WORkSPAcE
UNDERSTANDS
WORk SPAcE
ANNUAL REPORT
AND AccOUNTS 2013
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WORkSPAcE GROUP PLc
Chester house
Kennington Park
1-3 Brixton road
London
SW9 6DE
telephone: +44 (0) 20 7138 3300
Web: www.workspace.co.uk
Email: info@workspace.co.uk
if you require information regarding
business space in London call
+44 (0) 20 7369 2390 or visit
www.workspace.co.uk.
this report is printed on materials which
are FSc® certifi ed from well-managed forests.
these materials contain EcF (Elemental
chlorine Free) pulp and are 100% recyclable.
Designed by carnegie Orr
(a Workspace Group customer)
+44 (0)20 7610 6140.
www.carnegieorr.com
cONTENTS
REViEW OF OPERATiONS
IFC Our business model
01 2013 highlights
02 Strong momentum
04 Chairman’s Statement
06 Chief Executive Offi cer’s Strategic Review
08 Our strategy
10
12 Portfolio potential
14 Corporate Social Responsibility
16 Business Review
26 Key Property Statistics
Generating value
GOVERNANcE
28 Chairman’s Introduction
30 The Board and Executive Committee
32 Report of the Directors
35 Corporate Governance Report
45 Directors’ Remuneration Report
61 Directors’ Responsibilities
FiNANciAL STATEMENTS
62
Independent Auditors’ Report to the
Members of Workspace Group PLC
64
65
63 Consolidated Income Statement
Consolidated Statement of
63
Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of
Changes in Equity
Consolidated Statement of Cash Flows
66
67 Notes to the Financial Statements
91
Independent Auditors’ Report to the
Members of Workspace Group PLC
(Parent Company)
92 Parent Company Balance Sheet
93
Notes to the Parent Company
Financial Statements
95 Five-Year Performance
95 Key Performance Indicators
SHAREHOLDER iNFORMATiON
96 Property Portfolio
99
100 Glossary of Terms
Investor Information
our business
moDel
worKspaCe group online
WHAT WE DO
Workspace provides business
premises tailored to the needs
of new and growing companies
across London.
HOW WE DO iT
Workspace understands the
changing needs of these
companies and actively adapts
and manages its buildings to
create an environment for growth.
WHERE WE DO iT
Workspace owns over 100
properties in London providing
5.2 million square feet of space
and is home to some 4,000
businesses employing more
than 30,000 people.
HOW WE GENERATE VALUE
Workspace is growing through
deep market knowledge,
operational excellence and
strong customer relationships.
Workspace is enhancing both core
operational income and capital
values by repositioning specifi c
property assets.
Workspace provides the right
properties to attract its customers
and the right services to retain
them and help them grow.
RELATED iNFORMATiON
OUR STRATEGy P.08
workspace’s comprehensive website gives you fast,
direct access to a wide range of Company information.
to fi nd out more go to www.workspace.co.uk
cUSTOMERS
Offi ce
Light industrial
Studios
Workshops
Serviced offi ces
co-working
investors
iNVESTORS
about us
corporate information
corporate social responsibility
rNS announcements
Share price and information
Publications archive
Bonds
cO-WORkiNG
club locations
Join club
Our events
hold a meeting
about club
2013
highlights
iNVESTOR HiGHLiGHTS
DiViDEND PER SHARE GROWTH
TOTAL SHAREHOLDER RETURN
+10%
51%
TRADiNG PERFORMANcE
ENQUiRiES PER MONTH
LikE-FOR-LikE OccUPANcy
1,037
2013
2012
2011
89.8%
1,037
1,009
960
2013
2012
2011
89.8%
87.7%
86.2%
LikE-FOR-LikE RENT ROLL
TRADiNG PROFiT (AFTER iNTEREST)
+9%
+12%
2013
2012
2011
up 5%
up 4%
up 9%
2013
2012
2011
£17.9m
£16.0m
£14.2m
cAPiTAL PERFORMANcE
PROPERTy VALUATiON
+8%
2013
2012
2011
LOAN TO VALUE
40%
up 5.1%
up 4.7%
up 7.7%
2013
2012
2011
40%
41%
50%
EPRA NAV PER SHARE
TOTAL PROPERTy RETURN
+13%
2013
2012
2011
13.8%
£3.08
£2.86
£3.48
2013
2012
2011
13.8%
13.4%
11.7%
01
Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100Workspace Group PLC Annual Report and Accounts 2013The businesses we host are
critical in driving the Uk’s growth
and by serving them with focus
and energy we will maintain our
strong momentum.
To achieve this we are putting
in place:
– Clear priorities.
– the right strategy and team.
– Deeper customer relationships, increased
lettings.
– hands-on active portfolio management.
– refined debt profile enabling more flexible
operations.
– Focused programme to refurbish, redevelop
and acquire the right properties.
DANiEL kiTcHEN
NON-ExEcutivE chairmaN
strong
momentum
02
Workspace Group PLC Annual Report and Accounts 2013Review of operations
Governance
Financial statements
Shareholder information
01-26
27-61
62-95
96-100
03
Workspace Group PLC Annual Report and Accounts 2013Chairman’s
statement
clear priorities.
Renewed momentum.
Workspace had a successful year, sticking resolutely to
our strategy of driving value by growing income through
increased rent and occupancy while adding to the value
of our assets through focused refurbishment and
redevelopment. i am pleased to report that this has
delivered a strong set of results for the year.
Our cEO, Jamie hopkins, has brought a renewed energy
to bear which has resulted in a clear focus on our priorities,
driving our performance and moving the company back
into the FtSE250. We achieved strong growth in revenue
and trading profit for the year. Group net rental income
was £47.1m, an underlying increase of 6%, trading profit
after interest was £17.9m, an increase of 12%, and EPra
Nav per share was £3.48, an increase of 13%.
Based on these results and the company’s future
prospects, the Board is recommending the payment of
a final dividend of 6.45p per share (a total of 9.67p for
the year) to be paid on 2 august 2013, an increase of
10% on last year. this is in line with our progressive
dividend policy.
During the year we continued to deploy the funds raised
in our 2011 rights issue. We executed a focused capital
expenditure programme to refurbish and extend existing
assets and create buildings that suit our strategy whilst
disposing of those that don’t. the result is an integrated
portfolio of core buildings that we actively manage,
increasing rental values.
We also refined our debt profile, lengthening the terms
and diversifying the sources of funding. the successful
refinance announced on 11 June 2013 alongside the
retail Bond issued earlier in the year will have a
significant positive impact on the flexibility of our
operational capabilities.
throughout the year, our Board has played an active
role in helping guide the company and we remain
committed to a strong succession approach. John
Bywater’s retirement as a Non-Executive Director will
occur in July this year and he leaves with our thanks for
his long-standing contribution over the last nine years.
Joining us, we welcome chris Girling and Damon
russell. chris has a strong background in finance and
management while Damon brings a wealth of experience
across the telecommunications, internet, digital and media
sectors. Ensuring the long-term strength of our Board is a
priority and we will be making a further Non-Executive
Director appointment in due course.
We are also aware of our wider responsibilities in the
communities where we work, as well as being conscious
of our environmental impact and we remain committed
to strong health and safety and energy sustainability
principles. We are proud that we have once again been
included in the FtSE4Good index and that we have
recently been awarded the Bitc communitymark. We will
continue to do the right things by all of our stakeholders.
the company is working hard so that our customers and
our employees flourish, our communities and environment
stay vibrant and our shareholders are rewarded for their
support. the achievements during the year are many
and i would particularly like to thank our Workspace
employees for delivering another strong performance.
the Board and i believe that we are clear on our
objectives, have the right strategy and team in place to
achieve them and, as a result, are ideally positioned to take
advantage of the strength of the London economy. the
businesses we host are critical in driving the uK’s growth
and by serving them with focus and energy we are
confident that we will maintain our strong business
momentum.
DANiEL kiTcHEN
NON-ExEcutivE chairmaN
RELATED iNFORMATiON
cORPORATE SOciAL RESPONSibiLiTy P.14
cORPORATE GOVERNANcE REPORT P.35
04
Workspace Group PLC Annual Report and Accounts 2013Daniel KitChen
NON-ExEcutivE chairmaN
05
Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100Workspace Group PLC Annual Report and Accounts 2013ChieF exeCutive oFFiCer’s
strategiC review
Our customers need more
than just space. We are
recognising that with a
successful strategy.
New and growing companies are the engine of growth
for the whole country. Our strategy of focusing our
resources on supporting these companies continued to
pay off and this, coupled with the quality and location of
the assets we own, has helped us to report like-for-like
growth of 9% in our rent roll and an 8% uplift to the
capital value of our portfolio.
Overlaid on our deep understanding of London
commercial real estate is a detailed appreciation of
the essential attributes of support that help our
customers’ businesses be successful; from the right
technology and services, to flexibility of environment,
these fast-moving companies need more than just space.
We are alive to that and last year we developed our
customer relationships and grew the number of new
lettings by understanding and meeting this need.
all of this was achieved by remaining true to the four
long-term strategic priorities that underpin everything
we do.
WE OWN THE RiGHT PROPERTiES THAT ARE
TAiLORED TO MEET OUR cUSTOMERS’ NEEDS AND
WE iNTENSiVELy MANAGE THEM TO DRiVE
OccUPANcy AND RENTS
this year saw us drive forward a number of new projects
across our portfolio from full building refurbishments and
extensions through to new floors and the modernisation
of reception areas. at all times we keep as many existing
customers in situ as possible while working on the
buildings. many of those customers who do have to
move out are keen to return once the projects are
complete or they often take an alternative solution
within our extensive portfolio.
more broadly, everyone in our business from our central
marketing and lettings teams through to our staff on site
are motivated to increase occupancy and rent wherever
possible across our portfolio.
WE MAXiMiSE THE VALUE OF OUR LONDON-bASED
PROPERTy PORTFOLiO AND iTS WiDER
OPPORTUNiTiES FOR REPOSiTiONiNG AND
REDEVELOPMENT
Planning consents progressed strongly resulting in
short-term capital gains as well as longer-term income
growth potential. Grand union, Kensington, was a good
example where we obtained planning permission for
145 residential units alongside a brand new tailor-made
business centre on an existing industrial site. We will
start to market this business centre to customers upon
completion at the beginning of 2015.
reflecting our focused portfolio management approach,
we also made some disposals, removing properties which
were no longer aligned to our strategic objectives.
WE UNDERSTAND OUR cUSTOMERS AND ENHANcE
OUR bRAND by RESPONDiNG TO THEiR NEEDS
a true differentiator for Workspace is the way in which
we interact directly with our customers all of the time – we
don’t rely on agents or intermediaries – and this allows us
to work in true partnership with them and have a stronger
understanding of where future demand lies. this has
helped us as, amongst other things, roll out more of our
co-working club Workspace sites and continue to develop
our digital platform, where already we are receiving almost
40,000 visits a month to our website.
WE WORk SUSTAiNAbLy AS PART OF EVERyDAy
bUSiNESS FOR US, OUR cUSTOMERS AND OUR
PARTNERS
Promoting entrepreneurship and lowering carbon
footprints are no longer mutually exclusive goals as more
and more business is transacted digitally and we work
hard to ensure we remain at the forefront in environmental
and sustainability practice. Elsewhere, working alongside
London’s mayor in our inspiresme programme to
encourage today’s schoolchildren to aspire to be
tomorrow’s entrepreneur was one example of the depth
of our involvement in the local community.
We also know how important it is that our employees
feel fully engaged in what we are doing so this year we
launched a Share incentive Plan to help them benefit
from the future success of the company. this culture of
ownership is creating an even stronger focus on the link
between us, our properties and our customers.
as our understanding of our customers deepens and our
engagement with them broadens, it is clear that demand
is evolving into what we see as the next generation of
work space. customers are relying increasingly on digital
platforms and scalability, but in addition they also value
the creative interaction that comes with being part of
physical business communities. Listening to them, we
are putting in place superior telecoms infrastructure
and services on the same flexible terms as our leases.
We are also facilitating access to cloud computing, we
are bringing customers together at organised events
that result in networking and inter-trading and we are
broadening our footprint for the smaller entrepreneurs
with club Workspace.
these and other new initiatives are establishing us as
an essential partner to our customers, enabling their
businesses to grow faster and, in turn, positioning us
as the leading provider of space, environment and
communities tailored to the needs of these new and
growing companies.
Looking forward, i see our target customer base
continuing to grow. Whether they are labelled ‘new and
growing companies’, the ‘tmt’ sector or ‘SmEs’, we do all
we can to position ourselves as the landlord of choice for
this tenant type. We have an experienced and talented
team at Workspace and a very clear and focused strategy
for growth. Our assets are of quality and character,
relevant to the modern needs of today and extremely
well positioned to benefit from the increasing migration
of occupiers across London.
JAMiE HOPkiNS
chiEF ExEcutivE OFFicEr
06
Workspace Group PLC Annual Report and Accounts 2013Jamie Hopkins,
CHief exeCutive
offiCer witH Claudia
and rutH, Centre staff
at Canterbury Court
in kennington park.
Related infoRmation
ouR StRategy p.08
geneRating Value p.10
CoRpoRate SoCial ReSponSibility p.14
07
Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100Workspace Group PLC Annual Report and Accounts 2013our strategy
Performance
summary.
STRATEGic
PRiORiTiES
PRiORiTiES
iN 2012/13
PERFORMANcE
iN 2012/13
OWNiNG THE RiGHT
PROPERTiES THAT ARE
TAiLORED TO OUR cUSTOMERS’
NEEDS AND iNTENSiVELy
MANAGiNG THESE PROPERTiES
TO DRiVE OccUPANcy
AND RENTS.
Owning properties that are tailored
to our customers’ needs
– complete refurbishment of
canalot Studios.
– commence a further six
refurbishment schemes.
– refurbishments at canalot Studios and
Whitechapel completed.
– Six refurbishment schemes commenced
comprising 250,000 sq. ft. of which
chester house Phase 2 and Leyton
Phase 1 completed in march 2013.
– Like-for-like occupancy up from 87.7%
to 89.8%.
– Like-for-like rent roll growth of 9%.
– Like-for-like rent per sq. ft. up 7% in
the year.
MAXiMiSiNG THE VALUE
OF OUR LONDON bASED
PROPERTy PORTFOLiO AND
iTS WiDER OPPORTUNiTiES
FOR REPOSiTiONiNG AND
REDEVELOPMENT.
Repositioning and redevelopment
– appoint developers for the mixed
use redevelopment schemes
at Grand union in Kensington
and Bow.
– Progress planning consent for
mixed use schemes at a further
four sites.
– Drive value from continued
occupancy and rent roll growth.
– taylor Wimpey appointed as developer
for Grand union. Peabody appointed
at Bow.
– Planning and applications made at
tower Bridge and Faircharm comprising
948 apartments and 112,000 sq. ft. of
commercial space.
– Successful repositioning at canalot
Studios and Parkhall driving
pricing growth.
– underlying property valuation up 8%
in the year.
UNDERSTANDiNG OUR
cUSTOMERS AND ENHANciNG
OUR bRAND by RESPONDiNG
TO THEiR NEEDS.
Enhancing our brand (responding
to customers’ needs)
– roll out the club Workspace
format at four additional centres.
– continue the roll out of our ‘Digital
Programme’ meeting the needs of
our digital business customers.
– Develop inspiresme as a valued
platform for advice and support
to new and growing businesses.
– three new club Workspace
co-working lounges opened.
– club Workspace revenue growth
of 250%.
– roll out of ‘digital platform’ providing
a high quality business grade service
with the same flexibility of our
lease terms.
– complete three further
refurbishment schemes with a
fourth due to complete in 2014.
– Failure to meet customer
space and service
expectations.
– commence three refurbishment
– External macroeconomic
factors influence the demand
for our accommodation.
schemes.
– Progress further schemes through
design phase.
– Focus on driving pricing as
occupancy approaches 90%.
– Obtain planning consent for Tower
– adverse planning decisions.
bridge, Poplar and Faircharm.
– Make planning applications for
three further schemes.
– Appoint development partners
for Tower bridge and Faircharm.
– construction cost and
programme over runs.
– Downturn in the London
property market.
– continue the roll out and evolution
– Failure to meet customer
of the club Workspace brand.
– broaden the range of services
offered under our digital platform.
service expectations.
– the performance of our
selected digital partners.
– Position Workspace as the
preferred choice for fast
growing businesses.
WORkiNG SUSTAiNAbLy AS
PART OF EVERyDAy bUSiNESS
FOR US, OUR cUSTOMERS AND
OUR PARTNERS.
Sustainable working
– continue support of charities
which promote entrepreneurship.
– Working with customers to lower
our carbon footprint.
– inspiresme week placed 20 young
people in work experience.
– urban 20 cricket giving experience
at the Kia Oval cricket Ground for 200
local children.
– Ensure that our development
– refurbishment schemes achieving
activities conform with the highest
environmental and sustainability
regulations and best practice.
‘very good’ BrEEam (Building research
Establishment Environmental
assessment method).
– continued liaison with customers in
helping to reduce our carbon emissions.
– To develop cSR a policy for
engaging with and encouraging
school leavers and graduates into
– Failure to meet regulatory
environmental requirements.
– introduction of new
requirements causing additional
costs or inhibiting lettings.
entrepreneurship.
– Demonstrate tangible savings in
carbon emissions.
– Develop charity strategy.
08
Workspace Group PLC Annual Report and Accounts 2013
Owning properties that are tailored
– refurbishments at canalot Studios and
OWNiNG THE RiGHT
PROPERTiES THAT ARE
TAiLORED TO OUR cUSTOMERS’
NEEDS AND iNTENSiVELy
MANAGiNG THESE PROPERTiES
TO DRiVE OccUPANcy
AND RENTS.
to our customers’ needs
– complete refurbishment of
canalot Studios.
– commence a further six
refurbishment schemes.
Whitechapel completed.
– Six refurbishment schemes commenced
comprising 250,000 sq. ft. of which
chester house Phase 2 and Leyton
Phase 1 completed in march 2013.
– Like-for-like occupancy up from 87.7%
– Like-for-like rent roll growth of 9%.
– Like-for-like rent per sq. ft. up 7% in
to 89.8%.
the year.
MAXiMiSiNG THE VALUE
OF OUR LONDON bASED
PROPERTy PORTFOLiO AND
iTS WiDER OPPORTUNiTiES
FOR REPOSiTiONiNG AND
REDEVELOPMENT.
Repositioning and redevelopment
– appoint developers for the mixed
– taylor Wimpey appointed as developer
for Grand union. Peabody appointed
use redevelopment schemes
at Grand union in Kensington
at Bow.
– Progress planning consent for
mixed use schemes at a further
commercial space.
– Planning and applications made at
tower Bridge and Faircharm comprising
948 apartments and 112,000 sq. ft. of
– Successful repositioning at canalot
and Bow.
four sites.
– Drive value from continued
Studios and Parkhall driving
occupancy and rent roll growth.
pricing growth.
– underlying property valuation up 8%
in the year.
UNDERSTANDiNG OUR
cUSTOMERS AND ENHANciNG
OUR bRAND by RESPONDiNG
TO THEiR NEEDS.
Enhancing our brand (responding
to customers’ needs)
– three new club Workspace
co-working lounges opened.
– roll out the club Workspace
– club Workspace revenue growth
format at four additional centres.
of 250%.
– continue the roll out of our ‘Digital
– roll out of ‘digital platform’ providing
Programme’ meeting the needs of
a high quality business grade service
our digital business customers.
with the same flexibility of our
– Develop inspiresme as a valued
lease terms.
platform for advice and support
to new and growing businesses.
PRiORiTiES
FOR 2013/14
kEy
RiSkS
– complete three further
refurbishment schemes with a
fourth due to complete in 2014.
– commence three refurbishment
schemes.
– Progress further schemes through
design phase.
– Focus on driving pricing as
occupancy approaches 90%.
– Failure to meet customer
space and service
expectations.
– External macroeconomic
factors influence the demand
for our accommodation.
– Obtain planning consent for Tower
bridge, Poplar and Faircharm.
– Make planning applications for
three further schemes.
– Appoint development partners
for Tower bridge and Faircharm.
– adverse planning decisions.
– construction cost and
programme over runs.
– Downturn in the London
property market.
– continue the roll out and evolution
– Failure to meet customer
of the club Workspace brand.
– broaden the range of services
offered under our digital platform.
service expectations.
– the performance of our
selected digital partners.
– Position Workspace as the
preferred choice for fast
growing businesses.
iPD Performance
13.8%
13.4%
6.3%
2013
3.2%
2012
2011
11.7%
11.2%
Workspace Group PLC
IPD Universe (quarterly)
WORkiNG SUSTAiNAbLy AS
PART OF EVERyDAy bUSiNESS
FOR US, OUR cUSTOMERS AND
OUR PARTNERS.
Sustainable working
– inspiresme week placed 20 young
– continue support of charities
people in work experience.
which promote entrepreneurship.
– urban 20 cricket giving experience
– Working with customers to lower
at the Kia Oval cricket Ground for 200
our carbon footprint.
local children.
– Ensure that our development
– refurbishment schemes achieving
activities conform with the highest
‘very good’ BrEEam (Building research
environmental and sustainability
regulations and best practice.
Establishment Environmental
assessment method).
– continued liaison with customers in
helping to reduce our carbon emissions.
– To develop cSR a policy for
engaging with and encouraging
school leavers and graduates into
entrepreneurship.
– Demonstrate tangible savings in
carbon emissions.
– Develop charity strategy.
– Failure to meet regulatory
environmental requirements.
– introduction of new
requirements causing additional
costs or inhibiting lettings.
RELATED iNFORMATiON
PRiNciPAL bUSiNESS RiSkS P.22
09
Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100Workspace Group PLC Annual Report and Accounts 2013
Generating
value.
From redevelopment and
acquisitions, planning gains
and refurbishments, direct
communication with our
customers and hands-on
active management, the
case studies we highlighted
in our last report have all
generated significant value.
FOR MORE iNFORMATiON
WWW.WORkSPAcE.cO.Uk
10
Workspace Group PLC Annual Report and Accounts 2013repositioning
reDevelopment
planning gain
aCquisition
anD Disposal
What
we said
unDerstanDing
our Customers
Corporate
soCial
responsibility
Driving rental
growth
repositioning
Exmouth house, Ec1r 0Jh
redevelopment
ScreenWorks, N5 2Ea
We anticipate the additional
floor and refurbishment of
Exmouth house will achieve
rental levels similar to that
of clerkenwell Workshops,
our other business centre
in Ec1. On track to open in
July 2013.
ScreenWorks, our new
61,000 sq. ft. business
centre in islington is
on track to open in
December 2013.
planning gain
the Pill Box, E2 6JL
acquisition and disposal
Little London, SE1 2Ba
We made a gain from the
sale of surplus land with
planning consent. We are
now investing in a new
business centre in Bethnal
Green, which is on track to
open in January 2014.
During the year we
acquired five new buildings
in the Blackrock Joint
venture and sold six from
the portfolio.
How we
delivered
understanding our customers
club Workspace
Our unique club
Workspace format has
continued to attract new
customers and we have
opened a further three
sites, taking us to a total
of five and increased
revenue by 250%.
Corporate social
responsibility
chester house, SW9 6DE
Our customers tell us the
BrEEam ‘very good’ rating
at chester house helped
attract them and allowed
us to gain rents 20% higher
than anticipated.
Driving rental growth
Parkhall, SE21 8EN
Our active marketing,
digital platforms and
flexibility for customers
have helped grow
like-for-like rent roll by 9%.
Workspace Group PLc Annual Report and Accounts 2013
11
portFolio
potential
The reach and scale of our
property portfolio is creating
essential business communities
across London.
– 86% of our customers would recommend us.
– 467,000 website visits in the year.
– 1,887,730 page visits in the year.
– over 90% of all lettings are completed via
our in-house sources such as the website,
signage and customer referral.
– worldwide search volumes for ‘co-working’
have increased by 488% over the last
four years.
FOR MORE iNFORMATiON
www.workspace.co.uk
12
Workspace Group PLC Annual Report and Accounts 201313
Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100Workspace Group PLC Annual Report and Accounts 2013Corporate soCial
responsibility
A wider
understanding.
OUR
APPROAcH
cUSTOMERS
customer satisfaction and loyalty are key to the
sustainability of our business.
We help our customers to connect with local
communities by participating in our community
programmes and working with them to improve
the environmental performance of our centres.
SUPPLiERS AND PARTNERS
We aim to build long-term relationships with our
suppliers by being a responsible purchaser of
goods and services.
We also work closely with our partners to integrate
sustainability into the design, construction and
redevelopment of Workspace centres.
cOMMUNiTiES
We aim to make the communities in which we
operate better places to live and do business in.
Our flagship E3 community investment strategy
provides education, employment and entrepreneurial
opportunities for young people.
EMPLOyEES
We provide a safe and rewarding work environment
to ensure we attract and retain talented and
ambitious individuals.
Our commitment to diversity encourages innovation
and ensures our workforce reflects the diversity of
our customers and communities.
ENViRONMENT
Our buildings are our biggest environmental impact
and we are committed to making the most of
opportunities to reduce carbon emissions and
energy use, benefiting the environment and
reducing operating costs.
We strive to reduce other environmental impacts
and costs such as waste.
Jamie hopKins
chiEF ExEcutivE OFFicEr
We have long understood the value that a focused
corporate Social responsibility (cSr) programme can
create for Workspace, delivering operational efficiencies
in the process and contributing to our reputation as
a responsible business. We believe our cSr activities
benefit financial performance by driving occupancy
rates, delivering cost savings and creating a more
attractive business environment for our customers.
the primary role of our business is to meet the space
and environment needs of new and growing companies
across London. We foster entrepreneurial activity and
create vibrant working communities that in turn support
local businesses by boosting employment and economic
growth. We believe that by adhering to our fundamental
principles of helping businesses to grow and being a
good community member, we can be a force for good
benefiting both our customers and wider society.
Not only do we work within the regulatory environment
for real estate providers, adhering to the uK Energy act,
carbon reduction commitment and landfill tax regime,
but we go beyond our legal obligations. this approach
has generated opportunities to reduce operating costs,
by sending zero waste to landfill and installing more
efficient boilers in our centres, for example.
a selection of the year’s performance highlights against
stakeholder goals can be seen in the table opposite.
We are particularly pleased that our E3 community
investment strategy was recognised by Business in the
community, one of the uK’s leading cSr organisations,
who awarded us their prestigious communitymark. We
were amongst four businesses that have achieved this
accolade in 2013. Similarly, we are proud to once again be
included in the FtSE4Good index which helps us assess
our achievements against a transparent and evolving
global corporate responsibility standard.
Our goal is to ensure that we fully consider the impact
that we and our stakeholders have and that we address
these impacts positively and transparently. We want to
ensure that our customers and employees flourish, our
communities and environment stay vibrant and that our
shareholders are rewarded for their support. the Board,
the management team and i remain focused on these
important objectives.
more detail on our cSr activities in 2012/13, including
our performance against EPra sustainability indicators,
is available at www.workspace.co.uk.
We are particularly proud to once again be included
in the FtSE4Good index which helps us assess our
achievements against a transparent and evolving
global corporate responsibility standard.
14
We achieved an average customer experience score
– Launch programme to reduce energy in partnership
of 82% exceeding our target of 80%.
with customers at flagship sites.
– Review sustainability questions in annual
customer survey.
– Create a customer focused sustainability
marketing factsheet for three assets.
We received a Bronze certificate in the Mayor’s Green
Procurement Code – the third year we have achieved
– Continue to achieve a Bronze certificate
in the Mayor’s Green Procurement Code.
this award.
Payment Code.
We are now an approved signatory of the Prompt
– Require suppliers to demonstrate that a
minimum of 80% of timber is procured from a
certified sustainable source (FSC or equivalent).
– Register all developments over 2,000m2 with
the Considerate Constructors Scheme.
We invested in community initiatives.
– Continue delivery of E3 strategy.
E3 received the Business in the Community
CommunityMark in recognition of our
commitment to delivering tangible
benefits for our business and communities.
– Evaluate the socio-economic impact of a completed
Workspace development by March 2015.
– Develop a strategy for charitable donations.
– On-going training and development for all employees
– With the Government’s pension auto-enrolment
which helps to develop the right skills to support our
growth plans.
– Over the last 12 months we have embedded a new
appraisal process to further enhance employee
understanding of how their objectives will assist
in driving business performance.
– We continued to drive engagement through our
communications channels to ensure employees
understand our strategy and the part they play.
feel engaged in what we are doing, so this year we
launched a Share Incentive Plan to help them benefit
from the future success of the Company.
– Participation in the Sharesave Scheme continues to
be popular with employees. In total, 55% of employees
participate in the Sharesave Scheme.
changes effective for the Company from April 2014,
we will ensure that we can meet the legislative
requirements efficiently.
– Continue to focus on training and development.
– Continue with Director led staff briefings designed
to keep employees well informed of the performance
and objectives of the Group.
– The Group remains committed to an equal
opportunities policy from recruitment and selection
– We recognise how important it is that our employees
through to training and development.
Total energy consumption from electricity was 24,360,097
– Set portfolio energy (kWh) reduction target.
kWh1. Total energy consumption from fuels was 21,124,428
kWh2. Although energy from electricity decreased by 2%
compared to 2011/12 (adjusted for occupancy), our overall
energy consumption (electricity and fuels) increased by
9% on an absolute basis.
Total direct GHG emissions were 3,878 tonnes CO2e3.
Total indirect GHG emissions were 13,179 tonnes CO2e4.
This meant our total GHG emissions (direct and indirect)
increased by 5% compared to 2011/12 driven by higher gas
consumption primarily due to the unusually cold winter.
Our centres generated 10.48 tonnes of waste of which
48% (6,612 kg) was recycled and 52% (3,873 kg) was
converted to energy5.
– Achieve an average recycling rate of 55% for all
assets where Workspace manages the waste.
– Send zero waste to landfill for all assets where
Workspace manages the waste.
– Divert at least 75% (by weight) of non-hazardous
construction waste away from landfill for all
developments and refurbishments over 2,000m2.
– Divert at least 90% (by weight) of non-hazardous
demolition waste away from landfill for all
developments and refurbishments over 2,000m2.
– We will record water consumption at all properties.
– Achieve BREEAM Very Good for all developments
and refurbishments over 2,000m2.
Workspace Group PLC Annual Report and Accounts 2013
cUSTOMERS
customer satisfaction and loyalty are key to the
sustainability of our business.
We help our customers to connect with local
communities by participating in our community
programmes and working with them to improve
the environmental performance of our centres.
SUPPLiERS AND PARTNERS
We aim to build long-term relationships with our
suppliers by being a responsible purchaser of
goods and services.
We also work closely with our partners to integrate
sustainability into the design, construction and
redevelopment of Workspace centres.
cOMMUNiTiES
We aim to make the communities in which we
operate better places to live and do business in.
Our flagship E3 community investment strategy
provides education, employment and entrepreneurial
opportunities for young people.
EMPLOyEES
We provide a safe and rewarding work environment
to ensure we attract and retain talented and
ambitious individuals.
Our commitment to diversity encourages innovation
and ensures our workforce reflects the diversity of
our customers and communities.
ENViRONMENT
Our buildings are our biggest environmental impact
and we are committed to making the most of
opportunities to reduce carbon emissions and
energy use, benefiting the environment and
reducing operating costs.
We strive to reduce other environmental impacts
and costs such as waste.
1
2
3
4
5
EPra Sustainability Performance measure 3.1
EPra Sustainability Performance measure 3.3
EPra Sustainability Performance measure 3.5
EPra Sustainability Performance measure 3.6
EPra Sustainability Performance measures 3.10 and 3.11
PERFORMANcE
HiGHLiGHTS iN 2012/13
TARGETS
FOR 2013/14
We achieved an average customer experience score
of 82% exceeding our target of 80%.
– Launch programme to reduce energy in partnership
with customers at flagship sites.
We received a Bronze certificate in the Mayor’s Green
Procurement Code – the third year we have achieved
this award.
We are now an approved signatory of the Prompt
Payment Code.
– Review sustainability questions in annual
customer survey.
– Create a customer focused sustainability
marketing factsheet for three assets.
– Continue to achieve a Bronze certificate
in the Mayor’s Green Procurement Code.
– Require suppliers to demonstrate that a
minimum of 80% of timber is procured from a
certified sustainable source (FSC or equivalent).
– Register all developments over 2,000m2 with
the Considerate Constructors Scheme.
We invested in community initiatives.
E3 received the Business in the Community
CommunityMark in recognition of our
commitment to delivering tangible
benefits for our business and communities.
– Continue delivery of E3 strategy.
– Evaluate the socio-economic impact of a completed
Workspace development by March 2015.
– Develop a strategy for charitable donations.
– On-going training and development for all employees
which helps to develop the right skills to support our
growth plans.
– Over the last 12 months we have embedded a new
appraisal process to further enhance employee
understanding of how their objectives will assist
in driving business performance.
– We continued to drive engagement through our
communications channels to ensure employees
understand our strategy and the part they play.
– We recognise how important it is that our employees
feel engaged in what we are doing, so this year we
launched a Share Incentive Plan to help them benefit
from the future success of the Company.
– Participation in the Sharesave Scheme continues to
be popular with employees. In total, 55% of employees
participate in the Sharesave Scheme.
– With the Government’s pension auto-enrolment
changes effective for the Company from April 2014,
we will ensure that we can meet the legislative
requirements efficiently.
– Continue to focus on training and development.
– Continue with Director led staff briefings designed
to keep employees well informed of the performance
and objectives of the Group.
– The Group remains committed to an equal
opportunities policy from recruitment and selection
through to training and development.
Total energy consumption from electricity was 24,360,097
kWh1. Total energy consumption from fuels was 21,124,428
kWh2. Although energy from electricity decreased by 2%
compared to 2011/12 (adjusted for occupancy), our overall
energy consumption (electricity and fuels) increased by
9% on an absolute basis.
Total direct GHG emissions were 3,878 tonnes CO2e3.
Total indirect GHG emissions were 13,179 tonnes CO2e4.
This meant our total GHG emissions (direct and indirect)
increased by 5% compared to 2011/12 driven by higher gas
consumption primarily due to the unusually cold winter.
Our centres generated 10.48 tonnes of waste of which
48% (6,612 kg) was recycled and 52% (3,873 kg) was
converted to energy5.
– Set portfolio energy (kWh) reduction target.
– Achieve an average recycling rate of 55% for all
assets where Workspace manages the waste.
– Send zero waste to landfill for all assets where
Workspace manages the waste.
– Divert at least 75% (by weight) of non-hazardous
construction waste away from landfill for all
developments and refurbishments over 2,000m2.
– Divert at least 90% (by weight) of non-hazardous
demolition waste away from landfill for all
developments and refurbishments over 2,000m2.
– We will record water consumption at all properties.
– Achieve BREEAM Very Good for all developments
and refurbishments over 2,000m2.
15
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100
business
review
Trading
performance.
ENQUiRiES AND LETTiNGS
average number per month
1,050
1,026
84
70
1,107
104
964
79
Quarter to
June
2012
Lettings
Quarter to
September
2012
Quarter to
December
2012
Quarter to
March
2013
Enquiries
Our aim is to be the preferred choice for new and
growing businesses looking for space in London. We have
continued to attract strong levels of demand with enquiry
levels up 3% on the prior year to an average of 1,037 per
month, and new lettings running at an average of 84 per
month (2012: 82 per month). Good levels of enquiries and
lettings have continued into the first quarter of the current
financial year.
average number
per month
Enquiries
Lettings
march
2013
1,107
104
Quarter Ended
Dec
2012
964
79
Sept
2012
1,026
70
June
2012
1,050
84
the like-for-like property portfolio, which excludes
properties impacted by refurbishment or redevelopment,
has seen both occupancy and rents improve strongly over
the year reflecting the consistent high level of customer
demand. Occupancy improved by 2.1% to 89.8% and rent
per square foot is up by 6.6%. this has produced a strong
growth in like-for-like rent roll of 9.1% (2012: 4.7%).
LikE-FOR-LikE OccUPANcy AND RENT ROLL
87.0
87.3
87.4
87.7
88.6
89.0
89.9
89.8
90
45.5
45.5
40.6
41.0
41.1
41.7
42.6
43.1
43.8
Jun
2011
Sep
2011
Dec
2011
Mar
2012
June
2012
Sep
2012
Dec
2012
Mar
2013
70
35.0
1231
86.5
104
39.9
0
Mar
2011
0
Rent Roll (£m)
Occupancy (%)
Like-for-like
properties
Number
Occupancy
rent roll
rent per sq. ft.
31 march
2013
68
89.8%
£45.5m
£13.75
30 September
2012
68
89.0%
£43.1m
£13.12
31 march
2012
68
87.7%
£41.7m
£12.90
Overall occupancy is 87.0% at march 2013 (march
2012: 85.3%) and cash rent roll has increased to £52.7m
(march 2012: £50.2m). the strong growth in like-for-like
rent roll has been off-set by the net loss of income at
properties where we are undertaking refurbishment and
redevelopment activity and property disposals made
during the year:
rent roll at 31 march 2012
Like-for-like rent roll growth
rent reduction on redevelopment and
refurbishment underway
increase in rent from newly refurbished space
rent roll on property disposals
rent roll at 31 march 2013
£m
50.2
3.8
(0.9)
0.6
(1.0)
52.7
the contracted rent roll is £2.3m higher than the cash
rent roll at £55.0m at march 2013. this relates primarily to
stepped rent increases and rent free periods, with around
75% expected to convert to cash rent roll in the next year.
16
Workspace Group PLC Annual Report and Accounts 2013Driving enquiries
and lettings
MARkETiNG
Cathie Sellars (centre), Head of Marketing discussing
enquiries and deals with James Friedenthal,
Managing Director Club Workspace and Kylie Ferns,
Marketing Executive.
cUSTOMER UNDERSTANDiNG
We interact directly with our customers. We don’t rely
on agents. Over 90% of our lettings come from internally
generated leads and managed transactions.
OVER 26,000 UNiQUE WEb ViSiTS PER MONTH TO
WORkSPAcE.cO.Uk
26,000+
Workspace Group PLc annual report and accounts 2013
17
Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100business
review
cONTiNUED
PROFiT bEFORE TAX
£m
Net rental income – underlying
Net rental income – disposals
Joint venture income
administrative expenses
Net finance costs
trading Profit after interest
change in fair value of
investment properties
Other items
Profit before tax
31 march
2013
46.5
0.6
1.1
(11.0)
(19.3)
17.9
59.0
(0.5)
76.4
31 march
2012
43.7
1.1
0.5
(10.2)
(19.1)
16.0
35.6
(3.1)
48.5
EPra earnings per share
12.2p
11.9p
TRADiNG PROFiT AFTER iNTEREST
£m
3.4
(0.6)
(0.5)
0.6
(0.8)
(0.2)
17.9
16.0
trading profit after interest is up 12% in the year to £17.9m
reflecting the strong growth in rental income.
Profit before tax is up 58% to £76.4m with the improved
trading performance supplemented by an underlying
increase of 8% (£59.0m) in the property valuation.
EPra earnings per share has increased by 3% to 12.2p,
lagging the growth in trading profit following the rights
issue which was completed in July 2011.
DiViDEND
the Board has proposed a final dividend of 6.45 pence
per share, (2012: 5.86 pence) which will be paid on
2 august 2013 to shareholders on the register at 12 July
2013. this dividend will be paid as a normal dividend
(non-PiD). the total dividend for the year is 9.67 pence, a
10% increase on the prior year, which is covered 1.26 times
by EPra earnings per share.
PROPERTy VALUATiON
at 31 march 2013 the wholly owned portfolio was
20
independently valued by cBrE at £830m, an underlying
increase of 8% (£59m) in the year. the main elements
of the increase in the valuation over the year are set
out below:
valuation at 31 march 2012
Property Disposals
capital expenditure
0
revaluation surpluses:
6 months to September 2012
6 months to march 2013
capital receipts
valuation at 31 march 2013
£m
760
(15)
30
18
41
(4)
830
VALUATiON AT 31 MARcH 2013
£m
760
(19)
30
36
(1)
830
830
24
March
2012
Disposals/
Receipts
Capex
Refurb/
Redevel
Core
Like-for-like
Properties
Other Like-
for-like
Properties
March
2013
500
a more detailed analysis of our properties at 31 march 2013
is set out in table 1.
March
2012
Like-
for-like
Income
Refurb/
Redevel
Income
Disposals
Income
JV
Income
Admin
Expenses
Interest
Costs
March
2013
the improving levels of occupancy and pricing have
translated into a good growth in income with underlying
net rental income up 6% (£2.8m) in the year to £46.5m.
the growth in net rental income at like-for-like properties
of 9% (£3.4m) and new income from completed
refurbishments of £0.3m is offset by income reduction
of £0.9m at properties currently being refurbished and
redeveloped.
Joint venture (Jv) income represents our 20.1% share of
net rental income from the properties in the Blackrock
Workspace Jv. income has grown as properties have
been acquired by the Jv with the initial investment phase
completed in October 2012. the portfolio comprised of
16 properties with a rent roll of £7.0m at march 2013.
administrative expenses have increased by 8% (£0.8m) in
the year. Long-term incentive plan costs have increased by
£0.8m as a result of the improved share price performance
alongside a £0.2m increase in salary and bonus costs
offset by net savings of £0.2m in other cost categories.
Net finance costs increased by £0.2m with net debt
increasing by £14m to £328m over the year as a result of
increased capital expenditure but the weighted average
interest cost fell by 0.1% to 5.0% (2012: 5.1%).
18
Workspace Group PLC Annual Report and Accounts 2013
Workspace delivered a total property return over the year
of 13.8%, well ahead of the iPD universe (Quarterly) at
3.2%. this strong performance came from:
– a £36m uplift in value at the core like-for-like properties
from driving increases in occupancy and rent roll (which
is up 10% in the year) with no benefit from movement in
valuation yield, offset by a marginal fall of £1m in the
value of other like-for-like properties; and
– a £24m uplift in value from our refurbishment and
redevelopment activity, mainly in the second half of the
year. there was a £6m increase at each of Grand union
centre, W10 and Bow Enterprise Park, E3 following the
signing of development agreements in October 2012.
there was also an £8m increase at tower Bridge
Business complex, SE16 ahead of achieving planning
consent at this site (subsequently achieved in may 2013)
with a further uplift in valuation expected in the current
financial year.
the other property category represents generally good
quality but small properties, primarily industrial estates,
where the opportunity for Workspace to add premium
operational or brand value is limited.
During the year we realised £13m from the disposal of
six non core properties at a loss of £2m compared to
book value at march 2012. a further three properties
are currently under offer for £8m in line with their book
values at march 2013.
the net initial and equivalent yields of our portfolio as
reported by cBrE are set out below:
at 31 march
Like-for-like
Properties
refurbishment/
redevelopment
total
net initial yield
2013
2012
equivalent yield
2012
2013
7.3%
7.2%
8.1%
8.3%
5.3%
6.9%
6.6%
7.1%
8.1%
8.1%
8.9%
8.4%
the total net initial yield is impacted by the declining yield
at refurbishment and redevelopment properties where we
are running down income. the like-for-like (investment)
net initial yield has softened marginally to 7.3%.
total Estimated rental value (Erv) of the overall portfolio
at march 2013 is £67.4m (march 2012: £65.4m). the Erv
of the like-for-like portfolio is £51.3m up 4.0% in the year
(march 2012: £49.3m). capital value per sq. ft. is £177 up
from £152 at march 2012.
REFURbiSHMENT AcTiViTy
During the year we completed four refurbishments:
– 49,000 sq. ft. refurbishment and two storey roof
extension at canalot Studios (cost: £5m)
– 7,000 sq.ft. side extension at Whitechapel (cost: £2m)
– 9,000 sq.ft. roof extension to chester house at
Kennington Park (cost: £2m)
– 27,000 sq.ft. of new industrial buildings at Leyton,
E10 (cost: £3m)
We have seen good progress with the letting up of the
space at these schemes at pricing levels ahead of our
expectations when these projects were approved. the
rent roll at these four properties at 31 march 2013 was
£0.7m. We would expect to achieve an uplift in rent roll
of £1.2m to £1.9m at current estimated rents once these
schemes reach 90% occupancy.
refurbishment is underway at a further four properties
as shown in table 2.
these properties were valued at £49m at march 2013
with rent roll of £1.9m. £11m of the total estimated capital
expenditure of £30m has been incurred on these projects
to date. We expect to achieve an uplift in rent roll of £3.3m
to £5.2m, at current estimated rents, once these schemes
are completed and have reached 90% occupancy.
TAbLE 1:
PROPERTiES AT 31 MARcH 2013
No of properties
valuation
revaluation surplus
rent roll yield
TAbLE 2:
REFURbiSHMENT AcTiViTy
Westminster (Phase i), SE11
Exmouth house, Ec1
the Pill Box, E2
metal Box Factory, SE1
like-for-like
47
£509m
£36m
7.8%
Estimated
cost
£2m
£4m
£9m
£15m
Core
refurbishment
8
£110m
£4m
4.4%
redevelopment
10
£155m
£20m
2.5%
other
like-for-like
21
£56m
(£1m)
7.6%
Expected
completion
h1 2013
h1 2013
h1 2014
h2 2014
upgraded
area (sq. ft.)
6,000
52,000
–
82,000
New area
(sq. ft.)
5,000
5,000
42,000
20,000
19
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100business
review
cONTiNUED
REDEVELOPMENT AcTiViTy
many of our properties are in areas across London where
there is strong demand for mixed use redevelopment.
these schemes generally require demolition of an existing
building to deliver new residential and commercial space.
We obtain mixed use planning consent and then agree
terms with a residential developer to undertake the
construction at no cost to Workspace. We generally
receive back new commercial space together with a
combination of cash and overage in return for the sale
of the residential component to the developer.
in October 2012 we announced that we had exchanged
contracts for the redevelopment of Grand union, W10
and the first phase of Bow Enterprise, E3:
– at Grand union we will receive back on completion
of the redevelopment a new 60,000 sq.ft. business
centre together with £5.9m of cash that will be paid
over the development period together with overage
on the private residential component.
– at Bow Enterprise we received £11.5m of cash in april
2013 having achieved vacant possession of the site in
six months, and on completion of the redevelopment
we will receive 15,000 sq. ft. of new industrial space
and overage on the private residential component.
We have now signed development agreements for four
redevelopment schemes for a total of 693 residential units
as detailed in table 3.
On these four schemes Workspace will receive a total of
189,000 sq. ft. of new business space, cash of £22m and
overage on the residential component of the schemes.
these properties were valued at £73m at march 2013
with rent roll of £0.3m which will fall to zero during
redevelopment. at current estimated rents and 90%
occupancy we would expect the new business space
to deliver £3.8m of rent roll.
in may 2013 we received planning consent for a further
two mixed use redevelopments:
– at tower Bridge Business complex, SE16 we secured
planning on the northern part of this large 12 acre site
for 800 residential units and 60,000 sq. ft. of new
business space.
– at Faircharm Estate, SE8 we secured planning for
148 residential units and 52,000 sq. ft. of new
business space.
these two properties, together with Bow (Phase 2),
E3 where we have already obtained planning consent
for 290 residential units and 30,000 sq. ft. of business
space were valued at £43m at 31 march 2013 with rent
roll of £1.8m.
cASH FLOW AND FiNANciNG
Our customer payment profile and cash collection
statistics are strong with bad debts in the year of
£0.3m (2012: £0.4m). Net debt has increased by £14m
to £328m over the year due to an acceleration in capital
expenditure on refurbishment projects. a summary of
the movements in cash flow is set out below:
Net cash from operations
Dividends paid
capital expenditure
Property disposals/capital receipts
investment in joint ventures
retail Bond issue
Net repayment of bank borrowings
Other
Net movement in year
Net debt at 31 march 2012
net debt at 31 march 2013
£m
22
(13)
(29)
17
(8)
58
(58)
(3)
(14)
(314)
(328)
TAbLE 3:
REDEVELOPMENT AcTiViTy
Wandsworth, SW18
ScreenWorks, N5
Grand union, W10
Bow (Phase 1), E3
Developer
mount anvil
taylor Wimpey
taylor Wimpey
Peabody
Expected
completion
h2 2014
h1 2014
h1 2015
h2 2015
residential
units
209
72
145
267
commercial
area (sq. ft.)
53,000
61,000
60,000
15,000
cash
–
£5m
£6m
£11m
Other
Overage
Overage
Overage
Overage
20
Workspace Group PLC Annual Report and Accounts 2013at 31 march 2013 the Group had £383m of committed
facilities with an average period to maturity of 2.9 years
and the earliest maturity in June 2015. Details are set
out below:
rBS/hSBc club
Bayern club
retail Bond
total
Drawn
Committed
amount
maturity
Facilities
£125m
£80m Jun 2015
£200m £200m Jun 2015
£58m Oct 2019
£58m
£383m £338m
the refinance extends the weighted average maturity
of our debt at 31 march 2013 from 2.9 years to 7.8 years.
Following the refinance we expect the weighted average
interest rate on our debt (based on the drawn debt at
31 march 2013) to be around 5.4%. it will be necessary
to amend/cancel existing interest rate hedges at an
estimated cost of around £10m.
EPRA NET ASSET VALUE PER SHARE
£
at 31 march 2013 there were £45m of available facilities
and £10m in cash deposits. Overall loan to value was 40%
with good headroom on all of bank and bond covenants.
3.08
0.40
0.12
(0.09)
(0.03)
3.48
Our interest rate hedging is structured to maintain a stable
interest rate over the medium term. at 31 march we had
£210m of fixed rate hedges at 2.9% out to June 2015,
alongside the fixed 6% retail Bond out to October 2019.
the weighted average interest rate on debt in the year
was 5.0% (2012: 5.1%).
During the year we have focused on diversifying our
funding, extending the maturity profile and moving
progressively to an unsecured basis to provide operational
flexibility.
in October 2012 we raised £57.5m from an unsecured
retail Bond issue with a 6.0% coupon and a maturity
date of October 2019. the proceeds were used to repay
secured bank borrowings.
On 10 June 2013 we agreed the refinancing of the Group’s
remaining bank facilities through a combination of:
– the issue of £157.5m of unsecured private placement
notes, £148.5m with a 10 year maturity and £9m with
a seven year maturity;
– unsecured debt of £45m provided by a uK Fund with
a 9/10 year maturity; and
– £150m of unsecured five year bank debt provided by
our core relationship banks, comprising rBS, hSBc
and Santander.
With effect from 1 July 2013 these new unsecured facilities
will replace the existing secured bank facilities. Details on
a pro forma basis of the Group’s facilities from 1 July 2013
are set out below:
Private Placement notes
uK Fund
Private Placement notes
retail Bond
Bank debt
total
Facility
£148.5m
maturity
June 2023
£45m June 2022/2023
June 2020
October 2019
June 2018
£9m
£57.5m
£150m
£410m
March
2012
Valuation
Uplift
Trading
Profit
Dividends
paid
Other
March
2013
EPra net asset value per share at 31 march 2013 was
£3.48 (2012: £3.08), an increase of 13% in the year with
the main movements in net asset value per share
highlighted below:
EPra Nav per share
at 31 march 2012
Property valuation surplus
trading profit after interest
Dividends paid in year
Other
at 31 march 2013
£
3.08
0.40
0.12
(0.09)
(0.03)
3.48
bLAckROck WORkSPAcE PROPERTy TRUST
(bLAckROck JV)
We have a 20.1% interest in Blackrock Jv for which we
also act as property manager receiving management
and performance fees. it was initially seeded with eight
properties sold by Workspace to the Jv in February
2011 for £35m. the fund has acquired a further eight
properties to complete the initial investment phase
(allowing for the future capital expenditure). as at
31 march 2013 the valuation of these properties stood
at £96m, with an underlying increase in the valuation
of 5% (£3m) in the year.
Subsequent to the year end, cam road, Stratford was
sold for £7.6m, a £0.6m surplus to its book value at
march 2013. it is intended to reinvest the proceeds in
further property acquisitions.
21
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100business
review
cONTiNUED
Principal
business risks
risk management is an integral part of our activities and
the day-to-day running of the business. risks are assessed,
discussed and taken into account when deciding upon
future strategy, approving transactions and monitoring
performance. a risk committee is in place to co-ordinate
the risk management process and assists with reporting to
the Board and audit committee. the risk committee also
includes rolling representation from various areas across
the business to help ensure that lower level issues and
risks are captured, reported and dealt with as appropriate.
the process of identifying risks, assessing their impact
and monitoring their likelihood is considered at two levels:
1. strategic risks: these are identified, assessed and
managed by the main board and audit Committee.
cHANGE
REDUcED
STRATEGic RiSk
RiSk AREA:
FiNANciNG
DETAiL
reduced availability and cost
of bank financing resulting in
inability to meet business plans
or satisfy liabilities.
2. operational risks: these are identified, assessed and
managed by executive Committee Directors.
RiSk AREA:
PROPERTy VALUATiON
this segregation ensures that risks related to our strategy
and major decisions are considered at main Board level
and that our level of risk appetite remains appropriate.
Day-to-day operational risks are more closely reviewed and
managed by the Executive team and senior management.
DETAiL
value of our properties declining
as a result of macroeconomic
environment, external market,
or internal management factors.
NO cHANGE
investment market mood monitoring.
risk registers are maintained by the main Board for
strategic risks and by the Executive committee for
operational risks. the absolute levels of risk, the net levels
of risk taking into account mitigating controls and the
appropriate level of risk appetite are reviewed regularly.
high rated risks identified in the registers are regularly
reviewed by the Board, audit and Executive committees.
Details of our principal strategic risks and the mitigating
activities in place to reduce these risks are set out to
the right.
RiSk AREA:
OccUPANcy
NO cHANGE
DETAiL
Demand by businesses for our
space declining as a result of social,
economic or competitive factors.
RiSk AREA:
LONDON
NO cHANGE
DETAiL
changes in the political, infrastructure
and environmental dynamics of
London lead to reduced demand
for space from businesses.
RiSk AREA:
DEVELOPMENT
NO cHANGE
understanding of planning environment and use of
appropriate advisers.
DETAiL
impact to underlying income and
capital performance due to:
− adverse planning rulings.
− construction cost
and timing overrun.
− Lack of demand for developments.
22
MiTiGATiNG AcTiViTiES
Funding requirements for business plans reviewed
regularly and options for alternative sources of
funding monitored.
range of banking relationships maintained, refinancing
strategy reviewed regularly.
interest rate hedging policy in place to minimise exposure
to short-term rate fluctuations.
example of actions undertaken in 2012/13:
– the group raised £57.5m funding via a retail bond
issue in october 2012. this widened our financing
arrangements and also extended our debt maturity.
market yields and pricing of property transactions
monitored closely across the London market.
alternative use opportunities pursued across the portfolio
and planning consent progressed.
Sufficient headroom on Loan to value banking covenants
is maintained and reviewed.
Weekly monitoring of occupancy levels, demand, pricing
and reasons for customers vacating at each property and
exit interviews conducted.
On-site staff maintain regular contact with customers
and local monitoring of competitors offering space.
Extensive marketing using the Workspace brand.
Flexibility offered on deals by dedicated in-house
marketing and letting teams.
regular monitoring of the London economy, research
reports and the commissioning of relevant research.
regular meetings with the GLa and London Boroughs.
Detailed development analysis and appraisal undertaken,
sensitivity and risk scenarios considered.
Board level discussion and approval prior to project
commitment.
contract structuring to reduce/eliminate build risk.
example of actions undertaken in 2012/13:
– as the extensive development programme continues,
improvements have been made to monthly reporting
of progress on costs and timings to the board of each
project underway.
– enhanced reporting of progress of letting up and
pricing for completed projects with comparison
against original appraisals.
Workspace Group PLC Annual Report and Accounts 2013
cHANGE
REDUcED
STRATEGic RiSk
RiSk AREA:
FiNANciNG
DETAiL
reduced availability and cost
of bank financing resulting in
inability to meet business plans
or satisfy liabilities.
RiSk AREA:
PROPERTy VALUATiON
DETAiL
value of our properties declining
as a result of macroeconomic
environment, external market,
or internal management factors.
RiSk AREA:
OccUPANcy
DETAiL
Demand by businesses for our
space declining as a result of social,
economic or competitive factors.
NO cHANGE
NO cHANGE
RiSk AREA:
LONDON
DETAiL
changes in the political, infrastructure
and environmental dynamics of
London lead to reduced demand
for space from businesses.
DETAiL
impact to underlying income and
capital performance due to:
− adverse planning rulings.
− construction cost
and timing overrun.
− Lack of demand for developments.
MiTiGATiNG AcTiViTiES
Funding requirements for business plans reviewed
regularly and options for alternative sources of
funding monitored.
range of banking relationships maintained, refinancing
strategy reviewed regularly.
interest rate hedging policy in place to minimise exposure
to short-term rate fluctuations.
example of actions undertaken in 2012/13:
– the group raised £57.5m funding via a retail bond
issue in october 2012. this widened our financing
arrangements and also extended our debt maturity.
NO cHANGE
investment market mood monitoring.
market yields and pricing of property transactions
monitored closely across the London market.
alternative use opportunities pursued across the portfolio
and planning consent progressed.
Sufficient headroom on Loan to value banking covenants
is maintained and reviewed.
Weekly monitoring of occupancy levels, demand, pricing
and reasons for customers vacating at each property and
exit interviews conducted.
On-site staff maintain regular contact with customers
and local monitoring of competitors offering space.
Extensive marketing using the Workspace brand.
Flexibility offered on deals by dedicated in-house
marketing and letting teams.
regular monitoring of the London economy, research
reports and the commissioning of relevant research.
regular meetings with the GLa and London Boroughs.
RETAiL bOND iSSUE
Workspace launched a retail Bond in October 2012,
successfully raising £57.5m.
RiSk AREA:
DEVELOPMENT
NO cHANGE
understanding of planning environment and use of
appropriate advisers.
ENHANcED REPORTiNG PROcEDURES
Our development team report directly to the Board on
costs and programme of all larger developments.
Detailed development analysis and appraisal undertaken,
sensitivity and risk scenarios considered.
Board level discussion and approval prior to project
commitment.
contract structuring to reduce/eliminate build risk.
example of actions undertaken in 2012/13:
– as the extensive development programme continues,
improvements have been made to monthly reporting
of progress on costs and timings to the board of each
project underway.
– enhanced reporting of progress of letting up and
pricing for completed projects with comparison
against original appraisals.
23
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100
business
review
cONTiNUED
PRiNciPAL bUSiNESS RiSkS
cONtiNuED
STRATEGic RiSk
RiSk AREA:
iNVESTMENT
DETAiL
underperformance due to
inappropriate strategy of:
− timing of disposal decisions.
− acquisitions timing.
− Non achievement of
expected returns.
RiSk AREA:
TRANSAcTiONAL
DETAiL
Joint ventures or other ventures
with third parties do not deliver
the expected return.
cHANGE
NO cHANGE
MiTiGATiNG AcTiViTiES
regular monitoring of asset performance and positioning
of portfolio.
plans analysis.
target returns.
acquisition due diligence appraisal and business
regular monitoring of acquisition performance against
NO cHANGE
review and monitoring of potential joint ventures
before agreed.
RiSk AREA:
REGULATORy
NO cHANGE
rEit conditions monitored and tested on a regular basis
and reported to the Board.
DETAiL
Failure to meet regulatory requirements
leading to fines or penalties or the
introduction of new requirements
that inhibit activity.
RiSk AREA:
bUSiNESS iNTERRUPTiON
DETAiL
major external events result in
Workspace being unable to carry out
its business for a sustained period.
REDUcED
continuing monitoring of security threat.
RiSk AREA:
REPUTATiONAL
DETAiL
Failure to meet customer and external
stakeholder expectations.
NO cHANGE
customer survey undertaken and results acted upon.
training and mystery shopper initiatives undertaken.
regular communication with stakeholders.
requirements for business plans are reviewed regularly.
regular review of performance of joint ventures
throughout term.
example of actions undertaken in 2012/13:
– bwpt joint venture has acquired five properties
during 2012/13 taking the total portfolio to 16.
– the trust is meeting key objectives and the portfolio is
performing well, with regular meetings and monitoring
of performance.
close working relationship maintained with appropriate
authorities and all relevant issues openly disclosed.
advisers engaged to support best practice operation.
Business continuity plans and procedures in place and
regularly tested.
example of actions undertaken in 2012/13:
– moved to a Data Centre with increased resilience.
– hourly replication of data to our business Continuity
site with the ability to rapidly redirect services
when required.
– Creation of a readily available business Continuity
office at southbank house.
bUSiNESS cONTiNUiTy
this year we have established a new Business continuity
office at Southbank house, SE1 7SJ.
24
Workspace Group PLC Annual Report and Accounts 2013
strAtegiC risk
risk AreA:
investMent
detAiL
Underperformance due to
inappropriate strategy of:
− Timing of disposal decisions.
− Acquisitions timing.
− Non achievement of
expected returns.
detAiL
Joint ventures or other ventures
with third parties do not deliver
the expected return.
ChAnge
no ChAnge
MitigAting ACtivities
Regular monitoring of asset performance and positioning
of portfolio.
Acquisition due diligence appraisal and business
plans analysis.
Regular monitoring of acquisition performance against
target returns.
risk AreA:
trAnsACtionAL
no ChAnge
Review and monitoring of potential joint ventures
before agreed.
Requirements for business plans are reviewed regularly.
Regular review of performance of joint ventures
throughout term.
Example of actions undertaken in 2012/13:
– BWPT joint venture has acquired five properties
during 2012/13 taking the total portfolio to 16.
– The trust is meeting key objectives and the portfolio is
performing well, with regular meetings and monitoring
of performance.
LLoyds Avenue, eC3n 3AX
One of the five new buildings acquired this year through
the BWPT joint venture.
risk AreA:
reguLAtory
detAiL
Failure to meet regulatory requirements
leading to fines or penalties or the
introduction of new requirements
that inhibit activity.
risk AreA:
Business interruPtion
detAiL
Major external events result in
Workspace being unable to carry out
its business for a sustained period.
no ChAnge
REIT conditions monitored and tested on a regular basis
and reported to the Board.
Close working relationship maintained with appropriate
authorities and all relevant issues openly disclosed.
Advisers engaged to support best practice operation.
reduCed
Continual monitoring of security threat.
Business Continuity plans and procedures in place and
regularly tested.
Example of actions undertaken in 2012/13:
– Moved to a Data Centre with increased resilience.
– Hourly replication of data to our Business Continuity
site with the ability to rapidly redirect services
when required.
– Creation of a readily available Business Continuity
office at Southbank House.
risk AreA:
rePutAtionAL
detAiL
Failure to meet customer and external
stakeholder expectations.
no ChAnge
Customer survey undertaken and results acted upon.
Training and mystery shopper initiatives undertaken.
Regular communication with stakeholders.
25
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100
Key property
statistiCs
workspace group portfolio
Property valuation
Number of estates
Lettable floorspace (million sq. ft.)†
Number of lettable units
Erv
cash rent roll of occupied units
average rent per sq. ft.
Overall occupancy
Like-for-like lettable floor space (million sq. ft.)
Like-for-like cash rent roll
Like-for-like average rent per sq. ft.
Like-for-like occupancy
blackrock workspace property trust
Property valuation
Number of estates
Lettable floorspace (million sq. ft.)†
Erv
cash rent roll of occupied units
average rent per sq. ft.
Overall occupancy
† Excludes storage space
quarter
ending
31 march
2013
Quarter
ending
31 December
2012
Quarter
ending
30 September
2012
Quarter
ending
30 June
2012
Quarter
ending
31 march
2012
£830m
86
4.7
4,626
£67.4m
£52.7m
£12.98
87.0%
3.7
£45.5m
£13.75
89.8%
£96m
16
0.5
£8.4m
£7.0m
£14.20
90.4%
£799m
90
4.8
4,607
£66.7m
£51.0m
£12.33
87.0%
3.7
£43.8m
£13.22
89.9%
£94m
16
0.5
£8.4m
£7.0m
£14.47
88.4%
£781m
90
4.8
4,639
£65.3m
£50.5m
£12.30
84.6%
3.7
£43.1m
£13.12
89.0%
£77m
13
0.5
£6.9m
£5.3m
£13.07
89.3%
£773m
91
4.9
4,643
£65.1m
£50.5m
£12.02
85.5%
3.7
£42.6m
£13.02
88.6%
£69m
12
0.5
£6.2m
£4.7m
£11.36
88.5%
£760m
92
5.0
4,668
£65.4m
£50.2m
£11.79
85.3%
3.7
£41.7m
£12.90
87.7%
£62m
11
0.4
£5.5m
£4.7m
£11.82
89.8%
26
Workspace Group PLC Annual Report and Accounts 2013
governanCe, FinanCial
statements anD
shareholDer inFormation
review of operations
Governance
Financial statements
Shareholder information
01-26
27-61
62-95
96-100
GOVERNANcE
28 Chairman’s Introduction
30 The Board and Executive Committee
32 Report of the Directors
35 Corporate Governance Report
45 Directors’ Remuneration Report
61 Directors’ Responsibilities
FiNANciAL STATEMENTS
62
Independent Auditors’ Report to the Members
of Workspace Group PLC
63 Consolidated Income Statement
63
64
65
66
67 Notes to the Financial Statements
91
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Independent Auditors’ Report to the Members
of Workspace Group PLC (Parent Company)
Notes to the Parent Company Financial Statements
92 Parent Company Balance Sheet
93
95 Five-Year Performance
95 Key Performance Indicators
SHAREHOLDER iNFORMATiON
96 Property Portfolio
99
100 Glossary of Terms
Investor Information
27
Workspace Group PLC Annual Report and Accounts 2013governance
chairman’s introduction
daniel Kitchen
ChAIRMAN
Good governance, based
on robust practices and
processes, is a fundamental
part of being a responsible
business.
The Board of Workspace is committed to maintaining
a high standard of corporate governance in terms of
leadership, remuneration matters, accountability, and in
our relationship with our shareholders, all as identified
by the UK Corporate Governance Code.
We believe that good governance, based on robust
practices and processes, is a fundamental part of being
a responsible business.
BOARD APPOINTMENTS AND SUCCESSION
In order to implement our strategy successfully, the
Board monitors and reviews succession planning and
development requirements for key Executives and senior
managers across the Company.
Consequently, since last year’s report, we have
welcomed two new Non-Executive Directors to our
Board. In February 2013, we announced the appointment
of Chris Girling. Chris was previously Finance Director at
Carillion PLC and in recognition of his background and
extensive experience it is intended that he will succeed
Bernard Cragg as Chairman of the Audit Committee in
due course. In May 2013 we appointed Damon Russell, the
Chairman of New Telecom Express Group, an interactive
media service provider. Damon brings over 20 years of
experience across the telecommunications, internet,
digital and media sectors.
As I explained last year, Bernard Cragg will remain as a
Board Director until the Annual General Meeting in 2014.
We have been mindful to ensure that a certain level of
continuity is retained given the Board changes last year
and of course the experience and skills required in
performing the role of Chair of the Audit Committee
and Senior Independent Director.
After nine years on the Board, John Bywater will be
retiring at this year’s Annual General Meeting and we
would like to thank him for his valued contribution to
the Board’s activities over the years and in his role as
Chairman of the Remuneration Committee.
28
Workspace Group PLC Annual Report and Accounts 2013
We continue to review and monitor Board and
Board Committee composition against our skills and
experience requirements and expect to appoint one
further Non-Executive Director this year. We recognise
the benefits of diversity of skills, gender, knowledge and
independence and we will continue to ensure that this is
taken into account when considering any particular
appointment. The Company’s policy remains that selection
should be based on the best person for the role. We will
continue to review candidates from a wide range of
backgrounds with our foremost priority being to ensure
that we appoint the most appropriate individuals and
maintain our merit-based approach to recruitment.
In accordance with the UK Corporate Governance
Code, all of the Directors have submitted themselves for
re-election at the Annual General Meeting. This practice
will continue at the Annual General Meeting in 2013.
BOARD AND COMMITTEE PERFORMANCE
In the previous financial year, we conducted our annual
evaluation of the Board and Committee performance
through an independent external consultancy. This year,
the evaluation was conducted by me with support from
the Company Secretary. The process covered Board,
Committee and personal performance and the output was
reviewed by the Board. The process confirmed that the
Board and its Committees continued to work effectively.
COMMUNICATION WITH SHAREHOLDERS
Communication with shareholders is given a high
priority by the Board. During the year, the Remuneration
Committee reviewed the remuneration structure in place
at Workspace. As part of its review, the Committee
identified some modifications for long-term incentive
arrangements. These were discussed with the Company’s
largest shareholders.
When the Company announces its annual and half year
results, the Chief Executive Officer, and Chief Financial
Officer make presentations to institutional investors
and analysts and hold one-to-one briefings with key
shareholders. In addition, I am available to meet with
shareholders if they wish to raise any matters separately.
DANIEL KITCHEN
ChAIRMAN
CORPORATE GOvERNANCE STRUCTURE
I n v e stment
C o mmittee
E
age m e nt
enior
S
n
a
M
c
t i v e
u
t e e
m m i t
e 3 7
g
p a
E x e
C o
x
t
A
u
e
r
d
n
i
t
a
R
e
c
E
x
r
t
u
e
i
r
t
n
m
a
e
l
n
t
The Board
t
i
d
u
A
e
e
t
t
i
m
m
o
C
2
4
e
g
a
p
N
o
m
i
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a
t
i
C
o
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m
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a
g
e
i
t
t
o
3
e
n
7
e
s
R
e
m
C
o
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uneration
mittee
page 38
A
dvisors
k
R i s
C o m m itt e e
o
l
r
e
c
n
a
n
Fi
29
Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100Workspace Group PLC Annual Report and Accounts 2013
the Board and
eXecutive committee
THE BOARD
1. Daniel Kitchen
Appointment: Non-Executive Chairman
committee memBershiPs:
Chairman of the Nominations Committee and
a member of the Remuneration Committee.
BacKground and relevant
eXPerience:
Daniel Kitchen was appointed to the Board
on 6 June 2011 and subsequently took on
the role as Chairman in July 2011. He was
previously Deputy Chief Executive at Heron
International plc and prior to that was
Finance Director at Green Property for
eight years. He retired as Non-Executive
Chairman of Irish Nationwide Building
Society in July 2011 and as Non-Executive
Director of Kingspan Group PLC in
May 2012.
current eXternal aPPointments:
He is currently Non-Executive Chairman
of Key Capital Real Estate Ltd and a
Non-Executive Director of LXB Retail
Properties PLC, Irish Takeover Panel Limited
and Governor of St Patrick Hospital in Dublin.
2. JaMie hOPKinS
Appointment: Chief Executive Officer
BacKground and relevant
eXPerience:
Jamie Hopkins was appointed to the Board
as a Non-Executive Director in June 2010
then subsequently took on the role as Chief
Executive on 1 April 2012. He was previously
Chief Executive and a Non-Executive Director
of Mapeley PLC and a Director of Chester
Properties. Prior to that, Jamie was a Director
of Delancey Estates and Savills.
current eXternal aPPointments:
Jamie is a Member of the Corporate Board
of Great Ormond Street Hospital
Children’s Charity.
3. GRahaM cleMett BSc, aca
Appointment: Chief Financial Officer
BacKground and relevant
eXPerience:
Graham Clemett joined the Board as Finance
Director in July 2007. Previously he was
Finance Director for UK Corporate Banking
at RBS Group PLC where he worked for a
period of five years. Prior to that, Graham
spent eight years at Reuters Group PLC,
latterly as Group Financial Controller.
4. MaRia MOlOneY PhD, B.leG.Sci,
D.UniV, M.Phil (laW)
Appointment: Non-Executive Director
committee memBershiPs:
Member of the Audit, Remuneration and
Nominations Committees.
BacKground and relevant
eXPerience:
Maria Moloney was appointed to the
Board in May 2012. She was previously on the
Board of the Belfast Harbour Commissioners,
the Industrial Development Board for
Northern Ireland and the Northern Ireland
Transport Holdings.
current eXternal aPPointments:
Maria, a lawyer, is currently a Non-Executive
Director of the Broadcasting Authority
of Ireland in Dublin and a Trustee of the
N. Ireland Cancer Centre in Belfast.
5. JOhn BYWateR FRicS
Appointment: Non-Executive Director
committee memBershiPs:
Chairman of the Remuneration Committee
and a member of the Audit and Nominations
Committees.
BacKground and relevant
eXPerience:
John Bywater was appointed to the Board in
June 2004. He was previously an Executive
Director of Hammerson PLC and retired in
March 2007.
current eXternal aPPointments:
He is Managing Director of Caddick
Developments Ltd, a Non-Executive Director
of Canal and River Trust (formerly British
Waterways) and Realis Estates, a private
property company; a Non-Executive of Low
Carbon Workspace Limited and a Trustee of
Opera North.
1.
2.
3.
4.
5.
30
Workspace Group PLC Annual Report and Accounts 20136. BeRnaRD cRaGG BSc, aca
Appointment: Senior Independent
Non-Executive Director
committee memBershiPs:
Chairman of the Audit Committee and
a member of the Remuneration and
Nominations Committees.
BacKground and relevant
eXPerience:
Bernard Cragg was appointed to the Board
in June 2003. He was previously Chairman
of Datamonitor PLC and i-mate PLC, and
a Non-Executive Director of Bristol & West
PLC. He was formerly Group Finance
Director and Chief Financial Officer of Carlton
Communications PLC and a Non-Executive
Director of Arcadia PLC.
current eXternal aPPointments:
He is a Non-Executive Director of Astro
Overseas Limited and Astro Malaysia Holdings
SDN BHD and the Senior Independent
Director of Mothercare PLC and Progressive
Digital Media PLC. He is also Deputy Chairman
and Senior Independent Non-Executive
Director of Alternative Networks PLC.
7. DaMOn RUSSell
Appointment: Non-Executive Director
BacKground and relevant
eXPerience:
Damon is currently Chairman of New Telecom
Express Group, an interactive media service
provider, and has more than 20 years’
experience in the industry. He co-founded the
company in 1989 and has been responsible for
key client relationships and the business’
sales strategy since its inception. Telecom
Express was sold to AMV BBDO, part of the
Omnicom Group, in 1998. In 2004, Damon
led a successful management buyout. He also
holds advisory roles for a number of smaller
companies in the digital media sector.
8. caRMelina caRFORa FciS
Appointment: Company Secretary
BacKground and relevant
eXPerience:
Carmelina Carfora was appointed
Company Secretary in March 2010. She
was previously Group Company Secretary
of Electrocomponents Plc. She has also
worked in the construction industry and
for a consultancy firm offering company
secretarial services.
9. chRiS GiRlinG
Appointment: Non-Executive Director
committee memBershiPs:
Member of the Audit, Remuneration and
Nominations Committees.
BacKground and relevant
eXPerience:
Chris Girling was appointed to the Board in
February 2013. He was previously Group
Finance Director of Carillion PLC.
current eXternal aPPointments:
Chris is currently a Non-Executive Director
and Chairman of the Audit Committees of
Elementis PLC and Keller PLC and a
Non-Executive Director of Arco Limited.
EXECUTIvE COMMITTEE
10. anGUS BOaG MSc cenG Mice
Appointment: Development Director
BacKground and relevant
eXPerience:
Angus Boag joined the Group in June 2007
as Development Director. He has extensive
experience in property and construction
management and was a principal consultant
at PA Consulting Group. Prior to joining the
Group he was at Manhattan Loft Corporation
for 12 years joining as Development Director
and then being appointed as Managing
Director in 2001.
11. chRiS PieROni Ba (hOnS) MSc (ecOn)
PhD (cantaB) acSi
Appointment: Operations Director
BacKground and relevant
eXPerience:
Chris Pieroni joined the Group as Operations
Director in October 2007. Chris is responsible
for asset management, marketing,
professional services, brand and business
development. Prior to joining Workspace,
he worked at KPMG specialising in real
estate and infrastructure finance. He began
his professional career teaching economics
at Cambridge University. Chris was a
Non-Executive Director of the Group from
2000 until his retirement from the Board in
August 2006.
6.
7.
8.
9.
10.
11.
Workspace Group PLC Annual Report and Accounts 2013
31
Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100rePort oF the
directors
CARMELINA CARFORA
Company Secretary
The Directors present their report on the affairs of the
Group together with the audited financial statements for
the year ended 31 March 2013. The Business Review and
all other sections of the annual report, to which cross
reference is made, are incorporated into the Report of the
Directors by reference.
PRINCIPAL ACTIvITY AND BUSINESS REvIEW
The Group is engaged in property investment in the
form of letting of business accommodation to new and
growing companies located in and around London.
At 31 March 2013 the Company had 12 active subsidiaries,
six of which are property investment companies owning
properties in Greater London. The other six include:
Workspace Management Limited which acts as manager
for all the Group’s property investment companies and
the BlackRock Workspace Property Trust; Workspace
16 (Jersey) Limited which invests in the BlackRock
Workspace Property Trust; LI Property Services
Limited which procures insurance on behalf of the
Group; and Anyspacedirect.co.uk Limited which
operates a web-based service for businesses in search
of commercial space to rent in the UK. Workspace
holdings Limited and Workspace Glebe Limited are
intermediate holding companies. A full list of the
Company’s trading subsidiaries appears on page 89.
Significant events which occurred during the year are
detailed in the Chairman’s Statement on page 4, the
Chief Executive Officer’s Strategic Review on page 6 and
the Business Review on pages 16 to 25.
BUSINESS REvIEW AND FUTURE DEvELOPMENTS
The Business Review requires a detailed review of the
business of the Group, the development and performance
of the Company during the year and at the year end and
of its strategy and prospects, including an analysis using
key performance indicators.
This information, together with a description of the
principal risks and uncertainties facing the Company,
details of the Company’s health and safety policies and
its environmental and corporate responsibility activities
can be found on pages 1 to 26 and page 34.
32
CORPORATE GOvERNANCE
The Company and the Group are committed to high
standards of corporate governance, details of which
are given in the Chairman’s Governance Introduction on
pages 28 and 29 and the Corporate Governance Report
on pages 35 to 44 and in the Directors’ Remuneration
Report on pages 45 to 60.
PROFIT AND DIvIDENDS
The Group’s profit after tax for the year attributable
to shareholders amounted to £76.4m (2012: £49.0m).
The interim dividend of 3.22p (2012: 2.93p) was paid in
February 2013 and the Board is proposing to recommend
the payment of the final dividend of 6.45p (2012: 5.86p)
per share to be paid on 2 August 2013 to shareholders
whose names are on the Register of Members at the close
of business on 12 July 2013. This makes a total dividend of
9.67p (2012: 8.79p) for the year.
GOING CONCERN
The Group’s activities, strategy and performance are
explained in the Chief Executive Officer’s Strategic Review
and Our Strategy on pages 6 to 9 and the Business
Review on pages 16 to 25.
Further detail on the financial performance and financial
position of the Group is provided in the financial
statements on pages 63 to 90.
The Directors, having made appropriate enquiries,
have a reasonable expectation that the Group and
the Company have adequate resources and sufficient
headroom on the Group’s debt facilities to continue
in operational existence for the foreseeable future. For
this reason, the Directors believe that it is appropriate to
continue to adopt the going concern basis in preparing
the Group’s accounts.
LAND AND BUILDINGS
The Group’s fixed assets are mainly investment properties
of £825.9m (2012: £759.3m). The Group’s investment
properties have been independently valued by CBRE
Limited, Chartered Surveyors, at 31 March 2013 at open
market value.
DIRECTORS
With the exception of Maria Moloney, Chris Girling
and Damon Russell who were appointed as Directors
on 22 May 2012, 7 February 2013 and 29 May 2013
respectively, the Directors of the Company all held
office throughout the year. The current Directors are
shown on pages 30 and 31.
All the Directors will retire at the Annual General Meeting
and, being eligible, will offer themselves up for election
or re-election.
Workspace Group PLC Annual Report and Accounts 2013DIRECTORS’ INDEMNITIES
As permitted under the Companies Act 2006 and the
Company’s Articles of Association, the Company has
executed a Deed Poll under which it will indemnify its
Directors, subject to certain limitations and as permitted
by law, for liabilities incurred in connection with their
appointment as a Director and in certain circumstances
fund a Director’s expenditure on defending criminal or civil
proceedings brought against the Director in connection
with their position as a Director of the Company or of any
Group Company.
The indemnity provision was in force during the year and
at the date of approval of the financial statements.
DIRECTORS’ CONFLICT OF INTEREST
No Director had, during the year, any beneficial interest
in any contract significant to the Company’s business,
other than a contract of employment.
Details of the Directors’ shareholdings and options over
shares are provided on pages 58 to 60.
The Company has procedures in place for managing
conflicts of interest. Should a Director become aware
that they, or their connected parties, have an interest in an
existing or proposed transaction with Workspace Group
PLC, they are required to notify the Board in writing or at
the next Board Meeting.
EMPLOYMENT POLICIES
The Group values highly the commitment of its employees
and has maintained its practice of communicating
business developments to them in a variety of formats.
Furthermore, the Group has implemented a series of
Director-led staff briefings designed to keep employees
well informed of the performance and objectives of the
Group. These briefings are held regularly and serve as
an informal forum for employees to ask questions about
the Company.
Employees are appraised regularly. The appraisal process
has been designed to link closely with the business
planning process and provides employees with a clear
set of business and personal objectives.
Share Schemes are a long-established and successful part
of our total reward package, encouraging and supporting
employee share ownership. In particular, all employees are
invited to participate in the Company’s Savings Related
Share Option Scheme (‘SAYE’). During the year all
employees were also able to participate in the Approved
Share Incentive Plan (‘SIP’).
The Group is committed to an active Equal Opportunities
Policy from recruitment and selection, through training
and development, performance reviews and promotion.
All decisions relating to employment practices are
objective, free from bias and based solely upon work
criteria and individual merit. The Company is responsive to
the needs of its employees, customers and the community
at large. We are an organisation which uses everyone’s
talents and abilities, where diversity is valued.
The Group remains supportive of the employment
and advancement of disabled persons and ensures
its promotion and recruitment practices are fair
and objective.
SHARE CAPITAL AND CONTROL
Full details of share options and awards under the terms
of the Company’s share incentive plans can be found on
pages 85 to 88.
Other relevant requirements from the takeover
directive are included elsewhere in the Report of the
Directors, the Corporate Governance Report, the
Directors’ Remuneration Report and the notes to the
Group and Company financial statements. There are
no agreements in place between the Group and its
employees or Directors for compensation for loss of office
or employment that occur because of a takeover bid.
As at 31 March 2013, the Company’s issued share capital
comprised of a single class of 144,936,155 ordinary shares
of £1.00 each. Details of the Company’s issued share
capital are set out on page 84.
SUBSTANTIAL SHAREHOLDINGS IN THE COMPANY
As at 31 March 2013, the Company has been notified, in
accordance with the FSA Disclosure and Transparency
Rules of the following interests in the voting rights of
the Company:
Mr S N Roditi
BlackRock Inc
Standard Life Investments
F&C Asset Management Plc
Invesco Perpetual
Legal & General Investment
Management
Aberforth Partners
NBIM
Number
of Shares
38,880,258
16,475,156
8,726,570
8,091,140
7,830,749
6,285,840
6,084,364
4,840,332
Percentage
held
26.83
11.37
6.02
5.58
5.40
4.34
4.20
3.34
As at 31 May 2013, the Company has been notified, in
accordance with the FSA Disclosure and Transparency
Rules of the following interests in the voting rights of
the Company:
Mr S N Roditi
BlackRock Inc
Standard Life Investments
Invesco Perpetual
F&C Asset Management Plc
Legal & General Investment
Management
NBIM
Number
of Shares
38,880,258
16,347,524
10,322,479
7,587,941
7,130,851
5,871,178
5,741,430
Percentage
held
26.83
11.28
7.12
5.24
4.92
4.05
3.96
Mr Roditi’s shareholding is held via a number of different
trusts and legal entities.
33
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CONTINUED
POLITICAL AND CHARITABLE CONTRIBUTIONS
The Group made no political contributions during the
year (2012: £nil). Charitable contributions within the UK
amounted to £45,940 (2012: £43,824) principally through
rental concessions.
INDEPENDENT AUDITORS
The auditors, PricewaterhouseCoopers LLP (‘PwC’), have
indicated their willingness to continue in office and a
resolution that they will be reappointed will be included
as ordinary business at the Annual General Meeting.
ANNUAL GENERAL MEETING
The 27th Annual General Meeting of the Company will be
held at Chester house, Kennington Park, 1-3 Brixton Road,
London SW9 6DE on Thursday 25 July 2013 at 11.00am.
Accompanying this report is the Notice of the Annual
General Meeting, which sets out the resolutions to be
considered and approved at the meeting.
By order of the Board
CARMELINA CARFORA
COMPANY SECRETARY
11 June 2013
HEALTH AND SAFETY
We are committed to health and safety best practice as
an integral part of our business activities and our drive
for high performance.
The Group’s policy is to provide and maintain safe and
healthy working conditions, equipment and systems of
work for all its employees and to provide such information,
training and supervision as they need for this purpose.
Whilst all employees of the Group have a responsibility
in relation to health and safety matters, certain staff have
been designated ‘workplace’ responsibilities or other
co-ordinating responsibilities throughout the Group,
and ultimately, at Board level, the Chief Executive Officer
has overall responsibility.
PURCHASING POLICIES AND PAYMENTS
The Group tries, wherever possible, to procure from
within its own customer base providing customers are
competitive on price and quality. The Group’s policy
is that, unless agreed otherwise at the time of the
transaction, its own payments to others for goods and
services received are made on average within a month
of the date of invoice.
During the year to 31 March 2013 the Group’s average
payment term from the date of invoice was 29 days
(2012: 33 days). The Parent Company has made no
trade purchases.
FINANCIAL RISK MANAGEMENT
The financial risk management objectives and policies
of the Company are set out in note 17 to the financial
statements and in the Corporate Governance section
of this report on pages 43 and 44.
DISCLOSURE OF INFORMATION TO AUDITORS
The Directors who held office at the date of approval of
this Report of the Directors confirm that, so far as they are
each aware there is no relevant information of which the
Group’s auditors are unaware; and each Director has taken
all the steps that they ought to have taken as Directors to
make themselves aware of any relevant audit information
and to establish that the Group’s auditors are aware of
that information.
34
Workspace Group PLC Annual Report and Accounts 2013corPorate
governance rePort
CORPORATE GOvERNANCE PRINCIPLES AND
COMPLIANCE STATEMENT
The Board is committed to maintaining high standards
of corporate governance and we support and apply the
principles of good governance advocated by the UK
Corporate Governance Code (the Code). The Board works
with honesty and integrity which it considers are vital to
building a sustainable business for all of our stakeholders.
COMPLIANCE WITH THE UK CORPORATE
GOvERNANCE CODE
It is the Board’s view that the Group has been fully
compliant with the Code throughout the year ended
31 March 2013. The application of the principles contained
in the Code is described below. Detailed reports on
Directors’ remuneration and the Audit Committee can
be found on pages 45 to 60 and pages 42 to 44.
The Board believes that implementing a robust
governance and corporate social responsibility framework
in which appropriate management structures, processes
and safeguards are adopted and are transparently
communicated to shareholders is essential in aiding
sustainable long-term economic performance.
CORPORATE GOvERNANCE STRUCTURE
The Board is responsible to shareholders for the strategic
direction of the Group and the stewardship of its activities.
The Board has a number of standing committees to
which specific responsibilities have been delegated and
for which written terms of reference have been agreed.
LEADERSHIP
CORPORATE GOvERNANCE STRUCTURE
THE BOARD
– Establish the core values and standards which are implemented by Workspace’s governance framework and operational activities.
– Set Workspace’s business strategy and business objectives in order to create long-term value for shareholders.
– Ensure that the necessary resources are available to fulfil Workspace’s strategic objectives.
– Review and monitor performance against its business objectives and consider any associated risk factors which may adversely impact the business at large.
EXECUTIvE
COMMITTEE
– Address Group-wide issues and initiatives.
– Review and approve capital expenditure,
disposals and certain property acquisitions
within established levels of authority.
– Monitor the operating and financial results
against plans and budgets.
– Review the effectiveness of risk
management and control procedures.
REMUNERATION
COMMITTEE
– Oversee all aspects
of remuneration for
Executive Directors.
– Recommend
the Chairman’s
remuneration.
– Consider
remuneration policy
and practices of
the workforce.
NOMINATIONS
COMMITTEE
– Assess what new
skills, knowledge
and experience
are required on
the Board.
– Recommend to the
Board candidates
for appointment as
Executive and
Non-Executive
Directors (‘NEDs’)
of the Group.
– Consider succession
policies and talent
management.
AUDIT
COMMITTEE
– Ensure the integrity of financial reporting and audit processes.
– Ensure maintenance of a sound internal control
and risk management system.
– Review and monitor the external auditors independence,
objectivity and effectiveness of the audit process.
– Establish and implement the policy on non-audit services.
ADvISORS
– Advise on all
aspects of executive
remuneration and
aspects associated
with the LTIP.
– Advise on
administration and
the tax treatment
of share option
schemes and
deferred share
awards.
EXTERNAL
AUDITOR
– Audit and express
an opinion on the
financial statements
in accordance with
applicable law and
International
Standards on
Auditing
(UK and Ireland).
FINANCE
– Produce the
interim and annual
financial reports
and associated
announcements.
– Establish and
monitor financial
processes of
control and cash
management.
RISK
COMMITTEE
– Review and
identify risks
facing the Group.
– Ensure that
appropriate
controls are in
place to review
each issue raised.
– Provides reports
to the Audit
Committee.
SENIOR
MANAGEMENT
– Assist the Executive
Committee in
the running of
day-to-day
operations in line
with Group strategy.
– Review and track
major initiatives.
– Attend regular
meetings with the
Executive
Committee to
review performance
and operational
activity.
INvESTMENT
COMMITTEE
– Approve any
acquisition or
disposal of
investment property
assets.
EXTERNAL
RECRUITMENT
– Advise and assist
the Committee in
the search for
appropriate
candidates.
– Advise and assist
the Nominations
Committee in
increasing the
effectiveness of the
Board and ensure
that diversity
continues to be a
major factor in
profiling candidates.
– Review and monitor
integration plans for
acquisitions.
– Approve and
monitor
development
contracts.
– Approve and
monitor asset
management
property
improvements.
– Make
recommendations
to the Board for
its approval of any
business initiative
with a value of
more than £2m.
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governance rePort
CONTINUED
THE BOARD
The Board has a duty to promote the long-term success
of the Company for its shareholders and is responsible
for safeguarding their interests by establishing a robust
governance framework which is applied to all aspects
of its business.
The Board is collectively responsible for the performance
of the Group. The Board will review and monitor strategic
plans and objectives, approval of acquisition of investment
properties, disposals, financing arrangements and capital
expenditure and of the Group’s systems of internal control,
governance and risk management.
Other day-to-day operational decisions are delegated
by the Board to the Executive Committee.
The Chairman promotes open discussion among the
Board members and encourages the Non-Executive
Directors to constructively challenge strategic and
other business related debate in order to ensure that
the decisions adopted by the Board have been
vigorously tested.
To assist the Board in effectively discharging its duties,
Directors receive relevant supporting information, which
include but is not limited to the Group’s financial results,
performance reports and risk assessment reports.
The governance framework implemented by the Group
ensures that open communication channels exist between
the Board, its principal committees and from within the
organisation. Copies of committee minutes are distributed
to all Directors and Committee Chairmen report back to
the Board. Furthermore, the Board routinely considers
safety, environmental, ethical and reputational issues in
order to ensure that they are fully reflected in the risk
management process.
BOARD ACTIvITIES
The full schedule of matters reserved for the
Board can be found on the Company website at
www.workspace.co.uk. At least once a year the
Board reviews the nature and scale of matters reserved
for its decision.
During the past financial year, the Board has met for
scheduled Board meetings eleven times. Key matters
reserved for the Board at those meetings include:
– strategy: the setting and monitoring of strategy,
including the dividend policy;
– strategy: reviewing performance and implementation
of the strategy by the Executive Directors;
– Property: reviewing the Group’s property valuation;
– Financing: considering significant financing
arrangements;
– acquisitions and disposals: examine and approve
potential acquisitions and disposals;
– Business Plans and Budget: reviewing and approval
of budgets, business plans and performance;
– redevelopment activity: approval of redevelopment
activity and major developments;
– Financial reporting & controls: approval of the annual,
half yearly and interim management statement;
– internal controls: ensuring a sound system of internal
control and risk management; review of crisis
management plan;
– Policy: reviewing and approving policy on key areas
including sustainability objectives, health and safety
and the environment;
– Board membership: approval of Board appointments
and ensuring adequate succession planning is in place;
– corporate governance: undertaking a review of its
own performance and that of its committees, the
independence of the Non-Executive Directors and
reviewing the governance framework in place.
The Company maintains Directors’ and Officers’ Liability
insurance which is reviewed annually.
BOARD ATTENDANCE
The Board normally meets at regular intervals during
the year. Supplementary meetings are also held as and
when necessary.
During the year ended 31 March 2013, the attendance of
Directors at Board meetings was as follows:
Daniel Kitchen
Jamie hopkins
Graham Clemett
Bernard Cragg
John Bywater
Maria Moloney1
Chris Girling1
Damon Russell2
Scheduled
Board Meetings
(11)
10
11
11
10
9
10
3
0
Notes:
1.
Maria Moloney and Chris Girling were appointed to the Board
on 22 May 2012 and 7 February 2013 respectively. Since their
appointment, both Maria Moloney and Chris Girling have
attended all Board meetings that they were eligible to attend.
2. Damon Russell was appointed to the Board on 29 May 2013.
Where Directors are unable to attend meetings, their
comments, as appropriate, are provided to the Board
or Committee Chairman prior to the meeting.
During the year, the Board held an annual strategy
meeting at which it considered the future strategy of
the Group.
36
Workspace Group PLC Annual Report and Accounts 2013
THE EXECUTIvE COMMITTEE
The Executive Committee consists of the Executive
Directors together with the Operations Director and
Development Director. It is chaired by the Chief Executive
Officer. The purpose of the Committee is to facilitate
and assist the Chief Executive Officer in managing the
day-to-day activities of the Group and addressing
Group-wide issues and initiatives. The Executive
Committee is responsible for reviewing and approving
capital expenditure; disposals and acquisitions of
investment properties at certain levels as determined by
the Board; the monitoring of the operating and financial
results against plans and budgets; and to ensure the
effectiveness of risk management and control procedures.
The Executive Committee has its own terms of reference.
The Committee has met 18 times during the year ended
31 March 2013.
An Investment Committee was also established during
the year under review, again this comprises the Executive
Committee and senior managers will be invited to attend
as required.
The responsibilities of the Executive Committee
members include:
Jamie hopkins, chief executive officer
Strategic management; investor relations; acquisitions and
disposals; health and safety; staff; equal opportunities;
remuneration; and training and development.
graham clemett, chief Financial officer
Finance; treasury; company secretarial; investor relations;
and the Group’s IT strategy.
chris Pieroni, operations director
Portfolio performance; asset management, marketing,
professional services, brand and business development.
angus Boag, development director
Planning consents; development of assets; valuations;
disposals; sustainability; and environmental strategy.
BOARD COMMITTEES
The Board has a number of standing committees, namely
the Remuneration, Audit, and Nominations Committee, to
which specific responsibilities have been delegated and
for which written terms of reference have been agreed.
The terms of reference for the Remuneration, Audit and
Nominations Committee are available for inspection
on the Company’s website. Each of these Committees
is comprised of Independent Non-Executive Directors
of the Company who are appointed by the Board. Board
members receive minutes of meetings of all the Board’s
committees and can request presentations or reports on
areas of interest. The Company Secretary is secretary to
each Committee.
Attendance at Committee meetings by Committee
members during the year was as follows:
Nominations
Committee
(3 Meetings)
Remuneration
Committee
(7 Meetings)
Audit
Committee
(4 Meetings)
chairman
Daniel Kitchen
non-executive
directors
Bernard Cragg
John Bywater
Maria Moloney1
Chris Girling1
3
3
3
1
–
6
7
7
6
2
–
4
4
3
1
Notes:
1.
The attendance of Maria Moloney and Chris Girling is based on the
number of meetings held in which they were eligible to attend
following their appointment as a formal member of the Committee.
EFFECTIvENESS
NOMINATIONS COMMITTEE
DANIEL KITCHEN
Chairman
During the year, the Nominations Committee was chaired
by the Company Chairman, Daniel Kitchen and comprised
all of the Non-Executive Directors. The names of the
members of the Committee are shown in the table above
together with attendance at meetings. The full terms of
reference of the Nominations Committee are available for
inspection on the Company’s website at
www.workspace.co.uk.
The Committee meets as required and recommends to
the Board candidates for appointment as Directors of
the Company. The Committee periodically assesses what
new skills, knowledge and experience are required on the
Board and, if necessary, the balance of independence. If
appropriate, a candidate profile is recommended which is
then used to brief recruitment consultants appointed by
the Committee to undertake the selection process. Initial
meetings are generally held by the Company Chairman
with prospective candidates, and a shortlist of individuals
is then selected by the Chairman in conjunction with the
recruitment consultants, to meet with other Nominations
Committee members and the Executive Directors. The
Nominations Committee then meets and decides which
candidate, if any, will be recommended to join the Board.
37
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CONTINUED
During the year, the Nominations Committee worked
on three Non-Executive Director appointments. The
Committee appointed Spencer Stuart, an external search
consultancy, to assist it in identifying external candidates
with diverse experience, one of whom with relevant
financial experience.
The Committee met with a number of candidates and
following several meetings and discussions, the preferred
candidates, Maria Moloney, Chris Girling and Damon
Russell, met with each member of the Board prior to
their appointments on 22 May 2012, 7 February 2013 and
29 May 2013 respectively.
BOARD COMPOSITION
The effectiveness of the Board and its Committees is vital
to the success of the Company. The Board considers there
to be an appropriate balance between Executive and
Non-Executive Directors required to lead the business
and safeguarding the interest of shareholders. The Board’s
current composition of a Non-Executive Chairman, two
Executive Directors and five Non-Executive Directors
meets the requirement of the code for at least half the
Board, excluding the Chairman, to be independent
Non-Executive Directors. In the Board’s view, all of the
current Non-Executive Directors are independent and
this is explained in more detail on pages 39 and 40.
REMUNERATION COMMITTEE
JOHN BYWATER FRICS
Non-Executive Director
During the year ended 31 March 2013, the Remuneration
Committee was chaired by John Bywater and comprises
all of the Non-Executive Directors and the Company
Chairman who was independent upon appointment.
The names of the members of the Committee are shown
in the Table on page 37, together with attendance at
meetings. The full terms of reference of the Remuneration
Committee are available for inspection on the Company’s
website at www.workspace.co.uk.
The Chief Executive Officer is, other than discussions
in respect of his own position, invited to attend and
contribute towards meetings.
Under its terms of reference the Committee meets at
least twice a year. During the year under review the
Committee met seven times. It is responsible for all
aspects of the remuneration of the Executive Directors.
The Committee is also responsible for recommending
the Chairman’s remuneration to the Board in compliance
with the UK Corporate Governance Code.
Further details of the Remuneration Committee,
remuneration policy and of the remuneration of each
Director are set out in the Remuneration Report.
The Non-Executive Chairman was considered by the
Board to be independent upon his appointment.
During the year, a number of changes have been made to
the Board. On 1 April 2013, Jamie hopkins was appointed
Chief Executive Officer following the retirement of harry
Platt in March 2012.
Maria Moloney was appointed as a Non-Executive Director
on 22 May 2012 and Chris Girling joined the Board as a
Non-Executive Director on 7 February 2013.
Damon Russell was also appointed to the Board as
a Non-Executive Director on 29 May 2013.
The biographies of all members of the Board are set
out on pages 30 and 31. The Nominations Committee
regularly reviews the composition of the Board to ensure
that we have an appropriate and diverse mix of skills,
experience, independence and knowledge of the Group.
The following Table illustrates the balance of Non-Executive
Directors to Executive Directors, excluding the Chairman,
on the Board during the past year:
BALANCE OF NON-EXECUTIvE AND
EXECUTIvE DIRECTORS
31 March
2013
31 March
2012
0
10
20
30 40 50 60 70
%
80 90
100
Non-Executive Directors
Executive Directors
BACKGROUND AND EXPERIENCE OF THE BOARD
The Board currently has eight Directors that bring
considerable and diverse experience which enables
them to make a valuable contribution to the Group.
Their experience, gained from varied commercial
backgrounds, enables them to bring specific insights
and make valuable contributions to the Company.
38
Workspace Group PLC Annual Report and Accounts 2013
The following Table illustrates the collective business experience held by Board Directors, outside that acquired at
Workspace Group PLC.
BOARD EXPERIENCE AND SKILLS
Industry
Experience
Finance
Property,
Real Estate and
Infrastructure
Retail
Media
0
1
2
3
4
5
Number of Directors
The Board is actively considering diversity and believes
this to be an important factor when considering
appointments to the Board. As part of the recruitment
process, the composition of the Board will be kept under
review to ensure the best balance of skills and experience
is maintained. Further details on our diversity policy can
be found on page 44.
ROLES OF THE CHAIRMAN, CHIEF EXECUTIvE
Industry
OFFICER AND SENIOR INDEPENDENT DIRECTOR
Experience
The roles and responsibilities of the Non-Executive
Chairman, Chief Executive Officer and Senior Independent
Other
Director are separate and the division of responsibilities
has been clearly established.
Media
The Chairman is primarily responsible for leadership of
the Board, ensuring its effectiveness on all aspects of its
Retail
role and that it operates in the interests of shareholders.
The Chairman facilitates the effective contribution of
Finance
the Non-Executive Directors and ensures all Directors
receive accurate, timely and clear information. he is also
Property,
responsible for effective communication between the
Real Estate and
Infrastructure
Board and shareholders. The Chairman is not involved
in an executive capacity in any of the Group’s activities.
0
1
2012 AGM
During the year the Chairman held a number of meetings
with the Non-Executive Directors, without the Executive
Directors being present. The discussions largely revolved
around succession planning.
31 March 2012
The Chief Executive Officer has direct charge of the
Group on a day-to-day basis and is accountable to the
Board for the financial and operational performance of
the Group and the determination of the strategy and
achievement of its objectives.
Bernard Cragg, as the Senior Independent Director, is
responsible for chairing the meeting of the Non-Executive
Directors for the purpose of evaluating the Chairman’s
performance and to provide an alternative communication
channel for shareholders if required.
INDEPENDENCE OF NON-EXECUTIvE DIRECTORS
Following the 2013 AGM, Bernard Cragg will have served
as a Board Director for ten years. The Board recognises
that his tenure will have reached a threshold at which his
independence could be called into question by some
shareholders under the criteria set by the UK Corporate
Governance Code.
The Board has considered the independence of all of
the Non-Executive Directors, and in particular that of
Bernard Cragg. The Board concluded that each of the
Non-Executive Directors is considered to be independent
of the executive management and free from any business
or other relationship which could materially interfere
with the exercise of their independent judgement. All
Non-Executive Directors act in a robustly independent
manner and bring constructive challenge to Board
discussions and independent decision-making to their
Board and Committee duties.
4
3
2
Number of Directors
The Board believes that no long-standing relationship
which may be deemed to compromise independence
has been formed with any of the Executive Directors
or senior executives at Workspace. Furthermore, the
longest-standing professional relationship between
Bernard Cragg and any existing Executive Directors
is no more than six years.
39
Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100Workspace Group PLC Annual Report and Accounts 2013corPorate
governance rePort
CONTINUED
The Board accepts that some shareholders take a
robust view of independence, in particular the tenure
of Non-Executive Directors. The Board is committed
to actively refresh its membership and that of its
committees in line with its succession planning process
which has been evident during the last 12 months with
the appointment of Maria Moloney, Chris Girling and
Damon Russell as Non-Executive Directors.
COMPANY SECRETARY
Carmelina Carfora is the Company Secretary to the Board
of Workspace. her biography can be found on page 31.
Carmelina is responsible for ensuring good information
flows within the Board and its committees and between
senior management and Non-Executive Directors. She is
also responsible for advising the Board, through the
Chairman on all governance matters.
As explained last year, Bernard Cragg will remain as a
Board Director until the Annual General Meeting in 2014.
We have been mindful to ensure that a certain level of
continuity is retained given the Board changes last year
and of course the experience and skills required in
performing the role of Chair of the Audit Committee and
Senior Independent Director. however, the intention is that
Chris Girling will succeed Bernard Cragg as Chairman of
the Audit Committee in due course given his background,
knowledge and in-depth experience within finance which
are essential in order to perform the role of Chair of the
Audit Committee.
We continue to review and monitor Board and Board
Committee composition against our skills and experience
requirements.
INDUCTION, TRAINING AND DEvELOPMENT
A tailored induction programme is provided for each new
Director. Overall, the aim of the induction programme is
to introduce new Directors to the Group’s business and
its governance arrangements. Such inductions typically
include meetings with senior management, site visits and
presentations of key business areas and other relevant
documentation. In addition, Directors are encouraged
to update their skills, knowledge and familiarity with
the Group by attending external seminars and briefings,
through participation at meetings and through visits to
estates, meetings with senior management and advisers.
We recognise that our Directors have a diverse range of
experience, and so we encourage them to attend external
seminars and briefings that will assist them individually.
The Directors are regularly updated on new legislation
and corporate governance issues as they arise. Directors
have access to independent professional advice at the
Company’s expense where they judge this to be necessary
to discharge their responsibilities as Directors. This is in
addition to the access that every Director has to the
advice and services of the Company Secretary, who
is responsible to the Board for ensuring that Board
procedures are complied with.
BOARD PERFORMANCE EvALUATION
The Board annually evaluates its own performance and
that of its Committees and Directors. In 2012 the annual
evaluation of the Board and Committee performance was
conducted through an independent external consultancy.
The results of last year’s evaluation were positive.
A number of actions were identified to improve and
maintain the effectiveness of the Board. The actions,
together with progress are identified below:
2012 BOARD EvALUATION
actions
Progress
strategy and risk
management
succession planning and
implementation
skills, experience and
performance
communication
– Annual Board strategy
day held.
– Actions from strategy day
formally recorded in a plan
which is monitored and
updated by the Board.
– Risk Management process
reviewed and monitored.
– Two Non-Executive
Directors appointed to
the Board during the year
under review.
– Two Non-Executive
Directors appointed
with diverse skills and
experience, one with
in-depth financial skills
in order to assume the
role of Chair of the Audit
Committee in due course.
– Non-Executive Directors
have continued their
interaction with the
Executive Committee
members and visited
sites to gain an enhanced
understanding of the
challenges and
opportunities they face in
the business environment.
Additional Board Meetings
have also been included in
the Board timetable.
40
Workspace Group PLC Annual Report and Accounts 2013For the year under review, the process comprised the
Company Secretary issuing detailed questionnaires
covering the Board and its Committees to Board
members. The questionnaires covered those areas as
detailed in the diagram below:
BOARD AND COMMITTEE EvALUATION
l s
l
S k i
r i e n c e
f
e
e o
p
x
c
n
B ala
a n d E
i
g
n
n
n
a
n
o
i
s
s
e
c
c
u
l
P
S
R
i
s
k
C
o
r
C
M
p
o
a
o
r
a
n
nagement
trols and
te G
overnance
Inductio
Trainin
n a
n
g
d
O
n
g
o
i
o
f
n
g
S
t
r
a
t
e
g
y
D
e
v
e
l
o
p
m
e
nt
g I n ternal
x t e r n al
hip s
t i o
s
n
M a n a g i n
a n d
R e l a
E
The responses to the questionnaires were collated
independently by the Company Secretary who prepared
reports for the Company Chairman and the Chairman of
each committee. These reports were discussed at the
relevant Committee meetings and the Board discussed
the results at its meeting in March 2013.
The results of this year’s evaluation were positive.
The following themes were noted for action:
– Ongoing review of Board composition and succession
planning;
– Continued focus on testing and development of
strategy;
– Conscious of the ever-changing legislation and
regulations, presentations and updates will be made
during the course of the year on both potential and
impending legal and regulatory changes across areas
of the Group’s operations to ensure the potential
impacts on the Group are appropriately addressed
on a timely basis.
The review includes the assessment of individual Directors’
performance, which in the case of the Executive Directors
is undertaken as part of the wider performance appraisal
process applied to staff across the Group.
The review of the Chairman’s performance is undertaken
by the Non-Executive Directors, led by Bernard Cragg in
his capacity as the Senior Independent Director, taking
into account the views of the Executive Directors.
Following the review, Bernard Cragg met with the
Chairman to discuss his performance.
ELECTION AND RE-ELECTION OF DIRECTORS
The Articles of Association of the Group require that
Directors should submit themselves for election at the
first opportunity after their appointment and thereafter
for re-election at least every three years. however, at the
2011 AGM the Group had adopted the requirements of the
UK Corporate Governance Code (June 2010) in relation
to Directors’ appointments and in particular the annual
re-election of all Directors. Therefore, in accordance with
provision B.7.1 of the UK Corporate Governance Code,
all the Directors will retire at the AGM and being eligible,
offer themselves up for election and re-election.
The Board considers that all of the Directors have the
necessary skills and experience needed to effectively
lead the business. In addition, the Non-Executive Directors
are considered to bring independent objectivity in order
to safeguard and promote the interest of shareholders.
The Board has considered the outcome of the Board
effectiveness review as well as the performance of
each individual Director, including how they operate
as a collective in fulfilling their duties on the Board or
as members of the Board’s Committees. The Board
has accepted the recommendations provided by the
Nominations Committee and is of the opinion that the
Directors seeking re-election at the AGM have continued
to give effective counsel and commitment to the
Company and accordingly should be reappointed by
the Group’s shareholders at the upcoming AGM.
Jamie hopkins and Graham Clemett have service
contracts and details can be found on page 49.
None of the Non-Executive Directors have service
contracts.
The appointment of Daniel Kitchen may be terminated
by either he or the Company giving six months’ notice
in writing.
The appointment of John Bywater and Bernard Cragg
may be terminated by any one of them or the Company
giving six months’ notice in writing.
41
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CONTINUED
Maria Moloney’s appointment may be terminated by
either the Company or by her giving three months’
notice in writing.
During the year, the Committee met in private sessions
with its external auditors, PricewaterhouseCoopers LLP
(‘PwC’), in the absence of management at least twice.
Chris Girling was appointed as a Non-Executive
Director on 7 February 2013 and was invited to join the
Remuneration, Audit and Nominations Committees.
he therefore stands for election at the forthcoming
Annual General Meeting. Mr Girling’s appointment may
be terminated by either the Company or by him giving
three months’ notice in writing.
Damon Russell was appointed as a Non-Executive
Director on 29 May 2013. he also stands for election at
the forthcoming Annual General Meeting. Mr Russell’s
appointment may also be terminated by either the
Company or by him giving three months’ notice in writing.
Biographies for the Directors can be found on pages
30 and 31.
ACCOUNTABILITY
AUDIT COMMITTEE
BERNARD CRAGG BSC ACA
Senior Independent
Non-Executive Director
The Audit Committee ensures the integrity of financial
reporting and audit processes and the maintenance of
a sound internal control and risk management system,
details of which are described on pages 43 and 44.
The full terms of reference for the Audit Committee are
available for inspection on the Company’s website at
www.workspace.co.uk.
The Committee comprises all the Non-Executive Directors,
except the Chairman, and is chaired by Bernard Cragg.
The Group audit partner from the external auditor attends
the Committee Meeting at least twice a year.
Maria Moloney, was appointed as a member on 31 May
2012. It was stated last year that the Company intended
to recruit an additional Non-Executive Director with the
necessary skills and experience required to become a
member of the Audit Committee. Consequently, Chris
Girling was appointed as a Non-Executive Director and
member of the Audit Committee. Chris Girling was
previously Group Finance Director of Carillion PLC.
Bernard Cragg, the Chairman of the Audit Committee,
is a Chartered Accountant and the Board is satisfied
that he has the required and relevant financial
experience. The Audit Committee collectively has the
skills and experience required to fully discharge its
duties, and it has access to independent advice at the
Company’s expense.
42
MEETINGS
Meetings of the Audit Committee coincide with key
dates in the financial reporting and audit cycle. The
Committee Chairman reports the outcome of meetings
to the Board. During the year under review the Committee
met four times.
The Committee has a rolling agenda that ensures that
the Committee receives appropriate information far
enough in advance to enable it to fulfil its responsibilities.
This includes not only information from management
but also detailed reports from the external auditor.
The Chairman of the Company, the Chief Executive
Officer, the Chief Financial Officer and other members
of the senior management team together with senior
representatives of the external auditor are invited to
attend all or part of meetings as appropriate.
REvIEW OF THE YEAR
During the year the Committee was responsible for
reviewing, and reporting to the Board, on a range of
matters including:
– The interim and annual financial statements;
– The appropriateness of the Group’s accounting
policies and practices;
– The valuations of the Group’s property portfolio;
– The review of the Group’s internal control and risk
management systems;
– The external auditor’s management letter;
– The Group’s compliance with REIT legislation;
– The Company’s approach to compliance with
legislation and regulations, including arrangements
for staff to raise concerns in confidence;
– The relationship with the external auditor, the
external audit process, the audit and non-audit fee
and independence;
– The need and use for an internal audit function; and
– The review of fraud risk.
Due to its size and structure, the Group does not have an
internal audit function, a matter which is kept under review
by the Committee. however, management instructs the
undertaking of a programme of financial, operational and
health and safety internal audits at its estates. These are
carried out by qualified senior head Office personnel on
a rotational basis. Significant findings are reported to the
Audit Committee.
EXTERNAL AUDITORS
The Audit Committee recognises that the independence
of the Group’s external auditor is of paramount
importance to shareholders and the Audit Committee
terms of reference establish a process for monitoring
and approving the nature and the level of related fees
for non-audit services (e.g. accounting, tax or due
diligence work) paid to the Group external auditors.
Workspace Group PLC Annual Report and Accounts 2013
The Group uses the external auditor for relevant financial
work for a variety of reasons, including their knowledge
of the Group, the audit-related nature of the work and
the need to maintain confidentiality.
At each meeting, the Committee will be advised of any
significant non-audit work awarded to the external auditor
since the previous meeting and the related fees. At the
annual May meeting, the Committee receive a report of
fees, both audit and non-audit from PwC for the past
financial year. The Committee has considered in detail the
nature and level of non-audit services provided by PwC
and the related fees. The Committee may challenge and
in some instances refuse proposals in respect of non-audit
work to be performed by the external auditor.
In addition, the Committee will assess the threats of self
review by the external auditors, self interest, advocacy
and familiarity – these are set out below and considered
in relation to PwC’s services:
1. A self review threat – this is where, in providing a
service, the PwC audit team could potentially evaluate
the results of a previous PwC service.
The Committee specifically will not allow the auditors to:
– Do anything that is a management responsibility
(e.g. such as setting performance targets or
determining employees’ actual compensation).
– Provide accounting or book-keeping services.
– Prepare financial statement disclosure items.
2. A self interest threat – where a financial or other
interest (of an individual or PwC) will inappropriately
influence an individual’s judgement or behaviour.
The Committee will specifically perform the following:
– If the external auditor is to be considered for the
provision of non-audit services, their scope of work
and fees must be approved in advance by the Chief
Financial Officer and the Committee Secretary and,
in the case of fees in excess of £50,000 for a single
project, by the Committee (or if approval is required
before the next meeting, by the Committee Chairman).
For larger assignments in excess of £100,000 this
would involve a competitive tender process unless
there are compelling commercial or timescale reasons
to use the external auditor or another specific
accountancy firm.
– It does not accept significant contingent fee
arrangements with the external auditors.
3. An advocacy threat – this is where PwC or PwC
personnel promote an audit client’s position to the
extent where PwC’s objectivity as auditor is
compromised.
– The Group will not use PwC in an advocacy role.
4. A familiarity threat – this is where, because of a too
long or too close a relationship, the external auditor’s
independence is affected.
– The Committee will prohibit the hiring of former
employees of the external auditor associated with the
Group’s audit into management roles with significant
influence within the Group within two years following
their association with the audit, unless the Chairman of
the Audit Committee gives prior consent. Annually, the
Committee will be advised of any new hires caught by
this policy. however, there have been no instances of
this occurring. In addition, PwC will rotate their lead
audit partner every five years.
– The Committee will monitor on an on-going basis
the relationship with the external auditor to ensure its
continuing independence, objectivity and effectiveness.
Fees paid to PwC can be found in note 2 on page 71.
ACCOUNTABILITY AND AUDIT
In its financial reporting to shareholders and other
interested parties, by means of Annual and half-Yearly
Financial Reports, Interim Management Statements and
other periodic statements, the Board aims to present a
balanced and understandable assessment of the Group’s
position and prospects.
INTERNAL CONTROL AND RISK MANAGEMENT
The Board has ultimate responsibility for the Group’s
system of internal control and for reviewing its
effectiveness. The Board has reviewed the Group’s
system of controls including financial, operational,
compliance and risk management on a regular basis
throughout the year. however, any such system can
only provide reasonable and not absolute assurance
against any material misstatement or loss.
The Group has established a risk management framework
and procedures necessary to enable the Directors to
report on internal controls in compliance with the Code.
The risk management procedures involve the analysis,
evaluation and management of the key risks to the Group.
The other key elements of the Group’s system of internal
control include:
– A comprehensive system of financial reporting;
– An organisational and management Board structure
with clearly defined levels of authority and division
of responsibilities;
– A Risk Committee, which is chaired by the Chief
Executive Officer and is attended by representatives
from senior management and operational staff. The
Risk Committee meets monthly and formally reports
to the Audit Committee twice a year;
– A programme of site audit visits, covering a significant
proportion of the sites each year. Although the Group
does not have a dedicated internal audit function, an
operational, finance and health and safety audit are
carried out at the estates by qualified head Office
personnel. The results of the audits are reported to
and reviewed by the Risk and Audit Committees and
appropriate action taken as required.
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CONTINUED
The Risk Committee reviews and identifies risks facing the
Group and ensures that appropriate controls are in place
to review each issue raised. Each identified risk is assigned
a ‘Risk Owner’. The Risk Committee have also devised
an annual plan of work where a review is undertaken of
particular areas of the business. Depending on the nature
of the project, a third party consultant may be appointed
to assist in the review.
The Group has continued to develop its risk management
framework and has reappraised its risks in the light of the
changes in the external environment during the last year.
The Group has also considered the requirements of the
Bribery Act 2010 and taken steps to ensure that it has
adequate procedures as set out by the Act.
The Group continues to strengthen its risk management
processes to ensure these are embedded as part of the
Group’s culture. The Turnbull Guidance sets out best
practice on internal control to assist companies in
applying the Code’s principles with regards to internal
control. The Board, with advice from the Audit Committee
continues to review the effectiveness of internal control
with no significant failings or weaknesses identified.
The joint venture of the Group are excluded from the
Turnbull Guidance.
Further information on the Group’s risks is detailed on
pages 22 to 25.
WHISTLEBLOWING
The Group has ‘whistleblowing procedures’ under
which staff may report any suspicion of fraud, financial
irregularity or other malpractice. There is also a process
in place for staff to report operational risks and issues to
the Risk Committee.
DIvERSITY
Workspace employs enthusiastic, committed and
well-trained people, whose diversity reflects that of
London itself. The Board is fully committed to an active
Equal Opportunities Policy from recruitment and selection,
through training and development, performance reviews
and promotion. All decisions relating to employment
practices are objective, free from bias and based solely
upon work criteria and individual merit. Workspace has
a good record of promoting and appointing women to
senior positions. The employee gender profile is fairly
evenly split with a total of 45% female and 55% male
employees.
The Board does not consider it appropriate at this time
to set quotas for Board representation, but will monitor
developments in best practice.
TAKEOvER DIRECTIvE
Share capital structures are included in the Report of the
Directors on page 33.
GOING CONCERN
Going Concern disclosures are included in the Report of
the Directors on page 32.
RELATIONS WITH SHAREHOLDERS
Communications with shareholders is given a high priority
and the Company undertakes a regular dialogue with
major shareholders and fund managers. An analyst and
investor event was held in October 2012 which provided
an overview of the portfolio including, a property
breakdown, examples of asset management initiatives
and refurbishment and redevelopment schemes,
along with appraisals and valuation methodology.
The Executive Directors are the Company’s principal
representatives with investors, analysts, fund managers,
press and other interested parties. Frequent discussions
with institutional shareholders are held on a range of
issues throughout the year affecting the Group’s
performance, which include meetings following the
announcements of the annual and interim results.
Other ad hoc meetings, presentations and site visits are
arranged for shareholders throughout the year.
ANNUAL GENERAL MEETING
The Annual General Meeting provides the Board with an
opportunity to communicate with, and answer questions
from, private and institutional shareholders and the
whole Board is available after the meeting, in particular,
for shareholders to meet new Directors. Details of the
resolutions to be proposed at the Annual General Meeting
on 25 July 2013 can be found in the Notice of Meeting.
The Chairmen of the Audit, Remuneration and
Nominations Committees normally attend the Annual
General Meeting and are available to answer any
questions. All Directors normally attend the meeting.
A copy of the Annual Report and Accounts is sent to
shareholders and is also available on the Group’s website,
which additionally contains up-to-date information on
the Group’s activities and published financial results
and presentations.
The Board recognises the benefits of diversity of
skills, gender, knowledge and independence.
Consequently, diversity will form part of considerations
afforded to the search and selection process for
Directors and staff.
By order of the Board
CARMELINA CARFORA
COMPANY SECRETARY
11 June 2013
44
Workspace Group PLC Annual Report and Accounts 2013directors’
remuneration rePort
OvERvIEW FROM JOHN BYWATER, CHAIRMAN OF
THE REMUNERATION COMMITTEE
Remuneration for Executive Directors for 2013 reflects
a year of strong results, as shown in the table below:
JOHN BYWATER
Chairman of the Remuneration
Committee
“Transformational year
drives performance.”
On behalf of the Board, I am pleased to present the
Directors’ Remuneration Report for the year ended
31 March 2013.
While the new regulations governing the shareholder
approval and reporting of executive reward do not
come into force until Workspace’s 2014 financial year,
we have incorporated a number of changes this year
in both content and structure of this report. Section A
outlines Workspace’s forward-looking remuneration
policy, sets out the components of pay, how they are
linked to the business strategy, and potential reward
opportunities for the Executive Directors. Section B
reviews how the policy was implemented for the year
under review and includes changes to existing executive
remuneration arrangements and a table showing a single
figure of total remuneration for each Executive Director
and their outstanding share awards.
During the year the Committee reviewed the remuneration
structure in place at Workspace to ensure it remains
aligned with our business strategy and helps reinforce
success. As part of its review, the Committee identified
some modifications for future long-term incentive
arrangements aimed at providing improved performance
measurement and extended time horizons for long-term
incentives. We have also taken the opportunity to increase
the shareholding requirement for Executive Directors and
introduce a minimum time horizon to achieve these. The
outcomes of the review are listed on page 53 and these
were discussed with the Company’s largest shareholders.
I am also delighted to report that, during the year, all
employees were able to participate in the Approved Share
Incentive Plan (‘SIP’). This is an exciting opportunity for all
employees to share in the future success of the Company.
ACTUAL PERFORMANCE OF STRATEGIC AND
FINANCIAL MEASURES
2013
2012
+13%
net asset value per share
Up 13% to £3.48
+8%
net asset value per share
Up 8% to £3.08
capital return of 13.8% vs 3.2%
for iPd quarterly universe
capital return of 13.4% vs 6.4%
for iPd quarterly universe
+12%
trading Profit after interest
Up 12% to £17.9m
+13%
trading Profit after interest
Up 13% to £16.0m
+10%
dividend per share for full year
Up 10% to 9.67p
+10%
dividend per share for full year
Up 10% to 8.79p
82%
customer satisfaction
51.1%
total shareholder return
84%
customer satisfaction
-7.6%
total shareholder return
We continually keep all aspects of remuneration under
review and listen to the views of shareholders. We believe
our current approach to remuneration is responsible and
appropriate as it:
– Is structured to drive execution of our business
strategy;
– Aligns reward with the creation of shareholder value;
– Allows the Company to recruit and retain talent; and
– Incentivises the delivery of long-term, sustainable
business growth and shareholder value.
The Committee recognises that the business has been
through a transitional year with the delivery of a strong
set of results. The focus has remained on driving value by
growing income through increased rent and occupancy
while adding to the value of our assets through focused
refurbishment and redevelopment. We have been
delighted with the performance of the management
team through this period of transition. We are pleased
to be able to reward them for both the shareholder
return which they have delivered and in the way they have
developed the Company creating a platform for further
sustainable growth.
To conclude, the Committee believes that the structure
of remuneration remains appropriate. Incentives are
weighted towards long-term variable pay; executive
share ownership is strongly encouraged; management
incentives have stretching performance targets; the annual
bonus focuses on our annual business priorities, and the
LTIP aligns the interests of participants with those of our
shareholders. Details of the remuneration policy can be
found in the policy table on page 47.
JOHN BYWATER
ChAIRMAN OF ThE REMUNERATION COMMITTEE
11 June 2013
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CONTINUED
COMPLIANCE STATEMENT
This Remuneration Report has been prepared on behalf
of the Board by the Remuneration Committee (the
‘Committee’). The Committee adopts the principles
of good governance as set out in the UK Corporate
Governance Code and complies with the UKLA Listing
Rules and relevant requirements of Section 421 to the
Companies Act 2006. The structure of this report
has been modified from previous years based on the
proposed regulations put forward by the Department
for Business, Innovation and Skills (BIS).
REMUNERATION COMMITTEE
THE MEMBERS OF THE REMUNERATION COMMITTEE
The Remuneration Committee is composed of four
independent Non-Executive Directors, together with
the Chairman of the Company. The Remuneration
Committee met seven times during the year. Attendance
at meetings by individual members is detailed in the
Corporate Governance Report on page 37. The
Committee consulted with the Chief Executive Officer
and Chief Financial Officer and invited them to attend
meetings when appropriate. No Director is present
when their own remuneration is being discussed.
In the reporting year the Committee consisted of the
following Non-Executive Directors:
John Bywater (Chairman)
Bernard cragg
daniel Kitchen
maria moloney (from 22 May 2012)
chris girling (from 7 February 2013)
The Committee’s principal function is to determine
Workspace’s policy on executive remuneration and to
approve specific remuneration packages for its Executive
Directors and members of the Executive Committee.
It also considers the remuneration of senior managers.
The full terms of reference for the Committee are
available in the Investor section of the Company’s
website www.workspace.co.uk.
The key responsibilities of the Committee are summarised
as follows:
– Recommending the Company policy on remuneration
for the Executive Directors and senior managers that
ensures talented people are recruited, retained and
motivated to deliver results;
Reviewing the effectiveness of remuneration policy
with regard to its impact and compatibility with the
policy and arrangements throughout the rest of
the organisation;
-
– Determining the terms of employment and
remuneration for Executive Directors including
recruitment and termination terms;
– Reviewing incentive plans annually to ensure they
remain appropriate to the Company’s current
circumstances and prospects and that, in particular, the
policies adopted are aligned and based on the creation
of value for shareholders and provide appropriate
incentives for management to achieve this objective;
– Reviewing the subsequent achievement of the
performance targets relating to any share
incentive plan;
– Making a recommendation to the Board in respect
of the remuneration of the Company Chairman; and
– Reviewing the overall remuneration levels of the
broader employee population.
A) POLICY REPORT
PRINCIPLES OF OUR EXECUTIvE REMUNERATION
POLICY
It is intended that the remuneration policy framework
as set out to the right, which has applied throughout
the reporting year, will continue to apply for FY 2014.
REMUNERATION POLICY
The Company’s remuneration policy reinforces the
Company’s goals, providing effective incentives for
exceptional Company and individual performance.
REMUNERATION PACKAGE DESIGN
Remuneration packages are designed to attract, retain
and motivate Executives of the highest calibre who have
the experience, skills and talent to manage and develop
the business successfully.
PERFORMANCE LINKED
A significant part of executive remuneration is variable
and is determined by the Group’s success and directly
links reward with Group and individual performance.
SHAREHOLDERS’ INTERESTS
The Committee strives to ensure that shareholders’
interests are served by creating an appropriate
balance between fixed and performance-related pay.
A considerable part of the reward package is linked to
share price performance, is delivered in shares that have
to be retained until minimum shareholding requirements
have been met, and requires Executives to invest their
own funds in Company shares.
46
Workspace Group PLC Annual Report and Accounts 2013
SUMMARY OF WORKSPACE’S REMUNERATION POLICY FOR EXECUTIvE DIRECTORS AND
EXECUTIvE COMMITTEE MEMBERS
THIS SECTION OF OUR REPORT SUMMARISES THE KEY COMPONENTS OF REMUNERATION FOR
EXECUTIvE DIRECTORS
operation
opportunity
Performance metrics
changes for 2013/14
Purpose and link
to strategy
Base salary
To reflect market
value of the role
and individual’s
performance and
contribution.
Reviewed on an annual basis, with
any increase taking effect from
1 April.
Base salary increases are
applied in line with the
outcome of the review.
The Committee reviews base
salaries with reference to:
– the individual’s role, performance
and experience;
– business performance and the
external economic environment;
– salary levels for similar roles at
relevant comparators; and
– salary increases across the Group.
Payable in cash.
Pension and
other benefits
To provide market
competitive
benefits.
Executives participate in a defined
contribution pension scheme.
Other benefits include car allowance,
private health insurance, and death
in service cover.
annual Bonus
To reinforce and
reward delivery of
annual strategic
business priorities,
based on a
scorecard of KPIs
relating to both
Group and individual
performance.
Bonus deferral and
LTIP investment
provide further
alignment with
shareholder
interests.
ltiP
To reinforce delivery
of sustained
long-term sector
out-performance,
and align the
interests of
participants with
those of
shareholders.
Executives may also participate in
the SAYE scheme.
KPIs are reviewed prior to the start
of the year to ensure they remain
appropriate and reinforce the
business strategy. Stretching
targets are set.
At the end of the year the
Committee determines the extent
to which these were achieved.
The Committee may vary the mix
of cash and deferred bonus shares
from year to year. For 2013, the
minimum deferral requirement has
been set at 25% of bonus earned.
The Committee retains the
discretion to mandate deferral
of a percentage of bonus earned
(which will normally vest after
two years, subject to continued
employment) or allow Executives
to make an equivalent investment
in the LTIP.
The Committee may grant
awards of performance shares
and matching shares (subject to
participant investment).
The award levels and performance
conditions are reviewed in advance
of grant to ensure they remain
appropriate.
Awards are in the form of nominal
priced options which vest after
three years, subject to performance
conditions.
Non pensionable.
Company contribution of
15% of salary for the CEO
and 16.5% for the CFO.
Other benefits values vary
by role and are reviewed
periodically.
The maximum bonus for
Executive Directors is 120%
of salary.
Up to 90% of salary can
be earned on Group
performance.
The Group outcome can
then be adjusted by a
factor in the range 0.67
to 1.33 based on individual
performance.
In the event there is
no bonus for Group
performance, the
Committee has discretion to
award a bonus of up to 20%
of salary for exceptional
individual performance.
Non Pensionable.
Plan provides for annual
awards of:
– performance shares of
up to 100% of salary
(200% in exceptional
circumstances); and
– matching share awards
of up to 2 for 1 on
investments in
Workspace shares of
up to 50% of net salary.
Business and individual
performance are
considerations in setting
base salary.
No change to the process.
Salaries effective from
1 April 2013 are set out
on page 51.
Not performance related.
No change.
KPIs selected and their
respective weightings may
vary from year to year
depending on strategic
priorities.
The Group performance
measures used for 2013
annual bonuses were:
– Trading profit before tax;
– Capital return from the
portfolio versus a defined
comparator index
compiled by IPD;
– Customer satisfaction
which is based on survey
results.
The Group performance
outcome can then be
adjusted based on
individual performance
as described opposite.
Awards usually vest after
3 years, subject to
Company performance
and continued employment.
Measures for 2012 awards
were relative Net Asset
Value growth (1/3), relative
TSR (1/3) and absolute
TSR (1/3).
TSR is underpinned by
Committee discretion;
absolute TSR is subject to
a relative TSR underpin.
No change.
For 2013 LTIP awards,
changes to the performance
conditions and introduction
of a holding period are
described on page 53
of the implementation
report.
47
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CONTINUED
THE CHAIRMAN AND NON-EXECUTIvE DIRECTORS
The Board determines the remuneration policy and level
of fees for the Non-Executive Directors, within the limits
set out in the Articles of Association. The Remuneration
Committee recommends the remuneration policy and
level of fees for the Chairman of the Board. Remuneration
comprises an annual fee for acting as a Chairman or
Non-Executive Director of the Company. Additional fees
are paid to Non-Executive Directors in respect of service
as Chairman of the Audit and Remuneration Committees.
When setting these fees, reference is made to information
provided by remuneration surveys, the extent of the duties
performed, and the size of the Company. The Chairman
and Non-Executive Directors are not eligible for bonuses,
retirement benefits or to participate in any share scheme
operated by the Company. The current fees are:
role
Chairman fee
Non-Executive Director base fee
Committee Chairman additional fee
Fee
£125,000
£40,000
£5,000
PERFORMANCE SCENARIOS
The graphs below provide estimates of the potential
future reward opportunity for each of the two current
Executive Directors, and the potential split between
the different elements of remuneration under three
different performance scenarios: ‘Minimum’, ‘On Target’
and ‘Maximum’.
Potential reward opportunities illustrated above are
based on the remuneration policy, applied to the base
salary as at 1 April 2013. For the annual bonus, the
amounts illustrated are those potentially receivable in
respect of performance for 2013/14. For the LTIP, the
award opportunities are based on those LTIP awards
which are expected to be granted in June 2013. It should
be noted that LTIP awards granted in a year normally
vest on the third anniversary of the date of grant. The
projected value of LTIP amounts excludes the impact of
share price movement.
In illustrating potential reward opportunities the following
assumptions have been made:
component
‘minimum’
‘on-target’
‘maximum’
Base salary
Latest known salary
Fixed
Pension
Contribution rate applied to latest
known salary
Other benefits
Benefits as provided in the single
figure table on page 51
annual Bonus
No bonus
payable
Target bonus
(50% of max)
Maximum
bonus
ltiP
No LTIP
vesting
Assumes full take-up
of investment
opportunity, and
Threshold
vesting
(20% of max)
Maximum
vesting
WIDER GROUP REMUNERATION
The Group’s wider people policies are reported separately
on page 33. Following probationary periods, all staff in
the Company are eligible to participate in the Company’s
bonus scheme, SAYE, SIP, pension scheme, life assurance
arrangements and medical insurance benefits. Some
senior staff are also eligible to participate in the
Company’s long-term incentive plan together with all
members of the Executive Committee.
£1,795k
£896k
£487k
Workspace operates a number of share schemes available
to all employees, the details of which are provided on
pages 86 to 88.
In making remuneration decisions, the Committee also
considers the pay and employment conditions elsewhere
in the Group. In particular, the Committee considers the
range of base pay increases across the Company as a
factor in determining the base salary increases for
Executives.
CEO
Maximum
27%
27%
46%
On-target
55%
27%
18%
Minimum
CFO
0
200 400 600 800 1,000 1,200 1,400 1,600
1,800
Fixed
Annual bonus
LTIP
£000s
Maximum
28%
27%
45%
On-target
55%
27%
18%
Minimum
£1,133k
£571k
£316k
0
200
400
600
800
1,000
1,200
Fixed
Annual bonus
LTIP
£000s
48
Workspace Group PLC Annual Report and Accounts 2013The increase to the base salaries of the Chief Executive Officer and Chief Financial Officer with effect from 1 April 2013
of 2.2% is in line with the average salary increase across the Group.
The Remuneration Committee does not specifically consult with employees over the effectiveness and appropriateness
of the remuneration policy and framework, although as members of the Board they receive updates from the Executive
Directors on their discussions and consultations with employees.
DETAILS OF EXECUTIvE DIRECTORS’ SERvICE CONTRACTS
The Executive Directors are employed under contracts of employment with Workspace Group PLC. The principal terms
of the Executive Directors’ service contracts are as follows:
Executive Director
Position
Effective date of contract
From Company
Jamie hopkins
Graham Clemett
Chief Executive Officer
Chief Financial Officer
3 February 2012
31 July 2007
12 months
12 months
From Director
12 months
12 months
CHAIRMAN AND NON-EXECUTIvE DIRECTORS
Letters of appointment are provided to the Chairman and Non-Executive Directors. Dates of the Non-Executive
Directors’ letters of appointment and the unexpired period of their appointments (where appropriate after extension by
re-election) are set out below:
Notice Period
Name
Daniel Kitchen
Bernard Cragg
John Bywater
Maria Moloney1
Chris Girling2
Damon Russell3
Date of Letter
6 June 2011
22 May 2012
27 July 2010
22 May 2012
7 February 2013
29 May 2013
Unexpired
term as at
31 March 2013
15 months
16 months
4 months
26 months
34 months
–
Date of
Appointment/Last
reappointment at AGM
2012
2012
2012
2012
–
–
Notice Period
6 months
6 months
6 months
3 months
3 months
3 months
1. Maria Moloney was appointed on 22 May 2012.
2. Chris Girling was appointed on 7 February 2013.
3. Damon Russell was appointed on 29 May 2013.
The Directors are subject to annual re-election at the AGM.
EXIT PAYMENTS POLICY
Termination payments are limited to the Directors’ basic salary, annual incentives and benefits for the unexpired
portion of the notice period subject to performance and Committee discretion. The Committee will aim to minimise
the level of payments to that Director, however, having regard to all circumstances, including the Company’s
contractual obligations to the Director, the reason for the departure, and the Company’s policy to apply mitigation
in the case of severance.
In the event of termination of any Director, the Company reserves the right to make phased payments which are
paid in monthly instalments and subject to mitigation.
In the event that an Executive Director leaves, LTIP awards will normally lapse, unless the individual is considered
a ‘good leaver’. Good leavers retain an interest in LTIP grants and awards are normally pro-rated for time based
on the proportion of the vesting period served and for performance to the end of the relevant three-year
performance period. An individual would normally be considered a good leaver if they leave for reasons of death,
ill-health, injury, redundancy, retirement with the agreement of the Company, or such event as the Remuneration
Committee determines.
Similarly, in respect of Annual Bonus, if an Executive leaves he would normally lose any entitlement for bonus,
unless a good leaver. Good leavers retain an interest in the bonus and the award is normally pro-rated for time
and performance.
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directors’
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CONTINUED
EXTERNAL APPOINTMENTS
It is the Board’s policy to allow Executive Directors to take
up one Non-Executive position on the Boards of other
companies, subject to the prior approval of the Board.
Any fee earned in relation to outside appointments is
retained by the Executive Director. No such positions
were taken and no fees were paid during the financial year.
CONSIDERATION OF SHAREHOLDER vIEWS
The Committee is committed to on-going dialogue with
shareholders and welcomes feedback on Directors’
remuneration. It is the Remuneration Committee’s policy
to consult with major shareholders prior to any major
changes to its Executive remuneration structure.
B) IMPLEMENTATION REPORT
The following section provides details of how the
remuneration policy was implemented during the year.
The Committee met seven times during the year under
review. Attendance by individual Committee members
at meetings is detailed in the Corporate Governance
Report on page 37.
AGENDA DURING 2012/13
– Approval of the Directors’ Remuneration Report for
2011/12 and review of the outcome of AGM voting for
the report;
– Annual review of all Executive Directors’ and senior
managers’ remuneration arrangements. For Executive
Directors, salaries and total remuneration were
benchmarked against a comparator group of other
UK-listed property companies and companies of
similar market capitalisation;
– Review of annual bonus outcomes for 2011/12 and
approval of the performance conditions for 2012/13
annual bonuses;
– Approval of vesting levels for the 2009 Long Term
Incentive Plan Awards (‘LTIP’) or (the ‘Plan’);
– Review of share plan performance measures;
– Review and approval of all awards under the LTIP,
taking into account the total value of all awards under
this Plan;
– Review and approval of 2012 LTIP award for CEO;
– Review of the LTIP performance conditions in
advance of making 2013 awards in June;
– Consulted major shareholders on potential changes
to 2013 LTIP awards;
– Review and approval of the Approved Share
Incentive Plan;
– Review of developments in Corporate Governance
and the proposals issued by the Business Secretary
to the UK Government;
– Review of Executive Director shareholding guidelines;
– Agreement to propose the renewal of the Savings
Related Share Option Plan at the 2012 AGM;
– Review of Committee Performance in 2012/13; and
– Review of Committee Terms of Reference.
During the year, the Committee sought internal support
from the Chief Executive Officer and Chief Financial
Officer who attended Committee meetings by invitation
from the Chairman, to advise on specific questions
raised by the Committee and on matters relating to the
performance and remuneration of senior managers.
The Chief Executive Officer and Chief Financial Officer
were not present for any discussions that related directly
to their own remuneration. The Company Secretary
attended each meeting as Secretary to the Committee.
ADvISERS
In undertaking its responsibilities, the Committee seeks
independent external advice as necessary. To this end,
for the year under review, the Committee continued to
retain the services of Kepler Associates as the principal
external advisers to the Committee. During the year,
Kepler Associates provided independent advice on a
wide range of remuneration matters including current
market practice, benchmarking of executive pay and
incentive design and provides no other services to the
Company. Grant Thornton was engaged by the Company
Secretary to advise the Committee and the Company
generally on the administration of the Company’s share
plans. Slaughter and May LLP was also engaged by the
Company Secretary to provide legal advice to the
Committee and employment law advice concerning
senior executives of the Company.
The Company continually assesses on-going advice
provided by its advisers on remuneration matters.
The fees paid to advisers in respect of work carried out
for the year under review are shown in the table below:
Kepler Associates
Grant Thornton
Slaughter
and May LLP
Remuneration
Committee
Support
Other Support
£86,832
–
–
£60,360
–
£14,500
50
Workspace Group PLC Annual Report and Accounts 2013SUMMARY OF REMUNERATION FOR YEAR
ENDED 31 MARCH 2013
The table below sets out a single figure for the total remuneration received by each Executive Director for the year
ended 31 March 2013 and the prior year:
Salary1
Fees1
Benefits2
Pension
Annual bonus3
total
ltiP
2009 Award4,5
2010 Award4
Jamie hopkins1
Graham Clemett
2013
£000
400.0
–
17.1
60.0
480.0
957.1
2012
£000
23.1
37.7
0.9
3.4
–
65.1
2013
£000
250.0
–
18.1
41.2
300.0
609.3
2012
£000
221.6
–
17.8
36.6
249.4
525.4
–
–
–
–
–
645.4
475.1
–
Notes:
1.
Jamie hopkins was appointed as an Executive Director with effect from 12 March 2012. The remuneration reported is that received for qualifying
services as an Executive Director (and, fees for services as a Non-Executive Director up to 12 March 2012). Jamie hopkins served as an Executive
Director for only part of 2012 and therefore figures reported for 2012 do not reflect a 12-month period in this role.
The figures have been calculated as follows:
2. Taxable value of benefits received in the year which includes items such as car allowance and private health insurance.
3. Annual bonus: this is the total bonus earned in respect of performance during the relevant year. For 2013 the Committee set a minimum deferral
requirement of 25% of the bonus earned, equivalent to £120,000 for Jamie hopkins and £75,000 for Graham Clemett.
4. LTIP: this is the market value of shares that vested on performance to 31 March of the relevant year. (2013: 98.9% of the 2010 LTIP grant vested
on performance, 2012: 66.5% of the 2009 LTIP grant vested on performance). The share price is the trailing three month average on 31 March
2013 of 333p for the 2010 LTIP and the share price at vesting of 2009 LTIP awards on 12 June 2012 was 226.5p.
5. Pursuant to the Workspace Long Term Equity Incentive Plan, share awards (conditional on three separate performance conditions for a period
of three years from grant) were made to the Directors on 12 June 2009. Prior to the vesting date of 12 June 2012, these were converted to nil
cost options to ease administration. This does not increase the overall cost to the Company. The period in which the nil cost option may normally
be exercised started on the vesting date 12 June 2012 and will end on 12 June 2017, which is five years after the date of vesting of the award.
REMUNERATION COMPONENTS FOR EXECUTIvES
BASE SALARY AND BENEFITS
The Committee reviews base salaries annually with any changes normally taking effect from 1 April. Individual pay levels
are determined by reference to the external economic environment, individual performance, experience and rates of
salary for similar jobs in companies of a similar sector and size. Consideration is also given to salary increases across
the Company.
In April 2013, the Committee reviewed the base salary of the Chief Executive Officer and the Chief Financial Officer.
The Committee considered it appropriate that an increase of 2.2% be made to the Executive salaries which is in line
with the average salary increase across the Group.
The next salary review date for Executives will be 1 April 2014.
All Executive Directors are provided with a Company mobile phone, a car allowance, private health insurance, death
in service cover and an employer’s contribution to a defined contribution (money purchase) scheme. Executives may
also join the SAYE scheme.
Jamie hopkins and Graham Clemett receive an employer’s pension contribution equal to 15% and 16.5% of basic salary
respectively, which is made to a defined contribution (money purchase) scheme.
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CONTINUED
ANNUAL BONUS SCHEME
The Group operates an annual bonus scheme which provides for a capped variable (performance related) bonus.
The maximum bonus potential for the Executive Directors is set at 120% of basic annual salary.
The Committee sets a minimum deferral or investment each year into Workspace shares. For 2012/13 the Committee
set a minimum deferral requirement of 25% of the bonus earned.
The preferred mechanism for meeting this requirement is participant investment in the LTIP. however, the Committee
will retain the discretion to mandate deferral of 25% of bonus earned (which will vest after two years, subject to
continued employment) or allow executives to make an equivalent investment in the LTIP. For 2012/13 the Committee
has allowed Executives to make an equivalent investment in the LTIP.
The Corporate performance measures and their weightings for 2012/13 Executive Director annual bonuses are
illustrated below.
1. Trading profit before tax (50%)
2. Capital Return from portfolio versus a defined comparator index compiled by IPD (30%)
3. Customer satisfaction (10%)
4. Personal objectives
The performance measures applicable for the year ended 31 March 2013 and performance against them are
detailed below:
measure
Proportion
Bonus Performance targets
Corporate
50%
Personal
Maximum Bonus
(% of salary)
120%
Trading profit before tax
Capital return from the portfolio versus a
defined comparator index compiled by IPD
Customer satisfaction (based on survey results)
30%
10%
Corporate performance bonus may be adjusted by a
factor in the range of 0.67 to 1.33 (with factors greater
than 1.0 reflecting superior performance)
Performance achieved
(% of bonus earned)
Jamie
hopkins
50%
Graham
Clemett
50%
30%
10%
30%
10%
1.33
1.33
Total Bonus Earned
(% of salary)
120%
120%
Against each measure the bonus starts to be paid on the achievement of a threshold performance, increasing on
a straight line basis until stretch performance is achieved, at which point the full bonus potential for that measure
is earned.
The Committee assessed performance and was pleased to note that during the year the Company outperformed
on every measure. The results of the quantitative measures were:
FINANCIAL AND CORPORATE
– Trading profit after interest up 12% to £17.9m.
– The Company delivered a capital return of 13.8%, significantly outperforming the relevant IPD benchmark which
had a capital return of 3.2%.
– Customer satisfaction survey confirming 82%.
52
Workspace Group PLC Annual Report and Accounts 2013
The Committee considered performance during the year
against personal and strategic objectives and noted the
following achievements in particular:
– An increased focus on improving the quality of
our investor relations and clear communication of
our strategy.
– Successful launch of Retail Bond in October 2012.
– Successful execution of targeted acquisitions and
disposals.
In the event of a change of control, LTIP awards would
normally be pro-rated for time and performance, in line
with best practice.
Participation in the Plan extends to members of the
Executive Committee and the Group’s senior managers.
Full details of the awards made to the Executive Directors
under the Plan are shown on page 59.
– Good progress made on development projects with
£29m invested on capital expenditure projects for
significant income and capital growth.
– Good performance against key operational and
financial metrics:
– Rental Income growth. Underlying net rental income,
excluding disposals, up 6% to £46.5m.
– Underlying property valuation excluding disposals
and capital expenditure up 7.7% to £830m.
– Dividend for year up 10% to 9.67p per share.
– Net asset value per share up 13% to £3.48.
As part of its review of remuneration arrangements during
the year, the Committee identified some modifications for
the Company’s long-term incentive arrangements which
are summarised below. The Committee consulted with the
Company’s largest shareholders, the ABI and RREV on the
proposals during Spring 2013. In total, the holders of more
than 50% of Workspace’s shares were consulted on the
changes as part of the review. The Committee believes
that the changes are in the interests of shareholders and
will assist the Company in continuing to motivate and
retain the talent it needs to reinforce long-term success.
Following consideration of the above, the Committee
awarded Jamie hopkins and Graham Clemett a bonus of
120% of salary.
2013 LTIP AWARD
Summary of changes to LTIP grants for 2013:
For 2013/14, the structure of the Annual Bonus will remain
as described above.
LONG-TERM EQUITY INCENTIvE PLAN (‘LTIP’)
The Plan provides for annual awards of performance
shares of up to 100% of salary (200% in exceptional
circumstances) and matching share awards of up to 2 for 1
on investments in Workspace of up to 50% of net salary.
The maximum matching share award that may be granted
to the Executive Directors is 100% of their annual basic
salary. The Company awards matching shares in respect
of an amount equivalent to two times the grossed up (for
income tax and National Insurance) amount invested by
the participant in Invested Shares.
Vesting of performance shares and matching shares is
based 1/3, 1/3, 1/3 on three-year relative NAV growth,
relative TSR and absolute TSR. Relative performance is
measured against the constituents of the FTSE 350 Real
Estate Index. In addition, for any shares to vest on TSR, the
Committee must satisfy itself that the recorded TSR is a
genuine reflection of the underlying business performance
of Workspace. For awards granted in 2010, 2011 and 2012,
for any shares to vest on absolute TSR, the Company’s
TSR must exceed the median TSR of the Comparator
group by over +1.5% p.a. over the performance period.
The TSR and NAV performance conditions have been
selected to ensure a balanced portfolio of measures which
are well aligned with shareholder interests. The Committee
believes a blend of relative and absolute performance is
most appropriate for Workspace and that use of absolute
TSR underpinned by relative TSR provides transparency
for executives and shareholder alignment (as this element
will only vest if there is outperformance of sector peers).
– Calibrate relative TSR performance under the LTIP
using a simple ranking (rather than % outperformance)
to provide a more consistent level of stretch for
future cycles. Under this approach, the relative
TSR element of LTIP awards will start to vest if
Workspace’s three year TSR percentile rank is
51st centile (20% vesting), rising on a straight-line
basis to full vesting at upper quartile.
– Extend the LTIP time horizon by introducing a 1-year
holding period, with clawback. The Committee
reviewed whether the time horizon of the LTIP should
be lengthened to reflect current thinking on best
practice. The Committee concluded that at this time
it would be appropriate to retain the three year
performance period, in line with our closest peers to aid
the recruitment of senior hires. however, the Committee
decided to require net vested LTIP shares to be held
for one year, with clawback, before the shares can be
sold to provide additional alignment with shareholders.
– Modify the LTIP absolute TSR performance zone
for future awards to a range of 8% p.a. to 17% p.a.
These remain above the targets originally approved
by shareholders. The Committee believes the resulting
targets will be appropriately stretching for the next
three years. Vesting of the absolute TSR element of
2013 LTIP awards will continue to be underpinned by
relative TSR to ensure this element can only vest if
Workspace outperforms its sector peers (as well as
Committee discretion).
– To further encourage share ownership and strengthen
alignment with shareholders, the Committee increased
the share ownership guideline for Executive Directors
from 100% to 150% of salary and introduced a time
horizon of five years from appointment by which to
attain the guideline.
53
Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100Workspace Group PLC Annual Report and Accounts 2013directors’
remuneration rePort
CONTINUED
In summary, the 2013 LTIP grant will be subject to the following performance conditions:
Performance
condition
level of
performance
one-third
Growth in Net Asset Value
plus dividends relative to
companies in the FTSE 350
Real Estate Index
Company’s
percentile rank
% of award
vesting
one-third
Relative TSR (share price
growth plus reinvested dividends)
relative to companies in the
FTSE 350 Real Estate Index
Company’s
percentile rank
% of award
vesting
one-third
Absolute TSR1
Company’s
performance
% of award
vesting
awards to be made in June 20131,2
threshold
maximum
51st percentile
20%
51st percentile
20%
75th percentile 100%
75th percentile 100%
8% p.a.
17% p.a.
20%
100%
Net vested LTIP shares are required to be held for a one-year holding period before the shares can be sold.
For any shares to vest on absolute TSR, the Company’s TSR must exceed the median TSR of the comparator group over the performance period.
1.
2. There is straight line vesting between the threshold and maximum performance levels.
For the Executive Directors, the Committee intends to make the awards following the release of the Company’s
preliminary results announcement on 11 June 2013 and the anticipated size of awards is detailed below.
Director
CEO
CFO
Performance Award
100% of salary
100% of salary
Maximum potential
Matching Award
100% of salary
100% of salary
In order to participate in the matching element of the plan, the Director must use his own funds to purchase ordinary
shares, up to a maximum of 50% of net annual basic salary.
RECAP OF PERFORMANCE CONDITIONS FOR EXISTING AWARDS
Performance
condition:
level of
performance
one-third
Growth in Net Asset
Value relative to
companies in the FTSE 350
Real Estate Index
Company’s
percentile rank
% of award
vesting
one-third
TSR (share price growth plus
reinvested dividends) relative
to companies in the FTSE 350
Real Estate Index
Company’s
performance
% of award
vesting
one-third
Absolute TSR1
Company’s
performance
% of award
vesting
awards made in 2010, 2011 and 20121,2
51st percentile
20%
threshold
maximum
75th percentile 100%
Median
Median +
7.5% p.a.
20%
100%
11% p.a.
20% p.a.
20%
100%
1.
For any shares to vest on absolute TSR, the Company’s TSR must exceed the median TSR of the comparator group by +1.5% p.a. over the
performance period.
2. There is straight-line vesting between the ‘threshold’ and ‘maximum’ performance levels.
CEO 2012 LTIP AWARD
As described in last year’s Remuneration Report, the Company granted its new CEO a special one-off award to enable
his recruitment. Jamie hopkins then went on to invest £300k from his own funds, acquiring 112,525 Workspace shares,
following which the Company granted Jamie hopkins a one-off award of 112,525 restricted shares (based on 1x the
number of shares acquired), which may vest subject to the achievement of an absolute TSR underpin of 4% p.a. The
Company also granted the new CEO an award under the current LTIP of 164,117 in performance shares (equal to 125% of
salary), which will vest subject to the same performance conditions as for other executives, i.e. 1/3, 1/3, 1/3, on three
year relative NAV, relative TSR and absolute TSR (subject to a relative TSR underpin). These awards were necessary to
secure the services of the new CEO, and have been structured to require the new CEO to make a substantial investment
in Workspace shares, as well as provide alignment with shareholder interests from the outset.
The performance period is the three years to 31 March 2015, and the awards may vest three years from the date of
grant, namely 19 November 2015.
54
Workspace Group PLC Annual Report and Accounts 2013
2010 LTIP vESTING
The three year performance period of 2010 LTIP awards
ended on 31 March 2013. Workspace’s three-year NAV
growth (plus dividends) of 12.9% p.a. was 79th percentile
against the FTSE 350 Real Estate which warranted 100%
of this element vesting (equivalent to 33.3% of LTIP shares
awarded). Over the three years from 1 April 2010 to
31 March 2013, Workspace’s TSR outperformed the
median TSR of the FTSE 350 Real Estate by 8.1% p.a.
which warranted 100% of this element vesting (equivalent
to 33.3% of LTIP shares awarded). Workspace’s absolute
TSR of 19.6% p.a., warranted 96.5% of the absolute TSR
element vesting (equivalent to 32.2% of LTIP shares
awarded).
The Committee considered this together with the
underlying business performance of Workspace, and
concluded that 98.9% of the 2010 LTIP shares awarded
to Executives would vest.
JOINTLY HELD LTIP AWARDS
In 2009 the Company offered participants the
opportunity to restructure their 2009 LTIP awards and
future awards so that they acquired shares jointly with the
Company’s Employee Share Ownership Trust (‘ESOT’),
with the effect that the growth in value of the shares
creates a capital gain (taxed currently at 18%). Individuals
were required to pay appropriate income tax and National
Insurance as part of their upfront acquisition. If the awards
vest, the participants keep their part-interest in the shares
and the ESOT also transfers its part-interest to the
participant at that stage, so that they receive the full value
of the shares as intended under the terms of the Plan.
This restructuring has generated ongoing savings for the
Company and participants.
For the 2009 and 2010 awards Graham Clemett accepted
the joint ownership awards as part of his total awards,
taking half of his awards as joint ownership awards, with
the remainder in the original conditional shares structure.
Under the rules of the SAYE Scheme, a requirement
exists to renew the terms of the scheme every 10 years.
At the Annual General Meeting in 2012, shareholders
authorised the Company to amend the SAYE Scheme
to allow options to continue to be granted until the
20th anniversary of the original date of adoption of
the SAYE Scheme by the Company on 29 July 2003.
SHARE INCENTIvE PLAN (SIP)
The Company implemented a SIP in March 2013. The
SIP is an all employee share plan that is tax approved
by hM Revenue & Customs. The share awards granted
under the SIP constituted a one-off offer to employees
in 2013 (although the SIP rules are flexible enough to
accommodate subsequent offers) where up to £1,000
of free shares were granted per employee.
51,800 ordinary shares were purchased by the Company
on the market to grant the free shares and are held in a
UK resident trust. The free shares are to be held in the
Trust for a minimum period of three years before they
can be withdrawn by the employees.
SHARE-BASED AWARDS AND DILUTION
The Company’s share schemes are funded through a
combination of shares purchased in the market and
new-issue shares, as appropriate. The Company monitors
the number of shares issued under these schemes and
their impact on dilution limits. The Company’s usage of
shares compared to the relevant dilution limits set by the
Association of British Insurers (ABI) in respect of all shares
plans (10% in any rolling ten-year period) and executive
share plans (5% in any rolling ten-year period) as at
31 March 2013 is detailed below.
As of 31 March 2013, around 4.3m (3.0%) and 3.6m (2.5%)
shares have been, or may be, issued to settle awards
made in the previous 10 years in connection with all share
schemes and executive share schemes respectively.
Awards that are made but then lapse or are forfeited are
excluded from the calculations.
For the 2011 and 2012 awards the Executive Directors
did not participate in joint ownership awards.
ALL SHARE PLANS
EXECUTIvE SHARE OPTIONS
Details of outstanding grants made to the Executive
Directors under the Executive Share Option Scheme and
the performance targets that have to be satisfied for the
options to become exercisable are shown on pages 59
and 60. No grants of options were made during the year
under the Executive Share Option Scheme and no further
grants will be made.
Actual
Limit
0
1
2
3
4
SAvINGS RELATED SHARE OPTION PLAN
Executive Directors can participate in the Savings Related
Share Option Plan (the ‘SAYE Scheme’) which is open to
all employees.
The scheme is subject to hMRC rules which limit the
maximum monthly savings to £250. Under the SAYE
Scheme, options are granted to acquire the number of
shares that the total savings will buy when the contract
matures, at a discounted price set at the start of the
scheme. The details of the options granted to Executive
Directors are shown on page 59.
EXECUTIvE SHARE PLANS
Actual
Limit
0
1
2
3
4
5
%
5
%
6
7
8
9
10
6
7
8
9
10
55
Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100Workspace Group PLC Annual Report and Accounts 2013
directors’
remuneration rePort
CONTINUED
EXIT PAYMENTS DURING THE YEAR
harry Platt retired from office as Chief Executive on 31 March 2012 but remained employed by the Company until the
end of June 2012 to facilitate an orderly handover. Salary and other benefits (cash in lieu of pension and private health
insurance), were paid to harry Platt until the end of June 2012 totalling £105,428. As described in last year’s
Remuneration Report, harry Platt did not participate in FY 2013 annual bonus and did not receive an LTIP award. he
received 2009 LTIP shares which vested in June 2012. he also retained an interest in the 2010 and 2011 LTIP grants,
although awards are pro-rated for time based on the proportion of the vesting period served and for performance to
the end of the relevant three-year performance period.
No termination payments were made to harry Platt in respect of his notice period upon his retirement from the Board.
EXECUTIvE DIRECTOR SHARE OWNERSHIP
The Committee has adopted guidelines for Executive Directors and other senior executives to encourage substantial
long-term share ownership. During the year, the minimum guideline was 100% of salary for the Executive Directors.
however, as part of the review of remuneration policy, the Remuneration Committee agreed that shareholding
guidelines would be increased to 150% of salary to be achieved within five years of appointment from 1 April 2013.
The table below shows the Executive Directors’ interests in shares and the extent to which Workspace’s shareholding
guidelines are achieved.
Graham Clemett
Jamie hopkins
Number of
shares held as
at 31 March 2013
120,823
117,706
Value of
shares held at
31 March 20131
£414,664
£403,966
Current
shareholding
(% salary)
Shareholding
guideline
(as % of salary)
166%
101%
100%
100%
Guideline met
Yes
Yes
Notes:
1.
Value of shares is based on a price of £3.432 as at 28 March 2013.
The table below shows the Executive Directors’ interests in shares which includes all shares owned beneficially together
with those interests in shares which have vested and are no longer subject to deferral or performance conditions and
may be included as an interest in shares under Workspace’s shareholding guidelines.
Executive Director
Graham Clemett
Jamie hopkins
Type
Owned or
vested outright
Unvested and
subject to deferral
Shares
Nil cost options1
Market value
options2
Shares
Nil-cost options1
Market value
options2
120,823
226,869
Nil
117,706
Nil
Nil
Nil
Nil
4,663
Nil
Nil
4,663
Subject to
performance3
542,046
Nil
Nil
276,642
Nil
Total
662,869
226,869
4,663
394,348
Nil
Nil
4,663
1.
Interests in shares under awards made in the form of nil-cost options and market value options are stated before the operation of any applicable
withholdings for tax and social security which would typically arise when a vested award is exercised. Further details can be found on page 60 of
this report.
2. Market value options include SAYE options outstanding and not yet matured as at 31 March 2013. The exercise price of these was set at 80% of
the market value of a share at the invitation date.
3. For Graham Clemett, the interest in shares of 542,046 consists of the total LTIP awards made in 2010, 2011 and 2012, details of which can be
found on page 59 of this report. Similarly, for Jamie hopkins, the interest in shares of 276,642 consists of the performance and matching share
awards made under the LTIP Plan in November 2012 details of which can be found on page 59 of this report.
56
Workspace Group PLC Annual Report and Accounts 2013PERFORMANCE REvIEW
Figure 1: Value of £100 invested on 31 March 2008
Workspace Group
FTSE All-Share Index
FTSE SmallCap Index
FTSE 250
FTSE 350 Real Estate
n
o
d
e
t
s
e
v
n
i
0
0
1
£
f
o
e
u
l
a
V
)
£
(
8
0
0
2
h
c
r
a
M
1
3
180
160
140
120
100
80
60
40
20
0
31 Mar
2008
31 Mar
2009
31 Mar
2010
31 Mar
2011
31 Mar
2012
31 Mar
2013
Figure 2: Value of £100 invested on 31 March 2009
Workspace Group
FTSE All-Share Index
FTSE SmallCap Index
FTSE 350 Real Estate
FTSE 250
n
o
d
e
t
s
e
v
n
i
0
0
1
£
f
o
e
u
l
a
V
)
£
(
9
0
0
2
h
c
r
a
M
1
3
400
350
300
250
200
150
100
50
0
31 Mar
2009
31 Mar
2010
31 Mar
2011
31 Mar
2012
31 Mar
2013
Figure 3: Value of £100 invested on 31 March 2010
n
o
d
e
t
s
e
v
n
i
0
0
1
£
f
o
e
u
l
a
V
)
£
(
0
1
0
2
h
c
r
a
M
1
3
180
160
140
120
100
80
60
40
20
0
Workspace Group
FTSE All-Share Index
FTSE SmallCap Index
FTSE 250
FTSE 350 Real Estate
31 Mar
2010
31 Mar
2011
31 Mar
2012
31 Mar
2013
Figure 1 above compares the total shareholder return performance (TSR) of the Group with benchmark indices over
the last five years. Given the differing benchmarks used for such performance measurement your Board has decided
to undertake this comparison against all of the FTSE 250, FTSE All Share, FTSE Small Cap and FTSE 350 Real Estate
indices. In the opinion of the Directors, these indices are the most appropriate against which the total shareholder
return of Workspace Group PLC should be measured.
Figure 2 above compares the TSR performance of the Group against benchmark indices over the last four years.
Figure 3 above compares the TSR performance of the Group against benchmark indices over the last three years.
57
Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100Workspace Group PLC Annual Report and Accounts 2013
directors’
remuneration rePort
CONTINUED
THE FOLLOWING SECTIONS OF THE REMUNERATION REPORT ARE SUBJECT TO AUDIT:
DIRECTORS’ EMOLUMENTS
Fees
2013
£000
Base
salary
2013
£000
Performance
bonus
2013
£000
Other
benefits
2013
£000
total
emoluments
2013
£000
Pension
scheme
contributions
2013
£000
Total
emoluments
2012
£000
Pension
scheme
contributions
2012
£000
executive directors
Jamie hopkins1,4
Chief Executive Officer
Graham Clemett2,4
Chief Financial Officer
Prior executive
directors
harry Platt5
non-executive
directors
Daniel Kitchen
(Chairman)
Bernard Cragg3
John Bywater3
Maria Moloney
Chris Girling
Prior non-executive
directors
Jamie hopkins1
Antony hales
–
–
–
–
125.0
45.0
45.0
34.6
5.8
–
–
255.4
255.4
400.0
480.0
250.0
300.0
17.1
18.1
897.1
60.0
24.0
568.1
41.2
488.8
3.4
36.6
–
–
650.0
780.0
–
35.2
–
1,465.2
–
101.2
716.7
1,229.5
–
40.0
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
650.0
780.0
35.2
125.0
45.0
45.0
34.6
5.8
–
–
255.4
1,720.6
–
–
–
–
–
–
–
–
101.2
98.8
45.0
45.0
–
–
37.7
32.7
259.2
1,488.7
–
–
–
–
–
–
–
–
40.0
Notes:
1.
Jamie hopkins was appointed as an Executive Director with effect from 12 March 2012. Consequently, he received a fee for services as a
Non-Executive Director up to 12 March 2012 and then a salary from this date.
2. During the year, Graham Clemett sacrificed part of his basic pay so that pension contributions equal to the amount sacrificed were made into
a pension plan for the benefit of his dependants.
3. Messrs Cragg and Bywater received a fee of £5,000 for acting as Chairman of the Audit and Remuneration Committee respectively.
4. For 2012/13 the Committee set a minimum deferral requirement of 25% of the bonus earned. Equivalent to £75,000 for Graham Clemett
and £120,000 for Jamie hopkins.
5. harry Platt retired from office as Chief Executive on 31 March 2012. No employer pension contributions were made to harry Platt, but he
received, instead, a cash allowance of £55,600 per annum in lieu of pension at no additional cost to the Company.
DIRECTOR INTERESTS IN SHARES AT 31 MARCH 2013
The following table shows the beneficial interests of the Directors in the shares of the Company as required by the
listing rules:
Daniel Kitchen1
Jamie hopkins
Graham Clemett
John Bywater
Bernard Cragg
Maria Moloney2
Chris Girling3
1. Daniel Kitchen acquired 1,000 6% sterling Bonds on 2 October 2012 at a price of £100 per Bond.
2. Maria Moloney was appointed to the Board on 22 May 2012.
3. Chris Girling was appointed to the Board on 7 February 2013.
Damon Russell did not hold any shares on date of appointment on 29 May 2013.
Directors’ interests in Incentive Plans and Share Options are disclosed on pages 59 and 60.
There have been no changes in the interests in the period between 31 March 2013 and 11 June 2013.
58
31 march
2013
31 March
2012
37,500
117,706
120,823
3,899
66,590
nil
nil
37,500
4,889
99,464
3,899
66,590
Nil
Nil
Workspace Group PLC Annual Report and Accounts 2013SUPPLEMENTARY INFORMATION ON DIRECTORS’ REMUNERATION
LONG-TERM EQUITY INCENTIvE PLAN 2008
Details of current awards outstanding to the Executive Directors are as follows:
at 1 April 2012
Lapsed during the year
Vested during the year
at 31 March 2013
Performance
Invested
Matching Performance Matching Performance
Invested
Matching Performance
Invested
Matching
Jamie
hopkins
19/11/2012
graham
clemett
12/06/2009
06/07/2010
04/08/2011
18/06/2012
harry
Platt
12/06/2009
06/07/2010
04/08/2011
–
–
–
–
–
–
–
–
164,117
112,525
112,525
175,175
98,057
73,882
–
40,064
23,282
17,732
–
140,139
98,057
73,882
–
(58,624)
–
–
–
(46,900)
–
–
–
(116,551)
–
–
–
(40,064)
(93,239)
–
–
–
–
–
–
–
98,057
73,882
99,084
–
23,282
17,732
23,780
–
98,057
73,882
99,084
213,306
149,252
112,455
60,982
35,438
26,989
213,306
149,252
112,455
(71,386)
(49,750)
(74,970)
(71,386)
(49,750)
(74,970)
(141,920)
(60,982)
(141,920)
–
–
–
–
–
–
–
99,502
37,485
–
35,438
26,989
–
99,502
37,485
Notes:
1.
2. Performance Awards were made to the Executive Directors: In June 2009 in respect of 100% and 125% of annual salary for harry Platt and
Awards will vest subject to the satisfaction of performance conditions detailed on page 54 over the three-year performance period.
Graham Clemett respectively based on a share price at date of award of 16 pence. In July 2010 in respect of 90% of annual salary based on a
share price at date of award of 20.58 pence; In July 2011 in respect of 90% of annual salary based on a share price at date of award of 27 pence.
In June 2012 in respect of 90% of annual salary for Graham Clemett based on a share price at date of award of £2.2708. No LTIP awards were
made to harry Platt in 2012. For Jamie hopkins, Performance Share Awards were made in respect of 125% of gross salary in November 2012
based on a share price of £3.0466 and Matching Share Awards of 112,525 (subject to overall cap of 1x salary at grant) made in November 2012
based on a share price of £3.0466.
3. Any shares purchased by the Executive Directors during and since the Rights Issue were allowed to count towards investments for the Invested
Shares subject to the normal cap on individual participation of 50% of net salary.
4. Matching Awards were granted to participants who purchased Invested Shares or who used shares acquired during and since the Rights Issue as
Invested Shares. In 2010, 2011 and 2012, Executive Directors invested an amount equal to 45% of their net annual basic salary in invested shares.
Matching awards were granted to participants who purchased invested shares.
5. Participants are entitled to dividends payable on the Invested Shares. The Invested Shares which are beneficially owned by participants are
included in the table detailing Ordinary Shares held by Directors on page 58 of this Report.
6. 2009 awards were initially granted as conditional award of shares. On 8 December 2009 the Executive Directors elected to convert part of the
awards into a combination of interest in shares beneficially held, and linked options over the same total value. Whilst the 2009 conditional share
awards vested on 12 June 2012, Graham Clemett elected to convert his awards of 209,789 into nil cost options prior to the date of vesting.
For the 2010 awards, the Executive Directors elected to convert part of the awards into a combination of interest in shares beneficially held, and
linked options over the same total value.
7.
SHARE OPTIONS (AUDITED)
The following table shows the interests of the Directors who served during the year in Savings Related Share Option
Plan which is subject to hMRC rules.
Director
At 01/04/2012
Granted
during
the year
Lapsed
during
the year
Exercised
in year
At
31/03/2013
Exercise price
From
To
Normal exercise date
Jamie
hopkins
graham
clemett
total
–
4,6631
7,8691
7,869
–
4,6631
9,326
–
–
–
–
–
4,663
£1.93
01.09.2015
01.03.2016
(7,869)
(7,869)
–
4,663
9,326
£1.15
£1.93
01.09.2012
01.09.2015
01.03.2013
01.03.2016
1. Relate to options granted under the rules of the SAYE Scheme and exercised in full in accordance with SAYE Scheme rules.
59
Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100Workspace Group PLC Annual Report and Accounts 2013
directors’
remuneration rePort
CONTINUED
The table below shows the interests of harry Platt, a former Executive Director in the Savings Related Share Option
Plan and the 2000 Approved Executive Share Option Plan.
Director
At 01/04/2012
harry Platt
Granted
during
the year
Lapsed
during
the year
Exercised
in year
At
31/03/2013
Exercise price
From
To
Normal exercise date
56,2991
37,4861
18,9491
11,2771
7,8692
131,880
–
–
–
–
–
–
(56,299)
(37,486)
(18,949)
(11,277)
–
(124,011)
–
–
–
–
(7,869)
(7,869)
–
–
–
–
–
–
£8.66
£8.25
£13.16
£17.81
£1.15
29.07.2005
29.07.2012
30.06.2006 30.06.2013
30.06.2007 30.06.2014
17.06.2015
17.06.2008
01.03.2013
01.09.2012
total
Notes:
1.
Under the rules of the Executive Share Option Plan, if an option holder ceases to be a Director or employee of the Company on account of injury,
ill health, disability, redundancy or retirement the Option may be exercised within a period of six months after cessation. Given that the exercise
price of all options that potentially could have been exercised were greater than the mid-market closing share price of Workspace ordinary
shares on 31 December 2012 (six months from date of cessation of harry Platt) no profit would have arisen upon exercise of any of these options.
Consequently, these Options have been lapsed in full.
The closing mid-market price of Workspace Group PLC ordinary shares at 31 December 2012 was £3.02 and 28 March 2013 was £3.432.
During the year, the price of the Company’s shares varied between £2.13 and £3.63.
2. Relate to Options granted under the rules of the SAYE Scheme and exercised in full in accordance with the SAYE Scheme rules.
There have been no changes in Directors’ interests over options in the period between the balance sheet date and
11 June 2013.
NIL COST OPTIONS
Graham Clemett holds the following nil cost options.
Name
Graham Clemett
Number of nil cost options
226,869
Pursuant to the Workspace Long Term Equity Incentive Plan 2008, share awards (conditional on three separate
performance conditions for a period of three years from grant) were made to the Directors on 12 June 2009. Prior
to the vesting date, 12 June 2012, these were converted to nil cost options to ease administration. This does not
increase the overall expected cost to the Company. The period in which the 209,789 nil cost options may normally
be exercised commenced on the vesting date, 12 June 2012 and will end on 12 June 2017, which is five years after the
date of vesting of the award.
As part of the bonus arrangements, share awards (conditional on continuous employment for a period of two years
from grant) were made to Mr Clemett on 12 June 2009. Prior to the vesting date, 12 June 2011, these were converted
into nil cost options. The period in which the 17,080 nil cost options may normally be exercised commenced on the
vesting date, 12 June 2011 and will end on 12 June 2019, which is 10 years after the date of the original award.
By Order of the Board
JOHN BYWATER
ChAIRMAN OF ThE REMUNERATION COMMITTEE
11 June 2013
60
Workspace Group PLC Annual Report and Accounts 2013
directors’
resPonsiBilities
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual
Report, the Directors’ Remuneration Report and the
Group and the Parent Company financial statements
in accordance with applicable law and regulations.
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.
Each of the current Directors, whose names and functions
are listed on pages 30 and 31 and 35 to 44 of the Annual
Report, confirm that, to the best of their knowledge:
– The Group financial statements, which have been
prepared in accordance with IFRSs as adopted by
the EU, give a true and fair view of the assets, liabilities,
financial position and profit of the Group; and
– The Business Review on pages 16 to 25 includes a
fair review of the development and performance of
the business and the position of the Group, together
with a description of the principal risks and
uncertainties that it faces.
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 International Financial Reporting
Standards (IFRSs) as adopted by the European Union,
and the Parent Company financial statements in
accordance with applicable law and United Kingdom
Generally Accepted Accounting Standards (United
Kingdom Accounting Standards and applicable law).
Under company law, the Directors must not approve
the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of
the Company and the Group and of the profit or loss
of the Group for that period.
In preparing those financial statements, the Directors
are required to:
– Select suitable accounting policies and then apply
them consistently;
– Make judgements and estimates that are reasonable
and prudent; and
– State whether IFRSs as adopted by the European
Union and applicable UK Accounting Standards have
been followed, subject to any material departures
disclosed and explained in the Group and Parent
Company financial statements respectively.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and the Group and to enable them to ensure that the
financial statements and the Directors’ Remuneration
Report comply with the Companies Act 2006 and, as
regards the Group financial statements, Article 4 of the
IAS Regulation. They are also responsible for safeguarding
the assets of the Company and the Group and hence for
taking reasonable steps for the prevention and detection
of fraud and other irregularities.
61
Review of operations 01-26 Governance 27-61 Financial statements 62-95 Shareholder information 96-100Workspace Group PLC Annual Report and Accounts 2013INDEPENDENT AUDITORS’ REPORT TO
THE MEMBERS OF WORKSPACE GROUP PLC
We have audited the Group financial statements of
Workspace Group PLC for the year ended 31 March 2013
which comprise the Consolidated Income Statement,
Consolidated Statement of Comprehensive Income,
Consolidated Balance Sheet, Consolidated Statement of
Changes in Equity, Consolidated Statement of Cash Flows
and the related notes. The financial reporting framework
that has been applied in their preparation is applicable law
and International Financial Reporting Standards (IFRSs)
as adopted by the European Union.
OPINION ON FINANCIAL STATEMENTS
In our opinion the Group financial statements:
– give a true and fair view of the state of the Group’s
affairs as at 31 March 2013 and of its profit and cash
flows for the year then ended;
– have been properly prepared in accordance with IFRSs
as adopted by the European Union; and
– have been prepared in accordance with the
requirements of the Companies Act 2006 and Article 4
of the lAS Regulation.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS
AND AUDITORS
As explained more fully in the Statement of Directors’
Responsibilities set out on page 61, the Directors are
responsible for the preparation of the Group financial
statements and for being satisfied that they give a true
and fair view. Our responsibility is to audit and express
an opinion on the Group financial statements in
accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing
Practices Board’s Ethical Standards for Auditors.
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.
SCOPE OF THE AUDIT OF THE FINANCIAL
STATEMENTS
An audit involves obtaining evidence about the amounts
and disclosures in the financial statements sufficient to
give reasonable assurance that the financial statements
are free from material misstatement, whether caused by
fraud or error. This includes an assessment of: whether
the accounting policies are appropriate to the Group’s
circumstances and have been consistently applied and
adequately disclosed; the reasonableness of significant
accounting estimates made by the Directors; and the
overall presentation of the financial statements. In
addition, we read all the financial and non-financial
information in the Annual Report and Accounts to
identify material inconsistencies with the audited
financial statements. If we become aware of any
apparent material misstatements or inconsistencies
we consider the implications for our report.
OPINION ON OTHER MATTERS PRESCRIBED BY THE
COMPANIES ACT 2006
In our opinion:
– the information given in the Report of the Directors
for the financial year for which the Group financial
statements are prepared is consistent with the
Group financial statements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT
BY EXCEPTION
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report
to you if, in our opinion:
– certain disclosures of Directors’ remuneration specified
by law are not made; or
– we have not received all the information and
explanations we require for our audit; or
Under the Listing Rules we are required to review:
– the Directors’ statement, set out on page 32, in relation
to going concern;
– the part of the Corporate Governance Statement
relating to the Company’s compliance with the nine
provisions of the UK Corporate Governance Code
specified for our review; and
– certain elements of the report to shareholders by
the Board on Directors’ remuneration.
OTHER MATTER
We have reported separately on the Parent Company
financial statements of Workspace Group PLC for the
year ended 31 March 2013 and on the information in the
Directors’ Remuneration Report that is described as
having been audited.
BOWkER ANDREWS
(SEnIOR STATUTORy AUDITOR)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
11 June 2013
62
Workspace Group PLC Annual Report and Accounts 2013CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH
Revenue
Direct costs
Net rental income
Administrative expenses
(Loss)/profit on disposal of investment properties
Loss on disposal of property, plant and equipment
Change in fair value of investment properties
Operating profit
Finance income
Finance costs
Change in fair value of derivative financial instruments
Gains from share in joint ventures
Profit before tax
Taxation
Profit for the year after tax and attributable to owners of the parent
Basic earnings per share (pence)
Diluted earnings per share (pence)
EPRA earnings per share (pence)
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH
Profit for the financial year
Total comprehensive income attributable to owners of the parent
The notes on pages 67 to 90 form part of these financial statements.
notes
1
1
1
2
3
10
2
4
4
4
12
6
8
8
8
2013
£m
69.5
(22.4)
47.1
(11.0)
36.1
(2.2)
–
59.0
92.9
0.2
(19.5)
1.1
1.7
76.4
–
76.4
2012
£m
67.3
(22.5)
44.8
(10.2)
34.6
0.9
(0.1)
35.6
71.0
0.2
(19.3)
(4.6)
1.2
48.5
0.5
49.0
53.3p
52.1p
12.2p
36.3p
35.5p
11.9p
2013
£m
76.4
76.4
2012
£m
49.0
49.0
63
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100
CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH
Non-current assets
Investment properties
Intangible assets
Property, plant and equipment
Investment in joint ventures
Trade and other receivables
Current assets
Trade and other receivables
Cash and cash equivalents
Corporation tax asset
Current liabilities
Derivative financial instruments
Trade and other payables
Net current liabilities
Non-current liabilities
Borrowings
Other non-current liabilities
Net assets
Shareholders’ equity
Ordinary shares
Share premium
Investment in own shares
Other reserves
Retained earnings
Total shareholders’ equity
notes
10
11
12
13
13
14
16(d) & (e)
15
16(a)
20
21
23
22
2013
£m
825.9
0.5
1.7
20.7
6.1
854.9
13.0
11.8
0.8
25.6
(11.1)
(31.3)
(42.4)
(16.8)
(337.7)
–
(337.7)
500.4
144.9
58.8
(8.9)
15.3
290.3
500.4
2012
£m
759.3
0.3
1.1
12.3
4.6
777.6
10.6
26.5
0.6
37.7
(14.2)
(27.5)
(41.7)
(4.0)
(337.3)
(0.9)
(338.2)
435.4
144.1
59.2
(8.7)
13.9
226.9
435.4
EPRA net asset value per share
9
£3.48
£3.08
The notes on pages 67 to 90 form part of these financial statements.
The financial statements on pages 63 to 90 were approved and authorised for issue by the Board of Directors
on 11 June 2013 and signed on its behalf by:
J HOPkINS
G CLEMETT
Directors
64
Workspace Group PLC Annual Report and Accounts 2013
CONSOLIDATED STATEMENT
OF CHANGES IN EqUITy
Balance at 1 April 2011
Profit for the year
Release of revaluation of owner
occupied property
Total comprehensive income
Transactions with owners:
Share issues
Own shares purchase
Dividends paid
Share based payments
Balance at 31 March 2012
Profit for the year
Total comprehensive income
Transactions with owners:
Share issues
Own shares purchase
Dividends paid
Share based payments
Balance at 31 March 2013
Attributable to owners of the Parent
notes
Share
capital
£m
115.3
Share
premium
£m
Investment
in own shares
£m
25.0
(8.0)
22
21
23
7
24
21
23
7
24
–
–
–
28.8
–
–
–
144.1
–
–
0.8
–
–
–
144.9
–
–
–
34.2
–
–
–
59.2
–
–
(0.4)
–
–
–
58.8
–
–
–
–
(0.7)
–
–
(8.7)
–
–
–
(0.2)
–
–
(8.9)
Other
reserves
£m
15.0
–
(1.9)
(1.9)
Retained
earnings
£m
186.5
49.0
1.9
50.9
–
–
–
0.8
13.9
–
–
–
–
–
1.4
–
–
(10.5)
–
226.9
76.4
76.4
–
–
(13.0)
–
Total
£m
333.8
49.0
–
49.0
63.0
(0.7)
(10.5)
0.8
435.4
76.4
76.4
0.4
(0.2)
(13.0)
1.4
15.3
290.3
500.4
The notes on pages 67 to 90 form part of these financial statements.
65
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE yEAR ENDED 31 MARCH
Cash flows from operating activities
Cash generated from operations
Interest received
Interest paid
Tax paid
net cash inflow from operating activities
Cash flows from investing activities
Capital expenditure on investment properties
Proceeds from disposal of investment properties (net of sale costs)
Purchase of intangible assets
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment (net of sale costs)
Investment in joint ventures
Movement in short-term funding balances with joint ventures
Distributions received from joint ventures
net cash outflow from investing activities
Cash flows from financing activities
Proceeds from issue of ordinary share capital
Fees paid on share issue
Finance costs for new/amended borrowing facilities
Settlement and re-couponing of derivative financial instruments
Repayment of bank borrowings
Drawdown of bank borrowings
Retail Bond issue
Payment of priority fee
Outflow on bank facility rental income accounts
Own shares purchase
Dividends paid
net cash (outflow)/inflow from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at start of year
Cash and cash equivalents at end of year
The notes on pages 67 to 90 form part of these financial statements.
notes
18
12
12
19
19
7
18
18
2013
£m
38.6
0.3
(16.6)
(0.2)
22.1
(27.3)
16.7
(0.3)
(1.0)
–
(7.7)
–
0.9
(18.7)
0.4
–
(1.1)
(2.1)
(68.0)
10.0
57.5
(0.9)
(0.7)
(0.2)
(13.0)
(18.1)
2012
£m
35.8
0.1
(18.5)
(0.1)
17.3
(18.3)
8.8
(0.1)
(0.7)
3.8
(4.8)
(0.1)
0.4
(11.0)
66.3
(3.3)
(2.2)
(1.3)
(25.5)
–
–
–
(1.7)
(0.7)
(10.5)
21.1
(14.7)
27.4
26.5
11.8
(0.9)
26.5
66
Workspace Group PLC Annual Report and Accounts 2013NOTES TO THE FINANCIAL STATEMENTS
Workspace Group PLC (‘the Company’) and its
subsidiaries (together ‘the Group’) are engaged in
property investment in the form of letting of business
accommodation to new and growing enterprises
across London.
The Company is a public limited company which is listed
on the London Stock Exchange and is incorporated and
domiciled in the UK.
The registered number of the Company is 2041612.
BASIS OF PREPARATION
These financial statements are presented in sterling, which
is the Company’s functional currency and the Group’s
presentation currency and have been prepared on a going
concern basis, in accordance with International Financial
Reporting Standards (IFRS) and IFRIC interpretations as
adopted by the European Union and with those parts
of the Companies Act 2006 applicable to companies
reporting under IFRS.
The financial statements have been prepared under the
historical cost convention as modified by the revaluation
of investment properties and financial liabilities (including
derivative financial instruments) at fair value through profit
or loss.
SIGNIFICANT JUDGEMENTS, kEY ASSUMPTIONS
AND ESTIMATES
The preparation of financial statements in conformity
with generally accepted accounting principles requires
the use of estimates and judgements that affect the
reported amounts of assets and liabilities at the balance
sheet date and the reported amounts of revenues and
expenses during the reporting period. Although these
estimates are based on management’s best knowledge
of the amount, event or actions, actual results ultimately
may differ from those estimates.
The Group’s significant accounting policies are stated
below. not all of these accounting policies require
management to make subjective or complex judgements.
The following is intended to provide an understanding of
the policies that management consider critical because
of the level of judgement or estimation involved in
their application and their impact on the consolidated
financial statements.
INVESTMENT PROPERTY VALUATION
The Group uses the valuation performed by its
independent valuers as the fair value of its investment
properties. The valuation is based upon assumptions
including estimated rental values, future rental income,
anticipated maintenance costs, future development costs
and the appropriate discount rate. The valuers also make
reference to market evidence of transaction prices for
similar properties.
TRADE RECEIVABLES
The Group is required to judge when there is sufficient
objective evidence to require the impairment of individual
trade receivables. It does this on the basis of the age of
the relevant receivables, external evidence of the credit
status of the receivable entity and the status of any
disputed amounts.
COMPLIANCE WITH THE REAL ESTATE INVESTMENT
TRUST (REIT) REGIME
The Group is a Real Estate Investment Trust (Group REIT).
In order to achieve and retain Group REIT status, several
entrance tests had to be met and certain ongoing criteria
must be maintained. The main criteria are as follows:
– At the start of each accounting period, the assets of the
tax exempt business must be at least 75% of the total
value of the Group’s assets
– At least 75% of the Group’s total profits each year must
arise from the tax exempt business
– At least 90% of the taxable profit of the property rental
business must be distributed
– The Group must take reasonable steps to avoid
payment of dividends to an entity controlling (directly
or indirectly) 10% or more of the voting rights of
Workspace Group PLC.
The Directors intend that the Group should continue as
a Group REIT for the foreseeable future, with the result
that deferred tax is no longer recognised on temporary
differences and valuations relating to the property rental
business and relevant property rental income is treated
as exempt from taxation.
SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies adopted in the
preparation of these consolidated financial statements
are set out below. These policies have been consistently
applied to all years presented unless stated otherwise:
BASIS OF CONSOLIDATION
The consolidated financial statements include the
financial statements of the Company and all its subsidiary
undertakings up to 31 March 2013. Subsidiaries are entities
over which the Group has the power to govern the
financial and operating policies. The financial statements
of subsidiaries are included in the consolidated financial
statements from the date that control commences to the
date control ceases.
Inter company transactions, balances and unrealised gains
from intra group transactions are eliminated. Unrealised
losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred.
67
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
INVESTMENT PROPERTIES
Investment properties are those properties owned or
leased by the Group that are held either to earn rental
income or for capital appreciation, or both, and are not
occupied by the Company or subsidiaries of the Group.
Investment property is measured initially at cost, including
related transaction costs. After initial recognition
investment property is held at fair value based on a
valuation by an independent professional external valuer
at each reporting date. Changes in fair value of investment
property at each reporting date are recorded in the
income statement.
Assets acquired under finance leases are capitalised at
the lease’s commencement at the lower of the fair value
of the leased property and the net present value of the
minimum lease payments. The investment properties
acquired under finance leases are subsequently carried
at fair value. The corresponding rental obligations,
net of finance charges, are included in current and non
current borrowings. Each lease payment is allocated
between liability and finance charges so as to achieve
a constant rate on the finance balance outstanding.
The interest element of the finance cost is charged
to the income statement.
Properties are treated as acquired at the point the
Group assumes the significant risks and rewards of
ownership and are treated as disposed when these are
transferred outside of the Group’s control. Existing
investment properties which undergo redevelopment
and refurbishment for continued future use remain in
investment property where the purpose of holding the
property continues to meet the definition of investment
property as defined above.
Subsequent expenditure is charged to the asset’s carrying
amount only when it is probable that future economic
benefits associated with the expenditure will flow to the
Group, and the cost of each item can be reliably measured.
Certain internal staff costs directly attributable to capital/
redevelopment projects are capitalised. All other repairs
and maintenance costs are charged to the income
statement during the period in which they are incurred.
Capitalised interest on the redevelopment expenditure is
added to the asset’s carrying amount. Borrowing costs
capitalised are calculated by reference to the actual
interest rate payable on borrowings, or if financed out
of general borrowings by reference to the average rate
payable on funding the assets employed by the Group
and applied to the direct expenditure on the property
undergoing redevelopment. Interest is capitalised from
the date of commencement of the redevelopment activity
until the date when substantially all the activities necessary
to prepare the asset for its intended use are complete.
Investment properties are recognised as ‘assets held for
sale’ when it is considered highly probable that sale
completion will take place.
Income from the sale of assets is recognised when the
significant risks and returns have been transferred to the
buyer. In the case of sales of properties this is generally
taken on completion. In the case of a part disposal
agreement, the part of the asset being disposed will
be derecognised from investment property when
completion is reached or when a finance lease agreement
is signed. Any profit or loss on disposal is taken to
other operating income/expense. Where part of the
consideration is in the form of the return to Workspace
of a new commercial building, this element is fair valued
and included in investment property. Where any aspect of
consideration is conditional then the revenue associated
with that conditional item is valued and included as
deferred consideration. The fair value of deferred
consideration is assessed at each period end and changes
in fair value are taken to other operating income/expense.
INTANGIBLE ASSETS
Intangible assets are stated at historical cost, less
accumulated amortisation. Acquired computer software
licences and external costs of implementing or developing
computer software programmes and websites are
capitalised. These costs are amortised over their
estimated useful lives of five years on a straight line basis.
Costs associated with maintaining computer software
programmes are recognised as an expense as they
fall due.
PROPERTY, PLANT AND EQUIPMENT
LAnD AnD BUILDInGS
Land and buildings within property, plant and equipment
related to the owner occupied building of Magenta House
which was sold last year. The Group had adopted the
revaluation model to show this asset category at fair
value less subsequent depreciation for buildings.
EqUIPMEnT AnD FIxTURES
Equipment and fixtures (including motor vehicles) are
stated at historical purchase cost less accumulated
depreciation. Historical cost includes the original purchase
price of the asset and the costs attributable to bringing
the asset to its working condition for its intended use.
Subsequent expenditure is charged to the asset’s carrying
amount or recognised as a separate asset only when it is
probable that future economic benefits associated with
the expenditure will flow to the Group and the cost of
each item can be reliably measured. All other repairs and
maintenance costs are charged to the income statement
during the period in which they are incurred.
68
Workspace Group PLC Annual Report and Accounts 2013Depreciation is provided using the straight line method to
allocate the cost less estimated residual value over the
asset’s estimated useful lives which range from 4-10 years.
The assets’ residual values and useful lives are reviewed
and adjusted, if appropriate, at least at each financial
year end. An asset’s carrying amount is written down
immediately to its recoverable amount if its carrying
amount is greater than its estimated recoverable amount.
JOINT VENTURES
Joint ventures are those entities over which the Group,
either directly or indirectly, is in a position to jointly control
the financial and operating policies of the entity. Joint
ventures are accounted for under the equity method
whereby the consolidated financial statements include
the Group’s investment in and contribution from the
joint venture.
TRADE AND OTHER RECEIVABLES
Trade and other receivables are recognised initially at fair
value and subsequently measured at cost less provision
for impairment where it is established there is objective
evidence that the Group will not be able to collect all
amounts due according to the original terms of the
receivable. The amount of the provision is the difference
between the asset’s carrying amount and the present
value of estimated future cash flows. The provision is
recorded in the income statement.
Deferred consideration on the disposal of investment
properties is included within trade and other receivables.
It is fair valued on recognition and at each year end
with any movement taken to other operating income
and expense.
Other receivables include bank facility rental income
accounts from which interest to lenders is paid.
TRADE AND OTHER PAYABLES
Trade and other payables are initially recognised at fair
value and subsequently held at amortised cost.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in hand, restricted
cash in the form of tenants’ deposits and deposits held on
call with banks. Bank overdrafts are included in current
liabilities but within cash and cash equivalents for the
purpose of the cash flow statement.
BORROWINGS
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently
stated at amortised cost, with any difference between
the initial amount (net of transaction costs) and the
redemption value being recognised in the income
statement over the period of the borrowings, using the
effective interest method, except for interest capitalised
on redevelopments.
Transaction costs are amortised over the effective life of
the amounts borrowed.
DERIVATIVE FINANCIAL INSTRUMENTS
The Group enters into derivative transactions such as
interest rate caps and swaps in order to manage its interest
rate risk. Financial derivatives are recorded at fair value
calculated by valuation techniques based on market prices,
estimated future cash flows and forward interest rates.
Movements in fair value are recognised in the Income
Statement within total finance costs. Amounts payable
or receivable under such arrangements are included
within interest payable or receivable, recognised on an
accruals basis.
SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares are shown
in equity as a deduction, net of tax, from the proceeds.
INVESTMENT IN OWN SHARES
The Group operates an Employee Share Ownership Trust
(ESOT) and a trust for the Share Incentive Plan (SIP).
When the Group funds these trusts in order to purchase
Company shares, the loan is deducted from shareholders’
equity as investment in own shares.
OPERATING SEGMENTS
Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker is the
person or group that allocates resources to and assesses
the performance of the operating segments of an entity.
The Group has determined that its chief operating decision
maker is the Executive Committee of the Company. The
Group considers that it has only one operating segment
being a single portfolio of commercial property providing
business accommodation for rent in London. Discrete
financial information is provided to the chief operating
decision maker on a property by property basis, including
rental income and direct costs and valuation gains
or losses.
69
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
REVENUE RECOGNITION
Revenue comprises rental income, service charges and
other sums receivable from the Group’s investment
properties. Other sums comprise insurance charges,
supplies of utilities, premia associated with surrender of
tenancies, commissions, fees and other sundry income.
All the Group’s properties are leased out under operating
leases and are included in investment property in the
balance sheet. Rental income from operating leases is
recognised in the income statement on a straight line basis
over the lease term. Rent received in advance is deferred
in the balance sheet and recognised in the period to which
it relates to. When the Group provides incentives to its
customers the incentives are recognised over the lease
term on a straight line basis.
Service charges and other sums receivable from tenants
are recognised on an accruals basis by reference to the
stage of completion of the relevant service or transactions
at the reporting date. These services generally related to
a 12 month period.
DIRECT COSTS
Direct costs comprise service charge and other costs
directly recoverable from tenants and non recoverable
costs directly attributable to investment properties and
other revenue streams.
SHARE BASED PAYMENTS
The Group operates a number of share schemes under
which the Group receives services from employees as
consideration for equity instruments of the Group.
The fair value of the employee services received in
exchange for the grant of share awards and options
is recognised as an expense over the vesting period.
Fair value is measured by the use of Black-Scholes and
Binomial option pricing models. The expected life used in
the models has been adjusted, based on management’s
best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
PENSIONS
The Group operates a defined contribution pension
scheme. Contributions are charged to the income
statement on an accruals basis.
INCOME TAX
Current income tax is tax payable on the taxable
income for the year and any prior year adjustment,
and is calculated using tax rates that have been
substantively enacted by the balance sheet date.
DIVIDEND DISTRIBUTIONS
Final dividend distributions to the Company’s
shareholders are recognised as a liability in the Group’s
financial statements in the period in which the dividends
are approved, while interim dividends are recognised
when paid.
70
NEW ACCOUNTING STANDARDS, AMENDMENTS
AND GUIDANCE
a) During the year to 31 March 2013 the Group adopted
the following accounting standards and guidance.
These either had no material impact on the Group’s
financial statements or resulted in changes to
presentation and disclosure only:
Standard or interpretation
Amendment: IFRS 7
Content
Financial instruments:
disclosures on transfers
of financial assets
b) The following accounting standards and guidance are
not yet effective or not yet endorsed by the EU, and are
either not expected to have a significant impact on the
Group’s financial statements or will result in changes to
presentation and disclosure only. They have not been
adopted early by the Group:
Standard or interpretation
IFRS 9
Amendment: IAS 12
Amendment: IAS 1
IFRS 10
IFRS 11
IFRS 12
Amendment: IFRS 10, 11
and 12
IFRS 13
IAS 27 (revised)
IAS 28 (revised)
Amendment: IFRS 7
Amendment: IAS 32
Content
Financial instruments:
classification and
measurement
Income taxes on deferred tax
Financial statement
presentation regarding other
comprehensive income
Consolidated financial
statements
Joint arrangements
Disclosures of interest in
other entities
On transition
guidance
Fair value measurement
Separate financial statements
Associates and joint ventures
Financial instruments:
disclosures, on offsetting
financial assets and liabilities
Financial instruments:
presentation, on offsetting
financial assets and liabilities
Annual improvements 2011 Changes to IFRS 1/IAS 1/
IAS 16/IAS 32/IAS 34
Workspace Group PLC Annual Report and Accounts 2013
1. ANALYSIS OF NET RENTAL INCOME AND SEGMENTAL INFORMATION
Rental income
Service charges
Empty rates and other non recoverables
Services, fees, commissions and sundry income
2013
Direct
costs
£m
(0.2)
(16.0)
(3.4)
(2.8)
(22.4)
Net rental
income
£m
Revenue
£m
51.2
(1.9)
(3.0)
0.8
47.1
50.2
13.7
0.6
2.8
67.3
2012
Direct
costs
£m
(0.1)
(16.2)
(4.1)
(2.1)
(22.5)
net rental
income
£m
50.1
(2.5)
(3.5)
0.7
44.8
Revenue
£m
51.4
14.1
0.4
3.6
69.5
All of the properties within the portfolio are geographically close to each other and have similar economic features
and risks and all information provided to the Executive Committee is aggregated and reviewed in total as one portfolio.
As a result management have determined that the Group operates a single operating segment providing business
accommodation for rent in London.
2. OPERATING PROFIT
The following items have been charged in arriving at operating profit:
Depreciation1,2
Staff costs (including share based costs)1,2
Repairs and maintenance expenditure on investment properties1
Trade receivables impairment
Amortisation of intangibles2
Operating lease rentals payable1
Audit fees payable to the Group’s auditors3
1. Charged to direct costs.
2. Charged to administrative expenses.
3. Services provided by the Group’s auditors – PricewaterhouseCoopers LLP.
Auditor’s remuneration:
Services provided by the Company’s auditors and its associates
Audit fees:
Audit of parent company and consolidated financial statements
Audit of subsidiary financial statements
Non-audit fees:
Audit related assurance services
Reporting work on Rights Issue
Reporting work on Retail Bond issue
Tax advisory, tax compliance and legal services
Other services
Total administrative expenses are analysed below:
Staff costs
Cash settled share based costs
Equity settled share based costs
Other
2013
£m
0.4
11.9
3.3
0.3
0.1
0.1
0.2
2013
£000
129
29
158
33
–
30
78
31
172
2013
£m
6.0
0.4
1.4
3.2
11.0
2012
£m
0.4
10.7
3.2
0.4
0.1
0.1
0.2
2012
£000
125
28
153
32
200
–
158
70
460
2012
£m
5.8
0.2
0.8
3.4
10.2
71
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
3. (LOSS)/PROFIT ON DISPOSAL OF INVESTMENT PROPERTIES
Proceeds from sale of investment properties (net of sale costs)
Book value at time of sale (note 10)
Unrealised profit on sale of properties to joint ventures
Revaluation of deferred consideration
Pre-tax (loss)/profit on sale
2013
£m
19.6
(21.7)
(2.1)
(0.1)
–
(2.2)
2012
£m
8.8
(7.6)
1.2
–
(0.3)
0.9
£6.2m (2012: £nil) of the proceeds for the year were in the form of deferred consideration, of which £2.9m is
outstanding at 31 March 2013 and is included in the Consolidated Balance Sheet under non-current and current trade
and other receivables.
4. FINANCE INCOME AND COSTS
Interest income on bank deposits
Finance income
Interest payable on bank loans and overdrafts
Amortisation of issue costs of bank loans
Interest payable on finance leases
Capitalised interest on property refurbishments (note 10)
Finance costs
Change in fair value of financial instruments through the income statement
Net finance costs
5. EMPLOYEES AND DIRECTORS
Staff costs for the Group during the year were:
Wages and salaries
Social security costs
Defined contribution pension plan costs (see note 29)
Cash settled share based costs (see note 24)
Equity settled share based costs (see note 24)
The monthly average number of people (including Executive Directors) employed
during the year was:
Executive Directors
Head office staff
Estates and property management staff
2013
£m
0.2
0.2
(17.9)
(2.0)
(0.2)
0.6
(19.5)
1.1
(18.2)
2013
£m
8.6
1.0
0.5
0.4
1.4
11.9
2012
£m
0.2
0.2
(18.3)
(1.2)
(0.2)
0.4
(19.3)
(4.6)
(23.7)
2012
£m
8.3
1.0
0.4
0.2
0.8
10.7
2013
Number
2012
number
2
68
100
170
2
66
96
164
The emoluments and pension benefits of the Executive Directors is determined by the Remuneration Committee of
the Board and are set out in detail in the Directors’ Remuneration Report on pages 45 to 60. These form part of the
financial statements.
72
Workspace Group PLC Annual Report and Accounts 20136. TAXATION
Current tax:
UK corporation tax
Adjustments to tax in respect of previous periods
Total taxation charge/(credit)
2013
£m
(0.2)
0.2
–
2012
£m
(0.5)
–
(0.5)
The tax on the Group’s profit for the period differs from the standard applicable corporation tax rate in the UK (24%).
The differences are explained below:
Profit on ordinary activities before taxation
Adjust gains from share in joint ventures
Tax at standard rate of corporation tax in the UK of 24% (2012: 26%)
Effects of:
REIT exempt income
Changes in fair value not subject to tax as a REIT
Chargeable gains adjustments
Share scheme adjustments
Contaminated land relief
Adjustments to tax in respect of previous periods
Losses brought forward
Total taxation charge/(credit)
2013
£m
76.4
(1.7)
74.7
17.9
(2.8)
(14.4)
–
(0.1)
(0.3)
0.2
(0.5)
–
2012
£m
48.5
(1.2)
47.3
12.3
(3.8)
(8.0)
0.8
0.2
(0.5)
–
(1.5)
(0.5)
The Group is a Real Estate Investment Trust (REIT). The Group’s UK property rental business (both income and capital
gains) is exempt from tax. The Group’s other income is subject to corporation tax.
The Group currently has £4.2m (2012: £4.4m) of tax losses carried forward calculated at a corporation tax rate of 23%
(2012: 24%) which is the rate substantively enacted at the Balance Sheet date. These have not been recognised as an
asset as they are unlikely to be utilised in the foreseeable future. Further reductions, already announced, in the main rate
of corporation tax to 21% by 1 April 2014 and 20% by 1 April 2015 are expected to be enacted in the future. If the 20%
rate had been applied to tax losses at the Balance Sheet date it would have reduced losses by £0.5m.
7. DIVIDENDS
Ordinary dividends paid
For the year ended 31 March 2011:
Final dividend
For the year ended 31 March 2012:
Interim dividend
Final dividend
For the year ended 31 March 2013:
Interim dividend
Dividends for the year
Payment
date
Per
share
August 2011
5.33p
February 2012
August 2012
2.93p
5.86p
February 2013
3.22p
2013
£m
–
–
8.4
4.6
13.0
2012
£m
6.3
4.2
–
–
10.5
In addition the Directors are proposing a final dividend in respect of the financial year ended 31 March 2013 of 6.45p per
ordinary share which will absorb an estimated £9.3m of revenue reserves and cash. If approved by the shareholders
at the AGM, it will be paid on 2 August 2013 to shareholders who are on the register of members on 12 July 2013.
The dividend will be paid as a normal distribution (non-PiD).
73
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
8. EARNINGS PER SHARE
Earnings used for calculating earnings per share:
Basic and diluted earnings
Change in fair value of investment property
Loss/(profit) on disposal of investment properties
Loss on disposal of property, plant and equipment
Movement in fair value of derivative financial instruments
Group’s share of EPRA adjustments of joint ventures
EPRA adjusted earnings
2013
£m
76.4
(59.0)
2.2
–
(1.1)
(0.6)
17.9
2012
£m
49.0
(35.6)
(0.9)
0.1
4.6
(0.7)
16.5
Earnings have been adjusted and calculated on a diluted basis to derive an earnings per share measure as defined by
the European Public Real Estate Association (EPRA).
Number of shares used for calculating earnings per share:
Weighted average number of shares (excluding own shares held in trust)
Dilution due to share option schemes
Weighted average number of shares for diluted earnings per share
In pence:
Basic earnings per share
Diluted earnings per share
EPRA earnings per share
9. NET ASSETS PER SHARE
Net assets used for calculating net assets per share:
net assets at end of year (basic)
Derivative financial instruments at fair value
EPRA net assets
Number of shares used for calculating net assets per share:
Shares in issue at year-end
Less own shares held in trust at year-end
number of shares for calculating basic net assets per share
Dilution due to share option schemes
number of shares for calculating diluted adjusted net assets per share
EPRA net assets per share
2013
Number
2012
number
143,404,929
3,351,045
134,902,483
3,183,215
146,755,974
138,085,698
2013
53.3p
52.1p
12.2p
2013
£m
500.4
11.1
511.5
2013
Number
2012
36.3p
35.5p
11.9p
2012
£m
435.4
14.2
449.6
2012
number
144,936,155
(1,270,602)
143,665,553
3,448,522
147,114,075
144,091,418
(1,218,802)
142,872,616
3,304,176
146,176,792
2013
£3.48
2012
£3.08
net assets have been adjusted and calculated on a diluted basis to derive a net asset per share measure as defined by
the European Public Real Estate Association (EPRA) to derive a net asset value (EPRA nAV) measure.
74
Workspace Group PLC Annual Report and Accounts 201310. INVESTMENT PROPERTIES
Balance at 1 April
Capital expenditure
Capitalised interest on refurbishments (note 4)
Disposals during the year
Change in fair value of investment properties
Balance at 31 March
2013
£m
759.3
28.7
0.6
(21.7)
59.0
825.9
2012
£m
713.4
17.5
0.4
(7.6)
35.6
759.3
Capitalised interest is included at a rate of capitalisation of 5.0% (2012: 5.2%). The total amount of capitalised interest
included in investment properties is £4.2m (2012: £3.6m).
Investment property includes buildings under finance leases of which the carrying amount is £3.5m (2012: £3.5m).
Investment property finance lease commitment details are shown in note 16(f).
VALUATION
The Group’s investment properties were revalued at 31 March 2013 by the external valuer, CBRE Limited, a firm of
independent qualified valuers. The valuation is on the basis of market value, by reference to recent market evidence
of transactions for similar properties and is undertaken in accordance with the Royal Institution of Chartered Surveyors
Valuation – Professional Standards 2012.
The reconciliation of the valuation report total to the amount shown in the Consolidated Balance Sheet as non-current
assets, investment properties, is as follows:
Total per CBRE valuation report
Deferred consideration on sale of property (note 13)
Head leases treated as finance leases under IAS 17
Total investment properties per balance sheet
11. PROPERTY, PLANT AND EQUIPMENT
Cost or valuation
Balance at 1 April 2011
Additions during the year
Disposals during the year
Balance at 31 March 2012
Additions during the year
Balance at 31 March 2013
Accumulated depreciation
Balance at 1 April 2011
Charge for the year
Balance at 31 March 2012
Charge for the year
Balance at 31 March 2013
Net book amount at 31 March 2013
net book amount at 31 March 2012
2013
£m
829.9
(7.5)
3.5
825.9
2012
£m
760.4
(4.6)
3.5
759.3
Owner
occupied
land
£m
Owner
occupied
buildings
£m
Equipment
and fixtures
£m
2.9
–
(2.9)
1.0
–
(1.0)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
4.5
0.9
(0.1)
5.3
1.0
6.3
3.8
0.4
4.2
0.4
4.6
1.7
1.1
Total
£m
8.4
0.9
(4.0)
5.3
1.0
6.3
3.8
0.4
4.2
0.4
4.6
1.7
1.1
75
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
12. JOINT VENTURES
The Group’s investment in joint ventures represents:
Balance at 1 April
Cash investment
Unrealised surplus on sale of properties to joint venture
Share of gains
Distributions received
Balance at 31 March
The Group has the following joint ventures:
31 March
2013
£m
31 March
2012
£m
12.3
7.7
(0.1)
1.7
(0.9)
20.7
6.7
4.8
–
1.2
(0.4)
12.3
BlackRock Workspace Property Trust
Enterprise House Investments LLP
BlackRock UK Property Fund
Polar Properties Ltd
Partner
Established
February 2011
April 2012
Ownership
20.1%
50%
BlackRock Workspace Property Trust is a Jersey property unit trust whose aim is to build a £100m fund of office
and industrial property in and around London. The Group holds a 20.1% interest but is property manager with
significant delegated powers including responsibility for asset management and recommending acquisitions and
disposals. As a result there is shared control and so the joint venture has been equity accounted in the consolidated
financial statements.
Enterprise House Investments LLP has been established to obtain mixed use planning consent and redevelop
Enterprise House, Hayes, UB3 for new residential and commercial space. The Group sold this property to the joint
venture in April 2012.
The Group’s share of the joint ventures’ assets and liabilities is shown below:
Investment properties
Current assets
Current liabilities
net assets
Unrealised surplus on sale of properties to joint venture
Investment in joint venture
The Group’s share of the joint ventures’ revenues and expenses is shown below:
Revenue
Direct costs
net rental income
Administrative expenses
Change in fair value of investment properties
Profit before tax
Taxation
Profit after tax
76
31 March
2013
£m
31 March
2012
£m
20.8
1.2
(0.8)
21.2
(0.5)
20.7
12.4
0.7
(0.4)
12.7
(0.4)
12.3
year ended
31 March
2013
£m
year ended
31 March
2012
£m
1.7
(0.5)
1.2
(0.1)
0.6
1.7
–
1.7
0.9
(0.3)
0.6
(0.1)
0.7
1.2
–
1.2
Workspace Group PLC Annual Report and Accounts 2013
13. TRADE AND OTHER RECEIVABLES
Non-current trade and other receivables
Deferred consideration on sale of investment property
2013
£m
6.1
2012
£m
4.6
The non-current receivable relates to deferred consideration arising on the sale of investment properties. The value of
this receivable has been fair valued by CBRE Limited on the basis of market value as at 31 March 2013, using appropriate
discount rates, and will be revalued on a regular basis. The change in value is charged/credited to operating profit in the
income statement.
Current trade and other receivables
Trade receivables
Less provision for impairment of receivables
Trade receivables – net
Prepayments and accrued income
Bank facility rental income accounts
Deferred consideration on sale of investment property
2013
£m
2.5
(0.4)
2.1
2.1
7.4
1.4
13.0
2012
£m
2.5
(0.6)
1.9
2.0
6.7
–
10.6
There is no material difference between the above amounts and their fair values due to the short-term nature of the
receivables. Trade receivables are impaired when there is evidence that the amounts may not be collectable under the
original terms of the receivable. All the Group’s trade and other receivables are denominated in sterling.
Movements on the provision for impairment of trade receivables are shown below:
Balance at 1 April
Provision for receivables impairment
Receivables written off during the year
Balance at 31 March
As at 31 March 2013, the ageing of trade receivables past due but not impaired was as follows:
2013
£m
0.6
0.3
(0.5)
0.4
2012
£m
0.5
0.4
(0.3)
0.6
Up to 3 months past due
3 to 6 months past due
Over 6 months past due
Total
2013
£m
2.1
0.1
0.3
2.5
Impaired
2013
£m
(0.1)
(0.1)
(0.2)
(0.4)
Not
impaired
2013
£m
2.0
–
0.1
2.1
Total
2012
£m
1.8
0.3
0.4
2.5
Impaired
2012
£m
(0.2)
(0.1)
(0.3)
(0.6)
not
impaired
2012
£m
1.6
0.2
0.1
1.9
The trade receivables balance is deemed to be all past due as rental payments are due on demand. Trade receivables
that are not impaired are expected to be fully recovered as there is no recent history of default or indications that
debtors will not meet their obligations. Impaired receivables are provided against based on expected recoverability.
77
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
14. CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Restricted cash – tenants’ deposit deeds
2013
£m
10.1
1.7
11.8
2012
£m
24.5
2.0
26.5
Tenants’ deposit deeds represent returnable cash security deposits received from tenants and are ring-fenced under
the terms of the individual lease contracts.
Bank overdrafts are included within cash and cash equivalents for the purpose of the cash flow statement.
15. TRADE AND OTHER PAYABLES
Trade payables
Other tax and social security payable
Tenants’ deposit deeds (see note 14)
Tenants’ deposits
Accrued expenses and deferred income
Amounts due to related parties
Deferred income – rent and service charges
2013
£m
2.1
1.5
1.7
8.7
14.0
0.5
2.8
31.3
2012
£m
1.9
1.5
2.0
8.0
10.4
0.5
3.2
27.5
There is no material difference between the above amounts and their fair values due to the short-term nature of the
payables.
16. BORROWINGS
(A) BALANCES
Current
Bank loans and overdrafts due within one year or on demand (secured)
Non-current
Bank loans (secured)
6% Retail Bond (unsecured)
Finance lease obligations (part secured)
2013
£m
–
–
277.8
56.4
3.5
337.7
337.7
2012
£m
–
–
333.8
–
3.5
337.3
337.3
The secured loans and overdraft facility are secured on investment properties with balance sheet values totalling
£652.4m (2012: £741.1m).
78
Workspace Group PLC Annual Report and Accounts 2013(B) MATURITY
Repayable between two years and three years
Repayable between three years and four years
Repayable in five years or more
Less cost of raising finance
Finance leases
Repayable in five years or more
(C) INTEREST RATE AND REPAYMENT PROFILE
2013
£m
280.0
–
57.5
337.5
(3.3)
334.2
3.5
337.7
2012
£m
68.0
270.0
–
338.0
(4.2)
333.8
3.5
337.3
Current
Bank overdraft due within one year
or on demand
Non-current
Loan – Bayern LB
Loan – Royal Bank of Scotland (RBS)
6% Retail Bond
(D) DERIVATIVE FINANCIAL INSTRUMENTS
The following interest rate derivatives are held:
Interest rate swap*
Interest rate swap
Interest rate swap
Interest rate cap
Principal
£m
Interest
rate
Interest
payable
Repayable
–
Base +2.25%
Variable
On demand
200.0
80.0
57.5
LIBOR +2.25%
LIBOR +2.5%
6%
quarterly
quarterly
Half yearly
June 2015
June 2015
October 2019
Amount
hedged
£m
140.0
40.0
30.0
7.0
Rate payable
(or cap
strike rate)
%
3.23%
2.46%
2.03%
5.00%
Rate
Receivable
%
3 month LIBOR
3 month LIBOR
3 month LIBOR
–
Term/expiry
June 2015
June 2015
June 2015
June 2015
* These swaps comprise three derivatives with different providers but with identical rates, payment dates and end dates.
The above instruments are treated as financial instruments at fair value with changes in value dealt with in the income
statement during each reporting period.
(E) FAIR VALUES OF FINANCIAL INSTRUMENTS
Financial liabilities not at fair value through profit or loss
Bank loans
6% Retail Bond
Finance lease obligations
Financial liabilities at fair value through profit or loss
Derivative financial instruments:
Liabilities
2013
Book Value
£m
2013
Fair Value
£m
2012
Book Value
£m
2012
Fair Value
£m
277.8
56.4
3.5
337.7
277.8
59.0
3.5
340.3
333.8
–
3.5
337.3
333.8
–
3.5
337.3
11.1
11.1
14.2
14.2
The total change in fair value of derivative financial instruments recorded in the income statement was a profit of £1.1m
(2012: loss of £4.6m). This is net of £2.1m (2012: £1.3m) paid in the year to settle/re-coupon some instruments.
79
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
16. BORROWINGS continued
The fair value of the Retail Bond has been established from the quoted market price at 28 March 2013 and is thus a
Level 1 valuation as defined by IFRS7.
The fair values of all the Group’s financial derivatives have been determined by reference to market prices and
discounted expected cash flows at prevailing interest rates and are Level 2 valuations as defined by IFRS 7. The total
fair value calculated equates to 7.5p per share (31 March 2012: 9.7p).
The different levels of valuation hierarchy as defined by IFRS 7 are set out below:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date.
Level 2 – Use of a model with inputs (other than quoted prices included in Level 1) that are directly or indirectly
observable market data.
Level 3 – Use of a model with inputs that are not based on observable market data.
(F) FINANCE LEASES
Finance lease liabilities are in respect of leased investment property.
Minimum lease payments under finance leases fall due as follows:
Within one year
Between two and five years
Beyond five years
Future finance charges on finance leases
Present value of finance lease liabilities
17. FINANCIAL RISk MANAGEMENT OBJECTIVES AND POLICY
The Group has identified exposure to the following financial risks:
Market risk
Credit risk
Liquidity risk
Capital risk
2013
£m
0.2
0.9
21.5
22.6
(19.1)
3.5
2012
£m
0.2
0.9
21.5
22.6
(19.1)
3.5
The policies for managing each of these risks and the principal effects of these policies on the results for the year are
summarised below:
(A) MARkET RISk
Market risk is the risk that changes in market conditions will affect the Group’s interest rates. Borrowings at variable
rates expose the Group to cash flow interest rate risk. Borrowings at fixed rates expose the Group to fair value interest
rate risk.
The Group finances its operations through a mixture of retained profits and borrowings. The Group borrows at both
fixed and floating rates of interest and then uses interest rate swaps and caps to generate the desired interest and risk
profile. At 31 March 2013 79% (2012: 77%) of Group borrowings were fixed through the use of interest rate swaps.
All transactions entered into are approved by the Board and are in accordance with the Group’s treasury policy.
The Board also monitors variances on interest rates to budget and forecast rates to ensure that the risk relating to
interest rates is being sufficiently safeguarded against. Based upon year end variable rate loan balances, a reasonably
possible interest rate movement of +/-0.5% would have increased or decreased net interest payable and equity by
£0.4m (2012: £0.4m).
80
Workspace Group PLC Annual Report and Accounts 2013(B) CREDIT RISk
The Group’s main financial assets are cash and cash equivalents, deposits with banks and financial institutions and trade
and other receivables.
Credit risk is the risk of financial loss if a tenant or a counterparty to a financial instrument fails to meet its contractual
obligations. The Group’s exposure to this risk principally relates to the receivables from tenants, deferred consideration
on the sale of investment property and cash and cash equivalent balances held with counterparties.
The Group’s exposure to credit risk in relation to receivables from tenants is influenced mainly by the characteristics of
individual tenants occupying its rental properties. The Group has approximately 4,000 tenants over approximately 100
properties. The largest 10 single tenants generate around 6% of net rent roll. As such, the credit risk attributable to
individual tenants is low.
The Group’s credit risk in relation to tenants is further managed by requiring that tenants provide a deposit equivalent
to three months rent on inception of lease as security against default. Total tenant deposits held are £10.4m
(2012: £10.0m). The Group monitors aged debt balances and any potential bad debts every week, the information
being reported to the Executive Committee every month as part of the performance monitoring process. The Group’s
debtor recovery is consistently high and as such is deemed a low risk area.
Deferred consideration on the sale of investment property is contractual and valued regularly by the external valuer
based on current and future market factors.
Cash and cash equivalents and financial derivatives are held with major UK high street banks or building societies and
strict counterparty limits are operated on deposits.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk
at the reporting date was:
Cash and cash equivalents (note 14)
Trade receivables – current (note 13)
Deferred consideration – current (note 13)
Deferred consideration – non current (note 13)
2013
£m
11.8
2.4
1.4
6.1
21.7
2012
£m
26.5
2.5
–
4.6
33.6
(C) LIQUIDITY RISk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group’s approach to managing liquidity is to ensure it will always have sufficient funds to meet obligations as they
fall due. This is performed via a variety of methods including daily cash flow review and forecasting, monthly monitoring
of the maturity profile of debt and the regular revision of borrowing facilities in relation to the Group’s requirements
and strategy.
To ensure it can effectively manage its liquidity risk, the Group has an overdraft facility of £4m, a revolving loan facility
of £55m and term loans. At 31 March 2013 headroom excluding overdraft was £45m (31 March 2012: £55m).
Cash flow is monitored formally on a monthly basis as part of internal performance monitoring with regular daily
monitoring and forecasting undertaken to manage day-to-day cash flows and any balances which are ring-fenced by
lenders. The Board reviews compliance with loan covenants which include agreed interest cover and loan to value
ratios, alongside review of available headroom on loan facilities.
81
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
17. FINANCIAL RISk MANAGEMENT OBJECTIVES AND POLICY continued
The following is an analysis of the contractual undiscounted cash flows payable under financial liabilities, derivative
financial instruments and trade and other payables existing at the balance sheet date. Contracted cash flows are
based upon the loan balances and applicable interest rates payable on these at each year end.
31 March 2013
Financial Liabilities
Secured bank loans (note 16b)
6% Retail Bond
Interest payable on secured bank loans
Interest payable on 6% Retail Bond
Derivative financial instruments
Finance lease liabilities
Trade and other payables
31 March 2012
Financial Liabilities
Secured bank loans (note 16b)
Interest payable on secured bank loans
Derivative financial instruments
Finance lease liabilities
Trade and other payables
Bank priority fee
Carrying
Amount
£m
280.0
57.5
–
–
11.1
3.5
27.0
379.1
Carrying
Amount
£m
338.0
–
14.2
3.5
22.8
0.9
379.4
Due
within
1 year
£m
Due
between
1 and 2 years
£m
Due
between
2 and 3 years
£m
Due
3 years and
beyond
£m
Total
contracted
cash flows
£m
–
–
7.9
3.5
5.0
0.2
27.0
43.6
–
–
7.9
3.5
5.0
0.4
–
16.8
280.0
–
1.6
3.5
1.1
0.5
–
286.7
–
57.5
–
12.0
–
21.5
–
91.0
280.0
57.5
17.4
22.5
11.1
22.6
27.0
438.1
Due
within
1 year
£m
Due
between
1 and 2 years
£m
Due
between
2 and 3 years
£m
Due
3 years and
beyond
£m
Total
contracted
cash flows
£m
–
10.7
7.2
0.2
22.8
–
40.9
–
10.7
7.1
0.4
–
–
18.2
68.0
10.7
5.5
0.5
–
0.9
85.6
270.0
2.8
3.5
21.5
–
–
297.8
338.0
34.9
23.3
22.6
22.8
0.9
442.5
(D) CAPITAL RISk MANAGEMENT
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern,
and monitor an appropriate mix of debt and equity financing.
Equity comprises issued share capital, reserves and retained earnings as disclosed in the consolidated statement of
changes in equity. Debt comprises drawings against revolving and term loan facilities from banks, the Retail Bond less
cash at bank and in hand.
At 31 March 2013 Group equity was £500.4m (2012: £435.4m), and Group net borrowings (debt less cash at bank and
in hand) were £327.6m (2012: £312.8m). Group gearing at 31 March 2013 was 65% (2012: 72%).
Actions taken in the last few years in relation to borrowings and capital raising have enabled the Group to have
sufficient headroom on financing and to ensure it is comfortably within all applicable loan to value covenants applied
on borrowings which range between 65% to 75%.
82
Workspace Group PLC Annual Report and Accounts 201318. NOTES TO CASH FLOW STATEMENT
Reconciliation of profit for the period to cash generated from operations:
Profit before tax
Depreciation
Amortisation of intangibles
Loss/(profit) on disposal of investment properties
Loss on disposal of property, plant and equipment
net gain from change in fair value of investment property
Equity settled share based payments
Change in fair value of financial instruments
Finance income
Finance expense
Gains from share in joint ventures
Changes in working capital:
(Increase) in trade and other receivables
Increase in trade and other payables
Cash generated from operations
For the purposes of the cash flow statement, cash and cash equivalents comprise the following:
Cash at bank and in hand
Restricted cash – tenants’ deposit deeds
19. ANALYSIS OF MOVEMENT IN CASH AND CASH EQUIVALENTS AND BORROWINGS
2013
£m
76.4
0.4
0.1
2.2
–
(59.0)
1.4
(1.1)
(0.2)
19.5
(1.7)
(0.5)
1.1
38.6
2013
£m
10.1
1.7
11.8
2012
£m
48.5
0.4
0.1
(0.9)
0.1
(35.6)
0.8
4.6
(0.2)
19.3
(1.2)
(0.7)
0.6
35.8
2012
£m
24.5
2.0
26.5
Cash at bank and in hand
Restricted cash – tenants’ deposit deeds
Bank loans
6% Retail Bond
Less cost of raising finance
Finance lease obligations
Total
At 1 April
2012
£m
24.5
2.0
26.5
(338.0)
–
4.2
(3.5)
(337.3)
(310.8)
Cash flow
£m
non-cash
items
£m
At 31 March
2013
£m
(14.4)
(0.3)
(14.7)
58.0
(57.5)
1.1
–
1.6
(13.1)
–
–
–
–
–
(2.0)
–
(2.0)
(2.0)
10.1
1.7
11.8
(280.0)
(57.5)
3.3
(3.5)
(337.7)
(325.9)
83
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
20. OTHER NON-CURRENT LIABILITIES
Bank priority fee
2013
£m
–
2012
£m
0.9
This fee was paid to Bank of Scotland in March 2013 on the repayment of the associated loan.
21. SHARE CAPITAL
Issued: Fully paid ordinary shares of £1 each
Issued: Fully paid ordinary shares of £1 each
Movements in share capital were as follows:
number of shares at 1 April
Issue of shares
Share consolidation
number of shares at 31 March
Balance at 1 April
Issue of shares
Balance at 31 March
22. OTHER RESERVES
Balance at 1 April 2011
Share based payments
Recycled to income statement
Balance at 31 March 2012
Share based payments
Balance at 31 March 2013
2013
Number
144,936,155
2012
number
144,091,418
2013
£m
144.9
2012
£m
144.1
2012
number
1,152,731,338
288,182,842
(1,296,822,762)
144,091,418
2013
Number
144,091,418
844,737
–
144,936,155
£m
144.1
0.8
144.9
Owner
occupied
property
£m
Equity settled
share based
payments
£m
Merger
reserve
£m
1.9
–
(1.9)
–
–
–
4.4
0.8
–
5.2
1.4
6.6
8.7
–
–
8.7
–
8.7
£m
115.3
28.8
144.1
Total
£m
15.0
0.8
(1.9)
13.9
1.4
15.3
The merger reserve was created in 2009 following the raising of equity through a cashbox share placing structure.
23. INVESTMENT IN OWN SHARES
The Company has an Employee Share Ownership Trust (ESOT) to purchase shares in the market for distribution at a
later date in accordance with the terms of the Executive Share Option Scheme and Long Term Equity Incentive Plan.
The shares are held by an independent trustee and the rights to dividends on the shares have been waived except
where the shares are beneficially owned by participants. no shares were purchased for the Trust during the year.
At 31 March 2013 the number of shares held by the Trust totalled 1,218,802 (2012: 1,218,802). At 31 March 2013 the
market value of these shares was £4.2m (2012: £2.9m) compared to a nominal value of £1.2m (2012: £1.2m).
The Company has also established in the year an employee Share Incentive Plan (SIP) which is governed by
HMRC rules. 51,800 shares were purchased for the Plan at a cost of £0.2m. These are being held in a separate trust.
Balance at 1 April
Acquisition of ordinary shares
Balance at 31 March
84
2013
£m
8.7
0.2
8.9
2012
£m
8.0
0.7
8.7
Workspace Group PLC Annual Report and Accounts 201324. SHARE-BASED PAYMENTS
The Group operates a number of share schemes:
I) LONG TERM EQUITY INCENTIVE PLAN (LTIP)
The LTIP scheme is a performance award scheme whereby shares are issued against three Group performance
measures which are assessed over the three year vesting period. These are:
– Absolute TSR
– Relative TSR
– Relative nAV
The shares are issued at nil consideration provided the performance conditions are met.
Under the 2012 LTIP scheme 886,774 performance and matching shares were awarded in June 2012 and 276,642 in
november 2012 to Directors and senior management (2011 LTIP scheme: 953,009).
Details of the movements for the LTIP scheme during the year were as follows:
At 1 April 2011
Granted
Lapsed
At 31 March 2012
Granted
Exercised
Lapsed
At 31 March 2013
LTIP
number
6,127,951
953,009
(3,216,493)
3,864,467
1,163,416
(515,866)
(875,177)
3,636,840
The weighted average share price at the date of exercise of shares exercised during the year was £2.48 (2012: no
exercises).
A binomial model was used to determine the fair value of the LTIP grant for the Absolute TSR and Relative TSR
elements of the LTIP scheme.
Assumptions used in the model were as follows:
Share price at grant
Exercise price (pence)
Average expected life (years)
Risk free rate
Expected dividend yield
Average share price volatility
Fair value per option – Absolute TSR element
Fair value per option – Relative TSR element
2013
(Nov 2012)
2013
(June 2012)
306p
Nil
3
0.5%
4%
41%
249p
172p
227p
Nil
3
0.5%
4%
41%
125p
128p
2012
270p
nil
3
2%
4%
55%
177p
183p
The relative nAV is a non-market based condition and the intrinsic value is therefore the share price at date of grant
of 229p (18 June 2012) and 305p (19 november 2012). At each balance sheet date, the Directors assess the likelihood
of meeting the conditions under this element of the scheme. The impact of the revision to original estimates, if any,
is recognised in the income statement with a corresponding adjustment to equity. The assessment at year end was
that up to 50% of the relative nAV element will vest.
85
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
24. SHARE-BASED PAYMENTS continued
The expected Workspace share price volatility was determined by taking account of the daily share price movement
over a three year period. The respective FTSE 250 Real Estate share price volatility and correlations were also
determined over the same period. The average expected term to exercise used in the models has been adjusted, based
on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural conditions
and historical experience.
The risk free rate has been determined from market yield curves for government gilts with outstanding terms equal
to the average expected term to exercise for each relevant grant. The expected dividend yield was determined by
calculating the present value of expected future dividend payments to expiry.
II) EMPLOYEE SHARE OPTION SCHEMES
The Group operates a Save As you Earn (SAyE) share option scheme and an Executive Share Option Scheme (ESOS)
for which there have been no grants since 2008. Grants under ESOS were normally exercisable between three and ten
years from the date of grant and normally granted at the market price ruling at the date of grant.
Grants under the SAyE scheme are normally exercisable after three or five years saving. In accordance with UK
practice, the majority of options under the SAyE schemes are granted at a price 20% below the market price ruling
at the date of grant.
Details of the movements for the ESOS and SAyE schemes during the year were as follows:
Options outstanding
At 1 April 2011
Options granted
Options lapsed
At 31 March 2012
Options granted
Options exercised
Options lapsed
At 31 March 2013
ESOS
SAyE
number
306,172
–
(115,001)
191,171
–
–
(139,656)
51,515
Weighted
exercise
price
£10.46
–
£9.49
£11.05
–
–
£10.34
£12.97
number
444,211
39,475
(85)
483,601
193,992
(328,871)
(15,394)
333,328
Weighted
exercise
price
£1.20
£1.91
£8.89
£1.26
£1.93
£1.15
£1.55
£1.74
The exercise of all options, other than those obtained under the Group’s Save As you Earn scheme, was dependent
upon the Group achieving specified performance targets.
The weighted average share price at the date of exercise for the SAyE options exercised during the year was
£2.63 (2012: no exercises).
193,992 SAyE share options were granted in the year.
The fair value has been calculated using the Black-Scholes model. Inputs to the model are summarised as follows:
Weighted average share price at grant
Exercise price
Expected volatility
Average expected life (years)
Risk free rate
Expected dividend yield
Possibility of ceasing employment before vesting
2013
SAyE
3 year
230p
193p
41%
3
0.5%
4%
25%
2013
SAyE
5 year
230p
193p
41%
5
0.5%
4%
25%
2012
SAyE
3 year
229p
191p
58%
3
2%
4%
25%
2012
SAyE
5 year
–
–
–
–
–
–
–
The expected life is the average expected period to exercise. The risk free rate of return is the yield on zero-coupon UK
government bonds of a term consistent with the assumed option life. The expected dividend yield is based on the
present value of expected future dividend payments to expiry.
86
Workspace Group PLC Annual Report and Accounts 2013Fair values per share of these options were:
SAyE – 3 year
SAyE – 5 year
2013
2013
2012
2012
Grant date
30 July 2012
30 July 2012
Fair value
of award
68p
74p
Grant date
14 December 2011
–
Fair value
of award
85p
–
III) SHARE INCENTIVE PLAN (SIP)
On 22 March 2013 all staff were granted £1,000 worth of shares. These shares are held in trust under an HMRC approved
SIP. The shares can be exercised following three years of employment but must be held for a further 2 years in order to
qualify for tax advantages. 51,800 shares were granted in the year.
The fair value of the SIP shares granted during the year has been calculated using the Black-Scholes model. Inputs to
the model for the grants during the year are summarised as follows:
Weighted average share price at grant
Exercise price
Expected volatility
Average expected life (years)
Risk free rate
Expected dividend yield
Possibility of ceasing employment before vesting
Fair value of award (per share)
2013
344p
Nil
41%
3
0.5%
4%
25%
79p
2012
–
–
–
–
–
–
–
–
IV) YEAR END SUMMARY
At 31 March 2013 in total there were 4,073,483 (2012: 4,539,239) share awards/options exercisable on the Company’s
ordinary share capital. These are analysed below:
Date of grant
LTIP
12 June 2009
06 July 2010
04 August 2011
18 June 2012
19 november 2012
ESOS
30 June 2003
30 June 2004
17 June 2005
1 September 2005
SAyE
22 July 2008
21 July 2009
20 July 2010
20 July 2010
14 December 2011
30 July 2012
30 July 2012
SIP
22 March 2013
Total
Exercise
Price
–
–
–
–
–
£8.25
£13.16
£17.81
£19.37
£8.89
£1.15
£1.66
£1.66
£1.91
£1.93
£1.93
Ordinary
shares
number
657,783
1,035,461
780,180
886,774
276,642
18,950
14,624
9,681
8,260
366
72,272
30,883
2,983
37,026
163,374
26,424
–
51,800
Vested and
exercisable
657,783
–
–
–
–
Exercisable between
12.06.2012
06.06.2013
04.08.2014
18.06.2015
19.11.2015
12.06.2017*
–
–
–
–
Exercisable between
18,950 30.06.2006
30.06.2007
14,624
17.06.2008
9,681
01.09.2008
8,260
30.06.2013
30.06.2014
17.06.2015
01.09.2015
Exercisable between
–
–
–
–
–
–
–
–
01.09.2013
01.09.2014
01.09.2013
01.09.2015
01.02.2015
01.09.2015
01.09.2017
01.03.2014
01.03.2015
01.03.2014
01.03.2016
01.08.2015
01.03.2016
01.03.2018
Exercisable between
22.03.2016
22.03.2018
4,073,483
709,298
* These shares were converted to nil cost options on 12 June 2012 and can be exercised at any time up to 12 June 2017.
87
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
24. SHARE-BASED PAYMENTS continued
The weighted average exercise price for vested and exercisable shares at 31 March 2013 is: LTIP – £nil (2012: £nil),
ESOS – £13.22 (2012: £11.05).
The share awards/options outstanding at 31 March 2013 had a weighted average remaining contractual life of:
LTIP – 1.1 years (2012: 1 year), ESOS – nil years (2012: nil years), SAyE – 2.2 years (2012: 1.1 years), SIP – 3 years.
V) CASH SETTLED SHARE BASED PAYMENTS
national Insurance payments due on the exercise of non-approved ESOS options and shares from the LTIP are
considered cash settled share based payments.
The estimated fair value of the national Insurance cash settled share based payments have been calculated using the
Black-Scholes model. At each balance sheet date the Group revises its estimates of the number of options that are
expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement.
VI) SHARE BASED PAYMENT CHARGES
The Group recognised a total charge in relation to share based payments as follows:
Equity settled share based payments
Cash settled share based payments
2013
£m
1.4
0.4
1.8
2012
£m
0.8
0.2
1.0
The total liability at the end of the period in respect of cash-settled share based schemes was £0.9m (2012: £0.6m).
25. RELATED PARTY TRANSACTIONS
Transactions year ended 31 March:
net investment into joint ventures (note 12)
Sale of property to joint ventures
Fee income and recharges to joint ventures
Distributions received from joint ventures (note 12)
Balances with joint ventures at 31 March:
Amounts payable to joint ventures (note 15)
2013
£m
7.7
3.2
0.9
0.9
2012
£m
4.8
–
0.5
0.4
(0.5)
(0.5)
Key management for the purposes of related party disclosure under IAS 24 are taken to be the Executive Board
Directors, the non-Board Executive Directors and the non-Executive Directors. Key management compensation is set
out below:
Key management compensation:
Salaries and short-term employee benefits
Pensions and other post-employment benefits
Share-based payments
2013
£m
2.9
0.2
0.7
3.8
26. CAPITAL COMMITMENTS
At the year end the estimated amounts of contractual commitments for future capital expenditure not provided
for were:
Funding of joint venture
Purchases, construction or redevelopment of investment property
2013
£m
1.7
18.2
2012
£m
2.5
0.1
0.4
3.0
2012
£m
7.9
5.9
88
Workspace Group PLC Annual Report and Accounts 201327. CONTINGENT LIABILITY
In December 2009 Workspace acquired full control of its former Workspace Glebe joint venture. The purchase was
satisfied by a cash payment of £15m and a debt facility of £68m provided by the former lenders to the joint venture,
with further amounts potentially payable under a proceed share arrangement.
The proceed share provides for the former lenders to Workspace Glebe to share in net cash proceeds from disposals
from the Glebe property portfolio once Workspace has received its priority return. The priority return at 31 March 2013
is £92m. For proceeds up to £170m the lenders share is 50%, from £170m up to £200m it is 30% and nil thereafter.
The maximum payable under this proceed share is £48m. All disposals are at the option of Workspace and there are
no time limits. Cumulative cash proceeds from disposals to date are £nil.
The total valuation of the Glebe portfolio at 31 March 2013 was £164m (March 2012: £136m). While a number of the
assets have residential redevelopment potential a substantial part of the portfolio is comprised of investment properties
that Workspace has no current plans to sell. These are currently valued at £81m. Properties with redevelopment
potential are currently valued at £83m. If the redevelopment properties were sold for cash at the March 2013 valuation,
there would be no liability under the proceed share. In the unlikely scenario that all the properties in the Glebe portfolio
were sold there would be a potential liability net of costs of £32m (31 March 2012: £22m).
28. PRINCIPAL SUBSIDIARY UNDERTAkINGS
Except where indicated otherwise, the Company (incorporated in the UK) wholly owns the following active subsidiary
undertakings incorporated in the UK, all of which are consolidated in the Group’s financial statements:
name
Workspace 11 Limited
Workspace 12 Limited*
Workspace 13 Limited
Workspace 14 Limited*
Workspace 15 Limited
Workspace 16 (Jersey) Limited†
Workspace Glebe Limited
Glebe Three Limited*
Workspace Holdings Limited
LI Property Services Limited
Workspace Management Limited
Anyspacedirect.co.uk Limited
nature of business
Property Investment
Property Investment
Property Investment
Property Investment
Property Investment
Investor in joint venture
Holding Company
Property Investment
Holding Company
Insurance Agents
Property Management
Website Service
* The share capital of these subsidiaries is held by other Group companies.
† Company registered in Jersey.
A full list of subsidiary undertakings at 31 March 2013 will be appended to the Company’s next annual return.
29. PENSION COMMITMENTS
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those
of the Group in an independently administered fund. The pension cost charge for this scheme in the year was £0.5m
(2012: £0.4m) representing contributions payable by the Group to the fund and is charged through operating profit.
The Group’s commitment with regard to pension contributions range from 6% to 16.5% of an employee’s salary and
employee contributions range from 3% to 15%. The pension scheme is open to every employee after three months’
qualifying service. The number of employees in the scheme at the year end was 91 (2012: 98).
89
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
30. OPERATING LEASES
The following future minimum lease payments are due under non-cancellable operating leases:
Motor vehicles and office equipment:
Due within one year
Due between two and five years
2013
£m
0.1
0.1
0.2
2012
£m
0.1
0.1
0.2
The Group has determined that all tenant leases are operating leases within the meaning of IAS 17. The majority of the
Group’s tenant leases are granted with a rolling three month tenant break clause. The future minimum non-cancellable
rental receipts under operating leases granted to tenants are as follows:
Within one year
Between two and five years
Beyond five years
2013
£m
21.2
1.5
0.6
23.3
2012
£m
18.0
1.1
0.9
20.0
31. POST BALANCE SHEET EVENTS
In April 2013 the Group completed the sale of Phase 1 of the redevelopment of Bow Enterprise Park to Peabody
Enterprises for consideration comprising £11.5m in cash, 15,000 sq. ft. of new industrial space and overage on the
residential component.
In May 2013 the Group secured two major mixed use planning permissions at Faircharm, Creekside and Tower Bridge
Business Complex. The former is for a mixed use redevelopment of 148 apartments and 52,000 sq. ft. of new business
space and the latter is for 800 residential units and 60,000 sq. ft. of new business space.
On 10 June 2013 the Group agreed the refinancing of £325m of bank debt currently provided by the RBS and Bayern
Clubs. On 1 July 2013 the existing secured bank debt will be replaced by £352.5m of unsecured debt provided by the
issue of £157.5m private placement notes, £45m provided by a UK Fund and £150m of new bank debt.
90
Workspace Group PLC Annual Report and Accounts 2013INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF WORKSPACE GROUP PLC
(PARENT COMPANy)
OPINION ON OTHER MATTERS PRESCRIBED BY THE
COMPANIES ACT 2006
In our opinion:
– the part of the Directors’ Remuneration Report to be
audited has been properly prepared in accordance
with the Companies Act 2006; and
– the information given in the Report of the Directors
for the financial year for which the Parent Company
financial statements are prepared is consistent with
the Parent Company financial statements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT
BY EXCEPTION
We have nothing to report in respect of the following
matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
– adequate accounting records have not been kept by
the Parent Company, or returns adequate for our audit
have not been received from branches not visited by
us; or
– the Parent Company financial statements and the part
of the Directors’ Remuneration Report to be audited
are not in agreement with the accounting records and
returns; or
– certain disclosures of Directors’ remuneration specified
by law are not made; or
– we have not received all the information and
explanations we require for our audit.
OTHER MATTER
We have reported separately on the Group financial
statements of Workspace Group PLC for the year ended
31 March 2013.
BOWkER ANDREWS
(SEnIOR STATUTORy AUDITOR)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
11 June 2013
We have audited the Parent Company financial statements
of Workspace Group PLC for the year ended 31 March
2013 which comprise the Parent Company Balance Sheet
and the related notes. The financial reporting framework
that has been applied in their preparation is applicable law
and United Kingdom Accounting Standards (United
Kingdom Generally Accepted Accounting Practice).
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND
AUDITORS
As explained more fully in the Statement of Directors’
Responsibilities set out on page 61, the Directors are
responsible for the preparation of the Parent Company
financial statements and for being satisfied that they give
a true and fair view. Our responsibility is to audit and
express an opinion on the Parent Company financial
statements in accordance with applicable law and
International Standards on Auditing (UK and Ireland).
Those standards require us to comply with the Auditing
Practices Board’s Ethical Standards for Auditors.
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.
SCOPE OF THE AUDIT OF THE FINANCIAL
STATEMENTS
An audit involves obtaining evidence about the amounts
and disclosures in the financial statements sufficient to
give reasonable assurance that the financial statements
are free from material misstatement, whether caused by
fraud or error. This includes an assessment of: whether
the accounting policies are appropriate to the Parent
Company’s circumstances and have been consistently
applied and adequately disclosed; the reasonableness of
significant accounting estimates made by the Directors;
and the overall presentation of the financial statements.
In addition, we read all the financial and non-financial
information in the Annual Report and Accounts to
identify material inconsistencies with the audited financial
statements. If we become aware of any apparent material
misstatements or inconsistencies we consider the
implications for our report.
OPINION ON FINANCIAL STATEMENTS
In our opinion the Parent Company financial statements:
– give a true and fair view of the state of the Company’s
affairs as at 31 March 2013;
– have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
– have been prepared in accordance with the
requirements of the Companies Act 2006.
91
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100PARENT COMPANy BALANCE SHEET
AS AT 31 MARCH
Fixed assets
Investments
Current assets
Debtors
Cash at bank and in hand
Creditors: amounts falling due within one year
Net current assets
Total assets less current liabilities
Creditors: amounts falling due after more than one year
Capital and reserves
Called up share capital
Share premium account
Investment in own shares
Merger reserve
Share based payment reserve
Profit and loss account
Total shareholders’ funds
notes
C
D
E
F
G
G
G
G
G
G
H
2013
£m
268.5
268.5
207.1
1.2
208.3
(88.2)
120.1
388.6
(56.4)
332.2
144.9
58.8
(8.9)
8.7
6.6
122.1
332.2
2012
£m
263.3
263.3
142.0
23.0
165.0
(89.2)
75.8
339.1
–
339.1
144.1
59.2
(8.7)
8.7
5.2
130.6
339.1
The notes on pages 93 and 94 form part of these financial statements.
The financial statements on pages 92 to 94 were approved by the Board of Directors on 11 June 2013 and signed on
its behalf by:
J HOPkINS
G CLEMETT
Directors
Workspace Group PLC
Registered number 2041612
92
Workspace Group PLC Annual Report and Accounts 2013NOTES TO THE PARENT COMPANy
FINANCIAL STATEMENTS
A. ACCOUNTING POLICIES
Although the Group consolidated financial statements
are prepared under IFRS as adopted by the EU, the
Workspace Group PLC Company financial statements
are prepared under UK GAAP. The principal accounting
policies of the Company which have been applied
consistently throughout the year are set out below:
B. PROFIT FOR THE YEAR
As permitted by the exemption in Section 408 of the
Companies Act 2006, the profit and loss account of
the Company is not presented as part of these financial
statements. The profit attributable to shareholders, before
dividend payments, dealt with in the financial statements
of the Company was £4.5m (2012: £2.7m).
Auditors’ remuneration of £10,000 (2012: £10,000) has
been borne by a subsidiary undertaking.
Proposed dividends are disclosed in note 7 to the
consolidated financial statements.
C. INVESTMENTS
INVESTMENT IN SUBSIDIARY UNDERTAkINGS
Cost
Balance at 1 April 2012
Additions in the year
Balance at 31 March 2013
Impairment
Balance at 1 April 2012
Reversal of impairment loss
Balance at 31 March 2013
Net book value at 31 March 2013
net book value at 31 March 2012
£m
310.4
3.0
313.4
£m
47.1
(2.2)
44.9
268.5
263.3
The Directors believe that the carrying value of the
investments is supported by their underlying net assets.
Refer to note 28 to the consolidated financial statements
for the list of subsidiary undertakings.
D. DEBTORS
Amounts owed by subsidiary
undertakings
Prepayments and accrued income
Corporation tax asset
2013
£m
206.3
–
0.8
207.1
2012
£m
141.5
0.2
0.3
142.0
Amounts owed by subsidiary undertakings are unsecured
and repayable on demand. Interest is charged to
subsidiary undertakings.
(A) BASIS OF ACCOUNTING
The financial statements are prepared on a going
concern basis under the historical cost convention
and in accordance with the Companies Act 2006
and applicable accounting standards in the UK.
FRS 29 Financial Instruments – Disclosure (the UK
GAAP equivalent of IFRS 7 Financial Instruments –
Disclosure) has been adopted by the Company, but
the disclosure requirements are met in note 17 of the
Group financial statements.
(B) CASH FLOW STATEMENT
The Company has taken advantage of the convention
not to produce a cash flow statement as one is prepared
for the Group financial statements.
(C) INVESTMENT IN SUBSIDIARY UNDERTAkINGS
Interests in subsidiary undertakings are carried in
the Company’s balance sheet at cost less impairment.
Impairment reviews are performed by the Directors when
there has been an indication of potential impairment.
Impairment in subsidiaries is taken to the profit and
loss account.
(D) SHARE BASED PAYMENT AND INVESTMENT IN
OWN SHARES
Incentives are provided to employees under share option
schemes. The Company has established an Employee
Share Ownership Trust (ESOT) to satisfy part of its
obligation to provide shares when Group employees
exercise their options. The Company provides funding
to the ESOT to purchase these shares.
The Company also established in the year an employee
Share Incentive Plan (SIP) which is governed by
HMRC rules.
The Company itself has no employees. When the
Company grants share options to Group employees
as part of their remuneration, the expense of the
share options is reflected in a subsidiary undertaking,
Workspace Management Limited. The Company
recognises this as an investment in subsidiary
undertakings with a corresponding increase
to equity.
The disclosure requirements of FRS 20 Share-based
payment are met in note 24 of the Group financial
statements.
(E) BORROWINGS
Details of borrowings are described in note F to the Parent
Company financial statements. Costs associated with the
raising of finance are capitalised, amortised over the life
of the instrument and charged as part of interest costs.
93
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100NOTES TO THE PARENT COMPANy
FINANCIAL STATEMENTS
CONTINUED
E. CREDITORS: AMOUNTS FALLING DUE WITHIN
ONE YEAR
H. RECONCILIATION OF MOVEMENTS IN
SHAREHOLDERS’ FUNDS
Profit for the financial year
Dividends paid
Issue of shares (net of costs)
Investment in own shares
Share based payments
net movement in shareholders’
funds
Opening shareholders’ funds
Closing shareholders’ funds
2013
£m
4.5
(13.0)
0.4
(0.2)
1.4
(6.9)
339.1
332.2
2012
£m
2.7
(10.5)
63.0
(0.7)
0.8
55.3
283.8
339.1
I. RELATED PARTY TRANSACTIONS
The Company has taken advantage of the exemption
under FRS 8 Related Party Disclosures not to disclose
related party transactions with wholly owned subsidiary
undertakings.
Related party transactions are the same for the Company
as for the Group. For details refer to note 25 of the
consolidated financial statements.
Amounts owed to subsidiary
undertakings
Taxation and social security
Accruals and deferred income
2013
£m
86.2
0.4
1.6
88.2
2012
£m
88.8
0.4
–
89.2
Amounts owed to subsidiary undertakings are unsecured
and repayable on demand. Interest is paid to subsidiary
undertakings.
F. CREDITORS: AMOUNTS FALLING DUE AFTER
MORE THAN ONE YEAR
6% Retail Bond
Less cost of raising finance
2013
£m
57.5
(1.1)
56.4
2012
£m
–
–
–
The 6% Retail Bond was issued on 9 October 2012.
It is unsecured and repayable on 9 October 2019.
G. CAPITAL AND RESERVES
Movements and notes applicable to share capital, share
premium account, investment in own shares, merger
reserve and share based payment reserve are shown
in notes 21 to 23 and in the consolidated statement of
changes in equity of the consolidated financial statements.
Profit and loss account:
Balance at 1 April 2012
Profit for the year
Dividends paid
Balance at 31 March 2013
£m
130.6
4.5
(13.0)
122.1
94
Workspace Group PLC Annual Report and Accounts 2013FIVE-yEAR PERFORMANCE
2009 – 2013
Rents receivable
Service charges and other income
Revenue
Profit before interest including share of BWPT
net interest payable^
Trading profit after interest
Profit/(loss) before taxation
Profit/(loss) after taxation
Basic earnings per share*
Dividends per share*
Dividends (total)
Investment properties
Other assets less liabilities
net borrowings
Net assets
Gearing
Gearing on EPRA net assets
Basic nAV per share*
EPRA nAV per share*
31 March
2013
£m
31 March
2012
£m
31 March
2011
£m
31 March
2010
£m
31 March
2009
£m
51.4
18.1
69.5
37.2
(19.3)
17.9
76.4
76.4
53.3p
9.67p
13.9
825.9
2.1
(327.6)
500.4
65%
64%
£3.48
£3.48
50.2
17.1
67.3
35.1
(19.1)
16.0
48.5
49.0
36.3p
8.79p
12.6
759.3
(11.1)
(312.8)
435.4
72%
70%
£3.05
£3.08
52.0
16.8
68.8
36.3
(22.1)
14.2
52.8
53.5
45.4p
7.99p
9.5
713.4
(12.8)
(366.8)
333.8
110%
106%
£2.83
£2.86
49.8
16.7
66.5
35.3
(24.5)
10.8
26.0
24.2
21.8p
7.27p
8.6
713.2
(39.5)
(386.4)
287.3
134%
125%
£2.43
£2.59
54.2
15.6
69.8
38.4
(28.4)
10.0
(360.4)
(360.4)
(1,304.5)p
15.92p
7.8
664.1
(54.1)
(358.1)
251.9
142%
129%
£2.34
£2.58
*
Earnings per share, dividends per share and net assets per share have been restated to reflect adjustment for the Rights Issue, in July 2011 and
share consolidation in August 2011.
^ Excludes exceptional items.
KEy PERFORMANCE INDICATORS
Workspace Group:
number of estates1
Lettable floorspace (m sq. ft.)n 1
number of lettable units1
Average unit size (sq. ft.)1
Rent roll of occupied units1
Average rent per sq. ft.1
Overall occupancy1
Enquiries (number)*
Lettings (number)*
BlackRock Workspace Property Trust (BWPT):
number of estates
Lettable floorspace (m sq. ft.)n
number of lettable units
Average unit size (sq. ft.)
Rent roll of occupied units
Average rent per sq. ft.
Overall occupancy
n Excludes storage space
1 Excluding BWPT which is shown separately
*
Including BWPT
31 March
2010
105
5.5
5,156
1,067
£50.7m
£11.22
81.9%
12,109
1,203
31 March
2009
106
5.0
4,546
1,099
£50.8m
£12.64
80.3%
10,515
1,035
31 March
2013
31 March
2012
31 March
2011
86
4.7
4,626
1,011
£52.7m
£12.98
87.0%
12,440
1,014
31 March
2013
16
0.5
435
1,260
£7.0m
£14.20
90.4%
92
5.0
4,668
1,070
£50.2m
£11.79
85.3%
12,103
981
96
5.1
4,856
1,049
£48.9m
£11.47
83.6%
11,535
1,051
31 March
2012
31 March
2011
11
0.4
313
1,407
£4.7m
£11.82
89.8%
8
0.3
281
1,147
£3.1m
£10.57
92.1%
95
Workspace Group PLC Annual Report and Accounts 2013Review of operations 01-26 Governance 27-61Financial statements 62-95 Shareholder information 96-100PROPERTy PORTFOLIO 2013
SOUTH AND WEST LONDON
Property Name
South
Canterbury Estate
Faircharm
Hamilton Road
Havelock Terrace
Kennington Park – Investment
Kennington Park – Refurbishment
Lombard
Mahatma Ghandi
Michael Manley
Morie Street
Parkhall
Pensbury
Rainbow
Riverside
Sundial Court
T Marchant
Thurston Road
The Biscuit Factory
The Biscuit Factory (including Tower Bridge Block F)
Wandsworth
Zennor Road
West
2 Cullen Way
10 Cullen Way
Acton Centre
Arches
Artesian Close
Artesian Land
Barratt Way
Canalot Studios
Chiswick Studios
Grand Union Centre
Ladbroke Hall
Littleton House
Maple
Pall Mall Deposit
Park Royal
Park Royal House
q West
The Barley Mow Centre
The Light Box
The Shaftesbury Centre
Westbourne Studios
96
Postcode
Category
Lettable
floor area
sq. ft.†
Net Rent Roll
of occupied
units
£000s
SE15 1nP
SE8 3Dx
SE27 9SF
SW8 4AS
SW9 6DE
SW9 6DE
CR0 3JP
SE24 0JF
SW8 4TU
SW18 1SL
SE21 8En
SW8 4TL
SW20 0JK
SW18 4Uq
KT5 9Rn
SE16 3DH
SE13 7SH
SE16 4DG
SE16 4DG
SW18 4Jq
SW12 0PS
Like for like
Redevelopment
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Refurbishment
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Redevelopment
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Redevelopment
Redevelopment
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18,893
106,663
23,531
58,343
336,854
36,384
67,248
16,750
5,800
21,696
119,105
19,971
1,000
99,341
26,107
51,984
0
276,249
276,158
0
66,054
199
399
141
698
4,631
735
459
154
73
310
801
257
410
956
241
332
0
1,944
1,163
0
454
ERV
£000s
195
641
210
783
5,048
1,026
598
189
76
333
1,013
278
411
1,001
261
305
561
2,619
1,269
1,320
537
1,628,131
14,357
18,674
Like for like
nW10 6JZ
Like for like
nW10 7JF
Like for like
nW10 6TD
UB2 4AU
Like for like
nW10 8RW Like for like
Like for like
nW10 8JP
Like for like
HA3 5TJ
Refurbishment
W10 5Bn
Like for like
W4 5Py
Redevelopment
W10 5AS
Like for like
W10 6AZ
Like for like
TW15 1UU
Like for like
TW13 7AW
Like for like
W10 6BL
Like for like
nW10 7Lq
Redevelopment
nW10 7JH
Like for like
TW8 0GP
Like for like
W4 4PH
Like for like
W4 5Py
Like for like
W10 6Bn
Like for like
W10 5JJ
1,562
10,304
50,361
40,725
15,815
4,500
47,294
48,970
14,253
47,621
15,219
41,716
18,210
49,360
30,347
0
39,980
75,377
70,958
12,608
55,758
17
21
540
310
196
20
338
575
185
244
238
288
233
954
300
0
247
1,393
850
227
1,797
15
59
623
307
197
0
395
1,491
167
632
250
317
241
1,002
357
89
378
1,492
1,060
235
1,857
690,938
8,973
11,164
Workspace Group PLC Annual Report and Accounts 2013CENTRAL LONDON
Property Name
Central
Greville Street
Archer Street
Baldwins Gardens
Clerkenwell Workshops
E1 Business Centre
Enterprise House
Exmouth House
Metal Box Factory
Holywell Centre
Linton House
quality Court
Southbank House
The Leathermarket
Westminster
Whitechapel
NORTH AND EAST LONDON
North
Atlas
Belgravia Workshops
Bounds Green
ScreenWorks
Leroy House
Mallard Place
Parma House
quicksilver Place
Spectrum House
The Chocolate Factory
The Ivories
The Wenlock
East
Stratford Office Village
Bow Enterprise Park
Bow Exchange
Buzzard Creek
Cremer
Fairways
The Pill Box
Highway
Leyton
Mare Street Studios
Marshgate Centre
Poplar
Redbridge Enterprise Centre
Uplands
Review of operations
Governance
Financial statements
Shareholder information
01-26
27-61
62-95
96-100
Postcode
Category
Lettable
floor area
sq. ft.†
Net Rent Roll
of occupied
units
£000s
EC1n 8SB
W1D 7AZ
EC1n 7RJ
EC1R 0AT
E1 6TD
SE1 9PG
EC1R 0JH
SE1 OHS
EC2A 4PS
SE1 0LH
WC2A 1HR
SE1 7SJ
SE1 3ER
SE11 5JH
E1 1DU
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Like for like
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Refurbishment
Refurbishment
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Refurbishment
Refurbishment
10,961
14,984
43,396
53,127
40,184
72,870
52,907
62,641
21,796
34,783
16,981
62,403
125,291
61,714
38,424
318
678
885
2,461
672
2,291
994
867
408
767
744
1,391
3,145
762
474
ERV
£000s
489
722
901
2,827
727
2,352
1,627
1,539
486
780
847
1,584
3,305
856
803
712,462
16,857
19,845
nW2 7HJ
n19 4nF
n11 2UL
n5 2EA
n1 3qP
n22 6TS
n22 6xF
n22 6xH
nW5 1LP
n22 6xJ
n1 2Hy
n1 7EU
E15 4EA
E3 3qy
E3 3qP
IG11 0EL
E2 8HD
E10 7qT
E2 6JL
E1 9HR
E10 7qP
E8 3qE
E15 2nH
E14 9RL
IG1 1Ty
E17 5qn
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Redevelopment
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152,412
32,324
123,272
0
46,685
10,150
35,040
27,810
46,489
119,256
24,811
27,950
952
311
664
0
809
83
280
135
586
853
346
641
1,142
362
838
1,550
905
83
343
177
564
1,109
469
686
646,199
5,660
8,228
Like for like
Redevelopment
Like for like
Like for like
Like for like
Like for like
Refurbishment
Like for like
Refurbishment
Like for like
Redevelopment
Like for like
Like for like
Like for like
52,055
67,178
36,962
45,000
41,364
47,091
0
19,969
87,930
39,442
92,673
74,775
20,020
280,497
570
269
262
285
562
292
0
255
449
392
215
1,072
146
1,551
904,956
6,320
875
626
289
317
609
362
1,030
273
551
443
478
1,271
227
1,580
8,931
97
Workspace Group PLC Annual Report and Accounts 2013PROPERTy PORTFOLIO 2013
CONTINUED
OUTSIDE LONDON
Property Name
Outside London
Clyde House
Harlow Enterprise Centre
BLACkROCk WORkSPACE JOINT VENTURE
Baden Place
Burford Road
Cam Road
Charles House
Chandelier Building
City Road
Europa
Horton Road
Kingsmill
Little London
Lloyds Avenue
Progress Park
Rudolph Place
Toplin House
Union Court
Windmill Place
Postcode
Category
SL6 8BR
CM20 2HS
Like for like
Like for like
SE1 1yH
E15 2ST
E15 2Sn
UB2 4BD
nW10 6RB
EC1V 1Jn
nW10 6nD
UB7 8JD
KT1 3AP
SE1 2BA
EC3n 3Ax
CR0 4xD
SW8 1RP
SW9 6BB
SW4 6JP
UB2 4nJ
Like for like
Like for like
Like for like
Like for like
Like for like
Like for like
Like for like
Like for like
Like for like
Like for like
Like for like
Like for like
Like for like
Redevelopment
Like for like
Like for like
Lettable
floor area
sq. ft.†
Net Rent Roll
of occupied
units
£000s
29,654
51,851
81,505
25,472
21,296
38,502
72,097
46,175
31,292
25,826
38,720
40,151
31,101
34,764
31,002
14,712
3,133
67,711
26,171
192
327
519
477
258
733
1,002
429
390
336
246
361
527
793
242
243
85
673
241
ERV
£000s
245
315
560
645
289
534
1,093
515
618
341
220
401
631
961
277
314
486
802
287
ENTERPRISE HOUSE INVESTMENTS LLP JOINT VENTURE
Enterprise House, Hayes
UB3 1DD
†
Excludes storage area
Property statistics as at 31 March 2013
548,125
7,036
8,414
79,518
79,518
191
191
86
86
98
Workspace Group PLC Annual Report and Accounts 2013
INVESTOR INFORMATION
Review of operations
Governance
Financial statements
Shareholder information
01-26
27-61
62-95
96-100
REGISTRAR
All general enquiries concerning ordinary shares
in Workspace Group PLC, should be addressed to:
COMPUTERSHARE INVESTOR SERVICES PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: +44 (0) 870 707 1413
Alternatively, shareholders can contact Computershare
online via their free Investor Centre facility. Shareholders
have the ability to set up or amend bank details for direct
credit of dividend payments, amend address details,
view payment history and access information on the
Company’s share price. For more information or to
register please visit www.investorcentre.co.uk
WEBSITE
The Company has a corporate website, which holds,
amongst other information, a copy of our latest annual
report and accounts, a list of properties held by the
Group and copies of all press announcements. The
site can be found at www.workspace.co.uk.
REGISTERED OFFICE AND HEADQUARTERS
CHESTER HOUSE,
Kennington Park,
1-3 Brixton Road,
London, SW9 6DE.
Registered number: 2041612
Telephone: +44 (0) 20 7138 3300
Facsimile: +44 (0) 20 7247 0157
Web: www.workspace.co.uk
Email: info@workspace.co.uk
COMPANY SECRETARY
Carmelina Carfora
THE COMPANY’S ADVISERS INCLUDE:
INDEPENDENT AUDITORS
PRICEWATERHOUSECOOPERS LLP
Chartered Accountants and Statutory Auditors
1 Embankment Place
London WC2n 6RH
JOINT SOLICITORS
NORTON ROSE
3 More London Riverside
London SE1 2Aq
SLAUGHTER AND MAY
One Bunhill Row
London EC1y 8yy
BANkERS
THE ROYAL BANk OF SCOTLAND
Corporate and Institutional Banking
280 Bishopsgate
London EC2M 4RB
FINANCIAL ADVISERS
N M ROTHSCHILD
new Court
St Swithins Lane
London
EC4n 8AL
JOINT STOCkBROkERS
ESPIRITO SANTO INVESTMENT BANk
10 Paternoster Square
London EC4M 7AL
INVESTEC
2 Gresham Street
London EC2V 7qP
99
Workspace Group PLC Annual Report and Accounts 2013GLOSSARy OF TERMS
BWPT BlackRock Workspace Property Trust, a joint
venture property fund with the BlackRock UK Property
Fund in which the Group holds a 20.1% interest.
Loan to value is the current loan balance divided by the
current value of properties secured on the loan.
Cash rent roll is the current net rents receivable for
occupied units.
Earnings per share (EPS) is the profit after taxation
divided by the weighted average number of shares in
issue during the period.
Employee Share Ownership Trust (ESOT) is the trust
created by the Group to hold shares pending exercise
of employee share options.
EPRA NAV is a definition of net asset value as set out by
the European Public Real Estate Association. It represents
net assets after excluding mark to market adjustments
of effective cash flow hedges (financial derivatives) and
deferred tax relating to revaluation movements, capital
allowances and derivatives.
Equivalent yield is a weighted average of the initial
yield and reversionary yield and represents the return
a property will produce based upon the timing of the
occupancy of the property and timing of the income
receivable. This is approximated by the reversionary
yield multiplied by the Group trend occupancy of 90%.
Estimated rental value (ERV) or market rental value is the
Group’s external valuers’ opinion as to the open market
rent, which on the date of valuation, could reasonably be
expected to be obtained on a new letting or rent review.
Exceptional items are significant items of income or
expense that by virtue of their size, incidence or nature
are shown separately on the Income Statement to enable
a full understanding of the Group’s financial performance.
Market rental values (see ERV).
Net asset value per share (NAV) is net assets divided by
the number of shares at the period end.
Net bank debt is the amount drawn on bank facilities,
including overdrafts, less cash deposits.
Net rents are rents excluding any contracted increases
and after deduction of inclusive service charge revenue.
Occupancy percentage is the area of space let divided
by the total net lettable area (excluding land used for
open storage).
Open market value is an opinion of the best price at which
the sale of an interest in the property would complete
unconditionally for cash consideration on the date of
valuation (as determined by the Group’s external valuers).
Profit/(loss) before tax (PBT) is income less all
expenditure other than taxation.
Property Income Distribution (PID) a dividend generally
subject to withholding tax that a UK REIT is required to
pay from its tax-exempted property rental business and
which is taxable for UK resident shareholders at their
marginal tax rate.
REIT is a Real Estate Investment Trust as set out in the
UK Finance Act 2006 Sections 106 and 107. REITs pay
no corporation tax on profits derived from their property
rental business.
Rent per sq. ft. is the net rent divided by the
occupied area.
Gearing is the Group’s net debt as a percentage of
net assets.
Rent roll (see cash rent roll).
Gearing on adjusted net assets is the Group’s net debt
as a percentage of net assets excluding mark to market
derivative adjustments.
Initial yield is the net rents generated by a property or
by the portfolio as a whole expressed as a percentage
of its valuation.
Interest cover is the number of times net interest payable
is covered by operating profit.
IPD is the Investment Property Databank Ltd, a company
that produces an independent benchmark of property
returns.
Reversion/reversionary income is the increase in rent
estimated by the Group’s external valuers, where the
net rent is below the current estimated rental value. The
increases to rent arise on rent reviews, letting of vacant
space, expiry of rent free periods or rental increase steps.
Reversionary yield is the anticipated yield, which the initial
yield will rise to once the rent reaches the estimated rental
value. It is calculated by dividing the ERV by the valuation.
Small and medium sized enterprises (SMEs) are those
businesses with a turnover of less than £1m p.a. or staff
of less than 50. Most Workspace customers are SME
businesses with staffing of up to 20.
IPD Universe is the IPD quarterly universe property fund
benchmark of approximately 250 (£50bn) UK domestic
property funds.
Total Shareholder Return (TSR) is the return obtained
by a shareholder calculated by combining both share
price movements and dividend receipts.
LIBOR is the British Bankers’ Association London
Interbank Offer Rate.
Trading profit after interest is net rental income, joint
venture trading income and finance income, less
administrative expenses, less finance costs.
Like-for-like are those properties that have been held
throughout a 12 month period and have not been subject
to a refurbishment or redevelopment programme in the
last 24 months.
Unique web visits is the number of unduplicated (counted
only once) visitors to a website over the course of a
specified time period.
100
Workspace Group PLC Annual Report and Accounts 2013
OUR BUSINESS
MODEL
WORKSPACE GROUP ONLINE
Workspace’s comprehensive website gives you fast,
direct access to a wide range of Company information.
To fi nd out more go to www.workspace.co.uk
CUSTOMERS
Offi ce
Light industrial
Studios
Workshops
Serviced offi ces
Co-working
Investors
INVESTORS
About us
Corporate information
Corporate social responsibility
RnS announcements
Share price and information
Publications archive
Bonds
CO-WORkING
Club locations
Join Club
Our events
Hold a meeting
About Club
CONTENTS
REVIEW OF OPERATIONS
IFC Our business model
01 2013 highlights
02 Strong momentum
04 Chairman’s Statement
06 Chief Executive Offi cer’s Strategic Review
08 Our strategy
10
Generating value
12 Portfolio potential
14 Corporate Social Responsibility
16 Business Review
26 Key Property Statistics
GOVERNANCE
28 Chairman’s Introduction
30 The Board and Executive Committee
32 Report of the Directors
35 Corporate Governance Report
45 Directors’ Remuneration Report
61 Directors’ Responsibilities
FINANCIAL STATEMENTS
62
Independent Auditors’ Report to the
Members of Workspace Group PLC
63 Consolidated Income Statement
63
Consolidated Statement of
Comprehensive Income
64
65
Consolidated Balance Sheet
Consolidated Statement of
Changes in Equity
66
Consolidated Statement of Cash Flows
67 Notes to the Financial Statements
91
Independent Auditors’ Report to the
Members of Workspace Group PLC
(Parent Company)
92 Parent Company Balance Sheet
93
Notes to the Parent Company
Financial Statements
95 Five-Year Performance
95 Key Performance Indicators
SHAREHOLDER INFORMATION
96 Property Portfolio
99
Investor Information
100 Glossary of Terms
WHAT WE DO
Workspace provides business
premises tailored to the needs
of new and growing companies
across London.
HOW WE DO IT
Workspace understands the
changing needs of these
companies and actively adapts
and manages its buildings to
create an environment for growth.
WHERE WE DO IT
Workspace owns over 100
properties in London providing
5.2 million square feet of space
and is home to some 4,000
businesses employing more
than 30,000 people.
HOW WE GENERATE VALUE
Workspace is growing through
deep market knowledge,
operational excellence and
strong customer relationships.
Workspace is enhancing both core
operational income and capital
values by repositioning specifi c
property assets.
Workspace provides the right
properties to attract its customers
and the right services to retain
them and help them grow.
RELATED INFORMATION
OUR STRATEGY P.08
WORkSPAcE
WORkSPAcE
UNDERSTANDS
UNDERSTANDS
WORk SPAcE
WORk SPAcE
ANNUAL REPORT
ANNUAL REPORT
AND AccOUNTS 2013
AND AccOUNTS 2013
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WORkSPAcE GROUP PLc
WORkSPAcE GROUP PLc
Chester house
Chester house
Kennington Park
Kennington Park
1-3 Brixton road
1-3 Brixton road
London
London
SW9 6DE
SW9 6DE
telephone: +44 (0) 20 7138 3300
telephone: +44 (0) 20 7138 3300
Web: www.workspace.co.uk
Web: www.workspace.co.uk
Email: info@workspace.co.uk
Email: info@workspace.co.uk
if you require information regarding
if you require information regarding
business space in London call
business space in London call
+44 (0) 20 7369 2390 or visit
+44 (0) 20 7369 2390 or visit
www.workspace.co.uk.
www.workspace.co.uk.
this report is printed on materials which
are FSc® certifi ed from well-managed forests.
this report is printed on materials which
are FSc® certifi ed from well-managed forests.
these materials contain EcF (Elemental
chlorine Free) pulp and are 100% recyclable.
these materials contain EcF (Elemental
chlorine Free) pulp and are 100% recyclable.
Designed by carnegie Orr
(a Workspace Group customer)
+44 (0)20 7610 6140.
www.carnegieorr.com
Designed by carnegie Orr
(a Workspace Group customer)
+44 (0)20 7610 6140.
www.carnegieorr.com