2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences across our
West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related Financial Disclosures
75
Viability statement
77
Non-financial and sustainability information statement
78
Sustainability
80
Our environment, community and sustainability
approach and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
2024 EPRA
Sustainability Data Report
March 2025
Our TCFD
Report 2024
March 2025
2040 Net Zero
Carbon Pathway
March 2025
EPRA Sustainability Data Report
TCFD Report
Net Zero Carbon Pathway
https://www.shaftesburycapital.com/en/
responsibility/policies-and-reports.html
https://www.shaftesburycapital.com/en/
responsibility/policies-and-reports.html
https://www.shaftesburycapital.com/
en/responsibility/environment/net-zero-
carbon-pathway.html
The leading central
London mixed-use REIT
Corporate governance report
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture and employee
engagement
114
The role of the Board and its Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
218
Alternative performance measures
221
EPRA measures
226
Analysis of property portfolio
227
Historical record
228
Board and advisers
229
Dividends
230
Glossary
234
Greenhouse gas emissions
235
Shareholder information
236
Cautionary statement
The sections of the Annual Report which make up the Strategic
Report are set out on the inside cover. The Strategic Report has been
approved for issue by the Board of Directors on 26 February 2025.
On behalf of the Board
Ian Hawksworth
Chief Executive
Shaftesbury Capital PLC is the leading
central London mixed-use REIT. Our property
portfolio extends to 2.7 million square feet of
lettable space across the most vibrant areas of
London’s West End. With a diverse mix of shops,
restaurants, cafés, bars, residential and offices,
our destinations include the high footfall, thriving
neighbourhoods of Covent Garden, Carnaby,
Soho and Chinatown. Our properties are close
to the main West End Underground stations and
transport hubs for the Elizabeth Line.
At a glance
Who we are
Diverse mixed-use portfolio
Read more on page 24
Read more on page 26
Read more on page 28
53%
32%
15%
£4.8 bn
£193 m
£203 m
£237 m
£251 m
£5.0 bn
Property valuation (billion)
Annualised gross income (million)
ERV (million)
2024
2023
Metrics reflect percentage of wholly-owned portfolio value.
www.shaftesburycapital.com
1
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report
The year in review
Strong financial performance
Excellent operating
performance
A sustainable business
― Growth in rents, earnings, dividends and NTA
― +16.2% underlying earnings driven by rental growth
and cost savings
― +5.2% growth in EPRA NTA driven by +4.5% L-f-L
valuation growth
― Dividend of 3.5p per share (2023: 3.15p)
― Refinancing activity extending the debt maturity profile
― High footfall with +3% L-f-L customer sales growth
vs 2023
― Significant growth in ERV and annualised cash rents
― 473 leasing transactions completed, £48.7 million,
+9% vs Dec 2023 ERV
― Converting reversion into contracted income
― High occupancy, 2.6% ERV available to let
― Active capital rotation, improving portfolio quality
― Commitment to become Net Zero Carbon by 2040
― Future proofing our heritage buildings
― 88% of units have an EPC rating of A-C
― Ongoing stakeholder and community engagement
― Value the communities that make our places thrive
― Our people are key to our success and achieving
our purpose
Read more on page 32
Read more on page 78
Read more on page 50
2
Shaftesbury Capital PLC | 2024 Annual Report
Financial strength
Operational performance
Sustainability performance
EPRA NTA
200.2p
(2023: 190.3p)
Low vacancy
2.6%
Underlying earnings per share
4.0p
(Pro forma FY 2023: 3.4p)
L-f-L ERV growth
+7.7%
2024 ERV £250.6m
Reduction in Scope 1 & 2 emissions
on published 2019 baseline
34%
(2023: 31%)
EPRA LTV
27%
(2023: 31%)
Underlying earnings growth
+16.2%
Basic earnings per share
13.8p
(2023: 45.5p)
L-f-L annualised gross income
+8.0%
2024 AGI £202.8m
Employee engagement
82%
Access to liquidity
£560m
(2023: £486m)
Dividend growth
+11.1%
Property valuation
£5.0bn
(2023: £4.8bn)
L-f-L valuation growth
+4.5%
2024 valuation £5.0bn
Carbon footprint reduction on
published 2019 baseline
50%
(2023: 45%)
Read more on page 50
Read more on page 32
Read more on page 78
3
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report
Delivering on our priorities
Deliver growth in rents, earnings and dividends
Leasing ahead of previous passing rents and cost discipline has
resulted in 16.2 per cent growth in underlying earnings
and progressive dividends.
Active asset rotation through capital recycling
£340.6 million of disposals completed since merger, including
sale of 50 per cent interest in Longmartin associate. £86 million
reinvested in acquisitions, including the freehold interests in
25-31 James Street, Covent Garden, presenting significant
asset management opportunities with excellent rental
growth prospects.
Maintain a strong balance sheet with access
to liquidity
Completion of new £75 million unsecured loan facility,
extension of £350 million senior unsecured loan facility to
2027, and refinancing of £300 million revolving credit facility,
extending maturity to 2028.
Realise the long-term potential of our assets
Dynamic leasing and creative asset management activity has
resulted in 7.7 per cent L-f-L ERV growth and 4.5 per cent L-f-L
valuation growth during the year.
Our medium-term priorities
–
Deliver growth in rents, earnings
and dividends
–
Realise the long-term potential of our assets
–
Accelerate cost savings and operating efficiencies
–
Accretive investment into our portfolio
–
Active asset rotation through capital recycling
–
Maintain a strong balance sheet with access to
liquidity
–
Deliver on our environmental commitments and
support our local communities and stakeholders
–
Be a good partner for our people, customers and
stakeholders
4
Accelerate cost savings and operating
efficiencies
Significant cost savings achieved as we progress towards an
effective and efficient organisational structure. EPRA cost ratio
reduced to 37 per cent.
Deliver on our environmental commitments
and support our local communities and
stakeholders
EPRA Sustainability Data Report published including the first
year of combined data as Shaftesbury Capital and achieved
a Gold award for our reporting.
Be a good partner for our people, customers
and stakeholders
Our Community Investment Forum which comprises employees
from across the business oversees our programme of community
investment which totalled £0.9 million of value this year.
We carried out an employee survey, which had an overall
engagement score of 82 per cent, ahead of the global benchmark.
Accretive investment into our portfolio
Active asset management and refurbishment initiatives,
including completion of office schemes at The Hide, Ganton
Street and The Floral, delivering rents in excess of £100 per
square foot.
5
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Impossible
to replicate portfolio
in the heart of
London’s West End
c. 635
Buildings
c. 1,900
Lettable units1
2.7m sq ft
Lettable space
£5.0bn
Portfolio valuation
Strategic report
33%
Food & beverage
18%
Office
13%
Residential
36%
Retail
1. Excludes long-leasehold residential interests
Represents percentage of wholly-owned portfolio valuation
Carnaby Street
6
Shaftesbury Capital PLC | 2024 Annual Report
Map is for indicative purposes only as at 31 December 2024
Chinatown
Covent Garden
Ownership
7
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report
London is a leading global city and has long demonstrated its
enduring appeal as one of the world’s greatest cities, it has the
largest economy of any Western European city. Additionally,
there is a substantial population in south-east England within
easy commuting or visiting distance.
The breadth of its economy encompasses:
― a leading global commercial centre
― a major hub for creative industries, from technology to media
― a globally-recognised location for education and research
― home to world-class visual and performing arts facilities
― diverse and vibrant residential communities
― an unrivalled variety of heritage and cultural attractions which
draw large numbers of domestic and international visitors.
Why we invest in London’s
West End
Our property portfolio, valued at £5.0 billion, extends to 2.7 million square feet
of lettable space across the most vibrant areas of London’s West End.
At the heart of the city, the West End is a world-class
destination for innovative and accessible dining, shopping,
leisure, entertainment and culture with approximately 43
theatres and a significant number of hotel keys across the
district, attracting approximately 200 million domestic
and international visitors per annum. Its huge working and
residential population provides a regular, daily customer base
for its hospitality, retail and leisure businesses.
We are invested in the heart of London’s West End,
establishing and extending our ownership in high-footfall areas,
which are close to major employment locations, transport
hubs and visitor attractions. We adopt a disciplined approach
to investment to deliver long-term income and value growth
through investment, curation and responsible stewardship,
benefitting all stakeholders and contributing to the success
of the West End.
The West End, and our portfolio in particular, provides the
prospect of high occupancy, low capital requirements and
reliable, growing long-term cash flows. Whilst the buildings we
buy tend to contain a mix of uses, we prefer those which either
have, or have the potential for, hospitality, retail or leisure-led
uses on the lower floors.
At the heart of London’s transport network, our properties
are close to the main West End Underground stations, within
10 minutes’ walk of the two West End transport hubs for the
Elizabeth Line at Tottenham Court Road and Bond Street,
(where passenger traffic has increased significantly), and near
major main line transport including Charing Cross Station and
Waterloo Station.
Our iconic destinations provide a seven-days-a-week trading
environment and exposure to an extensive and diverse local,
domestic and international customer base which has proven to
be resilient throughout economic cycles. There is a broad pool
of domestic and international investors attracted to prime West
End real estate.
London’s West End
c.200m
1
West End visitors
c.220m
2
2024 Elizabeth Line journeys
1. NWEC
2. TfL
8
Shaftesbury Capital PLC | 2024 Annual Report
9
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Our competitive strengths
Strategic report
Our people
– High-performance, professional, inclusive and
entrepreneurial culture, reflective of our business
strategy where creativity and innovation are
promoted across the business
– Collaborative environment where people are
motivated to give their best
Strong capital structure
– Resilience, flexibility and efficiency
– Access to significant liquidity
– Disciplined approach to capital allocation
– Prudent approach to financial leverage
and risk
Our portfolio
– Concentrated in iconic, high-footfall
destinations in the West End
– Balance of uses with diversified
income streams
– Long history of occupier demand
exceeding availability
– Long-term resilience of exceptional
destinations
Read more on page 100
Read more on page 22
Read more on page 50
10
Shaftesbury Capital PLC | 2024 Annual Report
West End mixed-use
expertise
– Strong track record of delivering long-
term value across the West End
– Extensive, detailed knowledge of the
West End property market
– Creative and active approach to asset
management to meet consumers’ and
our customers’ evolving needs
Customer focus
and insights
– Placing our customers at the heart
of our business to provide best-in-
class service
– Leveraging our deep understanding
of our customers and consumers
together with data-led insights to
inform our business strategy
Stakeholder
relationships
– Delivering positive environmental
and social outcomes to enhance
value for stakeholders
– Collaborative approach,
maintaining good relationships
with our customers and local
communities
– Commitment to becoming Net
Zero Carbon by 2040
Read more on page 8
Read more on page 30
Read more on page 44
11
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report
Ian Hawksworth
Chief Executive
Chief Executive’s
statement
“We are confident we can deliver our medium-
term growth targets and are well-positioned
to take advantage of market opportunities.“
Overview
Having set a clear and focused strategy, we have delivered
excellent operational performance throughout 2024 with rental
income and valuation growth. Footfall across our prime West
End portfolio is high, with customer sales up 3.1 per cent year
on year. There are excellent levels of activity, limited vacancy
and a number of customers taking multiple units across the
portfolio. The strong leasing activity and pipeline supports
our medium-term growth targets.
This year, our portfolio valuation is up by 4.5 per cent, resulting
in 10 pence increase in EPRA NTA per share to 200 pence per
share. Despite the challenging macro-economic backdrop,
we continue to deliver positive operational performance.
Leasing ahead of previous passing rents and cost discipline
has resulted in growth in underlying earnings. Like-for-like
rental growth was 5.7 per cent and underlying earnings have
increased by 16.2 per cent over the year.
Shaftesbury Capital has a strong balance sheet and significant
liquidity to take advantage of market opportunities. Although the
wider central London investment market for larger lot sizes has
been relatively quiet, the West End market for smaller lot sizes
has been active. Since merger, proceeds of over £246.6 million
have been realised from property disposals and £94 million
realised from exiting our 50 per cent interest in the Longmartin
joint venture. £86 million has been reinvested in targeted
acquisitions on core streets with excellent rental growth
prospects. The pipeline of asset acquisitions is encouraging,
with a number of buildings currently under review.
We are committed to reducing the impact of our operations on
the environment. We continue to take a responsible approach,
operating in an environmentally sustainable manner and
engaging with our stakeholders to benefit the West End.
Confidence in the strength of our
West End portfolio
London and particularly our West End portfolio continues to
display its enduring appeal as a leading global destination, with
international arrivals now ahead of 2019 levels. Vacancy rates,
not only in our portfolio but across prime West End retail units
continue to reduce and are also back in line with pre-pandemic
levels creating competitive tension for prime space. Footfall
has been consistently high, with the Elizabeth Line enhancing
transport connectivity for visitors, shoppers, workers and
tourists alike. Our West End portfolio is the destination of choice
for both market entry and expansion, with occupiers seeking
superior quality, sustainable space with high amenity value.
We are well-positioned to deliver on our medium-term targets
of 5 to 7 per cent ERV growth, and with stable yields, 8 to
10 per cent Total Accounting Return per annum. Despite the
well-documented macro-economic uncertainty, the West
End continues to perform. Through our active approach
to leasing and asset management, we continue to deliver
ERV growth with ongoing positive momentum. 473 leasing
transactions completed during the year, 9.1 per cent ahead
of December 2023 ERV, in turn delivering 7.7 per cent ERV
growth. The increased scale and depth of the portfolio provide
opportunities to support the growth of our customers with over
30 customers having upsized or expanded across the portfolio
since completion of the merger.
There is significant potential from each of our locations with
rental reversion embedded across the portfolio with current
ERV 24 per cent above annualised gross income. We are seeing
the benefit of incorporating Seven Dials and Opera Quarter
with the Covent Garden Piazza, unifying the Covent Garden
district, through our leasing, asset management and marketing
activity. Our customers are responding positively with demand
for available shops and restaurants. We have been able to
make changes in Seven Dials at pace, reinforcing consumer
interest in the wider Covent Garden area and delivering leasing
performance and customer sales growth. 33 new concepts
have been introduced to the district this year.
12
Shaftesbury Capital PLC | 2024 Annual Report
Covent Garden Piazza
There has been good progress on evolving our offer in
Soho, including Carnaby Street, through our targeted leasing
programme, introducing differentiated concepts, relevant to
the consumer with 21 new signings over the year. Our brand
and category selection criteria are designed to generate
higher productivity, whilst taking inspiration from the area’s
rich heritage. Based on our consumer data and experience,
the average spend and dwell time has the potential to be
significantly higher. Accordingly, we are introducing concepts in
Carnaby which should be supportive of rental growth over time.
In Chinatown we are introducing more variety, choice and new
concepts to the area increasing the pan-Asian offering at a
range of price points, which is delivering good rental growth.
The office portfolio is performing well, with robust demand for
well-fitted space. During the year, we completed a significant
office refurbishment pipeline across 77,000 square feet, with
rents for well-fitted, high-quality space regularly achieving more
than £100 per square foot. Our residential offer continues to
appeal to a broad range of occupiers delivering rental growth
and limited vacancy.
Placing the customer at the heart of
our business
We continue to place the customer at the heart of our
business, great accommodation and service, focusing on
providing lively, differentiated experiences for visitors, local
workers and residents. Our marketing programme across
the portfolio focuses on the consumer calendar, best in class
experiences and digital reach, all of which supports the footfall
and sales prospects in our destinations. The portfolio had a
very successful Christmas trading period with a programme
of festive events and shopping evenings; footfall across the
portfolio in the last quarter was up 6.6 per cent compared to
Q4 2023. Our digital engagement and followers continue to
grow across all destinations, and we have launched new Soho
and Carnaby Street branding which has been well received,
aligning these locations more closely. Our collaborative
approach provides brands with an opportunity to participate
in the marketing of the estates, particularly through digital
channels and activations. Through events and brand
collaborations, we have increased revenue from our non-
leased income activities, whilst benefiting stakeholders across
the wider West End.
As well as maintaining close contact and presence on our
estates, during the year, we launched a customer survey
to identify improvements across our operating platform to
provide enhanced service to our customers. We have improved
our data environment and are now proactively utilising our
data sources and insights on customer trends more effectively
to support leasing activity and identify opportunities across
the portfolio. We will continue to improve our processes and
explore the use of AI and emerging technology.
13
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
7.6%
Total property return
7.0%
Total accounting return
Strategic report | Chief Executive’s statement
Leasing and asset management
translating into valuation growth
The valuation of the wholly-owned property portfolio increased
by 4.5 per cent (like-for-like) in the year to £5.0 billion, implying
a capital value equivalent to £1,833 per square foot on
average, well below replacement cost. ERV increased across
all uses by 7.7 per cent blended (like-for-like) with particularly
strong rental growth in prime retail.
The equivalent yield was 4.45 per cent, reflecting 13 basis
points of like-for-like outward movement over the year (+9
basis points H1 2024, +4 basis points H2 2024). The equivalent
yield for the commercial portfolio (excluding residential) is
approximately 4.6 per cent. Total property return for the year
was 7.6 per cent versus the MSCI Total Return Index which
recorded 7.0 per cent.
Interest rates are moderating, albeit more slowly which has
impacted the broader investment market, however investment
yields in prime West End, which comprise predominantly
freehold properties and often smaller lot sizes, remain
relatively stable. There is a broad pool of domestic and
international investors attracted to prime West End real estate,
where investment can provide the prospect of high occupancy,
good demand for space and reliable growth in long-term cash
flows as demonstrated by recent sales at or above valuation.
Investment activity
Our investment activity is focused on our three core locations,
Covent Garden, Carnaby | Soho and Chinatown. We maintain
an active and disciplined approach to capital allocation and
look at opportunities to expand selectively, adding to our
growth prospects. Our approach is to assess the merits of
all capital decisions including investment in our portfolio and
repositioning opportunities, accretive acquisitions, the disposal
of non-strategic assets and the return of surplus capital to
shareholders as appropriate.
We are well-positioned with access to significant liquidity
to take advantage of market opportunities and will rotate
capital as appropriate, enhancing the quality of our portfolio.
Since merger, we have realised £246.6 million at a premium
overall to valuation, meeting our objective to initially recycle
approximately 5 per cent of portfolio value. In addition,
we completed the sale of our 50 per cent interest in the
Longmartin investment to the joint venture partner for net
cash consideration of £94 million.
To date we have deployed £86 million in acquisitions, and the
pipeline of asset acquisitions is encouraging, with a number
of buildings currently under review. Our focus is on acquiring
properties which enhance and complement our existing
ownership and have the potential to generate sustainable
long-term growth in income and capital values.
Active asset management and refurbishment initiatives
continue with capital expenditure of approximately 1 per cent
of portfolio value per annum on average to enhance value and
environmental performance across the estate.
Growth in rents, underlying earnings,
dividends and EPRA NTA
Shaftesbury Capital’s total accounting return for the year was
7.0 per cent. NTA increased by 5.2 per cent over the year
to 200 pence per share (Dec 2023: 190 pence per share).
Annualised gross income increased by 8.0 per cent to £202.8
million. ERV increased by 7.7 per cent (like-for-like) to £250.6
million, 24 per cent above annualised gross income. For the
first time portfolio ERV is ahead of pre-pandemic levels in
absolute terms, however retail ERVs remain 6 per cent below
2019 levels. EPRA vacancy has reduced to 3.9 per cent (Dec
2023: 4.9 per cent) with 2.6 per cent available to let and the
balance under offer.
There have been significant cost savings across the business
as we progress towards an effective and efficient organisational
structure and cost base. The EPRA cost ratio is 37 per cent
(Dec 2023: 40 per cent), having reduced from over 50 per cent
at merger and we are targeting a reduction towards 30 per
cent. Underlying administration costs were £39.4 million for
the year, having reduced significantly since merger. Underlying
earnings for the year are £73.0 million, equivalent to 4.0 pence
per share and the Board has proposed a final dividend of
1.8 pence per share taking the total dividend for the year to
3.5 pence per share, up 11 per cent, reflecting the progression
in underlying and cash earnings.
14
Shaftesbury Capital PLC | 2024 Annual Report
We maintain a strong balance sheet with a focus on flexibility
and efficiency. EPRA LTV is 27 per cent and the interest cover
ratio is 2.9 times, with ample headroom against debt covenants.
During the year, a new £75 million unsecured loan facility was
entered into, the one-year extension option on the £350 million
senior unsecured loan facilities has been exercised and we
completed the refinancing of the £300 million revolving credit
facility extending the maturity to 2028. In combination with
cash deposits, the Group has access to £560 million liquidity
ensuring it is well-positioned to act on market opportunities.
Our people, values and culture
Our people are one of our competitive strengths. I am
proud of the creativity and enthusiasm shown by the team
demonstrating our corporate values whilst delivering high
performance. During the year, we carried out an employee
survey, with a very high participation rate of 92 per cent and
an overall engagement score of 82 per cent, ahead of the
global benchmark. Overall, the employee feedback received
within the survey was positive and where areas of improvement
have been identified, actions are being taken to implement
change. We continue to invest in the personal development
of our people and have introduced a number of initiatives to
support our colleagues, providing greater career development
opportunities over time.
Our sustainable approach
Our Environment, Sustainability and Community strategy
delivers value for our stakeholders through our long-term,
responsible stewardship of our destinations. Our sustainability
strategy is founded in future proofing our heritage buildings and
creating sustainable and healthy places where people enjoy
visiting, working and living. We are committed to meeting our
2030 carbon reduction targets and have reset our Net Zero
Carbon target to 2040 to align with the Science Based Targets
initiative (“SBTi”) long-term carbon reduction targets, achieving
SBTi validation in January 2025.
We have already made great progress in reducing our carbon
emissions and, working with our customers, will continue to
decarbonise energy where practical by replacing gas with
electricity. Our customer survey also covered sustainability, in
order to provide customer insights on our sustainability actions
and better understand their priorities.
We continue to work towards our aim to be a leader
in sustainable heritage buildings. Through our ongoing
refurbishment programme, we continue to improve the energy
efficiency of our buildings. 88 per cent of our portfolio by
ERV has EPC ratings of A-C and 70 per cent of commercial
assets have EPC rating of A-B. Key sustainability activities
include investment in our buildings, prioritising pedestrians
where possible through initiatives to enhance the public realm,
improving air quality and our extensive greening programme.
As we look ahead, we will utilise technology and innovation
to enhance our activities and continue to work closely with
customers and other stakeholders to help deliver shared
sustainability goals.
Community engagement
As a responsible, long-term investor, community engagement
and collaboration are integral to our strategy and activities.
As an active part of the community, being a good neighbour
is important to us. We value the communities that make our
places thrive. Our community programme prioritises initiatives
and charity partners in the boroughs of Westminster and
Camden. This includes financial support, the provision of
space and employee volunteering time. Our approach includes
supporting charities focused on education and employment
opportunities, addressing issues of homelessness and food
hardship, veterans and connecting older people in the local
community. We have partnerships with hospitality, cultural and
retail foundations.
With our experience and knowledge of the West End, we make
an important contribution to safeguarding its long-term appeal
and prospects. We continue to work with our local authorities
and residents to make public realm enhancements to improve
the experience and appeal of our vibrant destinations for
visitors, workers, residents, businesses and communities.
Outlook
We are confident in the growth prospects of our West End
portfolio which continues to demonstrate its enduring appeal.
Despite the well-documented macro-economic uncertainty, the
West End continues to perform. Footfall is high, with continued
customer sales growth, limited vacancy and a strong leasing
pipeline. We have delivered growth in cash rents, ERV and
valuation, and we expect continued performance with our rents
and valuation well underpinned and are positioned for further
growth. As long-term responsible owners, we are committed to
implementing our environmental, sustainability and community
strategy.
Prime central London real estate continues to attract capital,
and we see opportunities for investment and expansion within
and alongside our portfolio. Shaftesbury Capital has a strong
balance sheet and significant liquidity to take advantage of
market opportunities. The quality of our portfolio, our active
approach and the positive market fundamentals of the West
End give us confidence in our target of 5 to 7 per cent rental
growth, which with stable yields, would deliver total accounting
returns of 8 to 10 per cent over the medium-term. Through
active asset management of our irreplaceable prime West
End portfolio together with the competitive advantage of our
operating platform, we are focused on delivering sustainable
long-term rental income, value, earnings and dividend growth.
Ian Hawksworth
Chief Executive
26 February 2025
15
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report
Our purpose-led strategy
To deliver long-term income and value growth from our unique portfolio
of properties through investment, curation and responsible stewardship,
benefitting all stakeholders and contributing to the success of the West End.
Our values
Take a responsible,
long-term view
Act with integrity
Take a creative
approach
Listen and
collaborate
Make a difference
Place our customers at the heart of
the business
–
Deliver best in class service to our
customers
–
Leverage deep understanding of consumers
and commercial data
Disciplined financial management
–
Prudent, conservative approach to financial
leverage and risk
–
Maintain cost and capital discipline
Creative and active approach
–
Invest in and nurture remarkable destinations
in London’s West End
–
Dynamic leasing strategy
–
Re-use, re-purpose and improve our buildings
–
Enhance public realm
Sustainable and community-minded
–
Broad community and stakeholder engagement
–
Responsible stewardship
–
Commitment to the environment and clear
sustainability goals
Our strategy
Underpinned by our talented team and dynamic culture
Investing to create thriving destinations in London’s West End
where people enjoy visiting, working and living.
Our purpose
16
For more on our stakeholder engagement: see pages 44 to 49
Our business model
Creating value for our stakeholders
Ou
r r
es
our
ce
s
Impossible-to-
replicate portfolio
A diverse mixed-use
portfolio of scale in
the heart of London΄s
West End
Experienced,
creative team
With a deep
understanding of
our markets and
track record of
value creation
Strong capital
structure
Resilient and
flexible capital
structure with
a prudent
approach to
financial leverage
and risk
Effective governance
and risk management
A governance structure
that supports and helps
the delivery of strategic
objectives with transparency
How we deliver
D
i
sci
pli
n
e
d
fi
n
a
n
c
i
a
l
m
a
na
ge
ment
Su
s
t
ainable a
nd
c
o
m
m
u
n
i
t
y
m
i
n
d
e
d
C
r
e
a
ti
v
e
an
d
ac
ti
ve
a
p
pr
o
a
c
h
Ho
w
we
m
ea
su
re
Value Creation
Create, grow
and deliver long-
term sustainable
economic and
social value
People
Attract, develop
and retain
talented people
Sustained long-
term growth
Deliver long-term
growth in portfolio
value, earnings, cash
flow and dividends
Impact
Minimise the
environmental impact
of our operations
and engage with
stakeholders
Pl
ac
e
ou
r
cu
st
o
m
er
s
at
t
h
e
h
e
ar
t
of
t
he
b
us
in
e
ss
17
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report
Place our customers at the
heart of the business
As well as maintaining close contact and
presence on our estates, we launched
a customer survey with a focus on
delivering improvements across our
operating platform to provide excellent
service to our customers. We also
enhanced our data environment,
which has enabled the automation of
data processing and reporting of our
customer sales. The monthly reporting
times have improved significantly,
providing more timely insights to our
commercial decision-making.
Sustainable and community minded
We have achieved Science Based Targets initiative
validation for our Net Zero Carbon targets,
increased the proportion of assets rated EPC A-C
(by ERV) to 88 per cent and significantly improved
our data collection with 67 per cent of landlord
meters now reporting automatically. We continue
our extensive support for and involvement in local
communities, and engage with key stakeholders.
EPC rating of A-C
88%
Business model in action
18
Shaftesbury Capital PLC | 2024 Annual Report
Disciplined financial management
We continue to maintain a strong balance sheet,
with access to £560 million liquidity and EPRA
LTV of 27 per cent. During the year, a new £75
million unsecured term loan was entered into,
the first extension option on the £350 million
senior unsecured loan facilities was exercised
and the £300 million refinancing of the revolving
credit facility was completed, extending the
debt maturity to 2028 initially.
Creative and
active approach
Dynamic approach to
leasing, with 473 leasing
transactions completed
during the year, representing
£48.7 million of contracted
rent, 9 per cent ahead of
December 2023 ERV and 14
per cent ahead of previous
passing rents.
ERV growth
+7.7%
19
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
We measure performance against key performance indicators which are
selected to reflect Group strategy. Many of these metrics are performance
measures under Group remuneration arrangements, ensuring alignment with
shareholder interests.
Measuring performance
Total property return
Measures gains and losses on portfolio
valuation including disposals, and rents
received less associated costs. Benchmarked
against the MSCI Total Return All Property
Index (comparator group).
During 2024, the Group generated TPR of
7.6 per cent, outperforming its benchmark
of 7.0 per cent by 0.6 percentage points.
(Target: 0.5 to 1.5 per cent per annum
outperformance.)
Measures growth in EPRA NTA per share plus
dividends per share paid during the year.
Benchmarked against the FTSE 350 Real
Estate companies (comparator group).
The Group generated a total accounting
return of 7.0 per cent in the year outperforming
the median of the comparator group by
2.6 percentage points.
Total accounting return
Total shareholder return
Measures shareholder value creation (share
price movement plus dividend per share
paid during the year). Benchmarked against
the FTSE 350 Real Estate companies
(comparator group).
The Group generated total shareholder return
of -6.9 per cent in the year, outperforming
the median of the comparator group by
6.0 percentage points.
+7.6%
+7.0%
-6.9%
Strategic report
1 year
+4.4%
+7.0%
+2.6%
Comparator group
Outperformance
Shaftesbury Capital
+7.6%
+7.0%
+0.6%
Comparator group
Outperformance
Shaftesbury Capital
1 year
1 year
-6.9%
-12.9%
+6.0%
Comparator group
Outperformance
Shaftesbury Capital
The following performance measures are part of the Executive Directors’ short-term or long-term incentive arrangements.
Read more in the Directors’ Remuneration report from page 138 to 161.
20
Shaftesbury Capital PLC | 2024 Annual Report
Other measures
We also measure performance against a range of other financial and non-financial measures including health and safety
performance, HR statistics and environmental targets. This includes measuring the EPC ratings of our properties.
Read more within our Sustainability reporting from page 78.
EPRA net tangible assets per share1
The net assets as at the end of the year
including the excess of the fair value of
trading property over its cost and revaluation
of other non-current investments, excluding
the fair value of financial instruments and
deferred tax on revaluations, divided by the
diluted number of ordinary shares.
EPRA NTA per share as at 31 December 2024
was 200.2 pence, a 5.2 per cent increase
from 31 December 2023.
Measures the number of our properties with
an A to C EPC rating. 88 per cent of our
properties by ERV have an EPC rating of A to
C, an increase of 8 percentage points from
31 December 2023.
1. Underlying earnings per share for 2023 reflects the standalone performance of Capco for the period 1 January to 5 March 2023 and the performance of
the merged business, Shaftesbury Capital, from the completion date to 31 December 2023. The 2022 comparative information for underlying earnings
per share and EPRA NTA per share relates to Capco pre-merger.
Properties with an EPC rating of A to C
We are proud of the following environmental benchmarks and accreditations:
200.2p
Underlying earnings per share1
Measures income generation and cost control.
During 2024, the Group generated
underlying EPS of 4.0 pence per share.
4.0p
1. 2022 measure reflects the combined portfolio based
on ERV.
2023
2022
2024
2.2p
3.7p
4.0p
2023
2022
2024
182.1p
190.3p
200.2p
68%
80%
88%
2023
20221
2024
21
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Our portfolio
Strategic report
22
Summary:
–
Total property valuation growth of +4.5 per cent L-f-L to £5.0 billion
(2023: £4.8 billion)
–
8.0 per cent growth in annualised gross income to £202.8 million
(2023: £192.8 million)
–
7.7 per cent L-f-L ERV growth to £250.6 million (2023: £236.9 million)
–
473 leasing transactions completed 9.1 per cent ahead of December
2023 ERV and 14.4 per cent ahead of previous passing rent
–
High occupancy, 2.6 per cent of ERV available to let
–
£246.6 million property disposals since merger, with £86 million
reinvested in acquisitions
–
In addition, sale of 50 per cent interest in Longmartin joint venture
for £94 million
Strategy:
–
Deliver long-term sustainable rental income and value growth
–
Creative and active approach to asset management across the portfolio
–
Place our customer at the heart of the business to deliver best in class
service to our customers
–
Leverage deep understanding of consumers and commercial data
–
Attract the best brands and concepts to meet evolving consumer demand
–
Invest in and nurture our remarkable destinations in London’s West End
–
Dynamic leasing strategy
–
Re-use, re-purpose and improve our buildings
–
Enhance public realm
–
Responsible stewardship; minimising our environmental impact
–
Broad community and stakeholder engagement
53%
32%
15%
Metrics reflect percentage of wholly-owned portfolio value.
23
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
A world-class
mixed-use
destination
Covent Garden is a world-class global destination in the heart
of the West End, steeped in history with a rich heritage, made
up of unique neighbourhoods including the iconic Piazza,
Market Building and surrounding streets, together with Seven
Dials, a seventeenth-century network of streets and courtyards.
Covent Garden offers unique shopping and dining experiences
complemented by offices and a high-quality residential
neighbourhood. These sit alongside historic architecture and
cultural institutions including the world-renowned Royal Opera
House and more than half of London’s West End theatres,
attracting both domestic and international visitors alike.
This exceptional mixed-use portfolio of approximately 1.4 million
square feet provides a broad range of unit sizes, attracting a
wide spectrum of retail and hospitality customers.
Strategic report | Our portfolio
42%
Retail
32%
Food and
beverage
13%
Offices
13%
Residential
Percentage of portfolio valuation as at 31 December 2024
24
Shaftesbury Capital PLC | 2024 Annual Report
1.4m
Sq. ft. of
lettable space
+3.7%
Valuation £2.7bn
+9.1%
ERV £134m
+7.2%
Annualised gross
income £104m
25
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
A globally
recognised,
vibrant district
Carnaby Street is a true London original. Constantly evolving,
it continues to challenge convention with its world-class culture,
game-changing culinary scene, and trendsetting style, courtesy
of modern fashion flagships and one-of-a-kind premium
boutiques. The diverse and vibrant character of Carnaby Street
is showcased in its mix of famous shopping experience line-up
paired with the pedestrianised streets.
Our portfolio in central Soho focused on Berwick, Beak and
Broadwick streets offers a diverse array of creative and
independent businesses, iconic restaurants and entertainment
venues. Our Carnaby | Soho portfolio comprises approximately
0.9 million square feet with over 100 hospitality concepts across
which are a key ingredient to the vibrancy within the area.
Strategic report | Our portfolio
35%
Retail
23%
Food and
beverage
9%
Residential
33%
Offices
Percentage of portfolio valuation as at 31 December 2024
26
Shaftesbury Capital PLC | 2024 Annual Report
0.9m
Sq. ft. of
lettable space
+6.4%
Valuation £1.6bn
+7.1%
ERV £82m
+12.1%
Annualised gross
income £66m
27
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Our portfolio
Europe’s
premier
Chinatown
Europe’s premier Chinatown is in the heart of the West End’s
entertainment district. Its twelve predominately pedestrianised
and interconnected streets, lined with iconic red lanterns, offer
an exceptional concentration of restaurants with a wide range
of Chinese and East Asian dining choices.
Equally thriving day and night, the area’s restaurants, bars, shops
and cafés, as well as its unique mix of oriental supermarkets
and authentic Asian retail stores, attract large numbers of
Londoners, tourists, Chinese students and local workers.
16%
Retail
3%
Offices
61%
Food and
beverage
20%
Residential
Percentage of portfolio valuation as at 31 December 2024
28
Shaftesbury Capital PLC | 2024 Annual Report
0.4m
Sq. ft. of
lettable space
+3.7%
Valuation £0.7bn
+4.1%
ERV £34m
+2.8%
Annualised gross
income £32m
29
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Creating consumer experiences
across our West End portfolio
Strategic report
125k
new followers in 2024
We enliven and enhance our vibrant, predominantly pedestrianised, thriving
destinations through a thoughtful programme of events, campaigns and engaging
consumer experiences.
Creating unique consumer experiences
across our predominantly pedestrianised
destinations throughout the year enhances
operating metrics such as footfall,
conversion and spend which, through close
collaboration with our customers, in turn
supports our rental growth prospects.
We continue to see significant growth across
our digital platforms including social media,
email newsletters and website. During the
year, our level of engagement and number
of followers increased by 9 per cent in
aggregate across all destinations. We have
direct engagement with over 1.3 million
consumers across our channels and in
November 2024 launched a new consumer
website for Carnaby Street and Soho.
1.3m
total social audience
260k
email subscribers
30
Shaftesbury Capital PLC | 2024 Annual Report
In 2024 we launched new Christmas
lighting schemes for Carnaby Street
and for Covent Garden’s Seven Dials
neighbourhood. Across the portfolio,
a series of festive shopping evening
and pop up performances were held,
including charity partnerships with
Save The Children and Global’s Make
Some Noise.
Chinatown continues to see strong
engagement and growth across both
its Chinese and Western social media
channels. The annual Chinese New Year
parade, the largest outside of Asia, took
place in February 2025 celebrating the
year of the Snake.
31
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report
Portfolio by use as at 31 December 2024
Retail
Food and beverage
Offices
Commercial
Residential
Wholly-owned portfolio
Valuation (£m)1
1,784.2
1,664.8
877.9
4,326.9
644.7
4,971.6
Valuation (%)
36%
33%
18%
87%
13%
100%
L-f-L valuation movement (FY 2024)
+7.5%
+4.7%
+3.1%
+5.5%
-1.6%
+4.5%
L-f-L valuation movement (H2 2024)
+6.5%
+2.2%
+1.2%
+3.7%
-1.0%
+3.1%
Annualised gross income (£m)
73.2
73.0
33.6
179.8
23.0
202.8
Annualised gross income (%)
36%
36%
17%
89%
11%
100%
L-f-L annualised gross income growth (FY 2024)
+9.1%
+4.2%
+18.3%
+8.6%
+3.9%
+8.0%
L-f-L annualised gross income growth (H2 2024)
+5.3%
-
+12.0%
+4.2%
+2.9%
+4.1%
ERV (£m)
90.2
85.0
50.5
225.7
24.9
250.6
ERV (%)
36%
34%
20%
90%
10%
100%
L-f-L ERV movement (FY 2024)
+11.2%
+7.2%
+6.1%
+8.4%
+1.4%
+7.7%
L-f-L ERV movement (H2 2024)
+8.8%
+3.4%
+1.5%
+5.0%
+1.6%
+4.7%
ERV psf (£)
126
91
79
98
60
92
Net initial yield
3.8%
4.0%
3.3%
3.8%
2.9%
3.6%
Topped up net initial yield
4.0%
4.3%
3.8%
4.1%
N/A
3.9%
Equivalent yield
4.5%
4.7%
4.9%
4.6%
3.1%
4.4%
WAULT
3.0
8.1
2.7
4.8
1.1
4.4
Floor Area (sq ft m)2
0.7
1.0
0.6
2.3
0.4
2.7
Unit Count2
415
394
404
1,213
656
1,869
1. Excludes £1.9 million of Group properties primarily held in Lillie Square LP Limited (a wholly-owned subsidiary).
2. Excluding long-leasehold residential interests.
Portfolio by location as at 31 December 2024
Covent Garden
Carnaby | Soho
Chinatown
Fitzrovia
Wholly-owned portfolio
Valuation (£m)1
2,652.7
1,597.1
716.3
5.5
4,971.6
Valuation (%)
53%
32%
15%
-
100%
L-f-L valuation movement (FY 2024)
+3.7%
+6.4%
+3.7%
-7.1%
+4.5%
L-f-L valuation movement (H2 2024)
+2.8%
+4.3%
+2.0%
-6.1%
+3.1%
Annualised gross income (£m)
104.3
66.2
32.0
0.3
202.8
Annualised gross income (%)
51%
33%
16%
-
100%
L-f-L annualised gross income growth (FY 2024)
+7.2%
+12.1%
+2.8%
-5.3%
+8.0%
L-f-L annualised gross income growth (H2 2024)
+2.7%
+8.4%
+0.4%
-6.0%
+4.1%
ERV (£m)
134.0
81.9
34.4
0.3
250.6
ERV (%)
53%
33%
14%
-
100%
L-f-L ERV movement (FY 2024)
+9.1%
+7.1%
+4.1%
-
+7.7%
L-f-L ERV movement (H2 2024)
+5.5%
+4.5%
+2.0%
-
+4.7%
ERV psf (£)
96
92
81
58
92
Net initial yield
3.6%
3.6%
4.0%
5.0%
3.6%
Topped up net initial yield
3.8%
4.0%
4.1%
5.0%
3.9%
Equivalent yield
4.5%
4.5%
4.3%
4.4%
4.4%
WAULT
4.4
4.0
5.6
6.1
4.4
Floor Area (sq ft m)2
1.4
0.9
0.4
-
2.7
Unit Count2
853
660
350
6
1,869
1. Excludes £1.9 million of Group properties primarily held in Lillie Square LP Limited (a wholly-owned subsidiary).
2. Excluding long-leasehold residential interests.
Portfolio and operating review
+4.5%
Valuation
+7.7%
ERV
+8.0%
Annualised gross income
473
Leasing transactions
2.6%
ERV available to let
Confidence in the strength of our West End portfolio
Overview
Shaftesbury Capital owns an impossible to replicate portfolio
that extends to 2.7 million square feet of lettable space across
the most vibrant areas of London’s West End. The Group’s
portfolio of adaptable mixed-use buildings provides diversified
income streams with a long history of occupier demand
exceeding availability of space. With a diverse mix of shops,
restaurants, cafés, bars, residential and offices, our destinations
include the high footfall, thriving neighbourhoods of Covent
Garden, Carnaby Street, Soho and Chinatown. Our properties
are located at the heart of the West End’s entertainment and
cultural attractions, benefitting from excellent connectivity
through close proximity to the main West End Underground
stations and transport hubs for the Elizabeth Line.
32
Shaftesbury Capital PLC | 2024 Annual Report
“The ERV and income growth
delivered is underscored by the
creative and active approach we take
when managing our portfolio which
alongside our ability to invest in and
recycle capital from select assets has
positioned us for long term success.”
Michelle McGrath
Executive Director
Delivering valuation growth
The valuation of the wholly-owned property portfolio increased
by 4.5 per cent on a like-for-like basis to £5.0 billion, equivalent
to £1,833 per square foot on average (Dec 2023: £1,680 per
square foot). The valuation gain has been driven by leasing and
asset management activity particularly in the retail portfolio.
Leasing activity was on average 9 per cent ahead of Dec 23
ERV, resulting in an overall increase in portfolio ERV by 7.7 per
cent (like-for-like) to £250.6 million (Dec 2023: £236.9 million).
The equivalent yield was 4.45 per cent, reflecting a marginal
outward movement of 13 basis points like-for-like, whilst the
portfolio net initial yield is 3.6 per cent. Including rent from
leases currently in rent free periods, the topped-up initial yield
of the portfolio at 31 December 2024 was 3.9 per cent (Dec 2023:
3.8 per cent). The equivalent yield for the commercial portfolio
(excluding residential) is 4.6 per cent (Dec 2023: 4.6 per cent).
The net initial yield for the commercial portfolio (excluding
residential) is 3.8 per cent.
Prime West End property yields have stabilised supported
by occupational and investment transactional evidence. The
investment market continues to be more active for smaller
lot sizes in the West End, with transactions demonstrating
demand for high quality, prime central London real estate.
This market, which is characterised by high occupancy, low
capital requirements and reliable growing long-term cash flows,
continues to attract significant interest from both international
and domestic investors.
Overall portfolio ERV is 3 per cent ahead of 2019 levels on a
like-for-like basis. Retail ERVs improved by 11.2 per cent over
the year and are now 6 per cent below pre-pandemic levels,
whilst food & beverage, office and residential ERVs are ahead
of pre-pandemic levels in nominal terms.
Covent Garden generated ERV growth of 9.1 per cent driven
by leasing and asset management activity across the retail
and food & beverage space, with 33 new brands introduced
to the district during the year. 76 new commercial leases and
renewals were agreed during the year, 7.3 per cent ahead of
ERV. Across Carnaby | Soho, ERV growth was 7.1 per cent
during the year, as a result of 83 new commercial leases and
renewals agreed 12.7 per cent ahead of ERV, primarily driven
by office and food & beverage lettings and asset management
activity. During the year, 15 new commercial leases and
renewals were agreed in Chinatown, 22.5 per cent ahead of
ERV. ERV growth in Chinatown was 4.1 per cent over the year,
driven by food & beverage letting activity.
Total property return for the year was 7.6 per cent compared
with the MSCI Total Return Index which recorded 7.0 per cent.
Independent valuations of the wholly-owned portfolio are
undertaken in accordance with Royal Institution of Chartered
Surveyors guidelines by CBRE and Cushman & Wakefield. The
valuations represent the aggregated value of predominantly
freehold properties. There is no reflection of any premium or
discount which some potential investors may ascribe to the
comprehensive ownership of a combination of some, or all,
parts of the portfolio.
Our interests comprise a combination of properties which
are wholly-owned and a 50 per cent share of property held in
the Lillie Square joint venture, and Longmartin associate until
October 2024. The consolidated financial statements, prepared
under IFRS, include the Group’s interest in the joint venture
as one-line items in the Income Statement and Balance Sheet.
Investment in joint ventures account for an additional £65
million of property interests (our 50 per cent share).
33
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Portfolio and operating review
“Our refurbishment initiatives
continue to unlock income and
value growth as well as enhance
environmental performance of
our buildings.”
Andrew Price
Executive Director
Well-positioned to act on investment
opportunities
We aim to maximise the potential from investment opportunities
in our existing portfolio and acquisition opportunities which
deliver attractive long-term rental growth and total returns.
Capital expenditure of approximately 1 per cent of portfolio
value is expected per annum. We are well-positioned with
access to significant liquidity to take advantage of market
opportunities and will rotate capital as appropriate enhancing
the quality of our portfolio.
Since merger, proceeds of £246.6 million have been realised
from property sales. ERV and contracted rent of disposals
were both £14.8 million. £158.4 million of property sales
completed during 2024, including the Fitzrovia portfolio.
£86 million has been reinvested in targeted assets. In March
2024, we completed the acquisition of 25-31 James Street,
Covent Garden for £75.1 million (before costs). The properties
had a contracted rent of £3.9 million, and comprise 21,000
square feet of lettable area, including 12,000 square feet
of retail and 9,000 square feet of residential and office
accommodation. This acquisition presents asset management
and rental growth opportunities as well as complementing our
existing ownership on James Street, a prime retail street and
key gateway into the Covent Garden Piazza. We have acquired
two assets on Broadwick Street and Marshall Street for
£7.8 million (before costs). In February 2025, we completed the
acquisition of a small property on Neal Street for £6.0 million
(before costs). Alongside organic investments inherent in the
portfolio, the pipeline of asset acquisitions is encouraging,
with a number of buildings currently under review.
In addition, in October 2024 the Company completed the
sale of its 50 per cent interest in the Longmartin investment to
its joint venture partner. Completion of the merger between
Capital & Counties Properties PLC and Shaftesbury PLC
triggered the right for the partner to require the Company
to offer to sell its shares in the Longmartin investment. The
partner elected to acquire the Company’s shares for net cash
consideration of £94 million.
Excellent leasing activity across all uses
The portfolio represents 2.7 million square feet of lettable
space, comprising 1.7 million square feet of retail, food and
beverage space together with 0.6 million square feet of offices
and 656 residential apartments.
During the year, 473 leasing transactions were concluded with
a combined rental value of £48.7 million, comprising:
― 175 commercial lettings and renewals: £37.5 million, 10.7
per cent ahead of 31 Dec 2023 ERV and 17.8 per cent ahead
of previous passing rents; and
― 298 residential lettings: £11.2 million, 4.2 per cent ahead
of 31 Dec 2023 ERV and 7.1 per cent ahead of previous
passing rents.
In addition, 71 commercial rent reviews with a rental value of
£18.1 million were concluded on average 8.3 per cent ahead
of previous passing rents.
Leasing transactions by use concluded
during the year
Use
Transactions
New
contracted
rent (£m)
% above
Dec-2023
ERV
% above
previous
passing rent
Retail
69
14.5
9.3
20.2
Food and beverage
39
8.2
14.8
19.3
Offices
67
14.8
9.8
13.2
Residential
298
11.2
4.2
7.1
Total
473
48.7
9.1
14.4
Leasing transactions by destination
concluded during the year
Destination
Transactions
New
contracted
rent (£m)
% above
Dec-2023
ERV
% above
previous
passing rent
Covent Garden
219
23.5
6.4
16.3
Carnaby | Soho
163
19.7
11.4
11.2
Chinatown
87
5.3
13.2
15.8
Fitzrovia
4
0.2
7.4
4.4
Total
473
48.7
9.1
14.4
34
Shaftesbury Capital PLC | 2024 Annual Report
Annualised gross income and ERV
At 31 December 2024, annualised gross income had increased
by 8.0 per cent (like-for-like) to £202.8 million. ERV was
£250.6 million, up 7.7 per cent over the year (like-for-like).
Our creative approach enables the business to deliver rental
growth through converting the portfolio’s reversionary potential
into contracted income and cash flow, whilst establishing new
rental tones, the benefit of which is often compounded across
nearby buildings.
As at 31 December 2024, the portfolio’s reversion was
£47.8 million, with the opportunity to grow annualised gross
income by 24 per cent before taking into account any further
ERV growth. The components of this reversion are set out
as follows.
Components of the reversion
2024
£m
2023
£m
Annualised gross income
202.8
192.8
Contracted
14.9
17.3
Under offer
3.0
6.2
Available-to-let
6.3
4.7
Under refurbishment
13.5
13.9
Net under-rented
10.1
2.0
ERV
250.6
236.9
35
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Portfolio and operating review
High occupancy
At 31 December 2024, EPRA vacancy (including units under offer)
was 3.9 per cent of portfolio ERV (2023: 4.9 per cent); 1.3 per
cent was under offer and 2.6 per cent was available-to-let.
Under offer
Use
% of
portfolio
ERV
ERV (£m)
Area
(‘000 sq. ft.)
Retail
0.2
0.3
6
Food and beverage
0.6
1.5
16
Offices
0.2
0.5
5
Residential
0.3
0.7
12
Total1
1.3
3.0
39
1. Includes 12 units let on a temporary basis with an ERV of £1.5 million
(Dec 2023: £0.7 million).
Available-to-let space
Use
% of
portfolio
ERV
ERV (£m)
Area
(‘000 sq. ft.)
Retail
0.3
0.8
8
Food and beverage
0.6
1.5
37
Offices
1.4
3.3
39
Residential
0.3
0.7
13
Total
2.6
6.3
97
Refurbishment activity
Active asset management and refurbishment initiatives continue
to unlock income and value as well as enhance environmental
performance. The ERV of space under refurbishment amounts
to £13.5 million across 161,000 square feet, representing
5.4 per cent of portfolio ERV (2023: 5.9 per cent) which will be
delivered over the next 12-18 months. 47 per cent is already
pre let representing £6.4 million rental income. Normalised
refurbishment activity is expected to represent approximately
5 per cent of the portfolio by ERV.
During the year, £43.1 million of capital expenditure has been
incurred, and capital commitments amounted to £24.1 million
as at 31 December 2024. This is in line with our guidance of
approximately 1 per cent of portfolio value expected to be
invested per annum in refurbishment, asset management and
repositioning opportunities, including actions to improve energy
performance.
Under refurbishment
Use
% of
portfolio
ERV
ERV (£m)
Area
(‘000 sq. ft.)
Retail
1.2
3.1
25
Food and beverage
1.4
3.5
44
Offices
2.5
6.1
77
Residential
0.3
0.8
15
Total
5.4
13.5
161
Joint Venture
Shaftesbury Capital owns 50 per cent of the Lillie Square joint
venture, a residential estate and consented land located in
West London. All figures represent our 50 per cent share. The
property valuation as at 31 December 2024 was £65.3 million,
in line with the 31 December 2023 valuation of £65.2 million. In
addition, Shaftesbury Capital owns £1.9 million of other related
assets adjacent to the Lillie Square estate.
In total, 355 Phase 1 and 2 residential apartments have been
sold. Over 60 apartments have been leased on a short-term
basis generating annual contracted rental income of £3.8 million.
The joint venture is in a cash position of £9.7 million (£4.9 million
Shaftesbury Capital share). During the year £4.0 million was
distributed to each partner.
Commitment to sustainability and
environmental stewardship
We are committed to reducing the impact of our operations
on the environment, whilst engaging and collaborating with
our wide range of stakeholders. We continue to future proof
our West End heritage buildings recognising our buildings they
represent substantial long-term carbon stores. We reduce
future operational carbon by improving energy efficiency and
minimising embodied carbon emissions through the retention
and re-use of structure, façade and materials.
We have reset our comprehensive Net Zero Carbon target
to 2040 to align with our Science Based Targets initiative
(“SBTi”) validated long-term carbon reduction targets. Our
rolling programme of energy efficient refurbishments delivers
incremental energy performance benefits. 88 per cent of
properties are EPC grade A to C by ERV, representing an 8
percentage points increase from the prior year. Furthermore,
70 per cent of commercial EPCs are A or B, which is up
14 percentage points in the year. We continue to focus on
low-carbon refurbishment, at modest financial outlay which
improves energy efficiency, and aim for a minimum rating of B
on all new commercial refurbishment projects.
Detailed aligned energy efficiency analysis has been completed
on a selection of our assets, representative of the portfolio.
Findings have then been used to assess performance against
Carbon Risk Real Estate Monitor (“CRREM”) decarbonisation
trajectories and identify actions that will be required to reduce
carbon emissions including electrification of our buildings. We
have continued to improve the coverage and accuracy of our
sustainability data, with 67 per cent of landlord supplies on
smart meters, an increase from 19 per cent at the end 2023.
36
Shaftesbury Capital PLC | 2024 Annual Report
We participate in a range of external benchmarks and indices
to provide independent verification of our sustainability
progress and help identify opportunities. During the year, we
published our first EPRA Sustainability Data Report including
our first year of combined data as Shaftesbury Capital and
achieved a gold award for our reporting. Recognised indices
ratings include CDP of B for our climate disclosure, MSCI of
BBB and GRESB of 66.
Active community engagement
As an active member of the community, we are committed to
engaging with stakeholders across the West End. During the
year, we undertook a thorough evaluation of our community
investment activity, developing our strategy to reflect local
needs and better support the vibrant communities that make
our places thrive. Our impact extends beyond our buildings,
and we continue to enhance the public realm within and
around our portfolio. Through placeshaping we help create
healthy, welcoming and thriving locations. These include
pedestrianisation, streetscape improvements, providing
outdoor seating and schemes to reduce traffic congestion
and pollution.
We support community-led initiatives which work with local
people contributing to a diverse range of charitable and
community initiatives across Camden and Westminster, with
a specific focus on supporting educational and employment
opportunities for young people and addressing the issues
of homelessness and food hardship. Our support includes
sponsorship of a student at Westminster University through our
Scholar Programme, Young Westminster Foundation’s Brighter
Futures Fund, and Young Camden Foundation’s Heads Up
Mental Health Fund. Celebrating International Women’s Day,
pop up space was provided on Carnaby Street to Smart Works,
a UK charity, focusing on getting out of work women back into
the workplace.
We have a Community Investment Forum (“CIF”) comprising
employees from across the business which is responsible
for overseeing our programme of community investment. It
enables us to review our community investments and consider
applications for our community grants.
We also have an established grants fund that offers local
charities and groups the opportunity to apply for funding for
initiatives which align with our community investment focus
areas. Grant recipients include the London Youth Theatre and
Native Scientists which will support educational workshops
at three Camden schools, connecting pupils with scientists.
We continue our support of culture and the arts, including
the patronage of the Donmar Theatre in Seven Dials, as well
as partnerships with the Society of London Theatres, British
Fashion Council and London & Partners.
Supporting local community initiatives
37
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Occupational demand
continues to polarise
to the best locations,
with retailers placing
greater emphasis on
global location, consumer
experience, service and
flagship retailing.
Valuation growth driven
by +11.2 per cent ERV
growth offset by some
yield movement.
Reflecting strong demand
during the year, we
completed 69 new lettings
and renewals with a rental
value of £14.5 million,
9 per cent ahead of 31
December 2023 ERV.
24 retail rent reviews with
rental value of £5.1 million
were concluded, 14 per
cent ahead of previous
passing rents.
Retail
Our retail portfolio of 0.7 million square feet is primarily located in Covent Garden,
Carnaby and Soho with a broad range of unit sizes and rental tones on offer.
Strategic report | Portfolio and operating review
415
Shops
+7.5%
Valuation £1.8bn
+9.1%
Annualised gross
income £73m
+11.2%
ERV £90m
Flagship retail in Covent Garden
Occupational retail demand continues to gravitate to the
best locations with the West End’s vibrancy and consumer
characteristics making it a highly sought after market. Trading
conditions across our portfolio are positive, with customer
sales in aggregate up 3 per cent versus 2023 with particularly
strong performance in luxury, lifestyle and accessories.
Retailers are attracted by the seven-days-a-week footfall and
trading environment. Our portfolio includes 415 shops with an
average ERV of £126 per square foot, up from £108 per square
foot in December 2023.
Our portfolio remains a preferred destination for market entry
and retail expansion with 47 new openings during the year. Our
broad range of unit sizes and rental tones provide scope for
customers to grow within our portfolio. Amongst the benefits of
our portfolio of scale is our ability to provide additional space
for our customers as they expand and grow.
In Covent Garden, outdoor brand Peak Performance opened its
debut UK store on Long Acre, following the upsizing of its sister
brand Arc’teryx, to a flagship on King Street. Luxury makeup
and skincare concept Charlotte Tilbury upsized significantly to
a new flagship store overlooking the Market Building, following
the success of its James Street store. Nespresso will open a
new flagship on the corner of Henrietta Street in the space
previously occupied by NatWest bank. Swiss watchmaker
Longines opened on James Street and English heritage brand
Aspinal has taken space in the Market Building.
Excellent progress has been made evolving the customer
offer at Seven Dials as part of our strategy to unify the Covent
Garden district. There has been a series of key additions to the
neighbourhood, with 33 new brands introduced this year, with
a very encouraging pipeline. Luxury activewear brand, Alo Yoga
has been introduced at the entrance of Neal Street which is a
key gateway into Seven Dials from Covent Garden. Swedish
footwear brand, Axel Arigato has opened its store overlooking
the Dial itself, marking its second Shaftesbury Capital location.
38
Further to redevelopment of a combination of sites, Vivobarefoot
has doubled the size of its store, relocating on Neal Street, and
outdoor retailer, Finisterre has upsized from its store on Earlham
Street. Sustainable menswear brand NN.07, boutique retailer
Saint + Sofia and apparel concept Gandy’s International have
all recently opened.
There has been good progress on evolving the offer on and
around Carnaby Street through our targeted leasing activity,
with 13 retail signings over the year. Global lifestyle brand
PANGAIA, has opened on the southern end of Carnaby Street
marking its first European standalone store offering apparel
from innovative tech and bio-engineered materials. Brazilian
fashion brand Farm Rio and top-rated Korean beauty store Pure
Seoul will open shortly strengthening the customer line up on
Carnaby Street. Foubert’s Place welcomed a new flagship store
from contemporary jeweller Astrid & Miyu, eyewear brand,
Jimmy Fairly and Mango Teen. There have been a number
of introductions across Soho including outdoor sportswear
brand Salomon opening on Broadwick Street. Apparel brand
Carhartt WIP opened a new flagship on Brewer Street. Soho has
also welcomed fashion retailer, Ronning, and craft jean maker
Blackhorse Lane Ateliers, both on Berwick Street.
Reflecting strong demand during the year, we completed 69 retail
lettings and renewals with a rental value of £14.5 million. Rents,
on average, were 9.3 per cent above December 2023 ERV and
20.2 per cent ahead of previous passing rents.
― H1 2024: 40 lettings and renewals: £9.3 million, 5.4 per cent
ahead of 31 Dec 2023 ERV; and 17.7 per cent ahead of
previous passing rents
― H2 2024: 29 lettings and renewals: £5.2 million, 11.1 per cent
ahead of 30 June 24 ERV; and 26.7 per cent ahead of previous
passing rents
24 retail rent reviews with rental value of £5.1 million were
concluded, 14 per cent ahead of previous passing rents.
63%
31%
6%
ERV by village
Covent Garden
Carnaby | Soho
Chinatown
39
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Food and beverage
Strategic report | Portfolio and operating review
Diverse range of food
concepts, from accessible
casual to premium with
breakfast to late night
dining offering.
Valuation growth driven
by 7.2 per cent ERV
growth offset by some
yield movement.
39 food and beverage
leasing transactions
completed with a rental
value of £8.2 million,
14.8 per cent ahead of
December 2023 ERV.
45 rent reviews totalled
£11.6 million, 6.5 per cent
above previous passing
rents.
Our food and beverage offer extends to 1.0m square feet of space in the West
End, with high-profile destinations such as Covent Garden, Chinatown, Kingly
Court and Soho.
394
Restaurants, cafés, bars
and pubs
+4.7%
Valuation £1.7bn
+4.2%
Annualised gross income
£73m
+7.2%
ERV £85m
Kingly Court
It has been an active year for food and beverage leasing
with 39 leasing transactions completed, 14.8 per cent ahead
of December 2023 ERV. In 2024, our West End portfolio
welcomed 24 new offerings, ranging from independent to
international operators. These operators provide a variety of
cuisines and price points, bringing something different to the
evolving dining mix, across our popular dining destinations.
The food & beverage portfolio extends to 394 units. As is typical,
there have been a small number of failures during the year,
however ongoing leasing demand has resulted in the available
space being filled quickly. Availability of restaurant and leisure
space is very limited given the vibrancy of these locations
together with constrained planning and licensing policies.
There is particularly positive performance from our Soho food
& beverage portfolio. Kingly Court continues to attract interest
from multiple food & beverage operators. The team behind
renowned Soho concept, Blanchette, have launched Goldies,
their latest concept in Kingly Court. Mediterranean concept
Alta has signed following the redevelopment of units across two
floors, creating a larger destination dining opportunity. Kingly
Street has bolstered its evening offer, with the openings of The
Counter and The Little Violet Door joining food & beverage
concept Two Floors which has expanded its presence following
refurbishment. Cheesecake specialist La Maritxu signed
on Kingly Street, while the opening of Donutelier has been
introduced on Carnaby Street at the gateway to Kingly Court.
10 new concepts have been introduced to Covent Garden
including Eastern Mediterranean concept Delamina opened on
Tavistock Street while Greek boutique hotel, ERGON House is
set to open in a newly refurbished heritage building, anchoring
King Street over the coming months. Luxury French pâtisserie
brand, Ladurée has expanded its tearoom in its flagship store in
the Market Building. EL&N Deli & Bakery, from café and lifestyle
brand EL&N, has also opened in the Market Building, while
Aguamiel, London΄s first “churreria”, offering traditional Mexican
dessert opened on Wellington Street.
40
Chinatown is a highly sought-after location in the heart of the
West End’s entertainment district. Last month, Chinatown
London was at the centre of the Chinese New Year festivities
for the Year of the Snake, the largest celebration in the world
outside of China, welcoming thousands of visitors over the
15-day celebration period. Interest in Chinatown, especially
from new international entrants is healthy and demand from
existing customers is active. Signings include Pan-Asian
restaurant concept, SanHao offering hand-pulled noodles
and soups. Suzhou Noodle and Noodle & Beer will open new
restaurants in the coming months.
39 food and beverage leasing transactions completed with a
rental value of £8.2 million, 14.8 per cent ahead of December
2023 ERV. 45 rent reviews totalled £11.6 million, 6.5 per cent
above previous passing rents.
― H1 2024: 20 lettings and renewals: £4.0 million, 8.6 per cent
ahead of 31 Dec 2023 ERV; and 20.2 per cent ahead of
previous passing rents
― H2 2024: 19 lettings and renewals: £4.2 million, 21.1 per
cent ahead of 30 June 2024 ERV; and 18.0 per cent ahead
of previous passing rents.
22%
53%
25%
ERV by village
Covent Garden
Carnaby | Soho
Chinatown
Flagship hospitality concepts
41
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
57%
41%
2%
Offices
We are a provider of characterful office space totalling 0.6 million square feet
in the West End. Office occupiers provide a regular source of consumers to
our destinations.
Strategic report | Portfolio and operating review
in excess of £100 per square foot are firmly established across
our prime portfolio. This includes 68-72 Broadwick Street
and The Floral which have an average floor plate of 10,000
square feet. The Floral, is BREEAM Excellent and is highly
energy efficient. It is fully pre-leased in CAT A condition, ahead
of completion to two occupiers in the financial sector. Other
recent signings include CAT A refurbishments at 22 Ganton
Street and The Hide, at rents in excess of £100 per square foot.
During the year, 67 office leasing transactions with a rental
value of £14.8 million were concluded 9.8 per cent ahead of
December 2023 ERV and 13.2 per cent ahead of previous
passing rents. Rent reviews with rental value of £1.4 million
completed, 4.0 per cent ahead of previous passing rents.
― H1 2024: 39 lettings and renewals: £10.5 million, 10.3 cent
ahead of 31 Dec 2023 ERV; and 17.6 per cent ahead of
previous passing rents
― H2 2024: 28 lettings and renewals: £4.3 million, 5.6 per
cent ahead of 30 June 24 ERV; and 8.6 per cent ahead of
previous passing rents
Our diverse office
portfolio offers a range of
floor plates providing the
opportunity for occupier
expansion.
Typically, office
accommodation is
occupied by media,
creative, technology and
professional services
businesses.
We are continuing to
increase the range
of fitted-out space to
maximise rental income.
Long history of high
occupancy and good
retention rates.
404
Suites
+3.1%
Valuation £0.9bn
+18.3%
Annualised gross income
£34m
+6.1%
ERV £51m
ERV by village
Covent Garden
Carnaby | Soho
Chinatown
22 Ganton Street
27 Wardour Street
Leasing momentum for our prime West End space continues,
with occupiers attracted to high quality, well-fitted product,
supported by good building and estate amenity. When
refurbishing our buildings we aim to meet the evolving
requirements of occupiers across a broad variety of sectors,
from best-in-class offices at the larger end, to flexible shorter-
term, fitted space at the smaller end. With the wide range of
office suites on offer, we cater to a broad range of customer
needs and provide opportunity for expansion.
Our office portfolio benefits from unrivalled public transport
connections, a short walk to a number of West End tube
stations including Covent Garden, Charing Cross, Oxford Circus
and Tottenham Court Road. Occupiers wish to be surrounded
by the buzz of London together with important leisure, retail,
and dining amenities adding to employee well-being.
There is leasing demand for our prime West End space
with increasing levels of customers relocating from other
central London locations, as office occupiers recognise the
importance of a vibrant atmosphere in attracting and retaining
staff. Carnaby and Covent Garden are capturing this demand,
with recent lettings to occupiers from the financial and real
estate sectors, with occupiers attracted to the space with high
amenity value and excellent environmental credentials. Rents
42
Residential
Residential homes, across 0.4m square feet, are an important part of our
destinations, bringing people to shop, dine, socialise and enjoy the places
we curate.
The residential portfolio is performing well, with continued
leasing activity and high renewal rates across the portfolio of
656 residential apartments. Our proposition of characterful
period buildings with modern specification located in vibrant,
well-managed areas attracts interest from a broad range of
customers. During 2024, there has been competitive demand,
minimal voids and short leasing windows observed.
During the year 298 residential lettings and renewals with a
rental value of £11.2 million completed, 7.1 per cent ahead of
previous passing rents. At 31 December 2024 13 units were
available to let.
― H1 2024: 118 lettings and renewals: £4.3 million, 3.9 per cent
ahead of 31 Dec 2023 ERV; and 7.3 per cent ahead of previous
passing rents
― H2 2024: 180 lettings and renewals: £6.9 million, 5.4 per
cent ahead of 30 June 2024 ERV; and 6.9 per cent ahead
of previous passing rents
Mostly heritage buildings
with a unique character
offering:
– studios, one or two-
bedroom apartments
that are largely
unfurnished.
Rolling upgrade
programme continues,
improving energy
performance and
upgrading specifications.
Occupancy traditionally
high (> 98 per cent);
reliable cash flow
WAULT: Approximately
1 year.
Available space
typically let within a
matter of days, often
with competitive bidding.
656
Apartments
-1.6%
Valuation £0.6bn
+3.9%
Annualised gross income
£23m
+1.4%
ERV £25m
Covent Garden
Carnaby | Soho
Chinatown
27%
50%
23%
ERV by village
43
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Stakeholder
engagement
44
Shaftesbury Capital PLC | 2024 Annual Report
45
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report
Stakeholder engagement
Engaging with our stakeholders is fundamental to our business. Reflecting our
values, we are committed to building long-term relationships founded on respect,
integrity and transparency.
Stakeholders
Priorities
Why we engage
Customers
Our customers are the wide range of retailers,
food and beverage operators, office occupiers
and residents throughout our portfolio of
c. 635 buildings.
– Providing and promoting high-quality, vibrant,
safe and well-maintained destinations to
allow our customers to prosper and flourish.
– Enhancing sustainability credentials.
– Providing proactive and responsive customer
service, with the customer placed at the
heart of our business.
– Being mindful of socioeconomic and political
factors impacting footfall, recruitment and
retention of staff, statutory consents and
public order.
– To further the strategic aim of placing the
customer at the heart of our business. Success
is based on our ability to listen, understand
and respond to our customers’, and potential
customers’, needs.
– To ensure our offer evolves to address changing
customer and consumer trends and requirements.
– To keep our customers informed of activities of
interest to them across our destinations.
Visitors
Our visitors are those who come to our
destinations or engage with us through our 24
social media channels and consumer websites.
– Providing a vibrant mix of retail and food
and beverage, innovative street installations,
greening and wayfinding across our
destinations.
– Promoting our destinations and our
customers through our social media
channels and consumer websites in an
informative and engaging manner.
– Encouraging visitors through our
engagement with international and
domestic tourism markets.
– Providing a clean and secure environment
across our destinations.
– To contribute to the vitality of the West End and
the success of our customers.
– To promote the attractiveness of our destinations
and our unique mix of retail and food and beverage.
Employees
Our employees are those who are directly employed
by us on permanent or fixed-term contracts.
– Building our dynamic culture.
– Continuing to attract, develop and retain
talented people who share our values.
– Ensuring open and collaborative internal
communications that facilitate the most
effective ways of working.
– Promoting employee well-being.
– Empowering our employees to take
opportunities for development
and progression.
– To deliver our strategic objectives through our
employees’ individual and collective knowledge,
experience and commitment.
– To foster motivated ambassadors for
our organisation.
– To keep employees informed about business
performance and changes and to seek their input
where relevant.
– To continuously improve our ways of working.
Suppliers
Our suppliers are those who have a direct
contractual relationship with us, including our
managing agents, outsourced service providers,
building contractors, project managers, consultants
and a range of property and corporate advisers
across professional disciplines.
– Developing and maintaining constructive
relationships and working collaboratively
with suppliers.
– Undertaking appropriate and responsible
procurement of high-quality goods and
services with suppliers who are aligned with
our values, including throughout their own
supply chains.
– Receiving services that meet the
agreed standards.
– Providing fair payment terms to
our suppliers.
– To deliver an appropriate high-quality level
of service to our customers and visitors by
leveraging our long-term constructive and open
relationships with our suppliers, which are based
on mutual trust.
46
Shaftesbury Capital PLC | 2024 Annual Report
How we engage
Outcomes of our engagement
Further information
– Our teams liaise directly with our
customers, and potential customers,
with the aim of creating collaborative
business partnerships.
– We have launched an annual customer
survey to obtain formal feedback from
our customers regarding the services
we provide.
– We use online portals, where applicable,
to provide destination- and occupier-
specific information to enable our
customers to interact with us. We aim to
extend our customer portal to cover all
properties within our portfolio.
– Continued careful curation of our destinations.
– Strong partnerships are created with our commercial
customers, which allow us to understand their needs and
provide the services and environment required to support
their commercial success.
– Quality living experiences for our residential customers.
– 473 new lettings and renewals, including UK-first stores and
relocation or expansion of a number of customers to suit
their changing needs.
– Our competitive strengths: page 10
– Chief Executive’s statement: page 12
– Portfolio and operating review: page 32
– Sustainability: page 78
– Chairman’s introduction: page 110
– We deliver a comprehensive calendar of
campaigns, events and marketing initiatives.
– We drive regular interaction via our
24 social media channels, across all
our destinations.
– We undertook consumer engagement
surveys for Covent Garden and
Carnaby | Soho email and reward
card subscribers in 2024, to better
understand their views on our current
and future offerings.
– During 2024 we undertook a wide variety of campaigns
across our destinations.
– We added 125,000 more followers to our social channels.
– We received over 1,700 responses to the consumer
engagement survey for Covent Garden, with over 90 per cent
of those responding saying they were likely to recommend
Covent Garden to a friend.
– We received over 2,400 responses to the consumer
engagement survey for Carnaby | Soho, with 85 per cent of
those responding saying they were likely to recommend the
area to a friend.
– Why we invest in London’s West End:
page 8
– Chief Executive’s statement: page 12
– Creating consumer experiences
across our West End portfolio: page 30
– Portfolio and operating review: page 32
– We launched our first employee survey.
– We hold regular townhall meetings led
by the Executive Committee.
– Our Chief Executive meets informally
with small groups of employees.
– Our Employee Engagement Forum is
attended by Richard Akers, our Senior
Independent Director.
– The townhall meetings in 2024 covered topics such as the
Company’s financial results, the annual Board Strategy Day
and the different functions within the business – enabling
employees to learn more about these topics.
– Feedback from the employee survey and Employee
Engagement Forum was provided to the Board over the
course of the year.
– Positive results from the employee survey, including an
overall engagement score of 82 per cent.
– We successfully delivered training to our employees
on behaviours and values, as well as leadership and
development training at a number of levels across
the business.
– Chief Executive’s statement: page 12
– Our purpose-led strategy: page 16
– Our business model: page 17
– Our people and culture: page 100
– Chairman’s introduction: page 110
– How the Board monitors culture and
employee engagement: page 113
– How we behave: page 122
– We monitor the progress and performance
of our suppliers against agreed service
levels, including holding frequent informal
and formal meetings.
– We operate a tendering and onboarding
process that promotes high standards
and responsible business practices in
our supply chain.
– Our team delivers periodic seminars
that give us an opportunity to share with
suppliers our objectives and values.
– We established new relationships and strengthened existing
ones by communicating our expectations to suppliers. This
has fostered long-term collaboration and trust.
– We refined and relaunched our internal procurement
policy and process, providing a robust framework for
supplier management.
– Our purpose-led strategy: page 16
– Our business model: page 17
– Sustainability: page 78
– Health, safety and security: page 102
– How we behave: page 122
Our section 172(1) statement, which explains how the Board considered
stakeholder interests and the other matters set out in section 172(1) of the
Companies Act 2006, can be found in our Corporate governance report on
pages 118 and 120.
47
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Stakeholder engagement
Stakeholders
Priorities
Why we engage
Partners
Our partners include our local authorities and
business improvement districts, neighbouring
landowners, tourism partners, local amenity
societies and business associations, and a variety
of cultural partners. At a national level, our
partners include government bodies, regulators
and industry bodies.
– Engaging with and supporting our partners’
local statutory and economic plans and
public realm initiatives in a proactive manner
to ensure the continued attractiveness of the
West End.
– Working cooperatively with a range of
government bodies and regulators to ensure
that we adhere to all relevant laws and
regulations, fostering transparency and
accountability in our operations.
– To ensure the long-term success of the West End
as a lively, safe and preferred destination for
those who live, work and visit, by being a good
neighbour and practising responsible stewardship.
Local communities
Our communities are those who work, live and
study in or around our destinations, as well as
local organisations, including business and social
enterprises, schools and charities.
– Understanding the wide variety of needs
across our local communities and how we
can best support them as a responsible,
long-term investor in our destinations.
– Keeping our communities regularly informed
of our activities and initiatives.
– To enhance the vibrancy of our destinations
through community investment.
– To keep our communities regularly informed of
our activities and initiatives and to respond to
their views and needs.
– To provide ongoing support to the local community
to address local issues such as employment and
training, in order to play our part as a responsible
investor in the West End.
Joint ventures and associates
Our current joint venture is our 50:50 Lillie Square
joint venture with The Kwok Family Interests. Up
to October 2024, we also had a 50:50 Longmartin
associate with The Mercers’ Company.
– Agreeing strategies to enhance our portfolios.
– Ensuring the estates are well managed.
– Growing long-term relationships with
our partners.
– To work closely with our partners in order
to deliver successful outcomes that benefit
both parties and add long-term value to our
respective holdings.
Finance providers
Our finance providers include our lending
banks, secured-debt providers, exchangeable
bondholders and private placement loan
note holders.
– Maintaining a strong balance sheet
with access to significant liquidity.
– Continuing compliance with our
financial covenants.
– To give value to the strong and transparent
relationships we have with all our finance
providers, which are based on mutual
understanding and regular engagement.
– To ensure that our finance providers are kept
updated about our business performance and
activities, our compliance with financial covenants
and our proposed actions in relation to the
underlying secured assets.
Shareholders
Our shareholders are the owners of our business.
– Communicating our investment case.
– Delivering on our purpose and our strategy.
– Achieving our medium-term targets.
– Making a long-term positive impact.
– To strengthen our relationships with our
existing shareholders, potential investors and
sell-side analysts, ensuring that we understand
their priorities.
– To provide updates on our activities, investment
case and governance framework.
48
Shaftesbury Capital PLC | 2024 Annual Report
How we engage
Outcomes of our engagement
Further information
– Our engagement takes many forms,
including meetings, planning consultations,
working groups and responses to policy
consultations and surveys.
– We take an active role in the local interest
groups where we have membership or
representation.
– We contribute to initiatives that promote
the success of the West End beyond
our destinations.
– We participate in neighbourhood
co-ordination groups, which help
respond to local social challenges.
– Engaged throughout the year with the political leadership and
officers of Westminster City Council and the London Borough
of Camden Council to understand how we can contribute our
practical knowledge and experience in order to achieve our
shared goals.
– Participated in or supported local initiatives, including a trial
of e-scooter and e-bike parking bays, the upgrade of public
conveniences in multiple locations within the Soho district,
and streetscape improvements to Henrietta Street.
– Responded to policy consultations by local and regional
authorities on matters such as transport strategy, nightlife
and the public realm.
– Active members of industry groups including the UK Green
Building Council and Better Buildings Partnership.
– Supported London Fashion Week and British Beauty Week
via our associations with the relevant industry councils.
– Maintained our low-risk tax rating with HMRC.
– Chief Executive’s statement: page 12
– Sustainability: page 78
– We work closely with our community
partners, local enterprises and others
to support projects and initiatives that
benefit local communities in and around
our destinations.
– We contribute our time, space and
knowledge to, and made donations towards,
local charities, organisations and groups.
– Our community grants programme
provides funding towards the cost of local
projects and events.
– Our destination reward cards offer
discounts across local businesses for
those that live, work and study within
our destinations.
– An updated Community Investment Strategy for the next three
years to reflect local needs and better measure our impact.
– In 2024, the value of our total contributions to charities,
organisations and groups within our local community totalled
£0.9 million. This included:
– Direct financial contributions to charities, organisations
and groups such as The Connection at St. Martins.
– £87,442 in total in community grants towards 19 local
projects and events.
– 520 employee hours volunteered to local community
projects and initiatives.
– Up to a value of £0.3 million of in-kind space for charities
and charitable events.
– As a result of feedback from local communities, we withdrew
our planning application to repaint the Floral Street bollards.
– Chief Executive’s statement: page 12
– Our purpose-led strategy: page 16
– Our business model: page 17
– Sustainability: page 78
– For Lillie Square, we engage frequently
with our partner, including regular dialogue
between operational and management
teams, outside Board meetings.
– Prior to the sale of our interest in the
Longmartin associate, we held regular
Board meetings and frequent ad hoc
engagement during the year to oversee
day-to-day operations.
– Agreed the annual business plan for Lillie Square, which
covers priorities for 2025.
– The sale of our 50 per cent holding in the Longmartin associate.
– Portfolio and operating review: page 32
– We engage through regular meetings.
– We provide tours led by the Chief
Executive, the Chief Financial Officer and
senior management across our portfolio,
where appropriate.
– Entered into a new £75 million five-year unsecured term facility.
– Exercised a one-year extension option on the £350 million
senior unsecured loan facilities.
– Repaid £95 million of private placement unsecured loan notes.
– Refinanced and extended the £300 million revolving
credit facility.
– Our purpose-led strategy: page 16
– Our business model: page 17
– Financial review: page 50
– Our investor relations programme
provides regular updates on our results
and activities, and communicates our
investment case. This includes results
and reporting, regular press releases,
one-to-one meetings, roadshows and
conferences, property tours and our
Annual General Meeting.
– Positive feedback from a range of investors during our
engagement activities.
– Investor feedback following meetings and tours is shared with
the Board and the Executive Committee for consideration in
their decision-making.
– All resolutions at our 2024 Annual General Meeting passed
with support in excess of 89 per cent.
– Chief Executive’s statement: page 12
– Our purpose-led strategy: page 16
– Our business model: page 17
– Corporate governance report:
page 104
– Chairman’s introduction: page 110
– Directors’ remuneration report:
page 138
49
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Financial
review
50
Shaftesbury Capital PLC | 2024 Annual Report
51
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report
Financial review
Situl Jobanputra
Chief Financial Officer
“2024 has been a year of progress with a focus on
delivering rental growth, cost and capital discipline,
and maintaining a strong balance sheet, which has
resulted in growing earnings, dividends, valuation and
net asset value. The Company is well-positioned, with
access to significant liquidity to deliver further growth
and long-term value creation.”
Financial results
£167.1m
Gross profit
£252.1m
Profit for the year
£73.0m
Underlying earnings
4.0p
Underlying earnings per share
3.5p
Dividend per share
£4,973m
Total portfolio market value
£3,674m
Net assets
200.2p
EPRA NTA per share
27.4%
EPRA loan-to-value
£559.8m
Cash and undrawn facilities
7.6%
Total property return
7.0%
Total accounting return
-6.9%
Total shareholder return
Financial highlights
This financial year we delivered continued strong operational
and financial performance across the Group. Activity levels
across our portfolio have remained consistently high, including in
the important fourth quarter for our retail and F&B customers,
as evidenced by the vibrancy of our estates, footfall, customer
sales, leasing volumes and the strong pipeline. A number of
properties and investments were sold at or around valuation
with the proceeds being reinvested into our portfolio, property
acquisitions and used for debt repayment. During the year, there
has been growth in rental income, earnings, dividends, property
valuations and net tangible assets per share.
Underlying earnings for the year were £73.0 million, equivalent
to 4.0 pence per share, driven primarily by higher net rental
income on a like-for-like basis. The Directors have proposed
a final dividend of 1.8 pence per share, which when combined
with the interim dividend of 1.7 pence results in a total dividend
per share in respect of the year of 3.5 pence per share.
The wholly-owned portfolio has been independently valued at
£4,973.5 million, reflecting 4.5 per cent like-for-like growth. ERV
increased by 7.7 per cent (like-for-like) to £250.6 million and
annualised gross income was up 8.0 per cent like-for-like to
£202.8 million. The equivalent yield on the portfolio was
4.45 per cent, reflecting an outward movement of 13 basis
points over the year.
The sale of selected properties was completed in the year for
total proceeds of £158.4 million with an additional £9.8 million
having exchanged and due to complete in the first quarter of
2025. Since the merger, total asset disposals of £246.6 million
have completed at an overall premium to valuation (before
costs), representing approximately five per cent of the portfolio.
In addition, in October 2024 the Company sold its 50 per cent
shareholding in the Longmartin investment. Total proceeds of
£94.5 million were received, comprising £82.9 million for the
sale of our 50 per cent equity interest and £11.6 million in
respect of repayment of the interest-bearing loan.
During the year, £83.1 million (before costs) was reinvested into
asset acquisitions across the portfolio taking acquisitions since
merger to £86.0 million.
Overall EPRA NTA (net tangible assets) per share increased by
5.2 per cent from 190.3 pence to 200.2 pence. Combined with
the 3.35 pence per share dividend paid to shareholders during
the year, the total accounting return for the year is 7.0 per
cent. Total shareholder return for the year was -6.9 per cent,
reflecting dividends paid and the change in the share price from
138.1 pence to 125.5 pence per share (although the shares
were trading well above 150 pence in September 2024). Total
property return was 7.6 per cent, representing 0.6 percentage
points of outperformance against the MSCI total return index.
We have made significant progress delivering cost savings
across the business as we progress towards an effective and
efficient organisational structure and cost base. Further income
growth from leasing activity and operational efficiencies is
expected to be achieved in the year ahead, with the EPRA cost
ratio (which measures property level and administration costs
relative to gross rental income) targeted to reduce towards 30
per cent over the medium-term. The adjusted Company EPRA
cost ratio is 37.3 per cent, having been reduced significantly
since the merger.
Finance costs reflect weighted average cost of net debt of
3.7 per cent based on average net debt of £1.5 billion for
the year.
52
Shaftesbury Capital PLC | 2024 Annual Report
The Group has a strong balance sheet. The EPRA loan-to-value
ratio at 31 December 2024 was 27.4 per cent. There is
significant headroom against debt covenants and access to
liquidity, comprising cash and undrawn facilities, currently
£559.8 million (31 December 2023: £485.7 million).
During the year we completed a range of financing activity,
including:
― Putting in place a new five-year £75 million unsecured
loan facility;
― Novation and extension of the £300 million revolving credit
facility to December 2028;
― Early exercise of the first 12 month extension option on
the £350 million unsecured loan (£150 million of which is
undrawn), taking its maturity to December 2027; and
― Repayment of £95 million of private placement debt which
matured in the year.
Net debt at 31 December 2024 was £1.4 billion (31 December
2023: £1.5 billion). Priorities over the forthcoming period are
to review opportunities to refinance medium-term maturities
as well as consideration of longer-term financing options to
evolve our capital structure, taking advantage of the Group’s
enhanced credit profile.
2024 performance reaffirms our confidence in our strategy,
portfolio and business plan. We are focused on delivering
our priorities, including sustainable long-term rental growth,
growing cash rents, progressing further towards an effective
and efficient organisational structure and cost base, and
maintaining a strong capital structure.
Alternative performance measures
As is usual practice in the real estate sector, alternative
performance measures (“APMs”) are presented for certain
indicators, including earnings, earnings per share and EPRA
net tangible assets, making adjustments set out by EPRA in its
Best Practice Recommendations. These recommendations are
designed to make the financial statements of public real estate
companies more comparable across Europe, enhancing the
transparency, comparability and coherence of the sector.
One of the key performance measures which the Group uses is
underlying earnings. The underlying earnings measure reflects
the underlying financial performance of the Group’s West End
property rental business and is a relevant metric in determining
dividends. The measure aligns with the main principles of EPRA
earnings. EPRA earnings excludes valuation movements on the
wholly-owned, joint venture and associate properties, profit
or loss on disposal of investment properties and investment
in associates, fair value changes of financial instruments and
listed investments, cost of early close out of debt, gain on
bargain purchase, IFRS 3 merger-related transaction costs
and, following updated guidance issued by EPRA in 2024,
adjustments in relation to any other non-operating and
exceptional items. These include:
― The fair value movement of the option component of the
exchangeable bond as such movements do not reflect the
underlying performance of the Group.
― £3.3 million (31 December 2023: £8.7 million) of merger-
related integration and other non-underlying costs have been
incurred, which do not relate to the ongoing operations
of the Group.
― Following the completion of the all-share merger in March
2023, a fair value exercise was performed on the Shaftesbury
PLC balance sheet as at 6 March 2023, resulting in the fair
value of the debt determined to be £945.6 million compared
to the nominal value of £1,019.8 million (including an
adjustment to the investment in Longmartin arising from the
fair value adjustment of the underlying debt in the associate).
The outstanding balance of the fair value adjustment will be
amortised to other finance costs over the remaining term
of the debt facilities. In the prior year, EPRA earnings were
adjusted by £24.6 million, to reflect the accelerated unwind
of the fair value adjustment following the early redemption
of the Chinatown and Carnaby bonds in April 2023. The
current year amortisation of the fair value adjustment for
the other debt facilities of £6.1 million (2023: £5.2 million) has
been adjusted from EPRA earnings. On the sale of our 50 per
cent share of Longmartin, the £1.4 million fair value balance
remaining has been recognised in the loss on sale of associate.
In calculating underlying earnings, additional adjustments are
made to EPRA earnings to exclude the financial performance of
the Lillie Square joint venture, associated tax adjustments and
the interest receivable on the loan issued to the joint venture
by the Group. Lillie Square is not considered to be a core part
of the operations of the Group and therefore its results are not
included in underlying earnings.
Further details on APMs used and how they reconcile to IFRS are
set out on page 218.
Presentation of information
The all-share merger of Capital & Counties Properties PLC
(“Capco”) and Shaftesbury PLC to create Shaftesbury Capital
PLC (“Shaftesbury Capital”) completed on 6 March 2023. The
financial review sets out the results of Shaftesbury Capital with
the statement of comprehensive income for the prior period
reflecting the stand-alone performance of Capco for the period
from 1 January to 6 March and the performance of the merged
business, Shaftesbury Capital, between the completion date of
6 March and 31 December 2023.
Reflecting the Company’s focus primarily on the wholly-owned
portfolio, all information is presented on an IFRS basis.
53
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Financial review
Financial performance
Summary statement of comprehensive
income
The 2023 summary statement of comprehensive income
represents the standalone performance of Capco for the
period to 6 March 2023 and that of Shaftesbury Capital
from that date to 31 December 2023.
2024
£m
2023
£m
Gross profit
167.1
141.9
Gain/(loss) on revaluation and sale of investment
property
194.6
(65.0)
Change in fair value of listed equity investment
–
52.0
Other income
–
2.7
Administration expenses1
(42.7)
(83.8)
Net finance costs2
(57.2)
(51.9)
Profit from joint ventures and associates
4.5
0.2
Loss on sale of associates
(4.0)
–
Taxation
(0.3)
(0.2)
Other3
(9.9)
(51.0)
252.1
(55.1)
Gain on bargain purchase
–
805.5
Profit for the year
252.1
750.4
Basic earnings per share
13.8p
45.5p
EPRA earnings4
75.3
67.9
EPRA earnings per share4
4.1p
4.1p
Underlying earnings4
72.0
60.4
Underlying earnings per share4
4.0p
3.7p
Weighted average number of shares5
1,821.7m
1,648.9m
1. Administration expenses include £3.3 million of non-underlying costs
(2023: £44.5 million), substantially related to merger-related transaction
and integration costs, which are considered non-recurring in nature.
2. Excludes other finance income and costs and change in fair value of derivative
financial instruments (included in ‘Other’ above).
3. Includes impairment of other receivables, other finance income and costs
including the change in fair value of derivatives and amortisation of the fair
value adjustment relating to the Shaftesbury debt.
4. Further details regarding EPRA and Underlying earnings are disclosed in note
3 ‘Performance measures’. The 2023 comparative for EPRA earnings and
EPRA earnings per share has been restated from £45.0 million, 2.7 pence per
share, to £67.9 million, 4.1 pence per share, following the changes to the EPRA
earnings definition during 2024.
5. In total, 1,953.2 million shares were in issue as at 31 December 2023 and 2024.
The weighted average number of shares of 1,821.7 million shares excludes
128.4 million own shares, of which 127.0 million are held as collateral for
the exchangeable bond and 3.1 million shares held by the Group’s approved
Employee Benefit Trust (both of which form part of the overall number of
shares in issue of 1,953.2 million).
Gross profit
2024
£m
2023
£m
Rent receivable
197.2
171.9
Straight lining of tenant lease incentives1
7.8
3.9
Service charge income
22.1
19.3
Revenue
227.1
195.1
Expected credit loss provision
(3.9)
(2.0)
Property expenses1
(33.1)
(31.1)
Service charge expenses
(22.1)
(19.3)
Impairment of tenant lease incentives
(0.9)
(0.8)
Gross profit
167.1
141.9
1. 2023 includes £5.1 million charge relating to the change in accounting policy
to reflect the adjustment to amortisation period for tenant lease incentives and
deferred letting fees. £4.1 million of the adjustment was recognised through the
straight lining of tenant lease incentives and £1.0 million in property expenses.
Rent receivable has increased by 5.7 per cent like-for-like
compared with the pro forma 12 month period for 2023
reflecting the positive letting activity across the portfolio. Rental
income receivable has been reduced in the year by £2.9 million
reflecting the impact of disposals in 2023 and 2024, offset by
a £2.7 million contribution from acquisitions. Cash collections
have continued to be strong with 98 per cent collected in the
year. However the expected credit loss provision has increased
during the year to £3.9 million due to a limited number of
customer administration or anticipated failures in early 2025.
The gross to net profit margin, excluding service charge
income and expense, is 81.6 per cent having increased from
80.7 per cent in 2023. The improvement reflects the growth in
income as well as cost savings delivered in the year. Further
enhancements are expected in the medium-term.
Gain/(loss) on revaluation and sale of
investment property
The market valuation of the wholly-owned portfolio has
increased by 4.5 per cent like-for-like since December 2023
to £4,973.5 million. ERV increased by 7.7 per cent (like-for-
like) to £250.6 million and the equivalent yield was 4.45 per
cent, reflecting an outward movement of 13 basis points.
This represents an equivalent yield of 4.6 per cent on the
commercial portfolio, excluding residential properties.
The gain on revaluation of £202.9 million, is based on the
carrying value of the property portfolio after adjustments
for lease incentives and capital expenditure.
Several properties, including the majority of the Fitzrovia
portfolio, have been disposed of during the year for gross
proceeds of £158.4 million. Based on the opening book value
and sale costs, a loss of £8.3 million has been recognised
during the year, although on an overall basis since the merger,
a premium has been achieved (before costs).
54
Shaftesbury Capital PLC | 2024 Annual Report
Administration expenses
2024
£m
2023
£m
Depreciation
0.3
0.4
Other administration expenses
39.1
38.9
Underlying administration expenses
39.4
39.3
Merger-related transaction costs
–
35.8
Merger-related integration and non-underlying
administration expenses
3.3
8.7
Administration expenses
42.7
83.8
Underlying administration expenses of £39.4 million have been
incurred during the year. As part of delivering cost efficiencies,
one-off integration and other costs of £3.3 million have been
incurred in the year. The administrative cost base has been
reduced significantly since the merger, primarily as a result of
efficiencies, removal of areas of duplication and overlap, and
headcount reduction.
Similarly the EPRA cost ratio has been reduced significantly
from its pro forma level of over 50 per cent at the time of the
merger. However over the medium-term the Group is targeting
further improvements towards 30 per cent from its current
level of 37.3 per cent, driven by growth in rental income and
rigorous management of irrecoverable property costs and
administration expenses.
Net finance costs
Finance costs of £72.0 million have been incurred in the
year with the average drawn debt balance being £1.6 billion,
reducing to £1.5 billion at 31 December 2024.
Finance income of £14.8 million in the year comprises £9.8 million
in relation to interest rate hedging arrangements and £5.0 million
interest on cash held on deposit. Protection is currently in
place in relation to the interest rate exposure on the Group’s
expected drawn variable rate debt until the end of 2025
through caps and collars. It is expected that further interest
rate hedging arrangements will be put into place in due course
in relation to variable rate exposure for future years.
Profit from joint ventures and
associates
Our share of Longmartin’s post-tax profit was £4.5 million for
the period up to sale of our 50 per cent interest. Our share of
the revaluation gain was £3.9 million, offset by a deferred tax
movement of £1.2 million. Excluding the revaluation and fair
value adjustment on debt of £0.6 million, and including the
£0.4 million interest received on the interest-bearing loan
provided to the associate, our share of underlying earnings
from Longmartin was £2.8 million. £1.2 million of dividends
were received during the period prior to sale.
Loss on sale of associates
Pursuant to the terms of the Longmartin investment (previously
forming three per cent of the Group’s property portfolio),
the merger triggered the right for the partner to require the
Company to offer to sell its shares in the Longmartin investment
to them (or to a third-party purchaser identified by them).
The partner elected to acquire the Company’s shares in the
Longmartin investment with the sale completing in October
2024. Total proceeds of £94.5 million were received with
£11.6 million repayment of the interest-bearing loan provided
to the associate and £82.9 million for the sale of our 50 per
cent share. Based on the investment value as at 24 October
2024, and including disposal costs, a loss of £4.0 million has
been recorded.
Taxation
The Group continues to satisfy the requirements to qualify for
REIT status. As the Group’s income is derived substantially from
qualifying property rental business activities within the REIT
regime, the majority of its income is exempt from tax. There is a
tax charge of £0.3 million in the year (2023: £0.2 million), arising
mainly in respect of finance income.
Dividends
The Board has proposed a final dividend of 1.8 pence per share,
bringing the total dividend to 3.5 pence per share reflecting
progression in underlying earnings and cash generation. The
total gross dividend payable is £35.1 million of which £2.3 million
relates to the Group entity which holds 128.4 million shares in
relation to the exchangeable bonds. The entity has provided
an undertaking not to exercise its voting rights in respect of
such ordinary shares but will receive the proposed dividend,
the majority of which should subsequently be retained by the
Group following the dividend threshold test as set out in the
exchangeable bond conditions. In addition, the dividend will not
be paid in relation to the 3.1 million shares held by the Group’s
approved Employee Benefit Trust.
The dividend is to be paid wholly as a PID on 30 May 2025 to
shareholders on the register at 25 April 2025.
55
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Financial review
Summary balance sheet
31 December
2024
£m
31 December
2023
£m
Property portfolio1
4,929.0
4,760.4
Investments in joint ventures and associates
–
83.4
Net debt2
(1,405.0)
(1,499.1)
Other assets and liabilities
150.3
135.5
Net assets
3,674.3
3,480.2
EPRA net tangible assets
3,671.1
3,479.4
EPRA net tangible assets per share (pence)
200.2p
190.3p
Adjusted, diluted number of shares3
1,833.3m
1,828.8m
1. Includes £20.1 million (2023: £20.2 million) accounted for as owner-occupied
property and £9.8 million (2023: £nil) accounted for as held for sale. The market
value of the property portfolio is £4,973.5 million (2023: £4,795.3 million).
2. Net debt based on nominal value of debt drawn less cash, excluding tenant
deposits of £14.2 million (2023: £14.5 million).
3. Number of shares excludes 128.4 million shares held in relation to the
exchangeable bond and 3.1 million within an approved Employee Benefit Trust.
Total shares in issuance, including these components, was 1,953.2 million shares.
EPRA NTA
EPRA NTA per share increased by 5.2 per cent to 200.2 pence,
due primarily to the like-for-like increase in the valuation of the
property portfolio.
Following the completion of the merger in 2023, the Shaftesbury
debt which had an overall nominal value of £384.8 million
(2023: £444.8 million - included the debt in relation to our share
of the Longmartin investment), was fair valued and was held at
EPRA net tangible assets per share +5.2% to 200.2 pence
180
190
200
210
December
2023
190.3p
10.6p
4.0p
(3.3)p
(3.3)
(0.3)p
(1.1)p
200.2p
10.6
Gain on revaluation
and profit/(loss)
on sale
Dividends
paid
Underlying
earnings
December
2024
Other
Fair value
of debt
£348.5 million as at 31 December 2024 (2023: £400.4 million).
This difference of £36.3 million (2023: £44.4 million), or 2.0 pence
(2023: 2.4 pence) in terms of EPRA NTA per share, will reverse as
the balance sheet value of the debt accretes to nominal value
over the remaining term of the debt. The impact of this unwind is
excluded from underlying earnings.
Property portfolio
The carrying value of the wholly-owned portfolio as at
31 December 2024 is £4,929.0 million, including £20.1 million
and £9.8 million classified as owner-occupied and held for
sale respectively. During the year, a number of properties have
been sold with an opening carrying value of £163.8 million for
gross proceeds of £158.4 million.
£83.1 million, before transaction costs, has been reinvested into
asset acquisitions. In March 2024, we completed the acquisition
of the 25-31 James Street, Covent Garden for £75.1 million.
In addition, we have acquired two properties on Broadwick
Street and Marshall Street for £8.0 million. Subsequent capital
expenditure during the year on the wholly-owned portfolio was
£43.1 million predominantly for office refurbishment activity in
Covent Garden.
The market valuation of the wholly-owned property portfolio
of £4,973.5 million was 4.5 per cent higher on a like-for-like
basis compared with 31 December 2023. ERV increased by
7.7 per cent (like-for-like) to £250.6 million and the equivalent
yield was 4.45 per cent, reflecting an outward movement of 13
basis points, two-thirds of which was in the first half.
56
Shaftesbury Capital PLC | 2024 Annual Report
Total property return for the year was 7.6 per cent. The MSCI
Total Return Index recorded performance of 7.0 per cent for
the year, resulting in outperformance of 0.6 percentage points.
Investment in joint ventures and
associates
Following the sale of our 50 per cent investment in the
Longmartin associate in October 2024, the remaining
investment held at 31 December 2024 is our 50 per cent
joint venture interest in Lillie Square.
The property valuation as at 31 December 2024 was
£65.3 million, in line with the 31 December 2023 valuation of
£65.2 million. The majority (65 per cent) of this value relates
to completed apartments in phases 1 and 2 of the project,
with the balance representing investment properties and
consented land. Over 60 apartments have been leased on a
short-term basis generating annual contracted rental income
of £3.8 million. Our share of net cash in the joint venture was
£4.9 million and there is no external debt. During the year a
repayment of £4.0 million of the interest-bearing loan provided
to Lillie Square was received.
Debt and gearing
The Group maintains a strong financial position, with diversified
sources of funding, a spread of debt maturities, significant
headroom against debt covenants, access to liquidity, modest
capital commitments, substantial unencumbered asset value
and interest rate hedging in place for 2025.
The Group’s cash and undrawn committed facilities as at
31 December 2024 were £559.8 million (2023: £485.7 million).
As at 31 December 2024, the Group had capital commitments
of £24.1 million.
31 December
2024
£m
31 December
2023
£m
Cash and cash equivalents1
109.8
185.7
Undrawn committed facilities
450.0
300.0
Cash and undrawn committed facilities
559.8
485.7
Commitments
(24.1)
(24.8)
Available resources
535.7
460.9
1. Excludes tenant deposits of £14.2 million (2023: £14.5 million).
The loan-to-value (“LTV”) ratio at 31 December 2024 was
28.2 per cent and EPRA LTV was 27.4 per cent. This is
comfortably within the Group’s limit of no more than 40 per
cent. Net debt to EBITDA has reduced from 13.9 to 10.9 times.
31 December
2024
£m
31 December
2023
£m
Cash and cash equivalents
109.8
185.7
Debt at nominal value
(1,514.8)
(1,684.8)
Net debt
(1,405.0)
(1,499.1)
Loan-to-value
28.2%
31.3%
EPRA loan-to-value
27.4%
30.9%
Net debt to EBITDA
10.9x
13.9x
Interest cover
292.1%
288.4%
Interest cover excluding non-underlying
admin costs
223.3%
212.7%
Weighted average debt maturity – drawn facilities
4.6 years
5.0 years
Weighted average cost of debt – gross1
4.0%
4.2%
Weighted average cost of debt – net
3.7%
3.4%
Drawn debt with interest rate protection2
100%
100%
1. As at 31 December 2024 the weighted average cost of debt reduces to an
effective running cash cost of 3.7 per cent (2023: 3.4 per cent) taking account
of interest on cash deposits and interest rate caps and collars.
2. Taking account of interest on cash deposits and interest rate caps and collars.
At 31 December 2024, Group net debt was £1.4 billion. During
the year a new £75 million unsecured loan facility was entered
into as well as refinancing the £300 million revolving credit
facility, extending the debt maturity to 2028. In addition, the
first 12 month extension option on the £350 million unsecured
loan (£150 million of which is undrawn) has been exercised
early, taking its maturity to December 2027. £95 million of
private placement debt matured during the year.
The current weighted average cash cost of drawn debt is
4.0 per cent (2023: 4.2 per cent) which reduces to an effective
cash cost of 3.7 per cent (2023: 3.4 per cent) taking into
account interest income on cash deposits and the benefit of
interest rate hedging. As maturing debt is repaid or refinanced,
it is currently anticipated that the weighted average cost of
debt will increase.
All of the Group’s drawn debt is at fixed rates or currently has
interest rate protection in place until the end of 2025, taking
into account interest on cash deposits. £250 million of hedging
is in place until the end of 2025 which provides for a cap of
3.0 per cent and a floor of 2.0 per cent on SONIA exposure.
Priorities over the forthcoming period are to refinance medium-
term debt maturities as well as consideration of longer-term
financing options to evolve our capital structure, taking
advantage of the Group’s enhanced credit profile.
57
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Financial review
The overall balance of cash was reduced by £75.9 million to
£109.8 million as at 31 December 2024. This is largely due to:
― Operating cash inflows of £52.0 million reflecting growing
gross profit and continuing high levels of cash collection,
partly offset by administrative and finance costs. The inflow
is further reduced for the payment of non-underlying merger-
related integration costs and non-underlying transaction
costs for property acquisitions and disposals in the year.
― Investing cash inflows of £103.2 million, including £136.6
million gross proceeds from the sale of several properties
offset by £47.3 million capital expenditure and £83.1 million
for the acquisition of 25-31 James Street, Broadwick Street
and Marshall Street. £94.1 million was received on the
sale of our interest in Longmartin as well as a £1.2 million
dividend during the year. A £4.0 million loan repayment from
the Lillie Square investment was also received.
― The £170.0 million financing outflow reflects the net movement
in facilities drawn and repaid in the year. £3.1 million of costs
have been incurred on the arrangement of new facilities in
the year.
― Total dividends paid in the year excludes the £4.3 million
paid to the Group entity which holds 128.4 million shares
as security under the terms of the exchangeable bonds.
Following the dividend threshold test, as set out in the
exchangeable bond conditions, substantially all the dividend
was subsequently retained by the Group.
Going concern
Further information on the going concern assessment is set out
in note 1 ‘Principal accounting policies’.
The Company has a strong balance sheet with EPRA loan-to-
value of 27.4 per cent, group interest cover of nearly three
times before administrative costs, and access to cash and
undrawn facilities of £559.8 million as at 31 December 2024.
There remains sufficient liquidity and debt covenant headroom
even in a downside “severe but plausible” scenario.
There continues to be a reasonable expectation that the Group
will have adequate resources to meet both ongoing and future
commitments for at least 12 months from the date of signing
these financial statements. Accordingly, the Directors consider
it appropriate to adopt the going concern basis of accounting
in preparing the 2024 Annual Report.
Situl Jobanputra
Chief Financial Officer
26 February 2025
0
100
200
300
400
500
Opening
cash
185.7
52.0
103.2
(170.0)
(61.1)
450
109.8
Total liquidity £559.8m
Operating
inflow
Investing
inflow
Undrawn
RCF
Closing
cash
Dividend
payment
Financing
outflow
Cash Flows
Movement in cash flow
£m
Cash, excluding tenant deposits, as at 31 December 2023
185.7
Operating inflow
52.0
Investing inflow
103.2
Financing outflow
(170.0)
Dividends paid
(61.1)
Cash, excluding tenant deposits, as at 31 December 2024
109.8
58
Shaftesbury Capital PLC | 2024 Annual Report
Risk management
Oversight,
assessment and
mitigation at a
Group level
Identification,
assessment and
mitigation at an
operational level
Top
Down
Bottom
up
Governance
Oversight
Ownership
Board
– Sets risk culture
– Sets risk appetite
– Monitors risk exposure and appetite
– Reviews principal and emerging risks
Senior management
– Oversee day-to-day management of risk, including identification and response
– Assist Executive Risk Committee with identification of principal and emerging risks
– Design and implementation of controls; ensure key controls are operating and are effective
– Brief Executive Risk Committee on key issues that have arisen
Audit Committee
Executive Risk
Committee
Executive Committee
– Reviews the adequacy
and effectiveness of
the risk management
framework and the
internal controls systems
– Approves the assurance
programme
– Co-ordinates and
develops risk
management process
– Reviews and assesses
risk register
– Considers principal
and emerging risks and
mitigating actions
– Monitors risks and
response plans
– Assesses control
environment and
effectiveness of controls
– Oversees day-to-
day monitoring and
management of risk
Risk management
The Board has overall responsibility for Group risk management.
It determines its risk appetite and reviews principal risks
and uncertainties regularly, together with the actions taken
to mitigate them. The Board has delegated responsibility for
the review of the adequacy and effectiveness of the Group’s
internal control framework to the Audit Committee.
Risk is a standing agenda item at management meetings.
This gives rise to a more risk-aware culture and consistency
in decision-making across the organisation in line with the
corporate strategy and risk appetite. All corporate decision-
making takes risk into account, in a measured way, while
continuing to drive an entrepreneurial culture. The Executive
Committee is responsible for the day-to-day commercial
and operational activity across the Group and is, therefore,
responsible for the management of business risk.
The Executive Risk Committee, comprising the Chief Executive,
Chief Financial Officer, members of the Executive Committee,
General Counsel, Group Financial Controller, Director of
Transformation and Technology, Head of Sustainability and
Head of Health and Safety, is the executive level management
forum for the review and discussion of risks, controls and
mitigation measures. The corporate and business division
risks are reviewed on a regular basis by the Executive Risk
Committee, so that trends and emerging risks can be identified
and reported to the Board.
Senior management from each part of the business identify
and manage the risks for their area or function on a day-to-
day basis and maintain a risk register. The severity of each risk
is assessed through a combination of each risk’s likelihood
of an adverse outcome and its impact. In assessing impact,
consideration is given to financial, reputational and regulatory
factors, and risk mitigation plans are established. A full risk
review is undertaken annually in which the risk registers are
aggregated and reviewed by the Executive Risk Committee.
The Directors confirm that they have completed a robust
assessment of the principal and emerging risks faced by the
business, assisted by the work performed by the Executive
Risk Committee.
59
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Risk management
Risk Aware: The Group is willing to take greater than normal risks
Risk Neutral: The Group takes a balanced approach to risk taking
Risk appetite
Risk Aware
Risk Averse
Risk Neutral
Economic &
political
Portfolio
Operational
resilience
Leasing &
asset management
People
Climate
change
Compliance
with laws &
regulations
Risk appetite statement
The Group risk appetite statement is designed to set the right
tone at the top for the Group and support decision-making at
a strategic level by the Board and the Executive Committee.
This statement provides guiding principles to support decision-
making at both a Board and senior management level.
The Group’s risk appetite statement is reviewed and updated
by the Board at appropriate intervals and, in any event, on an
annual basis. The Group’s risk appetite statement has been
communicated to senior management who are responsible
for incorporating the identified principles in decision-making.
The Group’s risk appetite statement is as follows:
“We invest to create thriving destinations in London’s West
End where people enjoy visiting, working and living. We use
our expertise in property investment and our commitment to
a strong balance sheet to take commercial risks in a measured
way, so that we are able to deliver sustainable growth and
long-term returns for our shareholders.
We are risk averse in relation to the impact of our business
on the environment and on the health and safety of our
people and the public, and it is a key priority for us that our
business operates in compliance with laws, regulations and
our contractual commitments.”
Investing in one location presents an inherent geographic
concentration risk and there are certain external factors
which the Group cannot control. However, in executing the
Group’s strategy, we seek to minimise exposure to operational,
reputation and compliance risks, recognising that our appetite
to risk varies across different elements of the strategy,
as shown in the diagram below. Recognising that risk appetite
is not an ”absolute”, the diagram below shows an indicative
range, reflecting that the Group may move higher or lower
on the risk curve, as circumstances dictate.
Assessing risk
Risks are considered in terms of the likelihood of occurrence
and their potential impact on the business. In assessing impact,
a number of criteria are considered, including the effect on
our strategic objectives, operational or financial matters, our
reputation, sustainability, stakeholder relationships, health
and safety and regulatory issues. Risks are assessed on both
gross (assuming no controls are in place) and residual (after
mitigation) bases.
To the extent that significant risks, failings or control
weaknesses arise, appropriate action is taken to rectify the
issue and implement controls to mitigate further occurrences.
Such occurrences are reported to the Audit Committee.
The Group’s processes and procedures to identify, assess,
and manage its principal risks and uncertainties were in place
throughout the year and remained in place up to the date of
the approval of the 2024 Annual Report.
Internal controls
The main elements of the Group’s internal control framework
are set out below:
― Clear remit, terms of reference and schedule of matters
for the Board and its Committees
― Close involvement of the Executive Committee in the
day-to-day operations of the business, with regular meetings
with senior management
― Delegated authority limits
― Daily monitoring of risks and controls by management
― Formal assessment by the Executive Risk Committee of
strategic and emerging risks and the related controls or
mitigations, with reporting to the Audit Committee
― Regular Board updates on operations, IT systems and
cyber security
― Transparent tax strategy, published on the Group’s website, which
sets out the approach to tax risk management and governance
― Whistleblowing policy and hotline procedures, whereby
employees and third parties may raise any matters of concern
confidentially, are reviewed by the Audit Committee annually
Specific controls relating to financial reporting and the
consolidation process include:
― Appropriately staffed management structure, with clear lines
of responsibility and accountability
― A comprehensive budgeting and review system
― Board and Audit Committee updates from the Chief Financial
Officer and Group Financial Controller, which include
forecasts, performance against budget and financial covenants
― Formal reviews of the effectiveness of financial, operational
and compliance controls by management and external
advisers are reported to the Audit Committee
― BDO LLP (“BDO”), appointed as internal auditor of the Group,
conducts regular audits of the Group’s control procedures
and reports its findings to the Audit Committee.
Risk Averse: The Group is cautious and takes as few risks as possible
60
Shaftesbury Capital PLC | 2024 Annual Report
Risk outlook
During 2024, despite the challenging macro-economic
backdrop and elevated geopolitical risk and volatility, we
continued to deliver positive operational performance across
the portfolio, reflecting the benefits of the Group’s active asset
management, together with the exceptional qualities and
long-term resilience of the West End. Strong leasing demand
continued across all uses, leading to high occupancy levels and
strong rent collection.
The long-term impact of the macroeconomic and geopolitical
factors, in particular evolving inflationary pressures and interest
rates, on the future demand for, and use of, lettable space,
evolution of consumer behaviour and travel patterns remain
a consideration and the Board continues to monitor this.
Many of the Group’s customers are exposed to the changes
and challenges facing the retail and food & beverage sectors,
including macroeconomic factors around the UK budget,
such as availability and cost of credit for customers and their
businesses, the potential for the level of consumer spending
to be impacted by cost-of-living pressures, business and
consumer confidence, inflation rates, energy costs, supply
chain disruption, labour shortages and other operational costs.
If current global or UK macroeconomic conditions deteriorate
this could impact UK real estate markets, resulting in downward
pressure on the valuation of the Group’s properties and gross
rental income.
The Group’s operations may be adversely affected if it fails to
comply with climate and environmental regulation or its own
environmental, social or governance standards. Operations
may also be adversely affected by climate and environment
related risks, which could lead to significant costs to mitigate
environmental impacts.
Emerging risks
The Group monitors emerging risks to identify and assess
those risks that may potentially impact upon its strategic
plans. These risks are circumstances or trends which are often
evolving rapidly which could significantly impact on the Group’s
financial strength, competitive position or reputation within the
next three years or over the longer term. Generally, the impact
and probability of occurrence are not yet fully understood and,
consequently, necessary mitigations have not yet fully evolved.
The Group conducts a horizon scanning exercise to identify
potential risks and emerging trends which may be impactful in
the future. Based on this exercise, the most relevant emerging
risks and opportunities are assessed to establish relevance and
identify any additional remediation required. The prioritised
emerging risks are further reviewed and validated by senior
management to gain a better understanding of their impact and
to develop strategies to address them. A non-exhaustive list of
emerging risks is outlined on the right.
Emerging risks with a one-to-three-year time
horizon include:
― UK political uncertainty and evolving geopolitical conditions;
― UK corporate reform and landlord/tenant legislation changes;
― Building Safety Act and changes to UK property valuation
methodologies and practices;
― Green energy and sustainability priorities; and
― Disruptive technological advancements, which may
include areas such as artificial intelligence, blockchain
and metaverse.
Emerging risks with a longer-term horizon include:
― Changes in social dynamics, demographic shifts and
trends in space usage, urbanisation and consumption
and travel patterns;
― Longer-term climate change impacts;
― Consumer behaviour;
― Impact of digital currencies on consumer behaviour; and
― Residential rent control and regulatory tax changes.
Principal risks and uncertainties
The Group’s principal risks and uncertainties, which are set
out on the following pages, are reflective of where the Board
has invested time during the year. Following a detailed review
of the principal risks post-merger, certain risks have been
disaggregated in the current year to clearly align the mitigating
actions to the respective risks. This is reflected below. These
principal risks are not exhaustive. The Group monitors a
number of additional risks and adjusts those considered
‘principal’ as the risk profile of the business changes. See also
the risks inherent in the compilation of financial information,
as disclosed in note 1 ‘Principal Accounting Policies’ within
‘Critical accounting judgements and key sources of estimation
and uncertainty’.
Principal risks overview
2024 risk
Change in
the year
Economic and political
Portfolio
Operational resilience
Leasing and asset management
People
Climate change
Compliance with law and regulations
Key
Increase
Decrease
Stable
61
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Risk management
Economic and political
― Impact of uncertain interest rate environment and lack of
availability or increased cost of debt or equity funding
― Inflationary pressures on operating costs, including energy
and the cost-of-living
― Adverse impact on business and consumer confidence,
increased material costs, prolonged supply chains and
reduced labour supply
― Decline in real estate valuations due to macroeconomic
conditions
― Persistent significant discount in the share price relative
to EPRA NTA
― Uncertain political climate and/or changes to legislation
and policies following change in Government
Impact on strategy
― Reduced property return
― Reduced rental income and/or capital values as customers
could suffer staff shortages, increased costs, longer lead
times and lower availability of inventory
― Higher operating and finance costs
― Reduced financial and operational flexibility
Mitigation
― Maintain appropriate liquidity to cover commitments
― Target longer and staggered debt maturities, and diversified
sources of funding
― Early refinancing of debt maturities
― Covenant headroom monitored and stress tested
― Fixed rate financing and derivative contracts to provide
interest rate protection
― Monitoring proposals and emerging policy and legislation,
with industry lobbying where appropriate
― Engagement with key stakeholders and local authorities
Context and actions taken:
The Group focuses on prime assets in the West End of London which
historically have proved to be economically resilient.
The Group has had a long-term focus on maintaining a strong balance
sheet, with sufficient liquidity and debt covenant headroom, to ensure
it is able to withstand market volatility and take advantage of
opportunities. As at 31 December 2024, the Group has access to
cash and undrawn facilities of £559.8 million.
Extensive forecasting, stress testing and modelling of various
scenarios has been undertaken, including sensitivities arising from the
current macroeconomic environment, to help plan for future impacts
on the business.
Funding, debt and treasury metrics are monitored on a continual basis
with a focus on preserving liquidity and capital.
A downside scenario has been analysed in connection with the going
concern assessment, details of which are set out in note 1 ‘Principal
accounting policies’ within ‘Going concern’. The financial statements
have been prepared on a going concern basis.
We remain in close dialogue with local authorities to understand
future plans and work constructively to position the estate in the
best possible manner.
See Chief Executive’s statement on page 12 for further information.
Portfolio
― Inability of the Group to adopt the appropriate strategy
or to react to changing market conditions or changing
consumer behaviour
― Portfolio concentration
― Volatility in the investment market
Impact on strategy
― Inability to deliver business plan or a structural change to
the business plan impacting returns or capital values
Mitigation
― Focus on prime assets, locations and uses where, in normal
conditions, there is a structural imbalance between availability
of space and demand
― Establish asset clusters to provide the opportunity to drive
long-term growth and returns
― Regular assessment of investment market conditions including
bi-annual external valuations
― Regular strategic analysis with focus on creating mixed-use
destinations and residential districts with unique attributes
― Reconfigure and repurpose space to respond to, and
anticipate, changing customer demand
Context and actions taken:
The Group focuses on prime assets in the West End of London
primarily in the retail and food & beverage sector. The value of
control over areas brings the ability to curate and drive growth over
the long term. We actively promote our areas to drive footfall and
curate areas to maintain places that are popular.
Sustained customer demand has led to low vacancy levels with
consistently high footfall.
Through regular dialogue with potential and current customers and
regular assessments of the market, we are able to better understand
market demand and reconfigure space as appropriate.
See Portfolio and operating review on page 32 for further information.
Principal risks and uncertainties continued
Creative and
active approach
2
Customer at the heart
of the business
1
Disciplined financial
management
3
Sustainable and
community minded
4
Strategic priorities
Key
Increase
Decrease
Stable
62
Shaftesbury Capital PLC | 2024 Annual Report
Operational resilience
― Misconduct or poor operational or sustainability standards
― Poor performance from one of the Group’s third-party
advisers and contractors
― Catastrophic event such as a terrorist attack, natural disaster,
health pandemic or cyber security crime
Impact on strategy
― Reduced rental income, higher operating costs, and/or
reduced capital values
― Reduced financial and operational flexibility
― Diminishing London’s status
― Business disruption or damage to property
― Reputational damage
Mitigation
― Supplier procurement policy and regular monitoring of
external advisers
― Engagement with key stakeholders and local authorities
― Building reinstatement, loss of rent and terrorist insurance
― Detailed business continuity and crisis communication
plans in place
― On-site security and cyber security in place
― Health and safety policies and procedures
― Close liaison with police, National Counter Terrorism Security
Office (NaCTSO) and local authorities
Context and actions taken
Whilst being invested in one area is a risk, the Group’s ownership
in prime West End real estate is also a strength and an opportunity,
providing control and allowing curation of the area to maintain places
that are popular.
Given the high-profile nature of the Group’s assets, the risk of an
external event is inevitably heightened. It is therefore important
that the Group maintains recommended levels of insurance and
implements effective security and health and safety policies.
Business continuity plans for both employees and service providers,
including introduction of external resources, if required, and other
policies have been reviewed together with HR policies, technology
and communication where appropriate. IT security systems that
support data security and disaster recovery are in place.
Cyber security and its impact on data and IT infrastructure, including
both widespread risks such as state-sponsored cyber-attacks and
those targeted directly at our systems and data continues to be a
key focus, with support from external advisers, including specialist
consultants, to ensure appropriate controls and security protocols
are in place. Employees are provided with regular cyber security and
phishing training.
See Our purpose-led strategy and business model on pages 16 and 17 for
further information.
Leasing and asset management
― Inability to achieve target rents or to attract target customers
due to market conditions
― Competition from other locations/formats
― Unfavourable planning/licensing policy, legislation or action
impacting on the ability to secure approvals or consents
Impact on strategy
― Decline in customer demand for the Group’s properties
― Reduced income and increased vacancy
― Reduced return on investment and development property
Mitigation
― High quality customer mix
― Strategic focus on creating mixed-use destinations with
unique attributes
― Engagement with local and national authorities
― Pre-application and consultation with key stakeholders
and landowners
― Regular assessment of market conditions and
development strategy
― Business strategy based on long-term returns
Context and actions taken:
The Group takes measured risks by using its expertise in place-
making and creative and active asset management to deliver long-
term value through rental growth and attracting new customers.
During 2024, leasing activity remained strong, with high occupancy
levels reflecting the strength of demand for prime central London
real estate.
Many of the Group’s customers are exposed to the changes
and challenges facing the food & beverage sectors, including
macroeconomic factors, such as availability and cost of credit for
customers and their businesses, the potential for the level of consumer
spending to be impacted by cost-of-living pressures, business and
consumer confidence, inflation rates, energy costs, supply chain
disruption, labour shortages and other operational costs.
The Group looks for opportunities to create or enhance value in the
portfolio through the planning process, cognisant of the risks but
using our experience and skill to deliver our objectives.
The Group has a focused leasing and marketing strategy, ensuring
the business is well-positioned. The Group regularly engages with
suppliers to understand their ability to meet our requirements
and standards.
See Portfolio and operating review on page 32 for further information.
63
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Risk management
Principal risks and uncertainties continued
People
― Inability to retain and recruit the right people and develop
leadership skills within the business
― Key person risk as the Group has a relatively limited
headcount
Impact on strategy
― Inability to execute strategy and business plan
― Constrained growth, lost opportunities
― Pressure on corporate costs
Mitigation
― Succession planning, performance evaluations, training
and development
― Long-term and competitive incentive rewards
― Flexible and modern working practices
Context and actions taken
The success of the business is down to a dedicated team of skilled
and talented individuals working collaboratively. The health and
well-being of our people is of the utmost importance including the
ability to create a culture and environment that allows each person
to grow, develop and perform to the best of their abilities.
There remains a risk of illness or absence across employees,
management or service providers which would disrupt the day-
to-day activities of the Group’s business and running of the estate.
Team communication strategies have been implemented to ensure
managers can adequately supervise and support employees where
they are working from home.
Recruiting and on-boarding policies have been adjusted where
necessary to ensure that the business is able to continue to attract,
develop and retain the best possible resources.
We continue to monitor closely employees’ mental and physical
well-being and the health and safety of our employees and service
providers remains a top priority with regular seminars and webinars
from external experts.
See Our people and culture on page 100 for further information.
Climate change
― Physical impact on our assets from rising temperatures or
other extreme climate-related event such as flooding
― Transitional challenge of increasing and more onerous
compliance and reporting requirements, as well as retrofitting,
insuring or leasing our heritage assets on an appropriate
whole life carbon basis
― Inability to keep pace with customer and consumer demand for
proactive action to manage and mitigate climate-related risk
Impact on strategy
― Reduced income, capital values or business disruption
― Increased operating costs to meet reporting and target
metrics and compliance
― Increased capital costs of retrofitting, or inability to resolve
listed building or planning challenges, leads to buildings
becoming carbon stranded
― Reduced income through lower rents and longer void periods
due to reduced customer demand
Mitigation
― Company manages climate-related risks and opportunities
and sustainability team in place
― Net Zero Carbon target has been reset to 2040 to align
with the Science Based Targets initiative long-term carbon
reduction targets. For more detail on the mitigation measures
in place for climate risk, please refer to the Group’s TCFD
disclosures in the 2024 Annual Report as well as the Group’s
Net Zero Carbon Pathway
― Active management plan with external reporting via
recognised indices and benchmarks, including EPRA, CDP,
MSCI and GRESB
― Continued engagement with stakeholders in order to
preserve heritage buildings, while enhancing environmental
performance
― Pro-active customer and consumer engagement programme
and setting of appropriate climate-related targets on both
development and operations
Context and actions taken
The Group believes in taking a responsible and forward-looking
approach to environmental issues and the principles of sustainability.
The Group recognises the responsibility to tackle climate change.
It is committed to meeting our 2030 carbon reduction targets and
has reset our Net Zero Carbon target to 2040 to align with the SBTi
long-term carbon reduction requirements. As a long-term steward of
the West End, the Group understands the benefits of a strong track
record of restoring and celebrating the heritage of the area through
considered refurbishments and developments.
The Group has made material progress in the decarbonisation of the
portfolio. We are at a critical point for action and will continue our
efforts in 2025 to reduce greenhouse gas emissions in our buildings
and operations. This requires more innovative and sustainable
ways of working, and includes our supply chain partners across
development and operational disciplines, our customers, as well
as our corporate actions.
See TCFD report on page 66 and the Net Zero Carbon Pathway on our
website: https://www.shaftesburycapital.com/en/responsibility/
environment/net-zero-carbon-pathway.html.
Creative and
active approach
2
Customer at the heart
of the business
1
Disciplined financial
management
3
Sustainable and
community minded
4
Strategic priorities
Key
Increase
Decrease
Stable
64
Shaftesbury Capital PLC | 2024 Annual Report
Compliance with law and regulations
― Breach of legislation, regulation or contract
― Inability to react to or anticipate legal or regulatory changes,
including potential changes to the Landlord and Tenant Act or
other associated reforms
― Accidents causing loss of life or very serious injury to employees,
contractors, customers and visitors to the Group’s properties;
or near misses of the same
― Exit from REIT regime due to non-compliance with REIT
requirements
Impact on strategy
― Prosecution for non-compliance with legislation
― Litigation or fines, reputational damage
― Distraction of management
Mitigation
― Appointment of external advisers to monitor changes in law
or regulation
― Members of staff attend external briefings to remain cognisant
of legislative and regulatory changes
― Health and safety procedures, training and governance across
the Group
― Appointment of reputable contractors
― Adequate insurance held to cover the risks inherent in property
ownership and construction projects
Context and actions taken
Compliance with law and regulations, including health and safety,
remains a key priority for the Board.
Protocols are in place and communicated across the various
stakeholder groups to ensure everyone is aware of new legislation
and requirements.
The health and safety of our people and the public is a key priority.
The Group works closely with its stakeholders to mitigate health
and safety risks.
We remain in communication with HMRC regarding our REIT status,
the Group’s ability to comply with the requirements and the approach
which HMRC will take in relation to any breach of the REIT conditions.
See Corporate governance report on page 104 for further information.
65
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report
Task Force on Climate-related
Financial Disclosures
This disclosure is the second for Shaftesbury Capital and is
consistent with all 11 recommendations of the Task Force
on Climate-related Financial Disclosures (“TCFD”). It includes
a summary of risks and opportunities with all information
required by the UK Listing Rules, the TCFD Annex all-sector
guidance and the supplemental guidance for materials and
buildings. We will continue to improve our data to develop our
understanding of risks and opportunities for future disclosures.
Supplementary detail is set out in our long-form TCFD report
on our website: https://www.shaftesburycapital.com/en/
responsibility/policies-and-reports.html
Our portfolio remains concentrated in the West End of
London, and the combined business remains entirely subject
to a UK regulatory framework. There have been no year-
on-year changes in our business strategy or assets that
would materially impact our climate-change-related risks
and opportunities. This disclosure aligns with the corporate
definition of materiality as set out on page 167. As set out in
this disclosure we have continued to refine our understanding
of climate risks and opportunities, particularly with regards to
physical climate risk exposure.
Our quantitative assessment of physical risk has been updated
during the year and, building on pre-existing qualitative
analysis, we have continued to monitor relevant UK regulatory
changes which could adjust our view of transition risk. We have
reported no material changes in either physical or transition risk.
We are committed to strengthening our approach to addressing
climate-related risks and opportunities. Under the oversight
of the Group’s Board and Executive Committee we have
continued to embed the TCFD recommendations into all
our relevant practices. Climate risks and opportunities are
considered by the Audit Committee on behalf of the Board,
with day-to-day management through the Executive Committee.
In this disclosure we outline our approach to identifying and
managing climate-change-related issues, addressing both risks
and opportunities.
We have reset our Net Zero Carbon commitment, including
setting a long-term target to reduce relevant Scope 1, 2 and
3 emissions by 90 per cent by 2040, from a 2019 baseline.
This builds on near-term reduction targets for 2030. Our near-
and long-term targets have been validated by the Science
Based Targets initiative (“SBTi”) and are ahead of UK national
targets and 1.5°C science-based reductions.
Governance
Describe the
Board’s oversight
of climate-
related risks and
opportunities
The Board has ultimate oversight of and responsibility for the management of climate-related risks and
opportunities, overseeing the Group’s Environment, Sustainability and Community (“ESC”) Strategy,
performance against our near-term 2030 carbon reduction targets and progress towards our 2040 Net
Zero Carbon aspirations. Recognising the strategic importance of these matters to the business, the Board
supports the Group’s climate-related initiatives and their reflection in our values. During the year, following
recommendation from the Executive Committee, the Board approved our updated Net Zero Carbon near-term
and long-term targets. Oversight of sustainability matters (including consideration of climate-related risks and
opportunities and implementation of the Group’s Sustainability Strategy and Net Zero Carbon Pathway), is a
matter for consideration by the whole Board, with the Chief Executive having overall responsibility.
The Chief Executive, CFO and Senior Independent Director have relevant climate change and
environmental, social and governance (“ESG”) experience. This includes chairing ESG related committees
at Board level for Shaftesbury Capital and other listed UK companies. Further climate change expertise is
provided to the Executive Committee and the Board by our sustainability team.
Consideration of climate-related risk is considered in the Group’s risk management activities overseen
by the Executive Risk Committee, in line with the process set out on page 59 of this Annual Report. The
Executive Risk Committee considers risks quarterly and reports to the Board.
In 2024, the Audit Committee considered the reporting of climate-related risks and opportunities including,
the financial year end greenhouse gas (“GHG”) and environmental data disclosures and this TCFD report.
Changes to our Net Zero Carbon targets were discussed and agreed by the Board.
More information on the Audit Committee and the Executive Risk Committee, including the frequency of their
meetings, can be found on pages 114 and 132 to 137 of this Annual Report.
66
Shaftesbury Capital PLC | 2024 Annual Report
Describe
management’s role
in assessing and
managing climate-
related risks and
opportunities
The Executive Committee has responsibility for reporting on ESC matters to the Board. During the year,
the Executive Committee was supported by the ESC Management Committee, which was chaired by
an Executive Director. The ESC Management Committee met at regular intervals and included senior
representatives from across the organisation. The ESC Management Committee was responsible for
monitoring the delivery of the Company’s ESC Strategy, review of climate-related risks and mitigating
actions, and considering progress towards our Net Zero Carbon 2040 target.
Climate-related risks are considered by the Executive Risk Committee as part of the Group’s risk
management process, based on assessments submitted by the business units and the Head of
Sustainability. This is set out in more detail on pages 59 to 65.
The sustainability team is fully integrated into the real estate investment management (“REIM”) team. Senior
management from REIM, including Executive Directors, are actively involved in the ongoing management
of climate-related risks and opportunities, in particular with regard to the efficient planning and delivery of
our carbon reduction plans, compliance with regulatory requirements and stakeholder expectations. Our
Executive Directors have ESC objectives under the annual bonus plan, including action on climate change
where applicable, as described on pages 154 and 157. All employees have a “positive impact” target as
part of their annual bonus objectives, which include climate-related targets where appropriate.
Strategy
Describe the
climate-related
risks and
opportunities the
organisation has
identified over the
short, medium and
long-term
In identifying and assessing the potential climate-related risks and opportunities that may impact the
business, the following time horizons are considered. These allow for appropriate financial planning to
execute strategies to address climate-related risks and realise opportunities.
Short-term: 0 – 3 years
Medium-term: 3 – 10 years
Long-term: 10 – 30 years
The time horizons defined are also influenced by the rolling timing of lease events. Our assets are wholly
located in a relatively small geographical area from the perspective of climate risk, and under a single
regulatory jurisdiction. This limits the scope of physical and transition risks that we face; however it may
increase our exposure to a single event.
The Group has determined that there has been no year-on-year material change in transitional risk
exposure such as UK legislation or customer behaviour. Furthermore, there has been no material change in
the portfolio. This means that transitional risk assessment undertaken in previous years remains relevant
and we have been able to focus our efforts on advancing our understanding of exposure to physical climate
change risks across the whole portfolio, as set out on page 64. Risks and opportunities identified apply to
the whole business.
Physical risk
Climate-related risks and opportunities have been identified as part of a high-level portfolio climate risk
assessment. This assessment has contributed to a broader understanding of the physical climate hazards
to which the portfolio is exposed and the risk that they may pose to assets in the present day, and in the
future, under different emission scenarios. Further detail on the methodology used is set out on page 70.
Whilst most assets in the portfolio are assessed as having low exposure to most physical climate hazards
under all emissions scenarios and time horizons, there are locations where surface water flood and drought
stress may pose a medium or higher risk before any mitigation actions are considered. Surface water
flooding is ranked as the greatest risk, with 55 assets out of 635 at potential high-risk based on location
before mitigation. River and sea flooding and storm surges are not considered to be a concern in the short
to medium term, due to the portfolio’s distance from the River Thames and protection provided by the
Thames Barrier.
The physical climate risk analysis was undertaken without the consideration of mitigation actions, in order
to better understand the underlying risk. With the application of mitigations and the purchase of suitable
insurance, we consider the risks to be well managed and the residual risk to be acceptable. We also
recognise the risks of indirect physical impacts, such as damage to the London transport network, that
would inhibit the operations of our customers and visitors.
Overall, additional analysis undertaken in 2024 supports our assertion that there is no need to consider
revising our long-term investment strategy, in terms of either building type or location, within any of the
scenarios considered.
67
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Describe the
climate-related
risks and
opportunities the
organisation has
identified over
the short, medium
and long-term
(continued)
Transition risk
Transition risk was reviewed again in 2024 using the “balanced”, “tailwinds” and “headwinds” pathways
from the “Buildings” section of the UK Sixth Carbon Budget to reflect the analysis used in 2023.
Balanced Pathway: this scenario reflects upgrading existing energy efficiency measures in all commercial
buildings; significantly scaling up the market for heat pumps as a critical technology for decarbonised space
heating; expanding the roll-out of low-carbon heat networks in heat-dense areas; and facilitating a potential
role for hydrogen in heat.
Tailwinds Scenario: A scenario characterised by high levels of behavioural change, research and
development (R&D) and implementation of low-carbon technology. The UK’s climate goals are achieved well
ahead of the 2050 target under this scenario.
Headwinds Scenario: A scenario whereby the UK still meets its 2050 Net Zero target, but initial progress is
slow; under this scenario, there is limited progress in behavioural change, energy efficiency measures and
low-carbon technology roll-out.
This desktop assessment concluded that there is no material year-on-year change to most significant
transition risks, which arise from:
i. short-term risks relating to existing and emerging regulation including on Energy Performance
Certificates (“EPC”) and enhanced disclosure requirements
ii. medium-term transition risk through customer demand for more sustainable assets faster than these
can be delivered
iii. medium- to long-term transition risk from inability to upgrade heritage buildings due to policy or
building configuration.
We recognise ongoing development in ESG reporting, both within the UK and more widely, that may require
additional resources to be applied to our disclosures, but these are not expected to be material.
We are also aware that a constraint in electrical supply in central London may become a limiting factor to the
transition to low-carbon energy in our heritage buildings. Whilst this is not currently a material risk and is not
impacting our operations, we will undertake further assessment to plan sufficient capacity as we continue the
electrification of our portfolio.
We currently estimate a capital expenditure of approximately £40-45 million to 2030 (17 per cent of current
annual capital expenditure) to achieve the energy efficiency improvement required for expected changes
to Minimum Energy Efficiency Standards (“MEES”) regulation and which also contributes to meeting our
decarbonisation targets. Our refurbishment scope already mandates a minimum (“EPC”) rating in line with
proposed MEES regulations and therefore a significant proportion of these sums are already included in our
capital expenditure budgets for business planning. While this figure remains an estimate and will continue
to be refined, it is informed by the detailed CRREM-aligned audits and our good progress to date, with c. 70
per cent of the commercial portfolio ERV now holding an EPC rating of A-B.
Our commitment to offset Scope 1 and 2 GHG emissions from 2025 has been estimated to cost less than
£40k annually. In additional, a review has been undertaken on the likely cost of offsetting to meet our Net
Zero Carbon commitments from 2040 and the Board is comfortable that it is acceptable.
Climate-related opportunities
Climate-related opportunities principally arise in the short term from:
i. improved ability to attract and retain customers in energy-efficient buildings
ii. consequent reduced energy costs and associated emissions
iii. reduced planning risk associated with a requirement to renovate poor-quality building stock to
minimise embodied carbon.
Medium-term opportunities can be realised by demonstrating the Whole Life Carbon benefit of heritage
stock and leveraging our expertise in the de-carbonisation of heritage buildings. We may seek further
planning preference for refurbishment before rebuilding to minimise embodied carbon, and our portfolio
is well positioned to take advantage of this.
The summarised risks and opportunities are set out in the table on pages 72 to 74 of this report and in our TCFD
report on our website: https://www.shaftesburycapital.com/en/responsibility/policies-and-reports.html
Strategic report | Task Force on Climate-related Financial Disclosures
68
Shaftesbury Capital PLC | 2024 Annual Report
Describe the
impact of climate-
related risks and
opportunities on
the organisation’s
businesses,
strategy and
financial planning
The impact of climate change on the whole business is considered by the Board both through our approach
to risk management and wider organisational strategic planning. Our sustainable development requirements
ensure that climate-risk-specific improvements and mitigations are scoped into our existing capital
expenditure refurbishment budget.
Detailed energy audits completed in 2023 were expanded to 40 assets during 2024 as part of our response
to the statutory Energy Savings Opportunity Scheme (“ESOS”) reporting requirement.
We are committed to long-term low-carbon investment in our assets, focusing on repurposing and
refurbishment, rather than demolition and rebuilding. This maintains the heritage nature of our destinations,
improves energy efficiency and minimises embodied carbon emissions associated with new development. It
will also reduce the potential future liability associated with carbon offsetting and provides ancillary benefits
in improved air quality. Our analysis of physical climate change risks has indicated that the portfolio has
limited exposure and, beyond a review of a relatively small number of locations identified as being higher
risk, the current approach to mitigation is sufficient.
Our investment strategy aims to continuously improve the overall energy efficiency and climate resilience
of our portfolio through our refurbishment programme. Based on current estimates we will spend
approximately 0.14 per cent of portfolio value per year on energy efficiency upgrades. This enables us
to adequately manage risks relating to proposed legislative changes such as MEES, which are material
to the evolving needs of our customers and stakeholders. On this basis we currently expect to incur
approximately £40-45 million by 2030 to achieve energy efficiency improvements required for expected
changes to MEES regulation. These sums are already included in our capital expenditure budgets and the
Group sets a minimum EPC rating of B in its commercial refurbishment programmes.
We continue to refine our estimate of the incremental costs of delivering changes required to ensure assets
are within a CRREM-aligned 1.5°C Net Zero Carbon Pathway. In 2024, we completed a detailed energy
efficiency review on 40 of our assets to determine actions required to align with CRREM decarbonisation
targets. A further exercise has been completed to extrapolate the cost across the portfolio using a range
of assumptions such as applicability of interventions on individual assets and estimated capex requirement.
These assumptions will be refined and tested in 2025 to validate the findings and embed the required
actions in our development operations, determining where costs are additional to our planned activities.
The analysis shows that our investment in asset refurbishment can lower operational costs to an extent that
may result in improved commercial terms, reduced void periods and improved investment yields as assets
meet customer and investor requirements.
We have published an updated Net Zero Carbon Pathway, which sets out how we will deliver on our Net
Zero Carbon commitment by 2040, ahead of the UK national targets. Our commitment includes “near-term”
2030 targets and “long-term” 2040 targets that have been validated by the SBTi. To date, we have reported
a reduction of in-scope carbon emissions by 50 per cent against our 2019 baseline, which aligns with a
1.5°C trajectory. We define Net Zero Carbon as being when there is a balance between the amount of GHG
emissions produced and the amount removed from the atmosphere. In line with SBTi, our definition of Net
Zero Carbon also requires that a minimum carbon reduction of 90 per cent from our baseline year has been
achieved before residual carbon can be offset.
In our supply chain, we continue to prioritise partners and products which demonstrate high ethical and
environmental standards. Our design scope prioritises climate resilience and adaptation. We continue to
work with industry bodies and technology partners to trial technologies which support our goals.
69
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Task Force on Climate-related Financial Disclosures
Describe the
resilience of the
organisation’s
strategy, taking
into consideration
different climate-
related scenarios,
including a
2°C or lower
scenario
We are committed to investing for the long term in the West End of London, continually improving our
portfolio to deliver energy-efficient and resilient buildings. We do not expect that the climate-related issues
identified will necessitate a material change to our strategy, either asset classes or geographical location,
in at least the medium term. We consider our mitigation actions to be effective and that the business is
sufficiently resilient to the impacts of climate change that have been identified.
Our qualitative and quantitative scenario analysis, as set out in the Risk Management section, allows us
to identify the core areas for focused action to reduce emissions and enhance the long-term resilience of
the portfolio. We will continue to review and update the scenario analysis as appropriate, using a range of
climate scenarios.
The careful consideration of investments, ongoing improvement of our assets and the Net Zero Carbon
target will protect our long-term strategy from significant climate risk. Setting an ambitious net zero
carbon target aligned with a 1.5-degree pathway reduces the risk that we will need make our targets more
ambitious. We have clearly set out the level of decarbonisation required by 2030 and 2040, so the business
can make long-term decisions and stakeholders are aware of our commitments.
In addition to the scenario analysis described above, Shaftesbury Capital completed CRREM-aligned
detailed Net Zero energy audits during 2024. The findings identified both interventions and estimated
related costs which are being considered by the business. Some of these interventions can be implemented
with our customers in situ. Others would need to be undertaken when properties are vacant. Our detailed
energy audits undertaken to date will help refine our estimate of costs and related operational and carbon
savings associated with our refurbishment programmes.
Risk management
Describe the
organisation’s
processes for
identifying and
assessing climate-
related risk
Our process of identifying and assessing climate-related risks uses the same methodology as all business
risks and is incorporated into the Group’s principal risks. The portfolio physical climate risk assessment
has considered how risk changes against strategic time horizons to facilitate effective risk management,
informing the implementation of strategies to manage climate-related risks and capitalise on opportunities.
Detail can also be found on the whether the risk is increasing, decreasing or stable, which is a useful
mechanism for risk prioritisation.
Climate-related risk has been identified as a principal risk. To assess the relative significance of the principal
risks (which are detailed on pages 59 to 64 of this Annual Report), each has been assigned a likelihood and
impact score from which a risk ranking is allocated. More information about the process for assessing the
size and scope of risks can be found on page 60 of our Annual Report.
Climate-related physical risks have been identified using the "Climate X" data projection platform Spectra.
Risk ratings have been determined for relevant physical climate hazards by combining likelihood and
severity scores. The risk assessment has considered how risk changes against strategic time horizons, to
facilitate effective risk management. Assets that have been identified as higher risk will be subject to a more
detailed review in 2025 to determine if any further mitigation actions are required.
Our transition risk analysis drew on a third-party review of the market. This project was initially undertaken
in 2021 and has been updated in 2024.
In all our analysis, we have used three climate change scenarios representing low, medium and high
emissions (RCP 2.6, RCP 4.5 and RCP 8.5) to understand the range of potential climate outcomes, aiding
in comprehensive risk understanding and strategic planning. This approach addresses compliance with
regulatory and stakeholder recommendations, informs investment and resource allocation and enhances
resilience. We assume that these scenarios will not be exceeded across the timelines identified.
Please see pages 59 to 64 for further information on risk management and our principal risks
70
Shaftesbury Capital PLC | 2024 Annual Report
Describe the
organisation’s
processes for
managing climate-
related risk
We have an Executive Risk Committee, comprising the Executive Directors, members of the Executive
Committee, General Counsel, Group Financial Controller, Director of Transformation and Technology,
Head of Health and Safety, and Head of Sustainability. This is the executive-level management forum for the
review and discussion of risks, controls and mitigation measures. Senior management from each business
function identify and manage risks for their division and complete and maintain a risk register. Climate-
related risks and opportunities are presented to the Board.
Physical risks are managed and mitigated through our ongoing programme to improve the energy efficiency
of our buildings and our investment in increasing green space across our portfolio.
We have comprehensive SBTi-validated near-term and long-term targets for Scope 1, 2 and 3 emissions,
which will be the foundation of our carbon emissions reduction strategy as we progress towards a Net Zero
Carbon position by 2040.
Principal risks have been mapped to the most relevant strategic priority, which can be found on pages 61 to 65.
Describe how
processes for
identifying,
assessing and
managing climate-
related risks are
integrated into
the organisation’s
overall risk
management
The Board has overall responsibility for the Group’s risk management, determining risk appetite and reviewing
principal risks and uncertainties regularly, together with the actions taken to mitigate them. Awareness of
climate-related risks is integrated into the organisation via a programme of employee engagement and training.
For certain areas of responsibility, specific job-related individual training is delivered, for example relating to
matters such as EPCs, gathering of data and embodied carbon calculations.
The Head of Sustainability is a member of the Executive Risk Committee and is responsible for highlighting
climate risks in the context of wider business risk discussions.
The Executive Risk Committee meets quarterly and reviews significant risks to the business, operational and
financial, including sustainability-related risks. A risk report is produced by the Executive Risk Committee
and is submitted to the Board. Principal risks are disclosed in the interim results and Annual Report.
Metrics and targets
Disclose the
metrics used by
the organisation
to assess climate-
related risks and
opportunities
in line with its
strategy and risk
management
process
Key metrics used to assess climate-related risk and progress against our Net Zero Carbon targets are set
out in the summary Risks and Opportunities table on pages 72 to 74. Performance against our key climate-
related metrics is set out on pages 93 to 95.
Describe the
targets used by
the organisation
to manage climate-
related risks and
opportunities
and performance
against targets
Please refer to the summary table on pages 72 to 74 and to our TCFD report on our website: https://www.
shaftesburycapital.com/en/responsibility/policies-and-reports.html. Performance against our key climate-
related metrics is set out on pages 93 to 95.
Disclose Scope 1,
Scope 2, and, if
appropriate, Scope
3 greenhouse
gas (“GHG”)
emissions, and the
related risks
A detailed breakdown of Scope 1, Scope 2 and Scope 3 GHG emissions is disclosed on page 94 of this
Annual Report, and the methodology for the calculations can be found on page 234. In line with Streamlined
Energy and Carbon Reporting (“SECR”) requirements, energy use and an intensity metric are disclosed on
page 95.
71
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Risks summary
Risk type
Risk description
Timeline
Impact on business strategy & financial planning
Physical
Chronic long-term climate change, flood
risk and extreme weather including:
― hotter summers leading to higher costs to
maintain indoor temperatures
― localised flooding and storm damage, and time
associated with building design and retrofit for
increased rainfall resilience
― disruption to local energy and transport
network from extreme weather, in particular
combining a flood with a possible failure of the
Thames Barrier
Medium-term
Long-term
― inclusion of mitigations in our refurbishment scope.
These are included at design stage and consequently
do not result in material additional capital
expenditure requirements
― these requirements are supported by the planning
framework in central London where we operate, which
generally requires that these risks are considered.
Therefore, the incremental costs above planning
considerations are modest
― sufficient insurance for potential climate events
― we will formally update our asset exposure to physical
climate risk at least every two years based on latest
science-based scenarios and modelling. The costs
of this exercise are modest and are incurred through
administration costs
Transition
Policy risk from emerging regulation:
― enhanced GHG emissions reporting
― evolving real-estate-specific regulations,
such as Minimum Energy Efficiency
Standards (“MEES”)
― potential conflict between heritage
requirements and energy efficiency
― improvement beyond MEES requirements
― potential impact of nature-related regulation
including the Environment Act requirements
on biodiversity net gain and the Task Force
on Nature-related Financial Disclosures
Short-term
Medium-term
― failure to meet greenhouse gas (“GHG”) requirements
results in increased cost or longer void periods
― unexpected new regulation results in longer planning
or refurbishment periods
― increased costs to analyse and meet new requirements
― inability to meet nature-related requirements results in
financial or reputational loss
Transition
Market risk of changes
in market trends:
― customers seeking assets with greater
sustainability credentials, which may reduce
revenues if requirements cannot be met
― less sustainable buildings may not meet debt
or equity market requirements, resulting in
reduced access to capital
Medium-term
― failure to meet market expectations would result in
loss of asset values, rental income, and prolonged
void periods. Therefore, impact on financial planning
is to include as standard in our refurbishment scopes
appropriate sustainability, energy efficiency and other
credentials including BREEAM where appropriate.
― no yield adjustments are currently included in our
business planning, but our viability assessment
includes the impact of potential yield movements
howsoever caused
Transition
Asset-specific risk:
― evolving risk in relation to the potential
conflict between heritage buildings and
energy efficiency
― heritage restrictions impede energy efficiency
measures resulting in market risks as above
― adoption of fossil fuel removal and
technologies is constrained by electrical
supply capacity to our buildings
― relative higher cost of electricity to gas
impacts on occupier profitability and
impacts rent
Medium-term
Long-term
― consideration of technology appropriate to
heritage buildings
― drive behavioural change to use buildings as
designed and maximise benefits
― consideration of electricity capacity and
potential constraints
― CRREM-aligned Net Zero energy audits undertaken
on a representative sample of buildings across the
portfolio, to inform appropriate interventions and
assess cost
1. Shaftesbury Capital has set metrics against all risks and opportunities. For some of these, targets are being refined, and we will disclose these in due course
Strategic report | Task Force on Climate-related Financial Disclosures
72
Shaftesbury Capital PLC | 2024 Annual Report
Mitigation
Metrics & Targets1
― scenario analysis indicates higher risk of flash flooding to some
assets and medium exposure to drought and heat stress
― assets are not located in coastal or fluvial flood risk areas, so risk
limited to flash flooding
― refurbishment scope considers the following to mitigate risk and
enhance future asset resilience:
― reduced water demand and efficiency measures
― design measures to prevent overheating
― incorporation of sustainable urban drainage features
― inclusion of these actions into our adaptation activities in our
combined Net Zero Carbon Pathway
― continued reduction in GHG intensity from building energy use
― reduce absolute water use through efficiency and harvesting by
5 per cent per annum
― Scope 1 and 2 emissions reduction target (60 per cent by 2030,
from a 2019 base year with interim intensity targets)
― Scope 3 emissions reduction target (50 per cent by 2030, from
a 2019 base year with interim intensity targets)
― removal of all gas boilers (under our control) by 2030
― 100 per cent renewable energy procurement
― long-term 2040 SBTi-validated Net Zero Carbon target
― proactive approach to EPC and MEES management
― detailed existing GHG reporting which goes beyond current statutory
requirements, including all Scope 3
― CRREM-aligned detailed energy assessments exercise completed
on 40 assets
― committed programme to enhance data collection with timelines
included in our Net Zero Carbon Pathway
― regular review and internal reporting of upcoming climate regulation,
and updates from professional advisers
― SBTi approval of our carbon reduction targets
― continued reporting of asset EPC performance with detailed EPC
targets by ERV in our Net Zero Carbon Pathway (2030: commercial
100 per cent B or above and residential 100 per cent C or above)
― roll out of smart landlord utility meters
― enhanced data coverage and accuracy targets and accelerated
timeline as set out in our Net Zero Carbon Pathway
― monitoring and reporting of biodiversity coverage
― regular formal review of regulatory requirements and internal
reporting at least annually
― regular monitoring of industry research
― use of internally developed sustainable development tool to
ensure that each refurbishment maximises its ability to achieve
sustainability credentials
― continued budget allocation to research and innovation
― reporting of proportion of buildings by area with sustainability credentials
― aim to achieve BREEAM rating on all relevant refurbishments
― participation in appropriate industry research and lobbying
on the balance between heritage and energy efficiency
― research and inclusion of scalable heritage-appropriate energy
efficiency measures in our internal refurbishment requirements
― inclusion of heritage and listed buildings in our detailed CRREM
exercise to determine costs and returns and understand related
planning risk
― tracking of EPC and asset performance includes listed status,
and listed units are not scoped out of 2030 EPC targets
― proportion of gas (fossil fuel) boilers in both our and our customer
demise is tracked
73
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Task Force on Climate-related Financial Disclosures
Opportunities summary
Opportunity
type
Opportunity
description
Timeline
Impact on business strategy
& financial planning
Actions to leverage
opportunity
Metrics and
targets1
Transition
Revenue:
― sustainability-certified and
energy-efficiency-enhanced
buildings lead to better
rents and capital values
Short-
term
― potential to reduce budget
void periods and improve
investment yields for assets
with higher energy efficiency
and sustainability credentials.
Note that this is not yet applied
in forward business planning
― continue to increase
EPC ratings and
building certification
coverage
― track and evidence
rent, incentive
package and void
differences across
central London
to support any
changes in pricing,
and incorporate
into budgets and
forecasting as
trends emerge
― provide evidence
to valuers
― percentage of
projects (major
refurbishments)
achieving
certification
Physical /
Transition
Market/Technology:
― lower energy costs and
emissions from more
energy-efficient buildings
through existing and
new technology
― reduced emissions and low
embodied and operational
carbon increase portfolio
attractiveness to customers
― improved technology
enables use of on-site
energy generation, and
freeing up constrained
electrical grid capacity
Short-
term
― demonstration of lower
embodied carbon, operational
energy use and costs in the
leasing market allows increased
competitive tension in
leasing process for
prospective customers
― self-generated renewable
energy and increased
energy efficiency help create
headroom when modelling
estate electricity requirements
― regular market
review of available
low-energy
climate tech
― pilots of new
technology and
processes to ensure
scalable, and
inclusion in standard
refurbishment
scopes where
applicable
― estate-wide review
of renewable
energy generation
capability to identify
opportunities that
free grid capacity
― proportion of
self-generated
renewable power
Transition
Reputational:
― demonstrate Whole
Life Carbon benefit of
heritage stock and lead
in energy performance
of heritage buildings
― increased recognition
of carbon benefit
of retention and
refurbishment increases
value and attractiveness
of our assets to customers,
purchasers and investors
― low exposure to risk
that planning preference
for retrofit does not
allow demolition of
poor-quality assets
Medium-
term
― internal and external
communication strategy
to demonstrate the
Whole Life Carbon benefits
of heritage buildings
― Whole Life Carbon
assessments on relevant
projects are undertaken
on all refurbishment projects
of sufficient scale
― engage with heritage
organisations, local authorities
and industry bodies to
champion the Whole Life
Carbon benefits of energy-
efficient heritage buildings
― Whole Life Carbon
assessments
― internal and
external
communications
including
stakeholder
engagement across
customers, local
authorities and
investors
― identification
of acquisition
opportunities
which may offer
enhanced returns
based on our ability
to complete low-
cost, low-carbon
refurbishments
― proportion of
Whole Life Carbon
assessments
undertaken
― ability to accurately
benchmark and
forecast Whole Life
Carbon for smaller
projects
― increase
engagement with
industry and
heritage bodies
1. Shaftesbury Capital has set metrics against all risks and opportunities. For some of these, targets are being refined, and we will disclose these in due course
74
Shaftesbury Capital PLC | 2024 Annual Report
Viability statement
The Directors have assessed the viability of the Group over the
three-year period to December 2027. The viability assessment
takes into account the Group’s current position and business
plan projections, group financial forecasts and the potential
impact of the principal risks set out on pages 59 to 65.
Whilst the Board monitors prospects over a longer period in the
execution of the Group’s strategy, the primary focus within the
business planning process is on the first three years, therefore
the Directors have determined that this remains an appropriate
period over which to provide the viability statement.
The Directors confirm that they have no reason to expect a
material change in the Group’s viability immediately following
the end of the three-year assessment period.
Assessment
In making the assessment, the Directors have taken account
of the Group’s resilient financial position, access to substantial
liquidity, the Group’s ability to raise new finance, and the low
level of capital commitments together with the flexibility of
future expenditure.
The West End occupational market continues to be strong, with
excellent levels of leasing activity, low vacancy and continued
customer sales growth. There is strong leasing demand across
all uses, delivering rental income and valuation growth.
While geopolitical risk remains elevated and there is
macroeconomic volatility, the West End and the Group’s
unique portfolio of prime investments have demonstrated
remarkable resilience. The Group maintains a strong balance
sheet with a focus on resilience, flexibility and efficiency. There
is significant headroom against debt covenants and access to
significant liquidity.
As at 31 December 2024, the Group had net debt of £1.4
billion, an EPRA LTV ratio of 27 per cent and Group interest
cover of 2.9 times. The Group is projected to have sufficient
cash reserves and undrawn facilities to meet debt maturities
during the viability period. Drawn debt is at fixed rates or
currently has interest rate protection in place. Interest rate
hedging is in place which caps SONIA exposure at 3.0 per cent
on £250 million of notional value to December 2025. Further
hedging arrangements will be put in place as appropriate.
The business plan considers the Group’s profits, cash flows,
capital commitments, financial resources, funding requirements,
debt covenants and other key financial risks. All of the Group’s
risks could have an impact on viability. Climate change is
considered by the Directors to be an urgent issue and investment
will be required to enhance the environmental performance,
meet our 2030 carbon reduction targets and achieve Net Zero
Carbon by 2040, but the costs anticipated within the viability
period are not expected to be significant. The impact of climate
change risks within the viability assessment period is expected
to be limited. Interruptions to trade from severe weather events
are possible but would likely be consistent with the impact
considered in the downside assumptions.
The Directors consider the key principal risks that could impact
the viability of the Group to be:
― Portfolio;
― Political and economic;
― Operational resilience; and
― Leasing and asset management.
The Directors placed particular emphasis on those risks which
could result in reduced income and valuations or a shortfall
in liquidity. Sensitivity analysis was carried out which involved
flexing a number of downside assumptions to consider
alternative macroeconomic conditions and the impact of
these principal risks both individually and in combination.
Downside scenario
The Directors have assessed the impact of a potential
downside scenario which reflects an economic downturn
and incorporates the following assumptions:
― A reduction in forecast net rental income of approximately
20 per cent over the three year period;
― Elevated SONIA rates in excess of current market
expectations during the three-year period; and
― A decline in property valuations of approximately 20 per
cent compared to the 31 December 2024 valuation with
outward yield movement of a further 100 basis points.
75
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Viability statement
Liquidity
As at 31 December 2024, the Group has cash of £110 million
and undrawn facilities of £450 million. The Group’s debt
matures between March 2026 and 2037. Debt maturities during
the viability assessment period:
― £162.5 million of private placement loan notes and
£275 million exchangeable bond mature in 2026 and
are assumed to be refinanced at terms reflecting current
market conditions.
― £50 million of private placement loan notes mature in 2027
and are assumed to be refinanced at terms reflecting current
market conditions.
― The £350 million unsecured loan facility matures in 2027
and has a one-year extension option available subject to
lender consent.
Whilst the Board considers that financing risk is an important
factor in assessing the viability of the Group, it has assumed
that, even in the Directors’ downside scenario, replacement
funding could be put in place for debt maturities as
demonstrated through the recent refinancing activity.
Covenant compliance
The downside scenario was carried out to evaluate the potential
impact of certain principal risks materialising, in particular to
stress test the Group’s financing covenants. Under the downside
scenario, the Group is expected to remain in compliance with
the loan-to-value and interest cover covenants of its individual
financing arrangements.
In addition to considering a downside scenario, reverse stress
testing has also been undertaken by the Directors, which
indicates that the Group could withstand a decrease of 45 per
cent in income and valuations before reaching the limit on its
debt financial covenants.
Conclusion
Based on this assessment, the Directors have a reasonable
expectation that the Group will be able to continue in operation
and meet its liabilities as they fall due over the viability period
to December 2027.
76
Shaftesbury Capital PLC | 2024 Annual Report
Non-financial and sustainability information statement
As Shaftesbury Capital has fewer than 500 employees, it is not required to comply with the Non-Financial Reporting requirements
contained within the Companies Act 2006. However, due to our commitment to promoting transparency in reporting and business
practices, further information is provided in the table below on a voluntary basis, to help stakeholders understand our position on
key non-financial and sustainability matters.
You can find some of these policies on our website: https://www.shaftesburycapital.com
Topics
Key policies and standards1,2
Additional information
Environmental
matters
– Sustainability Policy
– Environment, Sustainability and Community (“ESC”) Strategy
– Net Zero Carbon Pathway
– Procurement and Supplier Management Policy
– Supplier Code of Conduct
– EPRA Sustainability Best Practice Reporting Recommendations
Data Report
For more on sustainability and environmental matters: see pages
78 to 96.
For more on greenhouse gas emissions: see pages 93 to 95 and
page 225.
Responsibility section of our website:
https://www.shaftesburycapital.com/en/responsibility.html
Climate-related
financial
disclosures
– Task Force on Climate-related Financial Disclosures
For more on action on climate change: see pages 66 to 74
and 93 to 95
Responsibility section of our website:
https://www.shaftesburycapital.com/en/responsibility.html
Employees
– Our purpose-led strategy and business model
– People Policy
– Anti-Harassment and Bullying Policy
– Directors’ Remuneration Policy
– Health and Safety Policy Statement
– Business Code of Practice
– Board Diversity and Inclusion Policy
– Equal Opportunities and Diversity Policy
– Neurodiversity Policy
– Trans Inclusion Policy
For more on people and culture: see pages 100 and 101.
For more on diversity: see pages 129 and 130.
For more on remuneration: see pages 138 to 140.
People section of our website:
https://www.shaftesburycapital.com/en/responsibility/people.html
How we behave section of our website:
https://www.shaftesburycapital.com/en/about-us/corporate-
governance/how-we-behave.html
Human rights
– Sustainability Policy
– Modern Slavery and Human Trafficking Statement
– Business Code of Practice
For more on modern slavery: see pages 90, 116 and 122.
For more on how we behave: see page 122.
Modern Slavery and Human Trafficking Statement on our website:
https://www.shaftesburycapital.com/en/index.html
Responsibility section of our website:
https://www.shaftesburycapital.com/en/responsibility.html
Social matters
– ESC Strategy
– Sustainability Policy
For more on stakeholder engagement: see pages 44 to 49.
For more on our ESC Strategy: see pages 80 to 81 and pages
88 to 90.
For more on our community: see pages 97 to 99.
Responsibility section of our website:
https://www.shaftesburycapital.com/en/responsibility.html
Community section of our website:
https://www.shaftesburycapital.com/en/responsibility/community.html
Anti-bribery
and corruption
– Financial Crime Policy
– Whistleblowing Policy
– Tax Strategy
– Business Code of Practice
– Conflicts of Interest Policy
– Expenses Policy
– Anti-money Laundering Policy
– Gifts and Hospitality Policy
– Procurement and Supplier Management Policy
– Supplier Code of Conduct
– Share Dealing Policy
For more on how we behave: see page 122.
For more on conflicts of interests: see page 122.
For our Audit Committee report: see pages 132 to 137.
How we behave section of our website:
https://www.shaftesburycapital.com/en/about-us/corporate-
governance/how-we-behave.html
Modern Slavery and Human Trafficking Statement on our website:
https://www.shaftesburycapital.com/en/index.html
Business model
For more on our purpose-led strategy: see page 16.
For more on our business model: see page 17.
Principal
risks and
uncertainties
For more on our principal risks and uncertainties: see pages
61 to 65.
For our viability statement: see pages 75 and 76.
Non-financial
key performance
indicators
For more on non-financial key performance indicators: see
page 21.
1. Policies and further information can be found on the website: https://www.shaftesburycapital.com.
2. Certain policies and internal guidelines are not published externally.
77
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Sustainability
78
Shaftesbury Capital PLC | 2024 Annual Report
79
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Our environment, sustainability and
community approach and strategy
Our aim is to be considered the destination of choice for sustainability-focused
customers, suppliers and partners in the West End.
At Shaftesbury Capital sustainability is central to our values
and we are committed to investing for the long-term. We take
a responsible and forward-looking approach, operating in
an environmentally and socially sustainable manner, to meet
the changing needs of our stakeholders. We continue to work
towards our aim to be recognised as a leader in the sustainable
development of heritage buildings.
Our Environment, Sustainability and Community (“ESC”)
Strategy is fundamental to our business, delivering value for
stakeholders through our long-term approach and responsible
stewardship of our destinations.
Our approach is built on the principle of extending the useful
life of our heritage buildings through refurbishment, rather than
demolition and redevelopment. This ongoing reconfiguration
and repurposing of our spaces protects the unique heritage
of our portfolio whilst improving energy efficiency. In meeting
the evolving needs of our customers, we will expect to see a
positive impact on demand, long-term value and resilience to
the impacts of climate change.
During 2024 we reviewed and focused our strategy on the
areas that are most material to our business and where we
can have the most positive impact. We have identified the
UN Sustainable Development Goals (“SDGs”) that are most
applicable and mapped these against our strategy.
We have reset our comprehensive Net Zero Carbon target to
2040 to align with the Science Based Targets initiative (“SBTi”)
long-term carbon reduction requirements. These targets have
been validated by the SBTi and will be achieved through our
carbon-efficient “retrofit first” re-use and management of
heritage buildings. Recognising that our heritage buildings are
a significant long-term store of carbon, we focus on minimising
embodied carbon emissions associated with repurposing and
refurbishment of buildings through the retention and re-use of
structures, façades and materials. Our Net Zero Carbon targets
and emission reduction progress is explained in more detail on
page 93 to 95.
We continue to embed sustainability within our business, to
make improvements to the energy efficiency of our buildings,
improve the quality of our data and clearly communicate with
stakeholders. Sustainability has been fully integrated into real
estate investment management (“REIM”) and our dedicated
Head of Sustainability reports to the Executive Director
responsible for operations. We have focused on improving our
environmental data quality, achieving a 67 per cent coverage
of landlord smart utility meters and a 57 per cent coverage by
area of actual data for tenant energy consumption.
A three-year community strategy has been set to maximise our
positive impact and formalise a comprehensive methodology
for measuring outcomes. Following a detailed review, our
primary strategic focus will be supporting local employment,
the area identified as most relevant to our local communities
and where, through partnerships and collaboration, we have
an opportunity to create the most value. This is set out in more
detail in the Community Investment report on pages 97 to 99.
Progress made against our strategy is set out on page 88.
Strategic report
80
SDGs
SDGs
SDGs
How we deliver
Low-carbon “retrofit first” reuse
of our heritage buildings
Implement energy-efficient
retrofit and encourage low-
carbon behaviours
Integrate new technologies and
make “data led” decisions
Be a leader in the sustainable
development of heritage
buildings; sustainably adding
value and delivering a Net Zero
Carbon portfolio by 2040
Behave as a good neighbour
and support our local community:
creating sustainable and
healthy places
Support our people by promoting
diversity, talent development and
creativity across our team
How we deliver
Consider future climate
scenarios in the design of our
buildings and places
Focus on issues that impact our
local community
Increase biodiversity and create
healthier places
How we deliver
Promote an equitable and diverse
culture across our business
Provide personal and career
development
Maintain a positive health
and safety culture throughout
the Company
Emissions reduction
8%
Reduction in year-on-year reported
Scope 1 and 2 emissions
Community investment
£0.9m
Value of community investment
Employee engagement
82%
Engagement rate in our 2024 survey
Read more on pages 91 to 95
Read more on pages 96 to 99
Read more on page 100 to 103
Buildings
Places
People
Our values
Innovation
Effective governance
Underpinned by:
ESC strategy
Our strategy aims to sustainably add value to our buildings
and tackle climate change whilst supporting local communities
and our people.
81
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report
Our ESC governance structure
Board and Audit Committee
The Board retains oversight of sustainability, including consideration of climate-related risks
and opportunities and implementation of the Group’s Sustainability Strategy and Net Zero Carbon Pathway.
The Audit Committee reviews our TCFD and SECR disclosures.
Management
We have a dedicated Head of Sustainability who reports to the Executive Director responsible
for operations, alongside the Head of Property Management and Head of Project Management who play
an active role in the delivery of our Sustainability Strategy. Sustainability activities are supported by the
Head of HR and our Health & Safety Committee.
Sustainability governance
Sustainability is at the heart of our values, and we are committed to delivering the change that is required to achieve our
sustainability aspirations. The Board has oversight of sustainability, with Ian Hawksworth as Chief Executive, having overall
responsibility. Day-to-day review of sustainability is undertaken by members of the Executive Committee and the senior
management team, with regular reporting to the Board. In 2024, we decided that sustainability and Net Zero Carbon should
be a matter for consideration by the whole Board, and the ESC Board Committee was dissolved.
Executive Risk
Committee
Considers sustainability-
related risk, in particular
climate change risk.
ESC Management
Committee
Considers sustainability
policies, targets
and progress by senior
management. Reports via the
Executive Committee.
Community
Investment Forum
Considers our community
investment, in particular
applications to our community
investment fund. Reports via
the Executive Committee.
82
Shaftesbury Capital PLC | 2024 Annual Report
83
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report
Our ESC approach in action
1. Implementing sustainability
on Floral Street
The Floral, our latest refurbishment on Floral Street,
is a showcase for the way in which we apply our
sustainability aspiration on major projects. Nearing
completion, The Floral will be certified BREEAM
Outstanding and WELL Platinum, demonstrating our
ability to achieve sustainability and wellness best
practice in our refurbishment schemes. With our
focus on minimising embodied carbon, we retained
window frames and refurbished the existing raised
access floor. Gas has been removed from the
building, replaced by an electric air sourced heat
pump and supplemented with photovoltaic panels
to the roof. Our ongoing commitment to increasing
biodiversity is incorporated with a 112m2 biodiverse
green wall.
2. Detailed energy audits
A detailed energy efficiency study has taken
place on 40 of our assets, selected due to high
energy usage but also to be a representative
sample of the portfolio. Findings from the 40
assessments have then been used to assess
performance against CRREM decarbonisation
trajectories and identify typical actions that
will be required to reduce carbon emissions.
During 2025, we will integrate the learning
from our CRREM analysis into individual asset
improvement plans.
Buildings
Places
84
3. Our fitted office
concept – circular
economy in action
Our fitted office concept not only provides
great fitted space but applies fundamental
principles of longevity and circular economy
to reflect our sustainability aspirations,
enabling high-quality fit-outs to be used by
multiple tenants. At 22 Ganton Street we
have retained the plant and windows to
minimise embodied carbon whilst refreshing
the space to meet the requirements of
future occupiers.
5. Waste
Waste management partner Veolia expanded its night-time
recycling service to include food waste collection from our
restaurants, bars, pubs, and hotels. The collected food waste is
transported to an anaerobic digester in Hertfordshire, where it
is converted into biogas and biofertiliser. Veolia, in partnership
with Westminster City Council, also introduced a fleet of over
60 new and upcycled electric vehicles for street cleansing and
waste collection in the West End. This transition to electric
vehicles and a reduction in the number of vehicle movements by
approximately 20 per cent has led to an 89 per cent reduction in
CO2 emissions compared to a diesel fleet, while also improving
air quality and reducing noise pollution in the area.
4. Electrification of cooking workshop
With 394 F&B outlets, moving to electric cooking where
practical will be an important step in reducing carbon emissions.
Technology is improving but we also need to support restaurants
to make the change. In February 2025 we hosted a round-table
in conjunction with one of our leading restaurant groups “Chew
on This” together with the “Global Cooksafe Coalition” to share
their experiences and discuss opportunities and barriers for
electrification. Participants reflected an enthusiasm for the
electrification of cooking but noted concerns about electrical
supply and upfront cost of equipment.
Buildings
Places
85
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Our ESC approach in action
6. Chemical free cleaning
This year a chemical-free cleaning system was
rolled out across the portfolio. The system works
by injecting high-voltage oxygen into mains
water, to produce a powerful oxidising agent
that kills viruses, bacteria, and other microbes
and contaminants. The product is non-toxic,
biodegradable and stronger than bleach. The use
of chemical-free cleaning has resulted in up to a
100 per cent reduction in the use of chemicals and
disposal of single-use plastics and contaminants.
7. Youth employability
programme
In 2024, we continued to support Mastering
My Future, an employability programme that
empowers young people through workshops,
mentoring, and connections with professionals.
The programme is designed to raise awareness
of local opportunities available and help young
people build the confidence and self-esteem to
communicate effectively. In partnership with 2-3
Degrees, a Westminster-based social enterprise,
our employees and supply chain partners
volunteered at several events throughout the
year, supporting 48 young people. Volunteers
took on roles as panellists, providing valuable
insights into their own education and career
journeys and jointly co-facilitating a LinkedIn
workshop. This supported young people to
develop vital networking skills and leverage
opportunities through LinkedIn, with 100 per
cent of participants commenting they had learnt
new ways to use the platform effectively.
Buildings
Places
86
8. Fair Shot Café
Located within Covent Garden, Fair Shot Café supports young adults aged 18-25 with a learning
disability into employment through an 11-month structured hospitality training programme. With 95
per cent of adults in the UK with a learning disability unemployed, Fair Shot Café’s work addresses
this significant issue.
During the course participants attend college and work within the café for part of the week,
undertaking a range of duties including engaging with customers, to gain real-life experience.
Trainees develop transferable skills, such as effective communication and workplace health and
safety, in preparation for entering employment upon completion of the course. Fair Shot Café
partners with local businesses to create sustainable employment opportunities for their graduates,
providing solutions and workplace support as needed. Our financial support enabled seven trainees
to complete the hospitality training programme in 2024, with five securing employment.
Through partnership with Square Mile Farms, during the year we were able to donate 376 portions
of salad produce and herbs to Fair Shot Café. This produce is grown year-round in farmstands –
vertical hydroponic growing systems – located in the reception area of a local Shaftesbury Capital-
owned office building. Once harvested, the produce is delivered to Fair Shot Café and used in the
food served at the café.
People
87
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report
Our ESC progress in 2024
During the year we have made significant progress in the delivery of our ESC Strategy, achieving ongoing improvements to the
energy efficiency of our portfolio and continuing to support our local communities. We reset our Net Zero Carbon commitment to
2040 to reflect the SBTi requirement to achieve a 90 per cent reduction before offsetting residual emissions. We are pleased to have
received formal validation from the SBTi in January 2025. Our targets are set out on page 93.
We continued to evolve our strategy in 2024, strengthening the areas where we can have the greatest impact on our organisation,
community and environment. Throughout the year, our focus remained on embedding sustainability across our operations, providing
training and establishing the governance structure required to efficiently implement our strategy.
We have made progress against the actions for 2024 set out in the 2023 Annual Report.
Further detail and commentary on our performance is included in our 2024 EPRA sustainability data report which will be published
in April 2025.
2024 actions
Update
Integrate sustainability into the real estate investment
management team
Significant progress made to embed sustainability in job
roles across the organisation. All employees have an ESC
metric in their annual targets. See pages 154 and 157 for
more information
Reduce our reported energy Scope 1 and 2 consumption
by 5 per cent
8.0 per cent reduction in Scope 1 and 2 energy achieved
compared to previous reporting year
Update our Net Zero Carbon Pathway and seek revalidation
from the Science Based Targets initiative (SBTi) for our
decarbonisation targets
Net Zero Carbon Pathway updated to include a long-
term target. Our near- and long-term targets have been
validated by the SBTi. See page 93
Complete CRREM energy efficiency audits on a sample of
our portfolio and use the results to build estate-wide plans
Completed 40 detailed energy assessments in line
with CRREM, improving our understanding of the most
impactful carbon reduction interventions. See page 94
Improve communications with our customers to promote
low-carbon behaviours and reduce energy consumption
in our customer’s demises
Updated our green leases, established communication
on key issues such as electrification and undertook a
customer survey. See page 89
Increase our EPC commercial A-B coverage by at least
10 per cent from the current 56 per cent, increasing our
A-C coverage across commercial and residential from
80 per cent to 85 per cent and striving to go further
Commercial EPC A-B coverage has increased to 69.5 per
cent and A-C coverage for commercial and residential to
87.6 per cent, by ERV
Reduce our water consumption by 3 per cent
14.0 per cent reduction in water consumption compared
to previous reporting year
Promote the continued electrification of buildings
An infrastructure review has been completed to consider
electrical capacity across the portfolio. An event to
promote electric cooking was held in February 2025.
See page 85. In addition, a cost plan for the removal
of gas boilers has been undertaken to inform our
electrification strategy
Undertake further materiality analysis specific to our
focus areas
A detailed review of our community investment was
undertaken to develop the new strategy set out on
page 97. An updated ESC Strategy, reflecting material
sustainability issues, was approved by the Board
Continue to improve our understanding of climate change risk
to the business
A physical climate risk assessment was completed,
supporting our analysis that our portfolio has limited
exposure. An update to our risks assessment is set
out in the TCFD report on pages 66 to 74
Investigate opportunities relating to sustainability-linked
financing
A sustainability-linked loan framework is being
progressed with KPIs linked to our science-based targets
target met
target ongoing
88
Shaftesbury Capital PLC | 2024 Annual Report
In addition to the actions set out last year, we have also achieved:
― increased coverage of Scope 3 reporting utilising automatic
data scraping to achieve 57 per cent coverage of actual
energy use data from tenants, by area
― 53 per cent of all refurbishment projects reporting embodied
carbon, by spend
― 3.8 per cent reduction in Scope 3 emissions as set out on
page 94
― 67 per cent of landlord utility supplies now on smart meters,
an increase from 19 per cent in 2023, with the remainder
instructed for installation
― 100 per cent diversion of operational waste from landfill
― 30 per cent recycling rate for operational waste, excluding
food waste
― community investment to a value of £0.9 million
(cash, time and in-kind donations)
― 520 hours of employee volunteering undertaken in
Company time
― 16.2 per cent of the portfolio has BREEAM certification
by area
Embedding sustainability in our
operations
Implementing our ESC Strategy and realising opportunities to
improve the energy efficiency of our assets is dependent on
individuals across the business understanding our objectives
and the role that they will play. Since early 2024, responsibility
for sustainability has been integrated into our real estate
investment management (“REIM”) team, formalising the
relationship between sustainability and property, and
creating clear reporting lines.
More broadly, we have robust corporate governance processes
to ensure that sustainability continues to be considered in
major strategic and operational decisions. Ongoing oversight of
sustainability is a matter for consideration by the whole Board,
with the Chief Executive having overall responsibility. This
includes consideration of climate-related risks and opportunities
and approval of the Group’s ESC Strategy and Net Zero Carbon
Pathway. Day-to-day oversight is undertaken by members of the
Executive Committee and the senior management team, with
regular reporting to the Board. We have an ESC Management
Committee that meets quarterly to review progress against the
ESC strategy and ensure that the targets are integrated across
the wider business. Our sustainability team continues to be
responsible for recommending the strategic direction, focusing
the business on key areas and overseeing our measuring and
reporting processes. The Head of Sustainability is also a member
of the Executive Risk Committee, periodically reporting on
sustainability and climate change risks and opportunities.
We have a range of policies and procedures that underpin
our ESC Strategy, which can be found on our corporate
website and are set out in our Non-Financial and Sustainability
Information Statement on page 77.
Industry and supply chain collaboration
We actively participate in a range of industry groups, to share
experiences and promote the adoption of best practice for
sustainable real estate. Principal industry memberships include
the UK Green Building Council (“UKGBC”), Better Buildings
Partnership, British Property Federation and Westminster
Property Association. We are signatories to Westminster City
Council’s Sustainable City Charter and support efforts to
decarbonise the City as members of the steering group.
We also work with stakeholders as part of the West End Zero
Emissions Group, and actively collaborate with suppliers,
including Veolia on waste treatment, and innovators such as
Social Value Portal on the measurement of community impact.
In 2024, we have extended opportunities for our supply chain
and contractors to partner and collaborate with our community
partners. Several of our supply chain and contractors including
OCS, CBRE, DLA Piper and Greenzone have engaged in activity
with our community partners. This has included supporting
a careers session with young people at the London Chinese
Community Centre, serving meals to attendees at the Seven
Dials Lunch Club and supporting clients of homeless charity
The Connection at St. Martin-in-the-Fields.
Further information on stakeholder collaboration can be found on
pages 44 to 49.
Customer collaboration
We are at a relatively early stage of customer engagement on
sustainability and recognise this to be an area of focus over the
coming years. Our revised green lease, launching in 2025, sets
out our expectations for customers, requiring them to share
data on environmentally-related performance and take action
to maintain or improve the energy efficiency of their demises.
We completed a first customer survey since the merger, which
included a section on sustainability, enabling us to establish a
baseline for customer perceptions of our sustainability actions
and better understand their own priorities. This survey will take
place annually and help us to make our ESC Strategy relevant
to our customers whilst improving our own communication.
Industry recognition and standards
We participate in a range of external benchmarks and indices
to provide independent verification of our sustainability
progress and help us to identify improvement opportunities.
Our CDP climate rating in 2024 was B, demonstrating that we
are taking co-ordinated action on environmental issues.
We are proud to have achieved our fifth consecutive Gold award
for reporting in line with the EPRA sBPR, reflecting the breadth
and transparency of our sustainability-related disclosures.
89
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Strategic report | Our ESC progress in 2024
Our 2025 key actions
As we continue to deliver our strategy in 2025, we will focus on:
2025 actions and targets
Working with customers to inspire and support their
decarbonisation efforts, including the electrification
of kitchens
Applying findings from detailed energy audits undertaken in
2024 to develop individual asset improvement plans
Continuing to decarbonise our operations and make progress
against our Net Zero Carbon targets, as set out on page 93
Further improve EPC A-B coverage to 75 per cent for
commercial assets and improve EPC A-C coverage for
commercial and residential assets to 90 per cent
Improve data collection by increasing the proportion of
automatic energy meters for both landlord and tenant
supplies
Increase our reporting of energy and carbon intensity
Reduce annual like-for-like Scope 1 and 2 carbon emissions
by 5 per cent
Embodied carbon footprinting for all major active
development projects to be completed
Reduce our water consumption by 5 per cent
Achieve100 per cent waste diversion from landfill
Embed our revised Community Investment Strategy, as set out
on page 97
Adopt the TOMs (Themes, Outcomes and Measures)
framework to report our social impact in a clear and
consistent way
Our GRESB score reduced to 66, predominantly due to changes in
methodology for scoring coverage of green building certification
and a reduction in overall coverage of building energy use data
as we reported the combined estate for the first time. The nature
of our portfolio, with a significant proportion of smaller, heritage
assets when compared with GRESB peer groups, restricts our
ability to apply green building certifications such as BREEAM
across the estate. As we continue to improve our data collection,
we expect to see our score progressively increase.
Our 2024 MSCI rating was BBB, reflecting some reductions
where no public disclosure had been made, whilst our score
for corporate governance increased.
In January 2025, we received formal validation of our carbon
reduction targets from the SBTi. These are set out in more
detail on page 93.
Modern slavery and human rights
We have policies in place which address human rights, modern
slavery, and the ethical conduct of our business. During the
year we undertook a desk-top risk assessment for modern
slavery that set out potential risk areas and mitigation actions,
demonstrating to the Executive Committee that residual risks
are effectively managed. All employees were required to
complete an online training programme. Our Modern Slavery
and Human Trafficking Statement, updated in February 2025, is
available on our website: https://www.shaftesburycapital.com/
en/index.html. All employees working on our estate are paid at
least the London Living Wage, where appropriate.
90
Leadership in heritage buildings
We recognise the important role that the sustainable
refurbishment of heritage buildings plays in achieving our
sustainability aspirations. It is estimated that 80 per cent
of buildings that will exist in 2050 are already built and the
responsible retrofit of these buildings will be critical to meeting
long-term national Net Zero Carbon goals.
Due to the heritage nature of our portfolio, which is all in
conservation areas, and c. 27 per cent of which is listed, we
continue to improve the sustainability performance of our
building stock whilst protecting unique heritage and abiding by
planning requirements. Through the careful application of cost-
effective low-carbon interventions, we deliver energy efficiency
improvements, as demonstrated by our success to date in
improving energy efficiency and EPC ratings.
Our activities to tackle climate change also deliver benefits
for our stakeholders. These include the air quality benefits
of electrifying heating and cooking, as well as reducing traffic
through pedestrianisation, and fewer vehicles delivering lower
material volumes due to material re-use in refurbishment.
In addition to implementing relevant initiatives identified in our
CRREM-aligned analysis (see page 94) more widely across the
portfolio, we actively seek further opportunities to pilot and
implement new scalable technology or operating practices
which deliver carbon reduction. We will also share lessons
learned externally to support the low-carbon transition across
the industry and demonstrate leadership in this space.
Driving innovation through
collaboration
We are committed to the use of innovative solutions, including
both new technologies and processes. In addition to CRREM-
aligned detailed asset analysis at scale, we collaborate with
both suppliers and customers to maximise the benefit of using
smart technology, such as Grid Edge, to identify improvements
to the management of buildings that can lead to significant
energy efficiency improvements with minimal expenditure.
Working in partnership with some of our leading hospitality
businesses, we ran a workshop in February 2025 to discuss
the challenges and opportunities for the electrification of
cooking, a critical step in the long-term decarbonisation of our
wider estate. The workshop highlighted the benefits of electric
cooking, particularly for the kitchen working environment,
but acknowledged the challenge of sufficient electrical
capacity availability.
Improving our data
We have continued to improve the coverage and accuracy of
our sustainability data, providing the basis for setting targets,
determining action plans and estimating the level and type of
investment required.
In conjunction with our property team, we have installed
automatic (smart) meters on 67 per cent of landlord energy and
water supplies, directly linking to a single data management
platform. The remaining landlord meters have been instructed
and we expect to complete the bulk of these in 2025.
In addition, we have utilised a central database to improve
coverage of commercial energy use in our premises, collecting
data directly. Our focus is now on engaging with our residential
occupiers to collect their data. Overall, we achieved 57 per cent
coverage of actual customer energy consumption, an increase
from c. 35 per cent coverage last year.
We also continue to improve the collection of data from our
development projects, specifically the associated embodied
carbon. During 2024, 53 per cent of all refurbishment projects
reported embodied carbon emissions, by spend.
Applying circular economy principles
Our heritage assets and the long-term view we take of our
investments, lend themselves to the application of circular
economy principles, whereby materials are preserved
and re-used where possible. Only where necessary are
materials recycled.
Examples of our application of a circular economy approach
include the pre-demolition audit at 9-10 Floral Street, where
we identified items to be retained or re-used elsewhere.
Our buildings
91
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Energy efficiency ratings of
our buildings
Our ongoing programme of energy-efficient refurbishments
has seen significant improvements in EPC ratings across
the portfolio. In addition to carbon reduction, this reduces
customer utility costs and demonstrates the long-term
resilience of our portfolio.
As at 31 December 2024, 87.6 per cent of properties are
EPC grade A to C by ERV, representing a 7.6 percentage
point increase from the prior year. When considered by ERV,
63.7 per cent of the portfolio is A-B, rising to 70 per cent for
commercial property.
Approximately 1.4 per cent of portfolio by ERV does not
require an EPC. This primarily relates to outdoor space,
basement space where there is no heating or cooling, long-
lease residential property outside the scope of MEES, or
demises such as substations. Our undergoing refurbishment
is expected to achieve EPC B or above for commercial and
EPC C or above for residential.
We continue to undertake works to improve EPC ratings as
demises become vacant, and work with occupiers to meet the
requirements of the MEES regulations. All new commercial
refurbishments target EPC B to ensure that we are prepared
for expected changes to the MEES regulation.
24%
59%
4%
2%
11%
Grade A
Grade C
Grade E-G
Grade B
Grade D
Energy Performance Certificates (“EPC”) by ERV
2040
Net Zero Carbon
commitment
87.6%
Portfolio rated
EPC A-C
Strategic report | Our ESC progress in 2024
92
Shaftesbury Capital PLC | 2024 Annual Report
Our buildings represent long-term stores of embodied carbon,
many of which pre-date mass industrialisation. We remain
focused on protecting the heritage of our places, whilst making
low-carbon interventions to improve energy efficiency and
increase resilience to the climate change impacts that we
have identified.
Considering the Whole Life Carbon emissions of a building
demonstrates the importance of embodied carbon and the
relative benefit of our approach to the repurposing and
refurbishment of buildings.
Climate change adaptation
Our climate change risks and opportunities are set out in
our TCFD report on pages 66 to 74. Supplementary detail
and explanation is included in a longer version of the TCFD
report which can be found on our corporate website: https://
www.shaftesburycapital.com/en/responsibility/policies-and-
reports.html.
To improve our understanding of climate risks and evolve
our reporting, during the year we undertook a more detailed
assessment of physical climate risks. This assessment highlighted
that the portfolio has a relatively low exposure to flood risk,
with a small number of assets at a theoretical higher risk from
local flooding. We do not consider there to have been a material
change in our transition risks following a desktop review.
Net Zero Carbon commitment
In 2024, we used an improved methodology to recalculate the
carbon emissions in our baseline year and seek revalidation
from the SBTi. The SBTi requirement to reduce emissions by
90 per cent before offsetting means we have been required to
push back our formal Net Zero Carbon target date. Therefore,
we have set a long-term goal to reduce Scope 1, 2 and relevant
3 emissions by 90 per cent by 2040, from our 2019 baseline. In
doing so, we will reduce our emissions at a rate aligned with a
1.5°C pathway. We also have “near-term” targets for 2030 as
set out below. Our commitment is first to reduce greenhouse
gas (”GHG”) emissions from our buildings and operations as far
as possible, in a way that recognises the needs of our heritage
portfolio and stakeholders, and only then to offset any residual
emissions. Our Scope 3 targets include occupier emissions and
embodied carbon from development operations.
Following a detailed assessment process, we received formal
SBTi validation of our targets in January 2025.
Our commitment to achieve Net Zero Carbon by 2040 includes:
― Long-term 2040 target for a 90 per cent reduction in relevant
Scope 1, 2 and 3 emissions, from our 2019 baseline
― ‘Near-term’ 2030 target for a 60 per cent reduction in our
Scope 1 and 2 emissions, from our 2019 baseline. This is
where we have the most control and remains the same as
the target set in 2021.
Tackling climate change
We recognise our responsibility as an owner of physical assets to reduce carbon
emissions, effectively manage climate change risks and opportunities and deliver
a fair transition to a low-carbon future.
― ‘Near-term’ 2030 target for 50 per cent reduction in Scope
3 emissions, from our 2019 baseline. The SBTi required a
single Scope 3 target, which necessitated a revision to our
previous approach to have separate targets for operational
and embodied Scope 3 emissions.
― Prioritising innovation and renewables
― Enhancing climate adaptation
― Offsetting residual carbon emissions for Scope 1 and 2
emissions from 2025.
More information on the actions that we are, and will be,
taking to reduce carbon emissions across our business is
set out in our Net Zero Carbon Pathway published on our
website: https://www.shaftesburycapital.com/en/responsibility/
environment/net-zero-carbon-pathway.html. Going forward,
we will publish annual updates on our progress against
our Pathway.
Carbon offsetting
Inevitably, offsetting will need to be part of our long-term
solution to achieve Net Zero Carbon as well as an important
interim step for decarbonisation.
In 2024, we undertook a review of the carbon offset market
with industry experts and a working group drawn from across
the business. Following the review, we remain committed to
purchasing credits to offset our Scope 1 and 2 emissions from
2025. To claim Net Zero Carbon status from 2040, we will
purchase certified credits to cover residual emissions for all
scopes in line with market best practice.
Whilst we recognise the value of carbon offsetting credits, our
priority ahead of 2040 will be to address underlying emissions
rather than offsetting all Scope 3 emissions.
Annual carbon and energy emissions
reporting
We report our absolute Scope 1, 2 and 3 emissions annually.
This is the first time that we can report year-on-year
comparisons for Scope 3 emissions, reflecting our ongoing
strategy to improve the collection and reporting of all our
carbon emissions. Further like-for-like annual performance will
be included in our EPRA sustainability data report, which will
be issued by the end of April 2025.
We continue to purchase electricity from renewable tariffs
across our landlord-controlled portfolio. Excluding the benefit of
purchasing zero carbon electricity, and instead using standard
UK carbon factors, we have seen an 8 per cent reduction in our
Scope 1 and Scope 2 GHG emissions when compared to 2023.
This is primarily due to continued improvement to the energy
efficiency of our buildings, steady reduction in gas use across
our portfolio, and improved tracking of energy consumption
through sub-metering.
93
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Scope 1: Landlord gas 1.23%
Scope 1: Landlord refrigerant gas and fuel 0.09%
Scope 2: Landlord electricity 2.77%
Scope 3: Purchased goods and services 21.49%
Scope 3: Capital goods 15.51%
Scope 3: Upstream transportation 0.02%
Scope 3: Transmission and distribution 1.06%
Scope 3: Waste generated 0.12%
Scope 3: Business travel 0.38%
Scope 3: Employee commuting 0.07%
Scope 3: Downstream leased assets 57.26%
40,767
Scope 1, 2 & 3
Total (location based)
2024 GHG emissions inventory – summary
50%
Carbon
footprint
reduction
against
published
2019 baseline
34%
Reduction in
Scope 1 and
2 emissions
against
published
2019 baseline
57%
Coverage
of actual
customer
energy
consumption
Our Scope 1 and 2 footprint remains relatively small as it only
encompasses the common areas of our buildings, our head
office and refurbishment projects.
Our Scope 3 GHG emissions primarily arise from tenant energy
consumption, embodied emissions from materials used in
our refurbishments and purchased goods and services from
our suppliers.
Overall, we have seen a 3.8 percent reduction of our Scope 3
GHG emissions compared to last year, largely due to improved
efficiencies in our purchased goods and services spend and
better data quality for embodied carbon emissions. We have
however seen increases in emissions from tenant energy
consumption and business travel, due to updating calculation
methodologies and a return to pre-COVID-19 travel behaviour.
We recognise the important contribution that the phasing out
of fossil fuel use in our buildings will play achieving our Net
Zero Carbon targets. We continue to electrify heating and
cooking across the estate to maximise the benefit of the lower
carbon factor associated with electricity and ongoing UK
energy grid decarbonisation.
We have made significant improvements to data collection
relating to Scope 3 emissions, especially with regards to
customers’ energy consumption. Across 2024 we increased
the proportion of actual customer energy meter readings
to 57 per cent, from c. 35 per cent in 2023. We also collect
accurate waste, water, upstream energy, business travel and
employee commuting data, which also contribute to our Scope
3 emissions. The remaining emissions are calculated based on
industry best practice estimation methods and verified
as described in our GHG methodology on page 234.
Embodied carbon
A significant proportion (15.5 per cent) of our carbon emissions
arise through the embodied carbon inherent in our refurbishment
projects. Our embodied carbon emissions are directly correlated
with the volume of refurbishment operations undertaken in a
year. We continue to improve embodied carbon data collection
for refurbishment projects. This enables better analysis of
our impact and identification of ways in which we can make
further reductions.
In 2024 we continued to calculate embodied emissions using
a blend of actual data and applying DEFRA benchmarks to
expenditure, as set out in the GHG methodology on page 234.
During the year we have increased the volume of projects
covered by actual embodied carbon reporting to 53 per cent
of expenditure. This contributed just 17 per cent of our total
calculated embodied carbon, demonstrating that a typical
refurbishment project has materially lower embodied carbon
than the DEFRA benchmark.
CRREM-aligned energy efficiency audits
Efficient decarbonisation of the portfolio requires that targeted
interventions are sequenced efficiently, considering lease
events and the life-cycle of existing equipment. In 2024, we
completed a set of detailed energy efficiency studies started
in 2023, assessing performance and required interventions
against CRREM decarbonisation trajectories. This analysis of
40 buildings has indicated that we can make significant carbon
reductions, with the ongoing electrification of buildings being
the most significant action. During 2025, we will integrate
the learning from our CRREM analysis into individual asset
improvement plans.
Net Zero Carbon focus areas for 2025
In our published Net Zero Carbon Pathway, we have committed
to milestone actions, including the following for the year:
― Continue to improve our Scope 3 data coverage, reducing
the proportion of estimation required
― Continue to prioritise the removal of fossil fuels and
electrification of buildings, particularly for cooking, which
has been identified as an important contributor to the overall
decarbonisation of our buildings
― Continue to improve reporting of floor areas to enable a
move towards intensity-based targets
― Enhance occupier engagement programme to increase the
proportion of occupiers implementing Net Zero Carbon
strategies, including renewable energy and electrification of
operations.
Strategic report | Our ESC progress in 2024
94
Shaftesbury Capital PLC | 2024 Annual Report
Total Scope 1 and 2 GHG
emissions (location-based method1)
Intensity measure: Tonnes
of CO2e per ‘000 sq ft
Total Scope 2 GHG emissions
(market-based method2)
Total Scope 1 and 2 energy
consumption (MWh2)
0
500
1000
1500
2000
537
2024
tCO2e
2023
1,131
626
1,186
Scope 1
Scope 2
0.0
0.1
0.2
0.3
0.4
0.5
0.6
0.7
2024
2023
0.20
0.42
0.20
0.38
Scope 1
Scope 2
1. The location-based method reports emissions as tonnes of carbon dioxide equivalent (tCO2e). 100 per
cent of the emissions stated are UK-based. Details of what is included in Scope 1, 2 and 3 emissions
can be found on page 234.
2. The market-based method reports emissions as tonnes of carbon dioxide (tCO2e). 100 per cent of the
emissions stated are UK-based. Details of what is included in Scope 1, 2 and 3 emissions can be found
on page 234.
Greenhouse gas emissions including Streamlined
Energy and Carbon Reporting
Shaftesbury Capital has engaged Carbon Footprint Limited to provide independent
verification of the calculation of 2024 GHG emissions assertion data, in
accordance with the industry recognised standard ISO 14064-3.
Our absolute Scope 1 and Scope 2 emissions have decreased by 8.0 per cent
since 2023. When considered on an intensity basis, intensity has increased by
6.5 per cent due to reduction in overall floor area from asset sales during the year.
Overall, Scope 1 and 2 emissions are down 34 per cent compared to our reported
2019 baseline.
Scope 3 emissions can be compared year-on-year for the first time, decreasing
by 3.8 percent, demonstrating our ongoing improvement in the breadth and
completeness of our reporting.
tCO2e
0
20
40
60
80
100
2024
2023
21
84
Scope 2
0
2000
4000
6000
8000
10000
2024
2023
3.03
8,192
2.88
8,984
Total
energy use
Intensity measure
(MWh per '000 sqft
lettable area)
95
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Creating healthy and biodiverse
destinations
Shaftesbury Capital has supported the London Air Quality
network for eight years through our partnership with Imperial
College London. We have also continued to support the Zero
Emissions Working Group, a partnership with landowners and
Westminster Council to reduce emissions from transport and
waste. A toolkit has been developed for use by customers and
suppliers to improve logistics and reduce associated emissions.
We remain members of the Wild West End (“WWE”)
partnership, pro-actively looking to increase biodiversity
across our estate following the WWE principles and prioritising
pollinators and native species. Aside from the benefit to nature,
green spaces play an important part in adapting to climate
change through reducing urban heat and supporting well-being.
During 2024, we installed planters at 22 Ganton Street and
roof terraces at The Hide, adding 29m2 of green space to the
portfolio. We continue to look for opportunities to increase
both the quantity and quality of biodiverse green space.
Waste management
We continue to work in partnership with Veolia as our single
waste provider across the portfolio, to enable efficiencies of
scale to be achieved. In February 2024, Veolia, in collaboration
with Westminster City Council, launched a new night-time
recycling service in the West End. In October 2024, this was
expanded to include food waste collection from our hospitality
venues. The collected food waste is transported to an anaerobic
digester in Hertfordshire, where it is converted into biogas
and biofertiliser.
Using electric vehicles, Veolia has successfully diverted 1,650
tonnes of mixed recycling from general waste, increasing the
portfolio recycling rate.
Our places
The second pillar of our ESC Strategy recognises the importance of being
a responsible steward of our destinations. Our impact extends beyond our
buildings, and we continue to enhance the public realm within and around our
portfolio. Through our investment in “placeshaping” we create healthy, welcoming
and thriving locations in the West End where people enjoy visiting, working
and living.
Transport and public highways
We continue to assist Westminster City Council in the
management of pedestrian areas in the public highway in
Covent Garden and Carnaby. In addition, we have worked with
the Council to tailor its trial of e-cycle and e-scooter parking
bays in the West End to enable sustainable transport whilst the
minimising impact of bikes on our streets and spaces. In July, we
additionally responded to the “Fairer Westminster” consultation
on its future sustainable transport strategy.
Stewardship
The safety of those who visit and enjoy our destinations is
fundamental. Our destinations are also integral to our local
communities, providing a catalyst for long-term economic
benefits. We recognise the importance of working in
collaboration to tackle issues that align with our purpose and
values make a meaningful difference to the local community.
We have a flexible security strategy which enables us to
respond quickly to changing demands across our portfolio, to
ensure that the appropriate security provision is maintained
and scaled up when needed. During 2024, 83,000 hours of
targeted patrols took place across the portfolio.
We have continued to fund the City Inspectors throughout
Covent Garden, providing 3,600 hours.
Going forward
We are commencing a project to review opportunities for
the consolidation of waste servicing and deliveries. This may
enable us to work with our customers to significantly reduce
the number of vehicle movements, resulting in an improved
public realm environment and better air quality.
Strategic report | Our ESC progress in 2024
96
Our community
Shaftesbury Capital has a strong track record of supporting the local community.
We contribute to a diverse range of charitable and community initiatives across
Camden and Westminster, with a specific focus on supporting educational
and employment opportunities for young people and addressing the issues of
homelessness and food hardship.
32%
56%
7%
5%
Cash
In-kind
Time
Management
costs
5.3%
19.4%
12.0%
63.3%
Education and
employment
Food hardship
Tackling
homelessness
Community
support
How: £901,000
What: £858,000*
A breakdown of our support is included below.
*
Management costs excluded
In addition to financial support, we provide free or subsidised
space and employee time to support volunteering activities
with local charities, organisations and groups. In 2024, the
value of our contributions totalled £0.9 million. This is set out
below and detailed in our EPRA Sustainability Data Report.
In 2024, we saw a 55 per cent increase in employee
volunteering time with local charities. We also increased our
overall financial commitment to community partners by 6
per cent. The value of in-kind space provided to charities fell
year on year however, due to low vacancy rates limiting the
availability of suitable space.
In 2024, we undertook a thorough evaluation of our community
investment activity as a combined business, developing an
updated strategy to reflect local needs and better measure
our impact.
Our approach to community investment
In developing our Community Investment Strategy, we
undertook a local needs analysis through engagement with key
local stakeholders including Camden and Westminster councils,
the Department for Work and Pensions and amenity societies.
This review, led by our dedicated Community Manager, also
considered the activity of our peers, customers and supply
chain to identify areas of best practice and opportunities for
collaboration. Through structured interviews and workshops
with employees, we validated findings identified through our
local needs analysis, these are central to our approach to the
next five years.
For 2025-2028, our primary strategic focus will be supporting
local employment, the area identified as most relevant to
our local communities and where, through partnerships and
collaboration, we have an opportunity to create the greatest
impact. We continue to build long-term relationships that
maximise the value generated for the local community from our
own resources and influence.
We have a Community Investment Forum (“CIF”) which is
responsible for overseeing our programme of community
investment in line with our focus areas. The CIF comprises
employees from across the business and is chaired by our
Head of Sustainability. It enables us to review our community
investments and consider applications to our community grants
fund in a fair and consistent manner.
From January 2025, our three-year Community Investment
Strategy includes trialling the Themes, Outcomes and Measures
system (“TOMs”). The TOMs system is widely recognised as the
best standard for measuring social impact, and adopting the
system will enable us to accurately measure our investment
and actions, reporting the social value created.
97
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Education and employment
We have continued to invest in education and employment
programmes supporting a range of charities, organisations and
groups across Camden and Westminster.
During the year, we hosted paid internships and work
placements for 13 young people through a range of
programmes including 10,000 Black Interns and the Reading
Real Estate Foundation. One person undertaking an internship
secured permanent employment with the business following
their successful placement.
Our annual programme with the University of Westminster
continues to support a student from a disadvantaged economic
background studying the Real Estate BSc (Hons) course with
a bursary. The bursary covers tuition fees and maintenance
costs, enabling the student to focus on their studies and future
career without the burden of financial stress.
Our support to primary and secondary schools has continued
throughout 2024, through various projects and initiatives.
Primary school students at Gateway Academy in Westminster
took part in a project through our partnership with Go Live
Theatre Projects. The project engaged 85 year five students
to develop a radio play based on equity to reflect the school’s
diverse population, increasing pupils’ confidence, listening skills
and ability to work as part of a team. Additionally, our support
to environmental education charity ecoACTIVE enabled over
100 students at St Joseph’s Catholic and St Clement Danes
primary schools in Westminster to participate in workshops
educating pupils on the importance of sustainability, reducing
plastic waste and recycling.
As a result of our funding 41 students at two secondary
schools have benefited from taking part in the Urban Land
Institute Urban Plan programme, which engaged pupils in a
workshop to understand the role real estate plays in reviving
and regenerating urban areas. Our employees have also
volunteered in the programme to support the workshops,
offering advice, and sharing their expert feedback.
We continue to partner with the Young Westminster
Foundation and 2-3 Degrees to support Mastering My
Future, an employability programme that empowers young
people through workshops, mentoring, and connections with
professionals to help them fulfil their potential.
Tackling homelessness
Homelessness continues to affect the lives of some of the most
vulnerable people in our local community. During 2024, we
have continued to support several homeless charities across
Camden and Westminster, re-aligning our focus towards
initiatives that provide skills training to help individuals
experiencing homelessness secure employment and break
the cycle.
For example, our financial support to Single Homeless Project
supports the Comeback Kitchen, enabling its clients to
participate in a six-week programme in a commercial kitchen.
During the programme, participants learn practical cooking
skills and obtain certificates in food safety, hygiene and food
and catering to equip them for further training or employment.
We have provided funding to homelessness charity Depaul
to fully refurbish an outdated IT suite at one of its supported
accommodation properties in Westminster. The refurbished
IT suite will enable 12 young people living in the property to
benefit from a range of classes including CV preparation, IT
training and skills development.
Homelessness charity The Connection at St Martin’s continues
to see a significant increase in homelessness and demand
for its services. Our long-standing partnership continued in
2024, with a donation to The Connection’s women’s homeless
service, which assists women and non-binary people who are
homeless, including by providing advice, shelter, and essential
items. Our employees volunteered with the charity over the
course of the year, for example by serving food to people
who are rough-sleeping and supporting classes to teach basic
English to refugees and asylum seekers.
Community support
Across Camden and Westminster, we continue to contribute to
a range of charities and groups delivering projects to support
some of the boroughs’ most vulnerable residents. These include
the Covent Garden Community Centre, North Paddington Food
Bank and London Chinese Community Centre.
As a responsible and community-focused West End business,
we also support events in the local area that contribute to a
strong and cohesive community. These include the annual Soho
Village Fete and Covent Garden Remembrance Day event.
Our employees remained committed to supporting the local
community through fundraising campaigns with charities and
groups throughout the year. Recognising the valuable work
of food banks, as part of the National Food Bank Day 2024,
employees donated food items which were distributed to
residents experiencing financial insecurity by the Covent
Garden Pantry, a local food bank. A similar campaign during
the Christmas period for The Abbey Centre, which supports
disadvantaged households, resulted in Christmas gift donations
for individuals who would not normally receive a gift over the
festive period. In line with our Donation Match Fund Policy, the
value of all donations was matched by the business.
Community grants fund
Our community grants fund provides an opportunity for
charities, organisations, and groups operating across Camden
and Westminster to apply for funding towards the cost of
projects and events. Each quarter, our CIF meets to consider
and discuss grant applications received during the previous
quarter. Grant funding is awarded to projects and events that
make a positive impact in our local community.
In 2024, our CIF awarded 19 grants totalling £87,442 including
donations to London Basketball Association to deliver a
development, mentoring and training programme for young
people in Westminster, and to FoodCycle London for their
Community Café in Camden, which serves meals to local
people in need of nutritious food and friendship.
In-kind space
We have continued our in-kind space programme, providing
free or subsidised space to charities and organisations to
create vibrancy and offer unique experiences for visitors.
Strategic report | Our ESC progress in 2024
98
Shaftesbury Capital PLC | 2024 Annual Report
During 2024, employees raised funds for a variety of charities
by participating in events such as the annual LandAid Sleep
Out, running the London Marathon and undertaking a Tough
Mudder challenge for Single Homeless Project. Our Donation
Match Fund Policy continues to support employees with their
charitable fundraising, with over £7,000 made in matched
donations during the year.
Going forward
― Use our refocused 2025-2028 Community Investment
Strategy to refine our investment focus to better address
local need
― Increase opportunities for our supply chain to support
community organisations
― Enhanced collaboration with industry peers for greater impact
― Publication of a dedicated annual community impact report
with case studies and images to showcase our work
― Provide more opportunities for employees to contribute to our
community investment activity, with all employees expected
to commit to at least one day’s volunteering in 2025
― Promote local employment opportunities through
partnerships with our supply chain and customers.
During 2024 we have provided space for charities and
charitable events up to a value of £0.3 million.
Our partnership with Smart Works, a UK charity that exists to
give unemployed women the confidence they need to reach
their full potential, continued. In March, we provided a pop-up
unit in celebration of International Women’s Day which, through
sales, generated an income of £43,000 for the charity.
At Covent Garden, we provided stall space within The Apple
Market to Westminster Kingsway College students participating
in “Makers”, a chocolate-making development course focused
on increasing skills, confidence and employability prospects.
Volunteering and employee
engagement
We provide employees with a range of opportunities to
undertake meaningful skills-based and physical volunteering
with our community partners throughout the year. In 2024,
our employees volunteered 520 hours with charities and
organisations to support various events including careers
sessions at local schools, decorating and refurbishing
temporary accommodation for people experiencing
homelessness and serving food to older people at the Seven
Dials Lunch Club. This is an increase of 55 per cent compared
to 2023 volunteering.
Employee fundraising
99
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Culture and values
We have a high-performing, professional, inclusive and
entrepreneurial culture where creativity and innovation are
encouraged and promoted. We provide a collaborative
environment where people are inspired to give their best and
contribute to the Company’s success. During the year, we held
sessions for all employees on our values in action, ensuring
everyone treats each other with respect.
Employee engagement
In making decisions impacting our employees, we seek
their views from across the business. We launched our first
employee feedback survey since the merger in October, with
a response rate of 92 per cent.
The overall engagement score was 82 per cent. We are very
pleased with this score against the backdrop of the merger, and
also benefited from being able to use feedback from the survey
to identify areas where we can seek further enhancement.
Our Employee Engagement Forum, attended by a Non-
executive Director, met twice in 2024 and again following
completion of the first employee survey. In addition, we hold
regular townhall meetings throughout the year to ensure that
our employees are kept updated on business developments.
Our Chief Executive also holds regular informal gatherings with
employees, which provide a forum for relaying priorities, and
allow team members to ask questions.
Talent, training and development
We regularly undertake succession planning to review our
talent pipeline and to ensure individuals are appropriately
developed. Our learning and development programmes are
designed to strengthen our teams and challenge aspiring
leaders. During the year, leadership development programmes
were rolled out at various levels: “Driving Value Through
Others” for employees in mid-level to senior roles; “Realising
Your Potential” for junior employees; and a programme
to increase cross-functional collaboration for the senior
leadership team.
We make training available to all employees and encourage
continued professional development, with 1,900 hours of
training undertaken across the Group during 2024. Bespoke
coaching programmes are provided to employees, and
we sponsor individuals undertaking further professional
qualifications, encouraging continuous learning. Core skills
training was also run throughout the year covering presentation
skills, negotiation skills, personal productivity, and business
etiquette and professional communications skills.
We aim to promote from within where possible in order to
enhance career development and encourage mobility across
the Company.
Our people and culture
When recruiting externally we aim to hire talented individuals
who aspire to grow and develop in their careers. We ensure
our talent has the skillsets and expertise to advance, and we
actively support and encourage professional development
through sponsoring employees to complete the Chartered
Surveyors Assessment of Professional Competence (“APC”),
accounting qualifications, and various other qualifications.
In 2024 we recruited two graduates who are now pursuing
the APC qualification.
Strategic report
Our people are key to our success and achieving our purpose.
Our values
Take a responsible, long-term view
We have a responsibility to our multiple stakeholders,
our people and our planet. Our decisions are rooted in
the lasting impact of our actions to deliver long-term
economic and social value.
Act with integrity
We are a high-performance business and are committed
to the highest professional standards, acting with honesty
and transparency, and not compromising our integrity.
Take a creative approach
We strive to be the best at what we do, with a creative
and entrepreneurial approach, imagining the art of the
possible, to seek opportunities to improve and deliver
positive outcomes for our multiple stakeholders.
Listen and collaborate
We work collaboratively in an environment where
everyone has a voice and a part to play and where
relationships are based on respect, empathy and
trust. We build and develop diverse teams of
extraordinary professionals, advocating inclusive
and supportive behaviours.
Make a difference
We engage with stakeholders and aim to make a
positive impact through our people, local communities,
partnerships and in the great places we curate, invest
in and manage.
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Shaftesbury Capital PLC | 2024 Annual Report
Performance management
Annual performance objectives for each employee are agreed
at the beginning of the calendar year, and performance check-
in meetings take place regularly throughout the year.
Remuneration
We regularly benchmark our approach to remuneration,
to ensure that we are appropriately competitive in the market.
Our core compensation package comprises base salary,
cash bonus linked to Company and personal performance
(part of which may be deferred in shares), and discretionary
share awards.
All permanent employees are eligible to receive share awards,
so that everyone can participate in the future of the Company.
These awards have a three-year performance period and are
subject to corporate performance conditions.
Benefits
We also offer an attractive package of additional benefits to
all our permanent employees. The Company offers a pension
contribution of 17.5 per cent of salary. We provide 30 days’
annual leave and offer a flexible leave policy under which
employees have the ability to buy and sell up to 10 days’
holiday each year. In addition, we provide private medical
insurance, dental insurance and life assurance.
Well-being
The well-being of our people is of the utmost importance.
We deliver a lifestyle programme throughout the year focusing
on financial well-being, as well as both physical and mental health.
Sessions provided in 2024 covered topics including will-writing,
financial health, mental health, menopause and men’s health.
The Company offers the Gymflex and Cycle to Work schemes,
and provided free yoga classes for employees during the year,
to support physical and mental well-being.
The Company also makes annual flu vaccinations available to
all employees, and an annual steps challenge takes place in
October to encourage employees to get active.
Diversity, equity and inclusion
We believe that every person in the Company has a part to
play in generating value, and we understand fully the benefits
of a diverse workforce. Diversity is considered when making
appointments at all levels, and an inclusive and diverse culture
forms part of our values.
Our maternity and shared parental leave benefits each pay
six months’ full salary, and employees are able to take up to
52 weeks’ parental leave, subject to qualifying periods and
statutory rules. We recently reviewed our policies to ensure
we continue to be an inclusive and supportive employer and
introduced a number of new policies. This included enhancing
our paternity leave policy up to 12 weeks’ leave, and the
introduction of an assisted conception policy, foster care
leave, neonatal leave and flexible personal leave.
We hosted sessions to engage and educate our employees on
topics such as neurodiversity and menopause and have policies
covering these areas. We also celebrated Pride month with
Freehold, the networking forum for LGBTQIA+ professionals
in the built environment.
We support a number of initiatives which aim to increase
diversity within the property industry, including being a
member of the Employers Network for Equality & Inclusion
(“ENEI”), a member of Real Estate Balance, a member of Urban
Land Institute (“ULI”), a sponsor of the Reading Real Estate
Foundation and a supporter of the Pathways to Property work
experience programme. We are a corporate member of the
British Property Federation (“BPF”) and support the BPF’s
Futures programme. We are a corporate sponsor of Freehold,
and a corporate member of AbilityRE and the Business
Disability Forum.
We work with initiatives including 10,000 Black Interns and
10,000 Able Interns, and the social mobility charity UpReach,
to provide work experience placements to students. We
are also an active supporter of the Reading Real Estate
Foundation’s Access programme, which aims to provide work
experience to students from underprivileged backgrounds,
and we have sponsored a scholar studying Real Estate at
the University of Westminster, by funding fees and a bursary,
together with work experience.
A summary of the Company’s gender diversity is set out on
page 130.
101
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
2
The year in review
4
Delivering on our priorities
6
Impossible to replicate portfolio
in the heart of London’s West End
8
Why we invest in London’s
West End
10
Our competitive strengths
12
Chief Executive’s statement
16
Our purpose-led strategy
17
Our business model
18
Business model in action
20
Measuring performance
22
Our portfolio
30
Creating consumer experiences
across our West End portfolio
32
Portfolio and operating review
44
Stakeholder engagement
50
Financial review
59
Risk management
66
Task Force on Climate-related
Financial Disclosures
75
Viability statement
77
Non-financial and sustainability
information statement
78
Sustainability
80
Our environment, community
and sustainability approach
and strategy
82
Our ESC governance structure
84
Our ESC approach in action
88
Our ESC progress in 2024
100
Our people and culture
102
Health, safety and security
Corporate Governance
Financial statements
Additional information
Health, safety
and security
102
Shaftesbury Capital PLC | 2024 Annual Report
We seek to attain the highest standards of health, safety and security.
2024 achievements
― Implemented the findings of the independent review of
our Occupational Health & Safety Management System
(“OHSMS”) carried out in 2023 and, as a result, a revised
OHSMS that meets the requirements of ISO 45001, the
relevant internationally recognised standard, was approved.
― Completed Building Safety Cases for the 15 registered
Higher-risk Buildings where the Company is Principal
Accountable Person, to ensure compliance with the new
requirements arising from the Building Safety Act 2022.
― Increased our focus on near-miss reporting across the
property portfolio, to prioritise the continual improvement of
health and safety standards among all relevant stakeholders.
― Introduced greater consistency of property health and safety
compliance monitoring and reporting, across both our in-
house and third-party managed destinations.
2025 commitments
― Continue to meet high standards of health, safety and
security in our activities, at our buildings, on our construction
projects and in our offices.
― Full implementation of the revised OHSMS, with a particular
focus on the training of in-house personnel to be health and
safety advocates in everything they do.
― Work with supply chain partners to adopt the Shaftesbury
Capital Client Health & Safety Standards produced as part
of the revised OHSMS.
― Submit applications for Building Assessment Certificates
for the registered Higher-risk Buildings to the Building
Safety Regulator ("Regulator") when required to do so, and
otherwise work proactively with the Regulator and London
Fire Brigade.
Governance
The Board maintains overall responsibility for our health and
safety strategy and its delivery and leads a health and safety-
aware culture, which is embedded in the Company. This
ensures that health, safety and security are considered in our
decision-making across our portfolio and are embedded in the
actions we take.
Our Health & Safety Committee (the “H&S Committee”), chaired
by the General Counsel and attended by the Chief Executive,
oversees our approach to the health and safety strategy and
statutory compliance. The H&S Committee is supported by
health and safety leadership teams (“HSLTs“), which cover
specific business areas and meet regularly to ensure that
our health and safety commitments are met at operational
level. The HSLTs report to the H&S Committee, which in turn
reports to the Board. Health and safety is reported upon and
considered at each formal Board meeting.
Ensuring our standards are met
We focus on visible health and safety leadership and use
formal and informal Director and senior management tours,
and the on-site presence of our teams, to monitor health and
safety across our destinations. This is supported by regular
detailed health and safety inspections.
We closely monitor health and safety performance. During
2024, a Head of Health & Safety was appointed to give the
Group a dedicated, full-time in-house resource to promote
sector best practice across the business operations and also
by supply chain partners. As part of this, consistent health
and safety compliance recording and reporting was introduced
across the property portfolio, with performance reviewed
formally every month and quarter.
We are members of the Considerate Constructors Scheme
Client Partnership and the Construction Clients Leadership
Group. Our pre-tender documentation for contractors includes
health, safety and security standards and compliance is
monitored by site and project managers.
Safety and security
The safety of those who visit and enjoy our destinations
is fundamental. We have a flexible security strategy which
enables us to respond quickly to changing demands across
our portfolio, to ensure that the appropriate security provision
is maintained and scaled up when needed.
Training
Relevant role-dependent health and safety training is provided
to all employees, with a combination of third-party and in-
house-delivered training taking place on an ongoing basis.
Reporting
In 2024 there were no serious accidents, no cases of
occupational disease and no serious work-related incidents
reportable to any statutory authorities involving our employees
arising from our business activities. In addition, no significant
security incidents occurred.
103
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate
governance
report
104
Shaftesbury Capital PLC | 2024 Annual Report
105
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report
Jonathan is responsible for the leadership of the
Board, ensuring its effectiveness and setting its
agenda.
Skills, experience and contribution
Jonathan joined the Shaftesbury Capital Board
in March 2023 following the merger between
Shaftesbury and Capco. Prior to the merger,
Jonathan was Chairman of Shaftesbury, having
joined in 2016. Jonathan has over 27 years’
experience of public company boards and their
operations and was previously Non-executive
Director and Chair of the Audit Committee of
Great Portland Estates plc, SIG plc and DS Smith
plc. He was also Senior Independent Director of
Great Portland Estates plc and DS Smith plc. Prior
to this, Jonathan was finance director of Hanson
plc and of Old Mutual plc. Jonathan has over
21 years of experience in the property sector
and is a member of the Institute of Chartered
Accountants in England and Wales and a fellow
of the Association of Corporate Treasurers.
Jonathan’s considerable commercial and
Board experience and his objective judgement
enable him to provide constructive leadership,
challenge and support to the Board and wider
business for the benefit of all stakeholders.
External appointment
Chairman of Ibstock plc.
Year of first appointment:
2023
Ian leads Shaftesbury Capital, shapes its
strategy and drives its performance.
Skills, experience and contribution
Ian has over 38 years’ experience in global
real estate investment, development, asset
and corporate management, and extensive
experience and knowledge of the London
property market, having previously been Chief
Executive of Capital & Counties Properties PLC
(“Capco”) since Capco’s inception in 2010. Ian
was previously Executive Director of Hongkong
Land Ltd and Liberty International PLC. Ian is a
chartered surveyor and a member of leading
international industry bodies.
Ian’s ability to shape strategy, drive expansion
and elevate performance, alongside his
extensive knowledge of the global real estate
industry, is invaluable to the Company. Ian΄s in-
depth knowledge of the Company and the sector
enable him to provide broad leadership of the
business internally and externally, including
design and implementation of the Company’s
strategy and business plans and their
communication to a wide range of stakeholders.
Ian also ensures that the Company΄s purpose
and values are embedded across the business
and are reflected in the Company΄s culture.
External appointment
Non-executive Director of Chancerygate Limited.
Year of first appointment:
2010
Situl leads Shaftesbury Capital’s finance function
and works closely with the Chief Executive on
strategy, capital allocation, investment and
key transactions.
Skills, experience and contribution
Situl joined Capco in 2014 and undertook a
number of senior roles across the business
before being appointed Chief Financial Officer in
2017. He is an experienced corporate financier,
having previously worked in mergers and
acquisitions, equity capital markets, corporate
broking and real estate investment banking,
including 13 years at Deutsche Bank.
Situl’s significant experience of commercial
and financial management, corporate finance,
capital markets, investment, real estate and
stakeholder engagement are key to his role and
the development and implementation of the
Group’s strategy.
External appointment
Non-executive Director of WH Smith PLC.
Year of first appointment:
2017
Jonathan Nicholls
Chairman
Ian Hawksworth
Chief Executive
Situl Jobanputra
Chief Financial Officer
Board of Directors
106
Shaftesbury Capital PLC | 2024 Annual Report
Ruth joined the Shaftesbury Capital
Board in March 2023 following the
merger between Shaftesbury and
Capco. Prior to the merger, Ruth
was Independent Non-executive
Director and Chair of the Audit
Committee at Shaftesbury, having
joined in 2020. Ruth was previously
a Non-executive Director and
Chair of the Audit Committee at
Ocado Group plc, Travis Perkins
plc, Coats Group plc and the Royal
Parks. Ruth has over 30 years’
experience advising UK and global
businesses and was with KPMG for
33 years, where she was a partner
for 20 years and a member of
the UK board for six years. Ruth
is a member of the Institute of
Chartered Accountants in England
and Wales.
Skills, experience and
contribution
Ruth’s knowledge gained over 30
years’ advising global businesses,
together with over 15 years’
experience on public company
boards, enable her to provide
valuable input and challenge in
Board and Committee discussions
and to chair effectively the
Company’s Audit Committee.
External appointments
Independent Non-executive of
EY UK and Chair of their UK Audit
Board.
Year of first appointment:
2023
Madeleine joined the Shaftesbury
Capital Board in August 2024 as
an Independent Non-executive
Director. Madeleine was Managing
Director and Regional Head, Europe
at GIC Real Estate from 2016 until
2021. Madeleine joined GIC in 1999
and previously held roles at JLL
in valuation, fund management,
leasing and development in
London and Sydney. Madeleine
is a chartered surveyor.
Skills, experience and
contribution
Madeleine has extensive
experience within the property
industry. Madeleine’s in-depth
knowledge of the property sector
and experience as a non-executive
director enable her to bring
valuable insight to Board and
Committee discussions.
External appointments
Non-executive Director of Land
Securities Group PLC, independent
member of the CBRE IM EMEA
Investment Committee, and
senior advisor to ICG Real Estate.
Madeleine also has mentoring
roles with lntoUniversity and GAIN
(Girls Are Investors).
Year of first appointment:
2024
Richard joined the Shaftesbury
Capital Board in March 2023
as Senior Independent Director
following the merger between
Shaftesbury and Capco. Prior to
the merger, Richard was Senior
Independent Director and Chair
of the Sustainability Committee at
Shaftesbury, having joined in 2017.
Richard was previously Chairman
of Redrow plc until its merger with
Barratt Developments PLC; held
non-executive roles at Barrett
Developments PLC and Unite
Group PLC; and a fellow of the Royal
Institution of Chartered Surveyors.
Prior to this, Richard was a senior
executive of Land Securities Group
PLC from 1995 and joined the main
board in 2005 as managing director
of the retail portfolio until 2014.
Skills, experience and
contribution
Richard’s extensive property roles
and experience, alongside his
operational skillset, which includes
remuneration, sustainability,
environmental and health and
safety matters, enable him to
provide essential input into Board
and Committee discussions and
decisions and to effectively chair
the Company’s Remuneration
Committee. Richard is the Non-
executive Director designated to
update the Board on employee
views and attends the Employee
Engagement Forum.
External appointment
Chairman of Miller Homes Limited.
Year of first appointment:
2023
Ruth Anderson
Independent Non-executive
Director
Madeleine Cosgrave
Independent Non-executive
Director
Richard Akers
Senior Independent
Director
Key
Audit Committee
Nomination Committee
Remuneration Committee
Committee Chair
Sian joined the Shaftesbury Capital
Board in September 2024 as
an Independent Non-executive
Director. Sian is an experienced
non-executive director in the private
retail, fashion and beauty sectors.
Since 2014, Sian has been a Senior
Advisor to Rothschild & Co in the
Global Advisory Division, where she
previously held a number of senior
executive roles specialising in retail
and luxury M&A.
Skills, experience and
contribution
Sian has over 35 years’ experience
as a board member, adviser and
investor in the retail and luxury
sectors, both in the UK and
overseas. This extensive expertise
and her experience as a non-
executive director allow Sian to
contribute valuable commercial
insights to the Board’s discussions.
External appointments
Chair of Strathberry Group Limited
and Fenwick Limited, and a Non-
executive Director of ASC Regenity
Limited (trading as Augustinus
Bader) and Lyma Life Limited.
Senior Advisor to Rothschild & Co
in the Global Advisory Division.
Member of the Executive Board
of the British Fashion Council,
a member of the International
Advisory Board of Brown Advisory
and a Trustee of The Barbican
Centre Trust.
Year of first appointment:
2024
Sian Westerman
Independent Non-executive
Director
107
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
57%
Board independence
(excluding Chairman)
100%
Board and Committee meeting
attendance
43%
Female Directors
Corporate governance report
108
Shaftesbury Capital PLC | 2024 Annual Report
Leadership and purpose
An overview of how the Board monitors purpose and
culture, and of the Board’s key activities throughout the
year and its governance framework
― Chairman’s introduction
― The Board
― How the Board monitors culture and employee
engagement
― The role of the Board and its Committees
― Principal Board activities in 2024
― Section 172(1) statement
― Conflicts of interest
― How we behave
― Relations with shareholders
― Shareholders’ and stakeholders’ views
― Corporate website
― Annual General Meeting
― Independence and effectiveness
See more about our approach to leadership and purpose
on pages 110 to 125.
Composition, succession
and evaluation
Sets out our consideration of Board composition and
succession planning, recruitment and induction of Directors,
and describes the Board evaluation
― Board diversity
― Board skills
― Non-executive Director tenure
― Nomination Committee report
― Director recruitment, induction and development
― 2024 Board evaluation process
See more on our approach to composition, succession and
evaluation on page 126 and pages 127 to 131.
Division of responsibilities
Describes the roles of the Directors and how the Company
ensures Director independence
― Roles and responsibilities of the Directors
― Independence and effectiveness
See more on our approach to division of responsibilities
on page 114 and pages 124 to 125.
Remuneration
Outlines our remuneration policies, which support our
strategy and promote the long-term sustainable success
of the business
― Directors’ remuneration report
― Directors’ Remuneration Policy
― Annual report on remuneration
See more on our approach to remuneration on pages
138 to 161.
Compliance with the UK Corporate Governance Code 2018
(the “2018 Code”)
The Board considers it has complied in full with the 2018 Code throughout the year ending 31 December 2024. The Corporate
governance report on pages 104 to 164 sets out how the Company has complied with the principles and provisions of the
2018 Code.
Since 1 January 2025, the Company has been subject to the UK Corporate Governance Code 2024 (the ”2024 Code”) and will
report on its compliance with the principles and provisions of the 2024 Code in its 2025 Annual Report.
Audit, risk and internal control
Explains the role of the Audit Committee in overseeing the
integrity of the financial statements and the risk management
and internal control systems
― Audit Committee report
See more on our approach to audit, risk and internal control
on pages 132 to 137.
Overview - Governance
Covent Garden Market Building
109
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report
Dear Shareholder
I am pleased to introduce our Corporate governance report for
the year ended 31 December 2024.
Overview and dividend
The year was one of strong performance for Shaftesbury
Capital against a challenging economic backdrop. Since
completion of the merger in March 2023, we have delivered
significant progress against the priorities we set ourselves. In
2024 we delivered growth in cash rents and ERV in line with our
medium-term targets. Our portfolio value is up 4.5 per cent,
driven by our leasing and asset management activity. £158.4
million has been realised through disposals and £82.9 million
redeployed in accretive acquisitions, with an encouraging
pipeline. We continued to identify and implement operational
efficiencies, contributing to the growth in underlying earnings
and dividends. The sector as a whole continues to trade at a
discount to net asset value, but I would hope that investors
would recognise the excellent performance of the Shaftesbury
Capital team in the near future. Total shareholder return for
2024 was -6.9 per cent. The Board is recommending a final
dividend of 1.8 pence per share, bringing the total dividend
for the year to 3.5 pence per share. We continue to evolve
the capital structure through refinancing activity extending the
debt maturity profile. We are well-positioned, with access to
significant liquidity to take advantage of market opportunities.
During the year, an important focus for the Board was
the evolution of our corporate culture and the steps that
management took to embed this and our values across our
operations and business. We aim to ensure that we offer a
collaborative environment where the customer is at the heart
of the business and our people are inspired to give their best to
contribute to the Company’s success. The strong results of our
first employee survey were an endorsement of the attention
that has been given to this important area.
Board and Committee changes
As explained in my letter last year, following delivery of a
number of post-merger integration activities and the departure
of our former Chief Operating Officer in December 2023,
which resulted in a reduced executive team, it was agreed that
a smaller Board would better reflect the Company’s move
towards a more efficient organisational structure.
During the year, following the departure of three Non-executive
Directors in January, and consideration of the appropriate
balance of diversity, skills, succession and experience needed
by the Board, two new independent Non-executive Directors,
Madeleine Cosgrave and Sian Westerman, were appointed,
with experience in the property, luxury and retail markets.
Non-executive Director Charlotte Boyle stepped down from
the Board with effect from 31 August 2024 following Sian’s
appointment.
On behalf of the Board, I would like to thank Charlotte for her
significant commitment and contribution to the Board over
the seven years of her appointment. Her support, insight and
expertise were greatly valued.
Succession planning is an important part of our strong
corporate governance framework, and the Nomination
Committee will continue to develop and monitor succession
plans at both Board and senior management level.
Board evaluation
As we undertook an external Board evaluation in 2023, it was
agreed that an internal Board evaluation should be undertaken
in 2024. I am pleased to report that the findings of the review
were positive, with significant progress recognised as having
been made since the merger. Details of the process and findings
of the review are on page 131.
Engaging with our shareholders
In addition to our extensive investor relations programme
led by Ian Hawksworth and Situl Jobanputra, during 2023
and early 2024 our Remuneration Committee offered to meet
with shareholders holding over 55 per cent of our register to
explain the outcome of a review of remuneration undertaken
following the merger. We will be seeking shareholder approval
of a new Directors’ Remuneration Policy at our 2026 AGM and
will therefore engage with our shareholders on the Committee’s
proposals over the course of the coming year.
Environment Sustainability Community
As reported last year, following the integration of responsibility
for our sustainability processes into our real estate investment
management team, at our February 2024 Board meeting it was
agreed that ongoing oversight of environment, sustainability
and community (“ESC”) matters, including climate-related risks
Jonathan Nicholls
Chairman
Leadership and
purpose
Chairman’s introduction
“There has been positive performance and progress
since merger, delivering against our medium-term
priorities, growing earnings, dividends, cash flows,
valuation and NTA.“
110
Shaftesbury Capital PLC | 2024 Annual Report
and opportunities and implementation of the Group’s ESC
Strategy and Net Zero Carbon commitment, should be a matter
for consideration by the whole Board, and as a result we
dissolved our former ESC Board Committee.
We published our initial combined Net Zero Carbon Pathway
in 2023, following the completion of the merger. During 2024
we revalidated our baseline figures and reset our targets to
meet the requirements of the SBTi, including setting a new
long-term carbon reduction target. To reflect the reduced level
of offsetting permitted, the Board has approved a revised Net
Zero Carbon target date of 2040. Our targets were validated
by the SBTi in January 2025 and our updated Net Zero Carbon
Pathway is available on our corporate website.
As long-term stewards of our estates we have a strong track
record of supporting the local community and building long-
term relationships with our partners. During 2024, following a
thorough review of our community investment activity and a
local needs analysis, the Board approved a new Community
Investment Strategy with a primary focus on local employment
and the adoption of metrics to measure our impact. Our first
community impact report is available on our corporate
website.
UK Corporate Governance Code 2024
The Board has considered the requirements of the 2024 UK
Corporate Governance Code to ensure that it is compliant
with those parts which came into force on 1 January 2025.
Alongside this, work is being undertaken to ensure that we are
prepared to report on Provision 29, which relates to internal
controls, and will apply to our accounting period beginning on
1 January 2026.
Looking ahead
Whilst macroeconomic uncertainty remains, the Company
enters 2025 with great potential. We are focused on delivering
on our priorities by growing rents, valuation, earnings and
dividends. As long-term responsible owners, we are committed
to implementing our ESC Strategy, including achieving Net Zero
Carbon by 2040. Shaftesbury Capital is very well-positioned
to deliver attractive long-term returns as the leading central
London mixed-use REIT.
Board members and meeting attendance
Number of meetings held: 7
Number of meetings
attended
Chairman
Jonathan Nicholls
7/7
Executive Directors
Ian Hawksworth
7/7
Situl Jobanputra
7/7
Non-executive Directors
Richard Akers
7/7
Ruth Anderson
7/7
Madeleine Cosgrave1
2/2
Sian Westerman1
2/2
Charlotte Boyle2
5/5
Helena Coles3
0/0
Anthony Steains3
0/0
Jennelle Tilling3
0/0
1. Madeleine Cosgrave and Sian Westerman were appointed to the
Board on 1 August 2024 and 1 September 2024, respectively, and
could only attend a maximum of two meetings.
2. Charlotte Boyle stepped down from the Board on 31 August 2024 and
was only able to attend a maximum of five meetings.
3. Helena Coles, Anthony Steains and Jennelle Tilling stepped down from
the Board on 31 January 2024. No meetings were held in 2024 prior to
their departure.
My thanks to the team
The Company’s performance relies on the efforts of our
employees and I would like to thank everyone for their
commitment and hard work during the course of 2024.
Jonathan Nicholls
Chairman
26 February 2025
111
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report
The Board
The Board is collectively responsible for the long-term success
of the Company, and for its leadership, purpose, strategy,
culture, values, standards, control and management.
Day-to-day management of the Group is delegated to the
Executive Directors, subject to formal delegated authority
limits; however, certain matters have been reserved for Board
approval. These matters are reviewed annually and include
strategy, corporate reporting, significant funding decisions and
corporate transactions, the ESC Strategy, Net Zero Carbon
commitments, risk appetite, the Modern Slavery and Human
Trafficking Statement, delegated authority limits, material
policies including those on dividends and tax, and Board
and Committee composition.
Board composition
As at 31 December 2024, the Board comprised the Chairman,
the Chief Executive, the Chief Financial Officer and four Non-
executive Directors. Biographies of each of the Directors on the
Board at the date of this report and their membership of the
Committees can be found on pages 106 to 107, and additional
information on the Directors’ skills, experience and background
is included on page 126.
Board operations in 2024
The Board met formally throughout the year. Main meetings were
timed around the financial calendar, with an annual strategy
session in October, and additional meetings convened, or
communications sent, as appropriate. Attendance at meetings
of the Board and Committees held during 2024 is shown
on page 111 for the Board and in the Committees’ reports
on pages 128, 133 and 141. Board papers are circulated in
advance of meetings, to ensure that Directors have sufficient
time to consider their content prior to the meeting. If matters
require approval at short notice, written approval is sought
from the Directors.
The Chairman and Non-executive Directors regularly spend
time at the Company’s head office, and maintain regular
contact with the Chief Executive, the Chief Financial Officer and
members of senior management. During the year, the Chairman
meets with the Non-executive Directors without the Executive
Directors being present.
As matters that require the Board’s decision are often complex
and evolve over a period of time, informal update meetings are
held, and regular updates are provided by the Chief Executive
between scheduled Board meetings, to allow Board members
adequate time to explore, understand and challenge matters
under consideration.
During 2024, the Board received regular updates on business
performance, the property portfolio, operations, finance,
ESC and people from the Executive Directors and senior
management in each business area. In addition, reports
from the General Counsel, the Company Secretary and the
Chairmen of the Committees are considered at each formal
Board meeting. The table on pages 116 to 117 shows the key
areas considered by the Board during the year.
The Board establishes the Group’s:
and ensures that they are aligned with the Group’s culture.
Shaftesbury Capital promotes high standards and a high-performance, professional, entrepreneurial
and inclusive culture, reflective of our business strategy and values.
Read more on pages 113 and 122.
Values
Our values are to:
–
Take a responsible,
long-term view
–
Act with integrity
–
Take a creative approach
–
Listen and collaborate
–
Make a difference
Read more on pages 16 and 100.
Strategy
Our strategy is to deliver long-term
income and value growth from
our unique portfolio of properties
through investment, curation and
responsible stewardship, benefiting
all stakeholders and contributing to
the success of the West End.
Read more on pages 16 and 17.
Purpose
Our purpose is investing to create
thriving destinations in London’s
West End where people enjoy
visiting, working and living.
Read more on pages 16 and 17.
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Shaftesbury Capital PLC | 2024 Annual Report
How the Board monitors culture
and employee engagement
Our purpose and values form the basis of our culture, and together are
fundamental to the way we operate. Our people are central to our culture and
critical in delivering our strategy. The Board and senior management recognise
that culture comes from the top, and consider regular feedback to ensure that
the culture is embedded within the business.
Key ways in which we have sought to embed our values, and the
ways Directors have monitored our culture, this year included:
― The Board received a report from the Head of HR on the
results of the first employee survey, and discussed the
findings and identified actions.
― The Chief Executive, CFO and members of the Executive
Committee, supported by the Head of HR, led Company-
wide meetings to provide business updates to employees,
including on strategy, financial performance and targets,
customer engagement and the employee survey. These
meetings provided the opportunity for employees to
ask questions.
― The Chief Executive holds regular informal sessions with
employees which provide a forum for relaying the Group’s
priorities and allowing team members to ask questions.
― The Non-executive Directors were taken on tours of the
portfolio by the asset management and leasing teams.
― Richard Akers and Charlotte Boyle attended the Employee
Engagement Forum, which is made up of a wide range
of employees in terms of role, seniority and experience.
Matters discussed included the Company’s purpose, culture
and values, priorities and targets, integration, communication
and the results of the employee survey.
― Members of the senior leadership team join Executive
Committee meetings on a regular basis. Any significant
informal feedback is reported to the Board by the
Executive Committee.
― The Chief Executive and Head of HR updated the Nomination
Committee on the leadership development programmes
delivered during the year, the goals of which aligned with the
Group’s values.
― The Remuneration Committee reviewed implementation of
the Group’s employee remuneration framework, ensuring
alignment of both Executive Director and employee
remuneration with the Group’s values.
― Senior managers across the Group joined the Directors at
the October Board Strategy Day dinner.
― Core governance policies are reviewed annually by the
Board and employees are required to complete a variety of
e-learning modules on a regular basis. Completion levels are
reported to the Board.
― Feedback from the internal and external auditors on their
interactions with operational and finance teams is provided
directly to the Audit Committee.
― Our Whistleblowing Policy, applicable to all employees,
encourages openness in reporting concerns. Contacts
available under the policy include the Chairman of the Audit
Committee. Any reports would be investigated and reported
to the Board. No reports were made during the year.
Informal session with the Chief Executive
113
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report
The role of the Board and its
Committees
The Board
Led by Jonathan Nicholls
Executive Committee
Led by Ian Hawksworth
Audit Committee
Led by Ruth Anderson
Executive Risk Committee
Led by Ian Hawksworth
Nomination Committee
Led by Jonathan Nicholls
Health & Safety Committee
Led by Alison Fisher
Remuneration Committee
Led by Richard Akers
Disclosure Committee
Led by Situl Jobanputra
ESC Management Committee
Led by Andrew Price
7 meetings
– Sets Group strategy
– Oversees the alignment of the Group’s purpose, culture and
values, strategy and risk
– Considers the balance of interests between stakeholders for the
long-term success of the Group
– Oversees the Group’s governance and the implementation of the
Group’s ESC Strategy
– Holds ultimate oversight and responsibility for the management of
climate-related risks and opportunities
– Works on implementation of the Company’s business plan
– Monitors operational performance
– Reviews financial performance
4 meetings
– Oversees the Group’s valuation and
financial reporting processes
– Reviews the adequacy and effectiveness
of internal controls and risk
management systems
– Reviews the independence and
effectiveness of the internal and external
auditors
Audit Committee report: pages 132 to 137.
Meets at least
4 times a year
– Reviews and monitors
the Group’s principal and
emerging risks
– Oversees the
effectiveness of
the Group’s risk
management systems
Risk management: pages 59
to 61.
Principal risks and
uncertainties: pages 61 to 65.
Climate-related risks and
opportunities: pages 66 to 74.
3 meetings
– Reviews the structure, size and
composition of the Board and its
Committees
– Oversees succession planning and
development of a diverse pipeline of talent
at Board and senior management levels
– Makes recommendations about
appointments to the Board
Nomination Committee report: pages 127
to 131.
Meets at least
4 times a year
– Oversees occupational
health, safety and
well-being
– Monitors the Group’s
policy and performance
against best practice for
health and safety
Health, safety and security:
page 103.
4 meetings
– Determines the Remuneration Policy
for the Executive Directors and sets
the remuneration for the Chairman and
designated senior management
– Ensures there is a link between culture,
performance and remuneration
– Monitors employee remuneration and
related policies
Remuneration Committee report: pages
138 to 161.
Meets regularly
throughout the year
– Monitors the status of
potential inside information
in the business
– Ensures disclosure
requirements are met
and that appropriate
records are maintained
in respect of inside
information
Meets at least
4 times a year
– Considers ESC matters
including strategy,
policies, Net Zero
Carbon Pathway and
community initiatives and
makes recommendations
to the Executive
Committee
– Monitors implementation
of and performance
against the Group’s ESC
objectives and targets
Sustainability: pages 78
to 99.
– Reviews and prioritises resourcing in the Group
– Considers matters referred from below the Executive Committee
Meets formally at least every quarter
Board activities: pages 116 to 117.
Division of responsibilities of Directors: page 124.
Directors’ biographies: pages 106 to 107.
114
Shaftesbury Capital PLC | 2024 Annual Report
115
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report
The Board met formally seven times during the year. A number
of other matters were approved by written resolution of the
Board. At every scheduled Board meeting, the Board receives
updates from the Executive Committee, the General Counsel
and the Company Secretary on the operating environment,
portfolio activities (including sustainability and stakeholder
engagement), financial performance and prospects, health
and safety, employees, legal matters and governance. The
Executive Committee members attend each meeting and other
employees from across the business may be invited to join
meetings to present topical updates.
The table below and and on the adjacent page provides
examples of matters considered during the year.
Strategy
― Regularly considered the macro environment.
― Considered and approved key strategic priorities,
strategic proposals, and performance metrics.
― Received updates on performance against the
Company’s medium-term targets.
Finance, tax and corporate reporting
― Approved the half year and year end results,
including consideration of the Going Concern
and Viability Statements.
― Approved the 2023 Annual Report.
― Approved the 2024 Annual General Meeting and the
November 2024 trading updates.
― Approved the 2025 budget and reviewed the medium-
term financial projections.
― Approved a £75 million term loan, the refinancing of
the £300 million revolving credit facility, the extension
of the £350 million senior unsecured loan facilities,
the repayment of £95 million of private placement
unsecured loan notes and the novation of interest
rate hedging arrangements.
― Approved the updated Tax Strategy.
― Approved the 2023 final dividend of 1.65 pence paid in
May 2024 and the 2024 interim dividend of 1.7 pence
paid in October 2024.
Principal Board activities in 2024
Stakeholder engagement
― Received updates on the business’ customer strategies,
including the first customer survey.
― Received regular updates on investor relations activity
and matters raised by shareholders.
― Received updates on the results of the first
employee survey.
― Considered the impact of business decisions on a wide
range of stakeholders.
― Received feedback on meetings with various stakeholders.
Governance
― Approved the appointments of Madeleine Cosgrave and
Sian Westerman as Non-executive Directors.
― Approved revised/new corporate policies, including
new Health and Safety Policy, and Committee terms
of reference.
― Received updates from the Chairman of each of the
Audit, Remuneration and Nomination Committees.
― Approved the AGM resolutions.
― Approved the 2024 Modern Slavery and Human
Trafficking Statement.
― Approved the external appointments of all Directors.
― Considered the findings of the Board evaluation.
― Received updates on legal and governance
developments including the 2024 Code and the
Economic Crime and Corporate Transparency Act 2023.
116
Sustainability
― Received updates on the development of the updated
ESC Strategy and policies and performance against
sustainability targets.
― Considered climate-related risks and opportunities.
― Approved amendments to Shaftesbury Capital’s Net Zero
Carbon Pathway reflecting the requirements of the SBTi.
― Approved new Community Investment Strategy.
Risk management and internal control
― Approved the Group Risk Management Policy and
Framework and the Board’s risk appetite in respect of
each principal risk.
― Considered the principal and emerging risks following
review by the Executive Risk and Audit Committees,
and the risk disclosures for the half year and full year
results.
People and culture
― Received feedback from the Employee Engagement
Forum.
― Received updates from the Head of HR and the
Chairman of the Nomination Committee on the
leadership development programmes delivered
during the year.
― Received updates on the results of the first
employee survey.
― Received updates on completion of the integration
of teams and systems following the merger.
― Received updates from the Chairman of the Remuneration
Committee on Board and employee remuneration,
including non-financial performance metrics.
Operations
― Approved the acquisition of properties on James
Street and the disposal of the majority of the Fitzrovia
portfolio and certain other properties.
― Approved the sale of the Group’s interest in the
Longmartin associate.
― Received updates on the restructuring of the property
team to focus on Group-wide investment and operations.
― Received updates on investment market, valuations,
occupier trading conditions, rent collection levels,
leasing activities, marketing strategy and vacancy levels.
― Received updates on operational strategy, customer
strategy and health and safety.
― Received updates on acquisitions and disposals which
did not require Board approval.
117
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report
Engagement with stakeholders
The Board principally engages directly with employees and
shareholders but is also kept apprised of engagement with
other stakeholders through a combination of reports from the
Executive Directors, members of the Executive Committee and
senior management, and advisers to understand the views
of the Group’s stakeholders on day-to-day operations. On
pages 44 to 49, we outline the ways we have engaged with
key stakeholders and the outcomes of that engagement.
Methods used by the Board
The main methods used by the Board to perform its duties
under section 172(1)(a) to (f) of the Companies Act 2006
(“s172(1)”) include:
― Oversight of the Group’s purpose, strategy and values,
and their alignment with our culture.
― Consideration of the Group’s risk appetite, principal risks
and risk mitigation.
The Board confirms that during the year under review it acted in the way that it considered,
in good faith, would be most likely to promote the long-term success of the Company for the
benefit of its members as a whole, and in doing so had regard to the matters set out in section
172(1)(a) to (f) of the Companies Act 2006.
― Oversight of employee resourcing and well-being.
― A dedicated section within each Board approval paper
setting out the likely impact of any proposal on the
relevant stakeholders.
― Review of stakeholder engagement undertaken by
the Executive Committee and the wider team across
the business.
― Consideration of stakeholder surveys.
― External assurance received from the auditors and reports
from brokers and advisers.
Whilst it is not always possible to meet the preferences of all
stakeholders, the Board aims to ensure that all relevant factors
are considered before a decision is taken. Some examples
of how the Board considered stakeholder interests and the
matters set out in s172(1) during 2024 are shown in the table
on the adjacent page. Other examples of how the Board has
considered stakeholder interests and s172(1) matters are
included in the section “How the Board monitors culture and
employee engagement” on page 113.
Our section 172(1) statement
Community investment and engagement
118
Examples of the Board΄s consideration of stakeholder interests and matters set out in s172(1) in 2024 are shown below.
Key matters
Board considerations
Outcomes
Customer
focus
The Company places the customer at the heart of the
business. During 2024 the Board gave renewed focus to
this area in order to maintain strong relationships and the
provision of appropriate levels of service.
During the year, the property
team was restructured to
allow greater customer
focus. We also worked with
our outsourced providers
to ensure that our expected
standards were delivered,
and a customer survey
was launched.
Strength of
balance sheet
Maintaining a strong capital structure is a key part of the
Company’s strategy. The Board therefore considers the
Company’s financing structure and debt maturity profile on
a regular basis to ensure that a strong balance sheet and
access to sufficient liquidity are maintained.
The financial stability of the Company is important to a wide
range of stakeholders. In considering financings, the views
of investors and the negotiation of the terms available from,
and relationships with, different finance providers are given
particular consideration by the Board.
During the year the Board
considered medium-term
funding and refinancing
options and approved matters
including new or replacement
finance arrangements totalling
£375 million, the extension
of the £350 million senior
unsecured loan facilities,
and the repayment of £95
million of private placement
unsecured loan notes.
Acquisitions
and disposals
Asset rotation through capital recycling is one of the
Company’s priorities and we maintain an active and
disciplined approach to capital allocation.
The Board gives thorough consideration to proposed
acquisitions and disposals, so that anticipated returns, risks
and opportunities are balanced. The Board also considers
the impact of proposals on a range of stakeholders who
include tenants, the local community and local authorities.
During the year the Board
approved a number of
acquisitions and disposals
including the acquisition of
25-31 James Street and the
disposal of properties within
the Fitzrovia portfolio.
Purpose,
culture
and values
The Board remains committed to embedding our culture
and values within the business and receives regular updates
on this from management throughout the year.
The Board was briefed on
the outcomes of the first
employee survey and the
identified actions, and received
feedback from the Employee
Engagement Forum.
Environmental,
social and
community
impact
Shaftesbury Capital maintains its commitment to
sustainability, with the Board as a whole having
responsibility for oversight and leadership of this area.
During the year, as our ESC programme evolved, the Board
was briefed on the factors that underpinned the need to
review the Company’s Net Zero Carbon target date, and
the fact that the new Pathway does not significantly change
the impact for the Company’s stakeholders. The Board also
considered ways in which the impact of the Company’s
community investment activities could be improved.
The Board approved an
updated Net Zero Carbon
Pathway and a new Community
Investment Strategy.
Visitors
Employees
Shareholders
Customers
Partners
Finance providers
Suppliers
Local
communities
Key
119
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Our section 172(1) statement
s172(1) factors
Relevant disclosures
Pages
a. The likely
consequences of
any decision in the
long term
Our competitive strengths
Chief Executive’s statement
Our purpose-led strategy
Our business model
Measuring performance
Portfolio and operating review
Stakeholder engagement
Non-financial and sustainability information statement
Sustainability report
Chairman’s introduction
Principal Board activities in 2024
10 to 11
12 to 15
16
17
20 to 21
32 to 43
44 to 49
77
78 to 99
110 to 111
116 to 117
b. The interests of
the Company’s
employees
Stakeholder engagement
Non-financial and sustainability information statement
Our people and culture
Diversity, equity and inclusion
Chairman’s introduction
How the Board monitors culture and employee engagement
Employee remuneration and related policies below the Board
44 to 49
77
100 to 101
101 and 130
110 to 111
113
138 to 140
c. The need to foster
the Company’s
business
relationships with
suppliers, customers
and others
Stakeholder engagement
Non-financial and sustainability information statement
ESC Strategy, approach and progress
Industry and supply chain collaboration
Modern slavery and human rights
Chairman’s introduction
Principal Board activities in 2024
How we behave
44 to 49
77
80 to 90
89
90
110 to 111
116 to 117
122
d. The impact of
the Company’s
operations on the
community and the
environment
Stakeholder engagement
Non-financial and sustainability information statement
Sustainability report
Our community
Chairman’s introduction
Directors’ remuneration report
44 to 49
77
78 to 99
97 to 99
110 to 111
138 to 161
e. The desirability
of the Company
maintaining a
reputation for
high standards of
business conduct
Our purpose-led strategy
Our business model
Stakeholder engagement
Risk management
Non-financial and sustainability information statement
Chairman’s introduction
Conflicts of interest
How we behave
Division of responsibilities
Independence and effectiveness
16
17
44 to 49
59 to 65
77
110 to 111
122
122
124
125
f. The need to act
fairly as between
members of
the Company
Stakeholder engagement
Relations with shareholders
Shareholders’ and stakeholders’ views
44 to 49
122 to 123
123
120
121
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Conflicts of interest
The Company’s Articles of Association allow the Board to
authorise any actual or potential conflicts of interest that may
arise from Directors’ external relationships or commitments.
Any potential conflicts of interest are declared at the start
of each Board meeting and a Director who has a conflict of
interest is not counted in the quorum or entitled to vote when
the Board considers the matter in which the Director has an
interest. On an annual basis, actual and potential conflicts are
formally reviewed in respect of both the nature of Directors’
external roles and their time commitment.
The external interests of new Directors are considered as part
of the recruitment process, and, if appropriate, authorised
by the Board on appointment. Any additional external
appointments are subject to Board approval, and are also
considered with regard to the nature of the role and time
commitment. This process was followed in approving Situl
Jobanputra’s external appointment as a Non-executive Director
of WH Smith PLC, which was effective from 1 March 2024, and
in approving Richard Akers’ new external appointment as the
Chairman of Miller Homes Limited, which was effective from
1 January 2025.
The Board considers these procedures to be working effectively.
How we behave
We aspire to the highest standards of business conduct based
on honesty, respect, integrity and transparency in everything
we do. Because we have a relatively small team of employees,
our Board and Executive Committee have a high degree of
oversight of the Group’s activities, policies and procedures.
While we do not have a specific human rights policy, our
expectations in this area are set out across a number of
our policies and procedures, and we expect suppliers, as a
minimum, to adhere to all applicable human rights, employment
and health and safety legislation and to comply with standards
and codes specific to their business.
We have formal compliance policies in place in relation
to anti-money laundering, anti-bribery and corruption, data
protection, fraud, tax evasion, gifts and hospitality, share
dealing, whistleblowing and conflicts of interest. All new
employees receive training on these policies as part of their
induction process, and annual e-learning refresher training is a
requirement for all employees. A formal compliance statement
relating to these policies is also required to be signed by
employees on joining and annually thereafter. In February 2025,
we published our latest Modern Slavery and Human Trafficking
Statement, which can be found on our website: https://www.
shaftesburycapital.com. This sets out the actions undertaken
during the year to prevent modern slavery and human
trafficking in our business and supply chain.
Our culture is open, honest and transparent, and our
employees are encouraged to speak up if they witness or
suspect any wrongdoing or behaviour which does not align
with our high standards. We have a formal Whistleblowing
Policy, under which employees and suppliers can report any
concerns either directly to our General Counsel, our Company
Secretary or the Chairman of the Audit Committee, or through
an independent hotline and online portal. Following receipt of
a whistleblowing report, we have procedures to ensure that an
appropriate investigation is undertaken. This policy is reviewed
by the Audit Committee and the Board annually.
Relations with shareholders
The Board considers the views of our shareholders and contact
with potential investors to be an important aspect of corporate
governance. An extensive investor relations programme is
run by the Chief Executive and the Chief Financial Officer,
involving members of the Executive Committee and the
Director of Commercial Finance and Investor Relations meeting
with investors and analysts throughout the year in a range
of formats. This includes results presentations, webcasts,
roadshows, one-to-one meetings, industry conferences and
property tours.
Board and Committee meetings
January
February
March
April
May
– Board meetings
– Audit Committee
– Nomination
Committee
– Remuneration
Committee
– Board update
– Board meeting
– Audit Committee
Key corporate events and
investor engagement
– Three Non-
executive
Directors step
down from 31
January
– 2023 year end
results
– Year end
results analyst
presentation
– 2023 Annual
Report
– 2023 year end
roadshow
– Acquisition of 25-
31 James Street
– Trading update
– 2024 Annual
General Meeting
– 2023 final cash
dividend of 1.65
pence per share
paid
Corporate governance report
Board and Committee meetings, key corporate events and investor engagement during 2024
122
Shaftesbury Capital PLC | 2024 Annual Report
All Directors were present at the 2024 Annual General Meeting
where shareholders were able to participate, ask questions
and vote.
As part of our regular investor relations programme, meetings
were held with UK and overseas existing and potential
institutional investors as well as with equity market analysts.
The Chief Executive, the Chief Financial Officer and senior
management have also led tours of our portfolio, which provide
existing and potential investors the opportunity to see our
destinations, understand our management strategy and meet
senior management.
During 2024, the Chairman and Non-executive Directors
engaged with shareholders on remuneration matters.
2024 investor relations calendar
February
― Results for year ended 31 December 2023
― Analyst presentation
March
― 2023 results roadshow
May
― Annual General Meeting
― Trading update
July
― Interim results for period ended 30 June
2024
― Analyst presentation
August
― 2024 interim results roadshow
November
― Trading update
Shareholders’ and stakeholders’ views
The Board receives regular updates on the Company’s major
shareholders’ and stakeholders’ views, and a dedicated section
on stakeholder impact is included in each Board approval
paper. More about the Company’s consideration of and
engagement with its stakeholders can be found on pages 44
to 49 and in the Company’s section 172(1) statement on pages
118 to 119.
June
July
August
September
October
November
December
– Board meeting
– Audit Committee
– Nomination
Committee
– Remuneration
Committee
– Board Strategy
Day
– Board meeting
– Audit Committee
– Nomination
Committee
– Remuneration
– Committee
– New £75 million
unsecured term
loan
– 2024 interim
results
– 2024 interim
results analyst
presentation
– New Non-
executive
Director
Madeleine
Cosgrave joins
from 1 August
– Non-executive
Director
Charlotte Boyle
steps down from
31 August
– 2024 interim
results roadshow
– New Non-
executive
Director Sian
Westerman
joins from 1
September
– Sale of interest
in Longmartin
associate
– 2024 interim
cash dividend of
1.70 pence per
share paid
– Trading update
– Refinancing of
£300 million
revolving credit
facility
The Board also receives regular updates from members of the
Executive Committee and the Head of HR on employee matters,
and receives updates from the Employee Engagement Forum.
During 2024, additional updates were provided about the
outcomes of the first employee survey since the merger.
Retail shareholders may raise questions through the Company
Secretary by email to cosec@shaftesburycapital.com.
Corporate website
Our corporate website (https://www.shaftesburycapital.com)
gives visitors access to Company information, annual reports,
results presentations and webcasts. There are also links to
our destination websites, contact details for shareholder
enquiries, and information about our whistleblowing hotline
and online portal.
Annual General Meeting
The 2025 Annual General Meeting of the Company will be
held on 22 May 2025 at 11.30 am (London time) at the London
offices of Herbert Smith Freehills LLP (the “AGM”). The AGM
notice will be issued to shareholders at least 20 working days
before the meeting, and will also be made available on the
Company’s website. Shareholders are requested to check
the website for the latest details concerning the 2025 AGM.
Separate resolutions will be proposed on each issue and, in
accordance with the UK Corporate Governance Code 2024
(the “2024 Code”), each Director will offer themselves for
election or re-election, as relevant.
Shareholders are advised to vote in advance of the meeting,
prior to the proxy deadline set out in the AGM notice.
Shareholders may submit any questions by sending an
email to cosec@shaftesburycapital.com and a response
will be provided.
The results of the votes on all resolutions will be
published on our website following the AGM.
123
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
The Board comprises the Non-executive Chairman, two
Executive Directors and four Independent Non-executive
Directors. There is clear division between Executive and Non-
executive responsibilities, which ensures accountability and
oversight. The Board has overall responsibility for governance
throughout the Group and is supported by the Company
Secretary and the General Counsel. The Chairman and
Non-executive Directors meet regularly without the Executive
Directors, and at least once a year the Non-executive Directors
meet without the Chairman.
The Board delegates some of its responsibilities to the
Nomination, Audit and Remuneration Committees. A description
of the work of these Committees can be found in their reports
on page 127, 132 and 138, respectively.
Each Committee has its own terms of reference, which are
available on our website and reviewed annually, and assesses
its effectiveness every year as part of the evaluation process
set out on page 131.
The Board also delegates operational matters to the Executive
Committee, except for certain matters which are reserved
for the Board. The Schedule of Board Responsibilities can be
accessed on our website.
The roles of Chairman, Chief Executive and Senior Independent
Director are separately held, well defined, set out in writing and
regularly reviewed by the Board. The terms of reference for
each role are available on our website.
Division of responsibilities
The roles of Board members and the Executive Committee
The following table sets out the key responsibilities of each individual or group:
Positions
Names
Key responsibilities
Chairman
Jonathan Nicholls
― Leading the Board in the consideration, challenge, support and oversight of
the Company’s strategy and its implementation, and monitoring the Group’s
risk profile.
― Overseeing succession planning at the Board level.
― Ensuring effective links between shareholders, other stakeholders, the Board
and senior management.
Chief Executive
Ian Hawksworth
― Developing and implementing the Company’s strategy and commercial objectives.
― Overseeing the financial and operational performance of the Group and
communication with the Board, employees and other stakeholders.
― Overseeing the skills, diversity, management development and succession of the
Group’s employees.
Chief Financial
Officer
Situl Jobanputra
― Working closely with the Chief Executive in developing and implementing the
Company’s strategy, and overseeing capital allocation, investment and key
transactions.
― Providing financial leadership, developing the Company’s business and financial
strategy, and managing the Company’s capital structure.
― Responsible for financial reporting, financial planning and analysis, investor
relations, treasury, tax and IT functions.
Non-executive
Directors
Richard Akers
Ruth Anderson
Madeleine Cosgrave
Sian Westerman
― Providing constructive challenge of the Executive Directors and monitoring the
delivery of the Company’s strategy within the risk management and internal
control frameworks set by the Board.
Executive
Committee
Ian Hawksworth
Situl Jobanputra
Michelle McGrath
Andrew Price
― Working on implementation of the Company’s business plan.
― Monitoring operational performance and reviewing financial performance.
― Reviewing and prioritising resourcing in the Group.
― Considering matters referred from below the Executive Committee.
All Directors have access to the advice and services of:
Positions
Names
Key responsibilities
Company Secretary Ruth Pavey
― Advising the Board on corporate governance matters and ensuring the smooth
flow of information within the Board and its Committees, and between senior
management and the Non-executive Directors.
General Counsel
Alison Fisher
― Providing legal advice and guidance to the Board.
― Reporting to the Board on corporate services activities, including HR and health
and safety.
Corporate governance report
124
Shaftesbury Capital PLC | 2024 Annual Report
Independence and effectiveness
In accordance with the 2024 Code, all Directors are subject to
annual election or re-election, as relevant, and at least half the
Board, excluding the Chairman, are Independent Non-executive
Directors. The Chairman was independent on appointment.
The Board believes that it and its Committees have the
appropriate combination of skills, experience and knowledge
to enable them to carry out their duties effectively. The
Nomination Committee keeps the tenure of all Directors, the
effectiveness of individual Directors, and Board diversity under
review. The Board considers all our Non-executive Directors
to be independent and free from any business or other
relationship which could materially interfere with the
exercise of their judgement.
Our Non-executive Directors remain independent from executive
management of the Company, and they meet regularly with the
Chairman to allow them the opportunity to discuss their
views privately.
The Board recognises the importance of each Director being
able to dedicate sufficient time to effectively discharge their
duties and responsibilities. The commitment expected is
considered by the Board on each Director’s appointment.
Where Directors take on additional external appointments,
these are approved by the Board subject to satisfaction
that the particular Director has sufficient time to carry out
their responsibilities in relation to the Company. The Board
approved the appoints of Situl Jobanputra as a Non-executive
Director of WH Smith PLC and of Rickard Akers as the
Chairman of Miller Homes Limited.
The key responsibilities of Board members are set out in the table
on the page opposite.
125
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Gender
Age
Board independence
Ethnic group
Board composition as at 31 December 2024
Board skills and tenure as at 31 December 2024
Board skills
Leadership
Real estate
Hospitality,
leisure, luxury,
fashion and retail
Environmental,
social and
community
Corporate
finance
Accounting/
finance
Fund
management/
financial markets
Ian Hawksworth
Situl Jobanputra
Jonathan Nicholls
Richard Akers
Ruth Anderson
Madeleine Cosgrave
Sian Westerman
Non-executive Director tenure
Year joined
2023
2024
2025 YTD
Length of time
(to 26 February 2025)
Chairman
Jonathan Nicholls1
2023
2 years
Non-executive Directors
Richard Akers1
2023
2 years
Ruth Anderson1
2023
2 years
Madeleine Cosgrave
2024
7 months
Sian Westerman
2024
6 months
1. Reflecting the legal structure, expanded portfolio and different management team, the Board has agreed that each Director΄s tenure should be calculated from the date
of the merger with Shaftesbury PLC.
Male (4)
Female (3)
57.14%
42.86%
Asian/Asian-British (1)
White British or other white
(including minority-white groups) (6)
14.29%
85.71%
50-54 (1)
55-59 (2)
60-64 (2)
65+ (2)
14.29%
28.57%
28.57%
28.57%
Chairman (1)
Executive Directors (2)
Non-executive Directors (4)
28.57%
57.14%
14.29%
Board skills, experience and
background
Corporate governance report
126
Shaftesbury Capital PLC | 2024 Annual Report
Jonathan Nicholls
Chairman
Composition,
succession and
evaluation
Nomination Committee report
“During 2024 the Committee continued to focus
on the evolution of the Board, ensuring that
we have the right balance of diversity, skills
and experience following the post-merger
integration of the business.”
Dear Shareholder
On behalf of the Nomination Committee, I am pleased to
present our 2024 report.
Overview
During the year, we focused on the composition of the Board
following the integration of the business. The Committee has
also taken a keen interest in the development of our team
below Board level.
Continued evolution of the Board
As reported last year, following delivery of a number of post-
merger integration activities, it was decided that a smaller
Board would be more effective and reflective of the Company’s
move towards a more efficient organisational structure.
During 2024, following the departure of three Non-executive
Directors in January, further consideration of the appropriate
balance of diversity, skills and experience for the Board, and
mindful of succession planning, it was agreed that two new
Non-executive Directors should be appointed, with experience
in the property, luxury or retail markets. The Committee
appointed executive search firm Russell Reynolds Associates
to assist with the recruitment and, following a full process, we
were pleased to recommend the appointment of Madeleine
Cosgrave and Sian Westerman to the Board. Non-executive
Director Charlotte Boyle stepped down from the Board with
effect from 31 August 2024 following the appointment of Sian.
Following these Board changes, I am pleased to report that
43 per cent of our Board directors are women. We remain
cognisant of the Listing Rules targets for at least one of the
roles of Chair, Senior Independent Director, Chief Executive
and Chief Financial Officer to be a held by a woman and the
Committee will include these targets in its consideration of
succession planning and the diversity, experience and skills
required for the Board.
Below-Board development, and
succession planning
During the year, the Chief Executive and our Head of HR
ensured that the Committee was kept up to date on the
development and succession planning initiatives in place
below Board level. These have included a number of talent
and leadership development programmes which have
operated across the business.
In line with the latest Parker Review recommendations for FTSE
350 companies, the Committee has maintained its target for
10 per cent of Executive Committee members and their senior
manager direct reports to identify with an ethnic minority
category by 2027. This target, and performance against it,
will be kept under review.
Jonathan Nicholls
Chairman of the Nomination Committee
26 February 2025
127
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Nomination Committee report
Nomination Committee at a glance
Nomination Committee members and meeting attendance
Number of meetings attended (3 held)
Jonathan Nicholls (Chairman)
3/3
Charlotte Boyle2
2/2
Richard Akers
3/3
Helena Coles3
0/0
Ruth Anderson
3/3
Anthony Steains3
0/0
Madeleine Cosgrave1
1/1
Jennelle Tilling3
0/0
Sian Westerman1
1/1
1. Madeleine Cosgrave and Sian Westerman were appointed to the Board and the Committee on 1 August 2024 and 1 September 2024, respectively, and could
only attend a maximum of one meeting.
2. Charlotte Boyle stepped down from the Board and the Committee on 31 August 2024 and was only able to attend a maximum of two meetings.
3. Helena Coles, Anthony Steains and Jennelle Tilling stepped down from the Board and the Committee on 31 January 2024. No meetings were held in 2024 prior
to their departure.
Key responsibilities of the Committee
― Monitors and reviews the structure, size and composition (including skills, knowledge, experience and diversity) of the
Board and its Committees.
― Ensures that there are appropriate plans in place for the orderly and effective succession of the Board and senior management.
― Oversees the development of a diverse pipeline for succession at Board and senior management levels.
― Keeps Directors’ skills, experience and independence under consideration.
― Leads the process for Board appointments and makes recommendations to the Board.
― Reviews the time commitment expected from Directors.
― Oversees the Board evaluation process.
How the Committee operates
The Nomination Committee comprises Independent Non-executive Directors. At the beginning of the year, the members of
the Committee were Jonathan Nicholls (who is Chairman of the Committee), Richard Akers, Ruth Anderson, Charlotte Boyle,
Helena Coles, Anthony Steains and Jennelle Tilling. Helena Coles, Anthony Steains and Jennelle Tilling stepped down from
the Board and the Committee on 31 January 2024 and Charlotte Boyle stepped down from the Board and the Committee
on 31 August 2024. Madeleine Cosgrave and Sian Westerman were appointed to the Board and the Committee on 1 August
2024 and 1 September 2024, respectively.
The biographies set out on pages 106 to 107 demonstrate the diversity of experience of the Committee members.
Independent executive search firms are engaged to assist in Executive and Non-executive Director succession planning
and appointment processes, as appropriate. Russell Reynolds Associates was engaged as the external search agency to
assist with the recruitment of the Non-executive Directors appointed during the year. Russell Reynolds Associates has no
connection with the Company or any individual Director, other than to assist with the Non-executive Director recruitment
process.
In making recommendations to the Board on Non-executive Director appointments, the Nomination Committee specifically
considers the expected time commitment of the proposed Non-executive Director, against the other commitments that they
already have external to the Company. Agreement of the Board is also required before a Director may accept any additional
commitments. This is to ensure that possible conflicts of interest are identified and that Directors will continue to have
sufficient time to devote to the Company’s affairs.
All Directors are subject to annual election or re-election, as relevant, in accordance with the 2024 UK Corporate Governance
Code. The Committee considers the skills, knowledge and level of performance of all Directors before making its
recommendation to the Board.
The Committee reviews its effectiveness and terms of reference annually.
128
Shaftesbury Capital PLC | 2024 Annual Report
Director recruitment process
The Committee considers Board composition and
determines desired skills and experience
A person specification is prepared
An executive search firm is appointed
A shortlist of candidates is identified
The Chairman and Chief Executive meet with shortlisted
candidates and provide feedback to the Committee
All Directors are given the opportunity to meet the
preferred candidate
The Committee makes a formal recommendation to
the Board
A tailored induction is provided to the new Director
Director recruitment, induction and
development
Our recruitment process for new Non-executive Directors
is set out in the graphic to the right. On joining the Board,
we provide an induction programme for each new Director,
which is tailored depending on the individual’s experience and
expected role on the Board. Our induction programmes include
individual meetings with the Chairman, Executive Directors,
General Counsel, Company Secretary and members of senior
management, together with participation in site tours and
meetings with the Company’s advisers, which may include the
internal and external auditors, brokers, valuers and lawyers.
We also provide copies of past Board papers and access to
a reference library which includes corporate information and
policies, information on directors’ duties and responsibilities
and other useful materials.
The Chairman and the Committees together ensure that
Directors keep their skills and knowledge up to date, to allow
them to fulfil their roles on the Board and Committees. The
General Counsel and Company Secretary regularly update
the Board on legal and corporate governance matters.
Directors are required to participate in the Company’s
mandatory training modules, and information on other training
opportunities and seminars is circulated to Directors. Directors
also receive periodic briefings from external advisers, and
Directors may take independent advice at the Company’s
expense where they feel this appropriate.
Diversity and inclusion
The Board recognises that diversity of experience and
perspective can bring benefits across the business.
Shaftesbury Capital’s Board Diversity and Inclusion Policy aligns
with the Committee’s aim of ensuring that the Board has the right
mix of skills and experience to deliver Shaftesbury Capital’s
strategy, and reflects the Board’s view of the benefits of diversity
which encompasses diversity in the broadest sense, i.e. not just
of gender or ethnicity, but also experience and skills.
At 31 December 2024, 43 per cent of our Board were women,
and we had one Director from a minority ethnic background.
Whilst our Audit Committee is chaired by a woman, our senior
Board positions are held by men. The Board considers that
quotas are not appropriate in determining its composition and
has, therefore, chosen not to set formal targets; however, it
keeps diversity under consideration in all aspects of Board
composition, including the Committees and senior Board
positions, and is conscious of the Listing Rule targets in making
all Board appointments.
In conducting searches, the Nomination Committee works
with executive search consultants that are required to provide
a diverse selection of candidates for Board appointments,
taking into account our Diversity and Inclusion Policy and the
Listing Rules targets, with selection based upon merit, objective
criteria and alignment with our values.
Below Board level, we are proud that we have strong
representation from female employees across the business,
which has been recognised in the latest FTSE Women Leaders
review. Our team is 63 per cent female and 54 per cent of our
senior management are female. Whilst all appointments are
made on merit and based on objective criteria, we recognise
that diversity includes, but is not limited to, gender, and we can
do more to promote wider diversity. This is an area on which
we will continue to focus.
Initiatives we support to promote diversity within the real estate
sector include:
― being a member of Real Estate Balance, and its NextGen
Committee, whose objective is to achieve a better gender
balance at board and executive management level in the real
estate industry, by supporting the development of a female
talent pipeline across the sector; and
― being a corporate sponsor of Freehold, and a member of
initiatives including AbilityRE, the British Property Federation
Diversity & Inclusion Champions network and the Business
Disability Forum.
Looking ahead, the Nomination Committee will continue to
develop and monitor succession plans at both Board and
senior management level, and keep under review both the
diversity of, and development programmes for, our talented team.
129
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Executive Committee (excluding
the Executive Directors)
45%
55%
Male (10)
Female (12)
63%
37%
Male (37)
Female (64)
50%
50%
Male (1)
Female (1)
Direct reports into
Executive Committee
All employees
Gender diversity as at 31 December 2024
Sex or gender identity of Board and Executive Committee as at 31 December 20241
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chairman)
Number in
executive
management
(ExCo)
Percentage
of executive
management
(ExCo)
Men
4
57%
4
3
75%
Women
3
43%
0
1
25%
Other categories
0
0%
0
0
0%
Not specified/prefer not to say
0
0%
0
0
0%
Ethnic background of Board and Executive Committee as at 31 December 20241
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chairman)
Number in
executive
management
(ExCo)
Percentage
of executive
management
(ExCo)
White British or other white
(including minority-white groups)
6
86%
3
3
75%
Mixed/multiple ethnic groups
0
0%
0
0
0%
Asian/Asian British
1
14%
1
1
25%
Black/African/Caribbean/
Black British
0
0%
0
0
0%
Other ethnic group, including Arab
0
0%
0
0
0%
Not specified/prefer not to say
0
0%
0
0
0%
1. Data self-reported against the categories set out in UKLR 6 Annex 1R.
Corporate governance report | Nomination Committee report
130
Shaftesbury Capital PLC | 2024 Annual Report
Actions from the 2024
Board evaluation
The operation of the Board was rated highly in almost
all areas. Great progress had been made since the
merger in 2023, with the development of a positive
Board culture. The dynamic was expected to develop
further following the recent Non-executive Director
appointments. Agreed actions included:
Review stakeholder reporting to ensure the Board
receives a balanced overview
Consider the introduction of strategic
update briefings during the year
Review Board materials to ensure succinct,
clear reporting
2024 Board evaluation
The Chairman and Company Secretary considered
the approach to be taken and recommended that an
internal evaluation be undertaken, facilitated
by the Senior Independent Director and the
Company Secretary
The Nomination Committee approved the proposed
timing and overall approach
Each Director who had served on the Board from the
beginning of the year completed a questionnaire about
the operation of the Board and its Committees
Individual interviews were held with each Director
A report was prepared by the Senior Independent
Director and Company Secretary; its findings were
considered by the Board and a number of actions
were agreed
Richard Akers as Senior Independent Director
completed a review of the Chairman’s performance
Our Board evaluation process
In accordance with the recommendations of the UK Corporate
Governance Code 2018 and the UK Corporate Governance
Code 2024 we undertake a review of the effectiveness of
the Board’s performance and that of its Committees and
Directors every year, with an external evaluation held at least
every three years. As an external evaluation of the Board, its
Committees and individual Directors was undertaken in 2023,
it was decided that an internal evaluation would be undertaken
in 2024, facilitated by Richard Akers, our Senior Independent
Director, and the Company Secretary. The evaluation also
considered the effectiveness of individual Directors, with
feedback given to Directors by the Chairman of the Board,
and feedback given to the Chairman by Richard Akers as
Senior Independent Director, at the end of the process. In
accordance with our three-year cycle, it is expected that an
internal performance evaluation will also be undertaken for
the year ending 31 December 2025.
Progress against actions from the 2023
Board evaluation
Agreed actions
Consideration of the skills required for the Board in
connection with succession planning
Continued focus on succession and talent development
Increased reporting on non-financial metrics
Non-executive Directors to meet at the end of scheduled
Board meetings
Our progress
Review completed and new appointments made
The Board continues to focus on these areas
The Board has agreed non-financial KPIs
The Board has, instead, held a number of Board-only
dinners, and Committee-only sessions are held in advance
of Committee meetings
131
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Ruth Anderson
Chairman
Audit, risk and
internal controls
Audit Committee report
“The Committee’s role is to oversee the
Group’s financial reporting, systems of risk
management and internal controls, and the
internal and external audit relationships.”
Dear Shareholder
On behalf of the Audit Committee, I am pleased to present our
2024 report.
The Group’s significant accounting matters and key areas
of assumptions and estimates, together with an explanation
of how the Audit Committee addressed them, are outlined
on page 134. This is the first full year of reporting following
completion of the merger in 2023. Therefore, oversight of the
integration of accounting systems, internal controls and the
finance team continued to be a key focus for the Committee
during the year. The Committee received regular updates from
the Group Financial Controller on the changes implemented.
During the year, the Group received a letter from the Financial
Reporting Council (“FRC”) arising from its review of the Group’s
2023 Annual Report. No significant issues were identified
and the enquiry was concluded by the inclusion of enhanced
disclosure in this year’s Annual Report.
Prior to the Board’s approval of the 2024 Annual Report, the
Committee gave consideration to the Group’s going concern
assessment and Viability Statement, noting the maturity profile
of the Group’s external financing.
The valuations provided by the external valuers remain a key
determinant of the Group’s EPRA NTA, and so reviewing the
valuation process, and considering the valuers’ independence,
continues to be one of the Committee’s key responsibilities.
During 2024, in preparation for updated RICS rules on the
rotation of valuers, CBRE valued the whole Covent Garden
portfolio; the former Shaftesbury assets having previously been
valued by Cushman & Wakefield, with Cushman & Wakefield
continuing to value the remainder of the portfolio. In addition
to receiving presentations from valuers, the Committee was
briefed by the external auditor on their approach to auditing
the valuations and the digital tools that assist with this process.
Following the Committee’s consideration and challenge, we
were satisfied that the valuation process was robust, that the
valuers’ key assumptions were appropriate, and that all the
valuers remain independent and objective.
During the year the previous internal audit partner retired
from BDO LLP (“BDO”) and a new internal audit partner
was appointed. In addition, following routine rotation of the
PricewaterhouseCoopers LLP (“PwC”) external audit team,
a new audit partner will lead the external audit from 2025.
The Committee was updated on these changes as the year
progressed and I met with proposed new appointees before
the final appointments were approved.
Finally, during 2025 the Committee will monitor the work being
undertaken to ensure that the Company is ready to report on
Provision 29 of the 2024 UK Corporate Governance Code,
which relates to the Company’s risk management and internal
controls framework, and will apply to our accounting period
beginning on 1 January 2026.
Ruth Anderson
Chairman of the Audit Committee
26 February 2025
Corporate governance report
132
Audit Committee members and meeting attendance
Number of meetings attended (4 held)
Ruth Anderson (Chairman)
4/4
Charlotte Boyle2
3/3
Richard Akers
4/4
Helena Coles3
0/0
Madeleine Cosgrave1
1/1
Anthony Steains3
0/0
Sian Westerman1
1/1
Jennelle Tilling3
0/0
1. Madeleine Cosgrave and Sian Westerman were appointed to the Board and the Committee on 1 August 2024 and 1 September 2024, respectively, and could
only attend a maximum of one meeting.
2. Charlotte Boyle stepped down from the Board and the Committee on 31 August 2024 and was only able to attend a maximum of three meetings.
3. Helena Coles, Anthony Steains and Jennelle Tilling stepped down from the Board and the Committee on 31 January 2024. No meetings were held in 2024 prior
to their departure.
Key responsibilities of the Committee
― Monitors the integrity of the Group’s financial reporting and satisfies itself on significant accounting judgements,
assumptions and estimates made by management.
― Advises the Board on various statements made in the Annual Report, including those on viability, going concern, risks and
controls and whether, when read as a whole, the Annual Report is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s performance, business model and strategy.
― Reviews the work of the external auditor, internal auditor and valuers.
― Oversees the relationship with the external auditor and considers their reappointment, reports to the Committee, and their
performance, objectivity and independence, which includes the level of provision of non-audit services and fees.
― Oversees the relationship with the internal auditor and considers their reappointment, reports to the Committee, and their
performance, objectivity and independence.
― Reviews the Company’s systems of risk management and internal control, including financial, operational and
compliance controls.
― Reviews the Company’s Whistleblowing Policy and procedures.
― Reviews the reporting of the Group’s financial year end greenhouse gas and environmental data disclosures and its
TCFD disclosures.
How the Committee operates
The Audit Committee comprises Independent Non-executive Directors. At the beginning of the year, the members of the
Committee were Ruth Anderson (who is Chairman of the Committee), Richard Akers, Charlotte Boyle, Helena Coles, Anthony
Steains and Jennelle Tilling. Helena Coles, Anthony Steains and Jennelle Tilling stepped down from the Board and the
Committee on 31 January 2024 and Charlotte Boyle stepped down from the Board and the Committee on 31 August 2024.
Madeleine Cosgrave and Sian Westerman were appointed to the Board and the Committee on 1 August 2024 and
1 September 2024, respectively.
The biographies set out on pages 106 to 107 demonstrate the diversity of experience of the Committee members. Ruth
Anderson, as a chartered accountant with many years of senior financial experience, satisfies the requirement for at least
one member of the Committee to have appropriate, recent and relevant financial experience.
During the year, at the Chairman of the Audit Committee’s request, all or parts of meetings were attended by the Chief
Financial Officer, senior members of the finance team, the external auditor, the internal auditor, the valuers and other
external advisers. The Chairman, the Chief Executive and members of senior management, also attended all or parts
of meetings, as appropriate.
The Chairman of the Audit Committee meets regularly with the valuers, the external auditor and the internal auditor, without
management present, to discuss any matters which they may wish to raise.
Throughout the year, the Chairman of the Audit Committee met with the Chief Financial Officer and members of senior
management, as appropriate, to obtain a good understanding of key issues affecting the Group, which helped in her oversight
of the agenda and discussion at meetings.
The Committee reviews its effectiveness and terms of reference annually.
Audit Committee at a glance
133
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Audit Committee report
Significant accounting matters and key areas of assumptions and estimates
The most significant financial judgement in the preparation of the annual report is the valuation of the Group and its joint venture
property portfolio with further details explained below.
Subject
Issue
How the Audit Committee addressed the issue
Valuation of the Group and its joint
venture property portfolio.
Further information on the approach
taken by the valuers in valuing the
portfolio and a sensitivity analysis on
equivalent yields and ERV are set out
in note 12 to the financial statements.
For more information on portfolio and
operating review: see pages 32 to 43.
The valuation of the property portfolio
is a key determinant of the Group’s
EPRA NTA, as well as indirectly
impacting executive and employee
remuneration.
The valuation is conducted by
independent valuers. However,
valuations are inherently subjective
and require significant estimates to
be made including, but not limited to,
market yields, ERVs and void periods.
At 31 December 2024, the valuation of
the wholly-owned property portfolio
was £5.0 billion. The Group’s share of
the property portfolio held in the joint
venture was £65.3 million.
The Chairman of the Audit Committee met the
valuers, without management present, to review
the 30 June and 31 December 2024 valuations.
In addition Cushman & Wakefield and CBRE,
valuers of the wholly-owned portfolio, provided
detailed papers to the Committee in advance of
the July and February Committee meetings. The
valuers attended these Committee meetings and
the Committee was able to discuss their papers
and raise questions, including any changes in
methodology arising from the rotation of valuer
for the former Shaftesbury Covent Garden assets.
The Committee considered the underlying
assumptions used in the valuations and
questioned the valuers on how the changing
macroeconomic and interest rate environment,
as well as evidence of leasing transactions,
had impacted the valuations. The Committee
also considered analysis and commentary by
management and an assessment by the external
auditor. Following these reviews, the Committee
concluded that the valuers are objective and
independent, that the valuations had been carried
out appropriately, and that the disclosures in
respect of valuations were suitable for inclusion
in the Group’s financial statements.
In addition the Committee considered and challenged as
appropriate a number of other items that impacted the Group’s
financial statements, including:
― the accounting treatment of acquisitions of investment
properties via corporate vehicles and disposal of investment
properties, including held for sale classification;
― the accounting treatment for the disposal of our share in the
Longmartin associate;
― going concern and viability assessment;
― risk appetite and principal risks;
― assessment of internal controls and 2024 UK Corporate
Governance Code;
― use of alternative performance measures; and
― the recoverability and classification of investment in Group
companies and amounts owed by subsidiaries within the
Parent Company financial statements.
134
Shaftesbury Capital PLC | 2024 Annual Report
Financial reporting
2024 Annual Report
The Executive Directors have confirmed that they are not aware
of any material misstatements in the interim results and Annual
Report. The external auditor confirmed that it found no material
misstatements in the course of its work.
After reviewing reports from management, and following
discussions with the external auditor and valuers, the
Committee is satisfied that:
― the processes used for determining the values of assets and
liabilities have been appropriately reviewed and challenged,
and were sufficiently robust;
― the financial statements appropriately addressed the
significant assumptions and key estimates, both in respect
of the amounts reported and the disclosures;
― the Group has adopted appropriate accounting policies; and
― the external auditor, internal auditor and valuers remain
independent and objective in their work.
Viability and going concern
The Committee considered the Going Concern Statement in the
interim results and Annual Report, and the Viability Statement in
the Annual Report.
For more information on viability and going concern: see page 58
and pages 75 to 76.
Fair, balanced and understandable
The Board as a whole is responsible for determining whether
the 2024 Annual Report is fair, balanced and understandable,
and provides the information necessary for shareholders to
assess the Group’s performance, business model and strategy.
The Board asked the Committee to review the draft 2024
Annual Report and advise on whether these requirements
had been met.
In undertaking its review, the Committee discussed a report
from the Group Financial Controller covering the Annual Report
and considered whether the Annual Report, taken as a whole:
― explained how macroeconomic conditions had impacted the
Group’s operations and financial statements;
― had been open and honest about the challenges,
opportunities and successes throughout the year;
― provided clear explanations of our KPIs and how they link
to our strategy and remuneration;
― explained our business model, strategy and accounting
policies simply, clearly and precisely;
― incorporated clear signposting to additional information
where necessary;
― had a consistent tone throughout;
― appropriately reflected what had been reported and
considered by the Board throughout the year;
― provided the necessary information for shareholders to
assess the Group’s performance, business model and
strategy; and
― had been written in straightforward language, without
unnecessary repetition.
On completion of its review, the Committee identified no
material concerns to be raised with the Board, and concluded
that it was satisfied that the Annual Report was fair, balanced
and understandable and provides the information necessary
for shareholders to assess the Group’s performance, business
model and strategy.
Internal controls and risk
management
Risk, control and assurance
The Executive Risk Committee, chaired by the Chief Executive,
evaluates the Group’s strategic and emerging risks, associated
controls and mitigating arrangements, reporting to the Board
throughout the year. The Audit Committee receives regular
updates on the Executive Risk Committee’s conclusions.
As part of its review of the control environment, the Audit
Committee considers reports from management, the work
undertaken by external advisers and feedback from the
internal and external auditors. Key control observations,
exceptions and management actions are reviewed and
discussed. The Committee reports to the Board on its review of
the Group’s systems of risk management and internal controls.
Findings from the internal audit reviews and reports from
the Chief Financial Officer and Group Financial Controller
were presented to the Committee, and, on the basis of these
reports, the Committee considered the key controls to be
working effectively.
The Committee considered the new reporting requirements
of the 2024 UK Corporate Governance Code. During 2025,
the Committee will ensure that it complies with the FRC’s new
Audit Committees and the External Audit: Minimum Standard
publication, and will monitor the work being undertaken to
evaluate the Group’s internal control and risk management
systems to ensure that the Company is ready to report on
Provision 29 of the 2024 UK Corporate Governance Code,
which relates to the Company’s risk management and internal
controls framework, and will apply to our accounting period
beginning on 1 January 2026.
For more information on the Company’s risk management and
internal controls: see pages 59 to 61.
Internal audit
BDO is appointed to act as the Company’s internal auditor.
A five-year internal audit plan has been agreed, with detailed
plans for each year to ensure that key risk areas are
appropriately covered over the five-year period. Reviews
undertaken in the year included post-merger governance,
expenses, rent collection, financial management and
budgetary control, accounts payable, valuations, treasury,
cash management and bank covenants, insurance, project
management and legislative and regulatory compliance.
135
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Audit Committee report
The Committee reviews the work and effectiveness of the
internal auditor, the internal audit plan, any matters identified
as a result of internal audits, and whether recommendations
are addressed by management in a timely and appropriate
way. During the year the previous internal audit partner
retired and a new internal audit partner was appointed. The
Committee is satisfied that the internal auditor continues to be
independent and its services remain effective.
The internal audit partner has direct access to the Chairman
of the Audit Committee should he wish to raise any concerns
outside formal Committee meetings.
Financial Reporting Council review
During the year, the Group received a letter from the corporate
reporting review team of the FRC concerning its review of
the Group’s 2023 Annual Report. No significant issues were
identified, and the enquiry was concluded by the inclusion of
enhanced disclosure in this year’s Annual Report, specifically
for the parent company financial statements and other areas
highlighted by the FRC.
Task Force on Climate-Related
Financial Disclosures
The Committee has oversight of the Group’s ESC data and
reporting and received updates from the external auditor
and Head of Sustainability on sustainability reporting and
performance during the year. At the year end, the Committee
reviewed the draft TCFD disclosures setting out the Group’s
transitional and physical risks and opportunities relating
to climate change. In particular, the Committee reviewed
the short, medium, and long-term nature of the risks and
opportunities and considered that the approach adopted by
the Group in assessing these risks and opportunities remains
appropriate and reasonable.
For more information on the Company’s TCFD: see pages 66 to 74.
Cyber security
During the year, the Committee received updates in relation to
actions being undertaken to enhance cyber security, including
employee training and awareness.
Whistleblowing
The Committee reviews the Group’s Whistleblowing Policy
and procedures annually and reports on its findings to the
Board. The Group’s whistleblowing procedures include an
independent, confidential hotline through which employees
and third parties can anonymously raise a matter of concern.
Alternatively, employees and third parties can contact the
General Counsel, the Company Secretary or the Chairman
of the Audit Committee. During the year, no whistleblowing
instances were reported.
Oversight of audit quality
External auditor
The Company has complied with the provisions of the Statutory
Audit Services for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014.
The Committee has primary responsibility for overseeing the
relationship with the external auditor.
PwC was first appointed as the Company’s external auditor
in 2010, and, following a competitive audit tender process,
was reappointed as external auditor in January 2020. Andrew
Paynter has been the audit partner since January 2020 and the
2024 financial year is his final year of leading the audit. A new
audit partner has been appointed for the 2025 financial year.
At the 2024 AGM, shareholders reappointed PwC as the
external auditor for the year ended 31 December 2024 and
authorised the Audit Committee to determine the external
auditor’s remuneration.
Under current regulations, the Company is required to retender
the audit by no later than the 2030 financial year as the 2029
financial year is the last period that PwC are able to audit.
During the year, the Committee considered the depth
of discussions held with the external auditor and how it
had challenged the Group on its approach to significant
assumptions and estimates. The Committee was satisfied that
PwC had sufficiently challenged the Group throughout the year
and that its relationship with PwC was one of openness and
professionalism. The external audit plan, including updates
on risk assessment and areas of focus, is considered by
the Committee at each of its meetings and the Chairman of
the Audit Committee meets with the external audit partner
in advance of all Audit Committee meetings. Management
provides constructive feedback to the audit team during the
course of the year and the external audit partner also reports
to each Audit Committee without management present.
To ensure that the external auditor remains effective and
independent, the Committee reviews the performance of
the auditor and its independence annually.
Following the 2023 year end audit, the Committee assessed
the performance of the external auditor, the audit team’s
qualifications, expertise, resources and independence, and
the effectiveness of the audit process including the timeliness
of communication of audit matters. This assessment was
undertaken through discussions with the Chief Financial
Officer and Group Financial Controller and consideration of
the feedback given on the service provided by PwC during the
audit. PwC separately also confirmed its independence and
confirmed to the Committee that:
― it has internal procedures in place to identify any aspects of
non-audit work which could compromise its role as auditor
and to ensure the objectivity of the audit report;
― the total fees paid by the Group during the year do not
represent a material part of its fee income; and
― it considers that it has maintained audit independence
throughout the year.
136
Shaftesbury Capital PLC | 2024 Annual Report
In assessing PwC’s continued audit independence, the
Committee considered the level of non-audit fees. Factors
taken into account included:
― confirmation received that PwC did not perform any non-
audit services for the years ended 31 December 2023 and
31 December 2024 apart from the half year review noted in
the Audit fees section.
― the nature of the work undertaken by PwC and consideration
of the relevant independence threats and safeguards in
place; and
― consideration of whether all of the non-audit services
provided in the year were permissible under the FRC
Revised Ethical Standard 2024 (“Ethical Standard”);
The Committee concluded that:
― it was satisfied with PwC’s performance throughout the year,
the effectiveness of the external audit and the interaction
and communication between the auditor and the
Committee members;
― it was satisfied with the auditor’s qualifications, expertise
and resources; and
― it remained confident that PwC’s objectivity and
independence were not impaired by the provision of non-
audit services.
The Committee also considered the FRC 2023/24 Audit Quality
Inspection and Supervision Report for PwC issued in July 2024.
Audit fees
Fees payable to the external auditor for audit and non-audit
services are set out in note 5 to the financial statements.
The Committee’s policy is that non-audit assignments are not
awarded to the external audit firm if there is a risk that audit
independence and objectivity could be compromised. Under
our non-audit services policy, in line with the requirements
of the FRC’s Ethical Standard, other than in exceptional
circumstances non-audit fees should not exceed 70 per cent
of the audit fees over a rolling three-year period. The award
of any non-audit assignment to the auditor in excess of the
lower of £50,000 or 15 per cent of the estimated annual level
of the auditor’s fees at that time is subject to prior approval of
the Committee. Our Chief Executive or Chief Financial Officer
have authority to approve non-audit assignments to the auditor
below this threshold.
Non-audit fees were 10 per cent of audit fees in the year ended
31 December 2024 (2023: 11 per cent) and were 15 per cent
(2023: 27 per cent) of the average audit fee for the preceding
three years. The external audit fee for the audit of the joint
venture and associate was £45,000 (2023: £88,000). The
Group’s 50 per cent share of this was £22,500 (2023: £44,000).
Independence and reappointment
The Committee remains satisfied with the effectiveness of the
external audit and with its interaction with PwC. It also remains
confident that PwC’s objectivity and independence are not
impaired by the provision of non-audit services.
The reappointment of the external auditor is reassessed annually.
137
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Richard Akers
Chairman
Remuneration
Directors’ remuneration report
“The Committee’s focus in 2024 was
on implementing the Policy to ensure
outcomes are appropriately aligned with
operational performance and strategic
progress, stakeholders’ interests and the
Company’s culture.”
Dear Shareholder
I am pleased to present our 2024 Directors’ remuneration report.
2024 was our first full financial year following the merger of
Capco and Shaftesbury on 6 March 2023. In the prior year,
the Remuneration Committee’s focus was on the impact of the
merger on remuneration for Executive Directors and the wider
employee team. During 2024, the Committee’s time was spent
on implementing the Directors’ Remuneration Policy which was
approved by shareholders at the AGM in June 2023. This included
determining the terms of the 2024 annual bonus and PSP awards,
and the year end outcomes, to ensure pay is appropriately aligned
with performance and the stakeholder experience.
We were pleased to see 97 per cent of votes cast in favour of
the advisory vote on the remuneration report at the 2024 AGM.
We look forward to your continued support.
Business context
2024 was a year of positive financial and operational
performance against a challenging economic back drop.
The business delivered good progress against the medium-term
priorities that were set following the completion of the merger.
This has included 16.2 per cent growth in underlying earnings
driven by rental growth and cost savings, and 5.2 per cent
growth in EPRA NTA driven by portfolio valuation growth.
These financial outcomes have been accompanied by excellent
operational performance, with limited vacancy, high footfall,
continued customer sales growth, ERV and valuation growth.
The business has actively recycled capital, with £246.6 million
of asset disposals since merger with £86 million reinvested in
strategic acquisitions. A new customer survey was launched
during the year, to identify improvements across our operating
platform whilst providing excellent service to our customers
who are at the heart of our business.
The business has also maintained a strong balance sheet
with access to appropriate levels of liquidity, with financing
initiatives totalling £375 million completed during 2024. There
has been continued progress towards an efficient and effective
cost base, with a reduction of our EPRA cost ratio to 37 per
cent, having been over 50 per cent at the time of merger.
Responsible stewardship and delivery of the ESC strategy
continues to be a priority, with achievements including the
adoption of a new Community Investment Strategy, alongside
progressing against our sustainability targets. Our commitment
to our dynamic culture and values was reflected in the
feedback received from our first employee survey.
2024 incentive outcomes
2024 was an excellent year for Shaftesbury Capital, and
the strong performance summarised above is reflected in
the achievements against the financial and non-financial
performance targets set for our Executive Directors.
The 2024 annual bonus was based 75 per cent on financial
measures and 25 per cent on non-financial objectives. Total
Property Return (“TPR”) of 7.6 per cent was ahead of the Total
Return All-Property index, EPRA NTA per share of 200.2
pence increased by 5.2 per cent over the year, and underlying
earnings per share (“EPS”) increased by 11.1 per cent. This
resulted in all three metrics being ahead of threshold, although
below maximum. Altogether, our performance delivered 52 per
cent of the 75 per cent bonus opportunity allocated to these three
financial measures.
The non-financial element comprised objectives relating to
corporate strategy and goals, people, financial deliverables
and portfolio management. The Executive Directors performed
strongly against these objectives, delivering extensive
leasing and asset management activity, responsible financial
management, new employee and customer surveys, promoting
a positive and progressive working culture and championing
our ESC strategy, including development of a new Community
Investment Strategy and an updated Net Zero Carbon Pathway.
Performance against the non-financial targets for the Executive
Directors was assessed at between 85 and 93 per cent of the
25 per cent opportunity allocated to these measures, reflecting
each of the Executive Directors’ efforts.
The Committee believes the annual bonus outcome of
between 60.25 and 62.25 per cent of maximum for 2024 is
a fair reflection of the strong performance during the year.
No discretion was applied to the formulaic outcomes.
There were no Performance Share Plan (“PSP”) awards
capable of vesting based on performance for the year ending
31 December 2024. The first PSP awards for the combined
Corporate governance report
138
Shaftesbury Capital PLC | 2024 Annual Report
Incentive scheme performance measures
2025 annual bonus
2025 PSP
EPRA net tangible assets (NTA) per share (25%)
― A key measure driving the long-term potential of our assets.
Underlying earnings per share (EPS) (30%)
― Rewards value growth in net rental income as well as success in managing
costs. Upweighted from 25 per cent in 2023 to reflect the importance of
delivering income growth, cost savings and operating efficiencies.
Relative Total Property Return (TPR) (20%)
― Rewards the additional value created by management over and above any
changes in value from tracking the property market as a whole, as measured
by the widely-used MSCI Total Return All-Property Index.
Non-financial (corporate and sustainability) (25%)
― Bespoke, strategic objectives for each Director, and the delivery of common
sustainability goals.
The Committee retains discretion under the annual bonus to amend the payout
to ensure it appropriately reflects underlying performance.
Relative Total Shareholder Return (TSR) (50%)
― Measured relative to real estate sector
peers, reflecting the total returns delivered
to shareholders.
Total Accounting Return (TAR) (50%)
― Rewards growth in EPRA NTA and dividends
paid to shareholders to the extent returns
exceed real estate sector peers.
The Committee retains the ability under the
Policy to exercise downward discretion under
the PSP when determining the proportion of an
award that vests.
business were granted in 2023 and will vest in 2026, subject
to TSR and TAR performance for the three-year period
ending 31 December 2025.
Employees
The Committee is provided with updates on remuneration
decisions taken for the wider employee population. During the
year, this included updates on the implementation of the post-
merger employee remuneration strategy put in place in 2023.
The Committee takes its decisions with the wider employee
population in mind and is aware of the impact of decisions
taken on the Company as a whole.
The remuneration structure for Shaftesbury Capital’s
employees broadly aligns with that for the Executive Directors,
with employees being eligible for a discretionary bonus and
PSP awards, as well as salary, pension and employee benefits.
Bonus awards below Board level are based 50 per cent on the
financial measures described above and 50 per cent on non-
financial measures. In addition to Executive Director reports
to the Board, the Board receives feedback from our Employee
Engagement Forum, attended initially by Charlotte Boyle and
subsequently by me, and was updated on the findings of our
first employee survey. The Board also met senior managers
from across the business at a dinner following its annual
strategy session, which provided a good opportunity to
hear the views of our employees. Key elements of employee
remuneration for 2025 include:
― Salary increases effective from 1 January 2025 are c. 2.4
per cent on average; c. 4.2 per cent including promotional
increases, which are set with regard to market levels.
― All permanent employees participate in the annual bonus
scheme and will receive annual bonuses in respect of 2024
performance based on the financial targets (in line with those
for the Executive Directors) and non-financial objectives.
― Reflecting our inclusive culture and our desire to align all
employees with long-term goals, all permanent employees
received PSP awards in 2024 based on the same measures
as the Executive Directors.
― All permanent employees will be eligible to receive annual
bonuses and PSP awards in 2025.
― The employer pension contribution of 17.5 per cent of salary
applies to all employees.
Implementation of Remuneration Policy
in 2025
― Salaries: For 2025, Executive Directors’ salaries will increase
by 2.4 per cent, which is in line with the underlying increase
applying to the wider workforce.
― Incentives: Executive Directors’ incentive opportunities for
2025 will remain unchanged. The annual bonus opportunity
will be 150 per cent of salary and it is intended that PSP
awards will be granted at 300 per cent of salary, in line with
the current Remuneration Policy.
The Committee has chosen metrics and weightings which are
unchanged from 2024 and support the medium-term growth
objectives of the business, providing an appropriate balance
between input and output metrics, financial and sustainability
goals, and absolute and relative measurement.
Chairman and Non-executive Directors
For 2025, the Chairman and Non-executive Directors’ fees
(including Committee fees) will increase by 2.5 per cent, which
is broadly in line with the underlying increase applying to the
wider workforce. The revised fees are set out in the annual
report on remuneration on page 158.
139
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Directors’ remuneration report
Conclusion
2024 was a successful first full year post-merger for
Shaftesbury Capital. Significant work has been undertaken
on remuneration to ensure fairness across our employee
base and to ensure appropriate alignment between pay
and performance. The Committee believes the 2024 bonus
outcome and approach to pay in 2025 are appropriate in the
context of overall business performance.
At the start of 2024, the Committee concluded a shareholder
consultation exercise, and we were grateful for the constructive
feedback received. The decision to roll over the former
Capco Remuneration Policy (with certain commitments
to address previously raised issues) was supported by
shareholders. This is the final year of that Policy and we intend
to review the Policy ahead of the binding vote at the 2026
AGM. As part of this review, we will seek feedback from our
major shareholders.
If you have any questions on this report, please feel free to
direct them to me via the Company Secretary.
Richard Akers
Chairman of the Remuneration Committee
26 February 2025
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Shaftesbury Capital PLC | 2024 Annual Report
Remuneration Committee at a glance
Remuneration Committee members and meeting attendance
Number of meetings attended (4 held)
Richard Akers (Chairman)
4/4
Charlotte Boyle2
3/3
Ruth Anderson
4/4
Helena Coles3
0/0
Madeleine Cosgrave1
1/1
Anthony Steains3
0/0
Sian Westerman1
1/1
Jennelle Tilling3
0/0
1. Madeleine Cosgrave and Sian Westerman were appointed to the Board and the Committee on 1 August 2024 and 1 September 2024, respectively, and could
only attend a maximum of one meeting.
2. Charlotte Boyle stepped down from the Board and the Committee on 31 August 2024 and was only able to attend a maximum of three meetings.
3. Helena Coles, Anthony Steains and Jennelle Tilling stepped down from the Board and the Committee on 31 January 2024. No meetings were held in 2024 prior
to their departure.
Key responsibilities of the Committee
― Determines the Remuneration Policy for Executive Directors and the remuneration framework for senior management.
― Monitors the appropriateness of the Remuneration Policy.
― Ensures the Executive Directors are remunerated fairly and responsibly, in a manner aligned to the long-term interests of
the Company.
― Sets the remuneration of the Chairman, the Executive Committee and designated senior management, including the
Company Secretary.
― Keeps under review employee remuneration, related policies and alignment of incentives and rewards with the Company’s
culture and values.
― Considers the appropriateness of the Directors’ remuneration framework compared with the arrangements for other
employees.
― Reviews and approves the performance targets and outcomes (using discretion where appropriate) for the annual bonus
scheme and PSP.
― Ensures that the Directors’ remuneration report and disclosures in the Annual Report are easy to read and understandable.
― Appoints and manages the relationship with the Company’s remuneration adviser.
How the Committee operates
The Remuneration Committee comprises Independent Non-executive Directors. At the beginning of the year, the members
of the Committee were Richard Akers (who is Chairman of the Committee), Ruth Anderson, Charlotte Boyle, Helena Coles,
Anthony Steains and Jennelle Tilling. Helena Coles, Anthony Steains and Jennelle Tilling stepped down from the Board and
the Committee on 31 January 2024 and Charlotte Boyle stepped down from the Board and the Committee on 31 August
2024. Madeleine Cosgrave and Sian Westerman were appointed to the Board and the Committee on 1 August 2024 and 1
September 2024, respectively.
The biographies set out on pages 106 to 107 demonstrate the diversity of experience of the Committee members.
FIT Remuneration Consultants LLP (“FIT”), an independent remuneration consultancy, was engaged by the Committee
following a tender process in 2023 and provided advice throughout the year. FIT attended all or parts of meetings, as
appropriate, and provided advice on the remuneration of the Executive Directors, together with regular market and best
practice updates.
In addition, some or parts of meetings, as appropriate, were attended by the Chief Executive, the Chief Financial Officer, the
Company Secretary and the Company’s Head of HR in relation to employee remuneration and related policies. No Executive
Director participated in discussions or decisions regarding their own remuneration.
The Committee reviews its effectiveness and terms of reference annually.
141
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Directors’ remuneration report
Supporting clarity, simplicity, proportionality and predictability and ensuring risk
mitigation and alignment to culture
The table below explains how both the current Remuneration Policy, and the Committee’s practice in applying the Policy over the
year under review, address the factors set out in Provision 40 of the 2018 UK Corporate Governance Code:
Clarity
Simplicity
Risk
― Achieved through a combination of
explanations for decisions taken
and disclosure of the nature and
weighting of annual bonus and
PSP performance measures.
― The Remuneration Policy and its
implementation look to support
the wider Shaftesbury Capital
business strategy.
― Achieved by Executive Directors’
remuneration being composed
of a limited number of elements
designed to balance the retention and
incentivisation of Executive Directors
with the delivery of strategy and
shareholder returns.
― Executive Director remuneration is
composed of four elements: base
salary, pension and other benefits,
annual bonus and PSP.
― A range of features of Executive
Directors’ remuneration assist in
mitigating the risks of excessive rewards
and inappropriate behaviour.
― Executive Directors are expected to
build a material shareholding which
must be maintained for a period
following departure; this aligns
them with the long-term interests of
Shaftesbury Capital.
Predictability
Proportionality
Alignment to culture
― Some of the features of Executive
Directors’ remuneration arrangements
that mitigate risk also ensure that
outcomes are within a predictable
range.
― Shareholders are informed of the
potential maximum values which can be
awarded to Executive Directors under
the annual bonus and PSP.
― Achieved through strong links between
Executive Directors’ remuneration and
corporate performance.
― Achieved through strong links between
Executive Directors’ remuneration and
Shaftesbury Capital’s values:
― Take a responsible long-term view
― Act with integrity
― Take a creative approach
― Listen and collaborate
― Make a difference
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Shaftesbury Capital PLC | 2024 Annual Report
1. Directors’ Remuneration Policy
This section of the Directors’ Remuneration Report sets out Shaftesbury Capital’s Directors’ Remuneration Policy which took effect
following the 2023 AGM on 15 June 2023, when it was approved by shareholders. The Remuneration Policy can also be found
on our website: https://www.shaftesburycapital.com/en/about-us/corporate-governance/remuneration-policy.html. Details of
actual remuneration paid, share awards made, and the approach to remuneration for 2024 are set out within the Annual Report
on Remuneration, which starts on page 151. While the 2023 shareholder-approved Policy will continue to apply in 2025, certain
pledges have been made in how the Policy will be operated and these were set out in the 2023 Directors’ Remuneration Report.
1.1 Remuneration policy
The key objectives of the Company’s Remuneration Policy are to:
― Strongly align executive and shareholder interests
― Underpin an effective pay-for-performance culture
― Support the retention, motivation and recruitment of talented people who are commercially astute
― Encourage executives to acquire and retain significant holdings of Shaftesbury Capital shares
The Committee aims to achieve an appropriate balance between fixed and variable remuneration, and between variable
remuneration based on short-term and longer-term performance. Fixed remuneration includes base salary, benefits and pension.
Variable remuneration includes an annual bonus, of which part is deferred in shares, and awards under the Performance Share
Plan (“PSP”).
The Remuneration Policy is aligned to the strategy and nature of the Company, and reflects the importance of total return and the
long-term nature of Shaftesbury Capital’s business, rewarding the Executive Directors for delivering strong performance against the
Company’s key performance indicators (“KPIs”).
In order to avoid any conflict of interest, remuneration is managed through well-defined processes ensuring that no individual is
involved in the decision-making process related to their own remuneration. In particular, the remuneration of all Executive Directors
is set and approved by the Committee; none of the Executive Directors are involved in the determination of their own remuneration
arrangements.
Each year, with the support of external advisers, the Committee undertakes a review of the remuneration of the Executive Directors.
It has oversight of the remuneration of the senior managers immediately below Board level, and the Company Secretary. It
considers the responsibilities, experience and performance of the Executive Directors and pay across the Group.
The Policy was approved by shareholders at the 2023 AGM and applies to incentive awards with performance periods beginning on
1 January 2023. Payments to Directors can only be made if they are consistent with a shareholder approved Policy or amendment
to the Policy.
Details of each element of remuneration, its operation, purpose, link to strategy and performance metrics are set out in this section.
143
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Directors’ remuneration report
1.2 Executive Director policy table
The table below summarises each of the components of the remuneration package for the Executive Directors:
Purpose and
link to strategy
Operation
Maximum opportunity
Performance metrics
Base salary
To provide an
appropriately
competitive base
salary, whilst placing
emphasis on the
performance-
related elements
of remuneration.
The Committee
believes base salary
for high-performing
experienced Executive
Directors should be at
least median.
Base salaries are normally reviewed on an
annual basis, with any increase normally
taking effect from 1 April. The Committee
reviews base salaries with reference to:
– Other property companies (including the
constituents of the long-term incentive
plan’s comparator group)
– UK companies of a similar size
– Each Executive Director’s performance and
contribution during the year
– Scope of each Executive Director’s
responsibilities
– Changes to the remuneration and overall
conditions of other employees
When reviewing base salaries, the Committee
is mindful of the gearing effect that increases
in base salary will have on the potential total
remuneration of the Executive Directors.
Base salary increases will be applied in line
with the outcome of the review and will
normally be in line with increases awarded to
other employees.
However, the Committee may make additional
adjustments in certain circumstances to
reflect, for example, an increase in scope
or responsibility, development in role, to
address an increase in size or complexity
of the business, to address a gap in market
positioning and/or to reward the long-
term performance of an individual. For the
purposes of stating a maximum as required
by the remuneration regulations, no increase
will be applied to an Executive Director’s
base salary if the resulting base salary would
be above the upper quartile base salary for
CEOs at companies in the FTSE 350.
The Committee considers
individual and Company
performance when setting
base salary, as well as the
general increase awarded to
other employees
Benefits
To be appropriately
competitive with those
offered at comparator
companies.
Benefits will be in line with those offered
to some or all employees and may include
private dental and health care, life insurance,
personal accident cover, travel insurance,
income protection, and a car allowance, which
may be paid in cash.
Directors may participate in flexible benefit
arrangements offered to other employees,
including the ability to buy or sell annual
leave. Directors may receive seasonal gifts
and a gift on leaving the Board (including
payment of any tax thereon), in appropriate
circumstances.
Other benefits may be introduced from
time to time to ensure the benefits package
is appropriately competitive and reflects
individual circumstances. For example,
Directors may be offered relocation and/
or expatriate benefits should a Director be
required to relocate as a result of emerging
business requirements.
Set at a level which the Committee
considers appropriate in light of relevant
market practice for the role and individual
circumstances. The cost of all benefits will
not normally exceed 10 per cent of base
salary, with the exception of any future
expatriate and/or relocation benefits, which
would be disclosed in the Annual Report on
Remuneration. Any reasonable business-
related expenses (including tax thereon) can
be reimbursed if determined to be a taxable
benefit.
N/A
Pension
To be appropriately
competitive with that
offered by comparator
companies.
Shaftesbury Capital offers a defined
contribution pension scheme.
Executive Directors may elect to be paid some
or all of their entitlement in cash.
The maximum contribution for any Executive
Director will be in line with the level available
for other employees at any given time (which
is currently 17.5 per cent of salary).
N/A
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Shaftesbury Capital PLC | 2024 Annual Report
Purpose and
link to strategy
Operation
Maximum opportunity
Performance metrics
Annual bonus
To incentivise and
reward performance.
The Committee
selects performance
measures and targets
each year to reinforce
the strategic business
priorities for the year.
The deferral into shares
of 40% of any annual
bonus is designed to
further align executives
with shareholders’
interests.
The annual bonus arrangements are reviewed
at the start of each financial year to ensure
performance measures and weightings
are appropriate and support the business
strategy.
The Committee reviews performance against
the annual bonus targets but has the ability to
take into account broader factors and, subject
to the 150 per cent of salary maximum, may
exercise two-way discretion to ensure that
the annual bonus awarded properly reflects
the performance of the Company and each
Director.
The rationale for award of bonuses will be
explained in the Directors’ Remuneration
Report.
Bonus may be deferred in Shaftesbury Capital
shares or nil-cost options for three years
under the Performance Share Plan without
further performance conditions but subject to
risk of forfeiture should an Executive Director
leave the Company in certain circumstances.
Directors may be entitled to be paid dividend
equivalents on deferred bonus. Deferred
bonus is subject to malus as described in the
notes to this table.
The maximum bonus opportunity for
Executive Directors is 150 per cent of
annual salary with a bonus of 75 per cent of
salary payable for achieving target levels of
performance. No bonus is payable for below
threshold performance. The payment for
threshold performance will not exceed 10
per cent of maximum. Awards are made on a
straight-line basis for performance between
threshold and target, and on a separate
straight-line basis for performance between
target and maximum.
Executives’ performance
is measured relative to
challenging one-year targets
in key financial, operational
and strategic measures. The
measures selected and their
weightings may vary each
year according to the group’s
strategic priorities. At least
75 per cent of the bonus will
be measured against financial
performance.
Performance Share
Plan ‘PSP’
To incentivise and
reward long-term
outperformance, and
help retain Executive
Directors over the
longer-term.
Executive Directors are eligible to receive
awards of shares under the PSP, which may be
made as awards of shares or nil-cost options,
at the discretion of the Committee.
In assessing the outcome of the performance
conditions, the Committee must satisfy
itself that the figures are a genuine reflection
of underlying financial performance, and
may exercise downward discretion when
determining the proportion of an award that
will vest.
Dividend equivalents may be paid. The
Committee has the discretion in certain
circumstances to grant and/or settle an award
in cash. In practice this will only be used in
exceptional circumstances for Executive
Directors.
PSP awards are subject to malus and
clawback as described in the notes to this
table.
The maximum grants which may be made to
participants as awards or nil-cost options are
300 per cent of salary.
25 per cent of an award vests for threshold
performance, with full vesting taking place for
equalling or exceeding maximum performance
conditions and straight-line vesting between
threshold and maximum.
PSP awards usually vest on
the third anniversary of the
date of grant, and are subject
to a two-year post-vesting
holding period.
The vesting of awards is
usually subject to continued
employment and the
Company’s performance over
a three-year performance
period.
It is intended that the
performance measures that
will apply to the 2025 awards
will be split equally between
relative Total Accounting
Return and relative Total
Shareholder Return metrics
vs. FTSE 350 REITs. The
performance measures,
weightings and targets which
apply to the PSP are reviewed
by the Committee annually
and, subject to consultation
with shareholders, the
Committee has discretion
to make changes to the
measures, the weightings
and/or the comparator group
for future awards to ensure
that they remain relevant to
the Company strategy and
are suitably stretching.
All employee share
schemes
The Company does not currently operate
any all-employee share schemes. However, if
such a scheme were introduced the Executive
Directors would be able to participate on the
same terms as other employees.
In line with HMRC-approved limits.
145
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Directors’ remuneration report
1. Expressed as Total Return within the Directors’ Remuneration Policy approved by shareholders in 2023, but updated to Total Accounting Return here for consistency
with reporting throughout the Annual Report.
1.3 Notes to the policy table performance measurement selection
Annual bonus scheme
Executive Directors may earn bonuses depending on the Company’s financial performance and performance against individual
performance targets designed to deliver strategic goals. The current structure of the annual bonus performance conditions is
illustrated within the Annual Report on Remuneration on page 157. The financial performance measures and the importance of each
are set out in the table below. The Remuneration Committee has discretion to change the performance conditions in the annual
bonus, but within the bounds set out in the Remuneration Policy Table.
The annual financial performance measures and targets are set by the Committee usually in the first quarter of each year following
an analysis of external and internal expectations compiled by the Committee’s independent adviser. The Committee sets targets it
believes to be appropriately stretching, but achievable.
Why are the current annual bonus performance measures appropriate for Shaftesbury Capital?
Measure
Reason
EPRA Net Tangible
Assets per share (NTA)
Considered by the Committee to be an important driver of value creation for Shaftesbury Capital.
Underlying Earnings
per share
Rewards value growth in net rental income as well as the management of administration, financing and
other costs.
Relative Total
Property Return
Rewards the additional portfolio value created by management over and above any changes in value
from tracking the property market as a whole, as measured by the MSCI Total Return All Property
Index, an external benchmark widely used in the property industry.
Long-term incentives
The performance conditions for the PSP currently comprise two measures:
― Three-year relative Total Accounting Return (TAR, growth in NTA plus dividends)1
― Three-year relative Total Shareholder Return (TSR, increase in price of an ordinary share plus dividends)
The Committee believes that these two measures are currently the most appropriate measures of long-term success for Shaftesbury
Capital as long-term relative performance provides an appropriately objective and relevant measure of Shaftesbury Capital’s
success, which is strongly aligned with shareholders’ interests.
The Committee believes that NTA growth is an important internal measure of success for Shaftesbury Capital at this time.
Accordingly, the Committee considered it appropriate to reward NTA performance in both the short- and long-term incentive
arrangements, with a one-year absolute NTA target being used in respect of the annual bonus arrangements and three-year relative
NTA (as the main component of three-year Total Return) being used in respect of the long-term incentives.
A significant element of the Company’s NTA is the value of properties which are based on independent external valuations carried
out in accordance with RICS Valuation Professional Standards.
Relative TSR helps align the interests of Executive Directors with shareholders by incentivising share price growth and, in the
Committee’s view, provides an objective measure of the Company’s long-term success.
The current long-term incentive performance conditions are summarised within the Annual Report on Remuneration on page 157.
Performance is measured relative to a bespoke comparator group of property companies and Shaftesbury Capital.
In order for any awards to vest, the Committee must also satisfy itself that the TAR and TSR figures are a genuine reflection of
underlying financial performance. In assessing the extent to which the performance conditions have been met, the Committee
consults with its independent remuneration adviser. The calculation of the returns is also reviewed by the Company’s auditors as
appropriate. The performance targets are set by the Committee following an analysis of internal and external expectations, and are
believed to be appropriately stretching.
For future awards, the Remuneration Committee has discretion to change the performance measures and weightings. However, any
such changes would only be made after consulting with shareholders.
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Shaftesbury Capital PLC | 2024 Annual Report
Discretions
Under the annual bonus scheme and the PSP, the Company has the standard discretions to take appropriate action in the event
of unforeseen events which affect the schemes, such as a variation in share capital, as well as terminations and on a change in
control, as described in the Policy. The Committee does not intend to make adjustments to the methods by which it measures the
performance conditions. However, it reserves the discretion to make adjustments in very exceptional circumstances. Shareholders
would be given details of any exercise of discretion.
Payments resulting from existing arrangements
The Committee may make any remuneration payments and payments for loss of office (including exercising any discretions it has
relating to such payments) even though they are not in line with the Policy set out in this report. This will apply where the entitlement
to the payment arose:
(i) before the 2014 AGM; (ii) at a time when the relevant individual was not a Director of the Company and, in the opinion of
the Committee, the payment was not in consideration for the individual becoming a Director of the Company; or (iii) under a
remuneration policy previously approved by the Company’s shareholders. For these purposes entitlements arising under the
Company’s previous remuneration policies (as approved by shareholders at the 2014, 2017 and 2020 AGMs) will be incorporated
into this policy, ‘payments’ includes the Committee satisfying awards of variable remuneration, and an entitlement under an award
over shares arises at the time the award is granted.
Malus and clawback
Awards granted under the long-term incentive arrangements are subject to malus and clawback until the end of the respective
holding periods. Deferred bonus awards are subject to malus prior to vesting. Reasons for applying malus and clawback include:
in the event of gross misconduct of a Director which is considered to have had a material detrimental impact on the business or
any member of the Group or to have brought the business of any such company into significant disrepute in the event of a material
misstatement in the audited accounts of the Company for a period that was wholly or partly before the end of the financial year
by reference to which any performance condition was assessed or in the event that the assessment of the satisfaction of any
performance condition was based on error or inaccurate or misleading information. In the latter two scenarios, this would be to the
extent an overpayment resulted. The application of any malus or clawback is at the discretion of the Remuneration Committee.
Remuneration of employees below the Board
No element of remuneration is operated solely for Executive Directors. Shaftesbury Capital employees below the Board receive
base salary, benefits, pension, and annual bonus, and some participate in the PSP. However, there are some differences in operation
as set out below:
― In exceptional circumstances, such as recruitment, long-term incentive awards may be granted without performance conditions to
participants below the Board
― Employees below the Board are not subject to any minimum shareholding requirement
― Incentive awards granted to employees below the Board may not be subject to holding periods, clawback or malus
Shareholding requirements
The Chief Executive is required to achieve a shareholding in the Company equivalent to 300 per cent of base salary and the other
Executive Directors appointed to the Board are required to achieve a shareholding in the Company equivalent to 200 per cent of
base salary, to be achieved normally within five years by retaining at least 50 per cent of any vested share awards (net of tax and
NIC). There is a two-year post-cessation shareholding requirement of 200 per cent of salary for all Executive Directors, capturing
annual bonus awards made from 1 January 2022 (in respect of 2021) and all Performance Share Plan awards made from 1 January
2021. The current shareholdings of the Executive Directors are also set out on page 157.
1.4 Performance scenario charts
The potential reward opportunities illustrated in Figure 1 are based on the Policy which will apply in 2025 and provide estimates of
the potential future reward opportunity for each of the Executive Directors, and the potential split between the different elements of
remuneration under three different performance scenarios: ‘Below Threshold’, ‘Target’ and ‘Maximum’.
The Below Threshold scenario includes base salary, pension and benefits (fixed pay). No annual bonus or PSP elements are
included (variable pay). The Target scenario includes fixed pay, on-target bonus (50 per cent of opportunity) and threshold vesting
of PSP awards. The Maximum scenario includes fixed pay, maximum bonus and full vesting of PSP awards. For variable pay, the
amounts illustrated are the normal maximum opportunities. The Maximum scenarios also include an illustration of the amount that
would be payable under the PSP elements if there was share price appreciation of 50 per cent between the date of award and the
date of vesting.
147
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Directors’ remuneration report
£2,084
£936
£5,526
£4,379
On Target
Max
Max with growth
Below Threshold
100%
45%
21%
17%
27% 28%
26%
53%
41%
21%
21%
On Target
Max
Max with growth
Below Threshold
£1,493
£670
£3,964
£3,140
100%
45%
21%
17%
27%
26%
21%
28%
53%
41%
21%
LTIP
Share price growth
Ian Hawksworth, Chief Executive (£000)
Situl Jobanputra, CFO (£000)
Total Fixed Remuneration
Annual Bonus
It should be noted that the PSP awards granted in a year do not normally vest until the third anniversary of the date of grant and are
subject to a two-year post-vesting holding period. The projected values of long-term incentives shown here exclude the impact of
share price movement and dividends (other than where 50 per cent share price appreciation is assumed).
1.5 Approach to recruitment remuneration
When hiring or appointing a new Executive Director, which includes appointing an individual who is not an Executive Director but
who still falls within this Policy, the Committee may make use of any of the existing components of remuneration, as follows:
Element of
remuneration
Policy on recruitment
Maximum
opportunity
Salary
Based on scope and nature of responsibilities of the proposed role; the candidate’s experience;
implications for total remuneration positioning vs market pay levels for comparable roles;
internal relativities; and the candidate’s current salary.
A new Director may be appointed at a salary which is less than the prevailing market rate but
increased over a period to the desired positioning subject to satisfactory performance.
N/A
Pension
A contribution in line with the level available for other employees at any given time (currently
17.5 per cent of salary) may be offered, consistent with policy.
Consistent
with the Policy
Table limit
Benefits
Appropriate benefits will be provided, which may include the continuation of benefits received in
a previous role.
Consistent
with the Policy
Table limit
Annual bonus
Executive Directors will be eligible to participate in the annual bonus scheme on the same basis
as existing Executive Directors, pro-rated for proportion of year served.
Depending on the timing of the appointment, the Committee may deem it appropriate to set
different annual bonus performance conditions from the current Executive Directors in the first
performance year of appointment.
150 per cent
of salary,
consistent with
Policy Table.
Performance
Share Plan
New Executive Directors will be eligible to participate in the long-term incentive scheme set out
in the Remuneration Policy Table.
A PSP award can be made shortly following an appointment (assuming the Company is not in a
prohibited period).
300 per cent
of salary,
consistent with
Policy Table.
Other
In determining appropriate remuneration for new Executive Directors, the Committee will take
into consideration all relevant factors (including quantum, the nature of remuneration and where
the candidate was recruited from), to ensure that arrangements are in the best interests of
Shaftesbury Capital and its shareholders.
Remuneration, which may be outside the usual policy limits, may include:
― An award made in respect of a new appointment to ‘buy out’ existing incentive awards
forfeited on leaving a previous employer. In such cases the compensatory award would
typically be a like-for-like award with similar time to vesting, performance conditions and
likelihood of those conditions being met. The fair value of the compensatory award would not
be greater than the awards being replaced. To facilitate such a buyout, the Committee may
use an award under a different structure or an additional award under the PSP
― A relocation package, should this be required
― For an overseas appointment, the Committee will have discretion to offer cost-effective
benefits and pension provisions which reflect local market practice and relevant legislation
― In the event that an employee is promoted to the Board, the Company would honour any
existing contractual arrangements
148
Shaftesbury Capital PLC | 2024 Annual Report
1.6 Service contracts and exit payment policy
The service contracts of Executive Directors are approved by the Remuneration Committee and are one-year rolling contracts. The
commencement dates of the current contracts are shown below. The service contracts may be terminated by either party giving
one year’s notice to the other. It is the Company’s policy that payments in lieu of notice should not exceed the Director’s current
salary and benefits (including pension contributions) for the notice period. The service contracts may be viewed at the Company’s
registered office.
The Committee will be entitled to enter into a settlement agreement with a Director, and may pay a Director’s legal fees in relation
to any settlement agreement. The Committee may make additional incidental payments, which are not material in quantum, to a
departing Director on exit, if appropriate, for example in settlement of disputes or to pay other incidental sums in connection with
the exit. The Committee may pay what it feels are reasonable outplacement fees where considered appropriate.
When considering exit payments, the Committee reviews all potential incentive outcomes, having regard to the reason for leaving
and the Director’s performance. The payment of any annual bonus is subject to the discretion of the Committee, and both the cash
and deferred share elements of an annual bonus would normally be payable at the normal payment date. Any deferred share
element could be paid in cash. Any outstanding deferred bonus may be released or paid in cash, subject to clawback for a period of
three years from the date of grant.
Commencement date
Notice period
Ian Hawksworth
17 May 2010
12 months
Situl Jobanputra
1 January 2017
12 months
An individual would generally be considered a ‘good leaver’ if they left the Group’s employment for reasons including injury, ill-
health, disability approved by the Committee, redundancy, retirement with the agreement of the employing company, the employing
company ceasing to be a member of the group, the transfer of the undertaking or part of the undertaking in which the Director
works to a person which is not a member of the Group, or in any other circumstances at the discretion of the Committee. The table
below summarises how PSP awards are typically treated in specific leaver circumstances, with the final treatment remaining subject
to the Committee’s discretion. For example, an individual may be considered a ‘good leaver’ for any other reason at the absolute
discretion of the Committee, and the vesting of awards may be reduced for ‘good leavers’.
Reason for
leaving
Timing of vesting
Treatment of awards
Good leaver
Normal vesting date, although the Committee has
discretion to accelerate
Awards are normally pro-rated for time and remain
subject to outstanding performance conditions.
Where vesting is accelerated, the Committee will
determine the extent to which the performance
conditions had been satisfied at the date of leaving.
The holding period would continue to apply.
Change of
control
Immediately
Awards will normally be pro-rated for time and
remain subject to performance conditions.
However, the Committee has discretion to allow
awards to vest in full in such circumstances if it
deems this to be fair and reasonable. The holding
period would cease to apply.
Any other
reason
Awards lapse
There are no obligations on the Company contained within the existing Directors’ service contracts which would give rise to
payments not disclosed in this report.
The service contracts of any future-appointed Directors will provide for mitigation in the event of termination.
1.7 Non-Executive Director policy table
The Non-executive Directors do not have service contracts but instead have letters of appointment. The letters of appointment of
the Non-executive Directors are reviewed by the Board annually and contain a one-month notice period. The Chairman’s letter of
appointment contains a three-month notice period. The letters of appointment may be viewed at the Company’s registered office.
149
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Directors’ remuneration report
Non-executive Directors seeking election or re-election at 2025 AGM: dates of appointment and
unexpired terms
Date of appointment
Unexpired term as at
31 December 2024
Jonathan Nicholls
6 March 2023
6 months
Richard Akers
6 March 2023
6 months
Ruth Anderson
6 March 2023
6 months
Madeleine Cosgrave
1 August 2024
6 months
Sian Westerman
1 September 2024
6 months
The table below summarises each of the components of the remuneration package for the Non-executive Directors (including the
Chairman). The Non-executive Directors do not receive any pension, bonus or long-term incentive benefits from the Company.
This policy also applies to the recruitment of new Non-executive Directors.
Purpose and link
to strategy
Operation
Maximum opportunity
Performance
metrics
Fee
To recruit and
retain appropriately
qualified Non-
executive Directors
The Chairman and Non-executive Director fees are reviewed
on an annual basis, with any increase taking effect from 1 May.
The Board and Committee review fees with reference to:
― Other property companies
― UK companies of a similar size
― The time that Non-executive Directors are required to
devote to the role
In exceptional circumstances, if there is a temporary yet
material increase in the time commitments for Non-executive
Directors, the Board may pay extra fees on a pro-rata basis to
recognise the additional workload.
Non-executive Director fees
may include a basic fee
and Committee/SID fees
as disclosed in the Annual
Report on Remuneration.
These are set at a level that
is considered appropriately
competitive in light of market
practice, and will not exceed
the aggregate fees permitted
by the Company’s Articles of
Association.
N/A
Benefits
To be appropriately
competitive with
those offered
at comparator
companies
The Chairman’s benefits include private healthcare and
personal accident and travel insurance.
Other Non-executive Directors will be covered by the
Company’s travel insurance policy should they be required to
travel on Company business.
Any reasonable business-related expenses can be reimbursed
(including tax thereon if determined to be a taxable benefit).
Directors may receive seasonal gifts and a gift on leaving
the Board (including payment of any tax thereon), in
appropriate circumstances.
The maximum value of the
benefits provided to Non-
executive Directors will be
the cost of purchasing them in
the market.
N/A
1.8 External directorships
The Company’s policy is to encourage each Executive Director to take up one or more non-executive directorships, subject to Board
approval. Fees received for serving as a non-executive director of a company outside the Shaftesbury Capital Group are retained by
the Executive Director.
1.9 Consideration of conditions elsewhere in the Company
When setting Executive Director pay the Committee considers the remuneration and overall conditions of all employees. As
Shaftesbury Capital has a relatively small workforce, the Committee does not consult with employees when deciding Remuneration
Policy, but it receives regular updates from the Head of HR on salary increases, bonus and share awards made to Group employees
and is aware of how the remuneration of Directors compares with that of other employees. For example, salary increases are
generally no higher than increases awarded to other employees, which are set with reference to market data.
1.10 Consideration of shareholder views
It is the Committee’s policy to engage with major shareholders as appropriate. For example, prior to finalising any major changes
to its executive Remuneration Policy. Shareholder feedback on the previous Remuneration Policy and investor guidelines were
considered by the Committee when preparing the Remuneration Policy, and a number of best practice measures were incorporated.
150
Shaftesbury Capital PLC | 2024 Annual Report
Salary 47.0%
Taxable benefits 2.3%
Pension 8.2%
Bonus 42.5%
PSP N/A
Salary 46.4%
Taxable benefits 2.2%
Pension 8.1%
Bonus 43.3%
PSP N/A
Situl Jobanputra
Ian Hawksworth
Salary 19.3%
Taxable benefits 1.1%
Pension 3.4%
Bonus 24.1%
PSP 52.1%
Salary 19.8%
Taxable benefits 1.1%
Pension 3.5%
Bonus 25.4%
PSP 50.2%
Situl Jobanputra
Ian Hawksworth
Composition of 2024 single figures (%)
Composition of 2023 single figures (%)1
1. As reported in last year’s Directors’ remuneration report and summarised in the prospectus for the merger transaction, with both the report and the transaction
approved by shareholders, the 2021 and 2022 PSP awards vested prior to completion of the merger on 6 March 2023 and were therefore required to be included in
the 2023 single figure calculated using the share price on the date of vesting (124.5 pence).
2. Annual report on remuneration
This section of the Directors’ remuneration report explains how Shaftesbury Capital’s current Remuneration Policy
has been implemented during the year. The report is made up of the following parts:
Subject
Issue
Pay outcomes for 2024
2.1 Single total figure of remuneration
2.2 Annual bonus outcomes for 2024
2.3 Payments for loss of office
2.4 Payments to previous Directors
Directors’ share ownership
and share interests
2.5 PSP and deferred bonus awards granted in 2024
2.6 Outstanding PSP and deferred bonus awards
2.7 Statement of Directors’ shareholdings and share interests
Implementation of the Policy in 2025
2.8 Implementation of the Remuneration Policy in 2025
Pay comparison
2.9 Percentage change in Directors’ remuneration versus employee pay
2.10 Chief Executive pay ratio
2.11 Chief Executive single figure of total remuneration history and TSR performance
2.12 Relative importance of spend on pay
Remuneration Committee membership,
governance and voting
2.13 Independent adviser to the Remuneration Committee
2.14 Shareholder voting
Pay outcomes for 2024
2.1 Single total figure of remuneration
What is included in the 2024 single figure?
― The salary or fees paid in the year for the period of qualifying service
― The value of any benefits, on a gross-of-tax basis, where applicable
― The 2024 annual bonus awarded for the year – including both cash and the deferred elements
― The cash value of any pension contribution or allowance in lieu
The figures below illustrate the contribution that each element of the Executive Directors’ remuneration made to the single figure
disclosures.
151
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Directors’ remuneration report
The table below shows the single total figure of remuneration for each Director in 2024 and 2023. The charts on the previous page
illustrate the contribution that each element of remuneration made to the total remuneration of the Executive Directors.
Single figure of remuneration 2024 and 2023 (Audited)
Executive Directors
Base
salary
£’000
Taxable
benefits1
£’000
Pension-
related
benefits2
£’000
Total fixed
remuneration
£’000
Annual
bonus3
£’000
PSP
vesting4
£’000
Total variable
remuneration
£’000
Total
£’000
Total
excluding
PSP4
£’000
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2023
Current Executive
Directors
Ian Hawksworth
747
719
37
41
131
126
915
886
675
897
–
1,940
675
2,837
1,590
3,723
1,783
Situl Jobanputra
536
509
25
28
94
89
655
626
500
653
–
1,288
500
1,941
1,155
2,567
1,279
Former Executive
Directors
Chris Ward5
–
419
–
28
–
64
–
511
–
529
–
–
–
529
–
1,040
1,040
Michelle McGrath6
–
67
–
5
–
12
–
84
–
101
–
1,066
–
1,167
–
1,251
185
1. Comprises medical insurance, permanent health insurance, life assurance, travel insurance and car allowance and/or benefit-in-kind value of company car, where
applicable.
2. Comprises payments in lieu of pension contributions to each of the Executive Directors and, in respect of 2023, contributions to defined contribution plans by Chris
Ward of £7,833 and by Michelle McGrath of £11,695. No Director participated in a defined benefit pension scheme.
3. Part of the annual bonus earned is deferred into Shaftesbury Capital PLC shares or nil-cost options for three years, subject to forfeiture should the Executive Director
leave the Company. For 2024 and 2023, 40 per cent of the bonus is deferred into shares.
4. As reported in 2022 and 2023 and summarised in the prospectus for the merger transaction which was approved by shareholders, the 2021 and 2022 PSP awards
vested after the publication of the 2022 Annual Report and prior to completion of the merger on 6 March 2023, and were therefore required to be included in the 2023
single figure of remuneration, calculated using the Shaftesbury Capital PLC share price on the date of vesting (124.5 pence). Total remuneration for 2023 excluding these
amounts has also been shown. Dividend equivalents have been included for all vested awards, calculated using the same price, on a reinvestment basis.
5. Chris Ward joined the Board as Chief Operating Officer on 6 March 2023 and stepped down from the Board and left the Company on 22 December 2023. His
remuneration for 2023 reflects the period he was a Director of the Company and does not include the value of any Shaftesbury PLC shares which vested in connection
with the merger before he joined the Board.
6. Michelle McGrath stepped down as a Director of the Company on 6 March 2023 and remains an employee of the Group. Her fixed pay and annual bonus for 2023
reflect the period she was in role as an Executive Director, and the value of her 2021 and 2022 PSP awards, which vested prior to completion of the merger, has been
shown in the 2023 PSP vesting column.
Chairman and Non-executive Directors
Fees
£’000
Taxable benefits6
£’000
Total remuneration
£’000
2024
2023
2024
2023
2024
2023
Current Non–executive Directors
Jonathan Nicholls1
314
250
4
4
318
254
Richard Akers1
110
79
1
–
111
79
Ruth Anderson1
95
77
–
–
95
77
Madeleine Cosgrave2
33
–
–
–
33
–
Sian Westerman2
27
–
–
–
27
–
Former Non–executive Directors
Charlotte Boyle3,5
56
131
–
–
56
131
Helena Coles1.3
7
68
–
–
7
68
Anthony Steains3,5
7
123
–
49
7
172
Jennelle Tilling1,3
7
77
–
2
7
79
Henry Staunton4,5
–
101
–
2
–
103
Jonathan Lane4,5
–
75
–
–
–
75
1. Jonathan Nicholls, Richard Akers, Ruth Anderson, Jennelle Tilling and Helena Coles were appointed to the Board on 6 March 2023.
2. Madeleine Cosgrave was appointed to the Board on 1 August 2024. Sian Westerman was appointed to the Board on 1 September 2024.
3. Helena Coles, Anthony Steains and Jennelle Tilling stepped down from the Board on 31 January 2024. Charlotte Boyle stepped down from the Board on 31 August
2024.
4. Henry Staunton and Jonathan Lane stepped down from the Board on 6 March 2023.
5. As disclosed in last year’s report, in recognition of the increased workload placed on Non-executive Directors in completing the merger, in 2023 additional one-off
payments were made as follows: Henry Staunton £49,500, Charlotte Boyle £38,000, Jonathan Lane £59,500, and Anthony Steains £38,000. These amounts were based
on a conservative estimate of the additional time committed to the Company’s affairs on a temporary basis.
6. Comprises medical insurance and travel expenses relating to Board meeting attendance where these are taxable, or would be if the Director were resident in the UK for
tax purposes. Where applicable, the Company pays the tax payable on Non-executive Director expenses as they are incurred in the fulfilment of Directors’ duties.
152
Shaftesbury Capital PLC | 2024 Annual Report
2.2 Annual bonus outcomes for 2024 (Audited)
Opportunity
Executive Directors had the opportunity to earn bonuses of up to 150 per cent of salary for performance in 2024. 40 per cent of the
total amount of any bonus earned is deferred for three years, subject to forfeiture should the Executive Director leave the Company.
Performance measures and targets
Bonuses for the year ended 31 December 2024 were based 75 per cent on financial performance, and 25 per cent on individual
performance.
Financial measures: The 2024 bonus included three financial measures with the following weightings:
― EPRA Net Tangible Assets per Share (25/75)
― Underlying Earnings per Share (30/75)
― Relative Total Property Return (20/75)
Non-financial measures: The Committee assessed individual performance against a set of non-financial objectives which align with
the Company’s objectives outlined on pages 16 and 17 of this Annual Report. A summary of the achievement against the Directors’
non-financial objectives is set out on pages 153 to 154.
Outcome of 2024 annual bonus performance measures (Audited)
The performance targets that applied in respect of the year ended 31 December 2024 and the Company’s performance against
them are set out below:
Performance measure
Weighting
Target range
Actual performance
% of bonus
opportunity
awarded
(out of 100%)
Threshold
(10% payout)
Target
(50% payout)
Maximum
(100% payout)
Net Tangible Assets per share
25/75
190.0p
195.0p
205.0p
200.2p
76%
Underlying Earnings per share
30/75
3.9p
4.1p
4.5p
4.0p
30%
Relative Total Property Return
20/75
Equal to MSCI
Total Return All-
Property index
Outperformance of
0.5%
Outperformance of
1.5%
Outperformance of
0.6%
55%
Non-financial objectives
25%
Disclosure of objectives and their achievement is set out on the following page
85-93%
Total bonus
60.25-62.25%
Performance against 2024 financial performance targets
The Company’s performance against the financial performance targets set for the year ended 31 December 2024 was between
the target and maximum performance targets for TPR and EPRA NTA, and underlying EPS performance was between threshold and
target. Accordingly, 52 per cent of maximum becomes payable to the Executive Directors in respect of the financial performance
measures. No discretion was applied by the Committee to adjust the formulaic outcomes.
Performance against 2024 non-financial performance targets
The Committee set clear non-financial measures for each Executive Director, which were split into five categories covering strategic
business priorities. The relative weighting of the categories varied reflecting the nature of each role. After the year end, the
Committee considered the performance of each Executive Director against their non-financial targets for 2024. A summary of the
assessment of performance against these objectives and the key achievements in the year is set out on the following page.
153
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Directors’ remuneration report
Performance against 2024 non-financial performance targets (continued)
Area
Director
Achievements
Ian
Hawksworth
Situl
Jobanputra
Corporate
26/30
24/25
― Progress on delivering on Company priorities and medium-term targets
― Delivered extensive investor relations programme including results presentations, webcasts,
roadshows, industry conferences, and investor and media portfolio tours
― Execution of Company strategy with appropriate responsibilities amongst the executive team
― Development of new non-financial KPIs
― Effective risk management
People/
Positive
impact
17/20
12.5/12.5
― Motivated the team throughout a period of significant change, delivering excellent
performance against strategy
― Positive results of employee survey, above benchmark and in line with peers, with an action
plan developed to address specific areas identified
― Delivery of leadership and development programmes, developing talent across the business
― Development of positive and progressive working culture and environment, and modelling
behaviour in line with Company values
― Development of senior leadership team and succession planning
― Completion of self-development initiatives
Financial
17/20
22.5/25
― Delivered 16 per cent growth in underlying earnings through rental growth and cost
efficiencies, resulting in a progressive dividend
― Initial cost reduction target achieved and opportunities for further efficiencies identified, to
be implemented over time
― Completion of a new £75 million unsecured loan facility; one-year extension option on
the £350 million senior unsecured loan facilities exercised; and refinancing of £300 million
revolving credit facility, enhancing liquidity and extending maturity profile
― Efficient response to FRC letter
Portfolio
management/
Transactions,
performance
& technology
16/20
22.5/25
― Delivered excellent leasing and asset management activity resulting in 7.7 per cent ERV
growth and 4.5 per cent valuation growth
― 473 leasing transactions, representing £48.7 million of rent, completed 9 per cent ahead of
December 2023 ERV and 14 per cent ahead of previous passing rent
― High occupancy maintained across the portfolio with only 2.6 per cent of ERV available to let
― £158 million disposal proceeds realised, with £83 million reinvested in strategic acquisitions
improving the quality of the portfolio
― Sale of 50 per cent interest in Longmartin to our associate partner for net cash consideration
of £94 million
― Launch of customer survey with outputs focused on providing excellent service to
our customers
― Management of external supplier performance
― Delivered material improvements in data management and reporting
― Completed integration of pre-merger finance systems
ESG
9/10
11.5/12.5
― Championed Company-wide support of ESC and Community Investment Strategies and
participated in initiatives during the year
― Launched new Community Investment Strategy and provided community contributions with a
value of £0.9 million
― Achieved re-validation of Net Zero Carbon targets
― Positive feedback from 2024 Board evaluation
Total
85/100
93/100
The financial and non-financial outcomes have resulted in bonuses of between 60.25% and 62.25% of maximum for 2024. The
Committee believes this is a fair reflection of the overall performance of the Executive Directors during the year.
Summary of Executive Directors’ annual bonuses (Audited)
Executive Director
Cash
60%
Deferred shares
40%
Total
Ian Hawksworth
£405,060
£270,041
£675,101
Situl Jobanputra
£300,294
£200,196
£500,490
154
Shaftesbury Capital PLC | 2024 Annual Report
2.3 Payments for loss of office (Audited)
During 2024, payments totalling £654,296 were paid to Chris Ward, the Group’s former Chief Operating Officer, by way of payment
in lieu of salary and certain contractual benefits (including pension, car allowance, life insurance, health insurance, death in service
pension and travel insurance) in respect of his 12 month notice period (commencing on 12 December 2023). He was also paid
£20,000 in lieu of his accrued but untaken holiday.
2.4 Payments to previous Directors (Audited)
During 2024, no payments were made to previous Directors that fall within the disclosure requirements of the Remuneration Regulations.
Directors’ share ownership and share interests
2.5 PSP and deferred bonus awards granted in 2024 (Audited)
2024 PSP awards
On 20 March 2024, the following PSP awards, structured as nil-cost options, were granted to Executive Directors:
Scheme
Market price
on date of grant1
Basis of award
Number
of awards
Face value
of awards
Percentage
vesting at
threshold2
Performance
period end3
Ian Hawksworth
PSP –
nil-cost options
132.9p
300% of salary
1,686,230
£2,241,000
25%
31 December
2026
Situl Jobanputra
1,209,932
£1,608,000
1. The awards were granted at a price of 132.9 pence, being the three-day average share price prior to grant
2. Threshold vesting under each performance condition
3. The performance period runs from 1 January 2024 to 31 December 2026
The awards will become exercisable on 20 March 2027 and are subject to two performance criteria, each with a 50 per cent weighting:
Threshold (25%)
Maximum (100%)
Relative TSR v FTSE 350 REITs (50%)
Median
Upper quartile
Relative TAR v FTSE 350 REITs (50%)
Median
Upper quartile
The Remuneration Committee retains the ability to exercise downward discretion when determining the vesting of the awards.
Deferred bonus awards
On 20 March 2024, deferred bonus awards were granted to the Chief Executive and Chief Financial Officer. These awards represent
the deferred element of the annual bonus awarded in respect of 2023 reported within the Company’s 2023 Annual Report.
Scheme
Market price
on date of grant1
Basis of award
Number
of awards
Face value
of awards
Ian Hawksworth
Deferred bonus –
nil-cost options
132.9p
40% of 2023
annual bonus
270,033
£358,874
Situl Jobanputra
196,613
£261,299
1. The awards were granted at a price of 132.9 pence, being the three-day average share price prior to grant
2.6 Outstanding PSP and deferred bonus awards (Audited)
Outstanding awards made under the PSP
a) Annual PSP awards1,2
Year granted
Option price
(pence) if any
Held at
1 January 2024
Granted during
the year
Exercised
during the year
Lapsed during
the year
Held at
31 December
2024
Exercisable
during or
between
Ian Hawksworth
2024
Nil
–
1,686,230
–
–
1,686,230
2027–2034
2023
Nil
1,926,483
–
–
–
1,926,483
2026–2033
Situl Jobanputra
2024
Nil
–
1,209,932
–
–
1,209,932
2027–2034
2023
Nil
1,381,753
–
–
–
1,381,753
2026–2033
Total
3,308,236
2,896,162
–
–
6,204,398
1. Subject to performance conditions that apply to awards made under the PSP, as set out on page 157
2. Subject to a two-year post-vesting holding period
155
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Directors’ remuneration report
Value of Executive Director shareholdings and share
interests as at 31 December 2024 (Audited)
Situl Jobanputra
Ian Hawksworth
Actual holding as a % of base salary
Deferred bonus (net of tax) as a % of base salary
Shareholding guideline
433%
267%
Directors’ shareholdings (including connected
persons) – 2024 and 2023 (Audited)
2024
Number
2023
Number
Executive Director
Ian Hawksworth1
2,245,623
2,156,735
Situl Jobanputra1
910,779
910,779
Non–executive Director
Jonathan Nicholls
192,970
192,970
Richard Akers
133,550
133,550
Ruth Anderson
16,780
16,780
Madeleine Cosgrave
–
N/A
Sian Westerman
–
N/A
Former Director
Charlotte Boyle2
15,052
15,052
Helena Coles2
20,136
20,136
Anthony Steains2
–
–
Jennelle Tilling2
41,950
41,950
1. Excludes deferred bonus awards.
2. Helena Coles, Anthony Steains and Jenelle Tilling stepped down from the
Board on 31 January 2024 and Charlotte Boyle stepped down from the Board
on 31 August 2024. Their shareholdings are stated as at the date of ceasing to
be a Director of the Company.
b) Deferred bonus awards
Year granted
Option price
(pence) if any
Held at 1
January 2024
Granted during
the year
Exercised
during the year
Lapsed during
the year
Held at 31
December 2024
Exercisable
during or
between
Ian Hawksworth
2024
Nil
–
270,033
–
–
270,033
2027–2034
2023
Nil
356,864
–
–
–
356,864
2026–2033
Situl Jobanputra
2024
Nil
–
196,613
–
–
196,613
2027–2034
2023
Nil
237,023
–
–
–
237,023
2026–2033
Total
593,887
466,646
1,060,533
2.7 Statement of Directors’ shareholdings and share interests (Audited)
a) Directors’ shareholdings
The beneficial interests in the shares of the Company for each Director who served during the 2024 financial year, as at the later
of cessation of being a Director and 31 December 2024 (and which are unchanged as at 26 February 2025, being a date not more
than one month before the date of the Notice of 2025 Annual General Meeting), are set out in the table below. The Chief Executive
is required to achieve a shareholding in the Company equivalent to 300 per cent of base salary and the Chief Financial Officer is
required to achieve a shareholding in the Company equivalent to 200 per cent of base salary, to be achieved by retaining at least 50
per cent of any vested share awards (net of tax).
There is a post-cessation shareholding requirement of 200 per cent of salary for all Executive Directors, capturing vested annual
bonus awards made from 1 January 2022 (in respect of 2021) and all PSP awards made from 1 January 2021.
The current shareholdings of the Executive Directors, and their value based on a share price of 125.5 pence, being the price of
a Shaftesbury Capital PLC share on 31 December 2024 (being the last day for trading during the year), are illustrated in the table
below. The shares which are included in these holdings are: those held beneficially by the Director, their spouse or dependent family
members; shares held within ISAs, PEPs or pensions; shares that are subject to a pre-vesting holding period, such as deferred bonus;
and vested but unexercised awards. The last three categories are included on a net-of-tax basis.
156
Shaftesbury Capital PLC | 2024 Annual Report
b) Directors’ share interests (Audited)
Details of Executive Directors’ share scheme interests, including information on vested and unvested share awards that remain
subject to performance, are set out in the table below:
(i) Summary of Executive Directors’ interests in shares and share schemes
Executive Director
Shares held
Nil–cost option
awards in respect of
deferred bonus
Awards no
longer subject
to performance
conditions
Nil–cost option
awards subject
to performance
conditions
Total
Ian Hawksworth
2,245,623
626,897
–
3,612,713
6,485,233
Situl Jobanputra
910,779
433,636
–
2,591,685
3,936,100
Total
3,156,402
1,060,533
–
6,204,398
10,421,333
The market price of Shaftesbury Capital PLC shares on 31 December 2024 (being the last day for trading during the year) was 125.5
pence, and during the year the price varied between 121.7 pence and 153.9 pence.
2.8 Implementation of the Remuneration Policy in 2025
Salary
The Executive Directors’ salaries are reviewed annually. For 2025, effective from 1 January, the Chief Executive and Chief Financial
Officer have received an increase of 2.4 per cent, which is in line with the wider workforce increase of 2.4 per cent.
The salaries for the Executive Directors are set out in the table below:
Executive Director salaries – 2024 and 2025
2025
2024
Percentage increase
Ian Hawksworth
£765,000
£747,000
2.4%
Situl Jobanputra
£549,000
£536,000
2.4%
Pension and benefits
Executive Directors receive a pension contribution or cash allowance of 17.5 per cent of salary, which is aligned with the workforce
contribution rate, and benefits as described in the Remuneration Policy on page 143.
Annual bonus
Opportunity
The annual bonus opportunity will remain unchanged for 2025 at 150 per cent of salary, with 40 per cent of any bonus awarded to
be deferred into shares for three years.
Performance conditions
For 2025, the three financial measures and weightings will remain unchanged from 2024. The Committee considers NTA per share,
Underlying EPS and Total Property Return to be well aligned with shareholders’ interests.
Performance conditions
Weighting
Description
EPRA Net Tangible Assets per Share
25/75
A key measure driving the long-term potential of our assets
Underlying Earnings per Share
30/75
Rewards value growth in net rental income as well as success in managing
costs. Weighting reflects the importance of delivering cost savings and
operating efficiencies
Relative Total Property Return
20/75
Rewards the additional portfolio value created by management over and
above any changes in value from tracking the property market as a whole,
as measured by the widely-used MSCI Total Return All-Property Index
The remaining 25 per cent of the bonus will be based on non-financial and sustainability objectives.
157
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Directors’ remuneration report
The TPR target is included in the Company’s KPIs on page 20. The KPIs are in part dependent upon the occurrence of certain
discrete events. Therefore, whilst the outperformance targets that apply to the long-term incentives are disclosed, the Board has
decided that, as the Group operates in specific locations within the competitive central London property market, prospective
disclosure of specific short-term NTA and EPS targets, or non-financial performance targets, would provide a level of information
to counterparties that could prejudice the Company’s commercial interests. The Committee will publish the performance targets
retrospectively once they have ceased to be commercially sensitive, which is expected to be when the bonus amounts are
determined.
Further information on the Company’s KPIs can be found on pages 20 to 21.
Performance Share Plan
PSP awards of 300 per cent of 2025 salary will be made to each Executive Director as awards of nil-cost options. The performance
conditions and comparator group that will apply to these awards, and all outstanding awards, are set out in the table below:
Performance conditions for PSP awards
Threshold (25%)
Maximum (100%)
TAR v FTSE 350 REITs (50 per cent)
Median
Upper quartile
TSR v FTSE 350 REITs (50 per cent)
Median
Upper quartile
Chairman and Non-executive Director remuneration
The Committee reviews the Chairman’s fee and the remuneration of the Non-executive Directors is considered by the Board. The
fees paid to the Chairman and Non-executive Directors are reviewed annually, although fees may not be increased every year.
Following the 2024 review, it was agreed that the Chairman and Non-executive Director fees would be increased by 2.5 per cent,
which is broadly in line with the underlying increase awarded to employees. The fees which will take effect from 1 May 2025 are set
out in the table below:
2025 Chairman and Non-executive Director remuneration
2025
2024
Chairman
£317,750
£310,000
Non-executive Director basic fee
£66,625
£65,000
Committee member
£5,125
£5,000
Committee Chairman
£20,500
£20,000
Senior Independent Director
£13,735
£13,400
158
Shaftesbury Capital PLC | 2024 Annual Report
Pay comparison
2.9 Percentage change in Directors’ remuneration versus employee pay
The table below shows the year-on-year percentage change in the remuneration for the years ended 31 December 2024, 31
December 2023, 31 December 2022, 31 December 2021 and 31 December 2020 of each Director compared with the average year-
on-year percentage change in remuneration of a comparator group of Shaftesbury Capital employees:
Salary/fees (% change)
Benefits (% change)
Annual bonus (% change)
2024
20231
2022
2021
2020
2024
20232
2022
2021
2020
2024
2023
2022
2021
2020
Executive Directors
Ian Hawksworth
3.89
8.28
3.75
0.79
2.92
(9.76)
32.26
10.71
7.69
–
(24.75) -10.92
42.23
N/A
–100
Situl Jobanputra
5.30
15.42
3.76
1.67
7.18
(10.71)
40.00
–16.67
–4.00
4.17
(23.43)
-2.39
42.34
N/A
–100
Non-executive Directors3
Jonathan Nicholls
25.60
N/A
N/A
N/A
N/A
00.00
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Richard Akers
39.24
N/A
N/A
N/A
N/A
30.90
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Ruth Anderson
23.38
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Madeleine Cosgrave
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Sian Westerman
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A–
N/A
N/A
N/A
N/A
N/A
Average employee4
6.88
13.23
10.3
4.63
4.94
1.16
13.13
2.95
30.51
12.34
(23.95)
33.63
20.99
54.18
–69.47
1. Changes in Executive Directors’ salaries in 2023 reflected the increased scope of roles following completion of the merger.
2. Changes in Executive Directors’ benefits reflected inclusion of permanent health insurance and life insurance in the 2023 figure in addition to the increased cost of
health insurance. Due to the relatively small values of these amounts, small absolute increases can result in large percentage changes.
3. Jonathan Nicholls, Richard Akers and Ruth Anderson joined the Board on completion of the merger and therefore only received fees from 13 March 2023. Madeleine
Cosgrave and Sian Westerman were appointed during 2024 and no comparators can be calculated.
4. As Shaftesbury Capital PLC has no direct employees, information for Group employees has been disclosed on a voluntary basis. To allow a meaningful comparison, the
analysis for employees is based on a consistent group of individuals for each comparison, being those employed by the Group at both 1 January and 31 December of
each period, and has been calculated on a full-time equivalent basis. The Directors are excluded from the average employee figures.
2.10 Chief Executive pay ratio
As Shaftesbury Capital has fewer than 250 employees, it is not legally required to report pay ratios. However, the ratios below are
disclosed on a voluntary basis.
The table below sets out the remuneration of Ian Hawksworth, who has been Chief Executive since 2010, compared with the 25th,
median and 75th percentile employee within the employee reference group as at 31 December 2024. Option A as defined in the
Companies (Miscellaneous Reporting) Regulations 2018 was used to calculate the ratios, as this calculation methodology was
considered to be the most accurate method. For 2024, the employees included in the calculation are those employed by the Group
at year end, on a full-time equivalent basis. The figure for Executive Directors’ remuneration is the single figure of remuneration for
each financial year:
Year
Method
25th percentile pay ratio
Median pay ratio
75th percentile pay ratio
2024
Option A
20.1:1
12.8:1
7.6:1
2023
Option A
43.6:1
26.5:1
14.1:1
2022
Option A
31.0:1
17.3:1
10.9:1
2021
Option A
23.9:1
14.2:1
9.5:1
2020
Option A
14.4:1
7.9:1
6.0:1
The remuneration used to calculate the 2024 pay ratios is set out below:
Chief Executive
£000
25th percentile
£000
Median
£000
75th percentile
£000
Base salary
747
56
85
125
Total remuneration
1,590
79
124
210
Due to the relative weighting of variable remuneration for the Executive Directors, the pay ratios will be significantly smaller in years
when PSP awards do not vest. In addition, due to the Group’s relatively small number of employees, the ratios calculated may vary
between years as a result of employees joining or leaving the Group.
159
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Corporate governance report | Directors’ remuneration report
Total property
return (%)
Total accounting
return (%)
Dividends
(£m)1
Employee costs
(£m)
0
20
40
60
80
100
120
140
31 Dec
2014
31 Dec
2015
31 Dec
2016
31 Dec
2017
31 Dec
2024
31 Dec
2023
31 Dec
2022
31 Dec
2021
31 Dec
2020
31 Dec
2019
31 Dec
2018
FTSE 350 Real Estate Index
Shaftesbury Capital
£
1. £4.3 million (2023: £1.9 million) of the total dividend paid during 2024 was retained by a Group-controlled entity following the dividend threshold test as set out in the
exchangeable bond conditions. £14.5 million of the total dividend paid during 2023 was paid prior to the merger.
7.6
2.2
2024
2023
+5.4
65.4
43.8
2024
2023
+21.6
7.0
5.8
2024
2023
+1.2
23.0
25.1
2024
2023
-2.1
2.11 Chief Executive single figure of total remuneration history and TSR
performance
The graph below shows the total shareholder return at 31 December 2024 of £100 invested in Capital & Counties Properties PLC
(now Shaftesbury Capital PLC) on 1 January 2015, compared with the FTSE 350 Real Estate Index. The Committee considers this
benchmark to be the most relevant benchmark for the Company’s performance.
The table below the graph shows, for each financial year, information on the remuneration of Ian Hawksworth, who has been
Chief Executive since 2010.
Total shareholder return
Financial year
2015
2016
2017
2018
2019
2020
2021
2022
20232
2024
Single figure £’000
3,275
918
1,307
991
1,566
813
1,510
2,121
3,723
1,590
Annual bonus % of max
91.25
21.25
61.60
23.75
83.33
0
73.75
100.00
82.50
60.25
MSP vesting % of max
40 or 801
0
0
0
N/A
N/A
N/A
N/A
N/A
N/A
PSP vesting % of max
60
0
0
0
0
0
0
25
63 and 66.72
N/A
1. Depending on the award. Please refer to 2015 Annual Report for more information.
2. PSP vesting for the 2021 and 2022 PSP awards. Note that awards were also subject to pro-rating for time.
2.12 Relative importance of spend on pay
The bar graphs below illustrate dividends paid and total employee pay expenditure (which includes pension, variable pay and
national insurance) for the financial years ended 31 December 2023 and 31 December 2024, and the year-on-year change in
each. The 2023 disclosure is based solely on Capco/Shaftesbury Capital pre- and post-merger and does not take into account
Shaftesbury’s dividends and employee spend. The aforementioned measures are those prescribed by the remuneration disclosure
regulations; however, they do not reflect Shaftesbury Capital’s KPIs, which are explained on pages 20 and 21. Accordingly, bar
graphs showing Shaftesbury Capital’s one-year TPR and TAR are also included.
160
Shaftesbury Capital PLC | 2024 Annual Report
Remuneration Committee adviser and voting
2.13 Independent adviser to the Remuneration Committee
The Committee appointed FIT as its independent remuneration adviser in 2023 following a competitive tender. FIT is a member
of the Remuneration Consultants Group and adheres to its code of conduct. The Committee has received confirmation of
independence from FIT, and is satisfied that the advice received was objective and independent. In addition to advice provided
to the Committee, FIT provided share award valuation and share plan implementation services to the Company. During 2024, the
Company was charged a total of £59,000 by FIT in respect of advice to the Committee. Fees were charged on a time spent basis.
2.14 Shareholder voting
The table below shows the results of the advisory vote on the 2023 Directors’ remuneration report at the 2024 AGM and the binding
vote on the current Remuneration Policy at the 2023 AGM.
Voting on remuneration report at the 2024 AGM and Remuneration Policy at the 2023 AGM
Year
Votes for
% for
Votes against
% against
Total votes cast
Votes withheld
(abstentions)
2024
Approval of Remuneration Report
1,429,850,274
97.06
43,345,551
2.94
1,473,195,825
24,106,616
2023
Approval of Remuneration Policy
1,279,525,790
89.18
155,218,849
10.82
1,434,744,639
10,790,790
This Directors’ remuneration report was approved for issue by the Board of Directors on 26 February 2025.
Richard Akers
Chairman of the Remuneration Committee
161
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
106
Board of Directors
110
Chairman’s introduction
113
How the Board monitors culture
and employee engagement
114
The role of the Board and its
Committees
116
Principal Board activities in 2024
118
Our section 172(1) statement
124
Division of responsibilities
126
Board skills, experience and
background
127
Nomination Committee report
132
Audit Committee report
138
Directors’ remuneration report
162
Directors’ report
Financial statements
Additional information
Directors’ report
The Directors present their Annual Report and the audited consolidated financial
statements for the year ended 31 December 2024.
Additional disclosures
Certain Directors’ report disclosures, including a number of
those required under the Companies Act 2006 (the “CA 2006”),
Schedule 7, Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, the Listing Rules and
the Disclosure Guidance and Transparency Rules, have been
incorporated into this Directors’ report by reference and can
be found within other sections of the Annual Report as follows:
Content
Pages
Strategic report (which includes information on
likely future developments in the business of the
Company)
Inside cover
to 103
Chief Executive’s statement
12 to 15
Our purpose-led strategy
16
Our business model
17
Key performance indicators
20 and 21
Portfolio and operating review
32 to 43
Stakeholder engagement
44 to 49
Our people and culture
100 and 101
Financial review
50 to 58
Risk management
59 to 65
Principal risks and uncertainties
61 to 65
Task Force on Climate-related Financial
Disclosures
66 to 74
Viability statement
75 and 76
Going concern statement
58
Sustainability (which includes information on
the Group’s environmental, sustainability and
community matters and the Group’s disclosures
on greenhouse gas emissions, energy consumption
and energy efficiency activities)
78 to 99
Section 172(1) statement
118 to 120
Non-pre-emptive issue of equity (note 24 to the
financial statements)
207
Interests in significant contracts (note 28 to the
financial statements)
209
Company status and listings
The Company has a primary and premium listing on the
London Stock Exchange main market and a secondary listing
on the Johannesburg Stock Exchange and the A2X. For the
purposes of its listing on the Johannesburg Stock Exchange,
the Company maintains an overseas branch register in South
Africa. The Company’s secured exchangeable bonds due in
2026 are listed on the Frankfurt Stock Exchange.
Directors
The Directors of the Company who held office during the
year and up to the date of signing the financial statements, or
during the year and prior to the date of signing the financial
statements, were as follows:
Chairman
Jonathan Nicholls
Executive
Directors
Ian Hawksworth
Situl Jobanputra
Non-
executive
Directors
Richard Akers
Ruth Anderson
Madeleine Cosgrave (appointed 1 August 2024)
Sian Westerman (appointed 1 September 2024)
Charlotte Boyle (stepped down 31 August 2024)
Helena Coles (stepped down 31 January 2024)
Anthony Steains (stepped down 31 January 2024)
Jennelle Tilling (stepped down 31 January 2024)
Biographies of each current Director can be found on pages
106 and 107.
Details of the remuneration of current Directors, and other
Directors who served during the year and prior to the date
of signing the financial statements, alongside details of each
Director’s interests in the Company’s shares, are set out in
the Directors’ remuneration report (which is incorporated by
reference into this report) on pages 138 to 161.
The powers of the Directors are determined by UK legislation
and the Company’s Articles of Association (the “Articles”),
together with any specific authorities that shareholders may
approve from time to time.
The rules governing the appointment and replacement of
Directors are contained in UK legislation and the Company’s
Articles. In compliance with the UK Corporate Governance
Code 2024 (the “2024 Code”), all the current Directors will
retire from office and will offer themselves for election or re-
election, as relevant, at the 2025 Annual General Meeting.
Compensation for loss of office
The Company does not have any agreements with any
Executive Director or employee that would provide compensation
for loss of office or employment resulting from a takeover,
except that provisions of the Company share schemes may
cause share options and awards to vest on a takeover.
Corporate governance report
162
Shaftesbury Capital PLC | 2024 Annual Report
Directors’ conflicts of interest
The Company has procedures in place for the management
of conflicts of interest. Should a Director become aware that
they, or a connected party, have an interest in an existing or
proposed transaction with the Group, they should notify the
Company Secretary before or at the next Board meeting.
Directors have a continuing obligation to notify any changes
to their potential conflicts.
Directors’ indemnities and insurance
In accordance with the Company’s Articles, the Company has
indemnified the Directors to the full extent allowed by UK law.
The indemnity arrangements were in force throughout the year
(and at the date of approval of the financial statements) and
are qualifying indemnity provisions under the CA 2006. The
Company maintains directors’ and officers’ liability insurance,
which is reviewed annually.
Articles of Association
Changes to the Articles must be approved by shareholders in
accordance with UK legislation.
Dividends
The Directors have proposed the following dividends:
Interim dividend paid on
1 October 2024
1.70 pence per ordinary share
Proposed final dividend
to be paid on 30 May 2025
1.80 pence per ordinary share
Total dividend for 2024
3.50 pence per ordinary share
The proposed final dividend will be paid wholly as a Property
Income Distribution (“PID”). There will be no ordinary dividend
(“non-PID”). The dividend will be paid on 30 May 2025 to
shareholders whose names are on the register on 25 April
2025. The interim dividend consisted of 1.0 pence paid as a
PID and 0.7 pence paid as a non-PID.
Capital structure
Details of the Company’s issued ordinary share capital,
including details of movements in the issued share capital
during the year, and authorities to issue or repurchase shares
are shown below and in note 24 to the financial statements on
page 207. Each share carries the right to one vote at general
meetings of the Company.
The Company was granted authority at the 2024 Annual
General Meeting to make market purchases of its own ordinary
shares. This authority will expire at the conclusion of the 2025
Annual General Meeting, or, if earlier, on 23 August 2025, and
a resolution will be proposed to seek further authority to make
market purchases of the Company’s own ordinary shares. No
ordinary shares were purchased under this authority during the
year or in the period from 1 January 2025 to 26 February 2025
(the latter being a date not more than one month before the
date of the Notice of 2025 Annual General Meeting).
At 26 February 2025, the Company had an unexpired authority
to repurchase shares up to a maximum of 182,481,970 shares
with a nominal value of £45.6 million, and the Directors had an
unexpired authority to allot up to a maximum of 1,217,446,234
shares with a nominal value of £304.4 million, of which
608,723,117 shares with a nominal value of £152.2 million
can only be allotted pursuant to a rights issue.
There are no specific restrictions on the transfer of shares
beyond those standard provisions set out in the Articles.
No shareholder holds shares carrying special rights with
regard to control of the Company.
Use of financial instruments
Information on financial risk management objectives and policies,
including hedging policies and exposure of the Company in
relation to the use of financial instruments, can be found in note
22 to the financial statements on pages 201 to 206.
Change of control provisions
There are a number of agreements which (should consent not
be obtained from the counterparty to a change of control) alter
or terminate upon a change of control of the Company. The
£350 million, the £300 million and the £75 million Shaftesbury
Capital facilities, the Covent Garden £380 million loan notes,
the £450 million Shaftesbury AV Limited facility, and the
£134.8 million Shaftesbury CL Limited facility contain provisions
requiring outstanding facilities to be repaid on a change of
control. The £275 million exchangeable bonds (due to be repaid
in 2026) provide bondholders the right of early redemption on
a change of control, subject to certain exceptions.
The Lillie Square development joint venture contains provisions
which are triggered by a change of control.
The Performance Share Plan includes provisions relating to the
treatment of awards in the event of a change of control.
Substantial shareholdings
The significant holdings of voting rights in the share capital
of the Company notified to the Financial Conduct Authority
and disclosed in accordance with Disclosure Guidance and
Transparency Rule 5, as at 26 February 2025, are shown in
the table below.
Substantial shareholdings disclosed as at 26 February 2025
Holder
Number of
shares held at time of
last notification
Percentage of total issued share
capital held at time
of last notification1,2
Nature of holding
Date of last
notification
Norges Bank
459,649,804
23.53%
Direct interest
8 March 2023
BlackRock, Inc.
115,373,385
5.89%
Indirect interest
29 March 2024
1. Notified holdings are calculated with reference to the total issued share capital on the date the threshold was reached.
2. The existing issued share capital of the Company includes 128,350,793 ordinary shares held by a Group entity, of which 127,008,786 are held as security under the
terms of the £275 million exchangeable bond. The 128,350,793 ordinary shares will not vote whilst they are held by a Group entity.
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Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Corporate governance report | Directors’ report
Corporate governance statement
The information fulfilling the requirements of the corporate
governance statement should be deemed to be incorporated
within this Directors’ report. This includes the requisite
disclosures in relation to diversity (see pages 104 to 161)
and share capital (see note 24 to the financial statements
(page 207)).
Application of the Principles of the UK Corporate Governance
Code 2018 (the “2018 Code”) can be found on pages 104 to
161. Full details of the 2018 and 2024 Codes can be found
on the Financial Reporting Council’s website:
https://www.frc.org.uk.
Employees
Information on the Group’s employees, and engagement with
our employees during the year, can be found on pages 46 and
47, pages 100 and 101, page 113 and in note 5 to the financial
statements on page 190.
Engagement with stakeholders
Information on the ways in which the Directors have regard
to the need to foster the Company’s relationships with
stakeholders, including customers, the local community and
finance providers, and the effect of that regard on principal
decisions taken by the Board, is set out in the stakeholder
engagement section on pages 44 to 49 and our section 172(1)
statement on pages 118 to 120 of this report.
Political donations
The Company did not make any political donations during the
year (2023: nil).
The environment
Details of the Group’s ESC Strategy and its aims and activities
during the year are set out on pages 78 to 99. Further
information is available on the Company’s website:
https://www.shaftesburycapital.com/en/responsibility/
our-approach.html.
Disclosure to external auditor
So far as the Directors are aware, there is no relevant audit
information of which the external auditor is unaware. Each
Director has taken all steps that they ought to have taken as
a Director in order to make themself aware of any relevant
audit information, and to establish that the auditor is aware of
that information. This confirmation is given in accordance with
section 418 of the CA 2006.
Independent auditor
The Board has recommended that PricewaterhouseCoopers
LLP (“PwC”), who have indicated their willingness to continue in
office, be reappointed as the Company’s independent auditor
and that a resolution seeking PwC’s reappointment will be
proposed at the 2025 Annual General Meeting. The external
audit contract was last put out to competitive tender in 2019
and PwC was reappointed as external auditor in January 2020.
Under current regulations, the Company is required to retender
the audit by no later than the 2030 financial year.
Events after the reporting period
Details of events after the reporting period can be found in
note 32 to the financial statements on page 212.
Annual General Meeting
The 2025 Annual General Meeting of the Company will be
held on 22 May 2025 at 11.30 am (London time) at the London
offices of Herbert Smith Freehills LLP (the “AGM”). The AGM
notice will contain the specific details and, together with an
explanation of the business to be dealt with at the meeting,
will be included as a separate document sent to shareholders
dependent on their election via electronic or hard copy
means. The notice of AGM will be issued to shareholders at
least 20 working days before the meeting, and will also be
made available on the Company’s website. Shareholders are
requested to check the website for the latest details concerning
the 2025 AGM.
By order of the Board
Ruth Pavey
Company Secretary
26 February 2025
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Shaftesbury Capital PLC | 2024 Annual Report
Financial statements
165
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements
Directors’ responsibilities
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law
and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have
prepared the Group financial statements in accordance with UK-adopted international accounting standards and the Company
financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting
Standards, comprising FRS 101, ‘Reduced Disclosure Framework’, and applicable law).
Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the
financial statements, the Directors are required to:
– select suitable accounting policies and then apply them consistently;
– state whether applicable UK-adopted international accounting standards have been followed for the Group financial statements
and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the Company financial statements,
subject to any material departures disclosed and explained in the financial statements;
– make judgements and accounting estimates that are reasonable and prudent; and
– prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company
will continue in business.
The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s
and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company
and enable them to ensure that the financial statements and the Directors’ remuneration report comply with the Companies
Act 2006.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s and Company’s position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in the Corporate governance section of the Annual Report confirm
that, to the best of their knowledge:
– the Group financial statements, which have been 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;
– the Company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view of the assets, liabilities and financial position of the Company; and
– the Strategic Report includes a fair review of the development and performance of the business and the position of the
Group and Company, together with a description of the principal risks and uncertainties that it faces.
In the case of each director in office at the date the Directors’ report is approved:
– so far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors are
unaware; and
– they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit
information and to establish that the Group’s and Company’s auditors are aware of that information.
The financial statements on pages 174 to 217 were approved by the Board of Directors on 26 February 2025 and signed on its
behalf by:
Ian Hawksworth
Situl Jobanputra
Chief Executive
Chief Financial Officer
26 February 2025
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Independent auditors’ report
to the members of Shaftesbury
Capital PLC
Report on the audit of the financial statements
Opinion
In our opinion:
– Shaftesbury Capital PLC’s Group financial statements and Company financial statements (the “financial statements”) give a true
and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2024 and of the Group’s profit and the
Group’s cash flows for the year then ended;
– the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards
as applied in accordance with the provisions of the Companies Act 2006;
– the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and
applicable law); and
– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report, which comprise: the Consolidated and Company balance sheets
as at 31 December 2024; the Consolidated income statement, the Consolidated statement of comprehensive income, the Consolidated and
Company statements of changes in equity and the Consolidated statement of cash flows for the year then ended; and the notes to the
financial statements, comprising material accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities
under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were
not provided.
Other than those disclosed in Note 5 (c), we have provided no non-audit services to the Company or its controlled undertakings
in the period under audit.
Our audit approach
Overview
Audit scope
– We audited the complete financial information of the Group, which comprises the Group’s property portfolio
and the Group’s share of joint ventures and associates.
Key audit matters – Valuation of investment property (Group)
– Valuation of investment in Group companies and amounts owed by subsidiaries (Company)
Materiality
– Overall Group materiality: £52.3 million (2023: £52.1 million) based on 1 per cent of total assets.
– Overall Company materiality: £36.6 million (2023: £37.4 million) based on 1 per cent of total assets.
– Performance materiality: £39.2 million (2023: £39.1 million) (Group) and £27.4 million
(2023: £28.1 million) (Company).
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Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Independent auditors’ report
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results
of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Valuation of the acquired assets and liabilities of Shaftesbury PLC was a key audit matter last year, due to the acquisition of
Shaftesbury PLC in March 2023. This represented a large and non-recurring transaction in 2023, but it is no longer a key audit
matter this year. Otherwise, the key audit matters below are consistent with last year.
Key audit matter
How our audit addressed the key audit matter
Valuation of investment property (Group)
Refer to the Audit Committee report and notes 1, 6, and 12 of the
financial statements.
The valuation of the Group’s investment property is the key component of
the net asset value. The result of the revaluation this year was a profit of
£202.9 million (2023: £68.5 million loss) as set out in notes 6 and 12, and
is accounted for within ‘Gain/Loss on revaluation and sale of investment
property’ in the Group’s Consolidated income statement.
The Group engages third party real estate valuation experts (‘third party
valuers’) to support them with determining the fair value of the Group’s
properties. These valuers were engaged to perform valuations in accordance
with the Royal Institution of Chartered Surveyors Valuation – Professional
Standards (“RICS”).
The Group’s property portfolio comprises mixed use investment property
(including retail, food and beverage, office and residential) in London’s West
End, and these properties are not uniform in nature. There are a number of
different assumptions made by the Group’s third party valuers, CBRE (for the
Covent Garden properties) and Cushman & Wakefield (for the remainder of
the West End wholly owned property portfolio), in determining fair value.
The assumptions on which the property values are based are influenced by
tenure and tenancy details, prevailing market yields and the estimated rental
values for each property. Macroeconomic factors and uncertain market
conditions also impact the valuation of investment property.
In addition, the valuation of the investment property is particularly subjective
given the current macroeconomic conditions. There is also growing scrutiny
on the valuation of assets given the potential impacts of climate change.
Accordingly we identified this area as a key audit matter. The focus of our
work was on the Investment property financial statement line item, but we
also perform similar procedures over property assets held as owner
occupied and within joint ventures and associates.
Assessing the third party valuers’ expertise and objectivity
We assessed the competence and capabilities of the valuers and verified their
qualifications. The valuers are reputable and established real estate valuation
firms. We also assessed their independence by discussing the scope of their
work and reviewing the terms of their engagement for unusual terms or
fee arrangements.
We engaged our own auditors’ real estate valuation experts who are qualified
chartered surveyors with relevant market knowledge to support our audit
procedures. This included reading the external valuation reports prepared
by CBRE, Cushman & Wakefield, and the other valuers engaged to undertake
property valuations for the Group’s joint ventures and associates. Our audit
experts also attended meetings with the third party valuers to discuss and
challenge assumptions applied, supporting the audit team with identifying
where additional audit evidence was required. Our audit experts also
confirmed that the valuation approaches applied by the third party valuers
were in accordance with the RICS standards and in accordance with IFRS 13,
and therefore suitable for use in determining the fair value of investment
property for the purpose of the financial statements.
Data provided to the third party valuers
For investment properties the key data that management provides to the
third party valuers is tenancy schedules. These contain information for each
property, of leases, square footages, use and other details. We tested a
sample of this data to ensure it was complete and accurate.
Assumptions and estimates used by the third party valuers
With the assistance of our own valuation experts, we met with the third party
valuers independently of management and gained an understanding of the
valuation methods and assumptions used. The nature of assumptions used
varied across the portfolio depending on the nature of each property, but they
included estimated investment yields and rental values and also factored in
void rates and rent free periods.
We utilised independent sources of information and employed our own data
analytics tools to develop our own ranges of the expected yields and capital
value movements for the properties in the portfolio, based on their individual
uses and locations. This allowed us to identify assumptions and property
capital value movements that fell outside of our expected range, and
therefore focus our audit challenge on understanding the reasons for these
(from the third party valuers and management) and obtaining further audit
evidence as required. For the Group’s largest properties (by capital value) we
also made specific enquiries of the third party valuers and assessed the basis
for the key assumptions used in determining these property values, obtaining
audit evidence to support these.
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Key audit matter
How our audit addressed the key audit matter
Valuation of investment property (Group) continued
Assumptions and estimates used by the third party valuers continued
We evaluated whether, based on these procedures together with our
experience of this sector, the estimate or assumptions applied were
reasonable. We considered the reasonableness of assumptions that are not
so readily comparable with published benchmarks, in particular ERV where,
for a sample of individual properties, we specifically challenged the third party
valuers to support their individual ERV assumptions with reference to available
evidence and in the context of the impact of macroeconomic uncertainties
and trends.
It was evident from our interaction with the external valuers, and from our
review of the valuation reports, that close attention had been paid to each
property’s individual characteristics at a detailed, tenant by tenant level, as
well as considering specific factors such as the latest leasing and sale activity,
the desirability of the asset and the extent to which macroeconomic factors
impacted or not on the asset.
Overall findings
Based on the procedures performed and the evidence obtained, we
concluded that the valuation of investment property was reasonable.
Key audit matter
How our audit addressed the key audit matter
Valuation of investment in Group companies and amounts owed by
subsidiaries (Company)
Refer to notes II and III of the financial statements.
The Company holds investments in Group companies of £2,129.4 million
(2023: £2,129.4 million), and amounts owed by subsidiaries of £1,523.4 million
(2023: £1,616.3 million).
The impairment assessment of the Company’s investments in subsidiaries
and determination of any expected credit loss allowance in respect of
amounts owed by subsidiaries is performed on an annual basis.
Management’s current year assessment concluded that the carrying value of
investments was supported by the net assets of the underlying subsidiaries.
The classification of the amounts owed by subsidiaries is presented as non-
current receivables this year, reflecting the conclusions of a post-merger
entity reorganisation that is expected to be completed during 2025.
This area was identified as a key audit matter given the materiality of
these balances.
We assessed the accounting policies for investments and amounts owed
by subsidiaries to ensure these were compliant with UK Generally Accepted
Accounting Practice (specifically FRS 101). We verified that the methodology
used by management in arriving at the carrying value of each subsidiary and
the expected credit loss for amounts owed by subsidiaries, was compliant
with UK GAAP FRS 101.
We obtained management’s impairment and expected credit loss allowance
assessments and validated that input data used was consistent with the
Group financial statements and underlying subsidiary carrying values.
Based on our audit procedures and the evidence we obtained, we concluded
that the valuation of investments in Group companies and amounts owed by
subsidiaries were supportable.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls,
and the industry in which they operate.
All audit procedures were performed by the Group engagement team.
The impact of climate risk on our audit
We also read the disclosures included in the Strategic Report in relation to climate change, explaining the governance processes
in place to assess climate risk and additional reporting requirements. The Group has made commitments to a Net Zero Carbon
Pathway by 2040. A detailed description of the commitments and targets to achieve these is set out in the Strategic Report.
As part of our audit we made enquiries of management to understand the process adopted to assess the potential impacts of
climate risks on the Group’s financial statements. The key area of the financial statements where management evaluated that
climate risk has a potential significant impact is in relation to the valuation of investment properties (see note 12 of the Group
financial statements). We also considered this an area which may be potentially materially impacted by climate risk and
consequently we focused our audit work in this area. Further details of our audit work performed is set out in the key audit
matters section of this report, ‘Valuation of investment property (Group)’.
We also considered the disclosures in relation to climate change in the financial statements and whether these were consistent
with the information included in the Strategic Report, including the Task Force on Climate-related Financial Disclosures (TCFD).
Our procedures did not identify any material issues in the context of our audit of the financial statements as a whole, and as set out
in the key audit matters section of this report, ‘Valuation of investment property (Group)’.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of
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Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Independent auditors’ report
our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements,
both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group
Financial statements – Company
Overall materiality
£52.3 million (2023: £52.1 million).
£36.6 million (2023: £37.4 million).
How we determined it
1 per cent of total assets
1 per cent of total assets
Rationale for benchmark applied
The key measure of the Group’s performance is the valuation
of investment property and the balance sheet as a whole. On this
basis, and consistent with the prior year, we set an overall Group
materiality level based on total assets.
The Company is predominantly an investment holding
Company and therefore total assets is deemed the
most appropriate benchmark.
In addition to overall Group materiality, specific materialities were also applied to certain areas of the Consolidated income
statement and related working capital balances. Our specific materialities were aligned with the metrics in the Annual Report and
Group financial statements that we believe are of particular interest to the members and we determined those metrics to be gross
profit and gross finance costs. In order to reflect their specific characteristics, we applied materiality levels of £8.3 million which is
5 per cent of the current year gross profit (2023: £7.0 million, 5 per cent) and £3.9 million which is 5 per cent of current year gross
finance costs (2023: £5.3 million, 5 per cent).
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of
our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75 per cent (2023: 75 per cent) of overall materiality, amounting to
£39.2 million (2023: £39.1 million) for the Group financial statements and £27.4 million (2023: £28.1 million) for the Company
financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £2.6 million
(Group audit) (2023: £2.6 million) and £1.8 million (Company audit) (2023: £1.9 million) as well as misstatements below those
amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern basis
of accounting included:
– Obtaining management’s analysis of the going concern of the Group and Company and supporting cash flow forecasts and
covenant compliance calculations. Management prepared forecasts for a base case, severe but plausible downside case,
and undertook reverse stress testing;
– Understanding and assessing the reasonableness of the key assumptions used in the cash flow forecasts, including assessing
whether we considered the downside sensitivities to be appropriately severe, the availability of committed finance and covenant
compliance during the forecast period;
– Corroborating key assumptions in the cash flow forecasts (e.g. investment property valuations, rental income and finance costs)
to other evidence including external research and historical performance, and ensuring this was consistent with our audit work in
these and other areas;
– Evaluating the audit evidence we obtained and assessing whether management’s conclusions were supportable; and
– Reviewing the disclosures in the financial statements relating to the going concern basis of preparation and evaluating whether
these provided an explanation of the Directors’ assessment that was consistent with the audit evidence we obtained.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern
for a period of at least 12 months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and the
Company’s ability to continue as a going concern.
In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered
it appropriate to adopt the going concern basis of accounting.
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Shaftesbury Capital PLC | 2024 Annual Report
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of
this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’
report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the
other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this
report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are
required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic Report and Directors’ report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and
matters as described below.
Strategic Report and Directors Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’
report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit,
we did not identify any material misstatements in the Strategic Report and Directors’ report.
Directors’ remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term viability and that part of
the corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate Governance
Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other
information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial statements and our knowledge obtained during the audit, and
we have nothing material to add or draw attention to in relation to:
– The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
– The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks
and an explanation of how these are being managed or mitigated;
– The Directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern
basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s and Company’s ability
to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
– The Directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment covers
and why the period is appropriate; and
– The Directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Group and Company was substantially less in
scope than an audit and only consisted of making inquiries and considering the Directors’ process supporting their statement;
checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering
whether the statement is consistent with the financial statements and our knowledge and understanding of the Group and
Company and their environment obtained in the course of the audit.
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Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Independent auditors’ report
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
corporate governance statement is materially consistent with the financial statements and our knowledge obtained during
the audit:
– The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess the Group’s and Company’s position, performance, business
model and strategy;
– The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
– The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the Company’s
compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the
Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of
the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view.
The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative
but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to those governed by the Financial Conduct Authority, and we considered the extent to which non-compliance
might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact
on the financial statements such as the Companies Act 2006 and compliance with UK income tax rules, specifically compliance with
the Real Estate Investment Trust (REIT) status Part 12 of the Corporation Tax Act 2010. We evaluated management’s incentives and
opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined
that the principal risks were related to the posting of inappropriate journal entries to revenue primarily, and management bias in
accounting estimates and judgemental areas of the financial statements particularly in relation to the estimation of the fair value
of investment property (and other property portfolio assets). Audit procedures performed by the engagement team included:
– Enquiries with management and parties outside of the finance function, including the Group’s internal auditors, regarding any
known or suspected instances of non-compliance with laws and regulations and fraud;
– Evaluation of management’s controls designed to prevent and detect irregularities;
– Evaluation of audit evidence obtained to support the Group’s compliance with the Real Estate Investment Trust (REIT) status
Part 12 of the Corporation Tax Act 2010;
– Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation
to the valuation of investment property (see the key audit matters set out earlier in this report);
– Identifying and testing journal entries, in particular any journal entries posted to revenue with unusual account combinations; and
– Reviewing the whistleblowing log and relevant minutes of meetings, including those of the Board and Audit Committee.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
172
Shaftesbury Capital PLC | 2024 Annual Report
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations.
We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit
sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
– we have not obtained all the information and explanations we require for our audit; or
– adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received
from branches not visited by us; or
– certain disclosures of Directors’ remuneration specified by law are not made; or
– the Company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with
the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were appointed by the members on 3 June 2010 to audit the financial
statements for the year ended 31 December 2010 and subsequent financial periods. The period of total uninterrupted engagement
is 15 years, covering the years ended 31 December 2010 to 31 December 2024.
Other matter
The Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these
financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R
and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over
whether the structured digital format annual financial report has been prepared in accordance with those requirements.
Andrew Paynter (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
26 February 2025
173
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Consolidated income statement and consolidated statement of comprehensive income
Consolidated income statement
For the year ended 31 December 2024
Note
2024
£m
2023
£m
Revenue
4
227.1
195.1
Costs
4
(60.0)
(53.2)
Gross profit
4
167.1
141.9
Other income
–
2.7
Administration expenses
5
(42.7)
(83.8)
Gain/(loss) on revaluation and sale of investment property
6
194.6
(65.0)
Change in value of investments and other receivables
7
(7.0)
(12.5)
Change in fair value of financial assets through profit or loss
22
–
52.0
Operating profit
312.0
35.3
Finance income
8
14.8
15.6
Finance costs
9
(72.0)
(67.5)
Other finance income
8
4.5
4.1
Other finance costs
9
(6.5)
(31.3)
Change in fair value of derivative financial instruments
15
(0.9)
(11.3)
Net finance costs
(60.1)
(90.4)
Profit from joint ventures and associates
14
4.5
0.2
Gain on bargain purchase
31
–
805.5
Loss on sale of associate
14
(4.0)
–
Profit before tax
252.4
750.6
Taxation
10
(0.3)
(0.2)
Profit for the year
252.1
750.4
Earnings per share
Basic earnings per share
3
13.8p
45.5p
Dilutive earnings per share
3
13.8p
45.3p
Consolidated statement of
comprehensive income
For the year ended 31 December 2024
Note
2024
£m
2023
£m
Profit for the year
252.1
750.4
Other comprehensive (expense)/income
Items that will not be reclassified to profit or loss:
Revaluation (loss)/gain on owner-occupied property
13
(0.1)
1.8
Total comprehensive income for the year
252.0
752.2
174
Shaftesbury Capital PLC | 2024 Annual Report
Financial statements | Consolidated balance sheet
Consolidated balance sheet
As at 31 December 2024
Note
2024
£m
2023
£m
Non-current assets
Investment property
12
4,899.1
4,740.2
Property, plant and equipment
13
25.5
24.0
Investments in joint ventures and associates
14
–
83.4
Derivative financial instruments
15
–
1.4
Trade and other receivables
16
139.7
116.1
5,064.3
4,965.1
Current assets
Trade and other receivables
16
30.4
42.7
Derivative financial instruments
15
3.4
8.3
Cash and cash equivalents
17
124.0
200.2
157.8
251.2
Assets held for sale
Investment property held for sale
12
9.8
–
9.8
–
Total assets
5,231.9
5,216.3
Non-current liabilities
Borrowings
19
(1,467.8)
(1,534.8)
Lease liabilities
20
(2.7)
(2.7)
Derivative financial instruments
15
(1.8)
(7.2)
(1,472.3)
(1,544.7)
Current liabilities
Borrowings
19
–
(94.9)
Lease liabilities
20
(0.3)
(0.3)
Tax liabilities
(0.2)
(0.2)
Trade and other payables
18
(84.8)
(96.0)
(85.3)
(191.4)
Total liabilities
(1,557.6)
(1,736.1)
Net assets
3,674.3
3,480.2
Equity
Share capital
24
488.2
488.2
Other components of equity
3,186.1
2,992.0
Total equity
3,674.3
3,480.2
These consolidated financial statements on pages 174 to 212 have been approved for issue by the Board of Directors on
26 February 2025 and signed on its behalf by:
Ian Hawksworth
Situl Jobanputra
Chief Executive
Chief Financial Officer
175
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Consolidated statement of changes in equity
Consolidated statement of
changes in equity
For the year ended 31 December 2024
Note
Share
capital
£m
Share
premium
£m
Own
shares1
£m
Capital
redemption
reserve
£m
Merger
reserve2
£m
Share-based
payment
reserve
£m
Other
reserves
£m
Retained
earnings
£m
Total
equity
£m
At 1 January 2023
212.8
232.5
–
1.5
293.7
9.8
(0.4)
811.7
1,561.6
Profit for the year
–
–
–
–
–
–
–
750.4
750.4
Other comprehensive income for the year
–
–
–
–
–
–
–
1.8
1.8
Total comprehensive income for the year
–
–
–
–
–
–
–
752.2
752.2
Completion of all-share merger
273.9
–
(32.1)
–
962.3
–
–
–
1,204.1
Dividends
11
–
–
–
–
–
–
–
(41.9)
(41.9)
Issue of shares and realisation of the share-based
payment reserve on issue of the employee
share options3
1.5
–
(0.8)
–
–
(9.8)
–
11.9
2.8
Fair value of share-based payment
29
–
–
–
–
–
1.3
–
–
1.3
Realisation of cash flow hedge
–
–
–
–
–
–
0.1
–
0.1
Balance at 31 December 2023
488.2
232.5
(32.9)
1.5
1,256.0
1.3
(0.3)
1,533.9
3,480.2
Profit for the year
–
–
–
–
–
–
–
252.1
252.1
Other comprehensive expense for the year
–
–
–
–
–
–
–
(0.1)
(0.1)
Total comprehensive income for the year
–
–
–
–
–
–
–
252.0
252.0
Dividends
11
–
–
–
–
–
–
–
(61.1)
(61.1)
Fair value of share-based payment
29
–
–
–
–
–
3.1
–
–
3.1
Realisation of cash flow hedge
–
–
–
–
–
–
0.1
–
0.1
Balance at 31 December 2024
488.2
232.5
(32.9)
1.5
1,256.0
4.4
(0.2) 1,724.8
3,674.3
1. Represents the nominal value of 128,350,793 shares issued to a controlled entity in respect of secured shares previously held as collateral for the exchangeable bonds and 3,146,886
shares held by the Group’s Employee Benefit Trust in respect of employee share awards.
2. Represents non-qualifying consideration received following previous share placings and the all-share merger with Shaftesbury PLC completed on 6 March 2023. The amounts taken to
the merger reserve do not currently meet the criteria for qualifying consideration and therefore will not form part of distributable reserves as they form part of linked transactions.
3. Represents the issue of 6,170,629 new shares and subsequent realisation of the outstanding share-based payment reserve on the close out of the Group’s share scheme prior to
completion of the all-share merger. Following the vesting, 3,146,886 shares were purchased by the Group’s Employee Benefit Trust.
176
Shaftesbury Capital PLC | 2024 Annual Report
Financial statements | Consolidated statement of cash flows
Consolidated statement
of cash flows
For the year ended 31 December 2024
Note
2024
£m
2023
£m
Cash flows from operating activities
Cash generated from operations
27
108.7
29.8
Finance costs paid
(72.0)
(59.5)
Interest received
15.0
16.1
Net cash inflow/(outflow) from operating activities
51.7
(13.6)
Cash flows from investing activities
Purchase and development of property
(130.4)
(51.2)
Purchase of fixed assets
(2.3)
(3.4)
Sale of property
136.6
88.1
Cash acquired in a business combination
–
118.1
Dividends received from associate
1.2
1.5
Sale of associate
82.5
–
Loans to joint ventures and associates repayment received
15.6
2.7
Net cash inflow from investing activities
103.2
155.8
Cash flows from financing activities
Borrowings repaid
(305.0)
(1,151.0)
Borrowings drawn
135.0
1,126.0
Acquisition of derivative financial instruments
–
(5.0)
Cash dividends paid
11
(61.1)
(41.9)
Net cash outflow from financing activities
(231.1)
(71.9)
Net movement in cash and cash equivalents
(76.2)
70.3
Cash and cash equivalents at 1 January
200.2
129.9
Cash and cash equivalents at 31 December
17
124.0
200.2
177
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements
Notes to the financial statements
For the year ended 31 December 2024
1 Principal accounting policies
General information
Shaftesbury Capital PLC (the “Company”) was incorporated and registered in England and Wales and domiciled in the United
Kingdom on 3 February 2010 under the Companies Act 2006 as a public company limited by shares, registration number 7145051.
The registered office of the Company is Regal House, 14 James Street, London, WC2E 8BU, United Kingdom. The principal activity
of the Company is to act as the ultimate parent company of Shaftesbury Capital PLC Group (the “Group”), whose principal activity
is the investment and management of property.
The Group’s assets principally comprise investment property within the West End of London, including Covent Garden, Carnaby,
Soho and Chinatown.
Basis of preparation
The Group’s consolidated financial statements are prepared in accordance with United Kingdom-adopted international accounting
standards (“UK-adopted IFRS” or “IFRS”), and the applicable legal requirements of the Companies Act 2006.
The consolidated financial statements have been prepared on a going concern basis under the historical cost convention as
modified for the revaluation of property and derivative financial instruments.
All income, expenses and cash flows are generated from continuing operations and there is no material seasonal impact on the
Group’s financial performance.
Going concern
The Directors have considered the appropriateness of adopting the going concern basis in preparing the consolidated financial
statements. The Group’s going concern assessment covers the period to 30 June 2026 (the “going concern period”), being at least
12 months from the date of authorisation of these consolidated financial statements.
The core West End occupational market continues to demonstrate its enduring appeal, with excellent levels of leasing activity,
low vacancy and continued customer sales growth. There is good leasing demand across all uses, delivering rental income and
valuation growth.
While geopolitical risk remains elevated and there is macroeconomic volatility, the West End and the Group’s unique portfolio
of prime investments have demonstrated remarkable resilience. The Group maintains a strong balance sheet with a focus on
resilience, flexibility and efficiency. There is significant headroom against debt covenants and access to significant liquidity.
In preparing the assessment of going concern, the Directors have considered projections of the Group’s liquidity, committed
capital expenditure, income, costs, cash flows and debt covenants.
The Directors have assessed a base case and a downside scenario (being a “severe but plausible” scenario).
As at the year end, the Group had net debt of £1.4 billion, an EPRA LTV ratio of 27 per cent and Group interest cover of 2.9 times.
The Group is projected to have sufficient cash reserves and undrawn facilities to meet debt maturities during the going concern
period. Drawn debt is at fixed rates or currently has interest rate protection in place. Interest rate hedging is in place which caps
SONIA exposure at 3.0 per cent on £250 million of notional value to December 2025. Further hedging arrangements will be put in
place as appropriate.
The Group’s debt matures between March 2026 and 2037. Debt maturities during the going concern assessment period relate
to the £275 million exchangeable bond, which can be repaid or refinanced in both the base case and the downside scenario.
The Group’s financial resources are expected to be sufficient to cover its commitments over the going concern period.
Relative to the Group’s base case forecast, the downside scenario includes the following key assumptions:
– Substantial reduction in forecast rental income due to combination of extended voids and tenant failures;
– Elevated SONIA rates in excess of current market expectations; and
– Declines in rental values, along with a widening of valuation yields, resulting in reduced asset values.
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Shaftesbury Capital PLC | 2024 Annual Report
The near-term impact of climate change risks within the going concern period have been considered in the downside scenario and
are expected to be immaterial.
Under the downside scenario, the Group is expected to remain in compliance with the loan-to-value and interest cover covenants
of its individual financing arrangements.
In addition to considering a downside scenario, the Board has also undertaken reverse stress testing, which indicates that
the Group could withstand a decrease of approximately 45 per cent in income and valuations before breaching its debt
financial covenants.
Based on their analysis, the Directors are satisfied that there is a reasonable expectation that the Group will be able to meet its
ongoing and future commitments for at least 12 months from the date of approval of the consolidated financial statements
and have therefore resolved that the Group’s consolidated financial statements be prepared on a going concern basis.
Critical accounting judgements and key sources of estimation and uncertainty
The preparation of consolidated financial statements in accordance with IFRS requires the Directors to make judgements,
estimates and assumptions that affect the reported amounts of assets, liabilities, equity, income and expenses from sources not
readily apparent. Although these estimates and assumptions are based on management’s best knowledge of the amount, historical
experiences and other factors, actual results ultimately may differ from those estimates. The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if
the revision affects only that period.
The most significant area of estimation uncertainty is in respect of the valuation of the property portfolio where external valuations
are obtained.
The fair value of the Group’s investment and trading property (trading property included within the Lillie Square joint venture) at
31 December 2024 was determined by independent, appropriately qualified external valuers CBRE and Cushman & Wakefield for
the wholly-owned property portfolio, and JLL for the Lillie Square joint venture. The valuations conform to the Royal Institution of
Chartered Surveyors (“RICS”) Valuation Professional Standards.
As various inputs used in the valuation calculations are based on assumptions, property valuations are inherently subjective and
subject to a degree of estimation uncertainty. The Group’s external valuers have made a number of assumptions including, but
not limited to, market yields, ERVs and void periods. These assumptions are in accordance with the RICS Valuation Professional
Standards, however, if any prove to be incorrect, it may mean that the value of the Group’s properties differs from their valuation
reported in the financial statements, which could have a material effect on the Group’s financial position. The key unobservable
inputs used in the valuation models are those in respect of equivalent yields and ERV, which are summarised within note 12
‘Property portfolio’ and additional information is provided on page 226. Further information on the approach taken by the valuers
in valuing the property portfolio and a sensitivity analysis on equivalent yields and ERV, which are the most significant assumptions
impacting the fair values, is set out in note 12 ‘Property portfolio’.
Other areas of judgement and estimation in the financial statements (which are not considered critical) include REIT compliance,
the impairment of and expected credit loss allowance on trade receivables, and share-based payments.
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Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
1 Principal accounting policies continued
New accounting policies
In the current year, the Group has applied the below amendments to IFRS Standards and Interpretations issued by the International
Accounting Standards Board that are effective for annual periods that begin on or after 1 January 2024.
– IAS 1 ‘Presentation of Financial Statements’ (amendment) (Classification of Liabilities as Current or Non-current and Non-current
Liabilities with Covenants)
– IFRS 16 ‘Leases’ (amendment) (Lease liability in a sale and leaseback)
– IAS 7 ‘Statement of cash flows’ and IFRS 7 ‘Financial Instruments: Disclosures’ (amendment) (Supplier finance arrangements)
The adoption of the above amendments has not had a material impact on the amounts reported in the consolidated financial
statements or on the disclosures apart from the amendments to IAS 1, which have resulted in additional disclosure in note 22,
but have not had an impact on the classification of the Group’s liabilities.
At the date of approval of the consolidated financial statements the following new accounting standards and amendments to
accounting standards were in issue but are not yet effective. These new standards and amendments have not been applied in
these consolidated financial statements.
– IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’ (amendment) (Lack of Exchangeability)
– IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments: Disclosures’ (amendment) (Classification and Measurement of
Financial Instruments)
– IFRS 18 ‘Presentation and Disclosure in Financial Statements’ (new standard)
The amendment to IAS 21 is effective for periods beginning on or after 1 January 2025 whilst the amendments to IFRS 9 and IFRS 7
are effective for annual periods beginning on or after 1 January 2026. The Group has assessed the impact of these amendments
and does not anticipate any material impact on the consolidated financial statements.
IFRS 18 is effective for annual periods beginning on or after 1 January 2027. The Group is assessing the impact of this new
standard and the Group’s financial reporting will be presented in accordance with this standard from 1 January 2027, in line
with requirements.
Basis of consolidation
These consolidated financial statements include the consolidation of Capital & Counties CGP Limited Partnership. The members of
this qualifying partnership have taken advantage of exemptions available in Statutory Instrument 2008/569 and therefore will not
produce consolidated financial statements at the partnership level or submit such annual reports to Companies House.
The consolidated financial statements are prepared in British pounds sterling, which is also determined to be the functional
currency of the Company.
Subsidiaries
Subsidiaries are fully consolidated from the date on which the Group has control, is exposed, or has rights to variable returns from
its involvement with an entity and has the ability to affect those returns through its power over an entity. Subsidiaries cease to be
consolidated from the date this control is lost.
Business combinations
The acquisition of subsidiaries is accounted for using the acquisition method (at the point the Group gains control over a business
as defined by IFRS 3 ‘Business Combinations’).
The cost of an acquisition is measured as the aggregate of the consideration transferred, which includes the cash paid and
the aggregate of the fair values, at the date of exchange, of other assets transferred, liabilities incurred or assumed, and equity
instruments issued by the Group in exchange for control of the acquiree, and the amount of any non-controlling interests in
the acquiree.
Acquisition-related costs are expensed as incurred. The acquiree’s identifiable assets, liabilities and contingent liabilities that
meet the conditions for recognition under IFRS 3 ‘Business Combinations’ are recognised at their fair value at the acquisition date.
Goodwill represents the excess of the cost of acquisition of a business combination over the fair value of the identifiable net assets
of the business acquired at the date of acquisition. In the case that the fair value of the identifiable net assets acquired is greater
than the total consideration paid, negative goodwill arises on the acquisition. The negative goodwill is recognised as a gain on
bargain purchase in the consolidated income statement.
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Shaftesbury Capital PLC | 2024 Annual Report
Joint ventures and associates
Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement.
Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case
where the Group holds between 20% and 50% of the voting rights.
When joint control is no longer demonstrated, but significant influence is, a previously accounted for joint venture is accounted for
as an associate.
Investments in joint ventures and associates are accounted for using the equity method. On initial recognition the investment is
recognised at cost, and the carrying amount is subsequently increased or decreased to recognise the Group’s share of the profit
or loss of the joint venture or associate after the date of acquisition.
The Group’s investments in joint ventures or associates are presented separately on the consolidated balance sheet and the
Group’s share of the joint ventures or associates’ post-tax profit or loss for the period is also presented separately in the
consolidated income statement.
Where there is an indication that the Group’s investment in a joint venture or associate may be impaired, the Group evaluates the
recoverable amount of its investment, being the higher of the joint venture or associate’s fair value less costs to sell and value in use.
If the recoverable amount is lower than the carrying value an impairment loss is recognised in the consolidated income statement.
If the Group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the
Group does not recognise further losses, unless it has legal or constructive obligations to make payments on behalf of the joint
venture or associate.
Dividends received or receivable from joint ventures or associates are recognised as a reduction in the carrying amount of
the investment.
Where the Group disposes of its entire interest in a joint venture or associate, a gain or loss is recognised in the consolidated
income statement on the difference between the amount received on the sale of the joint venture or associate and the carrying
value of the investment in joint venture or associate less costs of disposal.
Revenue recognition
Rental receivable arises from operating leases granted to customers and is recognised as revenue on a straight-line basis over the
lease term.
Tenant lease incentives, and in certain instances surrender premium payments which are directly linked to new leases, are
amortised on a straight-line basis over the non-cancellable period of the lease, being the earlier of its expiry date or the date of the
first break option as a reduction in net rental income. Surrender premiums received for early termination of leases are reflected in
gross profit.
Lease modifications are accounted for as a new lease from the effective date of the modification, considering any prepaid or
accrued lease payments relating to the original lease as part of the lease payments for the new lease. On entering into a lease
modification any initial direct costs associated with the lease, including surrender premia previously paid, are derecognised
through costs in the year.
When a concession is provided for rent receivables past due the concession is accounted for as an impairment through the
expected credit loss model in accordance with IFRS 9.
Contingent rents, being those lease payments that are not fixed at the inception of a lease, for example increases arising on rent
reviews and turnover rent, are recorded as income in the periods in which they are earned.
Service charge income in the ordinary course of business is recorded as income over time in the year in which the services
are provided. As the Group acts as a principal, service charge income and costs are shown gross in the financial statements.
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Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
1 Principal accounting policies continued
Income taxes
Current tax is the amount payable on the taxable income for the year and any adjustment in respect of prior years. It is calculated
using rates that have been enacted or substantially enacted by the balance sheet date.
Deferred tax is provided for using the balance sheet liability method on temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the tax bases of those assets and liabilities. However, temporary
differences are not recognised to the extent that they arise from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and at the time of the transaction, affects neither accounting nor taxable profit
or loss (except leases); or are associated with investments in subsidiaries, joint ventures and associates where the timing of the
reversal of the temporary difference can be controlled by the parent, venture or investor, respectively, and it is probable that
the temporary differences will not reverse in the foreseeable future.
Deferred tax is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are
expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that management believes it is probable that future taxable profit will be
available against which the deferred tax assets can be recovered. Deferred tax assets and liabilities are only offset when there is a
legally enforceable right to offset current tax assets and liabilities and when the deferred tax assets and liabilities relate to income
taxes levied by the same tax authority on either the same taxable group or different taxable entities where there is an intention to
settle balances on a net basis.
Tax is included in the consolidated income statement except when it relates to items recognised directly in equity, in which case the
related tax is also recognised directly in equity.
Share-based payment
The Group administers the following share-based remuneration to employees and Directors:
Long-term incentive plan
Long-term incentive awards will only vest and become exercisable upon achievement of performance targets, linked to the Group’s
total accounting return and total shareholder return, as well as being conditional upon continued employment with the Group. The
fair value of the awards is determined using an option pricing model, which applies assumptions around expected yields, forfeiture
rates, exercise price and volatility, at the grant date of the awards. Non-market vesting conditions are taken into account by
adjusting the number of awards expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over
the vesting period is based on the number of awards that will eventually vest. Market vesting conditions are factored into the fair
value of the awards granted. The cumulative expense is not adjusted for failure to meet a market vesting condition.
The cost of granting share options to employees is charged to the consolidated income statement over the vesting period of
the options with a corresponding increase in equity. Employer’s National Insurance contributions are payable, on exercise, on the
market value of the award and are accrued for within the share-based payments expense in the consolidated income statement.
Upon eventual exercise, a reserves transfer occurs with no further charge reflected in the consolidated income statement.
Deferred shares
Executive Directors’ annual bonuses may be deferred in Company shares or nil-cost options for three years under the long-term
incentive plan without further performance conditions but subject to risk of forfeiture should an Executive Director leave the
Company in certain circumstances. The Group accrues the cost of the non-cash bonus over the relevant period. Employer’s
National Insurance contributions are payable, on exercise, on the market value of the award and are accrued for within the
share-based payments expense in the consolidated income statement.
Upon eventual exercise, a reserves transfer occurs with no further charge reflected in the consolidated income statement.
Own shares held in connection with employee share plans and other share-based payment arrangements are treated as treasury
shares and deducted from equity.
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Shaftesbury Capital PLC | 2024 Annual Report
Investment property
Investment property is owned or leased by the Group and held for long-term rental income and capital appreciation.
The Group has chosen to use the fair value model. Property and any related obligations are initially recognised when the significant
risks and rewards attached to the property have transferred to the Group. Payments made in respect of the future acquisition of
investment property are initially recognised as prepayments until the recognition criteria outlined above have been met. Investment
property is recorded at cost and subsequently revalued at the balance sheet date to fair value as determined by professionally
qualified external valuers on the basis of market value.
The fair value of property is arrived at by adjusting the market value as above for directly attributable tenant lease incentives,
deferred letting fees and fixed head leases.
Property held under leases is stated gross of the recognised lease liability.
The valuation is based upon assumptions as outlined within the property portfolio note. These assumptions conform to the RICS
Valuation Professional Standards.
When the Group redevelops a property for continued future use, that property is classified as investment property during
the redevelopment period and continues to be measured at fair value. Gains or losses arising from changes in the fair value
of investment property are recognised in the consolidated income statement in the period in which they arise. Depreciation is
not provided in respect of investment property including plant and equipment integral to such investment property. Investment
properties cease to be recognised as investment property when they have been disposed of or when they cease to be held for
the purpose of generating rental income or for capital appreciation.
Disposals are recognised on completion. Gains or losses arising are recognised in the consolidated income statement. The gain
or loss on disposal is determined as the difference between the net sales proceeds and the carrying amount of the asset at the
commencement of the accounting period, plus capital expenditure in the period.
When the use of a property changes from trading property to investment property, the property is transferred at fair value with
any resulting gain or loss recognised in the consolidated income statement.
Investment property is classified as held for sale when the property has exchanged, though not yet completed. Transfers from
investment property to investment property held for sale will occur at market value. The Group will subsequently determine the
fair value of the property less costs to sell, and to the extent that the market value of the property exceeds the fair value of the
property less costs to sell, an impairment loss will be recognised. Should an uplift occur in valuation in a subsequent period,
a gain shall be recognised however, the gain recognised may not exceed the cumulative impairment loss recognised.
Trading property
Trading property comprises those properties that in the Directors’ view are not held for long-term rental income or capital
appreciation and are expected to be disposed of within one year of the balance sheet date or to be developed with the intention
to sell.
Such property is constructed, acquired, or if transferred from investment and development property, transferred at fair value
which is deemed to represent cost. Subsequently trading property is carried at the lower of cost and net realisable value.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and
selling costs. This approximates market value as determined by professionally qualified external valuers at the balance sheet date.
Details of the valuation methodology are set out in note 12 ‘Property Portfolio’.
The amount of any write down of trading property to market value is recognised as an expense in the period the write down
occurs. Should a valuation uplift occur in a subsequent period, the amount of any reversal shall be recognised as a reduction in the
previous write down in the period in which the uplift occurs. This may not exceed the property’s cost. The sale of trading property
is recognised as revenue when the buyer obtains control of the property. Total costs incurred in respect of trading property are
recognised simultaneously as an expense.
Owner-occupied property
Owner-occupied property comprises property held for use in the production or supply of goods or services or for administrative
purposes. Transfers are made from investment property to owner-occupied property when there is a change in use of the
property. The property is transferred and subsequently carried at market value, which is determined in the same manner as
investment property. Revaluation gains are recognised in equity. A revaluation loss will reverse any previous revaluation gain
recorded in equity with the residual recognised in profit or loss.
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Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
1 Principal accounting policies continued
Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract.
Group as a lessee
The Group’s leases predominately relate to head leases in relation to leasehold properties. At the commencement date of the
lease, the Group recognises a right of use asset equal to the value of the lease liability and direct costs incurred, less any lease
incentives received by the Group. The right of use asset is recognised within investment property. The lease liability is measured at
the present value of lease payments over the lease term. The lease payments include fixed payments and variable lease payments
that depend on an index or rate.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date
when the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities
is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in the lease term, or a change in the lease payments (e.g. changes to
future payments resulting from a change in an index or rate used to determine such lease payments).
The Group’s lease liabilities are detailed in note 20.
Short-term leases and leases of a low-value
As a lessee the Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and
short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense
on a straight-line basis over the lease term.
Group as a lessor
As a lessor the Group classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it transfers
substantially all the risk and rewards incidental to ownership of the underlying asset, and classified as an operating lease if it
does not.
Other financial assets
The Group’s other financial assets comprise of listed equity investments and amounts receivable from joint ventures and associates.
Listed equity investments
Listed equity investments are classified as financial assets at fair value through profit or loss. At initial recognition, the financial
assets are measured at fair value, with transactions costs attributable to the acquisition, expensed in the consolidated income
statement. The financial assets are subsequently carried in the consolidated balance sheet at fair value, with net changes in fair
value recognised in the consolidated income statement.
The purchase and sale of the financial assets are recognised on trade date, being the date on which the Group commits to
purchase or sell the asset. The financial assets are derecognised when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
Listed equity investments included the Group’s investment in Shaftesbury PLC until the date of the all-share merger during the
prior year.
Amounts receivable from joint ventures and associates
Amounts receivable from joint ventures and associates are classified as financial assets at amortised cost. At initial recognition,
the Group measures the financial asset at fair value plus transaction costs that are directly attributable to the acquisition of the
financial asset.
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject
to impairment review. The financial assets are derecognised when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
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Shaftesbury Capital PLC | 2024 Annual Report
Derivative financial instruments
The Group uses non-traded derivative financial instruments to manage exposure to interest rate risk. They are initially recognised
on the trade date at fair value and subsequently remeasured at fair value based on market price. The method of recognising the
resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item
being hedged. Instruments that have not been designated as qualifying for hedge accounting are classified as fair value through
profit and loss. Changes in the fair value of these instruments are split into interest (calculated as the accrued and realised cash
flows) and other changes in fair value. Interest is recognised in finance income or costs and changes in fair value are recognised
in change in fair value of derivative financial instruments in the consolidated income statement.
Trade and other receivables
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost. The methodology
for assessment of impairment is defined in the following paragraph.
Impairment of financial assets
The Group applies the IFRS 9 expected credit loss model in order to calculate a lifetime expected loss allowance for all financial
assets. To measure the expected credit loss, receivables are reviewed on an individual contract basis. The expected loss rates
are based on forward-looking information as well as historical evidence of collection.
For rent receivables, all customers are allocated a risk rating, as determined by management, and provided a rating of maximum,
high, medium and low risk. The classification is developed by taking into consideration information on the customer’s credit rating,
current financial position, historical trading performance, historical default rate and the operational performance of the business.
In assessing the provision the Group identifies risk factors associated by sector (retail, food and beverage, office and residential)
and the type of rent receivable outstanding (rent arrears, service charge, other). In determining the provision on a customer by
customer basis, the Group considers both recent payment history and future expectations of the customer’s ability to pay or
possible default in order to recognise an expected credit loss allowance. Based on sector and rent receivable type, a provision
is made in addition to a full provision for maximum risk customers or customers with significant financial issues.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event
occurring after the original impairment was recognised, the impairment reversal is recognised in the consolidated income statement
on a basis consistent with the original charge.
Tenant lease incentives are impaired based on an assessment of affordability.
For amounts receivable from joint ventures and associates, impairment is assessed by comparing the carrying amount of the loans
and receivables to the discounted present value of the estimated future cash flows from the joint ventures and associates.
Cash and cash equivalents
Cash and cash equivalents are recognised at fair value. Cash and cash equivalents comprise cash on hand, deposits held at call
with financial institutions, certain tenant deposits and other short-term highly liquid investments with original maturities of three
months or less.
Tenant deposits held against tenants’ rent payment obligations in bank accounts administered by the Group are classified as cash
and cash equivalents. Tenant deposits held against tenants’ rent payment obligations in bank accounts administered by the Group’s
managing agent are not included within the consolidated balance sheet.
The Group holds cash on deposit as security for certain secured term loans and secured bank facilities, and where there are
certain conditions restricting their use. Cash held on deposit which has conditions restricting its use and is not available on demand,
liquid or readily convertible, is classified within other receivables.
Trade and other payables
Trade payables are obligations for goods or services acquired in the ordinary course of business. Trade and other payables are
recognised at fair value and subsequently measured at amortised cost until settled.
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Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
1 Principal accounting policies continued
Borrowings
Borrowings comprise bank loans, secured loan facilities, loan notes and compound financial instruments.
Bank loans, secured loan facilities and loan notes are ordinarily recognised initially at their net proceeds as an approximation of
fair value. If the transaction price is not an approximation of fair value at initial recognition, the Group determines the fair value as
evidenced by a quoted price in an active market for an identical instrument or based on a valuation technique that uses data from
observable markets. Bank loans and loan notes are subsequently carried at amortised cost. Any transaction costs, premiums or
discounts are capitalised and recognised over the contractual life of the loan using the effective interest rate method, or on a
straight-line basis where it is impractical to do so.
In the event of early repayment, transaction costs, premia or discounts paid and unamortised costs are recognised immediately in
the consolidated income statement.
Compound financial instruments issued by the Group comprise exchangeable bonds that are convertible into shares. The exchangeable
bonds were bifurcated into a liability and embedded derivative option component on initial recognition. The carrying value of
the liability at initial recognition is the difference between the fair value of the entire instrument as a whole and the embedded
derivative’s fair value. Any directly attributable transaction costs are allocated to each component in proportion to their initial
carrying amounts. The issue costs apportioned to the embedded derivative are recognised immediately in the consolidated
income statement.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using
the effective interest method. Any transaction costs apportioned to the liability are included in the carrying amount and recognised
over the contractual life of the liability using the effective interest rate method.
When a facility has been modified an assessment of modification and extinguishment is performed reviewing both quantitative and
qualitative factors.
Interest related to the financial liability is recognised in the consolidated income statement. The embedded derivative is measured
at fair value with the fair value adjustment accounted for in the consolidated income statement.
Pensions
The costs of the defined contribution scheme and the Group’s personal pension plans are charged against profits or losses in the
year in which they are incurred.
Contingent liabilities and capital commitments
Contingent liabilities are disclosed where there are present or possible obligations arising from past events, but the economic
impact is uncertain in timing, occurrence or amount. A description of the nature and, where possible, an estimate of the financial
effect of contingent liabilities are disclosed.
Capital commitments are disclosed when the Group has a contractual future obligation which has not been provided for at the
balance sheet date. Amounts are only provided for where such obligations are onerous.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as
a deduction from equity, net of any tax effects.
Own shares
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss
is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference
between the carrying amount and the consideration, if reissued, is recognised in the share premium.
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Shaftesbury Capital PLC | 2024 Annual Report
2 Segmental reporting
IFRS 8 requires operating segments to be reported in a manner consistent with the internal financial reporting reviewed by the
chief operating decision maker. The chief operating decision maker of the Group is the Executive Committee, which consists of the
Chief Executive, Chief Financial Officer and the two Executive Directors. The information reviewed by the Executive Committee is
prepared on a basis consistent with these financial statements. That is, the information is provided and monitored at a Group level
and includes the IFRS reported results, EPRA and underlying measures.
In assessing the identification of operating segments, the Group considers the activities of the chief operating decision maker
including decision making authorities for allocation of resources and the information they regularly receive. This consideration
also factors that performance measures are set and only monitored at a single Group level. The Annual Report includes additional
operational information on the property portfolio grouped by village and use.
This information is used within certain levels of the business and is also considered useful for readers of the Annual Report but is
not used by the chief operating decision maker for monitoring performance or the allocation of resources.
3 Performance measures
The Group has applied the European Securities and Markets Authority guidelines on alternative performance measures (“APMs”) in
these annual results. An APM is a financial measure of historical or future financial performance, position or cash flow of the Group
which is not a measure defined or specified in IFRS. Details of all APMs used by the Group are set out in the APM section on page 218.
As is usual practice in the sector, the Group presents APMs for certain indicators, including earnings, earnings per share and
net tangible assets, making adjustments as set out by EPRA in its Best Practice Recommendations. These recommendations are
designed to make the financial statements of public real estate companies more comparable across Europe, enhancing the
transparency, comparability and coherence of the sector.
One of the key performance measures which the Group uses is underlying earnings. The underlying earnings measure reflects the
underlying financial performance of the Group’s West End property rental business and is used for the calculation of dividends.
The measure aligns with the main principles of EPRA earnings. EPRA earnings excludes valuation movements on the wholly-owned,
joint venture and associate properties, profit or loss on disposal of investment properties and investments in associates, fair value
changes of financial instruments and listed investments, cost of early close out of debt, gain on bargain purchase and IFRS 3
merger-related transaction costs.
Following updated guidance issued by EPRA in 2024, EPRA earnings now also includes adjustments for certain non-operating and
exceptional items. The non-operating and exceptional items adjusted for by the Group in the current and prior year include the fair
value movements of the option component of the exchangeable bond, the unwinding of the IFRS 3 fair value of debt following the
completion of the all-share merger in March 2023 and merger-related integration and other non-underlying expenses incurred.
These costs are non-recurring as they relate to significant transactions outside the ongoing operations of the Group.
In calculating underlying earnings in both years, additional adjustments are made to exclude the financial performance of the Lillie
Square joint venture, associated tax adjustments and the interest receivable on the loan issued to the joint venture by the Group.
Lillie Square is not considered to be a core part of the operations of the Group and therefore its results are not included in
underlying earnings.
A summary of the number of shares, on a basic and diluted basis, in issue at the year end, and on a weighted average basis for the
year, is set out in the table below:
Number of shares
2024
Weighted
average
million
2024
In issue
million
2023
Weighted
average
million
2023
In issue
million
Ordinary shares
1,953.2
1,953.2
1,757.0
1,953.2
Own shares – employee benefit trust
(3.1)
(3.1)
(2.6)
(3.1)
Own shares – exchangeable bond1
(128.4)
(128.4)
(105.5)
(128.4)
Number of shares – basic2
1,821.7
1,821.7
1,648.9
1,821.7
Dilutive effect of contingently issuable share option awards3
5.7
10.0
6.5
6.5
Dilutive effect of contingently issuable deferred share awards3
0.7
1.6
0.6
0.6
Number of shares – diluted4
1,828.1
1,833.3
1,656.0
1,828.8
1. Includes 127,008,786 shares held as collateral for the exchangeable bonds.
2. Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share.
3. Further information on these potential ordinary shares can be found in note 29 ‘Share based payments’.
4. Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings and net assets per share.
187
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
3 Performance measures continued
Earnings per share – IFRS
2024
2023
Basic earnings (£m)
252.1
750.4
Basic earnings per share (pence)
13.8p
45.5p
Diluted earnings per share (pence)
13.8p
45.3p
Earnings per share – EPRA and Underlying earnings
Note
2024
£m
2023
£m
Basic earnings
252.1
750.4
EPRA Group adjustments:
(Gain)/loss on revaluation and sale of investment property
6
(194.6)
65.0
Change in value of investments and other receivables
7
7.0
12.5
Change in fair value of financial instruments – interest rate derivatives
15
6.3
7.4
Change in fair value of financial assets at fair value through profit or loss
22
–
(52.0)
Exceptional finance items – accelerated unwind of unamortised finance costs and interest on early close out of debt1
9
1.0
26.8
Loss on sale of associate1
14
4.0
–
Gain on bargain purchase
31
–
(805.5)
Merger-related transaction costs
5
–
35.8
Deferred tax adjustments
10
–
(0.1)
EPRA unusual items:
Merger-related integration costs and non-underlying administrative expenses
5
3.3
8.7
Other exceptional finance items2
0.4
9.1
Impact of change in accounting policy on gross profit3
–
5.1
EPRA joint venture and associate adjustments:
Profit on sale and transfer of trading property
(1.5)
(5.1)
(Gain)/loss on revaluation of investment property
(3.0)
3.3
(Reversal of write down)/write down of trading property
(0.9)
6.6
Deferred tax adjustments
1.2
(0.1)
EPRA earnings
75.3
67.9
EPRA earnings per share (pence)4
4.1
4.1
Underlying earnings adjustments:
Joint ventures adjustment – Lillie Square5
(2.3)
(7.5)
Underlying earnings
73.0
60.4
Underlying earnings per share (pence)6
4.0
3.7
1. Reflects the accelerated unwind of unamortised costs on the refinancing of the revolving credit facility. The 2023 amount comprises £24.6 million unamortised fair value adjustment
that arose on completion of the merger which was accelerated on the early redemption of the Carnaby and Chinatown bonds in April 2023 and the unamortised costs on the loan
facility of £2.2 million which was accelerated on early repayment during the prior year. The unwind of the remaining fair value balance on the Longmartin debt of £1.4 million has been
recognised in the loss on sale of associate on sale of our 50 per cent share during the year.
2. Other exceptional finance items include the unwind of the fair value adjustments on the debt facilities acquired on merger of £6.1 million (including our share of the fair value unwind
of the Longmartin debt of £0.6 million up to date of disposal), offset by the fair value movement of the exchangeable bond option of £5.4 million (31 December 2023: £3.9 million) and
other non-underlying finance income of £0.3 million. £5.5 million (31 December 2023: £4.5 million) of the unwind of the fair value of the debt is recorded through other finance costs
included in note 10 ‘Finance costs’ and £0.6 million (31 December 2023: £0.7 million) within the profit from Longmartin per note 14 ‘Investments in joint ventures and associates’.
3. The £5.1 million relates to the alignment of accounting policies on completion of the merger in the prior year. £4.1 million of the adjustment was recognised through the straight lining
of tenant lease incentives and £1.0 million in property expenses. Historically, the Group amortised tenant lease incentives and deferred letting fees on a straight-line basis over the
lease term to lease expiry as the assumption was that the lessees were reasonably certain not to exercise their option to break. This was amended in the prior year, such that all
lease incentives are amortised over the non-cancellable period of the lease. As a result, other receivables within the consolidated balance sheet at 31 December 2023 decreased by
£5.1 million with a corresponding reduction to gross profit. The £5.1 million reduction to gross profit had been adjusted for in order to reflect the true performance of the business
during 2023.
4. Prior year comparatives have been re-presented based on changes to EPRA earnings following the publication of updated EPRA Best Practice Recommendations Guidelines in
September 2024.
5. The Lillie Square joint venture is not considered part of the core underlying business of the Group and therefore its results are excluded from underlying earnings. The adjustment
includes £3.8 million (31 December 2023: £3.7 million) interest receivable by the Group on the interest-bearing loans issued to the joint venture, offset by £1.5 million (31 December
2023: £3.8 million) of adjustments made to EPRA earnings for profit on sale and transfer of trading property, loss on revaluation of investment property and reversal of write down
of trading property.
6. Had the all-share merger of Capital & Counties Properties PLC and Shaftesbury PLC completed on 1 January 2023, the underlying earnings of the Group would have been £62.8 million
or 3.4 pence per share.
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Shaftesbury Capital PLC | 2024 Annual Report
Net assets per share
2024
2023
EPRA NRV
£m
EPRA NTA
£m
EPRA NDV
£m
EPRA NRV
£m
EPRA NTA
£m
EPRA NDV
£m
IFRS total equity1
3,674.3
3,674.3
3,674.3
3,480.2
3,480.2
3,480.2
Unrecognised surplus on trading property – joint venture
0.1
0.1
0.1
1.7
1.7
1.7
Fair value of financial instruments – interest rate derivatives2
(3.4)
(3.4)
–
(9.7)
(9.7)
–
Fair value adjustment of exchangeable bond3
(0.4)
(0.4)
–
2.0
2.0
–
Real Estate Transfer Tax
333.1
–
–
332.2
–
–
Adjustment of fixed rate debt from carrying value to fair value4
–
–
50.8
–
–
29.8
Deferred tax adjustments
0.5
0.5
–
5.2
5.2
–
NAV
4,004.2
3,671.1
3,725.2
3,811.6
3,479.4
3,511.7
NAV per share (pence)
218.4p
200.2p
203.2p
208.4p
190.3p
192.0p
1. IFRS total equity of 200.4 pence per share (31 December 2023: 190.3 pence per share).
2. This relates to the fair value of interest rate derivatives. Further details are disclosed within note 15 ‘Derivative financial instruments’.
3. Adjustment to remove the exchangeable bond option fair value and include the exchangeable bond liability at nominal value of £275 million.
4. Excludes fair value of exchangeable bond option component included under derivative liabilities as disclosed in note 15 ‘Derivative financial instruments’.
Headline earnings per share
Headline earnings per share is calculated in accordance with Circular 1/2023 issued by the South African Institute of Chartered
Accountants, a requirement of the Group’s Johannesburg Stock Exchange secondary listing. This measure is not a requirement
of IFRS.
2024
£m
2023
£m
Basic earnings
252.1
750.4
Group adjustments:
Gain on bargain purchase
–
(805.5)
Loss on sale of associate
4.0
–
(Gain)/loss on revaluation and sale of investment property
(194.6)
65.0
Headline earnings
61.5
9.9
Basic and diluted headline earnings per share (pence)
3.4p
0.6p
4 Gross profit
All revenue has been generated from operations within the United Kingdom.
2024
£m
2023
£m
Rental receivable
197.2
171.9
Straight-lining of tenant lease incentives1
7.8
3.9
Service charge income
22.1
19.3
Revenue
227.1
195.1
Provision for expected credit loss
(3.9)
(2.0)
Property expenses1
(33.1)
(31.1)
Service charge expenses
(22.1)
(19.3)
Tenant lease incentives loss allowance
(0.9)
(0.8)
Costs
(60.0)
(53.2)
Gross profit
167.1
141.9
1. Included in the prior year is a charge of £5.1 million relating to the alignment of accounting policies on completion of the merger. £4.1 million of the adjustment was recognised through
the straight lining of tenant lease incentives and £1.0 million in property expenses.
189
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
5 Administration expenses
2024
£m
2023
£m
Depreciation
0.3
0.4
Employee costs
23.0
25.1
Head office administration expenses
16.1
13.8
Merger-related transaction costs1
–
35.8
Merger-related integration costs and non-underlying administration expenses
3.3
8.7
Administration expenses
42.7
83.8
1. Costs relate to transaction fees and expenses in respect of the merger of Shaftesbury PLC and Capital & Counties Properties PLC during the prior year.
(a) Employee costs (including Executive Directors)
Note
2024
£m
2023
£m
Wages and salaries
16.3
19.9
Social security costs
2.1
2.6
Pension costs
1.5
1.5
Share-based payment1
29
3.1
1.1
Employee costs
23.0
25.1
1. Share-based payment charges are calculated based on the expected fair value of share awards as calculated using the Black-Scholes option pricing model. Details of the share option
schemes, and principal assumptions made at the last grant and measurement dates are set out in note 29 ‘Share-based payments’.
(b) Employee numbers
Average monthly number of people (including Executive Directors) employed
2024
2023
Total average headcount
98
105
The details of individual Directors’ remuneration and pension benefits as set out in the tables contained in the Directors’
Remuneration Report on pages 138 to 161 form part of these consolidated financial statements.
(c) Auditors’ remuneration
2024
£m
2023
£m
Remuneration to the principal auditors in respect of audit fees:
Company and Group consolidated financial statements
1.0
1.1
Audit of the financial statements of the Company’s subsidiaries
0.3
0.2
Audit of the financial statements of the Company’s joint ventures and associates
–
0.1
Fees related to the audit of the Company, subsidiaries, joint ventures and associates
1.3
1.4
Audit related assurance services including interim review
0.1
0.2
Total fees for audit and audit related services
1.4
1.6
The Group’s auditors, PricewaterhouseCoopers LLP, have engaged on assignments in addition to their audit engagement duties
where their expertise and experience of the Group are important. 2024 non-audit fees, including the interim review, represented
10.0 per cent of the total audit fee (31 December 2023: 11.0 per cent). Further details on the Audit Committee’s non-audit services
policy can be found on page 137.
6 Gain/(loss) on revaluation and sale of investment property
2024
£m
2023
£m
Gain/(loss) on revaluation of investment property
202.9
(68.5)
(Loss)/profit on sale of investment property
(8.3)
3.5
Gain/(loss) on revaluation and sale of investment property
194.6
(65.0)
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Shaftesbury Capital PLC | 2024 Annual Report
7 Change in value of investments and other receivables
Included in the change in value of investments and other receivables are impairments in relation to amounts receivable from
the Lillie Square joint venture of £5.2 million (31 December 2023: £12.5 million) and other impairments of £1.8 million
(31 December 2023: nil).
The investment and other receivables in Lillie Square consist of the equity investment, interest bearing loans and a working
capital facility.
Due to the joint venture being in a net liability position, and incurring losses in the year, the equity investment is held at nil
(31 December 2023: nil).
As at the balance sheet date, prior to impairment, the Group held an interest-bearing loan at £89.9 million (31 December 2023:
£90.1 million) and working capital facility of £29.2 million (31 December 2023: £29.0 million).
As required by IFRS 9, an impairment assessment was performed comparing the carrying amount of the interest-bearing loans and
working capital facility to the present value of the estimated future cash flows from the joint venture.
The key assumptions made in the impairment assessment were the expected cash flows to be generated over the project life and
the timing thereof. In terms of IFRS 9 requirements the Group applied a discount rate of 4.25 per cent (being the effective interest
rate on the loan to the joint venture) to the cash flows which are in line with the strategic plan of the joint venture.
As a result, the Group has booked an impairment of £5.2 million during 2024 leading to a cumulative impairment of £48.3 million
(31 December 2023: £43.1 million cumulative impairment). The cumulative impairment takes into consideration the losses from the
joint venture.
Factoring in the impairment, the interest-bearing loan is held at a net book value of £70.7 million (31 December 2023: £76.0 million)
and working capital facility at nil (31 December 2023: nil). The balances are included within Trade and other receivables at the
balance sheet date. Further details are set out in note 16 ‘Trade and other receivables’.
8 Finance income
2024
£m
2023
£m
Finance income:
On deposits and current accounts
5.0
6.3
On interest rate derivatives
9.8
9.3
Finance income
14.8
15.6
Other finance income:
On loans to joint ventures and associates
4.2
4.1
Non-underlying finance income
0.3
–
Other finance income
4.5
4.1
9 Finance costs
2024
£m
2023
£m
On bank facilities and loan notes
35.8
40.3
On exchangeable bonds1
8.5
8.4
On mortgage bonds
–
1.8
On secured loans
27.4
16.5
On obligations under lease liabilities
0.3
0.5
Finance costs
72.0
67.5
Other finance costs:
Non-underlying finance charges2
6.5
31.3
Other finance costs
6.5
31.3
1. On 30 November 2020 the Group issued £275 million of secured exchangeable bonds maturing in March 2026. The net proceeds received from the issue of the exchangeable bonds
have been split between the financial liability element and an option component. The debt component is accounted for at amortised cost and, after taking into account transaction
costs, accrues interest at an effective interest rate of 3.1 per cent, of which 2 per cent (£5.5 million) represents the cash coupon on the bond.
2. Non-underlying finance charges have been excluded from the calculation of underlying earnings as these are non-recurring costs and do not represent the underlying performance of
the business. Non-underlying finance charges include £1.0 million (31 December 2023: £2.2 million) for the accelerated amortisation on the refinancing of the revolving credit facility
during the year and £5.5 million (31 December 2023: £4.5 million) for the unwind of the fair value adjustment of debt on completion of merger. The prior year charge includes an
additional £24.6 million in relation to the accelerated unwind of the finance costs on early redemption of the Chinatown and Carnaby bonds.
191
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
10 Taxation
2024
£m
2023
£m
Current income tax:
Current income tax charge
0.5
0.2
Adjustments in respect of previous years
(0.2)
–
Current tax on profits
0.3
0.2
Deferred income tax:
On accelerated capital allowances
–
0.1
On Group losses
0.9
(1.4)
On other temporary differences
(0.9)
1.3
Deferred tax on profits
–
–
Total taxation charge in the consolidated income statement
0.3
0.2
Factors affecting the tax charge for the year
The tax charge for the year is £0.3 million (31 December 2023: £0.2 million) against a profit before tax of £252.4 million
(31 December 2023: £750.6 million). A reconciliation against the standard rate of corporation tax in the United Kingdom (“UK”)
is set out below:
2024
£m
2023
£m
Profit before tax
252.4
750.6
Profit on ordinary activities multiplied by the standard rate in the UK of 25.0% (2023: 23.5%)
63.1
176.4
Revaluation (gains)/losses attributable to the REIT business
(50.8)
3.9
Expenses disallowed
2.8
18.4
Non-taxable items
(1.5)
(0.2)
Non-taxable items: Gain on bargain purchase
–
(189.3)
REIT tax-exempt rental profits
(12.6)
(6.5)
Share of partnership loss
(0.1)
(1.0)
Other temporary differences not provided
1.3
(0.1)
Utilisation of losses not recognised for deferred tax
(1.7)
(1.4)
Adjustments in respect of previous years
(0.2)
–
Total taxation charge in the consolidated income statement
0.3
0.2
As a UK REIT, the Group is exempt from UK corporation tax on income and gains from qualifying activities. Non-qualifying activities
are subject to UK corporation tax.
As a UK REIT, the Group must distribute at least 90 per cent of the Group’s income profits from its tax-exempt property rental
business (calculated by reference to tax rather than accounting rules), by way of a dividend, which is known as a Property
Income Distribution (“PID”). A corporation tax charge will arise for the Group at the main corporation tax rate if the minimum PID
requirement is not met within 12 months of the end of the period. Further details regarding the PID is set out in note 11 ‘Dividends’.
The main corporation tax rate increased from 19 to 25 per cent with effect from 1 April 2023.
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Shaftesbury Capital PLC | 2024 Annual Report
11 Dividends
Group and Company
PID
Non-PID
Date paid
2024
2023
Pence per share
£m
£m
Ordinary shares
For the year ended 31 December 2022:
Second interim dividend of 1.7 pence per share
0.7
1.0
20 March 2023
–
14.5
For the year ended 31 December 2023:
Interim cash dividend of 1.5 pence per share
–
1.5
18 September 2023
–
29.3
Final dividend of 1.65 pence per share
0.65
1.0
31 May 2024
32.2
–
For the year ended 31 December 2024:
Interim cash dividend of 1.7 pence per share
1.0
0.7
1 October 2024
33.2
–
Dividend expense1
65.4
43.8
1. Includes £4.3 million (31 December 2023: £1.9 million) paid to a controlled entity, Capco Investment London (No.7) Scottish Limited Partnership, in respect of 128,350,793 shares, of
which 127,008,786 are held as collateral for the exchangeable bonds. The entity has provided an undertaking not to exercise its voting rights in respect of such ordinary shares but will
receive the proposed dividend, all of which was retained by the Group following calculation of the dividend threshold test as set out in the exchangeable bond conditions. The Group’s
dividend expense recorded in the consolidated statement of cash flows is £61.1 million (31 December 2023: £41.9 million).
As a UK REIT, Shaftesbury Capital is required to distribute at least 90 per cent of the Group’s income profits from its tax-exempt
property rental business, by way of a PID.
These distributions can be subject to withholding tax at 20 per cent. Dividends from profits of the Group’s taxable residual
business are ordinary dividends and will be taxed as an ordinary dividend.
On 26 February 2025, the Directors proposed a final cash dividend for 2024 of 1.8 pence per ordinary share which will be paid
wholly as a PID. The final cash dividend will be paid on 30 May 2025 to all shareholders on the register on 25 April 2025.
12 Property Portfolio
Note
2024
£m
2023
£m
At 1 January
4,740.2
1,715.1
Investment property acquired on merger at 6 March 2023 fair value
–
3,141.0
Additions from acquisitions
84.9
17.4
Additions from subsequent expenditure
43.1
35.1
Disposals
(162.2)
(81.5)
Transfer to owner-occupied property
13
–
(18.4)
Gain/(loss) on revaluation
6
202.9
(68.5)
Transfer to held for sale1
(9.8)
-
Carrying value of investment property
4,899.1
4,740.2
Adjustment in respect of fixed head leases
(3.0)
(3.0)
Adjustment in respect of tenant lease incentives and deferred letting fees
16
47.5
37.9
Market value of investment property
4,943.6
4,775.1
1. Two properties had exchanged for sale at year end and were accordingly classified as held for sale. The sale of one property completed post year end with the other anticipated to
complete during the first quarter of 2025.
2024
£m
2023
£m
The investment property valuation comprises:
Freehold properties
3,849.0
3,791.3
Leasehold properties
1,094.6
983.8
Market value of investment property
4,943.6
4,775.1
Market value of property portfolio
Note
2024
£m
2023
£m
Market value of investment property
4,943.6
4,775.1
Market value of investment property held for sale
9.8
–
Market value of owner-occupied property
13
20.1
20.2
Market value of wholly-owned property portfolio
4,973.5
4,795.3
193
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
12 Property Portfolio continued
Revaluation gain/(loss) of property portfolio
Note
2024
£m
2023
£m
Revaluation gain/(loss) reported in consolidated income statement
6
202.9
(68.5)
Revaluation (loss)/gain reported in consolidated statement of comprehensive income
13
(0.1)
1.8
Total revaluation gain/(loss) of wholly-owned property portfolio
202.8
(66.7)
Valuation process
The fair value of the Group’s wholly-owned investment property and owner-occupied property at 31 December 2024 was
determined by independent, appropriately qualified external valuers, CBRE and Cushman & Wakefield. The valuations conform
to the Royal Institution of Chartered Surveyors (“RICS”) Valuation Professional Standards. Fees paid to valuers are based on fixed
price contracts.
Each year the Company appoints the external valuers. The valuers are selected based on their knowledge, independence and
reputation for valuing assets such as those held by the Group.
Valuations are performed bi-annually and are performed consistently across all properties in the Group’s portfolio. At each
reporting date, appropriately qualified employees of the Group verify all significant inputs and review computational outputs.
Valuers submit and present summary reports to the Group’s Audit Committee, with the Executive Committee reporting to the
Board on the outcome of each valuation round.
Net zero carbon and EPC compliance
We are committed to meeting our 2030 carbon reduction targets and have reset our Net Zero Carbon target to 2040 to align with
SBTi long-term carbon reduction requirements, achieving SBTi validation in January 2025. A key element in achieving this will come
from carbon efficiencies created through refurbishments of the Group’s property portfolio.
During 2024, the Group’s additions from subsequent expenditure were £43.1 million (31 December 2023: £35.1 million). Included
within the £43.1 million total subsequent expenditure is work which related to enhancing the environmental performance of assets,
and design stage work aimed at delivering environmental enhancements.
We aim for 75 per cent of commercial units to have a “B” or above EPC compliance rating by 2027 and for all commercial units to
have a “B” or above and residential units a “C” or above rating by 2030. Any committed capital expenditure has been included in
note 25 ‘Capital commitments’.
Valuation techniques
Valuations are based on what is determined to be the highest and best use. When considering the highest and best use a valuer
will consider, on a property-by-property basis, its actual and potential uses which are physically, legally and financially viable.
Where the highest and best use differs from the existing use, the valuer will consider the cost and the likelihood of achieving
and implementing this change in use in arriving at its valuation.
The fair value of the Group’s investment properties has primarily been determined using a market approach, which provides an
indication of value by comparing the subject asset with similar assets for which price information is available. The external valuers
use information provided by the Group, such as tenancy information and capital expenditure expectations. In deriving fair value,
the valuer also makes a series of assumptions, using professional judgement and market observations. These assumptions include,
but are not limited to, market yields, ERVs and void periods. The critical key assumptions are the equivalent yields and ERVs, as set
out within the table on the next page and within the Analysis of property portfolio on page 226. Equivalent yields are based on
current market prices, depending on, inter alia, the location, condition and use of the properties. ERVs are calculated using a
number of factors which include current rental income, market comparatives and local occupancy levels. Whilst there is market
evidence for the key inputs, and recent transaction prices for similar properties, there is still a significant element of estimation and
judgement. As a result of adjustments made to market observable data, these significant inputs are deemed unobservable.
194
Shaftesbury Capital PLC | 2024 Annual Report
Non-financial assets carried at fair value, as is the case for investment property held by the Group, are required to be analysed by
level depending on the valuation method adopted under IFRS 13 ‘Fair Value Measurement’ (“IFRS 13”).
The different valuation levels are defined as:
Level 1: valuation based on quoted market prices traded in active markets;
Level 2: valuation based on inputs other than quoted prices included within Level 1 that maximise the use of observable data either
directly or from market prices or indirectly derived from market prices; and
Level 3: where one or more inputs to valuation are not based on observable market data. Valuations at this level are more
subjective and therefore more closely managed, including sensitivity analysis of inputs to valuation models.
When the degree of subjectivity or nature of the measurement inputs change, consideration is given as to whether a transfer
between fair value levels is deemed to have occurred. Unobservable data becoming observable market data would determine a
transfer from Level 3 to Level 2. All investment properties held by the Group are classified as Level 3 in the current and prior year.
The following table sets out the key unobservable inputs used in the valuation models of the wholly-owned property portfolio:
Key unobservable inputs
2024
Range
(weighted average)
2023
Range
(weighted average)
Estimated rental value per square foot per annum
£19–£296
(£92)
£19–£276
(£83)
Equivalent yield
2.9%–6.5%
(4.45%)
2.4%–6.0%
(4.30%)
Sensitivity to changes in key assumptions
As noted in the critical accounting judgements and key sources of estimation and uncertainty section in note 1 ‘Principal accounting
policies’, the valuation of the Group’s property portfolio is inherently subjective. As a result, the valuations are subject to a degree
of uncertainty and are made on the basis of assumptions which may not prove to be accurate, particularly in periods of volatility or
low transaction flow in the commercial property market.
The sensitivity analysis below illustrates the impact on the fair value of the Group’s properties, from changes in the key assumptions:
Change in ERV
–10%
–5%
+5%
+10%
£m
£m
£m
£m
(Decrease)/increase in fair value
(402.2)
(202.7)
205.7
413.0
Change in Yield
–50bps
–25bps
+25bps
+50bps
£m
£m
£m
£m
Increase/(decrease) in fair value
660.1
309.1
(273.0)
(523.2)
The table above shows movements in key assumptions in isolation. These key unobservable inputs are interdependent. All other
factors being equal, a higher equivalent yield would lead to a decrease in the valuation, and an increase in estimated rental value
would increase the capital value, and vice versa. However, there are interrelationships between the key unobservable inputs which
are partially determined by market conditions, which would impact these changes.
At 31 December 2024, the Group was contractually committed to £24.1 million (31 December 2023: £24.8 million) of future
expenditure for the purchase, construction, refurbishment and enhancement of investment property. Refer to note 25 ‘Capital
commitments’ for further information on capital commitments.
195
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
13 Property, plant and equipment
Owner-
occupied
property
£m
Other
£m
Total
£m
Net carrying value at 1 January 2023
–
0.6
0.6
Additions
–
3.4
3.4
Property, plant and equipment acquired on merger at 6 March 2023 fair value
–
0.2
0.2
Transfer from investment property
18.4
–
18.4
Depreciation
–
(0.4)
(0.4)
Revaluation
1.8
–
1.8
Net carrying value at 31 December 2023
20.2
3.8
24.0
Additions
–
2.3
2.3
Depreciation1
–
(0.7)
(0.7)
Revaluation
(0.1)
–
(0.1)
Net carrying value at 31 December 2024
20.1
5.4
25.5
1. £0.3 million of depreciation is recognised within note 5 ‘Administration expenses’ and £0.4 million is recognised within note 4 ‘Gross profit’.
14 Investments in joint ventures and associates
Investments in joint ventures and associates are measured using the equity method. All the Group’s joint ventures and associates
are held with other investors on a 50:50 basis. At 31 December 2024, investments comprised of Lillie Square joint venture (“LSJV”).
The Group disposed of its interest in the Longmartin associate (“Longmartin”) on 24 October 2024.
The table below reconciles the opening to closing carrying value of investments in joint ventures and associates as presented on
the consolidated balance sheet.
Investments in joint ventures and associates
Longmartin
£m
LSJV
£m
Innova
£m
Total
£m
At 1 January 2023
–
–
0.2
0.2
Investments in associate acquired at fair value on completion of merger
84.7
–
–
84.7
Share of profit/(loss) for the period1
0.2
(7.6)
–
(7.4)
Losses restricted1
–
7.6
–
7.6
Dividend received
(1.5)
–
–
(1.5)
Disposal of joint venture
–
–
(0.2)
(0.2)
At 31 December 2023
83.4
–
–
83.4
Share of profit/(loss) for the period1
4.5
(1.8)
–
2.7
Losses restricted1
–
1.8
–
1.8
Dividend received
(1.2)
–
–
(1.2)
Disposal of associate
(86.7)
–
–
(86.7)
At 31 December 2024
–
–
–
–
1. The loss from the Lillie Square joint venture for the year of £1.8 million (31 December 2023: £7.6 million) has been restricted in accordance with the requirements of IAS 28. Restricted
losses represent the Group’s share of losses from LSJV in the year of £1.8 million (31 December 2023: £7.6 million) allocated to the cumulative losses which exceed the Group’s
investment in the joint venture. Cumulative losses of £40.2 million have been restricted to date (31 December 2023: £38.4 million) and as a result the carrying value of the investment
in LSJV is nil (31 December 2023: nil). The Group holds £70.7 million (31 December 2023: £76.0 million) of recoverable loans from LSJV within note 16 ‘Trade and other receivables’.
The profit from joint ventures and associates included within the consolidated income statement consists of our share of the Longmartin profit for the year of £4.5 million (31 December
2023: £0.2 million).
LSJV
LSJV was established as a joint venture arrangement with the Kwok Family Interests (“KFI”) in August 2012. The joint venture was
established to own, manage and develop land interests at Lillie Square. LSJV comprises Lillie Square LP, Lillie Square GP Limited,
acting as general partner to the partnership, and its subsidiaries. All major decisions regarding LSJV are taken by the Board of
Lillie Square GP Limited, through which the Group shares strategic control.
The summarised income statement and balance sheet of LSJV is presented below and overleaf.
Summarised income statement
2024
£m
2023
£m
Revenue
3.6
7.3
Gross profit/(loss)
1.3
(0.5)
Gain/(loss) on revaluation, sale and transfer of investment and trading property
3.0
(7.5)
Administration expenses
(0.7)
(0.4)
Net finance costs1
(7.1)
(6.8)
Loss for the year after taxation
(3.5)
(15.2)
1. Net finance costs include £7.6 million (31 December 2023: £7.4 million) interest payable on the interest-bearing loans issued to the joint venture by the Group and KFI. Finance income
receivable by the Group from LSJV of £3.8 million (31 December 2023: £3.7 million) is recognised in the consolidated income statement within other finance income.
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Shaftesbury Capital PLC | 2024 Annual Report
Summarised balance sheet
2024
£m
2023
£m
Investment property
87.4
46.8
Other non-current assets
5.6
5.6
Non-current assets
93.0
52.4
Trading property
42.8
80.3
Other current assets
1.3
1.5
Cash and cash equivalents
9.7
15.9
Current assets
53.8
97.7
Amounts payable to joint venture partners1
(224.8)
(224.9)
Other current liabilities
(2.1)
(1.7)
Current liabilities
(226.9)
(226.6)
Net liabilities
(80.1)
(76.5)
Carrying value of investment and trading property
130.2
127.1
Unrecognised surplus on trading property2
0.3
3.3
Market value of investment and trading property2
130.5
130.4
1. Amounts payable to joint venture partners include working capital facilities advanced by the Group and KFI of £29.2 million (31 December 2023: £29.0 million) and an interest-bearing
loan of £163.0 million (nominal value) advanced by the Group and KFI to the joint venture. The carrying value of the loan before impairment, including accrued interest was £179.8
million (31 December 2023: £180.2 million). Recoverable amounts receivable by the Group, net of impairments, are recognised on the consolidated balance sheet within non-current
trade and other receivables.
2. The unrecognised surplus on trading property and the market value of LSJV’s property portfolio are shown for informational purposes only and are not a requirement of IFRS.
Trading property continues to be measured at the lower of cost and net realisable value.
Longmartin
Longmartin was a joint venture arrangement with The Mercers’ Company. Pursuant to the terms of the Longmartin investment,
the merger between Capital & Counties Properties PLC and Shaftesbury PLC during the prior year triggered the right for the
Mercers to acquire the Company’s shares in the Longmartin investment. As a result of the Mercers duly exercising their option to
acquire the Company’s shares in the Longmartin investment, a sale of the Company’s entire interest in the investment was
concluded on 24 October 2024.
The total proceeds from the sale amounted to £82.9 million, which comprised cash proceeds of £82.5 million and a receivable of
£0.4 million. In addition to the £82.5 million cash received, the loan to associate balance of £11.6 million was repaid on disposal.
The carrying value of the investment in associate immediately prior to disposal amounted to £86.7 million. The loss on sale of
associate of £4.0 million included transaction costs of £0.2 million.
The summarised income statement of Longmartin up until the date of disposal, is presented below.
Summarised income statement
1 January
2024 to 24
October
2024
£m
6 March
2023 to 31
December
2023
£m
Revenue
17.0
14.9
Gross profit
11.4
10.6
Administration expenses
(0.3)
(0.2)
Gain/(loss) on revaluation of investment property
7.8
(1.9)
Net finance costs
(6.6)
(7.5)
Taxation
(3.3)
(0.6)
Profit for the period after taxation
9.0
0.4
Dividends paid
2.4
3.0
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Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
15 Derivative financial instruments
Derivative financial assets
2024
£m
2023
£m
Non-current
Interest rate derivatives
–
1.4
Current
Interest rate derivatives
3.4
8.3
Derivative financial assets
3.4
9.7
Derivative financial liabilities
2024
£m
2023
£m
Non-current
Derivative liability – exchangeable bonds1
1.8
7.2
Derivative financial liabilities
1.8
7.2
1. On 30 November 2020 the Group issued £275 million of secured exchangeable bonds maturing in March 2026. The net proceeds received from the issue of the exchangeable
bonds have been split between the financial liability element and an option component, representing the fair value of the embedded option to convert the financial liability into equity
of Shaftesbury Capital. The debt component is accounted for at amortised cost at the effective interest rate method and the derivative liability is accounted for at fair value through
profit or loss.
During the year, the following movements on derivative financial instruments were recognised in profit or loss:
Profit or loss
2024
£m
2023
£m
Fair value loss on interest rate derivatives
(6.3)
(7.4)
Fair value gain/(loss) on derivative liability – exchangeable bonds
5.4
(3.9)
Change in fair value of derivative financial instruments
(0.9)
(11.3)
16 Trade and other receivables
2024
£m
2023
£m
Non-current
Prepayments and accrued income1
39.9
28.5
Amounts receivable from joint ventures2
70.7
76.0
Amounts receivable from associates3
–
11.6
Other receivables4
29.1
–
Trade and other receivables
139.7
116.1
Current
Rent receivable5
9.9
13.6
Prepayments and accrued income1
15.2
17.1
Other receivables4
5.3
12.0
Trade and other receivables
30.4
42.7
1. Includes tenant lease incentives and deferred letting fees of £47.5 million (31 December 2023: £37.9 million).
2. Amounts receivable from joint ventures represents an interest-bearing loan of £89.9 million (31 December 2023: £90.1 million) provided to LSJV. The loan bears interest at 4.25 per
cent per annum and is repayable on demand. As it is not the intention of the Group to call on the loan in the next 12 months it has been presented as non-current. £4.0 million of the
loan balance was repaid in the current year. The loan has been impaired by £19.2 million (31 December 2023: £14.1 million) to date. Included within current trade and other receivables
is working capital funding of £29.2 million due from LSJV (31 December 2023: £29.0 million) that has been fully impaired.
3. The amount receivable from associates in the prior year represented the loan of £11.6 million provided to Longmartin, which was settled in the current year as part of the disposal
of Longmartin.
4. Other receivables include £29.1 million (31 December 2023: £7.0 million) of restricted cash held on deposit as security for the secured term loans and bank facilities with certain
conditions restricting the use.
5. Rent receivable is shown net of an expected credit loss provision of £8.0 million (31 December 2023: £4.8 million).
17 Cash and cash equivalents
2024
£m
2023
£m
Cash at hand
11.7
10.4
Cash on short-term deposits
98.1
175.3
Cash
109.8
185.7
Tenant deposits1
14.2
14.5
Cash and cash equivalents
124.0
200.2
1. Tenant deposits included above relate to cash held on deposit as security against tenant rent payments which are subject to certain restrictions and therefore not available for general
use by the Group. The deposits are held in bank accounts administered by Group Treasury and therefore included within cash and cash equivalents in the consolidated balance sheet.
Cash deposits against tenants’ rent payment obligations totalling £22.2 million (31 December 2023: £18.9 million) are held in bank accounts administered by the Group’s managing
agents which are not included within the consolidated balance sheet.
198
Shaftesbury Capital PLC | 2024 Annual Report
18 Trade and other payables
2024
£m
2023
£m
Rent in advance
22.1
17.7
Accruals
42.7
60.4
Other payables
14.9
10.4
Other taxes and social security
5.1
7.5
Trade and other payables
84.8
96.0
19 Borrowings
2024
Carrying
value
£m
Secured
£m
Unsecured
£m
Fixed
rate
£m
Floating
rate
£m
Fair
value
£m
Nominal
value
£m
Non-current
Bank loans
269.9
–
269.9
–
269.9
269.9
275.0
Loan notes (USPPs)
379.3
–
379.3
379.3
–
341.0
380.0
Secured loans
545.8
545.8
–
545.8
–
544.8
584.8
Exchangeable bonds1
272.8
272.8
–
272.8
–
263.1
275.0
1,467.8
818.6
649.2
1,197.9
269.9
1,418.8
1,514.8
Total borrowings
1,467.8
1,514.8
Cash, excluding tenant deposits
(109.8)
Net debt
1,405.0
1. Fair value of exchangeable bonds includes the fair value of the option component of £1.8 million as disclosed in note 15 ‘Derivative financial instruments’.
2023
Carrying
value
£m
Secured
£m
Unsecured
£m
Fixed
rate
£m
Floating
rate
£m
Fair
value
£m
Nominal
value
£m
Current
Loan notes (USPPs)
94.9
–
94.9
94.9
–
93.0
95.0
94.9
–
94.9
94.9
–
93.0
95.0
Non-current
Bank loans
345.9
–
345.9
–
345.9
350.0
350.0
Loan notes (USPPs)
379.2
–
379.2
379.2
–
340.7
380.0
Secured loans
539.9
539.9
–
539.9
–
569.5
584.8
Exchangeable bonds1
269.8
269.8
–
269.8
–
256.9
275.0
1,534.8
809.7
725.1
1,188.9
345.9
1,517.1
1,589.8
Total borrowings
1,629.7
1,684.8
Cash, excluding tenant deposits
(185.7)
Net debt
1,499.1
1. Fair value of exchangeable bonds includes the fair value of the option component of £7.2 million as disclosed in note 15 ‘Derivative financial instruments’.
£584.8 million (nominal value) of the Group’s borrowings are secured by fixed charges over certain investment properties held by
subsidiaries, with a market value of £1,681.1 million (31 December 2023: £1,624.2 million), and by floating charges over the assets
of certain subsidiaries.
There are currently no restrictions on the remittance of income from investment properties.
Certain borrowing agreements contain financial and other covenants that, if contravened, could alter the repayment profile. Details
of financial covenants are included in note 22 ‘Financial risk management’. The Group has complied with the financial covenants of
all its borrowings during both years presented.
The Group has two revolving credit facilities totalling £450 million, which are undrawn at 31 December 2024.
Undrawn facilities and cash attributable to the Group, excluding tenant deposits, at 31 December 2024 were £559.8 million
(31 December 2023: £485.7 million).
The fair value of the Group’s borrowings has been estimated using the market value for floating rate borrowings, which approximates
nominal value, and are classified as Level 2 fair values as defined by IFRS 13. The fair values of fixed rate borrowings have been
determined by using a discounted cash flow approach, using a current borrowing rate. The loans are classified as Level 3 fair value
measurements as defined by IFRS 13 due to the use of unobservable inputs, including own credit risk. The different valuation levels
are defined in note 12 ‘Property portfolio’.
199
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
19 Borrowings continued
2024
Analysis of movement in borrowings
Current
borrowings
£m
Non-current
borrowings
£m
Balance at 1 January
94.9
1,534.8
Borrowings drawn
–
135.0
Borrowings repaid
(95.0)
(210.0)
Other net cash movements
–
(3.5)
Other non-cash movements
0.1
11.5
Balance at 31 December
–
1,467.8
2023
Analysis of movement in borrowings
Current
borrowings
£m
Non-current
borrowings
£m
Balance at 1 January
–
738.3
Borrowings assumed on completion of merger
–
889.0
Borrowings drawn
–
1,124.0
Borrowings repaid
–
(1,151.0)
Other net cash movements
–
(12.3)
Other non-cash movements
94.9
(53.2)
Balance at 31 December
94.9
1,534.8
The maturity profile of gross debt is as follows:
2024
£m
2023
£m
Wholly repayable in one year
–
95.0
Wholly repayable in more than one year but not more than five years
982.3
887.5
Wholly repayable in more than five years
532.5
702.3
1,514.8
1,684.8
20 Lease liabilities
Lease liabilities included within investment property
(a) Minimum lease payments under lease obligations
2024
£m
2023
£m
Not later than one year
0.3
0.3
Later than one year and not later than five years
1.2
1.2
Later than five years
7.6
7.6
9.1
9.1
Future finance charges on lease liabilities
(6.1)
(6.1)
Total undiscounted lease liabilities
3.0
3.0
(b) Present value of minimum lease obligations
2024
£m
2023
£m
Not later than one year
0.3
0.3
Later than one year and not later than five years
1.0
1.0
Later than five years
1.7
1.7
Present value of lease liabilities
3.0
3.0
Lease liabilities included under investment property are in respect of leasehold interests in investment property. Certain leases
provide for payment of contingent rent, usually a proportion of rental income in addition to the minimum lease payments above.
£0.3 million contingent rent has been paid during the year (31 December 2023: £0.3 million).
These lease liabilities are effectively secured obligations, as the rights to the leased asset revert to the lessor in the event of default.
200
Shaftesbury Capital PLC | 2024 Annual Report
21 Operating leases
The Group earns rental income by leasing its investment property to tenants under operating leases.
In the United Kingdom standard commercial leases vary considerably between markets and locations but typically are for a term
of five to fifteen years at market rent with provisions to review every five years.
The Group is exposed to changes in the residual value of properties at the end of the current leases. This residual value risk is
mitigated through the implementation of active asset management initiatives which aim to ensure the Group enters into new leasing
deals prior to the expiry of current leases. The Group also offers lease incentives to encourage high quality tenants to remain in
properties for longer lease terms. Expectations about the future residual values are reflected in the fair value of the properties.
The future undiscounted minimum lease amounts receivable under non-cancellable operating leases are as follows:
2024
£m
20231
£m
Within one year
165.8
159.5
Between one and two years
141.8
134.3
Between two and three years
120.8
111.5
Between three and four years
99.7
95.3
Between four and five years
75.3
77.8
Later than five years
353.7
329.2
Total undiscounted minimum lease receivables
957.1
907.6
1. The presentation of the 2023 balances has changed due to additional disaggregation of the maturity analysis of the lease payments.
The consolidated income statement includes £0.4 million (31 December 2023: £0.4 million) recognised in respect of expected
increased rent resulting from outstanding reviews where the actual rent will only be determined on settlement of the rent review.
22 Financial risk management
The Group’s financial risk management strategy seeks to set financial limits for treasury activity to ensure they are in line with the
risk appetite of the Group. The Group is exposed to a variety of risks arising from the Group’s operations: market risk, liquidity risk
and credit risk.
The following table sets out each class of financial asset and financial liability as at 31 December:
Categories of financial instruments
2024
2023
Note
Carrying
value
£m
Gain/(loss)
to income
statement
£m
Carrying
value
£m
Gain/(loss)
to income
statement
£m
Derivative financial assets
15
3.4
(6.3)
9.7
(7.4)
Total held for trading assets
3.4
(6.3)
9.7
(7.4)
Cash and cash equivalents
17
124.0
–
200.2
–
Other financial assets1
16
115.0
–
113.2
–
Total cash and other financial assets
239.0
–
313.4
–
Investment held at fair value through profit or loss2
–
–
–
52.0
Total investment held at fair value through profit or loss
–
–
–
52.0
Derivative financial liabilities
15
(1.8)
5.4
(7.2)
(3.9)
Total held for trading liabilities
(1.8)
5.4
(7.2)
(3.9)
Borrowings
19
(1,467.8)
–
(1,629.7)
–
Lease liabilities
20
(3.0)
–
(3.0)
–
Other financial liabilities3
18
(62.7)
–
(78.5)
–
Total borrowings and other financial liabilities
(1,533.5)
–
(1,711.2)
–
1. Includes rent receivable, amounts due from joint ventures and associates and other receivables.
2. £52.0 million gain recognised in 2023 relates to the fair value movement on the 97 million Shaftesbury PLC shares held until completion of the all-share merger on 6 March 2023.
3. Includes trade and other payables (excluding rents in advance).
The majority of the Group’s financial risk management is carried out by the Group’s treasury function under policies approved by
the Board of Directors. The policies for managing each of these risks and the principal effects of these policies on the results for
the year are summarised on the following pages.
201
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
22 Financial risk management continued
Market risk
Interest rate risk
Interest rate risk comprises both cash flow and fair value risks. Cash flow interest rate risk is the risk that the future cash flows of
a financial instrument will fluctuate due to changes in market interest rates. Fair value risk is the risk that the fair value of financial
instruments will fluctuate as a result of changes in market interest rates.
The Group’s interest rate risk arises from borrowings issued at variable rates that expose the Group to cash flow interest rate risk,
whereas borrowings issued at fixed interest rates expose the Group to fair value interest rate risk.
It is Group policy, and often a requirement of our lenders, to eliminate substantially all short and medium-term exposure to interest
rate fluctuations in order to establish certainty over medium-term cash flows by using fixed interest rate derivatives. Interest rate
derivatives have the economic effect of converting borrowings from floating to fixed rates. Interest rate caps protect the Group by
capping the maximum interest rate payable at the caps ceiling. Interest rate collars protect the Group by capping the maximum
interest rate payable at the collar’s ceiling but sacrifice the profitability of interest rate falls below a certain floor.
Group policy is to ensure that interest rate protection on Group external debt is greater than 25 per cent.
The Group has entered into various non-traded derivative instruments to manage its exposure to interest rate risk. These derivatives
have not been designated as hedging instruments and therefore they are classified as financial derivatives at fair value through
profit or loss.
All of the Group’s drawn debt is at fixed rates or currently has interest rate protection in place, taking into account £250 million of
hedging which provides for a cap of 3.0 per cent and a floor of 2.0 per cent on SONIA exposure until the end of 2025, and interest
on cash deposits.
The derivative contracts require settlement of net interest receivable or payable every 90 days. The settlement dates coincide with
the dates on which interest is payable on the underlying debt.
The sensitivity analysis below illustrates the impact of a 100 basis point (“bps”) shift, upwards and downwards, in the level of
interest rates on the movement in fair value of interest rate derivatives entered into by the Group.
Increase in
interest rates
by 100 bps
2024
£m
Decrease in
interest rates
by 100 bps
2024
£m
Increase in
interest rates
by 100 bps
2023
£m
Decrease in
interest rates
by 100 bps
2023
£m
Effect on profit before tax (change in fair value of derivative financial instruments):
Increase/(decrease)
2.3
(2.1)
4.9
(4.6)
The sensitivity analysis above is a reasonable illustration of the possible effect from the changes in slope and shifts in the yield curve
that may actually occur and represents management’s assessment of possible changes in interest rates. 100 bps has been used in
2024 (31 December 2023: 100 bps) to reflect current macroeconomic conditions. The fixed rate derivative financial instruments are
matched by floating rate debt, therefore such a movement would have a very limited effect on Group cash flow overall.
Liquidity risk
Liquidity risk is managed to ensure that the Group is able to meet future payment obligations when financial liabilities fall due.
The Group’s policy is to seek to minimise its exposure to liquidity risk by managing its exposure to interest rate risk and to
refinancing risk. The Group seeks to achieve an appropriate balance between a number of factors, including tenor and costs.
Liquidity analysis is intended to provide sufficient headroom to meet the Group’s operational requirements and investment commitments.
The Group’s policy also includes maintaining adequate cash, as well as maintaining adequate committed and undrawn facilities.
A key factor in ensuring existing facilities remain available to the Group is the borrowing entity’s ability to meet the relevant
facility’s financial covenants. The Group has a process to regularly monitor both current and projected compliance with the
financial covenants.
The Group regularly reviews the maturity profile of its financial liabilities and will seek to avoid concentrations of maturities through
the regular replacement of facilities and by staggering maturity dates. Refinancing risk may be reduced by reborrowing prior to the
contracted maturity date, effectively switching liquidity risk for market risk. This is subject to credit facilities being available at the
time of the desired refinancing.
202
Shaftesbury Capital PLC | 2024 Annual Report
Liquidity risk
The tables below set out the maturity analysis of the Group’s financial liabilities based on the undiscounted contractual obligations
to make payments of interest and to repay principal. The unsecured revolving credit facility of £300 million is not included for 2024
and 2023 and the unsecured revolving credit facility of £150 million is not included for 2024 as these facilities were undrawn as at
the respective balance sheet dates. Where interest payment obligations are based on a floating rate, the rates used are those
implied by the par yield curve.
Group
2024
Carrying
value
Within 1 yr
(2025)
Between 1-2 yrs
(2026-2027)
Between 3-5 yrs
(2028-2029)
Over 5 yrs
(2030 onwards)
Total
£m
Interest
£m
Principal
£m
Interest
£m
Principal
£m
Interest
£m
Principal
£m
Interest
£m
Principal
£m
Interest
£m
Principal
£m
Non-derivatives
Loan notes
379.3
10.2
–
16.2
212.5
10.6
85.0
7.6
82.5
44.6
380.0
Unsecured bank loans1
269.9
20.2
–
23.2
200.0
6.5
75.0
–
–
49.9
275.0
Secured loans
545.8
27.0
–
54.0
–
69.2
264.8
56.8
320.0
207.0
584.8
Exchangeable bonds
272.8
5.5
–
2.7
275.0
–
–
–
–
8.2
275.0
Other payables
62.7
–
62.7
–
–
–
–
–
–
–
62.7
Total non-derivatives
1,530.5
62.9
62.7
96.1
687.5
86.3
424.8
64.4
402.5
309.7
1,577.5
Derivatives
Interest rate derivatives
(3.4)
(3.4)
–
-
–
–
–
–
–
(3.4)
–
Total derivatives
(3.4)
(3.4)
–
-
–
–
–
–
–
(3.4)
–
Group
2023
Carrying
value
Within 1 yr
(2024)
Between 1-2 yrs
(2025-2026)
Between 3-5 yrs
(2027-2028)
Over 5 yrs
(2029 onwards)
Total
£m
Interest
£m
Principal
£m
Interest
£m
Principal
£m
Interest
£m
Principal
£m
Interest
£m
Principal
£m
Interest
£m
Principal
£m
Non-derivatives
Loan notes
474.1
13.0
95.0
10.2
–
16.2
212.5
18.1
167.5
57.6
475.0
Unsecured bank loans1
345.9
25.0
–
19.8
–
17.2
350.0
–
–
62.0
350.0
Secured loans
539.9
27.1
–
27.0
–
54.0
–
124.9
584.8
233.0
584.8
Exchangeable bonds
269.8
5.5
–
5.5
–
2.7
275.0
–
–
13.7
275.0
Other payables and tax liabilities
96.2
–
96.2
–
–
–
–
–
–
–
96.2
Total non-derivatives
1,725.9
70.6
191.2
62.5
–
90.1
837.5
143.0
752.3
366.3
1,781.0
Derivatives
Interest rate derivatives
(9.7)
(7.0)
–
(1.2)
–
–
–
–
–
(8.2)
–
Total derivatives
(9.7)
(7.0)
–
(1.2)
–
–
–
–
–
(8.2)
–
1. £150 million nominal value of the unsecured bank loans were repaid on 8 February 2024. The unsecured bank loan has an initial maturity in December 2026 with the option to extend
the tenor by a further two periods of one year each, subject to lender approval.
Contractual maturities reflect the expected maturities of financial instruments.
The interest payments on variable interest rate loans and bonds issued in the table above reflect market forward interest rates at
the reporting date and these amounts may change as market interest rates change. The future cash flows on derivative instruments
may be different from the amount in the above table as interest rates change. Except for these financial liabilities, it is not expected
that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts based on
the current drawn facility balances.
203
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
22 Financial risk management continued
Financial covenants
The Group has an unsecured revolving credit facility, loan notes, secured loans and an unsecured corporate loan facility that
contain loan covenants. Details of these loans are disclosed in note 19 ‘Borrowings’. A future breach of covenant may require
the Group to repay the facilities earlier than indicated in the above table. Details of the loan covenants are set out below:
31 December 2024
Maturity
Nominal value as at 31
December 2024
£m
Carrying value at
31 December 2024
£m
LTV
covenant2
Interest cover
covenant2
Private placement loan notes
2026–2037
380.0
379.3
60%
1.20x
Exchangeable bond
2026
275.0
272.8
N/A
N/A
Unsecured term facilities1
2027–2029
275.0
269.9
60%
1.20x
Secured term loans (Canada Life)
2029
134.8
128.5
60%
1.40x
Secured term loans (Aviva)
2030–2035
450.0
417.3
65%
1.35x
Unsecured revolving credit facility (undrawn)1
2027
150.0
–
60%
1.20x
Revolving credit facility (undrawn)
2028
300.0
–
60%
1.20x
1. Additional requirements that Group unencumbered assets are equal to or exceed 1.5x of Group unsecured debt.
2. The covenants of the drawn loan balances are defined within the Glossary.
Under the terms of the debt agreements, the secured term loan covenants are calculated quarterly, and the covenants for the
remaining debt agreements are calculated at the end of each annual and interim reporting period. There are no indications that
the Group would have difficulties complying with the covenants when they will next be tested.
Credit risk
The Group’s principal financial assets are trade and other receivables, amounts receivable from joint ventures and cash and cash
equivalents. Credit risk is the risk of financial loss if a customer or counterparty fails to meet an obligation under a contract. Credit
risk arises primarily from trade receivables relating to customers but also from the Group’s undrawn commitments and holdings
of assets such as cash deposits and loans with counterparties. The carrying value of financial assets recorded in the consolidated
financial statements represents the Group’s maximum exposure to credit risk without taking into account the value of any deposits
or guarantees obtained.
Trade and other receivables:
Credit risk associated with trade receivables is actively managed; customers are managed individually by asset managers, who
continuously monitor and work with customers, anticipating and wherever possible identifying and addressing risks prior to default.
Customers are managed through a large and diverse customer base to reduce the credit risk to the Group. Trade receivables
are less than one per cent of total assets at 31 December 2024 (31 December 2023: less than one per cent) and are £17.9 million
as at 31 December 2024 (31 December 2023: £18.4 million).
Prospective customers are assessed through an internally conducted review process, by obtaining credit ratings and reviewing
financial information. As a result, deposits or guarantees may be obtained. The amount of deposits held as collateral at
31 December 2024 was £36.4 million (31 December 2023: £33.4 million). £22.2 million (31 December 2023: £18.9 million)
of the cash deposits held against customers’ rent payment obligations are in bank accounts administered by the Group’s
managing agents which are not included within the consolidated balance sheet.
Rent receivable balances are provided against by applying the IFRS 9 expected credit loss model which uses a lifetime expected
loss allowance. In assessing the provision the Group identifies risk factors associated by sector and the type of rent receivable
outstanding (rent arrears, service charge, other). In determining the provision on a customer by customer basis, the Group
considers both recent payment history and future expectations of the customer’s ability to pay or possible default in order
to recognise an expected credit loss allowance.
Trade receivable balances are written off when there is no reasonable expectation of recovery or when a rent concession is
provided for past due rent. Indicators that there is no reasonable recovery include the failure of the debtor to engage in a
repayment plan with the Group and a failure to make contractual payments.
The amounts of trade receivables presented in the consolidated balance sheet are net of impairment for doubtful receivables.
During the year, the loss allowance provision increased due to a limited number of customer administrations or anticipated failures
in early 2025.
204
Shaftesbury Capital PLC | 2024 Annual Report
Ageing of gross trade receivables and loss allowances were as follows:
2024
£m
2023
£m
Gross
carrying
amount
Loss
allowance
Gross
carrying
amount
Loss
allowance
Not yet due
–
–
0.5
–
0-90 days
7.4
(1.1)
9.1
(1.3)
91-180 days
4.0
(1.3)
4.5
(0.7)
Over 180 days
6.5
(5.6)
4.3
(2.8)
Trade receivables
17.9
(8.0)
18.4
(4.8)
As at 31 December 2024 there is a provision for trade receivables of £8.0 million (31 December 2023: £4.8 million). The total
provision for the year is £3.9 million (31 December 2023: £2.0 million), as shown in note 4 ‘Gross Profit’, reflecting impairments
during the year and movements in the provision.
As the Group operates predominantly in central London, it is subject to some geographical concentration risk. However, this is
mitigated by the extensive range of customers from varying business sectors and the credit review process as noted above.
Amounts receivable from joint ventures:
Included within receivables, net of impairment is nil (31 December 2023: nil) working capital facility advanced to the Lillie Square
joint venture and an interest-bearing loan of £70.7 million (31 December 2023: £76.0 million). The carrying value of the investment
in the joint venture is nil (31 December 2023: nil) as the Group’s share of losses exceeds the cost of its investment. Total funding
advanced to the joint venture, including the working capital facility and an interest-bearing loan has been impaired by £48.3 million
cumulatively. Details of the impairment are set out in note 7 ‘Change in value of investments and other receivables’.
The Lillie Square joint venture is in a net liability position due to carrying trading property at the lower of cost and net realisable
value and the amortisation of the previously issued deep discount bonds. However, based on a market valuation undertaken by
the Group’s valuers JLL, there is an unrecognised surplus of £0.1 million (Group share) as at 31 December 2024. This surplus will
only be evidenced on sale of trading property when significant risks and rewards have transferred to the buyer. Therefore, while
Lillie Square demonstrates positive pricing evidence commercially and funding provided is not deemed to be at risk of default,
for reporting purposes the Group is required to allocate losses against amounts advanced to the joint venture, to the extent that
losses do not exceed the investment, until the unrecognised surplus on trading property is realised through sale.
Cash, deposits and derivative financial instruments:
The credit risk relating to cash, deposits and derivative financial instruments is actively managed by the Group’s treasury function.
Relationships are maintained with a number of institutional counterparties, ensuring compliance with Group cash investment policy
relating to limits on the credit ratings of counterparties. The maximum exposure to cash and deposits, excluding tenant deposits, as
at 31 December 2024 amounted to £114.7 million (31 December 2023: £195.6 million), including the Group’s share of joint venture
cash. The maximum fair value exposure to derivative financial instruments is £1.8 million (31 December 2023: £9.7 million).
Gross carrying value and loss allowance of other receivables (excluding trade receivables) are set out in the table below:
2024
£m
2023
£m
Gross
carrying
amount
Loss
allowance
Gross
carrying
amount
Loss
allowance
Amounts receivable from joint ventures and associates1
119.0
(48.3)
130.7
(43.1)
Other receivables2
90.4
(0.9)
58.5
(0.9)
1. Included within amounts receivable as at 31 December 2023 is an interest-bearing loan of £11.6 million advanced to the Longmartin associate. The interest-bearing loan was settled on
disposal of Longmartin in the current year. Refer to note 14 ‘Investments in joint ventures and associates’ for further detail.
2. £0.9 million (31 December 2023: £0.9 million) loss allowance relates to the provision against tenant lease incentives.
205
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
22 Financial risk management continued
Capital structure
The Group seeks to enhance shareholder value both by investing in the business so as to improve the return on investment and by
managing the capital structure appropriately. The Group uses a mix of equity, debt and other financial instruments, and aims to
access both debt and equity capital markets efficiently.
The key ratios used to monitor the capital structure of the Group are loan-to-value and the interest cover ratio. The Group aims
not to exceed a loan-to-value ratio of more than 40 per cent and to maintain interest cover above 125 per cent. These ratios are
disclosed on the nominal value of debt and market value of investment properties. These metrics are discussed in the Financial
review on page 50.
Loan-to-value
Note
2024
£m
2023
£m
Debt at nominal value
19
1,514.8
1,684.8
Less: cash
17
(109.8)
(185.7)
Net debt (A)
19
1,405.0
1,499.1
Total property portfolio at market value (B)
12
4,973.5
4,795.3
Loan-to-value (A/B)
28.2%
31.3%
Interest cover
Note
2024
£m
2023
£m
Finance costs
9
(72.0)
(67.5)
Finance income
8
14.8
15.6
Net finance costs (A)
(57.2)
(51.9)
Gross profit1
4
167.1
147.0
Other income
–
2.7
Underlying operating income (B)
167.1
149.7
Interest cover (B/A)
292.1%
288.4%
1. 2023 gross profit excludes a £5.1 million charge relating to the alignment of accounting policies on completion of the merger.
Fair value estimation
Financial instruments carried at fair value are required to be analysed by level depending on the valuation method adopted under
IFRS 13. The different valuation levels are defined in note 12 ‘Property portfolio’.
The table below presents the Group’s financial assets and liabilities recognised at fair value at 31 December 2024 and
31 December 2023. There were no transfers between levels during the year.
2024
2023
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Held for trading assets
Derivative financial assets
–
3.4
–
3.4
–
9.7
–
9.7
Total assets
–
3.4
–
3.4
–
9.7
–
9.7
Held for trading liabilities
Derivative financial liabilities
–
(1.8)
-
(1.8)
–
(7.2)
–
(7.2)
Total liabilities
–
(1.8)
-
(1.8)
–
(7.2)
–
(7.2)
The fair values of derivative financial instruments are determined from observable market prices or estimated using appropriate
yield curves at 31 December each year by discounting the future contractual cash flows to the net present values.
The fair values of the Group’s cash and cash equivalents, other financial assets carried at amortised cost and other financial
liabilities are not materially different from those at which they are carried in the consolidated financial statements.
206
Shaftesbury Capital PLC | 2024 Annual Report
23 Deferred tax
The change in corporation tax rate referred to in note 10 ‘Taxation’ has been enacted for the purposes of IAS 12 ‘Income Taxes’
(‘IAS 12’) and therefore has been reflected in these consolidated financial statements based on the expected timing of the
realisation of deferred tax.
Deferred tax on investment property is calculated under IAS 12 provisions on a disposals basis by reference to the property’s
original tax base cost. Properties that fall within the Group’s qualifying REIT activities will be outside the charge to UK corporation
tax subject to certain conditions being met. The Group’s recognised deferred tax position on investment property as calculated
under IAS 12 is nil at 31 December 2024 (31 December 2023: nil).
Accelerated
capital
allowances
£m
Fair value of
derivative
financial
instruments
£m
Other
temporary
differences
£m
Non-REIT
group
losses
£m
Total
£m
Provided deferred tax provision:
At 31 December 2022
0.4
–
(0.4)
–
–
Consolidated income statement items
0.1
0.9
0.4
(1.4)
–
At 31 December 2023
0.5
0.9
–
(1.4)
–
Consolidated income statement items
–
(0.9)
–
0.9
–
At 31 December 2024
0.5
–
–
(0.5)
–
Unrecognised deferred tax assets:
At 31 December 2022
–
–
(0.3)
(24.2)
(24.5)
Consolidated income statement items
–
–
(0.6)
2.8
2.2
At 31 December 2023
–
–
(0.9)
(21.4)
(22.3)
Consolidated income statement items
–
(0.7)
(1.5)
(1.0)
(3.2)
At 31 December 2024
–
(0.7)
(2.4)
(22.4)
(25.5)
In accordance with the requirements of IAS 12, deferred tax assets are only recognised to the extent that the Group believes it is
probable that future taxable profits will be available against which the deferred tax assets can be recovered. As at 31 December
2024, the Group has unrecognised deferred tax assets of £25.5 million (31 December 2023: £22.3 million) in relation to £89.8 million
(31 December 2023: £86.0 million) of gross losses carried forward within its residual business and £12.4 million (31 December 2023:
£3.5 million) of other deductible temporary differences.
24 Share capital and share premium
Group and Company
Issue type
Transaction
date
Issue
price
(pence)
Number
of shares
Share
capital
£m1
Share
premium
£m
At 1 January 2023
851,450,638
212.8
232.5
Issued to satisfy employee share scheme awards
March
25
6,170,629
1.5
–
Issued on completion of all-share merger2
March
25
1,095,549,228
273.9
–
At 31 December 2023
1,953,170,495
488.2
232.5
Issued to satisfy employee share scheme awards3
June
25
7,643
–
–
At 31 December 2024
1,953,178,138
488.2
232.5
1. Nominal value of share capital of 25 pence per share.
2. On completion of the all-share merger on 6 March 2023, 1,095,549,228 new shares were issued (including 128,350,793 shares issued to a Shaftesbury Capital controlled entity in
respect of secured shares previously held as collateral for the exchangeable bonds).
3. On 10 June 2024, 7,643 new shares were issued to satisfy employee share scheme awards.
25 Capital commitments
At 31 December 2024, the Group was contractually committed to £24.1 million (31 December 2023: £24.8 million) of future
expenditure for the purchase, construction, refurbishment and enhancement of investment property.
The Group’s share of joint venture capital commitments arising on LSJV amounts to nil (31 December 2023: nil).
26 Contingent liabilities
The Group has contingent liabilities in respect of legislation, sustainability targets, legal claims, guarantees and warranties arising
from the ordinary course of business. There are no contingent liabilities that require disclosure or recognition in the consolidated
financial statements.
207
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
27 Cash flow information
(a) Cash generated from operations
Note
2024
£m
2023
£m
Profit before tax
252.4
750.6
Adjustments:
(Gain)/loss on revaluation and sale of investment property1
(197.6)
65.0
Gain on bargain purchase
31
–
(805.5)
Change in value of investments and other receivables
7
7.0
12.5
Change in fair value of financial assets at fair value through profit or loss
22
–
(52.0)
Depreciation2
13
0.7
0.4
Amortisation of tenant lease incentives and other direct costs
(5.6)
0.1
Provision for expected credit loss
3.9
2.0
Profit from joint ventures and associates
14
(4.5)
(0.2)
Share-based payment
29
3.1
7.9
Finance income
8
(14.8)
(15.6)
Other finance income
8
(4.5)
(4.1)
Finance costs
9
72.0
67.5
Other finance costs
9
6.5
31.3
Change in fair value of derivative financial instruments
15
0.9
11.3
Loss on sale of associate
14
4.0
–
Change in working capital:
Change in trade and other receivables
(4.6)
(27.1)
Change in trade and other payables
(10.2)
(14.3)
Cash generated from operations
108.7
29.8
1. Included within the gain on revaluation and sale of investment property in the consolidated income statement is cash transaction costs of £3.0 million incurred on the disposal
of property.
2. £0.3 million of depreciation is recognised within note 5 ‘Administration expenses’ and £0.4 million is recognised within note 4 ‘Gross profit’.
(b) Reconciliation of cash flows from financing activities
The table below sets out the reconciliation of the movements in borrowings to cash flows arising from financing activities:
Note
Long-term
borrowings
£m
Short-term
borrowings
£m
Derivative
liability –
exchangeable
bond
£m
Total liabilities
from financing
activities
£m
Balance at 1 January 2023
738.4
–
3.3
741.7
Cash flows from financing activities
Repayment of bank loans
19
(1,151.0)
–
–
(1,151.0)
Drawdown of revolving credit facility and secured loan
19
1,126.0
–
–
1,126.0
Total cash flows used in financing activities
(25.0)
–
–
(25.0)
Other movements
Debt acquired on completion of merger
889.0
–
–
889.0
Reclassification from long-term to short-term at year end
19
(94.9)
94.9
–
–
Amortisation
27.3
–
–
27.3
Changes in fair value
15
–
–
3.9
3.9
Total other movements
821.4
94.9
3.9
920.2
Balance at 31 December 2023
1,534.8
94.9
7.2
1,636.9
Cash flows from financing activities
Repayment of bank loans
(210.0)
(95.0)
–
(305.0)
Drawdown of revolving credit facility and secured loan
135.0
–
–
135.0
Total cash flows used in financing activities
(75.0)
(95.0)
–
(170.0)
Other movements
Transaction costs associated with financing activities
(3.5)
–
–
(3.5)
Amortisation and unwind of fair value adjustment on debt
11.5
0.1
(5.4)
6.2
Total other movements
8.0
0.1
(5.4)
2.7
Balance as at 31 December 2024
1,467.8
–
1.8
1,469.6
208
Shaftesbury Capital PLC | 2024 Annual Report
28 Related party transactions
(a) Transactions with Directors
Key management compensation1
2024
£m
2023
£m
Short-term employee benefits
3.4
5.3
Post-employment pension
–
–
Termination benefits
0.7
–
Share-based payment
1.7
0.7
5.8
6.0
1. Key management comprises the Directors of the Company, who have been determined to be the only individuals with authority and responsibility for planning, directing and controlling
the activities of the Group.
Share dealings
No Director had any dealings in the shares of any Group company between 31 December 2024 and 26 February 2025, being a date
not more than one month prior to the date of the notice convening the Annual General Meeting.
Other than as disclosed in these consolidated financial statements, no Director of the Company had a material interest in any contract
(other than service contracts), transaction or arrangement with any Group company during the year ended 31 December 2024.
(b) Transactions between the Group and its joint ventures and associates
Transactions during the year between the Group and its joint ventures and associates, which are related parties, are disclosed in
notes 14 ‘Investment in joint ventures and associates’, 16 ‘Trade and other receivables’ and 25 ‘Capital commitments’. During the
year the Group received management fees of nil (31 December 2023: £0.1 million) that were charged on an arm’s length basis.
Property purchased by Directors of the Company
A related party of the Group, Lillie Square GP Limited, entered into the following related party transaction as defined by IAS 24
‘Related Party Disclosures’:
– Situl Jobanputra, Chief Financial Officer of Shaftesbury Capital, and a family member own an apartment in the Lillie Square
development. The disclosures in respect of this purchase were included in previous financial statements.
– Owners of apartments in the Lillie Square development are required to pay annual ground rent, insurance premium fees,
maintenance work fees and bi-annual service charge fees, which for Directors are related party transactions. During 2024,
£7,962.78 had been paid to a related party of the Shaftesbury Capital Group, Lillie Square GP Limited, in relation to these charges.
Transactions with Directors are conducted at fair and reasonable market prices based upon similar comparable transactions at
that time. Where applicable, appropriate approval has been provided. Lillie Square GP Limited acts in the capacity of general
partner to Lillie Square LP, a joint venture between the Group and KFI.
209
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
29 Share-based payments
The Group operates a number of share-based payment schemes relating to employee benefits and incentives. All schemes are
equity settled with the increase in equity measured by reference to the fair value of the Group’s equity instruments at the grant
date of the share awards. The corresponding expense is recognised on a straight-line basis over the vesting period based on Group
estimates of the number of shares that are expected to vest. The total expense recognised in the consolidated income statement in
respect of share-based payments for 2024 was £3.1 million (31 December 2023: £7.9 million).
All options have a vesting period of three years and a maximum contractual life of 10 years. The fair value of share awards is
determined by the market price of the shares at the grant date.
Full details of the performance criteria, vesting outcomes and any additional holding periods for the performance share plan are
set out within the Directors’ remuneration report on pages 138 to 161.
1. Performance share plan
Nil cost options to subscribe for ordinary shares and conditional awards of free shares may be awarded under the Performance
Share Plan (“PSP”). The Company may make a proportion of awards as HMRC approved market value options.
Share options outstanding at 31 December 2024 have an exercise price of nil and a weighted average remaining contractual life of
five years and are exercisable between 2026 and 2029.
(a) Nil cost option awards
Number of nil cost options
2024
2023
Outstanding at 1 January
6,476,714
8,382,021
Awarded during the year
5,430,059
7,409,650
Forfeited/lapsed during the year
–
(4,543,139)
Exercised during the year1
–
(4,771,818)
Outstanding at 31 December
11,906,773
6,476,714
Exercisable at 31 December
–
–
1. The weighted average share price at the date of exercise in the prior year was 124.5 pence.
(b) Deferred share awards
Number of deferred
share awards
2024
2023
Outstanding at 1 January
3,230,147
2,629,395
Awarded during the year
2,899,064
3,571,056
Forfeited/lapsed during the year
(594,727)
(1,571,493)
Exercised during the year1
–
(1,398,811)
Outstanding at 31 December
5,534,484
3,230,147
Exercisable at 31 December
–
–
1. The weighted average share price at the date of exercise in the prior year was 124.5 pence.
2. Fair value of share-based payment
The fair value of share awards is calculated using the Black-Scholes option pricing model for the half that is subject to the total
return performance condition and using the stochastic pricing model for the half that is subject to the total shareholder return
performance condition. Inputs to the models for share awards during the year are as follows:
Year of share award
2024
2023
Closing share price at grant date
135p
113p
Exercise price
0p–135p
0p–113p
Expected option life
3-5 years
3–5 years
Risk-free rate
3.24%
3.25%
Expected volatility1
30.33–31.46% 30.16–37.04%
Expected dividend yield
0%
0%
Fair value per option
79p–135p
73p–113p
1. Expected volatility is a measure of an amount by which the share price is expected to fluctuate during the period. Volatility is calculated by determining the movement in share price
over the period commensurate with the holding period immediately prior to the grant date.
210
Shaftesbury Capital PLC | 2024 Annual Report
30 Related undertakings
The Company’s subsidiaries and other related undertakings at 31 December 2024 are listed below. All Group entities are included in the
consolidated financial statements.
Unless otherwise stated, the Company holds 100 per cent of the voting rights and beneficial interests in the shares of the
subsidiaries listed below. The share capital of each of the companies, where applicable, comprises ordinary shares unless otherwise stated.
Registered address: Regal House, 14 James Street, London, WC2E 8BU
Related undertakings
20 The Piazza Limited
Covent Garden Management Services Limited1,2
20 The Piazza Management Limited1
Covent Garden Real Estate Holdings Limited1,6
22 Southampton Street Limited
Floral Court Collection Management Limited1
22 Southampton Street Management Limited1
Floral Court Limited
34 Henrietta Street Limited
Innova Investment Management Limited1
34 Henrietta Street Management Company Limited1
Lillie Square Clubhouse Limited (50%)1,4
C & C Management Services Limited2
Lillie Square Developments Limited (50%)4
C&C Properties UK Limited2
Lillie Square GP Limited (50%)4
Capco Covent Garden Limited2
Lillie Square LP (50%)4
Capco Covent Garden Residential Limited
Lillie Square Management Limited (50%)4
Capco Group Treasury Limited2
Lillie Square Nominee Limited (50%)1,4
Capco London Limited1
Shaftesbury AV Investment Limited
Capital & Counties CG Limited
Shaftesbury AV Limited
Capital & Counties CGP
Shaftesbury Carnaby PLC
Capital & Counties CG Nominee Limited1
Shaftesbury Charlotte Street Limited1
Capital & Counties Limited2,3
Shaftesbury Chinatown PLC
Carnaby Estate Holdings Limited1
Shaftesbury CL Investment Limited
Carnaby Investments Limited1
Shaftesbury CL Limited
Carnaby Property Investments Limited1
Shaftesbury Covent Garden Limited
Charlotte Street Estate Holdings Limited1
Shaftesbury Covent Garden Property Investments Limited1
Chinatown Estate Holdings Limited1
Shaftesbury Investments 2 Limited1
Chinatown London Ltd1
Shaftesbury Investments 4 Limited1
Chinatown Property Investments Limited1
Shaftesbury Investments 6 Limited1
Covent Garden Estate Holdings Limited1
Shaftesbury Investments 7 Limited1
Covent Garden (43 Management) Limited1
Shaftesbury Investments 8 Limited1
Covent Garden (49 Wellington Street) Limited
Shaftesbury Investments 9 Limited1
Covent Garden Group Holdings Limited
Shaftesbury Investments 10 Limited1
Covent Garden Holdings (No.1) Limited1
Shaftesbury PLC2
Covent Garden Holdings (No.2) Limited1
Shaftesbury Soho Limited
Covent Garden Holdings (No.3) Limited5
Shaftesbury West End Limited1
1. Dormant entity.
2. Direct undertakings of the Company.
3. Ordinary and non-voting deferred shares.
4. Equity accounted joint ventures and associates.
5. With effect from 20 January 2024, the company changed its name from CG Treasury Limited to Covent Garden Holdings (No.3) Limited and ceased to be a direct undertaking of
the Company.
6. Incorporated on 15 November 2024.
Registered address: C/O Shepherd and Wedderburn LLP, 9 Haymarket Square, Edinburgh, Scotland, EH3 8FY
Related undertakings
Capco Investment London (No.6) Limited1,2
Capco Investment London (No.7) Scottish Limited Partnership2
1. Dormant entity.
2. Direct undertakings of the Company.
Registered address: 27 Esplanade, St Helier, Jersey, JE1 1SG
Related undertakings
Capital & Counties Properties (Jersey) 3 Limited1,2
Innova Investment Holdings Limited
Capvestco Earls Court Limited
Lillie Square LP Limited
Capvestco Limited1,2
1. Dormant entity.
2. Direct undertakings of the Company.
Registered address: 28 Esplanade, St Helier, Jersey, JE2 3QA
Related undertaking
Covent Garden Unit Trust
211
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Notes to the financial statements
31 Gain on bargain purchase
In the prior year, on 6 March 2023, the all-share merger between Capital & Counties Properties PLC (now called Shaftesbury
Capital PLC) and Shaftesbury PLC, was completed. The merger was effected through the issuance of shares, which had a fair
value of £1,612.9 million on completion date (including the fair value of the 25.2 per cent that the Group already owned). The fair
value of the net identifiable assets acquired on completion amounted to £2,418.4 million, resulting in a gain on bargain purchase
of £805.5 million.
During the prior year £35.8 million of transaction costs in connection with the all-share merger were incurred. These costs were
recorded within administrative expenses in the consolidated income statement.
Shaftesbury PLC contributed £121.9 million to revenue and reduced profit before tax by £64.3 million for the year ended
31 December 2023. Had the merger taken place at the beginning of the 2023 financial year, it is estimated that the Group’s
reported revenue would have increased by £24.9 million and profit before tax would have declined by £1.7 million. The Group’s
reported underlying earnings before tax would have increased by £5.0 million.
32 Events after the reporting date
In January 2025, the Group completed on the disposal of an investment property for £3.0 million (before costs). The property was
classified as held for sale as at 31 December 2024. In February 2025, the Group acquired an investment property for £6.0 million
(before costs).
212
Shaftesbury Capital PLC | 2024 Annual Report
Shaftesbury Capital PLC Company
balance sheet
As at 31 December 2024
Note
2024
£m
2023
£m
Non-current assets
Investments in Group companies
II
2,129.4
2,129.4
Trade and other receivables
III
1,523.4
–
3,652.8
2,129.4
Current assets
Trade and other receivables
III
0.5
1,616.8
Derivative financial instruments
3.4
–
3.9
1,616.8
Total assets
3,656.7
3,746.2
Non-current liabilities
Borrowings
IV
(542.7)
(616.6)
Derivative financial instruments
V
(1.8)
(7.2)
(544.5)
(623.8)
Current liabilities
Trade and other payables
(16.1)
(3.7)
(16.1)
(3.7)
Total liabilities
(560.6)
(627.5)
Net assets
3,096.1
3,118.7
Equity
Share capital
24
488.2
488.2
Other components of equity
2,607.9
2,630.5
Total equity
3,096.1
3,118.7
The profit for the year attributable to shareholders of the Company is £39.7 million (31 December 2023: £89.7 million loss).
References in Roman numerals refer to the notes to the Company financial statements, references in numbers refer to the notes
to the Group financial statements.
These financial statements of Shaftesbury Capital PLC (registered number: 07145051) have been approved for issue by the Board
of Directors on 26 February 2025 and signed on its behalf by:
Ian Hawksworth
Situl Jobanputra
Chief Executive
Chief Financial Officer
213
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Company financial statements
Shaftesbury Capital PLC Company
statement of changes in equity
For the year ended 31 December 2024
Note
Share
capital
£m
Share
premium
£m
Own
shares1
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Share-
based
payment
reserve
£m
Retained
earnings
£m
Total
equity
£m
At 1 January 2023
212.8
232.5
–
1.5
293.7
9.8
1,293.7 2,044.0
Loss and total comprehensive expense for the year
–
–
–
–
–
–
(89.7)
(89.7)
Completion of all-share merger2
273.9
–
–
–
930.2
–
– 1,204.1
Dividends
11
–
–
–
–
–
–
(43.8)
(43.8)
Issue of shares and realisation of share-based payment reserve
on issue of employee share options3
1.5
–
(0.8)
–
–
(9.8)
11.9
2.8
Fair value of share-based payment
29
–
–
–
–
–
1.3
–
1.3
Balance at 31 December 2023
488.2
232.5
(0.8)
1.5
1,223.9
1.3
1,172.1 3,118.7
Profit and total comprehensive income for the year
–
–
–
–
–
–
39.7
39.7
Dividends
11
–
–
–
–
–
–
(65.4)
(65.4)
Fair value of share-based payment
29
–
–
–
–
–
3.1
–
3.1
Balance at 31 December 2024
488.2
232.5
(0.8)
1.5
1,223.9
4.4
1,146.4 3,096.1
1. Represents 3,146,886 shares held by the Group’s Employee Benefit Trust in respect of employee share awards.
2. Represents non-qualifying consideration received by the Group following previous share placings and the all-share merger with Shaftesbury PLC, which completed on 6 March 2023.
The amounts taken to the merger reserve do not currently meet the criteria for qualifying consideration and therefore will not form part of distributable reserves as they form part of
linked transactions.
3. Represents the issue of 6,170,629 new shares and subsequent realisation of the outstanding share-based payment reserve on the close out of the Capco share scheme prior to
completion of the all-share merger. Following the vesting, 3,146,886 shares were purchased by the Group’s Employee Benefit Trust.
214
Shaftesbury Capital PLC | 2024 Annual Report
Shaftesbury Capital PLC
Notes to the Company
financial statements
I Principal accounting policies
General information
Shaftesbury Capital PLC (the “Company”) was incorporated and registered in England and Wales and domiciled in the United
Kingdom on 3 February 2010 under the Companies Act as a public company limited by shares, registration number 7145051.
The registered office of the Company is Regal House, 14 James Street, London, WC2E 8BU, United Kingdom. The principal activity
of the Company is to act as the ultimate parent company of Shaftesbury Capital PLC Group (the “Group”), whose principal activity
is the investment in and management of property.
Basis of preparation
The Company’s financial statements are prepared in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure
Framework’ (‘FRS 101’), and in conformity with the requirements of the Companies Act 2006.
The financial statements have been prepared on a going concern basis under the historical cost convention as modified for the
revaluation of derivative financial instruments.
The Directors have taken advantage of the exemption offered by section 408 of the Companies Act 2006 not to present a separate
income statement or statement of comprehensive income for the Company.
Historically the Company’s financial statements have been prepared in accordance with United Kingdom-adopted accounting
standards (‘UK-adopted IFRS’ or ‘IFRS’). In the current year the Company has elected to apply FRS 101. The change in basis
of preparation has not resulted in a change in accounting policies and as a result, all accounting policies have been applied
consistently to all the years presented and are the same as those applied by the Group as set out on pages 178 to 186.
However, the change from IFRS to FRS 101 has resulted in reduced disclosure when compared to the Company’s prior
year financial statements. The full list of disclosure exemptions taken by the Company are:
– IFRS 7, ‘Financial instruments: Disclosures’;
– Paragraphs 10(d) (statement of cash flows); 16 (statement of compliance with all IFRS); 38A (requirement for minimum of two
primary statements, including cash flow statements); 38B-D (additional comparative information); 111 (statement of cash flows
information); and 134-136 (capital management disclosures), 10(f) (a statement of financial position as at the beginning of the
preceding period when an entity applies an accounting policy retrospectively or makes a retrospective restatement of items in
its financial statements, or when it reclassifies items in its financial statements); and 40A–D (requirements for a third statement of
financial position) of IAS 1, ‘Presentation of financial statements’;
– IAS 7, ‘Statement of cash flows’;
– Paragraphs 30 and 31 of IAS 8, ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure
of information when an entity has not applied a new IFRS that has been issued but is not yet effective);
– Paragraph 17 of IAS 24, ‘Related party disclosures’ (key management compensation);
– The requirements in IAS 24, ‘Related party disclosures’, to disclose related party transactions entered between two or more
members of a group.
In the current year, the Company has applied the below amendments to IFRS Standards and Interpretations issued by the
International Accounting Standards Board that are effective for annual periods that begin on or after 1 January 2024.
– IAS 1 ‘Presentation of Financial Statements’ (amendment) (Classification of Liabilities as Current or Non-current and Non-current
Liabilities with Covenants)
– IFRS 16 ‘Leases’ (amendment) (Lease liability in a sale and leaseback)
The adoption of the above amendments have not had a material impact on the amounts reported in the financial statements or on
the disclosures.
215
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
166
Directors’ responsibilities
167
Independent auditors’ report
174
Financial statements
178
Notes to the financial statements
213
Company financial statements
Additional information
Financial statements | Company financial statements
I Principal accounting policies continued
Investments in Group companies
Investments in Group companies, which eliminates on consolidation, are stated in the Company’s separate financial statements at
cost less impairment losses, if any. Impairment losses are determined with reference to the investment’s fair value less estimated
selling costs and value-in-use calculations. Fair value is derived from the subsidiaries’, and their subsidiaries’ net assets at the
balance sheet date. Value-in-use calculations which require the use of estimates, comprise discounted cash flows based on the
latest strategic plan. On disposal, the difference between the net disposal proceeds and the carrying amount is included in the
income statement.
Other
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of applying the company’s accounting policies. The areas involving
a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements,
include the assessment and classification of the recoverable amounts of loans and investments.
The Directors did not make any significant judgements in the preparation of these financial statements.
The auditors’ remuneration for audit and other services is disclosed in note 5 ‘Administration expenses’ to the Group
financial statements.
II Investment in Group companies
2024
£m
2023
£m
At 1 January
2,129.4
516.4
Additions
–
1,613.0
At 31 December
2,129.4
2,129.4
Investments in Group companies are carried at cost less impairment losses, if any. An impairment test is performed on an annual basis.
An impairment charge of nil was recorded in the current year (31 December 2023: nil).
III Trade and other receivables
2024
£m
2023
£m
Non-current
Amounts owed by subsidiaries
1,523.4
–
Trade and other receivables
1,523.4
–
Current
Amounts owed by subsidiaries
–
1,616.3
Prepayments and accrued income
0.5
0.5
Trade and other receivables
0.5
1,616.8
As at 31 December 2023, it was deemed appropriate to classify the receivable balances as current based on the Group’s intention
to review the post-merger holding structure, including amounts owed by subsidiaries.
The post-merger review of the holding structure was completed post the 2024-year end, and following recapitalisations and
settlements of receivables from further down in the group will result in a reduction in the amounts owed by subsidiaries and
a corresponding increase in investments in Group companies.
As the Company does not have the intention in the short term to recall the remaining balances post the restructure, the amounts
owed by subsidiaries as at 31 December 2024 have been classified as non-current.
An impairment test is performed on an annual basis to determine the recoverability of amounts owed by subsidiaries. The key
assumptions made in the impairment assessment are the expected cash flows to be generated by each subsidiary, discounted at
a rate of 4.6 per cent (31 December 2023: 4.6 per cent). As a result, an impairment of nil (31 December 2023: £96.9 million) was
raised against the amounts owed by subsidiaries.
216
Shaftesbury Capital PLC | 2024 Annual Report
IV Borrowings
2024
Carrying
value
£m
Secured
£m
Unsecured
£m
Fixed
rate
£m
Floating
rate
£m
Fair
value
£m
Nominal
value
£m
Non-current
Bank loans
269.9
–
269.9
–
269.9
269.9
275.0
Exchangeable bonds1
272.8
272.8
–
272.8
–
263.1
275.0
Borrowings
542.7
272.8
269.9
272.8
269.9
533.0
550.0
1. Fair value of exchangeable bonds includes the fair value of the option component of £1.8 million as disclosed in note V ‘Derivative financial instruments’.
2023
Carrying
value
£m
Secured
£m
Unsecured
£m
Fixed
rate
£m
Floating
rate
£m
Fair
value
£m
Nominal
value
£m
Non-current
Bank loans
346.8
–
346.8
–
346.8
350.0
350.0
Exchangeable bonds1
269.8
269.8
–
269.8
–
256.9
275.0
Borrowings
616.6
269.8
346.8
269.8
346.8
606.9
625.0
1. Fair value of exchangeable bonds includes the fair value of the option component of £7.2 million as disclosed in note V ‘Derivative financial instruments’.
The Company has two revolving credit facilities totalling £450 million, which are undrawn at 31 December 2024.
The maturity profile of gross debt is as follows:
2024
£m
2023
£m
Wholly repayable in more than one year but not more than five years
550.0
625.0
550.0
625.0
V Derivative financial instruments
Derivative financial assets
2024
£m
2023
£m
Current
Interest rate derivatives
3.4
–
Derivative financial assets
3.4
–
Derivative liabilities
2024
£m
2023
£m
Non-current
Derivative liability – exchangeable bonds1
1.8
7.2
Derivative financial liabilities
1.8
7.2
1. On 30 November 2020 the Company issued £275 million of secured exchangeable bonds maturing in March 2026. The net proceeds received from the issue of the exchangeable
bonds have been split between the financial liability element and an option component, representing the fair value of the embedded option to convert the financial liability into equity of
Shaftesbury. The debt component is accounted for at amortised cost at the effective interest rate method and the derivative liability is accounted for at fair value through profit or loss.
217
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
Additional information
218
Alternative performance
measures
221
EPRA measures
226
Analysis of property portfolio
227
Historical record
228
Board and advisers
229
Dividends
230
Glossary
234
Greenhouse gas emissions
235
Shareholder information
236
Cautionary statement
Additional information
Alternative performance
measures (unaudited)
For the year ended 31 December 2024
The Group has applied the European Securities and Markets Authority guidelines on alternative performance measures (“APMs”) in
these results. An APM is a financial measure of historical or future finance performance, position or cash flow of the Group which is
not a measure defined or specified in IFRS. Set out below is a summary of the APMs used in this Annual Report.
Many of the APMs included are based on the EPRA Best Practice Recommendations reporting framework, a set of standard
disclosures for the property industry, which aims to improve the transparency, comparability and relevance of published results of
public real estate companies in Europe.
The Group also uses underlying earnings, property portfolio and financial debt ratio APMs. Financial debt ratios are supplementary
ratios which we believe are useful in monitoring the capital structure of the Group. Additionally, loan-to-value and interest cover
are covenants within many of the Group’s borrowing facilities.
APM
Definition of measure
Nearest IFRS measure
Explanation and
reconciliation
2024
2023
Underlying earnings
EPRA earnings adjusted for items not considered part of
the core underlying activities of the Group
Profit for the year
Note 3
£73.0m
£60.4m
2023 pro forma underlying earnings1
Profit for the year
Table 5
N/A
£62.8m
Underlying earnings
per share
Underlying earnings per weighted average number of
ordinary shares
Basic earnings per share
Note 3
4.0p
3.7p
2023 pro forma underlying earnings per weighted average
number of ordinary shares
Basic earnings per share
Table 5
N/A
3.4p
EPRA earnings2
Earnings that reflect the operational performance of
the Group
Profit for the year
Note 3
£75.3m
£67.9m
EPRA earnings
per share2
EPRA earnings per weighted average number of
ordinary shares
Basic earnings per share
Note 3
4.1p
4.1p
EPRA NTA
Net asset value adjusted to include properties at fair value
and exclude items not expected to crystallise in a long-
term investment property business model
Net assets attributable to
shareholders
Note 3
£3,671.1m
£3,479.4m
EPRA NTA per share
EPRA NTA per the diluted number of ordinary shares
Net assets attributable to
shareholders per share
Note 3
200.2p
190.3p
Market value of
property portfolio
Market value of wholly-owned property portfolio
Investment properties
Note 12
£4,973.5m
£4,795.3m
Loan-to-value
Net debt, at nominal value and excluding tenant deposits,
divided by market value of property portfolio
N/A
Note 22
28.2%
31.3%
Interest cover
Underlying gross profit and other income divided by net
underlying finance costs
N/A
Note 22
292.1%
288.4%
Interest cover (excluding
non-underlying
administrative
expenses)
Underlying gross profit and other income less underlying
administrative expenses divided by net underlying
finance costs
N/A
Table 1
223.3%
212.7%
Total accounting return
(“TAR”)
The movement in EPRA NTA per share plus dividends per
share paid during the year
N/A
Table 2
7.0%
5.8%
Total property return
(“TPR”)
Capital growth including gains and losses on disposals,
rent received (less associated costs) and ground rent
N/A
Table 3
7.6%
2.2%
Net debt to EBITDA
Net debt, at nominal value, excluding tenant deposits,
divided by EBITDA
N/A
Table 4
10.9
13.9
Gross debt with
interest rate
protection
Proportion of gross debt with interest rate protection,
including interest on cash deposits
N/A
Note 22
100%
100%
Weighted average
cost of debt – gross
Cost of debt weighted by the drawn balance of
external borrowings
N/A
Financial Review,
page 50
4.0%
4.2%
Weighted average cost
of debt – net
Cost of debt weighted by the drawn and undrawn balance
of external borrowings
N/A
Financial Review,
page 50
3.7%
3.4%
Cash and undrawn
committed facilities
Cash and cash equivalents, excluding tenant deposits, plus
undrawn committed facilities
N/A
Financial Review,
page 50
£559.8m
£485.7m
1. The underlying earnings growth on a pro forma basis is 16.2 per cent.
2. Prior year comparatives have been re-presented based on changes to EPRA earnings following the publication of EPRA Best Practice Recommendations Guidelines in September 2024.
Refer to note 3 ‘Performance measures’ for further details.
Where this report uses like-for-like comparisons, these are defined within the Glossary.
218
Shaftesbury Capital PLC | 2024 Annual Report
1. Interest cover (excluding non-underlying administration expenses)
Interest cover
Note
2024
£m
2023
£m
Finance costs
9
(72.0)
(67.5)
Finance income
8
14.8
15.6
Net finance costs (A)
(57.2)
(51.9)
Gross profit1
4
167.1
147.0
Other income
–
2.7
Administration expenses
5
(42.7)
(83.8)
Less: merger-related transaction and integration costs and non-underlying administration expenses
5
3.3
44.5
Underlying operating profit (B)
127.7
110.4
Interest cover (excluding non-underlying administration expenses) (B/A)
223.3%
212.7%
1. 2023 excludes a £5.1 million charge relating to the alignment of accounting policies on completion of the merger.
2. Total accounting return
Note
2024
2023
Opening EPRA NTA (A)
3
190.3p
182.1p
Closing EPRA NTA
3
200.2p
190.3p
Increase in the year
9.9p
8.2p
Adjusted for:
Dividends per share paid in the current year
11
3.4p
2.3p
Total accounting return (B)
13.3p
10.5p
Total accounting return % (B/A)
7.0%
5.8%
3. Total property return
Note
2024
£m
Gross profit
4
167.1
Gain on revaluation and sale of investment property
6
194.6
Total capital return (A)
361.7
Market value of wholly-owned property portfolio
12
4,973.5
Gain on revaluation and sale of investment property
6
(194.6)
Capital employed (B)
4,778.9
Total property return % (A/B)1
7.6%
1. The prior year total property return of 2.2 per cent was calculated based on pro forma information (obtained from internal management accounts), assuming the all-share merger had
completed at the start of the financial year.
4. Net debt to EBITDA
Note
2024
£m
2023
£m
Underlying gross profit1
4
167.1
147.0
Underlying administration expenses2
5
(39.4)
(39.3)
127.7
107.7
Adjusted for:
Depreciation
0.7
0.4
EBITDA (A)
128.4
108.1
Net debt (B)
19
1,405.0
1,499.1
Net debt to EBITDA (B/A)
10.9
13.9
1. 2023 excludes a £5.1 million charge relating to the alignment of accounting policies on completion of the merger.
2. Underlying administration expenses exclude £3.3 million (31 December 2023: £44.5 million) of merger-related transaction and integration costs and non-underlying
administration expenses.
219
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
Additional information
218
Alternative performance
measures
221
EPRA measures
226
Analysis of property portfolio
227
Historical record
228
Board and advisers
229
Dividends
230
Glossary
234
Greenhouse gas emissions
235
Shareholder information
236
Cautionary statement
Additional information | Alternative performance measures (unaudited)
Alternative performance measures (unaudited) continued
5. 2023 pro forma underlying earnings
Pro forma
2023
£m
Shaftesbury Capital PLC 31 December 20231
57.8
Shaftesbury PLC 1 January 2023 to 5 March 20232
5.0
Pro forma underlying earnings
62.8
Weighted average number of shares (million)3
1,821.7
Underlying earnings per share
3.4p
1. Represents the standalone results of Capital & Counties Properties PLC for the period 1 January to 5 March 2023 and that of the Group for the period 6 March to 31 December 2023,
less the dividend income of £2.6 million received for the shareholding held in Shaftesbury PLC pre-merger.
2. Reflects the underlying earnings for Shaftesbury PLC for the period 1 January to 5 March 2023 obtained from internal management accounts of Shaftesbury PLC.
3. Weighted average number of shares used reflects that the shares issued on completion of the merger had been effective from the beginning of the financial year.
220
Shaftesbury Capital PLC | 2024 Annual Report
EPRA measures (unaudited)
For the year ended 31 December 2024
EPRA Net Reinstatement Value (“EPRA NRV”), EPRA Net Tangible Assets (“EPRA NTA”) and EPRA Net Disposal Value (“EPRA NDV”)
are alternative performance measures that are calculated in accordance with the Best Practices Recommendations of the
European Public Real Estate Association (“EPRA”) to provide a transparent and consistent basis to enable comparison between
European property companies. EPRA NTA is considered to be the most relevant measure for the Group’s operating activity and
is the primary measure of net asset value.
The following is a summary of EPRA performance measures and key Group measures included within this Annual Report.
The measures are defined in the Glossary.
EPRA measure
Definition of measure
Explanation/
reconciliation
2024
2023
EPRA earnings1
Earnings that reflect the operational performance of the Group
Note 3
£75.3m
£67.9m
EPRA earnings per share1
EPRA earnings per weighted average number of ordinary shares
Note 3
4.1p
4.1p
EPRA NTA
Net asset value adjusted to include properties at fair value and exclude items not
expected to crystallise in a long-term investment property business model
Note 3
£3,671.1m
£3,479.4m
EPRA NTA per share
EPRA NTA per diluted number of ordinary shares
Note 3
200.2p
190.3p
EPRA NDV
EPRA NTA amended to include the fair value of financial instruments and debt
Note 3
£3,725.2m
£3,511.7m
EPRA NDV per share
EPRA NDV per diluted number of ordinary shares
Note 3
203.2p
192.0p
EPRA NRV
EPRA NTA amended to include real estate transfer tax
Note 3
£4,004.2
£3,811.6m
EPRA NRV per share
EPRA NRV per diluted number of ordinary shares
Note 3
218.4p
208.4p
EPRA net initial yield
Annualised rental income less non-recoverable costs as a percentage of market
value plus assumed purchaser’s costs
Table 1
3.8%
3.8%
EPRA topped-up initial yield
Net initial yield adjusted for the expiration of rent-free periods
Table 1
4.1%
4.2%
EPRA vacancy
ERV of un-let units (including those under offer) expressed as a percentage of the
ERV of the wholly owned property portfolio excluding units under development
Table 2
3.9%
4.9%
Capital expenditure
Capital expenditure on acquisition and development of investment property portfolio
Table 3
£131.4m
£53.8m
EPRA cost ratio
Total costs as a percentage of gross rental income (including direct vacancy costs)
Table 4
38.9%
65.6%
Total costs as a percentage of gross rental income (excluding direct vacancy costs)
Table 4
34.8%
60.8%
Adjusted Company cost ratio Total adjusted costs as a percentage of adjusted gross rental income (including
direct vacancy costs)
Table 4
37.3%
39.9%
Total adjusted costs as a percentage of adjusted gross rental income (excluding
direct vacancy costs)
Table 4
33.3%
35.2%
EPRA LTV (loan-to-value)
Ratio of adjusted net debt, including net payables, to the sum of the net assets,
including net receivables, of the Group, its subsidiaries, joint ventures and
associates, all on a proportionate basis, expressed as a percentage
Table 5
27.4%
30.9%
Like-for-like rental growth
Rental income for properties which have been owned throughout both years without
significant capital expenditure in either year, so income can be compared on a like-
for-like basis
Table 6
5.7%
13.2%
1. Prior year comparatives have been re-presented based on changes to EPRA earnings following the publication of EPRA Best Practice Recommendations Guidelines in September 2024.
Refer to note 3 ‘Performance measures’ for further details.
221
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
Additional information
218
Alternative performance
measures
221
EPRA measures
226
Analysis of property portfolio
227
Historical record
228
Board and advisers
229
Dividends
230
Glossary
234
Greenhouse gas emissions
235
Shareholder information
236
Cautionary statement
Additional information | EPRA measures (unaudited)
EPRA measures (unaudited) continued
1. EPRA net initial yield and EPRA ‘topped-up’ net initial yield
Note
2024
£m
2023
£m
Investment property – wholly owned
12
4,973.5
4,795.3
Investment property – share of joint ventures and associates
43.7
182.2
Trading property (including share of joint ventures)
21.6
41.8
Less: developments
(228.0)
(284.1)
Completed property portfolio
4,810.8
4,735.2
Allowance for estimated purchasers’ costs
333.1
316.8
Gross up completed property portfolio valuation (A)
5,143.9
5,052.0
Annualised cash passing rental income
204.7
202.7
Property outgoings
(6.9)
(10.6)
Annualised net rents (B)
197.8
192.1
Add: notional rent expiration of rent periods or other lease incentives
14.9
18.2
Topped-up net annualised rent (C)
212.7
210.3
EPRA net initial yield (B/A)
3.8%
3.8%
EPRA ‘topped-up’ net initial yield (C/A)
4.1%
4.2%
The EPRA net initial yield and EPRA ‘topped-up’ net initial yield are calculated based on EPRA guidelines and include the wholly-
owned property portfolio and the Group’s share of Lillie Square and Longmartin (the latter applicable only up until the point of
disposal in October 2024).
2. EPRA vacancy rate
2024
£m
2023
£m
Estimated rental value of vacant space
9.3
10.9
Estimated rental value of the portfolio less refurbishment estimated rental value
237.1
223.0
EPRA vacancy rate
3.9%
4.9%
EPRA vacancy rate includes units under offer, net of which vacancy relating to units available to let is 2.6 per cent (31 December 2023:
2.1 per cent). Investment properties held within the joint venture at Lillie Square totalling £43.7 million (the Group’s share) (31
December 2023: £182.2 million (the Group’s share of Lillie Square and Longmartin)) is not included in the vacancy rate above.
3. Property related capital expenditure
2024
20231
Group
(excluding joint
ventures and
associates)
£m
Joint ventures
and associates
£m
Total Group
£m
Group
(excluding joint
ventures and
associates)
£m
Joint ventures
and associates
£m
Total Group
£m
Acquisitions
84.9
–
84.9
17.4
–
17.4
Development
–
0.2
0.2
–
0.8
0.8
Investment property
–
–
–
Incremental lettable space
2.0
–
2.0
5.1
–
5.1
No incremental lettable space
38.3
0.8
39.1
28.5
0.5
29.0
Tenant lease incentives
2.8
–
2.8
1.5
0.3
1.8
Capitalised interest
–
–
–
–
–
–
Total CapEx
128.0
1.0
129.0
52.5
1.6
54.1
Conversion from accrual to cash basis
2.4
–
2.4
(1.3)
1.0
(0.3)
Total CapEx on cash basis
130.4
1.0
131.4
51.2
2.6
53.8
1. The property related capital expenditure represents the standalone performance of Capco for the period to 6 March 2023 and that of the combined Group from that date to 31
December 2023.
Further detail on the capital expenditure and acquisitions incurred in the year can be found in the Portfolio and operating review on
pages 32 to 43.
222
Shaftesbury Capital PLC | 2024 Annual Report
4. EPRA cost ratio
2024
£m
2023
£m
Administrative expenses1
42.7
83.8
Total property outgoings
56.1
51.2
Provision for expected credit loss
3.9
2.0
Less: Service charge expense
(22.1)
(19.3)
Management fee
(0.1)
(0.1)
Share of joint ventures and associates expenses
2.9
3.5
Exclude:
Ground rent cost
(0.4)
(0.8)
EPRA costs (including direct vacancy costs) (A)
83.0
120.3
Direct vacancy costs
(8.6)
(8.9)
EPRA costs (excluding direct vacancy costs) (B)
74.4
111.4
Gross rental income less ground rent costs
226.7
194.3
Less: Service charge income
(22.1)
(19.3)
Share of joint ventures and associates property income
8.8
8.3
Adjusted gross rental income (C)
213.4
183.3
EPRA cost ratio (including direct vacancy costs) (A/C)
38.9%
65.6%
EPRA cost ratio (excluding direct vacancy costs) (B/C)
34.9%
60.8%
Company specific adjustments2:
Non-underlying administrative expenses
(3.3)
(44.5)
Impact of change in accounting policy on property outgoings
–
(1.0)
Company specific adjustments for costs (D)
(3.3)
(45.5)
Adjusted Company cost (including direct vacancy costs) (E = A+D)
79.7
74.8
Adjusted Company cost (excluding direct vacancy costs) (F = B+D)
71.1
65.9
Impact of change in accounting policy on rental income
–
4.1
Adjusted Company gross rental income (G)
213.4
187.4
Adjusted Company cost ratio (including direct vacancy costs) (E/G)
37.3%
39.9%
Adjusted Company cost ratio (excluding direct vacancy costs) (F/G)
33.3%
35.2%
1. £0.7 million (31 December 2023: £0.3 million) of administrative expenses were capitalised during the year. These capitalised costs mainly relate to employee costs as it is the Group’s
policy to capitalise directly attributable overheads and operating expenses to assets under refurbishment or development.
2. Company specific adjustments relates to non-underlying administrative expenses and do not represent the recurring, underlying performance of the Group. Details of non-underlying
expenses are set out in note 5 ‘Administration expenses’. The prior year Company specific adjustments include an adjustment relating to the alignment of accounting policies on
completion of the merger. £4.1 million of the adjustment was recognised through the straight-lining of tenant lease incentives and £1.0 million in property expenses.
223
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
Additional information
218
Alternative performance
measures
221
EPRA measures
226
Analysis of property portfolio
227
Historical record
228
Board and advisers
229
Dividends
230
Glossary
234
Greenhouse gas emissions
235
Shareholder information
236
Cautionary statement
Additional information | EPRA measures (unaudited)
EPRA measures (unaudited) continued
5. EPRA LTV
2024
Group
£m
Share of joint
ventures
£m
Total
£m
Borrowings from financial institutions
(1,239.8)
–
(1,239.8)
Exchangeable bond
(275.0)
–
(275.0)
Exclude:
Cash and cash equivalents1
124.0
4.9
128.9
EPRA net debt (B)
(1,390.8)
4.9
(1,385.9)
Investment properties at fair value
4,943.6
43.7
4,987.3
Owner-occupied property at fair value
20.1
–
20.1
Investment property held for sale
9.8
–
9.8
Properties under development
–
21.6
21.6
Net receivables
85.5
(61.5)
24.0
Total property value (A)
5,059.0
3.8
5,062.8
EPRA LTV (B/A)
27.4%
1. Includes tenant deposits of £14.2 million held as security against tenant rent payments which are subject to certain restrictions and therefore not available for general use by the Group.
2023
Group
£m
Share of joint
ventures and
associates
£m
Total
£m
Borrowings from financial institutions
(1,409.8)
(60.0)
(1,469.8)
Exchangeable bond
(275.0)
–
(275.0)
Net payables
62.6
(80.4)
(17.8)
Exclude:
Cash and cash equivalents1
200.2
9.9
210.1
EPRA net debt (B)
(1,422.0)
(130.5)
(1,552.5)
Investment properties at fair value
4,775.1
182.2
4,957.3
Owner-occupied property at fair value
20.2
–
20.2
Properties under development
–
41.8
41.8
Total property value (A)
4,795.3
224.0
5,019.3
EPRA LTV (B/A)
30.9%
1. Includes tenant deposits of £14.5 million held as security against tenant rent payments which are subject to certain restrictions and therefore not available for general use by the Group.
224
Shaftesbury Capital PLC | 2024 Annual Report
6. Like-for-like rental growth
The like-for-like rental growth presented represents 100 per cent of the wholly owned property portfolio, where all assets are
located in the West End of London.
The like-for-like rental growth compares the growth of rental income of property which has been owned throughout both years
without significant capital expenditure in either year.
2024
£m
Pro forma
2023
£m
Rental income in current year
205.0
196.5
Adjusted for impact of:
Acquisitions
(2.8)
(0.4)
Disposals
(2.9)
(4.1)
Change in accounting policy1
–
4.1
Like-for-like rental income in current year (A)
199.3
196.1
Rental income in previous year
196.5
178.2
Adjusted for impact of:
Acquisitions
–
(0.1)
Disposals
(12.1)
(4.8)
Change in accounting policy1
4.1
–
Like-for-like rental income in prior year (B)
188.5
173.3
Like-for-like growth in rental income ((A-B)/B)
5.7%
13.2%
1. There was a £4.1 million reduction to 2023 straight-lining of tenant lease incentives as a result of the alignment of accounting policies following the merger.
Rental income for the year ended 31 December 2023 used within the like-for-like rental growth calculation above, has been
determined based on pro forma information. The table below summarises the pro forma information.
Shaftesbury
Capital PLC
31 December
20231
£m
Shaftesbury
PLC
1 January
2023 to 5
March 20232
£m
Pro forma
2023
£m
Rent receivable
171.9
21.2
193.1
Straight-lining of tenant lease incentives
3.9
(0.5)
3.4
Rental income
175.8
20.7
196.5
1. As reported in note 4 ‘Gross profit’. Represents the standalone results of Capital & Counties Properties PLC for the period 1 January to 5 March 2023 and that of the Group from 6
March to 31 December 2023.
2. Reflects the rental income for Shaftesbury PLC for the period 1 January to 5 March 2023 obtained from internal management accounts of Shaftesbury PLC. The amounts have not
been adjusted for accounting policy alignments or fair value adjustments.
225
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
Additional information
218
Alternative performance
measures
221
EPRA measures
226
Analysis of property portfolio
227
Historical record
228
Board and advisers
229
Dividends
230
Glossary
234
Greenhouse gas emissions
235
Shareholder information
236
Cautionary statement
Additional information
Analysis of property portfolio
(unaudited)
For the year ended 31 December 2024
Wholly-owned portfolio valuation by use
31 December 2024
Retail
Food &
beverage
Offices
Commercial
Residential
Wholly-owned
portfolio
Valuation (£m)1
1,784.2
1,664.8
877.9
4,326.9
644.7
4,971.6
Valuation (%)
36%
33%
18%
87%
13%
100%
L-f-L valuation movement (FY 2024)
+7.5%
+4.7%
+3.1%
+5.5%
–1.6%
+4.5%
L-f-L valuation movement (H2 2024)
+6.5%
+2.2%
+1.2%
+3.7%
–1.0%
+3.1%
Annualised gross income (£m)
73.2
73.0
33.6
179.8
23.0
202.8
Annualised gross income (%)
36%
36%
17%
89%
11%
100%
L-f-L annualised gross income (FY 2024)
+9.1%
+4.2%
+18.3%
+8.6%
+3.9%
+8.0%
L-f-L annualised gross income (H2 2024)
+5.3%
–
+12.0%
+4.2%
+2.9%
+4.1%
ERV (£m)
90.2
85.0
50.5
225.7
24.9
250.6
ERV (%)
36%
34%
20%
90%
10%
100%
L-f-L ERV movement (FY 2024)
+11.2%
+7.2%
+6.1%
+8.4%
+1.4%
+7.7%
L-f-L ERV movement (H2 2024)
+8.8%
+3.4%
+1.5%
+5.0%
+1.6%
+4.7%
ERV psf (£)
126
91
79
98
60
92
Net initial yield
3.8%
4.0%
3.3%
3.8%
2.9%
3.6%
Topped-up net initial yield
4.0%
4.3%
3.8%
4.1%
N/A
3.9%
Equivalent yield
4.5%
4.7%
4.9%
4.6%
3.1%
4.4%
WAULT (years)
3.0
8.1
2.7
4.8
1.1
4.4
Floor area (sq ft m)2
0.7
1.0
0.6
2.3
0.4
2.7
Unit count2
415
394
404
1,213
656
1,869
1. Excludes £1.9 million of Group properties primarily held in Lillie Square LP Limited (a wholly-owned subsidiary).
2. Excludes long-leasehold residential interests.
Wholly-owned portfolio valuation by location
31 December 2024
Covent Garden Carnaby | Soho
Chinatown
Fitzrovia
Wholly-owned
portfolio
Valuation (£m)1
2,652.7
1,597.1
716.3
5.5
4,971.6
Valuation (%)
53%
32%
15%
–
100%
L-f-L valuation movement (FY 2024)
+3.7%
+6.4%
+3.7%
–7.1%
+4.5%
L-f-L valuation movement (H2 2024)
+2.8%
+4.3%
+2.0%
–6.1%
+3.1%
Annualised gross income (£m)
104.3
66.2
32.0
0.3
202.8
Annualised gross income (%)
51%
33%
16%
–
100%
L-f-L annualised gross income (FY 2024)
+7.2%
+12.1%
+2.8%
–5.3%
8.0%
L-f-L annualised gross income (H2 2024)
+2.7%
+8.4%
+0.4%
–0.6%
+4.1%
ERV (£m)
134.0
81.9
34.4
0.3
250.6
ERV (%)
53%
33%
14%
–
100%
L-f-L ERV movement (FY 2024)
+9.1%
+7.1%
+4.1%
–
+7.7%
L-f-L ERV movement (H2 2024)
+5.5%
+4.5%
+2.0%
–
+4.7%
ERV psf (£)
96
92
81
58
92
Net initial yield
3.6%
3.6%
4.0%
5.0%
3.6%
Topped-up net initial yield
3.8%
4.0%
4.1%
5.0%
3.9%
Equivalent yield
4.5%
4.5%
4.3%
4.4%
4.4%
WAULT (years)
4.4
4.0
5.6
6.1
4.4
Floor area (sq ft m)2
1.4
0.9
0.4
–
2.7
Unit count2
853
660
350
6
1,869
1. Excludes £1.9 million of Group properties primarily held in Lillie Square LP Limited (a wholly-owned subsidiary).
2. Excludes long-leasehold residential interests.
226
Shaftesbury Capital PLC | 2024 Annual Report
Historical record (unaudited)
For the year ended 31 December 2024
Continuing and discontinued operations
Consolidated income statement
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Gross profit
167.1
141.9
57.3
52.0
24.7
Other income/(costs)
0.1
2.7
13.5
2.7
(0.5)
Gain/(loss) on revaluation and sale of investment property
194.6
(65.0)
(0.8)
(15.8)
(693.3)
Change in value of investments and other receivables
(7.0)
(12.5)
(7.9)
-
–
Revaluation of equity investment
–
52.0
(239.5)
44.6
50.9
Non-recurring costs
(3.3)
(44.5)
(14.6)
(68.6)
(1.4)
Administration expenses
(39.4)
(39.3)
(26.0)
(22.7)
(31.5)
Operating profit/(loss)
312.1
35.3
(218.0)
(7.8)
(651.1)
Net finance (costs)/income
(60.2)
(90.4)
12.2
(44.4)
(29.7)
Profit/(loss) after finance costs
251.9
(55.1)
(205.8)
(52.2)
(680.8)
Profit/(loss) on disposal and IFRS 5 impairment of discontinued operation
–
–
–
–
1.0
Gain on bargain purchase
–
805.5
–
–
–
Loss on sale of associate
(4.0)
–
–
–
–
Profit from joint ventures and associates
4.5
0.2
–
–
–
Profit/(loss) before tax
252.4
750.6
(205.8)
(52.2)
(679.8)
Taxation
(0.3)
(0.2)
(6.0)
(0.7)
1.0
Profit/(loss) for the year
252.1
750.4
(211.8)
(52.9)
(678.8)
Consolidated balance sheet
Investment property
4,899.1
4,740.2
1,715.1
1,705.6
1,795.8
Other non-current assets
156.1
224.9
485.4
713.3
681.5
Cash and cash equivalents
124.0
200.2
129.9
331.1
365.1
Other current assets
42.9
51.0
20.8
48.9
65.7
Assets held for sale
9.8
–
–
–
–
Total assets
5,231.9
5,216.3
2,351.2
2,798.9
2,908.1
Non-current borrowings
(1,470.5)
(1,534.8)
(738.3)
(934.9)
(1,070.7)
Other non-current liabilities
(1.8)
(9.9)
(8.7)
(37.5)
(30.8)
Current borrowings
(0.3)
(94.9)
–
–
–
Other current liabilities
(85.0)
(96.5)
(42.6)
(39.7)
(46.9)
Total liabilities
(1,557.6)
(1,736.1)
(789.6)
(1,012.1)
(1,148.4)
Net assets
3,674.3
3,480.2
1,561.6
1,786.8
1,759.7
Per share information
Pence
Pence
Pence
Pence
Pence
Basic earnings/(loss) per share
13.8
45.5
(24.9)
4.1
(82.6)
Underlying earnings/(loss) per share1
4.0
3.7
2.2
0.1
(0.7)
Basic net assets per share
200.4
190.3
183.2
209.7
210.4
EPRA NTA per share
200.2
190.3
182.1
213.0
212.1
Dividend per share
3.50
3.15
2.50
1.50
–
1. Underlying earnings for the year ended 31 December 2024 is £73.0 million (31 December 2023: £60.4 million).
227
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
Additional information
218
Alternative performance
measures
221
EPRA measures
226
Analysis of property portfolio
227
Historical record
228
Board and advisers
229
Dividends
230
Glossary
234
Greenhouse gas emissions
235
Shareholder information
236
Cautionary statement
Additional information
Board and advisers
Chairman
Jonathan Nicholls
Executive Directors
Ian Hawksworth, Chief Executive
Situl Jobanputra, Chief Financial Officer
Non-executive Directors
Richard Akers
Ruth Anderson
Madeleine Cosgrave
Sian Westerman
Company Secretary
Ruth Pavey
General Counsel
Alison Fisher
Registered office
Regal House
14 James Street
London
WC2E 8BU
Telephone: +44 (0) 20 3214 9150
Registered number
7145051
Websites
www.shaftesburycapital.com
www.carnaby.co.uk
www.chinatown.co.uk
www.coventgarden.london
www.thisissoho.co.uk
Independent auditor
PricewaterhouseCoopers LLP
Solicitors
Herbert Smith Freehills LLP
Financial adviser
Rothschild & Co.
Corporate brokers
Jefferies International Limited
Peel Hunt LLP
UBS AG London Branch
South Africa sponsor
Java Capital Trustees and Sponsors Proprietary Limited
228
Shaftesbury Capital PLC | 2024 Annual Report
Dividends
The Directors of Shaftesbury Capital PLC have proposed
a final cash dividend of 1.8 pence per ordinary share
(ISIN GB00B62G9D36) payable on Friday, 30 May 2025.
Dates
The following are the salient dates for the payment of the
proposed 2024 final cash dividend:
Proposed 2024 final dividend announced
Thursday, 27 February 2025
Sterling/Rand exchange rate struck
Wednesday, 9 April 2025
Sterling/Rand exchange rate and dividend
amount in Rand announced by 11.00 am
(South African time)
Thursday, 10 April 2025
Last day to trade cum-dividend*
Tuesday, 22 April 2025
Ordinary shares listed ex-dividend on the
Johannesburg Stock Exchange
Wednesday, 23 April 2025
Ordinary shares listed ex-dividend on the
London Stock Exchange
Thursday, 24 April 2025
Record date for the 2024 final dividend in
UK and South Africa
Friday, 25 April 2025
Deadline for submission of declaration of
eligibility to receive gross PID payment to
UK registrar
Friday, 25 April 2025 (COB)
Annual General Meeting
Thursday, 22 May 2025
Dividend payment date for shareholders
Friday, 30 May 2025
The proposed 2024 final cash dividend is subject to approval
at the Company’s Annual General Meeting, to be held on
Thursday, 22 May 2025.
*South African shareholders should note that, in accordance
with the requirements of Strate, the last day to trade cum-dividend
on the Johannesburg Stock Exchange will be Tuesday, 22 April
2025. No dematerialisation or rematerialisation of shares will
be possible from Wednesday, 23 April 2025 to Friday, 25 April
2025 inclusive. No transfers between the UK and South African
registers may take place from close of business on Thursday,
10 April 2025 to Friday, 25 April 2025 inclusive.
The above dates are proposed and subject to change.
The proposed 2024 final cash dividend will be paid wholly as a
Property Income Distribution (“PID”). There will be no non-PID
(ordinary dividend) element of the final cash dividend. As such,
the entire final cash dividend will be subject to a deduction of
a 20 per cent UK withholding tax unless exemptions apply.
Information for shareholders
The information below is included only as a general guide
to taxation for shareholders based on Shaftesbury Capital’s
understanding of the law and the practice currently in force.
Any shareholder who is in any doubt as to their tax position
should seek independent professional advice.
UK shareholders
The proposed 2024 final cash dividend will be paid wholly as
a PID. Certain categories of shareholders may be eligible for
exemption from the 20 per cent UK withholding tax and may
register to receive their dividends on a gross basis. Further
information, including the required forms, is available from
the ‘Investor Information’ section of the Company’s website
(https://www.shaftesburycapital.com/en/investors/investor-
information.html), or on request from the Company’s UK
registrar, MUFG Corporate Markets. Validly completed forms
must be received by MUFG Corporate Markets no later than
the dividend record date, as advised; otherwise the dividend
will be paid after deduction of tax.
There will be no non-PID element of the final cash dividend.
South African shareholders
The proposed 2024 final cash dividend proposed by the
Company is a foreign payment and the funds are sourced
from the UK.
PID: The proposed 2024 final cash dividend will be paid wholly
as a PID and a 20 per cent UK withholding tax is applicable to
a PID. As such, South African shareholders may apply to HMRC
after payment of the proposed 2024 final cash dividend for
a refund of the difference between the 20 per cent UK
withholding tax and the UK/South African double taxation
treaty rate of 15 per cent.
The proposed 2024 final cash dividend will be exempt
from income tax but will constitute a dividend for Dividends
Tax purposes, as it will be declared in respect of a share listed
on the exchange operated by the JSE. SA Dividends Tax will
therefore be withheld from the proposed 2024 final cash
dividend at a rate of 20 per cent, unless a shareholder
qualifies for an exemption and the prescribed requirements
for effecting the exemption are in place by the requisite date.
Certain shareholders may also qualify for a reduction of SA
Dividends Tax liability to 5 per cent (being the difference
between the SA dividends tax rate and the effective UK
withholding tax rate of 15 per cent) if the prescribed
requirements for effecting the reduction are in place
by the requisite date.
Non-PID: There will be no non-PID element of the proposed
2024 final cash dividend.
Other overseas shareholders
Other non-UK shareholders may be able to make claims for
a refund of UK withholding tax deducted pursuant to the
application of a relevant double taxation convention. UK
withholding tax refunds can only be claimed from HMRC,
the UK tax authority.
Additional information on PIDs and ordinary dividends
(non-PIDs) can be found at
https://www.shaftesburycapital.com/en/investors/investor-
information/reit.html
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Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
Additional information
218
Alternative performance
measures
221
EPRA measures
226
Analysis of property portfolio
227
Historical record
228
Board and advisers
229
Dividends
230
Glossary
234
Greenhouse gas emissions
235
Shareholder information
236
Cautionary statement
Additional information
Glossary
Annualised gross income
Total annualised actual and “estimated income” from leases
at a valuation date. It includes sundry non-leased income
and estimated turnover related rents. No rent is attributed
to leases which were subject to rent free periods at that date.
It does not reflect any head rents and estimated irrecoverable
outgoings at the valuation date. “Estimated income” refers
to gross ERVs in respect of rent reviews outstanding at the
valuation date and, where appropriate, ERV in respect of
lease renewals outstanding at the valuation date where
the fair value reflects terms for a renewed lease.
APM (Alternative Performance Measure)
A financial measure of historical or future financial performance,
position or cash flows of the Group which is not a measure
defined or specified in IFRS.
BREEAM
Building Research Establishment Environmental Assessment
Method is a method of assessing, rating and certifying
sustainability of buildings.
Capco
Capco represents Shaftesbury Capital PLC, formerly Capital &
Counties Properties PLC, (also referred to as “the Company”)
and all its subsidiaries and group undertakings, collectively
referred to as “the Group”.
Cash and undrawn committed facilities
Cash and cash equivalents, excluding tenant deposits, plus
undrawn committed facilities.
Category A (Cat A)
A Category A (Cat A) office refurbishment refers to the
basic fit-out of an office space, typically including essential
infrastructure such as raised floors, suspended ceilings,
lighting, air conditioning, and basic fire and safety systems.
This level of refurbishment prepares the space for tenant
occupation but does not include interior design elements,
partitions, or bespoke fittings.
CDP
CDP Worldwide, a global not-for-profit sustainability disclosure
system. Shaftesbury Capital participates in the CDP Climate
Change Programme, which measures progress on climate
change disclosure.
Contracted income
Includes rent frees and contracted rent increases.
CRREM
Carbon Risk Real Estate Monitor. The leading global standard
and initiative for operational decarbonisation of real
estate assets.
EBITDA
EBITDA represents underlying earnings before interest, tax,
depreciation and amortisation.
Embodied Carbon
The total carbon emissions generated during the creation
or refurbishment of a product. Including the extraction,
manufacture, transportation, processing, assembly,
replacement and deconstruction of the materials required
to create or refurbish the product.
EPC
Energy Performance Certificate.
EPRA
European Public Real Estate Association, the publisher of
Best Practice Recommendations intended to make financial
statements of public real estate companies in Europe clearer,
more transparent and comparable.
EPRA cost ratio (including direct vacancy costs)
EPRA cost ratio (including direct vacancy costs) is a
proportionally consolidated measure of the ratio of net
overheads and operating expenses against gross rental
income (with both amounts excluding ground rents payable).
Net overheads and operating expenses relate to all
administrative and operating expenses, net of any service
fees, recharges or other income specifically intended to
cover overhead and property expenses.
EPRA cost ratio (excluding direct vacancy costs)
EPRA cost ratio (excluding direct vacancy costs) is the ratio
defined above, but with direct vacancy costs removed from
the net overheads and operating expenses balance.
EPRA earnings per share
Profit or loss for the year excluding valuation movements on
the wholly-owned, joint venture and associate properties, fair
value changes of financial instruments and listed investments,
cost of early close out of debt, gain on bargain purchase, IFRS
3 merger-related transaction costs, and items that are unusual
in nature and unlikely to reoccur in the foreseeable future,
divided by the weighted average number of shares in issue
during the year.
EPRA LTV (loan-to-value)
Ratio of net debt, including net payables, to the sum of the net
assets, including net receivables, of the Group, its subsidiaries
and joint ventures and associates, all on a proportionally
consolidated basis, expressed as a percentage. The calculation
includes trading properties at fair value and debt at nominal value.
EPRA NDV (net disposal value) per share
The net assets as at the end of the year including the excess of
the fair value of trading property over its cost, revaluation of
other non-current investments and the adjustment required
to reflect fixed interest rate debt at fair value, divided by the
diluted number of ordinary shares.
EPRA net initial yield
Annualised net rent (after deduction of revenue costs such
as head rent, running void, service charge after shortfalls
and empty rates) on investment and trading property
expressed as a percentage of the gross market value
before deduction of theoretical acquisition costs, all on
a proportionally consolidated basis.
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Shaftesbury Capital PLC | 2024 Annual Report
EPRA NTA (net tangible assets) per share
The net assets as at the end of the year including the excess of
the fair value of trading property over its cost and revaluation
of other non-current investments, excluding the fair value
of financial instruments and deferred tax on revaluations,
divided by the diluted number of ordinary shares.
EPRA NRV (net reinstatement value) per share
The net assets as at the end of the year including the excess of
the fair value of trading property over its cost and excluding
the fair value of financial instruments, deferred tax on
revaluations plus a gross up adjustment for related costs such
as Real Estate Transfer Tax, divided by the diluted number of
ordinary shares.
EPRA sBPR
European Public Real Estate Association Sustainability
Best Practice Recommendations for Reporting, a guidance
framework for reporting environmental performance.
The Group publishes details of its environmental
performance in line with the EPRA sBPR.
EPRA topped-up initial yield
EPRA net initial yield adjusted for the expiration of
rent free periods.
EPRA vacancy
ERV of un-let units, including those under offer, expressed as a
percentage of the ERV of the wholly-owned property portfolio
excluding units under development.
ERV (Estimated rental value)
The external valuers’ estimate of the open market rent which,
on the date of valuation, could reasonably be expected to be
obtained on a new letting or rent review of the property.
ESC
Environment, Sustainability and Community.
F&B (Food & beverage)
A sector within the portfolio which includes establishments
primarily engaged in the preparation and sale of food and
beverages. This encompasses a diverse range of customers
including restaurants, cafés, bars, pubs and other
hospitality venues.
FTSE 350 Real Estate Index
London Stock Exchange index derived from real estate
companies in the FTSE 100 and FTSE 250 indices.
FTSE4GOOD
FTSE4GOOD Index Series, hosted by FTSE Russell, a
sustainability index in which Shaftesbury Capital participates.
FRC
Financial Reporting Council.
FRS 101
Financial Reporting Standard 101 ‘Reduced Disclosure Framework’.
GRESB
The Global Real Estate Sustainability Benchmark, a
sustainability index. Shaftesbury Capital participates in
the GRESB Real Estate Assessment.
Gross income
The Group’s share of passing rent plus sundry non-leased income.
Headline earnings
Headline earnings per share is calculated in accordance
with Circular 1/2023 issued by the South African Institute
of Chartered Accountants (“SAICA”), a requirement of the
Group’s JSE listing. This measure is not a requirement of IFRS.
IFRS
United Kingdom-adopted international accounting standards.
ISO
International Organisation for Standardisation.
KPI
Key Performance Indicators.
LETI
The London Energy Transformation Initiative, a network of
built environment professionals working to put London on
the path to Net Zero Carbon.
Like-for-like property
Property which has been owned throughout both years
without significant capital expenditure in either year, so
income can be compared on a like-for-like basis. For the
purposes of comparison of capital values, this will also include
assets owned at the previous balance sheet date but not
necessarily throughout the prior year.
LTV (loan to value)
LTV is calculated on the basis of net debt divided by the
market value of the wholly-owned property portfolio.
Longmartin
The Longmartin associate was a 50 per cent investment
arrangement between Shaftesbury Capital and The Mercers’
Company. The Group disposed of its share in Longmartin
during the year.
LSJV
The Lillie Square joint venture is a 50 per cent joint venture
between the Group and Kwok Family Interests (KFI).
MSCI
Producer of an independent benchmark of property returns.
NAV
Net Asset Value.
Net debt
Total borrowings, at nominal value, less cash and cash
equivalents, excluding tenant deposits.
Net initial yield
The net initial income at the valuation date expressed as a
percentage of the gross valuation. Yields reflect net income
after deduction of any ground rents, head rents and rent
charges and estimated irrecoverable outgoings at the
valuation date.
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Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
Additional information
218
Alternative performance
measures
221
EPRA measures
226
Analysis of property portfolio
227
Historical record
228
Board and advisers
229
Dividends
230
Glossary
234
Greenhouse gas emissions
235
Shareholder information
236
Cautionary statement
Additional information | Glossary
Nominal equivalent yield
Effective annual yield to a purchaser on the gross market
value, assuming rent is receivable annually in arrears, and that
the property becomes fully occupied and that all rents revert
to the current market level (ERV) at the next review date or
lease expiry.
Occupancy rate
The ERV of let and under offer units expressed as a
percentage of the ERV of let and under offer units plus ERV
of un-let units, excluding units under development. This is
equivalent to 100 per cent less the EPRA vacancy rate.
Passing rent
Contracted annual rents receivable at the balance sheet date.
This takes no account of accounting adjustments made in
respect of rent free periods or tenant lease incentives, the
reclassification of certain lease payments as finance charges
or any irrecoverable costs and expenses, and does not
include excess turnover rent, additional rent in respect
of unsettled rent reviews or sundry income.
PID (Property Income Distributions)
Distribution under the REIT regime that constitutes at least
90 per cent of the Group’s taxable income profits arising from
its qualifying property rental business, by way of dividend.
PIDs can be subject to withholding tax at 20 per cent. If the
Group distributes profits from its non-qualifying business,
the distribution will be taxed as an ordinary dividend in the
hands of the investors.
Private placement loan notes interest cover
Interest cover is calculated based on net rental income, less
an administration adjustment of £5.0 million, divided by net
finance costs.
Private placement loan notes LTV
LTV is calculated on the basis of net debt divided by the
market value of wholly owned property portfolio. This
measure is consistent with the LTV ratio disclosed in
‘Alternative performance measures’ table.
PSP
Performance Share Plan.
REIT (Real Estate Investment Trust)
A REIT is exempt from corporation tax on income and gains
of its property rental business (qualifying activities) provided
a number of conditions are met. It remains subject to
corporation tax on non-exempt income and gains (non-
qualifying activities) which would include any trading activity,
interest income and development and management fee income.
RETT (Real Estate Transfer Tax)
Purchasers’ cost as included within the independent valuation
of investment and trading properties.
Reversionary potential
The amount by which ERV exceeds annualised gross income,
measured at a valuation date.
RICS
Royal Institution of Chartered Surveyors.
SBTi
Science Based Target initiative.
S&P Global Corporate Sustainability Assessment
A sustainability index of Standard & Poor Global to which
Shaftesbury Capital submits information.
Section 106
Section 106 of the Town and Country Planning Act 1990,
pursuant to which the relevant planning authority can impose
planning obligations on a developer to secure contributions to
services, infrastructure and amenities in order to support and
facilitate a proposed development.
Secured loans interest cover
Interest cover is calculated based on net rental income of the
company which holds the loan divided by net finance costs
associated with the secured loan.
Secured loans LTV
LTV is calculated on the basis of the secured loan balance
outstanding divided by the market value of specified
properties.
Shaftesbury Capital
Shaftesbury Capital represents Shaftesbury Capital PLC (also
referred to as “the Company”), and all its subsidiaries and
Group undertakings, collectively referred to as “the Group”.
Sterling Overnight Interbank Average Rate (SONIA)
The average overnight Sterling risk-free interest rate, set in
arrears, paid by banks for unsecured transactions.
TAR (Total Accounting Return)
The movement in EPRA NTA per share plus dividends per
share paid during the year.
TCFD (Task Force on Climate-Related Financial Disclosure)
The TCFD developed a framework to help companies more
effectively disclose climate-related risks and opportunities
through existing reporting processes.
Tenant lease incentives
Any incentives offered to customers to enter into a lease.
Typically incentives are in the form of an initial rent free period
and/or a cash contribution to fit-out the premises. Under IFRS
the value of incentives granted to customers is amortised
through the consolidated income statement on a straight-line
basis to the earlier of break or lease expiry.
TOMs
Themes, Outcomes and Measures system.
TPR (Total Property Return)
Capital growth including gains and losses on disposals plus
rent received less associated costs, including ground rent.
TSR (Total Shareholder Return)
The movement in the price of an ordinary share plus dividends
paid during the year assuming re-investment in ordinary shares.
Underlying earnings
EPRA earnings adjusted for the non-core property rental
income business. The Lillie Square joint venture is not
considered part of the core underlying business of the Group
and therefore its results are excluded from EPRA earnings to
derive underlying earnings.
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Shaftesbury Capital PLC | 2024 Annual Report
Underlying earnings per share (EPS)
Underlying earnings divided by the weighted average number
of shares in issue during the year.
Unsecured term & revolving loan facilities interest cover
Interest cover is calculated based on net rental income
divided by net finance costs.
Unsecured term & revolving loan facilities LTV
LTV is calculated on the basis of net debt divided by the
market value of wholly-owned property portfolio. This
measure is consistent with the LTV ratio disclosed in
‘Alternative performance measures’ table.
Valuation growth/decline
The valuation movement and realised surpluses or deficits
arising from the Group’s investment property portfolio
expressed as a percentage return on the valuation at the
beginning of the period adjusted for acquisitions, disposals
and capital expenditure. When measured on a like-for-like
basis, the calculation excludes those properties acquired or
sold during the period.
WAULT (Weighted average unexpired lease term)
The unexpired lease term to the earlier of break or lease
expiry weighted by passing rent for each lease.
Whole Life Carbon
The total embodied and operational emissions that occur over
the lifetime of a building, including the carbon associated with
decommissioning at end of life.
Zone A
A means of analysing and comparing the rental value of retail
space by dividing it in to zones parallel with the main frontage.
The most valuable zone, Zone A, falls within a 6 metre depth
of the shop frontage. Each successive zone is valued at half
the rate of the zone in front of it. The blend is referred to as
being ‘ITZA’ (“In Terms of Zone A”).
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Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
Additional information
218
Alternative performance
measures
221
EPRA measures
226
Analysis of property portfolio
227
Historical record
228
Board and advisers
229
Dividends
230
Glossary
234
Greenhouse gas emissions
235
Shareholder information
236
Cautionary statement
Additional information
Greenhouse Gas emissions
Greenhouse Gas emissions methodology 2024
Shaftesbury Capital monitors and reports its greenhouse
gas emissions (“GHG”) and operational energy consumption in
compliance with the requirements of the Companies Act 2006
(Strategic Report and Directors Report) Regulations 2013 and
the extension of these regulations to include the Streamlined
Energy and Carbon Reporting (“SECR”) regulations.
Our Scope 1, 2 and 3 emissions statements cover the reporting
period 1 January 2024 to 31 December 2024 and are detailed
on pages 94 and 95.
The GHG emissions data is prepared by following the
‘Greenhouse Gas (“GHG”) Protocol: A Corporate Accounting and
Reporting Standard’ published by the World Resources Institute
(“WRI”). We use the GHG Protocol operational control approach
as this reflects where Shaftesbury Capital has the ability to
influence GHG emissions. 100 per cent of emissions and energy
use reported are applicable for UK only, as Shaftesbury Capital
does not have any other global operations.
Scope 1 emissions, defined as direct emissions including fuel
combustion in owned or controlled boilers, backup generators,
fuel use for construction plant and machinery and fugitive
emissions from air conditioning, are included where they
are our responsibility within the managed portfolio.
Scope 2 is defined as indirect energy emissions which include
purchased electricity throughout the Group’s operations within
landlord-controlled parts. The figures relate to landlord-
controlled common parts such as lobbies, staircases or vacant
units and energy use during refurbishments. Scope 2 emissions
also include energy use for external and street lighting, and bin
stores, where these are our responsibility within the managed
portfolio. Shaftesbury Capital are responsible for all Scope 1
and Scope 2 emissions disclosed on page 95.
For Scope 2 emissions, those arising from generated electricity usage
are reported in two ways. Firstly, Shaftesbury Capital calculates the
‘location-based’ emissions which reflect emissions according to the
energy mix of the National Grid. Secondly, Shaftesbury Capital
reports ‘market-based’ emissions which reflect the energy mix
provided by our energy suppliers. This helps Shaftesbury Capital to
demonstrate the reduction in emissions as a result of purchasing
energy from suppliers who generate renewable energy.
In addition, we report Scope 3 emissions comprising other
indirect emissions from sources not owned or controlled by
Shaftesbury Capital, including customer and supply chain
emissions. We report Scope 3 emissions from the following sources:
– Tenant energy consumption in our properties where the
leasing arrangements put responsibility on energy operation
and direct payment for supply on the tenants (excluding long-
leasehold properties)
– Embodied emissions from the materials we use in our
refurbishment projects
– Purchased goods and services from our suppliers
– Upstream energy use associated with our Scope 1 and 2 emissions
– Waste treatment and disposal, where waste collection is our
responsibility within the managed portfolio
– Emissions from our employees commuting to work
– Emissions from business flights taken throughout the year
– Water supply and treatment, where water supply is our
responsibility within the managed portfolio
Shaftesbury Capital has engaged Carbon Footprint Limited to
provide independent verification of the 2024 Greenhouse Gas
emissions assertion, in accordance with the industry recognised
standard ISO 14064-3. The verification statement will be included in
our Sustainability Data Report, which will be issued in April 2025.
The energy and carbon statements disclosed in this report, on page
95, have been calculated in accordance with the following standards:
– WRI/WBCSD (World Business Council for Sustainable
Development) (2004). Greenhouse Gas Protocol: Corporate
Accounting and Reporting Standard – Revised Edition;
– WRI/WBCSD (2011). Greenhouse Gas Protocol: Corporate
Value Chain (Scope 3) Standard;
– WRI/WBCSD (2015). Greenhouse Gas Protocol: Scope 2
Guidance for market-based reporting; and
– Department for Environment, Food & Rural Affairs and
Department for Business, Energy & Industrial Strategy (2019):
Environmental reporting guidelines: Including Streamlined
Energy and Carbon Reporting requirements.
– European Real Estate Association (2024) Best Practice
Recommendations on Sustainability Reporting (EPRA sBPR).
Emissions calculations are in line with the requirements of the
Greenhouse Gas Protocol suite of documents. The method uses
activity data relating to Shaftesbury Capital’s operations,
multiplied by relevant emissions conversion factors, sourced
from Department for Energy Security and Net Zero (“DESNZ”) UK
Government GHG Conversion Factors for Company Reporting
(2024), OneClick LCA Emission Factor Database (2024), and
spend-based UK Government emission factors by SIC code (2024).
We have used accurate consumption data for reporting of the
majority (96%) of Scope 1 and Scope 2 emissions. Where there
have been data gaps (c. 4% of data), we have used reasonable
estimations such as pro-rata extrapolation to ensure complete
coverage for the reporting year.
For Scope 3 occupier emissions we have used various methods,
including meter reads, billing information and energy data
collected from UK energy operators for approximately 57 per
cent of emissions by area, and applied industry benchmarks for
the remaining 43 per cent.
For Scope 3 embodied carbon, we aim to collect accurate data
for all our refurbishment projects, where feasible. This covered
53% per cent of our spend in 2024 and 17% per cent of our
embodied carbon. For the remainder of our refurbishment
project spend, where embodied carbon data collection was
not feasible, we use UK Government spend-based conversion
factors which covered 47% per cent of our spend and 83% per
cent of our embodied carbon. We are committed to reducing
the proportion of spend required to use benchmarks over time.
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Shaftesbury Capital PLC | 2024 Annual Report
Shareholder information
Electronic communication
As part of our commitment to sustainability, Shaftesbury
Capital has adopted electronic communications. This means
that shareholders will receive documents from the Company
electronically unless they elect to receive hard copies.
All of Shaftesbury Capital’s annual and interim results will be
published on the Company’s website www.shaftesburycapital.com.
If you are a shareholder who receives hard copies of
documents and you wish to elect to receive electronic
communications, please contact the appropriate Registrar.
Shareholders may revoke an election to receive electronic
communications at any time.
Registrars
All enquiries concerning shares or shareholdings, including
notification of change of address, queries regarding loss of
a share certificate and dividend payments should be
addressed to:
For shareholders registered in the UK:
MUFG Corporate Markets, Central Square, 29 Wellington
Street, Leeds, LS1 4DL, United Kingdom
Telephone: +44 (0) 371 664 0300
Calls are charged at the standard geographic rate and vary by
provider. Calls outside the United Kingdom are charged at the
applicable international rate. Lines are open 9.00 am to 5.30 pm,
Monday to Friday, excluding public holidays in England and Wales.
Email: shareholderenquiries@cm.mpms.mufg.com
Website: eu.mpms.mufg.com
For shareholders registered in South Africa:
Computershare Investor Services Proprietary Limited,
Rosebank Towers, 1st Floor, 15 Biermann Avenue,
Rosebank, 2196, South Africa
Postal address: Private Bag X9000, Saxonwold 2132, South Africa
Telephone: +27 (0) 11 370 5000 or 086 1100 933 (lines are
open 8.00 am to 4.30 pm, Monday to Friday, excluding public
holidays in South Africa)
Email: web.queries@computershare.co.za
Website: www.computershare.com/za
Web-based enquiry service for UK shareholders
Shareholders registered in the United Kingdom can register
at www.signalshares.com to access a range of online
services including:
– Updating address details or registering a mandate to have
dividends paid directly to their bank account
– Online proxy voting
– Electing to receive shareholder communications electronically
– Viewing holding balance, indicative share price and valuation
– Viewing transactions on the holding including any dividend
payments received
– Accessing a wide range of shareholder information,
including downloadable forms
To register to use this service, shareholders will need their
investor code, which can be found on the share certificate(s).
Share price information
The latest information on the Shaftesbury Capital PLC
share price is available on the Company’s website
www.shaftesburycapital.com.
The shares are traded on the London Stock Exchange
with LSE code SHC, SEDOL B62G9D3, ISIN GB00B62G9D36.
The shares are traded on the Johannesburg Stock Exchange
under the abbreviated name SHBCAP and JSE code SHC.
Share dealing services
Many banks, building societies and investment managers offer
share dealing services. Additionally, UK shareholders may
trade their shares using the online and telephone dealing
service that MUFG Corporate Markets provide. To use this
service, shareholders should contact MUFG Corporate
Markets: infosharedeal@cm.mpms.mufg.com or telephone
+44 (0) 371 664 0445. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the
United Kingdom are charged at the applicable international
rate. (Lines are open 8.00 am to 5.30 pm, Monday to Friday,
excluding public holidays in England and Wales). Alternatively,
shareholders can log on to https://sharedeal.linkgroup.eu.
This service is only available to private individuals resident
in the United Kingdom, the European Economic Area, the
Channel Islands and the Isle of Man who hold shares in a
company for which MUFG Corporate Markets provides share
registration services, or a nominee programme administered
by MUFG Corporate Markets Trustees (UK) Limited.
ShareGift
ShareGift is a charity share donation scheme for UK-based
shareholders who may wish to dispose of a small quantity of
shares where the market value makes it uneconomical to sell
on a commission basis. Further information can be found on
its website www.sharegift.org, by telephoning 020 7930 3737
or by emailing help@sharegift.org.
Strate Charity Shares (“SCS”)
SCS is an independent non-profit and registered charity share
donation scheme for shareholders in South Africa who may
wish to dispose of small holdings of shares that are too costly
to sell via a stockbroker on a commission basis. Further
information can be found at www.strate.co.za, by emailing
charityshares@computershare.co.za or by telephoning
0800 202 363 (freephone) or +27 (0) 11 870 8207.
Share fraud warnings
Shareholders are advised to be wary of any unsolicited calls,
mail or emails that offer free advice, the opportunity to buy
shares at a discount or to provide free company or research
reports. Such approaches are often investment scams and
you will probably lose your money. Information on how to
protect yourself from investment scams can be found at
www.fca.org.uk/scams or by calling the FCA’s consumer
helpline on 0800 111 6768 (freephone).
235
Shaftesbury Capital PLC | 2024 Annual Report
Strategic report
Corporate Governance
Financial statements
Additional information
218
Alternative performance
measures
221
EPRA measures
226
Analysis of property portfolio
227
Historical record
228
Board and advisers
229
Dividends
230
Glossary
234
Greenhouse gas emissions
235
Shareholder information
236
Cautionary statement
Additional information | Cautionary statement
This Report contains “forward-looking statements” regarding the belief or current expectations of Shaftesbury Capital PLC, its
Directors and other members of its senior management about Shaftesbury Capital PLC’s businesses, financial performance and
results of operations. These forward-looking statements are not guarantees of future performance. Rather, they are based on
current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside
the control of Shaftesbury Capital PLC and are difficult to predict, that may cause actual results, performance or developments to
differ materially from any future results, performance or developments expressed or implied by the forward-looking statements.
These forward-looking statements speak only as at the date of this Report. Except as required by applicable law, Shaftesbury
Capital PLC makes no representation or warranty in relation to them and expressly disclaims any obligation to update or revise any
forward-looking statements contained herein to reflect any change in Shaftesbury Capital PLC’s expectations with regard thereto
or any change in events, conditions or circumstances on which any such statement is based. The information contained in this
Report does not purport to be comprehensive and has not been independently verified. Any information contained in this Report
on the price at which shares or other securities in Shaftesbury Capital PLC have been bought or sold in the past, or on the yield on
such shares or other securities, should not be relied upon as a guide to future performance. No statement in this Report is intended
to be a profit forecast and no statement in this Report should be interpreted to mean that earnings per share of Shaftesbury
Capital PLC for the current or future financial years would necessarily match or exceed the historical published earnings per share
of Shaftesbury Capital PLC. Certain industry and market data contained in this Report has come from third party sources. Third
party publications, studies and surveys generally state that the data contained therein have been obtained from sources believed
to be reliable, but that there is no guarantee of accuracy or completeness of such data.
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Shaftesbury Capital PLC | 2024 Annual Report
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