Final Results - Part 1
Great Portland Estates PLC
6 June 2000
Part 1
PRELIMINARY RESULTS
The Directors of Great Portland Estates P.L.C. announce the results of the
Group for the year ended 31 March 2000.
Highlights follow
* Total return for the year 15%; 18% compound per annum for last three years
* Net asset value per share up 12% to 316p (1999: 283p)
* Profit before tax £60.5 million (1999: £57.3 million)
* Earnings per share up 8.8% to 12.3p (1999: 11.3p)
* Final dividend per share of 6.375p; full year up 2.7% to 9.5p
(1999: 9.25p)
* 80p per share to be returned to shareholders in the autumn
* Portfolio will comprise 65% in Central London, including 50% in the West
End
* Average lot size will be £17 million (1999: £11 million)
Richard Peskin, Chairman, said:
'Within the space of the last twelve months, dramatic progress has been made
in the restructuring of the Group. Our assets will be concentrated in the key
markets of Central London, primarily in the West End, and specific shopping
centres, which are dominant in their catchment area. Through this increased
focus our aim is to deliver greater shareholder value and no property or
category of properties will be sacrosanct in the Board's determination to
succeed in this endeavour.'
Enquiries:
Great Portland Estates P.L.C. 0207 580 3040
Patrick Hall, Joint Managing Director
Peter Shaw, Joint Managing Director
John Whiteley, Finance Director
Citigate Dewe Rogerson 0207 638 9571
Sue Pemberton/Alexandra Scrimgeour
STATEMENT BY THE CHAIRMAN
In my Statement last June, I said that it was your directors' intention to
be 'architects of change' and radical initiatives have certainly taken place
in the intervening months. Earlier this year, following a lengthy strategic
review, the Board took the decision to widen and accelerate the
rationalisation programme (which had already been announced) in order
to capitalise on opportunities in the property and equity markets, and
maximise value for shareholders. The majority of these disposal proceeds
are to be used to finance a return of capital of 80p per share, and detailed
proposals were sent out on 18th April; approval was granted at an
Extraordinary General Meeting held on 26th May and it is anticipated
that, subject to Court sanction, shareholders will receive their cash
payments in the autumn. In February the Company spent £38.4 million in
purchasing 5.5% of its ordinary share capital and, at the EGM mentioned
above, shareholder consent was granted to buy back up to a further 15% of our
equity.
This period has been one of important change and substantial activity, and
after the current disposal programme has been completed, the composition of
the Group's portfolio will be 65% in central London, with 49% in the West
End, 23% in shopping centres and 12% in regional offices. The West
End continued to demonstrate strong growth and there was a champagne
performance from our home patch North of Oxford Street, particularly from
the properties in the vicinity of the recently 'piazzanised' Oxford Market.
We have also sold our beneficial stake in the Pollen Trust at a good profit
over cost, simultaneously maximising our interest by securing extra value
for our buildings owned on the Pollen Estate.
For the third successive year, the occupancy level of the portfolio stood
at 99%, a continuing tribute to efficient management, and, as a consequence of
our determination to keep expenses to a minimum, once again administration
costs were among the lowest in the property sector. Nor, whilst concentrating
on the immediate enhancement of value, have we failed to lay down the
foundations for development in the future. Over the years, large sites,
particularly in the West End, have been carefully and subtly assembled,
and planning applications for several schemes have recently been
submitted; fuller details of these exciting prospects are provided in the
Operating Review.
And so to the year under review, my last in an executive capacity, where I
am pleased to report vintage figures and record results. Profits on
ordinary activities before tax, including a material contribution from
the sale of investment and trading properties, were £60.5 million and, with
earnings up 9% at 12.3p, the Board is recommending a final dividend of
6.375p, making a total of 9.5p for the year (1999: 9.25p). Net assets stood
at £1.1 billion, equating to 316p per share, an increase of 12%, and, when
added to the dividend, the total return for the year amounted to 15%.
CB Hillier Parker have been instructed to undertake a full valuation of
the portfolio as at 30th September 2000 for inclusion in the interim results.
There have been a number of changes in the composition and duties of the
Board. Having been an executive director for over 31 years and in the
saddle as Managing Director and Chairman for 14 of them, I personally took
the decision that, with the strategy in place for a slimmed down Great
Portland, it was an appropriate time for me to hand over the reins and the
day to day running of the Company. On 1st April, therefore, I became
non-executive Chairman, with Patrick Hall and Peter Shaw assuming the roles
of joint Managing Directors. Patrick, who has been in direct control of
acquisitions and sales since joining in 1991, became Deputy Managing Director
in 1994, the same year in which Peter, who has been responsible for shopping
centres and our properties outside the M25, became an executive Director.
They have an intimate working knowledge of the portfolio and, with their
complementary skills, the Board is confident that they provide a first-class
combination to lead the Company into its next phase.
John Edgcumbe, as previously announced, was appointed a non-executive
director last August and David Godwin will become Deputy Chairman on the
retirement of Roger Payton at the Annual General Meeting in July. Roger
has been Deputy Chairman since 1990 and, on behalf of shareholders, I would
like to take this opportunity of expressing our appreciation of his
contribution over that time. He has been readily available for
consultation, and his independent counsel has proved invaluable over a period
of considerable transition. As always, my co-directors have been
tremendously supportive but I must reserve a special 'thank you' to all
the staff for their hard work and enthusiasm during challenging times from
a personal point of view their demonstration of affection and
loyalty has been touching and far beyond the call of duty.
There has been much recent comment about the third increase in stamp duty
since this Government came to power in May 1997. Whilst it is a cheap
and easy stealth tax to collect, it makes the market less efficient and
more illiquid, and I fear that it may prove, at these levels, to start to
be a deterrent to investment and development. It was, therefore,
disappointing that our industry was so tardy in promulgating the argument
that commercial properties, which play such an important role in the
economic welfare of the country, should be 'decoupled' from an apparently
overheating residential market. In any event, shareholders should be aware
that the Chancellor's measures over the last three years have effectively
cost them at least 16p per share in net assets.
Whatever happened to the Millennium bug? The Government, despite its
dire warnings prior to the event, has been remarkably taciturn since 1st
January suffice it to say that, with much labour from our employees and
consultants but minimal cost to the Company, the crucial date passed
uneventfully. Or, as Horace expressed it so aptly just over 2000 years
ago 'parturient montes, nascetur ridiculus mus'.
Within the space of the last twelve months, dramatic progress has been made
in the restructuring of the Group. Our assets will be concentrated in the
key markets of central London, primarily in the West End, and specific
shopping centres, which are dominant in their catchment area. These are
markets in which favourable rental and capital growth can be anticipated,
providing excellent prospects for the future. Through this increased focus
our aim is to deliver greater shareholder value, in both the short and
medium term, and no property or category of properties will be sacrosanct
in the Board's determination to succeed in this endeavour.
OPERATING REVIEW
Before beginning our first Operating Review as Joint Managing Directors, it is
a fitting moment to acknowledge Richard Peskin's contribution to the Company
in his thirty-one years as an executive director, including the last
fourteen as Chairman and Managing Director. When Richard joined the Board
the Group's portfolio was valued at £39 million and generated a rent roll of
£2.3 million. Under his leadership it expanded through a major
development and investment programme in the late 1980s and was able,
therefore, to weather the recession in the London property market in the
early 1990s. On a personal note, it is a tribute to his management
style that he is held in such warm regard by his staff, and we look
forward to continuing to benefit from his wisdom and experience in his
new role.
OVERVIEW
In the year to 31st March 2000, a firm foundation was laid for the changes
to our business, formally announced to shareholders on 8th March this year
and presaged in the Chairman's Statement twelve months ago. Sales of more than
£105 million of non-core assets were the initial stage of a process which
should realise around £450 million and, coupled with investment of over £140
million in Central London and shopping centres, will increase the
proportion of our holdings in these sectors to some 65% and 23%
respectively. Above average returns are anticipated from this refocused
asset base, which is positioned to take advantage of strong Central London
market conditions and will provide a more concentrated, management-intensive
portfolio with greater opportunities to add shareholder value.
CB Hillier Parker's valuation of the core portfolio, after taking into
account capital expenditure and a further rise in stamp duty of 0.5%,
produced an increase of 7.8% the impact of the non-core properties
reduced the overall uplift to 4.7%.
The appreciation in book value in the year, together with surpluses realised
by sales, and net rental income, produced a total annual return of 14.1% on
the core portfolio, although this is reduced to 11.1% after taking into
account the effect of the valuation of the non-core properties.
The external valuation reflected a gross running yield of 6.4% on the
core portfolio and growth in rental value was a significant feature of
market movements in the year. The reversionary potential of the portfolio in
the next five years is £10.3 million, of which £9.9 million is attributable
to the core holdings, which will increase the running yield to 7.0%.
CENTRAL LONDON
The positive demand for real estate in Central London is demonstrated by
the valuation at 31st March 2000, particularly of our West End interests.
Rental value in that area has grown by 17.5%, resulting in capital
appreciation in excess of 15% market conditions are typified by a shortage
of supply, a tight planning regime and tenant demand from both established
industries and those of emergent technologies.
The newly refurbished 79 New Cavendish Street, W1 was let to Colt Telecom
at £1.3 million per annum, equivalent to approximately £36 per sq.ft., and
the pedestrianisation of Market Place, W1 in partnership with Westminster
City Council has enhanced the environment, and resulted in lettings of four
units totalling over 20,000 sq.ft. to achieve total rents of £490,000 per
annum.
Opportunities for major office development in the West End are rare, and
after some years of site assembly, we have submitted planning applications
for two major schemes to the north of Oxford Street totalling 424,000 sq.ft.
gross. The larger project, with frontages to Mortimer Street, Great
Titchfield Street and Wells Street, will comprise 250,000 sq.ft. of primarily
office and retail space. At 190 Great Portland Street, a companion
building to our successful 160 development is planned, and is designed to
provide 110,000 sq.ft. of offices and 34,000 sq.ft. of mixed retail and
restaurant accommodation. The combined value of these two medium-term schemes
would today be in the region of £200 million.
A smaller development close to Trafalgar Square at 22/25 Northumberland
Avenue, WC2 is also the subject of a planning application which, if granted,
will see a 45% increase in floor space on a site currently providing
18,500 sq.ft. of offices. The refurbishment of 28/29 Savile Row, W1,
acquired in August 1999 at a cost of £6 million, is nearing completion, with
both ground floor and basement already let to produce £186,000 per annum and
marketing of the balance of 9,000 sq.ft. of offices on the five upper floors
about to begin.
Since the acquisition of Ilex Limited in April 1997 we have sought to
maximise our investment in the Pollen Estate. A successful outcome was
achieved when, in April, we agreed terms to sell our 12.2% share in the trust
at a good profit, at the same time acquiring more valuable leasehold interests
in our four properties on the Estate.
Despite a positive valuation movement in our Midtown properties, there was
a fall of 3% in the value of the City and Holborn portfolio, which can mainly
be attributed to the three buildings in the Bishopsgate/Camomile Street
area. Whilst these properties, which represent 30% of our City and Holborn
holdings, individually have suffered as they approach lease expiries, they do
provide the potential for a major development in the medium-term which is
currently being evaluated.
An important addition to our Holborn holdings was the purchase in October
of Barnard's Inn, 83/86 Fetter Lane, EC4 for £36.4 million. Principally let to
MCI Worldcom at a current total annual income of £2.8 million, the
juxtaposition of the property with existing ownerships in Holborn, Fetter
Lane, Norwich Street and Dyers Buildings provides control over a site of
some 1.5 acres and total floor space of more than 260,000 sq.ft..
Our investment in King's Walk Shopping Mall, SW3 has also been extended
by acquisition and development. In February the opportunity was taken to
purchase an adjoining income-producing retail unit at 120 King's Road for
£4.4 million, and late last year planning consent was obtained to
construct ten flats in airspace to the rear of 122 King's Road using
innovative building techniques. These units are expected to be completed
in early 2001 with an end value of £5.75 million.
SHOPPING CENTRES
The Company's retail portfolio is now concentrated on our core in-town
shopping centres, where our strategy is to ensure that they dominate their
towns as the first choice for both the occupier and the shopper. We will
continue to extend, develop and refurbish them, where profitable, to ensure
they remain a central focus in their communities, and we will direct our
effort to those centres within the top 150 shopping towns in the
country, where we believe overall multiple demand will remain strong.
Internet sales and price deflation may affect retail profitability, but
the restrictive and lengthy planning process limits the supply of shopping
centres both in and out of town. The current strength of our centres is
demonstrated by voids of less than 1%, and continued demand, particularly from
'value' retailers requiring large units. Much of the UK's existing retail
stock is unsuitable for modern retail requirements, and we are actively
seeking opportunities to provide our customers, the retailers, with the space
they require, bringing into use otherwise unusable 'back space' through
innovative solutions for the mutual benefit of both the retailer and the
price conscious shopping public.
At 31st March 2000, the core shopping centres were valued at £344.7 million,
an uplift of 4.3% after new acquisitions of £63 million. The running yield on
this part of the portfolio was 6.4% and estimated rental values increased by
4.7%, or 6.1% per annum after adjusting for purchases held for less than the
full year. Applying the same adjustment to capital values, the centres
increased by 4.7%.
Queen's Arcade, Cardiff, which is physically fully integrated with the St.
David's Centre, continues to be the dominant enclosed shopping centre complex
in the Welsh capital. The scheme is actively promoted with our neighbouring
owners, and opportunities are being investigated to create additional
lettable units. Pedestrian flow continues to grow satisfactorily,
suggesting potential for an increase in rental values.
At the Harvey Centre, Harlow, two further acquisitions have been made during
the year to reinforce its dominant position in the town. The acquisition of
Harvey Approach was reported last year as a post year end event, and the
adjoining 89,000 sq.ft. Little Walk scheme was acquired in March for £17.9
million. The latter has scope to develop a 60,000 sq.ft. variety store
with completion estimated for early 2002, and brings our total retail
holding in Harlow to 560,000 sq.ft.. The milestone of a £100 per sq.ft.
zone A letting was reached in November and the Local Authority has invited us
to resubmit proposals for their Town Centre South site of 16.4 acres
which immediately adjoins the Harvey Centre.
At Charter Walk, Burnley our Curzon Square extension has been completed
with both of the anchor tenants, T J Hughes and Wilkinsons, now trading. In
November we acquired an additional block of property for £5.9 million,
comprising 23,000 sq.ft. and producing a current net income of £460,000 per
annum. We intend to integrate this block with our existing holding and
introduce a covered mall in the same attractive style as the refurbishment
completed in 1996. A further acquisition of the former 37,500 sq.ft. Co-Op
Living store was made for £2.6 million and is currently under development.
This will bring our total holding to 470,000 sq.ft., together with 741 car
parking spaces run to AA gold standard. Dominant centres of this type
have a significant bearing on the economic and social life of the local
community and it was with some pride, therefore, that in May we received
the Mayor's millennium prize for the most significant contribution to
Burnley over the last quarter century.
In December 1999, a conditional development agreement was signed with MAB for
a 397,000 sq.ft. retail and leisure scheme on High Wycombe's Western
Sector adjoining our Octagon Centre. Public facilities will include a new bus
station, additional car parking and a library, and tenants already committed
include a 100,000 sq.ft. House of Fraser department store and a nine screen
Warner Village Cinema. A three year development programme is envisaged
and the completed combined scheme of 570,000 sq.ft. is expected to raise
High Wycombe in the regional shopping hierarchy with concomitant increases
in rental levels. We are examining various opportunities to optimise our
involvement in the town.
In October, the 160,000 sq.ft., 44 unit Quedam Centre in Yeovil, with a
strong comparison shopping catchment of 140,000, was acquired for £39.7
million on an income of £2.6 million. Tenants include Boots, River Island,
Littlewoods, BHS and New Look, and there are a number of opportunities being
explored to enhance the investment both within the Centre and on immediately
adjoining land. It was acquired on the basis of a zone A of £62 per sq.ft.,
and two months after acquisition the previous highest rental was
exceeded, with £75 zone A being achieved on an open market letting.
The face-lift to complete weather protection to Union Square, Torquay
was finished in November in Bridgend, we are continuing discussions with the
Welsh Development Agency and the local authority, for a 140,000 sq.ft.
extension to the Rhiw Shopping Centre, and negotiations have begun for a
department store anchor.
OTHER DEVELOPMENTS
Detailed planning consent was granted in December for the 200,000 sq.ft.
in-town, multi-storey leisure complex, Sol Central in Northampton.
Following intensive archaeological investigations on this sensitive
Saxon site, construction work has started and completion is scheduled for
next summer. The ten screen cinema and 150 bed hotel are both let, and
terms have been agreed with occupiers of the nightclub and health and
fitness centre.
One investment outside Central London which is expected to generate
superior returns is the 72,000 sq.ft. warehouse at Frimley, Surrey, let
to Toshiba. Acquired in 1995 for £4 million, the building currently
produces £405,000 per annum from a lease expiring three years hence. The
prominent position of the 3.9 acre site on a highway interchange is ideally
suited to office development in an area of the South East where demand from
high technology users is especially strong. Planning consent has been
obtained for 81,500 sq.ft. of offices with 475 car spaces, and development is
expected to begin in 2003, with an end value of over £27 million.
PORTFOLIO RATIONALISATION
At this time last year, the Chairman declared our intention to dispose of
at least £150 million of non-core assets over the ensuing two years,
whilst increasing the concentration in Central London and specific shopping
centres. During the year, the Board took the decision to widen and
accelerate the rationalisation programme, and by autumn 2000, we anticipate
net proceeds of some £450 million from the sale of these properties, of
which £115 million has already been received or exchanged. The overall impact
of the programme will be to realise a small loss, before costs, of less than
4% on March 1999 values for the non-core portfolio.
PROSPECTS
A great deal was achieved in the year under review, and the first full
financial year of the new Millennium will be no less active. The radical
initiatives which have been taken to enhance materially shareholder
value will create a concentrated investment portfolio expected to produce
above average returns and bring forward some exceptional development
opportunities.
The restructured portfolio will initially comprise some 88 properties valued
at £1.5 billion, increasing the average lot size from £7 million four years
ago to approximately £17 million.
We fully recognise the challenges which we face, and will be tackling
them vigorously to take the Company forward to the next phase of its
evolution.
FINANCIAL REVIEW
Profit after tax, excluding profit on sale of investment properties,
increased from £40.6 million to £41.4 million.
RESULTS
Profit on ordinary activities after tax, excluding profit on sale of
investment properties, increased from £40.6 million to £41.4 million in the
year to 31st March 2000, and corresponding earnings per share rose from
10.8p to 11.1p. A final dividend of 6.375p has been proposed, making a total
for the year of 9.5p (1999: 9.25p).
Rent receivable rose by £4.5 million, or 4%, to £119.8 million. The
increase comprised £3.1 million from acquisitions made this year and £2.2
million from those of the year before, £4.6 million was provided by
new lettings and renewals, and £2.4 million by rent reviews against these
increases, property disposals caused a fall in rental income of £4.0
million, and expiries £3.8 million. Properties earmarked for disposal in
the year to March 2001 contributed rental income of £29.0 million in 2000,
but the extent to which that income is lost in the new year will be dependent
upon the timing of the sales.
Property costs and administration expenses of £8.0 million were in line
with last year, but in 2001 will include an exceptional cost, associated
with the current capital reduction exercise, of some £2.5 million. Trading
profits of £1.0 million were made on the disposal of £4.1 million of High
Street shops, leaving only a development of residential flats within our
trading portfolio, the sale of which is expected within the next eighteen
months. Profits on the sale of investment properties of £4.7 million were
generated from disposals of £101.4 million, representing a gain over 1999
values of 4.6%, after costs.
Higher borrowings during the course of the year financing net
capital expenditure left net interest payable slightly higher in 2000 at
£55.0 million (1999: £51.7 million). The early redemption of the 9.5%
Convertible Unsecured Loan Stock 2002 on 1st June 2000 will incur an
exceptional loss of £5.0 million on the face of the profit and loss account
in the year to 31st March 2001, but will provide interest savings of £3.2
million in the subsequent two and a half years. In accordance with the
Group's accounting policy, no interest was capitalised into the cost of
developments in 2000, and operating profit covered net interest 2.0 times
(1999 2.1 times).
The effective rate of tax of 23.7% was distorted by the profit on sale of
investment properties on an adjusted basis it was 25.7%, which was less than
the standard rate of corporation tax due primarily to the benefit of capital
allowances available on plant and equipment within the investment property
portfolio. A final dividend will be paid, subject to shareholders approval,
on 21st July 2000 to shareholders on the register at 16th June the total
dividend for the year of 9.5p (1999: 9.25p) was covered 1.2 times by adjusted
earnings (1999: 1.2 times). Following the capital reduction, as detailed
below, the Company is proposing to consolidate the number of its shares in
issue in order to maintain direct comparability of the share price, earnings
per share and dividends per share after the capital reduction.
FINANCING
There was virtually no change in the Company's gross debt at the year end and,
as the vast majority of borrowings were at fixed rates, the weighted average
cost of debt has remained unchanged at 8.3%. Gearing at 31st March 2000 was
60% (1999: 55%), net of cash balances of £85.4 million, and the Group had in
place committed undrawn bank facilities of £40 million. Under FRS 13, the
market value of the Group's financial instruments at 31st March 2000 exceeded
the amount at which they were shown in the consolidated balance sheet by
£114.3 million, representing a potential reduction in net asset value per
share of 32p before tax, or 22p after tax. Such a valuation before tax
represents the fair value at which the financial instruments would be
recognised in the balance sheet of a company acquiring them on 31st March
2000, but does not reflect the significant premium which would be required to
be paid on their early redemption.
In a three day period in February 2000, we embarked on a share buy-back
programme, cancelling 5.5% of our equity at a cost of £38.4 million; the
immediate impact of the share buy-backs was to increase net asset value per
share by 6p and marginally to increase gearing and future earnings per share.
At the Extraordinary General Meeting held on 26th May 2000, the Company
received shareholder authority to buy in a further 15% of its issued share
capital, and will be seeking to renew that authority at the Annual General
Meeting in July.
On 1st June 2000, the Company redeemed its 9.5% Convertible Unsecured Loan
Stock 2002, and in March 2001, new interest rate swaps on borrowings of £150
million will become effective, reducing the cost of such borrowing from an
average rate of 8.63% to 6.28%. Accordingly, by 31st March 2001 the weighted
average cost of borrowing of the Group is due to fall to 7.8%. Following the
capital reduction and payment to shareholders of 80p per share, net gearing is
due to rise from its current level of 60% to 80%.
CASH FLOW
The Group Statement of Cash Flows is set out on page 44. Net cash from
operating activities, after the payment of interest and tax, was £45.4
million, of which £35.4 million was distributed by way of dividend. £87.4
million was withdrawn from short-term deposit to finance net capital
expenditure of £58.8 million, share buy-backs of £38.4 million and loan
redemptions of £3.5 million, leaving a reduction in the net cash position at
31st March 2000 of £3.3 million.
NET ASSETS
Shareholders' funds increased by £58.9 million to £1,127.8 million at 31st
March 2000. This movement comprised the revaluation of fixed assets of £85.7
million and retained reserves of £11.6 million, off-set by share buy-backs of
£38.4 million. There would be no liability to taxation on capital gains if the
investment properties were to be sold at their valuation at 31st March 2000,
and net asset value per share at that date was 316p, an increase of 12% over
283p twelve months earlier. Following the capital reduction and share
consolidation, pro forma net assets per share will rise to 393p.
PORTFOLIO
Following the completion of the current disposal programme of non-core
properties, the refined portfolio will comprise some 88 properties with an
average lot size of over £17 million (1999: £11 million) and containing around
1,340 tenants (1999: 1,070 tenants) contributing to a rent roll of £123
million (1999: £117 million).
ACCOUNTING STANDARDS
There have been two Accounting Standards, FRS 15 Tangible fixed assets and FRS
16 Current tax, which apply this year for the first time, but neither
materially affects the Group accounts. The Accounting Standards Board has,
however, issued a discussion paper which, in the fullness of time, may become
a Financial Reporting Standard. The paper, Leases: implementation of a new
approach, proposes a single method of accounting for all leases which is to
apply to tenants and landlords alike. From a tenant's point of view it makes a
great deal of sense, but to apply the same principles to a landlord would
imply that rental income is really interest on a finance lease of an asset
which has a residual value which ought to be shown separately from the
discounted stream of cash flows deriving from it. That may suit a piece of
machinery or equipment, but I doubt whether it sensibly describes the true
economic value of an investment property.
FINANCIAL INSTRUMENTS
The Group raises finance through equity and borrowings, and places surplus
cash on short-term deposit. The primary sources of borrowing are debenture
loans, convertible loans, and bank and other loans. The Group also enters into
interest rate swaps, collars and caps, but solely as a way of managing the
interest rate risks arising from some of the Group's sources of finance,
primarily bank loans.
The main risks arising from the Group's financial instruments are interest
rate risk, liquidity risk and credit risk. The policies for managing these are
reviewed by the Board, and have been in place throughout the year ended 31st
March 2000.
INTEREST RATE
Borrowings are made either at fixed rates of interest, or at floating rates,
which can be fixed simultaneously, and co-terminously, by means of interest
rate swaps. The Group's policy has been to ensure that most of its borrowings
were at fixed rates at 31st March 2000 99% of borrowings were at fixed rates
after taking account of interest rate swaps.
LIQUIDITY
The Group operates a long-term business, and its policy is to finance it
primarily with equity, and medium-term and long-term borrowings. Accordingly,
at the year-end 56% of the Group's borrowings were due to mature in more than
15 years. Short-term flexibility is achieved by cash balances and overdraft
facilities.
CREDIT
At 31st March 2000, the Group had £85.4 million on short-term deposit with
financial institutions. It is the Board's policy that deposits and derivative
contracts are placed only after consideration of the current credit worthiness
of the counter-party.
CAPITAL REDUCTION
The Company is in the process of implementing a capital reduction, details of
which were issued to shareholders on 18th April 2000. On 26th May,
shareholders approved the proposed capital reduction at General Meeting, and
on the same day holders of the 9.5% Convertible Unsecured Loan Stock 2002
voted in favour of its early redemption. On 1st June 2000, the loan stock was
duly redeemed in full. Following the disposal of the Group's non-core
properties, application will be made to the Court to reduce the Company's
issued share capital and share premium account in order to generate 80p per
share which will be distributed to shareholders. Simultaneously, the number of
shares in issue will be reduced in a three for five share consolidation, the
consequence of which will be an increase in pro forma net asset value per
share of 24% to 393p, and a rise in pro-forma net gearing to 80%.
GROUP PROFIT AND LOSS ACCOUNT
For the year ended 31st March 2000
2000 1999
NOTES £m £m
-------------------------------------------------------------------------
Rent receivable 2 119.8 115.3
Ground rents (2.0) (1.8)
--------- --------
Net rental income 117.8 113.5
Property and refurbishment costs 3 (3.5) (4.0)
Administration expenses 4 (4.5) (4.0)
--------- --------
109.8 105.5
Trading profits 1.0 1.3
--------- --------
Operating profit 110.8 106.8
Profit on sale of investment properties 4.7 2.2
--------- --------
Profit on ordinary activities before interest 115.5 109.0
Interest receivable 6 3.0 4.3
Interest payable 7 (58.0) (56.0)
--------- --------
Profit on ordinary activities before taxation 60.5 57.3
Tax on profit on ordinary activities 8 (14.4) (14.5)
--------- --------
Profit on ordinary activities after taxation 46.1 42.8
Dividends 9 (34.5) (34.9)
--------- --------
Retained profit for the year 11.6 7.9
Earnings per share - basic 10 12.3p 11.3p
--------- --------
Earnings per share - adjusted 10 11.1p 10.8p
--------- --------
A statement of the movement on reserves is given in note 22
GROUP BALANCE SHEET
As at 31st March 2000
2000 1999
NOTES £m £m
-------------------------------------------------------------------------
Tangible fixed assets
Investment properties 11 1,845.0 1,713.6
Investments 13 14.9 11.7
--------- --------
1,859.9 1,725.3
--------- --------
Current assets
Stock of trading properties 1.4 3.4
Debtors 14 21.6 9.6
Cash at bank and short-term deposits 85.4 174.6
--------- --------
108.4 187.6
Creditors: amounts falling due within one year 15 79.1 79.0
--------- --------
Net current assets 29.3 108.6
--------- --------
Total assets less current liabilities 1,889.2 1,833.9
--------- --------
Creditors: amounts falling due after
more than one year
Debenture loans 16 454.1 456.0
Convertible loans 17 109.6 110.9
Bank and other loans 18 197.7 198.1
--------- --------
761.4 765.0
--------- --------
1,127.8 1,068.9
--------- --------
Capital and reserves
Called up share capital 20 178.4 188.7
Share premium account 21 238.4 238.4
Revaluation reserve 22 607.3 556.1
Other reserves 22 19.3 61.7
Profit and loss account 22 84.4 24.0
--------- --------
Equity shareholders' funds 1,127.8 1,068.9
--------- --------
GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
For the year ended 31st March 2000
2000 1999
£m £m
-------------------------------------------------------------------------
Profit for the year 46.1 42.8
Unrealised surplus on revaluation of fixed assets 85.7 73.7
--------- --------
Total recognised gains and losses for the year 131.8 116.5
--------- --------
GROUP STATEMENT OF CASH FLOWS
For the year ended 31st March 2000
2000 2000 1999 1999
£m £m £m £m
-------------------------------------------------------------------------
Net cash inflow from
operating activities 112.7 112.4
Returns on investments and servicing
of finance
Interest received 3.5 4.2
Interest paid (57.8) (56.3)
--------- --------
Net cash outflow from returns on
investments and servicing of finance (54.3) (52.1)
Corporation tax paid (13.0) (12.2)
Capital expenditure
Payments to acquire investment
properties (144.7) (78.4)
Receipts from sales of investment
properties 86.4 22.2
Payments to acquire investments (0.5) (0.3)
--------- --------
Net cash outflow from capital
expenditure (58.8) (56.5)
Equity dividends paid (35.4) (34.3)
--------- --------
Net cash outflow before use of liquid
resources and financing (48.8) (42.7)
Management of liquid resources
Cash withdrawn from/(placed on)
short-term deposit 87.4 (56.1)
Financing
Issue of debenture loan - 99.8
Drawdown of bank loans - 40.0
Purchase of shares (38.4) -
Redemption of loans (3.5) (38.8)
Cost of loan issues - (0.9)
--------- --------
Net cash (outflow)/inflow
from financing (41.9) 100.1
--------- --------
(Decrease)/increase in cash (3.3) 1.3
--------- --------
RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING
ACTIVITIES
2000 1999
£m £m
-------------------------------------------------------------------------
Operating profit 110.8 106.8
Decrease in stock of trading properties 2.0 2.1
(Increase)/decrease in debtors (1.3) 0.2
(Decrease)/increase in creditors 2.2 3.3
--------- --------
Net cash inflow from operating activities 112.7 112.4
--------- --------
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
2000 1999
£m £m
-------------------------------------------------------------------------
(Decrease)/increase in cash in the year (3.3) 1.3
Cash (withdrawn from)/placed on short-term deposit (87.4) 56.1
Cash inflow from increase in debt - (138.9)
Cash outflow from redemption of loans 3.5 38.8
--------- --------
Change in net debt arising from cash flows (87.2) (42.7)
Other non-cash movement 0.2 0.3
--------- --------
Movement in net debt in the year (87.0) (42.4)
Net debt at 1st April 1999 (590.5) (548.1)
--------- --------
Net debt at 31st March 2000 (677.5) (590.5)
--------- --------
ANALYSIS OF NET DEBT
At 1st April Cash Flow Non-Cash At 31st March
1999 Changes 2000
£m £m £m £m
Cash 1.8 (3.3) - (1.5)
Short-term deposits 172.8 (87.4) - 85.4
Debt due within one year (0.1) 0.1 - -
Debt due after one year (765.0) 3.4 0.2 (761.4)
-----------------------------------------------
(590.5) (87.2) 0.2 (677.5)
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MORE TO FOLLOW