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THE MIDLANDS
INVESTOR
Annual Report and Accounts 2017
Annual report and Accounts 2017
Image courtesy of Birmingham City Council
REAL ESTATE
INVESTORS PLC
(“REI Plc”) is a publicly-quoted property
investment company, operating as a Real Estate
Investment Trust. With a geographical focus on
Birmingham and the wider Midlands, our mixed
portfolio is diversified by property type and
occupier and valued at
+£200M
Governance
Board of Directors & Management
Corporate Governance Report
Directors’ Remuneration Report
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Strategic report
Our Region
At a Glance
Investment Proposition
Chairman’s and
Chief Executive’s Report
Our Business Model and Strategy
Our Portfolio
Property Report
Finance Director’s Report
Directors’ Report
Group Strategic Report
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Financial statements
Independent Auditor’s Report to
The Members of Real
Estate Investors Plc
Consolidated Statement of
Comprehensive Income
Consolidated Statement of
Changes in Equity
Company Statement of Changes
in Equity
Consolidated Statement of
Financial Position
Company Statement of
Financial Position
Consolidated Statement of
Cash Flows
Company Statement of Cash Flows
Notes to the Financial Statements
Our Advisers
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61
THE MIDLANDS
INVESTOR
Annual Report and Accounts 2017
Transformational infrastructure projects, high-profile events
and large employers relocating employees from London
are giving Birmingham and the West Midlands a renewed
sense of confidence and optimism.
REBIRTH
OF A REGION
Coventry
2021
City of Culture
HSBC
will transfer 1,000
jobs from London to
Birmingham Arena
Central
HS2
reduces the journey times to
around 49 minutes between
Birmingham and London
Image courtesy of Birmingham City Council
£500M
investment plan by
Midland car maker
Aston Martin, to
increase trade
with Japan
Host of the
2022
Commonwealth Games
£600M
transformation of
New Street Station with the
opening of Grand Central
and flagship John Lewis store
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
OUR REGION
Bringing our region
TO LIFE
Overview
Shaking off its image as a declining concrete jungle,
Birmingham is experiencing an unprecedented period
of change as billions of pounds in investment transform
the city.
Headed by its first metro mayor, Andy Street, the
West Midlands Combined Authority (“WMCA”) is
committed to cementing the region’s standing as an
economic powerhouse. Birmingham is increasingly
recognised as one of Europe’s great cities, and its
hosting of the 2022 Commonwealth Games provides
an unprecedented opportunity to showcase the city
and its surroundings to a global audience. The wider
region is also seeing a resurgence, driven by the
ongoing success of employers such as Jaguar Land
Rover Group, and acknowledged with the recent
selection of Coventry as the 2021 UK City of Culture.
Situated at the heart of the UK’s motorway and rail
network, the HS2 high-speed rail links will boost the
region’s connectivity and strengthen its position as an
attractive place to live and work.
Notwithstanding the economic and political uncertainty
following the EU referendum, the UK has continued to
see low unemployment. In the year to June 2017, the
West Midlands saw workforce jobs increase by
110,000, the largest rise in the UK by a significant
margin, and the number of active businesses in
Birmingham was up by 13.5% on 2016, 3x the UK
growth rate.
Investors have continued to deploy significant amounts
of capital into real estate, with the weak pound serving
to increase the proportion of inward investment from
overseas (see Chart 1). According to Property Data,
investment in the West Midlands reached £2.4 billion
in the year to September 2017, with availability of stock
the limiting factor rather than any shortage of demand
across real estate sectors. In cities such as Birmingham,
investors can access strong covenants in high-quality
assets, but at yields that are higher than in London.
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£2.4BN
investment in the
West Midlands
Infrastructure
The region continues to see exceptional levels of
investment in infrastructure, with prestigious projects such
as the £600 million metamorphosis of New Street
station and HS2 signalling Greater Birmingham’s status
as a world-class destination.
The busiest station outside of London, Birmingham
New Street now has an annual capacity of 52 million
passengers per year, and connects to the Midland
Metro tram system, itself the subject of further
expansion.
By cutting the journey time to London from 72 to
49 minutes, the £50+ billion HS2 rail link will make
Birmingham an integral part of the capital’s commuter
belt. With new stations being built in central
Birmingham and Solihull, this once in a generation
investment is spurring a wave of regeneration projects
across the region, spanning housing schemes, office
developments and connectivity projects.
The redevelopment of Snow Hill station will further
enhance visitors’ first impressions of Birmingham, and
the expansion of the Midland Metro will improve
connectivity to and within the city.
Chart 1: Source of capital
Source: Knight Frank/Property Data
UK property companies
Overseas investors
UK institutions
Owner occupiers, others
Private investors
4%
13%
15%
41%
27%
Chart 2: Destination of capital
Source: Knight Frank/Property Data
Industrial
Specialist
Office
Retail
Leisure
12%
15%
33%
18%
22%
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
OUR REGION
CONTINUED
An emerging
ECONOMY
Attracting a plethora of premium new names to the city,
including anchor tenant John Lewis, the opening of the
iconic Grand Central shopping centre confirms
Birmingham’s standing as a prime shopping destination.
Birmingham is the only city outside of London to host
John Lewis, Selfridges, Harvey Nichols, Debenhams
and House of Fraser. Having more than 1,000 shops
within a 20-minute walk of the centre serves to enhance
Birmingham’s appeal.
The rise of e-commerce is driving a convergence
between the retail and industrial sectors, as traditional
and online-focused retailers expand supply chain
infrastructure. Its geographical location and proximity
to major motorways have meant the Midlands has
become a pre-eminent logistics hub. Take-up of
industrial units reached 14.3 million sq ft in 2016,
12% above the 5-year average, and retail logistics
accounted for half of this.
The food and beverage scene is also thriving, driven by
economic confidence as well as the growth of city centre
living. Boasting more Michelin-starred restaurants than any
other city outside of London, the city offers a vibrant mix
that caters to all tastes and budgets. Pop-up restaurants
and quirky bars are opening in areas that were once off
the beaten track, which are now emerging as popular
destinations amongst young professionals, thanks to the
transformation of the city’s infrastructure.
Birmingham’s culinary profile is set to be boosted further
by institutions such as the infamous Ivy Restaurant signing
a 25-year lease for a city centre business district branch
of its high-end eatery, due to open in Spring 2018.
With greater competition for ground floor retail space,
prime rents in Birmingham have grown over the last 5
years from around £20 per sq ft to more than £40 per
sq ft, higher than those in Manchester, Leeds,
Edinburgh, Bristol and Belfast.
Elsewhere in the region, developments such as the
Resorts World casino, hotel and retail complex in
Solihull are creating new destinations.
Birmingham has long been a major destination for
business visitors, with the National Exhibition Centre
(“NEC”) and International Convention Centre (“ICC”)
hosting over 320 exhibitions per year.
More recently, major office development areas such as
Snowhill, Paradise and Arena Central are changing
Birmingham’s skyline and attracting high-profile
occupiers, including HSBC, Deutsche Bank and the
Government Property Unit, which is creating a regional
hub to house employees from the Department of Work
& Pensions and HM Revenue & Customs. A key element
of the virtuous circle of Birmingham’s renaissance, such
moves underline – and contribute to – the wealth of
talent in the region, as well as the attraction of the area
as a quality place to live and work. With the highest
number of employees of any city outside London,
Birmingham was ranked as having the highest quality of
life of any English city outside the capital and named
the ‘most rapidly improving city in the country in which
to live and work’.
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Birmingham was the top destination for people
relocating from London in 2016. Enhanced career
prospects for the likes of lawyers, bankers, accountants
and civil servants, house prices, commuting times, good
schools and universities and amenities all add to the
appeal of the area. Across the broader region, the
diverse industrial heartland, dubbed the Midlands
Engine, provides attractive opportunities for talent, with
the growth of Jaguar Land Rover Group a notable
success story. The Group has revenues of £22 billion
(of which c.80% are exports), employs 40,000 across
various sites, and it is estimated that for every job at
Jaguar Land Rover, 8 supply chain jobs are created.
Economic growth and infrastructure investment provide
the backdrop for a thriving regional property market,
with low availability, robust take-up volumes and
growing capital investment underpinning rents and
capital values. In contrast to London, capital values in
the region remain well below previous cycles. Although
supply of office space is increasing, with 1.6m sq ft of
Grade A stock under construction in Birmingham as of
Autumn 2017, a sizeable proportion of property under
development is pre-let, and Knight Frank forecasts core
Birmingham rents to reach £35 per sq ft in this cycle
(vs. £32.5 per sq ft at the end of 2017).
Elsewhere in the region, strong office demand in the
Birmingham out-of-town market has depleted supply by
47% since 2009, and the vacancy rate stands at 10%.
In the context of limited Grade A stock, new build
developments are now being considered instead of
refurbishing existing assets. The market will see its first
speculative development for almost 10 years on Blythe
Valley Business Park, where IM Properties will
speculatively develop a new 15,000 sq ft unit.
According to official data from the ONS, the annual
growth rate for average house prices in Birmingham
has averaged between 5% and 10% since mid 2015,
outperforming the wider UK market for more than a year.
The emergence of the region as a financial services
and business hub, the significant investment in local
infrastructure and the popularity of the region and
migration of young workers who wish to live and work
in a vibrant city, are all factors that are boosting the
confidence of housing developers and underpinning the
demand for high-quality housing, further pushing house
prices upwards.
Birmingham offers an affordable alternative to London,
where new-build development prices range from
£1,000 to £2,000 per sq ft, compared to those in
Birmingham of £300–£450 per sq ft and, with the
arrival of HS2 and its reduced journey times to London,
the outperformance of the residential market compared
to other UK regions is expected to continue.
135
Chart 3: Birmingham average house price performance
(Indexed, 100=03/2004)
Source: Knight Frank research/ONS
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2017
Series 1
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Series 1
Chart 4: 2016 top destinations for those leaving London
Source: ONS/UK Migration Statistics
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
AT A GLANCE
What we do
We invest directly in real estate in Birmingham city
centre, the West Midlands and the wider Midlands.
The principal objective of our investment strategy is to
identify underperforming yet fundamentally sound
properties in active regional marketplaces and execute
a site-specific plan designed to drive capital returns.
Management has over 100 years of combined
experience and has made a substantial investment in
the Company, along with some of the UK’s leading
institutional investors and investment companies.
Formed in 2004, we have put in place the foundations
that will enable REI Plc to become the premier property
investor in the region over the next decade.
Income by tenants
Value by region
Top 10 tenants
Remaining tenants
City Centre
Midlands
Non-Core
21.5%
4%
16%
78.5%
80%
The Midlands
INVESTOR
“We are committed
to delivering a progressive
dividend payment”
Paul Bassi
CEO
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Financial highlights
Our objective: As a Real Estate Investment Trust since 2015, we generate rental income and capital growth with
the aim of delivering a progressive dividend payment and capital growth for our shareholders.
+19.2%
+17.9%
Underlying profits
EPRA* EPS (earnings per share)
2017
2016
2015
2014
£1.4m
£0.3m
£6.2m
2017
£5.2m
2016
2015
2014 0.3p
0.8p
Gross property assets
Contracted rental income
+5.5%
3.3p
2.8p
+8.7%
£16.2m
£14.9m
£11.9m
£7.7m
+19.0%
2017
2016
2015
2014
£213.1m
2017
£201.9m
£157.5m
2016
2015
2014
£104.4m
+37.8%
Profit before tax
Dividend per share
2017
2016
2015
2014
£8.2m
£11.3m
2017
2016
3.125p
2.625p
£6.0m
2014
1.5p
£12.2m
2015
2.0p
EPRA* NAV per share
Revenue
+4.1%
2017
2016
2015
2014
68.9p
2017
66.2p
64.5p
61.3p
2016
2015
2014
+10.4%
£14.9m
£13.5m
£8.4m
£8.0m
Operational highlights
• Acquisitions of criteria compliant properties totalling
£18.4 million (net of acquisition costs), at a net initial
yield of 8.70% and reversionary yield of 8.83%
• Property disposal proceeds totalling £13.5 million, as
REI Plc recycles capital into criteria compliant assets
• Active asset management with 13 new lettings and 7
lease renewals
• Total ownership 1.5 million sq ft (2016: 1.4 million sq ft)
– up 7.1%
• £41.0 million bank facility with RBS, fixed at 2.75%
until February 2021
• Since the year end, terms have been agreed for a
new 5-year facility of £10 million with RBS at 1.95%
above Libor
• Overall occupancy increased to 94% (2016: 93%) –
• Like for like portfolio valuation £193.7 million
up 1.1%
• WAULT** 4.53 years to break and 6.52 years to
lease expiry (2016: 4.71 years to break and 6.76
years to lease expiry)
(2016: £188.4 million) – up 3%
• Like for like capital value per sq ft £146
(2016: £142) – up 3%
• Like for like rental income £14.5 million
• 258 tenants (2016: 232) – up 11.2% across 51 assets
(2016: £14.5 million)
* European Public Real Estate Association
** Weighted Average Unexpired Lease Term
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
INVESTMENT PROPOSITION
What sets us
APART
Uniquely positioned
regional portfolio
Proven,
scalable model
Highly experienced
management
• Focused on Birmingham city centre, the
West Midlands and the wider Midlands
• Unparalleled market insights via
privileged network of external
relationships
• Ability to execute quickly on account
of market expertise and access to
capital
• Strict acquisition criteria
• Internally managed REIT with proven
• Active asset management approach,
recycling capital when appropriate
• Portfolio growth requiring
track record
• Specialist asset management and
investment teams
only marginal increases in overheads
• Entrepreneurial and opportunistic
• Prudent capital structure to maximise
rental and capital growth for
shareholders
culture
• Excellent reputation among market
participants
£200M+
portfolio
87%
of debt fixed
100+
years of combined
experience
Attractive returns
• A growing portfolio, strong tenant base and multi-sector diversification
• A fully covered progressive dividend paid quarterly, grown from 1p to 3.125p over last 5 years
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“We have no material exposure to
any single occupier or asset and
therefore, have minimal risk to
any downside”
Marcus Daly, FCA
Finance Director
Diversified
asset spread
Sector split by income
3% 2%
7%
4%
6%
6%
8%
38%
2%
24%
Sector
Office
Leisure
Traditional Retail
Discount Retail
Medical and Pharmaceutical
Restaurant/Bar/Coffee
Financial/Licences/Agency
Food Stores
Hotel
Assured Shorthold Tenancy
Industrial
Car Park
Office
Leisure
Traditional Retail
Discount Retail
Medical and Pharmaceutical
Restaurant/Bar/Coffee
Financial/Licences/Agency
Food Stores
Hotel
Car Park
£
6,147,891
393,600
3,859,841
1,210,290
991,040
1,025,052
713,502
1,046,150
511,000
9,200
57,094
259,056
%
by income
37.89%
2.43%
23.79%
7.46%
6.11%
6.32%
4.40%
6.45%
3.15%
0.06%
0.35%
1.59%
TOTAL
16,223,716
100.00%
258
tenants
94%
occupancy
21.50%
of income from
top 10 tenants
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
CHAIRMAN’S AND CHIEF EXECUTIVE’S REPORT
BUILDING ON OUR FOUNDATIONS AND
CONTINUING TO DELIVER STRONG
GROWTH IN ASSETS, CASH PROFITS
AND DIVIDENDS
We have remained focused on capitalising on the
opportunities provided by uncertain markets and we
continue to build a successful and resilient business,
founded on a diverse and carefully risk adjusted portfolio.
Financial results – Well positioned to
support continued growth in assets,
profits and dividends in 2018
Our performance is in line with our expectations and
we believe that we will deliver another positive set of
results in 2018 and see further growth in our portfolio,
revenues and dividend payments.
Despite sales and allowing for acquisitions, our gross
assets are £213.1 million, up 5.5%. These have now
remained above £200 million for the last 2 years and
we anticipate that they will remain above that level in
2018. Our like for like portfolio valuation is up 2.8% to
£193.7 million (2016: £188.4 million).
Pre-tax profits of £11.3 million, up 37.8%, have seen us
capture some valuation improvement and benefit from
the sales of assets where we have completed our asset
management initiatives. Our underlying profits of £6.2
million are up 19.2% on the previous year and have the
potential to grow further, supporting our progressive
dividend policy.
We are selective buyers in a strong investment market
and our acquisition strategy is based on our ability to
add value through asset management and in securing
sustainable income streams.
The business has acquired £18.4 million (net of acquisition
costs) of new property during the year and has capitalised
on a strong investor market with sales of £13.5 million. The
portfolio is now valued at £213.1 million, up 5.5%. Our
pre-tax profits are up 37.8% to £11.3 million, with
underlying profits at £6.2 million, up 19.2%.
Operating in a reinvigorated regional economy whose
strong and arguably contrarian performance is set to
benefit further from the arrival of HSBC, HS2 and
HMRC. These successes, coupled with the success of
Birmingham in being awarded the Commonwealth
Games for 2022 and Coventry securing the City of
Culture for 2021, will re-establish the Midlands
economy both nationally and internationally.
There is no doubt that the region’s manufacturers have
benefitted from the added advantage of a weakened
Sterling. The automotive sector has seen continued sales
growth at Jaguar Land Rover Group, with global sales in
2017 hitting 621,109 vehicles, a 7% increase on 2016
and we also continue to be one of the UK regions that is
seeing house price growth and falling unemployment.
We remain confident that we will extract further value
from the existing portfolio and see our rental income
grow further, enabling us to support our commitment to
a progressive dividend policy.
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Finance and banking
After almost 10 years of turmoil, the banking sector
appears to have normalised. There is no shortage of bank
debt across the marketplace, though loan to value
covenants remain stricter and margins a little higher.
REI Plc remains conservatively geared at 38.3% (net of
cash), with an average cost of debt of 4.2% and with
86.8% of our debt now fixed.
We will consider utilising further debt to grow the
business but will retain our overall aim of sub 40% net
loan to value. During the year, we fixed a £41 million
facility with RBS at 2.75% until February 2021, and
since the year end, we have agreed terms for a new
5-year facility of £10 million with RBS at 1.95% above
Libor, giving us £20 million plus of cash and available
facilities to pursue future acquisition opportunities of
criteria compliant investment properties.
Dividend – 5 consecutive years
of growth
One of our principal objectives is to deliver on our
commitment of a progressive dividend policy and we are
pleased to say that our fully covered dividend has grown
by 19.0% over the last year and has now risen for 5
consecutive years, with further growth anticipated. We
have paid the first 3 quarterly dividends of 0.75p and
propose a final dividend of 0.875p.
Dividend payments will continue to be paid quarterly,
with the first 3 quarters for 2018 being paid at 0.875p
per quarter, with a final dividend in the fourth quarter to
be confirmed.
The proposed dividend timetable for the final dividend,
which will be a Property Income Distribution (“PID"),
is as follows:
Dividend timetable
Ex-dividend date:
Record date:
Dividend payment date: 27 April 2018
29 March 2018
3 April 2018
Outlook – Vibrant regional economy and
a strong property portfolio
We have established a secure, stable and diverse
Midlands property business and, whilst we anticipate
political and economic uncertainty, predominantly
around Brexit discussions, we remain confident about
the performance of REI Plc in 2018 and envisage
another year during which we will continue to grow our
portfolio, rent roll and dividend payments. We have
retained sufficient cash and bank facilities which are
readily available to capitalise on any market correction
or Brexit ‘cliff edge’ opportunities. Our portfolio
provides ongoing asset management opportunities to
realise further longer-term capital and rental growth.
Investor appetite for UK property remains very strong.
According to Savills, national investment in UK
commercial property rose 66% in January alone,
compared to the same month last year, to £4.2 billion.
Similarly, PwC announced that Midlands corporate
deal activity is ‘buoyant’ and that in 2017 PwC
completed 40 deals valued at £5 billion for private
equity and corporate clients.
We look forward to another year of opportunity and
sustainable growth.
Our stakeholders
Our sincere thanks to our dedicated staff, advisers,
occupiers and shareholders, without whom our
continued success and growth would not be possible.
We look forward to a successful 2018.
John Crabtree OBE D.Univ
Chairman
19 March 2018
Paul Bassi CBE D.Univ
Chief Executive
19 March 2018
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
OUR BUSINESS MODEL AND STRATEGY
How we create
VALUE
Our vision and strategy
Resources and relationships
“With further acquisitions,
we intend to maintain a
£200 million portfolio and
continue to grow the Company’s
dividend payments, which have
now seen 5 years of
year-on-year growth”
John Crabtree, OBE
Non-Executive Chairman
Generating value through asset management and an
active approach to capital recycling. Our resources,
relationships and entrepreneurial mindset enable us
to capitalise swiftly on opportunities and secure
attractive returns.
People
• Local knowledge
• Entrepreneurial culture
• Management team with
100+ years’ experience
Expertise
• Outstanding reputation
• Market intelligence
• Preferred buyer status
Finance
• Proven record
• Cash resources
• Strong banking relationships
• Conservative capital structure with fixed
debt and overheads
Relationships
• Longstanding relationships with
agents and advisers provide a source of
prospective investments
Our key strengths
“Our longstanding relationships with regional
advisers give us privileged access to off-market assets.”
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Resources and relationships
How we create value
Acquisitions
Retail and office space in Birmingham/ Midlands,
applying strict acquisition criteria:
• Lot size
£2m–£20m
• Target yield of
8%–20%
Acquisitions (net of acquisition costs)
£18.4M
Asset management
• Lettings
• Change of use
• Lease renewals /rent
• Refurbishment
reviews etc.
Gross property assets
£213.1M
Disposals
Sale of institutional quality assets once
value maximised and significant value
can be realised on an opportunistic basis
Disposal proceeds
£13.5M
Value creation
Property portfolio
Portfolio value
£213.1M
Growth on 2016
+5.5%
Contracted rental income
Rental income
£16.2M
Growth on 2016
+8.7%
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Dividend payments
Dividend payment
3.125P
Growth on 2016
+19.0%
Our key strengths
“Our market expertise and ready access
to capital allow us to move quickly and be
an opportunistic buyer or seller, able to
exchange contracts in 7 to 10 days.”
“We look to ‘create’ rather than ‘buy’
investments, through an active strategy of
repositioning properties and recycling and
conserving capital, while generating cash
flow, maximising occupancy rates and
crystallising reversions.”
“Our portfolio is diversified by sector and tenant,
providing attractive returns to our shareholders
whilst mitigating sector specific risk.”
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
OUR PORTFOLIO
258
Total number
of occupiers
Owned
Sold
“REI Plc
has total
ownership
of 1.5million sq ft”
Ian Clark, MRICS
Asset Management
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M1M1M6 M6M6M6M40M54M54M42M5M42M42M1M6M6 TOLLM6 TOLLM5NOTTINGHAMCOVENTRYBROMSGROVEBIRMINGHAMWORCESTERROYALLEAMINGTON SPAWOLVERHAMPTONSTOKE-ON-TRENTCREWEDERBYNUNEATONLEICESTERWALSALLRUGELEY
Boundary House, Wythall
Our acquisition criteria
• Prime and good secondary assets
• Properties acquired in locations expected
to benefit from a continued upswing
• Scope for value enhancement through
active asset management
• Properties with strong prospects of generating
income to support the Company’s dividend policy
• Properties that have been undermanaged and
undercapitalised
• Retail properties with institutional grade tenants
who are at minimal risk of entering into receivership
Our niche areas
of activity include:
• Non-core ‘orphan’ disposals by institutions
• Assets not easily acquired by private
or smaller investors
• Distressed and deadline purchases
Diverse and attractive
PORTFOLIO
We have a wide range of occupiers from
major national and regional multiple
retailers to government and corporate
office occupiers.
We do not have a material reliance on any single
occupier or building and we therefore have a very
limited exposure to any downside risk.
It is our intention to treat all our occupiers as long-term
clients of REI Plc and to provide them with their growing
and often changing requirements and, at all times, offer
the services of a professional, dedicated and
experienced landlord.
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSM1M1M6 M6M6M6M40M54M54M42M5M42M42M1M6M6 TOLLM6 TOLLM5NOTTINGHAMCOVENTRYBROMSGROVEBIRMINGHAMWORCESTERROYALLEAMINGTON SPAWOLVERHAMPTONSTOKE-ON-TRENTCREWEDERBYNUNEATONLEICESTERWALSALLRUGELEY
OUR PORTFOLIO: CASE STUDY
“REI Plc enjoys access to off-
market opportunities due to its
unique market intelligence and
privileged network”
Paul Bassi, CBE
CEO
Walsall
1-11
PARK ST
&
82-87
BRADFORD ST
£5M
acquisition price
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Asset opportunities/benefits
Acquisition of a criteria compliant asset
• Prime freehold investment opportunity
• Majority of income secured against national
multiple tenants
• High-yielding (10.93% Net Initial Yield)
• Fully let with good unexpired lease terms
• Opportunities for asset management and potential
to sell individual units at a premium
REI Plc acquired this property from the
BBC Pension Trust in November 2017 for
£5.00 million, representing a Net Initial Yield
(”NIY”) of 10.93%.
It comprises a prominent, unbroken retail
parade of 10 high street retail units on the
prime pedestrianised retail pitch in Walsall
town centre.
The property is let with 85% of income
secured against national multiple tenants and
a WAULT of 6.10 years to expiry.
The buildings are well configured and lend
themselves to be being broken up for
individual investment sales at premium levels
to purchase price. Additionally, the investment
offers asset management opportunities with
prospects to engage with occupiers and to
extend leases.
Tenants include Santander, Thomas Cook,
Smart Ideas, Game Retail, Luda Bingo
(guaranteed by Mecca Bingo), Shoe Zone,
Robsco Solutions (Cash Converters), Paddy
Power and Toni & Guy.
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
OUR PORTFOLIO: CASE STUDY
“Disposal proceeds from mature
assets are recycled into new
acquisitions, which offer better
growth prospects”
Andrew Osborne
Investment
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Asset opportunities/benefits
• Comprehensive refurbishment
• Achieving record rental increase
• Extending lease terms
• Achieve sale at above valuation
Birmingham
24 BENNETTS
HILL Sale of a city centre property
A prominent multi-let office and leisure investment
located in the heart of Birmingham’s Central Business
District between Colmore Row and close to New Street
Station and Grand Central Shopping Centre.
The property was acquired off market by REI Plc in
December 2014 for £2.06 million.
During the period of ownership, and in line with the
Company’s active asset management strategy, REI Plc
secured an extension to the Punch Taverns Limited lease,
which forms the majority of the income. Following
refurbishment, we secured new lettings and lease
renewals to AM2PM Recruitment Solutions Ltd,
Telecommunications Audit Bureau Ltd and Capital
Outsourcing Group Ltd.
In December 2017 we exchanged contracts on the sale
of this property to a London-based property company
for the sum of £4.00 million, reflecting a 5.90% NIY
and a 23.8% premium to the December 2016 valuation
of £3.23 million.
£4M
sale price
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
PROPERTY REPORT
THE REI PLC PROPERTY PORTFOLIO IS
UNIQUELY POSITIONED ACROSS THE
MIDLANDS AND CONTINUES TO GROW
Property overview
The portfolio is uniquely positioned across the Midlands and continues to
grow in size, benefitting from sustainable levels of income and with strong
prospects for capital growth. It was valued at £213.1 million at the year
end (2016: £201.9 million), an increase of 5.5%. Contracted rental income
has grown to £16.2 million p.a. (2016: £14.9 million p.a.). We have
enjoyed an excellent period of transactional activity throughout 2017,
where we secured £18.4 million of investment property acquisitions (net of
acquisition costs) and £13.5 million of strategic sales. Our recent
acquisitions provide immediate asset management opportunities and also
have the potential to provide further longer-term capital and rental growth.
Investment market
The market is extremely active with demand being seen from a wide range
of investors. We have witnessed an increasing number of private investors,
local authorities and foreign investors who have become much more
acquisitive as London and the South East now offers comparatively lower
levels of return compared to the Midlands and other regional markets.
Consequently, the investment market has become competitive throughout
2017 with a lack of suitable properties at compliant purchase levels.
Despite this, as an established and recognised investor, we continue to find
opportunities that fit our strategy, as demonstrated by the investment of
£18.4 million (net of acquisition costs) in selective stock at an average net
initial yield of 8.70%.
Lambert Smith Hampton, in their recent Q4 2017 Transactions Bulletin,
reported an outstanding year for regional investment. Investment volume in
the regions outside London was £7.0 billion in Q4, the second strongest
quarter on record, behind Q4 2006. They reported that the West
Midlands investment volume for Q4 2017 was £1.02 billion, against a
5-year quarterly average of £610 million. All regions (except North East)
outside London also saw Q4 volume above their respective 5-year
quarterly average. (Source: LSH Research Property Data Property Archive).
Savills has also reported that total investment into UK real estate reached
£65.4 billion in 2017, representing a 26% increase on 2016’s annual total.
We believe that economic uncertainty from Brexit negotiations will provide
further opportunities for acquisitions. We remain confident that we can
continue to acquire properties that meet the Company’s investment
requirements and improve the portfolio mix.
Occupational market
Birmingham is undoubtedly entering a new era. Take-up figures released
from the Birmingham Office Market Forum suggests take-up increased from
692,729 sq ft in 2016 to 1,005,072 sq ft in 2017 in 130 letting
transactions. As a consequence, we have seen record levels of construction
with developer confidence high in the wake of HMRC, HS2, HSBC, the
forthcoming 2022 Commonwealth Games and the Coventry City of
Culture for 2021. Deloitte Real Estate report that 1.4 million sq ft of offices
are under construction, compared to the 10-year average of 567,000 sq ft
(Source: Deloitte Real Estate Crane Survey January 2018).
Birmingham city centre’s office market enjoyed a record breaking 2017,
with deals surpassing 1 million sq ft for the first time. The market is expected
to exceed the 5-year average by more than a fifth, with pre-letting activity
also likely to increase in 2018. This activity is driven by both an ever-
decreasing supply and sustained requirements from HS2-linked occupiers
which could see prime Grade A rents reach £34 per sq ft within the next
12 months and potentially £35 per sq ft in 2019, according to Savills. The
average 10-year annual take up in the city centre is now 750,000 sq ft,
compared to last year’s 716,000 sq ft and REI Plc is well positioned to take
advantage of this increased activity.
We have achieved a current occupancy of 94% across the portfolio, and
we expect to see continued rental growth and low vacancy rates
supporting the Company’s investment objectives and maintain our strategy
of delivering further growth of our fully covered dividend payments.
We continue to enjoy punctual rental payments across the portfolio, which
we believe reflects a robust property portfolio and a stable local economy.
Portfolio mix
With a diverse multi-sector and multi-tenant portfolio of over £200 million
and no material reliance on any one sector or occupier, REI Plc’s
conservative approach allows for opportunistic acquisitions of prime and
secondary assets in locations expected to benefit from capital enhancement
and strong income streams.
Sector
Office
Traditional Retail
Discount Retail
Food Stores
Restaurant/Bar/Coffee
Medical and Pharmaceutical
Financial/Licences/Agency
Hotel
Leisure
Car Park
Industrial
Assured Shorthold Tenancy
%
by Income
£
6,147,891
3,859,841
1,210,290
1,046,150
1,025,052
991,040
713,502
511,000
393,600
259,056
57,094
9,200
37.89%
23.79%
7.46%
6.45%
6.32%
6.11%
4.40%
3.15%
2.43%
1.59%
0.35%
0.06%
TOTAL
16,223,716
100.00%
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Maypole,
BIRMINGHAM
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
PROPERTY REPORT CONTINUED
Property acquisitions
Total acquisitions of £18.4 million (net of acquisition costs) were made
during the period, with a combined income of £1.7 million p.a., which
reflects 8.70% NIY and 8.83% reversionary yield.
New tenants from acquisitions include Travelodge, Ladbrokes, Halfords,
Subway, Xercise4less, Domino’s, Santander, Persimmon Homes, Thomas
Cook, Smart Ideas, Game Retail, Luda Bingo (guaranteed by Mecca
Bingo), Shoe Zone, Robsco Solutions (Cash Converters), Paddy Power
and Toni & Guy.
New acquisitions include:
• Maypole Retail Parade, Alcester Road South, Maypole, Birmingham
27 February 2017 (Retail/Leisure/Hotel – £6,100,000 excluding
acquisition costs). Acquired in an off-market transaction from a private
investor, at a NIY of 7.22% with a reversionary yield of 7.31%. The
investment incorporates a 60 bed hotel, together with 6 ground floor retail
units, with a combined contracted rental of £471,875 p.a, of which
£201,000 p.a is secured against Travelodge for a further 24 years and
subject to CPI-linked rent reviews. The property is let to strong covenants
including Wilko Retail, Ladbrokes, Halfords, Subway and KFC, and with a
WAULT of 13.18 years.
• Barracks Road, Newcastle-under-Lyme – 26 May 2017 (Retail/Leisure
– £2,800,000, excluding acquisition costs). Acquired from London
Metric Property at a NIY of 8.00% and a minimum reversionary yield of
8.78% in February 2018, producing £238,700 p.a., rising to
£261,696 p.a. in February 2018. The property comprises a Leisure and
Retail investment of 4 purpose-built units and is let to 3 tenants –
Xercise4Less, Bathstore and Domino’s, with a WAULT of 9.25 years.
Following acquisition, we have since extended the Bathstore lease by a
further 5 years, taking the WAULT on acquisition to 11.03 years.
Strategically located within the centre of this busy town, the property
and immediate vicinity will further benefit from substantial on-going
developments of new student accommodation and new head offices for
the Local Council.
• 5–6 Market Place, Nuneaton – 18 August 2017 (Retail – £1,980,000,
excluding acquisition costs). Acquired from Fortress at a NIY of 9.03%.
The property comprises a prime retail investment on the pedestrianised
section of Market Place, the main retail thoroughfare in the town. The
property comprises 29,051 sq ft of flexible retail accommodation and is
let to Poundland until August 2022. The building is serviced from the
rear, which overlooks council offices and where there is scope for
potential in the longer term for change of use of the upper parts.
• 2 Venture Court, Wolverhampton – 29 September 2017 (Offices –
£2,500,000, excluding acquisition costs). Acquired at a NIY of 8.37%
producing £222,565 p.a.. The property comprises a modern office on
a busy business park and is let to Santander and Persimmon Homes
with 1,952 sq ft of vacant offices to let and a WAULT of 4.0 years.
• 1–11 Park Street and 82–89 Bradford Street, Walsall – 3 November
2017 (Retail/Leisure – £5,000,000, excluding acquisition costs). A
prominent, unbroken retail parade on the prime pedestrianised retail
pitch in Walsall town centre. The property is let with 85% of income
secured against national multiple tenants and a WAULT of 6.10 years to
expiry and a passing rent of £582,720 p.a.. Tenants include
Santander, Thomas Cook, Smart Ideas, Game Retail, Luda Bingo
(guaranteed by Mecca Bingo), Shoe Zone, Robsco Solutions (Cash
Converters), Paddy Power and Toni & Guy. The buildings are well
configured providing a total of 37,104 sq ft arranged over ground and
2 upper floors. The investment offers significant opportunities for asset
management with prospects to engage with occupiers to extend leases.
We expect to see opportunities throughout the coming months and are well
placed to react when potential acquisitions become available. With our
established network of regional contacts and our well-established reputation
for efficient transactions we will continue to target good income with low
gearing in a diversified regional portfolio and continue to focus on
delivering stable long-term returns for shareholders.
Sales
We completed the following sales during 2017, at or above book value:
• Latitude, Bromsgrove Street, Birmingham – £2,700,000 (excluding
sale costs) on 27 January 2017, representing a NIY of 7.95%.
• London Road, Norwich sold for £800,000 (excluding sale costs) on
28 April 2017, at a NIY of 8.46%. Non-core retail property.
• The Broadway, Crawley sold for £1,925,000 (excluding sale costs) on
17 January 2017, at a NIY of 8.87% .
• Dutton Road, Coventry sold for £944,000 (excluding sale costs) on
2 August 2017, at a sale yield of 7.95%. We recently completed a
5-year lease extension with the occupational tenant (Personal Hygiene
Services). The property was held on a long leasehold basis to Coventry
City Council with 69 years remaining.
• 6 Bennetts Hill, 102 Colmore Row & 104–106 Colmore Row sold for
£7,200,000 (excluding sale costs), on 2 August 2017, reflecting a NIY
of 4.36%.
In total, we have disposed of £13,569,000 (excluding sale costs) of assets
which provided a combined income of £896,610 p.a. reflecting a
comparative initial yield of 6.20%. The Company will use these proceeds
to fund acquisitions that are better aligned to our investment strategy. In
view of the low interest rate environment and limited supply, we expect
demand for stock to continue this year, with potential to achieve premium
value for sales.
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• Peat House, 1 Waterloo Way, Leicester – Prime city centre office
building. Following the complete refurbishment of the first and second
floor office suites and the common areas, the building is now fully let.
Innes England took part of the second floor at £13.50 per sq ft on a
10-year term, with the remaining space being let off £13.75 per sq ft to
Charles Alexander Design – a significant increase on the previous rent
that the space was achieving of £10.00 per sq ft. All of the works has
resulted in a year-end valuation increase.
• 24 Bennetts Hill, Birmingham – Further to the previous asset
management initiatives and the rent with Punch Taverns being increased
from £117,000 p.a. to £135,000 p.a., the building was marketed for
sale with a sale price of £4,000,000 being achieved. The December
2016 valuation was £3,200,000.
• Guardian House, West Bromwich – The final office suite of 6,393 sq ft
has been let to Toshiba on a 10-year lease. This is a strong covenant to
attract tenants to the building and has had a positive impact on the
capital value.
• Kingston House, West Bromwich – 8,505 sq ft has been let to
Rehability UK Community Ltd following refurbishment works by the
landlord. Other than a small retail unit on the ground floor, the building
is fully occupied with a good mix of tenants.
Asset management
We have continued to focus on active asset management initiatives
including rent reviews, new lettings, lease extensions and the retention of
tenants beyond their contractual obligations, which has resulted in valuation
increases, with further initiatives expected to complete over the coming
months. Our like for like portfolio valuation is up 2.8% to £193.7 million
(2016: £188.4 million).
New tenants to our existing portfolio include: Toshiba, Charles Alexander
Design, Instant Managed Offices, Dirty Martini and Innes England.
Key asset management initiatives undertaken during the
period include:
• Gateway House, 50–53 High St, Birmingham – The building comprises
a mixed retail and office scheme of 27,071 sq ft extending over 7
floors. Following the refurbishment of the second-floor offices, Instant
Offices took 2 floors in the building, moving the rent on from an ERV of
£9.00 per sq ft to a new rent of £13.00 per sq ft; a new high for the
building. The building is now fully let and has shown a significant
valuation increase at the year end.
• Acocks Green Shopping Centre, Acocks Green – The property
comprises a 60,457 sq ft retail scheme in Acocks Green on the
outskirts of Solihull and Birmingham. The property is anchored by
Wilkinson, Boots, Argos and Lloyds TSB. Following the refurbishment of
all vacant units, a number of discussions are now underway with
national occupiers. The Lloyds TSB tenant only lease break in December
2017 has been removed, giving a lease expiry of December 2022.
The previous car park licence with Birmingham City Council has ended
and a new 10-year lease has been signed with Gallan Parking, on
improved terms. All the above has resulted in a year-end increase in the
valuation figure.
Our portfolio is diverse, stable and secure. We anticipate strong occupancy and further acquisitions that will drive our revenues higher and support our
progressive dividend policy. The current geographic weightings are (table below excludes property disposals which completed in 2018):
Value
£m
%
Sq ft
Contracted
rent £
ERV
£
Net initial
yield %
Equivalent
yield %
Reversionary
yield %
Occupancy
%
Birmingham City Centre
34.18
16.04
128,361
1,788,699
2,330,783
Wider Midlands
171.49
80.48
1,302,392
14,111,021
15,379,121
Non-core
Land
3.75
3.71
1.74
1.74
33,027
323,996
360,826
–
–
–
Total portfolio
213.13
100.00
1,463,780
16,223,716
18,070,730
4.90
7.72
8.28
–
7.27
6.06
7.89
8.21
–
7.60
6.37
8.42
9.22
–
8.10
83.30
96.70
100.00
–
94.47
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23
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
FINANCE DIRECTOR’S REPORT
Overview
Our main objectives for the year were to continue to increase shareholder value, refinance unencumbered properties and deploy the funds generated in
criteria compliant investment properties, continue our progressive dividend policy, and increase our underlying profit before tax, EPRA earnings per share
and net assets per share. All of these objectives have been achieved.
Gross Property Assets
Underlying profit before tax
EPRA EPS
EPRA NAV per share
EPRA NNNAV per share
Net Assets
Loan to value
Loan to value net of cash
Dividend per share
Like for like growth in rental income
Like for like capital value per sq ft
Like for like valuation
31 December 2017
31 December 2016
Change
£213.1 million
£6.2 million
3.3p
68.9p
67.1p
£127.1 million
40.4%
38.3%
3.125p
£14.5 million
£146 sq ft
£193.7 million
£201.9 million
£5.2 million
2.8p
66.2p
64.2p
£121.2 million
43.1%
37.2%
2.625p
£14.5 million
£142 sq ft
£188.4 million
+6%
+19%
+18%
+4%
+4%
+5%
+6%
-3%
+19%
0%
+3%
+3%
Results for the year
Our underlying profit before tax rose to £6.2 million (2016: £5.2 million).
Profit before tax (“IFRS”) totalled £11.3 million (2016: £8.2 million),
including a surplus on sale of investment properties of £176,000 (2016:
£nil) and a surplus on revaluation of investment properties of £4.2 million
(2016: £3.5 million), together with a surplus on the market value of our
interest rate hedging instruments of £725,000 (2016: deficit £566,000).
Acquisitions of investment properties totalled £18.4 million (net of
acquisition costs) during the year. Rental income for the year was up 10.4%
to £14.9 million (2016: £13.5 million) but the full benefit of these purchases
will be realised in 2018. The investment properties were revalued
externally at 31 December 2017 and generated a surplus on revaluation
of £4.2 million.
The decision to dispose of certain properties during the year resulted from
properties reaching maturity, receiving an offer that could not be refused
and continuing to dispose of the ‘legacy’ portfolio which we inherited and
is out of area.
We continue to review our overhead base and administrative expenses
which were stable at £3.5 million (2016: £3.5 million) after charging a
bonus provision (plus employers’ National Insurance) of £876,000 (2016:
£865,000) and a provision for costs of the Long Term Investment Plan of
£350,000 (2016: £500,000).
Interest costs for the year rose to £3.5 million (2016: £3.2 million) and the
weighted average cost of debt rose slightly to 4.2% (2016: 4.1%) as a
result of fixing our £41 million facility with Royal Bank of Scotland at 2.75%
all in to February 2021.
Earnings per share were:
Basic:
Diluted:
EPRA:
6.0p (2016: 4.3p)
5.9p (2016: 4.3p)
3.3p (2016: 2.8p)
Shareholders’ funds increased to £127.1 million at 31 December 2017
(2016: £121.2 million) and the NAV per share increased:
Basic NAV:
EPRA NAV:
EPRA NNNAV:
68.2p (2016: 65.0p)
68.9p (2016: 66.2p)
67.1p (2016: 64.2p)
Finance and banking
Total drawn debt at 31 December 2017 was £85 million (2016: £85
million) with undrawn facilities of £5 million (2016: £5 million). During the
year, the Group fixed the £41 million facility with Royal Bank of Scotland
at 2.75% until February 2021, and as a result the weighted average cost
of debt rose slightly to 4.2% (2016: 4.1%) and the weighted average debt
maturity was 5 years (2016: 5 years). The loan to value (“LTV”) at 31
December 2017 was 40.4% (2016: 43.1%) and the LTV net of cash was
38.3% (2016: 37.2%). Since the year end, we have also agreed terms for
a new 5-year facility of £10 million with RBS at 1.95% above Libor.
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Key Performance Indicators
The following KPIs are some of the tools used by management to
monitor the performance of the Group against the aim of creating
sustainable long-term returns for shareholders and all have moved
favourably this year.
+17.9%
EPRA EPS (earnings per share)
2017
2016
2015
2014 0.3p
0.8p
Underlying profits
2017
2016
2015
2014
£1.4m
£0.3m
3.3p
2.8p
+19.2%
£6.2m
£5.2m
EPRA NAV per share
2017
2016
2015
2014
+4.1%
68.9p
66.2p
64.5p
61.3p
Long Term Incentive Plan (“LTIP”)
On 8 June 2015, the terms of the LTIP were revised and previous options
cancelled. The LTIP is designed to promote retention and to incentivise the
Executive Directors to grow the value of the Group and to maximise returns. A
provision has been made in the accounts of £350,000 (2016: £500,000) in
respect of the LTIP. Based on the results and in particular the share price for
2017, only 15% of the awards for 2015 will vest.
Taxation
The Group converted to a Real Estate Investment Trust (“REIT”) on 1 January
2015. Under REIT status the Group does not pay tax on its rental income
profits or on gains from the sale of investment properties. The tax charge
for the year is in respect of bank interest received and the movement on the
deferred tax asset is in respect of the financial instruments. The Group
continues to meet all of the REIT requirements to maintain REIT status.
Dividend
Under the REIT status the Group is required to distribute at least 90% of
rental income taxable profits arising each financial year. REI Plc
commenced paying quarterly dividends in 2016. Interim dividends of
0.75p per share were paid in July, October and January and the Board
proposes a final dividend of 0.875p per share payable in April 2018
making a total of 3.125p for the year (2016: 2.625p) an increase of
19.0%. The July and October dividends were paid as ordinary dividends
and the January dividend was paid as a PID dividend. The allocation of
future dividends between PID and non PID will continue to vary.
Marcus Daly
Finance Director
19 March 2018
“Once asset management is
complete, an asset is sold for
capital gains, or retained for
long-term investment income to
support our dividend growth”
Marcus Daly, FCA
Finance Director
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25
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
DIRECTOR’S REPORT
The Directors present their report together with the audited consolidated
financial statements for the year ended 31 December 2017.
Directors
The Directors who served during the year and subsequently were as
follows:
JRA Crabtree
W Wyatt
P London
PPS Bassi
MHP Daly
Chairman – Non-Executive Director
Non-Executive Director
Non-Executive Director
Chief Executive
Finance Director
P London and MHP Daly will retire and submit themselves for re-election at
the forthcoming Annual General Meeting.
Substantial shareholdings
The Company has been notified of the following interests that represent 3%
or more of the issued share capital of the Company at 28 February 2018:
Perpetual Income & Growth Investment Trust
JO Hambro Capital Management
Invesco Perpetual UK Strategic Income Fund
Majedie Asset Management
Ruffer Absolute Return Fund
PPS Bassi
Invesco Perpetual UK Equity Pension Fund
CF Ruffer Total Return Fund
EFG Harris Allday
Miton Asset Management
Aberdeen Standard Investments
Old Mutual Global Investors
Number
18,640,000
17,916,666
17,722,949
16,657,713
12,843,289
10,120,000
8,648,249
7,755,594
7,072,815
6,350,000
6,050,957
5,978,544
%
9.99
9.61
9.51
8.94
6.89
5.43
4.64
4.16
3.79
3.41
3.25
3.21
Other matter
Financial risk management objectives and policies are included in note 15
to the financial statements.
Real Estate Investment Trust (“REIT”)
With effect from 1 January 2015, the Group converted to REIT status under
which the Group is not liable to corporation tax on its rental income or
capital gains from qualifying activities.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Strategic Report, Directors’
Report and the financial statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare financial statements for
each financial year. Under that law the Directors have prepared the
Company and Group financial statements in accordance with International
Financial Reporting Standards (“IFRSs”) as adopted by the European Union.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs and the profit or loss of the Company and Group for that period. In
preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and
prudent;
• state whether applicable IFRSs have been followed, subject to any
material departures disclosed and explained in the financial statements;
and
• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company and Group will continue in
business.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Company’s and Group’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and Group and enable them to ensure
that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and
Group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors confirm that:
• so far as each Director is aware, there is no relevant audit information
of which the Company’s and Group’s auditor is unaware; and
• the Directors have taken all the steps that they ought to have taken as
Directors in order to make themselves aware of any relevant audit
information and to establish that the auditor is aware of that information.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s website.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
Annual General Meeting
The Annual General Meeting will be held at 75–77 Colmore Row,
Birmingham, B3 2AP on 18 May 2018 at 11.00 am.
Auditor
Grant Thornton UK LLP offers itself for re-appointment as auditor in
accordance with Section 489 of the Companies Act 2006.
BY ORDER OF THE BOARD
MHP Daly
Secretary
Date: 19 March 2018
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26
GROUP STRATEGIC REPORT
Review of business
Real Estate Investors Plc is a commercial property investment Company specialising in the established and proven markets of the greater Midlands area.
The Group’s business model is based on generating rental and capital growth from an active approach to the management and development of a
portfolio of quality buildings, predominantly within the office and retail sectors.
Recurring rental income from the portfolio underpins profits, which are supplemented by gains from the sale of investment properties. Disposal proceeds
are recycled into new acquisitions with better growth prospects, whilst maintaining compliance with the terms of flexible secured bank finance.
The Group has built up a portfolio of good quality assets concentrated in these resilient established markets, without reliance on one sector or location
(see pages 2 to 23 for the review of the business which forms part of this Strategic Report).
Principal risks and uncertainties
The Directors consider the principal risks of the Group and the strategy to mitigate these risks, as follows:
Risk area
Investment portfolio
• Tenant default
• Change in demand for space
• Market pricing affecting value
Mitigation
• Not reliant on one single tenant or business sector
• Focused on established business locations for investment
• Monitor asset concentration
• Portfolio diversification between office and retail properties
• Building specifications not tailored to one user
• Continual focus on current vacancies and expected changes
Financial
• Reduced availability or increased cost of debt
• Low gearing policy
• Interest rate sensitivity
• Fixed rate debt and hedging in place
People
• Retention/recruitment
Corporate
• Reputational risk
• Health & safety
• IT/Cyber
• Existing facilities sufficient for spending commitments
• On-going monitoring and management of the forecast cash position
• Internal procedures in place to track compliance with bank covenants
• Remuneration structure reviewed
• Regular assessment of performance
• Long term incentive plan
• External investor and public relations consultancy
• Management system and support from specialist external advisers
• IT systems and anti virus software and firewalls
Key performance indicators (“KPIs”)
The following KPIs are some of the tools used by management to monitor the performance of the Group against the aim of creating sustainable long-term
returns for shareholders and have all moved favourably this year.
Indicator
EPRA earnings per share
Underlying profit before tax
EPRA NAV per share
BY ORDER OF THE BOARD
MHP Daly
Secretary
19 March 2018
2017
2016
3.31p
£6.2m
68.9p
2.81p
£5.2m
66.2p
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
BOARD OF DIRECTORS & MANAGEMENT
JOHN CRABTREE OBE D.UNIV
NON-EXECUTIVE CHAIRMAN
WILLIAM WYATT
NON-EXECUTIVE DIRECTOR
PETER LONDON
NON-EXECUTIVE DIRECTOR
William joined Caledonia in 1997 from
Close Brothers Group Plc. He was appointed
a Director in 2005 and CEO in 2010. As
well as Caledonia and REI Plc, he is a Director
of Cobehold S.A., Chairman of Newmarket
Racecourses and a Trustee of The Rank
Foundation.
Peter is currently Managing Director of BIA
Financial Planning Limited, part of the Capital
and Professional Group. He has a lifetime’s
experience in providing Independent Financial
Advice to high net worth individuals and sold his
IFA Company to a Swiss Bank in 2007. Peter is
also a Non-Executive Chairman of a number of
property-related companies.
John has a variety of business, community and
charitable interests, predominantly in the West
Midlands. Until 2003, he was senior partner of
Wragge & Co – the leading Birmingham based
national firm of solicitors. He is currently Chairman of
Glenn Howells Architects, Staffline Group plc, SLR
Management Limited, Brandauer Holdings Limited
and Finch Consulting. John is a former President of
Birmingham Chamber of Commerce & Industry,
previous High Sheriff of the West Midlands, and is
Her Majesty’s Lord-Lieutenant of West Midlands. In
2014, Government Secretary Eric Pickles named
John as Chairman of the Birmingham Improvement
Panel, charged with supporting the council as it
pursues vital reforms.
PAUL BASSI CBE DL D.UNIV DSC
CHIEF EXECUTIVE
MARCUS DALY FCA
FINANCE DIRECTOR
Paul is Non-Executive Chairman of Bond Wolfe
and formerly Non-Executive Chairman of CP
Bigwood Chartered Surveyors. Paul was formerly
the Regional Chairman & Strategy Adviser to
Coutts Bank (West Midlands), former Director of
the Birmingham Hippodrome and past President
of the Birmingham Chamber of Commerce. Paul
was appointed High Sheriff for the County of
West Midlands for 2009 and Deputy Lieutenant.
Paul has received Honorary Doctorates from
both Birmingham City and Aston University, and
was awarded a CBE in the 2010 New Year’s
Honours List.
Marcus is a Chartered Accountant and has 20
years’ experience in advising clients on strategic
matters and corporate planning, particularly in
the property sector. He has responsibility for all
financial and Group accounting matters, together
with corporate finance matters. Marcus is also
Non-Executive Chairman of the Tipton & Coseley
Building Society, and formerly Non-Executive
Director of CP Bigwood Chartered Surveyors.
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ANNA DURNFORD
INVESTOR RELATIONS
IAN CLARK BSC (HONS) MRICS
ASSET MANAGEMENT
ANDREW OSBORNE BSC (HONS)
INVESTMENT
Anna has nearly 20 years’ experience within
the legal, financial, accountancy and property
sectors. Anna started her career in financial
services, before joining Ernst & Young as PA
to the Managing Partner in Birmingham. Anna
joined REI Plc in 2007, and provides executive
support to the Board and oversees operations
within the business, to include regulatory
announcements and investor relations.
Ian is a qualified chartered surveyor with over 21
years’ experience in the property market and is
responsible for co-ordinating asset management
strategy across the portfolio. After qualifying with
a niche practice, Ian joined GVA Grimley, acting
for institutional landlords. Prior to joining REI
Plc, for 10 years, Ian worked for Argent Estates
Limited as Asset Manager and was responsible
for the asset management of the 1.5 million sq ft
Brindleyplace Estate.
Andrew specialises in investment acquisition
and disposals of commercial properties having
worked in commercial property since 1994,
qualifying as a Chartered Surveyor in 1997.
Prior to joining REI Plc in June 2014, he worked
for a property associated subsidiary of Goldman
Sachs as an asset manager. He began his career
as an Investment surveyor, before working in
the commercial markets team at CBRE and as a
Property Fund Manager at Canada Life and a
Regional Director of Highcross in Birmingham.
JACK SEARS BSC (HONS) MRICS
ASSET MANAGEMENT
CATHERINE GEE
SPECIAL PROJECTS/
PROPERTY MANAGEMENT
DONNA MOONEY
RECEPTIONIST/
ADMINISTRATOR
Jack joined REI Plc in July 2016 following a
short time at BNP Paribas Real Estate where he
assisted corporate clients with the management
of their residual properties when they became
surplus to their day to day business requirements.
Prior to this Jack spent 5 years at Bilfinger GVA
where after qualifying in 2013 began working in
the Occupational Management team on behalf
of a major national bank, focusing on their
northern retail and office portfolio.
Catherine joined REI Plc in February 2015
having spent 8 years with Northwood Investors
(formally Highcross Strategic Advisers), where
she was involved in the day to day administration
and management of properties across all sectors.
Her skills and experience bring a broad range
of property-related support in areas of Health
and Safety, System Training and Property/Asset
Management.
Donna has had a long and varied career as a
Personal Assistant within Insurance, Advertising
and Accountancy. Her previous role was
supporting members of the UK&I Leadership team
within Corporate Finance and Tax at Ernst &
Young LLP. Donna joined REI plc in 2016 as Front
of House / Administrator and provides additional
support to the Executive team.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
Internal control
The Board has overall responsibility for ensuring that the Group maintains
systems of internal control to provide it with reasonable assurance
regarding the reliability of financial information used within the business
and that the assets of the business are safeguarded. It is acknowledged
that such systems can only provide reasonable and not absolute assurance
against material misstatements or loss. Key areas of internal control, which
are overseen by the Finance Director, are listed below:
• The preparation of monthly financial information which reports actual
performance and continuously updates monthly forecasts of revenue,
expense, cash flows and assets and liabilities for the remainder of the
current financial accounting period.
• Appraisal and approval of property and corporate investment
proposals in the context of their cash flow profile, potential profitability
and fit with the Group’s overall strategy.
• Ongoing review of the Group’s property portfolio and issues
arising therefrom.
• The close involvement of the Executive Directors in the day to day
running of the business.
The Board has considered the need for an internal audit function but has
decided the size and complexity of the Group does not justify it at present.
However, it will keep this decision under annual review.
CORPORATE GOVERNANCE REPORT
Directors’ statement on corporate governance
The Board of Directors is accountable to shareholders for the good
corporate governance of the Group. Under the AIM rules for companies,
the Group is not required to comply with the UK Corporate Governance
Code (September 2014) and does not comply with the Code. However,
the Board is aware of the best practice defined by the Code and seeks to
adopt procedures to institute good governance insofar as practical and
appropriate for a Group of its size while retaining its focus on the
entrepreneurial success of the business. The main elements of the Group’s
governance procedure are documented below.
Directors
The composition of the Board is set out on page 26. The Board currently
comprises 3 Non-Executive Directors and 2 Executive Directors. The Board
aims to meet monthly and is provided with relevant information on
financial, business and corporate matters prior to meetings. The Board is
responsible for overall Group strategy, approval of property and corporate
acquisitions and disposals, approval of substantial items of capital
expenditure, and consideration of significant operational and financial
matters. The Board has established both an Audit and Remuneration
Committee. Given the small size of the Board, it is not considered
necessary to establish a separate Nominations Committee. All members of
the Board are fully consulted on the potential appointment of a new
Director. All Directors are subject to re-election every 3 years.
Accountability and audit
The Audit Committee comprises 2 Non-Executive Directors, JRA Crabtree
and W Wyatt, and the Finance Director, by invitation. The committee
oversees the adequacy of the Group’s internal controls, accounting policies
and financial reporting and provides a forum through which the Group’s
external auditor reports to the Non-Executive Directors.
Going concern
The Group has prepared and reviewed forecasts and made appropriate
enquiries which indicate that the Group has adequate resources to
continue in operational existence for the foreseeable future. These enquiries
considered the following:
• the significant cash balances the Group holds and the low levels of
historic and projected operating cash outflows;
• any property purchases will only be completed if cash resources or
loans are available to complete those purchases; and
• the Group’s bankers have indicated their continuing support for the
Group. The Group’s £20 million facility with Lloyds Banking Group is
due for renewal in July 2018. Whilst the process of agreeing terms for
the renewal of these facilities, which would be subject to credit
approval, documentation and due diligence, has not commenced at
the present time the bank have confirmed the intention to roll the
facilities at a similar level for a period of 3 to 5 years from the expiry of
the facilities.
For these reasons, the Directors continue to adopt the going concern basis
in preparing the financial statements.
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DIRECTORS’ REMUNERATION REPORT
Remuneration Committee
As a Company trading on AIM, the Company is not obliged to comply with the provisions of the Directors’ Remuneration Reports Regulations. However,
as part of its commitment to good corporate governance practice the Company provides the following information.
The Remuneration Committee is made up of the 3 Non-Executive Directors and the Chief Executive, by invitation. The terms of reference of the Committee
are to review and make recommendations to the Board regarding the terms and conditions of employment of the Executive Directors.
Service agreements
No Director has a service agreement with a notice period that exceeds 12 months.
Policy on Directors’ remuneration
The Executive Directors’ remuneration packages are designed to attract, motivate and retain Directors of the high calibre needed to help the Group
successfully compete in its marketplace. The Group’s policies are to pay Executive Directors a salary at market levels for comparable jobs in the
sector whilst recognizing the relative size of the Group. The Executive Directors do not receive any benefits apart from their basic salaries, bonuses and
LTIP awards.
The performance management of the Executive Directors and the determination of their annual remuneration package is undertaken by the Remuneration
Committee. No Director plays a part in any decision about his own remuneration. Annual bonuses will be paid at the discretion of the Remuneration
Committee as an incentive and to reward performance during the financial year pursuant to specific performance criteria. In exercising its discretion the
Committee will take into account (among other things) NAV growth, dividend growth, rental growth, management performance and overall financial
performance. The Remuneration Committee believes that incentive compensation should recognize the growth and profitability of the business.
Directors’ remuneration (forming part of the financial statements and subject to audit)
The remuneration of Directors for the year ended 31 December 2017 was as follows:
Salary in
lieu of
benefits
£000
100
62
–
–
–
162
Salary
£000
400
250
–
–
35
685
Fees
£000
–
–
40
35
–
75
Share-based
payment
expense
£000
182
114
–
–
–
296
Bonus
£000
400
250
–
–
–
650
Employers'
national
insurance
contributions
£000
118
73
–
–
3
194
Total
£000
1,082
676
40
35
35
1,868
2017
Total
£000
1,200
749
40
35
38
2,062
2016
Total
£000
1,242
765
40
35
38
2,120
Share
options
2017
Number
‘000
728
455
–
–
–
Share
options
2016
Number
‘000
635
397
–
–
–
1,183
1,032
PPS Bassi
MHP Daly
JRA Crabtree
W Wyatt
P London
Salary in lieu of benefits is paid in recognition for the fact that the Directors do not receive any benefits in kind.
No post-employment benefits, including pension contributions, are received by the Directors.
Policy on Non-Executive Directors’ remuneration
The remuneration of the Non-Executive Directors is determined by the Board and based upon independent surveys of fees paid to Non-Executive Directors of
similar companies. The Non-Executive Directors do not receive any benefits apart from their fees which are paid directly to the individual involved.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
DIRECTORS’ REMUNERATION REPORT CONTINUED
Long Term Incentive Plan
At the Annual General Meeting held in June 2010 a resolution was passed approving the adoption of a new Long Term Incentive Plan (“LTIP”). On 8th
June 2015, the terms of the LTIP were revised and previous options cancelled. The LTIP is designed to promote retention and incentivise the Executive
Directors to grow the value of the Group and to maximise returns:
• The LTIP has a 10-year life from January 2010 to December 2019.
• Performance conditions:
• 50% of the award subject to absolute NAV growth plus dividends with threshold vesting – 30% of this part of the award – at 8.5% annual growth
including dividends and full vesting at 14.0% annual growth
• 50% subject to absolute total shareholder return (share price growth plus dividends) with threshold vesting – 30% of this part of the award – at
8.5% annual growth and full vesting at 14.0%
• Amounts payable will be satisfied in full (save as below) by the issue of Ordinary Shares or the grant of zero/nominal cost options to any participant.
The price at which shares will be issued will be the weighted average mid-market closing price for the first 20 business days following announcement
of the latest full year results. On issue, the Ordinary Shares will rank pari passu with the existing issued Ordinary Shares.
• The number of Ordinary Shares which can be issued under the LTIP is limited to 10% of the Company’s then issued share capital. Any excess earned
above this level will be paid in cash provided that the Remuneration Committee consider it prudent to do so at that stage, otherwise payment will be
deferred until the Remuneration Committee deem it prudent.
• The Remuneration Committee may from time to time make any alteration to the plan which it thinks fit, including for legal, regulatory or tax reasons, in
order to ensure the smooth workings of the plan in line with its objectives.
• Conditional awards of shares made each year.
• Awards vest after 3 years subject to continued employment and meeting objective performance conditions.
On 8 June 2015, 7 April 2016 and 17 March 2017, the Group granted each of PPS Bassi and MHP Daly an option under the scheme which entitles
them to subscribe for or acquire Ordinary Shares in the Company at a price of 10p per share (in the case of new Ordinary Shares) or 0p per share (in
the case of a transfer of existing shares). The grant and exercise of the options is subject to the rules of the LTIP and cannot be exercised unless the relevant
performance criteria are met, as discussed above.
Based on the results and particularly the share price for 2017 15% of the options awarded in 2015 will vest.
Approved by the Board of Directors
P London
Chairman, Remuneration Committee
19 March 2018
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32
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
REAL ESTATE INVESTORS PLC
Our opinion on the financial statements is unmodified
We have audited the financial statements of Real Estate Investors Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 31
December 2017 which comprise the consolidated statement of comprehensive income, consolidated and Company statement of changes in equity,
consolidated and Company statement of financial position, consolidated and Company statement of cash flows and notes to the financial statements,
including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group
financial statements is applicable law and 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.
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2017 and of
the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
• the Parent 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.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under those
standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the
Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Who we are reporting to
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.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
• the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
• the Directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group’s or the
Parent Company’s ability to continue to adopt the going concern basis of accounting for a period of at least 12 months from the date when the
financial statements are authorised for issue.
Overview of our audit approach
• Overall Group materiality: £2.2 million, which represents 1% of the Group’s total assets;
• In addition, we applied a lower materiality of £0.6 million based on 5% of profit before tax for the
year, to all income statement items above operating profit excluding surplus on sale of investment
property and change in fair value of investment properties;
• Key audit matters were identified as improper revenue recognition and investment property valuation.
• We performed full scope audit procedures on all Group companies.
Key audit matters
The graph below depicts the audit risks identified and their relative significance based on the extent of the financial statement impact and the extent of
management judgement.
High
Potential
financial
statement
impact
Low
Valuation of
financial liabilities
Valuation of
financial liabilities
Investment
property valuation
Existence of investment
property and inventory
Improper revenue
recognition
Management override
of control
Inventory
valuation
Existence of
debtors
Low
Extent of management judgement
High
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
REAL ESTATE INVESTORS PLC CONTINUED
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included
those that had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key Audit Matter – Group and Parent
How the matter was addressed in the audit – Group and Parent
Risk 1 Improper revenue recognition
Under International Standard on Auditing (UK) 240 ‘The auditor’s
responsibilities relating to fraud in an audit of financial statements’, there is
a presumed risk of fraud in revenue recognition.
Our audit work included, but was not restricted to:
• walkthroughs of rental income transactions and assessing the design
effectiveness of key controls;
• agreeing a statistical sample of rental income to signed tenancy
Further, revenue for the Group and Parent consists primarily of rental
income. Rental income is derived from tenancy agreements as well as
rental guarantee clauses contained in certain sale and purchase
agreements. Included within these agreements are certain terms, which
increase the risk of error in revenue recognition, including lease incentives.
Incomplete or inaccurate revenue recognition could have an adverse
impact on the Group and Parent’s net asset value, earnings per share, its
level of dividend cover and compliance with Real Estate Investment Trust
(“REIT”) regulations. We therefore identified the recognition of revenue as
a significant risk, which was one of the most significant assessed risks of
material misstatement.
Risk 2 Investment property valuation
The Group and Parents’ investment property portfolio is required to be held
at fair value under IAS 40 ‘Investment Property’. The Group’s portfolio is
split between retail and office properties across the UK.
The valuation of the investment property portfolio is inherently subjective
due to, among other factors, the individual nature of each property, its
location and the expected future rentals for that particular property.
The valuations of all but one investment property were carried out by third
party valuers, Cushman & Wakefield and Jones Lang LaSalle (the
“valuers”). The valuers were engaged by the Directors, and performed their
work in accordance with the Royal Institute of Chartered Surveyors (“RICS”)
Valuation – Professional Standard. The valuers used by the Group and
Parent have considerable experience in the markets in which the Group
and Parent operates.
In determining a property’s valuation, the valuers take into account
property-specific information such as the current tenancy agreements and
rental income. They apply assumptions for yields and estimated market
rent, which are influenced by prevailing market yields and comparable
market transactions, to arrive at the final valuation.
One property was not valued at the year end by independent valuers due
to it being in the process of being sold at the year end. The property was
instead valued by a Director.
The significance of the estimates and judgements involved, coupled with
the fact that only a small percentage difference in individual property
valuations, when aggregated, could result in a material misstatement,
warrants specific audit focus in this area.
agreements;
• agreeing a sample of sale and purchase agreements;
• creating an expectation of rental income taking into account any lease
incentives, new tenants, leaving tenants and rental guarantees and
comparing to rental income recognised in the financial statements,
seeking explanations for any differences greater than our defined
acceptance range; and
• considering the Group’s revenue recognition policy in the context of our
substantive testing, confirming that the policy has been correctly applied
and that it is in accordance with IAS 18: ‘Revenue’.
The Group’s accounting policy on revenue recognition is shown in note 1 to
the financial statements and related disclosures are included in note 2.
Key observations
Based on our audit work, we did not identify any material misstatement in
the revenue recognised in the year ended 31 December 2017.
Our audit work included, but was not restricted to:
• obtaining year-end valuations for each property from the independent
valuers, ensuring that the valuation approach for each valuer was
appropriate and in line with RICS ‘red book’ as required by IAS 40, and
that any factual inputs were accurate by comparing the rental data used
in a sample of the valuers’ calculations to the rental schedule prepared
by management;
• assessing the valuers’ qualifications and expertise and reading their terms
of engagement with the Group to determine whether there were any
matters that might have affected their objectivity or may have imposed
scope limitations upon their work;
• analysing year on year valuation movements including discussion of any
outliers with both management and the independent valuers;
• benchmarking, for outlier properties identified by the analysis above,
valuation-yields against comparable published market data and seeking
further corroboration for those that fall outside a pre-determined
range; and
• agreeing the one investment property valued by the Directors to sales
contract and completion statement as it had been sold after the
year end.
The Group's accounting policy on investment property valuation is shown in
note 1 to the financial statements and related disclosures are included in
note 9 and note 16.
Key observations
We found that:
• Investment property valuations were made by suitably qualified
independent valuers using information provided by management that is
consistent with information obtained during our audit.
We therefore identified Investment property valuation as a significant risk,
which was one of the most significant assessed risks of material
misstatement.
• The judgements made, and assumptions used by the valuers/Directors in
determining the investment property valuations were balanced and
supported by the evidence obtained from our testing.
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Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably
knowledgeable person would be changed or influenced. We use materiality in determining the nature, timing and extent of our audit work and in
evaluating the results of that work.
Materiality was determined as follows:
Materiality measure
Group
Parent
Financial statements as a whole
£2.2 million which is 1% of total assets. This benchmark
is considered the most appropriate as it most
appropriately reflects the ownership and valuation of
investment properties of interest to the users of the
financial statements, which is a key area of audit focus.
Materiality for the current year is higher than the level
that we determined for the year ended 31 December
2016 reflecting the increase in total asset value through
purchase of additional investment properties throughout
the year.
£1.9 million which is 1% of total assets, capped at
90% of Group materiality. This benchmark is
considered the most appropriate as it most
appropriately reflects the ownership and valuation
of investment properties of interest to the users of
the financial statements, which is a key area of
audit focus.
Materiality for the current year is higher than the
level that we determined for the year ended 31
December 2016 reflecting the increase in total
asset value through purchase of additional
investment properties throughout the year.
Performance materiality used to drive the
extent of our testing
75% of materiality for the financial statements as
a whole
75% of materiality for the financial statements as
a whole
Specific materiality for income statement
items above operating profit excluding
gain or loss on sale of investment
properties and net gain or loss on
revaluation of investment properties.
Specific materiality for other areas
We applied a lower materiality of £0.6 million to all
income statement items above operating profit excluding
surplus on sale of investment and change in fair value of
investment properties; based on 5% of the Group’s profit
before tax for the year. We believe misstatement of
these specific income statement items of a lesser amount
than materiality for the financial statements as a whole
could reasonably be expected to influence the Group’s
members’ assessment of the financial performance of
the Group.
We applied a lower materiality of £0.4 million to
all income statement items above operating profit
excluding surplus on sale of investment property
and change in fair value of investment properties;
based on 5% of the Company’s profit before tax
for the year. We believe misstatement of these
specific income statement items of a lesser amount
than materiality for the financial statements as a
whole could reasonably be expected to influence
the Company’s members’ assessment of the
financial performance of the Company.
We also applied a lower level of specific materiality for
certain areas such as Directors’ remuneration and
related party transactions.
We also applied a lower level of specific
materiality for certain areas such as Directors’
remuneration and related party transactions.
Communication of misstatements to the
Audit Committee
£110,850 and misstatements below that threshold that,
in our view, warrant reporting on qualitative grounds.
£59,750 and misstatements below that threshold
that, in our view, warrant reporting on qualitative
grounds.
The graph below illustrates how performance materiality interacts with our overall materiality and the tolerance for potential uncorrected misstatements.
Overall materiality - Group
Overall materiality - Parent
25%
25%
75%
75%
Tolerance for potential uncorrected misstatements
Performance materiality
An overview of the scope of our audit
Our audit approach was a risk-based approach founded on a thorough understanding of the Group's business, its environment and risk profile and in
particular included:
• a full scope audit in relation to the Parent Company and all of its subsidiaries;
• evaluation of the Group's internal controls environment including its IT systems and controls.
There is no change in this scope from that of the prior year.
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35
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
REAL ESTATE INVESTORS PLC CONTINUED
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report set out on pages
2 to 32, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in
the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Our opinion on other matters prescribed by the Companies Act 2006 is unmodified
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have
not identified material misstatements in the Strategic Report or the Directors’ Report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not
visited by us; or
• the Parent Company financial statements 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.
Responsibilities of Directors for the financial statements
As explained more fully in the Directors’ responsibilities statement set out on page 26, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to
liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website
at:www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Rebecca Eagle
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Birmingham
19 March 2018
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2017
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Revenue
Cost of sales
Gross profit
Administrative expenses
Surplus on sale of investment properties
Change in fair value of investment properties
Profit from operations
Finance income
Finance costs
Profit/(loss) on financial liabilities at fair value through profit and loss
Profit on ordinary activities before taxation
Income tax charge
Net profit after taxation and total comprehensive income
Total and continuing earnings per Ordinary Share
Basic
Diluted
The results of the Group for the period related entirely to continuing operations.
The accompanying notes form an integral part of these financial statements.
Note
9
5
5
16
3
6
7
7
2017
£000
14,880
(1,727)
13,153
(3,548)
176
4,212
13,993
19
(3,457)
725
11,280
(145)
11,135
2016
£000
13,453
(1,600)
11,853
(3,503)
–
3,531
11,881
45
(3,157)
(566)
8,203
(121)
8,082
5.97p
5.88p
4.34p
4.28p
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2017
At 1 January 2016
Share-based payment
Dividends
Transactions with owners
Profit for the year and total comprehensive income
At 31 December 2016
Share-based payment
Dividends
Transactions with owners
Profit for the year and total comprehensive income
Share
capital
£000
18,642
–
–
–
–
Share
premium
account
£000
51,721
–
–
–
–
18,642
51,721
–
–
–
–
–
–
–
–
Capital
redemption
reserve
£000
45
–
–
–
–
45
–
–
–
–
Other
reserve
£000
300
500
–
500
Retained
earnings
£000
47,230
–
(5,359)
Total
£000
117,938
500
(5,359)
(5,359)
(4,859)
–
8,082
8,082
800
350
–
350
49,953
121,161
–
(5,592)
350
(5,592)
(5,592)
(5,242)
–
11,135
11,135
At 31 December 2017
18,642
51,721
45
1,150
55,496
127,054
The accompanying notes form an integral part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2017
At 1 January 2016
Share-based payment
Dividends
Transactions with owners
Profit for the year and total comprehensive income
At 31 December 2016
Share-based payment
Dividends
Transactions with owners
Profit for the year and total comprehensive income
Share
capital
£000
18,642
–
–
–
–
Share
premium
account
£000
51,721
–
–
–
–
18,642
51,721
–
–
–
–
–
–
–
–
Capital
redemption
reserve
£000
45
–
–
–
–
45
–
–
–
–
Other
reserve
£000
300
500
–
500
Retained
earnings
£000
Total
£000
44,359
–
(5,359)
115,067
500
(5,359)
(5,359)
(4,859)
–
6,976
6,976
800
350
–
350
45,976
117,184
–
(5,592)
350
(5,592)
(5,592)
(5,242)
–
11,835
11,835
At 31 December 2017
18,642
51,721
45
1,150
52,219
123,777
The accompanying notes form an integral part of these financial statements.
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 December 2017
Assets
Non current
Intangible assets
Investment properties
Property, plant and equipment
Deferred tax
Current
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
Liabilities
Current
Bank loans
Provision for current taxation
Trade and other payables
Non current
Bank loans
Financial liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium account
Capital redemption reserve
Other reserve
Retained earnings
Total equity
Net assets per share
These financial statements were approved and authorised for issue by the Board of Directors on 19 March 2018.
Signed on behalf of the Board of Directors
JRA Crabtree
Chairman
MHP Daly
Finance Director
Company No 5045715
The accompanying notes form an integral part of these financial statements.
Note
2017
£000
2016
£000
8
9
10
17
12
13
15
14
15
15
18
–
209,421
12
540
–
198,202
14
685
209,973
198,901
3,708
3,663
4,339
3,695
2,925
11,775
11,710
18,395
221,683
217,296
(20,378)
(23)
(6,146)
(20,412)
(23)
(6,000)
(26,547)
(26,435)
(64,213)
(3,869)
(65,106)
(4,594)
(68,082)
(69,700)
(94,629)
(96,135)
127,054
121,161
18,642
51,721
45
1,150
55,496
18,642
51,721
45
800
49,953
127,054
121,161
68.2p
65.0p
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39
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Note
2017
£000
2016
£000
9
10
11
17
12
13
15
14
15
15
18
202,106
12
1,670
540
187,424
14
2,423
685
204,328
190,546
2,380
5,988
4,241
2,380
6,437
11,623
12,609
20,440
216,937
210,986
(20,303)
(22)
(8,509)
(20,337)
(22)
(7,574)
(60,457)
(3,869)
(61,275)
(4,594)
(64,326)
(65,869)
(93,160)
(93,802)
123,777
117,184
18,642
51,721
45
1,150
52,219
18,642
51,721
45
800
45,976
123,777
117,184
COMPANY STATEMENT OF FINANCIAL POSITION
For the year ended 31 December 2017
Assets
Non current
Investment properties
Property, plant and equipment
Investments
Deferred tax
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
Liabilities
Current
Bank loans
Provision for current taxation
Trade and other payables
Non current
Bank loans
Financial liabilities
Total liabilities
Net assets
Equity
Ordinary Share capital
Share premium account
Capital redemption reserve
Other reserve
Profit and loss account
Total equity
The Company profit for the year was £11,835,000 (2016: £6,976,000).
These financial statements were approved by the Board of Directors on 19 March 2018.
Signed on behalf of the Board of Directors
JRA Crabtree
Chairman
MHP Daly
Finance Director
Company No 5045715
The accompanying notes form an integral part of these financial statements.
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CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2017
Cash flows from operating activities
Profit after taxation
Adjustments for:
Depreciation
Net goodwill written off
Net surplus on valuation of investment property
Surplus on sale of investment property
Share-based payment
Finance income
Finance costs
(Profit)/loss on financial liabilities at fair value through profit and loss
Income tax charge
Increase in inventories
(Increase)/decrease in trade and other receivables
(Decrease)/increase in trade and other payables
Interest paid
Net cash from operating activities
Cash flows from investing activities
Purchase of investment properties
Purchase of property, plant and equipment
Proceeds from sale of investment properties
Interest received
Cash flows from financing activities
Equity dividends paid
Proceeds from new bank loans
Payment of bank loans
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
NOTES:
Cash and cash equivalents consist of cash in hand and balances with banks only.
The accompanying notes form an integral part of these financial statements.
2017
£000
2016
£000
11,135
8,082
5
–
(4,212)
(176)
350
(19)
3,457
(725)
145
(13)
(738)
(87)
9,122
(3,457)
5,665
4
53
(3,531)
–
500
(45)
3,157
566
121
(1,315)
461
281
8,334
(3,157)
5,177
(20,353)
(3)
13,522
19
(39,462)
(2)
–
45
(6,815)
(39,419)
(5,359)
–
(927)
(4,194)
42,200
(766)
(6,286)
37,240
(7,436)
11,775
2,998
8,777
4,339
11,775
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41
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
2017
£000
2016
£000
11,835
6,976
5
(5,050)
(176)
350
753
(19)
3,224
(725)
145
–
449
702
11,493
(3,224)
8,269
4
(2,802)
–
500
–
(41)
2,918
566
121
–
(507)
2,223
9,958
(2,918)
7,040
(20,353)
(3)
10,897
19
(39,462)
(2)
–
41
(9,440)
(39,423)
(5,359)
–
(852)
(4,194)
42,200
(590)
(6,211)
37,416
(7,382)
11,623
5,033
6,590
4,241
11,623
COMPANY STATEMENT OF CASH FLOWS
For the year ended 31 December 2017
Cash flows from operating activities
Profit after taxation
Adjustments for:
Depreciation
Net surplus on valuation of investment property
Surplus on sale of investment property
Share-based payment
Provision against investments
Finance income
Finance costs
(Profit)/loss on financial liabilities at fair value through profit and loss
Income tax charge
Increase in inventories
Decrease/(increase) in trade and other receivables
Increase in trade and other payables
Interest paid
Net cash from operating activities
Cash flows from investing activities
Purchase of investment properties
Purchase of property, plant and equipment
Proceeds from sale of investment properties
Interest received
Cash flows from financing activities
Equity dividends paid
Proceeds from new bank loans
Payment of bank loans
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
NOTES:
Cash and cash equivalents consist of cash in hand and balances with banks only.
The accompanying notes form an integral part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2017
1. Accounting policies
The financial statements have been prepared under the historical cost convention, except for the revaluation of properties and financial instruments held
at fair value through profit and loss, and in accordance with International Financial Reporting Standards (“IFRS”) adopted by the European Union.
The principal accounting policies of the Group are set out below and are consistent with those applied in the 2017 financial statements, except
where new standards have been issued and applied retrospectively. Further details of these standards and their application by the Group are set
out on page 46.
Going concern
The Group has prepared and reviewed forecasts and made appropriate enquiries which indicate that the Group has adequate resources to continue in
operational existence for the foreseeable future. These enquiries considered the following:
• The significant cash balances the Group holds and the low levels of historic and projected operating cash outflows.
• Any property purchases will only be completed if cash resources or loans are available to complete those purchases.
• The Group’s bankers have indicated their continuing support for the Group. The Group’s £20 million facility with Lloyds Banking Group is due for
renewal in July 2018. Whilst the process of agreeing terms for the renewal of these facilities, which would be subject to credit approval,
documentation and due diligence, has not commenced at the present time the bank have confirmed the intention to roll the facilities at a similar level
for a period of 3 to 5 years from the expiry of the facilities.
For these reasons, the Directors continue to adopt the going concern basis in preparing the financial statements.
Business combinations
Subsidiaries are all entities over which the Group has control. The Group obtains and exercises control through voting rights. The consolidated financial
statements of the Group incorporate the financial statements of the Parent Company as well as those entities controlled by the Group by full consolidation.
Acquired subsidiaries are subject to application of the acquisition method. The consideration transferred by the Group to obtain control of a subsidiary is
calculated as the sum of the acquisition-date fair values of the assets transferred, liabilities incurred and the equity interests issued by the Group, which
includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.
The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously
recognised in the acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their
acquisition-date fair values.
Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of the fair value of consideration
transferred, the recognised amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any existing equity interest in the
acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of the identifiable net assets exceed the sum calculated above,
the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss immediately.
Intra-group balances and transactions, and any unrealised gains or losses arising from intra-group transactions, are eliminated in preparing the
consolidated financial statements.
No statement of comprehensive income is presented for the Company as permitted by Section 408 of the Companies Act 2006. The Company’s profit
for the financial year was £11,835,000 (2016: £6,976,000).
Investments
Investments in subsidiary undertakings are recorded at cost less provision for impairment.
Income recognition
Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is
measured at the fair value of the consideration received, excluding discounts, rebates, VAT and other sales taxes or duties. The following criteria must be
met before income is recognised:
Rental income
Rental income arising from operating leases on properties owned by the Group is accounted for on a straight-line basis over the period commencing on
the later of the start of the lease or acquisition of the property by the Group, and ending on the end of the lease, unless it is reasonably certain that the
break option will be exercised. Rental income revenue excludes service charges and other costs directly recoverable from tenants.
Sale of properties
Revenue from the sale of properties is recognised when the significant risks and rewards of ownership of the properties have passed to the buyer, usually
when legally binding contracts which are irrevocable and unconditional are exchanged. Revenue is, therefore, recognised when legal title passes to the
purchaser, on completion.
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2017
1. Accounting policies continued
Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation.
Investment properties are initially recognised at cost including direct transaction costs.
Investment properties are subsequently valued externally or by the Directors on an open market basis at the balance sheet date and recorded at
valuation. Any surplus or deficit arising on revaluing investment properties is recognised in profit or loss in the period in which they arise.
Dilapidation receipts are held in the balance sheet and offset against subsequent associated expenditure. Any ultimate gains or shortfalls are recognised
in profit or loss, offset against any directly corresponding movement in fair value of the investment property to which they relate.
Leasehold improvements and office equipment
Leasehold improvements and office equipment are carried at acquisition cost less subsequent depreciation and impairment losses. Depreciation is
charged on the cost of these assets less their residual value on a straight-line basis over the estimated useful economic life of each asset, by equal annual
instalments over the following periods:
Leasehold improvements
Office equipment
–
–
length of lease
5 years
Residual values and useful lives are reassessed annually.
Inventories
Inventories are held at the lower of cost and net realisable value. Cost includes all fees relating to the purchase of the property and improvement
expenses. Net realisable value is based on estimated selling price less future costs expected to be incurred to sale. Any provisions to impair inventories
below cost are reversed in future periods if market conditions subsequently support a higher fair value but only up to a maximum of the original cost.
Operating leases
Group Company is the lessee
Leases in which substantially all risks and rewards of ownership are retained by another party, the lessor, are classified as operating leases. Payments,
including prepayments, made under operating leases (net of any incentives received from the lessor) are charged as an expense on a straight-line basis
over the period of the lease.
Group Company is the lessor
Properties leased out to tenants under operating leases are included in investment properties in the statement of financial position when all the risks and
rewards of ownership of the property are retained by the Group.
Taxation
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting period,
that are unpaid at the year end date. They are calculated according to the tax rates and tax laws enacted and substantively enacted at the year-end
date, based on the taxable profit for the year.
The Group elected for Real Estate Investment Trust (“REIT”) status with effect from 1 January 2015. As a result, providing certain conditions are met, the
Group’s profits from property investment are exempt from United Kingdom corporation tax. Therefore, for 2017 there is no income tax payable on the
Group’s property investment transactions and no provision for deferred tax arising on the revaluation of properties or on unused trading losses,
substantially all of which relate to property investment.
Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of relevant
assets and liabilities in the consolidated financial statements with their respective tax bases. However, in accordance with the rules set out in IAS 12, no
deferred taxes are recognised on the initial recognition of goodwill, or on initial recognition of an asset or liability unless the related transaction is a
business combination or affects tax or accounting profit. This applies also to temporary differences associated with shares in subsidiaries if reversal of
these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future.
Deferred tax liabilities are provided for in full. Deferred tax assets are recognised to the extent that it is probable that they will reverse. Deferred tax assets
and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided that they are
enacted or substantively enacted at the balance sheet date.
Most changes in deferred tax assets or liabilities are recognised as a component of tax expense in the statement of comprehensive income. Only changes
in deferred tax assets or liabilities that relate to a change in the value of assets or liabilities that is charged directly to other comprehensive income are
charged or credited directly to other comprehensive income.
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1. Accounting policies continued
Financial assets
The Group’s financial assets include cash and cash equivalents and trade and other receivables.
All financial assets are initially recognised at fair value plus transaction costs, when the Group becomes party to the contractual provisions of
the instrument.
Interest resulting from holding financial assets is recognised in the statement of comprehensive income using the effective interest method.
Loans and receivables are measured subsequent to initial recognition at amortised cost using the effective interest method, less provision for impairment.
Provision for impairment of trade, loan receivables and other receivables is made when objective evidence is received that the Group will not be able to
collect all amounts due to it in accordance with the original terms of the receivable. The amount of the impairment is determined as the difference
between the assets’ carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Any change in
their value through impairment or reversal of impairment is recognised in profit or loss.
A financial asset is derecognised only where the contractual rights to the cash flows from the asset expire or the financial asset is transferred and that
transfer qualifies for derecognition.
A financial asset is transferred if the contractual rights to receive the cash flows of the asset have been transferred or the Group retains the contractual
rights to receive the cash flows of the asset but assumes a contractual obligation to pay the cash flows to one or more recipients. A financial asset that is
transferred qualifies for derecognition if the Group transfers substantially all the risks and rewards of ownership of the asset.
Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand.
Equity
• Share capital represents the nominal value of equity shares that have been issued.
• Share premium represents the excess over nominal value of the fair value of the consideration received for equity shares, net of expenses of the
share issue.
• The capital redemption reserve represents the nominal value of shares cancelled on the purchase of own shares in order to maintain the capital base
of the Group.
• Other reserves represent the cumulative amount of the share-based payment expense.
• Retained earnings include all current and prior period results as disclosed in the statement of comprehensive income.
Financial liabilities
The Group’s financial liabilities include bank loans and overdrafts, trade and other payables and liabilities at fair value through profit and loss.
Financial liabilities are recognised when the Group becomes a party to the contractual agreement of the instrument. All interest related charges are
recognised as an expense in “finance costs” in the statement of comprehensive income using the effective interest method.
Bank overdrafts are raised for support of the short-term funding of the Group’s operations.
Bank loans are raised for support of the long-term funding of the Group’s operations. They are recognised initially at fair value, net of direct issue costs
and subsequently measured at amortised cost using the effective interest method, with interest-related charges recognised as an expense in finance costs
in the statement of comprehensive income. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are
recognised in profit or loss on an accruals basis using the effective interest method and are added to the carrying amount of the instrument to the extent
that they are not settled in the period in which they arise.
Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost less settlement payments.
All derivative financial instruments are valued at fair value through profit and loss. No derivative financial instruments have been designated as hedging
instruments. All interest-related charges are included within finance costs or finance income. Changes in an instrument’s fair value are disclosed separately
in the statement of comprehensive income. Fair value is determined by reference to active market transactions or using a valuation technique where no
active market exists.
A financial liability is derecognised only when the obligation is extinguished, that is when the obligation is discharged or cancelled or expires.
Classification as equity or financial liability
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
A financial liability exists where there is a contractual obligation to deliver cash or another financial asset to another entity or to exchange financial assets
or financial liabilities under potentially unfavourable conditions. In addition contracts which result in the entity delivering a variable number of its own
equity instruments are financial liabilities. Shares containing such obligations are classed as financial liabilities.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Dividends and
distributions relating to equity instruments are debited directly to equity.
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2017
1. Accounting policies continued
Share warrants and share options
All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. Where employees are
rewarded using share-based payments, the fair values of employees’ services are determined indirectly by reference to the fair value of the instrument
granted to the employee. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example, profitability
and sales growth targets).
All equity-settled share-based payments are ultimately recognised as an expense in the statement of comprehensive income with a corresponding credit to
other reserves.
Upon exercise of share warrants or share options the proceeds received net of attributable transaction costs are credited to share capital, and where
appropriate share premium.
When the share warrants or share options have vested and then lapsed, the amount previously recognised in other reserves is transferred to
retained earnings.
Share-based payments
The Company has a Long Term Incentive Plan for certain of its employees. Employee services received, and the corresponding increase in equity, are
measured by reference to the fair value of the equity instruments at the date of grant, excluding the impact of any non-market vesting conditions. The fair
value of share options is estimated on the date of grant using a binomial valuation model, according to the characteristics of the option, and is based on
certain assumptions. Those assumptions include, among others, the dividend growth rate, expected volatility, and the expected life of the options.
Management then apply the fair value to the number of options expected to vest. The resulting fair value is amortised through the statement of
comprehensive income on a straight-line basis over the vesting period with a corresponding credit to other reserves. The charge is reversed if it is likely
that any non-market based criteria will not be met. If a category of share options is cancelled, this is accounted for as an acceleration of vesting and any
remaining fair value is recognised in full at the date of cancellation.
Segmental reporting
An operating segment is a distinguishable component of the Group that engages in business activities from which it may earn revenues and incur
expenses, whose operating results are regularly reviewed by the Group’s chief operating decision maker to make decisions about the allocation of
resources and assessment of performance and about which discrete financial information is available.
As the chief operating decision maker reviews financial information for and makes decisions about the Group’s investment properties and properties held
for trading as a portfolio, the Directors have identified a single operating segment, that of investment in and trading of commercial properties.
Application of new and revised IFRS and interpretations thereof issued by the International Financial Reporting
Interpretations Committee (“IFRIC”)
The Group has adopted the new provisions of the following amended standards but there is no material impact on the amounts reported or the
disclosures in the financial statements:
• Annual Improvements to IFRSs 2011 – 2013 cycle
Adoption of new or amended IFRS
The Directors anticipate that the adoption of new standards which are in issue but not yet effective and have not been adopted early by the Group will
be relevant to the Group but will not result in significant changes to the Group’s accounting policies. These are:
• IFRS 9 Financial Instruments (IASB effective date 1 January 2018, EU endorsed)
• IFRS 14 Regulatory Deferral Accounts (IASB effective 1 January 2016, EU endorsement deferred until final standard released)
• IFRS 15 Revenue from Contracts with Customers (IASB effective 1 January 2018, EU endorsed)
• IFRS 16 Leases (IASB effective 1 January 2019, EU not yet endorsed)
• Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 and IAS 28 (deferred indefinitely)
• Clarifications to IFRS 15 Revenue from Contracts with Customers (IASB effective 1 January 2018, EU not yet endorsed)
• Amendments to IFRS 2: Classification and Measurement of Share-based Payment Transactions (IASB effective 1 January 2018, EU not yet endorsed)
• Amendments to IFRS 4: Applying IFRS 9 to IFRS 4 Insurance Contracts (IASB effective 1 January 2018, EU not yet endorsed)
• Annual Improvements to IFRS 2014-2016 Cycle – Relating to IFRS 1 First time adoption of IFRS and IAS 28 Investment in Associates and Joint Ventures
(IASB effective 1 January 2017, EU not yet endorsed)
• Annual Improvements to IFRS 2014-2016 Cycle – Relating to IFRS 12 Disclosure of interest in other entities (IASB effective 1 January 2018, EU not
yet endorsed)
• IFRIC Interpretation on foreign currency transactions and advance considerations (IASB effective 1 January 2018, EU not yet endorsed)
• Amendments to IAS 40: Transfers of investment property (IASB effective date 1 January 2018, EU not yet endorsed)
Standards and interpretations in issue, not yet effective
The Group has commenced assessment of the impact of the above standards and does not expect that their adoption in future periods will have a
material impact on its results of operations and financial position.
Certain other new standards and interpretations have also been issued but are not expected to have a material impact on the Group’s
financial statements.
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1. Accounting policies continued
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal actual results. The
estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
accounting year are as follows:
Investment property valuation
The Group uses the valuations performed by its independent valuers or the Directors as the fair value of its investment properties. The valuation is based
upon assumptions including future rental income, anticipated maintenance costs and on the appropriate discount rate. The valuer and Directors also make
reference to market evidence of transaction prices for similar properties. The impact of changes in property yields used to ascertain the valuation of
investment properties are considered (see notes 15 and 16).
Trade and other receivables
The Group is required to judge when there is sufficient objective evidence to require the impairment of individual trade and other receivables. It does this
on the basis of the age of the relevant receivables, external evidence of the credit status of the debtor entity and the status of any disputed amounts.
Further details with regard to the potential impairment of trade and loan receivables are provided in note 13.
Deferred taxation
The Group and Company have a deferred tax asset of £540,000 at 31 December 2017 (2016: £685,000) which relates to financial instruments as
detailed in note 16. The Directors monitor the interest rate swap to assess the reversal of the deferred tax asset.
Surrender premiums
The Group is required to judge whether amounts due under lease surrenders are sufficiently irrevocable that income can be accrued. Judgement is also
required in establishing whether income relates to an exit fee for terminating the leased asset (recognised immediately), or whether it represents
accelerated rental income (recognised over the remaining lease term). Surrender premiums received during the year are shown in note 2.
Critical judgements in applying the Group’s accounting policies
The Group makes judgements in applying the accounting policies. The critical judgements that have been made are as follows:
REIT status
The Group and Company elected for Real Estate Investment Trust (“REIT”) status with effect from 1 January 2015. As a result, providing certain conditions
are met, the Group and Company’s profit from property investment and gains are exempt from UK corporation tax. In the Directors’ opinion the Group
and Company have met these conditions.
Investment entity status
Following the conversion of the Group to REIT status during 2015, the Directors have considered the criteria of the International Accounting Standards
Board’s publication ‘Investment Entities – Amendments to IFRS 10, IFRS 12 and IAS 27’ and are satisfied that the Group does not meet the definitions of
an investment entity and as such it remains appropriate to consolidate all of the subsidiaries.
2. Segmental information
The segmental information is provided to the Chief Executive, who is the chief operating decision maker.
Segment revenues
– Rental income
– Surrender premiums
Cost of sales
– Direct costs
Administrative expenses
Surplus on disposal of investment property
Surplus on valuation of investment properties
Segment operating profit
Segment assets
Investment in and trading of
properties
2017
£000
14,309
571
14,880
(1,727)
(1,727)
(3,548)
176
4,212
2016
£000
13,019
434
13,453
(1,600)
(1,600)
(3,503)
–
3,531
13,993
11,881
221,683
217,296
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2017
2. Segmental information continued
The segmental information provided to the Chief Executive also includes the following:
Finance income
Finance costs
Depreciation
Income tax charge
2017
£000
19
(3,457)
(5)
(145)
2016
£000
45
(3,157)
(4)
(121)
Revenue from external customers and non-current assets arises wholly in the United Kingdom. All revenue for the year is attributable to the principal
activities of the Group. Revenue from the largest customer represented 3% (2016: 6%) of the total rental income revenue for the period.
3. Profit on ordinary activities before taxation
Profit on ordinary activities before taxation is stated after:
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts
Fees payable to the Company’s auditor for other services – Audit of the accounts of the subsidiaries
Depreciation of owned property and equipment
Operating lease payments
4. Directors and employees
Staff costs during the period were as follows:
Wages and salaries
Social security costs
Share-based payment charge
2017
£000
27
18
5
181
2017
£000
1,913
250
350
2,513
2016
£000
24
20
4
177
2016
£000
1,854
222
500
2,576
The average number of employees (including Executive Directors) of the Group and the Company during the period was 8 (2016: 8), all of whom were
engaged in administration. The Executive and Non-Executive Directors are also the key management personnel of the Group and the Company and
details of their remuneration are included within the Directors’ Remuneration Report on pages 31 and 32.
5. Finance income/finance costs
Finance income:
Interest receivable
Finance costs:
Interest payable on bank loans
6. Income tax charge
Result for the year before tax
Tax rate
Expected tax charge
REIT exempt income and gains
Actual tax charge
Tax charge comprises:
Current tax
Deferred tax charge (note 17)
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2017
£000
2016
£000
19
45
(3,457)
(3,157)
2017
£000
11,280
19.25%
2,171
(2,026)
145
–
145
145
2016
£000
8,203
20%
1,641
(1,520)
121
–
121
121
7. Earnings per share
The calculation of earnings per share is based on the result for the year after tax and on the weighted average number of shares in issue during the year.
Reconciliations of the earnings and the weighted average numbers of shares used in the calculations are set out below.
Basic earnings per share
Diluted earnings per share
2017
Average
number of
shares
Earnings
£000
11,135 186,420,598
189,306,947
11,135
Earnings per
share
5.97p
5.88p
2016
Average
number of
shares
Earnings
£000
8,082 186,420,598
8,082 188,827,343
Earnings
per share
4.34p
4.28p
The European Public Real Estate Association indices below have been included in the financial statements to allow more effective comparisons to be
drawn between the Group and other businesses in the real estate sector.
EPRA EPS per share
Basic earnings per share
Net surplus on valuation of investment properties
Profit on disposal of investment properties
Change in fair value of derivatives
Deferred tax
2017
2016
Earnings per
share
p
5.97
Earnings
£000
Shares
No
11,135 186,420,598
(4,212)
(176)
(725)
145
Earnings
£000
Shares
No
8,082 186,420,598
(3,531)
–
566
121
Earnings
per share
P
4.34
EPRA earnings
6,167 186,420,598
3.31
5,238 186,420,598
2.81
EPRA NAV per share
Basic
Dilutive impact of share options and warrants
Diluted
Adjustment to fair value of derivatives
Deferred tax
EPRA NAV
Adjustment to fair value of derivatives
Deferred tax
2017
2016
Net assets
£000
Shares
No
127,054 186,420,598
2,886,349
–
127,054
3,869
(540)
189,306,947
–
–
130,383
(3,869)
540
189,306,947
–
–
Net asset
value per
share
P
68.2
67.1
68.9
Net assets
£000
Shares
No
121,161 186,420,598
2,406,745
–
121,161 188,827,343
–
–
4,594
(685)
125,070 188,827,343
–
–
(4,594)
685
Net asset
value per
share
P
65.0
64.2
66.2
EPRA NNNAV
127,054
189,306,947
67.1
121,161 188,827,343
64.2
8. Intangible assets
Gross carrying amount
Cost
At 1 January 2017 and 31 December 2017
Accumulated impairment losses
At 1 January 2017
Charge for the year
31 December 2017
Net book amount at 31 December 2017
Net book amount at 31 December 2016
Goodwill
£000
171
171
–
171
–
–
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2017
9. Investment properties
Group
Investment properties are those held to earn rentals and for capital appreciation.
The carrying amount of investment properties for the periods presented in the consolidated financial statements is reconciled as follows:
Carrying amount at 1 January 2016
Additions – acquisition of new properties
Additions – subsequent expenditure
Adjustment on goodwill
Change in fair value
Carrying amount at 31 December 2016
Additions – acquisition of new properties
Additions – subsequent expenditure
Disposals
Change in fair value
Carrying amount at 31 December 2017
The figures stated above for the gross carrying amount include valuations as follows:
At professional valuation
At Directors' valuation
£000
155,092
38,642
820
117
3,531
198,202
19,466
887
(13,346)
4,212
209,421
2017
£000
2016
£000
205,521
3,900
191,777
6,425
209,421
198,202
If investment properties had not been revalued they would have been included on the historical cost basis at the following amounts:
Cost and net book amount at 31 December
Company
Carrying amount at 1 January 2016
Additions
Disposals
Change in fair value
Carrying amount at 31 December 2016
Additions
Disposals
Change in fair value
Carrying amount at 31 December 2017
The figures stated above for cost or valuation include valuations as follows:
At professional valuation
At Directors’ valuation
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2017
£000
2016
£000
206,679
192,670
£000
145,160
39,462
–
2,802
187,424
20,353
(10,721)
5,050
202,106
Investment properties
2017
£000
2016
£000
198,206
3,900
183,625
3,799
202,106
187,424
9. Investment properties continued
If investment properties had not been revalued they would have been included on the historical cost basis at the following amounts:
Cost and net book amount at 31 December
Investment properties
2017
£000
2016
£000
198,388
180,669
Rental income from investment properties in the year ended 31 December 2017 was £14,880,000 (2016: £13,453,000) and direct operating expenses
in relation to those properties were £1,554,000 (2016: £1,402,000). Direct operating expenses in relation to those properties which did not generate
rental income in the period were £173,000 (2016: £198,000).
All of the Group and Company’s investment properties are held as either freehold or long leasehold and are held for use in operating leases. The Group
and Company uses the fair value model for all of their investment properties.
The valuation at 31 December 2017 has in the main been carried out by Cushman and Wakefield and Jones Lang Lasalle, independent professional
valuers, on certain properties and the Directors on the remaining properties. All professional valuers have recent experience in the location and type of
properties held.
10. Property, plant and equipment
Group and Company
Gross carrying amount
At 31 December 2016
Additions
At 31 December 2017
Depreciation and impairment
At 31 December 2016
Charge for the year
At 31 December 2017
Net book carrying amount
At 31 December 2017
At 31 December 2016
11. Interests in subsidiaries
Cost
At 1 January
Provision for impairment
At 31 December
Leasehold
improvements
£000
Office
equipment
£000
111
–
111
109
1
110
1
2
73
3
76
61
4
65
11
12
Total
£000
184
3
187
170
5
175
12
14
2017
£000
2016
£000
2,423
(753)
1,670
2,423
–
2,423
At 31 December 2017 the Company wholly owned the following subsidiaries:
Name
Boothmanor Limited
Eurocity (Crawley) Limited
3147398 Limited
Rightforce Limited
Metro Court (WB) Limited
Southgate Derby Retail Limited
Real Homes One Limited
Principal activity
Dormant
Property investment
Property investment
Dormant
Property investment
Property investment
Property trading
Country of incorporation
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
The Group has control over each of these subsidiaries by virtue of its 100% shareholding in each.
The provision for impairment is a result of the underlying property asset in the subsidiary being disposed of and therefore the carrying value of the
investment is reduced to reflect the underlying net assets.
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2017
12. Inventories
Land held for trading
Group
2017
£000
2016
£000
Company
2017
£000
2016
£000
3,708
3,695
2,380
2,380
All land held for trading is included at the lower of cost and net realisable value, being their fair value less costs to sell. No inventory (2016: £nil), is
pledged as security for bank loans.
13. Trade and other receivables
Trade receivables
Amounts owed by subsidiary undertakings
Other receivables
Prepayments and accrued income
Group
Company
2017
£000
1,007
–
744
1,912
3,663
2016
£000
646
–
496
1,783
2,925
2017
£000
1,049
2,571
480
1,888
5,988
2016
£000
630
3,742
462
1,603
6,437
All of the Group’s trade and other receivables have been reviewed for indicators of impairment. Certain trade receivables were found to be impaired and
a provision of £93,000 (2016: £53,000) has been recorded accordingly. The movement in the provision for impairment during the year is as follows:
At 1 January
Increase in provision
Debts written off
At 31 December
Group and Company
2017
£000
53
49
(9)
93
2016
£000
28
25
–
53
In addition, some of the trade receivables not impaired are past due as at the reporting date. The age of financial assets past due but not impaired is
as follows:
Not more than 3 months past due
More than 3 months but no more than 6 months past due
Financial assets by category
The categories of financial asset included in the balance sheet and the headings in which they are included are as follows:
Group and Company
2017
£000
2
4
6
2016
£000
21
6
27
2017
2016
Loans and
receivables
£000
Non-financial
assets
£000
Balance sheet
total
£000
Loans and
receivables
£000
Non-financial
assets
£000
Balance sheet
total
£000
1,007
744
–
4,339
6,090
–
–
1,912
–
1,912
1,007
744
1,912
4,339
8,002
646
496
–
11,775
12,917
–
–
1,783
–
646
496
1,783
11,775
1,783
14,700
Group
Trade receivables
Other receivables
Prepayments and accrued income
Cash and cash equivalents
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13. Trade and other receivables continued
Company
Trade receivables
Loans receivable
Other receivables
Prepayments and accrued income
Cash and cash equivalents
14. Trade and other payables
Trade payables
Amounts owed to subsidiary undertakings
Other payables
Social security and taxation
Accrual and deferred income
Dividend payable
2017
2016
Loans and
receivables
£000
Non-financial
assets
£000
Balance sheet
total
£000
Loans and
receivables
£000
Non- financial
assets
£000
Balance sheet
total
£000
1,049
2,571
480
–
4,241
8,341
–
–
–
1,888
–
1,888
1,049
2,571
480
1,888
4,241
630
3,742
462
–
11,623
–
–
–
1,603
–
630
3,742
462
1,603
11,623
10,229
16,457
1,603
18,060
Group
Company
2017
£000
371
–
173
632
3,572
1,398
6,146
2016
£000
462
–
102
674
3,597
1,165
6,000
2017
£000
357
2,578
123
630
3,423
1,398
8,509
2016
£000
445
1,757
56
772
3,379
1,165
7,574
Financial liabilities by category
The categories of financial liabilities included in the balance sheet and the headings in which they are included are as follows:
Group
Current
Bank loans
Provision for current taxation
Trade payables
Other payables
Social security and taxation
Accruals and deferred income
Dividend payable
Non-current
Bank loans
Financial instruments
2017
2016
Financial
liabilities at
fair value
through profit
and loss
£000
Other
financial
liabilities at
amortised
cost
£000
Non-financial
liabilities
£000
Balance sheet
total
£000
Financial
liabilities at
fair value
through profit
and loss
£000
Other financial
liabilities at
amortised cost
£000
Non-financial
liabilities
£000
Balance sheet
total
£000
–
–
–
–
–
–
–
–
–
3,869
3,869
3,869
20,378
–
371
173
–
3,572
1,398
25,892
64,213
–
64,213
90,105
–
23
–
–
632
–
–
655
–
–
–
20,378
23
371
173
632
3,572
1,398
26,547
64,213
3,869
68,082
–
–
–
–
–
–
–
–
20,412
–
462
102
–
3,597
1,165
–
23
–
–
674
–
–
20,412
23
462
102
674
3,597
1,165
25,738
697
26,435
–
4,594
4,594
65,106
–
65,106
–
–
–
65,106
4,594
69,700
655
94,629
4,594
90,844
697
96,135
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2017
14. Trade and other payables continued
Company
2017
2016
Current
Bank loans
Provision for current taxation
Trade payables
Other payables
Social security and taxation
Accruals and deferred income
Dividend payable
Non-current
Bank loans
Financial instruments
Financial
liabilities at
fair value
through profit
and loss
£000
Other
financial
liabilities at
amortised
cost
£000
Non-financial
liabilities
£000
Balance sheet
total
£000
Financial
liabilities at
fair value
through profit
and loss
£000
Other
financial
liabilities at
amortised
cost
£000
Non-financial
liabilities
£000
Balance sheet
total
£000
–
–
–
–
–
–
–
–
–
3,869
3,869
3,869
20,303
–
357
2,701
–
3,423
1,398
28,182
60,457
–
60,457
88,639
20,303
22
357
2,701
630
3,423
1,398
28,834
60,457
3,869
64,326
22
–
–
630
–
–
652
–
–
–
652
93,160
–
–
–
–
–
–
–
–
–
4,594
4,594
4,594
20,337
–
445
1,813
–
3,379
1,165
27,139
61,275
–
61,275
–
22
–
–
772
–
–
794
–
–
–
20,337
22
445
1,813
772
3,379
1,165
27,933
61,275
4,594
65,869
88,414
794
93,802
15. Financial risk management objectives and policies
The Group and Company’s financial instruments are bank borrowings, cash, bank deposits, interest rate swap agreements and various items such as
short-term receivables and payables that arise from its operations. The main purpose of these financial instruments is to fund the Group and Company’s
investment strategy and the short-term working capital requirements of the business.
The main risks arising from the Group and Company’s financial instruments are credit risk, liquidity risk, interest rate risk and property yield risk. The Board
reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained unchanged throughout
the period.
Credit risk
The Group and Company’s principal financial assets are bank balances and trade and other receivables. The Group and Company’s credit risk is
primarily attributable to its trade and other receivables. The amounts presented in the balance sheet are net of allowance for doubtful receivables. An
allowance for impairment is made where there is objective evidence that the Group or Company will not be able to collect all amounts due according to
the original terms of the receivables concerned. The credit risk for liquid funds is considered negligible, since the counterparties are reputable banks with
high-quality external credit ratings.
The Group and Company’s exposure to credit risk is limited to the carrying amount of financial assets recognised at the balance sheet date, as
summarised below:
Cash and cash equivalents
Trade and other receivables
2017
£000
4,339
1,751
6,090
2016
£000
11,775
1,142
12,917
The Group and Company continuously monitor defaults of tenants and other counterparties, identified either individually or by group, and incorporate
this information into its credit risk controls. External credit ratings and/or reports on tenants and other counterparties are obtained and used. The policy is
to deal only with creditworthy counterparties.
The Group and Company’s management consider that all the above financial assets that are not impaired for each of the reporting dates under review
are of good credit quality, including those that are past due. In respect of trade and other receivables, the Group or Company are not exposed to any
significant risk exposure to any single counterparty or any group of counterparties having similar characteristics.
Liquidity risk
The Group and Company seek to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets
safely and profitably. The Group and Company do this by taking out loans with banks to build up cash resources to fund property purchases.
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15. Financial risk management objectives and policies continued
Bank loans
The Group and Company borrowings’ analysis (all of which are undiscounted) at 31 December 2017 is as follows:
In less than 1 year:
Bank borrowings
In more than 1 year but less than 2 years:
Bank borrowings
In more than 2 years but less than 5 years:
Bank borrowings
In more than 5 years
Bank borrowings
Deferred arrangement costs
Financial instruments
Split
Current liabilities
– bank loans
Non-current liabilities
– bank loans
– financial liabilities at fair value through profit and loss
Maturity of financial liabilities
The gross contractual cash flows relating to non-derivative financial liabilities are as follows:
In less than 1 year:
Trade payables
Other payables
Accruals
Dividend
Bank borrowings
In more than 1 year but less than 2 years:
Bank borrowings
In more than 2 years but less than 5 years:
Bank borrowings
In more than 5 years
Bank borrowings
Group
2017
£000
2016
£000
Company
2017
£000
2016
£000
20,378
20,412
20,303
20,337
473
507
303
336
50,660
50,765
50,120
50,226
13,435
(355)
84,591
3,869
14,238
(404)
85,518
4,594
10,389
(355)
80,760
3,869
11,117
(404)
81,612
4,594
88,460
90,112
84,629
86,206
Group
2017
£000
2016
£000
Company
2017
£000
2016
£000
20,378
20,412
20,303
20,337
64,213
3,869
65,106
4,594
60,457
3,869
61,275
4,594
88,460
90,112
84,629
86,206
Group
2017
£000
2016
£000
Company
2017
£000
2016
£000
371
173
3,572
1,398
23,285
462
102
3,597
1,165
22,930
357
2,701
3,423
1,398
22,979
445
1,813
3,379
1,165
22,519
28,799
28,256
30,858
29,321
2,585
2,464
2,279
2,053
54,320
55,888
53,402
54,653
17,495
19,646
13,515
14,731
103,199
106,254
100,054
100,758
In February 2008 the Group and Company entered into interest rate swap agreements to cover £20 million of its bank borrowings. These contracts are
considered by management to be part of economic hedge arrangements but have not been formally designated. The effect of these agreements is to fix
the interest payable on a notional £10 million at a rate of 4.95%; unless the actual rate is between 3.65% and 4.95% in which case the actual rate is
paid or unless the rate is above 4.95% in which case 3.65% is paid and to fix interest payable on a notional £10 million at 3.85% plus a margin of
2.45%. At 31 December 2017 the fair value of this arrangement based on a valuation provided by the Group’s bankers was a liability of £3,869,000
(2016: £4,594,000). All of the interest rate swap agreements terminate within 5 years (2016: within 5 years).
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2017
15. Financial risk management objectives and policies continued
Borrowing facilities
The Group and Company have undrawn committed borrowing facilities at 31 December 2017 of £5,000,000 (2016: £5,000,000).
Market risk
Interest rate risk
The Group and Company finance their operations through retained profit, cash balances and the use of medium-term borrowings. When medium-term
borrowings are used either fixed rates of interest apply or where variable rates apply, interest rate swap arrangements are entered into. When the Group
or Company places cash balances on deposit, rates used are fixed in the short term and for sufficiently short periods that there is no need to hedge
against implied risk.
The interest rate exposure of the financial liabilities of the Group and Company at 31 December 2017 was:
Bank loans
Interest %
Expiry Date
Fixed until February 2019
Fixed until October 2019
Fixed until February 2021
Fixed until January 2030
Fixed until March 2030
Fixed until May 2030
Fixed until March 2031
Fixed until March 2027
Cap and collar agreement until January 2018
Variable rate
Loan arrangement fees
6.60
6.23
2.75
6.04
6.27
5.78
5.47
5.16
4.95 cap
February 2019
October 2019
February 2021
January 2030
March 2030
May 2030
March 2031
March 2027
January 2018
Group
Company
2017
£000
10,000
–
38,000
3,831
685
1,412
694
9,124
10,000
11,200
2016
£000
10,000
597
–
3,906
697
1,435
711
9,376
10,000
49,200
2017
£000
10,000
–
38,000
–
685
1,412
694
9,124
10,000
11,200
2016
£000
10,000
597
–
–
697
1,435
711
9,376
10,000
49,200
84,946
(355)
85,922
(404)
81,115
(355)
82,016
(404)
84,591
85,518
80,760
81,612
The Directors consider the fair value of the loans not to be significantly different from their carrying value.
The following table illustrates the sensitivity of the net result after tax and equity to a reasonably possible change in interest rates of + half a percentage
point (2016: + half a percentage point) with effect from the beginning of the year:
Decrease in result after tax and equity
2017
£000
56
2016
£000
246
The interest rate change above will not have a material impact on the valuation of the interest rate swap.
Property yield risk
The valuation of investment properties is dependent on the assumed rental yields. However, the impact on the net result after tax and equity is difficult to
estimate as it inter relates with other factors affecting investment property values.
Capital risk management
The Group and Company’s objectives when managing capital are:
• to safeguard the ability to continue as a going concern, so that they continue to provide returns and benefits for shareholders;
• to ensure that key bank covenants are not breached;
• to maintain sufficient facilities for operating cash flow needs and to fund future property purchases;
• to support the Group and Company’s stability and growth;
• to provide capital for the purpose of strengthening the risk management capability;
• to provide capital for the purpose of further investment property acquisitions; and
• to provide an adequate return to shareholders.
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns, taking into
consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows,
projected capital expenditures and projected strategic investment opportunities. Management regards total equity as capital and reserves, for capital
management purposes.
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16. Fair value disclosures
The methods and techniques used for the purpose of measuring fair value are unchanged compared to the previous reporting period.
Fair value measurement of financial instruments
Financial assets and financial liabilities measured at fair value in the consolidated and Company statements of financial position are grouped into 3 levels
of a fair value hierarchy. The 3 levels are defined based on the observability of significant inputs to the measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived
from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.
The financial liabilities measured at fair value on a recurring basis in the statement of financial position, which relate to interest rate swaps, are grouped
into the fair value hierarchy as follows:
Interest rate swap agreements:
At 1 January 2016
Income statement – loss
At 3I December 2016
Income statement – surplus
At 31 December 2017
Level 1
£000
Level 2
£000
Level 3
£000
Total
£000
–
–
–
–
–
4,028
566
4,594
(725)
3,869
–
–
–
–
–
4,028
566
4,594
(725)
3,869
The fair value of the Group and Company’s interest rate swap agreements has been determined using observable interest rates corresponding to the
maturity of the instrument. The effects of non-observable inputs are not significant for these agreements.
Measurement of other financial instruments
The measurement methods for financial assets and liabilities accounted for at amortised cost are described below:
Trade and other receivables, cash and cash equivalents and trade and other payables.
The carrying amount is considered a reasonable approximation of fair value due to the short duration of these instruments.
Bank loans and overdrafts
Fair values are considered to be equivalent to book value as loans and overdrafts were obtained at market rates.
Fair value measurement of non-financial assets
The following table shows the levels within the hierarchy of non-financial assets measured at fair value on a recurring basis at 31 December 2017.
Investment property:
Group – held to earn rentals and for capital appreciation
Company – held to earn rentals and for capital appreciation
The reconciliation of the carrying value of non-financial assets classified within level 3 are as follows:
At 1 January 2017
Acquired during the year
Adjustment on goodwill
Disposals during the year
Gains recognised in profit and loss – increase in fair value
At 31 December 2017
Level 1
£000
Level 2
£000
Level 3
£000
Total
£000
–
–
–
–
209,421
202,106
209,421
202,106
Investment properties
Group
£000
Company
£000
198,202
20,353
–
(13,346)
4,212
187,424
20,353
–
(10,721)
5,050
209,421
202,106
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2017
16. Fair value disclosures continued
Fair value of the Group and Company’s property assets is estimated based on appraisals performed by independent, professionally qualified property
valuers on certain properties and the Directors on the remaining properties. The significant inputs and assumptions are developed in close consultation
with management. The valuation processes and fair value changes are reviewed by the Directors and Audit Committee at each reporting date.
Measurement of fair value of investment property held to earn rentals and for capital appreciation
Properties valued by external valuers are valued on an open market basis based on active market prices adjusted for any differences in the nature,
location or condition of the specified asset such as plot size, encumbrances and current use. Properties valued by the Directors use the same principles as
the external valuers. If this information is not available, alternative valuation methods are used such as recent prices on less active markets, or discounted
cash flow projections. The significant unobservable input is the adjustment for factors specific to the properties in question. The extent and direction of this
adjustment depends on the number and characteristics of the observable market transactions in similar properties that are used as the starting point for the
valuation. Although this input is a subjective judgement, management consider that the overall valuation would not be materially altered by any
reasonable alternative assumptions.
The market value of the investment properties has been supported by comparison to that produced under income capitalisation techniques applying a key
unobservable input, being yield. The range of yield applied is 7.5% to 11.0%.
The fair value of an investment property reflects, among other things, rental income from current leases and assumptions about future rental lease income
based on current market conditions and anticipated plans for the property.
17. Deferred taxation
The movement in deferred taxation assets is as follows:
At 1 January
Income statement (note 6)
At 31 December
The deferred tax asset arising from temporary differences can be summarised as follows:
Unused trading losses
Financial instrument
Group and Company
2017
£000
685
(145)
540
2016
£000
806
(121)
685
Group and Company
2017
£000
–
540
540
2016
£000
–
685
685
No temporary differences resulting from investments in subsidiaries or interests in joint ventures qualified for recognition as deferred tax assets or liabilities.
Under the current fiscal environment, these entities are exempt from capital gains taxes. See note 6 for information on the Group’s tax expense.
Deferred tax has been provided on all temporary differences as the interest rate swap liability will ultimately reverse regardless of movements in future
interest rates.
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18. Share capital
Allotted, issued and fully paid:
Ordinary Shares of 10p
2017
Number of
shares
2017
£000
2016
Number of
shares
2016
£000
186,420,598
18,642 186,420,598
18,642
At the Annual General Meeting held in June 2010 a resolution was passed approving the adoption of a new Long Term Incentive Plan (“LTIP”). On
8 June 2015, the terms of the LTIP were revised and previous options cancelled. As the previous options were deemed unlikely to be exercised, as in
previous years there was no charge made to the profit and loss account on cancellation. The proposed LTIP is designed to promote retention and
incentivise the Executive Directors to grow the value of the Group and to maximise returns:
• The LTIP has a 10-year life from January 2010 to December 2019.
• Performance conditions:
• 50% of the award subject to absolute NAV growth plus dividends with threshold vesting – 30% of this part of the award – at 8.5% annual growth
including dividends and full vesting at 14.0% annual growth
• 50% subject to absolute total shareholder return (share price growth plus dividends) with threshold vesting – 30% of this part of the award – at
8.5% annual growth and full vesting at 14.0%
• Amounts payable will be satisfied in full (save as below) by the issue of Ordinary Shares or the grant of zero/nominal cost options to any participant.
The price at which shares will be issued will be the weighted average mid-market closing price for the first 20 business days following announcement
of the latest full year results. On issue, the Ordinary Shares will rank pari passu with the existing issued Ordinary Shares.
• The number of Ordinary Shares which can be issued under the LTIP is limited to 10% of the Company’s then issued share capital. Any excess earned
above this level will be paid in cash provided that the Remuneration Committee consider it prudent to do so at that stage, otherwise payment will be
deferred until the Remuneration Committee deem it prudent.
• The Remuneration Committee may from time to time make any alteration to the plan which it thinks fit, including for legal, regulatory or tax reasons, in
order to ensure the smooth workings of the plan in line with its objectives.
• Conditional awards of shares made each year.
• Awards vest after 3 years subject to continued employment and meeting objective performance conditions.
On 17 March 2017, 7 April 2016 and 8 June 2015, the Group granted certain employees options under the scheme which entitles them to subscribe for
or acquire Ordinary Shares in the Company at a price of 10p per share (in the case of new Ordinary Shares) or 0p per share (in the case of a transfer of
existing shares). The grant and exercise of the options is subject to the rules of the LTIP and cannot be exercised unless the relevant performance criteria
are met, as discussed above, and the total award is capped at a maximum value of shares at the time of exercise, not a specific number of shares.
The weighted average fair value of the awards made is 59p per option, the binomial option pricing model with a volatility of 25% (based on the
weighted average share price movements over the last 3 years), a dividend yield of 5.5%, a risk free rate of 1.5%, an expected weighted average life of
5 years, a weighted average exercise price of 0.5p and a market value of underlying shares at the date of the grant of 55p (2016: 63p). The number of
shares under option at the year end is estimated as 2,886,349 (2016: 2,406,745). As the award has a maximum value the actual number of shares
which will be issued when the option is exercised will depend on the market value of the shares at the time of exercise.
In total, £350,000 (2016: £500,000) of employee remuneration expense, all of which relates to equity-settled share-based payment transactions, has
been included in profit or loss and credited to retained earnings.
Based on the results and the share price for 2017 15% of the options granted in 2015 will vest.
19. Operating lease commitments
Operating lease commitments relating to land and buildings expire within 2 to 5 years and amount to £71,000 (2016: £71,000).
Non-cancellable operating lease commitments receivable:
Within 1 year
Later than 1 year but not later than 5 years
Later than 5 years
Rent receivable by the Group under current leases from tenants is from commercial and retail property held.
2017
£000
1,161
26,673
45,619
2016
£000
825
27,367
42,508
73,453
70,700
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2017
20. Contingent liabilities
There were no contingent liabilities at 31 December 2017 or at 31 December 2016.
21. Capital commitments
Capital commitments authorised at 31 December 2017 were £nil (2016: £nil).
22. Pension scheme
The Group has signed up to the government auto enrolment pension scheme.
23. Related party transactions
The Group’s related parties are its key management personnel and certain other companies which are related to certain Directors of the Group. The
Company’s related parties are its key management personnel, certain other companies which are related to certain Directors of the Group and its
subsidiary undertakings.
The Executive and Non-Executive Directors are also the key management personnel and details of their remuneration are included within the Directors’
Remuneration Report on pages 31 and 32.
During the period the Company and Group paid agency fees of £148,000 (2016: £126,000) in respect of professional services and rent and service
charges of £183,000 (2016: £177,000) to Bond Wolfe, a partnership in which PPS Bassi is a partner. Amounts outstanding owed to Bond Wolfe at the
year end were £17,427 (2016: £15,230). It also received rent income of £112,000 (2016: £84,375) from Bond Wolfe during the year. Amounts
outstanding from Bond Wolfe at the year end were £67,500 (2016: £67,500).
During the period the Company’s transactions with subsidiary companies related to inter-company dividends and repayment of loans. Details of amounts
outstanding at 31 December 2017 are shown in notes 13 and 14.
During the period the Company paid dividends to its Directors in their capacity as shareholders, as follows:
2017
£000
7
3
2
304
49
2016
£000
6
3
2
287
43
JRA Crabtree
W Wyatt
P London
PPS Bassi
MHP Daly
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60
OUR ADVISERS
Company Registration Number:
5045715
Registered Office:
Directors:
75–77 Colmore Row,
Birmingham
B3 2AP
JRA Crabtree OBE: Chairman
W Wyatt: Non-Executive Director
P London: Non-Executive Director
PPS Bassi CBE: Chief Executive
MHP Daly: Finance Director
Secretary:
MHP Daly
Auditor:
Solicitor:
Grant Thornton UK LLP
Chartered Accountants
Registered Auditor
The Colmore Building
20 Colmore Circus
Birmingham
B4 6AT
Gateley Plc
One Eleven
Edmund Street
Birmingham
B3 2HJ
Nominated Adviser:
Smith & Williamson Corporate Finance Limited
25 Moorgate
London
EC2R 6AY
Broker:
Banker:
Registrar:
Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
Lloyds Banking Group
125 Colmore Row
Birmingham
B3 3SF
Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
FSC LOGO TO
GO HERE
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REAL ESTATE
INVESTORS PLC
2nd Floor
75–77 Colmore Row
Birmingham B3 2AP
Telephone: 0121 212 3446
Fax: 0121 212 1415
www.reiplc.com