FOR THE YEAR ENDED 31 DECEMBER 2024
ANNUAL
REPORT
AND FINANCIAL STATEMENTS
REGIONAL REIT
Regional REIT is a leading UK real estate investment
trust specialising in high-quality commercial property
space across the thriving regional markets outside
London. The REIT has a commitment to delivering
flexible, affordable, and vibrant modern workspaces.
Through active tenant engagement and expert asset
management, Regional REIT consistently achieves both
robust rental income and collections, providing our
shareholders with a dependable source of attractive,
stable dividends and long-term value creation, driven by a
geographically diversified and resilient property portfolio.
WHAT IS A REIT?
A real estate investment trust (“REIT”) is a specialist tax-
efficient investment vehicle built around real property
assets, specifically property rental/letting activities. REITs
are quoted companies, or groups of companies, that own
and manage property with the aim of generating a rental
income and possible capital growth over the long term.
The rental income, after costs, is paid to shareholders as
a dividend distribution so that, over time, dividends will
represent a significant proportion of the shareholders’
total return. REITs are a well-established and globally
recognised holding structure for property assets.
United Kingdom ("UK") REITs are exempt from UK
corporation tax on profits and gains of their qualifying
property rental business. However, in consequence, UK
REITs are required to distribute a minimum of 90% of their
qualifying profits to shareholders as dividends (known as
property income distributions or “PIDs”). As shareholders
receive higher pay-outs than they would if the REIT were
subject to UK corporation tax on its property profits and
gains, shareholders are thus required to pay tax on the
PIDs. The effect, in general terms, is that taxation is moved
from the REIT to the investor and the investor is then liable
for taxation as if they owned the property directly.
Regional REIT and its subsidiaries are a UK REIT group
under UK tax legislation, having elected to enter the REIT
regime with effect from 7 November 2015. Remaining
in the regime is subject to meeting various conditions
imposed by legislation.
ISA, SSAS AND SIPP STATUS
The Company’s Shares should be eligible to be held in an
Individual Savings Account (“ISA”).
Subject to the rules of the Trustees of the relevant
scheme, the Ordinary Shares should generally be eligible
for inclusion in a small self-administered scheme (“SSAS”)
or self-invested personal pension (“SIPP”) provided: (a)
no member of the SSAS or SIPP (or person connected
with such a member) occupies or uses any residential
property held by the Group; and (b) the SSAS or SIPP,
alone or together with one or more associated persons,
does not directly or indirectly hold 10% or more of any
of the Ordinary Shares, voting rights in the Company,
rights to income of the Company, rights to amounts on
a distribution of the Company or rights to assets on a
winding up of the Company.
ANNUAL REPORT AND ACCOUNTS 2024
3
Coach Works, Leeds
CONTENTS
OVERVIEW
8
About Us
11
Operational Key Points
14
Performance Key Points
15
At a Glance
16
A Year in Review
18
STRATEGIC REPORT
20
Chairman’s Statement
22
Investment Strategy and Business Model
28
Asset Manager and Investment Advisers' Report
34
Property Portfolio
48
Financial Review
54
Principal Risks and Uncertainties
60
Going Concern and Viability Statement
73
Sustainability Report
76
Directors' Duties and Stakeholder Engagement
97
Management Arrangements
101
Other Information
103
CORPORATE GOVERNANCE
104
Board of Directors
106
Directors' Report
110
Statement of Directors’ Responsibilities
118
Corporate Governance Statement
120
Audit Committee Report
136
Nomination Committee Report
142
Management Engagement and Remuneration Committee Report
146
Directors’ Remuneration Report
150
Independent Auditor’s Report
153
Appendix 1: Auditor’s responsibilities for the audit of the financial Statements
162
FINANCIAL STATEMENTS
164
Consolidated Statement of Comprehensive Income
166
Consolidated Statement of Financial Position
167
Consolidated Statement of Changes in Equity
168
Consolidated Statement of Cash Flows
169
Notes to the Consolidated Financial Statements
170
ADDITIONAL INFORMATION
206
EPRA Performance Measures
208
Notes to the Calculation of EPRA Performance Measures
209
Property Related Capital Expenditure Analysis
212
Other Performance Measures
212
Glossary of Terms
214
AIFMD Disclosures
218
Company Information
220
Forthcoming Events
222
Shareholder Information
224
Dividend History
226
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
4
5
Income focused – opportunistic buying and strategic
selling, coupled with intensive asset management,
continues to secure long-term income.
FINANCIAL KEY POINTS
Year Ended 31 December 2024
*
During the year the Company offered 15 new ordinary shares for every 7 existing shares. This
resulted in an increase of 1,105,149,821 Ordinary Shares being issued. Subsequently there was a 10
for 1 split with the resulting Ordinary shares in issue being 162,088,483. See note 28 on page 198 for
details of the restatement.
**
The European Public Real Estate Association (“EPRA”). The EPRA’s mission is to promote, develop and
represent the European public real estate sector. As an EPRA member, we fully support the EPRA
Best Practices Recommendations. Specific EPRA metrics can be found in the Company’s financial and
operational highlights, with further disclosures and supporting calculations on pages 208 to 211.
*** Alternative Performance Measures. Details are provided in the Glossary of Terms from page 214 and
the EPRA Performance Measures on pages 208 to 211.
Portfolio Valuation
£622.5m (2023: £700.7m)
EPRA** NTA per Share*
210.2p (2023 restated: 357.4p)
IFRS NAV per Share*
216.9p (2023 restated: 376.2p)
Dividend per Share*
7.8p (2023: 5.25p)
Weighted Average Debt Duration***
2.9 yrs (2023: 3.5 yrs)
Net Loan to Value Ratio***
41.8% (2023: 55.1%)
Weighted Average Cost of Debt***
3.4% (2023: 3.5%)
300 Bath Street, Glasgow
ANNUAL REPORT AND ACCOUNTS 2024
7
ABOUT US
UK REIT, offering exposure to the
regional commercial property market,
actively managed by an experienced
asset manager.
1 Regional REIT Limited is the parent company of a number of subsidiaries which together comprise a
group within the definition of The Companies (Guernsey) Law 2008, as amended (the “Law”) and the
International Financial Reporting Standard (“IFRS”) 10, ‘Consolidated Financial Statements’, as issued
by the International Accounting Standards Board (“IASB”) and as adopted by the UK. Unless otherwise
stated, the text of this Annual Report does not distinguish between the activities of the Company and
those of its subsidiaries.
2 Toscafund Asset Management LLP will continue to act as the alternative investment fund manager
("AIFM") and provide the relevant regulatory services to the Company until an affiliate of ARA Europe
has acquired its own regulatory permissions.
ANNUAL REPORT AND ACCOUNTS 2024
8
9
REGIONAL REIT
8
OVERVIEW
About Us
11
Operational Key Points
14
Performance Key Points
15
At a Glance
16
Year in Review
18
ABOUT US
UK REIT, offering exposure to the
regional commercial property market,
actively managed by an experienced
asset manager.
Regional REIT pursues its investment objective by
investing in, actively managing and disposing of regional
Core Property and Core Plus Property assets. It aims to
deliver an attractive total return for its shareholders, with
a strong focus on income supported by additional capital
growth prospects.
Regional REIT’s commercial property portfolio is comprised
wholly of UK assets, located in regional centres outside
of the M25 motorway. The portfolio is geographically
diversified, with 126 properties, 1,271 units and 780
tenants as at 31 December 2024, with a valuation of
£622.5 million.
Regional REIT Limited (“Regional REIT” or the “Company”)
and its subsidiaries1 (the “Group”) is a United Kingdom
(“UK”) based London Stock Exchange listed real estate
investment trust that launched in November 2015. It is
managed by ESR Europe LSPIM Limited ("ESR LSPIM"), the
Asset Manager, and ESR Europe Private Markets Limited
("ESR Europe"), the Investment Adviser2.
For more information, visit the Group’s website:
www.regionalreit.com
1 Regional REIT Limited is the parent company of a number of subsidiaries which together comprise a
group within the definition of The Companies (Guernsey) Law 2008, as amended (the “Law”) and the
International Financial Reporting Standard (“IFRS”) 10, ‘Consolidated Financial Statements’, as issued
by the International Accounting Standards Board (“IASB”) and as adopted by the UK. Unless otherwise
stated, the text of this Annual Report does not distinguish between the activities of the Company and
those of its subsidiaries.
2 In August 2024, ESR Europe Investment Management Limited was appointed as the Alternative
Investment Fund Manager (AIFM), replacing Toscafund Asset Management LLP.
ANNUAL REPORT AND ACCOUNTS 2024
11
300 Bath Street, Glasgow
3
2
OUR PURPOSE
The purpose of the Company is to deliver long-term returns for
shareholders with income generated from investment in UK commercial
property outside of the M25 motorway. To us this means being a
responsible owner of commercial property that offer occupiers vibrant
spaces in which they can grow their businesses.
OUR CULTURE
By understanding the key elements of Regional REIT's culture, the
Board can continually evaluate and monitor the culture to ensure it
aligns with the Company's purpose, values, and strategy for the long-
term sustainable success of Regional REIT.
For more details on the Company’s culture see page 103.
OUR VALUES
Transparency
We are professional, transparent and committed to doing what is best
for all parties.
Integrity
We act with integrity and honesty in all that we do. We will be truthful,
even if it means delivering difficult messages.
Collaboration
We openly collaborate and always seek to build positive long-term
relationships grounded in cooperation that benefit all parties.
Adapt and evolve
We are a forward-thinking business that seeks to continually advance
strategically, challenge assumptions, adapt and make a positive
difference that benefits all parties.
1
PROPERTY LOCATIONS
Year ended 31 December 2024
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
12
13
Office (90.7%)
Retail (3.6%)
Industrial (3.7%)
Other (2.0%)
Income focused with intensive asset management.
A key focus on delivering high dividend distributions to
shareholders.
OPERATIONAL KEY POINTS
PERFORMANCE KEY POINTS
Year Ended 31 December 2024
Year Ended 31 December 2024
* Alternative Performance Measures. Details are provided in the Glossary of Terms from page 214 and
the EPRA Performance Measures on pages 208 to 211.
126
Properties
83.4% England & Wales
90.7% Office
Portfolio by region and sector (by value)
780
Tenants
£28.6m
Property disposal proceeds (net of costs)
18 assets and three part sales
1,271
Units
£60.7m
Rent Roll
77.5%
EPRA Occupancy by ERV*
4.6 yrs
WAULT to expiry
2.9 yrs
WAULT to first break by ERV*
Dividends declared per share
* 6 November 2015.
** During the year the Company offered 15 new ordinary shares for every 7 existing shares. This resulted
in an increase of 1,105,149,821 Ordinary Shares being issued. Subsquently there was a 10 for 1 split
with the resulting Ordinary shares in issue being 162,088,483.
Member of FTSE All-Share Index since March 2016.
Member of FTSE EPRA NAREIT UK Index since June 2016.
Terms are defined in the Glossary of Terms from page 214.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
14
15
0
1
2
3
4
5
6
7
8
9
10
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024*
Pence per share
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024**
*
HALF-YEARLY REPORT 2023
3
AT A GLANCE
Year Ended 31 December 2024
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
16
17
*
Alternative Performance Measures. Details and terms are provided in the Glossary of Terms from
page 214 and the EPRA Performance Measures on pages 208 to 211.
*
Alternative Performance Measures. Details and terms are provided in the Glossary of Terms from
page 214 and the EPRA Performance Measures on pages 208 to 211.
** During the year the Company offered 15 new ordinary shares for every 7 existing shares. This
resulted in an increase of 1,105,149,821 Ordinary Shares being issued. Subsequently there was a 10
for 1 split with the resulting Ordinary shares in issue being 162,088,483.
Number or Properties
126 (13%)
126
144
154
2024
2023
2022
Tenants
780 (20%)
780
978
1,076
2024
2023
2022
Units
1,271 (14%)
1,271
1,483
1,552
2024
2023
2022
EPRA Occupancy
(%)
77.5% (3%)
77.5
80.0
83.4
2024
2023
2022
Net Rental & Property Income
(£m)
£46m (14%)
46.0
53.7
62.6
2024
2023
2022
Investment Properties Value
(£m)
£622.5m (11%)
622.5
700.7
789.5
2024
2023
2022
Dividend per Share**
(pence)
7.8p +49%
7.80
5.25
6.60
2024
2023
2022
Average Property Value
(£m)
£4.9m 0%
4.9
4.9
5.1
2024
2023
2022
Weighted Average Cost of
Debt (WACD)*
(%)
3.4% (3%)
3.4
3.5
3.5
2024
2023
2022
Rent Roll
(£m)
£60.7m (10%)
60.7
67.8
71.8
2024
2023
2022
WAULT to first break
(years)
2.9yrs +4%
2.9
2.8
3.0
2024
2023
2022
Average rent* (per sq ft)
(£)
£13.92 +1%
13.92
13.82
13.65
2024
2023
2022
Reversionary Yield*
(%)
11.6% +7%
11.6
10.8
10.2
2024
2023
2022
Weighted Average Debt
Duration (WADD)*
(years)
2.9yrs (17%)
2.9
3.5
4.5
2024
2023
2022
Net LTV*
(%)
41.8% (24%)
41.8
55.1
49.5
2024
2023
2022
A YEAR IN REVIEW
2024
Properties:
144
Units:
1,483
Tenants:
978
Valuation:
£700.7m
Rent roll (per annum):
£67.8m
EPRA occupancy (by ERV):
80.0%
LTV:
55.1%
135
1,344
906
£688.2m
£65.5m
79.9%
55.2%
132
1,305
832
£647.9
£63.5m
78.0%
58.3%
131
1,303
808
£648.8m
£62.1m
77.5%
41.4%
126
1,271
780
£622.5m
£60.7m
77.5%
41.8%
Cash balance:
£34.5m
Gross borrowings:
£420.8m
1.20p
Q4 2023
1.20p
Q1 2024
2.20p
Q2 2024
£110.5m*
2.20p
Q3 2024
Amount:
Period:
Equity capital raise:
PORTFOLIO
31 Dec 2023
31 Mar
30 Jun
30 Sep
31 Dec 2024
CASH/ DEBT/ EQUITY
31 Dec 2023
£33.5m
£413.2m
31 Mar
£25.7m
£403.3m
30 Jun
£85.1m
£353.3m
30 Sep
£56.7m
£316.7m
31 Dec 2024
22 Feb
22 May
10 Sep
19 Jul
3 Nov
DIVIDENDS
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
18
19
*
During the year the Company offered 15 new ordinary shares for
every 7 existing shares. This resulted in an increase of 1,105,149,821
Ordinary Shares being issued. Subsequently there was a 10 for 1
split with the resulting Ordinary shares in issue being 162,088,483.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
20
21
STRATEGIC
REPORT
Chairman’s Statement
22
Investment Strategy and Business Model
28
Asset Manager and Investment Advisers' Report
34
Property Portfolio
48
Financial Review
54
Principal Risks and Uncertainties
60
Going Concern and Viability Statement
73
Sustainability Report
76
Directors' Duties and Stakeholder Engagement
97
Management Arrangements
101
Other Information
103
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
22
23
CHAIRMAN’S STATEMENT
Overview
While it was another difficult year for the property market
and the regional office sector, our active management
strategy did enable the Company to outperform the MSCI
Rest of UK Offices Index which declined by 8.9% over the
year with our portfolio value falling by 8.2% on a like-for-like
basis after adjustments for acquisitions, disposals, and
capital expenditure. The bulk of that fall was in the first half
of the year with some signs of stabilisation in values in the
second half.
Throughout the year, the Board remained committed to
delivering consistent quarterly dividend distributions to
our shareholders, ensuring full compliance with the HMRC
REIT guidelines and maintaining a covered annual dividend.
Our strong operational performance — driven by effective
asset management and robust rent collection — further
supported these uninterrupted dividend payments. The
Board recognises the importance of delivering dividend
growth on a fully covered basis going forward, and that will
remain an overriding priority.
Letting demand for our portfolio remained robust despite
overall occupancy falling on a like for like basis, with 2024
lettings having exceeded the prior year's estimated rental
values by a significant 13.5%. This encouraging element
of performance reflects the appeal of our properties and
ability to cater for all tenants’ requirements from a single
desk to a stand-alone headquarter office. We do firmly
believe that our portfolio is well positioned to benefit
from the continued return-to-office momentum across
the United Kingdom. This will be enhanced in the medium
term by a more favourable macroeconomic environment
and easing UK monetary policy, supporting the quarterly
dividends and adding shareholder value.
There is a lot of work to do and the Board remains
committed to reducing LTV while progressing opportunities
across the portfolio to generate sustainable, long-term
value for shareholders.
As I begin my first months in this role, I, together
with the rest of the Board fully acknowledge the
unprecedented challenges our Company and
shareholders have faced over recent years. However,
the £110.5 million capital raise in July 2024 enabled the
Company to fully repay the £50 million Retail Bond in
August, reduce overall bank borrowings and focus on
accretive capital expenditure projects.
* During the year the Company offered 15 new ordinary shares for every 7 existing shares. This resulted
in an increase of 1,105,149,821 Ordinary Shares being issued. Subsequently there was a 10 for 1 split
with the resulting Ordinary shares in issue being 162,088,483.
Letting demand for our portfolio remained
robust, with 2024 lettings having exceeded
the prior year's estimated rental values by a
significant 13.5%."
David Hunter
Chairman
7.8pps 2024 Dividend (2023: 5.25pps*)
£622.5 million Portfolio Valuation
£251.4 million of dividends have been declared since inception
Financial Resources
Market Environment
The Company’s EPRA NTA increased to £340.7 million (IFRS
NAV: £351.6 million) as at 31 December 2024, representing
an increase of £49.9 million from £290.8 million (IFRS NAV:
£306.1 million) as at 31 December 2023. This increase was
driven by the £110.5 million equity capital raise, although
it was partially offset by a challenging commercial real
estate market that led to a decline in the property portfolio
revaluation. A strong cash balance of £56.7 million was
retained as of 31 December 2024 (2023: £34.5 million), of
which £55.9 million was unrestricted (2023: £30.2 million)
The Company’s debt position, which is comprised entirely
of fixed and hedged interest rate debt, helped the
Company mitigate rate volatility. With the repayment of
the 4.5% £50 million Retail Bond, the weighted average
cost of debt was reduced to 3.4% at the end of 2024 (2023:
3.5%), and the Net Loan-to-Value (LTV) decreased to 41.8%
as of 31 December 2024, compared with 55.1% as at 31
December 2023.
The Company continues to execute its controlled disposal
programme, consisting of 18 assets and three-part sales of
assets, amounting to circa £28 million, net of costs.
Sustainability
Once again, I am pleased to report the significant progress
achieved by the ESG Working Party in 2024, which
improved the Company’s Global Real Estate Sustainability
Benchmark (GRESB) from 66 to 73 and maintained a two
Green Star Status. Additionally, we continued to achieve
advancements in our EPC ratings and EPRA sustainability
accreditation. Overall performance remains robust.
82.7% of our portfolio attained EPC ratings C plus or
better (compared with 73.7% on 31 December 2023), while
EPC B plus and exempt rose steeply to 57.7% (compared
with 31.6% on 31 December 2023). This progress moves
us nearer to meeting the Minimum Energy Efficiency
Standard (‘MEES’) target of EPC B, well ahead of the stated
2030 target. Importantly, with limited compliant office
supply in the regions, providing high quality, energy
efficient space can be a key differentiator for Regional
REIT, driving improved occupancy and rental growth.
UK office investment reached £1.8 billion in Q4 2024,
bringing the annual total to £7.3 billion, a 27% decline from
2023. London saw the sharpest drop, with investment
falling 34% to £4.7 billion, while regional markets declined
5.5% to £2.34 billion. Q4 2024 transactional yields for
central London offices rose slightly to 6.02% and yields for
the rest of the UK increased by 43 basis points to 7.75%.
Looking ahead, Lambert Smith Hampton (“LSH”)1 sees
2024 as an inflection point for office space sector. LSH
forecasts total returns averaging c7.9% per annum
citing improved staff occupancy and tighter supply.
Underpinning LSH’s forecast, Centre for Cities2 notes
London office attendance rose from 2.2 to 2.7 days
weekly; KPMG3 reports 76% of financial leaders plan to
boost attendance; and Willis Towers Watson4 finds 60% of
firms enforce office-day policies, improving engagement
(85%), culture (72%), and learning (69%). Regional REIT’s
own annual tenant survey found that current active office
occupation is now above pre-pandemic active occupancy,
while employee occupation has stabilised at an average of
four days a week.
Dividends
The dividend remains a significant component of total
shareholder returns. During the period under review, prior
to the capital raise and share consolidation, the Company
declared a Q1 2024 dividend of 1.2pps. Following the
capital raise and subsequent share consolidation, the
Company declared a Q2 2024 dividend of 2.2pps on
10 September 2024, a Q3 2024 dividend of 2.2pps on
13 November 2024, and has now declared a Q4 2024
dividend of 2.2pps. These dividend distributions ensure
compliance with the HMRC REIT regime. Notably, the
Company has paid a fully covered dividend for 2024,
having also paid a covered dividend for 2023. Since
inception, the Company has declared dividends amounting
to 65.35pps noting the aforementioned one for ten
share consolidation on 29 July 2024 and has distributed
approximately £251.4 million in dividends to shareholders.
3
Clinitron House, Ashby
REGIONAL REIT
24
25
Norfolk House, Birmingham
1 UK Investment Transactions Bulletin, UKIT Q4 2024 by Lambert Smith Hampton (LSH), Jan. 2025
2 The Future of Work, Centre for Cities report (in partnership with Imperial College London), Sep. 2024
3 Financial Services employee survey, KPMG, Oct. 2024
4 Flexible Work Models Pulse survey by WillisTowersWatson, Dec. 2024
Performance
The period under review was impacted by the announced
equity capital raise on the 27 June 2024. The Company’s
total shareholder return was -40.5%, versus the return of
-11.7% for the FTSE EPRA NAREIT UK Total return Index
over the same period. The annualised EPRA Total Return
was 0.6% p.a. (2023: 1.5% p.a.).
Board Changes
As announced on 18 December 2024, following a thorough
search process and in line with the Company’s policy, I
was appointed as an Independent Non-Executive Director
and Chair designate. I have since been appointed to the
Audit, Nomination, and Management Engagement &
Remuneration Committees and, following a handover
period, assumed the role of Chair of the Board on 18
March 2025, succeeding Kevin McGrath, who stepped
down after completing his nine-year tenure.
On behalf of the Board and our shareholders I extend
our thanks to Kevin for his leadership and unwavering
commitment over the years. His guidance and dedication
have been instrumental in the governance of the
Company, particularly with regard to our successful £110.5
million equity capital raise in 2024.
As announced on 11 October 2024, Daniel Taylor stepped
down as Senior Independent Director and Non-Executive
Director ("NED") of the Company, having completed his
nine-year tenure in accordance with the Company’s policy.
Again, I record our appreciation of Daniel’s significant
contribution during his tenure.
Also on 11 October, Massy Larizadeh was appointed as
Senior Independent Director. An independent NED since
June 2022, Massy chairs the Management Engagement &
Remuneration and Nomination Committees.
Finally, as announced on 21 October 2024, Nicole Burstow
was appointed as a Non-Executive Director, representing
our new significant shareholder Bridgemere Investments
Limited. Nicole, a chartered accountant with over 20
years of financial services experience, is currently CFO of
Bridgemere Group and was previously Deputy CEO of DSW
Capital.
Annual General Meeting
The notice for the 2025 AGM will be published on our
website and circulated to shareholders in line with the
Company’s Articles of Incorporation. In accordance with
the Company’s Articles of Incorporation and the AIC
Code, all Directors will stand for re-election at the AGM,
except for Ms Burstow and myself, as we were appointed
as Directors since the last AGM and will therefore stand
for election. Directors maintain their professional
development through regular briefings from the Company
Secretary and the Company’s other advisers. As well as
being committed to orderly succession planning, the
Board will enhance its skills base as necessary. The Board
looks forward to engaging with shareholders at the AGM.
Shareholder and Stakeholder Engagement
We welcomed Bridgemere Investments Limited as a
new significant shareholder following the successful
completion of the capital raise and thank them and our
existing shareholders for their support. We look forward
to working with Bridgemere and all our stakeholders as we
look to return to growth.
Tenant and stakeholder satisfaction is key to our
success. We aim to provide high-quality workspaces
that accommodate diverse business needs, from small
flexible units to corporate headquarters. Engaging
actively with tenants is central to our asset management
strategy, helping us understand their needs, address
challenges, and enhance our workspaces. We promote
open and transparent communication, ensuring a
collaborative approach that benefits all stakeholders and
improves operational efficiency. The Company welcomes
shareholder engagement, with further details available at
www.regionalreit.com and in this Annual Report.
Outlook
The property market continues to adjust to the evolving
economic conditions and cautious investor sentiment.
While the management team is doing all it can to increase
returns including through capex, leasing and sales,
performance is to some extent inevitably dependent on
recovery in the sector. However, demand for well-located,
high-quality office space remains resilient, supported by
the continued return to the office, and there are significant
opportunities to create value within the portfolio
by progressing accretive initiatives such as securing
planning consents ahead of sales. The Company remains
focused on active asset management to drive occupancy,
enhance tenant retention, and optimise rental growth,
underpinning sustainable dividend distributions. As
businesses prioritise dynamic and engaging workspaces,
the Company is well placed for recovery, which will
support long-term value creation and benefit shareholders
as confidence gradually returns to the commercial
property market.
David Hunter
Chairman
24 March 2025
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
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27
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
INVESTMENT STRATEGY
AND BUSINESS MODEL
Active management of the properties
Highly experienced Asset Manager
Regions primed for growth
Investing in income producing assets
Opportunistic approach to property investment
Geographically diversified income focused portfolio
BORROWINGS
The Group targets a ratio of net borrowings to Gross Investment Properties Value of 40% over
the longer term, with a targeted maximum limit of 50%.
INVESTMENT STRATEGY
The Group will invest in, and actively manage properties or debt portfolios secured on such
properties located predominately in the regional centres of the UK outside of the M25 motorway.
The Group aims to build a portfolio of interests that, together, offer shareholders a diversification
of investment risk by investing in a range of geographical areas and across a number of high-
quality assets and tenants, and through letting properties, where possible, to low-risk tenants.
The Group will use gearing, borrowings and other sources of leverage to implement its
investment strategy and enhance equity returns.
INVESTMENT POLICY
The Group will invest in properties that are situated in the UK and outside of the M25 motorway.
The Group may also invest in property portfolios in which up to 50% of the properties (by market
value) are situated inside the M25 motorway.
In the ordinary course of business, no single property will exceed 10% of the Group’s Gross
Investment Properties Value at the time of the investment; exceptionally, the Board may consider
taking this up to 20%.
The normal minimum value for a single property investment is £5 million, except where an asset
is within a portfolio of properties for which there shall be no such minimum.
No more than 20% of the Gross Investment Properties Value shall be exposed to any one tenant
or group undertaking of that tenant.
Speculative development (properties under construction, but excluding refurbishment, which
have not been pre-let) is prohibited. Any other development is restricted to an aggregate
maximum of 15% of Gross Investment Properties Value at investment or commencement.
INVESTMENT OBJECTIVE
The investment objective of the Company is to deliver an attractive total return to shareholders,
with a strong focus on income from investing in UK commercial property, predominately in the
office sector in major regional centres and urban areas outside of the M25 motorway.
Borrowings
Objectives
Policy
Investment
Strategy
28
29
GEOGRAPHICALLY DIVERSE PORTFOLIO
INVESTING IN INCOME PRODUCING ASSETS
OUR APPROACH
• A distinctive, large and diverse commercial property portfolio.
• An approach that diversifies the investment risk of the portfolio and enables better
management of the timing of lease re-gears, new lettings, geography and sector.
HOW WE ADD VALUE
• The property portfolio is geographically well spread across the regions of the UK outside of
the M25 motorway and with a broad range of tenants.
PROGRESS DURING THE YEAR
• 126 properties (2023: 144), 1,271 units (2023: 1,483) and 780 tenants (2023: 978) as at 31
December 2024.
• The largest single property is 2.9% of the Gross Investment Properties value (2023: 2.8%)
and the largest tenant 2.8% of Gross Rental Income (2023: 2.5%).
• England & Wales represent 83.4% of the Gross Investment Properties value (2023: 83.8%);
office 90.7% and industrial sites are 3.7% (2023: office 92.1%; industrial 3.2%).
OUR APPROACH
• The Group has a strict set of investment criteria to invest, predominately, in income
producing assets capable of delivering an attractive total return to our shareholders.
HOW WE ADD VALUE
• Investment decisions are based on identifying strong underlying fundamentals, including
inter alia: prospects for future income growth; sector and geographic prospects; lease
length; initial and equivalent yields; and the potential for active asset management.
PROGRESS DURING THE YEAR
• Rent roll of £60.7 million as at end 2024 (2023: £67.8 million).
• Average rents have increased to £13.92 per sq. ft. (2023: £13.82 per sq. ft.).
• Declared dividends of 7.80pps* for 2024 (2023: 5.25pps).
2
PRINCIPAL RISKS AND UNCERTAINTIES:
Healthcare events
Financial and tax changes
Funding
Accounting, legal and regulatory
Tenant
Environmental and efficiency standards
Valuation
Economic and political
Operational
Strategic
Read more about the Principal Risks and Uncertainties
facing the Company on pages 60 to 72, which are linked to
the Company’s strategy as set out below.
LINK TO PRINCIPAL RISKS
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
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LINK TO PRINCIPAL RISKS
* On 19 July 2024 the shares in issue increased by 1,105,149,821 shares to 1,620,886,404.
On 29 July 2024 the shares were consolidated on a 1 for 10 share basis.
HIGHLY EXPERIENCED ASSET MANAGER
REGIONS PRIMED FOR GROWTH
OUR APPROACH
• The Asset Manager has the heritage of a long-established property investment
management team.
• ESR Europe LSPIM is headquartered in Glasgow and has a number of offices around the
UK, with 77 employees, as at 31 December 2024, working on Regional REIT.
HOW WE ADD VALUE
• The capabilities and track record of the management team, including knowledge, expertise
and established relationships, provide an important competitive advantage for operating
in the fragmented UK regional property market. The senior management team of the Asset
Manager collectively have over 180 years of property experience, with a proven record of
creating value.
• The Asset Manager grew property rental income for a similar portfolio on a like-for-like
basis through the 2008-12 recession.
PROGRESS DURING THE YEAR
• Completed 61 new lettings in 2024, 13.5% above 2023 ERV, which after the expiry of rent
incentives will provide a gross rental income of £3.2 million.
OUR APPROACH
• The resilient regions are expected to benefit from future capital inflows, a strong rebound
of the UK economy and governmental resource allocation, which should conflate to ensure
occupier demand for offices grows.
• According to monthly data from MSCI, income return held up well for the rest of UK office
markets in the 12 months ended December 2024 at 7.1%.
HOW WE ADD VALUE
• The investment policy focuses on a portfolio of offices located outside of the M25
motorway, broadly based on the region’s economic worth and population mix.
• The Group seeks to enhance income growth and capital values through the proactive
approach of the Asset Manager.
• The Asset Manager operates through a number of regional offices, implementing a
targeted investment policy and individual property asset management plans.
2
ACTIVE MANAGEMENT OF THE PROPERTIES
OPPORTUNISTIC APPROACH TO PROPERTY INVESTMENT
OUR APPROACH
• The Group prides itself on maintaining a close relationship with its tenants and, in the intensive
granular management of its properties, a very hands-on approach.
• Our aim is to provide a consistent approach to improving returns, thereby enhancing the
quality of the underlying portfolio.
HOW WE ADD VALUE
• The Asset Manager undertakes all of the principal property management activities in-house and
remains close to its tenants, ensuring an immediate understanding of their requirements and
enabling better decision-making capability.
• The Asset Manager utilises a range of approaches to each asset to maximise shareholder value.
Following the successful equity capital raise in July 2024 the Company is able to focus upon
accretive alternative uses across the portfolio.
PROGRESS DURING THE YEAR
• Net capital expenditure of £8.2 million in 2024 (2023: £10.2 million); capital expenditure is
recovered through dilapidations, service charges or improved property rental income.
• Active and intense asset management maintained EPRA occupancy of 77.5% (2023: 80.0%).
OUR APPROACH
• A focus on exploiting pricing inefficiencies and mismatches between regional Core and
Core Plus and primary property yields.
• Following the successful July 2024 equity capital raise the Company is able to undertake
accretive value add projects.
• From such opportunities, the Group will acquire, hold and sell commercial real estate that
it believes to be mispriced.
• Utilising leverage to build the acquisitions capability of the business.
HOW WE ADD VALUE
• An opportunistic approach to UK commercial property with recycling of capital from the
portfolio refreshment programme and aiming to acquire properties where the Group can
add value through the expertise of the Asset Manager.
• Seeking to build the income growth and capital values of properties, taking undermanaged and
underinvested properties to being attractive investments to be retained for yield or for disposal.
• An established borrower with long-term relationships in place with a number of UK banks.
The Group will exploit opportunities to improve total returns utilising leverage.
• With debt maturing and opportunities to renegotiate existing facilities, the Group aims to
reduce its funding costs.
PROGRESS DURING THE YEAR
• The Company completed disposals (net of costs) of £28.6 million, respectively reflecting an
average net initial yield of 8.3% (10.6% excluding vacant properties), which in conjunction with
the July 2024 successful £110.5m equity capital raise helped to reduce the Group Net LTV.
• During 2024, borrowing repayments totalled £104.0 million, new borrowings were £nil
million, resulting in total borrowings of £316.7 million. The average funding cost (including
hedging) was 3.4% (2023: 3.5%).
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
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LINK TO PRINCIPAL RISKS
LINK TO PRINCIPAL RISKS
LINK TO PRINCIPAL RISKS
LINK TO PRINCIPAL RISKS
ASSET MANAGER AND
INVESTMENT ADVISERS' REPORT
Overview
While 2024 has undoubtedly been another challenging
year for the property market and the regional office
market in particular, with the successful equity raise
in July 2024, Regional REIT enters 2025 with cautious
optimism. We are beginning to see an improvement
in sentiment in the UK office market, with the average
number of days in the office having stabilised at four
days a week across our portfolio. There is also a growing
recognition of the vital role the office plays in driving
productivity and strengthening a company’s culture.
We anticipate a slow and steady improvement to the
occupational market in 2025, however, it will take time
for the impact of these changes to flow through to our
financial performance. On a like-for-like basis the valuation
of the portfolio fell by 8.2% in the year to £622.5m,
although the pace of this reduction slowed to 3.1% in the
second half. If, as is widely forecast, interest rates continue
to fall then this will bring stability and confidence and
ultimately be beneficial to real estate values.
Our operational performance continues to be robust.
At an operational level, the business delivered 61 new
lettings last year at 13.5% above 2023 ERV, totalling £3.2m
rent roll. Rent collection remained high at 98.6%, and
occupancy amounted to 77.5% compared to 80.0% in
2023. This slight reduction was in part due to the business
holding some buildings vacant while it progresses planning
applications to add value.
Importantly, the combination of our ongoing controlled
disposals programme and the successful £110.5m equity
raise have transformed Regional REIT’s balance sheet,
taking LTV to 41.8% at the end of the year from 55.1%
in 2023. This ensures that we have the resources and
flexibility to take advantage of the opportunities we see
to create value across our portfolio. Further reducing LTV
via selected disposals remains a priority, and a total of 43
sites totalling c. £106.7m have been earmarked for sale,
with nine sales totalling £18.6m either contracted, under
offer, or in negotiation.
Looking ahead, along with a targeted capex programme
to bring selected assets up to the necessary standard
to optimise rents, a key objective will be maximising
the opportunities we see in the portfolio to add value
by securing planning consents ahead of sales. Over the
medium term, based on current property values we
estimate that there is the potential to add substantial
value through these initiatives.
There is a lot of work to do. However, the team is laser
focused on delivering against our restated strategy and
with a transformed balance sheet there are extensive
opportunities across the portfolio. Regional REIT is well
placed to deliver against its objective of being a high
dividend paying REIT, while also pursuing added capital
value.
We are beginning to see an improvement in
sentiment in the UK office market, with the
average number of days in the office having
stabilised at four days a week. There is also a
growing recognition of the vital role the office
plays in driving productivity and strengthening
a company’s culture.”
Stephen Inglis
Head of ESR Europe LSPIM Ltd.
Asset Manager
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
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KEY POINTS FROM 2024
HIGH LEVEL OF RENT COLLECTION
Achieved a high level of rent collection. As at 14
March 2025, rent collection remains robust, with FY
2024 at 98.6%, adjusting for monthly rent and agreed
collections plans, which is similar to the equivalent date
in 2024 when 98.9% had been collected.
Quarterly Investment Volumes (£bn)
UK Office Investment Activity
Investment in UK offices reached £1.8 billion in Q4 2024,
bringing the total for the year to £7.3 billion, 27% lower than
20231. The decline in overall office investment was primarily
driven by a significant drop in London, where investment
fell by 34% to £4.7 billion in 2024 down from £7.2 billion
in 2023. The regional office markets also experienced a
decline in investment in 2024 when compared to 2023 of
5.5%, an annual total of £2.34 billion from £2.48 billion.
Transactional yields2 for central London offices were
marginally up for Q4 2024 at 6.02% against the same period
in Q4 2023. In contrast the transactional yields for rest of
the UK were 7.75% for Q4 2024, an increase of 0.5% on the
Q4 2023.
Looking ahead, Lambert Smith Hampton (“LSH”), see 2024
as an inflection point for the office sector. LSH forecast total
returns averaging c7.9% per annum citing improved staff
occupancy and tighter supply.
Underpinning LSH’s forecast, the Office for National
Statistics (“ONS”) data3 shows that in 2024, 42% of workers
in the UK on average travelled exclusively to work, while
only 13% worked from home full-time, a drop from 25%
in 2021. Additionally, approximately 26% of UK workforce
were hybrid working in 2024.
Recent surveys underscore a growing trend toward
increased office attendance across the UK, driven by new
policies, improved team engagement, and recognised in-
office benefits.
• Centre for Cities Survey4: In London, workers increased
their office attendance from 2.2 days per week in 2023 to
2.7 days in 2024, signalling a gradual return.
• KPMG Survey5: A survey of financial services leaders
shows that 76% plan to increase attendance, with 37%
expecting employees to be in-office at least four days
weekly.
• Willis Towers Watson Survey6: ‘Flexible Work Models
Pulse’ reports that 60% of UK companies now enforce a
minimum office-days policy, boosting engagement (85%),
culture (72%), and learning (69%).
These findings continue to highlight the benefits
and productivity companies observe from in person
collaboration.
1 UK Investment Transactions Bulletin, UKIT Q4 2024 by Lambert Smith Hampton (LSH), Jan. 2025
2 Transactional Yield focuses on the yield at the point of purchase, based on the current property income
3 ONS, Public opinions and social trends, Great Britain: social mobility, Jan. 2025
4 The Future of Work, Centre for Cities report (in partnership with Imperial College London), Sep. 2024
5 Financial Services employee survey, KPMG, Oct. 2024
6 Flexible Work Models Pulse survey by WillisTowersWatson, Dec. 2024
Source: Lambert Smith Hampton Research (January 2025)
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
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DISPOSALS PROGRAMME
Disposals during 2024 totalled £28.6 million (net of
costs), reflecting a net initial yield of 8.3% (10.6%
excluding vacant assets).
NEW LETTINGS - GREATER THAN ERV
Completed 61 new lettings in 2024, totalling 191,541
sq ft and 13.5% above ERV, which when fully occupied
will provide a gross rental income of c. £3.2 million.
INCREASE IN AVERAGE RENT
Average rent by let sq. ft. increased by 1.1% from
£13.82 per sq. ft. in December 2023 to £13.92 per sq. ft.
in December 2024.
OUTPERFORM THE MSCI MONTHLY DATA
The like-for-like value of the portfolio decreased by
8.2% from 31 December 2023 to 31 December 2024
after adjusting for capital expenditure, acquisitions
and disposals during the period (7.1% excluding capital
expenditure adjustment). Noting that some assets are
being held for repurposing potential, the MSCI monthly
data shows capital value decline of 8.9% for rest of UK
offices over the same period.
INCREASE IN GRESB SCORE
The Company submitted its Fourth Global Real Estate
Sustainability Benchmark ("GRESB") assessment
resulting in an increased score of 73 from 66.
-100
-50
0
50
100
150
0
1
2
3
4
5
6
7
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Year-on-year, %
£ Billion
Regional Total
Greater London
Portfolios
5-Year Quarterly Average
% Quarterly Change
ASSET MANAGER AND INVESTMENT ADVISERS' REPORT CONTINUED
Development Pipeline (sq.ft.)
Source: Glenigan, Property Market Analysis. Avison Young
7 Nine regional office markets mentioned by Avison Young include: Birmingham, Bristol, Cardiff,
Edinburgh, Glasgow, Leeds, Liverpool, Manchester, Newcastle
8 The Big Nine, Quarterly update of regional office activity, Q4 2024 by Avison Young, Feb. 2025
Occupational Demand in the UK
Regional Office Market
Avison Young announced that the take-up of office space
across the nine7 regional markets reached 2.2 million
square feet (sq.ft.) in Q4 2024, on par with the previous
quarter and the highest since Q4 2022, 33.9% above the
previous quarter and 18.2% above the five year quarterly
average take-up. The annual total was 10% higher than
2023, at 7.9m sq.ft. with positive occupier sentiment,
particularly from larger corporates.
The high demand and short supply across the nine
regional markets continue to keep rental growth high,
with an average of 6.6% prime rental growth.
Occupational demand in the regional office markets
continued to be driven by the financial and professional
services sector, with both accounting for 18.0% share
each in Q4 2024. However, the sector with the most
growth was education and training with 39% annual
increase.
In terms of the development pipeline, in 2025 it is
estimated that approximately 2.0 million sq.ft. of office
space is currently under construction in the Big Nine8
regional markets, with 36% already pre-let. The estimated
pipeline total is the lowest since 2017 and therefore likely
to produce supply shortages. 2024 saw refurbishments
take a 38% share, up from 24% in 2023 and this trend is
expected to continue into 2025. The data supports LSH’s
comment (See UK Office Activity) on tighter supply of
office space in the forthcoming years.
0
1
2
3
4
5
6
7
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
Million Sq.ft.
Completed
Under construction let
Under construction unlet
Rental Growth in the UK Regional Office Market
According to monthly data from MSCI, rental value
growth finished the year on a high for ‘Rest of UK
Office’ markets with growth of 2.4% (see chart below).
Conversely, central London offices experienced modest
growth of 1.2% over the same period. Avison Young
report that seven of the Big Nine’s cities saw an increase
in their prime rents this quarter; with the top three
being an increase of:
• 14.1% to Bristol with £48.50 per square foot (psf)
• 13.7% to Liverpool at £29.00 psf
• 12% to Cardiff at £28.00 psf
This brought the Big Nine’s average annual prime rental
growth to 6.6% in Q4.
Regional REIT’s Office Assets
EPRA occupancy of the Group’s regional offices of 76.4% as at 31 December 2024 (2023: 79.2%). A like-for-like
comparison of the Group’s regional offices’ EPRA occupancy, as at 31 December 2024 versus 31 December 2023,
shows occupancy of 76.4% (2023: 80.5%). WAULT to first break was 2.7 years (2023: 2.6 years); like-for-like WAULT to
first break of 2.7 years (2023: 2.6 years).
Rental Value Growth
Source: MSCI (December 2024)
1.2
2.4
-2
-1
0
1
2
3
4
2020
2021
2022
2023
2024
2025
2026
Year-on-year, %
Office - City
Office - Rest of UK
Office - Central London
Office - Rest of UK
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
38
39
ASSET MANAGER AND INVESTMENT ADVISERS' REPORT CONTINUED
Property Portfolio
As at 31 December 2024, the Group’s property portfolio
was valued at £622.5 million (2023: £700.7 million), with
rent roll of £60.7 million (2023: £67.8 million), and an EPRA
occupancy of 77.5% (2023: 80.0%).
On a like-for-like basis, 31 December 2024 versus 31
December 2023, EPRA occupancy was 77.5% (2023: 81.3%).
There were 126 properties (2023: 144) in the portfolio,
with 1,271 units (2023: 1,483) and 780 tenants (2023: 978).
If the portfolio was fully occupied at Colliers International
Property Consultants view of market rents, the rental
income would be £83.2 million per annum as at 31
December 2024 (2023: £87.0 million).
As at 31 December 2024, the net initial yield on the
portfolio was 5.9% (2023: 6.2%), the equivalent yield was
10.4% (2023: 9.9%) and the reversionary yield was 11.6%
(2023: 10.8%).
Property Portfolio by Sector
Property Portfolio by Region
Sector
Properties Valuation
(£m)
% by
valuation
Sq. ft.
(m)
Occupancy
(EPRA)
(%)
WAULT
to first
break
(yrs)
Gross
rental
income
(£m)
Average
rent
(£psf)
ERV
(£m)
Capital
rate
(£psf)
Net initial
yield
(%)
Equivalent
yield
(%)
Reversionary
yield
(%)
Office
107
564.7
90.7
5.1
76.4
2.7
54.9
14.97
77.6
110.99
5.8
10.5
11.9
Retail
13
22.6
3.6
0.3
91.7
3.4
2.7
11.14
2.6
85.10
7.2
9.6
10.3
Industrial
4
23.1
3.7
0.4
90.8
4.1
1.9
5.38
2.1
55.02
6.5
7.7
8.0
Other
2
12.2
2.0
0.1
98.5
9.5
1.1
12.48
0.9
128.64
8.5
8.3
7.0
Total
126
622.5
100.0
5.9
77.5
2.9
60.7
13.92
83.2
106.10
5.9
10.4
11.6
Region
Properties Valuation
(£m)
% by
valuation
Sq. ft.
(m)
Occupancy
(EPRA)
(%)
WAULT
to first
break
(yrs)
Gross
rental
income
(£m)
Average
rent
(£psf)
ERV
(£m)
Capital
rate
(£psf)
Net initial
yield
(%)
Equivalent
yield
(%)
Reversionary
yield
(%)
Scotland
28
103.5
16.6
1.1
68.7
4.0
9.7
13.93
16.3
93.64
5.0
11.2
12.6
South
East
23
109.8
17.6
0.9
78.0
2.6
10.9
16.39
14.6
126.25
6.1
10.3
11.7
North
East
18
98.2
15.8
0.8
71.0
3.1
8.1
13.40
11.8
117.47
5.4
9.7
10.8
Midlands
22
125.1
20.1
1.3
89.3
3.0
13.9
12.83
16.9
93.89
6.4
10.6
11.9
North
West
17
87.4
14.0
0.9
69.7
1.8
8.5
13.79
12.2
98.35
5.2
10.4
11.9
South
West
12
59.3
9.5
0.4
85.0
2.0
5.9
17.59
7.1
148.17
7.6
10.3
11.1
Wales
6
39.3
6.3
0.4
88.8
3.7
3.6
10.20
4.3
90.24
6.9
9.3
9.9
Total
126
622.5
100.0
5.9
77.5
2.9
60.7
13.92
83.2
106.10
5.9
10.4
11.6
Tables may not sum due to rounding
Lightyear, Glasgow
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
40
41
Top 15 Investments (market value) as at 31 December 2024
Property
Sector
Anchor tenants
Market
value
(£m)
% of
portfolio
Lettable
area
(Sq. Ft.)
EPRA
Occupancy
(%)
Annualised
gross rent
(£m)
% of
gross
rental
income
WAULT
to
first
break
(years)
300 Bath Street,
Glasgow
Office
Glasgow Tay House Centre
Ltd, University of Glasgow,
Fairhurst Group LLP, ESR
Europe LSPIM Ltd
17.9
2.9
156,853
82.7
0.8
1.4
2.6
Hampshire
Corporate Park,
Eastleigh
Office
Aviva Central Services UK Ltd,
Lloyd's Register
EMEA, Complete Fertility Ltd
17.5
2.8
84,043
100.0
1.8
3.0
2.7
Norfolk House,
Smallbrook
Queensway,
Birmingham
Office
Global Banking School Ltd,
Accenture (UK) Ltd
17.3
2.8
118,530
98.9
1.9
3.2
6.1
800 Aztec West,
Bristol
Office
NNB Generation Company
(HPC) Ltd, EDF Energy Ltd
15.8
2.5
73,292
100.0
1.5
2.5
1.8
Eagle Court,
Coventry Road,
Birmingham
Office
Virgin Media Ltd, Rexel UK
Ltd, Goldbeck Construction
Ltd
15.2
2.4
132,690
75.8
1.3
2.2
2.7
Manchester Green,
Manchester
Office
Chiesi Ltd, Ingredion UK Ltd,
Assetz SME Capital Ltd
14.9
2.4
107,760
78.9
1.5
2.4
1.7
Beeston Business
Park, Nottingham
Office/
Industrial
Metropolitan Housing Trust
Ltd, SMS Electronics Ltd, SMS
Product Services Ltd
14.6
2.3
215,330
72.4
1.1
1.7
5.0
1-4 Llansamlet
Retail Park,
Nantyffin Rd,
Swansea
Retail
Wren Kitchens Ltd, Dreams
Ltd, NCF Furnishings Ltd, ScS
Upholstery
13.3
2.1
74,425
100.0
1.2
2.0
3.5
Oakland House,
Manchester
Office
Please Hold (UK) Ltd,
A.M.London Fashion Ltd,
CVS (Commercial Valuers &
Surveyors) Ltd
12.9
2.1
161,502
80.8
1.1
1.9
1.3
Orbis 1, 2 & 3, Pride
Park, Derby
Office
Firstsource Solutions UK
Ltd, DHU Health Care C.I.C.,
Tentamus Pharma (UK) Ltd
12.1
1.9
121,883
100.0
1.8
3.0
2.4
Ashby Park, Ashby
De La Zouch
Office
Ceva Logistics Ltd, Ashfield
Healthcare Ltd, Brush
Electrical Machines Ltd
11.6
1.9
87,872
92.8
1.2
2.1
3.3
Lightyear - Glasgow
Airport, Paisley
Office
Loganair Ltd, Rolls-Royce
Submarines Ltd, Heathrow
Airport Ltd
11.5
1.8
73,499
94.4
1.5
2.4
4.3
Linford Wood
Business Park,
Milton Keynes
Office
IMServ Europe Ltd, Senceive
Ltd, Aztech IT Solutions Ltd
11.3
1.8
107,352
78.8
1.2
2.0
2.0
Capitol Park, Leeds
Office
Hermes Parcelnet Ltd, BDW
Trading Ltd
11.0
1.8
86,758
55.3
0.7
1.2
3.1
The Coach Works,
Leeds
Office
St James's Place Wealth
Management Group Ltd,
Abstract Tech Ltd, Canal &
River Trust
10.5
1.7
41,121
68.9
0.7
1.2
1.4
Total
207.0
33.3%
1,642,910
86.4
19.6
32.3
3.0
Tables may not sum due to rounding
Top 15 Tenants (share of rental income) as at 31 December 2024
Tenant
Property
Sector
WAULT to
first break
(years)
Lettable
area
(Sq. Ft.)
Annualised
gross rent
(£m)
% of gross
rental
income
EDF Energy Ltd
800 Aztec West, Bristol
Endeavour House, Sunderland
Electricity, gas, steam
and air conditioning
supply
4.5
109,114
1.7
2.8
Global Banking School
Ltd
Norfolk House, Smallbrook Queensway,
Birmingham
Education
7.9
73,628
1.4
2.3
Virgin Media Limited
Eagle Court, Coventry Road, Birmingham
Southgate Park, Peterborough
Information and
communication
2.7
75,309
1.3
2.2
The Secretary of
State for Housing,
Communities and Local
Government
1 Burgage Square, Merchant Square,
Wakefield
Albert Edward House, Preston
Bennett House, Stoke On Trent
Oakland House, Manchester
Origin (Office), Bracknell
Waterside Business Park, Swansea
Public sector
4.1
116,238
1.2
2.0
Firstsource Solutions
UK Ltd
Orbis 1, 2 & 3, Pride Park, Derby
Administrative and
support service
activities
2.3
62,433
1.0
1.7
E.ON UK Plc
Two Newstead Court, Nottingham
Electricity, gas, steam
and air conditioning
supply
0.3
99,142
0.9
1.6
Shell Energy Retail Ltd
Columbus House, Coventry
Electricity, gas, steam
and air conditioning
supply
0.0
53,253
0.9
1.5
NNB Generation
Company (HPC) Ltd
800 Aztec West, Bristol
Electricity, gas, steam
and air conditioning
supply
1.1
41,743
0.9
1.4
SPD Development
Company Ltd
Clearblue Innovation Centre, Bedford
Professional, scientific
and technical activities
9.0
58,167
0.8
1.4
Aviva Central Services
UK Ltd
Hampshire Corporate Park, Eastleigh
Other service activities
0.9
42,612
0.8
1.3
Odeon Cinemas Ltd
Kingscourt Leisure Complex, Dundee
Information and
communication
10.8
41,542
0.8
1.2
Care Inspectorate
Compass House, Dundee
Quadrant House, Dundee
Public sector
3.3
51,852
0.7
1.1
Please Hold (UK) Ltd
Oakland House, Manchester
Professional, scientific
and technical activities
0.9
60,362
0.6
1.0
SpaMedica Ltd
1175 Century Way, Thorpe Park, Leeds
Albert Edward House, Preston
Fairfax House, Wolverhampton
Southgate Park, Peterborough
The Foundation Chester Business Park,
Chester
Human health and
social work activities
3.1
40,529
0.6
1.0
DHU Health Care C.I.C.
Orbis 1, 2 & 3, Pride Park, Derby
Human health and
social work activities
1.3
42,301
0.6
0.9
Total
3.7
968,225
14.3
23.5
Tables may not sum due to rounding
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
42
43
Clinitron House, Ashby
ASSET MANAGER AND INVESTMENT ADVISERS' REPORT CONTINUED
By Valuation
Sector Split by Valuation
Regional Split by Valuation
Regional Split by Income
Sector Split by Income
By Income
As at 31 December 2024, 90.7% (2023: 92.1%) of the
portfolio by market value was offices and 3.6% (2023:
3.1%) was retail. The balance was made up of industrial,
3.7% (2023: 3.2%) and other, 2.0% (2023: 1.7%). By UK
region, as at 31 December 2024, Scotland represented
16.6% (2023: 16.2%) of the portfolio and England 77.1%
(2023: 78.4%); the balance of 6.3% (2023: 5.4%) was in
Wales. In England, the largest regions were the Midlands,
the South East and the North East.
As at 31 December 2024, 90.5% (2023: 91.3%) of the
portfolio by income was offices and 4.4% (2023: 4.2%) was
retail. The balance was made up of industrial, 3.2% (2023:
2.8%), and other, 1.9% (2023: 1.7%). By UK region, as at
31 December 2024, Scotland represented 16.0% (2023:
15.8%) of the portfolio and England 78.0% (2023: 78.6%);
the balance of 6.0% was in Wales (2023: 5.6%). In England,
the largest regions were the Midlands, the South East and
the North West.
Source: LSPIM.
Charts may not sum due to rounding.
Office (90.7%)
Industrial (3.7%)
Retail (3.6%)
Other (2.0%)
Office (90.5%)
Industrial (3.2%)
Retail (4.4%)
Other (1.9%)
Midlands (22.9%)
Scotland (16.0%)
South West (9.8%)
South East (17.9%)
North West (13.3%)
North East (14.1%)
Wales (6.0%)
Midlands (20.1%)
Scotland (16.6%)
South West (9.5%)
South East (17.6%)
North West (14.0%)
North East (15.8%)
Wales (6.3%)
Property Portfolio Sector and Region Splits by Valuation and Income as at 31 December 2024
Lease Expiry Income Profile
Lease Expiry Profile
The WAULT on the portfolio is 4.6 years (2023: 4.7 years);
WAULT to first break is 2.9 years (2023: 2.8 years). As at 31
December 2024, 13.8% (2023: 15.9%) of income was from
leases, which will expire within one year, 10.5% (2023:
10.7%) between one and two years, 39.7% (2023: 33.3%)
between two and five years and 36.1% (2023: 40.1%) after
five years.
0-1 years (13.8%)
2-5 years (39.7%)
1-2 years (10.5%)
5+ years (36.1%)
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
44
45
Lease expiry income profile by year
Source: LSPIM.
Charts may not sum due to rounding.
0
2
4
6
8
10
12
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035 plus
Rental Income (£)
Rental Income (£)
0
1
2
3
4
5
6
7
8
9
10
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035 plus
* Other – construction, other service activities, real estate activities, registered society, water supply,
sewerage, waste management and remediation activities, accommodation and food service activities,
activities of extraterritorial organisations and bodies, arts, entertainment and recreation, public
administration and defence; compulsory social security, activities of households as employers, charity,
mining and quarrying, activities of households as employers; undifferentiated goods.
SIC Code
% of
Headline
Rent
Professional, scientific and technical activities
11.8%
Administrative and support service activities
11.2%
Information and communication
10.5%
Wholesale and retail trade
8.7%
Electricity, gas, steam and air conditioning supply
6.4%
Financial and insurance activities
6.2%
Human health and social work activities
5.9%
Education
5.9%
Manufacturing
5.7%
Public Sector
5.7%
Transportation and storage
3.7%
Other*
18.2%
Total
100.0%
ASSET MANAGER AND INVESTMENT ADVISERS' REPORT CONTINUED
Tenants by Standard Industrial Classification (SIC)
Tenants by SIC Codes (% of gross rent)
As at 31 December 2024, 11.8% of income was from
tenants in the professional, scientific and technical
activities sector (2023: 11.5%), 11.2% from the
administrative and support service activities sector (2023:
10.4%), 10.5% from the information and communication
activities sector (2023: 12.2%), 8.7% from the wholesale
and retail trade sector (2023: 8.0%) and 6.4% from the
electricity, gas, steam and air conditioning supply sector
(2023: 6.5%). The remaining exposure is broadly spread.
No tenant represents more than 3.0% of the Group’s rent
roll as at 31 December 2024, the largest being 2.8% (2023:
2.5%).
Source: LSPIM.
Charts may not sum due to rounding.
11.8%
11.2%
10.5%
8.7%
6.4%
6.2%
5.9%
5.9%
5.7%
5.7%
3.7%
18.2%
Lease expiry to first break income profile by year
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
46
47
PROPERTY PORTFOLIO
Top 15 Properties
1. 300 BATH STREET, GLASGOW
Market value (£million)
17.9
Sector
Office
Annualised gross rent (£million)
0.8
Lettable area (Sq. Ft.)
156,853
Anchor tenants
Glasgow Tay House Centre Ltd,
University of Glasgow, Fairhurst
Group LLP, ESR Europe LSPIM Ltd
EPRA Occupancy (%)
87.2
WAULT (years) (to first break)
2.6
3. NORFOLK HOUSE, SMALLBROOK QUEENSWAY, BIRMINGHAM
Market value (£million)
17.3
Sector
Office
Annualised gross rent (£million)
1.9
Lettable area (Sq. Ft.)
118,530
Anchor tenants
Global Banking School Ltd,
Accenture (UK) Ltd
EPRA Occupancy (%)
98.9
WAULT (years) (to first break)
6.1
2. HAMPSHIRE CORPORATE PARK, EASTLEIGH
Market value (£million)
17.5
Sector
Office
Annualised gross rent (£million)
1.8
Lettable area (Sq. Ft.)
84,043
Anchor tenants
Aviva Central Services UK Ltd,
Lloyd's Register EMEA, Complete
Fertility Ltd
EPRA Occupancy (%)
100.0
WAULT (years) (to first break)
2.7
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
48
49
5. EAGLE COURT, COVENTRY ROAD, BIRMINGHAM
Market value (£million)
15.2
Sector
Office
Annualised gross rent (£million)
1.3
Lettable area (Sq. Ft.)
132,690
Anchor tenants
Virgin Media Ltd, Rexel UK Ltd,
Goldbeck Construction Ltd
EPRA Occupancy (%)
75.8
WAULT (years) (to first break)
2.7
4. 800 AZTEC WEST, BRISTOL
Market value (£million)
15.8
Sector
Office
Annualised gross rent (£million)
1.5
Lettable area (Sq. Ft.)
73,292
Anchor tenants
NNB Generation Company (HPC)
Ltd, EDF Energy Ltd
EPRA Occupancy (%)
100.0
WAULT (years) (to first break)
1.8
PROPERTY PORTFOLIO CONTINUED
7. BEESTON BUSINESS PARK, NOTTINGHAM
Market value (£million)
14.6
Sector
Office/ Industrial
Annualised gross rent (£million)
1.1
Lettable area (Sq. Ft.)
215,330
Anchor tenants
Metropolitan Housing Trust Ltd,
SMS Electronics Ltd, SMS Product
Services Ltd
EPRA Occupancy (%)
72.4
WAULT (years) (to first break)
5.0
8. 1-4 LLANSAMLET RETAIL PARK, NANTYFFIN RD, SWANSEA
Market value (£million)
13.3
Sector
Retail
Annualised gross rent (£million)
1.2
Lettable area (Sq. Ft.)
74,425
Anchor tenants
Wren Kitchens Ltd, Dreams Ltd, NCF
Furnishings Ltd, ScS Upholstery
EPRA Occupancy (%)
100.0
WAULT (years) (to first break)
3.5
6. MANCHESTER GREEN, MANCHESTER
Market value (£million)
14.9
Sector
Office
Annualised gross rent (£million)
1.5
Lettable area (Sq. Ft.)
107,760
Anchor tenants
Chiesi Ltd, Ingredion UK Ltd, Assetz
SME Capital Ltd
EPRA Occupancy (%)
78.9
WAULT (years) (to first break)
1.7
9. OAKLAND HOUSE, MANCHESTER
Market value (£million)
12.9
Sector
Office
Annualised gross rent (£million)
1.1
Lettable area (Sq. Ft.)
161,502
Anchor tenants
Please Hold (UK) Ltd, A.M.London
Fashion Ltd, CVS (Commercial
Valuers & Surveyors) Ltd
EPRA Occupancy (%)
80.8
WAULT (years) (to first break)
1.3
10. ORBIS 1, 2 & 3, PRIDE PARK, DERBY
Market value (£million)
12.1
Sector
Office
Annualised gross rent (£million)
1.8
Lettable area (Sq. Ft.)
121,883
Anchor tenants
Firstsource Solutions UK Ltd,
DHU Health Care C.I.C., Tentamus
Pharma (UK) Ltd
EPRA Occupancy (%)
100.0
WAULT (years) (to first break)
2.4
11. ASHBY PARK, ASHBY DE LA ZOUCH
Market value (£million)
11.6
Sector
Office
Annualised gross rent (£million)
1.2
Lettable area (Sq. Ft.)
87,872
Anchor tenants
Ceva Logistics Ltd, Ashfield
Healthcare Ltd, Brush Electrical
Machines Ltd
EPRA Occupancy (%)
92.8
WAULT (years) (to first break)
3.3
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
50
51
PROPERTY PORTFOLIO CONTINUED
12. LIGHTYEAR - GLASGOW AIRPORT, GLASGOW
Market value (£million)
11.5
Sector
Office
Annualised gross rent (£million)
1.5
Lettable area (Sq. Ft.)
73,499
Anchor tenants
Loganair Ltd, Rolls-Royce
Submarines Ltd, Heathrow Airport
Ltd
EPRA Occupancy (%)
94.4
WAULT (years) (to first break)
4.3
13. LINFORD WOOD BUSINESS PARK, MILTON KEYNES
Market value (£million)
11.3
Sector
Office
Annualised gross rent (£million)
1.2
Lettable area (Sq. Ft.)
107,352
Anchor tenants
IMServ Europe Ltd, Senceive Ltd,
Aztech IT Solutions Ltd
EPRA Occupancy (%)
78.8
WAULT (years) (to first break)
2.0
14. CAPITOL PARK, LEEDS
Market value (£million)
11.0
Sector
Office
Annualised gross rent (£million)
0.7
Lettable area (Sq. Ft.)
86,758
Anchor tenants
Hermes Parcelnet Ltd, BDW Trading
Ltd
EPRA Occupancy (%)
55.3
WAULT (years) (to first break)
3.1
15. THE COACH WORKS, LEEDS
Market value (£million)
10.5
Sector
Office
Annualised gross rent (£million)
0.7
Lettable area (Sq. Ft.)
41,121
Anchor tenants
St James's Place Wealth
Management Group Ltd, Abstract
Tech Ltd, Canal & River Trust
EPRA Occupancy (%)
68.9
WAULT (years) (to first break)
1.4
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
52
53
Net Asset Value
In the year ended 31 December 2024, the EPRA NTA* of
the Group increased to £340.7 million (IFRS NAV: £351.6
million) from £290.8 million (IFRS NAV: £306.1 million)
as at 31 December 2023, with an EPRA NTA of 210.2pps
(IFRS: 216.9pps).
The EPRA NTA increase of £50.0 million since
31 December 2023 was predominately due to the equity
capital raise proceeds of £110.5 million, offset by a £54.7
million reduction in the revaluation of the property
portfolio held as at 31 December 2024, £2.0 million from
lease incentives and £3.2 million realised loss on the
disposal of properties.
The investment property portfolio valuation as at 31
December 2024 amounted to £622.5 million (2023:
£700.7 million). The property valuation decrease since the
December 2023 year end is a reflection of £54.7 million
in property revaluation, £28.6 million of net property
disposals and loss on the disposals of £3.2 million, offset
by subsequent expenditure of £8.2 million.
Overall, on a like-for-like basis, the portfolio value
decreased by 8.2% during the year.
The table below sets out the acquisitions, disposals and
capital expenditure for the respective periods:
Year ended
31 December
2024 (£m)
Year ended
31 December
2023 (£m)
Acquisitions
Net (after costs)
Gross (before costs)
0.0
0.0
0.1
0.0
Disposals
Net (after costs)
Gross (before costs)
28.6
30.8
25.0
26.1
Capital Expenditure
Net (after dilapidations)
Gross (before dilapidations)
8.2
8.5
10.2
11.0
* Further details of the new EPRA performance measures can be found on pages 208 to 211.
ANNUAL REPORT AND ACCOUNTS 2024
Norfolk House, Birmingham
REGIONAL REIT
54
FINANCIAL
REVIEW
55
EPRA Net Tangible Asset (£millions) - Bridge 31 December 2024
The EPRA NTA is reconciled in the table below:
Operating profit before gains and losses on property
assets and other investments for the year ended 31
December 2024 amounted to £36.1 million (2023: £43.1
million). Loss after finance and before taxation of £39.5
million (2023: loss £67.5 million). 2024 included the rent
roll for properties held from 31 December 2023, plus the
partial rent roll for properties disposed of during the year.
Rental and property income amounted to £65.2 million,
excluding recoverable service charge income and other
similar items (2023: £70.1 million), the decrease is due to a
reduction in the rent roll being held during the year to 31
December 2024.
More than 80% of the rental income was collected within
30 days of the due date and the allowance for doubtful
debts in the year amounted to £0.5 million (2023: £0.5
million).
Non-recoverable property costs, excluding recoverable
service charge income and other similar costs, amounted
to £19.3 million (2023: £16.3 million), and the rent roll
amounted to £60.7 million (2023: £67.8 million).
Realised losses on the disposal of investment properties
amounted to £3.2 million (2023: loss £0.7 million). The loss
on the disposals were from the aggregate disposal of 18
properties and three part sales in the period, on which
individual asset management plans had been completed
and/or were of sub-optimal asset size. The change in the fair
value of investment properties amounted to a loss of £54.7
million (2023: loss of £73.3 million), and an adjustment of
£2.0 million (2023: £13.0 million) from rent smoothing.
Net capital expenditure amounted to £8.2 million (2023:
£10.2 million). The change in value of right of use assets
amounted to a charge of £0.1 million (2023: charge £0.1
million).
Interest income amounted to £1.4 million (2023: £0.1
million).
Finance expenses amount to £15.2 million (2023: £16.2
million). The decrease is due to the 4.5% £50 million
of Retail Bonds being repaid in August 2024 and net
borrowings being repaid during the year, amounting to
£54.0m in the year.
The EPRA* cost ratio, including direct vacancy costs, was
44.7% (2023: 38.5%). The increase in the cost ratio is
ostensibly a reflection of the increase in Other property
expenses and irrecoverable costs. The EPRA cost ratio,
excluding direct vacancy costs was 17.4% (2023: 16.4%).
The ongoing charges for the year ending 31 December
2024 were 9.3% (2023: 7.5%) and 3.5% excluding void costs
(2023: 3.2%).
The EPRA Total Return from Listing to 31 December 2024
was 5.6% (2023: 12.7%), with an annualised rate of 0.6% pa
(2023: 1.5% pa).
Dividend
In relation to the year from 1 January 2024 to 31
December 2024, the Company declared dividends
totalling 7.80pps (2023: 5.25pps). Prior to the capital raise
and share consolidation, the Company declared a Q1
2024 dividend of 1.2pps. Following the capital raise and
subsequent share consolidation, the Company declared a
Q2 2024 dividend of 2.2pps on 10 September 2024, a Q3
2024 dividend of 2.2pps on 13 November 2024, and a Q4
2024 dividend of 2.2pps on 20 February 2024. A schedule
of dividends can be found on page 227.
Income Statement
* Alternative Performance Measures, Details are provided in the Glossary of Terms from page
214 and the EPRA Performance measures on pages 208 to 211.
FINANCIAL REVIEW CONTINUED
Table may not sum due to rounding
Year ended
31 December 2024
(£m)
Opening EPRA NTA (31 December 2023)
290.8
Net rental and property income
Administration and other expenses
Gain/(loss) on the disposal of investment properties
Change in the fair value of investment properties
Change in value of right of use
46.0
(9.9)
(3.2)
(56.7)
(0.1)
EPRA NTA after operating profit
266.8
Net finance expense
Realised gain on derivative financial instruments
Taxation
(13.8)
2.7
(0.0)
EPRA NTA before dividends paid
255.7
Dividends declared
(19.4)
EPRA NTA before capital raise
236.3
Capital raise
Capital raise expenses
110.5
(6.0)
Closing EPRA NTA (31 December 2024)
340.7
Table may not sum due to rounding
290.8
104.5
46.0
(9.9)
(48.7)
(8.2)
(3.2)
(13.8)
2.7
(19.4)
340.8
31 Dec 2023
EPRA NTA
Capital raise
net proceeds
Net rental
and property
income
Admin
expenses
Revaluation
(Excl. net capital
expenditure)
Net capital
expenditure
Loss on the
disposal of
investment
properties
Net finance
expense
Derivative gains
Dividends
31 Dec 2024
EPRA NTA
0
50
100
150
200
250
300
350
400
450
500
340.7
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
56
57
Debt Financing and Gearing
Debt Profile and LTV Ratios as at 31 December 2024
Borrowings comprise of third-party bank debt. The bank
debt is secured over properties owned by the Group
and repayable over the coming five years. The weighted
average maturity of the bank debt 2.9 years (2023: 3.5
years).
The Group’s borrowing facilities are with: the Royal Bank of
Scotland, Bank of Scotland and Barclays; Scottish Widows
Ltd. & Aviva Investors Real Estate Finance; Scottish Widows
Ltd. and Santander UK. The total bank borrowing facilities
at 31 December 2024 amounted to £316.7 million (2023:
£370.8 million) before unamortised debt issuance costs.
At 31 December 2024, the Group’s cash and cash
equivalent balances amounted to £56.7 million (2023:
£34.5 million), of which £55.9 million (2023: £30.7 million)
was unrestricted cash.
The Group’s net loan to value (“LTV”) ratio stands at 41.8%
(2023: 55.1%) before unamortised costs.
As at 31 December 2024, the Group had headroom against
its borrowing covenants.
The net gearing ratio (net debt to Ordinary Shareholders’
equity (diluted)) of the Group was 73.9% as at 31
December 2024 (2023: 126.2%).
Interest cover, excluding amortised costs, stands at 2.7
times (2023: 2.9 times) and including amortised costs,
stands at 2.4 times (2023: 2.7 times).
The Group applies an interest hedging strategy that is
aligned to the property management strategy and aims to
mitigate interest rate volatility on at least 90% of the debt
exposure.
There is no over-hedged position as at 31 December 2024.
The Group entered the UK REIT regime on 7 November
2015 and all of the Group’s UK property rental operations
became exempt from UK corporation tax from that date.
The exemption remains subject to the Group’s continuing
compliance with the UK REIT rules.
On 9 January 2018, the Company registered for VAT
purposes in England.
During 2024, the Group recognised a deferred tax charge
of £64,590 (2023: £8,431).
Hedging
1 WACD – Weighted Average Effective Interest Rate including the cost of hedging.
FINANCIAL REVIEW CONTINUED
*
Before unamortised debt issue costs
** Based on Colliers International Property Consultants Ltd.
Table may not sum due to rounding
Tax
Lender
Facility
£’000
Outstanding
debt*
£’000
Maturity
date
Gross
loan to
value** %
Annual
interest
rate %
Royal Bank of Scotland, Bank of
Scotland & Barclays
99,789
99,789
Aug-26
51.3
2.40 over 3 months
£ SONIA
Scottish Widows Ltd. and Aviva
Investors Real Estate Finance
132,630
132,630
Dec-27
51.3
3.28 Fixed
Scottish Widows Ltd.
34,467
34,467
Dec-28
47.5
3.37 Fixed
Santander UK
49,848
49,848
Jun-29
51.0
2.20 over 3 months
£ SONIA
316,734
316,734
Table may not sum due to rounding
31 December 2024
%
31 December 2023
%
Borrowings interest rate hedged
Thereof:
Fixed
Swap
Cap
WACD1
100.0
52.7
30.4
16.9
3.4
100.0
56.7
28.6
14.7
3.5
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
58
59
Norfolk House, Birmingham
Tailored spaces your way
PRINCIPAL RISKS AND UNCERTAINTIES
Effective risk management is embedded throughout
Regional REIT and underpins the execution of the
Company’s strategy, the positioning of the business for
growth and maintaining the regular income over a long-
term sustainable horizon.
Risk Framework and Approach
The Board acknowledges the importance of embedding
a framework to identify, actively monitor, managing and
mitigating its risks, which include, but are not limited to:
strategic, valuation, healthcare, economic and political,
funding, tenant, financial and tax charges, operational,
regulatory, environmental risks and emerging risks.
The Board has overall responsibility for the Company’s
system of risk management and internal controls and is
supported by the Audit Committee in the management of
risk. The Audit Committee is responsible for determining
the principal risks facing the business and reviewing, at
least annually, the effectiveness of the Company’s financial
control, risk management and internal control processes.
Over the long term, the business will face other challenges
and emerging threats for which it remains vigilant.
However, the Board also views the risks as opportunities
that, when effectively managed, can enhance
performance. Thus, having an effective risk management
process is key to support the delivery of the Company’s
strategy.
Identification
Evaluation
Mitigation
Approach to Managing Risk – Identification,
Evaluation and Mitigation
The risk management process emphasis is upon
awareness and is structured to identify, evaluate, manage
and mitigate, rather than eliminate risks faced. The
Company maintains a detailed and formal matrix of
current principal risks, which uses risk scoring to evaluate
risks consistently. This allows the risks to be monitored
and mitigated as part of a risk management process with
the Audit Committee undertaking, at a minimum on a
six-monthly basis or more frequently if required, a robust
evaluation of these risks facing the Company.
Risks are identified and assessed according to their
potential impact on the Company and to their likelihood of
occurrence. The Audit Committee utilises the risk matrix
to prioritise individual risks, allocating scores to each risk
for both the likelihood of its occurrence and the severity of
its impact. Those with the highest gross rating in terms of
impact are highlighted as top risks within the matrix and
are defined as principal risks.
Although the Board believes that it has a robust
framework of internal controls in place, it recognises it
can provide only reasonable, and not absolute, assurance
against material financial misstatement or loss and is
designed to manage, not eliminate, risk.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
60
61
RISK MANAGEMENT APPROACH
Risk Appetite
Taking risks is an essential and inherent facet of operating
any business. As such the risk management approach is
not to eliminate all risk but to ensure that appropriate
strategies are in place to identify, actively monitor, manage
and mitigate the key risks.
The Board is responsible for defining the level of risk that
the Company assumes and ensuring that it remains in-
line with the Company’s strategy. Risk appetite is integral
to the Board’s approach to risk management, business
planning and decision making. The level and type of risk
that the Company is willing to bear will vary over time.
The Board, in collaboration with the Asset Manager and
Investment Manager, and with the latest information
available, regularly reviews the risk appetite of the
Company allowing a prompt response to identified
emerging risks.
Emerging Risks
The Board is cognisant of emerging risks defined as
potential trends, sudden events or changing risks, which
are characterised by a high degree of uncertainty in terms
of probability of occurrence and possible effects on the
Company. Once emerging risks become sufficiently clear,
they may be classed as a principal risk and added to the
risk matrix.
To help manage emerging risks and discuss other wider
matters affecting property, the Board has an annual strategy
meeting. The Board considers having a clear strategy is the
key to managing and mitigating emerging risk.
The Company’s principal risks consist of the ten most
significant risks which are composed of eight strategic
and two operational risks. The strategic risks relate to
investment strategy, valuation, healthcare, economics
and political, funding, tenant, financial and tax changes,
and environmental and energy efficiency standards;
operational risk encompasses business disruption, and
accounting, legal and regulatory.
The below list, in no particular order, sets out the current
identifiable principal and emerging risks, including their
impact and the actions taken by the Company to mitigate
them. It does not purport to be an exhaustive list of all the
risks faced by the Company.
Board
• Responsible for regular
oversight of risk management
and for determining risk
appetite
• Oversees the internal control
framework and determines
the nature and extent of the
principal risks the Company
is willing to assume in order
to achieve its longer-term
strategic objectives
• Monitors the application of the
Company’s risk framework
• Cascades risk appetite
throughout the Company and
its service providers
• Provides strategic guidance
to the Asset Manager and
Investment Adviser regarding
risk
Audit Committee
• Responsible for the integrity
of financial statements and
internal controls
• Supports the Board in risk
identification and management
• Ensures transparency and
effective oversight of financial
risk
• Responsible for ensuring
oversight of the process by
which risks relating to the
Company and its operations
are managed
• Provides independent
oversight of the effectiveness
of the Company’s risk
management and associated
internal control environment
• Reviews the risk matrix at least
bi-annually
• Reviews the effectiveness
of the risk management
framework and internal
control systems, including
the financial, operational and
compliance processes and
controls that are in place at the
Company’s service providers to
mitigate risk
Management, Engagement
and Remuneration
Committee
• Reviews performance and
makes recommendations
regarding the ongoing
appointment of all service
providers to monitor and
ensure effective performance
across the organisation
and mitigate any risks as
appropriate
• Recommends and monitors
Directors' remuneration and
appropriateness of fee levels
and ongoing appointment
of the Directors Nomination
Committee
Nomination Committee
• Considers and formulates
succession planning for the
Board to ensure the effective
functioning of the Board and
the long-term success of the
Company
First line of defence
• The Board, Asset Manager,
Investment Adviser and ESG
Working Party
• The Board define the risk
appetite
• Identification, monitoring and
assessment of principal and
emerging risks
• Monitor and evaluate risks and
mitigation approaches against
the risk appetite and tolerance
levels
Second line of defence
• Risk Management
• Provision of risk information
and assurance included within
the Risk Matrix
• Provision of applicable
guidance and training
• Design, implement and
evaluate the risk management
and internal controls systems
of the Company and ensure
operational effectiveness
• Facilitate risk escalation
process
Third line of defence
• The Depositary provides
oversight
• Other services providers
provide additional guidance
and support as appropriate
Top-down
Oversight,
identification,
assessment and
mitigation of risk
Bottom-up
Identification,
assessment and
mitigation of risk
at day-to-day
operational level
Risk Governance
Risk Management
300 Bath Street, Glasgow
Unlocking your potential
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
62
63
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Principal Risk Summary
Principal Risk
Evolution of the
trend during the year
Link to Strategy
1. Strategic
2. Valuation
3. Healthcare
4. Economic and political
5. Funding
6. Tenant
7. Financial and tax changes
8. Operational
9. Accounting, legal and regulatory
10. Environmental and energy efficiency standards
Read more about the Company’s business model and
strategy on pages 28 to 33.
Regions primed for growth
Investing in income
producing assets
Geographically diverse portfolio
Active management of
the properties
Highly experienced Asset Manager
Opportunistic approach to the
property market
Clinitron House, Ashby
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
64
65
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Potential Impact
Mitigation
Movement in the period
An inappropriate investment strategy,
and/or failure to implement the strategy
could result in lower income and capital
returns to shareholders.
• A clearly defined investment strategy,
which is reviewed annually.
• A defined and rigorous investment
appraisal process.
• Acquire portfolios, which offer
shareholders diversification of
investment risk by investing in a range
of geographical areas, number of
properties.
• Supply and demand market information
is reviewed continuously to assist in
acquisitions and disposals.
• All the above steps are monitored to
ensure the strategy is implemented.
• The property portfolio remains
balanced across a range of geographical
areas and a large number of investment
properties.
• Predominately, acquiring office
properties in the UK and outside of the
M25 motorway. However, the Company
may invest in property portfolios in
which up to 50% of the properties (by
market value) are situated within the
M25 motorway.
• The Company continues to purchase
properties in the UK outside the M25
motorway.
• No single property, in the ordinary
course of business, is expected to
exceed 10% of the Company’s aggregate
Investment Properties valuation.
However, the Board may, in exceptional
circumstances, consider a property
having a value of up to 20% of the
Company’s investment property value
at the time of investment.
• 300 Bath Street (2023: 300 Bath Street)
is the highest valued property, which
equates to 2.9% (2023: 2.8%) of the
Company’s investment properties.
• No more than 20% of the Company’s
investment property value shall be
exposed to any single tenant or group
undertaking of that tenant.
• The Company’s largest single tenant
exposure is 2.8% (2023: 2.5%) of gross
rental income, being EDF Energy Ltd.
(2023: EDF Energy Ltd.).
• Speculative development (i.e.,
properties under construction, but
excluding any refurbishment works,
which have not been pre-let) is
prohibited.
• No speculative construction was
undertaken during the year under
review.
• The value of the properties is protected
as far as possible by an active asset
management programme, which is
regularly reviewed against the business
plan for each property.
• The Asset Manager continues to actively
manage the investment properties in
accordance with market conditions and
the individual asset programme.
1. Strategic
Movement in the period
Link to strategy
2. Valuation
Movement in the period
Link to strategy
3. Healthcare
Movement in the period
Link to strategy
Potential Impact
Mitigation
Movement in the period
The valuation of the Company’s portfolio
affects its profitability and net assets.
• The Company’s external valuer, Colliers
International Property Consultants Ltd,
provide independent valuations for all
properties on a six-monthly basis in
accordance with the RICS Red Book.
• The Audit Committee has the
opportunity to discuss the basis of the
valuations with the external valuer. The
Audit Committee membership includes
experienced chartered accountants.
• The Asset Manager’s experience and
extensive knowledge of the property
market. The Asset Manager is able to
challenge the external valuers’ findings.
• The Company’s Auditor engages an
independent third party to evaluate
the Colliers International Property
Consultants Ltd valuations.
• Colliers International Property
Consultants Ltd. independently
provides the valuation for the entire
portfolio, valuing each individual asset.
Potential Impact
Mitigation
Movement in the period
The economic disruption resulting from
social health issues could impact rental
income; the ability of valuers to discern
valuations; the ability to access funding at
competitive rates, adherence to banking
covenants, maintain a dividend policy,
and adhere to the HMRC REIT regime
requirements.
• The Asset Manager continues to adapt
and, as required, to support tenants.
• The property portfolio has been
deliberately constituted to ensure a
diverse range of tenants by standard
industrial classification, which ensured
the many tenants, being designated as
essential services, continued to operate
throughout the recent pandemic.
• Close relationships with lenders
ensuring continued dialogue around
covenants and ability to access funding
as required at competitive rates.
• Initial vetting of all third-party providers
with annual due diligence reviews,
including the review of business
continuity capabilities to minimise when
remote working has been necessitated.
• The Company has continued to
scrutinise all current risk mitigation
approaches employed and to work
closely with all parties.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
66
67
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
30
Potential Impact
Mitigation
Movement in the period
Significant political events could impact
the health of the UK economy, resulting in
borrowing constraints, changes in demand
by tenants for suitable properties, the
quality of the tenants, and ultimately the
property portfolio value.
• The Company operates with a sole
focus on the UK regions, with no foreign
currency exchange exposure. It remains
well positioned with a deliberately
diverse standard industry classification
of tenants generating 780 (2023: 978)
income streams which are located in
areas of expected economic growth.
• The Board receives advice on macro-
economic risks from the Asset and
Investment Manager and other advisers
and acts accordingly.
• There remains a risk that property
valuations and the occupancy market
may be impacted by change in the
political landscape.
Potential Impact
Mitigation
Movement in the period
The Company may not be able to secure
further debt or on acceptable terms,
which may impinge upon investment
opportunities, the ability to grow the
Company and distribute an attractive
dividend.
• The Asset Manager has a Corporate
Finance team dedicated to optimising
the Company’s funding requirements.
• Funding options are constantly
reviewed with an emphasis on reducing
the weighted average cost of capital and
lengthening the weighted average debt
to maturity.
• Borrowings are currently provided by
a range of institutions with targeted
staggered maturities.
• Strong relationships with key long-term
lenders.
• Continual monitoring of LTV.
• LTV decreased to 41.8% (2023: 55.1%)
• Weighted average debt term decreased
to 2.9 years (2023: 3.5 years).
• Weighted average cost of capital,
including hedging costs was 3.4% (2023:
3.5%).
Bank reference interest rates may be set
to become more volatile, accompanying
volatile inflation.
• Policy of hedging at least 90% of
variable interest rate borrowings.
Fixed, swapped and capped borrowing
amounted to 100.0% (2023:100.0%)
• Borrowings are currently provided by
a range of institutions with targeted
staggered maturities.
• Continued adherence to the hedging
policy.
Breach of covenants within the
Company’s funding structure could lead
to a cancellation of debt funding if the
Company is unable to service the debt.
• The Asset Manager’s corporate finance
team reviews the applicable covenants on
a regular basis and these are considered
in future operational decisions.
• Compliance certificates and requested
reports are prepared as scheduled.
• The Company continues to have
headroom against the applicable
borrowing covenants.
Potential Impact
Mitigation
Movement in the period
Type of tenant and concentration of
tenant could result in lower income from
reduced lettings or defaults.
• An active asset management
programme with a focus on the Asset
Manager working with individual
tenants to assess any occupational
issues and to manage any potential bad
debts.
• Diversified portfolio of properties let,
where possible, to a large number of
low-risk tenants across a wide range
of standard industrial classifications
throughout the UK.
• Potential acquisitions are reviewed
for tenant overlap and potential
disposals are similarly reviewed for
tenant standard industrial classification
concentration.
• This risk remains stable in view of the
increasing diversification of properties,
tenants and geographies in the
portfolio.
• The tenant mix and their underlying
activity has continued to increasingly
diversify, with the number of tenants
amounting to 780 at the year-end (2023:
978).
A high concentration of lease term
maturity and/or break options could result
in a more volatile contracted rent roll.
• The portfolio lease and maturity
concentrations are monitored by the
experienced Asset Manager to minimise
concentration.
• There is a focus on securing early
renewals and increased lease periods.
• The requirement for suitable tenants
and the quality of the tenant is
managed by the experienced Asset
Manager who maintains close
relationships with current tenants and
with letting agents.
• The WAULT to first break as at 31
December 2024 was 2.9 years (2023: 2.8
years)
• The largest tenant is 2.8% (2023: 2.5%)
of the gross rental income, being EDF
Energy Limited.
• The Asset Management team remains
vigilant to the financial well-being of our
current tenants and continues to liaise
with tenants and agents.
Potential Impact
Mitigation
Movement in the period
Changes to the UK REIT and non–REIT
regimes tax and financial legislation.
• The Board receives advice on these
changes where appropriate and will act
accordingly.
• Advice is received from several
corporate advisers, including tax adviser
KPMG LLP and the Company adapts to
changes as required.
4. Economic and Political
Movement in the period
Link to strategy
5. Funding
Movement in the period
Link to strategy
6. Tenant
Movement in the period
Link to strategy
7. Financial and Tax Changes
Movement in the period
Link to strategy
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
68
69
9. Accountancy, Legal and
Regulatory
Movement in the period
Link to strategy
8. Operational
Movement in the period
Link to strategy
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
30
Potential Impact
Mitigation
Movement in the period
Business disruption could impinge on the
normal operations of the Company.
• The Asset Manager and Investment
Adviser each have contingency plans in
place to ensure there are no disruptions
to the core infrastructure, which would
impinge on the normal operations of
the Company.
• Both the Asset Manager and Investment
Adviser annually review their Disaster
and Business Continuity Plans.
• An annual due diligence exercise is
carried out on all principal third-party
service providers.
• The annual due diligence visits were
undertaken with the Company’s
principal third-party service providers.
No concerns were identified from the
visits.
• As an externally managed investment
company, there is a continued reliance
on the Asset Manager and Investment
Adviser and other third-party service
providers.
• Both the Asset Manager and Investment
Adviser are viable going concerns.
• All acquisitions undergo a rigorous
due diligence process and all multi-
let properties undergo an annual
comprehensive fire risk.
• The Asset Manager continues to
monitor changes in Health and Safety
regulations.
• The impact of physical damage and
destruction to investment properties is
mitigated by ensuring all are covered
by a comprehensive building, loss of
rent and service charge plus terrorism
insurance with the exception of a small
number of “self-insure” arrangements
covered under leases.
• The Asset Manager reviews the
adequacy of insurance cover on an
ongoing basis
Information security and cyber threat
resulting in data loss, or negative
regulatory, reputational, operational
(including GDPR), or financial impact.
• The Asset Manager and Investment
Adviser each has a dedicated
Information Technology team, which
monitors information security, privacy
risk and cyber threats ensuring
their respective operations are not
interrupted.
• As required the building management
systems are reviewed for cyber security
risk.
• The Managers review the respective
Information Technology polices and the
material third party service suppliers on
as required basis to ensure they reflect
current and possible future threats.
Potential Impact
Mitigation
Movement in the period
Changes to accounting, legal and/or
regulatory legislation, including sanctions
could result in changes to current
operating processes.
• Robust processes are in place to ensure
adherence to accounting, legal and
regulatory requirements, including
sanctions and Listing Rules.
• All contracts are reviewed by the
Company’s legal advisers.
• The Administrator, Sub-Administrator,
and the Company Secretary attend
relevant Board meetings in order to be
aware of all announcements that need
to be made.
• All compliance issues are raised with
the Company’s Financial Adviser.
• The Company continues to receive
advice from its corporate advisers
and has incorporated changes where
required.
• The Administrator and Company
Secretary continue to attend all Board
meetings and advise on Listing Rule
requirements in conjunction with the
Corporate Broker and Financial Adviser.
Loss of REIT status
• The HMRC REIT regime requirements
are monitored by the Asset and
Investment Manager, and external
advisors including the Company’s
tax adviser KPMG LLP and its Sub-
Administrator Waystone Administration
Solutions (UK) Limited.
• The Company continues to receive
advice from external advisers on any
anticipated future changes to the REIT
regime.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
70
71
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Potential Impact
Mitigation
Movement in the period
The Company’s cost base could be
impacted, and management time diverted,
due to climate changes and associated
legislation.
• The Board receives regular updates on
environmental, social, governance and
potential legislation changes from its
advisers.
• The Company has engaged an
environmental consultancy, CBRE,
to assist with improving the Global
Real Estate Sustainability Benchmark
(GRESB).
• Additional attention continues to be
devoted to this area to ensure the
appropriate approach is applied and
embedded in Company activities.
Changes to the environment could impact
upon the operations of the Company.
• Property acquisitions undergo a
rigorous due diligence process,
including an environmental assessment.
• The Asset Manager monitors
the portfolio for any detrimental
environmental impact, by way of
frequent inspections of the properties,
and the annual insurance review
process.
• The rigour of the environmental
assessments process continues to be
reviewed with the aim of enhancing it.
An Energy Performance Rating of E and
below may impact the Company’s ability
to sell or lease an asset.
• The Company continues to review
each property to ensure adherence
with Energy Performance Rating
requirements.
• The energy efficiency of investment
acquisitions is fully considered as part
of the due diligence process for the
acquisition of a property.
• The Asset Manager is continually
reviewing the feasibility of enhancing
Energy Performance Ratings to exceed
the minimum requirement.
Changes to the Principal Risks and
Uncertainties
The Board, via the Audit Committee, has reviewed and
agreed the movement during the year to each of the
identified principal risks and uncertainties following review
of these risks, having considered the characteristics of
these and the broader economic and geopolitical factors
influencing them.
A potential emerging risk is the adoption of artificial
intelligence in office-based roles, which could pose both
a risk and opportunity for the demand of office space.
The Board, alongside the Asset and Investment Manager,
continues to monitor developments in this area.
The potential impact of these risks on the Company’s long-
term strategy is considered evaluated to ensure informed
decision-making and proactive management.
Going Concern
The Directors confirm that they have a reasonable
expectation that the Group has adequate resources
to continue as a going concern. This expectation is
underpinned by having made an assessment of the
Group’s ability to continue in operational existence,
giving due consideration to the Group’s cashflow
forecast, which encompasses cash resources, rental
income, acquisition and disposals of investment
properties, elective and committed capital expenditure,
dividend distributions and the borrowing facilities and
the respective maturities.
Following the successful completion of the £110.5 million
equity capital raise in July 2024, the Group ended the
year under review with £56.7 million of cash and cash
equivalents, of which £55.9 million was unrestricted cash.
The borrowing facilities remained compliant with all
loan covenants, with a net LTV of c. 41.8%, based upon
the value of the Group’s investment properties as at 31
December 2024. Rental income collections remained
robust with 98.6% of rent invoiced in the year collected as
at 14 March 2025.
Given the substantial amount of unrestricted cash
currently held by the Group and, with the next borrowing
due to mature being the Royal Bank of Scotland, Bank
of Scotland and Barclays £99.8 million facility in August
2026, the Directors are satisfied that the Group and
Company have adequate resources to continue in
operational existence for a period of at least 12 months
from the date that these Financial Statements were
approved. Based on the above, together with available
market information, the Directors are not aware of any
material uncertainties that may cast significant doubt
upon the Group’s ability to continue as a going concern.
Accordingly, the Directors consider that it is appropriate
to continue to prepare the Financial Statements on a
going concern basis.
Viability Statement
In accordance with the Association of Investment
Companies Code of Corporate Governance (the “AIC
Code”) the Directors have assessed the prospects of the
Group and future viability over a three-year period from
the year end, being longer than the 12 months required
by the going concern provision. The Board conducted
the review with regard to the Group’s long-term strategy,
principal risks and risk appetite, current position asset
performance and future plans. Following this review, the
Board determined that three years to 31 December 2027
is the maximum timescale over which the performance
of the Group can be forecast with any material degree
of accuracy and is therefore an appropriate period over
which to consider the Group’s viability. Achievement of
the one-year forecast has a greater level of certainty
and is used to set near-term targets across the Group.
Achievement of the subsequent forecasted years is less
certain than the one-year forecast. However, the Board’s
forecast provides a longer-term outlook against which
strategic decisions can be made.
GOING CONCERN AND VIABILITY STATEMENT
10. Environmental and energy
efficiency standards
Movement in the period
Link to strategy
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
72
73
Assessment of Review Period
The Board chose to conduct the review for a three-year
period giving consideration to:
• The Group’s WAULT of 2.9 years to first break
• The Group’s detailed forecast covering a rolling three
year period
• The Group’s weighted average debt to maturity was 2.9
years as at 31 December 2024
Assessment of Prospects and Viability
The financial planning process considers the Group’s
profitability, capital values, LTV, cashflows, dividend cover,
banking covenants, the near-term funding obligation
and other key financial metrics over the coming three-
year period. Given the recent successful capital raise of
£110.5m the Group has substantial cash resources, which
have in part been used to de-gear its financial position. In
addition, given the more favourable lending environment
for property the Group is in a good position to refinance
the next bank loan maturity in August 2026 of £99.8
million.
Furthermore, the Board, in conjunction with the Audit
Committee, carried out a robust assessment of the
principal risks and uncertainties facing the Group,
including those that would threaten its business model,
strategy, future performance, solvency or liquidity over
the three-year period. The risk review process provided
the Board with assurance that the mitigations and
management systems are operating as intended.
The Board believes that the Group is positioned to
manage its principal risks and uncertainties successfully,
notwithstanding the current economic and political
environment. The Board’s expectation is further
underpinned by the regular briefings provided by each
of the Asset Manager and Investment Adviser. These
briefings consider market conditions, investment
opportunities, the Company’s ability to raise third-
party funds and deploy these promptly, changes in the
regulatory landscape and current political and economic
risks and uncertainties. These risks, and other potential
risks which may arise, continue to be closely monitored by
the Board.
Confirmation of Viability
The Board confirms that it has a reasonable expectation
that the Group will be able to continue in operation and
meet its liabilities as they fall due over the next three
years, taking into account the Group’s current position and
the principal risks and uncertainties.
The Directors have carefully reviewed areas of potential
financial risk. The Directors have satisfied themselves that
the Group has adequate financial resources to continue in
operational existence for the foreseeable future.
GOING CONCERN AND VIABILITY STATEMENT CONTINUED
Coach Works, Leeds
REGIONAL REIT
74
SUSTAINABILITY REPORT
YEAR IN FOCUS
In 2024, the Company experienced a continued increase
in office space utilisation, reflecting sustained tenant
demand. This uptick led to higher energy consumption
across the portfolio. However, the Company implemented
measures to mitigate this rise, resulting in a net reduction
in overall energy usage.
Throughout 2024, the Company continued integrating
sustainable practices to drive positive environmental
and social impact while balancing the evolving needs of
stakeholders.
• The ESG Working Party which comprises of a Non-
Executive Board Director and members from the Asset
Manager and Investment Adviser met 4 times in 2024.
• Improved performance against the Company’s
sustainability key performance indicators (“KPIs”).
• Development of a sustainability action plan at property
level.
• The Asset Manager continued to issue new and updated
policies and procedures; and practices were updated to
better reflect the Company’s sustainability objectives.
• ESG criteria continued to be integrated within due
diligence procedures; setting out how the Company
assesses and manages the performance of its assets and
prospective investments; and who is chosen to engage
and work with.
• Continued to engage CBRE as the lead advisor to the
Group on ESG strategy.
• Continued to engage with our occupiers by promoting
sustainable practices and also in the obligations they
commit to; for example, by including green lease clauses
within the contractual terms for all new leases issued for
agreement.
• Submitted the Company’s third Global Real Estate
Sustainability Benchmark (“GRESB”) assessment resulting
in an increased score to 73 from 66.
• Submitted the third submission to the European
Public Real Estate Association (“EPRA”) sustainability
performance report maintaining the silver award.
• Successful installation of Smart Technology in a controlled
test sample of properties. aiming at reducing energy
waste.
• As part of the Net Zero Carbon study, and with the
assistance of CBRE, a baselining exercise was undertaken
using Carbon Risk Real Estate Monitor (CRREM)
methodology to assess the current portfolio’s carbon
performance.
• Continued training of appropriate Asset Manager’s team
members to ensure the Asset Manager’s best practice
refurbishment and capital expenditure guides are
adhered to.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
76
77
In 2024, the Company made significant progress on key
sustainability performance indicators. The GRESB rating
increased to 73 points (from 66 in 2023), earning two
Green Stars and reflecting the hard work of the Asset
Management team, resulting in ongoing improvements in
our sustainability efforts.
The Environmental, Social, and Governance (“ESG”)
Working Party remained focused on enhancing the
Company’s European Public Real Estate Association
sustainability accreditation and Energy Performance
Certificate (“EPC”) ratings, with 82% of the portfolio now
rated C or higher. The weighted average EPC score also
improved to C 59 (from C 62 in 2023).
The Asset Manager and Investment Adviser played a
key role in driving these advancements, ensuring the
Company remains on track to meet 2030 regulatory
requirements. Recognising climate change as a major
long-term challenge for the commercial real estate sector,
the Company has committed substantial resources to
reducing carbon emissions well ahead of the 2050 net-
zero target.
ESG principles continue to be integrated into both
transactional and operational activities, reinforcing the
portfolio’s resilience and long-term sustainability. As
part of this commitment, the CAPEX program totalled
£8.2 million in 2024 (compared to £10.2 million in 2023),
prioritising sustainable materials and energy-efficient
equipment to enhance EPC ratings while maintaining
a responsible level of investment. The year ahead will
continue to see a focus on value enhancing CAPEX projects
across a select number of assets.”
Massy Larizadeh
Non - Executive Director
Highlights from the year are as follows:
Year Ahead
The Company’s programme of work for the coming year
will continue to be in line with the regulatory landscape,
with a continued focus upon embedding ESG best
practices across the Group. The constant evolution of
embedding processes will also enable the Group to adapt
promptly to meet new challenges as they arise.
The relevance and importance of sustainability reporting
is increasingly evidenced by governments publishing
disclosure requirements and aligning with reporting
standards, such as those currently being formulated by
the International Sustainability Standards Board and
UKPRI.
Some examples of the programme of work for the year
ahead are:
• Continued review of the portfolio’s EPC ratings, followed
by the appropriate action to improve and align the
ratings with the Minimum Energy Efficiency Standard
(“MEES”).
• Tackle areas highlighted for improvement from the 2024
GRESB and EPRA respective assessment, with the aim
of continuing to improve our accreditation performance
and other benchmarks.
• Continue to embed ESG criteria in acquisitions and asset
management processes, ensuring sustainability is at the
forefront of the management of an asset's life-cycle.
• Sustainability action plans will be developed and
implemented by the Asset Manager ensuring focus on
property specific improvements.
• Continue to have ESG criteria front and centre for due
diligence enquiries and the obligations the Company
requires from suppliers and associates.
• Continue to support occupiers and suppliers to adopt a
more sustainable means of travel by installing electric
vehicle charging points and priority on-site bicycle lanes
and bicycle storage/changing facilities.
• Through the Asset Manager's fit-out guide and
asset specifications, the Company promotes greater
circularity, encouraging recycling and reuse, promotes
responsible sourcing, the use of low carbon embodied
materials, limiting resource use, avoiding virgin raw
material use, and eliminating waste to land fill or
incineration where possible.
• Transition standard lease terms on renewals and new
leases to green leases which include cooperation and
reporting obligations on parties to share environmental
performance data; allow landlord access to verify
environmental performance; impose sustainability
criteria on fit-outs, repairs, maintenance and
dilapidations; and encourage reductions in resource use.
• Continue with the Asset Manager and Investment
Advisers' work in the community through the charities
supported and served, while ensuring they remain the
best and most closely aligned to the Company’s ESG
objectives and outcomes.
• Complete the installation of Smart Technology to further
understand building usage with the aim to improve
efficiencies and naturally reduce energy usage and
provide granular energy data capture.
• Work with CBRE to measure the impact the smart
technology on the carbon baseline to develop strategic
pathway to net zero.
• Continue to maintain 100% renewable electricity to
the portfolio; installation of on-site renewable energy;
upgrade to energy efficient plant and machinery during
refurbishment and fit-out.
• Continue to engage with occupiers, where applicable to
adopt their own energy efficient mitigations.
• Continue to keep up with industry developments to
reduce consumption and support a low carbon portfolio.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
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79
ESG Working Party Report
The ESG Working Party met 4 times during 2024. The
membership of the Working Party is made up of a Non-
Executive Director and members of the Asset Manager and
the Investment Adviser. The Working Party updates the
Board on its progress. The external ESG consultants, CBRE,
and energy providers are invited to attend and support
the ESG Working Party by undertaking specific pieces of
work and as required providing updates on any possible
regulatory changes.
The Board has delegated its authorities to the ESG
Working Party to:
• Assist the Board in defining and regularly reviewing
the Company’s strategy relating to ESG and in setting
relevant key performance indicators.
• Develop and regularly review the policies, procedures,
practices and initiatives relating to ESG matters and
ensure they remain effective, relevant and consistent
with industry best practice.
• Have oversight of the management of ESG matters
and compliance with relevant statutory, regulatory and
legal requirements and applicable ESG rules, industry
standards and guidelines.
• Have oversight of responses to investor requests on ESG
matters.
• Report on these matters to the Board and, where
appropriate, make recommendations to them.
In undertaking this role, the ESG Working Party duties
include assessing effectiveness in identifying, managing,
mitigating or eliminating ESG risks and ensuring
compliance with relevant statutory, regulatory and legal
requirements as well as applicable ESG rules, industry
standards and guidelines.
In 2024 the ESG Working Party continued to focus upon
the processes and steps necessary for embedding ESG
across the Company and its subsidiaries and the role
of the Company in its ESG stewardship through its
investments, external relationships and interactions.
EPC ratings remains a focus for the working party. CBRE
continue as the Company's ESG strategy adviser; the
improvement in both GRESB and EPRA sustainability
accreditation during the year; the Task Force on Climate-
Related Financial Disclosures (TCFD) (See pages 89 to
93) in improving reporting of climate-related financial
information; and the Company’s sustainability policy and
relevant KPIs.
Net Zero Carbon
During 2023 the Company undertook a baselining exercise
to assess the current portfolio’s carbon performance using
Carbon Risk Real Estate Monitor (CRREM) methodology
and to help identify asset alignment with a 1.5-degree
pathway. The analysis was based on actual data, where
available (52% of assets), and used industry benchmarks to
estimate missing data. The resulting portfolio’s 1.5-degree
decarbonisation pathway, and the associated asset level
carbon emission breakdown, were evaluated using Pareto
analysis to identify the top assets that contribute to the
majority of Regional REIT's carbon emissions. Informed by
this analysis, the Company plans to undertake detailed Net
Zero Energy audits to develop asset level action plans and
to address potential stranding risks.
The next steps in 2025 will be to expand the effort
in occupier data collection, in order to improve the
coverage, robustness and granularity of data for the 2025
calendar year. A recalculation of the baseline and refresh
of the portfolio decarbonisation pathway can then be
undertaken based on a greater portion of actual data to
improve the accuracy of the baseline, expanding the data
set beyond 52% of the assets.
The Investment Adviser, ESR Europe Private Markets Ltd.,
is part of the ESR Group, Asia-Pacific's largest real asset
manager with approximately US$150 billion AUM, and
the largest sponsor and manager of REITs in the region
with a total AUM of approximately US$45 billion. ESR are
signatories to the internationally recognised Principles
for Responsible Investment (UN PRI), and places it at
the heart of a global community seeking to build a more
sustainable financial system.
30
United Nations Sustainable Development
Goals
The United Nations Sustainable Development Goals are
comprised of 17 interlinked global goals that provide a
blueprint for a sustainable future. The Board recognise its
role in supporting the global transition to sustainable living
as envisioned by the goals. The Board is kept appraised
of the ESG by the ESG Working Party and discusses ESG
issues at its regular board meetings. The Board has taken
the decision to align the Company with four goals where
the Company believes it can make the biggest impact.
These are:
SUSTAINABILITY REPORT CONTINUED
Set out below is a summary of the Company’s progress against the goals which are particularly significant to the Company.
3. Good health and well-being
The Company promotes good health and well-being via its services
and interactions with its occupiers, suppliers and the communities
within which it operates. The Asset Manager continues to fit out bicycle
storage and repair stations and associated shower rooms across the
estate encouraging both wellness and lower carbon emissions.
The Asset Manager has again been awarded a Great Place to Work
certificate.
A tenant survey was undertaken in 2024, incorporating questions of an
ESG nature to better understand our occupiers' wishes.
Through the Asset Managers Occupier Fit-out Guide recommendations
and guidance are provided on steps that can be taken for the health
and well-being of building users and how they can be achieved.
Automated External Defibrillators (AEDs) were installed across the
multi-let estate. Their location will be registered on Defib finder https://
www.defibfinder.uk/ allowing accessibility to the local community.
8. Decent Work and Economic Growth
The Company provides and manages facilities that generate
opportunities for enterprises to grow and support job creation. Through
Company’s acquisitions and refurbishments, it promotes sustainable
resource consumption, reuse and recycling, and in its engagements
with others, it protects the labour rights of those engaged to work for
the Company in safe working environments.
11. Sustainable Cities and Communities
The Company invests in and manages property and real estate assets
across identified growth cities and centres across the regions of the UK
outside of the M25 motorway. Its investment and management strategy
is to ensure that they are sustainable and, through the facilities and
opportunity offered, make a beneficial contribution to the communities
the Company is part of and serves.
13. Climate Action
The Company is taking action across its portfolio to mitigate the
harmful effects of climate change. Energy audits, such as the EPC review
are continually being undertaken of all assets implementing energy
efficiency strategies to support a low carbon portfolio.
August 2024
Installation Enhances Local Ecosystem at Southgate Park
At a Glance
In collaboration with our contractor to enhance the
local ecosystem at Southgate Park. The project included
the installation of bird and bug houses, along with a
log pile, to create safe habitats for wildlife. To further
protect this area, it has been carefully roped off to
minimise disturbance and allow the local ecosystem to
thrive!
Solutions
• Habitat Creation: Installed bird and bug houses, as
well as a log pile to provide shelter and a food source
for small wildlife.
• Community Involvement: Cubs decorated and
assembled the houses alongside the FM Company
team (see below) which were then transported to
Peterborough for installation.
By installing bird and bug houses along
with a log pile, the project provides safe and
sustainable habitats for local wildlife. This helps
to support and increase long-term biodiversity.
Benefits
Community Engagement
Involving the Cub Scout troop in the creation
of the bird and bug houses fosters a sense of
involvement and educates young people about
the importance of wildlife conservation and
environmental stewardship.
Ecosystem Improvement
The initiative contributes to the overall health
and balance of the local ecosystem at Southgate
Park, promoting a more resilient and thriving
natural environment.
SUSTAINABILITY IN ACTION
1
2
3
Key Metrics
Bird and Bug Houses Installed
2
Cub Scouts & Leaders engaged
12
Environmental
Preservation
Habitat
Enhancement
Community
Engagement
Key Focus
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
80
81
30
During the year, the Company continued to support
and work with a number of charities and not for
profit organisations that are making an impact in the
communities and the regional locations where the
Company operates.
We design community initiatives that focus on making a
supportive, welcoming and safe community environment
to ensure occupiers can share hard-to-discuss topics and
feelings with the aim to host at least 1 monthly event that
supports and encourages discussion.
Investment Due Diligence
SUSTAINABILITY REPORT CONTINUED
Environmental:
The position insofar as the environmental footprint of an
investment is concerned. Current usages and impacts; the
maturity of systems and mitigations in place to eliminate
or reduce those impacts; environmental risks and their
severity; and the prospects and opportunities for change.
Social:
The social impacts and opportunities of an investment.
Health and wellness criteria; air quality and its monitoring;
physical attributes such as access to daylight, low noise
pollution and social space. The availability of local
amenities, close public transport and energy efficient
means of travel, electric vehicle charging and parking.
Governance:
The assessment and mitigation of risks, for example
environmental and biodiversity risks; physical, natural
and social economic risks. Sustainability framework
and strategies in place for the investment and their
relative performance. Financial, legal and operational
obligations and impacts. Environmental classifications
and certifications.
WORKING WITH THE COMMUNITY
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
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83
The Company has broadened its investment due diligence to include sustainability criteria which feed into its
decision making. This includes:
300 Bath Street, Glasgow
Quarterly Local Connection socials
Bringing together partnering local service providers,
hospitality and makers to network and share their
businesses and deals with our occupiers.
This enables us as a management team to stay connected
to the wider business community in Glasgow
October saw a company wide effort to raise money for
Youth Sports Trust the goal was to cycle from Paris via
London, Manchester, Leeds, Edinburgh and Glasgow, this
was achieved and more where they collectively completed
1887.79 kilometres!! Raising a total of £6,037.
Through the month of December 2024, the Asset Manager
organised a Christmas Giving Tree across a number of the
portfolio properties. The charitable activity was organised in
conjunction with charities such as KidsOut Giving Tree with
a staggering 400 presents donated across the country.
30
WORKING WITH THE COMMUNITY CONTINUED
REGIONAL REIT
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85
Coach Works, Leeds
December brought out a sprinkling of Christmas jumpers in
aid of Save the Children which raised £507.
We joined in the CBRE Cycle for Alzheimer’s Society and
raised £1,575.00 as Company as well as ESR sponsoring it
too £1K.
The landlord is working in the wider community and has
worked with Bonus Pastor Catholic College.
Virtual Interviews: 10 of our ESR team members
conducted virtual mock interviews with around 70
students in total, helping them develop confidence and
refine their interview skills.
Employability Day: Four ESR representatives participated
in interviews and speed networking sessions, providing
real-world career insights and practical advice to Year 11
students.
Supporting Future Talent: Through these initiatives, ESR
has helped prepare students for the workplace, offering
valuable feedback and guidance on career development.
Commitment to Social Mobility: Our ongoing engagement
with Bonus Pastor College reflects ESR’s commitment to
empowering young people, bridging the gap between
education and employment.
A. Key Performance Indicators (“KPIs”)
During the year, the ESG Working Party recommended the
following KPIs.
Landlord Controlled Boundary
Whole Portfolio Boundary
1. To reduce total portfolio absolute emissions to net
zero by 2050 in accordance with the Paris climate
agreement and to strive to achieve this in a shorter
timescale.
Remote access metering continued to be installed across
the multi-let portfolio allowing for detailed energy data
capture. The Company in party with the Company’s ESG
advisors, CBRE, is establishing a carbon footprint, which
will provide the base of the net zero carbon pathway.
2. To achieve a Minimum Energy Efficiency Standard
(‘MEES’) target of EPC B by 2030.
The EPC performance data was as follows:
Boundary KPIs
SUSTAINABILITY REPORT CONTINUED
Rating
31 December 2023
31 December 2024
Movement
B Plus and Exempt
C
D
E and below
42.1%
31.6%
15.7%
10.6%
57.7%
25.0%
11.0%
6.3%
15.6 ppts
(6.6 ppts)
(4.7 ppts)
(4.3 ppts)
KPI
2022 Performance
2023 Performance
2024 Performance
Improvements in 2025
All properties
to be serviced
by renewable
energy sources.
100% of all electricity
consumption was derived
from green sources.
100% of all electricity
consumption was derived
from green sources
The Company will
continue to reduce the
portfolio’s reliance on
energy sourced from
fossil fuels; taking
the opportunity to
convert properties to
green energy sources
during refurbishment
programmes.
100% of all electricity
consumption was derived
from green sources.
The Company will
continue to reduce the
portfolio's reliance on
energy sourced from
fossil fuel.
Install electric
vehicle charging
points across
the portfolio or
as requested by
occupiers.
Of the targeted six
additional sites for 2022,
two have been added
with a further 24 charging
points added to the
portfolio capacity.
Site surveys and
conversations continue
with providers and
occupiers to accelerate
the programme of
installations.
Continuing surveys
Eliminate waste
to landfill
Of the 92 sites where
data was available a
total of 1,529 tonnes of
non-hazardous waste
was generated, with 711
tonnes being recycled.
The balance was sent for
energy recovery either for
refuse derived fuel (758
tonnes) or at an anaerobic
digestion facility (0.95
tonnes). Waste sent to
landfill amounted 0.15
tonnes.
Where the data was
available a total of 1,261
tonnes of non-hazardous
waste was generated with
623 tonnes being recycled.
The balance 522.9 was
sent for energy recovery
for refuse derived fuel or
at an anaerobic digestion
facility.
Continue to increase
data collection for the
remaining sites and
increase the proportion
recycled.
Achieve 100% zero to
landfill and will continue
to work only with
providers that will fulfil
our commitment.
Continue to work with
tenants to increase
data collection for the
remaining sites.
Achieve 100% zero to
landfill and continue to
work only with providers
that will fulfill our
commitment.
Reduce water
consumption
Continued the programme
set out in 2021.
Agreements are in place
with the multiple water
providers and metering
roll out will commence
during 2024.
Water meter installation
programme is being
rolled out to provide
accurate water
consumption rates for
the portfolio, current
coverage is 49.3%.
Engaging with our tenants
to share data.
Continue with the water
meter installation to
provide accurate water
consumption rates across
the portfolio.
Energy use data
coverage
Metering now covers 70
sites.
Metering installation has
continued throughout
2023 with 319 meters now
installed for electrical and
gas supplies.
Continue to increase the
metering programme,
where possible at a unit
level to allow greater
monitoring and corrective
action as applicable.
Continue to work with
tenants to increase data
coverage for FRI sites.
Global
Real Estate
Sustainability
Benchmark
(“GRESB”)
The second GRESB
submission improved to
60.
With the appointment
of CBRE the GRESB
submission improved to
66.
GRESB submission
improved to 73.
Continue with the
progress and improve
the GRESB accreditation.
Focus remains with the
increase in data collection
to enhance decision
making.
ANNUAL REPORT AND ACCOUNTS 2024
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300 Bath Street, Glasgow
Occupier Boundary
B. Task Force for Climate-related Financial
Disclosures
Despite no requirement to report against the Task Force
for Climate Related Disclosures (“TCFD”), the Company has
voluntarily joined with many other organisations around
the world, by becoming a supporter of TCFD and reporting
against the four recommendations.
As with other sustainability disclosures, the Company
expects the required disclosures to evolve in accordance
with increased understanding around climate change risks.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
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89
Lightyear, Glasgow
Hampshire House
KPI
2022 Performance
2023 Performance
2024 Performance
Improvements in 2025
Engage with
occupiers
during lease
negotiations
to incorporate
green clauses
into new leases
As a matter of course
all new Company leases
include a green clause,
setting out cooperation
and reporting obligations
to share and obtain
environmental
performance data and
impose sustainability
criteria.
Company Leases
continue to be updated
at all available points.
Engaging with tenants
around the importance
of the data sharing
ensures a collaborative
approach that benefits
the tenant, the Company,
and environmental
reporting.
Continue to develop the
green lease clauses to
ensure they meet the
changing sustainability
requirements for
reporting. Engage with
existing occupiers to
share the benefits of
working together.
Continue to ensure
green lease clauses are
issued.
Continue to monitor
changes in legislation
and reporting
requirements and adapt
the leases as needed.
Communication through
the Asset Managers,
Property Managers and
Facilities Manager and
existing occupiers to
build on the relationship
and data sharing.
Engage with
all occupiers
annually on
ESG issues
In addition, to the
property managers
engaging with occupiers,
a tenant survey was
undertaken in 2022,
incorporating questions
of an ESG nature to
better understand our
occupiers wishes.
The Company continues
to engage with the
occupiers through
property managers and
facilities managers who
have discussed their ESG
needs and initiatives
important to them. This
provided the Company
with continual feedback
allowing us to implement
initiatives.
Continue to develop in
person relationships
and look to carry out an
engagement survey.
The Company will
maintain the contact
with the occupiers
through face to face
discussions and
engagement surveys.
Implementation of a
sustainability action
plan for each property
to enable property
managers and facilities
managers to continue
the dialogue and
collaboration creating a
united ESG approach.
Pillar
Recommended Disclosure
Governance
Board oversight
Management Role
Strategy
Identified climate – related risks and opportunities
Impact of climate – related risks and opportunities
Resilience of the Group’s strategy
Risk Management
Integrate processes for identifying, assessing, and managing climate-related risks into
the Company’s overall risk management.
Metrics and targets
Climate-related metrics
Scope 1,2, and 3 GHG emissions
Climate-related targets
Governance
Recommendation
Commentary
The Board’s oversight of climate-related risks and
opportunities
The Board holds ultimate responsibility for overseeing the
Company’s risks and opportunities, including climate-related
ones. It receives updates on these matters at each quarterly
Board meeting.
To carry out its duties, the Board has delegated authority for
identifying climate-related risks to the Audit Committee. Meeting
at least twice a year, the Audit Committee oversees the Group’s
Risk Register, which includes climate-related risks detailed in the
Principal Risks and Uncertainties section on pages 60 to 72. After
each meeting, the Committee reports its findings to the Board.
Additionally, the Audit Committee has delegated other climate-
related risk and opportunity responsibilities to the ESG Working
Party. This group includes Non-Executive Director Massy
Larizadeh, the Asset Manager, the Investment Adviser, and
external advisors as needed.
The ESG Working Party met 4 times in 2024 and as required
provided updates and recommendations to the Audit Committee
and the Board.
The full risk management approach is set out on page 62.
Board’s role in assessing and managing climate-
related risks and opportunities
The Board holds ultimate responsibility for overseeing and
managing climate-related risks and opportunities. The Asset,
Investment, and Property Management teams support the Board
and Audit Committee by identifying and assessing principal risks
and uncertainties, including climate-related risks, within the risk
appetite set by the Board. Risk assessment involves profiling
and scoring risks before and after mitigation to determine if
they are improving, worsening, or stable, and to evaluate the
effectiveness of existing mitigation strategies.
The Board receives quarterly reports on progress toward
climate-related goals and targets.
The Asset and Property Management teams handle daily
operations, including implementing the Board-defined risk
management strategy. The Property Manager is responsible for
collecting and reporting environmental data, such as energy
use and GHG emissions, allowing the ESG Working Party, Audit
Committee, and Board to monitor progress against Board
targets and take necessary actions.
The Board, along with the Asset, Investment, and Property
Management teams, receives ESG training annually and as
needed.
ANNUAL REPORT AND ACCOUNTS 2024
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Detailed overview of the governance structure and risk
management oversight is set out below.
Regional REIT Board
Audit Committee
ESG Working Party
Asset, Investment and Property Management Teams
Scope of Responsibilities
Decisions and
Objectives
Identify, assess,
report and mitigate
risks
Assisted by specialist third party providers as required
Identify, assess,
report and mitigate
risks
At least 4 times
a year
At least 2 times
a year
At least 4 times
a year
Target
Setting
Recommend
climate-related
risks mitigation
actions setting
at more
detailed level
Implementation
of climate-
related risk
mitigation
actions
Reports on
Progress
Reports on
Progress
Reports on
Progress
Meeting Frequency
Strategy
Risk Management
Metrics and Targets
Recommendation
Commentary
Climate-related risks and
opportunities identified over
the short, medium and long
term.
Recognising that climate–related risks and opportunities materialise over differing
time horizons the portfolio was considered over the short, medium and long term as
set out below.
Short term (0–5 years):
• Increasing ESG legislation and compliance, including the costs for compliance, as
well as the costs arising from the breach of legislation
• Impact on property values and/or rents if climate-related mitigation actions are not
undertaken
• Integration of ESG into business model
• Implementation of new Minimum Energy Efficiency Standards
• Portfolio climate adaption, retrofitting and refurbishment
• Increasing cost of supplies and or disruption to supplies for maintenance and
refurbishment
• Increasing costs of utilities
Medium term (5–10 years):
• Portfolio occupier demand for buildings with higher levels of efficiency, climate
resilience, and lower carbon footprints
• Increased legislation requiring adherence
• Inability to access “green” funding
Long term (10+ years):
• Continued legislation requirements
• Climate change which may impact the portfolio
Identify impact of climate-
related risks and opportunities
upon the Company’s strategy,
operations and financial
planning.
The Board has identified that climate-related risks could impact the Company by:
• Properties becoming unfit for purpose and asset stranding
• Income and expenditure impacts arising from climate-related mitigation strategies
• Lessened or improved desirability of its properties
• Pricing of properties
• Ability to access funds
• Cost of capital
• Reputation in the context of climate-related aspects
The Company seeks to embed a sustainable ethos throughout a property's lifecycle.
This includes mitigating climate risks at the time of purchase through environmental
assessments and working to extend the life of portfolio assets. The ongoing capital
expenditure and refurbishment program focuses on improving existing buildings,
enhancing energy efficiency, increasing EPC ratings, and reducing carbon emissions
and waste.
Resilience of the organisation’s
strategy, taking into
consideration different climate-
related scenarios, including a
2°c or lower scenario.
The resilience of the organisation’s strategy is assessed by considering various
climate-related scenarios, including a 2-degree Celsius or lower scenario. The
climate-related strategy focuses on reducing energy consumption, improving energy
efficiency, sourcing renewable energy, supporting a low-carbon portfolio, installing
on-site renewables, and enhancing efficiencies through retrofitting, refurbishment,
and fit-outs. Where carbon emissions cannot be eliminated, the Company explores
verified carbon offsetting strategies.The Board evaluates the resilience of its strategies
through regular performance updates and makes adjustments as needed.
Recommendation
Commentary
Integrate processes for
identifying, assessing, and
managing climate-related risks
into the Company’s overall risk
management.
Effective risk management underpins the execution of the Company’s strategy.
The Board is supported by the Audit Committee, which via the Company risk
register aims to capture the principal risks and uncertainties, including climate
related risk. Climate-related risks are included within Principal Risks and
Uncertainties on pages 60 to 72.
Any identified climate-related risks and identified emerging risks are included with
the Risk Register and managed appropriately by the Board in the future as the
need arises.
Board meetings are held at least quarterly and Audit Committee meetings at least
bi-annually, with ad hoc meetings called as circumstances demand.
The respective Company oversight bodies are kept appraised of the changing
climate-related landscape by its appointed external advisers. Allowing ample time
for the required actions to be put in place. An overview of the risk management
process is set out in the above organogram on page 91.
Recommendation
Commentary
Metrics used by the Company
to assess climate-related
risks and opportunities are in
line with its strategy and risk
management process.
The Company reports in line with:
• The GRESB Standing Investments Benchmark; and
• EPRA Sustainability Best Practices Recommendations for sustainability reporting.
EPRA performance tables are detailed later in this Sustainability Report.
Disclose Scope 1, Scope 2,
and, if appropriate, Scope
3 greenhouse gas (GHG)
emissions, and the related
risks.
The Company reports Scope 1 and Scope 2 emissions in accordance with EPRA
recommendations and as set out for the years 2023 and 2024 separately in this
Report.
Targets used by the Company
to manage climate-related
risks and opportunities and
performance against targets.
Through the ESG Working Party, the Company has established key performance
indicators and targets as set out elsewhere in this report. The ESG Working Party
measures performance against the targets and will report its findings to the Board.
C. EPRA Sustainability Best Practices
Recommendations
The Company has chosen to report its material,
environmental, social and governance data in accordance
with the fourth edition of the European Public Real Estate
Association (‘EPRA’) Best Practices Recommendations
(“sBPR”), April 2024.
EPRA is a non-profit association representing Europe’s
publicly listed property companies. By responding to
EPRA, the Company is promoting sustainability within the
property portfolio, while also identifying opportunities for
further improvements relating to sustainability regulations
and initiatives.
This EPRA report is over three sections:
1. Overarching recommendations;
2. Environmental performance measures; and
3. Social and Governance performance measures.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
92
93
1. Overarching Recommendations
Organisational boundaries
The Company’s EPRA sustainability reporting covers
properties held as at 31 December 2024.
Coverage
The coverage of absolute performance measures amounts
to 83.3% of all property assets held at 31 December 2024.
The remaining assets are single or multiple occupancy
assets with no landlord-obtained electricity gas and water
(“Utilities”).
The absolute performance measures relate to electricity,
fuels and associated greenhouse gas (“GHG”) emissions
where the Company procures Utilities for common areas,
shared services, occupier areas and those properties that
are vacant.
The measurements compared to 2023 shows the back
to office trend following covid which shows a natural
increase in utility usage.
We are committed to continually increasing the coverage
of data collection 2024 and working with tenants has
allowed us to increase the installation of electricity and
water meters enabling us to report.
Like-for-like performance measures include properties
for which the Company has collected three years' worth
of consistent data and excludes properties sold, acquired
or under development during the period 1 January
2022 to 31 December 2024. The like-for-like portfolio
therefore represents 79.9% of the assets covered in the
organisational boundaries, and data coverage is 100%
of these properties. Data was collected in the years
following covid for which time properties were not fully
occupied or utilised.
The Company aims to complete annual health and safety
assessments for 100% of the assets, excluding those where
the responsibility for health and safety assessments is with
the occupier.
Boundaries – Reporting on Landlord and
Occupier Consumption
The energy and associated GHG emissions data reported
includes:
• Electricity and fuel consumption which the Company
purchases as landlord covers common areas, shared
services and occupier areas where this consumption is
not sub-metered but recharged via the service charge.
• Utilities procured directly by occupiers is excluded as it
falls outside the Company’s operational control.
Estimation of landlord-obtained Utility
Consumption
All data is based on invoices and/or meter readings where
available. Estimations have been applied where invoices
were not available at the time of publication. In these
instances, the Company has estimated the consumption
data based on the most recent invoice or reading for the
corresponding period.
Analysis – Normalisation
Energy and emissions intensity indicators are calculated
using floor area sq. ft. for whole buildings. The Company
is aware of a mismatch between the numerator
and denominator, as in some properties the utilities
consumption relates to common areas only, and in others
it covers both shared services, outside space and occupier
areas where there are no sub-meters.
Analysis – Segmental Analysis (by Property
Type, Geography)
Sector analysis is organised by the property classification as
set out in the Asset Management section of the Company’s
financial reporting. Additional segmental analysis by
geography is not applicable as all assets are in the United
Kingdom.
Reporting Period
• Absolute performance measures and intensity metrics
are reported for the most recent reporting year for which
the Company holds full reporting data at the date of this
report year ending 31 December 2024.
• Like-for-like performance measures are reported for the
three most recent reporting years that the Company can
collect consumption data for years ending 31 December
2021 to 31 December 2024.
Disclosure on Manager’s Offices
Utilities associated with the Manager’s office consumption
and the Manager’s employee-related performance
measures are excluded, apart from where the Manager’s
space is leased from the Company, as they fall outside the
scope of the organisational boundaries.
Data Verification and Assurance
All data is reviewed for consistency and coherence prior
to disclosure. A third party, Carbon Footprint conducts a
review of the data providing assurance of the data’s validity.
Materiality
The following EPRA sustainability performance measures
were not considered material and have therefore been
excluded from reporting:
• District heating or cooling (“DH&C”); absolute & DH&C-like
for like: No DH&C is procured across the portfolio.
• Diversity-Emp; Diversity-Pay; Emp-Training; Emp-Dev;
Emp-Turnover & H&S-Emp: The Group has no direct
employees. All administrative functions associated
with the management of the portfolio are conducted
by the Asset Manager and Investment Adviser, which
are separate legal entities and therefore outside the
organisational boundaries of this report.
• Waste-absolute & Waste-like for like: Operational waste is
generated solely by the occupiers and is therefore outside
of the Company’s control. Waste generated through
the Company’s refurbishment/development activities is
excluded from the scope of the EPRA sBPR.
EPRA
Code
Performance
Measures
Unit
Scope
Absolute
2023
Absolute
2024
LfL 2023
LfL 2024
LfL
Change
%
Elec-Abs
Assets
Elec-Lfl
Total
Electricity
Consumption
kWh
Total landlord
obtained
30,671,195
32,971,036
29,443,031
31,422,898
6.72%
DH&C-
Abs
Assets
DH&C-LfL
Assets
Total district
heating
& cooling
consumption
kWh
Total landlord
obtained
N/A
N/A
N/A
N/A
N/A
Fuels-Abs
Asset
Fuels-LfL
Asset
Total fuel
consumption
kWh
Total landlord
obtained
22,466,920
23,493,416
20,975,739
22,298,483
6.31%
Energy-
Int Asse
Building
energy
intensity
kWh/
m2/
year
Building energy
intensity
109.77
112.97
98.14
111.82
13.94%
GHG-Dir-
Abs Ass
Total
direct GHG
emissions
tonnes
CO2e
Scope 1 – direct
emissions
4,044
4,297
3,837
4,078
6.29%
GHG-
Indir-Abs
A
Total
indirect GHG
emissions
tonnes
CO2e
Scope 2 – indirect
emissions
6,827
6,849
6,097
6,506
6.71%
GHG-
Indir-Abs
A
Total
indirect GHG
emissions
tonnes
CO2e
(location-based)
GHG-Int
Assets
Greenhouse
gas (GHG)
emissions
intensity
from building
energy
consumption
kg
CO2e/
m2/
year
Scope 1 and 2
(location
21.47
22.21
19.34
22.03
13.94%
Water-
Abs,LFL
Total Water
Consumption
186,642
148,031
180,969
147,436
-18.53%
Water Int
Building water
intensity
0.58
0.41
0.50
0.41
-18.53%
Waste LfL
Total weight
of waste by
disposal route
1,261
1,084
1,218
1,043
11%
2. Environmental Performance Measures
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
94
95
Note: Energy, Water and Waste data externally audited.
30
The Directors’ principal duty is to act in good faith and in
a way that is most likely to promote the success of the
Company, as set out in Section 172 of the UK Companies
Act 20061. In doing so, the Directors must take into
consideration the interests of the various stakeholders of
the Company, the impact it has on the community and the
environment, take a long-term view on the consequences
of the decisions they make, as well as aim to maintain a
reputation for high standards of business conduct and
fair treatment between the members of the Company.
Fulfilling these duties supports the Company in achieving its
investment strategy and helps to ensure that all decisions
are made in a responsible and sustainable way.
Board Decision-Making
The importance of stakeholder considerations, in the
context of decision making, is taken into account at every
Board meeting. All discussions involve careful consideration
of the longer-term consequences of any decisions and
their implications for stakeholders. The relevance of each
stakeholder group may increase or decrease by reference
to the issue in question, so the Board seeks to understand
the needs and priorities of each group during its
discussions. Examples of material matters discussed during
the year are set out in the Chairman’s Statement on pages
22 to 27 and below. In addition, the Investment Strategy
and Business Model set out on pages 28 to 33 gives
examples of how we approach each specific element of our
strategy which supports the business model, including an
explanation of our values and approach.
Our Stakeholders
During the period under review, the Board has continued to
discuss and monitor which parties should be considered as
stakeholders and has again concluded that, as an externally
managed investment company with no employees or
customers, its key stakeholders comprise, in no particular
order, its tenants, shareholders, Asset Manager, Investment
Adviser, other service providers and lenders. The section
below sets out why these stakeholders are considered
of importance to the Company and the actions taken to
ensure that their interests are taken into account.
Tenants
The ability of the Company to meet its investment
objective requires a strong focus on generating income
from the property portfolio. To do this, the Company
must understand its tenant needs, challenges and future
aspirations to retain lettings and lease renewals. The
Company has engaged a dedicated Property Manager,
ESR Europe PM Limited, formerly L&S PM Limited, to
manage the day-to-day property management and
tenant interaction. The Property Manager regularly visits
properties and communicates with existing tenants to
understand their needs and improve their satisfaction. This
improves retention rates and attracts prospective tenants.
During the year, the Asset and Property Manager continued
to engage with tenants to understand their needs. The
Board firmly believes that by supporting tenants and
strengthening existing relationships, future occupancy
levels will improve, which will, in turn, maintain and
generate income for the Company. The Asset Manager
reports at a high level on its engagement with tenants
at every Board meeting. The Board recognises that the
Company has certain responsibilities to its stakeholders
and wider society and aims to conduct itself responsibly,
ethically and fairly. Further details can be found on pages
76 to 96.
Shareholders
Continued shareholder support and engagement are critical
to the existence of the Company and the delivery of its
long-term strategy. The Board oversees the delivery of the
investment objective, policy and strategy, as agreed by the
Company’s shareholders.
The Board is committed to maintaining open channels of
communication and to engage with all shareholders in
a meaningful manner to gain an understanding of their
views. The Board ensures it has a clear understanding
of shareholders’ views by receiving regular updates and
feedback from the Company’s Corporate Broker, Financial
Adviser, Asset Manager and Investment Adviser on
shareholder matters.
EPRA Code
Performance Metric
Unit of
Measurement
2022
2023
2024
Diversity-
Emp
Corporate
Employee gender diversity
% female: male
The organisation
has no employees
The organisation
has no employees
The organisation
has no employees
Diversity-Pay
Corporate
Ratio of the basic salary and/
or remuneration of men to
women
Ratio per GRI
guidelines
The organisation
has no employees
The organisation
has no employees
The organisation
has no employees
Emp-
Training
Corporate
The average hours of training
that the organisation’s
employees have undertaken
Average hours
The organisation
has no direct
employees
The organisation
has no direct
employees
The organisation
has no direct
employees
Emp-Dev
Corporate
The percentage of total
employees who received
regular performance and
career development reviews
Percentage of
total employees
The organisation
has no employees
The organisation
has no employees
The organisation
has no employees
Emp-
Turnover
Corporate
The total number and rate
of new employee hires and
employee turnover
Total number
and rate
The organisation
has no employees
The organisation
has no employees
The organisation
has no employees
H&S-Emp
Corporate
The occupational health
and safety performance of
the reporting organisation
with relation to its direct
employees
Injury rate,
lost day rate,
absentee
rate and work-
related fatalities
The organisation
has no employees
The organisation
has no employees
The organisation
has no employees
H&S-Asset
Assets
Proportion of assets for
which health and safety
impacts have been reviewed
or assessed for compliance
or improvement
Percentage of
assets
100%
100%
100%
H&S-Comp
Assets
Incidents of non-compliance
with regulations and/
or voluntary standard
concerning the health
and safety impacts of
assets assessed during the
reporting period.
Description of
non-compliance
The organisation
has not identified
any non-
compliance with
regulations and/or
voluntary codes
The organisation
has not identified
any noncompliance
with regulations
and/or voluntary
codes
The organisation
has not identified
any noncompliance
with regulations
and/or voluntary
codes
Comty-Eng
Assets
Assets under operational
control that have
implemented local
community engagement,
impact assessments and/or
development programmes
Percentage of
assets
n/a
n/a
n/a
EPRA Code
Description
Disclosure
Gov-Board
Composition of highest governance body
Refer to pages 106 to 109 of this report
Gov-Selec
Process for selection of highest governance body
Refer to pages 130 to 135 of this report
Gov-COI
Process for management of conflicts of interest
Refer to page 134 of this report
3. Social and Governance Performance Measures
Stakeholder Engagement and Board Decision
Making
1
As a Guernsey incorporated company, Section 172 of the UK Companies Act does not apply, however,
the AIC Code requires that the matters stated under Section 172 are reported on by all companies
regardless of domicile
Governance Performance Measures
DIRECTORS’ DUTIES AND STAKEHOLDER ENGAGEMENT
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
96
97
30
To assist the Board in the day-to-day operations of the
Company, arrangements have been put in place to delegate
authority for the performance of day-to-day operations of
the Company to the Asset Manager, Investment Adviser and
other third-party service providers. The Asset Manager and
Investment Adviser are in frequent contact with the Board
and the Asset Manager supplies the Directors with regular
updates on the Company’s activities and detailed reports at
each Board meeting.
The performance of both the Asset Manager and
Investment Adviser is critical for the Company to
successfully deliver its investment strategy and meet its
objective to provide shareholders with an attractive total
return of greater than 10% per annum.
Maintaining a close and constructive working relationship
with the Asset Manager and Investment Adviser is crucial
as all three parties aim to achieve the investment objective.
Important components in the collaboration with the Asset
Manager and Investment Adviser, representative of the
Company’s culture, are:
• Encouraging open discussion with each of the Asset
Manager and Investment Adviser, allowing time and
space for original and innovative thinking;
• Recognising that the interests of shareholders and
the Asset Manager and Investment Adviser are for the
most part well aligned, adopting a tone of constructive
challenge, balanced when those interests are not fully
congruent by robust negotiation of their terms of
engagement;
• Drawing on Board Members’ individual experience to
support the Asset Manager and Investment Adviser in the
monitoring and development of the property portfolio;
• Supporting the Asset Manager and Investment Adviser in
their philanthropic activities; and
• Willingness to make the Board’s experience available to
support the Asset Manager and the Investment Adviser
in the sound long-term development of its business and
resources, recognising that the long-term health of the
Asset Manager and Investment Adviser is in the interests
of shareholders in the Company.
The Board receives presentations from the Asset Manager
at every Board meeting to help it to exercise effective
oversight of the Asset Manager and the Company’s strategy.
On behalf of the Company’s shareholders, the Management
Engagement and Remuneration Committee (the “MERC”)
conducts an annual review of the performance of the Asset
Manager and Investment Adviser. Details are set out on
page 149.
Other Service Providers
The Company’s day-to-day operational functions are
delegated to a number of third-party service providers,
each engaged under separate contracts. The Company’s
principal third-party service providers include the Company
Secretary, Corporate Brokers and Financial Advisers,
Administrator, Legal Adviser, Tax Adviser, Depositary and
the Registrar. The Company relies on these reputable
advisers for support in complying with all relevant legal
and regulatory obligations. The Board maintains regular
contact with its key third-party service providers, taking a
constructive and positive approach to working with them
with the aim of building long-term relationships. Their
advice, as well as their needs and views, are routinely taken
into account.
The MERC formally assesses the performance of third-party
service providers, fees and continuing appointment at least
annually to ensure that the key third-party service providers
continue to function at an acceptable level. Further
information is set out on page 149.
Lenders
Availability of funding and liquidity are crucial to the
Company’s ability to take advantage of investment
opportunities as they arise.
The Company maintains strong relationships with current
lenders, providing regular updates on at least a quarterly
basis, and also maintains regular contact with prospective
lenders to ensure it is well placed to secure additional
funding when required.
Considering how important the availability of funding is, the
Company aims to demonstrate to lenders that it is a well-
managed business, and in particular, that the Board focuses
regularly and carefully on the management of risk.
Shareholder Meetings
The Asset Manager, Investment Adviser and the Company’s
Corporate Brokers and Financial Adviser are in regular
contact with major shareholders, which includes meetings
and roadshows. Meetings are held with institutional
shareholders, private shareholders, wealth managers, and
sell-side equity analysts to present the Group’s financial and
operational results and to discuss the strategy and business
model, as well as the UK regional commercial property
market.
The Asset Manager and Investment Adviser report the
results of all meetings and the views of those shareholders
to the Board on a regular basis.
The Company also encourages investors and analysts to
utilise its online facilities and communications and has
developed a comprehensive website of Group-specific
information and other information generally useful to real
estate investment trust investors and analysts.
The Investment Adviser regularly participates in investor
relations programmes to raise the profile of the Company
and to attract new shareholders.
The Chair, the Senior Independent Director, the Audit
Committee Chair and Board members are available to meet
with shareholders to understand their views on governance
and performance should they wish to do so. Relations with
shareholders are also considered as part of the annual
Board Performance Review process and details can be
found on page 132.
Investor Relations Updates
At almost every Board meeting, the Directors receive an
investor relations update from the Investment Adviser
on the share trading activity, share price performance
and any shareholder feedback, as well as an update on
any publications or comments by press and analysts.
The Company’s Corporate Brokers and Financial Adviser
also regularly attend Board meetings to provide updates
on the Equity and Real Estate markets, sector and peer
performance.
AGM
The Company welcomes and encourages attendance and
participation of shareholders at the AGM, during which the
Board, Asset Manager and Investment Adviser intend to
make themselves available to discuss issues affecting the
Company and answer any questions. The Asset Manager
generally prepares a presentation on the Company’s
performance and its future outlook.
The Company values any feedback and questions that it
may receive from shareholders ahead of and during the
AGM, and will take action or make changes, as and when
appropriate. Shareholders wishing to raise questions or
concerns directly with the Chairman, Senior Independent
Director or Company Secretary, outside of the AGM, should
do so using the Registered Office contact details provided
on page 221.
Publications
The Company releases regular trading updates and
announcements to the market regarding performance.
The Annual Report and Half-Year report are made
available on the Company’s website, together with other
communications to shareholders. These reports provide
shareholders with a clear understanding of the Company’s
performance and financial position. This information is
supported by regular announcements on activity within the
property portfolio, such as lettings, lease extensions and
acquisitions announced via the London Stock Exchange,
which are also available on the Company’s website.
Following the announcement of the Company’s full and
half-yearly results, a presentation is held for analysts and
investors.
The Asset Manager and Investment Adviser
The Board has overall responsibility for the Company’s
activities, including the review of investment activity
and performance and the control and supervision of all
suppliers of services to the Company, including the Asset
Manager and Investment Adviser. It is also responsible
for the determination of the Company’s investment policy
and strategy and the Company’s system of internal and
financial controls, including ensuring that commercial risks
and financing needs are properly considered and that the
obligations of a public limited company are adhered to.
DIRECTORS’ DUTIES AND STAKEHOLDER ENGAGEMENT CONTINUED
DIRECTORS’ DUTIES AND STAKEHOLDER ENGAGEMENT CONTINUED
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
98
99
30
Asset Manager
The Asset Management Agreement was assigned to London
& Scottish Property Investment Management Limited
on 3 May 2019 from an existing entity within the Asset
Manager group following a restructure. The Asset Manager
is engaged to provide asset management services to the
Company, Regional Commercial Midco Limited (“Midco”)
and the respective Group limited companies which hold the
properties directly.
Under the Asset Management Agreement, the Asset
Manager is responsible for the day-to-day asset
management of the Property Portfolio, subject to the
investment objectives of the Company, its investment policy
(as set out on page 29) and the overall supervision of the
Board. The Asset Manager will also advise the Company on
the acquisition, management and disposal of the Group’s
properties.
In view of the resilient returns of the Company and
the significant increase in its size, the Board sought to
secure the services of the Asset Manager. In doing so, the
Management Engagement and Remuneration Committee
conducted a review to ensure that the terms of these
agreements remained appropriate. The Management
Engagement and Remuneration Committee sought advice
from Peel Hunt LLP, the Company’s Financial Adviser
and Broker, and Macfarlanes LLP, the Company’s Legal
Adviser. Following this review, which included comparisons
of Shareholder returns against those of its peer group
and consideration of the interests of the Company; the
Company, Asset Manager and Investment Adviser each
agreed to waive their right to issue a termination notice
on or before 3 November 2022 and the management
agreements will now continue in force until 3 November
2026.
Notwithstanding the above terms, the Asset Management
Agreement may be terminated with immediate effect in
certain circumstances, including a material unremedied
breach by the Asset Manager.
The Company or Midco may terminate the Asset
Management Agreement with immediate effect by giving
written notice to the Asset Manager in the event of the
liquidation or insolvency (or analogous event) of the Asset
Manager.
Property Manager
L&S PM Limited has been appointed to manage the day-
to-day property management of each property within the
Portfolio. A Property Management fee of 4%, based upon
the gross rental yield, is charged per annum.
Investment Adviser and Alternative
Investment Fund Manager
The Company has appointed ESR Europe Private Markets
Limited ("ESR Europe") as the Company's Investment
Adviser (and to provide certain related services to Midco
and the respective companies which hold property directly).
The Investment Adviser is responsible for the day-to-day
management of the Company’s investments, subject to
the investment objective and the investment policy of the
Company. ESR Europe act as the Company's Alternative
Investment Fund Manager ("AIFM"), effective from 30
August 2024, following ESR Europe's authorisation as an
AIFM by the FCA. ESR Europe was authorised by the FCA on
1 August 2024 and replaced Toscafund Asset Management
LLP as AIFM.
In view of the resilient returns of the Company and the
significant increase in its size, the Board sought to secure
the services of the Investment Adviser. In doing so, the
Management Engagement and Remuneration Committee
conducted a review to ensure that the terms of these
agreements remained appropriate. The Management
Engagement and Remuneration Committee sought advice
from Peel Hunt LLP, the Company’s Financial Adviser
and Broker, and Macfarlanes LLP, the Company’s Legal
Adviser. Following this review, which included comparisons
of shareholder returns against those of its peer group
and consideration of the interests of the Company; the
Company, Asset Manager and Investment Adviser each
agreed to waive their right to issue a termination notice
on or before 3 November 2022 and the management
agreements will now continue in force until 3 November
2026.
Notwithstanding the above terms, the Investment
Management Agreement shall terminate with immediate
effect in certain circumstances, including the Investment
Adviser ceasing for any reason to be authorised under
Financial Services and Markets Act 2000 to carry out the
regulated activity of managing an AIF, or the Investment
Adviser committing a material breach of its obligations
either (i) not capable of being remedied (after the Company
has served notice to terminate) or (ii) which is capable of
being remedied and failing to remedy the same within 30
days after service of notice by the Company requesting the
same to be remedied.
The Environment and Society
The Board continues to increase emphasis on the
importance of sustainability factors in its portfolio and
investment considerations. The Board, its Asset Manager
and Investment Adviser are fully committed to managing
the business, its portfolio and investment strategy
responsibly.
The Board receives regular updates from the Company’s
Environmental Social Governance Working Party on the
sustainability strategy and provides feedback on their
approach. Full details can be found on pages 76 to 96.
Principal Decisions Made in 2024
The major decisions taken by the Board during 2024 are
summarised below and show how the Board had regard
to its stakeholders and the longer-term success of the
Company. During this and the previous year, the Chair and
the Asset Manager and Investment Adviser have met with a
significant number of shareholders and have established an
ongoing dialogue with a number of these. This engagement
has formed the foundation of a number of key decisions
made during the year.
Principal Decision – Refinancing
Having considered several refinancing options (including
both equity and debt solutions) to improve its financial
position, the Board elected to propose to its shareholders
a Capital Raising in June 2024. The Company successfully
raised £110.5m of gross proceeds in aggregate, by way of a
fully underwritten Placing, Overseas Placing and Open Offer
of 1,105,149,821 New Ordinary Shares.
The Capital Raising was fully underwritten by Bridgemere
Investments Limited, whom the Company have welcomed
as a significant new shareholder. This has enabled the
Company to significantly strengthen its financial position,
reduced debt and provide greater financial flexibility and
liquidity. Following completion of the Capital Raising, the
Company’s Ordinary Shares were consolidated at the ratio
of one Consolidated Share for every 10 Ordinary Shares.
The Company met with stakeholders regularly throughout
the refinancing process and held extensive discussions
with third-party advisers, shareholders, and lenders. The
refinancing has provided capital for capital expenditure
projects.
The Property Manager will continue its ongoing programme
to communicate with existing tenants to understand their
needs and agree on the required use of capital expenditure
for necessary refurbishments with the Board, with the aim
of improving tenant satisfaction and retention rates, and
attract prospective tenants. These refurbishments also
underpin the Company's drive for investing sustainably to
improve EPC ratings across its portfolio.
Principal Decision – 2024 Dividends
The Board remains committed to paying a full-year dividend
of 7.8 pps (2023: 5.25 pps), while noting that dividend
levels are subject to various factors, including the Group’s
financial position, performance, UK REIT requirements,
and shareholder interests. The Board receives quarterly in
person up-dates from its Corporate Brokers and Financial
Advisers, which encompasses the dividend level and
distribution.
On 29 July 2024, the Company completed a share
consolidation at a ratio of 1 new share for every 10 existing
shares.
• A Q1 2024 dividend of 1.2 pps was declared before the
capital raise and share consolidation.
• Following these changes, the Company declared:
o Q2 2024 dividend of 2.2 pps on 10 September 2024
o Q3 2024 dividend of 2.2 pps on 13 November 2024
o Q4 2024 dividend of 2.2 pps, on 20 February 2025
Principal Decision – Board Succession
Planning
Effective succession planning, leading to the refreshment of
the Board and its diversity, is necessary for the Company’s
long-term success.
The Nomination Committee is responsible for Board
recruitment and conducts a continuous and proactive
process of planning and assessment, taking into account
the Company’s strategic priorities and the main trends
and factors affecting its long-term success and future
viability. During the year, Mr Hunter and Ms Burstow were
appointed to the Board. For further information see the
Nomination Committee Report from page 142.
DIRECTORS’ DUTIES AND STAKEHOLDER ENGAGEMENT CONTINUED
MANAGEMENT ARRANGEMENTS
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
100
101
30
At any time after the first date on which the EPRA NTA
exceeds £750,000,000, the Board and the Investment
Adviser may decide, with the approval of an ordinary
resolution (upon which neither the Investment Adviser
nor its associates may vote) that individuals providing the
services under the Investment Management Agreement
are to become an internal resource of the Company in lieu
of the appointment of the Investment Adviser under the
Investment Management Agreement.
Management and Performance Fees
The Asset Manager and Investment Adviser are each
entitled, in every financial year (or part thereof), to 50% of
an annual management fee on a scaled rate. Following a
review by the Management Engagement and Remuneration
Committee and having sought advice from Peel Hunt LLP,
the Company’s Financial Adviser and Broker, the Company,
Asset Manager and Investment Adviser agreed to amend
the terms of the annual management fees charged, by
reducing to: (i) 1.1% of the EPRA NTA up to and equal to
£500,000,000; (ii) 0.9% of EPRA NTA above £500,000,000
and up to or equal to £1,000,000,000; (iii) 0.7% of EPRA NTA
above £1,000,000,000 and up to or equal to £1,500,000,000;
and (iv) 0.5% of EPRA NTA above £1,500,000,000. Previously
the annual management fee charged was on a scaled rate
of 1.1% of the Company’s EPRA NTA, reducing to 0.9% on
net assets over £500,000,000. The fee shall be payable in
cash quarterly in arrears.
In addition, the Asset Manager and Investment Adviser
are each entitled to 50% of a performance fee. The fee is
calculated at a rate of 15% of Total Shareholder Returns
in excess of the annual Hurdle Rate of 8% for the relevant
Performance Period. Total Shareholder Returns for any
Performance Period consist of the sum of any increase or
decrease in EPRA NTA per Ordinary Share and the total
dividends per Ordinary Share declared in the Performance
Period. Performance Periods are annual, from 1 January to
31 December. Any performance fee payable for the period
commencing 1 January 2019 and subsequent periods is to
be paid in part 34% in cash and 66% in Ordinary Shares.
Any Ordinary Shares issued to the Asset Manager and
Investment Adviser are to be issued at the prevailing price
per Ordinary Share on the date of issue.
A performance fee is only payable in respect of a
Performance Period where the EPRA NTA per Ordinary Share
exceeds the high-water mark, which is equal to the greater
of the highest year-end EPRA NTA per Ordinary Share in
any previous Performance Period or the Placing Price (100p
per Ordinary Share). Full details of the Asset Manager and
Investment Advisers' Performance Fee are given on pages
157 and 158 of the Company’s Prospectus, published on 24
June 2019.
Performance Fee
No performance fee crystallised for the performance fee
period from 1 January 2024 to 31 December 2024.
Continuing Appointment of Asset Manager
and Investment Adviser
The Board keeps the performance of both the Asset
Manager and Investment Adviser under continual review.
The MERC, comprising the independent non-executive
Directors, conducts an annual review of the performance of
the Asset Manager and Investment Adviser. Further details
can be found on page 149.
It is considered that the Asset Manager and Investment
Adviser has each executed the Company’s investment
strategy according to the Board’s expectations. Accordingly,
the Directors believe that the continuing appointment of
the Asset Manager and Investment Adviser of the Company,
on the terms agreed, is in the best interests of the Company
and its shareholders as a whole.
Administrator
The Company appointed Orbitus Fund Services (Guernsey)
Limited as the Administrator to the Company pursuant
to an Administration Agreement. Under the terms of the
Administration Agreement, the Administrator is responsible
for the Company’s general administrative functions such as
maintaining the Company’s records and statutory registers
and acting as the Company’s Designated Administrator. The
Administrator has outsourced certain of its services under
the Administration Agreement to Waystone Administration
Solutions (UK) Limited as Sub-Administrator. An annual fee
of £169,711 is payable by the Company to the Administrator
and Sub-Administrator in respect of these services.
The Administration Agreement was for an initial term of one
year, following which it automatically renews for 12-month
periods unless notice of termination is served by either
party at least 90 days prior to the end of each period.
Company Secretary
MUFG Corporate Governance Limited, formerly Link
Company Matters Limited was appointed to provide
company secretarial services to the Company pursuant to a
Company Secretarial Services Agreement. This agreement
automatically renews for 12-month periods unless notice
of termination is served by either party at least six months
prior to the end of each period.
Principal Activity
The Company has been incorporated for the purpose of
investment in, holding and managing commercial property
investments, or debt portfolios secured on such properties,
which are located predominately in the regional centres of
the UK outside the M25 motorway.
Status
The Company is incorporated in Guernsey, Channel
Islands, and is registered with the Guernsey Financial
Services Commission as a Registered Closed-Ended
Collective Investment Scheme pursuant to the Protection
of Investors (Bailiwick of Guernsey) Law 2020, as amended
and the Registered Collective Investment Schemes Rules &
Guidance 2021. It is a member of the AIC.
Status for Taxation
In accordance with the Guernsey economic substance
legislation effective 1 January 2019, the Company has
opted for Non-Tax Resident status. This status allows the
Company to distribute or accumulate income without
deduction of Guernsey income tax.
During the year, the Company’s properties have been held
in various subsidiaries and associates.
The Company is registered for VAT purposes in England.
The Company does not provide US tax reporting
information to shareholders.
Each month, the Company publishes a “Qualified Notice”
in accordance with certain US treasury regulations.
Shareholders should consult their own tax advisors if they
are unsure of the implications of the Qualified Notice or the
US treasury regulations.
Shareholders who are in any doubt concerning the taxation
implications of a REIT should consult their own tax advisers.
Culture
The Board has established core values for the Company
that align with the Company’s purpose, culture and strategy.
These are set out on page 12.
The Directors agree that establishing and maintaining
a healthy corporate culture within the Board and in its
interactions with the Asset Manager and Investment
Adviser, shareholders and other stakeholders will support
the delivery of its purpose, values and strategy. The Board
seeks to promote a culture of honesty and integrity through
ongoing dialogue and engagement with its stakeholders.
The Board’s culture itself is one of openness, collaboration
and transparency of debate. The Board maintains a desire
for strong governance and diversity of thought, with all
Directors feeling comfortable giving their opinion in a
respectful environment, allowing challenge and constructive
discussion. The culture of the Board is considered as part
of the annual performance evaluation process which is
undertaken by each Director.
The culture of the Group’s service providers, including
their practices and behaviours, relationships with the
Board and regular reporting from these stakeholders is
also considered by the Board during the annual review of
their performance and while considering their continued
appointment.
On behalf of the Board
MANAGEMENT ARRANGEMENTS CONTINUED
David Hunter
Chairman
24 March 2025
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
102
103
OTHER INFORMATION
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
104
105
CORPORATE
GOVERNANCE
Board of Directors
106
Directors' Report
110
Statement of Directors’ Responsibilities
118
Corporate Governance Statement
120
Audit Committee Report
136
Nomination Committee Report
142
Management Engagement and Remuneration Committee Report
146
Directors’ Remuneration Report
150
Independent Auditor’s Report
153
Appendix 1: Auditor’s responsibilities for the audit of the financial Statements
162
Massy Larizadeh has 30 years’ experience in the financial services sector, 17 of which
were within commercial real estate, working for companies such as GE Real Estate,
Cushman & Wakefield Investors, and Deloitte Real Estate. Prior to that Massy spent
several years at GE Capital in M&A in the US and across Europe, having started her
professional career in the City of London at Morgan Stanley International.
Massy is a Non-Executive Director of BusinessLDN, a non-profit advisory and
campaigning group to advance the cause of businesses across London and secure the
future promise of London. She is also a Trustee of UP Projects, a charity focused on
bringing art into the public domain, which is part funded by the Arts Council England.
Massy was previously a Non-Executive Director at Orbit Group, a large national
housing association, and London & Partners Limited, a social enterprise responsible for
attracting and promoting international trade, investment and tourism directed to the
London economy.
Massy has a bachelor’s degree from the Wharton School of the University of
Pennsylvania and an MBA from INSEAD in France.
BOARD OF DIRECTORS
David Hunter
(Chairman and Independent Non-Executive Director)
Appointed: 2 January 2025
David Hunter is a highly experienced non-executive director and chair of listed REITs as
well as a strategic adviser to real estate private equity businesses. He has a background
in property fund management, latterly as Managing Director of Aberdeen Asset
Management’s £6.5bn real estate business, but since 2005 he has taken a wide range
of non-executive positions in UK and international businesses. David was previously
Chairman of Capital & Regional plc, Dar Global PLC, Custodian Property Income plc and
GCP Student Living plc among other roles.
David is a Trustee of the Architectural Heritage Fund and was Honorary Swedish Consul
to Glasgow for 20 years. In 2004 he was President of the British Property Federation
and in that role was instrumental in the introduction of REITs in the UK.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
106
107
Massy Larizadeh
(Senior Independent Director, Chair of the Nomination Committee
and the Management Engagement and Remuneration Committee)
Appointed: 1 June 2022
Stephen Inglis
(Non-Executive Director)
Appointed: 16 October 2015
Nicole Burstow
(Non-Executive Director)
Appointed: 24 October 2024
Frances Daley
(Independent Non-Executive Director, Chair of the Audit Committee)
Appointed: 1 February 2018
Stephen Inglis is the Head of the Asset Manager. He has over 30 years’ experience
in the commercial property market, the majority of which spent working in the
investment and development sector. His career to date has been split between London
and Scotland and he has extensive knowledge of the UK regional property markets.
He is a chartered surveyor and became a member of RICS in 2001 and is also a Board
member of the Investment Property Forum.
Nicole Burstow has over 20 years’ experience across the financial services sector and
is a qualified chartered accountant. Nicole’s experience includes a 15-year career at
Deloitte LLP where she was a director before moving to DSW Capital, a publicly listed
mid-market challenger professional services network, initially joining as CFO and
latterly Deputy CEO. During her time at DSW Capital, she was shortlisted for Chief
Financial Officer of the Year at the 2023 Women in Finance Awards.
Nicole is currently CFO of the Bridgemere Group of companies, consisting of a
portfolio of strategic long-term investments and businesses in housebuilding, land
and property development and leisure. Nicole graduated from the University of
Leeds with a degree in Accounting and Finance.
Frances Daley is a chartered accountant who qualified with a predecessor firm to
Ernst & Young LLP. She subsequently spent nine years in corporate finance with
Royal Bank of Canada and Ernst & Young, followed by 18 years in various chief
financial officer roles, principally in the licensed retail sector (10 years) and in
healthcare.
From 2007 to 2012, she was group finance director of the private equity backed
Lifeways Group, the UK’s largest provider of specialist support to adults with
learning disabilities and mental health needs. Frances is a non-executive director
of Henderson Opportunities Trust Plc and chair of Barings Emerging EMEA
Opportunities PLC. Frances graduated from Cambridge University in 1980 with a
degree in Land Economy.
BOARD OF DIRECTORS
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
108
109
Corporate Governance
The Corporate Governance Statement on pages 120 to 135
forms part of this report.
Directors
The names and full biographies of the Directors, as at the
date of this report, can be found on pages 106 to 109.
Daniel Taylor and Kevin McGrath resigned from the Board
on 15 October 2024 and 18 March 2025, respectively,
having reached the end of their nine-year tenures. Nicole
Burstow and David Hunter were appointed to the Board
on 24 October 2024 and 2 January 2025 respectively. The
Board comprises three female Directors and two male
Directors. Details of the Directors’ terms of appointment
can be found in the Corporate Governance Statement and
the Directors’ Remuneration Report.
None of the Directors or any persons connected with
them had a material interest in the transactions and
arrangements of, or the agreement with, the Asset Manager
or Investment Adviser during the year, other than Mr Inglis
who is the Head of ESR Europe LSPIM Ltd, the Company’s
Asset Manager and is therefore not considered to be
independent.
In the event of any conflict between his position as Head of
the Asset Manager Mr Inglis will comply with the provisions
in the Company’s Articles of Incorporation concerning
the declaration of Directors’ interests and authorisation
of conflicts of interest and any other limits or conditions
imposed by the Board.
Nicole Burstow is an employee of Bridgemere Investments
Limited, a substantial shareholder of the Company, and,
therefore, not considered independent. The Directors
have considered Ms Burstow’s independence taking into
account this employment and have noted that there could
be certain circumstances that might pose a conflict of
interest to Ms Burstow, but these would be disclosed and,
in accordance with agreed procedures, Ms Burstow would
not vote on these issues.
In accordance with the Company’s Articles of Incorporation
and the AIC Code, David Hunter and Nicole Burstow having
been appointed a Director since the last AGM will stand for
election and all other Directors for re-election at the 2025
AGM.
DIRECTORS' REPORT
The Directors of Regional REIT are pleased to
present their report and the consolidated audited
financial statements of the Group for the year ended
31 December 2024.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
110
111
Nicole Burstow, Stephen Inglis, Massy Larizadeh, Frances Daley and David Hunter.
Directors' Interests
There is no requirement under the Company’s Articles
of Incorporation or the terms of their appointment for
Directors to hold shares in the Company.
The beneficial interests of the Directors of the Company are
set out in the table below:
Share Capital
As at 31 December 2024, the Company’s total issued
share capital was 162,088,483* Ordinary shares (2023:
515,736,583).
On 18 July 2024, shareholders approved a Capital Raising
and Share Consolidation and the Company raised
approximately £110.5 million of gross proceeds, in
aggregate, by way of a fully underwritten Placing, Overseas
Placing and Open Offer of 1,105,149,821 new Ordinary
Shares. Following completion of the Capital Raising, the
Ordinary Shares were consolidated at the Consolidation
Ratio of one Consolidated Share for every 10 Ordinary
Shares.
All of the Company’s Ordinary Shares are listed on the Main
Market segment of the London Stock Exchange and each
Ordinary Share carries one vote.
There is only one class of Ordinary Shares in issue for the
Company, in adherence to the REIT requirements. The only
other shares the Company may issue are particular types
of non-voting restricted preference shares, of which none
(2023: none) are currently in issue.
At the AGM held on 5 August 2024, the Directors were
granted authority to allot Ordinary Shares on a non-
pre-emptive basis for cash up to a maximum number of
16,208,864 shares (being 10% of the issued share capital
on 19 July 2024). The Directors were also granted the
authority to disapply pre-emption rights in respect of the
allotment of Ordinary Shares up to a maximum number of
16,208,864 Shares (being 10% of the issued share capital
on 19 July 2024) where the allotment of such shares is
for the sole purpose of financing an acquisition or other
capital investment as defined by the Pre-Emption Group’s
Statement of Principles.
No shares were issued under these authorities during the
year under review, and the authorities will expire at the
Company’s 2025 AGM where resolutions for their renewal
will be sought, or, if sooner, on 5 November 2025.
At the AGM held on 5 August 2024, the Company was
authorised to purchase up to a maximum of 16,208,864
of its own Ordinary Shares (being 10% of the Company’s
issued share capital on 19 July 2024).
No shares have been purchased under this authority during
the year under review, which will expire at the Company’s
2025 AGM where a resolution for its renewal will be sought,
or, if sooner, on 5 November 2025.
DIRECTORS' REPORT CONTINUED
At 31 December 2024
At 31 December 2023
Director
Number of
Ordinary Shares*
% Interest in
share capital
Number of
Ordinary Shares
% Interest in
share capital
David Hunter (Chairman)1
-
-
-
-
Nicole Burstow2
-
-
-
-
Frances Daley
46,280
0.03
147,257
0.03
Stephen Inglis3
793,020
0.49
2,514,365
0.49
Kevin McGrath4
158,736
0.10
505,072
0.10
Massy Larizadeh
24,991
0.015
47,700
0.01
1 Mr Hunter joined the Company on 2 January 2025
2 Ms Burstow joined the Company on 24 October 2024
3 Held by himself, his spouse, and family trust.
4 Held by himself, his spouse, and children.
Mr McGrath left the Company on 18 March 2025
Restrictions on the Transfer of Shares
Subject to the Articles, as well as applicable foreign
securities laws, a shareholder may transfer all or any of
their Ordinary Shares in any manner which is permitted by
Guernsey law or in any other manner which is from time to
time approved by the Board.
If any Ordinary Shares are owned directly, indirectly or
beneficially by a person believed by the Board to be a
“Non-Qualified Holder” (see below), the Board may give
notice to such person requiring them either: (i) to provide
the Board within 30 days of receipt of such notice with
sufficient satisfactory documentary evidence to satisfy the
Board that such person is not a Non-Qualified Holder, or (ii)
to sell or transfer their Ordinary Shares to a person who is
not a Non-Qualified Holder within 30 days and within such
30 days to provide the Board with satisfactory evidence of
such sale or transfer and pending such sale or transfer, the
Board may suspend the exercise of any voting or consent
rights and rights to receive notice of or attend any meeting
of the Company and any rights to receive dividends or other
distributions with respect to such Ordinary Shares.
Where condition (i) or (ii) is not satisfied within 30 days after
the serving of the notice, (i) the person will be deemed,
upon the expiration of such 30 days, to have forfeited their
Ordinary Shares or (ii) if the Board in its absolute discretion
so determines, the Company may dispose of the Ordinary
Shares at the best price reasonably obtainable and pay the
net proceeds of such a disposal to the former holder.
A Non-Qualifying Holder is defined as any person whose
ownership of Ordinary Shares, or the transfer of Ordinary
Shares to such person, may:
• cause the Company’s assets to be deemed “plan assets”
for the purposes of the US Internal Revenue Code of
1986 (as amended), or US Employee Retirement Income
Security Act of 1974 (as amended);
• cause the Company to be required to register as
an “investment company” under the US Investment
Company Act 1940;
• cause the Company or any of its securities to be required
under the US Exchange Act, the US Securities Act or any
similar legislation;
• cause the Company not being considered a “Foreign
Private Issuer”, as such term is defined in rule 3b-4(c)
under the US Exchange Act;
• cause the Investment Adviser to be required to register as
a municipal Adviser under the US Exchange Act;
• result in the Company being disqualified from issuing
securities pursuant to Rule 506 of Regulation D under the
US Securities Act;
• cause a loss of partnership status for US federal income
tax purposes or a termination of the US partnership
under US Internal Revenue Code of 1986 (as amended),
Section 708;
• result in a person holding Ordinary Shares in violation
of the transfer restrictions put forth in any prospectus
published by the Company from time to time; or
• cause the Company to be a “controlled foreign
corporation” for the purposes of Section 957 of the
US Internal Revenue Code of 1986, (as amended), or
may cause the Company to suffer any pecuniary or
tax disadvantage or any person who is deemed to be
a Non-Qualified Holder by virtue of their refusal to
provide the Company with information that it requires in
order to comply with its obligations under exchange of
information agreements.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
112
113
* During the year the Company offered 15 new ordinary shares for every 7 existing shares. This
resulted in an increase of 1,105,149,821 Ordinary Shares being issued. Subsequently there was a 10
for 1 split with the resulting Ordinary shares in issue being 162,088,483.
Restrictions on Voting Rights
Other than those discussed above, the Company does not
have any restrictions on shareholder voting rights.
Substantial Shareholdings
The Company has received notification of the following
disclosable interests in the voting rights of the Company:
The Company has not been informed of any other changes
to the notifiable interests between 31 December 2024 and
the date of this report.
As a company registered in Guernsey, the disclosure
thresholds for such a non-UK issuer (in accordance with
Disclosure Guidance & Transparency Rule 5) are 5%, 10%,
15%, 20%, 25%, 30%, 50% and 75%.
Dividend Policy
The Directors maintain a dividend policy which has due
regard to sustainable levels of dividend cover and reflects
the Directors’ views on the outlook for sustainable recurring
earnings, subject to compliance with REIT status requirements.
Under Guernsey law, shareholders are not required to vote
on the payment of a dividend at the Company’s AGM. Given
the requirement to distribute at least 90% of qualifying
property rental business income, it is not thought that this
adversely impacts shareholders’ rights.
The Company intends to pursue a dividend policy with
quarterly dividend distributions providing shareholders with
a regular income. However, the Company reserves the right
to review future dividend payments.
• For the purpose of determining the profits available for a
dividend distribution, the Company continues to choose
to treat all of its net income from the Property Related
Business as qualifying property income, notwithstanding
that the Company accounts for both property income and
interest income.
• The payment and level of dividends will always remain
subject to the Company’s performance, its financial
position, the business outlook and to market conditions.
• It is the Company’s intention to continue to declare and
pay dividends on a quarterly basis. The dividends for the
first, second and third quarters of any specific financial
year are expected to be declared at or near the same
level on a pence per share basis (if necessary, as adjusted
for any capital raising, consolidation or split). The fourth
quarter dividend in relation to that same financial year will
be declared to at least manage compliance with the REIT
distribution requirement.
• The Board will resolve to declare any dividends at an
appropriate time after the end of the relevant quarter
dates, being 31 March, 30 June, 30 September, and 31
December. The dividends will be paid approximately one
month after being declared.
DIRECTORS' REPORT CONTINUED
At 31 December 2024
At 24 March 2025
Shareholder
Number of
Ordinary Shares
notified
% Interest in
Share capital
Number of
Ordinary Shares
notified
% Interest in
Share capital
Bridgemere Investments Ltd
32,990,233
20.4%
32,990,233
20.4%
OMP-SS5
11,165,219
6.9%
11,165,219
6.9%
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
114
115
To maintain REIT status, the Company is required to meet
a minimum distribution test for each accounting period
that it is a REIT. This minimum distribution test requires the
Company to distribute at least 90% of the income profits
(broadly, calculated using normal tax rules) of the Group to
the extent that they are derived from the Property Related
Business of the Group (other than any Property Related
Business carried on outside the UK by non-UK tax resident
members of the Group).
The Company has the ability, by ordinary resolution, to offer
shareholders the right to elect to receive further Ordinary
shares, credited as fully paid, instead of cash in respect of all
or any part of any dividend (a scrip dividend). At the current
time, and following a consultation with shareholders, it is not
the Directors’ intention to offer a scrip dividend option for
the foreseeable future.
Results and Dividends
A summary of the Company’s performance during the
year and the outlook for the forthcoming year is set out
in the Chairman’s Statement and the Asset Manager
and Investment Advisers' Report on pages 22 and 34
respectively.
The Company declared one quarterly dividend of 1.20pps
in May 2024 and two quarterly dividends of 2.20pps*
in September and November 2024. A fourth quarterly
dividend of 2.20pps for the year ended 31 December 2024
was declared on 20 February 2025. This dividend will be
paid on 4 April 2025 to shareholders on the register at the
close of business on 28 February 2025. The ex-dividend
date was 27 February 2025 (during 2023, the Company
declared four quarterly dividends, one of 1.65pps and three
of 1.20pps).
Articles of Incorporation
In accordance with the Articles of Incorporation, the Board
must seek shareholder approval to amend the Articles of
Incorporation. During the year under review, the Board did
not propose a change to the Articles of Incorporation.
Stakeholder Engagement
While the Company has no employees, suppliers
or customers, the Directors strive to foster positive
relationships with the Company’s stakeholders, in particular
with tenants, shareholders, the Asset Manager, Investment
Adviser, and other service providers. More information
about this can be found in the Strategic Report on pages 97
to 100.
Shareholder Engagement
Communication with shareholders remains of critical
importance to the Board, who believe that understanding
the views of shareholders is a key factor in the Group’s
strategic direction and successful development of the
business. Further information can be found on pages 97 to
98.
Financial Risk Management
The principal risks and uncertainties faced by the Group
and the Group’s policies for managing these risks are set
out on pages 60 to 72. The principal financial risks relating
to financial instruments, and details of the risk mitigation
factors relating to these financial instruments are set out in
note 30.
Environmental, Social and Governance
(“ESG”)
Whilst the Group has no direct social or community
responsibilities, the Company is supportive of the Asset
Manager and Investment Advisers' philanthropic activities.
Further details of the Manager’s approach to responsible
investment practices and sustainability standards and
the Board’s oversight of this can be found in the Strategic
Report on pages 76 to 96.
Diversity
The Board of Directors of the Company comprises
three females and two males. The Board recognises the
importance and benefits of maintaining the gender and
ethnic balance of the Board. Notwithstanding this, the
Board does not consider that it would be appropriate to set
diversity targets as all Board appointments are made on
merit, against objective criteria and with due regard for the
benefits of diversity on the Board.
The Board’s policy on diversity can be found on page 144.
* On 29 July 2024 the shares in issue were consolidated by a ratio of 1 new share for every 10 shares.
Directors’ and Officers’ Liability Insurance
Directors’ and Officers’ Liability Insurance is maintained
through the Investment Adviser's own insurance policy.
Save for the indemnity provisions in the Articles of
Incorporation, there are no qualifying third-party indemnity
provisions in force.
Auditor
RSM UK Audit LLP was appointed as auditor to the
Company on listing on 6 November 2015. RSM UK Audit LLP
has expressed its willingness to continue in office as Auditor
to the Company and resolutions for its re-appointment and
for the Audit Committee to determine its remuneration will
be proposed at the forthcoming AGM. However, the Board
will run a tender process during the financial year to 31
December 2025 and may appoint a replacement auditor
during the year. Further information about the Company’s
external Auditor, including tenure, can be found in the Audit
Committee’s Report on page 136.
Audit Information
The Directors who held office at the date of approval of
this Directors’ Report confirm that, so far as they are each
aware, there is no relevant audit information of which the
Company’s Auditor is unaware; and each Director has taken
all the steps that they ought to have taken as a Director to
make themselves aware of any relevant audit information
and to establish that the Company’s Auditor is aware of that
information.
Listing Rules Disclosures
UK Listing Rule 6.6.1R requires the Company to include
specified information in a single identifiable section of the
Annual Report or a cross reference table indicating where
the information is set out. The Directors confirm that there
are no disclosures required in relation to UKLR 6.6.1R,
except for the details of any arrangements under which a
Director of the Company has waived any emoluments from
the Company and the details of any contract of significance
in which a Director is or was materially interested.
As set out on page 151, Mr Inglis does not receive any
remuneration from the Company and Ms Burstow's
remuneration is paid to her employer Bridgemere
Investments Limited. Furthermore Mr Inglis is the Head of
ESR Europe LSPIM Limited, the Company's Asset Manager.
The details of the Agreements with the Asset Manager and
Investment Adviser are set out on pages 101 and 102.
Annual General Meeting
The notice for the 2025 AGM will be published on the
Company's website and will be circulated to shareholders
in accordance with the requirements of the Company’s
Articles of Incorporation.
Future Developments
The main trends and outlook for the Company is set out in
the Chairman’s Statement on pages 22 to 27.
Post Balance Sheet Events
Information on post balance sheet events can be found on
page 205.
Energy and Carbon Reporting
Information on sustainability matters can be found on
pages 76 to 96.
For and on behalf of the Board
DIRECTORS' REPORT CONTINUED
David Hunter
Chairman
24 March 2025
Norfolk House, Birmingham
ANNUAL REPORT AND ACCOUNTS 2024
117
The Directors are responsible for preparing the Annual
Report and the Group Financial Statements in accordance
with applicable laws and regulations.
Guernsey company law requires the Directors to prepare
financial statements for each financial year. The Directors
are required under the UK Listing Rules of the Financial
Conduct Authority to prepare the group financial
statements in accordance with UK-adopted International
Accounting Standards.
The financial statements of the Group are required by law
to give a true and fair view of the state of the Group’s affairs
at the end of the financial period and of the profit or loss of
the Group for that period and are required by UK-adopted
International Accounting Standards to present fairly the
financial position and performance of the Group.
In preparing these financial statements, the Directors are
required to:
• select suitable accounting policies and then apply them
consistently;
• present a true and fair view of the financial position,
financial performance and cash flows of the Company;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether they have been prepared in accordance
with UK-adopted International Accounting Standards; and
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the Group
will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group’s transactions; disclose with reasonable accuracy
at any time the financial position of the Group; enable
them to ensure that the financial statements comply with
the requirements of The Companies (Guernsey) Law 2008
and, as regards the Group financial statements, the UK-
adopted International Accounting Standards. They are also
responsible for safeguarding the assets of the Group and
hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on Regional REIT’s website.
Legislation in Guernsey governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Each of the Directors, whose names and functions are
listed on pages 106 to 109, confirms that to the best of
each person’s knowledge:
• the financial statements, prepared in accordance with UK-
adopted International Accounting Standards, give a true
and fair view of the assets, liabilities, financial position
and profit of the Group and the undertakings included in
the consolidation taken as a whole;
• the Strategic Report, including the Asset Manager's and
Investment Adviser's Report, includes a fair review of
the development and performance of the business and
the position of the Group and the undertakings included
in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties they
face; and
• the Annual Report and financial statements for the
year ended 31 December 2024, taken as a whole, are
fair, balanced and understandable and provide the
information necessary for shareholders to assess the
Group’s position, performance, business model and
strategy.
This responsibility statement was approved by the Board of
Directors and signed on its behalf by:
David Hunter
Chairman
24 March 2025
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN
RESPECT OF THE CONSOLIDATED ANNUAL REPORT
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
118
119
The UK Listing Rules and the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority
require listed companies to disclose how they have
applied the principles and complied with the provisions
of the corporate governance code to which the issuer is
subject.
Introduction from the Chairman
I am pleased to introduce this year’s Corporate Governance
Statement. The Board is accountable to shareholders
for the governance of the Company and is committed to
maintaining the highest standard of corporate governance
for the long-term sustainable success of the Company.
Throughout the year, Regional REIT has complied with the
Principles and Provisions of the AIC Code of Corporate
Governance (AIC Code). By reporting against the AIC
Code, the Company meets the obligations of the UK
Corporate Governance Code (the UK Code), and reports
against additional AIC Code Provisions that are of specific
relevance to Regional REIT as an investment company. The
Board considers that reporting against the Principles and
Provisions of the AIC Code, which have been endorsed by
the Financial Reporting Council, provides more relevant
information to its shareholders. The AIC Code is available
on the AIC website theaic.co.uk.
The Board notes the publications of the 2024 UK Code and
AIC Code, which will apply to financial years beginning on
or after 1 January 2025 (except for AIC Code provision 34
which takes effect for financial periods commencing on or
after 1 January 2026). Although not directly relevant for the
year under review, the Board is satisfied that it is able to
comply with the new AIC Code and the 2024 UK Code.
The Board considers that reporting against the principles
and provisions of the AIC Code, which has been endorsed
by the FRC and the Guernsey Financial Services Commission
(“GFSC”), provides relevant information to shareholders
and that by reporting against the AIC Code the Company
has met its obligations in relation to the UK Code and
associated disclosure requirements under UK Listing Rule
6.6.6.
The GFSC’s Finance Sector Code of Corporate Governance
(the “GFSC Code”), published most recently in July 2023,
applies to all companies that hold a licence from the
GFSC under the regulatory laws or which are registered
or authorised as collective investment schemes, which
includes the Company. Companies which report against
the AIC Code are deemed to meet the requirements of the
GFSC Code. A copy of the GFSC Code can be obtained via
the GFSC website at www.gfsc.gg.
The Principles of the AIC Code
The AIC Code is made up of 17 principles split into five
sections covering:
• Board leadership and purpose
• Division of responsibilities
• Composition, succession and evaluation
• Audit, risk and internal control
• Remuneration
Similar to the UK Code, the AIC Code specifies a “comply or
explain” basis and details of how the Company has applied
the principles of the AIC Code are set out in this report.
Compliance with the AIC Code
Throughout the year ended 31 December 2024, the
Company complied with the principles and provisions of
the AIC Code which incorporates the UK Code. Accordingly,
the following table reports on the Company’s compliance
throughout the year with the recommendations of the AIC
Code.
As a Guernsey incorporated entity, there are no
statutory requirements for the Company to develop a
remuneration policy. The steps taken by the MERC to
ensure that Directors’ fees support the Company’s strategy
and promote its long-term success are set out in the
Remuneration Report on page 150.
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement forms part of the Directors’ Report.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
120
121
BOARD LEADERSHIP AND PURPOSE
AIC Code Principle
Compliance statement
A. A successful company is led by an effective board,
whose role is to promote the long-term sustainable
success of the Company, generating value for
shareholders and contributing to wider society. The
board should ensure that the necessary resources,
policies and practices are in place for the company to
meet its objectives and measure performance against
them.
The Board considers the long-term sustainable success
of the Company to be its main focus and all decisions are
considered from this point of view.
The role of the Board and our governance framework can
be found from page 130. The Company's Sustainability
Report starts on page 76.
Details regarding the principal risks and uncertainties and
the sustainability of the business model can be found in
the Strategic Report on pages 60 to 72 and 28 to 33.
B. The Board should establish the Company’s purpose,
values and strategy, and satisfy itself that these and
its culture are aligned. All Directors must act with
integrity, lead by example and promote the desired
culture.
The purpose of the Company, as set out on page 12, is to
deliver long-term returns for shareholders with income
generated from investment in UK commercial property
outside of the M25 motorway. The strategy that the Board
follows in order to execute this is outlined in the Strategic
Report on pages 28 to 33.
As outlined on page 12, the Board has adopted some
key values which are embedded into the culture of
the business and are key to any decision made by the
Company.
The Directors agree that establishing and maintaining
an open and inclusive culture among the Board and in
its interaction with the Asset Manager and Investment
Adviser, shareholders and other stakeholders, will support
the delivery of its purpose, values, and strategy.
The purpose and culture of the business are considered
as part of the annual Board Performance Review to
ensure that they remain a key focus on which all decisions
are based.
BOARD LEADERSHIP AND PURPOSE
AIC Code Principle
Compliance statement
C. Governance reporting should focus on board decisions
and their outcomes in the context of the company’s
strategy and objectives. Where the board reports
on departures from the Code’s provisions, it should
provide a clear explanation.
Regional REIT strives to ensure its reporting is
transparent, comprehensible, and centered on the
outcomes, consequences, and implications of the Board's
decisions on the Company's stakeholders. The Company
remains committed to continually adapting and enhancing
its reporting practices.
D. In order for the company to meet its responsibilities
to shareholders and stakeholders, the Board should
ensure effective engagement with, and encourage
participation from, these parties.
The Board understands its responsibilities to
shareholders and stakeholders and considers the
opinions of all such parties when making any decision.
The Board considers that, other than shareholders, the
Company’s other key stakeholders are the Company’s
tenants, its service providers and its Asset Manager and
Investment Adviser.
Further details can be found on pages 97 to 100.
The Directors place considerable importance on
shareholder engagement and on communications with
them and all other stakeholders. Shareholders who wish
to contact the Board may do so by emailing
rgl-cosec@cm.mpms.mufg.com.
E. Principle E of the UK Code has been deleted with the
agreement of the FRC.
Principle E of the UK Code describes the Board's
responsibilities for workforce policies and practices -
Regional REIT does not have any employees, therefore,
this principle is not relevant to us.
CORPORATE GOVERNANCE STATEMENT CONTINUED
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
122
123
DIVISION OF RESPONSIBILITIES
F. The Chair leads the Board and is responsible for its
overall effectiveness in directing the Company. They
should demonstrate objective judgement throughout
their tenure and promote a culture of openness and
debate. In addition, the chair facilitates constructive
Board relations and the effective contribution of all
non-executive Directors, and ensures that Directors
receive accurate, timely and clear information.
There is a clear division of responsibilities between
the Chairman, the Directors, the Asset Manager, the
Investment Adviser and the Company’s other service
providers.
The Board has approved a policy which sets out the
responsibilities of the Chairman, Mr Hunter, and Senior
Independent Director, Ms Larizadeh, a copy of which
is available on the Company’s website. The Chairman
is responsible for leading the Board and is responsible
for its overall effectiveness in directing the affairs of
the Company. The Chairman ensures that all Directors
receive accurate, timely and clear information and helps
promote a culture of openness and debate in Board
meetings by encouraging and facilitating the effective
contribution of other Directors towards a consensus
view. The Chairman also takes a leading role in ensuring
effective communications with shareholders and other
stakeholders.
The Board has agreed a schedule of matters specifically
reserved for decision by the Board. This includes
establishing, following consultation with the Asset
Manager and the Investment Adviser, the Company’s
investment policy, long-term objectives, commercial
strategy, the gearing policy and the setting of any limits
and any treasury policies.
Prior to each Board and Audit Committee meeting,
Directors are provided with a comprehensive set of
papers giving detailed information on the Company’s
portfolio including property acquisitions/disposals
and financial position. All Directors have timely access
to all relevant management financial and regulatory
information.
DIVISION OF RESPONSIBILITIES
G. The Board should consist of an appropriate
combination of Directors (and, in particular,
independent non-executive Directors) such that no
one individual or small group of individuals dominates
the Board’s decision making.
All Directors are non-executive and are independent of
the Asset Manager and Investment Adviser and the other
service providers (except for Mr Inglis who is the Head of
ESR Europe LSPIM Ltd, the Company’s Asset Manager).
A majority of the Board will at all times be independent of
the Asset Manager and Investment Adviser.
Ms Burstow is an employee of Bridgmere Investments and
is therefore not considered Independent.
The Chairman, Mr Hunter, was independent of the
Asset Manager and Investment Adviser at the time of
his appointment. The Board considers that he remains
independent.
None of the Directors are a director of another
investment company managed by the Company’s Asset
Manager or Investment Adviser nor has any Board
member been an employee of the Company or currently
has any connection to any of its service providers (except
for Mr Inglis).
The Board Performance Review concluded that each
Director provides a valuable contribution to Board
meeting discussions and exercises appropriate levels of
challenge and debate.
H. Non-executive Directors should have sufficient time to
meet their Board responsibilities. They should provide
constructive challenge, strategic guidance, offer
specialist advice and hold third-party service providers
to account.
As part of the Board Perfomance Review, the
contributions of each Director, as well as the time
commitments made by each Board member, are
considered, and reviewed by the Nomination Committee.
More information can be found on page 132.
The MERC reviews the performance and cost of the
Company’s service providers on an annual basis and more
information on its work can be found on page 146.
I. The Board, supported by the Company Secretary,
should ensure that it has the policies, processes,
information, time and resources it needs in order to
function effectively and efficiently.
The Directors have access to the advice and services of
the Company Secretary who is responsible to the Board
for ensuring that Board procedures are in place and
followed and that applicable rules and regulations are
complied with. The Company Secretary is also responsible
for ensuring good information flows between all parties.
CORPORATE GOVERNANCE STATEMENT CONTINUED
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
124
125
COMPOSITION, SUCCESSION AND EVALUATION
J. Appointments to the Board should be subject to a
formal, rigorous and transparent procedure, and an
effective succession plan should be maintained. Both
appointments and succession plans should be based
on merit and objective criteria. They should promote
diversity, inclusion and equal opportunity.
The Nomination Committee, comprising independent
non-executive Directors, is responsible for identifying and
recommending to the Board the appointment of new
Directors. The Company's Diversity and Inclusion Policy sets
out the principles and commitments the Board follows when
making new appointments, including how the Directors
ensure that any new appointment will add to the diversity of
experience, skill, gender, social and/or ethnic backgrounds.
See the Nomination Committee Report on page 142.
K. The Board and its Committees should have a
combination of skills, experience and knowledge.
Consideration should be given to the length of service
of the Board as a whole and membership regularly
refreshed.
Directors’ biographical details are set out on pages 106
to 109 of this report. These demonstrate the wide range
of skills and experience that the Directors bring to the
Board including the property sector, investment trusts, and
financial and public company management.
The Board has a tenure policy, set out on page 132, to
ensure that the Board continues to have the right balance of
skills and experience.
Each Director was appointed with a view to establishing
a Board with a good combination of skills, experience
and knowledge. This is reviewed as part of the annual
Board Perfomance Review process. When considering
new appointments, the Board, through the Nomination
Committee will review the skills of the Directors and seek
to add persons with complementary skills or who possess
skills and experience which fill any gaps in the Board’s
knowledge or experience and who can devote sufficient
time to the Company to carry out their duties effectively.
Where appropriate, the need for diversity on the Board will
be taken into account when considering new appointments.
The Company’s diversity policy can be found on page 144.
The policy adheres to the UK Listing Rules on diversity.
COMPOSITION, SUCCESSION AND EVALUATION
L. Annual evaluation of the Board should consider
its performance, composition, diversity and how
effectively members work together to achieve
objectives. Individual evaluation should demonstrate
whether each Director continues to contribute
effectively.
The Directors consider the performance review of the Board,
its Committees and themselves to be an important aspect
of corporate governance, and evaluations are undertaken
annually. The results of the performance review, which were
discussed by the Nomination Committee are set out on page
132.
M. The Board should establish formal and transparent
policies and procedures to ensure the independence
and effectiveness of external audit functions and
satisfy itself on the integrity of financial and narrative
statements.
The Audit Committee has put in a place a non-audit services
policy, which ensures that any work outside the scope of the
standard audit work requires prior approval by the Audit
Committee. This enables the Committee to ensure that the
external auditors remain fully independent.
In addition, the Audit Committee carries out a review of the
performance of the external auditor on an annual basis.
Feedback from other third parties, including the Asset
Manager and Investment Adviser, is included as part of
this assessment to ensure the Audit Committee takes into
account the views of different parties who have a close
working relationship with the external auditor.
See the Audit Committee Report on page 136.
CORPORATE GOVERNANCE STATEMENT CONTINUED
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
126
127
AUDIT, RISK AND INTERNAL CONTROL
N. See the Audit Committee Report on page 136.
The Board should present a fair, balanced and
understandable assessment of the Company’s position
and prospects.
The Audit Committee has considered the Audited Annual
Report and Financial Statements as a whole and agreed that
it presents a fair, balanced, and understandable assessment
of the Company’s position and prospects.
O. The Board should establish and maintain an effective
risk management and internal control framework, and
determine the nature and extent of the principal risks
the Company is willing to take to achieve its long-term
strategic objectives.
Risks faced by the Company are considered, monitored and
assessed on a regular basis by the Audit Committee. Details
in respect of the Company’s principal risks and uncertainties
and the appropriate measures taken to mitigate each risk
can be found on pages 60 to 72.
Given the nature of the business, the Company is reliant
on its service providers and their internal controls. The
Audit Committee reviews reports from the principal service
providers on compliance and the internal and financial
control systems in operation and relevant independent
audit reports thereon. The Chairman of the Audit Committee
meets, at least annually, with representatives of each of
the Asset Manager and Investment Adviser independently,
to review and discuss the internal controls within their
businesses.
REMUNERATION
P. Remuneration policies and practices should be
designed to support strategy and promote long-term
sustainable success.
The Directors are all non-executive and only receive
Directors’ fees. No element of their remuneration is related
to performance, and Directors are not eligible for bonuses,
share options or long-term performance incentives. See the
Remuneration Report on page 150.
Q. A formal and transparent procedure for developing
policy on remuneration should be established. No
Director should be involved in deciding their own
remuneration outcome.
Directors' remuneration is reviewed annually by the
MERC and within the limits the Company's Articles of
Incorporation. The Board as a whole is responsible for
deciding the level of fees paid to the non-executive directors
and the Chairman, and no Director is involved in deciding
their own remuneration. See the Remuneration Report on
page 150.
R. Directors should exercise independent judgement
and discretion when authorising remuneration
outcomes, taking account of Company and individual
performance, and wider circumstances.
There are no performance related elements of the Directors'
remuneration, therefore, there is very little scope for the
exercise of discretion. Any fee increases, if one is proposed,
are carefully considered and the Board takes into account
the time required for it to fulfil its duties, peers and
benchmarking data, overall Company performance and
wider economic context. See the Remuneration Report on
page 150.
CORPORATE GOVERNANCE STATEMENT CONTINUED
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
128
129
CORPORATE GOVERNANCE STATEMENT CONTINUED
The Board of Directors
At the start of the year under review, the Board consisted
of five non-executive directors (three male and two female).
Following the retirement of Mr Taylor after the conclusion
of his nine-year tenure, and the appointment of Ms Burstow
in October 2024, the Board consisted of five non-executive
directors (two male and three female).
Since the end of the year under review, Mr Hunter was
appointed as Non-Executive Director and Chairman
designate in January 2025 and replaced Mr McGrath as
Chairman in March 2025 after the completion of their
handover period. Mr McGrath retired in March 2025
having reached the end of his nine-year tenure. The Board
currently consists of five non-executive directors (two male
and three female). Brief biographical details of all Directors,
including details of their other directorships and significant
commitments, can be found pages 106 to 109.
A review of Board composition and balance is included as
part of the annual performance review of the Board, details
of which may be found on page 132.
The Company’s culture is set out on page 103. The values
of the Company are set out on page 12. These values are
considered in Board decision making. The purpose of the
Company is the investment objective, which can be found
on page 29. The strategy that the Board follows to meet this
objective is outlined in the Strategic Report on page 28. The
business model that the Company operates is set out from
page 28.
The Board ensures that the necessary resources are in
place for the Company to meet its objectives. It does this
predominately through its engagement with third-party
service providers. The Board regularly reviews financial
forecasts and KPIs, as well as debt financing and gearing.
Further details can be found on pages 54 to 59 of the
Strategic Report.
The Board is responsible for all matters of direction and
control of the Company and the Group, including its
investment policy and strategy, and no one individual
has unfettered powers of decision making. As part of
this, the opportunities and risks faced by the business
are considered, monitored and assessed on a regular
basis, both in terms of actual and emerging risks that the
business may face. Emerging risks are identified by the
Board through a variety of means including advice from the
Company’s Asset Manager and Investment Adviser, the AIC
and Directors’ industry knowledge and market changes and
events.
More detail regarding the principal risks and uncertainties,
emerging risks and the sustainability of the business can be
found in the Strategic Report on pages 60 to 72.
The rules concerning the appointment and replacement
of Directors are set out in the Company’s Articles of
Incorporation. There are no agreements between the
Company and its Directors concerning any compensation
for their loss of office.
Board Operation
There is a clear division of responsibilities between the
Board, the Asset Manager and Investment Adviser. The
Directors have agreed a formal schedule of matters
specifically reserved for their approval. The schedule of
matters reserved to the Board includes, but is not limited to
the following:
• approval of asset acquisitions and disposals over £15
million;
• approval of capital expenditure;
• approval of the Company’s borrowings;
• approval of the Company’s investment policy, long-term
objectives and commercial strategy;
• approval of the gearing policy of the Company;
• approval of annual and half-yearly reports and financial
statements and accounting policies, prospectuses,
circulars and other shareholder communications;
• raising new capital;
• approval of dividends;
• Board appointments and removals; and
• appointment and removal of the Asset Manager,
Investment Adviser, Auditor and the Company’s other
service providers, including the Company Secretary.
To assist the Board, arrangements have been put in place
to delegate authority for the performance of day-to-
day operations of the Company to the Asset Manager
and Investment Adviser and other third-party service
providers. The Board has appointed the Asset Manager
and Investment Adviser to manage the Company’s portfolio
within guidelines set by the Board, detailed in the respective
management agreements with the Company. Both the
Asset Manager and Investment Adviser are in frequent
contact with the Board and supply the Directors with
regular updates on the Company’s activities and a detailed
report at each Board meeting.
The Board, at its regular meetings, undertakes reviews
of key investment and financial data, analyses of asset
allocation, peer group information, the economy generally,
transactions and performance comparisons, Share price
(whether at a discount or premium to NAV) and NAV
performance. It receives an update from the Asset Manager
on property market conditions and trends, movements
compared to previous quarters, yields on properties within
the portfolio, lease lengths and letting activity, including
estimated rental values and vacant properties. The Board
also receives an update from the Investment Adviser on
investor relations. Discussions also take place on strategic
proposals, developments and legal and governance
matters.
Representatives of each of the Asset Manager and
Investment Adviser regularly attend Board meetings, which
facilitates communication and supplements the regular
reporting to the Directors.
Board Meeting Attendance
The Directors meet at regular Board meetings, held at least
four times a year, with additional meetings arranged as
necessary. During the year under review, the number of
scheduled Board meetings attended by each Director was
as follows:
Additional Board meetings were also held as required
during the year, including to deal with corporate
transactions such as the equity raise, repayment of the
Retail Bond, property disposals and acquisitions and
dividends.
The Board follows a formal agenda, which is approved
by the Chairman and circulated by the Company
Secretary in advance of the meeting to all the Directors
and other attendees. A typical agenda includes a review
of performance with a detailed update from the Asset
Manager and Investment Adviser on the property portfolio,
investment opportunities and disposals, the Company’s
financial performance, updates on investor relations and
specific regulatory or governance matters. Representatives
of the Company’s Advisers are invited to attend Board
meetings from time to time, particularly the Company’s
Corporate Brokers, Financial Adviser and Legal Adviser.
The Board is responsible for the strategy of the Company
and monitors performance against its agreed strategy on
an ongoing basis. The Board is also responsible for setting
the overall strategic objectives of the Company and meets
at least once a year to focus exclusively on strategy.
* Appointed 24 October 2024
** Resigned 15 October 2024
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
130
131
Scheduled Board Meetings
Director
Number entitled
to attend
Number
attended
Kevin McGrath
4
4
Nicole Burstow*
2
2
Frances Daley
4
4
Stephen Inglis
4
4
Massy Larizadeh
4
4
Daniel Taylor**
3
3
CORPORATE GOVERNANCE STATEMENT CONTINUED
Annual Board Performance Review
The Directors consider the performance review of the
Board, its Committees and themselves to be an important
aspect of corporate governance, and reviews are
undertaken annually. The review undertaken for the 2024
financial year was facilitated internally by the Company
Secretary. The Board agreed that the use of an externally
facilitated service provider was not necessary this year,
however, this will be kept under review.
The questionnaires were designed to evaluate Directors'
feedback on Board composition, culture and effectiveness,
the Board's performance concerning stakeholder relations
and shareholder value, governance, the efficiency of Board
and Committee meetings, and to determine whether the
operation of such meetings was appropriate. Additionally,
the questionnaires aimed to gather any further information
necessary to enhance Board discussions. The review also
included an assessment of the Directors' independence and
their ability to dedicate sufficient time to the Company's
activities.
Following conclusion of the review, the Company Secretary
provided a report on the outcome, a summary of strengths
and areas for development and feedback on how the Board
could improve in each area of assessment. The report
was reviewed by the Nomination Committee as part of its
assessment of Board performance.
The Results
The results of the review process indicated that the Board
and its Committees continue to work well and there are no
significant concerns among the Directors about Board and
Committee effectiveness. It identified areas for potential
improvement in the Board’s structure and experience,
continued focus on strategy, debt management and risk
management, and relationships with, and understanding of,
all Regional REIT stakeholders.
The Board reviewed the results and agreed on these key
focus areas for this year:
• Raise Regional REIT’s profile and enhance interest in the
Company
• Develop a more granular understanding of shareholder
and stakeholder expectations and needs, particularly
retail investors
• The mid to long-term investment strategy for Regional
REIT in light of market changes and challenges
• Continue succession plans to increase the number
of independent directors and strengthen the Board’s
experience
The resulting actions agreed by the Directors will be
discussed in more detail and monitored during the 2025
financial year and the Board will report on the outcomes in
our next Annual Report.
Following the review, the Board is confident that all current
Directors contribute effectively and possess the necessary
skills and experience for the leadership and direction of
the Company. The Board also affirms that all Directors,
except for Mr Inglis and Ms Burstow, are independent.
Furthermore, the Board confirms that every Director
can dedicate sufficient time to the Company's activities,
ensuring effective governance and direction.
Actions taken following the previous Board
performance review
During the year, the Board took several actions based on
the review undertaken in the previous year. These included
the repayment of the £50 million Retail Bond and the
subsequent reduction in the Company’s leverage position,
funding capital expenditure to continue to improve the
quality of our portfolio and improve EPC ratings, and
successfully carrying out the ongoing succession plans put
in place by the Board to refresh its composition.
Tenure, Election and Re-election of Directors
Each Director has a letter of appointment setting out their
terms of appointment. These letters detail an initial three-
year appointment, but each Director may be invited by the
Board to serve for an additional period of three years, if
both the individual Director and the Board believe this is in
the interest of the Company, having taken into account the
independence of the Director.
In accordance with the Company’s Articles of Incorporation
and the AIC Code, Directors are subject to election by
shareholders at the first AGM after their appointment.
Thereafter, each Director’s appointment is subject to
an annual performance review and all Directors submit
themselves for annual re-election by shareholders at the
AGM. Ms Burstow and Mr Hunter, having been appointed
Directors since the last AGM will therefore stand for election
at the Company’s AGM in 2025 and all other Directors will
stand for re-election at that AGM.
The Board has adopted a formal tenure policy for
Directors based on a continual review of performance. It
is anticipated that any of the Directors would not normally
serve more than nine years in order to provide regular
refreshment of the Board and facilitate diversity of the
Board. In exceptional circumstances, which would be fully
explained to shareholders at the time, an extension might
be appropriate.
Similarly, it is not anticipated that the Chairman would
serve more than nine years, however, in exceptional
circumstances, which would be fully explained at the time, a
short extension might be appropriate. As with all Directors,
the continuing appointment of the Chairman is subject to
ongoing review of performance, including a satisfactory
annual evaluation, annual re-election by shareholders and
may be further subject to the particular circumstances of
the Company at the time they intend to retire from the
Board.
The Nomination Committee leads the process of the
appointment of any new Director to the Board as and
when vacancies arise and as part of the Directors’ ongoing
succession plans. As part of this process, an external
executive search agency will generally be used.
Further information on succession planning can be found in
the Nomination Committee Report on page 142.
Induction and Training
On appointment, the Asset Manager, Investment Adviser
and Company Secretary provide new Directors with
induction training as appropriate. The training includes the
Company’s investment strategy, policies, and practices.
The Directors are also given regular briefings on changes
in law, regulatory requirements and developments in
corporate governance that impact the Company and the
Directors. It is the Chairman’s responsibility to ensure that
the Directors have sufficient knowledge to fulfil their role
and Directors are encouraged to attend industry and other
seminars covering issues and developments relevant to
investment trust companies. Regular reviews of Directors’
training needs are carried out by the Chairman by means
of the performance evaluation process. The Directors have
access to the advice and services of the Company Secretary
through its appointed representative, who is responsible
for company secretarial functions and for assisting the
Company and the Directors with compliance with its
continuing obligations as a company listed on the Main
Market and the UKLA Official List. The Company Secretary
is also responsible for ensuring good information flows
between all parties. When deemed necessary, the Directors
can seek independent professional advice.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
132
133
CORPORATE GOVERNANCE STATEMENT CONTINUED
Conflicts of Interest
It is the responsibility of each individual Director to avoid a
conflict of interest. The Company’s Articles of Incorporation
permit a Director to act in a situation where a Director has
disclosed the nature and extent of an interest that conflicts,
or may possibly conflict, with the interests of the Group in
accordance with the Law.
The Board has established a formal process whereby actual
and potential conflicts of interests are considered by the
Directors who have no interest in the matter, who then
decide whether to authorise the conflict and any conditions
to be attached to such authorisations.
The Directors can impose limits or conditions when giving
authorisation, if they think this is appropriate in the
circumstances. A register of potential conflicts is maintained
by the Company Secretary and is reviewed at each Board
meeting to ensure that any authorised conflicts remain
appropriate. Directors are required to confirm at these
meetings whether there has been any change to their
position.
Board Committees
The Board has three Committees and has delegated certain
responsibilities to the Audit Committee, the Management
Engagement and Remuneration Committee and the
Nomination Committee. The Board has established formal
terms of reference for each of the Committees, which are
available on the Company’s website.
Audit Committee
The Audit Committee comprises the Independent Directors
and is chaired by Ms Daley. It will meet at least three times
a year, or more often if required. The Chairman of the
Company is a member of the Audit Committee but does not
act as Committee Chair.
All members of the Audit Committee are considered to have
relevant experience in the industry in which the Company
operates. The Board is also satisfied that at least one
member of the Audit Committee has recent and relevant
financial experience. The Chair is a chartered accountant
with experience in corporate finance.
Only members of the Committee have the right to attend
and vote at Committee meetings. However, the Audit
Committee may invite anyone to attend Committee
meetings at its discretion and representatives of the
external Auditor are invited to attend as necessary. The
Audit Committee Report is set out on page 136.
Management Engagement and Remuneration
Committee (“MERC”)
The MERC comprises the Independent Directors and is
chaired by Ms Larizadeh. It meets at least once a year, or
more often if required. The Chairman of the Company is a
member of the MERC.
Only members of the Committee have the right to attend
and vote at Committee meetings. However, the Committee
may invite anyone to attend at its discretion. The MERC
Report is set out on page 146.
Nomination Committee
The Nomination Committee comprises the Independent
Directors and is also chaired by Ms Larizadeh. The
Nomination Committee meets at least once a year, or
more often if required. The Chairman of the Company is a
member of the Nomination Committee.
Only members of the Committee have the right to attend
and vote at Committee meetings. However, the Committee
may invite anyone to attend at its discretion. The
Nomination Committee Report is set out on page 142.
Management of Risk and Internal Controls
The Board has overall responsibility for the Company’s
systems of internal controls and for reviewing their
effectiveness, ensuring that risk management and control
processes are embedded in day-to-day operations.
The Board has established an ongoing process for
identifying, evaluating, and managing significant risks with
the aim of helping to safeguard the Company’s assets.
The Board exercises its oversight of financial, reporting,
compliance, operational and overall risks by relying on
regular reporting on performance and other management
information from the Asset Manager and Investment Adviser.
These procedures are designed to manage rather than
eliminate risk. The Board manages risks as set out below:
• the Board, through the Audit Committee, will conduct a
risk and control assessment at least on an annual basis,
including a review of the internal controls procedures of
the Company’s principal third-party service providers;
• the responsibilities for the investment management, asset
management, accountancy and depositary functions are
segregated, and the procedures of the third-party service
providers are designed to safeguard the Company’s assets;
• the Board is kept regularly updated by each of the Asset
Manager and Investment Adviser outside of scheduled
Board meetings and each provides reports at each meeting
of the Board; and
• under the terms of the Asset Management Agreement
between the Company and the Asset Manager, Board
approval is required for purchases of property exceeding
£15 million in value and for disposals exceeding £15 million
in value.
Details of the Company’s internal control and risk
management systems in relation to the financial
consolidation reporting process can be found on page 140.
Regular risk assessments and reviews of internal controls
are undertaken in the context of the Company’s overall
investment objective by the Board, through the Audit
Committee.
A risk matrix has been produced against which the risks
identified and the controls in place to mitigate those risks
are monitored. The risks are assessed on the basis of the
likelihood of them happening, the impact on the business if
they were to occur and the effectiveness of the controls in
place to mitigate them. This risk register is reviewed by the
Audit Committee every six months. The principal risks that
have been identified by the Board are set out on pages 60
to 72.
The Board reviews financial information produced by the
Investment Adviser and the Sub-Administrator on a regular
basis.
Most functions for the day-to-day management of the
Company are sub-contracted, and the Directors therefore
obtain regular assurances and information from principal
third-party suppliers regarding the internal systems and
controls operated in their organisations. In addition, each
of the Company’s material third parties, excluding the Asset
Manager and Investment Adviser, provides a copy of its
report on internal controls each year, which is reviewed by
the Audit Committee.
The Audit Committee Chair, on behalf of the Audit
Committee, meets with representatives of the Asset
Manager and Investment Adviser to discuss and review
their internal controls. The Depositary provides depositary
services under the AIFMD to the Company and reports on
an annual basis to the Company, in addition to quarterly
reports, on its specific monitoring of cash transactions and
asset verification.
Taking into account the principal and emerging risks
provided on pages 60 to 72 and the ongoing work of the
Audit Committee in monitoring the risk management and
internal control systems on behalf of Board, the Directors:
• are satisfied that they have carried out a robust assessment
of the emerging and principal risks facing the Group; and
• have reviewed the effectiveness of the risk management
and internal controls systems and no significant failings
were identified.
By order of the Board:
MUFG Corporate Governance Limited
Company Secretary
24 March 2025
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
134
135
AUDIT COMMITTEE REPORT
I am pleased to present the Audit Committee Report
for the year ended 31 December 2024, which
provides an overview of our activities and our role
in ensuring the integrity of the Group’s published
financial information and the effectiveness of its risk
management, controls and related processes.
The Audit Committee is a Board Committee with
governance responsibilities that include the oversight
of financial disclosures and corporate reporting, and
it is therefore important that the Committee operates
effectively and efficiently. The Committee meets at least
three times annually.
Audit Committee Composition
During the year under review, the membership of the Audit
Committee comprised the Independent Directors. None of the
members of the Committee are connected to either the Asset
Manager, the Investment Adviser, or the Auditor. For the
year under review, the Committee considered it beneficial
to have the Chairman of the Company, Mr McGrath, as
a member of the Committee as he was independent on
appointment and provided significant input into Audit
Committee meetings.
With Mr McGrath having left the Company on 18 March
2025 following the end of his nine-year tenure, his
successor, David Hunter joined the Audit Committee on 2
January 2025, being the same date as his appointment to
the Board. Mr Hunter was independent on his appointment
to the Board and his experience and knowledge will provide
a significant contribution to Committee deliberations. The
Board therefore believe it is appropriate for him to be a
member of the Committee, despite his role as Chairman
of the Board. Mr Daniel Taylor was a member of the
Committee until his resignation on 15 October 2024.
I am a qualified accountant, a Fellow of the Institute of
Chartered Accountants in England and Wales. The Board
and I consider that the Committee members, individually
and collectively, are independent and appropriately
experienced and that I have an appropriate level of recent
and relevant financial experience to discharge my duties as
Audit Committee Chair.
Role of the Audit Committee
The principal duties of the Audit Committee, as outlined
in its terms of reference and which are available on the
Company’s website, are:
Financial Reporting
• to review the content and integrity of the Annual and
Half-Yearly Financial Statements and preliminary results
announcements of the Company;
• to review and report to the Board on any significant
financial reporting issues and judgements, having regard
to any matters communicated to it by the Auditor; and
• to review the contents of the Annual Report and audited
financial statements and to advise the Board on whether,
taken as a whole, the report is fair, balanced and
understandable and provides shareholders with sufficient
information to assess the Company’s position and
performance, business model and strategy.
Risk Management and Control
• to keep under review the adequacy of the Company’s
Asset and Investment Adviser and third-party service
providers’ internal controls and risk management
systems;
• review the Company’s risk register, including significant
and emerging risks;
• to assess the prospects of the Company for the next
twelve months and consider its longer-term viability; and
• regularly review the need for an internal audit function.
External Audit
• to manage the relationship with the Company’s external
Auditor, including reviewing the Auditor’s remuneration,
re-appointment, terms of engagement, objectivity
and independence and performance, and make
recommendations to the Board as appropriate;
• to review the policy on the engagement of the Auditor
to supply non-audit services and the fees paid for such
services;
• to safeguard the Auditor’s independence and objectivity,
providing a forum through which the Auditor may report
to the Board.
External Property Valuation
• to review the quality and appropriateness of the half-year
and full-year external valuations of the Group’s property
portfolio.
Other
• to review the Committee’s terms of reference and
evaluate its performance; and
• to report and evaluate to the Board on how it has
discharged its responsibilities. The Audit Committee
reports and makes recommendations to the Board, as
appropriate.
Frances Daley
Audit Committee Chair
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
137
136
AUDIT COMMITTEE REPORT CONTINUED
Meetings
The Audit Committee met on three occasions during the year
under review (and once post the year end to consider the
Auditors findings report and the Financial Statements).
Attendance at the scheduled meetings during the year was
as follows:
Matters Considered by the Audit Committee
in the Year
At these meetings, the Audit Committee has:
• reviewed the internal controls and risk management
systems of the Company and its key third-party service
providers;
• reviewed financial results;
• reviewed and, where appropriate, updated the Company’s
Financial Position and Prospects Procedures; reviewed the
Group’s banking arrangements;
• reviewed the assessment of the Company’s prospects and
viability made by the Investment Adviser for the next three
years which formed the basis for the viability statement
(see page 73);
• agreed the audit plan with the Auditor, including the
principal areas of focus, and agreed the audit fee;
• reviewed the half-year and annual valuation reports from
Colliers International Property Consultants Limited (trading
as Colliers);
• reviewed whether an internal audit function would be of
value;
• received and discussed with the Auditor their report on the
results of the audit;
• reviewed the provision of non-audit services by the Auditor
and reviewed the Auditor’s independence;
• made recommendations to the Board regarding the
reappointment of the Auditor; and
• reviewed the Group’s Financial Statements and advised the
Board accordingly.
The Administrator and the Investment Adviser update
the Audit Committee on changes to accounting policies,
legislation and best practice and areas of significant
judgement undertaken by the Investment Adviser.
Significant Matters Considered by the Audit
Committee
The Committee considered the following key matters in
relation to the Company during the period:
Property Portfolio Valuation
The Committee recognises that the valuation of the
properties within the Company’s portfolio is central to the
Company’s business and that errors could have a material
impact on the Company’s net asset value. Properties were
independently valued by specialist third-party service
provider Colliers at the year end. Furthermore, as part
of the annual independent audit process, the Company’s
Auditor, RSM UK Audit LLP, carries out an assessment of
the property portfolio valuation provided by Colliers which
includes using their own expert, providing the Committee
further comfort that property valuations are materially
accurate.
The valuations are prepared in accordance with the
appropriate sections of the RICS Professional Standards,
RICS Global Valuation Practice Statements, RICS Global
Valuation Practice Guidance-Applications and United
Kingdom Valuation Standards contained within the RICS
Valuation-Professional Standards 2014. The valuations are
compliant with International Valuation Standards.
The Asset Manager has held open discussions with the
valuers throughout the year on the valuation process to
discuss and challenge various elements of the property
valuations. The Auditor also meets with the independent
property valuer as part of the audit process to discuss and
challenge their approach and findings. The Auditor has
also engaged its own independent expert to consider the
valuation.
The Committee reviewed the Colliers half-year valuation
as at 30 June 2024 and, since the year end, the Committee
has considered the year-end valuation report. It discussed
the year-end report with representatives of Colliers and
the Asset Manager. The Committee was satisfied with
the valuation report. The performance of the Company’s
valuers is assessed on an annual basis by the MERC, as set
out in their report on page 146.
Capital Raising and Repayment of £50m Retail Bond
The Committee routinely evaluates the Company's
leverage position and regularly reviews funding options
with a focus on reducing the weighted average cost
of capital and extending the weighted average debt
maturity. During the year under review, the Committee
closely monitored and discussed progress made on
the Company's debt refinancing options to repay the
£50 million retail bond, which led to the successful
completion of the £110.5 million capital raise in July
2024. This significantly bolstered the Company’s capital
strength compared to the previous financial year and
substantially mitigated associated risks, notably through
the subsequent repayment of the £50 million Retail Bond.
Going Concern and Long-Term Viability of the
Company
The Directors closely monitor the ability of the Group
to continue in operational existence by monitoring the
Group’s cash resources, rental income, acquisition,
and disposals of investment properties, elective and
committed capital expenditure, dividend distributions and
the borrowing facilities and the respective maturities.
The Board and Audit Committee have performed an
assessment of whether the Group would be able to
continue as a going concern for at least twelve months
from the date of the annual consolidated financial
statement. The Directors considered the financial position,
expected future performance of the operations, the debt
facilities and debt service requirements, the working
capital and capital expenditure commitments and
forecasts.
The Audit Committee also considered the longer-term
viability statement within the Annual Report for the
year ended 31 December 2024, covering a three-year
period, and the underlying factors and assumptions
which contributed to the Committee deciding that three
years was an appropriate length of time to consider the
Company’s long-term viability.
Further information can be found on the going concern
and viability statement on page 73.
External Auditor
The Audit Committee has primary responsibility for
overseeing the relationship with the external Auditor, RSM
UK Audit LLP. This includes assessing their performance,
effectiveness, and independence annually and
recommending to the Board their reappointment or removal.
The Company complied throughout the year ended 31
December 2024 with the provisions of the Statutory Audit
Services Order 2014, issued by the Competition and Markets
Authority (“CMA Order”).
RSM UK Audit LLP has been Auditor to the Company since
listing on 6 November 2015. In accordance with professional
guidelines on rotation of audit partners, Alan Aitchison
has served as the lead audit partner since starting with
the interim results for the period ended 30 June 2020. In
accordance with the requirements of the CMA order, the
Company will conduct a competitive audit tender no later
than in respect of financial year ending 31 December 2025.
There are no contractual obligations that would restrict
the Audit Committee from selecting an alternative external
Auditor.
Each year, the Audit Committee monitors and reviews the
effectiveness of the external audit process, and undertakes
a detailed review of the audit plan and the audit results
report and makes recommendations to the Board on the
re-appointment, remuneration and terms of engagement of
the Auditor.
Working with the Auditor
Each year, the Audit Committee meets with the lead audit
partner before the annual results are prepared to discuss
the scope of the audit plan, with a particular focus on risk
and materiality. The external Auditor further meets with
the Audit Committee post the year end audit work being
completed to discuss the findings of the external audit and
to consider and evaluate any findings. To facilitate further
open dialogue and assurance, the Audit Committee holds
a private session with the Auditor without members of the
Asset Manager and Investment Adviser being present.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
138
139
Scheduled Audit
Committee Meetings
Member
Number of
meetings
entitled
to attend
Number
attended
Frances Daley
(Chair)
3
3
Massy Larizadeh
3
3
Kevin McGrath
3
3
Daniel Taylor
3
3
AUDIT COMMITTEE REPORT CONTINUED
Financial Reporting
It is a principal responsibility of the Audit Committee to
review and report to the Board on the Group’s financial
statements, including the Preliminary Statement, the Annual
Report and Half-Year Report. When conducting its reviews,
the Committee considers the overall requirement that the
financial statements present a “true and fair view” of the
Company’s accounting policies and significant financial
judgements. We are pleased to advise the Board that the
2024 Annual Report and the audited Financial Statements
taken as a whole are fair, balanced and understandable and
provide the necessary information for our shareholders to
assess the Company’s position and performance, business
model and strategy.
Internal Controls and Risk Management
Systems
On an annual basis, the Audit Committee reviews the internal
controls and risk management systems of the Company’s
key third-party service providers. No significant matters
of concern were raised. The Audit Committee Chair also
meets annually with representatives of each of the Asset
Manager and Investment Adviser to discuss and review their
internal controls and compliance. There were no significant
matters of concern identified from these meetings. The Audit
Committee has reviewed and updated, where appropriate,
the risk matrix. This is done on a six-monthly basis. The
Company’s principal risks and uncertainties are set out on
pages 60 to 72.
Governance
During the year under review, and in addition to work
described above, the Committee also devoted time to
governance, monitoring the latest developments and
reviewing whether any changes to its processes and
procedures will be necessary for the Company to comply
with the upcoming changes to reporting on the review
and effectiveness of internal controls. From 1 January
2026, Provision 34 of the AIC Corporate Governance Code
will require that, in addition to monitoring and reviewing
the Company’s risk management and internal controls
framework, the Board will also need to report on, in more
detail, how that is carried out; the Directors will also need
to make a declaration to shareholders on the effectiveness
of the material controls, and describe any that have not
operated effectively at the end of our financial year. The
Committee is considering these coming changes and will
report in more detail on any changes we might introduce to
prepare for these enhancements to current reporting.
Internal Audit Function
The Company does not have an internal audit function as,
substantially, all its day-to-day operations are delegated to
third parties, all of whom have their own internal control
procedures. The Audit Committee discussed whether it
would be appropriate to establish an internal audit function
and agreed that the existing system of monitoring and
reporting by third parties remains appropriate and sufficient.
Annual Review of the External Auditor
The Audit Committee has undertaken a review of the
effectiveness of the external audit process and considered
the reappointment of the Auditor. The review comprised,
amongst other factors, the quality of the staff, including
the performance of the lead audit partner, the competence
and expertise of the audit team, the resources, and
communication between the audit team and the Asset
Manager and Investment Adviser.
Any concerns with the effectiveness of the external audit
process would be reported to the Board. No concerns were
raised in respect of the year ended 31 December 2024
and the Audit Committee concluded that the quality of the
external Auditor’s work, and the knowledge and competence
of the audit team, had been maintained at an appropriate
standard during the year.
Audit Fees and Non-Audit Services
An audit fee of £110,000 was agreed in respect of the audit of
the Company for the year ended 31 December 2024 (2023:
£105,000). The Group’s audit fees for the year ended 31
December 2024 totalled £256,650 (2023: £239,000).
To help safeguard the external Auditor’s independence
and objectivity, the Audit Committee has a policy on the
engagement of the Auditor to supply non-audit services,
considering the recommendations of the Accounting
Practices Board. The scope and nature of all non-audit work
to be carried out by the Auditor must be approved by the
Audit Committee in advance and such approval will not be
granted in circumstances where it is considered that the
nature or cost of the work could interfere with the external
Auditor’s independence.
The Auditor provided non-audit services in respect of agreed-
upon procedures on the Group’s interim financial statements
for the period ended 30 June 2024. The fee charged for this
service was £32,500 (2023: £31,000). The Audit Committee
considered this service to be closely aligned to the role as
Auditor. Non-audit services amounting to £150,000 were also
provided by RSM UK Corporate Finance LLP, a related party
of the audit firm, during the year to 31 December 2024 (31
December 2023: £nil), for Corporate Finance work related to
the Share Issue.
Independence and Objectivity of the Auditor
The Audit Committee has considered the independence
and objectivity of the Auditor and has conducted a review
of non-audit services which the Auditor has provided during
the year under review. The Audit Committee receives an
annual assurance from the Auditor that its independence is
not compromised by the provision of non-audit services and
that it maintains appropriate internal safeguards in line with
applicable professional standards.
In evaluating the performance of the Auditor, the Audit
Committee considered the effectiveness of the audit process,
taking consideration of the quality of delivery, staff expertise,
audit fees and the Auditor’s independence, along with
matters raised during the audit.
Having considered the Auditor’s independence in respect of
the year under review, the Audit Committee is satisfied with
the Auditor’s performance, objectivity, and independence.
The Audit Committee reviews the continuing appointment of
the Auditor on an annual basis and regularly considers the
Auditor’s fees and independence, along with matters raised
during each audit.
Auditor Appointment
Following consideration of the performance of the Auditor,
the service provided during the year and a review of their
independence and objectivity, the Audit Committee has
recommended to the Board the continued appointment of
RSM UK Audit LLP as the Company’s external independent
Auditor. As noted above, the Board will run a tender process
during the financial year to 31 December 2025 and may
appoint a replacement auditor during the year.
Committee Effectiveness
During the year, the Board carried out an internally facilitated
evaluation of its performance and that of its Committees.
This evaluation confirmed that the Audit Committee
continued to operate at an appropriate standard.
Frances Daley
Audit Committee Chair
24 March 2025
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
140
141
NOMINATION COMMITTEE REPORT
I am pleased to present our Nomination Committee
Report for the year ended 31 December 2024, which
provides an update on the Committee’s activities
through the year.
Role of the Nomination Committee
The role of the Nomination Committee is to undertake the
formal process of reviewing the balance, effectiveness, and
diversity of the Board and to consider succession planning,
identifying the skills and expertise needed to meet the
future challenges and opportunities facing the Company,
and those individuals who might best provide them. As part
of ongoing succession planning, the Nomination Committee
ensures that all Board appointments are subject to a
formal, rigorous and transparent procedure.
The Nomination Committee, as and when necessary,
makes recommendations to the Board about the criteria
for future Board appointments and the methods of
selection. It also considers and reviews the appointment of
a Senior Independent Director, membership of the Board’s
Committees, and the re-appointment of those Directors
standing for re-election at AGMs.
In addition, the Nomination Committee is responsible for
assessing the time commitment required for each Board
appointment and ensuring that the present incumbents
have sufficient time to devote to their role, and for
reviewing the Directors’ performance review process.
Composition
The Nomination Committee membership consists solely
of the independent non-executive Directors and me as
Chair. Mr Daniel Taylor was a member of the Committee
until his resignation on 15 October 2024. The Committee is
required to meet at least once annually, and its quorum is
two members.
The Committee met on two occasions during the year.
Attendance at these scheduled meetings was as follows:
Matters considered by the Nomination
Committee during the year to
31 December 2024
Succession Planning
An important aspect of the Nomination Committee’s role
is to consider succession planning to ensure the orderly
replacement of Board members. Succession planning was
a key focus of the Committee for 2024 following its ongoing
assessment of the tenure of Board members. The Board
and Nomination Committee’s detailed succession plan was
put in place to implement a refresh of the Board whilst also
ensuring an orderly handover for the Chairman and the
Senior Independent Director.
Daniel Taylor, having reached the end of his nine-year
tenure, retired from the Board in October 2024, I succeeded
him as Senior Independent Director. On 24 October 2024,
Nicole Burstow joined the Board as a Non-Executive Director
representing Bridgemere Investments Limited, a significant
shareholder. The Committee and the Board consider that Ms
Burstow’s extensive career in financial services, together with
her commercial experience, will be of great benefit to the
Company.
Massy Larizadeh
Nomination Committee Chair
Scheduled Nomination
Committee Meetings
Member
Number of
meetings
entitled
to attend
Number
attended
Massy Larizadeh
(Chair)
2
2
Frances Daley
2
2
Kevin McGrath
2
2
Daniel Taylor
2
2
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
143
142
NOMINATION COMMITTEE REPORT CONTINUED
In October 2024, Kevin McGrath also reached the end of
his nine-year tenure as a Director. However, the Board
was of the view that it would be in the best interests of the
Company to extend Mr McGrath’s tenure to March 2025 to
ensure a successful conclusion of last year’s equity raise,
and subsequently assist the Board in its identification of his
successor and help ensure a smooth handover to the Chair
designate.
Fidelio Partners, an independent external search consultancy
with no connection to the Company, was engaged to
assist with the search criteria for candidates to replace Mr
McGrath as Chair. The search criteria included a preference
for a diverse range of candidates, with strong experience
in regional commercial property investments or extensive
operational property experience, the ability to build positive
relationships and engage with multiple stakeholders and
have a sound understanding of Corporate Governance duties
and expectations as a Chair of a listed company.
After a thorough search process and due consideration,
David Hunter was appointed to the Board with effect from
2 January 2025, being the strongest candidate with relevant
knowledge, qualifications, and experience. Mr Hunter
replaced Mr McGrath as Chairman in March 2025 after the
successful completion of their handover period.
Mr Stephen Inglis, a non-executive director, reached the end
of his nine-year tenure on 15 October 2024. However, the
board believes that Mr Inglis makes an important and unique
contribution to meetings of the Board and consistently
demonstrates independence, objectivity, and commitment
which is beneficial to the Company. The Directors consider
that it is in the best interests of the Company for Mr Inglis to
remain on the Board at this time.
Board Diversity
The Board’s policy on diversity is to ensure that the Directors
have a broad range of experience, skills and knowledge,
with diversity of thinking, background and perspective.
Appointments to the Board are made on merit against
objective criteria, having regard to the benefits of diversity
and the current and future needs of the business and the
other factors set out in the AIC Code and the UK Listing Rules.
Diversity, including, but not limited to, gender, social
background, ethnicity, age, sexual orientation, disability and
professional and industry specific knowledge, is an important
consideration in ensuring that the Board and its committees
have the right balance of skills, experience, independence, and
knowledge necessary to discharge their responsibilities. The
Board notes the FCA targets on diversity on company boards:
a. At least 40% of individuals on the Board to be women.
b. At least one senior Board position to be held by a woman;
and
c. At least one individual on the Board to be from a minority
ethnic background.
The Company has met or exceeded the above
recommendations during the year, having 60% women on
the Board, a senior position held by a woman (the Senior
Independent Director) and at least one person from a
minority ethnic group as at 31 December 2024.
In accordance with UK Listing Rule 6 Annex 1, the below
tables, in prescribed format, show the gender and ethnic
background of the Directors at the date of this Report. The
data was collected through self-reporting by the Directors.
Gender identity
or sex
Number
of Board
members
Percentage
on the
Board
Number
of senior
positions
on the
Board
Men
2
40%
1
Women
3
60%
1
Not specified/
prefer not to say
-
-
-
Ethnic
background
Number
of Board
members
Percentage
on the
Board
Number
of senior
positions
on the
Board
White British
or White other
(including
minority white
groups)
4
80%
1
Mixed/ Multiple
ethnic groups
-
-
-
Asian/ Asian
British
-
-
-
Black/ African/
Caribbean/
Black British
-
-
-
Other ethnic
group, including
Arab
1
20%
1
Not Specified/
Prefer not to say
-
-
-
Massy Larizadeh
Nomination Committee Chair
24 March 2025
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
144
145
Board Performance
As detailed on page 132, the Committee reviewed the results
of the Board Performance Review.
Election and Re-election of Directors
Ms Burstow and Mr Hunter, having been appointed Directors
since the last AGM will stand for election at the Company’s
AGM in 2025 and all other Directors will stand for re-election.
The Committee and the Board have concluded that each
Director standing for election and re-election continues
to demonstrate the necessary skills, experience, and
commitment to contribute effectively and add value to the
Board. Biographies of each Director are available on pages
106 to 109. It is the Committee’s and the Board’s view that
the Directors’ biographies illustrate why each Director’s
contribution is, and continues to be, important to the
Company’s long-term sustainable success.
Committee Effectiveness
During the year, the Board carried out an internally facilitated
evaluation of its performance and that of its Committees.
This evaluation confirmed that the Nomination Committee
continued to operate at a high standard.
MANAGEMENT ENGAGEMENT AND
REMUNERATION COMMITTEE REPORT
I am pleased to present the Management
Engagement and Remuneration Committee Report
for the year ended 31 December 2024.
Role of the Management Engagement and
Remuneration Committee ("MERC")
The principal duties of the MERC are:
• to recommend and monitor the appropriateness
of the ongoing appointment of the Asset Manager
and Investment Adviser of the Company and make a
recommendation to the Board thereon;
• to recommend and monitor the appropriateness of the
level of fees of the Asset Manager and Investment Adviser
and make a recommendation to the Board thereon;
• to recommend and monitor the appropriateness of the
ongoing appointment of third-party service providers and
make a recommendation to the Board thereon;
• to monitor and agree the level and structure of
remuneration of the Directors of the Company;
• to authorise the policy for authorising claims for expenses
from the Directors; and
• to select, appoint and set the terms of any remuneration
consultant who advises the Committee.
Composition and Meetings
The MERC consists solely of the independent non-executive
Directors including me as Chair and met once during the
year under review. Mr Daniel Taylor was a member of
the Committee until his resignation on 15 October 2024.
In accordance with its Terms of Reference, the MERC is
required to meet at least once annually.
Attendance at these meetings was as follows:
Massy Larizadeh
Management Engagement and Remuneration
Committee Chair
Scheduled MERC Meetings
Member
Number of
meetings
entitled
to attend
Number
attended
Massy Larizadeh
(Chair)
1
1
Frances Daley
1
1
Kevin McGrath
1
1
Daniel Taylor
1
1
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
147
146
Activities During the Year
The Board keeps the performance of the Asset Manager
and Investment Adviser under continual review. In addition,
in accordance with the requirements of the AIC Code, the
MERC reviews the performance of the Asset Manager's and
Investment Adviser's obligations under their respective
Asset Management and Investment Management
Agreements and considers the need for any variation to
the terms of these Agreements on an annual basis. The
Committee then makes a recommendation to the Board
about the continuing appointment of the Asset Manager
and Investment Adviser under the terms of their respective
Agreements.
When periodically reviewing the terms of the management
agreements, the Committee also considers the
remuneration arrangements and the methodology
underpinning the annual management and performance
fees.
On a regular basis, the Board reviews the acquisition
and disposal decisions made by the Asset Manager. To
ensure open and regular communication between the
Asset Manager, Investment Adviser and the Board, a
representative of the Asset Manager, Mr Inglis, has been
appointed to the Board and consequently attends all
Board meetings. The Asset Manager provides regular
updates to the Board on the Company’s assets and the
property market generally. The Investment Adviser provides
regular updates to the Board on the Company’s financial
performance.
During the year under review, the MERC considered the
ongoing appointment of the Company’s other third-
party service providers and was satisfied both with the
effectiveness of the performance of these providers,
and the added value in respect of those services. The
Committee recommended to the Board that all third-party
service providers be retained.
In addition, the Investment Adviser undertakes continual
review of the competitiveness of the fees of the Company’s
service providers and advises the MERC as appropriate.
The MERC also considered the remuneration of the
independent non-executive Directors, details of which
can be found in the Remuneration Report on page 150.
No individual was involved in discussions about their own
remuneration.
Remuneration Advisers
The Company has not sought the advice or service by
any outside persons or consultants in respect of the
consideration of Directors’ remuneration.
Committee Effectiveness
During the year, the Board carried out an internally
facilitated evaluation of its performance and that of its
Committees. This evaluation confirmed that the MERC
continued to operate at a high standard.
Massy Larizadeh
Management Engagement and Remuneration
Committee Chair
24 March 2025
MANAGEMENT ENGAGEMENT AND REMUNERATION COMMITTEE REPORT CONTINUED
ANNUAL REPORT AND ACCOUNTS 2024
148
149
300 Bath Street, Glasgow
300 Bath Street, Glasgow
REGIONAL REIT
DIRECTORS’ REMUNERATION REPORT
Massy Larizadeh
MERC Chair
Statement from the Chair
This report has been prepared in accordance with the relevant requirements of the
UK Listing Rules. The MERC comprises the Independent Directors of the Company.
As at 31 December 2024 and the date of this report, the Board consists entirely of non-
executive Directors and the Company has no employees. The MERC reviews Directors’
fees on an annual basis. During the year under review, the MERC reviewed the level
of Directors’ remuneration, having regard to the level of activity of the Company, its
financial results, market rates generally and the time commitment and responsibilities
required of each Director. As a result of this review, the MERC decided not to make any
changes to the Directors’ remuneration.
The remuneration of the Directors was last increased on 1 April 2022 by 5%. No change
has been proposed to the Directors' remuneration for the year ending 31 December
2024. Directors’ fees remain within the approved maximum aggregate amount set out
in the Company’s Articles of Incorporation of £400,000 in any financial year.
The MERC ensured that the level of remuneration remained aligned to the
performance of the Company and will take into consideration the views of
shareholders on Directors’ remuneration. The MERC has not been provided with any
advice or services by any person or organisation in respect of its consideration of
the Directors’ remuneration. The MERC consults industry benchmarks for Directors’
remuneration to ensure that remuneration is competitive in the marketplace with
regard to its size and levels of activity expected of Directors.
As Chair of the Management Engagement and Remuneration Committee (“MERC”) and on
behalf of the Board, I am pleased to present the Directors’ Remuneration Report for the
year ended 31 December 2024.
Directors’ Remuneration
The Directors are entitled to receive fees for their services,
as determined within the limits set out in the Company’s
Articles of Incorporation. The level of remuneration
has been set to reflect the experience and expertise
of the Board as a whole, determined with reference to
comparable organisations and appointments. The fee for
any new Director appointed will be determined on the
same basis.
I receive no additional remuneration for my role as
Senior Independent Director or as chair of the MERC and
Nomination Committee. Ms Daley receives additional
remuneration for her role as chair of the Audit Committee
to reflect the more onerous role.
Mr Inglis has waived his right to receive remuneration
from the Company due to his position as Head of the
Asset Manager. Ms Burstow's remuneration is paid to her
employer Bridgemere Investments Limited. Ms Burstow
was appointed as a Non-Executive Director of the Company
as a representative of significant shareholder, Bridgemere
Investments Limited.
The Directors may be paid all reasonable travel, hotel and
other out-of-pocket expenses properly incurred by them
in attending Board or committee meetings or general
meetings, and all reasonable expenses properly incurred
by them seeking independent professional advice on any
matter that concerns them in the furtherance of their duties
as a Director. None of the Directors claimed any expenses
during the year.
None of the Directors has a service contract, but letters of
appointment setting out the terms of their appointment are
in place. Copies of the letters of appointment are available
for inspection at the Company’s registered office address
and will be made available to view at the AGM.
Additional Remuneration
There are no performance conditions attaching to the
remuneration of the Directors as the Board does not
believe that this is appropriate for non-executive Directors.
Directors are not eligible for bonuses and do not receive
pension benefits, long-term incentive schemes or Share
options or any other non-statutory benefits or incentives.
Directors’ & Officers’ Liability Insurance is maintained and
paid for by the Company on behalf of the Directors. No
Director is entitled to any other monetary payment or any
assets of the Company. The same principles will apply to
any new Director appointments.
No additional remuneration was paid to the Directors
during the year.
Payment for Loss of Office and Payments to
Past Directors
Compensation will not be made upon early termination of
appointment. No payment has been made to any former
Director for loss of office and there were no payments for
past Directors in the year ended 31 December 2024 (31
December 2023: none).
Remuneration Consultants
The Group did not engage the services of an external
remuneration consultant during the period under review.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
150
151
DIRECTORS’ REMUNERATION REPORT CONTINUED
Total Director Remuneration (audited)
The remuneration paid to the Directors as fees for their
services during the year is set out in the table below:
The basic fee payable to Directors in respect of the year
ended 31 December 2024 and the expected fees payable in
respect of the year ending 31 December 2025 are set out in
the table below:
Directors’ Shareholdings
Neither the Company’s articles of incorporation nor the
Directors’ letters of appointment require a Director to own
shares in the Company. Any shares held by the Directors
and their connected persons have been bought on the
open market. Details of the Directors’ interests in shares are
provided on page 112.
Shareholder Engagement
The Company is committed to ongoing shareholder dialogue
and any views expressed by shareholders on the fees being
paid to Directors would be taken into consideration by the
MERC in the annual review of Directors’ fees.
On behalf of the Board
Opinion
We have audited the financial statements of Regional
REIT Limited (the ‘parent company’) and its subsidiaries
(the ‘group’) for the year ended 31 December 2024 which
comprise the consolidated statement of comprehensive
income, consolidated statement of financial position,
consolidated statement of changes in equity, consolidated
statement of cash flows and notes to the financial
statements, including significant accounting policies. The
financial reporting framework that has been applied in their
preparation is applicable law and UK-adopted International
Accounting Standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the group’s affairs
as at 31 December 2024 and of the group’s loss for the
year then ended;
• are in accordance with UK-adopted International
Accounting Standards; and
• comply with the requirements of The Companies
(Guernsey) Law, 2008.
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 in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as
applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for
our opinion.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the group
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those
which had the greatest effect on the overall audit strategy,
the allocation of resources in the audit and directing the
efforts of the engagement team. These matters were
addressed in the context of our audit of the group financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
Director
Fees paid to
31 December 2024
Fees paid to
31 December 2023
Percentage change
from 2023 to 2024
Kevin McGrath (Chair)
£77,000
£77,000
0%
Nicole Burstow1
£10,369
-
-
Frances Daley
£57,500
£57,500
0%
Stephen Inglis
-
-
-
Massy Larizadeh
£55,000
£55,000
0%
Daniel Taylor2
£43,337
£55,000
-
William Eason3
-
£22,353
-
Aggregate:
£243,206
£266,853
Expected annual
fees for the year
to 31 December
2025
Annual fees
for the year to
31 December
2024
Chairman
£77,000
£77,000
Non-executive
Directors
£55,000
£55,000
Audit Committee
Chair
£57,500
£57,500
Total
remuneration paid
to Directors
£244,500
£244,500
Massy Larizadeh
Management Engagement and Remuneration
Committee Chair
24 March 2025
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF REGIONAL REIT LIMITED
Summary of our audit approach
Key audit matters
Group
• Valuation of Investment Property
Materiality
Group
• Overall materiality: £9,000,000 (2023: £9,380,000)
• Performance materiality: £6,750,000 (2023: £7,030,000)
Scope
Our audit procedures covered 90% of revenue, 99% of total
assets and 97% of profit before tax.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
152
153
1 Appointed on 24 October 2024. Remuneration invoiced by Ms Burstow's employer, Bridgemere Investments Ltd.
2 Resigned on 15 October 2024
3 Resigned on 25 May 2023
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF REGIONAL REIT LIMITED CONTINUED
Investment Properties
Key audit matter description
This is detailed in the Audit Committee report on pages 138 to 139; note 3.1.1 of the
significant accounting judgements and estimates on page 172; note 4.5 of the significant
accounting policies on page 175; note 14 of the notes to the financial statements on
page 184 to 187.
The Group owns or controls through a portfolio of Special Purpose Vehicles (SPV’s) a
portfolio of investment properties which include office, industrial and retail properties.
The total valuation of the portfolio at 31 December 2024 was £622.5million (2023:
£700.7million). These properties are diversified across the UK with a wide geographical
spread.
The Directors’ assessment of the value of the investment properties at the year-end
date is considered a key audit matter due to the magnitude of the total amount, the
potential impact of the movement in value on the reported results, and the subjectivity
and complexity of the valuation process.
The valuation is carried out by external valuers, Colliers International Property
Consultants, in line with the methodology set out in note 3.1.1.
How the matter was
addressed in the audit
We audited the independent valuation of investment properties to evaluate whether
they had been prepared on a consistent basis for all properties and in accordance
with Royal Institution of Chartered Surveryors standards and are considered to be
appropriate and correctly recorded in the consolidated financial statements in line with
the financial reporting framework. We assessed the external valuers’ qualifications
and expertise and considered their terms of engagement, we also considered their
objectivity and any other existing relationships with the group and concluded that there
was no evidence that the valuers’ objectivity had been compromised. We specifically
enquired of any challenge that had been made on their valuation report from parties
related to the Group.
We engaged a property valuation specialist, as our auditor’s expert, and based on our
initial discussions we identified 45 properties for detailed testing based on a sample
of the individually material properties, or where the current year valuation movement
fell outwith current market expectations or the yield fell outwith expectations from our
overall review of the portfolio.
We discussed and challenged the valuation of 25 of these properties with the
valuer directly. The valuer demonstrated a detailed knowledge of each property,
the geographical location, the tenant status and the overall asset desirability. We
corroborated the additional information provided to support these movements.
In addition, our auditor’s expert carried out a review of the valuations for the remaining
20 properties. Our expert considered the specific inputs to these valuations and also
considered the comparable transaction evidence that was used by management’s
expert in preparing their valuation.
We tested a sample of the inputs used by the valuer and ensured these reflected the
correct inputs for a sample of properties.
We audited the accuracy and completeness of the disclosures in the financial
statements.
Key observations
We concluded that the fair values of the investment properties being adopted by the
group were appropriate.
Group
Overall materiality
£9,000,000 (2023: £9,380,000)
Basis for determining overall materiality
1.2% (2023: 1.2%) of Total Assets
Rationale for benchmark applied
Total assets was used as a benchmark as it was assessed that the
shareholders will be primarily interested in the growth in the value of
property, represented by the property valuation.
Performance materiality
£6,750,000 (2023: £7,030,000)
Basis for determining performance
materiality
75% of overall materiality
Materiality levels for those classes of
transactions where materiality levels are
lower than overall materiality
The statement of comprehensive income was tested to the lower
Performance Materiality figure of £1,440,000 (2023: £1,710,000) to ensure
adequate coverage of these values. This has been calculated as 4.0% (2023:
4.0%) of Operating profit before gains and losses on property assets and
other investments.
Reporting of misstatements to the Audit
Committee
Misstatements in excess of £450,000 (2023: £469,000) and misstatements
below that threshold that, in our view, warranted reporting on qualitative
grounds.
Our application of materiality
When establishing our overall audit strategy, we set certain
thresholds which help us to determine the nature, timing and
extent of our audit procedures. When evaluating whether
the effects of misstatements, both individually and on the
financial statements as a whole, could reasonably influence
the economic decisions of the users we take into account the
qualitative nature and the size of the misstatements. Based
on our professional judgement, we determined materiality as
follows:
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
154
155
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF REGIONAL REIT LIMITED CONTINUED
An overview of the scope of our audit
The group consists of 59 components, located in the
following countries; Guernsey; Jersey; and the United
Kingdom.
The coverage achieved by our audit procedures was:
Full scope audits were performed for 11 components, with
14 components subject to specific audit procedures.
The specific audit procedures for 11 components
included the audit of the investment properties held
by those components and the change in fair value of
investment properties. The specific audit procedures
for 2 components included procedures on cash and
cash equivalents, and additionally on interest payable
for 1 of these. The specific audit procedures for the
final component included procedures on the derivative
financial instruments and net movement in fair value of
derivative financial instruments .
All audit work on the components was performed by RSM
UK Audit LLP with no work performed by other component
auditors.
Conclusions relating to going concern
In auditing the financial statements, we have concluded
that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements
is appropriate. Our evaluation of the directors’ assessment
of the group’s ability to continue to adopt the going
concern basis of accounting included:
• checking the integrity and accuracy of the cashflow
forecasts and covenant calculations prepared by
management;
• challenging management on the reasonableness of
the assumptions made in the forecasts particularly in
respect of; the non-payment of rent by tenants; the
drawdown of funds from existing bank facilities; the
headroom in banking covenants; and the ability to make
dividend payments;
• assessing the reasonableness of assumptions and
explanations provided by management to supporting
information, where available; and
• auditing the accuracy of disclosures made in the
financial statements in respect of going concern.
We have no key observations to make.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the group’s ability to continue as a
going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In relation to the entity reporting on how they have
applied the AIC Code of Corporate Governance, we have
nothing material to add or draw attention to in relation to
the directors’ statement in the financial statements about
whether the directors considered it appropriate to adopt
the going concern basis of accounting.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described in
the relevant sections of this report.
Other information
The other information comprises the information included
in the annual report, other than the financial statements
and our auditor’s report thereon. The directors are
responsible for the other information contained within the
annual report. Our opinion on the financial statements
does not cover the other information and we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit
or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Matters on which we are required to report
by exception
We have nothing to report in respect of the following
matters where The Companies (Guernsey) Law 2008
requires us to report to you if, in our opinion:
• proper accounting records have not been kept by the
parent company; or
• the financial statements are not in agreement with the
accounting records; or
• we have failed to obtain all the information and
explanations which, to the best of our knowledge and
belief, are necessary for the purposes of our audit.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
156
157
Full scope
Specific audit procedures
REVENUE
REVENUE
TOTAL
ASSETS
PROFIT
BEFORE TAX
90%
88%
76%
21%
11%
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF REGIONAL REIT LIMITED CONTINUED
Corporate governance statement
We have reviewed the directors’ statement in relation to
going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the parent
company’s compliance with the provisions of the AIC Code
of Corporate Governance specified for our review by the
Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements or our knowledge obtained
during the audit:
• Directors’ statement with regards the appropriateness
of adopting the going concern basis of accounting and
any material uncertainties identified set out on page
73;
• Directors’ explanation as to its assessment of the
group’s prospects, the period this assessment covers
and why this period is appropriate set out on page 73
to 74;
• Directors’ statement on whether it has a reasonable
expectation that the group will be able to continue in
operation and meets its liabilities set out on page 73;
• Directors’ statement on fair, balanced and
understandable set out on page 119;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on page 135;
• Section of the annual report that describes the review
of effectiveness of risk management and internal
control systems set out on page 135; and,
• Section describing the work of the audit committee set
out on page 137 to 141.
Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement set out on page 118, 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 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 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.
The extent to which the audit was considered
capable of detecting irregularities, including
fraud
Irregularities are instances of non-compliance with
laws and regulations. The objectives of our audit are to
obtain sufficient appropriate audit evidence regarding
compliance with laws and regulations that have a direct
effect on the determination of material amounts and
disclosures in the financial statements, to perform audit
procedures to help identify instances of non-compliance
with other laws and regulations that may have a material
effect on the financial statements, and to respond
appropriately to identified or suspected non-compliance
with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to
identify and assess the risk of material misstatement of
the financial statements due to fraud, to obtain sufficient
appropriate audit evidence regarding the assessed risks
of material misstatement due to fraud through designing
and implementing appropriate responses and to respond
appropriately to fraud or suspected fraud identified during
the audit.
However, it is the primary responsibility of management,
with the oversight of those charged with governance,
to ensure that the entity's operations are conducted in
accordance with the provisions of laws and regulations
and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement
in respect of irregularities, including fraud, the group audit
engagement team and component auditors:
• obtained an understanding of the nature of the
industry and sector, including the legal and regulatory
framework, that the group operates in and how the
group is complying with the legal and regulatory
framework;
• inquired of management, and those charged with
governance, about their own identification and
assessment of the risks of irregularities, including any
known actual, suspected or alleged instances of fraud;
and
• discussed matters about non-compliance with laws
and regulations and how fraud might occur including
assessment of how and where the financial statements
may be susceptible to fraud, having obtained an
understanding of the overall of the control environment.
All relevant laws and regulations identified at a Group level
and areas susceptible to fraud that could have a material
effect on the consolidated financial statements were
communicated to component auditors. Any instances of
non-compliance with laws and regulations identified and
communicated by a component auditor were considered
in our group audit approach.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
158
159
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF REGIONAL REIT LIMITED CONTINUED
Legislation / Regulation
Additional audit procedures performed by the Group audit
engagement team and component auditors included:
UK-adopted IAS; The Companies
(Guernsey) Law 2008; AIC Code of
Corporate Governance; and Listing and
Transparency Rules
Review of the financial statement disclosures and testing to supporting
documentation;
Completion of a disclosure checklist to identify areas of non-compliance.
Tax compliance; and UK REIT regulations
Tested REIT compliance tests completed by external tax advisor;
Input from an internal auditor’s expert was obtained regarding compliance
with the UK REIT regulations.
Land and building regulations;
Environmental policies and regulations;
Health and safety regulations
Discussed compliance and risk assessment procedures with the Asset
Manager and obtained a sample of risk assessment reports that are
prepared.
Risk
Audit procedures performed by the Group audit engagement team
and component auditors:
Management override of internal
controls
Testing the appropriateness of journal entries and other adjustments using
a data analytics tool to select a risk based sample;
Assessing whether the judgements made in making accounting estimates
are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are
unusual or outside the normal course of business.
Revenue recognition
Performing substantive analytical review to test the rental income that is
recognised and assessing whether this is recognised in accordance with
the latest signed tenancy agreements;
Testing a sample of tenancies to rental agreement; and
Testing the accuracy of disclosures made in the financial statements in
respect of revenue.
Investment property valuation
See the key audit matters section of this report for work performed on this
area.
The most significant laws and regulations were
determined as follows:
The areas that we identified as being susceptible to
material misstatement due to fraud were:
A further description of our responsibilities for the audit of
the financial statements is included in appendix 1 of this
auditor’s report. This description, which is located at page
163, forms part of our auditor’s report.
Other matters which we are required to
address
Following the recommendation of the audit committee, we
were appointed by the audit committee on 06 November
2015 to audit the financial statements for the year ending
31 December 2015 and subsequent financial periods.
The period of total uninterrupted consecutive
appointments is ten years, covering the years ending 31
December 2015 to 31 December 2024.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the group and we remain
independent of the group in conducting our audit.
Our audit opinion is consistent with the additional report
to the audit committee in accordance with ISAs (UK).
Use of our report
This report is made solely to the company’s members,
as a body, in accordance with section 262 of The
Companies (Guernsey) Law 2008. 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.
As required by the Financial Conduct Authority (FCA)
Disclosure Guidance and Transparency Rules, these
financial statements will form part of the Annual Financial
Report prepared in Extensible Hypertext Markup Language
(XHTML) format and filed on the National Storage
Mechanism of the UK FCA. This auditor’s report provides
no assurance over whether the annual financial report has
been prepared in XHTML format.
Alan Aitchison
For and on behalf of RSM UK AUDIT LLP, Auditor
Chartered Accountants
Third Floor, Centenary House
69 Wellington Street
Glasgow
G2 6HG
24 March 2025
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
160
161
APPENDIX 1:
As part of an audit in accordance with ISAs (UK), we
exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of
the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
We include an explanation in the auditor’s report of
the extent to which the audit was capable of detecting
irregularities, including fraud
• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the
group’s internal control.
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the group’s ability to continue as a
going concern. If we conclude that the use of the going
concern basis of accounting is appropriate and no
material uncertainties have been identified, we report
these conclusions in the auditor’s report. If we conclude
that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures
in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of
our auditor’s report. However, future events or conditions
may cause the group to cease to continue as a going
concern.
• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures,
and whether the financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business
activities within the group to express an opinion on the
consolidated financial statements. We are responsible for
the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, including the FRC’s
Ethical Standard as applied to public interest entities,
and communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the consolidated financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated
in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.
We are required to include in the auditor’s report
an explanation of how we evaluated management's
assessment of the group’s ability to continue as a going
concern and, where relevant, key observations arising with
respect to that evaluation.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT
OF THE FINANCIAL STATEMENTS
Auditor's responsibilities for the audit of the
financial statements.
162
163
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
164
165
FINANCIAL
STATEMENTS
Consolidated Statement of Comprehensive Income
166
Consolidated Statement of Financial Position
167
Consolidated Statement of Changes in Equity
168
Consolidated Statement of Cash Flows
169
Notes to the Consolidated Financial Statements
170
Notes
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Continuing Operations
Revenue
Rental and property income
Property costs
5
6
90,981
(45,021)
91,880
(38,161)
Net rental and property income
45,960
53,719
Administrative and other expenses
7
(9,851)
(10,626)
Operating profit before gains and losses on property assets
and other investments
36,109
43,093
Loss on disposal of investment properties
Change in fair value of investment properties
Change in fair value of right of use assets
14
14
26
(3,180)
(56,732)
(138)
(726)
(86,350)
(139)
Operating loss
(23,941)
(44,122)
Finance income
Finance expenses
Net movement in fair value of derivative financial instruments
9
10
25
1,394
(15,224)
(1,703)
79
(16,210)
(7,194)
Loss before tax
(39,474)
(67,447)
Taxation
11
(65)
(9)
Total comprehensive losses for the year (attributable to
owners of the parent company)
(39,539)
(67,456)
Losses per Share – basic and diluted (2023 restated)
12
(33.5)p
(82.9)p
Notes
31 December
2024
£’000
31 December
2023
£’000
Assets
Non-current assets
Investment properties
Right of use assets
Investments in associates
Non-current receivables on tenant loan
Derivative financial instruments
14
26
16
17
25
607,458
10,849
276
144
11,608
687,695
10,987
-
385
16,009
630,335
715,076
Current assets
Trade and other receivables
Cash and cash equivalents
18
19
35,079
56,719
32,837
34,505
Total assets
91,798
722,133
67,342
782,418
Liabilities
Current liabilities
Trade and other payables
Deferred income
Retail eligible bonds
Deferred tax liabilities
20
21
24
22
(31,647)
(14,364)
-
(741)
(33,039)
(15,597)
(49,907)
(708)
(46,752)
(99,251)
Non-current liabilities
Bank and loan borrowings
Lease liabilities
23
26
(312,323)
(11,444)
(365,603)
(11,475)
Total liabilities
(323,767)
(370,519)
(377,078)
(476,329)
Net assets
351,614
306,089
Equity
Stated capital
Accumulated losses
27
618,266
(266,652)
513,762
(207,673)
Total equity attributable to owners of the parent company
351,614
306,089
Net asset value per Share – basic and diluted (2023 restated)
28
216.9p
376.2p
The notes on pages 170 to 205 are an integral part of
these consolidated financial statements.
Total comprehensive losses all arise from continuing
operations.
The notes on pages 170 to 205 are an integral part of
these consolidated financial statements.
These consolidated group financial statements were
approved by the Board of Directors and authorised for
issue on 24 March 2025 and signed on its behalf by:
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
David Hunter
Chairman
24 March 2025
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
166
167
Attributable to owners of the parent company
Notes
Stated
capital
£’000
Accumulated
losses
£’000
Total
£’000
Balance at 1 January 2024
Total comprehensive losses
Dividends paid
Shares issued
Cost of shares issued
13
27
27
513,762
-
-
110,515
(6,011)
(207,673)
(39,539)
(19,440)
-
-
306,089
(39,539)
(19,440)
110,515
(6,011)
Balance at 31 December 2024
618,266
(266,652)
351,614
For the year ended 31 December 2023
Attributable to owners of the parent company
Notes
Stated
capital
£’000
Accumulated
losses
£’000
Total
£’000
Balance at 1 January 2023
Total comprehensive losses
Dividends paid
13
513,762
-
-
(110,820)
(67,456)
(29,397)
402,942
(67,456)
(29,397)
Balance at 31 December 2023
513,762
(207,673)
306,089
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Cash flows from operating activities
Loss for the year before taxation
Change in fair value of investment properties
Change in fair value of financial derivative instruments
Loss on disposal of investment properties
Change in fair value of right of use assets
Finance income
Finance expense
Increase in trade and other receivables
Increase/(decrease) in trade and other payables
Decrease in deferred income
(39,474)
56,732
1,703
3,180
138
(1,394)
15,224
(2,027)
295
(1,233)
(67,447)
86,350
7,194
726
139
(79)
16,210
(2,380)
(3,611)
(1,064)
Cash generated from operations
33,144
36,038
Interest paid
Taxation paid
(13,229)
(4)
(14,775)
-
Net cash flow generated from operating activities
19,911
21,263
Investing activities
Investments in associates
Investment property acquisitions and subsequent expenditure
Sale of investment properties
Interest received
(276)
(8,249)
28,574
1,391
-
(10,260)
24,969
89
Net cash flow generated from investing activities
21,440
14,798
Financing activities
Proceeds received on derivative financial instruments
Dividends paid
Proceeds from share issue
Share issue costs
Bank borrowings advanced
Bank borrowings repaid
Bank borrowing costs paid
Repayment of retail eligible bonds
Lease repayments
2,698
(22,301)
110,515
(4,837)
-
(54,016)
(761)
(50,000)
(435)
1,246
(31,978)
-
-
3,729
(23,771)
(495)
-
(435)
Net cash flow used in financing activities
(19,137)
(51,704)
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the start of the year
22,214
34,505
(15,643)
50,148
Cash and cash equivalents at the end of the year
56,719
34,505
The notes on pages 170 to 205 are an integral part of
these consolidated financial statements.
The notes on pages 170 to 205 are an integral part of
these consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
168
169
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1. Corporate information
The Group’s consolidated financial statements for the
year ended 31 December 2024 comprise the results of the
Company and its subsidiaries (together constituting the
“Group”) and were approved by the Board and authorised
for issue on 24 March 2025.
The Company is a company limited by Shares incorporated
in Guernsey under The Companies (Guernsey) Law,
2008, as amended (the “Law”). The Company’s Ordinary
Shares are admitted to the Official List of the Financial
Conduct Authority (“FCA”) and traded on the London Stock
Exchange (“LSE”).
The Company was incorporated on 22 June 2015 and
is registered with the Guernsey Financial Services
Commission as a Registered Closed-Ended Collective
Investment Scheme pursuant to The Protection of
Investors (Bailiwick of Guernsey) Law, 2020, as amended,
and the Registered Collective Investment Scheme Rules &
Guidance 2021.
The Company did not begin trading until 6 November 2015
when the Shares were admitted to trading on the LSE.
The nature of the Group’s operations and its principal
activities are set out in the Strategic Report on pages 20
to 103.
The address of the registered office is Mont Crevelt House,
Bulwer Avenue, St. Sampson, Guernsey GY2 4LH.
2. Basis of preparation
The Group’s consolidated financial statements have been
prepared on a going concern basis in accordance with the
Disclosure Guidance and Transparency Rules of the FCA,
the requirements of The Companies (Guernsey) Law 2008
and with UK-adopted International Accounting Standards.
The Group’s consolidated financial statements have been
prepared on a historical cost basis, as modified for the
Group’s investment properties and certain financial assets
and financial liabilities (including derivative instruments) at
fair value through profit or loss.
2.1 Functional and presentation currency
The financial information is presented in Pounds Sterling,
which is also the functional currency of all Group
companies, and all values are rounded to the nearest
thousand (£’000) pound, except where otherwise indicated.
2.2 Going concern
The Directors confirm that they have a reasonable
expectation that the Group has adequate resources
to continue as a going concern. This expectation is
underpinned by having made an assessment of the
Group’s ability to continue in operational existence, giving
due consideration to the Group’s cashflow forecast, which
encompasses cash resources, rental income, acquisition
and disposals of investment properties, elective and
committed capital expenditure, dividend distributions and
the borrowing facilities and the respective maturities.
Following the successful completion of the £110.5 million
equity capital raise in July 2024, the Group ended the
year under review with £56.7 million of cash and cash
equivalents, of which £55.9 million was unrestricted cash.
The borrowing facilities remained compliant with all loan
covenants, with a net LTV of c.41.8%, based upon the value
of the Group’s investment properties as at 31 December
2024. Rental income collections remained robust with
98.6% of rent invoiced in the year collected as at 14 March
2025.
Given the substantial amount of unrestricted cash
currently held by the Group and, with the next borrowing
due to mature being the Royal Bank of Scotland, Bank of
Scotland and Barclays £99.8 million facility in August 2026,
the Directors are satisfied that the Group and Company
have adequate resources to continue in operational
existence for a period of at least 12 months from the date
that these Financial Statements were approved. Based on
the above, together with available market information,
the Directors are not aware of any material uncertainties
that may cast significant doubt upon the Group’s ability
to continue as a going concern. Accordingly, the Directors
consider that it is appropriate to continue to prepare the
Financial Statements on a going concern basis.
2.3 Business combinations
At the time of acquisition, the Group considers whether
each acquisition represents the acquisition of a business
or the acquisition of an asset. For an acquisition of a
business where an integrated set of activities are acquired
in addition to the property, the Group accounts for the
acquisition as a business combination under IFRS 3
Business Combinations (“IFRS 3”).
Where such acquisitions are not judged to be the
acquisition of a business, they are not treated as business
combinations. Rather, the cost to acquire the corporate
entity is allocated between the identifiable assets and
liabilities of the entity based upon their relative fair
values at the acquisition date. Accordingly, no goodwill or
additional deferred tax arises.
2.4 New standards, amendments and
interpretations
New standards, amendments to standards and
interpretations which came into effect for accounting
periods starting on or after 1 January 2024 are as follows:
Amendments to IAS 1 ‘Presentation of Financial
Statements’ (effective for periods beginning on or after 1
January 2024) clarify that liabilities are classified as either
current or non-current, depending on the rights that exist
at the end of the reporting period and not expectations of
or actual events after the reporting date. The amendments
also give clarification to the definition of settlement of a
liability.
Amendments to IAS 1 ‘Presentation of Financial
Statements’ (effective for periods beginning on or after 1
January 2024) give clarification with respect to covenants
when assessing whether liabilities are classified as either
current or non-current.
Amendments to IFRS 16 ‘Leases’ (effective for
periods beginning on or after 1 January 2024) include
requirements to explain how an entity accounts for a sale
and leaseback after the date of transaction.
Amendments to IAS 7 ‘Cash Flow Statements’ and
IFRS 7 ‘Financial Instruments: Disclosure’ (effective
for periods beginning on or after 1 January 2024) require
disclosures to enhance the transparency of supplier
finance arrangements and their effects on an entity’s
liabilities, cash flows and exposure to liquidity risk.
During the year ended 31 December 2024, none of the
above had a material impact on the financial statements.
2.5 New standards, amendments and
interpretations effective for future
accounting periods
A number of new standards, amendments to standards
and interpretations are effective for periods beginning
on or after 1 January 2025 and have not been applied in
preparing these financial statements. These are:
IFRS S1 General Requirements for Disclosure of
Sustainability-related Financial Information (effective
for periods beginning on or after 1 January 2024 but not
yet endorsed for use in the UK).
IFRS S2 Climate-related Disclosures (effective for periods
beginning on or after 1 January 2024 but not yet endorsed
for use in the UK).
Amendments to IAS 21 ‘The Effects of Changes in
Foreign Exchange Rates’ (effective for periods beginning
on or after 1 January 2025) provides clarification upon
treatment for transactions in a foreign currency that is not
exchangeable into another currency at the measurement
date.
IFRS 18 ‘Presentation and Disclosure in Financial
Statements' (effective for periods beginning on or after
1 January 2027 but not yet endorsed for use in the UK)
replaces IAS 1 ‘Presentation of Financial Statements’.
IFRS 19 ‘Subsidiaries without Public Accountability:
Disclosures' (effective for periods beginning on or after
1 January 2027 but not yet endorsed for use in the UK))
specifies reduced disclosure requirements that an eligible
entity is permitted to apply instead of the disclosure
requirements in other IFRS Accounting Standards.
The Directors are assessing the impact these new
amendments and standards will have on the preparation
of the financial statements.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
170
171
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
3. Significant accounting judgements,
estimates and assumptions
The preparation of the financial statements requires
management to make judgements, estimates and
assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities at the reporting
date. However, uncertainty about these assumptions and
estimates could result in outcomes that require a material
adjustment to the carrying amount of the asset or liability
affected in future periods.
3.1 Critical accounting estimates and
assumptions
The principal estimates that may be material to the
carrying amount of assets and liabilities are as follows:
3.1.1 Valuation of investment property
The value of investment property, is determined by
independent property valuation experts to be the
estimated amount for which a property should exchange
on the date of the valuation in an arm’s length transaction
less the value of assets arising from rent smoothing.
Properties have been valued on an individual basis. The
valuation experts use recognised valuation techniques
applying the principles of both IAS 40 and IFRS 13.
The value of the properties has been assessed in
accordance with the relevant parts of the current RICS
Red Book. In particular, we have assessed the fair value
as referred to in VPS4 item 7 of the RICS Red Book.
Under these provisions, the term “Fair Value” means
the definition adopted by the International Accounting
Standards Board (“IASB”) in IFRS 13, namely “The price
that would be received to sell an asset, or paid to transfer
a liability in an orderly transaction between market
participants at the measurement date”. Factors reflected
include current market conditions, annual rentals,
lease lengths and location. The significant methods and
assumptions used by the valuers in estimating the fair
value of investment property are set out in note 14.
Sensitivity analysis for investment property valuations are
included in note 14.
The fair value of investment property is equal to the
independent property valuer’s valuation of £622.5m (2023:
£700.7m) less the prepayment for rent smoothing of
£15.0m (2023: £13.0m).
3.2 Critical judgements in applying the
Group’s accounting policies
In the process of applying the Group’s accounting policies,
management has made the following judgements,
which have the most significant effect on the amounts
recognised in the financial statements:
3.2.1 Operating lease contracts – the Group as
lessor
The Group has acquired investment properties that are
subject to commercial property leases with tenants. The
Group has determined, based on an evaluation of the
terms and conditions of the arrangements, particularly the
duration of the lease terms and minimum lease payments,
that it retains all of the significant risks and rewards of
ownership of these properties and so accounts for the
leases as operating leases.
3.2.2 Consolidation of entities in which the
Group holds less than 50% but has power to
control
Management considered that up until 9 November 2018,
the Group had de facto control of View Castle Limited and
its 27 subsidiaries (the “View Castle Sub Group”) by virtue
of the amended and restated Call Option Agreement dated
3 November 2015. Following a restructure of the View
Castle Sub Group, the majority of properties held within
the View Castle Sub Group now reside in a new special
purpose vehicle (“SPV”). A new call option was entered into
dated 9 November 2018 with View Castle Limited and five
of its subsidiaries (the “View Castle Group”). As per the
previous amended and restated Call Option Agreement,
under this new option the Group may acquire any of
the properties held by the View Castle Group for a fixed
nominal consideration. Despite having no equity holding,
the Group is deemed to have control over the View Castle
Group as the Option Agreement means that the Group
is exposed to, and has rights to, variable returns from its
involvement with the View Castle Group, through its power
to control.
3.2.3 Recognition of income
Service charges and other similar receipts are included in
net rental and property income gross of the related costs
as the Directors consider the Group acts as principal in
this respect.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
172
173
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
4. Summary of significant accounting policies
The accounting policies adopted in this report are
consistent with those applied in the financial statements
for the year ended 31 December 2023 and have been
consistently applied for the year ended 31 December 2024.
A new asset class has arisen in the year addressed in the
accounting policy 4.3.
4.1 Basis of consolidation
The consolidated financial statements comprise the
financial statements of the Company and its subsidiaries
as at the date of the Statement of Financial Position.
4.2 Subsidiaries
Subsidiaries are all entities (including structured entities)
over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and
has the ability to affect those returns through its power
over the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
The Group applies the acquisition method to account for
business combinations. The consideration transferred
for the acquisition of a subsidiary is the fair value of the
assets transferred, the liabilities incurred to the former
owners of the acquiree and the equity interests issued by
the Group. Identifiable assets and liabilities acquired, and
contingent liabilities assumed, in a business combination
are measured initially at their fair values at the acquisition
date. The Group recognises any non-controlling interest
in the acquiree on an acquisition-by-acquisition basis,
either at fair value or at the non-controlling interest's
proportionate share of the recognised amounts of the
acquiree's identifiable net assets. Acquisition-related costs
are expensed as incurred.
Any contingent consideration to be transferred by the
Group is recognised at fair value at the acquisition date.
Subsequent changes to the fair value of the contingent
consideration are recognised in profit or loss. Contingent
consideration that is classified as equity is not re-
measured, and its subsequent settlement is accounted for
within equity.
For acquisitions of subsidiaries not meeting the definition
of a business, the Group allocates the cost between the
individual identifiable assets and liabilities in the Group
based on their relative fair values at the date of acquisition.
Such transactions or events do not give rise to goodwill.
Inter-company transactions, balances and unrealised gains
and losses on transactions between Group companies are
eliminated in full. When necessary, amounts reported by
subsidiaries have been adjusted to conform to the Group’s
accounting policies.
The excess of the consideration transferred, and the
amount of any non-controlling interest in the acquiree
over the fair value of the identifiable net assets acquired,
is recognised as goodwill.
4.2.1 Disposal of subsidiaries
When the Group ceases to have control over an entity,
any retained interest in the entity is re-measured to its fair
value at the date when control is lost, with the change in
the carrying amount recognised in profit or loss. The fair
value is the initial carrying amount for the purposes of
subsequently accounting for the retained interest as an
associate, joint venture or financial asset. In addition, any
amounts previously recognised in other comprehensive
income in respect of that entity are accounted for as if
the Group had directly disposed of the related assets
or liabilities. This may mean that amounts previously
recognised in other comprehensive income are reclassified
to profit or loss.
4.3 Associates
Associates are entities over which the investor has
significant influence, being the power to participate in the
financial and operating policy decisions of the investee but
is not control or joint control of those policies, and holds
20% or more of the voting power.
The Group adopts the equity method of accounting on
such assets. On initial recognition, the investment in an
associate is recognised at cost, and the carrying amount
is increased or decreased, to recognise the investor's
share of the profit or loss in the associate after the date of
acquistion less distributions received.
The Group's share of the Associates' profit or loss is
recorded in the Consolidated Income Statement.
4.4 Segmental information
Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision-maker. The chief operating decision-maker
is the person or group that allocates resources to and
assesses the performance of the operating segments of an
entity. The Group has determined that its chief operating
decision-maker is the Board of Directors.
After a review of the information provided for
management purposes, it was determined that the Group
has one operating segment and therefore segmental
information is not disclosed in these consolidated financial
statements. No single customer comprises in excess of
10% of the Group's revenue in either 2024 or 2023.
4.5 Investment property
Investment property comprises freehold or leasehold
properties that are held to earn rentals or for capital
appreciation, or both, rather than for sale in the
ordinary course of business or for use in production or
administrative functions.
Investment property is recognised, usually, on legal
completion, when the risks and rewards of ownership have
been transferred, and is measured initially at cost including
transaction costs. Transaction costs include transfer taxes,
professional fees for legal services and other costs incurred
in order to bring the property to the condition necessary for
it to be capable of being utilised in the manner intended.
Subsequent to initial recognition, investment property is
stated at fair value. The Group recognise the fair value
of investment property to be the value calculated by the
independent property valuer less the value of assets arising
from rent smoothing. Gains or losses arising from changes
in the fair value are included in the Group’s Consolidated
Statement of Comprehensive Income in the period in which
they arise under IAS 40, ‘Investment Property’.
Additions to investment property include costs of a capital
nature only. Expenditure is classified as capital when it
results in identifiable future economic benefits, which
are expected to accrue to the Group. All other property
expenditure is charged in the Group’s Consolidated
Statement of Comprehensive Income as incurred.
Investment properties cease to be recognised when they
have been disposed of or withdrawn permanently from use
and no future economic benefit is expected. The difference
between the net disposal proceeds and the carrying
amount of the asset (being the fair value at the start of
the financial year) would result in either gains or losses
at the retirement or disposal of investment property. Any
gains or losses are recognised in the Group’s Consolidated
Statement of Comprehensive Income in the period of
retirement or disposal.
4.6 Derivative financial instruments
Derivative financial instruments, comprising interest
rate caps and swaps for hedging purposes, are initially
recognised at fair value and are subsequently measured
at fair value, being the estimated amount that the Group
would receive or pay to sell or transfer the agreement at
the period end date, taking into account current interest
rate expectations and the current credit rating of the
lender and its counterparties. The gain or loss at each fair
value remeasurement date is recognised in the Group’s
Consolidated Statement of Comprehensive Income.
The Group uses valuation techniques that are appropriate
in the circumstances and for which sufficient data is
available to measure fair value, maximising the use
of relevant observable inputs and minimising the use
of unobservable inputs significant to the fair value
measurement as a whole.
4.7 Financial assets
The Group classifies its financial assets as at fair value
through profit or loss or at amortised cost, depending on
the purpose for which the asset was acquired. Currently the
only assets classified at fair value through profit or loss are
derivative financial instruments.
Assets held at amortised cost arise principally from the
provision of goods and services (e.g. trade and other
receivables), but also incorporate other financial assets
where the objective is to hold these assets in order to
collect contractual cash flows which comprise the payment
of principal and interest. They are initially recognised at fair
value plus transaction costs that are directly attributable to
their acquisition or issue and are subsequently carried at
amortised cost being the effective interest rate method, less
provision for impairment.
The Group’s financial assets comprise, ‘trade and other
receivables’, ‘tenant loan’ and ‘cash and cash equivalents’.
The tenant loan relates to a loan made to a tenant which
is subject to interest. The amount receivable has been
recognised at amortised cost using the effective interest
method. Impairment provisions are recognised based on
the expected credit loss model detailed within IFRS 9.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
174
175
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
4.8 Trade and other receivables
Trade and other receivables are recognised initially at fair
value and subsequently carried at amortised cost less
provision for impairment. Where the time value of money
is material, receivables are carried at amortised cost using
the effective interest method. Impairment provisions
are recognised based on the expected credit loss model
detailed within IFRS 9.
The Group recognises a loss allowance for expected credit
losses on trade receivables. The loss allowance is based
on lifetime expected credit losses. Trade receivables are
grouped based on shared credit risk characteristics and
the days past due. The amount of expected credit losses
is updated at each reporting date to reflect changes in
credit risk since initial recognition. The expected credit
losses on these financial assets are estimated based on
the Group’s historical credit loss experience, adjusted for
factors that are specific to the debtors, general economic
conditions and an assessment of both the current as well
as the forecast direction of conditions at the reporting date.
Impaired balances are reported net, however, impairment
provisions are recorded within a separate provision account
with the loss being recognised within administration costs
within the Consolidated Statement of Comprehensive
Income. On confirmation that the trade receivable will
not be collectable, the gross carrying value of the asset is
written off against the associated provision.
Lease premiums and other lease incentives provided to
tenants are recognised as an asset and amortised over the
period from date of lease commencement to termination
date.
4.9 Cash and cash equivalents
Cash and cash equivalents include cash in hand and
deposits held at banks with original maturities of three
months or less. Cash also includes amounts held in
restricted accounts that are unavailable for everyday use.
4.10 Trade and other payables
Trade and other payables are initially recognised at their fair
value being at their invoiced value inclusive of any VAT that
may be applicable. Payables are subsequently measured at
amortised cost using the effective interest method.
4.11 Bank and other borrowings
All bank and other borrowings (comprising bank loans and
retail eligible bonds) are initially recognised at cost net of
attributable transaction costs. Any attributable transaction
costs relating to the issue of the bank borrowings
are amortised through the Group’s Statement of
Comprehensive Income over the life of the debt instrument
on a straight-line basis. After initial recognition, all bank and
other borrowings are measured at amortised cost, using
the effective interest method.
Bank and other borrowings are derecognised when the
obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by
another from the same lender on substantially different
terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as
the derecognition of the original liability and the recognition
of a new liability. The difference in the respective carrying
amounts is recognised in Group’s Consolidated Statement
of Comprehensive Income.
4.12 Dividends payable to Shareholders
Equity dividends are recognised and accrued from the date
declared and when they are no longer at the discretion of
the Company.
4.13 Rental and property income
Rental income arising from operating leases on investment
property is accounted for on a straight-line basis over
the lease terms and is included in gross rental and
property income in the Group’s Consolidated Statement
of Comprehensive Income. Initial direct costs incurred in
negotiating and arranging an operating lease are added to
the carrying amount of the lease asset and are recognised
as an expense over the lease term on the same basis as the
lease income.
For leases which contain fixed or minimum uplifts, the
rental income arising from such uplifts is recognised on a
straight-line basis over the lease term.
Tenant lease incentives are recognised as a reduction of
rental revenue on a straight-line basis over the term of the
lease. The lease term is the non-cancellable period of the
lease together with any further term for which the tenant
has the option to continue the lease where, at the inception
of the lease, the Directors are reasonably certain that the
tenant will exercise that option.
Surrender premiums received from tenants to terminate
leases or surrender premises are recognised in the Group’s
Statement of Comprehensive Income when the right to
receive them arises.
Dilapidation income is recognised in the Group’s Statement
of Comprehensive Income when the right to receive it
arises.
When the Group is acting as an agent, the commission,
rather than gross income, is recorded as revenue.
Income arising from expenses recharged to tenants is
recognised in the year in which the compensation becomes
receivable. Service charges and other similar receipts are
included in net rental and property income gross of the
related costs as the Directors consider the Group acts as
principal in this respect.
4.14 Property costs
Non-recoverable property costs contain service and
management charges related to empty properties.
Service and management charges are recognised in the
accounting period in which the services are rendered.
Recoverable property costs contain service charges and
other similar costs which are recognised in the accounting
period in which the services are rendered.
4.15 Interest income
Interest income is recognised as interest accrued on cash
balances held by the Group. Interest charged to a tenant on
any overdue rental income is also recognised within interest
income.
4.16 Finance costs
Interest costs are expensed in the period in which they
occur. Arrangement fees that a Group entity incurs in
connection with bank and other borrowings are amortised
over the term of the loan.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
176
177
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
4.17 Taxation
As the Company is managed and controlled in the UK, it is
considered to be tax resident in the UK.
The tax currently payable is based on the taxable profit/
(loss) for the period. Taxable profit/(loss) differs from net
profit/(loss) as reported in the Consolidated Statement
of Comprehensive Income because it excludes items of
income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable
or deductible. The Group's liability for current and deferred
tax is calculated using tax rates that have been enacted
or substantively enacted at the date of the Statement of
Financial Position.
The Group elected to be treated as a UK REIT with effect
from 7 November 2015. The UK REIT rules exempt the
profits of the Group’s UK property rental business from UK
Corporation Tax. Gains on UK properties are also exempt
from tax, provided that they are not held for trading or sold
in the three years after completion of development. The
Group is otherwise subject to UK Corporation Tax.
There are a small number of entities within the Group
which fall outside the REIT rules and are subject to UK taxes
on profits and property gains.
4.18 Deferred tax
Deferred tax is provided in full using the liability method
on temporary differences between the carrying amounts
of assets and liabilities in the financial statements and the
corresponding tax bases used in the computation of taxable
profit/(loss). The amount of deferred tax provided is based
on the expected manner of realisation or settlement of the
carrying amount of assets and liabilities, using tax rates
that are expected to apply in the period when the liability
is settled or the asset is realised based on tax rates (and
tax laws) enacted or substantively enacted at the date of
the Statement of Financial Position. A deferred tax asset is
recognised only to the extent that it is probable that future
profits will be available for offset.
The deferred tax liability in relation to investment
properties that are measured at fair value is determined
assuming that the property will be recovered entirely
through sale.
Deferred tax has been recognised on the unrealised
property valuation gains/(losses) of properties owned by
Group entities which fall outside of the REIT tax rules.
The current rate of UK Corporation Tax is 25%.
4.19 Stated capital
Stated capital represents the consideration received by the
Company for the issue of Ordinary Shares. Ordinary Shares
are classed as equity.
4.20 Share-based payments
The Group has entered into performance fee arrangements
with the Asset Manager and Investment Adviser which
depend on the growth in the net asset value of the Group
exceeding a hurdle rate of return over a performance
period. The fee will be partly settled in cash and partly in
equity and the equity portion is therefore a Share-based
payment arrangement. The fair value of the obligation is
measured at each reporting period, and the cost recognised
as an expense. The part of the obligation to be settled
in Shares is credited to equity reserves. If circumstances
change and the fee is no longer settled by the issue of
Shares, then the amounts previously credited to equity
reserves are reversed. In the current and prior year, no cash
or equity rewards have been made.
4.21 Leased assets
The Group has a number of leases concerning the long-
term lease of land associated with its long leasehold
investment properties. These leased assets are capitalised
as “right of use assets” by recognising the present value
of the lease payments as an asset and a financial liability
representing the obligation to make future lease payments.
Right of use assets are valued at fair value and the change
in fair value is recognised in the Consolidated Statement of
Comprehensive Income.
The associated financial liability is valued at the present
value of future lease payments using an applicable
incremental borrowing rate. The value of the financial
liability is revalued at each reporting date. Lease payments
reduce the financial liability and interest on the financial
liability is recognised in finance costs.
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Rental income - freehold property
Rental income - long leasehold property
Recoverable service charge income and other similar items
53,406
11,833
25,742
57,845
12,210
21,825
Total
90,981
91,880
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Other property expenses and irrecoverable costs
Recoverable service charge expenditure and other similar costs
19,279
25,742
16,336
21,825
Total
45,021
38,161
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Investment management fees
Property management fees
Asset management fees
Directors' remuneration (see note 8)
Administrative fees
Legal and professional fees
Marketing and promotion
Other administrative costs
Allowance/(credit) for doubtful debts
Abortive refinancing costs
Bank charges
1,362
2,541
1,360
265
679
2,509
71
186
454
412
12
1,944
2,677
1,944
293
727
2,203
87
194
542
-
15
Total
9,851
10,626
5. Rental and property income
6. Property costs
7. Administrative and other expenses
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
178
179
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Interest payable on bank borrowings
Amortisation of loan arrangement fees
Bond interest
Bond issue costs amortised
Bond expenses
Lease interest
11,881
1,497
1,344
93
5
404
12,517
875
2,250
155
8
405
Total
15,224
16,210
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Loss before taxation
UK Corporation Tax rate
Theoretical tax at UK Corporation Tax rate
Effects of:
Revaluation of investment property
Permanent differences
Profits from the tax-exempt business
Deferred tax movement
(39,474)
25.00%
(9,868)
14,183
(169)
(4,114)
33
(67,447)
23.52%
(15,864)
20,310
(387)
(4,059)
9
Total
65
9
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Corporation tax charge
Increase in deferred tax liability
32
33
-
9
Total
65
9
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Fees payable to the Company’s Auditor for the audit of the Company’s annual
accounts
Fees payable to the Group’s Auditor and its associates for the audit of the
Company’s subsidiaries
110
147
105
134
Total fees payable for audit services
Fees payable to the Group’s Auditor and its associates for other services:
Audit-related services
Corporate finance work for the share issue
257
33
150
239
31
-
Total fees payable to the Group’s Auditor and its associates
440
270
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Directors' fees
Employer’s National Insurance contributions
243
22
267
26
Total
265
293
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Interest income
1,394
79
Total
1,394
79
10. Finance expense
11. Taxation
Services provided by the Company's Auditor
and its associates
The Group has obtained the following services from the
Company’s Auditor and its associates:
The current tax charge is reduced by the UK REIT tax exemptions. The tax charge for the year can be reconciled to the
profit / (loss) in the Consolidated Statement of Comprehensive Income as follows:
8. Directors’ remuneration
Key management comprises the Directors of the Company.
A summary of the Directors’ emoluments is set out in the
Directors’ Remuneration Report on page 152.
9. Finance income
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
180
181
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
Permanent differences are the differences between an
entity's taxable profits and its results as stated in the
financial statements. These arise because certain types of
income and expenditure are nontaxable or disallowable,
or because certain tax charges or allowances have no
corresponding amounts in the financial statements.
The Group elected to be treated as a UK REIT with effect
from 7 November 2015. The UK REIT rules exempt the
profits of the Group's UK property rental business from
corporation tax. Gains on UK properties are also exempt
from tax, provided they are not held for trading purposes
or sold in the three years after completion of development.
The Group is otherwise subject to UK corporation tax.
As a REIT, Regional REIT Ltd is required to pay PID's equal
to at least 90% of the Group's exempted net income. To
retain UK REIT status, there are a number of conditions to
be met in respect of the principal company of the Group,
the Group's qualifying activity and its balance of business.
The Group continues to meet these conditions.
UK Corporation Tax arises on entities which form part of
the Group consolidated accounts but do not form part of
the REIT group.
Due to the Group's REIT status and its intention to
continue meeting the conditions required to maintain
this status for the foreseeable future, no provision has
been made for deferred tax on any capital gains or losses
arising on the revaluation or disposal of investments held
by entities within the REIT group.
No deferred tax asset has been recognised in respect of
losses carried forward.
Year ended
31 December
2024 £’000
Year ended
31 December
2023 £’000
Calculation of earnings per Share
Net loss attributable to Ordinary Shareholders
Adjustments to remove:
Change in value of investment properties
Change in value of right of use assets
Loss on disposal of investment properties
Changes in fair value of interest rate derivatives and financial assets
Abortive costs
Deferred tax charge
(39,539)
56,732
138
3,180
1,703
412
33
(67,456)
86,350
139
726
7,194
-
9
EPRA net profit attributable to Ordinary Shareholders
22,659
26,962
Weighted average number of Ordinary Shares (2023 restated)
118,199,045
81,367,206
Loss per Share - basic and diluted (2023 restated)
(33.5)p
(82.9)p
EPRA earnings per Share – basic and diluted (2023 restated)
19.2p
33.1p
12. Earnings per Share
Earnings per Share amounts are calculated by dividing
(losses)/profits for the year attributable to ordinary equity
holders of the Company by the weighted average number
of Ordinary Shares in issue during the year.
The calculation of basic and diluted earnings per Share is
based on the following:
In accordance with IAS 33 "Earnings per Share", the weighted
average number of shares have been recalculated as though
the bonus issue and share consolidation were in place from 1
January 2024. Consequently, the EPS calculations for the year
ended 31 December 2024 have been restated.
The weighted average number of Ordinary shares in issue
for the year ended December 2023 was previously stated
at 515,736,583. This figure has been multiplied by a bonus
factor of 1.5777 representing the bonus issue and 0.1
representing the share consolidation.
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Dividend of 1.20 (2023: 1.65) pence per Ordinary Share
for the period 1 October – 31 December
Dividend of 1.20 (2023: 1.65) pence per Ordinary Share
for the period 1 January – 31 March
Dividend of 2.20 (2023: 1.20) pence per Ordinary Share
for the period 1 April – 30 June
Dividend of 2.20 (2023: 1.20) pence per Ordinary Share
for the period 1 July – 30 September
Unpaid dividends held by Registrar
6,188
6,189
3,566
3,567
(70)
8,509
8,510
6,189
6,189
-
Total
19,440
29,397
13. Dividends
On 22 February 2024, the Company announced a dividend
of 1.20 pence per Share in respect of the period 1 October
2023 to 31 December 2023. The dividend payment was
made on 5 April 2024 to shareholders on the register as at
1 March 2024.
On 22 May 2024, the Company announced a dividend of
1.20 pence per Share in respect of the period 1 January
2024 to 31 March 2021. The dividend payment was made
on 2 July 2024 to shareholders on the register as at 31 May
2024.
On 10 September 2024, the Company announced a
dividend of 2.20 pence per Share in respect of the period
1 April 2024 to 30 June 2024. The dividend payment was
made on 18 October 2024 to shareholders on the register
as at 20 September 2024.
On 13 November 2024, the Company announced a
dividend of 2.20 pence per Share in respect of the period
1 July 2024 to 30 September 2024. The dividend payment
was made on 10 January 2025 to shareholders on the
register as at 22 November 2024.
On 20 February 2025, the Company announced a dividend
of 2.20 pence per Share in respect of the period 1 October
2024 to 31 December 2024. The dividend will be paid
on 4 April 2025 to shareholders on the register as at 28
February 2025. The financial statements do not reflect this
dividend.
The Board intends to pursue a dividend policy with
quarterly dividend distributions. The level of future
payment of dividends will be determined by the Board
having regard to, amongst other things, the financial
position and performance of the Group at the relevant
time, UK REIT requirements, and the interest of
shareholders.
All dividend rates stated in this note represent the
dividend rates announced to the London Stock Exchange.
Following a share issue and 1 for 10 share consolidation
on 29 July 2024, the number of Ordinary Shares in
issue decreased from 515,736,583 Ordinary Shares to
162,088,483 Ordinary Shares.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
182
183
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
Group Movement in investment properties for the year
ended 31 December 2024
Freehold
Property
£’000
Long Leasehold
Property
£’000
Total
£’000
Valuation at 1 January 2024
Property additions - acquisitions
Property additions - subsequent expenditure
Property disposals
Loss on disposal of investment properties
Change in valuation during the period
562,395
-
7,286
(28,574)
(3,180)
(45,031)
138,325
-
963
-
-
(9,704)
700,720
-
8,249
(28,574)
(3,180)
(54,735)
Valuation at 31 December 2024
492,896
129,584
622,480
Value advised by the property valuers
492,896
129,584
622,480
Less adjustment for rent smoothing assets (note 18)
(13,371)
(1,651)
(15,022)
Fair Value at 31 December 2024
479,525
127,933
607,458
Value advised by the property valuers
562,395
138,325
700,720
Less adjustment for rent smoothing assets (note 18)
(9,532)
(3,493)
(13,025)
Fair Value at 31 December 2023
552,863
134,832
687,695
Date of valuation:
Total
£’000
Quoted active
prices
(level 1)
£’000
Significant
observable
inputs
(level 2)
£’000
Significant
unobservable
inputs
(level 3)
£’000
31 December 2024
607,458
-
-
607,458
31 December 2023
687,695
-
-
687,695
Group Movement in investment properties for the year ended
31 December 2023
Freehold
Property
£’000
Long Leasehold
Property
£’000
Total
£’000
Valuation at 1 January 2023
Property additions - acquisitions
Property additions - subsequent expenditure
Property disposals
Loss on disposal of investment properties
Change in fair value during the period
643,630
5
7,921
(25,004)
(691)
(63,466)
145,850
85
2,249
35
(35)
(9,859)
789,480
90
10,170
(24,969)
(726)
(73,325)
Valuation at 31 December 2023
562,395
138,325
700,720
14. Investment properties
In accordance with International Accounting Standard, IAS
40, ‘Investment Property’, investment property has been
independently valued at fair value by Colliers International
Property Consultants Limited, an accredited independent
valuer with recognised and relevant professional
qualifications and with recent experience in the locations
and categories of the investment properties being valued.
The valuations have been prepared in accordance with the
RICS Red Book and incorporate the recommendations of
the International Valuation Standards Committee which are
consistent with the principles set out in IFRS 13.
The valuations are the ultimate responsibility of the Directors.
Accordingly, the critical assumptions used in establishing
the independent valuation are reviewed by the Board.
The net book value of properties disposed of during the
year amounted to £31,754,000 (2023: £25,695,000).
The historic cost of the properties is £850,152,000 (2023:
£899,236,000).
Bank borrowings are secured by charges over investment
properties held by certain asset–holding subsidiaries.
The banks also hold charges over the shares of certain
subsidiaries and any intermediary holding companies of
those subsidiaries. The independent valuer's assessment
of the value of investment properties secured at 31
December 2024 was £622,480,000 (2023: £700,720,000).
The following table provides the fair value measurement
hierarchy for investment property:
The table below shows the total change in fair value during
the year.
The hierarchy levels are defined in note 30.
It has been determined that the entire investment
properties portfolio should be classified under the level
3 category. The table below shows the movement in the
year on the level 3 category:
The determination of the fair value of the investment
properties held by each consolidated subsidiary requires
the use of estimates such as future cash flows from
investment properties, which take into consideration
lettings, tenants’ profiles, future revenue streams,
any environmental matters and the overall repair and
condition of the property, and discount rates applicable to
those assets. Future revenue streams comprise contracted
rent (passing rent) and Estimated Rental Value (ERV)
after the contract period. In calculating ERV, the potential
impact of future lease incentives to be granted to secure
new contracts is taken into consideration. All these
estimates are based on local market conditions existing at
the reporting date.
As at 31 December 2024, the estimated fair value of each
property has been primarily derived using comparable
recent market transactions on arm’s length terms and
assessed in accordance with the relevant parts of the RICS
Red Book.
The impact of climate change on the portfolio and the
principal risk around environmental and energy efficiency
standards are disclosed in the Strategic Report on pages
76 to 96.
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Balance at the start of the year
Additions
Disposals
Loss on the disposal of investment properties
Change in fair value during the year
687,695
8,249
(28,574)
(3,180)
(56,732)
789,480
10,260
(24,969)
(726)
(86,350)
Balance at the end of the year
607,458
687,695
31 December
2024
£’000
31 December
2023
£’000
Change in valuation during the period
Change in rent smoothing assets adjustment
(54,735)
(1,997)
(73,325)
(13,025)
Total
(56,732)
(86,350)
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
184
185
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
Techniques used for valuing investment
properties
The following descriptions and definitions relate to
valuation techniques and key significant inputs made in
determining the fair values:
Valuation technique: market comparable method
Under the market comparable method (or market
approach), a property's fair value is estimated based on
comparable transactions in the market.
Significant input: market rental
The rent at which space could be let in the market
conditions prevailing at the date of valuation range:
£14,200 - £3,715,000 per annum (2023: £16,200 -
£3,237,000 per annum)
Significant input: rental growth
The decrease in rent is based on contractual agreements:
8.64 % (2023: decrease 6.49%). There is a gross
contracted rent reduction, as per normal operations
it is a combination of property disposals, space under
refurbishments and lease expiries.
Significant input: equivalent yield
The time-weighted average return that a property will
produce including purchase costs. The equivalent yield
generally sits between the net initial yield and reversionary
yield. See below table.
Unobservable inputs:
The significant unobservable inputs (level 3) are sensitive
to changes in the estimated future cash flows from
investment properties such as increases and decreases
in contracted rents, operating expenses and capital
expenses, plus transactional activity in the real estate
market.
Geographical and sector specific market evidence
reviewed in the course of preparing the December 2024
valuation had an initial yield range of 6.00% to 25.19%
(2023: 5.78% to 15.0%).
As set out within the significant accounting estimates and
judgements, the Group’s property portfolio valuation is
open to judgement and is inherently subjective by nature,
and actual values can only be determined in a sales
transaction.
15. Investment in subsidiaries
List of subsidiaries which are 100% owned and controlled
by the Group:
The impact of changes to the significant unobservable inputs:
Equivalent yield range by sector:
2024
Impact on
statement of
comprehensive
income
£'000
2024
Impact on
statement of
financial
position
£'000
2023
Impact on
statement of
comprehensive
income
£'000
2023
Impact on
statement of
financial
position
£'000
Improvement in ERV by 5%
Worsening in ERV by 5%
Improvement in yield by 0.125%
Worsening in yield by 0.125%
27,490
(27,009)
9,064
(8,792)
27,490
(27,009)
9,064
(8,792)
31,464
(30,966)
10,361
(10,101)
31,464
(30,966)
10,361
(10,101)
Country of
incorporation
Ownership
%
Beaufort Office Park Management Company Limited
United Kingdom
100%
Glasgow Airport Business Park Management Company Limited
United Kingdom
100%
Origin Appartments Management Company Limited
United Kingdom
100%
Regional Commercial MIDCO Ltd
Jersey
100%
RR Aspect Court Ltd
Jersey
100%
RR Bennett House Ltd
Jersey
100%
RR Bishopgate Street Ltd
Jersey
100%
RR Brand Street Ltd
Jersey
100%
RR Bristol Ltd
Jersey
100%
RR Chancellor Court Ltd
Jersey
100%
RR Crompton Way Ltd
Jersey
100%
RR Falcon Ltd
Jersey
100%
RR Glasgow Ltd
Jersey
100%
RR Glasgow II Ltd
United Kingdom
100%
RR Harvest Ltd
Jersey
100%
RR Hounds Gate Ltd
Jersey
100%
RR Milburn House Ltd
Jersey
100%
RR Minton Place Ltd
Jersey
100%
RR Newstead Court Ltd
Jersey
100%
RR Portland Street Ltd
Jersey
100%
RR Rainbow (Aylesbury) Ltd
Jersey
100%
RR Rainbow (North) Ltd
Jersey
100%
RR Rainbow (South) Ltd
Jersey
100%
RR Range Ltd
Jersey
100%
RR Sea Dundee Ltd
United Kingdom
100%
RR Sea Hanover Street Ltd
United Kingdom
100%
RR Sea Lamont I Ltd
Jersey
100%
RR Sea Lamont II Ltd
Jersey
100%
RR Sea Lamont III Ltd
Jersey
100%
RR Sea St. Helens Ltd
United Kingdom
100%
Fair Value
Significant Unobservable Inputs
Sector
£'000
ERV Range (per sq ft per annum)
Equivalent Yield Range
Industrial
£23,075.00
£3.50 - £9.49
6.51% - 24.94%
Retail
£22,570.00
£4.50 - £45.02
6.00% - 30.97%
Alternatives
£12,150.00
£5.00 - £13.50
4.75% - 9.68%
Office by Region
Office South East
£106,100.00
£5.00 - £29.01
8.27% - 13.28%
Office South West
£59,275.00
£12.28 - £22.90
9.33%- 13.45%
Office Midlands
£116,650.00
£3.01 - £35.04
9.05% - 12.13%
Office North West
£86,625.00
£6.61 - £29.59
8.57% - 13.14%
Office North East
£92,265.00
£5.63 - £30.05
8.18% - 12.90%
Office Wales
£18,350.00
£10.00 - £13.50
8.89% - 10.85%
Office Scotland
£85,420.00
£4.50 - £24.02
9.09% - 52.34%
Total
£622,480.00
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
186
187
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
Country of
incorporation
Ownership
%
RR Sea Stafford Ltd
United Kingdom
100%
RR Sea Strand Ltd
United Kingdom
100%
RR Sea TAPP Ltd
Guernsey
100%
RR Sea TOPP Bletchley Ltd
Guernsey
100%
RR Sea TOPP I Ltd
Guernsey
100%
RR Sheldon Court Ltd
Jersey
100%
RR Star Ltd
Jersey
100%
RR St Georges House Ltd
Jersey
100%
RR St James Court Ltd
Jersey
100%
RR Strathclyde BP Ltd
Jersey
100%
RR UK (Central) Ltd
Jersey
100%
RR UK (Cheshunt) Ltd
Jersey
100%
RR UK (Port Solent) Ltd
Jersey
100%
RR UK (South) Ltd
Jersey
100%
RR Wallington Ltd
Jersey
100%
RR Westminster House Ltd
Jersey
100%
RR Wing Portfolio Ltd
Jersey
100%
Tay Properties Ltd
Jersey
100%
TCP Arbos Ltd
Jersey
100%
TCP Channel Ltd
Jersey
100%
List of subsidiaries that are controlled by the Group:
Country of
incorporation
Control
%
Credential (Wardpark North) Ltd
United Kingdom
100%
Credential Estates Ltd
United Kingdom
100%
Rocket Unit Trust
Jersey
100%
Squeeze Newco 2 Ltd
United Kingdom
100%
View Castle Ltd
United Kingdom
100%
View Castle (Milton Keynes) Ltd
United Kingdom
100%
View Castle (Properties) Ltd
United Kingdom
100%
All of the above entities have been included in the Group’s
consolidated financial statements.
By virtue of an Amended and Restated Call Option
Agreement dated 3 November 2018, the Directors consider
that the Group has control of View Castle Limited and its
subsidiaries (the “View Castle Group”).
Under this option, the Group has the ability to acquire any
of the properties held by the View Castle Group by issuing
an option notice for a nominal consideration of £1. The
recipient of the option notice will be obliged to convey its
title within one month after receipt of the option notice.
Despite having no equity holding, the Group controls the
View Castle Group as the option agreement has the effect
that the Group is exposed to, and has rights to, variable
returns from its involvement with the View Castle Group
through its power to control.
The companies which make up the View Castle Group are
as follows:
All of the above entities have been included in the Group’s
consolidated financial statements up to 31 December 2024.
16. Investment in associates
During the year, the Company invested £276,000 in a new
joint venture, Sugarbird Solar (UK) Limited (“SolarCo”),
which represents 40% of the issued share capital. Sunbird
Solar International (Cyprus) Limited contributed £408,000
(60% of the share capital).
The investment represents a minority interest with
significant influence but not control over SolarCo. SolarCo
is operated and managed by Sunbird Solar International
(Cyprus) Limited.
In addition the Company has holdings in two property
management companies acquired for nil value.
The table below shows the movement in the investment
during the year:
31 December 2024 £’000
31 December 2023 £’000
At start of year
Amounts paid for investment
Share of profits
-
276
-
-
-
-
At end of year
276
-
List of companies not wholly owned by the Group:
Country of incorporation
Holding %
HCP (Estate Management) Limited
BHSE Chilterns Stokenchurch Management Company Limited
Sugarbird Solarco (UK) Limited
United Kingdom
United Kingdom
United Kingdom
49%
38%
40%
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
188
189
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
31 December
2024
£’000
31 December
2023
£’000
At start of year
Amounts repaid in the year
578
(241)
770
(192)
At end of year
337
578
Asset due within 1 year (note 18)
Asset due after 1 year
193
144
193
385
337
578
31 December
2024
£’000
31 December
2023
£’000
< 30 days
30–60 days
> 60 days
3,928
722
5,046
3,604
650
4,450
Net amount receivable from tenants
9,696
8,704
Less provision for impairment
(1,451)
(915)
Net amount receivable from tenants
8,245
7,789
31 December
2024
£’000
31 December
2023
£’000
At start of year
Provision for impairment in the year
Receivables written off as uncollectable
Unused provision reversed
915
1,739
(195)
(1,008)
902
903
(670)
(220)
At end of year
1,451
915
31 December
2024
£’000
31 December
2023
£’000
Gross amount receivable from tenants
Less provision for impairment
9,696
(1,451)
8,704
(915)
Net amount receivable from tenants
8,245
7,789
Current receivables – tenant loans (note 16)
Income tax
Other receivables
Prepayment for rent smoothing (note 14)
Prepayments
193
24
1,495
15,022
10,100
193
52
760
13,025
11,018
35,079
32,837
17. Non–current receivables on tenant loans
18. Trade and other receivables
During 2016, the Group entered into a loan agreement
with a tenant for £1,926,000. The loan is subject to interest
of 4% above the base rate of the Bank of Scotland on late
payments and is repayable in instalments over ten years.
No impairment has been recognised against the non
current receivable as at 31 December 2024 or 31 December
2023.
The maximum exposure to credit risk at the reporting date
is £10,077,000 as disclosed in the financial instruments
table in note 30.1. The Group does not hold any collateral
as security.
The aged analysis of trade receivables that are past due but
not impaired was as follows:
The Directors consider the fair value of receivables equals
their carrying amount.
The table above shows the aged analysis of trade
receivables included in the table above which are past due
but not impaired. These relate to tenants for whom there is
no recent history of default.
Provision for impairment of trade receivables movement as
follows:
Other categories within trade and other receivables do
not include impaired assets. Receivables are written off as
uncollectable where there is no reasonable expectation of
recovery.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
190
191
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
31 December
2024
£’000
31 December
2023
£’000
Group
Cash held at bank
Restricted cash held at bank
55,869
850
30,679
3,826
At end of year
56,719
34,505
31 December
2024
£’000
31 December
2023
£’000
Deferred tax
741
708
At end of year
741
708
The movement on deferred tax liability is shown below:
At start of year
Deferred tax on the valuation of investment properties
708
33
699
9
At end of year
741
708
31 December
2024
£’000
31 December
2023
£’000
Bank borrowings drawn at start of year
Bank borrowings drawn
Bank borrowings repaid
370,750
-
(54,016)
390,792
3,729
(23,771)
Bank borrowings drawn at end of year
316,734
370,750
Less: unamortised costs at start of year
Less: loan issue costs incurred in the year
Add: loan issue costs amortised in the year
(5,147)
(761)
1,497
(5,527)
(495)
875
At end of year
312,323
365,603
Maturity of bank borrowings
Repayable within 1 year
Repayable between 1 to 2 years
Repayable between 2 to 5 years
Repayable after more than 5 years
Unamortised loan issue costs
-
99,789
216,945
-
(4,411)
-
-
310,721
60,029
(5,147)
312,323
365,603
31 December
2024
£’000
31 December
2023
£’000
Witholding tax due on dividends paid
Dividends announced but not paid
Trade payables
Other payables
Value added tax
Accruals
429
3,567
2,377
19,182
1,974
4,118
668
6,189
2,862
15,350
1,387
6,583
At end of year
31,647
33,039
19. Cash and cash equivalents
20. Trade and other payables
Restricted cash balances of the Group comprise:
• £850,000 (2023: £3,826,000) of funds held in blocked
bank accounts which are controlled by the Group’s
lenders and are released once certain loan conditions
are met. The restricted funds arose on net proceeds
from investment property disposals.
The following amounts are not analysed as restricted
balances:
• £9,847,000 (2023: £7,863,000) of cash funds represent
service charge income received from tenants for
settlement of future service charge expenditure.
• £2,698,000 (2023: £2,846,000) of cash funds represent
tenants’ rental deposits.
The restricted cash balances are all accessible within 90
days so meet the definition of cash and cash equivalents
Other payables principally include rent deposits held and
service charge costs.
The Directors consider the fair value of trade and other
payables to equal their carrying amounts.
21. Deferred income
Deferred rental income of £14,364,000 (31 December 2023:
£15,597,000) represents rent received in advance from
tenants.
23. Bank and loan borrowings
Bank borrowings are secured by charges over investment
properties held by certain asset-holding subsidiaries.
The banks also hold charges over the Shares of certain
subsidiaries and any intermediary holding companies of
those subsidiaries. Any associated fees in arranging the
bank borrowings unamortised as at the year end are offset
against amounts drawn on the facilities as shown in the
table below:
22. Deferred tax liabilities
The deferred tax liability relates to the potential tax liability
that may crystalise when investment properties are sold.
It is calculated on the revaluation gains of investment
properties held by the Group which fall outside of the REIT
regime.
As detailed in note 24, the Group has no (31 December
2023: £50,000,000) retail eligible bonds in issue.
* Comparatives have been re-analysed between restricted and non-restricted balances.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
192
193
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
The table below lists the Group’s borrowings.
The percentage of borrowings at variable rates of interest
was 47.2% (2023: 43.3%).
The weighted average term to maturity of the Group’s
debt at the year end was 2.9 years (2023: 3.5 years).
The weighted average interest rate payable by the Group
on its total bank borrowings, excluding hedging costs, as at
the year end was 5.2% (2023: 5.4%).
The Group weighted average interest rate, including and
hedging activity at the year end, amounted to 3.4% per
annum (2023: 3.5% per annum).
The Group has been in compliance with all of the financial
covenants relating to the above facilities as applicable
throughout the year covered by these consolidated
financial statements. Each facility has distinct covenants
which generally include: historic interest cover, projected
interest cover, LTV cover and debt service cover. A breach
of agreed covenant levels would typically result in an
event of default of the respective facility, giving the lender
the right, but not the obligation, to declare the loan
immediately due and payable. Where a loan is repaid
in these circumstances, early repayment fees will apply,
which are generally based on a percentage of the loan
repaid or calculated with reference to the interest income
foregone by the lenders as a result of the repayment.
As shown in note 25, the Group uses a combination of
interest rate swaps and fixed rate bearing loans to hedge
against cash flow interest rate risks. The Group’s exposure
to interest rate volatility is minimal.
SONIA = Sterling Over Night Indexed Average
* Before unamortised debt issue costs
** Based upon Colliers International Property Consultants Limited property valuations
Lender
Facility
£’000
Outstanding
debt*
£’000
Maturity
date
Gross loan
to value**
Annual
interest
rate
Amortisation
Royal Bank of Scotland, Bank of
Scotland and Barclays
99,789
99,789
Aug-26
51.3%
2.40% over
3 months
£ SONIA
Mandatory
prepayment
Scottish Widows Ltd & Aviva
Investors Real Estate Finance
132,630
132,630
Dec-27
51.3%
3.28%
Fixed
None
Scottish Widows Ltd
34,467
34,467
Dec-28
47.5%
3.37%
Fixed
None
Santander UK
49,848
49,848
Jun-29
51.0%
2.20% over
3 months
£ SONIA
Mandatory
prepayment
Total bank borrowings
316,734
316,734
24. Retail Eligible Bonds
The table below shows the movement on the Company's
£50,000,000 4.5% Retail Eligible Bonds that matured on 6
August 2024. These unsecured bonds were listed on the
London Stock Exchange ORB platform until their maturity
in the year.
25. Derivative financial instruments
Interest rate caps and swaps are in place to mitigate the
interest rate risk that arises as a result of entering into
variable rate borrowings.
The calculation of fair value of interest rate caps and
swaps is based on the following calculation: the notional
amount multiplied by the difference between the swap
rate and the current market rate and then multiplied
by the number of years remaining on the contract and
discounted. Further details can be found in note 30.1.
During the year the notional amount on derivative
instruments was reduced with a cash amount realised of
£2,698,000 (2023: £1,246,000).
31 December
2024
£’000
31 December
2023
£’000
Bond principal at start of year
Unamortised issue costs at start of year
Amortisation of issue costs
Maturity
50,000
(93)
93
(50,000)
50,000
(248)
155
-
At end of year
-
49,907
31 December
2024
£’000
31 December
2023
£’000
Fair value at start of period
Proceeds received from a reduction in notional amounts
Revaluation in period
16,009
(2,698)
(1,703)
24,449
(1,246)
(7,194)
Fair value at end of period
11,608
16,009
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
194
195
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
The table below lists the hedging and swap notional
amounts and rates against the details of the Group's loan
facilities.
As at 31 December 2024, the swap notional arrangements
were £96.1 million (2023: £120.4 million)and the cap
notional arrangements amounted to £53.5 million (2023:
£61.8 million).
The Group weighted average effective interest rate was
3.4% (2023: 3.5%) inclusive of hedging costs and the Retail
Eligible Bond.
The maximum exposure to credit risk at the reporting date
is the fair value of the derivative liabilities.
It is the Group’s target to hedge at least 90% of the total
debt portfolio using interest rate derivatives and fixed–
rate facilities. As at the year end, the total proportion of
hedged debt equated to 100.0% (2023: 100.0%), as shown
below.
* Before unamortised debt issue costs
SONIA = Sterling Over Night Indexed Average
Table may not sum due to rounding
Lender
Facility
£’000
Outstanding
debt*
£’000
Maturity
date
Annual
interest
rate
Notional
amount
£’000
Swap/cap
rate
Royal Bank of Scotland, Bank of
Scotland and Barclays
99,789
99,789
Aug-26
2.40% over
3mth £
SONIA
54,827
44,961
0.97%
0.97%
Scottish Widows Ltd & Aviva
Investors Real Estate Finance
132,630
132,630
Dec-27
3.28%
Fixed
n/a
n/a
Scottish Widows Ltd
34,467
34,467
Dec-28
3.37%
Fixed
n/a
n/a
Santander UK
49,848
49,848
Jun-29
2.20% over
3mth £
SONIA
41,319
8,529
1.39%
1.39%
Total bank borrowings
316,734
316,734
26. Leases
The Group’s lease commitments which are now
represented by the right of use asset and lease liability
are spread across 10 separate leases with the two largest
leases at Northern Cross Basingstoke and Quantum
Court Edinburgh making up 48% of the balance. Total
commitments on leases in respect of land and buildings
are as follows:
Right of use asset
31 December
2024
£’000
31 December
2023
£’000
At start of year
Fair value movement
10,987
(138)
11,126
(139)
At end of year
10,849
10,987
Lease liability
31 December
2024
£’000
31 December
2023
£’000
At start of year
Lease payments
Interest charges
11,475
(435)
404
11,505
(435)
405
At end of year
11,444
11,475
Group
31 December
2024
£’000
31 December
2023
£’000
Payable within 1 year
Payable between 1 and 2 years
Payable between 2 and 5 years
Payable after 5 years
435
435
1,305
33,563
435
435
1,305
33,999
At end of year
35,738
36,174
31 December
2024
£’000
31 December
2023
£’000
Total bank borrowings
316,734
370,750
Notional value of interest rate caps and swaps
Fixed rate borrowings
149,637
167,097
182,250
188,500
316,734
370,750
Proportion of hedged debt
100.0%
100.0%
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
196
197
27. Stated capital
Stated capital represents the consideration received by the
Company for the issue of Ordinary Shares.
During the year the Company offered 15 new ordinary
shares for every 7 existing shares. This resulted in an
increase of 1,105,149,821 Ordinary Shares being issued.
Subsequently, there was a 10 for 1 split with the resulting
Ordinary shares in issue being 162,088,483.
29. Notes to the Statement of Cash Flows
29.1 Reconciliation of changes in liabilities to
cash flows arising from financing activities
28. Net asset value (NAV) per Share
Basic NAV per Share is calculated by dividing the net
assets in the Statement of Financial Position attributable
to ordinary equity holders of the parent by the number of
Ordinary Shares outstanding at the end of the year. See
Note 27 for futher explanation.
Further detail of the EPRA performance measures can be
found on pages 208 to 211.
The number of shares have been recalculated as though
the bonus issue and share consolidation were in place at
31 December 2023.
The number of Ordinary shares in issue at 31 December
2023 was previously stated at 515,736,583. This figure has
been multiplied by a bonus factor of 1.5777 representing the
bonus issue and 0.1 representing the share consolidation.
Prior to this restatement the NAV and EPRA NTA were
previously stated at 59.3p and 56.4p respectively.
31 December
2024
£’000
31 December
2023
£’000
Group
Issued and fully paid Shares of no par value
At start of the year
Shares issued in year
Share issue costs
513,762
110,515
(6,011)
513,762
-
-
At end of the year
618,266
513,762
Number of Shares in issue
At start of the year
Shares issued in year
Reduction in shares (See note above)
515,736,583
1,105,149,821
(1,458,797,921)
515,736,583
-
-
At end of the year
162,088,483
515,736,583
31 December
2024
£’000
31 December
2023
£’000
Group
Net asset value per Consolidated Statement of Financial Position
Adjustment for calculating EPRA net tangible assets:
Derivative financial instruments
Deferred tax liability
351,614
(11,608)
741
306,089
(16,009)
708
EPRA Net Tangible Assets
340,747
290,788
Number of Ordinary Shares in issue (2023 restated)
162,088,483
81,367,206
Net asset value per Share – basic and diluted (2023 restated)
216.9p
376.2p
EPRA Net Tangible Assets per Share – basic and diluted (2023 restated)
210.2p
357.4p
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
Bank
loans and
borrowings
£’000
Retail
Eligible
Bonds
£’000
Lease
liabilities
£’000
Total
£’000
Balance at 1 January 2024
365,603
49,907
11,475
426,985
Changes from financing cash flows:
Bank borrowings repaid
Bank and bond borrowing costs paid
Repayment of bond
Lease payments
(54,016)
(761)
-
-
-
-
(50,000)
-
-
-
-
(435)
(54,016)
(761)
(50,000)
(435)
Total changes from financing cash flows
(54,777)
(50,000)
(435)
(105,212)
Amortisation of issue costs
Unwinding of discount
1,497
-
93
-
-
404
1,590
404
Total other changes
1,497
93
404
1,994
Balance at 31 December 2024
312,323
-
11,444
323,767
Bank
loans and
borrowings
£’000
Retail
Eligible
Bonds
£’000
Lease
liabilities
£’000
Total
£’000
Balance at 1 January 2023
385,265
49,752
11,505
446,522
Changes from financing cash flows:
Bank and bond borrowings advanced
Bank borrowings repaid
Bank and bond borrowing costs paid
Lease payments
3,729
(23,771)
(495)
-
-
-
-
-
-
-
-
(435)
3,729
(23,771)
(495)
(435)
Total changes from financing cash flows
(20,537)
-
(435)
(20,972)
Amortisation of issue costs
Unwinding of discount
875
-
155
-
-
405
1,030
405
Total other changes
875
155
405
1,435
Balance at 1 January 2023
365,603
49,907
11,475
426,985
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
198
199
30. Financial risk management
30.1 Financial instruments
The Group’s principal financial assets and liabilities are
those that arise directly from its operations: trade and
other receivables, trade and other payables and cash and
cash equivalents. The Group’s other principal financial
assets and liabilities are bank and other loan borrowings,
amounts due to interest rate derivatives and lease
liabilities, the main purpose of which is to finance the
acquisition and development of the Group’s investment
property portfolio.
Set out below is a comparison by class of the carrying
amounts of the Group’s financial instruments that are
carried in the financial statements and their fair value:
The following financial liabilities are recorded in the
Consolidated Statement of Financial Position at amortised
cost but their fair value is different as disclosed above.
Their fair values are determined as follows:
• The fair value of bank and loan borrowings is
determined by reference to mark–to–market valuations
provided by the lenders.
• The fair value of Retail Eligible Bonds is determined by
their published market value.
• The fair value of the lease liability has been determined
as the present value of future cash flows discounted
using the Group’s incremental borrowing rate.
The following financial assets and liabilities are recorded
in the Consolidated Statement of Financial Position at fair
value which is determined as follows:
• The fair value of interest rate derivatives is recorded in
the Consolidated Statement of Financial Position and
is determined by forming an expectation that interest
rates will exceed strike rates and discounting these
future cash flows at the prevailing market rates as at the
year end.
Fair value hierarchy
The following table provides the fair value measurement
hierarchy for financial assets and liabilities measured at
fair value through profit or loss.
The different levels are defined as follows.
Level 1: Quoted (unadjusted) market prices in active
markets for identical assets or liabilities.
Level 2: Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
directly or indirectly observable.
Level 3: Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
unobservable.
For assets and liabilities that are recognised in the
consolidated financial statements on a recurring
basis, the Group determines whether transfers have
occurred between levels in the hierarchy by reassessing
categorisation at the end of each reporting period.
There have been no transfers between levels during the
year.
30.2 Risk management
The Group is exposed to market risk (including interest
rate risk), credit risk and liquidity risk. The Board of
Directors oversees the management of these risks.
The Board of Directors reviews and agrees policies for
managing each of these risks that are summarised below.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
Total
£’000
Quoted active
prices
(level 1)
£’000
Significant
observable
inputs
(level 2)
£’000
Significant
unobservable
inputs
(level 3)
£’000
Balance at 31 December 2024
Interest rate derivatives
11,608
-
11,608
-
31 December 2023
Interest rate derivatives
16,009
-
16,009
-
31 December 2024
31 December 2023
Carrying
value
£’000
Fair
value
£’000
Carrying
value
£’000
Fair
value
£’000
Group
Financial assets – measured at amortised cost
Trade and other receivables
Cash and short–term deposits
Financial assets – measured at fair value through
profit or loss
Interest rate derivatives
Financial liabilities – measured at amortised cost
Trade and other payables
Bank and loan borrowings
Retail eligible bonds
Lease liability
10,077
56,719
11,608
(29,244)
(312,323)
-
(11,444)
10,077
56,719
11,608
(29,244)
(301,293)
-
(11,444)
9,127
34,505
16,009
(30,984)
(365,603)
(49,907)
(11,475)
9,127
34,505
16,009
(30,984)
(354,124)
(46,700)
(11,475)
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
200
201
30.3 Market risk
Market risk is the risk that the fair values of financial
instruments will fluctuate because of changes in market
prices. The financial instruments held by the Group that
are affected by market risk are principally the Group’s
bank balances along with a number of interest rate swaps
entered into to mitigate interest rate risk.
The Group’s interest rate risk arises from long–term
borrowings issued at variable rates, which expose the
Group to cash flow interest rate risk. Borrowings issued at
variable rates expose the Group to fair value interest rate
risk. The Group manages its cash flow interest rate risk
by using floating to fixed interest rate swaps, interest rate
caps and interest rate swaps. Interest rate swaps have the
economic effect of converting borrowings from floating
rates to fixed rates. Interest rate caps limit the exposure to
a known level.
30.4 Credit risk
Credit risk is the risk that a counterparty will not meet
its obligations under a financial instrument or customer
contract, leading to a financial loss. The Group is exposed
to credit risk from both its leasing activities and financing
activities, including deposits with banks and financial
institutions. Credit risk is mitigated by tenants being
required to pay rentals in advance under their lease
obligations. The credit quality of the tenant is assessed
based on an extensive credit rating scorecard at the time
of entering into a lease agreement.
Outstanding trade receivables are regularly monitored.
The maximum exposure to credit risk at the reporting date
is the carrying value of each class of financial asset.
30.5 Credit risk related to trade receivables
Trade receivables, primarily tenant rentals, are presented
in the Group’s Statement of Financial Position net
of provisions for impairment. Credit risk is primarily
managed by requiring tenants to pay rentals in advance
and performing tests around strength of covenant prior to
acquisition.
30.6 Credit risk related to financial
instruments and cash deposits
One of the principal credit risks of the Group arises
with the banks and financial institutions. The Board of
Directors believes that the credit risk on short–term
deposits and current account cash balances is limited
because the counterparties are banks, who are committed
lenders to the Group, with high credit ratings assigned by
international credit–rating agencies.
The list of bankers for the Group, with their latest Fitch
credit ratings, was as follows:
30.7 Liquidity risk
Liquidity risk arises from the Group’s management of
working capital and, going forward, the finance charges
and principal repayments on its borrowings. It is the risk
that the Group will encounter difficulty in meeting its
financial obligations as they fall due, as the majority of
the Group’s assets are investment properties and are
therefore not readily realisable. The Group’s objective
is to ensure that it has sufficient available funds for its
operations and to fund its capital expenditure. This is
achieved by continuous monitoring of forecast and actual
cash flows by management.
The table below summarises the maturity profile of
the Group’s financial liabilities based on contractual
undiscounted payments.
While the bank borrowings aged liability interest rate
derivative aged liability within the below table are
presented separately, the payment obligation of the bank
borrowings is the net of the two balances.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
Bankers
Fitch Ratings
Barclays Bank Plc
A Stable
Royal Bank of Scotland
A+ Positive
Bank of Scotland plc
AA- Stable
Santander UK
A+ Stable
Aviva
A+ Stable
Scottish Widows Limited
A+ Stable
Group at 31 December 2024
Within
1 year
£’000
Between
1 and 2 years
£’000
Between
2 and 5 years
£’000
After
5 years
£’000
Total
£’000
Trade and other payables
bank borrowings and interest payments
Interest rate derivatives
Retail eligible bonds
Lease liability
(29,244)
(16,875)
6,554
-
(435)
-
(114,129)
5,025
-
(435)
-
(233,016)
4,919
-
(1,305)
-
-
-
-
(33,563)
(29,244)
(364,020)
16,498
-
(35,738)
(40,000)
(109,539)
(229,402)
(33,563)
(412,504)
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
202
203
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
Group at 31 December 2023
Within
1 year
£’000
Between
1 and 2 years
£’000
Between
2 and 5 years
£’000
After
5 years
£’000
Total
£’000
Trade and other payables
bank borrowings and interest payments
Interest rate derivatives
Retail eligible bonds
Lease liability
(30,984)
(20,104)
7,810
(51,125)
(435)
-
(20,104)
7,810
-
(435)
-
(344,139)
10,735
-
(1,305)
-
(62,282)
1,185
-
(33,999)
(30,984)
(446,629)
27,540
(51,125)
(36,175)
(94,838)
(12,729)
(334,709)
(95,096)
(537,373)
31. Capital management
The primary objective of the Group’s capital management
is to ensure that it remains a going concern and continues
to qualify for UK REIT status.
The Group’s capital is represented by reserves and
bank borrowings. The Board, with the assistance of
the Asset Manager and Investment Adviser, monitors
and reviews the Group’s capital so as to promote the
long–term success of the business, facilitate expansion,
deliver a quarterly dividend distribution and to maintain
sustainable returns for shareholders.
The Group’s policy on borrowings is as follows: the
level of borrowing will be on a prudent basis for the
asset class and will seek to achieve a low cost of funds,
while maintaining flexibility in the underlying security
requirements and the structure of both the portfolio and
of Regional REIT.
Based on current market conditions, the Board will target
Group net borrowings of 40% of Investment Property
Values at any time. However, the Board may modify the
Group’s borrowing policy (including the level of gearing)
from time to time in light of then–current economic
conditions, relative costs of debt and equity capital, fair
value of the Company’s assets, growth and acquisition
opportunities or other factors the Board deems
appropriate.
The optimal debt financing structure for the Group will
have consideration for key metrics including: fixed or
floating interest rate charged, debt type, maturity profile,
substitution rights, covenant and security requirements,
lender type, diversity and the lender’s knowledge and
relationship with the property sector.
32. Operating leases
The future minimum lease payments receivable under
non–cancellable operating leases in respect of the Group’s
property portfolio are as follows:
The Group has in excess of 940 operating leases.
The number of years remaining on these operating leases
varies between 1 and 997 years. The amounts disclosed
above represent total rental income receivable up to the
next lease break point on each lease. If a tenant wishes to
end a lease prior to the break point, a surrender premium
will be charged to cover the shortfall in rental income
received.
33. Segmental information
After a review of the information provided for
management purposes, it was determined that the Group
has one operating segment and therefore segmental
information is not disclosed in these consolidated financial
statements.
34. Transactions with related parties
Transactions with the Directors
The following persons and entities are related parties
because they have significant influence over the
reporting entity or are key management personnel or the
reporting entity.
Directors' remuneration is disclosed within the
Remuneration Report on page 150 and note 8 to the
financial statements. Directors' beneficial interests in the
Ordinary Shares of the Company are disclosed within the
Directors' Report.
The Asset Manager and Investment Adviser do not meet
the definition of a related party transaction. Full details of
the management arrangements are on page 101.
35. Subsequent Events
On 20 February 2025, the Company declared the Q4 2024
dividend of 2.20pps, which will be paid to shareholders on
4 April 2025.
Group
31 December
2024
£’000
31 December
2023
£’000
Receivable within 1 year
Receivable between 1–2 years
Receivable between 2–5 years
Receivable after 5 years
47,096
42,215
85,709
66,075
51,207
45,008
96,923
67,798
241,095
260,936
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
204
205
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
206
207
Share Register enquiries: Link Group
ADDITIONAL
INFORMATION
EPRA Performance Measures
208
Notes to the Calculation of EPRA Performance Measures
209
Property Related Capital Expenditure Analysis
212
Other Performance Measures
212
Glossary of Terms
214
AIFMD Disclosures
218
Company Information
220
Forthcoming Events
222
Shareholder Information
224
Dividend History
226
EPRA PERFORMANCE MEASURES
NOTES TO THE CALCULATION OF EPRA PERFORMANCE MEASURES
EPRA Performance Measure
Definition
EPRA
Performance
Measure
Year ended
31 December
2024
Year ended
31 December
2023
EPRA EARNINGS
Earnings from operational activities.
EPRA Earnings
EPRA Earnings per
Share (basic and
diluted
£22,659,000
19.2p
£26,962,000
33.1p*
The EPRA NAV set of metrics make adjustments to the NAV per the IFRS financial statements to provide stakeholders with the most relevant
information on the fair value of the assets and liabilities of a real estate investment company, under different scenarios.
EPRA Net Reinstatement Value
EPRA NAV metric which assumes that
entities never sell assets and aims to
represent the value required to rebuild
the entity.
EPRA Net
Reinstatement Value
EPRA Net
Reinstatement Value
per Share (diluted)
£381,885,000
235.6p
£337,030,000
414.2p*
EPRA Net Tangible Assets
EPRA NAV metric which assumes that
entities buy and sell assets, thereby
crystallising certain levels of unavoidable
deferred tax.
EPRA Net Tangible
Assets
EPRA Net Tangible
Assets per Share
(diluted)
£340,747,000
210.2p
£290,788,000
357.4p*
EPRA Net Disposal Value
EPRA NAV metric which represents
the Shareholders’ value under a
disposal scenario, where deferred
tax, financial instruments and certain
other adjustments are calculated to the
full extent of their liability, net of any
resulting tax.
EPRA Net Disposal
Value
EPRA Net Disposal
Value per Share
(diluted)
£362,644,000
223.7p
£320,775,000
394.2p*
EPRA Net Initial Yield (NIY)
Annualised rental income based on the
cash rents passing at the balance sheet
date, less non-recoverable property
operating expenses, divided by the
market value of the property with
(estimated) purchasers’ costs.
EPRA Net Initial Yield
6.3%
6.6%
EPRA ‘Topped-up’ NIY
This measure incorporates an adjustment
to the EPRA NIY in respect of the
expiration of rent-freeperiods (or other
unexpired lease incentives such as
discounted rent periods and stepped
rents).
EPRA ‘Topped-up’
Net Initial Yield
7.3%
7.5%
EPRA Vacancy Rate
Estimated Market Rental Value (ERV)
of vacancy space divided by ERV of the
whole portfolio.
EPRA Vacancy Rate
22.5%
20.0%
EPRA Costs Ratio
Administrative and operating costs
(including and excluding costs of direct
vacancy) divided by gross rental income.
EPRA Costs Ratio
EPRA Costs Ratio
(excluding direct
vacancy costs)
44.7%
17.4%
38.5%
16.4%
EPRA LTV
Debt divided by the market value of
property
EPRA LTV
44.8%
58.6%
The Group is a member of the European Public Real Estate
Association (“EPRA”).
EPRA has developed and defined the following
performance measures to give transparency,
comparability and relevance of financial reporting across
entities which may use different accounting standards.
The Group is pleased to disclose the following measures
which are calculated in accordance with EPRA guidance:
1. EPRA earnings
For calculations, please refer to note 12 to the financial
statements.
2. EPRA Net Reinstatement Value
3. EPRA Net Tangible Assets
4. EPRA Net Disposal Value
31 December
2024
31 December
2023
NAV per the financial statements
Fair value of derivative financial instruments
Purchaser costs
Deferred tax liability
351,614
(11,608)
41,138
741
306,089
(16,009)
46,242
708
EPRA Net Reinstatement Value
381,885
337,030
Dilutive number of Shares (2023 restated)
162,088,483
81,367,206
EPRA Net Reinstatement Value per Share (2023 restated)
235.6p
414.2p
31 December
2024
31 December
2023
NAV per the financial statements
Fair value of derivative financial instruments
Deferred tax liability
351,614
(11,608)
741
306,089
(16,009)
708
EPRA Net Tangible Assets
340,747
290,788
Dilutive number of Shares (2023 restated)
162,088,483
81,367,206
EPRA Net Tangible Assets per Share (2023 restated)
210.2p
357.4p
31 December
2024
31 December
2023
NAV per the financial statements
Adjustment for the fair value of bank borrowings
Adjustment for the fair value of retail eligible bonds
351,614
11,030
-
306,089
11,479
3,207
EPRA Net Disposal Value
362,644
320,775
Dilutive number of Shares (2023 restated)
162,088,483
81,367,206
EPRA Net Disposal Value per Share (2023 restated)
223.7p
394.2p
* See note 12.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
208
209
5. EPRA Net Initial Yield
6. EPRA Vacancy Rate
7. EPRA Cost Ratios
31 December
2024
31 December
2023
Investment properties
Purchaser costs
622,480
41,138
700,720
46,241
663,618
746,961
Annualised cash passing rental income
Property outgoings
53,840
(11,901)
59,522
(10,077)
Annualised net rents
41,939
49,445
Add notional rent expiration of rent-free periods or other lease incentives
6,604
6,670
Topped-up net annualised rent
48,543
56,115
EPRA NIY
6.3%
6.6%
EPRA topped up NIY
7.3%
7.5%
31 December
2024
31 December
2023
Estimated Market Rental Value (ERV) of vacant space
Estimated Market Rental Value (ERV) of whole portfolio
17,303
77,029
16,650
83,314
EPRA Vacancy Rate
22.5%
20.0%
Year ended
31 December
2024
Year ended
31 December
2023
Property costs
Less recoverable service charge income and other similar costs
Add administrative and other expenses
45,021
(25,742)
9,851
38,161
(21,825)
10,626
EPRA costs (including direct vacancy costs)
29,130
26,962
Direct vacancy costs
(17,791)
(15,441)
EPRA costs (excluding direct vacancy costs)
11,339
11,521
Gross rental income
Less recoverable service charge income and other similar items
90,981
(25,742)
91,880
(21,825)
Gross rental income less ground rents
65,239
70,055
EPRA Cost Ratio (including direct vacancy costs)
44.7%
38.5%
EPRA Cost Ratio (excluding direct vacancy costs)
17.4%
16.4%
NOTES TO THE CALCULATION OF EPRA PERFORMANCE MEASURES
Calculated as the value of investment properties divided
by annualised net rents:
The Group has not capitalised any overhead or operating
expenses in the accounting years disclosed above.
8. EPRA LTV
2023
2024
31 December 2024
£’000
31 December 2023
£’000
Borrowings from financial institutions
Retail eligible bonds
Net payables
Cash and cash equivalents
316,734
-
12,460
(56,719)
370,750
50,000
17,188
(34,505)
EPRA Net debt
272,475
403,433
Investment properties at fair value*
Financial Assets – loans
607,458
337
687,695
578
Total property value
607,795
688,273
EPRA LTV
44.8%
58.6%
Trade and other receivables - current
Less tenant loans
Current liabilities
Right of use asset
Finance lease liabilities
35,079
(193)
(46,752)
10,849
(11,444)
32,837
(193)
(49,344)
10,987
(11,475)
Net receivables/(payables)
(12,461)
(17,188)
* Colliers' valuation net of smoothing see note 3.1.1
EPRA BPR Awards
The Company is please to be have been granted again
an EPRA BPR Gold Award in respect of the Company's
compliance with EPRA's Best Practice Recommendations
for financial reporting of listed property companies.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
210
211
Net LTV
31 December 2024
£’000
31 December 2023
£’000
Borrowings from financial institutions
Retail eligible bonds
Cash and cash equivalents
316,734
-
(56,719)
370,750
50,000
(34,505)
Net debt
260,015
386,245
Investment properties at valuation
622,480
700,720
Net LTV
41.8%
55.1%
OTHER PERFORMANCE MEASURES
300 Bath Street, Glasgow
31 December
2024
31 December
2023
Acquisitions
Development
Investment properties
Incremental lettable space
No incremental lettable space
Tenant incentives
Other material non-allocated types of expenditure
Capitalised interest
-
-
-
8,262
-
-
-
5
-
-
10,255
-
-
-
Total capital expenditure
8,262
10,260
Conversion from accruals to cash basis
-
-
Total capital expenditure on cash basis
8,262
10,260
PROPERTY RELATED CAPITAL EXPENDITURE ANALYSIS
Acquisitions – this represents the purchase cost of
investment properties and associated incidental purchase
expenses such as stamp duty land tax, legal fees, agents’
fees, valuations and surveys.
Subsequent capital expenditure - this represents capital
expenditure which has taken place post the initial
acquisition of an investment property.
REGIONAL REIT
212
213
GLOSSARY
OF TERMS
AIC – Association of Investment Companies. A trade body
for closed-end investment companies (www.theaic.co.uk).
AIF – Alternative Investment Fund.
AIFMD – Alternative Investment Fund Managers Directive.
Issued by the European Parliament in 2012 and 2013, the
Directive requires the Company to appoint an Alternative
Investment Fund Manager (AIFM). The Board of Directors
of a closed-ended investment company nevertheless
remains fully responsible for all aspects of the Company’s
strategy, operations and compliance with regulations.
AIFM – Alternative Investment Fund Manager. The entity
which ensures the Company complies with the AIFMD. The
Company’s AIFM is ESR Europe Investment Management
Limited.
Alternative Performance Measures (APMs) – APMs are
key performance indicators used by the Board to assess
the Company’s performance.
Asset and Property Manager – ESR Europe PM Limited.
Auditor – RSM UK Audit LLP.
Board – the Board of Directors of the Company.
Borrowings – aggregate amount of total drawn bank
facilities and the retail eligible bond.
Break Option – a clause in a lease which provides the
landlord or tenant with an ability to terminate the lease
before its contractual expiry date.
CAPEX – capital expenditure relates to spend used by the
organisation to maintain or upgrade physical assets.
Company – Regional REIT Limited (Company Number
60527).
Company Adjusted Earnings – a company specific
earnings measure which adds back the performance fee
charged in the accounts to EPRA Earnings.
Core Plus Property – growth and income properties
with the ability to increase cash flows through asset
management initiatives.
Core Property – stable income properties with low risk.
Directors – the Directors of the Company whose names
are set out on page 220.
EPC – Energy Performance Certificate.
EPRA – European Public Real Estate Association, a real
estate industry body, which has issued Best Practice
Recommendations to provide consistency and transparency
in real estate financial reporting across Europe.
EPRA Cost Ratio – ratio of overheads and operating
expenses against gross rental income. Net overheads
and operating expenses relate to all administrative and
operating expenses including the share of joint ventures’
overheads and operating expenses, net of any service
fees, recharges or other income specifically intended to
cover overhead and property expenses.
EPRA Dividend Cover – EPRA earnings per Share divided
by the dividend per Share.
EPRA Earnings – profit after taxation excluding
investments and development property revaluations and
gains/losses on disposals, changes in the fair value of
financial instruments and associated close-out costs and
their related taxation.
EPRA LTV – EPRA Loan-To-Value is calculated as debt
(including net payables) divided by market value of
property as defined in the EPRA Best Practice Guidelines
EPRA Net Asset Value (EPRA NAV) – IFRS assets excluding
the mark-to-market on effective cash flow hedges
and related debt instruments and deferred taxation
revaluations.
EPRA Net Initial Yield (EPRA NIY) – annualised rental
income based on the cash rents passing at the balance
sheet date, less non-recoverable property operating
expenses, divided by the market value of the property with
(estimated) purchasers’ costs.
EPRA Net Tangible Assets (EPRA NTA) – EPRA Net
Asset Value Measure assumes that entities buy and sell
assets, thereby crystallising certain levels of unavoidable
deferred tax.
EPRA Occupancy Like for Like – the like-for-like
movement in EPRA Occupancy against the same period
in the prior year, on properties owned throughout both
comparable periods.
EPRA Occupancy Rate – occupancy expressed as a
percentage being the ERV of let space divided by ERV
of the whole portfolio. Occupancy Rate should only be
calculated for all completed properties but excluding those
properties which are under development.
EPRA “Topped Up” Net Initial Yield – this measure
incorporates an adjustment to the EPRA NIY in respect
of the expiration of rent-free periods (or other unexpired
lease incentives such as discounted rent periods and
stepped rents).
EPRA Total Return – the movement in EPRA NTA plus the
dividend distributions paid during the period, expressed as a
percentage of the EPRA NTA at the beginning of the period.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
214
215
Over Rented – when the Contracted Rent is higher than
the ERV.
Passing Rent – the rent that is payable at any particular
time, allowing for lease incentives. This phrase is often
used for Contracted Rent.
Property Income Distributions (PID) – profits from
property related business distributed to Shareholders
which are subject to tax in the hands of the Shareholders
as property income. PIDs are normally paid net of
withholding tax, currently at 20%, which the REIT pays to
the tax authorities on behalf of the Shareholder. Certain
types of Shareholder (i.e. pension funds) are tax exempt
and receive PIDs without withholding tax. Property
companies also pay out normal dividends, called non-PIDs,
which are treated as not subject to withholding tax.
Prospectus – the Company’s prospectus issued on 27 June
2024.
REIT – a qualifying entity which has elected to be treated
as Real Estate Investment Trust for tax purposes. In the
UK such entities must be listed on a recognised stock
exchange, must be predominately engaged in property
investments activities and must meet certain ongoing
qualifications as set out under section 705 E of the Finance
Act 2013.
Rent Review – periodic review of rent during the term of a
lease, as provided for within a lease agreement.
Rent Roll – is the contracted gross property rent
receivable which becomes payable after tenant incentives
in the letting have expired.
Reversion – expected increase in rent estimated by the
Company’s External Valuers, where the passing rent is
below the ERV. The increases to rent arise on rent reviews
and lettings.
Reversionary Yield – anticipated yield, excluding lease
expiry, to which the Net Initial Yield will rise (or fall)
once the rent reaches the Estimated Rental Value. ERV/
Investment Properties Value expressed as a percentage.
Shareholder – a holder of Shares in the Company.
Shares – ordinary Shares issued by the Company.
SIPP – self-invested personal pension.
SONIA – Sterling Overnight Index Average.
SSAS – small self–administered scheme.
TCFD – Task Force on Climate-Related Financial
Disclosures created in 2015 by the Financial Stability
Board to develop consistent climate-related financial risk
disclosures for use by companies, banks, and investors in
providing information to stakeholders.
Total Shareholder Return – the movement in the
Share price, plus the dividend distributions received and
reinvested in the period, expressed as percentage of the
Share price at the beginning of the period.
Triple Net Initial Yield (NNNIY) – (Annualised current
passing rent net of property related taxes, building
insurance, and maintenance costs (the three “nets”))/
(Investment Properties Value).
UN SDG – the Sustainable Development Goals or Global
Goals are a collection of 17 interlinked global goals
designed to be a “blueprint to achieve a better and more
sustainable future for all”. The SDGs were set up in 2015
by the United Nations General Assembly and are intended
to be achieved by the year 2030.
Weighted Average Cost of Debt (WACD) – Group
borrowings interest and net derivative costs per annum at
the period end, divided by total Group debt in issue at the
period end.
Weighted Average Debt Duration (WADD) – is
calculated by multiplying each tranche of Group debt by
the remaining period to its maturity, with the sum of the
results being divided by total Group debt in issue at the
period end.
Weighted Average Debt to Maturity (WAD) – each
tranche of Group debt is multiplied by the remaining
period to its maturity and the result is divided by total
Group debt in issue at the period end.
Weighted Average Effective Interest Rate – the Group’s
loan interest and hedging derivative costs per annum
divided by total Group debt in issue at the period end.
Weighted Average Unexpired Lease Term (WAULT) – is
the average lease term remaining to first break, or expiry,
across the portfolio weighted by rental income (including
rent-free).
Yield Compression – occurs when the net equivalent yield
of a property decreases, measured in basis points.
EPRA Triple NAV (EPRA NNNAV) – EPRA net assets
adjusted to include deferred tax liabilities and the fair
values of financial instruments and debt.
EPRA Vacancy Rate – occupancy expressed as a
percentage being the ERV of vacant space divided by ERV of
the whole portfolio. Vacancy Rate should only be calculated
for all completed properties but excluding those properties
which are under development.
Equivalent Yield – weighted average of the initial yield and
reversionary yield, representing the return that a property
will produce based on the occupancy data of the tenant
leases.
ESG – Environmental, Social and Corporate Governance
refers to the three central factors in measuring the
sustainability and societal impact of an investment in a
company or business.
Estimated Rental Value (ERV) or Market Rent (MR) –
external valuers’ opinion as to what the open market rental
value of the property is on the valuation date and which
could reasonably be expected to be the rent obtainable on
a new letting of that property on the valuation date.
External Valuer – independent external valuer of a
property. The Company’s external valuer is Colliers
International Property Consultants Ltd.
Fair Value Adjustment – accounting adjustment to change
the book value of an asset or liability to its market value.
GRESB – the Global Real Estate Sustainability Benchmark.
The assessment is the investor-driven global ESG
benchmark and reporting framework for listed property
companies, private property funds, developers and
investors that invest directly in real estate.
Gross Asset Value – the aggregate value of the total assets
of the Company as determined in accordance with the
accounting principles adopted by the Company from time
to time.
Gross Investment Property Assets – investment
properties encompassing the entire property portfolio of
freehold and leasehold assets.
Gross Loan-to-Value (LTV) Ratio – (Borrowings)/
(Investment Properties Value), expressed as a percentage.
Gross Rental Income – see Rent Roll.
Group – Regional REIT Limited and its subsidiaries.
IAS – an international accounting standard established by
the International Accounting Standards Board.
Investment Adviser - ESR Europe Private Markets Limited.
IPO – Initial Public Offering. The Company’s admission to
the London Stock Exchange was on 6 November 2015.
ISA – Individual Savings Account.
Law – The Companies (Guernsey) Law 2008, as amended.
Lease – legally binding contract between a landlord and
a tenant which sets out the basis on which the tenant is
permitted to occupy a property, including the lease length.
Lease Incentive – payment used to encourage a tenant
to take on a new lease; for example, a landlord paying
a tenant a sum of money to contribute to the cost of a
tenant’s fit-out of a property or by allowing a rent-free
period.
Lease Re-gear – renegotiation of a lease during the term
and often linked to another lease event; for example, a
Break Option or Rent Review.
Lease Renewal – renegotiation of a lease with the existing
tenant at its contractual expiry.
Lease Surrender – agreement whereby the landlord and
tenant bring a lease to an end other than by contractual
expiry or the exercise of a Break Option. This will
frequently involve the negotiation of a surrender premium
by one party to the other.
Mark-to-Market (MTM) – difference between the book
value of an asset or liability and its market value.
Net Asset Value (NAV) (or Shareholders’ Funds) (Prior
EPRA methodology) – the value of the investments
and other assets of an investment company, plus cash
and debtors, less borrowings and any other creditors.
It represents the underlying value of an investment
company at a point in time.
Net Debt – total cash and cash equivalents less short- and
long-term debt.
Net Gearing – (Borrowings – cash and cash equivalents)/
(Total Issued Shares + Retained Earnings).
Net Loan-to-Value (LTV) Ratio / Net Borrowings –
(Borrowings (before debt issuance costs) – less cash)/
(Investment Properties Value) expressed as percentage.
Occupancy Percentage – percentage of the total area of
all properties and units currently let to tenants.
Ongoing Charges – a measure, expressed as a percentage
of NAV, of the regular, recurring costs of running an
investment company, which is calculated in line with AIC
methodology.
Ordinary Resolution – a resolution passed by more than 50
per cent. majority in accordance with the Companies Law.
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
216
217
The Alternative Investment Fund Managers’ Directive
(“AIFMD”) requires certain information to be made
available to investors before they invest in Alternative
Investment Funds and requires that material changes to
this information be disclosed in the annual report of each
AIF. Those disclosures that are required to be made pre-
investment are included within the Initial Public Offering
(“IPO”) prospectus and subsequent equity capital raise
prospectuses, which can be found on the Group’s website
at: www.regionalreit.com.
Management agreement
In April 2023, ESR Europe LSPIM Limited (formerly ARA Asset
Management Limited) acquired a majority stake in London
& Scottish Property Investment Management Limited.
In October 2023, ESR Europe Private Markets Limited
(formerly ARA Europe Private Markets Limited) was
appointed as the Company's Investment Adviser.
In August 2024, ESR Europe Investment Management
Limited was appointed as the Alternative Investment Fund
Manager (AIFM), replacing Toscafund Asset Management
LLP.
ESR Europe Investment Management Limited was
authorised by the UK's Financial Conduct Authority on 1
August 2024.
Continuing appointment of the AIFM
The Board continually reviews the performance of the
AIFM. The Board, through its Management Engagement
and Remuneration Committee, has considered the
performance of the AIFM and the terms of its engagement.
It is the opinion of the Board that the continuing
appointment of the AIFM on the terms agreed is in the
interests of Shareholders as a whole. The Board believe
that by calculating the management fee on the basis
of EPRA NTA, the interests of the Asset Manager and
Investment Adviser are closely aligned with those of the
Shareholders.
Principal risks and uncertainties
An explanation of the principal risks and how they are
managed and the policy and practice with respect to
financial instruments are contained in note 30 on pages
200 to 203.
Leverage
Leverage is defined in the AIFMD as any method by
which the Group increases its exposure, whether through
borrowing of cash or securities, or leverage embedded in
derivative positions or by any other means.
Leverage has been measured in terms of the Group’s
exposure and is expressed as a ratio of net asset
value. The AIFMD requires this ratio to be calculated
in accordance with both the Gross Method and the
Commitment Method. Details of these methods of
calculation can be found by referring to the AIFMD. In
summary, these methods express leverage as a ratio of
the exposure of debt, non-sterling currency, equity or
currency hedging and derivatives exposure against the
net asset value. The principal difference between the
two methods is that the Commitment Method enables
derivative instruments to be netted off to reflect hedging
arrangements and the exposure is effectively reduced,
while the Gross Method aggregates the exposure.
The AIFMD introduced a requirement for the AIFM to set
maximum levels of leverage for the Group. The Company’s
AIFM has set a maximum limit of 400 for both the Gross
and Commitment Methods of calculating leverage.
At 31 December 2024, this gives the following figures:
In accordance with the AIFMD, any changes to the
maximum level of leverage set by the Group will
be communicated via the Group’s website to the
Shareholders.
AIFMD DISCLOSURES
Leverage Exposure
Gross Method
Commitment
Method
Maximum
400
400
Actual
266
285
Coach Works, Leeds
REGIONAL REIT
218
219
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
220
221
Registered Office
Regional REIT Limited
Mont Crevelt House
Bulwer Avenue
St. Sampson
Guernsey
GY2 4LH
Company Secretary
MUFG Corporate Governance Ltd
51 Lime Street, London,
EC3M 7DQ
Asset Manager
ESR Europe LSPIM Limited
300 Bath Street Glasgow
G2 4JR
Investment Adviser
ESR Europe Private Markets Limited
15 Marylebone Road
London
NW1 5JD
Financial Adviser and Joint Broker
Peel Hunt LLP
7th Floor
100 Liverpool Street London
EC2M 2AT
Joint Broker
Shore Capital
Cassini House
57 St James's Street
London
SW1A 1LD
Legal Adviser to the Company
Macfarlanes LLP
20 Cursitor Street
London
EC4A 1LT
Administrator
Orbitus Fund Services (Guernsey)
Limited
Mont Crevelt House
Bulwer Avenue
St. Sampson
Guernsey
GY2 4LH
Sub-Administrator
Waystone Administration Solutions
(UK) Limited
Broadwalk House
Southernhay West
Exeter
EX1 1TS
Registrar
MUFG Corporate Markets (Guernsey)
Limited
Mont Crevelt House
Bulwer Avenue
St Sampson
Guernsey
GY2 4LH
Independent Auditor
RSM UK Audit LLP
Third Floor
Centenary House
69 Wellington Street Glasgow
G2 6HG
Depositary
Ocorian Depositary (UK) Limited
20 Fenchurch Street
London
EC3M 3BY
Public Relations
FTI Consulting
200 Aldersgate
Aldersgate Street, London
EC1A 4HD
Property Valuer
Colliers International Property
Consultants Limited
95 Wigmore Street
London
W1U 1FF
Tax Adviser
KPMG LLP
319 St Vincent Street
Glasgow
G2 5AS
Regional REIT Limited ISIN:
GG00BSY2LD72
SEDOL:
BSY2LD72
Legal Entity Identifier:
549300D8G4NKLRIKBX73
Company website
www.regionalreit.com
COMPANY
INFORMATION
REGIONAL REIT
220
DIRECTORS
David Hunter (Chairman and Independent Non-Executive Director)
Massy Larizadeh (Senior Independent Non-Executive Director, Chair of the Nomination
Committee and Management Engagement and Remuneration Committee)
Nicole Burstow (Non-Executive Director)
Frances Daley (Independent Non-Executive Director, Chair of the Audit Committee)
Stephen Inglis (Non-Executive Director)
15 MAY
Q1 Trading Update
9 SEPT
Interim Results
Announcement
12 NOV
Q3 Trading Update
Note: all future dates are provisional and subject to change.
FORTHCOMING
EVENTS
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
222
223
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
224
225
Share Register enquiries: Link Group
Please phone: 0371 664 0300 for any questions about:
• changing your address or other details
• your Shares
• buying and selling Shares
Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. The Registrar is open between 09:00 and 17:30, Monday
to Friday, excluding public holidays in England and Wales. For Shareholder
enquiries, please email: shareholderenquiries@cm.mpms.mufg.com
SHAREHOLDER
INFORMATION
Q4 2024
Q3 2023
Q2 2023
Q1 2023
22/02/2024
09/11/2023
12/09/2023
24/05/2023
29/02/2024
16/11/2023
21/09/2023
01/06/2023
01/03/2024
17/11/2023
22/09/2023
02/06/2023
05/04/2024
12/01/2024
19/10/2023
04/08/2023
1.20
1.20
1.20
1.65
5.25
-
-
-
-
-
1.20
1.20
1.20
1.65
5.25
Total dividend
Year
Period
Announcement date
Ex-date
Record date
Payment date
PID
Non-PID
Pence per share
Q4 2024
Q3 2024
Q2 2024*
Q1 2024
20/02/2025
13/11/2024
10/09/2024
22/05/2024
27/02/2025
21/11/2024
19/09/2024
30/05/2024
28/02/2025
22/11/2024
20/09/2024
31/05/2024
04/04/2025
10/01/2025
18/10/2024
02/07/2024
2.20
2.20
2.20
1.20
7.80
-
-
-
-
-
2.20
2.20
2.20
1.20
7.80
Q4 2021
Q3 2021
Q2 2021
Q1 2021
24/02/2022
11/11/2021
26/08/2021
19/05/2021
03/03/2022
18/11/2021
09/09/2021
27/05/2021
04/03/2022
19/11/2021
10/09/2021
28/05/2021
08/04/2022
12/01/2022
15/10/2021
16/07/2021
1.70
1.60
1.60
1.60
6.50
-
-
-
-
-
1.70
1.60
1.60
1.60
6.50
Q4 2020
Q3 2020
Q2 2020
Q1 2020
25/02/2021
12/11/2020
26/08/2020
21/05/2020
04/03/2021
19/11/2020
03/09/2020
04/06/2020
05/03/2021
20/11/2020
04/09/2020
05/06/2020
09/04/2021
08/01/2021
16/10/2020
17/07/2020
1.50
1.50
1.50
1.90
6.40
-
-
-
-
-
1.50
1.50
1.50
1.90
6.40
Q4 2019
Q3 2019
Q2 2019
Q1 2019
27/02/2020
14/11/2019
29/08/2019
23/05/2019
05/03/2020
21/11/2019
05/09/2019
06/06/2019
06/03/2020
22/11/2019
06/09/2019
07/06/2019
09/04/2020
19/12/2019
15/10/2019
12/07/2019
2.55
1.90
1.90
1.90
8.25
-
-
-
-
-
2.55
1.90
1.90
1.90
8.25
Q4 2018
Q3 2018
Q2 2018
Q1 2018
21/02/2019
15/11/2018
31/08/2018
17/05/2018
28/02/2019
22/11/2018
13/09/2018
24/05/2018
01/03/2019
23/11/2018
14/09/2008
25/05/2018
11/04/2019
21/12/2018
15/10/2018
13/07/2018
2.50
1.85
1.85
1.85
8.05
-
-
-
-
-
2.50
1.85
1.85
1.85
8.05
Q4 2017
Q3 2017
Q2 2017
Q1 2017
22/02/2018
14/11/2017
31/08/2017
25/05/2017
01/03/2018
23/11/2017
07/09/2017
08/06/2017
02/03/2018
24/11/2017
08/09/2017
09/06/2017
12/04/2018
22/12/2017
13/10/2017
14/07/2017
2.21
1.62
1.08
1.26
6.17
0.25
0.18
0.72
0.54
1.69
2.45
1.80
1.80
1.80
7.85
Q1 1 Jan to 31 Mar
Q2 1 Apr to 30 Jun
Q3 1 Jul to 30 Sep
Q4 1 Oct to 31 Dec
2023
2024
2020
2018
2021
2019
2017
Q4 2022
Q3 2022
Q2 2022
Q1 2022
23/02/2023
10/11/2022
24/08/2022
25/05/2022
02/03/2023
17/11/2022
01/09/2022
01/06/2022
03/03/2023
18/11/2022
02/09/2022
06/06/2022
06/04/2023
12/01/2023
14/10/2022
15/07/2022
1.65
1.65
1.65
1.65
6.60
-
-
-
-
-
1.65
1.65
1.65
1.65
6.60
DIVIDEND
HISTORY
2022
* 1 for 10 share consolidation 29/7/2024
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
226
227
NOTES
NOTES
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
228
229
NOTES
NOTES
ANNUAL REPORT AND ACCOUNTS 2024
REGIONAL REIT
230
231
Mont Crevelt House
Bulwer Avenue
St. Sampson
Guernsey
GY2 4LH
www.regionalreit.com