Half Yearly Report

RNS Number : 3021R
Primary Health Properties PLC
19 August 2010
 



Primary Health Properties PLC

Interim Report

Half year report for the period ending 30 June 2010

 

Primary Health Properties PLC, one of the UK's largest providers of modern primary healthcare facilities, is pleased to announce its half year report for the six months ended 30 June 2010.  

 

Group Highlights

 

• Increased interim dividend of 8.75p for the period ended 30 June 2010 (30 June 2009: 8.50p)

• Operating profit before revaluation result and fair value loss on derivatives rose from £3.2 m to £4.0 m

• Loan to Value ratio 55.9% at 30 June 2010 against covenant of 70%

• Basic net asset value increased to 251.4p per share (31 December 2009: 247.2p)

• Increased EPRA net asset value of 304.2p per share (31 December 2009: 279.9p)

• Continued success of our strategy of investing in modern purpose built healthcare centres - acquisition of properties totalling £101.1 m during period

 • Increase in the value of the portfolio from £341.9 m to £460.8 m

• Property revaluation gain of £17.8 m (31 December 2009: £1.6 m)

• Annualised rental growth of approximately 3.0%, based on 33 rent reviews

• Increased rent roll at period end of £27.6 m

• Portfolio 100% let

• Portfolio, including commitments, valued at £487.8 m as at 30 June 2010 on an initial yield of 5.8%

• White Paper proposals to enhance role of GPs should lead to increased demand for modern primary healthcare facilities in the medium term

 

Harry Hyman, Managing Director of Primary Health Properties, commented:

 

"I am delighted to report PHP's financial performance has again been strong in the first half of the year with rental growth continuing to be obtained against a backdrop of full occupancy. This has contributed to increased operating profit, pre-tax profit and the level of the interim dividend.

 

The first six months of the year has also seen PHP complete thirty three acquisitions resulting in the amount of new business properties acquired since the Company's Autumn 2009 Placing totalling well over £100 m at yields at or above 6%. During the period the new coalition government also outlined proposals in a White Paper which enhance greatly the role of the GP in NHS services. The Group believes this will result in significantly increased demand for modern, purpose built, premises.

 

PHP remains very well positioned to take advantage of further opportunities across the UK through the acquisition of suitable investment properties or funding new development and the Board believes that the primary care market remains extremely attractive due to the inherent strength of the income stream."

 

-ends-

Enquiries: 

 

Pelham Bell Pottinger

David Rydell / Victoria Geoghegan

Tel: 020 7861 3232

 

Primary Health Properties 

Harry Hyman
Managing Director 

Tel: 020 7451 7050

 

Overview

The Group has had an active first half. During the six months ended 30 June 2010 we completed the acquisition of 33 high quality fully let investments meeting our acquisition criteria, entered into commitments on three new projects and took delivery of three completed projects. This takes the amount of new properties acquired written since our placing and open offer in the Autumn of 2009 to over £100 m at yields at or above 6%.

 

Trading performance

An analysis of the trading performance for the six months ended 30 June 2010 is set out below:

 


Six months

To 30 June 2010

£m

Six months

To 30 June 2009

£m

Year

To 31 Dec 2009

£m

Annualised rent roll *

27.6

20.1

21.3

Operating profit before revaluation result and financing

9.8

8.5

18.0

Net finance costs

(5.8)

(5.3)

(10.1)

Operating profit before revaluation result and fair value (loss)/gain on derivatives

4.0

3.2

7.9

REIT conversion charge re acquisitions

(1.6)

-

-

Fair value (loss)/gain on derivatives **

(5.0)

3.0

1.3

Revaluation gain/(loss) on property portfolio

17.8

(8.0)

1.6

Profit/(loss) after taxation

15.2

(1.8)

10.8

Dividends paid

5.4

2.9

5.8

 

* On completed properties

** The derivative portfolio is revalued on a mark-to-model basis as opposed to mark-to-market, as there is no secondary market in Interest Rate Swaps

 

The underlying profit attributable to the business before the revaluation increase and the fair value result on derivatives was £4.0 m (30 June 2009: £3.2 m) an increase of 25%. The results for the Group for the six months ended 30 June 2010 show a profit after taxation of £15.2 m compared with a loss after taxation of £1.8 m for the comparable period to 30 June 2009. This is after a revaluation surplus of £17.8 m (30 June 2009 deficit of £8.0 m), reflecting a tightening of yields. The results also include a mark to model loss on derivatives of £5.0 m (30 June 2009: gain of £3.0 m), reflecting the downward movement in longer term interest rates. The property and derivative revaluation results are unrealised and do not affect the operating cash flow of the business.

 

Portfolio activity

Yields in the primary care property market have continued to tighten and in the Board's view have stabilised at current levels. The portfolio of completed properties as at 30 June 2010 was valued at £460.8 m representing a true equivalent yield of 6.0% and an initial yield of 5.8%.This gave rise to a property revaluation gain of £17.8 m compared to £1.6 m at 31 December 2009.

 

In addition to the acquisitions, work has continued to enhance the quality of the estate. We commenced work on a number of projects including Ritchie Street, Islington and The Old Fire Station, Woolston. We also received planning permission for the addition of a pharmacy at Burton Latimer, which we intend to commence work on in the second half of the year. These improvements have created over £1 m of valuation enhancement based on the latest valuation yields and will ultimately produce £63,000 per annum in extra rental income.

 

There were however unavoidable delays to the forecast delivery of our projects at both Treharris and Connah's Quay.  These delays resulted in some loss of rental income but completion was achieved by 30 June 2010. We also took delivery of a completed scheme at Sheffield and entered into new commitments at Oswestry (£8.8 m), Blackpool (£4.1 m) and Allesley (£2.8 m).

 

The fully let investments acquired in the period were at the following locations:

 

Aldridge,West Midlands

Horley, Surrey*

Basingstoke, Hampshire*

Kesgrave, Suffolk**

Bitterne, Southampton, Hampshire*

Lanark, Scotland

Burnley, Lancashire**

Leamington Spa, Warwickshire**

Chafford Hundred, Essex**

Leigh, Manchester

Chalford, Gloucestershire**

Lydney, Gloucestershire**

Castleford, Yorkshire*

Maywood, Bognor, Sussex*

Consett, County Durham**

Mitcham, Surrey*

Darlington, County Durham**

Portslade, Sussex*

Eastbourne, Sussex*

Restalrig, Edinburgh**

Fareham, Hampshire*

Southwick, Brighton, Sussex*

Farnborough, Hampshire*

St Marys, Southampton, Hampshire*

Farnham, Hampshire*

Stockton on Tees, County Durham

Flansham, Bognor, Sussex*

Stoneham, Southampton, Hampshire**

Hinckley, Leicestershire**

Watlington, Norfolk**

Hornchurch, Essex**

Wingate, County Durham**

Hornsea, East Yorkshire


 

* Purchased as part of the Health Investments Portfolio.

** Purchased as part of the Care Capital Portfolio.

 

Analysis of annualised rent by tenant

The table shows the percentage of the Group's portfolio by rent roll derived from each major tenant class: GPs, NHS organisations, pharmacy operators and others. Some 99% of rent comes directly or indirectly from GPs, NHS organisations and pharmacy operators.

 

GPs

77.00%

HM Govt

1.00%

NHS

12.00%

Pharmacy

9.00%

Other

1.00%

 

Analysis of rental income by pharmacy operator

The table shows the breakdown of the 9% of total rent received from pharmacy operators by well known brands (67%), large independents with over five units (15%) and small independents with five or less units (18%).

 

Lloyds

45.00%

Rowlands

9.00%

Boots

8.00%

Co-op

5.00%

Large Independent (5 units or more)

15.00%

Small Independent (5 units or less)

18.00%

 

Analysis of annualised rent by unexpired lease term

The table demonstrates that the Group has in excess of 76% of rental income from leases with a life of 15 years or longer.

 

Less than 5 years

2.00%

6-15 years

22.00%

15-20 years

55.00%

More than 20 years

21.00%

 

Forthcoming rent reviews

The table shows the breakdown of our total rent roll of £27.6 m by the annual amounts of rent falling due for review in each of the next three years. £1m of rent is reviewed on a longer pattern and £0.685m is reviewed annually.

 

2010/11

£9.0m

2011/12

£8.1m

2012/13

£9.5m

Longer Pattern

£1.0m

 

Analysis of rental income by geographic region

This table demonstrates that the portfolio is broadly diversified across the UK.

 

London

5.00%

South West

4.00%

South East

29.00%

East Anglia

2.00%

East Midlands

11.00%

West Midlands

11.00%

North West

10.00%

Yorkshire & Humberside

8.00%

North

4.00%

Scotland

7.00%

Wales

9.00%

 

Security of income by term certain

The table shows that by year 15, the Group would still be receiving 74% of its current income, taking no account of any lease renewals or rent reviews during the period. The total of the rents receivable during this period is £471.3 m.

 

 

Percentage of total income

30/06/2010

100%

31/12/2010

100%

30/06/2011

100%

31/12/2011

100%

30/06/2012

99%

31/12/2012

99%

30/06/2013

99%

31/12/2013

99%

30/06/2014

99%

31/12/2014

99%

30/06/2015

98%

31/12/2015

98%

30/06/2016

98%

31/12/2016

98%

30/06/2017

97%

31/12/2017

97%

30/06/2018

97%

31/12/2018

95%

30/06/2019

95%

31/12/2019

95%

30/06/2020

95%

29/12/2020

94%

30/06/2021

93%

31/12/2021

92%

30/06/2022

92%

31/12/2022

89%

30/06/2023

86%

31/12/2023

82%

30/06/2024

80%

31/12/2024

76%

30/06/2025

74%

 

Analysis of portfolio by age of buildings

The table shows a breakdown of the portfolio by value and number of assets in age groupings. The few older buildings have all been subject to extensive refurbishment within the last 15 years.  Approximately 77% of the portfolio by value comprises health centres which are under nine years old.  Approximately 97% of the properties are under 15 years old.

 

Building Age

Number of Properties

Under 3 years

22

3-6 years

45

6-9 years

35

9-12 years

26

12-15 years

15

15-18 years

0

18-21 years

0

Over 21 years

5

 

Tenancy split by floor area

The table indicates tenancy split by floor area (psm).

 

GPs

78.00%

HM Govt

1.00%

NHS

13.00%

Pharmacy

6.00%

Other

2.00%

 

Acquisitions

The Group completed the purchases of the following previously committed properties during the six months ended 30 June 2010. 

 

Property

Acquisition cost

£m

Occupational tenants

Sheffield

3.0

GPpractice and pharmacy

Treharris

4.6

GPpractice, LHB accommodation and a pharmacy

Connah's Quay

10.2

Three GPpractices and LHB accommodation

 

The Group purchased 33 investment properties during the period including the Health Investment's portfolio of 14 health centres and the Care Capital portfolio, which also comprises 14 health centres.

 

Health Investment's Portfolio

In June 2010, PHP entered into a contract to acquire the entire issued share capital of Health Investments Limited ("HI") for a total consideration of some £38.4 m. HI had around £28.3 m of debt, which was assumed as part of the deal. The acquisition delivered 14 primary care properties with an average valuation of approximately £2.8 m and a rent roll of £2.4 m. The properties are principally in the South East and have an average lease length outstanding of some 19 years. The debt acquired matches the profile of the leases and has approximately 19 years to run at an average cost of 6% pa. The Group paid £7.3 m in cash and issued 1,005,153 ordinary shares at 290p each in part consideration in addition to the assumption of the debt as announced on 23 June 2010. Following the issue of the ordinary shares, which were admitted to the official list of the UKLA on 28 June 2010, the total numbers of ordinary shares with voting rights is 62,571,174. The shares issued as consideration for the HIacquisition are subject to a six month lock in and subsequent 12 months orderly market agreement.

 

Care Capital Portfolio

The Group acquired Sinclair Montrose Properties Limited ("SMP"), a wholly owned subsidiary of Care Capital Group plc in February 2010. This acquisition included a portfolio of 14 modern medical centres. The consideration was approximately £23.5 m including the repayment of debt secured on the portfolio. The total rent roll including outstanding rent reviews on this portfolio is £1.4 m p.a. and the unexpired lease term 17.8 years.

 

Other Corporate Acquisitions

In addition to HI and SMP the Group completed three other corporate acquisitions (Abstract, Anchor Meadow and Charter Medinvest), for a total consideration of £16.7 m. These acquisitions added four properties to the portfolio with an average valuation of £4.6 m and a rent roll of £1.1 m. The properties are spread throughout the UK and had an average lease length outstanding of some 18.3 years.

 

All of the corporate transactions have been treated as asset acquisitions (see note 3).

 

Commitments

Three new commitments totalling £15.7 m were entered into during the six months ended 30 June 2010 as shown below:

 


New in 2010

£m

Total out

standing

£m

Tenants

Oswestry

8.8

6.6

GP Practice

Blackpool

4.1

4.1

GP Practice

Allesley

2.8

2.4

GP Practice

Total new commitments

15.7

13.1


Pre-existing commitments




Shefford


5.3

GP Practice

Cowbridge


5.6

GP Practice

Total commitments at 30 June 2010


24.0


 

Tenants are in place for 100% of the space of the new commitments.

 

Disposals

There were no disposals during the period.

 

Rental growth

Rental growth achieved on rent reviews concluded in the year ended 31 December 2009 averaged 3.12% p.a. (equivalent to approximately 10.0% for a typical three year review pattern).  The experience in the first half of 2010 is that rental growth has averaged 3.1% p.a. (equivalent to approximately 10.0% for a typical three year review pattern). This performance is in line with our direct competitors and constitutes an out performance of the wider property market which has experienced declining or stable rents across a number of its sectors. The portfolio is 100% let and tenants are in place for all properties under construction.

 

Portfolio

The table below sets out the portfolio as at 30 June 2010.


30 June 2010

£m

30 June 2010

£m

31 Dec 2009

£m

Investment properties

455.9

314.2

338.4

Properties in the course of development

4.9

1.5

3.5

Total properties

460.8

315.7

341.9

Finance leases

3.0

3.0

3.0   

Total owned and leased

463.8

318.7

344.9 

Committed

24.0

34.2

26.1

Total owned, leased and committed

487.8

352.9

371.0

Closing annualised rent roll (on completed properties)

27.6

20.1

21.3

 

Property valuation

The freehold, leasehold and development properties of the Group have been independently valued at fair value by Lambert Smith Hampton, Chartered Surveyors and Valuers, as at 30 June 2010.

 

During the six months ended 30 June 2010 there has been a further tightening of yields resulting in a valuation gain of £17.8 m during the period.  The valuation reflected an initial yield at 30 June of 5.78% and a true equivalent yield of 6.00%. This compares with yields of 6.00% and 6.24% respectively at the end of the previous year.

 

 

Discounted cash flow property valuation

In addition to the market value exercise performed by Lambert Smith Hampton, the Joint Managers monitor the value of the Group's completed investment portfolio based on a discounted cash flow analysis. On this basis, the valuation of delivered assets as at 30 June 2010 is £508.6 m compared to the market value of £460.8 m (31 December 2009: £368.0 m compared to the market value of £341.9 m).  The difference of £47.8 m represents an additional 77.6p of net asset value per share.  In this calculation current passing rent until expiry totalling £623 m contributed 67% of the discounted cash flow valuation.

 

The assumptions used in the discounted cash flow analysis are:

• A discount rate of 7% (31 December 2009: 7%);

• An average annual increase in the individual property rents at review of 2.5% (31 December 2009: 2.5%);

• Capital growth in residual values of 1% per annum (2009: 1%); and

• In the case of each property, the DCF analysis is over the remaining period of the lease at 30 June 2010.

 

Comparative values using the discount rates below are as follows:

Discount rate

Value

6.50%

£536.0 m

7.50%

£483.2 m

 

Net assets and EPRANAV


30 June

2010

30 June

2010

31 Dec

2009

Net assets

£157.3 m

£85.9 m

£151.9 m

EPRA net assets*

£190.3 m

£102.2 m

£172.0 m

Net asset value per share

251.4p

243.7p

247.2p

EPRA net asset value per share*

304.2p

289.9p

279.9p





* EPRA net asset value is calculated as balance sheet net assets including the valuation result on trading properties, excluding fair value adjustments for debt and related derivatives ("EPRA" is the European Public Real Estate Association).

 

Sector performance

The IPD Healthcare Index for 2009 was released in May 2010 and showed an overall return of 5.4% against the IPD All Property return of 3.5%. Primary care assets, including PHP's portfolio, make up almost half of the index and produced an overall return of 8.8%. Based on the IPD index, Healthcare has outperformed All Properties over the past three years with an annualised return of +3.9% versus -0.8%.

 

Borrowings

As at 30 June 2010 Group borrowings were £257.7 m including £28.3 m of fixed interest facilities taken on as part of the HI acquisition and £3.0 m of variable interest facilities as part of the Abstract acquisition (see Note 12). As required by International Accounting Standards the reported debt in the balance sheet is shown net of amortised borrowing costs. Excluding these acquired facilities the aggregate facilities are £265 m of which £255 m was on a term loan basis and £10 m on an overdraft basis. These term facilities are not due for renewal/replacement until 2013. The secured facilities from Aviva acquired with HI are amortising over 19 years, which matches the average length of the underlying leases on the properties acquired.

 

The Group has agreed heads of terms for a new £25 m facility with ING Commercial Finance Ltd. This five year term loan is currently being documented and it will enable the Group to continue with its policy of acquisitions and the forward funding of new developments.

 

The Group is also examining other options to refinance both its existing facilities and provide expansion finance.

 

The loan to value ratio as at 30 June 2010 was 55.9% (adjusted for the final payment made for Connah's Quay in July the ratio was 57.9%) compared to a covenant requirement of 70%, whilst interest cover was 2.0x compared to a covenant requirement of 1.3x.

 

Hedging

The amount of fixed rate cover in place at 30 June 2010 (including £88 m of callable swaps (2009: £88 m) was £203.0 m (2009: £193 m). Basis rate swaps totalling £200 m matured on 11 February 2010.  The callable swaps were not called on 11 August 2010.  The next date on which they may be called is 11 November 2010.

 

All swaps are taken out to mitigate exposure to interest rate risk, but under accounting rules only certain swaps qualify as "effective" hedges and the mark to model movement on these is matched against the hedged liability in the Balance Sheet.

 

The mark-to-model value of the Group's "effective" interest rate swaps decreased by £7.8 m in the period to 30 June 2010 (six months to 30 June 2009: gain of £9.1 m), reflecting the continued decline in medium term interest rates and ongoing volatility. There is no cash flow impact from these mark to model adjustments.  This loss is charged directly to reserves but is included in the condensed statement of comprehensive income result on page 30.  The revaluation of swaps regarded as ineffective for IAS39 purposes was a loss of £5.0 m (six months to 30 June 2009: gain of £3.0 m), which is included in the profit for the period. The mark-to-model value fluctuates with movements in term interest rates and, in the case of the callable swaps, with market volatility.

 

Finance and interest rate hedging

This table shows the level of bank borrowings covered by effective hedges for each financial year to 1 January 2027. Shown in £million.*

 

Year

 Amount Hedged

 Rate

01/01/2010

 113,333,333

4.80%

01/01/2011

 120,000,000

4.81%

01/01/2012

 124,150,000

4.81%

01/01/2013

 102,483,333

4.79%

01/01/2014

 90,000,000

4.81%

01/01/2015

 91,666,667

4.79%

01/01/2016

 75,833,333

4.69%

01/01/2017

 70,000,000

4.56%

01/01/2018

 80,000,000

4.58%

01/01/2019

 80,000,000

4.58%

01/01/2020

 80,000,000

4.58%

01/01/2021

 80,000,000

4.58%

01/01/2022

 80,000,000

4.58%

01/01/2023

 80,000,000

4.58%

01/01/2024

 80,000,000

4.58%

01/01/2025

 80,000,000

4.58%

01/01/2026

 50,000,000

4.62%

01/01/2027

 20,000,000

4.76%

 

Finance and interest rate hedging (assuming callable swaps are not called)

This table shows the level of bank borrowings economically hedged by interest rate swaps for each financial year to 1 January 2027. Shown in £million.*

 

 

Year

 Amount Hedged

 Rate

01/01/2010

 201,750,000

4.80%

01/01/2011

 208,000,000

4.80%

01/01/2012

 212,150,000

4.80%

01/01/2013

 190,483,333

4.79%

01/01/2014

 178,000,000

4.81%

01/01/2015

 179,666,667

4.79%

01/01/2016

 163,833,333

4.75%

01/01/2017

 158,000,000

4.69%

01/01/2018

 168,000,000

4.69%

01/01/2019

 168,000,000

4.69%

01/01/2020

 168,000,000

4.69%

01/01/2021

 131,333,333

4.66%

01/01/2022

 80,000,000

4.58%

01/01/2023

 80,000,000

4.58%

01/01/2024

 80,000,000

4.58%

01/01/2025

 80,000,000

4.58%

01/01/2026

 50,000,000

4.62%

01/01/2027

 20,000,000

4.76%

 

* The tables above show the weighted average amount hedged throughout each financial year for the period to 31 December 2027. The tables assume that the term loans to the Group, which expire in 2013 will be renewed.

 

Revenue and Expenditure

Total revenue in the six months ending 30 June 2010 was £12.0m, an increase of 12.6% over the comparative period (6 months ended 30 June 2009: £10.7m). Total expenditure excluding finance costs was £2.2m (6 months ended 30 June 2009: £2.2m).

 

Dividend

On 26 March 2010 the Group paid an ordinary cash dividend of 8.75p per Ordinary Share in respect of the six months ended 31 December 2009. The Board proposes to pay an interim dividend of 8.75p per share payable to Ordinary Shareholders on the register at 24 September 2010 on 29 October 2010 in respect of the six months ended 30 June 2010. No property income distributions ("PIDs") have been paid since 1 January 2007 when the Board advised that dividends would either be cash, PIDs or a combination of the two. Shareholders will be offered the opportunity to receive the interim cash dividend in respect of the six months ended 30 June 2010 in new ordinary shares through a scrip dividend and a circular is expected to be posted to shareholders on 1 October 2010.

 

Key performance indicators ("KPIs")

1. Objective

To create sustainable long-term rental income and capital growth for shareholders

Metric

• Sustained real growth in EPS

• Annual revenue to exceed budget target

• Sustained dividend growth

Performance

• Adjusted EPS fell from 9.2p to 6.4p largely due to the delay in investing the capital raised in 2009

• Turnover rose to £12.0 m (30 June 2009: £10.6 m) but was £900,000 below budget due to late deliveries

• Proposed dividend of 8.75p (30 June 2009: 8.50p)

2. Objective

To maximise the returns from the investment portfolio

Metric

• Out-performance versus IPD benchmark

Performance

• Basic NAV grew from 247.2p to 251.4p

• EPRA NAV increased from 249.9p to 304.2p          

• Performance was better than the IPD benchmark

• Rental growth of 3.12% p.a.

3. Objective

To generate long term value for shareholders

Metric

• Growth in NAV

• Growth in dividends

Performance

• Basic NAV increased from 247.2p to 251.4p

• EPRA NAV increased from 249.9p to 304.2p

• Proposed dividend of 8.75p (30 June 2009: 8.50p)

4. Objective

To manage our balance sheet effectively

Metric

• Maintain appropriate balance between debt and equity within covenanted levels

Performance

• Gearing increased to 55.9% following purchases but has been offset by valuation increases and shares issued as part of HI purchase and is well within covenant

5. Objective

To identify new units to purchase

Metric

• Future commitments

• Deliveries

Performance

• Deliveries during the period were £17.8 m

• New commitments of £15.7 m were entered into during the period

• High quality, fully let investments totalling over £101.1 m were acquired

6. Objective

To complete and let properties under the course of development

Metric

• Growth in annualised rent roll

Performance

• New deliveries added £1.1 m of rent to the rent roll

•The portfolio was 100% let at the period end

7. Objective

To maintain good quality leases

Metric

• Long average lease term

• Maintain a minimal percentage of voids

Performance

• Weighted average lease length of 17.3 years

• Portfolio 100% let

• 90% of income effectively paid for by the NHS

 

Principal risks and uncertainties

Other than the impact of the White Paper referred to below, there have been no changes to the principal risks and uncertainties of the Group which remain as disclosed on page 11 of the Annual Financial Report for the year ended 31 December 2009 and the Directors consider that the principal risks and uncertainities are likely to remain unchanged for the remainder of the year.

 

The White Paper

The Group welcomes the initiatives announced on Monday 12 July by Secretary of State for Health Andrew Lansley in the Department of Health's White Paper "Equity and excellence:  Liberating the NHS".  The White Paper proposes the creation of a regulated market in the purchasing and provision of care via the creation of several hundred GP consortia which would be overseen by a new independent Board and a new economic regulator.

 

The proposals in the White Paper and subsequent Government guidance notes foresee Primary Care Trusts ("PCTs") obligations for primary care being taken over by the NHS National Commissioning Board, which will have the status of a Special Health Authority. The existing contractual obligations of the PCTs, including rent reimbursements, are covered by the Residual Liabilities Act 1996 and will pass to another NHS body as PCTs are phased out.

 

The Group believes that the greatly enhanced role of the GP in the provision of NHS services will result in significantly increased demand for modern purpose built premises benefiting a modern health service environment in the medium term.

 

There may also be opportunities for PHP to acquire assets all or part of which are directly owned by PCTs at present.

 

 

Outlook

The role of primary care in the delivery of healthcare within the NHS is envisaged to significantly expand with the publication of the Government's White Paper. The Paper's aim is to shift a substantial proportion of care from hospitals to community settings and facilities and there is likely to be strong demand for new primary care developments. Within our existing portfolio the performance has been consistently strong with rental growth continuing to be obtained against a backdrop of full occupancy.

 

We are well positioned to take advantage of opportunities across the UK through the acquisition of suitable investment properties or funding new developments. We continue to believe that the primary care market remains extremely attractive due to the inherent strength of the income stream.

 

Graeme Elliot

Chairman

18 August 2010

 

 

Acquisition Activity

 

The Quay Health Centre, Fron Road, Connahs Quay

This new centre was developed by Haven Health Properties. The £10.2 m building provides 3,500 sqm of accommodation across three floors to 16,500 patients, and is now the main facility for the provision of Primary Care services for Connah's Quay, North Wales. All three of the town's Medical Practices now operate from the centre, and are complemented by an extensive range of Community based healthcare services run by North East Wales NHS Trust, together with a café operated by the council. The centre benefits from approximately 110 on-site car parking spaces.

 

Whitely Surgery, Yew Tree Drive, Fareham

The Whiteley Surgery, Fareham, comprises 900 sqm of accommodation over two storeys, and is let to a doctor's surgery and a pharmacy. There is also a complementary therapies suite within the centre, run by the doctors, which provides additional services including Physiotherapy, Osteopathy, Podiatry and Reflexology. The centre has been fitted out to a high standard internally and provides approximately 30 on-site car parking spaces. Completed in November 2006, the centre was brought into the PHP portfolio as part of the £38.4 m Health Investments acquisition completed in June 2010.

 

Treharris Primary Care Centre, Fox Street, Treharris

This new, three storey Primary Care Centre was delivered in May 2010 by Haven Health Properties at a cost of approximately £4.6 m. The centre provides 1,500 sqm of accommodation for a range of services including General Medical, NHS Dental, Community Health and Voluntary. There is also an adjacent satellite building comprising a local Pharmacy and further offices let to the Local Health Board. The centre is the new hub for medical services and serves approximately 15,000 patients.

 

 

Commitments

 

Shefford, Bedfordshire

A new two storey development in Shefford (approximately 5 miles south of Bedford) to replace the existing under-sized Shefford Health Centre. The new centre will provide approximately 2,200 sqm of accommodation for both the existing practice and Bedfordshire PCT, serving over 15,000 patients. The new centre will provide a number of enhanced community services usually performed in a secondary care environment, including Diagnostic services, Minor Surgery and Counselling amongst other specialist services.

 

The centre is being developed by Brackley Investments, and will cost PHP in the region of £5.3 m once completed in February 2011.

 

Blackpool, Lancashire

A development of a new three storey medical centre and pharmacy extending to approximately 1,500 sqm, to provide accommodation for the practice of Dr. Ward & Partners. The proposed centre replaces the existing GP accommodation, currently split between two outdated converted houses, whilst also providing a new base for PCT community staff including district nurses, health visitors and midwives. A dental training suite is also to be provided to allow the PCT to work with the Deanery to deliver an enhanced level of dental training within Blackpool. The centre will serve more than 12,000 patients.

 

The centre is being developed by Brackley Investments and will cost PHP approximately £4.1 m once completed in September 2011.

 

Condensed Group statement of comprehensive income

for the six months ended 30 June 2010

 

 




Six

Six

 



months

months

Year



ended

ended

ended



30-Jun

30-Jun

31-Dec



2010

2009

2009



£000

£000

£000


Notes

(unaudited)

(unaudited)

(audited)

Rental income


11,829

10,512

20,994

Finance lease income


170

149

338

Rental and related income


11,999

10,661

21,332

Direct property expenses


-203

-105

-210

Administrative expenses: recurring


-2,037

-2,069

-3,460

non-recurring


-

-

372

Operating profit before net valuation gain/(loss) on property portfolio







9,759

8,487

18,034

Net valuation gain/(loss) on property portfolio

2

17,821

-8,033

1,615

Operating profit before financing


27,580

454

19,649

Finance income

6

46

53

86

Finance costs

7

-5,848

-5,356

-10,267

Fair value (loss)/gain on derivatives

7

-5,037

3,001

1,318

Profit/(loss) on ordinary activities before tax


16,741

-1,848

10,786

Current taxation credit

8

29

-

-

Conversion to UK-REIT charge

8

-1,586

-

-

Taxation expense


-1,557

-

-

Profit/(loss) for the period *


15,184

-1,848

10,786

Other comprehensive income, net of tax, being:

 Movement in cash flow hedging reserve






-7,773

9,098

7,657

  Unrealised gain on fixed asset investment **


128

-

-

Total comprehensive income for the period net of taxation*


7,539

7,250

18,443

Earnings per share





• basic and diluted

5

24.7p

(5.4p)

26.6p

Adjusted earnings per share ****





• basic and diluted

5

6.4p

9.2p

18.4p






 

The above relates wholly to continuing operations.

* Wholly attributable to equity shareholders of Primary Health Properties PLC.

** See note 4 for more details

*** There is no difference between basic and fully diluted EPS

**** Adjusted for large one-off items and movements in fair value of properties and derivatives.

 

 

Condensed Group balance sheet

at 30 June 2010

 



At

At

At



30-Jun

30-Jun

31-Dec



2010

2009

2009



£000

£000

£000


Notes

(unaudited)

(unaudited)

(audited)





(restated)

Non current assets





Investment properties

2,3

460,815

315,749

341,890

Net investment in finance leases


3,025

2,991

3,014

Fixed asset investment

4

605

-

-

Derivative interest rate swaps


21

-

1,386



464,466

318,740

346,290

Current assets





Derivative interest rate swaps


-

-

63

Trade and other receivables


2,709

1,945

1,939

Net investment in finance leases


48

41

49

Cash and cash equivalents


1,068

153

212



3,825

2,139

2,263

Total assets


468,291

320,879

348,553

Current liabilities





Derivative interest rate swaps


-17,182

-10,462

-12,208

Corporation tax payable


-69

-29

-29

UK-REIT conversion charge payable

-1,866

-1,490

-1,455

Deferred rental income


-6,335

-4,677

-4,638

Trade and other payables

11

-11,443

-3,530

-1,991



-36,895

-20,188

-20,321

Non-current liabilities





Term loans

12

-256,792

-207,216

-166,139

UK-REIT conversion charge payable

-1,422

-1,708

-856

Derivative interest rate swaps


-15,873

-5,825

-9,322



-274,087

-214,749

-176,317

Total liabilities


-310,982

-234,937

-196,638

Net assets


157,309

85,942

151,915






Equity





Share capital


31,286

17,633

30,729

Share premium


53,339

50,431

50,664

Capital reserve


1,618

1,618

1,618

Special reserve


44,442

-

44,442

Cash flow hedging reserve


-15,039

-5,825

-7,266

Retained earnings


41,663

22,085

31,728

Total equity*


157,309

85,942

151,915






Net asset value per share





• basic

13

251.4p

243.7p

247.2p

• EPRA net asset value per share **

304.2p

289.9p

279.9p


* Wholly attributable to equity shareholders of Primary Health Properties PLC.

** EPRANAV is calculated as Balance Sheet net assets including the valuation result on trading properties but excluding fair value adjustments for debt and related derivatives.

 

 

Condensed Group cash flow statement

for the six months ended 30 June 2010

 


Six

Six



months

months

Year


ended

ended

ended


30-Jun

30-Jun

31-Dec


2010

2009

2009


£000

£000

£000


(unaudited)

(unaudited)

(audited)





Operating activities




Profit/(loss) before tax

16,741

-1,848

10,786

Less: Finance income

-46

-53

-86

Plus: Finance costs

5,848

5,356

10,267

Plus: Fair value loss/(gain) on derivatives

5,037

-3,001

-1,318

Operating profit/(loss) before financing

27,580

454

19,649

Adjustments to reconcile Group operating profit/(loss) to net cash flows from operating activities:




Revaluation (gain)/loss on property

-17,821

8,033

-1,615

Increase in trade and other receivables

-678

-216

-131

Increase/(decrease) in trade and other payables*

2,065

-675

-377

Cash generated from operations

11,146

7,596

17,526

UKREIT conversion charge instalment

-637

-587

-1,575

Taxation paid**

-193

-

-

Net cash flow from operating activities

10,316

7,009

15,951

Investing activities




Payments to acquire investment properties*

-12,612

-6,919

-23,413

Payments to acquire shares in AHMedical Properties PLC

-476

-

-

Payments to acquire Anchor Meadow Limited

-5,498

-

-

Payments to acquire Sinclair Montrose Properties Limited

-23,842

-

-

Payments to acquire Abstract Integrated Healthcare Limited

-1,856

-

-

Payments to acquire Charter Medinvest Limited

-6,787

-

-

Payments to acquire Health Investments Limited

-7,214

-

-

Interest received on developments

41

7

46

Bank interest received

2

2

4

Other interest received

3

45

36

Net cash flow used in investing activities

-58,239

-6,865

-23,327





Financing activities




Proceeds from issue of shares (net of expenses)

-

3,261

60,748

Term bank loan drawdowns

61,450

16,340

38,990

Term bank loan repayments

-2,250

-13,390

-77,290

Net swap interest paid

-4,043

-1,840

-6,541

Interest paid

-1,317

-2,182

-3,432

Equity dividends paid

-5,061

-2,855

-5,562

Net cash flow from financing activities

48,779

-666

6,913

Increase/(decrease) in cash and cash equivalents for the period

856

-522

-463





Cash and cash equivalents at start of period

212

675

675

Cash and cash equivalents at end of period

1,068

153

212

 

* The accrual for the Connah's Quay development has been recognised in investing activities rather than operating activities as it relates to an investment 'property' rather than working capital.

** Taxation was paid in the period in order to settle the outstanding liabilities in the acquired companies. All amounts payable were included in the consideration calculation.

 

Condensed Group statement of changes in equity

 



Share



Cash flow




Share

Prem-

Capital

Special

hedging

Retained



capital

Ium

reserve

reserve

reserve

earnings

Total


£000

£000

£000

£000

£000

£000

£000

Six months ended 30 June 2010 (unaudited)








1 January 2010

30,729

50,664

1,618

44,442

-7,266

31,728

151,915

Profit for the period

-

-

-

-

-

15,184

15,184

Income and expense recognised directly in equity:








Transfer to Group Statement of Comprehensive Income on cash flow hedges

-

-

-

-

2,365

-

2,365

Fair value losses on cash flow hedges taken to equity

-

-

-

-

-10,138

-

-10,138

Unrealised gains at fair value through equity

-

-

-

-

-

128

128

Total Comprehensive Income

-

-

-

-

-7,773

15,312

7,539

Dividends paid:








Second interim dividend for period ended 31.12.09 (8.75p)

-

-

-

-

-

-5,061

-5,061

Scrip dividends in lieu of interim cash dividends

54

262

-

-

-

-316

-

Share consideration for the HI acquisition

503

2,413

-

-

-

-

2,916

30 June 2010

31,286

53,339

1,618

44,442

-15,039

41,663

157,309









Six months ended 30 June 2009 (unaudited)








1 January 2009

16,794

48,009

1,618

-

-14,923

26,788

78,286

Loss for the period

-

-

-

-

-

-1,848

-1,848

Income and expense recognised directly in equity:








Transfer to Group Statement of Comprehensive Income on cash flow hedges

-

-

-

-

3,301

-

3,301

Fair value gains on cash flow hedges taken to equity

-

-

-

-

5,797

-

5,797

Total Comprehensive Income

-

-

-

-

9,098

-1,848

7,250

Placing proceeds (net of expenses)

839

2,422

-

-

-

-

3,261

Dividends paid:








Second interim dividend for period ended 31.12.08 (8.5p)

-

-

-

-

-

-2,855

-2,855

30 June 2009

17,633

50,431

1,618

-

-5,825

22,085

85,942









Year ended 31 December 2009 (audited)








1 January 2009

16,794

48,009

1,618

-

-14,923

26,788

78,286

Profit for the year

-

-

-

-

-

10,786

10,786

Income and expense recognised directly in equity:







 

Transfer to Group Statement of Comprehensive Income on cash flow hedges

-

-

-

-

3,148

-

3,148

Fair value gains on cash flow hedges taken to equity

-

-

-

-

4,509

-

4,509

Total Comprehensive Income

-

-

-

-

7,657

10,786

18,443

Proceeds from capital raisings

13,883

2,856

-

46,956

-

-

63,695

Expenses of capital raisings

-

-433

-

-2,514

-

-

-2,947

Dividends paid:








Second interim dividend for period ended 31.12.08 (8.50p)

-

-

-

-

-

-2,855

-2,855

First interim dividend for year ended 31.12.09 (8.50p)

-

-

-

-

-

-2,707

-2,707

Scrip dividends in lieu of interim cash dividend (net of expenses)

52

232

-

-

-

-284

-284

31 December 2009

30,729

50,664

1,618

44,442

-7,266

31,728

151,915

 

 

Condensed notes to the financial statements

 

1. Accounting policies

 

General information

The financial information set out in this report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Group's statutory financial statements for the year ended 31 December 2009 have been filed with the Registrar of Companies. The auditors' report on these financial statements was unqualified and did not contain a statement under section 498(2) of the Companies Act 2006.

 

Basis of preparation/Statement of compliance

The half year report for the six months ended 30 June 2010 has been prepared in accordance with IAS 34 'Interim Financial Reporting' and reflects the accounting policies set out in the Group's financial statements at 31 December 2009 which have been prepared in accordance with IFRS as adopted by the European Union. The acquisitions during the six months ended 30 June 2010 have been treated as asset acquisitions (See note 3).

 

The half year report does not include all the information and disclosures required in the statutory financial statements and should be read in conjunction with the Group's financial statements as at 31 December 2009.

 

Convention

The financial statements are presented in Sterling rounded to the nearest thousand.

 

Segmental reporting

The Directors are of the opinion that the Group is engaged in a single segment of business being investment in property in the United Kingdom leased principally to GPs, NHS organisations and other associated health care users.

 

Going concern

The Group's property portfolio is 100% let to tenants with strong covenants.  The Group's borrowing facilities are not due for renewal until 2013 and the loan to value ratio was 55.9% at 30 June 2010, well below the banking covenant of 70%.  The pipeline of properties remains strong.  Having reviewed the Group's current position, cash flow projections, loan facilities and covenant cover, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.  Thus they continue to adopt a going concern basis in preparing the financial statements.

 

2. Investment and investment properties under construction

Properties have been independently valued at fair value byLambert Smith Hampton, Chartered Surveyors and Valuers, as at 30 June 2010 in accordance with IAS 40: Investment Property.

 

The revaluation gain for the six months ended 30 June 2010 amounted to £17.8 m. The revaluation gain for the year ended 31 December 2009 amounted to £1.6 m and the loss for the six months ended 30 June 2009 amounted to £8.0 m.

 

Property additions (including capitalised interest costs of £0.2 m relating to contracts) for the six months ended 30 June 2010 amounted to £101.1 m. There were no properties disposed of in the six months to 30 June 2010.  Commitments at 30 June 2010 amounted to £24.0 m (31 December 2009: £26.1 m).

 

Property additions for the 12 months ended 31 December 2009 and the six months ended 30 June 2009 amounted to £23.4 m and £6.9 m respectively. There were no property disposals during these periods.

 

3. Property acquisitions

As referred to in the operating and financial review the Group has acquired 33 fully let investments through five corporate transactions and one property acquisition during the six months to 30 June 2010. These acquisitions have been treated as asset acquisitions.

 



Investment

Investment



Investment

properties

properties



properties

long

under



freehold

leasehold

construction

Total


£000

£000

£000

£000

As at 1st January 2010

280,739

57,655

3,496

341,890

Property additions

190

-

17,643

17,833

Acquired Investment Property, Lanark

3,641

-

-

3,641

Anchor Meadow Limited

5,498

-

-

5,498

Care Capital Limited

23,841

-

-

23,841

Abstract Integrated Healthcare Limited

4,856

-

-

4,856

Charter Medinvest Limited

6,787

-

-

6,787

Health Investment Limited

22,662

15,986

-

38,648

Transfer from properties in the course of development

17,302

-

-17,302

-

Revaluations for the year

20,437

-3,661

1,045

17,821

As at 30 June 2010

385,953

69,980

4,882

460,815

 

 

4. Fixed asset investment

The fixed asset investment is held as an available for sale ("AFS") asset in accordance with IAS 39.  The unrealized gain on the investment is recognized through the statement of changes in equity.  The fixed asset investment acquired during the six months to 30 June 2010 at a cost of £476,000 represents ordinary shares acquired in AHMedical Properties PLC and has been valued at the quoted price on 30 June 2010 of £605,000.

 

5.  Earnings per share

The purpose of calculating an adjusted earnings per share is to provide a better indication of dividend cover for the period by excluding large one-off items affecting earnings per share during the period.

 

 


Net profit/(loss) attributable to Ordinary Shareholders

 

 

*Number of Ordinary Shares

 

 

Pence per share


Six

Six

Six


Mths

mths

mths


Ended

ended

ended


30-Jun

30-Jun

30-Jun


2010

2010

2010


£000




(unaudited)

(unaudited)

(unaudited)





Basic profit/(loss)

15,184

61,561,192

24.7

Adjusted profit/(loss)




Adjustments to remove:




Other non recurring items

-



Net valuation (gains)/losses on valuation of property

-17,821



Fair value loss/(gain) on derivatives **

5,037



UKREIT conversion charge

1,586



Taxation

-29



Adjusted basic and diluted earnings ***

3,957

61,561,192

6.4

 

 


Net loss attributable to Ordinary Shareholders

 

 

*Number of Ordinary Shares

 

 

Pence per share


Six

Six

Six


mths

mths

Mths


ended

ended

Ended


30-Jun

30-Jun

30-Jun


2009

2009

2009


£000




(unaudited)

(unaudited)

(unaudited)





Profit/(loss)




Basic profit/(loss)

-1,848

34,487,079

-5.4

Adjusted profit/(loss)




Adjustments to remove:




Other non recurring items

-



Net valuation (gains)/losses on valuation of property

8,033



Fair value loss/(gain) on derivatives **

-3,001



UKREIT conversion charge

-



Taxation

-



Adjusted basic and diluted earnings per share ***

3,184

34,487,079

9.2

 

 




 


Net loss attributable to Ordinary Shareholders

 

 

*Number of Ordinary Shares

 

 

Pence per share


Year

Year

Year


ended

ended

Ended


31-Dec

31-Dec

31-Dec


2009

2009

2009


£000




(audited)

(audited)

(audited)





Profit/(loss)




Basic profit/(loss)

10,786

40,623,413

26.6

Adjusted profit/(loss)




Adjustments to remove:




Other non recurring items

-372



Net valuation (gains)/losses on valuation of property

-1,615



Fair value loss/(gain) on derivatives **

-1,318



UKREIT conversion charge

-



Taxation

-



Adjusted basic and diluted earnings per share ***

7,481

40,623,413

18.4

 

* Weighted average number of Ordinary Shares in issue during the period. In October 2009 the Group issued 26,086,956 New Shares by way of a Firm Placing and Open Offer

** In view of the continuing volatility in the mark to model adjustment in respect of the period end valuations of derivatives that flow through the Condensed Group Statement of Comprehensive Income, the Directors believe that it is appropriate to remove the (gains)/loss in the calculation of adjusted earnings.

*** There is no difference between basic and fully diluted EPS.

 

6. Finance income

 


Six months

Six months

Year


ended

ended

ended


30-Jun

30-Jun

31-Dec


2010

2009

2009


£000

£000

£000


(unaudited)

(unaudited)

(audited)





Interest income on financial assets








Not at fair value through profit or loss




Bank interest

2

2

4

Development loan interest

41

7

46

Other interest

3

44

36


46

53

86

 

7. Finance costs          

 


Six months

Six months

Year


ended

ended

Ended


30-Jun

30-Jun

31-Dec


2010

2009

2009


£000

£000

£000


(unaudited)

(unaudited)

(audited)





Interest expense on financial liabilities








Not at fair value through profit or loss




(i) Interest paid




Bank loan interest paid

1,292

2,002

3,228

Bank swap interest

4,259

3,301

6,473

Other interest paid

4

3

-12

Notional UK-REIT interest

28

50

103

Bank facility non utilisation fees

65

-

148

Bank charges and loan commitment fees

200

-

327


5,848

5,356

10,267

At fair value through profit or loss




(ii) Derivatives




Net fair value (loss)/gain on derivatives

-5,037

3,001

1,318

 

The fair value loss on derivatives recognised in the Condensed Group Statement of Comprehensive Income has arisen from the interest rate swaps for which hedge accounting does not apply. A further fair value loss on hedges which meet the hedge effectiveness criteria under IAS 39 of £7.8 m (31 December 2009: gain of £7.7 m) is accounted for directly in equity.

 


Six months

Six months

Year


ended

ended

Ended


30-Jun

30-Jun

31-Dec


2010

2009

2009


£000

£000

£000


(unaudited)

(unaudited)

(audited)

Total net finance costs

5,802

5,303

10,181

Weighted average finance cost %

4.80

4.80

4.79

 

8.  Taxation

 


Six months

Six months

Year


ended

ended

Ended


30-Jun

30-Jun

31-Dec


2010

2009

2009


£000

£000

£000

Taxation in the Statement of Comprehensive Income:

(unaudited)

(unaudited)

(audited)

Current tax




UK Corporation tax credit on non property income

-29

-

-

Charge on conversion to UK-REIT status

1,586

-

-

Taxation expense in the Statement of




Comprehensive Income

1,557

-

-

 

The UKREIT charge of £1.6 m has arisen on the conversion of the companies acquired to UK-REIT status during the six months ended 30 June 2010 based on the values of the individual properties held.

 

9.  Dividends paid

 


Six

Six



months

months

Year


ended

ended

ended


30-Jun

30-Jun

31-Dec


2010

2009

2009


£000

£000

£000

Second interim dividend for the period ended 31 December 2009 (8.75p) paid 26 March 2010 (2009: 8.50p)

5,061

2,855

2,855

First interim dividend for the period ended 31 December 2009: (8.50p) paid 20 November 2009 (2008: 8.25p)

-

-

2,707

Scrip dividend in lieu of interim cash dividends

316

-

284


5,377

2,855

5,846

 

The Board proposes to pay an interim cash dividend of 8.75p per Ordinary Share for the six months to 30 June 2010, payable on 29 October 2010.

 

10. Performance incentive scheme

No performance incentive fee is payable to the Joint Managers for the period ended 30 June 2010 (six months to 30 June 2009 and year ended 31 December 2009: £nil). Under the terms of the management agreement there is a deficit of some £55 m to be made up in the net asset value before any further performance incentive fee becomes payable.

 

11. Trade and other payables

Trade and other payables include an accrual of £9.1 m for cash due to haven Health for the delivery of the completed development at Connah's Quay.

 

12. Bank Borrowings Reconciliation

 




Total


Drawn down

Headroom

facility


£000

£000

£000

As at 1 January 2010

167,300

97,700

265,000

Net of prepaid loan arrangement fees

-1,161

-

-


166,139

97,700

265,000

Drawdowns during the period

59,200

-59,200

-


255,339

38,500

265,000

Natwest Bank facility acquired with Abstract Integrated Healthcare Limited

3,000

350

3,350

Aviva facility acquired with Health Investments Limited**

28,264

-

28,264

Movement in prepaid loan arrangement fees

-189

-

-


256,792

38,850

296,614

 

* The Natwest Bank facility is due to be fully repaid in May 2011.

** The acquired Aviva facility are fixed term loans secured at fixed interest rates.

 

13. Net asset value calculations

There is no difference between the normal and adjusted net asset values as at 30 June 2009,

31 December 2009 and 30 June 2010. Net asset values have been calculated as follows:

 


30-Jun

30-Jun

31-Dec


2010

2009

2009


£000

£000

£000


(unaudited)

(unaudited)

(audited)





Net assets per Group Balance Sheet

157,309

85,942

151,915





Derivative interest rate swaps liability (net)

33,034

15,914

20,144

Basis swaps

-

373

-63

EPRAnet asset value

190,343

102,229

171,996






Number

Number

Number


of shares

of shares

of shares

Ordinary Shares:




Issued share capital

62,571,174

35,266,448

61,457,298





Basic net asset value per share

251.4p

243.7p

247.2p

EPRAnet asset value per share

304.2p

289.9p

279.9p

 

14. Related party transactions

There have been no changes to the related party arrangements or transactions as reported in the statutory Annual Financial Report for the year ended 31 December 2009. Note 4a) of the Annual Financial Report includes details of the management fees payable. Management fees of £0.8 m payable in accordance with the Joint Management Agreement described in the Annual Financial Report were paid to Nexus PHP Management Limited (six months to 30 June 2009:

£0.8 m and 12 months to 31 December 2009: £1.4 m) and to JOHambro Capital Management Limited £0.7 m (six months to 30 June 2009: £0.7 m and 12 months to 31 December 2009: £1.0 m).

 

The GPsurgery acquired at Lanark was purchased for a consideration of £3.4 m from Alba Investment Properties Limited ("Alba"). Christopher Mills who is a principal of JOHambro Capital Management Limited is a related party to Alba through investment in that company by North Atlantic Value Smaller Companies Investment Trust plc of which Mr Mills is Chief Executive and Joint Investment Manager and a substantial shareholder of the Joint Investment Manager. In assessing the value of the property the Group used independent valuers and neither J OHambro Capital Management Limited (the Joint Manager) nor Mr James Hambro, Director, took any part in the acquisition process.

 

Independent review report to Primary Health Properties PLC

 

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2010 which comprises the Condensed Group Statement of Comprehensive Income, Condensed Group Balance Sheet, Condensed Group Cash Flow Statement, Condensed Group Statement of Changes in Equity and the related notes 1 to 14. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410  (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" ("ISRE 2410") issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.

 

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority. As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards "IFRS" as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

 

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly report based on our review.

 

Scope of review

We conducted our review in accordance with ISRE 2410 (UKand Ireland) issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UKand Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2010 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

 

Ernst & Young LLP

London

18 August 2010

 

 

Directors' responsibility statement

 

The Directors confirm that this condensed set of financial statements has been prepared in accordance with IAS 34 as adopted by the European Union and that the operating and financial review herein includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8 of the Disclosure and Transparency rules of the United Kingdom's Financial Services Authority namely:

• an indication of important events that have occurred during the first six months and their impact on the condensed financial statements and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

• material related party transactions in the first six months and any material changes in the related party transactions described in the last Annual Financial Report.

 

The Directors of Primary Health Properties PLC are listed in the Annual Financial Report for the year ended 31 December 2009. A list of current Directors is shown on page 41. Shareholder information is as disclosed in the Annual Financial Report and is also available on the PHP website www.phpgroup.co.uk.

 

Graeme Elliot

Chairman         

18 August 2010

 

 

Corporate profile

 

Directors

Graeme Elliot (Chairman)

Alun Jones (Chairman of Audit Committee and Senior Independent Director)

Harry Hyman (Managing Director)

MarkCreedy (Chairman of Management Engagement Committee)

Martin Gilbert (William Hemmings: alternate)

James Hambro

Dr Ian Rutter OBE (Chairman of Nomination and Remuneration Committees)

 

Company Secretary and Registered Office

J O Hambro Capital Management Limited

Ground Floor, Ryder Court

14 Ryder Street, London SW1Y 6QB

Tel: 020 7747 5678

Fax: 020 7747 5647

 

Joint Managers

Nexus PHP Management Limited

2nd Floor, Griffin House

West Street, Woking GU21 6BS

Tel: 01483 749 020

 

J O Hambro Capital Management Limited

Ground Floor, Ryder Court

14 Ryder Street, London SW1Y 6QB

Tel: 020 7747 5678

 

 

Registrars

Capita Registrars

Northern House, Woodsome Park

Fenay Bridge, Huddersfield

WestYorkshire HD8 0GA

General enquiries: 0871 664 0300*

Email: ssd@capitaregistrars.com

Online dealing: www.capitadeal.com

Telephone dealing: 0871 664 0384*

Share service: www.capitaregistrars.com/php

CIRGT Shareholder helpline: 0871 664 0300*

* calls cost 10p per minute plus network charges

 

Stockbrokers

Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square, London EC4M 7LT

 

KBC Peel Hunt Ltd

111 Old Broad Street, London EC2N 1PH

 

Solicitors

Nabarro LLP

Lacon House, 84 Theobald's Road

London WC1X 8RW

 

Tods Murray LLP

Edinburgh Quay, 133 Fountainbridge

Edinburgh EH3 9AG

 

 

Auditors

Ernst & Young LLP

1 More London Place, London SE1 2AF

 

Bankers

The Royal Bank of Scotland plc

280 Bishopsgate, London EC2M 3UR

 

Allied Irish Banks, p.l.c.

St Helen's, 1 Undershaft, London EC3A 8AB

 

Abbey National Treasury Services plc

2 Triton Square, Regent's Place

London NW1 3AN

 

Environmental consultant

Collier & Madge plc

One Great Cumberland Place

London W1H 7AL

 

Property valuer

Lambert Smith Hampton Group Limited

Interchange Place, Edmund Street Birmingham B3 2TA

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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