Final Results

CLS Holdings PLC 28 February 2001 Embargoed until: 0700hrs, 28 February 2000 CLS HOLDINGS PLC RESULTS FOR THE YEAR ENDED 31 DECEMBER 2000 FINANCIAL HIGHLIGHTS - NAV per share up 33.5 per cent to 325.5 pence - Total shareholders' return 45.1 per cent - Proposed distribution of 5.7 pence making a total distribution to shareholders 9.6 pence per share - Portfolio valued at £671.4 million up 34.5 per cent - Net rental income (including associate and JV) up 24.8 per cent to £ 42.1 million - Year end available cash up 8.3 per cent to £ 39.1 million - Potential gross annual rent roll of £ 74.1 million Key statistics 31 Dec 2000 31 Dec 1999 NAV per share 325.5p 243.9p Up 33.5% FRS13 fair value adjustment (after tax) 17.1p 10.2p Up 67.6% Earnings per share 14.6p 14.0p Up 4.3% Shares in issue (000's) 108,129 101,962 Up 6.0% Distribution per share from tender offer 9.6p 7.5p Up 28.0% buy-backs The Group's financial performance continues to deliver strong growth. Other financial information 31 Dec 2000 31 Dec 1999 Property portfolio £671.4m £499.2m Up 34.5% Net asset value £351.9m £248.7m Up 41.5% Cash £39.1m £36.1m Up 8.3% Gearing 90.6% 100.7% Down 10.0% Net rental income (including associate and £42.1m £33.7m Up 24.8% JV) Operating profit (including associate and £36.3m £36.8m Down 1.3% JV) Financial income £1.4m £1.1m Up 28.6% Profit before taxation £14.8m £16.9m Down 12.3% Profit after taxation £14.8m £14.8m Up 0.2% Interest cover 1.61 times 1.83 times Down 12.0% BUSINESS HIGHLIGHTS - Acquisition of Citadel Holdings portfolio. - Sale of Elan House - Sale of 230 Blackfriars Road - Planning consents at Solna Business Park - Progress at Southwark Towers 'CLS is one of the few quoted property companies to successfully develop its business in mainland Europe and we are confident that the Group's track record of organic growth is set to continue whilst remaining firmly committed to achieving a high level of returns for our shareholders.' Sten Mortstedt Executive Chairman For further information, please contact: Sten Mortstedt, Executive Chairman, CLS Holdings plc 020 7582 7766 Glyn Hirsch, Chief Executive, CLS Holdings plc 020 7582 7766 Adam Reynolds/Takki Sulaiman 020 7735 9415 Hansard Communications CHAIRMAN'S STATEMENT The year 2000 was yet another successful year with record net asset value per share for the sixth year in succession. The return to shareholders in the year was 45.1 per cent, which compared to 23.6 per cent returned in 1999. The return, which is based on movement in shareholders funds and share buy-backs implemented during the year amounted to £112.2 million. The net assets of the Group increased from £248.7 million to £351.9 million, giving a 33.5 per cent increase in net assets per share to 325.5 pence (1999: 243.9 pence). At the year end the post-tax FRS 13 fair value adjustment amounted to 17.1 pence per share. Net rental income, represented by rents and net service charge, increased by 24.8 per cent to £42.1 million. The current aggregate annual gross rental income derived from the Group's portfolio is £ 52.6 million. The small amount of vacant space in the portfolio, together with prospects of letting refurbished space in Stockholm means that an increase in this figure to £64.6 million is achievable over the next two and a half years, after investment of approximately £70 million. This should increase the portfolio's value substantially. In addition there is a reversionary potential for a further uplift in rental income of £9.5 million which is achievable through negotiation of rent reviews and management of the portfolio, of which £1.9 million is achievable imminently. This gives the Group a potential gross annual rent role of £74.1 million. Gearing at the year end was 90.6 per cent, down from 100.7 per cent at 31 December 1999. Although profit before tax was down slightly at £14.8 million compared to £ 16.9 million in 1999, profit after tax was maintained at £14.8 million, the same level as the previous year. The company's share price has improved by 48.0 per cent during 2000 and a further 18.9 per cent since the year-end. However, the stock market value still remains at a discount to net asset value of 26.8 per cent (31 December 1999: 44.4 per cent). In these circumstances the Board continues to believe in the benefits of distributing cash as capital dividends by way of a tender offer buy-back. The Board has therefore decided to recommend a tender offer buy-back of 1 in 55 shares at a price of 315 pence per share. During 2000, in addition to the 4.0 million shares purchased for cancellation by way of tender offer buy-back, the company purchased for cancellation 6.6 million shares, 6.4 per cent of shares in issue at 1 January 2000, in the open market at a cost of £10.7 million representing an average cost per share of 163 pence. The most significant event for the Group during 2000 was the acquisition of the Citadel Holdings plc portfolio. In the six months since September the shareholders of Citadel have benefited from a growth of 28.9 per cent in the value of their shares in CLS. This Company had previously held a 17.4 per cent equity stake in Citadel and all but 0.2 per cent of its share capital was acquired during the latter half of the year in consideration for the issue of 16.6 million shares in CLS. Citadel has brought to the Group an attractive portfolio of offices in Paris and Lyon with a value of £138.5 million at the year end and a rent role of £ 10.8 million. The effect of this is to position the Group's property portfolio in three principal countries; UK, Sweden and France. We now have substantial holdings in London, Stockholm and Paris and in each of these cities we have benefited from a buoyant market in offices. During 2000 we sold two London properties; Elan House, 5-11 Fetter Lane, EC4 and 230 Blackfriars Road, SE1, both at prices in excess of our book value. Our project at Solna Business Park is progressing according to plan. One of the four buildings has been refurbished, and work has now commenced on the second phase of the project. The Group's investment division had a disappointing 2000, although prospects remain excellent. Volatile markets in the third quarter and the declining values of internet and technology companies has led your Board to make provisions against a number of investments. In the context of the Group as a whole, exposure to this activity is very low. We have accepted the resignation from the Board of Patrik Gransater who joined last year to help in the development of our investment business. CLS is one of the few quoted property companies to successfully develop its business in mainland Europe and we are confident that the Group's track record of growth is set to continue whilst remaining firmly committed to achieving a high level of returns for our shareholders. We are pleased to announce today, the appointment of Teather & Greenwood as our joint stockbrokers, alongside HSBC and ING Barings. I take this opportunity to thank my fellow directors, our staff, external advisers, bankers and shareholders for their support during the year. Yours sincerely, Sten Mortstedt Executive Chairman FINANCIAL REVIEW Introduction (S) Shareholders' equity has increased by 41.5 per cent during the year and at 31 December 2000 amounted to £351.9 million (December 1999 : £ 248.7 million). Core from property (i.e. profit exclusive of investment division profit, property sales and lease surrender income) has increased by 22.1 per cent to £10.7 million and includes a four month full contribution from Citadel of £1.5 million. However overall profit before tax of £14.8 million (1999 : £16.9 million) represents a decrease of 12.3 per cent which is mainly due to a reduction in other property related income of £3.6 million (income from lease surrenders and the like) and provisions and write downs made against the Group's holdings of listed and unlisted investments. During the second half of the year, the Group acquired the Citadel portfolio through a share for share exchange. The Group now owns 99.8 per cent of the issued share capital in Citadel and the results of the Citadel portfolio have been fully included with effect from 1 September 2000. Net Asset Value per share at 325.5 pence increased by 33.5 per cent and the underlying elements of this growth in equity shareholders' funds are set out below: £m Equity shareholders' funds at 31 December 1999 248.7 Direct investment Income from investments in property 45.2 Income from investment division 5.0 Provisions and write-downs of investments (4.4) Administrative expenses (6.4) Interest (24.6) Profit before taxation 14.8 Taxation (0) Retained profit 14.8 Indirect investment Revaluations 73.6 Exchange and other movements 0.6 74.2 Increase in equity due to direct and indirect investment 89.0 Other share movements Capital distributions by tender offer buy-backs (8.9) Other share buy backs (10.7) Share Issues 33.8 Equity shareholders' funds at 31 December 2000 351.9 REVIEW OF THE PROFIT AND LOSS ACCOUNT Financial Results by Location (S) The results of the Group have been analysed by location and main business activity as set out below: 2000 France** Total UK* Sweden 1999 £m £m £m £m £m Net rental and property 41.5 31.4 6.7 3.4 37.4 related income (excluding associate / JV) Operating expenses (7.4) (5.4) (1.3) (0.7) (6.2) Other operating 0.6 0.6 4.6 income-investment division Associate / JV operating 1.6 0.7 0.9 1.0 profit Operating profit 36.3 27.3 5.4 3.6 31.2 Gains from sale of 3.0 2.7 0.3 - investment properties Net interest payable and (24.5) (19.0) (3.6) (1.9) (19.9) related charges Profit on ordinary 14.8 11.0 2.1 1.7 16.9 activities before tax Profit on ordinary 16.9 14.6 1.9 0.4 16.9 activities before tax for the year ended 31 December 1999 * Results relating to Germany were immaterial in the context of the overall results of the Group and have therefore been included within the UK ** Since 1 September 2000 Net rental income (S) Net rental income has increased by 25 per cent to £42.1 million and reflects the inclusion of Citadel rents of £3.4 million for the four months to 31 December 2000 and a full year contribution of income from Solna of £3.4 million (1999 : £1.3 million) which was acquired at the end of June 1999. In addition, a full year rental of £2.2 million has been received in respect of One Leicester Square which completed its refurbishment last year (1999 : £0.4 million). Other property related income (S) Other property related income of £1.3 million (1999 : £4.9 million) comprised two main elements; a lease surrender of £0.3 million at Great West and a management fee of £0.5 million invoiced to Citadel Holdings plc relating to the period prior to the merger. Administrative expenditure (S) Administrative expenditure increased by £1.6 million to £6.4 million. The principal reasons for this were: - The inclusion of Solna Business Centre for the full year resulted in an increase in administrative expenditure of £0.3 million over the previous year. - The inclusion of Citadel Holdings Plc expenditure for the four month period amounted to £0.7 million. - An increase in personnel costs of £0.7 million, reflected the recruitment of additional personnel within the property, finance and investment divisions and increased performance related incentives. Non Recoverable property expenses (S) Non recoverable property expenses amounted to £1.0 million (1999 : £1.4 million), and benefited from the recovery of £0.2 million of amounts that had previously been provided against. Other operating income (S) Other operating income represents profit resulting from trading by the investment division. This has been shown as other operating income to improve clarity and presentation of the results. 2000 1999 Difference £m £m £m Investment Division profit 5.0 6.4 (1.4) Write-downs and provisions (4.4) (1.8) (2.6) 0.6 4.6 (4.0) During the second half of the year there was considerable downward pressure on the market in telecom and new technology stocks. This had the impact of reducing trading returns and adversely affected the value of the Group's holdings of listed investments at the year end which are held at the lower of cost and net realisable value. In addition, the Board has taken a cautious approach in assessing the value of its portfolio of investments and in total has provided £4.4 million this year against cost of £15.4 million. As investments are held in the Balance Sheet at the lower of cost and net realisable value the results do not reflect any potential upside in our holdings. It is however, the opinion of the directors that there is a significant potential uplift in the value of some of our unlisted investments. During the year a disposal of shares in Microcosm Communications Ltd yielded a realised profit to the Group of £1.5 million in excess of book value of £0.1 million. Net interest and financial charges (S) Net interest and financial charges at £ 24.5 million showed an increase of £4.6 million over net expenditure in 1999. A breakdown of the net charge is set out below: 2000 1999 Difference £m £m £m Interest receivable 1.8 1.6 0.2 Foreign exchange (0.4) (0.5) 0.1 Interest receivable and financial income 1.4 1.1 0.3 Interest payable and related charges (25.9) (21.0) (4.9) Net interest and financial charges (24.5) (19.9) (4.6) Net interest payable and related charges of £24.5 million (1999: £19.9 million) included Citadel loan interest of £1.9 million (1999 : £0.4 million) and joint venture interest of £0.6 million (1999 : £0.2 million) relating to the Group's interest in Teighmore Limited, owner of Southwark Towers. Interest costs in respect of Solna Business Centre of £1.9 million (1999 : £0.9) were incurred for a full year. The average cost of borrowing for the Group at December 2000 is set out below: December 2000 UK Sweden France TOTAL Average interest rate on fixed rate debt 10.2% 6.2% 4.9% 7.7% Average interest rate on variable rate debt 7.8% 5.0% 5.8% 7.1% Overall average interest 8.6% 5.9% 5.4% 7.4% December 1999 Average interest rate on fixed rate debt 10.9% 6.1% - 8.7% Average interest rate on variable rate debt 7.5% 4.8% - 7.2% Overall average interest 8.3% 5.8% - 7.8% Financial costs also include the depreciation of interest rate caps amounting to £0.9 million (1999 : £0.8 million) and amortisation of issue costs of loans of £0.5 million (1999 : £0.5 million). Taxation (S) The Group's taxation charge has been minimal as a result of substantial corporation tax losses brought forward in some subsidiaries and significant capital allowances on many of the Group's UK properties and depreciation deductions in Sweden and France. These factors should continue to benefit the Group in the immediate future. During the year a repayment of Advance Corporation Tax was made amounting to £ 0.4 million. REVIEW OF THE BALANCE SHEET Investment Properties (S) The property assets of the group (including plant and machinery) have increased by 34.5 per cent to £672.2 million (1999 - £ 499.8 million). The net increase of £172.3 million included Citadel assets of £126.6 million, offset by the sale of 230 Blackfriars Road (book value £18.5 million) and Elan House (book value £16.1 million). The revaluation of the Group's investment properties were as follows: REVALUATION OF PROPERTY IN 2000 £m UK 37.3 Sweden 18.9 France 17.4 Total Revaluation 73.6 During the year the refurbishment of the first phase of Solna was completed at a cost of £6.4 million (SEK 89.3 Million) and let to the Swedish Post Office. Annualised rent at 31 December 2000 was £52.3 million (1999 - £40.5 million) equating to a yield of 7.8 per cent (1999 - 8.1 per cent). An analysis of the location of investment property assets and related loans is set out below: Total % UK * % Sweden % France % Balance Sheet December 2000 £m £m £m £m Investment 672.2 100% 408.7 60.8% 124.9 18.6% 138.6 20.6% Properties Loan (355.5) 100% (208.4) 58.6% (57.0) 16.0% (90.1) 25.4% Equity in 316.7 100% 200.3 63.3% 67.9 21.4% 48.5 15.3% Property Assets Other 35.2 100% 27.6 78.4% 3.5 9.9% 4.1 11.7% Net Equity 351.9 100% 227.9 64.8% 71.4 20.3% 52.6 14.9% Equity in 47.1% 49.0% 54.4% 35.0% Property as a Percentage of Investment £m £m £m £m Opening 248.7 202.3 39.8 6.6 Equity Increase 103.2 25.6 31.6 46.0 during 2000 Closing 351.9 227.9 71.4 52.6 Equity 2000 * Results relating to Germany were immaterial in the context of the overall results of the Group and have therefore been included within the UK The following exchange rates' were used to translate assets and liabilities at the year end : GBP/SEK 14.0948: GBP/FrF 10.4369: GBP/DM 3.102. Debt Structure (S) Financial instruments are held by the Group principally to finance holdings of investment properties and to manage interest and exchange rate risk. This has been accomplished by borrowing in the respective local currencies from specialist property lending institutions, the purchase of interest rate hedging instruments and securing fixed rate borrowing arrangements. The Group has thereby hedged all of its interest rate exposure and a significant proportion of its exchange rate exposure. In addition, various other financial instruments are traded in the normal course of business and the active management of Group's treasury activities. The activities of the Group are mainly financed through share capital and reserves and long term loans, which are secured against the properties to which they relate. Net Debt Total % UK % % % £m Sweden France £m £m £m Fixed Rate Loans (152.2) 100.0 (69.0) 45.3 (43.5) 28.6 (39.7) 26.1 Floating Rate Loans (203.3) 100.0 (139.4) 68.6 (13.5) 6.6 (50.4) 24.8 (355.5) 100.0 (208.4) 58.7 (57.0) 16.0 (90.1) 25.3 Bank and investments 49.8 38.2 76.7 4.3 8.6 7.3 14.7 Net Debt (305.7) 100.0 (170.2) 55.7 (52.7) 17.2 (82.8) 27.1 Floating rate loan caps Total UK Sweden France % % % % Percentage of net floating rate loans capped 100% 100% 100% 100% Average interest rate at which loans are capped 7.6% 8.0% 6.7% 6.9% The Group has continued to pursue a financial strategy in relation to its UK, London based portfolio to raise floating rate long term loans hedged against adverse interest rate movements by the acquisition of interest rate caps. Caps are normally purchased on a five year basis. New Printing House Square was financed in 1992 through a securitisation of its rental income by way of a fully amortising bond, which has a current outstanding balance of £40.4 million at an interest rate of 10.76 per cent and a maturity date of 2025 and a zero coupon bond, with a current outstanding balance of £3.3 million, with matching interest rate and maturity date. Swedish property acquisitions have been financed through a combination of long term fixed rate loans at an average interest rate of 6.2 per cent and floating rate for which the average interest charge in 2000 was 5.0 per cent. In addition, the Group entered into forward foreign exchange contracts in order to hedge its foreign currency translation exposure. French property acquisitions have been funded by a mixture of equity and external bank finance. The bank funding has mainly been raised on a fifteen year floating rate basis hedged for the first five years against adverse interest rate movements by the acquisition of interest caps. In May and June 1999 45 per cent of the loan book was fixed for five years at an average interest rate of 4.9 per cent. The Group continues to refinance its property portfolio in order to provide greater cash resources for future growth. The net borrowings of the Group at 31 December 2000 at £305.7 million showed an increase of £60.4 million over the previous year, reflecting the incorporation of borrowings made by Citadel and the Group's active refinancing and refurbishment programme. The Group has adopted the requirements of FRS13, which addresses among other things, disclosure in relation to derivatives and other financial instruments. If our loans were held at fair value then the Group's fixed rate debt at the year end would be in excess of book value by an amount of £26.3 million (1999 - £14.9 million) which net of tax at 30 per cent equates to £18.4 million (1999 - £10.4 million). A substantial amount of this is attributable to the long-term funding of New Printing House Square. The contracted future cash flows from the properties securing the loans are sufficient to meet all interest and ongoing loan repayment obligations. Only £ 13.9 million (4.0 per cent) of the Group's total debt of £355.5 million is repayable within the next 12 months with £209.7 million (59 per cent) maturing after five years. In order to protect the Group from movements in foreign currency, international property investments are matched with borrowings in the local currency. Share Capital (S) The share capital of the Company totalled £27.0 million at 31 December 2000, represented by 108,128,651 ordinary shares of 25 pence each which are quoted on the London Stock Exchange. With discount to NAV at the date of this report being 26.8 per cent (1999 : 44.4 per cent), the Group has continued its strategy of buying back its own shares in the market for cancellation. During the year a total of 6.6 million shares, 6.5 per cent of opening shares, were repurchased and cancelled, at an average cost per share of 162.5 pence. This has involved a total cash expenditure of £10.7 million. A capital distribution payment by way of tender offer buy-back was made both in April and December of 2000 amounting to the purchase of 4.0 million shares which distributed £8.9 million to shareholders. A total of 24.4 million shares have been purchased at a total cost of £37.7 million since the programme of buy backs have started in 1998. The average cost of shares purchased for cancellation over this period was £1.54 pence per share. The average price of the shares traded in the market during the year ended 31 December 2000 was 181.3 pence with a high of 215.0 pence in August 2000 And a low of 132.5 pence in January 2000. The current number of shares in issue at today's date is 108,128,651 and should the current tender offer buy back be fully taken up, the number of shares in issue would be further reduced by 1,965,975 to 106,162,676. An analysis of share movements during the year is set out below: No of shares No of shares Million Million 1999 2000 Opening shares 102.0 112.7 Tender offer buy back (4.0) (5.2) Buybacks in the market for cancellation (6.6) (5.8) Issue for Citadel portfolio 16.6 - Share options exercised 0.1 0.3 Closing shares 108.1 102.0 In total 36.6 million shares were traded in the market during 2000. The share price at the date of this report is 239.5 pence, an increase of 76.0 per cent on the share price at 1 January 2000. The share price of CLS increased by 48 per cent in the year to 31 December 2000 compared to an increase of 17 per cent in the index of quoted property companies. At 31 December 1999 there were 264 shareholders on the Company's register and at 31 December 2000 their number had increased to 1,209. An analysis of the ownership structure is set out below: Number of shares Percentage of shares Institutions 55,330,537 51.2% Private investors 858,517 0.8% Sten and Bengt Mortstedt 51,593,256 47.7% Other 346,341 0.3% Total 108,128,651 100.0% The Company operates share option schemes to enable its staff to participate in the prosperity of the Group. At 31 December 2000 there were 2.1 million options in existence with an average exercise price of 118 pence. Distribution (S) As the current share price remains at a considerable discount to net asset value, your Board is proposing a further tender offer buy-back of shares in lieu of paying a cash dividend, on the basis of 1 in 55 shares at a price of 315 pence per share. This will enhance net asset value per share and is equivalent in cash terms to a final dividend per share of 5.7 pence, yielding a total distribution in cash terms of 9.6 pence per share for the year (1999 - 7.5 pence). Corporate Structure (S) The strategy has been to continue for the most part, to hold individual properties within separate subsidiary companies, each with one loan on a non-recourse basis. Consolidated Profit and Loss Account... for the year ended 31 December 2000 2000 1999 £000 £000 Net rental income 42,112 33,732 (including associates & joint ventures) Continuing 38,743 33,732 operations Acquisitions 3,369 - Less: Joint (706) (190) venture (1,191) (1,047) Associate 40,215 32,495 Other property 1,315 4,907 related income 41,530 37,402 Administrative (6,358) (4,791) expenses Net property (1,026) (1,427) expenses (7,384) (6,218) Other 552 4,616 operating income Group 34,698 35,800 operating profit Continuing 32,094 35,800 operations Acquisitions 2,604 - Share of joint ventures' 690 184 operating profit Share of associates' 959 837 operating profit Operating profit including 36,347 36,821 joint ventures and associates Gains from sale of 2,969 - investment property Profit on ordinary 39,316 36,821 activities before interest Interest receivable and financial income: Group 1,353 1,059 Joint Venture 13 - Associate 25 23 Interest payable and related charges: Group (24,772) (20,373) Joint Venture (622) (173) Associate (484) (444) Profit on ordinary 14,829 16,913 activities before taxation Tax on Profit on ordinary activities: Group (2,121) 46 Joint Venture - - Associate (57) (4) Profit on ordinary 14,818 14,788 activities after taxation Equity (7) - minority interest Retained 14,811 14,788 profit for the year Basic earnings 14.6p 14.0p per share Diluted 14.5p 13.9p Earnings per Share Consolidated Balance Sheet ... at 31 December 2000 2000 1999 £000 £000 Fixed assets Tangible 672,150 499,847 assets Investments: Interest in joint venture: Share of gross 12,320 9,856 assets Share of gross (10,547) (9,165) liabilities 1,773 691 Interest in - 6,631 associate Other 161 255 Investments 674,084 507,424 Current assets Stocks - 2,185 - trading properties Debtors - amounts falling 2,358 2,958 due after more than one year Debtors - amounts falling 6,787 5,754 due within one year Investments 10,609 4,462 Cash at bank 39,100 36,072 and in hand 61,039 49,246 Creditors: amounts falling (41,481) (33,984) due within one year Net current 19,558 15,262 assets Total assets less current 693,642 522,686 liabilities Creditors: amounts falling due after more than one year Bank and Other Loans (341,694) (273,968) Net Assets 351,948 248,718 Capital and reserves Called up 27,032 25,491 share capital Share premium 67,293 37,643 account Revaluation 178,851 117,589 reserve Capital 6,111 3,460 Redemption Reserve Other reserves 20,196 18,977 Profit and 52,351 45,558 loss account Total equity shareholders' 351,834 248,718 funds Equity minority interests 114 - Capital employed 351,948 248,718 Consolidated Cash Flow Statement... for the year ended 31 December 2000 2000 1999 £000 £000 Net cash inflow from operating 35,127 42,521 activities Returns on investments and servicing of finance Interest received 4,872 1,362 Interest paid (23,003) (17,660) Issue costs on new bank loans (610) (1,635) Interest rate caps purchased (72) (925) Net cash outflow from returns on investments and servicing of finance (18,813) (18,858) Taxation 247 (3,344) Capital expenditure and financial investment Purchase and enhancement of (17,163) (59,892) properties Sale of investment 39,949 - properties Disposal of 50 17 other fixed assets Purchase of other fixed assets (123) (913) Purchase of own shares (19,790) (14,695) Net cash inflow/(outflow) for capital expenditure and financial investment 2,873 (75,483) Acquisitions and disposals Investment in associate - (2,072) undertaking Net cash inflow/(outflow) before use of liquid resources and financing 19,434 (57,236) Management of liquid resources Cash (placed on)/released from short term deposits (4,798) 4,824 Current asset (9,161) (1,790) investments Financing Issue of ordinary share capital 211 162 New loans 28,188 101,916 Repayment (35,916) (35,955) of loans Net cash (outflow)/inflow from (7,517) 65,961 financing (Decrease)/Increase in cash (2,043) 11,921 Statement of Total Recognised Gains & Losses... for the year ended 31 December 2000 2000 1999 £000 £000 Profit for the financial year 14,811 14,788 Unrealised surplus on revaluation of 72,603 40,932 properties Share of Joint Venture/Associate unrealised surplus on revaluation of properties 1,000 474 Currency translation differences on foreign currency 658 (109) net investments Share of Associate other reserves (10) (404) Other recognised gains relating to the 74,251 40,893 year Total gains and losses recognised since 89,062 55,681 last annual report The preliminary statement for the financial year to 31 December 2000 is unaudited and does not constitute the Company's annual financial statements. The accounting policies adopted are the same as those used in the last published set of annual financial statements. Property Review Introduction (S) This has been another active year both in the UK and internationally. We continue to manage the portfolio to maximise returns and to carry out high quality refurbishments and acquisitions. The acquisition of the Citadel properties in September changed the shape of the portfolio significantly, which now comprises 63 buildings which are predominantly offices. CLS Portfolio - Rental Income by Region Region Total Rent in GBP Percentage London City Fringes 1,414,122 2.7% London Mid Town 5,974,625 11.3% London West End 5,215,173 9.9% London West 6,492,838 12.3% London South Bank 4,788,389 9.1% London South West 3,702,957 7.2% London North West 3,631,360 6.9% Outside London 339,472 0.6% Total UK 31,559,936 60.0% Germany 248,824 0.5% Total Germany 248,824 0.5% Sweden Stockholm 5,870,943 11.2% Sweden Vanersborg 4,046,732 7.7% Total Sweden 9,917,675 18.9% France Paris 8,641,322 16.4% France Lyon 2,189,733 4.2% Total France 10,831,055 20.6% General Total 52,557,490 100.0% Conversion Rates: GBP/DM: 3.102 GBP/FrF: 10.4369 GBP/SEK: 14.0948 The portfolio totals 411,425 sq.m. (4,428,652 sq.ft.) of which 91.6 per cent totalling 376,865 sq.m. (4,056,540 sq.ft.) is let or pre-let. Our annualised net rental income currently totals £52.6 million per annum and this produces a 7.8 per cent yield on the portfolio of £671.4 million. Approximately £408.0 million (60.8 per cent) is located in the UK and Germany, £138.5 million (20.6 per cent) in France and £124.9 million (18.6 per cent) in Sweden. Set out below is an analysis of the portfolio: Description Sq.m. Sq.ft. Book Yield Contracted Contracted Unlet Space Yield value Aggregate but not space under when in Rent in income at refurb. fully GBP GBP producing ERV or with let in GBP in £ plan. GBP consent at ERV in £GBP UK >10 y 46,731 503,021 152,707,000 7.1% 10,711,114 - - - 7.0% UK 5-10 y 40,491 435,861 117,030,000 7.3% 8,570,614 - 21,000 - 7.3% UK < 5 y 50,114 539,439 93,375,000 9.6% 8,970,903 - 135,834 - 9.8% UK refurb. 19,338 208,159 41,650,000 7.9% 3,025,060 282,245 1,071,738* - 9.4%* & development Total UK 156,674 1,686,480 404,762,000 7.8% 31,277,691 282,245 1,228,572 - 8.3% Germany 5,409 58,220 3,280,141 7.6% 248,824 - - - 7.6% Total 5,409 58,220 3,280,141 7.6% 248,824 - - - 7.6% Germany France 90,814 977,513 138,526,064 7.8% 10,831,054 - 24,413 - 7.8% Total 90,814 977,513 138,526,064 7.8% 10,831,054 - 24,413 - 7.8% France Sweden 0 - 113,288 1,219,464 81,945,115 7.2% 5,870,943 - (2,024,326) 5 y *** (Light 1,481,911 refurb) (Heavy - 11,318,628 refurb) Sweden 10 y 45,240 486,975 42,923,631 9.4% 4,046,732 - - + Total 158,528 1,706,439 124,868,746 7.9% 9,917,675 - 1,481,911 9,294,302 10.6% Sweden ** GENERAL TOTALS 411,425 4,428,652 671,436,951 7.8% 52,275,244 282,245 2,734,896 9,294,302 8.6% The above table shows the categories of assets we own and the future potential income available from new lettings and refurbishments. (*) Yields based on receivable rent and potential rents have been calculated on the assumption that year end book values will increase by anticipated refurbishment expenditure of £6.4 million in respect of refurbishment projects in the UK. (**)Yields based on receivable rent and potential rents have been calculated on the assumption that year-end book values will increase by anticipated refurbishment expenditure of approximately £70 million in respect of refurbishment projects in Solna, Stockholm, Sweden. (***) This represents existing rents lost on space to be refurbished. We estimate that open market rents are approximately 18.2 per cent higher than rents receivable, which represents a potential increase of £ 9.5 million per annum of which £1.9 million is imminent. This excludes the additional rents we will receive as a result of our refurbishment programme. These increases are divided amongst the portfolio as follows: Country Passing Rent Estimated Rental Value Reversionary Element UK & Germany £31.6m £35.9m 13.6% France £10.8m £14.2m 31.0% Sweden £9.9m £11.7m 18.0% Total £52.3m £61.8m 18.2% Strategy (S) We continue to target above average returns on equity whilst exposing our shareholders to lower than average risk. UK Portfolio (S) The London office market has further strengthened this year with competitive demand significantly increasing rental levels and subsequently capital values. The policy of proactive management for the portfolio has allowed us to capitalise upon this growth in particular through major refurbishment projects and re-letting of vacant space together with rent review and lease negotiations. The refurbishment of 230 Blackfriars Road, SE1, was completed in January with pre-let rents setting new rental records for the area. The building was subsequently sold in March for £20.7 million, giving an initial yield of 6.9 per cent. Elan House, Fetter Lane, which was successfully refurbished in 1999, was sold in December for £17.5 million reflecting an initial yield of 6.8 per cent. Following these sales the UK portfolio now totals 162,083 sq.m. (1,744,645 sq.ft.) producing an annualised rent of £31.8 million per annum. 97.7 per cent of the space is now fully let. These figures include the 2 small German properties and these are not material in the overall context of the portfolio. UK/German - Rental Income by Length of Lease Length Rent Rent Contracted by not Total Percentage of Lease income producing in GBP per Annum in GBP UK< 5 yrs £8,970,903 - £8,970,903 28.2% UK 5 - 10 Years £8,570,614 - £8,570,614 26.9% UK 10 £10,711,114 - £10,711,114 33.7% yrs + UK Refurb/ £3,025,060 £282,245 £3,307,305 10.4% Redev Germany <5 yrs £248,824 - £248,824 0.8% (GBP/DM 3.102) £31,526,515 £282,245 £31,808,760 100.0% The policy of refurbishing the portfolio and re-letting has had a significant effect both on the amount of vacant space let within the year and the rent level achieved. In the Vista Office Centre at Heathrow 8,673 sq.m. (93,363 sq.ft.) has been completed with a further 715 sq.m. (7,700 sq.ft.) under construction. Of this space, 8,273 sq.m. (89,049 sq.ft.) has been let. The current rent receivable is £1.7 million per annum; an increase of £1 million per annum on the previous year. The experience gained in the short term letting market through running our Business Centres has been transferred to 172 Drury Lane. Short-term 3 year lettings have been achieved at rental levels 40 per cent greater than leases on conventional terms. Other lettings during the year have included space at Cambridge House, Hammersmith and the advertising sign at Coventry House, Haymarket which has been let on a base rent of £0.25 million per annum. In addition to the new lettings which have taken place within the portfolio we have also achieved rental uplifts at both rent review and lease renewal, and we have currently achieved an increase during the year of £0.4 million per annum. We expect a significant further uplift on completion of the existing outstanding rent reviews. The redevelopment scheme for Southwark Towers, in which we own a part share, is progressing satisfactorily. The Renzo Piano designs were announced over 3 days in early November and were well received by the Press, the Local Authority and The Mayor. A detailed planning application should be submitted during March for a tower which will comprise mainly offices with restaurants, hotel, gymnasium and retail use within an integrated scheme. The scheme will sit alongside Railtrack's consented scheme for the redevelopment of London Bridge Station. Further progress has been made with Lambeth Borough Council on the conditional development agreement for the development at Spring Gardens and we are hopeful that this will be concluded during the next financial period. The outlook for the coming year is one of further active management of the existing portfolio. Growth will be achieved through the re-letting of the vacant space and forthcoming rent reviews. In addition the policy of continuous dialogue with our tenants should enable us to capitalise further on opportunities within the portfolio. French Portfolio (S) The French portfolio was incorporated within the CLS Group with effect from 1st September. The portfolio is comprised of well-let modern office buildings in Paris and Lyon and is let to 152 tenants on 223 leases and now produces a gross income of £ 10.8 million (Frf 113.0 million) per annum. The portfolio is 99.9 per cent let and there is 114 sq.m. (1,227 sq.ft.) vacant in Lyon and 108 sq.m. (1,163 sq.ft.) vacant in Paris. France - Rental Income by Length of Lease Length of Lease Rent per Annum Percentage In GBP France 0-3 years £7,171,781 66.2% France 3-6 years £3,659,273 33.8% Total £10,831,054 100.0% Since the acquisition of Citadel the day to day management has not changed significantly and the reporting structure has been integrated with the rest of the portfolio. The portfolio is reversionary and therefore a significant part of the local management's time is spent moving tenants within the portfolio. During 2000 10,300 sq.m. (110,872 sq.ft.) representing 11.3 per cent of the portfolio was renegotiated, leading to a rental increase of 24.5 per cent on the accommodation involved. We continue to search for suitable new investment opportunities to add to existing holdings and to buy new properties. One new building in Rueil Malmaison was bought during December. It is a freehold property at 5 Boulevard Marcel Pourtout, Rueil Malmaison, Boulogne, which is the HQ of Grundig in France. It is located in a mixed residential and office area. It is a 10-year old building of 2,570 sq.m. (27,663 sq.ft.) of offices with 53 car spaces, and is let on a 9 year lease from 11/12/1995 at a low passing rent of £ 0.16 million (Frf 1.7 million) per annum (Frf 589/m(2)). At the purchase price of £1.8 million (Frf 18.5 million) inclusive of all costs, the acquisition shows a net initial yield of 9.0 per cent. Since the year end we have bought a further building; a freehold multi-let property located in Nova Antipolis, in between Antibes and Sophia Antipolis. It is a 9-year-old building totalling 4,333 sq.m. (46,640 sq.ft.) of offices with 145 car spaces. It is let on various leases expiring in the next 6 years with 3 major tenants including the Local Authority and 15 smaller tenants. The current rent is £ 0.3 million (Frf 3.6 million) (Frf 820/m(2)) and the purchase at £ 3.6 million (Frf 37.0 million) inclusive of all acquisition costs shows a net initial yield of 9.7 per cent. The prospects for the French property market are good for 2001 and we intend to actively manage the portfolio and buy new properties if they fit our criteria. Office supply is low in Lyon and Paris and we expect to continue to work with our occupiers moving them within the portfolio as appropriate. The refurbishment of common parts in several buildings will also be carried out. Swedish Portfolio (S) The acquisition of Solna Business Park during the summer of 1999 was well timed. The Stockholm property market continued to strengthen during 2000 with prime rents reaching new peaks and vacancy rates falling to approximately 2.5 per cent. Solna is outside of the CBD on the way to the airport and adjacent to Kista Science Park. Solna Business Park is being designed to offer top quality accommodation at a significant discount to City centre rents and is able to offer incoming tenants flexibility and floor areas from 200 sq.m. (2,153 sq.ft.) to 50,000 sq.m. (538,213 sq.ft.). Phase 1 of our refurbishment works were completed on schedule and on budget in October 2000 and the accommodation was handed over to the Posten Sverige AB (IT department of the Swedish Post Office). This refurbishment cost £ 6.3 million (SEK 89.3 million) and increased rents received by £ 1.4 million (SEK 20.4 million) per annum. The Local Authority has updated its Town Plan and the building density on the Park has been increased to enable an additional floor on each building totalling approximately 23,480 sq.m. (252,726 sq.ft.). This Town Plan was ratified on January 13th 2001. Consequently we have committed with the Municipality to contribute to road improvements around our property for a total cost of SEK 6.8 million. Plans for Phase 2, Frasaren 11, are now well advanced. Vacant possession has been arranged where necessary and we are discussing possible pre-lets with a number of tenants. Planning consent has been granted for an additional 8,609 sq.m. (92,666 sq. ft.) and the building will now total 36,181 sq.m. (389,449 sq. ft.) Solna Business Park is particularly suitable for telehousing activities as it has all the attributes that this industry requires and it is possible that at least one letting will be to such a tenant. Completion of the first pre-letting of the proposed refurbishment project known as Frasaren 11 took place yesterday. A total of 2,850 sq.m. (30,677 sq.ft.) of office space has been let to an administrative department of the Swedish Government at an aggregate annual rent of SEK 6,575, 750 (£462,368). The rent for the offices of SEK 2,300 per sq. m. (£15 per sq. ft.) sets a record high for rents at Solna Business Park. The lease is for a fixed period of 5 years from 1 January 2002 (when the refurbishment will be completed). We continue to carry out light refurbishments in Phase 4 where we have invested £ 1.5 million (SEK 21.9 million) this year and increased income by £ 0.4 million (SEK 6.7 million). Sweden - Rental Income by Length of Lease Length of Lease Rent per Annum in GBP Percentage Sweden 0 -5 years £5,870,943 59.2% Sweden 10 Years + £4,046,732 40.8% Total £9,917,675 100.0% At Vanerparken we have agreed with one of the major tenants to carry out a refurbishment for approximately £ 1.6 million (SEK 23 million) to enable them to occupy an additional 2,250 sq.m. (24,220 sq.ft.) on a lease expiring in 2006 at a rent of £ 0.16 million (SEK 2.2 million) per annum. In addition two existing leases where they pay £0.3 million have been extended from June 2003 to June 2006. The additional contracted rental income will cover in full the cost of this refurbishment. We have also sold 0.5471 hectares to NCC for £ 0.4 million (SEK 5 million). NCC will carry out a residential development of 60 apartments and we have a profit share agreement which could contribute to earnings in the 2002/3 financial year. In summary, we have had a successful year in the markets within which we operate. Tenant demand is strong, our properties are well located and we look forward to the coming year with confidence. -ends- For further information, please contact: Sten Mortstedt, Executive Chairman, CLS Holdings plc 020 7582 7766 Glyn Hirsch, Chief Executive, CLS Holdings plc 020 7582 7766 Adam Reynolds/Takki Sulaiman 020 7735 9415 Hansard Communications

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