THE BRITISH LAND COMPANY PLC
Consolidated income statement
For the year ended 31 march 2017
|
Note |
|
2017 |
|
2016 |
||||
|
Underlying1 £m |
Capital |
Total |
|
Underlying1 £m |
Capital |
Total |
||
Revenue |
3 |
|
556 |
33 |
589 |
|
569 |
21 |
590 |
Costs |
3 |
|
(122) |
(26) |
(148) |
|
(128) |
(11) |
(139) |
|
3 |
|
434 |
7 |
441 |
|
441 |
10 |
451 |
Joint ventures and funds (see also below) |
8 |
|
132 |
(80) |
52 |
|
135 |
262 |
397 |
Administrative expenses |
|
|
(84) |
- |
(84) |
|
(93) |
- |
(93) |
Valuation movement |
4 |
|
- |
(144) |
(144) |
|
- |
616 |
616 |
(Loss) profit on disposal of investment properties and investments |
|
|
- |
(5) |
(5) |
|
- |
35 |
35 |
Net financing costs |
|
|
|
|
|
|
|
|
|
- financing income |
5 |
|
2 |
42 |
44 |
|
5 |
65 |
70 |
- financing charges |
5 |
|
(80) |
(29) |
(109) |
|
(111) |
(34) |
(145) |
|
|
|
(78) |
13 |
(65) |
|
(106) |
31 |
(75) |
Profit on ordinary activities before taxation |
|
|
404 |
(209) |
195 |
|
377 |
954 |
1,331 |
Taxation |
6 |
|
|
1 |
1 |
|
|
33 |
33 |
Profit for the year after taxation |
|
|
|
|
196 |
|
|
|
1,364 |
Attributable to non-controlling interests |
|
|
14 |
(11) |
3 |
|
14 |
5 |
19 |
Attributable to shareholders of the Company |
|
|
390 |
(197) |
193 |
|
363 |
982 |
1,345 |
Earnings per share: |
|
|
|
|
|
|
|
|
|
- basic |
2 |
|
|
|
18.8p |
|
|
|
131.2p |
- diluted2 |
2 |
|
|
|
14.7p |
|
|
|
119.7p |
All results derive from continuing operations.
|
Note |
|
2017 |
|
2016 |
||||
|
Underlying1 £m |
Capital and other |
Total |
|
Underlying1 £m |
Capital and other |
Total |
||
Results of joint ventures and funds accounted for using the equity method |
|
|
|
|
|
|
|
|
|
Underlying Profit |
|
|
132 |
- |
132 |
|
135 |
- |
135 |
Valuation movement |
4 |
|
- |
(93) |
(93) |
|
- |
245 |
245 |
Capital financing costs |
|
|
- |
(6) |
(6) |
|
- |
- |
- |
Profit on disposal of investment properties, trading properties and investments |
|
|
- |
18 |
18 |
|
- |
18 |
18 |
Taxation |
|
|
- |
1 |
1 |
|
- |
(1) |
(1) |
|
8 |
|
132 |
(80) |
52 |
|
135 |
262 |
397 |
1 See definition in glossary.
2 Prior year diluted EPS has been restated. See note 1.
Consolidated statement OF COMPREHENSIVE INCOME
For the year ended 31 march 2017
|
2017 £m |
2016 £m |
Profit for the year after taxation |
196 |
1,364 |
Other comprehensive (loss) income: |
|
|
Items that will not be reclassified subsequently to profit or loss: |
|
|
Net actuarial loss on pension schemes |
(12) |
(1) |
Valuation movements on owner-occupied properties |
- |
19 |
|
(12) |
18 |
Items that may be reclassified subsequently to profit or loss: |
|
|
(Losses) gains on cash flow hedges |
|
|
- Group |
(21) |
(24) |
- Joint ventures and funds |
1 |
(3) |
|
(20) |
(27) |
Transferred to the income statement (cash flow hedges) |
|
|
- Foreign currency derivatives |
- |
2 |
- Interest rate derivatives |
16 |
10 |
|
16 |
12 |
Exchange differences on translation of foreign operations |
|
|
- Hedging and translation |
- |
(3) |
- Other |
- |
3 |
|
- |
- |
|
|
|
Deferred tax on items of other comprehensive income |
- |
(15) |
|
|
|
Other comprehensive loss for the year |
(16) |
(12) |
Total comprehensive income for the year |
180 |
1,352 |
Attributable to non-controlling interests |
3 |
19 |
Attributable to shareholders of the Company |
177 |
1,333 |
Consolidated BALANCE SHEET
AS AT 31 march 2017
|
Note |
|
2017 £m |
2016 £m |
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Investment and development properties |
7 |
|
9,073 |
9,643 |
Owner-occupied properties |
7 |
|
94 |
95 |
|
|
|
9,167 |
9,738 |
Other non-current assets |
|
|
|
|
Investments in joint ventures and funds |
8 |
|
2,766 |
3,353 |
Other investments |
9 |
|
154 |
142 |
Deferred tax assets |
13 |
|
4 |
3 |
Interest rate and currency derivative assets |
14 |
|
217 |
167 |
|
|
|
12,308 |
13,403 |
Current assets |
|
|
|
|
Joint venture held for sale |
8 |
|
540 |
- |
Trading properties |
7 |
|
334 |
325 |
Debtors |
10 |
|
171 |
33 |
Cash and short term deposits |
14 |
|
114 |
114 |
|
|
|
1,159 |
472 |
Total assets |
|
|
13,467 |
13,875 |
LIABILITIES |
|
|
|
|
Current liabilities |
|
|
|
|
Short term borrowings and overdrafts |
14 |
|
(464) |
(74) |
Creditors |
11 |
|
(458) |
(218) |
Corporation tax |
|
|
(30) |
(18) |
|
|
|
(952) |
(310) |
Non-current liabilities |
|
|
|
|
Debentures and loans |
14 |
|
(2,817) |
(3,687) |
Other non-current liabilities |
12 |
|
(78) |
(122) |
Interest rate and currency derivative liabilities |
14 |
|
(144) |
(137) |
|
|
|
(3,039) |
(3,946) |
Total liabilities |
|
|
(3,991) |
(4,256) |
Net assets |
|
|
9,476 |
9,619 |
EQUITY |
|
|
|
|
Share capital |
|
|
260 |
260 |
Share premium |
|
|
1,298 |
1,295 |
Merger reserve |
|
|
213 |
213 |
Other reserves |
|
|
(97) |
(93) |
Retained earnings |
|
|
7,547 |
7,667 |
Equity attributable to shareholders of the Company |
|
|
9,221 |
9,342 |
Non-controlling interests |
|
|
255 |
277 |
Total equity |
|
|
9,476 |
9,619 |
EPRA NAV per share* |
2 |
|
915p |
919p |
* As defined in glossary.
Consolidated statement OF CASH FLOWS
For the year ended 31 march 2017
|
Note |
|
2017 £m |
2016 £m |
Rental income received from tenants |
|
|
464 |
435 |
Fees and other income received |
|
|
64 |
58 |
Operating expenses paid to suppliers and employees |
|
|
(149) |
(152) |
Cash generated from operations |
|
|
379 |
341 |
|
|
|
|
|
Interest paid |
|
|
(92) |
(124) |
Interest received |
|
|
8 |
11 |
Corporation taxation repayments received |
|
|
9 |
8 |
Distributions and other receivables from joint ventures and funds |
8 |
|
59 |
58 |
Net cash inflow from operating activities |
|
|
363 |
294 |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Development and other capital expenditure |
|
|
(225) |
(256) |
Purchase of investment properties |
|
|
(87) |
(243) |
Sale of investment and trading properties |
|
|
761 |
564 |
Payments received in respect of future trading property sales |
|
|
8 |
40 |
Purchase of investments |
|
|
(19) |
- |
Indirect taxes paid in respect of investing activities |
|
|
(1) |
- |
Investment in and loans to joint ventures and funds |
|
|
(50) |
(241) |
Capital distributions and loan repayments from joint ventures and funds |
|
|
83 |
366 |
Net cash inflow from investing activities |
|
|
470 |
230 |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Issue of ordinary shares |
|
|
3 |
5 |
Purchase of own shares |
|
|
(8) |
- |
Dividends paid |
15 |
|
(295) |
(235) |
Dividends paid to non-controlling interests |
|
|
(14) |
(16) |
Acquisition of units in Hercules Unit Trust |
|
|
(11) |
(61) |
Closeout of interest rate derivatives |
|
|
(13) |
15 |
Cash collateral transactions |
|
|
- |
(24) |
Decrease in bank and other borrowings |
|
|
(526) |
(919) |
Drawdowns on bank and other borrowings |
|
|
31 |
373 |
Drawdown of zero coupon 2015 convertible bond |
|
|
- |
344 |
Net cash outflow from financing activities |
|
|
(833) |
(518) |
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
- |
6 |
Cash and cash equivalents at 1 April |
|
|
114 |
108 |
Cash and cash equivalents at 31 March |
|
|
114 |
114 |
|
|
|
|
|
Cash and cash equivalents consists of: |
|
|
|
|
Cash and short term deposits |
14 |
|
114 |
114 |
Consolidated statement OF CHANGES IN EQUITY
For the year ended 31 march 2017
|
Share capital £m |
Share premium £m |
Hedging and translation reserve1 £m |
Re- valuation reserve £m |
Merger reserve £m |
Retained earnings £m |
Total £m |
Non-controlling interests £m |
Total equity £m |
Balance at 1 April 2016 |
260 |
1,295 |
(107) |
14 |
213 |
7,667 |
9,342 |
277 |
9,619 |
Profit for the year after taxation |
- |
- |
- |
- |
- |
193 |
193 |
3 |
196 |
Losses on cash flow hedges |
- |
- |
(21) |
- |
- |
- |
(21) |
- |
(21) |
Exchange and hedging movements in joint ventures |
- |
- |
- |
1 |
- |
- |
1 |
- |
1 |
Reclassification of gains on cash flow hedges |
|
|
|
|
|
|
|
|
|
Foreign currency derivatives |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Interest rate derivatives |
- |
- |
16 |
- |
- |
- |
16 |
- |
16 |
Net actuarial loss on pension schemes |
- |
- |
- |
- |
- |
(12) |
(12) |
- |
(12) |
Other comprehensive (loss) income |
- |
- |
(5) |
1 |
- |
(12) |
(16) |
- |
(16) |
Total comprehensive income for the year |
- |
- |
(5) |
1 |
- |
181 |
177 |
3 |
180 |
Share issues |
- |
3 |
- |
- |
- |
- |
3 |
- |
3 |
Fair value of share and share option awards |
- |
- |
- |
- |
- |
2 |
2 |
- |
2 |
Purchase of own shares |
- |
- |
- |
- |
- |
(8) |
(8) |
- |
(8) |
Purchase of units from non-controlling interests |
- |
- |
- |
- |
- |
- |
- |
(11) |
(11) |
Gain on purchase of units from non-controlling interests |
- |
- |
- |
- |
- |
1 |
1 |
- |
1 |
Dividends payable in year (28.8p per share) |
- |
- |
- |
- |
- |
(296) |
(296) |
- |
(296) |
Dividends payable by subsidiaries |
- |
- |
- |
- |
- |
- |
- |
(14) |
(14) |
Balance at 31 March 2017 |
260 |
1,298 |
(112) |
15 |
213 |
7,547 |
9,221 |
255 |
9,476 |
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2015 |
258 |
1,280 |
(76) |
(6) |
213 |
6,563 |
8,232 |
333 |
8,565 |
Profit for the year after taxation |
- |
- |
- |
- |
- |
1,345 |
1,345 |
19 |
1,364 |
Losses on cash flow hedges |
- |
- |
(24) |
- |
- |
- |
(24) |
- |
(24) |
Revaluation of owner-occupied property |
- |
- |
- |
19 |
- |
- |
19 |
- |
19 |
Exchange and hedging movements in joint ventures |
- |
- |
- |
(3) |
- |
- |
(3) |
- |
(3) |
Reclassification of (losses) gains on cash flow hedges |
|
|
|
|
|
|
|
|
|
Foreign currency derivatives |
- |
- |
2 |
- |
- |
- |
2 |
- |
2 |
Interest rate derivatives |
- |
- |
10 |
- |
- |
- |
10 |
- |
10 |
Exchange differences on translation of foreign operations |
- |
- |
(3) |
3 |
- |
- |
- |
- |
- |
Net actuarial loss on pension schemes |
- |
- |
- |
- |
- |
(1) |
(1) |
- |
(1) |
Deferred tax on items of other comprehensive income |
- |
- |
(16) |
1 |
- |
- |
(15) |
- |
(15) |
Other comprehensive (loss) income |
- |
- |
(31) |
20 |
- |
(1) |
(12) |
- |
(12) |
Total comprehensive income for the year |
- |
- |
(31) |
20 |
- |
1,344 |
1,333 |
19 |
1,352 |
Share issues |
2 |
15 |
- |
- |
- |
(12) |
5 |
- |
5 |
Fair value of share and share option awards |
- |
- |
- |
- |
- |
8 |
8 |
- |
8 |
Purchase of units from non-controlling interests |
- |
- |
- |
- |
- |
- |
- |
(59) |
(59) |
|
- |
- |
- |
- |
- |
(1) |
(1) |
- |
(1) |
Dividends payable in year (28.0p per share) |
- |
- |
- |
- |
- |
(287) |
(287) |
- |
(287) |
Dividends payable by subsidiaries |
- |
- |
- |
- |
- |
- |
- |
(16) |
(16) |
Adjustment for scrip dividend element |
- |
- |
- |
- |
- |
52 |
52 |
- |
52 |
Balance at 31 March 2016 |
260 |
1,295 |
(107) |
14 |
213 |
7,667 |
9,342 |
277 |
9,619 |
1 The balance at the beginning of the current year includes £9m in relation to translation and (£116m) in relation to hedging (2015/16: £10m and (£86m)).
Notes to the accounts
1 Basis of preparation, significant accounting policies and accounting judgements
The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 March 2017 or 2016, but is derived from those accounts. Statutory accounts for 2016 have been delivered to the Registrar of Companies and those for 2017 will be delivered following the Company's Annual General Meeting. The auditor has reported on those accounts; their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain statements under s498(2) or (3) of Companies Act 2006 or equivalent preceding legislation.
The financial statements for the year ended 31 March 2017 have been prepared on a historical cost basis, except for the revaluation of properties, investments held for trading and derivatives. The financial statements have also been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and therefore comply with Article 4 of the EU IAS Regulation.
While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRSs. The Company expects to publish full financial statements that comply with IFRSs in June 2017.
A number of new standards and amendments to standards and interpretations have been issued but are not yet effective for the current accounting period. None of these are expected to have a material impact on the consolidated financial statements of the Group.
Certain standards which could be expected to have an impact on the consolidated financial statements are discussed in further detail below.
IFRS 9 - Financial Instruments (effective year ending 31 March 2019). The new standard addresses the classification, measurement and recognition of financial assets and financial liabilities. It simplifies the existing categories of financial instruments, introduces an expected credit loss model and redefines the criteria required for hedge effectiveness. On adoption of the new standard, these changes are not expected to have a material impact on the consolidated financial statements of the Group. There will however be limited changes to presentation and disclosure.
IFRS 15 - Revenue from contracts with customers (effective year ending 31 March 2019). The new standard combines a number of previous standards, setting out a five step model for the recognition of revenue and establishing principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The new standard does not apply to gross rental income, but does apply to service charge income, management and performance fees and trading property disposals. The impact of the new standard on these items of revenue is not expected to have a material impact on the consolidated financial statements of the Group.
IFRS 16 - Leases (effective year ending 31 March 2020). For lessees, it will result in almost all leases being recognised on the balance sheet, as the distinction between operating and finance leases will be removed. The accounting for lessors will however not significantly change. As a result on adoption of the new standard, these changes are not expected to have a material impact on the consolidated financial statements of the Group.
The Group conducted an impact assessment of the above new standards in the year, and concluded that whilst adoption of these new standards based on the Group's current activities would lead to some limited changes to presentation and disclosure, they are not expected to have a material impact on the consolidated financial statements.
Restatement
The IFRS diluted earnings per share for the year ended 31 March 2016 has been restated to reflect the full dilutive impact of the 1.5% 2012 convertible bond. This restatement reduces the diluted earnings per share measure from 124.1 pence to 119.7 pence shown on the Consolidated Income Statement and within the associated notes. This is the only financial measure within these financial statements impacted by this restatement.
Accounting judgements and estimates
In applying the Group's accounting policies, the Directors are requiredto make judgements and estimates that affect the financial statements.
Significant areas of estimation are:
Valuation of properties and investments held for trading: The Groupuses external professional valuers to determine the relevant amounts. The primary source of evidence for property valuations should be recent, comparable market transactions on an arms-length basis. However, the valuation of the Group's property portfolio and investments held for trading are inherently subjective, as they are made on the basis of assumptions made by the valuers which may not prove to be accurate.
Other less significant areas of estimation include the valuation of fixed rate debt and interest rate derivatives, the determination of share-based payment expense, and the actuarial assumptions used in calculating the Group's retirement benefit obligations.
The key areas of accounting judgement are:
REIT status: British Land is a Real Estate Investment Trust (REIT)
and does not pay tax on its property income or gains on property sales, provided that at least 90% of the Group's property income is distributed as a dividend to shareholders, which becomes taxable in their hands. In addition, the Group has to meet certain conditions such as ensuring the property rental business represents more than 75% of total profits and assets. Any potential or proposed changes to the REIT legislation are monitored and discussed with HMRC. It is Management's intention that the Group will continue as a REIT for the foreseeable future.
Accounting for joint ventures and funds: In accordance with IFRS 10 'Consolidated financial statements', IFRS 11 'Joint arrangements', and IFRS 12 'Disclosures of interests in other entities' an assessment is required to determine the degree of control or influence the Group exercises and the form of any control to ensure that the financial statement treatment is appropriate.
Interest in the Group's joint ventures is commonly driven by the terms of the partnership agreements which ensure that control is shared between the partners. These are accounted for under the equity method, whereby the consolidated balance sheet incorporates the Group's share of the net assets of its joint ventures and associates. The consolidated income statement incorporates the Group's share of joint venture and associate profits after tax.
Accounting for transactions: Property transactions are complex in nature and can be material to the financial statements. Assessment is required to determine the most appropriate accounting treatment of assets acquired and of potential contractual arrangements in the legal documents for both acquisitions and disposals. Management consider each transaction separately and, when considered appropriate, seek independent accounting advice.
Held for sale asset: On 1 March 2017 the Group exchanged conditional contracts on an agreement to sell its interest in Leadenhall Holding Co (Jersey) Limited, a joint venture with Oxford Properties. The net investment in the joint venture has been reclassified as a held for sale asset within current assets on the Group balance sheet, and the carrying amount is disclosed separately from the investment in joint ventures and funds within note 8.
Prior to exchange, held for sale criteria were not deemed to be met since the transaction relates to an illiquid asset and is subject to significant uncertainty prior to agreement of terms. However, upon exchange the sale is deemed highly probable as detailed terms have been agreed upon by relevant parties. At this point management expect the carrying amount of the Group's investment in the venture to be recovered principally through a sale transaction rather than continuing operations.
2 Performance measures
Earnings per share
The Group measures financial performance with reference to underlying earnings per share, the European Public Real Estate Association (EPRA) earnings per share and IFRS earnings per share. The relevant earnings and weighted average number of shares (including dilution adjustments) for each performance measure are shown below, and a reconciliation between these is shown within the supplementary disclosures (Table B).
EPRA earnings per share is calculated using EPRA earnings, which is the IFRS profit after taxation attributable to shareholders of the Company excluding investment and development property revaluations, gains/losses on investing and trading property disposals, changes in the fair value of financial instruments and associated close-out costs and their related taxation. In the current year, diluted EPRA earnings per share did not include the dilutive impact of the 2012 convertible bond, as the Group's share price was below the exchange price of 693 pence. IFRS diluted earnings per share includes the dilutive impact as IAS 33 ignores this hurdle to conversion. In the prior year, both measures included the dilutive impact of the 2012 convertible bond, as the Group's share price was above the exchange price.
Underlying earnings per share is calculated using Underlying Profit adjusted for underlying taxation (see note 6). Underlying Profit is the pre-tax EPRA earnings measure, with additional Company adjustments. No Company adjustments were made in either the current or prior year.
Earnings per share |
2017 |
|
2016 |
||||
Relevant |
Relevant |
Earnings per share pence |
|
Relevant |
Relevant |
Earnings per share |
|
Underlying |
|
|
|
|
|
|
|
Underlying basic |
390 |
1,029 |
37.9 |
|
365 |
1,025 |
35.6 |
Underlying diluted |
390 |
1,033 |
37.8 |
|
371 |
1,089 |
34.1 |
EPRA |
|
|
|
|
|
|
|
EPRA basic |
390 |
1,029 |
37.9 |
|
365 |
1,025 |
35.6 |
EPRA diluted |
390 |
1,033 |
37.8 |
|
371 |
1,089 |
34.1 |
IFRS |
|
|
|
|
|
|
|
Basic |
193 |
1,029 |
18.8 |
|
1,345 |
1,025 |
131.2 |
Diluted1 |
160 |
1,091 |
14.7 |
|
1,303 |
1,089 |
119.7 |
1 Prior year diluted EPS has been restated. See note 1.
Net asset value
The Group measures financial position with reference to EPRA net asset value (NAV) per share and EPRA triple net asset value (NNNAV) per share. The net asset value and number of shares for each performance measure is shown below. A reconciliation between IFRS net assets and EPRA net assets, and the relevant number of shares for each performance measure, is shown within the supplementary disclosures (Table B). EPRA net assets is a proportionally consolidated measure that is based on IFRS net assets excluding the mark-to-market on effective cash flow hedges and related debt adjustments, the mark-to-market on the convertible bonds as well as deferred taxation on property and derivative valuations. They include the valuation surplus on trading properties and are adjusted for the dilutive impact of share options.
As at 31 March 2017, EPRA NAV and EPRA NNNAV did not include the dilutive impact of the 2012 convertible bond, as the Group's share price was below the exchange price of 693 pence. IFRS net assets includes the dilutive impact following the treatment of IFRS earnings per share. In the prior year period, both measures included the dilutive impact of the 2012 convertible bond, as the Group's share price was above the exchange price.
Net asset value per share |
2017 |
|
2016 |
||||
Relevant |
Relevant |
Net asset |
|
Relevant |
Relevant |
Net asset |
|
EPRA |
|
|
|
|
|
|
|
EPRA NAV |
9,498 |
1,038 |
915 |
|
10,074 |
1,096 |
919 |
EPRA NNNAV |
8,938 |
1,038 |
861 |
|
9,640 |
1,096 |
880 |
IFRS |
|
|
|
|
|
|
|
Basic |
9,476 |
1,029 |
921 |
|
9,619 |
1,029 |
935 |
Diluted |
9,876 |
1,096 |
901 |
|
10,019 |
1,096 |
914 |
Total accounting return
The Group also measures financial performance with reference to total accounting return. This is calculated as the increase in EPRA net asset value per share and dividend paid in the year as a percentage of the EPRA net asset value per share at the start of the year.
|
2017 |
|
2016 |
||||
Decrease in NAV per share pence |
Dividend per share paid pence |
Total |
|
Increase in NAV per share pence |
Dividend per share paid pence |
Total |
|
Total accounting return |
(4) |
28.78 |
2.7% |
|
90 |
28.02 |
14.2% |
3 Revenue and costs
|
2017 |
|
2016 |
||||
|
Underlying |
Capital |
Total |
|
Underlying |
Capital |
Total |
Rent receivable |
449 |
- |
449 |
|
437 |
- |
437 |
Spreading of tenant incentives and guaranteed rent increases |
(9) |
- |
(9) |
|
12 |
- |
12 |
Surrender premia |
2 |
- |
2 |
|
2 |
- |
2 |
Gross rental income |
442 |
- |
442 |
|
451 |
- |
451 |
Trading property sales proceeds |
- |
33 |
33 |
|
- |
21 |
21 |
Service charge income |
62 |
- |
62 |
|
72 |
- |
72 |
Management and performance fees (from joint ventures and funds) |
9 |
- |
9 |
|
8 |
- |
8 |
Other fees and commissions |
43 |
- |
43 |
|
38 |
- |
38 |
Revenue |
556 |
33 |
589 |
|
569 |
21 |
590 |
|
|
|
|
|
|
|
|
Trading property cost of sales |
- |
(26) |
(26) |
|
- |
(11) |
(11) |
Service charge expenses |
(62) |
- |
(62) |
|
(72) |
- |
(72) |
Property operating expenses |
(25) |
- |
(25) |
|
(26) |
- |
(26) |
Other fees and commissions expenses |
(35) |
- |
(35) |
|
(30) |
- |
(30) |
Costs |
(122) |
(26) |
(148) |
|
(128) |
(11) |
(139) |
|
434 |
7 |
441 |
|
441 |
10 |
451 |
The cash element of net rental income recognised during the year ended 31 March 2017 from properties which were not subject to a security interest was £276m (2015/16: £229m). Property operating expenses relating to investment properties that did not generate any rental income were £2m (2015/16: £1m). Contingent rents of £2m (2015/16: £3m) were recognised in the year.
4 Valuation movements on property
|
2017 £m |
2016 £m |
Consolidated income statement |
|
|
Revaluation of properties |
(144) |
616 |
Revaluation of properties held by joint ventures and funds accounted for using the equity method |
(93) |
245 |
|
(237) |
861 |
Consolidated statement of comprehensive income |
|
|
Revaluation of owner-occupied properties |
- |
19 |
|
(237) |
880 |
5 Net financing costs
|
2017 £m |
2016 £m |
Underlying |
|
|
|
|
|
Financing charges |
|
|
Bank loans, overdrafts and derivatives |
(3) |
(30) |
Other loans |
(83) |
(88) |
Obligations under head leases |
(2) |
(2) |
|
(88) |
(120) |
Development interest capitalised |
8 |
9 |
|
(80) |
(111) |
Financing income |
|
|
Deposits, securities and liquid investments |
2 |
3 |
Loans to joint ventures |
- |
2 |
|
2 |
5 |
Net financing charges - underlying |
(78) |
(106) |
|
|
|
Capital and other |
|
|
|
|
|
Financing charges |
|
|
Valuation movements on translation of foreign currency debt |
- |
2 |
Hedging reserve recycling |
- |
(2) |
Valuation movements on fair value derivatives |
51 |
54 |
Valuation movements on fair value debt |
(48) |
(53) |
Recycling of fair value movement on close-out of derivatives |
(10) |
(6) |
Capital financing costs1 |
(15) |
(29) |
Fair value movement on non-hedge accounted derivatives |
(7) |
- |
|
(29) |
(34) |
Financing income |
|
|
Fair value movement on convertible bonds |
42 |
64 |
Fair value movement on non-hedge accounted derivatives |
- |
1 |
|
42 |
65 |
Net financing income - capital |
13 |
31 |
|
|
|
|
|
|
Net financing costs |
|
|
Total financing income |
44 |
70 |
Total financing charges |
(109) |
(145) |
Net financing costs |
(65) |
(75) |
1 Primarily debenture bonds redemption and tender offer and purchase costs.
Interest payable on unsecured bank loans and related interest rate derivatives was £13m (2015/16: £19m). Interest on development expenditure is capitalised at the Group's weighted average interest rate of 2.4% (2015/16: 2.6%). The weighted average interest rate on a proportionately consolidated basis at 31 March 2017 was 3.1% (2015/16: 3.3%).
6 Taxation
|
2017 |
2016 |
Taxation income (expense) |
|
|
Current taxation: |
|
|
UK corporation taxation: 20% (2015/16: 20%) |
(3) |
(15) |
Adjustments in respect of prior years |
4 |
17 |
Total current taxation income |
1 |
2 |
Deferred taxation on revaluations and derivatives |
- |
31 |
Group total taxation |
1 |
33 |
Attributable to joint ventures and funds |
1 |
(1) |
Total taxation income |
2 |
32 |
|
|
|
Taxation reconciliation |
|
|
Profit on ordinary activities before taxation |
195 |
1,331 |
Less: profit attributable to joint ventures and funds1 |
(52) |
(397) |
Group profit on ordinary activities before taxation |
143 |
934 |
Taxation on profit on ordinary activities at UK corporation taxation rate of 20% (2015/16: 20%) |
(29) |
(187) |
Effects of: |
|
|
REIT exempt income and gains |
28 |
161 |
Taxation losses |
(2) |
11 |
Deferred taxation on revaluations and derivatives |
- |
31 |
Adjustments in respect of prior years |
4 |
17 |
Group total taxation income |
1 |
33 |
1 A current taxation expense of £nil (2015/16: charge of £1m) and a deferred taxation credit of £1m (2015/16: expense of £nil) arose on profits attributable to joint ventures and funds. The low tax charges reflects the Group's REIT status.
Taxation expense attributable to Underlying Profit for the year ended 31 March 2017 was a £nil (2015/16: £2m). Corporation taxation payable at
31 March 2017 was £30m (2015/16: £18m) as shown on the balance sheet.
7 Property
Property reconciliation for the year ended 31 March 2017
|
Investment |
|
||||||
Retail Level 3 |
Offices & residential |
Canada Water Level 3 £m |
Developments |
Investment |
Trading properties |
Owner- |
Total |
|
Carrying value at 1 April 2016 |
5,617 |
3,436 |
256 |
334 |
9,643 |
325 |
95 |
10,063 |
Additions |
|
|
|
|
|
|
|
|
- property purchases |
80 |
- |
8 |
- |
88 |
- |
- |
88 |
- development expenditure |
12 |
4 |
10 |
55 |
81 |
56 |
- |
137 |
- capitalised interest and staff costs |
- |
- |
2 |
3 |
5 |
5 |
- |
10 |
- capital expenditure on asset |
82 |
9 |
1 |
- |
92 |
- |
- |
92 |
|
174 |
13 |
21 |
58 |
266 |
61 |
- |
327 |
Depreciation |
- |
- |
- |
- |
- |
- |
(1) |
(1) |
Disposals |
(624) |
(39) |
- |
(7) |
(670) |
(26) |
- |
(696) |
Reclassifications |
- |
271 |
27 |
(271) |
27 |
(27) |
- |
- |
Revaluations included in income statement |
(105) |
(57) |
(18) |
36 |
(144) |
- |
- |
(144) |
Movement in tenant incentives and contracted rent uplift balances |
(41) |
(8) |
- |
- |
(49) |
1 |
- |
(48) |
Carrying value at 31 March 2017 |
5,021 |
3,616 |
286 |
150 |
9,073 |
334 |
94 |
9,501 |
Head lease liabilities (note 12) |
|
|
|
|
|
|
|
(64) |
Valuation surplus on trading properties |
|
|
|
|
|
|
83 |
|
Group property portfolio valuation at 31 March 2017 |
|
|
|
|
|
|
9,520 |
|
Non-controlling interests |
|
|
|
|
|
|
|
(310) |
Group property portfolio valuation at 31 March 2017 attributable to shareholders |
|
|
9,210 |
Property valuation
The different valuation method levels are defined below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
These levels are specified in accordance with IFRS 13 'Fair Value Measurement'. Property valuations are inherently subjective as they are made on the basis of assumptions made by the valuer which may not prove to be accurate. For these reasons, and consistent with EPRA's guidance, we have classified the valuations of our property portfolio as Level 3 as defined by IFRS 13. The inputs to the valuations are defined as 'unobservable' by IFRS 13 and these are analysed in a table on the following page. There were no transfers between levels in the period.
The Group's total property portfolio was valued by external valuers on the basis of fair value, in accordance with the RICS Valuation - Professional Standards 2014, ninth edition, published by The Royal Institution of Chartered Surveyors.
The information provided to the valuers, and the assumptions and valuations models used by the valuers are reviewed by the property portfolio team, the Head of Offices, the Head of Retail and the Chief Financial Officer. The valuers meet with the external auditors and also present directly to the Audit Committee at the interim and year end review of results.
Investment properties, excluding properties held for development, are valued by adopting the 'investment method' of valuation. This approach involves applying capitalisation yields to current and future rental streams net of income voids arising from vacancies or rent-free periods and associated running costs. These capitalisation yields and future rental values are based on comparable property and leasing transactions in the market using the valuers' professional judgement and market observation. Other factors taken into account in the valuations include the tenure of the property, tenancy details and ground and structural conditions.
In the case of ongoing developments, the approach applied is the 'residual method' of valuation, which is the investment method of valuation as described above, with a deduction for all costs necessary to complete the development, including a notional finance cost, together with a further allowance for remaining risk. Properties held for development are generally valued by adopting the higher of the residual method of valuation, allowing for all associated risks, or the investment method of valuation for the existing asset.
Copies of the valuation certificates of Knight Frank LLP, CBRE and Jones Lang LaSalle can be found at www.britishland.com/reports
A breakdown of valuations split between the Group and its share of joint ventures and funds is shown below:
|
2017 |
|
2016 |
||||
Group |
Joint and funds |
Total |
|
Group |
Joint and funds |
Total |
|
Knight Frank LLP |
7,031 |
2,883 |
9,914 |
|
7,529 |
3,576 |
11,105 |
CBRE |
2,489 |
1,380 |
3,869 |
|
2,582 |
1,361 |
3,943 |
Jones Lang LaSalle |
- |
538 |
538 |
|
- |
- |
- |
Total property portfolio valuation |
9,520 |
4,801 |
14,321 |
|
10,111 |
4,937 |
15,048 |
Non-controlling interests |
(310) |
(71) |
(381) |
|
(324) |
(76) |
(400) |
Total property portfolio valuation |
9,210 |
4,730 |
13,940 |
|
9,787 |
4,861 |
14,648 |
Information about fair value measurements using unobservable inputs (Level 3) for the year ended 31 March 2017
Investment |
Fair value at |
Valuation |
ERV per sq ft |
|
Equivalent Yield |
|
Costs to complete per sq ft |
||||||
Min |
Max |
Average £ |
|
Min |
Max |
Average % |
|
Min |
Max |
Average |
|||
Retail |
4,987 |
Investment methodology |
2 |
77 |
22 |
|
4 |
11 |
5 |
|
- |
48 |
6 |
Offices1,2 |
3,695 |
Investment methodology |
7 |
117 |
54 |
|
4 |
7 |
5 |
|
- |
150 |
20 |
Canada Water |
271 |
Investment methodology |
15 |
25 |
22 |
|
2 |
5 |
3 |
|
- |
18 |
10 |
Developments2 |
150 |
Residual methodology |
18 |
72 |
54 |
|
2 |
6 |
4 |
|
- |
616 |
508 |
Total |
9,103 |
|
|
|
|
|
|
|
|
|
|
|
|
Trading properties |
417 |
|
|
|
|
|
|
|
|
|
|
|
|
Group property portfolio valuation |
9,520 |
|
|
|
|
|
|
|
|
|
|
|
|
1 Includes owner-occupied.
2 Includes Residential with an average capital value per sq ft of £981 including developments at end value and mixed use.
All other factors being equal:
- a higher equivalent yield or discount rate would lead to a decrease in the valuation of an asset;
- an increase in the current or estimated future rental stream would have the effect of increasing the capital value; and
- an increase in the costs to complete would lead to a decrease in the valuation of an asset.
However, there are interrelationships between the unobservable inputs which are partially determined by market conditions, which would impact on these changes. There were no transfers between valuation levels in the period.
8 Joint ventures and funds
Summary movement for the year of the investments in joint ventures and funds
|
Joint ventures |
Funds |
Total |
|
Equity |
Loans |
Total |
At 1 April 2016 |
3,109 |
244 |
3,353 |
|
2,833 |
520 |
3,353 |
Additions |
59 |
3 |
62 |
|
13 |
49 |
62 |
Disposals |
(30) |
- |
(30) |
|
- |
(30) |
(30) |
Share of profit on ordinary activities after taxation |
44 |
8 |
52 |
|
52 |
- |
52 |
Distributions and dividends: |
|
|
|
|
|
|
|
Capital |
(73) |
- |
(73) |
|
(73) |
- |
(73) |
Revenue |
(45) |
(14) |
(59) |
|
(59) |
- |
(59) |
Hedging and exchange movements |
1 |
- |
1 |
|
1 |
- |
1 |
Reclassification of venture as held for sale asset (see page 8) |
(540) |
- |
(540) |
|
(355) |
(185) |
(540) |
At 31 March 2017 |
2,525 |
241 |
2,766 |
|
2,412 |
354 |
2,766 |
Additional investments in joint ventures and funds covenant information
At 31 March 2017 the investments in joint ventures included within the total investments in joint ventures and funds and joint venture held for sale was £3,299m (2015/16: £3,348m), being the £2,766m total investment shown above, plus the £540m joint venture held for sale, less the net investment of £7m (2015/16: £5m) in PREF, a property fund in Continental Europe.
The summarised income statements and balance sheets below and on the following page show 100% of the results, assets and liabilities of joint ventures and funds. Where necessary these have been restated to the Group's accounting policies.
Joint ventures' and funds' summary financial statements for the year ended 31 March 2017
|
Broadgate Ltd1 |
MSC Property Intermediate Holdings Ltd |
BL Sainsbury Superstores Ltd |
Tesco Joint Ventures2 |
The SouthGate Limited Partnership |
USS Joint Ventures3 |
Leadenhall Holding Co (Jersey) Ltd4 |
Hercules Unit Trust joint ventures and sub-funds5 |
Other joint ventures and funds6 |
Total 2017 |
Total Group share 2017 |
Partners |
Euro Bluebell LLP (GIC) |
Norges Bank Investment Management |
J Sainsbury plc |
Tesco PLC |
Aviva |
Universities Superannuation Scheme Group |
Oxford |
|
|
|
|
Property sector |
City Offices Broadgate |
Shopping Centres Meadowhall |
Superstores |
Superstores |
Shopping |
Shopping |
City Offices Leadenhall |
Retail Parks |
|
|
|
Group share |
50% |
50% |
50% |
50% |
50% |
50% |
50% |
Various |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summarised income statements |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
Revenue7 |
245 |
99 |
49 |
19 |
17 |
14 |
43 |
35 |
1 |
522 |
260 |
Costs |
(52) |
(23) |
- |
- |
(5) |
(5) |
(10) |
(4) |
(1) |
(100) |
(50) |
|
193 |
76 |
49 |
19 |
12 |
9 |
33 |
31 |
- |
422 |
210 |
Administrative expenses |
- |
- |
- |
(2) |
(1) |
- |
- |
- |
(1) |
(4) |
(2) |
Net interest payable |
(82) |
(35) |
(21) |
(9) |
(1) |
- |
- |
(4) |
- |
(152) |
(76) |
Underlying profit |
111 |
41 |
28 |
8 |
10 |
9 |
33 |
27 |
(1) |
266 |
132 |
Net valuation movement |
(185) |
(1) |
(46) |
(29) |
(6) |
(7) |
107 |
(16) |
- |
(183) |
(93) |
Capital financing costs |
- |
- |
(12) |
- |
- |
- |
- |
- |
- |
(12) |
(6) |
Profit on disposal of investment properties and investments |
- |
- |
3 |
(3) |
- |
- |
- |
- |
34 |
34 |
18 |
(Loss) profit on ordinary activities before taxation |
(74) |
40 |
(27) |
(24) |
4 |
2 |
140 |
11 |
33 |
105 |
51 |
Taxation |
- |
- |
- |
2 |
- |
- |
- |
- |
- |
2 |
1 |
(Loss) profit on ordinary activities after taxation |
(74) |
40 |
(27) |
(22) |
4 |
2 |
140 |
11 |
33 |
107 |
52 |
Other comprehensive income |
1 |
- |
- |
1 |
- |
- |
- |
- |
- |
2 |
1 |
Total comprehensive income |
(73) |
40 |
(27) |
(21) |
4 |
2 |
140 |
11 |
33 |
109 |
53 |
British Land share of total comprehensive (expense) income |
(37) |
20 |
(15) |
(10) |
2 |
1 |
70 |
5 |
17 |
53 |
|
British Land share of distributions payable |
32 |
17 |
55 |
4 |
1 |
- |
5 |
14 |
4 |
132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Summarised balance sheets |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
Investment and trading properties |
4,478 |
1,842 |
769 |
325 |
264 |
247 |
- |
603 |
1 |
8,529 |
4,265 |
Current assets |
2 |
5 |
- |
- |
1 |
1 |
|
3 |
52 |
64 |
32 |
Cash and deposits |
290 |
37 |
17 |
2 |
8 |
7 |
- |
10 |
28 |
399 |
200 |
Gross assets |
4,770 |
1,884 |
786 |
327 |
273 |
255 |
- |
616 |
81 |
8,992 |
4,497 |
Current liabilities |
(88) |
(41) |
(22) |
(2) |
(4) |
(6) |
- |
(10) |
(19) |
(192) |
(96) |
Bank and securitised debt |
(1,794) |
(668) |
(367) |
(185) |
- |
- |
- |
(139) |
- |
(3,153) |
(1,577) |
Loans from joint venture partners |
(357) |
(317) |
- |
- |
- |
(22) |
- |
- |
(12) |
(708) |
(354) |
Other non-current liabilities |
(56) |
(23) |
- |
(4) |
(28) |
- |
- |
(4) |
- |
(115) |
(58) |
Gross liabilities |
(2,295) |
(1,049) |
(389) |
(191) |
(32) |
(28) |
- |
(153) |
(31) |
(4,168) |
(2,085) |
Net assets |
2,475 |
835 |
397 |
136 |
241 |
227 |
- |
463 |
50 |
4,824 |
2,412 |
British Land share of net assets less shareholder loans |
1,237 |
417 |
199 |
68 |
121 |
114 |
- |
231 |
25 |
2,412 |
|
1 Included within the Broadgate REIT net valuation movement is a £20m payment received in December 2016 from UBS A.G. in relation to the development and occupation of 5 Broadgate, and subsequent vacation of 100 Liverpool Street, including 8-10 Broadgate.
2 Tesco joint ventures include BLT Holdings (2010) Limited as at 31 March 2017.
3 USS joint ventures include the Eden Walk Shopping Centre Unit Trust and the Fareham Property Partnership.
4 The Leadenhall column shows the equity accounted profit and loss for the period. Due to the transaction which exchanged in March 2017, the net investment in this venture was reclassified as a held for sale asset.
5 Hercules Unit Trust joint ventures and sub-funds includes 50% of the results of Deepdale Co-Ownership Trust, Gibraltar Limited Partnership and Valentine Co-Ownership Trust and 41.25% of Birstall Co-Ownership Trust. The balance sheet shows 50% of the assets of these joint ventures and sub-funds.
6 Included in the column headed 'Other joint ventures and funds' are contributions from the following: BL Goodman Limited Partnership, The Aldgate Place Limited Partnership, Bluebutton Property Management UK Limited, City of London Office Unit Trust and Pillar Retail Europark Fund (PREF). The Group's ownership share of PREF is 65%, however as the Group is not able to exercise control over significant decisions of the fund, the Group equity accounts for its interest in PREF.
7 Revenue includes gross rental income at 100% share of £437m (2015/16: £451m).
The borrowings of joint ventures and funds and their subsidiaries are non-recourse to the Group. All joint ventures are incorporated in the United Kingdom, with
the exception of Broadgate REIT Limited, the Eden Walk Shopping Centre Unit Trust and Leadenhall Holding Co (Jersey) Limited which are incorporated in Jersey.
Of the funds, the Hercules Unit Trust (HUT) joint ventures and sub-funds are incorporated in Jersey and PREF in Luxembourg.
These financial statements include the results and financial position of the Group's interest in the Fareham Property Partnership, the Aldgate Place Limited Partnership, the BL Goodman Limited Partnership, the Auchinlea Partnership and the Gibraltar Limited Partnership. Accordingly, advantage has been taken of the exemptions provided by Regulation 7 of the Partnership (Accounts) Regulations 2008, not to attach the partnership accounts to these financial statements.
Joint venture held for sale
On 1 March 2017 the Group exchanged conditional contracts on an agreement to sell its interest in Leadenhall Holding Co (Jersey) Limited, a joint venture with Oxford Properties. The transaction is expected to complete in the first half of the next financial year, and therefore the net investment in the joint venture has been recognised as a held-for-sale asset from the date of exchange. The net investment as at 31 March 2017 is summarised below.
Joint venture held for sale - summarised balance sheet for the year ended 31 March
|
Leadenhall Holding Co (Jersey) Limited |
|
2017 £m |
2016 £m |
|
Investment property |
1,075 |
- |
Current assets |
17 |
- |
Current liabilities |
(13) |
- |
Loans from joint venture partners |
(371) |
- |
Net assets |
708 |
- |
British Land share of net assets less shareholder loans |
355 |
- |
Operating cash flows of joint ventures and funds (Group share)
|
2017 |
2016 |
Rental income received from tenants |
207 |
208 |
Fees and other income received |
- |
1 |
Operating expenses paid to suppliers and employees |
(20) |
(18) |
Cash generated from operations |
187 |
191 |
Interest paid |
(84) |
(86) |
Interest received |
1 |
1 |
UK corporation tax paid |
(2) |
(3) |
Foreign tax paid |
- |
(1) |
Cash inflow from operating activities |
102 |
102 |
Cash inflow from operating activities deployed as: |
|
|
Surplus cash retained within joint ventures and funds |
43 |
44 |
Revenue distributions per consolidated statement of cash flows |
59 |
58 |
Revenue distributions split between controlling and non-controlling interests |
|
|
Attributable to non-controlling interests |
4 |
4 |
Attributable to shareholders of the Company |
55 |
54 |
9 Other investments
|
2017 |
|
2016 |
||||
Investment |
Loans, receivables |
Total |
|
Investment |
Loans, |
Total |
|
At 1 April |
101 |
41 |
142 |
|
99 |
280 |
379 |
Additions |
- |
25 |
25 |
|
- |
35 |
35 |
Disposals |
- |
(2) |
(2) |
|
- |
(272) |
(272) |
Revaluation |
(8) |
- |
(8) |
|
2 |
- |
2 |
Depreciation |
- |
(3) |
(3) |
|
- |
(2) |
(2) |
At 31 March |
93 |
61 |
154 |
|
101 |
41 |
142 |
The investment held for trading comprises interests as a trust beneficiary. The trust's assets comprise freehold reversions in a pool of commercial properties, comprising Sainsbury's superstores. The interest was categorised as Level 3 in the fair value hierarchy, is subject to the same inputs as those disclosed in note 7, and its fair value was determined by the Directors, supported by an external valuation.
10 Debtors
|
2017 |
2016 |
Trade and other debtors |
22 |
24 |
Deposits received relating to held for sale asset1 |
144 |
- |
Prepayments and accrued income |
5 |
9 |
|
171 |
33 |
1 Relates to deposit received on held for sale joint venture transaction (see note 8) recognised as a financial asset, the realisation of which is conditional and not guaranteed as at the balance sheet date.
Trade and other debtors are shown after deducting a provision for bad and doubtful debts of £14m (2015/16: £16m). The charge to the income statement in relation to bad and doubtful debts was £1m (2015/16: £1m).
The Directors consider that the carrying amount of trade and other debtors is approximate to their fair value. There is no concentration of credit
risk with respect to trade debtors as the Group has a large number of customers who are paying their rent in advance.
As at 31 March, trade and other debtors outside their payment terms yet not provided for are as follows:
|
Total £m |
Within credit terms |
Outside credit terms but not impaired |
||
0-1 month |
1-2 months |
More than |
|||
2017 |
22 |
7 |
9 |
4 |
2 |
2016 |
24 |
12 |
11 |
1 |
- |
11 Creditors
|
2017 |
2016 |
Trade creditors |
127 |
39 |
Deposits received relating to held for sale asset1 |
144 |
- |
Other taxation and social security |
32 |
34 |
Accruals |
83 |
72 |
Deferred income |
72 |
73 |
|
458 |
218 |
1 Relates to deposit received on held for sale joint venture transaction (see note 8) recognised as a financial lability, the realisation of which is conditional and not guaranteed as at the balance sheet date.
Trade creditors are interest-free and have settlement dates within one year. The Directors consider that the carrying amount of trade and other creditors is approximate to their fair value.
12 Other non-current liabilities
|
2017 |
2016 |
Other creditors |
1 |
70 |
Head leases1 |
64 |
46 |
Net pension liabilities |
13 |
6 |
|
78 |
122 |
1 Includes £nil in relation to head lease liabilities on trading properties held at cost (2015/16: £9m).
13 Deferred tax
The movement on deferred tax is as shown below:
Deferred tax assets year ended 31 March 2017
|
1 April |
Credited to income £m |
Credited (debited) to equity £m |
Transferred to corporation tax £m |
31 March £m |
Interest rate and currency derivative revaluations |
5 |
(1) |
- |
- |
4 |
Other timing differences |
6 |
1 |
- |
- |
7 |
|
11 |
- |
- |
- |
11 |
Deferred tax liabilities year ended 31 March 2017
|
£m |
£m |
£m |
£m |
£m |
Property and investment revaluations |
(7) |
- |
- |
- |
(7) |
Interest rate and currency derivative revaluations |
- |
- |
- |
- |
- |
Other timing differences |
(1) |
- |
- |
1 |
- |
|
(8) |
- |
- |
1 |
(7) |
|
|
|
|
|
|
Net deferred tax assets |
3 |
- |
- |
1 |
4 |
Deferred tax assets year ended 31 March 2016
|
1 April |
Credited to income £m |
Credited (debited) to equity £m |
Transferred to joint ventures £m |
31 March £m |
Interest rate and currency derivative revaluations |
- |
- |
5 |
- |
5 |
Other timing differences |
- |
6 |
- |
- |
6 |
|
- |
6 |
5 |
- |
11 |
Deferred tax liabilities year ended 31 March 2016
|
£m |
£m |
£m |
£m |
£m |
Property and investment revaluations |
(5) |
- |
(2) |
- |
(7) |
Interest rate and currency derivative revaluations |
(4) |
25 |
(21) |
- |
- |
Other timing differences |
(3) |
- |
- |
2 |
(1) |
|
(12) |
25 |
(23) |
2 |
(8) |
|
|
|
|
|
|
Net deferred tax (liability) assets |
(12) |
31 |
(18) |
2 |
3 |
The following corporation tax rates have been substantively enacted; 19% effective from 1 April 2017 reducing to 17% effective from 1 April 2020. The deferred tax assets and liabilities have been calculated at the tax rate effective in the period that the tax is expected to crystallise.
The Group has recognised a deferred tax asset calculated at 17% (2015/2016: 18%) of £5m (2015/2016: £6m) in respect of capital losses from previous years available for offset against future capital profit. Further unrecognised deferred tax assets in respect of capital losses of £129m (2015/2016: £60m) exist at 31 March 2017.
The Group has recognised deferred tax assets on derivative revaluations to the extent that future matching taxable profits are expected to arise.
At 31 March 2017, the Group had an unrecognised deferred tax asset calculated at 17% (2015/2016: 18%) of £50m (2015/2016: £51m) in respect
of UK revenue tax losses from previous years.
Under the REIT regime, development properties which are sold within three years of completion do not benefit from tax exemption. At 31 March 2017, the value of such properties is £176m (2015/2016: £967m) and if these properties were to be sold and no tax exemption was available, the tax arising would be £13m (2015/16: £56m).
14 Net debt
|
Footnote |
2017 |
2016 |
Secured on the assets of the Group |
|
|
|
9.125% First Mortgage Debenture Stock 2020 |
1.1 |
34 |
34 |
5.264% First Mortgage Debenture Bonds 2035 |
|
377 |
371 |
5.0055% First Mortgage Amortising Debentures 2035 |
|
99 |
100 |
5.357% First Mortgage Debenture Bonds 2028 |
|
348 |
349 |
6.75% First Mortgage Debenture Stock 2020 |
|
- |
62 |
Bank loans |
1.2, 1.3 |
475 |
733 |
Loan notes |
|
2 |
2 |
|
|
1,335 |
1,651 |
Unsecured |
|
|
|
5.50% Senior Notes 2027 |
|
102 |
101 |
3.895% Senior US Dollar Notes 2018 |
2 |
32 |
28 |
4.635% Senior US Dollar Notes 2021 |
2 |
181 |
165 |
4.766% Senior US Dollar Notes 2023 |
2 |
113 |
105 |
5.003% Senior US Dollar Notes 2026 |
2 |
73 |
69 |
3.81% Senior Notes 2026 |
|
114 |
113 |
3.97% Senior Notes 2026 |
|
117 |
116 |
1.5% Convertible Bond 2017 |
|
406 |
445 |
0% Convertible Bond 2020 |
|
331 |
334 |
Bank loans and overdrafts |
|
477 |
634 |
|
|
1,946 |
2,110 |
Gross debt |
3 |
3,281 |
3,761 |
Interest rate and currency derivative liabilities |
|
144 |
137 |
Interest rate and currency derivative assets |
|
(217) |
(167) |
Cash and short term deposits |
4,5 |
(114) |
(114) |
Total net debt |
|
3,094 |
3,617 |
Net debt attributable to non-controlling interests |
|
(103) |
(104) |
Net debt attributable to shareholders of the Company |
|
2,991 |
3,513 |
1 These are non-recourse borrowings with no recourse for repayment to other companies or assets in the Group:
|
2017 |
2016 |
1.1 BLD Property Holdings Ltd |
34 |
34 |
1.2 Hercules Unit Trust |
475 |
443 |
1.3 TBL Properties Limited and subsidiaries |
- |
290 |
|
509 |
767 |
2 Principal and interest on these borrowing were fully hedged into Sterling at a floating rate at the time of issue.
3 The principal amount of gross debt at 31 March 2017 was £3,069m (2015/16: £3,552m). Included in this is the principal amount of secured borrowings and other borrowings of non-recourse companies of £1,238m of which the borrowings of the partly-owned subsidiary, Hercules Unit Trust, not beneficially owned by the Group is £112m.
4 Included within cash and short term deposits is the cash and short term deposits of Hercules Unit Trust, of which £9m is the proportion not beneficially owned by the Group.
5 Cash and deposits not subject to a security interest amount to £99m (2015/16: £93m).
Maturity analysis of net debt
|
2017 |
2016 |
Repayable: within one year and on demand |
464 |
74 |
Between: one and two years |
31 |
504 |
two and five years |
1,283 |
1,491 |
five and ten years |
783 |
807 |
ten and fifteen years |
332 |
500 |
fifteen and twenty years |
388 |
385 |
twenty and twenty five years |
- |
- |
|
2,817 |
3,687 |
Gross debt |
3,281 |
3,761 |
Interest rate and currency derivatives |
(73) |
(30) |
Cash and short term deposits |
(114) |
(114) |
Net debt |
3,094 |
3,617 |
1.5% Convertible bond 2012 (maturity 2017)
On 10 September 2012, British Land (Jersey) Limited (the 2012 Issuer), a wholly-owned subsidiary of the Group, issued £400 million 1.5% guaranteed convertible bonds due 2017 (the 2012 bonds) at par. The 2012 Issuer is fully guaranteed by the Company in respect of the 2012 bonds.
Subject to their terms, the 2012 bonds are convertible into preference shares of the 2012 Issuer which are automatically transferred to the Company in exchange for ordinary shares in the Company or, at the Company's election, any combination of ordinary shares and cash. Bondholders may exercise their conversion right at any time up to (but excluding) the 20th dealing day before 10 September 2017 (the maturity date).
The initial exchange price was 693.07 pence per ordinary share. The exchange price is adjusted based on certain events.
From 25 September 2015, the Company has the option to redeem the 2012 bonds at par if the Company's share price has traded above 130% of the exchange price for a specified period, or at any time once 85% by nominal value of the 2012 bonds have been converted, redeemed, or purchased and cancelled. The 2012 bonds will be redeemed at par on 10 September 2017 (the maturity date) if they have not already been converted, redeemed or purchased and cancelled. No redemption of the bonds occurred in the year.
0% Convertible bond 2015 (maturity 2020)
On 9 June 2015, British Land (White) 2015 Limited (the 2015 Issuer), a wholly owned subsidiary of the Group, issued £350 million zero coupon guaranteed convertible bonds due 2020 (the 2015 bonds) at par. The 2015 Issuer is fully guaranteed by the Company in respect of the 2015 bonds.
Subject to their terms, the 2015 bonds are convertible into preference shares of the 2015 Issuer which are automatically transferred to the Company in exchange for ordinary shares in the Company or, at the Company's election, any combination of ordinary shares and cash. From 20 July 2015 up to and including 29 June 2018, a bondholder may exercise its conversion right if the share price has traded at a level exceeding 130% of the exchange price for a specified period. Thereafter, and up to but excluding the 7th dealing day before 9 June 2020 (the maturity date), a bondholder may convert at any time.
The initial exchange price was 1103.32 pence per ordinary share. The exchange price is adjusted based on certain events (such as the Company paying dividends in any quarter above 3.418 pence per ordinary share). As at 31 March 2017 the exchange price was 1063.79 pence per ordinary share.
From 30 June 2018, the Company has the option to redeem the 2015 bonds at par if the Company's share price has traded above 130% of the exchange price for a specified period, or at any time once 85% by nominal value of the 2015 bonds have been converted, redeemed, or purchased and cancelled. The 2015 bonds will be redeemed at par on 9 June 2020 (the maturity date) if they have not already been converted, redeemed or purchased and cancelled.
Fair value and book value of net debt
|
2017 |
|
2016 |
||||
Fair value |
Book value |
Difference |
|
Fair value |
Book value |
Difference |
|
Debentures and unsecured bonds |
1,682 |
1,590 |
92 |
|
1,637 |
1,613 |
24 |
Convertible bonds |
737 |
737 |
- |
|
779 |
779 |
- |
Bank debt and other floating rate debt |
963 |
954 |
9 |
|
1,384 |
1,369 |
15 |
Gross debt |
3,382 |
3,281 |
101 |
|
3,800 |
3,761 |
39 |
Interest rate and currency derivative liabilities |
144 |
144 |
- |
|
137 |
137 |
- |
Interest rate and currency derivative assets |
(217) |
(217) |
- |
|
(167) |
(167) |
- |
Cash and short term deposits |
(114) |
(114) |
- |
|
(114) |
(114) |
- |
Net debt |
3,195 |
3,094 |
101 |
|
3,656 |
3,617 |
39 |
Net debt attributable to non-controlling interests |
(105) |
(103) |
(2) |
|
(106) |
(104) |
(2) |
Net debt attributable to shareholders of the Company |
3,090 |
2,991 |
99 |
|
3,550 |
3,513 |
37 |
The fair values of debentures, unsecured bonds and the convertible bonds have been established by obtaining quoted market prices from brokers. The bank debt and other floating rate debt has been valued assuming it could be renegotiated at contracted margins. The derivatives have been valued by calculating the present value of expected future cash flows, using appropriate market discount rates, by an independent treasury advisor.
Short term debtors and creditors and other investments have been excluded from the disclosures on the basis that the fair value is equivalent to the book value. The fair value hierarchy level (as defined in note 7) of debt held at amortised cost whose fair value is disclosed is level 2.
Group loan to value (LTV)
|
2017 |
2016 |
Group loan to value (LTV) |
22.6% |
25.2% |
|
|
|
Principal amount of gross debt |
3,069 |
3,552 |
Less debt attributable to non-controlling interests |
(112) |
(109) |
Less cash and short term deposits (balance sheet) |
(114) |
(114) |
Plus cash attributable to non-controlling interests |
9 |
8 |
Total net debt for LTV calculation |
2,852 |
3,337 |
Group property portfolio valuation (note 7) |
9,520 |
10,111 |
Investments in joint ventures and funds (note 8) |
2,766 |
3,353 |
Joint venture held for sale (note 8) |
540 |
- |
Other investments (note 9) |
154 |
142 |
Less property and investments attributable to non-controlling interests |
(364) |
(384) |
Total assets for LTV calculation |
12,616 |
13,222 |
Proportionally consolidated loan to value (LTV)
|
2017 |
2016 |
Proportionally consolidated loan to value (LTV) |
29.9% |
32.1% |
|
|
|
Principal amount of gross debt |
4,649 |
5,217 |
Less debt attributable to non-controlling interests |
(128) |
(128) |
Less cash and short term deposits |
(323) |
(353) |
Plus cash attributable to non-controlling interests |
9 |
9 |
Total net debt for proportional LTV calculation |
4,207 |
4,745 |
Group property portfolio valuation (note 7) |
9,520 |
10,111 |
Share of property of joint ventures and funds (note 7) |
4,801 |
4,937 |
Other investments (note 9) |
154 |
142 |
Less other investments attributable to joint ventures and funds |
(3) |
(4) |
Less property attributable to non-controlling interests |
(381) |
(400) |
Total assets for proportional LTV calculation |
14,091 |
14,786 |
British Land Unsecured Financial Covenants
The two financial covenants applicable to the Group unsecured debt including convertible bonds are shown below:
|
2017 |
2016 |
Net Borrowings not to exceed 175% of Adjusted Capital and Reserves |
29% |
34% |
|
|
|
Principal amount of gross debt |
3,069 |
3,552 |
Less the relevant proportion of borrowings of the partly-owned subsidiary/non-controlling interests |
(112) |
(109) |
Less cash and deposits (balance sheet) |
(114) |
(114) |
Plus the relevant proportion of cash and deposits of the partly-owned subsidiary/non-controlling interests |
9 |
8 |
Net Borrowings |
2,852 |
3,337 |
Share capital and reserves (balance sheet) |
9,476 |
9,619 |
EPRA deferred tax adjustment (EPRA Table A) |
3 |
5 |
Trading property surpluses (EPRA Table A) |
83 |
93 |
Exceptional refinancing charges (see below) |
274 |
287 |
Fair value adjustments of financial instruments (EPRA Table A) |
155 |
198 |
Less reserves attributable to non-controlling interests (balance sheet) |
(255) |
(277) |
Adjusted Capital and Reserves |
9,736 |
9,925 |
In calculating Adjusted Capital and Reserves for the purpose of the unsecured debt financial covenants, there is an adjustment of £274m (2015/16: £287m) to reflect the cumulative net amortised exceptional items relating to the refinancings in the years ended 31 March 2005, 2006 and 2007.
|
2017 |
2016 |
Net Unsecured Borrowings not to exceed 70% of Unencumbered Assets |
26% |
29% |
|
|
|
Principal amount of gross debt |
3,069 |
3,552 |
Less cash and deposits not subject to a security interest (being £99m less the relevant proportion of cash and deposits of the partly owned subsidiary/non-controlling interests of £3m) |
(96) |
(88) |
Less principal amount of secured and non-recourse borrowings |
(1,238) |
(1,563) |
Net Unsecured Borrowings |
1,735 |
1,901 |
Group property portfolio valuation (note 7) |
9,520 |
10,111 |
Investments in joint ventures and funds (note 8) |
2,766 |
3,353 |
Joint venture held for sale (note 8) |
540 |
- |
Other investments (note 9) |
154 |
142 |
Less investments in joint ventures and joint venture held for sale (note 8) |
(3,299) |
(3,348) |
Less encumbered assets |
(3,040) |
(3,803) |
Unencumbered Assets |
6,641 |
6,455 |
Reconciliation of movement in Group net debt for the year ended 31 March 2017
|
2016 |
Cash flows |
Transfers3 |
Foreign exchange |
Fair value |
Arrangement |
2017 |
Short term borrowings |
74 |
(74) |
464 |
- |
- |
- |
464 |
Long term borrowings |
3,687 |
(423) |
(464) |
49 |
(36) |
4 |
2,817 |
Derivatives1 |
(30) |
1 |
- |
(48) |
4 |
- |
(73) |
Total liabilities from financing activities |
3,731 |
(496) |
- |
1 |
(32) |
4 |
3,208 |
Cash and cash equivalents |
(114) |
- |
- |
- |
- |
- |
(114) |
Net debt |
3,617 |
(496) |
- |
1 |
(32) |
4 |
3,094 |
Reconciliation of movement in Group net debt for the year ended 31 March 2016
|
2015 |
Cash flows |
Transfers3 |
Foreign exchange |
Fair value |
Arrangement |
2016 |
Short term borrowings |
102 |
(104) |
74 |
2 |
- |
- |
74 |
Long term borrowings |
3,847 |
(98) |
(74) |
14 |
(9) |
7 |
3,687 |
Derivatives2 |
(13) |
22 |
- |
(13) |
(26) |
- |
(30) |
Total liabilities from financing activities |
3,936 |
(180) |
- |
3 |
(35) |
7 |
3,731 |
Cash and cash equivalents |
(108) |
(6) |
- |
- |
- |
- |
(114) |
Net debt |
3,828 |
(186) |
- |
3 |
(35) |
7 |
3,617 |
1 Cash flows on derivatives include £14m of net receipts on derivative interest.
2 Cash flows on derivatives include £7m of net receipts on derivative interest.
3 Transfers comprises debt maturing from long term to short term borrowings.
Fair value hierarchy
The table below provides an analysis of financial instruments carried at fair value, by the valuation method. The fair value hierarchy levels are defined in note 7.
|
2017 |
|
2016 |
||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
Interest rate and currency derivative assets |
- |
(217) |
- |
(217) |
|
- |
(167) |
- |
(167) |
Other investments - available for sale |
(14) |
- |
- |
(14) |
|
- |
- |
- |
- |
Other investments - held for trading |
- |
- |
(93) |
(93) |
|
- |
- |
(101) |
(101) |
Assets |
(14) |
(217) |
(93) |
(324) |
|
- |
(167) |
(101) |
(268) |
Interest rate and currency derivative liabilities |
- |
144 |
- |
144 |
|
- |
137 |
- |
137 |
Convertible bonds |
737 |
- |
- |
737 |
|
779 |
- |
- |
779 |
Liabilities |
737 |
144 |
- |
881 |
|
779 |
137 |
- |
916 |
Total |
723 |
(73) |
(93) |
557 |
|
779 |
(30) |
(101) |
648 |
Categories of financial instruments
|
2017 |
2016 |
Financial assets |
|
|
Fair value through income statement |
|
|
Other investments - held for trading |
93 |
101 |
|
|
|
Derivatives in designated hedge accounting relationships |
215 |
164 |
Derivatives not in designated hedge accounting relationships |
2 |
3 |
|
|
|
Loans and receivables |
|
|
Debtors |
166 |
24 |
Cash and short term deposits |
114 |
114 |
Other investments - loans and receivables |
61 |
41 |
|
651 |
447 |
Financial liabilities |
|
|
Fair value through income statement |
|
|
Convertible bonds |
(737) |
(779) |
|
|
|
Derivatives in designated hedge accounting relationships |
(143) |
(137) |
Derivatives not in designated accounting relationships |
(1) |
- |
Amortised cost |
|
|
Gross debt |
(2,544) |
(2,982) |
Head leases payable |
(64) |
(46) |
|
|
|
Creditors |
(373) |
(133) |
|
(3,862) |
(4,077) |
Total |
(3,211) |
(3,630) |
Gains and losses on financial instruments, as classed above, are disclosed in note 5 (net financing costs), note 10 (debtors), note 4 (valuation movements on property), the consolidated income statement and the consolidated statement of comprehensive income. The Directors consider that the carrying amounts of other investments and head leases payable are approximate to their fair value, and that the carrying amounts are recoverable.
Maturity of committed undrawn borrowing facilities
|
2017 |
2016 |
Maturity date: over five years |
125 |
- |
between four and five years |
1,110 |
1,113 |
between three and four years |
58 |
95 |
Total facilities available for more than three years |
1,293 |
1,208 |
|
|
|
Between two and three years |
149 |
85 |
Between one and two years |
- |
- |
Within one year |
2 |
60 |
Total |
1,444 |
1,353 |
The above facilities are comprised of British Land undrawn facilities of £1,322m, plus undrawn facilities of Hercules Unit Trust totalling £122m.
15 Dividend
The fourth quarter interim dividend of 7.30 pence per share, totalling £75m (2015/16: 7.09 pence per share, totalling £73m) was approved by the Board on 16 May 2017 and is payable on 4 August 2017 to shareholders on the register at the close of business on 30 June 2017.
The Board will announce the availability of the Scrip Dividend Alternative, if available, via the Regulatory News Service and on its website (www.britishland.com/dividends), no later than four business days before the ex-dividend date of 30 June 2017. The Board expects to announce the split between Property Income Distributions (PID) and non-PID income at that time. Any Scrip Dividend Alternative will not be enhanced. PID dividends are paid, as required by REIT legislation, after deduction of withholding tax at the basic rate (currently 20%), where appropriate. Certain classes of shareholders may be able to elect to receive dividends gross. Please refer to our website www.britishland.com/dividends for details.
Payment date |
Dividend |
Pence per share |
2017 |
2016 |
Current year dividends |
|
|
|
|
05.08.2017 |
2017 4th interim |
7.30 |
|
|
06.05.2017 |
2017 3rd interim |
7.30 |
|
|
12.02.2017 |
2017 2nd interim |
7.30 |
75 |
|
06.11.2016 |
2017 1st interim |
7.30 |
75 |
|
|
|
29.20 |
|
|
Prior year dividends |
|
|
|
|
05.08.2016 |
2016 4th interim |
7.091 |
73 |
|
06.05.2016 |
2016 3rd interim |
7.09 |
73 |
|
12.02.2016 |
2016 2nd interim |
7.09 |
|
73 |
06.11.2015 |
2016 1st interim |
7.09 |
|
72 |
|
|
28.36 |
|
|
|
|
|
|
|
07.08.2015 |
2015 4th interim |
6.922 |
|
71 |
06.05.2015 |
2015 3rd interim |
6.92 |
|
71 |
Dividends in consolidated statement |
|
296 |
287 |
|
Dividends settled in shares |
|
- |
(52) |
|
Dividends settled in cash |
|
296 |
235 |
|
Timing difference relating to payment |
|
(1) |
- |
|
Dividends in cash flow statement |
|
295 |
235 |
1 Dividend split half PID, half non-PID.
2 Scrip alternative treated as non-PID for this dividend.
16 Share capital and reserves
|
2017 |
2016 |
Number of ordinary shares in issue at 1 April |
1,040,562,323 |
1,031,788,286 |
Share issues |
472,735 |
8,774,037 |
At 31 March |
1, 041,035,058 |
1,040,562,323 |
Of the issued 25p ordinary shares, 7,783 shares were held in the ESOP trust (2015/16: 627), 11,266,245 shares were held as treasury shares (2015/16: 11,266,245) and 1,029,761,030 shares were in free issue (2015/16: 1,029,295,541). No treasury shares were acquired by the ESOP trust during the year.
All issued shares are fully paid.
Hedging and translation reserve
The hedging and translation reserve comprises the effective portion of the cumulative net change in the fair value of cash flow and foreign currency hedging instruments, as well as all foreign exchange differences arising from the translation of the financial statements of foreign operations. The foreign exchange differences also include the translation of the liabilities that hedge the Company's net investment in a foreign subsidiary.
Revaluation reserve
The revaluation reserve relates to owner-occupied properties and investments in joint ventures and funds.
Merger reserve
This comprises the premium on the share placing in March 2013. No share premium is recorded in the Company's financial statements, through the operation of the merger relief provisions of the Companies Act 2006.
17 Segment information
The Group allocates resources to investment and asset management according to the sectors it expects to perform over the medium term. Its three principal sectors are Offices, Retail and Canada Water. The Office sector includes residential, as this is often incorporated into Office schemes. The Offices sector also includes the British Land share of the Leadenhall joint venture (see note 8). The Retail sector includes leisure, as this is often incorporated into Retail schemes.
The relevant gross rental income, net rental income, operating result and property assets, being the measures of segment revenue, segment result and segment assets used by the management of the business, are set out below. Management reviews the performance of the business principally on a proportionally consolidated basis, which includes the Group's share of joint ventures and funds on a line-by-line basis and excludes non-controlling interests in the Group's subsidiaries. The chief operating decision maker for the purpose of segment information is the Executive Committee.
Gross rental income is derived from the rental of buildings and the sale of trading properties. Operating result is the net of net rental income, fee income and administrative expenses. No customer exceeded 10% of the Group's revenues in either year.
Segment result
|
Offices |
|
Retail |
|
Canada Water |
|
Other/unallocated |
|
Total |
|||||
2017 £m |
2016 £m |
|
2017 £m |
2016 £m |
|
2017 £m |
2016 £m |
|
2017 £m |
2016 £m |
|
2017 £m |
2016 £m |
|
Gross rental income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
British Land Group |
139 |
133 |
|
279 |
291 |
|
9 |
8 |
|
- |
- |
|
427 |
432 |
Share of joint ventures and funds |
116 |
114 |
|
100 |
104 |
|
- |
- |
|
- |
4 |
|
216 |
222 |
Total |
255 |
247 |
|
379 |
395 |
|
9 |
8 |
|
- |
4 |
|
643 |
654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net rental income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
British Land Group |
131 |
124 |
|
265 |
277 |
|
8 |
7 |
|
(1) |
- |
|
403 |
408 |
Share of joint ventures and funds |
112 |
110 |
|
95 |
99 |
|
- |
- |
|
- |
3 |
|
207 |
212 |
Total |
243 |
234 |
|
360 |
376 |
|
8 |
7 |
|
(1) |
3 |
|
610 |
620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating result |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
British Land Group |
127 |
112 |
|
255 |
260 |
|
5 |
7 |
|
(50) |
(46) |
|
337 |
333 |
Share of joint ventures and funds |
109 |
109 |
|
96 |
102 |
|
- |
- |
|
(1) |
(1) |
|
204 |
210 |
Total |
236 |
221 |
|
351 |
362 |
|
5 |
7 |
|
(51) |
(47) |
|
541 |
543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation to Underlying Profit |
2017 £m |
2016 £m |
||||||||||||
Operating result |
541 |
543 |
||||||||||||
Net financing costs |
(151) |
(180) |
||||||||||||
Underlying Profit |
390 |
363 |
||||||||||||
Reconciliation to profit on ordinary activities before taxation |
|
|
||||||||||||
Underlying Profit |
390 |
363 |
||||||||||||
Capital and other |
(209) |
954 |
||||||||||||
Underlying Profit attributable to non-controlling interests |
14 |
14 |
||||||||||||
Total profit on ordinary activities before taxation |
195 |
1,331 |
Of the total revenues above, £nil (2015/16: £4m) was derived from outside the UK.
Segment assets
|
Offices |
|
Retail |
|
Canada Water |
|
Other/unallocated |
|
Total |
|||||
2017 £m |
2016 £m |
|
2017 £m |
2016 £m |
|
2017 £m |
2016 £m |
|
2017 £m |
2016 £m |
|
2017 £m |
2016 £m |
|
Property assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
British Land Group |
4,223 |
4,181 |
|
4,716 |
5,323 |
|
271 |
283 |
|
- |
- |
|
9,210 |
9,787 |
Share of joint ventures and funds |
2,792 |
2,843 |
|
1,938 |
2,018 |
|
- |
- |
|
- |
- |
|
4,730 |
4,861 |
Total |
7,015 |
7,024 |
|
6,654 |
7,341 |
|
271 |
283 |
|
- |
- |
|
13,940 |
14,648 |
Reconciliation to net assets |
||
British Land Group |
2017 £m |
2016 £m |
Property assets |
13,940 |
14,648 |
Other non-current assets |
156 |
138 |
Non-current assets |
14,096 |
14,786 |
|
|
|
Other net current liabilities |
(364) |
(257) |
Adjusted net debt |
(4,223) |
(4,765) |
Other non-current liabilities |
(11) |
(90) |
EPRA net assets (undiluted) |
9,498 |
9,674 |
Convertible dilution |
- |
400 |
EPRA net assets (diluted) |
9,498 |
10,074 |
Non-controlling interests |
255 |
277 |
EPRA adjustments |
(277) |
(732) |
Net assets |
9,476 |
9,619 |
SUPPLEMENTARY DISCLOSURES
UNAUDITED
Table A: Summary income statement and balance sheet
Summary income statement based on proportional consolidation for the year ended 31 March 2017
The following pro forma information is unaudited and does not form part of the consolidated primary statements or the notes thereto. It presents the results of the Group, with its share of the results of joint ventures and funds included on a line-by-line basis and excluding non-controlling interests.
|
Year ended 31 March 2017 |
|
Year ended 31 March 2016 |
||||||
|
Group £m |
Joint ventures and funds £m |
Less £m |
Proportionally consolidated £m |
|
Group £m |
Joint ventures and funds £m |
Less £m |
Proportionally consolidated £m |
Gross rental income |
442 |
220 |
(19) |
643 |
|
451 |
231 |
(28) |
654 |
Property operating expenses |
(25) |
(10) |
2 |
(33) |
|
(26) |
(9) |
1 |
(34) |
Net rental income |
417 |
210 |
(17) |
610 |
|
425 |
222 |
(27) |
620 |
|
|
|
|
|
|
|
|
|
|
Administrative expenses |
(84) |
(2) |
- |
(86) |
|
(93) |
(5) |
4 |
(94) |
Net fees and other income |
17 |
- |
- |
17 |
|
16 |
- |
1 |
17 |
Ungeared Income Return |
350 |
208 |
(17) |
541 |
|
348 |
217 |
(22) |
543 |
|
|
|
|
|
|
|
|
|
|
Net financing costs |
(78) |
(76) |
3 |
(151) |
|
(106) |
(82) |
8 |
(180) |
Underlying Profit |
272 |
132 |
(14) |
390 |
|
242 |
135 |
(14) |
363 |
Underlying taxation |
- |
- |
- |
- |
|
2 |
- |
- |
2 |
Underlying Profit after taxation |
272 |
132 |
(14) |
390 |
|
244 |
135 |
(14) |
365 |
Valuation movement |
|
|
|
(237) |
|
|
|
|
861 |
Other capital and taxation (net)1 |
|
|
|
(433) |
|
|
|
|
48 |
Capital and other |
|
|
|
(670) |
|
|
|
|
909 |
Total return |
|
|
|
(280) |
|
|
|
|
1,274 |
1 Includes other comprehensive income, movement in dilution of share options and the movement in items excluded for EPRA NAV.
Summary balance sheet based on proportional consolidation as at 31 March 2017
The following pro forma information is unaudited and does not form part of the consolidated primary statements or the notes thereto. It presents the composition of the EPRA net assets of the Group, with its share of the net assets of the joint venture and fund assets and liabilities included on a line-by-line basis, and excluding non-controlling interests, and assuming full dilution.
|
Group £m |
Share of joint ventures £m |
Less non-controlling interests £m |
Share £m |
Deferred £m |
Mark-to-market on effective cash flow hedges and related debt adjustments £m |
Head £m |
Valuation surplus on trading properties £m |
EPRA Net assets 31 March 2017 £m |
EPRA Net assets 31 March 2016 £m |
Retail properties |
5,066 |
2,021 |
(381) |
- |
- |
- |
(52) |
- |
6,654 |
7,341 |
Office properties |
4,155 |
2,792 |
- |
- |
- |
- |
(15) |
83 |
7,015 |
7,024 |
Canada Water properties |
280 |
- |
- |
- |
- |
- |
(9) |
- |
271 |
283 |
Other properties |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Total properties |
9,501 |
4,813 |
(381) |
- |
- |
- |
(76) |
83 |
13,940 |
14,648 |
Investments in joint ventures and funds |
2,766 |
(2,766) |
- |
- |
- |
- |
- |
- |
- |
- |
Joint venture held for sale |
540 |
(540) |
- |
- |
- |
- |
- |
- |
- |
- |
Other investments |
154 |
(3) |
- |
- |
- |
- |
- |
- |
151 |
138 |
Other net (liabilities) assets |
(391) |
(101) |
7 |
36 |
3 |
- |
76 |
- |
(370) |
(347) |
Net debt |
(3,094) |
(1,403) |
119 |
- |
- |
155 |
- |
- |
(4,223) |
(4,765) |
Dilution due to convertible bond |
- |
- |
- |
- |
- |
- |
- |
- |
- |
400 |
Net assets |
9,476 |
- |
(255) |
36 |
3 |
155 |
- |
83 |
9,498 |
10,074 |
EPRA NAV per share (note 2) |
|
|
|
|
|
|
|
|
915p |
919p |
EPRA Net Assets Movement
|
Year ended |
|
Year ended |
||
£m |
Pence per share |
|
£m |
Pence per share |
|
Opening EPRA NAV |
10,074 |
919 |
|
9,035 |
829 |
Income return |
390 |
36 |
|
365 |
34 |
Capital return |
(670) |
(13) |
|
909 |
77 |
Dividend paid |
(296) |
(27) |
|
(235) |
(21) |
Closing EPRA NAV |
9,498 |
915 |
|
10,074 |
919 |
Table B: EPRA Performance measures
EPRA Performance measures summary table
|
2017 |
|
2016 |
|||
£m |
Pence per share |
|
£m |
Pence per share |
||
EPRA Earnings |
- basic |
390 |
37.9 |
|
365 |
35.6 |
|
- diluted |
390 |
37.8 |
|
371 |
34.1 |
EPRA Net Initial Yield |
|
4.3% |
|
|
4.1% |
|
EPRA 'topped-up' Net Initial Yield |
|
4.5% |
|
|
4.5% |
|
EPRA Vacancy Rate |
|
4.8% |
|
|
2.0% |
|
2017 |
|
2016 |
||
Net assets |
Net asset |
|
Net assets |
Net asset |
|
EPRA NAV |
9,498 |
915 |
|
10,074 |
919 |
EPRA NNNAV |
8,938 |
861 |
|
9,640 |
880 |
Calculation and reconciliation of EPRA/IFRS earnings and EPRA/IFRS earnings per share
|
2017 £m |
2016 £m |
Profit attributable to the shareholders of the Company |
193 |
1,345 |
Exclude: |
|
|
Group - current taxation |
(1) |
(2) |
Group - deferred taxation |
- |
(31) |
Joint ventures and funds - current taxation |
- |
1 |
Joint ventures and funds - deferred taxation |
(1) |
- |
Group - valuation movement |
144 |
(616) |
Group - loss (profit) on disposal of investment properties and investments |
5 |
(35) |
Group - profit on disposal of trading properties |
(7) |
(10) |
Joint ventures and funds - net valuation movement (including result on disposals) |
75 |
(263) |
Joint ventures and funds - capital financing costs |
6 |
- |
Changes in fair value of financial instruments and associated close-out costs |
(13) |
(31) |
Non-controlling interests in respect of the above |
(11) |
5 |
Underlying Profit |
390 |
363 |
Group - underlying current taxation |
- |
2 |
EPRA earnings - basic |
390 |
365 |
Dilutive effect of 2012 convertible bond |
- |
6 |
EPRA earnings - diluted |
390 |
371 |
|
|
|
Profit attributable to the shareholders of the Company |
193 |
1,345 |
Dilutive effect of 2012 convertible bond1 |
(33) |
(42) |
IFRS earnings - diluted1 |
160 |
1,303 |
1 The 2016 comparative figures for the dilutive effect of the 2012 convertible bond and IFRS diluted earnings have been restated - see Note 1.
|
2017 Number million |
2016 Number million |
Weighted average number of shares |
1,040 |
1,036 |
Adjustment for Treasury shares |
(11) |
(11) |
IFRS/EPRA Weighted average number of shares (basic) |
1,029 |
1,025 |
Dilutive effect of share options |
1 |
2 |
Dilutive effect of ESOP shares |
3 |
4 |
Dilutive effect of 2012 convertible bond |
58 |
58 |
IFRS Weighted average number of shares (diluted) |
1,091 |
1,089 |
Dilutive effect of 2012 convertible bond |
(58) |
- |
EPRA Weighted average number of shares (diluted) |
1,033 |
1,089 |
Net assets per share
|
2017 |
|
2016 |
||
£m |
Pence |
|
£m |
Pence |
|
Balance sheet net assets |
9,476 |
|
|
9,619 |
|
Deferred tax arising on revaluation movements |
3 |
|
|
5 |
|
Mark-to-market on effective cash flow hedges and related debt adjustments |
155 |
|
|
198 |
|
Dilution effect of share options |
36 |
|
|
36 |
|
Surplus on trading properties |
83 |
|
|
93 |
|
Convertible bond adjustment |
- |
|
|
400 |
|
Less non-controlling interests |
(255) |
|
|
(277) |
|
EPRA NAV |
9,498 |
915 |
|
10,074 |
919 |
Deferred tax arising on revaluation movements |
(19) |
|
|
(24) |
|
Mark-to-market on effective cash flow hedges and related debt adjustments |
(155) |
|
|
(153) |
|
Mark-to-market on debt |
(386) |
|
|
(257) |
|
EPRA NNNAV |
8,938 |
861 |
|
9,640 |
880 |
EPRA NNNAV is the EPRA NAV adjusted to reflect the fair value of the debt and derivatives and to include the deferred taxation on revaluations and derivatives.
|
2017 Number million |
2016 Number million |
Number of shares at year end |
1,040 |
1,040 |
Adjustment for treasury shares |
(11) |
(11) |
IFRS/EPRA number of shares (basic) |
1,029 |
1,029 |
Dilutive effect of share options |
3 |
2 |
Dilutive effect of ESOP shares |
6 |
7 |
Dilutive effect of 2012 convertible bond |
58 |
58 |
IFRS number of shares (diluted) |
1,096 |
1,096 |
Dilutive effect of 2012 convertible bond |
(58) |
- |
EPRA number of shares (diluted) |
1,038 |
1,096 |
EPRA Net Initial Yield and 'topped-up' Net Initial Yield
|
2017 |
2016 |
Investment property - wholly-owned |
9,210 |
9,787 |
Investment property - share of joint ventures and funds |
4,730 |
4,861 |
Less developments, residential and land |
(798) |
(894) |
Completed property portfolio |
13,142 |
13,754 |
Allowance for estimated purchasers' costs |
897 |
985 |
Gross up completed property portfolio valuation (A) |
14,039 |
14,739 |
Annualised cash passing rental income |
607 |
607 |
Property outgoings |
(9) |
(8) |
Annualised net rents (B) |
598 |
599 |
Rent expiration of rent-free periods and fixed uplifts1 |
30 |
63 |
'Topped-up' net annualised rent (C) |
628 |
662 |
EPRA Net Initial Yield (B/A) |
4.3% |
4.1% |
EPRA 'topped-up' Net Initial Yield (C/A) |
4.5% |
4.5% |
Including fixed/minimum uplifts received in lieu of rental growth |
11 |
24 |
Total 'topped-up' net rents (D) |
639 |
686 |
Overall 'topped-up' Net Initial Yield (D/A) |
4.6% |
4.7% |
'Topped-up' net annualised rent |
628 |
662 |
ERV vacant space |
34 |
14 |
Reversions |
38 |
42 |
Total ERV (E) |
700 |
718 |
Net Reversionary Yield (E/A) |
5.0% |
4.9% |
1 The weighted average period over which rent-free periods expire is 1 year (2015/16: 1 year).
The above is stated for the UK portfolio only.
EPRA Net Initial Yield (NIY) basis of calculation
EPRA NIY is calculated as the annualised net rent (on a cash flow basis), divided by the gross value of the completed property portfolio. The valuation of our completed property portfolio is determined by our external valuers as at 31 March 2017, plus an allowance for estimated purchaser's costs. Estimated purchaser's costs are determined by the relevant stamp duty liability, plus an estimate by our valuers of agent and legal fees on notional acquisition. The net rent deduction allowed for property outgoings is based on our valuers' assumptions on future recurring non-recoverable revenue expenditure.
In calculating the EPRA 'topped-up' NIY, the annualised net rent is increased by the total contracted rent from expiry of rent-free periods and future contracted rental uplifts where defined as not in lieu of growth. Overall 'topped-up' NIY is calculated by adding any other contracted future uplift to the 'topped-up' net annualised rent.
The net reversionary yield is calculated by dividing the total estimated rental value (ERV) for the completed property portfolio, as determined by our external valuers, by the gross completed property portfolio valuation.
The EPRA vacancy rate is calculated as the ERV of the unrented, lettable space as a proportion of the total rental value of the completed property portfolio.
EPRA Vacancy Rate
|
2017 £m |
2016 £m |
Annualised potential rental value of vacant premises |
34 |
14 |
Annualised potential rental value for the completed property portfolio |
710 |
728 |
EPRA Vacancy Rate |
4.8% |
2.0% |
The above is stated for the UK portfolio only. A discussion of significant factors affecting vacancy rates is included within the Strategic Report within the British Land Annual Report and Accounts.
EPRA Cost Ratios
|
2017 £m |
2016 £m |
|
Property operating expenses |
23 |
25 |
|
Administrative expenses |
84 |
90 |
|
Share of joint ventures and funds expenses |
12 |
13 |
|
Less: |
Performance and management fees (from joint ventures and funds) |
(9) |
(9) |
|
Net other fees and commissions |
(8) |
(8) |
|
Ground rent costs |
(2) |
(3) |
EPRA Costs (including direct vacancy costs) (A) |
100 |
108 |
|
Direct vacancy costs |
(12) |
(11) |
|
EPRA Costs (excluding direct vacancy costs) (B) |
88 |
97 |
|
Gross Rental Income less ground rent costs |
412 |
429 |
|
Share of joint ventures and funds (GRI less ground rent costs) |
229 |
222 |
|
Total Gross Rental Income less ground rent costs (C) |
641 |
651 |
|
|
|
|
|
EPRA Cost Ratio (including direct vacancy costs) (A/C) |
15.6% |
16.6% |
|
EPRA Cost Ratio (excluding direct vacancy costs) (B/C) |
13.7% |
14.9% |
|
|
|
|
|
Overhead and operating expenses capitalised (including share of joint ventures and funds) |
5 |
4 |
In the current year, employee costs in relation to staff time on development projects have been capitalised into the base cost of relevant development assets.
Table C: Gross rental income
|
2017 £m |
2016 £m |
Rent receivable |
633 |
615 |
Spreading of tenant incentives and guaranteed rent increases |
8 |
36 |
Surrender premia |
2 |
3 |
Gross rental income |
643 |
654 |
The current and prior year information is presented on a proportionally consolidated basis, excluding non-controlling interests.
Table D: Property related capital expenditure
|
2017 |
|
2016 |
||||
|
Group |
Joint |
Total |
|
Group |
Joint |
Total |
Acquisitions |
88 |
- |
88 |
|
238 |
- |
238 |
Development |
131 |
14 |
145 |
|
104 |
58 |
162 |
Like-for-like portfolio |
67 |
47 |
114 |
|
99 |
6 |
105 |
Other |
20 |
2 |
22 |
|
25 |
15 |
40 |
Total property related capex |
306 |
63 |
369 |
|
466 |
79 |
545 |
The above is presented on a proportionally consolidated basis, excluding non-controlling interests and business combinations. The 'Other' category contains amounts owing to tenant incentives of £10m (2015/16: £27m), capitalised staff costs of £5m (2015/16: £4m) and capitalised interest of £7m (2015/16: £9m).