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