Half-yearly Report

29 AUGUST 2014 STANDARD LIFE INVESTMENTS PROPERTY INCOME TRUST RESULTS IN RESPECT OF THE PERIOD ENDED 30 JUNE 2014 Financial Highlights - Net Asset Value total return of 11.7% for the six months ended 30 June 2014. - Share price increased by 9.3% over the six months ended 30 June 2014 to 76.5p. - Dividend yield of 6.1% based on 30 June 2014 share price of 76.5p. - 2 properties purchased for £18.5m excluding costs and 4 properties sold for £27.0m excluding costs. - Share capital increased 3.7% over the six months ended 30 June 2014. - 50m new ordinary shares issued at a price of 72.9p per share on 30 July 2014. Total Returns (with dividends re-invested) 6 months to 30 June 2014 Net Asset Value per share* +11.7% Share Price total return* +12.7% *Source: Morningstar Capital Values 30 June 31 December 2014 2013 % Change Net Asset Value per share 1 70.6p 65.5p +7.8% EPRA* Net Asset Value per share 2 70.7p 65.6p +7.8% Share Price 76.5p 70.0p +9.3% Premium of Share Price to Net Asset 8.4% 6.9% - Value Total Assets £204.7m £191.6m +6.8% Loan to Value 3 34.2% 40.9% - Cash Balance £23.2m £12.3m - Dividends 30 June 30 June 2014 2013 Dividends per share 4 2.294p 2.266p Dividend yield 5 6.1% 7.5% Property Returns 6 months to 30 12 months to June 31 December 2014 2013 Property income return 6 4.0% 7.7% IPD property income monthly index 7 2.8% 6.1% Property total return (property only) 7.4% 11.7% 8 IPD property total return monthly 8.4% 9.9% index 7 1. Calculated under International Financial Reporting Standards. 2. EPRA NAV represents the value of an entity's equity on a long-term basis. Some items, such as fair value of derivatives, are therefore excluded. 3. Calculated as bank borrowings less all cash as a percentage of the open market value of the property portfolio as at 30 June 2014. 4. Dividends paid during the 6 months to 30 June 2014. 5. Calculated using 30 June quarterly dividend compounded over a year. 6. The net income receivable for the period expressed as a percentage of the capital employed. Quarterly figures are compounded over the period to give the rate over six months. 7. Source: IPD quarterly version of the monthly index funds (excludes cash). 8. The sum of capital growth and net income for the period expressed as a percentage of capital employed excluding cash. * The European Public Real Estate Association (EPRA) is a common interest group, which aims to promote, develop and represent the European public real estate sector. Strategic Report: Chairman's Statement I have pleasure presenting my first statement as chairman of your Company. I would like to pay tribute to my predecessor Paul Orchard Lisle for his wise counsel and leadership of the Company over the last three years and wish him well in his retirement. Robert Peto joined the Board at the AGM and has taken over the chairmanship of the Property Valuation Committee, where his extensive property knowledge is proving extremely useful. Last year Paul predicted that there would be a general increase in property values in the next twelve months and I am delighted that this has indeed been the actual outcome as the recovery in the UK economy has continued and broadened outside London and the South East. Your Company's income return has been maintained. We were able to collect 97.8% of the rents due to us within 14 days of the end of each quarter, excluding administrations. During the period, we increased the quarterly dividend by 2.5% to 1.161p per share reflecting a combination of lower interest costs, improving outlook for rents and lower void rates. The shares provided a dividend yield of 6.1% on our share price at the end of the six month period. The Company's net asset value per share ("NAV") rose by 7.8% in the period largely due a strong performance from the London and South East office properties. The value of our properties rose by 8.2% in the same period, based on the standing portfolio. An important part of our property investment strategy is to buy into assets where astute asset management can enhance rental and capital values and to buy properties that are out of favour but which we think should show some capital appreciation. With that in mind, we have bought a Grade A office in the Farnborough Aerospace Centre for £14.9m reflecting a yield of 8.1% and two industrial units in Livingston for £3.6m with an initial yield of 10.65%. On the reverse side, we have a policy of taking profits from investments that we consider have served their purpose and, if necessary, in cutting losses where the performance has been below our expectations and the potential for gain looks uncertain. Accordingly we have sold the Company's largest asset for £16m reflecting a yield of 7.25%. The logistics unit in Bolton is let to Tesco until September 2016 and was sold to reduce expiry risk in that year. In addition a portfolio of three retail warehouses was sold for a total of £11.2m. Details of these transactions and of other changes to the property portfolio are in the Investment Manager's report. The elimination of all voids was a priority target stated in last year's interim report and I am delighted to report that through active management initiatives and the sale of the retail warehouse portfolio the void rate has been reduced to 0.6%. Other portfolio matters are covered in the Investment Manager's report. I am pleased to report that the Company's equity base was increased by 3.7% in the six months ended 30 June 2014 through the issue of 5.7m new ordinary shares at a premium to NAV. At 30 June, the Company's shares were priced at 76.5p in contrast to 70.0p at the start of the reporting year. On 1 July 2014 the Company published a prospectus to seek to raise 100m new shares through an initial placing, offer for subscription and placing programme over the next twelve months. I am pleased to report that the first tranche of 50m shares was issued on 30 July 2014 and provides additional equity capital of £36.4m. The Manager has identified a pipeline of appropriate UK commercial properties for investment. As previously reported the Board agreed to appoint its Investment Manager as the Company's AIFM and Standard Life Investments (Corporate Funds) Limited received its authorisation on 7 July 2014. There will be additional expenses to the Company in the form of depositary costs. However I am pleased that the Investment Manager will not be increasing their fees for their additional regulatory responsibilities. Indeed as disclosed in the recent prospectus the Board has negotiated a new tiered investment management fee structure that will reduce the total expense ratio ("TER") in future years following the successful fund raising referred to above. As stated in the 2013 accounts the Board has concluded that it would be in the best interests of shareholders if the Company was to convert to a REIT. The Board expects to send details to shareholders in the coming months and to put proposals to shareholders in November 2014. Since 30 June 2014, the Company has completed the purchase of three modern logistics units in the Midlands for a total price of £28.65m, reflecting a yield of 7%. The three units were built in 2008/9 and are fully let. There are risks to the UK economic recovery but it seems likely that tenant demand should improve. For some types of property there has been very little increase in supply over the last few years so that rents should continue to rise. There has already been an increase in capital values but UK property remains an attractive asset class, given the yield differential over bonds and equities. Richard Barfield Chairman 29 August 2014 Strategic Report: Principal Risks and Uncertainties The Company's assets consist of direct investments in UK commercial property. Its principal risks are therefore related to the commercial property market in general, but also the particular circumstances of the properties in which it is invested, and their tenants. The Board and the Investment Manager seek to mitigate these risks through a strong initial due diligence process, continual review of the portfolio and active asset management initiatives. All of the properties in the portfolio are insured, providing protection against risks to the properties and also protection in case of injury to third parties in relation to the properties. The Board has also identified a number of other specific risks that are reviewed at each Board meeting. These are as follows: - The Company and its objectives become unattractive to investors. This is mitigated through regular contact with shareholders, a regular review of share price performance and the level of the discount or premium at which the shares trade to net asset value and regular meetings with the Company's broker to discuss these points and address any issues that arise. - Poor selection of new properties for investment. A comprehensive and documented initial due diligence process, which will filter out properties that do not fit required criteria, is carried out by the Investment Manager prior to making a recommendation to the Board in relation to a proposed property purchase. This is followed by detailed review and challenge by the Board prior to a decision being made to proceed with a purchase. This process is designed to mitigate the risk of poor property selection. - Tenant failure or inability to let property. Due diligence work on potential tenants is undertaken before entering into new lease arrangements. In addition, tenants are kept under constant review through regular contact and various reports both from the managing agents and the Manager's own reporting process. Contingency plans are put in place at units that have tenants that are believed to be in financial trouble. The Company subscribes to the Investment Property Databank Iris Report which updates the credit and risk ranking of the tenants and income stream, and compares it to the rest of the UK real estate market. - Loss on financial instruments. The Company has entered into two interest rate swap arrangements. These swap instruments are valued and monitored on a monthly basis by the counterparty bank. The Investment Manager checks the valuation of the swap instruments internally to ensure they are accurate. In addition, the credit rating of the bank that the swaps are taken out with is assessed regularly. Other risks faced by the Company include the following: - Strategic - incorrect strategy, including sector and property allocation and use of gearing, could all lead to a poor return for shareholders. - Tax efficiency - the structure of the Company or changes to legislation could result in the Company no longer being a tax efficient investment vehicle for shareholders. - Regulatory - breach of regulatory rules could lead to the suspension of the Company's Stock Exchange Listing, financial penalties or a qualified audit report. - Financial - inadequate controls by the Investment Manager or third party service providers could lead to misappropriation of assets. Inappropriate accounting policies or failure to comply with accounting standards could lead to misreporting or breaches of regulations. - Operational - failure of the Investment Manager's accounting systems or disruption to the Investment Manager's business, or that of third party service providers, could lead to an inability to provide accurate reporting and monitoring, leading to loss of shareholder confidence. - Economic - inflation or deflation, economic recessions and movements in interest rates could affect property valuations and also bank borrowings. The Board seeks to mitigate and manage these risks through continual review, policy setting and enforcement of contractual obligations. It also regularly monitors the investment environment and the management of the Company's property portfolio, levels of gearing and the overall structure of the Company. Investment Manager's Report UK Real Estate Market UK real estate continues to benefit from an economy that is growing at its fastest pace since 2007 and a recovery that is becoming increasingly broad based. Total return according to the IPD index was a healthy 8.4% for the six months to end June. Capital values rose by 5.8% over the same period. An improvement in capital growth continues to be driven by increased investor allocations to the asset class which shows no sign of abating. Rental growth continues to improve at a broad level with rents expected to pick up further into the recovery cycle. Rents rose by 1.3% in the six months to end June. Returns for the UK listed real estate equities sector remained positive over the six month period with the FTSE EPRA/NAREIT UK rising by 8.4%. By comparison, the FTSE All Share Index rose by 1.6% over the same timeframe. The UK listed real estate sector was relatively volatile following changes in expectations for UK interest rate rises, although performance did recover towards the end of the period. Over the period, real estate's positive margin over the risk free rate (using gilts as a proxy) remained relatively stable at around 300 basis points. The margin remains well above the historical average of around 200 basis points. The outperformance of the office sector against All Property remained in place in this reporting period with offices recording returns of 11.6% in the six months to end June against 8.4% for All Property. The industrial sector remains marginally behind the office sector returning 11.2% over the same period. The retail sector continues to be the weakest performing sector returning 6.8% in the six months to end June, an improvement on the 5.9% in the previous six months to end March. For the second consecutive quarter all sectors experienced positive capital value growth. Offices once again recorded the highest growth of 8.6% whilst industrial values experienced further strong upward momentum with growth of 7.5% in the six months to end June. Retail values continue to recover rising by 3.5% in the latest six month period compared to growth of 2.6% in the six months to end March. The office sector continues to provide the highest rental growth with rents rising by 3.4% p.a., exceeding the 1.3% p.a. for All Property. Rental growth in the office market is largely driven by London, but there are signs that a recovery in rental growth is beginning to spread outside the capital. Industrial rental growth improved modestly with rents rising by 1.9% p.a. against 1.1% p.a. previously. Retail rents continued to decline but fell at a slower rate. Retail rents fell by -0.1% p.a., an improvement on the -0.4% decline in the year to end March. Investment Outlook In the favourable environment of improving confidence and reducing void rates, investors are allocating more capital to the sector and consequently, given the increased weight of capital, risk appetite is increasing. Our view remains that poorer quality secondary and tertiary assets remain unattractive at a broad level although there will be opportunities for repositioning assets or generating reasonably good returns on a comparable basis from some poorer quality secondary assets. This is likely to involve much hard work and effort on the asset management side and the risk of an extended void period continues to be high for these types of assets. In terms of outlook, we expect reasonable positive total returns on a three year holding period due to the high yield and capital appreciation expectations. The asset class remains attractive from a fundamental point of view because of the strengthening economy and a limited pipeline of future new developments. Rising interest rates are an emerging risk although there is a reasonable buffer in pricing to compensate if the market prices in a further acceleration of rate rises. The retail sector continues to face a series of headwinds that may hold back recovery in weaker locations due to oversupply and structural issues but the prospects for retail towards the South East and Central London are expected to improve further as economic recovery gains more traction. Opportunities are arising for reasonable quality secondary buildings where these assets can be repositioned as prime. There is also likely to be a short term rebound for secondary asset prices due to the elevated margin in pricing between prime and secondary reducing as risk appetite improves. We continue to expect locational choices to be the defining characteristics contributing to returns over the remainder of 2014. We expect income to be a reasonable contributor to returns over the latter half of the year although capital values are expected to provide stronger growth over this period. Prime and good quality secondary assets and selective poorer quality secondary assets in stronger locations are likely to provide the best opportunities in the improving economic environment we anticipate for the rest of 2014. Performance The Company's investment portfolio has continued to provide an attractive income return, ahead of the general UK real estate market. The above average income return is not at the expense of total return from the portfolio. The Company's NAV total return is considered by the Board to be a key performance indicator. For the 6 months to end June 2014 the Company had a NAV total return of 11.7%. Investment Strategy The Investment Manager and the Board are focused on providing an attractive level of income to investors, but also on seeking opportunities that will enable growth in the income and capital value of the assets. We believe that by investing in good quality buildings in good locations, let to good tenants we can meet this objective, and we take an active approach to asset management and investment activity. We target a covered dividend, and for the first six months of 2014 the cover was 115%. Lease Expiry Profile Over the last three years we have targeted short leases on new purchases where we believed the real estate fundamentals were good, as this strategy provided attractive income yields. As a result, the Company has an average weighted lease expiry (to earlier of lease end or break) of 5.6 years, lower than the equivalent for IPD of 7.2 years (if leases over 35 years are excluded). In an environment of low supply levels in most markets and virtually no new development over the last 5 years, it is possible to retain tenants where the property meets their needs. By early July this year we had secured 90% of the income at risk due to lease expiries or breaks in 2014, in line with retention levels over the last few years Portfolio Valuation The investment portfolio is valued on a quarterly basis by Jones Lang La Salle. As at 30 June 2014 the real estate portfolio was valued at £178.8m and the Company held cash of £23.2m. This compares to £176.4m and £12.3m respectively at the end of December 2013. After removing the effect of purchases and sales, the real estate portfolio increased by 8.2% over the period. The investment portfolio has an initial yield of 7.5% and a true equivalent yield of 7.6% as at 30 June 2014. Investment Activity Purchases During the period the Company acquired the following investments: Cullen Square Livingston: The Company acquired two logistics units for £3.6m at a yield of 10.6%. The units are let to Crown Worldwide and UK Mail for just over 5 years. Chester House Farnborough: The Company acquired a grade A office building let to BAE Systems Ltd for a further 9 years. The purchase price of £14.9m reflected an initial yield of 8.1%. After the period end the Company completed the purchase of three separate logistics units built in 2008/9 for a price of £28.65m, at an initial net yield of 7.1%. The three units are Tetron 93 in Swadlincote, let at £431,000 p.a. until 2021, Tetron 141 Swadlincote, let at £670,500 p.a. until 2022 (but with a tenant break in 2018), and Denby 242, let at £1,032,000 p.a. until 2025 (with a tenant break in year 15). All three units were built in 2008/2009 and provide good quality modern accommodation. At the period end the Company had agreed terms (but not contractually bound) to purchase two other investments for a total of £24m and is actively looking at a number of opportunities that meet the Company objective of investing in good quality assets at an attractive yield. Sales During the reporting period the Company disposed of its largest unit, a logistics unit in Bolton let to Tesco until September 2016 for £16.1m, a yield of 7.25%. The sale was in order to manage expiry risk in 2016. The Company also sold a portfolio of three retail warehouse investments for £11m. These assets did not meet our performance expectations and we had completed asset management initiatives on two of them. Asset Management At the period end the Company had a low void rate of 0.6% (IPD 7.6%). This compares to a void rate of 10.3% at the same time last year, and 6.5% at year end. During the period the key asset management transactions were: - Letting of Bourne House Staines - In Q1 an agreement for lease was signed with Ricoh for a new 10 year lease (with a break in year 7), the lease will start in early September once the refurbishment works have been completed. - Lease extension at Drakes Way Swindon - In Q2 we extended the lease on Drakes Way Swindon by 12 months. Although the tenant wanted a longer lease we are exploring a redevelopment of the site with solicitors having been instructed on a new lease to a food store operator. - St James House Cheltenham - The 4th floor was let to a new tenant and a lease regear completed on part of the 3rd floor, providing new rental evidence for the upcoming rent reviews. Debt The Company has a debt facility with RBS for £84m which is fully drawn down. The facility is due to expire in December 2018. The all in cost of the debt has been fixed at 3.8% by way of a hedge to the end of the facility. The facility provides for a maximum LTV of 65%. As at 30 June the Company had an LTV of 34% and an interest cover ratio of 150%. Equity Raise In early July, after the end of the reporting period, the Company issued a prospectus for the issue of up to a maximum of 100m shares. The first tranche was oversubscribed and 50m shares were issued on 30 July 2014. The £36.4m of equity raised is being used to fund the acquisitions detailed above (or others in line with the investment strategy if those detailed do not proceed to completion). Further shares, up to the maximum, may be issued under the prospectus until July 2015 if further investment opportunities are identified. Jason Baggaley Fund Manager Statement of Directors' Responsibilities The Directors are responsible for preparing the Interim Management Report in accordance with applicable law and regulations. The Directors confirm that to the best of their knowledge: - The condensed set of Financial Statements have been prepared in accordance with IAS 34; and - The Interim Management Report includes a fair review of the information required by 4.2.7R and 4.2.8R of the Financial Services Authority's Disclosure and Transparency Rules. - In accordance with 4.2.9R of the Financial Services Authority's Disclosure and Transparency Rules, it is confirmed that this publication has not been audited, or reviewed by the Company's auditors. The Interim Report, for the six months ended 30 June 2014, comprises an Interim Management Report in the form of the Chairman's Statement, the Investment Manager's Report, the Directors' Responsibility Statement and a condensed set of Unaudited Consolidated Financial Statements. The Directors each confirm to the best of their knowledge that: a. the Unaudited Consolidated Financial Statements, prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; and b. the Interim Report 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 faced. For and on behalf of the Directors of Standard Life Investments Property Income Trust Limited Richard Barfield Chairman 29 August 2014 UNAUDITED FINANCIAL STATEMENTS Unaudited Consolidated Statement of Comprehensive Income for the period ended 30 June 2014 Notes 1 Jan 14 to 1 Jan 13 to 30 Jun 14 30 Jun 13 £ £ Rental income 7,462,953 6,520,056 Surrender premium income 18,154 - Valuation gain / (loss) from investment properties 5 9,176,100 (2,016,259) (Loss) / Profit on disposal of investment properties (2,032,950) 7,232 Investment management fees 3 (735,457) (649,986) Other direct property operating expenses (483,017) (588,174) Directors' fees and expenses (68,052) (69,030) Valuer's fee (22,787) (13,771) Auditor's fee (22,900) (19,500) Other administration expenses (110,643) (109,111) Operating profit 13,181,401 3,061,457 Finance income 25,420 30,118 Finance costs (1,636,315) (2,685,413) Profit for the period 11,570,506 406,162 Other comprehensive income Valuation (loss) / gain on cash flow hedges (141,937) 3,752,184 Total comprehensive income for the period, net of tax 11,428,569 4,158,346 Earnings per share: pence pence Basic and diluted earnings per share 7.31 0.28 Adjusted (EPRA) earnings per share 2.80 1.68 All items in the above Unaudited Consolidated Statement of Comprehensive Income derive from continuing operations. Unaudited Consolidated Balance Sheet as at 30 June 2014 Notes 30 Jun 2014 31 Dec 2013 £ £ ASSETS Non-current assets Investment properties 5 177,457,102 172,886,556 Lease incentives 1,102,407 3,269,593 Interest rate swaps 917,670 1,207,299 Deferred Tax 587,315 587,315 180,064,494 177,950,763 Current assets Trade and other receivables 1,447,459 1,305,524 Cash and cash equivalents 23,214,217 12,303,310 24,661,676 13,608,834 Total assets 204,726,170 191,559,597 EQUITY Capital and reserves attributable to Company's equity holders Share capital 35,369,964 31,337,024 Retained earnings 7,366,290 6,560,853 Capital reserves (27,143,241) (34,144,454) Other distributable reserves 97,838,372 97,838,372 Total equity 113,431,385 101,591,795 LIABILITIES Non-current liabilities Bank borrowings 83,923,001 83,866,594 Other liabilities 6,094 6,094 Rental deposits due to tenants 588,730 336,596 84,517,825 84,209,284 Current liabilities Trade and other payables 5,685,856 4,519,722 Interest rate swaps 1,090,604 1,238,296 Other liabilities 500 500 6,776,960 5,758,518 Total liabilities 91,294,785 89,967,802 Total equity and liabilities 204,726,170 191,559,597 Net Asset Value (NAV) per share NAV 70.6p 65.5p EPRA NAV 70.7p 65.6p Approved by the Board of Directors on 29 August 2014 and signed on its behalf by: Sally-Ann Farnon Director Unaudited Consolidated Statement of Changes in Equity for the period ended 30 June 2014 Other Share Retained Capital distributable Notes Capital earnings reserves reserves Total equity £ £ £ £ £ Opening balance 1 January 2014 31,337,024 6,560,853 (34,144,454) 97,838,372 101,591,795 Profit for the period - 11,570,506 - - 11,570,506 Valuation loss on cash flow hedges - - (141,937) - (141,937) Total comprehensive gain for the period - 11,570,506 (141,937) - 11,428,569 Dividends paid 7 - (3,621,919) - - (3,621,919) Ordinary shares issued* 4,032,940 - - - 4,032,940 Valuation gain of 5 investment properties - (9,176,100) 9,176,100 - - Loss on disposal of investment properties - 2,032,950 (2,032,950) - - Balance at 30 June 2014 35,369,964 7,366,290 (27,143,241) 97,838,372 113,431,385 * this value represents both the nominal and the premium raised on issuing the ordinary shares. Unaudited Consolidated Statement of Changes in Equity for the period ended 30 June 2013 Other Share Retained Capital distributable Notes Capital earnings reserves reserves Total equity £ £ £ £ £ Opening balance 1 January 2013 22,280,186 7,711,894 (47,199,621) 97,838,372 80,630,831 Profit for the period - 406,162 - - 406,162 Valuation gain on cash flow hedges - - 3,752,184 - 3,752,184 Total comprehensive gain for the period - 406,162 3,752,184 - 4,158,346 Dividends Paid 7 - (3,264,892) - - (3,264,892) Ordinary shares issued* 6,709,663 - - - 6,709,663 Valuation loss of investment properties - 2,016,259 (2,016,259) - - Profit on disposal of investment properties - (7,232) 7,232 - - Balance at 30 June 2013 28,989,849 6,862,191 (45,456,464) 97,838,372 88,233,948 * this value represents both the nominal and the premium raised on issuing the ordinary shares. Unaudited Consolidated Cash Flow Statement for the period ended 30 June 2014 Notes 1 Jan 14 to 1 Jan 13 to 30 Jun 14 30 Jun 13 £ £ Cash generated from operating activities 9 7,362,202 3,962,710 Cash flows from investing activities Interest received 25,420 30,118 Purchase of investment properties 5 (19,611,648) (10,354,650) Capital expenditure on investment properties 5 (2,206,823) (287,416) Net proceeds from disposal of investment properties 26,567,050 907,232 Net cash used in investing activities 4,773,999 (9,704,716) Cash flows from financing activities Ordinary shares issued net of issue costs 4,032,940 6,709,663 Interest paid on bank borrowing (1,010,693) (885,749) Payments on interest rate swaps (625,622) (1,743,332) Dividends paid to the Company's shareholders 7 (3,621,919) (3,264,892) Net cash used in financing activities (1,225,294) 815,690 Net increase / (decrease) in cash and cash equivalents in the period 10,910,907 (4,926,316) Cash and cash equivalents at beginning of period 12,303,310 13,527,186 Cash and cash equivalents at end of period 23,214,217 8,600,870 Standard Life Investments Property Income Trust Limited Notes to the Unaudited Consolidated Financial Statements for the period ended 30 June 2014 1 GENERAL INFORMATION Standard Life Investments Property Income Trust Limited ("the Company") and its subsidiary (together the "Group") carries on the business of property investment through a portfolio of freehold and leasehold investment properties located in the United Kingdom. The Company is a limited liability company incorporated and domiciled in Guernsey, Channel Islands. The Company has its listing on the London Stock Exchange. The address of the registered office is Trafalgar Court, Les Banques, St Peter Port, Guernsey. These Unaudited Consolidated Financial Statements were approved for issue by the Board of Directors on 29 August 2014. The Audited Consolidated Financial Statements of the company for the year ended 31 December 2013 are available on request from the registered office. 2 ACCOUNTING POLICIES Basis of preparation The Unaudited Consolidated Financial Statements of the Group have been prepared in accordance with IAS 34 Interim Financial Reporting, and all applicable requirements of The Companies (Guernsey) Law, 2008. The Unaudited Consolidated Financial Statements have been prepared under the historical cost convention as modified by the measurement of investment property and derivative financial instruments at fair value. The Unaudited Consolidated Financial Statements are presented in pound sterling and all values are not rounded except when otherwise indicated. These statements do not contain all of the information required for full annual statements and should be read in conjunction with the Audited Consolidated Financial Statements of the Company for the year ended 31 December 2013. The accounting policies adopted in the preparation of the Interim Condensed Consolidated Financial Statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2013, except for the adoption of new standards and interpretations effective as of 1 January 2014. New standards and amendments apply for the first time in 2014 and are detailed below: IFRS 12 Disclosure of Interests in Other Entities IFRS 12 sets out the requirements for disclosures relating to an entity's interest in subsidiaries, joint arrangements, associates and structured entities. The additional disclosure requirements in IFRS 12 are set out in these Unaudited Condensed Financial Statements (see note 6). Several other new standards and amendments apply for the first time in 2014. However, they do not impact the Interim Condensed Consolidated Financial Statements of the Group and are listed below: - IFRS 10 Consolidated Financial Statements - IFRS 11 Joint Arrangements - IAS 27 Separate Financial Statements - IAS 28 Investments in Associates and Joint Ventures - IAS 39 Financial Instruments: Recognition and Measurement - Novation of Derivatives and Continuation of Hedge Accounting (Amendments) - Amendment to IAS 32 Financial Instruments: Presentation - Amendment to IAS 36 Impairment of Assets - Amendments to IFRS 10, IFRS 12 and IAS 27: Investment Entities - Amendments to IFRS 10, IFRS 11 and IFRS 12 on transitional guidance - IFRIC 21 Levies The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. 3 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. Investment Manager On 19 December 2003 Standard Life Investments (Corporate Funds) Limited ("the Investment Manager") was appointed as Investment Manager to manage the property assets of the Group. A new Investment Management Agreement ("IMA") was entered into on 7 July 2014, appointing the Investment Manager as the AIFM. Under the terms of the IMA dated 19 December 2003, the Investment Manager was entitled to receive a fee at the annual rate of 0.85% of the total assets, payable quarterly in arrears except where cash balances exceed 10% of the total assets. The fee applicable to the amount of cash exceeding 10% of total assets was altered to be 0.20% per annum, payable quarterly in arrears. The Investment Manager also agreed to reduce its charge to 0.75% of the total assets of the Group until such time as the net asset value per share returns to the launch level of 97p. This was applicable from the quarter ending 31 December 2008 onwards and did not affect the reduced fee of 0.20% on cash holdings above 10% of total assets. The total fees charged for the period ended 30 June 2014 amounted to £735,457 (period ended 30 June 2013: £649,986). The amount due and payable at the period end amounted to £373,266 excluding VAT (period ended 30 June 2013: £329,025 excluding VAT). Under the terms of the IMA dated 7 July 2014, the above fee arrangements apply up to 31 July 2014. From 1 August 2014, the fee has been changed to 0.75% of total assets up to £200 million, 0.70% of total assets between £200 million and £300 million and 0.65% of total assets in excess of £300 million. 4 TAXATION Current income tax A reconciliation of the product of accounting profit multiplied by the applicable tax rate for the period ended 30 June 2014 and 2013 is as follows: 30 Jun 2014 30 Jun 2013 £ £ Profit before income tax 11,570,506 406,162 Tax calculated at UK statutory income tax 2,314,101 81,232 rate of 20% (30 June 2013: 20%) Valuation (gain) / loss from investment (1,428,630) 401,806 properties not subject to tax Income not subject to tax (289,189) (75,539) Expenditure not allowed for income tax 74,720 34,481 purposes Tax loss utilised (671,002) (441,980) Current income tax charge - - Unaudited Consolidated Unaudited Consolidated Income Balance Sheet Statement 30 Jun 2014 30 Jun 2013 30 Jun 2014 30 Jun 2013 £ £ £ £ Deferred income tax assets Losses available 587,315 - - - for offset against future taxable income Deferred income tax asset 587,315 - - - The Group has available deferred tax assets of £2,366,832 (30 June 2013: £2,606,977) due to tax losses which arose in Guernsey that are available for offset against future taxable profits of the Company in which the losses arose. A deferred tax asset of £587,315 (30 June 2013: £Nil) has been recognised in respect of these losses. The remaining £1,779,517 of deferred tax assets have not been recognised as the Company expects to convert from a Guernsey Investment Company to a Real Estate Investment Trust (REIT) by the end of 2014 and as a result these tax losses would not be utilised. As a REIT, any future profit generated by the Company would not be taxable in the Company. Due to the expected REIT conversion, the Group plans to amortise the deferred tax asset of £587,315 over the coming 6 months as a tax charge in the Consolidated Statement of Comprehensive Income. The Company and its subsidiary have obtained exempt company status in Guernsey so that they are exempt from Guernsey taxation on income arising outside Guernsey and bank interest receivable in Guernsey. The Board intend to conduct the Group's affairs such that the Company and its subsidiary continue to remain eligible for exemption. 5 INVESTMENT PROPERTIES Country UK UK UK Total Total 31 Class Industrial Office Retail 30 June December 2014 2013 £ £ £ £ £ Market value as at 48,175,000 79,945,000 48,295,000 176,415,000 161,600,000 1 January Purchase of 3,817,040 15,794,608 - 19,611,648 23,840,453 investment property Capital 2,389 2,316,945 (112,511) 2,206,823 326,840 expenditure on investment properties Carrying value of (14,550,000) - (14,050,000) (28,600,000) (15,150,000) disposed investment properties Valuation gain 1,310,371 6,508,869 1,356,860 9,176,100 5,795,851 from investment properties Movement in lease (24,800) 24,578 (14,349) (14,571) 1,856 incentives receivable Closing market 38,730,000 104,590,000 35,475,000 178,795,000 176,415,000 value Adjustment for (1,344,492) (3,535,038) lease incentives* Adjustment for 6,594 6,594 finance lease obligations Closing carrying 177,457,102 172,886,556 value *Lease incentives are split between non-current of £1,102,407 and current of £242,085. Valuation gains and losses from investment properties are recognised in profit and loss for the period and are attributable to changes unrealised gains or losses relating to investment property (completed and under construction) held at the end of the reporting period. 30 June 31 Dec 30 June 31 Dec 2014 2013 2014 2013 Number of properties Number of £ £ properties Freehold 22 25 127,705,000 141,970,000 Leasehold 9 8 51,090,000 34,445,000 Closing market value 31 33 178,795,000 176,415,000 The fair value of the Group's completed investment property, apart from the industrial estate in Swindon, is determined using the income capitalisation method. The income capitalisation method is based on capitalising the net income stream at an appropriate yield. In establishing the net income stream the valuer has reflected the current rent (the gross rent) payable to lease expiry, at which point the valuer has assumed that each unit will be re-let at their opinion of ERV. The valuer has made allowances for voids and rent free periods where appropriate, as well as deducting non recoverable costs where applicable. The appropriate yield is selected on the basis of the location of the building, its quality, tenant credit quality and lease terms amongst other factors. In the case of Swindon the alternative technique used by the valuer was the development appraisal approach as this is the technique most suited to valuing this asset. Although the development appraisal technique was used the property in Swindon is not considered to be a development property. The property has development potential in the future but it is still generating income for the Group therefore it continues to be categorized as an investment property and is therefore not shown separately as properties under construction and has been included as investment property in the table above. In the case of the development appraisal method, estimates of capital outlays and construction cost, development costs, and anticipated sales income are estimated to arrive at a series of net cash flows. Specific development risks such as planning, zoning, licences, and building permits are separately valued. Allowances for developers profit and finance costs during construction and marketing periods are also reflected. One property has changed valuation technique since 31 December 2013 when Bourne House in Staines was valued using the development appraisal approach. The change in valuation technique was due to the timing of the completion of the refurbishment project and the fact it was close to completion at 30 June 2014. The Company appoints a suitable valuer (such appointment is reviewed on a periodic basis) to undertake a valuation of all the direct real estate investments on a quarterly basis. The valuation is undertaken in accordance with the then current RICS guidelines and requirements as mentioned above. The Investment Manager meets with the valuer on a quarterly basis to ensure the valuer is aware of all relevant information for the valuation and any change in the investment over the quarter. The Investment Manager then reviews and discusses the draft valuations with the valuer to ensure correct factual assumptions are made. The Valuer reports a final valuation that is then reported to the Board. The management group that determines the Company's valuation policies and procedures for property valuations is the Property Valuation Committee. The Committee reviews the quarterly property valuation report produced by the Valuer (or such other person as may from time to time provide such property valuation services to the Company) before its submission to the Board, focussing in particular on: - significant adjustments from the previous property valuation report - reviewing the individual valuations of each property - compliance with applicable standards and guidelines including those issued by RICS and the UKLA Listing Rules - reviewing the findings and any recommendations or statements made by the Valuer - considering any further matters relating to the valuation of the properties The Chairman of the Committee makes a brief report of the findings and recommendations of the Committee to the Board after each Committee meeting. The minutes of the Committee meetings are circulated to the Board. The Chairman submits an annual report to the Board summarising the Committee's activities during the year and the related significant results and findings. All investment property is classified as Level 3 in the fair value hierarchy. There were no movements between levels during the period. There are currently no restrictions on the realisability of investment property or the remittance of income and proceeds of disposal. The table below outlines the valuation techniques used to derive Level 3 fair values for each class of investment property: - The fair value measurements at the end of the reporting period. - The level of the fair value hierarchy (e.g. Level 3) within which the fair value measurements are categorised in their entirety. - A description of the valuation techniques applied. - Fair value measurements, quantitative information about the significant unobservable inputs used in the fair value measurement. - The inputs used in the fair value measurement, including the ranges of rent charged to different units within the same building. Country & Fair value Valuation Key Unobservable input Range (weighted Class technique average) £ UK Industrial 38,251,429 - Income - Initial Yield - 0% to 10.42% (6.81%) Level 3 Capitalisation - Reversionary Yield - 0% to 10.42% (7.12%) - Equivalent Yield - 4.70% to 9.34% (7.48%) - Estimated rental value per Sq.m - £37.59 to £191.06 (£76.11) - Development - Construction costs per Sq.m - £1,291.68 Appraisal (exclude fees) (Swindon property - Profit on cost % - 30% only) UK Office 104,082,009 - Income - Initial Yield - 0% to 13.48% (7.17%) Level 3 Capitalisation - Reversionary Yield - 5.54% to 14.54% (7.36%) - Equivalent Yield - 5.48% to 10.79% (7.14%) - Estimated rental value per Sq.m - £80.55 to £418.87 (£175.64) - UK Retail 35,123,664 - Income - Initial Yield - 6.05% to 7.61% (7.06%) Level 3 Capitalisation - Reversionary - 6.38% to 7.61% (6.99%) Yield - Equivalent - 6.55% to 7.58% (7.12%) Yield - Estimated - £76.56 to £135.51 (£114.61) rental value per Sq.m 177,457,102 Descriptions and definitions The table above includes the following descriptions and definitions relating to valuation techniques and key unobservable inputs made in determining the fair values: Estimated rental value (ERV) The rent at which space could be let in the market conditions prevailing at the date of valuation. Equivalent yield The equivalent yield is defined as the internal rate of return of the cash flow from the property, assuming a rise to ERV at the next review, but with no further rental growth. Initial yield Initial yield is the annualised rents of a property expressed as a percentage of the property value. Reversionary yield Reversionary yield is the anticipated yield to which the initial yield will rise (or fall) once the rent reaches the ERV. The table below shows the ERV per annum, area per square foot, average ERV per square foot, initial yield and reversionary yield as at the Balance Sheet date. 30 Jun 2014 31 Dec 2013 £ £ ERV p.a. 13,954,522 15,202,884 Area sq. ft. 1,449,391 1,734,445 Average ERV per sq. ft. £9.63 £8.77 Initial Yield 7.50% 7.67% Reversionary Yield 5.33% 6.59% The table below presents the sensitivity of the valuation to changes in the most significant assumptions underlying the valuation of completed investment property. 30 Jun 2014 31 Dec 2013 £ £ Increase in equivalent yield of 25 (6,460,000) (6,200,000) bps Decrease in rental rates of 5% (ERV) (6,780,000) (6,700,000) Below is a list of how the interrelationships in the sensitivity analysis above can be explained. In both cases outlined in the sensitivity table the estimated Fair Value would increase (decrease) if: - The ERV is higher (lower) - Void periods were shorter (longer) - The occupancy rate was higher (lower) - Rent free periods were shorter (longer) - The capitalisation rates were lower (higher) 6 INVSTMENT IN OTHER ENTITIES The Group, through its subsidiary, owns 100 per cent of the issued ordinary share capital of Huris (Farnborough) Limited, a company incorporated in the Cayman Islands whose principal business is property investment. 7 DIVIDENDS 30 Jun 2014 30 Jun 2013 £ £ 1.133p per ordinary share paid in 1,756,085 1,599,022 Februaryrelating to the quarter ending 31 December 2013 (30 June 2013: 1.133p) 1.161p per ordinary share paid in May 1,865,834 1,665,870 relating to the quarter ending 31 March 2014 (30 June 2013: 1.133p) 3,621,919 3,264,892 On 22 August 2014 a dividend of £1,865,834, 1.161p per ordinary share (30 June 2013: £1,728,043, 1.133p per ordinary share) in respect of the quarter to 30 June 2014 was paid. 8 RECONCILIATION OF CONSOLIDATED NET ASSET VALUE TO PUBLISHED NET ASSET VALUE The net asset value attributable to ordinary shares is published quarterly and is based on the most recent valuation of the investment properties and calculated on a basis which adjusts the underlying reported IFRS numbers. The adjustment made is to include a provision for payment of a dividend in respect of the quarter then ended. 30 Jun 2014 31 Dec 2013 Number of Number of Shares Shares Number of ordinary shares at the 160,709,237 154,994,237 reporting date 30 Jun 2014 31 Dec 2013 £ £ Total equity per consolidated 113,431,385 101,591,795 financial statements Net asset value per share 70.6p 65.5p Adjustments: Adjustment for dividend in respect (1,865,834) (1,756,085) of the quarter ending on the reporting date Published adjusted net asset value 111,565,551 99,835,710 Published adjusted net asset value 69.4p 64.4p per share The EPRA publishes guidelines for calculating adjusted NAV. EPRA NAV represents the fair value of an entity's equity on a long-term basis. Items that EPRA considers will have no impact on the long term, such as fair value of derivatives, are therefore excluded. 30 Jun 2014 31 Dec 2013 £ £ Total equity per consolidated 113,431,385 101,591,795 financial statements Adjustments: Less: fair value of 172,934 30,997 derivatives Published adjusted EPRA net asset value 113,604,319 101,622,792 Published adjusted EPRA net asset value 70.7p 65.6p per share Adjustments: Adjustment for dividend in (1,865,834) (1,756,085) respect of the quarter ending on the reporting date Published adjusted EPRA net asset 111,738,485 99,866,707 value Published adjusted EPRA net asset 69.5p 64.4p value per share 9 CASH GENERATED FROM OPERATING ACTIVITIES 1 Jan 14 to 1 Jan 13 to 30 Jun 14 30 Jun 13 £ £ Profit for the period 11,570,506 406,162 Movement in lease incentives (67,274) (11,898) Movement in trade and other (141,935) (670,077) receivables Movement in trade and other payables 1,533,160 (425,799) Finance costs 1,636,315 2,685,413 Finance income (25,420) (30,118) Valuation (gain) / loss from (9,176,100) 2,016,259 investment properties Loss / (profit) on disposal of 2,032,950 (7,232) investment properties Cash generated from operations 7,362,202 3,962,710 In the Consolidated Cash Flow Statement, proceeds from disposal of investment properties comprise: 1 Jan 14 to 1 Jan 13 to 30 Jun 14 30 Jun 13 £ £ Carrying value of disposed investment 28,600,000 900,000 properties (Note 5) (Loss) / profit on disposal of (2,032,950) 7,232 investment properties Proceeds from disposal of investment 26,567,050 907,232 properties 10 SEGMENTAL INFORMATION The board has considered the requirements of IFRS 8 `operating segments'. The board is of the view that the Group is engaged in a single segment of business, being property investment and in one geographical area, the United Kingdom. 11 EVENTS AFTER THE BALANCE SHEET DATE Property Sales and Purchases On 11 August 2014 the Group completed the purchase of Tetron 93 and Tetron 141, two industrial investments in Swadlincote for £14.35m excluding costs. On 11 August 2014 the Group completed the purchase of Denby 242, an industrial investment in Derby for £12.9m excluding costs. Shares and Dividends On 22 August 2014 a dividend of £1,865,834 in respect of the quarter to 30 June 2014 was paid. On 30 July 2014 the Group allotted 50m ordinary shares of 1p each, which rank parri passu with the existing shares in issue, at a price of 72.9p per share. End of Notes to the Unaudited Consolidated Financial Statements for the period ended 30 June 2014 Directors and Company Information Directors Richard Arthur Barfield (Chairman) 1 Huw Griffith Evans 2 Sally-Ann Farnon 3 Shelagh Yvonne Mason 4 Robert Peto 5 Registered Office Trafalgar Court Les Banques St. Peter Port Guernsey GY1 3QL Registered Number 41352 Administrator & Secretary Northern Trust International Fund Administration Services (Guernsey) Limited Trafalgar Court PO Box 255 Les Banques St. Peter Port Guernsey GY1 3QL Registrar Computershare Investor Services (Guernsey) Limited Le Truchot St. Peter Port Guernsey GY1 1WD Investment Manager Standard Life Investments (Corporate Funds) Limited 1 George Street Edinburgh EH2 2LL Telephone: 0845 60 60 062 Independent Auditors Ernst & Young LLP Royal Chambers St Julian's Avenue St Peter Port Guernsey GY1 4AF Solicitors Dickson Minto W.S. Mourant Ozannes 16 Charlotte Square 1 Le Marchant Street Edinburgh EH2 4DF St Peter Port Guernsey GY1 4HP Broker Winterflood Securities Limited The Atrium Building Cannon Bridge 25 Dowgate Hill London EC4R 2GA Principal Bankers The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR Property Valuers Jones Lang LaSalle Limited 22 Hanover Square London W1A 2BN Depositary Citibank International plc Canada Square London E14 5LB 1 Chairman of the Nomination Committee 2 Chairman of the Remuneration Committee 3 Chairman of the Audit Committee and designated as Senior Independent Director 4 Chairman of the Management Engagement Committee 5 Chairman of the Property Valuation Committee Additional Notes to the Interim Financial Report The Interim Report and Condensed Financial Statements for the period from 1 January 2014 to 30 June 2014 will shortly be available for download from the Company's website hosted by the Investment Manager ( www.standardlifeinvestments.co.uk/its). Please note that past performance is not necessarily a guide to the future and that the value of investments and the income from them may fall as well as rise. Investors may not get back the amount they originally invested. All enquiries to: The Company Secretary Northern Trust International Fund Administration Services (Guernsey) Limited Trafalgar Court Les Banques St Peter Port Guernsey GY1 3QL Tel: 01481 745001 Fax: 01481 745051 Gordon Humphries Standard Life Investments Limited Tel: 0131 245 2735 Jason Baggaley Standard Life Investments Limited Tel: 0131 245 2833
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