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Report & Accounts
2014
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CONTENTS
01 introduction
What we do
Financial highlights
review of the year
chairman’s statement
chief Executive’s statement
02 StratEgic rEport
objectives, strategy and business model
Key performance indicators
investment portfolio overview
investment portfolio statistics
principal investment properties
development programme
Financial review
principal risks report
corporate responsibility
1
4
6
15
16
20
22
24
26
28
32
38
42
45
03 govErnancE
directors of the company
corporate governance review
report of the nominations committee
directors’ remuneration report
report of the audit committee
report of the directors
Statement of directors’ responsibilities
report of independent auditor
50
51
54
55
68
69
71
72
04 Financial StatEmEntS
consolidated income statement
consolidated statement of comprehensive income
consolidated and company balance sheets
consolidated and company cash flow statements
consolidated and company statements of
changes in equity
notes to the financial statements
05 invEStor inFormation
Five year review
See through analysis
property portfolio
Shareholder information
glossary of terms
Financial calendar
advisors
76
76
77
78
79
80
105
107
109
112
113
114
114
We combine our investment and development activity
to seek maximum returns through Well selected
and carefully managed schemes. We invest in london
for capital groWth and the regions for income.
What We do
1
Helical Bar plc is a property investment and development company which
operates across many sectors of the property industry. We aim to deliver
market-leading returns by acquiring high-yielding investment properties,
applying a rigorous approach to asset management and deploying
limited equity into development situations which have the potential
to be highly profitable.
the group’s principal areas of business include high-yielding retail
investments, central london office investments, central london office
refurbishment and development projects, regional pre-let food store
developments and retirement villages. We invest in london for capital
growth and the regions for income.
the group’s property portfolio had a fair value of £802m at 31 march 2014
(31 march 2013: £626m) with investment properties accounting for 75%
and developments 25%.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeINTRODUCTION 2
INvESTmENT/DEvELOPmENT
BARTS SQUARE
LONDON EC1
225,500 SQ FT OFFICES
215 RESIDENTIAL
APARTMENTS
21,800 SQ FT
RETAIL/LEISURE
london is a core
part of our groWth
strategy
heLICaL BaR PLC report & accounts 2014
What we do
Financial highlights
review of the year
chairman’s statement
chief Executive’s statement
1
4
6
15
16
3
INtRodUCtIoN
heLICaL BaR PLC report & accounts 2014
INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeINTRODUCTION 4 FINaNCIaL hIghLIghts
TOTAl PROPERTY RETURn
PROFiT BEFORE TAx
PORTFOliO RETURn
£140.1m
£101.7m
2014
2013 £35.9m
2012
£27.5m
£140.1m
2014
2013 £5.0m
2012 £7.4m
£101.7m
23.8%
2014
2013
2012
8.6%
5.6%
23.8%
DilUTED EPRA EARningS
PER SHARE
TOTAl DiVi DEnD PAiD PER SHARE
TOTAl SHAREHOlDER RETURn
32.5p
2014
2013 2.4p
2012 3.4p
5.70p
61.1%
32.5p
2014
2013
2012
5.70p
5.25p
4.90p
2014
2013
2012 -28.4%
61.1%
28.4%
SEE-THROUgH PORTFOliO VAlUE
iFRS nET ASSETS
£802m
£341m
DilUTED EPRA nET
ASSET VAlUE PER SHARE
313p
2014
2013
2012
£802m
£626m
£573m
2014
2013
2012
£341m
£254m
£254m
2014
2013
2012
313p
264p
250p
SEE-THROUgH lOAn TO VAlUE
SEE-THROUgH gEARing
nET inTEREST COVER RATiO
46%
2014
2013
2012
109%
8.3x
46%
46%
49%
2014
2013
2012
109%
113%
110%
2014
2013
2012
2.7x
2.8x
8.3x
Note: The see-through figures are reconciled to statutory figures on pages 109-110.
HELICAL BAR PLC REPORT & ACCOUNTS 2014
5
the PoRtFoLIo
OVERAll PORTFOliO SPliT
OVERAll PORTFOliO SPliT
INVESTMENT
DEVELOPMENT
75%
25%
inVESTmEnT PORTFOliO
43.1%
LONDON OFFICES
PROVINCIAL OFFICES 12.7%
2.1%
INDUSTRIAL
40.9%
RETAIL
RETIREMENT VILLAGE 1.2%
TRADing AnD DEVElOPmEnT PORTFOliO (H EliCAl’S SHARE)
Project type
LONDON OFFICE
RETAIL
INDUSTRIAL
MIxED USE
ChANGE OF USE
RETIREMENT VILLAGES
POLAND
ToTal
Book value
£m
Fair value
£m
Surplus
£m
% of development portfolio
(fair value)
15.4
25.1
0.3
2.9
4.9
64.6
60.3
173.5
21.4
27.2
0.4
2.9
8.3
80.5
60.3
201.0
6.0
2.1
0.1
-
3.4
15.9
-
27.5
10.7
13.5
0.2
1.4
4.1
40.1
30.0
100.0
Note: the table above includes the Group’s share of development properties held in joint ventures.
heLICaL BaR PLC report & accounts 2014
INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeINTRODUCTION 6 RevIeW oF the yeaR
mAPlE HOUSE
nEW lOOm
HOUSE
Investment propertIes
Maple House, london eC1
Acquired in June 2013, Maple house is an
existing four storey 50,000 sq ft office building
with an extensive refurbishment planned,
including an additional floor.
new looM House, london e1
The Group acquired this 112,000 sq ft multi-let,
listed Victorian ‘warehouse’ style office building at
a net initial yield of just under 5% in July 2013.
helical will undertake a comprehensive, phased
refurbishment which will greatly enhance and
reposition the building.
QuarTz porTfolio
The Group acquired this portfolio of regional
properties for circa £50m, representing a yield in
excess of 8%. The portfolio comprises five retail
and leisure assets, four office properties and one
industrial asset.
Huddersfield reTail park
helical bought this 97,000 sq ft multi-let retail park
in September 2013 at a net initial yield of 7.2%.
The retail park is fully let to tenants including
Matalan, Dunelm, Aldi and B&M.
enTerprise House, paddingTon,
london w2
In October 2013, the Group bought this 45,000
sq ft office building on a sale and lease back deal
from Network Rail at a 5.7% yield.
arTillery lane, london e1
In December 2013 helical acquired this 17,000
sq ft building off market. The Group plans to
refurbish and relet the building.
CHurCHgaTe House and lee House,
ManCHesTer
In March 2014, helical bought these two
inter-linked multi-tenanted office buildings for
£34m. Bought at a net initial yield of 5.9%, the
buildings, comprising 250,000 sq ft, were 35%
vacant offering the Group opportunities to increase
income through letting space. 34,000 sq ft has
been let since acquisition.
ARTillERY lAnE
EnTERPRiSE HOUSE
DeveLopment propertIes
mARCH 2014
leisure plaza, MilTon keynes
helical and its joint venture partner Abbeygate
agreed the forward funding with Aviva of this retail
and leisure scheme at Leisure Plaza in Milton
Keynes. The scheme comprises an 80,000 sq ft
supermarket pre-let to Morrisons, 33,000 sq ft of
retail and an ice rink.
King STREET HAmmERSmiTH
BriCkfields, wHiTe CiTy, london w12
In September 2013 Aviva, helical’s joint venture
partner, sold this 10 acre site crystallising a
substantial profit payment for the Group.
200 aldersgaTe, london eC1
Working with Deutsche Pfandbriefbank, helical
led the refurbishment and letting of 200
Aldersgate, comprising 365,000 sq ft of offices
and retail. Last summer, helical completed the
final letting which enabled the building to be sold
in September 2013, triggering a substantial
development management profit share payment
for the Group.
parkgaTe, sHirley, wesT Midlands
At Parkgate, Shirley, in joint venture with Coltham
Developments, construction continued of an
80,000 sq ft Asda foodstore, and 78,000 sq ft of
retail and leisure accommodation, 66% of which
has been pre-let.
king sTreeT, HaMMersMiTH,
london w6
helical and its joint venture partner, Grainger,
received planning consent in April 2014 for their
regeneration scheme at King Street,
hammersmith. The redevelopment will provide
196 high quality new homes, a three-screen
cinema, new retail, restaurant and café space,
replacement offices for the Council and a new
public square.
HELICAL BAR PLC REPORT & ACCOUNTS 2014 rEviEW oF tHE yEar continued
7
200 AlDERSgATE
retirement village development
loan facilities
During the year, helical agreed a £14m facility
with Barclays and a £25m facility with hSBC to
fund the development of the retirement village
schemes at Millbrook Village, Exeter and
Maudslay Park, Great Alne respectively.
DURRAnTS VillAgE
saLes
Since March 2013 the Group sold over £72m
of investment properties including Silverthorne
Road, Battersea London SW8; Crownhill
Business Centre, Milton Keynes; the TK Maxx
unit in the Morgan Quarter, Cardiff and the Asda
unit at Clyde Shopping Centre, Clydebank.
The Group sold £16m of development properties
including retirement village units at our developments
at Bramshott Place, Liphook, hampshire and
Durrants Village, Faygate, horsham; some of the
residential land at Parkgate, Shirley and part of
the Ropemaker Park, hailsham.
post year enD
transactIons
In April 2014, the Group acquired a
portfolio of ten properties for a total
consideration of £40.15 million, reflecting
an 8.35% net initial yield.
The portfolio, with a total floor area of circa
633,000 sq ft, includes modern high bay
logistics facilities in Burton on Trent,
Daventry, Leicester, Rugby, Doncaster and
Warrington all located close to major
motorway networks. The logistics
properties constitute in excess of 80% of
the portfolio by value, with the remainder
comprising regional and headquarter office
space.
On 10 June 2014 the Group announced
the issuance of a £100m convertible bond
carrying a coupon of 4.00% with an initial
conversion price in June 2019 of £4.9694
per share.
FInancIng
retail bond issue
The Group issued an £80m retail bond in June
2013 at a fixed rate of 6%, repayable in June 2020.
Barclays - revolving Credit facility
In June 2013, the Group agreed a £75m
revolving credit facility with Barclays.
aareal - gliwice, poland
In December 2013 the £72m facility with Aareal
Bank AG for the out of town retail scheme at
Europa Centralna, Gliwice converted from a
development facility to a four year investment facility.
deutsche pfandbriefbank multi-asset
investment facility
In December 2013 helical agreed a new c.£100m
five year facility with Deutsche Pfandbriefbank.
deutsche Bank - old street, london eC1
Crosstree Real Estate Partners and helical agreed
an £88m three year development facility with
Deutsche Bank in January 2014 to fund phase
one of the development of The Bower, Old Street.
BRiCKFiElDS, WHiTE CiTY
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeINTRODUCTION
8
tRaNsFoRMINg shoRedItCh
INvESTmENT
207-211 OlD STREET
LONDON EC1
3.1 ACRE SITE
230,000 SQ FT OFFICES
ACROSS 3 BUILDINGS
54,000 SQ FT OF
RETAIL SPACE
THE BOWER, OlD STREET
LONDON EC1
PHASE On E
ThE WAREhOUSE 127,746 SQ FT
22,346 SQ FT
Th E STUDIO
16,006 SQ FT
EMPIRE h OUSE
PHASE TWO
207 OLD STREET 114,944 SQ FT
53,990 SQ FT
RETAIL
heLICaL BaR PLC report & accounts 2014
LoNdoN PoRtFoLIo
9
heLICaL BaR PLC report & accounts 2014
INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeINTRODUCTION PINNER
PINNER
PINNER
PINNER
PINNER
PINNER
PINNER
WEALDSTONE
WEALDSTONE
WEALDSTONE
WEALDSTONE
WEALDSTONE
WEALDSTONE
WEALDSTONE
HARROW & WEALDSTONE
HARROW & WEALDSTONE
HARROW & WEALDSTONE
HARROW & WEALDSTONE
HARROW & WEALDSTONE
HARROW & WEALDSTONE
HARROW & WEALDSTONE
KINGSBURY
KINGSBURY
KINGSBURY
KINGSBURY
KINGSBURY
KINGSBURY
KINGSBURY
GREENHILL
GREENHILL
GREENHILL
GREENHILL
GREENHILL
GREENHILL
GREENHILL
KENTON
KENTON
KENTON
KENTON
KENTON
KENTON
KENTON
EASTCOTE
EASTCOTE
EASTCOTE
EASTCOTE
EASTCOTE
EASTCOTE
EASTCOTE
HARROW
HARROW
HARROW
HARROW
HARROW
HARROW
HARROW
HARROW-ON-THE-HILL
HARROW-ON-THE-HILL
HARROW-ON-THE-HILL
HARROW-ON-THE-HILL
HARROW-ON-THE-HILL
HARROW-ON-THE-HILL
HARROW-ON-THE-HILL
KENTON
KENTON
KENTON
KENTON
KENTON
KENTON
KENTON
10
LoNdoN PoRtFoLIo
HARROW ON THE HILL
HARROW ON THE HILL
HARROW ON THE HILL
HARROW ON THE HILL
HARROW ON THE HILL
HARROW ON THE HILL
HARROW ON THE HILL
SOUTH KENTON
SOUTH KENTON
SOUTH KENTON
SOUTH KENTON
SOUTH KENTON
SOUTH KENTON
SOUTH KENTON
HENDON
HENDON
HENDON
HENDON
HENDON
HENDON
HENDON
SOUTH RUISLIP
SOUTH RUISLIP
SOUTH RUISLIP
SOUTH RUISLIP
SOUTH RUISLIP
SOUTH RUISLIP
SOUTH RUISLIP
NORTHOLT PARK
NORTHOLT PARK
NORTHOLT PARK
NORTHOLT PARK
NORTHOLT PARK
NORTHOLT PARK
NORTHOLT PARK
SUDBURY HILL HARROW
SUDBURY HILL HARROW
SUDBURY HILL HARROW
SUDBURY HILL HARROW
SUDBURY HILL HARROW
SUDBURY HILL HARROW
SUDBURY HILL HARROW
shepherds Building
shepherds bush W14
NORTH WEMBLEY
NORTH WEMBLEY
NORTH WEMBLEY
NORTH WEMBLEY
NORTH WEMBLEY
NORTH WEMBLEY
NORTH WEMBLEY
151,000 sq ft office building.
Major refurbishment of the common
parts of the building completed
SUDBURY & HARROW ROAD
SUDBURY & HARROW ROAD
SUDBURY & HARROW ROAD
SUDBURY & HARROW ROAD
SUDBURY & HARROW ROAD
SUDBURY & HARROW ROAD
SUDBURY & HARROW ROAD
WEMBLEY
WEMBLEY
WEMBLEY
WEMBLEY
WEMBLEY
WEMBLEY
WEMBLEY
WEMBLEY STADIUM
WEMBLEY STADIUM
WEMBLEY STADIUM
WEMBLEY STADIUM
WEMBLEY STADIUM
WEMBLEY STADIUM
WEMBLEY STADIUM
WEMBLEY CENTRAL
WEMBLEY CENTRAL
WEMBLEY CENTRAL
WEMBLEY CENTRAL
WEMBLEY CENTRAL
WEMBLEY CENTRAL
WEMBLEY CENTRAL
enterprise house W2
45,000 sq ft office building let to
Network Rail
NORTHOLT
NORTHOLT
NORTHOLT
NORTHOLT
NORTHOLT
NORTHOLT
NORTHOLT
GREENFORD
GREENFORD
GREENFORD
GREENFORD
GREENFORD
GREENFORD
GREENFORD
SOUTH GREENFORD
SOUTH GREENFORD
SOUTH GREENFORD
SOUTH GREENFORD
SOUTH GREENFORD
SOUTH GREENFORD
SOUTH GREENFORD
PERIVALE
PERIVALE
PERIVALE
PERIVALE
PERIVALE
PERIVALE
PERIVALE
GREENFORD
GREENFORD
GREENFORD
GREENFORD
GREENFORD
GREENFORD
GREENFORD
CASTLE BAR PARK
CASTLE BAR PARK
CASTLE BAR PARK
CASTLE BAR PARK
CASTLE BAR PARK
CASTLE BAR PARK
CASTLE BAR PARK
YEADING
YEADING
YEADING
YEADING
YEADING
YEADING
YEADING
SOUTHALL
SOUTHALL
SOUTHALL
SOUTHALL
SOUTHALL
SOUTHALL
SOUTHALL
DRAYTON GREEN
DRAYTON GREEN
DRAYTON GREEN
DRAYTON GREEN
DRAYTON GREEN
DRAYTON GREEN
DRAYTON GREEN
EALING BROADWAY
EALING BROADWAY
EALING BROADWAY
EALING BROADWAY
EALING BROADWAY
EALING BROADWAY
EALING BROADWAY
SOUTHALL
SOUTHALL
SOUTHALL
SOUTHALL
SOUTHALL
SOUTHALL
SOUTHALL
WEST EALING
WEST EALING
WEST EALING
WEST EALING
WEST EALING
WEST EALING
WEST EALING
HANWELL
HANWELL
HANWELL
HANWELL
HANWELL
HANWELL
HANWELL
ACTON MAIN LINE
ACTON MAIN LINE
ACTON MAIN LINE
ACTON MAIN LINE
ACTON MAIN LINE
ACTON MAIN LINE
ACTON MAIN LINE
LONDON PADDINGTON
LONDON PADDINGTON
LONDON PADDINGTON
LONDON PADDINGTON
LONDON PADDINGTON
LONDON PADDINGTON
LONDON PADDINGTON
enterprise house
EALING
EALING
EALING
EALING
EALING
EALING
EALING
ACTON CENTRAL
ACTON CENTRAL
ACTON CENTRAL
ACTON CENTRAL
ACTON CENTRAL
ACTON CENTRAL
ACTON CENTRAL
SHEPHERD'S BUSH
SHEPHERD'S BUSH
SHEPHERD'S BUSH
SHEPHERD'S BUSH
SHEPHERD'S BUSH
SHEPHERD'S BUSH
SHEPHERD'S BUSH
shepherds Building
shepherds bush
SOUTH ACTON
SOUTH ACTON
SOUTH ACTON
SOUTH ACTON
SOUTH ACTON
SOUTH ACTON
SOUTH ACTON
KENSINGTON OLYMPIA
KENSINGTON OLYMPIA
KENSINGTON OLYMPIA
KENSINGTON OLYMPIA
KENSINGTON OLYMPIA
KENSINGTON OLYMPIA
KENSINGTON OLYMPIA
STONEBRIDGE PARK
STONEBRIDGE PARK
STONEBRIDGE PARK
STONEBRIDGE PARK
STONEBRIDGE PARK
STONEBRIDGE PARK
STONEBRIDGE PARK
HARLESDEN
HARLESDEN
HARLESDEN
HARLESDEN
HARLESDEN
HARLESDEN
HARLESDEN
BRONDESBURY PARK
BRONDESBURY PARK
BRONDESBURY PARK
BRONDESBURY PARK
BRONDESBURY PARK
BRONDESBURY PARK
BRONDESBURY PARK
KILBURN HIGH ROAD
KILBURN HIGH ROAD
KILBURN HIGH ROAD
KILBURN HIGH ROAD
KILBURN HIGH ROAD
KILBURN HIGH ROAD
KILBURN HIGH ROAD
KENSAL RISE
KENSAL RISE
KENSAL RISE
KENSAL RISE
KENSAL RISE
KENSAL RISE
KENSAL RISE
QUEENS PARK (LONDON)
QUEENS PARK (LONDON)
QUEENS PARK (LONDON)
QUEENS PARK (LONDON)
QUEENS PARK (LONDON)
QUEENS PARK (LONDON)
QUEENS PARK (LONDON)
WILLESDEN JUNCTION
WILLESDEN JUNCTION
WILLESDEN JUNCTION
WILLESDEN JUNCTION
WILLESDEN JUNCTION
WILLESDEN JUNCTION
WILLESDEN JUNCTION
KENSAL GREEN
KENSAL GREEN
KENSAL GREEN
KENSAL GREEN
KENSAL GREEN
KENSAL GREEN
KENSAL GREEN
MARYLEBONE (LONDON)
MARYLEBONE (LONDON)
MARYLEBONE (LONDON)
MARYLEBONE (LONDON)
MARYLEBONE (LONDON)
MARYLEBONE (LONDON)
MARYLEBONE (LONDON)
the Bower, 207 old street ec1
3.12 acre site
Since acquisition, plans have been
developed to substantially increase the
amount of space on site. Planning granted
CRICKLEWOOD
CRICKLEWOOD
CRICKLEWOOD
CRICKLEWOOD
CRICKLEWOOD
CRICKLEWOOD
CRICKLEWOOD
HAMPSTEAD HEATH
HAMPSTEAD HEATH
HAMPSTEAD HEATH
HAMPSTEAD HEATH
HAMPSTEAD HEATH
HAMPSTEAD HEATH
HAMPSTEAD HEATH
FINCHLEY ROAD & FROGNAL
FINCHLEY ROAD & FROGNAL
FINCHLEY ROAD & FROGNAL
FINCHLEY ROAD & FROGNAL
FINCHLEY ROAD & FROGNAL
FINCHLEY ROAD & FROGNAL
FINCHLEY ROAD & FROGNAL
KENTISH TOWN
KENTISH TOWN
KENTISH TOWN
KENTISH TOWN
KENTISH TOWN
KENTISH TOWN
KENTISH TOWN
WEST HAMPSTEAD THAMESLINK
WEST HAMPSTEAD THAMESLINK
WEST HAMPSTEAD THAMESLINK
WEST HAMPSTEAD THAMESLINK
WEST HAMPSTEAD THAMESLINK
WEST HAMPSTEAD THAMESLINK
WEST HAMPSTEAD THAMESLINK
WEST HAMPSTEAD
WEST HAMPSTEAD
WEST HAMPSTEAD
WEST HAMPSTEAD
WEST HAMPSTEAD
WEST HAMPSTEAD
WEST HAMPSTEAD
BRONDESBURY
BRONDESBURY
BRONDESBURY
BRONDESBURY
BRONDESBURY
BRONDESBURY
BRONDESBURY
KENTISH TOWN WEST
KENTISH TOWN WEST
KENTISH TOWN WEST
KENTISH TOWN WEST
KENTISH TOWN WEST
KENTISH TOWN WEST
KENTISH TOWN WEST
HIGHBURY & ISLINGTON
HIGHBURY & ISLINGTON
HIGHBURY & ISLINGTON
HIGHBURY & ISLINGTON
HIGHBURY & ISLINGTON
HIGHBURY & ISLINGTON
HIGHBURY & ISLINGTON
CALEDONIAN ROAD & BARNSBURY
CALEDONIAN ROAD & BARNSBURY
CALEDONIAN ROAD & BARNSBURY
CALEDONIAN ROAD & BARNSBURY
CALEDONIAN ROAD & BARNSBURY
CALEDONIAN ROAD & BARNSBURY
CALEDONIAN ROAD & BARNSBURY
DALSTON
DALSTON
DALSTON
DALSTON
DALSTON
DALSTON
DALSTON
SOUTH HAMPSTEAD
SOUTH HAMPSTEAD
SOUTH HAMPSTEAD
SOUTH HAMPSTEAD
SOUTH HAMPSTEAD
SOUTH HAMPSTEAD
SOUTH HAMPSTEAD
CAMDEN ROAD
CAMDEN ROAD
CAMDEN ROAD
CAMDEN ROAD
CAMDEN ROAD
CAMDEN ROAD
CAMDEN ROAD
ESSEX ROAD
ESSEX ROAD
ESSEX ROAD
ESSEX ROAD
ESSEX ROAD
ESSEX ROAD
ESSEX ROAD
HAGGERSTON
HAGGERSTON
HAGGERSTON
HAGGERSTON
HAGGERSTON
HAGGERSTON
HAGGERSTON
LONDON FIELDS
LONDON FIELDS
LONDON FIELDS
LONDON FIELDS
LONDON FIELDS
LONDON FIELDS
LONDON FIELDS
HACKNEY WICK
HACKNEY WICK
HACKNEY WICK
HACKNEY WICK
HACKNEY WICK
HACKNEY WICK
HACKNEY WICK
STRATFORD INTERNATIONAL
STRATFORD INTERNATIONAL
STRATFORD INTERNATIONAL
STRATFORD INTERNATIONAL
STRATFORD INTERNATIONAL
STRATFORD INTERNATIONAL
STRATFORD INTERNATIONAL
STRATFORD (LONDON)
STRATFORD (LONDON)
STRATFORD (LONDON)
STRATFORD (LONDON)
STRATFORD (LONDON)
STRATFORD (LONDON)
STRATFORD (LONDON)
MARYLAND
MARYLAND
MARYLAND
MARYLAND
MARYLAND
MARYLAND
MARYLAND
STRATFORD
STRATFORD
STRATFORD
STRATFORD
STRATFORD
STRATFORD
STRATFORD
HORNSEY
HORNSEY
HORNSEY
HORNSEY
HORNSEY
HORNSEY
HORNSEY
TOTTENHAM HALE
TOTTENHAM HALE
TOTTENHAM HALE
TOTTENHAM HALE
TOTTENHAM HALE
TOTTENHAM HALE
TOTTENHAM HALE
BLACKHORSE ROAD
BLACKHORSE ROAD
BLACKHORSE ROAD
BLACKHORSE ROAD
BLACKHORSE ROAD
BLACKHORSE ROAD
BLACKHORSE ROAD
WOOD STREET
WOOD STREET
WOOD STREET
WOOD STREET
WOOD STREET
WOOD STREET
WOOD STREET
SEVEN SISTERS
SEVEN SISTERS
SEVEN SISTERS
SEVEN SISTERS
SEVEN SISTERS
SEVEN SISTERS
SEVEN SISTERS
SOUTH TOTTENHAM
SOUTH TOTTENHAM
SOUTH TOTTENHAM
SOUTH TOTTENHAM
SOUTH TOTTENHAM
SOUTH TOTTENHAM
SOUTH TOTTENHAM
WALTHAMSTOW CENTRAL
WALTHAMSTOW CENTRAL
WALTHAMSTOW CENTRAL
WALTHAMSTOW CENTRAL
WALTHAMSTOW CENTRAL
WALTHAMSTOW CENTRAL
WALTHAMSTOW CENTRAL
ST JAMES STREET
ST JAMES STREET
ST JAMES STREET
ST JAMES STREET
ST JAMES STREET
ST JAMES STREET
ST JAMES STREET
WALTHAMSTOW QUEEN'S ROAD
WALTHAMSTOW QUEEN'S ROAD
WALTHAMSTOW QUEEN'S ROAD
WALTHAMSTOW QUEEN'S ROAD
WALTHAMSTOW QUEEN'S ROAD
WALTHAMSTOW QUEEN'S ROAD
WALTHAMSTOW QUEEN'S ROAD
HARRINGAY GREEN LANES
HARRINGAY GREEN LANES
HARRINGAY GREEN LANES
HARRINGAY GREEN LANES
HARRINGAY GREEN LANES
HARRINGAY GREEN LANES
HARRINGAY GREEN LANES
HARRINGAY
HARRINGAY
HARRINGAY
HARRINGAY
HARRINGAY
HARRINGAY
HARRINGAY
STAMFORD HILL
STAMFORD HILL
STAMFORD HILL
STAMFORD HILL
STAMFORD HILL
STAMFORD HILL
STAMFORD HILL
CROUCH HILL
CROUCH HILL
CROUCH HILL
CROUCH HILL
CROUCH HILL
CROUCH HILL
CROUCH HILL
LEYTON MIDLAND ROAD
LEYTON MIDLAND ROAD
LEYTON MIDLAND ROAD
LEYTON MIDLAND ROAD
LEYTON MIDLAND ROAD
LEYTON MIDLAND ROAD
LEYTON MIDLAND ROAD
LEYTON
LEYTON
LEYTON
LEYTON
LEYTON
LEYTON
LEYTON
LEYTONSTONE HIGH ROAD
LEYTONSTONE HIGH ROAD
LEYTONSTONE HIGH ROAD
LEYTONSTONE HIGH ROAD
LEYTONSTONE HIGH ROAD
LEYTONSTONE HIGH ROAD
LEYTONSTONE HIGH ROAD
UPPER HOLLOWAY
UPPER HOLLOWAY
UPPER HOLLOWAY
UPPER HOLLOWAY
UPPER HOLLOWAY
UPPER HOLLOWAY
UPPER HOLLOWAY
FINSBURY PARK
FINSBURY PARK
FINSBURY PARK
FINSBURY PARK
FINSBURY PARK
FINSBURY PARK
FINSBURY PARK
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
CLAPTON
CLAPTON
CLAPTON
CLAPTON
CLAPTON
CLAPTON
CLAPTON
RECTORY ROAD
RECTORY ROAD
RECTORY ROAD
RECTORY ROAD
RECTORY ROAD
RECTORY ROAD
RECTORY ROAD
GOSPEL OAK
GOSPEL OAK
GOSPEL OAK
GOSPEL OAK
GOSPEL OAK
GOSPEL OAK
GOSPEL OAK
DRAYTON PARK
DRAYTON PARK
DRAYTON PARK
DRAYTON PARK
DRAYTON PARK
DRAYTON PARK
DRAYTON PARK
ISLINGTON
ISLINGTON
ISLINGTON
ISLINGTON
ISLINGTON
ISLINGTON
ISLINGTON
CANONBURY
CANONBURY
CANONBURY
CANONBURY
CANONBURY
CANONBURY
CANONBURY
DALSTON KINGSLAND
DALSTON KINGSLAND
DALSTON KINGSLAND
DALSTON KINGSLAND
DALSTON KINGSLAND
DALSTON KINGSLAND
DALSTON KINGSLAND
HACKNEY CENTRAL
HACKNEY CENTRAL
HACKNEY CENTRAL
HACKNEY CENTRAL
HACKNEY CENTRAL
HACKNEY CENTRAL
HACKNEY CENTRAL
HOMERTON
HOMERTON
HOMERTON
HOMERTON
HOMERTON
HOMERTON
HOMERTON
HACKNEY DOWNS
HACKNEY DOWNS
HACKNEY DOWNS
HACKNEY DOWNS
HACKNEY DOWNS
HACKNEY DOWNS
HACKNEY DOWNS
HACKNEY
HACKNEY
HACKNEY
HACKNEY
HACKNEY
HACKNEY
HACKNEY
FINSBURY
FINSBURY
FINSBURY
FINSBURY
FINSBURY
FINSBURY
FINSBURY
KINGS CROSS
KINGS CROSS
KINGS CROSS
KINGS CROSS
KINGS CROSS
KINGS CROSS
KINGS CROSS
ST PANCRAS INTERNATIONAL
ST PANCRAS INTERNATIONAL
ST PANCRAS INTERNATIONAL
ST PANCRAS INTERNATIONAL
ST PANCRAS INTERNATIONAL
ST PANCRAS INTERNATIONAL
ST PANCRAS INTERNATIONAL
LONDON EUSTON
LONDON EUSTON
LONDON EUSTON
LONDON EUSTON
LONDON EUSTON
LONDON EUSTON
LONDON EUSTON
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
HOXTON
HOXTON
HOXTON
HOXTON
HOXTON
HOXTON
HOXTON
CAMBRIDGE HEATH
CAMBRIDGE HEATH
CAMBRIDGE HEATH
CAMBRIDGE HEATH
CAMBRIDGE HEATH
CAMBRIDGE HEATH
CAMBRIDGE HEATH
OLD STREET
OLD STREET
OLD STREET
OLD STREET
OLD STREET
OLD STREET
OLD STREET
SHOREDITCH
SHOREDITCH
SHOREDITCH
SHOREDITCH
SHOREDITCH
SHOREDITCH
SHOREDITCH
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
BOW
BOW
BOW
BOW
BOW
BOW
BOW
WEST HAM
WEST HAM
WEST HAM
WEST HAM
WEST HAM
WEST HAM
WEST HAM
FARRINGDON
FARRINGDON
FARRINGDON
FARRINGDON
FARRINGDON
FARRINGDON
FARRINGDON
LIVERPOOL STREET
LIVERPOOL STREET
LIVERPOOL STREET
LIVERPOOL STREET
LIVERPOOL STREET
LIVERPOOL STREET
LIVERPOOL STREET
MOORGATE
MOORGATE
MOORGATE
MOORGATE
MOORGATE
MOORGATE
MOORGATE
WHITECHAPEL
WHITECHAPEL
WHITECHAPEL
WHITECHAPEL
WHITECHAPEL
WHITECHAPEL
WHITECHAPEL
STEPNEY
STEPNEY
STEPNEY
STEPNEY
STEPNEY
STEPNEY
STEPNEY
CITY THAMESLINK
CITY THAMESLINK
CITY THAMESLINK
CITY THAMESLINK
CITY THAMESLINK
CITY THAMESLINK
CITY THAMESLINK
HOLBORN
HOLBORN
HOLBORN
HOLBORN
HOLBORN
HOLBORN
HOLBORN
CITY OF LONDON
CITY OF LONDON
CITY OF LONDON
CITY OF LONDON
CITY OF LONDON
CITY OF LONDON
CITY OF LONDON
BLACKFRIARS
BLACKFRIARS
BLACKFRIARS
BLACKFRIARS
BLACKFRIARS
BLACKFRIARS
BLACKFRIARS
CANNON STREET
CANNON STREET
CANNON STREET
CANNON STREET
CANNON STREET
CANNON STREET
CANNON STREET
FENCHURCH STREET
FENCHURCH STREET
FENCHURCH STREET
FENCHURCH STREET
FENCHURCH STREET
FENCHURCH STREET
FENCHURCH STREET
SHADWELL
SHADWELL
SHADWELL
SHADWELL
SHADWELL
SHADWELL
SHADWELL
LIMEHOUSE
LIMEHOUSE
LIMEHOUSE
LIMEHOUSE
LIMEHOUSE
LIMEHOUSE
LIMEHOUSE
LONDON CHARING CROSS
LONDON CHARING CROSS
LONDON CHARING CROSS
LONDON CHARING CROSS
LONDON CHARING CROSS
LONDON CHARING CROSS
LONDON CHARING CROSS
POPLAR
POPLAR
POPLAR
POPLAR
POPLAR
POPLAR
POPLAR
WATERLOO EAST
WATERLOO EAST
WATERLOO EAST
WATERLOO EAST
WATERLOO EAST
WATERLOO EAST
WATERLOO EAST
LONDON BRIDGE
LONDON BRIDGE
LONDON BRIDGE
LONDON BRIDGE
LONDON BRIDGE
LONDON BRIDGE
LONDON BRIDGE
WATERLOO
WATERLOO
WATERLOO
WATERLOO
WATERLOO
WATERLOO
WATERLOO
WAPPING
WAPPING
WAPPING
WAPPING
WAPPING
WAPPING
WAPPING
ROTHERHITHE
ROTHERHITHE
ROTHERHITHE
ROTHERHITHE
ROTHERHITHE
ROTHERHITHE
ROTHERHITHE
CANADA WATER
CANADA WATER
CANADA WATER
CANADA WATER
CANADA WATER
CANADA WATER
CANADA WATER
BERMONDSEY
BERMONDSEY
BERMONDSEY
BERMONDSEY
BERMONDSEY
BERMONDSEY
BERMONDSEY
SOUTH BERMONDSEY
SOUTH BERMONDSEY
SOUTH BERMONDSEY
SOUTH BERMONDSEY
SOUTH BERMONDSEY
SOUTH BERMONDSEY
SOUTH BERMONDSEY
MAZE HILL
MAZE HILL
MAZE HILL
MAZE HILL
MAZE HILL
MAZE HILL
MAZE HILL
DEPTFORD
DEPTFORD
DEPTFORD
DEPTFORD
DEPTFORD
DEPTFORD
DEPTFORD
NEW CROSS
NEW CROSS
NEW CROSS
NEW CROSS
NEW CROSS
NEW CROSS
NEW CROSS
GREENWICH
GREENWICH
GREENWICH
GREENWICH
GREENWICH
GREENWICH
GREENWICH
IMPERIAL WHARF
IMPERIAL WHARF
IMPERIAL WHARF
IMPERIAL WHARF
IMPERIAL WHARF
IMPERIAL WHARF
IMPERIAL WHARF
QUEENSTOWN ROAD (BATTERSEA)
QUEENSTOWN ROAD (BATTERSEA)
QUEENSTOWN ROAD (BATTERSEA)
QUEENSTOWN ROAD (BATTERSEA)
QUEENSTOWN ROAD (BATTERSEA)
QUEENSTOWN ROAD (BATTERSEA)
QUEENSTOWN ROAD (BATTERSEA)
BATTERSEA PARK
BATTERSEA PARK
BATTERSEA PARK
BATTERSEA PARK
BATTERSEA PARK
BATTERSEA PARK
BATTERSEA PARK
CAMBERWELL
CAMBERWELL
CAMBERWELL
CAMBERWELL
CAMBERWELL
CAMBERWELL
CAMBERWELL
QUEENS ROAD (PECKHAM)
QUEENS ROAD (PECKHAM)
QUEENS ROAD (PECKHAM)
QUEENS ROAD (PECKHAM)
QUEENS ROAD (PECKHAM)
QUEENS ROAD (PECKHAM)
QUEENS ROAD (PECKHAM)
NEW CROSS GATE
NEW CROSS GATE
NEW CROSS GATE
NEW CROSS GATE
NEW CROSS GATE
NEW CROSS GATE
NEW CROSS GATE
WANDSWORTH ROAD
WANDSWORTH ROAD
WANDSWORTH ROAD
WANDSWORTH ROAD
WANDSWORTH ROAD
WANDSWORTH ROAD
WANDSWORTH ROAD
LOUGHBOROUGH JUNCTION
LOUGHBOROUGH JUNCTION
LOUGHBOROUGH JUNCTION
LOUGHBOROUGH JUNCTION
LOUGHBOROUGH JUNCTION
LOUGHBOROUGH JUNCTION
LOUGHBOROUGH JUNCTION
DENMARK HILL
DENMARK HILL
DENMARK HILL
DENMARK HILL
DENMARK HILL
DENMARK HILL
DENMARK HILL
CLAPHAM HIGH STREET
CLAPHAM HIGH STREET
CLAPHAM HIGH STREET
CLAPHAM HIGH STREET
CLAPHAM HIGH STREET
CLAPHAM HIGH STREET
CLAPHAM HIGH STREET
BRIXTON
BRIXTON
BRIXTON
BRIXTON
BRIXTON
BRIXTON
BRIXTON
PECKHAM RYE
PECKHAM RYE
PECKHAM RYE
PECKHAM RYE
PECKHAM RYE
PECKHAM RYE
PECKHAM RYE
DEPTFORD
DEPTFORD
DEPTFORD
DEPTFORD
DEPTFORD
DEPTFORD
DEPTFORD
ST JOHNS
ST JOHNS
ST JOHNS
ST JOHNS
ST JOHNS
ST JOHNS
ST JOHNS
BLACKHEATH
BLACKHEATH
BLACKHEATH
BLACKHEATH
BLACKHEATH
BLACKHEATH
BLACKHEATH
NUNHEAD
NUNHEAD
NUNHEAD
NUNHEAD
NUNHEAD
NUNHEAD
NUNHEAD
LEWISHAM
LEWISHAM
LEWISHAM
LEWISHAM
LEWISHAM
LEWISHAM
LEWISHAM
BLACKHEATH
BLACKHEATH
BLACKHEATH
BLACKHEATH
BLACKHEATH
BLACKHEATH
BLACKHEATH
BROCKLEY
BROCKLEY
BROCKLEY
BROCKLEY
BROCKLEY
BROCKLEY
BROCKLEY
PUTNEY
PUTNEY
PUTNEY
PUTNEY
PUTNEY
PUTNEY
PUTNEY
WANDSWORTH TOWN
WANDSWORTH TOWN
WANDSWORTH TOWN
WANDSWORTH TOWN
WANDSWORTH TOWN
WANDSWORTH TOWN
WANDSWORTH TOWN
CLAPHAM JUNCTION
CLAPHAM JUNCTION
CLAPHAM JUNCTION
CLAPHAM JUNCTION
CLAPHAM JUNCTION
CLAPHAM JUNCTION
CLAPHAM JUNCTION
EAST DULWICH
EAST DULWICH
EAST DULWICH
EAST DULWICH
EAST DULWICH
EAST DULWICH
EAST DULWICH
one King street
hammersmith W6
35,000 sq ft office and retail building
adjacent to hammersmith Broadway
WANDSWORTH COMMON
WANDSWORTH COMMON
WANDSWORTH COMMON
WANDSWORTH COMMON
WANDSWORTH COMMON
WANDSWORTH COMMON
WANDSWORTH COMMON
EARLSFIELD
EARLSFIELD
EARLSFIELD
EARLSFIELD
EARLSFIELD
EARLSFIELD
EARLSFIELD
BALHAM
BALHAM
BALHAM
BALHAM
BALHAM
BALHAM
BALHAM
TULSE HILL
TULSE HILL
TULSE HILL
TULSE HILL
TULSE HILL
TULSE HILL
TULSE HILL
WEST DULWICH
WEST DULWICH
WEST DULWICH
WEST DULWICH
WEST DULWICH
WEST DULWICH
WEST DULWICH
DULWICH
DULWICH
DULWICH
DULWICH
DULWICH
DULWICH
DULWICH
FOREST HILL
FOREST HILL
FOREST HILL
FOREST HILL
FOREST HILL
FOREST HILL
FOREST HILL
STREATHAM HILL
STREATHAM HILL
STREATHAM HILL
STREATHAM HILL
STREATHAM HILL
STREATHAM HILL
STREATHAM HILL
STREATHAM
STREATHAM
STREATHAM
STREATHAM
STREATHAM
STREATHAM
STREATHAM
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
SYDENHAM HILL
SYDENHAM HILL
SYDENHAM HILL
SYDENHAM HILL
SYDENHAM HILL
SYDENHAM HILL
SYDENHAM HILL
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
BELLINGHAM
BELLINGHAM
BELLINGHAM
BELLINGHAM
BELLINGHAM
BELLINGHAM
BELLINGHAM
STREATHAM
STREATHAM
STREATHAM
STREATHAM
STREATHAM
STREATHAM
STREATHAM
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
GIPSY HILL
GIPSY HILL
GIPSY HILL
GIPSY HILL
GIPSY HILL
GIPSY HILL
GIPSY HILL
LOWER SYDENHAM
LOWER SYDENHAM
LOWER SYDENHAM
LOWER SYDENHAM
LOWER SYDENHAM
LOWER SYDENHAM
LOWER SYDENHAM
BECKENHAM HILL
BECKENHAM HILL
BECKENHAM HILL
BECKENHAM HILL
BECKENHAM HILL
BECKENHAM HILL
BECKENHAM HILL
BRIXTON
BRIXTON
BRIXTON
BRIXTON
BRIXTON
BRIXTON
BRIXTON
HERNE HILL
HERNE HILL
HERNE HILL
HERNE HILL
HERNE HILL
HERNE HILL
HERNE HILL
NORTH DULWICH
NORTH DULWICH
NORTH DULWICH
NORTH DULWICH
NORTH DULWICH
NORTH DULWICH
NORTH DULWICH
LEWISHAM
LEWISHAM
LEWISHAM
LEWISHAM
LEWISHAM
LEWISHAM
LEWISHAM
CROFTON PARK
CROFTON PARK
CROFTON PARK
CROFTON PARK
CROFTON PARK
CROFTON PARK
CROFTON PARK
LADYWELL
LADYWELL
LADYWELL
LADYWELL
LADYWELL
LADYWELL
LADYWELL
HONOR OAK PARK
HONOR OAK PARK
HONOR OAK PARK
HONOR OAK PARK
HONOR OAK PARK
HONOR OAK PARK
HONOR OAK PARK
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
CATFORD
CATFORD
CATFORD
CATFORD
CATFORD
CATFORD
CATFORD
CATFORD BRIDGE
CATFORD BRIDGE
CATFORD BRIDGE
CATFORD BRIDGE
CATFORD BRIDGE
CATFORD BRIDGE
CATFORD BRIDGE
CATFORD
CATFORD
CATFORD
CATFORD
CATFORD
CATFORD
CATFORD
the Powerhouse
chiswick
one King street
hammersmith
King street
hammersmith
WEST BROMPTON
WEST BROMPTON
WEST BROMPTON
WEST BROMPTON
WEST BROMPTON
WEST BROMPTON
WEST BROMPTON
VAUXHALL (LONDON)
VAUXHALL (LONDON)
VAUXHALL (LONDON)
VAUXHALL (LONDON)
VAUXHALL (LONDON)
VAUXHALL (LONDON)
VAUXHALL (LONDON)
LONDON VICTORIA
LONDON VICTORIA
LONDON VICTORIA
LONDON VICTORIA
LONDON VICTORIA
LONDON VICTORIA
LONDON VICTORIA
ELEPHANT & CASTLE
ELEPHANT & CASTLE
ELEPHANT & CASTLE
ELEPHANT & CASTLE
ELEPHANT & CASTLE
ELEPHANT & CASTLE
ELEPHANT & CASTLE
SURREY QUAYS
SURREY QUAYS
SURREY QUAYS
SURREY QUAYS
SURREY QUAYS
SURREY QUAYS
SURREY QUAYS
ISLE OF DOGS
ISLE OF DOGS
ISLE OF DOGS
ISLE OF DOGS
ISLE OF DOGS
ISLE OF DOGS
ISLE OF DOGS
LAMBETH
LAMBETH
LAMBETH
LAMBETH
LAMBETH
LAMBETH
LAMBETH
NORWOOD GREEN
NORWOOD GREEN
NORWOOD GREEN
NORWOOD GREEN
NORWOOD GREEN
NORWOOD GREEN
NORWOOD GREEN
BRENTFORD
BRENTFORD
BRENTFORD
BRENTFORD
BRENTFORD
BRENTFORD
BRENTFORD
GUNNERSBURY
GUNNERSBURY
GUNNERSBURY
GUNNERSBURY
GUNNERSBURY
GUNNERSBURY
GUNNERSBURY
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
BRENTFORD
BRENTFORD
BRENTFORD
BRENTFORD
BRENTFORD
BRENTFORD
BRENTFORD
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
SYON LANE
SYON LANE
SYON LANE
SYON LANE
SYON LANE
SYON LANE
SYON LANE
CHISWICK
CHISWICK
CHISWICK
CHISWICK
CHISWICK
CHISWICK
CHISWICK
ISLEWORTH
ISLEWORTH
ISLEWORTH
ISLEWORTH
ISLEWORTH
ISLEWORTH
ISLEWORTH
KEW GARDENS
KEW GARDENS
KEW GARDENS
KEW GARDENS
KEW GARDENS
KEW GARDENS
KEW GARDENS
KEW
KEW
KEW
KEW
KEW
KEW
KEW
CRANFORD
CRANFORD
CRANFORD
CRANFORD
CRANFORD
CRANFORD
CRANFORD
HESTON
HESTON
HESTON
HESTON
HESTON
HESTON
HESTON
HATTON
HATTON
HATTON
HATTON
HATTON
HATTON
HATTON
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
ISLEWORTH
ISLEWORTH
ISLEWORTH
ISLEWORTH
ISLEWORTH
ISLEWORTH
ISLEWORTH
RICHMOND (LONDON)
RICHMOND (LONDON)
RICHMOND (LONDON)
RICHMOND (LONDON)
RICHMOND (LONDON)
RICHMOND (LONDON)
RICHMOND (LONDON)
NORTH SHEEN
NORTH SHEEN
NORTH SHEEN
NORTH SHEEN
NORTH SHEEN
NORTH SHEEN
NORTH SHEEN
RICHMOND
RICHMOND
RICHMOND
RICHMOND
RICHMOND
RICHMOND
RICHMOND
WHITTON
WHITTON
WHITTON
WHITTON
WHITTON
WHITTON
WHITTON
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
ST MARGARETS (LONDON)
ST MARGARETS (LONDON)
ST MARGARETS (LONDON)
ST MARGARETS (LONDON)
ST MARGARETS (LONDON)
ST MARGARETS (LONDON)
ST MARGARETS (LONDON)
the Powerhouse
chiswick W4
24,000 sq ft recording studio
and office building
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
STRAWBERRY HILL
STRAWBERRY HILL
STRAWBERRY HILL
STRAWBERRY HILL
STRAWBERRY HILL
STRAWBERRY HILL
STRAWBERRY HILL
FULWELL
FULWELL
FULWELL
FULWELL
FULWELL
FULWELL
FULWELL
HAM
HAM
HAM
HAM
HAM
HAM
HAM
BARNES BRIDGE
BARNES BRIDGE
BARNES BRIDGE
BARNES BRIDGE
BARNES BRIDGE
BARNES BRIDGE
BARNES BRIDGE
MORTLAKE
MORTLAKE
MORTLAKE
MORTLAKE
MORTLAKE
MORTLAKE
MORTLAKE
BARNES
BARNES
BARNES
BARNES
BARNES
BARNES
BARNES
King street
hammersmith W6
357,000 sq ft mixed use regeneration
project for hammersmith and Fulham
Borough Council
HANWORTH
HANWORTH
HANWORTH
HANWORTH
HANWORTH
HANWORTH
HANWORTH
KEMPTON PARK
KEMPTON PARK
KEMPTON PARK
KEMPTON PARK
KEMPTON PARK
KEMPTON PARK
KEMPTON PARK
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
KINGSTON UPON THAMES
KINGSTON UPON THAMES
KINGSTON UPON THAMES
KINGSTON UPON THAMES
KINGSTON UPON THAMES
KINGSTON UPON THAMES
KINGSTON UPON THAMES
HAYDONS ROAD
HAYDONS ROAD
HAYDONS ROAD
HAYDONS ROAD
HAYDONS ROAD
HAYDONS ROAD
HAYDONS ROAD
WIMBLEDON
WIMBLEDON
WIMBLEDON
WIMBLEDON
WIMBLEDON
WIMBLEDON
WIMBLEDON
TOOTING
TOOTING
TOOTING
TOOTING
TOOTING
TOOTING
TOOTING
STREATHAM COMMON
STREATHAM COMMON
STREATHAM COMMON
STREATHAM COMMON
STREATHAM COMMON
STREATHAM COMMON
STREATHAM COMMON
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
PENGE EAST
PENGE EAST
PENGE EAST
PENGE EAST
PENGE EAST
PENGE EAST
PENGE EAST
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
PENGE WEST
PENGE WEST
PENGE WEST
PENGE WEST
PENGE WEST
PENGE WEST
PENGE WEST
NEW BECKENHAM
NEW BECKENHAM
NEW BECKENHAM
NEW BECKENHAM
NEW BECKENHAM
NEW BECKENHAM
NEW BECKENHAM
PENGE
PENGE
PENGE
PENGE
PENGE
PENGE
PENGE
RAVENSBOURNE
RAVENSBOURNE
RAVENSBOURNE
RAVENSBOURNE
RAVENSBOURNE
RAVENSBOURNE
RAVENSBOURNE
HELICAL BAR PLC REPORT & ACCOUNTS 2014 DALSTON
DALSTON
DALSTON
DALSTON
DALSTON
MARYLAND
MARYLAND
MARYLAND
MARYLAND
MARYLAND
CALEDONIAN ROAD & BARNSBURY
CALEDONIAN ROAD & BARNSBURY
CALEDONIAN ROAD & BARNSBURY
CALEDONIAN ROAD & BARNSBURY
CALEDONIAN ROAD & BARNSBURY
HACKNEY WICK
HACKNEY WICK
HACKNEY WICK
HACKNEY WICK
HACKNEY WICK
STRATFORD INTERNATIONAL
STRATFORD INTERNATIONAL
STRATFORD INTERNATIONAL
STRATFORD INTERNATIONAL
STRATFORD INTERNATIONAL
CRICKLEWOOD
CRICKLEWOOD
CRICKLEWOOD
CRICKLEWOOD
CRICKLEWOOD
HAMPSTEAD HEATH
HAMPSTEAD HEATH
HAMPSTEAD HEATH
HAMPSTEAD HEATH
HAMPSTEAD HEATH
GOSPEL OAK
GOSPEL OAK
GOSPEL OAK
GOSPEL OAK
GOSPEL OAK
FINCHLEY ROAD & FROGNAL
FINCHLEY ROAD & FROGNAL
FINCHLEY ROAD & FROGNAL
FINCHLEY ROAD & FROGNAL
FINCHLEY ROAD & FROGNAL
KENTISH TOWN
KENTISH TOWN
KENTISH TOWN
KENTISH TOWN
KENTISH TOWN
KENTISH TOWN WEST
KENTISH TOWN WEST
KENTISH TOWN WEST
KENTISH TOWN WEST
KENTISH TOWN WEST
WEST HAMPSTEAD THAMESLINK
WEST HAMPSTEAD THAMESLINK
WEST HAMPSTEAD THAMESLINK
WEST HAMPSTEAD THAMESLINK
WEST HAMPSTEAD THAMESLINK
WEST HAMPSTEAD
WEST HAMPSTEAD
WEST HAMPSTEAD
WEST HAMPSTEAD
WEST HAMPSTEAD
BRONDESBURY
BRONDESBURY
BRONDESBURY
BRONDESBURY
BRONDESBURY
DRAYTON PARK
DRAYTON PARK
DRAYTON PARK
DRAYTON PARK
DRAYTON PARK
through judicious buying of under-rented buildings in groWth
areas, securing lettings and undertaking refurbishments, helical
aims to generate substantial capital groWth in its property values.
ISLINGTON
ISLINGTON
ISLINGTON
ISLINGTON
ISLINGTON
HIGHBURY & ISLINGTON
HIGHBURY & ISLINGTON
HIGHBURY & ISLINGTON
HIGHBURY & ISLINGTON
HIGHBURY & ISLINGTON
DALSTON KINGSLAND
DALSTON KINGSLAND
DALSTON KINGSLAND
DALSTON KINGSLAND
DALSTON KINGSLAND
HACKNEY CENTRAL
HACKNEY CENTRAL
HACKNEY CENTRAL
HACKNEY CENTRAL
HACKNEY CENTRAL
HACKNEY DOWNS
HACKNEY DOWNS
HACKNEY DOWNS
HACKNEY DOWNS
HACKNEY DOWNS
CANONBURY
CANONBURY
CANONBURY
CANONBURY
CANONBURY
HOMERTON
HOMERTON
HOMERTON
HOMERTON
HOMERTON
HACKNEY
HACKNEY
HACKNEY
HACKNEY
HACKNEY
STONEBRIDGE PARK
STONEBRIDGE PARK
STONEBRIDGE PARK
STONEBRIDGE PARK
STONEBRIDGE PARK
HARLESDEN
HARLESDEN
HARLESDEN
HARLESDEN
HARLESDEN
BRONDESBURY PARK
BRONDESBURY PARK
BRONDESBURY PARK
BRONDESBURY PARK
BRONDESBURY PARK
KILBURN HIGH ROAD
KILBURN HIGH ROAD
KILBURN HIGH ROAD
KILBURN HIGH ROAD
KILBURN HIGH ROAD
KENSAL RISE
KENSAL RISE
KENSAL RISE
KENSAL RISE
KENSAL RISE
QUEENS PARK (LONDON)
QUEENS PARK (LONDON)
QUEENS PARK (LONDON)
QUEENS PARK (LONDON)
QUEENS PARK (LONDON)
WILLESDEN JUNCTION
WILLESDEN JUNCTION
WILLESDEN JUNCTION
WILLESDEN JUNCTION
WILLESDEN JUNCTION
KENSAL GREEN
KENSAL GREEN
KENSAL GREEN
KENSAL GREEN
KENSAL GREEN
SOUTH HAMPSTEAD
SOUTH HAMPSTEAD
SOUTH HAMPSTEAD
SOUTH HAMPSTEAD
SOUTH HAMPSTEAD
CAMDEN ROAD
CAMDEN ROAD
CAMDEN ROAD
CAMDEN ROAD
CAMDEN ROAD
ESSEX ROAD
ESSEX ROAD
ESSEX ROAD
ESSEX ROAD
ESSEX ROAD
HAGGERSTON
HAGGERSTON
HAGGERSTON
HAGGERSTON
HAGGERSTON
LONDON FIELDS
LONDON FIELDS
LONDON FIELDS
LONDON FIELDS
LONDON FIELDS
FINSBURY
FINSBURY
FINSBURY
FINSBURY
FINSBURY
KINGS CROSS
KINGS CROSS
KINGS CROSS
KINGS CROSS
KINGS CROSS
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
HOXTON
HOXTON
HOXTON
HOXTON
HOXTON
CAMBRIDGE HEATH
CAMBRIDGE HEATH
CAMBRIDGE HEATH
CAMBRIDGE HEATH
CAMBRIDGE HEATH
ST PANCRAS INTERNATIONAL
ST PANCRAS INTERNATIONAL
ST PANCRAS INTERNATIONAL
ST PANCRAS INTERNATIONAL
ST PANCRAS INTERNATIONAL
LONDON EUSTON
LONDON EUSTON
LONDON EUSTON
LONDON EUSTON
LONDON EUSTON
OLD STREET
OLD STREET
OLD STREET
OLD STREET
OLD STREET
the Bower
HORNSEY
HORNSEY
HORNSEY
HORNSEY
HORNSEY
TOTTENHAM HALE
TOTTENHAM HALE
TOTTENHAM HALE
TOTTENHAM HALE
TOTTENHAM HALE
BLACKHORSE ROAD
BLACKHORSE ROAD
BLACKHORSE ROAD
BLACKHORSE ROAD
BLACKHORSE ROAD
WOOD STREET
WOOD STREET
WOOD STREET
WOOD STREET
WOOD STREET
SEVEN SISTERS
SEVEN SISTERS
SEVEN SISTERS
SEVEN SISTERS
SEVEN SISTERS
SOUTH TOTTENHAM
SOUTH TOTTENHAM
SOUTH TOTTENHAM
SOUTH TOTTENHAM
SOUTH TOTTENHAM
WALTHAMSTOW CENTRAL
WALTHAMSTOW CENTRAL
WALTHAMSTOW CENTRAL
WALTHAMSTOW CENTRAL
WALTHAMSTOW CENTRAL
ST JAMES STREET
ST JAMES STREET
ST JAMES STREET
ST JAMES STREET
ST JAMES STREET
WALTHAMSTOW QUEEN'S ROAD
WALTHAMSTOW QUEEN'S ROAD
WALTHAMSTOW QUEEN'S ROAD
WALTHAMSTOW QUEEN'S ROAD
WALTHAMSTOW QUEEN'S ROAD
HARRINGAY GREEN LANES
HARRINGAY GREEN LANES
HARRINGAY GREEN LANES
HARRINGAY GREEN LANES
HARRINGAY GREEN LANES
HARRINGAY
HARRINGAY
HARRINGAY
HARRINGAY
HARRINGAY
STAMFORD HILL
STAMFORD HILL
STAMFORD HILL
STAMFORD HILL
STAMFORD HILL
CROUCH HILL
CROUCH HILL
CROUCH HILL
CROUCH HILL
CROUCH HILL
UPPER HOLLOWAY
UPPER HOLLOWAY
UPPER HOLLOWAY
UPPER HOLLOWAY
UPPER HOLLOWAY
FINSBURY PARK
FINSBURY PARK
FINSBURY PARK
FINSBURY PARK
FINSBURY PARK
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
STOKE NEWINGTON
CLAPTON
CLAPTON
CLAPTON
CLAPTON
CLAPTON
RECTORY ROAD
RECTORY ROAD
RECTORY ROAD
RECTORY ROAD
RECTORY ROAD
LEYTON MIDLAND ROAD
LEYTON MIDLAND ROAD
LEYTON MIDLAND ROAD
LEYTON MIDLAND ROAD
LEYTON MIDLAND ROAD
11
LEYTON
LEYTON
LEYTON
LEYTON
LEYTON
LEYTONSTONE HIGH ROAD
LEYTONSTONE HIGH ROAD
LEYTONSTONE HIGH ROAD
LEYTONSTONE HIGH ROAD
LEYTONSTONE HIGH ROAD
EASTCOTE
EASTCOTE
EASTCOTE
EASTCOTE
EASTCOTE
HENDON
HENDON
HENDON
HENDON
HENDON
PINNER
PINNER
PINNER
PINNER
PINNER
WEALDSTONE
WEALDSTONE
WEALDSTONE
WEALDSTONE
WEALDSTONE
HARROW & WEALDSTONE
HARROW & WEALDSTONE
HARROW & WEALDSTONE
HARROW & WEALDSTONE
HARROW & WEALDSTONE
KINGSBURY
KINGSBURY
KINGSBURY
KINGSBURY
KINGSBURY
GREENHILL
GREENHILL
GREENHILL
GREENHILL
GREENHILL
KENTON
KENTON
KENTON
KENTON
KENTON
KENTON
KENTON
KENTON
KENTON
KENTON
HARROW
HARROW
HARROW
HARROW
HARROW
HARROW-ON-THE-HILL
HARROW-ON-THE-HILL
HARROW-ON-THE-HILL
HARROW-ON-THE-HILL
HARROW-ON-THE-HILL
HARROW ON THE HILL
HARROW ON THE HILL
HARROW ON THE HILL
HARROW ON THE HILL
HARROW ON THE HILL
SOUTH KENTON
SOUTH KENTON
SOUTH KENTON
SOUTH KENTON
SOUTH KENTON
SOUTH RUISLIP
SOUTH RUISLIP
SOUTH RUISLIP
SOUTH RUISLIP
SOUTH RUISLIP
NORTHOLT PARK
NORTHOLT PARK
NORTHOLT PARK
NORTHOLT PARK
NORTHOLT PARK
SUDBURY HILL HARROW
SUDBURY HILL HARROW
SUDBURY HILL HARROW
SUDBURY HILL HARROW
SUDBURY HILL HARROW
NORTH WEMBLEY
NORTH WEMBLEY
NORTH WEMBLEY
NORTH WEMBLEY
NORTH WEMBLEY
SUDBURY & HARROW ROAD
SUDBURY & HARROW ROAD
SUDBURY & HARROW ROAD
SUDBURY & HARROW ROAD
SUDBURY & HARROW ROAD
WEMBLEY
WEMBLEY
WEMBLEY
WEMBLEY
WEMBLEY
WEMBLEY STADIUM
WEMBLEY STADIUM
WEMBLEY STADIUM
WEMBLEY STADIUM
WEMBLEY STADIUM
WEMBLEY CENTRAL
WEMBLEY CENTRAL
WEMBLEY CENTRAL
WEMBLEY CENTRAL
WEMBLEY CENTRAL
NORTHOLT
NORTHOLT
NORTHOLT
NORTHOLT
NORTHOLT
GREENFORD
GREENFORD
GREENFORD
GREENFORD
GREENFORD
SOUTH GREENFORD
SOUTH GREENFORD
SOUTH GREENFORD
SOUTH GREENFORD
SOUTH GREENFORD
PERIVALE
PERIVALE
PERIVALE
PERIVALE
PERIVALE
GREENFORD
GREENFORD
GREENFORD
GREENFORD
GREENFORD
YEADING
YEADING
YEADING
YEADING
YEADING
CASTLE BAR PARK
CASTLE BAR PARK
CASTLE BAR PARK
CASTLE BAR PARK
CASTLE BAR PARK
DRAYTON GREEN
DRAYTON GREEN
DRAYTON GREEN
DRAYTON GREEN
DRAYTON GREEN
EALING BROADWAY
EALING BROADWAY
EALING BROADWAY
EALING BROADWAY
EALING BROADWAY
SOUTHALL
SOUTHALL
SOUTHALL
SOUTHALL
SOUTHALL
WEST EALING
WEST EALING
WEST EALING
WEST EALING
WEST EALING
HANWELL
HANWELL
HANWELL
HANWELL
HANWELL
EALING
EALING
EALING
EALING
EALING
ACTON CENTRAL
ACTON CENTRAL
ACTON CENTRAL
ACTON CENTRAL
ACTON CENTRAL
ACTON MAIN LINE
ACTON MAIN LINE
ACTON MAIN LINE
ACTON MAIN LINE
ACTON MAIN LINE
LONDON PADDINGTON
LONDON PADDINGTON
LONDON PADDINGTON
LONDON PADDINGTON
LONDON PADDINGTON
enterprise house
SOUTHALL
SOUTHALL
SOUTHALL
SOUTHALL
SOUTHALL
SHEPHERD'S BUSH
SHEPHERD'S BUSH
SHEPHERD'S BUSH
SHEPHERD'S BUSH
SHEPHERD'S BUSH
NORWOOD GREEN
NORWOOD GREEN
NORWOOD GREEN
NORWOOD GREEN
NORWOOD GREEN
BRENTFORD
BRENTFORD
BRENTFORD
BRENTFORD
BRENTFORD
SOUTH ACTON
SOUTH ACTON
SOUTH ACTON
SOUTH ACTON
SOUTH ACTON
KENSINGTON OLYMPIA
KENSINGTON OLYMPIA
KENSINGTON OLYMPIA
KENSINGTON OLYMPIA
KENSINGTON OLYMPIA
CRANFORD
CRANFORD
CRANFORD
CRANFORD
CRANFORD
HESTON
HESTON
HESTON
HESTON
HESTON
GUNNERSBURY
GUNNERSBURY
GUNNERSBURY
GUNNERSBURY
GUNNERSBURY
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
BRENTFORD
BRENTFORD
BRENTFORD
BRENTFORD
BRENTFORD
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
KEW BRIDGE
SYON LANE
SYON LANE
SYON LANE
SYON LANE
SYON LANE
CHISWICK
CHISWICK
CHISWICK
CHISWICK
CHISWICK
ISLEWORTH
ISLEWORTH
ISLEWORTH
ISLEWORTH
ISLEWORTH
KEW GARDENS
KEW GARDENS
KEW GARDENS
KEW GARDENS
KEW GARDENS
KEW
KEW
KEW
KEW
KEW
HATTON
HATTON
HATTON
HATTON
HATTON
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
HOUNSLOW
ISLEWORTH
ISLEWORTH
ISLEWORTH
ISLEWORTH
ISLEWORTH
RICHMOND (LONDON)
RICHMOND (LONDON)
RICHMOND (LONDON)
RICHMOND (LONDON)
RICHMOND (LONDON)
NORTH SHEEN
NORTH SHEEN
NORTH SHEEN
NORTH SHEEN
NORTH SHEEN
RICHMOND
RICHMOND
RICHMOND
RICHMOND
RICHMOND
PUTNEY
PUTNEY
PUTNEY
PUTNEY
PUTNEY
WANDSWORTH TOWN
WANDSWORTH TOWN
WANDSWORTH TOWN
WANDSWORTH TOWN
WANDSWORTH TOWN
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
FELTHAM
ST MARGARETS (LONDON)
ST MARGARETS (LONDON)
ST MARGARETS (LONDON)
ST MARGARETS (LONDON)
ST MARGARETS (LONDON)
WHITTON
WHITTON
WHITTON
WHITTON
WHITTON
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
TWICKENHAM
STRAWBERRY HILL
STRAWBERRY HILL
STRAWBERRY HILL
STRAWBERRY HILL
STRAWBERRY HILL
FULWELL
FULWELL
FULWELL
FULWELL
FULWELL
HAM
HAM
HAM
HAM
HAM
EARLSFIELD
EARLSFIELD
EARLSFIELD
EARLSFIELD
EARLSFIELD
HAYDONS ROAD
HAYDONS ROAD
HAYDONS ROAD
HAYDONS ROAD
HAYDONS ROAD
CITY THAMESLINK
CITY THAMESLINK
CITY THAMESLINK
CITY THAMESLINK
CITY THAMESLINK
HOLBORN
HOLBORN
HOLBORN
HOLBORN
HOLBORN
BLACKFRIARS
BLACKFRIARS
BLACKFRIARS
BLACKFRIARS
BLACKFRIARS
CITY OF LONDON
CITY OF LONDON
CITY OF LONDON
CITY OF LONDON
CITY OF LONDON
Creechurch Place
CANNON STREET
CANNON STREET
CANNON STREET
CANNON STREET
CANNON STREET
FENCHURCH STREET
FENCHURCH STREET
FENCHURCH STREET
FENCHURCH STREET
FENCHURCH STREET
New Loom house
SHADWELL
SHADWELL
SHADWELL
SHADWELL
SHADWELL
LIMEHOUSE
LIMEHOUSE
LIMEHOUSE
LIMEHOUSE
LIMEHOUSE
LONDON CHARING CROSS
LONDON CHARING CROSS
LONDON CHARING CROSS
LONDON CHARING CROSS
LONDON CHARING CROSS
POPLAR
POPLAR
POPLAR
POPLAR
POPLAR
WATERLOO EAST
WATERLOO EAST
WATERLOO EAST
WATERLOO EAST
WATERLOO EAST
LONDON BRIDGE
LONDON BRIDGE
LONDON BRIDGE
LONDON BRIDGE
LONDON BRIDGE
WATERLOO
WATERLOO
WATERLOO
WATERLOO
WATERLOO
WAPPING
WAPPING
WAPPING
WAPPING
WAPPING
ROTHERHITHE
ROTHERHITHE
ROTHERHITHE
ROTHERHITHE
ROTHERHITHE
CANADA WATER
CANADA WATER
CANADA WATER
CANADA WATER
CANADA WATER
BERMONDSEY
BERMONDSEY
BERMONDSEY
BERMONDSEY
BERMONDSEY
LONDON VICTORIA
LONDON VICTORIA
LONDON VICTORIA
LONDON VICTORIA
LONDON VICTORIA
ELEPHANT & CASTLE
ELEPHANT & CASTLE
ELEPHANT & CASTLE
ELEPHANT & CASTLE
ELEPHANT & CASTLE
SURREY QUAYS
SURREY QUAYS
SURREY QUAYS
SURREY QUAYS
SURREY QUAYS
ISLE OF DOGS
ISLE OF DOGS
ISLE OF DOGS
ISLE OF DOGS
ISLE OF DOGS
LAMBETH
LAMBETH
LAMBETH
LAMBETH
LAMBETH
SOUTH BERMONDSEY
SOUTH BERMONDSEY
SOUTH BERMONDSEY
SOUTH BERMONDSEY
SOUTH BERMONDSEY
WEST BROMPTON
WEST BROMPTON
WEST BROMPTON
WEST BROMPTON
WEST BROMPTON
VAUXHALL (LONDON)
VAUXHALL (LONDON)
VAUXHALL (LONDON)
VAUXHALL (LONDON)
VAUXHALL (LONDON)
MAZE HILL
MAZE HILL
MAZE HILL
MAZE HILL
MAZE HILL
DEPTFORD
DEPTFORD
DEPTFORD
DEPTFORD
DEPTFORD
NEW CROSS
NEW CROSS
NEW CROSS
NEW CROSS
NEW CROSS
GREENWICH
GREENWICH
GREENWICH
GREENWICH
GREENWICH
IMPERIAL WHARF
IMPERIAL WHARF
IMPERIAL WHARF
IMPERIAL WHARF
IMPERIAL WHARF
QUEENSTOWN ROAD (BATTERSEA)
QUEENSTOWN ROAD (BATTERSEA)
QUEENSTOWN ROAD (BATTERSEA)
QUEENSTOWN ROAD (BATTERSEA)
QUEENSTOWN ROAD (BATTERSEA)
BATTERSEA PARK
BATTERSEA PARK
BATTERSEA PARK
BATTERSEA PARK
BATTERSEA PARK
CAMBERWELL
CAMBERWELL
CAMBERWELL
CAMBERWELL
CAMBERWELL
QUEENS ROAD (PECKHAM)
QUEENS ROAD (PECKHAM)
QUEENS ROAD (PECKHAM)
QUEENS ROAD (PECKHAM)
QUEENS ROAD (PECKHAM)
NEW CROSS GATE
NEW CROSS GATE
NEW CROSS GATE
NEW CROSS GATE
NEW CROSS GATE
BARNES BRIDGE
BARNES BRIDGE
BARNES BRIDGE
BARNES BRIDGE
BARNES BRIDGE
MORTLAKE
MORTLAKE
MORTLAKE
MORTLAKE
MORTLAKE
BARNES
BARNES
BARNES
BARNES
BARNES
WANDSWORTH ROAD
WANDSWORTH ROAD
WANDSWORTH ROAD
WANDSWORTH ROAD
WANDSWORTH ROAD
LOUGHBOROUGH JUNCTION
LOUGHBOROUGH JUNCTION
LOUGHBOROUGH JUNCTION
LOUGHBOROUGH JUNCTION
LOUGHBOROUGH JUNCTION
DENMARK HILL
DENMARK HILL
DENMARK HILL
DENMARK HILL
DENMARK HILL
CLAPHAM HIGH STREET
CLAPHAM HIGH STREET
CLAPHAM HIGH STREET
CLAPHAM HIGH STREET
CLAPHAM HIGH STREET
BRIXTON
BRIXTON
BRIXTON
BRIXTON
BRIXTON
PECKHAM RYE
PECKHAM RYE
PECKHAM RYE
PECKHAM RYE
PECKHAM RYE
DEPTFORD
DEPTFORD
DEPTFORD
DEPTFORD
DEPTFORD
ST JOHNS
ST JOHNS
ST JOHNS
ST JOHNS
ST JOHNS
BLACKHEATH
BLACKHEATH
BLACKHEATH
BLACKHEATH
BLACKHEATH
NUNHEAD
NUNHEAD
NUNHEAD
NUNHEAD
NUNHEAD
LEWISHAM
LEWISHAM
LEWISHAM
LEWISHAM
LEWISHAM
BLACKHEATH
BLACKHEATH
BLACKHEATH
BLACKHEATH
BLACKHEATH
BROCKLEY
BROCKLEY
BROCKLEY
BROCKLEY
BROCKLEY
CLAPHAM JUNCTION
CLAPHAM JUNCTION
CLAPHAM JUNCTION
CLAPHAM JUNCTION
CLAPHAM JUNCTION
EAST DULWICH
EAST DULWICH
EAST DULWICH
EAST DULWICH
EAST DULWICH
WANDSWORTH COMMON
WANDSWORTH COMMON
WANDSWORTH COMMON
WANDSWORTH COMMON
WANDSWORTH COMMON
Barts square ec1
225,500 sq ft of office space.
215 high quality residential
apartments in 17 buildings.
Retail space on ground floor
BALHAM
BALHAM
BALHAM
BALHAM
BALHAM
BRIXTON
BRIXTON
BRIXTON
BRIXTON
BRIXTON
HERNE HILL
HERNE HILL
HERNE HILL
HERNE HILL
HERNE HILL
NORTH DULWICH
NORTH DULWICH
NORTH DULWICH
NORTH DULWICH
NORTH DULWICH
Creechurch Place ec3
271,000 sq ft of offices.
2,000 sq ft of retail
LEWISHAM
LEWISHAM
LEWISHAM
LEWISHAM
LEWISHAM
CROFTON PARK
CROFTON PARK
CROFTON PARK
CROFTON PARK
CROFTON PARK
LADYWELL
LADYWELL
LADYWELL
LADYWELL
LADYWELL
New Loom house e1
HONOR OAK PARK
HONOR OAK PARK
HONOR OAK PARK
HONOR OAK PARK
HONOR OAK PARK
112,000 sq ft office building
undergoing phased refurbishment
CATFORD
CATFORD
CATFORD
CATFORD
CATFORD
CATFORD BRIDGE
CATFORD BRIDGE
CATFORD BRIDGE
CATFORD BRIDGE
CATFORD BRIDGE
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
HITHER GREEN
TULSE HILL
TULSE HILL
TULSE HILL
TULSE HILL
TULSE HILL
WEST DULWICH
WEST DULWICH
WEST DULWICH
WEST DULWICH
WEST DULWICH
DULWICH
DULWICH
DULWICH
DULWICH
DULWICH
FOREST HILL
FOREST HILL
FOREST HILL
FOREST HILL
FOREST HILL
CATFORD
CATFORD
CATFORD
CATFORD
CATFORD
HANWORTH
HANWORTH
HANWORTH
HANWORTH
HANWORTH
KEMPTON PARK
KEMPTON PARK
KEMPTON PARK
KEMPTON PARK
KEMPTON PARK
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
TEDDINGTON
KINGSTON UPON THAMES
KINGSTON UPON THAMES
KINGSTON UPON THAMES
KINGSTON UPON THAMES
KINGSTON UPON THAMES
WIMBLEDON
WIMBLEDON
WIMBLEDON
WIMBLEDON
WIMBLEDON
TOOTING
TOOTING
TOOTING
TOOTING
TOOTING
STREATHAM COMMON
STREATHAM COMMON
STREATHAM COMMON
STREATHAM COMMON
STREATHAM COMMON
STREATHAM HILL
STREATHAM HILL
STREATHAM HILL
STREATHAM HILL
STREATHAM HILL
STREATHAM
STREATHAM
STREATHAM
STREATHAM
STREATHAM
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
SYDENHAM HILL
SYDENHAM HILL
SYDENHAM HILL
SYDENHAM HILL
SYDENHAM HILL
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
SYDENHAM
BELLINGHAM
BELLINGHAM
BELLINGHAM
BELLINGHAM
BELLINGHAM
STREATHAM
STREATHAM
STREATHAM
STREATHAM
STREATHAM
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
WEST NORWOOD
GIPSY HILL
GIPSY HILL
GIPSY HILL
GIPSY HILL
GIPSY HILL
LOWER SYDENHAM
LOWER SYDENHAM
LOWER SYDENHAM
LOWER SYDENHAM
LOWER SYDENHAM
BECKENHAM HILL
BECKENHAM HILL
BECKENHAM HILL
BECKENHAM HILL
BECKENHAM HILL
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
PENGE EAST
PENGE EAST
PENGE EAST
PENGE EAST
PENGE EAST
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
CRYSTAL PALACE
PENGE WEST
PENGE WEST
PENGE WEST
PENGE WEST
PENGE WEST
NEW BECKENHAM
NEW BECKENHAM
NEW BECKENHAM
NEW BECKENHAM
NEW BECKENHAM
PENGE
PENGE
PENGE
PENGE
PENGE
RAVENSBOURNE
RAVENSBOURNE
RAVENSBOURNE
RAVENSBOURNE
RAVENSBOURNE
STRATFORD (LONDON)
STRATFORD (LONDON)
STRATFORD (LONDON)
STRATFORD (LONDON)
STRATFORD (LONDON)
STRATFORD
STRATFORD
STRATFORD
STRATFORD
STRATFORD
WEST HAM
WEST HAM
WEST HAM
WEST HAM
WEST HAM
MARYLEBONE (LONDON)
MARYLEBONE (LONDON)
MARYLEBONE (LONDON)
MARYLEBONE (LONDON)
MARYLEBONE (LONDON)
FARRINGDON
FARRINGDON
FARRINGDON
FARRINGDON
FARRINGDON
Barts square
MOORGATE
MOORGATE
MOORGATE
MOORGATE
MOORGATE
artillery Lane
WHITECHAPEL
WHITECHAPEL
WHITECHAPEL
WHITECHAPEL
WHITECHAPEL
STEPNEY
STEPNEY
STEPNEY
STEPNEY
STEPNEY
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
BETHNAL GREEN
BOW
BOW
BOW
BOW
BOW
LIVERPOOL STREET
LIVERPOOL STREET
LIVERPOOL STREET
LIVERPOOL STREET
LIVERPOOL STREET
Clifton street
SHOREDITCH
SHOREDITCH
SHOREDITCH
SHOREDITCH
SHOREDITCH
Maple house
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeINTRODUCTION 12
RetaIL PoRtFoLIo
huddersfield Retail Park huddersfield
Fully let retail park with tenants
including Matalan, Aldi and Dunelm
Corby town Centre corby
Comprising in excess of 750,000 sq ft
of retail space including Willow Place
Shopping Centre and the Oasis Retail
Park. helical owns the majority of the
town centre
Clyde shopping Centre clydebank
120 unit, 625,000 sq ft
shopping centre
Clyde shopping Centre
clydebank
Penny street
lancaster
huddersfield Retail Park
huddersfield
Beckett street
doncaster
Upton Road
birkenhead
Parkgate shirley
Unicorn hill redditch
Leisure Plaza & Ca.1
milton keynes
Idlewells shopping Centre
sutton-in-ashfield
Corby town Centre corby
the guineas
newmarket
78-104 town square
basildon
otford Retail Park
sevenoaks
tyglass Road &
the Morgan Quarter
cardiff
Morgan Quarter cardiff
Prime Cardiff retail with tenants including
Urban Outfitters and Jack Wills
HELICAL BAR PLC REPORT & ACCOUNTS 2014 RegIoNaL PoRtFoLIo
st vincent street glasgow
220,000 sq ft of pre-let office space
13
europa Centralna gliwice
A c.720,000 sq ft retail park and
shopping centre
POlAnD
the hub &
st vincent street
glasgow
Park handlowy
mlyn, Wroclaw
europa Centralna
gliwice
the guineas
newmarket
Churchgate and Lee house manchester
250,000 sq ft multi-let city centre office
Phoenix house oldham
Churchgate and Lee house
manchester
Walkmill Lane
cannock
Maudslay Park
great alne
arleston telford
Cawston rugby
Winterhill Industrial estate
milton keynes
Bramshott Place liphook
Millbrook village
exeter
Botleigh grange
hedge end
southampton
durrants village faygate
171 unit retirement village development
Fordham newmarket
dales Manor Business Park
cambridge
Manor Park reading
Manor Royal crawley
durrants village
faygate
Ropemaker Park
hailsham
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeINTRODUCTION 14
DEvELOPm ENT
St Vincent Street
GLASGOW
220,000 sQ Ft
OFFICE BUILDING
PRE-LET TO
SCOTTISh POWER
heLICaL BaR PLC report & accounts 2014
ChaIRMaN’s stateMeNt
15
Your company has produced record results with
pre-tax profits of £101.7m, being the highest since
it became a property company in 1984, 30 years
ago. The total unleveraged return of its property
portfolio, as measured by iPD, was 23.8%,
compared to the iPD Universe of march valued
funds of 13.4%.
Total property return increased by 290% to £140.1m (2013: £35.9m) and
included continued growing rents of £29.8m (up 21.6% on 2013) and
development profits of £65.0m (2013: £7.0m), a remarkable increase of
828%! Diluted EPRA net asset value per share increased by 18.6% to 313p
(2013: 264p). Total Shareholder Return for the year to 31 March 2014 was
61.1%, compared to returns of companies in the FTSE 350 Real Estate
Super Sector Return Index of 27.4% and for the wider UK Equity Market as
a whole of 8.8%. These record results allow the Board to continue its
progressive dividend policy and to recommend to shareholders a final
dividend of 4.75p, an increase of 28% on 2013 (3.70p), taking the total for
the year to 6.75p, an overall increase of 22% (2013: 5.55p).
This year’s results reflect the culmination of many years’ work on two very
profitable schemes on which helical acted as development manager. Details
of the projects at White City, London W12 and 200 Aldersgate, London EC1
are set out later in this report but together they contributed £61.0m (2013:
£1.0m) of the £65.0m development profit made by the Group during the
year. Our decision to invest in the regions for income and in London for
capital growth continues to create shareholder value with see-through net
rents of £29.8m and gains on sale or revaluation of the investment portfolio
of £45.0m, including an 18.6% valuation increase on our London assets. We
now have an investment portfolio of over £600m of which 43% is in London
and the remaining 57% in regional assets mainly, but not solely, held for
income generation.
18.6%
INCREASE IN DILUTED EPRA NET
ASSET VALUE PER S hARE
£600m
INVESTMENT PORTFOLIO
46%
LOAN TO VALUE
£101.7m
PRE - TAx PROFITS
61.1%
TOTAL S hARE hOLDER RETURN
22%
INCREASE IN TOTAL DIVIDEND
The expansion of the Company’s activities by investing in London and the
regions was financed by the proceeds of an £80m Retail Bond issued in
June 2013, and bank facilities provided by our banking partners. Our
business model is predicated on the basis that we are able to read and
understand the real estate cycle. We use gearing on a tactical basis, being
raised to accentuate property performance when property returns are judged
to outperform materially the cost of debt. however, we remain nimble enough
to reduce our exposure to the cycle at the appropriate time. Our medium to
long term target for our loan to value, the ratio of net borrowings to the value
of property, is 50% and at 31 March 2014 this ratio was 46% (2013: 46%).
The Group is well positioned to face the future with a sound financial base,
having increased its income stream by replacing low growth assets with
higher yielding retail properties, refinancing maturing debt with longer term
bank facilities and reducing its exposure to any future interest rate rises by
entering into hedging instruments, taking advantage of low interest rates. In
addition, and with the backing of the major property lending banks, the Group
has access to a number of new bank facilities which, when added to its cash
balances, provides a level of liquidity and resources that enable it to continue
to rebalance its portfolio. We believe that there are further opportunities in
today’s real estate market to add to the portfolio, boosting income returns
and the potential for capital gains.
In my statement in May 2013 I noted that I believed we were on the cusp of
returning to delivering outperformance. These results are the vindication of
that belief. Looking forward, our London development schemes at The
Bower, Old Street, Barts Square, Maple house, Clifton Street, Creechurch
Place and hammersmith Town hall provide comfort that, in the absence of a
major economic downturn, and with an investment portfolio providing
growing income and capital surpluses, the Company is well placed to
continue to deliver outperformance and ongoing value for shareholders.
nigel mcnair Scott
Chairman
19 June 2014
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeINTRODUCTION 16 ChIeF exeCUtIve’s stateMeNt
“Helical aims to deliver market leading returns by
acquiring higher yielding investment properties,
applying a rigorous approach to asset management
and deploying limited equity through a variety of
different structures into development situations
which have the potential to be highly profitable.”
The first half of the financial year was dominated by the outstanding success
of the projects at White City, London W12 and at 200 Aldersgate, London
EC1. It would be wrong not to reflect on these results as both schemes
illustrate the ‘helical model’ of applying limited equity and hard work to create
exceptional performance. To remind shareholders, these two projects resulted
in a net cash receipt of £62m, an outstanding return on a total of £1.5m
invested.
We acquired the 10 acre site south of the A40 at White City in joint venture
with Aviva and worked with them over a number of years helping to create
the vision for the Mayor’s Opportunity Area, resulting in a resolution to grant
planning permission for a 1.5m sq ft mixed use development. The site was
sold to Imperial College in September 2013 crystallising the substantial profit
payment.
The second significant transaction involved us working with Deutsche
Pfandbriefbank on the refurbishment and letting of the 367,000 sq ft office
and retail building at 200 Aldersgate, EC1. Last summer we completed the
final letting and oversaw the sale of the building for £228m and, as a result,
helical received a substantial profit-share payment. My fellow directors
Gerald Kaye and Matthew Bonning-Snook deserve recognition for these
outstanding achievements.
Shareholders will recall that at the time of the 2012 accounts we undertook
to augment our investment portfolio to 75% of the Company’s assets,
reducing the development/risk element of the business to 25%. I am pleased
to report that we have achieved what we set out to do.
We also undertook at that time to divide the investment portfolio between
investments in the regions (shopping centres, retail parks and logistics)
chosen for high yields and income, and assets in central London to provide
capital growth. I am pleased to report that by recycling our capital and taking
advantage of the successful issue of an £80m retail bond last summer, we
have been able to increase the size of our share of the property portfolio to
over £800m. We have maintained the high yields from our regional
investments and achieved an 18.6% capital gain from our investment assets
in central London.
18.6%
CAPITAL GAIN ON L ONDON ASSETS
396,000 sQ Ft
SI zE OF REFURBISh ED OFFICES
AT Th E B OWER, EC1
94 aPaRtMeNts
FIRST P hASE OF BARTS SQUARE
£62m
NET CAS h RECEIPTS ON Wh ITE C ITy,
W12 AND 200 ALDERSGATE, EC1
75:25
RATIO OF I NVESTMENT
TO DEVELOPMENT
£80m
RETAIL BOND ISSUE
We are now turning our attention to our current development portfolio as it is these
schemes, together with continuing capital gains in our investments that will drive
the Company forward in the future. We are particularly pleased to have agreed a
joint venture with hOOPP (healthcare of Ontario Pension Plan) to develop
speculatively the 273,000 sq ft office scheme in EC3, now renamed Creechurch
Place. We are beginning construction this summer for delivery in Q4 2016.
We, in partnership with Crosstree Real Estate Partners, are now on site at our
396,000 sq ft office refurbishment at The Bower, Old Street, EC1. Further
developments at Maple house, City Road, EC1 and Clifton Street, EC2 complete
our programme in the burgeoning Shoreditch tech belt. At Barts Square, EC1, our
scheme in partnership with Baupost, we are on track to start the first phase of 94
apartments in January 2015. Subsequent phases comprise two office buildings
of 202,000 sq ft and 23,500 sq ft, a further 121 apartments and retail/A3.
Working jointly with Grainger, we have received planning consent for a mixed
use development adjoining hammersmith Town hall that comprises offices
for the Council, 196 apartments, a cinema, retail, restaurant and café space.
At the same time, work on our 220,000 sq ft pre-let and pre-sold
development for Scottish Power in Glasgow proceeds to plan. We live in a
time of short supply in most sectors yet the improving economy is giving rise
to strong occupational demand. helical has been fortunate in timing its
development acquisitions; all are well structured financially and we look
forward to delivering and monetising these projects over the next few years.
We have had an outstanding year and are exactly where we planned to be.
No doubt there will be a few blips along the way, but we remain positive on
the prospects for our market place. We continue to focus on London offices
and high yielding regional property for the investment portfolio whilst building
out the London development programme. We remain highly focused, highly
incentivised and confident in our prospects over the next two to three years.
It remains for me to thank all the members of the team for their outstanding
efforts and also to express my thanks to the members of the Board, our bankers,
the many professionals who have advised us so well and to you our shareholders.
michael Slade
Chief Executive
19 June 2014
HELICAL BAR PLC REPORT & ACCOUNTS 2014 INvESTmENT/DEvELOPmENT
BARTS SQUARE
LONDON EC1
17
heLICaL BaR PLC report & accounts 2014
INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeINTRODUCTION
18
INvESTmENT
CHURCHgATE
& lEE HOUSE
MANChESTER
250,000 sQ Ft
OFFICES ACROSS
2 BUILDINGS
OVER 8 FLOORS
the group’s main objective is to maximise groWth
in assets from increases in investment portfolio
values and from retained earnings from other
property related activities.
heLICaL BaR PLC report & accounts 2014
objectives, strategy and business model
Key performance indicators
investment portfolio overview
investment portfolio statistics
principal investment properties
development programme
Financial review
principal risks report
corporate responsibility
20
22
24
26
28
32
38
42
45
19
STRATEGIC REPORT
heLICaL BaR PLC report & accounts 2014
INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeStrategic report 20
oBjeCtIves, stRategy aNd BUsINess ModeL
The group’s objective is to deliver market leading
returns by acquiring high yielding investment
properties, applying a rigorous approach to asset
management and deploying limited equity through
a variety of different structures into development
situations which have the potential to be highly
profitable.
The Company aims to make excellent returns for
its shareholders (which include the management
team who own 15% of the Company) through a
variety of high margin activities.
OUR BUSinESS mODEl AnD STRATEgY
investment strategy
The investment portfolio, which is mainly let and income producing, has
two main purposes:
• To provide a steady income stream to cover overheads, interest and
dividends;
• To produce above average capital growth in the Group’s net asset value.
The Group seeks to achieve these aims through careful, disciplined selection
of properties, including multi-let offices in London, shopping centres, industrial
estates, regional offices and mixed-use portfolios. helical’s key aim, when
undertaking this selection process, is to ensure that there is sustainable
demand from potential occupiers for all of its assets. helical aims to have a
blend of central London properties, where yields are lower but the potential
for capital growth higher and properties outside London where surplus
cashflow is greater.
The Group frequently refurbishes and/or extends its properties to create
value. helical also works closely with tenants with the aim of maintaining
maximum occupancy in its properties. The Company’s relationship with
tenants can lead to opportunities to increase value though re-gearing leases
or moving tenants within a building as their respective businesses expand or
contract.
The Group acquires properties where good management can enhance value
rather than relying simply on market improvements.
development strategy
The Group aims to limit the amount of equity that it deploys into development
situations through a variety of different structures. The intention is to
maximise the Group’s share of profits in a development by leveraging the capital
employed by the Group and with a view to managing the risks inherent in the
development process. The Group employs a wide variety of approaches to
development activities including:
• Participation in profit share situations where no equity investment is
required, where helical will seek to minimise its ongoing development fee
to maximise its profit share so that its interests are completely aligned
with its partners. In this way, for minimal equity commitments, the
Company can benefit from a significant profit share if it contributes to a
project’s success by using its skills and experience through the entire
development process. This participation method was used for the
development at 200 Aldersgate, London EC1.
• Reduce up-front equity required by entering into conditional contracts or
options. helical uses this approach at Creechurch Place and for its
foodstore led supermarket development programme, for example Shirley
(where land is optioned or put under contract conditional on achieving
planning permission and pre-let to a supermarket operator) thereby
mitigating the risks of the developments.
• Co-investment alongside a larger partner where we have a minority equity
stake, receiving a “waterfall” payment whereby we obtain a greater profit
share than our percentage investment depending upon the profitability of
the project. This strategy is used for the developments at Barts Square,
The Bower, Creechurch Place and White City.
• Traditional forward funding, where the cost of the development overrun is
borne by the developer for a commensurate profit participation. In such a
case, the developer will have no equity invested but will underwrite a
maximum build cost which bears the risk of costs being in excess of an
agreed maximum construction price.
HELICAL BAR PLC REPORT & ACCOUNTS 2014 INvESTmENT
Cli FTOn STREET
LONDON EC2
21
43,000 sQ Ft
OFFICE BUILDING
CURRENTLy UNDER
CONSTRUCTION. hELICAL
hAS COMMITTED TO
ACQUIRE T hIS ASSET
UPON ITS COMPLETION,
ExPECTED IN SUMMER
2015
heLICaL BaR PLC report & accounts 2014
i
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22 Key PeRFoRMaNCe IN dICatoRs
The Group measures its performance using a number of financial and non-financial key performance indicators (KPIs). Management is incentivised to
outperform the Group’s competitors by setting appropriate levels for performance indicators against which rewards are measured. The Company also designs
its remuneration packages to align management’s interests with shareholders’ aspirations. Key to this is the monitoring and reporting against identifiable
performance targets and benchmarks.
inVESTmEnT PROPERTY DATABAnK
The Investment Property Databank (“IPD”) produces a number of independent benchmarks of property returns which are regarded as the main industry indices.
IPD has compared the ungeared performance of helical’s total property portfolio against that of portfolios within IPD for the last 20 years. The Group’s annual
performance target is to exceed the top quartile of the IPD database. helical’s ungeared performance for the year to 31 March 2014 was 23.8% (2013: 8.6%)
compared to the IPD median benchmark of 13.4% (2013: 3.9%) and upper quartile benchmark of 15.4% (2013: 4.7%).
helical Bar portfolio unleveraged returns to 31 March 2014 are as follows:
helical
IPD
helical’s Percentile Rank
Source: Investment Property Databank.
1 yr
% p.a.
23.8
13.4
4
3 yrs
% p.a.
12.4
7.8
4
5 yrs
% p.a.
9.6
10.4
59
10 yrs
% p.a.
11.6
6.2
2
20 yrs
% p.a.
14.5
8.4
1
helical’s trading & development portfolio (22% of gross assets) is shown in IPD at the lower of book cost or fair value and uplifts are only included on the sale
of an asset.
EPRA nET ASSET VAlUE PER SHARE (PEnCE)
A property company’s share price should reflect growth in net assets per share. The Group’s main objective is to maximise growth in assets from increases in
investment portfolio values and from retained earnings from other property related activities.
Net asset value per share represents the share of net assets attributable to each ordinary share. Whilst the basic and diluted net asset per share calculations
provide a guide to performance, the property industry prefers to use an EPRA adjusted diluted net asset per share. The adjustments necessary to arrive at this
figure are shown in note 33 to these accounts.
Management is incentivised to exceed 15% p.a. growth in net asset value per share. The diluted net asset value per share, excluding trading stock surplus, at
31 March 2014 increased by 33% to 288p (2013: 217p).
Including the surplus on valuation of trading and development stock, the diluted EPRA net asset value per share at 31 March 2014 increased by 18.6% to
313p (2013: 264p). Diluted EPRA triple net asset value per share increased by 20.1% to 311p (2013: 259p).
2014
2013
2012
0
50
100
150
200
264
250
250
313
300
350
TOTAl SHAREHOlDER RETURn
Total shareholder return is a measure of the return on investment for shareholders. The table below demonstrates this return compared to various indices.
helical Bar plc
UK Equity Market
Listed Real Estate Sector Index
Direct Property - monthly data
1
2
3
4
1 year
p.a.
%
61.1
8.8
27.4
14.0
3 years
p.a.
%
14.0
8.8
14.4
7.6
Performance measured over
10 years
p.a.
%
15 years
p.a.
%
5 years
p.a.
%
20 years
p.a.
%
25 years
p.a.
%
7.5
16.4
21.5
9.9
9.8
8.6
4.8
5.8
12.2
4.7
6.3
7.5
13.0
7.7
6.7
8.1
12.0
8.8
5.2
7.5
1 Growth to 31/03/14
2 Growth in FTSE All-Share Return Index to 31/03/14
3 Growth in FTSE 350 Real Estate Super Sector Return Index over 1 year, 3 years, 5 years and 10 years to 31/03/14
For data prior to 30 September 1999 FTSE All Share Real Estate Sector Index has been used
4 Growth in Total Return of IPD UK Monthly Index (All Property) to 31/03/14
HELICAL BAR PLC REPORT & ACCOUNTS 2014 KEy pErFormancE indicatorS continued
23
inVESTmEnT/DEVElOPmEnT PROPERTY RATiO
helical’s strategy is to hold approximately 75% of its real estate assets as investment property and 25% as development property. helical believes that at
this point in the property cycle, this ratio provides us with sufficient investment return to provide a steady income stream for our investors but allows us to
make ‘super-profits’ on our development schemes.
2014
2013
2012
Investment
Development
75%
65%
69%
25%
25%
35%
27%
30%
31%
AVERAgE lEngTH OF EmPlOYEE SERViCE (YEARS)
high levels of staff retention remain a key feature of helical’s business. The Group retains a highly skilled and experienced team. Below is the average
length of service of the Group’s UK employees:
2014
2013
2012
0
2
4
6
8
EnERgY USAgE AT OUR HEAD OFFiCE (KWH)
The Group’s high-level corporate commitments to environmental issues are outlined in the Group’s Environmental Policy which can be found on helical’s
website. Despite increases in our team the total energy usage at our head office has remained constant.
2014
2013
2012
0
20,000
40,000
60,000
80,000
100,000
120,000
140,000
160,000
180,000
200,000
Electricity
Gas
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeStrategic report 24
INvestMeNt Po RtFoLIo oveRvIeW
The group’s c.£600m investment portfolio provides
income to cover all operational and finance costs
and dividends. The group has a strong focus on
asset management, maximising net operating
income and working closely with its tenants.
Helical’s goal (over recent years) has been to have
75% of its portfolio in investment properties and
25% in development properties, blending stable
recurring income with exposure to potentially
superior profitability in developments. The group
now has 75% of its assets in investment properties
and, having realised its stated goal, will look to
retain this balance going forward.
Helical’s income stream is diverse and secure with
no tenant accounting for more than 5.4% of the
rent roll. The group’s average weighted unexpired
lease term is 7.2 years (2013: 6.4 years).
The income stream has grown steadily since 2010
and is highly reversionary. The passing rent from
the investment portfolio is £37.7m (2013: £28.7m)
and the estimated rental value of the portfolio is
£45.6m (2013: £32.4m) (Helical’s share). This
reversionary income will be captured through
letting vacant units and rent reviews.
Through judicious buying of under-rented buildings
in growth areas, securing lettings and undertaking
refurbishments, Helical aims to generate substantial
capital growth in our property values.
ASSET mAnAgEmEnT
During the year contracted income increased by £0.37m as a result of new
lettings and rent reviews, net of any losses from breaks and expiries (2013:
£0.38m).
There was significant activity within the investment portfolio with a lease
event on nearly 200 leases.
The Group concluded £2.0m of new lettings and renewals (6.0% rent roll)
and benefitted from uplifts at rent reviews of £0.12m, offsetting the loss of
rent at lease end or break (3.7% rent roll) and a further £0.35m through
tenant administrations (0.9% rent roll).
Rent lost at break/expiry
Rent lost to administrations
Rent reviews
Lease renewals and new lettings
Total change
(£1.4m)
(£0.35m)
£0.12m
£2.0m
£0.37m
Overall the Group has seen good letting demand across the portfolio,
reducing the vacancy rate from 5.7% (31 March 2013) to 4.6% (31 March
2014). The Group has seen strong take up and rental growth in its London
office portfolio with estimated rental values increasing by 7.3% in the year for
the London portfolio (excluding Barts Square and The Bower at Old Street
which will be redeveloped).
SAlES AnD ACQUiSiTiOnS
There has been significant sales and purchase activity reflective of an
increasingly buoyant property market. Since 31 March 2013 the Group has
sold £156.7m (2013: £50.8m) (helical’s share) of property. Significant sales
include Battersea Studios for £35.0m, TK Maxx in Cardiff for £14.8m and
Asda in Clydebank for £12.1m (helical’s share £7.3m), as well as our
successes at 200 Aldersgate and White City.
helical completed £11.7m of sales of units from our retirement village
portfolio (2013: £10.6m).
The Group has been extremely active acquiring properties over the year,
made possible through profits realised from 200 Aldersgate and White City
and with funds raised from the retail bond. Reflecting the strategy of
acquiring higher yielding assets outside London for cashflow and lower
yielding assets in London for capital growth, significant acquisitions included
Enterprise house, Paddington for £30.75m; New Loom house, Whitechapel
for £34.2m; Maple house, City Road for £17.55m; Artillery Lane, City of
London for £6.8m; huddersfield Retail Park for £17.0m; Churchgate and Lee
house, Manchester for £34.0m and a mixed use office, industrial and retail
portfolio known as the Quartz portfolio for £48.6m.
Total acquisitions for the year were £199.9m, (2013: £60.8m).
FUTURE inVESTmEnT ACQUiSiTiOnS
The market is increasingly competitive both in and outside London although
the Group continues to find good value in its core markets as demonstrated
by purchases in Manchester (for £34m) and, post year end, the Constellation
portfolio, comprising 10 industrial and office properties for £40m.
HELICAL BAR PLC REPORT & ACCOUNTS 2014 invEStmEnt portFolio ovErvi EW continued
DEvELOPm ENT
25
mAP lE HOUSE
37-45 CITy R OAD, EC1
62,000 sQ Ft
OFFICE SCh EME WIT h
COMPLETION DUE
SUMMER 2015
heLICaL BaR PLC report & accounts 2014
INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeStrategic report 26 INvestMeNt PoRtFoLIo statIstICs
The following refers to helical’s share of the investment portfolio.
PORTFOliO YiElDS
Initial yield
%
Reversionary
%
Yield on
letting voids
%
Equivalent
yield (AiA)
%
Industrial
London offices
Regional offices
Retail
Total
8.7
4.2
7.5
7.2
6.2
10.8
6.7
8.6
7.9
7.5
9.2
6.0
8.2
7.6
7.1
VAlUATiOn mOVEmEnTS, PORTFOliO WEigHTing AnD CHAngES TO REnTAl VAlUES
Industrial
London offices
Regional offices
Retail
Other
Total
Weighting
%
Valuation
increase
%
1.8
44.2
11.8
40.9
1.3
100.0
5.3
18.6
1.2
0.4
21.9
8.1
9.0
6.1
8.1
7.5
7.1
ERV
change
since
Mar 2013
%
-
7.3
-
-0.5
-
2.1
Note: includes sales, purchases and capex.
CAPiTAl VAlUES, VACAnCY RATES AnD UnExPiRED lEASE TERmS
Industrial
London offices
Regional offices
Retail
Total
Note: Vacancy excludes properties held vacant for redevelopment (e.g. Maple house).
Capital
value psf
£
Vacancy
rate by area
%
Average
unexpired
lease term
(years)
51
332
146
129
185
1.0
0.6
17.8
3.5
4.6
10.2
6.1
7.4
7.6
7.2
HELICAL BAR PLC REPORT & ACCOUNTS 2014 invEStmEnt portFolio StatiSticS continued
27
lEASE ExPiRiES OR TEnAnT BREAK OPTiOnS
% of rent roll
Number of leases
Average rate per lease (£)
2014
9.9
117
2015
9.6
91
2016
13.9
101
2017
11.8
71
2018
9.8
79
32,600
40,400
52,800
63,900
47,500
We have a strong rental income stream and a diverse tenant base, with no single tenant accounting for more than 5.4% of the rent roll. The top 10 tenants
account for 25.2% of the total rent roll and the tenants come from diverse industries.
Rank
1
2
3
4
5
6
7
8
9
10
Total
Tenant
Network Rail
Endemol
Barts and the London NhS Trust
Nicholl Food Packaging
Capita
Curzon Estates
Economic Solutions
Thames Water
homebase
Somerfield
The total rent roll has increased from £30.6m in March 2013 to £37.3m in March 2014.
Tenant industry
Infrastructure
Media
Government
Manufacturing
Professional Services
Manufacturing
Government
Infrastructure
Retail
Retail
Rent roll
%
5.4
4.1
3.2
2.0
2.0
2.0
1.8
1.6
1.6
1.5
25.2
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeStrategic report 28 PRINCIPaL INvestMeNt PRoPeRtIes
centraL LonDon oFFIces
SHEPHERDS BUilDing
ShEPhERDS BUSh, W14
This 151,000 sq ft multi-let office building close to
Westfield shopping centre maintains an occupancy
approaching 100%, as it has for seven consecutive
years. The refurbishment of the common parts
including new receptions and café/bar is almost
complete, enhancing tenant amenities. Significant
rental growth is beginning to be seen with ERV
now between £35.00 psf and £37.50 psf compared
to a current average rent of £25.00 psf.
EnTERPRiSE HOUSE
PADDINGTON W2
This freehold property adjacent to Paddington
Rail Station was acquired on a sale and lease
back agreement from Network Rail, which holds
a 20 year lease without breaks.
THE BOWER, 207 OlD STREET
LONDON EC1
This 3.12 acre asset was acquired in November
2012 for £60.8m in joint venture with Crosstree
Real Estate Partners LLP (helical interest 33.3%).
The site is in the heart of the Shoreditch Tech Belt,
an area of London which is a hub for technology,
media and telecommunications companies and
which is benefitting from substantial investment in
infrastructure.
Since acquisition, planning consent has been
obtained to increase the floor space on the site by
106,000 sq ft, to refurbish existing areas and
significantly upgrade the public realm with the
creation of a new pedestrian street.
Building work started on Phase 1 in January 2014
comprising The Warehouse, 127,746 sq ft and The
Studio 22,346 sq ft, and is due for completion in
April 2015. During this process rental income is
still being received on the retail parade and the
office building at 207 Old Street. The basement
area under the retail parade has been let to Gym
Box at a rent of £150,000 pa, who will be carrying
out their own fit out work.
Phase 2, comprising The Tower, 171,900 sq ft, is
due to commence Q2 next year.
Empire house has been pre let to z hotels at a
rent of £650,000 p.a. and they are carrying out
their own refurbishment and fit out works due for
completion in April 2015. The remaining ground
floor space in this building is under offer to a
restaurant.
1 Shepherds Building
2 Barts Square
3 Enterprise house
4 New Loom house
5 Clifton Street
1
2
3
4
5
heLICaL BaR PLC report & accounts 2014
principal invEStmEnt propErti ES continued
29
BARTS SQUARE
LONDON EC1
In joint venture with The Baupost Group LLC
(Baupost 66.7%, helical 33.3%) helical owns
the freehold interest in land and buildings at
Bartholomew Close, Little Britain and Montague
Street, a 3.2 acre site adjacent to the new Barts
hospital and just south of Smithfield Market.
The current buildings comprise 420,000 sq ft let
to the NhS for circa £3.5m per annum on a
number of short term leases that expire between
2014 and 2016.
Planning consent has been obtained for a
comprehensive redevelopment of 19 buildings to
provide a total of 215 residential apartments, two
office buildings of 202,000 sq ft and 23,500 sq ft,
21,800 sq ft of retail /A3 at ground floor as well
as major public realm improvements, which will be
incorporated into the wider Smithfield Area
Strategy being worked up by the City.
Phase 1, comprising 94 residential units, is due to
commence in January 2015.
nEW lOOm HOUSE
WhITEChAPEL E1
This 112,000 sq ft listed building was acquired
during the year. Plans are being developed for a
refurbishment of the reception and common
parts, including the provision of a café/bar.
Strong rental growth is already being achieved
from a starting point of average rents at £16 psf.
Further increases in rents are anticipated, as the
opening of Crossrail approaches.
CliFTOn STREET
ShOREDITCh EC2
The Group has exchanged contracts to acquire
this 43,000 sq ft office building upon completion
of its construction anticipated for summer 2015.
The building is located in the heart of Shoreditch
which is experiencing strong occupier demand
from technology and media tenants.
mAPlE HOUSE
37-45 CITy ROAD EC1
Maple house is an existing 50,000 sq ft office
building in London acquired in June 2013.
Planning permission was obtained during the year
for a complete refurbishment of the building, which
will comprise a new additional floor and extensions
to the third floor, landscaped courtyard and
entrance pavilion to the rear and changes to the
façade to improve light to the lower floors. Works
have commenced and are due to complete by
Q2 2015.
heLICaL BaR PLC report & accounts 2014
INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeStrategic report 30 principal invEStmEnt propErti ES continued
retaIL
Our strategy is to acquire multi-tenanted properties where there is
significant opportunity to increase net operating income and capital
values. We acquire properties with rents which are low compared to
equivalent buildings, providing scope for rental growth. We spend a
considerable amount of time talking to our tenants both prior to
acquiring properties and during the course of our ownership to
ensure that the space they occupy continues to be fit for purpose.
CORBY TOWn CEnTRE
CORBy
THE mORgAn QUARTER
CARDIFF
This asset, compromising nearly 40 acres, is
virtually the entirety of the commercial centre of
Corby. It was acquired in 2011. Anchor tenants
include Primark, TK Maxx, h&M, Argos and
Wilkinsons.
A number of projects are underway including
extending units, conversion of vacant offices to
residential and a new gym.
Acquired empty in 2005 this asset was
comprehensively refurbished and let to retailers
including Urban Outfitters, TK Maxx and Molton
Brown.
Since the opening of St David’s 2 in 2009, The
hayes has become one of Cardiff’s principal
retailing pitches.
During the year the Group sold the TK Maxx unit
which formed part of the estate for £14.8m, a
5.75% net initial yield. helical concluded a number
of rent reviews on The hayes with positive
outcomes and let a number of units in the
Arcades. Phase 1 of the conversion of the vacant
upper parts of the centre to offices is complete
and fully let and phase 2 is well underway further
enhancing net operating income.
ClYDE SHOPPing CEnTRE
CLyDEBANK
This asset, which comprises the majority of the
town’s retail offer, was acquired in 2010 in joint
venture with a private investor. The Group has a
60 percent economic interest in the centre and
undertakes all of the asset management activities.
During the year we sold the Asda unit for £12.1m,
representing a 5.15% net initial yield. Work is
close to completion on an extension for Pure Gym
which will add to the leisure offer in the town.
HUDDERSFiElD RETAil PARK
This fully let retail park was acquired during the
year. Tenants include Aldi, Matalan and Dunelm.
heLICaL BaR PLC report & accounts 2014
principal invEStmEnt propErti ES continued
31
1 huddersfield Retail Park
2 Corby Town Centre
3 The hayes, Cardiff
4&5 Clyde Shopping Centre
3
4
1
2
5
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32 deveLoPMeNt PRogRaMMe
heLICaL BaR PLC report & accounts 2014
dEvElopm Ent programm E continued
33
centraL LonDon
West LonDon
200 AlDERSgATE
EC1
King STREET
hAMMERSMITh, W6
BRiCKFiElDS
WhITE CITy, W12
King Street, hammersmith is a mixed use
scheme, in joint venture with Grainger plc, for the
regeneration of the west end of King Street.
Following submission of revised plans the Group
obtained a resolution to grant planning in
November 2013 following which planning
permission was granted when the section 106
Agreement was signed in April 2014. The
redevelopment will provide 196 high quality new
homes; a three screen cinema to be operated by
Curzon new retail, restaurant and café space;
replacement offices for the Council and a new
public square.
In joint venture with Aviva, the Group obtained
a resolution to grant planning permission for
a residential-led mixed use scheme on a
10 acre site immediately adjacent to White City
underground station. The Eric Parry designed
master plan comprises c. 1.25 million sq ft of
residential, 210,000 sq ft of commercial and
60,000 sq ft of retail, leisure and community
uses. In May 2013, contracts were exchanged for
the sale of the site and completion of the sale
took place in September 2013, triggering
helical’s profit share.
helical was appointed asset and development
manager by Deutsche Pfandbriefbank in
May 2010. The brief was to refurbish and let this
office building, vacant since 2005 when the
previous tenant, Clifford Chance, relocated to
Canary Wharf. The reception areas and common
parts were redesigned and the atrium re-clad,
creating a “vertical village” for office users
comprising a variety of floor-plates to suit a range
of different occupiers, as well as exceptional
tenant facilities, including a concierge, cycle store
and changing facility service, an on-site gym and
a café and business lounge. Refurbishment works
were completed in January 2011 when the
building was re-launched. The building comprises
348,000 sq ft of offices, 19,810 sq ft of retail
and 39,317 sq ft of basement leisure space. By
June 2013 we had let 338,000 sq ft of office
space, 9,000 sq ft of retail and the whole of the
basement space to Virgin Active, and the building
was sold to clients of Ashby Capital in September
2013. This sale triggered the development
management profit share.
CREECHURCH PlACE
(FORmERlY miTRE SQUARE)
EC3
Creechurch Place, London EC3 (formerly Mitre
Square) is a landmark City office scheme in the
heart of the insurance sector in London. During
the year the Group completed the purchase of 1
Mitre Square and extended the conditional
purchase agreement with the City for the
adjoining site. Demolition has been completed to
facilitate the construction of a new building
comprising 271,000 sq ft NIA of offices and
2,000 sq ft of retail. In May 2014, the Group
signed a joint venture agreement with hOOPP
(healthcare of Ontario Pension Plan) to redevelop
the site. Under the terms of the joint venture,
hOOPP and helical will jointly fund the project
on a 90:10 split, with helical acting as
development manager, for which it will receive a
promote payment depending on the successful
outcome of the scheme. It is anticipated the
completed development will have a capital value
of circa £250m.
1 Creechurch Place
2 hammersmith Town hall
3 200 Aldersgate
1
2
3
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34 dEvElopm Ent programm E continued
dEvElopm Ent programm E continued
out oF LonDon oFFIces
ST VinCEnT STREET
GLASGOW
In partnership with local development partner,
Dawn Developments Ltd, helical is the development
manager for the construction of the new
headquarters of Scottish Power at St Vincent
Street, Glasgow. The completed building will
comprise circa 220,000 sq ft of prime office
space in the heart of the City’s commercial
district. Funded by M&G Investments, the scheme
is under construction and is due to be completed
in July 2015. Scottish Power may also look to
involve helical in delivering the fit out of their
office spaces. As part of the overall deal, helical
are taking on three existing Scottish Power sites
which are surplus to requirements.
retaIL
PARKgATE
ShIRLEy, WEST MIDLANDS
lEiSURE PlAzA
MILTON KEyNES
The Shopping Centre at Parkgate, Shirley, where
helical has a 50% interest has completed on site
and the 80,000sq ft Asda together with a number
of other retailers have opened successfully for
trade. The space beyond the food-store is 66%
pre-let to occupiers such as Peacocks, 99P
Stores, Pizza Express, Wetherspoons, Prezzo and
Shirley Library. Two residential sites have been
sold off to provide 97 private and extra-care units
and six apartments and eight townhouses are
being built out directly with a final phase to follow
later in the year.
A second phase residential scheme is being put
together on a site of 10 acres opposite the
Parkgate scheme and a Planning Application is
likely to be submitted later this year.
Leisure Plaza is a 50:50 joint venture with
Abbeygate Developments. The site has consent for
an 80,000 sq ft supermarket, 33,000 sq ft of Open
A1 retail and the refurbishment of the existing ice
rink. The supermarket has been pre-let to Morrisons
on a long lease and pre-sold to Aviva Investors’
Lime Property Fund for circa £40m, a headline yield
of 4.25%. The joint venture has realised a profit of
circa £1.6m on the sale of the land to the fund and
should make a further profit over the course of the
development, which is due to complete in Q4 2014.
The Group has recognised £2.0m of development
profit (helical’s share) during the year.
TRURO
In Truro the Group has entered into a Conditional
Purchase Agreement on the six acre Truro City
Football Club site and a Planning Application is
being worked up for a 78,000 sq ft non-food
retail park. There are a healthy number of
requirements from retailers not currently
represented in Truro. The scheme proposals will
provide for the relocation of the football club.
CORTOnWOOD
Planning consent has been secured at Appeal
and marketing is in hand for an 80,000 sq ft
Open A1 non-food retail park. A start on site is
anticipated in the first half of 2015. Strong
interest has been received from high quality
retailers.
KingSWinFORD
A conditional contract has been secured on a site
owned by Ibstock and a Planning Application for
a 60,000 sq ft non food scheme is to be
submitted in the Autumn. The development will
provide the function of a district centre to the
large number of new homes being built in the
locality.
heLICaL BaR PLC report & accounts 2014
dEvElopm Ent programm E continued
dEvElopm Ent programm E continued
35
PARK HAnDlOWY mlYn
WROCLAW
Wroclaw is a large city in West Poland, some
100km from the German border and 470km
south of Warsaw. This 9,600 sq m (103,000 sq ft)
out of town retail development was completed in
December 2008 and is fully let to a number of
domestic and international retailers including
Sports Direct, T K Maxx, Media Expert, Makro,
Deichmann, Smyk, Komfort and others.
EUROPA CEnTRAlnA
GLIWICE
This retail park and shopping centre was built in
50:50 joint venture with clients of Standard Life.
The scheme is situated to the south of Gliwice at
the intersection of the A4 and A1 motorways.
This highly visible scheme has good accessibility
and is becoming a major regional shopping
destination. It comprises approximately 66,000 sq
m (720,000 sq ft) of retail space, incorporating
three distinct parts, being a foodstore, DIy and
household goods and fashion. The scheme is now
over 85% let to Tesco, Castorama, h & M, Media
Saturn, Sports Direct, Jula and others.
Construction completed in February 2013 and
the scheme opened on 1 March 2013. The sale
of 50% in 2011 includes a provision that we will
sell the remaining ownership stake two years
after the date of completion of the development
to the same clients of Standard Life, which is
expected to complete by March 2015.
1
2
3
4
6
5
1 St Vincent Street
2 Parkgate, Shirley
3 Leisure Plaza
4 Park handlowy Mlyn
5&6 Europa Centralina
i
n
v
E
S
t
o
r
i
n
F
o
r
m
a
t
i
o
n
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INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTgOVeRNaNCeStrategic report
36 dEvElopm Ent programm E continued
dEvElopm Ent programm E continued
retIrement vILLages
A retirement village is a private residential community in which active
over-55s are able to live independently in retirement. Residents have
typically down-sized from a larger family home into a cottage or
apartment which provides no maintenance or security issues.
With access to a central clubhouse containing a bar and restaurant
facilities, health and fitness rooms and surrounded by maintained
grounds, this retirement option is proving increasingly popular.
BRAmSHOTT PlACE
LIPhOOK, hAMPShIRE
The original Bramshott Place Village was an
Elizabethan mansion built in 1580, although now
only the original Grade II listed Tudor Gatehouse
remains, which we have fully restored. The land
and buildings were derelict when helical acquired
them in 2001. Changing planning from its
previously designated employment use to a
retirement village took several years but was
eventually achieved in 2006.
The development of 151 cottages and
apartments, and the new clubhouse, has
completed. To date, the Group has sold 138 units,
with reservations on a further five units, with just
nine units, mainly apartments, left to sell.
DURRAnTS VillAgE
FAyGATE, hORShAM, WEST SUSSEx
Durrants Village, a 30 acre site, had operated as
a sawmill with outside storage for many years.
The Group was granted planning permission, at
appeal, in May 2009 where the Inspector allowed
a development comprising a retirement village of
148 units, eight affordable housing units, a 50
bed residential care home and a central facilities
clubhouse building. Following changes to the
scheme the development will be for 171 units.
The first phase (48 units) started in May 2012
for the construction of the retirement village and
clubhouse and the Group has sold nine units,
exchanged on one further sale and has reservations
on 12 units with up-field reservations on a further
12 units in future phases.
3
4
1
2
1&2 Durrants Village
3 Maudslay Park
4 Millbrook Village
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dEvElopm Ent programm E continued
dEvElopm Ent programm E continued
37
mAUDSlAY PARK,
GREAT ALNE, WARWICKShIRE
millBROOK VillAgE,
ExETER
This is a Green Belt site which has 320,000 sq ft
of built footprint and benefits from Major
Development Site planning policy. Covering
82 acres this site received outline planning
permission in April 2011 for a retirement village
of 132 units plus 47 extra care units. Demolition
and enabling works have completed and
construction started in April 2014. The Group
has reservations on five units.
This 19 acre site was acquired in 2007 from the
St Loye’s Foundation, a long established
rehabilitation college in the city of Exeter.
Resolution to grant planning permission was
obtained in October 2009 for a retirement village
of 206 units, a 50 bed residential care home, an
affordable extra-care block of 50 units and a
central facilities clubhouse building. Demolition,
site clearance and archaeological survey work
have been completed. In 2011 we received
planning consent for 63 open market housing
units on part of the site and sold this part in
summer 2012. Construction of a 164 unit
retirement village and clubhouse in phases on the
remainder of the site commenced in October
2013 and the Group has reservations on 17 units.
heLICaL BaR PLC report & accounts 2014
INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeStrategic report 38
FINaNCIaL RevIeW
REViEW OF THE YEAR
These outstanding results, created by a combination of significant
development profits, growing rental surpluses and revaluation gains on the
investment portfolio, are reflected in shareholders’ funds which increased by
34% in the year to 31 March 2014. This growth in the Group’s balance
sheet has enabled it to continue its rebalancing of the Group’s property
portfolio towards its intended 75:25 target balance between an income
producing portfolio and non-income producing development stock. The
Group’s portfolio, including its share of property held in joint ventures,
increased to £802m (2013: £626m), largely the result of investment
property acquisitions during the year. This expansion of the Group’s activities
has been undertaken without increasing its loan to value, which remained at
46% (2013: 46%) and with a reduction in gearing to 109% (2013: 113%).
During the year the Group continued to lengthen and diversify its borrowings
profile. New secured borrowings included a £75m revolving credit facility and
a £100m investment facility, and these were supplemented by the issue of
an unsecured retail bond, raising a further £80m. With the repayment of
short term debt, these new sources of funding enabled the Group to extend
its overall debt maturity profile to 3.9 years (2013: 2.6 years), albeit with an
increased weighted average cost of debt of 4.5% (2013: 3.9%).
At 31 March 2014, the Group had unutilised bank facilities of c. £106m and
c. £80m of cash. These facilities are available to fund the Group’s retirement
village programme, refurbishment works at Maple house, City Road EC1 and
The Bower, Old Street EC1.
EPRA EARningS
Adjusted diluted EPRA Earnings per share, before performance related awards, increased by 478% to 47.4p per share (2013: 8.2p), reflecting increased
development profits of £65.0m (2013: £7.0m) and the Group’s share of net rental income of £29.8m (2013: £24.5m). After taking into account performance
related bonuses and share awards of £17.9m (2013: £6.8m), EPRA Earnings per share was 32.5p (2013: 2.4p).
EPRA Earnings
Earnings as per note 14
Add: performance related awards
Add: adjustments as per note 14
Adjusted EPRA Earnings
Less: performance related awards
EPRA Earnings
Adjusted diluted EPRA Earnings per share
Diluted EPRA Earnings per share
EPRA nET ASSET VAlUE
31.03.13
£m
31.03.14
£m
5,867
6,828
(3,023)
9,672
(6,828)
2,844
8.2p
2.4p
87,603
17,860
(48,669)
56,794
(17,860)
38,934
47.4p
32.5p
Diluted EPRA net asset value per share increased by 18.6% to 313p per share (2013: 264p). This rise was principally due to a total comprehensive income of
£86.7m (2013: £4.3m), less the reduction in the surplus on valuation of the trading and development stock of £27.5m (2013: £49.9m).
EPRA net Asset Value
Diluted net asset value
EPRA Adjustments for:
Fair value of trading and development stock, including in joint ventures
Fair value of financial instruments
Deferred tax
Diluted EPRA net asset value
31.03.13
£m
31.03.13
per share p
31.03.14
£m
31.03.14
per share p
257,242
217
347,506
288
49,865
6,048
578
313,733
27,479
(243)
2,444
264
377,186
313
HELICAL BAR PLC REPORT & ACCOUNTS 2014
Financial rEviEW continued
39
inCOmE STATEmEnT
The main focus of the year was on targeting and working towards the many
development milestones that were set in 2012 and 2013 and which had a
substantial impact on the income statement for the year under review. Apart
from these milestones, we continued to dispose of investment properties which
had reached their short to medium term potential. We added to our investment
portfolio with the acquisition of c. £200m (£189m plus costs) of property
compared to £72m of sales.
REnTAl inCOmE AnD PROPERTY OVERHEADS
Gross rental income receivable by the Group in respect of wholly owned
properties increased by 16.2% to £30.0m (2013: £25.8m), mainly reflecting
the acquisitions made throughout the year. The Group’s share of gross rents
receivable in joint ventures increased by 6.5% to £6.6m (2013: £6.2m).
The see-through gross rents totalled £36.6m, an increase of 14.3% on
2013. After taking account of head rents payable on those properties held
on long leases, and the costs of managing the assets, void costs and the
amortisation of annual letting costs, see-through net rents increased by
22.0% to £29.8m (2013: £24.5m). Bad debts from tenant administrations
and failures fell to 0.4% of gross rents (2013: 2.4%).
DEVElOPmEnT PROgRAmmE
Turning to the development programme, the letting and sale of 200
Aldersgate, London EC1 by Deutsche Pfandbriefbank and the sale of
a 10 acre site at White City, London W12 by our joint venture partner Aviva,
realised total development profits of £62.0m, of which £1.0m had been
recognised last year. The retail schemes at Leisure Plaza, Milton Keynes and
Shirley, West Midlands, contributed £2.2m of profit whilst our retirement
village development programme contributed profits of £1.5m from continued
sales at Bramshott Place, Liphook and from the first completions at Durrants
Village, Faygate. Development management fees from our schemes at
Glasgow, Barts Square and Riverbank house contributed a further £0.6m
and improving land values allowed us to write back provisions of £0.5m. Set
against these profits were the costs of our Polish operation of £0.6m,
resulting in the Group’s share of net development profits at £65.0m
(2013: £7.0m).
SHARE OF RESUlTS OF jOinT VEnTURES
As mentioned above, helical has increasingly sought to acquire larger assets
in joint ventures with property funds that provide the majority of the equity
required to purchase the assets, whilst relying on the Group to provide the
asset management or development expertise. These joint ventures include
our share of the investment properties at Clyde Shopping Centre, Clydebank;
Barts Square, London EC1 and The Bower 207 Old Street, London EC1, and
our development schemes at Europa Centralna, Gliwice, Poland; Shirley Town
Centre, West Midlands; Leisure Plaza, Milton Keynes and King Street,
hammersmith. Detailed analysis of the financial position of our share of
these joint ventures is provided in note 19 to this report and the see-through
analysis on page 108. In the year under review, net rents of £5.4m (2013:
£4.9m) were received, offset by net finance costs of £2.5m (2013: £2.2m).
A gain on revaluation of the investment portfolio of £15.7m (2013: £3.1m),
primarily arose in respect of Barts Square and Old Street. Net of taxes, our
joint ventures contributed £16.4m (2013: £3.9m).
ADminiSTRATiOn COSTS
Administration costs, before performance related awards, increased by 9%,
from £8.1m to £8.8m, mainly arising from costs incurred in connection with
the proposed move of the Company’s head office.
Performance related share awards and bonus payments increased to
£15.7m (2013: £6.0m) for the year. Of this amount, the £6.3m (2013:
£1.9m) charge for share awards under the Performance Share Plan is
expensed through the Income Statement but added back to shareholders
funds through the Statement of Changes in Equity. The £9.4m (2013:
£4.1m) accrual for bonus payments comprises £5.1m (2013: £2.7m) which
will be paid in June 2014, £2.9m (2013: £0.8m) which will be carried
forward to next year in accordance with the terms of the Annual Bonus
Scheme 2012 and £1.4m (2013: £0.6m) which will be paid in deferred
shares to be held for a minimum of three years. In addition, National
Insurance of £2.2m (2013: £0.8m) has been accrued for in the year.
Administration costs
Share awards
Directors and senior executives bonuses
NIC on share awards and bonuses
Total
2013
£000
8,092
1,864
4,130
834
2014
£000
8,816
6,333
9,357
2,170
14,920
26,676
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeStrategic report 40 Financial rEviEW continued
FinAnCE COSTS, FinAnCE inCOmE AnD DERiVATiVE
FinAnCiAl inSTRUmEnTS
Interest payable on bank loans including our share of loans on assets held in
joint ventures but before capitalised interest increased to £17.3m (2013:
£12.7m), reflecting the increased debt taken on to finance the expansion of
the Group’s investment activities. Capitalised interest increased from £2.5m
to £2.8m as development schemes progressed. Other interest payable
increased from £1.7m to £2.5m. As a consequence of these movements,
total finance costs increased by £5.2m from £11.8m to £17.0m. Finance
income earned on cash deposits of £1.8m (2013: £0.9m) was boosted by
the £2.9m profit realised on the purchase of a loan at fair value.
Derivative financial instruments have been valued on a mark to market basis
and a credit of £5.3m (2013: charge of £2.6m) has been recognised in the
Income Statement.
TAxATiOn
The deferred tax asset is principally derived from tax losses which the Group
believe will be utilised against profits in the foreseeable future.
inVESTmEnT PORTFOliO
The issue of the £80m Retail Bond and development receipts of £62m,
together with sales of over £70m of investment assets, where our asset
management initiatives were completed, provided funds, net of loan
repayments, for £200m of acquisitions and value enhancing capital
expenditure. The sales of the investment assets generated a profit of £8.6m
(2013: loss of £2.4m).
The £200m of additions to the investment portfolio, net of the £48m book
value of sales together with a transfer of £9m from trading stock and added
to the revaluation surplus of £21m, increased the value of the wholly owned
investment properties from £312m to £493m. In joint venture the revaluation
surpluses at Clydebank, Barts Square and The Bower at Old Street of
£15.7m increased our share of the investment portfolio held in joint ventures
to £107.5m. Together, the Group’s share of the total investment portfolio, on a
see-through basis, increased from £407m to £601m.
DEBT AnD FinAnCiAl RiSK
In total, helical’s outstanding debt at 31 March 2014 of £454.4m had an
average maturity of 3.9 years (2013: 2.6 years) and a weighted cost of 4.5%
(2013: 3.9%).
DEBT PROFilE AT 31 mARCH 2014 – ExClUDing THE EFFECT OF ARRAngEmEnT FEES
Total
Facility
£000’s
Total
Utilised
£000’s
Investment facilities
308,431
256,444
Development and site holding facilities
Retail Bond
Short term working capital facilities
72,500
80,000
10,728
43,937
80,000
727
471,659
381,108
Joint venture bank facilities
89,528
73,282
Total see-through debt
561,187
454,390
The Group arranges its bank borrowings to suit its investment and
development intentions as follows:
inVESTmEnT FACiliTiES
These are typically for four to five years, financing the Group’s investment
portfolio and a fully let retail development at Wroclaw in Poland with loan to
value and income covenants. The value of the Group’s properties secured on
these facilities at 31 March 2014 was £486,280,000 (2013:
£319,035,000) with a corresponding loan to value of 53% (2013: 63%).
The average maturity of the Group’s investment facilities at 31 March 2014
was 3.7 years (2013: 3.6 years).
2015
£000’s
548
-
-
727
1,275
12,453
13,728
2016
£000’s
10,404
3,666
-
-
14,070
18,000
32,070
2017
£000’s
74,712
28,752
-
-
2018
£000’s
101,900
-
-
-
2019+
£000’s
68,880
11,519
80,000
-
103,464
101,900
160,399
-
42,829
-
103,464
144,729
160,399
DEVElOPmEnT AnD SiTE HOlDing FACiliTiES
These facilities finance the construction of the retirement villages at Durrants
Village, horsham, Maudsley Park, Great Alne and Millbrook Village, Exeter.
They also include site holding facilities at Telford and fund the holding of the
completed developments at hedge End, Southampton and Ropemaker Park,
hailsham. The average maturity of the Group’s development and site holding
facilities at 31 March 2014 was 3.0 years (2013: 1.9 years).
RETAil BOnD
In June 2013, the Group raised £80m from the issue of an unsecured Retail
Bond with a 6.00% coupon. This bond is repayable in June 2020. Initially, the
net proceeds were used to repay secured bank borrowings which were
subsequently re-drawn, under the terms of our revolving credit facilities, to
fund additions to our investment portfolio. The Retail Bond is included within
borrowings repayable within six to seven years in note 25 to the financial
statements.
SHORT TERm WORKing CAPiTAl FACiliTiES
These facilities provide working capital for the Group.
HELICAL BAR PLC REPORT & ACCOUNTS 2014 Financial rEviEW continued
41
jOinT VEnTURE BAnK FACiliTiES
As noted above we hold a number of investment and development properties in
joint venture with third parties and include in the above table our share, in
proportion to our economic interest, of the debt associated with each asset. Of
the amount due to be repaid in the year to 31 March 2015, £11.7m is in respect
of the investment holding facility for Barts Square, and timed for a potential
redevelopment of the site in 2015. In April 2015, our investment facility on the
Clyde Shopping Centre, Clydebank, is repayable. During the year we agreed a
new three year facility to January 2017 providing finance for the first phase of
the redevelopment of The Bower. We also converted our development facility at
Europa Centralna, Gliwice, into an investment facility, repayable in September
2017. The average maturity of the Group’s share of bank facilities in joint
ventures at 31 March 2014 was 2.5 years (2013: 2.4 years).
CASH AnD CASH FlOW
At 31 March 2014, the Group had over £186m (2013: £80m) of cash and
agreed, undrawn, committed bank facilities including its share in joint
ventures as well as £82m (2013: £27m) of uncharged property on which it
could borrow funds.
nET BORROWingS AnD gEARing
Net borrowings held by the Group have increased during the year from
£222.9m to £312.8m. Including the Group’s share of net debt of its joint
ventures the Group’s share of total net debt has increased from £286.3m to
£369.6m.
net borrowings and gearing
Net borrowings – Group
Net borrowings – Including joint ventures
Net assets
Gearing – Group
Gearing – Including joint ventures
HEDging
At 31 March 2014 the Group had £291.5m (2013: £135.6m) of fixed rate
debt with an average effective interest rate of 4.77% (2013: 4.34%) and
£84.6m (2013: £124.1m) of floating rate debt with an average effective
interest rate of 3.48% (2013: 3.31%). In addition, the Group had £132.0m
of interest rate caps at an average of 4.0% (2013: £82m at 4.00%). In the
joint ventures, the Group’s share of fixed rate debt was £29.6m (2013:
£27.5m) with an average effective interest rate of 6.03% (2013: 5.12%),
and £43.6m (2013: £45.8m) of floating rate debt with an effective rate of
3.33% (2013: 3.76%). In addition, the joint ventures benefited from £49.0m
(2013: £51.5m) of interest rate caps at an average of 5.01% (2013:
5.00%).
2012
2013
2014
£227.8m
£280.0m
£253.7m
90%
110%
£222.9m
£286.3m
£253.8m
88%
113%
£312.8m
£369.6m
£340.5m
92%
109%
inTEREST COVER
In assessing the results of the Group for each financial year, helical
considers its interest cover as a measure of its performance and its ability to
finance its annual interest payments from its net operating income, before
revaluation gains or losses on the investment portfolio and net realisable
provisions on the trading and development stock. In the year to 31 March
2014, this interest cover was 8.3 times (2013: 2.7 times).
2013
£000
29,686
10,893
2.7x
2014
£000
103,174
12,366
8.3x
Net operating income
See-through net finance costs
Interest cover
Tim murphy
Finance Director
19 June 2014
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeStrategic report 42
PRINCIPaL RIsK s Re PoRt
Risk is an integral part of any Group’s business activities and helical’s ability to identify, assess, monitor and manage each risk to which it is exposed is
fundamental to its financial stability, current and future financial performance and reputation. As well as seeing changes in our internal and external
environment as potential risks, we also see them as being opportunities which can drive performance.
Risk management starts at Board level where the Directors set the overall risk appetite of the Group and the risk management strategies. helical’s
management runs the business within these guidelines and part of its role is to act within these strategies and to report to the Board on how they are being
operated.
The Group’s risk appetite and risk management strategies are continually assessed by the Board to ensure that they are appropriate and consistent with the
Group’s overall strategy and with external market conditions. The effectiveness of the Group’s risk management strategy is reviewed every six months by the
Audit Committee and by the full Board.
The risks faced by the Group do not change significantly from year to year but their importance and the Group’s response to them vary in accordance with
changes in the internal and external environment. The Board considers not only the current situation but also potential future scenarios and how these might
impact our business.
The Board has ultimate responsibility for risk within the business. however the small size of our team and our flat management structure allows the executive
directors to have close contact with all aspects of the business and allows us to ensure that the identification and management of risks and opportunities is
part of the mindset of all decision makers at helical.
The principal risks faced by the Group, and the steps taken by the Group to mitigate these risks, are as follows:
mARKET RiSK
Market risks are risks specific to the economy as a whole and to the property sector.
Risk description
Mitigation/action
Property values decline:
Current uncertainties in the world economy mean that future performance is
difficult to predict
Reduced tenant demand for space
helical management reviews external data
helical has been active in disposing of non-performing assets and
rebalancing its portfolio for the changing market
helical keeps a diversified portfolio to prevent being over-exposed to one
sector
Our focus is on buying well let properties in good locations
We continue to ensure that vacant space is kept to a minimum
Appropriate timing of investment and divestment decisions
Our management team is highly experienced
Market conditions result in difficulties in divestment of properties at a time
when the proceeds are required for new investments
Management constantly reviews the market conditions
STRATEgiC RiSK
strategic risk includes the risk that the group’s business strategy or capital structure results in the group underperforming the rest of the
property sector, or being unable to take advantage of opportunities that may arise.
Risk description
Mitigation/action
Group’s strategy is inconsistent with market conditions, for example:
- Asset concentration/lot size impacts on liquidity (e.g. if investments become
difficult to sell, does this affect our liquidity?)
- Asset concentration/mix creates excessive volatility in property revaluation
movements
Management constantly monitors and considers changes to the Group
strategy in the light of any changes to market conditions. The management
team is very experienced and has a good track record in the property market
Due to the small size of the Group and the management team, changes to
the strategy can be effected quickly
HELICAL BAR PLC REPORT & ACCOUNTS 2014 principal riSKS rEport continued
43
FinAnCiAl RiSK
The group is subject to a number of financial risks due to the way in which it is funded.
Risk description
Accuracy of property valuations
Inability to roll over loans
Availability of bank lending
Increase in cost of borrowing
Breaching loan covenants
Mitigation/action
helical uses external independent valuers and/or members of executive
management with extensive experience in the industry. Management maintains
regular contact with valuers to understand movements in valuations
Good relationship with several established lending institutions
Borrowing is spread between a number of different institutions
We arrange debt repayment dates to spread the maturity profile of bank
loans over several years
Funding requirements are regularly reviewed
Interest rates on 100% loans are hedged
hedging is regularly monitored to ensure that it remains at an appropriate level
Use of interest rate swaps and caps where appropriate
Adherence to loan covenants is closely monitored with reference to both
current and forecast compliance
Breaching covenants of the retail bond
Adherence to the retail bond covenants is closely monitored
Insufficient liquidity to take advantage of opportunities
Maintaining income streams/tenant default
Inappropriate capital structure (i.e. too highly geared)
Loss of deposits due to banking counterparty failure
The Group maintains a sufficient level of cash resources or undrawn
committed bank facilities
Management ensures that cash resources do not fall below current forecasts
Tenant covenant strength is considered when making property decisions
Management maintains dialogue with managing agents and tenants to
reduce the risk of unexpected non-payment
Management ensures there is no over reliance on individual tenants
The Group’s capital structure and gearing is constantly monitored to ensure
that they reflect investment/development intentions and the Board’s view on
the property cycle
Management ensures that all deposits remain at well capitalised institutions
Regular monitoring of financial institutions
PEOPlE RiSK
The group’s continued success is reliant on our management and staff and successful relationships with our joint venture partners.
Risk description
Succession planning
Lack of the right personnel to ensure the Group’s strategy is adhered to
Retention and incentivisation of key personnel
health & safety issues
Bribery and corruption risk
Mitigation/action
The Nominations Committee and the Board review succession planning
Senior management team is very experienced
The Directors monitor staff resources to ensure they are appropriate to any
changes in the business
Remuneration is set to attract, motivate and retain high calibre staff
Employee turnover is low
The Group’s health and Safety policy is updated annually by the Board
and reports are reviewed monthly by the Executive Committee and at every
Board meeting
Use of specialist professional advice
Not involved in high risk activities
No significant issues reported in the year
Anti-bribery policy and procedures are in place which are distributed to all
staff. The Board is firmly behind the Group’s anti-bribery stance
Management identify and monitor projects with a greater exposure to bribery
and corruption
We avoid doing business in high risk territories
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeStrategic report 44 principal riSKS rEport continued
DEVElOPmEnT RiSK
The group derives a significant part of its results from development activity. development profits are more likely to be subject to
fluctuation due to external factors as they are more opportunistic in nature.
Risk description
Mitigation/Action
Inability to add to the current development pipeline
Changes in legislation leading to delays in receiving planning permission
Experienced development team with an excellent track record
Good reputation in the property sector
Good relationships with planning consultants and local authorities
Management keeps up to date with planning legislation
Use of specialist professional advisors
Lack of demand for new property
The Group’s strategy is to avoid doing speculative developments
Inability to find suitable contractors/JV partners
Counterparty risk (contractors, joint venture partners, contract parties)
Well established network of contractors, joint venture partners and
professional advisors
As helical nears the construction of key projects this risk increases
Management monitors counterparties to review their ability to meet their
obligations and to monitor the likelihood that they will become insolvent
HELICAL BAR PLC REPORT & ACCOUNTS 2014 CoRPoRate ResP oNsIBILIty
45
inTRODUCTiOn
helical Bar recognises that our business activities impact on the environment
and the wider communities in which we operate. As our business involves
working with joint venture partners and outsourcing partners, our direct
impacts as a business are relatively small. however, we are aware of the
influence we can exert through the implementation of responsible
environmental and social practices via our partners, contractors and suppliers.
An endorsement of helical Bar’s commitment to managing environment and
social impacts is our continued listing in the FTSE4Good Index. The
FTSE4Good Index measures the performance of companies that meet
globally recognised corporate responsibility standards and facilitates
investment in those companies. Maintaining listed status on this index
remains a key priority for helical Bar, and informs our evolving approach to
corporate responsibility.
mAnAging CORPORATE RESPOnSiBiliTY
Each year we review and update our environmental management system,
which has been in place since 2003, and the updated environmental
management system, available on the Company website, is embedded within
the operations of helical Bar. Key elements of the system include:
• ‘Environment’ and ‘Corporate Responsibility’ policies which set out helical
Bar’s high-level commitment across a number of impact areas. These are
reviewed at Board level annually and are implemented by our senior
management team.
• Annual (and rolling) performance targets to enable us to focus our efforts
throughout the year on measurable, yet achievable performance goals.
This year we have continued to report on energy and water consumption
at our large managed multi-let assets and head office, and measured our
performance against quantitive targets set in 2013. In addition, we have
measured the proportion of waste at our managed assets as well as within
our developments.
• Key Performance Indicators (KPIs) to help us monitor progress towards
these targets and to ensure that we are able to report in line with investor
disclosure requirements, notably FTSE4Good. It should be acknowledged
that our particular business model with regard to the buying and selling of
assets means that absolute performance measures can be difficult to
compare year on year. We are currently investigating reporting against
selected intensity KPIs.
• Checklists to assist us in applying minimum sustainability requirements across
our development activities. In collaboration with our consultants, we developed
a sustainability project management checklist to ensure that sustainability
issues are incorporated into all decisions throughout the development
lifecycle, which was reviewed and updated in the reporting year. In addition we
utilise a Contractor Checklist that is issued to individual contractors in order to
address our corporate goals at the construction stage.
• Effective use of internal audit and review through quarterly meetings of
key helical Bar personnel, their external corporate responsibility advisors
and principal managing agents to ensure effective delivery of the
objectives and targets.
The management system we have developed has been designed specifically
to reflect the flexibility of helical Bar’s business model. It also reflects the
key role that our partners play in delivering enhanced sustainability outcomes
in all our business ventures, be they developments/refurbishments or in the
management of individual multi-let assets.
REViEW OF PROgRESS in THE YEAR TO 31 mARCH 2014
The benefits of managing our environmental and social impacts include
increased ability to secure planning consent, improved marketability of assets
to prospective tenants, reduced operating costs of assets, mitigation of the
risk of future legislation and regulation, and enhanced corporate reputation.
Below we outline our progress in relation to the each of our Corporate
Responsibility impact areas.
EnViROnmEnT
Our high-level corporate commitments to environmental issues are outlined
in the Company’s Environmental Policy which can be found on the Company
website. The policy details our commitments across a range of impact areas
and our development and property management activities. In 2013-14,
helical Bar set itself 25 targets to guide the environmental element of its
Corporate Responsibility programme over the following 12 months. These
targets address a range of impacts arising from our development and
property management activities, including resource use and waste
production, pollution, biodiversity, timber sourcing, tenant engagement, flood
risk and sustainable design and construction. A full list of these targets can
be found on the helical Bar website. The performance against the key
targets is summarised below.
• At our London head office, we aimed to maintain our current performance
given the significant improvement achieved in previous years. Usage of
gas and electricity showed a decrease of 20% and 2% respectively.
• At our managed multi-let offices, we continue to improve energy and
water efficiency through the implementation of low and no cost measures.
The specific target for 2013 was to achieve a 5% improvement against
the 2012 baseline. A review of the data in the table below shows that
performance is variable across the portfolio complicated by the changing
nature of the portfolio with three new properties purchased and Battersea
Studios sold in February 2014. Of those that can be compared, the hub
has shown an improved performance of an 11% decrease in electricity
consumption and a 7% decrease in both gas and water consumption.
Whereas the Shepherds Building has slightly increased its electricity
consumption but decreased water consumption. The variation reflects
increasing occupancy and ongoing changes to the portfolio structure.
• At our managed shopping centres, comparative figures where available
indicate a similar story that the performance is allied to overall occupancy
and programmed refurbishment. An example is the significant reduction in
electricity consumption at Corby Town Centre which is attributed to the
demolition of service and walkway areas along with associated lighting.
Nevertheless, engagement exercises have also reaped dividends this year.
The appointment of an environmental champion within the security team
at Clyde Shopping Centre has achieved a 6% reduction in electricity
consumption through implementing a lighting switch off campaign. Clyde
Shopping Centre also achieved two Green Apple Awards in 2013, UK
Gold Winner and Scotland Gold Winner under the category of Retail
Shopping Centres in recognition of environmental schemes undertaken.
• Water consumption is generally comparable year on year across the
shopping centre part of the portfolio. The larger differences at the
Guineas, Idlewells and Clyde Shopping Centres are explained by meter
and billing anomalies that are currently being resolved.
• We continue to offer recycling facilities at all our managed assets. Farm
Street, the Shepherds Building, New Loom house, Corby Town Centre,
The Guineas and Clyde Shopping Centre are diverting nearly100% waste
from landfill. At some of our other managed assets we comfortably
exceeded our ongoing target of a recycling rate of at least 35%. In
addition, Shepherds Building achieved a Silver Award from First Mile
recycling for the amount recycled in 2013.
• One ongoing target is to proactively engage with our tenants to encourage
improvements in efficient use of the buildings. Individual property
managers have engaged with tenants to try and see if there are ways in
which efficiency initiatives can be introduced and to particularly encourage
increased recycling within the portfolio.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeStrategic report 46 corporatE rESponSi Bility continued
• There was increased activity throughout the year under review with regard
to construction projects. There were a number of refurbishments
throughout the portfolio which provided completed checklists confirming
compliance with helical’s objectives. Three retirement village
developments at Durrants Village, Faygate, Maudslay Park, Great Alne and
Millbrook Village, Exeter were ongoing and demonstrated achievement of
key corporate objectives including maximising waste recycling and
addressing ecological considerations. In addition, the site manager at
Durrants Village achieved the accolade of a Silver Award from the
Considerate Constructors’ Scheme.
The Company has maintained its registration with CRC. The confirmed
purchased allowance for 1 April 2012 to 31 March 2013 was 5,972 tonnes.
The projected allowance for the year to 31 March 2014 is of a similar figure
based on the current reported emissions for the portfolio as a whole. We
have also reported to the Carbon Disclosure Project in 2013 and in line with
the mandatory requirement for reporting our greenhouse gas emissions,
have provided a separate disclosure in this report.
Below we present our utility consumption performance for multi-let buildings
under management as well as our head office (where data availability
permits). This year we have reviewed the data provision to ensure that it
focuses on energy consumption that is the responsibility of the landlord to
enable more robust reporting.
HEAD OFFiCE AnD mUlTi-lET OFFiCES
11-15 Farm Street, London W1J
Battersea Studios 1, London SW81
Shepherds Building, London W14
The hub, Glasgow
207 Old Street, London EC1
211 Old Street, London EC1
New Loom house, London EC1
Electricity
2012-13 kWh
Electricity
2013-14 kWh
Gas
2012-13 kWh
Gas
2013-14 kWh
Water
2012-13 m3
Water
2013-14 m3
120,242
281,756
413,490
185,917
-
-
-
117,512
53,633
1,940,181
1,744,969
451,612
164,375
1,253,605
204,552
220,8163
No gas2
740,839
-
-
No gas2
52,349
847,358
No gas2
691,714
104,463
55,349
No gas2
546
7,474
8,373
4,106
-
-
-
969
4,621
6,800
3,812
2,568
2,801
3,0803
Notes:
1 Battersea Studios sold in February 2014
2 No gas refers to assets where gas is not used on site
3 Data for only part of the year as not in helical Bar ownership for whole year
‘-’ refers to asset that was not in ownership
SHOPPing CEnTRES
Electricity
2012-13 kWh
Electricity
2013 -14 kWh
Gas
2012-13 kWh
Gas
2013-14 kWh
Water
2012 -13 m3
Water
2013 -14 m3
The Guineas Shopping Centre, Newmarket
Idlewells Shopping Centre
Corby Town Centre
The Morgan Quarter, Cardiff
Clyde Shopping Centre
133,986
309,597
1,006,492
352,817
156,823
332,404
739,433
329,056
1,223,360
1,143,382
No gas
16,453
2,920
No gas
No gas
No gas
33,429
2,097
No gas
No gas
176
951
1,315
123
649
588
189
1,389
172
332
Notes:
• No gas refers to assets where gas is not used on site within landlord control
Going forward for 2014 -15, the suitability of the targets will be reviewed against the performance for 2013-14 and revised accordingly to remain challenging yet achievable.
gREEnHOUSE gAS EmiSSiOnS REPORTing
For the reporting year 1 April 2013 to 31 March 2014 we have followed the
2013 UK Government environmental reporting guidance and used 2013 UK
Government’s Conversion Factors for Company Reporting. Greenhouse gas
emissions are reported using the following parameters to determine what is
included within the reporting boundaries in terms of helical Bar’s energy
consumption.
• Scope 1 - direct emissions include any gas data for landlord controlled
parts and fuel use for Company owned vehicles. Fugitive emissions from
air conditioning are included where it is helical Bar’s responsibility within
the managed portfolio.
• Scope 2 - indirect energy emissions includes purchased electricity
throughout the Company operations within landlord controlled parts.
Electricity used in refurbishment projects has not been recorded
separately. In the majority of cases the electricity consumed is recorded
for the individual properties as part of the data collection for the
management of common parts, but going forward to 2014 it is a
requirement for contractors to ensure project specific data is collected.
Greenhouse gas emissions (tonnes CO2e) are set out below for the year.
Scope 1: Direct emissions
Scope 2: Indirect emissions
Total All Scopes
Intensity figure*
1 April 2013 to
31 March 2014
494
2,619
3,113
0.00117 per sq ft
* Note: the intensity figure for 2013/14 has been calculated based on net floor areas.
The specific target set by helical Bar is to reduce energy consumption by 5%
per annum in the principal managed assets. As discussed earlier in this section
of the report, year on year performance is variable across the portfolio
complicated by the changing nature through acquisition and divestment,
increasing occupancy and ongoing refurbishment of the component assets.
HELICAL BAR PLC REPORT & ACCOUNTS 2014 corporatE rESponSi Bility continued
47
EmPlOYEES
As at 31 March 2014, we had 50 permanent employees, 28 of whom were
based at our head office in London, 7 employed by a subsidiary, Asset Space
Limited, and 15 in Poland.
Gender diversity of the Board and the Company as at 31 March 2014 is set out
below:
Board
Senior managers
All employees
Male
100%
86%
46%
Female
-
14%
54%
We continue to enforce our equal opportunities, harassment and sexual
discrimination policies. We also continue to monitor compliance with our
anti-bribery and whistle blowing policies. There have been no incidents to
report against these policies to date.
A high level of staff retention remains a key feature of our business. We
retain a highly skilled and experienced team and the table below shows a
breakdown of our staff by length of service.
Executive directors
Senior managers
All employees
Total number
of staff as at
31 March 2014
Average
length of
service (years)
6
7
50
18.11
15.61
6.40
Our staff retention levels not only reflect competitive remuneration and benefits
packages but also our commitment to enhancing the professional and personal
skills of our team by supporting employee training and development, by means
of training courses, seminars and mentoring where appropriate. As in previous
years, we continue to evaluate training needs in line with business objectives.
There are no human rights issues of which the Board are aware that are
considered relevant to the Group.
COmmUniTiES
helical Bar takes a strong interest in community issues. Community
engagement is an on-going concern throughout the development process,
from planning until development completion and operation. The following
examples demonstrate how community engagement has benefited the
communities that we work with over the past year.
• Clyde Shopping Centre sponsored the Scottish youth Champions League
for the second year running which is contested by Scotland’s top teams.
League winning teams from Aberdeen, Oban, Perth, Lesmahagow, Paisley,
Ayr and Fife took part at the tournament hosted at Parklea, Glasgow. The
benefits of youth sport help to tackle social and health issues in Scotland.
Clyde Shopping Centre also gave space in the malls to The Kirkintilloch
high School young Enterprise Scheme for a weekend sales event.
Competing teams set up individual RMUs to market and sell their
developed products. The event helped to build pupils’ understanding of the
retail environment while building confidence and leadership skills.
• The Morgan Quarter in Cardiff ran an Apprentice-style initiative called Trading
Places, partnering with the University of South Wales. Six local colleges worked
with the shopping centre, to enable potential students to understand higher
education opportunities on offer, whilst also putting their entrepreneurial skills
into practice. The aim was to benefit the university by targeting and inviting in a
number of 16-18 year olds who might not necessarily be looking at higher
education. A one day event was organised, where students from the different
colleges were mixed and put into teams to run stalls within a pop-up shop, using
a vacant shop unit within the Morgan Quarter.
• Idlewells Shopping Centre and major tenant Specsavers teamed up and
sponsored a local authority community event known as the Ashfield
Festival. The sponsorship played a major part in enabling the annual local
event to continue to go ahead in spite of public sector cutbacks. The
centre exhibited in a marquee at the event and invited all retailers to join
the centre management team to promote their own goods and services.
Tenant uptake was positive, with around 20% of retailers taking an
exhibition space. The centre management team ran competitions to raise
money for Teenage Cancer Trust at the same time as showcasing a brand
new interactive mobile phone application being launched to communicate
retailer offers and special promotions to customers.
• Idlewells Shopping Centre also gave space on the malls to a local
community group to place a food bank. In an area of the country hit hard by
recession and consequential effects on unemployment levels, the demand
for voluntary organisations to step in and offer help was growing. By having
a food bank in the shopping centre, customers were able to place any
excess food items directly into the food bank safe in the knowledge that
their donations would be collected and passed on to those in need.
• The centre manager at The Guineas Shopping Centre in Newmarket is
actively involved with the Newmarket Retailers Association planning,
events and parking sub-committees. The events committee recently
entered a float at the Severalls Newmarket Carnival Day which was a well
attended event by all in the local community and an opportunity to
promote retailers at the shopping centre. In addition, the planning
committee has been instrumental in securing £100,000 from Tesco and
£100,000 from Morrisons, Section 106 money which will be delivered as
and when building takes place on both supermarket developments.
During the year to 31 March 2014 helical has donated £17,400 to charity,
including LandAid, Walking With The Wounded, The haven (Breast Cancer
Charity) and Schools Around The World.
HEAlTH & SAFETY
helical Bar’s health & Safety policy aims to develop a corporate culture that
is committed to the prevention of injuries and ill health to its employees or
others that may be affected by its activities. The Board of Directors and
senior staff are responsible for implementing this policy and they ensure that
health and safety considerations are always given priority in planning and in
day-to-day activities. The Company’s health & Safety policy was reviewed
and updated in February 2014 to reflect the latest legislative and regulatory
developments. There have been no reportable RIDDOR incidents within the
portfolio during the year ended 31 March 2014. The Company’s health &
Safety policy can be found on the Company website.
SUPPliERS
Fair treatment of suppliers remains a key priority for helical Bar, particularly
in challenging market conditions where smaller suppliers in particular may
rely on our payments for balanced cash flow. The Company’s policy is to
settle all agreed liabilities within the terms established with suppliers.
The Strategic Report, contained on pages 20 to 47, was approved by the
Board on 19 June 2014.
On behalf of the Board
michael Slade
Chief Executive
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeStrategic report
48
DEvELOPm ENT
200 AlDERSgATE
LONDON EC1
REFURBIShED
AND LET
SOLD SEPTEMBER 2013
348,000 sQ Ft
OFFICE BUILDING
WITh ANCILLAR y RETAIL
at helical We believe that robust corporate
governance is of fundamental importance in
delivering long-term success for shareholders
heLICaL BaR PLC report & accounts 2014
directors of the company
corporate governance review
report of the nominations committee
directors’ remuneration report
report of the audit committee
report of the directors
Statement of directors’ responsibilities
report of independent auditor
50
51
54
55
68
69
71
72
49
GOvERNANCE
heLICaL BaR PLC report & accounts 2014
INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeGOVERNANCE 50
dIReCtoRs oF the CoMPaNy
CHAiRmAn
nigel mcnair Scott, mA FCA FCT, joined the Board as a non-executive
director in 1985 and was subsequently appointed Finance Director in 1987.
he was appointed Chairman of the Company after the 2012 AGM. he is
Chairman of Reaction Engines Limited, a former Chairman of Avocet Mining
plc and a former director of Johnson Matthey plc and Govett Strategic
Investment Trust. Nigel is Chairman of the Nominations Committee.
ExECUTiVE DiRECTORS
Chief executive
michael Slade, BSc (Est man) FRiCS FSVA, joined the Board as an
executive director in 1984 and was appointed Chief Executive in 1986. he
is President of Land Aid, the property industry charity, a Fellow of the College
of Estate Management, Fellow of Wellington College, a trustee of Purley
Park charity and Sherborne School Foundation and Vice Admiral of the Marie
Rose Trust.
finance director
Tim murphy, BA (Hons) FCA, joined the Group in 1994 and became
Finance Director of the Company in 2012. Prior to joining helical, he worked
for accountants Grant Thornton and KPMG. he has responsibility for
financial strategy and reporting, treasury and taxation.
director
gerald Kaye, BSc (Est man) FRiCS, was appointed to the Board as an
executive director in 1994 and is jointly responsible for the Group’s
development activities. he is a past President of the British Council for
Offices and is a trustee of The Prince’s Regeneration Trust. he is a former
director of London & Edinburgh Trust Plc and former Chief Executive of
SPP. LET. EUROPE NV.
director
matthew Bonning-Snook, BSc (Urb Est Surveying) mRiCS, was
appointed to the Board as an executive director in 2007. Prior to joining
helical in 1995 he was a Development Agent and Consultant at Richard
Ellis (now CBRE). he is jointly responsible for the Group’s development
activities.
director
jack Pitman, mA (Cantab) mRiCS, was appointed to the Board as an
executive director in 2007. Before joining the Group in 2001 he was a
director of Chester Properties Ltd. he is jointly responsible for the Group’s
investment portfolio and its retirement village portfolio.
director
Duncan Walker, mA (Hons) (Oxon), Pg Dip Surveying, joined the Group
in 2007 and was appointed to the Board as an executive director in 2011.
Prior to joining helical, Duncan led Edinburgh house Estate’s investment
team. he is jointly responsible for the Group’s investment portfolio and has
been responsible for acquiring the majority of helical’s retail portfolio.
nOn-ExECUTiVE DiRECTORS
Richard gillingwater, CBE, is the non-executive Chairman of henderson
Group plc, Senior Independent Director of hiscox Ltd and SSE plc and
non-executive director of Wm Morrison Supermarkets Plc. he was, until
recently, Dean of Cass Business School. Prior to this he spent 10 years at
Kleinwort Benson, before moving to BzW, and, in due course, becoming joint
head of Corporate Finance and then latterly Chairman of European
Investment Banking at Credit Suisse First Boston. he was Chief Executive
and later Chairman of the Shareholder Executive and has also been a
non-executive director of P&O, Debenhams, Tomkins, Qinetiq Group and
Kidde plc. Richard is the Senior Independent Director of helical and is a
member of the Nominations, Audit and Remuneration Committees.
Richard grant, BA (Oxon), ACA is the Finance Director at Cadogan Estates
Limited and former corporate finance partner at PricewaterhouseCoopers,
whom he joined in 1975. Richard is the Chairman of the Audit Committee
and a member of the Nominations and Remuneration Committees.
Andrew gulliford, BSc (Est.man), FRiCS, was appointed to the Board as a
non-executive director in 2006. A former Deputy Senior Partner of Cushman
& Wakefield healey & Baker, he is a non-executive director of McKay
Securities PLC, F&C UK Real Estate Investments Limited and various other
companies. Andrew is the Chairman of the Remuneration Committee and a
member of the Audit and Nominations Committees.
michael O’Donnell was appointed to the Board in June 2011. he is a
former Managing Director of LGV Capital, a private equity firm. Through his
company, Ebbtide Partners, he acts as a consultant to, and investor in, private
companies. he is chairman of Cygnet, a mental healthcare provider, and of
the holding board of LA Fitness, the operator of health and fitness clubs and
is a non-executive director of Park Resorts, a caravan parks operator. Michael
is a member of the Nominations, Audit and Remuneration Committees.
HELICAL BAR PLC REPORT & ACCOUNTS 2014 CoRPoRate goveRNaNCe Rev IeW
51
At helical we believe that robust corporate governance is of fundamental
importance in delivering for shareholders the long-term success of the
Company through the effective, entrepreneurial and prudent management of
the Company. The Board of helical is collectively responsible for providing
the leadership of the Company within a framework of controls and reporting
structures which assist in pursuing its strategic aims and business objectives.
The uk Corporate governance Code (the “Code”)
The Board is accountable to the Group’s shareholders for good corporate
governance. We believe in applying the highest principles of corporate
governance and have complied throughout the year with the principles as set
out in the section of the Code headed “The Main Principles of the Code”.
Except as stated below in relation to the appointment of Nigel McNair Scott
as Chairman, we have complied with the provisions of the Code. The Group
also takes into account the corporate governance guidelines of institutional
shareholders and their representative bodies.
lEADERSHiP
Chairman
Nigel McNair Scott, who was formerly the Group’s Finance Director, was
appointed as Chairman of the Company in 2012. The Code requires that a
new chairman should satisfy, on appointment, the independence criteria set
out in provision B.1.1 and Nigel McNair Scott did not satisfy this Code
provision on appointment.
roles of Chairman and Chief executive
The Chairman and the Chief Executive are responsible for the leadership of
the Company. The Chairman’s primary responsibility is for leading the Board
and ensuring its effectiveness, whilst the Chief Executive is responsible for
running the Company’s business. The division of responsibilities is clearly
established at helical and is set out in writing and is approved by the Board.
Board responsibilities
The main purpose of the Board is to create and deliver the long term
success of the Group and returns for its shareholders. The Board is
collectively responsible for providing the entrepreneurial leadership of the
Group within a framework of controls and reporting structures which assist
the Group in pursuing its strategic aims and business objectives. The Board
sets the Group’s strategic aims, ensures that the necessary financial and
human resources are in place for the Group to meet its objectives and also
reviews management performance. The Board sets the Group’s values and
standards and ensures that the Group’s obligations to its shareholders and
others are understood and met.
All directors take decisions objectively in the interests of the Group. As part
of their roles as members of the Board, non-executive directors
constructively challenge and help develop proposals on strategy and the risk
appetite of the Group. Non-executive directors scrutinise the performance of
management in meeting agreed goals and objectives and monitor the
reporting of performance. They satisfy themselves on the integrity of
financial information and that financial controls and systems of risk
management are robust and defensible. They are responsible for determining
appropriate levels of remuneration of executive directors and have a prime
role in appointing and, where necessary, removing executive directors. In
conjunction with the Nominations Committee, the Board considers
succession planning of Board members and senior management. In addition
to Boardroom discussions, the Chairman maintains contact with other
non-executive directors by telephone and, if appropriate and at least annually,
will hold meetings with the non-executive directors without the executive
directors present. Richard Gillingwater (Senior Independent Director) holds
meetings of the independent non-executive directors separately from the
rest of the Board at least once a year to ensure that any issues may be
discussed without the presence of a non-independent director.
The Board has a schedule of matters specifically reserved to it for decision.
The Board controls the business but delegates day-to-day responsibility to
the executive management. An Executive Committee, comprising all the
executive directors, meets regularly to discuss the development of strategy,
to review and implement proposed transactions, to review policies and
procedures (including health and safety), to monitor budget and financial
performance and to assess risk. The full Board reviews all minutes of
proceedings at Executive Committee meetings and receives reports from the
Executive Committee Chairman (Michael Slade) at every Board meeting.
however, there are a number of matters which are required to be or, in the
interests of the Group, should only be, decided by the Board as a whole. A
summary of the schedule of matters reserved for the Board is set out below:
• Strategy and management - responsibility for the overall management of
the Group; approval of the Group’s long-term strategic aims and
objectives; approval of annual operating and capital expenditure budgets;
oversight of the Group’s operations and review of performance; extension
of the Group’s activities into new business areas; approval of major capital
projects and projects outside the normal course of business; any decision
to cease to operate all or any material part of the Group’s business.
• Structure and capital - changes to the Group’s capital structure; major
changes to the Group’s corporate structure; changes to the Group’s
management and control structure; changes to the Group’s listing or plc
status.
• Financial reporting and controls - approval of half yearly report, approval of
interim and final results announcements; approval of annual report and
accounts, including the directors’ report, corporate governance statement
and the directors’ remuneration report; approval of dividend policy;
approval of significant changes in accounting policies or practices;
approval of treasury policies; approval of material unbudgeted capital or
operating expenditures.
• Internal controls - ensuring maintenance of a sound system of control and
risk management.
• Contracts - approval of major capital projects; approval of contracts above
limits of authority delegated by the Board.
• Communication - approval of resolutions and corresponding
documentation to be put to shareholders in general meeting; approval of
all circulars and listing particulars.
• Board membership and other appointments to senior management;
appointment and removal of the Company Secretary; membership of
Board committees following recommendations from the Nominations
Committee.
• Corporate governance matters including directors’ performance
evaluations and review of the Company’s corporate governance
arrangements.
• Remuneration - determine the remuneration policy for the Chairman,
executive directors, Company Secretary and other senior executives
following recommendation from the Remuneration Committee; determine
the remuneration of the non-executive directors subject to the Articles of
Association and shareholder approval as appropriate.
• Approval of policies including anti-bribery policy; whistleblowing
procedures; equal opportunities policy; diversity policy; share dealing code;
health and safety policy; environmental and corporate social responsibility
policy; charitable donations policy.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeGOVERNANCE 52 corporatE govErnancE rEviEW continued
Members of the Board
The current members of the Board comprise a Chairman, six executive
directors and four independent non-executive directors. The Chairman is
Nigel McNair Scott. The executive directors are Michael Slade (Chief
Executive), Tim Murphy (Finance Director), Gerald Kaye, Matthew Bonning-
Snook, Jack Pitman and Duncan Walker. The non-executive directors are
Richard Gillingwater (Senior Independent Director), Richard Grant, Andrew
Gulliford and Michael O’Donnell. All the directors will be offering themselves
for re-appointment at the 2014 AGM.
Provision B.1.2 of the Code notes that companies such as helical, which are
below the FTSE350, are required to have at least two independent
non-executive directors. The Board has determined that in helical’s case a
total of four independent non-executive directors is appropriate to balance
the current executive team, to provide the experience and advice that the
executive team seeks and to ensure the interests of shareholders and other
stakeholders are adequately protected. The independent non-executive
directors are Richard Gillingwater, Richard Grant, Andrew Gulliford and
Michael O’Donnell.
Biographies of all directors are on page 50 and details of their shareholdings
in the Company are on page 67.
attendance at Board and Committee meetings during the year
Six scheduled meetings of the Board were held during the year ended 31
March 2014. In addition, several unscheduled meetings were arranged to
discuss particular transactions and events. On occasions, directors who are not
members of the Committees attend at the invitation of the Committee
Chairman. The attendance record of the directors at these scheduled meetings
and at meetings of the Board’s committees is shown in the table below:
In the Board’s view, the composition of the Board has an appropriate balance
of skills, experience, independence and knowledge of the Company as
required by the Code.
annual evaluation of the Board and its Committees
The annual evaluation process, led by the Senior Independent Director,
involves each director submitting an appraisal in respect of the performance
of the main Board, its committees and directors, including the Chairman.
Since the Company is outside the FTSE350 it does not currently make use
of an external evaluation process as permitted by the Code.
Full
Board
Audit
Committee
Remuneration
Committee
Nominations
Committee
Number of meetings held
during the year under review
Chairman
Nigel McNair Scott 1
Executive directors
Michael Slade
Tim Murphy
Gerald Kaye
Matthew Bonning - Snook
Jack Pitman
Duncan Walker
non-executive directors
Richard Gillingwater 1 2 3
Andrew Gulliford 1 2 3
Michael O’Donnell 1 2 3
Richard Grant 1 2 3
6
6
6
6
6
5
5
6
5
6
6
6
3
-
-
-
-
-
-
-
2
3
3
3
5
-
-
-
-
-
-
-
4
5
5
5
1
1
-
-
-
-
-
-
1
1
1
1
1 Member of the Nominations Committee (Chairman: Nigel McNair Scott)
2 Member of the Audit Committee (Chairman: Richard Grant)
3 Member of the Remuneration Committee (Chairman: Andrew Gulliford)
EFFECTiVEnESS
Composition of the Board
The Code requires a Board to have an appropriate balance of skills,
experience, independence and knowledge of the Company to enable it to
discharge its duties and responsibilities effectively. helical operates with a
strong management team of senior decision makers backed up by a finance
team and other support staff. The Group is keen to promote exceptional
talent to Board level at the earliest opportunity to expose such individuals to
the broader issues facing the business, encourage their long term commitment
to the Group and to provide for future succession. It is for these reasons that
helical’s Board includes six executive directors, which is more than those of
other comparable listed real estate companies.
During the year the Board undertook a formal evaluation of its own
performance and that of its committees and the Senior Independent Director
reported the results of that evaluation process to the Board. The process
covered criteria including real estate matters, Board composition and Board
and Committee processes. Individual evaluations of directors were conducted
by the Chief Executive and Chairman. There were no significant areas of
concern raised by the Directors and any points raised have been dealt with
appropriately.
directors - information and professional development
The Board is supplied in a timely manner with information in a form and of a
quality appropriate to enable it to discharge its duties and its directors are
free to seek any further information they consider necessary. The directors
have access to the services of a professionally qualified and experienced
Company Secretary who is responsible for advising the Board on all
governance matters and ensuring compliance with Board procedures and
applicable laws and regulations. Under the direction of the Chairman, the
Company Secretary’s responsibilities include ensuring good information
flows within the Board and its Committees and between senior management
and non-executive directors, as well as facilitating induction of new directors
and assisting with professional development as required. The Board ensures
that directors have access to independent professional advice at the Group’s
expense where they judge it necessary to discharge their responsibilities as
directors. Training is available for all directors as necessary.
nominations Committee
The report of the Nominations Committee, which describes the work of the
Committee, is on page 54.
ACCOUnTABiliTY
audit Committee
The Audit Committee Chairman is Richard Grant, who is the Finance Director
of Cadogan Estates Limited and a former partner of PricewaterhouseCoopers.
As a result, the Board considers that he has recent and relevant financial
experience. The report of the Chairman of the Audit Committee describing
the issues considered by the Committee in the year under review is on page
68.
HELICAL BAR PLC REPORT & ACCOUNTS 2014
corporatE govErnancE rEviEW continued
53
risk management and internal controls
The Board is responsible for maintaining a sound system of internal control
to safeguard shareholders’ investment and the Group’s assets. Such a
system is designed to manage, but cannot eliminate, the risk of failure to
achieve business objectives. There are inherent limitations in any control
system and, accordingly, even the most effective system can provide only
reasonable, and not absolute, assurance against material misstatement or
loss.
The key features of the Group’s system of internal control are as follows:
• Clearly defined organisational responsibilities and limits of authority. The
day-to-day involvement of the executive directors in the running of the
business ensures that these responsibilities and limits are adhered to.
• Financial controls and review procedures.
• Financial information systems including cash flow, profit and capital
expenditure forecasts. The Board receives regular and comprehensive
reports on the day-to-day running of the business.
• An Audit Committee which meets with the auditors and deals with any
significant internal control matters. In the year under review the Audit
Committee met with the Auditors on two occasions.
• The Board is responsible for the management of the Group’s risk profile
which is reviewed by the Audit Committee during the year. An analysis of
the Group’s principal risks can be found on pages 42 to 44.
internal audit
The Board reviewed its position during the year to 31 March 2014 and
reaffirmed its stance that in view of the relatively small size of the Group it
does not consider that an internal audit function would provide any
significant additional assistance in maintaining a system of internal controls.
going concern
The directors have reviewed the current and projected financial position of
the Group making reasonable assumptions about future trading
performance.
The key areas of sensitivity are:
• Timing and value of property sales.
• Availability of loan finance and related cash flows.
• Future property valuations and their impact on covenants and potential
loan repayments.
• Committed future expenditure.
• Future rental income and bad debts.
• Payment timings and the value of trade receivables.
The forecast cash flows have been sensitised to reflect those cash inflows
which are less certain and to take account of a further deterioration of
property valuations. From their review, the directors believe that the Group
has adequate resources to continue to be operational as a going concern for
the foreseeable future.
REmUnERATiOn
This information is contained in the Directors’ Remuneration Report on
pages 55 to 67.
RElATiOnS WiTH SHAREHOlDERS
notice of annual general Meeting
The Code recommends that the Notice of AGM and related papers be sent
to shareholders at least 20 working days before the meeting. For the 2013
AGM the Notice and related papers were sent out 21 working days before
the AGM.
relations with shareholders
The directors value the views of the Company’s shareholders and recognise
their interest in the Group’s strategy and performance, Board membership
and quality of management. They hold regular meetings with, and give
presentations to, the Company’s institutional shareholders to discuss the
Group’s results and objectives. The directors regularly meet, with the help of
the Company’s brokers, institutions that do not currently hold shares in the
Group to inform them of the Company’s objectives. Michael Slade, as Chief
Executive, attends most of these meetings and is usually accompanied by
one of the other executive directors.
During the year under review, Andrew Gulliford, as Chairman of the
Remuneration Committee, engaged with principal shareholders (holding
more than 3% of the Company’s shares) and shareholder representative
bodies, to seek their approval for the renewal of the Company’s Long Term
Incentive Plan, to be proposed to shareholders at the 2014 AGM.
The Senior Independent Director, Richard Gillingwater, was available to meet
with shareholders throughout the year under review and will hold meetings
with shareholders whenever requested in order to ensure sufficient
understanding of any issues and concerns they may have.
The AGM is used to communicate with investors and they are encouraged to
participate. The Chairman, Senior Independent Director and members of the
Audit, Remuneration and Nominations Committees will attend the AGM and
will be available to answer questions. Separate resolutions are proposed on
each issue in order that they can be given proper consideration and there is
a separate resolution to consider the annual report and accounts. All proxy
votes are counted and the level of proxies lodged on each resolution will be
indicated after it has been dealt with by a show of hands.
The directors receive regular reports from sector analysts and investor
relations advisors on how the Group is viewed by its shareholders. The Group
communicates with all shareholders through the issue of regular press
releases and through its website at www.helical.co.uk.
By order of the Board
Heather Williams FCiS
Company Secretary
19 June 2014
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeGOVERNANCE 54
RePoRt oF the NoMIN atIoNs CoMMI ttee
In accordance with the UK Corporate Governance Code, the role of the
Nominations Committee, and my primary responsibility as its Chairman, is to
ensure that the Company is headed by an effective Board which is
collectively responsible for the long-term success of the Company. This is
best achieved through the provision of entrepreneurial leadership and a
talented executive team, supported by committees with an appropriate
balance of skills, experience, independence and knowledge of the Company
to be able to constructively challenge and assist the executive team in
achieving its objectives. Alongside me, the Committee comprises Richard
Gillingwater, Richard Grant, Andrew Gulliford and Michael O’Donnell.
BOARD APPOinTmEnTS
Appointments to the Board and its Committees are made against objective
criteria. Care is taken to ensure that appointees have enough time available
to devote to the job. The Nominations Committee controls the process for
Board appointments and makes recommendations to the Board. The Board
is mindful of the Group’s diversity policy and the Committee will give full
consideration to diversity, including gender diversity, when recommending to
the Board any future Board appointments. All Board appointments will be
based on experience and will be made on merit.
THE WORK OF THE nOminATiOnS COmmiTTEE in THE
YEAR
The Committee met once during the year and all members attended this
meeting. A record of attendance at all Board and Committee meetings is
shown on page 52.
The Committee reviews the structure, size and composition of the Board.
The terms of reference of the Nominations Committee, which were reviewed
and updated during the year, are available on request and are included on
the Group’s website at www.helical.co.uk.
DiRECTORS’ RE-ElECTiOn
The Board believes that the requirements of Code Provision B.7.1 of the UK
Corporate Governance Code should be fulfilled. This provision requires all
directors of FTSE350 companies to be subject to annual re-election by
shareholders. Whilst the Company is not in the FTSE350, the Board has
chosen to comply with this provision as it accepts that shareholders should
annually have the right to vote on each director’s re-election to the Board.
At the Annual General Meeting to be held on 25 July 2014, the following
resolutions relating to the appointment of directors are being proposed:
• The re-election of Nigel McNair Scott as non-executive Chairman;
• The re-election, as executive directors, of Michael Slade, Tim Murphy,
Gerald Kaye, Matthew Bonning-Snook, Jack Pitman and Duncan Walker;
and,
• The re-election, as independent non-executive directors, of Richard
Gillingwater, Richard Grant Andrew Gulliford and Michael O’Donnell.
The Nominations Committee confirms to shareholders that, following the
annual formal performance evaluation and taking into account their
qualifications and experience, these directors continue to be effective and
demonstrate commitment to their roles. Biographical details of the directors
are given on page 50.
I trust that shareholders will support the Committee and vote in favour of
these resolutions.
nigel mcnair Scott
Chairman of the Nominations Committee
19 June 2014
HELICAL BAR PLC REPORT & ACCOUNTS 2014 dIReCtoRs’ Re MUNeRatIoN Re PoRt
aNNUaL stateMeN t
55
Dear Shareholder,
I am pleased to present the Remuneration Committee’s Report on directors’
remuneration for the year to 31 March 2014. This report has been approved
by the Board of helical Bar plc.
The main duty of the Remuneration Committee (“Committee”) is to determine
and agree with the Board, the framework or broad policy for the
remuneration of the Chairman and the executive directors and, subject to
proposals being submitted by the Chief Executive, recommend and monitor
the level and structure of remuneration for such other members of the
executive management who report directly to the Chief Executive. The
remuneration of non-executive directors shall be a matter for the Chairman
and Executive members of the Board.
The Directors’ Remuneration Report has been prepared in accordance with
the Directors’ Remuneration Reporting Regulations and Narrative Reporting
Regulations issued by the Department for Business, Innovation and Skills in
2013. In particular, the report has been divided into the following two
sections:
• Remuneration Policy Report, which sets out the Group’s policy on the
remuneration of executive and non-executive directors; and
• Annual Report on Remuneration, which discloses how the remuneration
policy has been implemented in the year ended 31 March 2014 and how
the policy will be operated in the year ending 31 March 2015.
A binding vote on the Directors’ Remuneration Policy Report and an advisory
vote on this Annual Statement and the Annual Report on Remuneration will
be tabled at the forthcoming 2014 AGM.
REmUnERATiOn iSSUES DEAlT WiTH DURing THE YEAR
The Committee considered a number of matters during the financial year
under review and the following decisions were taken:
• Basic salaries of executive directors were reviewed in July 2013 and
inflationary increases of 3% were awarded with effect from 1 July 2013
to Michael Slade, Gerald Kaye, Matthew Bonning-Snook and Jack Pitman;
• The basic salaries of Tim Murphy and Duncan Walker were increased by
10% from 1 July 2013 to move their salaries towards market norms;
• The basic salary of Matthew Bonning-Snook was increased by a further
18% from 1 January 2014 and the basic salary of Duncan Walker is to be
increased by 16% from 1 July 2014, both increases reflecting each
individual’s significantly increased contribution to the business and to bring
their remuneration more in alignment with their fellow directors;
• The Committee reviewed the awards made in accordance with the terms
of the Performance Share Plan 2004 (“2004 PSP”) in 2010 and
considered the performance of the Company during the three year
performance period to 31 March 2013. The performance conditions
required for vesting of the shares were not met and no shares vested;
• The Committee resolved in June 2013 to make a further award of shares
under the terms of the 2004 PSP;
• The Committee recommended that the Company’s Employee Share
Ownership Plan Trust (“ESOP”) acquire a further 250,000 shares in the
Company to enable it to satisfy the anticipated vesting of share awards in
2014/15; and
• As a result of the 2004 PSP nearing the end of its ten year life, the
Committee resolved that formal shareholder approval should be sought for
a replacement scheme (the “Performance Share Plan 2014” or “2014
PSP”) at the 2014 AGM. The proposed replacement scheme introduces a
third performance criteria of relative Total Shareholder Return (“TSR”) and
provides for additional shareholder protections, including a two year post
vesting holding period, clawback and increased minimum shareholding
requirements for executive directors of 300% of basic salary in line with
best practice.
The implementation of these decisions is detailed in this report, together with
additional information on the fixed and variable remuneration paid and
payable to the directors of the Group.
PERFORmAnCE AnD REWARD DURing 2013
As noted in the Strategic Report on pages 20 to 47, the Group has delivered
an increase in EPRA net assets per share of 18.6% and a total portfolio
return, as reported by IPD, of 23.8%. Pre-tax profits of the Group, before
performance related awards, increased to £120m (2013: £12m).
Subsequent to the year end, and in accordance with the rules of the helical
Bar Annual Bonus Scheme 2012 and the Executive Bonus Plan 2011, cash
bonuses have been approved for inclusion in the financial statements for the
year to 31 March 2014. Details of the bonuses payable are disclosed in the
Annual Report on Remuneration below.
Awards made under the 2004 PSP in 2011 were subject to two
performance conditions over the three years to 31 March 2014. Two thirds
of the awards were based on absolute net asset value performance with a
vesting threshold of 7.5% p.a. (24% over three years) growth and maximum
vesting at 15.0% p.a. (52% over three years) growth. The remaining third of
the awards were based on a comparison of the Group’s portfolio return to
the IPD Total Return index with a vesting threshold of the median of the
index and full vesting at the upper quartile of the index. The performance
criteria were measured at the end of the three year period and 62% of the
awards are expected to vest.
The Committee believes that the provision for annual cash and deferred
shares bonuses and the expected 2004 PSP vesting in respect of the
performance periods ending 31 March 2014 accurately and fairly represents
the performance of the Group over the respective performance periods.
REmUnERATiOn POliCY FOR 2014
The Remuneration Committee of helical Bar plc is committed to ensuring
that its remuneration policy remains aligned to the interests of shareholders,
incentivising management to increase total returns and growing net asset
value per share whilst ensuring that an appropriate balance is maintained
between the targets set for management and the risk profile of the Group.
The Committee believes that it has struck the right balance between fixed
annual remuneration and an incentive structure with challenging targets
which seeks to reward outperformance with a mixture of cash-based annual
bonus payments and longer term share awards.
Reviewing the current remuneration the Committee has determined that the
basic salaries of the executive directors, excluding those salaries of Matthew
Bonning-Snook and Duncan Walker, should be increased from 1 July 2014
by an amount reflecting current inflation levels and has determined that this
should be 2% (2013: 3%), which is below the average 6% awarded to all
other employees of the Group. As stated above, Duncan Walker’s base salary
will be increased by 16% to move him towards market norms as his
contribution increases.
The two annual bonus schemes were approved by shareholders in 2011 and
2012 and will not be reviewed during the forthcoming year. however, as a result
of the 2004 PSP reaching the end of its ten year life, major shareholders and
representative bodies have been consulted on a replacement scheme, the
helical Bar Performance Share Plan 2014, with increased shareholder
protections. A resolution seeking approval of this replacement scheme will be
put to shareholders at the 2014 AGM. The first grant under this plan will be
made, subject to shareholder approval, following the 2014 AGM.
AnnUAl gEnERAl mEETing
At the Annual General Meeting to be held on 25 July 2014 the following
resolutions relating to remuneration are being proposed:
• The approval of the Directors’ Remuneration Policy Report;
• The approval of the Annual Statement and Annual Report on
Remuneration for the year ended 31 March 2014; and
• The approval of the replacement long term incentive plan, the 2014
Performance Share Plan.
I trust that shareholders will support the Committee and vote in favour
of these resolutions.
Andrew gulliford
Chairman of the Remuneration Committee
19 June 2014
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeGOVERNANCE dIReCtoRs’ Re MUNeRatIoN Re PoRt
56 dirEctorS’ rEmunEration rEport continued
ReMUNeR atIoN Po LICy RePo Rt
The Report of the Remuneration Committee has been prepared in
accordance with the Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013 (the “Act”). It has
been approved by the Board and will be submitted to shareholders for
approval at the Annual General Meeting to be held on 25 July 2014. If
approved, the Remuneration Policy Report will have an effective date from
that point and for a period of three years. The Company’s remuneration
policy follows the principles and guidelines of the Listing Rules and the UK
Corporate Governance Code 2012 as they relate to directors’ remuneration.
REmUnERATiOn POliCY REPORT
This section of the Remuneration Report sets out the remuneration policy of
the Group from 1 April 2014 which will, subject to shareholder approval,
become formally effective at the 2014 AGM. There have been no changes to
this policy since 1 April 2013 and the Committee believes that the policy
continues to support the Group’s strategy and is aligned with shareholders’
interests.
REmUnERATiOn POliCY
helical’s approach to the remuneration of its executive directors is to provide
a basic remuneration package below the median level of its peers within the
listed real estate sector combined with an incentive based bonus and share
scheme structure aligned with the interests of its shareholders.
Remuneration within the real estate sector is monitored and reviewed
regularly to ensure that the Group’s positioning of its remuneration remains
in line with these objectives. In addition to this external view, the Committee
also monitors the remuneration levels of senior management below Board
level and the remuneration of other employees to ensure that these are
taken into account in determining the remuneration of executive directors
and considers environmental, social, governance and risk issues.
In determining such policy, the Committee shall take into account all factors
which it deems necessary. The objective of the remuneration policy shall be
to ensure that executive directors and senior management are provided with
appropriate incentives to encourage enhanced performance and are, in a fair
and responsible manner, rewarded for their individual contributions to the
success of the Group. Within the terms of the agreed policy, the Committee
shall determine, for the executive directors:
• the total individual remuneration packages of each executive director
including, where appropriate, basic salaries, bonuses, share awards,
and other benefits;
• targets for any performance related remuneration schemes; and
• service agreements incorporating termination payments and
compensation commitments.
The terms of reference of the Remuneration Committee are available on
request and are included on the Group’s website at www.helical.co.uk.
OPERATiOn OF PERFORmAnCE RElATED
REmUnERATiOn
The Committee operates the two annual bonus schemes and the 2004 PSP
(to be replaced by the 2014 PSP) in accordance with their respective rules,
as approved by shareholders, and the Listing Rules. In seeking shareholder
approval to the performance related remuneration schemes the Committee
has incorporated a number of shareholder protections and will apply these
in the operation of the schemes. In particular, the Committee has:
• Applied a profit sharing and net asset value model to ensure cash
bonuses vest only on performance and with maximum limits;
• Included clawback provisions in the Annual Bonus Scheme 2012 and
the proposed 2014 PSP;
• Retained absolute discretion with regard to the payment of cash bonuses
or the vesting of shares in the determination of good/bad leavers, or
change of control or if payment of bonuses is not deemed to be in the
interests of shareholders; and
• Included enhanced share retention guidelines.
directors’ remuneration policy table
The table below summarises the directors’ remuneration policy:
Element
Purpose and link to strategy
Salary
- Reflects the value of the individual and their role and
responsibilities
- Reflects delivery against key personal objectives and
development
- Provides an appropriate level of basic fixed income
avoiding excessive risk arising from over reliance on
variable income
Annual
bonus: CEO
and Finance
Director
- Provides focus on delivering net asset value growth
above sector benchmark
- Rewards and helps retain key executives and is aligned
to the Group’s risk profile
- Maximum bonus only payable for achieving demanding
targets
Annual bonus:
other directors
- Provides focus on delivering returns from the Group’s
property portfolio
- Aligned with shareholders through a profit sharing model,
with appropriate hurdles and shareholder protections
- Rewards and helps retain key executives and is aligned
to the Group’s risk profile
- Maximum bonus only payable for achieving demanding targets
Long term
incentive
awards
- Aligned to main strategic objective of delivering long-
term value creation
- Aligns executive directors’ interests with those of
shareholders
- Rewards and helps retain key executives and is aligned
to the Group’s risk profile
Other
benefits
- Provide insured benefits to support the individual and
their family during periods of ill health, accidents or death
- Cars or car allowances to facilitate effective travel
Share
ownership
guidelines
- To provide alignment of interests between executive
directors and shareholders
Non-executive
director fees
- Reflects time commitments and responsibilities of each
role and fees paid by similarly sized companies
- The remuneration of the non-executive directors is
determined by the Board.
In addition to the above, executive directors may also participate in any
all-employee share arrangement operated by the Company, up to prevailing
hMRC limits.
HELICAL BAR PLC REPORT & ACCOUNTS 2014 dirEctorS’ rEmunEration rEport continued
57
directors’ remuneration policy table
The table below summarises the directors’ remuneration policy:
Operation
Maximum
Performance targets
- Normally reviewed annually, effective 1 July
- Paid in cash on a monthly basis; not pensionable
- Takes periodic account against companies with
similar characteristics and sector comparators
- Targeted between lower quartile and median
- Reviewed in context of the salary increases across
the Group
- Payable in cash and deferred shares
- Non-pensionable
- No maximum or maximum salary increase is
- N/A
operated
- Salary increases will not normally exceed the
average increase awarded to other employees
- Increases may be above this level if there is an
increase in the scale, scope or responsibility
of the role or to allow the basic salary of newly
appointed executives to move towards market
norms as their experience and contribution
increases
- £2m p.a. in total, £1.5m p.a. per individual
- Dividend equivalent payments (in cash or in
shares) may be payable on deferred shares
- Payable in cash and deferred shares
- Non-pensionable
- 300% of salary p.a. plus additional 300% in
year five and year ten
- Dividend equivalent payments (in cash or in
shares) may be payable on deferred shares
- Discretionary annual grant of conditional share
awards under the 2014 PSP. The 2014 PSP
will, subject to shareholder approval at the 2014
AGM, replace the 2004 PSP which will shortly
reach the end of its 10 year life.
- 300% of salary p.a. for all executive directors
- Dividend equivalent payments (in cash or in
shares) may be payable
- Benefits provided through third party providers
- Insured benefits include: private medical cover, life
assurance, permanent health insurance and car
or car allowances. Other benefits may be provided
where appropriate
- N/A
- Executive directors are required to build and
- N/A
maintain a specified shareholding through the
retention of the post-tax shares received on the
vesting of awards
- Participants in the 2004 PSP and 2014 PSP
are required to retain shares acquired for at least
two years after vesting
- Cash fee paid monthly
- Fees are reviewed on an annual basis
- Fixed three year contracts with three month
notice periods
- No maximum or maximum fee increase is operated
- Fee increases may be guided by the average
- N/A
increase awarded to Executive Directors and other
employees and/or general movements in the market
- Increases may be above this level if there is an
increase in the scale, scope or responsibility of
the role
- Performance normally measured over one year
Sliding scale targets based on:
- The amount by which the increase in the Group’s
net asset value exceeds an industry benchmark
- Subject to achieving minimum relative
performance levels
- Details of actual targets are set out on page 63
- Performance normally measured over one year
Sliding scale targets based on:
- Profits/losses of the business plus growth in values
of the investment, trading and development portfolio
after charging for the Group’s finance, administration
costs and the use of the Group’s equity
- Clawback provisions apply
- Details of profit sharing arrangements are set out
on pages 63 and 64
- Performance normally measured over three years
- 10% of an award vests at threshold performance
- Performance targets linked to net asset value per
share, total property return and total shareholder
return (2014 PSP)
- Details of actual targets for the awards to be
granted in 2014 are set out on pages 60 and 61
- Clawback provisions apply to awards to be
granted under the 2014 PSP
- N/A
- Aim to hold a shareholding to equal or exceed 200%
of basic salary (increasing to 300% on the first
vesting of awards granted under the 2014 PSP)
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeGOVERNANCE
58 dirEctorS’ rEmunEration rEport continued
RECRUiTmEnT POliCY
In considering the structure of the Board, the balance between executive directors and independent non-executive directors and the skills, knowledge and
experience required to ensure the Board functions in accordance with the Group’s objectives, the Committee will seek to apply the following principles in
relation to the remuneration of new directors, whether by internal promotion or external appointment:
Element
Salary
Benefits
Pension
Annual bonus
Policy
The salary of newly appointed executive directors would reflect the individual’s experience and skills, and be targeted at between
lower quartile and median of appropriate sector comparables, taking into account internal comparisons. On initial appointment,
salaries would generally be set at a level lower than benchmarked for that role to allow for pay increases to market levels subject to
satisfactory progress and contribution.
Benefits would be as are currently provided and periodically reviewed, being car or car allowance, private medical cover, permanent
health insurance and life assurance.
There is no Company pension scheme for directors and no contributions are payable to directors’ own pension schemes.
Annual bonus arrangements would be set in line with existing arrangements as approved by shareholders, with the Committee
retaining the right to pro-rata any bonus payable in respect of the first year of employment.
Long term incentives
Annual awards under the terms of the 2014 PSP (subject to shareholder approval at the 2014 AGM) will be made in accordance
with the terms of that Plan.
Share Incentive Plan
In line with that of existing executive directors.
Buy-out awards
Should it be deemed necessary to compensate a new director for loss of bonus or incentives from a previous employer, the
Committee may structure the remuneration of such director to buy-out any such bonus or incentives on a like-for-like basis in respect
of currency (i.e. cash versus shares), timing and performance targets. Where possible such buy-out will be structured within the
Company’s existing incentive arrangements but the Committee has the discretion to implement the exemption under rule 9.4.2 of the
Listing Rules.
Non-executive
directors
Newly appointed non-executive directors will be paid fees at a level consistent with existing non-executive directors. Fees would be
paid pro-rata in the year of appointment.
HOW EmPlOYEE PAY iS TAKEn inTO ACCOUnT AnD
HOW iT COmPARES TO THE REmUnERATiOn POliCY
OF ExECUTiVE DiRECTORS
All full-time employees of the Company, including executive directors, receive
a basic remuneration package including base salary, private medical cover,
permanent health insurance, life assurance and membership of the Share
Incentive Plan. In addition, directors and senior management are entitled to
the use of company cars or the payment of a car allowance. Whilst
employees below Board level are not entitled to participate in the Executive
Bonus Plan 2011 or Annual Bonus Scheme 2012, discretionary bonuses
are paid to employees on an individual basis depending on their performance
and contribution. The Performance Share Plan is available to all employees
but is primarily utilised to incentivise executive directors and senior
management. An Inland Revenue approved Company Share Option Plan is
available for the Committee to grant options to those who do not receive
awards under the Performance Share Plan. In determining executive
remuneration, the Committee considers the overall remuneration of all the
Company’s employees and, other than in exceptional circumstances, seeks
to award increases in salaries at levels below those made to other staff and
within its own guidelines. The remaining remuneration is weighted towards
performance related awards. The Committee does not consult with its
employees when drawing up the Company’s remuneration policy.
PERFORmAnCE mETRiCS
The performance metrics used in the two annual bonus schemes and the
long term incentive plan are aligned with the Company’s Key Performance
Indicators, discussed on pages 22 to 23.
The Executive Bonus Plan 2011 compares the net asset value per share
performance of the Company to an index of property performance as
measured by the Investment Property Databank (“IPD”). The intention is to
compare the Company’s overall financial performance to that of the real
estate sector’s primary index. The scheme is open to the Chief Executive and
the Finance Director.
The Annual Bonus Scheme 2012 is a profit sharing model which takes the
results of the Company, including valuation movements on its property
portfolio, and, after charging all finance costs, non-performance related
administration costs and a charge for the use of the Company’s equity,
allocates the net results into a profit pool for payment to participants with
maximum limits, deferral clawback and other shareholder protections. The
scheme is open to executive directors, other than the Chief Executive and
the Finance Director.
Long term incentives, awarded in accordance with the rules of the 2004
PSP (to be replaced, subject to shareholder approval, with the 2014 PSP),
are subject to an absolute net asset value growth test and a relative
performance metric based on the performance of the Company’s property
portfolio compared to an IPD index. In the 2014 PSP, these two criteria are
to be joined by a third metric, based on relative Total Shareholder Return.
SERViCE COnTRACTS
The service contract of Michael Slade operates from 1 August 2007, those of
Gerald Kaye, Matthew Bonning-Snook and Jack Pitman from 1 March 2010,
that of Duncan Walker from 24 June 2011 and of Tim Murphy from 24 July
2012. No service contract provides for more than a one year notice period. All
service contracts can be inspected at the registered offices of the Company.
lEAVER POliCY
On termination of employment each director may be entitled to a payment in
lieu of notice of basic salary and other contractual entitlements i.e. provision
of a car, health and life insurance. The Group may make payments in lieu of
notice as one lump sum or in instalments, at its own discretion. If the Group
chooses to pay in instalments the director is obliged to seek alternative
income over the relevant period and to disclose the amount to the Group.
Instalment payments will be reduced by any alternative income.
Awards under the Executive Bonus Plan 2011 may be payable with respect
to the period of the financial year served although amounts will be paid at
the normal payout date and, normally, pro-rated for the period of the financial
year worked.
HELICAL BAR PLC REPORT & ACCOUNTS 2014 dirEctorS’ rEmunEration rEport continued
59
REWARD SCEnARiOS
The charts below show how the composition of the executive directors’
remuneration packages varies at three performance levels, namely, at
minimum (i.e. fixed pay), target (assumed to be 50% of the maximum
incentive levels) and maximum levels, under the policy set out in the table
overleaf.
Value of remuneration packages at different levels of performance
0
0
0
£
’
3,750
3,500
3,250
3,000
2,750
2,500
2,250
2,000
1,750
1,500
1,250
1,000
750
500
250
0
43%
42%
37%
36%
27%
15%
PSP
Bonus
Basic salary & benefits
42%
42%
36%
36%
28%
16%
51%
31%
18%
43%
26%
30%
Minimum Target
Maximum
Minimum Target
Maximum
Minimum Target
Maximum
Chief executive
finance director
other directors
The charts are based on:
• salary levels effective 1 April 2014.
• an approximated annual value of benefits (no pension is provided).
• a £1.5m maximum annual bonus for the Chief Executive, a £500,000
maximum annual bonus for the Finance Director and a 300% of salary
maximum annual bonus for the other executive directors (based on Gerald
Kaye’s package for simplicity) (with target assumed to be 50% of the
maximum).
• a 300% of salary award under the 2014 PSP in line with the normal
maximum award (with target assumed to be 50% of the maximum). No share
price appreciation in respect of the 2014 PSP awards has been assumed.
REmUnERATiOn COmmiTTEE
The Committee comprises Andrew Gulliford, as Chairman, Richard
Gillingwater, Richard Grant and Michael O’Donnell, all of whom have served
throughout the year. Each member of the Committee is an independent
non-executive director.
ADViSORS TO THE COmmiTTEE
The Committee consults the Chief Executive and Finance Director about its
proposals and has access to professional advice from independent remuneration
consultants, New Bridge Street, to help it determine appropriate remuneration
arrangements. Terms of reference for New Bridge Street, which provided no
other services to the Company, are available from the Company Secretary on
request. Their fees for the year to 31 March 2014 amounted to £46,167.
Any share-based entitlements granted to an executive director under the
Company’s share plans will be determined based on the relevant plan rules.
Under the helical Bar Annual Bonus Scheme 2012, participants shall not
normally be entitled to receive any distribution under the scheme following
cessation and shall immediately cease to have any interests, benefits, rights
and/or entitlements under the scheme howsoever arising on the date of
such cessation except where good leaver status applies (i.e. death; injury,
disability; redundancy; retirement; sale or transfer of employing company or
business outside of the Group or any other reason permitted by the
Committee). For good leavers, individuals would cease to accrue future
amounts into future Bonus Award Pools although would continue to receive
deferred share awards and any remaining amounts held in the Bonus Award
Pools for a period of three years from cessation.
For awards granted under the 2004 PSP, awards will normally lapse at
cessation except where the good leaver status applies (e.g. death,
redundancy, retirement due to injury, disability or retirement otherwise with
the Committee’s agreement). For good leavers, awards will vest at cessation
having regard to the satisfaction of the relevant performance conditions and
the time elapsed since the date of the award (rounded up to the nearest
whole year).
For awards granted under the 2014 PSP, awards held by good leavers will
vest on the normal vesting date subject to performance conditions and time
pro-rating, unless the Committee determines that awards should vest at
cessation and/or time pro-rating should not apply.
nOn-ExECUTiVE DiRECTORS
Non-executive directors are appointed by a Letter of Appointment and their
remuneration is determined by the Board. The appointment of non-executive
directors is terminable on three months’ notice. Non-executive directors are
not eligible to participate in any new awards made under the terms of the
Group’s bonus or share award schemes. In exceptional circumstances, where
an executive director becomes a non-executive director e.g. Nigel McNair
Scott became Chairman in 2012, ongoing participation in awards previously
made in bonus and share schemes will be subject to the rules of those
schemes and will be subject to the discretion of the Committee.
SHARE OWnERSHiP gUiDElinES
Senior executives will not normally be permitted to sell shares received
through the 2004 PSP/2014 PSP, other than to meet taxation (and national
insurance contributions) liabilities, for at least two years and until they own
shares to the value of 200% of basic salary for executive directors and
100% of salary for other executives. This is to be increased for executive
directors to 300% on the first vesting of share awards in respect of the
2014 PSP. To date, all shares received by the executive directors under the
terms of the group’s 2004 PSP and Share Incentive Plan have been
retained, net of taxes paid, thereby increasing the management’s
shareholding in helical.
AlignmEnT WiTH SHAREHOlDER inTERESTS
The Remuneration Committee has analysed the potential gains that may be
made by executives (directors and those below Board level) through the
2004 PSP/2014 PSP and other incentive arrangements currently in place. It
has concluded that the share of the increase in the value of the Group
(measured as the increase in the net asset value plus cash returned as
dividends to shareholders) that could accrue to all executives through the
Group’s long and short-term incentive and bonus plans at the point at which
the maximum awards vest over the term of the plans might be of the order of
20%. At this point, in absolute terms, the Group will have increased its triple
net asset value by at least 15% per annum with the Group’s relative
performance placing it in the top quartile of IPD, over each three year period.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeGOVERNANCE 60 dirEctorS’ rEmunEration rEport continued
aNNUaL RePo Rt oN ReMUNeR atIoN
imPlEmEnTATiOn OF THE REmUnERATiOn POliCY FOR THE YEAR TO 31 mARCH 2015
ExECUTiVE DiRECTORS’ BASiC AnnUAl SAlARY AnD BEnEFiTS-in-KinD
The basic package of salary and benefits is designed to match the experience and responsibilities of each director and is reviewed annually to ensure that it is
consistent and appropriate to their responsibilities and expectations. The Group does not provide any separate pension provision for executive directors and
expects individuals to provide for their retirement through their basic salaries and incentive payments. Executive directors’ current basic annual salaries,
together with salaries for the prior year, are as follows:
Michael Slade
Tim Murphy
Gerald Kaye
Matthew Bonning-Snook
Jack Pitman
Duncan Walker
At 1 April 2013
£
Changes in year
£
At 1 April 2014
£
Increases wef
1 July 2014
£
At 1 July 2014
£
500,000
250,000
386,250
309,000
309,000
250,000
15,000
25,000
11,587
66,000
9,270
25,000
515,000
275,000
397,837
375,000
318,270
275,000
10,300
5,500
7,963
-
6,380
43,270
525,300
280,500
405,800
375,000
324,650
318,270
In 2012, the Committee resolved that the basic salaries of executive
directors should be reviewed annually and increased to reflect an appropriate
level of salary inflation or greater to reflect increases in the scale, scope or
responsibility of their roles or to allow recently appointed executives to move
to market norms as their experience and contribution increase.
On 1 July 2013, increases in basic salaries of 10% were awarded to Tim
Murphy and Duncan Walker to move their salaries towards market norms.
On 1 January 2014, Matthew Bonning-Snook’s salary was increased by 18%
and from 1 July 2014 Duncan Walker’s salary will be increased by 16%. These
increases reflect their significantly increased contribution to the business and to
bring their remuneration more in alignment with their fellow directors. Neither
Matthew Bonning-Snook nor Duncan Walker will receive inflationary increases
in July 2014. The Committee has determined that the remaining executive
directors, Michael Slade, Tim Murphy, Gerald Kaye and Jack Pitman, will receive
inflationary increases of 2% from 1 July 2014. Benefits-in-kind provided to
executive directors comprise the provision of a company car or car allowance,
private medical cover, permanent health insurance and life insurance.
ExECUTiVE BOnUS PlAn 2011
Michael Slade and Tim Murphy will continue to be eligible to participate in the
Executive Bonus Plan 2011 (the “2011 Plan”) for the year ending 31 March
2015 following shareholder approval in 2011 to operate it for a further five
years. Therefore, the Committee may, at its discretion, award bonuses in
respect of the year ending 31 March 2015 subject to performance conditions
based on absolute net asset value, un-geared total property return and relative
net asset value per share versus the IPD, the aim of which is to link the size of
bonuses paid to the financial growth of the Group over that financial year.
The total amount payable under the 2011 Plan in any one year will continue
to be limited to £2m. An individual employee’s participation in the 2011 Plan
is limited so that the bonus which may be paid to him under the 2011 Plan
will not exceed £1.5m per annum. There is a further limit that payments
under the 2011 Plan in any year may not exceed 20% of the Group’s pre-tax
profits plus any payments under the 2011 Plan. Among other constraints the
Committee could restrict the bonuses if payment would affect the financial
or trading position of the Group.
Following feedback received during the investor consultation in respect of
the codification of the bonus arrangement set out below, the Committee
agreed that future participants in this scheme who do not have a minimum
shareholding in the Company of 200% of basic salary should receive up to
one third of any bonus in deferred shares for three years.
The main features of the 2011 Plan and details of how it operated for the
year ended 31 March 2014, which will be consistent with how it will operate
for the year ending 31 March 2015, are set out on page 63.
HEliCAl BAR AnnUAl BOnUS SCHEmE 2012
Gerald Kaye, Matthew Bonning-Snook, Jack Pitman and Duncan Walker will
continue to participate in the helical Bar Annual Bonus Scheme 2012 which
was approved by Shareholders at the 2012 AGM. Neither the Chief
Executive nor the Finance Director participate in the Scheme given their
participation in the 2011 Plan. This scheme provides annual cash bonuses
based on the performance of the Group’s property portfolio and is aligned
with shareholders through a profit sharing model, with appropriate hurdles
and shareholder protections (including deferral and clawback).
The distribution of the Bonus Award Pools to participants will continue to be
restricted for 2014/15 to the lower of 70% of the balance of the Bonus
Award Pool and 300% of salary. Any excess will be deferred and carried
forward to the subsequent year to form part of the Bonus Award Pool for the
subsequent year(s).
The main features of the 2012 Bonus Scheme and details of how it operated
for the year ended 31 March 2014, which will be consistent with how it will
operate for the year ending 31 March 2015, are set out on pages 63 to 64.
PERFORmAnCE SHARE PlAn
As a result of the Performance Share Plan 2004 (“2004 PSP”), the
Company’s primary long-term incentive arrangement, reaching the end of its
ten year life, shareholder approval for a replacement plan, the Performance
Share Plan 2014 (“2014 PSP”), will be sought at the forthcoming AGM.
The main features of the 2014 PSP are as follows:
• Awards will normally vest no earlier than the third anniversary of their
grant to the extent that the applicable performance conditions (see below)
have been satisfied and the participant is still employed by the Group.
Once exercisable, awards will remain capable of exercise for a period of
normally no more than six months.
• No award may be granted to an individual in any financial year over shares
worth more than three times salary.
• There are three performance conditions, one based on absolute growth in
the Group’s net asset value per share, one based on the gross (ungeared)
total property return per share relative to other property funds as determined
by IPD and one based on relative total shareholder return.
• Performance conditions for the awards to be granted in 2014 will, subject
to shareholder approval, be measured over the three years following grant
as follows:
- For the growth in net asset value, the “fully diluted triple net” net asset
value as at the start of the financial year in which a grant takes place will be
compared to the value three years later (having added back dividends):
HELICAL BAR PLC REPORT & ACCOUNTS 2014
dirEctorS’ rEmunEration rEport continued
61
Annual compound increase after three years
15% p.a. or more
Between 7.5% p.a. and 15% p.a.
7.5% p.a.
Below 7.5% p.a.
% of award vesting
33.3
Pro rata between 3.3 and 33.3
3.3
zero
If UK inflation (RPI) is higher than 3% per annum over the three year period then the required compound increases will be raised by the excess over the 3%
per annum average.
- For the total property return v IPD property funds condition:
Ranking after three years
Upper quartile or above
Between median and upper quartile
Median
Less than median
- For the relative TSR condition:
Ranking after three years
Upper quartile or above
Between median and upper quartile
Median
Less than median
% of award vesting
33.3
Pro rata between 3.3 and 33.3
3.3
zero
% of award vesting
33.3
Pro rata between 3.3 and 33.3
3.3
zero
The comparator group for the awards to be granted in 2014 will be the companies included in the FTSE 350 Super Sector Real Estate Index, excluding
storage companies and agencies.
Share awards will lapse in full where:
- net value per share (having added back dividends) does not increase over the three year performance period; or
- the gross return falls below the IPD median, the growth in triple net asset value is below 7.5% per annum and relative TSR is below median over the three
year period.
Further details of this new scheme can be found in the Notice of the Annual General Meeting.
VESTing OF PSP AWARDS
Awards to executive directors which have vested in accordance with the terms of the 2004 PSP in the last five years are as follows:
Year
2014
2013
2012
2011
2010
Value
£
5,623,000
nil
nil
nil
nil
nOn-ExECUTiVE DiRECTORS’ FEES
In 2012, the Board resolved that with effect from 1 July 2012, the fees payable to non-executive directors will comprise a basic £40,000 plus an additional
£10,000 for the Chairman of the Audit and Remuneration Committees and the Senior Independent Director. On his appointment as Chairman, Nigel McNair
Scott’s annual fee was agreed at £150,000. In line with executive directors, the non-executive directors will receive an inflationary increase of 2% with effect
from 1 July 2014.
Non-executive directors’ current annual fees, together with fees for the prior year, are as follows:
Nigel McNair Scott - Chairman
Richard Gillingwater - Senior Independent Director
Richard Grant - Chairman of the Audit Committee
Andrew Gulliford - Chairman of the Remuneration Committee
Michael O’Donnell
1 April 2013
£
1 April 2014
£
1 July 2014
£
150,000
50,000
50,000
50,000
40,000
150,000
50,000
50,000
50,000
40,000
153,000
51,000
51,000
51,000
40,800
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeGOVERNANCE
62 dirEctorS’ rEmunEration rEport continued
BAlAnCE OF FixED VERSUS VARiABlE PAY
In line with its policy, the Committee seeks to ensure that the balance of remuneration provides a basic salary below the median, and performance related
bonuses and share awards that reward outperformance of the Group’s peer group. In the year to 31 March 2014, the balance of fixed versus variable pay on
an actual basis for the executive directors compared to the maximum payable was as follows:
Basic salaries and benefits-in-kind
Annual Bonus Scheme 2012
Executive Bonus Plan 2011
Performance Share Plan shares vested
Actual
£
2,674,000
4,099,000
2,000,000
5,623,000
14,396,000
Share
of total
%
19
28
14
39
100
Maximum
£
2,674,000
4,099,000
2,000,000
9,092,000
17,865,000
Share
of total
%
15
23
11
51
100
Note: Performance Share Plan shares vested reflect the market value of shares that are expected to vest (actual) or could vest (maximum) in respect of the three year performance period to 31
March 2014 in accordance with the terms of the Group’s Performance Share Plan.
DiRECTORS’ REmUnERATiOn (AUDiTED inFORmATiOn)
Remuneration in respect of the directors was as follows:
Basic
salary/
fees
£000
Benefits
£000
Sub-total
£000
Annual
cash
bonus
£000
Deferred
bonus
shares
£000
Sub-total
£000
Total
£000
Executive directors
Michael Slade
Tim Murphy
Gerald Kaye
Matthew Bonning-Snook
Jack Pitman
Duncan Walker
non-executive directors
Nigel McNair Scott
Andrew Gulliford
Richard Gillingwater
Richard Grant
Michael O’Donnell
Former directors
Giles Weaver
Nigel McNair Scott
Anthony Beevor
Wilf Weeks
Total
2013-14
2012-13
2013-14
2012-13
2013-14
2012-13
2013-14
2012-13
2013-14
2012-13
2013-14
2012-13
2013-14
2012-13
2013-14
2012-13
2013-14
2012-13
2013-14
2012-13
2013-14
2012-13
2012-13
2012-13
2012-13
2012-13
2013-14
2012-13
511
500
269
1712
395
383
330
307
316
307
269
250
150
1031
50
50
50
342
50
342
40
39
28
741
16
11
2,430
2,307
45
50
21
14
48
39
49
21
22
21
17
17
42
-
-
-
-
-
-
-
-
-
-
40
-
-
244
202
556
550
290
185
443
422
379
328
338
328
286
267
192
103
50
50
50
34
50
34
40
39
28
114
16
11
2,674
2,509
1,500
973
468
33
796
440
750
440
637
145
550
145
-
-
-
-
-
-
-
-
-
-
-
275
-
-
4,701
2,451
1 Executive Director until 24 July 2012; Non Executive Chairman since that date
2 Pro-rated figure - appointed as a director on 24 July 2012
3 Deferral of bonus into shares to meet 200% shareholding guideline based on 31 March 2014 share price of 373.75p
Share
awards
£000
1,287
-
515
-
965
-
772
-
772
-
450
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
323
16
398
220
375
220
318
72
275
72
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,398
600
5,623
-
2,787
973
1,015
49
2,159
660
1,897
660
1,727
217
1,275
217
-
-
-
-
-
-
-
-
-
-
275
-
-
11,722
3,051
3,343
1,523
1,305
234
2,602
1,082
2,276
988
2,065
545
1,561
484
1,054
103
50
50
50
34
50
34
40
39
28
389
16
11
14,396
5,560
862
862
HELICAL BAR PLC REPORT & ACCOUNTS 2014 dirEctorS’ rEmunEration rEport continued
63
AUDiTED inFORmATiOn
ExECUTiVE BOnUS PlAn 2011
In 2011, shareholders approved the renewal of the Executive Bonus Plan
(the “2011 Plan”) for a further five years. Michael Slade and Tim Murphy
were eligible for 2011 Plan bonuses during the year. Total 2011 Plan
bonuses for the year to 31 March 2014 of £2,000,000 (2013: £1,297,000)
have been accrued in the financial statements for the year to 31 March
2014 and are payable in June 2014.
The performance conditions which applied for the year ended 31 March
2014 were as follows:
• Increase in net asset value: net asset value at the end of the financial year
exceeds net asset value at the beginning of the financial year;
• Absolute performance of the portfolio - un-geared total return: the
percentage increase in the total return on property assets of the Group
over the financial year (the “Performance Period”) is greater than the
percentage increase achieved by the portfolio ranked nearest to
three-quarters up the performance table (taken in ascending order of
return) (the “Upper Quartile”) of the portfolios of all quarterly valued funds
measured by the Investment Property Databank at the beginning of the
relevant Performance Period and compounded monthly during the
Performance Period (the “IPD Total Return Benchmark”); and
• Performance of the net asset value per share: the percentage increase in
net asset value per share for the Performance Period must be greater
than the percentage increase achieved by the Upper Quartile of the
portfolios of all quarterly valued funds measured by the Investment
Property Databank at the beginning of the relevant Performance Period
and compounded monthly during the Performance Period (the “IPD
Capital Growth Benchmark”).
The total amount of bonus payable in the year ended 31 March 2014 was
determined by:
• Calculating the difference between the percentage increase in net asset
value per share for the Performance Period and the percentage increase
in the Upper Quartile of the IPD Capital Growth Benchmark over the same
period (the “Difference”); and
• Calculating the sum of the amounts payable in relation to each 1% of the
Difference on the following basis:
Amount of difference
Less than 1%
1% to less than 2%
% of base net asset
value payable
0.01
0.02
And thereafter for every additional 1%
An increment of 0.01
For example: From 4% to less than 5%
0.05
If the net asset value at the end of a financial year is less than the net asset value
at the beginning of that year, the bonus payable for any subsequent year will be
calculated by reference to the highest net asset value in the preceding year.
In the year to 31 March 2014, the application of the bonus calculation to the
results of the Group resulted in a potential total bonus payment of
£4,486,000. This was reduced to the maximum amount payable of
£2,000,000. Bonuses paid under the terms of this 2011 Plan in the last five
years are as follows:
Year
2014
2013
2012
2011
2010
Amount Paid
£
2,000,000
1,297,000
nil
nil
nil
HEliCAl BAR AnnUAl BOnUS SCHEmE 2012
The helical Bar Annual Bonus Scheme 2012 was approved by shareholders
at the 2012 AGM. This scheme provides annual cash bonuses based on the
performance of the Group’s property portfolio and is aligned with
shareholders through a profit sharing model, with appropriate hurdles and
shareholder protections (including deferral and clawback). Total 2012 Bonus
Scheme Bonuses have been accrued in the financial statements for the year
to 31 March 2014 and the cash element will be payable in June 2014.
The main features of the 2012 Bonus Scheme as applied to the year to 31
March 2014 are as follows:
• The scheme participants were Gerald Kaye, Matthew Bonning-Snook, Jack
Pitman and Duncan Walker. Neither the Chief Executive nor the Finance
Director participate in the Scheme given their participation in the 2011 Plan;
• All property assets held during the year were allocated to one of two pools
namely the “Investment Pool” or the “Development Pool” (“Profit Pools”);
• Investment assets are included at valuation as at 31 March 2013 with
subsequent valuation movements increasing or decreasing the size of the
relevant Profit Pool. Development assets were also included at valuation as at
31 March 2013 with subsequent valuation movements increasing or decreasing
the size of the Profit Pool. Any opening surpluses or deficits in the value of the
trading and development assets as at the introduction of the scheme on 1 April
2012 were only included in the Profit Pools if they were realised;
• Development profits, development management fees, net rents, other
income and profits/losses on the sale of property assets were allocated to
the relevant Profit Pools; and
• Profits in the two Profit Pools were eligible for the award of bonuses once they
were sufficient to exceed the recovery of all related finance costs, a charge for
the use of the Company’s equity at a rate equivalent to the Company’s weighted
average cost of debt plus a margin (reviewed regularly to reflect any changes in
the cost of debt and the risk profile of the Company’s activities), the Group’s
total administrative costs (excluding performance related remuneration) and any
unallocated losses from the previous three financial years.
shareholder protections
• No more than 10% of profits are available to participants for distribution
(“Bonus Award Pool”) at the end of the relevant financial year. Pool
allocations between participants are based on a set formula agreed at the
start of the financial year;
• The distribution of the Bonus Award Pools to participants are restricted in
any financial year to the lower of 70% of the balance of the Bonus Award
Pool and 300% of salary (except in years five and ten as noted below).
Any excess is deferred and carried forward to the subsequent year to form
part of the Bonus Award Pool for the subsequent year(s);
• Two thirds of any payment is made in cash after the relevant financial year
end and one third is deferred for three years into helical Bar plc shares;
• In addition to any annual payments, at the end of the fifth and tenth years
of operating the scheme, any Bonus Award Pool not paid out will be
distributed to participants in the form of deferred shares for three years,
subject to an additional individual limit of 300% of salary each time;
• No payments will be made where the Company has not generated a profit
(amounts will be deferred until a profit is generated). In addition, the
Remuneration Committee will retain discretion to increase the deferred
share amount (up to 100% of the payment) or not to make a payment at all
(with any amounts reverting back to the Company rather than remaining in
the Bonus Award Pool) where it is considered appropriate to do so;
• Net losses will be carried forward in Profit Pools for offset against future
net profits. Carry forward of losses will be for a minimum of three years,
subject to extension at the request of the Remuneration Committee;
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeGOVERNANCE 64 dirEctorS’ rEmunEration rEport continued
AUDiTED inFORmATiOn
• The scheme will operate a clawback provision whereby amounts deferred, amounts held in Bonus Award Pools or the net of tax amounts paid may be
recovered in the event of a misstatement of results, an error being made in assessing the calculation of Bonus Award Pools or in the event of gross
misconduct; and
• The share of any increase in value of the Company (measured as the increase in net asset value plus cash returned as dividends) that could accrue to all
executives through the Group’s long and short-term incentive and bonus plans at maximum vesting/payouts during the lifetime of the plans will continue to
be no more than 20%.
Bonus scheme pools - year to 31 March 2014
The amount transferred to the Bonus Pool based on the results of the Group for the year to 31 March 2014 and its allocation to cash and deferred share
awards is as follows:
Amount transferred to Bonus Pool based on the results for the year
Bonus Pool brought forward
Bonus Pool available for distribution
Amount paid as cash bonuses
Amount paid as deferred shares
Bonus Pool carried forward
2014
£
10,641,000
752,000
11,393,000
2,732,000
1,366,000
7,295,000
11,393,000
2013
£
2,507,000
-
2,507,000
1,170,000
585,000
752,000
2,507,000
other matters
• Shareholder approval for the Plan was obtained for ten years from 1 April 2012, although the Remuneration Committee will review the operation of the
Plan after five years;
• Awards may be satisfied through shares purchased in the market or by new issue or treasury shares. Where new issue or treasury shares are used, the
ABI’s 5% in ten year dilution limit will apply; and
• On a change of control of the Company, any amounts accrued over the financial year up to the relevant date, and any amounts held within the Bonus Award
Pools, and any deferred shares would be distributed.
2004 PSP AWARDS VESTing in 2014
The 2004 PSP award, granted on 5 July 2011, will vest on 7 July 2014. The expected vesting percentage is as follows:
Metric
Performance Condition
NAV
(fully diluted triple net)
Total property return v IPD property
10% of this part of an award vests for compound NAV
growth of 7.5% p.a. increasing pro-rata to 100% of this part
of an award vesting for compound NAV growth of 15% p.a.
TPR
Total
Total property return v IPD property
10% of this part of an award vests for median ranking
increasing pro-rata to 100% of this part of an award
vesting for upper quartile or above performance
Threshold
Target
Stretch
Target
Actual
% Vesting
7.5%
15%
10.33%
28.51%
Median 7.2% Upper quartile 8.3%
12.9%
33.33%
61.84%
Based on the above and given that net value per share (having added back dividends) increased over the three year performance period, details of the shares
under award and the expected value at vesting is as follows:
Number of
shares at grant
Number of shares
expected to lapse
Number of shares
expected to vest
Estimated value
at vesting1 (£'000)
Executive directors
Michael Slade
Tim Murphy
Gerald Kaye
Matthew Bonning-Snook
Jack Pitman
Duncan Walker
578,592
231,436
433,944
347,155
347,155
202,507
220,791
88,316
165,594
132,475
132,475
77,277
357,801
143,120
268,350
214,680
214,680
125,230
Non-executive director (NB Awards were origionally granted when Nigel McNair Scott was an executive director)
Nigel McNair Scott
387,656
147,930
239,726
1. The share price used to calculated the expected value at vesting was 359.60p, based on the average share price over the three months to 31 March 2014.
1,287
515
965
772
772
450
862
HELICAL BAR PLC REPORT & ACCOUNTS 2014 dirEctorS’ rEmunEration rEport continued
65
AUDiTED inFORmATiOn
The 2004 PSP numbers presented for the comparatives in the remuneration table above are based on the 2004 PSP awards granted on 13 July 2010 which
lapsed in full as a result of performance targets not being met. The three year performance period to 31 March 2013 showed that the net asset value per
share, calculated in accordance with the terms of the 2004 PSP, had increased by 1.6% p.a. During this three year period the total return of helical’s property
portfolio, as determined by IPD, was 5.6% compared to the median of the IPD Benchmark which showed a return of 6.2%. Therefore, no shares could vest as
the performance of the property portfolio was below that of the IPD median benchmark.
2004 PSP AWARDS gRAnTED in THE YEAR*
The following awards under the terms of the 2004 PSP were made in the year:
Individual
Michael Slade
Tim Murphy
Gerald Kaye
Date of Grant
Basis of Award
24 June 2013
300% of salary
24 June 2013
300% of salary
24 June 2013
300% of salary
Matthew Bonning-Snook
24 June 2013
300% of salary
Jack Pitman
Duncan Walker
24 June 2013
300% of salary
24 June 2013
300% of salary
* structured as conditional awards
Face Value
£000
Vesting at
threshold
Vesting at
Maximum
1,500
750
1,159
927
927
750
10%
10%
10%
10%
10%
10%
100%
100%
100%
100%
100%
100%
Performance Period
3 years to 31 March 2016
3 years to 31 March 2016
3 years to 31 March 2016
3 years to 31 March 2016
3 years to 31 March 2016
3 years to 31 March 2016
The total number of awards made to directors under the terms of the 2004 PSP which have not yet vested are as follows:
Director
Michael Slade
Tim Murphy
Gerald Kaye
Matthew Bonning-Snook
Jack Pitman
Duncan Walker
Nigel McNair Scott
Shares awarded
5.7.11 at
259.25p
Shares awarded
31.5.12 at
167.50p
Shares awarded
24.06.13 at
243.75p
Total shares
awarded
578,592
231,436
433,944
347,155
347,155
202,507
387,656
895,522
376,119
671,641
537,313
537,313
447,761
420,895
615,384
2,089,498
307,692
915,247
475,384
1,580,969
380,307
380,307
307,692
-
1,264,775
1,264,775
957,960
808,551
It is currently expected that 62% of the shares awarded on 5 July 2011, 85% of the shares awarded on 31 May 2012 and 94% of the shares awarded on 24
June 2013 will vest.
HEliCAl BAR 2002 APPROVED SHARE inCEnTiVE PlAn
Under the terms of this Plan employees of the Group have previously been given up to £3,000 of free shares in any tax year. Participants in the Plan have
been able to purchase additional shares up to a value of £1,500 which are matched in a ratio of 2:1 by the Group. Provided participants remain employed by
the Group for a minimum of three years they will retain the free and matching shares. In line with changes to the legislation governing such schemes the
Committee has agreed to increase future annual awards of free shares to £3,600 and to allow participants to purchase additional shares up to a value of
£1,800, to be matched in a ratio of 2:1 by the Company.
Shares allocated to, or purchased on behalf of, the directors under the rules of the Plan were as follows:
Michael Slade
Tim Murphy
Gerald Kaye
Matthew Bonning-Snook
Jack Pitman
Duncan Walker
Shares held by the Trustees of the Plan at 31 March 2014 were 443,588 (2013: 474,624).
18 June 2013
£
7 January 2014
£
2,255
2,256
2,255
2,252
2,256
2,138
1,434
1,434
1,433
1,426
1,434
1,136
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeGOVERNANCE 66 dirEctorS’ rEmunEration rEport continued
TOTAl SHAREHOlDER RETURn
The total shareholder return for a holding in the Group’s shares in the five years to 31 March 2014 compared to a holding in the FTSE 350 Super-sector Real
Estate Index is shown below. This index has been chosen because it includes the majority of listed real estate companies.
Total shareholder return
Source: Thompson Reuters
300
250
200
150
100
50
)
d
e
s
a
b
e
R
(
n
r
u
t
e
R
l
r
e
d
o
h
e
r
a
h
S
l
a
t
o
T
0
Mar 09
Mar 10
Mar 11
Mar 12
Mar 13
Mar 14
helical Bar
FTSE 350 Super-sector Real Estate Index
This graph shows the value, by 31 March 2014, of £100 invested in helical Bar on 31 March
2009, compared with the value of £100 invested in the FTSE 350 Supersector Real Estate Index.
remuneration of the Chief executive
The table below presents single figure remuneration for the Chief Executive over the past five years, together with past annual bonus payouts and relevant
2004 PSP and Share Option vestings.
Year ended
31 March 2014
31 March 2013
31 March 2012
31 March 2011
31 March 2010
Name
Michael Slade
Michael Slade
Michael Slade
Michael Slade
Michael Slade
Total
Remuneration
£000
Annual Bonus
£000
(% of max payout)
2004 PSP
£000
(% of max
vesting)
3,343
1,523
541
538
527
1,500 (100%)
1,287 (62%)
973 (65%)
- (-%)
- (-%)
- (-%)
- (-%)
- (-%)
- (-%)
- (-%)
Percentage increases in Chief Executive remuneration
2013
£000’s
2014
£000’s
Changes
%
Chief Executive
Salary
Benefits
Bonus
Average employee
Salary
Benefits
Bonuses
Relative importance of the spend on pay
Staff costs
Distributions to shareholders
Net asset value of the Group
500
50
973
63
3
13
2013
£000’s
10,163
6,134
253,768
511
45
1,500
66
3
25
2014
£000’s
17,424
6,660
340,527
2
(10)
54
5
-
92
Changes
%
71.4
8.6
34.2
HELICAL BAR PLC REPORT & ACCOUNTS 2014
dirEctorS’ rEmunEration rEport continued
67
AUDiTED inFORmATiOn
STATEmEnT OF DiRECTORS’ SHAREHOlDingS
Legally
owned
31.3.13
Legally
owned
31.3.14
PSP
awards
unvested
Deferred
shares
All-employee
restricted
All-employee
Unrestricted
Total
31.3.14
Executive Directors
Michael Slade
Tim Murphy
Gerald Kaye
12,999,738
12,849,738
2,089,498
95,520
95,520
915,247
1,502,871
1,252,871
1,580,969
Matthew Bonning-Snook
252,929
162,929
1,264,775
Jack Pitman
Duncan Walker
non-Executive Directors
407,707
132,707
1,264,775
-
-
957,960
Nigel McNair Scott
2,691,375
2,722,556
808,551
Andrew Gulliford
Richard Gillingwater
Richard Grant
Michael O’Donnell
14,328
-
15,000
62,000
14,328
11,500
15,000
62,000
-
-
-
-
-
6,731
90,282
90,282
29,738
29,738
-
-
-
-
-
17,714
17,715
17,712
17,673
17,715
16,131
-
-
-
-
-
18,595
12,886,047
18,595
138,561
18,557
1,379,422
18,189
18,595
3,074
289,073
198,755
48,943
-
-
-
-
-
2,722,556
14,328
11,500
15,000
62,000
There have been no changes in the interests of any Director between 31 March 2014 and the date of this report.
shareholder voting at the last agM
At the 2013 AGM the Directors’ Remuneration Report received the following votes from shareholders:
For
Against
Total votes cast (for and against)
Votes withheld
Total votes cast (including withheld votes)
Total number
of votes
86,151,196
8,165,120
94,316,316
880,621
95,196,937
% of salary
held under
shareholding
guideline
(200% of
salary)
%
>200
<200
>200
>200
>200
<200
-
-
-
-
-
% of
votes cast
91%
9%
100%
-
-
SHARE OPTiOnS
The helical Bar 2010 Approved Share Option Scheme is an Inland Revenue approved scheme. Under the terms of this scheme options up to a maximum
value of £30,000 per individual may be granted.
SHARE PRiCE
The market price of the ordinary shares at 31 March 2014 was 373.75p (2013: 236.75p). This market price varied between 234.76p and 383.50p during the
year.
Andrew gulliford
Chairman of the Remuneration Committee
19 June 2014
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeGOVERNANCE 68 RePoRt oF the aUdIt CoMMIttee
THE AUDiT COmmiTTEE
The Audit Committee is chaired by Richard Grant and the other members of the
Committee are Richard Gillingwater, Andrew Gulliford and Michael O’Donnell.
Further details of these directors may be found on page 50. None of the
Committee members have any personal or financial interest in the matters to be
decided (other than as shareholders), potential conflicts of interest arising from
cross-directorships, or any day-to-day involvement in running the business.
The Committee endorses the principles set out in the FRC Guidance on
Audit Committees. The Board has formal and transparent arrangements for
considering how it applies the Group’s financial reporting and internal control
principles and for maintaining an appropriate relationship with its auditors.
Whilst all directors have a duty to act in the interests of the Group the
Committee has a particular role, acting independently from the executive, to
ensure that the interests of shareholders are properly protected in relation to
financial reporting and internal control. Appointments to the Committee are
made by the Board on the recommendation of the Nominations Committee
in consultation with the Audit Committee Chairman.
The terms of reference of the Audit Committee, which were reviewed and
updated during the year, are available by request and are included on the
Group’s website at www.helical.co.uk.
The business model and strategy of the Group are discussed in the Strategic
Report on pages 20 to 47.
THE WORK OF THE AUDiT COmmiTTEE in THE YEAR
The Committee met three times during the year and a record of attendance
at these meetings is shown on page 52. It is common practice at helical for
Audit Committee meetings to be attended by all Board members who are
available, whether or not they are members of the Committee so that their
contribution to the matters discussed may be obtained.
In conjunction with the Board, the Audit Committee reviewed the following
matters during the year:
• Review of risk and internal controls;
• Recommendation to the Board for the payment of dividends;
• The financial statements of the Group and the announcement of the
annual results to 31 March 2013 and the interim statement on the half
year results to 30 September 2013;
• The re-appointment of the Group’s external auditor; and
• The external auditors’ independence and the provision of non-audit
services by the external auditor.
The Audit Committee met the external auditor on two occasions to discuss
matters arising from the annual and interim audits.
Other matters formally reviewed and discussed by the Committee during the
year included:
• The Group’s compliance with the Bribery Act 2010 and a review of its
anti-bribery policy and procedures;
• Review of the Group’s whistleblowing policy, noting that no issues had
been raised under these procedures by any member of staff during the
year under review;
• Review of the Group’s policies on equal opportunities and diversity;
• Review of the Group’s share dealing policy;
• Review of the Group’s signing authority policy;
• Review of the Group’s charitable donations policy;
• Review of the Group’s environmental management systems;
• Review of the Group’s need for an internal audit function;
• Review of IT risk and business continuity planning; and
• Review of the Group’s health and Safety policy.
Audit Committee requested that the external auditor assess whether
complex transactions have been accounted for appropriately and report
back to the Committee and that the external auditor meet with the Chair of
the Remuneration Committee to talk through the Annual Bonus Scheme
calculations once the calculation had been reviewed in light of the approved
scheme rules. This was carried out satisfactorily.
• The Audit Committee also discussed the significant accounting
judgements and estimates as noted in Note 36 of the financial
statements. This involved the circulation of the paper prepared by
Management and a discussion amongst the Committee of any issues that
required clarification, also consulting with the external auditor for their
opinion. The Committee concluded that the judgements and estimates
made by management were reasonable, based on the information
available and in line with the Group’s accounting policies.
• The Committee reviewed the investment property valuations as provided
by the external valuer and discussed the reasonableness of the director’s
stock surplus. The former utilises market knowledge of one of the
Non-Executive directors who reviews the external valuations for
reasonableness based on this knowledge. The latter is based on
discussions with the Executive directors and a review of the stock surplus
by the external valuer. The Audit Committee considers the property
valuations to be reasonable.
• The Audit Committee discussed the key sales and purchases during the
year with the external auditor in order to assess key transactions that
feature in the financial statements. The external auditor reported to the
Committee in their management report and the highlights were discussed
both at the half year and full year.
EFFECTiVEnESS OF THE ExTERnAl AUDiTOR
During the year, the Audit Committee reviewed Grant Thornton UK LLP’s
fees, effectiveness and whether the agreed audit plan had been fulfilled and
the reasons for any variation from the plan. The Audit Committee also
considered its robustness and the degree to which Grant Thornton UK LLP
was able to assess key accounting and audit judgements and the content of
the management report issued by the external auditor. This was performed
through meeting with the external auditor and discussing the issues they had
addressed. The Audit Committee concluded that both the audit and the audit
process were effective.
AUDiT inDEPEnDEnCE
A policy of reviewing audit independence has been adopted whereby
non-audit services undertaken by the auditor are approved prior to work being
carried out. The Audit Committee considers the external auditor to be
independent and has satisfied itself of the effectiveness of the external auditor.
The Group’s policy on awarding non-audit work to its auditor is designed to
ensure that the Group receives the most appropriate advice without
compromising the independence of the auditor. Whilst no fee caps or limits
have been set by the Committee, the level of fees would be a factor in
considering whether the auditor’s independence could be affected by the
award of non-audit work. In the year to 31 March 2014, certain fees (as
shown in note 7 on page 83) were paid to the auditors for non-audit work.
AnnUAl gEnERAl mEETing
At the Annual General Meeting to be held on 25 July 2014 the following
resolutions relating to the auditor are being proposed:
• The re-appointment of Grant Thornton UK LLP as Independent Auditor; and
• To authorise the Directors to set the remuneration of the Independent
Auditor.
I hope that shareholders will support the Committee and vote in favour
of these resolutions.
The audit issues considered by the Audit Committee during the year include
the following:
• A discussion of the accounting treatment of complex transactions, including
both investment and development properties, and the reasonableness of the
Annual Bonus Scheme calculations. In order to address these issues, the
Richard grant
Chairman of the Audit Committee
19 June 2014
HELICAL BAR PLC REPORT & ACCOUNTS 2014 RePoRt oF the dIReCtoRs
69
STRATEgiC REPORT
A review of the Company’s business during the year, the principal risks and
uncertainties facing the Group and future prospects and developments are
included in the Chairman’s statement on page 15, the Chief Executive’s
statement on page 16, the strategic report on pages 20 to 47 and the
Principal Risks report on pages 42 to 44, which should be read in
conjunction with this report.
DiRECTORS’ inTERESTS
The directors who held office during the year and up to the date of this report
are listed below:
RESUlTS AnD DiViDEnDS
The results for the year are set out in the consolidated income statement on
page 76 and consolidated statement of comprehensive income on page 76.
An interim dividend of 2.00p (2013: 1.85p) was paid on 27 December 2013
to shareholders on the shareholder register on 6 December 2013. A final
dividend of 4.75p (2013: 3.70p) per share is recommended for approval at
the Annual General Meeting (“AGM”) to be held on 25 July 2014. The total
ordinary dividend paid in the year of 5.70p (2013: 5.25p) per share amounts
to £6,660,000 (2013: £6,134,000).
Age
Date of appointment
Title
Chairman
Nigel McNair Scott
Executive directors
Michael Slade
Tim Murphy
Gerald Kaye
Matthew Bonning-Snook
Jack Pitman
Duncan Walker
non-executive directors
Richard Gillingwater
Richard Grant
Andrew Gulliford
Michael O’Donnell
68
67
54
56
46
45
35
57
60
67
47
December 1985
Chairman
August 1984
July 2012
September 1994
August 2007
August 2007
June 2011
July 2012
July 2012
March 2006
June 2011
Chief Executive
Finance director
Executive director
Executive director
Executive director
Executive director
Non-executive director
Non-executive director
Non-executive director
Non-executive director
Details of the directors’ interests in the ordinary shares of the Company are shown on page 67.
Biographical details of all directors are shown on page 50. All the directors currently serving will offer themselves for re-election at the AGM to be held on 25 July
2014. Details of directors’ remuneration and their interests in share awards are set out in the Directors’ Remuneration Report on pages 55 to 67.
CORPORATE gOVERnAnCE
The Group’s corporate governance policies, compliance with the UK Corporate
Governance Code and Going Concern statement are set out on pages 51 to 53.
DiRECTORS’ COnFliCT OF inTEREST
Under the Companies Act 2006 (the “Act”), Directors are subject to a
statutory duty to avoid a situation where they have, or can have, a direct or
indirect interest that conflicts, or may possibly conflict, with the interests of
the Company. As is permissible under the Act, the Company’s Articles of
Association allow the Board to consider, and if it sees fit, to authorise
situations where a Director has an interest that conflicts, or may possibly
conflict, with the interests of the Company. Directors are required to notify
the Company of any conflict or potential conflict of interest and the Board
confirms that no such conflicts have been notified to the Company during
the year under review.
DiRECTORS’ liABiliTY inSURAnCE AnD inDEmniTY
The Company maintains Directors and Officers Liability Insurance. To the
extent permitted by UK Law, the Company also indemnifies the directors
against claims made against them as a consequence of the execution of
their duties as directors of the Company.
CHARiTABlE AnD POliTiCAl DOnATiOnS
The Company continues to support charitable causes and in the year to
31 March 2014, made charitable donations of £17,400. Further details
are provided in the Corporate Responsibility Report on pages 45 to 47.
The Company’s policy with regard to political donations is to ensure that
shareholder approval is sought before making any such payments. No
shareholder approval has been sought and, accordingly, the Company
made no political donations in the year to 31 March 2014.
FinAnCiAl inSTRUmEnTS
The information required in respect of financial instruments, as required
by Schedule 7 of the Large and Medium Sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013 is shown in note
35 on pages 98 to 101.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeGOVERNANCE 70 rEport oF tHE dirEctorS continued
CHAngE OF COnTROl
Certain agreements between the Company or its subsidiaries and entities
including lending banks, joint venture partners and development partners
contain termination rights to take effect in the event of a change of control
of the Group. Given the commercial sensitivity of these agreements, the
directors do not intend to disclose specific details.
The Company’s Employee Share Incentive Plan contains provisions relating
to the vesting and exercise of options in the event of a change of control of
the Company.
Further to the issue on 24 June 2013 of £80 million 6.00% bonds due in
2020 (the “Bonds”), upon a change of control event as defined by the terms
and conditions of the Bonds, the bondholders will have the option to require
the Company to redeem or, at the Company’s option, purchase the Bonds at
their nominal amount together with accrued interest.
There are no agreements between the Company and Directors or employees
providing for the compensation for loss of office of employment as a result
of a takeover bid.
EmPlOYmEnT AnD EnViROnmEnTAl mATTERS
Information in respect of the Group’s employment and environmental matters
and greenhouse gas reporting is contained in the Corporate Responsibility
Report on pages 45 to 47.
POST BAlAnCE SHEET EVEnTS
Information relating to post balance sheet events can be found in note 36 to
the Financial Statements on page 101.
gROUP STRUCTURE
Details of the Group’s principal subsidiary undertakings are disclosed in note
18 to the Financial Statements on pages 88 to 89.
SHARE CAPiTAl
Details of the Company’s issued share capital are shown in note 27 to the
Financial Statements on page 95. The Company’s share capital consists of
both ordinary shares and deferred shares. Each class of shares rank pari
passu between themselves. There are no restrictions on the transfer of
shares in the Company other than those specified by law or regulation (for
example: insider trading laws) and pursuant to the Listing Rules of the
Financial Conduct Authority whereby certain employees of the Group require
the approval of the Company to deal in the ordinary shares. On a show of
hands at a general meeting of the Company, every holder of ordinary shares
present in person and entitled to vote shall have one vote and on a poll every
member present in person or by proxy and entitled to vote shall have one
vote for every ordinary share held. The notice of the 2014 Annual General
Meeting (AGM) specifies deadlines for exercising voting rights and
appointing a proxy or proxies to vote in relation to resolutions to be passed at
the meeting. There are no restrictions on voting rights other than as specified
by the Company’s Articles of Association.
SUBSTAnTiAl SHAREHOlDingS
As at 30 May 2014, the shareholders listed below had notified the Company
of a disclosable interest of 3% or more in the nominal value of the ordinary
share capital of the Group:
Aberdeen Group
Michael Slade
Baillie Gifford & Co.
JP Morgan Chase & Co
Investec Group
Black Rock Inc.
Old Mutual
Dimensional Fund Advisors
Number of
ordinary shares
at 30 May 2014
14,478,848
12,886,047
8,399,901
7,328,625
5,626,517
4,926,869
4,536,120
4,288,853
%
12.26
10.91
7.11
6.20
4.76
4.17
3.84
3.63
AmEnDmEnT OF ARTiClES OF ASSOCiATiOn
The Company’s Articles of Association can be amended only by a special
resolution of the members, requiring a majority of not less than 75% of such
members voting in person or by proxy.
AnnUAl gEnERAl mEETing
The Annual General Meeting of the Company will be held on 25 July 2014
at 11.30 a.m. at The Connaught, Carlos Place, Mayfair, London W1K 2AL.
The special business at the 2014 AGM will include resolutions dealing with
the authority to issue shares, the disapplication of pre-emption rights, the
authority for the Company to purchase its own shares, the authority to call
general meetings on not less than 14 clear days’ notice and the approval of
the 2014 PSP. The notice of meeting, containing explanations of all the
resolutions to be proposed at that meeting, is enclosed with this Annual
Report and can be found on the Group’s website at www.helical.co.uk.
AUDiTORS
The Group’s auditors, Grant Thornton UK LLP, have expressed their
willingness to continue in office and resolutions to reappoint them and to
authorise the directors to determine their remuneration will be proposed at
the AGM.
DiSClOSURE OF inFORmATiOn TO AUDiTORS
The directors who held office at the date of approval of this Directors’ report
confirm that, so far as they are aware, there is no relevant audit information
of which the Company’s auditors are unaware, and each director has taken
all the steps that he ought to have taken as a director to make himself aware
of any relevant information and to establish that the Company’s auditors are
aware of that information.
PURCHASE OF OWn SHARES
The Company was granted authority at the 2013 Annual General Meeting to
make market purchases of its own ordinary shares. No ordinary shares were
purchased under this authority during the year and up to the date of this
report. The authority will expire at the conclusion of the 2014 AGM, at which
a resolution will be proposed to renew this authority.
By order of the Board
Heather Williams FCiS
Company Secretary
19 June 2014
HELICAL BAR PLC REPORT & ACCOUNTS 2014 stateMeNt oF dIReCtoRs’ ResP oNsIBILItIes
71
The directors are responsible for preparing the Annual Report, the
Remuneration Report and the financial statements in accordance with
applicable law and regulations.
The directors consider that the annual report and the financial statements,
taken as a whole, provide the information necessary to assess the
Company’s performance, business model and strategy and is fair, balanced
and understandable.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have to prepare financial
statements in accordance with International Financial Reporting Standards
as adopted by the European Union (IFRSs).
Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and Company and of the profit or loss of the Group and
Company for that period.
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the group and the undertakings
included in the consolidation taken as a whole; and,
• the annual report, including the strategic report, includes a fair review of
the development and performance of the business and the position of the
Group and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and uncertainties
that they face.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Group’s website.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
In preparing these financial statements, the directors are required to:
On behalf of the Board
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable IFRSs have been followed, subject to any
michael Slade
Chief Executive
Tim murphy
Finance Director
material departures disclosed and explained in the financial statements;
19 June 2014
• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that
are sufficient to show and explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements and Remuneration
Report comply with the Companies Act 2006 and article 4 of the IAS
Regulations. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeGOVERNANCE
72
RePo Rt oF INdePeNdeN t aUdItoR
inDEPEnDEnT AUDiTOR’S REPORT TO THE mEmBERS
OF HEliCAl BAR PlC
We have audited the financial statements of helical Bar plc (“the Group”) for
the year ended 31 March 2014 which comprise the Consolidated Income
Statement, Consolidated Statement of Comprehensive Income, Consolidated
and Company Balance Sheets, the Consolidated and Company Cash Flow
Statements, the Consolidated and Company Statements of Changes in
Equity and the related notes 1 to 37. The financial reporting framework that
has been applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European Union
and, as regards the parent company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
This report is made solely to the company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the company and
the company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
RESPECTiVE RESPOnSiBiliTiES OF DiRECTORS AnD
AUDiTOR
As explained more fully in the Statement of Directors’ Responsibilities set
out on page 71, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view. Our responsibility is to audit and express an opinion on the financial
statements in accordance with applicable law and International Standards on
Auditing (UK and Ireland). Those standards require us to comply with the
Auditing Practices Board’s Ethical Standards for Auditors.
scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the
Financial Reporting Council’s website at www.frc.org.uk/apb/scope/private.cfm.
AUDiTOR COmmEnTARY
an overview of the scope of our audit
The Group is organised into two segments: investment and trading properties,
and development properties. The Group financial statements are a consolidation
of their reporting units which consist of its subsidiary undertakings and nine joint
venture arrangements (significant subsidiary undertakings are listed in note 18
and joint ventures in note 19 of the financial statements) comprising the Group’s
operating businesses within these segments.
In establishing the overall approach to the Group audit, we determined the
type of work that needed to be performed on the operating businesses by
us, as the Group engagement team, or component auditors operating under
our instruction. Our audit approach included a full audit of the financial
statements of the parent company, helical Bar plc, and the financial
information of its subsidiary undertakings incorporated in the United
Kingdom and Channel Islands and seven of the joint venture arrangements,
due to the size or risk characteristics of those entities. In addition, specific
audit procedures were performed on certain balances and transactions of
the Group’s subsidiary undertakings in Poland and two of the joint venture
arrangements, based on our assessment of the risk of material misstatement
of the Group financial statements. Where the work was performed by
component auditors, we determined the level of involvement we needed to
have in the audit work at those operating businesses to be able to conclude
whether sufficient appropriate audit evidence had been obtained as a basis
for our opinion on the Group financial statements as a whole.
The subsidiary undertakings and joint venture arrangements subject to a full
scope audit represent 96% of the Group’s net assets at the balance sheet
date, 98% of the Group’s revenue for the year and 94% of the Group’s profit
before tax for the year.
We evaluated controls over key financial systems identified as part of our risk
assessment, reviewed the accounts production and consolidation processes
and addressed critical accounting matters. We undertook substantive testing
on significant transactions, balances and disclosures, the extent of which
was based on various factors such as our overall assessment of the control
environment, the effectiveness of controls over individual systems and the
management of specific risks.
our application of materiality
We apply the concept of materiality in planning and performing our audit, in
evaluating the effect of any identified misstatements and in forming our opinion.
For the purpose of determining whether the financial statements are free from
material misstatement we define materiality as the magnitude of a misstatement
or an omission from the financial statements or related disclosures that would
make it probable that the judgement of a reasonable person relying on the
information would have been changed or influenced by the misstatement or
omission. For the group audit, we established materiality for the financial
statements as a whole to be £3,405,000, which is 1% of net assets. Net asset
value and similar measures are used by investors and analysts to assess the
performance of the Group and we therefore consider net assets to be most
appropriate measure on which to base our materiality. For the financial
information of the individual subsidiary undertakings and the joint venture
arrangements, we set our materiality based on a proportion of group materiality
appropriate to the relative scale of each of the operating businesses.
We determined the threshold at which we would communicate
misstatements to the Audit Committee to be £157,300. In addition, we
communicated misstatements below that threshold that, in our view, warrant
reporting on qualitative grounds.
HELICAL BAR PLC REPORT & ACCOUNTS 2014 rEport oF indEpEndEnt auditor continued
73
our assessment of risk
Without modifying our opinion, we highlight the following matters that are, in
our judgement, likely to be most important to users’ understanding of our audit.
Our audit procedures relating to these matters were designed in the context of
our audit of the financial statements as a whole, and not to express an opinion
on individual transactions, account balances or disclosures.
recognition of revenue
The Group enters into development contracts under which the recognition of
revenue often involves management judgement in applying IFRIC 15 or is
determined by complex criteria, such as staged recognition of revenue upon
completion of specified contractual obligations. In addition, auditing
standards prescribe a presumed risk of fraud in revenue recognition in that
revenue may be misstated through improper recognition. We have therefore
identified revenue recognition as a significant risk requiring special audit
consideration.
Our audit work included, but was not restricted to, an evaluation of the
Group’s revenue recognition policies and their application to key
development contracts, agreeing property sales proceeds to completion
statements and bank receipts, and analytically reviewing rental income.
The revenue recognition policy of the Group is set out on page 102. Rental
income is disclosed in note 3 and development property income in note 4 to
the financial statements.
Valuation of investment property
The Group holds investment property for long-term rental income and capital
appreciation which is required to be revalued annually to fair value in
accordance with IAS 40 ‘Investment Property’. The fair values of significant
investment properties are determined by professionally qualified external
valuers. These valuations involve a number of estimates and assumptions,
some of which derive from information provided by management and can be
highly judgemental. We therefore identified the valuation of investment
properties as an area requiring particular audit attention.
Our audit work included, but was not restricted to, obtaining an
understanding of the approach to, and controls over, the valuation of
investment property; discussing and challenging the estimates, assumptions
and valuation methodology with the external valuer; considering the accuracy
of prior period valuations in the context of subsequent sales; and assessing
the appropriate accounting treatment of complex transactions. We have
assessed the independence and credentials of the external valuer and
evaluated the adequacy of the valuer’s work in respect of our audit.
employee remuneration – bonus and performance share plan
The Group operates three directors’ remuneration bonus and performance
share plans being the Executive Bonus Plan 2011, the helical Bar Annual
Bonus Scheme 2012 and the Performance Share Plan. Determining the
charge in respect of each scheme involves complex calculations and
elements of management judgement and we have therefore identified this as
an area requiring particular audit attention.
Our audit work included, but was not restricted to, confirming that the
calculation methodology accords with the scheme rules, that management
judgements are reasonable and that matters requiring the approval of the
Remuneration Committee have been approved. Our work focused on
obtaining supporting documentation and challenging management’s
assumptions related to the judgements for the surplus of the development
stock above cost and assessing the forecasted net asset value growth of the
Group over the three year vesting period of the Performance Share Plan
options and future bonus cap based on our knowledge of the Group.
Details of bonuses and Performance Share Plan charges in respect of the
directors are shown in Note 8 to the financial statements.
Management override of controls
Under ISAs (UK & Ireland), we are required to consider the risk of
management override of financial controls and, due to the unpredictable
nature of this risk, we are required to assess it as a significant risk requiring
special audit consideration.
Our audit work included, but was not restricted to, specific procedures
relating to this risk that are required by ISA 240 ‘The Auditors
Responsibilities relating to Fraud in an Audit of Financial Statements’. This
included tests of journal entries, the evaluation of judgements and
assumptions in management’s estimates and tests of significant transactions
outside the normal course of business.
In particular, our work on revenue recognition, the valuation of investment
properties and bonus and performance share plans address key aspects of
ISA 240.
OPiniOn On FinAnCiAl STATEmEnTS
In our opinion:
• 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 March 2014 and of the
Group’s profit for the year then ended;
The Group’s accounting policy on investment properties is set out in note 37 and
the disclosures in respect of investment properties are included in note 15.
• the Group financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union;
• the Company financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union and as applied
in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006 and, as regards the Group
financial statements, Article 4 of the IAS Regulation.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeGOVERNANCE 74 rEport oF indEpEndEnt auditor continued
OTHER REPORTing RESPOnSiBiliTiES
opinion on other matters prescribed by the Companies act 2006
In our opinion:
• the part of the Directors’ Remuneration Report to be audited has been
properly prepared in accordance with the Companies Act 2006;
• the information given in the Strategic Report and Directors’ Report for the
financial year for which the financial statements are prepared is consistent
with the financial statements; and
• the information given in the Corporate Governance Statement set out on
pages 51 to 53 with respect to internal control and risk management
systems in relation to financial reporting processes and about share
capital structures is consistent with the financial statements.
mATTERS On WHiCH WE ARE REQUiRED TO REPORT
BY ExCEPTiOn
We have nothing to report in respect of the following:
Under the ISAs (UK and Ireland), we are required to report to you if, in our
opinion, information in the annual report is:
• materially inconsistent with the information in the audited financial
statements; or
• apparently materially incorrect based on, or materially inconsistent with,
our knowledge of the Group acquired in the course of performing our
audit; or
• otherwise misleading.
In particular, we are required to consider whether we have identified any
inconsistencies between our knowledge acquired during the audit and the
directors’ statement that they consider the annual report is fair, balanced and
understandable and whether the annual report appropriately discloses those
matters that were communicated to the Audit Committee which we consider
should have been disclosed.
Under the Companies Act 2006 we are required to report to you if, in our
opinion:
• adequate accounting records have not been kept by the parent company,
or returns adequate for our audit have not been received from branches
not visited by us; or
• the parent company financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not
made; or
• we have not received all the information and explanations we require for
our audit ; or
• a Corporate Governance Statement has not been prepared by the
company.
Under the Listing Rules, we are required to review:
• the directors’ statement, set out on page 53, in relation to going concern;
• the part of the Corporate Governance Statement relating to the
Company’s compliance with the nine provisions of the UK Corporate
Governance Code specified for our review.
Charles Hutton-Potts
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
19 June 2014
HELICAL BAR PLC REPORT & ACCOUNTS 2014
consolidated income statement
consolidated statement of comprehensive income
consolidated and company balance sheets
consolidated and company cash flow statements
consolidated and company statements of changes in equity
notes to the financial statements
76
76
77
78
79
80
75
DEvELOPm ENT
CREECHURCH PlACE
LONDON EC1
273,000 sQ Ft
CONSTRUCTION
COMMENCED ON
273,000 SQ FT OFFICE
DEVELOPMENT
COMPLETION DUE
SEPTEMBER 2016
FINANCIAL STATEmENTS
heLICaL BaR PLC report & accounts 2014
INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements 76 CoNsoLI dated INCoM e stateMeNt
FoR the yeaR eNded 31 MaRCh 2014
Revenue
Net rental income
Development property profit
Trading property gain/(loss)
Share of results of joint ventures
Other operating income/(expense)
gross profit before net gain on sale and revaluation of investment properties
Net gain on sale and revaluation of investment properties
Impairment of available for sale assets
gross profit
Administrative expenses
Operating profit
Finance costs
Finance income
Change in fair value of derivative financial instruments
Foreign exchange (losses)/gains
Profit before tax
Taxation on profit on ordinary activities
Profit after tax
- attributable to equity shareholders
- attributable to non-controlling interests
Profit for the year
Basic earnings per share
Diluted earnings per share
Year ended
31.3.14
£000
123,637
24,402
62,825
252
16,448
230
104,157
29,325
(88)
133,394
(26,676)
106,718
(13,983)
4,135
5,312
(501)
101,681
(14,126)
87,555
87,603
(48)
87,555
75.0p
73.2p
Year ended
31.3.13
£000
65,439
19,578
6,956
(1)
3,854
(547)
29,840
1,335
-
31,175
(14,920)
16,255
(9,577)
887
(2,573)
17
5,009
815
5,824
5,867
(43)
5,824
5.0p
5.0p
Note
2
3
4
5
19
6
21
7
9
9
35
10
14
14
CoNsoLIdated stateMeNt oF CoMPRehe NsIve INCoMe
FoR the yeaR eNded 31 MaRCh 2014
Profit for the year
Other comprehensive income
Impairment of available-for-sale investments
Exchange difference on retranslation of net investments in foreign operations
Total comprehensive income for the year
- attributable to equity shareholders
- attributable to non-controlling interests
Total comprehensive income for the year
Both of the items in ‘Other Comprehensive Income’ will be reclassified to the Income Statement in the future.
Note
21
Year ended
31.3.14
£000
Year ended
31.3.13
£000
87,555
5,824
(936)
51
86,670
86,718
(48)
86,670
(1,304)
(212)
4,308
4,351
(43)
4,308
HELICAL BAR PLC REPORT & ACCOUNTS 2014 CoNsoLI dated aNd CoMPaNy BaLaNCe sheets
as at 31 MaRCh 2014
77
non-current assets
Investment properties
Owner occupied property, plant and equipment
Investment in subsidiaries
Investment in joint ventures
Derivative financial instruments
Trade and other receivables
Deferred tax asset
Total non-current assets
Current assets
Land, developments and trading properties
Available-for-sale investments
Trade and other receivables
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Corporate tax payable
Borrowings
non-current liabilities
Trade and other payables
Borrowings
Derivative financial instruments
Total liabilities
net assets
Equity
Called-up share capital
Share premium account
Revaluation reserve
Capital redemption reserve
Other reserves
Retained earnings
Own shares held
group
31.3.14
£000
Group
31.3.13
£000
Company
31.3.14
£000
Company
31.3.13
£000
Note
15
17
18
19
35
22
11
20
21
22
23
24
25
24
25
35
493,201
1,050
-
62,980
1,867
7,673
8,458
575,229
98,160
4,973
33,337
63,237
199,707
774,936
312,026
1,153
-
949
-
980
-
36,584
36,945
49,890
146
6,325
10,381
379,921
92,874
5,997
38,017
36,863
173,751
553,672
15
315
-
749
15
52
-
577
38,612
38,569
-
-
491,437
30,376
521,813
560,425
-
-
326,244
24,035
350,279
388,848
(49,230)
(34,929)
(235,578)
(153,580)
(5,370)
(1,275)
(55,875)
(70)
(39,295)
(74,294)
(2,908)
-
-
(6,848)
(238,486)
(160,428)
(2,150)
-
-
(374,811)
(220,446)
(82,399)
(1,573)
(378,534)
(434,409)
(5,164)
(225,610)
(299,904)
(192)
(82,591)
(321,077)
-
(4,457)
(1,027)
(5,484)
(165,912)
2
340,527
253,768
239,348
222,936
27
1,447
98,678
33,106
7,478
291
1,447
98,678
10,593
7,478
291
1,447
98,678
-
7,478
1,987
1,447
98,678
-
7,478
1,987
200,455
135,211
129,758
113,346
(950)
-
-
-
Equity attributable to equity holders of the parent company
340,505
253,698
239,348
222,936
Non-controlling interests
Total equity
22
70
-
-
340,527
253,768
239,348
222,936
The financial statements were approved by the Board of Directors on 19 June 2014.
michael Slade
Director
Tim murphy
Director
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements
78 CoNsoLIdated aNd CoMPaNy Cash FLoW stateMeNts
FoR the yeaR to 31 MaRCh 2014
Cash flows from operating activities
Profit/(loss) before tax
Depreciation
Revaluation gain on investment properties
(Gain)/loss on sales of investment properties
Net financing costs/(income)
Change in value of derivative financial instruments
Share based payment charge
Share of results of joint ventures
Impairment of available for sale assets
Foreign exchange movement
Other non-cash items
Cash inflow/(outflow) from operations before changes in working capital
Change in trade and other receivables
Change in land, developments and trading properties
Change in trade and other payables
Cash inflow/(outflow) generated from operations
Finance costs
Finance income
Tax (paid)/received
Cash flows from operating activities
Cash flows from investing activities
Purchase of investment property
Sale of investment property
Purchase of own shares
Cost of cancelling interest rate swap
Investment in subsidiaries
Investment in joint ventures
Return of investment in joint ventures
Dividends from joint ventures
Sale of plant and equipment
Purchase of leasehold improvements, plant and equipment
Net cash (used in)/generated from investing activities
Cash flows from financing activities
Borrowings drawn down
Borrowings repaid
Equity dividends paid
Net cash generated from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Exchange losses on cash and cash equivalents
Cash and cash equivalents at 1 April
Cash and cash equivalents at 31 march
group
31.3.14
£000
Group
31.3.13
£000
Company
31.3.14
£000
Company
31.3.13
£000
101,681
719
(20,714)
(8,611)
9,529
(5,312)
6,333
5,009
340
(3,723)
2,388
8,690
2,573
1,864
(16,448)
(3,854)
88
109
(10)
67,364
3,680
(11,306)
16,096
75,834
(17,645)
1,236
(6,903)
(23,312)
52,522
(199,944)
56,914
(950)
8
-
(650)
2,668
1,350
34
(646)
(141,216)
274,369
(152,636)
(6,660)
115,073
26,379
(5)
36,863
62,237
-
(211)
-
13,076
(21,470)
9,520
10,637
11,763
(13,104)
887
732
(11,485)
278
(5,141)
21,910
-
(1)
-
(6,622)
751
-
-
(242)
10,655
33,682
(37,001)
(6,134)
(9,453)
1,480
(28)
35,411
36,863
29,549
653
-
-
1,121
(1,098)
-
-
-
-
(10)
30,215
(165,193)
-
87,763
(47,215)
(6,087)
1,810
(6,903)
(11,180)
(58,395)
-
-
-
-
(287)
290
-
-
(1,565)
478
-
-
-
32
-
(1,052)
(1,571)
101
7,715
5,193
(951)
3,217
(1,886)
380
5,573
-
-
-
-
(150)
(6,622)
-
-
-
34
(646)
(762)
80,000
(7,842)
(6,660)
65,498
6,341
-
24,035
30,376
-
-
-
-
(163)
(6,785)
11,298
(6,240)
(6,134)
(1,076)
(2,288)
(32)
26,355
24,035
HELICAL BAR PLC REPORT & ACCOUNTS 2014 CoNsoLIdated aNd CoMPaNy stateMeNts
oF ChaNges IN eQUIty
FoR the yeaR to 31 MaRCh 2014
group
Share
capital
£000
Share
premium
£000
Revaluation
reserve
£000
Capital
redemption
reserve
£000
Other
reserves
£000
Retained
earnings
£000
Own
shares
held
Non-
controlling
interests
£000
At 31 March 2012
1,447
98,678
2,612
7,478
291
143,111
Total comprehensive income/
(expense)
Revaluation surplus
Realised on disposals
Performance share plan
Dividends paid
-
-
-
-
-
-
-
-
-
-
-
3,723
4,258
-
-
-
-
-
-
-
-
-
-
-
-
4,351
(3,723)
(4,258)
1,864
(6,134)
At 31 March 2013
1,447
98,678
10,593
7,478
291
135,211
Total comprehensive
income/(expense)
Revaluation surplus
Realised on disposals
Performance share plan
Share settled bonus
Purchase of own shares
Dividends paid
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,714
1,799
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
86,718
(20,714)
(1,799)
6,333
1,366
-
(950)
(6,660)
-
-
-
-
-
-
-
-
-
-
-
-
-
79
Total
£000
253,730
4,308
-
-
1,864
(6,134)
113
(43)
-
-
-
-
70
(48)
253,768
86,670
-
-
-
-
-
-
-
-
6,333
1,366
(950)
(6,660)
At 31 march 2014
1,447
98,678
33,106
7,478
291
200,455
(950)
22
340,527
For a breakdown of Total comprehensive income/expense, see the Consolidated Statement of Comprehensive Income on page 76.
Included within changes in equity are net transactions with owners of £89,000 (2013: £4,270,000) made up of: the performance share plan charge of
£6,333,000 (2013: £1,864,000), dividends paid of £6,660,000 (2013: £6,134,000), the purchase of own shares of £950,000 (2013: £nil) and the share
settled bonuses of £1,366,000 (2013: £nil).
The adjustment to retained earnings of £6,333,000 adds back the performance share plan charge (2013: £1,864,000), in accordance with IFRS 2 Share-
Based Payments.
Share
premium
£000
Revaluation
reserve
£000
Capital
redemption
reserve
£000
Other
reserves
£000
Retained
earnings
£000
Total
£000
Company
At 31 March 2012
Total comprehensive expense
Dividends paid
At 31 March 2013
Total comprehensive income
Dividends paid
At 31 march 2014
Share
capital
£000
1,447
-
-
98,678
-
-
1,447
98,678
-
-
-
-
1,447
98,678
-
-
-
-
-
-
-
7,478
1,987
122,789
232,379
-
-
-
-
(3,309)
(6,134)
(3,309)
(6,134)
7,478
1,987
113,346
222,936
-
-
-
-
23,072
23,072
(6,660)
(6,660)
7,478
1,987
129,758
239,348
Total comprehensive income is made up of the gain after tax of £23,072,000 (2013: loss £3,309,000).
Included within changes in equity are net transactions with owners of £6,660,000 (2013: £6,134,000) made up of dividends paid of £6,660,000 (2013:
£6,134,000).
notes:
Share capital - represents the nominal value of issued share capital.
Share premium - represents the excess of value of shares issued over their nominal value.
Revaluation reserve - represents the surplus/deficit of fair value of investment properties over their historic cost.
Capital redemption reserve - represents amounts paid to purchase issued shares for cancellation at their nominal value.
Retained earnings - represents the accumulated retained earnings of the Group.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements 80 Notes to the FINaNCIaL stateMeNts
1. BASiS OF PREPARATiOn
These financial statements have been prepared in accordance with applicable International Financial Reporting Standards (“IFRS”), including International
Financial Reporting Interpretations Committee (“IFRIC”) interpretations as adopted by the European Union.
The directors have taken advantage of the exemption offered by Section 408 of the Companies Act 2006 not to present a separate income statement for the
parent company.
The financial statements have been prepared in Sterling (rounded to the nearest thousand) under the historical cost convention as modified by the revaluation
of investment properties, available-for-sale investments and derivative financial instruments. The measurement bases and principal accounting policies of the
Group are set out in note 36. These accounting policies are consistent with those applied in the year to 31 March 2013, as amended to reflect any new
Standards, Amendments to Standards and interpretations which are mandatory for the year ended 31 March 2014.
IAS 1 (amended): Presentation of items of other comprehensive income (effective 1 July 2012);
IAS 12 (amended): Deferred tax – Recovery of underlying assets (effective 1 January 2013);
IFRS 7 (amended): Disclosures – transfer of financial assets (effective 1 January 2013); and
IFRS 13: Fair value measurement (effective 1 January 2013);
There has been no material impact as a result of adopting the above other than additional disclosure of fair value measurement of Investment Properties.
The following standards, interpretations and amendments have been issued but are not yet effective. They will be adopted at the point they are effective:
IAS 27 (revised): Separate financial statements (effective 1 January 2014);
IAS 28 (revised): Associates and joint ventures (effective 1 January 2014);
IFRS 9: Financial Instruments: Classification and measurement;
IFRS 10: Consolidated financial statements (effective 1 January 2014);
IFRS 11: Joint arrangements (effective 1 January 2014);
IFRS 12: Disclosure of interests in other entities (effective 1 January 2014);
Amendments to IAS 32 (Dec 2011) Offsetting Financial Assets and Financial Liabilities (effective 1 January 2014);
Amendments to IAS 36 Recoverable Amounts Disclosures for Non-Financial Assets (effective 1 January 2014); and
Annual improvements to IFRSs 2011-2013 cycle (effective 1 July 2014).
The directors do not expect that the adoption of these Standards and Interpretations in future periods will have a material impact on the financial statements
of the Group.
2. SEgmEnTAl inFORmATiOn
IFRS 8 requires the identification of the Group’s operating segments which are defined as being discrete components of the Group’s operations whose results
are regularly reviewed by the Chief Operating Decision Maker (being the Chief Executive) to allocate resources to those segments and to assess their
performance. The Group divides its business into the following segments:
• Investment properties, which are owned or leased by the Group for long-term income and for capital appreciation, and Trading properties which are owned
or leased with the intention to sell; and,
• Developments, which include sites, developments in the course of construction, completed developments available for sale, pre-sold developments and
interest in third party developments.
Revenue
Rental income
Development property income
Trading property sales
Other revenue
Total revenue
investment
and trading
Year ended
31.3.14
£000
Developments
Year ended
31.3.14
£000
Total
Year ended
31.3.14
£000
27,994
-
8,230
2,956
39,180
2,000
82,457
-
-
29,994
82,457
8,230
2,956
84,457
123,637
Investment
and trading
Year ended
31.3.13
£000
24,032
-
122
1,003
25,157
Developments
Year ended
31.3.13
£000
Total
Year ended
31.3.13
£000
1,784
38,498
-
-
25,816
38,498
122
1,003
40,282
65,439
All revenue is from external sales and is attributable to continuing operations. There were no inter-segmental sales.
Revenue for the year comprises revenue from construction contracts of £nil (2013: £nil), revenue from the sale of goods of £62,965,000
(2013: £31,193,000), revenue from services of £30,678,000 (2013: £8,430,000), and rental income of £29,994,000 (2013: £25,816,000).
All revenues are within the UK other than rental income from development properties in Poland of £1,065,000 (2013: £1,104,000) and £835,000 (2013:
£671,000) of development income derived from the Group’s operations in Poland.
HELICAL BAR PLC REPORT & ACCOUNTS 2014 notES to tHE Financial StatEmEntS continued
81
Profit before tax
Net rental income
Development property profit
Trading property profit /(loss)
Share of results of joint ventures
Gain on sale and revaluation of investment properties
Impairment of available for sale assets
Other operating income/(expense)
Gross profit
Administrative expenses
Finance costs
Finance income
Change in fair value of derivative financial instruments
Foreign exchange (losses)/gains
Profit before tax
net assets
Investment properties
Land, development and trading properties
Investment in joint ventures
Owner occupied property, plant and equipment
Derivative financial instruments
Deferred tax assets
Available-for-sale investments
Trade and other receivables
Cash and cash equivalents
Total assets
Liabilities
Net assets
investment
and trading
Year ended
31.3.14
£000
Developments
Year ended
31.3.14
£000
Total
Year ended
31.3.14
£000
22,764
-
252
18,882
29,325
71,223
1,638
62,825
-
(2,434)
-
24,402
62,825
252
16,448
29,325
62,029
133,252
Investment
and trading
Year ended
31.3.13
£000
18,232
–
(1)
4,323
1,335
23,889
(88)
230
133,394
(26,676)
(13,983)
4,135
5,312
(501)
101,681
At
31.3.14
£000
493,201
2,528
58,460
At
31.3.14
£000
At
31.3.14
£000
-
493,201
95,632
4,520
98,160
62,980
554,189
100,152
654,341
At
31.3.13
£000
312,026
2,528
41,687
356,241
1,050
1,867
8,458
4,973
41,010
63,237
774,936
(434,409)
340,527
Developments
Year ended
31.3.13
£000
Total
Year ended
31.3.13
£000
1,346
6,956
–
(469)
–
7,833
19,578
6,956
(1)
3,854
1,335
31,722
-
(547)
31,175
(14,920)
(9,577)
887
(2,573)
17
5,009
At
31.3.13
£000
At
31.3.13
£000
-
312,026
90,346
8,203
98,549
92,874
49,890
454,790
1,153
146
10,381
5,997
44,342
36,863
553,672
(299,904)
253,768
All non-current assets are derived from the Group’s UK operations except for helical’s share of a held for sale investment held at £nil (2013: £4,792,000)
which is derived from the Group’s Polish operations.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements 82 notES to tHE Financial StatEmEntS continued
3. nET REnTAl inCOmE
Gross rental income
Rents payable
Property overheads
Net rental income
Net rental income attributable to profit share partner
Group share of net rental income
Year ended
31.3.14
£000
Year ended
31.3.13
£000
29,994
(476)
(4,328)
25,190
(788)
24,402
25,816
(342)
(5,186)
20,288
(710)
19,578
Property overheads include lettings costs, vacancy costs and bad debt provisions.
The amounts above include gross rental income from investment properties of £27,994,000 (2013: £24,032,000) and net rental income of £22,764,000
(2013: £18,232,000).
No contingent rental income was received in the year (2013: £nil).
4. DEVElOPmEnT PROPERTY PROFiT
Development property income
Cost of sales
Sales expenses
Provision against book values
Development property profit
5. TRADing PROPERTY gAin/(lOSS)
Trading property sales
Cost of sales
Sales expenses
Trading property gain/(loss)
6. nET gAin On SAlE AnD REVAlUATiOn OF inVESTmEnT PROPERTiES
Net proceeds from the sale of investment properties
Book value (note 15)
Tenants incentives on sold investment properties
Gain/(loss) on sale of investment properties
Revaluation surplus on investment properties
Gain on sale and revaluation of investment properties
Year ended
31.3.14
£000
Year ended
31.3.13
£000
82,457
(15,613)
(4,751)
552
62,825
38,498
(30,420)
(462)
(660)
6,956
Year ended
31.3.14
£000
Year ended
31.3.13
£000
8,230
(7,945)
(33)
252
122
(110)
(13)
(1)
Year ended
31.3.14
£000
Year ended
31.3.13
£000
57,971
(48,303)
(1,057)
8,611
20,714
29,325
21,910
(23,865)
(433)
(2,388)
3,723
1,335
HELICAL BAR PLC REPORT & ACCOUNTS 2014 notES to tHE Financial StatEmEntS continued
83
7. ADminiSTRATiVE ExPEnSES
Administrative expenses
Operating profit is stated after the following items that are contained within administrative expenses:
Depreciation
- owner occupied property, plant and equipment
Share-based payments charge
Auditors’ remuneration:
Audit fees
- audit of parent company and consolidated financial statements
- audit of company’s subsidiaries
- audit of interim consolidated financial statements
- audit of Company’s subsidiaries by affiliate of Group Auditor
8. STAFF COSTS
Staff costs during the year:
- wages and salaries
- social security costs
- other pension costs
Year ended
31.3.14
£000
Year ended
31.3.13
£000
(26,676)
(14,920)
719
6,333
340
1,864
150
52
42
12
155
47
41
11
Year ended
31.3.14
£000
Year ended
31.3.13
£000
14,465
2,844
115
17,424
8,627
1,420
116
10,163
Details of the remuneration of Directors amounting to £14,396,000 (2013: £5,560,000) are included in the Directors’ Remuneration Report on pages 55 to
67. The amount of the share-based payments charge relating to share awards made to Directors is £5,799,000 (2013: £1,715,000).
Included within wages and salaries are directors’ bonuses of £6,099,000 (2013: £3,051,000) as discussed in the Directors’ Remuneration Report on pages
55 to 67.
Other pension costs relate to payments to individual pension plans.
The average number of employees (management and administration) of the Group during the year was 46 (2013: 40) of which 34 are UK staff and 12 are
based in Poland.
Of the staff costs of £17,424,000 (2013: £10,163,000), £16,369,000 is included within administrative expenses (2013: £9,713,000) £481,000 is included
within development costs (2013: £331,000) and £574,000 is included in Other operating income/expense (2013: £119,000).
Within administrative costs is the share based payment charge for the year of £6,333,000 (2013: £1,864,000) which is not included in the staff costs above.
9. FinAnCE COSTS AnD FinAnCE inCOmE
Interest payable on bank loans and overdrafts
Other interest payable and similar charges
Interest capitalised
Finance costs
Interest receivable and similar income
Gain on purchase of loan
Finance income
Year ended
31.3.14
£000
Year ended
31.3.13
£000
(14,298)
(10,445)
(2,520)
2,835
(13,983)
1,236
2,899
4,135
(1,658)
2,526
(9,577)
887
-
887
During the year to 31 March 2014, the Group purchased a loan from one of its lenders realising a gain of £2,899,000.
On projects where specific third party loans have been arranged, interest has been capitalised in accordance with IAS 23 - Borrowing Costs, at the rate for the
individual loan. The weighted average capitalised interest rate of such loans was 3.57% (2013: 2.87%). Where general finance has been used to fund the
acquisition and construction of properties the rate used was a weighted average of the financing costs for the applicable borrowings of 4.60% (2013: 4.06%).
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements
84 notES to tHE Financial StatEmEntS continued
10. TAxATiOn On PROFiT On ORDinARY ACTiViTiES
The tax (charge)/credit is based on the profit for the year and represents:
United Kingdom corporation tax at 23%/24%
- Group corporation tax
- adjustment in respect of prior periods
- overseas tax
Current tax charge
Deferred tax at 20%/21%
- capital allowances
- tax losses
- other temporary differences
Deferred tax (charge)/credit
Tax (charge)/credit on profit on ordinary activities
Factors affecting the tax charge for the period:
The tax assessed for the period is lower than the standard rate of corporation tax in the UK (23%).
The differences are explained below:
Profit on ordinary activities before tax
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23%
Effect of:
- expenses not deductible for tax purposes
- income not subject to UK corporation tax
- adjustment to brought forward capital allowances
- tax movements on share awards
- additional tax losses recognised/(unavailable)
- operating profit of joint ventures
- prior year adjustment
- revaluation surplus not recognised through deferred tax
- chargeable gain lower than/(in excess of) profit or loss on investment property
- overseas tax
- other temporary differences
Effect of change of rate of corporation tax
Total tax (charge)/credit for the period
Year ended
31.3.14
£000
Year ended
31.3.13
£000
(11,687)
(403)
(113)
(12,203)
1,157
(1,746)
(1,334)
(1,923)
(14,126)
(435)
-
(84)
(519)
46
163
1,125
1,334
815
Year ended
31.3.14
£000
Year ended
31.3.13
£000
101,681
(23,387)
5,009
(1,152)
(1,422)
(1,308)
164
493
1,135
(168)
3,783
(403)
3,971
1,980
(113)
971
(1,130)
(14,126)
311
-
616
1,411
876
-
856
(510)
(84)
(201)
-
815
Note: all deferred tax balances have been calculated at the substantively enacted future rate of corporation tax of 20% for the year to 31 March 2015.
factors that may affect future tax charges
The tax charge is expected to be less than the full rate in future years, primarily due to the Group continuing to claim allowances in respect of eligible
expenditure on investment properties.
HELICAL BAR PLC REPORT & ACCOUNTS 2014
notES to tHE Financial StatEmEntS continued
85
11. DEFERRED TAx
Deferred tax provided for in the financial statements is set out below:
Capital allowances
Tax losses
Other temporary differences
Deferred tax asset
group
31.3.14
£000
(1,264)
8,988
734
8,458
Group
31.3.13
£000
(2,421)
10,734
2,068
10,381
Company
31.3.14
£000
Company
31.3.13
£000
99
363
287
749
(29)
-
606
577
Other temporary differences represent deferred tax assets arising from the recognition of the fair value of derivative financial instruments, unrealised gains
and future tax relief available to the Group from capital allowances and when share awards vest.
The Group contains entities with tax losses for which no deferred tax asset is recognised. The total unrecognised losses amount to approximately £7.6m.
A deferred tax asset has not been recognised because the entities in which the losses have been generated either do not have forecast taxable profits or the
losses have restrictions whereby their utilisation is considered to be unlikely.
If upon sale of the investment properties the Group retained all the capital allowances, the deferred tax provision in respect of capital allowances of £1.2m
(2013: £2.4m) would be released and further capital allowances of £11.4m (2013: £9.5m) would be available to reduce future tax liabilities.
12. DiViDEnDS PAiD AnD PAYABlE
Attributable to equity share capital
Ordinary
- interim paid of 2.00p (2013: 1.85p) per share
- prior period final paid of 3.70p (2013: 3.40p) per share
Total dividends paid and payable in year - 5.70p (2013: 5.25p) per share
Year ended
31.3.14
£000
Year ended
31.3.13
£000
2,337
4,323
6,660
2,161
3,973
6,134
An interim dividend of 2.00p was paid on 27 December 2013 to shareholders on the register on 6 December 2013. The final dividend of 4.75p, if approved at
the AGM on 25 July 2014, will be paid on 30 July 2014 to shareholders on the register on 4 July 2014. This final dividend, amounting to £5,540,000, has not
been included as a liability as at 31 March 2014, in accordance with IFRS.
13. PAREnT COmPAnY
The Company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own income statement in the financial statements.
The profit for the year of the Company was £23,072,000 (2013: loss of £3,309,000).
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements
86 notES to tHE Financial StatEmEntS continued
14. EARningS PER SHARE
The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the weighted average number of
shares in issue during the year. This is a different basis to the net asset per share calculations which are based on the number of shares at the year end.
Shares held by the ESOP, which has waived its entitlement to receive dividends, are treated as cancelled for the purposes of this calculation.
The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the effect of all dilutive options and awards.
The earnings per share are calculated in accordance with IAS 33, Earnings per Share and the best practice recommendations of the European Public Real
Estate Association (“EPRA”). Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.
Ordinary shares in issue
Weighting adjustment
Weighted average ordinary shares in issue for calculation of basic earnings per share
Weighted average ordinary shares issued on exercise of share options
Weighted average ordinary shares to be issued on share settled bonuses
Weighted average ordinary shares to be issued under performance share plan
Weighted average ordinary shares in issue for calculation of diluted and diluted EPRA earnings per share
Earnings used for calculation of basic and diluted earnings per share
Basic earnings per share
Diluted earnings per share
Earnings used for calculation of basic and diluted earnings per share
Net gain on sale and revaluation of investment properties
Share of net gain on revaluation of investment properties in the results of joint ventures
Tax on profit on disposal of investment properties
Trading property (gain)/loss
Fair value movement on derivative financial instruments
Share of fair value movements on derivative financial instruments in the results of joint ventures
Impairment of available-for-sale investment
Deferred tax
Performance related awards
Earnings used for calculation of adjusted diluted EPRA earnings per share
Performance related awards
Earnings used for calculation of diluted EPRA earnings per share
Year ended
31.3.14
000
Year ended
31.3.13
000
118,138
118,138
(1,323)
(1,292)
116,815
116,846
46
451
2,389
119,701
34
-
1,349
118,229
£000
87,603
£000
5,867
75.0p
73.2p
£000
87,603
(29,325)
(15,710)
1,981
(252)
(5,312)
(1,001)
88
862
17,860
56,794
(17,860)
38,934
5.0p
5.0p
£000
5,867
(1,335)
(3,109)
(549)
1
2,573
(32)
-
(572)
6,828
9,672
(6,828)
2,844
Adjusted diluted EPRA earnings per share
Diluted EPRA earnings per share
47.4p
32.5p
8.2p
2.4p
The earnings used for calculation of diluted EPRA earnings per share includes net rental income and development property profits but excludes trading
property losses.
HELICAL BAR PLC REPORT & ACCOUNTS 2014 notES to tHE Financial StatEmEntS continued
87
15. inVESTmEnT PROPERTiES
Group
Fair value at 1 April
Property acquisitions
Transfers from land, developments and trading
properties
Disposals
Revaluation surplus/(deficit)
Revaluation surplus attributable to profit share partner
Freehold
31.3.14
£000
leasehold
31.3.14
£000
Total
31.3.14
£000
Freehold
31.3.13
£000
Leasehold
31.3.13
£000
Total
31.3.13
£000
288,076
183,357
-
(41,870)
20,493
220
23,950
16,587
8,600
(6,433)
221
-
312,026
199,944
8,600
(48,303)
20,714
220
292,276
4,299
-
34,600
326,876
842
-
5,141
-
(13,069)
(10,796)
(23,865)
4,419
151
(696)
-
3,723
151
Fair value at 31 March
450,276
42,925
493,201
288,076
23,950
312,026
Interest capitalised during the year in respect of the refurbishment of investment properties amounted to £nil (2013: £nil).
Interest capitalised in respect of the refurbishment of investment properties is included in investment properties to the extent of £4,782,317 (2013:
£5,767,000).
Investment properties with a total fair value of £474,200,000 (2013: £312,025,000) were held as security against borrowings.
All of the Group’s properties are level 3, as defined by IFRS 13 Fair Value Measurement, in the fair value hierarchy as at 31 March 2014 and there were no
transfers between levels during the year. Level 3 inputs used in valuing the properties, are those which are unobservable, as opposed to level 1 (inputs from
quoted prices) and level 2 (observable inputs either directly, i.e. as prices, or indirectly, i.e. derived from prices).
Transfers into and transfers out of the fair value hierarchy levels are recognised on the date of the event or change in circumstances that caused the transfer.
There were no transfers in or out of Level 3 for investment properties during the year.
Valuation methodology
The fair value of the Group’s investment property as at 31 March 2014 was determined by independent external valuers at that date. The valuations are in
accordance with the Royal Institution of Chartered Surveyors (‘RICS’) Valuation – Professional Standards 2012 and were arrived at by reference to market
transactions for similar properties. Fair values for investment properties are calculated using the present value income approach. The main assumptions
underlying the valuations are in relation to rent profile and yields as discussed below. A key driver of the property valuations is the terms of the leases in place
at the valuation date. These determine the cash flow profile of the property for a number of years. The valuation assumes adjustments from these rental values
to current market rent at the time of the next rent review (where a typical lease allows only for upward adjustment) and as leases expire and are replaced by
new leases. The current market level of rent is assessed based on evidence provided by the most recent relevant leasing transactions and negotiations. The
nominal equivalent yield is applied as a discount rate to the rental cash flows which, after taking into account other input assumptions such as vacancies and
costs, generates the market value of the property. The equivalent yield applied is assessed by reference to market transactions for similar properties and takes
into account, amongst other things, any risks associated with the rent uplift assumptions.
The net initial yield is calculated as the current net income over the gross market value of the asset and is used as a sense check and to compare against
market transactions for similar properties. The valuation output, along with inputs and assumptions, are reviewed to ensure these are in line with what a market
participant would use when pricing each asset.
There are interrelationships between all the inputs as they are determined by market conditions. The existence of an increase in more than one input would be
to magnify the input on the valuation. The impact on the valuation will be mitigated by the interrelationship of two inputs in opposite directions.
Details of the investment portfolio yields can be found on page 26 of this report.
The investment properties have been valued at 31 March 2014 as follows:
Cushman & Wakefield LLP
Directors’ valuation
The historical cost of investment property is £457,780,930 (2013: £298,878,000).
31.3.14
£000
493,200
1
31.3.13
£000
312,025
1
493,201
312,026
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements 88 notES to tHE Financial StatEmEntS continued
16. OPERATing lEASE ARRAngEmEnTS
The Group earns rental income by leasing its investment properties to tenants under non-cancellable operating leases. At the balance sheet date, the Group
had contracted with tenants to receive the following future minimum lease payments:
Not later than one year
Later than one year but not more than five years
More than five years
The Company has no operating lease arrangements as lessor.
17. OWnER OCCUPiED PROPERTY, PlAnT AnD EQUiPmEnT - gROUP
group
31.3.14
£000
29,065
81,237
104,240
214,542
Group
31.3.13
£000
24,281
64,729
57,966
146,976
Cost at 1 April
Additions at cost
Disposals
Cost at 31 March
Depreciation at 1 April
Provision for the year
Eliminated on disposals
Depreciation at 31 March
Net book amount at 31 March
Short
leasehold
improvements
31.3.14
£000
Plant and
equipment
31.3.14
£000
2,071
302
-
2,373
1,283
528
-
1,811
562
825
344
(234)
935
460
187
(200)
447
488
Short
leasehold
improvements
31.3.13
£000
Plant and
equipment
31.3.13
£000
2,071
-
-
2,071
1,096
187
-
1,283
788
686
242
(103)
825
410
153
(103)
460
365
Total
31.3.14
£000
2,896
646
(234)
3,308
1,743
715
(200)
2,258
1,050
Total
31.3.13
£000
2,757
242
(103)
2,896
1,506
340
(103)
1,743
1,153
Plant and equipment include vehicles, fixtures and fittings and other office equipment.
All short leasehold improvements, plant and equipment relate to the Company except for plant and equipment with a net book value of £101,000 as at 31
March 2014 (2013: £173,000).
18. inVESTmEnT in SUBSiDiARiES
At 1 April
Acquired during year
Share capital repaid by subsidiary
Investment impaired during the year
At 31 March
group
31.3.14
£000
Group
31.3.13
£000
-
-
-
-
-
-
-
-
-
-
Company
31.3.14
£000
36,945
150
-
(511)
Company
31.3.13
£000
31,173
6,772
(1,000)
-
36,584
36,945
HELICAL BAR PLC REPORT & ACCOUNTS 2014 notES to tHE Financial StatEmEntS continued
89
The Company’s principal subsidiary undertakings, all of which have been consolidated, are:
Name of undertaking
Baylight Developments Ltd*
Dencora (Docklands) Ltd
Dencora (Fordham) Ltd
Downtown Space Properties LLP
harbour Developments (Bracknell) Ltd
hB Sawston No. 3 Ltd
helical Bar (Maple) Ltd
helical Bar Developments (South East) Ltd
helical Bar (Great Dover Street) Ltd
helical Bar (Mitre Square) Ltd
helical Bar Services Ltd
helical Bar (Wales) Ltd*
helical Bar (White City) Ltd
helical (Artillery) Ltd
helical (Basildon Retail) LP*
helical (Battersea) Ltd
helical (Bramshott Place) Ltd
helical (Broadway) Ltd
helical (Cardiff) Ltd
helical (Corby) Ltd
helical (Corby Investments) Ltd
helical (Churchgate) Ltd
helical (Crownhill) Ltd
helical (Enterprise) Ltd
helical (East Kilbride) Ltd
helical (Exeter) Ltd
helical (Faygate) Ltd
helical (Glasgow) Ltd
helical (hailsham) Ltd
helical (hedge End) Ltd
helical (huddersfield) Ltd
helical (Liphook) Ltd
helical (Porchester) Ltd
helical (Quartz) Ltd
helical Retail Ltd
helical (Sevenoaks) Ltd
helical (St Vincent) Ltd
helical (Telford) Ltd
helical (Winterhill) Ltd
helical (Whitechapel) Ltd
helical Wroclaw Sp. z.o.o.*
Metropolis Property Ltd
Newmarket LP*
Sutton-in-Ashfield LP*
Nature of business
Percentage of ordinary share capital held
Investment
Investment
Investment
Investment
Development
Investment
Investment
Development
Investment
Development
Management Services
Investment
Development
Investment
Investment
Investment
Development
Investment
Investment
Investment
Investment
Investment
Investment (Jersey)
Investment
Investment
Development
Development
Investment/Trading
Development
Trading
Investment
Development (Jersey)
Investment
Investment
Development
Investment
Development
Development
Investment
Investment
Development (Poland)
Investment
Investment
Investment
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
*Ordinary capital is held by a subsidiary undertaking.
All principal subsidiary undertakings operate in the United Kingdom other than helical Wroclaw Sp. z.o.o. and, unless otherwise indicated, are incorporated and
registered in England and Wales. In line with s410(2) of the Companies Act 2006 a full list of all subsidiaries is lodged with the Annual Return at Companies house.
Investments in subsidiaries have been impaired based on a review of their fair value at the balance sheet date. A review of the fair value of the investments is
undertaken periodically. The fair value of the investment in subsidiaries is based on the value of the subsidiaries underlying assets.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements 90 notES to tHE Financial StatEmEntS continued
19. inVESTmEnT in jOinT VEnTURES
investment
& trading
31.3.14
£000
Development
31.3.14
£000
Total
31.3.14
£000
Investment
& trading
31.3.13
£000
Development
31.3.13
£000
Total
31.3.13
£000
Summarised statements of consolidated income
Revenue
Gross rental income
Rents payable
Property overheads
net rental income
Development profit/(losses)
Loss on sale of property
6,351
6,351
(625)
(671)
5,055
-
(31)
Gain on revaluation of investment properties
15,710
Impairment of held for sale investment
Other operating income/(expense)
Administrative expenses
Finance costs
Finance income
Change in fair value movement of derivative
financial instruments
Profit/(loss) before tax
Tax
Profit/(loss) after tax
Summarised balance sheets
non-current assets
Investment properties
Owner occupied property, plant and equipment
Current assets
Land, development and trading properties
held for sale investments
Trade and other receivables
Cash and cash equivalents
Current liabilities
Trade and other payables
Borrowings
non-current liabilities
Trade and other payables
Borrowings
Derivative financial instruments
Deferred tax
net assets
250
250
-
132
382
2,199
-
-
(4,792)
70
-
(24)
170
-
(1,995)
(439)
(2,434)
6,601
6,601
(625)
(539)
5,437
2,199
(31)
15,710
(4,792)
372
(94)
(3,051)
539
1,001
17,290
(842)
16,448
-
-
-
107,504
21
107,525
27,165
27,165
-
1,256
11,500
39,921
-
3,193
15,792
46,150
(39,077)
(12,453)
(51,530)
(8,464)
(30,389)
(51)
(261)
(39,165)
62,980
5,629
5,629
(802)
(437)
4,390
-
-
3,109
-
58
(623)
(2,189)
5
32
4,782
(505)
4,277
94,962
25
94,987
-
-
1,088
4,713
5,801
564
564
-
(73)
491
(659)
-
-
-
(157)
(79)
(80)
61
-
(423)
-
(423)
-
-
-
23,797
4,792
962
5,080
34,631
6,193
6,193
(802)
(510)
4,881
(659)
-
3,109
-
(99)
(702)
(2,269)
66
32
4,359
(505)
3,854
94,962
25
94,987
23,797
4,792
2,050
9,793
40,432
(11,257)
(24,928)
(36,185)
(720)
-
(720)
(11,977)
(24,928)
(36,905)
-
(46,094)
(1,030)
-
(47,124)
41,687
-
(1,500)
-
-
(1,500)
8,203
-
(47,594)
(1,030)
-
(48,624)
49,890
-
302
(94)
(3,027)
369
1,001
19,285
(403)
18,882
107,504
21
107,525
-
-
1,937
4,292
6,229
(3,649)
(35,428)
(12,453)
(16,102)
(8,464)
(30,389)
(51)
(289)
(39,193)
58,459
-
(35,428)
-
-
-
28
28
4,521
HELICAL BAR PLC REPORT & ACCOUNTS 2014 notES to tHE Financial StatEmEntS continued
91
The cost of the Company’s investment in joint ventures was £15,000 (2013: £15,000).
The Directors’ valuation of the trading and development stock shows a surplus of £1,760,000 above book value (2013: £1,028,000).
At 31 March 2014 the Group and the Company had interests in the following joint venture companies:
Country of
incorporation
Class of share
capital held
Proportion
held Group
Proportion
held Company
hP Properties Ltd (BVI)
Barts Two Investment Property Ltd
207 Old Street Unit Trust
211 Old Street Unit Trust
Old Street Retail Unit Trust
City Road (Jersey) Ltd
Old Street holdings LP
helical Sosnica Sp. zoo.
Abbeygate helical (Leisure Plaza) Ltd
Abbeygate helical (Winterhill) Ltd
Abbeygate helical (C4.1) LLP
Shirley Advance LLP
British Virgin Islands
Jersey
Jersey
Jersey
Jersey
Jersey
Jersey
Poland
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Ordinary
Ordinary
n/a
n/a
n/a
Ordinary
n/a
Ordinary
Ordinary
Ordinary
n/a
n/a
King Street Developments (hammersmith) Ltd
United Kingdom
Ordinary
60%
33%
33%
33%
33%
33%
33%
50%
50%
50%
50%
50%
50%
Nature of
business
Investment
Investment
Investment
Investment
Investment
Investment
Investment
Development
-
-
-
-
-
-
-
-
50%
Development
50%
Development
50%
Development
-
-
Development
Development
The Group’s investment in helical Sosnica Sp. zoo has been accounted for as an investment held for sale due to a commitment to sell the Group’s share within
the next year. At 31 March 2014 helical Sosnica Sp. zoo held a development property the fair value of which the Director’s believe to be £96,406,000 (of
which helical’s share is £48,203,000) and a bank loan of £59,490,000 of which helical’s share is £29,745,000) repayable in September 2017.
20. lAnD, DEVElOPmEnTS AnD TRADing PROPERTiES
group
At 1 April
Construction costs
Interest capitalised
Transfer to investment properties
Disposals
Foreign exchange movements
Provision
At 31 March
Company
At 1 April
Provision
At 31 March
Development
properties
31.3.14
£000
90,346
32,863
2,835
(8,600)
(22,109)
(255)
552
Trading
stock
31.3.14
£000
2,528
-
-
-
-
-
-
Total
31.3.14
£000
92,874
32,863
2,835
(8,600)
(22,109)
(255)
552
Development
properties
31.3.13
£000
97,103
20,164
2,526
-
Trading
stock
31.3.13
£000
2,638
5
-
-
Total
31.3.13
£000
99,741
20,169
2,526
-
(28,919)
(110)
(29,029)
127
(655)
-
(5)
127
(660)
95,632
2,528
98,160
90,346
2,528
92,874
Development
properties
31.3.14
£000
Development
properties
31.3.13
£000
-
-
-
101
(101)
-
The Directors’ valuation of trading and development stock shows a surplus of £25,719,000 above book value (2013: £48,837,000).
Interest capitalised in respect of the development of sites is included in stock to the extent of £7,742,719 (2013: £7,010,000).
Land, developments and trading properties with carrying values totalling £77,676,000 (2013: £82,144,000) were held as security against borrowings.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements 92 notES to tHE Financial StatEmEntS continued
21. AVAilABlE-FOR-SAlE inVESTmEnTS
At 1 April
Additions
Impairment in the year
At 31 March
31.3.14
£000
5,997
-
(1,024)
4,973
31.3.13
£000
7,003
298
(1,304)
5,997
Included within current available-for-sale investments is an amount lent to a company promoting a mainly residential mixed-use development and a holding of
20% of the equity of this company.
The loan and the equity are classed as an available-for-sale investment and held at fair value. The Group has determined its fair value by considering both the
loan and the equity element separately. The loan element is valued at the fair value of the expected consideration to be received including anticipated future
costs of recovering this loan. This amount has been impaired in the year due to a revision in the expected receipt. The equity element is given a nil value with
the Group valuing the underlying company on a break up basis at £nil as it is believed that this is the most probable outcome. This nil valuation is derived
because the Group believe that the value of the property and any other of the company’s assets, after the repayment of the loan payable to the Group, would
be required to repay the outstanding creditors leaving negligible value to the shareholders.
The Group does not consider that it has significant influence over this company despite having 20% of the equity as another party owns a majority
shareholding and the Group does not have a representative on the board of the company.
The decline in value of £1,024,000 (2013: £1,304,000) has been recognised in Other Comprehensive Income and, of this, £88,000 (2013: £nil) has been
reclassified from Other Comprehensive Income and recognised in the Income Statement, being the amount impaired below historic cost of £5,061,000.
22. TRADE AnD OTHER RECEiVABlES
Trade receivables
Amounts owed by joint venture undertakings
Amounts owed by subsidiary undertakings
Other receivables
Prepayments and accrued income
group
31.3.14
£000
9,390
25,347
-
231
6,042
41,010
Group
31.3.13
£000
15,238
25,568
-
292
3,244
Company
31.3.14
£000
356
20,451
470,119
337
174
Company
31.3.13
£000
418
20,803
304,392
178
453
44,342
491,437
326,244
Included within Trade receivables of the Group at 31 March 2014 is £6,673,000 (2013: £6,325,000) due in 2015 and 2016 which is shown as a non-current
asset in the Balance Sheet. Included within Prepayments and accrued income of the Group is a prepayment of £1,000,000 (2013: £nil) for the purchase of a
property due to complete in 2015.
Receivables
Fully performing
Past due < 3 months
Past due > 3 months
Total receivables being financial assets
Total receivables being non-financial assets
Total receivables
group
31.3.14
£000
35,272
414
194
35,880
5,130
41,010
Group
31.3.13
£000
42,195
311
458
42,964
1,378
44,342
Company
31.3.14
£000
Company
31.3.13
£000
490,966
325,665
-
-
-
-
490,966
325,665
471
579
491,437
326,244
Past due receivables relate to a number of independent customers for whom there is no recent history of default. Against trade receivables, helical held
£1,284,000 of rental deposits at 31 March 2014 (2013: £979,000).
HELICAL BAR PLC REPORT & ACCOUNTS 2014 notES to tHE Financial StatEmEntS continued
93
Movements in the provision for impairment of trade receivables are as follows:
Gross receivables being financial assets
Provisions for receivables impairment
Net receivables being financial assets
group
31.3.14
£000
36,192
(312)
35,880
Group
31.3.13
£000
43,414
(450)
Company
31.3.14
£000
Company
31.3.13
£000
490,966
325,665
-
-
42,964
490,966
325,665
Receivables written off during the year as uncollectable
162
616
-
-
23. CASH AnD CASH EQUiVAlEnTS
Rent deposits and cash held at managing agents
Restricted cash
Cash deposits
Restricted cash is made up of cash held by solicitors and cash in blocked accounts.
24. TRADE AnD OTHER PAYABlES
Trade payables
Social security costs and other taxation
Amounts owed to subsidiary undertakings
Other payables
Accruals
Deferred income
group
31.3.14
£000
4,107
12,721
46,409
63,237
group
31.3.14
£000
11,074
4,615
-
3,699
24,302
7,690
51,380
Group
31.3.13
£000
2,788
7,327
26,748
36,863
Group
31.3.13
£000
7,599
2,988
Company
31.3.14
£000
Company
31.3.13
£000
-
-
30,376
30,376
-
-
24,035
24,035
Company
31.3.14
£000
Company
31.3.13
£000
323
-
233
-
-
232,788
152,435
4,073
15,293
4,976
34,929
-
2,467
-
71
841
-
235,578
153,580
Included within deferred income is £2,150,000 (£2013: nil) which is due after more than one year.
25. BORROWingS
Current borrowings
Bank loans repayable within:
- one to two years
- two to three years
- three to four years
- four to five years
- five to six years
- six to seven years
Non-current debt
group
31.3.14
£000
1,275
13,904
102,403
100,562
79,083
-
78,859
374,811
Group
31.3.13
£000
39,295
10,811
63,009
99,301
47,325
-
-
220,446
Company
31.3.14
£000
Company
31.3.13
£000
-
6,848
3,540
-
-
-
-
78,859
82,399
-
4,457
-
-
-
-
4,457
Bank overdrafts and term loans in creditors falling due within one year and after one year are secured against properties held in the normal course of business
by subsidiary undertakings to the value of £551,876,000 (2013: £394,169,000). These will be repayable when the underlying properties are sold. Bank
overdrafts and term loans exclude the Group’s share of borrowings in joint venture companies of £42,842,000 (2013: £48,314,000).
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements 94 notES to tHE Financial StatEmEntS continued
26. FinAnCing AnD FinAnCiAl inSTRUmEnTS
The policies for dealing with liquidity and interest rate risk are noted in the Principle Risks Report on pages 42 to 44.
Bank overdraft and loans - maturity
Due after more than one year
Due within one year
group
31.3.14
£000
374,811
1,275
376,086
Group
31.3.13
£000
220,446
39,295
259,741
The Group has various undrawn committed borrowing facilities. The facilities available at 31 March 2014 in respect of which all conditions precedent had
been met were as follows:
Expiring in one year or less
Expiring in more than one year but not more than two years
Expiring in more than two years but not more than three years
Expiring in more than three years but not more than four years
Expiring in more than four years but not more than five years
interest rates - group
Fixed rate borrowings:
- swap rate plus bank margin
- swap rate plus bank margin
- swap rate plus bank margin
- swap rate plus bank margin
- swap rate plus bank margin
- swap rate plus bank margin
- swap rate plus bank margin
- swap rate plus bank margin
- swap rate plus bank margin
- Fixed rate retail bond
Weighted average
Floating rate borrowings
Total borrowings
%
Expiry
3.958
5.957
4.020
5.645
-
4.015
4.525
4.240
4.160
6.000
4.766
3.476
jan 2015
jan 2015
may 2018
Oct 2014
-
jan 2016
Feb 2019
nov 2017
may 2015
jun 2020
Dec 2016
mar 2017
31.3.14
£000
50,000
11,429
10,800
6,690
-
9,172
75,630
26,400
21,375
80,000
291,496
84,590
376,086
group
31.3.14
£000
10,000
6,335
37,735
Group
31.3.13
£000
1,877
1,694
6,074
-
25,811
36,481
90,551
%
Expiry
3.958
4.500
-
5.645
6.240
3.972
-
4.240
4.117
-
4.340
3.312
Jan 2015
Jan 2015
-
Oct 2014
Dec 2013
Jan 2016
-
Nov 2017
May 2015
-
Sep 2015
Oct 2016
-
35,456
31.3.13
£000
50,000
11,874
-
6,690
10,120
9,172
-
26,400
21,375
-
135,631
124,110
259,741
Changes in fixed borrowing rates are the result of stepped increases in interest rate swaps rates. Floating rate borrowings bear interest at rates based on
LIBOR.
As at 31 March 2014 and 31 March 2013 the Company’s borrowings consist of fixed rate borrowings of £6,690,000 at 5.645% (2013: £6,690,000 at
5.645%) expiring in October 2014 with the remainder being floating rate borrowings.
In addition to the fixed rate borrowings above, the Group has a £75m interest rate swap at 2.0% starting in January 2015 and expiring in January 2020.
HELICAL BAR PLC REPORT & ACCOUNTS 2014
notES to tHE Financial StatEmEntS continued
95
Economic hedging
In addition to the fixed rates, borrowings are also hedged by the following financial instruments:
Instrument
Current:
- cap
- cap
- cap
- cap
- cap
- cap
Value
£000
50,000
25,000
50,000
25,000 - 75,000
7,200
11,037 - 10,613
Rate
%
4.000
4.000
4.000
4.000
4.000
4.000
Start
Expiry
Apr 2011
Apr 2011
Jul 2013
Apr 2015
Apr 2016
Jul 2016
Apr 2015
Jan 2017
Jan 2012
Oct 2016
Jan 2015
Jan 2016
Where a range in capped values is shown, these reflect stepped increases/decreases over the life of the cap.
gearing
Total debt
Cash
Net debt
group
31.3.14
£000
376,086
(63,237)
312,849
Net debt excludes the Group’s share of debt in joint ventures of £42,842,000 (2013: £48,314,000), and cash of £15,972,000 (2013: £9,793,000).
Net assets
Gearing
27. SHARE CAPiTAl
Authorised
The authorised share capital of the Company is £39,576,626.60 divided into ordinary shares of 1p each and deferred shares of 1⁄8p each.
Allotted, called up and fully paid
- 118,137,522 ordinary shares of 1p each
- 212,145,300 deferred shares of 1⁄8p each
Ordinary shares
At 1 April and 31 March
Deferred shares
At 1 April and 31 March
31.3.14
£000
31.3.13
£000
1,182
265
1,447
Shares
in issue
31.3.13
Number
1,182
265
1,447
Share
capital
31.3.13
£000
Shares
in issue
31.3.14
number
Share
capital
31.3.14
£000
118,137,522
1,182
118,137,522
1,182
212,145,300
265
212,145,300
265
Group
31.3.13
£000
259,741
(36,863)
222,878
Group
31.3.13
£000
253,768
88%
group
31.3.14
£000
340,527
92%
31.3.14
£000
39,577
39,577
31.3.13
£000
39,577
39,577
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements
96 notES to tHE Financial StatEmEntS continued
The Group’s capital management objectives are:
- to ensure the Group’s ability to continue as a going concern; and,
- to provide an adequate return to shareholders.
The Group sets the amount of capital in proportion to its overall financing structure. It manages the capital structure and makes adjustments to it in the light of
changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust
the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt. Capital is defined as being issued
share capital, retained earnings, revaluation reserve and other reserves (2014: £333,977,000; 2013: £246,220,000). The Group continually monitors its
gearing level to ensure that it is appropriate. Gearing increased from 88% to 92% in the year due to the Group selling some of its non-core properties.
The deferred shares were issued on 23 December 2004 to those shareholders electing to receive a dividend, rather than a capital repayment or further
shares in the Company, as part of the Return of Cash approved by shareholders on 20 December 2004. The deferred shares carry no voting rights and have
no right to a dividend or capital payment in the event of a winding up of the Company.
The Company’s Articles of Association give the Company irrevocable authority to purchase all or any of the deferred shares for a maximum aggregate total of
1 penny for all deferred shares in issue on the date of such purchase.
28. SHARE OPTiOnS
At 31 March 2014 and 31 March 2013 there were 46,284 (2013: 46,284) unexercised options over new ordinary 1p shares in the Company. No options over
purchased ordinary 1p shares held by the ESOP had been granted to directors and employees under the Company’s share option schemes (31 March 2013: nil).
The Company uses a stochastic valuation model to value the share options.
Summary of share options
At 1 April
Options granted in prior years not previously recognised
Options exercised
Option expired/lapsed
At 31 March
Weighted
average
exercise
Price
31.3.14
259.25
259.25
-
-
number
31.3.14
34,713
11,571
-
-
Weighted
average
exercise
price
31.3.13
259.25
-
-
-
Number
31.3.13
34,713
-
-
-
46,284
259.25
34,713
259.25
The share option awards outstanding at 31 March 2014 had a weighted average remaining contractual life of three months.
The outstanding share options are all exercisable at 259.25p per share.
29. SHARE-BASED PAYmEnTS
The Group provides share-based payments to employees in the form of performance share plan awards and a share incentive plan. The Company uses a
stochastic valuation model and the resulting value is amortised through the Income Statement over the vesting period of the share-based payments.
Performance share plan awards
Outstanding at beginning of period
Awards lapsed during the period
Awards made during the period
Outstanding at end of period
2014
Weighted
average
award
value
211p
276p
244p
215p
Awards
7,230,850
(2,133,222)
4,212,534
9,310,162
2013
Weighted
average
award
value
277p
300p
167p
211p
Awards
9,310,162
(2,368,701)
2,779,914
9,721,375
The performance share plan awards outstanding at 31 March 2014 had a weighted average remaining contractual life of one year three months.
The fair value of the awards made in the year to 31 March 2014 was £6,533,000 (2013: £6,437,000).
HELICAL BAR PLC REPORT & ACCOUNTS 2014 notES to tHE Financial StatEmEntS continued
97
The inputs into the stochastic model of valuation of the PSP awards made in the year to 31 March 2014 were as follows:
Weighted average share price
Weighted average exercise price
Expected volatility
Expected life
Risk free rate
Expected dividends
2014
303.2p
-
n/a
3 years
n/a
2.20%
2013
203.4p
-
n/a
3 years
n/a
3.07%
2012
215.2p
-
n/a
3 years
n/a
1.88%
The Group recognised a charge of £6,333,000 (2013: £1,864,000) during the year in relation to Share-based payments.
At the balance sheet date there were no exercisable awards.
30. OWn SHARES HElD
Following approval at the 1997 Annual General Meeting, the Company established the helical Bar Employees’ Share Ownership Plan Trust (the “Trust”) to be
used as part of the remuneration arrangements for employees. The purpose of the Trust is to facilitate and encourage the ownership of shares by or for the
benefit of employees by the acquisition and distribution of shares in the Company.
The Trust purchases shares in the Company to satisfy the Company’s obligations under its Share Option Schemes and Performance Share Plan. For this
purpose, 250,000 shares (2013: nil) in the Company were purchased during the year at a cost of £950,765 (2013: £nil).
At 31 March 2014, unexercised options over nil (2013: nil) ordinary 1p shares in helical Bar plc had been granted over shares held by the Trust.
At 31 March 2014, outstanding awards over 9,721,375 (2013: 9,310,162) ordinary 1p shares in helical Bar plc had been made under the terms of the
Performance Share Plan over shares held by the Trust.
At 31 March 2014, the Trust held 1,542,000 shares (2013: 1,292,000).
31. COnTingEnT liABiliTiES
The Company has entered into cross guarantees in respect of the banking facilities of its subsidiaries. These are not considered to have a material value.
Other than these contingent liabilities there were no contingent liabilities at 31 March 2014 for the Group or the Company (2013: £nil).
32. CAPiTAl COmmiTmEnTS
The Group has a commitment to purchase a property for £19.8m in 2015. A prepayment of £1m is included in Trade and other receivables due after one year.
33. nET ASSETS PER SHARE
Net asset value
Less: own shares held by ESOP
deferred shares
Basic net asset value
Add: share settled bonuses
Add: unexercised share options
Add: dilutive effect of the Performance Share Plan
Diluted net asset value
Adjustment for:
- fair value of financial instruments
- deferred tax
31.3.14
pence
per share
number
of shares
000s
118,138
(1,542)
31.3.14
£000
340,527
(265)
31.3.13
£000
253,768
(265)
31.3.13
pence
per share
Number
of shares
000s
118,138
(1,292)
340,262
116,596
292
253,503
116,846
217
451
46
3,578
120,671
288
-
120
7,124
347,506
(243)
2,444
-
90
3,649
257,242
6,048
578
-
34
1,824
118,704
217
Adjusted diluted net asset value
349,707
120,671
290
263,868
118,704
222
Adjustment for:
- fair value of trading and development properties
Diluted EPRA net asset value
Adjustment for:
- fair value of financial instruments
- deferred tax
Diluted EPRA triple net asset value
27,479
377,186
243
(2,444)
374,985
120,671
313
118,704
264
49,865
313,733
(6,048)
(578)
120,671
311
307,107
118,704
259
The net asset values per share have been calculated in accordance with the best practice recommendations of the European Public Real Estate Association (“EPRA”).
The adjustments to the net asset value comprise the amounts relating to the Group and its share in Joint Ventures.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements
98 notES to tHE Financial StatEmEntS continued
34. RElATED PARTY TRAnSACTiOnS
At 31 March 2014 and 31 March 2013 the following amounts were due in respect of the Group’s joint ventures.
At 31.3.14
£000
At 31.3.13
£000
Abbeygate helical (Leisure Plaza) Ltd
Abbeygate helical (C4.1) LLP
King Street Developments (hammersmith) Ltd
Shirley Advance LLP
hP Properties Ltd (BVI)
Barts Two Investment Property Ltd
helical Sosnica Sp. zoo
207 Old Street Unit Trust
211 Old Street Unit Trust
Old St Retail Unit Trust
City Road (Jersey) Ltd
Old Street holdings LP Ltd
All movements in joint venture balances related to loans repaid and loans advanced.
At 31 March 2014 and 31 March 2013 there were the following balances between the Company and its subsidiaries.
Amounts due from subsidiaries
Amounts due to subsidiaries
-
-
3,050
4,723
-
146
11,900
1,792
1,701
719
710
100
31.3.14
£000
470,119
232,788
During the years to 31 March 2014 and 31 March 2013 there were the following transactions between the Company and its subsidiaries:
Year ended
31.3.14
£000
Management charges receivable
Management charges payable
Interest receivable
Interest payable
8,372
6,116
2,837
-
2,736
-
2,392
4,323
-
152
10,839
1,757
1,456
684
675
-
31.3.13
£000
304,392
152,435
Year ended
31.3.13
£000
3,480
83
1,574
-
Management charges relate to the performance of management services for the Company or its subsidiaries. Interest receivable relates to interest on loans
made by the Company to its subsidiaries. All of these transactions, and the year-end balance sheet amounts arising from these transactions were conducted
on an arm’s length basis and on normal commercial terms. Amounts owed by subsidiaries to the Company are identified in note 22. Amounts owed to
subsidiaries by the Company are identified in note 24.
The Group considers that key management personnel are the directors. The compensation paid or payable to key management is:
Salaries and other short term employee benefits
Post employment benefits
Other long-term benefits
Share based payments
Year ended
31.3.14
£000
Year ended
31.3.13
£000
8,429
-
3,330
8,154
19,913
5,644
-
856
2,634
9,135
The total dividends paid to directors of the Group in the year was £1,041,000 (2013: £973,322).
During the year purchases of £60,000 (2013: £60,000) were made from a partnership in which Michael Slade, a director of the company, and his wife are
partners. All transactions were carried out on an arm’s length basis.
35. FinAnCiAl inSTRUmEnTS
Categories of financial instruments
Financial assets in the Group include derivative financial assets which are designated as ‘Fair value through the Profit or Loss’. Financial assets also include
trade and other receivables and cash and cash equivalents all of which are included within loans and receivables as well as available-for-sale investments.
Financial liabilities classed as ‘Fair value through the Profit or Loss’ include derivatives and those liabilities designated as such. Financial liabilities also include
secured bank loans and overdrafts, trade and other payables and provisions, all of which are classified as financial liabilities at amortised cost.
HELICAL BAR PLC REPORT & ACCOUNTS 2014 notES to tHE Financial StatEmEntS continued
99
Financial assets and liabilities by category
The financial instruments of the Group as classified in the financial statements can be analysed under the following IAS 39 Financial Instruments: Recognition
and Measurement, categories:
Financial assets
Loans and receivables
Fair value through the Profit or Loss
Available-for-sale financial assets
Total financial assets
These financial assets are included in the balance sheet within the following headings:
Available-for-sale investments
Derivative financial instruments
Trade and other receivables
Cash and cash equivalents
Total financial assets
group
31.3.14
£000
99,117
1,867
4,973
105,957
group
31.3.14
£000
4,973
1,867
35,880
63,237
105,957
Group
31.3.13
£000
79,827
146
5,997
85,970
Group
31.3.13
£000
5,997
146
42,964
36,863
85,970
Company
31.3.14
£000
521,342
315
-
Company
31.3.13
£000
349,700
52
-
521,657
349,752
Company
31.3.14
£000
-
315
490,966
30,376
521,657
Company
31.3.13
£000
-
52
325,665
24,035
349,752
Financial assets are stated in accordance with IAS 32 Financial Instruments: Presentation.
For fair value of available-for-sale investments see note 21. The carrying value of the trade and other receivables and cash and cash equivalents is deemed
not to be materially different from the fair value.
Financial liabilities
Fair value through the Profit or Loss
Measured at amortised cost
Other financial liabilities
Total financial liabilities
These financial liabilities are included in the balance sheet within the following headings:
group
31.3.14
£000
(9,888)
(78,859)
Group
31.3.13
£000
(13,379)
Company
31.3.14
£000
Company
31.3.13
£000
(192)
(1,027)
-
(78,859)
-
(331,503)
(278,491)
(239,118)
(164,886)
(420,250)
(291,870)
(318,169)
(165,913)
Trade and other payables
Borrowings - current
Borrowings - non current
Derivative financial instruments
Total financial liabilities
group
31.3.14
£000
(42,591)
(1,275)
Group
31.3.13
£000
(26,965)
(39,295)
Company
31.3.14
£000
Company
31.3.13
£000
(235,578)
(153,581)
-
(374,811)
(220,446)
(82,399)
(1,573)
(5,164)
(192)
(420,250)
(291,870)
(318,169)
(165,913)
(6,848)
(4,457)
(1,027)
The carrying value of trade and other payables and borrowings is not deemed to be materially different from the fair value. Financial liabilities are stated in
accordance with IAS 32.
The Group and Company financial instruments that are measured subsequent to initial recognition at fair value are available-for-sale assets, forward exchange
contracts and interest rate swaps, caps and floors, and those designated on initial recognition.
Forward foreign exchange contracts are externally measured using quoted forward exchange rates and yield curves derived from quoted interest rates
matching maturities of the contracts. Interest rate swaps, caps and floors are measured at the present value of future cash flows estimated and discounted
based on the applicable yield curves derived from quoted interest rates.
IFRS 13 categorises financial assets and liabilities as being valued in 3 hierarchical levels:
- Level 1: values are unadjusted quoted prices in active markets for identical assets or liabilities
- Level 2: values are derived from observing market data
- Level 3: values cannot be derived from observable market data
The derivative financial instruments above have been valued using a Level 2 methodology and the available-for-sale investments, which are described in note
21, are classified as Level 3 fair value measurements, being those not based on observable market data. There were no transfers between categories in the
current or prior year.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements 100 notES to tHE Financial StatEmEntS continued
Derivative financial instruments
Derivative financial assets
Interest rate caps
Interest rate swaps
Derivative financial liabilities
Interest rate swaps
group
Year ended
31.3.14
£000
Group
Year ended
31.3.13
£000
Company
Year ended
31.3.14
£000
Company
Year ended
31.3.13
£000
133
1,734
1,867
(1,573)
(1,573)
146
-
146
(5,164)
(5,164)
34
281
315
(192)
(192)
52
-
52
(1,027)
(1,027)
The Group’s movement in the fair value of the derivative financial instruments in the year was a gain of £5,312,000 (2013: loss of £2,573,000); Company:
gain of £1,098,000 (2013: loss of £478,000).
Credit risk
Credit risks arise from the possibility that customers may not be able to settle their obligations as agreed. To manage this risk the Group periodically assesses
the financial reliability of customers, taking into account their financial position, past experience and other factors.
As at 31 March 2014 helical has total credit risk exposure excluding cash of £40,853,000 of which £4,973,000 is available-for-sale assets and £35,880,000
is loans and receivables. Available-for-sale assets are analysed in note 21.
Of the trade receivables held at 31 March 2014, £0.7m related to rent due from tenants which was received post year-end.
All other debtors are deemed to be recoverable.
The Group is not reliant on any major customer for its ability to continue as a going concern.
For further information on trade and other receivables, see note 22.
liquidity risk
Liquidity risk is defined as the risk that the Group would not be able to settle or meet its obligations on time or at a reasonable price.
Liquidity and funding risks, related processes and policies are overseen by management.
The Group manages its liquidity risk on a consolidated basis based on business needs, tax, capital or regulatory considerations, if applicable, and through
numerous sources of finance in order to maintain flexibility. Management monitors the Group’s net liquidity position through rolling forecasts on the basis of
expected cash flows. The Group’s cash and cash equivalents are held with major regulated financial institutions and the directors regularly monitor the
financial institutions that the group uses to ensure its exposure to liquidity risk is minimised.
For further information on debt facilities, see notes 25 and 26.
The maturity profile of the Group’s contracted financial liabilities is as follows:
Payable within 3 months
Payable between 3 months and 1 year
Payable between 1 and 3 years
Payable after 3 years
Total contracted liabilities
group
31.3.14
£000
41,259
13,656
156,987
304,560
516,462
Group
31.3.13
£000
45,839
28,620
95,219
154,222
323,900
Company
31.3.14
£000
1,460
3,686
10,701
22,047
37,894
Company
31.3.13
£000
158,800
2,543
5,215
-
166,558
At 31 March 2014 helical had £91m of undrawn borrowing facilities, £39m of uncharged property assets and cash balances of £63m. The above contracted
liabilities assume that no loans are extended beyond their current facility expiry date. The management believe that these facilities, together with anticipated
sales and the renewal of some of these loan facilities, mean that the Group can meet its contracted liabilities as they fall due.
market risk
The Group is exposed to market risk, primarily related to interest rates, foreign currency exchange movements, the market value of the investments and
accrued development profits. The Group actively monitors these exposures.
HELICAL BAR PLC REPORT & ACCOUNTS 2014 notES to tHE Financial StatEmEntS continued
101
interest rate risk
It is the Group’s policy and practice to minimise interest rate cash flow exposures on long-term financing. The Group does this by using a number of derivative
financial instruments including interest rate swaps and interest rate caps. The purpose of these derivatives is to manage the interest rate risks arising from the
Group’s sources of finance. The Group does not use financial instruments for speculative purposes.
Details of financing and financial instruments can be found in note 26.
In the year to 31 March 2014, if interest rates had moved by 0.5%, this would have resulted in the following movement to net profits and equity due to
movements in interest charges and mark-to-market valuations of derivatives.
0.5% increase - increase in net results and equity
0.5% decrease - decrease in net results and equity
group
31 march 2014
Company
31 march 2014
impact on
results
£000
5,562
(4,362)
Equity
impact
£000
5,562
(4,362)
impact on
results
£000
1,123
(516)
Equity
impact
£000
1,123
(516)
Foreign currency exchange risk
Due to its operations in Poland and its investment in a non-UK based property developer, the Group has exposure to exchange movements on foreign
currencies. helical’s management monitors its exposure to risks associated with foreign currency exchange risk and reviews any requirements to act to
minimise these risks.
In the year to 31 March 2014 the Group made foreign exchange losses of £501,000 (2013: gains of £17,000) resulting from movements in foreign exchange
rates during the year affecting its assets and liabilities related to its overseas operations.
The Group’s balance sheet translation exposure is summarised as follows:
Gross currency assets
Gross currency liabilities
Net exposure
31 march 2014
31 March 2013
Euro
(£000)
23,890
(8,398)
15,492
zloty
(£000)
1,485
(1,187)
298
US dollars
(£000)
4,960
-
4,960
Euro
(£000)
28,135
(8,921)
19,214
Zloty
(£000)
1,361
(1,112)
249
US dollars
(£000)
5,984
-
5,984
The Company’s balance sheet translation exposure is almost exclusively due to intra-group loans and is summarised as follows:
Gross currency assets
Gross currency liabilities
Net exposure
31 march 2014
31 March 2013
Euro
(£000)
11,921
-
11,921
zloty
(£000)
4,627
-
4,627
Euro
(£000)
10,853
-
10,853
Zloty
(£000)
4,507
-
4,507
The Group’s main currency exposure is to the Euro. The sensitivity of the net assets and profit of the Group to a 10% change in the value of the foreign
currencies against sterling is Euro: £1,549,000 (2013: £1,921,000), zloty: £30,000 (2013: £25,000), US dollar: £496,000 (2013: £598,000).
The sensitivity of the net assets and profit of the Company to a 10% change in the value of the foreign currencies against sterling is Euro: £1,192,000
(2013: £1,085,000), zloty: £463,000 (2013: £451,000).
36. POST BAlAnCE SHEET EVEnTS
In April 2014, the Group acquired a portfolio of ten properties for a total consideration of £40.15m, reflecting an 8.35% net initial yield.
On 10 June 2014, the Group announced the issuance of £100m of senior, unsecured guaranteed convertible bonds. The bonds will carry a coupon of 4.00%
payable semi-annually in arrears and subject to certain conditions, will be convertible in June 2019 at the option of bondholders into preference shares of the
issuer, helical Bar (Jersey) Limited, which will be automatically and mandatarily exchangeable into fully paid ordinary shares of the Company, unless a cash
settlement option is exercised at the discretion of the Company. The initial conversion price has been set at £4.9694 per share.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements 102 notES to tHE Financial StatEmEntS continued
37. PRinCiPAl ACCOUnTing POliCiES
Basis of consolidation
The Group financial statements consolidate those of helical Bar plc (the
“Company”) and all of its subsidiary undertakings (together the “Group”)
drawn up to 31 March 2014. Subsidiary undertakings are those entities over
which the Group has the ability to govern the financial and operating policies
through the exercise of voting rights. Subsidiaries are accounted for under
the purchase method and are held in the Company balance sheet at cost
and reviewed annually for impairment.
Joint Ventures are entities whose economic activities are controlled jointly by
the Group and by other ventures independent of the Group and are
accounted for using the equity method of accounting, whereby the Group’s
share of profit after tax in the Joint Venture is recognised in the
Consolidated Income Statement and the Group’s share of the Joint Venture’s
net assets are incorporated in the Consolidated Balance Sheet.
The Company’s cost of investment in Joint Ventures less any provision for
permanent impairment loss is shown in the Company Balance Sheet.
Associates are those entities over which the Group has significant influence
but which are neither subsidiaries nor joint ventures.
Intra-group balances and any unrealised gains on transactions between the
Company and its subsidiaries and between subsidiaries are eliminated.
Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred.
going concern
The accounts have been prepared on a going concern basis as explained in
the Corporate Governance review on page 51.
Revenue recognition
Rental income - rental income receivable is recognised in the Income
Statement on a straight line basis over the lease term. Any incentive for
lessees to enter into a lease agreement and any costs associated with
entering into the lease are spread over the same period.
Sale of goods - assets, such as trading properties, development sites and
completed developments, are regarded as sold upon the transfer of the
significant risks and rewards of ownership to the purchaser, in accordance
with IAS 18 Revenue. This occurs on exchange of unconditional contracts for
the sale of the site, on satisfaction of any and all conditions on a conditional
contract for the sale of the site or on completion of the contract on a
conditional sale where those conditions are satisfied at completion.
Measurements of revenue arising from the sale of such assets are derived
from the fair value of the consideration received in accordance with IAS 18
Revenue.
Construction contracts - where an asset is constructed under a specific
contract with a purchaser (a “pre-sold development”) the initial sale of the
site to that purchaser is recognised as a sale of goods in accordance with
IAS 18 Revenue, where the sale of the land is not conditional on the
construction of the buildings and is not reversible in the event that the
building is not constructed. The construction element of the contract is
treated, for the purposes of revenue recognition, as a construction contract
in accordance with IAS 11 Construction Contracts. Revenue is recognised by
reference to the stage of completion which is typically determined by
reference to project appraisals, normally supported by independent valuation
certificates provided by quantity surveyors. The Company’s principal other
responsibility on pre-sold developments is the identification of and
agreement of terms with potential tenants of the completed building(s). The
revenue recognition of this additional component of the funding agreements
is considered separately to reflect the substance of the transaction as the
rendering of services, in accordance with IAS 18 Revenue. The amount of
revenue recognised is determined by reference to the percentage of the
building(s) that are let.
Property advisory/development management services - where the Group
provides these services to the third party property site owner the Group
recognises income over the period these services are provided and in
accordance with the specific terms of the contract. If the amount of, and
payment of, the consideration for these services are contingent upon a
future event (such as sale of the property) and the Group recognises
revenue when it has provided the services, it can reliably estimate the fair
value of the consideration and upon occurrence of the relevant event, where
amounts are receivable in future periods, the amount due is discounted for
time and risk.
Investment income - revenue in respect of investment and other income
represents investment income, fees and commissions earned on an accruals
basis and the fair value of the consideration received/receivable on
investments held for the short-term. Dividends are recognised when the
shareholders’ right to receive payment has been established. Interest income
is accrued on a time basis, by reference to the principal outstanding and the
effective interest rate.
Deferred income - money received in advance of the provision of goods or
services is held in the balance sheet until the income can be recognised in
the Income Statement.
Share-based payments
The Group provides share-based payments in the form of performance share
plan awards and a share incentive plan. These payments are discussed in
greater detail in the Directors’ Remuneration Report on pages 55 to 67. The
fair value of share-based payments related to employees’ service are
determined indirectly by reference to the fair value of the related instrument
at the grant date. All share-based payment arrangements granted after 7
November 2002 that had not vested prior to 1 January 2005 are recognised
in the financial statements. The Group uses the stochastic valuation model
and the resulting value is amortised through the Consolidated Income
Statement (“Income Statement”) over the vesting period of the share-based
payments.
For the performance share plan and share incentive plan awards, where
non-market conditions apply, the expense is allocated, over the vesting
period, to the Income Statement based on the best available estimate of the
number of awards that are expected to vest. Estimates are subsequently
revised if there is any indication that the number of awards expected to vest
differs from previous estimates.
The amount charged to the Income Statement is credited to the Retained
Earnings reserve.
On exercise of the performance share plan options, the total cumulative
amount recognised in the Income Statement for the options is movement
from Retained Earnings to the Share Capital and Share Premium accounts.
On lapsing of the performance share plan options, the total cumulative
amount recognised in the Income Statement is reversed in the Income
Statement and Retained Earnings.
Depreciation
In accordance with IAS 40 Investment Property, depreciation is not provided
for on freehold investment properties or on leasehold investment properties.
The Group does not own the freehold land and buildings which it occupies.
Costs incurred in respect of leasehold improvements to the Group’s head
office at 11-15 Farm Street, London W1J 5RS are capitalised and held as
short-term leasehold improvements. Leasehold improvements, plant and
equipment are stated at cost less accumulated depreciation and any
recognised impairment loss. Residual values are reassessed annually.
Depreciation is charged so as to write off the cost of assets less residual
value, over their estimated useful lives, using the straight line method, on the
following basis:
Short leasehold improvements
Plant and equipment
- 10% or length of lease, if shorter
- 25%
HELICAL BAR PLC REPORT & ACCOUNTS 2014
notES to tHE Financial StatEmEntS continued
103
Taxation
The taxation charge represents the sum of tax currently payable and
deferred tax. The charge for current taxation is based on the results for the
year as adjusted for items which are non-assessable or disallowed. It is
calculated using rates that have been enacted or substantively enacted by
the balance sheet date. Tax payable upon realisation of revaluation gains
recognised in prior periods is recorded as a current tax charge with a release
of the associated deferred taxation.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of
taxable profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. The measurement of deferred tax
assets and liabilities reflects the tax consequences of the manner in which
the Group expects, at the balance sheet date, to recover or settle the
carrying amount of those assets and liabilities. Such assets and liabilities are
not recognised if the temporary differences arise from the initial recognition
of goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects
neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each balance
sheet date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the assets to
be recovered.
The deferred tax asset relating to share based payment awards reflects the
estimated value of tax relief available on the vesting of the awards at the
balance sheet date.
Deferred tax is determined using tax rates that have been enacted or
substantively enacted by the balance sheet date and are expected to apply
when the related deferred tax asset is realised or the deferred tax liability is
settled. It is recognised in the Income Statement except when it relates to
items credited or charged directly to equity, in which case the deferred tax is
also dealt with in equity.
The Group recognises a deferred tax liability for all taxable temporary
differences associated with investments in subsidiaries, associates and
interests in joint ventures, except to the extent that both of the following
conditions are satisfied:
a)
b)
the Group is able to control the timing of the reversal of the temporary
difference; and,
it is probable that the temporary difference will not reverse in the
foreseeable future.
Dividends
Dividend distributions to the Company’s shareholders are recognised as a
liability in the financial statements in the period in which dividends are
approved.
investment properties
Investment properties are properties owned or leased by the Group which
are held for long-term rental income and for capital appreciation. Investment
properties are initially recognised at cost, including associated transaction
costs, and revalued at the balance sheet date to fair value. These fair values
are based on market values as determined by professionally qualified
external valuers or are determined by the directors of the Group based on
their knowledge of the property. In accordance with IAS 40, investment
properties held under leases are stated gross of the recognised finance
lease liability.
Gains or losses arising from changes in the fair value of investment
properties are recognised as gains or losses on revaluation in the Income
Statement of the period in which they arise.
In accordance with IAS 40, as the Group uses the fair value model, no
depreciation is provided in respect of investment properties including integral
plant.
Property that is being constructed or developed for future use as an investment
property is treated as investment property in accordance with IAS 40.
When the Group redevelops an existing investment property for continued
future use as investment property, the property remains an investment
property measured at fair value and is not reclassified. Interest is capitalised
before tax relief until the date of practical completion.
Details of the valuation of investment properties can be found in note 15.
land, developments and trading properties.
Land, developments and trading properties held for sale are inventory and
are included in the Balance Sheet at the lower of cost and net realisable
value. Net realisable value is the estimated selling price in the ordinary
course of business less estimated costs to completion and estimated costs
necessary to make the sale.
Gross borrowing costs associated with expenditure on properties under
development or undergoing major refurbishment are capitalised. The interest
capitalised is either based on the interest paid (where a project has a
specific loan) or calculated using the Group’s weighted average cost of
borrowings (where there are no specific borrowings for the project). Interest
is capitalised from the date of commencement of the development work until
date of practical completion.
investments
Available-for-sale investments are revalued to fair value at the balance sheet
date. Gains or losses arising from changes in fair value are recognised in the
Statement of Comprehensive Income except to the extent that losses are
attributable to impairment below historic cost, in which case they are
recognised in the Income Statement. Upon disposal, accumulated fair value
adjustments are included in the Income Statement.
Held for sale investments
Investments are defined as held for sale when the Group intends to sell the
investment and if sale is highly probable. Such held for sale investments are
measured at the lower of their carrying amounts immediately prior to their
classification as held for sale and their fair value less costs to sell.
Trade receivables
Trade receivables do not carry any interest and are stated initially at fair value
and subsequently at amortised cost as reduced by appropriate allowances
for estimated irrecoverable amounts.
Cash and cash equivalents
Cash and cash equivalents are carried in the Balance Sheet at amortised
cost. For the purposes of the cash flow statement, cash and cash equivalents
comprise cash in hand, deposits with banks, cash held at solicitors, cash in
blocked accounts and other short-term, highly liquid investments with original
maturities of three months or less.
Trade and other payables
Trade and other payables are not interest bearing and are initially recognised
at fair value and subsequently at amortised cost.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeFinancial statements 104 notES to tHE Financial StatEmEntS continued
Borrowing and borrowing costs
Interest bearing bank loans and overdrafts and the Group’s retail bond are
initially recorded at fair value, net of finance and other costs yet to be
amortised in accordance with IAS39. Embedded derivatives contained within
the borrowing agreements are treated in accordance with IAS39.
Borrowing costs directly attributable to the acquisition and construction of
new developments and investment properties are added to the costs of such
properties until the date of completion of the development or investment.
After initial recognition borrowings are carried at amortised cost. This
treatment has been adopted since transition to IFRS.
Gains or losses on extinguishing debt are recognised in the Income
Statement in the period in which they occur.
Derivative financial instruments
Derivative financial assets and financial liabilities are recognised on the
Balance Sheet when the Group becomes a party to the contractual
provisions of the instrument.
The Group enters into derivative transactions such as interest rate caps and
floors, and forward foreign currency contracts in order to manage the risks
arising from its activities. Derivatives are initially recorded at fair value and
are subsequently remeasured to fair value based on market prices, estimated
future cash flows and forward rates as appropriate. Any change in the fair
value of such derivatives is recognised immediately in the Income Statement.
Further information on the categorisation of financial instruments can be
found in note 35.
leases
Leases are classified according to the substance of the transaction. A lease
that transfers substantially all the risks and rewards of ownership to the
lessee is classified as a finance lease. All other leases are classified as
operating leases.
In accordance with IAS 40, finance leases of investment property are
accounted for as finance leases and recognised as an asset and an
obligation to pay future minimum lease payments. The investment property
asset is included in the Balance Sheet at fair value, gross of the recognised
finance lease liability. Lease payments are allocated between the liability and
finance charges so as to achieve a constant financing rate.
In accordance with IAS17, operating leases receipts are spread on a
straight-line basis over the length of the lease.
Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at
the date of the transaction. Monetary assets and liabilities in foreign currencies
are translated at the rates of exchange ruling at the balance sheet date.
Non-monetary items that are measured at historical cost in a foreign currency
are translated at the exchange rate at the date of the transaction.
Any exchange differences arising on the settlement of monetary items or on
translating monetary items at rates different from those at which they were
initially recorded are recognised in the Income Statement in the period in
which they arise. Exchange differences on non-monetary items are
recognised in the Statement of Comprehensive Income to the extent that
they relate to a gain or loss on that non-monetary item which is included in
the Statement of Comprehensive Income, otherwise such gains and losses
are recognised in the Income Statement.
The assets and liabilities in the financial statements of foreign subsidiaries
are translated at the rate of exchange ruling at the balance sheet date.
Income and expenses are translated at the average rate. The exchange
differences arising from the retranslation of the opening net investment in
subsidiaries are recognised in Other Comprehensive Income. On disposal of
a foreign operation the cumulative translation differences (including, if
applicable, gains and losses on related hedges) are transferred to the
Income Statement as part of the gain or loss on disposal.
net asset values per share
Net asset values per share have been calculated in accordance with the best
practice recommendations of the European Public Real Estate Association
(“EPRA”).
Earnings per share
Earnings per share have been calculated in accordance with IAS 33 and the
best practice recommendations of EPRA.
Employee Share Ownership Plan Trust
Shares held in the helical Bar Employee Share Ownership Plan Trust
(“ESOP”) are shown as a deduction in arriving at equity funds. Assets,
liabilities and reserves of the ESOP are included in the statutory headings to
which they relate. Purchases and sales of own shares increase or decrease
the book value of “Own shares held” in the Balance Sheet. At each period
end the Group assesses and recognises the value of “Own shares held” with
reference to the expected cash proceeds and accounts for movement
between book value and fair value as a reserves transfer.
Use of estimates and judgements
To be able to prepare accounts according to the accounting principles,
management must make estimates and assumptions that affect the asset
and liability items and revenue and expense amounts recorded in the
financial statements. These estimates are based on historical experience and
various other assumptions that management and the Board of Directors
believe are reasonable under the circumstances. The results of these
considerations form the basis for making judgements about the carrying
value of assets and liabilities that are not readily available from other
sources.
Areas requiring the use of estimates and critical judgement that may
significantly impact on the Group’s earnings and financial position are:
- recognition of property management/development management service
income includes subjective assumptions such as assessment of
contingent events and time value of money for future payments (note 2);
- valuation of investment properties, where external valuers are used to
provide third party valuations (note 15);
- recognition of share-based payments which is dependent upon the
estimated number of performance share plan awards that will vest at the
end of the performance periods (note 29);
- calculation and assessment of the recoverability of deferred tax assets,
where it has been assumed that sufficient taxable profits will be available
in future periods to allow all of the assets to be recovered (note 11);
- the provision for future bonuses payable under the Annual Bonus scheme;
- assessment of whether option and forward contracts entered into by the
Group fall within the scope of IAS 39 (note 32). This involves assessing
whether a contract can be settled net in cash or whether associated
properties are readily convertible into cash;
- assessment of whether forward sales meet the criteria for revenue
recognition of IAS18 (note 2). In particular, whether the inflow of future
economic benefits is probable or not;
- valuation of the investment in a property developer which is based on a
valuation method (note 21); and
- directors’ valuation of land, development and trading properties include
subjective assumptions including the results of future planning decisions
and future sales values and timings (note 20).
HELICAL BAR PLC REPORT & ACCOUNTS 2014 FIve yeaR RevIeW
CoNsoLI dated INCoM e stateMeNts
105
Revenue
Net rental income
Development profit/(loss)
Provisions against stock
Trading profit/(loss)
Share of results of joint ventures
Other income/(expense)
31.3.14
£000
123,637
24,402
62,273
552
252
16,448
230
gross profit/(loss) before gain/(loss) on investment properties
104,157
Gain/(loss) on sale of investment properties
Revaluation surplus/(deficit) on investment properties
Impairment of available-for-sale investments
Administrative expenses excluding performance related awards
Performance related awards
Finance costs
Finance income
Movement in fair value of derivative financial instruments
Foreign exchange (losses)/gains
Profit/(loss) before tax
Tax
Profit/(loss) after tax
8,611
20,714
(88)
(8,816)
(17,860)
(13,983)
4,135
5,312
(501)
101,681
(14,126)
87,555
31.3.13
£000
65,439
19,578
7,616
(660)
(1)
3,854
(547)
29,840
(2,388)
3,723
-
(8,092)
(6,828)
(9,577)
887
(2,573)
17
5,009
815
5,824
31.3.12
£000
52,968
17,876
5,166
(4,511)
-
2,472
113
21,116
(376)
3,664
-
(7,385)
(415)
(8,409)
583
(306)
(1,064)
7,408
158
7,566
31.3.11
£000
119,059
14,187
(1,729)
31.3.10
£000
67,354
14,151
8,748
(14,913)
(10,041)
(367)
2,886
(358)
(294)
4,842
2,670
(1,817)
(7,312)
262
(6,992)
652
1,776
(67)
(6,280)
2,391
(3,889)
(10)
3,745
26
16,619
(4,909)
13,104
-
(7,202)
(1,478)
(9,328)
1,039
1,157
(1,127)
7,875
1,711
9,586
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeInvestor InformatIon 106 FivE yEar rEvi EW continued
See-through property portfolio at fair value
See-through net borrowings
Shareholders’ funds
Dividend per ordinary share
Special dividend per ordinary share
Diluted EPRA earnings/(loss) per ordinary share
Diluted adjusted EPRA net assets per share
31.3.14
£000
801,712
369,644
340,527
5.70p
-
32.5p
313p
31.3.13
£000
626,425
286,314
253,768
5.25p
-
2.4p
264p
31.3.12
£000
572,670
279,999
253,730
4.90p
-
3.4p
250p
31.3.11
£000
532,158
241,988
255,397
2.00p
-
(6.4p)
253p
31.3.10
£000
495,114
228,682
242,607
7.25p
-
2.9p
272p
HELICAL BAR PLC REPORT & ACCOUNTS 2014 see thRoUgh a NaLysIs
107
SEE-THROUgH nET REnTAl inCOmE AnD PROPERTY OVERHEADS
helical’s share of the gross rental income, head rents payable and property overheads from property assets held in subsidiaries and in joint ventures are
shown in the table below.
Gross rental income
Total gross rental income
Rents payable
Property overheads
Net rental income attributable to profit share partner
– subsidiaries
– joint ventures
– subsidiaries
– joint ventures
– subsidiaries
– joint ventures
2010
£000
18,881
1,106
19,987
(12)
(406)
(3,732)
-
(986)
2011
£000
18,590
5,531
24,121
(24)
(1,000)
(3,662)
(941)
(717)
2012
£000
23,058
6,645
29,703
(418)
(848)
2013
£000
25,816
6,193
32,009
(342)
(802)
(3,938)
(5,186)
(737)
(826)
(510)
(710)
See-through net rental income
14,851
17,777
22,936
24,459
SEE-THROUgH DEVElOPmEnT PROFiTS
helical’s share of development profits from property assets held in subsidiaries and in joint ventures are shown in the table below.
In parent and subsidiaries
In joint ventures
Total gross development profit
Provision against stock
See-through development profits
2010
£000
8,748
430
9,178
(10,041)
(863)
2011
£000
(1,729)
-
(1,729)
(14,913)
(16,642)
2012
£000
5,166
-
5,166
(4,511)
655
SEE-THROUgH nET gAin On SAlE AnD REVAlUATiOn OF inVESTmEnT PROPERTiES
2010
£000
Revaluation surplus on investment properties
– subsidiaries
13,104
– joint ventures
-
Total revaluation surplus
Net (loss)/gain on sale of investment properties
– subsidiaries
– joint ventures
Total net (loss)/gain on sale of investment properties
See-through net gain on sale and revaluation
of investment properties
13,104
(4,909)
-
(4,909)
8,195
2011
£000
2,670
798
3,468
4,842
-
4,842
8,310
2012
£000
3,664
581
4,245
(376)
-
(376)
3,869
2013
£000
7,616
-
7,616
(660)
6,956
2013
£000
3,723
3,109
6,832
(2,388)
-
(2,388)
4,444
2014
£000
29,994
6,601
36,595
(476)
(625)
(4,328)
(539)
(788)
29,839
2014
£000
62,273
2,199
64,472
552
65,024
2014
£000
20,714
15,710
36,424
8,611
(31)
8,580
45,004
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeInvestor InformatIon 108 SEE tHrougH analySiS continued
SEE-THROUgH nET FinAnCE COSTS
helical’s share of the interest payable, finance charges, capitalised interest and interest receivable on bank borrowings and cash deposits in subsidiaries and in
joint ventures are shown in the table below.
2010
£000
Interest payable on bank loans and overdrafts
– subsidiaries
10,956
Total interest payable on bank loans and overdrafts
Other interest payable and similar charges
Interest capitalised
Total finance costs
Interest receivable and similar income
See-through net finance costs
– joint ventures
– subsidiaries
– subsidiaries
– subsidiaries
– joint ventures
492
11,448
1,568
(3,196)
9,820
(1,039)
(2)
8,779
2011
£000
9,690
1,704
11,394
1,481
(4,179)
8,696
(652)
(11)
8,033
2012
£000
10,808
2,223
13,031
901
(3,300)
10,632
(583)
(12)
2013
£000
10,445
2,269
12,714
1,658
(2,526)
11,846
(887)
(66)
10,037
10,893
SEE-THROUgH PROPERTY PORTFOliO
helical’s share of the investment, trading and development property portfolio in subsidiaries and joint ventures are shown in the table below.
2010
£000
2011
£000
2012
£000
326,876
67,187
2013
£000
312,026
94,962
394,063
406,988
– subsidiaries
219,901
– joint ventures
45,300
265,201
182,576
Investment property
Total investment property
Trading and development stock
– subsidiaries
Total trading and development stock
Trading and development stock surplus
– subsidiaries
196,922
32,991
– joint ventures
-
– joint ventures
14,346
Total trading and development stock surpluses
Total trading and development stock at fair value
See-through property portfolio
32,991
229,913
495,114
271,876
65,870
337,746
147,542
14,434
161,976
32,436
-
32,436
194,412
532,158
99,741
44,324*
144,065
33,107
1,435
34,542
178,607
572,670
*Trading and development stock of joint ventures includes the Group’s share of development stock of helical Sosnica Sp. zoo (see note 19).
SEE-THROUgH nET BORROWingS
helical’s share of borrowings and cash deposits in parent and subsidiaries and joint ventures are shown in the table below.
2010
£000
In parent and subsidiaries
– gross borrowings less than one year
72,459
– gross borrowings more than one year
170,229
In joint ventures
– gross borrowings less than one year
Total
– gross borrowings more than one year
Total
242,688
1,852
27,900
29,752
2011
£000
37,500
199,917
237,417
3,100
36,936
40,036
2012
£000
59,203
203,992
263,195
1,500
54,342*
55,842
In parent and subsidiaries
Cash and cash equivalents
(39,800)
(31,327)
(35,411)
(36,863)
In joint ventures
Cash and cash equivalents
(3,958)
(4,138)
(3,627)
(9,793)
See-through net borrowings
228,682
241,988
279,999
286,314
*Gross borrowings in joint ventures include the Group’s share of borrowings of helical Sosnica Sp. zoo (see note 19).
92,874
76,698*
169,572
48,837
1,028
49,865
219,437
626,425
2013
£000
39,295
220,446
259,741
720
72,509*
73,229
2014
£000
14,298
3,051
17,349
2,520
(2,835)
17,034
(4,135)
(539)
12,360
2014
£000
493,201
107,504
600,705
98,160
75,368*
173,528
25,719
1,760
27,479
201,007
801,712
2014
£000
1,275
374,811
376,086
12,453
60,134*
72,587
(63,237)
(15,792)
369,644
HELICAL BAR PLC REPORT & ACCOUNTS 2014 PRoP eRty PoRtFoLIo
109
inVESTmEnT PORTFOliO
london offices
Address
Description
Area sq ft (NIA)
Vacancy rate
Shepherds Building, Shepherds Bush,
London W14
Multi-let office building. Let to media
companies
Barts Square, London EC1
The Bower, 207 Old Street,
London, EC1
New Loom house, London E1
Maple house, London EC1
Artillery Lane, London E1
Clifton Street, London EC2
NhS buildings with planning consent
for 225,500 sq ft office, 215 residential
apartments and 21,800 sq ft retail/leisure
Office and retail buildings undergoing
refurbishment and extension
Multi-let office building soon to undergo
refurbishment
Office refurbishment scheme due for
completion in June 2015
17,000 sq ft office building with refurbishment
potential
Contract to buy a newly constructed office
building following completion in summer 2015
Enterprise house, London W2
Office building let to Network Rail for 20 years
One King Street, London W6
Recently refurbished office and retail building
adjacent to hammersmith Broadway
The Powerhouse, Chiswick, London W4
Single let music recording/office building
151,000
420,000
284,000
112,000
50,000
17,000
43,000
45,000
35,000
24,000
1,181,000
regional offices
Address
Churchgate and Lee house,
Manchester
Description
Multi-let city centre office building, Manchester
with refurbishment and asset management
potential
Area sq ft (NIA)
250,000
Fordham, Newmarket
Single let research and development facility
The hub, Pacific Quay, Glasgow
Multi-let office building
Manor Royal, Crawley
Manor Park, Reading
Single let office building
Office building let to Thames Water
Phoenix house, Oldham
Offices let to the Secretary of State
Osprey house, Castle Donnington
Offices let to National Grid
Albert Edward house, The Pavillions,
Preston
St. Mary’s Court, 55 St. Mary’s Road,
Sheffield
Multi-let office building
Single let office building
industrial
Address
Dales Manor Business Park, Sawston
Cambridge
Winterhill Industrial Estate, Milton
Keynes
Description
Industrial and office park
Town centre industrial estate
Walkmill Lane, Cannock
Single let warehouse
Unit 1, Centrum 100, Burton Upon
Trent
Unit 7 Badby Park, Newnham Drive,
Daventry
Aspect, Nottinghamshire Way, West
Moor, Doncaster
Single let distribution centre
Single let distribution centre
Single let distribution centre
Sandal Stones Road, Doncaster
Single let warehouse
Meridian South, Leicester
Unit B, Swift Park, Rugby
Single let distribution centre
Single let distribution centre
Calver Quay, Calver Road, Warrington
Two single let warehouse
70,000
60,000
48,000
36,000
60,000
25,000
39,000
15,000
603,000
Area sq ft (NIA)
19,000
25,000
147,000
93,000
45,000
123,000
154,000
66,000
45,000
71,000
788,000
1%
4%
56%
24%
100%
9%
n/a
0%
0%
0%
Vacancy rate
27%
0%
7%
0%
0%
0%
0%
30%
0%
Vacancy rate
11%
0%
0%
0%
0%
0%
0%
0%
0%
0%
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeInvestor InformatIon 110 propErty portFolio continued
retail
Address
Description
Area sq ft (NIA)
Vacancy rate
The Morgan Quarter, Cardiff
Prime retail parade and listed retail arcades
with residential above
78-104 Town Square, Basildon
high street retail parade with offices above
The Guineas, Newmarket
Town centre shopping centre
Idlewells Shopping Centre,
Sutton in Ashfield
Corby Town Centre, Corby
Covered town centre shopping centre
Town centre including modern shopping
centre, original high Street, retail park and
residential
Clyde Shopping Centre, Clydebank
Town centre shopping centre
huddersfield Retail Park,
huddersfield
Retail park
Otford Retail Park, Sevenoaks
Retail park
Ty-glas Road, Cardiff
Single-let DIy store
Upton Road, Birkenhead
Out of town supermarket
Beckett Street, Doncaster
Out of town supermarket
Penny Street, Lancaster
Town centre bank branch
Unicorn hill, Redditch
Pub let to JD Wetherspoons
226,000
54,000
142,000
143,000
781,000
625,000
97,000
42,000
42,000
16,000
7,000
14,000
12,000
2,201,000
5%
14%
5%
1%
4%
4%
0%
0%
0%
0%
0%
0%
0%
DEVElOPmEnT PROgRAmmE
offices
Address
Area sq ft (NIA)
Fund/owner
Helical interest
Type of development
Creechurch Place, London EC3
273,000
helical/hOOPP
100%
St Vincent Street, Glasgow
220,000
M&G Investments
Dev Man
Existing building demolished. Starting on site
in 2014
Creation of new office headquarters with local
partner
Botleigh Grange, hedge End
Southampton
industrial
Address
Ropemaker Park, hailsham
retail
Address
23,000
helical
100%
New build regional hQ office
516,000
Area sq ft (NIA)
Fund/owner
Helical interest
Type of development
3,217
3,217
helical
90%
New build - completed
Area sq ft (NIA)
Helical interest
Type of development
Parkgate, Shirley, West Midlands
158,000
C4.1 Milton Keynes
Leisure Plaza, Milton Keynes
33,000
161,000
352,000
50%
50%
50%
Consented food store, retail and residential.
Construction underway.
Remaining retail and office units, part let
Construction of an 80,000 sq ft supermarket,
33,000 retail and the refurbishment of an
existing ice-rink
HELICAL BAR PLC REPORT & ACCOUNTS 2014 propErty portFolio continued
111
retirement villages
Address
Bramshott Place, Liphook,
hampshire
Durrants Village, Faygate, horsham
Millbrook Village, Exeter
Maudslay Park, Great Alne,
Warwickshire
Change of use potential
Address
Cawston, Rugby
Arleston, Telford
developments
Address
King Street, hammersmith,
London W6
retail - poland
Address
Park handlowy Mlyn, Wroclaw
Europa Centralna, Gliwice
Units
151
171
164
150
636
Helical interest
Type of development
100%
100%
100%
100%
138 units sold, 5 under offer. Construction of
all phases completed
10 units exchanged or completed, 12 under
offer. First phase under construction
First phase under construction, 17 units
reserved
First phase under construction, 5 units
reserved
Area
Helical interest
Type of development
32 acres
19 acres
51 acres
100%
100%
Site with planning consent to build 250 open market homes
19 acre greenfield site with residential potential
Area sq ft (NIA)
Helical interest
Type of development
357,000
357,000
50%
Planning permission received for residential, office, retail and leisure
scheme
Area sq ft (NIA)
Fund/owner
Helical interest
Type of development
103,000
720,000
823,000
helical
helical/ Standard Life
100%
50%
Completed development, fully let
Completed development
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeInvestor InformatIon 112
shaRehoLdeR INFoRMatIoN
The report and financial statements, share price information, Company
presentations, the financial calendar, corporate governance, contact details
and other investor information on the Group are available in the ‘Investors’
and ‘About us’ areas of our website www.helical.co.uk.
DiViDEnDS
Dividend payment dates on the Company’s Ordinary 1p shares in 2013 were
as follows:
REgiSTRAR
All general enquiries concerning holdings of ordinary shares in helical Bar
plc should be addressed to the Company’s Registrar:
Capita Asset Services
The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU
Telephone: 0871 664 0300*
Fax: 020 8639 2220
From outside the UK +44(0) 20 8639 3399
Website: www.capitaassetservices.com
Email: shareholder.services@capita.co.uk
* calls cost 10p per minute plus network extras. Lines are open between 9.00 a.m. and 5:30
p.m., Monday to Friday.
E-COmmUniCATiOn
Shareholders and all interested parties may choose to be alerted about
updates to the Financial Reports, Results, Press Releases and Event
Calendar sections of the Group’s website by subscribing to the Alert Service
in the ‘News’ area of our website at www.helical.co.uk.
PAYmEnT OF DiViDEnDS
Shareholders whose dividends are not currently paid to mandated accounts
may wish to consider having their dividends paid directly into their bank or
building society account. This has a number of advantages, including the
crediting of cleared funds into the nominated account on the dividend
payment date. If shareholders would like their future dividends to be paid in
this way, they should complete a mandate instruction available from the
Registrars. Under this arrangement tax vouchers are sent to the
shareholder’s registered address.
DiViDEnDS FOR SHAREHOlDERS RESiDEnT OUTSiDE
THE UK
Instead of waiting for a sterling cheque to arrive by mail, you can ask us to
send your dividends direct to your bank account. For information, contact the
Company’s Registrar.
DiViDEnD REinVESTmEnT PlAn (DRiP)
The Company offers shareholders the option to participate in a DRIP. This
enables shareholders to reinvest their cash dividends in helical Bar plc
shares.
For further details, contact the Company’s Registrar.
For participants in the DRIP, key dates of forthcoming dividends can be found
in the online financial calendar in the ‘Investors’ area at www.helical.co.uk.
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 a charity,
ShareGift, (registered charity 1052686), which specialises in using such
holdings for charitable benefit.
Further information about ShareGift is available at www.sharegift.org or by
writing to: ShareGift, PO Box 72253, London, SW1P 9LQ.
Email: help@sharegift.org. Telephone: 020 7930 3737.
Dividend
Record
date
Payment
date
2012/13 Final
5 July 2013
26 July 2013
2013/14 Interim 6 December 2013
27 December 2013
Dividend payment dates in 2014 will be as follows:
Dividend
Record
date
Payment
date
2013/14 Final
4 July 2014
30 July 2014
2014/15 Interim December 2014
December 2014
Amount
3.70p
2.00p
Amount
4.75p
UnSOliCiTED inVESTmEnT ADViCE - WARning TO
SHAREHOlDERS
Many companies have become aware that their shareholders have received
unsolicited phone calls or correspondence concerning investment matters.
These are typically from overseas-based ‘brokers’ who target UK
shareholders offering to sell them what often turn out to be worthless or high
risk shares in US or UK investments. They can be very persistent and
extremely persuasive. It is not just the novice investor who has been duped in
this way; many of the victims had been successfully investing for several
years. Shareholders are advised to be very wary of any unsolicited advice,
offers to buy shares at a discount or offers of free reports into the Company.
If you receive any unsolicited investment advice:
• Make sure you get the correct name of the person and organisation.
• Check that they are properly authorised by the FCA (Financial Conduct
Authority) before getting involved.
you can check at www.fca.org.uk/consumers.
• Report the matter to the FCA either by calling 0800 111 6768 or by
completing an online form at:
www.fca.org.uk/consumers/scams/investment-scams/share-fraud-and-
boiler-room-scams/reporting-form.
If you deal with an unauthorised firm, you would not be eligible to receive
payment under the Financial Services Compensation Scheme. Also keep in
mind that some fraudsters use the name of genuine firms or individuals on
the FCA Register to suggest that they are legitimate. however, authorised
firms are unlikely to contact you out of the blue offering to buy or sell shares.
SHARE PRiCE inFORmATiOn
The latest information on the helical Bar plc share price is available on our
website www.helical.co.uk.
REgiSTERED OFFiCE
11-15 Farm Street, London, W1J 5RS
Registered in England and Wales No. 156663.
HELICAL BAR PLC REPORT & ACCOUNTS 2014
gLossaRy oF teRMs
113
Average unexpired lease term
The average unexpired lease term expressed in years.
Capital value (psf)
Company or Helical
Diluted EPRA earnings per share
Diluted EPRA net assets per share
The open market value of the property divided by the area of the property in square feet.
helical Bar plc.
Earnings per share adjusted to exclude losses/gains on sale and revaluation of investment properties and
their deferred tax adjustments, the tax on loss/profit on disposal of investment properties, trading property
losses/profits, impairment of available-for-sale investments and fair value movements on derivative
financial instruments, on a diluted basis. Details of the method of the calculation of the diluted EPRA
earnings per share are available from EPRA.
Diluted net asset value per share adjusted to exclude fair value of financial instruments and deferred tax
on capital allowances and on investment properties revaluation, but including the fair value of trading and
development properties in accordance with the best practice recommendations of EPRA.
Diluted EPRA triple net asset value per share Diluted EPRA net asset value per share adjusted to include fair value of financial instruments and
deferred tax on capital allowances and on investment properties revaluation.
Diluted figures
Reported amounts adjusted to include the effects of potential shares issuable under the employee share
option schemes.
Earnings per share (EPS)
Profit after tax divided by the weighted average number of ordinary shares in issue.
EPRA
Equivalent yield
European Public Real Estate Association.
The constant capitalisation rate which, if applied to all cash flows from an investment property, including
current rent, reversions to current market rent and such items as voids and expenditures, equates to the
market value. Assumes rent is received in arrears.
Estimated rental value (ERV)
The market rental value of lettable space as estimated by the Group’s valuers at each balance sheet date.
gearing
group
initial yield
iPD
The normal value of Group borrowings expressed as a percentage of net assets
helical Bar plc and its subsidiaries.
Annualised net rents on investment properties as a percentage of the investment property valuation.
The Investment Property Databank Limited (IPD) is a company that produces a number of independent
benchmarks of unleveraged commercial property returns.
net assets value per share (nAV)
Equity shareholders’ funds divided by the number of ordinary shares at the balance sheet date.
net gearing
Passing rent
Reversionary
See-through
Total property return
Total return
Total borrowings less short-term deposits and cash as a percentage of equity shareholders’ funds.
The annual gross rental income excluding the net effects of straightlining lease incentives.
The income/yield from the full estimated rental value of the property on the market value of the property
grossed up to include purchaser’s costs, capital expenditure and capitalised revenue expenditure.
The net rental income, net finance cost, property portfolio and net borrowings of the Group and the
Group’s share in its Joint Ventures.
The total of net rental income, trading and development profits and net gain on sale and revaluation of
investment properties on a See-through basis.
Growth in EPRA NAV plus dividends paid. This can be expressed as a percentage of EPRA NAV per
share at the beginning of the period.
Total shareholder return (TSR)
The growth in the ordinary share price as quoted on the London Stock Exchange plus dividends per share
received for the period expressed as a percentage of the share price at the beginning of the period.
True equivalent yield
Unleveraged returns
The constant capitalisation rate which, if applied to all cash flows from an investment property, including
current rent, reversions to current market rent and such items as voids and expenditures, equates to the
market value. Assumes rent is received quarterly in advance.
Total property gains and losses (both realised and unrealised) plus net rental income expressed as a
percentage of the total value of the properties.
HELICAL BAR PLC REPORT & ACCOUNTS 2014INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeInvestor InformatIon 114
FINaNCIaL CaLe NdaR
Year ended 31 march 2014
Annual General Meeting to be held on 25 July 2014
Final ordinary dividend payable
30 July 2014
Half year ending 30 September 2014
Results and interim ordinary dividend announced November 2014
Interim ordinary dividend payable December 2014
Year ending 31 march 2015
Results and final dividend announced May 2015
Final ordinary dividend payable July 2015
advIsoRs
Registrars
Bankers
joint stockbrokers
Auditors
merchant bankers
Corporate solicitors
Capita Asset Services
Aareal Bank AG
Barclays Bank PLC
Deutsche Bank AG
Deutsche hypothekenbank AG
Deutsche Pfandbriefbank AG
hSBC Bank plc
The Royal Bank of Scotland plc
J.P. Morgan Cazenove
Oriel Securities Limited
Grant Thornton UK LLP
Lazard & Co., Limited
Ashurst LLP
heLICaL BaR PLC report & accounts 2014
heLICaL BaR PLC report & accounts 2014
115
heLICaL BaR PLC report & accounts 2014
INTRODUCTIONFINaNCIal sTaTemeNTssTRaTegIC RepORTINvesTOR INFORmaTIONgOveRNaNCeInvestor InformatIon 116
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heLICaL BaR PLC report & accounts 2014
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Helical Bar plc
Registered Office
11-15 Farm Street
London, W1J 5RS
Tel: 020 7629 0113
Fax: 020 7408 1666
email: info@helical.co.uk
www.helical.co.uk