Interim Results - Part 2
Land Securities Group Plc
16 November 2005
16 November 2005
Land Securities Group PLC ('Land Securities' / 'the Group')
Interim results for the six months ended 30 September 2005
Unaudited consolidated income statement for the six months ended 30 September
2005
Six Six Six Six Six Six Year Year Year
months months months months months months ended ended ended
ended ended ended ended ended ended 31/03/ 31/03/ 31/03/
30/09/ 30/09/ 30/09/ 30/09/ 30/09/ 30/09/ 2005 2005 2005
2005 2005 2005 2004 2004 2004
Notes Before Except- Total Before Excep- Total Before Except- Total £m
exceptional ional £m excep- tional £m except- ional
items items tional items ional Items
£m £m items £m items £m
£m £m
Income: Group 3 997.3 - 997.3 962.7 - 962.7 1,858.2 - 1,858.2
and share of
joint ventures
Less: share of 3 (122.6) - (122.6) (132.4) - (132.4) (249.1) - (249.1)
joint ventures
revenue
_______ _______ _______ _______ _______ ______ _______ _______ _______
Group revenue 3 874.7 - 874.7 830.3 - 830.3 1,609.1 - 1,609.1
Costs (618.0) - (618.0) (593.4) (5.2) (598.6) (1,120.8) (14.8) (1,135.6)
______ _______ _______ _______ _______ _____ ______ ______ ______
256.7 - 256.7 236.9 (5.2) 231.7 488.3 (14.8) 473.5
Profit on 3 16.3 - 16.3 9.0 - 9.0 112.0 - 112.0
disposal of
fixed asset
properties
Profit on 3 - 293.0 293.0 - - - - - -
disposal of
joint venture
Net gain on 3 726.0 - 726.0 407.8 - 407.8 827.9 - 827.9
revaluation of
investment
properties
Goodwill 3 - (64.5) (64.5) - - - - (12.7) (12.7)
impairment
______ _______ _______ _______ _______ _____ ______ ______ ______
Operating profit 3 999.0 228.5 1,227.5 653.7 (5.2) 648.5 1,428.2 (27.5) 1,400.7
Interest expense 4 (101.8) - (101.8) (99.3) - (99.3) (203.2) (49.8) (253.0)
Interest income 4 9.6 - 9.6 9.0 - 9.0 18.3 - 18.3
______ _______ _______ _______ _______ _____ ______ ______ ______
906.8 228.5 1,135.3 563.4 (5.2) 558.2 1,243.3 (77.3) 1,166.0
Share of the 12 37.4 - 37.4 43.3 - 43.3 76.1 - 76.1
profits of
joint ventures
(post tax)
Distribution 12 11.7 - 11.7 24.4 - 24.4 65.4 - 65.4
received from
joint venture
______ _______ _______ _______ _______ _____ ______ ______ ______
Profit before tax 3 955.9 228.5 1,184.4 631.1 (5.2) 625.9 1,384.8 (77.3) 1,307.5
Income tax expense 5 (265.2) (90.0) (355.2) (174.9) 1.5 (173.4) (265.8) 19.2 (246.6)
______ _______ _______ _______ _______ _____ ______ ______ ______
Profit for the 690.7 138.5 829.2 456.2 (3.7) 452.5 1,119.0 (58.1) 1,060.9
financial period
====== ====== ====== ====== ====== ==== ====== ====== ======
Earnings per share
Basic earnings 7 177.26p 97.06p 227.32p
per share *
Diluted 7 176.46p 96.75p 226.45p
earnings per
share *
* adjusted earnings per share is given in note 7
Unaudited consolidated statement of recognised income and expense for the six
months ended 30 September 2005
Six Six
months months Year
ended ended ended
30/09/05 30/09/04 31/03/05
£m £m £m
Actuarial profits / (losses) on defined benefit pension schemes (net of deferred tax) 3.6 1.2 (3.2)
Fair value movement on cash flow hedges taken to equity (net of deferred tax)
- Group (3.7) - -
- joint ventures (5.1) - -
_______ _______ ______
Net (loss) / gain recognised directly in equity (5.2) 1.2 (3.2)
Profit for the financial period 829.2 452.5 1,060.9
_______ _______ ______
Total gains and losses recognised since the last financial statements 824.0 453.7 1,057.7
====== ====== ======
The notes below form an integral part of these financial statements.
Unaudited Unaudited Unaudited Unaudited
Consolidated Consolidated Consolidated consolidated
balance sheet balance sheet balance sheet balance sheet
at at at at
30 September 30 September 30 September 30 September
2005 2005 2005 2005
Notes 30/09/05 30/09/04 31/03/05
£m £m £m
Non-current assets
Investment properties 9 10,140.4 7,960.7 8,240.1
Property, plant and equipment
Operating properties 9 554.9 766.9 546.3
Other property, plant and equipment 9 64.9 56.6 57.9
Net investment in finance leases 10 221.5 192.5 161.1
Goodwill 11 34.3 34.3 34.3
Investments in joint ventures 12 697.3 631.7 854.9
_______ _______ ______
11,713.3 9,642.7 9,894.6
_______ _______ ______
Current assets
Trading properties and long-term development 13 220.2 120.0 164.0
contracts
Trade and other receivables 14 409.3 423.1 515.8
Short-term investments 8.2 111.5 -
Cash and cash equivalents 20.0 5.8 5.0
_______ _______ ______
Total current assets 657.7 660.4 684.8
_______ _______ ______
Total assets 12,371.0 10,303.1 10,579.4
_______ _______ ______
Current liabilities
Short-term borrowings and overdrafts 15 (55.4) (25.4) (50.8)
Trade and other payables 16 (738.9) (607.8) (595.5)
_______ _______ ______
Total current liabilities (794.3) (633.2) (646.3)
_______ _______ ______
Non-current liabilities
Non-current payables 17 (76.8) (52.2) (61.6)
Borrowings 18 (3,055.0) (2,885.2) (2,392.3)
Pension deficit 19 (4.9) (5.8) (10.9)
Deferred tax liabilities 20 (1,713.6) (1,237.4) (1,418.0)
_______ _______ ______
Total non-current liabilities (4,850.3) (4,180.6) (3,882.8)
_______ _______ ______
Total liabilities (5,644.6) (4,813.8) (4,529.1)
_______ _______ ______
Net assets 6,726.4 5,489.3 6,050.3
======== ======== ========
Equity
Ordinary shares 21 46.9 46.7 46.8
Own shares acquired 21 (4.0) (2.1) (2.1)
Share based payments 21 4.5 1.7 3.3
Share premium 21 37.9 24.3 31.4
Capital redemption reserve 21 30.5 23.8 30.5
Retained earnings 21 6,610.6 5,394.9 5,940.4
_______ _______ ______
Total shareholders' equity 6,726.4 5,489.3 6,050.3
======== ======== ========
Unaudited consolidated cash flow statement for the six months ended 30 September
2005
Six months Six months Year
ended ended ended
30/09/05 30/09/04 31/03/05
£m £m £m
Net cash generated from operations
Cash generated from operations 178.7 201.4 524.4
Interest paid (96.2) (102.4) (398.4)
Interest received 9.6 9.0 18.3
Taxation (corporation tax paid) 7.8 4.4 3.6
________ ________ ________
Net cash inflow from operations 99.9 112.4 147.9
Cash flows from investing activities
________ ________ ________
Investment property development expenditure (85.4) (74.0) (215.3)
Acquisition of investment properties (785.9) (185.5) (311.9)
Other investment property related expenditure (18.4) (31.3) (40.6)
Capital expenditure associated with property outsourcing (16.5) (23.9) (122.5)
________ ________ ________
Capital expenditure on properties (906.2) (314.7) (690.3)
Sale of fixed asset investment properties 433.2 32.2 337.8
Sale of fixed asset operating properties 1.2 22.7 355.3
________ ________ ________
Net expenditure on properties (471.8) (259.8) 2.8
Net expenditure on non-property related fixed assets (12.1) (5.6) (19.3)
________ ________ ________
Net cash outflow from capital expenditure (483.9) (265.4) (16.5)
Loans (made to) / repaid by joint ventures (5.3) (244.0) (266.5)
Distributions from joint ventures 206.9 206.2 245.8
Proceeds from sale of joint venture 293.0 - -
Slough Estates (net of cash acquired) - - (5.4)
Tops Estates (net of cash acquired) (321.2) - -
________ ________ ________
Net cash used in investing activities (310.5) (303.2) (42.6)
Cash flows from financing activities
________ ________ ________
Issue of shares 6.6 8.5 15.7
Purchase of own share capital (1.9) (2.1) (2.1)
Increase / (decrease) in debt 640.8 186.8 (180.2)
Debt repaid on acquisition of Tops Estates (257.9) - -
Dividend paid to ordinary shareholders (153.8) (126.9) (175.5)
________ ________ ________
Net cash from / (used) in financing activities 233.8 66.3 (342.1)
________ ________ ________
Increase / (decrease) in cash and cash equivalents at end of 23.2 (124.5) (236.8)
the period
======== ======== ========
Reconciliation of cash generated from operations
Profit for the financial period 829.2 452.5 1,060.9
Income tax expense 355.2 173.4 246.6
________ ________ ________
Profit before tax 1,184.4 625.9 1,307.5
Distribution received from joint venture (11.7) (24.4) (65.4)
Share of the profits of joint ventures (post tax) (37.4) (43.3) (76.1)
________ ________ ________
1,135.3 558.2 1,166.0
Interest income (9.6) (9.0) (18.3)
Interest expense 101.8 99.3 253.0
________ ________ ________
Operating profit 1,227.5 648.5 1,400.7
Adjustments for:
Depreciation 13.0 10.5 38.4
Profit on disposal of fixed assets (16.3) (9.0) (112.0)
Profit on disposal of joint venture (293.0) - -
Net gain on revaluation of investment properties (726.0) (407.8) (830.7)
Goodwill impairment 64.5 - 12.7
Changes in working capital
Decrease / (increase) in stock (40.2) 10.1 (31.2)
Increase in debtors (12.2) (51.1) (48.9)
(Increase) / decrease in creditors (38.6) 0.2 95.4
________ ________ ________
Net cash generated from operations 178.7 201.4 524.4
======== ======== ========
1. Interim results
The financial information contained in this report does not constitute statutory
accounts within the meaning of Section 240 of the Companies Act 1985. The
Annual Report and Accounts for the year ended 31 March 2005, which were prepared
under UK GAAP and which received an unqualified auditors' report and did not
contain a statement under Section 237(2) or (3) of the Companies Act 1985 and
have been filed with the Registrar of Companies. Prior year comparatives have
been restated for IFRS conversion adjustments and remain unaudited. The
unaudited financial information contained in this report has been prepared on
the basis of the accounting policies set out in note 23.
These interim accounts have been prepared, in so far as applicable, as to
measurement and presentation in accordance with International Accounting
Standards (IAS) and International Financial Reporting Standards (IFRS) issued by
the International Accounting Standards Board (IASB) up to the date of this
announcement and applicable to the Group for the period under review. All such
standards have been endorsed by the European Union ('the EU'), with the
exception of an amendment to IAS 19 'Retirement Benefits' allowing actuarial
gains and losses to be recognised immediately within equity, the endorsement of
which is in process. These standards are also collectively referred to as IFRS.
The Interim Results for the six months ended 30 September 2005 were approved by
the Directors on 15 November 2005.
2. Transition to International Financial Reporting Standards (IFRS)
All listed companies in the EU are required to present their consolidated
financial statements for accounting periods beginning on or after 1 January 2005
in accordance with IFRS as adopted by the EU. The Group's consolidated
financial statements for the year ending 31 March 2006 will therefore be
presented on this basis with IFRS comparatives. This Interim Report has been
prepared on the basis of the IFRS accounting policies expected to be adopted in
the consolidated financial statements for the year ending 31 March 2006.
The Group's transition date for the adoption of IFRS is 1 April 2004. The Group
has also adopted IAS 32 'Financial Instruments: Disclosure and Presentation' and
IAS 39 'Financial Instruments: Recognition and Measurement' from 1 April 2004.
This transition date has been selected in accordance with IFRS 1 'First-time
adoption of International Financial Reporting Standards'.
The principal differences for the Group between reporting under IFRS as compared
to UK GAAP are:
(i) Recognising revaluation surpluses and deficits in the income statement;
(ii) Providing in full for deferred tax on revaluations and charging movements
on this provision through the income statement;
(iii) Restating the financial effects of the November 2004 debt refinancing;
(iv) Showing the Group's share of the profit after tax and net assets of all
its joint ventures and joint arrangements as single lines in the income
statement and balance sheet respectively;
(v) Ceasing to amortise goodwill but instead testing for impairment; and
(vi) No longer recognising dividends payable to shareholders prior to their
approval by the Annual General Meeting in the case of the final dividend
and by the board in the case of the interim dividend.
The application of IFRS has also changed the presentation of the cash flow
statement which now shows cash flows derived from three types of activities -
operating, investing and financing. In addition, under IFRS, the cash flow
statement includes all cash flows in respect of cash and cash equivalents. This
is a broader definition of cash than under UK GAAP.
At this stage in the development of IFRS, matters such as the interpretation and
application of IFRS are continuing to evolve. In addition, standards currently
in issue and endorsed by the EU are subject to interpretation by the
International Financial Reporting Interpretations Committee ('IFRIC') and
further standards may be issued and endorsed by the EU before 31 March 2006.
These uncertainties could result in the need to change the basis of accounting
or presentation of certain financial information from that applied in the
preparation of this document.
As a general rule, the Group is required to establish its IFRS accounting
policies for the year ending 31 March 2006 and apply these retrospectively to
determine its opening IFRS balance sheet at the transition date of 1 April 2004
and the comparative information for the year ended 31 March 2005. However,
advantage has been taken of certain exemptions afforded by IFRS 1 'First-time
adoption of IFRS' as follows:
• Business combinations prior to 1 April 2004; and
• The Group has applied IFRS 2 'Share-based payment', retrospectively only
to awards made after 7 November 2002 that had not vested at 1 January 2005.
The preparation of financial statements in conformity with IFRS requires the use
of estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Although these estimates are
based on management's best knowledge of the amount, event or actions, actual
results may ultimately differ from those estimates.
3. Segmental information
Six months ended 30/09/2005 Six months ended 30/09/2004
Retail London Other Property Total Retail London Other Property Total
portfolio portfolio investment outsourcing £m portfolio portfolio investment outsourcing £m
£m £m portfolio £m £m £m portfolio £m
£m £m
______ _______ ______ _______ _______ ______ _______ _______ ______ ______
Group 115.9 131.9 2.4 - 250.2 96.5 121.2 10.4 - 228.1
Share of 27.3 - - - 27.3 20.3 - - - 20.3
joint
ventures
______ _______ ______ ______ _______ ______ ______ _______ ______ ______
Total rental 143.2 131.9 2.4 - 277.5 116.8 121.2 10.4 - 248.4
income
______ _______ ______ ______ _______ ______ ______ _______ ______ ______
Group 19.0 19.2 0.1 - 38.3 15.7 14.5 0.9 - 31.1
Share of joint 9.0 - - - 9.0 6.3 - - - 6.3
ventures
______ _______ ______ ______ _______ ______ ______ _______ ______ ______
Total service 28.0 19.2 0.1 - 47.3 22.0 14.5 0.9 - 37.4
charge income
______ _______ ______ ______ _______ ______ ______ _______ ______ ______
Group - - - 439.2 439.2 - - - 390.6 390.6
Share of joint - - - 80.8 80.8 - - - 81.6 81.6
ventures
______ _______ ______ ______ _______ ______ ______ _______ ______ ______
Total - - - 520.0 520.0 - - - 472.2 472.2
property
services
income
______ _______ ______ ______ _______ ______ ______ _______ ______ ______
Group - 41.7 3.6 - 45.3 - - 0.1 85.2 85.3
Share of joint - - - 5.5 5.5 - - - 24.2 24.2
ventures
______ _______ ______ ______ _______ ______ ______ _______ ______ ______
Total trading - 41.7 3.6 5.5 50.8 - - 0.1 109.4 109.5
property sale
proceeds
Long-term - 52.6 49.1 - 101.7 - 28.1 67.1 - 95.2
development
contract
income
______ _______ ______ ______ _______ ______ _______ _______ ______ ______
Gross 171.2 245.4 55.2 525.5 997.3 138.8 163.8 78.5 581.6 962.7
property
income
Less: share (36.3) - - (86.3) (122.6) (26.6) - - (105.8) (132.4)
of joint
ventures
______ _______ ______ ______ _______ ______ _______ _______ ______ ______
Revenue 134.9 245.4 55.2 439.2 874.7 112.2 163.8 78.5 475.8 830.3
Rents payable (4.1) (1.0) - (91.0) (96.1) (3.7) (0.8) - (88.2) (92.7)
Other direct (25.1) (22.4) (0.4) (293.2) (341.1) (14.2) (21.7) (2.4) (238.8) (277.1)
property or
contract
expenditure
Indirect (11.8) (9.6) (4.8) (4.0) (30.2) (11.2) (8.7) (4.0) (2.4) (26.3)
property or
contract
expenditure
Long-term - (42.4) (48.6) - (91.0) - (28.1) (67.1) - (95.2)
development
contract
expenditure
Bid costs - - - (2.8) (2.8) - - - (0.7) (0.7)
Costs of - (34.9) (2.7) - (37.6) - - - (81.8) (81.8)
sales of
trading
properties
Depreciation (0.4) (0.1) (0.1) (11.3) (11.9) - (0.5) (0.1) (13.3) (13.9)
______ _______ ______ ______ _______ ______ _______ _______ ______ ______
93.5 135.0 (1.4) 36.9 264.0 83.1 104.0 4.9 50.6 242.6
Profit on 2.3 14.4 (0.2) (0.2) 16.3 1.7 1.5 0.1 5.7 9.0
sale of fixed
asset properties
Net gain on 312.4 412.7 0.6 0.3 726.0 197.4 178.4 32.0 - 407.8
revaluation
of investment
properties
Goodwill (64.5) - - - (64.5) - - - - -
impairment
Exceptional - - - 293.0 293.0 - - - - -
income
______ _______ ______ ______ _______ ______ _______ _______ ______ ______
Segment 343.7 562.1 (1.0) 330.0 1,234.8 282.2 283.9 37.0 56.3 659.4
result
====== ======= ======== ======= ====== ======= ======= =======
Unallocated (7.3) (5.7)
expenses
Exceptional - (5.2)
costs
______ ______
Operating 1,227.5 648.5
profit before
net financing
costs
Net financing
costs
- ordinary (92.2) (90.3)
- exceptional - -
______ ______
1,135.3 558.2
Share of the profits of joint 37.4 43.3
ventures (post tax)
Distribution received from joint 11.7 24.4
venture
______ ______
Profit before tax 1,184.4 625.9
====== ======
Unallocated expenses are costs incurred centrally which are neither directly
attributable nor reasonably allocatable to individual segments.
Year ended Year ended Year ended Year ended Year ended
31/03/2005 31/03/2005 31/03/2005 31/03/2005 31/03/2005
Retail London Other Property Total
portfolio portfolio investment outsourcing 2005
£m £m portfolio £m £m
£m
_______ _______ ______ _______ _____
Group 200.6 249.2 16.5 - 466.3
Share of joint ventures 44.3 - - - 44.3
_______ _______ ______ _______ _____
Total rental income 244.9 249.2 16.5 - 510.6
_______ _______ ______ _______ _____
Group 30.9 33.3 1.3 - 65.5
Share of joint ventures 13.8 - - - 13.8
_______ _______ ______ _______ _____
Total service charge income 44.7 33.3 1.3 - 79.3
_______ _______ ______ _______ _____
Group - - - 763.6 763.6
Share of joint ventures - - - 165.3 165.3
_______ _______ ______ _______ _____
Total property services income - - - 928.9 928.9
_______ _______ ______ _______ _____
Group - 1.0 21.3 100.2 122.5
Share of joint ventures - - - 25.7 25.7
_______ _______ ______ _______ _____
Total trading property sale - 1.0 21.3 125.9 148.2
proceeds
Long-term development contract - 64.4 126.8 - 191.2
income
_______ _______ ______ _______ _____
Gross property income 289.6 347.9 165.9 1,054.8 1,858.2
Less: share of joint ventures (58.1) - - (191.0) (249.1)
_______ _______ ______ _______ _____
Revenue 231.5 347.9 165.9 863.8 1,609.1
Rents payable (7.7) (1.4) - (183.6) (192.7)
Other direct property or contract (38.4) (45.6) (3.9) (446.5) (534.4)
expenditure
Indirect property or contract (21.0) (16.9) (8.0) (8.1) (54.0)
expenditure
Long-term development contract - (53.2) (126.4) - (179.6)
expenditure
Bid costs - - - (2.6) (2.6)
Costs of sales of trading - (0.8) (15.1) (96.3) (112.2)
properties
Depreciation - (1.1) (0.1) (29.0) (30.2)
_______ _______ ______ _______ _____
164.4 228.9 12.4 97.7 503.4
Profit on sale of fixed asset 42.3 29.2 10.0 30.5 112.0
properties
Net gain on revaluation of 397.4 412.1 18.4 - 827.9
investment properties
Goodwill impairment (12.7) - - - (12.7)
Exceptional income - - - - -
_______ _______ ______ _______ _____
Segment result 591.4 670.2 40.8 128.2 1,430.6
======== ======= ======= =======
Unallocated expenses (15.1)
Exceptional costs (14.8)
_______
Operating profit before net 1,400.7
financing costs
Net financing costs - ordinary (184.9)
- exceptional (49.8)
_______
1,166.0
Share of the profits of joint 76.1
ventures (post tax)
Distribution received from joint 65.4
venture
_______
Profit before tax 1,307.5
=======
4. Net finance costs
Six months Six months Year ended
ended ended 31/03/05
30/09/05 30/09/04 £m
£m £m
Interest expense
Bond and debenture debt (72.4) (71.7) (149.9)
Bank borrowings (21.1) (36.1) (55.5)
Other interest payable (0.6) (0.5) (0.9)
Loans from joint ventures - (0.3) (0.3)
Fair value (losses) / gains on interest rate swaps (7.9) 6.7 (0.8)
Amortisation of bond exchange de-recognition (note 18) (13.3) - (11.2)
_______ ______ _______
Expected return on pension scheme assets 3.9 3.3 6.4
Interest on pension scheme liabilities (3.7) (3.4) (6.7)
_______ ______ _______
Net return on pension scheme 0.2 (0.1) (0.3)
Finance leases (2.1) (2.3) (4.4)
B-share dividends - (0.1) (0.1)
_______ ______ _______
(117.2) (104.4) (223.4)
Interest capitalised in relation to properties under development 15.4 5.1 20.2
_______ ______ _______
Total interest and similar charges payable - ordinary (101.8) (99.3) (203.2)
======= ======= =======
Cost of purchase and redemption of bonds and debenture debt - - (49.8)
_______ ______ _______
Total interest and similar charges payable - exceptional - - (49.8)
======= ======= =======
Interest income
Short-term deposits 0.2 3.7 7.1
Other interest receivable 1.7 1.5 2.7
Interest receivable from joint ventures 2.6 - -
Finance leases 5.1 3.8 8.5
_______ ______ _______
Total interest receivable 9.6 9.0 18.3
======= ======= =======
Net finance costs (92.2) (90.3) (234.7)
======= ======= =======
5. Income tax expense
Six months Six months Year ended
ended ended 31/03/05
30/09/05 30/09/04 £m
£m £m
Current tax expense
Corporation tax charge / (credit) for the period 123.4 36.5 (66.8)
Adjustment for prior years (0.6) 0.7 (26.0)
Tax in respect of property disposals 10.3 4.8 46.7
_______ ______ _______
Total current tax 133.1 42.0 (46.1)
_______ ______ _______
Deferred tax expense
Origination and reversal of timing differences 19.5 13.6 148.6
Released in respect of property disposals (15.0) (4.7) (104.2)
On valuation surplus 217.6 122.5 248.3
_______ ______ _______
Total deferred tax 222.1 131.4 292.7
_______ ______ _______
Total income tax expense in the income statement 355.2 173.4 246.6
======= ======= =======
The tax for the period is lower than the standard rate of corporation tax in the
UK (30%). The differences are explained below:
Profit on ordinary activities before taxation 1,184.4 625.9 1,307.5
_______ ______ _______
Profit on ordinary activities multiplied by rate of corporation tax in the UK 355.3 187.8 392.2
of 30% (2004: 30%)
Effects of:
Deferred tax released in respect of property disposals (15.0) (4.7) (104.2)
Corporation tax on disposal of fixed assets 5.9 2.2 13.6
Goodwill impairment 19.3 - 3.8
Joint venture accounting adjustments (8.0) (17.0) (37.7)
Prior year corporation tax adjustments (0.6) 0.7 (26.0)
Prior year deferred tax adjustments - (0.7) (3.4)
Non-allowable expenses and non-taxable items (1.7) 5.1 8.3
_______ ______ _______
355.2 173.4 246.6
======= ======= =======
6. Dividends
Six months Six months Year ended
ended ended 31/03/05
30/09/05 30/09/04 £m
£m £m
Ordinary dividends paid
Final dividend for the year ended 31 March 2005 (32.85p per share) 153.8 - -
Final dividend for the year ended 31 March 2004 (27.20p per share) - 126.9 126.9
Interim dividend for the year ended 31 March 2005 (10.40p per share) - - 48.6
_______ ______ _______
153.8 126.9 175.5
======= ======= =======
The board has proposed an interim dividend of 18.15p per share (interim dividend
for the year ended 31 March 2005: 10.40p) As required under IFRS, this dividend
is not recognised in the financial statements as it had not been approved by the
board at the balance sheet date.
7. Earnings per share
Earnings Six Six Year
months months ended
ended ended 31/03/05
30/09/05 30/09/04 £m
£m £m
Profit for the financial period 829.2 452.5 1,060.9
Revaluation surpluses net of deferred taxation - Group (508.3) (285.4) (579.6)
- joint ventures (25.1) (31.8) (48.7)
Fixed asset property disposals after current and deferred tax (24.6) (12.9) (178.4)
Goodwill impairment 64.5 - 12.7
Deferred tax arising from capital allowances on investment properties 4.5 4.1 9.3
Mark-to-market adjustment on interest rate swaps (net of deferred tax) 5.5 (3.3) 1.9
Eliminate amortisation of bond exchange de-recognition (net of deferred tax) 9.3 - 7.8
Deferred tax arising from capitalised interest on investment properties 4.4 1.5 5.2
Exceptional costs of debt restructuring - 3.7 45.4
Profit on disposal of joint venture (net of taxation) (203.0) - -
Adjustment to restate the Group's share of Telereal's earnings from an equity 5.0 0.8 (23.2)
to a distribution basis
_______ ______ _______
Adjusted earnings 161.4 129.2 313.3
======= ======= =======
Weighted average number of ordinary shares Six Six Year
months months ended
ended ended 31/03/05
30/09/05 30/09/04 No. m
No. m No. m
Weighted average number of ordinary shares 468.1 466.3 466.9
Effect of owned shares (0.3) (0.1) (0.2)
_______ ______ _______
Weighted average number of ordinary shares after adjusting for owned shares 467.8 466.2 466.7
Effect of dilutive share options 2.1 1.5 1.8
_______ ______ _______
Weighted average number of ordinary shares adjusted for dilutive instruments 469.9 467.7 468.5
======= ======= =======
Earnings per share Six Six Year
months months ended
ended ended 31/03/05
30/09/05 30/09/04 pence
pence pence
Basic earnings per share 177.26 97.06 227.32
Diluted earnings per share 176.46 96.75 226.45
Adjusted earnings per share 34.50 27.71 67.13
Adjusted diluted earnings per share 34.35 27.62 66.87
======= ======= =======
Adjusted earnings per share is disclosed in order to provide a better indication
of the Group's underlying business performance. Accordingly, it excludes the
effect of all exceptional items, revaluation surpluses and deficits,
mark-to-market adjustments on financial instruments used for hedging purposes
and the adjustment to interest payable resulting from the amortisation of the
bond exchange de-recognition. In addition, the deferred tax arising on capital
allowances in respect of investment properties has been eliminated as experience
has shown that these allowances are not in practice repayable. Deferred tax on
capitalised interest is also added back as this is effectively a permanent
timing difference.
8. Net assets per share
Shareholders' equity 30/09/05 30/09/04 31/03/05
£m £m £m
Net assets attributable to equity shareholders 6,726.4 5,489.3 6,050.3
Deferred tax arising on revaluation surpluses - Group 1,332.8 1,074.1 1,117.9
- joint 54.6 36.7 43.8
ventures
- acquired 83.3 - 19.0
Cumulative mark-to-market adjustment on interest rate swaps (net of deferred tax) 11.5 26.5 2.3
- Group
- joint ventures 6.4 1.3 1.3
Deferred tax arising from capital allowances on investment properties 125.8 104.4 112.7
Deferred tax arising from capitalised interest on investment properties 25.6 29.6 32.3
Reverse bond exchange de-recognition adjustment (net of deferred tax) (note 18) (385.7) - (395.0)
_______ ______ _______
Adjusted net assets attributable to equity shareholders 7,980.7 6,761.9 6,984.6
======= ======= =======
30/09/05 30/09/04 31/03/05
Number of ordinary shares No. m No. m No. m
Number of ordinary shares 468.6 466.9 467.8
Effect of dilutive share options 2.4 1.5 1.7
_______ ______ _______
Number of ordinary shares adjusted for dilutive instruments 471.0 468.4 469.5
======= ======= =======
Net assets per share 30/09/05 30/09/04 31/03/05
pence pence pence
Net assets per share 1435 1176 1293
Diluted net assets per share 1428 1172 1289
Adjusted net assets per share 1703 1448 1493
Adjusted diluted net assets per share 1694 1444 1488
======= ======= =======
Adjusted net assets per share excludes the deferred tax arising on revaluation
surpluses, mark-to-market adjustments on financial instruments used for hedging
purposes and the bond exchange de-recognition adjustment as this is felt to
better represent the real liabilities of the Group. In addition, the deferred
tax arising on capital allowances in respect of investment properties is
excluded as experience has shown that these allowances do not in practice
crystallise. Deferred tax on capitalised interest is also added back as this is
effectively a permanent timing difference.
9. Non-current assets
Property Property Property Property Property Property
Investment investment investment outsourcing outsourcing outsourcing
Investment Investment Investment
properties properties properties
Portfolio Development Total Operating Other Total
management programme £m and property £m
£m £m investment ,plant and
properties equipment
£m £m
Market value at 1 April 2005 8,618.2 747.6 9,365.8
- Group and share of joint ventures
- less: share of joint ventures (993.9) - (993.9)
_______ ______ _______
Market value at 1 April 2005 - Group 7,624.3 747.6 8,371.9
Less amount included in prepayments in (59.1) (3.7) (62.8)
respect of lease incentives
Less properties treated as finance leases (138.9) - (138.9)
Plus head leases capitalised 69.9 - 69.9
_______ ______ _______
Net book value at 1 April 2005 7,496.2 743.9 8,240.1 546.3 57.9 8,844.3
Properties transferred from portfolio (37.2) 37.2 - - - -
management into the development programme
during the period (at 1 April 2005 valuation)
Developments completed, let and 205.4 (205.4) - - - -
transferred from the development programme
into portfolio management during the period
Property acquisitions 1,378.5 - 1,378.5 - - 1,378.5
Capital expenditure 18.4 124.9 143.3 16.5 12.6 172.4
Capitalised interest - 12.8 12.8 - - 12.8
Sales (330.0) (1.3) (331.3) (1.2) (0.5) (333.0)
Transfer to inventories (16.0) - (16.0) - - (16.0)
Surrender premiums received (11.8) - (11.8) - - (11.8)
Depreciation (0.9) - (0.9) (7.0) (5.1) (13.0)
_______ ______ _______ _______ ______ _______
8,702.6 712.1 9,414.7 554.6 64.9 10,034.2
Surplus on revaluation 542.3 183.4 725.7 0.3 - 726.0
_______ ______ _______ _______ ______ _______
Net book value at 30 September 2005 9,244.9 895.5 10,140.4 554.9 64.9 10,760.2
======= ======= ======= ======= ======= =======
Reconciliation of net book value to market
value:
Net book value at 30 September 2005 9,244.9 895.5 10,140.4
Plus amount included in prepayments in 62.0 7.6 69.6
respect of lease incentives
Less head leases capitalised (57.3) - (57.3)
Plus properties treated as finance leases 191.9 - 191.9
_______ ______ _______
Market value at 30 September 2005 - Group 9,441.5 903.1 10,344.6
- plus: 1,119.6 30.0 1,149.6
share
of joint
ventures
(note 12)
_______ ______ _______
Market value at 30 September 2005 - Group 10,561.1 933.1 11,494.2
and share of joint ventures
======= ======= =======
10. Net investment in finance leases
30/09/05 30/09/04 31/03/05
£m £m £m
Net investment in finance leases 224.2 194.9 165.9
Less: amount recoverable in one year (note 14) (2.7) (2.4) (4.8)
_______ ______ _______
221.5 192.5 161.1
======= ======= =======
11. Goodwill
Six months Six months Year ended
ended ended 31/03/05
30/09/05 30/09/04 £m
£m £m
At beginning of period 34.3 34.3 34.3
Acquired during the period (note 22) 64.5 - 12.7
Impaired during the period (64.5) - (12.7)
_______ ______ _______
At end of period 34.3 34.3 34.3
======= ======= =======
The goodwill acquired in the period arose on the acquisition of Tops Estates
(see note 22), and is principally attributable to the provision of full deferred
tax on the revaluation of the investment properties of that Group. As required,
the goodwill has been subjected to an impairment review and full provision has
been made.
12. Investment in joint ventures
Six months ended 30 September 2005 and at 30 September 2005
Summary Scottish Metro Buchanan A2 Limited Martineau Bullring Bristol Other* Telereal Total
financial Retail Retail Galleries Partnership Galleries Limited Alliance £m £m £m
information Property Limited Limited £m Limited Partnership £m
of Group's Limited Partnership Partnership Partnership £m
share of Partnership £m £m £m
joint £m
ventures
Income
statement
Rental 9.3 5.1 4.2 0.2 0.5 6.1 1.9 - - 27.3
income
Service 3.4 1.0 1.1 - 0.2 3.3 - - - 9.0
charges and
other
recoveries
Property - - - - - - - - 80.8 80.8
services
income
Proceeds of - - - - - - - - 5.5 5.5
sales of
trading
properties
_______ ______ _______ _______ ______ _______ _______ ______ _______ _______
Revenue 12.7 6.1 5.3 0.2 0.7 9.4 1.9 - 86.3 122.6
Rents (0.1) - - - - - - - (17.1) (17.2)
payable
Other direct (4.5) (1.2) (1.2) - (0.4) (3.2) (0.2) - - (10.7)
property or
contract
expenditure
Indirect (0.4) (0.4) (0.1) - (0.1) (0.4) - - (7.6) (9.0)
property or
contract
expenditure
Costs of - - - - - - - - (1.3) (1.3)
sales of
trading
properties
Depreciation - - - - - - - - (7.1) (7.1)
_______ ______ _______ _______ ______ _______ _______ ______ _______ _______
7.7 4.5 4.0 0.2 0.2 5.8 1.7 - 53.2 77.3
Profit on - - - - - - - 0.2 0.9 1.1
sale of
fixed asset
properties
Net gain / 13.1 7.4 2.5 (0.1) (0.4) 13.7 (0.4) - - 35.8
(loss) on
revaluation
of investment
properties
_______ ______ _______ _______ ______ _______ _______ ______ _______ _______
Operating 20.8 11.9 6.5 0.1 (0.2) 19.5 1.3 0.2 54.1 114.2
profit /
(loss)
Net finance (5.1) (4.0) (2.5) (0.1) - - - 0.1 (32.9) (44.5)
costs
_______ ______ _______ _______ ______ _______ _______ ______ _______ _______
15.7 7.9 4.0 - (0.2) 19.5 1.3 0.3 21.2 69.7
Taxation (3.9) (2.4) (0.8) - 0.1 (4.2) 0.1 - (4.5) (15.6)
_______ ______ _______ _______ ______ _______ _______ ______ _______ _______
11.8 5.5 3.2 - (0.1) 15.3 1.4 0.3 16.7 54.1
Adjustment - - - - - - - - (16.7) (16.7)
due to net
liabilities
_______ ______ _______ _______ ______ _______ _______ ______ _______ _______
Share of 11.8 5.5 3.2 - (0.1) 15.3 1.4 0.3 - 37.4
profits /
(losses) of
joint
ventures
after tax
======= ======= ======= ======= ======= ======= ======= ====== ======= =======
Distribution received 11.7
from Telereal
=======
Balance sheet
_______ ______ _______ _______ ______ _______ ______ ______ _______ _____
Investment 328.2 257.8 161.8 10.6 22.4 278.3 87.0 13.0 - 1,159.1
properties **
Operating - - - - - - - - - -
properties
Current assets 16.0 10.1 5.2 0.2 2.6 9.4 7.9 1.3 - 52.7
_______ ______ _______ _______ ______ _______ _____ _____ _______ ______
344.2 267.9 167.0 10.8 25.0 287.7 94.9 14.3 - 1,211.8
_______ ______ _______ _______ ______ _______ _____ _____ _______ ______
Current (14.3) (9.9) (3.4) (4.1) (0.6) (4.1) (3.0) (0.8) - (40.2)
liabilities
Non-current (228.5) (187.2) - - - - (2.3) - - (418.0)
liabilities
Deferred tax (10.0) (5.0) 0.2 - (1.3) (38.1) (2.1) - - (56.3)
_______ ______ _______ _______ ______ _______ _____ _____ _______ ______
(252.8) (202.1) (3.2) (4.1) (1.9) (42.2) (7.4) (0.8) - (514.5)
Adjustment due - - - - - - - - - -
to net
liabilities
Transferred from - - - - - - - - - -
other
receivables
_______ ______ _______ _______ ______ _______ _____ _____ _______ _______
91.4 65.8 163.8 6.7 23.1 245.5 87.5 13.5 - 697.3
======= ======= ======= ======= ======= ======= ===== ===== ======= =======
Market value of 319.8 256.0 165.7 10.6 23.4 284.5 89.6 - - 1,149.6
investment
properties **
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Net investment
At 1 April 2005 293.6 39.6 163.5 - 23.5 238.2 82.0 14.5 - 854.9
Properties - - - - - - - - - -
contributed
Cash contributed - 19.8 - - - - - - - 19.8
Cost of - - - 6.7 - - - - - 6.7
acquisition
Share of post 11.8 5.5 3.2 - (0.1) 15.3 1.4 0.3 16.7 54.1
tax profits
Transferred from - - - - - - - - (5.0) (5.0)
other
receivables
Distributions (190.1) - (2.9) - (0.9) - - (1.3) (11.7) (206.9)
Fair value (4.0) (1.1) - - - - - - - (5.1)
movement on cash
flow hedges
taken to equity
Loan advances - 2.0 - - 0.6 - 7.1 - - 9.7
Loan repayments (19.9) - - - - (8.0) (3.0) - - (30.9)
_______ ______ _______ _______ ______ _______ _____ ______ _______ ______
At 30 September 91.4 65.8 163.8 6.7 23.1 245.5 87.5 13.5 - 697.3
2005
======= ======= ======= ======= ======= ======= =====.. ======= ======= =======
* Other includes the Martineau Limited Partnership and the Ebbsfleet Limited
Partnership
** The difference between the book value and the market value is the amount
included in prepayments in respect of lease incentives, head leases capitalised
and properties treated as finance leases.
Six months ended 30 September 2004 and at 30 September 2004
Summary Scottish Metro Buchanan A2 Limited Martineau Bullring Bristol Other Telereal Total
financial Retail Retail Galleries Partner-ship Galleries Limited Alliance £m £m £m
information Property Limited Limited £m Limited Partner- £m
of Group's Limited Partner- Partner-ship Partner- ship
share of Partner- ship £m ship £m
joint ship £m £m
ventures £m
Income
statement
Rental 8.5 2.8 - - 0.8 6.4 0.9 0.9 - 20.3
income
Service 2.7 0.4 - - 0.1 2.9 - 0.2 - 6.3
charges and
other
recoveries
Property - - - - - - - - 81.6 81.6
services
income
Proceeds of - - - - - - - - 24.2 24.2
sales of
trading
properties
_______ ______ _______ _______ ______ _______ _____ ______ _______ ______
Revenue 11.2 3.2 - - 0.9 9.3 0.9 1.1 105.8 132.4
Rents (0.6) - - - - - - - (18.2) (18.8)
payable
Other direct (3.5) (1.2) - - (0.3) (3.1) - (0.2) - (8.3)
property or
contract
expenditure
Indirect (0.2) - - - - (0.3) - - (6.6) (7.1)
property or
contract
expenditure
Costs of - - - - - - - - (8.7) (8.7)
sales of
trading
properties
Depreciation - - - - - - - - (6.6) (6.6)
_______ ______ _______ _______ ______ _______ _____ ______ _______ ______
6.9 2.0 - - 0.6 5.9 0.9 0.9 65.7 82.9
Profit on - - - - - - - (1.7) 5.1 3.4
sale of
fixed asset
properties
Net gain on 13.7 4.9 - - 0.5 26.4 - - - 45.5
revaluation
of
investment
properties
_______ ______ _______ _______ ______ _______ _____ ______ _______ ______
Operating 20.6 6.9 - - 1.1 32.3 0.9 (0.8) 70.8 131.8
profit /
(loss)
Net finance (0.3) (3.2) - - - 0.1 - 0.1 (33.1) (36.4)
costs
_______ ______ _______ _______ ______ _______ _____ ______ _______ ______
20.3 3.7 - - 1.1 32.4 0.9 (0.7) 37.7 95.4
Taxation (6.1) (1.2) - - (0.2) (7.9) - 1.0 (12.5) (26.9)
_______ ______ _______ _______ ______ _______ _____ ______ _______ ______
14.2 2.5 - - 0.9 24.5 0.9 0.3 25.2 68.5
Adjustment - - - - - - - - (25.2) (25.2)
due to net
liabilities
_______ ______ _______ _______ ______ _______ _____ ______ _______ ______
Share of 14.2 2.5 - - 0.9 24.5 0.9 0.3 - 43.3
profits of
joint
ventures
after tax
======= ======= ======= ======= ======= ====== ===== ====== ======= =======
Distribution received 24.4
from Telereal
=======
Balance sheet
_______ ______ ______ ______ ______ _______ _____ ______ ______ _______
Investment 271.6 143.5 - - 22.1 264.1 71.1 13.0 - 785.4
properties
Operating - - - - - - - - 1,025.5 1,025.5
properties
Current assets 5.4 4.5 - - 2.2 9.8 5.7 2.9 76.0 106.5
_______ ______ ______ ______ ______ _______ _____ ______ ______ _______
277.0 148.0 - - 24.3 273.9 76.8 15.9 1,101.5 1,917.4
_______ ______ ______ ______ ______ _______ _____ ______ ______ _____..
Current (10.0) (3.4) - - (0.4) (8.7) (0.6) (1.2) (65.2) (89.5)
liabilities
Non-current (8.4) (108.6) - - - - (2.4) - (1,088.9) (1,208.3)
liabilities
Deferred tax (6.0) (1.0) - - (1.3) (32.2) - - - (40.5)
_______ ______ ______ ______ ______ _______ _____ ______ ______ _______
(24.4) (113.0) - - (1.7) (40.9) (3.0) (1.2) (1,154.1) (1,338.3)
Adjustment due to - - - - - - - - 38.0 38.0
net liabilities
Transferred from - - - - - - - - 14.6 14.6
other receivables
_______ ______ ______ ______ ______ _______ _____ ______ ______ _______
252.6 35.0 - - 22.6 233.0 73.8 14.7 - 631.7
======= ======= ====== ====== ====== ====== ===== ====== ====== =======
Market value 262.9 141.7 - - 23.1 270.0 73.8 - - 771.5
of investment
properties
======= ======= ====== ====== ====== ====== ===== ====== ====== =======
Net investment
At 1 April
2004 250.2 - - - 21.7 209.9 - 44.4 - 526.2
Properties - 92.1 - - - - 85.6 - - 177.7
contributed
Cash contributed - 87.2 - - - - - - - 87.2
Cost of - - - - - - - - - -
acquisition
Share of post 14.2 2.5 - - 0.9 24.5 0.9 0.3 24.4 67.7
tax profits
Transferred from - - - - - - - - 5.5 5.5
other receivables
Distributions - (146.3) - - - - - (30.0) (29.9) (206.2)
Fair value - - - - - - - - - -
movement on cash
flow hedges taken
to equity
Loan advances - 86.2 - - - 4.5 8.7 - - 99.4
Loan repayments (11.8) (86.7) - - - (5.9) (21.4) - - (125.8)
_______ ______ ______ ______ ______ _______ _____ ______ ______ _______
At 30 September 252.6 35.0 - - 22.6 233.0 73.8 14.7 - 631.7
2004
======= ======= ====== ====== ====== ====== ===== ====== ====== =======
13. Trading properties and long-term development contracts
30/09/05 30/09/04 31/03/05
£m £m £m
Trading properties 132.2 120.0 108.9
Amount recoverable under long-term development contracts less payments on 88.0 - 55.1
account
_______ _______ ______
220.2 120.0 164.0
======= ======= =======
14. Trade and other receivables
30/09/05 30/09/04 31/03/05
£m £m £m
Trade receivables - property investment 35.5 28.2 18.4
- property outsourcing 98.7 117.0 186.8
Property sales receivables 3.2 17.8 77.0
Other receivables 61.6 82.1 49.2
Prepayments and accrued income 207.6 175.6 179.6
Amounts receivable under finance leases within one year (note 10) 2.7 2.4 4.8
_______ _______ ______
409.3 423.1 515.8
======= ======= =======
15. Short-term borrowings and overdrafts
30/09/05 30/09/04 31/03/05
£m £m £m
Borrowings falling due within one year (note 18) 76.3 24.5 76.3
Bond exchange de-recognition adjustment falling due within one year (note (21.8) - (26.5)
18)
Amounts payable under finance leases falling due within one year (note 18) 0.9 0.9 1.0
_______ _______ ______
55.4 25.4 50.8
======= ======= =======
16. Trade and other payables
30/09/05 30/09/04 31/03/05
£m £m £m
Trade creditors 39.5 47.6 42.7
Taxation and social security 197.9 130.7 119.8
Capital creditors 119.4 77.5 82.5
Other creditors 37.1 38.6 34.7
Accruals and deferred income 345.0 313.4 315.8
_______ _______ ______
738.9 607.8 595.5
======= ======= =======
Capital creditors represent amounts due under contracts to purchase properties,
which were unconditionally exchanged at the period end, and for work completed
on investment properties but not paid for at the financial period end. Deferred
income principally relates to rents received in advance.
17. Non-current payables
30/09/05 30/09/04 31/03/05
£m £m £m
Dilapidations 33.4 15.5 17.7
Deferred income 19.5 15.8 18.0
Other payables 23.9 20.9 25.9
_______ _______ ______
76.8 52.2 61.6
======= ======= =======
18. Borrowings
30/09/05 30/09/04 31/03/05
£m £m £m
Unsecured _______ _______ ______
9.500 per cent Bonds due 2007 - 200.0 -
5.875 per cent Bonds due 2013 - 394.9 -
9.000 per cent Bonds due 2020 - 197.1 -
6.375 per cent Bonds due 2024 - 198.0 -
B shares - 6.7 -
Amounts payable under finance leases 57.3 73.7 69.9
Money market borrowings 70.4 700.6 73.0
_______ _______ ______
127.7 1,771.0 142.9
Secured _______ _______ ______
5.016 per cent Notes due 2007 181.6 - 181.6
5.292 per cent Notes due 2015 392.4 - 392.4
5.425 per cent Notes due 2022 256.3 - 256.3
5.391 per cent Notes due 2026 209.6 - 209.6
5.391 per cent Notes due 2027 610.5 - 610.7
5.376 per cent Notes due 2029 316.1 - 316.1
5.396 per cent Notes due 2032 321.3 - 321.3
7.750 per cent Mortgage 2008 - 5.4 -
6.375 per cent Mortgage 2008/13 - 32.3 -
Acquisition loan notes 2015 129.8 - -
10.000 per cent First Mortgage Debenture Stock 2025 - 400.0 -
10.000 per cent First Mortgage Debenture Stock 2027 - 200.0 -
10.000 per cent First Mortgage Debenture Stock 2030 - 200.0 -
Syndicated bank debt 848.2 - 318.0
DWP term loan 251.4 264.1 255.2
_______ _______ ______
3,517.2 1,101.8 2,861.2
_______ _______ ______
3,644.9 2,872.8 3,004.1
Bond exchange de-recognition adjustment (551.0) - (564.3)
Fair value of interest rate swaps 16.5 37.8 3.3
_______ _______ ______
3,110.4 2,910.6 2,443.1
Less: borrowings falling due within one year (note 15) (76.3) (24.5) (76.3)
Add: bond exchange de-recognition falling due within one year (note 21.8 - 26.5
15)
Less: amounts payable under finance leases (note 15) (0.9) (0.9) (1.0)
_______ _______ ______
Falling due after one year 3,055.0 2,885.2 2,392.3
======= . ======= =======
On 3 November 2004 a debt refinancing was completed resulting in the Group
exchanging all of its outstanding bond and debenture debt for new bonds. The
new Notes do not meet the IAS39 requirement to be substantially different from
the debt that it replaced. Consequently the book value of the new Notes is
reduced to the book value of the original debt ('the bond exchange
de-recognition adjustment'). The adjustment will be amortised to zero over the
life of the new Notes.
Borrowings Borrowings Borrowings Undrawn Undrawn Undrawn
committed committed committed
facilities facilities facilities
30/09/05 30/09/04 31/03/05 30/09/05 30/09/04 31/03/05
£m £m £m £m £m £m
The maturity profiles of the Group's
borrowings, and the expiry periods of its
undrawn committed borrowing facilities are:
One year or less, or on demand 55.4 25.4 50.8 - - -
More than one year but no more than two 180.5 699.0 (7.8) - 1,410.0 -
years
More than two years but no more than five 861.8 234.1 513.7 1,150.0 - 1,680.0
years
More than five years 2,012.7 1,952.1 1,886.4 - - -
_______ _______ ______ _______ _______ ______
3,110.4 2,910.6 2,443.1 1,150.0 1,410.0 1,680.0
======= . ======= ======= ======= ======= =======
The fair value of the Group's borrowings are:
30/09/05 30/09/04 31/03/05
£m £m £m
Book value 3,110.4 2,910.6 2,443.1
Fair value 3,808.2 3,500.7 3,074.1
_______ _______ ______
Excess of fair value over book value (697.8) (590.1) (631.0)
======= ======= =======
19. Pension deficit
Six months Six months Year ended
ended ended 31/03/05
30/09/05 30/09/04 £m
£m £m
At beginning of period 10.9 17.2 17.2
Charge to operating profit 2.0 2.0 3.7
Expected return on pension scheme assets (3.9) (3.3) (6.4)
Interest on pension scheme liabilities 3.7 3.4 6.7
Employer contributions (2.6) (11.8) (15.2)
Actuarial (gains) / losses (5.2) (1.7) 4.9
_______ _______ ______
At end of period 4.9 5.8 10.9
======= ======= =======
20. Deferred taxation
Six months Six months Year ended
ended ended 31/03/05
30/09/05 30/09/04 £m
£m £m
At beginning of period 1,418.0 1,105.5 1,105.5
Net charge for the period 237.1 136.1 396.9
Deferred tax charged to equity on movement in the fair value of swaps (1.6) - -
Deferred tax credited / (charged) to equity on movement in the pension 1.6 0.5 (1.5)
deficit
Deferred tax released in respect of property disposals during the period (15.0) (4.7) (104.2)
Deferred tax on disposal of a company - - (4.1)
Deferred tax on acquisition of a company - in respect of revaluation 64.3 - 19.0
surpluses
- other 9.2 - 6.4
_______ _______ ______
At end of period 1,713.6 1,237.4 1,418.0
======= ======= =======
Deferred tax is provided as follows: 30/09/05 30/09/04 31/03/05
£m £m £m
Excess of capital allowances over depreciation - investment properties 125.8 104.4 112.7
26.0 36.1 22.9
- operating properties
Capitalised interest - investment properties 21.3 25.3 28.0
- operating properties 1.0 4.2 0.9
Revaluation surpluses - own 1,332.8 1,074.1 1,117.9
- acquired 83.3 - 19.0
Tax losses (23.1) - (37.8)
Other temporary timing differences 146.5 (6.7) 154.4
_______ _______ ______
1,713.6 1,237.4 1,418.0
======= ======= =======
Tax on capital gains that would become payable by the Group, if it were to 773.1 570.0 626.0
dispose of all of its investment properties at the amount stated in the
balance sheet
Potential reduction in tax on contingent capital gains if properties were (31.6) (73.0) (90.4)
sold within their owning companies
_______ _______ ______
Tax on contingent capital gains assuming no further mitigation 741.5 497.0 535.6
======= ======= =======
21. Shareholders' equity
Ordinary Own shares Share Share Capital Profit and Total
shares acquired based premium redemption loss £m
£m £m payments account reserve account
£m £m £m £m
At 1 April 2004 46.6 - 0.8 15.9 22.1 5,066.8 5,152.2
Repayment of B shares - - - - 8.4 (8.4) -
Exercise of options 0.2 - - 15.5 - - 15.7
Fair value movement on cash flow hedges
- Group - - - - - - -
- joint ventures - - - - - - -
Fair value of share based payments - - - - - - -
Own shares acquired - (2.1) 2.5 - - - 0.4
Actuarial losses on defined benefit - - - - - (3.4) (3.4)
pension schemes
Dividend paid (note 6) - - - - - (175.5) (175.5)
Profit for the financial period - - - - - 1,060.9 1,060.9
_______ _______ ______ _______ _______ ______ ______
At 31 March 2005 46.8 (2.1) 3.3 31.4 30.5 5,940.4 6,050.3
======= ======= ======= ======= ====== ======= ======
Ordinary Own shares Share Share Capital Profit and Total
shares acquired based premium redemption loss £m
£m £m payments account reserve account
£m £m £m £m
At 1 April 2005 46.8 (2.1) 3.3 31.4 30.5 5,940.4 6,050.3
Repayment of B shares - - - - - - -
Exercise of options 0.1 - - 6.5 - - 6.6
Fair value movement on cash flow hedges - - - - - (3.7) (3.7)
- Group
- joint ventures - - - - - (5.1) (5.1)
Fair value of share based payments - - 1.2 - - - 1.2
Own shares acquired - (1.9) - - - - (1.9)
Actuarial profits on defined benefit - - - - - 3.6 3.6
pension schemes
Dividend paid (note 6) - - - - - (153.8) (153.8)
Profit for the financial period - - - - - 829.2 829.2
_______ _______ ______ _______ _______ ______ ______
At 30 September 2005 46.9 (4.0) 4.5 37.9 30.5 6,610.6 6,726.4
======= ======= ======= ======= ====== ======= ======
At 30 September 2005 the Group owned 327,629 shares in respect of its commitment
to the deferred bonus scheme.
22. Acquisition of Tops Estates PLC
The Group acquired Tops Estates PLC on 10 June 2005 for a consideration of
£334.1m, including costs. This has been accounted as a business combination.
Book value Fair value Fair value
at adjustments acquired
acquisition £m £m
£m
Fair value of assets acquired
Investment properties 573.0 19.6 592.6
Debtors 21.9 (7.0) 14.9
Cash at bank 12.9 - 12.9
Creditors falling due within one year (19.4) - (19.4)
Creditors falling due after one year (230.6) (27.3) (257.9)
Deferred taxation (9.2) (64.3) (73.5)
_______ _______ ______
Net assets acquired 348.6 (79.0) 269.6
_______ _______ ______
Fair value of consideration
Cash 325.3
Costs 8.8
_______
334.1
Goodwill (Note 11) (64.5)
_______
269.6
=======
22. Significant accounting policies
(a) Basis of consolidation
The consolidated financial statements of the Group include the financial
statements of Land Securities Group PLC ('the Company') and its subsidiaries
made up to 30 September 2005. Subsidiaries are those entities controlled by the
Company. Control exists when the Company has the power, directly or indirectly,
to govern the financial and operating policies of an entity so as to obtain
benefits from its activities. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control
commences until the date control ceases.
Joint ventures are those entities over whose activities the Group has joint
control, established by contractual agreement. Interests in joint ventures are
accounted for using the equity method of accounting as permitted by IAS 31 '
Interests in joint ventures' and following the procedures for this method set
out in IAS 28 'Investments in associates'. The equity method requires the
Group's share of the joint venture's profit or loss for the period to be
presented separately in the income statement and the Group's share of the joint
venture's net assets to be presented separately in the balance sheet. Joint
ventures with net liabilities are carried at zero value in the balance sheet
where there is no commitment to fund the deficit and any distributions received
are included in the consolidated profit for the year.
Intra-group balances and any unrealised gains and losses arising from
intra-group transactions are eliminated in preparing the consolidated financial
statements. Unrealised gains arising from transactions with joint ventures are
eliminated to the extent of the Group's interest in the joint venture concerned.
Unrealised losses are eliminated in the same way, but only to the extent that
there is no evidence of impairment.
(b) Goodwill
At the date of the Group's transition to IFRS, 1 April 2004, the goodwill in the
Group balance sheet represented that arising on the acquisition of Land
Securities Trillium less amortisation to that date. In accordance with IFRS 1 '
First-time adoption of IFRS', this amount has been adopted as the carrying
amount of the goodwill for IFRS accounting purposes and the goodwill was
reviewed for impairment at both 31 March 2004 and 31 March 2005. In accordance
with IFRS 3 'Business combinations', the goodwill is not amortised but is
reviewed for impairment at each reporting date. The Group's policy on
impairment is set out in (k) below.
(c) Derivative financial instruments ('derivatives')
The Group uses interest rate swap derivatives to help manage its interest rate
risk. In accordance with its treasury policy, the Group does not hold or issue
derivatives for trading purposes.
Derivatives are recognised initially at cost. Subsequent to initial
recognition, derivatives are stated at fair value. The gain or loss on
re-measurement to fair value is recognised immediately in profit or loss unless
the derivatives qualify for hedge accounting, in which case recognition depends
on the nature of the item being hedged.
Where a derivative is designated as a hedge of the variability of a highly
probable forecasted transaction, i.e. an interest payment, the element of the
gain or loss on the derivative that is an effective hedge is recognised directly
in equity. When the hedge of a forecasted transaction subsequently results in
the recognition of a financial asset or a financial liability, the associated
gains or losses that were recognised directly in equity are reclassified into
profit or loss in the same period or periods during which the asset acquired or
liability assumed affects profit or loss, i.e. when interest income or expense
is recognised. The gain or loss on any ineffective element of any potential
hedge is recognised in the income statement immediately.
(d) Investment properties
Investment properties are those properties, either owned by the Group or where
the Group is a lessee under a finance lease, that are held either to earn rental
income or for capital appreciation or both. In addition, properties held under
operating leases are accounted for as investment properties when the rest of the
definition of an investment property is met. In such cases, the operating
leases concerned are accounted for as if they were finance leases.
Investment properties are measured initially at cost, including related
transaction costs. After initial recognition at cost, investment properties are
carried at their fair values based on a professional valuation made as of each
reporting date. Properties are treated as acquired at the point when the Group
assumes the significant risks and returns of ownership and as disposed when
these are transferred to the buyer. Investment property is measured on initial
recognition at cost, including related transaction costs. Additions to
investment properties consist of costs of a capital nature and, in the case of
investment properties under development, capitalised interest. Certain internal
staff and associated costs directly attributable to the management of major
schemes during the construction phase are also capitalised.
The difference between the fair value of an investment property at the reporting
date and its carrying amount prior to re-measurement is included in the income
statement as a valuation gain or loss.
When the Group begins to redevelop an existing investment property for continued
future use as an investment property, the property remains an investment
property and is accounted for as such. When the Group begins to redevelop an
existing investment property with a view to sale, the property is transferred to
trading properties and held as a current asset. The property is re-measured to
fair value as at the date of the transfer with any gain or loss being taken to
profit or loss. The re-measured amount becomes the deemed cost at which the
property is then carried in trading properties.
Property that is being constructed or developed for future use as an investment
property, but which has not previously been classified as such, is classified as
investment property under development within property, plant and equipment.
This is recognised initially at cost but is subsequently re-measured to fair
value at each reporting date. Any gain or loss on re-measurement is taken
direct to equity unless any loss in the period exceeds any net cumulative gain
previously recognised in equity. In the latter case, the amount by which the
loss in the period exceeds the net cumulative gain previously recognised is
taken to profit or loss. On completion, the property is transferred to
investment property with any final difference on re-measurement accounted for in
accordance with the foregoing policy.
Gross borrowing costs associated with direct expenditure on properties under
development or undergoing major refurbishment are capitalised. The interest
capitalised is calculated using the Group's weighted average cost of borrowings
after adjusting for borrowings associated with specific developments. Where
borrowings are associated with specific developments, the amount capitalised is
the gross interest incurred on those borrowings less any investment income
arising on their temporary investment. Interest is capitalised as from the
commencement of the development work until the date of practical completion.
The capitalisation of finance costs is suspended if there are prolonged periods
when development activity is interrupted. Interest is also capitalised on the
purchase cost of a site or property acquired specifically for redevelopment in
the short term but only where activities necessary to prepare the asset for
redevelopment are in progress.
(e) Property, plant and equipment
Operating properties
These are properties owned and managed by Land Securities Trillium, the Group's
property outsourcing business, and which do not satisfy the definition of an
investment property. Operating properties are stated at cost less accumulated
depreciation. Depreciation is charged to the income statement on a
straight-line basis over the estimated useful lives of the properties concerned.
The estimated useful lives are as follows:
Freehold land - Not depreciated
Freehold buildings - Up to 50 years
Leasehold properties - Shorter of the unexpired lease term and 50 years
Other property, plant and expenditure
This category comprises computers, motor vehicles, furniture, fixtures and
fittings, and improvements to Group offices. These assets are stated at cost
less accumulated depreciation and are depreciated on a straight-line basis over
their estimated useful lives of between two and five years.
The residual values and useful lives of all property, plant and equipment are
reviewed, and adjusted if appropriate, at least at each financial year-end.
(f) Leases
A Group company is the lessee
i) Operating lease - leases in which substantially all risks and rewards of
ownership are retained by another party, the lessor, are classified as operating
leases. Payments, including prepayments, made under operating leases (net of any
incentives received from the lessor) are charged to the income statement on a
straight-line basis over the period of the lease.
ii) Finance lease - leases of assets where the Group has substantially all the
risks and rewards of ownership are classified as finance leases. Finance leases
are capitalised at the lease's commencement at the lower of the fair value of
the property and the present value of the minimum lease payments. Each lease
payment is allocated between the liability and finance charges so as to achieve
a constant rate on the finance balance outstanding. The corresponding rental
obligations, net of finance charges, are included in current and non-current
borrowings. The finance charges are charged to the income statement over the
lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. The investment properties
acquired under finance leases are subsequently carried at their fair value.
A Group company is the lessor
i) Operating lease - properties leased out to tenants under operating leases are
included in investment properties in the balance sheet.
ii) Finance lease - when assets are leased out under a finance lease, the
present value of the minimum lease payments is recognised as a receivable. The
difference between the gross receivable and the present value of the receivable
is recognised as unearned finance income. Lease income is recognised over the
term of the lease using the net investment method before tax, which reflects a
constant periodic rate of return. Where only the buildings element of a property
lease is classified as a finance lease, the land element is shown within
operating leases.
(g) Trading properties
Trading properties are those properties held for sale and are shown at the lower
of cost and net realisable value.
(h) Long-term construction contracts
Revenue on long-term contracts is recognised according to the stage reached in
the contract by reference to the value of work completed using the percentage of
completion method. An appropriate estimate of the profit attributable to work
completed is recognised once the outcome of the contract can be estimated
reliably. The gross amount due from customers for contract work is shown as a
receivable. The gross amount due comprises costs incurred plus recognised
profits less the sum of recognised losses and progress billings. Where the sum
of recognised losses and progress billings exceeds costs incurred plus
recognised profits, the amount is shown as a liability.
(i) Trade and other receivables
Trade and other receivables are recognised initially at fair value. A provision
for impairment of trade receivables is established where there is objective
evidence that the Group will not be able to collect all amounts due according to
the original terms of the receivables concerned.
(j) Cash and cash equivalents
Cash and cash equivalents comprises cash balances, deposits held at call with
banks and other short-term highly liquid investments with original maturities of
three months or less. Bank overdrafts that are repayable on demand and form an
integral part of the Group's cash management are included as a component of cash
and cash equivalents for the purpose of the statement of cash flows.
(k) Impairment
The carrying amounts of the Group's non-financial assets, other than investment
property (see (d) above), are reviewed at each reporting date to determine
whether there is any indication of impairment. If any such indication exists,
the asset's recoverable amount is estimated (see below). An impairment loss is
recognised in profit or loss whenever the carrying amount of an asset exceeds
its recoverable amount. For the purposes of assessing impairment, assets are
grouped together at the lowest levels for which there are separately
identifiable cash flows.
The recoverable amount of an asset is the greater of its net selling price and
its value in use. The value in use is determined as the net present value of
the future cash flows expected to be derived from the asset, discounted using a
pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset.
An impairment loss is reversed if there has been a change in the estimates used
to determine the recoverable amount. An impairment loss is reversed only to the
extent that the asset's carrying amount after the reversal does not exceed the
amount that would have been determined, net of applicable depreciation, if no
impairment loss had been recognised.
(l) Share capital
Ordinary shares are classed as equity. External costs directly attributable to
the issue of new shares are shown in equity as a deduction, net of tax, from the
proceeds.
(m) Borrowings
Borrowings other than bank overdrafts are recognised initially at fair value
less attributable transaction costs. Subsequent to initial recognition,
borrowings are stated at amortised cost with any difference between the amount
initially recognised and redemption value being recognised in the income
statement over the period of the borrowings, using the effective interest
method.
Where existing borrowings are exchanged for new borrowings and the terms of the
existing and new borrowings are not substantially different (as defined by IAS
39), the new borrowings are recognised initially at the carrying amount of the
existing borrowings. The difference between the amount initially recognised and
the redemption value of the new borrowings is recognised in the income statement
over the period of the new borrowings, using the effective interest method.
(n) Pensions
The Group accounts for pensions under IAS 19 'Employee benefits'. In respect of
defined benefit pension schemes, obligations are measured at discounted present
value while scheme assets are measured at their fair value. The operating and
financing costs of such plans are recognised separately in the income statement.
Service costs are spread systematically over the working lives of the employees
concerned with the charge for the period included in operating costs in the
income statement. Financing costs are recognised in the periods in which they
arise and are included in interest expense. Actuarial gains and losses arising
from either experience differing from previous actuarial assumptions or changes
to those assumptions are recognised immediately in the statement of recognised
income and expense.
Contributions to defined contribution schemes are expensed as incurred.
22. Significant accounting policies continued
(o) Provisions
A provision is recognised in the balance sheet when the Group has a constructive
or legal obligation as a result of a past event and it is probable that an
outflow of economic benefits will be required to settle the obligation. If the
effect is material, provisions are determined by discounting the expected future
cash flows at a pre-tax rate that reflects current market assessments of the
time value of money and, where appropriate, the risks specific to the liability.
A provision for onerous contracts is recognised when the expected benefits to be
derived by the Group from a contract are lower than the unavoidable cost of
meeting its obligations under the contract.
Provision is made for dilapidations that will crystallise in the future where,
on the basis of the present condition of the property, an obligation exists at
the reporting date and can be reliably measured. The estimate is revised over
the remaining period of the lease to reflect changes in the condition of the
building or other changes in circumstances. The estimate of the obligation
takes account of relevant external advice.
(p) Trade and other payables
Trade and other payables are stated at cost.
(q) Revenue
Revenue comprises rental income, service charges and other recoveries from
tenants of the Group's investment and trading properties, property services
income earned by its property outsourcing business, proceeds of sales of its
trading properties and income arising on long-term contracts. Rental income
includes the net income from managed operations such as car parks, food courts,
serviced offices and flats. Service charges and other recoveries include income
in relation to services charges and directly recoverable expenditure together
with any chargeable management fees. Property services income represents
unitary charges and the recovery of other direct property or contract
expenditure reimbursable by customers. Where revenue is obtained from the
rendering of services, it is recognised by reference to the stage of completion
of the relevant transactions at the reporting date.
Rental income from investment property leased out under operating lease is
recognised in the income statement on a straight-line basis over the term of the
lease. Lease incentives granted are recognised as an integral part of the net
consideration for the use of the property and are therefore also recognised on
the same, straight-line basis.
When property is let out under a finance lease, the Group recognises a
receivable at an amount equal to the net investment in the lease at inception of
the lease. Rentals received are accounted for as repayments of principal and
finance income as appropriate. Minimum lease payments receivable on finance
leases are apportioned between finance income and reduction of the outstanding
receivable. Finance income is allocated to each period during the lease term so
as to produce a constant periodic rate of interest on the remaining net
investment in the finance lease. Contingent rents, being those lease payments
that are not fixed at the inception of a lease, for example increases arising on
rent reviews, are recorded as income in the periods in which they are earned.
Where revenue is obtained by the sale of assets, it is recognised when the
significant risks and returns have been transferred to the buyer. In the case
of sales of properties, this is generally on unconditional exchange except where
payment or completion is expected to occur significantly after exchange. For
conditional exchanges, sales are recognised as the conditions are satisfied.
Sales of investment and other fixed asset properties, which are not included in
revenue, are recognised on the same basis.
(r) Expenses
Property and contract expenditure, including bid costs incurred prior to the
exchange of a contract, is expensed as incurred with the exception of
expenditure on long-term contracts (see (h) above).
Rental payments made under operating lease are recognised in the income
statement on a straight-line basis over the term of the lease. Lease incentives
received are recognised as an integral part of the net consideration for the use
of the property and also recognised on a straight-line basis.
Minimum lease payments payable on finance leases and operating leases accounted
for as finance leases under IAS 40 are apportioned between finance expense and
reduction of the outstanding liability. Finance expense is allocated to each
period during the lease term so as to produce a constant periodic rate of
interest on the remaining liability. Contingent rents (as defined in (q) above)
are charged as expense in the periods in which they are incurred.
(s) Share-based payments
The cost of granting share options and other share-based remuneration to
employees and directors is recognised through the income statement. The Group
has used the Black-Scholes option valuation model to establish the relevant
costs. The resulting values are amortised through the income statement over the
vesting period of the options and other grants. The charge is reversed if it
appears probable that applicable performance criteria will not be met.
Own shares held in connection with employee share plans or other share-based
payment arrangements are treated as treasury shares and deducted from equity.
No profit or loss is recognised in the income statement on their sale, re-issue
or cancellation.
(t) Exceptional items
Items which are sufficiently material by either their size or nature to require
separate disclosure are disclosed as exceptional items within the relevant
consolidated income statement category. Items that management consider fall into
this category are presented separately in the consolidated income statement in
the column headed 'Exceptional items'. Events that may give rise to exceptional
items include gains or losses on the disposal of fixed asset properties, joint
ventures or other investments, impairment of assets including goodwill and
financial restructurings.
(u) Income tax
Income tax on the profit for the year comprises current and deferred tax.
Current tax is the tax payable on the taxable income for the year and any
adjustment in respect of previous years. Deferred tax is provided in full using
the balance sheet liability method on temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes.
No provision is made for temporary differences (i) arising on the initial
recognition of assets or liabilities that affect neither accounting nor taxable
profit and (ii) relating to investments in subsidiaries to the extent that they
will not reverse in the foreseeable future.
In particular, deferred tax is provided on the full difference between the
original cost of investment properties and their carrying amounts at the
reporting date without taking into account deductions and allowances which would
only apply if the properties concerned were to be sold, except where such
properties are classified as held for sale.
Reconciliation of UK GAAP to IFRS
In preparing the IFRS accounts, the Group has adjusted amounts reported
previously in the financial statements prepared in accordance with UK GAAP. An
explanation of how the transition has affected the Group's financial performance
and position is set out in the following tables and accompanying narrative.
Reconciliation of equity Notes 30/09/05 31/03/05 30/09/04 31/03/04
£m £m £m £m
Equity shareholders' funds under UK GAAP * 7,758.2 6,636.6 6,570.2 6,030.1
IFRS adjustments
Deferred tax on revaluations - Group (i) (1,332.8) (1,117.9) (1,074.1) (953.5)
- joint ventures (i) (54.6) (43.8) (36.7) (24.0)
- on acquisitions (i) (83.3) (19.0) - -
Dividend (ii) 85.1 153.7 48.6 126.8
Finance leases - Group 1.4 8.5 (3.7) (9.2)
- joint ventures (0.3) (0.3) (0.2) (0.2)
Pension deficit (net of deferred tax) (iii) (13.0) (17.7) (14.8) (16.2)
Tenant lease incentives (iv), (v) (15.2) (16.5) (15.2) (13.6)
Fair value of interest rate swaps - Group (vi) (11.5) (2.3) (26.5) (31.1)
- joint ventures (vi) (6.4) (1.3) (1.3) -
Non-amortisation of goodwill (Land Securities Trillium) (vii) 3.6 2.4 1.2 -
Share based payments (viii) 3.4 3.0 1.7 1.4
Write off negative goodwill arising 6.1 6.3 - -
Negative investment adjustment (Telereal) - Investment (ix) - 71.1 52.6 47.9
- taxation (ix) - (10.6) (16.1) (10.6)
Bond exchange de-recognition (x) 385.7 395.0 - -
Other - 3.1 3.6 4.4
_______ _______ ______ ______
Equity shareholders' funds under IFRS 6,726.4 6,050.3 5,489.3 5,152.2
======= ======= ======= =======
* 'UK GAAP' referred to in these reconciliations is that existing as at 31
March 2005
Notes
(i) Deferred tax is required to be provided in full on all
differences between carrying values for accounts purposes and those for
taxation. In particular, deferred tax is now provided on revaluation surpluses.
(ii) Dividends are now only provided when finally approved,
either by the Annual General Meeting in the case of final dividends or by the
Board for interim dividends.
(iii) The actuarial deficit in the Group's defined benefit
pension schemes is now recognised as a liability in the consolidated balance
sheet.
(iv) Tenant leases which transfer substantially all of the risks
and rewards of ownership to the tenant are treated as finance leases. The
property is derecognised from the balance sheet and a receivable recognised in
its place.
(v) The cost of tenant lease incentives, such as rent free
periods, are now amortised over the term of the leases concerned rather than
over the period to the first review to market rents.
(vi) The fair value of all derivatives such as interest rate
swaps is now recognised in the Group balance sheet at each reporting date.
(vii) Goodwill arising on acquisition is no longer amortised but
kept on the balance sheet and reviewed regularly for impairment.
(viii) The cost of share-based payments is now recognised through
the income statement.
(ix) Joint ventures cease to be consolidated once their net
assets become negative. This is the case with Telereal during the period under
review.
(x) The bond exchange which took place in November 2004
qualified as an extinguishment of the existing debt and an issue of new debt
under UK GAAP. Under IFRS, this is not the case and the existing debt is
reinstated with the difference in redemption amounts being amortised over the
life of the new debt.
Reconciliation of profit Notes Six months Six months Year ended
ended ended 31/03/05
30/09/05 30/09/04 £m
£m £m
Profit / (loss) attributable to ordinary shareholder's under UK GAAP 438.2 135.9 (35.8)
IFRS adjustments
Revaluation surplus on investment properties - Group (xi) 726.0 407.8 827.9
- joint ventures (xi) 35.8 45.5 69.5
Deferred tax on revaluations - Group (xii) (214.9) (120.6) (164.4)
- joint ventures (xii) (10.8) (12.7) (19.8)
Taxation on revaluation surpluses realised on disposals of (xiii) (8.5) (2.2) (40.3)
investment properties
Finance leases - Group 3.4 (3.7) (9.4)
- joint ventures (0.1) - (0.1)
Pension deficit (net of deferred tax) 1.1 0.2 1.9
Tenant lease incentives (1.6) (0.8) (3.0)
Fair value of non-qualifying interest rate swaps (net of deferred (5.5) 3.3 27.5
tax)
Non-amortisation of Goodwill (Land Securities Trillium) 1.2 1.2 2.4
Share based payments (0.8) (0.6) (0.9)
Write off goodwill arising on the acquisition of businesses (64.5) - (12.7)
Negative investment adjustment (Telereal) (60.5) (0.8) 23.2
B-share dividends - - (0.1)
Bond exchange de-recognition - originating adjustment - - 402.8
- adjustment in (9.3) - (7.8)
period
_______ _______ ______
Profit attributable to ordinary shareholder's under IFRS 829.2 452.5 1,060.9
======= ======= =======
Notes
(xi) The surpluses and deficits arising on the periodic
revaluation of the investment property portfolio are now taken through the
income statement.
(xii) Deferred tax is provided in full on the revaluation
surpluses and deficits and also taken through the income statement.
(xiii) Deferred tax provided on revaluation surpluses does not
become payable on disposal of the properties concerned and so has to be written
back through the income statement.
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