26 February 2020
AEW UK Long Lease REIT plc
( the " Company" or the "Group")
Interim Report and Financial Statements for the six months ended 31 December 2019
The Board of Directors of AEW UK Long Lease REIT plc (ticker: AEWL), the owner of a diversified portfolio of 19 regional UK commercial property assets let on long leases, is pleased to announce that the Company has publish its interim report and financial statements for the six months from 1 July 2019 to 31 December 2019.
FINANCIAL HIGHLIGHTS
PROPERTY HIGHLIGHTS
* See glossary on pages 34 to 35 of the Interim Report for definitions and abbreviations and below for Key Performance Indicators and their definitions.
**See note 7 and EPRA Unaudited Performance Measure Calculations below.
Steve Smith, Chairman of AEW UK Long Lease REIT plc, commented:
"The Board welcomes the recent improvement of sentiment in both the economy and the property sector and continues to focus on both generating a progressive cash covered dividend and increasing the capitalisation of the Company.
The Company's recent announcement on service provider changes are expected to maintain previous service levels, whilst achieving a saving in the region of half of the Company's historic level of recurring annual overhead cost. Accordingly, the Company should be well-placed to deliver our shareholders an attractive, fully cash covered dividend which should underpin the Company's returns to our shareholders over the short and longer term, together with the potential for income growth."
ENQUIRIES
AEW UK Long Lease REIT plc |
|
Steve Smith - Chairman |
via Maitland/AMO below |
|
|
Maitland/AMO (Communications Adviser) |
|
James Benjamin |
james.benjamin@maitland.co.uk +44(0) 20 7379 5151 |
|
|
Cenkos |
|
Will Rogers |
+44(0) 20 7397 1920 |
Rob Naylor |
+44(0) 20 7397 1922 |
The Company's LEI is 213800MPBIJS12Q88F71.
Further information on the Group is available at: www.aewukllreit.com
About the Group
AEW UK Long Lease REIT plc aims to generate a sustainable, secure and attractive income return for shareholders, whilst maintaining capital values in real terms, from a diversified portfolio of UK property investments, predominately in alternative and specialist sectors. The majority of the assets in the Group's portfolio are let on long leases which contain inflation-linked rent review provisions, which help to underpin income distributions to shareholders with the potential for income and capital growth.
Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website or any other website, is incorporated into, or forms part of, this announcement nor, unless previously published on a Regulatory Information Service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.
CHAIRMAN'S STATEMENT
Overview &Outlook
I am pleased to present the unaudited interim consolidated results for the Group for the six months ended 31 December 2019.
It is nearly 33 months since the Company's IPO and, by this time last year, the Group had finally invested both the IPO proceeds and the two tranches of term debt borrowed from Canada Life. The near full deployment of the Group's funds into a diversified UK portfolio of long let, index linked properties in the alternative and specialist sectors will generate rents of circa £6.7 million per annum once Meridian Steel's rent free period expires in June 2020.
The Company attempted a second equity raise in early 2018 but encountered an adverse market and was unable to attract new capital. Market conditions and political uncertainty throughout 2019 were also unsupportive of issuing new equity. Without an expansion of the capital base which would have achieved economies of scale, the Board has concentrated on reducing the Group's expenditure to achieve a level of net income to cover its dividend with cash earnings.
In April 2019, the Board gave notice to the Investment Manager and AIFM under its Investment Management Agreement and in December 2019 also gave notice to both the Administrator and Company Secretary. The appointment of replacement service providers, and a modest rearrangement of their responsibilities, was announced on 25 February 2020. The details are set out under the heading Revised Arrangements below.
The Board welcomes the recent improvement of sentiment in both the economy and the property sector and continues to focus on both generating a progressive cash covered dividend and increasing the capitalisation of the Company.
Financial Results
|
1 July 2019 to |
1 July 2018 to |
1 July 2018 to |
|
31 December |
31 December |
30 June |
|
2019 |
2018 |
2019 |
|
(unaudited) |
(unaudited) |
(audited) |
|
|
|
|
Operating profit before fair value changes (£'000) |
3,027 |
2,670 |
5,581 |
Operating profit (£'000) |
2,782 |
4,650 |
5,407 |
Profit after tax (£'000) |
2,067 |
4,148 |
4,233 |
Profit per share (basic and diluted) (pence) |
2.57 |
5.15 |
5.26 |
EPRA earnings per share (basic and diluted) (pence) |
2.87 |
2.69 |
5.47 |
NAV per share (pence) |
94.63 |
97.46 |
94.81 |
EPRA NAV per share (pence) |
94.63 |
97.46 |
94.81 |
|
|
|
|
The Group incurred (annualised) charges of 1.6% for the period (31 December 2018: 1.5%, 30 June 2019: 1.7%), which is a measure of the Group's annualised operating costs for the period as a percentage of Net Asset Value. The EPRA cost ratio (see EPRA Unaudited Performance Measures below) was 16.3% (31 December 2018: 19.4%, 30 June 2019: 19.2%).
The overhead savings achieved from the actions set out below under Revised Arrangements should cause significant improvement in both of these measures.
Dividends & Earnings
The Company has paid a 1.375 pence per share dividend in respect of each quarter since the start of its financial year ended 30 June 2019. As shown in Note 7 below, whilst the aggregate dividends of 2.75 pence per share declared in respect of the six months ended 31 December 2019 were covered by EPRA earnings of 2.87 pence per share, the Group's adjusted earnings (representing cash) were 2.22 pence per share, a shortfall compared with the corresponding dividends of 0.53 pence per share.
Revised Arrangements
As announced on 25 February 2020, the following actions have been taken:
· Mason Owen & Partners Limited has been appointed as Investment Adviser with prime responsibility for the Group's property portfolio and will also replace Workman as Property Manager with effect from 1 March 2020. King Capital Consulting has been appointed by the Group as its consultant portfolio manager.
· Langham Hall Fund Management LLP will act as the Company's AIFM and Langham Hall UK Depositary LLP will continue to act as the Group's Depositary.
· Hanway Advisory Limited will become Company Secretary with effect from 5 March 2020.
· Westlake Clark will assume the role of the Company's Administrator.
· AEW UK's tenure as Investment Manager to the Company will cease on 9 April 2020.
Change of name
In the light of the imminent termination of AEW UK's appointment as Investment Manager, it is our intention to change the name of the Company; this should take effect in the near future and an announcement will be made as soon as the name change has been completed.
I thank those service providers who will soon cease their roles for their services and attention to the Group's affairs and also welcome their replacements. As I noted in the recent announcement, these changes are expected to maintain previous service levels, whilst achieving a saving in the region of half of the Company's historic level of recurring annual overhead cost. Accordingly, the Company should be well-placed to deliver our shareholders an attractive, fully cash covered dividend which should underpin the Company's returns to our shareholders over the short and longer term, together with the potential for income growth.
I would also like to thank my fellow Directors for their input and to thank our shareholders for their continued support.
Steve Smith
Chairman
25 February 2020
UMAUDITED KEY PERFORMANCE INDICATORS ("KPIs")
KPI AND DEFINITION |
|
RELEVANCE TO STRATEGY |
|
PERFORMANCE |
1. NIY Annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, dividend by the market value of the property, increased with purchasers' cost estimated by the Group's external valuers |
|
The NIY is an indicator of the ability of the Company to meet its target dividend after adjusting for the impacts of leverage and deducting operating costs. |
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5.04% at 31 December 2019 (30 June 2019: 4.99%). |
|
|
|
|
|
2. WAULT to break and expiry The average lease term remaining to expiry across the portfolio, weighted by contracted rent. |
|
The WAULT is a key measure of the quality of our portfolio. Long leases underpin the security of our future income. |
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20.0 years to break and 22.1 years to expiry at 31 December 2019 (30 June 2019: 20.5 years to break and 22.6 years to expiry). |
|
|
|
|
|
3. NAV NAV is the value of an entity's assets minus the value of its liabilities. |
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Provides stakeholders with the most relevant information on the fair value of the assets and liabilities of the Group. |
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£76.17 million/ 94.63 pence per share ("pps") at 31 December 2019 (30 June 2019: £76.32 million). |
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|
|
|
|
4. Dividend Dividends declared in relation to the period are in line with the stated dividend target as set out in the Prospectus. The Company targets a dividend of 5.50 pence per Ordinary Share per annum once fully invested and leveraged. |
|
The Company seeks to deliver a sustainable income stream from its portfolio, which it distributes as dividends. |
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2.75 pps for the six months to 31 December 2019 (six months to 31 December 2018:2.75 pence per share). |
|
|
|
|
|
5. Adjusted EPS Adjusted EPS from core operational activities, as adjusted for non-cash items. 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 cash earnings. See Note 7 to the Consolidated Financial Statements. |
|
This reflects the Company's ability to generate cash earnings from the portfolio which underpins dividends. |
|
2.22pps For the six months to 31 December 2019 (six months to 31 December 2018: 2.36 pps) |
|
|
|
|
|
6. Leverage (Loan-to-GAV) The proportion of the Group's property that is funded by borrowings. |
|
The Group utilises borrowings to enhance returns over the medium term. Borrowings should not exceed 40% of GAV (measured at drawdown). |
|
34.5% at 31 December 2019 (30 June 2019: 34.3%) |
EPRA UNAUDITED PERFORMANCE MEASURES
Detailed below is a summary table showing the EPRA performance measures of the Group
MEASURE AND DEFINITION |
PURPOSE |
PERFORMANCE |
EPRA NIY Annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, dividend 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 for themselves, how the valuation of two portfolios compare. |
5.04% EPRA NIY as at 31 December 2019 (At 30 June 2019: 4.98%) |
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 two portfolios compare. |
6.30% EPRA 'Topped-Up' NIY as at 31 December 2019 (At 30 June 2019:6.29%) |
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 real estate investment company with a long-term investment strategy. |
£76.17 million/94.63 pence per share EPRA NAV as at 31 December 2019 (At 30 June 2019: £76.32 million/ 94.81 pence per share) |
EPRA Earnings/EPS 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. |
£2.31 million/2.87 pence per share EPRA earnings for the six month period ended 31 December 2019 (Period six months to 31 December 2018: £2.17 million/2.69 pence per share) |
EPRA Vacancy Estimated Market Rental Value ('ERV') of vacant space divided by ERV of the whole portfolio. |
A "pure" percentage measure of investment property space that is vacant, based on ERV. |
0.00% EPRA vacancy as at 31 December 2019 (At 30 June 2019: 0.00%) |
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. |
16.3% EPRA Cost Ratio as at 31 December 2019 (30 June 2019: 19.2%) |
EPRA NNNAV is equal to EPRA NAV as there are no adjusting items. As such, this measure has not been presented.
Calculations of the above EPRA measures are presented under EPRA Unaudited Performance Measures Calculations below.
INVESTMENT MANAGER'S REPORT
Market Outlook
UK Economic Outlook
In the second half of 2019, inflation slowed to 1.4% per annum despite medium term forecasts predicting that it is expected to track in line with the Bank of England ("BoE") inflation target rate for the next couple of years. This should enable the Group to grow its rental income stream as 92% of its passing rent as at 31 December 2019 was inflation-linked, the majority of which being to RPI.
Economic growth in the UK is expected to accelerate during the course of the year from 1.5% seen in 2019 to 1.6% in 2020 and we have already begun to see signs of this improvement in sentiment across the real estate market. UK GDP growth is still forecast to rebound to just under 2% in 2022, seeming to imply a successful and orderly EU exit transition and negotiation of a trade deal with the EU being forthcoming. A failure on behalf of parliament to achieve this could therefore still have unappealing consequences for UK consumers and business alike.
The UK labour market remains strong in this uncertain trade environment with unemployment remaining at a more than 40-year low of 3.8% in November 2019. The tightening labour market has triggered annual pay growth and provides room for some real pay improvement as inflation slowed to below 1.5%. Despite real wage growth, consumer spending has been relatively subdued. In the third quarter of 2019, household spending was up 0.3% compared to the second quarter. Compared to third quarter of 2018, it was up 1.1%.
UK Real Estate Outlook
The UK property market continues to deliver healthy spreads over 10-year government bond yields, both in absolute terms and relative to other markets. Amid the global economic slowdown for the past 12 months, central banks have kept interest rates low and are now expected to do so for at least the short term and as a result, we expect to see yield stability for property sectors as well.
The long income property sector continues to benefit from strong competition amongst investors looking to buy long, inflation-linked income and gain exposure to assets that either create a bond proxy income stream or are akin to social infrastructure.
Financial Results
Net rental income earned from the portfolio for the six months ended 31 December 2019 was £3.63 million (1 July 2018 to 31 December 2018: £3.33 million; 1 July 2018 to 30 June 2019: £6.91 million), contributing to an operating profit before fair value changes of £3.03 million (1 July 2018 to 31 December 2018: £2.67 million; 1 July 2018 to 30 June 2019: £5.58 million).
The portfolio has seen a fall of £0.24 million in fair value of investment property over the period (1 July 2018 to 31 December 2018: gain of £1.98 million; 1 July 2018 to 30 June 2019: fall of £0.17 million).
Administrative expenses, which include the Investment Manager's fee and other costs attributable to the running of the Group, were £0.61 million for the period (1 July 2018 to 31 December 2018: £0.66 million; 1 July 2018 to 30 June 2019: £1.33 million).
The Group incurred finance costs of £0.72 million during the period (1 July 2018 to 31 December 2018: £0.50 million; 1 July 2018 to 30 June 2019: £1.17 million).
The total profit before tax for the period of £2.07 million (1 July 2018 to 31 December 2018: profit before tax of £4.15 million; 1 July 2018 to 30 June 2019: profit before tax of £4.23 million) equates to a basic earnings per share of 2.57 pence per share (1 July 2018 to 31 December 2018: 5.15 pence per share; 1 July 2018 to 30 June 2019: 5.26 pence per share).
The Group's NAV as at 31 December 2019 was £76.17 million or 94.627 pence per share (1 July 2018 to 31 December 2018: £78.46 million or 97.46 pence per share; 1 July 2018 to 30 June 2019: £76.32 million or 94.81 pence per share). This is a decrease of 0.183 pence per share or 0.19% over the six months, with the underlying movement in NAV set out in the table below:
|
Pence per |
|
|
share |
£ million |
|
|
|
NAV as at 1 July 2019 |
94.810 |
76.32 |
|
|
|
Portfolio acquisition costs |
(0.027) |
(0.02) |
Change in fair value of investment property |
(0.277) |
(0.22) |
Income earned for the period |
4.514 |
3.63 |
Expenses for the period |
(0.755) |
(0.61) |
Net finance costs for the period |
(0.888) |
(0.72) |
Dividends paid during the period |
(2.750) |
(2.22) |
|
|
|
NAV at 31 December 2019 |
94.627 |
76.17 |
EPRA earnings per share for the six-month period were 2.871 pence per share which, based on dividends declared of 2.750 pence per share, reflects dividend cover of 104.4%.
Dividend
On 8 August 2019, the Company declared an interim dividend of 1.375 pence per share, in respect of the period from 1 April 2019 to 30 June 2019. This was paid on 30 August 2019 to shareholders on the register as at 16 August 2019.
On 4 November 2019, the Company declared an interim dividend of 1.375 pence per share, in respect of the period from 1 July 2019 to 30 September 2019. This was paid on 29 November 2019 to shareholders on the register as at 15 November 2019.
On 6 February 2020, the Company declared an interim dividend of 1.375 pence per share, in respect of the period from 1 October 2019 to 31 December 2019. This interim dividend will be paid on 28 February 2020, to shareholders on the register on 13 February 2020.
In total, the Company has declared an aggregate dividend of 2.75 pence per share for the six month financial period to 31 December 2019, in line with dividend target stated in the Prospectus.
Financing
As at 31 December 2019, the Group had fully utilised its £41 million loan facility with Canada Life Investments (30 June 2019: fully utilised). This term facility, which expires in October 2025, allows up to 35% loan to property value, provided on a portfolio basis.
The weighted average interest cost of the Group's £41 million facility is 3.19% and the loan is repayable on the 20 October 2025.
PROPERTY PORTFOLIO AS AT 31 DECEMBER 2019
Summary by Sector
|
|
|
|
Gross |
|
|
|
|
|
|
Passing |
|
|
|
|
|
WAULT |
Rental |
|
|
|
Number of |
Valuation |
To break |
Income |
ERV |
|
Sector |
Properties |
(£m) |
(years) |
(£m) |
(£m) |
% |
|
|
|
|
|
|
|
Hotel |
3 |
23.85 |
16.4 |
1.44 |
1.43 |
21.1 |
Industrial |
4 |
22.60 |
25.6 |
1.48 |
1.44 |
20.0 |
Care home |
3 |
18.13 |
28.9 |
1.08 |
1.06 |
16.1 |
Car showroom |
2 |
14.80 |
12.2 |
0.90 |
0.90 |
13.1 |
Student housing |
1 |
12.15 |
21.6 |
0.65 |
0.65 |
10.8 |
Leisure |
3 |
9.70 |
13.2 |
0.57 |
0.58 |
8.6 |
Power station |
1 |
5.25 |
12.2 |
0.30 |
0.30 |
4.6 |
Petrol filing station |
1 |
4.45 |
13.5 |
0.23 |
0.21 |
3.9 |
Nursery |
1 |
2.06 |
24.1 |
0.13 |
0.13 |
1.8 |
|
|
|
|
|
|
|
Total/average |
19 |
112.99 |
20.0 |
6.78 |
6.70 |
100.0 |
|
|
|
|
|
|
|
Summary by Geographical Area
|
|
|
|
Gross |
|
|
|
|
|
|
Passing |
|
|
|
|
|
WAULT |
Rental |
|
|
|
Number of |
Valuation |
To break |
Income |
ERV |
|
Geographical Area |
Properties |
(£m) |
(years) |
(£m) |
(£m) |
% |
|
|
|
|
|
|
|
West Midlands |
3 |
23.10 |
16.8 |
1.42 |
1.39 |
20.4 |
North West |
2 |
21.50 |
37.1 |
1.21 |
1.17 |
19.0 |
South East |
4 |
19.46 |
13.1 |
1.08 |
1.06 |
17.2 |
South West |
2 |
12.95 |
25.2 |
0.78 |
0.81 |
11.5 |
Yorkshire and Humberside |
3 |
12.33 |
13.9 |
0.80 |
0.80 |
10.9 |
Scotland |
1 |
8.70 |
16.7 |
0.62 |
0.59 |
7.7 |
London |
2 |
6.70 |
9.8 |
0.37 |
0.39 |
5.9 |
Eastern |
1 |
5.25 |
12.2 |
0.30 |
0.30 |
4.7 |
North East |
1 |
3.00 |
19.4 |
0.20 |
0.19 |
2.7 |
|
|
|
|
|
|
|
Total |
19 |
112.99 |
20.0 |
6.78 |
6.70 |
100.00 |
The tables below illustrate the weighting of the Group's contracted rental income, based on the type of rent review associated with each lease.
Income Allocation by Type
RPI |
71% |
Open Market Value Reviews |
8% |
CPI |
21% |
Income by Credit Risk
b- |
6% |
bb |
22% |
bbb- |
22% |
bbb |
41% |
bbb+ |
9% |
Assessed by Coface as at 30 June 2019. Expressed in terms of Standard and Poor's credit rating. Please see www.standardandpoors.com for more information.
Top Ten Tenants
|
|
|
% of |
|
|
Annual |
Portfolio |
|
|
Passing |
Total |
|
|
Rental |
Passing |
|
|
Income |
Rental |
Tenant |
Property |
(£'000) |
Income |
|
|
|
|
Prime Life Limited |
Lyndon Croft Care Centre, Solihull and Westerlands Care Village, Brough |
667 |
9.8 |
Meridian Metal Trading Limited |
Grazebrook Industrial Estate, Dudley and Provincial Park, Sheffield |
659 |
9.7 |
Mears Group Plc |
Bramall Court, Salford |
649 |
9.6 |
Juniper Hotels Limited |
Mercure City Hotel, Glasgow |
623 |
9.2 |
Motorpoint Limited |
Motorpoint, Birmingham |
500 |
7.4 |
Premier Inn Hotels Limited |
Premier Inn, Camberley |
449 |
6.6 |
Handsale Limited |
Silver Trees, Bristol |
408 |
6.0 |
Volkswagen Group UK Limited |
Audi, Huddersfield |
396 |
6.0 |
Travelodge Hotel Limited |
Travelodge, Swindon |
350 |
5.8 |
Hoddesdon Energy Limited |
Hoddesdon Energy, Hoddesdon |
300 |
4.4 |
The Group's top ten tenants, listed above, represent 73.7% of the total passing rental income of the portfolio.
AEW UK Investments Management LLP
25 February 2020
INTERIM MANAGEMENT REPORT AND 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 30 June 2019 and continue to be as set out in that report on pages 26 to 31 and Note 19 to the Financial Statements on pages 84 to 87.
Risks faced by the Company include, but are not limited to: tenant default, portfolio concentration, property defects, rate of inflation, property market, property valuation, illiquid investments, breach of borrowing covenants, use of service providers, dependence on the Investment Manager, ability to meet objectives, Group REIT status and political/economic risks.
Responsibility Statement
We confirm that to the best of our knowledge:
• the consolidated 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:
(a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the consolidated condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, 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 Company during that period; and any changes in the related party transactions described in the last Annual Report that could do so.
A list of the Directors is maintained on the Company's website at www.aewukllreit.com.
Steve Smith
Chairman
25 February 2020
FINANCIAL STATEMENTS
Consolidated Condensed Statement of Comprehensive Income
for the six months ended 31 December 2019
|
Notes |
Six months from 1 July 2019 to 31 December 2019 (unaudited) £'000 |
Six months from 1 July 2018 to 31 December 2018 (unaudited) £'000 |
Year ended 30 June 2019* (audited) £'000 |
Income |
|
|
|
|
Rental and other income |
3 |
3,634 |
3,330 |
6,907 |
Property operating expenses |
4 |
(68) |
(75) |
(162) |
Net rental and other income |
|
3,566 |
3,255 |
6,745 |
|
|
|
|
|
Other operating expenses |
4 |
(539) |
(585) |
(1,164) |
Operating profit before fair value changes |
|
3,027 |
2,670 |
5,581 |
|
|
|
|
|
Change in fair value of investment properties |
9 |
(245) |
1,980 |
(174) |
Operating profit |
|
2,782 |
4,650 |
5,407 |
|
|
|
|
|
Finance expense |
5 |
(715) |
(502) |
(1,174) |
Profit before tax |
|
2,067 |
4,148 |
4,233 |
|
|
|
|
|
Taxation |
6 |
- |
- |
- |
Profit after tax |
|
2,067 |
4,148 |
4,233 |
|
|
|
|
|
Total comprehensive income for the period |
|
2,067 |
4,148 |
4,233 |
|
|
|
|
|
Earnings per share (pence per share) (basic and diluted) |
7 |
2.57 |
5.15 |
5.26 |
The notes below form an integral part of these consolidated condensed financial statements.
*Although not required by IAS 34, the comparative figures for the preceding full reporting period and related notes have been included on a voluntary basis.
Consolidated Condensed Statement of Changes in Equity
for the six months ended 31 December 2019
For the six months from 1 July 2019 to 31 December 2019 (unaudited) |
Notes |
Share capital £'000 |
Share premium account £'000 |
Capital reserve and retained earnings £'000 |
Total capital and reserves attributable to owners of the Group £'000 |
|
|
|
|
|
|
Balance as at 1 July 2019 |
|
805 |
- |
75,516 |
76,321 |
Total comprehensive profit |
|
- |
- |
2,067 |
2,067 |
Dividends paid |
8 |
- |
- |
(2,214) |
(2,214) |
Balance as at 31 December 2019 |
|
805 |
- |
75,369 |
76,174 |
|
|
|
|
|
|
For the six months from 1 July 2018 to 31 December 2018 (unaudited) |
|
Share capital £'000 |
Share premium account £'000 |
Capital reserve and retained earnings £'000 |
Total capital and reserves attributable to owners of the Group £'000 |
|
|
|
|
|
|
Balance as at 1 July 2018 |
|
805 |
- |
75,617 |
76,422 |
Total comprehensive profit |
|
- |
- |
4,148 |
4,148 |
Dividends paid |
8 |
- |
- |
(2,113) |
(2,113) |
Balance as at 31 December 2018 |
|
805 |
- |
77,652 |
78,457 |
|
|
|
|
|
|
For the year ended 30 June 2019 (audited)* |
|
Share capital £'000 |
Share premium account £'000 |
Capital reserve and retained earnings £'000 |
Total capital and reserves attributable to owners of the Group £'000 |
|
|
|
|
|
|
Balance as at 1 July 2018 |
|
805 |
- |
75,617 |
76,422 |
Total comprehensive loss |
|
- |
- |
4,233 |
4,233 |
Share issue costs |
|
- |
- |
(7) |
(7) |
Dividends paid |
8 |
- |
- |
(4,327) |
(4,327) |
Balance as at 30 June 2019 |
|
805 |
- |
75,516 |
76,321 |
The notes below form an integral part of these consolidated condensed financial statements.
*Although not required by IAS 34, the comparative figures for the preceding full reporting period and related notes have been included on a
voluntary basis.
Consolidated Condensed Statement of Financial Position
as at 31 December 2019
|
Notes |
As at 31 December 2019 (unaudited) £'000 |
As at 31 December 2018 (unaudited)* £'000 |
As at 30 June 2019 (audited) £'000 |
Assets |
|
|
|
|
Non-Current Assets |
|
|
|
|
Investment property |
9 |
111,966 |
112,051 |
112,562 |
|
|
111,966 |
112,051 |
112,562 |
Current Assets |
|
|
|
|
Receivables and prepayments |
10 |
1,980 |
2,147 |
1,154 |
Cash and cash equivalents |
|
4,758 |
3,112 |
5,519 |
|
|
6,738 |
5,259 |
6,673 |
Total Assets |
|
118,704 |
117,310 |
119,235 |
|
|
|
|
|
Non-Current Liabilities |
|
|
|
|
Interest bearing loans and borrowings |
12 |
(40,349) |
(29,483) |
(40,314) |
Finance lease obligations |
13 |
(450) |
(480) |
(482) |
|
|
(40,799) |
(29,963) |
(40,796) |
|
|
|
|
|
Current Liabilities |
|
|
|
|
Payables and accrued expenses |
11 |
(1,683) |
(8,856) |
(2,083) |
Finance lease obligations |
13 |
(48) |
(34) |
(35) |
|
|
(1,731) |
(8,890) |
(2,118) |
|
|
|
|
|
Total Liabilities |
|
(42,530) |
(38,853) |
(42,914) |
|
|
|
|
|
Net Assets |
|
76,174 |
78,457 |
76,321 |
|
|
|
|
|
Equity |
|
|
|
|
Share capital |
16 |
805 |
805 |
805 |
Capital reserve and retained earnings |
|
75,369 |
77,652 |
75,516 |
Total capital and reserves attributable to equity holders of the Company |
|
76,174 |
78,457 |
76,321 |
|
|
|
|
|
Net Asset Value per share (pence per share) |
7 |
94.63 |
97.46 |
94.81 |
The notes below form an integral part of these consolidated condensed financial statements.
*Although not required by IAS 34, the comparative figures for the preceding full reporting period and the related notes have been included on a voluntary basis.
The financial statements were approved by the Board of Directors on 25 February 2020 and were signed on its behalf by:
Steve Smith
Chairman
AEW UK Long Lease REIT plc
Company number: 10727886
Consolidated Condensed Statement of Cash Flows
for the six months to 31 December 2019
|
Six months from 1 July 2019 to 31 December 2019 (unaudited) £'000 |
Six months from 1 July 2018 to 31 December 2018 (unaudited) £'000 |
Year ended 30 June 2019* (audited) £'000 |
Cash flows from operating activities |
|
|
|
Profit after tax |
2,067 |
4,148 |
4,233 |
|
|
|
|
Adjustment for non-cash items: |
|
|
|
Finance expenses |
715 |
502 |
1,174 |
(Gain)/loss from change in fair value of investment property |
245 |
(1,980) |
174 |
(Increase)/decrease in other receivables and prepayments |
(828) |
(1,030) |
280 |
(Decrease)/increase in other payables and accrued expenses |
(39) |
14 |
(482) |
Net cash flow generated from operating activities |
2,160 |
1,654 |
5,379 |
|
|
|
|
Cash flows from investing activities |
|
|
|
Expenditure on investment properties |
(27) |
(3,927) |
(13,276) |
Net cash used in investing activities |
(27) |
(3,927) |
(13,276) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Share issue costs |
- |
- |
(7) |
Loan draw down |
- |
- |
11,000 |
Release of restricted cash |
- |
1,362 |
1,362 |
Arrangement loan facility fee paid |
- |
- |
(210) |
Finance costs |
(673) |
(458) |
(1,012) |
Dividends paid |
(2,221) |
(2,113) |
(4,311) |
Net cash flow (used in)/generated from financing activities |
(2,894) |
(1,209) |
6,822 |
|
|
|
|
Net decrease in cash and cash equivalents |
(761) |
(3,482) |
(1,075) |
|
|
|
|
Cash and cash equivalents at start of the period |
5,519 |
6,594 |
6,594 |
Cash and cash equivalents at end of the period |
4,758 |
3,112 |
5,519 |
The notes below form an integral part of these consolidated condensed financial statements.
* Although not required by IAS 34, the comparative figures for the preceding full reporting period and related notes have been included on a voluntary basis.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
for the six months to 31 December 2019
1. Corporate information
The Company is a closed-ended Real Estate Investment Trust ("REIT") incorporated on 18 April 2017 and domiciled in the UK and registered in England and Wales. The registered office of the Company is located at 6th Floor, 65 Gresham Street, London, EC2V 7NQ.
The Company's Ordinary Shares were listed on the Official List of the Financial Conduct Authority ("FCA") and admitted to trading on the Main Market of the London Stock Exchange on 6 June 2017.
The comparative information for the year ended 30 June 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. The financial statements for the period ended 31 December 2019 have not been audited or reviewed by the Company's Auditors.
2. Accounting policies
2.1 Basis of preparation
These interim consolidated 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 Group's last financial statements for the year ended 30 June 2019. These consolidated 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 Group's financial position and performance since the last financial statements.
The comparative figures disclosed in the consolidated condensed unaudited financial statements and related notes have been presented for both the six-month period ended 31 December 2018 and year ended 30 June 2019.
Although not required by IAS 34, the comparative figures as at 31 December 2018 for the Consolidated Condensed Statement of Financial Position and for the year ended 30 June 2019 for the Consolidated Condensed Statement of Comprehensive Income, Consolidated Condensed Statement of Changes in Equity and Consolidated Condensed Statement of Cash Flows and related notes have been included on a voluntary basis.
These consolidated condensed unaudited financial statements have been prepared under the historical-cost convention, except for investment property that has been measured at fair value. The consolidated condensed unaudited financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (£'000), except when otherwise indicated.
Basis of consolidation
The consolidated condensed unaudited financial statements for the six months ended 31 December 2019 incorporate the financial statements of the Company and its subsidiaries (the 'Group'). Subsidiaries are entities controlled by the Company, being AEW UK Long Lease REIT 2017 Limited and AEW UK Long Lease REIT Holdco Limited. IFRS 10 outlines the requirements for the preparation of consolidated financial statements, requiring an entity to consolidate the results of all investees it is considered to control. Control exists where an entity is exposed to variable returns and has the ability to affect those returns through its power over the investee.
New standards, amendments and interpretations
There were a number of new standards and amendments to existing standards which are required for the Group's accounting periods beginning on or after 1 July 2019, which have been considered. The Group has applied the new standards and there has been no impact on the financial statements.
These being:
There are a number of new standards and amendments to existing standards which have been published and are mandatory for the Group's accounting periods beginning on or after 1 July 2020 or later. The following are the most relevant to the Group 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 July 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 Group 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 Group'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 Directors are of the opinion that the Group is engaged in one main operating segment, being investment property in the UK.
2.4 Going concern
The Directors have made an assessment of the Group's ability to continue as a going concern and are satisfied that the Group 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 Group's ability to continue as a going concern. Therefore, the consolidated condensed unaudited 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 consolidated condensed unaudited financial statements are consistent with those applied within the Group's Annual Report and Financial Statements for the year to 30 June 2019 except for the changes as detailed in note 2.1.
3. Rental income
|
Six months from 1 July 2019 to 31 December 2019 (unaudited) £'000 |
Six months from 1 July 2018 to 31 December 2018 (unaudited) £'000 |
Year ended 30 June 2019 (audited) £'000 |
Gross rental income |
3,056 |
3,024 |
6,321 |
|
|
|
|
Spreading of tenant rent free incentives |
292 |
32 |
39 |
Contracted fixed rental uplifts |
286 |
273 |
546 |
Other property income |
- |
1 |
1 |
|
|
|
|
Total rental and other income |
3,634 |
3,330 |
6,907 |
All rental and other income is derived from the United Kingdom.
4. Expenses
|
Six months from 1 July 2019 to 31 December 2019 (unaudited) £'000 |
Six months from 1 July 2018 to 31 December 2018 (unaudited) £'000 |
Year ended 30 June 2019 (audited) £'000 |
Property operating expenses |
68 |
75 |
162 |
|
|
|
|
Other operating expenses |
|
|
|
Investment management fee |
270 |
283 |
544 |
Auditor remuneration |
42 |
66 |
110 |
Operating costs |
189 |
198 |
431 |
Directors' remuneration |
38 |
38 |
79 |
Total other operating expenses |
539 |
585 |
1,164 |
Total operating expenses |
607 |
660 |
1,326 |
5. Finance expense
|
Six months from 1 July 2019 to 31 December 2019 (unaudited) £'000 |
Six months from 1 July 2018 to 31 December 2018 (unaudited) £'000 |
Year ended 30 June 2019 (audited) £'000 |
Interest payable on loan borrowings |
658 |
463 |
1,083 |
Amortisation of loan arrangement fee |
56 |
39 |
90 |
Other finance costs |
1 |
- |
1 |
Total |
715 |
502 |
1,174 |
6. Taxation
|
Six months from 1 July 2019 to 31 December 2019 (unaudited) £'000 |
Six months from 1 July 2018 to 31 December 2018 (unaudited) £'000 |
Year ended 30 June 2019 (audited) £'000 |
Tax charge comprises: |
|
|
|
|
|
|
|
Analysis of tax charge in the period |
|
|
|
Profit before tax |
2,067 |
4,148 |
4,233 |
|
|
|
|
Theoretical tax at UK corporation tax standard rate of 19.00% (31 December 2018:19.00%, 2019:19.00%) |
393 |
788 |
804 |
|
|
|
|
Adjusted for: |
|
|
|
Change in value of investment properties |
- |
- |
33 |
Exempt REIT net profit |
(393) |
(788) |
(837) |
Total |
- |
- |
- |
The Group obtained REIT status on 13 October 2017, at which point any gains or losses arising from property business have been extinguished. As such, no deferred tax asset or liability has been recognised in the six month period.
Due to the Group's status as a REIT and the intention to continue meeting the conditions required to retain approval as a REIT in the foreseeable future, the Group has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.
7. Earnings per share and NAV per share
|
Six months from 1 July 2019 to 31 December 2019 (unaudited) £'000 |
Six months from 1 July 2018 to 31 December 2018 (unaudited) £'000 |
Year ended 30 June 2019 (audited) £'000 |
Earnings per share |
|
|
|
Total comprehensive income (£'000) |
2,067 |
4,148 |
4,233 |
Weighted average number of shares |
80,500,000 |
80,500,000 |
80,500,000 |
Earnings per share (basic and diluted) (pence) |
2.57 |
5.15 |
5.26 |
EPS amounts are calculated by dividing the 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.
|
|
|
|
EPRA earnings per share: |
|
|
|
Total comprehensive income (£'000) |
2,067 |
4,148 |
4,233 |
Adjustment to total comprehensive income: |
|
|
|
Decrease/(increase) in fair value of investment properties (£'000) |
245 |
(1,980) |
174 |
Total EPRA earnings (£'000) |
2,312 |
2,168 |
4,407 |
EPRA earnings per share (basic and diluted) (pence) |
2.87 |
2.69 |
5.47 |
|
|
|
|
Adjusted earnings per share: |
|
|
|
EPRA earnings (basic and diluted) (£'000) |
2,312 |
2,168 |
4,407 |
|
|
|
|
Adjustments: |
|
|
|
Rental income recognised in respect of tenant incentives and guaranteed fixed rental uplifts (£'000) |
(578) |
(305) |
(585) |
Amortisation of loan arrangement fee (£'000) |
56 |
39 |
90 |
|
|
|
|
Adjusted earnings (basic and diluted) (£'000) |
1,790 |
1,902 |
3,912 |
|
|
|
|
Adjusted earnings per share (basic and diluted) (pence) |
2.22 |
2.36 |
4.86 |
|
|
|
|
Adjusted EPS is a measure used to assess the level of the Group's dividend payments. This metric adjusts EPRA earnings for non-cash items in arriving at an adjusted EPS as supported by cash flows.
|
|
|
|
NAV per share: |
|
|
|
Net assets (£'000) |
76,174 |
78,457 |
76,321 |
Ordinary shares in issue |
80,500,000 |
80,500,000 |
80,500,000 |
NAV per share (pence) |
94.63 |
97.46 |
94.81 |
EPRA NAV and EPRA NNNAV are equal to the NAV presented in the Consolidated Condensed Statement of Financial Position under IFRS and there are no adjusting items. As such, a reconciliation between these measures has not been presented.
8. Dividends paid
|
Six months from 1 July 2019 to 31 December 2019 (unaudited) £'000 |
Six months from 1 July 2018 to 31 December 2018 (unaudited) £'000 |
Period from 1 July 2018 to 30 June 2019 (audited) £'000 |
Fourth interim dividend declared in respect of the quarter ended 30 June 2018 at 1.25p per Ordinary Share |
- |
1,006 |
1,006 |
First interim dividend declared in respect of the quarter ended 30 September 2018 at 1.375p per Ordinary Share |
- |
1,107 |
1,107 |
Second interim dividend paid in respect of the quarter ended 31 December 2018 at 1.375p per Ordinary Share |
- |
- |
1,107 |
Third interim dividend declared in respect of the quarter ended 31 March 2019 at 1.375p per Ordinary Share |
- |
- |
1,107 |
Fourth interim dividend paid in respect of the quarter ended 30 June 2019 at 1.375p per Ordinary Share |
1,107 |
- |
- |
First interim dividend paid in respect of the quarter ended 30 September 2019 at 1.375p per Ordinary Share (quarter ended 30 September 2018 at 1.375p per Ordinary Share) |
1,107 |
- |
- |
Total dividends paid during the period |
2,214 |
2,113 |
4,327 |
9. Investments
9.1) Investment property
|
Six months from 1 July 2019 to 31 December 2019 (unaudited) |
|
Six months from 1 July 2018 to 31 December |
|
Year ended 30 June |
||||
|
Investment properties freehold £'000 |
|
Investment properties leasehold £'000 |
|
Total £'000 |
|
2018 (unaudited) Total £'000 |
|
2019 (audited) Total £'000 |
UK Investment property |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at beginning of year/period |
94,280 |
|
18,710 |
|
112,990 |
|
99,090 |
|
99,090 |
Purchases and capital expenditure in the period |
(333) |
|
- |
|
(333) |
|
10,855 |
|
13,489 |
Revaluation of investment property |
333 |
|
- |
|
333 |
|
2,285 |
|
411 |
|
|
|
|
|
|
|
|
|
|
Valuation |
94,280 |
|
18,710 |
|
112,990 |
|
112,230 |
|
112,990 |
|
|
|
|
|
|
|
|
|
|
Adjustment to fair value for rent smoothing |
|
|
|
|
(1,522) |
|
(693) |
|
(945) |
Adjustment for finance lease obligations |
|
|
|
|
498 |
|
514 |
|
517 |
Total Investment property |
|
|
|
|
111,966 |
|
112,051 |
|
112,562 |
|
|
|
|
|
|
|
|
|
|
Change in fair value of investment property |
|
|
|
|
|
|
|
|
|
Change in fair value before adjustments for lease incentives |
|
|
|
|
333 |
|
2,285 |
|
411 |
Movements in finance lease |
|
|
|
|
- |
|
(1) |
|
- |
Adjustment to fair value for tenant incentives |
|
|
|
|
(292) |
|
(32) |
|
(39) |
Adjustment to fair value for guaranteed fixed rental uplifts |
|
|
|
|
(286) |
|
(272) |
|
(546) |
|
|
|
|
|
(245) |
|
1,980 |
|
(174) |
Valuation of investment property
Valuation of investment property is performed by Knight Frank LLP, accredited independent external valuers with recognised and relevant professional qualifications and recent experience of the location and category of the investment property being valued.
The valuation of the Group'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.
9.2) Fair value measurement hierarchy
The following table provides the fair value measurement hierarchy for non-current assets:
Asset measured at fair value |
Quoted prices in active markets (Level 1) £'000 |
|
Significant observable inputs (Level 2) £'000 |
|
Significant unobservable inputs (Level 3) £'000 |
|
Total £'000 |
31 December 2019 |
|
|
|
|
|
|
|
Investment property* |
- |
|
- |
|
112,990 |
|
112,990 |
|
|
|
|
|
|
|
|
31 December 2018 |
|
|
|
|
|
|
|
Investment property* |
- |
|
- |
|
112,230 |
|
112,230 |
|
|
|
|
|
|
|
|
30 June 2019 |
|
|
|
|
|
|
|
Investment property* |
- |
|
- |
|
112,990 |
|
112,990 |
* Before adjustments to fair value for straight lining of lease income.
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.
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) Estimated Rental Value ('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 discount rate/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 and investments are:
Class |
|
Fair value £'000 |
|
Valuation technique |
|
Significant unobservable inputs |
|
Range |
31 December 2019 |
|
|
|
|
|
|
|
|
Investment property |
|
112,990 |
|
Income capitalisation |
|
ERV Equivalent yield |
|
£3.74-£21.96 5.08%-8.65% |
31 December 2018 |
|
|
|
|
|
|
|
|
Investment property |
|
112,230 |
|
Income capitalisation |
|
ERV Equivalent yield |
|
£3.74-£21.96 4.75%-6.89% |
30 June 2019 |
|
|
|
|
|
|
|
|
Investment property |
|
112,990 |
|
Income capitalisation |
|
ERV Equivalent yield |
|
£3.74-£21.96 4.81%-8.66% |
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 held at the end of the reporting period.
The carrying amount of the assets and liabilities, detailed within the Consolidated Condensed Statement of Financial Position, is considered to be the same as their fair value.
|
|
|
||||||
|
Fair Value |
Change in ERV |
|
Change in equivalent yield |
||||
|
£'000 |
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
Sensitivity Analysis |
|
+5% |
|
-5% |
|
+5% |
|
-5% |
31 December 2019 |
112,990 |
114,041 |
|
111,901 |
|
109,063 |
|
117,293 |
31 December 2018 |
112,230 |
113,199 |
|
111,480 |
|
108,497 |
|
116,383 |
30 June 2019 |
112,990 |
113,721 |
|
112,158 |
|
108,914 |
|
117,391 |
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.
There have been no transfers between Level 1 and Level 2 during any of the periods nor have there been any transfers in or out of Level 3.
10. Receivables and prepayments
|
31 December 2019 (unaudited) £'000 |
31 December 2018 (unaudited) £'000 |
30 June 2019 (audited) £'000 |
Receivables |
|
|
|
Rent debtor |
424 |
526 |
136 |
Other receivables |
- |
888 |
3 |
|
424 |
1,414 |
139 |
|
|
|
|
Prepayments |
|
|
|
Rent smoothing debtor |
1,522 |
693 |
944 |
Other prepayments |
34 |
40 |
71 |
|
1,556 |
733 |
1,015 |
Total |
1,980 |
2,147 |
1,154 |
The fair value of receivables and prepayments approximates their carrying value above. This is a level 3 valuation under IFRS 13.
The aged debtor analysis of receivables which are past due but not impaired is as follows:
|
31 December 2019 (unaudited) £'000 |
31 December 2018 (unaudited) £'000 |
30 June 2019 (audited) £'000 |
Less than three months due |
424 |
1,414 |
139 |
Between three and six months due |
- |
- |
- |
Between six and twelve months due |
- |
- |
- |
|
|
|
|
Total |
424 |
1,414 |
139 |
11. Payables and accrued expenses
|
31 December 2019 (unaudited) £'000 |
31 December 2018 (unaudited) £'000 |
30 June 2019 (audited) £'000 |
Deferred income |
1,018 |
1,010 |
990 |
Accruals |
237 |
276 |
313 |
Property acquisition costs* |
- |
7,076 |
- |
Other creditors |
428 |
494 |
780 |
Total |
1,683 |
8,856 |
2,083 |
*Represents amount payable (including purchase costs) for Nailsea, Bristol. This property exchanged unconditionally on 21 December 2018 and completed on 17 January 2019.
12. Interest bearing loans and borrowings
|
31 December 2019 (unaudited) £'000 |
31 December 2018 (unaudited) £'000 |
30 June 2019 (audited) £'000 |
Bank borrowings drawn |
|
|
|
At the beginning of the period |
41,000 |
30,000 |
30,000 |
Bank borrowings drawn in the period |
- |
- |
11,000 |
|
|
|
|
Interest bearing loans and borrowings |
41,000 |
30,000 |
41,000 |
|
|
|
|
Less: loan issue costs brought forward |
(686) |
- |
(556) |
Less: loan issue costs incurred in the period |
(21) |
(556) |
(220) |
Less: loan issue costs carried forward |
(707) |
(556) |
(776) |
Plus: amortised loan issue costs |
56 |
39 |
90 |
|
|
|
|
At the end of the period |
40,349 |
29,483 |
40,314 |
|
|
|
|
|
|
|
|
Repayable between 1 and 2 years |
- |
- |
- |
Repayable between 2 and 5 years |
- |
- |
- |
Repayable over 5 Years |
41,000 |
30,000 |
41,000 |
|
|
|
|
Total facility available |
41,000 |
30,000 |
41,000 |
|
|
|
|
The weighted average interest cost of the Group's increased facility is 3.19% and is repayable on 20 October 2025.
As at 31 December 2019, the Group had utilised all of its £41 million fixed interest facility with Canada Life Investments and at that date was geared at a loan to Gross Asset Value ("GAV") of 34.5%.
Borrowing costs associated with the credit facility are shown as finance costs in Note 5 to these Consolidated Condensed Financial Statements.
13. Finance lease obligations
Finance leases are capitalised at the lease's commencement at the lower of the fair value of the property and 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 for each of the following periods:
|
31 December 2019 (unaudited) £'000 |
31 December 2018 (unaudited) £'000 |
30 June 2019 (audited) £'000 |
Within one year |
48 |
34 |
35 |
After one year but not more than five years |
167 |
150 |
170 |
More than five years |
283 |
330 |
312 |
Subtotal over one year |
450 |
480 |
482 |
Total |
498 |
514 |
517 |
14. Commitments
Operating lease commitments - as lessor
The Group has entered into commercial property leases on its investment property portfolio. These noncancelable leases have a remaining term of between 3 and 114 years.
Future minimum rentals receivable under non-cancellable operating leases as at 31 December 2019 are as follows:
|
31 December 2019 (unaudited) £'000 |
31 December 2018 (unaudited) £'000 |
30 June 2019 (audited) £'000 |
Within one year |
6,473 |
6,142 |
6,075 |
After one year but not more than five years |
34,147 |
24,590 |
34,042 |
More than five years |
115,420 |
116,763 |
116,679 |
Total |
156,040 |
147,495 |
156,796 |
During the six months ended 31 December 2019 there were no contingent rents recognised as income (six months ended 31 December 2018: £nil, year ended 30 June 2019: £nil).
15. Investment in subsidiaries
The Company has two wholly-owned subsidiaries disclosed below:
Name and company number |
Country of registration and incorporation |
Date of incorporation |
Principal activity |
Ordinary Shares held |
AEW UK Long Lease REIT Holdco Limited (Company number 11052186) |
England and Wales |
7 November 2017 |
Real Estate Company |
73,158,502* |
AEW UK Long Lease REIT 2017 Limited (Company number 10754641) |
England and Wales |
4 May 2017 |
Real Estate Company |
73,158,501* |
*Ordinary shares of £1.00 each
AEW UK Long Lease REIT plc as at 31 December 2019 holds 100% of AEW UK Long Lease REIT Holdco Limited.
AEW UK Long Lease REIT Holdco Limited holds 100% of AEW UK Long Lease REIT 2017 Limited.
Both AEW UK Long Lease REIT Holdco Limited and AEW UK Long Lease REIT 2017 Limited are registered at 6th Floor, 65 Gresham Street, London, England, EC2V 7NQ.
16. Issued share capital
There were no changes to the issued share capital during the period. The number of ordinary shares in issue and fully paid remains 80,500,000 of £0.01 each.
17. 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.
Subsidiaries
AEW UK Long Lease REIT plc as at 31 December 2019 owns 100% controlling stake in AEW UK Long Lease REIT Holdco Limited and AEW UK Long Lease REIT Holdco Limited holds 100% of AEW UK Long Lease REIT 2017 Limited.
Directors
For the six months ended 31 December 2019, the Directors of the Group are considered to be the key management personnel. Directors' remuneration is disclosed in Note 4.
Investment Manager
The Group is party to an Investment Management Agreement, with the Investment Manager, pursuant to which the Group 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 management fee which is calculated and accrued monthly at a rate equivalent to 0.75% per annum of NAV (excluding un-invested fund raising proceeds) and paid quarterly. During the six months ended 31 December 2019, the Group incurred £269,584 (six months ended 31 December 2018: £282,952, year to 30 June 2019: £544,371) in respect of investment management fees and expenses of which £134,576 was outstanding at 31 December 2019 (31 December 2018: £143,511, 30 June 2019: £133,356).
18. Events after reporting date
Dividend
On 6 February 2020, the Board declared its second interim dividend of 1.375 pence per share in respect of the period from 1 October 2019 to 31 December 2019. This will be paid on 28 February 2020 to shareholders on the register as at 14 February 2019. The ex-dividend date was 13 February 2020.
EPRA UNAUDITED PERFORMANCE MEASURES CALCULATIONS
Calculation of EPRA NIY and 'topped-up' NIY
|
31 December 2019 £'000 |
Investment property - wholly-owned |
112,990 |
Allowance for estimated purchasers' costs |
7,683 |
Gross up completed property portfolio valuation |
120,673 |
|
|
Annualised cash passing rental income |
6,117 |
Property outgoings |
(40) |
Annualised net rents |
6,077 |
|
|
Expiration of rent-free periods and fixed rent uplifts |
1,531 |
'Topped-up' net annualised rent |
7,608 |
|
|
EPRA NIY |
5.04% |
EPRA 'topped-up' NIY |
6.30% |
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 31 December 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
|
31 December 2019 £'000 |
Annualised potential rental value of vacant premises |
- |
Annualised potential rental value for the completed property portfolio |
6,698 |
|
|
EPRA Vacancy Rate |
0.00% |
Calculation of EPRA Cost Ratios
|
31 December 2019 £'000 |
Administrative/operating expenses per IFRS income statement |
607 |
Less: Ground rent costs |
(18) |
EPRA Costs (including direct vacancy costs) |
589 |
|
|
Direct vacancy costs |
- |
EPRA Costs (excluding direct vacancy costs) |
589 |
Gross Rental Income |
3,616 |
|
|
EPRA Cost Ratio (including direct vacancy costs) |
16.3% |
EPRA Cost Ratio (excluding direct vacancy costs) |
16.3% |
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 707 1874 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 |
80,500,000 |
SEDOL Number |
BDVK708 |
ISIN Number |
GB00BDVK7088 |
Ticker/TIDM |
AEWL |
Share Prices
The Company's Ordinary Shares are traded on the Main Market of the London Stock Exchange.
Frequency of NAV publication
The Group's NAV is released to the London Stock Exchange on a quarterly basis and is published on the Company's website www.aewukllreit.com
Annual and Interim Reports
Copies of the Interim Report will be available from the Group's website at www.aewukllreit.com.
Provisional Financial Calendar
31 December 2019 |
Half-year end |
February 2020 |
Announcement of interim results |
30 June 2020 |
Year end |
September 2020 |
Announcement of annual results |
November 2020 |
Annual General Meeting |
Directors Steve Smith (Independent Non-executive Chairman) Jim Prower (Independent Non-executive Director) Alan Sippetts (Independent Non-executive Director) |
Depositary Langham Hall UK Depositary LLP 8th Floor 1 Fleet Place London EC4M 7RA |
|
|
Registered Office 6th Floor 65 Gresham Street London EC2V 7NQ |
Administrator Link Alternative Fund Administrators Limited Beaufort House 51 New North Road Exeter EX4 4EP |
|
|
Investment Manager AEW UK Investment Management LLP 33 Jermyn Street London SW1Y 6DN
|
Company Secretary Link Company Matters Limited 6th Floor 65 Gresham Street London EC2V 7NQ |
|
|
Property Manager Workman LLP Alliance House 12 Caxton Street London SW1H 0QS |
Registrar Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE |
|
|
Corporate Broker Cenkos Securities Plc 6 7 8 Tokenhouse Yard London EC2R 7AS |
Auditor KPMG LLP 15 Canada Square London E14 5GL |
|
|
Legal Adviser to the Company Travers Smith (UK) LLP 10 Snow Hill London EC1A 2AL |
Valuer Knight Frank LLP 55 Baker Street London W1U 8AN |
|
|
Company Website |
|