Final Results

RNS Number : 6482W

Safestore Holdings plc

30 January 2013

Safestore Holdings plc

("Safestore", "the Company" or "the Group")

Preliminary Results Announcement for the year ended 31 October 2012

Resilient performance - Converting to REIT status

Safestore Holdings plc ("Safestore", "the Company" or "the Group"), the largest self storage operator in the UK and Paris, is pleased to report on its Financial Results for the year ended 31 October 2012.

Operational Highlights

· Closing occupancy¹ up 2.5% to 3.29 million sq ft or 63.9% of Maximum Lettable Area ("MLA")

· Strong growth in UK business customers, which now account for more than half our total occupancy

· Initial impact of the introduction of VAT in the UK remains in line with original estimates

· Four new stores opened during the year, completing the planned store expansion programme

· Full refinancing of the Group completed

· Group to apply for conversion to Real Estate Investment Trust ("REIT") status with effect from 1 April 2013

Financial Highlights⁷

· Revenue up 5.5% and RevPAF^{2 & 3} up 5.2% in constant exchange rates ("CER")

· Underlying EBITDA⁴ after strategic investments down 0.4% to £50.3m but up 0.8% in CER

· EPRA⁵ adjusted EPS on a cash tax basis⁶ down 0.43 pence (3.9%) to 10.56 pence per share

· Property valuation reduced by 4.0% to £685.8 million, reflecting imposition of UK VAT and adverse currency movements; with a resulting loss before tax, including refinancing costs, of £19.5 million (year ended 31 October 2011: profit before tax of £8.5 million)

· Basic EPS - loss of 4.16 pence per share (year ended 31 October 2011: earnings of 6.95 pence per share)

· Final dividend increased by 7.0% to 3.80 pence per share, bringing total dividend to 5.65 pence per share

Peter Gowers, Safestore's Chief Executive Officer, commented:

"Demand for self-storage in the UK and France has remained solid despite the economic environment. We have delivered resilient financial results and made good progress on our strategic plan to focus on organic growth.

Our cash generative characteristics and organic growth potential make Safestore well suited to REIT status and approval will be sought for conversion from 1 April 2013.

We anticipate a challenging year ahead with some short-term pressures expected from the economy and the imposition of VAT, both of which have contributed to a slower start to the new financial year. However, the solid underlying demand for self-storage together with our focus on driving returns from our existing stores, tight cost control and the tax advantages of REIT status, position us well to deliver increased value to shareholders."

1 Closing occupancy excludes offices but includes 82,800 sq ft of bulk tenancy as at 31 October 2012 (31 October 2011: 67,200 sq ft)

2 RevPAF is calculated as total Revenue divided by total Maximum Lettable Area ("MLA") excluding the five stores opened since 1 May 2011

3 RevPAF for the year ended 31 October 2011 has been restated from £18.99 because of the exclusion of trading for Gonesse which opened in H2 2011 consistent with the current reporting

4 EBITDA before exceptional items, contingent rent, fair value movement of derivatives and movement in investment properties ("underlying EBITDA")

5 European Public Real Estate Association ("EPRA")

6 EPRA adjusted EPS (cash tax only) removes the impact of deferred tax movements leaving only the tax charge which will actually be paid

7 All figures are stated net of VAT

For further information, please contact:

Safestore Holdings plc	Tel: 020 7457 2020 on Wednesday 30 January 2013 and thereafter on 020 8732 1544
Peter Gowers, Chief Executive Officer
Richard Hodsden, Chief Financial Officer
www.safestore.com

College Hill	Tel: 020 7457 2020
Matthew Smallwood Justine Warren Mark Reed

A presentation for analysts will be held at 9.30am today at College Hill, The Registry, Royal Mint Court, London, EC3N 4QN.

For dial-in details of the presentation please contact Sarah Vines at College Hill on 020 7457 2057

Notes to Editors

·	Safestore is the UK's largest self storage group with 135 stores. They include 98 wholly owned stores in the UK and 25 wholly owned stores in the Paris region together with 12 stores under management in the UK.
·	The Company provides storage to more than 43,700 personal and business customers.
·	Safestore (excluding Space Maker) has a maximum lettable area ("MLA") of 5.24 million sq ft (including the expansion pipeline stores) of which 3.29 million sq ft is currently occupied.
·	Safestore employs around 550 people.

SAFE HARBOUR

Certain statements in this announcement are forward looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties or assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties or assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. Except as required by law, the Company is under no obligation to update or keep current the forward-looking statements contained in this announcement or to correct any inaccuracies which may become apparent in such forward-looking statements.

Chairman's Statement

We are pleased to report another year of strategic progress and financial resilience during the year ended 31 October 2012.

Strategic Progress

In January 2012 we outlined our 'More Space' strategy. Early results have been encouraging, with gains in brand awareness, significant growth in business customers and greater occupancy. At the store level, both sales and profitability have improved in constant exchange rates. The Group also completed its planned store expansion programme during the year. We opened two new stores in London and two in Paris, all of which are performing in line with our expectations.

While the strategy has delivered encouraging results, the Group has faced external pressures that have impacted overall financial performance. Economic conditions in both the UK and France remain challenging. While the UK economy essentially remained similar to last year, the unexpected imposition of a new 20% rate of VAT on the entire self-storage industry during the fourth quarter of our financial year placed pressure on new customer conversion. In France, while our underlying business delivered good levels of growth in constant currency, we were negatively impacted by a ten per cent decline in the value of the Euro against Sterling during the second half of the year.

Overall, we have delivered good progress on our strategy and resilient financial performance. These solid results leave us confident in the fundamentals that underpin our industry, in which we have a leading market position, and in the strength of our business model, the quality of our operational teams and our prospects for the future.

Financial Resilience

Revenue for the year was £98.8 million, 4.0% higher than last year (FY2011: £95.1 million) and 5.5% higher in CER. The key drivers for revenue growth continue to be movements in self storage occupancy, rate per square foot and ancillary revenues:

· Average occupancy was 272,000 sq ft or 9.0% higher than last year at 3.28 million sq ft (FY2011: 3.01 million sq ft) with closing occupancy up by 80,000 sq ft or 2.5% to 3.29 million sq ft (FY2011: 3.21 million sq ft)

· The average self storage rental rate decreased by 2.9% in CER and 4.6% in Sterling to £24.91 per sq ft (FY2011: £26.11 per sq ft)

· Ancillary revenues were up 4.4% to £13.8 million (FY2011: £13.2 million)

Store EBITDA increased by 4.3% in the UK and 2.2% in France in constant exchange rates. Underlying EBITDA decreased by 0.4% to £50.3 million (FY2011: £50.5 million) after taking into account movements in foreign exchange rates and our targeted strategic investments in marketing, pricing and sales.

There was a £1.8 million reduction in EPRA defined Group Earnings, the standard measure across the Real Estate sector which excludes movements in our property valuation. EPRA group Earnings were £14.3 million compared to £16.1 million for the year ended 31 October 2011. Our underlying performance, measured by EPRA Earnings on a cash tax basis, fell by £0.8 million, or 3.9%, to £19.8 million from £20.6 million for FY 2011.

Our strategy and operational performance is covered in more detail in the Chief Executive's Report on pages 6 to 12. Further details on the results for the Financial Year 2012 ("FY2012") and Financial Year 2011 ("FY2011") are included in the Financial Review on pages 13 to 21.

Property Valuation

As at 31 October 2012, the total value of the Group's property portfolio was £685.8 million, down £28.6 million from £714.4 million at 31 October 2011 and down £4.6 million from the half year valuation of £690.4 million at 30 April 2012. Underlying trading assumptions and capitalisation rates have remained similar to prior year levels. The principal drivers of the valuation change have been the impact of the introduction of 20% VAT on self-storage in the UK and adverse movements in foreign exchange rates. Further details of the property valuation and the movements therein are provided in the Finance Report.

Refinancing

The Group successfully refinanced its facilities during the first half of the year, extending maturities and diversifying our lending base. The Group's facilities now include a term loan, a revolving credit facility and a substantial private placement of long-term loan notes in the United States. Full details are set out in the Finance Report.

Conversion to REIT Status

The Company intends to convert to REIT status with effect from 1 April 2013.

Safestore is an operational business that derives much of its income from the rental of property in the UK. As our current new store expansion programme comes to an end and the benefit of significant capital allowances begins to reduce, there are meaningful advantages to our shareholders from converting to REIT status. These include reduced UK tax liabilities and a resulting improvement in cashflow and earnings.

Since the passing of the UK Finance Act in 2012, the significant conversion charge for becoming a REIT has been abolished and the Board believes now is an appropriate time to convert to REIT status.

Shareholder approval for the required changes to the Articles of Association of the Company will be sought at an Extraordinary General Meeting to be held following the Annual General Meeting on 20 March 2013. Further details will be circulated to shareholders in due course.

Further details relating to REIT status, its advantages and requirements can be found in the Chief Executive's report on page 12.

Dividend

Following our intended conversion to REIT status, the company will be required to distribute 90% of the profits generated from its UK property rental business by way of a Property Income Distribution ("PID"). Safestore's present dividend is more than twice the level of the PID that would currently be required were the company to be a REIT, and is supported by earnings not just from the UK property rental business but also by earnings which lie outside REIT status, including UK ancillary sales and the French business.

The Board remains confident in the prospects for the Group and is pleased to recommend a final dividend of 3.80 pence per share bringing the total dividend to 5.65 pence per share for the year. This final dividend represents an increase of 7.0% versus FY2011.

Following REIT conversion, the board intends to maintain its progressive dividend policy, growing the dividend broadly in line with earnings over the economic cycle while maintaining appropriate dividend cover.

People

During the year, our team-members in both the UK and France continued to be the key drivers of the success of the business. I would like to take this opportunity to thank all my colleagues throughout the business for their hard work and dedication this year.

We have announced today that after more than a decade with the Group, our Chief Financial Officer, Richard Hodsden has indicated his intention to step down from the Board and leave the Company. Richard has been instrumental in the Group's development and the Board would like to express its sincere gratitude for the valuable contribution he has made to the success and development of the company. We wish Richard the best with his future endeavours.

Richard will be succeeded by Andrew Jones, who joins us from Worldpay Limited. Andrew brings a valuable understanding of similar customer focused and yield managed operational businesses from his current role and earlier career at TUI Travel plc and Virgin. We are very pleased to welcome Andrew to Safestore.

To ensure a smooth transition, Richard will remain with the Group until his successor is in place, which is expected to be not later than 31 July 2013.

Full details of these changes to the board are set out in a separate announcement issued today.

Outlook

The economic environment continues to be challenging. However, self-storage demand remains solid in both the UK and France.

As we forecast, during the first few months of the new financial year, the imposition of VAT on the UK self-storage industry has resulted in lower UK occupancy and rate than last year's record levels. While it remains too early to assess the full effect of VAT, the initial impact is consistent with the original estimates we set out in June 2012. In France customer demand remains solid, although the slowing economy has led to greater growth from personal customers than from businesses in recent months.

We expect the year ahead to remain challenging with slightly lower sales than the prior year. In that context, we retain our tight focus on cost control and expect to deliver further cost efficiencies to mitigate the expected revenue pressure. Overall we expect performance for the current financial year to remain broadly consistent with the level experienced during the last financial year.

With strong underlying demand potential and modest new supply growth, self-storage remains a growing sector. As awareness of the product increases, our clear strategy, market leadership position and scale leave us well positioned to withstand the short-term challenges and capitalise on the opportunities ahead.

Richard Grainger
Chairman
30 January 2013

Chief Executive's Review

Introduction

Strategic and Financial Progress

We are pleased to report that Safestore has delivered further strategic progress and financial resilience during the year.

We continued to make good progress on the More Space^SM strategy outlined in January 2012, with gains in brand awareness, business customer growth and improved pricing capabilities being delivered during the year.

The Group also completed its planned store expansion programme, with the addition of four new stores during the year. This good strategic progress resulted in gains in occupancy, revenue and store level EBITDA.

We tightly controlled administrative costs and made the planned strategic investments in strengthening marketing, national accounts, yield management and call centre operations during the year. These strategic investments, together with the impact of weaker Euro exchange rates on the translation of our French earnings into Sterling, resulted in Group underlying EBITDA being slightly lower than last year.

The Group completed a full refinancing of its debt facilities in the first half of the year, extending the average maturities of its debt and diversifying its lending base.

The Self-Storage Market

Demand for self-storage is fuelled by two principal customer groups:

Personal Customers - individuals and families in the process of moving house, undertaking refurbishments or simply needing to free up more space at home as a result of lifestyle changes.

Business Customers - companies storing stock and archiving materials as an alternative to having their own warehouse or office and large companies using self-storage as a partner for logistics.

Both segments have remained resilient throughout the recent economic downturn. We estimate that there are more than 8 million homes and businesses that may need more space in the UK. With penetration of self-storage in both the UK and France at much lower levels than in the more developed United States and Australia markets, we believe there is significant further demand potential.

New supply growth in our chosen markets is modest, with significant planning restrictions on new development, particularly in central London and Paris, and limited access to capital for many of our smaller rivals.

Operationally, customers are increasingly turning to the internet as the start point for researching self-storage. This, together with the opportunities to serve large businesses that use self-storage for nationwide logistics, raises the competitive importance of marketing scale and a widespread store network.

Our Store Network

We have a market leading position in the UK and Paris markets. As at 31 October 2012 our wholly owned portfolio included 123 stores - 98 in the UK and a further 25 in Paris. This network gives us a unique footprint in both the UK and Paris, delivers marketing scale and positions us well to serve the needs of key customers.

During the year we opened four new stores in the key markets of London and Paris. Two are in the London market at New Southgate in North London and Staines near London Heathrow Airport. Two are in the Paris market at Gonesse, close to Paris - Charles de Gaulle airport and Velizy to the south-west of the city.

The Group also has three development sites in the UK - at Chiswick and Wandsworth in London and Birmingham. We continually review the value of these sites to the Group and while they remain very attractive, in line with our present strategic focus on organic growth, there are no current plans to open stores at these locations.

Our Strategy

In January 2012 we set out our 'More Space' strategy to deliver value to shareholders.

'More Space' focuses the Group on delivering organic growth, by using our scale, marketing power and pricing expertise to drive occupancy, RevPAF and profitability. As we deliver this organic growth, our intention is to use the free cash flow generated principally to maintain a progressive dividend for our shareholders and progressively reduce our debt as appropriate.

Underpinning our strategy are four strategic priorities that guide action, target-setting and remuneration across Safestore:

1. Strengthen the brand

2. Build a powerful team

3. Drive operational excellence

4. Create value

Last January we announced our intention to make a planned strategic investment in strengthening our marketing, improving our national accounts, UK call centre and pricing teams and developing our website. £1.8m of this investment was introduced during the year. This focus and investment has been delivering tangible benefits and we made good progress on each of our strategic priorities during the year:

Strengthen the brand - improving brand visibility and customer reach

Safestore is the UK market leader for self-storage and we have opportunities to build on this position with improvements in our brand image and recognition.

During the year, we introduced a new look and feel for Safestore in the UK to support our positioning as a distinctive, premium, professional and friendly brand. Greater prominence is now given to the colour blue, the Safestore name and the padlock symbol in our advertising, point of sale materials, website and in our stores. These changes promote a more consistent appearance and help raise awareness of our brand.

In line with this new look and feel, as part of our planned maintenance programme we took the opportunity to rebrand a number of high visibility stores during the year, including those at Staples Corner, Chingford, Fulham and Holloway in London; Orpington in Kent and Old Trafford in Greater Manchester.

The new brand look and feel was deployed online with an upgraded website that now allows customers to see online prices for multiple stores. This led to an increase in the percentage of visitors to our website that subsequently choose to enquire and significant growth in online enquiries. Over 80% of all our enquiries now originate on the internet.

During the year Safestore ran its first television advertising campaign, airing principally in the London television regions. The advertisement generated an unprecedented level of interest for the Group online, with more than one million views of the advert on the YouTube internet video site. Taken together, the conventional television airtime and online media presence contributed to a 150% increase in unprompted awareness in the important London region.

Our strategic focus on driving value from business customers has continued. For the first time, business customers now account for more than half of our total space occupied in the UK.

A key driver of our growth has been our national accounts team. During the year we increased the size of our national accounts sales force, to help us reach more large scale national customers across the UK. By the year end, national accounts customers occupied more than 200,000 square feet or almost 7.9% of our total UK occupancy, an increase of 43% on the prior year. Approximately 76% of the space occupied by national accounts is outside London, indicating the growing importance of our national network.

Build a Powerful Team - Improving Alignment and Productivity

During the year we strengthened the UK call centre team that supports our stores. The team handles direct enquiries to our free phone number, and enquiries made when stores are closed to ensure a rapid response. The team handled almost 29,000 enquiries in the last financial year, helping support store revenue growth.

Drive Operational Excellence - Optimising Pricing

In operational terms, our main focus was the introduction of a new pricing model with attendant changes to our software systems. In the past, the self-storage industry generally offered a simple model of a fixed price, with a number of weeks free. However, this structurally reduced the attractiveness of the product for highly valuable long-term users and offered limited flexibility in pricing different room sizes and durations of stay. During the second half of the year we launched a new pricing platform that gives us greater flexibility and this will be a key driver of price efficiency during 2012-2013.

Create Value - Effective Asset Management and Capital Structure

Effective management of our property portfolio remains a key focus for the team. During the year we regeared a number of leases on our properties including those at Sunderland, Croydon, Hanworth and New Malden. We also let under-utilised space unsuitable for self-storage at a number of locations as well as delivering a number of successful rates appeals. A number of our self-storage locations may have alternative use potential and work continues to evaluate and exploit these as appropriate.

During the year the Group completed a successful refinancing of its facilities, which now include a term loan, a revolving credit facility and a long-term US private placement component. The Group was in compliance with the associated covenants to its debt facilities at 31 October 2012. Full details of the new arrangements are set out in the Financial Review.

Operational Review - Group

During the year, our strategic progress contributed to further revenue and store EBITDA growth.

During the first half of the year we saw good revenue growth, driven by a balance of strong occupancy gains and lower rental rates than the prior year. In the second half of the year, we saw slower occupancy performance but improving rental rates up until the introduction of 20% VAT on UK self-storage. The French business, while performing well in constant currency, was affected by the declining value of the Euro during the second half of the year.

Our effective pricing strategy, which balanced rental rates and occupancy throughout the year, led to improvements in the total square foot let across the business. We delivered steady gains in our developing stores and large stores, while broadly maintaining occupancy levels in the established stores and mature stores, after taking into account the impact of the imposition of VAT. The closing occupancy levels as a percentage of MLA are as shown below:

	Number of Stores 31 October 2011	Occupancy 31 October 2011	Number of Stores 31 October 2012	Occupancy 31 October 2012
Developing	12	46.5%	11	48.1%
Established	18	53.9%	20	60.4%
Mature	81	68.8%	84	66.7%
Large	8	67.1%	8	68.4%
Total	119	64.4%	123	63.9%

Performance in each of our trading areas is set out below.

Operational Review - UK

Resilient performance

In the UK we have 98 stores and 4.10 million sq ft of MLA. All our owned and leased UK stores are branded as Safestore.

Despite the continuing economic challenges and the imposition of 20% VAT on self-storage from 1 October 2012, we saw a resilient performance during the year. In line with our 'More Space' strategy, the focus during the year was on making use of our national scale and marketing power to drive improved levels of occupancy, particularly from businesses, at the optimal rental rate.

Enquiry levels have remained high throughout the year, with continued customer demand for self-storage.

Total sales were up 5.3% to £74.8 million (FY 2011: £71.1 million). We saw a 9.8% or 228,000 sq ft increase in average occupancy during the year. Year-end closing occupancy was up 1.8% or 44,000 sq ft on last year's record occupancy level to 2.54 million sq ft (FY 2011: 2.50 million sq ft). Business customer occupancy has been particularly strong. As at 31 October 2012, 1.41 million sq ft or 55.5% of all our UK occupied space was filled by business customers and 1.13 million square feet or 44.5% from personal customers.

In line with our pricing strategy and the mix effect on rate of a growing share of our occupancy being delivered in recently opened stores with lower average price points, our average rental rate decreased by 4.0% to £23.43 (FY 2011: £24.40).

Store EBITDA was up 4.3% to £44.2 million and was impacted by the opening costs for the final two stores in our UK expansion programme. RevPAF (excluding the two stores opened since May 2011) was up 6.0% to £18.56 (FY 2011: £17.51).

Impact of VAT on self-storage remains within initial estimates

In March 2012, the UK government set out a proposal to introduce a new 20% tax on all self-storage rentals in the UK with effect from 1 October, 2012. This represented a significant change, reversing the long-standing exemption from VAT that the UK self-storage sector enjoyed in common with other real estate businesses.

The Company acting together with the UK Self-Storage Association (SSA) sought to challenge the decision during the formal consultation period. However, the government maintained its position and the measure took effect on 1 October 2012. An exceptional cost of £175,000 is included in the accounts for charges relating directly to the imposition of the new tax as well as our participation in the consultation process and legal review.

Since 1 October 2012, the Group has been obliged to charge full 20% VAT on all eligible self-storage rentals in the UK. In effect this increases the total cost of the product to our customers by 20%, although many business customers may have the ability to reclaim the VAT if they are VAT registered.

Our strategy has been to pass on the cost of the VAT increase to our customers wherever possible. We have, however, offered some selective discounts for certain high value customers.

As we forecast, this unplanned and very rapid change in the industry's tax status has impacted performance. During the fourth quarter of the year we saw approximately 51,000 more square feet vacated than we would have had expected had the VAT measure not been in place. Since the year-end, we have seen a reduction in the pace of new let growth although this has been accompanied by a moderate improvement in average move-in rate.

Taken together, the impact of VAT on existing and new business appears within the original estimates we provided in June 2012, which were for an annual revenue impact of £5 million to £6 million and an EBITDA impact in the order of £2 million to £3 million. We will however continue to monitor the situation closely.

Operational Review - France

Strong constant currency growth affected by adverse exchange rate movements

We now have 25 stores in France, accounting for 1.04 million sq ft of MLA. All our French stores are branded as Une Pièce en Plus ("A Spare Room"). This network gives us a leading presence in the Paris region, a market with close to 12 million people, attractive socio-demographics for self-storage and high barriers to entry due to the lack of available land and the competition with other uses, as well as new planning restrictions.

With a strong brand and unrivalled store network right in the heart of the affluent areas of the city of Paris, we saw strong performance despite the slowing of the French economy. We continued to focus on maintaining performance in our already highly occupied central stores, while benefiting from our recent expansion into strategically located new stores around the suburban markets of the city.

Enquiries remained solid. Total revenue was up 6.3% to €29.3 million (FY 2011: €27.6 million). The business delivered a 6.6% or 44,000 sq ft increase in average occupancy, with closing occupancy 5.0% or 35,000 sq ft higher than the prior year at 746,000 sq ft (FY 2011: 711,000 sq ft). As at 31 October 2012, 0.30 million sq ft or 39.7% of all our French occupied space was filled by business customers and 0.45 million square feet or 60.3% from personal customers. Average rental rate was broadly flat at €36.72 per sq ft (FY 2011: €36.64). Store EBITDA was up 2.2% to €20.7 million, reflecting the incremental costs of new stores that opened part way through the year and have yet to reach break-even.

RevPAF (excluding the three stores opened since May 2011) was up 2.5% to €27.59 (equivalent RevPAF at 31 October 2011 was €26.92). This good performance in constant currency was, however, significantly impacted by a negative movement in the Euro Sterling exchange rate, which fell by almost 10% during the second half of the year, compared to the same period last year. As a result, RevPAF, in Sterling was down 3.5% to £26.01 (FY 2011: £26.94).

Operational Review - Cost of Sales and Administrative Costs

Tight management of costs and carefully targeted strategic investment

Operationally, Safestore has a straightforward business model. Each store typically has 3-4 full-time equivalent team members and the stores are supported by a number of regional managers and the head office teams.

The principal cost of sales items are therefore:

· Rent for our leasehold stores

· Sales and marketing (principally advertising and online search)

· Staff costs (annual salaries, taxes and incentive payments)

· Utilities (principally electricity and phone)

· Local business taxes (business rates in the UK)

We have tightly controlled cost of sales, with more efficient online marketing and careful control of team costs. After stripping out the impact of new store costs and strategic expenditure, underlying Cost of Sales have increased by 4.1%. This was principally driven by the increasing costs of utilities and local business taxes. More details are given in the Finance Report.

Administrative costs principally include staff costs for head office teams including the directors, marketing and other public company related costs. During the year, we strengthened the teams for national accounts, pricing and field support, and reduced the costs of our property development team in line with our organic growth focus.

After stripping out the impact of the strategic investment noted above, one off provision releases and the impact of foreign exchange, underlying administrative costs were up by 3.1%. Once again, more detail is given in the Finance Report.

Operational Review - Capital Expenditure

Safestore's principal capital expenditure items are the continued provision of safety and security for our customers and team-members, store maintenance, reconfiguration of store layouts to drive sales and selective new store openings.

During the year, capital expenditure was £19.2 million, of which £6.2 million was principally safety and security, store improvements and reconfiguration and £13.0 million related to new stores. Following the completion of our four new stores during the year we do not anticipate there to be any material capital expenditure in relation to new stores during the current financial year.

Conversion to REIT status

Safestore generates the majority of its UK profits from the rental of self-storage property. At present, the Company is assessed for UK Corporation Tax on these profits and then our Shareholders may be assessed for income tax on the dividends they receive from the company.

Over recent years, owing to carried forward tax losses and capital allowances the Company has not been a cash tax payer in the UK, although we have provided for deferred taxes. However, as the Company concludes its store expansion programme and the capital allowances that presently reduce our UK tax liability begin to wind down, Safestore's UK tax liability would normally begin to rise, raising a potential 'double-tax' liability for our shareholders that is greater than the liability if shareholders were to simply invest in the properties directly.

The UK government believes that this 'double-tax' situation hinders a healthy property market and, therefore created the Real Estate Investment trust ("REIT") status. REIT status is open to property companies generating the majority of their profits from UK property income and removes the corporation tax liability and some capital gains tax liabilities providing certain conditions are met, including a mandatory requirement to pay a property income distribution ("PID") of 90% of the distributable UK property profits.

In order to encourage investment in property and the use of REIT status, as part of the Finance Act 2012 the UK Government altered the rules relating to eligibility. These changes included the removal of the previous charge that was levied to become a REIT, which had been up to 2% of the value of the assets within the REIT.

Under the new rules, the Board believes that REIT status has attractions for the Company and its shareholders:

- removes the 'double-tax' faced by current shareholders

- increases free cash flow, by removing a number of tax liabilities

- increases the ease of comparability to other property based companies

- improves transparency

- potentially extends the shareholder base to include certain REIT-only investment funds

The Company therefore intends to convert to REIT status. As REIT status requires a change to the Company's articles of association, principally in order to comply with legal provisions relating to the size of individual shareholdings in the Company, the Board will seek Shareholder approval for the changes at an Extraordinary General Meeting on 20 March 2013. Once this approval is obtained, the Company will formally submit its application for REIT status.

Subject to HMRC approval, REIT status is then expected to take effect from 1 April 2013. Following that date, Safestore will cease to provide for Corporation Tax on its UK property income.

The Company will, however, continue to be assessed for appropriate taxes on its UK ancillary incomes and French property and ancillary income, which are not eligible for UK REIT status as they do not relate to UK property income.

Under REIT status, the Group will be well positioned to create value from its new organic growth strategy.

Peter Gowers
Chief Executive Officer
30 January 2013

Financial Review

International Financial Reporting Standards ("IFRS")

This report is prepared in accordance with IFRS and details the key performance measures during the year.

Results of operations

The table below sets out the Group's results of operations for the year ended 31 October 2012 and the year ended 31 October 2011, as well as the year on year change.

	Year ended 31 October
	2012	2011
	£'000	£'000	% Change
Revenue	98,836	95,060	+4.0%
Cost of sales	(34,665)	(31,222)
Gross profit	64,171	63,838	+0.5%
Administrative expenses	(9,818)	(15,476)
Operating profit before loss on investment properties	54,353	48,362	+12.4%
Loss on investment properties (including exceptional impairment charge in FY2011)	(37,536)	(18,417)
Operating profit	16,817	29,945	-43.8%
Net finance costs (including exceptional items)	(36,280)	(21,398)
(Loss)/profit before income tax	(19,463)	8,547
Income tax credit (including exceptional items)	11,670	4,481
(Loss)/profit for the year	(7,793)	13,028

Revenue

Revenue for the Group is primarily derived from the rental of self storage space, the sale of ancillary products such as insurance and merchandise such as packing and storage products in both the UK and France.

The table below sets out the Group's revenues by geographic segment for FY2012 and FY2011.

	Year ended 31 October
	2012 £'000	% of Total	2011 £'000	% of Total	% Change
United Kingdom	74,898	75.8%	71,014	74.7%	+5.5%
France	23,938	24.2%	24,046	25.3%	-0.4%
Total revenue	98,836	100.0%	95,060	100.0%	+4.0%

The Group's revenue increased by £3.8 million (an increase of 4.0%) from £95.1 million in FY2011 to £98.8 million in FY2012. As covered in the Chief Executive's Report, the key drivers for revenue growth have been the increase in average occupancy (272,000 sq ft year on year), the reduction in average rate per sq ft (4.6% year on year) and ancillary revenues (+4.4% year on year).

There has been a significant currency impact during the year with an average exchange rate of €1.223:£1 for FY2012 against an average rate of €1.152:£1 for FY2011 which has impacted revenue adversely by circa £1.3 million.

Cost of sales

Cost of sales consists primarily of our store costs, staff salaries, business rates, utilities, insurance and maintenance. The Group's cost of sales increased by £3.4 million or 11.0% from £31.2 million in FY2011 to £34.7 million in FY2012.

	£'000	£'000
Cost of Sales ("CoS") FY2011		(31,222)
- Compensation for store relocation	(609)
		(609)
Adjusted like for like CoS FY2011		(31,831)
- New store operating costs	(1,170)
- Incremental strategic investments	(363)
- Underlying costs increased by 4.1% year on year	(1,301)
		(2,834)
Cost of Sales FY2012		(34,665)

There are three key elements to the cost increase:

· The operating costs associated with the new stores opened in the year of £1.2 million

· Incremental strategic investments, mainly call centre related, of approximately £0.4 million

· Underlying cost of sales has increased by £1.3 million or 4.1%.

Administrative expense

During the year our underlying administrative expense increased by approximately £0.6 million to £13.9 million in FY2012 from £13.3 million in FY2011 as set out in the table below:

	FY 2012	FY 2011
	£'000	£'000
Reported Administrative expenses	(9,818)	(15,476)
Adjusted for:
- Exceptional items*	(4,875)	1,333
- Depreciation	445	168
- Contingent Rent	758	642
- Changes in fair value of derivatives	(384)	8
Underlying Administration Expenses	(13,874)	(13,325)

Underlying Administrative Expenses for FY2011		(13,325)
Strategic expenditure		(1,403)
VAT provision released in year		528
FX (including currency swaps)		744
Other Administrative Cost Movements (3.1%)		(418)
Underlying Administrative Expenses for FY2012		(13,874)

*Exceptional items are detailed below

Underlying Administrative Expenses have increased by £0.6 million. The main elements of the increase are:

· Approximately £1.4 million of the increase is directly attributable to strategic investments made in the marketing, yield management and national accounts functions during the year.

· We have benefited in the year by £0.5 million relating to the release of a historic VAT provision no longer required and £0.8 million from the positive impact of foreign currency translation including over £0.5 million from currency swaps in the year.

· The balance of £0.4 million relates to a 3.1% increase in the general underlying administrative expenses of the business.

EBITDA before exceptional items, contingent rent, change in fair value of derivatives and loss on investment properties

Underlying EBITDA is calculated as follows for FY2012 and FY2011:

	Financial Year
	2012 £'000	2011 £'000
Operating profit	16,817	29,945
Adjusted for
Loss on investment properties	37,536	16,187
Impairment of investment property	-	2,230
Depreciation	445	168
Contingent rent	758	642
Change in fair value of derivatives	(384)	8
Exceptional Items:
Insurance proceeds	(5,260)	-
VAT and REIT related costs	220	-
Impairment of non-current assets	-	382
Costs relating to retirement of CEO & other restructuring costs	165	702
Costs relating to relocating French head office	-	248
Underlying EBITDA	50,297	50,512

The Group's Underlying EBITDA decreased by £0.2 million or 0.4% to £50.3 million in FY2012 from £50.5 million in FY2011. This decrease principally reflects the increase in revenues discussed above partly offset by the higher cost base and strategic investments in FY2012.

Loss on investment properties

The loss on investment properties consists of the fair value revaluation gains and losses with respect to the investment properties under IAS40, finance lease depreciation for the interests in leaseholds, and one off items as detailed below.

	Financial Year
	2012 £'000	2011 £'000
Movement on Investment Properties	(42,200)	(10,669)
Finance Lease Depreciation	(4,336)	(5,518)
Capital Goods Scheme VAT write back	9,000	-
Exceptional impairment of Investment Properties	-	(2,230)
	(37,536)	(18,417)

The movement in the Investment Properties reflects the combination of yield movements within the valuations together with the impact of changes in the cash flow metrics of each store. In a normal year the key variables in the valuations are rate per sq ft, stabilised occupancy, number of months to reach stabilised occupancy and the yields applied. In the current financial year adverse valuation movement is primarily driven by the imposition of VAT on self storage in the UK which took effect on 1 October 2012. As a direct result of the imposition we will be able to reclaim VAT previously written off under the Capital Goods Scheme. We have estimated that the present value of the amount to be reclaimed is £9.0 million and will be reclaimable over the next 10 years.

The valuation of investment properties is covered in more detail in the property section below.

Operating profit

Operating profit decreased by £13.1 million or 43.8% to £16.8 million for FY2012 from £29.9 million in FY2011. This movement predominantly reflects the £19.1 million swing in the investment properties from a loss of £18.4 million last year to a loss of £37.5 million this year partly offset by the £6.0 million positive movement in exceptional items.

Net Finance Costs

Net finance costs consist of interest receivable from bank deposits as well as interest payable and interest on obligations under finance leases as summarised in the table below:

	Financial Year
	2012	2011
	£'000	£'000
Bank interest receivable	43	212
Bank and other interest payable	(18,875)	(18,552)
Net bank interest	(18,832)	(18,340)
Fair value movement of derivatives	(1,805)	1,825
Exceptional finance expense	(9,969)	-
Interest on obligations under finance leases	(5,674)	(4,883)
Net finance costs	(36,280)	(21,398)

The reduced bank interest receivable reflects the lower cash balances held through FY2012.

Bank and other interest payable increased by 1.7% to £18.9 million in FY2012 from £18.6 million in FY2011 although this is after capitalising interest of £0.2 million (FY2010: £0.3 million). The interest costs reflect the higher level of drawn bank debt in FY2012 together with the higher blended interest rate following the refinancing in May 2012.

The exceptional finance expense of £10.0 million (FY2011: £nil) represents the debt issue costs relating to the previous banking facility written off and the new debt issue costs of the new bank facilities. These costs have been expensed as prescribed by IAS 39.

Following the refinancing in May 2012, the Group replaced its existing interest hedge agreements to August 2013 with new hedge agreements to coincide with the new facilities. As a result the Group has interest hedge agreements in place to June 2016 swapping LIBOR on £197 million at an effective rate of 1.710% and EURIBOR on €40 million at an effective rate of 1.361%. The hedge agreements provide cover for 80% of the drawn debt leaving a 20% floating element. Interest payable includes a charge of £1.8 million in respect of the fair value movement of derivatives (FY2011: £1.8 million credit).

Interest on finance leases was £5.7 million (FY2011: £4.9 million) and reflects part of the rental payment under UK GAAP. The balance is charged through the investment loss line and contingent rent in the income statement. Taking the movements as a whole, the UK GAAP rental charge is down by £0.5 million to £10.8 million this year from £11.3 million last year primarily resulting from lease re-gearings in the year and the acquisition of the freehold interest in one store in FY2011.

Gearing

Net debt at 31 October 2012 stood at £394.2 million up from £384.9 million at 31 October 2011. During the year, total capital decreased by £22.4 million to £637.6 million at 31 October 2012 from £660.0 million at 31 October 2011. The net impact is that the gearing ratio was 62% at 31 October 2012 compared to 58% at 31 October 2011.

Income tax

Income tax for FY2012 was a credit of £11.7 million against a credit of £4.5 million for FY2011. The actual cash tax payable for FY2012 was £450,000 (FY2011: £365,000), all of which arose in France. The low level of cash tax payable is due to the exceptional financing costs incurred during the year, the availability of capital allowances in both the UK and France and the offset of French tax losses. The utilisation of losses in France is now expected to be annually restricted to €1 million and 50% of the remaining profits following the introduction of recent legislative changes. In respect of deferred tax, an exceptional credit of £6.3 million (FY2010: £6.6 million) arose following re-measurement due to changes in UK Corporation Tax rates which is explained further in note 5.

(Loss)/Profit for the year ("Earnings")

Earnings were a loss of £7.8 million compared to a profit of £13.0 million for FY2011.

EPRA adjusted earnings, which is the earnings figure after adding back the loss on investment properties, exceptional items, changes in fair value of derivatives and the tax thereon, decreased by £1.8 million or 10.9% to £14.3 million for FY2012 from £16.1 million for FY2011. Further details of this are given in note 7.

Property valuation

Cushman & Wakefield has again valued the Group's property portfolio. As at 31 October 2012, the total value of the Group's portfolio (including £0.8 million of owner occupied properties) was £685.8 million. This represents a decrease of £28.6 million or 4.0% compared to the £714.4 million valuation as at 31 October 2011. A reconciliation of the movement is set out below:

		UK	France	Total	France
		£m	£m	£m	€m

Value as at 1 November 2011		546.6	167.8	714.4	191.1

New stores opened in the year		14.1	10.5	24.6	12.9
Adverse currency translation movement		-	(14.0)	(14.0)	-
Revaluation of French like for like portfolio			-	-	0.1
Revaluation of UK like for like portfolio	#	(39.2)		(39.2)

Value as at 31 October 2012		521.5	164.3	685.8	204.1

# - The revaluation fall in the UK like for like portfolio is primarily related to the imposition of VAT on self storage in the UK with effect from 1 October 2012

The table above summaries the movement in the property valuations:

· New stores opened in the period have increased the valuations by £24.6 million; £14.1 million in the UK for London - New Southgate and London - Staines and £10.5 million for Paris - Gonesse and Paris - Velizy.

· The exchange rate at 31 October 2012 was €1.241:£1 compared to €1.139:£1 at 31 October 2011. This movement in the foreign exchange rate has resulted in a £14.0 million adverse currency translation movement in the period. This will impact the Net Asset Value ("NAV") but has no impact on the Loan to Value ("LTV") covenant as the assets in Paris are tested in Euro.

· The revaluation of the French like for like property portfolio was flat, year on year.

· The revaluation of the UK like for like property portfolio shows a reduction of £39.2 million compared to October 2011 although this valuation decrease is primarily attributable to the impact of the imposition of VAT on self storage in the UK. It is not possible to absolutely quantify the impact in isolation given the integrated approach undertaken by the Company in response to this challenge. We know that, at the half year the special valuation assumptions around VAT reduced the UK valuations by £24 million and it is reasonable to assume that the impact at 31 October 2012 has increased from this level.

· The Group freehold exit yield for the valuation at 31 October 2012 was 7.85% which is broadly flat with the exit yield of 7.83% adopted at 31 October 2011.

The weighted average annual discount rate for the whole portfolio has followed a similar trend to exit yields.

The Company's pipeline of expansion stores is valued at £5.4 million as at 31 October 2012.

The property portfolio valuation has declined by £4.6 million from the valuation of £690.4 million at 30 April 2012 which combines the impact of the opening of the new store at Paris - Velizy (+£6.1 million), a further deterioration in the Euro exchange rate (-£2.1 million) with the balance being mostly attributable to the impact of VAT on the UK portfolio valuations.

In their report to us, our Valuer has drawn attention to valuation uncertainty resulting from exceptional volatility in the financial markets and a lack of any transactions in the property investment market. Please see note 11 for further details.

The adjusted EPRA NAV per share is 188.6 pence, down 10.8% on October 2011. The main contributory factors in this movement are the adverse impacts of the movements in the Euro exchange rate and the impact of the imposition of the VAT of self storage in the UK.

Cash flows

The following table summarises the Group's cash flow activity during the FY2012 and FY2011 in accordance with IFRS:

	Financial Year
	2012 £'000	2011 £'000
Net cash inflow from operating activities	30,457	25,649
Net cash outflow from investing activities	(21,498)	(36,649)
Net cash provided by financing activities	(16,109)	10,107
Net decrease in cash and cash equivalents	(7,150)	(893)

Net cash inflow from operational activities

There are two main factors influencing the £4.8 million increase in cash from operating activities in FY2012 compared to FY2011. This is made up of a combination of increased cash generated from operations, the movement in exceptional items between FY2012 and FY2011 offset by movements in working capital and increased interest payments.

Net cash outflow from investing activities

Cash outflow from investing activities has decreased by £15.2 million to £21.5 million for FY2012 from £36.7 million for FY2011. Whilst there are several contributing factors affecting this movement it is mainly due to the decrease in expenditure on investment and development assets. Expenditure on investment and development properties in FY2012 was £20.2 million, a decrease of £14.8 million from £35.0 million in FY2011. The single biggest movement is the non-recurrence of the acquisition of the freehold interest in our Pentonville Road store for £11.5 million in the previous financial year.

Net cash inflow from financing activities

The cash flows from financing activities decreased by £26.2 million in FY2012 to an outflow of £16.1 million from an inflow of £10.1 million in FY2011. This has several key factors which are set out on the face of the cash flow statement but mainly reflects the costs associated with the refinancing.

Future liquidity and capital resources

Borrowings under the existing bank facilities are subject to certain financial covenants and the Group is in compliance with its covenants at 31 October 2012, and based on forecast projections, for a period in excess of 12 months from the date of this report.The debt facilities do not mature until August 2016 with US Private Placement facilities running to May 2019 and May 2024 respectively.

Refinancing/Bank Facilities

In May 2012, the Company refinanced its £385 million debt facilities due to mature in August 2013 with new increased facilities of £400 million. These new facilities comprise bank facilities of £270 million and €70 million and a U.S. private placement of $115 million. There is no amortisation on the private placement and minimal amortisation on the bank debt. Subsequent to the year-end we reduced the UK Revolving Facility by £10 million in line with ending the existing store roll out programme.

The bank facilities have been extended to June 2016 with a bank margin ratchet between 2.5% and 3.5% based on interest cover performance, with an initial bank margin of 3.5% for the first six months of the facilities. For the private placement, $67 million was issued at 5.52% with 2019 maturity and $48 million was issued at 6.29% with maturity in 2024. The proceeds of the private placement issue have been fully swapped into fixed sterling.

The bank facilities and the US Private Placement share Interest Cover and Loan to Value Covenants.

Annual General Meeting

The meeting will be held on 20 March 2013 at the Group's registered office, Brittanic House, Stirling Way, Borehamwood, Hertfordshire WD6 2BT, following which a General Meeting to approve certain amendments to the Company's Articles of Associate to enable the Group to elect for REIT status shall be held. Notices for both meetings are expected to be sent to Shareholders shortly.

Richard Hodsden
Chief Financial Officer
30 January 2013

Consolidated income statement

for the year ended 31 October 2012

		Group
		2012	2011
	Note	£'000	£'000
Revenue	2	98,836	95,060
Cost of sales		(34,665)	(31,222)
Gross profit		64,171	63,838
Administrative expenses		(9,818)	(15,476)
EBITDA before exceptional items, change in fair value of derivatives,
loss on investment properties and contingent rent		50,297	50,512
Exceptional items	4	4,875	(1,332)
Change in fair value of derivatives		384	(8)
Depreciation and contingent rent		(1,203)	(810)
Operating profit before loss on investment properties		54,353	48,362
Loss on investment property before exceptional item		(37,536)	(16,187)
Impairment of investment property - exceptional		-	(2,230)
Total loss on investment properties		(37,536)	(18,417)
Operating profit	2	16,817	29,945
Finance income before change in fair value of derivatives		43	212
Change in fair value of derivatives		-	1,825
Total finance income	3	43	2,037
Finance expense before exceptional items and change in fair value of derivatives		(24,549)	(23,435)
Exceptional finance expenses		(9,969)	-
Change in fair value of derivatives		(1,805)	-
Total finance expense	3	(36,323)	(23,435)
(Loss)/profit before income tax		(19,463)	8,547
Income tax credit¹	5	11,670	4,481
(Loss)/profit for the year		(7,793)	13,028

Earnings per share for (loss)/profit attributable to the equity holders
- basic (pence)	7	(4.16)	6.95
- diluted (pence)	7	(4.16)	6.92

1 Includes an exceptional credit of £6,308,000 (FY2011: £6,597,000) (see note 8).

The financial results for both years relate to continuing activities.

Consolidated statement of comprehensive income

for the year ended 31 October 2012

	Group
	2012	2011
	£'000	£'000
(Loss)/profit for the year	(7,793)	13,028
Other comprehensive income:
Cash flow hedges	(4,327)	-
Recycling of hedge reserve	1,492	-
Currency translation differences	(12,283)	1,100
Tax on items taken to other comprehensive income	1,074	-
Total other comprehensive (expenditure)/income, net of tax	(14,044)	1,100
Total comprehensive (expenditure)/income for the year	(21,837)	14,128

Consolidated balance sheet

as at 31 October 2012

		Group
		2012	2011
	Note	£'000	£'000
Assets
Non-current assets
Investment properties	8	685,143	713,564
Interests in leasehold properties	8	57,990	62,534
Investment properties under construction	8	5,400	15,059
Property, plant and equipment		3,746	2,856
Deferred income tax assets		7,084	7,031
Other receivables		6,000	-
Derivative financial instruments	11	-	78
		765,363	801,122
Current assets
Inventories		207	242
Trade and other receivables		17,586	17,018
Derivative financial instruments	11	3,002	6
Cash and cash equivalents	14	6,897	14,674
		27,692	31,940
Total assets		793,055	833,062

Current liabilities
Financial liabilities
- Bank borrowings	10	-	(10,143)
- Derivative financial instruments	11	(2,574)	(92)
Trade and other payables		(32,280)	(35,048)
Obligations under finance leases	12	(9,598)	(10,040)
		(44,452)	(55,323)
Non-current liabilities
Financial liabilities
- Bank borrowings	10	(343,117)	(326,883)
- Derivative financial instruments	11	(12,868)	(6,164)
Trade and other payables		-	(529)
Deferred income tax liabilities		(100,841)	(116,510)
Obligations under finance leases	12	(48,392)	(52,494)
		(505,218)	(502,580)
Total liabilities		(549,670)	(557,903)
Net assets		243,385	275,159

Equity
Ordinary shares		1,881	1,881
Share premium		28,349	28,349
Other reserves		(2,229)	11,815
Retained earnings		215,384	233,114
Total equity		243,385	275,159

Consolidated statement of changes in shareholders' equity

for the year ended 31 October 2012

	Group
	Share	Share	Translation	Hedge	Retained
	capital	premium	reserve	reserve	earnings	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 November 2010	1,881	28,349	10,715	-	229,244	270,189
Comprehensive income
Profit for the year	-	-	-	-	13,028	13,028
Other comprehensive income
Exchange differences on translation of foreign operations	-	-	1,100	-	-	1,100
Total other comprehensive income	-	-	1,100	-	-	1,100
Total comprehensive income	-	-	1,100	-	13,028	14,128
Transactions with owners
Dividends (note 9)	-	-	-	-	(9,375)	(9,375)
Employee share options	-	-	-	-	217	217
Transactions with owners	-	-	-	-	(9,158)	(9,158)
Balance at 1 November 2011	1,881	28,349	11,815	-	233,114	275,159
Comprehensive income
Loss for the year	-	-	-	-	(7,793)	(7,793)
Other comprehensive income
Exchange differences on translation of foreign operations	-	-	(12,283)	-	-	(12,283)
Change in fair value of hedged instruments	-	-	-	(4,327)	-	(4,327)
Recycling of hedge reserve	-	-	-	1,492	-	1,492
Tax on items taken to other comprehensive income	-	-	-	1,074	-	1,074
Total other comprehensive income	-	-	(12,283)	(1,761)	-	(14,044)
Total comprehensive income	-	-	(12,283)	(1,761)	(7,793)	(21,837)
Transactions with owners
Dividends (note 9)	-	-	-	-	(10,125)	(10,125)
Employee share options	-	-	-	-	188	188
Transactions with owners	-	-	-	-	(9,937)	(9,937)
Balance at 31 October 2012	1,881	28,349	(468)	(1,761)	215,384	243,385

Consolidated cash flow statement

for the year ended 31 October 2012

		Group
		2012	2011
	Note	£'000	£'000
Cash flows from operating activities
Cash generated from operations	13	51,666	46,789
Interest paid		(20,560)	(21,528)
Interest received		125	404
Tax paid		(774)	(16)
Net cash inflow from operating activities		30,457	25,649
Cash flows from investing activities
Expenditure on investment properties and development properties		(20,162)	(35,037)
Purchase of property, plant and equipment		(1,336)	(1,612)
Net cash outflow from investing activities		(21,498)	(36,649)
Cash flows from financing activities
Equity dividends paid	6	(10,125)	(9,375)
Net proceeds from issue of new borrowings		357,227	25,000
Debt issue costs		(7,703)	-
Finance lease principal payments		(4,336)	(5,518)
Repayment of borrowings		(351,172)	-
Net cash (outflow)/inflow from financing activities		(16,109)	10,107
Net decrease in cash and cash equivalents		(7,150)	(893)
Exchange (loss)/gains on cash and cash equivalents		(627)	86
Cash and cash equivalents at 1 November		14,674	15,481
Cash and cash equivalents at 31 October	14	6,897	14,674

1. Basis of preparation

The preliminary results for the year ended 31 October 2012, which are an abridged statement of the full Annual Report, have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The following accounting standards, amendments and interpretations issued by IASB and IFRIC are effective for the Group's accounting period beginning on or after 1 November 20111 but had no material effect on the results or financial position of the Group disclosed in these financial statements:

· IAS 24 (revised), 'Related party disclosures' (effective 1 January 2011)

· Annual improvements (2010) effective 1 January 2011

· Amendment to IFRS 7, Financial instruments: Disclosures (effective 1 July 2011)

· Amendment to IFRS 1,'First time adoption', on hyperinflation and fixed dates (effective 1 July 2011) (endorsed 1 January 2013)

· Amendment to IFRIC 14, 'Pre-payments of a Minimum Funding Requirement' (effective January 2011)

The preliminary results have been prepared on a going concern basis. The Directors of Safestore are confident that, on the basis of current financial projections and facilities available and after considering sensitivities, the Group has sufficient resources for its operational needs and to enable the Group to remain in compliance with the financial covenants in its bank facilities for at least the next 12 months.

The preliminary results do not constitute the statutory accounts of the Group within the meaning of Section 434 of the Companies Act 2006. The statutory accounts for the year ended 31 October 2011 have been filed with the Registrar of Companies. The auditors have reported on those accounts and on the statutory accounts for the year ended 31 October 2012, which will be filed with the Registrar of Companies following the Annual General meeting. Both the audit reports were unqualified and did not contain any statement under section 498 of the Companies Act 2006.

2. Segmental analysis

The segmental information presented has been prepared in accordance with the requirements of IFRS 8. The Group's revenue, profit before income tax and net assets are attributable to one activity: the provision of self-storage accommodation and related services. Segmental information is presented in respect of the Group's geographical segment. This is based on the Group's management and internal reporting structure.

Safestore is organised and managed in two operating segments, based on geographical areas, supported by its central Group functions:

• UK; and

• France.

The chief operating decision-maker, being the Executive Directors, identified in accordance with the requirements of IFRS 8, assess the performance of the operating segments on the basis of adjusted EBITDA.

As the above two operating segments comprise 100% of the Group's results and net assets and are both individually greater than 10%, there is no additional segment to be disclosed as the "All other segments" category required under IFRS 8.

The operating profits and assets include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items principally comprise cash, interest-bearing loans, derivatives and current and deferred taxation, and these are designated as Central below.

	UK	France	Central	Group
Year ended 31 October 2012	£'000	£'000	£'000	£'000
Continuing operations
Revenue	74,898	23,938	-	98,836
EBITDA before exceptional items, change in fair values of derivatives, loss on investment properties, depreciation and contingent rent	37,843	12,454	-	50,297
Exceptional items	(385)	5,260	-	4,875
Contingent rent and depreciation	(595)	(608)	-	(1,203)
Change in fair value of derivative	-	-	384	384
Operating profit before loss on investment properties	36,863	17,106	384	54,353
Loss on investment properties	(36,479)	(1,057)	-	(37,536)
Operating profit	384	16,049	384	16,817
Finance expense before changes in fair value and exceptional items	-	-	(24,549)	(24,549)
Change in fair value of derivative	-	-	(1,805)	(1,805)
Exceptional finance expense	-	-	(9,969)	(9,969)
Finance income	-	-	43	43
Profit/(loss) before tax	384	16,049	(35,896)	(19,463)
Income tax	-	-	11,670	11,670
Profit/(loss) for the year	384	16,049	(24,226)	(7,793)
Total assets	597,193	185,776	10,086	793,055

2. Segmental analysis

	UK	France	Central	Group
Year ended 31 October 2011	£'000	£'000	£'000	£'000
Continuing operations
Revenue	71,014	24,046	-	95,060
EBITDA before exceptional items, change in fair values of derivatives, (loss)/gain on investment properties, depreciation and contingent rent	38,405	12,107	-	50,512
Exceptional items	(702)	(630)	-	(1,332)
Contingent rent and depreciation	(578)	(232)	-	(810)
Change in fair value of derivative	-	-	(8)	(8)
Operating profit before (loss)/gain on investment properties	37,125	11,245	(8)	48,362
(Loss)/gain on investment properties	(25,511)	7,094	-	(18,417)
Operating profit	11,614	18,339	(8)	29,945
Finance expense	-	-	(23,435)	(23,435)
Finance income	-	-	2,037	2,037
Profit/(loss) before tax	11,614	18,339	(21,406)	8,547
Income tax expense	-	-	4,481	4,481
Profit/(loss) for the year	11,614	18,339	(16,925)	13,028
Total assets	620,582	190,691	21,789	833,062

Inter-segment transactions are entered into under the normal commercial terms and conditions that would also be available to unrelated third parties. There is no material impact from inter-segment transactions on the Group's results.

The result of its revenue from external customers in the UK is £74,898,000 (FY2011: £71,014,000) and the total revenue from external customers in other countries is £23,938,000 (FY2011: £24,046,000). All revenues are generated from the entities provision of self-storage and related services.

3. Finance income and costs

		2012	2011
	Note	£'000	£'000
Finance costs
Interest payable on bank loans and overdraft		(17,825)	(16,642)
Amortisation of debt issue costs on bank loan		(1,211)	(2,248)
Interest on obligations under finance leases		(5,674)	(4,883)
Capitalised interest		161	338
Fair value movement of derivatives		(1,805)	-
Exceptional finance expense		(9,969)	-
Total finance cost		(36,323)	(23,435)
Finance income
Interest receivable from bank deposits		43	212
Fair value movement of derivatives		-	1,825
Net finance costs		(36,280)	(21,398)

3. Finance income and costs

Interest has been capitalised at an average rate of 3.5% for the year (FY2011: 3.5%).

The exceptional finance expense of £10.0 million (FY2011: £nil) represents the debt issue costs relating to the previous banking facility written off and the new debt issue costs of the new facility. These costs have been expensed in accordance with IAS 39 as which do not meet the recognition criteria under IAS39.

Included within interest payable of £17.7 million (2011: £16.6 million) is £2.7 million (2011: £4.0 million) of interest relating to derivative financial instruments that are economically hedging the Group's borrowings. The total change in fair value of derivatives for the year is a charge of £1.8 million (2011: £1.8 million credit).

4. Exceptional items

	2012	2011
	£'000	£'000
Impairment of non-current assets	-	(382)
Costs relating to retirement of CEO and other restructuring costs	(165)	(702)
Costs relating to re-locating French head office	-	(248)
Insurance proceeds	5,260	-
VAT and REIT related costs	(220)	-
Total exceptional items	4,875	(1,332)

An amount of £5.3 million was received in the year ended 31 October 2012 relating to the settlement of the insurance claim for building damage arising from the fire at the La Défense store in Paris on 30 December 2010.

Restructuring costs of £165,000 (October 2011: £702,000) were incurred in respect of organisational changes during the year ended 31 October 2012.

Separately disclosed in note 8 are details of an exceptional taxation credit which has arisen as a result of the forecast change in UK corporation tax and in note 4 are details of an exceptional interest charge following the refinancing of the Group in 2012.

Costs of £174,000 were incurred by the Group during the year ended 31 October 2012 in respect of professional and legal fees challenging the changes to VAT legislation on self storage which was implemented with effect from 1 October 2012.

5. Income tax credit

Analysis of tax credit in the year:

		2012	2011
	Note	£'000	£'000
Current tax:
- UK corporation tax		-	-
- Tax in respect of overseas subsidiaries		(450)	(365)
Deferred tax:
- Current year, including exceptional credit of £6,308,000 (FY2011: £6,597,000)		12,040	4,784
- Adjustment in respect of prior year		80	62
Tax credit		11,670	4,481

Reconciliation of income tax credit

The tax on the Group's (loss)/profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to (losses)/profits of the consolidated entities as follows:

	2012	2011
	£'000	£'000
(Loss)/profit before tax	(19,463)	8,547
Tax calculated at domestic tax rates applicable in the UK: 24.83% (FY2011: 26.83%)	(4,833)	2,293
Effect of:
- income and expenses not taxable or deductible	(933)	(5)
- indexation on revaluation of investment properties	(372)	(1,325)
- difference from overseas tax rate	856	1,215
- adjustments in respect of prior years	(80)	(62)
- re-measurement of deferred tax from change in UK tax rate	(6,308)	(6,597)
Tax credit	(11,670)	(4,481)

The exceptional tax credit of £6,308,000 (2011; £6,597,000) arises as a result of the impact on deferred tax of the UK rate change from 25% to 23% (2011: 27% to 25%)

In addition to the changes in rates of Corporation tax disclosed above, further changes to the UK corporation tax system were announced in the Autumn statement 2012. This includes a further reduction to the main rate of corporation tax to 21% from 1 April 2014. This change had not been substantively enacted at the balance sheet date and, therefore, is not included in these financial statements.

The proposed reduction to the main rate of corporation tax to 21% from 1 April 2014 will be enacted separately. The overall effect of this further change, if it applied to the deferred tax balance at the balance sheet date, would be to further reduce the deferred tax liability by an additional £5,393,000.

6. Dividends per share

The dividend paid in 2012 was £10,125,000 (5.4 pence per share) (FY2011: £9,375,000 (5.0 pence per share)). A dividend in respect of the year ended 31 October 2012 of 3.80 pence (FY2011: 3.55 pence) per share, amounting to a final dividend of £7,125,000 (FY2011: £6,656,000), is to be proposed at the AGM on 20 March 2013. The ex-dividend date will be 13 March 2013 and the record date 15 March 2013 with an intended payment date of 12 April 2013. The final dividend has not been included as a liability at 31 October 2012.

7. Earnings per share

Basic earnings per share is calculated by dividing the (loss)/profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year excluding ordinary shares held as treasury shares. Diluted earnings per share is calculated by adjusting the weighted average numbers of ordinary shares to assume conversion of all dilutive potential shares. The Company has one category of dilutive potential ordinary shares: share options. For the share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market price of the Company's shares) based on the monetary value of the subscription rights attached to the outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

	Year ended 31 October 2012			Year ended 31 October 2011
	Earnings	Shares	Pence	Earnings	Shares	Pence
	£m	million	per share	£m	million	per share
Basic	(7.80)	187.50	(4.16)	13.03	187.50	6.95
Dilutive securities	-	1.61	-	-	0.64	-
Diluted	(7.80)	189.11	(4.16)	13.03	188.14	6.92

As the basic EPS in the current year is a loss per share, the above adjustments would not be dilutive.

Adjusted earnings per share

Adjusted earnings per share represents (loss)/profit after tax adjusted for the loss on investment properties, exceptional items, change in fair value of derivatives and the associated tax thereon. The Directors consider that these alternative measures provide useful information on the performance of the Group.

	Year ended 31 October 2012			Year ended 31 October 2011
	Earnings	Shares	Pence	Earnings	Shares	Pence
	£m	million	per share	£m	million	per share
Basic	(7.80)	187.50	(4.16)	13.03	187.50	6.95
Adjustments:
Loss on investment properties	37.54	-	20.02	18.42	-	9.82
Exceptional operating items	(4.88)	-	(2.60)	1.33	-	0.71
Exceptional finance costs	9.97	-	5.32	-	-	-
Change in fair value of derivatives	1.43	-	0.76	(1.83)	-	(0.98)
Tax in relation to adjustments	(12.51)	-	(6.67)	(4.41)	-	(2.35)
Exceptional tax credit	(6.30)	-	(3.36)	(6.60)	-	(3.52)
Adjusted	17.45	187.50	9.31	19.94	187.50	10.63

Loss on investment properties includes depreciation on leasehold properties of £4.3 million (FY2011: £5.5 million) and the related tax thereon of £1.2 million (FY2011: £1.7 million). As an industry standard measure, EPRA earnings are presented. EPRA earnings of £14.3 million (FY2011: £16.1 million) and EPRA earnings per share of 7.65 pence (FY2011: 8.58 pence) are calculated after further adjusting for these items.

7. Earnings per share

EPRA Adjusted Income Statement	Group
(Non-Statutory)	2012	2011	Movement
	£'m	£'m	%
Revenue	98.8	95.1	+3.9
Operating expenses (excluding depreciation and contingent rent )	(48.5)	(44.6)
EBITDA before contingent rent	50.3	50.5	-0.4
Depreciation and contingent rent	(1.2)	(0.8)
Operating profit before depreciation on leasehold properties	49.1	49.7	-1.2
Depreciation on leasehold properties	(4.3)	(5.5)
Operating profit	44.8	44.2	+1.4
Net financing costs	(24.5)	(23.2)
Profit before income tax	20.3	21.0
Income tax	(6.0)	(4.9)
Profit for the year ("EPRA Earnings")	14.3	16.1	-11.2

Adjusted EPRA earnings per share	7.65p	8.58p
Final dividend per share	3.80p	3.55p

8. Investment properties, investment properties under construction and interests in leasehold properties

			Investment
		Interests in	Property	Total
	Investment	Leasehold	under	investment
	property	properties	Construction	properties
	£'000	£'000	£'000	£'000
As at 1 November 2011	713,564	62,534	15,059	791,157
Additions	7,155	955	10,889	18,999
Reclassifications	20,666	-	(20,666)	-
Revaluations	(42,454)	-	254	(42,200)
Depreciation	-	(4,336)	-	(4,336)
Exchange movements	(13,788)	(1,163)	(136)	(15,087)
As at 31 October 2012	685,143	57,990	5,400	748,533

8. Investment properties, investment properties under construction and interests in leasehold properties

			Investment
		Interests in	Property	Total
	Investment	leasehold	under	investment
	property	properties	construction	properties
	£'000	£'000	£'000	£'000
As at 1 November 2010	686,178	69,130	18,360	773,668
Additions	16,847	-	18,654	35,501
Reclassifications Impairments	19,994 (2,230)	(1,220) -	(19,994) -	(1,220) (2,230)
Revaluations	(8,708)	-	(1,961)	(10,669)
Depreciation	-	(5,518)	-	(5,518)
Exchange movements	1,483	142	-	1,625
As at 31 October 2011	713,564	62,534	15,059	791,157

Loss on investment properties comprise:

	2012	2011
	£'000	£'000
Revaluations	(42,200)	(10,669)
Impairments	-	(2,230)
Capital Goods Scheme adjustment	9,000	-
Depreciation	(4,336)	(5,518)
	(37,536)	(18,417)

			Revaluation
	Deemed		on deemed
	cost	Valuation	cost
	£'000	£'000	£'000
Freehold stores
As at 1 November 2011	332,895	575,719	242,824
Movement in year	17,265	(15,633)	(32,898)
As at 31 October 2012	350,160	560,086	209,926
Leasehold stores
As at 1 November 2011	74,954	137,845	62,891
Movement in year	(3,232)	(12,788)	(9,556)
As at 31 October 2012	71,722	125,057	53,335
All stores
As at 1 November 2011	407,849	713,564	305,715
Movement in year	14,033	(28,421)	(42,454)
As at 31 October 2012	421,882	685,143	263,261

8. Investment properties, investment properties under construction and interests in leasehold properties

The valuation of £685.1 million (FY2011: £713.6 million) excluded £0.8 million in respect of owner occupied property. Rental income earned from investment properties for the years ended 31 October 2012 and 31 October 2011 was £79.41 million and £77.73 million, respectively.

The freehold and leasehold investment properties have been valued as at 31 October 2012 by external valuers, Cushman & Wakefield LLP ("C&W"). The valuation has been carried out in accordance with the RICS Valuation - Professional Standards, published by The Royal Institution of Chartered Surveyors ("the Red Book"). The valuation of each of the investment properties has been prepared on the basis of Fair Value as a fully equipped operational entity, having regard to trading potential. Two non trading properties were valued on the basis of Fair Value. The valuation has been provided for accounts purposes and, as such, is a Regulated Purpose Valuation as defined in the Red Book. In compliance with the disclosure requirements of the Red Book, C&W has confirmed that:

• the members of the RICS who have been the signatories to the valuations provided to the Group for the same purposes as this valuation have been so since October 2006;

• C&W has been carrying out bi-annual valuations for the same purpose as this valuation on behalf of the Group since October 2006;

• C&W does not provide other significant professional or agency services to the Group;

• in relation to the preceding financial year of C&W, the proportion of total fees payable by the Group to the total fee income of the firm is less than 5%; and

• The fee payable to C&W is a fixed amount per property and is not contingent on the appraised value.

Market uncertainty

C&W's valuation report comments on valuation uncertainty resulting from the recent global banking crisis coupled with the economic downturn, which have caused a low number of transactions in the market for self storage property. C&W note that, although there were a number of self storage transactions in 2007, the only significant transactions since 2007 are:

1.The sale of a 51% share in Shurgard Europe which was announced in January 2008 and completed on 31 March 2008.

2.The sale of the former Keepsafe portfolio by Macquarie to Alligator Self Storage which was completed in January 2010; and

3.The purchase by Shurgard Europe of the 80% interests held by its joint venture partner (Arcapita) in its two European joint venture vehicles, First Shurgard and Second Shurgard. The price paid was 172 million Euros and the transaction was announced in March 2011. The two joint ventures owned 72 self storage properties.

Four further smaller transactions took place in 2011 at West Molesey, Cambridge, Dartford and St Albans and there has been one further transaction in 2012 at Bletchley.

C&W state that due to the lack of comparable market information in the self storage sector, there is greater uncertainty attached to their opinion of value than would be anticipated during more active market conditions.

Valuation method and assumptions

The valuation of the operational self-storage facilities has been prepared having regard to trading potential. Cashflow projections have been prepared for all of the properties reflecting estimated absorption, revenue growth and expense inflation. A discounted cashflow method of valuation based on these cashflow projections has been used by C&W to arrive at their opinion of Fair Value for these properties.

8. Investment properties, investment properties under construction and interests in leasehold properties

C&W has adopted different approaches for the valuation of the leasehold and freehold assets as follows:

Freehold & Long Leasehold (UK and France)

The valuation is based on a discounted cashflow of the net operating income over a ten year period and notional sale of the asset at the end of the tenth year.

Assumptions:

· Net operating income is based on projected revenue received less projected operating costs together with a central administration charge of 6% of the estimated annual revenue subject to a cap and collar. The initial net operating income is calculated by estimating the net operating income in the first 12 months following the valuation date.

· The net operating income in future years is calculated assuming straight-line absorption from day one actual occupancy to an estimated stabilised/mature occupancy level. However, a few of the properties have had variable absorption rates applied in years 1 to 4 of the cashflow projection. In the valuation the assumed stabilised occupancy level for the trading stores (both freeholds and all leaseholds) open at 31 October 2012 averages 78.36% (31 October 2011: 78.72 %). The projected revenues and costs have been adjusted for estimated cost inflation and revenue growth. The average time assumed for stores to trade at their maturity levels is 36.59 months (31 October 2011: 31.61 months).

· The capitalisation rates applied to existing and future net cashflows have been estimated by reference to underlying yields for industrial and retail warehouse property, yields for other trading property types such as student housing and hotels, bank base rates, ten year money rates, inflation and the available evidence of transactions in the sector. The valuation included in the accounts assumes rental growth in future periods. If an assumption of no rental growth is applied to the external valuation, the net initial yield pre administration expenses for the 107 mature stores (i.e. excluding those stores categorised as "developing") is 7.50% (31 October 2011: 7.48%) rising to a stabilised net yield pre administration expenses of 9.98% (31 October 2011: 9.81%).

· The future net cashflow projections (including revenue growth and cost inflation) have been discounted at a rate that reflects the risk associated with each asset. The weighted average annual discount rate adopted (for both freeholds and leaseholds) is 12.11% (31 October 2011: 12.14%).

· Purchaser's costs of 5.8% (UK) and 6.2% (France) (see below) have been assumed initially and sales plus purchaser's costs totalling 7.8% (UK) and 8.2% (France) are assumed on the notional sales in the 10th year in relation to freehold and long leasehold stores.

Short Leaseholds (UK)

The same methodology has been used as for freeholds, except that no sale of the assets in the 10th year is assumed but the discounted cashflow is extended to the expiry of the lease. The average unexpired term of the Group's UK short term leasehold properties is 11.97 years (31 October 2011: 12.50 years). The average unexpired term excludes the French commercial leases.

Short Leaseholds (France)

In relation to the French commercial leases, C&W has valued the cashflow projections in perpetuity due to the security of tenure arrangements in that market and the potential compensation arrangements in the event of the landlord wishing to take possession. The valuation treatment is therefore the same as for the freehold properties. The capitalisation rates on these stores reflect the risk of the landlord terminating the lease arrangements.

8. Investment properties, investment properties under construction and interests in leasehold properties

Investment properties under construction (UK only)

C&W has valued the stores in development adopting the same methodology as set out above but on the basis of the cashflow projection expected for the store at opening and allowing for the outstanding costs to take each store from its current state to completion and full fit out. C&W has allowed for carry costs and construction contingency, as appropriate.

Immature Stores: Value Uncertainty

C&W has assessed the value of each property individually. However, 10 of the stores in the portfolio are relatively immature and have low initial cashflow. C&W has endeavoured to reflect the nature of the cashflow profile for these properties in their valuation, and the higher associated risks relating to the as yet unproven future cashflow, by adjustment to the capitalisation rates and discount rates adopted. However, immature low cashflow stores of this nature are rarely, if ever, traded individually in the market, unless as part of a distressed sale or similar situation. Although, there is more evidence of immature low cashflow stores being traded as part of a group or portfolio transaction.

Please note C&W's comments in relation to market uncertainty in the self storage sector due to the lack of comparable market transactions and information. The degree of uncertainty relating to the 10 immature stores is greater than in relation to the balance of the properties due to there being even less market evidence that might be available for more mature properties and portfolios.

C&W state that in practice, if an actual sale of the properties were to be contemplated then any immature low cashflow stores would normally be presented to the market for sale lotted or grouped with other more mature assets owned by the same entity, in order to alleviate the issue of negative or low short term cashflow. This approach would enhance the marketability of the group of assets and assist in achieving the best price available in the market by diluting the cashflow risk.

C&W has not adjusted their opinion of Fair Value to reflect such a grouping of the immature assets with other properties in the portfolio and all stores have been valued individually. However, they highlight the matter to alert the Group to the manner in which the properties might be grouped or lotted in order maximise their attractiveness to the market place.

C&W consider this approach to be a valuation assumption but not a Special Assumption, the latter being an assumption that assumes facts that differ from the actual facts existing at the valuation date - and which, if not adopted, could produce a material difference in value.

C&W has not assumed that the entire portfolio of properties owned by the Group would be sold as a single lot and the value for the whole portfolio in the context of a sale as a single lot may differ significantly (either higher or lower) from the aggregate of the individual values for each property in the portfolio, reflecting the lotting assumption described above.

Valuation assumption for purchaser's costs

The Group's investment property assets have been valued for the purposes of the financial statements after deducting notional purchaser's costs of 5.8% (UK) and 6.2% (France) of gross value, as if they were sold directly as property assets. The valuation is an asset valuation which is entirely linked to the operating performance of the business. They would have to be sold with the benefit of operational contracts, employment contracts and customer contracts, which would be very difficult to achieve except in a corporate structure.

This approach follows the logic of the valuation methodology in that the valuation is based on a capitalisation of the net operating income after allowing a deduction for operational cost and an allowance for central administration costs. Sale in a corporate structure would result in a reduction in the assumed Stamp Duty Land Tax but an increase in other transaction costs reflecting additional due diligence resulting in a reduced notional purchaser's cost of 2.75% of gross value. All the significant sized transactions that have been concluded in the UK in recent years were completed in a corporate structure. The Group therefore instructed C&W to prepare additional valuation advice on the basis of purchaser's cost of 2.75% of gross value.

9. Adjusted net assets per share

	2012	2011
	£'000	£'000
Analysis of net asset value:
Basic and diluted net asset value	243,385	275,159
Adjustments: deferred tax liabilities	100,841	116,510
Adjusted net asset value	344,226	391,669
Basic net assets per share (pence)	129.8	146.8
Diluted net assets per share (pence)	129.3	146.3
Adjusted net assets per share (pence)	183.6	208.9

	Number	Number
Shares in issue	187,495,348	187,495,348

Basic net assets per share is shareholders' funds divided by the number of shares at the year end. Diluted net assets per share is shareholders' funds divided by the number of shares at the year end, adjusted for dilutive share options of 1,161,335 shares (2011: 640,834 shares). Adjusted net assets per share excludes deferred tax liabilities. The EPRA NAV, which further excludes fair value adjustments for debt and related derivatives net of tax, was £353.6 million (FY2011: £396.2 million) giving EPRA net assets per share of 188.6 pence (FY2011: 211.3 pence). The Directors consider that these alternative measures provide useful information on the performance of the Group.

EPRA Adjusted Balance Sheet	Group
(Non-Statutory)	2012	2011	Movement
	£'m	£'m	%
Assets
Non-current assets	765.4	799.4	-4.96
Current assets	27.7	31.9	+8.7
Total assets	793.1	831.3	-4.4

Liabilities
Current liabilities	(44.5)	(55.3)	-15.2
Non-current liabilities	(395.0)	(379.8)	+3.5
Total liabilities	(439.5)	(435.1)	+1.1

EPRA net asset value	353.6	396.2	-10.5

EPRA net asset value per share	188.6p	211.3p

10. Financial liabilities - bank borrowings and secured notes

	2012	2011
Current	£'000	£'000
Bank loans and overdrafts due within one year or on demand:
Secured - bank loan	-	12,500
Debt issue costs	-	(2,357)
	-	10,143

	2012	2011
Non-current	£'000	£'000
Bank loans and secured notes:
Secured	343,897	328,838
Debt issue costs	(780)	(1,955)
	343,117	326,883

On 9 May 2012, the Group completed a full refinancing of its lending arrangements with total facilities of £400 million to replace the previous facilities of £385 million which were all due to expire in August 2013. The new bank facilities of £270 million and €70 million run to June 2016 and a new £73 million U.S. private placement note issue of 7 and 12 years has maturities extending to 2019 and 2024.

The blended cost of interest on the overall debt is expected to be in the order of 5.5% per annum. The bank facilities attract a margin over LIBOR/EURIBOR ratchet operated by reference to the Group's performance against its interest cover covenant. The margin ratchets between 2.5% and 3.5%, with an initial margin of 3.5% for the first six months of the facilities. Approximately two-thirds of the drawn bank facilities have been hedged at 2.08% LIBOR and 1.36% EURIBOR. The Company has issued $67 million 5.52% Series A Senior Secured Notes due 2019 and 6.29% $48 million Series B Senior Secured Notes due 2024. The proceeds of the U.S. private placement have been fully hedged by new cross currency swaps converting the US Dollar exchange risk into GBP Sterling. The loan is carried at amortised cost.

The bank loans and overdrafts are secured by a fixed charge over the Group's investment property portfolio. Following the bank re-financing in May 2012, as part of the interest rate management strategy, the Group entered into several interest rate swap contracts, details of which are shown in note 11.

Bank loans and secured notes are stated before unamortised issue costs of £780,000 (FY2011: £4,312,000).

10. Financial liabilities - bank borrowings

Bank loans and secured notes are repayable as follows:

	Group
	2012	2011
	£'000	£'000
In one year or less	-	12,500
Between one and two years	-	328,838
Between two and five years	272,705	-
After more than five years	71,192	-
Bank loans and secured notes	343,897	341,338
Unamortised issue costs due within one year	-	(2,357)
Unamortised issue costs due after one year	(780)	(1,955)
	343,117	337,026

The effective interest rates at the balance sheet date were as follows:

	2012	2011
Bank loans	Quarterly LIBOR plus 3.5%	Quarterly LIBOR plus 2.75%
	Quarterly EURIBOR plus 3.5%	Quarterly EURIBOR plus 2.75%

Secured loan notes bear interest at 5.52% and 6.29%.

Borrowing facilities

The Group has the following undrawn committed borrowing facilities available at 31 October in respect of which all conditions precedent had been met at that date:

	Floating rate
	2012	2011
	£'000	£'000
Expiring beyond one year	53,698	43,778

The carrying amounts of the Group's borrowings are denominated in the following currencies:

	2012	2011
	£'000	£'000
Sterling	230,000	315,000
Euros	42,705	26,338
US Dollar	71,192	-
	343,897	341,338

11. Financial instruments

Numerical financial instruments disclosures are set out below. Additional disclosures are set out in the Financial Review.


	2012	2012	2011	2011
	£'000 Asset	£'000 Liability	£'000 Asset	£'000 Liability
Interest rate swaps	2,570	(11,060)	-	(6,170)
Cross currency swaps	-	(4,326)	-	-
Foreign exchange contracts	432	(56)	84	(86)
	3,002	(15,442)	84	(6,256)

The fair value of financial instruments that are not traded in an active market, such as over-the-counter derivatives, is determined using valuation techniques. The Group obtains such valuations from counterparties who use a variety of assumptions based on market conditions existing at each balance sheet date.

The fair values of all financial instruments are equal to their book value, with the exception of bank loans and finance lease obligations which are set out below. The carrying value less impairment provision of trade receivables, other receivables and the carrying value of trade payables and other payables are assumed to approximate their fair value.

The fair values of bank loans and finance leases are calculated as:

	2012		2011
	Book value	Fair value	Book value	Fair value
	£'000	£'000	£'000	£'000
Bank loans	343,897	396,692	337,026	350,874
Finance lease obligations	57,990	96,231	62,534	83,684

Fair value hierarchy

IFRS 7 requires fair value measurements to be recognised using a fair value hierarchy that reflects the significance of the inputs used in the measurements, according to the following levels:

Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset of liability, either directly or indirectly.

Level 3 - inputs for the asset of liability that are not based on observable market data.

The table below shows the level in the fair value hierarchy into which fair value measurements have been categorised:

	2012	2011
Assets per the balance sheet	£'000	£'000
Derivative financial instruments - Level 2	3,002	84

11. Financial instruments

	2012	2011
Liabilities per the balance sheet	£'000	£'000
Derivative financial instruments - Level 2	15,442	6,256

There were no transfers between Levels 1, 2 and 3 fair value measurements during the current or prior year.

Over the life of the Group's derivative financial instruments, the cumulative fair value gain/loss on those instruments will be £nil as it is the Group's intention to hold them to maturity.

Interest rate swaps not designated as part of a hedging arrangement

The notional principal amount of the outstanding interest rate swap contracts at 31 October 2012 was £196,687,575 and €40,000,000 (FY2011: £233,100,000 and €24,000,000). At 31 October 2012 the fixed interest rates were Sterling at blended 1.710% and Euro at 1.361% (FY2011: Sterling at 2.325% and Euro at 1.67%) and floating rates are at quarterly LIBOR and quarterly EURIBOR. The LIBOR swaps and the EURIBOR swaps expire in June 2016.

In May 2012, the Group entered into a new banking facility agreement which replaced the existing facilities due to mature in August 2013. The existing interest hedge agreements were replaced by new interest hedge agreements to coincide with the new maturity in June 2016. No settlement payments were required to be made to any counterparties and the embedded value of the existing interest hedge agreements were incorporated within the new agreements. The movement in fair value recognised in the income statement was a loss of £1,805,000 (2011: gain of £1,825,000)

Foreign exchange swap not designated as part of a hedging arrangement

At 31 October 2012, the Group had foreign currency swap contracts outstanding for a notional principal amount of between €4,500,000 and €6,000,000 every six months commencing November 2012 and terminating on 31 October 2015. The Group will receive the Sterling equivalent of the notional principal amount at an average exchange rate of 1.2198 Euros to the pound and pay the Sterling equivalent of the average monthly spot rates for the six months. The movement in the fair value recognised in the income statement in the period was a gain of £384,000 (2012: loss of £8,000)

Cross currency swaps designated as part of a hedging arrangement

In May 2012, the Group entered into cross currency swaps to mitigate the foreign exchange risk arising on future interest payments and the principal repayments arising from the $67 million and $48 million US Secured Senior Notes. These cross currency swaps commenced in May 2012 and terminate in 2019 and 2024 in line with the maturity of the Notes. The movement in fair value recognised in other comprehensive income in the period was a loss of £2,835,000 (pre tax impact).

Financial instruments by category

		Assets at fair
	Loans and	value through
	receivables	profit and loss	Total
Group	£'000	£'000	£'000
Assets as per balance sheet
Trade receivables and other receivables excluding prepayments	17,745	-	17,745
Derivative financial instruments	-	3,002	3,002
Cash and cash equivalents	6,897	-	6,897
As at 31 October 2012	24,642	3,002	27,644

11. Financial instruments

Financial instruments by category (continued)

	Liabilities at fair	Other financial
	value through	liabilities at
	profit and loss	amortised cost		Total
Group	£'000	£'000		£'000
Liabilities as per balance sheet
Borrowings (excluding finance lease liabilities)	-	343,117		343,117
Finance lease liabilities	-	57,990		57,990
Derivative financial instruments	15,442	-		15,442
Trade payable and other payables	-	32,280		32,280
As at 31 October 2012	15,442	433,387		448,829
			Assets at fair
	Loans and		value through
	Receivables		profit and loss		Total
Group assets as per balance sheet	£'000		£'000		£'000
Trade receivables and other receivables excluding prepayments	8,805		-		8,805
Derivative financial instruments	-		84		84
Cash and cash equivalents	14,674		-		14,674
As at 31 October 2011	23,479		84		23,563

	Liabilities at fair	Other financial
	value through	liabilities at
	profit and loss	amortised cost	Total
Group liabilities as per balance sheet	£'000	£'000	£'000
Borrowings (excluding finance lease liabilities)	-	337,026	337,026
Finance lease liabilities	-	62,534	62,534
Derivative financial instruments	6,256	-	6,256
Trade payable and other payables	-	35,577	35,577
As at 31 October 2011	6,256	435,137	441,393

The interest rate risk profile, after taking account of derivative financial instruments, is as follows:

2012

2011

Floating rate

£'000

Fixed rate

£'000

Total

£'000

Floating rate

£'000

Fixed rate

£'000

Total

£'000

Borrowings

41,516

301,601

343,117

82,857

254,169

337,026

The weighted average interest rate of the fixed rate financial borrowing was 2.757% (2011: 2.271%) and the weighted average period for which the rate is fixed was four years for bank borrowings and seven/twelve years for the Notes years (2011: two years for bank debt; nil for Notes).

11. Financial instruments

The table below analyses the Group's financial liabilities and non-settled derivative financial instruments into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity dates. The amounts disclosed in the table are the contractual undiscounted cash flows.

	Less than	One to two	Two to five	More than
	one year	years	years	five years
	£'000	£'000	£'000	£'000
2012
Borrowings	16,473	21,470	302,300	89,571
Derivative financial instruments	6,973	6,973	17,919	19,404
Contractual interest payments and finance lease charges	10,151	10,024	24,329	51,727
Trade and other payables	32,280	-	-	-
	65,877	38,467	344,548	160,702
2011
Borrowings	25,620	341,960	-	-
Derivative financial instruments	3,384	3,384	-	-
Contractual interest payments and finance lease charges	10,637	10,597	25,133	51,267
Trade and other payables	35,048	529	-	-
	74,689	356,470	25,133	51,267

12. Obligations under finance leases

	Minimum lease payments		Present value of minimum lease payments
	2012	2011	2012	2011
	£'000	£'000	£'000	£'000
Within one year	10,151	10,637	9,598	10,040
Within two to five years	34,353	35,730	25,211	26,747
Greater than five years	51,727	51,266	23,181	25,747
	96,231	97,633	57,990	62,534
Less: future finance charges on finance leases	(38,241)	(35,099)	-	-
Present value of finance lease obligations	57,990	62,534	57,990	62,534

	2012	2011
	£'000	£'000
Current	9,598	10,040
Non-current	48,392	52,494
	57,990	62,534

13. Cash flow from operating activities

Reconciliation of operating profit to net cash inflow from operating activities:

	2012	2011
Cash generated from continuing operations	£'000	£'000
Profit before income tax	(19,463)	8,547
Loss on investment properties	37,536	18,417
Depreciation	446	168
Change in fair value of derivatives	(384)	8
Impairment of non-current assets	-	382
Finance income	(43)	(2,037)
Finance expense	36,323	23,435
Employee share options	188	217
Changes in working capital:
Decrease in inventories	29	12
Decrease/(increase) in trade and other receivables	1,828	(950)
Decrease in trade and other payables	(4,794)	(1,410)
Cash generated from continuing operations	51,666	46,789

14. Analysis of movement in net debt

			Non-cash
	2011	Cash flows	movements	2012
	£'000	£'000	£'000	£'000
Cash in hand	14,674	(7,150)	(627)	6,897
	14,674	(7,150)	(627)	6,897
Debt due within one year	(10,143)	-	10,143	-
Debt due after one year	(326,883)	(6,055)	(10,179)	(343,117)
Total net debt excluding finance leases	(322,352)	(13,205)	(663)	(336,220)
Finance leases due within one year	(10,040)	4,336	(3,894)	(9,598)
Finance leases due after one year	(52,494)	-	4,102	(48,392)
Total finance leases	(62,534)	4,336	208	(57,990)
Total net debt	(384,886)	(8,869)	(455)	(394,210)

Non-cash movements relate to reclassification of non-current debt to current debt, amortisation of debt issue costs, foreign exchange movements and unwinding of discount.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR NKKDNKBKKFDN

Companies

Safestore Holdings (SAFE)

Friday, 10th January 2025

COMPANIES COVERED:

SBRY CKN APH

Alliance Pharma jumps as takeover news announced and Clarkson advances on modest profit upgrade but Sainsbury continues slide as costs rise and non-food sales slow.

Full Archive

UK 100

Latest directors dealings

2 days ago FRP Advisory Group
2 days ago Marks Electrical Group
2 days ago CLS Holdings
2 days ago QinetiQ Group
2 days ago Spectris

All directors dealings today