Half Yearly Results

AEW UK REIT plc (AEWU)
AEW UK REIT plc: Half Yearly Results
28-Nov-2019 / 07:00 GMT/BST
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28 November 2019

 

 

AEW UK REIT PLC (the "Company")

 

Interim Report and Financial Statements

for the six months ended 30 September 2019

 

Financial Highlights

 

●

Unaudited Net Asset Value ("NAV") of £147.55 million and of 97.36 pence per share ("pps") as at 30 September 2019 (31 March 2019: £149.46 million and 98.61 pps).

 

●

Operating profit before fair value changes of £7.26 million for the period (six months ended 30 September 2018: £6.86 million).

 

●

Profit Before Tax ("PBT") of £4.16 million and 2.74 pps (six months ended 30 September 2018: £11.68 million and 7.71 pps). PBT includes a £2.41 million loss arising from changes to fair value of the investment properties in the period (six months ended 30 September 2018: gain of £5.65 million). This change explains the significant fall in PBT for the period.

 

●

Unadjusted EPRA Earnings Per Share ("EPRA EPS") for the period of 4.37 pps (six months ended 30 September 2018: 4.10 pps). See below for the calculation of EPRA EPS.

 

●

Total dividends of 4.00 pps have been declared for the period (six months ended 30 September 2018: 4.00 pps).

 

●

Shareholder Total Return for the period of 5.50% (six months ended 30 September 2018: 3.56%).

 

●

The price of the Company's Ordinary Shares on the Main Market of the London Stock Exchange was 93.90 pps as at 30 September 2019 (31 March 2019: 92.80 pps).

 

●

As at 30 September 2019, the Company had drawn £50.00 million (31 March 2019: £50.00 million) of a £60.00 million (31 March 2019: £60.00 million) term credit facility with the Royal Bank of Scotland International Limited ('RBSi') and was geared to 25.50% of the portfolio valuation (31 March 2019: 25.30%).

 

●

The Company held cash balances totalling £2.01 million as at 30 September 2019 (31 March 2019: £2.13 million). Under the terms of its loan facility, the Company can draw a further £1.64 million (31 March 2019: £2.31 million) up to the maximum 35% loan to NAV at drawdown.

 

Property Highlights

 

●

As at 30 September 2019, the Company's property portfolio had a fair value of £196.05 million across 35 properties (31 March 2019: £197.61 million across 35 properties) and a historical cost of £197.02 million (31 March 2019: £196.86 million).

 

●

As at 30 September 2019, the Company's property portfolio had an EPRA vacancy rate of 3.96% (31 March 2019: 2.99%).

 

●

Rental income generated during the period was £8.78 million (six months ended 30 September 2018: £8.46 million). The number of tenants as at 30 September 2019 was 92 (31 March 2019: 95).

 

●

EPRA Net Initial Yield ("EPRA NIY") of 7.45% as at 30 September 2019 (31 March 2019: 7.62%).

 

●

Weighted Average Unexpired Lease Term ("WAULT") of 4.33 years to break and 5.82 years to expiry (31 March 2019: 4.87 years to break and 6.10 years to expiry). See below for definition and relevance to strategy.

 

Chairman's Statement

 

Overview

I am pleased to present the unaudited interim results of the Company for the six month period from 1 April 2019 to 30 September 2019. As at 30 September 2019, the Company has established a diversified portfolio of 35 commercial investment properties throughout the UK with a value of £196.05 million. On a like-for-like basis, the portfolio valuation decreased by 0.79% over the six months.

 

The Company achieved EPRA EPS of 4.37 pps for the period, which represents a dividend cover of 109.3%, having paid dividends of 4.00 pps in relation to the period. This is an improvement on the EPRA EPS reported for the year ended 31 March 2019, which produced a dividend cover of 100.9% and reflects the success of key asset management transactions which have boosted rental income and maintained a vacancy rate below 4% by Estimated Rental Value ("ERV") over the six months to September 2019. The portfolio has a short WAULT of 4.33 years to break and 5.82 years to expiry, which we anticipate will provide the opportunity to add further value through an active approach to asset management.

 

The Company's share price was 93.90 pps as at 30 September 2019, representing a 3.55% discount to NAV. Over the six month period, the Company generated a shareholder total return of 5.50% and a NAV total return of 2.79%.

 

Financial Results

 

 

6 month

 period from

 1 April 2019

 to 30

 September

 2019

 (unaudited) 

6 month

 period from

 1 April 2018

 to 30

September 2018

 (unaudited)

12 month

 period from

 1 April 2018

 to 31

March

2019

(audited)

Operating Profit before fair value changes (£'000)

7,264

6,859

13,524

Operating Profit (£'000)

4,901

12,334

17,226

PBT (£'000)*

4,159

11,678

15,544

EPRA EPS (basic and diluted) (pence)

4.37

4.10

8.07

Ongoing Charges (%)

1.34

1.26

1.40

NAV per share (pence)

97.36

100.06

98.61

EPRA NAV per share (pence)

97.32

100.06

98.51

 

*PBT includes a £2.41 million loss arising from changes to fair value of the investment properties in the period (six months ended 30 September 2018: gain of £5.65 million). This change explains the significant fall in PBT for the period.

 

Financing

The Company has a £60.00 million loan facility, of which it had drawn a balance of £50.00 million as at 30 September 2019 (31 March 2019: £60.00 million facility; £50.00 million drawn), producing a gearing of 25.50% (31 March 2019: 25.30%) loan to property valuation.

 

The unexpired term of the facility was 4.1 years as at 30 September 2019 (31 March 2019: 4.6 years). The loan incurs interest at 3 month LIBOR +1.4%, which equated to an all-in rate of 2.17% as at 30 September 2019 (31 March 2019: 2.32%). The Company is protected from a significant rise in interest rates as it currently has effective interest rate caps with a combined notional value of £36.51 million (31 March 2019: £36.51 million), with £26.51 million capped at 2.50% and £10.00 million capped at 2.00%, resulting in the loan being 73% hedged (31 March 2019: 73%). These interest rate caps are effective until 19 October 2020. The Company has entered into additional interest rate caps on a notional value of £46.51 million at 2.00% covering the extension period of the loan from 20 October 2020 to 19 October 2023.

On 9 October 2019, the Company announced that it had completed an amendment to its loan facility, increasing the loan to NAV covenant from 45% to 55% (subject to certain conditions). There are no changes to the margin currently charged under the facility.

 

The long term gearing target remains 25% or less, however the Company can borrow up to 35% of Gross Asset Value ("GAV") in advance of an expected capital raise or asset disposal. The Board and Investment Manager will continue to monitor the level of gearing and may adjust the target gearing according to the Company's circumstances and perceived risk levels.

 

Dividends

The Company has continued to deliver on its target of paying dividends of 8.00 pps per annum. During the period, the Company declared and paid two quarterly dividends of 2.00 pps, in line with its target.

 

On 18 October 2019, the Board declared an interim dividend of 2.00 pps in respect of the period from 1 July 2019 to 30 September 2019. This interim dividend will be paid on 29 November 2019 to shareholders on the register as at 1 November 2019.

 

The Directors will declare dividends taking into account the current level of the Company's earnings and the Directors' view on the outlook for sustainable recurring earnings. As such, the level of dividends paid may increase or decrease from the current annual dividend of 8.00 pps. Based on the current profile of the portfolio, the Company expects to pay an annualised dividend of 8.00 pps in respect of the year ending 31 March 2020, subject to market conditions.

 

The following shows the dividend paid (in pps) in relation to each quarter from the Company's inception:

 

Quarter ended

2015

2016

2017

January

 

2.00

2.00

April

 

2.00

2.00

July

 

2.00

2.00

October

1.50

2.00

2.00

 

Quarter ended

2017

2018

2019

March

 

2.00

2.00

June

 

2.00

2.00

September

 

2.00

2.00

December

*1.33

2.00

 


*Note that the Company changed its quarter end dates starting in December 2017 and the dividend payment of 1.33 pps relates to the two month period from 1 November 2017 to 31 December 2017.

 

Outlook

The Board and the Investment Manager are pleased with the strong income returns delivered to shareholders to date. Based on annualised dividend payments of 8.00 pps, the Company delivered a dividend yield of 8.52% as at 30 September 2019.

 

The Company was fully invested at the start of the period and achieved returns during the period which fully covered its dividend payments. The Board expects this level of returns to continue, based on the projected income from the portfolio which had a NIY of 7.45% and a Reversionary Yield of 7.82% as at 30 September 2019.

 

In the wider political and economic environment, the country is preparing for a general election on 12 December 2019. The outcome of this should provide better clarity to the ongoing Brexit debate, for which the deadline to reach an agreement with the EU has been pushed back to 31 January 2020. It is hoped that the coming months will see an end to the continued uncertainty which has hampered the investment markets.

 

Looking forward, our focus remains on continuing to grow the Company as part of the 12 month share-issuance programme, closing on 28 February 2020, as set out in the Company's Prospectus, subject to market conditions. Subject to future fund raising, the Investment Manager will focus on finding further acquisitions which will deliver an attractive return as part of a well-diversified portfolio. There will be a continuation vote at the AGM of the Company to be held in 2020, under the provisions of the Articles, at which the Board will propose an ordinary resolution that the Company continue its business as presently constituted.

 

Board Composition

James Hyslop retired from the Board at the AGM on 12 September 2019. The Board expresses its appreciation for his valuable contribution to the Company since its IPO in 2015. The Board will instigate a search for a replacement independent non-executive Director at an appropriate time.

 

 

Mark Burton

Chairman

27 November 2019

 

 

Key Performance Indicators

 

 

KPI AND DEFINITION

 

RELEVANCE TO STRATEGY

PERFORMANCE

1. EPRA NIY*

Annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property expense, divided by the market value of the property, increased with (estimated) purchasers' costs.

 

The NIY is in line with the Company's target dividend yield meaning that, after costs, the Company should have the ability to meet its target dividend through property income.

 

7.45%

at 30 September 2019 (31 March 2019: 7.62%).

2. True Equivalent Yield

The average weighted return a property will produce according to the present income and estimated rental value assumptions, assuming the income is received quarterly in advance.

 

A True Equivalent Yield profile in line with the Company's target dividend yield shows that, after costs, the Company should have the ability to meet its proposed dividend through property income.

 

7.93%

at 30 September 2019 (31 March 2019: 7.94%).

3. Reversionary Yield

The expected return the property will provide once rack rented.

 

A Reversionary Yield profile that is in line with an Initial Yield profile shows a potentially sustainable income stream that can be used to meet dividends past the expiry of a property's current leasing arrangements.

 

7.82%

at 30 September 2019 (31 March 2019: 7.75%).

 

4. WAULT to expiry

The average lease term remaining to expiry across the portfolio, weighted by contracted rent.

 

The Investment Manager believes that current market conditions present an opportunity whereby assets with a shorter unexpired lease term are often mispriced. It is also the Investment Manager's view that a shorter WAULT is useful for active asset management as it allows the Investment Manager to engage in direct negotiation with tenants rather than via rent-review mechanisms.

 

5.82 years

at 30 September 2019 (31 March 2019: 6.10 years).

5. WAULT to break

The average lease term remaining to break, across the portfolio weighted by contracted rent.

 

The Investment Manager believes that current market conditions present an opportunity whereby assets with a shorter unexpired lease term are often mispriced. It is also the Investment Manager's view that a shorter WAULT is useful for active asset management as it allows the Investment Manager to engage in direct negotiation with tenants rather than via rent-review mechanisms.

 

4.33 years

at 30 September 2019 (31 March 2019: 4.87 years).

6. NAV

NAV is the value of an entity's assets minus the value of its liabilities.

 

The change in NAV reflects the Company's ability to grow the portfolio and add value to it throughout the life cycle of its assets.

 

£147.55 million

at 30 September 2019 (31 March 2019: £149.46 million).

7. Leverage (Loan to property valuation)

The proportion of the property portfolio that is funded by borrowings.

 

The Company utilises borrowings to enhance returns over the medium term. Borrowings will not exceed 35% of GAV (measured at drawdown) with a long term target of 25% or less of GAV.

 

25.50%

at 30 September 2019 (31 March 2019: 25.30%).

8. Vacant ERV

The space in the property portfolio which is currently unlet, as a percentage of the total ERV of the portfolio.

 

The Company's aim is to minimise vacancy of the properties. A low level of structural vacancy provides an opportunity for the Company to capture rental uplifts and manage the mix of tenants within a property.

 

3.96%

at 30 September 2019 (31 March 2019: 2.99%).

9. Dividend 

Dividends declared in relation to the year. The Company targets a dividend of 8.00 pps per annum.

 

The dividend reflects the Company's ability to deliver a sustainable income stream from its portfolio.

 

4.00 pps

for the six months to 30 September 2019.

This supports an annualised target of 8.00 pps (six months to 30 September 2018: 4.00 pps).

 

10. Ongoing Charges

The ratio of total administration and operating costs expressed as a percentage of average NAV throughout the period.

 

The Ongoing Charges ratio provides a measure of total costs associated with managing and operating the Company, which includes the management fees due to the Investment Manager. This measure is to provide investors with a clear picture of operational costs involved in running the Company.

 

1.34%

for the six months to 30 September 2019 (six months to 30 September 2018: 1.26%).

11. PBT

PBT is a profitability measure which considers the Company's profit including fair value changes before the payment of income tax.

 

The PBT is an indication of the Company's financial performance for the period in which its strategy is exercised.

£4.16 million

for the six months to 30 September 2019 (six months to 30 September 2018: £11.68 million).

12. Shareholder Total Return

The percentage change in the share price assuming dividends are reinvested to purchase additional Ordinary Shares.

 

This reflects the return seen by shareholders on their shareholdings through share price movements and dividends received.

5.50%

for the six months to 30 September 2019 (six months to 30 September 2018: 3.56%).

13. EPRA EPS

Earnings from core operational activities. A key measure of a company's underlying operating results from its property rental business and an indication of the extent to which current dividend payments are supported by earnings. See note 7.

 

This reflects the Company's ability to generate earnings from the portfolio which underpins dividends.

4.37 pps

for the six months to 30 September 2019 (six months to 30 September 2018: 4.10 pps).

 

* For the current and comparative reporting dates, the calculation of NIY has been revised to use EPRA methodology to bring consistency with disclosures made elsewhere in the Interim Report and Financial Statements. The difference in output is considered immaterial.

 

Investment Manager's Report

 

Market Outlook

The portfolio, now increasingly mature, is offering us numerous opportunities to undertake asset management initiatives which provide various potential routes to add value. Despite the backdrop of ongoing political uncertainty, the Company remains confident in its ability to deliver on its objectives. The value of our assets has remained robust, particularly in the office and industrial sectors, where assets have either been acquired at conservative levels or provide exciting value-add opportunities. There has been some loss of value in retail assets, in line with the structural changes that we are seeing across the retail sector. However, this has been mitigated by the portfolio's light exposure to the sector and also by valuation gains in other parts of the portfolio. Despite our positive outlook for the portfolio, we are conscious of the opportunity to limit downside risk in an uncertain macro environment and, with this in mind, we have recently taken a number of steps to reduce risk associated with the Company's debt facility, details of these are set out below.

 

Financial Results

The Company's NAV as at 30 September 2019 was £147.55 million or 97.36 pps (31 March 2019: £149.46 million or 98.61 pps). This is a decrease of 1.25 pps or 1.27% over the six months. EPRA EPS for the six month period was 4.37 pps which, based on dividends paid of 4.00 pps, reflects a dividend cover of 109.3%.

 

Financing

As at 30 September 2019, the Company had a £60.0 million loan facility with RBSi, in place until October 2023, the details of which are presented below:

 

 

30 September 2019

31 March 2019

 

 

 

Facility

£60.00 million

£60.00 million

Drawn

£50.00 million

£50.00 million

Gearing (Loan to Property Value)

25.50%

25.30%

Gearing (Loan to NAV)

33.89%

33.45%

Interest rate

2.17% all-in (LIBOR + 1.4%)

2.32% all-in (LIBOR + 1.4%)

Notional Value of Loan Balance Hedged

73.02%

73.02%

 

On 9 October 2019, the Company announced that it had completed an amendment to its loan facility to increase the hard loan to NAV covenant from 45% to 55% (subject to certain conditions), although the target gearing remains as set out in the Prospectus. There are no changes to the margin currently charged under the facility.

 

The Company has not made any acquisitions or disposals during the period. The following tables illustrate the composition of the portfolio in relation to its properties, tenants and income streams:

 

 

Summary by Sector as at 30 September 2019

 

 

 

Number of

Knight Frank

Valuation

Area

Occupancy

by ERV

WAULT to

break

Gross

Passing

Rental

Income

ERV

Sector

Properties

(£m)

('000 sq ft)

(%)

(years)

(£m)

(£m)

 

 

 

 

 

 

 

 

Industrial

20

93.93

2,335

99.4

4.1

7.55

8.37

Office

6

44.35

287

88.8

2.8

3.42

4.30

Other

3

30.02

165

100.0

5.6

2.82

2.33

Standard Retail

5

21.65

169

92.1

3.8

1.94

2.00

Retail Warehouse

1

6.10

51

100.0

4.5

0.61

0.51

 

 

 

 

 

 

 

 

Total

35

196.05

3,007

96.0

4.3

16.34

17.51

 

Summary by Geographical Area as at 30 September 2019

 

 

 

 

 

 

 

 

 

Number of

Knight Frank

Valuation

Area

Occupancy

by ERV

WAULT to

break

Gross

Passing

Rental

Income

ERV

Geographical Area

Properties

(£m)

('000 sq ft)

(%)

(years)

(£m)

(£m)

 

 

 

 

 

 

 

 

Yorkshire and Humberside

8

34.80

1,028

98.5

2.8

2.63

3.38

South East

5

28.65

195

89.7

3.5

2.05

2.42

Eastern

5

23.20

345

100.00

3.5

1.90

2.11

South West

3

22.05

125

100.00

3.3

1.73

1.77

West Midlands

4

19.00

397

100.00

3.2

1.69

1.83

East Midlands

2

17.62

81

100.00

2.5

1.85

1.47

North West

4

15.40

302

100.00

3.7

1.45

1.33

Wales

2

14.73

376

100.00

9.6

1.25

1.29

Greater London

1

12.00

72

100.00

12.1

0.96

0.75

Scotland

1

8.60

86

65.8

1.8

0.83

1.16

 

 

 

 

 

 

 

 

Total

35

196.05

3,007

96.0

4.3

16.34

17.51

 

Sector and Geographical Allocation by Market Value as at 30 September 2019

 

Sector Allocation

 

Sector

%

Standard Retail

11

Retail Warehouse

3

Offices

23

Industrial

48

Other

15

 

Geographical Allocation

 

Geographical

%

Greater London

6

South East

15

South West

11

Eastern

12

West Midlands

10

East Midlands

9

North West

8

Yorkshire & Humberside

18

Wales

7

Scotland

4

 

 

Properties by Market Value

 

 

 

 

 

Market Value

 

Property

Sector

Region

Range (£m)

 

 

 

 

 

1

2 Geddington Road, Corby

Other (Car parking)

East Midlands

10.0-15.0

2

40 Queen Square, Bristol

Offices

South West

10.0-15.0

3

London East Leisure Park, Dagenham

Other (Leisure)

Greater London

10.0-15.0

4

Eastpoint Business Park, Oxford

Offices

South East

10.0-15.0

5

Gresford Industrial Estate, Wrexham

Industrial

Wales

7.5-10.0

6

225 Bath Street, Glasgow

Offices

Scotland

7.5-10.0

7

Lockwood Court, Leeds

Industrial

Yorkshire and Humberside

5.0-7.5

8

Langthwaite Grange Industrial Estate, South Kirkby

Industrial

Yorkshire and Humberside

5.0-7.5

9

Above Bar Street, Southampton

Standard Retail

South East

5.0-7.5

10

Storeys Bar Road, Peterborough

Industrial

Eastern

5.0-7.5

 

The Company's top ten properties listed above comprise 48.0% of the total value of the portfolio.

 

 

 

 

 

Market Value

 

Property

Sector

Region

Range (£m)

 

 

 

 

 

11

Sarus Court Industrial Estate, Runcorn

Industrial

North West

5.0-7.5

12

Barnstaple Retail Park

Retail Warehouse

South West

5.0-7.5

13

Sandford House, Solihull

Offices

West Midlands

5.0-7.5

14

Apollo Business Park, Basildon

Industrial

Eastern

5.0-7.5

15

Euroway Trading Estate, Bradford

Industrial

Yorkshire and Humberside

5.0-7.5

16

Brockhurst Crescent, Walsall

Industrial

West Midlands

5.0-7.5

17

Odeon Cinema, Southend

Other (Leisure)

Eastern

5.0-7.5

18

Oak Park, Droitwich

Industrial

West Midlands

5.0-7.5

 

19

Commercial Road, Portsmouth

Standard Retail

South East

5.0-7.5

20

Diamond Business Park, Wakefield

Industrial

Yorkshire and Humberside

<5.0

21

Pearl Assurance House, Nottingham

Standard Retail

East Midlands

<5.0

22

Excel 95, Deeside

Industrial

Wales

<5.0

23

Walkers Lane, St Helens

Industrial

North West

<5.0

24

Cedar House, Gloucester

Offices

South West

<5.0

25

Bank Hey Street, Blackpool

Standard Retail

North West

<5.0

26

Brightside Lane, Sheffield

Industrial

Yorkshire and Humberside

<5.0

 

27

Bessemer Road, Basingstoke

Industrial

South East

<5.0

 

28

Magham Road, Rotherham

Industrial

Yorkshire and Humberside

<5.0

29

Pipps Hill Industrial Estate, Basildon

Industrial

Eastern

<5.0

30

Eagle Road, Redditch

Industrial

West Midlands

<5.0

31

Vantage Point, Hemel Hempstead

Offices

Eastern

<5.0

 

32

Clarke Road, Milton Keynes

Industrial

South East

<5.0

33

Knowles Lane, Bradford

Industrial

Yorkshire and Humberside

<5.0

34

Moorside Road, Salford

Industrial

North West

<5.0

35

Fargate and Chapel Walk, Sheffield

Standard Retail

Yorkshire and Humberside

<5.0

 

Tenancy Profile

 

Top Ten Tenants by Passing Rent

 

 

 

 

 

 

% of

 

 

 

 

 

Portfolio

 

 

 

 

Passing

Total

 

 

 

 

Rental

Passing

 

 

 

 

Income

Rental

 

Tenant

Sector

Property

(£'000)

Income

 

 

 

 

 

 

1

GEFCO UK Limited

Logistics

2 Geddington Road, Corby

1,320

8.1

2

Plastipak UK Limited

Manufacturing

Gresford Industrial Estate, Wrexham

883

5.4

3

The Secretary of State

Government Body

Sandford House, Solihull and Cedar House, Gloucester

832

5.1

4

Ardagh Glass Limited

Manufacturing

Langthwaite Industrial Estate, South Kirkby

676

4.1

5

Mecca Bingo Limited

Leisure

London East Leisure Park, Dagenham

625

3.8

6

Egbert H Taylor & Company Limited

Manufacturing

Oak Park, Droitwich

620

3.8

7

Odeon Cinemas

Leisure

Odeon Cinema, Southend

535

3.3

8

Sports Direct

Retail

Barnstaple Retail Park and Bank Hey Street, Blackpool

525

3.2

9

Wyndeham Peterborough Limited

Manufacturing

Storeys Bar Road, Peterborough

525

3.2

10

Advance Supply Chain (BFD) Limited

Logistics

Euroway Trading Estate, Bradford

428

2.6

 

The Company's top ten tenants, listed above, represent 42.6% of the total passing rental income of the portfolio.

 

Asset Management

Knowles Lane, Bradford - in September 2019, the Company settled a rent review back-dated to September 2018 at this industrial property. The review documents a new passing rent of £182,500, representing a 14% increase on the previous rent and which was also ahead of the valuer's ERV at the date of signing.

 

Bessemer Road, Basingstoke - in September 2019, a lease extension for a term of six months was completed with HFC Prestige Manufacturing in Basingstoke. Due to the short extension period, a rental level was agreed 46% ahead of the previous passing rent.

 

Lease Expiry Profile

Approximately £3.36 million of the Company's current contracted income stream is subject to an expiry or break within the 12 month period commencing 1 October 2019. Of this £3.36 million, £940,000 (28%) is already subject to an agreed renewal in principle, either at or above the current level of passing rent. In respect of a further £1.52 million (45%), the Investment Manager is currently engaged in active renewal discussions where tenants are expected to remain in occupation subject to agreeing final lease terms. The Investment Manager expects to engage further tenants in renewal discussion throughout the period. To date, tenants that have served notice to vacate within this period and have made clear that they intend to do so amount to c.£71,000 (2%).

 

AEW UK Investment Management LLP

 

27 November 2019

 

 

Interim Management Report & Directors' Responsibility Statement

 

Interim Management Report

The important events that have occurred during the period under review, the key factors influencing the financial statements and the principal risks and uncertainties for the remaining six months of the financial year are set out in the Chairman's Statement and the Investment Manager's Report above.

 

The principal risks facing the Company are unchanged since the date of the Annual Report and Financial Statements for the year ended 31 March 2019 and continue to be as set out in that report on pages 29 to 34 and Note 20 to the Financial Statements on pages 92 to 95.

 

Risks faced by the Company include, but are not limited to: property market, property valuation, tenant default, asset management initiatives, due diligence, fall in rental rates, breach of borrowing covenants, interest rate rises, availability and cost of debt, use of service providers, dependence on the Investment Manager, ability to meet objectives, Company REIT status, political/economic risks, market price risk, real estate risk, credit risk and liquidity risk.

 

 

Responsibility Statement

 

We confirm that to the best of our knowledge:

 

  • the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;

 

  • the interim management report includes a fair review of the information required by:

 

  1. DTR 4.2.7R, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

 

  1. DTR 4.2.8R, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

 

On behalf of the Board

 

Mark Burton

Chairman

 

27 November 2019

 

 

Independent Review Report to AEW UK REIT plc

 

Conclusion

We have been engaged by the Company to review the condensed set of financial statements in the Interim Report & Financial Statements for the six months ended 30 September 2019 which comprises the Condensed Statement of Comprehensive Income, Condensed Statement of Changes in Equity, Condensed Statement of Financial Position, Condensed Statement of Cash Flows and the related explanatory notes.

 

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2019 are not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting as adopted by the EU and the DTR of the UK's Financial Conduct Authority (the "FCA").

 

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting

matters, and applying analytical and other review procedures. We read the other information contained in the Interim Report & Financial Statements and consider whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

The impact of uncertainties due to the UK exiting the European Union on our review

Uncertainties related to the effects of Brexit are relevant to understanding our review of the condensed financial statements. Brexit is one of the most significant economic events for the UK, and at the date of this report its effects are subject to unprecedented levels of uncertainty of outcomes, with the full range of possible effects unknown. An interim review cannot be expected to predict the

unknowable factors or all possible future implications for a company and this is particularly the case in relation to Brexit.

 

Directors' responsibilities

The Interim Report & Financial Statements is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the Interim Report & Financial Statements in accordance with the DTR of the FCA.

 

The annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards as adopted by the EU. The Directors are responsible for preparing the condensed set of financial statements included in the Interim Report & Financial Statements in accordance with IAS 34 as adopted by the EU.

 

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the Interim Report & Financial Statements based on our review.

 

The purpose of our review work and to whom we owe our responsibilities

This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the DTR of the FCA. Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

 

 

Henry Todd

for and on behalf of KPMG LLP

Chartered Accountants

15 Canada Square

London

E14 5GL

 

27 November 2019

 

 

 

Financial Statements

 

Condensed Statement of Comprehensive Income

for the six months ended 30 September 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

Period from 

1 April 2019 to 

30 September 

2019 

Period from

1 April 2018 to

30 September

2018

Year ended

31 March

2019 

 

 

(unaudited)

(unaudited)

(audited) 

 

Notes

£'000 

£'000 

£'000  

Income

 

 

 

 

Rental and other income

3

8,777  

8,459 

17,183  

Property operating expenses

4

(509)

(630)

(1,462)

Net rental and other income

 

8,268  

7,829 

15,721  

 

 

 

 

 

Other operating expenses

4

(1,004)

(970)

(2,197)

 

 

 

 

 

Operating profit before fair value changes

 

7,264  

6,859 

13,524 

 

 

 

 

 

Change in fair value of investment properties

9

(2,407)

5,653 

4,184 

Gain/(loss) on disposal of investment properties

9

44  

(178)

(482)

 

 

 

 

 

Operating profit

 

4,901  

12,334 

17,226 

 

 

 

 

 

Finance expense

5

(742)

(656)

(1,682)

 

 

 

 

 

Profit before tax

 

4,159  

11,678 

15,544 

Taxation

6

-  

- 

- 

 

 

 

 

 

Profit after tax

 

4,159  

11,678 

15,544 

Other comprehensive income

 

-  

- 

- 

 

 

 

 

 

Total comprehensive income for the period

 

4,159  

11,678 

15,544 

 

 

 

 

 

Earnings per share (pence per share) (basic and diluted)

7

2.74  

7.71 

10.26 

 

 

 

 

 

 

The notes below form an integral part of these condensed financial statements.

 

 

 

Condensed Statement of Changes in Equity

for the six months ended 30 September 2019

 

For the period 1 April 2019 to

 

Share

capital

Share

premium

account

Capital

reserve and

retained

earnings

Total capital

and reserves

attributable to

owners of

the Company

30 September 2019 (unaudited)

Notes

£'000

£'000

£'000 

£'000 

 

 

 

 

 

 

Balance as at 1 April 2019

 

1,515

49,770

98,171 

149,456 

 

 

 

 

 

 

Total comprehensive income

 

-

-

4,159 

4,159 

Dividends paid

8

-

-

(6,062)

(6,062)

Balance as at 30 September 2019

 

1,515

49,770

96,268 

147,553 

 

 

 

 

 

 

 

 

 

 

 

 

For the period 1 April 2018 to

 

Share

capital

Share

premium

account 

Capital

reserve and

retained

earnings

Total capital

and reserves

attributable to

owners of

the Company

30 September 2018 (unaudited)

Notes

£'000

£'000 

£'000 

£'000 

Balance at 1 April 2018

 

1,515

49,768

94,751 

146,034 

 

 

 

 

 

 

Total comprehensive income

 

-

-

11,678 

11,678 

Share issue costs 

 

-

3

- 

3 

Dividends paid

8

-

-

(6,062)

(6,062)

Balance as at 30 September 2018

 

1,515

49,771

100,367 

151,653 

 

 

 

 

Share

capital

Share

premium

account

Capital

reserve and

retained

earnings 

Total capital

and reserves

attributable to

owners of

the Company

For the year ended 31 March 2019 (audited)

Notes

£'000

 £'000

 £'000 

£'000 

 

 

 

 

 

 

Balance at 1 April 2018

 

1,515

49,768

94,751 

146,034 

 

 

 

 

 

 

Total comprehensive income

 

-

-

15,544 

15,544 

Share issue costs

 

-

2

- 

2 

Dividends paid

8

-

-

(12,124)

(12,124)

Balance as at 31 March 2019

 

1,515

49,770

98,171 

149,456 

 

The notes below form an integral part of these condensed financial statements.

 

 

Condensed Statement of Financial Position

as at 30 September 2019

 

 

 

As at

30 September 2019 (unaudited)

As at

30 September

2018

(unaudited)

As at

31 March 2019

(audited)

 

Notes

£'000

£'000 

£'000 

Assets

 

 

 

 

Non-Current Assets

 

 

 

 

Investment property

9

193,979 

192,519

196,129

 

 

193,979 

192,519

196,129

 

 

 

 

 

Current Assets

 

 

 

 

Receivables and prepayments

10

7,621 

3,394 

4,469

Other financial assets held at fair value

11

58 

9 

162

Cash and cash equivalents

 

2,012 

8,145 

2,131

 

 

9,691 

11,548 

6,762

 

 

 

 

 

Total assets

 

203,670 

204,067 

202,891

Non-Current Liabilities

 

 

 

 

Interest bearing loans and borrowings

12

(49,528)

(49,714)

(49,476)

Finance lease obligations

14

(636)

(573)

(636)

 

 

(50,164)

(50,287)

(50,112)

 

 

 

 

 

Current Liabilities

 

 

 

 

Payables and accrued expenses

13

(5,905)

(2,080)

(3,275)

Finance lease obligations

14

(48)

(47)

48

 

 

(5,953)

(2,127)

(3,323)

 

 

 

 

 

Total Liabilities

 

(56,117)

(52,414)

(53,435)

 

 

 

 

 

Net Assets

 

147,553 

151,653 

149,456

 

 

 

 

 

Equity

 

 

 

 

Share capital

 

1,515 

1,515

1,515

Share premium account

 

49,770 

49,771

49,770

Capital reserve and retained earnings

 

96,268 

100,367

98,171

 

 

 

 

 

Total capital and reserves attributable to equity holders of the Company

 

147,553 

151,653 

149,456

 

 

 

 

 

Net Asset Value per share (pps)

7

97.36 

100.06 

98.61

 

 

 

 

 

 

The financial statements were approved by the Board of Directors on 27 November 2019 and were signed on its behalf by:

 

Mark Burton

Chairman

AEW UK REIT plc

Company number: 09522515

 

The notes below form an integral part of these condensed financial statements.

 

 

Condensed Statement of Cash Flows

for the six months ended 30 September 2019

 

 

Period from

1 April 2019 to

30 September

 2019

Period from

1 April 2018 to

30 September

2018

Year ended

31 March

2019

 

(unaudited)

(unaudited)

(audited)  

 

£'000 

£'000 

£'000 

 

 

 

 

Cash flows from operating activities

 

 

 

Profit after tax

4,159 

11,678 

15,544 

 

 

 

 

Adjustment for non-cash items:

 

 

 

Finance expenses

742 

656 

1,682 

Loss/(gain) from change in fair value of investment property

2,407 

(5,653)

(4,184)

Realised (gain)/loss on disposal of investment property

(44)

178 

482 

Increase in other receivables and prepayments

(3,152)

(455)

(1,318)

Increase/(decrease) in other payables and accrued expenses

2,640 

(385)

587 

Net cash generated from operating activities

6,752 

6,019 

12,793 

 

 

 

 

Cash flows from investing activities

 

 

 

Additions to investment property

(257)

(506)

(7,945)

Proceeds from disposal of investment property

44 

4,508 

6,629 

Net cash (used in)/generated from investing activities

(213)

4,002 

(1,316)

 

 

 

 

Cash flows from financing activities

 

 

 

Share issue costs

- 

(31)

(32)

Loan arrangement fees

- 

- 

(294)

Premiums on interest rate caps

- 

- 

(531)

Finance costs

(596)

(494)

(1,076)

Dividends paid

(6,062)

(6,062)

(12,124)

 

 

 

 

Net cash used in financing activities

(6,658)

(6,587)

(14,057)

 

 

 

 

Net (decrease)/increase in cash and cash equivalents

(119)

3,434 

(2,580)

Cash and cash equivalents at start of the period/year

2,131 

4,711 

4,711 

Cash and cash equivalents at end of the period/year

2,012 

8,145 

2,131 

 

 

 

 

 

The notes below form an integral part of these condensed financial statements.

 

 

Notes to the Condensed Financial Statements

for the six months ended 30 September 2019

 

1. Corporate information

AEW UK REIT plc (the 'Company') is a closed ended Real Estate Investment Trust ('REIT') incorporated on 1 April 2015 and domiciled in the UK.

 

The comparative information for the year ended 31 March 2019 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The auditor reported on those accounts. Its report was unqualified and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

 

2. Accounting policies

 

2.1 Basis of preparation

These interim condensed unaudited financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU, and should be read in conjunction with the Company's last financial statements for the year ended 31 March 2019. These condensed unaudited financial statements do not include all information required for a complete set of financial statements proposed in accordance with IFRS as adopted by the EU ('EU IFRS'). However, selected explanatory notes have been included to explain events and transactions that are significant in understanding changes in the Company's financial position and performance since the last financial statements. A review of the interim financial information has been performed by the Independent Auditor of the Company for issue on 27 November 2019.

 

The comparative figures disclosed in the condensed unaudited financial statements and related notes have been presented for both the six month period ended 30 September 2018 and year ended 31 March 2019 and as at 30 September 2018 and 31 March 2019.

 

These condensed unaudited financial statements have been prepared under the historical-cost convention, except for investment property and interest rate derivatives that have been measured at fair value. The condensed unaudited financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (£'000), except when otherwise indicated.

 

The Company is exempt by virtue of section 402 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information solely about the Company as an individual undertaking.

 

New standards, amendments and interpretations

There were a number of new standards and amendments to existing standards which are required for the Company's accounting periods beginning after 1 April 2019, which have been considered and applied. These being:

 

  • IFRS 16, Leases. In January 2016, the IASB published the final version of IFRS 16 Leases. IFRS specifies how an IFRS reporter will recognise, measure, present and disclose leasing arrangements. The accounting for lessors did not significantly change. For finance lease obligations, the Company is already carrying a right of use asset at fair value so treatment remains in line with prior years in that regard.

 

  • Amendments to IFRS 9 - Prepayment Features with Negative Compensation. This seeks to enable companies to measure at amortised cost some prepayable financial assets with negative compensation.

 

  • IFRIC 23, Uncertainty over Income Tax Treatments. This seeks to clarify the application of recognition and measurement requirements in IAS 12, Income Taxes, when there is uncertainty over income tax treatment.

 

  • Amendments to IAS 28 Long Term interests in Associates and Joint Ventures. This seeks to clarify the impact of expected credit loss model in IFRS 9 on any long-term interests in an associate or joint venture to which the equity method is not applied but that, in substance, form part of the net investment in associate or joint venture.

 

  • Amendments to IAS 19 Plan Amendment, Curtailment or Settlement. This seeks to clarify when an entity is required to determine the current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement.

 

The Company has applied the new standards and there has been no impact on the financial statements.

 

There are a number of new standards and amendments to existing standards which have been published and are mandatory for the Company's accounting periods beginning on or after 1 April 2020 or later. The following are the most relevant to the Company and their impact on the financial statements is as follows:

 

  • Definition of Material - amendments to IAS 1 and IAS 8.

 

  • Annual improvements to IFRS 2015-2017 Cycle: amendments to IFRS 3 Business Combinations, IFRS 11 Joint Arrangements.

 

The impact of the adoption of new accounting standards issued and becoming effective for accounting periods beginning on or after 1 April 2020 has been considered and is not considered to be significant.

 

2.2 Significant accounting judgements and estimates

The preparation of financial statements in accordance with IAS 34 requires the Directors of the Company to make judgements, estimates and assumptions that affect the reported amounts recognised in the financial statements. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability in the future.

 

i) Valuation of investment property

The Company's investment property is held at fair value as determined by the independent valuer on the basis of fair value in accordance with the internationally accepted Royal Institution of Chartered Surveyors ('RICS') Appraisal and Valuation Standards.

 

2.3 Segmental information

In accordance with IFRS 8, the Company is organised into one main operating segment being investment in property and property related-investments in the UK.

 

2.4 Going concern

The Directors have made an assessment of the Company's ability to continue as a going concern and are satisfied that the Company has the resources to continue in business for at least 12 months. Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern. Therefore, the financial statements have been prepared on the going concern basis.

 

2.5 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are consistent with those applied within the Company's Annual Report and Financial Statements for the year ended 31 March 2019 except for the changes as detailed in note 2.1.

 

 

3. Revenue

 

 

Period from

1 April 2019 to

30 September

2019

Period from

1 April 2018 to

30 September

2018

Year ended

31 March

2019

 

(unaudited)

(unaudited)

(audited)

 

£'000

£'000

£'000

 

 

 

 

Gross rental income received

8,777 

8,456 

17,179 

Other property income

- 

3 

4 

 

 

 

 

Total rental and other income

8,777 

8,459 

17,183 

 

 

 

 

 

Rent receivable under the terms of the leases is adjusted for the effect of any incentives agreed.

 

 

4. Expenses

 

 

Period from

1 April 2019 to

30 September

2019 

Period from

1 April 2018 to

30 September

2018 

Year ended

31 March

2019 

 

(unaudited)

(unaudited)

(audited)

 

£'000

£'000

£'000

 

 

 

 

Property operating expenses

509 

630 

1,462 

 

 

 

 

Other operating expenses

 

 

 

Investment management fee

665 

648 

1,302 

Auditor remuneration

48 

43 

98 

Operating costs

230 

226 

675 

Directors' remuneration

61 

53 

122 

 

 

 

 

Total other operating expenses

1,004 

970 

2,197 

 

 

 

 

Total operating expenses

1,513 

1,600 

3,659 

 

 

 

 

 

 

5. Finance expense

 

 

Period from

1 April 2019 to

30 September

2019

Period from

1 April 2018 to

30 September

2018

Year ended

31 March

2019

 

(unaudited)

(unaudited)

(audited)

 

£'000

£'000

£'000

Interest payable on loan borrowings

556 

540 

1,103 

Amortisation of loan arrangement fee

53 

71 

127 

Agency fee payable on loan borrowings

- 

2 

3 

Commitment fee payable on loan borrowings

29 

26 

54 

 

638 

639 

1,287 

Change in fair value of interest rate derivatives

104 

17 

395 

Total

742 

656 

1,682 

 

 

 

 

 

 

6. Taxation

 

 

Period from

1 April 2019 to

30 September

2019

Period from

1 April 2018 to

30 September

2018

Year ended

31 March

2019 

 

(unaudited)

(unaudited)

(audited)

 

£'000

£'000

£'000

Analysis of charge in the period

 

 

 

Profit before tax

4,159 

11,678 

15,544

 

 

 

 

Theoretical tax at UK corporation tax standard rate of 19% (30 September 2018: 19%; 31 March 2019: 19%)

790 

2,219 

2,953

 

 

 

 

Adjusted for:

 

 

 

Exempt REIT income

(1,239)

(1,178)

(2,249)

Non taxable investment losses/(gains)

449 

(1,041)

(704)

Total

-  

- 

- 

 

 

7. Earnings per share and NAV per share

 

 

Period from

1 April 2019 to

30 September

2019

Period from

1 April 2018 to

30 September

2018

Year ended

31 March

2019 

 

(unaudited)

 (unaudited)

 (audited)

 

£'000

£'000

£'000

EPS:

 

 

 

Total comprehensive income (£'000)

4,159 

11,678 

15,544 

Weighted average number of shares

151,558,251 

151,558,251 

151,558,251 

EPS (basic and diluted) (pence)

2.74 

7.71 

10.26 

 

 

 

 

 

 

 

 

EPRA EPS:

Total comprehensive income (£'000)

4,159 

11,678 

15,544 

Adjustment to total comprehensive income:

 

 

 

Change in fair value of investment property (£'000)

2,407 

(5,653)

(4,184)

(Gain)/loss on disposal of investment property (£'000)

(44)

178 

482 

Change in fair value of interest rate derivatives (£'000)

104 

17 

395 

Total EPRA Earnings (£'000)

6,626 

6,220 

12,237 

EPRA EPS (basic and diluted) (pence)

4.37 

4.10 

8.07 

 

 

 

 

NAV per share:

 

 

 

Net assets (£'000)

147,553 

151,653 

149,456 

Ordinary Shares

151,558,251 

151,558,251 

151,558,251 

NAV per share (pence)

97.36 

100.06 

98.61 

 

 

 

 

EPRA NAV per share:

 

 

 

Net assets (£'000)

147,553 

151,653 

149,456 

Adjustments to net assets:

 

 

 

Other financial assets held at fair value (£'000)

(58)

(9)

(162)

EPRA NAV (£'000)

147,495 

151,644 

149,294 

EPRA NAV per share (pence)

97.32 

100.06 

98.51 

 

 

 

 

EPS amounts are calculated by dividing profit for the period attributable to ordinary equity holders of the Company by the weighted average number of Ordinary Shares in issue during the period. As at 30 September 2019, EPRA NNNAV was equal to IFRS NAV and as such a reconciliation between the two measures has not been presented.

 

 

8. Dividends paid

 

 

Period from

1 April 2019 to

30 September

2019

Period from

1 April 2018 to

30 September

2018

Year ended

31 March

2019 

Dividends paid during the period

£'000

£'000

£'000

 

 

 

 

Represents two/two/four interim dividends of 2.00 pps each

6,062 

6,062

12,124

 

 

 

 

 

Period from 

Period from 

 

 

1 April 2019 to 

1 April 2018 to 

Year ended

 

30 September 

31 October 

31 March

 

2019 

2018 

2019

Dividends relating to the period

£'000 

£'000 

£'000

 

 

 

 

Represents two/two/four interim dividends of 2.00 pps each

6,062 

6,062 

12,124

 

 

 

 

 

Dividends paid during the period relate to Ordinary Shares only.

 

 

9. Investments

 

9.a) Investment property

 

 

Period from 1 April 2019 to

 

 

 

30 September 2019 (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Period from

1 April 2018

to 31 September

Year ended 

31 March 

 

Investment 

Investment 

 

2018

2019 

 

properties  

properties 

 

(unaudited)

(audited)

 

freehold  

leasehold 

Total  

Total

Total 

 

£'000  

£'000 

£'000  

£'000

£'000 

UK Investment property

 

 

 

 

 

 

 

 

 

 

 

As at beginning of period

159,080  

38,525 

197,605 

192,342 

192,342 

Additions in the period

262  

(5)

257 

151 

7,590 

Disposals in the period

-  

- 

-  

(4,628)

(7,053)

Revaluation of investment property

(2,617) 

805 

(1,812)

5,665 

4,726 

 

 

 

 

 

 

Valuation provided by Knight Frank

156,725 

39,325 

196,050 

193,530 

197,605

 

 

 

 

 

 

Adjustment for rent free debtor

 

 

(2,755)

(1,631)

(2,160)

Adjustment for finance lease obligations*

 

 

684 

620 

684 

Total Investment property

 

 

193,979

192,519 

196,129 

 

 

 

 

 

 

Change in fair value of investment property

 

 

 

 

 

Change in fair value before adjustments for lease incentives

 

 

(1,812) 

5,665 

4,726 

Adjustment for movement in the period:

 

 

 

 

 

in value for rent free debtor

 

 

(595)

(12)

(542)

 

 

 

(2,407)

5,653 

4,184 

Gain/(loss) on disposal of the investment property

 

 

 

 

 

Net proceeds from disposals of investment property during the period

 

 

44 

4,508 

6,629 

Cost of disposal

 

 

- 

(4,628)

(7,053)

Lease incentives amortised in current period/year

 

 

- 

(58)

(58)

Gain/(loss) on disposal of investment property

 

 

44 

(178)

(482)

 

* Adjustment in respect of minimum payment under head leases separately included as a liability within the Condensed Statement of Financial Position.

 

Valuation of investment property

Valuation of investment property is performed by Knight Frank LLP, an accredited external valuer with recognised and relevant professional qualifications and recent experience of the location and category of the investment property being valued.

 

The valuation of the Company's investment property at fair value is determined by the external valuer on the basis of market value in accordance with the internationally accepted RICS Valuation - Professional Standards (incorporating the International Valuation Standards).

 

The determination of the fair value of investment property requires the use of estimates such as future cash flows from assets (such as lettings, tenants' profiles, future revenue streams, capital values of fixtures and fittings, plant and machinery, any environmental matters and the overall repair and condition of the property) and discount rates applicable to those flows.

 

 

9.b) Fair value measurement hierarchy

The following table provides the fair value measurement hierarchy for non-current assets:

 

 

Quoted prices

Significant

Significant

 

 

in active

observable

unobservable

 

 

markets

inputs

inputs

 

 

(Level 1)

(Level 2)

(Level 3)

Total

 

£'000

£'000

£'000

£'000

 

 

 

 

 

Assets measured at fair value

 

 

 

 

30 September 2019

 

 

 

 

Investment property

-

-

193,979

193,979

 

 

 

 

 

30 September 2018

 

 

 

 

Investment property

-

-

192,519

192,519

 

 

 

 

 

31 March 2019

 

 

 

 

Investment property

-

-

196,129

196,129

 

 

Explanation of the fair value hierarchy:

 

Level 1 - Quoted prices for an identical instrument in active markets;

 

Level 2 - Prices of recent transactions for identical instruments and valuation techniques using observable market data; and

 

Level 3 - Valuation techniques using non-observable data.

 

There have been no transfers between Level 1 and Level 2 during either period, nor have there been any transfers in or out of Level 3.

 

Sensitivity analysis to significant changes in unobservable inputs within Level 3 of the hierarchy

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy of the entity's portfolios of investment properties are:

 

1) ERV

 

2) Equivalent yield

 

Increases/(decreases) in the ERV (per sq ft per annum) in isolation would result in a higher/(lower) fair value  measurement. Increases/(decreases) in the yield in isolation would result in a lower/(higher) fair value measurement.

 

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy of the portfolio of investment property are:

 

 

 

 

Significant

 

 

Fair value

Valuation

unobservable

 

Class

£'000

technique

inputs

Range

 

 

 

 

 

30 September 2019

 

 

 

 

Investment Property

196,050

Income capitalisation

ERV

Equivalent yield

£0.50 - £127.00

5.95% - 9.69%

 

 

 

 

 

30 September 2018

 

 

 

 

Investment Property

193,530

Income capitalisation

ERV

Equivalent yield

£1.00 - £127.00

4.23% - 12.09%

 

 

 

 

 

31 March 2019

 

 

 

 

Investment Property

197,605

Income capitalisation

ERV

Equivalent yield

£1.00- £127.00

 5.87% - 10.25%

 

 

 

 

 

 

Where possible, sensitivity of the fair values of Level 3 assets are tested to changes in unobservable inputs to reasonable alternatives.

 

Gains and losses recorded in profit or loss for recurring fair value measurements categorised within Level 3 of the fair value hierarchy are attributable to changes in unrealised gains or losses relating to investment property and investments held at the end of the reporting period.

 

With regards to both investment property and investments, gains and losses for recurring fair value measurements categorised within Level 3 of the fair value hierarchy, prior to adjustment for rent free debtor and rent guarantee debtor, are recorded in profit and loss.

 

The carrying amount of the assets and liabilities, detailed within the Condensed Statement of Financial Position, is considered to be the same as their fair value.

 

The tables below sets out a sensitivity analysis for each of the key sources of estimation uncertainty with the resulting increase/(decrease) in the fair value of investment property.

 

 

Fair value

Change in ERV

Change in equivalent yield

 

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

Sensitivity Analysis

 

+5%

-5%

+5%

-5%

 

 

 

 

 

 

30 September 2019

196,050

204,427

187,935

185,802

207,198

 

 

 

 

 

 

30 September 2018

193,530

200,241

183,820

181,321

203,387

 

 

 

 

 

 

31 March 2019

197,605

205,803

189,720

187,352

208,707

 

 

 

Fair value

Change in ERV

Change in equivalent yield

 

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

Sensitivity Analysis

 

+10%

-10%

+10%

-10%

 

 

 

 

 

 

30 September 2019

196,050

213,858

179,153

178,444

217,351

 

 

 

 

 

 

30 September 2018

193,530

208,704

175,911

173,762

213,834

 

 

 

 

 

 

31 March 2019

197,605

215,108

181,156

179,876

219,000

 

 

10. Receivables and prepayments

 

 

30 September 

30 September 

31 March 

 

2019 

2018 

2019 

 

(unaudited)

(unaudited)

(audited)

 

£'000 

£'000 

£'000 

Receivables

 

 

 

Rent debtor

2,789 

1,283 

1,477 

Allowance for expected credit losses

(51)

- 

(39)

Rent agent float account

1,363 

184 

92 

Other receivables

481 

221 

381 

 

4,582 

1,688 

1,911 

 

 

 

 

Rent free debtor

2,755 

1,631 

2,160 

Prepayments

284 

75 

398 

Total

7,621 

3,394 

4,469 

 

The aged debtor analysis of receivables as follows:

 

 

30 September

30 September

31 March

 

2019

2018

2019

 

£'000

£'000

£'000

 

 

 

 

Less than three months due

4,257

1,688

1,911

Between three and six months due

325

-

-

 

 

 

 

Total

4,582

1,688

1,911

 

 

11. Interest rate derivatives

 

 

30 September

30 September 

31 March 

 

2019 

2018 

2019 

 

(unaudited)

(unaudited)

(audited)

 

£'000 

£'000 

£'000 

 

 

 

 

At the beginning of the period

162 

26 

26

Interest rate cap premium paid

- 

- 

531

Changes in fair value of interest rate derivatives

(104)

(17)

(395)

 

 

 

 

At the end of the period

58 

9 

162

 

The Company is protected from a significant rise in interest rates as it has interest rate caps with a combined notional value of £36.51 million (31 March 2019: £36.51 million), resulting in the loan being 73% hedged (31 March 2019: 73%). These interest rate caps are effective until 19 October 2020. In October 2018, the Company entered into additional interest rate caps on a notional value of £46.51 million at 2.00% covering the extension period of the loan from October 2020 to October 2023.

 

Fair Value hierarchy

The following table provides the fair value measurement hierarchy for interest rate derivatives:

 

 

Assets measured at fair value

 

 

Quoted prices 

 

Significant 

 

Significant 

 

 

in active 

observable 

unobservable 

 

 

markets 

input 

inputs 

 

 

(Level 1)

(Level 2)

(Level 3)

Total

Valuation date

£'000 

£'000 

£'000 

£'000

30 September 2019

- 

58 

- 

58

30 September 2018

- 

9 

- 

9

31 March 2019

- 

162 

- 

162

 

 

 

 

 

 

The fair value of these contracts are recorded in the Condensed Statement of Financial Position as at the period end.

 

There have been no transfers between Level 1 and Level 2 during the period, nor have there been any transfers between Level 2 and Level 3 during the period.

 

The carrying amount of the assets and liabilities, detailed within the Condensed Statement of Financial Position, is considered to be the same as their fair value.

 

 

12. Interest bearing loans and borrowings

 

 

Bank borrowings drawn

 

30 September 

2019 

30 September

2018 

31 March 

2019 

 

(unaudited)

(unaudited)

(audited)

 

£'000 

£'000 

£'000 

At the beginning of the period

50,000

50,000 

50,000

Bank borrowings drawn in the period

-

- 

-

Interest bearing loans and borrowings

50,000

50,000 

50,000

 

 

 

 

Unamortised loan arrangement fees

(472)

(286)

(524)

At the end of the period

49,528

49,714 

49,476

 

 

 

 

Repayable between two and five years

50,000

50,000 

50,000

Bank borrowings available but undrawn in the period

10,000

10,000 

10,000

 

 

 

 

Total facility available

60,000

60,000 

60,000

 

 

 

 

 

 

 

 

 

The Company has a £60.00 million (31 March 2019: £60.00 million) credit facility with RBSi of which £50.00 million (31 March 2019: £50.00 million) has been utilised as at 30 September 2019.

 

Under the terms of the Prospectus, the Company has a target gearing of 25% loan to GAV, but can borrow up to 35% loan to GAV in advance of a capital raise or asset disposal. As at 30 September 2019, the Company's gearing was 25.50% loan to property valuation (31 March 2019: 25.30%).

 

Under the terms of the loan facility, the Company can draw up to 35% loan to NAV at drawdown. On 9 October 2019, the Company announced that it had completed an amendment to its loan facility, increasing the loan to NAV covenant from 45% to 55% (subject to certain conditions). There are no changes to the margin currently charged under the facility.

 

Borrowing costs associated with the credit facility are shown as finance costs in note 5 to these financial statements.

 

 

13. Payables and accrued expenses

 

 

30 September

2019

30 September

2018

31 March

2019

 

(unaudited)

(unaudited)

(audited)

 

£'000

£'000

£'000

 

 

 

 

Deferred income

3,312

929

1,137

Accruals

1,037

467

1,189

Other creditors

1,556

684

949

 

 

 

 

Total

5,905

2,080

3,275

 

 

 

 

 

 

14. Finance lease obligations

 

Finance leases are capitalised at the lease's commencement at the present value of the minimum lease payments. The present value of the corresponding rental obligations are included as liabilities.

 

The following table analyses the minimum lease payments under non-cancellable finance leases:

 

 

30 September

2019

30 September

2018

31 March

2019

 

(unaudited)

(unaudited)

(audited)

 

£'000 

£'000 

£'000 

Not later than one year

48 

47 

48 

Later than one year but not later than five years

160 

152 

160 

Later than five years

476 

421 

476 

 

 

 

 

 

636 

573 

636 

 

 

 

 

Total

684 

620 

684 

 

 

15. Issued share capital

 

There was no change to the issued share capital during the period. The number of ordinary shares in issue and fully paid remains 151,558,251 of £0.01 each.

 

 

16. Transactions with related parties

 

As defined by IAS 24 Related Party Disclosures, parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions.

 

For the six months ended 30 September 2019, the Directors of the Company are considered to be the key management personnel. Directors' remuneration is disclosed in note 4.

 

The Company is party to an Investment Management Agreement with the Investment Manager, pursuant to which the Company has appointed the Investment Manager to provide investment management services relating to the respective assets on a day-to-day basis in accordance with their respective investment objectives and policies, subject to the overall supervision and direction of the Board of Directors.

 

Under the Investment Management Agreement, the Investment Manager receives a quarterly management fee which is calculated and accrued monthly at a rate equivalent to 0.9% per annum of NAV (excluding uninvested proceeds from fundraising).

 

During the period from 1 April 2019 to 30 September 2019, the Company incurred £665,344 (six months ended 30 September 2018: £648,247) in respect of investment management fees and expenses of which £664,962 was outstanding at 30 September 2019 (31 March 2019: £328,323).

 

 

17. Events after reporting date

 

Dividend

On 18 October 2019, the Board declared its second interim dividend of 2.00 pps in respect of the period from 1 July 2019 to 30 September 2019. The dividend payment will be made on 29 November 2019 to shareholders on the register as at 1 November 2019. The ex-dividend date was 31 October 2019.

 

The dividend of 2.00 pps was designated as an interim property income distribution ("PID"). Unless shareholders have elected to receive the PID gross, 20% tax will be deducted at source.

 

Financing

On 9 October 2019, the Company announced that it had completed an amendment to its loan facility, increasing the loan to NAV covenant from 45% to 55% (subject to certain conditions).

 

EPRA Performance Measures

Detailed below is a summary table showing the EPRA performance measures of the Company. All EPRA performance measures have been calculated in line with EPRA Best Practices Recommendations Guidelines which can be found at www.epra.com.

 

MEASURE AND DEFINITION

PURPOSE

PERFORMANCE

 

 

 

1. EPRA Earnings

Earnings from operational activities.

 

A key measure of a company's underlying operating results and an indication of the extent to which current dividend payments are supported by earnings.

 

 

£6.63 million/4.37 pps

EPRA earnings for the six month period ended 30 September 2019 (six month period ended 30 September 2018: £6.22 million/4.10 pps)

2. EPRA NAV

NAV adjusted to include properties and other investment interests at fair value and to exclude certain items not expected to crystallise in a long-term investment property business.

 

Makes adjustments to IFRS NAV to provide stakeholders with the most relevant information on the fair value of the assets and liabilities within a true real estate investment company with a long-term investment strategy.

 

 

£147.50 million/97.32 pps EPRA NAV as at 30 September 2019 (At 31 March 2019: £149.29 million/ 98.51 pps)

3. EPRA NNNAV

EPRA NAV adjusted to include the fair values of:

(i) financial instruments;

(ii) debt; and

(iii) deferred taxes.

 

Makes adjustments to EPRA NAV to provide stakeholders with the most relevant information on the current fair value of all the assets and liabilities within a real estate company.

 

 

£147.55 million/97.36 pps EPRA NNNAV as at 30 September 2019

(At 31 March 2019: £149.46 million/98.61 pps)

4.1 EPRA NIY

Annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the market value of the property, increased with (estimated) purchasers' costs.

 

 

 

A comparable measure for portfolio valuations. This measure should make it easier for investors to judge themselves, how the valuation of portfolio X compares with portfolio Y.

 

 

7.45%

EPRA NIY

as at 30 September 2019

(At 31 March 2019: 7.62%)

4.2 EPRA 'Topped-Up' NIY

This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rent-free periods (or other unexpired lease incentives such as discounted rent periods and step rents).

 

 

A comparable measure for portfolio valuations. This measure should make it easier for investors to judge themselves, how the valuation of portfolio X compares with portfolio Y.

 

8.27%

EPRA 'Topped-Up' NIY

as at 30 September 2019

(At 31 March 2019: 8.58%)

5. EPRA Vacancy

Estimated Market Rental Value ('ERV') of vacant space divided by ERV of the whole portfolio.

 

 

A "pure" (%) measure of investment property space that is vacant, based on ERV.

 

3.96%

EPRA vacancy

as at 30 September 2019

(At 31 March 2019: 2.99%)

6. EPRA Cost Ratio

Administrative and operating costs (including and excluding costs of direct vacancy) divided by gross rental income.

 

A key measure to enable meaningful measurement of the changes in a company's operating costs.

 

16.93%

EPRA Cost Ratio (including direct vacancy cost) as at

30 September 2019

(At 30 September 2018: 18.68%)

13.76%

EPRA Cost ratio excluding direct vacancy costs as at

30 September 2019

(At 30 September 2018: 14.96%)

 

 

Calculation of EPRA NIY and 'topped-up' NIY

 

 

30 September    

 

2019    

 

£'000    

 

 

Investment property - wholly-owned

196,050    

Allowance for estimated purchasers' costs

13,331    

 

 

Gross up completed property portfolio valuation

209,381    

 

 

Annualised cash passing rental income

16,335    

Property outgoings

(738)   

 

 

Annualised net rents

15,597   

 

 

Rent expiration of rent-free periods and fixed uplifts

1,716   

 

 

'Topped-up' net annualised rent

17,313     

 

 

EPRA NIY

7.45%

 

 

EPRA 'topped-up' NIY

8.27%

 

 

 

EPRA NIY basis of calculation

 

EPRA NIY is calculated as the annualised net rent, divided by the gross value of the completed property portfolio.

 

The valuation of grossed up completed property portfolio is determined by our external valuers as at 30 September 2019, plus an allowance for estimated purchasers' costs. Estimated purchasers' costs are determined by the relevant stamp duty liability, plus an estimate by our valuers of agent and legal fees on notional acquisition. The net rent deduction allowed for property outgoings is based on our valuers' assumptions on future recurring non-recoverable revenue expenditure.

 

In calculating the EPRA 'topped-up' NIY, the annualised net rent is increased by the total contracted rent from expiry of rent-free periods and future contracted rental uplifts.

 

 

Calculation of EPRA Vacancy Rate

 

 

30 September  

 

2019    

 

£'000    

Annualised potential rental value of vacant premises

694    

Annualised potential rental value for the completed property portfolio

17,512    

 

 

EPRA Vacancy Rate

3.96%

 

 

 

30 September   

 

2019   

 

£'000   

 

 

Administrative/operating expense per IFRS income statement

1,513   

Less: Ground rent costs

(33)  

EPRA Costs (including direct vacancy costs)

1,480   

 

 

Direct vacancy costs

(277)  

 

 

EPRA Costs (excluding direct vacancy costs)

1,203   

 

 

Gross Rental Income less ground rent costs

8,744   

 

 

EPRA Cost Ratio (including direct vacancy costs)

 16.93%

EPRA Cost Ratio (excluding direct vacancy costs)

13.76%

 

 

Company Information

 

Share Register Enquiries

The register for the Ordinary Shares is maintained by Computershare Investor Services PLC. In the event of queries regarding your holding, please contact the Registrar on 0370 889 4069 or email: web.queries@computershare.co.uk.

 

Changes of name and/or address must be notified in writing to the Registrar, at the address shown below. You can check your shareholding and find practical help on transferring shares or updating your details at www.investorcentre.co.uk. Shareholders eligible to receive dividend payments gross of tax may also download declaration forms from that website.

 

Share Information

Ordinary £0.01 Shares    151,558,251

SEDOL Number    BWD2415

ISIN Number     GB00BWD24154

Ticker/TIDM    AEWU

 

The Company's Ordinary Shares are traded on the Main Market of the London Stock Exchange.

 

Annual and Interim Reports

Copies of the Annual and Interim Reports are available from the Company's website: www.aewukreit.com.

 

Provisional Financial Calendar

 

31 March 2020

Year end

June 2020

Announcement of annual results

September 2020

Annual General Meeting

30 September 2020

Half-year end

November 2020

Announcement of interim results

 

 

Dividends

The following table summarises the dividends declared in relation to the period:

 

£

Interim dividend for the period 1 April 2019 to 30 June 2019 (payment made on 30 August 2019)

3,031,165

Interim dividend for the period 1 July 2019 to 30 September 2019 (payment to be made on 29 November 2019)

3,031,165

Total

6,062,330

 

 

Independent Directors

Mark Burton (Non-executive Chairman)

Bim Sandhu (Non-executive Director)

Katrina Hart (Non-executive Director)

 

Registered Office

6th Floor

65 Gresham Street

London

EC2V 7NQ

 

Investment Manager and AIFM

AEW UK Investment Management LLP

33 Jermyn Street

London

SW1Y 6DN

 

Tel: 020 7016 4880

Website: www.aewuk.co.uk

 

Property Manager

M J Mapp

180 Great Portland Street

London

W1W 5QZ

 

Corporate Broker

Liberum

Ropemaker Place

25 Ropemaker Street

London

EC2Y 9LY

 

Legal Adviser

Gowling WLG (UK) LLP

4 More London Riverside

London

SE1 2AU

 

Depositary

Langham Hall UK LLP

8th Floor

1 Fleet Place

London

EC4M 7RA

 

Administrator

Link Alternative Fund Administrators Limited

Beaufort House

51 New North Road

Exeter

EX4 4EP

 

Company Secretary

Link Company Matters Limited

6th Floor

65 Gresham Street

London

EC2V 7NQ

 

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS13 8AE

 

Auditor

KPMG LLP

15 Canada Square

London

E14 5GL

 

Valuer

Knight Frank LLP

55 Baker Street

London

W1U 8AN

 

 

Frequency of NAV publication:

The Company's NAV is released to the London Stock Exchange on a quarterly basis and is published on the Company's website.

 

National Storage Mechanism

A copy of the Interim Report will be submitted shortly to the National Storage Mechanism ('NSM') and will be available for inspection at the NSM, which is situated at www.morningstar.co.uk/uk/NSM.

 

 

LEI: 21380073LDXHV2LP5K50

 



ISIN: GB00BWD24154
Category Code: IR
TIDM: AEWU
LEI Code: 21380073LDXHV2LP5K50
OAM Categories: 1.2. Half yearly financial reports and audit reports/limited reviews
Sequence No.: 32012
EQS News ID: 923461

 
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