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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Pacific Ind | LSE:PILR | London | Ordinary Share | GB00BYV8MN78 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 119.00 | 117.00 | 121.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMPILR
RNS Number : 9020W
Pacific Industrial & Log REIT PLC
20 November 2017
Pacific Industrial & Logistics REIT plc
("Pacific Industrial & Logistics," the "Company" or the "Group")
Interim results for the six months ended 30 September 2017
Strong underlying performance during transformational period
Pacific Industrial & Logistics REIT plc, (AIM: PILR) the specialist UK industrial and logistics REIT, issues its interim financial results for the half year ended 30 September 2017.
Hot Features
Premium
Highlights 30 Sep 30 Sep
17 16
-------------------------- ------- -------
Income statement
EPRA earnings (GBPm) 0.2 0.4
EPRA EPS (p) 0.5 3.9
Adjusted EPS (p)* 2.4 3.9
Reported profit (GBPm) 3.1 2.6
Net rental income (GBPm) 1.5 1.0
Interim dividends (p) 1.23 3.00
Balance sheet
EPRA NAV per share (p) 116.12 117.77
Net borrowing (GBPm) 18.4 15.4
LTV (%) 19.7 51.3
*Adjusted EPS reflects earnings from underlying operating business adjusting for the LTIP charge
Transformational period
-- GBP53.0m of equity capital raised from new
and existing investors in August 2017, increasing
market capitalisation by over 200%
-- GBP45.5m invested in an off-market acquisition
of nine logistics assets at 7.3% net initial
yield in September 2017
Portfolio metrics reflect sustainable income and growth
-- Property valuation uplift of GBP2.8m, with
the portfolio owned at 1 April 2017 increasing
by 7.5% during the period compared to IPD
All Property Capital Growth of 2.4%
-- Portfolio valuation at 30 September 2017 of
GBP93.4m, reflecting an average net initial
yield of 6.7% representing an increase of
GBP10.2m, or 12.3%, when compared to purchase
prices
-- Portfolio occupancy of 98.1% and WAULT of
5.4 years (4.4 years at 31 March 2017)
-- Rent reviews during period increased passing
rents by an average of 15.9%
-- High-quality tenant base includes: Culina,
XPO, Sainsbury's, Travis Perkins and Puma
Post period highlights
-- On 10 November 2017, purchased site in Leeds
for GBP2.8m at 6.8% net initial yield
-- On 16 November 2017, disposed of site in Bedford
for GBP5.8m, representing an IRR of c. 43%
and a net initial yield of 6.0%
Outlook
-- Strong tenant demand for strategically located
urban supply chain assets, driving focus on
single-let units in the GBP3m - GBP10m price
bracket
-- Rising rental growth due to mismatched demand
and supply of facilities and increased land
prices and build costs
-- Strong acquisition pipeline with Group in
advanced stage of acquiring a portfolio of
assets
Dividends
-- Interim dividend for the financial year ended
31 March 2017 of 0.23 pence
-- Interim dividend for the financial year ended
31 March 2018 of 1.00 pence
Nigel Rich, Chairman, commented:
"We have continued to make good progress assembling a high-quality portfolio of industrial and logistics assets, accelerated by our recent placing which significantly increased the scale of the business. Having acquired a portfolio of nine industrial and logistics assets during the period, all of which have the potential to achieve strong income and capital returns for the Group, we are also in an advanced stage of negotiations to acquire further properties from our pipeline of opportunities.
"Our focus is on the 'last mile' needs of a diverse tenant base, especially those responding to the opportunities of e-commerce and supply chain development. This in turn creates opportunities to enhance shareholder returns through careful asset selection and our asset management initiatives."
- Ends -
For further information contact:
Pacific Industrial & Logistics REIT plc Richard Moffitt Christopher Turner Sam Tucker +44 (0)20 7591 1600 Canaccord Genuity - Nominated Adviser and Broker Bruce Garrow Charlie Foster +44 (0)20 7523 8000 Montfort - Financial PR and IR adviser Nick Miles Olly Scott +44 (0)78 1234 5205
About Pacific Industrial & Logistics REIT
Pacific Industrial & Logistics REIT plc is a property investment company, quoted on the AIM market of the London Stock Exchange, (AIM: PILR).
The Company has been established to invest in UK based industrial and logistics properties with the objective of generating attractive dividends and capital returns for its shareholders. Its investment strategy focuses on strategically located smaller single-let industrial and logistics properties servicing high-quality tenants. Investment returns will be generated by an experienced management team focusing on quality stock selection and active asset management.
A number of structural and commercial factors currently support the attractive opportunity in the last mile/regional industrial and logistics real estate sub-sectors targeted by the Company, including: strong occupier demand, (driven by the growth of e-commerce and investment by retailers in their associated supply chain) and a decline in the supply of lettable space in industrial and logistics real estate across the UK (being more than one third lower than the most recent peak of 2009).
Acquisitions are targeted in the 6.5-7.5% net initial yield bracket, with affordable underlying rents in the region of GBP4.50-GBP5.50 per sq ft, on an overall LTV of 35-40% and a significant margin over financing costs, thus presenting attractive income, capital growth and total return opportunities.
Chairman's statement
We have made good progress implementing our strategy of focusing on industrial and logistics assets in the 'last mile' of the supply chain, serving a diverse and high-quality tenant base. The first half of this financial year has been a transformational period for the Company, during which it deployed a substantial proportion of its capital growing its portfolio; raising additional equity of GBP53m which increased its market capitalisation by over 200% and further diversified its shareholder base.
In our sub-sector of the real estate market, we continue to believe in the relative attractions of our focus on modern urban logistics assets which benefit from structural growth and display highly defensive characteristics; including, high occupancy and security of income, which provide the opportunity for rental growth.
As the government continues to navigate Britain's uncertain passage through the Brexit process, investors are naturally drawn to companies that can offer asset-backed income. The Company continues to construct a portfolio that offers secure income from good quality tenants, with the prospect of an attractive total return through asset management initiatives.
Investment activity
The Company acquired a portfolio of nine logistics assets for GBP45.5m on 28 September 2017. The acquisition was sourced off-market at a net initial yield of 7.3% and was in line with the Company's investment strategy.
Since the financial period end, a logistics asset has been acquired in Leeds for a total consideration of GBP2.8m and a property in Bedford has been sold from our portfolio for a total consideration of GBP5.8m, representing a strong return for the Group that is 64% above cost when purchased at IPO, 19% above book value at 31 March 2017 and represents an IRR of approximately 43%. With the balance of the August 2017 fundraising remaining to be deployed, together with available bank facility debt, the Company is at an advanced stage of acquiring a portfolio of assets from its pipeline. In addition, further acquisition opportunities are in the execution phase.
Financial results
The Group's financial performance from the underlying portfolio for the period was positive, with net rental income totalling GBP1.5m. Profit, pre-interest and LTIP charge and gain on the fair value of investment properties, was GBP1.1m. The EPRA NAV per share at 30 September 2017 was 116.12 pence.
The period under review has seen a significant equity raise which has increased the market capitalisation of the business. Whilst positive for the Group in the medium term, this in turn has diluted earnings for the financial period, compared to the prior year, in the short term.
At the half year, the enlarged portfolio of properties was valued at GBP93.45m, with the portfolio in place at 1 April 2017 increasing in value by 7.5% over the six-month period, driven principally by active asset management rather than yield compression.
The Group has a debt facility with Santander totalling GBP50m, of which GBP18.4m was drawn at year end - further amounts are to be drawn down against new assets to be acquired in due course. This facility has a term of three years. The loan to value (LTV) at 30 September 2017 was 19.7% which will increase as further acquisitions are made by the Group. In the medium term the Group's target LTV is 35-40%. The term facility is in the course of being re-negotiated with Santander to accommodate a longer term of five years and improvement in margin.
Dividends
The Board has declared a third interim dividend for the financial year ended 31 March 2017 of 0.23 pence per share and an interim dividend relating to the half year ended 30 September 2017 of 1.00 pence per ordinary share. These will be paid as property income distributions (PIDs) on or around 22 December 2017 to shareholders on the register at the close of business on 1 December 2017. The ex-dividend date will be 30 November 2017.
Management agreement
In August 2017, and in conjunction with the capital raise, the terms of the management agreement with Pacific Capital Partners Limited were amended. With effect from 17 August 2017, a new management fee of 0.95 per cent. per annum of the Group's EPRA NAV, payable quarterly in arrears was put in place. The existing LTIP was also amended at that time, with the performance over the period from IPO to 13 July 2017 crystallised, such that there is now an EPRA NAV element to the calculation and the annualised hurdle has been increased from 8% to 9%.
Outlook
The Board believes that the Manager has delivered an encouraging performance since IPO in April 2016 based on its active asset management, with rent reviews and lease renegotiations driving rental and capital growth. The Board believes that by consolidating a quality regional and urban logistics portfolio across established logistics regions and adjacent to cities across the Midlands, the Group will offer investors exposure to a sector that provides yield and attractive returns. As the funds raised during the period are invested in properties, this should benefit the second half of the financial year and shareholders will see this impact come through for the full financial year.
As companies operating in business-to-consumer and business-to-business markets drive demand for strategically located supply chain assets, the urban logistics 'last mile' real estate asset class remains appealing. We see strong drivers of rental growth remaining in the logistics market due to the imbalance between occupational supply, increase of land prices and build costs and continuing demand for distribution space.
We are confident that we are assembling a portfolio of properties that will generate good returns for shareholders in the foreseeable future.
Nigel Rich CBE, Chairman
Manager's report
The urban logistics sub-sector of the UK real estate market is attracting investor interest due to the general shortage of higher yielding, liquid assets. The sub-sector's underlying fundamentals remain strong in the face of the Brexit process, as consumer and business-facing companies continue to migrate online, increasing sales by 16% to GBP133 billion in 2016 and forecast to grow a further 14% in 2017, (Source: CoStar). Demand for regional warehouse space remains high and supply is constrained, driving rental growth. For example, MSCI figures show logistics assets in Leeds and Birmingham witnessed rental growth of over 7.5% in the 12 months to Q2/17.
As occupiers increase their use of smart technology, for example transport automation and robotics, warehouse occupiers will need to find locations close to city centres as same day delivery becomes ever more important. The rise of same-day delivery across the UK in particular has led to an increase in smaller distribution warehouses that are closer to the customer. Our focus is on single-let sites, rather than multi-let, as we believe in the attractions of minimal service charges, efficiency of operation, (compared to those of large multi-let sites) and a more stream-lined approach to asset management led initiatives.
The Group will continue exploiting the significant opportunity in this sub-sector of the UK industrial and logistics market due to strong tenant demand, limited stock and current lack of speculative development. Through the Manager's access, track record and experience, we are well-placed to continue sourcing attractive new acquisition and asset management opportunities, whilst remaining disciplined in our investment approach.
Portfolio update: investment and valuation growth
CBRE independently valued the portfolio at the period end in accordance with the RICS Valuation - Professional Standards, (the 'Red Book'). The portfolio's market value was GBP93.4 million, compared with the assets' combined purchase price of GBP83.2 million, excluding purchaser costs. This represents an increase of GBP10.2 million or 12.3%, when compared to the purchase prices. The valuation increase reflects our focus on asset management and buying well-located sites. It also highlights our success in sourcing off-market deals at attractive prices for the Group.
The Group acquired a further nine assets during the period, such that at the period end the portfolio comprised:
Tenant Location Acquired Cost* Net Book Value (GBP'000) Size
(GBP'000) (sq ft)
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
Price's Patent Candles Ltd Bedford Apr 16 2,200 2,390 44,195
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
Jas Bowman & Sons Ltd Bedford Apr 16 2,675 3,325 39,306
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
The BSS Group Ltd Northampton Apr 16 750 900 13,633
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
ACO Technologies plc Bedford Apr 16 1,675 3,025 41,603
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
Blackburn Metals Ltd Bedford Apr 16 1,250 1,750 24,380
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
Ball and Young Ltd Bedford Apr 16 1,100 1,650 22,535
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
Ideal Industries Ltd Bedford Apr 16 2,850 2,300 42,392
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
P W Gates Distributions Ltd Bedford Apr 16 2,300 5,485 59,607
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
Marshall Thermo King Ltd Dunstable Apr 16 600 900 9,912
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
Winit (UK) Ltd Bardon Apr 16 6,000 6,350 73,791
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
Void(1) Bedford Apr 16 1,393 1,629 21,137
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
Professional Fulfilment Services Ltd Bedford Apr 16 1,394 1,631 21,161
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
Arqadia Ltd Bedford Apr 16 2,813 3,290 42,700
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
Void(2) Chesterfield Jan 17 4,659 5,800 108,873
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
PUMA United Kingdom Ltd Leeds Mar 17 6,050 6,250 63,979
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
HID Corporation Ltd Haverhill Sep 17 4,090 4,300 37,355
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
Culina Logistics Ltd Haverhill Sep 17 14,150 14,900 194,965
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
XPO Transport Solutions UK Ltd Leigh Sep 17 3,340 3,340 39,720
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
XPO Transport Solutions UK Ltd Motherwell Sep 17 2,420 2,560 100,832
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
Void(3) Nuneaton Sep 17 6,710 6,710 130,508
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
XPO Supply Chain UK Ltd Hinckley Sep 17 3,280 3,280 62,082
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
XPO Transport Solutions UK Ltd Normanton Sep 17 6,110 6,110 94,102
-------------------------------------- -------------- ---------- ----------- ------------------------- ----------
J. Sainsbury plc Hoddesdon Sep 17 3,950 4,030 45,018
-------------------------------------- -------------- ---------- ----------- ------------------------- ---------- Travis Perkins (Properties) Ltd Hoddesdon Sep 17 1,480 1,540 10,935 -------------------------------------- -------------- ---------- ----------- ------------------------- ---------- Total at 30 September 2017 83,239 93,445 1,344,721 ------------------------------------------------------------------ ----------- ------------------------- ----------
* Excluding purchaser costs
1. Void from 24 March 2017.
2. Void from 1 June 2017 - rent guarantee in place until 31 December 2017.
3. Void from 28 September 2017 - rent guarantee in place until 27 September 2019.
The Group's acquisitions have proven to be quality investments, providing a diverse mixture of tenancies and asset management opportunities, which have the potential to provide both income growth and capital appreciation.
At the period end, the average size of the portfolio's properties was 61,124 sq ft with a weighted average unexpired lease term of 5.4 years, (4.4 years at 31 March 2017).
Portfolio highlights
During the period, a number of initiatives were undertaken to improve the portfolio's valuation. Select highlights include:
P W Gates, Bedford
The property is located to the north west of Bedford, within the Elms Farm Industrial Estate. It is a 59,607 sq ft logistics unit that sits c.1.0 miles from the A421. It is a well maintained and configured warehouse with a good covenant.
During the period, the Manager introduced a new tenant at GBP6.29 sq. ft. on a 10-year lease with a 5-year break. The previous rent was GBP6.00 sq ft with a 3-year unexpired lease term.
Features: annual passing rent - GBP375,050; size - 59,607 sq ft; rent - GBP6.29 per sq ft; tenure - freehold.
Winit UK, Bardon
This is an established facility in a leading distribution location close to the M1 motorway. It is a modern unit with three bays and minimum eaves height of 10 meters.
During the period, a tenant break option was removed and there has been an improvement in expected reversion.
Features: annual passing rent - GBP356,000; size - 73,791 sq ft; rent - GBP4.82 per sq ft; tenure - freehold
BSS Group, Northampton
This is a well configured warehouse with two bays and a trade counter. It is located in an established commercial location in the heart of Northampton, an area that has witnessed strong rental growth this year.
During the period, a rent review was settled at an increase of 11% to the annual passing rent.
Features: annual passing rent - GBP71,500; size - 13,633 sq ft; rent - GBP5.24 per sq ft; tenure - freehold
Financial results
Operating profit for the period was GBP3.3 million. There were two principal drivers of this positive performance. The first was the portfolio's strong rental income, following successful rent reviews and lease extensions which at the period end equated to a running yield of 6.7%. The second was the successful asset management undertaken during the period which was in line with our Investment Policy and undertaken across a number of sites, with further initiatives available to the Manager.
Administrative and other expenses, which include the Manager's fee, (excluding the LTIP charge) and other costs of running the Group, were GBP0.4 million, equivalent to 0.5% of the portfolio's market value at 30 September 2017. EPRA cost ratio, including vacancy costs, was 28.6% for the period - with the vacancy rate a low 1.9% at period end.
Investment activity
After the period end, the Manager purchased a logistics asset at Victoria Road, Seacroft, Leeds for a total consideration of GBP2.8 million. The purchase price represents a net initial yield of 6.8% and the site has a rent of GBP5.00 per sq ft, with reversionary potential. It comprises a modern 41,494 sq ft logistics warehouse which is let to Komori UK Limited and Pharmacy2u Limited on leases through to 2020 and 2022 respectively. Both have outstanding rent reviews. We note that this site recently won best 'New Facility' at The Logistics Awards 2017, which recognises operational excellence among companies within the logistics and supply chain sectors.
Also after the period end, the Company completed the sale of a site located at Hammond Road, Bedford, for a total consideration of GBP5.8 million, representing a net initial yield of 6.0%. The disposal follows the recent letting of the property on a 10-year lease to P W Gates (mentioned above) and the total consideration is a 64% gain on the asset's cost when purchased at the time of the Company's April 2016 IPO, representing an IRR of approximately 43% and a 19% premium to book value as at 31 March 2017.
The focus of the Manager will be to continue acquiring attractive assets with the potential for rental growth in light of the current market dynamic of diminishing supply and increasing occupier demand.
The Company intends to deploy the proceeds of the disposal together with the remaining equity from the recent fundraising and its available debt funding resources back into its high-quality pipeline of industrial and logistics opportunities. These include a portfolio of assets which is being held under an exclusivity arrangement with due diligence well progressed and a number of other suitable portfolios and assets that meet the Company's investment criteria.
Market overview
The industrial and logistics market in the UK continues to see resilient occupier demand outweighing available supply. Under-investment in the sector is due to substantial barriers to entry, including: the cost of replacement; availability of land; planning constraints and letting risk. These factors create a supply constraint of quality industrial and logistics assets across the UK.
Strong occupier demand, owing to the growth in e-commerce and investment by retailers and suppliers in e-fulfilment supply chain capability, also means that there is sustained low void across strategic locations with good links to transport infrastructure.
During 2017 we have seen total return potential supported by structural growth and strong ongoing rental growth prospects. The sharp fall in sterling following the EU referendum should continue to support exports and the manufacturing sector, with e-commerce growth also expected to provide strong cyclical and structural support.
The logistics market's total return in H1/17 was 5.0%, an improvement on H1/16 (4.4%) and H2/16 (4.1%) (Source: CBRE). This improvement is driven by stronger capital growth with stable rental growth over the period, although we expect this to pick-up and be reflected over the full calendar year.
A wider range of facilities will underpin the sector's future transformation, notably XXL warehouses, (with several floors) and urban logistics centres, where we are focused. Speculative development remains subdued as occupiers shift to purpose-built factories and development finance remains limited in the current economic climate.
Market outlook
The Board and the Manager believe that this sub-sector of the real estate market continues to show resilience in the context of wider economic and political uncertainty.
Underlying market conditions remain favourable for UK business and we see ongoing activity across our diverse occupier base of SMEs, logistics firms and larger companies.
The UK continues to be one of the fastest-growing adopters of online retail and there is a requirement for tenants to develop their e-fulfilment capability accordingly. As such, strategic regions across the UK are experiencing year-on-year improvements in leasing activity. In the longer-term, demand for sites will fluctuate with economic drivers including: the value of sterling; manufacturing and production exports; domestic consumption; and Brexit. However, the UK has relatively high barriers to entry, (compared to other European markets) with respect to planning and development, so we expect sustainable growth for the foreseeable future.
Target market
Yields on target investment sites in the GBP3 - GBP10 million range remain approximately 1.0% higher than those of larger lots over GBP10 million as investors and larger real estate investment trusts are typically focused on larger lot sizes. Smaller lots trade at a discount to more institutional grade assets due to the reduced weight of money targeting this stock. The Manager is focused on maintaining and building existing tenant relationships with a view to extending the Group's reputation as a leader in the smaller lot size logistics market.
Supply
Supply levels for logistics properties peaked in 2009 following a period of speculative development in the run-up to the economic downturn. Following strong occupational demand over recent years, there is now a significant shortage and supply levels appear to be stabilising, having risen in recent years.
Whilst there have been recent steps towards the speculative development of smaller floorplate buildings, this has yet to result in availability matching the requirement for take-up across the UK. Indeed, supply is focussing more on second-hand space with new and early marketed space, (units within six months of practical completion) contracting (Source: CBRE Logistics Report H1 2017 - The Property Perspective). Supply remains low by historical standards and there remains a lack of land allocated for warehouse development, particularly across the Midlands where interest and enquiries are being registered on schemes that have yet to secure planning permission. There remain very few large strategic sites across the Midlands that are in a position to quickly move forward and meet demand. We also note that since the EU referendum there has been a reduction in speculative commitments by developers whilst good quality demand has held up.
The logistics sector will also be impacted by the introduction of the Minimum Energy Efficiency Standard (MEES) regulations from April 2018 which will prevent 'substandard' property, where an EPC falls below the minimum standard of an E banding, from being let.
Demand
Demand for smaller lot size warehouses has been strong in recent years, the underlying drivers being a lack of new building availability and high replacement cost. The Manager will continue to focus on purchasing sites below replacement cost.
We note that online retail accounted for a third of all take-up during H1/17 and was the most acquisitive sector, taking greater space than traditional grocery chains and other retailers.
Another significant feature of demand is the emergence of new locations, traditionally seen as secondary. These have come to the fore due to the limited supply in many prime areas around London. For example, in the South East the lack of supply has led to occupiers considering alternative locations elsewhere - with the South West and West Midlands achieving take-up well above long-run averages.
Acquisitions
Investment volumes remain high and the sector is undeniably popular. The sector's superior returns in 2016 allied to projected rental growth prospects have proven highly attractive to both existing and new entrants. With alternative assets generally providing low returns there is continued search for yield and growth. With the pricing gap between logistics property and 10-year gilt yields remaining as wide as it has been since 2010, we are well positioned to continue to achieve our target returns for our investors.
Richard Moffitt
17 November 2017
Independent Review Report to Pacific Industrial & Logistics REIT plc
1. Introduction
We have been engaged by the Pacific Industrial & Logistics REIT plc ("the Company") to review the condensed set of financial statements in the interim report for the six months ended 30 September 2017 which comprise the Condensed Consolidated Statement of Comprehensive Income, the Condensed Consolidated Statement of Financial Position, the Condensed Consolidated Cash Flow Statement and the Condensed Consolidated Statement of Changes in Equity and related explanatory notes.
We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information in the condensed set of financial statements.
This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the AIM Rule 18. Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report or the conclusions we have reached.
2. Directors' responsibility
The interim report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with AIM Rule 18.
As disclosed in note 2, the annual financial statements of the group are prepared in accordance with IFRS as adopted by the European Union. It is the responsibility of the directors to ensure that the condensed set of financial statements included in this interim report have been prepared on a basis consistent with that which will be adopted in the Group's annual financial statements.
3. Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the interim report based on our review.
4. Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council for use in the United Kingdom.
A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
5. Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim report for the six months ended 30 September 2017 is not prepared, in all material respects, in accordance with the requirements of the AIM rules.
Nexia Smith & Williamson
Statutory Auditor
Chartered Accountants
25 Moorgate
London
EC2R 6AY
17 November 2017
Condensed Consolidated Statement of Comprehensive Income
Six months to Period to Year ended
30 Sep 17 30 Sep 16 31 Mar 17
(unaudited) (unaudited) (audited)
Note GBP'000 GBP'000 GBP'000
-------------------------------------------------------------------- ----- -------------- ------------ -----------
Rental income 1,530 988 2,277
Cost of sales (72) (10) (25)
Gross income 1,458 978 2,252
Administrative and other expenses (377) (234) (499)
Long-term incentive plan charge 8 (597) (17) (34)
-------------------------------------------------------------------- ----- -------------- ------------ -----------
Operating profit before changes in fair value of
investment properties and interest rate derivatives 484 727 1,719
-
Changes in fair value of investment property 10 2,829 2,383 3,881
-------------------------------------------------------------------- ----- -------------- ------------ -----------
Operating profit 3,313 3,110 5,600
Finance income 3 - 2
Finance expense 5 (321) (327) (600)
Changes in fair value of interest rate derivatives 13 61 (174) (115)
-------------------------------------------------------------------- ----- -------------- ------------ -----------
Profit before taxation 3,056 2,609 4,887
-------------------------------------------------------------------- ----- -------------- ------------ -----------
Tax credit/(charge) for the period 6 - - -
-------------------------------------------------------------------- ----- -------------- ------------ -----------
Profit and total comprehensive income (attributable to the
shareholders) 3,056 2,609 4,887
-------------------------------------------------------------------- ----- -------------- ------------ -----------
Earnings per share - basic 7 9.28p 44.33p 46.80p
Earnings per share - diluted 7 9.25p 43.66p 46.40p
EPRA earnings per share 7 0.50p 3.85p 7.82p
Condensed Consolidated Statement of Financial Position
Six months Period Year
to to ended
30 Sep 30 Sep 31 Mar
17 16 17
(unaudited) (unaudited) (audited)
Note GBP'000 GBP'000 GBP'000
------------------------------- ----- ------------ ------------ ----------
Non-current assets
Investment property 10 93,445 29,900 43,420
------------------------------- ----- ------------ ------------ ----------
Total non-current assets 93,445 29,900 43,420
Current assets
Trade and other receivables 1,561 181 535
Cash and cash equivalents 6,541 1,890 1,680
------------------------------- ----- ------------ ------------ ----------
Total current assets 8,102 2,071 2,215
------------------------------- ----- ------------ ------------ ----------
Total assets 101,547 31,971 45,635
------------------------------- ----- ------------ ------------ ---------- Current liabilities Trade and other payables (2,272) (860) (632) Deferred rental income (584) (513) (676) ------------------------------- ----- ------------ ------------ ---------- Total current liabilities (2,856) (1,373) (1,308) Non-current liabilities Long term rental deposits (784) (670) (645) Redeemable preference - (2,000) - share Interest rate derivatives 13 (54) (174) (115) Bank borrowings 12 (18,247) (15,147) (18,196) ------------------------------- ----- ------------ ------------ ---------- Total non-current liabilities (19,085) (17,991) (18,956) ------------------------------- ----- ------------ ------------ ---------- Total liabilities (21,941) (19,364) (20,264) ------------------------------- ----- ------------ ------------ ---------- Total net assets 79,606 12,607 25,371 ------------------------------- ----- ------------ ------------ ---------- Equity Share capital 14 681 103 215 Share premium 15 71,832 9,787 20,454 Share warrant reserve 89 91 91 Other reserves 15 17 34 Retained earnings 6,989 2,609 4,577 ------------------------------- ----- ------------ ---------- Total equity 79,606 12,607 25,371 ------------------------------- ----- ------------ ------------ ---------- Net Asset Value per share basic 17 116.87p 122.18p 118.26p Net Asset Value per share diluted 17 116.04p 116.47p 115.64p EPRA Net Asset Value diluted 17 116.12p 117.77p 116.11p
Condensed Consolidated Cash Flow Statement
Six months Period Year
to to ended
30 Sep 30 Sep 31 Mar
17 16 17
(unaudited) (unaudited) (audited)
Note GBP'000 GBP'000 GBP'000
------------------------------ ----- ------------ ------------ ----------
Cash flows from operating
activities
Profit for the period
(attributable to equity
shareholders) 3,056 2,609 4,887
Less: changes in fair
value of investment
property 10 (2,829) (2,383) (3,881)
Add/(less) changes in
fair value of interest
rate derivatives 13 (61) 174 115
Less: finance income (3) - (2)
Add: finance expense 5 321 327 600
Long-term investment
plan 8 597 17 34
Increase in trade and
other receivables (1,025) (159) (513)
Increase in trade and
other payables 1,533 582 551
------------------------------ ----- ------------ ------------ ----------
Cash generated from
operations 1,589 1,167 1,791
Net cash flow generated
from operating activities 1,589 1,167 1,791
------------------------------ ----- ------------ ------------ ----------
Investing activities
Purchase of investment
properties 10 (5,879) - (12,022)
Acquisition of a subsidiary,
net of cash acquired 11 (41,160) (26,135) (26,135)
Net cash flow used in
investing activities (47,039) (26,135) (38,157)
------------------------------ ----- ------------ ------------ ----------
Financing activities
Proceeds from issue
of ordinary share capital 53,053 10,177 21,453
Proceeds from issue
of preference shares - 2,000 2,000
Redemption of preference
shares and interest
payment - - (2,076)
Cost of share issue 15 (1,828) (196) (693)
Bank borrowings drawn - 15,525 20,475
Bank borrowings repaid - (175) (2,070)
Loan arrangement fees
paid - (240) (287)
Interest paid 5 (270) (233) (446)
Dividends paid to equity
holders 9 (644) - (310)
------------------------------ ----- ------------ ------------ ----------
Net cash flow generated
from financing activities 50,311 26,858 38,046
------------------------------ ----- ------------ ------------ ----------
Net increase in cash
and cash equivalents
for the period 4,861 1,890 1,680
------------------------------ ----- ------------ ------------ ----------
Cash and cash equivalents 1,680 - -
at start of period
------------------------------ ----- ------------ ------------ ----------
Cash and cash equivalents
at end of period 6,541 1,890 1,680
------------------------------ ----- ------------ ------------ ----------
Condensed Consolidated Statement of Changes in Equity
Share Share Share Other Retained Total
capital premium warrant reserves earnings
reserves
Six months ended GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
30 September 2017
(unaudited)
---------------------------- --------- --------- ---------- ---------- ---------- --------
1 April 2017 215 20,454 91 34 4,577 25,371
---------------------------- --------- --------- ---------- ---------- ---------- --------
Profit for the period - - - - 3,056 3,056
---------------------------- --------- --------- ---------- ---------- ---------- --------
Total comprehensive
income - - - - 3,056 3,056
Dividends to shareholders - - - - (644) (644)
Long term incentive
plan 5 611 - (19) - 597
Issue of Ordinary
Shares 461 50,752 (2) - - 51,211
30 September 2017 681 71,817 89 15 6,989 79,591
---------------------------- --------- --------- ---------- ---------- ---------- --------
Year ended 31 March
2017 (audited)
8 December 2015 - - - - - -
---------------------------- --------- --------- ---------- ---------- ---------- --------
Profit for the period - - - - 4,887 4,887
---------------------------- --------- --------- ---------- ---------- ---------- --------
Total comprehensive
income - - - - 4,887 4,887
Dividends to shareholders - - - - (310) (310)
Long term incentive
plan - - - 34 - 34
Issue of Ordinary
Shares 215 20,454 91 - - 20,760
31 March 2017 215 20,454 91 34 4,577 25,371
---------------------------- --------- --------- ---------- ---------- ---------- --------
8 December 2015 - - - - - -
---------------------------- --------- --------- ---------- ---------- ---------- --------
Profit for the period - - - - 2,609 2,609
---------------------------- --------- --------- ---------- ---------- ---------- --------
Total comprehensive
income - - - - 2,609 2,609
Long term incentive
plan - - - 17 - 17
Issue of Ordinary
Shares 103 9,787 91 - - 9,981
---------------------------- --------- --------- ---------- ---------- ---------- --------
30 September 2016 103 9,787 91 17 2,609 12,607
---------------------------- --------- --------- ---------- ---------- ---------- --------
Notes to the Interim Financial Statements
1. Corporate information
Pacific Industrial & Logistics REIT plc (the "Company") and its subsidiaries (the "Group") carry on the business of property lettings throughout the United Kingdom. The Company is a public limited company incorporated and domiciled in England and Wales and listed on the AIM Market of The London Stock Exchange. The registered office address is 124 Sloane Street, London, SW1X 9BW.
2. Basis of preparation
The interim financial information in this report has been prepared using accounting policies consistent with IFRS as adopted by the European Union. IFRS is subject to amendment and interpretation by the International Accounting Standards Board (IASB) on the IFRS Interpretations Committee and there is an ongoing process of review and endorsement by the European Commission. The financial information has been prepared on the basis of IFRS that the Directors expect to be adopted by the European Union and applicable as at 31 March 2018. The Group has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing the interim financial information.
The Group's financial information has been prepared on a historical cost basis, except for investment property and derivative interest rate caps which have been measured at fair value.
The functional currency of the Group is considered to be pounds sterling as this is the currency of the primary environment in which the company operates.
Going concern
The Directors have reviewed the current and projected financial position of the Group, making reasonable assumptions about future trading performance. As part of the review, the Group has considered its cash balances, its debt maturity profile, including undrawn facilities, and the long-term nature of the tenant leases.
On the basis of this review, and after making due enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the interim financial statements.
Statutory accounts
Financial information contained in this document foes not constitute statutory accounts within the meaning of section 434 of Companies Act 2006 (the "Act"). The statutory accounts for the year ended 31 March 2017 have been filed with the Registrar of Companies. The report of the auditors on those statutory accounts was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Act.
The financial information for the six months ended 30 September 2017 and the period ended 30 September 2016 is unaudited.
3. Significant accounting judgements, estimates and assumptions
The preparation of the financial statements in conformity with the generally accepted accounting practices requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the statement of financial position date and the reported amounts of revenue and expenses during the reporting period.
Business combinations
The Group acquires subsidiaries that own real estate. At the time of acquisition, the Group considers whether each acquisition represents the acquisition of a business or the acquisition of an asset. The Group accounts for an acquisition as a business combination where an integrated set of activities is acquired in addition to the property.
Where such acquisitions are not judged to be the acquisition of a business, they are not treated as business combinations. Rather the cost to acquire the corporate entity is allocated between identifiable assets and liabilities of the entity based upon their relative fair values at the acquisition date. Accordingly, no goodwill or additional deferred tax arises.
Long-term incentive plan
In determining the fair value of the long-term incentive plan and the related charge to the statement of comprehensive income, the group makes assumptions about future events and market conditions.
In particular, judgement must be formed as to the likely number of shares that will vest, and the fair value of each award granted.
The fair value is determined using a valuation model which is dependent on a number of assumptions of the Group's future dividend policy and the future volatility in the price of the group's shares. Such assumptions are based on publicly available information and reflects market expectation. Different assumptions about these factors to those made by the group could materially affect the reported value of long-term investment plan.
Details of the Group's long-term incentive plan can be found in note 8.
Fair value of investment property
The market value of investment property is determined by real estate valuation experts, to be the estimated amount for which a property should exchange on the date of the valuation in an arm's length transaction. Each property has been valued on an individual basis. The valuation experts use recognised valuation techniques and the principles of IFRS 13.
The valuations have been prepared in accordance with RICS Valuation - Professional Standards January 2017 (the "Red Book"). Factors reflected include current market conditions, annual rentals, lease lengths and location. The significant methods and assumptions used by the valuers in estimating the fair value of investment property are set out in note 10.
4. Principal accounting policies
The accounting policies applied by the Group in this interim report are the same as those applied by the Group in the consolidated financial statements for the year ended 31 March 2017. These accounting policies are set out below:
Basis of consolidation
The financial statements consolidate the accounts of the Company and all subsidiary undertakings drawn up to the same period end.
Business combinations
The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. At the Group level, acquisition costs are recognised in the Statement of Comprehensive income as incurred.
The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date.
Subsidiaries are entities which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than 50% of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.
Subsidiary entities are consolidated from the date on which control is transferred to the Group and are deconsolidated from the date on which control ceases. In respect of subsidiaries, inter-company transactions and unrealised gains on intra-group transactions are eliminated on consolidation.
The financial information of the subsidiaries is prepared for the same reporting periods as the parent company, using consistent accounting policies.
Segmental reporting
IFRS 8 requires operating segments to be identified on the basis of internal reports that are regularly reported to the chief operating decision maker to allocate resources to the segments and to assess their performance. Following strategic review, the directors consider there to be only one reportable segment, being the investment in the United Kingdom of medium size industrial warehouses.
Investment properties
Investment properties comprises completed property that is held to earn rentals or for capital appreciation or both.
Investment properties are initially recognised at cost including transactions costs. Transaction costs include transfer taxes and professional fees for legal services. Subsequent to initial recognition investment properties are carried at fair value, as determined by real estate valuation experts. Gains or losses arising from change in fair value is recognised in the statement of comprehensive income in the period in which they arise.
On disposal of an investment property, the difference between the disposal proceeds and the carrying amount is recognised in the statement of comprehensive income.
Financial instruments
Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument.
Financial assets
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost, using the effective interest rate method.
A provision is established for irrecoverable amounts when there is objective evidence that amounts due under the original payment terms will not be collected. The amount of any provision is recognised in the statement of comprehensive income.
Cash and cash equivalents are recognised initially at fair value and subsequently measured at amortised cost. Cash and cash equivalents comprise cash in hand, deposits held with banks and other short-term, highly liquid investments with original maturities of three months or less.
Financial liabilities
Financial liabilities, equity instruments and warrant instruments issued by the Group are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost using the effective interest rate method.
Derivative financial instruments
Derivative financial instruments, comprising interest rate caps and swaps for hedging purposes, are initially recognised at cost and are subsequently measured at fair value being the estimated amount that the Group would receive or pay to terminate the agreement at the period end date, taking into account current interest rate expectations and the current credit rating of the Group and its counterparties. The gain or loss at each fair value measurement date is recognised in the statement of comprehensive income. Premiums payable under such arrangements are initially capitalised into the statement of financial position, subsequently they are remeasured and held at their fair values.
Hedge accounting has not been applied in these financial statements.
Borrowing costs
Borrowing costs in relation to interest charges on bank borrowings are expensed in the period to which they relate. Fees incurred in relation to the arrangement of bank borrowings are capitalised and expensed on a straight-line basis over the term of the loan.
Revenue recognition
Revenue is recognised to the extent that it is probable that economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, VAT and other sales taxes or duties.
Rental income from operating leases on properties owned by the Company is accounted for on a straight-line basis over the term on the lease. Rental income excludes service charges and other costs directly recoverable from tenants.
Dividends
Dividends on equity shares are recognised when they become legally payable. In the case of interim dividends, this is when paid. In the case of final dividends, this is when approved by the shareholders at the Annual General Meeting.
5. Finance expense
Six months to Period to Year ended
30 Sep 17 30 Sep 16 31 Mar 17
(unaudited) (unaudited) (audited)
For the six months ended GBP'000 GBP'000 GBP'000
--------------------------------------------------- -------------- ------------ -----------
Interest on bank borrowings 270 233 446
Amortisation of loan arrangement fees 51 37 78
Interest on preference shares - 57 76
---------------------------------------------------- -------------- ------------ -----------
321 327 600
--------------------------------------------------- -------------- ------------ -----------
Changes in fair value of interest rate derivative (61) 174 115
---------------------------------------------------- -------------- ------------ -----------
(61) 174 115
--------------------------------------------------- -------------- ------------ -----------
6. Taxation
As a REIT, the Group is exempt from corporation tax on the profits and gains from its property investment business, provided it continues to meet certain conditions as per REIT regulations. For the period ending 30 September 2017, the Group did not have any non-qualifying profits and accordingly there is no tax charge in the period. Any non-qualifying profits and gains however will continue to be subject to corporation tax.
7. Earnings per share
The calculation of the basic earnings per share ("EPS") was based on the profit attributable to ordinary shareholders divided by the weighted average number of ordinary shares outstanding during the period, in accordance with IAS 33.
Six months to Period to Year ended
30 Sep 17 30 Sep 16 31 Mar 17
(unaudited) (unaudited) (audited)
For the six months ended GBP'000 GBP'000 GBP'000
------------------------------------------------------------------------ -------------- ------------ -----------
Profit attributable to Ordinary Shareholders
Total comprehensive income (GBP'000) 3,056 2,609 4,887
------------------------------------------------------------------------- -------------- ------------ -----------
Weighted average number of Ordinary Shares in issue 32,929,276 5,886,056 10,441,474
Basic earnings per share (pence) 9.28p 44.33p 46.80p
------------------------------------------------------------------------- -------------- ------------ -----------
Number of diluted shares under option/warrant 88,860 90,810 90,510
Weighted average number of Ordinary Shares for the purpose of dilutive
earnings per share 33,018,136 5,976,866 10,531,984
------------------------------------------------------------------------- -------------- ------------ -----------
Diluted earnings per share (pence) 9.25p 43.66p 46.40p
------------------------------------------------------------------------- -------------- ------------ -----------
Adjustments to remove:
Changes in fair value of investment property (GBP'000) (2,829) (2,383) (3,881)
Changes in fair value of interest rate derivatives (GBP'000) (61) 174 115
------------------------------------------------------------------------- -------------- ------------ -----------
EPRA earnings (GBP'000) 166 400 1,121
EPRA adjusted diluted earnings per share 0.50p 3.85p 7.82p
------------------------------------------------------------------------- -------------- ------------ -----------
Adjustments to add back:
LTIP crystallisation 616 - -
------------------------------------------------------------------------ -------------- ------------ -----------
Adjusted earnings (GBP'000) 782 400 1,121
Adjusted earnings per share 2.37p 3.85p 7.82p
------------------------------------------------------------------------- -------------- ------------ -----------
The profit before tax for the six-month period to 30 September 2017 includes a GBP0.62m charge in relation to the crystallisation of the Long-Term Incentive Plan ("LTIP"). The Directors believe that a more appropriate measure to assess the underlying operating performance of the business is to add back the LTIP crystallisation charge to the EPRA earnings for the period.
8. Long-term incentive plan ("LTIP")
The Company has a Long-Term Incentive Plan ("LTIP"), accounted for as an equity settled share based payment. At 30 September 2017, Pacific Industrial LLP, an affiliate of Pacific Investments Limited, has subscribed for 1,000 B Ordinary Shares of GBP0.01 each and 1,000 C Ordinary Shares of GBP0.01 each issued in Pacific Industrial & Logistics Limited, a subsidiary of the Company, as detailed.
Fair Value Charge
at Grant for the
Period
Date options Class of Number GBP'000 GBP'000
granted Share
-------------- ------------ -------- ----------- ---------
April 2016 A Ordinary 1,000 76 590
April 2016 B Ordinary 1,000 307 4
August 2017 C Ordinary 1,000 131 3
--------------- ----------- -------- ----------- ---------
597
--------------------------- -------- ----------- ---------
On 13 July 2017, the A Ordinary Shares were crystallised and the resulting value was paid by way of the issue of 520,557 Ordinary Shares to Pacific Industrial LLP, an affiliate of the Manager.
Following the completion of the placement of Ordinary Shares in Pacific Industrial & Logistics REIT plc (the "Company") on 17 August 2017, the Company amended the existing LTIP adopted at the time of IPO.
The new LTIP will have an EPRA NAV element and a share price element and will be assessed on: i) 30 September 2020 (the "First Calculation Date") and ii) 30 September 2023 (the "Second Calculation Date"). The EPRA NAV element will be 10 per cent. of the excess of the EPRA NAV per Ordinary share return over an annualised 9 per cent. hurdle, multiplied by the number of Ordinary shares in issue at the relevant calculation date. The share price element will be 10 per cent. of the excess of the share price return over an annualised 9 per cent. hurdle, multiplied by the number of Ordinary shares in issue at the relevant calculation date.
At the First Calculation Date, the share price element and the EPRA NAV element hurdle shall be calculated by reference to the Placing Price.
At the Second Calculation Date, if a payment has been made at the First Calculation Date under either element, the hurdle for that element at the Second Calculation Date shall be re-set to be based on the prevailing EPRA NAV per Ordinary Share/share price as at the First Calculation Date (as applicable). If no payment is made under an element at the First Calculation Date, then the hurdle for that element shall continue to be calculated by reference to the Placing Price.
9. Dividends
Six months Period Year ended
to to
30 Sep 30 Sep 31 Mar
17 16 17
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
------------------------------- ------------ ------------ -----------
Ordinary dividends paid
2017 Interim dividend:
3.00p per share - - 310
2017 Second interim dividend: 644 - -
3.00p per share
Total dividends paid 644 - 310
-------------------------------- ------------ ------------ -----------
The Board has declared a third interim dividend for the financial year ended 31 March 2017 of 0.23 pence per share and an interim dividend relating to the period ended 31 March 2018 of 1.00 pence per ordinary share. These have not been recognised in the financial statements and both will be paid on or around 22 December 2017 to shareholders on the register at the close of business on 1 December 2017. The ex-dividend date will be 30 November 2017.
10. Investment properties
In accordance with IAS 40 "Investment Property", investment property is carried at its fair value as determined by an external valuer. This valuation has been conducted by CBRE and has been prepared as at 31 March 2017, in accordance with the RICS valuation - Professional Standards January 2017 (the "Red Book").
The valuations have been prepared in accordance with those recommended by the International Valuation Standards Committee and are consistent with the principles in IFRS 13.
Investment Investment
properties properties
freehold leasehold Total
GBP'000 GBP'000 GBP'000
----------------------------- ------------ ------------ ---------
As at 1 April 2017 41,040 2,380 43,420
Property additions through
business combinations 25,956 15,361 41,317
Property additions through
acquisitions 5,870 9 5,879
Change in fair value during
the period 2,809 20 2,829
------------------------------ ------------ ------------ ---------
As at 30 September 2017 75,675 17,770 93,445
------------------------------ ------------ ------------ ---------
11. Business combinations
On 28 September 2017, the Group obtained sole control of Citruz Prop 4 Sarl, Citruz General Partner 2 Limited and Citruz Haverhill Limited, property investment companies incorporation in Luxembourg, England and Wales and Jersey respectively, through the acquisition of the entire issued share capital in the companies.
The table below sets out the provisional fair values to the Group in respect of this acquisition.
Book Redemption Fair Total
Value of Liabilities Value
Adjustments
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- --------- ---------------- ------------- --------
Investment properties 40,868 - 449 41,317
Cash - - - -
Other receivables 719 - (719) -
Finance liabilities (37,116) 37,116 - -
Other liabilities (157) - - (157)
---------------------------
Total 4,314 37,116 (350) 41,160
--------------------------- --------- ---------------- ------------- --------
Net cash outflow arising
on acquisition:
Total consideration 41,160
Cash and cash equivalents -
acquired
--------------------------- --------- ---------------- ------------- --------
Cash consideration
net of cash acquired 41,160
--------------------------- --------- ---------------- ------------- --------
12. Bank borrowings
Any associated fees in arranging the bank borrowings that are unamortised as at the period end are offset against amounts drawn on the facilities as shown in the following table:
Six months Period Year
to to ended
30 Sep 31 Mar
30 Sep 17 16 17
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
---------------------------- ------------ ------------ ----------
Falling due in more than
one year
Bank borrowings drawn:
due in more than one year 18,405 15,350 18,405
Less: unamortised costs (158) (203) (209)
---------------------------- ------------ ------------ ----------
Total bank borrowings
per the Condensed Group
Statement of Financial
Position 18,247 15,147 18,196
---------------------------- ------------ ------------ ----------
13. Interest rate derivatives
The Group has used interest rate swaps to mitigate exposure to interest rate risk. The total fair value of these contracts are recorded in the statement of financial position. The interest rate derivatives are marked to market by the relevant counterparty banks on a quarterly basis in accordance with IAS 39. Any movement in the fair value of the interest rate derivatives are taken to finance costs in the statement of comprehensive income.
Six months Period Year
to to ended
30 Sep 30 Sep 31 Mar
17 16 17
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
--------------------------- ------------ ------------ ----------
Non-current liabilities:
derivative interest rate
swaps:
At beginning of period (115) - -
Change in fair value in
the period 61 (174) (115)
--------------------------- ------------ ------------ ----------
(54) (174) (115)
--------------------------- ------------ ------------ ----------
14. Share capital
30 Sep 30 Sep
17 17
(unaudited) (unaudited)
Number GBP'000
-------------------------- ------------ ------------
Issued and fully paid up
at 1p each 68,114,724 681
---------------------------- ------------ ------------
At beginning of period 21,452,210 215
Issued and fully paid - 5,000 -
11 May 2017
Issued and fully paid -
17 August 2017 46,657,514 466
At 30 September 2017 68,114,724 681
---------------------------- ------------ ------------
On 11 May 2017, 5,000 warrant shares were redeemed for an issue price of 97.0 pence per share.
On 17 August 2017, Pacific Industrial & Logistics REIT plc raised GBP53.0 million through the issue of 46,086,957 Ordinary shares at an issue price of 115.0 pence per share.
On 17 August 2017, 50,000 warrant shares were redeemed for an issue price of 97.0 pence per share.
On 13 July 2017, an element of the Company's long-term incentive plan crystallised and the resulting value was paid by way of the issue of 520,557 Ordinary shares on 17 August 2017.
At 30 September 2017, there were 2,962,000 warrant shares in issue. Each warrant holder has the right to subscribe for Ordinary shares on the basis of one new Ordinary share for each warrant held at a strike price of 97.0 pence per Ordinary share.
15. Share premium
Share premium relates to amounts subscribed for share capital in excess of nominal value less any associated issued costs that have been capitalised.
Six months Period Year
to to ended
30 Sep 30 Sep 31 Mar
17 16 17
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
---------------------------- ------------ ------------ ----------
Balance brought forward 20,454 - -
Share premium on the issue
of ordinary shares 52,595 9,983 21,147
Crystallisation of LTIP 611 - -
- Ordinary A shares
Share issue costs (1,828) (196) (693)
----------------------------- ------------ ------------ ----------
71,832 9,787 20,454
---------------------------- ------------ ------------ ----------
16. Related party transactions
Transactions between the Company and its subsidiaries are in the normal course of business. Such transactions are eliminated on consolidation.
During the period, the amount approved for services provided by Pacific Capital Partners Limited (the "Manager") totalled GBP0.19 million. The total amount outstanding at the period end relating to the Investment Management Agreement was GBP0.19 million.
Acquisition of investment properties
During the period, the Group incurred fees totalling GBP205,000 from M1 Agency LLP, a partnership in which Richard Moffitt is a partner, in relation to the acquisition of nine investment properties. The fees charged were in line with standard commercial property terms, and have been approved by the Board (not including Richard Moffitt).
For the transaction listed above, Richard Moffitt's benefit is derived from the profit allocation he receives from M1 Agency LLP as a partner and not from the transaction.
Share capital
The table below details the share transactions of related parties over the six-month period to 30 September 2017.
Name How related Shares No. of Percentage
purchased shares of Issued
in period held Share
Capital
---------------- --------------- ----------- -------- -----------
Non-executive
Nigel Rich chairman 108,695 183,695 0.3%
Richard Non-executive
Moffitt director 56,521 356,521 0.5%
Non-executive
Mark Johnson director 43,478 193,478 0.3%
Non-executive
Bruce Anderson director 17,391 37,391 0.1%
Jonathan Non-executive
Gray director 20,000 40,000 0.1%
Christopher
Turner Asset manager 86,956 286,956 0.4%
Long-term incentive plan
Under the terms of the Company's long-term incentive plan, at 30 September 2017 Pacific Industrial LLP, an affiliate of Pacific Capital Partners Limited has subscribed for shares in Pacific Industrial & Logistics Limited. Further details have been provided in note 8.
17. Net asset value per share (NAV)
Basic NAV per share is calculated by dividing net assets in the Condensed Statement of Financial Position attributable to Ordinary shareholders by the number of Ordinary shares outstanding at the end of the period. At 30 September 2017, there were 2,962,000 warrant shares in issue, that have a dilutive effect on NAV per share.
Six months Period Year
to to ended
30 Sep 30 Sep 31 Mar
17 16 17
(unaudited) (unaudited) (audited)
Net assets per Condensed
Statement of
Financial Position (GBP'000) 79,606 12,607 25,371
------------------------------- ------------ ------------ -----------
Add:
Cash received from issued
share warrants (GBP'000) 2,873 2,936 2,926
------------------------------- ------------ ------------ -----------
Diluted NAV (GBP'000) 82,479 15,543 28,297
------------------------------- ------------ ------------ -----------
Adjustment for:
Fair value of interest
rate derivatives (GBP'000) 54 174 115
------------------------------- ------------ ------------ -----------
EPRA NAV (GBP'000) - basic 79,660 12,781 25,486
EPRA NAV (GBP'000) - diluted 82,533 15,717 28,412
------------------------------- ------------ ------------ -----------
Ordinary shares:
Number of Ordinary shares
in issue at period end 68,114,724 10,317,910 21,452,210
Number of Ordinary shares
for the purposes of dilutive
Net Asset Value per share
at period end 71,076,724 13,344,910 24,469,210
------------------------------- ------------ ------------ -----------
Basic NAV 116.87p 122.18p 118.26p
EPRA NAV - basic 116.95p 123.87p 118.80p
------------------------------- ------------ ------------ -----------
Diluted NAV 116.04p 116.47p 115.64p
EPRA NAV - diluted 116.12p 117.77p 116.11p
------------------------------- ------------ ------------ -----------
18. Subsequent events
On 10 November 2017, the Company acquired a logistics asset in Leeds for a total consideration of GBP2.8 million, representing a net initial yield of 6.8%.
On 16 November 2017, the Company disposed of site in Bedford for a total consideration of GBP5.8m, representing a net initial yield of 6.0%.
Supplementary information
i. EPRA performance measures summary
Six months to Period to Year ended
30 Sep 17 30 Sep 16 31 Mar 17
(unaudited) (unaudited) (unaudited)
GBP'000 GBP'000 GBP'000
--------------------------------------------------- -------------- ------------ ------------
EPRA earnings per share (diluted) 0.50p 3.85p 7.82p
EPRA net asset value per share (diluted) 116.12p 117.77p 116.11p
EPRA triple net asset value per share (diluted) 116.04p 116.47p 115.65p
---------------------------------------------------- -------------- ------------ ------------
EPRA net initial yield 6.7% 6.7% 6.5%
EPRA 'topped up' net initial yield 7.0% 7.6% 7.1%
EPRA vacancy rate 1.9% 0.0% 3.8%
EPRA cost ratio (including vacant property costs) 28.6% 24.0% 22.3%
EPRA cost ratio (excluding vacant property costs) 26.4% 24.0% 22.3%
---------------------------------------------------- -------------- ------------ ------------
ii. Income statement
Six months Period Year
to to ended
30 Sep 30 Sep 31 Mar
17 16 17
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
-------------------------- ------------ ------------ ----------
Gross rental income 1,530 988 2,277
Property operating costs (72) (10) (25)
--------------------------- ------------ ------------ ----------
Net rental income 1,458 978 2,252
Administrative expenses (377) (234) (499)
Long-term incentive plan
charge (597) (17) (34)
--------------------------- ------------ ------------ ----------
Operating profit before
interest and tax 484 727 1,719
Net finance costs (318) (327) (598)
--------------------------- ------------ ------------ ----------
Profit before tax 166 400 1,121
Tax on EPRA earnings - - -
-------------------------- ------------ ------------ ----------
EPRA earnings 166 400 1,121
--------------------------- ------------ ------------ ----------
iii. Balance sheet
Six months Period Year
to to ended
30 Sep 30 Sep 31 Mar
17 16 17
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
-------------------------------- ------------ ------------ ----------
Investment property 93,445 29,900 43,420
Other net assets/(liabilities) 4,462 (1,972) 262
Net borrowings (18,247) (15,147) (18,196)
--------------------------------- ------------ ------------ ----------
EPRA net assets 79,660 12,781 25,486
--------------------------------- ------------ ------------ ----------
iv. EPRA net initial yield and 'topped up' net initial yield
Six months Period Year
to to ended
30 Sep 30 Sep 31 Mar
17 16 17
(unaudited) (unaudited) (unaudited)
GBP'000 GBP'000 GBP'000
------------------------------ ------------ ------------ ------------
Investment property - wholly
owned 93,445 29,900 43,420
------------------------------ ------------ ------------ ------------
Completed property portfolio 93,445 29,900 43,420
Add:
Allowance for estimated
purchasers' costs 6,109 1,914 2,808
EPRA property portfolio
valuation (A) 99,554 31,814 46,228
------------------------------ ------------ ------------ ------------
Annualised passing rent 6,915 2,178 3,068
Less irrecoverable property
costs (277) (38) (43)
------------------------------ ------------ ------------ ------------
Annualised net rents (B) 6,638 2,141 3,025
------------------------------ ------------ ------------ ------------
Contractual rental increased
for rent free period 373 266 257
'Topped up' annualised
net rent ('C) 7,011 2,407 3,282
------------------------------ ------------ ------------ ------------
EPRA net initial yield
(B/A) 6.7% 6.7% 6.5%
------------------------------ ------------ ------------ ------------
EPRA 'topped up' net initial
yield (C/A) 7.0% 7.6% 7.1%
------------------------------ ------------ ------------ ------------
v. EPRA vacancy rate
Six months Period Year
to to ended
30 Sep 30 Sep 31 Mar
17 16 17
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
----------------------------- ------------ ------------ ----------
Annualised potential rental
value of vacant properties 132 - 132
Annualised potential rental
value for the completed
property portfolio 7,065 2,477 3,475
EPRA vacancy rate 1.9% 0.0% 3.8%
----------------------------- ------------ ------------ ----------
vi. EPRA cost ratio
Six months Period Year
to to ended
30 Sep 30 Sep 31 Mar
17 16 17
(unaudited) (unaudited) (unaudited)
GBP'000 GBP'000 GBP'000
----------------------------------- ------------ ------------ ------------
Costs
Property operating expenses 72 10 25
Administrative expenses 377 234 499
Less:
Ground rents (15) (10) (22)
Total costs including vacant
property costs (A) 434 234 502
----------------------------------- ------------ ------------ ------------
Group vacant property costs (34) - -
Total costs excluding vacant
property costs (B) 400 234 502
----------------------------------- ------------ ------------ ------------
Gross rental income 1,530 988 2,277
Less:
Ground rents (15) (10) (22)
Total gross rental income
(C') 1,515 978 2,255
----------------------------------- ------------ ------------ ------------
Total EPRA cost ration (including
vacant property costs) (A/C) 28.6% 24.0% 22.3%
Total EPRA cost ration (excluding
vacant property costs) (B/C) 26.4% 24.0% 22.3%
----------------------------------- ------------ ------------ ------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR KKLBFDFFFFBQ
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November 20, 2017 02:00 ET (07:00 GMT)
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