Interim Results
ING UK Real Estate Income Trust Ltd
08 September 2006
8 September 2006
ING UK Real Estate Income Trust Limited
Re: Interim Report and Consolidated Financial Statements for the period from 1
January to 30 June 2006
On 7 September 2006, the Directors of ING UK Real Estate Income Trust Limited
approved the Company's Interim Report and Consolidated Financial Statements for
the period from 1 January to 30 June 2006.
Please find below a full copy of the Interim Report and Consolidated Financial
Statement.
(a link to a PDF version can be found at the end of the announcement)
Group Summary
ING UK Real Estate Income Trust Limited ('the Company') is a closed-ended,
Guernsey registered, Investment Company. The Company has three subsidiaries; ING
UK Real Estate (Property) Limited, ING UK REIT (SPV) Limited and ING (UK) Listed
Real Estate, (together 'the Group') whose results are consolidated, and one
Special Purpose Entity, ING (UK) Listed Real Estate Issuer Plc, whose results
are consolidated under SIC 12. The subsidiaries were incorporated to provide a
tax efficient structure. The investment portfolio is managed by ING Real Estate
Investment Management (UK) Limited, a member of the ING Group. The Group was
listed on the London and Channel Islands' Stock Exchanges on the 25 October 2005
and currently has nearly 800 investors.
The Group's aim is to provide shareholders with an attractive level of income
together with the potential for capital growth.
It will invest both directly and indirectly in an investment portfolio
comprising UK, Isle of Man and Channel Islands properties and will focus
initially on five principal commercial property sectors: office, retail,
industrial, retail warehouse and leisure. It is the present intention that the
Group's borrowings will be limited to a maximum of 50% of gross assets.
Financial Highlights and Performance Summary
> Share price rose by 6% during the period 1 January 2006 to 30 June 2006
from 108.5 pence to 114.75 pence
> Two dividends of 1.16 pence per share and 1.5625 pence per share were
paid in February and May 2006 respectively
> Net asset value per share rose to 117.4 pence, reflecting a gain of 11.6%
during the period
> Gross property assets increased from GBP 505.6 million to GBP 553.7
million
> Shareholders' funds rose to GBP 358.1 million from GBP 320.8 million
> The consolidated profit for the period was GBP 45.6 million, including
unrealised investment gains of GBP 38.3 million
> Net income increased to GBP 7.3 million for the period
Chairman's Statement
On behalf of the Board, I am pleased to report that the Group has continued to
deliver on its objectives. These consolidated accounts show good performance
over the six month period ending 30 June 2006. The Net Asset Value per share has
increased by 11.6% to 117 pence and, in addition, dividend payments have been
made totalling 2.72 pence per share.
With increasing interest rates, the Group is fortunate to have fixed its cost of
debt until 2013 at an attractive all-in rate of 5.1%. In accordance with
recognised accounting practices, the fair value of the interest rate swap used
to fix the cost of debt is accounted for through the Income Statement.
The property portfolio has now increased in value to over GBP 553 million and
has delivered an income return over the period of 3.3%, ahead of the IPD
Quarterly All Property Index (at 2.4%), with a total return of 9.3%, on an
ungeared basis, marginally behind the index at 9.6%.
During the period, the Group made its first acquisition which has further
increased its Central London Office weighting. This area of the market is
expected to perform strongly in the short/medium term although the 'low
yielding' nature of this type of investment makes it more difficult to source
opportunities that meet the Group's income objective.
In terms of investor relations, I am pleased to announce the launch of the
Group's website, which will allow shareholders easy access to information
concerning the Group. This is available to view at www.ingreit.co.uk.
Conditions in the UK property market remain favourable and on a one, three and
ten year basis the sector has outperformed both equities and gilts, whilst
continuing to offer the highest income return.
In recent years, much of this performance has been through yield compression but
this will not continue indefinitely; as this weakens, income growth will play an
increasingly important role in delivering strong returns.
Investor demand for property assets shows little sign of weakening and tenant
demand, particularly in the office sector, is improving. Stock selection and
proactive management of any portfolio will be crucial in delivering performance.
I am confident that the Group is well positioned on a sector basis and is
demonstrating its ability to continue to deliver on its objectives.
Nick Thompson
Chairman of the Board
7 September 2006
Investment Manager's Commentary
THE UK PROPERTY MARKET
The IPD Quarterly All-Property Index total return over the six months to June
2006 was 9.6%. Although rental growth continues to improve steadily,
yield-driven capital appreciation is still the main driver of total returns.
Capital values increased a further 6.9% per annum in the first six months of the
year.
Offices are currently the best performing property sector with returns averaging
11.6% over the last six months. Total returns in the central London markets are
higher than the sector average due to the benefits of significant recent rental
value uplifts. Retailer turnover has recently shown renewed life but trading
conditions remain tough for occupiers. Nevertheless, rental values have held up
well and retail property returns have averaged 8.7% in the year to date.
Industrial property returns over the last six months slightly edged ahead of
retail at an average 9%. Furthermore industrial stock still offers an income
advantage over the other property sectors.
UK economic growth increased by 0.8% in the second quarter, taking the annual
growth rate back above the long-term trend, generally considered to be around
2.5% per annum. The improvement was primarily on the service side of the economy
including distribution, financial & business services but perhaps most
surprisingly, as noted above, retail sales. Looking ahead, although concerns
exist regarding a possible US and global economic weakening, the vast majority
of forecasters still anticipate that the UK economy will continue to see growth
at or above trend over the next 18 months. This has highly positive implications
for commercial property rental growth.
CPI annual inflation, the Government's target measure, rose to 2.5% per annum in
June, the highest level since the start of the official series in 1997. Combined
with economic growth, surprisingly on the upside this quarter, the interest rate
outlook has now shifted upward. This underpinned the Bank of England's decision
to increase base rates by 25 basis points to 4.75% in early August. Although
property investment is no longer readily self-financing, investors are still
prepared to forgo income to gear-up on the capital growth component of total
return.
Whilst there are signs that investment transactions have slowed in 2006 against
last year's levels, investor appetite shows little sign of dissipating. High
property investment demand, particularly ahead of the launch of on-shore REITs
within the UK in January 2007, has resulted in reduced investment availability
and continued strong capital appreciation. Despite increasing rental growth, the
capital appreciation has resulted in a further dilution of the income
distribution yield available to new property fund investors. However, in the
coming years we anticipate that purely yield driven capital appreciation will
subside and rents will re-establish themselves as the primary driver of property
fund performance.
(Source: IPD Quarterly Index, ONS)
PORTFOLIO ACTIVITY
As at 30 June 2006 the value of the Group's portfolio was GBP 553.7 million with
an annual net income of GBP 32.3 million showing a running yield at a property
level of 5.8%. The portfolio comprises 56 properties with an average unexpired
lease term approaching nine years. The void level at 30 June 2006 represented
4.1% of total income (excluding Watford where the Group benefits from a rent
guarantee until August 2007).
During the period, the Group made its first acquisition, completing on the
purchase of a multi-let office building located within the City of London. The
property, known as Boundary House, Jewry Street, London EC3 became the sixth
largest asset and was acquired reflecting a net initial yield of 5.2% and a
capital value of approximately GBP 360 per sq ft. The property offers
significant scope to enhance value from both a recovering central London office
market as well as active management and refurbishment initiatives, with a range
of lease expiries over the next three years.
In our last report, we advised of the fire at the Magna Park property. We are
pleased to confirm that the property is fully rebuilt and the tenant, TNT, has
now reoccupied the building and recommenced rental payments. The Group's
insurers covered the loss of the rental income over the period and the
rebuilding costs.
The Group has taken a number of surrenders of occupational leases. This has
enhanced both value and income, by achieving lettings at rents and timescales
ahead of expectations.
Proactive management of the portfolio remains critical and we are continually
speaking with tenants to ensure that we can maximise opportunities when they
arise. The portfolio has a number of lease expiries within the short to
medium-term and we are working hard to ensure tenant retention as well as
maximising opportunities should units become vacant.
Following the period end, the additional debt facility contained within the
securitisation structure was utilised. An additional GBP 25 million of debt was
issued in the form of AAA rated Reserve Notes which has been fully hedged until
30 January 2013. The total debt on the portfolio has increased to GBP 225
million at an effective all in rate of 5.1%.
Subsequent to the period end the Group acquired another central London office -
Notcutt House, Southwark Bridge Road, London, SE1. The purchase price of GBP 7
million reflects a net initial yield of 5.75%. The property was refurbished in
2001 and is let to a single tenant until September 2016. The Group also disposed
of a retail property at Gorgie Park Road, Edinburgh for GBP 3.6 million, well in
excess of the June valuation of GBP 2.98 million.
We continue to search for suitable acquisitions that meet the Group's objectives
and, where appropriate, disposing of assets that do not.
ING Real Estate Investment Management (UK) Limited
7 September 2006
Portfolio Statistics
GEOGRAPHICAL
As at 30 June 2006 the regional weightings of the property portfolio, as a
percentage of current capital value, are summarised as follows:
Central London 7.9%
South East & Greater London 35.9%
Midlands 18.1%
South West 4.6%
North 17.7%
Wales 7.2%
Scotland 4.1%
Northern Ireland 2.9%
Offshore UK 1.6%
SECTOR
As at 30 June 2006 the sector weightings of the property portfolio, as a
percentage of current capital value, are summarised as follows:
Offices 41.4%
Industrial 21.5%
Retail 20.7%
Retail Warehouses 9.1%
Leisure 7.3%
COVENANT STRENGTH
The covenant strength as at 31 March 2006 is summarised as follows (based as a
percentage of current passing rent):
Portfolio IPD Quarterly benchmark
Negligible and Government risk 32.2% 37.6%
Low risk 32.0% 33.6%
Low-medium risk 9.2% 8.5%
Medium-high risk 15.9% 8.1%
High risk 4.5% 6.5%
Ineligible/not matched 6.2% 5.7%
Covenant strength data is produced by IPD and, as at 18 August 2006, is not
available for 30 June 2006.
LEASE EXPIRY
As at 30 June 2006 the length of the leases to the first termination is
summarised as follows (based as a percentage of current net annual rent):
< 5 years 37.7%
5-10 years 23.7%
10-15 years 28.4%
15-25 years 8.2%
> 25 years 2.0%
LIST OF PROPERTIES BY VALUE BAND
Properties in excess of GBP 20 million Predominant Use
Colchester Business Park, The Crescent, Colchester Office
36-42 Frodsham Street and Frodsham Square, Chester Retail
Unit 5320, Magna Park, Lutterworth Industrial
Phase II, Parc Tawe, Link Road, Swansea Retail Warehouse
Properties between GBP 15 million and GBP 20 million
Scottish Provident Buildings, Donegall Square West, Belfast Retail
Regency Wharf, Broad Street, Birmingham Leisure
Lincoln Place (Block 2),Farringdon Road, London EC1 Office
Boundary House, Jewry Street, London, EC3 Office
Scorpio Inns Pub Portfolio Leisure
Properties between GBP 10 million and GBP 15 million
Scots Corner, High St/Institute Rd, Birmingham Retail
Angouleme Way Retail Park, Bury Retail Warehouse
Angel Gate Office Village, City Road, London EC1 Office
Arena Court, Crown Lane, Maidenhead Office
401 Grafton Gate East, Milton Keynes Office
17/19 Fishergate, Preston Retail
Unit 2, Ravensback Business Park, Redditch Industrial
The Business Centre, Molly Millars Lane, Wokingham Industrial
171 Bath Road, Slough Office
Properties between GBP 5 million and GBP 10 million
Downmill Road, Bracknell Industrial
Waterside Park, Longshot Lane, Bracknell Office
9/12 St James Parade, Bristol Office
Longcross Court, Newport Road, Cardiff Office
City Link House & Tolley House, Addiscombe Road, Croydon Office
72/78 Murraygate, Dundee Retail
Queens House,17/29 St Vincent Place, Glasgow Office
Leys House, 86/88 Woodbridge Road, Guildford Office
6/12 Parliament Row, Hanley Retail
Units 1-3, 18/28 Victoria Lane, Huddersfield Retail
Provident House, Ballacottier Business Park, Isle Of Man Office
Waterside House, Kirkstall Road, Leeds Office
1-3 Chancery Lane, London WC2 Office
134/152 Balham High Road, London, SW12 Retail
Strathmore Hotel, Arndale Centre, Luton Leisure
Units 1-13 Dencora Way, Sundon Park, Luton Industrial
Heron Industrial Estate, Spencers Wood, Reading Industrial
Haynes Way, Swift Valley Industrial Estate, Rugby Industrial
Trident House, 42/48 Victoria Street, St Albans Office
Northampton Business Park, 800 Pavilion Drive, Northampton Office
Atlas, Third Avenue, Globe Park, Marlow Office
Easter Court, Gemini Park, Warrington Industrial
3 The Boulevard, Croxley Green, Watford Office
1 Boulevard Shire Park, Welwyn Garden City Office
Lawson Mardon Buildings, Kettlestring Lane, York Industrial
Properties under GBP 5 million
Unit 1 Oakwell Park Industrial Estate, Birstall Industrial
Riverside Business Centre, Aberdeen Office
Wren House, Hedgerows Business Park, Chelmsford Office
Merchants House, Crook Street, Chester Office
Kwik Save, Gorgie Park Road, Edinburgh Retail
477 Alexandra Parade, Glasgow Retail
593/599 Fulham Road , London SW6 Retail
Trafford Park, Ashburton Road East, Manchester Industrial
9/17 Western Road, Mitcham Retail Warehouse
40 Garsington Road, Oxford Industrial
69/75 Queensway, 2-12 Park Place, Stevenage Retail
7&9 Warren Street, Stockport Retail
Globe House, Madeira Road, West Byfleet Office
Unaudited Consolidated Income Statement
for the period from 1 January to 30 June 2006
1 January to 30 June 2006 15 Sept to 31 Dec
2005
(unaudited)
Notes Income Capital Total Total
GBP 000s GBP 000s GBP 000s GBP 000s
Income
Rental income 4 14,044 - 14,044 7,152
Service charge
recharged to tenants 872 - 872 737
Other operating income 1,750 - 1,750 60
Total operating income 16,666 - 16,666 7,949
Gains and Losses on
Investments
Unrealised gains on
revaluation of
investment properties - 32,092 32,092 18,371
Unrealised gain on
interest rate swap - 6,230 6,230 -
Total gains on
investments - 38,322 38,322 18,371
Expenses
Property management
fee (2,443) - (2,443) (848)
Property expenses (1,508) - (1,508) (66)
Service charge cost of
properties (872) - (872) (737)
Amortisation of
finance costs (145) - (145) (8)
Swap arrangement fee - - - (247)
Other (651) - (651) (133)
Total operating
expenses (5,619) - (5,619) (2,039)
Profit before finance
costs and tax 11,047 38,322 49,369 24,281
Bank and deposit
interest receivable 643 - 643 191
Loan interest expense (4,739) - (4,739) (1,915)
Total finance costs (4,096) - (4,096) (1,724)
Profit before tax 6,951 38,322 45,273 22,557
Tax 7 300 - 300 (300)
Profit for the period 7,251 38,322 45,573 22,257
Dividends (8,304) - (8,304) -
Retained earnings (1,053) 38,322 37,269 22,257
Earnings per share 8
Basic (p) - - 14.9 7.3
Diluted (p) - - 14.9 7.3
The total column of this statement represents the Group's Income Statement,
prepared in accordance with International Financial Reporting Standards. The
supplementary revenue return and capital return columns are both prepared under
guidance published by the Association of Investment Trust Companies. All items
in the above statement derive from continuing operations. Notes 1 to 21 form
part of these financial statements.
Unaudited Consolidated Statement of Changes in Equity
for the period ended 30 June 2006
Share Share Distributable Retained Total
Capital Premium Reserves Earnings
GBP 000s GBP 000s GBP 000s GBP 000s GBP 000s
Profit for the
period from
15 September
to 31 December
2005 - - - 22,257 22,257
Issue of share
capital - 298,544 - - 298,544
Transfer - (298,544) 298,544 - -
Balance as at
31 December
2005 - - 298,544 22,257 320,801
Profit for the
period from
1 January to
30 June 2006 - - - 37,269 37,269
Balance as at
30 June 2006 - - 298,544 59,526 358,070
All income is attributable to the equity holders of the parent company. There
are no minority interests. By way of a special resolution dated 30 September
2005, the amount standing to the credit of the share premium account was
cancelled and transferred to a distributable reserve. See Note 18.
Unaudited Consolidated Balance Sheet
as at 30 June 2006
Assets Notes 30 June 2006 31 December 2005
GBP 000s (unaudited)
GBP 000s
Non-current assets
Investment properties 10 553,746 505,630
Total non-current assets 553,746 505,630
Current assets
Receivables 11 4,809 4,638
Cash and cash equivalents 12 12,999 32,696
Total current assets 17,808 37,334
Total assets 571,554 542,964
Current liabilities
Accrued expenses and deferred income 14 (10,962) (11,812)
Other payables 15 (8,752) (10,351)
Total current liabilities (19,714) (22,163)
Non-current liabilities
Borrowings 13 (193,770) (200,000)
Total non-current liabilities (193,770) (200,000)
Total liabilities (213,484) (222,163)
Net assets 358,070 320,801
Ordinary share capital 17 - -
Distributable Reserve 18 298,544 298,544
Retained earnings 59,526 22,257
Shareholders' funds 358,070 320,801
Net Asset Value per share GBP 1.17 GBP 1.05
The interim report was approved by the Board of Directors on 7 September 2006
and signed on its behalf by:
Trevor Ash
Robert Sinclair
Unaudited Consolidated Cash Flow Statement for the period from 1 January to 30
June 2006
1 January to 30 June 15 Sept to 31 Dec
2006 2005
GBP 000s (unaudited)
GBP 000s
Profit before tax 45,273 22,557
Adjusted for
Interest received (643) (191)
Interest paid 4,739 1,656
Amortisation of finance
costs 145 8
Realised and unrealised
surplus on investment
properties and interest
rate swap (38,322) (18,371)
Operating profit before
working capital changes 11,192 5,659
Increase in trade and
other receivables (316) (2,689)
(Increase)/decrease in
trade and other payables (2,907) 21,864
Net cash flows from
operating activities 7,969 24,834
Cash flows from investing
activities
Purchase of investment
properties (16,024) (487,259)
Interest received 643 191
Net cash flows from
investing activities (15,381) (487,259)
Cash flows from financing
activities
Equity raised - 305,000
Proceeds from long term
borrowings - 200,000
Issue costs of borrowing
and equity raising - (8,414)
Interest paid (3,981) (1,656)
Dividends paid (8,304) -
Net cash flows from
financing activities (12,285) 495,121
Net (decrease)/increase
in cash and cash
equivalents (19,697) 32,696
Cash and cash equivalents
at beginning of period 32,696 -
Cash and cash equivalents
at end of period 12,999 32,696
Notes to the Unaudited Consolidated Financial Statements
for the period ended 30 June 2006
1. GENERAL INFORMATION
ING UK Real Estate Income Trust Limited was incorporated on 15 September 2005
and is registered as a closed ended Guernsey investment company (The address of
the registered office is given on page 28).
The interim consolidated financial statements are prepared for the period from 1
January to 30 June 2006. The comparable period is 15 September 2005 to 31
December 2005. The first accounting period and audited financial statements of
the Group will be prepared under International Financial Reporting Standards for
the period ending 31 December 2006.
These financial statements are presented in pounds sterling being the currency
of the primary economic environment in which the Group operates.
No Company only information has been provided because in the opinion of the
Directors this would not give a materially different view than for the Group.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
The financial statements of the Group have been prepared in accordance with
International Financial Reporting Standards ('IFRS'), which comprise standards
and interpretations approved by the International Accounting Standards Board
('IASB'), and International Accounting Standards and Standing Interpretations
Committee interpretations approved by the International Accounting Standards
Committee ('IASC') that remain in effect; and to the extent that they have been
adopted by the European Union.
At the date of approval of these financial statements, the following standard,
which has not been applied in these financial statements, was in issue but not
yet effective: IAS34 Interim Financial Reporting.
The financial statements have been prepared on the historical cost basis, except
for the revaluation of investment properties. The principal accounting policies
adopted are set out below. Where presentational guidance set out in the
Statement of Recommended Practice ('SORP') for investment trusts has been issued
by the Association of Investment Trust Companies ('AITC') in December 2005 and
is consistent with the requirements of IFRS, the Directors have sought to
prepare the financial statements on a basis compliant with the recommendations
of the SORP.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Group and entities controlled by the Group made up to 30 June. Control is
achieved where the Group has the power to govern the financial and operating
policies of an investee entity so as to obtain benefits from its activities. All
intra-group transactions, balances, income and expenses are eliminated on
consolidation. The results of ING (UK) Listed Real Estate Issuer Plc are
consolidated in accordance with SIC 12, 'Consolidation-Special Purpose
Entities'.
Presentation of the income statement
In order to better reflect the activities of an investment trust company and in
accordance with guidance issued by the AITC, supplementary information which
analyses the income statement between items of a revenue and capital nature has
been presented alongside the income statement.
Investment properties
Following the initial recognition at cost, land and buildings are carried at a
revalued amount which is the fair value at the date of the revaluation. Fair
value is determined by reference to market-based evidence, which are the amounts
for which the assets could be exchanged between a knowledgeable willing buyer
and a knowledgeable willing seller in arm's length transactions as at the
valuation date.
The fair value of investment property is based on valuation by an independent
valuer who holds a recognised and relevant professional qualification and who
has recent experience in the location and category of the investment property
being valued. Movements in fair value are included in the income statement.
An item of investment property is derecognised upon disposal or when no future
economic benefits are expected to arise from the continued use of the asset. Any
gain or loss arising on derecognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying amount of the item) is
included in the income statement in the year the item is derecognised.
Properties are not depreciated.
Realised and unrealised gains on investment properties have been presented as
capital items within the income statement.
The loan from ING (UK) Listed Real Estate Issuer Plc has a first ranking
mortgage over all the properties. See Note 13.
In line with industry practice, properties are held in nominee companies.
Leases
An operating lease is a lease other than a finance lease. Lease income is
recognised in income on a straight-line basis over the lease term. Indirect
costs incurred in negotiating and arranging an operating lease are added to the
carrying amount of the lease asset and recognised as an expense over the lease
term on the same basis as the lease income.
The financial statements reflect the requirements of SIC15, 'Operating Leases -
Incentives' to the extent that they are material.
Lease income and expenses have been presented as revenue items in the income
statement.
Income and expenses
Income and expenses are included in the income statement on an accruals basis.
All of the Group's income and expenses are derived from continuing operations.
Revenue is recognised to the extent that it is probable that the economic
benefit will flow to the Group and the revenue can be reliably measured.
Property operating costs include the costs of professional fees on letting and
other nonrecoverable costs.
The income charged to tenants for property service charges and the costs
associated with such service charges are shown separately in the income
statement to reflect that notwithstanding this money is held on behalf of
tenants occupying the properties, the ultimate risk for paying and recovering
these costs rests with the property owner.
Cash and cash equivalents
Cash includes cash in hand and cash with banks. Cash equivalents are short-term,
highly liquid investments that are readily convertible to known amounts of cash
with original maturities in three months' or less and that are subject to an
insignificant risk of change in value.
Trade receivables
Trade receivables are stated at their nominal amount as reduced by appropriate
allowances for estimated irrecoverable amounts.
Interest bearing loans and borrowings
All loans and borrowings are initially recognised at cost, being the value of
the consideration received net of issue costs associated with the borrowing.
After initial recognition, interest-bearing loans and borrowings are
subsequently measured at amortised cost using the effective interest rate
method. Amortised cost is calculated by taking into account any issue costs, and
any discount or premium on settlement. Gains and losses are recognised in the
income statement when the liabilities are derecognised, as well as through the
amortisation process.
Finance Costs
Finance costs incurred relating to the arrangement of the loan are written off
to the income statement over the term of the loan.
Other assets and liabilities
Other assets and liabilities are not interest bearing and are stated at their
nominal value.
Taxation
The Group is exempt from Guernsey taxation on income derived outside Guernsey
under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989. A fixed annual
fee of GBP 600 is payable to the States of Guernsey income tax authorities in
respect of this exemption.
No charge to Guernsey taxation will arise on capital gains.
The Directors intend to conduct the affairs of the Group such that the
management and control of the Group is not exercised in the United Kingdom and
that the Group does not carry on a trade in the United Kingdom. Accordingly the
Group will not be liable to United Kingdom taxation on its income or capital
gains other than certain income deriving from a United Kingdom source.
The Group is subject to United Kingdom taxation on income arising on the
Property Portfolio after deduction of allowable debt financing costs and
allowable expenses.
Principles for the cash flow statement
The cash flow statement has been drawn up according to the indirect method,
separating the cash flows from operating activities, investing activities and
financing activities. The net result has been adjusted for amounts in the income
statement and movements in the balance sheet which have not resulted in cash
income or expenditure in the period.
The cash amounts in the cash flow statement include those assets that can be
converted into cash without any restrictions and without any material risk of
decreases in value as a result of the transaction. Dividends that have been
proposed and declared are included in the cash flow from financing activities.
3. RISK MANAGEMENT
The Group invests in commercial properties in the United Kingdom, the Isle of
Man and the Channel Islands. The following describes the involved risks and the
applied risk management.
Real estate risks
The yields available from investments in real estate depend primarily on the
amount of revenue earned and capital appreciation generated by the relevant
properties as well as expenses incurred. If properties do not generate
sufficient revenues to meet operating expenses, including debt service and
capital expenditures, the Group's revenue will be adversely affected. Revenue
from properties may be adversely affected by the general economic climate, local
conditions such as oversupply of properties or a reduction in demand for
properties in the market in which the Group operates, the attractiveness of the
properties to tenants, the quality of the management, competition from other
available properties and increased operating costs (including real estate
taxes).
In addition, the Group's revenue would be adversely affected if a significant
number of tenants were unable to pay rent or its properties could not be rented
on favourable terms. Certain significant expenditure associated with each equity
investment in real estate (such as external financing costs, real estate taxes
and maintenance costs) generally are not reduced when circumstances cause a
reduction in revenue from properties.
By diversifying in regions, sectors, risk categories and tenants, the Manager
expects to lower the risk profile of the portfolio.
Risks of leverage
The Group has external borrowings in connection with its investments to increase
the potential equity performance. Although the use of leverage may enhance
returns and increase the number of investments that can be made, it may also
increase the risk of loss. This includes the risk that available funds will be
insufficient to meet required payments and the risk that existing indebtedness
will not be able to be refinanced or that terms of such refinancing will not be
as favourable as the terms of existing indebtedness.
Interest rate risk
The following table sets out the carrying amount, by maturity, of the Group's
financial instruments.
Less than one year 1 to 5 years More than 5 years Total
GBP 000s GBP 000s GBP 000s GBP 000s
Assets
Cash and cash
equivalents 12,999 - - 12,999
Interest rate
swap - - 6,230 6,230
Liabilities
Term loan - - 200,000 200,000
Credit risk
Credit risks, or the risk of counter parties defaulting, are controlled by the
application of credit approvals, limits and monitoring procedures. Where
appropriate, the Group obtains collateral in the form of rent deposits. The
extent of the Group's credit exposure is represented by the aggregate balance of
amounts receivable, reduced by the effect of any netting arrangements with
counter parties.
Liquidity risk
Liquidity risk arises from the possibility that customers may not be able to
settle obligations within the normal terms of trade. To manage this risk, the
Group periodically assesses the financial viability of customers.
4. RENTAL INCOME
Rent receivable is stated exclusively of Value Added Tax and arose wholly from
continuing operations in the United Kingdom, the Isle of Man and the Channel
Islands.
5. BUSINESS AND GEOGRAPHICAL SEGMENTS
The Directors are of the opinion that the Group, through its subsidiary
undertakings, operates in one reportable industry segment, namely real estate
investment, and across one primary geographical area, namely the United Kingdom,
the Isle of Man and the Channel Islands and therefore no segmental reporting is
required. The portfolio consists of 55 commercial properties, comprising office,
retail, industrial and leisure sectors, and one Public House Portfolio (the 'Pub
Portfolio').
6. STAFF NUMBERS AND COSTS
The Group has no employees.
7. TAX
The (credit)/charge for the period is:
2006 2005
GBP 000s GBP 000s
UK income tax at 22% on UK rental income (300) 300
8. EARNINGS PER SHARE
From continuing operations, the calculation of the basic and diluted earnings
per share is based on the following data:
Earnings for the purposes of basic earnings per share being net GBP 45,573,000
profit attributable to equity holders:
The average number of shares in issue during the period: 305,000,000
9. SUBSIDIARIES
ING UK Real Estate Income Trust Limited owns 100% of the share capital of:
> ING UK Real Estate (Property) Limited, PO Box 255, Trafalgar Court, Les
Banques, St Peter Port, Guernsey GY1 3QL; and
> ING (UK) REIT (SPV) Limited, PO Box 255, Trafalgar Court, Les Banques, St
Peter Port, Guernsey GY1 3QL.
ING UK Real Estate (Property) Limited and ING (UK) REIT (SPV) Limited own 100%
of the units in ING (UK) Listed Real Estate, a Guernsey Property Unit Trust (The
'GPUT').
The subsidiaries and the GPUT were incorporated to provide a tax efficient
structure for the Group to invest in the underlying property investments.
Under the principles of SIC 12 the Group has consolidated the results of the
Special Purpose Entity ('the SPE') detailed below. The Group does not own any
share capital of the SPE: ING (UK) Listed Real Estate Issuer Plc, c/o SPV
Management Limited, Tower 42 (Level 11), International Financial Centre, 25 Old
Broad Street, London EC2N 1HQ.
The SPE was incorporated to provide funding to the Group though a securitisation
agreement. See note 13.
10. INVESTMENT PROPERTIES
2006 2005
GBP 000s GBP 000s
At start of period 505,630 -
Additions 16,024 487,259
Surplus on revaluation 32,092 18,371
At end of period 553,746 505,630
The investment properties were valued by King Sturge, Chartered Surveyors, as at
24 June 2006, on the basis of open market value in accordance with the Appraisal
and Valuation Manual of the Royal Institute of Chartered Surveyors.
The historical cost of investment property included in the valuation above was
GBP 503,283,000.
The loan facility is secured by a first ranking fixed charge over all properties
held.
In relation to the Scorpio Inns Pub Portfolio, the tenant has options to
purchase one third of the pub properties in 2006, one half in 2011 and the
balance in 2016. The option price has been accounted for in the above valuation.
The current option has been exercised and will take effect before the end of
October 2006.
11. RECEIVABLES
2006 2005
GBP 000s GBP 000s
Trade debtors 3,005 2,609
Capitalised finance costs 1,804 1,949
Other receivables - 80
4,809 4,638
The unamortised loan arrangement costs as at 30 June 2006 are GBP 1,804,000.
These are amortised over the life of the loan. For the period ended 30 June 2006
GBP 145,000 (period ended 31 December 2005: GBP 8,000) of these costs were
written off to the income statement.
12. CASH AND CASH EQUIVALENTS
2006 2005
GBP 000s GBP 000s
Cash at bank and in hand 5,277 9,761
Short term deposits 7,722 22,935
12,999 32,696
Cash at bank and in hand earns interest at floating rates based on daily bank
deposit rates. Short-term deposits are made for varying periods of between one
day and one month depending on the immediate cash requirements of the Group, and
earn interest at the respective short-term deposit rates. The fair value of cash
and cash equivalents is GBP 12,999,000.
13. INTEREST BEARING LOANS AND BORROWINGS
Type Rate 2006 2005 Maturity
% GBP 000s GBP 000s Date
Fixed 4.805 200,000 200,000 Jan 2013
On 20 December 2005 the Group entered into a seven year fixed rate loan with ING
(UK) Listed Real Estate Issuer PLC (the 'Issuer'), a newly set up Special
Purpose Vehicle which, back-to-back, issued GBP 200 million of AAA seven year
floating rate loan notes to the debt market. The loan has a fixed interest rate
of 4.805% and can be repaid at any time. The debt proceeds were used to repay
the GBP 200 million bridge loan which was due to expire in April 2006. The
Issuer has entered into an interest rate swap in order to fix the interest
payable on its loan notes. The fair value of this interest rate swap at 30 June
2006 was GBP 6,230,000 (31 December 2005: GBP nil).
Under the terms of the securitisation documents the Group has an obligation to
the Issuer in respect of any amounts due or payable under the swap agreement. As
the Group consolidates the results of the Issuer under the principles of SIC 12,
the Group has accounted for the fair value of the swap.
14. ACCRUED EXPENSES AND DEFERRED INCOME
2006 2005
GBP 000s GBP 000s
Property management fees 1,182 848
Other accruals 1,988 3,416
Deferred rental income 7,792 7,548
10,962 11,812
15. OTHER PAYABLES
2006 2005
GBP 000s GBP 000s
VAT liability - 2,367
Trade creditors - capital expenses 5,600 7,700
Other 3,152 284
8,752 10,351
16. CONTINGENCIES AND CAPITAL COMMITMENTS
There are none as at 30 June 2006. (Period ended 31 December 2005: GBP Nil)
17. ORDINARY SHARE CAPITAL
Authorised: 305 million of ordinary shares of nil par value.
Issued and fully paid: 305 million ordinary shares of nil par value.
18. SHARE PREMIUM AND DISTRIBUTABLE RESERVE
Share Distributable Share Distributable Reserve
Premium Reserve Premium 2005
2006 2006 2005 GBP 000s
GBP 000s GBP 000s GBP 000s
Balance at start of
period - 298,544 - -
Premium arising on
issue of equity shares - - 305,000 -
Expenses of issue of
equity shares - - (6,456) -
Transfer to
distributable reserve - - (298,544) 298,544
Balance at end of
period - 298,544 - 298,544
By way of a special resolution dated 30 September 2005, the amount standing to
the credit of the share premium account was cancelled and transferred to a
distributable reserve.
19. DIVIDENDS
The dividends paid in the current period are as follows: GBP 3,538,000 (1.16
pence per ordinary share) paid in February 2006 relating to the period 25
October to 31 December 2005, GBP 4,766,000 (1.5625 pence per ordinary share)
paid in May 2006 relating to the quarter ended 31 March 2006. (Period ended 31
December 2005: GBP nil).
A further interim dividend of 1.5625 pence per ordinary share in respect of the
quarter ended 30 June 2006 has been approved and paid in August 2006. Under IFRS
these financial statements do not reflect this dividend.
20. RELATED PARTY TRANSACTIONS
Under the terms of the Investment Management Agreement, ING Real Estate
Investment Management (UK) Limited (the 'Investment Manager') receives
remuneration for property management and administration services. The management
fee is payable quarterly in arrears and is equal to the aggregate of the
following:
a) one quarter of 90 basis points of gross property assets up to and including
GBP 600 million
b) one quarter of 82.5 basis points of gross property assets in excess of GBP
600 million and up to and including GBP 800 million
c) one quarter of 75 basis points of gross property assets in excess of GBP 800
million
d) one quarter of 40 basis points of cash assets
ING Real Estate Investment Management (UK Funds) Limited (the 'Fund Manager') is
paid a quarterly fee of GBP 150,000 per annum by the Group in respect of the
administration services. This is deducted from the fee referred to above. During
the period the Investment Manager and Fund Manager were paid a total of GBP
2,443,000 in respect of the above services.
ING UK Real Estate Income Trust Limited has no controlling parties.
21. EVENTS AFTER THE BALANCE SHEET DATE
A dividend of GBP 4,766,000 (1.5625 pence per share) was approved by the Board
on 10 August 2006.
On 6 July 2006 a further GBP 25 million of debt was drawn down under the
securitisation structure which was established in December 2005. This was issued
in the form of AAA rated Reserve Notes and has been fully hedged until 30
January 2013.
INDEPENDENT REVIEW REPORT ING UK REAL ESTATE INCOME TRUST LIMITED ('The Group')
Introduction
We have been instructed by the Group to review the financial information for the
six months ended 30 June 2006 which comprise the consolidated income statement,
the consolidated balance sheet, the consolidated statement of changes in equity,
the consolidated cash flow statement and related notes 1 to 21. We have read the
other information contained in the interim report and considered whether it
contains any apparent misstatements or material inconsistencies with the
financial information.
This report is made solely to the Group in accordance with Bulletin 1999/4
issued by the Auditing Practices Board. Our work has been undertaken so that we
might state to the Group those matters we are required to state to them in an
independent review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than
the Group, for our review work, for this report, or for the conclusions we have
formed.
Director's responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors. The directors
are responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures are consistent with
those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.
As disclosed in note 1, the next annual financial statements of the Fund will be
prepared in accordance with International Financial Reporting Standards as
adopted for use in the EU. Accordingly, the interim report has been prepared in
accordance with the recognition and measurement criteria of IFRS and the
disclosure requirements of the Listing Rules.
Review work performed
We conducted our review in accordance with the guidance contained in Bulletin
1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A
review consists principally of making enquiries of management and applying
analytical procedures to the financial information and underlying financial data
and, based thereon, assessing whether the accounting policies and presentation
have been consistently applied unless otherwise disclosed. A review excludes
audit procedures such as tests of controls and verification of assets,
liabilities and transactions. It is substantially less in scope than an audit
performed in accordance with International Standards on Auditing (UK and
Ireland) and therefore provides a lower level of assurance than an audit.
Accordingly, we do not express an audit opinion on the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 June 2006.
Deloitte & Touche
Chartered Accountants
7 September 2006
Group Information
Directors
Nicholas Thompson (Chairman)
Trevor Ash
David Blight
John Gibbon
Robert Sinclair
Investment and Property Manager
ING Real Estate Investment
Management (UK) Limited
6th Floor
60 London Wall
London EC2M 5TQ
Fund Administrator, Registrar and Secretary
Northern Trust International Fund
Administration
Services (Guernsey) Limited
PO Box 255, Trafalgar Court
Les Banques
St. Peter Port
Guernsey GY1 3LQ
Receiving Agent and UK Transfer/ Paying Agent
Computershare Investor Services Plc
PO Box 859
The Pavilions
Bridgewater Road
Bristol BS99 1XZ
Tax Advisers
Deloitte and Touche LLP
Hill House
1 Little New Street
London EC4A 3TR
Registered Office
Trafalgar Court
Les Banques
St. Peter Port
Guernsey
Auditors
Deloitte & Touche
Regency Court
Glategny Esplanade
St Peter Port
Guernsey GY1 3HW
Property Valuers
King Sturge LLP
30 Warwick Street
London W1B 5NH
Solicitors to the Group:
As to English Law
Norton Rose
Kempson House
Camomile Street
London EC3A 7AN
As to Guernsey Law
Carey Olsen
PO Box 98
7 New Street
St Peter Port
Guernsey GY1 4BZ
Please find below a link to the Interim Report and Consolidated Financial
Statements of the Company.
http://www.rns-pdf.londonstockexchange.com/rns/6728i_-2006-9-7.pdf
Enquiries:
The Company Secretary
Northern Trust International Fund Administration Services (Guernsey) Limited
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
01481 745439
This information is provided by RNS
The company news service from the London Stock Exchange