Final Results
Unite Group PLC
05 March 2008
Date 5 March 2008
THE UNITE GROUP PLC
PRELIMINARY ANNOUNCEMENT FOR THE YEAR TO 31 DECEMBER 2007
UNITE ANNOUNCES ROBUST PERFORMANCE
The UNITE Group plc, the UK's largest provider of student hospitality, today
announces its preliminary results for the year to 31 December 2007.
Financial Highlights:
• Adjusted Diluted Net Asset Value per share, before the one-off exceptional
charge from the planned redemption of the UNITE Finance One bond ('UFO') up
7.3% to 456p (31 December 2006: 425p). Adjusted net asset value was £510
million or 410 pence per share on a fully diluted basis. Basic net asset
value per share was 364 pence (2006: 391 pence).
• Successful redemption of £265.3 million UFO bond supporting the transition
of UNITE's business model and enabling the Group to pursue a proactive asset
management strategy for the properties held within the UFO portfolio.
• The second, and oversubscribed, closing of the UNITE UK Student
Accommodation Fund ('USAF') together with the sale of £302 million of assets
to it at an average stabilised yield of 5.6%.
• 13% total return from USAF further underlining its attraction to investors
and forming a strong basis for further capital raising activity in 2008.
• An average stabilised portfolio yield of 5.78% compared to 5.80% at 31
December 2006 and 5.69% at 30 June 2007.
Operational Highlights:
• Consolidation and strong delivery of UNITE's strategic objectives to
become a developer and co-investing manager of student accommodation.
• A substantial increase in the Group's secured development pipeline with
2,901 new bed spaces secured in the year for future delivery and 16 new
planning consents achieved across schemes comprising 4,392 bed spaces.
• A successful focus on increasing our presence in high quality and
undersupplied markets. 2,173 new bed spaces secured in London together with
new projects in cities such as Oxford and Exeter.
• Extremely strong sales performance for the 2008/09 academic year, with 62%
of rooms already reserved as at 29 February 2008, up from 56% at 28 February
2007 - an increase of 4,893 bed spaces year on year.
• Ongoing streamlining of UNITE's portfolio with over £300 million of sales
of stabilised assets into USAF and £25 million of non core assets during the
year.
Geoffrey Maddrell, Chairman of The UNITE Group, commented:
'UNITE has established a market leading position in a growing and economically
resilient sector and has developed an innovative and scaleable business model
that can provide a flexible financing solution for its ongoing growth. Demand
for student accommodation is higher than ever, as evidenced by the most recent
university applications statistics, and the strong relative performance of the
£1 billion UNITE UK Student Accommodation Fund during 2007 has demonstrated its
appeal to property investors. We expect yields in our sector to prove resilient
in the face of expansion in the wider market during 2008 and are confident of
raising further capital into the UNITE UK Student Accommodation Fund. We look
forward to 2008 and beyond with confidence.'
Mark Allan, Chief Executive of The UNITE Group, commented:
'We have made extremely good progress in establishing our developer-manager
business model in 2007. With the benefit of the operational and financing
efficiencies that this provides, along with the growing interest in the
specialist student accommodation market, we are strongly placed to continue to
scale our business to create and deliver value for our shareholders.'
Enquiries:
The UNITE Group plc Tel: 0117 302 7004
Mark Allan
Joe Lister
Tabitha Aldrich-Smith
Financial Dynamics Tel: 020 7831 3113
Stephanie Highett / Dido Laurimore / Laurence Jones
A copy of the investor presentation and a recording of the presentation to
analysts will be available on our website, www.unite-group.co.uk, later today.
Publication quality photographs are available on request.
CHAIRMAN'S STATEMENT
2007 was a highly active year for UNITE, during which we made important progress
across all areas of our business and the student accommodation sector
demonstrated encouraging resilience in the face of a challenging UK property
market. Highlights from the year include:
• A 7.3% increase in adjusted net asset value per share, before one-off
costs associated with the UFO bond redemption, from 425 pence to 456 pence.
Basic net asset value per share is 364 pence (2006: 391 pence).
• An average stabilised portfolio yield of 5.78% compared to 5.80% at 31
December 2006 and 5.69% at 30 June 2007.
• The second, and oversubscribed, closing of the UNITE UK Student
Accommodation Fund ('USAF') together with the sale of £302 million of assets
to it at an average stabilised yield of 5.6%.
• Very strong performance from USAF (13% total return) in a challenging
property investment market, enhancing its attraction to real estate
investors and forming a strong basis for further capital raising in 2008.
• Successful redemption of the restrictive UFO bond and good progress in
executing strategy for underlying assets.
• A substantial increase in the Group's secured development pipeline with
2,901 new bed spaces secured for future delivery and 16 new planning
consents achieved across schemes comprising 4,392 bed spaces.
• A successful focus on increasing our presence in high quality and
undersupplied markets - 2,173 new bed spaces secured in London together with
new projects in cities such as Oxford and Exeter.
• Extremely strong sales performance for the 2008/09 academic year, with 62%
of rooms already reserved as at 29 February 2008, up from 56% at 28 February
2007 - an increase of 4,893 bed spaces year on year.
Strategy and market overview
The UNITE Group plc is the UK's largest operator of student accommodation, with
approximately 37,500 bed spaces operational in the current academic year. At the
beginning of 2007, we set ourselves a clear growth target to double the net
rental income from our student portfolio within five years and through the
Group's ongoing development activities, our portfolio is growing by
approximately 3,500 new bed spaces per annum.
From a broad economic viewpoint, the UK Higher Education sector is extremely
resilient. Full-time student numbers have doubled since 1991 to their current
level of 1.4 million and applications to study in the forthcoming 2008/09
academic year have again increased year-on-year, with a 6.7% rise. Real estate
investors increasingly appreciate the economic resilience of this specialist
sub-sector and student accommodation is now a firmly established asset class.
UNITE has been at the forefront of this initiative, most significantly through
the establishment of the UNITE UK Student Accommodation Fund.
Since late 2006, the Group has been successfully pursuing a strategy to
establish itself as a developer and co-investing manager of student
accommodation. The key rationale for this was both to increase the Group's
total equity return over time by focusing its capital on higher value-add
activities, principally development, and to provide a flexible source of growth
capital. We have made strong progress in executing this strategy during 2007
and plan to have substantially completed the transition to this business model
by the end of 2008.
The transition to this new business model has involved a number of significant
transactions, most notably the establishment of the £1 billion UNITE UK Student
Accommodation Fund ('USAF') in December 2006, the further raising of capital
into this fund in April 2007, the redemption of fixed rate asset-backed bonds in
our UNITE Finance One plc subsidiary ('UFO') in October 2007 and the sale of
approximately £820 million of assets since December 2006, primarily into USAF.
Whilst there have been significant costs associated with these transactions,
particularly the UFO bond redemption, they have proven timely and leave the
Group well positioned for ongoing growth. As announced in our interim statement
in September 2007, the redemption of fixed rate asset-backed bonds in UFO has
allowed us to gain access to the underlying properties held as security against
the bonds and to pursue more active asset management strategies to improve the
Group's return on equity capital employed. We have made good progress with our
plans following the redemption of UFO and remain confident of fully recovering
the redemption cost within two years.
The establishment of USAF in December 2006 and sale of assets to it at that time
and during 2007, also realised over £155 million of equity capital for the
business, which we have begun to invest in our development pipeline. In
investing this capital, we have focused on increasing our presence in the
highest quality and most undersupplied markets in the UK, most notably London.
In the year to 31 December 2007 we acquired land and secured projects expected
to deliver 1,344 bed spaces in London, with an expected value on completion of
approximately £300 million. We have also secured new projects in key 'Varsity
Cities' such as Oxford, Cambridge, Reading and Exeter and when investing in
provincial student markets we have focused on the highest quality available
locations in those cities. Overall in the year we secured new projects expected
to deliver 2,901 future bed spaces, including those projects in London, which
are expected to be worth £420 million on completion.
The investment market for student accommodation has remained robust amidst a
wider, rapid correction of yields across all other sectors. At 31 December 2007
the average stabilised yield of UNITE's portfolio was 5.78% compared to 5.80% a
year earlier and only nine basis points above the 5.69% level reported at 30
June 2007. Behind this relatively static position year on year, we have seen
greater differentiation of yields within the sector, with direct let properties
in London and other high quality student locations proving very strong, whilst
those in marginally weaker locations or subject to university agreements has
proved slightly less resilient. Overall, we expect this picture to persist
during 2008, with the strong rental growth prospects for the sector, as
evidenced by strong forward sales for 2008, countering outward pressure on
yields.
Financial results
At 31 December 2007, the Group's adjusted net diluted asset value per share was
410 pence (adjusted net assets were £510 million), after a 46 pence per share
(£57.4 million) pre-tax exceptional charge associated with the UFO bond
redemption referred to above and announced with our interim statement in
September 2007. Basic net asset value per share is 364 pence (2006: 391 pence).
Excluding the bond redemption charge, adjusted diluted net asset value per share
would have been 456 pence, representing an increase of 7.3% (£40 million) since
31 December 2006 (425 pence) and a fall of 1.0% since 30 June 2007 (460 pence).
The £40 million increase in adjusted net asset value at this level is
attributable to unrealised development profits (£50 million) and capital growth
as a result of rental growth (£10 million) less yield movements (£8 million) and
£12 million relating to retained losses.
The Group's adjusted profit for the year to 31 December 2007, as initially
indicated to shareholders last year, is significantly affected by costs
associated with the UFO bond redemption and other transactions associated with
the Group's transition to its new business model. Adjusted profit for the year
showed a loss of £62.9 million, compared to a loss of £9.0 million for 2006. The
reported loss for the year is £37.5 million (2006 profit: £71.5 million).
Excluding the costs referred to above from both the 2007 and 2006 performance,
adjusted profit showed a loss of £3.6 million for 2007 compared to a £2.4
million loss for 2006. This is stated after pre-contract development costs of
£3.6 million (2006: £4.1 million) and a current tax charge of £0.8 million
(2006: £0.1) million.
Over the year, the Group funded £409 million of development expenditure,
including that funded through joint ventures, and its net debt increased by £136
million to £547 million. Adjusted gearing (defined as adjusted net debt as a
percentage of adjusted net assets) increased to 106% from 78% at 31 December
2006.
Financing
In very challenging debt markets it is encouraging to report that the Group has
significant borrowing facilities available. As at 31 December 2007, the Group
had £1.4 billion of revolving or fixed facilities, of which £744 million is
committed to ongoing developments or existing operational properties and £595
million was drawn. These facilities have an average unexpired term of four
years. In addition, the Group has up to £30 million of working capital and
stock facilities available.
Further commentary and analysis of the financial results and the Group's debt
financing arrangements are provided in the Business Review and the notes to the
consolidated financial statements.
Co-investing asset management
The Group has continued to operate its two principal co-investment vehicles, The
UNITE UK Student Accommodation Fund ('USAF') and The UNITE Capital Cities joint
venture ('UCC'), throughout 2007. The Group has a 20% stake in USAF and a 30%
stake in UCC. Both vehicles have performed strongly, with USAF being one of the
three top performing funds in the IPD Pooled Fund Index for 2007. USAF, which
is invested solely in provincial direct let assets, delivered a total geared
equity return of 12.7%, whilst UCC, which is focused on London and has a
sizeable development programme, achieved a total equity return of 33.8%.
UNITE earned a total of £7.1 million of property management and performance fees
during 2007 from the funds it manages. A full breakdown is provided in the
Business Review.
During 2008 the Group intends to raise a minimum of £125 million of new third
party equity into USAF. Taken together with UNITE's intended co-investment
stake and available leverage, this will increase USAF's investment capacity by
approximately £350 million which, together with its existing investment
capacity, would increase overall capacity to approximately £500 million. At
this level, USAF would have sufficient headroom to acquire all assets from UNITE
which the Group expects to stabilise by December 2009. Subject to certain
minimum operating criteria, USAF is obliged to acquire at market value any
stabilised assets offered to it by UNITE. Given the strong performance of USAF
during 2007, we are confident of a positive outcome to this fund raising
exercise.
Current operating performance
For the forthcoming 2008/09 academic year, reservations have been received by
the end of February 2008 for 24,921 bed spaces, representing 62% of the
portfolio. This represents a material increase compared to the same time in
2007, by which time 56% of bed spaces had been reserved (20,028 bed spaces).
Like-for-like, the improvement is 3,100 bed spaces with the remaining additional
sales relating to beds opening for the first time later this year. This
substantial increase is primarily due to a significant enhancement in the
Group's operational capabilities and we are confident of sustaining this out
performance into the future.
Dividend
The Board advises that it recommends a final dividend of 1.67 pence per share,
maintaining the total dividend for the year at 2.5 pence per share (2006: 2.5
pence). Subject to approval by shareholders at the AGM to be held on 15 May
2007, the final dividend will be paid on 19 May 2007 to shareholders on the
register on 18 April 2007.
Our people
Throughout 2007 we have driven organisational development by establishing a
clear, group-level approach to the prioritisation of goals and allocation of
resource. We have put in place project teams with clear terms of reference and
established ways of measuring and reporting progress to achieve the focus
required to deliver our strategy. We continue to focus on recognising and
developing ways of sharing best practice across the organisation and we have
also maintained our commitment to training and development interventions focused
on leadership development and the skills required to deliver great customer
service. For the third year running we were voted one of the country's top
employers by The Guardian newspaper and our overall employee satisfaction
remains in the upper decile for UK Companies (source: MORI).
We continue to develop talent successfully within the business. At Board level,
I am pleased to report that Joe Lister, who has been with UNITE for over five
years, was appointed Chief Financial Officer in early 2008 replacing Tony
Harris, who left the business at that time.
Looking forward, I would like to announce my intention to step down as Chairman
of UNITE at our 2009 Annual General Meeting, by which time I will have served as
Chairman for ten years, through a period of tremendous growth. In light of
this, the Board has now initiated an orderly succession process involving an
external search.
Outlook
Against a backdrop of challenging capital markets and an uncertain economic
outlook, UNITE has established a market leading position in a growing and
economically resilient sector. Furthermore it has developed an innovative and
scaleable business model that can provide a flexible financing solution for its
ongoing growth. Demand for student accommodation is higher than ever and the
strong relative performance of the £1 billion UNITE UK Student Accommodation
Fund during 2007 has demonstrated its appeal to property investors. The Board
of UNITE remains confident in our strategy and we look forward to 2008 and
beyond.
Geoffrey Maddrell
Chairman
5 March 2008
BUSINESS REVIEW
The Group has made strong progress against its strategic objectives during 2007,
building on the successes of 2006. We have set out to establish UNITE as a
developer and co-investing manager of student accommodation, based around a
scaleable financing platform, which is well suited to the resilient nature of
our core market. This model has served us well in 2007 and, as a result, the
Group is well positioned for continued growth.
Delivering our strategy - establishing UNITE as a developer and co-investing
asset manager
UNITE is the UK's largest operator of student accommodation, with over 37,500
bed spaces for the current academic year in 30 University towns and cities
across England, Wales and Scotland. The vast majority of these bed spaces are
in purpose-built accommodation blocks located in city centres and have been
developed by UNITE over the past decade.
Building on this market leading position, the Group set itself a very clear
growth strategy at the beginning of 2007 - to double the net operating income
from its UK student portfolio within five years. This target will be delivered
by driving strong annual rental growth and through an active development
programme. One year in, we are firmly on track to deliver against this
objective.
As part of this growth strategy UNITE will continue to develop new purpose-built
student accommodation in cities with compelling supply-demand dynamics that
support strong rental growth prospects. We expect to invest approximately £300
million per annum into new developments over the next five years, approximately
65% of which will be on sites that the Group has already secured. Of the total,
approximately half will be located in London.
The Group has developed an innovative business model in order to meet these
challenging growth targets, whereby it focuses on developing and letting new
student accommodation projects before selling them when they are established, or
stabilised, into a fund in which UNITE holds a co-investment stake and for which
it acts as manager. The UNITE UK Student Accommodation Fund ('USAF',
'the Fund') was established in December 2006 for this purpose.
UNITE targets an average 20% profit on cost from its development activities and
this profit is realised at the point of sale to USAF, net of any equity
co-invested in the Fund, thereby, generating fresh capital for ongoing
development. Sales of assets to USAF are reliant on the Fund having sufficient
available capital and as at 31 December 2007, USAF had approximately £150
million of remaining investment capacity, which we anticipate will be fully
utilised in acquiring further stabilised assets from UNITE during 2008. With
this in mind, UNITE is planning to raise a minimum of £125 million of new third
party equity into USAF during 2008 which, together with its own co-investment
and leverage, would provide approximately £350 million of additional investment
capacity. USAF is obliged to acquire stabilised assets from UNITE provided that
they meet certain minimum operating criteria.
The Group's transition to a developer and co-investing manager business model
started in late 2006 and is expected to be substantially complete by the end of
2008. Key events during the transition have been:
• The initial closing and launch of USAF in December 2006, combined with the
sale of a £515 million portfolio of stabilised assets to the Fund.
• The second closing of USAF in April 2007, which increased third party
equity commitments to a total of £370 million and allowed the Group to
dilute its own stake towards its strategic target of 20%.
• The planned redemption of fixed rate asset-backed bonds in UNITE Finance
One plc ('UFO') in October 2007. Whilst incurring an exceptional pre-tax
charge of £57 million (£41 million after tax), this allowed the Group access
to the underlying portfolio of assets held as security for the bonds to
pursue more active asset management strategies than previously possible that
will boost the Group's equity returns.
• The sale of a further £302 million of stabilised assets to USAF during
2007, including properties valued at £169 million previously held within
UFO.
• The sale of £25 million of non-core assets to third parties in late 2007.
During 2008, further transactions are planned to substantially conclude the
Group's business model transition:
• The raising of a minimum of an additional £125 million of further third
party equity capital into USAF as highlighted above.
• Additional sales of stabilised assets into USAF. We expect approximately
£200 million of assets to become available for sale later in 2008.
• Further sales of non-core assets, primarily those previously held as
security against the UFO bonds referred to above.
The developer and co-investing asset manager business model allows the Group to
maximise its return on equity by focusing capital on higher value-add
activities, principally development, and increasing returns on investment in
stabilised assets through performance and management fees. The establishment of
USAF has been pivotal in allowing the Group to pursue its strategy of reducing
its exposure to completed, stabilised assets and increasing its commitment to
development, particularly in London and other high quality markets in the UK
that have the best prospects for growth. The following table summarises this
shift in the Group's investment profile since 30 June 2006 (the last reported
balance sheet date prior to the establishment of USAF).
30 June 06 31 Dec 07
UNITE share % UNITE share % % Change
of gross assets of gross assets
£m £m
London
Development 19 215
Investment 138 165
Total 157 12% 380 30% +18%
Major provincial
Development 111 62
Investment 616 398
Total 727 55% 460 37% -18%
Other provincial
Development 22 52
Investment 373 279
Total 395 30% 331 26% -4%
'Varsity' cities
Development 4 61
Investment 31 21
Total 35 3% 82 7% +4%
TOTAL 1,314 100% 1,253 100%
Note
Major provincial cities are those with more than 30,000 students and at least
two Universities. We define 'Varsity' cities as those with at least one major
university coupled with high residential land values and tight land supply (such
as Edinburgh and Oxford).
Financial performance
The financial performance of each element of the Group's business model
(development and co-investing asset management) is not easily presented under
International Financial Reporting Standards ('IFRS') and this is further
compounded by the Group's transition towards this model, involving the key
events outlined above. To facilitate a better understanding of the Group's
financial performance we have adopted IFRS 8 (Operating Segments) early and
provided a detailed segmental analysis within the notes to the consolidated
financial statements as well as a thorough commentary on operations within this
review.
We consider the key measure of the Group's financial performance to be growth in
adjusted diluted net asset value per share together with, to a lesser extent,
adjusted profit. The adjustments made to the reported IFRS numbers are intended
to provide a clearer understanding of the Group's financial performance and are
consistent with the guidelines laid down by The European Public Real Estate
Association ('EPRA').
Adjusted net asset value
At 31 December 2007 the Group's adjusted net asset value was £510 million or 410
pence per share on a fully diluted basis, compared to 425 pence at 31 December
2006 and 460 pence at 30 June 2007. This is stated after the one-off pre-tax
exceptional charge of £57 million (46 pence per share) associated with the
planned redemption of fixed rate asset-backed bonds in UFO as announced with our
interim statement in September 2007 and explained above. Excluding this
exceptional item, adjusted net asset value was £567 million or 456 pence per
share fully diluted, an increase of 7.3% over the year and a fall of 1.0% since
30 June 2007. Basic net asset value per share is 364 pence (2006: 391 pence).
The component parts of adjusted net asset value growth in 2007 were as follows:
6 months to 6 months to Total 6 months to 6 months to Total
30 June 2007 31 Dec 2007 2007 30 June 2007 31 Dec 2007 2007
£m £m £m pps pps pps
Development value
recognised in period
24 26 50 19 21 40
Net valuation gains/
(losses) in period
- Rental growth 10 2 12 8 2 10
- Yield movement 11 (21) (10) 8 (17) (9)
Total 21 (19) 52 16 (15) 1
Adjusted loss before one
off bond redemptions and
swaps costs 1 (4) (3) 1 (3) (2)
Swaps costs (2) (2) (2) (2)
Bond redemption costs (57) (57) - (46) (46)
Swap costs, dividends and
losses on asset sales
1 (6) (7) (1) (5) (6)
Total adjusted NAV growth
/(reduction) in period
45 (62) (17) 35 (50) (15)
Adjusted profit
Adjusted profit is derived from the Group's income statement, which is
significantly different from those of earlier years because of the establishment
of USAF in late 2006 and sale of assets to it at that time and during 2007. As
a result of the USAF transaction, £44 million worth of rental income that would
previously have been entirely to UNITE's account was attributable to USAF during
2007, contributing to a £24 million reduction in UNITE's investment revenue
compared to 2006. However, the dilutive impact on profit of this was
substantially offset by UNITE's share of profit from its investment in USAF,
management and performance fees received and receivable from the Fund and a
reduction in interest charges as a result of the debt repaid following the sale
of assets to USAF.
Adjusted profit for 2007 showed a loss of £62.9 million, compared to a loss of
£9.0 million in 2006. The component parts of this are set out in note 2(b) to
the consolidated financial statements and include several one-off items relating
to the Group's business model transition. To aid year on year comparison, these
items are summarised below:
2007 2006
£m £m
Adjusted loss for the period (62.9) (9.0)
Add back one-off items:
Loan break costs and costs written off on refinancing 57.4 9.2
Interest rate swap cancellation (gains)/losses 1.9 (2.6)
Adjusted loss before one-off items (3.6) (2.4)
Adjusted loss is stated after a £0.8 million of current tax charge (2006: £0.1
million) and also after charging £3.6 million of pre-contract development costs
(2006: £3.3 million).
Reported profit after tax, which includes unrealised gains and losses from the
revaluation of investment property as well as deferred tax movements, showed a
loss of £37.5 million compared to a profit of £71.5 million for 2006. The sharp
fall reflected the one-off movements outlined above together with a £63.5
million reduction in unrealised revaluation gains, attributable to markedly
different conditions in the general property investment market.
Looking forward it is important to note that the Group's transition to a
developer and co-investing manager business model is primarily intended to
improve the Group's return on equity and provide a flexible source of finance
for ongoing development activity. As it involves the sale of revenue-generating
stabilised investment assets to external parties (most notably USAF) and the
reinvestment of proceeds into development activity (non-revenue generating), the
Group's future earnings will reflect this and are not expected to grow as
rapidly as the Group's net asset value in the near term. Key factors to be
considered are as follows:
• A greater proportion of the Group's revenues in 2008 will be attributable
to stabilising assets, which generate a lower net operating income than
stabilised properties. This reflects a reduction in the Group's stake in
USAF during 2007 (from 39% at 1 January 2007 to 20% at 31 December 2007) as
well as an absolute increase in the Group's stabilising portfolio as a
result of the recent increase in development activity.
• Management fees will increase as the quantum of assets under management
grows, providing an important new source of revenues.
• Performance fees will be more dependent upon investment market conditions,
as they are based on geared total equity returns, which we expect to be
lower in 2008.
The UK student accommodation market
The ongoing strength and attraction of UK universities continues to support our
belief in the prospects for the student accommodation sector. There are three
significant drivers of growth in student numbers:
• Government policies encouraging young people into higher education: there
are 2.4 million students in UK higher education of which 1.4 million of
which are full time.
• UK demographics: the 18-30 year old population is set to increase by 7%
over the next 9 years.
• Increasing demand from international students studying in the UK and
expanding numbers of post-graduate students: accepted international
applicants are up by 7.9%, with applications from EU countries (excluding
the Republic of Ireland) up by 16%.
Following the introduction of variable tuition fees in 2006, we are pleased to
note that the positive trend of university applications - both from domestic and
international students - has continued and applications for the 2008/09 academic
year are up by 6.7% on 2007/08 applications according to UCAS (University and
College Applications Service).
This trend is complemented by the continued attractiveness of the UK for
overseas students, second only to the USA, as a study destination. Heightened
visa controls in the USA, combined with the ability to complete a UK Masters
degree in one year, have served further to increase the attraction of the UK.
Applications to universities via UCAS in 2007 saw particularly strong growth
from new EU countries with Cyprus up 28% and Poland up 27%. In overall terms,
Chinese and Indian students are still attracted to the UK in the highest
numbers.
Student attitudes remain positive, despite increasing debt levels, with many
citing the importance of a university degree in securing a good career. Against
this background, our ongoing research studies highlight the lack of affordable
and good quality student accommodation as a major concern for students and their
parents. Increased demand for places in purpose built accommodation, such as
that offered by UNITE, is therefore expected to continue strongly, thanks in
part to government policies promoting education, particularly in major
university towns and cities. Students face competition in securing rented
accommodation from the wider residential market. The Association of Residential
Letting Agent's 2007 fourth quarter survey, published in January 2008, reports
that demand for rented properties continues to outstrip supply, especially in
London. The proportion of landlords saying there are more tenants than
properties available for them has increased more than threefold, from 15% to
50%, in the last five years.
In the context of housing supply, there continues to be a lack of good quality
private rented accommodation. There is anecdotal evidence that supply is being
squeezed by the implementation of the Housing Act (2004) as landlords have been
discouraged by the extra administrative burdens. However, we await firm evidence
from the Building Research Establishment, which is currently undertaking a
review of the impact of licensing of Houses in Multiple Occupation due to be
published towards the end of 2008.
The London Student Accommodation Market
London is the UK's largest student market and it is one of the most
undersupplied in terms of quality rented housing and in particular, student
accommodation. The London economy and its position as one of the world's leading
financial centre is closely linked to the higher education sector. Over 100,000
jobs in London are dependent on the function of its universities (Source Savills
Student Housing Report: 2007).
Students in London account for 10% of the total numbers living in rented
accommodation in the capital. There are 241,000 full time students studying in
London including over 80,000 international students, representing 25% of the UK
total. The London full time student population is greater than all the full time
students in the next four largest student markets in the UK combined
(Manchester, Glasgow, Leeds and Birmingham).
London also has the greatest imbalance between supply and potential demand for
student beds in the UK. The core demand from first year undergraduates and full
time overseas students outstrips the supply of beds in purpose built
accommodation by two to one. This will be further exacerbated by the estimated
increase of 17,000 students in the next four years in central London and a
further 125,000 students in London overall by 2020 (Source Savills Student
Housing Report: 2007).
The Mayor of London's section of the London Plan explicitly supports the
development of purpose built accommodation because it is seen as a means to ease
the pressure on existing housing supply.
The investment market
The general environment in the UK property sector deteriorated markedly during
the second half of 2007, driven by a significant contraction in global capital
markets and a more challenging economic outlook. Whilst all major segments of
the UK property market were severely affected by this, the student accommodation
sector has proven relatively resilient. The following table summarises trends
in stabilised yields by segment across UNITE's portfolio, showing particularly
strong performance in London and 'Varsity' city direct lets.
Typical stabilised yield range Dec 06 Jun 07 Dec 07
London
Direct let 5.5%-6.0% 5.25%-5.75% 5.0%-5.5%
University agreement 4.75%-5.25% 5.0%-5.5% 5.0%-5.75%
Major provincial
Direct let 5.6%-6.1% 5.35%-5.85% 5.5%-6.0%
University agreement 5.0%-5.5% 5.0%-5.5% 5.5%-6.0%
Other provincial
Direct let 5.65%-6.25% 5.4%-5.9% 5.75%-6.25%
University agreement 5.25%-5.75% 5.25%-5.75% 5.5%-6.0%
'Varsity' cities
Direct let 5.5%-6.0% 5.3%-5.8% 5.25%-5.75%
Portfolio average 5.80% 5.69% 5.78%
IPD All Property benchmark 4.55% 4.56% 5.00%
It is important to note that the yield information above is supported by
relevant and recent transactional evidence. In December 2007, UNITE sold £220
million of stabilised provincial direct let properties to USAF based on an
independent valuation at average yield of 5.6% whilst, in November, the Group
sold £21 million of properties to Morley, all of which were subject to FRI
leases with Universities, at an average yield of 5.25%. In London other
operators sold two smaller portfolios of direct let student accommodation valued
together at around £95 million in the last quarter of 2007 at an approximate
yield of 5.1%. These assets were in East and North London. Through its ongoing
disposal programme of non-core assets and future sales to USAF, the Group will
continue to generate strong market evidence in support of its valuations.
The investment market for student accommodation has remained robust in the face
of a rapid expansion of yields in the broader property market. This resilience
is underpinned by investors' appreciation of the strong underlying dynamics of
the occupier market (in February 2008 UCAS reported a 6.7% like for like
increase in applications for study in 2008/09) and the continued shortage of
good quality purpose-built accommodation. Together, these factors provide a
positive foundation for ongoing rental growth in the sector.
In general, we expect this resilience to persist in 2008. We anticipate that
well located direct let assets in London and other high quality University
locations will continue to prove the strongest, whilst properties subject to
University agreements and those in secondary locations will prove slightly less
resilient as their rental growth prospects are more tempered. As a result of
the Group's strategy to focus on development in London and other high quality
markets, UNITE is well positioned in this regard.
Development activity
During 2007 UNITE invested a total of £409 million in its development programme,
including that funded through its joint ventures, as follows:
Development expenditure
Gross UNITE's share
£m £m
2007 completions
- UNITE 68 68
- Joint ventures 18 6
2008 completions
- UNITE 81 81
- Joint venture 93 28
2009 and later completions
- UNITE 149 149
Total 409 332
The Group successfully completed 3,260 bed spaces across 12 properties for
occupation in the 2007/08 academic year and secured 14 new sites that are
expected to deliver approximately 2,901 new bed spaces by 2011 with an
anticipated value upon completion of £424m. In addition, the Group successfully
achieved planning consents for 16 new projects that will deliver 4,392 new bed
spaces into the Group's portfolio in the coming years.
In line with its stated strategy, the Group has focused its new development
activities in London and other high quality markets across the UK:
Beds secured in 2007
Capital
expenditure in Estimated total
Bed spaces 2007 development cost
£m £m
London 1,344 119 248
Major provincial 728 2 39
Varsity 829 7 67
Total 2,901 128 354
At 31 December 2007, following the activity outlined above, the Group's secured
development pipeline was as follows:
Estimated
completed UNITE's share of
Bed spaces value completed value
£m £m
2008 completions - UNITE 3,178 234 234
2008 completions - Joint Venture 729 184 55
Total 2008 3,907 418 289
2009 completions - UNITE 3,931 440 440
2010 and later completions - UNITE 2,326 299 299
Total 10,164 1,157 1,028
As at 29 February 2008, 25 of the projects included above had valid planning
consents (comprising 6,564 bed spaces). The Group, which has an extremely
strong planning record, is in the process of securing planning consents for the
remaining schemes.
Following the establishment of USAF, and in accordance with IFRS, certain of the
Group's development assets are now classified as current assets and are held at
cost, whilst certain others continue to be held at open market value. However,
in recognising the full value of the Group's development pipeline we consider it
appropriate that all development properties, regardless of accounting
classification, are independently valued. A full valuation of the Group's
development portfolio has been carried out as at 31 December 2007 and is
summarised below:
Development portfolio valuation
31 Dec 2007 31 Dec 2006
£m £m
Investment property under development 102 125
Property under development 122 12
Share of joint ventures investment property under development
36 16
Total 260 153
Valuation gain not recognised on property held at cost 39 2
Value at end of period 299 155
In total, the Group booked revaluation gains on its development portfolio,
including its share of revaluation gains in joint ventures, of £13.5 million
during the year. An additional £36.5 million arose on development properties
classified as current assets which, whilst excluded from the reported net asset
value of the Group, has been included in the calculation of adjusted net asset
value.
In addition to its development portfolio, the Group has £91.3 million of land
held for development, which is carried at cost in inventory. We expect this
land to be developed within the next three years and this expectation is
reflected in the secured development pipeline table set out above.
The Group expects to make further unrealised development profits as it builds
out its secured development pipeline. Based on current independent valuations
of pipeline projects and the anticipated costs to complete those projects, up to
an additional £119 million (96 pence per share) of value is expected to arise in
this regard. This is not included in the Group's adjusted net asset value.
The Group's ability to construct new projects using its off-site manufacturing
capabilities continues to be a key area of competitive advantage, delivering
time, cost and quality benefits compared to traditional construction. This is
particularly important in the face of ongoing build cost inflationary pressures.
In the year to December 2007, the Group produced 2,225 modules at its
Gloucestershire facility and 2,284 of the bed spaces delivered for occupation in
the 2007/08 academic year utilised modular construction techniques, representing
70% of all bed spaces delivered.
Following an intensive period of site acquisition that has successfully
increased the depth and quality of UNITE's secured pipeline, and taking into
account uncertain property market conditions, the Group has taken a cautious
stance on any further site acquisitions since summer 2007 and is unlikely to
consider securing any further sites before mid-2008. Whilst, we have increased
our return criteria to reflect the more uncertain investment markets we remain
alert to opportunistic situations that may arise. We believe that site prices
will begin to fall later in 2008 and are confident that UNITE will be well
placed to benefit from this.
Operating and investment portfolio
For the 2007/08 academic year, UNITE is operating 37,552 bed spaces across 129
properties. This will increase to over 40,000 bed spaces for the 2008/09 year.
The Group's ownership stake in these assets varies from the management of sale
and leaseback assets to full ownership, dependent upon the type of asset and its
phase of operation. Assets in which the Group has a minority stake are as
follows:
• Stabilised direct let assets, excluding those in London and Edinburgh, are
typically held in USAF. At 31 December 2007 UNITE had a 20% stake in USAF.
• Stabilised direct let assets in London and Edinburgh are held in the UNITE
Capital Cities joint venture with The Government of Singapore Investment
Corporation ('GIC RE'). This joint venture is now fully invested and in
future UNITE will therefore develop wholly owned assets in these cities
prior to sale to USAF. At 31 December 2007 UNITE had a 30% interest in UCC.
• One asset remains in the UNITE Student Village joint venture with Lehman
Brothers ('USV'). We anticipate that this asset will be sold to USAF later
this year.
• Certain assets that are let under long-term agreements with Universities
have been sold and leased back by UNITE.
Further details regarding USAF and UCC are provided later in this statement.
Investment assets held wholly on the Group's balance sheet fall into three
categories:
• Stabilising assets; these are properties that have recently been completed
and are not yet generating their optimal net operating income. Once they
are generating their optimal net operating income, our intention is to sell
them to USAF, subject to USAF having sufficient investment capacity;
• Assets with redevelopment potential; these are operational properties in
excellent locations where we believe there is potential to refurbish or
redevelop within the next three years.
• Legacy assets; these are properties which do not fit with the Group's long
term investment strategy, either because of their location or because they
are let to Universities under long term agreements and deliver lower
returns. The Group started a disposal programme for these types of assets
in 2007 and this will continue in an orderly manner during 2008 as part of
the Group's business model transition.
The following table summarises the Group's operating and investment portfolio by
segment:
Owned Owned Owned
USAF UCC USV Stabilising Redevelopment Other Leased Total
London
Beds 1,809 502 728 3,039
Value £188m £43m £67m £298m
Major
Provincial
Beds 11,727 1,383 2,022 1,893 1,321 1,454 19,800
Value £597m £64m £83m £76m £53m £873m
Other
Provincial
Beds 6,040 4,201 366 1,903 1,234 13,744
Value £238m £185m £15m £66m £504m
Varsity
Beds 394 218 327 939
Value £38m £10m £48m
Total Gross
Beds 17,767 2,203 1,383 6,223 2,979 3,952 3,015 37,522
Value £835m £226m £64m £268m £144m £186m £1,723m
UNITE
Investment
20% 30% 50% 100% 100% 100% 0%
Strong rental growth was delivered across UNITE's operating and investment
portfolio with like for like sales growth of 6.2% for the 2007/08 academic year
compared to 5.8% in 2006/07. The average stabilised yield across the portfolio
was 5.78% as at 31 December 2007, compared to 5.69% at 30 June 2007 and 5.80% at
31 December 2006. The portfolio is 92% let for the current academic year this
compares to 91% in 2006.
Sales performance for the 2008/09 academic year is extremely strong across the
portfolio. As at 29 February 2008, 25,000 reservations had been made
(representing 62% of bed spaces), compared to 20,000 (56% of bed spaces) as at
28 February 2007. This represents a substantial increase in reservations
performance of 11% year on year and is summarised by portfolio segment below:
Academic year sales performance at end of February
Owned Owned
USAF UCC USV Stabilising Other Leased Total
2007 / 08
Beds 11,975 2,203 2,342 7,459 8,696 3,015 35,690
Reservations 6,130 1,575 143 4,097 5,250 2,833 20,028
% 51% 72% 6% 55% 60% 94% 56%
2008 / 09
Beds 17,767 2,410 1,383 9,638 5,982 3,015 40,195
Reservations 9,728 1,650 384 5,492 4,825 2,842 24,921
% 55% 68% 28% 57% 81% 94% 62%
Whilst the strong sales performance to February 2008 partly reflects the
continued strength of the underlying market, it is primarily due to a
significant enhancement in UNITE's operational capability during 2007:
• We revised our customer proposition to a single, consistent approach
across the UK, other than in London. This has involved re-basing all
tenancies on a standard all-inclusive 43-week basis with payments spread
evenly through the year. This is supplemented by a discounted offer for the
summer period. Whilst, for a typical direct let tenancy, this defers
approximately 5% of academic rent receivable into the next financial year,
it has proved a strong booking incentive. We continue to base our London
rentals on a 51-week tenancy, reflecting the existing market norm.
• In August 2007 we launched our on-line booking and accommodation
management system. This has greatly improved our customers' experience,
enabled us to pursue a more targeted sales and marketing strategy and
allowed us to commence selling six weeks earlier than in previous years.
• We have begun to establish formal referral links with a number of overseas
agents who specialise in arranging UK-based study for international
students. This is enabling us to target those students in their country of
origin more efficiently.
• We have invested significantly in our local and central sales and
marketing capabilities.
These factors, combined with the continued rise in student numbers, present a
positive outlook for rental growth in 2008 and future years.
During 2008 we will continue to focus on enhancing our operational capability,
with a particular focus on reducing the average operating cost per bed whilst
improving customer service. This is likely to include some structural changes
to our operating base as well as ongoing targeted investment in systems.
Stabilising assets
Following completion, student accommodation properties typically take between
one and three years to reach their optimal level of net operating income,
averaging around two years. Under the Group's business model, this is the point
at which they would be sold to USAF, subject to USAF having sufficient capital
available to acquire them. We refer to assets in this phase of operation as '
stabilising assets'.
Stabilising assets tend to have a higher operating cost base (due to
mobilisation costs and intensive sales and marketing) and a lower gross rent,
due to a combination of lower initial occupancy and room rates. The combination
of these factors mean that stabilising assets generate, on average, 30% less net
operating income than a stabilised asset.
The Group is increasingly focused on improving its asset stabilisation
performance, both through the improved operational capability referred to above
and as a result of its development strategy being focused on high quality,
undersupplied markets where stabilisation is expected to be more rapid.
Base portfolio acquisition
In March 2007, the Group acquired a strategically important, high quality
portfolio from Base Limited. This portfolio comprised 1,502 bed spaces in
Liverpool, Leicester and Sheffield, together with an option to acquire a further
717 bed scheme in Manchester due for completion in 2008, which was duly
exercised in October 2007.
Lettings performance for this portfolio for 2007/08 was strong and in line with
our expectations at the time of acquisition. The first of these acquired assets
has now been sold to USAF following a successful repositioning of rent levels.
Co-investing asset management
UNITE acts as co-investing manager of two significant specialist student
accommodation investment vehicles which it established - The UNITE UK Student
Accommodation Fund ('USAF') and the UNITE Capital Cities joint venture with GIC
('UCC'). In addition, it has one further small joint venture, with Lehman
Brothers ('USV'), which has developed two student village projects since 2004.
The first of these was sold to USAF in 2007 and we anticipate that the second
will also be sold to USAF during 2008. During 2007 it received fees from USAF,
UCC and USV as follows:
Fees earned
Management fees Performance fees Total fees
£m £m £m
UCC 1.8 - 1.8
USAF 2.3 1.5 3.8
USV - 1.5 1.5
Total 4.1 3.0 7.1
UCC is a closed ended fund and performance fees become payable on exit in March
2013.
The UNITE UK Student Accommodation Fund
USAF was established in December 2006 to invest in direct let student
accommodation across the UK, other than London and Edinburgh due to the
exclusivity over those cities afforded to UCC at that time. Upon establishment
it acquired a £515 million portfolio of such accommodation from UNITE and,
during 2007, it acquired a further £302 million of assets from UNITE. Including
these subsequent acquisitions, net asset movements and returns in USAF during
2007 were as follows:
UNITE UK Student Accommodation Fund
£m
Fund consolidated net assets at 1 January 2007 235.8
Revaluation of investment portfolio 6.3
Earnings less distributions (0.4)
Capital issued to fund acquisitions 209.4
Other reserve movements* (5.0)
Fund consolidated net assets at 31 December 2007 446.1
Opening NAV per unit £0.948
Closing NAV per unit £1.020
Distributions paid £0.049
Return on NAV
Capital 7.6%
Income 5.1%
Total 12.7%
* Includes promote, non-cash items, market value movements in ineffective hedges & other movements
As at 31 December 2007 USAF's investment portfolio comprised 45 properties in 16
cities with a total of 17,767 bed spaces. The portfolio was independently
valued by CBRE at £835 million, resulting in the Fund having net assets as at
that date of £447 million as shown above. UNITE's average stake in USAF during
2007 was 28.5% and its stake at the year-end was 20%. The Group intends to
retain its co-investment stake at approximately 20% for the foreseeable future.
USAF is an open-ended, infinite life vehicle with a carefully structured
redemption mechanism designed to protect the interests of non-redeeming
investors. Redemptions are not permissible before December 2009 and are limited
thereafter to 10% of gross asset value per annum. The main reason for adopting
an open-ended structure was to allow the Fund to increase in size through
further injections of capital.
The investment capacity of USAF is an important factor in determining UNITE's
forward development pipeline. Whilst UNITE does not commit to new developments
without having the capital available to fund them through to completion, the
expectation of a capital receipt from future sales to USAF does allow the Group
to take a longer term view of its development opportunities.
As at 31 December 2007, USAF had investment capacity of approximately £150
million, which we expect to be fully utilised through the acquisition of further
stabilised assets from UNITE later in 2008. The Fund performed well in 2007 and
with UCC no longer having exclusivity over assets in London and Edinburgh, USAF
will be able to gain exposure to these attractive markets. We are seeking to
raise further capital into USAF during 2008 in order to support acquisition
opportunities that will arise in those and other cities. Although the amount of
capital that we raise will ultimately depend on our assessment of market
conditions, we are confident of raising a minimum of £125 million further third
party equity which, together with UNITE's co- investment and leverage, would
result in an additional £350 million of investment capacity for the Fund. This
would create sufficient capital headroom to acquire all assets that UNITE
expects to reach stabilisation by 31 December 2009 and then allow the Group to
commit further capital to developments intended for completion in 2010 and 2011.
The UNITE Capital Cities joint venture
UCC was established in March 2005 as a joint venture between UNITE and GIC RE.
It is a closed-ended fund due to mature in 2013 and was established by UNITE to
develop and operate student accommodation in London and Edinburgh, markets in
which UNITE's growth was capital constrained at that time. Following an
intensive period of acquisition and development activity, UCC equity is now
fully committed with its final development projects scheduled for completion
later in 2008. As a result of this successful execution of the business plan,
UCC no longer has exclusivity over London and Edinburgh assets.
Net asset value movements and returns in UCC during 2007 were as follows:
UNITE Capital Cities Joint Venture
£m
JV consolidated net assets at 1 January 2007 93.2
Value added to completed portfolio 7.4
Development profits recognised 22.3
Earnings less distributions (3.0)
Changes in fair value interest rate swaps (3.0)
Equity issued 8.2
JV consolidated net assets at 31 December 2007 125.1
Return on NAV
Capital 29.3%
Income 4.6%
Total 33.9%
Further details of the financial performance and position of USAF and UCC is
provided in notes 2 and 6 to the consolidated financial statements.
Financing
The Group's financing strategy is based around its developer and co-investing
manager business model. It requires financing to fund the development of new
properties, the stabilisation phase of assets and its ongoing investment in its
operating portfolio. This financing is provided from its underlying equity, a
range of debt facilities (outlined below) and is enhanced through equity
released upon the sale of stabilised assets, typically to USAF.
By investing its equity capital primarily in its development and stabilising
activities, the Group seeks to maximise its return on equity for shareholders.
UNITE Finance One plc
In September 2007, we announced our intention to redeem the fixed rate
asset-backed bonds outstanding in UNITE Finance One plc ('UFO'). These bonds
were secured against a range of assets, primarily properties completed prior to
December 2001, and these financing arrangements restricted the Group's ability
to sell or redevelop those assets. As a result, the Group's equity returns from
these assets were being constrained.
The Group successfully concluded the redemption of these bonds on 18 October
2007, incurring an exceptional charge of £57.4 million before tax (46 pence per
share) as a result of crystallising mark-to-market adjustments (£46.6 million),
incurring early redemption penalties (£3.3 million) and accelerating the
write-off of deferred arrangement costs incurred at the time of the original
bond issue in 2002 (£7.5 million). The post-tax charge is £41 million (33 pence
per share).
As a result of the redemption, the Group is free to pursue a proactive asset
management strategy for the underlying properties and is confident of recovering
this exceptional cost within two years as a result of improved equity returns.
The redemption was funded through the arrangement of a £318 million bridge
facility provided by Morgan Stanley & Co International plc, available until
October 2008 and secured against the assets originally held in UFO. At 31
December 2007, these assets were independently valued at £445 million.
Since concluding the bond redemption the Group has made good progress in
executing its strategy for the underlying assets. It has sold a total of £196
million of the UFO assets, either to USAF or to third parties, and has advanced
plans in place for the sale of a further £45 million of assets. Of the
remaining £204 million of UFO assets, £144 million will be held for
redevelopment and £60 million are intended for sale later in 2008.
At 31 December 2007, the amount outstanding on the Morgan Stanley bridge
facility was £164 million. It is the Group's intention to repay this borrowing
through the arrangement of a bespoke facility following the next phase of asset
sales. However, the Group has, and will maintain, sufficient headroom within
its existing revolving facilities to refinance this facility should the need
arise.
Debt facilities
The Group funds approximately 80% of development costs using debt, with the
remaining 20% funded through the Group's equity contribution, which is typically
injected into projects before debt is drawn. If the Group achieves its target
20% profit on cost, this equates to a loan-to-value-ratio of approximately 67%
upon completion, a borrowing level, which is broadly maintained through
stabilisation. The Group does not use debt to fund its co-investment stakes in
either USAF or UCC.
The Group at 4 March 2008 had £1,382 million of debt available to it through a
mixture of revolving and fixed facilities for the purposes of funding the
development and stabilisation of, and investment in, assets. At 31 December
2007 £744 million of these facilities were committed to ongoing projects (with
the lenders having security over the relevant assets) with the balance available
to fund further development projects (subject to the lenders taking security
over those projects). £595 million of the committed facilities were drawn at 31
December 2007.
At 31 December 2007 the Group had net debt of £547 million, comprising the £595
million drawn against the facilities above, which includes £164 million in
respect of the Morgan Stanley bridge facility, £56 million cash and £8 million
of swap liabilities. Adjusted gearing stood at 106% (31 December 2006: 78%),
reflecting the Group's increased development activity.
In addition to the £1,382 million of facilities referred to above, there were a
further £30 million of working capital and stock facilities available. The
average unexpired term on the Group's debt facilities (excluding the Morgan
Stanley bridge facility) was four years and the Group's average cost of
investment debt was 6.7%. 89% of the Group's investment borrowings are fixed or
hedged for an average period of 5.6 years.
The availability of debt finance for student accommodation projects remains
robust. Since 1 October 2007, the Group has arranged a total of £863 million of
facilities either on its own account or for the funds it manages, of which £515
million contributed to an increase in overall availability of debt. The Group's
long-term strategy of maintaining relationships with balance sheet lending banks
is proving beneficial in the face of the broader contraction in credit markets.
Taking into account its available equity, and the debt facilities referred to
above, we are confident that the Group has all the financing it requires to
build out its secured development pipeline.
Livocity - accommodation for graduates and young career professionals
In October 2007 the Group successfully opened its first project providing
managed accommodation for young professionals and graduates, operated under the
'Livocity' brand. The inaugural 62-bed scheme is located in Devonshire Street,
Regent's Park, London and was fully let by January 2008.
The Livocity concept differs from traditional residential development in that it
is designed and developed specifically to be operated as managed accommodation
for rent, rather than for resale. The product and service specification and
target locations have been carefully selected following extensive research with
our target customer base. As a result, the Group hopes to be able to achieve
more attractive, and less cyclical, returns than residential development would
typically afford.
It is encouraging to note that the Government has commissioned a report, to be
undertaken by The Centre for Housing Policy at York University, that is intended
to identify how the private rented sector can contribute to the Government's
target of three million new homes by 2020. We await the report's findings with
interest and hope that it will prove to be a catalyst for develop-for-rent
concepts such as Livocity.
In addition to the Devonshire Street pilot project, the Group is planning to
commence development of three further projects of a similar size during 2008,
located in Fulham, Highgate and Camden. In addition to these pipeline projects,
the Group will continue to roll out the Livocity concept and is targeting 500
operational purpose-built beds by 31 December 2010. Whilst the initial
commitment, in terms of capital and management time, is modest we believe that
this concept will provide interesting growth opportunities in the longer term.
Looking ahead
UNITE has established a market leading position in a growing and economically
resilient sector and developed an innovative and scaleable business model that
can provide a flexible financing solution for its ongoing growth. Demand for
student accommodation is higher than ever, as evidenced by the most recent
university applications statistics, and the strong relative performance of USAF
during 2007 has demonstrated its appeal to property investors. Whilst the
outlook for the broader UK property market in 2008 is undoubtedly challenging,
we expect student accommodation yields to prove resilient in the face of general
yield expansion across other sectors and we are confident of raising further
capital into USAF.
The Group has made good progress in establishing its new business model and it
is our intention to substantially complete our transition to this model over the
course of 2008. There are three key elements to this:
• Raising further capital into USAF; as identified above, USAF currently has
investment capacity of approximately £150 million, which we expect to be
fully invested during 2008. To increase capacity, we are seeking to raise a
minimum of a further £125 million of equity into USAF during the course of
this year, from a combination of existing and new investors;
• Completing a planned sale of non-core assets; the exact timing of asset
disposals will depend upon our assessment of market conditions, but we
anticipate selling approximately £150 million of properties during the year
ahead. These are primarily assets subject to long term agreements with
Universities and the proceeds will be used to reduce gearing and invest in
ongoing development activities;
• Enhancing the Group's operational capability; our future business model
distinguishes more clearly between the financial performance of asset
ownership and asset management. It will be critical that the Group is
structured and operating in such a way that it makes an appropriate level of
profit from its management activities.
We expect attractive development opportunities to arise later in 2008 and, as a
result of our shift to a more flexible and scaleable business model, are
confident that UNITE is well placed to benefit. We look forward to 2008 with
confidence.
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2007
Note 2007 2006 2006 2006
Total Before impact of creating Impact of creating Total
fund fund
£'000 £'000 £'000 £'000
Revenue 2 72,140 110,636 - 110,636
Cost of sales 2 (29,974) (49,889) - (49,889)
Administrative expenses 2 (21,082) (19,751) - (19,751)
21,084 40,996 - 40,996
Loss on disposal of property (4,205) (923) (4,474) (5,397)
Profit on part disposal of joint venture 6 1,803 - - -
Net valuation (losses) / gains on investment
property
5 (2,733) 60,817 - 60,817
Profit / (loss) before net financing costs 15,949 100,890 (4,474) 96,416
Loan interest and similar charges 3 (30,953) (44,440) - (44,440)
Changes in fair value of interest rate swaps 3 (7,472) 2,396 2,618 5,014
Bond and loan redemption costs 3 (57,392) - (9,159) (9,159)
Finance costs (95,817) (42,044) (6,541) (48,585)
Finance income 3 1,763 1,551 - 1,551
Net financing costs (94,054) (40,493) (6,541) (47,034)
Share of joint venture profit / (loss) 6 10,978 10,219 (1,039) 9,180
(Loss) / profit before tax (67,127) 70,616 (12,054) 58,562
Tax 4 29,652 (11,413) 24,334 12,921
(Loss) / profit for the year (37,475) 59,203 12,280 71,483
Earnings per share
Basic 11 (30.4p) 58.4p
Diluted 11 (30.4p) 57.8p
CONSOLIDATED BALANCE SHEET
At 31 December 2007
Note 2007 2006
£'000 £'000
Assets
Investment property 5 597,747 656,969
Investment property under development 5 102,180 124,980
Property, plant and equipment 9,094 9,533
Investments in joint ventures 6 86,013 106,287
Intangible assets 8,089 5,216
Other receivables 4,770 4,973
Total non-current assets 807,893 907,958
Property under development 5 121,936 12,093
Inventories 7 104,557 22,982
Trade and other receivables 94,019 70,165
Cash and cash equivalents 56,316 55,143
Total current assets 376,828 160,383
Total assets 1,184,721 1,068,341
Liabilities
Borrowings and financial derivatives 8 (240,234) (63,563)
Trade and other payables (117,801) (78,594)
Total current liabilities (358,035) (142,157)
Borrowings and financial derivatives 8 (363,720) (403,181)
Deferred tax liabilities 9 (12,873) (41,816)
Total non-current liabilities (376,593) (444,997)
Total liabilities (734,628) (587,154)
Net assets 450,093 481,187
Equity
Issued share capital 10 30,874 30,763
Share premium 10 174,333 173,008
Merger reserve 10 40,177 40,177
Retained earnings 10 187,957 218,035
Revaluation reserve 10 17,644 18,053
Hedging reserve 10 (892) 1,151
Total equity 450,093 481,187
Total equity is wholly attributable to equity holders of The UNITE Group plc.
These financial statements were approved by the Board of Directors on
5 March 2008 and were signed on its behalf by:
MC Allan JJ Lister
Director Director
STATEMENTS OF CHANGES IN
SHAREHOLDER EQUITY
For the year ended 31 December 2007
Note
2007 2006
£'000 £'000
Investment property under development - revaluation 5 7,368 23,602
- deferred tax 9 (1,591) (6,982)
Other property - revaluation 159 (495)
- deferred tax 9 - 50
Effective hedges - movements (1,280) 9,077
- deferred tax 384 (2,723)
Gains on hedging instruments transferred to income statement 3 (101) (2,839)
Deferred tax on gains transferred 30 852
Share of joint venture valuation gain on investment property under development (net of
related tax) 4,810 6,006
Share of joint venture movements in effective hedges (net of related tax) (1,076) 1,694
Net gains recognised
directly in equity 8,703 28,242
(Loss) / profit for the year (37,475) 71,483
Total recognised income and expense for the year (28,772) 99,725
Dividends paid 10 (3,073) (3,060)
Own shares acquired 10 (1,096) (2,420)
Shares issued 10 1,436 3,379
Fair value of share based payments 411 865
(31,094) 98,489
Equity at start of year 481,187 382,698
Equity at end of year 450,093 481,187
STATEMENT OF CASH FLOWS
For the year ended 31 December 2007
Note
2007 2006
£'000 £'000
Operating activities
(Loss) / profit for the year (37,475) 71,483
Adjustments for:
Depreciation and amortisation 2,094 2,446
Fair value of share based payments 411 865
Change in value of investment property 5 2,733 (60,817)
Net finance costs 3 94,054 47,034
Loss on disposal of property 4,205 5,397
Profit on part disposal of joint venture (1,803) -
Share of joint venture profit 6 (10,978) (9,180)
Trading with joint venture adjustment 6 3,220 -
Tax credit 4 (29,652) (12,921)
Cash flows from operating activities before changes in working capital
26,809 44,307
(Increase) / decrease in trade and other receivables (13,673) 28,806
Increase in property under development (103,902) (12,093)
Increase in inventories (81,575) (9,564)
Increase in trade and other payables 43,615 9,825
Cash flows from operating activities (128,726) 61,281
Investing activities
Proceeds from sale of investment property 270,702 432,146
Proceeds from part disposal of joint venture 21,078 -
Equity invested in joint ventures (2,135) (1,951)
Dividends received 10,314 578
Interest received 1,763 1,551
Acquisition of intangible assets (3,986) (2,188)
Acquisition of property, plant and equipment (993) (2,473)
Acquisition and construction of investment property (195,480) (106,990)
Cash flows from investing activities 101,263 320,673
Financing activities
Interest paid (38,413) (57,807)
Bond and loan redemption (49,846) -
Proceeds from the issue of share capital 1,436 3,379
Payments to acquire own shares (1,096) (2,420)
Proceeds from non-current borrowings 713,267 487,423
Repayment of borrowings (591,319) (778,548)
Payment of finance lease liabilities (419) (395)
Dividends paid (3,073) (3,060)
Cash flows from financing activities 30,537 (351,428)
Net increase in cash and cash equivalents 3,074 30,526
Cash and cash equivalents at start of year 50,443 19,917
Cash and cash equivalents at end of year 53,517 50,443
1. Basis of preparation
The financial information set out above does not constitute the company's
statutory accounts for the years ended 31 December 2007 or 2006. Statutory
accounts for 2006, which were prepared under International Financial Reporting
Standards, as adopted by the European Union ('IFRS'), have been delivered to the
registrar of companies, and those for 2007 will be delivered in due course. The
auditors have reported on those accounts; their reports were (i) unqualified,
(ii) did not include references to any matters to which the auditors drew
attention by way of emphasis without qualifying their reports and (iii) did not
contain statements under section 237(2) or (3) of the Companies Act 1985.
The effects of the transactions undertaken to create the UNITE UK Student
Accommodation Fund on 15 December 2006 are shown in the column 'impact of
creating fund' on the income statement, as they have a material effect on the
Group's result for that year. The Group's share of the subsequent trading
activities are included in the share of joint venture profit in the 'before
impact of creating fund' column.
2. Segment reporting
Segment information is presented in respect of the Group's business segments
based on the Group's management and internal reporting structure. The Directors
do not consider that the group has meaningful geographical segments as it
operated exclusively in the United Kingdom in the year.
Segment results include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis.
The Group undertakes the acquisition and development of properties and then
manages the completed assets, generating both rental income and management fees.
The Group's management approach is based on these two activities and hence they
are reported as the Group's development and investment operating segments.
The Group adopted IFRS 8 during the year, which enables the Group to show its
segmental results in the way that reflects management's view of the business;
hence what has been described as the portfolio result in previous periods is now
the investment segment result.
(a) Segment revenues and costs
Note Investment Development Unallocated Total
segment segment corporate
costs
31 December 2007
£'000 £'000 £'000 £'000
Revenue 69,945 2,195 - 72,140
Cost of sales (27,613) (2,361) - (29,974)
Administrative expenses (11,548) (3,656) (5,878) (21,082)
30,784 (3,822) (5,878) 21,084
Loan interest and similar charges (30,953) - - (30,953)
Finance income 1,763 - - 1,763
Share of joint venture investment
segment result
5,921 - - 5,921
Segment result / corporate costs 2 (b) 7,515 (3,822) (5,878) (2,185)
31 December 2006
Revenue 93,822 16,814 - 110,636
Cost of sales (33,843) (16,046) - (49,889)
Administrative expenses (9,710) (4,091) (5,950) (19,751)
Segment result as previously 50,269 (3,323) (5,950) 40,996
reported
Loan interest and similar charges (44,440) - - (44,440)
Finance income 1,551 - - 1,551
Share of joint venture investment
segment result
626 - - 626
Segment result / corporate costs 2 (b) 8,006 (3,323) (5,950) (1,267)
(b) Segment results and adjusted profit
Note 31 Dec 2007 31 Dec 2006
£'000 £'000
Investment segment result 2(c) 7,515 8,006
Development segment result (3,822) (3,323)
Other unallocated items
Corporate costs (5,878) (5,950)
Share of joint venture overheads (632) (1,142)
Loan break costs and costs written off on refinancing (57,392) (9,159)
Swap (loss) / gain realised on cancellation (2,120) 2,618
Share of joint venture swap gain 186 -
Current tax charge (795) -
Adjusted loss for the year (62,938) (8,950)
Net valuation (losses) / gains on investment property (2,733) 60,817
(Loss) on sale of property (4,205) (5,397)
Profit on part disposal of investment in joint venture 1,803 -
Share of joint venture (loss) on disposal (81) -
Share of joint venture tax charge (1,438) -
Changes in fair value of interest rate swaps (5,352) 2,396
Share of joint venture valuation gains 5,179 9,713
Share of joint venture deferred tax 1,843 (17)
Deferred tax 30,447 12,921
(Loss) / profit for the year (37,475) 71,483
(c) Segment result (see through basis)
In order to provide a more detailed view of the Group's activities, information on the Group's investment
activities on a see through basis, including an allocation of interest, is set out below.
31 December 2007 Group on
see
100% Unite Share of co-invested joint ventures through
basis
Wholly Leased / Total USAF Capital Student Total Total
Owned Other Cities Village
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Rental income 53,110 9,698 62,808 12,622 3,816 3,033 19,471 82,279
Property operating (16,917) (3,595) (20,512) (3,671) (516) (886) (5,073) (25,585)
expenses (excl.
lease rentals)
Operating lease - (7,101) (7,101) - - - - (7,101)
rentals
Net rental income 36,193 (998) 35,195 8,951 3,300 2,147 14,398 49,593
Joint venture - 4,172 4,172 - (250) - (250) 3,922
management fees
Joint venture - 2,965 2,965 - - - - 2,965
promote fee
Overheads - (11,548) (11,548) - - - - (11,548)
Investment segment 36,193 (5,409) 30,784 8,951 3,050 2,147 14,148 44,932
result before
interest
Loan interest & (30,953) - (30,953) (4,642) (2,249) (1,980) (8,871) (39,824)
similar charges
Finance income 1,763 - 1,763 299 213 132 644 2,407
Investment segment 7,003 (5,409) 1,594 4,608 1,014 299 5,921 7,515
result
2. Segment reporting (continued)
(c) Segment result (see through basis - continued)
31 December 2006 Group on
100% Unite Share of co-invested joint ventures see through
basis
Wholly Leased / Total USAF Capital Student Total Total
Owned Other Cities Village
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Rental income 82,747 9,518 92,265 780 2,399 2,494 5,673 97,938
Property operating (23,972) (2,951) (26,923) (208) (348) (672) (1,228) (28,151)
expenses (excl.
lease rentals)
Operating lease - (6,920) (6,920) - - - - (6,920)
rentals
Net rental income 58,775 (353) 58,422 572 2,051 1,822 4,445 62,867
Joint venture - 1,557 1,557 (53) (426) - (479) 1,078
management fees
Overheads - (9,710) (9,710) - - - - (9,710)
Investment segment 58,775 (8,506) 50,269 519 1,625 1,822 3,966 54,235
result
Loan interest & (44,440) - (44,440) (271) (1,805) (1,378) (3,454) (47,894)
similar charges
Finance income 1,551 - 1,551 - 89 25 114 1,665
Investment segment 15,886 (8,506) 7,380 248 (91) 469 626 8,006
result
2. Segment reporting (continued)
(d) Segment assets and liabilities (see through basis)
31 December 2007 100% Unite Share of co-invested joint ventures Group on see
through basis
Wholly Owned USAF Capital Student Total Total
Cities Village
£'000 £'000 £'000 £'000 £'000 £'000
Investment property 597,747 167,042 67,593 31,826 266,461 864,208
Investment property under 102,180 - 36,001 - 36,001 138,181
development
Property under development 121,936 - - - - 121,936
Investment & development 821,863 167,042 103,594 31,826 302,462 1,124,325
property
Cash 56,316 4,158 2,522 3,910 10,590 66,906
Other assets - investment 107,698 (45,136) 1,113 (3,572) (47,595) 60,103
Other assets - development 111,728 - 365 - 365 112,093
Interest rate swaps 1,103 - - 338 338 1,441
Other assets 276,845 (40,978) 4,000 676 (36,302) 240,543
Debt - completed properties (409,253) (78,398) (43,696) (23,552) (145,646) (554,899)
Debt - development properties (185,898) - (20,458) - (20,458) (206,356)
Other liabilities - investment (62,471) (3,293) (1,228) (3,895) (8,416) (70,887)
Other liabilities - (55,330) - (4,247) - (4,247) (59,577)
development
Interest rate swaps (8,803) (228) (434) - (662) (9,465)
Other liabilities - (12,873) - - (718) (718) (13,591)
unallocated
Total liabilities (734,628) (81,919) (70,063) (28,165) (180,147) (914,775)
Net assets 364,080 44,145 37,531 4,337 86,013 450,093
Joint venture investment loans (49,312) 45,645 - 3,667 49,312 -
Underlying capital employed 314,768 89,790 37,531 8,004 135,325 450,093
Mark to market of interest 6,828 228 434 (338) 324 7,152
rate swaps
Valuation gain not recognised 38,726 - - - - 38,726
on property held at cost
Deferred tax 12,873 - - 718 718 13,591
Adjusted net assets 373,195 90,018 37,965 8,384 136,367 509,562
Investment assets 713,552 171,709 71,228 36,169 279,106 992,658
Development assets 335,844 - 36,366 - 36,366 372,210
1,049,396 171,709 107,594 36,169 315,472 1,364,868
Investment liabilities (480,527) (81,919) (45,358) (27,447) (154,724) (635,251)
Development liabilities (241,228) - (24,705) - (24,705) (265,933)
Unallocated liabilities (12,873) - - (718) (718) (13,591)
(734,628) (81,919) (70,063) (28,165) (180,147) (914,775)
In order to show the Group's full investment in joint ventures their net assets have been adjusted for loans
that are capital in nature to show the underlying capital employed in the above table.
See through gearing is calculated on an adjusted basis as 136% (2006: 111%).
(d) Segment assets and liabilities (see through basis - continued)
31 December 2006 100% Unite Share of co-invested joint ventures Group on see
through basis
Wholly Owned USAF Capital Student Total Total
Cities Village
£'000 £'000 £'000 £'000 £'000 £'000
Investment property 656,969 196,221 52,023 51,510 299,754 956,723
Investment property under 124,980 - 10,631 5,029 15,660 140,640
development
Property under development 12,093 - - - - 12,093
Investment & development 794,042 196,221 62,654 56,539 315,414 1,109,456
property
Cash 55,143 5,216 8,564 3,097 16,877 72,020
Other assets - investment 93,492 (24,236) 49 257 (23,930) 69,562
Other assets - development 18,776 - 7 - 7 18,783
Interest rate swaps 601 - 497 715 1,212 1,813
Other assets 168,012 (19,020) 9,117 4,069 (5,834) 162,178
Debt - completed properties (408,250) (107,438) (34,107) (37,126) (178,671) (586,921)
Debt - development properties (58,494) - (5,660) (3,742) (9,402) (67,896)
Other liabilities - investment (56,990) (2,407) (3,144) (5,019) (10,570) (67,560)
Other liabilities - (21,604) - (913) (830) (1,743) (23,347)
development
Other liabilities - (41,816) - - (2,907) (2,907) (44,723)
unallocated
Total liabilities (587,154) (109,845) (43,824) (49,624) (203,293) (790,447)
Net assets 374,900 67,356 27,947 10,984 106,287 481,187
Joint venture investment loans (27,696) 24,801 - 2,895 27,696 -
Underlying capital employed 347,204 92,157 27,947 13,879 133,983 481,187
Mark to market of interest (431) - (497) (716) (1,213) (1,644)
rate swaps
Valuation gain not recognised 2,214 - - - - 2,214
on property held at cost
Deferred tax 41,816 - - 2,907 2,907 44,723
Adjusted net assets 390,803 92,157 27,450 16,070 135,677 526,480
Investment assets 778,509 202,002 61,133 58,474 321,609 1,100,118
Development assets 155,849 - 10,638 5,029 15,667 171,516
934,358 202,002 71,771 63,503 337,276 1,271,634
Investment liabilities (465,240) (109,845) (37,251) (42,145) (189,241) (654,481)
Development liabilities (80,098) - (6,573) (4,572) (11,145) (91,243)
Unallocated liabilities (41,816) - - (2,907) (2,907) (44,723)
(587,154) (109,845) (43,824) (49,624) (203,293) (790,447)
In order to show the Group's full investment in joint ventures their net assets have been adjusted for loans
that are capital in nature to show the underlying capital employed in the above table.
See through gearing is calculated on an adjusted basis as 111%.
3. Net financing costs
2007 2006 2006 2006
Recognised in the income statement: Before impact Total
of creating
fund Impact of
creating fund
Total
£'000 £'000 £'000 £'000
Interest income on deposits (1,763) (1,551) - (1,551)
Finance income (1,763) (1,551) - (1,551)
Gross interest expense on loans 47,951 50,649 - 50,649
Interest capitalised (16,998) (6,209) - (6,209)
Loan interest and similar charges 30,953 44,440 - 44,440
Exceptional item:
Bond redemption premium 46,586 - - -
Loan break costs 3,260 - 4,846 4,846
Loan set up costs written off on refinancing 7,546 - 4,313 4,313
Bond and loan redemption costs 57,392 - 9,159 9,159
Changes in fair value of interest rate swaps
- transferred from equity (101) (221) (2,618) (2,839)
- relating to ineffective hedges 7,573 (2,175) - (2,175)
7,472 (2,396) (2,618) (5,014)
Finance costs 95,817 42,044 6,541 48,585
Net financing costs 94,054 40,493 6,541 47,034
Recognised directly in equity:
Changes in fair value of interest rate swaps
- transferred to income statement 101 221 2,618 2,839
- relating to effective hedges 1,280 (9,077) - (9,077)
1,381 (8,856) 2,618 (6,238)
On 18 October 2007 the Group completed the early redemption of the UNITE Finance
One plc bonds in order to allow the management of the related portfolio in
accordance with the Group's strategy. The costs associated with this early
redemption totalled £57.392m as analysed above.
The equivalent item in 2006, totalling £9.159m, relates to the redemption of
bonds and loans secured against properties that were sold to the UNITE UK
Student Accommodation Fund.
4. Tax credit
Recognised in the income statement:
2007 2006
£'000 £'000
Current tax expense
Current year - -
Income tax on UK rental income arising in
overseas group company
514 78
Corporation tax in respect of UK rental income
arising in overseas group company
187 -
Adjustments for prior years 94 -
795 78
Deferred tax credit
Origination and reversal of temporary
differences
- On exceptional bond and loan redemption costs (16,070) (24,334)
(2006: on creation of USAF)
- Other (26,298) 9,833
Adjustments for prior years 11,921 1,502
(30,447) (12,999)
Total tax credit in income statement (29,652) (12,921)
Reconciliation of effective tax rate 2007 2006
% £'000 % £'000
(Loss) / profit before tax (100.0)% (67,127) 100.0% 58,562
Income tax using the domestic corporation tax (30.0)% (20,138) 30.0% 17,569
rate
Effect of indexation on investment and
development property
(12.8)% (8,634) (16.7)% (9,786)
Non-deductible expenses 4.5% 3,015 0.2% 105
Capital allowances gain crystallised 0.8% 550 (1.6)% (906)
Share of joint venture profit (1.2)% (935) (2.6)% (1,516)
Movement on unprovided deferred tax asset 3.2% 2,143 0.8% 444
Effect of property disposals to USAF (26.0)% (17,578) (34.7)% (20,333)
Adjustments for prior years - deferred tax 17.6% 11,921 2.5% 1,502
Adjustments for prior years - current tax 0.1% 94 - -
Rate difference on deferred tax (0.1)% (90) - -
(43.9)% (29,652) (22.1)% (12,921)
Deferred tax recognised directly in equity
2007 2006
£'000 £'000
Relating to hedging reserve movements (761) 2,020
Relating to net valuation gains recognised
directly in equity
2,265 7,540
1,504 9,560
5. Investment and development property
2007 Investment Investment property under Property under
property development development Total
£'000 £'000 £'000 £'000
Balance at start of year 656,969 124,980 12,093 794,042
Acquisitions 77,506 - - 77,506
Cost capitalised 7,473 108,090 96,668 212,231
Interest capitalised 230 8,512 3,501 12,243
Transfer from investment property (5,941) - 5,941 -
Transfer from land held for development - - 3,733 3,733
Transfer from investment property under
development
146,770 (146,770) - -
Disposals (282,527) - - (282,527)
Valuation gains 28,669 10,224 - 38,893
Valuation losses (31,402) (2,856) - (34,258)
Net valuation (losses) / gains (2,733) 7,368 - 4,635
Balance at end of year 597,747 102,180 121,936 821,863
Carrying value of properties on which
borrowings are secured 597,747 95,389 90,606 783,742
2006 Investment Investment property under Property under
property development development Total
£'000 £'000 £'000 £'000
Balance at start of year 1,028,747 80,004 - 1,108,751
Cost capitalised 2,049 100,062 12,093 114,204
Interest capitalised - 6,209 - 6,209
Transfer from property, plant and equipment 693 - - 693
Transfer from investment property under
development
84,897 (84,897) - -
Disposals (520,234) - - (520,234)
Valuation gains 78,935 24,775 - 103,710
Valuation losses (18,118) (1,173) - (19,291)
Net valuation gains 60,817 23,602 - 84,419
Balance at end of year 656,969 124,980 12,093 794,042
Carrying value of properties on which
borrowings are secured 656,969 107,511 12,093 776,573
Property has been valued on the basis of 'market value' as defined in the RICS
Appraisal and Valuation Manual issued by the Royal Institution of Chartered
Surveyors as determined by CB Richard Ellis Ltd and Messrs King Sturge,
Chartered Surveyors as external valuers. Investment property and investment
property under development are carried at fair value. Property under
development of £121.936m (2006: £12.093m) held in current assets is carried at
cost, but its fair value has been determined as described below.
Following the formation of the UNITE UK Student Accommodation Fund it is likely
that the fund will acquire the Group's future developments. Hence properties
acquired with the intention of selling them to the UNITE UK Student
Accommodation Fund following completion are now treated as property under
development in current assets, (carried at the lower of cost and net realisable
value), rather than fixed assets, (carried at fair value). The impact if these
properties were carried at fair value rather than cost is as follows:
5. Investment and development property (continued)
2007 Investment Investment property under Property under
property development development Total
£'000 £'000 £'000 £'000
Balance at end of year 597,747 102,180 121,936 821,863
Valuation gain not recognised on property
held at cost
- - 38,726 38,726
Fair value at end of year 597,747 102,180 160,662 860,589
2006 Investment Investment property under Property under
property development development Total
£'000 £'000 £'000 £'000
Balance at end of year 656,969 124,980 12,093 794,042
Valuation gain not
recognised on property
held at cost - - 2,214 2,214
Fair value at end of year 656,969 124,980 14,307 796,256
6. Investments in subsidiaries and joint ventures
Joint Venture
Undertakings
2007 2006
£'000 £'000
Share of profit:
- investment segment result 5,921 626
- overheads (632) (1,142)
- net revaluation gains 5,179 9,713
- current tax (1,438) -
- deferred tax 1,843 (17)
- other 105 -
10,978 9,180
Share of items recognised directly in reserves:
- valuation gains (net of deferred tax) 5,483 6,614
- movements in effective hedges (net of deferred tax) (1,423) 1,843
Additions 6,797 70,367
Disposals (28,575) -
Profit adjustment related to trading with joint venture (3,220) -
Distributions received (10,314) (578)
(20,274) 87,426
At start of year 106,287 18,861
At end of year 86,013 106,287
6. Investments in subsidiaries and joint ventures (continued)
The Group's interests in joint ventures are held at a carrying value equivalent
to its share of the underlying net asset value of the undertaking. The Group's
share of joint ventures' results are as follows:
2007 2007 2006 2006
Gains/(losses) Gains/(losses)
recognised directly recognised directly
Profit in equity Profit in equity
£'000 £'000 £'000 £'000
Capital Cities JV 4,254 4,584 7,654 4,922
Student Village JV's
- LDC (Project 110) Ltd (846) (296) 1,526 896
- LDC (Project 170) Ltd 503 - 790 2,639
UNITE UK Student Accommodation Fund 7,067 (228) (790) -
10,978 4,060 9,180 8,457
The UNITE UK Student Accommodation Fund is the joint venture formed with a
consortium of investors in December 2006. This joint venture takes the form of
a Jersey unit trust that controls a number of English limited partnerships in
which the general partners are USAF GP No.1 Ltd, USAF GP No.4 Ltd, USAF GP No.5
Ltd, USAF GP No.6 Ltd and USAF GP No.8 Ltd, companies incorporated in England
and Wales.
The agreements integral to the above, which include the Group assuming primary
responsibility for property and asset management of the venture, result in the
Group having joint control of these entities with the investors.
The Group manages the joint venture and its properties, for which management
fees are receivable. In addition the Group is entitled to a promote fee if the
venture outperforms certain benchmarks. This promote fee takes the form of
increasing the Group's capital participation in the joint venture. The impact
of these fees on the Group results is summarised below.
During the year the Group sold a further 15 investment properties into the joint
venture for £252.574m. In addition the investment property previously held in
the Student Village JV LDC (Project 170) Ltd was sold to the UNITE UK Student
Accommodation Fund in October 2007 for £49.500m. The profits relating to these
sales and associated disposal costs are set out below:
2007 2006
£'000 £'000
Profit relating to the sale of properties to USAF pre disposal costs
1,034 5,100
Disposal costs (1,341) (7,954)
Goodwill impairment (542) (1,620)
Loss on disposal of property (849) (4,474)
The goodwill impairment charged against the loss on disposal relates to
synergistic benefits associated with the disposed properties.
During the year the Group reduced it's interest in the UNITE UK Student
Accommodation Fund from 39.1% to 20.1%, realising a profit on disposal of
£1.803m.
6. Investments in subsidiaries and joint ventures (continued)
The Capital Cities JV is the joint venture formed with GIC Real Estate Pte Ltd
to develop and operate student accommodation in the capital cities of London,
Edinburgh, Dublin and Belfast, in which the Group owns a 30% equity share. This
joint venture takes the form of a English limited partnership in which the
general partner is LDC (Capital Cities) Ltd, a company incorporated in England
and Wales.
The agreements integral to the above, which include the Group assuming primary
responsibility for development, property and asset management of the venture,
result in the Group having joint control of this entity in conjunction with the
majority partner.
The Group receives management fees from the joint venture and recharges other
costs in relation to the investment property under development. The impact of
these fees on the Group results is summarised below.
The Group's joint venture in student villages with Lehman Brothers is held in
LDC (Project 110) Ltd and LDC (Project 170) Ltd, companies incorporated in
England and Wales, whose principal activity is the construction and letting of
investment property. Under the Articles of Association, the Group cannot
exercise control over these companies and its interest amounts to a 51% share of
the profits and assets of the joint venture, although it holds a 75% interest in
the ordinary shares. Under the articles of LDC (Project 170) Ltd, the Group is
additionally entitled to the first £1.250m of net assets on any winding up of
the company. The impact of amounts charged to LDC (Project 110) Ltd and LDC
(Project 170) Ltd in respect of fees and construction costs on the Groups
results is summarised below.
On 3 October 2007 the investment property previously held in LDC (Project 170)
Ltd was sold to UNITE UK Student Accommodation Fund for £49.500m. Following
this disposal outstanding shareholder loans and the Group's additional
entitlement to the first £1.250m of the net assets of the company were settled.
A promote fee was also paid to the Group by LDC (Project 170) Ltd as detailed
below.
The impact of joint venture management and promote fees and development sales on
the Group results is as follows:
2007 2006
£'000 £'000
Management Fees
UNITE UK Student Accommodation Fund 2,332 137
Capital Cities JV 1,840 1,420
4,172 1,557
Promote Fees
UNITE UK Student Accommodation Fund 1,499 -
Student Village JV's
- LDC (Project 170) Ltd 1,466 -
2,965 -
Development Sales
Capital Cities JV 1,771 15,794
Student Village JV's
- LDC (Project 110) Ltd 424 822
- LDC (Project 170) Ltd - 198
2,195 16,814
6. Investments in subsidiaries and joint ventures (continued)
Summary financial information on joint ventures -
100% UNITE share
2007 2006 2007 2006
£'000 £'000 £'000 £'000
UNITE UK Student Accommodation Fund
Non-current assets 834,544 504,891
Current assets 22,175 15,163
Current liabilities (17,992) (7,682)
Non-current liabilities (392,585) (276,534)
Net assets/equity 446,142 235,838 44,145 67,356
Represented by:
Net assets attributable to the USAF fund unitholders 400,925 211,467 44,646 67,846
Minority interest in reserves (501) (491) (501) (491)
Total equity / joint venture carrying value 400,424 210,976 44,145 67,356
Minority partnership loans (classified as debt) 45,718 24,862 45,645 24,801
Underlying capital employed 446,142 235,838 89,790 92,157
Profit / (loss) for the period 16,299 (11,742)
Capital Cities joint venture
Non-current assets 343,990 210,609
Current assets 12,831 28,626
Current liabilities (17,872) (13,519)
Non-current liabilities (213,847) (132,558)
Net assets/equity 125,102 93,158 37,531 27,947
Profit for the period 14,180 25,513
Student Village JV - LDC (Project 110) Limited
Non-current assets 63,600 62,395
Current assets 2,787 4,320
Current liabilities (6,100) (8,166)
Non-current liabilities (52,463) (48,313)
Net assets/equity 7,824 10,236 3,912 5,118
(Loss) / profit for the period (1,693) 3,052
Student Village JV - LDC (Project 170) Limited
Non-current assets - 49,612
Current assets 5,951 2,388
Current liabilities (5,101) (2,281)
Non-current liabilities - (39,236)
Net assets/equity 850 10,483 425 5,866
Profit for the period 1,007 1,580
Investments in joint ventures per balance sheet 86,013 106,287
7. Inventories
2007 2006
£'000 £'000
Land held for development 91,324 13,254
Finished goods - 1,385
Work in progress 12,360 7,839
Raw materials and consumables 873 504
104,557 22,982
Security has been given by way of a first charge over the land held for
development to secure the Group's borrowings.
8. Borrowings and financial derivatives
Group
2007 2006
£'000 £'000
Non-current
Bank and other loans 354,917 403,146
Finance lease liabilities - 35
Interest rate swaps 8,803 -
363,720 403,181
Current
Overdrafts 2,799 4,700
Bank loans 196,296 46,155
Build loans 41,104 12,289
Finance lease liabilities 35 419
240,234 63,563
Maturity analysis
Financial liabilities fall due as follows:
2007 Carrying value Within 1 year 1-2 years 2-5 years More than 5 years
£'000 £'000 £'000 £'000 £'000
Non derivative financial liabilities
Bank and other loans 592,317 237,400 95,898 156,768 102,251
Finance lease liabilities 35 35 - - -
Bank overdrafts 2,799 2,799 - - -
Trade and other payables 117,801 117,801 - - -
Derivative financial liabilities
Interest rate swaps 8,803 - 32 - 8,771
8. Borrowings and financial derivatives (continued)
2006 Carrying value Within 1 year 1-2 years 2-5 years More than 5 years
£'000 £'000 £'000 £'000 £'000
Non derivative financial liabilities
Bank and other loans 461,590 58,444 102,794 46,479 253,873
Finance lease liabilities 454 419 35 - -
Bank overdrafts 4,700 4,700 - - -
Trade and other payables 78,594 78,594 - - -
The Group has various borrowing facilities available to it. The undrawn
committed facilities available at 31 December 2007 in respect of which all
conditions precedent had been met at that date were as follows:
2007 2006
£'000 £'000
Expiring in one year or less
Build facilities 13 6,513
Other facilities 20,000 5,010
20,013 11,523
In addition, there are further committed facilities available where not all
conditions precedent have yet been met amounting to £330m (2006: £339m). Of
this amount £49m remains available only for completed properties and £50m only
for development properties, the remaining £231m is available for both.
Security for the Group's property development and investment financing is by way
of first charges over the properties to which they relate. In certain
instances, cross guarantees are provided within the Group.
The Group's gearing ratios are calculated as follows:
2007 2006
£'000 £'000
Net debt per balance sheet:
Cash and cash equivalents 56,316 55,143
Current borrowings (note 8) (240,234) (63,563)
Non-current borrowings (note 8) (354,917) (403,181)
Interest rate swaps liabilities (note 8) (8,803) -
Interest rate swaps assets 1,103 601
(546,535) (411,000)
Mark to market of interest rate swaps 6,828 (431)
Adjusted net debt (539,707) (411,431)
Basic net asset value 450,093 481,187
Adjusted net asset value (note 2(d)) 509,562 526,480
Basic gearing 121% 85%
Adjusted gearing 106% 78%
9. Deferred tax liabilities
Recognised deferred tax assets and liabilities are attributable to the
following:
Assets Liabilities Net
2007 2006 2007 2006 2007 2006
£'000 £'000 £'000 £'000 £'000 £'000
Investment property - - 11,563 27,103 11,563 27,103
Investment property under
development
- - 5,182 7,254 5,182 7,254
Development property held as
stock
(457) - - - (457) -
Property, plant and
machinery
(390) (449) - - (390) (449)
Investments in joint - - 7,465 9,592 7,465 9,592
ventures
Financial instruments (2,048) - - 129 (2,048) 129
Financial instruments
relating to investments in
joint ventures
(199) - - 149 (199) 149
Tax value of losses carried
forward
(8,243) (1,962) - - (8,243) (1,962)
Tax (assets) / liabilities (11,337) (2,411) 24,210 44,227 12,873 41,816
Set off of tax 11,337 2,411 (11,337) (2,411) - -
Net tax liabilities / - - 12,873 41,816 12,873 41,816
(assets)
Movement in temporary differences during the year:
Year ended 31 December 2007
At 31 Dec Recognised Recognised At 31 Dec
2006 Transfers in income in equity 2007
£'000 £'000 £'000 £'000 £'000
Investment property 27,103 3,140 (18,680) - 11,563
Investment property under
development
7,254 (3,663) - 1,591 5,182
Development property held as
stock
- 523 (980) - (457)
Property, plant and equipment (449) - 59 - (390)
Investments in joint ventures 9,741 - (2,801) 326 7,266
Financial instruments 129 - (1,763) (414) (2,048)
Tax value of losses carried (1,962) - (6,281) - (8,243)
forward
41,816 - (30,446) 1,503 12,873
Year ended 31 December 2006
At 31 Dec Recognised Recognised At 31 Dec
2005 Transfers in income in equity 2006
£'000 £'000 £'000 £'000 £'000
Investment property 47,193 3,870 (23,960) - 27,103
Investment property under
development
4,142 (3,870) - 6,982 7,254
Property, plant and equipment 1,395 - (1,794) (50) (449)
Investments in joint ventures - - 8,984 757 9,741
Financial instruments (5,042) - 3,300 1,871 129
Tax value of losses carried (2,433) - 471 - (1,962)
forward
45,255 - (12,999) 9,560 41,816
10. Capital and reserves
Issued
share Share Merger Retained Revaluation Hedging
capital premium reserve earnings reserve reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2006 30,435 169,957 40,177 129,508 17,531 (4,910) 382,698
Profit for the year - - - 71,483 - - 71,483
Investment property under development
- - - - 23,602 - 23,602
- revaluation
- - - - (6,982) - (6,982)
- deferred tax
Other property - - - - (495) - (495)
- revaluation
- - - - 50 - 50
- deferred tax
Effective hedges - - - - - 9,077 9,077
- movements
- - - - - (2,723) (2,723)
- deferred tax
Gains on hedging instruments transferred
to income statement
- - - - - (2,839) (2,839)
Deferred tax on gains transferred - - - - - 852 852
Share of joint venture valuation gain
(net of related tax)
- - - - 6,006 - 6,006
Share of joint venture movements in
effective hedges (net of related tax)
- - - - - 1,694 1,694
Transfer on completion or disposal of
investment property
- - - 21,659 (21,659) - -
Shares issued 328 3,068 - - - - 3,396
Own shares acquired - - - (2,420) - - (2,420)
Expenses of shares issued - (17) - - - - (17)
Fair value of share based payments - - - 865 - - 865
Dividends to shareholders - - - (3,060) - - (3,060)
At 31 December 2006 and 1 January 2007 30,763 173,008 40,177 218,035 18,053 1,151 481,187
Loss for the year - - - (37,475) - - (37,475)
Investment property under development
- - - - 7,368 - 7,368
- revaluation
- - - - (1,591) - (1,591)
- deferred tax
Other property - - - - 159 - 159
- revaluation
- - - - - - -
- deferred tax
Effective hedges - - - - - (1,280) (1,280)
- movements
- - - - - 384 384
- deferred tax
Gains on hedging instruments transferred
to income statement
- - - - - (101) (101)
Deferred tax on gains transferred - - - - - 30 30
Share of joint venture valuation gain
(net of related tax)
- - - - 4,810 - 4,810
Share of joint venture movements in
effective hedges (net of related tax)
- - - - - (1,076) (1,076)
Transfer on completion or disposal of
investment property
- - - 11,155 (11,155) - -
Shares issued 111 1,325 - - - - 1,436
Fair value of share based payments - - - 411 - - 411
Own shares acquired - - - (1,096) - - (1,096)
Dividends to shareholders - - - (3,073) - - (3,073)
At 31 December 2007 30,874 174,333 40,177 187,957 17,644 (892) 450,093
10. Capital and reserves (continued)
Share capital
Number of Ordinary shares
2007 2006
Authorised shares of 25p each 155,000,000 155,000,000
Issued at start of year - fully paid 123,050,658 121,739,993
Shares issued to long term incentive plan 157,662 420,458
Share options exercised 286,922 890,207
Issued at end of year - fully paid 123,495,242 123,050,658
The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at meetings of the
Company. All shares rank equally with regard to the Company's residual assets.
Merger reserve
This reserve represents the excess of the fair value over nominal value of
shares issued as part consideration for assets acquired.
Revaluation reserve
The revaluation reserve represents revaluations relating to investment
properties under development and land and buildings included in property, plant
and equipment less any related deferred tax.
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change
in the fair value of cash flow hedging instruments where the hedged transaction
has not yet occurred, less any related deferred tax.
Dividends
The following dividends were declared and paid during the year:
2007 2006
£'000 £'000
Final dividend for 2006 of 1.67p (2005: 1.67p) per 25p ordinary share 2,051 2,040
Interim dividend of 0.83p (2006: 0.83p) per 25p ordinary share 1,022 1,020
3,073 3,060
After the balance sheet date the following dividends were proposed by the
directors, for which no provision has been made:
2007 2006
£'000 £'000
Final dividend proposed of 1.67p per 25p ordinary share 2,062 2,055
11. Earnings per share and net asset value per share
The calculations of basic and adjusted earnings per share for the Group are as
follows:
Note 2007 2006
£'000 £'000
Earnings
Basic (and diluted) (37,475) 71,483
Adjusted 2(b) (62,938) (8,950)
Weighted average number of shares (thousands)
Basic 123,239 122,465
Dilutive potential ordinary shares (share options) 1,257 1,271
Diluted 124,496 123,736
Earnings per share (pence)
Basic (30.4) 58.4
Diluted (30.4) 57.8
Adjusted (50.6) (7.2)
Movements in the weighted average number of shares have resulted from the issue
of shares arising from the employee share based payment schemes.
The calculations of basic, adjusted and diluted net asset value per share for
the Group are as follows:
Note 2007 2006
£'000 £'000
Net assets
Basic 450,093 481,187
Adjusted pre dilution 2(d) 509,562 526,480
Outstanding share options 3,550 3,938
Adjusted diluted 513,112 530,418
Number of shares (thousands)
Basic 123,495 123,051
Outstanding share options 1,670 1,899
Diluted 125,165 124,950
Net asset value per share (pence)
Basic 364 391
Adjusted pre dilution 413 428
Adjusted diluted 410 425
This information is provided by RNS
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