Information  X 
Enter a valid email address

Green REIT PLC (GRN)

  Print      Mail a friend

Wednesday 14 August, 2019

Green REIT PLC

Preliminary Results

RNS Number : 9502I
Green REIT PLC
14 August 2019
 

 

 

 

PRELIMINARY RESULTS FOR THE YEAR TO 30 JUNE 2019

  

Dublin, 14 August, 2019 - Green REIT plc, ("Green REIT" or the "Company"), the Irish property investment company, today announces its results for the year ended 30 June 2019.

 

KEY FINANCIALS

 

 

30 June 2019

30 June 2018

Change

EPRA Earnings (Underlying net rental profit)

€44.6m

€36.9m

+21%

Profit after Tax*

€91.8m

€144.2m

-36%

Portfolio Value                                        

€1,533.7m

€1,424.4m

+8%

Property LTV

18.6%

15.5%

3.1pps

IFRS NAV

€1,305.0m

€1,251.6m

+4%

 

 

 

 

EPRA EPS

6.4 cent

5.3 cent

+21%

Basic EPS

13.1 cent

20.8 cent

-37%

Dividend per share - interim

2.8 cent

2.6 cent

+8%

Dividend per share - final**

See note 9

2.7 cent

n/a

IFRS NAV per Share

186.6 cent

180.3 cent

+4%

EPRA NAV per Share

187.1 cent

 178.9 cent

+5%

* Includes fair value movements on the Company's investment properties

**Please see note 9. The Company will be required, subject to remaining within the Irish REIT regime, to pay a further dividend by 31 March 2020 to bring the total dividend in respect of the year to 30 June 2019 to the minimum 85% payout level.

 

Portfolio Update

·     Contracted annual rent of €79.4 million at 30 June 2019 (30 June 2018: €71.7 million), or €83.0 million when rental income from lettings with terms agreed are included

·     WAULT of 8.5 years (30 June 2018: 8.8 years)

·     EPRA vacancy rate of 5.7% (30 June 2018: 4.4%), or 1% when lettings with terms agreed are also included

·     Portfolio now comprises 87% offices, 9% logistics and 4% mixed use, by value

·     Terms agreed for the retail space at One Molesworth Street, at an annual rent of €505,000, which will bring the building to full occupancy, delivering a total rent of €5.85 million per annum

·     Building I in Central Park completed in April 2019. Genesis Aircraft Services have signed a lease for the top two floors of the building (2,410 square metres (25,941 square feet)), for 20 years and with a tenant break at year 12. The Company has recently agreed terms with a party for the balance of Building I, extending to 7,260 square metres (78,117 square feet). Subject to completion of this lease, the total annual rent from Building I will be approximately €3.5 million, 13% ahead of our most recent annual rent projection in February 2019 of €3.1 million.

 

Development Update

·     Bunzl unit (10,700 square metres (115,000 square feet)) at Horizon Logistics Park commenced in February 2019 and is due for completion in Q1 of 2020 with an annual rent of €1.14 million

·     Kuehne+Nagel triggered their options for an extension to the unit delivered to them in Horizon Logistics Park in April 2018 by 7,400 square metres (80,000 square feet), which is under construction and due for completion in Q1 of 2020. The annual rent on the extension will be approximately €0.71 million, subject to final measurement when built, with no rent free period

·     Agreement signed with Vortex Aviation for unit D4 at Horizon Logistics Park at an annual rent of €0.43 million, on 4,160 square metres (44,800 square feet), for 20 years with first tenant break at year 10, and with nine months' rent free. Vortex Aviation is an aircraft maintenance company and part of the Kellstrom Group (US)

·     The completion of the units under construction at Horizon Logistics Park will bring the total number of units to 13, increasing the annual contracted rent to €6.5 million, or to €7.0 million including units D6 and D7 (on the assumption that they are leased at their current ERVs)

·     Planning consent granted in June 2019 for a 15,300 square metre (165,000 square feet) unit at Horizon Logistics Park

·     Planning application submitted in July 2019 for 47,364 square metres (509,826 square feet) of new office space over three new blocks at Central Park, in excess of previous estimate of 37,200  square metres (400,000 square feet) of lettable space

 

Gary Kennedy, Chairman of Green REIT plc, commented: "This has been another year of growth in our rental income and underlying earnings, with further positive contributions from our development schemes and asset management initiatives to the Company's income base. Our contracted annual rent is now up to €79.4 million, or €83.0 million when lettings from lease deals with terms agreed are included, representing an increase of 10% on the last reported contracted annual rent on 31 December 2018 of €75.5 million."

 

RECOMMENDED OFFER

 

As noted in the Sales Process Update announcement dated 31 July 2019, the independent committee of the Board entered into discussions with an affiliate of Henderson Park Capital Partners UK LLP (which together with its affiliates shall be referred to as "Henderson Park") regarding a possible offer to be made by Henderson Park for the issued, and to be issued, share capital of Green REIT.

 

The independent committee of the Board of Green REIT has now reached agreement with Henderson Park, on the terms of a recommended cash offer pursuant to which HPREF Dublin Office Bidco Limited ("Bidco"), an indirect wholly owned subsidiary of the Henderson Park Funds, will acquire the entire issued and to be issued share capital of the Company. Consequently, Bidco will imminently announce a firm intention to make an offer for Green REIT under Rule 2.5 of the Irish Takeover Rules.

 

 

Press enquiries

 

 

 

Drury | Porter Novelli

Billy Murphy

 

+353 1 260 5000 /

+353 87 231 3085

 

About Green REIT plc

Green REIT plc is an Irish Real Estate Investment Trust ("REIT") and is listed on the Irish and London Stock Exchanges. The Company was the first REIT established in Ireland following the introduction of REIT legislation by the Irish Government. The Company's stated strategy is to create a property portfolio consisting primarily of commercial property in Ireland to deliver income and capital growth through opportunistic investments, active property management and prudent use of debt finance. Please visit www.greenreitplc.com.

This announcement contains inside information. The person responsible for arranging for the release of this announcement on behalf of Green REIT is Niall O'Buachalla, Company Secretary. The date and time of this announcement is the same as the date and time it has been communicated to the media.

 

Responsibility statement

The directors of Green REIT accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

 

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Irish Takeover Panel Act 1997, Irish Takeover Rules 2013 (the "Irish Takeover Rules"), if any person is, or becomes, 'interested' (directly or indirectly) in, 1% or more of any class of 'relevant securities' of Green REIT, all 'dealings' in any 'relevant securities' of Green REIT  (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3.30pm (Irish/UK time) on the 'business' day following the date of the relevant transaction. This requirement will continue until the date on which the 'offer period' ends. If two or more persons cooperate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Green REIT, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

 

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

 

Interests in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

 

Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

 

Further Information

 

In accordance with Rule 19.9 of the Irish Takeover Rules, a copy of this announcement will be available on the Company's website at www.greenreitplc.com by no later than 12 noon on the business day following this announcement. The content of any website referred to in this announcement is not incorporated into, and does not form part of, this announcement.

 

This announcement is not intended to, and does not, constitute or form part of (1) an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, (2) the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, or (3) the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

 

The release, publication or distribution of this announcement in, into, or from, certain jurisdictions other than Ireland and the United Kingdom may be restricted or affected by the laws of those jurisdictions. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into, or from any such jurisdiction. Therefore persons who receive this announcement (including without limitation nominees, trustees and custodians) and are subject to the laws of any jurisdiction other than Ireland and the United Kingdom who are not resident in Ireland or the United Kingdom will need to inform themselves about, and observe any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction.

 

J.P. Morgan Securities plc (which conducts its UK and Ireland investment banking business as J.P. Morgan Cazenove) is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Green REIT and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Green REIT for providing the protections afforded to clients of J.P. Morgan or its affiliates, or for providing advice in relation to any matter referred to herein.

 

J&E Davy ("Davy"), which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for Green REIT and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Green REIT for providing the protections afforded to clients of Davy or for providing advice in connection with the matters referred to in this announcement.

 

No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company. No statement in this announcement constitutes an estimate of the anticipated financial effects of an acquisition of the Company, whether for the Company or any other person. Copies of the valuation opinions required under Rule 29.1(a) of the Irish Takeover Rules in relation to any asset valuations contained in this announcement will be contained in the firm offer announcement to be issued by Bidco.

 

                                                                                                                                                                                                                      


 

 

Green REIT plc

Consolidated statement of comprehensive income

 

 

 

Year Ended 30 June 2019

Year Ended 30 June 2018

 

Notes

Underlying pre-tax

Capital and other

Total

 

Underlying pre-tax

Capital and other

Total

 

 

 

€'000

€'000

€'000

€'000

€'000

€'000

 

 

 

 

 

 

 

 

Gross rental and related income

2

81,860

-

81,860

78,866

-

78,866

 

 

             

             

             

             

             

             

 

 

 

 

 

 

 

 

Rental income

2

69,919

-

69,919

67,906

-

67,906

Property Expenses

2

(3,195)

-

(3,195)

(2,548)

-

(2,548)

 

 

             

             

             

             

             

             

 

 

 

 

 

 

 

 

Net rental and related income

2

66,724

-

66,724

65,358

-

65,358

 

 

 

 

 

 

 

 

Net movement on fair value of investment properties

5

-

52,891

52,891

-

109,186

109,186

Investment Manager

 

 

 

 

 

 

 

  - base fee

17

(12,789)

-

(12,789)

(11,834)

-

(11,834)

  - performance fee

17

-

-

-

(7,773)

-

(7,773)

Administrative expenses

 

(2,431)

-

(2,431)

(2,060)

-

(2,060)

Sales Process Costs

3

-

(1,849)

(1,849)

-

-

-

 

 

             

             

             

             

             

             

 

 

 

 

 

 

 

 

Operating profit

 

51,504

51,042

102,546

43,691

109,186

152,877

Finance (expense)/income

4

(6,940)

(3,848)

(10,788)

(6,790)

(1,853)

(8,643)

 

 

             

             

             

             

             

             

 

 

 

 

 

 

 

 

Profit on ordinary activities before taxation

 

44,564

47,194

91,758

36,901

107,333

144,234

Income tax

 

-

-

-

-

-

-

 

 

             

             

             

             

             

             

 

 

 

 

 

 

 

 

Profit for the year after taxation

 

44,564

47,194

91,758

36,901

107,333

144,234

Other comprehensive income

 

-

-

-

-

-

-

 

 

____________

____________

____________

____________

____________

____________

Total comprehensive income for the year attributable to the shareholders of the Company

 

 

44,564

 

47,194

 

91,758

 

36,901

 

107,333

 

144,234

 

 

________

_________

_________

________

_________

_________

Basic earnings per share (cent)

10

 

 

13.1

 

 

20.8

Diluted earnings per share (cent)

10

 

 

13.1

 

 

20.6

EPRA earnings per share (cent)

10

 

 

6.4

 

 

5.3

 

 

 

 

_________

 

 

_________

The accompanying notes are an integral part of these financial statements.

 

Green REIT plc

Consolidated statement of financial position

as at 30 June

 

 

 

2019

2018

Assets

Note

€’000

€’000

Non-current assets

 

 

 

Investment properties

5

1,533,671

1,424,428

Financial Assets

6

-

389

Trade and other receivables

7

31,666

32,062

 

 

                  

                  

Total non-current assets

 

1,565,337

1,456,879

 

 

                  

                  

Current assets

 

 

 

Trade and other receivables

7

7,609

4,541

Restricted Cash

 

4,502

-

Cash and cash equivalents

 

49,244

48,470

 

 

                  

                  

Total current assets

 

61,355

53,011

 

 

                  

                  

Total assets

 

1,626,692

1,509,890

 

 

                

                

Equity

 

 

 

Share capital

8

69,946

69,435

Share premium

 

663,022

655,760

Performance fee share reserve

 

-

7,773

Retained earnings

 

572,072

518,647

 

 

                  

                  

Equity attributable to shareholders of the Company

 

1,305,040

1,251,615

 

 

                  

                  

Liabilities

 

 

 

Current liabilities

 

 

 

Amounts due to investment manager – base fee

 

3,250

3,115

Trade and other payables

12

30,171

24,745

Borrowings

13

-

70,534

 

 

                  

                  

Total current liabilities

 

33,421

98,394

 

 

                  

                  

Non-current liabilities

 

 

 

Borrowings

13

283,788

149,652

Financial Liabilities

6

3,459

-

Other Payables

12

984

10,229

 

 

                  

                  

Total non-current liabilities

 

288,231

159,881

 

 

                  

                  

Total liabilities

 

321,652

258,275

 

 

                 

                 

Total equity and liabilities

 

1,626,692

1,509,890

 

 

                

                

Basic net asset value per share (cent) 11                 186.6                    180.3

 

 

                

                

Diluted net asset value per share (cent)

11

186.6

178.9

 

 

                

                

EPRA net asset value per share (cent)

11

187.1

178.9

 

 

                

                

 

 

The accompanying notes are an integral part of these financial statements.

 

Green REIT plc

Consolidated statement of changes in equity

 

 

 

 

 

 

Performance

 

 

 

 

 

Share

Share

fee share

Retained

 

 

 

 

capital

premium

reserve

earnings

Total

 

 

 

€'000

€'000

€'000

€'000

€'000

 

 

 

 

 

 

 

 

At 30 June 2017

 

 

69,035

650,478

5,682

426,984

1,152,179

 

 

 

 

 

 

 

 

Total comprehensive income for the year

 

 

 

 

 

 

 

Profit for the year to 30 June 2018

 

 

-

-

-

144,234

144,234

Transactions with owners, recognised directly in equity

 

 

 

 

 

 

 

Investment Manager - performance fee shares issued

 

 

400

5,282

(5,682)

-

-

Investment Manager - performance fee share reserve

 

 

-

-

7,773

-

7,773

Dividends paid

 

 

-

-

-

(52,571)

(52,571)

 

 

 

                

                

                

                

                

 

 

 

 

 

 

 

 

At 30 June 2018

 

 

69,435

655,760

7,773

518,647

1,251,615

 

 

 

 

 

 

 

 

Total comprehensive income for the year

 

 

 

 

 

 

 

Profit for the year to 30 June 2019

 

 

-

-

-

91,758

91,758

Transactions with owners, recognised directly in equity

 

 

 

 

 

 

 

Investment Manager - performance fee shares issued

 

 

511

7,262

(7,773)

-

-

Investment Manager - performance fee share reserve

 

 

-

-

-

-

-

Dividends paid

 

 

-

-

-

(38,333)

(38,333)

 

 

 

                

                

                

                

                

 

 

 

 

 

 

 

 

At 30 June 2019

 

 

69,946

663,022

-

572,072

1,305,040

 

 

 

                

                

                

                

                

                 

The accompanying notes are an integral part of these financial statements.

 

                                                                                                                                             

                                                                                                                                             

 

Green REIT plc

Consolidated statement of cash flows

for the year ended 30 June

 

 

2019

2018

 

Note

€'000

€'000

Cash flows from operating activities

 

 

 

Profit for the year

 

91,758

144,234

Adjustments for:

 

 

 

-    Net movement on revaluation of investment

 

 

 

properties

5

(52,891)

(109,186)

-    Net movement on revaluation of financial assets

 

4

 

3,848

 

1,853

-    Finance expense

4

6,940

6,790

-    Investment Manager - performance fee

 

-

7,773

-    Increase in lease incentives

7

(4,395)

(8,510)

 

 

                  

                  

 

 

45,260

42,954

Changes in:

 

 

 

-    trade and other receivables

7

1,732

(2,436)

-    current liabilities and base fee due

12

5,561

5,779

-    long term other payables

12

(9,246)

3,005

 

 

                  

                  

Cash generated from operating activities

 

43,307

49,302

Interest paid

 

(6,071)

(5,869)

 

 

                  

                  

Cash inflow from operating activities

 

37,236

43,433

 

 

                  

                  

Cash flows from investing activities

 

 

 

Acquisition of investment properties

 

(767)

(13,467)

Capital expenditure on properties

 

(56,595)

(75,421)

Proceeds from sale of investment properties

5

1,169

155,161

Transfer to restricted cash

 

(4,502)

-

 

 

                  

                  

 

 

 

 

Net cash generated (used in)/from investing activities

 

(60,695)

66,273

 

 

                  

                  

Cash flows from financing activities

 

 

 

Dividends paid

 

(38,333)

(52,571)

Drawdowns under revolving credit facility

 

154,018

82,138

Costs associated with revolving credit facility

 

(1,643)

-

Repayments under revolving credit facility

 

(89,809)

(139,600)

 

 

                  

                  

 

 

 

 

Net cash inflow/(outflow) from financing activities

 

24,233

(110,033)

 

 

                  

                  

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

774

(327)

Cash and cash equivalents at beginning of year

 

48,470

48,797

 

 

                  

                  

Cash and cash equivalents at end of year

 

49,244

48,470

 

 

                  

                  

The accompanying notes are an integral part of these financial statements.

 

Green REIT plc

Notes

 

Notes to the Financial Statements

 

1      Basis of preparation and significant accounting policies

 

Basis of preparation

The financial information in this announcement was approved by the Board of Directors on 14 August 2019 and does not comprise statutory financial statements for the year ended 30 June 2019, within the meaning of the Companies Acts 2014.  The financial information has been derived from the group financial statements for the year ended 30 June 2019, which will be finalised, reported on by the auditors, published on the Group's website and filed with the Companies Registration Office in due course.  

 

These consolidated unaudited financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union, which comprise standards and interpretations approved by the International Accounting Standards Board, and the Companies Act 2014.  All accounting policies are consistent with the prior year as detailed in the 2018 annual report, with the exception of the adoption of IFRS 9 and IFRS 15, which did not have a material impact.

 

 

 

2

Gross and net rental and related income

2019

     2018

 

 

€'000

€'000

 

 

 

 

 

Gross rental and related income

 

 

 

Gross rental income

69,231

57,731

 

Spreading of tenant lease incentives/rent free periods

688

10,175

 

Service charge income

11,941

10,960

 

 

                  

                  

 

Gross rental and related income

81,860

78,866

 

 

 

 

 

Service charge expenses

(11,941)

(10,960)

 

Property operating expenses

(3,195)

(2,548)

 

 

                  

                  

 

 

 

 

 

Net rental and related income

66,724

65,358

 

 

                  

                  

 

 

3     Sales process costs

 

2019

2018

 

€'000

€'000

 

             

             

 

 

 

Total sales process costs

1,849

-

 

             

             

 

Sales process costs are legal and professional costs relating to the ongoing sales process and are of a non-routine nature.

 

In the case of a successful conclusion to the sales process the financial advisors of the Company will be entitled to a success fee.

  

Green REIT plc

Notes (continued)

 

 

4

Finance expense

2019

2018

 

 

€'000

€'000

 

 

 

 

 

Loan interest

(4,528)

(5,362)

 

Swap payments

(542)

-

 

Commitment fees

(829)

(356)

 

Loan cost amortisation

(1,037)

(1,068)

 

Bank fees and other costs

(4)

(4)

 

 

                  

                  

 

 

(6,940)

(6,790)

 

Fair value movement of interest rate swaps

(3,848)

(1,853)

 

 

                  

                  

 

Net finance expense

(10,788)

(8,643)

 

 

                  

                  

 

 

 

5

 Investment properties

 

 

 

 

 

 

 

 

2019

2019

2019

2018

2018

2018

 

 

Investment Property

Development Property

Total

Investment Property

Development Property

Total

 

 

€'000

€'000

€'000

€'000

€'000

€'000

 

 

 

 

 

 

 

 

 

At beginning of year

1,409,448

14,980

1,424,428

1,307,096

74,325

1,381,421

 

Additions:

 

 

 

 

 

 

 

-    Acquisitions including related costs

767

-

767

13,467

-

13,467

 

-    Capital additions

5,847

50,907

56,754

4,378

71,137

75,515

 

Reclassification to development

(1,274)

1,274

-

(5,604)

5,604

-

 

Reclassification to investment

66,997

(66,997)

-

197,500

(197,500)

-

 

Disposals

(1,169)

-

(1,169)

(155,161)

-

(155,161)

 

Change in fair value

40,355

12,536

52,891

47,772

61,414

109,186

 

 

                  

                  

                

                  

                  

                

 

 

 

 

 

 

 

 

 

Balance at 30 June 

1,520,971

12,700

1,533,671

1,409,448

14,980

1,424,428

 

 

                  

                  

                

                  

                  

                

                 

 

 

The market value of the Group's investment properties, as determined by the Group's external valuers, differs from the value presented in the balance sheet due to the Group presenting tenant lease incentives separately.  

 

The €67 million reclassification between development property and investment property relates mainly to Building I in Central Park, with the remainder relating to a number of units in Horizon Logistics Park.
 

Green REIT plc

Notes (continued)

 

6

Derivative financial (liability)/asset

2019

2018

 

 

€'000

€'000

 

 

             

             

 

 

 

 

 

Total derivative financial (liability)/asset

(3,459)

389

 

 

             

             

 

The derivative financial asset represents interest rate hedges entered into in respect of the Group's borrowings.

 

 

 

7      Trade and other receivables

 

2019

2018

 

€'000

€'000

Current

 

 

Tenant lease incentives

4,495

3,703

Trade receivables

1,222

747

Other receivables

1,892

3,569

 

                  

                  

 

7,609

8,019

Non-Current

 

 

Tenant lease incentives

30,136

26,533

Other receivables

1,530

2,051

 

                  

                  

 

31,666

28,584

 

_________

_________

Total trade and other receivables

39,725

36,603

 

                  

                  

 

 

 

Green REIT plc

Notes (continued)

 

8      Share capital

 

Authorised and issued share capital

 

 

 

2019

2018

Ordinary shares of €0.10 each

Number

Number

 

 

 

Authorised

1,000,000,000

1,000,000,000

 

                      

                      

 

 

 

Allotted, called up and fully paid

 

 

Issued for cash

666,969,696

666,969,696

Issued to settle 2015 Performance Fee

13,895,291

13,895,291

Issued to settle 2016 Performance Fee

9,482,718

9,482,718

Issued to settle 2017 Performance Fee

4,007,197

4,007,197

Issued to settle 2018 Performance Fee

5,114,736

-

 

                      

                      

In issue at 30 June

699,469,638

694,354,902

 

                      

                      

 

On 5 October 2018, the Company issued 5,114,736 shares to the Investment Manager. These shares were issued to meet the Company's obligation with respect to the performance fee payable in respect of the year ended 30 June 2018.

 

9      Dividends

 

In accordance with the Irish REIT regime, the Group is required, subject to having sufficient distributable reserves, to distribute to its shareholders (by way of dividend), at least 85% of the Property Income of the Property Rental Business arising in each Accounting Period. For the year ended 30 June 2019 the Property Income of the Property Rental Business of the Group is calculated as follows:

 

2019

2018

 

€'000

€'000

 

 

 

Profit for the period after taxation

91,758

144,234

 

 

 

Less net movement on fair value of investment properties

(52,891)

(109,186)

Net movement on fair value of financial assets

3,848

1,853

 

               

               

Property Income of the Property Rental

 

 

Business

42,715

36,901

 

               

               

85% thereof (minimum dividend payable)

36,308

31,366

 

               

               

 

The Board declared a dividend on 18 September 2018, in respect of the year to 30 June 2018, of 2.7 cent per share, or €18.7 million, which was paid on 19 October 2018, bringing the total dividends paid for that year to 5.3 cent per share, or 100% of the Property Income. On 1 April 2019 the Company paid a dividend of 2.8 cent per share, or €19.6 million, in respect of the six months to 31 December 2018. The Company will be required, subject to remaining within the Irish REIT regime, to pay a further dividend by 31 March 2020 to bring the total dividend in respect of the year to 30 June 2019 to the minimum 85% level set out above.

 

Green REIT plc

Notes (continued)

 

10    Earnings per share

 

Basic and diluted earnings per share

 

Profit attributable to ordinary shareholders

 

2019

2018

 

€'000

€'000

 

 

 

Profit for the period, attributable to the owners of the company

91,758

144,234

EPRA adjustment

 

 

- deduction of fair value movement on investment properties

(52,891)

(109,186)

- addition of fair value movement on financial assets

3,848

1,853

- addition of non-routine sale process costs

1,849

-

 

___________

___________

EPRA Earnings

44,564

36,901

 

                      

                      

 

Weighted average number of ordinary shares

 

2019

2018

 

Number

Number

 

 

 

Effect of shares in issue on 1 July  

694,354,902

690,347,705

Effect of performance fee shares issued

4,007,711

3,172,822

 

                      

                      

 

 

 

Weighted average number of ordinary shares - basic

698,362,613

693,520,527

 

                      

                      

 

 

 

Performance fee shares payable - dilutive effect

-

5,114,736

 

                      

                      

 

 

 

Weighted average number of ordinary shares - diluted

698,362,613

698,635,263

 

                      

                      

 

 

 

Basic earnings per share (cent)

13.1

20.8

Diluted earnings per share (cent)

13.1

20.6

EPRA Earnings per share (cent)

6.4

5.3

 

                      

                      

 

 

 

 

 

 


 

 

 

 

 

Green REIT plc

Notes (continued)

 

11    Net asset value per share

 

2019

2018

 

 

 

 

 

 

Net assets as at 30 June ('000)

€1,305,040

€1,251,615

EPRA Adjustment - Add/(Deduct) fair value of financial derivatives ('000)

€3,459

(€389)

 

___________

___________

EPRA Net Assets as at 30 June ('000)

€1,308,499

€1,251,226

 

                      

                      

 

 

 

Ordinary shares in issue at 30 June

699,469,638

694,354,902

Performance fee shares issuable

-

5,114,736

 

___________

___________

Ordinary shares including Performance Fee shares issuable

699,469,638

699,469,638

 

                      

                      

 

 

 

Basic NAV per share (cent)

Diluted NAV per share (cent)

186.6

186.6

180.3

178.9

EPRA NAV per Share (cent)

187.1

178.9

 

                      

                      

 

EPRA NAV per Share excludes the net mark to market adjustment to the value of financial instruments which are used for hedging purposes and where the Company has the intention of keeping the hedge position until the end of the contractual duration and is calculated on a fully diluted basis. 

 

 

 

Green REIT plc

Notes (continued)

 

12

Trade and other payables

 

2019

2018

 

 

 

€'000

€'000

 

 

 

 

 

 

Accrued expenditure

 

12,060

8,438

 

Deferred income and income received in advance

 

7,906

8,224

 

Trade Creditors

 

445

1,006

 

Provision for Service Charge

 

2,032

1,188

 

VAT

 

1,257

461

 

Other creditors

 

6,471

5,428

 

 

 

______

______

 

Total trade and other payables - current

 

30,171

24,745

 

 

 

 

 

 

Long term other creditors

 

983

10,229

 

 

 

______

______

 

 

 

31,154

34,974

 

 

 

            

            

 

             

13    Borrowings

 

2019

2018

 

€'000

€'000

 

 

 

Current

 

 

Revolving credit facility

-

70,534

 

 

 

Non-current

 

 

Bank of Ireland Central Park facility

149,923

149,652

Revolving credit facility

133,865

-

 

________

________

Total borrowings

283,788

220,186

 

                

                

 

 

 

 

 

 

The increase in borrowings during the period is as a result of drawdowns to fund the ongoing development capital expenditure programme.

 

 

Green REIT plc

Notes (continued)

 

14    Subsequent events

 

On 15 April 2019, the Board of the Company announced that, following a comprehensive and carefully considered review of the strategic options available to the Company to maximise value for its shareholders, it had taken a decision to initiate a process for the sale of the Company or its portfolio of assets. This was primarily due to the persistent and structural discount in its share price relative to its underlying net asset value. Initial proposals were received based upon publicly available information, with selected interested parties invited to carry out further due diligence and submit "best and final" bids no later than Thursday 25 July 2019. Having assessed the bids received as part of the sales process in detail, with the assistance of its advisers, the Company announced on 31 July 2019 that an independent committee of the Board had entered into discussions with an affiliate of Henderson Park Capital Partners UK LLP ("Henderson Park") regarding a possible offer to be made by Henderson Park for the issued, and to be issued, share capital of the Company. The completion of any offer would be subject to customary conditions for an offer for an Irish public company. The independent committee of the Board has now reached agreement with Henderson Park, on the terms of a recommended cash offer pursuant to which HPREF Dublin Office Bidco Limited ("Bidco"), an indirect wholly owned subsidiary of the Henderson Park Funds, will acquire the entire issued and to be issued share capital of the Company. Consequently, Bidco will imminently announce a firm intention to make an offer for Green REIT under Rule 2.5 of the Irish Takeover Rules.

 

15    Capital commitments

 

The Group has entered into a number of development contracts to develop buildings at various locations. The total capital commitment, for contracts entered into at the 30 June 2019, over the next 12 to 24 months is €26.8 million.

 

16    Contingent liabilities

 

As stated in Note 3 (Sales Process Fees), the financial advisors of the Company will be entitled to a success fee upon completion of a sale of the Company.

 

17    Related party transactions

 

(a)  Subsidiaries

 

The Company's subsidiaries are detailed in the 2018 Annual Report.

 

The Company transacts with its 100% owned and controlled subsidiaries and has provided them with the necessary funding to facilitate the acquisition of the assets that now form part of the Group's overall assets. 

 

(b) Investment Manager - Green Property REIT Ventures DAC

 

Green Property REIT Ventures DAC is a related party by virtue of providing key management services to the Company. These services are set out in the IMA entered into on 12 July 2013.

 

Investment Manager role and responsibilities

The Investment Manager identifies possible property acquisitions for, and opportunities with a view to investment by, the Company by reference to the Company's investment policy and strategy and will be entitled to consult with professional advisers to assist it. Further information is included in our annual report.

Green REIT plc

Notes (continued)

 

17    Related party transactions (continued)

 

(b) Investment Manager - Green Property REIT Ventures DAC (continued)

 

Base fee

The base fee is paid to the Investment Manager in cash quarterly in arrears.  The base fee in respect of each quarter is calculated by reference to 1% per annum of EPRA NAV for that quarter. The total base fee earned by the Investment Manager in the period amounted to €12.8 million (2018: €11.8 million)

 

Performance fee

The performance fee is designed to incentivise and reward the Investment Manager for generating returns to shareholders. Further information is included in the 2018 annual report.

 

No performance fee (2018: €7.7m) was earned for the year ended 30 June 2019 as the required hurdle was not reached.

 

Shareholding

At 30 June 2019, Green Property REIT Ventures held 32,499,942 ordinary shares in the Company. These shares were issued in full settlement of the performance fees for the years to 30 June 2015, 2016, 2017 and 2018.

 

(c)   Directors and key management personnel

 

The key management personnel of the Company are its Directors. During the year to 30 June 2019, the Company incurred Directors' fees, including taxes and expenses of €0.45 million (2018: €0.3 million).  There is no other Director or key management compensation paid by the Company.  

 

 

EPRA Performance Measure

Unit

Definition of Measure

Jun-19

Jun-18

EPRA Earnings

€'000

Recurring earnings from core operational activities

44,564

36,901

EPRA Earnings per share ('EPRA EPS')

Cents

EPRA earnings divided by the weighted average basic number of shares

6.4

5.3

Diluted EPRA EPS

Cents

EPRA earnings divided by the diluted weighted average number of shares

6.4

5.3

EPRA Net Asset Value ('EPRA NAV')

€'000

Net assets adjusted to exclude the fair value of financial instruments

1,308,499

1,251,226

EPRA NAV per share

Cents

EPRA net assets divided by the number of shares at the balance sheet date on a diluted basis

187.1

178.9

EPRA triple net assets ('EPRA NNNAV')

€'000

EPRA net assets amended to include the fair value of financial instruments and debt

1,305,040

1,251,615

EPRA NNNAV per share

Cents

EPRA triple net assets divided by the number of shares at the balance sheet date on a diluted basis

186.6

178.9

EPRA cost ratio including vacancy costs

%

Administrative and operating costs, including direct vacancy costs, divided by gross rental income. Costs include Investment Manager base and performance fees.

26.3%

35.7%

EPRA cost ratio excluding vacancy costs

%

Administrative and operating costs, excluding direct vacancy costs, divided by gross rental income. Costs include Investment Manager base and performance fees.

25.2%

34.9%

EPRA vacancy rate

%

ERV of non-development vacant space as a percentage of ERV of the whole portfolio of non-development space

5.7%

4.4%

EPRA Net Initial Yield (NIY)

%

Annual passing rents at the balance sheet date, less non-recoverable property operating expenses, divided by the market value of income producing property, increased by estimated purchasers' costs.

4.5%

3.9%

EPRA 'topped-up' NIY

%

EPRA NIY adjusted for the expiration of rent free periods (or other unexpired lease incentives such as discounted rent periods and step rents.)

4.6%

4.7%

APPENDIX - EPRA PERFORMANCE MEASURES

 

Forward-looking Statements

 

This preliminary announcement may contain certain forward-looking statements, which are subject to risks and uncertainties because they relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company or the industry in which it operates, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements referred to in this paragraph speak only as at the date of this announcement. The Company will not undertake any obligation to release publicly any revision or updates to these forward-looking statements to reflect future events, circumstances, unanticipated events, new information or otherwise except as required by law or by any appropriate regulatory authority.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
END
 
 
FR SFSEDDFUSEEA

a d v e r t i s e m e n t