Final Results

RNS Number : 2920O
TR Property Investment Trust PLC
29 May 2020
 

This announcement and the information contained herein is not for publication, distribution or release in, or into, directly or indirectly, the United States, Canada, Australia or Japan.

 

TR PROPERTY INVESTMENT TRUST PLC

Unaudited preliminary results for the year ended 31 March 2020

 

 

29 May 2020

 

 

TR Property Investment Trust plc, announces its full year results for the year ended 31 March 2020 (unaudited).

 

 

 

Financial Highlights and Performance

 

Year ended

31 March

2020

(unaudited)

Year ended

 31 March

2019

 

%

Change

BalanceSheet

358.11p

418.54p

-14.4%

Net asset value per share

Shareholders' funds (£'000)

1,136,453

1,328,254

-14.4%

Shares in issue at the end of the year (m)

317.4

317.4

+0.0%

Net debt1,6

7.6%

10.0%

 

 

 

 

 

SharePrice

 

 

 

Share price

317.50p

394.00p

-19.4%

Market capitalisation

£1,008m

£1,250m

-19.4%

 

 

Year ended 31 March

2020 (unaudited)

Year ended

 31 March

2019

%

Change

Revenue

14.62p

14.58p

+0.3%

Revenue earnings per share

 

 

 

 

Dividends2

 

 

 

Interim dividend per share

5.20p

4.90p

+6.1%

Final dividend per share

8.80p

8.60p

+2.3%

Total dividend per share

14.00p

13.50p

+3.7%

 

 

 

 

Performance: Assets and Benchmark

 

 

 

Net Asset Value total return 3,6

-11.5%

+9.1%

 

Benchmark total return6

-14.0%

+5.6%

 

Share price total return4,6

-16.8%

+6.2%

 

 

 

 

 

Ongoing Charges (%)5,6

 

 

 

Including performance fee

+0.80%

+1.10%

 

Excluding performance fee

+0.61%

+0.63%

 

Excluding performance fee and direct property costs

+0.59%

+0.61%

 

 

 

 

1. Net debt is the total value of loan notes, loans (including notional exposure to CFDs and Total Return Swap) less cash as a proportion of net asset value.

 

2. Dividends per share are the dividends in respect of the financial year ended 31 March 2020. An interim dividend of 5.20p was paid in January 2020. A final dividend of 8.80p (2019: 8.60p) will be paid on 4 August 2020 to shareholders on the register on 19 June 2020.

 

The shares will be quoted ex-dividend on 18 June 2020.

 

3. The NAV Total Return for the year is calculated by reinvesting the dividends in the assets of the Company from the relevant ex-dividend date. Dividends are deemed to be reinvested on the ex-dividend date as this is the protocol used by the Company's benchmark and other indices.

 

4. The Share Price Total Return is calculated by reinvesting the dividends in the shares of the Company from the relevant ex-dividend date.

 

5. Ongoing Charges are calculated in accordance with the AIC methodology. The Ongoing Charges ratios provided in the Company's Key Information Document are calculated in line with the PRIIPs regulation which is different to the AIC methodology.

 

6. Considered to be an Alternative Performance Measure as defined in the full report and accounts.

 

 

Chairman's Statement

 

Introduction

It was a punishing end to the year for the market and TR Property was no exception. For the year ended 31 March 2020, the Trust delivered a Net Asset Value (NAV) total return of -11.5% which although disappointing was ahead of the benchmark total return of -14.0%. The share price total return was lower at -16.8% as although the Trust's shares traded close to, and often at a premium to the Net Asset Value for a large part of the year, the discount widened as the sell-off in global equities began in mid-February. The share price ended the financial year at a discount to the Net Asset Value of 11.3%.

 

Rarely has any 12 month reporting period been so dominated by the events of the last six weeks of the financial year which moved the performance so considerably. For the first ten months of the year, pan European real estate equities were enjoying a benign economic backdrop. Although the outlook for global (and European) growth had been slowing in 2019, central banks around the world were determined to offer support through further easing of monetary policy. This benefited income focused assets such as property. The autumn was dominated by the reversal of the previously negative sentiment towards the UK with strong performance from domestic focused businesses including many property companies. This gained further momentum following the large Conservative majority at the General Election in December. As the new year got under way, earnings from companies we were invested in continued to show steady growth and, outside of the retail sector (which continued to experience structural headwinds), management teams remained confident of the return prospects for their businesses. As a result, up until mid-February performance was strongly positive.

 

However, the unprecedented impact of COVID-19 has swept aside much of the relevance of previous market conditions, for the time being. The enormous state support provided by governments and central banks is of course crucial but the pace and scale of the recovery in demand will dictate which parts of the property sector rebound and to what extent. The crisis has reinforced many long running convictions particularly around the further degrading of retail property rents, the growth of logistics and the stability of income from rented residential assets.

 

This crisis, like many others which markets have endured, reinforces the importance of liquidity and solvency. It is worth reciting that TR Property was established in 1905 and, as an Investment Trust, is a closed ended company meaning that its capital is permanent. This long-term confidence means the Trust can invest in illiquid assets such as direct property and smaller companies, in the knowledge that we will not be subject to a call for capital from investors as might happen with an open-ended equivalent.

 

Our closed-ended structure means we can concentrate entirely on the portfolio construction without concerns about redemptions. In turbulent markets investors will allocate a premium for liquidity, and this can lead to investment opportunities, particularly amongst temporarily unloved smaller companies. The Trust has a strong track record of patiently building positions in good quality smaller companies and our experience is that these businesses either grow, merge or get taken private if the public markets persistently undervalue them. The Manager's report which follows, provides some examples of these types of successes this year. The Trust's structure also enables us to own physical property and again over the years this has added value as well as providing our team with direct market intelligence. This year our physical  portfolio was a strong contributor to performance following several asset management successes. Therefore, these illiquid investments have often proved to be accretive to performance over time.

 

The longevity of permanent capital combined with an independent Board of directors whose responsibility and clear priority is to stakeholders, provides the foundation on which we are able to get the best from the manager. On the one hand, the manager is in no doubt that they are appointed, monitored and will be challenged as necessary, by the Board. On the other hand, the long-term nature of the Trust instils in the Manager a very strong commitment to the success of the Company. Long-term investors and especially those who have heard them speak will be in no doubt about the strength of that commitment.

 

Looking back over the last decade, the Trust has delivered a share price total return of 171% and a NAV total return of 157% versus a benchmark figure of 97%. This performance compares well to the FTSE All Share total return of 53% and the STOXX Europe (in EUR) total return of 72%. Income remains a crucial element of property's total return and our dividend payments over the same 10 year period (and including the final dividend announced today) have recorded a compounded annual growth rate of 9.3%.

 

Revenue Results and Dividend

 

Revenue earnings of 14.62p per share were marginally ahead of the prior year earnings of 14.58p. Although the interim earnings were 7.7% ahead of the prior year's interim earnings, changes to the portfolio in the second half of the period, together with some dividend suspensions very close to the year end resulted in lower second half income.

 

The Board has announced a final dividend of 8.80p bringing full year dividend to 14.00p an overall increase of 3.7% over the prior year dividend.

 

Revenue Outlook

 

A number of companies we invest in have announced dividend suspensions or cuts and others may follow. Therefore, we predict a fall in earnings for the next financial year. As detailed in the Manager's Report, the portfolio continues to seek income resilience wherever possible.

 

One of the advantages of the Investment Trust structure is that the Board is able to look at the underlying sustainable level of dividend and adjust the pay-out level accordingly. The Board has been consistently cautious with pay-out levels in recent years as often there have been one-off factors boosting income. The Company has a healthy level of revenue reserves which have been accumulated over time to provide resilience in the event of a crisis. These will be used to supplement short to medium term falls in earnings until such a time as conditions settle and the Board can determine the long-term income capability of the portfolio.

 

Net Debt and Currencies

 

We have added to the borrowing capacity of the Company during the financial year. A new facility widened our banking relationships, and an existing facility increased on renewal. These are all revolving annual facilities and provide flexibility to complement the longer-term private placement fixed term debt that we have in place.

 

The overall level of gearing began the year at 10.0% and closed at 7.6%. Over the year, gearing levels have fluctuated as market conditions and outlook have changed from a high of 14.5% in early December 2019 to a low of 5.2% in mid March 2020. With the year end gearing at 7.6% and UK investment property exposure of 7.8%, the Trust was marginally underweight equities against the benchmark.

 

Sterling ended the year around 3.5% weaker versus the Euro than at the beginning but traded through a 10% range. The average value of Sterling versus the Euro over the year was around 1% stronger than through the previous year. This had a small negative impact on earnings. Our currency strategy remains unchanged in that capital exposure is hedged to match that of the benchmark, but the income remains unhedged.

 

Discount and Share Repurchases

 

The discount of the share price to the Net Asset Value averaged just under 2%. However, for a large part of the year the share price stood close to or at a premium to the Net Asset Value. In common with the Investment Trust sector as a whole, the share price falls in late February and early March were ahead of the falls in the asset value and the discount widened sharply, ending the year at 11.3%.

 

There were no share repurchases in the year.

 

Board Changes

 

I have previously announced my intention to stand down from the Board at the forthcoming AGM, having served for a requisite period. I am succeeded as Chairman by David Watson who, as well as being extremely experienced and capable, has a thorough understanding of the Trust having been a director for over 8 years during which time he has served as Senior Independent Director and, until last year, as Chairman of the Audit Committee. I am also very grateful to Simon Marrison who continues to bring his considerable knowledge of the European property markets and will become the Senior Independent Director.

 

I have been particularly delighted to welcome two new appointments to the Board over the past year. As I mentioned in the Interim Report, Kate Bolsover joined the Board in October bringing a wealth of experience in Investment Trusts and at Board level. More recently, in January, I announced that Sarah-Jane Curtis had also joined bringing extensive experience in the London property sector, and particularly in retail.

 

These changes will help to ensure that this strong Board maintains a healthy balance of commercial experience, property and broader market skills, knowledge and expertise combined with fresh and independent thought.

 

Outlook

 

As we all know, the COVID-19 virus exacerbated by the collapse in oil prices, has disrupted financial markets and undermined global economic growth prospects.

 

The period of the pandemic and whether it will re-escalate once containment measures are relaxed, is unpredictable. Therefore, it is very difficult to gauge the extent of the impact as the timing of this document coincides with the first tentative steps in the relaxation of the lockdown across much of Europe.

 

One of the strong characteristics of property as an investment has been its healthy income prospects. It is  clear that rent receipts in the immediate future will be severely disrupted across many of the companies we are able to invest in and this will vary widely with consumption focused properties likely to face disruption for longer. However, it is pleasing to report high rates of rent collection from healthcare, logistics and rented residential; all sectors we favour.

 

There will be an increased polarisation between sectors; the acceleration of the structural decline of retail is an example of this. Those assets able to produce good quality income streams with potential for growth are likely to be defined more narrowly and be in greater demand. Consequently, the level of divergence between those businesses with growth prospects and those without has widened enormously due to the pandemic.

 

The low costs of borrowing and skinny yields on fixed income will remain a feature of the financial landscape, increasing the value of income particularly where it is index-linked. This will support the attractiveness of property as an asset class although not necessarily protect it against market fluctuations caused by macro events that move global equity markets, such as that which we have witnessed in the closing weeks of this financial year.

 

The delivery of performance in this environment requires a meticulous and rigorous approach to evaluating investment opportunities and this plays to the strengths of the strategic approach of the Trust and of the manager. TR Property has a long and successful track record of delivering solid performance by investing in strong management teams, in well-funded businesses with strong cash flows and the potential for earnings growth. We will maintain this approach combined with the mitigation of risk through a diverse portfolio invested across numerous submarkets and geographies.

 

Finally, I leave the Board with a strong sense of pride that TR Property is in extremely good hands with an impressive and eminently capable Board overseeing a manager with immense experience and a strong track record.

 

 

Hugh Seaborn

Chairman

 

28 May 2020

 

 

Manager's Report

 

Performance

 

The Net Asset Value total return for the year was -11.5%, the benchmark total return was a little poorer at -14.0%. Disappointingly, the share price total return was -16.8% as the discount to the net asset value widened in the period. Reviewing the performance of the Trust two months after the March year end always feels a little like appraising historical and sometimes outdated events. This time I can make that statement with absolute conviction. The first ten months of the financial year bear little resemblance to either of the last two (February and March) or indeed what has transpired even more recently.

 

The figures speak for themselves. From 31st March 2019 to 19th February 2020, the NAV rose +21.4%, the benchmark +17.1% and the share price total return reached +30.0% as the stock touched a record premium to asset value of 5%. February saw the peak and the beginning of the market correction which accelerated dramatically later in the month and on into March. The 20th February to 31st March 2020 performance was -27.2% for the NAV, -26.5% for the benchmark and -36.2% for the share price. The shares bore the additional impact moving from a 5% premium to a 11.3% discount.

 

Looking back, the steady march upwards in the asset value and the share price through 2019 reflected the  dual drivers of sound property market fundamentals (in our preferred markets) coupled with, in the second half of the period, the positive effect of the removal of a crucial amount of Brexit uncertainty. Whether one was in favour of that outcome or not was not the issue; markets prefer certainty and aided by the landslide Conservative majority the UK (where we were overweight) performed strongly. The collective outperformance of the UK's listed property companies versus their Continental European cousins is a  feature of the market we haven't seen for several years.

 

We entered the new year with some optimism that low inflation (and low rates) would underpin the hunt for income and support real estate values. In our preferred markets of logistics/industrial, offices in key major cities, rented residential and alternatives such as student accommodation and healthcare we saw steady demand and (in most cases) a lack of speculative supply leading to rising rental levels. This ambient environment was exemplified by the collective performance of the Swedish cohort of listed real estate companies. This group have traditionally operated not only with higher levels of gearing than the rest of the sector but also almost always focused on short term (and cheaper) finance. When future debt costs look stable (or falling) and the domestic economy is humming along these stocks do well. In 2019, they collectively returned 52.6% (in SEK). The proverbial canary was quite perky on its perch.

 

As highlighted in the Interim Report, I remain focused on those subsectors which I felt would continue to benefit from these fundamental market conditions. This meant that I stayed away from UK retail and increasingly that  applied to European shopping centre landlords as well. I have in the past highlighted that the decline in the values of UK retail property companies was on a faster trajectory than their European counterparts given the higher rate of online penetration, less affordable rents, higher property taxes and broad management ineptitude (principally too much leverage). Over the year, I have grown increasingly pessimistic for this asset class in all markets. Our underweight to both UK and European retail helped relative performance.

 

The one corner of the retail landscape to which these macro factors are far less applicable remains food. The UK is dominated by a small group of national operators. The existing store network is crucial to their online businesses. Even before the current crisis we liked the long income, covenant quality and operational necessity of key stores. Supermarket Income Reit (1.8% of assets) returned +13.4% in the year.

 

Whilst the exposure to our preferred sectors generally aided relative performance I, once again, suffered from our underweight to the two traditionally defensive regions namely Switzerland and Belgium. Stocks in both markets screen poorly on relative fundamental value but Swiss property companies had a very strong year, driven (we think), by the seemingly perpetual negative rate environment in Switzerland. Any stock yielding 3% seems to be a buy regardless of fundamentals. I shouldn't have been such a purist. However, they also perform well when investors are nervous and having outperformed in the first 9 months of the financial year they also did relatively well in February and March.

 

Once again the strongest performance came not only from our overweights to the best performing sectors but from key stocks within those sectors. The best example is Argan (4.1% of assets), the French logistics owner/developer. During the year the company acquired a portfolio of big box logistics units let to Carrefour increasing the portfolio size by 40% to 2.8m sq metres.  The stock's total return was a top performing +19.7% over the period.

 

The portfolio has some gearing although this was heavily reduced in late February and March. In a period of negative returns it is important to explain the rationale for having any at all. The Trust has often taken advantage of its closed ended structure and held a number of illiquid small cap stocks. These well run companies exposed to outperforming subsectors often suffered from investor oversight being deemed too small. As a consequence, in rising markets they often underperform their larger brethren (in market parlance their 'beta' is less than 1). Adding some gearing helps compensate for these lower beta names. Our experience is that over time the underlying property fundamentals would be recognised  and, if not, then the market would take them private or merge them together. In the last 18 months we have seen the privatisation of Green REIT (Ireland) and Terreis (France) alongside the merger of AJ Mucklow with LondonMetric. All of these situations added value to the portfolio as has our physical property portfolio (7.8% of assets) and this exposure also sits outside of our benchmark.

 

Offices

 

The resilience of the London office market in terms of both rents and capital values in 2019 surprised us. Our concerns that the Brexit 'drag' would defer decision-making appears to have had only a marginal impact. The key feature of the market has been the strong performance of new and Grade A space as companies continue to focus on the best quality environment for their workforce. The strongest forward looking indicator was that 60% of all space under construction and due to complete by the end of 2023 (12.5m sq ft) was under offer or pre-let. The impact of COVID 19 will be a deferral of both physical completions and potential starts  coupled with reduced demand due to fewer job creations. The first impact (reduced/deferred supply) is a positive and the second clearly a negative. The unknown is the scale of reduced demand. We expect the flexible office suppliers to  bear the brunt of this short term impact. According to CBRE estimates, if 25% of all flex space was returned to the market vacancy would rise to 6% overall. For context the 20 year average vacancy for Central London is 5%. Prime rents are currently £110 per ft in the West End and £73 per ft in the City with rent frees of c.20-24 months for a 10 year term certain. Incentives will rise and rents will come under pressure in the near term. However capital values may not fall significantly as London's prime office   yields didn't tighten over 2019 as investors still priced in Brexit uncertainty. As a result it looks cheaper than many of the European alternatives.

 

Across Europe, 2019 was another busy year for many office markets with occupier momentum maintained even in the face of a broader economic slowdown. There were numerous instances of markets beating pre-GFC rent peaks - Brussels, Berlin, Milan, Barcelona and Lyon to name a few. Office vacancy across Europe reached a record low of 5.8% (according to BNP Paribas). This positive occupation momentum also drove investor demand with yields tightening by 26bps to an average of 4.2% for the 40 markets analysed by them. Geneva, Paris and Hamburg all saw transactions break through the 3% initial yield level. The same themes run across these Continental European markets, a lack of high quality new space and little sign of a supply surge with a handful of small exceptions. This market backdrop will be helpful in a post COVID 19 environment where demand will be deferred and/or reduced.

 

Paris, as the largest office market in our universe warrants more detail. Take up at 2.1 million sqm was 6% lower than 2018 due to a smaller number of the largest transactions (+10,000 sqm). As importantly, the lack of take up in the CBD was actually a function of reduced supply, vacancy in Paris Inner City (the core of the CBD) was just 2.2%. However, not all sub-markets look that attractive. La Defense, traditionally a volatile market, saw no large transactions (over  20,000m²) in 2019 and where there is significant supply due in the next two years. Investment volumes reached €20.5bn, an increase of 7% on 2018 with 57 separate transactions over €100m. South Korean capital invested over €4bn.

 

Retail

 

It will come as little surprise that UK shopping centre transaction volumes reached multi-decade lows, totalling just £0.7bn of which local authorities (mainly buying in their own regions) comprised a third. The outlook for all retail continues to look bleak. I have written many times about the structural headwinds affecting the sector. Rents continue to fall as retailers trim their estates and rates (property taxes) don't correct in line with open market rents so becoming an ever greater burden for property owners who desperately try to reduce vacancies with more concessions to potential tenants. With future income streams so unstable it is not difficult to see why investors shy away and banks are nervous of lending.

 

Retail parks also continue to suffer significant value corrections. Income uncertainty, particularly in a post COVID 19 world, is a real issue. In April 2020, Orion Capital walked away from its £21m deposit having contracted to buy £400m of retail parks from Hammerson such were their concerns about the value of these assets looking forward.

 

Online penetration continues its inexorable rise and is close to reaching 25% of all retail sales (ex food and fuel) in the UK by 2023 (Forrester's research). Whilst this is a much higher level than any other European market, one feature of the lockdown has been the introduction of online purchasing to a whole new group of consumers particularly in markets with low levels of penetration such as Italy and Spain. Forrester's estimate that Western Europe's online sales will be 18% of total sales by 2024 up from 11.8% in 2018. Even prior to the current crisis investor appetite for European shopping centres was beginning to wane. Unibail had spent most of a year attempting to sell up to €5bn of French assets. With their year end results in February they were able to announce  an agreement to sell a partial interest in a reduced portfolio of €3bn. Shopping habits have been evolving at varying paces across different cultural and demographic groups; this crisis has accelerated that evolution. Retailers and investors will all be responding to these changes in behaviour. However globally all retailers' business models will continue to require a lot less space and at a lower cost.

 

Distribution and Industrial

 

The supply response to sustained demand particularly in the UK 'big box' units did reduce the rate of rental growth over the last 18 months. This return to more sustainable levels of rental growth is healthy. However last mile logistics across Europe, particularly in dense conurbation and suburban markets, remain highly sought after. For this relatively new form of property usage there are literally not enough suitable sites and rent is a modest element of the business overhead. Being in the right place is far more important. We experienced this first hand in November with the lease renewal of our 50,000 sq ft 'last mile' logistics unit on the edge of Bristol. The new rent was agreed at 47% ahead of the previous passing.

 

European logistics take up also powered ahead reaching 26.5million sqm, 5% ahead of the five year average (Savills data). Vacancy rates remain below long term averages which is a surprise given the contraction in Eurozone manufacturing PMI data over the year. Our view is that structural shifts in supply chains and  business practice remain a powerful force. Despite the well flagged reduction in German automotive production, Poland - seen as a potential victim of that slowdown - recorded its second highest take up figure ever.

 

Investment levels remain elevated with transaction volumes reaching €36bn, 6% ahead of the 2018 figure. The weight of capital compressed yields by an average of 37bps. We don't expect this to be repeated in 2020 given the heightened uncertainty but two key drivers remain in place. Firstly, the continued structural demand for logistics space and, secondly the acceptance by occupiers of long leases reflecting their capital spend on each site. These factors will maintain, if not fuel, investor demand for this asset class.

 

Residential

 

We have maintained our exposure to the private rented sector (PRS), with the bulk of our exposure in Germany but also Sweden, Finland and the UK. In Germany and Sweden rents are regulated (and below open market levels) and the value of these apartment buildings are below the cost of reconstruction. The rate of rental growth does bear some relation to open market growth rates and in sub-markets with rapidly rising private rental levels, such as Berlin, there has been a political drive to control the pace of growth even in regulated rents. Notwithstanding the Berlin situation we remain convinced that this sector offers both income security (close to 100% occupation rates) and rental growth.

 

In the UK, the number of households in PRS has more than doubled between 2000 and 2013 whilst the number of mortgaged occupiers fell by 1.5m (Savills). This reflected both increasing barriers to home ownership (higher deposits etc) but also the huge increase in 'buy to let' (BtL) amateur landlords. Over the last 4 years mainly due to changes in the tax regime the UK has seen a fall in the number of BtL units. Further regulatory changes which will reduce fees which can be charged to tenants, cap deposits and the abolition of no-fault evictions will further reduce this large, disparate group of private landlords. We expect a professional PRS to continue to grow rapidly and absorb tenant demand which is no longer catered for in the traditional 'mom and pop' operation. Compared to Germany and Sweden the professionalisation of the sector in the UK is embryonic. However it will grow and the underlying structural drivers of demand and lack of supply remain attractive.

 

Finland is a new market for us where we have invested through the recent capital raising in Kojamo. This long established (1969) business initially listed in 2018 and now has over 35,000 apartments primarily in the Helsinki region. Finland does not have rent controls and this business is at the forefront of digitising the residential management process driving up margins with occupancy of over 97%.

 

Alternatives

 

These sub-sectors are now a core element of the portfolio and include self storage, student accommodation, healthcare, supermarkets and leisure/hotels. Prior to the current crisis each of these subsectors was enjoying attractive (or at least ambient) market conditions. This was because they either offered long, often index-linked income (healthcare, supermarkets) or they were enjoying structural growth (self-storage, student accommodation).

 

During the year we saw heightened corporate activity with Unite, our student accommodation stock, purchasing Liberty Living (which we welcomed). Primary Health Properties acquiring Medicx was also a strongly accretive deal.

 

The COVID-19 crisis has driven huge divergence in the performance of this group with the healthcare and supermarket names being amongst the top performers in our universe whilst student accommodation and budget hotels have, as expected, suffered from a complete demand strike. In the case of student accommodation we expect recovery to be rapid once universities reopen but for hotels and leisure the process of growing occupancy will be much slower.

 

Debt and Equity Markets

 

The ongoing record low costs of debt meant that refinancing remains a popular activity for a broad range of property companies. EPRA recorded £14.4bn of  debt raised in the period which was a lower run rate than previous years and reflects the fact that interest rates have been so low for so long that companies have, in most cases, completed all the debt cost reduction they can. The prize for this year's cheapest bond issuance goes, unsurprisingly given the negative rate environment, to a Swiss property company. Swiss Prime Site raised CHF 157m at 0.375% maturing in 2031.

 

There were no IPOs in the year but we did see £5.3bn of capital raisings. These were dominated by businesses raising capital to make corporate acquisitions. These included Vonovia raising €744m to aid its acquisition of Victoria Park in Sweden and Unite (£290m) to aid the purchase of Liberty Living. Healthcare names were also busy. Aedifica, raised €600m to acquire a UK portfolio (£450m). Primary Health Properties and Target Healthcare raised £675m between them to aid expansion.

 

Aroundtown, the aggressively expanding German commercial and residential investor was the most prolific issuer of debt, raising a total of €3.0bn in a mix of straight bonds, senior unsecured and perpetual subordinated notes.

 

Property Shares

 

Property equity markets moved broadly sideways until late July when the background (rumbling) noise of the Brexit debacle once again rose in volume and pitch, driving investors away from UK domestic stocks. Property companies are a disproportionately large component of UK domestic 'baskets' due to their high level of GBP earnings. UK property names which had been weakening over the summer fell -7.5% in the first two weeks of August. What was almost more surprising was the subsequent rally for UK property shares which then ran from mid August right up to the start of the COVID 19 crisis. Over the late summer and into the autumn, investors changed their views entirely with PM Johnson appearing to be more determined than ever to drive matters to a conclusion. The landslide Conservative victory in the December General Election under the slogan 'Get Brexit Done' gave them the mandate to do exactly that and a huge chapter of pan European history duly closed. UK property stocks continued to climb as the uncertainty dissipated recording +28% gains between mid August and mid February.

 

Continental stocks returned +22% over the same period which keeps the scale of the 'relief rally' in perspective. So, what drove property stocks upwards outside of the UK's particular political situation? Once again the central banks have played a leading role in investor behaviour. ECB President Draghi delivered his parting shot, another rate cut and a renewed bond buying programme. More QE saw the 10-year Bund yield fall to -0.6% at the end of September and then rally into 2020 reaching -0.2% in early January. Whilst a significant pricing rally for bondholders the nominal yield remained negative. Property income continued to offer a much higher yield than corporate bonds as well as an opportunity to participate in rental growth and development gains.

 

However this ambient economic environment came to a grinding halt in mid February as global equity markets began to price in the real threat from COVID-19. Between 19th February and 18th March, the pan European property equity benchmark fell -35.7% but then recovered somewhat to record a six week fall to the end of March of -26.5%. The last six weeks of the financial year drove the 12 month returns from the sector (and this Trust) from double digit positive to double digit negative.

 

The sell off was hugely dramatic and market conditions since then have been immensely volatile. However at the stock and sub-sector level there has been a clear pattern of investment sentiment. With risk premiums rising and income sustainability falling investors have focused on those businesses with the strongest income profiles whilst avoiding the most leveraged entities. Healthcare, PRS, supermarkets, logistics have all outperformed whilst those businesses let to consumer facing companies have fared much more poorly. Non-food retail, leisure, bars, restaurants, cinemas and gyms have all seen a collapse in income. As investors are well aware, all shopping centre names had underperformed the wider property equity market long before this crisis as they continued to grapple with the structural shifts in consumer behaviour. We believe that this ongoing evolution will accelerate as safety (avoiding a busy shopping centre) joins cost and convenience as drivers of online growth.

 

Whilst the sell off since mid February has been very dramatic, the performance at the subsector level has been rational with investors focused on owning those businesses with the strongest income streams, and avoiding those which will experience the greatest valuation falls which may evolve to balance sheet risk. It will come as little surprise that German and Swedish residential names have performed well, not only in this crisis but also prior to it. With rents controlled below open market levels and occupancy at close to 100% the defensive characteristics are clear. The one area of concern is the political risk of even more stringent rent controls as we have seen in Berlin (covered extensively in the Interim Report) but we now believe the likelihood of contagion to elsewhere in Germany is low.

 

Scandinavian property companies were strong relative performers this year. Almost all Nordic property companies operate with higher leverage and shorter duration debt structures than the average pan European property company. The ongoing dovish response of the Riksbank (mirroring the ECB) was to supercharge earnings expectations given the strong performance of the Swedish (in particular) economy. As the current crisis evolved, we have been surprised at how well many of these companies with elevated debt levels have performed. The 'light touch' approach to lockdown and high quality healthcare systems coupled with lower population densities across the region have all contributed to better investor expectations.

 

Logistics and light industrial were already the sub-sector outperformers (again) as we entered the last quarter of the financial year. Increased online purchasing as well as supply chain disruption will lead to greater demand for warehousing. Industrial based businesses will return to work before densely populated offices. The case for relative outperformance of companies such as Segro, LondonMetric, Tritax Bigbox, Argan, Warehouses de Pauw, VIB Vermoegen, Montea and Catena is clear. The issue is how far is this already reflected in pricing.

 

Investment Activity

 

Turnover (purchases and sales divided by two) totalled £440m, equating to 32% of the average net assets over the period. This compares to £262m (20% of average assets) in the previous 12 months. There were two major drivers of this increased turnover. Firstly, the Brexit debate in the first half of the year resulted in significant changes in our UK exposure. Added to this was the significant degearing in February and March, only for reinvestment to take place in late March. The other major factor was heightened corporate activity. This year we saw the privatisation of Green REIT which was acquired by a private equity investor group, Henderson Park. At our peak position the investment reached 4% of net assets. The shares had traded at between €1.30 and €1.60 per shares for much of the company's 4 year life. Management (large owners of  equity) were, quite rightly, frustrated by the persistent discount to net asset value and put the business up for sale. The exit price was a very satisfactory €1.94 per share. Much more real estate is owned privately than publicly and if public capital markets won't value it fairly then privatisation is inevitable. We are therefore drawn to businesses with family and management ownership where we see alignment. A&J  Mucklow, the family run West Midlands industrial owner/developer was a case in point. The Trust owned 5% of the company and supported the agreed takeover by LondonMetric in May last year.

 

The residential sector remains a popular asset class and we saw multiple capital events. Kojamo in Finland raised capital after listing in 2018. Swedish neighbour, John Mattson was a small IPO of a Stockholm focused affordable housing landlord which rose 27% on its debut. Later in the year, another small Swedish residential business, Hembla was acquired by the German behemoth Vonovia. Back in Germany, ADO Properties which has a Berlin focused portfolio acquired Adler, the owner of lower quality residential units across Germany. We don't own these businesses.

 

Elsewhere in Germany we saw a very convoluted series of transactions between Aroundtown and TLG, more akin to a soap opera. In series 1, we saw TLG acquire c.2/3 of Aroundtown's founder's holding at a significant premium to the undisturbed share price. Attached to this deal, TLG announced a potential merger with Aroundtown but that would require a large capital raise given that they were the much smaller cousin. In series 2, minority institutional investors (such as us) are astonished to hear that the deal has reversed with Aroundtown now acquiring TLG. Due to the Luxembourg listing the transaction doesn't require an EGM so minority shareholders couldn't reach for the red button on their remote controls.

 

In Spain, we were pleased to see Arima announce a €150m raise with Ivanhoe Cambridge as a new cornerstone investor. We backed this business at IPO in 2018 which saw the return to the listed sector of the management team behind Axiara which was acquired by Colonial in 2018.

 

Revenue and Revenue Outlook

 

Earnings at 14.62p for the year were only marginally ahead of the prior year level of 14.58p. Although earnings at the interim stage were ahead of the prior year by some 6.7%, growth in the second half of the year had been expected to be slower than in the first half and this was compounded by market events as the impact of the COVID-19 pandemic became evident. Investment turnover has been greater than usual in the current year, particularly in the second half. Portfolio repositioning reduced gearing and saw further reductions in exposure to a range of high yielding names particularly European retail stocks many of whom previously paid dividends close to our year end. In addition, the cancellation of the Landsec interim dividend (after it had been declared) close to the year-end added to the reduction.

 

Although these changes sacrificed some income in the year under review, the portfolio rotation increases exposure to sectors where we believe income streams are both more secure and sustainable. However these invariably carry a lower dividend yield.

 

Since mid March we have seen a range of further company announcements of either dividend cancellations, reductions or deferrals which will impact upon the forthcoming year. Our view is that some of these were precautionary as the companies evaluate their income risk and ensure their balance sheets are as robust as possible. We are also encouraged by the large number of companies who have reconfirmed their dividend forecasts and payout ratios. For the more precautionary names, we don't expect the return to a clear picture of distributions until the path out of lockdowns across Europe has successfully materialised.

 

In our own direct property portfolio, we are well positioned, evidenced by a strong rent collection rate in April. Our non-food retail exposure is limited to two retail units and a gym, whilst our largest tenant is Waitrose. At Wandsworth we have some smaller occupiers exposed to the hospitality sector where we have negotiated rental deferrals or new lease terms. The overall expected drop in income from our direct portfolio is not material.

 

Although we expect the earnings to fall next year, as the Chairman has pointed out, as an Investment Trust we have the luxury of being able to call on income reserves to supplement dividends, until the longer term revenue pattern emerges.

 

Gearing and Debt

 

Over the first 10 months of the financial year, the levels of borrowing remained in a tight band of between 10% and 13% of assets. Through February and March the absolute amount of borrowings fell by £50m through short term loan repayments and £20m (notional debt) through the reduction in exposure through CFDs, but due to the dramatic share price reductions the gearing ratio only fell from a high of 13.9% in early February to a low of 5.2% in late March. In the last few days of the year the gearing increased again to 7.6%. Given the increased levels of market risk it may surprise investors that we had any gearing in the Trust at the year end. The physical portfolio accounts for 7.8% of our investment exposure and adjusting for that, the Trust was ungeared to the equity market.

 

It is important that we have the ability to gear when the conditions are favourable and, as the Chairman has commented, we added to the short term debt facilities available during the year with a new relationship and loan facility of £20m with the ICBC and adding a further £25m to our facility with RBS. In addition, a new derivative instrument which commercially is very similar to a CFD was added which has widened the counterparties available to us for derivative transactions.

 

Direct Property Portfolio

 

The physical property portfolio produced a total return of +8.5%, a combination of +5.3% capital return and income return of +3.2%. The capital return was driven by a variety of asset management initiatives across the portfolio from refurbishments, lease renewals and planning gains set off by reductions in the value of our city centre non-food retail units.

 

The sale of our office building in Harlow, was reported at the interim. The property was sold for £10.5m which reflects a net profit over the book cost of 3%.

 

At the Colonnades in Bayswater, we completed the refurbishment of the old public house which included the separation of the 3 bed flat and the recladding of the pub. Towards the end of the year we completed the sale of the flat for £2.02m  which reflected a price of just over £1,500 per sq. ft. We were waiting for a sale of the flat before marketing the public house which is an interesting space and will allow an occupier some really exciting fit out possibilities.

 

As mentioned earlier, in February we completed the lease extension on our last mile logistics unit in north Bristol. The tenant has taken a new 5 year lease at a rent which reflects an increase of 47% on the previous rent.

 

The largest valuation gain was at our industrial estate in Wandsworth. We received, subject to a s.106 agreement, planning permission to redevelop the 35,000 sq. ft. industrial estate. The consent is for 106 residential units, 55,000 sq. ft of office space and 62,500 sq ft of light industrial. The development of this mixed-use scheme will significantly transform this dated 1970s industrial estate into a modern mixed-use destination adjacent to Wandsworth Town train station.

 

Outlook

 

At the time of writing much of the world is in the grip of the second phase of the COVID 19 dilemma. Infection and death rates have been brought under control through the strict discipline of lockdown and social distancing. However the huge economic cost of effectively furloughing vast swathes of the economy means that this strategy must now evolve quickly to restart business and consumption. The dilemma is over the pace, timing and focus of the relaxation of the lockdown across so many countries, each with their own set of particular issues. The lack of visibility makes forecasting extremely difficult. However there are several market features which look sustainable. Firstly the commitment of central banks and governments (to varying degrees) to support the recovery. This means that the challenge from this crisis is less about liquidity and more about solvency. Which brings me to my second point. We will remain focused on those businesses where we are confident of the underlying tenants' ability to pay. Borrowing will remain very cheap and banks will remain accommodative. At this stage we see the issue as one of tenant demand not leverage risk. At the sector level, some outcomes seem highly predictable while others are much more balanced. The structural shifts in consumer behaviour, particularly towards online retailing will, in our view, accelerate. Other behavioural adjustments such as increased home working would logically impact office demand but that may be offset by reduced desk densities. Decentralised offices may prove more attractive than skyscrapers but such questions will be answered in years not months.

 

In the near term we will continue to protect the Company from those business strategies most at risk whilst acknowledging that income has become an even more precious commodity. The right type of real estate will

continue to deliver that income.

 

On a personal note, I would like to extend a huge thank you to Hugh Seaborn for all his unwavering support and wise counsel over a great many years. He joined the Board in July 2007 just as we entered an earlier crisis and then guided us through further choppy times after becoming Chairman in 2016. He has been instrumental in assembling the current Board and their collective experience will be hugely important to the Trust as we weather this current crisis.

 

Marcus Phayre-Mudge

Fund Manager

28 May 2020

 

 

Overview of strategy, performance measurement and risk management

 

Investment Objective and Benchmark

 

The Company's Objective is to maximise shareholders' total return by investing in the shares and securities of property companies and property related businesses internationally and also in investment property located in the UK.

 

The benchmark is the FTSE EPRA/NAREIT Developed Europe Capped Net Total Return Index in Sterling. The index, calculated by FTSE, is free-float based and currently has 108 constituent companies. The index limits exposure to any one company to 10% and reweights the other constituents pro-rata. The benchmark website www.epra.com contains further details about the index and performance.

 

Business Model

 

The Company's business model follows that of an externally managed investment trust.

 

The Company has no employees. Its wholly non-executive Board of Directors retains responsibility for corporate strategy; corporate governance; risk and control assessment; the overall investment and dividend policies; setting limits on gearing and asset allocation and monitoring investment performance.

 

The Board has appointed BMO Investment Business Limited as the Alternative Investment Fund Manager with portfolio management delegated to Thames River Capital LLP. Marcus Phayre-Mudge acts as Fund Manager to the Company on behalf of Thames River Capital LLP and Alban Lhonneur is Deputy Fund Manager. George Gay is the Direct Property Manager and Joanne Elliott the Finance Manager. They are supported by a team of equity and portfolio analysts.

 

Further information in relation to the Board and the arrangements under the Investment Management Agreement can be found in the Report of the Directors on pages in the full report and accounts.

 

In accordance with the AIFMD, BNP Paribas has been appointed as Depositary to the Company. BNP Paribas also provide custodial and administration services to the Company. Company secretarial services are provided by Link Company Matters.

 

The specific terms of the Investment Management Agreement are set out on in the full report and accounts.

 

Strategy and Investment Policies

 

The investment selection process seeks to identify well managed companies of all sizes. The Manager generally regards future growth and capital appreciation potential more highly than immediate yield or discount to asset value.

 

Although the investment objective allows for investment on an international basis, the benchmark is a Pan-European Index and the majority of the investments will be located in that geographical area. Direct property investments are located in the UK only.

 

As a dedicated investor in the property sector the Company cannot offer diversification outside that sector, however, within the portfolio there are limitations, as set out below, on the size of individual investments held to ensure diversification within the portfolio.

 

Asset allocation guidelines

 

The maximum holding in the stock of any one issuer or of a single asset is limited to 15% of the portfolio at the point of acquisition. In addition, any holdings in excess of 5% of the portfolio must not in aggregate exceed 40% of the portfolio.

 

The Manager currently applies the following guidelines for asset allocation:

 

UK listed equities

25 - 50%

Continental European listed equities

45 - 75%

Direct Property - UK  

0 - 20%

Other listed equities  

0 - 5%

Listed bonds  

0 - 5%

Unquoted investments  

0 - 5%

 

 

 

 

 

 

 

Gearing

 

The Company may employ levels of gearing from time to time with the aim of enhancing returns, subject to an overall maximum of 25% of the portfolio value.

 

In certain market conditions the Manager may consider it prudent not to employ gearing on the balance sheet at all, and to hold part of the portfolio in cash.

 

The current asset allocation guideline is 10% net cash to 25% net gearing (as a percentage of portfolio value).

 

Property Valuation

 

Investment properties are valued every six months by an external independent valuer. Valuations of all the Group's properties as at 31 March 2020 have been carried out on a "Red Book" basis and these valuations have been adopted in the accounts.

 

Allocation of costs between Revenue & Capital

 

On the basis of the Board's expected long-term split of returns in the form of capital gains and income, the Group charges 75% of annual base management fees and finance costs to capital. All performance fees are charged to capital.

 

Holdings in the Investment Companies

 

It is the Board's current intention to hold no more than 15% of the portfolio in listed closed-ended investment companies.

 

Some companies investing in commercial or residential property are structured as listed externally managed closed-ended investment companies and therefore form part of our investment universe. Although this is not a model usually favoured by our Fund Manager, some investments are made in these structures in order to access a particular sector of the market or where the management team is regarded as especially strong. If these companies grow and become a larger part of our investment universe and/or new companies come to the market in this format the Manager may wish to increase exposure to these vehicles. If the Manager wishes to increase investment to over 15%, the Company will make an announcement accordingly.

 

Key Performance Indicators

 

The Board assesses the performance of the Manager in meeting the Trust's objective against the following Key Performance Indicators ("KPIs"):

 

KPI

Board monitoring and outcome

Net Asset Value Total Return relative to the benchmark

The Directors regard the out-performance of the Company's net asset value total return in performance in comparison with the benchmark as being an overall measure of value delivered to the shareholders' over the longer-term.

 

 

· The Board reviews the performance in detail at each meeting and discusses the results and outlook with the Manager.

 

Outcome

1 year

5 years

NAV Total Return* (Annualised)

-11.5%

5.4%

Benchmark Total Return (Annualised)

-14.0%

2.4%


* NAV Total Return is calculated by re-investing the dividends in the assets and the Company from the relevant ex-dividend date. Dividends are deemed to be re-invested on the ex-dividends date for the benchmark.

 

Delivering a reliable dividend which is growing over the longer term

The principal objective of the Company is a total return objective, however, the Fund Manager also aims to deliver a reliable dividend with growth over the longer term.

 

· The Board reviews statements on income received to date and income forecasts at each meeting.

 

Outcome

1 year

5 years

Compound Annual Dividend Growth*

3.7%

12.7

Compound Annual RPI

2.6%

2.6%

 

* The final dividend in the time series divided by the initial dividend in the period raised to the power of 1 divided by the number of years in the series.

 

The Discount or Premium at which the Company's shares trade compared with Net Asset Value

Whilst expectation of investment performance is a key driver of the share price discount or premium to the Net Asset Value of an investment trust over the longer-term, there are periods when the discount can widen. The Board is aware of the vulnerability of a sector-specialist trust to a change of investor sentiment towards that sector, or to periods of wider market uncertainty, and the impact that can have on the discount.

 

 

 

 

 

· The Board takes powers at each AGM to buy-back and issue shares. When considering the merits of share buy-back or issuance, the Board looks at a number of factors in addition to the short and longer-term discount or premium to NAV to assess whether action would be beneficial to shareholders overall. Particular attention is paid to the current market sentiment, the potential impact of any share buy-back activity on the liquidity of the shares and on Ongoing Charges over the longer term.

 

Outcome

1 year

5 years

Average discount*

2.0%

4.9%

Total number of shares repurchased

Nil

Nil

 

* Average daily discount throughout the period of share price to NAV. with income. Source: Bloomberg.

Level of Ongoing Charges

The Board is conscious of expenses and aims to deliver a balance between excellent service and costs.

 

The AIC definition of Ongoing Charges includes any direct property costs in addition to the management fees and all other expenses incurred in running a publicly listed company. As no other investment trusts hold part of their portfolio in direct property (they either hold 100% of their portfolio as property securities or as direct property), in addition to Ongoing Charges as defined by the AIC, this statistic is shown without direct property costs to allow a clearer comparison of overall administration costs with other funds investing in securities.

 

The Board monitors the Ongoing Charges, in comparison to a range of other Investment Trusts of similar size, both property sector specialists and other sector specialists.

 

· Expenses are budgeted for each financial year and the Board reviews regular reports on actual and forecast expenses throughout the year.

 

Outcome

1 year

5 years

Ongoing charges excluding performance fees

0.61%

0.66%

Ongoing charges excluding performance fees and Direct Property Costs

0.59%

0.62%

 

 

 

· The ongoing charges are competitive when compared to the peer group.

Investment Trust Status

The Company must continue to operate in order to meet the requirements for Section 1158 of the Corporation Tax Act 2010.

· The Board reviews financial information and forecasts at each meeting which set out the requirements outlined in Section 1158.

· The Directors believe that the conditions and ongoing requirements have been met in respect of the year to 31 March 2020 and that the Company will continue to meet the requirements.

 

The KPIs are considered to be Alternative Performance Measures as defined later in the announcement.

 

Principal Risks and Uncertainties

 

In delivering long-term returns to shareholders, the Board must also identify and monitor the risks that have been taken in order to achieve that return. The Board has included below details of the principal risks and uncertainties facing the Company and the appropriate measures taken in order to mitigate these risks as far as practicable.

 

The Board also considers new and emerging risks adding appropriate monitoring and mitigation measures accordingly.

 

The impact of the COVID-19 pandemic, the response of financial markets, ongoing impact on economies around the world and operational changes in response to government guidelines has increased some of the risks listed below in comparison with the prior year.

 

Risk Identified

Board monitoring and mitigation

Share price performs poorly in comparison to the underlying NAV

The shares of the Company are listed on the London Stock Exchange and the share price is determined by supply and demand. The shares may trade at a discount or premium to the Company's underlying NAV and this discount or premium may fluctuate over time.

· The Board monitors the level of discount or premium at which the shares are trading over the short and longer-term.

· The Board encourages engagement with the shareholders. The Board receives reports at each meeting on the activity of the Company's brokers, PR agent and meetings and events attended by the Fund Manager.

· The Company's shares are available through the BMO share schemes and the Company participates in the active marketing of these schemes. The shares are also widely available on open architecture platforms and can be held directly through the Company's registrar.

· The Board takes the powers to buy-back and to issue shares at each AGM.

Poor investment performance of the portfolio relative to the benchmark

The Company's portfolio is actively managed. In addition to investment securities the Company also invests in commercial property and accordingly, the portfolio may not follow or outperform the return of the benchmark

 

· The Manager's objective is to outperform the benchmark. The Board regularly reviews the Company's long-term strategy and investment guidelines and the Manager's relative positions against these.

· The Management Engagement Committee reviews the Manager's performance annually. The Board has the powers to change the Manager if deemed appropriate.

Market risk

 

Both share prices and exchange rates may move rapidly and adversely impact the value of the Company's portfolio.

 

Although the portfolio is diversified across a number of geographical regions, the investment mandate is focused on a single sector and therefore the portfolio will be sensitive towards the property sector, as well as global equity markets more generally.

 

Property companies are subject to many factors which can adversely affect their investment performance, these include the general economic and financial environment in which their

tenants operate, interest rates, availability of investment and development finance and regulations issued by governments and authorities.

 

As highlighted since the result of the UK  referendum in June 2016, parts of the UK property market may be adversely affected by Brexit. Although we are now in the withdrawal period, the negotiations continue and until the structure of our future relationship with Continental Europe is clearer we cannot fully assess the likely final

impact on occupation across each sector.

 

The impact of Brexit has been dwarfed by the COVID-19 global pandemic. This has created unprecedented uncertainty regarding the impact on economies and property markets around the world both in the short and longer term.

 

Any strengthening or weakening of Sterling in response to either COVID-19 or Brexit will have a direct impact as a proportion of our Balance Sheet is held in non-GBP denominated currencies. The

currency exposure is maintained in line with the benchmark and will change over time. As at 31 March 2020, 73% of the Trust's exposure lies to currencies other than GBP.

 

· The Board receives and considers a regular report from the Manager detailing asset allocation, investment decisions, currency exposures, gearing levels and rationale in relation to the prevailing market conditions.

· The report considers the potential impact of Brexit and the Manager's response in positioning the portfolio.

· The report considers the current and potential future impact of the COVID-19 pandemic and the ongoing implication for the property market and valuations overall and by each sector.

 

The Company is unable to maintain dividend growth

Lower earnings in the underlying portfolio putting pressure on the Company's ability to grow the dividend could result from a number of factors:

 

· lower earnings and distributions in investee companies. Companies are being negatively impacted by the COVID-19 pandemic. Lockdown and companies furloughing employees has had an immediate impact and companies in some sectors have already cancelled or reduced dividends as a precautionary measure to protect their balance sheets in the short term. We expect this to continue until the longer term implications are understood;

 

· prolonged vacancies in the direct property portfolio and lease or rental renegotiations as a result of COVID-19;

 

· strengthening Sterling reducing the value of overseas dividend receipts in Sterling terms. The Company has seen a material increase in the level of earnings in recent years. A significant factor in this was the weakening of Sterling following the Brexit decision. This may reverse in the near or medium term as the longer term implications of Brexit and the COVID-19 pandemic and the impact on the UK and European economies are understood, leading to a fall in earning;

 

· adverse changes in the tax treatment of dividends or other income received by the Company; and

 

· changes in the timing of dividend receipts from investee companies.

 

· The Board receives and considers regular income forecasts.

· Income forecast sensitivity to changes in FX rates is also monitored.

· The Company has revenue reserves which can be drawn upon when required.

· The Board will continue to monitor the impact of COVID-19 and the long term implications for income generation.

Accounting and operational risks

Disruption or failure of systems and processes underpinning the services provided by third parties and the risk that these suppliers provide a sub-standard service.

 

The impact of the COVID-19 pandemic and the operational response from the manager and service providers has been considered.

· Third party service providers produce periodic reports to the Board on their control environments and business continuation provisions on a regular basis.

· The Management Engagement Committee considers the performance of each of the service providers on a regular basis and considers their ongoing appointment and terms and conditions.

· The Custodian and Depository are responsible for the safeguarding of assets. In the event of a loss of assets the Depository must return assets of an identical type or corresponding amount unless able to demonstrate that the loss was the result of an event beyond their reasonable control.

· Monitoring the quality and timeliness of service as service providers respond to COVID-19 regulations and guidelines, in particular with widespread home working and consideration of the durability of the arrangements.

Financial risks

The Company's investment activities expose it to a variety of financial risks which include counterparty credit risk, liquidity risk and the valuation of financial instruments . Any impact of the COVID-19 pandemic has been considered.

 

· Details of these risks together with the policies for managing these risks are found in the Notes to the Financial Statements in the full Annual Reports and Accounts.

Loss of Investment Trust Status

The Company has been accepted by HM Revenue & Customs as an investment trust, subject to continuing to meet the relevant eligibility conditions. As such the Company is exempt from capital gains tax on the profits realised from the sale of investments .

 

Any breach of the relevant eligibility conditions could lead to the Company losing investment trust status and being subject to corporation tax on capital gains realised within the Company's portfolio .

 

· The Investment Manager monitors the investment portfolio, income and proposed dividend levels to ensure that the provisions of CTA 2010 are not breached. The results are reported to the Board at each meeting.

· The income forecasts are reviewed by the Company's tax advisor through the year who also reports to the Board on the year-end tax position and reports on CTA 2010 compliance.

Legal, regulatory and reporting risks

Failure to comply with the London Stock Exchange Listing Rules and Disclosure Guidance and Transparency rules; failure to meet the requirements under the Alternative Investment Funds Directive, the provisions of the Companies Act 2006 and other UK, European and overseas legislation affecting UK companies. Failure to meet the required accounting standards or make appropriate disclosures in the Interim and Annual Reports.

· The Board receives regular regulatory updates from the Manager, Company Secretary, legal advisors and the Auditors. The Board considers these reports and recommendations and takes action accordingly.

· The Board receives an annual report and update from the Depository.

· Internal checklists and review procedures are in place at service providers.

 

Inappropriate use of gearing

Gearing, either through the use of bank debt or through the use of derivatives may be utilised from time to time. Whilst the use of gearing is intended to enhance the NAV total return, it will have the opposite effect when the return of the Company's investment portfolio is negative.

 

· The Board receives regular reports from the Manager on the levels of gearing in the portfolio. These are considered against the gearing limits set in the Investment Guidelines and also in the context of current market conditions and sentiment.

Personnel changes at Investment Manager

Loss of portfolio manager of other key staff.

· The Chairman conducts regular meetings with the Fund Management team.

· The fee basis protects the core infrastructure and depth and quality resources. The fee structure incentivises good performance and is fundamental in the ability to retain key staff.

 

 

Statement of directors' responsibilities in relation to the Group financial statements

The Directors are responsible for preparing the Annual Report, the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. 

Company law requires the directors to prepare group and parent company financial statements for each financial year. Under that law they have elected to prepare both the group and the parent company financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU) and applicable law.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of their profit or loss for that period. In preparing each of the group and parent company financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgements and estimates that are reasonable, relevant and reliable;

state whether they have been prepared in accordance with IFRSs as adopted by the EU;

assess the group and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

use the going concern basis of accounting unless they either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Responsibility Statement

 

Each of the directors confirms that to the best of their knowledge:

 

the financial statements, prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group and Company and the undertakings included in the consolidation taken as a whole; and;

the Annual Report, includes a fair review of the development and performance of the business and the position of the Trust, together with a description of the principal risks and uncertainties that it faces; and

the accounting records have been properly maintained; and

the Annual Report, taken as a whole, is fair, balanced and understandable and provides the necessary information for shareholders to assess the company's position and performance, business model and strategy.

 

By order of the Board

Hugh Seaborn

Chairman

28 May 2020

 

Group Statement of Comprehensive Income

 

For the year ended 31 March 2020 (unaudited)

 

 

Year ended 31 March 2020

(unaudited)

Year ended 31 March 2019

 

 

 

 

Revenue Return

£'000

Capital Return £'000

Total

£'000

Revenue Return

£'000

Capital Return

 '000

Total

£'000

Income

Investment income 

Other operating income 

Gross rental income 

Service charge income 

(Losses)/gains on investments held at fair value 

Net movement on foreign exchange; investments and loan notes 

Net movement on foreign exchange; cash and cash equivalents

Net returns on contracts for difference   

 

47,112

35

3,415

1,786

-

 

-

 

 

-

 

 

5,724

 

 

-

-

-

-

(153,614)

 

11,296

 

 

302

 

 

(41,276)

 

 

47,112

35

3,415

1,786

(153,614)

 

11,296

 

 

302

 

 

(35,552)

 

 

44,771

674

3,659

1,608

-

 

-

 

 

-

 

 

6,469

 

 

-

-

-

-

96,594

 

(1,463)

 

 

(508)

 

 

(18,380)

 

 

44,771

674

3,659

1,608

96,594

 

(1,463)

 

 

(508)

 

 

(11,911)

 

Net return on total return swap 

-

(3,808)

(3,808)

-

-

-

T otalIncome

58,072

(187,100)

(129,028)

57,181

76,243

133,424

Expenses

 

Management and performance
fees   

Direct property expenses, rent payable and service charge costs 

Other administrative expenses    

 

 

(1,570)

 

(1,984)

 

(1,398)

 

 

(7,392)

 

-

 

(615)

 

 

(8,962)

 

(1,984)

 

(2,013)

 

 

(1,514)

 

(1,940)

 

(1,271)

 

 

(10,653)

 

-

 

(564)

 

 

(12,167)

 

(1,940)

 

(1,835)

Total operating expenses

(4,952)

(8,007)

(12,959)

(4,725)

(11,217)

(15,942)

 

Operating profit/(loss)

Finance costs    

 

53,120

(814)

 

 

 

(195,107)

(2,443)

 

(141,987)

(3,257)

 

52,456

(851)

 

 

 

65,026

(2,554)

 

117,482

(3,405)

 

Profit/(loss) from operations before tax

 

52,306

 

(197,550)

 

 

(145,244)

 

51,605

 

62,472

 

 

114,077

T axation    

(5,912)

3,149

(2,763)

(5,351)

3,479

(1,872)

 

Total comprehensive
income

 

46,394

 

(194,401)

 

(148,007)

 

46,254

 

65,951

 

112,205

 

Earnings/(loss) per
Ordinary share 

 

14.62p

 

(61.26)p

 

(46.64)p

 

14.58p

 

20.78p

 

35.36p

 

 

 

The Total column of this statement represents the Group's Statement of Comprehensive Income, prepared in accordance with IFRS. The Revenue Return and Capital Return columns are supplementary to this and are prepared under guidance published by the Association of Investment Companies. All items in the above statement derive from continuing operations.

 

The Group does not have any other income or expense that is not included in the above statement therefore "Total comprehensive income" is also the profit for the year.

 

All income is attributable to the shareholders of the parent company.

 

 

Group and Company Statement of Changes in Equity

 

Group

 

 

F ortheyearended31March2020 (unaudited)

 

Share Capital Ordinary

£'000

Share Premium Account

£'000

Capital Redemption Reserve

£'000

Retained Earnings Ordinary

£'000

T otal

£'000

At 31March 2019

79,338

43,162

43,971

1,161,783

1,328,254

Total comprehensive income

-

-

-

(148,007)

(148,007)

Dividends paid

-

-

-

(43,794)

(43,794)

At 31March 2020

79,338

43,162

43,971

969,982

1,136,453

 

 

Company

 

 

F ortheyearended31March2020 (unaudited)

Share Capital Ordinary

£'000

Share Premium Account

£'000

Capital Redemption Reserve

£'000

Retained Earnings Ordinary

£'000

T otal

£'000

At 31March 2019

79,338

43,162

43,971

1,161,783

1,328,254

Total comprehensive income

-

-

-

(148,007)

(148,007)

Dividends paid

-

-

-

(43,794)

(43,794)

At 31March 2020

79,338

43,162

43,971

969,982

1,136,453

 

Group

 

 

F ortheyearended31March2019

Share Capital Ordinary

£'000

Share Premium Account

£'000

Capital Redemption Reserve

£'000

Retained Earnings Ordinary

£'000

 

T otal

£'000

At 31March 2018

79,338

43,162

43,971

1,089,088

1,255,559

Total comprehensive income

-

-

-

112,205

112,205

Dividends paid 

-

-

-

(39,510)

(39,510)

 

At 31March 2019

79,338

43,162

43,971

1,161,783

1,328,254

 

 

Company

 

 

F ortheyearended31March2019

Share Capital Ordinary

£'000

Share Premium Account

£'000

Capital Redemption Reserve

£'000

Retained Earnings Ordinary

£'000

 

T otal

£'000

At 31March 2018

79,338

43,162

43,971

1,089,088

1,255,559

Total comprehensive income

-

-

-

112,205

112,205

Dividends paid

-

-

-

(39,510)

(39,510)

 

At 31March 2019

79,338

43,162

43,971

 

 

1,161,783

 

 

1,328,254

 

 

Group and Company Balance Sheets

as at 31 March 2020 (unaudited)

 

 

Company

2 020

£'000

Group

2 019

£'000

 

Company

2 019

£'000

Non-currentassets

 

 

1,155,295

 

 

1,155,295

 

 

1,291,442

 

 

1,291,442

Investments held at fair value

Investments in subsidiaries

-

50,429

-

50,442

 

Deferred taxation asset

1,155,295

1,205,724

1,291,442

1,341,884

-

-

243

243

 

 

1,155,295

1,205,724

1,291,685

1,342,127

Currentassets

 

 

 

 

Debtors

60,094

59,972

54,892

54,770

Cash and cash equivalents

40,129

40,127

52,282

52,280

 

 

100,223

100,099

107,174

107,050

 

Current liabilities

 

(59,711)

 

(110,016)

 

(12,520)

 

(62,838)

 

Net current assets/(liabilities)

 

40,512

 

(9,917)

 

94,654

 

44,212

Total assets less current liabilities

1,195,807

1,195,807

1,386,339

1,386,339

Non-current liabilities

(59,354)

(59,354)

(58,085)

(58,085)

Net assets

 

1,136,453

 

1,136,453

 

1,328,254

 

1,328,254

 

Capitalandreserves

 

 

 

 

Called up share capital

79,338

79,338

79,338

79,338

Share premium account

43,162

43,162

43,162

43,162

Capital redemption reserve

43,971

43,971

43,971

43,971

Retained earnings

969,982

969,982

1,161,783

1,161,783

Equity shareholders' funds

1,136,453

1,136,453

1,328,254

1,328,254

Net Asset Value per:

 

 

 

 

 

 

Ordinary share

358.11p

358.11p

418.54p

418.54p

 

 

Group and Company Cash Flow Statements

for the year ended 31 March 2020 (unaudited)

 

 

Group

2 020

£'000

Company

2 020

£'000

Group

2 019

£'000

Company

2 019

£'000

Reconciliation of (loss)/profit from operations before tax to net cash (outflow)/inflow from operating activities

 

 

 

 

 

(Loss)/profit from operations before tax

(145,244)

(145,244)

114,077

114,077

Finance  costs

3,257

3,257

3,405

3,405

Losses/(gains) on investments and derivatives held at fair value through profit or loss

198,698

198,711

(78,214)

(78,186)

Net movement on foreign exchange; cash and cash equivalents and loan notes

859

859

(292)

(292)

Decrease/(increase) in accrued income

584

584

(1,129)

(1,129)

Net (purchases)/sales of investments

(66,833)

(66,833)

115,685

115,685

Increase in sales settlement debtor

(1,417)

(1,417)

(3,334)

(3,334)

Increase in purchase settlement creditor

4,501

4,501

1,474

1,474

Decrease/(increase)  in other debtors

4,447

4,447

(18,350)

(18,350)

Increase/(decrease) in other creditors

2,047

2,034

(3,711)

(3,737)

Scrip dividends included in investment income and net returns on contracts for difference

(3,818)

(3,818)

(9,162)

(9,162)

Net cash (outflow)/inflow from operating activities before interest and taxation

(2,919)

(2,919)

120,449

120,451

Interest paid

(3,421)

(3,421)

(3,391)

(3,391)

Taxation paid

(2,321)

(2,321)

(1,872)

(1,872)

Net cash (outflow)/inflow from operating activities 

(8,661)

(8,661)

115,186

115,188

Financing activities

 

 

 

 

Equity dividends paid

(43,794)

(43,794)

(39,510)

(39,510)

Drawdown/(repayment) of loans

40,000

40,000

(41,000)

(41,000)

Net cash used in financing activities  

(3,794)

(3,794)

(80,510)

(80,510)

(Decrease)/increase in cash

(12,455)

(12,455)

34,676

34,678

Cash and cash equivalents at start of year

52,282

52,280

18,114

18,110

Net movement in foreign exchange; cash and cash equivalents

302

302

(508)

(508)

 

Cash and cash equivalents at end of year 

40,129

40,127

52,282

52,280

Note

 

 

 

 

Dividends received

52,003

53,003

46,249

46,249

Interest received

37

37

669

669

 

 

 

 

 

 

 

Notes to the Preliminary Announcement

 

1

Accounting policies

 

 

 

 

The financial statements for the year ended 31 March 2020 (unaudited) have been prepared on a going concern basis. In making the going concern assessment, the Directors have considered all liabilities of the Company and Group as they fall due, including the implications of the Coronavirus pandemic. The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), which comprise standards and interpretations approved by the International Accounting Standards Board (IASB), together with interpretations of the International Accounting Standards and Standing Interpretations Committee approved by the International Accounting Standards Committee (IASC) that remain in effect, to the extent that they have been adopted by the European Union and as regards the Company financial statements, as applied in accordance with the provisions of the Companies Act 2006. The financial statements have also been prepared in accordance with the Statement of Recommended Practice (SORP), "Financial Statements of Investment Trust Companies and Venture Capital Trusts," to the extent that it is consistent with IFRS.

 

The Group and Company financial statements are expressed in Sterling, which is their functional and presentational currency. Sterling is the functional currency because it is the currency of the primary economic environment in which the Group operates. Values are rounded to the nearest thousand pounds (£'000) except where otherwise indicated.

 

 

 

2

Investment income

 

 

 

 

Year

ended

31 March

2020

(unaudited)

 

Year

ended

31 March

2019

 

 

 

 

 

£'000

£'000

 

 

 

Dividends from UK listed investments  

4,911

2,304

 

 

 

Dividends from overseas listed investments 

26,631

23,085

 

 

 

Scrip dividends from listed investments

3,370

8,226

 

 

 

Property income distributions 

12,200

11,156

 

 

 

 

 

 

 

 

 

 

47,112

44,771

 

 

 

 

 

 

 

 

3

Earnings/(loss) per share

 

 

 

 

 

Earnings/(loss) per Ordinary share

 

 

The earnings/(loss) per Ordinary share can be analysed between the revenue and capital, as below.

 

 

 

 

 

 

Year

ended

31 March

2020

(unaudited)

£'000

Year

ended

31 March

2019

 

£'000

 

 

Net revenue profit

46,394

46,254

 

 

Net capital (loss)/profit

(194,401)

65,951

 

 

Net total (loss)/profit

(148,007)

112,205

 

 

Weighted average number of shares in issue during the year

317,350,980

317,350,980

 

 

 

 

 

 

 

 

pence

pence

 

 

Revenue earnings per share

14.62

14.58

 

 

Capital (loss)/earnings per share

(61.26)

20.78

 

 

(Loss)/earnings per Ordinary share

(46.64)

35.36

 

 

 

 

 

 

 

 

The Group has no securities in issue that could dilute the return per Ordinary share. Therefore the basic and diluted return per Ordinary share are the same.

 

 

 

 

 

 

4

Net asset value per Ordinary share

 

 

Net asset value per Ordinary share is based on the net assets attributable to Ordinary shares of £1,136,453,000 (2019: £1,328,254,000) and on 317,350,980 (2019: 317,350,980) Ordinary shares in issue at the year end.

 
 

5

Share capital changes

 

 

During the year, the Company made no market purchases for cancellation of Ordinary shares of 25p each (2019: none).

 

Since 1 April 2020 no Ordinary shares have been purchased and cancelled.

 

 

6

Status of preliminary announcement

 

 

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 March 2020 or 2019. The financial information for 2019 is derived from the statutory accounts for 2019 which have been delivered to the registrar of companies. The auditor has reported on the 2019 accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. The statutory accounts for 2020 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the registrar of companies in due course.

 

The auditor's report for the statutory accounts for 2020 will contain an emphasis of matter paragraph in respect of the valuation of direct property investments, as the independent external valuations for the property investments are reported on the basis of 'material valuation uncertainty' due to the potential economic effect of the Coronavirus pandemic.

 

 

7

 

Fair value of financial assets and financial liabilities

 

Financial assets and financial liabilities are carried in the Balance Sheet either at their fair value (investments) or the balance sheet amount is a reasonable approximation of fair value (due from brokers, dividends and interest receivable, due to brokers, accruals and cash at bank).

 

Fair value hierarchy disclosures

 

Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset as follows:

 

Level 1 - valued using quoted prices in an active market for identical assets.

Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices within Level 1.

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

 

The valuation techniques used by the Group are explained in the accounting policies in the full Annual Report and Accounts.

 

The table below sets out fair value measurements using IFRS 13 fair value hierarchy.

 

Financial asset/(liabilities) at fair value through profit or loss

 

At 31 March 2020

(unaudited)

Level 1

£'000

Level 2

£'000

Level 3

£'000

Total

£'000

Equity investments

1,060,103

-

682

1,060,785

Investment properties

-

-

94,510

94,510

Contracts for difference

-

8,698

-

8,698

Total return swap

-

(3,808)

-

(3,808)

Foreign exchange forward contracts

-

(5,609)

-

(5,609)

 

1,060,103

(719)

95,192

1,154,576

 

At 31 March 2019

Level 1

£'000

Level 2

£'000

Level 3

£'000

Total

£'000

Equity investments

1,189,136

-

377

1,189,513

Investment properties

-

-

101,929

101,929

Contracts for difference

-

(3,210)

-

 

(3,210)

Foreign exchange forward contracts

-

1,969

-

1,969

 

1,189,136

(1,241)

102,306

1,290,201

 

The table above represents the Group's fair value hierarchy. The Company's fair value hierarchy is identical except for the inclusion of the fair value of the investment in Subsidiaries which at 31 March 2020 was £50,429,000 (2019: £50,442,000). These have been categorised as level 3 in both years. The movement in the year of £13,000 (2019: £28,000) is the change in fair value in the year. The total financial assets at fair value for the Company at 31 March 2020 was £1,214,422,000 (2019: £1,343,853,000).

 

Reconciliation of movements in financial assets categorised as level 3

 

As at 31 March 2020

(unaudited)

31 March

2019

£'000

Purchases £'000

Sales £'000

Appreciation /

(Depreciation)

£'000

31 March

2020

£'000

Unlisted equity investments

377

-

-

305

682

Investment Properties

 

 

 

 

 

- Mixed use

54,962

 

545

(3,619)

735

52,623

- Office & InIndustrial

46,967

436 

(10,283)

4,767

41,887

 

101,929

 

981

(13,902)

5,502

94,510

 

102,306

981

(13,902)

5,807

95,192

 

All appreciation/(depreciation) as stated above relates to unlisted equity investments and investment properties held at 31 March 2020.

 

The Group held one unquoted investment at the year end.

 

Transfers between hierarchy levels

 

There were no transfers during the year between any of the levels.

 

The external valuation of the portfolio at 31 March 2020 contains a material uncertainty clause from Knight Frank, which is in line with the RICS guidance to valuers and reflects the increased difficulty in determining asset values when few, if any, comparable transactions have occurred in the current environment. Consequently less certainty can be attached to the valuation than would otherwise be the case. Details are set out in note 10 e) in the full report and accounts.

 

Key assumptions used in value in use calculations are explained in the accounting policies in the full Annual Report and Accounts.

 

 

 

8

 

Business segment reporting

 

 

Valuation

31 March

2019

£'000

Net

additions/ (disposals)

£'000

Net appreciation/ (depreciation)

£'000

 

Valuation

31 March

2020

(unaudited)

£'000 

Gross

revenue

 31 March

2020

(unaudited) £'000 

Gross  revenue

31 March

2019

£'000

Listed investments

1,189,136

30,388

(159,421)

1,060,103

46,964

44,682

Unlisted investments

377

-

305

682

148

89

Contracts for difference

(3,210)

53,184

(41,276)

8,698

5,724

6,469

Total return swap

-

-

(3,808)

(3,808)

-

-

Total investments segment

1,186,303

83,572

(204,200)

1,065,675

52,836

51,240

Direct property segment

101,929

(12,921)

5,502

94,510

5,201

5,267

 

1,288,232

70,651

(198,698)

1,160,185

58,037

56,507

 

In seeking to achieve its investment objective, the Company invests in the shares and securities of property companies and property related businesses internationally and also in investment property located in the UK. The Company therefore considers that there are two distinct reporting segments, investments and direct property, which are used for evaluating performance and allocation of resources. The Board, which is the principal decision maker, receives information on the two segments on a regular basis. Whilst revenue streams and direct property costs can be attributed to the reporting segments, general administrative expenses cannot be split to allow a profit for each segment to be determined. The assets and gross revenues for each segment are shown above.

 

The property costs included within the Group Statement of Comprehensive Income are £1,984,000 (2019: £1,940,000) and deducting these costs from the direct property gross revenue above would result in net income of £3,217,000 (2019: £3,327,000) for the direct property reporting segment.

 

 

 

 

 

9

 

Dividends

 

An interim dividend of 5.20p was paid in January 2020. A final dividend of 8.80p (2019: 8.60p) will be paid on 4 August 2020 to shareholders on the register on 19 June 2020. The shares will be quoted ex-dividend on the 18 June 2020.

 

 

10

 

Annual Report and AGM

 

The Annual Report will be posted to shareholders in June 2020 and will be available thereafter from the Company Secretary at the Registered Office, 11 Hanover Street, London, W1S 1QY.

 

The Annual General Meeting of the Company will be held in July 2020. At the time of publication of this announcement, the UK Government has prohibited public gatherings of more than two people and nonessential travel, save in certain limited circumstances. In light of these measures and in order to protect the health and safety of the Company's shareholders and directors, we hope that shareholders will understand that the Company's Annual General Meeting will be run as a closed meeting and will be held to complete the formal business only. Shareholders will not be able to attend in person. Full details will be provided in the Company's Annual Report and Accounts.

 

The Board and the Manager are keen to encourage shareholder engagement. Due to the different arrangements for the Company's 2020 Annual General Meeting, it is the Investment Manager's intention to hold a webcast in the format of the usual presentation held at the AGM and to provide an opportunity for shareholder questions. Information will be included in the Company's Annual Report and Accounts and a further announcement will be made in due course.

 

 

 

 

             

 

 

This announcement and the information contained herein is not for publication, distribution or release in, or into, directly or indirectly, the United States, Canada, Australia or Japan and does not constitute, or form part of, an offer of securities for sale in or into the United States, Canada, Australia or Japan.

 

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless they are registered under the Securities Act or pursuant to an available exemption therefrom.  The Company does not intend to register any portion of securities in the United States or to conduct a public offering of the securities in the United States.  The Company will not be registered under the U.S. Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act.

 

This announcement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities law of any such jurisdiction. 

 

The contents of this announcement include statements that are, or may be deemed to be "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should". They include the statements regarding the target aggregate dividend.  By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance.  The   Company's actual results and performance may differ materially from the impression created by the forward-looking statements. The Company undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by applicable law and regulation (including the Listing Rules).  No statement in this announcement is intended to be a profit forecast.

 

 

For further information please contact:

 

Marcus Phayre-Mudge

Fund Manager

TR Property Investment Trust plc

Telephone: 020 7011 4711

 

Reg Hoare and Florence Mayo

ENGINE MHP

Telephone: 020 3128 8572

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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