Preliminary Results

ING UK Real Estate Income Trust Ltd 09 April 2008 ING UK Real Estate Income Trust Limited PRELIMINARY ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2007 The financial information set out in this announcement does not constitute the Company's statutory accounts for the year ended 31 December 2007. The financial information for the year ended 31 December 2007 is derived from the financial statements delivered to the UK Listing Authority and The Channel Islands Stock Exchange. The Auditors reported on those accounts, their report was unqualified and did not contain a statement under section 65(3) of The Companies (Guernsey) Law, 1994. Facts and Figures ING UK Real Estate Income Trust Limited is a closed-ended, Guernsey registered investment company, launched on the London and Channel Islands' Stock Exchanges on the 25 October 2005. With approximately 800 investors, the Company, together with several subsidiaries including a Guernsey unit trust and four Jersey unit trusts which beneficially hold title to the properties, comprise 'the Group'. GROUP OBJECTIVE The Group aims to provide shareholders with an attractive level of income together with the potential for capital growth. It can invest both directly and indirectly in an investment portfolio comprising UK, Isle of Man and Channel Islands properties. The Group's focus is on five principal commercial property sectors: office, retail, retail warehouse, industrial and leisure. Maximum borrowings are limited to 65% of gross assets. The investment portfolio is managed by ING Real Estate Investment Management (UK) Limited. FINANCIAL HIGHLIGHTS > Income profit for the year, prior to payment of dividends and excluding revaluation, of £18.5 million, compared to a prorated income profit of £17.9 million for the year to 31 December 2006. > Dividends totalling £20.7 million paid in the year, equivalent to 6.25 pence per ordinary share. > Gain of £4.1 million arising from sale of assets. > Total expense ratio of 1.11% (calculated as total expenses as a proportion of the average property assets). > Reduction in total cost of debt to 5.16% (31 December 2006: 5.18%). Since the year end and following disposals, the loan balance of £307.0 million has been reduced to £282.2 million and total debt cost reduced to 5.09%. > 1,098,700 shares repurchased for cancellation during the year, enhancing income. OPERATIONAL HIGHLIGHTS > Outperformance of the underlying property portfolio at income level, generating an income return of 5.7% compared with the IPD Annual Index of 4.6%. > Outperformance of underlying property portfolio generating a total return of -0.8% compared to the IPD Annual Index of -3.4%. > Dividend cover of 89% was achieved reflecting active management in the year. > Exchanged contracts on six disposals over the year, at an average premium of 8.8% over preceding valuation. > Outperformance principally driven through sales programme and exposure to office sector. Facts and Figures (continued) Year ended 31 15 month period to 31 Dec 2007 Dec 2006 Net asset value £369.5 million £418.3 million Net asset value per share 112 pence 126 pence Dividends paid £20.7 million £17.8 million Net income for the year/period £18.5 million £22.4 million Pre-tax (loss)/profit (including £(27.8) million £106.6 million unrealised (losses)/gains) (Loss)/earnings per share (8.2) pence 34.4 pence (Loss)/gain on interest rate swaps £(3.1) million £8.7 million (Loss)/gain on revaluation of portfolio £(46.7) million £70.4 million Gearing* 45.4% 44.6% Share price 69.5 pence 118 pence Net asset value total return (6.8)% 33.8% Shareholder total return (35.8)% 25.4% * Calculated as debt as a proportion of gross assets less current liabilities Chairman's Statement I am pleased to present the Annual Report for ING UK Real Estate Income Trust Limited for the 12 months from 1 January 2007 to 31 December 2007, during which time conditions within the UK commercial property market changed dramatically. Despite rising interest rates, the first six months were to be characterised by increasing asset values and continued investor demand. The later months have been in sharp contrast, with reduced investor activity and significantly tighter availability of bank lending, which has led to a 'buyers' market' with reducing capital values, despite a reduction in financing rates. In 2006, we highlighted that growth in the market driven by yield compression would not last and that income would become a primary driver of performance. Although the correction in the underlying asset class has been significantly sharper than commentators had predicted, this change in sentiment has primarily been driven by capital market conditions, rather than the underlying occupational market which provided positive rental growth throughout the year. Against this backdrop, I am pleased to report that your Company, as an income focused vehicle, has met its objectives and continued to pay a dividend equivalent to 6.25 pence per share. The ungeared performance of the portfolio outperformed the IPD Annual Index on both an Income and Total Return basis. The Investment Manager continues to extract value from the portfolio and acquired only £2.6 million of assets in 2007. It sold or exchanged contracts on approximately £39 million of sales, not only ahead of the original cost on acquisition, but also over 8% on average ahead of their preceding valuation. Set against the repricing of the commercial property market, there have been considerable successes within the property portfolio and through active management at the end of the year the dividend cover of the Group was 89%, with the remaining £2.2 million distributed to investors from retained earnings. Your Board has been active in addressing issues within the underlying market and, as such, during the year and also following the year end, the Group reduced the overall level and cost of its borrowings. In addition, over the year there has been an increasingly wide divergence between the asset valuation and the share price, as the volatility and forward looking nature of the share price became disconnected with the more stable asset class. This led your Company to seek to repurchase over one million shares for cancellation during the final quarter of 2007, which enhanced both income and Net Asset Value per share. The Board has been pleased with the way the Investment Manager has managed the portfolio during these difficult market conditions, but remains acutely aware of the need to maintain all activity cognisant with the prevailing conditions and ensure that no opportunity is missed to optimise investor returns. One particular aspect that both the Board and Investment Manager are aware of is the importance of maintaining a competitive total expense ratio, which for the year to 31 December 2007 was 1.11%. At the same time the Board is acutely aware of the volatility of current conditions and will ensure that the investment strategy is continually monitored and adapted to meet any unexpected and significant changes in market sentiment. The portfolio remains well balanced, offers an attractive income yield of just over 6 per cent with reversionary potential, a 95% occupancy rate and a secure income stream with an average lease length in excess of 8.5 years. Whilst economic concerns still exist, the effect of declining interest rates and a rising income return from commercial property is bringing investors and liquidity back to the sector. Whilst capital values of commercial real estate continue to be volatile, the income and stability of this income stream is one of the defensive attributes of the sector and we believe the Group is well structured in current market conditions to continue to meet its objective of delivering a strong income return. Given the structure of the portfolio and the Investment Manager's performance to date, the Board is confident that the Investment Manager will continue to take action and address the challenging market conditions to best position the Company to achieve its objectives during 2008. Nicholas Thompson Chairman of the Board 8 April 2008 Economic and Property Market Review Economic Overview 2007 was an unsettling year for the UK economy. Whilst GDP growth continued to advance, rising at a robust pace of 2.8% per annum up to the end of the year, there was also a marked deterioration in financial conditions that began in the summer. The UK was not immune from the US sub-prime mortgage crisis and institutions also suffered significant sub-prime-related losses. The result of the losses was a notable reduction in the willingness of banks to lend to each other and, consequently, the spread between the 3-month LIBOR and the base rate widened significantly, reducing the amount of liquidity available in the financial system. Moreover, despite the strength of the underlying economy, the credit crunch has impacted on investor sentiment across all asset classes. The risk premium to invest will almost certainly have risen across the asset classes. An exception was gilts, where yields fell as investors sought a degree of security in uncertain times. The credit tightening will eventually ease, probably later on in 2008, and although base rates are now reducing, it is difficult to envisage debt in the future being as freely available as it has been over the last four to five years. Adding to the concerns brought about by the seizing up of the financial system, UK economic growth is also expected to slow in 2008. Current economic growth has been partly underpinned by the resilience of household consumption. However, previous interest rate rises are beginning to take effect with household expenditure and retail sales growth now starting to ease. RPI inflation was 4.1% per annum in February 2008, up from 4.0% in December 2007. Upside risks include food and oil prices and their effects on both producers and manufactured goods prices. The outlook for a weak 2008 prompted the Bank of England to cut rates by 25 basis points in December to 5.50% and again in early February 2008 to a current 5.25%. This was influenced by the ongoing credit crunch and fears of it spilling over to the real economy. Property Performance According to the IPD Annual Index, the average ungeared UK property total return was -3.4% over the year to December 2007. This overall figure masks significant variation in monthly performance. On a month-on-month basis, total returns were mild but positive for the first half of the year. However, thereafter total returns started to decline as the market began to experience reduced investor demand and weakening capital values, and the credit crunch began to impact on investor sentiment. The worst monthly performance was recorded in December 2007 and total returns actually improved over the following month. It is, however, too soon to tell whether this slight deceleration in the decline marks a more general improvement in the market. In terms of the main three-sector hierarchy, the Office sector saw the best relative return of -0.7% per annum, followed by -3.3% per annum for Industrials and -7.1% per annum for Retail. The underperformance of the retail sector was chiefly driven by the significant declines in total returns in the retail warehouse sub-sector, reflecting proportionally greater outward yield movement from their lower yield level, whilst the more defensive shopping centre segment fared relatively better. The sub-sectors that fared relatively better overall, however, were mainly focussed on London and the South East, such as West End and Mid-town offices, primarily driven through strong rental growth, South East Industrial and Rest of South East offices. Capital growth detracted from returns to a significant extent in 2007, with the income return acting as a buffer against the impact of the outward yield movement. The decrease in liquidity was demonstrated by the reduction in UK property investment turnover levels in the closing months of 2007, down from an average of around £15 billion quarter-on-quarter over the last few years to around £7 billion in the last quarter of 2007. This means that the normal volume of deal evidence has not been available for year end valuations and therefore we expect that the outward yield movement that was seen in the market in late 2007 will continue to filter through into the IPD index this year as a result of valuation lag. However, given the relative 'speed' of the yield movement to date, it is unlikely that this will be a drawn out process as was the case in the early 1990s, but the pace of yield increase is instead expected to slow. It is also unlikely that the full extent of yield movement that has been registered in the transactions market has yet to be reflected in the IPD index, due to the valuation process, which tends to 'smooth' the highest and lowest performance points out of the index. Looking further into the performance drivers, unsurprisingly given the buoyant conditions in the wider economy over the last few years, IPD rental growth continued at a robust 4.1% per annum. This was largely powered by central London office stock seeing rental value growth of around 10 to 15% over the last 12 months. However, because of previous capital growth, income returns still marginally fell from 4.9% per annum to 4.6% per annum over the same 12 month period. The strong rental value growth that was recorded in the central London office market was also seen elsewhere in the country, with Rest of South East offices (excluding central London) also seeing buoyant growth of 4.1% per annum. Another strong performer was South East standard retail, which achieved rental value growth of 2.8% in 2007. The industrial sector, however, continued to see relatively low rises in rental levels but, more positively, maintained the highest income return of 6.9% per annum. As a result of this deterioration in investor sentiment and outward movement in yields, the property market underperformed both equities and bonds on an annual basis to December, with the other main asset classes recording total returns of 4.6% and 2.9% respectively. For the UK, on a one, three year and five year basis equities outperformed both bonds and property. Property shows a much stronger performance over ten years, outperforming both asset classes, with an annualised return of 11.5%. Portfolio Review Strategy The investment strategy is aimed at providing an attractive level of income, together with the potential for capital growth, from directly or indirectly investing in a diversified portfolio of property located in the UK, Isle of Man or Channel Islands. It is intended that the Group will hold a diversified portfolio of properties. The Group's strategy includes investment in the five principal sectors; namely office, retail, retail warehouse, industrial and leisure. The Group may also invest in other property funds. The Investment Manager has a strategy of targeting assets with good fundamental characteristics, maintaining a diverse spread of occupational tenants and above average income yields for the property sector, with opportunities to enhance value through active management. This is achieved by taking an overweight position in sub sectors which provide a higher level of income return relative to the IPD Annual Index, whilst at the same time providing opportunities for capital growth. The Group has an overweight position in the office and industrial sectors and a lower weighting towards the retail sector. In particular the Group has a below average exposure to lower yielding sub sectors such as retail warehousing and central London offices. Particular emphasis is placed on providing a stable and secure cash flow, added to which active management initiatives are pursued that can enhance income or capital value. Where assets do not meet the strategy of providing strong income return characteristics or offer the prospects for capital enhancement, and where active management initiatives have been completed, then, where appropriate, monies will be recycled to opportunities that provide greater performance potential. With a number of disposals completed throughout 2007 and early in 2008, the Investment Manager has sought to enhance the income bias and at the same time reduce the number of non-core assets within the portfolio. Proceeds were primarily used to reduce the overall level and cost of debt and it is expected that this will continue into 2008, with a view to repaying all non-securitised borrowings by the end of this year. Portfolio Performance For the year ending 31 December 2007, at an ungeared level, the underlying portfolio outperformed the IPD Annual Index on both an Income and Total Return basis. The Group's property portfolio produced a total loss of -0.8% which compares favourably with the IPD Annual Index of -3.4%. The portfolio has now outperformed this Index since inception. The Income Return from the portfolio was 5.7% for 2007, significantly ahead of the IPD Annual Index at 4.6%, for the second consecutive year. In 2007, as in 2006, the portfolio outperformed on an income return basis due to the portfolio structure providing a relatively high initial yield, further combined with active management initiatives that enhanced income throughout the year. Net Asset Value The marked and sudden movement in capital values in the second half of 2007 impacted overall performance, and, together with the impact of gearing, reduced the overall Net Asset Value of the Group. For the year to December 2007, the NAV Total Return was -6.8%. NAV Total Return is calculated as the percentage increase or decrease in net asset value generated over the year assuming the dividend is reinvested. Since launch in October 2005, the NAV Total Return has been 10.3% on an annualised basis. Review of 2007 The repricing of commercial real estate during 2007 came much sooner and was more severe than we had predicted. Whilst the occupier market remained robust throughout the year, this was in marked contrast to the investment market in which values corrected sharply in the latter half of the year. Set against this correction, there was significant activity on the underlying portfolio and real progress was made in enhancing the quality of the portfolio and income generated. In the latter half of 2007 active management was as much focussed on maintaining value as opposed to creating it. The sales programme which continued throughout the year, with selective disposals across all sectors, resulted in proceeds that were used to degear the portfolio, whilst at the same time reducing the overall exposure to the retail sector in particular. Whilst it was the Investment Manager's intention to reduce borrowing further over the course of the year, the speed of the correction in the underlying market and significantly lower transaction volumes in the fourth quarter resulted in some disposal transactions becoming abortive in the latter part of the year as purchasers withdrew from transactions, unable to obtain finance or approval to proceed. With a portfolio as diverse as this, there are likely to be many asset management led initiatives that provide performance on a cumulative basis rather than one off transactions. We have however highlighted below examples across all sectors that contributed to performance. What is particularly pleasing is the completion of a number of business plans, many of which were first prepared at the launch. The Investment Manager's focus continues to be on active management to retain existing tenants, minimise void periods and capitalise on situations where the landlord and tenant can work together to create value. Particular emphasis has been on providing additional income and thereby enhancing the dividend cover which this year was close to 90%. At the year end the portfolio consisted of 58 assets, diversified across both sector and geographically, providing an income stream secured against over 300 separate tenancies. The running yield on the portfolio was 6.01% and reversionary yield 6.63%, before purchaser's costs. A brief sector by sector summary follows; Offices The Group has an overweight position towards the office sector, which performed well during 2007. In particular, central London assets, such as Boundary House, London, EC3 which was acquired in 2006 at a low rent of £18 per sq ft., saw significant performance as leases were restructured and income grew, with over 20% rental growth achieved during 2007. At Angel Gate Office Village, London, N1 the scheme reached over 95% occupancy for the first time since acquisition and rental levels achieved showed over 25% rental growth during 2007. At City Link House, Croydon we were able to regear a lease over four floors to The Royal Bank of Scotland plc on a 15 year term enhancing both rental income and capital value. Retail Performance in the retail sector was more muted, coming principally from the disposals made in 2007. The sale of Belfast in particular is detailed below. A strong rent review settlement at one of the retail warehouse assets, Angouleme Way Retail Park, Bury, has enhanced the rental income from the park, and also provided good quality evidence for future settlements, with estimated rental growth of over 16% in 2007. In addition, the Group's two principal supermarket investments performed well on the back of rental and capital growth. Industrial The industrial sector continues to be important for its relatively high income return and one small strategic acquisition was made in this sector as detailed below. At Easter Court, Warrington, the estate became fully income producing following three lettings during the course of 2007. The income has increased 47% since the end of 2006. The disposal of the industrial unit at Garsington Road, Oxford, detailed below, highlights the recycling of capital, in particular of smaller assets, where there is limited capital upside and the income return does not meet the Group's criteria. Acquisitions and Disposals In the year to 31 December 2007 the Group acquired one asset and exchanged contracts or disposed of six assets for a consideration of over £39 million, on average 8.8% above their preceding valuation. The acquisition was of a vacant industrial unit, adjacent to the Group's largest holding, a south east industrial estate, in Harlow, Essex. This was a strategic acquisition for £2.6 million, which consolidated the holding. Having refurbished and re-let the unit to FedEx UK Limited following acquisition, this provided new rental value evidence for the rest of the estate. The disposals were part of a planned programme of phased disposals which started in 2006, principally to reduce the number of smaller assets within the portfolio and also to sell assets which did not contribute on an income return basis and where the business plans had been implemented. The principal sales were as follows: Trafford Park, Manchester - The Group completed the sale of two detached retail warehouse units for £5.8 million on 13 April 2007, following completion of rent reviews undertaken the preceding year. The sale was £255,000 ahead of the preceding quarter's valuation. Scottish Provident Building, Belfast - The Group completed the sale of this Grade II Listed building, located in central Belfast for £21.0 million on 20 December 2007. Detailed analysis had been undertaken in respect of a refurbishment of the predominately vacant upper parts and a decision was made to sell the asset rather than employ significant capital to facilitate a refurbishment programme. The sale reflected a net initial yield of 3.75% and was £2.2 million ahead of the preceding valuation. 40 Garsington Road, Oxford - The Group exchanged contracts on the sale of a vacant industrial unit in Oxford, following the tenant activating their break clause in November 2007. The outgoing tenant paid the Group a penalty of £132,000 , equivalent to six months' rental, to terminate the lease. The sale, which completed just after the year end, was at £4.85 million, £510,000 ahead of the previous valuation. Whilst in current market conditions it is more difficult to achieve disposals, where appropriate these will continue where value can be achieved through the disposal process and when it is in line with the strategy of enhancing income and total return prospects. Occupancy The occupancy rate on the portfolio remains strong and at December stood at 95%, ahead of the IPD Annual Index of 92.8%. The Investment Manager has taken advantage of the low vacancy rate and has undertaken surrenders of occupational leases where value can be generated through this process. As at 31 December 2007, approximately 50% of the void is attributable to two assets, which are detailed below:- 3 The Boulevard, Watford - This refurbished office building totals 43,259 sq ft and provides Grade A headquarters open plan accommodation. The Watford area has been over-supplied for a number of years although the availability of stock in this market has reduced. The Manager continues to market the property on flexible terms and unfortunately a transaction to lease the entire building became abortive in December this year. We are actively remarketing it and are exploring reconfiguring access arrangements and flexible leasing options. Unit G2, River Way Industrial Estate, Harlow - This industrial unit, comprising 33,500 sq ft was vacated in 2007 and was subsequently refurbished. An agreement for lease has just been signed, which will secure a new ten year lease with a break option after five years, setting further positive evidence for the estate and increasing the rental income by over £209,000 per annum. Debt The Group's borrowings were reduced during 2007 as part of a strategy to reduce the overall level of debt. Whilst debt repayment costs were fixed, changes to the marked to market value of the swap had a negative impact on the Balance Sheet at the year end. The debt is held in two separate tranches, the majority of which is securitised. Proceeds from sales have been used to reduce borrowings in the more expensive tranche. At 31 December 2007 the weighted average cost of debt was 5.16%, excluding loan arrangement costs. The Group has borrowed a total of £225 million of AAA rated loan notes on the debt market, with interest payable on the initial £200 million at 4.795% and the further £25 million at 5.3804%, both fixed by way of interest rate swaps. These loan notes are repayable on 31 January 2013. The Group also has a loan with JP Morgan with a balance of £82 million at 31 December 2007. Interest is payable on this loan at 6.0%, also fixed by way of a swap. This loan is repayable on 4 December 2009. During the year loan repayments of £6.5 million were made. Following the year end and after completion of the disposals undertaken in the fourth quarter, the Group reduced its non-securitised borrowings by a further £24.8 million. Current borrowings now stand at £282.2 million and the weighted average cost of debt has reduced to 5.09%. Outlook With economic growth entering a slower period over the next 12 to 18 months, the principal implication for commercial property is softer occupational demand. Supply-side issues are also a factor to consider, but we believe that in most cases the importance of new supply is exaggerated. Some pockets of new supply will have local impacts, particularly in retail, where new shopping centres and retail parks can alter the dynamic between retail locations within the catchment, but these locations have a minimal impact on rents at a national level. Even in City offices, where an above average amount of new supply is set for delivery in 2008 and 2009, the impact on rents should be minor, providing financial sector redundancies do not escalate dramatically. Consequently, while we do expect rental growth on the average UK property portfolio to decelerate, we would not expect a decline in rental levels in the absence of a prolonged economic recession. On the capital market front, credit markets are unlikely to immediately ease. That means property market liquidity will remain lower than normal over the remainder of the year. Despite a 10 to 15% fall in capital values in 2007, we expect the IPD index to show further falls in capital values, concentrated in the first half of 2008. A key reason for this is that we believe that UK property is already approaching long-term 'fair value' (an initial yield of around 5.25 to 5.5%), but values are likely to undershoot through the bottom of the cycle, as they overshot at the top. The difference between the current views on yields in the transactions market and those yields being quoted by IPD will also come more into play this year, with the index expected to continue to 'catch up' with the underlying market. At a sector level, industrials are expected to outperform over a one, three and five year time horizon, with both the South East and Rest of UK sub-markets forecast to see relatively healthy returns. The office sector is expected to see the lowest total returns over all three periods. However, it must be noted that this relative underperformance will largely be the result of the central London sub-markets. Indeed, offices elsewhere in the UK are expected to see a somewhat stronger performance and are in fact forecast to move in line with the all-property average over the three periods. Income returns are expected to form the greatest proportion of total returns and are forecast to average 5.9% per annum over the five years to 2012, slightly stronger than the 5.7% per annum that has been recorded over the period 2002 to 2007. 2008 sees the introduction of two elements of legislation that will affect the real estate sector, namely The Rating (Empty Properties) Act 2007 and the Energy Performance of Buildings Regulations 2007. The former, which came into effect on 1 April, increases the rates liability of vacant accommodation and in particular the industrial sector which until now has benefited from full business rates relief for vacant properties. At present, the portfolio benefits from a relatively low vacancy rate, so the impact of the legislation will be less than the market in general. We have employed consultants to review the rates liabilities on all vacant or soon to be vacant assets to ensure that appeals can be lodged and costs mitigated where appropriate. In respect of the introduction of Energy Performance Certificates, these were introduced (on a phased basis) from 6 April and are required on all sales and lettings of commercial real estate, dependent upon the size of the building. We have employed consultants to prepare these to ensure that no letting or sale campaign is prejudiced by the introduction of this legislation. Furthermore, in respect of properties that are in direct control of the landlord, either being multi-let or vacant, we are in the process of establishing a policy to ensure that the environmental impact of these assets is improved in the short and medium term, through the introduction and monitoring of energy saving measures. The income bias on the portfolio, along with office exposure and lower weighting in the retail sector, led to outperformance in 2007. With slower economic and rental growth envisaged for 2008, the portfolio's defensive quality of a high income return and low exposure to primarily growth dependant sectors, will we believe enable it to continue to outperform. We will continue our successful sales programme with a view to further reducing borrowings where we are able to make disposals at opportunistically attractive levels, selling assets where we have completed business plans and where they do not add to the income bias of the portfolio. With the diversity of assets and tenancies within the portfolio we are confident that the asset management team will continue to deliver outperformance and create additional opportunities that will enhance value and income from the underlying portfolio. Michael Morris ING Real Estate Investment Management (UK) Limited 8 April 2008 Financial Statements Consolidated Income Statement For the year ended 31 December 2007 Year ended 31 15 Sept Dec 2007 2005 to 31 Dec 2006 Note Income Capital Total Total £000 £000 £000 £000 Income Rental income 40,902 - 40,902 39,329 Service charges recharged to 3,999 - 3,999 6,074 tenants Other operating income 2,795 - 2,795 4,661 Total operating income 47,696 - 47,696 50,064 Gains and losses on investments Realised gains arising on disposal of investment properties - 4,085 4,085 4,572 Unrealised (losses)/gains on revaluation of investment - (46,775) (46,775) 70,421 properties Total gains and losses on investments - (42,690) (42,690) 74,993 Expenses Property operating (2,935) - (2,935) (2,572) expenses Service charge costs (3,999) - (3,999) (6,074) Management expenses (6,496) - (6,496) (5,977) Other operating expenses (1,669) - (1,669) (1,607) Total operating expenses (15,099) - (15,099) (16,230) (Loss)/profit before finance 32,597 (42,690) (10,093) 108,827 costs and tax Finance costs Interest receivable 1,914 - 1,914 1,617 Interest payable (16,470) - (16,470) (12,549) Unrealised (losses)/gains on revaluation of interest - (3,079) (3,079) 8,727 rate swaps Total finance costs (14,556) (3,079) (17,635) (2,205) (Loss)/profit before tax 18,041 (45,769) (27,728) 106,622 Tax 460 - 460 (460) (Loss)/profit for the year/period 18,501 (45,769) (27,268) 106,162 (Loss)/earnings per share Basic and diluted 3 (8.2)p 34.4p The total column of this statement represents the Group's Consolidated Income Statement, prepared in accordance with International Financial Reporting Standards. The supplementary income return and capital return columns are both prepared under guidance published by the Association of Investment Companies. All items in the above statement derive from continuing operations. All income is attributable to the equity holders of the parent company. There are no minority interests. Consolidated Statement of Changes in Equity For the year ended 31 December 2007 Share Share Premium Distributable Retained Total Capital Account Reserve Earnings £000 £000 £000 £000 £000 Balance as at 15 - - - - - September 2005 Net profit for the period - - - 106,162 106,162 Dividends paid - - - (17,835) (17,835) Issue of ordinary shares - 337,198 - - 337,918 Issue costs - (7,199) - - (7,199) Transfer to distributable reserve - (298,610) 298,610 - - Balance as at 31 December 2006 - 31,389 298,610 88,327 418,326 Net loss for the year - - - (27,268) (27,268) Dividends paid - - - (20,707) (20,707) Repurchase of ordinary shares - - (834) - (834) Balance as at 31 December 2007 - 31,389 297,776 40,352 369,517 Consolidated Balance Sheet As at 31 December 2007 2007 2006 Note £000 £000 Non-current assets Investment properties 5 633,206 702,167 Total non-current assets 633,206 702,167 Current assets Accounts receivable 6,018 7,437 Cash and cash equivalents 51,150 37,873 Total current assets 57,168 45,310 Total assets 690,374 747,477 Current liabilities Accounts payable and accruals (17,496) (24,428) Total current liabilities (17,496) (24,428) Non-current liabilities Loans and borrowings 6 (303,361) (304,723) Total non-current liabilities (303,361) (304,723) Total liabilities (320,857) (329,151) Net assets 369,517 418,326 Equity Ordinary share capital 8 - - Share premium account 9 31,389 31,389 Distributable reserve 9 297,776 298,610 Retained earnings 40,352 88,327 Total equity 369,517 418,326 Net asset value per share 1.12 1.26 These Consolidated Financial Statements were approved by the Board of Directors on 8 April 2008 and signed on its behalf by: Robert Sinclair Tjeerd Borstlap Director Director Consolidated Cash Flow Statement For the year ended 31 December 2007 Year ended 31 Dec Period from 15 Sept 2005 to 31 2007 Dec 2006 £000 £000 (Loss)/profit before tax (27,728) 106,622 Adjusted for Interest receivable (1,914) (1,617) Interest payable 16,470 12,549 Realised and unrealised gains and losses on investments 45,712 (83,720) Amortisation of finance costs 544 331 Cashflows from operating profit before working capital changes 33,084 34,165 Decrease /(increase) in trade and other receivables 1,419 (4,930) (Decrease/incr ease in trade and other payables (7,188) 23,968 Net cash flows from operating activities 27,315 53,203 Cash flows from investing activities Purchase of investment properties (5,913) (652,930) Disposal of investment properties 34,343 25,756 Interest received 1,847 1,617 Net cash flows from investing activities 30,277 (625,557) Cash flows from financing activities Equity raised - 337,198 Repurchase of ordinary shares (834) - Proceeds from long term borrowings - 738,000 Repayment of long term borrowings (6,469) (424,550) Issue costs of borrowing & equity raising - (10,037) Interest paid on loans (16,305) (12,549) Dividends paid (20,707) (17,835) Net cash flows from financing activities (44,315) 610,227 Net increase in cash and cash equivalents 13,277 37,873 Cash and cash equivalents at beginning of year/period 37,873 - Cash and cash equivalents at end of year/period 51,150 37,873 Notes to the Consolidated Financial Statements for the year ended 31 December 2007 1. Significant accounting polices The preliminary statement is prepared on the basis of the accounting policies disclosed in the prior year financial statements. Whilst the financial information included in this preliminary statement has been computed in accordance with International Financial Reporting Standards (IFRS), this announcement does not itself contain sufficient information to comply with IFRS. The Group's full financial statements that comply with IFRS were approved by the Directors on 8 April 2008. 2. Dividends Year ended 31 Dec 2007 Period ended 31 Dec 2006 £000 £000 Declared and paid 20,707 17,835 The interim dividend of 1.5625 pence per ordinary share in respect of the period ended 31 December 2007 has not been recognised as a liability in accordance with IFRS as it was declared after the year end. A dividend of £5,163,000 was paid on 29 February 2008. 3. Earnings per share Basic earnings per share is calculated by dividing the net (loss)/profit for the year attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the year. The following reflects the income and share data used in the basic and diluted earnings per share calculations: Year ended 31 Dec 2007 Period ended 31 Dec 2006 Net (loss)/profit attributable to ordinary shareholders of the Company from continuing operations (£000) (27,268) 106,162 Weighted average number of ordinary shares for basic and diluted earnings per share 331,350,393 308,366,051 4. Investments The Company had the following principal subsidiaries and sub-subsidiaries at 31 December 2007 and as at 31 December 2006. Name Place of Ownership proportion incorporation ING UK Real Estate (Property) Limited Guernsey 100% ING (UK) REIT (SPV) Limited Guernsey 100% ING (UK) Listed Real Estate Guernsey 100% ING UK Real Estate (Property) No.2 Limited Guernsey 100% ING (UK) REIT (SPV No.2) Limited Guernsey 100% Merbrook Business Property Unit Trust Jersey 100% Merbrook Prime Retail Property Unit Trust Jersey 100% Merbrook Bristol Property Unit Trust Jersey 100% Merbrook Swindon Property Unit Trust Jersey 100% ING (UK) Listed Real Estate Issuer England & Wales - PLC 5. Investment properties 2007 2006 £000 £000 Opening valuation 702,167 - Additions 5,913 652,930 Disposals (34,343) (25,756) 673,737 627,174 Gains and losses on investments held at fair value through profit and loss: Gains on disposals 4,085 4,572 (Deficit)/surplus on revaluation (46,775) 70,421 Closing valuation 631,047 702,167 Valuations of assets held under finance leases 2,159 - Total investment properties 633,206 702,167 Historic cost 611,384 631,746 The investment properties were valued by King Sturge LLP, Chartered Surveyors, as at 25 December 2007, on the basis of Market Value in accordance with the Appraisal and Valuation Manual of the Royal Institution of Chartered Surveyors. The Group's borrowings are secured by a first ranking fixed charge over the investment properties held. Rental Income and property expenses arise from the properties shown above. 6. Loans and borrowings Maturity 2007 2006 £000 £000 Floating rate notes 31 January 2013 225,000 225,000 Bank loan 4 December 2009 81,981 88,450 Interest rate swaps (5,648) (8,727) Obligations under finance leases 2,028 - 303,361 304,723 On 20 December 2005 the Group issued £200 million of AAA rated seven year loan notes to the debt market. The interest payable on these notes is fixed at 4.795% by means of an interest rate swap. On 6 July 2006 a further £25 million of loan notes were issued on the same terms, with the interest payable fixed at 5.3804% by means of a further swap. The loan notes are secured over the investment properties held by the GPUT, and are repayable on 31 January 2013. The loan notes were issued by ING (UK) Listed Real Estate Issuer PLC, a Special Purpose Entity that is consolidated under the principles of SIC 12, see Note 10. On 4 December 2006 the Group entered into a 3 year term loan with J P Morgan for £93 million. The full amount was drawn down on that date, with £4,550,000 repaid on 11 December 2006, following the disposal of an investment property. Subsequent disposals have lead to further repayments of the loan. Interest on the loan is fixed at 5.20% by a further interest rate swap, plus a margin payment of between 60 and 80 basis points depending on the loan to value ratio at the time. This is currently 80 basis points. The loan is repayable in full on 4 December 2009, and is secured over the units held in the JPUTs and the investment properties held by those JPUTs, with the exception of Merbrook Swindon Property Unit Trust. The interest rate swaps mature on the same dates as the associated borrowings. The weighted average interest rate paid on the Group's borrowings for the year was 5.1645% (31 December 2006: 5.1817%). The fair value of the loans may be lower than the book value given that, at the present time, lenders are less willing to provide financing for the type of assets held by the Group at the interest annually paid by the Group. However, it is not practical or possible to measure the fair value of the loan due to the current market conditions. The loan agreement for the floating rate notes states that for the securitised pool of assets the Loan to Value ratio should not exceed 50% and the Interest Cover Ratio should be a minimum of 1.50. The additional JP Morgan loan agreement determines that for the assets falling under this agreement the Loan to Value ratio should not exceed 78% and the minimum Interest Cover Ratio should be a minimum of 1.10. The Group has not breached any of the loan covenants either in the current year or in the previous accounting periods. 7. Contingencies and capital commitments The Group has entered into contracts at Longcross Court, Cardiff and Heron Industrial Estate, Reading with commitments outstanding at 31 December 2007 of approximately £1.0m, (31 December 2006 : £nil). There are no other contractual obligations to purchase, construct or develop investment property or for repairs, maintenance or enhancements as at 31 December 2007. 8. Ordinary Share Capital 2007 2006 Authorised: £000 £000 Unlimited number of ordinary shares of no par value - - Issued and fully paid: 330,401,300 ordinary shares of no par value - - (31 December 2006: 331,500,000) The Directors have authority to buy back up to 14.99% of the Company's ordinary shares in issue subject to the annual renewal of the authority from shareholders. Any buy back of ordinary shares will be made subject to Guernsey law, and the making and timing of any buy backs will be at the absolute discretion of the Board. During November 2007 the Company repurchased 1,098,700 ordinary shares for cancellation at an average price of 75.76 pence per share, leaving ordinary shares in issue of 330,401,300. Under Guernsey law, a capital redemption reserve is created for the redemption of these ordinary shares. As the nominal value of these shares is £nil the amount to be transferred to this reserve is £nil. 9. Share Premium and distributable reserve Share Distributable Premium Reserve £000 £000 Opening balance at 15 Sept 2005 - - Premium arising on issue of equity shares 305,000 - Expenses of issue of equity shares (6,390) - Transfer (298,610) 298,610 Further issue of equity shares 32,198 - Expenses of issue of equity shares (809) - Balance at 31 Dec 2006 31,389 298,610 Repurchase of ordinary shares - (834) Balance at 31 Dec 2007 31,389 297,776 By way of a special resolution dated 30 September 2005, the amount standing to the credit of the share premium account was cancelled and transferred to a distributable reserve. Royal Court approval was obtained on 17 October 2005. Distributable reserves may be used for the purpose of paying dividends or buying back shares. For further information: The Company Secretary Northern Trust International Fund Administration Services (Guernsey) Limited Trafalgar Court Les Banques St Peter Port Guernsey GY1 3QL Tel: 01481 745439 Fax: 01481 745085 ING Real Estate Investment Management (UK) Limited Helen Stott, 020 7767 5648 helen.stott@ingrealestate.co.uk Financial Dynamics Dido Laurimore/Laurence Jones, 020 7831 3113 Dido.Laurimore@fd.com This information is provided by RNS The company news service from the London Stock Exchange
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