Preliminary Results

Primary Health Properties PLC 10 April 2008 9 April 2008 PRIMARY HEALTH PROPERTIES PLC ('PHP') Modern accommodation for the Provision of Primary Health Care Services Preliminary Results for the Eighteen month period ended 31 December 2007 Primary Health Properties PLC, one of the UK's largest providers of modern primary healthcare facilities, is pleased to announce its Preliminary Results for the eighteen months ended 31 December 2007. Group Financial Highlights • Profit after tax £16.8m (30 June 2006: £15.9m) • Diluted NAV per share increased to 369.4 p (30 June 2006: 305.1p) • Total dividends in respect of the financial period ended 31 December 2007 of 23.25p (2006: 13.5p) • Net portfolio revaluation surplus over the period increased by £5m (30 June 2006: £15m) • Rent Roll increased to £16.2m per annum (2006: £11.3m) • Portfolio owned, leased and committed increased by 44% to £324.2 m (2006: £224.8m) • Moved to calendar year end to align with UK-REIT conversion • New term facilities of £50m have been arranged Harry Hyman, Managing Director, commented: "The period under review has been one of great change for PHP. During the 18 months, the Company was in the vanguard of converting to UK-REIT status, completed the acquisition of Cathedral group for £31m and successfully raised new money through an equity placing with new and existing investors. The last six months of the period have been characterised by a weakening in values for the commercial property market overall and this has impacted on PHP. However, the niche market in which the Company operates remains strong in comparison to the uncertainty afflicting other parts of the property sector. "The provision of modern primary health care facilities in the UK continues to enjoy strong tenant and investor demand and is supported by significant Government spending programmes that are not impacted by traditional economic factors. The Group remains a leader in its market with secure cash flows, good visibility of long term revenue and a strong forward pipeline of new product. The softening of yields offers opportunities for PHP to be opportunistic in its acquisition policy and the Company continues to search for appropriate additions to complement its existing portfolio. The Board looks to the future with confidence." - ends - Enquiries: Bell Pottinger Corporate and Financial David Rydell/Victoria Geoghegan Tel: 020 7861 3232 Primary Health Properties PLC Harry Hyman Managing Director Mobile: 07973 344768 Chairman's Statement Since the last reported audited figures, the Group has achieved a number of important milestones: • It has acquired or taken delivery of £76.7m of assets • It's portfolio including commitments is now £324m • It has over 106 primary care centres (99 completed and 8 contracted) • Net asset value increased to 369.4p per Ordinary Share • £40m gross of equity capital was raised • New term loan facilities of £50m have been arranged • 23.25p of dividends for the eighteen month period including 8.25p paid per Ordinary Share on 28 March 2008 In addition, on 1 January 2007, PHP converted into a REIT, thereby releasing £30m of deferred tax liabilities and incurring a conversion charge of £5.1m. The market in which the Group operates remains strong and while there has been uncertainty in other parts of the property sector, investor and tenant demand for modern primary health care facilities remains high. The Group has an excellent portfolio of modern properties with secure long leases, high quality tenants and the prospect of continued rental growth flowing through into dividends. The Group has substantial resources to continue with its strategy for growth through: • selective investment in appropriate new opportunities • minimising development risk • sourcing new investments from several developers. These results cover the statutory reporting period for the eighteen months ended 31 December 2007, which follows the change of the Group's year-end to 31 December. The results of the Group for each of the past five periods of six months are shown in the table below. The annualised results for the last two calendar years (31 December 2007 and 31 December 2006) are also summarised. The results of the previous statutory reporting year to 30 June 2006 are included in the main body of the financial statements. Financial information is provided in various sections of the Chairman's Statement below. This information has been extracted from the following sources: • Information at 31 December 2007 and the eighteen month period then ended from the Group's financial statements; • Information at 30 June 2006 and for the year then ended from the Group's annual financial statements; and • Information for various six month periods has been extracted from interim accounts and other internal reports. Results Group financial highlights Eighteen Six months Six Six months Six Six months Twelve months to to 31 months to to 31 months to to 31 months 31 December 30 June December 30 June December to 30 December 2007 2007 2006 2006 2005 June 2007 2006 Income Statement Annualised £16.2m £16.2m £14.5m £13.3m £11.3m £11.1m £11.3m delivered rent roll (Loss)/profit (£3.7m) (£18.0m) £5.3m £9.0m £9.0m £9.4m £18.4m before taxation Profit/(loss) £16.8m (£18.0m) £5.2m £29.6m £8.2m £7.7m £15.9m after taxation Balance Sheet Revaluation £4.9m (£13.6m) £5.1m £13.4m £7.2m £7.8m £15.0m surplus/(deficit) Net assets £124.1m £124.1m £151.1m £102.2m £71.3m £62.3m £71.3m Shares in issue at 33.6m 33.6m 33.6m 24.3m 22.7m 22.7m 22.7m period end NAV per share 369.4p 369.4p 449.8p 420.9p 314.5p 274.7p 314.5p Portfolio owned and £288.3m £288.3m £282.5m £260.3m £202.1m £185.9m £202.1m leased including leases Commitments £35.9m £35.9m £38.5m £33.5m £22.7m £24.0m £22.7m including deposits and development loans Portfolio owned £324.2m £24.2m £321.0m £293.8m £224.8m £209.9m £224.8m leased and committed Earnings per 59.3p (53.6p) 18.9p 125.4p 36.2p 33.0p 70.3p share - Basic Dividends 23.25p 8.25p 7.5p 7.5p 6.75p 6.75p 13.5p relating to the period per share Bank debt net of £155.3m £155.3m £132.0m £149.4m £108.8m £99.8m £108.8m cash Gearing debt as % 56.2% 56.2% 47.3% 60.0% 61.2% 62.1% 61.3% gross assets To enable a direct comparison on an annualised basis, the key results for the twelve months ended 30 June 2007 and 2006 were as follows: Twelve months to Twelve months to 30 30 June 2007 June 2006 Annualised delivered rent roll £14.5m £11.3m Profit before taxation £14.3m £18.4m Profit after taxation £34.8m £15.9m Earnings per share - Basic 135.7p 70.3p Dividends relating to the 15.0p 13.5p period per share To assist shareholders the profit (loss) for the respective periods has been further analysed as shown below: Eighteen Twelve months Twelve months Twelve months months to to to to 31 December 31 December 31 December 30 June 2007 2007 2006 2006 £'m £'m £'m £'m Rental and related income 22.2 15.7 12.2 11.1 Revaluation gains/(losses) on 4.9 (8.6) 20.6 15.0 property portfolio Impairment loss (3.8) (3.8) - - Gain on disposal of property - - 0.4 0.4 1.1 (12.4) 21.0 15.4 Administration expenses Management fee (3.2) (2.2) (1.5) (1.5) Incentive fee (2.6) (1.8) - - Other (1.8) (1.4) (2.1) (1.2) (7.6) (5.4) (3.6) (2.7) Profit/(loss) before interest and 15.7 (2.1) 29.6 23.8 exceptional items Exceptional items UK-REIT conversion costs (0.2) - (0.2) - Goodwill impairment (5.5) (0.2) (5.3) - (5.7) (0.2) (5.5) - Profit/(loss) after exceptional items 10.0 (2.3) 24.1 23.8 before interest Development loan interest 0.9 0.8 0.2 0.3 Mark to market loss on non-hedging (2.8) (2.8) - - derivatives Loan interest (net of interest (11.8) (8.4) (6.3) (5.7) receivable and swap interest) (Loss)/profit before taxation (3.7) (12.7) 18.0 18.4 Current taxation (0.1) (0.1) 0.5 0.5 Conversion to UK-REIT charge (5.1) - (5.1) - Deferred taxation (3.9) - (5.2) (2.9) Deferred taxation release on 29.6 - 29.6 - conversion to UK-REIT Taxation credit/(expense) 20.5 (0.1) 19.8 (2.5) Profit/(loss) after taxation 16.8 (12.8) 37.8 15.9 Performance The performance for the eighteen months can be divided into three very distinct periods. The six months prior to conversion to a UK-REIT when the property market was firm, six months as a UK- REIT when the property market remained firm and the most recent six months when the property market was weakening. The property market performed differently in each six month period. During the six months to 31 December 2006, the market was buoyant and yields continued to fall. During the first half of 2007, yields fell but at a slower pace. In the second half of 2007, the market began to decline with yields softening by about 35 basis points. The December balance sheet includes the results of the period end valuation by LSH, has resulted in a surplus of £4.9m. Financial Adjustments The results for the eighteen month period have also been affected by various other matters arising in the six months to 31 December 2006. These include the release of deferred tax liabilities (£29.6m), the goodwill write off relating to the purchase of Cathedral (£5.5m) and the REIT conversion charge (£5.1m). None of these items had comparables in any other period. The loss after tax of £18.0m for the six months to 31 December 2007 includes an impairment loss of £3.8m on property under development. Financial Instruments As at 31 December 2007, the mark to market valuation of the Group's interest rate swaps showed a £9.3m reduction in value from 30 June 2007 and a reduction of £2.7m during the 18 month period under review, ( £0.1m has been recorded as a movement in equity in relation to interest rate swaps qualifying for hedge accounting and £2.8m has been recorded in the Group Income Statement). The swaps were entered into at various dates to hedge the Group's exposure to higher interest rates and improve cash flow. The mark to market value fluctuates with movements in term interest rates and, in the case of the callable swap, with market volatility. In the earlier two six month periods, the mark to market valuation of the interest rate swaps qualifying for hedge accounting showed gains of £6.0m and £ 0.5m respectively. Both the revaluation adjustment to the property portfolio and the mark to market valuation of swaps represent unrealised adjustments and do not affect cash flow. During the period, the average rate of the swaps was lower than the prevailing LIBOR rate, thus saving the Group considerable cash outflow. The swaps have also mitigated the Group's exposure to interest rate risk. Discounted Cash Flow Property Valuation In addition to the market value exercise performed by LSH, 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 at 31 December 2007 is £316.1m, compared to the market value of £281.7m. The difference of £34.4m represents an additional 102.4p of net asset value per Share. The assumptions used in the discounted cash flow analysis are a discount rate of 7%; an average increase in the individual property rents at their respective review dates of 3%; and capital growth of residual values of 1% per annum. Dividends On 28 March 2008, the Group paid an ordinary cash interim dividend of 8.25p per Ordinary Share in respect of the six months ended 31 December 2007. This compares to 7.5p for each of the two previous interim dividends, paid on 22 May and 23 November 2007. The decision to pay three interim dividends for the eighteen month period rather than two interim and one final dividend was to accelerate payment of dividends to Shareholders. Borrowings In March 2008, the Group entered into a £50m secured facility to augment its existing facilities of £200m, resulting in current facilities of £250m. £160m was drawn at 31 December 2007 and, taking into account existing outstanding commitments of £36m, this leaves a further £54m of facilities available to the Group to continue with its acquisition policies. These term facilities mature in 2013. Total borrowings at 31 December 2007 were £160m. The Group has £145m of fixed rate cover including £55m of callable swaps. Loan to value at the period end was 56% and interest cover (as defined within the loan facility agreements) was 1.8 times. Revenues, Administration Expenses and Net Asset Value At a trading level, revenues for the eighteen month period increased to £22.2m as a result of favourable rent reviews and new deliveries and operating profit before financing costs was £10.0m. The eighteen month period to 31 December 2007 saw the effect of the inclusion of a Management Incentive Fee of £2.6m rather than the previous management share option scheme. The eighteen month period was also affected by the UK-REIT Conversion charge of £5.1m and other non-recurring costs. During the eighteen month period the diluted net asset value per share rose from 305.1p to 369.4p. Management Incentive Scheme The results for the two six month periods ended 31 December 2006 and 30 June 2007 also incorporated the Management Incentive Fee approved by Shareholders in November 2006 which replaced the management share option scheme. There is no Management Incentive Fee payable for the last six month period and, under the terms of the scheme, the deficit in Total Return will be made up before any fee is payable in future years. Portfolio During this period, the Group has taken delivery of £76.7m completed and let properties at locations noted in the acquisitions table in the Managing Directors' Report, and also entered into additional new commitments totalling £18.4m. The table below sets out the portfolio as at 31 December 2007. 31 December 31 December 30 June 2007 2006 2006 £m £m £m Investment properties 281.7 245.5 197.5 Development properties 2.8 9.5 - Properties in the course of development 0.8 2.8 2.1 Total investment properties 285.3 257.8 199.6 Finance leases 3.0 2.5 2.5 Total owned and leased 288.3 260.3 202.1 Development Loans 0.2 1.2 1.7 Total owned and leased (including 288.5 261.5 203.8 development loans) Deposits paid - 0.1 0.1 Committed 35.7 32.2 20.9 Total owned, leased and committed 324.2 293.8 224.8 Closing annualised rent roll 16.2 13.3 11.3 The Group's portfolio of 107 properties (including eight contracted schemes) is almost 100% let with an average lease length outstanding of 18.4 years. 89% of the rent roll is paid for directly or indirectly by the NHS and most of the balance is let to pharmacy operators. The closing rent roll at 31 December 2007 was £16.2m compared to £14.5m at 30 June 2007. Between 31 December 2007 and 30 June 2006, 93% of the increase related to new deliveries and 7% to rental increases secured during the period. Financing In April 2007, the Group completed a Placing and Open Offer, raising £38.7m net of expenses and thereby expanding its shareholder base. The Placing and Open Offer resulted in 9,309,376 new Ordinary Shares being issued on 11 April 2007. Other matters The Share Plan allowing investors to purchase the Company's Ordinary Shares by lump sum or regular payments currently has 39 members holding 105,299 Ordinary Shares. Further details can be found on the website www.phpgroup.co.uk and www.capitaregistrars.com/php. The Notice of the Annual General Meeting, explanatory circular and proxy card for the Annual General Meeting to be held on 17 June 2008 at 2.30pm will be enclosed with the Annual Report due to be delivered to Shareholders on or around 28 April 2008 . The Board intends to appoint a third Independent Non Executive Director. Outlook Unlike some sectors of the property market the supply of new purpose built accommodation for the delivery of primary care services is very limited with nearly all space being developed on a pre-let basis. Accordingly, there is little or no speculative building of space. As a result, the sector does not suffer from the potential oversupply of space that may affect other sectors of the property market. As at 31 December 2007, the Group had £35.7m of commitments. By 31 March 2008 all of these transactions except two, amounting to £9.2m, had been delivered. At the date of this statement that remains the Group's commitment position. The Group has several deals in solicitors' hands but is currently adopting a prudent policy with regard to entering into forward commitments. The Group remains a leader in its niche market, with secure cash flows and currently has a strong forward pipeline of new properties. Future growth will be driven by these additions and further rental increases from the portfolio, which continues to perform well. Despite the recent turmoil in banking and money markets, the Board is satisfied with the Group's funding position and remains optimistic about the prospects for the Group. G A Elliot Chairman 9 April 2008 Managing Director's Report Property portfolio The table in the Chairman's Statement sets out the development of our portfolio during the period under review. We took delivery of twelve new developments and acquired nine modern purpose built investments (2006: twelve new developments) and entered into a further six commitments on developments in the course of construction at the period end (2006: seven development commitments). At the period end the portfolio, when commitments are included, reached £324.2m (2006: £224.8m). Portfolio Purchases during the Period The Group completed the purchases of a number of properties during the period, details of which are set out below: Property Acquisition Occupational Tenants Cost £m 30 June 2006 to 31 December 2006 Barlow Medical Centre, Didsbury 4.2 Doctors' Practice and Pharmacy Springs Health Centre, Clowne 3.5 Doctors' Practice and Pharmacy Oaklands Health Centre, Hythe 2.7 Doctors' Practice and Pharmacy Chapelfield Medical Centre, Wombwell 3.2 Doctors' Practice and Pharmacy St Georges Medical Centre, Sheerness * 2.6 Doctors' Practice and Pharmacy Hetherington Group Medical Practice, Clapham * 2.6 Doctors' Practice Hailey View Surgery, Hoddesdon * 2.6 Doctors' Practice Central Milton Keynes Medical Centre * 3.3 Doctors' Practice and Pharmacy Oxted Therapies Unit * 4.0 PCT Treatment Centre St Stephens Gate Medical Centre, Norwich * 6.1 Doctors' Practice and Pharmacy 31 December 2006 to 30 June 2007 Jubilee Health Centre, Wednesbury 1.6 Doctors' Practice and Pharmacy Ouse Valley Practice, Handcross * 3.5 Doctors' Practice Frederick Treves House, Poundbury 5.9 2 Doctors' Practices, PCT and Pharmacy Penkridge Medical Practice 3.2 Doctors' Practice and Pharmacy Leslie Medical Centre 2.3 Doctors' Practice and Pharmacy 30 June 2007 to 31 December 2007 Kippax Health Centre 4.9 Doctors' Practice, PCT and Pharmacy Brough Ambulance Station 2.5 Ambulance Station and PCT Accommodation The Glenn Medical Centre, Hebburn 5.2 Doctors' Practice, PCT and Pharmacy Sandown Medical Centre, I.o.W. 3.7 Doctors' Practice and Pharmacy Waterloo Health Centre, Huddersfield 2.0 Doctors' Practice and Pharmacy Robin Hood Lane Health Centre, Sutton * 7.1 Doctors' Practice TOTAL 76.7 * properties acquired as part of the Group's acquisition of Cathedral Healthcare Holdings Limited (now PHIP CHH Limited). Property Disposals during the Period The Group disposed of one property during the period. This was a former doctors' surgery, where the tenant had been relocated to a new PHP facility, and which was sold for residential development at a price above its investment value. The property was valued at £0.40 m at 30 June 2006 and disposed of in October 2006 realising a gain of £0.04m. Revaluation As reported in the Chairman's Statement, the portfolio valuations have resulted in surplus for the eighteen month period of £4.9m which has been incorporated into the Group Balance Sheet, giving a closing investment property valuation of £281.7m (2006: £197.5m) The revaluation adjustments for each of the three six month interim periods were: 31 December 2007: loss of £13.6m, 30 June 2007: gain of £5.1m, 31 December 2006: gain of £13.4m. The £4.9m increase amounted to 17.3p per Ordinary Share on both a basic and diluted basis. The valuation surplus reflects the impact of our successful rent reviews. There has been a softening of investment yields throughout the UK commercial property market in the latter half of 2007 and, despite the long leases and secure covenants that typify our portfolio, it has not been immune. Notwithstanding this, and an increased number of players in the market, the Group has a good pipeline of investments. Portfolio Rental Levels The average rent for medical centres across the whole portfolio at the period end is approximately £169 per square metre ('psm') (2006 £162 psm). The average rent on accommodation let to the NHS (either directly or through the Doctors' Rent and Rates Scheme) is approximately £196 psm (2006: £157 psm) and the average pharmacy rent is approximately £239 psm (2006: £220 psm). The weighted average length of time to the next review is 1.6 years (2006: 1.8 years) across the portfolio. Tenant Area (sqm) Area (sq ft) Rent (£psm) Rent (£ psf) GP's 78,342 842,961 161 15 NHS 10,150 109,214 196 18 Pharmacy 5,742 61,779 239 22 Other 1,380 14,854 160 15 TOTAL 95,614 1,028,808 169 16 Tenancy split by Floor Area The table below indicates the tenancy split by floor area (psm): GP's 82% NHS 11% Pharmacy 6% Other 1% TOTAL 100% Rent Reviews The Group completed a number of rent reviews during the period and there are a number of reviews outstanding that we expect to be resolved during the coming year. The results of the reviews completed during the period added £365,000 to our rent roll. There are further reviews due from the past year which amount to some £3m of rent passing. We have accounted for an amount based on expected outcomes. The "forthcoming rent reviews" table below shows the timing of reviews across the portfolio. The pace of reviews is now picking up as more evidence is presented through the market and more premises go through the review process. The average increase in rent as a percentage of passing rent over the three year review process has been 11% (2006 11%) equating to 3.39% p.a. (2006 3.39%p.a.). Finance and Interest Rate Hedging Bank borrowings increased from £112.8m to £159.9m during the period, of which the amounts shown in the table below have been hedged by interest rate swaps at an average weighted cost rate of 4.78% (2006: 4.89%) (excluding the lenders' margins). During the period, a number of interest rate swaps have been entered into extending the maturity and quantum of the Group's cover under hedging arrangements as shown below. Year Swaps (£m) 2008 90.0 2009 80.0 2010 95.0 2011 85.0 2012 89.0 2013 89.0 2014 90.0 2015 92.0 2016 76.0 2017 70.0 2018 80.0 2019 80.0 2020 80.0 2021 80.0 2022 80.0 2023 80.0 2024 80.0 2025 80.0 2026 50.0 2027 20.0 The table above shows the level of bank borrowings hedged by interest rate swaps for each of the next twenty financial years (assuming callable swaps are not called). Year Swaps (£m) 2008 165.8 2009 168.0 2010 178.0 2011 173.0 2012 177.2 2013 177.2 2014 178.0 2015 179.7 2016 163.8 2017 158.0 2018 168.0 2019 168.0 2020 168.0 2021 131.3 2022 80.0 2023 80.0 2024 80.0 2025 80.0 2026 50.0 2027 20.0 The table above shows the level of bank borrowings hedged by both hedge accounted interest rate swaps and callable swaps for each of the next twenty financial years. Portfolio Characteristics Users The table below shows the percentage of our portfolio by rent roll derived from each of our major tenant classes, GPs, PCTs, Health Authorities, pharmacy operators and others. Some 99% (2006: 99%) of our rent roll comes directly or indirectly from the NHS, GPs, PCTs and pharmacy operators. Covenant Analysis by Annual Rent GP's 78% Pharmacy 10% PCT's 9% Health Authorities 2% Other 1% TOTAL 100% Length of Leases Analysis of Annual Rent by Term Unexpired The table below shows an analysis of rent by expiry and indicates that some 84% (2006: 95%) of the lease income has more than 15 years unexpired. Less than 5 years 1% 6 - 15 years 15% 15 - 20 years 47% More than 20 years 37% TOTAL 100% Security of Income by Term Certain The table below shows the security of income by term certain and shows the rental cash flow as a percentage of the year end rent roll, ignoring any increases and any lease renewals during the subsequent periods. This shows that by year 15 the Group would still be receiving 84% of its current income, without further action. Year % of Passing Rent 1 100% 5 99% 10 96% 15 84% Geographical Spread The table below shows the percentage of the portfolio by rent roll derived from each of the NHS regions. Annual Rent by Region East Anglia 3% East Midlands 8% London 9% North 2% North West 12% South East 30% South West 3% West Midlands 15% Yorkshire & Humberside 10% Scotland 5% Wales 3% TOTAL 100% Forthcoming Rent Reviews The table below shows the annual amount of rent falling due for review in each of the next 3 years. Year Rent (£m) 2008 5.441 2009 5.005 2010 5.036 The Primary Care market The National Health Service, ("NHS"), which this year celebrates its sixtieth birthday, is an integral part of life in Britain and is an important and large part of overall Government spending. The NHS budget is some £110 bn for 2008/9. We believe that whichever political party is in power, the twin drivers of demography (an ageing population) and technology (the ability to perform more procedures and diagnostics outside of major facilities) will continue to ensure that spending on health will rise by at least the increase in the country's GDP. Moreover, Government policy is to continue to switch large amounts of activity and budget into the primary care arena. To put it in context there are 1 million patient visits to primary care, per day, and the GP remains the gatekeeper to the NHS. This means that the demand for modern purpose built medical centres remains high. Although at some stages and in some parts of the UK, revenue budgets, out of which primary care rents are paid, remain under pressure, the NHS overall is believed to have a surplus for 2007-8. Spending in parts of the UK that have greater requirements and greater flexibility over funding such as Wales and Scotland have seen greater amounts of new building sanctioned in the last 18 months. However the period has seen a major dislocation in the re-organisation of the PCT structure within England and this led to delays in approving new projects within England. The period under review also saw the publication of Professor Lord Darzi's report "our NHS our future" which specifically identified the need for at least 100 more GP surgeries and 150 new polyclinics. This is all positive for the continued expenditure of capital on the primary care estate. Primary care property market Within the primary care property market, the pricing of investments has followed general market trends. For the 18 month period, this has meant that yields tightened during the period to September 2007 after which, notwithstanding the undoubted nature of the covenant behind some 89% of our rent roll and the long lease lengths, yields have moved out. At 31 December, our advisers reported to us that initial yields were approximately 5.5%. It is worth noting that the sector has not seen the very dramatic movement out of yields seen in more secondary property sectors because the demand from investors for this type of property remains high. It is also our belief that there is little chance of oversupply of product as there are few if any speculative developments of primary care space for the NHS market and all new rent reimbursements are subject to lengthy approval processes and are controlled both by the Heath Authorities and PCTs and also by the District Valuer's office. Similarly there are few voids in the sector and particularly in our portfolio. The risk of oversupply and voids are twin spectres that affect pricing in other parts of the property market. These features are part of the reason why adequate banking finance continues to be available - although it is worth noting that pricing for new facilities has risen as banks and other funding institutions seek to recover losses incurred elsewhere in their portfolios. Adding Value Our portfolio now has over 100 properties. We have a number of these properties where there could be extensions or where there is land adjacent to the surgeries for new development. We are exploring ways of adding value through the development of these situations. In the period, we carried out our first small 'own development' - constructing on a pre-let basis a pharmacy adjacent to our existing medical centre at Broxbourne. The returns from this for the Group were satisfactory. Elsewhere, as the majority of our leases have a three year review pattern we have a large number of leases due for rent review in 2008 and in respect of the last 18 month period. As reported elsewhere the average rental increase obtained during the period was 11%. We are investigating challenging the judge and jury nature of the review process in terms of the use by the Government of the District Valuer's office. Future prospects As we are not a developer, our business model does not require us to continue to buy property. However, we do have strong links with a number of developers who have good pipelines of deals for us to transact at sensible prices in the current period. Where necessary, we have adjusted purchase yields to reflect the changes in the more general property market. In addition, we are looking at a number of situations where vendors have companies pregnant with capital gains to sell which enable us as a UK-REIT to purchase the assets in a tax efficient manner. We believe that the investments we are purchasing reflect good long term value for the shareholders. We look forward to reporting more progress in the growth of our portfolio over the coming 12 month period. Harry Hyman Managing Director 9 April 2008 GROUP INCOME STATEMENT for the eighteen month period ended 31 December 2007 Eighteen months Year ended ended 31 December 30 June 2007 2006 £'000 £'000 Rental income 21,301 10,850 Finance lease income 908 281 Rental and related income 22,209 11,131 Net valuation gain on property portfolio 4,857 14,997 Impairment loss (3,750) - Net gain on disposal of property 44 401 Administrative expenses - exceptional goodwill impairment (5,551) - Administrative expenses - exceptional UK-REIT conversion costs (195) - Administrative expenses - other (7,646) (2,689) Operating profit before financing costs 9,968 23,840 Finance income 2,178 258 Finance costs (13,022) (5,695) Mark to market loss on derivatives (2,808) - (Loss)/profit before taxation (3,684) 18,403 Current taxation (100) 465 Conversion to UK-REIT charge (5,157) - Deferred taxation (3,880) (2,931) Deferred taxation release on conversion to UK-REIT status 29,622 - Taxation credit/(charge) 20,485 (2,466) Profit for the period/year 16,801 15,937 Earnings per share - basic 59.4p 70.3p - diluted 59.4p 67.7p Adjusted earnings per share - basic (1.8p) 17.1p - diluted (1.8p) 16.5p Increased net asset value per share since previous annual report - basic 54.9p 62.6p - diluted 64.3p 58.5p Total return per share - basic 76.7p 76.1p - diluted 86.1p 72.0p Dividends paid in the period/year per share 21.75p 12.75p The above relates wholly to continuing operations. GROUP BALANCE SHEET as at 31 December 2007 At 31 December At 30 June 2007 2006 £'000 £'000 Non current assets Investment properties 282,495 199,569 Development properties 2,853 - Development loans 182 1,712 285,530 201,281 Net investment in finance leases 2,914 2,492 Derivative interest rate swaps 1,651 1,415 290,095 205,188 Current assets Trade and other receivables 4,186 1,033 Net investment in finance leases 53 12 Cash and cash equivalents 3,862 3,973 8,101 5,018 Total assets 298,196 210,206 Current liabilities Derivative interest rate swaps (2,808) (74) Corporation tax payable (29) (181) UK-REIT conversion charge payable (1,208) - Deferred rental income (3,660) (2,466) Trade and other payables (3,576) (2,604) (11,281) (5,325) Non current liabilities Term loan (159,219) (112,363) Derivative interest rate swaps (224) - Deferred taxation - (21,193) UK-REIT conversion charge payable (3,395) - (162,838) (133,556) Total liabilities (174,119) (138,881) Net assets 124,077 71,325 Equity Share capital 16,794 11,339 Share premium 48,009 12,022 Capital reserve 1,618 1,618 Cash flow hedging reserve 1,427 939 Retained earnings 56,229 45,407 Total equity * 124,077 71,325 Net asset value per share - basic 369.42p 314.52p - diluted 369.42p 305.06p Adjusted net asset value per share - basic 369.42p 407.97p - diluted 369.42p 392.35p *Wholly attributable to equity shareholders of Primary Health Properties PLC ("PHP PLC") ** Adjusted to remove deferred tax (applicable to 30 June 2006 only) Group Statement of Changes in Equity for the eighteen month period ended 31 December 2007 Cash flow Share Share Capital hedging Retained capital premium reserve reserve earnings Total £'000 £'000 £'000 £'000 £'000 £'000 30 June 2006 11,339 12,022 1,618 939 45,407 71,325 Profit for the period - - - - 16,801 16,801 Transfer to income statement on cash flow - - - (1,231) - (1,231) hedges Income and expense recognised directly in equity: Gains on cash flow hedges taken to equity - - - 1,317 - 1,317 Deferred tax on cash flow hedges - - - 402 - 402 Total recognised income and expense for the period - - - 488 16,801 17,289 Issue of shares (net of expenses) 5,455 35,987 - - - 41,442 Dividends paid: Final dividend for the year ended 30 June 2006 (6.75p) - - - - (1,639) (1,639) First interim dividend for the period ended 31 December 2007 (7.5p) - - - - (1,821) (1,821) Second interim dividend for the period ended - - - - (2,519) (2,519) 31 December 2007(7.5p) 31 December 2007 16,794 48,009 1,618 1,427 56,229 124,077 Group Statement of Changes in Equity for the year ended 30 June 2006 (continued) Cash flow Share Share Capital hedging Retained capital premium reserve reserve earnings Total £'000 £'000 £'000 £'000 £'000 £'000 1 July 2005 11,326 11,952 1,618 (1,292) 32,175 55,779 Profit for the year - - - - 15,937 15,937 Transfer from income statement on cash flow hedges - - - 238 - 238 Income and expense recognised directly in equity: Gains on cash flow hedges taken to equity - - - 2,949 - 2,949 Deferred tax on cash flow hedges taken to equity - - - (956) - (956) Total recognised income and expense for the year - - - 2,231 15,937 18,168 Issue of shares (net of expenses) 13 70 - - - 83 Share based payment adjustment - - - - 185 185 Dividends paid: Final dividend for the year ended 30 June 2005 (6.0p) - - - - (1,359) (1,359) Interim dividend for the year ended 30 June 2006 (6.75p) - - - - (1,531) (1,531) 30 June 2006 11,339 12,022 1,618 939 45,407 71,325 GROUP CASH FLOW STATEMENT for the eighteen month period ended 31 December 2007 Eighteen months Year ended ended 31 December 30 June 2007 2006 £'000 £'000 Operating activities (Loss)/profit before tax (3,684) 18,403 Less: Finance income (2,178) (258) Plus: Finance costs 13,022 5,695 Plus: Mark to market loss on derivatives 2,808 - Operating profit before financing costs and financing income 9,968 23,840 Adjustments to reconcile Group operating profit to net cash flows from operating activities Less: Revaluation gains on property (4,857) (14,997) Less: Gains on disposal of property (44) (401) Plus: Impairment loss 3,750 - Plus: Goodwill impairment 5,551 - Plus: Shares based payment expense - 185 Increase in trade and other receivables (1,177) (54) (Decrease)/increase in trade and other payables (448) 212 Cash generated from operations 12,743 8,785 UK-REIT conversion charge (554) - Taxation paid (272) (34) Net cash flow from operating activities 12,198 8,970 Investing activities Receipts from disposal of investment properties 464 7,711 Payments to acquire investment properties (48,972) (25,770) Interest received from developments 281 219 Development loans advanced (2,671) (2,612) Bank interest received 83 47 Acquisition of Cathedral (30,924) - Cash acquired on acquisition of Cathedral 174 - Net cash flow used in investing activities (81,846) (20,624) Financing activities Term bank loan drawdowns 47,050 24,000 Placing and option exercise (net of expenses) 41,443 (4) Interest paid (12,977) (6,678) Equity dividends paid (5,979) (2,803) Net cash flow from financing activities 69,537 14,515 (Decrease)/increase in cash and cash equivalents for the period/year (111) 2,861 Cash and cash equivalents at start of period/year 3,973 1,112 Cash and cash equivalents at end of period/year 3,862 3,973 NOTES: The above results for the eighteen month period ended to 31 December 2007 are audited. 1. Accounting policies Basis of preparation and statement of compliance The Group's financial statements for the period ended 31 December 2007 have been presented under International Financial Reporting Standards (IFRS) as adopted by the European Union. The financial information contained in this report does not constitute statutory accounts within the meaning of Section 240 Companies Act 1985. The auditors' report on the full financial statements under section 235 Companies Act 1985, for the eighteen month period ended 31 December 2007, contains a statement under Section 237 (2) or (3) Companies Act 1985. This audit report, which was unqualified, will be delivered to the Registrar of Companies, together with financial statements for the eighteen months period ended 31 December 2007. Convention The financial statements are presented in Sterling rounded to the nearest thousand. Segmental reporting The Group operates under one business segment and one geographical segment, being investment in primary health care property within the United Kingdom. Conversion to UK-REIT The Group's conversion to UK-REIT status was effective from 1 January 2007. Conversion to UK-REIT results in, subject to continuing relevant UK-REIT criteria being met, the Group's property profits, both income and gains, being exempt from UK taxation from 1 January 2007. Therefore, deferred tax liabilities as at 31 December 2006 of £30.0m were released with £29.6m is credited to the Group Income Statement and £0.4m to the cashflow hedging reserve. On conversion to UK-REIT, the Group was subject to a one-off taxation charge based on the value of properties as at the date of conversion, which amounted to £5.1m. This amount is payable over four years. Change of accounting reference date The Group changed its accounting reference date to 31 December. The current accounting reference period, which commenced on 1 July 2006, therefore comprises 18 months ended 31 December 2007. Basis of consolidation The Group's financial statements consolidate the financial statements of Primary Health Properties PLC and its wholly owned subsidiary undertakings. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtained control and continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved through direct or indirect ownership of voting rights; currently exercisable or convertible potential voting rights; or by way of contractual agreement. The financial statements of the subsidiary undertakings are prepared for the accounting reference period ending 31 December each year, using consistent accounting policies. All intercompany balances and transactions, including unrealised profits arising from them, are eliminated. 2. Acquisition of Cathedral Healthcare (Holdings) Limited ("CHH") On 22 December 2006, the Group acquired 100% of the Ordinary Shares of CHH for a cash consideration of £31.0m, equivalent to the fair value of the assets obtained. CHH was the holding company of a group of companies that owned nine primary healthcare facilities across the UK which have been incorporated into the Group's portfolio. Consideration of £30.9m was paid upon completion with a further 0.1m paid in April 2007. Cash acquired upon acquisition of CHH amounted to £0.2m. The total gross assets acquired once fully developed are expected to amount to £39.2m. These assets are expected to generate a total annual rental income of approximately £2.0m, reflecting an initial yield of approximately 5%. As the Group paid consideration equal to the assessed value of the acquired properties, goodwill arises in respect of the other liabilities, principally a deferred tax liability of £4.9m. However, on conversion to UK-REIT, the deferred tax liability is eliminated resulting in an impairment of goodwill arising on acquisition. No further goodwill has deemed to have been acquired from other assets. Fair values of the net assets at date of acquisition were as follows: £'000 Investment properties 21,300 Development properties 9,525 Trade receivables 810 Cash 173 Trade payables (1,346) Deferred tax liabilities (4,951) ----------- Net assets acquired 25,511 Goodwill arising on acquisition 5,551 ----------- 31,062 3 Investment properties The freehold, leasehold and development properties have been independently valued at fair value by Lambert Smith Hampton Chartered Surveyors and Valuers, as at 31 December 2007 in accordance with IAS 40 "Investment Property".. The revaluation loss for the six month period ended 31 December 2007 amounted to £13.6m, giving an overall revaluation gain of £4.9m for the eighteen month period ended 31 December 2007. Property additions for the six months ended 31 December 2007 amounted to £21.7m, giving total additions for the eighteen month period of £83.6m (including £30.8m on the PHIP CHH acquisition). There were no properties disposed of in the six months to 31 December 2007. Properties disposed of during the eighteen month period ended 31 December 2007, valued at £0.4m as at 30 June 2006, realised a gain of £0.04m. An impairment of £3.75m has been reflected as an impairment provision against the capitalised cost of property. This impairment reflects the difference between the estimated market value of the properties in the course of the development at the period-end and their contracted development cost. 4 Earnings per share The calculation of basic and diluted earnings per share is based on the following: Eighteen months to 31 December 2007 Year to 30 June 2006 Net profit Net profit attributable to attributable to Ordinary Ordinary^ Ordinary Ordinary^ Shareholders Shares Per Share Shareholders Shares Per Share £'000 number pence £'000 Number pence Basic earnings per 16,801 28,297,852 59.4 15,937 22,667,946 70.3 share Option conversion * - - - 861,960 Diluted earnings per 16,801 28,297,852 59.4 15,937 23,529,906 67.7 share Adjusted earnings per share for the period Eighteen months to 31 December 2007 Year to 30 June 2006 Net profit Net profit attributable to attributable to Ordinary Ordinary^ Ordinary Ordinary^ Shareholders Shares Per Share Shareholders Shares Per Share £'000 number pence £'000 number pence Basic earnings per 16,801 28,297,852 59.4 15,937 22,667,946 70.3 share Adjustment to remove: Performance 2,591 - Incentive fee# Goodwill 5,551 - impairment UK-REIT conversion charge 5,157 - Deferred tax 3,880 2,931 charge Deferred tax (29,622) - release Net valuation (4,857) (14,997) gains Adjusted basic (499) 28,297,852 (1.8) 3,871 22,667,946 17.1 earnings per share Options conversion* - - - **861,960 Adjusted diluted (499) 28,297,852 (1.8) 3,871 23,529,906 16.5 earnings per share ^ Weighted average number of Ordinary Shares in issue during the period. * Excess of the total number of potential shares on option exercise over the number that could be issued at fair value as calculated in accordance with IAS 33 ' Earning per share' ** All Management Options were exercised in full on 21 September 2006. # The Performance Incentive Fee depends primarily on revaluation gains, which are eliminated in calculating adjusted earnings per share. 5 Performance incentive scheme On 16 November 2006, Shareholders approved the amendments to the Management Agreement whereby the Joint Managers are entitled to a performance incentive fee of 15% of any performance in excess of an 8% per annum increase in the Company's "Total Return" as derived from the audited financial statements for the respective financial period. The Total Return shall be determined by comparing the variation in the stated net asset value per share (on a fully diluted basis, adjusting for deferred tax and the REIT conversion charge and adding back gross dividends paid or declared per share in such period), against the fully diluted net asset value per share from the previous period's audited accounts. The performance incentive fee was initially calculated on an annual basis ending 30 June. However, following the Group's conversion to UK-REIT and change in its accounting reference date to 31 December, it has been necessary to calculate the fee based in six-monthly steps, using interim accounts. From 1 January 2008, the fee will be calculated on an annual basis, using the audited financial statements. Included in Administration Expenses within the Income Statement is a performance incentive fee expense of £2,591,000 (six months to 30 June 2007: £1,839,000, six months to 31 December 2006: £752,000). There is no performance incentive fee payable for the six months ended 31 December 2007. 6. Dividends paid Dividends paid in the period are as follows: No of shares Eighteen months Year dividend paid to to upon 31 December 30 June 2007 2006 £'000 £'000 Final dividend for the year 24,277,718 1,639 - ended 30 June 2006 (6.75p) First interim dividend for the 24,277,718 1,821 - period ending 31 December 2007 (7.5p) Second interim dividend for the 33,587,094 2,519 - period ending 31 December 2007 (7.5p) Final dividend for the year 22,677,718 - 1,359 ended 30 June 2005 (6.0p) Interim dividend for the year 22,677,718 - 1,531 ended 30 June 2006 (6.75p) 5,979 2,890 A third interim dividend was paid on 28 March 2008, in respect of the period ended 31 December 2007, of 8.25p per Ordinary Share (2006: final dividend of 6.75p per Ordinary Share), amounting to a total of £2,770,935 (2006: £1,530,746). No final dividend is proposed. 7 Taxation 31 December 2007 30 June 2006 £'000 £'000 Tax(credit)/charge in the Group Income Statement: The tax(credit)/charge is made up as follows: Current tax UK Corporation tax 27 181 Adjustment in respect of prior period/year 73 (646) 100 (465) Charge on conversion to UK-REIT status 5,157 - 5,257 (465) Deferred tax Deferred tax charge for the 6 months to 31 3,880 2,931 December 2006/year Deferred tax release on conversion to UK-REIT (29,622) - status (see note 1) (25,742) 2,931 Conversion to a UK-REIT means that the Group is no longer subject to UK Corporation Tax. This enables the Group to release its deferred tax liabilities at the expense of suffering a conversion (5.1m) plus additional legal costs (£0.20m). Taxation (credit)/charge in the Group Income (20,485) 2,466 Statement Taxation in the Balance Sheet: Deferred tax liability - on temporary differences - 6,186 - on revaluation gains - 14,605 - on derivative interest rate swaps - 402 Deferred tax liability at end of period - 21,193 Deferred tax reconciliation: Balance at beginning of period/year 21,193 17,860 Charge for the period 3,880 2,931 Deferred tax liability on acquisition of 4,951 - Cathedral Healthcare (Holdings) Limited Deferred tax on cash flow hedge (402) 402 Deferred tax release on conversion to UK-REIT (29,622 - status Balance at end of period/year - 21,193 8. Net asset value calculations Net asset values have been calculated as follows Eighteen months ended Year to 31 December 30 June 2007 2006 £'000 £'000 Net assets: Per Group Balance Sheet * 124,077 71,325 Add - Receipts from the exercise of - 2,736 Management Options 124,077 74,061 No. of Shares No. of Shares Ordinary Shares: Issued share capital * 33,587,094 22,677,718 Add - New Shares issued assuming the - 1,600,000 exercise of Management Options 33,587,094 24,277,718 Basic net asset value per share 369.42p 314.52p Diluted net asset value per share 369.42p 305.06p * Figures for the basic net asset value calculations Calculations assume that the dilution takes place on the respective Balance Sheet dates. Diluted adjusted net asset value has been calculated as follows: Eighteen months ended Year to 31 December 30 June 2007 2006 £'000 £'000 Net assets: 124,077 71,325 Per Group Balance Sheet Adjustments to add back: Deferred tax on temporary differences - 6,186 Deferred tax on revaluation gains - 14,605 Deferred tax on derivatives - 402 Adjusted net assets 124,077 92,518 Add - Receipts from the exercise of Management Options - 2,736 124,077 95,254 No. of shares No. of shares Ordinary Shares: Issued share capital 33,587,094 22,677,718 Add - New Shares issued assuming the exercise of Management Options - 1,600,000 33,587,094 24,277,718 Basic adjusted net asset value per share 369.4p 408.0p Diluted adjusted net asset value per share 369.4p 392.4p Calculations assume that the dilution takes place on the respective Balance Sheet dates. The statutory accounts for the eighteen months ended 31 December 2007 will be delivered to Registrar of Companies following the Company's Annual General Meeting. The Annual Report was signed on 9 April 2008 and will be posted to shareholders and those on the mailing list on or around 28 April 2008. The Annual Report will thereafter be available on request from the Company Secretary, J O Hambro Capital Management Limited, Ground Floor, Ryder Court, 14 Ryder Street, London, SW1Y 6QB. The Annual General Meeting is to be held on 17 June 2008 at 2.30 pm in the Board Room, at Ground Floor, Ryder Court, 14 Ryder Street, London, SW1Y 6QB. The financial information set out above does not constitute the Company's statutory financial statements for the period ended 31 December 2007 or 30 June 2006. The auditors have reported on those financial statements; their reports were unqualified and did not contain statements under section 237 (2) or (3) of the Companies Act 1985. 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