23 May 2013
HELICAL BAR PLC
("Helical"/"Company"/"Group")
Preliminary Results
HELICAL'S SUCCESS - FROM EAST TO WEST
Financial Highlights
· Total Property Return up 31% to £35.9m (2012: £27.5m)
- Group's share of net rental income up 7% to £24.5m (2012: £22.9m)
- Development profits of £7.0m (2012: £0.7m)
- Net gain on sale and revaluation of investment properties of £4.4m (2012: £3.9m)
· Unleveraged return of property portfolio as measured by IPD of 8.6% compared to 3.9% for the benchmark index, Helical's highest return since 31 March 2007
· Total Shareholder Return of 28.4% in the year to 31 March 2013
· Profit before tax of £5.0m (2012: £7.4m)
· Adjusted diluted EPRA earnings per share of 8.2p (2012: 3.8p)
· Diluted EPRA net asset value per share up 5.6% to 264p (2012: 250p)
· Group's share of property portfolio £626m (2012: £573m)
· Ratio of net borrowings to value of property portfolio of 46% (2012: 49%)
· Cash and undrawn bank facilities of over £80m
· Final dividend proposed of 3.70p per share taking total dividends for the year to 5.55p (2012: 5.15p), up 8%
Operational Highlights
Investment Portfolio
· Investment portfolio valuationincluding capex, sales and purchases, increased by 1.3% (2.1% on a like-for-like basis) during the year, comparing favourably to the IPD monthly index which fell -1.7% over the same period
· Acquisition of 207-211 Old Street, London EC1, in joint venture with Crosstree for £60.8m
· Like-for-like rents up £377,000. Increase driven by new lettings (£1,484,000) and rental increases (£378,000), more than compensating for losses from administrations and breaks/expiries
· 70 new leases signed in the period, with 69% of rent retained at lease expiries and 86% retained at breaks
· Vacancy by floor area fell to 5.7% from 8.8% in March 2012
Development Programme
· Resolution to grant planning consent obtained at Brickfields, White City W12 for a c.1.5m sq ft mixed use scheme and contracts exchanged for the sale of the site
· Planning consent obtained at Barts Square, London EC1, for a 450,000 sq ft mixed use scheme
· 200,595 sq ft let at 200 Aldersgate, London EC1 since September 2012, increasing occupancy from 32% to 90%
· Fulham Wharf, London SW6 sold during the period crystallising our additional profit share
· Planning consent granted for a new 220,000 sq ft headquarters for Scottish Power in Glasgow
· Sales of £29.5m of non-income producing development sites, including the Milton retirement village site (£6.9m) and part of the Exeter retirement village site (£7.6m)
Retail Developments
· At Parkgate, Shirley, West Midlands an 80,000 sq ft Asda store is under construction and agreements reached to let 50% of the additional 78,000 sq ft retail/leisure
· We have eight other proposed retail schemes at Milton Keynes, Evesham, Truro, Nottingham, Ross-on-Wye, Kingswinford, Leicester and Birmingham
Poland
· Europa Centralna, Gliwice, a 66,300 sq m retail park and shopping centre, opened on 1 March 2013
· Scheme now 80% let to Tesco, H&M, Castorama, Sports Direct and others
Nigel McNair Scott, Chairman, commented:
"After a challenging five years, I believe we are on the cusp of returning to delivering outperformance. Looking forward, we will benefit from our rebalanced portfolio with a strong and growing income stream which we intend to increase significantly in the next year. In addition, our development portfolio is expected to deliver substantial profits and cash returns over the same period and in the following years. We look forward to these two elements of our business combining to generate strong returns and value on behalf of all our shareholders."
Michael Slade, Chief Executive, commented:
"Our path through the next three years becomes clearer by the day. We will maintain our high yielding investment portfolio and look to reinvest cash receipts from sales of our trading and development stock into accretive acquisitions with a strong emphasis on central London. I regard our successful investment in foodstore development and the retirement village business as valuable profit generators that sit beside our main focus on the opportunities we see in central London."
"Overseas equity continues to be a vital element in today's property market. It is not and never has been our role to compete to invest in prime stock, but rather to use our expertise to create prime investments for sale into a strong market. We are very confident that given the skills and experience we provide and the financial partners with whom we are involved, the next few years will see enhanced profits."
"We were delighted to announce the letting of 80,909 sq ft to FTI Consulting at 200 Aldersgate which triggers our entitlement to a profit share. In similar vein we have announced the sale of the White City project where we have acted as development partner on behalf of Aviva. Once this sale contract has been completed, we will be entitled to a profit share, the details of which we will be able to disclose at that time. We anticipate both the above transactions will create substantial profits to be recognised in the accounts for the year to 31 March 2014."
For further information, please contact:
Michael Slade (Chief Executive)
Tim Murphy (Finance Director)
Address: 11-15 Farm Street, London W1J 5RS
Website: www.helical.co.uk
Stephanie Highett/Dido Laurimore/Daniel O'Donnell
Financial Highlights
Adjusted Income Statement |
Notes |
Year To 31 March 2013 £m |
Year To 31 March 2012 £m |
|
Group's share of net rental income |
1 |
24.5 |
22.9 |
|
Development property profits |
|
7.0 |
0.7 |
|
Group's share of gain on sale and revaluation of investment properties |
2 |
4.4 |
3.9 |
|
Total property return |
|
35.9 |
27.5 |
|
|
|
|
|
|
Profit before tax |
|
5.0 |
7.4 |
|
EPRA earnings |
|
2.8 |
4.0 |
|
Earnings Per Share and Dividends
Basic earnings per share Diluted earnings per share |
3 3 |
pence
5.0 5.0 |
pence
6.5 6.5 |
|
Diluted EPRA earnings per share |
3 |
2.4 |
3.4 |
|
Adjusted diluted EPRA earnings per share |
|
8.2 |
3.8 |
|
Dividends per share paid in period |
|
5.25 |
4.90 |
|
|
|
|
|
|
|
|
At 31 March 2013 £m |
At 31 March 2012 £m |
|
Adjusted Balance Sheet |
|
|
|
|
|
|
|
|
|
See-through property portfolio |
|
626.4 |
572.7 |
|
|
|
|
|
|
See-through net borrowings |
|
286.3 |
280.0 |
|
|
|
|
|
|
Net assets |
|
253.8 |
253.7 |
|
|
|
|
|
|
Diluted EPRA Net Asset Value per share |
5 |
264p |
250p |
|
|
|
|
|
|
Ratio of see-through net borrowings to see-through property portfolio |
|
46% |
49% |
|
|
|
|
|
|
Net gearing |
6 |
113% |
110% |
|
|
|
|
|
|
Notes
1. Includes Group's share of net rental income of joint ventures of £4.9m (2012: £5.1m).
2. Includes Group's share of revaluation surpluses in joint ventures of £3.1m (2012: £0.6m).
3. Calculated in accordance with IAS 33 and the best practice recommendations of the European Public Real Estate Association ("EPRA").
4. Includes the trading and development stock surplus of £49.9m (31 March 2012: £34.5m), including in joint ventures.
5. Calculated in accordance with the best practice recommendations of EPRA.
6. Net gearing is the ratio of net borrowings, including the Group's share of net borrowings of joint ventures and held for sale investments, to net assets.
Chairman's Statement
Your Company has had a very good year against a backdrop of challenging, albeit improving, economic conditions. The total unleveraged return of its property portfolio, as measured by IPD, was 8.6%, the Company's best return since 31 March 2007, compared to the IPD Universe of March valued funds of 3.9%. Total property return increased by 31% to £35.9m (2012: £27.5m) and included growing net rents of £24.5m (up 7.0% from £22.9m in 2012) and development profits of £7.0m (2012: £0.7m). Diluted EPRA net asset value per share increased 5.6% to 264p (2012: 250p). Total Shareholder Return for the year to 31 March 2013 was 28.4%, compared to returns for the Listed Real Estate Sector of 21.8% and for the UK Equity Market as a whole of 16.8%. These results allow the Board to continue its progressive dividend policy and to recommend to shareholders a final dividend of 3.70p, taking the total for the year to 5.55p, an increase of 7.8%.
The year has seen many successes in the Company's investment portfolio and development programme. Asset management initiatives have driven the net income of the Group forward and, at 31 March 2013, passing net rents were £28.7m (2012: £25.9m). Our share of the surplus on revaluation of investment properties, including those held in joint ventures, was £6.8m (2012: £4.2m) and the investment portfolio is now valued at £407.0m (2012: £394.1m). On the development side we have delivered against many of the milestones set at the beginning of the financial year, most notably at 200 Aldersgate Street, London EC1, where we have as of today let 90% of the 348,000 sq ft refurbished office building (with a further 6% under offer), at our 1.5m sq ft development at Brickfields, White City where we have received planning consent and contracts have been exchanged for a sale of the site, and at our 450,000 sq ft redevelopment of Barts Square, London EC1, where we have received a resolution to grant planning consent.
Despite frequent commentary that banks are not lending enough to the private sector, there is clearly an appetite amongst banks to lend to well managed, profitable and stable public companies in the real estate sector. We continue to enjoy excellent relationships with our banking partners with c. £290m of new or renewed facilities agreed since the beginning of 2012, extending our debt maturity to 3.3 years. With interest rates continuing at historic lows, we have been able to ensure that we are adequately protected against future interest rate rises, thereby securing growing income surpluses, strong cash flows and good interest cover.
During the year we consulted with shareholders on a proposed new annual bonus scheme, designed to codify the existing discretionary scheme, rewarding participants based on the results of the business and seeking greater alignment of executive remuneration with shareholders' interests. The resulting bonus scheme, incorporating the feedback received from shareholders holding more than 50% of our share register, was approved by over 95% of shareholders who voted at the 2012 AGM. I am delighted this year's results have allowed participants in the scheme to receive bonuses in the form of cash payments and deferred shares.
Consultation with shareholders was also undertaken with regard to changes to the Board during the year. Richard Gillingwater, Senior Independent Director, and Richard Grant, Audit Committee Chairman, joined as independent non-executive directors and I welcome both of them to the Board. I congratulate my former deputy, Tim Murphy, who replaced me as Finance Director when I became Chairman, having served as Finance Director for the last 25 years. Our former Chairman, Giles Weaver, served with distinction during his time on the Board and I would like to thank him as well as Antony Beevor and Wilf Weeks, who have also retired, for their invaluable contributions to the Board and its Committees.
After a challenging five years, I believe we are on the cusp of returning to delivering outperformance. Looking forward, we will benefit from a rebalanced portfolio with a strong and growing income stream which we intend to increase significantly in the next year. In addition, our development portfolio is expected to deliver substantial profits and cash returns over the same period and in the following years. We look forward to these two elements of our business combining to generate strong returns and value on behalf of all our shareholders.
Nigel McNair Scott
Chairman
23 May 2013
Chief Executive's Statement
Helical's strategy
It is worth restating the Company's strategy to re-emphasise our focus and differentiate ourselves from our peer group. We are a property investment and development company whose objective is to maximise shareholder returns by driving income, repositioning assets to deliver capital growth and generating substantial development gains employing limited amounts of our own equity. This simple strategy is once again starting to bear fruit and deliver industry outperformance.
• Our investment portfolio includes high yielding multi-let retail located throughout the UK and offices in central London. Through intensive property management we have been able to grow income and enhance capital values. An analysis of the properties we hold demonstrates how we have managed to circumvent the well documented pitfalls in the UK's retail sector to maintain positive rental returns. We can now look forward to capital growth for good quality secondary stock as those investors seeking better yields now move up the risk curve. The balance of our investment portfolio has increased its weighting towards central London office investments where we have concentrated our efforts over the last two years and where our main focus now lies.
• Having created stable positive income returns the Company is now able to progress with a number of new developments and refurbishments where by carrying out land assembly, planning and in some cases securing pre-letting or pre-funding, we can create significant returns with little capital or balance-sheet exposure. It should be noted that projects at 200 Aldersgate EC1, in partnership with the Deutsche Pfandbriefbank, and the Brickfields, White City W12 development, acting as development partner with Aviva Investors, have involved limited use of your Company's capital. We shall remain focussed on central London schemes for the length of the current market cycle.
• In previous reports I have referred to Helical Retail's success in securing a number of foodstore-led developments throughout the Midlands and the South East. Acting with our long standing partners at Oswin Developments, we have now optioned or have exclusivity over eight projects with further deals in the pipeline. Despite recent reports of retrenchment by the major foodstore companies, our outstanding relationships and reputation have enabled us to obtain sites in those areas still under-serviced and in demand from foodstore retailers. The projects will be pre-sold to investment partners.
• It would be wrong not to acknowledge our position as one of the UK's leading developers of retirement villages. These take the form of 150+ units set around a clubhouse in parkland settings for sale to those over 55 years of age. With the benefit of advantageous bank facilities, we have embarked on three new projects comprising of 467 units on sites near Horsham in Sussex, Stratford-upon-Avon in Warwickshire and Exeter in Devon. Success at Liphook (151 units), despite the challenges of the last five years, gives us the encouragement to continue with this specialist sector in partnership with Urban Renaissance Villages.
• We remain grateful to our supportive bankers who have proved ever-willing to respond positively and quickly to requests we put to them. This enables us to be quick to take advantage of opportunities that arise. You will note that we have successfully increased our banking facilities during the year, extending their maturity dates. This process will continue and we will look to further extend and diversify our sources of funding.
Our Market
Our path through the next three years becomes clearer by the day. We will maintain our high yielding investment portfolio and look to reinvest cash receipts from sales of our trading and development stock into accretive acquisitions with a strong emphasis on central London. I regard our successful investment in foodstore development and the retirement village business as valuable profit generators that sit beside our main focus on the opportunities we see in central London.
Overseas equity continues to be a vital element in today's property market. It is not and never has been our role to compete to invest in prime stock, but rather to use our expertise to create prime investments for sale into a strong market. We are confident that given the skills and experience we provide and the financial partners with whom we are involved, the next few years will see enhanced profits.
We believe that our market is now moving out of recession, albeit slowly. Much of the potential overhaul of bad bank debt is being taken out by globally financed debt acquisitions and vast sums of 'equity' continue to seek to invest in the UK, safe in the knowledge that we enjoy the 'rule of law' and a steady state economy.
Helical's Progress
We were delighted to announce last week the letting of 80,909 sq ft to FTI Consulting at 200 Aldersgate which triggers our entitlement to a profit share. In similar vein we have announced the sale of the Brickfields, White City project where we have acted as development partner on behalf of Aviva. Once this sale contract has been completed, we will be entitled to a profit share, the details of which we will be able to disclose at that time. We anticipate both the above transactions will create substantial profits to be recognised in the accounts for the year to 31 March 2014.
At Mitre Square, EC3, we have commenced demolition and, following granting of planning consent at Barts Square, EC1, we are preparing for development in January 2015. We are also hopeful of submitting a planning application in July for the Hammersmith Town Hall project in partnership with Grainger, and anticipate consent for our major refurbishment at 207-211 Old Street at "Silicon Roundabout" prior to the end of the year.
As has already been announced we have completed our major Polish retail development at Gliwice where we maintain a 50% interest with a pre-agreed take-out in approximately 18 months' time by our partner, clients of Standard Life.
Summary
Happily the 'Helical Model' is alive and well. My thanks to the Helical team, our investment partners, our bankers, the many property agents and corporate advisors with whom we have the pleasure of dealing with day to day. Last but by no means least, our thanks to you, our shareholders, for your support.
Michael Slade,
Chief Executive
23 May 2013
Strategy and Performance
Investment strategy
The investment portfolio, which is mainly let and income producing, has two main purposes:
• To provide a steady income stream to cover overheads, dividends and interest;
• To produce above average capital growth over the cycle to contribute to growth in the Group's net asset value.
We seek to achieve these aims through the careful, disciplined selection of properties, generally comprising multi-let offices in London, shopping centres, industrial estates and mixed-use portfolios. Our key aim, when undertaking this selection process, is to seek to ensure that there is sustainable demand from potential occupiers for all of our assets.
We frequently refurbish and/or extend our properties. We also work closely with tenants with the aim of maintaining maximum occupancy in our portfolio properties. Our relationships with these tenants can lead to opportunities to increase value through re-gearing leases or moving tenants within a building as their respective businesses expand or contract.
Additionally, we may purchase entirely vacant buildings (such as the Morgan Quarter, Cardiff or Shepherds Building, London W14) with a view to carrying out a major refurbishment and, where we are confident that the occupational market is strong enough to allow the majority of the building to be let quickly.
Development strategy
We employ a wide variety of approaches to our development activities. The Group aims to limit the amount of equity that it deploys into development situations through a variety of different structures which are explained below. These aim to maximise the Group's share of profits in a development by leveraging the capital employed by the Group and with a view to managing the risks inherent in the development process.
• Participation in profit share situations where no equity investment is required, where we will seek to minimise our ongoing fee to maximise our profit share so that our interests are completely aligned with our partners. In this way, for minimal equity commitments, we can benefit from a significant profit share if we contribute to a project's success by using our skills and experience through the entire development process. This participation method was used in connection with our investments in the Fulham Wharf and 200 Aldersgate developments.
• Reduce up-front equity required by entering into conditional contracts or options. We have used this approach in the context of our Mitre Square development (where Helical has entered into conditional contracts) and our foodstore-led supermarket development programme (where land is optioned or put under contract conditional on achieving planning permission and pre-let to a supermarket operator) thereby mitigating the risks of the developments.
• Co-investment alongside a larger partner where we have a minority equity stake, where we will typically receive a "waterfall" payment subject to certain conditions being met. Such waterfall payments tend to be structured in a manner whereby we receive a greater profit share than our percentage investment depending upon the success of the project. This investment method is used in our investments in the Barts Square, Old Street and White City developments.
• Traditional forward funding, where the cost of the development overrun is one to be borne by the developer for a commensurate profit participation. In such a case, we have no equity in the property but underwrite a maximum build cost and which bears the risk of costs being in excess of an agreed maximum construction price.
Our risk strategy
Risk is an integral part of any Group's business activities and Helical's ability to identify, assess, monitor and manage each risk to which it is exposed is fundamental to its financial stability, current and future financial performance and reputation. As well as seeing changes in our internal and external environment as potential risks, we also see them as being opportunities which can drive performance.
Risk management starts at Board level where the Directors set the overall risk appetite of the Group and the individual risk policies. These risk policies are the framework used by Helical's management to run the business. Part of management's role is to act within these policies and to report to the Board on how these policies are being operated.
The Group's risk appetite and specific risk policies are continually assessed by the Board to ensure that they are appropriate and consistent with the Group's overall strategy and the external market conditions. The effectiveness of the Group's risk management strategy is reviewed annually by the Directors.
The risks faced by the Group do not change significantly from year to year but their importance and the Group's response to them vary in accordance with the changes in the internal and external environment. The Board considers not only the current situation but also potential future scenarios and how these might impact our business when setting the Group's policies.
Helical sees its principal uncertainties as falling within the following categories:
· Market risks are risks specific to the economy as a whole and to the property sector. These include the UK economy falling in to recession again and falling property prices.
· Strategic risk includes the risk that Helical's business strategy or capital structure results in the Group underperforming the rest of the property sector, or being unable to take advantage of opportunities that may arise. Helical's strategy is regularly discussed by the Board to ensure that it is appropriate.
· Helical is also subject to a number of financial risks due to the way it is funded. These include the risk that interest rates rise, the risk that Helical does not have ability to access cash as it is required and the risk that the Group's lenders no longer wish to offer loans to it. These risks are carefully managed by arranging debt repayment dates to spread the maturity profile of bank loans over several years, seeking medium to long term debt, limiting the impact of potential interest rate rises through the use of interest rate swaps and caps, ensuring the availability of resources through the preparation of detailed medium and long term cash forecasts, retaining a significant level of cash or undrawn committed bank facilities and ensuring strong relationships are maintained with all the major real estate lenders.
· Helical's continued success is reliant on our management and staff and successful relationships with our joint venture partners. People risks include the inability of Helical to find the right personnel to carry out our strategy. The retention and incentivisation of our staff is of great importance to Helical and executive remuneration packages are designed to attract, motivate and retain directors of the calibre necessary to maintain the Group's position as a market leader and to reward them for enhancing shareholder value and returns. We insist that our employees and joint venture partners act with both ethical and health & safety considerations at the forefront of their decision making processes.
· The Group derives a significant part of its results from development activity. Development profits are more likely to be subject to fluctuation due to external factors as they are more opportunistic in nature. Development risks include: changes in planning legislation, difficulty in managing current developments and a scarcity in future development opportunities. Helical has an experienced development team with an excellent track record and a well established network of joint venture partners, contractors and professional advisors. Helical has no set formula for managing its developments and delivers development projects through a variety of means including using our own capital, bringing in joint venture partners and forward funding development projects.
The Board has ultimate responsibility for risk within the business. However, the small size of our team and our flat management structure allows the Executive Directors to have close contact with all aspects of the business and allows us to ensure that the identification and management of risks and opportunities is part of the mindset of all decision makers at Helical.
A more detailed analysis of these risks and what steps the Group takes to mitigate these risks can be found in appendix IlI.
Performance
A property company's share price should reflect growth in net assets per share. Our Group's main objective is to maximise growth in assets from increases in investment portfolio values and from retained earnings from other property related activities.
Key performance indicators and benchmarks
We incentivise management to outperform the Group's competitors by setting the right levels for performance indicators against which rewards are measured. We also design our remuneration packages to align management's interests with shareholders' aspirations. Key to this is the monitoring and reporting against identifiable performance targets and benchmarks. For a number of years we have reported on these, the most important of which are:
Investment Property Databank
The Investment Property Databank ("IPD") produces a number of independent benchmarks of property returns which are regarded as
the main industry indices.
IPD has compared the ungeared performance of Helical's total property portfolio against that of portfolios within IPD for the last 20 years. The Group's annual performance target is to exceed the top quartile of the IPD database. Helical's ungeared performance for the year to 31 March 2013 was 8.6% (2012: 5.6%) compared to the IPD median benchmark of 3.9% (2012: 6.4%) and upper quartile benchmark of 4.7% (2012: 7.0%).
The three years to 31 March 2013 was a period during which the Group continued to transform its property holdings and this has had an impact on performance in that period. However, over five, ten and twenty years the Group's property portfolio has consistently outperformed the IPD benchmark.
Net asset value
Net asset value per share represents the share of net assets attributable to each ordinary share. Whilst the basic and diluted net asset per share calculations provide a guide to performance, the property industry prefers to use an adjusted diluted net asset per share. The adjustments necessary to arrive at this figure are shown in note 29 to these results.
Management is incentivised to exceed 15% p.a. growth in net asset value per share. The diluted net asset value per share, excluding trading stock surplus, at 31 March 2013 was 217p (2012: 217p).
Including the surplus on valuation of trading and development stock, the diluted EPRA net asset value per share at 31 March 2013 was 264p (2012: 250p). Diluted EPRA triple net asset value per share was 259p (2012: 246p).
Other key performance indicators include:
• a surplus of net rental income over finance costs, overheads
and dividends;
• staff retention and average length of service; and
• inclusion in the FTSE4Good Index.
Helical at a Glance
Trading and development portfolio (Helical's share)
Project Type |
Book Value £m |
Fair Value £m |
Surplus £m |
% of Development Portfolio (fair value) |
Office |
15.6 |
27.3 |
11.7 |
12.44 |
Retail |
22.3 |
23.6 |
1.3 |
10.75 |
Industrial |
1.4 |
1.4 |
- |
0.64 |
Mixed Use |
5.0 |
22.4 |
17.4 |
10.19 |
Change of Use |
4.6 |
6.8 |
2.2 |
3.11 |
Retirement Villages |
55.3 |
72.6 |
17.3 |
33.07 |
Poland |
65.4 |
65.4 |
- |
29.80 |
Total |
169.6 |
219.5 |
49.9 |
100.00 |
Note: the table above includes the Group's share of development properties held in joint ventures.
Helical Bar portfolio unleveraged returns to March 2013
|
1 yr %pa |
3 yrs %pa |
5 yrs %pa |
10 yrs %pa |
20 yrs %pa |
Helical |
8.6 |
5.6 |
3.7 |
10.8 |
14.4 |
IPD |
3.9 |
7.2 |
1.5 |
6.1 |
8.9 |
Helical's Percentile Rank |
5 |
61 |
12 |
1 |
1 |
Source: Investment Property Databank.
Total Gross Shareholder Return
|
|
Performance measured over |
||||||
|
|
1 year Total return pa % |
3 years Total return pa % |
5 years Total return pa % |
10 years Total return pa % |
15 years Total return pa % |
20 years Total return pa % |
25 years Total return pa % |
Helical Bar plc |
1 |
28.4% |
-9.5% |
-7.1% |
9.1% |
9.2% |
14.7% |
10.0% |
UK Equity Market |
2 |
16.8% |
8.8% |
6.7% |
10.7% |
4.6% |
8.1% |
9.4% |
Listed Real Estate Sector Index |
3 |
21.8% |
9.8% |
-4.0% |
7.2% |
3.2% |
7.0% |
5.1% |
Direct Property - monthly data |
4 |
2.5% |
6.6% |
1.0% |
5.7% |
7.3% |
8.5% |
8.1% |
1 Growth over 1 year, 3 years etc to 31/03/13.
2 Growth in FTSE All-Share Return Index over 1 year, 3 years etc to 31/03/13.
3 Growth in FTSE 350 Real Estate Super Sector Return Index over 1 year, 3 years, 5 years and 10 years to 31/03/13. For data prior to 30 September 1999 FTSE All Share Real Estate Sector Index has been used.
4 Growth in Total Return of IPD UK Monthly Index (All Property) over 1 year, 3 years etc to 31/03/13.
Financial Review
Helical's business model
Helical aims to deliver market leading returns by acquiring high yielding investment properties, applying a rigorous approach to asset management and deploying limited equity into development situations which have the potential to be highly profitable. We have set a target balance between the income producing portfolio and non-income producing development stock of 75:25, and have an active asset management programme for the investment portfolio with a clear strategy of increasing net operating income. Risks associated with our development programme are mitigated through limited equity exposure, options, forward funding, conditional contracts and joint ventures with major UK and global institutions. Our aim is to have a stable platform with all recurring operational and finance costs and dividends fully covered by revenue streams from our investment portfolio, as supplemented by short term rental income from the development programme. Gearing is used on a tactical basis, being raised to accentuate property performance when property returns are judged to materially outperform the cost of debt.
Joint ventures
Increasingly, we are entering into joint ventures with partners who provide the majority of the equity for an acquisition, in return for accessing Helical's asset management or development expertise, thereby reducing Helical's financial risk but allowing exceptional returns to be made. We are bound by accounting convention to account for our share of the net results and net assets of joint ventures in limited detail in the income statement and balance sheet, as supplemented in the notes to the financial statements. In this review we have incorporated the separate components into a more detailed "See-through" analysis of our property portfolio and debt profile and the associated income streams and financing costs, to assist in providing a more comprehensive overview of the Group's activities.
European Public Real Estate Association ("EPRA")
The European Public Real Estate Association is a body which aims, through its best practice recommendations, to make the financial statements of public real estate companies clearer, more transparent and comparable across Europe. Earnings reported in the income statement as required under IFRS do not provide stakeholders with the most relevant information on the operating performance of the underlying property portfolio of real estate companies. A key measure of a company's operational performance and the extent to which its dividend payments to shareholders are underpinned by earnings is the level of recurring income arising from core operational activities. Unrealised changes in valuation, gains or losses on disposals of properties and certain other items do not necessarily provide an accurate picture of the company's underlying operational performance, and are, therefore, excluded from this measure.
Net asset value is a key performance measure used in the real estate industry. However, net asset value as reported in the financial statements under IFRS does not provide stakeholders with the most relevant information on the fair value of the assets and liabilities within an ongoing real estate investment company with a long term investment strategy. The objective of the EPRA NAV measure is to highlight the fair value of net assets on an ongoing, long-term basis. Assets and liabilities that are not expected to crystallise in normal circumstances such as the fair value of financial derivatives and deferred taxes on property valuation surpluses are therefore excluded. Similarly trading and development properties are adjusted to their fair value under EPRA's measure.
EPRA Earnings
Adjusted diluted EPRA Earnings per share, before performance related awards, increased by 116% to 8.2p per share (2012: 3.8p), reflecting increased development profits of £7.0m (2012: £0.7m) and the Group's share of net rental income of £24.5m (2012: £22.9m). After taking into account performance related bonuses and share awards of £6.8m (2012: £0.4m), EPRA Earnings per share reduced to 2.4p (2012: 3.4p).
|
|
|
EPRA Earnings |
31.03.13 £m |
31.03.12 £m |
Earnings as per note 12 |
5,867 |
7,575 |
Add: performance related awards |
6,828 |
415 |
Add: adjustments as per note 12 |
(3,023) |
(3,567) |
Adjusted EPRA Earnings |
9,672 |
4,423 |
Less: performance related awards |
(6,828) |
(415) |
EPRA Earnings |
2,844 |
4,008 |
Adjusted diluted EPRA Earnings per share |
8.2p |
3.8p |
Diluted EPRA Earnings Per Share |
2.4p |
3.4p |
EPRA Net Asset Value
Diluted EPRA net asset value per share increased by 5.6% to 264.0p per share (2012: 250.0p). This rise was principally due to an increase in the value of the property portfolio, including the surplus on valuation of the trading and development stock of £49.9m (2012: £34.5m) including our share of the surplus in the joint ventures.
EPRA Net Asset Value |
31.03.13 £m |
31.03.13 per share p |
31.03.12 £m |
31.03.12 per share p |
Diluted net asset value |
257,242 |
217 |
255,312 |
217 |
EPRA Adjustments for: |
|
|
|
|
Fair value of trading and development stock, including in joint ventures |
49,865 |
|
34,542 |
|
Fair value of financial instruments |
6,048 |
|
3,494 |
|
Deferred tax |
578 |
|
1,050 |
|
Diluted EPRA net asset value |
313,733 |
264 |
294,398 |
250 |
|
|
|
|
|
See-through net rental income and property overheads
Helical's share of the gross rental income, head rents payable and property overheads from property assets held in subsidiaries and in joint ventures are shown in the table below.
|
|
|
|
|
|
|
|
|
2009 £000 |
2010 £000 |
2011 £000 |
2012 £000 |
2013 £000 |
Gross rental income |
- subsidiaries |
20,781 |
18,881 |
18,590 |
23,058 |
25,816 |
|
- joint ventures |
197 |
1,106 |
5,531 |
6,645 |
6,193 |
Total gross rental income |
|
20,978 |
19,987 |
24,121 |
29,703 |
32,009 |
Rents payable |
- subsidiaries |
(12) |
(12) |
(24) |
(418) |
(342) |
|
- joint ventures |
(1) |
(406) |
(1,000) |
(848) |
(802) |
Property overheads |
- subsidiaries |
(2,394) |
(3,732) |
(3,662) |
(3,938) |
(5,186) |
|
- joint ventures |
- |
- |
(941) |
(737) |
(510) |
Net rental income attributable to profit share partner |
|
(693) |
(986) |
(717) |
(826) |
(710) |
See-through net rental income |
|
17,878 |
14,851 |
17,777 |
22,936 |
24,459 |
See-through net finance costs
Helical's share of the interest payable, finance charges, capitalised interest and interest receivable on bank borrowings and cash deposits in subsidiaries and in joint ventures are shown in the table below.
|
|
|
|
|
|
|
|
|
2009 £000 |
2010 £000 |
2011 £000 |
2012 £000 |
2013 £000 |
Interest payable on bank loans and overdrafts |
- subsidiaries |
15,890 |
10,956 |
9,690 |
10,808 |
10,445 |
|
- joint ventures |
16 |
492 |
1,704 |
2,223 |
2,269 |
Total interest payable on bank loans and overdrafts |
|
15,906 |
11,448 |
11,394 |
13,031 |
12,714 |
Other interest payable and similar charges |
- subsidiaries |
268 |
1,568 |
1,481 |
901 |
1,658 |
Interest capitalised |
- subsidiaries |
(6,855) |
(3,196) |
(4,179) |
(3,300) |
(2,526) |
Total finance costs |
|
9,319 |
9,820 |
8,696 |
10,632 |
11,846 |
Interest receivable and similar income |
- subsidiaries |
(2,082) |
(1,039) |
(652) |
(583) |
(887) |
|
- joint ventures |
(252) |
(2) |
(11) |
(12) |
(66) |
See-through net finance costs |
|
6,985 |
8,779 |
8,033 |
10,037 |
10,893 |
See-through property portfolio
Helical's share of the investment, trading and development property portfolio in subsidiaries and joint ventures are shown in the table below.
|
|
|
|
|
|
|
|
|
2009 £000 |
2010 £000 |
2011 £000 |
2012 £000 |
2013 £000 |
Investment property |
- subsidiaries |
241,287 |
219,901 |
271,876 |
326,876 |
312,026 |
|
- joint ventures |
- |
45,300 |
65,870 |
67,187 |
94,962 |
Total investment property |
|
241,287 |
265,201 |
337,746 |
394,063 |
406,988 |
Trading and development stock |
- subsidiaries |
210,415 |
182,576 |
147,542 |
99,741 |
92,874 |
|
- joint ventures |
13,761 |
14,346 |
14,434 |
44,324* |
76,698* |
Trading and development stock surplus |
- subsidiaries |
45,456 |
32,991 |
32,436 |
33,107 |
48,837 |
|
- joint ventures |
- |
- |
- |
1,435 |
1,028 |
Total trading and development stock |
|
269,632 |
229,913 |
194,412 |
178,607 |
219,437 |
See-through property portfolio |
|
510,919 |
495,114 |
532,158 |
572,670 |
626,425 |
*Trading and development stock of joint ventures includes the Group's share of development stock of Helical Sosnica Sp. Zoo (see note 16).
See-through net borrowings
Helical's share of borrowings and cash deposits in subsidiaries and joint ventures are shown in the table below.
|
|
|
|
|
|
|
|
|
2009 £000 |
2010 £000 |
2011 £000 |
2012 £000 |
2013 £000 |
In parent and subsidiaries |
- gross borrowings less than one year |
48,155 |
72,459 |
37,500 |
59,203 |
39,295 |
|
- gross borrowings more than one year |
249,297 |
170,229 |
199,917 |
203,992 |
220,446 |
|
Total |
297,452 |
242,688 |
237,417 |
263,195 |
259,741 |
In joint ventures |
- gross borrowings less than one year |
4,352 |
1,852 |
3,100 |
1,500 |
720 |
|
- gross borrowings more than one year |
1,292 |
27,900 |
36,936 |
54,342* |
72,509* |
|
Total |
5,644 |
29,752 |
40,036 |
55,842 |
73,229 |
In parent and subsidiaries |
Cash and cash equivalents |
(72,776) |
(39,800) |
(31,327) |
(35,411) |
(36,863) |
In joint ventures |
Cash and cash equivalents |
(2,094) |
(3,958) |
(4,138) |
(3,627) |
(9,793) |
See-through net borrowings |
|
228,226 |
228,682 |
242,078 |
279,999 |
286,314 |
*Gross borrowings in joint ventures include the Group's share of borrowings of Helical Sosnica Sp. Zoo (see note 16).
Income Statement
The main focus of the year was on targeting and working towards the many development milestones that were set in early 2012. Whilst these had little effect on the income statement for the year under review, they are expected to have a significant impact on the profitability of the Group in future years. Apart from these milestones, we continued to dispose of investment properties which had reached their short to medium term potential as well as selling those development sites that were surplus to our development plans. We added to our investment portfolio through a major acquisition with a new joint venture partner and continued towards the Group's stated target balance between the income producing property portfolio and non-income producing development stock of 75:25.
Rental income and property overheads
Gross rental income receivable by the Group in respect of wholly owned properties increased by 11.7% to £25.8m (2012: £23.1m), mainly reflecting the additions made towards the end of the previous financial year. The Group's share of gross rents receivable in joint ventures fell 6.0% to £6.2m (2012: £6.6m). The see-through gross rents totalled £32.0m, an increase of 7.8% on 2012. After taking account of head rents payable on those properties held on long leases, and the costs of managing the assets, void costs and the amortisation of annual letting costs, see-through net rents increased by 7.0% to £24.5m (2012: £22.9m). Bad debts from tenant administrations and failures remained low at 2.4% of gross rents (2012: 2.0%).
Development programme
Looking at the development programme, our success at Fulham Wharf, London SW6, enabled the Company to recognise further profits of £6.1m arising out of the development management agreement with Sainsbury's. At 200 Aldersgate Street, London EC1, the success in letting space enables us to recognise £1.0m of an additional management fee receivable due when the property is sold, when we expect further substantial profits to be recognised next year based on our post year end performance. In addition, we completed the sale of the remaining units at our industrial development at Stockport and sold two of the remaining industrial units at Ropemaker Park, Hailsham, at their book value of £5m. The retirement village development programme was financed with sales of our undeveloped retirement village site at Milton, Cambridge, part of the site at Millbrook Village, Exeter and continued sales of units at Bramshott Place, Liphook, generating over £24m of net sale proceeds during the year. These sales, together with development finance agreed with our banks, provide the funding for the completion of works at Bramshott Place, the commencement of construction at Durrants Village, Faygate, as well as financing enabling works at Great Alne and Exeter. Profits of £1.4m were generated from the sales at Bramshott Place.
Offsetting these profits we made a £0.8m provision against the carrying value of our fully let retail development at Wroclaw, Poland and have expensed the running costs of our Warsaw office, charging £1.7m in total from our Polish operations. Other provisions against stock totalled £0.7m (2012: £4.5m).
Share of results of joint ventures
As mentioned above, Helical has increasingly sought to acquire larger assets in joint venture with funds that provide the majority of the equity required to purchase the assets, whilst relying on the Group to provide the asset management or development expertise. These joint ventures include our share of the investment properties at Clyde Shopping Centre, Clydebank; Barts Square, London EC1 and 207-211 Old Street, London EC1, and our development schemes at Europa Centralna, Gliwice, Poland; Shirley Town Centre, West Midlands; Leisure Plaza, Milton Keynes and King Street, Hammersmith. Detailed analysis of the financial position of our share of these joint ventures is provided in note 16 to this report and the see-through analysis above. In the year under review, net rents of £4.9m (2012: £5.1m) were received, offset by net finance costs of £2.2m (2012: £2.2m). A gain on revaluation of the investment portfolio of £3.1m (2012: £0.6m), primarily arose in respect of Barts Square. Net of taxes, our joint ventures contributed £3.9m (2012: £2.5m).
Administration costs
Administration costs, before performance related awards, increased by 9%, from £7.4m to £8.1m, mainly arising from an average salary rise of 5% for UK employees of the Group.
Performance related share awards and bonus payments increased to £6.8m (2012: £0.4m) for the year. Of this amount, the £1.9m (2012: £0.03m) charge for share awards under the Performance Share Plan is expensed through the Income Statement but added back to shareholders funds through the Statement of Changes in Equity. The £4.1m accrual for bonus payments comprises £2.7m which will be paid in June 2013, £0.8m which will be carried forward to next year in accordance with the terms of the Annual Bonus Scheme 2012 and £0.6m which will be paid in deferred shares to be held for a minimum of three years. In addition, National Insurance of £0.6m has been accrued for.
|
2009 £000 |
2010 £000 |
2011 £000 |
2012 £000 |
2013 £000 |
Administration costs |
7,410 |
7,202 |
7,312 |
7,385 |
8,092 |
Share awards plus associated NIC |
342 |
1,478 |
(262) |
39 |
2,122 |
Directors and senior executives bonuses plus associated NIC |
338 |
- |
- |
376 |
4,706 |
Total |
8,090 |
8,680 |
7,050 |
7,800 |
14,920 |
Finance costs, finance income and derivative financial instruments
Interest payable on bank loans including our share of loans on assets held in joint ventures but before capitalised interest, fell to £12.7m (2012: £13.0m). Capitalised interest reduced from £3.3m to £2.5m reflecting the lower level of development stock held during the year. Other interest payable increased from £0.9m to £1.7m. As a consequence of these movements, total finance costs increased by £1.2m from £10.6m to £11.8m. Finance income earned on cash deposits increased to £0.9m (2012:£0.6m).
Derivative financial instruments have been valued on a mark to market basis and a charge of £2.6m (2012: £0.3m) has been recognised in the Income Statement.
Taxation
The deferred tax asset is principally derived from tax losses which the Group believe will be utilised against profits in the foreseeable future.
Investment portfolio
Sales of over £23m of investment assets, where our asset management initiatives were completed, provided funds, net of loan repayments, for the acquisition of our office refurbishment scheme in Old Street, London EC1, in joint venture with Crosstree, and for £5.1m of value enhancing capital expenditure on our investment portfolio. The sales of these investment assets generated a loss of £2.4m of which £0.6m represented transaction costs and £1.0m was in respect of our industrial estate at East Kilbride, which had suffered a number of tenant losses. The remaining assets were sold at c.98% of book value.
Helical acquired no new wholly owned investment properties during the year. The capital expenditure of £5.1m added to the revaluation surplus of £3.7m was more than offset by the book value of properties sold of £23.9m, thereby reducing the value of the wholly owned investment properties from £326.9m to £312.0m. In joint venture we purchased 207-211 Old Street, London EC1 and this purchase, together with our share of a valuation uplift on the investment properties held in joint venture of £3.1m, took the Group's share of the total investment portfolio, on a see-through basis, from £394.1m to £407.0m.
Debt and financial risk
The Group is well positioned to face the future with a sound financial base, having increased its income stream by replacing low growth assets with higher yielding retail properties, refinanced maturing debt with longer term bank facilities and reduced its exposure to any future interest rate rises by entering into new hedging instruments, taking advantage of current low interest rates. In addition, and with the backing of the major property lending banks, the Group has access to a number of new bank facilities which, when added to its cash balances, provides a level of liquidity and resources that enable it to deal with the current economic uncertainties and to continue to rebalance its portfolio through the acquisition of new income producing investment properties.
Debt profile at 31 March 2013 - excluding the effect of arrangement fees
|
|
|
|
|
|
|
|
|
Total Facility £000's |
Total Utilised £000's |
2014 £000's |
2015 £000's |
2016 £000's |
2017 £000's |
2018 £000's |
Investment facilities |
218,526 |
202,210 |
7,782 |
2,244 |
59,101 |
85,683 |
47,400 |
Development and site holding facilities |
66,620 |
51,092 |
23,120 |
9,306 |
4,660 |
14,006 |
- |
Short term working capital facilities |
10,972 |
9,132 |
9,132 |
- |
- |
- |
- |
|
296,118 |
262,434 |
40,034 |
11,550 |
63,761 |
99,689 |
47,400 |
Joint venture bank facilities |
83,504 |
73,321 |
720 |
13,953 |
58,648 |
- |
- |
Total see-through debt |
379,622 |
335,755 |
40,754 |
25,503 |
122,409 |
99,689 |
47,400 |
The Group arranges its bank borrowings to suit its investment and development intentions as follows:
Investment facilities
These are typically for four to five years, financing the Group's investment portfolio and a fully let retail development at Wroclaw in Poland with loan to value and income covenants. The value of the group's properties secured on these facilities at 31 March 2013 was £319,035,000 (2012: £330,251,000) with a corresponding loan to value of 63% (2012: 64%). Of the £7.8m due for repayment in the year to 31 March 2014, £6.2m has been refinanced and is now due for repayment in the year to 31 March 2017. The remaining amounts due in the two years to 31 March 2015 represent amortisation of loans during that period. The average maturity of the Group's investment facilities at 31 March 2013 was 3.6 years, extended to 4.1 years since that date. Since the year end £49.0m of debt, in three facilities maturing in the period to 31 March 2016, have been replaced by a £75m revolving credit facility, £49.3 drawn, repayable in the period to 31 March 2018.
Development and site holding facilities
These facilities finance the construction of the retirement villages at Bramshott Place, Liphook and Durrants Village, Horsham and the office development at The Hub, Glasgow. They also include site holding facilities at Exeter and Telford and fund the holding of the completed developments at Hedge End, Southampton and Ropemaker Park, Hailsham. Of the £23.1m due for repayment in the year to 31 March 2014, £6.0m has been refinanced into a five year facility and £10.1m is due for repayment in December 2013 and we shall look to enter into discussions with the relevant bank in the near future. We anticipate refinancing the remaining £7.0m in the near future. The average maturity of the Group's development and site holding facilities at 31 March 2013 was 1.9 years.
Short term working capital facilities
These facilities provide working capital for the Group and c. £3.0m has been repaid since the year end.
Joint venture bank facilities
As noted above we hold a number of investment and development properties in joint venture with third parties and include in the above table our share, in proportion to our economic interest, of the debt associated with each asset. Of the amount due to be repaid in the year to 31 March 2015, £11.7m is in respect of the investment holding facility for Barts Square, and timed for a potential redevelopment of the site. In the year to 31 March 2016, there are three facilities due to be repaid. In April 2015, our investment facility on the Clyde Shopping Centre, Clydebank, is repayable. In December 2015 we are due to repay the loan on 207-211 Old Street, London EC1, this repayment being timed to fit into plans for the refurbishment of the properties acquired in December 2012. The remaining debt repayable in this year relates to the development of the shopping centre and retail park at Europa Centralna, Gliwice. This development has been partly financed with a development facility due to convert into an investment facility, on satisfaction of a number of conditions precedent, by December 2013. At the option of the joint venture, the investment facility will be repayable within either three or five years. For the purposes of this debt maturity analysis we have assumed that all conditions precedent will be met and a term of three years is agreed with the bank. The average maturity of the Group's share of bank facilities in joint ventures at 31 March 2013 was 2.4 years.
Cash and cash flow
At 31 March 2013, the Group had over £80m (2012: £65m) of cash and agreed, undrawn, committed bank facilities including its share in joint ventures as well as £27m (2012: £16m) of uncharged property on which it could borrow funds.
Net borrowings and gearing
Net borrowings held by the Group have reduced during the year from £227.8m to £222.9m. Including the Group's share of net debt of its joint ventures the Group's share of total net debt has increased from £280.0m to £286.3m.
|
|
|
Net borrowings and gearing |
2012 |
2013 |
Net borrowings - Group |
£227.8m |
£222.9m |
Net borrowings - Including joint ventures |
£280.0m |
£286.3m |
Net assets |
£253.7m |
£253.8m |
Gearing - Group |
90% |
88% |
Gearing - Including joint ventures |
110% |
113% |
Hedging
At 31 March 2013 the Group had £135.6m (2012: £120.3m) of fixed rate debt with an average effective interest rate of 4.34% (2012: 4.80%) and £124.1m (2012: £142.9m) of floating rate debt with an average effective interest rate of 3.31 % (2012: 3.47%). In addition, the Group had £82m of interest rate caps at an average of 4.00% (2012: £125m at 4.70%). In the joint ventures, the Group's share of fixed rate debt was £27.5m (2012: £18.0m) with an average effective interest rate of 5.12% (2012: 5.20%), and £45.8m (2012: £37.8m) of floating rate debt with an effective rate of 3.76% (2012: 3.54%). In addition, the joint ventures benefited from £51.5m (2012: £49.0m) of interest rate caps at an average of 5.00% (2012: 5.00%).
Interest cover
In assessing the results of the Group for each financial year, Helical considers its interest cover as a measure of its performance and its ability to finance its annual interest payments from its net operating income, before revaluation gains or losses on the investment portfolio and net realisable provisions on the trading and development stock. In the year to 31 March 2013, this interest cover was 2.7 times (2012: 2.8 times).
|
2009 |
2010 |
2011 |
2012 |
2013 |
|
£000's |
£000's |
£000's |
£000's |
£000's |
See-through net rental income |
17,878 |
14,851 |
17,777 |
22,936 |
24,459 |
Trading profits/(losses) |
(514) |
(10) |
(367) |
- |
(1) |
Development profits before provisions |
15,040 |
8,748 |
(1,729) |
5,166 |
7,616 |
Gain/(loss) on sale of investment properties |
1,335 |
(4,909) |
4,842 |
(376) |
(2,388) |
Net operating income |
33,739 |
18,680 |
20,523 |
27,726 |
29,686 |
|
2009 |
2010 |
2011 |
2012 |
2013 |
|
£000's |
£000's |
£000's |
£000's |
£000's |
See-through net finance costs |
6,985 |
8,779 |
8,033 |
10,037 |
10,893 |
Interest cover |
4.8x |
2.1x |
2.6x |
2.8x |
2.7x |
Tim Murphy
Finance Director
23 May 2013
Investment Portfolio Overview
Our £407m investment portfolio provides income to cover all operational and finance costs and dividends. We have a strong focus on asset management, maximising net operating income and working closely with our tenants.
It is our aim to grow our investment portfolio from 71% now to 75% of our assets further increasing our net cash flow.
Our income stream is diverse and secure with no tenant accounting for more than 5.5% of the rent roll. Our average weighted unexpired lease term is 6.4 years.
The income stream has grown steadily since 2010 and is highly reversionary. The passing rent from our investment portfolio is £28.7m and the estimated rental value of our portfolio is £32.4m (Helical share). This reversionary income will be captured through letting vacant
units and rent reviews. Through judicious buying of under-rented buildings in growth areas, securing lettings and undertaking refurbishments, we aim to generate substantial capital growth in our property values.
Asset management
During the year contracted income increased by £0.38m.
There was significant activity within the investment portfolio with a lease event on nearly 300 leases.
We lost £0.75m of rent at lease end or break (2.5% rent roll) and a further £0.73m through tenant administrations (2.5% rent roll). Our biggest exposures to administrations were Clintons, Peacocks and JJB Sport. We did not have any units let to HMV, Jessops or Comet and only one each of Blockbuster and Dreams.
We concluded £1.48m of new lettings (5.3% rent roll) and benefitted from uplifts at rent reviews of £0.4m.
|
|
Rent lost at break/expiry |
-£0.75m |
Rent lost to administrations |
-£0.73m |
Rent reviews |
+£0.38m |
Lease renewals and new lettings |
+£1.48m |
Total change |
+£0.38m |
We also managed to substantially reduce the number of tenants that were holding over (in occupation beyond their lease expiry) from 57 tenants in March 2012 (3.6% rent roll) to 29 in March 2013 (1.1% of rent roll).
Overall we have seen good letting demand across the portfolio, reducing our vacancy rate from 8.8% (2012) to 5.7%. We have seen strong take up and rental growth in our London office portfolio and in particular in our retail holding in Cardiff. Across the portfolio we have seen ERV growth of 0.4%, with a marginal fall in the retail portfolio (-1.2%) being more than offset by our London offices (5.9%). Note that this occupancy and ERV analysis ignores Barts Square and Old Street, both of which have redevelopment opportunities.
Sales
Since March 2012 we have sold £50.8m of property (£83.2m year to March 2012). Our sales were fewer than in previous years principally because the majority of our non-income producing assets with limited growth prospects had already been sold.
Significant sales include £10.6m of units at our retirement village at Bramshott Place, Liphook and part of our site at Exeter for £7.6m. We also sold our retirement village site at Milton, Cambridgeshire, having achieved planning consent for open market housing, for £6.8m.
We sold the remainder of our industrial development site in Stockport for £4.5m bringing our joint venture with Chancerygate to a conclusion.
We also sold properties in East Kilbride for £4.8m, Ashford for £7.4m, Merlin Park, Manchester for £3.6m and Southwark for £6.5m.
Acquisitions
It has been a relatively quiet year for acquisitions with much focus on delivering value from the existing portfolio.
We did however acquire 207-211 Old Street in joint venture with Crosstree (Helical 33.3% interest) for £60.8m. A planning application for a major refurbishment and creation of extra floor area as well as significant public realm works will be submitted shortly. Whilst plans are being developed, we are benefiting from a 4.2% running yield.
Future Investment Acquisitions
The focus remains on London for future acquisitions albeit competition is strong. With continued efforts we are confident that we will be able to acquire reasonably priced assets with significant potential to add value through repositioning and refurbishment with the potential to increase rents. These assets are likely to be multi-let (or have the ability to be so) in the Central London village locations such as Hammersmith, Islington, Camden, Southwark and Shoreditch.
Investment Portfolio Statistics
The following refers to Helical's share of the investment portfolio.
Portfolio Yields
|
Initial Yield % |
Reversionary % |
Yield on Letting Voids % |
Equivalent Yield (AiA) % |
Industrial |
9.4 |
9.8 |
10.3 |
9.1 |
London Offices |
6.1 |
8.0 |
7.1 |
7.5 |
South East Offices |
8.3 |
8.5 |
8.3 |
8.5 |
Retail |
7.4 |
8.1 |
7.8 |
7.6 |
Total |
7.2 |
8.1 |
7.7 |
7.7 |
Valuation movements, portfolio weighting and changes to rental values
|
Weighting % |
Valuation Increase / (Decrease) % |
ERV change since Mar 2012 % |
Industrial |
3.0 |
-9.5 |
-0.4 |
London Offices |
35.5 |
4.9 |
5.9 |
South East Offices |
4.0 |
0.5 |
- |
Retail |
56.0 |
-0.3 |
-1.3 |
Other |
1.5 |
19.0 |
- |
Total |
100 |
1.3 |
0.4 |
Note includes sales, purchases and capex.
Capital values, vacancy rates and unexpired lease terms
|
Capital Value psf £ |
Vacancy rate by area % |
Average unexpired lease term (years) |
Industrial |
63 |
12.5 |
2.9 |
London Offices |
230 |
12.3 |
3.6 |
South East Offices |
209 |
- |
16.8 |
Retail |
133 |
3.0 |
7.1 |
Total portfolio |
163 |
5.7 |
6.4 |
Lease expires or tenant break options
|
2013 |
2014 |
2015 |
2016 |
2017 |
% of rent roll |
11.4 |
13.6 |
8.9 |
12.2 |
10.9 |
Number of leases |
104 |
107 |
66 |
66 |
68 |
Average rate per lease (£) |
32,600 |
37,800 |
40,000 |
54,916 |
47,600 |
In the year to March 2013 we retained 69% of tenants who had a lease expiry. 86% of tenants who had break options did not exercise their breaks. This compares favourably to the industry average of 41% and 52% respectively.
We have a strong rental income stream and a diverse tenant base with no single tenant accounting for more than 5.5% of the rent roll. The top 10 tenants account for 26.5% of the total rent roll and the tenants come from diverse industries.
Rank |
Tenant |
Tenant Industry |
% Rent Roll |
1 |
Endemol UK Ltd |
Media |
5.3% |
2 |
Barts and The London NHS Trust |
Government |
4.1% |
3 |
TK Maxx |
Retail |
4.1% |
5 |
Quotient Bioresearch Ltd |
Biotech |
3.2% |
4 |
Asda Stores Ltd |
Retail |
2.2% |
6 |
Argos |
Retail |
1.6% |
7 |
Fox International Channels |
Media |
1.6% |
8 |
AMEC Group Ltd |
Engineering |
1.5% |
9 |
Wickes Building Supplies Ltd |
Retail |
1.5% |
10 |
Metropolis Group |
Media |
1.4% |
Total |
|
|
26.5% |
Principal Investment Properties
Retail
Our strategy is to acquire multi-tenanted properties where there is significant opportunity to increase net operating income and capital values. In both our office and retail investments we acquire properties with rents which are low compared to equivalent buildings providing scope for rental growth and low total occupational costs. We spend a considerable amount of time talking to our tenants both prior to acquiring buildings, and during the course of our ownership to ensure that the space they occupy continues to be fit for their purpose. We continue to enjoy very strong cash on cash returns from many of our high yielding retail assets.
Corby Town Centre, Corby
This asset, comprising nearly 40 acres, is virtually the entirety of the commercial centre of Corby. It was acquired in 2011 and, since acquisition, 40 new leases or lease renewals have been concluded. Anchor tenants include Primark, TK Maxx, H&M, Argos and Wilkinsons. We enjoy cash on cash returns of 15.0% at Corby and through more than 40 new lettings and lease renewals have increased income since its acquisition.
The first phase of cosmetic refurbishment works has been completed, substantially improving the look and feel of the centre and driving strong letting interest.
Tenant performance remains good with both the Dreams and Blockbusters on the Oasis Retail Park being included in the package acquired by their respective new owners and remaining open for trade.
Significant projects are now planned to convert vacant upper parts of the town to residential with a planning application having been submitted for the first phase of these works.
The Morgan Quarter, Cardiff
Acquired empty in 2005 this asset was comprehensively refurbished and let to retailers including Urban Outfitters, TK Maxx and Molton Brown. During the year we let a unit to Jack Wills setting new zone A evidence of £175 psf. Since the opening of St Davids 2 in 2009, The Hayes has become one of Cardiff's principal retailing pitches. We have benefited from a number of new lettings and positive rent reviews increasing passing rent to £3.3m, continuing the progression towards an ERV of £4.2m. The rent reviews concluded in the year have shown a 25% rental growth from 2007 to 2012.
Clyde Shopping Centre, Clydebank
This asset, which comprises the majority of the town's retail offer, was acquired in 2010 in joint venture with a private investor. The Group has a 60 percent economic interest in the centre and undertakes all of the asset management activities. Since its acquisition, the rental income attributable to this asset has increased by 9% and more than 30 new lettings to tenants including The Post Office, Trespass, Watt Brothers and Poundworld have been concluded. Anchor tenants for the centre include Asda, BHS, Primark and Wilkinsons.
Otford Retail Park, Sevenoaks
The final lease renewal on this three unit retail park has been concluded with Carpetright meaning that all leases now have in excess of nine years term certain. This is the only retail park in Sevenoaks with an open A1 planning consent.
The Guineas, Newmarket
We have had strong tenant demand at our shopping centre in Newmarket and since the year end is now fully let for the first time in at least 10 years. The assignment of the Peacocks unit to Poundland has improved footfall and five other new lettings totalling £85,000 of rent have been concluded in the year.
Central London Offices
207-211 Old Street, EC1
This 3.12 acre asset was acquired in November 2012 for £60.8m in joint venture with Crosstree Real Estate Partners LLP (Helical interest 33.3%). The site is in the heart of "Tech City", an area of London which is a hub for technology, media and telecommunications companies and is benefitting from substantial investment in infrastructure.
Since acquisition, plans have been developed to substantially increase the amount of space, refurbish existing areas and significantly upgrade the public realm. A planning application has recently been submitted.
Whilst working on our refurbishment plans we are managing our existing tenant relationships on site to ensure a positive rental income.
Shepherds Building, Shepherds Bush, W14
This 151,000 sq ft multi-let office building close to Westfield Shopping Centre has enjoyed an occupancy of at least 96% for the last six years. There is currently just 2.6% vacant and rental growth prospects are strong. Average rent in the building is £24.25 psf with recent letting evidence in the locality from £27.50 to £30.00. ERV for the building stands at £4.2m compared to a passing rent of £3.6m.
We are planning to undertake a major refurbishment of the common parts of the building during the course of the year with a view to driving rental values forward.
Barts Square, EC1
www.bartssquare.com
In joint venture with The Baupost Group LLC (Baupost 66.7%, Helical 33.3%) we own the freehold interest in land and buildings at Bartholomew Close, Little Britain and Montague Street, a 3.2 acre site adjacent to the new Barts Hospital and just south of Smithfield Market. The current buildings comprise 420,000 sq ft let to the NHS for circa £3.5m per annum on a number of short term leases that expire between 2014 and 2016. In November 2012, a resolution to grant planning permission was obtained and planning consent has now been issued following signing of the S106 Agreement. The scheme will bring much needed regeneration to this area of the City and will seek to retain some of the existing buildings and complement them with a sympathetic redevelopment of the site. It will comprise circa 225,000 sq ft of office space in two buildings and 215 high quality residential apartments in 17 buildings with retail space at ground floor level. Significant public realm improvements are planned, which will be incorporated into the wider Smithfield Area Strategy being worked up by the City. We estimate a total development value of circa £470m.
Development Programme
In the year to 31 March 2013, profits from the Group's development programme of £7.7m (2012: £5.2m) were partially offset by provisions of £0.7m (2012: £4.5m) made against the carrying value of development stock, leaving net development profits of £7.0m, up from £0.7m in 2012. Looking at the individual schemes, profits of £6.1m were recognised in respect of our share of the result at Fulham Wharf, London SW6 and £1.4m was generated at our retirement village scheme at Bramshott Place, Liphook. At 200 Aldersgate, London EC1, we were able to recognise £1.0m of an additional management fee in addition to the development management fees of £0.25m. However, the sales of land at Stockport, Milton and Exeter and units at Hailsham for total sale proceeds of £19.6m, created a loss of £0.3m, mainly arising from sale expenses. In addition, we wrote off the overheads of our retail development programme in Poland and reduced the carrying value of the completed development at Wroclaw, pending renewal of leases in 2013, with a resulting charge of £1.7m from our Polish operations.
The focus of the Group over the last year has been on attaining the milestones set a year ago.
Property |
Milestone |
Progress during the year |
200 Aldersgate, London EC1 |
Lettings |
200,595 sq ft of new lettings |
Europa Centralna, Gliwice |
Completion and lettings |
Scheme completed and opened March 2013, 80% let |
Fulham Wharf, London SW6 |
Sale/fee settlement |
Sale completed, fee agreed |
Barts Square, London EC1 |
Planning consent |
Consent granted |
Brickfields, White City W12 |
Planning consent |
Resolution to grant consent obtained March 2013 |
Mitre Square, London EC3 |
Demolition |
Start demolition in May 2013 |
Hammersmith Town Hall, W6 |
Planning consent |
Revised scheme to be submitted July 2013 |
Helical Retail Projects |
Conditional purchases |
Ongoing |
Central London
200 Aldersgate Street,London EC1 - www.200aldersgate.com
Helical was appointed asset and development manager by Deutsche Pfandbriefbank in May 2010. Our brief was to refurbish and let this office building, vacant since 2005 when the previous tenant, Clifford Chance, relocated to Canary Wharf. We have refreshed and re-clad parts of the building, creating a "vertical village" for office users comprising a variety of floor-plates to suit a range of different occupiers, as well as exceptional tenant facilities, including a concierge cycle store service, an on-site gym and a café and business lounge. Refurbishment works were completed and the building re-launched in January 2011.The building now comprises 348,000 sq ft of offices, 16,673 sq ft of retail and 39,601 sq ft of basement space. The refurbishment works were completed within budget in December 2010 and we have been seeking tenants for the vacant space since that date. By 31 March 2013 we had let 208,261 sq ft of office space, 9,000 sq ft of retail and the whole of the basement space to Virgin Active. Since then we have let 103,323 sq ft of space and have under offer a further 21,430 sq ft feet of offices and the remaining 7,673 sq ft of retail. This leaves just 14,714 sq ft of office space to let. Rents of £40 to £45 psf have been achieved on the larger floors (20,000 sq ft to 40,000 sq ft) and £50 to £55 psf on the smaller upper floors. Now the building is over 80% let, our right to receive a development management profit share is triggered. We anticipate receiving our profit share in 2013.
Mitre Square,London EC3 - www.mitresquareec3.com
Mitre Square is a landmark City office scheme in the heart of the insurance sector in London. We have signed agreements to purchase two adjoining sites from the City of London and SFL2 Limited (previously Ansbacher) and will complete the purchase of 1 Mitre Square in the Summer of 2013. The S.106 agreement, which enabled the planning permission to be issued, was signed in 2011. We have commenced the demolition of the existing buildings to facilitate the construction of a new building comprising offices of 273,000 sq ft NIA and 3,000 sq ft of retail/restaurant use. It is anticipated that construction will not commence until a substantial pre-let is agreed or a forward funding is obtained and the finished development will have a capital value of circa £250m.
West London
King Street,Hammersmith, London W6
We have a development agreement with the London Borough of Hammersmith & Fulham, in partnership with residential specialist Grainger plc, for the regeneration of the west end of King Street, Hammersmith. Despite obtaining a resolution to grant planning consent in November 2011, its referral to the Mayor was withdrawn pending further discussions with the Greater London Authority. We have revised our plans, following detailed consultation with interested parties, and intend submitting a new planning application in the summer of 2013.
Brickfields, White City, London W12 - (www.brickfieldsw12.com)
In joint venture with Aviva, we have obtained a resolution to grant planning permission for a residential led mixed use scheme on a 10 acre site immediately adjacent to White City underground station. The Eric Parry designed master plan comprises c. 1.25 million sq ft of residential, 210,000 sq ft of commercial and 60,000 sq ft of retail, leisure and community uses. In May 2013, contracts were exchanged for the sale of the site and completion is due in August 2013.
Fulham Wharf, London SW6
At Sands End, Fulham Wharf, on behalf of landowner Sainsbury's, we secured planning permission for a new 100,000 sq ft food store, together with 463 residential units (590,000 sq ft) and 11,000 sq ft of restaurant, retail and community use. In June 2012, the site was sold to a joint venture between housebuilder, Barratts, and London & Quadrant housing association. Construction of the first phase, consisting of the food store and 267 residential units has commenced. Helical received a fee of £1.5m in 2011 for obtaining planning permission for the scheme and has recognised a profit share from the sale of the site and will receive the cash as phased payments are made to Sainsbury's. In accordance with the Group's income recognition policies and IFRS, the Group has recognised this additional income in these accounts.
Out of London Offices
St Vincent Street, Glasgow
Helical, in partnership with local development partner, Dawn Developments Ltd, has been appointed development manager by Scottish Power for the construction of their new headquarters at St Vincent Street, Glasgow. The completed building will comprise 220,000 sq ft of prime office space in the heart of the city's commercial district. As part of the deal, Helical are taking on three existing Scottish Power sites which are surplus to their requirements. Planning permission has been granted and a start on site is expected later this year.
The Hub, Pacific Quay, Glasgow
The Hub, Pacific Quay, Glasgow was completed in 2009. This 60,000 sq ft building offers flexible office space with an onsite cafe and events area. Located in the midst of a media hotbed with BBC Scotland and STV as neighbours, this scheme has been partly let to The Digital Design Studio, the commercial arm of Glasgow School of Art, Shed Media and other high-tech, media-orientated tenants. The tenant demand has been strong this year and the building is now 81% let.
Retail
Parkgate, Shirley, West Midlands
At Parkgate Shirley, where we have a 50% interest, we continue to make good progress with the construction of an 80,000 sq ft Asda foodstore and 78,000 sq ft of retail and leisure accommodation, 50% of which is in solicitors' hands. The scheme is due to open for trade in April 2014. The private residential element of the scheme is under offer to a major housebuilder and the site for 51 Extracare units is being purchased by a local Housing Association.
Leisure Plaza, Milton Keynes
At Leisure Plaza, Milton Keynes, we have planning consent for 113,000 sq ft of retail together with the existing 65,000 sq ft ice rink. We are working with the various interested parties in this development to bring it forward with a view to starting construction later this year.
Evesham
A seven acre site has been secured in the Four Pools retail area in Evesham and a planning application is being worked up for a foodstore and discussions are in hand with potential operators.
Truro
In Truro, we have entered into a Conditional Purchase Agreement on the six acre Truro City Football Club site and a scheme is being put together to satisfy the requirement of a major foodstore operator. A planning application is likely to be submitted in the Autumn of this year. Proposals for a non-food 60,000 sq ft retail park on an adjoining site are also in hand.
Nottingham
We were delighted to be selected by Nottinghamshire County Council to be their development partner on an eight acre site at Hucknall, Nottingham where we will be progressing a foodstore scheme, which will act as a catalyst for major residential and employment developments to be promoted by the Council in due course. A planning application will be submitted once we have secured an operator for the foodstore later in the year.
Ross-on-Wye
At Ross-on-Wye we are seeking the change of use of a former DIY unit to enable a letting to a foodstore operator. The 30,000 sq ft building will be retained and converted following refurbishment.
Kingswinford
We are working with landowner, Ibstock, to develop a 16 acre site in Kingswinford for a foodstore and 100 residential units to be built out by a housebuilder following planning consent. A planning application is due to be submitted later in the year.
Leicester
In Leicester, terms have been agreed with corporate landowners to progress a foodstore development for a 70,000 sq ft store and petrol filling station.
Birmingham
In Birmingham we are reconfiguring the foodstore and non-food scheme in Tyseley to reflect changing retail operator requirements and in Stechford we are working up another foodstore site and we hope to be submitting a planning application in the Autumn.
We continue to work closely with the main food retailers with a view to satisfying their ongoing new store requirements. Whilst there is no doubt the heat has come out of the occupier market, their appetite for stores in key locations, where a quality proposal can be delivered, is likely to continue going forward.
Park Handlowy Mlyn, Wroclaw
Wroclaw is a large city in West Poland, some 100km from the German border and 470km south of Warsaw. This 9,600 sq m (103,000 sq ft) out of town retail development was completed in December 2008 and is fully let to a number of domestic and international retailers including T K Maxx, Media Expert, Makro, Deichmann, Smyk, Komfort and others.
Europa Centralna, Gliwice
This retail park and shopping centre was built in 50:50 joint venture with clients of Standard Life. The scheme is situated to the south of Gliwice at the intersection of the A4 and A1 motorways. This highly visible scheme has unparalleled accessibility and will be a major regional shopping destination. It comprises approximately 66,000 sq m (720,000 sq ft) of retail space, incorporating three distinct parts, being a foodstore, DIY and household goods and fashion. The scheme is now over 80% let to Tesco, Castorama, H & M, Media Saturn, Sports Direct, Jula and others. Construction completed in February 2013 and the scheme opened on 1 March 2013. The sale of 50% in 2011 includes a provision that we will sell the remaining ownership stake two years after the date of completion of the development to the same clients of Standard Life.
Retirement Villages
A retirement village is a private residential community in which active over-55s are able to live independently in retirement. Residents have typically down-sized from a larger family home into a cottage or apartment which provides no maintenance or security issues.
With access to a central clubhouse containing a bar and restaurant facilities, health and fitness rooms and surrounded by maintained grounds, this retirement option is proving increasingly popular.
Bramshott Place, Liphook, Hampshire
The original Bramshott Place Village was an Elizabethan mansion built in 1580, although now only the original Grade II listed Tudor Gatehouse remains, which we have fully restored. The land and buildings were derelict when Helical acquired them in 2001. Changing planning from its previously designated employment use to a retirement village took several years but was eventually achieved in 2006.
The development of 151 cottages and apartments, and the new clubhouse, started in late 2007 and has proceeded in phases as units are sold. Construction of the final phase of 55 units completed in late 2012. To date, we have sold 115 units (£44.25m of proceeds) with reservations on a further 14 units, with just 22 units, mainly apartments, left to sell.
Durrants Village, Faygate, Horsham, West Sussex
Durrants Village, a 30 acre site, had operated as a sawmill with outside storage for many years. We were granted planning permission, at appeal, in May 2009 following a public inquiry where the Inspector allowed a development comprising a retirement village of 148 units, eight affordable housing units, a 50 bed residential care home and a central facilities clubhouse building. Following changes to the scheme the development will be for 171 units. The first phase (43 units) started in May 2012 for the construction of the retirement village and clubhouse and we have exchanged on one sale and have reservations on a further 16 units with up-field reservations on a further 13 units in future phases.
Maudslay Park, Great Alne, Warwickshire
This is a Green Belt site which has 320,000 sq ft of built footprint and benefits from Major Development Site planning policy. Measuring 82 acres this site received outline planning permission in April 2011 for a retirement village of 132 units plus 47 extra care units. Demolition and enabling works have completed with construction to follow in autumn 2013.
Millbrook Village, Exeter
This 19 acre site was acquired in 2007 from the St Loye's Foundation, a long established rehabilitation college in the city of Exeter. Resolution to grant planning permission was obtained in October 2009 for a retirement village of 206 units, a 50 bed residential care home, an affordable extra-care block of 50 units and a central facilities clubhouse building. Demolition, site clearance and archaeological survey work have been completed. In 2011 we received planning consent for 63 open market housing units on part of the site and sold this part in summer 2012. Construction of a retirement village and clubhouse in phases on the remainder of the site is expected to commence in summer 2013.
Ely Road, Milton, Cambridge
This 21 acre site was acquired from EDF in 2006 and was previously used as a training centre and depot. Located within the Green Belt, planning permission had been obtained for a retirement village of 101 units and a central facilities clubhouse building. In 2011, we received consent for 89 open market housing units and sold the whole site in summer 2012.
Consolidated Income Statement
For the year ended 31 March 2013
|
Note |
Year ended 31.3.13 £000 |
Year ended 31.3.12 £000 |
Revenue |
2 |
65,439 |
52,968 |
Net rental income |
3 |
19,578 |
17,876 |
Development property profit |
4 |
6,956 |
655 |
Trading property loss |
5 |
(1) |
- |
Share of results of joint ventures |
16 |
3,854 |
2,472 |
Other operating (expense)/income |
|
(547) |
113 |
Gross profit before net gain on sale and revaluation of investment properties |
|
29,840 |
21,116 |
Net gain on sale and revaluation of investment properties |
6 |
1,335 |
3,288 |
Gross profit |
|
31,175 |
24,404 |
Administrative expenses |
7 |
(14,920) |
(7,800) |
Operating profit |
|
16,255 |
16,604 |
Finance costs |
8 |
(9,577) |
(8,409) |
Finance income |
8 |
887 |
583 |
Change in fair value of derivative financial instruments |
|
(2,573) |
(306) |
Foreign exchange gains/(losses) |
|
17 |
(1,064) |
Profit before tax |
|
5,009 |
7,408 |
Taxation on profit on ordinary activities |
9 |
815 |
158 |
Profit after tax |
|
5,824 |
7,566 |
- attributable to non-controlling interests |
|
(43) |
(9) |
- attributable to equity shareholders |
|
5,867 |
7,575 |
Profit for the year |
|
5,824 |
7,566 |
Basic earnings per share |
12 |
5.0p |
6.5p |
Diluted earnings per share |
12 |
5.0p |
6.5p |
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2013
|
Note |
Year ended 31.3.13 £000 |
Year ended 31.3.12 £000 |
Profit for the year |
|
5,824 |
7,566 |
Other comprehensive income |
|
|
|
Impairment of available-for-sale investments |
18 |
(1,304) |
(3,521) |
Exchange difference on retranslation of net investments in foreign operations |
|
(212) |
(39) |
Total comprehensive income for the year |
|
4,308 |
4,006 |
- attributable to equity shareholders |
|
4,351 |
4,015 |
- attributable to non-controlling interests |
|
(43) |
(9) |
Total comprehensive income for the year |
|
4,308 |
4,006 |
Consolidated and Company Balance Sheets
As at 31 March 2013 |
Note |
Group 31.3.13 £000 |
Group 31.3.12 £000 |
Company 31.3.13 £000 |
Company 31.3.12 £000 |
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
Investment properties |
13 |
312,026 |
326,876 |
- |
- |
Owner occupied property, plant and equipment |
15 |
1,153 |
1,251 |
980 |
1,107 |
Investment in subsidiaries |
|
- |
- |
36,945 |
31,173 |
Investment in joint ventures |
16 |
49,890 |
40,592 |
15 |
165 |
Derivative financial instruments |
|
146 |
629 |
52 |
340 |
Trade and other receivables |
19 |
6,325 |
- |
- |
- |
Deferred tax asset |
10 |
10,381 |
9,050 |
577 |
463 |
Total non-current assets |
|
379,921 |
378,398 |
38,569 |
33,248 |
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Land, developments and trading properties |
17 |
92,874 |
99,741 |
- |
101 |
Available-for-sale investments |
18 |
5,997 |
7,003 |
- |
- |
Trade and other receivables |
19 |
38,017 |
23,076 |
326,244 |
324,673 |
Corporation tax receivable |
|
- |
1,178 |
- |
1,250 |
Cash and cash equivalents |
20 |
36,863 |
35,411 |
24,035 |
26,355 |
|
|
173,751 |
166,409 |
350,279 |
352,379 |
Total assets |
|
553,672 |
544,807 |
388,848 |
385,627 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
21 |
(34,929) |
(24,807) |
(153,580) |
(146,865) |
Corporate tax payable |
|
(70) |
- |
- |
- |
Borrowings |
22 |
(39,295) |
(59,203) |
(6,848) |
(5,546) |
|
|
(74,294) |
(84,010) |
(160,428) |
(152,411) |
Non-current liabilities |
|
|
|
|
|
Borrowings |
22 |
(220,446) |
(203,992) |
(4,457) |
- |
Derivative financial instruments |
|
(5,164) |
(3,075) |
(1,027) |
(837) |
|
|
(225,610) |
(207,067) |
(5,484) |
(837) |
Total liabilities |
|
(299,904) |
(291,077) |
(165,912) |
(153,248) |
|
|
|
|
|
|
Net assets |
|
253,768 |
253,730 |
222,936 |
232,379 |
|
Group 31.3.13 £000 |
Group 31.3.12 £000 |
Company 31.3.13 £000 |
Company 31.3.12 £000 |
|
Equity |
|
|
|
|
|
Called-up share capital |
1,447 |
1,447 |
1,447 |
1,447 |
|
Share premium account |
98,678 |
98,678 |
98,678 |
98,678 |
|
Revaluation reserve |
10,593 |
2,612 |
- |
- |
|
Capital redemption reserve |
7,478 |
7,478 |
7,478 |
7,478 |
|
Other reserves |
291 |
291 |
1,987 |
1,987 |
|
Retained earnings |
135,211 |
143,111 |
113,346 |
122,789 |
|
Equity attributable to equity holders of the parent |
253,698 |
253,617 |
222,936 |
232,379 |
|
Non-controlling interests |
70 |
113 |
- |
- |
|
Total equity |
253,768 |
253,730 |
222,936 |
232,379 |
Consolidated and Company Cash Flow Statements
For the year to 31 March 2013 |
Group 31.3.13 £000 |
Group 31.3.12 £000 |
Company 31.3.13 £000 |
Company 31.3.12 £000 |
Cash flows from operating activities |
|
|
|
|
Profit/(loss) before tax |
5,009 |
7,408 |
(287) |
(2,697) |
Depreciation |
340 |
309 |
290 |
260 |
Revaluation gain on investment properties |
(3,723) |
(3,664) |
- |
- |
Loss on sales of investment properties |
2,388 |
376 |
- |
- |
Net financing costs/(income) |
8,690 |
7,826 |
(1,565) |
(2,098) |
Change in value of derivative financial instruments |
2,573 |
306 |
478 |
1,604 |
Share based payment charge |
1,864 |
35 |
- |
- |
Share of results of joint ventures |
(3,854) |
(2,472) |
- |
- |
Fair value adjustment for disposal of interest in subsidiary |
- |
(4,278) |
- |
- |
Foreign exchange movement |
(211) |
896 |
32 |
(838) |
Other non-cash items |
- |
7 |
- |
7 |
Cash inflow/(outflow) from operations before changes in working capital |
13,076 |
6,749 |
(1,052) |
(3,762) |
Change in trade and other receivables |
(21,470) |
12,503 |
(1,571) |
51,118 |
Change in land, developments and trading properties |
9,520 |
19,691 |
101 |
1,024 |
Change in trade and other payables |
10,637 |
(19,617) |
7,715 |
(28,653) |
Cash inflow/(outflow) generated from operations |
11,763 |
19,326 |
5,193 |
19,727 |
Finance costs |
(13,104) |
(13,119) |
(951) |
(4,624) |
Finance income |
887 |
623 |
3,217 |
6,580 |
Tax received/(paid) |
732 |
- |
(1,886) |
- |
|
(11,485) |
(12,496) |
380 |
1,956 |
Cash flows from operating activities |
278 |
6,830 |
5,573 |
21,683 |
Cash flows from investing activities |
|
|
|
|
Purchase of investment property |
(5,141) |
(102,750) |
- |
- |
Sale of investment property |
21,910 |
50,434 |
- |
- |
Cost of acquiring derivative financial instruments |
- |
(1,276) |
- |
(1,276) |
Cost of cancelling interest rate swap |
(1) |
(3,102) |
- |
(2,489) |
Cost of investment in subsidiaries |
- |
- |
(6,622) |
- |
Investment in joint ventures |
(6,622) |
- |
- |
- |
Return of investment in joint ventures |
751 |
2,098 |
- |
- |
Dividends from joint ventures |
- |
500 |
- |
- |
Sale of plant and equipment |
- |
7 |
- |
7 |
Purchase of leasehold improvements, plant and equipment |
(242) |
(63) |
(163) |
(31) |
Net cash generated from/(used in) investing activities |
10,655 |
(54,152) |
(6,785) |
(3,803) |
Cash flows from financing activities |
|
|
|
|
Borrowings drawn down |
33,682 |
206,637 |
11,298 |
6,450 |
Borrowings repaid |
(37,001) |
(149,501) |
(6,240) |
(14,499) |
Equity dividends paid |
(6,134) |
(5,708) |
(6,134) |
(5,708) |
Net cash (used in)/generated from financing activities |
(9,453) |
51,428 |
(1,076) |
(13,757) |
Net increase/(decrease) in cash and cash equivalents |
1,480 |
4,106 |
(2,288) |
4,123 |
Exchange losses on cash and cash equivalents |
(28) |
(22) |
(32) |
(11) |
Cash and cash equivalents at 1 April |
35,411 |
31,327 |
26,355 |
22,243 |
Cash and cash equivalents at 31 March |
36,863 |
35,411 |
24,035 |
26,355 |
Consolidated and Company Statements of Changes in Equity
For the year to 31 March 2013
Group |
Share capital £000 |
Share premium £000 |
Revaluation reserve £000 |
Capital redemption reserve £000 |
Other reserves £000 |
Retained earnings £000 |
Non- controlling interests £000 |
Total £000 |
At 31 March 2011 |
1,447 |
98,678 |
3,495 |
7,478 |
291 |
143,886 |
122 |
255,397 |
Total comprehensive income |
- |
- |
- |
- |
- |
4,015 |
(9) |
4,006 |
Revaluation surplus |
- |
- |
3,664 |
- |
- |
(3,664) |
- |
- |
Realised on disposals |
- |
- |
(4,547) |
- |
- |
4,547 |
- |
- |
Performance share plan |
- |
- |
- |
- |
- |
35 |
- |
35 |
Dividends paid |
- |
- |
- |
- |
- |
(5,708) |
- |
(5,708) |
At 31 March 2012 |
1,447 |
98,678 |
2,612 |
7,478 |
291 |
143,111 |
113 |
253,730 |
Total comprehensive income |
- |
- |
- |
- |
- |
4,351 |
(43) |
4,308 |
Revaluation surplus |
- |
- |
3,723 |
- |
- |
(3,723) |
- |
- |
Realised on disposals |
- |
- |
4,258 |
- |
- |
(4,258) |
- |
- |
Performance share plan |
- |
- |
- |
- |
- |
1,864 |
- |
1,864 |
Dividends paid |
- |
- |
- |
- |
- |
(6,134) |
- |
(6,134) |
At 31 March 2013 |
1,447 |
98,678 |
10,593 |
7,478 |
291 |
135,211 |
70 |
253,768 |
For a breakdown of Total comprehensive income/expense see the Consolidated Statement of Comprehensive Income.
Included within changes in equity are net transactions with owners of £4,270,000 (2012: £5,673,000) made up of: the performance share plan charge of £1,864,000 (2012: £35,000) and dividends paid of £6,134,000 (2012: £5,708,000).
The adjustment to retained earnings of £1,864,000 adds back the share-based payments charge (2012: £35,000), in accordance with IFRS 2 Share-Based Payments.
Company |
Share capital £000 |
Share premium £000 |
Revaluation reserve £000 |
Capital redemption reserve £000 |
Other reserves £000 |
Retained earnings £000 |
Total £000 |
At 31 March 2011 |
1,447 |
98,678 |
- |
7,478 |
1,987 |
137,831 |
247,421 |
Total comprehensive expense |
- |
- |
- |
- |
- |
(9,334) |
(9,334) |
Dividends |
- |
- |
- |
- |
- |
(5,708) |
(5,708) |
At 31 March 2012 |
1,447 |
98,678 |
- |
7,478 |
1,987 |
122,789 |
232,379 |
Total comprehensive expense |
- |
- |
- |
- |
- |
(3,309) |
(3,309) |
Dividends |
- |
- |
- |
- |
- |
(6,134) |
(6,134) |
At 31 March 2013 |
1,447 |
98,678 |
- |
7,478 |
1,987 |
113,346 |
222,936 |
Total comprehensive expense is made up of the loss after tax of £3,309,000 (2012: £9,334,000).
Included within changes in equity are net transactions with owners of £6,134,000 (2012: £5,708,000) made up of dividends paid of £6,134,000 (2012: £5,708,000).
Notes:
Share capital - represents the nominal value of issued share capital.
Share premium - represents the excess of value of shares issued over their nominal value.
Revaluation reserve - represents the surplus/deficit of fair value of investment properties over their historic cost.
Capital redemption reserve - represents amounts paid to purchase issued shares for cancellation at their nominal value.
Retained earnings - represents the accumulated retained earnings of the Group.
Notes to the Financial Statements
1. Basis of preparation
These financial statements have been prepared in accordance with applicable International Financial Reporting Standards ("IFRS"), including International Financial Reporting Interpretations Committee ("IFRIC") interpretations as adopted by the European Union and as issued by the International Accounting Standards Board ("IASB").
The Directors have taken advantage of the exemption offered by Section 408 of the Companies Act 2006 not to present a separate income statement for the parent company.
The financial statements have been prepared in Sterling (rounded to the nearest thousand) under the historical cost convention as modified by the revaluation of investment properties, available-for-sale investments and derivative financial instruments.
The principal accounting policies of the group are set out in the Group's 2012 annual report and financial statements. There has been no significant change to these in the since the previous annual report.
The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in section 434 of the Companies Act 2006.
The Consolidated and Company balance sheets at 31 March 2013 and the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated and Company Cash Flow Statements, Consolidated and Company Statements of Changes of Equity and associated notes for the year then ended have been extracted from the Group's statutory financial statements for the year ended 31 March 2013 upon which the auditors opinion is unqualified and does include any statement under 498 of the Companies Act 2006. These financial statements have not yet been delivered to the registrar of companies. The comparative information has been extracted from the March 2012 audited financial statements which have been delivered to the registrar of companies.
Responsibility statement
The Statement of Directors' responsibilities below has been prepared in connection with the Group's full Annual Report for the year ended 31 March 2013. Certain parts of the Annual Report have not been included in the announcement. We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
• the annual review, which is incorporated into the Report of directors, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Approved by the Board on 23 May 2013 and signed on its behalf by:
Tim Murphy
Director
2. Segmental information
IFRS 8 requires the identification of the Group's operating segments which are defined as being discrete components of the Group's operations whose results are regularly reviewed by the Chief Operating Decision Maker (being the Chief Executive) to allocate resources to those segments and to assess their performance. The Group divides its business into the following segments:
• Investment properties, which are owned or leased by the Group for long-term income and for capital appreciation, and Trading properties which are owned or leased with the intention to sell; and,
• Developments, which include sites, developments in the course of construction, completed developments available for sale, pre-sold developments and interest in third party developments.
Revenue |
Investment and trading Year ended 31.3.13 £000 |
Developments Year ended 31.3.13 £000 |
Total Year ended 31.3.13 £000 |
Investment and trading Year ended 31.3.12 £000 |
Developments Year ended 31.3.12 £000 |
Total Year ended 31.3.12 £000 |
Rental income |
24,032 |
1,784 |
25,816 |
21,391 |
1,667 |
23,058 |
Development property income |
- |
38,498 |
38,498 |
- |
19,666 |
19,666 |
Trading property sales |
122 |
- |
122 |
10,131 |
- |
10,131 |
Other revenue |
1,003 |
- |
1,003 |
113 |
- |
113 |
Total revenue |
25,157 |
40,282 |
65,439 |
31,635 |
21,333 |
52,968 |
All revenue is from external sales and is attributable to continuing operations. There were no inter-segmental sales.
Revenue for the year comprises revenue from construction contracts of £nil (2012: £1,735,000), revenue from the sale of goods of £31,193,000 (2012: £25,652,000), revenue from services of £8,430,000 (2012: £2,523,000), and rental income of £25,816,000 (2012: £23,058,000).
All revenues are within the UK other than rental income from development properties in Poland of £1,104,000 (2012: £1,052,000) and £671,000 (2012: £2,965,000) of development income derived from the Group's operations in Poland.
Profit before tax |
Investment and trading Year ended 31.3.13 £000 |
Developments Year ended 31.3.13 £000 |
Total Year ended 31.3.13 £000 |
Investment and trading Year ended 31.3.12 £000 |
Developments Year ended 31.3.12 £000 |
Total Year ended 31.3.12 £000 |
Net rental income |
18,232 |
1,346 |
19,578 |
16,740 |
1,136 |
17,876 |
Development property profit |
- |
6,956 |
6,956 |
- |
655 |
655 |
Trading property loss |
(1) |
- |
(1) |
- |
- |
- |
Share of results of joint ventures |
4,323 |
(469) |
3,854 |
2,616 |
(144) |
2,472 |
Gain on sale and revaluation of investment properties |
1,335 |
- |
1,335 |
3,288 |
- |
3,288 |
|
23,889 |
7,833 |
31,722 |
22,644 |
1,647 |
24,291 |
Other operating (expense)/income |
|
|
(547) |
|
|
113 |
Gross profit |
|
|
31,175 |
|
|
24,404 |
Administrative expenses |
|
|
(14,920) |
|
|
(7,800) |
Finance income |
|
|
887 |
|
|
583 |
Finance costs |
|
|
(9,577) |
|
|
(8,409) |
Change in fair value of derivative financial instruments |
|
|
(2,573) |
|
|
(306) |
Foreign exchange gains/(losses) |
|
|
17 |
|
|
(1,064) |
Profit before tax |
|
|
5,009 |
|
|
7,408 |
Balance Sheet |
|
|
|
|
|
|
Investment properties |
312,026 |
- |
312,026 |
326,876 |
- |
326,876 |
Land, development and trading properties |
2,528 |
90,346 |
92,874 |
2,638 |
97,103 |
99,741 |
Investment in joint ventures |
41,687 |
8,203 |
49,890 |
31,919 |
8,673 |
40,592 |
|
356,241 |
98,549 |
454,790 |
361,433 |
105,776 |
467,209 |
Owner occupied property, plant and equipment |
|
|
1,153 |
|
|
1,251 |
Derivative financial instruments |
|
|
146 |
|
|
629 |
Deferred tax assets |
|
|
10,381 |
|
|
9,050 |
Available-for-sale investments |
|
|
5,997 |
|
|
7,003 |
Trade and other receivables |
|
|
44,342 |
|
|
23,076 |
Corporation tax receivable |
|
|
- |
|
|
1,178 |
Cash and cash equivalents |
|
|
36,863 |
|
|
35,411 |
Total assets |
|
|
553,672 |
|
|
544,807 |
Liabilities |
|
|
(299,904) |
|
|
(291,077) |
Net assets |
|
|
253,768 |
|
|
253,730 |
All non-current assets are derived from the Group's UK operations except for Helical's share of a held for sale investment held at £4,792,000 which is derived from the Group's Polish operations.
3. Net rental income
|
Year ended 31.3.13 £000 |
Year ended 31.3.12 £000 |
Gross rental income |
25,816 |
23,058 |
Rents payable |
(342) |
(418) |
Property overheads |
(5,186) |
(3,938) |
Net rental income |
20,288 |
18,702 |
Net rental income attributable to profit share partner |
(710) |
(826) |
Group share of net rental income |
19,578 |
17,876 |
Property overheads include lettings costs, vacancy costs and bad debt provisions.
The amounts above include gross rental income from investment properties of £24,032,000 (2012: £21,391,000) and net rental income of £18,232,000 (2012: £16,740,000).
No contingent rental income was received in the year (2012: £nil).
4. Development property profit
|
Year ended 31.3.13 £000 |
Year ended 31.3.12 £000 |
Development property income |
38,498 |
19,666 |
Cost of sales |
(30,420) |
(13,935) |
Sales expenses |
(462) |
(565) |
Provision against book values |
(660) |
(4,511) |
Development property profit |
6,956 |
655 |
In accordance with IAS27, development property income for the year to 31 March 2012 includes a £4.3m gain resulting from the sale of 50% of a fully owned subsidiary (see note 16), which we considered to be part of the core business of the Group.
5. Trading property loss
|
Year ended 31.3.13 £000 |
Year ended 31.3.12 £000 |
Trading property sales |
122 |
10,131 |
Cost of sales |
(110) |
(10,131) |
Sales expenses |
(13) |
- |
Trading property loss |
(1) |
- |
6. Net gain on sale and revaluation of investment properties
|
Year ended 31.3.13 £000 |
Year ended 31.3.12 £000 |
Net proceeds from the sale of investment properties |
21,910 |
50,427 |
Book value (note 13) |
(23,865) |
(50,768) |
Tenants incentives on sold investment properties |
(433) |
(35) |
Loss on sale of investment properties |
(2,388) |
(376) |
Revaluation surplus on investment properties |
3,723 |
3,664 |
Gain on sale and revaluation of investment properties |
1,335 |
3,288 |
7. Administrative expenses
|
Year ended 31.3.13 £000 |
Year ended 31.3.12 £000 |
Administrative expenses |
(14,920) |
(7,800) |
Administrative expenses include salaries paid to Directors of £2,307,000 (2012: £2,093,000), cash bonuses accrued of £2,451,000 (2012: £220,000), deferred bonuses of £752,000 (2012: £nil), a charge for deferred shares awarded of £600,000 (2012: £nil) and a share-based payments charge of £1,864,000 (2012: £35,000) |
|
|
Operating profit is stated after the following items that are contained within administrative expenses: |
|
|
Depreciation |
|
|
- owner occupied property, plant and equipment |
340 |
309 |
Share-based payments charge |
1,864 |
35 |
Auditors' remuneration: |
|
|
Audit fees |
|
|
- audit of parent company and consolidated financial statements |
155 |
145 |
- audit of Company's subsidiaries |
58 |
57 |
- interim audit of consolidated financial statements |
41 |
40 |
- internal controls review |
- |
16 |
8. Finance costs and finance income
|
Year ended 31.3.13 £000 |
Year ended 31.3.12 £000 |
Interest payable on bank loans and overdrafts |
(10,445) |
(10,808) |
Other interest payable and similar charges |
(1,658) |
(901) |
Interest capitalised |
2,526 |
3,300 |
Finance costs |
(9,577) |
(8,409) |
|
|
|
Interest receivable and similar income |
887 |
583 |
Finance income |
887 |
583 |
On projects where specific third party loans have been arranged, interest has been capitalised at the rate for the individual loan. The weighted average capitalised interest rate of such loans was 2.87% (2012: 3.35%). Where general finance has been used to fund the acquisition and construction of properties the rate used was a weighted average of the financing costs for the applicable borrowings of 4.06% (2012: 4.64%).
9. Taxation on profit on ordinary activities
|
Year ended 31.3.13 £000 |
Year ended 31.3.12 £000 |
The tax credit is based on the profit for the year and represents: |
|
|
United Kingdom corporation tax at 24% |
|
|
- Group corporation tax |
(435) |
- |
- adjustment in respect of prior periods |
- |
153 |
- overseas tax |
(84) |
(163) |
Current tax charge |
(519) |
(10) |
Deferred tax at 23/ 24% |
|
|
- capital allowances |
46 |
348 |
- tax losses |
163 |
1,045 |
- other temporary differences |
1,125 |
(1,225) |
Deferred tax credit |
1,334 |
168 |
Tax credit on profit on ordinary activities |
815 |
158 |
10. Deferred tax
Deferred tax provided for in the financial statements is set out below:
|
Group 31.3.13 £000 |
Group 31.3.12 £000 |
Company 31.3.13 £000 |
Company 31.3.12 £000 |
Capital allowances |
(2,421) |
(2,467) |
(29) |
- |
Tax losses |
10,734 |
10,572 |
- |
- |
Other temporary differences |
2,068 |
945 |
606 |
463 |
Deferred tax asset |
10,381 |
9,050 |
577 |
463 |
Other temporary differences represent deferred tax assets arising from the recognition of the fair value of derivative financial instruments and future tax relief available to the Group from capital allowances and when share awards vest.
The Group contains entities with tax losses for which no deferred tax asset is recognised. The total unrecognised losses amount to approximately £8.4m. A deferred tax asset has not been recognised because the entities in which the losses have been generated either do not have forecast taxable profits or the losses have restrictions whereby their utilisation is considered to be unlikely.
If upon sale of the investment properties the Group retained all the capital allowances, the deferred tax provision in respect of capital allowances of £2.4m (2012: £2.5m) would be released and further capital allowances of £9.5m (2012: £7.7m) would be available to reduce future tax liabilities.
11. Dividends paid and payable
|
Year ended 31.3.13 £000 |
Year ended 31.3.12 £000 |
Attributable to equity share capital |
|
|
Ordinary |
|
|
- interim paid of 1.85p (2012: 1.75p) per share |
2,161 |
2,044 |
- prior period final paid of 3.40p (2012: 3.15p) per share |
3,973 |
3,664 |
Total dividends paid and payable in year - 5.25p (2012: 4.90p) per share |
6,134 |
5,708 |
An interim dividend of 1.85p was paid on 28 December 2012 to shareholders on the register on 30 November 2012. The final dividend of 3.70p, if approved at the AGM on 24 July 2013, will be paid on 26 July 2013 to shareholders on the register on 5 July 2013. This final dividend, amounting to £4,323,000, has not been included as a liability as at 31 March 2013, in accordance with IFRS.
12. Earnings per share
The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. This is a different basis to the net asset per share calculations which are based on the number of shares at the year end. Shares held by the ESOP, which has waived its entitlement to receive dividends, are treated as cancelled for the purposes of this calculation.
The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the effect of all dilutive options and awards.
The earnings per share are calculated in accordance with IAS 33, Earnings per Share and the best practice recommendations of the European Public Real Estate Association ("EPRA"). Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.
|
Year ended 31.3.13 000 |
Year ended 31.3.12 000 |
Ordinary shares in issue |
118,138 |
118,138 |
Weighting adjustment |
(1,292) |
(1,292) |
Weighted average ordinary shares in issue for calculation of basic earnings per share |
116,846 |
116,846 |
Weighted average ordinary shares issued on exercise of share options |
34 |
34 |
Weighted average ordinary shares to be issued under performance share plan |
1,349 |
63 |
Weighted average ordinary shares in issue for calculation of diluted and diluted EPRA earnings per share |
118,229 |
116,943 |
|
£000 |
£000 |
Earnings used for calculation of basic and diluted earnings per share |
5,867 |
7,575 |
Basic earnings per share |
5.0p |
6.5p |
Diluted earnings per share |
5.0p |
6.5p |
|
£000 |
£000 |
Earnings used for calculation of basic and diluted earnings per share |
5,867 |
7,575 |
Net gain on sale and revaluation of investment properties |
(1,335) |
(3,288) |
Share of net gain on revaluation of investment properties in the results of joint ventures |
(3,109) |
(581) |
Tax on profit on disposal of investment properties |
(549) |
(90) |
Trading property loss |
1 |
- |
Fair value movement on derivative financial instruments |
2,573 |
306 |
Share of fair value movements on derivative financial instruments in the results of joint ventures |
(32) |
409 |
Deferred tax |
(572) |
(323) |
Performance related awards |
6,828 |
415 |
Adjusted EPRA earnings |
9,672 |
4,423 |
Performance related awards |
(6,828) |
(415) |
Earnings used for calculation of diluted EPRA earnings per share |
2,844 |
4,008 |
Adjusted diluted EPRA earnings per share |
8.2p |
3.8p |
Diluted EPRA earnings per share |
2.4p |
3.4p |
The earnings used for calculation of diluted EPRA earnings per share includes net rental income and development property profits but excludes trading property losses.
13. Investment properties
|
Freehold 31.3.13 £000 |
Leasehold 31.3.13 £000 |
Total 31.3.13 £000 |
Freehold 31.3.12 £000 |
Leasehold 31.3.12 £000 |
Total 31.3.12 £000 |
Group |
|
|
|
|
|
|
Fair value at 1 April |
292,276 |
34,600 |
326,876 |
232,326 |
39,550 |
271,876 |
Property acquisitions |
4,299 |
842 |
5,141 |
102,238 |
512 |
102,750 |
Disposals |
(13,069) |
(10,796) |
(23,865) |
(47,158) |
(3,610) |
(50,768) |
Revaluation surplus/(deficit) |
4,419 |
(696) |
3,723 |
5,516 |
(1,852) |
3,664 |
Revaluation surplus/(deficit) attributable to profit share partner |
151 |
- |
151 |
(646) |
- |
(646) |
Fair value at 31 March |
288,076 |
23,950 |
312,026 |
292,276 |
34,600 |
326,876 |
Interest capitalised during the year in respect of the refurbishment of investment properties amounted to £nil (2012: £nil).
Interest capitalised in respect of the refurbishment of investment properties is included in investment properties to the extent of £5,767,000 (2012: £5,767,000).
Investment properties with a total fair value of £312,025,000 (2012: £326,875,000) were held as security against borrowings.
Properties are stated at market value as at 31 March 2013, valued by professionally qualified external valuers except for investment properties valued by the Directors. The valuations have been prepared in accordance with the Valuation Standards (6th edition) published by the Royal Institution of Chartered Surveyors ("the Standards"). In their valuation reports, the valuers have noted, in accordance with Guidance Note 5 of the Standards, that the primary source of evidence for valuations is recent, comparable market transactions on arm's length terms.
The investment properties have been valued at 31 March 2013 as follows:
|
31.3.13 £000 |
31.3.12 £000 |
Cushman & Wakefield LLP |
312,025 |
321,875 |
Directors' valuation |
1 |
5,001 |
|
312,026 |
326,876 |
The historical cost of investment property is £298,878,000 (2012: £321,970,000).
14. Operating lease arrangements
The Group earns rental income by leasing its investment properties to tenants under non-cancellable operating leases. At the balance sheet date, the Group had contracted with tenants to receive the following future minimum lease payments:
|
Group 31.3.13 £000 |
Group 31.3.12 £000 |
Not later than one year |
24,281 |
24,253 |
Later than one year but not more than five years |
64,729 |
68,716 |
More than five years |
57,966 |
72,166 |
|
146,976 |
165,135 |
The Company has no operating lease arrangements.
15. Owner occupied property, plant and equipment - Group
|
Short leasehold improvements 31.3.13 £000 |
Plant and equipment 31.3.13 £000 |
Total 31.3.13 £000 |
Short leasehold improvements 31.3.12 £000 |
Plant and equipment 31.3.12 £000 |
Total 31.3.12 £000 |
Cost at 1 April |
2,071 |
686 |
2,757 |
2,071 |
727 |
2,798 |
Additions at cost |
- |
242 |
242 |
- |
63 |
63 |
Disposals |
- |
(103) |
(103) |
- |
(104) |
(104) |
Cost at 31 March |
2,071 |
825 |
2,896 |
2,071 |
686 |
2,757 |
Depreciation at 1 April |
1,096 |
410 |
1,506 |
897 |
404 |
1,301 |
Provision for the year |
187 |
153 |
340 |
199 |
110 |
309 |
Eliminated on disposals |
- |
(103) |
(103) |
- |
(104) |
(104) |
Depreciation at 31 March |
1,283 |
460 |
1,743 |
1,096 |
410 |
1,506 |
Net book amount at 31 March |
788 |
365 |
1,153 |
975 |
276 |
1,251 |
Plant and equipment include vehicles, fixtures and fittings and other office equipment.
All short leasehold improvements, plant and equipment relate to the Company except for plant and equipment with a net book value of £174,000 as at 31 March 2013 (2012: £144,000).
16. Investment in joint ventures
|
Investment & trading 31.3.13 £000 |
Development 31.3.13 £000 |
Total 31.3.13 £000 |
Investment & trading 31.3.12 £000 |
Development 31.3.12 £000 |
Total 31.3.12 £000 |
Summarised statements of consolidated income |
||||||
Revenue |
5,629 |
564 |
6,193 |
6,584 |
339 |
6,923 |
Gross rental income |
5,629 |
564 |
6,193 |
6,306 |
339 |
6,645 |
Rents payable |
(802) |
- |
(802) |
(848) |
- |
(848) |
Property overheads |
(437) |
(73) |
(510) |
(592) |
(145) |
(737) |
Net rental income |
4,390 |
491 |
4,881 |
4,866 |
194 |
5,060 |
Gain on revaluation of investment properties |
3,109 |
- |
3,109 |
581 |
- |
581 |
Other operating income/(expense) |
58 |
(816) |
(758) |
40 |
(477) |
(437) |
Administrative expenses |
(623) |
(79) |
(702) |
(127) |
- |
(127) |
Finance costs |
(2,189) |
(80) |
(2,269) |
(1,974) |
(249) |
(2,223) |
Finance income |
5 |
61 |
66 |
5 |
7 |
12 |
Change in fair value movement of derivative financial instruments |
32 |
- |
32 |
(790) |
381 |
(409) |
Profit/(loss) before tax |
4,782 |
(423) |
4,359 |
2,601 |
(144) |
2,457 |
Tax |
(505) |
- |
(505) |
15 |
- |
15 |
Profit/(loss) after tax |
4,277 |
(423) |
3,854 |
2,616 |
(144) |
2,472 |
Summarised balance sheets |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Investment properties |
94,962 |
- |
94,962 |
67,187 |
- |
67,187 |
Owner occupied property, plant and equipment |
25 |
- |
25 |
28 |
- |
28 |
|
94,987 |
- |
94,987 |
67,215 |
- |
67,215 |
Current assets |
|
|
|
|
|
|
Land, development and trading properties |
- |
23,797 |
23,797 |
- |
15,709 |
15,709 |
Held for sale investments |
- |
4,792 |
4,792 |
- |
4,792 |
4,792 |
Trade and other receivables |
1,088 |
962 |
2,050 |
2,510 |
130 |
2,640 |
Cash |
4,713 |
5,080 |
9,793 |
3,240 |
387 |
3,627 |
|
5,801 |
34,631 |
40,432 |
5,750 |
21,018 |
26,768 |
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
(11,257) |
(24,928) |
(36,185) |
(3,549) |
(8,745) |
(12,294) |
Borrowings |
(720) |
- |
(720) |
- |
(1,500) |
(1,500) |
|
(11,977) |
(24,928) |
(36,905) |
(3,549) |
(10,245) |
(13,794) |
Non-current liabilities |
|
|
|
|
|
|
Borrowings |
(46,094) |
(1,500) |
(47,594) |
(36,436) |
(2,100) |
(38,536) |
Derivative financial instruments |
(1,030) |
- |
(1,030) |
(1,061) |
- |
(1,061) |
|
(47,124) |
(1,500) |
(48,624) |
(37,497) |
(2,100) |
(39,597) |
Net assets |
41,687 |
8,203 |
49,890 |
31,919 |
8,673 |
40,592 |
The cost of the Company's investment in joint ventures was £15,000 (2012: £165,000).
The Directors' valuation of the trading and development stock shows a surplus of £1,028,000 above book value (2012: £1,435,000).
At 31 March 2013 the Group and the Company had interests in the following joint venture companies:
|
Country of incorporation |
Class of share capital held |
Proportion held Group |
Proportion held Company |
Nature of business |
Abbeygate Helical (Leisure Plaza) Ltd |
United Kingdom |
Ordinary |
50% |
50% |
Development |
Abbeygate Helical (Winterhill) Ltd |
United Kingdom |
Ordinary |
50% |
50% |
Development |
Abbeygate Helical (C4.1) LLP |
United Kingdom |
n/a |
50% |
50% |
Development |
Shirley Advance LLP |
United Kingdom |
n/a |
50% |
- |
Development |
King Street Developments (Hammersmith) Ltd |
United Kingdom |
Ordinary |
50% |
- |
Development |
HP Properties Ltd (BVI) |
British Virgin Islands |
Ordinary |
60% |
- |
Investment |
Barts Two Investment Property Ltd |
Jersey |
Ordinary |
33% |
- |
Investment |
Helical Sosnica Sp. zoo. |
Poland |
Ordinary |
50% |
- |
Development |
207 Old Street Unit Trust |
Jersey |
n/a |
33% |
- |
Investment |
211 Old Street Unit Trust |
Jersey |
n/a |
33% |
- |
Investment |
Old Street Retail Unit Trust |
Jersey |
n/a |
33% |
- |
Investment |
City Road (Jersey) Ltd |
Jersey |
Ordinary |
33% |
- |
Investment |
During the year to 31 March 2013 the Group acquired a 33% stake in 207 Old Street Unit Trust, 211 Old Street Unit Trust, Old Street Retail Unit Trust and City Road (Jersey) Ltd all of which own investment properties in the UK. The results of these entities since acquisition have been included above.
During the year to 31 March 2012 the Group sold 50% of its interest in its subsidiary Helical Sosnica Sp. zoo. for nominal consideration. The results of this Company for the part of the year before the sale were consolidated in the Group's results and for the results of this Company for the part of the year after the sale and for the financial position at the balance sheet date have been accounted for as an investment held for sale due to a commitment to sell the remaining 50% within the next two years. The Group lost control of £65m of assets and £65m of liabilities as a result of the sale of its interest in Helical Sosnica Sp. zoo. At 31 March 2013 Helical Sosnica Sp zoo held a development property the fair value of which the Directors believe to be £105,802,000 (of which Helical's share is £52,901,000) and a bank loan of £49,830,000 (of which Helical's share is £24,915,000) repayable in September 2015.
17. Land, developments and trading properties
Group |
Development properties 31.3.13 £000 |
Trading stock 31.3.13 £000 |
Total 31.3.13 £000 |
Development properties 31.3.12 £000 |
Trading stock 31.3.12 £000 |
Total 31.3.12 £000 |
At 1 April |
97,103 |
2,638 |
99,741 |
137,254 |
10,288 |
147,542 |
Construction costs |
20,164 |
5 |
20,169 |
21,653 |
2,481 |
24,134 |
Interest capitalised |
2,526 |
- |
2,526 |
3,300 |
- |
3,300 |
Disposals |
(28,919) |
(110) |
(29,029) |
(58,101) |
(10,131) |
(68,232) |
Foreign exchange movements |
127 |
- |
127 |
(2,492) |
- |
(2,492) |
Provision |
(655) |
(5) |
(660) |
(4,511) |
- |
(4,511) |
At 31 March |
90,346 |
2,528 |
92,874 |
97,103 |
2,638 |
99,741 |
Company |
Development properties 31.3.13 £000 |
Development properties 31.3.12 £000 |
At 1 April |
101 |
1,125 |
Construction costs |
- |
51 |
Disposals |
- |
(1,020) |
Provision |
(101) |
(55) |
At 31 March |
- |
101 |
The Directors' valuation of trading and development stock shows a surplus of £48,837,000 above book value (2012: £33,107,000).
Interest capitalised in respect of the development of sites is included in stock to the extent of £7,010,000 (2012: £6,379,000).
Land, developments and trading properties with carrying values totalling £82,144,000 (2012: £83,493,000) were held as security against borrowings.
18. Available-for-sale investments
|
Current 31.3.13 £000 |
Current 31.3.12 £000 |
At 1 April |
7,003 |
10,505 |
Additions |
298 |
- |
Impairment in the year |
(1,304) |
(3,521) |
Fair value adjustments |
- |
19 |
At 31 March |
5,997 |
7,003 |
Included within current available-for-sale investments is an amount lent to a company promoting a mainly residential mixed-use development and a holding of 20% of the equity of this company.
The loan and the equity are classed as an available-for-sale investment and held at fair value. The Group has determined its fair value by considering both the loan and the equity element separately. The loan element is valued at the fair value of the expected consideration to be received including anticipated future costs of recovering this loan. This amount has been impaired in the year due to a revision in the expected receipt. The equity element is given a nil value with the Group valuing the underlying company on a break up basis at £nil as it is believed that this is the most probable outcome. This nil valuation is derived because the Group believe that the value of the property and any other of the company's assets, after the repayment of the loan payable to the Group, would be required to repay the outstanding creditors leaving negligible value to the shareholders.
The Group does not consider that it has significant influence over this company despite having 20% of the equity as another party owns a majority shareholding and the Group does not have a representative on the Board of the company.
Of the movement in the fair value of the loan and equity and the associated deferred tax movement, the impairment of £1,304,000 (2012: £3,521,000) has been recognised in Other Comprehensive Income.
19. Trade and other receivables
|
Group 31.3.13 £000 |
Group 31.3.12 £000 |
Company 31.3.13 £000 |
Company 31.3.12 £000 |
Trade receivables |
15,238 |
8,025 |
418 |
428 |
Amounts owed by joint venture undertakings |
25,568 |
12,457 |
20,803 |
6,658 |
Amounts owed by subsidiary undertakings |
- |
- |
304,392 |
316,935 |
Other receivables |
292 |
1,010 |
178 |
346 |
Prepayments and accrued income |
3,244 |
1,584 |
453 |
306 |
|
44,342 |
23,076 |
326,244 |
324,673 |
Included within Trade receivables of the Group at 31 March 2013 is £6,325,000 due in 2015 and 2016 which is shown as a non-current asset in the Balance Sheet.
20. Cash and cash equivalents
|
Group 31.3.13 £000 |
Group 31.3.12 £000 |
Company 31.3.13 £000 |
Company 31.3.12 £000 |
Rent deposits and cash held at managing agents |
2,788 |
2,438 |
- |
- |
Cash held by solicitors |
- |
1,115 |
- |
- |
Cash held in blocked accounts |
7,327 |
3,578 |
- |
- |
Cash deposits |
26,748 |
28,280 |
24,035 |
26,355 |
|
36,863 |
35,411 |
24,035 |
26,355 |
21. Trade and other payables
|
Group 31.3.13 £000 |
Group 31.3.12 £000 |
Company 31.3.13 £000 |
Company 31.3.12 £000 |
Trade payables |
7,599 |
5,274 |
233 |
270 |
Social security costs and other taxation |
2,988 |
1,231 |
- |
- |
Amounts owed to subsidiary undertakings |
- |
- |
152,435 |
145,120 |
Other payables |
4,073 |
4,458 |
71 |
79 |
Accruals |
15,293 |
8,692 |
841 |
1,396 |
Deferred income |
4,976 |
5,152 |
- |
- |
|
34,929 |
24,807 |
153,580 |
146,865 |
22. Borrowings
|
Group 31.3.13 £000 |
Group 31.3.12 £000 |
Company 31.3.13 £000 |
Company 31.3.12 £000 |
Current debt |
39,295 |
59,203 |
6,848 |
5,546 |
Bank loans repayable within: |
|
|
|
|
- one to two years |
10,811 |
71,551 |
- |
- |
- two to three years |
63,009 |
656 |
4,457 |
- |
- three to four years |
99,301 |
21,600 |
- |
- |
- four to five years |
47,325 |
110,185 |
- |
- |
Non-current debt |
220,446 |
203,992 |
4,457 |
- |
Bank overdrafts and term loans in creditors falling due within one year and after one year are secured against properties held in the normal course of business by subsidiary undertakings to the value of £394,169,000 (2012: £410,368,000). These will be repayable when the underlying properties are sold. Bank overdrafts and term loans exclude the Group's share of borrowings in joint venture companies of £48,314,000 (2012: £40,036,000).
23. Financing and financial instruments
The policies for dealing with liquidity and interest rate risk are noted in the Strategy and Performance Review.
|
Group 31.3.13 £000 |
Group 31.3.12 £000 |
Bank overdraft and loans - maturity |
|
|
Due after more than one year |
220,446 |
203,992 |
Due within one year |
39,295 |
59,203 |
|
259,741 |
263,195 |
The Group has various undrawn committed borrowing facilities. The facilities available at 31 March 2013 in respect of which all conditions precedent had been met were as follows:
|
Group 31.3.13 £000 |
Group 31.3.12 £000 |
Expiring in one year or less |
1,877 |
16,441 |
Expiring in more than one year but not more than two years |
1,694 |
777 |
Expiring in more than two years but not more than three years |
6,074 |
- |
Expiring in more than three years but not more than four years |
25,811 |
- |
Expiring in more than four years but not more than five years |
- |
21,091 |
|
35,456 |
38,309 |
Interest rates - Group |
% |
Expiry |
31.3.13 £000 |
% |
Expiry |
31.3.12 £000 |
Fixed rate borrowings: |
|
|
|
|
|
|
- swap rate plus bank margin |
3.958 |
Jan 2015 |
50,000 |
3.950 |
Jan 2015 |
50,000 |
- swap rate plus bank margin |
4.500 |
Jan 2015 |
11,873 |
4.500 |
Jan 2015 |
12,250 |
- swap rate plus bank margin |
- |
- |
- |
6.401 |
Oct 2012 |
28,500 |
- swap rate plus bank margin |
5.645 |
Oct 2014 |
6,690 |
5.645 |
Oct 2014 |
6,690 |
- swap rate plus bank margin |
6.240 |
Dec 2013 |
10,120 |
6.240 |
Dec 2013 |
10,120 |
- swap rate plus bank margin |
3.972 |
Jan 2016 |
9,172 |
3.972 |
Jan 2016 |
9,172 |
- swap rate plus bank margin |
- |
- |
- |
5.300 |
Apr 2012 |
3,570 |
- swap rate plus bank margin |
4.240 |
Nov 2017 |
26,400 |
- |
- |
- |
- swap rate plus bank margin |
4.117 |
May 2015 |
21,375 |
- |
- |
- |
Weighted average |
4.340 |
Sep 2015 |
135,630 |
4.804 |
Mar 2014 |
120,302 |
Floating rate borrowings |
3.312 |
Oct 2016 |
124,111 |
3.467 |
Oct 2014 |
142,893 |
Total borrowings |
|
|
259,741 |
|
|
263,195 |
Changes in fixed borrowing rates are the result of stepped increases in interest rate swaps rates. Floating rate borrowings bear interest at rates based on LIBOR.
As at 31 March 2013 and 31 March 2012 the Company's borrowings consist of fixed rate borrowings of £6,690,000 at 5.645% (2012: 5.645%) expiring in October 2014 with the remainder being floating rate borrowings.
In addition to the fixed rate borrowings above, the Group has a £75m interest rate swap at 2.0% starting in January 2015 and expiring in January 2020.
Economic hedging
In addition to the fixed rates, borrowings are also hedged by the following financial instruments:
Instrument |
Value £000 |
Rate % |
Start |
Expiry |
Current: - cap |
40,950 |
6.000 |
May 2008 |
May 2013 |
- cap |
50,000 |
4.000 |
Apr 2011 |
Apr 2015 |
- cap |
25,000 |
4.000 |
Apr 2011 |
Apr 2016 |
- cap |
50,000 |
4.000 |
Jul 2013 |
Jul 2016 |
- cap |
25,000 - 75,000 |
4.000 |
Apr 2015 |
Jan 2017 |
- cap |
7,200 |
4.000 |
Jan 2012 |
Oct 2016 |
- cap |
10,613 - 11,037 |
4.000 |
Jan 2015 |
Jan 2016 |
Where a range in capped values is shown, these reflect stepped increases over the life of the cap.
Gearing |
Group 31.3.13 £000 |
Group 31.3.12 £000 |
Total debt |
259,741 |
263,195 |
Cash |
(36,863) |
(35,411) |
Net debt |
222,878 |
227,784 |
Net debt excludes the Group's share of debt in joint ventures of £48,314,000 (2012: £40,036,000).
|
Group 31.3.13 £000 |
Group 31.3.12 £000 |
Net assets |
253,768 |
253,730 |
Gearing |
88% |
90% |
24. Share capital
|
31.3.13 £000 |
31.3.12 £000 |
Authorised |
39,577 |
39,577 |
|
39,577 |
39,577 |
The authorised share capital of the Company is £39,576,626.60 divided into ordinary shares of 1p each and deferred shares of 1⁄8p each.
|
31.3.13 £000 |
31.3.12 £000 |
||
Allotted, called up and fully paid |
|
|
||
- 118,137,522 ordinary shares of 1p each |
1,182 |
1,182 |
||
- 212,145,300 deferred shares of 1⁄8p each |
265 |
265 |
||
|
1,447 |
1,447 |
||
|
Shares in issue 31.3.13 Number |
Share capital 31.3.13 £000 |
Shares in issue 31.3.12 Number |
Share capital 31.3.12 £000 |
Ordinary shares |
|
|
|
|
At 1 April and 31 March |
118,137,522 |
1,182 |
118,137,522 |
1,182 |
Deferred shares |
|
|
|
|
At 1 April and 31 March |
212,145,300 |
265 |
212,145,300 |
265 |
The Group's capital management objectives are:
- to ensure the Group's ability to continue as a going concern; and,
- to provide an adequate return to shareholders.
The Group sets the amount of capital in proportion to its overall financing structure. It manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt. Capital is defined as being issued share capital, retained earnings, revaluation reserve and other reserves (2013: £246,220,000; 2012: £246,139,000). The Group continually monitors its gearing level to ensure that it is appropriate. Gearing decreased from 90% to 88% in the year due to the Group selling some of its non-core properties.
The deferred shares were issued on 23 December 2004 to those shareholders electing to receive a dividend, rather than a capital repayment or further shares in the Company, as part of the Return of Cash approved by shareholders on 20 December 2004. The deferred shares carry no voting rights and have no right to a dividend or capital payment in the event of a winding up of the Company.
The Company's Articles of Association give the Company irrevocable authority to purchase all or any of the deferred shares for a maximum aggregate total of 1 penny for all deferred shares in issue on the date of such purchase.
25. Share options
At 31 March 2013 and at 31 March 2012 there were 34,713 unexercised options over new ordinary 1p shares in the Company. No options over purchased ordinary 1p shares held by the ESOP had been granted to Directors and employees under the Company's share option schemes (31 March 2012: nil).
The Company uses a stochastic valuation model to value the share options.
Summary of share options |
Number 31.3.13 |
Weighted average exercise Price 31.3.13 |
Number 31.3.12 |
Weighted average exercise price 31.3.12 |
At 1 April |
34,713 |
259.25 |
- |
- |
Options granted |
- |
- |
34,713 |
259.25 |
Options exercised |
- |
- |
- |
- |
Option expired/lapsed |
- |
- |
- |
- |
At 31 March |
34,713 |
259.25 |
34,713 |
259.25 |
The share option awards outstanding at 31 March 2013 had a weighted average remaining contractual life of 1 year 3 months.
The outstanding share options are all exercisable at 259.25p per share.
26. Share-based payments
The Group provides share-based payments to employees in the form of performance share plan awards and a share incentive plan. The Company uses a stochastic valuation model and the resulting value is amortised through the Income Statement over the vesting period of the share-based payments.
Performance share plan awards |
Awards |
2013 Weighted average award value |
Awards |
2012 Weighted average award value |
Outstanding at beginning of period |
7,230,850 |
277p |
6,249,364 |
284p |
Awards lapsed during the period |
(2,133,222) |
300p |
(1,747,441) |
276p |
Awards made during the period |
4,212,534 |
153p |
2,728,927 |
259p |
Outstanding at end of period |
9,310,162 |
211p |
7,230,850 |
277p |
The performance share plan awards outstanding at 31 March 2013 had a weighted average remaining contractual life of 1 year 5 months.
The inputs into the stochastic model of valuation of the PSP awards made in the year to 31 March 2013 were as follows:
|
2013 |
2012 |
2011 |
Weighted average share price |
203.4p |
215.2p |
285.1p |
Weighted average exercise price |
- |
- |
- |
Expected volatility |
n/a |
n/a |
n/a |
Expected life |
3 years |
3 years |
3 years |
Risk free rate |
n/a |
n/a |
n/a |
Expected dividends |
3.07% |
1.88% |
1.05% |
The Group recognised a charge of £1,864,000 (2012: £35,000) during the year in relation to Share-based payments.
At the balance sheet date there were no exercisable awards.
27. Own shares held
Following approval at the 1997 Annual General Meeting, the Company established the Helical Bar Employees' Share Ownership Plan Trust (the "Trust") to be used as part of the remuneration arrangements for employees. The purpose of the Trust is to facilitate and encourage the ownership of shares by or for the benefit of employees by the acquisition and distribution of shares in the Company.
The Trust purchases shares in the Company to satisfy the Group's obligations under its Share Option Schemes and Performance Share Plan.
At 31 March 2013, unexercised options over nil (2012: nil) ordinary 1p shares in Helical Bar plc had been granted over shares held by the Trust.
At 31 March 2013, outstanding awards over 9,310,162 (2012: 7,230,850) ordinary 1p shares in Helical Bar plc had been made under the terms of the Performance Share Plan over shares held by the Trust.
At 31 March 2013, the Trust held 1,292,000 shares (2012: 1,292,000).
28. Contingent liabilities
The Company has entered into cross guarantees in respect of the banking facilities of its subsidiaries. These are not considered to have a material value.
Other than these contingent liabilities there were no contingent liabilities at 31 March 2013 for the Group or the Company (2012: £nil).
29. Net assets per share
|
31.3.13 £000 |
Number of shares 000s |
31.3.13 pence per share |
31.3.12 £000 |
Number of shares 000s |
31.3.12 pence per share |
Net asset value |
253,768 |
118,138 |
|
253,730 |
118,138 |
|
Less: own shares held by ESOP |
|
(1,292) |
|
|
(1,292) |
|
deferred shares |
(265) |
|
|
(265) |
|
|
Basic net asset value |
253,503 |
116,846 |
217 |
253,465 |
116,846 |
217 |
Add: unexercised share options |
90 |
34 |
|
90 |
34 |
|
Add: dilutive effect of the Performance Share Plan |
3,649 |
1,824 |
|
1,757 |
901 |
|
Diluted net asset value |
257,242 |
118,704 |
217 |
255,312 |
117,781 |
217 |
Adjustment for: |
|
|
|
|
|
|
- fair value of financial instruments |
6,048 |
|
|
3,494 |
|
|
- deferred tax |
578 |
|
|
1,050 |
|
|
Adjusted diluted net asset value |
263,868 |
118,704 |
222 |
259,856 |
117,781 |
221 |
Adjustment for: |
|
|
|
|
|
|
- fair value of trading and development properties |
49,865 |
|
|
34,542 |
|
|
Diluted EPRA net asset value |
313,733 |
118,704 |
264 |
294,398 |
117,781 |
250 |
Adjustment for: |
|
|
|
|
|
|
- fair value of financial instruments |
(6,048) |
|
|
(3,494) |
|
|
- deferred tax |
(578) |
|
|
(1,050) |
|
|
Diluted EPRA triple net asset value |
307,107 |
118,704 |
259 |
289,854 |
117,781 |
246 |
The net asset values per share have been calculated in accordance with the best practice recommendations of the European Public Real Estate Association ("EPRA").
The adjustments to the net asset value comprise the amounts relating to the Group and its share in joint ventures.
30. Related party transactions
At 31 March 2013 and 31 March 2012 the following amounts were due from the Group's joint ventures.
|
At 31.3.13 £000 |
At 31.3.12 £000 |
Abbeygate Helical (Leisure Plaza) Ltd |
3,279 |
2,316 |
Abbeygate Helical (C4.1) LLP |
- |
10 |
King Street Developments (Hammersmith) Ltd |
2,392 |
2,150 |
Shirley Advance LLP |
4,323 |
4,603 |
The Asset Factor Ltd |
n/a |
8 |
HP Properties Ltd (BVI) |
- |
- |
Barts Two Investment Property Ltd |
152 |
3 |
Helical Sosnica Sp. zoo |
10,839 |
3,367 |
207 Old Street Unit Trust |
1,757 |
n/a |
211 Old Street Unit Trust |
1,456 |
n/a |
Old St Retail Unit Trust |
684 |
n/a |
City Road (Jersey) Ltd |
675 |
n/a |
All movements in joint venture balances related to loans repaid and loans advanced.
At 31 March 2013 and 31 March 2012 there were the following balances between the Company and its subsidiaries.
|
At 31.3.13 £000 |
At 31.3.12 £000 |
Amounts due from subsidiaries |
304,392 |
316,935 |
Amounts due to subsidiaries |
152,435 |
145,120 |
During the years to 31 March 2013 and 31 March 2012 there were the following transactions between the Company and its subsidiaries:
|
Year ended 31.3.13 £000 |
Year ended 31.3.12 £000 |
Management charges receivable |
3,480 |
4,318 |
Management charges payable |
83 |
127 |
Interest receivable |
1,574 |
3,439 |
Interest payable |
- |
- |
Management charges relate to the performance of management services for the Company or its subsidiaries. Interest receivable relates to interest on loans made by the Company to its subsidiaries. All of these transactions, and the year-end balance sheet amounts arising from these transactions were conducted on an arm's length basis and on normal commercial terms. Amounts owed by subsidiaries to the Company are identified in note 19. Amounts owed to subsidiaries by the company are identified in note 21.
Appendix l - Ten Year Review
Income Statements
|
IFRS 31.3.13 £000 |
IFRS |
IFRS |
IFRS |
IFRS |
IFRS |
IFRS |
IFRS |
IFRS |
UK GAAP |
Revenue |
65,439 |
52,968 |
119,059 |
67,354 |
81,770 |
65,623 |
123,176 |
119,274 |
101,469 |
54,566 |
Net rental income |
19,578 |
17,876 |
14,187 |
14,151 |
17,682 |
16,400 |
14,771 |
16,524 |
20,440 |
22,980 |
Development profit/(loss) |
7,616 |
5,166 |
(1,729) |
8,748 |
15,040 |
6,453 |
- |
- |
- |
- |
Provisions against stock |
(660) |
(4,511) |
(14,913) |
(10,041) |
(22,744) |
(385) |
- |
- |
- |
- |
Trading (loss)/profit |
(1) |
- |
(367) |
(10) |
(514) |
(29) |
2,094 |
13,441 |
5,771 |
1,031 |
Share of results of joint ventures |
3,854 |
2,472 |
2,886 |
3,745 |
1,846 |
(98) |
6,196 |
437 |
2,699 |
1,636 |
Other (expense)/income |
(547) |
113 |
(358) |
26 |
6,752 |
(315) |
766 |
235 |
235 |
601 |
Gross profit/(loss) before gain/(loss) on investment properties |
29,840 |
21,116 |
(294) |
16,619 |
18,062 |
22,026 |
37,414 |
35,231 |
41,809 |
26,286 |
(Loss)/gain on sale of investment properties |
(2,388) |
(376) |
4,842 |
(4,909) |
1,335 |
(236) |
7,457 |
7,818 |
14,106 |
2,035 |
Revaluation surplus/(deficit) on investment properties |
3,723 |
3,664 |
2,670 |
13,104 |
(68,005) |
(32,554) |
33,180 |
35,733 |
30,098 |
- |
Gain on sale of investments |
- |
- |
- |
- |
1,892 |
- |
- |
- |
- |
- |
Impairment of available-for-sale investments |
- |
- |
(1,817) |
- |
- |
- |
- |
- |
- |
- |
Administrative expenses excluding performance related awards |
(8,092) |
(7,385) |
(6,970) |
(6,652) |
(7,410) |
(6,894) |
(6,174) |
(6,104) |
(5,848) |
(5,799) |
Performance related awards |
(6,828) |
(415) |
(80) |
(2,028) |
(680) |
(6,765) |
(11,370) |
(10,478) |
(9,909) |
(2,238) |
Loss on sale of subsidiary |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(59) |
Finance costs |
(9,577) |
(8,409) |
(6,992) |
(9,328) |
(9,718) |
(3,033) |
(2,710) |
(7,421) |
(8,734) |
(7,642) |
Finance income |
887 |
583 |
652 |
1,039 |
2,082 |
2,579 |
1,335 |
1,295 |
1,948 |
1,070 |
Movement in fair value of derivative financial instruments |
(2,573) |
(306) |
1,776 |
1,157 |
(13,412) |
(1,270) |
956 |
1,046 |
1,225 |
- |
Foreign exchange gains/(losses) |
17 |
(1,064) |
(67) |
(1,127) |
3,999 |
1,862 |
- |
- |
- |
- |
Profit/(loss) before tax |
5,009 |
7,408 |
(6,280) |
7,875 |
(71,855) |
(24,285) |
60,088 |
57,120 |
64,695 |
13,653 |
Tax |
815 |
158 |
2,391 |
1,711 |
18,359 |
11,971 |
(8,000) |
(9,676) |
844 |
(2,199) |
Profit/(loss) after tax |
5,824 |
7,566 |
(3,889) |
9,586 |
(53,496) |
(12,314) |
52,088 |
47,444 |
65,539 |
11,454 |
Balance Sheets
|
IFRS 31.3.13 £000 |
IFRS |
IFRS |
IFRS |
IFRS |
IFRS |
IFRS |
IFRS |
IFRS |
UK GAAP |
Investment portfolio |
312,026 |
326,876 |
271,876 |
219,901 |
241,287 |
306,778 |
316,025 |
294,583 |
271,315 |
334,932 |
Land, developments and trading properties |
92,874 |
99,741 |
147,542 |
182,576 |
210,415 |
182,508 |
110,815 |
86,076 |
95,568 |
70,254 |
Group's share of investment properties held by joint ventures |
94,962 |
67,187 |
65,875 |
45,305 |
- |
- |
- |
- |
- |
- |
Group's share of land, trading and development properties held by joint ventures |
23,797 |
15,709 |
14,433 |
10,697 |
10,109 |
6,885 |
5,795 |
4,906 |
4,672 |
2,968 |
Group's share of total properties |
523,659 |
509,513 |
499,726 |
457,479 |
461,811 |
496,171 |
432,635 |
385,565 |
371,155 |
408,154 |
Net debt |
222,878 |
227,784 |
206,090 |
202,958 |
224,676 |
205,510 |
134,018 |
112,708 |
124,976 |
129,799 |
Group's share of net debt of joint ventures |
48,314 |
36,409 |
35,245 |
25,794 |
3,550 |
17,070 |
11,049 |
2,202 |
2,344 |
8,379 |
Group's share of net rental income of joint ventures |
4,881 |
5,060 |
3,590 |
695 |
212 |
186 |
118 |
130 |
120 |
1,418 |
Shareholders' funds |
253,768 |
253,730 |
255,397 |
242,607 |
237,066 |
268,659 |
282,186 |
230,097 |
186,165 |
234,917 |
Dividend per ordinary share |
5.25p |
4.90p |
2.00p |
7.25p |
4.50p |
4.50p |
4.05p |
3.65p |
3.32p |
3.32p |
Special dividend per ordinary share |
- |
- |
- |
- |
- |
- |
- |
- |
80.0p |
- |
Diluted EPRA earnings/(loss) per ordinary share |
2.4p |
3.4p |
(6.4p) |
2.9p |
9.0p |
11.6p |
16.6p |
12.2p |
11.5p |
n/a |
Diluted adjusted EPRA net assets per share |
264p |
250p |
253p |
272p |
286p |
352p |
374p |
309p |
238p |
182p |
The financial statements for the year to 31 March 2005 have been restated to reflect the adoption of International Financial Reporting Standards.
The above table has not been audited but the information for the years to 31 March 2006 to 31 March 2013 is taken from the financial statements of those years and the information for the years 31 March 2004 to 31 March 2005 is taken from the financial statements of those years restated to reflect the impact of the 5 for 1 share issue on 1 September 2005.
The diluted EPRA earning per ordinary share was not calculated for the year to 31 March 2004.
Appendix Il - Property Portfolio
Investment portfolio
London offices
|
|
|
|
|
Address |
Description |
Net area (sq ft) |
Average rent |
Vacancy rate |
Shepherds Building, Shepherds Bush, London, W14 |
Multi-let office building. Let to media companies |
151,000 |
£23.95 psf |
3% |
Silverthorne Road, Battersea, London, SW8 |
Multi-let office building. Let to media companies |
107,000 |
£20.90 psf |
26% |
Barts Square, London, EC1 |
NHS Hospital with planning consent for 225,000 sq ft office, 200,000 sq ft residential and 26,000 sq ft retail / leisure |
420,000 |
£8.85 psf |
5% |
207-211 Old Street, London, EC1 |
Office and retail buildings with major refurbishment / redevelopment potential |
284,000 |
Office: £11.85 psf Retail: £25-£75 ITZA |
15% |
Broadway House, London, W6 |
Recently refurbished office and retail building adjacent to Hammersmith Broadway |
35,000 |
Office: £24.50 |
30% |
The Powerhouse, Chiswick, London, W4 |
Single let music recording / office building |
24,000 |
£16.50 psf |
0% |
|
|
1,021,000 |
|
|
Regional offices
|
|
|
|
|
Address |
Description |
Net area (sq ft) |
Average rent |
Vacancy rate |
Fordham, Newmarket |
Single let research and development facility |
70,000 |
£17.70 psf |
0% |
|
|
70,000 |
|
|
Industrial
|
|
|
|
|
Address |
Description |
Net area (sq ft) |
Average rent |
Vacancy rate |
Dales Manor, Business Park, Cambridge |
Industrial and office park |
68,000 |
£8.50 psf |
3% |
Winterhill Industrial Estate, Milton Keynes |
Town centre industrial estate |
25,000 |
£7.70 psf |
0% |
Crownhill Business Centre, Milton Keynes |
Multi-let industrial estate |
108,000 |
£6.60 psf |
20% |
|
|
201,000 |
|
|
Retail
|
|
|
|
|
Address |
Description |
Net area (sq ft) |
Average rent |
Vacancy rate |
The Morgan Quarter, Cardiff |
Prime retail parade and listed retail arcades with residential above |
294,000 |
£120-£175 ITZA |
4% |
78-104 Town Square, Basildon |
High street retail parade with offices above |
54,000 |
£75-£100 ITZA |
16% |
The Guineas, Newmarket |
Town centre shopping centre |
142,000 |
£30-£50 ITZA |
4% |
Idlewells Shopping Centre, |
Covered town centre shopping centre |
143,000 |
£25-£50 ITZA |
2% |
Corby Town Centre, Corby |
Town centre including modern shopping centre, original High Street, retail park and residential |
700,000 |
£30-£50 ITZA |
2% |
Clyde Shopping Centre, Clydebank |
Town centre shopping centre and foodstore |
627,000 |
£30-£65 ITZA |
3% |
Otford Retail Park, Sevenoaks |
Retail park |
42,000 |
£18.50 psf |
0% |
|
|
2,002,000 |
|
|
Development programme
Offices
|
|
|
|
|
Address |
Area sq ft (NIA) |
Fund/owner |
Helical interest |
Type of development |
200 Aldersgate Street, London EC1 |
370,000 |
Deutsche Pfandbriefbank |
Dev. Man |
Refurbished and in course of letting |
Mitre Square, London EC3 |
273,000 |
Helical |
100% |
Site for new consented office building |
The Hub, Pacific Quay, Glasgow |
60,000 |
Helical |
100% |
Media focused multi-let office |
St Vincent Street, Glasgow |
220,000 |
Scottish Power/ Iberdrola |
Dev Man |
Creation of new office headquarters with local partner |
Botleigh Grange, Hedge End, Southampton |
23,000 |
- |
- |
New build regional HQ office |
|
946,000 |
|
|
|
|
|
|
|
|
Industrial
|
|
|
|
|
Address |
Area sq ft (NIA) |
Fund/owner |
Helical interest |
Type of development |
Ropemaker Park, Hailsham |
8,000 |
Helical |
90% |
New build - completed |
|
8,000 |
|
|
|
Retail
|
|
|
|
|
Address |
Area sq ft (NIA) |
|
Helical interest |
Type of development |
Parkgate, Shirley, West Midlands |
157,000 |
|
50% |
Consented food store, retail and residential. Construction underway. |
C4.1 Milton Keynes |
33,000 |
|
50% |
Remaining retail and office units, part let |
Leisure Plaza, Milton Keynes |
305,500 |
|
50% |
Consent for 133,000 sq ft retail store, 65,000 sq ft ice rink |
|
495,500 |
|
|
|
|
|
|
|
|
Retirement villages
|
|
|
|
|
Address |
Area sq ft (NIA) |
|
Helical interest |
Type of development |
Bramshott Place, Liphook, Hampshire |
151 |
|
100% |
115 units sold, 16 under offer. Construction of all phases completed |
Durrants Village, Faygate, Horsham |
171 |
|
100% |
First phase under construction |
Millbrook Village, Exeter |
164 |
|
100% |
Detailed consent for retirement village. Construction due to commence in 2013. |
Maudslay Park, Great Alne, Warwickshire |
132 |
|
100% |
82 acre site with consent for a retirement village. Construction due to commence in 2013. |
|
618 |
|
|
|
Change of use potential
|
|
|
|
|
Address |
Area sq ft (NIA) |
Helical interest |
|
Type of development |
Cawston, Rugby |
32 acres |
100% |
|
32 acre greenfield site with residential potential |
Arleston, Telford |
19 acres |
100% |
|
19 acre greenfield site with residential potential |
|
51 acres |
|
|
|
Mixed use developments
|
|
|
|
|
Address |
Area sq ft (NIA) |
Helical interest |
|
Type of development |
Brickfields, White City, London W12 |
1,500,000 |
Joint venture |
|
Received resolution to grant planning permission for residential led scheme. Contracts for the sale of the site exchanged. |
King Street, Hammersmith, London |
340,000 |
50% |
|
Revised planning application to be submitted in summer 2013 for residential, office, retail and leisure scheme |
|
1,840,000 |
|
|
|
Retail - Poland
|
|
|
|
|
Address |
Area sq ft (NIA) |
Fund/owner |
Helical interest |
Type of development |
Park Handlowy Mlyn, Wroclaw |
103,000 |
Helical |
100% |
Completed development, fully let |
Europa Centralna, Gliwice |
720,000 |
Helical / Standard Life |
37.50% |
Completed development |
|
823,000 |
|
|
|
Appendix IIl - Risk Register
Market risk
|
|
|
Risk |
Mitigation/remarks |
Action to be taken |
Property values decline |
Current uncertainties in the world economy mean that future performance is difficult to predict Helical has been active in disposing of non-performing assets and rebalancing its portfolio for the changing market |
Keep diversified portfolio to prevent being over-exposed to one sector |
Reduced tenant demand for space |
Group's strategy is to avoid doing speculative developments Focus is on buying well let properties in good locations
|
Continue to avoid speculative developments Continue to ensure that vacant space is kept to a minimum |
Strategic risk
|
|
|
Risk |
Mitigation/remarks |
Action to be taken |
Group's strategy is inconsistent with market conditions e.g.: - Asset concentration/lot size impacts on liquidity (e.g. if investments becomes difficult to sell does this affect our liquidity) - Asset concentration/mix creates excessive volatility in property revaluation movements |
Management constantly monitors the Group strategy and changes it where market conditions dictate. Management team is very experienced and has a strong track record in the property market Due to the small size of the Group and the management team, changes to the strategy can be effected more quickly than most other property companies |
|
Inappropriate capital structure (i.e. too highly geared) leading to financial underperformance |
The Group's gearing was 88% at 31 March 2013 The Group's gearing is constantly monitored to ensure that it remains appropriate relative to the economic cycle |
Continue monitoring capital structure Take gearing level into account when making business decisions |
Financial risk
|
|
|
Risk |
Mitigation/remarks |
Action to be taken |
Inability to roll over loans |
Good relationship with the majority of real estate lending institutions Maturity profile of the Group's loans at 31 March 2013 is: Since March 2013 of the loans expiring within one year £8m have been repaid and £6m have been renewed until 2017 Maturity profile of the Group's share of joint venture loans at 31 March 2013 is: Borrowing is spread between a number of different institutions |
Focus on refinancing loans due to be repaid before 31 March 2014 |
Foreign exchange risk |
Helical's exposure to foreign exchange risk is been reduced due to borrowing on developments in local currencies where possible. As at 31 March 2013 the Group's net euro assets are worth £19.2m, net Polish zloty assets £0.2m and net US dollars assets £6.0m. |
|
Increase in cost of borrowing |
At 31 March 2013 the Group and its share of joint ventures had £163m of fixed rate debt and interest rates caps of £142m at an average rate of 4.71% Hedge effectiveness regularly monitored |
Ensure that hedging % remains at an appropriate level |
Financial risk (continued)
|
|
|
Risk |
Mitigation/remarks |
Action to be taken |
Breaching loan covenants |
Adherence to loan covenants are constantly monitored with reference to current compliance and forecast compliance. |
Continue monitoring loan covenants |
Insufficient liquidity to take advantage of opportunities |
As at 31 March 13 the Group had £37m of cash, £35m of undrawn borrowings and £27m of uncharged property |
Maintain overdraft facilities Ensure that cash resources do not fall below currently forecast levels |
Tenant default |
Tenant covenant strength is considered when making property decisions. Currently no tenant represents more than 5.5% of the Group's share of total rent roll. Bad debts were 2% of gross rent in the year to 31 March 2013. |
Maintain dialogue with tenants to reduce risk of unexpected non-payment Ensure no over reliance on individual tenants |
Loss of deposits due to banking counterparty failure |
All deposits are held at high quality financial institutions No significant deposits held outside the UK Regular monitoring of financial institutions |
Ensure that all deposits remain at well capitalised institutions |
People risk
|
|
|
Risk |
Mitigation/remarks |
Action to be taken |
Lack of the right personnel to ensure the Group's strategy is adhered to |
Senior management team are very experienced Employee turnover is low Remuneration is set to attract and retain high calibre staff |
Monitor staff resources to ensure appropriate to any changes in the business |
Health & safety issues |
Health and safety policy updated annually Use of specialist professional advice Not involved in high risk activities No significant issues reported in the year |
Monitor compliance with policy Continue to use specialist advice |
Bribery and corruption risk |
Anti-bribery policy and procedures in place which it is distributed to all staff and all significant Joint Venture partners The Board is firmly behind the prohibition of giving or receiving of bribes or facilitation payments |
Continue to identify and monitor projects with a greater exposure to bribery and corruption Avoid doing business in high risk territories |
Development risk
|
|
|
Risk |
Mitigation/remarks |
Action to be taken |
Inability to add to the current development pipeline |
Experienced development team with an excellent track record Good reputation in property sector |
|
Changes in legislation leading to delays in receiving planning permission |
Good relationships with planning consultants and local authorities |
Keep up to date with planning legislation Continue to use specialist professional advisors |
Lack of demand for new property |
Group's strategy is to avoid doing speculative developments |
Continue to avoid speculative developments |
Inability to find suitable contractors / JV partners |
Well established network of Joint Venture partners which it has worked with in the past As Helical nears the construction of key projects (e.g. White City, Barts Square, Old Street) this risk increase |
Appoint well established contractors with a good reputation |