This announcement is not, does not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation or any offer to purchase or subscribe for or otherwise acquire, any securities of the Company nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contractual commitment or investment decision in relation thereto. This announcement does not constitute a recommendation regarding any securities.
This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United States.
8 November 2021
Sirius Real Estate Limited
("Sirius Real Estate", "Sirius" or the "Company")
Condensed consolidated financial results for the six months ended 30 September 2021
Strong H1 organic growth, inaugural bond issuance and progress on acquisitions
Sirius Real Estate, the leading operator of branded business parks providing conventional space and flexible workspace in Germany, today announces its half year results for the six months ended 30 September 2021.
Organic and acquisitive growth continuing to drive rental income, FFO and dividend
• 25.7% increase in profit before tax to €78.2 million (30 September 2020: €62.2 million)
• 13.4% growth in funds from operations ("FFO") to €33.0 million (30 September 2020: €29.1 million)
• 12.1%1 increase in dividend per share to 2.04c (30 September 2020: 1.82c)
•2.5% increase in like-for-like annualised rent roll to €98.9 million (31 March 2021 €96.5 million2) driven by a 2.6% increase in like-for-like rate per sqm to €6.33 (31 March 2021: €6.17) with further improvement expected in the second half of the year as assets notarised in the period complete and contribute to earnings.
Sirius platform continues to deliver against improving market
• High percentage of German population have now been vaccinated
•German economy forecast to grow at c.4% in 2022
•Like-for-like occupancy remained broadly flat at 86%, whilst total occupancy reduced to 85% (31 March 2021: 87%) primarily as a result of the acquisition of 23,000 sqm of vacant space within acquisition assets that completed within the period
•Consistently high cash collection rate of 97.4% for the six-month period to 30 September 2021 (30 September 2020: 97.3%) and a 12 month trailing rate of 98.2%, reflecting Sirius' tenant diversification and resilience of its portfolio
•Maintained ratings across MSCI, improved ratings on Sustainalytics and GRESB Public Disclosure with a fuller ESG update to be provided at the year-end.
Strong balance sheet and valuation growth
•NAV per share grew 4.9% to 92.62c (31 March 2021: 88.31c) with adjusted NAV per share increasing by 5.3% to 98.80c (31 March 2021: 93.79c)
• Increase in valuation of like-for-like owned investment property by €62.1 million to €1,409.3.5 million (31 March 2021: €1,347.2 million)resulting in 4.6% like-for-like3 valuation growth
•Total cash balance of €187.6 million (31 March 2021: €65.7 million), of which €172.7 million is unrestricted (31 March 2021: €49.3 million), providing capacity for further acquisitions and investment.
Transformation of balance sheet with inaugural bond issuance
• Completion of €400.0 million oversubscribed corporate bond issuance in June 2021 attracting a coupon of 1.125% until maturity in June 2026
• Repayment of €170.7 million of secured debt and increase in book value of unencumbered properties to €944.1 million (31 March 2021: 245.5 million)
• Weighed average cost of debt reduced to 1.2% (31 March 2021: 1.5%) and weighted average term of debt extended to 3.7 years (31 March 2021: 2.7 years)
• Net LTV of 36.8% (31 March 2021: 31.4%)
Progress on acquisitions
• €153.4 million deployed or committed to eight on balance sheet acquisitions
• Two acquisition assets completed in the period amounting to €19.7 million, comprising business parks in Essen and Öhringen
• Six acquisitions notarised in the period and expected to complete in the second half, amounting to €133.6 million, including business parks in Heiligenhaus, Oberhausen, Frankfurt, Essen, Erfurt and Neckartenzlingen.
• Completion of the €79.9 million acquisition of the Sigma Technopark in Augsburg through the Titanium venture with AXA IM Alts
• The Company also completed the purchase of a land parcel adjacent to its existing business park in Neuruppin, for €0.5 million.
Board appointment
•Appointment of independent non-executive director Joanne Kenrick, whose 30 years of commercial marketing experience and ESG strategy development brings an invaluable contribution to the business.
Outlook
· Trading in line with expectations for the full year
Post period transaction
• Sirius is separately announcing today an acquisition which will be in part funded by a placing of the Company's new ordinary shares .
Andrew Coombs, Chief Executive Officer of Sirius Real Estate, said: "The improving economy and renewed market confidence has been reflected in a positive set of results for Sirius for the first half of the financial year. The business has grown both organically and acquisitively during the period which has resulted in our FFO increasing by 13.4% and enabled us to increase our dividend per share by over 12%. Additionally, the success of our oversubscribed inaugural corporate bond issuance has allowed us to reduce our cost of debt further and provide us with significant resources for future investment whilst also highlighting the conviction investors have in our strategy.
"As the vaccination roll-out continues across Germany and trading conditions improve further, Sirius is well-positioned to capitalise on the wider macro trends being felt in the market, with increased nearshoring and the localisation of supply chains driving demand for space within our asset class. We have made strong progress throughout the first half and, with the contribution from recently notarised properties that have not yet completed to come, we remain well placed to continue to perform in the second half of the financial year and beyond."
1 Interim dividend representing 65% of FFO (30 September 2020: 65% of FFO)
2 Excludes €0.7m of annualised rent roll relating to the expected Daimler moveout in the Fellbach 2 asset that was acquired in March 2021
3 Like for like comparison assesses assets that were in the portfolio previously and excludes acquisitions and disposals
CONFERENCE CALL
Webcast Conference
There will be an audio webcast presentation for analysts at 08.30am BST / 10.30am SAST today, hosted by Andrew Coombs, Chief Executive Officer of Sirius Real Estate.
If you would like to join the webcast please use the registration link below:
https://brrmedia.co.uk/sirius-real-estate-hy22/
For further information:
Sirius Real Estate
Andrew Coombs, CEO / Alistair Marks, CFO
+49 (0) 30 285 010 110
FTI Consulting (Financial PR)
Richard Sunderland / Claire Turvey / James McEwan / Talia Jessener
+44 (0) 20 3727 1000
SiriusRealEstate@fticonsulting.com
NOTES TO EDITORS
About Sirius Real Estate
Sirius is a property company listed on the main market and premium segment of the London Stock Exchange and the main board of the Johannesburg Stock Exchange. It is a leading operator of branded business parks providing conventional space and flexible workspace in Germany. The Company's purpose is to create and manage optimal workspaces that empower small and medium-sized businesses to grow, evolve and thrive. Sirius seeks to unlock the potential of its people, its properties, and the communities in which it operates, so that together we can create sustainable impact, and long-term financial and social value.
The Company's core strategy is the acquisition of business parks at attractive yields, the integration of these business parks into its network of sites under the Company's own name as well as offering a range of branded products within those sites, and the reconfiguration and upgrade of existing and vacant space to appeal to the local market, through intensive asset management and investment. The Company's strategy aims to deliver attractive returns for shareholders by increasing rental income and improving cost recoveries and capital values, as well as by enhancing those returns through financing its assets on favourable terms. Once sites are mature and net income and values have been optimised, the Company may take the opportunity to refinance the sites to release capital for investment in new sites or consider the disposal of sites in order to recycle equity into assets which present greater opportunity for the asset management skills of the Company's team.
Sirius also has a venture with clients represented by AXA IM Alts. Titanium was formed through the acquisition by AXA IM Alts, on behalf of its clients, from Sirius, of a 65% stake in five business parks across Germany. Sirius retained the remaining 35%. The venture seeks to grow primarily through the acquisition of larger stabilised business park assets and portfolios of assets with strong tenant profiles and occupancy. As well as its equity interest, Sirius acts as operator of the assets in the venture, on a fee basis. Sirius will continue to grow its wholly owned portfolio through acquisitions of more opportunistic assets, where it can capitalise on its asset management expertise to maximise utilisation of the space, grow occupancy and improve quality of the tenants. The strategies have been clearly defined so that the venture does not conflict with Sirius's existing business.
For more information, please visit: www.sirius-real-estate.com
Follow us on LinkedIn at https://www.linkedin.com/company/siriusrealestate/
Follow us on Twitter at @SiriusRE
JSE Sponsor
PSG Capital
€78.2m
↑ 25.7%
Profit before tax
2021 78.2
2020 62.2
€88.4m
↑ 11.5%
Total revenue
2021 88.4
2020 79.3
€33.0m
↑ 13.4%
Funds from operations1
2021 33.0
2020 29.1
€99.7m
↑ 11.8%
Total annualised rent roll
2021 99.7
2020 89.2
2.04c per share
↑ 12.1%2
Interim dividend
2021 2.04
2020 1.82
6.44c per share
↑ 18.2%
Basic earnings per share
2021 6.44
2020 5.45
1 See note 24 of the Interim Report 2021
2 Interim dividend representing 65% of FFO (30 September 2020: 65% of FFO).
3 See note 11 of the Interim Report 2021
Business update
Strong organic and acquisitive growth
In summary:
• Positive trading momentum in first half of the financial year
• Profit before tax of €78.2 million (30 September 2020: €62.2 million)
• 13.4% increase in funds from operations ("FFO") to €33.0 million (30 September 2020: €29.1 million)
• Dividend of 2.04c per share declared, 1.5 times covered by FFO (30 September 2020: 1.82c)
• Completion of €400.0 million inaugural unsecured bond issuance
• €153.9 million of acquisitions completed or notarised in the period
Overview
Sirius has had a positive six-month trading period with strong organic growth and revenue increasing 11.5% to €88.4 million (30 September 2020: €79.3 million) resulting in a 2.5% increase in like-for-like annualised rent roll, 13.4% increase in FFO to €33.0 million (30 September 2020: €29.1 million) and a 4.6% like-for-like uplift in the valuation of its investment property.
The period under review saw the successful completion of the Company's inaugural bond issuance with a €400.0 million placing transforming the Company's balance sheet and increasing the amount of unencumbered assets to €944.1 million. The issuance also resulted in a reduction in the average cost of debt to 1.2% (31 March 2021: 1.5%) and increase in average debt maturity to 3.7 years (31 March 2021: 2.7 years). The Company made good progress in the deployment of funds generated from the issuance with the acquisition of two assets and one land parcel completing within the period for €20.2 million and the acquisition of six assets notarised for completion after the period end amounting to €133.6 million.
The Company has declared a dividend in respect of six months ended 30 September 2021 of 2.04c per share representing 65% of FFO. This is a 12.1% increase on the 1.82c declared in relation to the same period in the prior year.
Looking forward, the Company is confident it can continue to grow FFO organically through its intensive asset management initiatives and through acquisitions, as assets that were recently acquired or notarised for completion are integrated into the operating platform in the second half of the financial year.
Financial performance
The Company reported a profit before tax for the six-month period of €78.2 million (30 September 2020: €62.2 million) including €51.4 million of gains (30 September 2020: €33.5 million) from owned property revaluations (net of capex and adjustments in relation to lease incentives and broker fees). Total revenue, which comprises rent, fee income from Titanium, other income from investment properties and service charge income, increased by 11.5% to €88.4 million (30 September 2020: €79.3 million).
FFO for the six months grew to €33.0 million (3.14c per share) compared to €29.1 million (2.80c per share) for the same period in the prior year, an increase of 12.1% on a per share basis, which feeds through to the increase in dividend pay-out. Basic earnings of €67.7 million and 6.44c per share increased by 18.2% on a per share basis from 5.45c reflecting the increases in valuations, organic growth and the impact of acquisitions compared to the same period in the prior year. Similarly, adjusted EPS, which excludes valuation movements as well as exceptional items, increased 7.3% to 2.93c per share from 2.73c reflecting the positive year on year operational development. The following table sets out the key earnings per share metrics:
Table 1: Earnings per share
|
30 Sept 2021 |
|
30 Sept 2021 |
30 Sept 2020 |
|
30 Sept 2020 |
|
|
earnings |
30 Sept 2021 |
cents |
earnings |
30 Sept 2020 |
cents |
|
|
€000 |
no. of shares |
per share |
€000 |
no. of shares |
per share |
Change % |
Basic EPS |
67,738 |
1,052,600,936 |
6.44 |
56,549 |
1,037,394,967 |
5.45 |
18.2% |
Diluted EPS |
67,738 |
1,070,514,305 |
6.33 |
56,549 |
1,053,039,717 |
5.37 |
17.9% |
Adjusted EPS |
30,862 |
1,052,600,936 |
2.93 |
28,322 |
1,037,394,967 |
2.73 |
7.3% |
Basic EPRA EPS |
32,550 |
1,052,600,936 |
3.09 |
28,326 |
1,037,394,967 |
2.73 |
13.2% |
Diluted EPRA EPS |
32,550 |
1,070,514,305 |
3.04 |
28,326 |
1,053,039,717 |
2.69 |
13.0% |
The Directors have chosen to disclose EPRA earnings, which are widely used alternative metrics to their IFRS equivalents (further details on EPRA best practice recommendations can be found at www.epra.com). Refer to note 2(c) for further information.
As the investment market continued to open up, the Company was able to deploy or commit a total of €153.9 million on acquisitions. Due to the timing of completions the impact from acquisitions in the six-month period to 30 September 2021 was not material, however based on estimated completion dates of notarised assets the contribution for the second half of the financial year is expected to be more significant.
Net asset value per share ("NAV") grew by 4.9% to 92.62c (31 March 2021: 88.31c) in the period whilst adjusted net asset value per share ("adjusted NAV") increased by 5.3% to 98.80c (31 March 2021: 93.79c). EPRA net tangible assets ("EPRA NTA") per share increased by 5.1% to 97.02c (31 March 2021: 92.29c) with the main driver of these increases attributable to valuation uplift more than offsetting the dividend paid to shareholders in the period. The valuation metrics are described in more detail below and the movement in net asset value per share in the period can be seen in the following table:
Table 2: Net assets per share
|
cents per share |
NAV as at 31 March 2021 |
88.31 |
Profit after tax |
2.89 |
Gain on revaluation of investment properties |
4.86 |
Deferred tax charge |
(0.82) |
Scrip and cash dividend paid |
(2.08) |
Adjusting items |
(0.54) |
NAV per share as at 30 September 2021 |
92.62 |
Deferred tax and adjustments to financial derivatives* |
6.18 |
Adjusted NAV per share as at 30 September 2021 |
98.80 |
EPRA adjustments* |
(1.78) |
EPRA NTA per share as at 30 September 2021 |
97.02 |
*See note 11 of the Interim Report 2021.
Lettings and rent roll development
Like-for-like annualised rent roll increased by 2.5% to €98.9 million (31 March 2021: €96.5* million) driven by a 2.6% increase in like-for-like average rental rate to €6.33 per sqm from €6.17 per sqm highlighting strong occupier demand and realisation of some potential within the portfolio whilst total annualised rent roll increased by 3.3% to €99.7 million (31 March 2021: €96.5* million). Like-for-like occupancy remained broadly flat at 86%, whilst total occupancy reduced to 85% (March 2021: 87%) primarily as a result of the acquisition of 21,000 sqm of vacant space within the Essen and Ohringen assets that completed within the period. The movement in annualised rent roll is described in more detail below:
Table 3: Annualised rent roll
|
€m |
Annualised rent roll 31 March 2021* |
96.5 |
Acquisitions |
0.8 |
Move-outs |
(5.7) |
Move-ins |
6.8 |
Contracted uplifts |
1.3 |
Annualised rent roll as at 30 September 2021 |
99.7 |
*Excludes €0.7 million of annualised rent roll relating to the expected Daimler moveout in the Fellbach 2 asset that was acquired in March 2021.
Sirius generated a total of 8,036 enquiries** during the period compared to 8,284 for the same period in the prior year. Analysis of the enquiries showed an increase in demand for commercial and self-storage spaces as onshoring of production and the related impact on supply chains continues to gain momentum. The monthly development of like-for-like enquiries compared to the same period in the prior year is detailed in the table below:
**Includes enquiries relating to assets under operating and management contracts and Titanium
Table 4: Enquiries
|
No. of enquiries six months to Sept 2020 |
No. of enquiries six months to Sept 2021 |
Change % |
April |
1,202 |
1,235 |
2.7% |
May |
1,248 |
1,333 |
6.8% |
June |
1,368 |
1,341 |
-2.0% |
July |
1,367 |
1,305 |
-4.5% |
August |
1,477 |
1,435 |
-2.9% |
September |
1,622 |
1,387 |
-14.5% |
Total |
8,284 |
8,036 |
-3.0% |
Whilst the six months to September 2021 saw a similar number of leasing deals to the same period in the prior year the volume of sqms let in the period increased to 83,757 from 74,095 whilst the average deal size increased to 82 sqm from 67 sqm. Conversion rates remained stable at 13.1% compared to 13.4% for the same period in the prior year. Details of monthly letting numbers and square metre volumes compared to the same period in the previous year are set out in the table below:
Table 5: Lettings
|
New lettings six months to Sept 2020 |
New lettings six months to Sept 2021 |
sqm six months to Sept 2020 |
sqm six months to Sept 2021 |
Average sqm six months to Sept 2020 |
Average sqm six months to Sept 2021 |
April |
115 |
219 |
8,025 |
13,463 |
70 |
61 |
May |
130 |
170 |
11,282 |
15,953 |
87 |
94 |
June |
165 |
166 |
11,242 |
12,629 |
68 |
76 |
July |
215 |
139 |
13,170 |
15,185 |
61 |
109 |
August |
259 |
182 |
15,324 |
11,877 |
59 |
65 |
September |
226 |
175 |
15,052 |
14,650 |
67 |
84 |
Total |
1,110 |
1,051 |
74,095 |
83,757 |
69 |
82 |
Tenant retention in the period was encouraging with 71% of square metres up for renewal in the period being successfully extended (30 September 2020: 68%), especially given the changeable economic environment during the period. The consistency in renewals, enquiry levels and sales conversion levels demonstrate the capability of the Company's internal operating platform to create value in a variety of market conditions. Furthermore, with a number of new acquisition assets expected to complete in the second half of the financial year, the Company is well placed to take advantage of the opportunity those assets present to increase occupancy and operating income.
Cash collection
The Company benefits from an experienced in-house team of cash collection professionals who maintain close relationships with tenants. During the period under review Sirius worked with its tenants as they continued to adapt to new ways of working and related space requirements whilst actively managing their debt. The Group's cash collection performance in the six-month period to 30 September 2021 relating to rent and service charge prepayments (excluding VAT) is detailed in the following table:
Table 6: Cash collection to 30 September 2021
|
Invoiced €000 |
Outstanding €000 |
Collection % |
April |
12,551 |
179 |
98.6% |
May |
12,488 |
220 |
98.2% |
June |
12,747 |
232 |
98.2% |
July |
12,895 |
284 |
97.8% |
August |
12,932 |
373 |
97.1% |
September |
13,113 |
722 |
94.5% |
Total |
76,726 |
2,010 |
97.4% |
In the six-month period to 30 September 2021 the Company billed a total of €76.7 million (excluding VAT) to tenants of which €74.7 million or 97.4% was collected. The Company expects to collect the majority of the €2.0 million outstanding debt from the period through its regular collection activities over the coming months. Write offs with a value of less than €50,000 relating to the period under review were recorded. The rolling twelve month cash collection rate was 98.2% in line with the 98.2% reported for the twelve-month period to 31 March 2021. This consistency in cash collection demonstrates the benefits of a well-diversified portfolio and tenant base that represents a wide range of industries combined with the asset management expertise of the Company's internal operating platform. Further, the Group continued to collect cash from rent and service charge invoices that were outstanding as at 31 March 2021.
Portfolio valuation
Demand from investors for industrial and office business parks in Germany has increased as vaccination rates accelerate and markets return to growth. Domestic and foreign sources of capital are again active in the market and competing for assets that provide well-diversified, attractive cashflows and growth potential. Whilst yield movement has been a strong feature of valuation development in recent periods, the upgrading and repositioning of assets through the Company's capex investment programmes and the resulting organic rental growth continue to be a major driver of value for the Company.
The portfolio of owned investment properties, which excludes leased investment properties and the assets within Titanium, comprised 62 assets as at 30 September 2021 and was independently valued by Cushman & Wakefield LLP at €1,432.0 million (31 March 2021: €1,350.8 million), converting to a book value of €1,428.5 million (31 March 2021: €1,347.2 million) after allowing for the provision for lease incentives.
The movement in book value for the period relating to owned investment properties can be reconciled as follows:
Table 7: Reconciliation of market value to book value
|
30 September 2021 €m |
31 March 2021 €m |
Owned investment properties at market value |
1,432.0 |
1,350.8 |
Adjustment in respect of lease incentives |
(3.5) |
(3.6) |
Book value as at period end |
1,428.5 |
1,347.2 |
Taking into account investment property relating to leased assets the total investment property book value as at 30 September 2021 was €1,444.8 million (31 March 2021: €1,362.2 million). The movement in book value in the period is set out in the table below:
Table 8: Movement in book value in the period
|
Investment property - owned €000 |
Investment property - leased €000 |
Investment property - total €000 |
Investment properties at book value as at 31 March 2021 |
1,347,167 |
15,025 |
1,362,192 |
Additions |
20,221 |
4,378 |
24,599 |
Capex investment and capitalised broker fees |
9,574 |
- |
9,574 |
Disposals |
- |
- |
- |
Surplus on revaluation above capex investment and broker fees |
51,445 |
- |
51,445 |
Deficit on revaluation relating to leased investment properties |
- |
(3,083) |
(3,083) |
Adjustment in respect of lease incentives |
52 |
- |
52 |
Investment properties at book value as at 30 September 2021 |
1,428,459 |
16,320 |
1,444,779 |
The positive movement in owned investment property of €81.3 million was made up of €20.2 million of acquisitions, a net €51.0 million valuation uplift, after taking into account €9.6m of capital expenditure and a €0.1 million adjustment in respect of lease incentives. In accordance with IFRS 16, the Group recognises lease liabilities of €14.7 million relating to leases on assets meeting the definition of investment property. Accordingly, an expense of €3.1 million representing the fair value adjustment in the year was recorded in the statement of comprehensive income. During the period under review the Group entered into a ground lease agreement meeting the definition of investment property as a result of acquisition activity. Accordingly, an addition to leased investment property was recorded amounting to €4.4 million.
Whilst the valuation uplift for the period relating to owned investment properties was €61.0 million, the net valuation gain after taking into account €9.6 million of capital expenditure and adjustments for broker fees was €51.5 million. The gain on revaluation on investment properties recorded in the consolidated statement of comprehensive income, which also adjusts for lease incentives and deficit on revaluation relating to leased assets, was €48.4 million.
The book value of the like-for-like assets increased by €62.1 million or 4.6% from €1,347.2 million to €1,409.3 million. The assets that were acquired in the period were revalued at €0.3 million above the property purchase prices paid but €1.1 million less than the total acquisition costs paid for them.
Table 9: Book value valuation metrics
Owned properties |
Annualised rent roll €m |
Book value m |
NOI €m |
Capital value/sqm |
Gross yield |
Net yield |
Vacant space sqm |
Rate per sqm € |
Occupancy % |
Value-add assets |
62.4 |
851.1 |
54.6 |
794 |
7.3% |
6.4% |
204,936 |
6.23 |
80.3% |
Mature assets |
37.3 |
577.4 |
35.8 |
1,103 |
6.5% |
6.2% |
23,620 |
6.49 |
95.3% |
Other |
- |
- |
(1.3) |
- |
- |
- |
- |
- |
- |
Total |
99.7 |
1,428.5 |
89.1 |
895 |
7.0% |
6.2% |
228,556 |
6.33 |
85.2% |
The 30 September 2021 book value of owned properties of €1,428.5 million represents an average gross yield of 7.0% (31 March 2021: 7.2%) which translates to a net yield of 6.2% (31 March 2021: 6.5%). The valuation increase compared to 31 March 2021 was primarily driven by organic increases in annualised rent roll of €2.4 million reflecting the ability of the operating platform to consistently grow income. Gross yield compression was approximately 20 bps.
Importantly, just over 60% of the total portfolio relates to assets with value-add potential which can be unlocked by utilising the Company's platform to undertake intensive asset management and selective capex investment. With average occupancy of 80.3% and valuations at a gross yield of 7.3%, significant income and capital value growth within the value-add assets can be achieved in future periods. Whilst the average occupancy of the mature assets has now increased to 95.3%, they are valued at a yield that is around 80 bps lower than the value-add assets highlighting the scope for growth in the value-add assets.
The average capital value per sqm of the portfolio of €895 per sqm remains well below replacement cost and illustrates the potential for further growth from transformative investment within the Group's capex investment programmes.
Capex investment programmes
The Group's capex investment programmes have historically been focused on the transformation of underutilised vacant space that is typically acquired at low cost due to it being considered as structurally void by former owners, and is subjected to ongoing capex investment programmes. The take up of this space has resulted in significant improvements in service charge cost recovery and therefore increased operating income and consistently makes a strong contribution to the valuation increases the Company has been recording now for many years. The completed original capex programme included an investment of €25.7 million into 204,182 sqm which, at 30 September 2021, was generating €12.8 million in annualised rent roll representing a return on cost of 49.8%.
The new acquisition programme which began in 2017 now extends to 185,180 sqm of space that is subject to a budgeted investment of €40.3 million from which the Company expects to generate €13.2 million in annualised rent roll. As at 30 September 2021 a total of 154,905 sqm had been transformed with an investment of €30.8 million which, at 72% occupancy, was generating annualised rent roll of €10.0 million. In addition to the space that has been completed and let or is currently being marketed, a total of approximately 30,275 sqm of space is either in progress of being transformed or is awaiting approval to commence transformation. A further €4.9 million is expected to be invested into this space on top of the €0.8 million already spent, and, based on achieving budgeted occupancy, incremental annualised rent roll in the region of €1.9 million is expected to be generated. Further information on the new acquisition capex programme is detailed below:
Table 10: New acquisition capex investment programme
|
|
|
|
|
Annualised rent roll increase achieved to September 2021 €m |
|
|
|
|
|
|
|
|
|
|
|
|
Rate per sqm achieved to September 2021 € |
|
|
|
|
|
Annualised rent roll increase budgeted €m |
|
|
|
||
|
|
|
|
|
Occupancy achieved to September 2021 |
Rate per sqm budgeted € |
|||
|
|
Investment budgeted €m |
Actual spend €m |
|
|||||
|
|
Occupancy budgeted |
|||||||
New capex investment programme progress |
sqm |
||||||||
Completed |
154,905 |
34.6 |
30.8 |
11.2 |
10.0 |
82% |
72% |
7.31 |
7.49 |
In progress |
13,934 |
2.3 |
0.8 |
0.9 |
0.1 |
95% |
- |
5.65 |
|
To commence in next financial year |
16,341 |
3.4 |
- |
1.1 |
- |
80% |
- |
7.01 |
- |
Total |
185,180 |
40.3 |
31.6 |
13.2 |
10.1 |
83% |
- |
7.14 |
- |
Whilst the income returns expected to be achieved on the more recent projects are less than those of the original programme, the extent of transformative work involved suggests the impact on valuations may be more pronounced. The capex investment programmes have been one of the key income and valuation growth drivers over the last few years and, as a result, the Company continues to seek to acquire assets with sub-optimal vacancy in order to refuel them.
In addition to the capex investment programmes Sirius also looks for opportunities to upgrade recently vacated space that is returned each year as a result of move-outs. Within the existing vacancy at 30 September 2021, the Company has identified approximately 34,273 sqm of recently vacated space that has potential to be upgraded. This space can be upgraded with an investment of €7.2 million and generate €2.8 million in annualised rent roll when re-let. This selective investment into vacated space allows the Company to capture reversionary potential whilst significantly enhancing the desirability and value of lower quality space.
The Company's headline 85% occupancy rate means that in total 228,556 sqm of space is vacant as at 30 September 2021. When excluding the vacancy, which is subject to investment (4% of total space), and the structural vacancy, which is not economically viable to develop (3% of total space), the Company's occupancy rate based on space that is readily lettable is approximately 92%.
The analysis below details the underutilised space and vacancy at 30 September 2021 and highlights the opportunity from developing this space.
Table 11: Vacancy
|
% of total space |
sqm |
Capex investment m |
ERV (post investment) |
Subject to capex investment programmes |
2% |
28,821 |
(4.9) |
1.9 |
Recently vacated space |
2% |
34,273 |
(7.2) |
2.8 |
Total space subject to investment |
4% |
63,094 |
(12.1) |
4.7 |
Structural vacancy |
3% |
40,090 |
- |
- |
Lettable vacancy |
|
|
|
|
Smartspace vacancy |
2% |
26,116 |
- |
2.6 |
Other vacancy |
6% |
99,256 |
(0.9) |
6.3 |
Total lettable space |
8% |
125,372 |
(0.9) |
8.9 |
Total vacancy |
15% |
228,556 |
(13.0) |
13.6 |
The opportunity within the vacant space as at 30 September 2021 can be summarised as follows:
• 63,094 sqm of sub-optimal and recently vacated space, which requires €12.1 million of capex and will have an ERV of €4.7 million when completed; and
• 125,372 sqm of lettable space, which requires €0.9 million of capex and has an ERV of €8.9 million.
Whilst the capex investment programmes are a key part of Sirius' strategy, they represent one of several ways in which the Company can organically grow income and capital values. A wide range of asset management capabilities including the capturing of contractual rent increases, uplifts on renewals and the re-letting of space at higher rates are expected to continue to make a strong contribution to the Company's annualised rent roll growth.
Excellent progress with acquisitions
Building on the momentum achieved when the investment markets in Germany gathered momentum at the end of last year, the Company made good progress in terms of capital deployment in the period. A total of 153.4 million was committed to eight business park acquisitions, with two assets completing in the period and the remaining six notarised for completion post period end. In addition, the Company completed the purchase of a land parcel adjacent to an existing business park asset for 0.5 million.
The Company also completed the previously announced acquisition of a business park in Augsburg for 79.9 million through its Titanium venture with AXA IM Alts, which comprises seven assets with a combined value of 333.3 million for the period ended 30 September 2021 (31 March 2021: €244.2 million).
A summary of acquisitions is set out in the table below:
Table 12:Acquisitions
Completed Acquisitions
|
Total investment (incl. acquisition costs) €000 |
Total acquisition sqm |
Acquisition occupancy |
Acquisition vacant sqm |
Annualised acquisition rent roll €000 |
Acquisition non- recoverable service charge costs €000 |
Acquisition maintenance costs €000 |
Annualised acquisition NOI € |
EPRA net initial yield |
Essen I |
10,706 |
14,711 |
80% |
2,897 |
829 |
(125) |
(13) |
691 |
6.5% |
Öhringen |
9,023 |
18,010 |
0% |
18,010 |
- |
(609) |
(32) |
(641) |
-7.1% |
Sub-total |
19,729 |
32,721 |
36% |
20,907 |
829 |
(734) |
(45) |
50 |
0.3% |
Notarised Acquisitions
|
|
|
|
|
|
|
|
|
|
Oberhausen |
39,843 |
77,605 |
63% |
28,680 |
3,218 |
(795) |
(90) |
2,334 |
5.9% |
Heiligenhaus |
14,237 |
45,081 |
77% |
10,269 |
1,396 |
(233) |
(41) |
1,123 |
7.9% |
Frankfurt III |
21,245 |
10,187 |
54% |
4,696 |
849 |
(209) |
(43) |
598 |
2.8% |
Essen II |
12,151 |
11,709 |
81% |
2,248 |
954 |
(92) |
(11) |
851 |
7.0% |
Erfurt |
11,679 |
22,333 |
81% |
4.143 |
766 |
(123) |
(20) |
623 |
5.3% |
Neckartenzlingen |
34,485 |
54,514 |
80% |
10,705 |
2,196 |
(237) |
(22) |
1,937 |
5.6% |
Sub-total |
133,640 |
221,429 |
73% |
60,741 |
9,379 |
(1,689) |
(227) |
7,466 |
5.6% |
Core portfolio total |
153,369 |
254,150 |
68% |
81,648 |
10,208 |
(2,423) |
(272) |
7,515 |
4.9% |
Notarised Acquisitions (Titanium venture) |
|
|
|
|
|
|
|
|
|
Augsburg |
79,896 |
112,784 |
90% |
11,481 |
5,426 |
(569) |
(71) |
4,786 |
6.0% |
Titanium venture subtotal |
79,896 |
112,784 |
90% |
11,481 |
5,426 |
(569) |
(71) |
4,786 |
6.0% |
Grand total |
233,265 |
366,934 |
75% |
93,129 |
15,635 |
(2,992) |
(342) |
12,301 |
5.3% |
The acquisition assets are located in markets underpinned by strong demand dynamics that in some cases are complementary to the Company's existing business parks. With total annualised net operating income of 7.5 million, the acquisition assets provide attractive and well-diversified cashflows that, once fully integrated, will make a significant contribution to the Company's FFO growth. Additionally, with approximately 82,000 sqm of vacant space these acquisition assets provide opportunity for the Company to make selective investments that upgrade the space and drive income growth. Further information on the acquisitions assets is detailed below:
· The Essen I asset completed in May 2021, was acquired for total acquisition costs of €10.7 million and provides a mix of production, storage and office space located in the heart of Germany's industrial Rhein-Ruhr region. Whilst the acquisition represents the Company's first of two investments in Essen during the period, the Company knows the location well through its long standing management of an asset located in the city.
· The Öhringen asset was completed in August 2021 for total acquisition costs of €9.0 million. Located in the town of Öhringen in Baden-Württemberg, the asset provides approximately 18,000 sqm of lettable space including 15,800 sqm of warehouse space. The site includes a land parcel that may be considered for future light industrial development amounting to 11,600 sqm. The asset, having been acquired wholly vacant has already benefited from integration into the Sirius operating platform with occupancy increasing to approximately 50% as at 30 September 2021.
· The Oberhausen business park notarised for 39.8 million, and once completed will be one of the Company's physically larger assets and is located in a well-developed commercial area of the city of Oberhausen, in the northwest of Germany's Rhein-Ruhr region. The asset offers a wide mix of uses with approximately 77,600 sqm of lettable space, comprising around 47,400 sqm of offices, 19,200 sqm of warehouse space, 4,600 sqm of storage and 6,400 sqm of other space. The asset is 63% occupied and provides strong day one cash flows with the opportunity to grow income through the letting of vacant space and reduction of service charge costs supported by targeted investment and refurbishment.
· The multi-tenanted business park at Heiligenhaus, Nord Rhein-Westfalen, was notarised in the period under review for total acquisition costs amounting to €14.2 million. The asset provides approximately 45,000 sqm of lettable space consisting of around 23,200 sqm of office space, 11,400 sqm of warehouse space, 7,800 sqm of production space and 2,600 sqm of other space. The town of Heiligenhaus is located between the cities of Essen, Duisburg, Düsseldorf and Wuppertal and benefits from good autobahn and public transport links. The property currently generates annualised net operating income of 1.1 million per annum at 77% occupancy and, with an undemanding average rent of 2.44 per sqm (excluding parking and other income), provides the opportunity to capture reversionary income growth.
· The Company notarised the acquisition of its third asset in Frankfurt, a multi-tenanted office tower comprising total lettable area of approximately 10,000 sqm for total acquisition costs of €21.2 million. The property generates annualised net operating income of 598,000 per annum at 54% occupancy at an average rent of 11.02 per sqm (excluding parking and other income) and has a remaining WALE of 2.9 years. The property benefits from its location close to two this major city's main autobahns and aligns to the Company's strategy of providing a range of flexible out of town office products that it expects to appeal to the local market.
· Following on from the completion of the Company's first investment in Essen in May 2021 the Company was able to build scale in the local market through the notarisation of the Essen II property for total acquisition costs of €12.2 million in August 2021. The Essen II asset comprises 11,709 sqm of office and production space and, at 81% occupancy, generates annualised net operating income of €851,000.
· The notarisation of the multi-tenanted business park in Erfurt represents the Company's first investment into this key logistics location. With total acquisition costs of €11.7 million the asset consists of 14,000 sqm of industrial space, 7,400 sqm of office space and 760 sqm of other space. The site generates €623,000 of annualised net operating income at 81% occupancy providing opportunity to grow income through the letting of vacant space and potential investment into an 18,000 sqm development land parcel that formed part of the acquisition.
· The Company notarised the acquisition of the high quality Neckartenzlingen property, located to the south of Stuttgart, for total acquisition costs of €34.5 million shortly before the period end. The asset comprises 54,515 sqm of predominantly production and warehouse space with net operating income of €1.9 million and WALE of 8.1 years providing stable, long term cashflows with the opportunity to grow income coming from the let up of vacant space which amounts to more than 10,000 sqm at the date of notarisation.
· The Company completed the acquisition of Augsburg within the Titanium venture with AXA IM Alts (of which Sirius owns 35%) which it had notarised in the prior year for total acquisition costs of €79.9 million. The business park is located in one of the most well-known industrial areas in Bavaria and benefits from strong public transportation connections to the city centre. The asset provides stable day one cash flows through its 90% occupancy rate whilst providing opportunity for Sirius to add value through redevelopment and active asset management. The site generates annualised rent roll of €5.4 million and has total lettable space of 112,784 sqm of which 11,300 sqm is vacant, and produces an average rate per sqm of €4.46.
In addition, the Company has also completed the acquisition of an approximately 16,000 sqm land parcel adjacent to its asset in Neuruppin for 0.5 million (total acquisition cost), to assist in its plans to expand and develop the existing property.
Inaugural bond issuance
As previously communicated to shareholders the Company had been assessing opportunities to optimise its funding structure to support its future growth ambitions. The Company's inaugural bond issuance was significantly oversubscribed and successfully completed in June 2021 following the award of a BBB stable investment grade credit rating from Fitch in May 2021. Bonds totalling 400.0 million, listed on the Luxembourg stock exchange, were issued attracting a coupon of 1.125% with a maturity date of June 2026.
The bond issuance coupled with the repayment of 170.7 million of existing secured debt provides the Group with a number of benefits including:
· strong financial capacity to fund acquisitions and other investment opportunities;
· reduction in the Group's weighted average cost of debt to 1.2% (31 March 2021: 1.5%) and increase in weighted average term of debt to 3.7 years (31 March 2021: 2.7 years); and
· increase in the number of unencumbered assets to 48, with a book value of approximately 944.1 million.
Following the bond issuance and related secured debt repayments, the Group holds total debt amounting to 698.2 million of which 450.0 million or 65% is unsecured (31 March 2021: 11%). The transformation of the Group's financing arrangements is expected to provide positive support to Sirius' operations notably will and make asset recycling much easier and less expensive. Net LTV, which excludes restricted cash balances, was 36.8% (31 March 2021: 31.4%) whilst interest cover at EBITDA level was 9.8x as at 30 September 2021 (31 March 2021: 9.9x). All covenants were complied with in full during the period. A summary of the movement in the Group's debt is set out below:
Table 13:Movement in debt*
|
€000 |
Total debt as at 31 March 2021 |
472,032 |
Bond issuance |
400,000 |
Repayment of secured facilities |
(170,709) |
Scheduled amortisation |
(3,081) |
Total debt as at 30 September 2021 |
698,242 |
*Excludes loan issue costs
Well-diversified income and tenant base
Against the backdrop of the pandemic the combination of having a well-diversified tenant base and wide range of products underpinned by an established operating platform has been proven. Sirius' portfolio includes production, storage and out of town office space that cater to multiple usages and a range of size and types of tenants. The Company's tenant base is well-diversified providing stability through its large long-term anchor tenants and opportunity through the flexible SME and private customers.
The Group's large anchor tenants are typically multinational corporations occupying production, storage and related office space. The balance comprises primarily SME tenants and private customers who occupy space on both conventional and flexible basis including space marketed under the Company's popular Smartspace brand which provides tenants with a fixed cost and maximum flexibility. The Company's largest single tenant contributes 2.5% of total annualised rent roll whilst 7.9% of its annualised rent roll comes from government tenants.
The wide range of tenants that the Sirius marketing and sales team is able to attract is a key competitive advantage for the Company and results in a significantly de-risked business model when compared to other owners of multi tenanted light industrial and business park assets.
The table below illustrates the diverse nature of tenant mix within the Sirius portfolio at the end of the reporting period:
Table 14: Tenant breakdown
|
No. of tenants as at 30 September 2021 |
Occupied sqm |
% of occupied sqm |
Annualised rent income* €m |
% of total annualised rent income* % |
Rate per sqm € |
Top 50 anchor tenants1 |
50 |
571,860 |
44% |
39.3 |
39% |
5.72 |
Smartspace SME tenants2 |
2,921 |
68,198 |
5% |
7.1 |
7% |
8.69 |
Other SME tenants3 |
2,829 |
673,011 |
51% |
53.3 |
54% |
6.60 |
Total |
5,800 |
1,313,069 |
100% |
99.7 |
100% |
6.33 |
1 Mainly large national/international private and public tenants.
2 Mainly small and medium-sized private and public tenants.
3 Mainly small and medium-sized private and retail tenants.
* See glossary section of the Interim Report 2021.
Smartspace
A key differentiator for Sirius continues to be the ability to provide a variety of flexible products that meet local market demand. The Company's Smartspace products are specifically designed to provide tenants with a range of options in terms of type and size of space, price, lease length and the provision of services, As the pandemic has necessitated businesses to adapt to new and still evolving ways of working the Company's Smartspace products have proven popular with occupancy increasing to 72% from 69% and rate increasing by 4.1% to €8.69 psm within the six-month period to 30 September 2021. The range of products and ability of the Sirius operating platform to increase occupancy and rate within this segment positions the Company well as working patterns continue to shift. Smartpace now contributes total annualised rent roll of €7.1 million, an increase of 9.3% from the beginning of the period. A summary of Smartspace products and their contribution to the Group is set out below:
Table 15: Smartspace
|
|
|
|
Annualised |
|
|
|
|
|
|
rent roll |
% of total |
Rate per sqm |
|
|
|
|
(excl. service |
Smartspace |
(excl. service |
|
Total |
Occupied |
Occupancy |
charge) |
annualised |
charge) |
Smartspace product type |
sqm |
sqm |
% |
€ |
rent roll |
€ |
First Choice Office |
5,117 |
2,979 |
58% |
760,000 |
11% |
21.26 |
SMSP Office |
31,171 |
23,631 |
76% |
2,617,000 |
36% |
9.23 |
SMSP Workbox |
6,997 |
5,926 |
85% |
409,000 |
6% |
5.75 |
SMSP Storage |
44,952 |
33,267 |
74% |
2,884,000 |
41% |
7.22 |
SMSP Containers |
- |
- |
- |
230,000 |
3% |
- |
SMSP subtotal |
88,237 |
65,803 |
75% |
6,900,000 |
97% |
8.74 |
SMSP Flexilager |
6,077 |
2,395 |
39% |
214,000 |
3% |
7.45 |
SMSP total |
94,314 |
68,198 |
72% |
7,114,000 |
100% |
8.69 |
In addition, having identified at an early stage an increase in demand for storage products, the Group has grown its storage container investment and is generating annualised rent roll of €230,000 as at 30 September 2021 (€168,000 as at 31 March 2021) on its otherwise non income producing land.
Environmental, Social, Governance ("ESG")
During the period under review the Company continued to develop its ESG programme and to integrate it into its strategy and business processes. Operating sustainably, recognising the importance of environmental responsibility, and creating long-term social and financial value are essential elements of the Company's purpose. The business is built on the recycling of working spaces and refurbishing and revitalising older buildings. Sirius is committed to developing a carbon reduction strategy that will be based on solid analysis and delivered within a timeframe that is financially and sustainably viable. People also remain at the heart of the business, both our own employees and those of our tenants, and the Company has continued to enhance its engagement with these key stakeholders during the first half of the financial year. The Company looks forward to providing further information and more detailed reporting as part of its Annual Report and Accounts 2022.
Outlook
Sirius is pleased with the trading momentum achieved in the first six months of the financial year which came predominantly as a result of organic growth and resulted in a 12.1% increase in dividend to 2.04c per share compared to the same period in the prior year. The inaugural €400.0 million bond issuance that completed in June 2021 has resulted in an improvement in the Company's financial position and balance sheet strength whilst also providing significant firepower for acquisitive growth. The Company has made good progress in deploying or committing funds raised through the bond issuance and looks forward to continuing to integrate acquisition assets into its platform in the second half of the financial year. The Company remains committed to delivering attractive risk adjusted returns to shareholders and continues to assess a wide range of future growth opportunities, including planned acquisitions and continues to trade in line with expectations for the full year
Statement of Directors' responsibilities
Each of the Directors, whose names and functions appear below, confirm to the best of their knowledge that the unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting", as issued by the IASB, and the interim management report herein includes a fair review of the information required by the Disclosure Guidance and Transparency Rules ("DTR"), namely:
• DTR 4.2.7 (R): an indication of important events that have occurred during the first six months of the financial year, and their impact on the condensed set of consolidated interim financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
• DTR 4.2.8 (R): any related party transactions that have taken place in the six-month period ended 30 September 2021 that have materially affected, and any changes in the related party transactions described in the 2021 Annual Report that could materially affect, the financial position or performance of Sirius Real Estate Limited during the period.
The Directors of Sirius Real Estate Limited as at the date of this announcement are set out below:
• Daniel Kitchen, Chairman*
• James Peggie, Senior Independent Director*
• Andrew Coombs, Chief Executive Officer
• Alistair Marks, Chief Financial Officer
• Caroline Britton*^
• Mark Cherry*
• Kelly Cleveland*^
• Joanne Kenrick *°
* Non-Executive Directors.
^ Appointed 1 June 2020.
° Appointed 1 September 2021.
A list of the current Directors is maintained on the Sirius Real Estate Limited website: www.sirius-real-estate.com.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in Guernsey governing the preparation and dissemination of financial information differs from legislation in other jurisdictions.
By order of the Board
Andrew Coombs
Chief Executive Officer
Alistair Marks
Chief Financial Officer
5 November 2021
Independent review report
to Sirius Real Estate Limited
Conclusion
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 September 2021 which comprises the unaudited consolidated statement of comprehensive income, the unaudited consolidated statement of financial position, the unaudited consolidated statement of changes in equity, the unaudited consolidated statement of cash flow and the related notes 1 to 27. 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.
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 September 2021 is not prepared, in all material respects, in accordance with International Accounting Standard 34, the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority, the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides, as issued by the South African Accounting Practices Committee and the Financial Pronouncements as issued by the Financial Reporting Standards Council of South Africa.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the UK Auditing Practices Board. 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 (UK) 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.
As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards. 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".
Responsibilities of the Directors
The directors are responsible for preparing the half-yearly financial report in accordance with:
- the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority;
- the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides, as issued by the Accounting Practices Committee;
- the Financial Pronouncements as issued by the Financial Reporting Standards Council of South Africa.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report. Our conclusion is based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.
Use of our report
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" issued by the UK 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.
Ernst & Young LLP
London
5 November 2021
Consolidated statement of comprehensive income
for the six months ended 30 September 2021
| Notes | Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Revenue | 4 | 88,352 | 79,288 |
Direct costs | 5 | (38,843) | (35,377) |
Net operating income |
| 49,509 | 43,911 |
Gain on revaluation of investment properties | 12 | 48,414 | 31,909 |
Loss on disposal of properties |
| (400) | (10) |
Gain on loss of control of subsidiaries |
| 94 | - |
Administrative expenses | 5 | (12,311) | (11,864) |
Share of profit of associates | 16 | 2,463 | 2,096 |
Operating profit |
| 87,769 | 66,042 |
Finance income | 8 | 1,596 | 1,317 |
Finance expense | 8 | (11,347) | (5,036) |
Change in fair value of derivative financial instruments | 8 | 160 | (132) |
Net finance costs |
| (9,591) | (3,851) |
Profit before tax |
| 78,178 | 62,191 |
Taxation | 9 | (10,386) | (5,593) |
Profit and total comprehensive income for the period after tax |
| 67,792 | 56,598 |
Profit and total comprehensive income attributable to: |
|
|
|
Owners of the Company |
| 67,738 | 56,549 |
Non-controlling interest |
| 54 | 49 |
Total comprehensive income for the period after tax |
| 67,792 | 56,598 |
Earnings per share |
|
|
|
Basic earnings per share | 10 | 6.44c | 5.45c |
Diluted earnings per share | 10 | 6.33c | 5.37c |
All operations of the Group have been classified as continuing.
Consolidated statement of financial position
as at 30 September 2021
|
| Unaudited |
|
|
| 30 September | 31 March |
|
| 2021 | 2021 |
| Notes | €000 | €000 |
Non-current assets |
|
|
|
Investment properties | 12 | 1,444,779 | 1,362,192 |
Plant and equipment |
| 2,623 | 2,682 |
Intangible assets | 13 | 7,175 | 6,568 |
Right of use assets | 14 | 1,659 | 1,919 |
Other non-current assets | 15 | 47,585 | 44,960 |
Investment in associates | 16 | 19,665 | 17,202 |
Total non-current assets |
| 1,523,486 | 1,435,523 |
Current assets |
|
|
|
Trade and other receivables | 17 | 95,599 | 18,731 |
Derivative financial instruments |
| - | 70 |
Cash and cash equivalents | 18 | 187,606 | 65,674 |
Total current assets |
| 283,205 | 84,475 |
Total assets |
| 1,806,691 | 1,519,998 |
Current liabilities |
|
|
|
Trade and other payables | 19 | (49,175) | (50,527) |
Interest-bearing loans and borrowings | 20 | (4,786) | (9,114) |
Lease liabilities | 14 | (3,915) | (5,857) |
Current tax liabilities |
| (3,487) | (2,063) |
Derivative financial instruments |
| (234) | (414) |
Total current liabilities |
| (61,597) | (67,975) |
Non-current liabilities |
|
|
|
Interest-bearing loans and borrowings | 20 | (684,345) | (458,940) |
Lease liabilities | 14 | (12,519) | (9,130) |
Derivative financial instruments |
| (273) | (797) |
Deferred tax liabilities | 9 | (65,037) | (56,331) |
Total non-current liabilities |
| (762,174) | (525,198) |
Total liabilities |
| (823,771) | (593,173) |
Net assets |
| 982,920 | 926,825 |
Equity |
|
|
|
Issued share capital | 22 | - | - |
Other distributable reserve | 23 | 437,053 | 449,051 |
Own shares held | 22 | (2,597) | (2,903) |
Retained earnings |
| 548,123 | 480,385 |
Total equity attributable to the owners of the Company |
| 982,579 | 926,533 |
Non-controlling interest |
| 341 | 292 |
Total equity |
| 982,920 | 926,825 |
The financial statements on pages 13 to 39 were approved by the Board of Directors on 5 November 2021 and were signed on its behalf by:
Daniel Kitchen
Chairman
Company number: 46442
Consolidated statement of changes in equity
for the six months ended 30 September 2021
| Notes | Issued share capital €000 | Other distributable reserve €000 | Own shares held €000 | Retained earnings €000 | Total equity attributable to the owners of the Company €000 | Non- controlling interest €000 | Total equity €000 |
As at 31 March 2020 |
| - | 470,151 | (1,515) | 332,934 | 801,570 | 246 | 801,816 |
Share-based payment transactions | 7 | - | 1,448 | - | - | 1,448 | - | 1,448 |
Own shares purchased |
| - | - | (1,613) | - | (1,613) | - | (1,613) |
Own shares allocated |
| - | - | 225 | - | 225 | - | 225 |
Dividends paid |
| 6,043 | (18,638) | - | - | (12,595) | (63) | (12,658) |
Transfer of share capital |
| (6,043) | 6,043 | - | - | - | - | - |
Total comprehensive income for the period |
| - | - | - | 56,549 | 56,549 | 49 | 56,598 |
As at 30 September 2020 (unaudited) |
| - | 459,004 | (2,903) | 389,483 | 845,584 | 232 | 845,816 |
Share-based payment transactions |
| - | 1,700 | - | - | 1,700 | - | 1,700 |
Own shares purchased |
| - | - | - | - | - | - | - |
Own shares allocated |
| - | - | - | - | - | - | - |
Dividends paid |
| 7,126 | (18,779) | - | - | (11,653) | - | (11,653) |
Transfer of share capital |
| (7,126) | 7,126 | - | - | - | - | - |
Total comprehensive income for the period |
| - | - | - | 90,902 | 90,902 | 60 | 90,962 |
As at 31 March 2021 |
| - | 449,051 | (2,903) | 480,385 | 926,533 | 292 | 926,825 |
Share-based payment transactions | 7 | - | 1,403 | - | - | 1,403 | - | 1,403 |
Value of shares withheld to settle employee tax obligations | 7 |
- |
(2,020) |
- |
- |
(2,020) |
- |
(2,020) |
Own shares purchased | 22 | - | - | - | - | - | - | - |
Own shares allocated | 22 | - | - | 306 | - | 306 | - | 306 |
Dividends paid | 24 | 9,195 | (20,576) | - | - | (11,381) | (5) | (11,386) |
Transfer of share capital | 24 | (9,195) | 9,195 | - | - | - | - | - |
Total comprehensive income for the period |
| - | - | - | 67,738 | 67,738 | 54 | 67,792 |
As at 30 September 2021 (unaudited) |
| - | 437,053 | (2,597) | 548,123 | 982,579 | 341 | 982,920 |
Consolidated statement of cash flow
for the six months ended 30 September 2021
| Notes | Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Operating activities |
|
|
|
Profit for the period after tax |
| 67,792 | 56,598 |
Taxation | 9 | 10,386 | 5,593 |
Loss on disposal of properties |
| 400 | 10 |
Share-based payments | 7 | 1,403 | 1,448 |
Gain on revaluation of investment properties | 12 | (48,414) | (31,909) |
Change in fair value of derivative financial instruments | 8 | (160) | 132 |
Depreciation of property, plant and equipment | 5 | 349 | 317 |
Amortisation of intangible assets | 5 | 564 | 462 |
Depreciation of right of use assets | 5 | 260 | 260 |
Share of profit of associates | 16 | (2,463) | (2,096) |
Finance income | 8 | (1,596) | (1,317) |
Finance expense | 8 | 11,347 | 5,036 |
Changes in working capital |
|
|
|
Increase in trade and other receivables |
| (2,598) | (721) |
Decrease in trade and other payables |
| (2,053) | (1,502) |
Taxation paid |
| (256) | (228) |
Cash flows from operating activities |
| 34,961 | 32,083 |
Investing activities |
|
|
|
Purchase of investment properties |
| (20,221) | - |
Prepayments relating to new property acquisitions |
| (75,771) | (871) |
Capital expenditure on investment properties |
| (10,494) | (17,005) |
Purchase of plant and equipment and intangible assets |
| (1,461) | (1,211) |
Increase in loan receivable due from associates |
| (1,124) | - |
Interest received |
| 1,596 | 940 |
Cash flows used in investing activities |
| (107,475) | (18,147) |
Financing activities |
|
|
|
Shares purchased |
| - | (1,613) |
Payment relating to exercise of share options |
| (2,020) | - |
Dividends paid to owners of the Company |
| (11,381) | (12,595) |
Dividends paid to non-controlling interest |
| (5) | (63) |
Proceeds from loans |
| 400,000 | 20,000 |
Repayment of loans |
| (173,791) | (5,585) |
Payment of principal portion of lease liabilities |
| (2,931) | (2,827) |
Exit fees/prepayment of financing penalties |
| (3,697) | - |
Capitalised loan issue cost |
| (7,559) | (133) |
Finance expenses paid |
| (4,170) | (3,954) |
Cash flows from/(used in) financing activities |
| 194,446 | (6,770) |
Increase in cash and cash equivalents |
| 121,932 | 7,166 |
Cash and cash equivalents at the beginning of the period |
| 65,674 | 121,263 |
Cash and cash equivalents as at the period end | 18 | 187,606 | 128,429 |
Notes forming part of the financial statements
for the six months ended 30 September 2021
1. General information
Sirius Real Estate Limited (the "Company") is a company incorporated in Guernsey and resident in the United Kingdom for tax purposes, whose shares are publicly traded on the Main Market of the London Stock Exchange ("LSE") (primary listing) and the Main Board of the Johannesburg Stock Exchange ("JSE") (primary listing).
The consolidated financial information of the Company comprises that of the Company and its subsidiaries (together referred to as the "Group") for the six month period to 30 September 2021.
The principal activity of the Group is the investment in, and development of, commercial and industrial property to provide conventional and flexible workspace in Germany.
2. Significant accounting policies
(a) Basis of preparation
The unaudited interim condensed set of consolidated financial statements has been prepared on a historical cost basis, except for investment properties and derivative financial instruments, which have been measured at fair value. The unaudited interim condensed set of consolidated financial statements is presented in euros and all values are rounded to the nearest thousand (€000), except where otherwise indicated.
The Company has chosen to prepare its interim condensed set of consolidated financial statements in accordance with International Financial Reporting Standards as issued by the IASB ("IFRS") as a result of the primary listing on the JSE. See also note 2(d) for statement of compliance.
The financial information in these unaudited interim condensed set of consolidated financial statements does not comprise statutory accounts. This unaudited interim condensed set of consolidated financial statements has been reviewed, not audited, by the Group's auditor, Ernst & Young LLP, which issued an unmodified review opinion. The financial information presented for the year ended 31 March 2021 is derived from the statutory accounts for that year. Statutory accounts for the year ended 31 March 2021 were approved by the Board on 4 June 2021. The report of the auditors on those accounts was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under Sections 263 (2) or (3) of the Companies (Guernsey) Law, 2008.
As at 30 September 2021 the Group's consolidated interim condensed financial statements reflect consistent accounting policies and methods of computation as used in the previous financial year, except for the changes in the application of accounting policies as described in note 2(b).
(b) Changes in accounting policies
The new standards and interpretations to be applied as at 1 April 2021 do not have an impact on the interim financial statements of the Group.
(c) Non-IFRS measures
The Directors have chosen to disclose EPRA earnings, which are widely used alternative metrics to their IFRS equivalents (further details on EPRA best practice recommendations can be found at www.epra.com). Note 10 to the interim financial statements includes a reconciliation of basic and diluted earnings to EPRA earnings.
The Directors are required, as part of the JSE Listing Requirements, to disclose headline earnings; accordingly, headline earnings are calculated using basic earnings adjusted for revaluation gain net of related tax, gain/loss on sale of properties net of related tax, gain/loss on loss of control of subsidiaries net of related tax, NCI relating to revaluation and revaluation gain/loss on investment property relating to associates net of related tax. Note 10 to the interim financial statements includes a reconciliation between IFRS and headline earnings.
The Directors have chosen to disclose adjusted earnings in order to provide an alternative indication of the Group's underlying business performance; accordingly, it excludes the effect of adjusting items net of related tax. Note 10 to the interim financial statements includes a reconciliation of adjusting items included within adjusted earnings, with certain adjusting items stated within administrative expenses in note 5 and certain finance costs in note 8.
The Directors have chosen to disclose adjusted profit before tax and funds from operations in order to provide an alternative indication of the Group's underlying business performance and to facilitate the calculation of its dividend pool; a reconciliation between profit before tax and funds from operations is included within note 24 to the interim financial statements. Within adjusted profit before tax are adjusting items as described above gross of related tax.
Further details on non-IFRS measures can be found in the business analysis section of this document.
(d) Statement of compliance
The unaudited condensed interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the listing requirements of JSE Limited, IAS 34 "Interim Financial Reporting" and Companies (Guernsey) Law 2008. They do not include all of the information required for the full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 March 2021. The unaudited condensed interim financial statements have been prepared on the basis of the accounting policies set out in the Group's annual financial statements for the year ended 31 March 2021 except for the changes in accounting policies as shown in note 2(b). The financial statements for the year ended 31 March 2021 have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the IASB.
(e) Going concern
The Group has prepared its going concern assessment for the period to the end of January 2023 (the 'going concern period'), a period chosen in order to consider the repayment of €15m of the Schuldschein facility in December 2022 and January 2023. The Group's going concern assessment is based on the same financial model that supported the Group's going concern and viability statement detailed within its Annual Report and Accounts 2021, updated on the basis of the assumptions set out below. It considers the Group's Principal Risks and Uncertainties set out in note 2 (f) and is dependent on a number of factors including financial performance, continued access to lending facilities (see note 20) and the ability to continue to operate the Group's secured and unsecured debt structure within its financial covenants.
In considering going concern, the Directors reviewed a detailed base case scenario and a severe but plausible downside scenario provided by Management. The severe but plausible downside scenario takes into account a potential downturn in the Group's performance, including the potential impact of Covid-19 on the Group's financial position and future prospects. The cashflow projections incorporate assumptions on future trading performance, and potential valuation movements in order to estimate the level of headroom on facilities and covenants for loan to value, debt service cover and occupancy ratios set out within the respective loan agreements.
The impact of Covid-19 on the business within the six-month period to 30 September 2021 indicated no deterioration in the Group's income streams or asset values, both of which increased in the period. The assumptions on which the base case and severe but plausible downside scenario relating to the going concern period are based included:
Base case and severe but plausible downside scenario
• continuation of forecast capex investment;
• continuation of forecast dividend payments;
• payment of loan interest and loan repayment amounts, including €15m of the Schuldschein facility in December 2022 and January 2023;
• no acquisitions over and above those contractually committed to; and
• sale of assets notarised for sale.
Severe but plausible downside scenario
• reduction in occupancy of 5% per annum;
• reduction in service charge recovery of 5% per annum; and
• reduction in property valuations of 5% per annum.
In the severe but plausible downside scenario, the Group is expected to comply with its loan covenants with no breaches forecast, continue to operate within the terms of its facilities and have sufficient cash reserves, with a lowest cash position forecast in the going concern period of approximately €110 million in January 2023. As disclosed in note 27, subsequent to year-end a €75 million revolving credit facility was entered into, comprising a €25 million tranche with a two-year term which may be extended for two additional one-year terms, and €50 million tranche with a six-month term. This facility is available in addition to the forecast cash position of €110 million under the severe but plausible scenario.
The Directors also considered the impact of the planned acquisition of all shares of Helix Investments Limited held by BizSpace Group Limited (hereinafter referred to as "Bizspace") on the cash flow forecasts prepared for the base case scenario and severe but plausible downside scenario and its impact on the going concern assumption. The acquisition is conditional upon a successful equity raise of approximately €150 million.
Bizspace had external debt facilities of approximately €173 million which mature in July 2022. Consent from the existing lenders relating to the change of control of Bizspace is a condition precedent of the transaction. The Directors have also considered the likelihood of being able to access refinancing options for the Bizspace external debt facility and the €50 million tranche of the revolving credit facility with a six-month term ahead of their maturity dates, including accessing the corporate bond market and refinancing with Bizspace's existing lender, who have provided the Directors with a non-binding term-sheet to refinance the loan facility prior to its expiration.
The assessment of the probability of completing the refinancing of Bizspace's €173 million external debt facility, should the planned acquisition complete, and the refinancing of the €50 million tranche of the revolving credit facility in May 2022 is a significant judgement made by the Directors in assessing going concern. This judgement has been made by the Directors by assessing the refinancing options available to the Group, its history of refinancing debt facilities including accessing the corporate bond market, discussions with its advisors and its evaluation of the availability of debt financing from lenders and investors and ability to complete the refinancing in the approximately six months available subsequent to the approval of these financial statements.
Having considered these factors the Directors have concluded that should the Bizspace acquisition proceed, following a successful equity raise, the Group has sufficient available cash and facilities to complete the transaction and there is a remote likelihood of not being able to arrange the required refinancing of the loan facilities in the timeframe required within the going concern period. As such, the Directors have not identified any material uncertainties which would cast significant doubt on the Group's ability to continue as a going concern for the duration of the going concern period. In each of the scenarios considered for going concern, including the impact of the planned acquisition of Bizspace, the Company is not dependent on any mitigating actions which would be available to the Group and include restricting dividends, reducing capital expenditure or the disposal of unencumbered assets that have a book value of €944.1 million as at 30 September 2021.
After due consideration, the Board believes it is appropriate to adopt the going concern basis in preparing the financial statements.
(f) Principal risks and uncertainties
The key risks that could affect the Group's medium-term performance and the factors which mitigate these risks have not materially changed from those set out on pages 38 to 47 of the Group's Annual Report and Accounts 2021 (except for the principal risks and uncertainties related to the planned acquisition referred to in note 2(e)) and have been assessed in line with the requirements of the 2018 UK Corporate Governance Code. The risks are reproduced below. The Board is satisfied that the Company continues to operate within its risk profile for the remaining six months of the financial year.
Principal risks summary
Risk category | Principal risk(s) |
1. Financing | - Availability and pricing of debt |
| - Compliance with facility covenants |
| - Availability and pricing of equity capital |
| - Increased reputational risk |
2. Valuation | - Property inherently difficult to value |
| - Susceptibility of property market to change in value |
3. Market | - Reliance on Germany and the German economy |
| - Reliance on specific industries and the SME market |
4. Acquisitive growth | - Decrease in number of acquisition opportunities coming to market |
| - Failure to acquire suitable properties with desired returns |
5. Organic growth | - Failure to deliver capex investment programmes |
| - Failure to refuel capex investment programmes |
| - Failure to achieve targeted returns from investments |
6. Customer | - Decline in demand for space |
| - Significant tenant move-outs or insolvencies |
| - Exposure to tenants' inability to meet rental and other lease commitments |
7. Regulatory and tax | - Non-compliance with tax or regulatory obligations |
8. People | - Inability to recruit and retain people with the appropriate skillset to deliver the Group strategy |
9. Systems and data | - System failures and loss of data |
| - Security breaches |
| - Data protection |
10. Covid-19 | - Reduction in occupancy due to insolvencies |
| - Delays in cash collection |
| - Impact on business continuity and wellbeing of colleagues |
11. ESG | - Climate change - physical and transition risks |
| - Ethics and governance |
| - Diversity and inclusion |
3. Operating segments
The Directors are of the opinion that the Group is engaged in a single segment of business, being property investment, and in one geographical area, Germany. All revenue is derived from operations in Germany. The majority of the Group's investment properties are multi-tenanted and mixed use and accordingly cannot be evaluated according to separate segments. There is no one tenant that represents more than 10% of Group revenues. The chief operating decision maker is considered to be the Senior Management Team, which is provided with consolidated IFRS information on a monthly basis.
4. Revenue
| Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Rental and other income from investment properties | 50,082 | 46,676 |
Service charge income from investment properties | 26,639 | 25,932 |
Rental and other income from managed properties | 5,321 | 4,192 |
Service charge income from managed properties | 6,310 | 2,488 |
Total revenue | 88,352 | 79,288 |
Other income relates primarily to income associated with conferencing and catering of €1,265,000 (30 September 2020: €972,000) and fee income from managed properties of €1,782,000 (30 September 2020: €1,044,000).
5. Operating profit
The following items have been charged in arriving at operating profit:
Direct costs
| Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Service charge costs relating to investment properties | 29,803 | 30,335 |
Costs relating to managed properties | 7,296 | 3,377 |
Non-recoverable maintenance | 1,744 | 1,665 |
Direct costs | 38,843 | 35,377 |
Administrative expenses
| Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Audit and non-audit fees to audit firm | 379 | 390 |
Legal and professional fees | 1,683 | 1,293 |
Expected credit loss provision | (1,081) | (255) |
Other administration costs | 521 | 1,168 |
LTIP and SIP | 1,403 | 1,448 |
Employee costs | 6,934 | 5,397 |
Director fees and expenses | 271 | 253 |
Depreciation of plant and equipment | 349 | 317 |
Amortisation of intangible assets | 564 | 462 |
Depreciation of right of use assets (see note 14) | 260 | 260 |
Marketing | 1,036 | 966 |
Exceptional items | (8) | 165 |
Administrative expenses | 12,311 | 11,864 |
The expected credit loss provision has decreased during the period mainly due to the successful cash collection of outstanding trade receivables that were previously provided for. Exceptional items relate to a legal claim accrual adjustment (30 September 2020: costs directly attributable to Covid-19 which were mainly cost for signage and hygiene products). Employee costs as stated above relate to costs which are not recovered through service charge.
6. Employee costs and numbers
| Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Wages and salaries | 9,940 | 8,816 |
Social security costs | 1,556 | 1,358 |
Pension | 148 | 125 |
Other employment costs | 39 | 26 |
Total | 11,683 | 10,325 |
Included in the costs related to wages and salaries for the period are expenses of €1,403,000 (30 September 2020: €1,448,000) relating to the granting or award of shares under LTIPs and SIPs (see note 7). The costs for all periods include those relating to Executive Directors.
All employees are employed directly by one of the following Group subsidiary companies: Sirius Facilities GmbH, Sirius Facilities (UK) Limited, Curris Facilities & Utilities Management GmbH, SFG NOVA GmbH, Sirius Finance (Cyprus) Limited and Sirius Corporate Services B.V. The average number of people employed by the Group during the period was 270 (30 September 2020: 251) expressed in full-time equivalents. In addition, as at 30 September 2021, the Board of Directors consists of six Non-executive Directors (30 September 2020: five) and two Executive Directors (30 September 2020: two).
7. Employee schemes
Equity-settled share-based payments
2018 LTIP
The LTIP for the benefit of the Executive Directors and the Senior Management Team was approved in 2018 with three separate grant dates. Awards granted under the LTIP are made in the form of nil-cost options which vest after the three year performance period with vested awards being subject to a further holding period of two years. Awards are split between ordinary and outperformance awards. Ordinary awards carry both adjusted net asset value per share ("TNR") (two-thirds of award) and relative total shareholder return ("TSR") (one-third of award) performance conditions and outperformance awards carry a sole TNR performance condition. The employees' tax obligation will be determined upon the vesting date of the share issue.
June 2020 grant
3,600,000 ordinary share awards were granted under the scheme on 15 June 2020 with a total charge for the award of €2,265,552. Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Company in respect of the awards. For the 15 June 2020 LTIP grant an expense of €405,000 is recognised in the half year consolidated statement of comprehensive income to 30 September 2021.
The following assumptions were used in calculating the fair value per share for the TNR and TSR elements of the award that were granted on 15 June 2020:
| TNR | TSR |
Valuation methodology | Black-Scholes | Monte-Carlo |
Calculation for | 2/3 ordinary award | 1/3 ordinary award |
Share price at grant date - € | 0.84 | 0.84 |
Exercise price - € | nil | nil |
Expected volatility - % | 38.5 | 38.5 |
Performance projection period - years | 2.79 | 2.67 |
Expected dividend yield - % | 4.28 | 4.28 |
Risk-free rate based on European treasury bonds rate of return - % | (0.677) p.a. | (0.677) p.a. |
Expected outcome of performance conditions - % | 100 | 67.2 |
Fair value per share - € | 0.745 | 0.564 |
The weighted average fair value of share options granted on 15 June 2020 is €0.68.
Assumptions considered in this model include: expected volatility of the Company's share price, as determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant and commensurate with the expected life of the awards; dividend yield based on the actual dividend yield as a percentage of the share price at the date of grant; performance projection period; risk-free rate; and correlation between comparators.
June 2019 grant
3,760,000 ordinary share awards and 690,000 outperformance share awards were granted under the scheme on 16 June 2019 with a total charge for the awards of €2,145,511 over three years. Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Company in respect of the awards. For the 16 June 2019 LTIP grant an expense of €383,000 was recognised in the half year consolidated statement of comprehensive income to 30 September 2021.
The fair value per share for the TNR and TSR elements of the award was determined using Black-Scholes and Monte-Carlo models respectively with the following assumptions used in the calculation:
| TNR | TSR |
Valuation methodology | Black-Scholes | Monte-Carlo |
Calculation for | 2/3 ordinary award/ outperformance award | 1/3 ordinary award |
Share price at grant date - € | 0.73 | 0.73 |
Exercise price - € | nil | nil |
Expected volatility - % | 23.8 | 23.8 |
Performance projection period - years | 2.80 | 2.67 |
Expected dividend yield - % | 4.56 | 4.56 |
Risk-free rate based on European treasury bonds rate of return - % | (0.695) p.a. | (0.695) p.a. |
Expected outcome of performance conditions - % | 100/24.5 | 46.6 |
Fair value per share - € | 0.643 | 0.340 |
The weighted average fair value of share options granted on 16 June 2019 is €0.54.
Assumptions considered in this model include: expected volatility of the Company's share price, as determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant and commensurate with the expected life of the awards; dividend yield based on the actual dividend yield as a percentage of the share price at the date of grant; performance projection period; risk-free rate; and correlation between comparators.
January 2019 grant
In addition, as disclosed in the 2019 Annual Report, 4,000,000 ordinary share awards and 700,000 outperformance share awards were previously granted under the scheme on 15 January 2019.
The January 2019 grant vested on 21 May 2021. Vesting was at maximum level for all participants resulting in the exercise of 3,266,210 shares with a weighted average share price of €1.20 at the date of exercise. 1,433,790 shares have been surrendered in relation to the partial settlement of certain participants' tax liabilities arising in respect of the vesting.
2021 LTIP
The LTIP for the benefit of the Executive Directors and the Senior Management Team was approved in 2021. Awards granted under the LTIP are made in the form of nil-cost options which vest after the three year performance period with vested awards being subject to a further restricted period of two years when shares acquired on exercise cannot be sold. Awards are subject to adjusted net asset value per share ("TNR") (two-thirds of award) and relative total shareholder return ("TSR") (one-third of award) performance conditions. The employees' tax obligation will be determined upon the vesting date of the share issue.
August 2021 grant
4,154,119 ordinary share awards were granted under the scheme on 2 August 2021 with a total charge for the award of €4,705,196. Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Company in respect of the awards. For the 2 August 2021 LTIP grant an expense of €261,000 is recognised in the half year consolidated statement of comprehensive income to 30 September 2021.
The following assumptions were used in calculating the fair value per share for the TNR and TSR elements of the award that were granted on 2 August 2021:
| TNR | TSR |
Valuation methodology | Black-Scholes | Monte-Carlo |
Calculation for | 2/3 ordinary award | 1/3 ordinary award |
Share price at grant date - € | 1.39 | 1.39 |
Exercise price - € | nil | nil |
Expected volatility - % | 40.5 | 40.5 |
Expected life - years | 2.91 | 2.91 |
Performance projection period - years | 2.66 | 2.66 |
Expected dividend yield - % | 2.79 | 2.79 |
Risk-free rate based on European treasury bonds rate of return - % | (0.817) p.a. | (0.817) p.a. |
Fair value per share - € | 1.28* | 0.84** |
* In accordance with IFRS 2, TNR is classed as a non-market performance condition. As such, the fair value has been calculated using a Black-Scholes model and does not take the expected outcome of the performance condition into account. The Company currently estimates the expected vesting outcome for the TNR award to be 100%.
* In accordance with IFRS 2, relative TSR is classed as a market-based performance condition. As such, projected performance and the likelihood of achieving the condition have been taken into account when calculating the fair value using a Monte-Carlo model. The model also uses assumptions for the expected volatility of comparator companies, the pairwise correlation between comparator companies and TSR performance between the start of the performance period and the date of grant.
The weighted average fair value of share options granted on 2 August 2021 is €1.13.
Expected volatility of the Company's share price was determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant, commensurate with the term to the end of the performance period.
2019 SIP
A SIP for the benefit of senior employees of the Company was approved in August 2019. The fair value was based on the Company's estimate of the shares that will eventually vest. Under the SIP, the awards were granted in the form of whole shares at no cost to the participants. Shares will vest after a three year performance period followed by a holding period of twelve months. The performance conditions used to determine the vesting of the award were based on the adjusted net asset value including dividends paid. As a result, under the scheme in August 2019 2,784,750 shares were granted (with an additional 70,000 allocated in the 2021 financial year), subject to performance criteria, and an expense including related costs of €284,000 was recognised in the half year consolidated statement of comprehensive income to 30 September 2021.
During the period 180,000 shares were forfeited due to employees in the scheme leaving the employment of the Company.
2020 SIP
Another SIP for the benefit of senior employees of the Company was approved in July 2020. The July 2020 grant vested on 21 May 2021. Vesting was at maximum level for all participants resulting in the exercise of 95,537 shares with a weighted average share price of €1.26 at the date of exercise. 24,463 shares have been surrendered in relation to the partial settlement of certain participants' tax liabilities arising in respect of the vesting.
2021 SIP
Another SIP for the benefit of senior employees of the Company was approved in 2021. Awards granted under the SIP are made in the form of a conditional right to receive a specified number of shares for nil cost which vest after the three year performance period with vested awards being subject to a further restricted period of one year when shares cannot be sold. Awards are subject to adjusted net asset value per share ("TNR") (two-thirds of award) and relative total shareholder return ("TSR") (one-third of award) performance conditions. The employees' tax obligation will be determined upon the vesting date of the share issue.
September 2021 grant
3,174,500 ordinary share awards were granted under the scheme on 7 September 2021 with a total charge for the award of €3,857,195. Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Company in respect of the awards. For the 7 September 2021 SIP grant an expense of €70,000 is recognised in the half year consolidated statement of comprehensive income to 30 September 2021.
The following assumptions were used in calculating the fair value per share for the TNR and TSR elements of the award that were granted on 7 September 2021:
| TNR | TSR |
Valuation methodology | Black-Scholes | Monte-Carlo |
Calculation for | 2/3 ordinary award | 1/3 ordinary award |
Share price at grant date - € | 1.49 | 1.49 |
Exercise price - € | n/a | n/a |
Expected volatility - % | 40.7 | 40.7 |
Expected life - years | 3.48 | 3.48 |
Performance projection period - years | 2.56 | 2.56 |
Expected dividend yield - % | 2.60 | 2.60 |
Risk-free rate based on European treasury bonds rate of return - % | (0.737) p.a. | (0.737) p.a. |
Fair value per share - € | 1.36* | 0.92** |
* In accordance with IFRS 2, TNR is classed as a non-market performance condition. As such, the fair value has been calculated using a Black-Scholes model and does not take the expected outcome of the performance condition into account. The Company currently estimates the expected vesting outcome for the TNR award to be 100%.
* In accordance with IFRS 2, relative TSR is classed as a market-based performance condition. As such, projected performance and the likelihood of achieving the condition have been taken into account when calculating the fair value using a Monte-Carlo model. The model also uses assumptions for the expected volatility of comparator companies and the pairwise correlation between comparator companies and TSR performance between the start of the performance period and the date of grant.
The weighted average fair value of share options granted on 7 September 2021 is €1.21.
Expected volatility of the Company's share price was determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant, commensurate with the term to the end of the performance period.
Movements in the number of awards outstanding are as follows:
| Unaudited six months ended |
| Year ended | ||
| Number of share awards | Weighted average exercise price 000 |
| Number of share awards | Weighted average exercise price 000 |
Balance outstanding as at the beginning of the period (nil exercisable) | 15,584,750 | - |
| 11,934,750 | - |
Maximum granted during the period | 7,328,619 | - |
| 3,790,000 | - |
Forfeited during the period | (180,000) | - |
| (140,000) | - |
Exercised during the period | (3,361,747) | - |
| - | - |
Shares surrendered to cover employee tax obligations | (1,458,253) | - |
| - | - |
Balance outstanding as at period end (nil exercisable) | 17,913,369 | - |
| 15,584,750 | - |
Employee benefit schemes
A reconciliation of share-based payments and employee benefit schemes and their impact on the consolidated statement of comprehensive income is as follows:
| Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Charge relating to 2018 LTIP - January 2019 grant | - | 447 |
Charge relating to 2018 LTIP - June 2019 grant | 383 | 383 |
Charge relating to 2018 LTIP - June 2020 grant | 405 | 240 |
Charge relating to 2021 LTIP - August 2021 grant | 261 | - |
Charge relating to 2019 SIP - August 2019 grant | 284 | 352 |
Charge relating to 2020 SIP - July 2020 grant | - | 26 |
Charge relating to 2021 SIP - September 2021 grant | 70 | - |
Total consolidated statement of comprehensive income charge relating to LTIP and SIP | 1,403 | 1,448 |
8. Finance income, finance expense and change in fair value of derivative financial instruments
| Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Bank interest income | 42 | 15 |
Finance income from associates | 1,554 | 1,302 |
Finance income | 1,596 | 1,317 |
Bank loan interest expense | (4,136) | (3,779) |
Interest expense related to lease liabilities (see note 14) | (143) | (188) |
Bank charges and bank interest expense on deposits | (473) | (235) |
Amortisation of capitalised finance costs | (1,016) | (834) |
Refinancing costs, exit fees and prepayment penalties | (5,579) | - |
Finance expense | (11,347) | (5,036) |
Change in fair value of derivative financial instruments | 160 | (132) |
Net finance expense | (9,591) | (3,851) |
Included within refinancing costs in the six month period ended 30 September 2021 were exit fees and early prepayment penalties of €5,579,000 that directly related to the early repayment of loans.
The change in fair value of derivative financial instruments of €160,000 (30 September 2020: (€132,000)) reflects the change in the market valuation of these financial instruments.
9. Taxation
Consolidated statement of comprehensive income
| Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Current income tax |
|
|
Current income tax charge | (1,773) | (636) |
Current income tax charge relating to disposals of investment properties | - | (151) |
Adjustment in respect of prior periods | 93 | (132) |
Total current income tax | (1,680) | (919) |
Deferred tax |
|
|
Relating to origination and reversal of temporary differences | (8,706) | (4,674) |
Total deferred tax | (8,706) | (4,674) |
Income tax charge reported in the statement of comprehensive income | (10,386) | (5,593) |
Deferred income tax liability
| Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Balance as at beginning of the period | (56,331) | (42,151) |
Release due to disposals | - | 483 |
Taxes on the revaluation of investment properties and derivative financial instruments | (8,706) | (14,663) |
Balance as at period end | (65,037) | (56,331) |
The Group is mainly subject to taxation in Germany with the income from the Germany-located rental business with a tax rate of 15.825% (31 March 2021: 15.825%). It has tax losses of €338,289,000 (31 March 2021: €325,257,000) that are for an indefinite period of time available for offset against future profits of its subsidiaries in which the losses arose under the restrictions of the minimum taxation rule. Deferred tax assets have not been recognised in respect of the revaluation losses on investment properties, the valuation of the Company LTIP and SIP, interest rate swaps and IFRS 16 "Leases" as they may not be used to offset taxable profits elsewhere in the Group as realisation is not assured. However, the available losses have been considered in the calculation of the deferred tax liability in relation to the revaluation of investment properties.
10. Earnings per share
The calculation of the basic, diluted, EPRA, headline and adjusted earnings per share is based on the following data:
| Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Earnings attributable to the owners of the Company |
|
|
Basic earnings | 67,738 | 56,549 |
Diluted earnings | 67,738 | 56,549 |
EPRA earnings | 32,550 | 28,326 |
Diluted EPRA earnings | 32,550 | 28,326 |
Headline earnings | 27,035 | 28,246 |
Diluted headline earnings | 27,035 | 28,246 |
Adjusted |
|
|
Basic earnings | 67,738 | 56,549 |
Deduct gain on revaluation of investment properties | (48,414) | (31,909) |
Add loss on sale of properties | 400 | 10 |
Deduct gain on loss of control of subsidiaries | (94) | - |
Tax in relation to the gain on revaluation of investment properties and loss on sale of properties above | 8,610 | 4,877 |
Non-controlling interest ("NCI") relating to revaluation, net of related tax | 42 | 46 |
Deduct revaluation gain on investment property relating to associates | (1,665) | (1,673) |
Tax in relation to the revaluation gain on investment property relating to associates above | 418 | 346 |
Headline earnings after tax | 27,035 | 28,246 |
Add change in fair value of derivative financial instrument, net of related tax and NCI | (64) | 80 |
Deduct revaluation expense relating to leased investment properties | (3,083) | (1,617) |
Add adjusting items, net of related tax and NCI* | 6,974 | 1,613 |
Adjusted earnings after tax | 30,862 | 28,322 |
Number of shares |
|
|
Weighted average number of ordinary shares for the purpose of basic, headline, adjusted and basic EPRA earnings per share | 1,052,600,936 | 1,037,394,967 |
Weighted average number of ordinary shares for the purpose of diluted earnings, diluted headline earnings, diluted adjusted earnings and diluted EPRA earnings per share | 1,070,514,305 | 1,053,039,717 |
Basic earnings per share | 6.44c | 5.45c |
Diluted earnings per share | 6.33c | 5.37c |
Basic EPRA earnings per share | 3.09c | 2.73c |
Diluted EPRA earnings per share | 3.04c | 2.69c |
Headline earnings per share | 2.57c | 2.72c |
Diluted headline earnings per share | 2.53c | 2.68c |
Adjusted earnings per share | 2.93c | 2.73c |
Adjusted diluted earnings per share | 2.88c | 2.69c |
* See reconciliation between adjusting items as stated within earnings per share and those stated within administrative expenses in note 5.
| Notes | Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Exceptional items | 5 | (8) | 165 |
Refinancing costs, exit fees and prepayment penalties | 8 | 5,579 | - |
LTIP and SIP | 5 | 1,403 | 1,448 |
Adjusting items as per note 10 |
| 6,974 | 1,613 |
The following table shows the reconciliation of basic to headline earnings, separately disclosing the impact before tax (gross column) and after tax (net column):
| Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 | ||
| Gross | Net | Gross | Net |
Basic earnings |
| 67,738 |
| 56,549 |
Deduct gain on revaluation of investment properties | (48,414) | (39,804) | (31,909) | (27,183) |
Add loss on sale of properties | 400 | 400 | 10 | 161 |
Deduct gain on loss of control of subsidiaries | (94) | (94) | - | - |
NCI relating to revaluation | 50 | 42 | 46 | 46 |
Deduct revaluation gain on investment property relating to associates | (1,665) | (1,247) | (1,673) | (1,327) |
Headline earnings |
| 27,035 |
| 28,246 |
EPRA earnings
| Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Basic and diluted earnings attributable to owners of the Company | 67,738 | 56,549 |
Gain on revaluation of investment properties | (48,414) | (31,909) |
Add loss on disposal of properties (including tax) | 400 | 161 |
Deduct gain on loss of control of subsidiaries | (94) | - |
Refinancing costs, exit fees and prepayment penalties | 5,579 | - |
Change in fair value of derivative financial instruments | (160) | 132 |
Deferred tax in respect of EPRA earnings adjustments | 8,706 | 4,674 |
NCI in respect of the above | 42 | 46 |
Deduct revaluation gain on investment property relating to associates | (1,665) | (1,673) |
Tax in relation to the revaluation gain on investment property relating to associates | 418 | 346 |
EPRA earnings | 32,550 | 28,326 |
For more information on EPRA earnings refer to Annex 1.
For the calculation of basic, headline, adjusted, EPRA and diluted earnings per share the number of shares has been reduced by 3,295,750 own shares held (30 September 2020: 3,684,608), which are held by an Employee Benefit Trust on behalf of the Group.
The weighted average number of shares for the purpose of diluted, diluted EPRA, diluted headline and adjusted diluted earnings per share is calculated as follows:
| Unaudited six months ended 30 September 2021 | Unaudited six months ended 30 September 2020 |
Weighted average number of ordinary shares for the purpose of basic, basic EPRA, headline and adjusted earnings per share | 1,052,600,936 | 1,037,394,967 |
Effect of grant of SIP shares | 5,709,250 | 2,894,750 |
Effect of grant of LTIP shares | 12,204,119 | 12,750,000 |
Weighted average number of ordinary shares for the purpose of diluted, diluted EPRA, diluted headline and adjusted diluted earnings per share | 1,070,514,305 | 1,053,039,717 |
The Company has chosen to report EPRA earnings per share ("EPRA EPS"). EPRA EPS is a definition of earnings as set out by the European Public Real Estate Association. EPRA earnings represents earnings after adjusting for the revaluation of investment properties, changes in fair value of derivative financial instruments, gains and losses on disposals of properties (net of related tax), the gain on loss of control of subsidiaries (net of related tax), refinancing costs, exit fees and prepayment penalties (collectively the "EPRA earnings adjustments"), deferred tax in respect of the EPRA earnings adjustments, NCI relating to gain on revaluation and gain on sale of properties net of related tax, revaluation gain on investment property relating to associates and the related tax thereon.
11. Net asset value per share
| Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Net asset value |
|
|
Net asset value for the purpose of assets per share (assets attributable to the owners of the Company) | 982,579 | 926,533 |
Deferred tax arising on revaluation gain, derivative financial instruments and LTIP valuation | 65,037 | 56,331 |
Derivative financial instruments at fair value | 507 | 1,141 |
Adjusted net asset value attributable to the owners of the Company | 1,048,123 | 984,005 |
Number of shares |
|
|
Number of ordinary shares for the purpose of net asset value per share and adjusted net asset value per share | 1,060,888,489 | 1,049,132,259 |
Number of ordinary shares for the purpose of EPRA NTA per share | 1,078,801,858 | 1,064,717,009 |
Net asset value per share | 92.62c | 88.31c |
Adjusted net asset value per share | 98.80c | 93.79c |
EPRA NTA per share | 97.02c | 92.29c |
Net asset value at the end of the period (basic) | 982,579 | 926,533 |
Derivative financial instruments at fair value | 507 | 1,141 |
Deferred tax in respect of EPRA earnings adjustments | 65,037 | 56,331 |
Goodwill as per note 13 | (3,738) | (3,738) |
Intangibles as per note 13 | (3,437) | (2,830) |
Deferred tax in respect of EPRA adjustments in relation to investment in associates | 5,676 | 5,212 |
EPRA NTA | 1,046,624 | 982,649 |
| EPRA NRV | EPRA NTA | EPRA NDV |
| 30 September 2021 €000 | 30 September 2021 €000 | 30 September 2021 €000 |
Net asset value as at period end (basic) | 982,579 | 982,579 | 982,579 |
Diluted EPRA net asset value at fair value | 982,579 | 982,579 | 982,579 |
Group |
|
|
|
Derivative financial instruments at fair value | 507 | 507 | n/a |
Deferred tax in respect of EPRA earnings adjustments | 65,037 | 65,037* | n/a |
Goodwill as per note 13 | n/a | (3,738) | (3,738) |
Intangibles as per note 13 | n/a | (3,437) | n/a |
Fair value of fixed interest rate debt | n/a | n/a | (12,253) |
Real estate transfer tax | 112,700 | n/a | n/a |
Investment in associate |
|
|
|
Deferred tax in respect of EPRA earnings adjustments | 5,676 | 5,676* | n/a |
Fair value of fixed interest rate debt | n/a | n/a | (3,757) |
Real estate transfer tax | 8,684 | n/a | n/a |
Total EPRA NRV, NTA and NDV | 1,175,183 | 1,046,624 | 962,831 |
EPRA NRV, NTA and NDV per share | 108.93c | 97.02c | 89.25c |
| EPRA NRV | EPRA NTA | EPRA NDV |
| 31 March 2021 €000 | 31 March 2021 €000 | 31 March 2021 €000 |
Net asset value as at period end (basic) | 926,533 | 926,533 | 926,533 |
Diluted EPRA net asset value at fair value | 926,533 | 926,533 | 926,533 |
Group |
|
|
|
Derivative financial instruments at fair value | 1,141 | 1,141 | n/a |
Deferred tax in respect of EPRA earnings adjustments | 56,331 | 56,331* | n/a |
Goodwill as per note 13 | n/a | (3,738) | (3,738) |
Intangibles as per note 13 | n/a | (2,830) | n/a |
Fair value of fixed interest rate debt | n/a | n/a | (3,485) |
Real estate transfer tax | 106,274 | n/a | n/a |
Investment in associate |
|
|
|
Deferred tax in respect of EPRA earnings adjustments | 5,212 | 5,212* | n/a |
Fair value of fixed interest rate debt | n/a | n/a | (1,772) |
Real estate transfer tax | 6,772 | n/a | n/a |
Total EPRA NRV, NTA and NDV | 1,102,263 | 982,649 | 917,538 |
EPRA NRV, NTA and NDV per share | 103.53c | 92.29c | 86.18c |
* The Company intends to hold and does not intend in the long term to sell any of the investment properties and has excluded such deferred taxes for the whole portfolio as at period end.
For more information on adjusted net asset value and EPRA NRV, NTA and NDV, refer to Annex 1.
The number of ordinary shares for the purpose of EPRA NRV, NTA and NDV per share is calculated as follows:
| Unaudited 30 September 2021 |
31 March 2021 |
Number of ordinary shares for the purpose of net asset value per share and adjusted net asset value per share | 1,060,888,489 | 1,049,132,259 |
Effect of grant of SIP shares | 5,709,250 | 2,834,750 |
Effect of grant of LTIP shares | 12,204,119 | 12,750,000 |
Number of ordinary shares for the purpose of EPRA NRV, NTA and NDV per share | 1,078,801,858 | 1,064,717,009 |
The number of shares has been reduced by 3,295,750 own shares held (31 March 2021: 3,684,608 shares), which are held by an Employee Benefit Trust on behalf of the Group.
12. Investment properties
The movement in the book value of investment properties is as follows:
| Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Total investment properties at book value as at the beginning of the period | 1,362,192 | 1,193,915 |
Additions - owned investment properties | 20,221 | 35,484 |
Additions - leased investment properties | 4,378 | 1,518 |
Capital expenditure and broker fees | 9,574 | 31,720 |
Disposals | - | (30) |
Gain on revaluation above capex and broker fees | 51,445 | 104,156 |
Adjustment in respect of lease incentives | 52 | (246) |
Deficit on revaluation relating to leased investment properties | (3,083) | (4,325) |
Total investment properties at book value as at period end | 1,444,779 | 1,362,192 |
The reconciliation of the valuation carried out by the external valuer to the carrying values shown in the statement of financial position is as follows:
| Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Owned investment properties at market value per valuer's report | 1,432,010 | 1,350,770 |
Adjustment in respect of lease incentives | (3,551) | (3,603) |
Leased investment property market value | 16,320 | 15,025 |
Total investment properties at book value as at period end | 1,444,779 | 1,362,192 |
The fair value (market value) of the Group's owned investment properties at 30 September 2021 has been arrived at on the basis of a valuation carried out at that date by Cushman & Wakefield LLP (31 March 2021: Cushman & Wakefield LLP), an independent valuer accredited in terms of the RICS. The fee arrangement with Cushman & Wakefield LLP for the valuation of the Group's properties is fixed, subject to an adjustment for acquisitions and disposals.
The value of each of the properties has been assessed in accordance with the RICS valuation standards on the basis of market value. The methodology and assumptions used to determine the fair value of the properties are consistent with the previous year.
The weighted average lease expiry remaining across the whole portfolio at 30 September 2021 was 2.7 years (31 March 2021: 2.9 years).
The fair value (market value) of the Group's leased investment properties as at 30 September 2021 has been arrived at on the basis of a valuation carried out by management using discounted cash flows similar to the approach of Cushman & Wakefield LLP.
The reconciliation of gain on revaluation above capex as per the statement of comprehensive income is as follows:
| Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2021 €000 |
Gain on revaluation above capex and broker fees | 51,445 | 34,379 |
Adjustment in respect of lease incentives | 52 | (853) |
Deficit on revaluation relating to leased investment properties | (3,083) | (1,617) |
Gain on revaluation of investment properties reported in the statement of comprehensive income | 48,414 | 31,909 |
Included in the gain on revaluation of investment properties reported in the statement of comprehensive income (excluding the revaluation effects in respect of leased investment properties) are gross gains of €55.9 million and gross losses of €7.5 million (30 September 2020: gross gains of €42.2 million and gross losses of €10.3 million).
Other than the capital commitments disclosed in note 26 the Group is under no contractual obligation to purchase, construct or develop any investment property. The Group is responsible for routine maintenance to the investment properties.
All investment properties are categorised as Level 3 fair values as they use significant unobservable inputs. There have not been any transfers between levels during the period. Investment properties have been classed according to their asset type. Information on these significant unobservable inputs per class of investment property is disclosed below (excluding leased investment properties).
The valuation for owned investment properties is performed on a lease-by-lease basis due to the mixed-use nature of the sites using the discounted cash flow technique. This gives rise to large ranges in the inputs.
30 September 2021
|
| Current rental rate |
| Market rental rate |
| Occupancy (%) |
| Gross initial yield (%) |
| Discount factor (%) |
| Void period (months) | ||||||
| Market value (€000) | Low | High |
| Low | High |
| Low | High |
| Low | High |
| Low | High |
| Low | High |
Traditional business parks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature | 341,010 | 2.67 | 8.29 |
| 2.65 | 8.46 |
| 87.9 | 100.0 |
| 4.0 | 8.6 |
| 3.6 | 5.8 |
| 6 | 12 |
Value add | 476,540 | 2.14 | 6.46 |
| 3.41 | 6.91 |
| 49.4 | 96.4 |
| 4.0 | 9.1 |
| 4.1 | 7.5 |
| 9 | 18 |
Total traditional business parks | 817,550 | 2.14 | 8.29 |
| 2.65 | 8.46 |
| 49.4 | 100.0 |
| 4.0 | 9.1 |
| 3.6 | 7.5 |
| 6 | 18 |
Modern business parks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature | 220,190 | 5.05 | 10.14 |
| 3.66 | 9.92 |
| 93.9 | 100.0 |
| 4.7 | 10.1 |
| 3.6 | 5.3 |
| 6 | 15 |
Value add | 154,200 | 3.76 | 7.54 |
| 4.36 | 8.24 |
| 77.2 | 90.6 |
| 5.4 | 8.3 |
| 4.6 | 5.6 |
| 9 | 18 |
Total modern business parks | 374,390 | 3.76 | 10.14 |
| 3.66 | 9.92 |
| 77.2 | 100.0 |
| 4.7 | 10.1 |
| 3.6 | 5.6 |
| 6 | 18 |
Office |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature | 17,480 | 7.72 | 9.70 |
| 9.19 | 9.30 |
| 86.6 | 89.9 |
| 4.6 | 6.6 |
| 4.5 | 4.8 |
| 9 | 9 |
Value add | 222,590 | 0.86 | 11.27 |
| 5.98 | 10.30 |
| 17.9 | 92.0 |
| 1.1 | 9.9 |
| 4.8 | 6.8 |
| 9 | 15 |
Total office | 240,070 | 0.86 | 11.27 |
| 5.98 | 10.30 |
| 17.9 | 92.0 |
| 1.1 | 9.9 |
| 4.5 | 6.8 |
| 9 | 15 |
Total | 1,432,010 | 0.86 | 11.27 |
| 2.65 | 10.30 |
| 17.9 | 100.0 |
| 1.1 | 10.1 |
| 3.6 | 7.5 |
| 6 | 18 |
31 March 2021
|
| Current rental rate |
| Market rental rate |
| Occupancy (%) |
| Gross initial yield (%) |
| Discount factor (%) |
| Void period (months) | ||||||
| Market value (€000) | Low | High |
| Low | High |
| Low | High |
| Low | High |
| Low | High |
| Low | High |
Traditional business parks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature | 326,650 | 2.67 | 8.16 |
| 2.65 | 8.46 |
| 91.3 | 100.0 |
| 4.7 | 8.8 |
| 3.8 | 5.9 |
| 6 | 12 |
Value add | 439,100 | 1.99 | 6.44 |
| 3.33 | 6.91 |
| 49.5 | 97.3 |
| 4.7 | 9.3 |
| 4.3 | 7.4 |
| 9 | 18 |
Total traditional business parks | 765,750 | 1.99 | 8.16 |
| 2.65 | 8.46 |
| 49.5 | 100.0 |
| 4.7 | 9.3 |
| 3.8 | 7.4 |
| 6 | 18 |
Modern business parks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature | 209,600 | 4.78 | 10.01 |
| 3.63 | 9.79 |
| 91.6 | 100.0 |
| 5.4 | 10.0 |
| 3.8 | 5.4 |
| 6 | 15 |
Value add | 144,400 | 3.61 | 7.09 |
| 4.35 | 8.24 |
| 77.2 | 88.2 |
| 5.9 | 8.6 |
| 5.0 | 5.9 |
| 9 | 24 |
Total modern business parks | 354,000 | 3.61 | 10.01 |
| 3.63 | 9.79 |
| 77.2 | 100.0 |
| 5.4 | 10.0 |
| 3.8 | 5.9 |
| 6 | 24 |
Office |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature | 17,080 | 7.81 | 9.70 |
| 9.19 | 9.21 |
| 91.6 | 94.0 |
| 4.7 | 6.9 |
| 4.6 | 4.8 |
| 9 | 9 |
Value add | 213,940 | 3.93 | 11.35 |
| 6.02 | 10.30 |
| 57.9 | 99.5 |
| 2.6 | 10.4 |
| 4.9 | 6.9 |
| 9 | 15 |
Total office | 231,020 | 3.93 | 11.35 |
| 6.02 | 10.30 |
| 57.9 | 99.5 |
| 2.6 | 10.4 |
| 4.6 | 6.9 |
| 9 | 15 |
Total | 1,350,770 | 1.99 | 11.35 |
| 2.65 | 10.30 |
| 49.5 | 100.0 |
| 2.6 | 10.4 |
| 3.8 | 7.4 |
| 6 | 24 |
As a result of the level of judgement and estimates used in arriving at the market valuations, the amounts which may ultimately be realised in respect of any given property may differ from valuations shown in the statement of financial position. Key inputs are considered to be interrelated whereby changes in one key input can result in changes in other key inputs. The impact of changes in relation to the key inputs is also shown in the table below:
30 September 2021
|
| Change of 5% in |
| Change of 0.25% in |
| Change of 0.5% in | |||
| Market value (€000) | Increase | Decrease |
| Increase | Decrease |
| Increase | Decrease |
Total traditional business parks | 817,550 | 40,990 | (41,270) |
| (16,910) | 17,250 |
| (66,605) | 80,237 |
Total modern business parks | 374,390 | 18,270 | (18,250) |
| (7,800) | 8,050 |
| (27,258) | 32,114 |
Total office | 240,070 | 12,480 | (12,220) |
| (4,910) | 5,060 |
| (21,561) | 30,568 |
Market value | 1,432,010 | 71,740 | (71,740) |
| (29,620) | 30,360 |
| (115,424) | 142,919 |
31 March 2021
|
| Change of 5% in |
| Change of 0.25% in |
| Change of 0.5% in | |||
| Market value (€000) | Increase | Decrease |
| Increase | Decrease |
| Increase | Decrease |
Total traditional business parks | 765,750 | 38,310 | (38,000) |
| (15,030) | 15,950 |
| (58,824) | 69,947 |
Total modern business parks | 354,000 | 17,350 | (17,190) |
| (7,560) | 7,960 |
| (24,479) | 28,561 |
Total office | 231,020 | 11,680 | (11,480) |
| (4,520) | 4,850 |
| (18,859) | 23,308 |
Market value | 1,350,770 | 67,340 | (66,670) |
| (27,110) | 28,760 |
| (102,162) | 121,816 |
13. Intangible assets
| Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Goodwill | 3,738 | 3,738 |
Software and licences | 3,437 | 2,830 |
Balance as at period end | 7,175 | 6,568 |
14. Right of use assets and lease liabilities
Set out below are the carrying amounts of right of use assets (excluding those classified as investment properties) recognised and the movements during the period:
| Office €000 | Total €000 |
As at 31 March 2020 | 2,440 | 2,440 |
Additions | - | - |
Depreciation expense | (260) | (260) |
As at 30 September 2020 (unaudited) | 2,180 | 2,180 |
Additions | - | - |
Depreciation expense | (261) | (261) |
As at 31 March 2021 | 1,919 | 1,919 |
Additions | - | - |
Depreciation expense | (260) | (260) |
As at 30 September 2021 (unaudited) | 1,659 | 1,659 |
In addition to office spaces the Group is also counterparty to long-term leasehold agreements and head leases relating to commercial property. Right of use assets amounting to €16,320,000 (31 March 2021: €15,025,000) are classified as investment properties, of which €6,355,000 (31 March 2021: €9,355,000) relate to commercial property.
Set out below are the carrying amounts of lease liabilities and the movements during the period:
|
Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Balance as at the beginning of the period | (14,987) | (19,150) |
Accretion of interest | (143) | (349) |
Additions | (4,378) | (1,518) |
Payments | 3,074 | 6,030 |
Balance as at period end | (16,434) | (14,987) |
Current lease liabilities as at period end | (3,915) | (5,857) |
Non-current lease liabilities as at period end | (12,519) | (9,130) |
The following table sets out the carrying amount, by maturity, of the Group's lease liabilities:
30 September 2021 | Within 1 year €000 | 1-5 years €000 | 5+ years €000 | Total €000 |
Commercial property* | (3,159) | (945) | (653) | (4,757) |
Long-term leasehold* | (234) | (978) | (8,753) | (9,965) |
Office space | (522) | (1,190) | - | (1,712) |
Total | (3,915) | (3,113) | (9,406) | (16,434) |
31 March 2021 | Within 1 year €000 | 1-5 years €000 | 5+ years €000 | Total €000 |
Commercial property* | (5,208) | (1,364) | (776) | (7,348) |
Long-term leasehold* | (133) | (560) | (4,977) | (5,670) |
Office space | (516) | (1,453) | - | (1,969) |
Total | (5,857) | (3,377) | (5,753) | (14,987) |
* These lease liabilities relate to right of use assets recorded as investment properties.
The overall weighted average discount rate used for the period is 1.9% (31 March 2021: 1.9%).
15. Other non-current assets
| Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Guarantees and deposits | 3,307 | 1,806 |
Loans to associates | 44,278 | 43,154 |
Balance as at period end | 47,585 | 44,960 |
Loans to associates relate to shareholder loans granted to associates by the Group. The loans terminate on 31 December 2026, are fully subordinated and are charged at a fixed interest rate.
16. Investment in associates
The principal activity of the associates is the investment in, and development of, commercial property located in Germany and to provide conventional and flexible workspace. Since the associates are individually immaterial the Group is disclosing aggregated information of the associates.
The following table illustrates the summarised financial information of the Group's investment in associates:
| Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Current assets | 18,603 | 31,183 |
Non-current assets | 332,451 | 244,289 |
Current liabilities | (8,346) | (10,224) |
Non-current liabilities | (291,380) | (221,756) |
Equity | 51,328 | 43,492 |
Unrecognised accumulated losses | 4,858 | 5,657 |
Subtotal | 56,186 | 49,149 |
Group's share in equity - 35% | 19,665 | 17,202 |
| Unaudited six months ended 30 September 2021 €000 | Year ended 31 March 2021 €000 |
Net operating income | 9,934 | 14,063 |
Gain on revaluation of investment properties | 5,717 | 12,693 |
Administrative expense | (1,448) | (1,976) |
Operating profit | 14,203 | 24,780 |
Net finance costs | (4,744) | (9,078) |
Profit before tax | 9,459 | 15,702 |
Taxation | (1,624) | (2,590) |
Unrecognised (profit)/loss | (799) | 1,109 |
Total comprehensive income for the period after tax | 7,036 | 14,221 |
Group's share of profit for the period - 35% | 2,463 | 4,977 |
Included within the non-current liabilities are shareholder loans amounting to €126,509,000 (31 March 2021: €123,296,000). As at period end no contingent liabilities existed (31 March 2021: none). The associates had contracted capital expenditure for development and enhancements of €2,783,000 as at period end (31 March 2021: €296,000).
The following table illustrates the movement in investment in associates:
| Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Balance as at the beginning of the period | 17,202 | 12,306 |
Dividend received | - | (81) |
Share of profit | 2,463 | 4,977 |
Balance as at period end | 19,665 | 17,202 |
17. Trade and other receivables
|
Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Gross trade receivables | 10,968 | 11,758 |
Expected credit loss provision (refer to Note 5) | (4,350) | (5,431) |
Net trade receivables | 6,618 | 6,327 |
Other receivables | 10,914 | 11,334 |
Prepayments | 78,067 | 1,070 |
Balance as at period end | 95,599 | 18,731 |
Other receivables include lease incentives of €3,551,000 (31 March 2021: €3,603,000).
Prepayments include costs totalling €75,771,000 (31 March 2021: €nil) relating to the acquisitions of new sites in Oberhausen, Frankfurt, Essen, Heiligenhaus and Neckartenzlingen that were notarised before 30 September 2021 and are expected to complete in the second half of the financial year (see note 27).
18. Cash and cash equivalents
| Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Cash at bank | 172,715 | 49,305 |
Restricted cash | 14,891 | 16,369 |
Balance as at period end | 187,606 | 65,674 |
Cash at bank earns interest at floating rates based on daily bank deposit rates. The fair value of cash as at period end is €187,606,000 (31 March 2021: €65,674,000).
The following table illustrates the breakdown of cash held in restricted accounts:
| Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Deposits received from tenants | 13,551 | 12,736 |
Office rent deposits | - | 131 |
Cash reserved for future bank loan interest and amortisation payments of the Group's banking facilities | - | 2,192 |
Deposit for bank guarantees | 1,340 | 1,310 |
Total | 14,891 | 16,369 |
19. Trade and other payables
| Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Trade payables | 6,130 | 7,107 |
Accrued expenses | 18,891 | 19,034 |
Interest and amortisation payable | 1,495 | 489 |
Tenant deposits | 13,551 | 12,736 |
Unearned revenue | 4,373 | 4,642 |
Other payables | 4,735 | 6,519 |
Balance as at period end | 49,175 | 50,527 |
Accrued expenses include costs totalling €8,789,000 (31 March 2021: €9,465,000) relating to service charge costs that have not been invoiced to the Group.
Included within other payables are mainly credit balances due to tenants in relation to over collections of service charge in amount of €2,260,000 (31 March 2021: €3,830,000).
Unearned revenue includes service charge amounts of €952,000 (31 March 2021: €1,068,000). Service charge income is only recognised as income when the performance obligations are met. All unearned revenue of the prior period was recognised as revenue in the current period.
20. Interest-bearing loans and borrowings
| Interest rate % | Loan maturity date | Unaudited 30 September 2021 €000 | 31 March 2021 €000 |
Current |
|
|
|
|
SEB AG |
|
|
|
|
- fixed rate facility | 1.84 | 1 September 2022 | - | 1,180 |
- hedged floating rate facility | Hedged(1) | 30 October 2024 | - | 459 |
- capped floating rate facility | Capped (2) | 25 March 2025 | - | 760 |
Berlin Hyp AG/Deutsche Pfandbriefbank AG |
|
| - |
|
- fixed rate facility | 1.66 | 27 April 2023 | - | 2,968 |
Berlin Hyp AG |
|
|
|
|
- fixed rate facility | 1.48 | 31 October 2023 | 1,895 | 1,881 |
- fixed rate facility | 0.90 | 31 October 2023 | 1,473 | 1,467 |
Saarbrücken Sparkasse |
|
|
|
|
- fixed rate facility | 1.53 | 28 February 2025 | 766 | 760 |
Deutsche Pfandbriefbank AG |
|
|
|
|
- hedged floating rate facility | Hedged(3) | 31 December 2023 | 1,110 | 1,110 |
- floating rate facility | Floating(3) | 31 December 2023 | 140 | 140 |
Capitalised finance charges on all loans |
|
| (598) | (1,611) |
|
|
| 4,786 | 9,114 |
Non-current |
|
|
|
|
SEB AG |
|
|
|
|
- fixed rate facility | 1.84 | 1 September 2022 | - | 51,330 |
- hedged floating rate facility | Hedged (1) | 30 October 2024 | - | 21,325 |
- floating rate facility | Floating(1) | 30 October 2024 | - | 2,000 |
- capped floating rate facility | Capped(2) | 25 March 2025 | - | 34,960 |
Berlin Hyp AG/Deutsche Pfandbriefbank AG |
|
| - |
|
- fixed rate facility | 1.66 | 27 April 2023 | - | 56,135 |
Berlin Hyp AG |
|
|
|
|
- fixed rate facility | 1.48 | 31 October 2023 | 59,186 | 60,137 |
- fixed rate facility | 0.90 | 31 October 2023 | 111,105 | 111,843 |
Saarbrücken Sparkasse |
|
|
|
|
- fixed rate facility | 1.53 | 28 February 2025 | 14,645 | 15,030 |
Deutsche Pfandbriefbank AG |
|
|
|
|
- hedged floating rate facility | Hedged (3) | 31 December 2023 | 51,611 | 52,166 |
- floating rate facility | Floating(3) | 31 December 2023 | 6,311 | 6,381 |
Schuldschein |
|
|
|
|
- floating rate facility | Floating (4) | 5 December 2022 | 5,000 | 5,000 |
- floating rate facility | Floating(4) | 6 January 2023 | 10,000 | 10,000 |
- floating rate facility | Floating (4) | 6 January 2025 | 5,000 | 5,000 |
- fixed rate facility | 1.70 | 3 March 2025 | 10,000 | 10,000 |
- fixed rate facility | 1.60 | 3 July 2023 | 20,000 | 20,000 |
Corporate bond | 1.125 | 22 June 2026 | 400,000 | - |
Capitalised finance charges on all loans |
|
| (8,513) | (2,367) |
|
|
| 684,345 | 458,940 |
Total |
|
| 689,131 | 468,054 |
(1) Tranche 1 of this facility is fully hedged with a swap charged at a rate of 2.58%; tranche 2 of this facility is fully hedged with a swap charged at a rate of 2.56%. The capex facility is charged with a floating rate of 1.88% over six month EURIBOR (not less than 0%) for the full term of the loan. The facility was repaid in full during the six month period ended 30 September 2021.
(2) This facility is hedged with a cap rate at 0.75% and charged with a floating rate of 1.58% over six month EURIBOR (not less than 0%) for the full term of the loan. The facility was repaid in full during the six month period ended 30 September 2021.
(3) Tranche 1 of this facility is fully hedged with a swap charged at a rate of 1.40%; tranche 2 of this facility is fully hedged with a swap charged at a rate of 1.25%; and €19.1 million of tranche 3 of this facility is fully hedged with a swap charged at a rate of 0.91%. €6.5 million and €0.5 million are charged with a floating rate of 1.20% over three month EURIBOR (not less than 0%).
(4) This unsecured facility has a floating rate of 1.50% over six month EURIBOR (not less than 0%) for the first two tranches and a floating rate of 1.70% over six month EURIBOR (not less than 0%) for tranche 3.
The Group has pledged 15 (31 March 2021: 42) investment properties to secure several separate interest-bearing debt facilities granted to the Group. The 15 (31 March 2021: 42) properties had a combined valuation of €484,329,000 as at period end (31 March 2021: €1,101,689,000).
SEB AG
On 2 September 2015, the Group agreed to a facility agreement with SEB AG for €59.0 million to refinance two existing Macquarie loan facilities. The loan was scheduled to terminate on 1 September 2022. Amortisation was charged at 2% per annum with the remainder scheduled to be due in the seventh year. The loan facility was charged at a fixed interest rate of 1.84%. This facility was secured over eleven property assets that were previously financed through the Macquarie loan facilities. The facility was subject to various covenants with which the Group had complied. The facility was repaid in full during the six month period ended 30 September 2021.
On 30 October 2017, the Group agreed to a second facility agreement with SEB AG for €22.9 million. Tranche 1, totalling €20.0 million, was hedged at a rate of 2.58% until 30 October 2024 by way of an interest rate swap. Tranche 2, totalling €2.9 million, was hedged at a rate of 2.56% until 30 October 2024 by way of an interest rate swap. The loan was scheduled to terminate on 30 October 2024. Amortisation was 2.0% per annum across the full facility with the remainder scheduled to be due in one instalment on the final maturity date. The facility was secured over three property assets and was subject to various covenants with which the Group had complied. In addition, the Group agreed a capex facility for €7.1 million until 30 October 2024. The capex facility was not subject to amortisation and was charged with a floating interest rate of 1.88% over six month EURIBOR (not less than 0%) for the full term of the loan. The capex facility is no longer available following the repayment of the SEB AG debt facilities during the six month period ended 30 September 2021.
On 26 March 2018, the Group agreed to a third facility agreement with SEB AG for €38.0 million. The loan was scheduled to terminate on 25 March 2025. Amortisation was 2% per annum with the remainder scheduled to be due in one instalment on the final maturity date. The loan facility was charged with a floating rate of 1.58% over six month EURIBOR (not less than 0%) for the full term of the loan. In accordance with the requirements of the loan facility the Group hedged its exposure to floating interest rates by purchasing a cap in June 2018 which limited the Group's interest rate exposure on the facility to 2.33%. The facility was secured over six property assets and was subject to various covenants with which the Group had complied. In addition, the Group agreed a capex facility for €8.0 million until 25 March 2025. The capex facility was not subject to amortisation and was charged at an interest rate of 1.58%. The capex facility was undrawn and is no longer available following the repayment of the SEB AG debt facilities during the six month period ended 30 September 2021.
Berlin Hyp AG/Deutsche Pfandbriefbank AG
On 31 March 2014, the Group agreed to a facility agreement with Berlin Hyp AG and Deutsche Pfandbriefbank AG for €115.0 million. Amortisation was 2% p.a. for the first two years, 2.5% for the third year and 3.0% thereafter, with the remainder due in the fifth year. Half of the facility (€55.2 million) was charged interest at 3% plus three months' EURIBOR and was capped at 4.5%, and the other half (€55.2 million) was hedged at a rate of 4.265% until 31 March 2019. This facility was secured over nine property assets and was subject to various covenants with which the Group has complied. On 28 April 2016, the Group agreed to refinance this facility which had an outstanding balance of €110.4 million at 31 March 2016. The new facility was split in two tranches totalling €137.0 million and was scheduled to terminate on 27 April 2023. Tranche 1, totalling €94.5 million, was charged at a fixed interest rate of 1.66% for the full term of the loan. Tranche 2, totalling €42.5 million, was charged with a floating rate of 1.57% over three month EURIBOR (not less than 0%) for the full term of the loan. Amortisation was set at 2.5% across the full facility with the remainder scheduled to be due in one instalment on the final maturity date.
On 30 June 2017, the Group repaid a total of €5.8 million following the disposal of the Düsseldorf asset. On 30 September 2017, the Group repaid tranche 2 of the loan in full, amounting to €40.9 million, following the disposal of the Munich Rupert Mayer Strasse asset.
On 1 August 2019, the Group repaid a total of €16.8 million including €10.1 million recorded within liabilities directly associated with assets held for sale as at 31 March 2019, following the disposal of two assets that acted as security for the loan into the Titanium venture with AXA Investment Managers - Real Assets.
The facility was repaid in full during the six month period ended 30 September 2021.
Berlin Hyp AG
On 20 October 2016, the Group concluded an agreement with Berlin Hyp AG to refinance and extend a facility which had an outstanding balance of €39.2 million at 30 September 2016. The facility totals €70.0 million and was scheduled to terminate on 29 October 2023. Amortisation was 2.5% per annum with the remainder due at maturity. The facility was charged with an all-in fixed interest rate of 1.48% for the full term of the loan. The facility was secured over six property assets. The loan was subject to various covenants with which the Group had complied. On 13 September 2019, the facility was incorporated into the agreement as detailed below. As a result, the maturity date of the loan was extended to 31 October 2023 with all other conditions remaining unchanged.
On 13 September 2019, the Group agreed to a facility agreement with Berlin Hyp AG for €115.4 million. The loan terminates on 31 October 2023. Amortisation is 1.25% per annum with the remainder due in the fourth year. The loan facility is charged at a fixed interest rate of 0.90%. This facility is secured over nine property assets. The facility is subject to various covenants with which the Group has complied. No changes to the terms of the facility have occurred during the six month period ended 30 September 2021.
Saarbrücken Sparkasse
On 28 March 2018, the Group agreed to a facility agreement with Saarbrücken Sparkasse for €18.0 million. The loan terminates on 28 February 2025. Amortisation is 4.0% per annum with the remainder due in one instalment on the final maturity date. The facility is charged with an all-in fixed interest rate of 1.53% for the full term of the loan. The facility is secured over one property asset and is subject to various covenants with which the Group has complied. No changes to the terms of the facility have occurred during the six month period ended 30 September 2021.
Deutsche Pfandbriefbank AG
On 19 January 2019, the Group agreed to a facility agreement with Deutsche Pfandbriefbank AG for €56.0 million. Tranche 1, totalling €21.6 million, has been hedged at a rate of 1.40% until 31 December 2023 by way of an interest rate swap. A first drawdown of tranche 3 totalling €0.5 million was charged at a fixed interest rate of 1.20%. On 3 April 2019, tranche 2 was drawn down, totalling €14.8 million, and has been hedged at a rate of 1.25% until 31 December 2023 by way of an interest rate swap. On 28 June 2019, tranche 3 was drawn down, totalling €19.1 million. Tranche 3 has been hedged at a rate of 0.91% until 31 December 2023 by way of an interest rate swap. The facility is secured over five property assets and is subject to various covenants with which the Group has complied.
On 19 February 2020, the Group agreed to extend tranche 3 of its existing facility by €6.5 million. The loan is coterminous with the existing facility maturing in December 2023. The loan has been treated as a new loan and is charged with a floating interest rate of 1.20% plus three month EURIBOR (not less than 0%). Amortisation is 2% per annum with the remainder due in one instalment on the final maturity date. No changes to the terms of the facility have occurred during the six month period ended 30 September 2021.
Schuldschein
On 2 December 2019, the Group agreed new loan facilities in the form of an unsecured Schuldschein for €20.0 million. On 25 February 2020, the Group agreed new loan facilities in the form of an unsecured Schuldschein for €30.0 million. In total the fully drawn down unsecured facility amounts to €50.0 million spread over five tranches and is charged at a blended interest rate of 1.60% and average maturity of 2.6 years with no amortisation. The Schuldschein is subject to various covenants with which the Group has complied. No changes to the terms of the facility have occurred during the six month period ended 30 September 2021.
Corporate Bond
On 22 June 2021, the Group raised its inaugural corporate bond for €400.0 million. The bond has a term of five years and an interest rate of 1.125% due annually on its anniversary date, with the principal balance coming due on 22 June 2026. The funds from the bond have been partially utilised to repay the SEB AG and Berlin Hyp AG/Deutsche Pfandbriefbank AG loans and fund acquisitions. The corporate bond is subject to various covenants with which the Group has complied.
21. Financial instruments
Fair values
Set out below is a comparison by category of carrying amounts and fair values of all of the Group's financial instruments that are carried in the financial statements:
|
|
| Unaudited 30 September 2021 |
|
31 March 2021 | ||
| Fair value hierarchy level |
| Carrying amount €000 | Fair value €000 |
| Carrying amount €000 | Fair value €000 |
Financial assets |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
| 187,606 | 187,606 |
| 65,674 | 65,674 |
Trade and other receivables |
|
| 17,288 | 17,288 |
| 15,864 | 15,864 |
Loans to associates | 2 |
| 44,278 | 44,278 |
| 43,154 | 43,154 |
Derivative financial instruments | 2 |
| - | - |
| 70 | 70 |
Financial liabilities |
|
|
|
|
|
|
|
Trade and other payables |
|
| 25,911 | 25,911 |
| 26,851 | 26,851 |
Derivative financial instruments | 2 |
| 507 | 507 |
| 1,211 | 1,211 |
Interest-bearing loans and borrowings* |
|
|
|
|
|
|
|
Floating rate borrowings | 2 |
| 26,451 | 26,451 |
| 28,521 | 28,521 |
Floating rate borrowings - hedged** | 2 |
| 52,721 | 52,721 |
| 75,060 | 75,060 |
Floating rate borrowings - capped** | 2 |
| - | - |
| 35,720 | 35,720 |
Fixed rate borrowings | 2 |
| 619,070 | 631,323 |
| 332,731 | 336,216 |
* Excludes loan issue costs.
** The Group holds interest rate swap contracts designed to manage the interest rate and liquidity risks of expected cash flows of its borrowings with the variable rate facilities with Deutsche Pfandbriefbank AG. Please refer to note 20 for details of swap contracts.
Fair value hierarchy
For financial assets or liabilities measured at amortised cost and whose carrying value is a reasonable approximation to fair value there is no requirement to analyse their value in the fair value hierarchy.
The table above analyses financial instruments measured at fair value into a fair value hierarchy based on the valuation technique used to determine fair value:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Group holds interest rate swap contracts and interest rate cap contracts. The interest rate swap contract is reset on a quarterly basis, the cap contract on a half year basis. The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date. The average interest rate is based on the outstanding balances at the end of the reporting period. The interest rate swap is measured at fair value with changes recognised in profit or loss. The fair value of the interest rate cap reflects the mark to market valuation with changes recognised in the profit or loss.
The fair values of the loans and borrowings have been calculated based on a discounted cash flow model using the prevailing market rates of interest.
22. Issued share capital
Authorised | Number of shares | Share capital € |
Ordinary shares of no par value | Unlimited | - |
As at 30 September 2021 and 31 March 2021 | Unlimited | - |
Issued and fully paid | Number of shares | Share capital € |
As at 31 March 2020 | 1,036,257,101 | - |
Issued ordinary shares | 6,981,451 | 6,043,000 |
Transfer of share capital to other distributable reserves | - | (6,043,000) |
Issued Treasury Shares | - | - |
Shares issued to Employee Benefit Trust | (1,883,980) | - |
Shares allocated by the Employee Benefit Trust | 312,092 | - |
As at 30 September 2020 | 1,041,666,664 | - |
Issued ordinary shares | 7,465,595 | 7,126,000 |
Transfer of share capital to other distributable reserves | - | (7,126,000) |
Issued Treasury Shares | - | - |
Shares issued to Employee Benefit Trust | - | - |
Shares allocated by the Employee Benefit Trust | - | - |
As at 31 March 2021 | 1,049,132,259 | - |
Issued ordinary shares | 11,367,372 | 9,195,000 |
Transfer of share capital to other distributable reserves | - | (9,195,000) |
Issued Treasury Shares | - | - |
Shares issued to Employee Benefit Trust | - | - |
Shares allocated by the Employee Benefit Trust | 388,858 | - |
As at 30 September 2021 | 1,060,888,489 | - |
Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting. Shares held in treasury are not entitled to receive dividends or to vote at general meetings.
Pursuant to a scrip dividend offering on 14 June 2021, the Company issued 8,101,162 ordinary shares at an issue price of £1.00432 resulting in the Company's overall issued share capital being 1,064,184,239 ordinary shares. In addition, the Company issued 3,266,210 shares in relation to the exercise of the LTIP 2019 (January 2019 grant) as per note 7.
During the period no shares were acquired and 388,858 were allocated by the Employee Benefit Trust. A total of 3,295,750 shares purchased at an average share price of €0.7880 are held by the Employee Benefit Trust (31 March 2021: 3,684,608 shares purchased at an average share price of €0.7878). The total number of shares with voting rights was 1,064,184,239 (31 March 2021: 1,052,816,867). No votes are cast in respect of the shares held in the Employee Benefit Trust in connection with the Company's share plans and dividends paid and payable are subject to a standing waiver.
All shares issued in the period were issued under general authority. No shares were bought back in the period (31 March 2021: none) and there are no treasury shares held at the period end (31 March 2021: none).
23. Other reserves
Other distributable reserve
The other distributable reserve was created for the payment of dividends and the transfer of share capital in regard to scrip dividends, share-based payment transactions and the buyback of shares and is €437,053,000 in total at period end (31 March 2021: €449,051,000).
24. Dividends
On 7 June 2021, the Company announced a dividend of 1.98c per share, with a record date of 9 July 2021 for UK and South African shareholders and payable on 19 August 2021. On the record date, 1,054,755,527 shares were in issue. Since there were no shares held in treasury, 1,054,755,527 shares (including shares held by "Employee Benefit Trust") were entitled to participate in the dividend. Holders of 476,206,726 shares elected to receive the dividend in ordinary shares under the Scrip Dividend Alternative, representing a dividend of €9,429,000 (€9,195,000 as at settlement date) while holders of 578,548,801 shares opted for a cash dividend with a value of €11,455,000. The Company's Employee Benefit Trust waived its rights to the dividend, reducing the cash payable to €11,388,000 (€11,381,000 as at settlement date). The total dividend was €20,817,000 (€20,576,000 as at settlement date).
The Group's profit attributable to the owners of the Company for the period was €67.7 million (30 September 2020: €56.5 million). The Board has authorised a dividend relating to the six month period ended 30 September 2021 of 2.04c per share, representing 65% of FFO*.
It is expected that, for the dividend authorised relating to the six month period ended 30 September 2021, the ex-dividend date will be 14 December 2021 for shareholders on the South African register and 16 December 2021 for shareholders on the UK register. It is further expected that for shareholders on both registers the record date will be 17 December 2021 and the dividend will be paid on 20 January 2022. A detailed dividend announcement will be made on 29 November 2021, including details of a scrip dividend alternative.
The dividend paid per the statement of changes in equity is the value of the cash dividend.
* Adjusted profit before tax adjusted for depreciation and amortisation (excluding depreciation relating to IFRS 16), amortisation of financing fees, adjustments in respect to IFRS 16 and current tax receivable/incurred and current tax relating to disposals.
The dividend per share was calculated as follows:
| Unaudited six months ended 30 September 2021 €m | Unaudited six months ended 30 September 2020 €m |
Reported profit before tax | 78.2 | 62.2 |
Adjustments for: |
|
|
Gain on revaluation of investment properties | (48.4) | (31.9) |
Deficit on revaluation expense relating to leased investment properties | (3.1) | (1.6) |
Loss on disposals of properties | 0.4 | - |
Gain on loss of control of subsidiaries | (0.1) | - |
Deduct revaluation gain on investment property from associates and related tax | (1.5) | (1.3) |
Other adjusting items* | 7.0 | 1.6 |
Change in fair value of financial derivatives | (0.2) | 0.1 |
Adjusted profit before tax | 32.3 | 29.1 |
Adjustments for: |
|
|
Depreciation and amortisation (excluding depreciation relating to IFRS 16) | 0.9 | 0.8 |
Amortisation of financing fees | 1.0 | 0.8 |
Adjustment in respect of IFRS 16 | 0.5 | (1.0) |
Current taxes incurred (see note 9) | (1.7) | (0.9) |
Add back current tax relating to disposals | - | 0.3 |
Funds from operations, six months ended 30 September | 33.0 | 29.1 |
Dividend pool, six months ended 30 September** |
21.6 | 19.0 |
Dividend per share, six months ended 30 September | 2.04c | 1.82c |
* Includes expense relating to share awards and refinancing costs, exit fees and prepayment penalties. See note 10 for details.
** Calculated as 65% of FFO of 3.14c per share (30 September 2020: 2.80c per share using 65% of FFO), based on average number of shares outstanding of 1,052,600,936 (30 September 2020: 1,037,394,967).
For more information on adjusted profit before tax and funds from operations, refer to Annex 1.
Calculations contained in this table are subject to rounding differences.
25. Related parties
Related parties are defined as those persons and companies that control the Group, or that are controlled, jointly managed, or subject to significant influence by the Group.
The following balances and transactions with associates exist as at the reporting date:
Consolidated statement of financial position | Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Loans to associates | 44,278 | 43,154 |
Trade and other receivables | 2,014 | 3,371 |
Total | 46,292 | 46,525 |
Trade and other receivables relate to amounts owed from the services supplied to the associates and are due to be settled 14 days after being invoiced.
As a result of unchanged credit quality no material impairments have been recognised in the period.
Consolidated statement of comprehensive income | Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Services supplied | 5,568 | 1,045 |
Interest income | 1,554 | 1,302 |
Total | 7,122 | 2,347 |
Services provided to related parties primarily relate to the provision of property and asset management services. A performance fee arrangement is in a place between the associates and the Group. The performance fee was €nil during the period.
26. Capital and other commitments
As at period end, the Group had contracted capital expenditure for development and enhancements on existing properties of €8,389,000 (31 March 2021: €8,666,000) and capital commitments in relation to the notarised asset in amount of €52,150,000.
These were committed but not yet provided for in the financial statements.
27. Post balance sheet events
On 1 October 2021, the Group completed the acquisition of a business park at Heiligenhaus, North Rhine-Westphalia. The total acquisition cost amounted to €14.2 million. The property is a multi-tenant business park, providing approximately 45,000 sqm of lettable space consisting of around 23,200 sqm of office space, 11,400 sqm of warehouse space, 7,800 sqm of production space and 2,600 sqm of other space. The property currently generates annualised net operating income of €1.12 million per annum on 77% occupancy.
On 1 November 2021, the Group completed the acquisition of a business park in Frankfurt, a multi-tenanted office tower comprising total lettable area of approximately 10,000 sqm for €21.2 million. The property generates annualised net operating income of €0.6 million per annum at 54% occupancy and has a remaining weighted average lease term of 2.9 years.
On 1 November 2021, the Group completed the acquisition of a business park in Erfurt. The total acquisition cost amounted to €11.7 million. The multi-tenant park consists of 14,000 sqm of lettable industrial space with an office portion of c7,400 sqm and 760 sqm of other space. The property currently generates annualised net operating income of €0.6 million per annum at 81% occupancy.
On 1 November 2021, the Group completed the acquisition of a business park in Essen. The total acquisition cost amounted to €12.2 million. The property generates annualised net operating income of €0.8 million per annum at 81% occupancy.
On 29 October 2021, the Company notarised for the disposal of an asset in Magdeburg for a sale price of €13.8 million. The transaction is expected to complete in the second half of the financial year.
On 4 November 2021 the Company agreed a €75.0 million bi-lateral revolving credit facility with HSBC Trinkaus & Burkhardt. The loan facility is charged with a variable interest rate tied to the Company's Fitch credit rating as follows: (a) BBB+ (1.2%), (b) BBB (1.2%) and (c) BBB- or lower (1.5%) with a 0% EURIBOR floor. In addition, the facility's loan covenants are consistent with the corporate bond covenants described in note 20. The loan facility is comprised of a (i) €25.0 million bilateral credit facility which has a two year term and which may be extended twice for an additional year per extension and (ii) a €50 million bilateral top-up credit facility which is repayable in full six months after draw down. At the approval date of the Interim Report, no drawdowns of this facility have been made.
Business analysis
Non-IFRS measures
| Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Total comprehensive income for the period attributable to the owners of the Company | 67,738 | 56,549 |
Gain on revaluation of investment properties | (48,414) | (31,909) |
Loss on disposal of properties (net of related tax) | 400 | 161 |
Gain on loss of control of subsidiaries (net of related tax) | (94) | - |
Add finance restructuring costs | 5,579 | - |
Change in fair value of derivative financial instruments | (160) | 132 |
Deferred tax in respect of EPRA earnings adjustments | 8,706 | 4,674 |
NCI in respect of the above | 42 | 46 |
Deduct revaluation gain relating to investment in associates | (1,665) | (1,673) |
Tax in relation to the above | 418 | 346 |
EPRA earnings | 32,550 | 28,326 |
Add change in deferred tax relating to derivative financial instruments | (96) | 52 |
Add change in fair value of derivative financial instruments | 160 | (132) |
Deduct finance restructuring costs | (5,579) | - |
NCI in respect of the above | - | - |
Headline earnings after tax | 27,035 | 28,246 |
Add change in fair value of derivative financial instruments (net of related tax) | (64) | 80 |
Deduct revaluation expense relating to leased investment properties | (3,083) | (1,617) |
Add adjusting items* (net of related tax) |
6,974 | 1,613 |
Adjusted earnings after tax | 30,862 | 28,322 |
* See note 10 of the Interim Report.
For more information on EPRA earnings refer to Annex 1.
| Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
EPRA earnings | 32,550 | 28,326 |
Weighted average number of ordinary shares | 1,052,600,936 | 1,037,394,967 |
EPRA earnings per share (cents) | 3.09 | 2.73 |
Headline earnings after tax | 27,035 | 28,246 |
Weighted average number of ordinary shares | 1,052,600,936 | 1,037,394,967 |
Headline earnings per share (cents) | 2.57 | 2.72 |
Adjusted earnings after tax | 30,862 | 28,322 |
Weighted average number of ordinary shares | 1,052,600,936 | 1,037,394,967 |
Adjusted earnings per share (cents) | 2.93 | 2.73 |
Annex 1 - non-IFRS measures
Basis of preparation
The Directors of Sirius Real Estate Limited ("Sirius") have chosen to disclose additional non-IFRS measures; these include EPRA earnings, adjusted net asset value, EPRA net reinstatement value, EPRA net tangible assets, EPRA net disposal value, adjusted profit before tax and funds from operations (collectively "Non-IFRS Financial Information").
The Directors have chosen to disclose:
• EPRA earnings in order to assist in comparisons with similar businesses in the real estate sector. EPRA earnings is a definition of earnings as set out by the European Public Real Estate Association. EPRA earnings represents earnings after adjusting for revaluation of investment properties, changes in fair value of derivative financial instruments, gains and losses on disposals of properties (including tax), the gain on loss of control of subsidiaries, refinancing costs, exit fees and prepayment penalties (collectively the "EPRA earnings adjustments"), deferred tax in respect of the EPRA earnings adjustments, NCI relating to gain on revaluation and gain on sale of properties (including tax), revaluation gain on investment property relating to associates and the related tax thereon. The reconciliation between basic and diluted earnings and EPRA earnings is detailed in table A below.
• Adjusted net asset value in order to assist in comparisons with similar businesses. Adjusted net asset value represents net asset value after adjusting for derivative financial instruments at fair value and deferred tax relating to valuation movements, derivative financial instruments and LTIP valuation. The reconciliation for adjusted net asset value is detailed in table B below.
• EPRA net reinstatement value ("EPRA NRV") in order to assist in comparisons with similar businesses in the real estate sector. EPRA NRV is a definition of net asset value as set out by the European Public Real Estate Association. EPRA NRV represents net asset value after adjusting for derivative financial instruments at fair value, deferred tax relating to valuation movements and derivatives and real estate transfer tax presented in the Valuation Certificate (for the entire consolidated Group including wholly owned entities and investment in associates). The reconciliation for EPRA NRV is detailed in table C below.
• EPRA net tangible assets ("EPRA NTA") in order to assist in comparisons with similar businesses in the real estate sector. EPRA NTA is a definition of net asset value as set out by the European Public Real Estate Association. EPRA NTA represents net asset value after adjusting for derivative financial instruments at fair value, deferred tax relating to valuation movements (excluding that relating to assets held for sale) and derivatives, goodwill and intangible assets as per the note reference in the consolidated statement of financial position (for the entire consolidated Group including wholly owned entities and investment in associates). The reconciliation for EPRA NTA is detailed in table C below.
• EPRA net disposal value ("EPRA NDV") in order to assist in comparisons with similar businesses in the real estate sector. EPRA NDV is a definition of net asset value as set out by the European Public Real Estate Association. EPRA NDV represents net asset value after adjusting for goodwill as per the note reference in the consolidated statement of financial position and the fair value of fixed interest rate debt (for the entire consolidated Group including wholly owned entities and investment in associates). The reconciliation for EPRA NDV is detailed in table C below.
• Adjusted profit before tax in order to provide an alternative indication of Sirius Real Estate Limited and its subsidiaries' (the "Group") underlying business performance. Accordingly, it excludes the effect of the gain on revaluation of investment properties, other adjusting items, gains/losses on sale of properties, change in fair value of financial derivatives, gain on loss of control of subsidiaries, revaluation gain on investment property relating to associates and related tax and includes the deficit on revaluation expense relating to leased investment properties. The reconciliation for adjusted profit before tax is detailed in table D below.
• Funds from operations in order to assist in comparisons with similar businesses and to facilitate the Group's dividend policy which is derived from funds from operations. Accordingly, funds from operations excludes depreciation and amortisation (excluding depreciation relating to IFRS 16), amortisation of financing fees, adjustment in respect of IFRS 16 and current tax excluding tax on disposals. The reconciliation for funds from operations is detailed in table D below.
The Non-IFRS Financial Information is presented in accordance with the JSE Listing Requirements and the guide on pro forma financial information issued by SAICA. The Non-IFRS Financial Information is the responsibility of the Directors. The Non-IFRS Information has been presented for illustrative purposes and, due to its nature, may not fairly present the Group's financial position or result of operations.
The Non-IFRS measures included in the Interim Report 2021 have not been reviewed nor reported on by the independent reporting accountant. The starting point for all the Non-IFRS Financial Information has been extracted from the Group's consolidated financial statements for the six months ended 30 September 2021 ("consolidated financial statements").
Table A - EPRA earnings
| Unaudited six months ended 30 September 2021 €000 | Unaudited six months ended 30 September 2020 €000 |
Basic and diluted earnings attributable to owners of the Company¹ | 67,738 | 56,549 |
Gain on revaluation of investment properties2 | (48,414) | (31,909) |
Add loss on disposal of properties (including tax)3 | 400 | 161 |
Deduct gain on loss of control of subsidiaries4 | (94) | - |
Refinancing costs, exit fees and prepayment penalties5 | 5,579 | - |
Change in fair value of derivative financial instruments6 | (160) | 132 |
Deferred tax in respect of EPRA earnings adjustments7 | 8,706 | 4,674 |
NCI in respect of the above8 | 42 | 46 |
Deduct revaluation gain on investment property relating to associates9 | (1,665) | (1,673) |
Tax in relation to the revaluation gain on investment property relating to associates10 |
418 | 346 |
EPRA earnings11 |
32,550 | 28,326 |
Notes:
1. Row 1 presents the profit and total comprehensive income attributable to owners of the Company which has been extracted from the unaudited consolidated statement of comprehensive income within the condensed set of consolidated financial statements for the six months ended 30 September 2021 (the "consolidated financial statements").
2. Row 2 presents the gain on revaluation of investment properties which has been extracted from the unaudited consolidated statement of comprehensive income within the consolidated financial statements.
3. Row 3 presents the gain or loss on disposal of properties (including tax) which has been extracted from note 10 within the consolidated financial statements.
4. Row 4 presents the gain on loss of control of subsidiaries which has been extracted from the unaudited consolidated statement of comprehensive income within the consolidated financial statements.
5. Row 5 presents the refinancing costs, exit fees and prepayment penalties which have been extracted from note 8 within the consolidated financial statements.
6. Row 6 presents the change in fair value of derivative financial instruments which has been extracted from the unaudited consolidated statement of comprehensive income within the consolidated financial statements.
7. Row 7 presents deferred tax relating to origination and reversal of temporary differences of the EPRA earnings adjustments which has been extracted from note 9 within the consolidated financial statements.
8. Row 8 presents the non-controlling interest relating to gain on revaluation and gain or loss on sale of properties (including tax) which has been extracted from note 10 within the consolidated financial statements.
9. Row 9 presents the revaluation gain on investment property relating to associates which has been extracted from note 10 within the consolidated financial statements.
10. Row 10 presents tax in relation to the revaluation gain on investment property relating to associates which has been extracted from note 10 within the consolidated financial statements.
11. Row 11 presents the EPRA earnings for the period.
Table B - Adjusted net asset value
| Unaudited 30 September 2021 €000 |
31 March 2021 €000 |
Net asset value |
|
|
Net asset value for the purpose of assets per share (assets attributable to the owners of the Company)1 | 982,579 | 926,533 |
Deferred tax arising on revaluation gain, derivative financial instruments and LTIP valuation2 | 65,037 | 56,331 |
Derivative financial instruments at fair value3 |
507 | 1,141 |
Adjusted net asset value attributable to the owners of the Company4 |
1,048,123 | 984,005 |
Notes:
1. Row 1 presents net asset value for the purpose of assets per share (assets attributable to the owners of the Company) which has been extracted from the unaudited consolidated statement of financial position within the consolidated financial statements.
2. Row 2 presents deferred tax expense arising on revaluation gains of €65,094,000 (31 March 2021: €56,484,000) and a credit of €57,000 (31 March 2021: €153,000) arising on derivative financial instruments which have been extracted from note 9 within the consolidated financial statements. There is no deferred tax on the LTIP valuation.
3. Row 3 presents current derivative financial instrument assets of €nil (31 March 2021: €70,000) less current derivative financial instrument liabilities of €234,000 (31 March 2021: €414,000) less non-current derivative financial instrument liabilities of €273,000 (31 March 2021: €797,000) which have been extracted from the unaudited consolidated statement of financial position from the consolidated financial statements.
4. Row 4 presents the adjusted net asset value attributable to the owners of the Company as at period end.
Table C - EPRA net asset measures
| EPRA NRV | EPRA NTA | EPRA NDV |
| 30 September 2021 €000 | 30 September 2021 €000 | 30 September 2021 €000 |
Net asset value as at period end (basic)1 |
982,579 |
982,579 |
982,579 |
Diluted EPRA net asset value at fair value | 982,579 | 982,579 | 982,579 |
Group |
|
|
|
Derivative financial instruments at fair value2 | 507 | 507 | n/a |
Deferred tax in respect of EPRA earnings adjustments3 | 65,037 | 65,037* | n/a |
Goodwill as per note 134 | n/a | (3,738) | (3,738) |
Intangibles as per note 135 | n/a | (3,437) | n/a |
Fair value of fixed interest rate debt6 | n/a | n/a | (12,253) |
Real estate transfer tax7 | 112,700 | n/a | n/a |
Investment in associate |
|
|
|
Deferred tax in respect of EPRA earnings adjustments3 | 5,676 | 5,676* | n/a |
Fair value of fixed interest rate debt6 | n/a | n/a | (3,757) |
Real estate transfer tax7 |
8,684 |
n/a |
n/a |
Total EPRA NRV, NTA and NDV8 |
1,175,183 |
1,046,624 |
962,831 |
| EPRA NRV | EPRA NTA | EPRA NDV |
| 31 March 2021 €000 | 31 March 2021 €000 | 31 March 2021 €000 |
Net asset value as at period end (basic)1 |
926,533 |
926,533 |
926,533 |
Diluted EPRA net asset value at fair value | 926,533 | 926,533 | 926,533 |
Group |
|
|
|
Derivative financial instruments at fair value2 | 1,141 | 1,141 | n/a |
Deferred tax in respect of EPRA earnings adjustments3 | 56,331 | 56,331* | n/a |
Goodwill as per note 134 | n/a | (3,738) | (3,738) |
Intangibles as per note 135 | n/a | (2,830) | n/a |
Fair value of fixed interest rate debt6 | n/a | n/a | (3,485) |
Real estate transfer tax7 | 106,274 | n/a | n/a |
Investment in associate |
|
|
|
Deferred tax in respect of EPRA earnings adjustments3 | 5,212 | 5,212* | n/a |
Fair value of fixed interest rate debt6 | n/a | n/a | (1,772) |
Real estate transfer tax7 |
6,772 |
n/a |
n/a |
Total EPRA NRV, NTA and NDV8 |
1,102,263 |
982,649 |
917,538 |
* The Company intends to hold and does not intend in the long term to sell any of the investment properties and has excluded such deferred taxes for the whole portfolio as at period end.
Notes:
1. Row 1 presents net asset value for the purpose of assets per share (assets attributable to the owners of the Company) which has been extracted from the unaudited consolidated statement of financial position within the consolidated financial statements.
2. Row 2 presents current derivative financial instrument assets of €nil (31 March 2021: €70,000) less current derivative financial instrument liabilities of €234,000 (31 March 2021: €414,000) less non-current derivative financial instrument liabilities of €273,000 (31 March 2021: €797,000) which have been extracted from the unaudited consolidated statement of financial position within the consolidated financial statements.
3. Row 3 presents for the Group deferred tax expense arising on revaluation gains of €65,094,000 (31 March 2021: €56,484,000) and a credit of €57,000 (31 March 2021: €153,000) arising on derivative financial instruments which have been extracted from note 9 of the consolidated financial statements and for EPRA NTA only the additional credit adjustment for the deferred tax expense relating to assets held for sale of €nil (31 March 2021: €nil). For investment in associates the deferred tax expense arising on revaluation gains amounted to €5,676,000 (31 March 2021: €5,212,000). There is no deferred tax on the LTIP valuation.
4. Row 4 presents the net book value of goodwill which has been extracted from note 13 within the consolidated financial statements.
5. Row 5 presents the net book value of software and licences with definite useful life which has been extracted from note 13 within the consolidated financial statements.
6. Row 6 presents the fair value of financial liabilities and assets on the unaudited consolidated statement of financial position, net of any related deferred tax.
7. Row 7 presents the add-back of purchasers' costs in order to reflect the value prior to any deduction of purchasers' costs, as shown in the Valuation Certificate of Cushman & Wakefield LLP.
8. Row 8 presents the EPRA NRV, EPRA NTA and EPRA NDV, respectively, as at period end.
Table D - Adjusted profit before tax and funds from operations
| Unaudited six months ended 30 September 2021 €m | Unaudited six months ended 30 September 2020 €m |
Reported profit before tax1 | 78.2 | 62.2 |
Adjustments for: |
|
|
Gain on revaluation of investment properties2 | (48.4) | (31.9) |
Deficit on revaluation relating to leased investment properties3 | (3.1) | (1.6) |
Loss on disposals of properties4 | 0.4 | - |
Gain on loss of control of subsidiaries5 | (0.1) | - |
Deduct revaluation gain on investment property from associates and related tax6 | (1.5) | (1.3) |
Other adjusting items7 | 7.0 | 1.6 |
Change in fair value of financial derivatives8 |
(0.2) |
0.1 |
Adjusted profit before tax9 | 32.3 | 29.1 |
Adjustments for: |
|
|
Depreciation and amortisation (excluding depreciation relating to IFRS 16)10 | 0.9 | 0.8 |
Amortisation of financing fees11 | 1.0 | 0.8 |
Adjustment in respect of IFRS 1612 | 0.5 | (1.0) |
Current taxes incurred (see note 9)13 | (1.7) | (0.9) |
Add back current tax relating to disposals14 |
- |
0.3 |
Funds from operations15 | 33.0 |
29.1 |
Notes:
1. Row 1 presents profit before tax which has been extracted from the unaudited consolidated statement of comprehensive income within the consolidated financial statements.
2. Row 2 presents the gain on revaluation of investment properties which has been extracted from the unaudited statement of comprehensive income within the consolidated financial statements.
3. Row 3 presents the deficit on revaluation relating to capitalised head leases which has been extracted from note 12 within the consolidated financial statements.
4. Row 4 presents the gain or loss on disposal of properties which has been extracted from the unaudited consolidated statement of comprehensive income within the consolidated financial statements.
5. Row 5 presents the gain on loss of control of subsidiaries which has been extracted from the unaudited consolidated statement of comprehensive income within the consolidated financial statements.
6. Row 6 presents the revaluation gain on investment property relating to associates and related tax which has been extracted from note 10 within the consolidated financial statements and non-FFO related depreciation and amortisation of finance costs totalling €237,000 (30 September 2020: €nil) relating to associates.
7. Row 7 presents the total adjusting items which has been extracted from note 10 within the consolidated financial statements.
8. Row 8 presents the change in fair value of derivative financial instruments which has been extracted from the unaudited consolidated statement of comprehensive income within the consolidated financial statements.
9. Row 9 presents the adjusted profit before tax for the period.
10. Row 10 presents depreciation of plant and equipment and amortisation of intangible assets which have been extracted from note 5 within the consolidated financial statements.
11. Row 11 presents amortisation of capitalised finance costs which has been extracted from note 8 within the consolidated financial statements.
12. Row 12 presents the differential between the expense recorded in the unaudited consolidated statement of comprehensive income for the period relating to head leases in accordance with IFRS 16 amounting to €3.6 million (30 September 2020: €2.0 million) and the actual cash expense recorded in the unaudited consolidated statement of cash flow for the period amounting to €3.1 million (30 September 2020: €3.0 million).
13. Row 13 presents the total current income tax which has been extracted from note 9 within the consolidated financial statements.
14. Row 14 presents the current income tax charge relating to disposals of investment properties which has been extracted from note 9 within the consolidated financial statements.
15. Row 15 presents the funds from operations for the period.
Glossary of terms
Adjusted earnings | is the earnings attributable to the owners of the Company, excluding the effect of adjusting items net of related tax, gains/losses on sale of properties net of related tax, the revaluation gains/losses on the investment properties (also to associates) net of related tax, profits and losses on disposals of properties net of related tax, changes in fair value of derivative financial instruments net of related tax, gain on loss of control of subsidiaries net of related tax, finance restructuring costs net of related tax and adjustment on revaluation expense relating to leased investment properties |
Adjusted net asset value | is the assets attributable to the owners of the Company adjusted for derivative financial instruments at fair value and deferred tax arising on revaluation gain, financial derivative instruments and LTIP valuation |
Adjusted profit before tax | is the reported profit before tax adjusted for gain on revaluation of owned investment properties, gains/losses on sale of properties, changes in fair value of derivative financial instruments, other adjusting items, gain on loss of control of subsidiaries, revaluation gain on investment property relating to associates and related tax. |
Annualised acquisition net operating income | is the income generated by a property less directly attributable costs at the date of acquisition expressed in annual terms. Please see "annualised rent roll" definition below for further explanatory information |
Annualised acquisition rent roll | is the contracted rental income of a property at the date of acquisition expressed in annual terms. Please see "annualised rent roll" definition below for further explanatory information |
Annualised rent roll | is the contracted rental income of a property at a specific reporting date expressed in annual terms. Unless stated otherwise the reporting date is 30 September 2021. Annualised rent roll should not be interpreted nor used as a forecast or estimate. Annualised rent roll differs from rental income described in note 4 of the Interim Report and reported within revenue in the unaudited consolidated statement of comprehensive income for reasons including: • Annualised rent roll represents contracted rental income at a specific point in time expressed in annual terms • Rental income as reported within revenue represents rental income recognised in the period under review • Rental income as reported within revenue includes accounting adjustments including those relating to lease incentives |
Capital value | is the market value of a property divided by the total sqm of a property |
Cumulative total return | is the return calculated by combining the movement in investment property value net of capex with the total net operating income less bank interest over a specified period of time |
EPRA earnings | is earnings after adjusting the revaluation of investment properties, changes in fair value of derivative financial instruments, gains and losses on disposals of properties (net of related tax), the gain on loss of control of subsidiaries (net of related tax), refinancing costs, exit fees and prepayment penalties (collectively the "EPRA earnings adjustments"), deferred tax in respect of the EPRA earnings adjustments, NCI relating to gain on revaluation and gain on sale of properties net of related tax, revaluation gain on investment property relating to associates and the related tax thereon |
EPRA net reinstatement value | is the net asset value after adjusting for derivative financial instruments at fair value, deferred tax relating to valuation movements and derivatives and real estate transfer tax presented in the Valuation Certificate, including the amounts of the above related to the investment in associates |
EPRA net tangible assets | is the net asset value after adjusting for derivative financial instruments at fair value, deferred tax relating to valuation movements (just the part of the portfolio that the Company intends to hold should be excluded) and derivatives, goodwill and intangible assets as per the note reference in the unaudited consolidated statement of financial position, including the amounts of the above related to the investment in associates |
EPRA net disposal value | is the net asset value after adjusting for goodwill as per the note reference in the unaudited consolidated statement of financial position and the fair value of fixed interest rate debt including the amounts of the above related to the investment in associates |
EPRA net initial yield | is the annualised rent roll based on the cash rents passing as at the reporting date, less non-recoverable property operating expenses, divided by the market value of the property, increased by (estimated) purchasers' costs |
EPRA net yield | is the net operating income generated by a property expressed as a percentage of its value plus purchase costs |
Funds from operations | is adjusted profit before tax adjusted for depreciation and amortisation (excluding depreciation relating to IFRS 16), amortisation of financing fees, adjustment in respect of IFRS 16 and current tax excluding tax on disposals |
Geared IRR | is an estimate of the rate of return taking into consideration debt |
Gross loan to value ratio | is the ratio of principal value of total debt to the aggregated value of investment property |
Like for like | refers to the manner in which metrics are subject to adjustment in order to make them directly comparable. Like-for-like adjustments are made in relation to annualised rent roll, rate and occupancy and eliminate the effect of asset acquisitions and disposals that occur in the reporting period |
Net loan to value ratio | is the ratio of principal value of total debt less cash, excluding that which is restricted, to the aggregate value of investment property |
Net operating income | is the rental and other income from investment properties generated by a property less directly attributable costs |
Net yield | is the net operating income generated by a property expressed as a percentage of its value |
Occupancy | is the percentage of total lettable space occupied as at reporting date |
Operating cash flow on investment (geared) | is an estimate of the rate of return based on operating cash flows and taking into consideration debt |
Operating cash flow on investment (ungeared) | is an estimate of the rate of return based on operating cash flows |
Rate | is rental income per sqm expressed on a monthly basis as at a specific reporting date |
Senior Management Team | as set out on page 52 of the Group's Annual Report and Accounts 2021 |
Total debt | is the aggregate amount of the Company's interest-bearing loans and borrowings |
Total shareholder accounting return | is the return obtained by a shareholder calculated by combining both movements in adjusted NAV per share plus dividends paid |
Total return | is the return for a set period of time combining valuation movement and income generated |
Ungeared IRR | is an estimate of the rate of return |
WALE | is the weighted average lease expiry remaining |
Weighted average cost of debt | is the weighted effective rate of interest of loan facilities expressed as a percentage |
Weighted average debt expiry | is the weighted average time to repayment of loan facilities expressed in years |
Corporate directory
SIRIUS REAL ESTATE LIMITED
(Incorporated in Guernsey)
Company Number: 46442
JSE Share Code: SRE
LSE (GBP) Share Code: SRE
LEI: 213800NURUF5W8QSK566
ISIN Code: ISIN GG00B1W3VF54
Registered office
Trafalgar Court
2nd Floor
East Wing
Admiral Park
St Peter Port
Guernsey GY1 3EL
Channel Islands
Registered number
Incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended, under number 46442
Company Secretary
A Gallagher
Sirius Real Estate Limited
Trafalgar Court
2nd Floor
East Wing
Admiral Park
St Peter Port
Guernsey GY1 3EL
Channel Islands
UK solicitors
Norton Rose Fulbright LLP
3 More London Riverside
London SE1 2AQ
Financial PR
FTI Consulting LLP
Aldersgate Street
London EC1A 4HD
JSE sponsor
PSG Capital Proprietary Limited
1st Floor, Ou Kollege
35 Kerk Street
Stellenbosch
7600
South Africa
Joint broker
Peel Hunt LLP
120 London Wall
London EC2Y 5ET
Joint broker
Berenberg
60 Threadneedle Street
London EC2R 8HP
Property valuer
Cushman & Wakefield LLP
Rathenauplatz 1
60313 Frankfurt am Main
Germany
Independent auditors
Ernst & Young LLP
1 More London Place
London SE1 2AF
United Kingdom
Guernsey solicitors
Carey Olsen
PO Box 98
7 New Street
St Peter Port
Guernsey GY1 4BZ
Channel Islands
This announcement is not, does not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation or any offer to purchase or subscribe for or otherwise acquire, any securities of the [Company] nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contractual commitment or investment decision in relation thereto. This announcement does not constitute a recommendation regarding any securities.
This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United States.