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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 : 9005F
Pacific Industrial & Log REIT PLC
23 May 2017
PRELIMINARY RESULTS FOR THE PERIODED 31 MARCH 2017
Pacific Industrial & Logistics REIT plc
("Pacific Industrial & Logistics", the "Company" or the "Group")
Pacific Industrial & Logistics delivers strong trading results through its focus on regional UK distribution
Pacific Industrial & Logistics, a REIT focused on smaller industrial and logistics properties, is pleased to announce its preliminary results for the period ended 31 March 2017.
Period ended 31 March 2017 --------------------------- -------------- EPRA Earnings (GBPm) 1.1 --------------------------- -------------- EPRA Earnings per share (p)* 7.8 --------------------------- -------------- Reported profit (GBPm) 4.9 --------------------------- -------------- Revaluation uplift on investment properties (GBPm) 3.9 --------------------------- -------------- EPRA NAV per share (p) 116.1 --------------------------- -------------- Total dividends per share paid or announced in respect of the period (p) 6.0 --------------------------- --------------
Highlights
Portfolio
-- Acquisition of GBP39.5 million of industrial and logistics property at a weighted average net initial yield of 7.9% (excluding purchaser costs) - full deployment of equity raised since the Company was admitted to trading on AIM
-- Portfolio valuation at 31 March 2017 of GBP43.4 million, representing a 9.8% uplift on acquisition price (including purchaser costs) compared to an annual capital return of 4.2% in the IPD Industrial Index and (0.1)% in the IPD All Property Index to 31 March 2017**
-- Portfolio valuation uplift driven by successful asset management initiatives, including rental uplift across initial portfolio of 8.6%
-- Portfolio weighted average unexpired lease term of 4.4 years
-- Strong pipeline of further investment opportunities with similar characteristics to the Company's initial portfolio
NAV, gearing and total shareholder return
-- EPRA NAV per share up 16.1% to 116.1 pence per share from IPO price of 100.0 pence per share (after absorbing 4.8 pence per share IPO costs)
-- 42.4% loan-to-value and with a low blended interest cost for the period ended 31 March 2017 of 3.3%
-- 22.6% total shareholder return over the period compared to 0.0% annual total shareholder return for FTSE EPRA/NAREIT Index to 31 March 2017
Earnings and dividend
-- EPRA earnings per share of 7.8 pence, reflecting the rapid deployment of capital into highly income generative assets
-- Declaration of dividend of 3.0 pence per share, taking total dividends paid or declared in respect of the period ended 31 March 2017 to 6.0 pence per share, reflecting an annualised yield of 6.2% on the IPO price
-- Dividend covered 1.3x by EPRA earnings per share
Nigel Rich, Chairman of Pacific Industrial & Logistics, commented:
"The performance of the Group during its first period of trading has been very strong and gives us great confidence in the prospects for this coming year and beyond as the Company looks to increase its scale. I am pleased to announce that the Company is today declaring a second dividend for the period of 3.0 pence per share, reflecting the high level of income generation by the Group.
The Company has successfully deployed the equity capital raised at IPO in April 2016, and the further equity raised in November 2016. We continue to target scale, income and an attractive total return whilst adhering to the Company's investment policy of acquiring smaller industrial and logistics properties across the UK. Our focus is on assets which are located in supply constrained areas, priced well below the cost of replacement and which therefore represent a value add opportunity to shareholders.
The industrial and logistics real estate sector remains robust against a backdrop of continued economic uncertainty. It is the best performing commercial property sector in 2017 and it continues to be underpinned by distribution and the changing habits of consumers and retailers migrating online. As such, retailers continue to invest in their fulfilment capability, as well as supply networks. We are well positioned to continue to benefit from strong structural demand/supply dynamics and to deliver sustainable earnings and capital growth to our shareholders.
The Manager, whose recognised expertise across UK industrial and logistics properties is underpinned by a customer-led approach to securing acquisitions and attracting good quality tenants, is presently seeing a number of high quality acquisition targets which meet our investment criteria. We are therefore confident in the Company's ability to continue to generate attractive, risk adjusted returns through the cycle."
*Based on the weighted average number of shares in issue from IPO. The Directors believe that a more appropriate starting point for calculating the weighted average number of shares in issue is from 13(th) April 2016, the date the Company was admitted to the AIM Market of the London Stock Exchange, and when the Company began trading, rather than the date of incorporation where there was one Ordinary share in issue.
**IPD Quarterly Universe
For further information regarding Pacific Industrial & Logistics REIT plc please call:
Pacific Industrial & Logistics REIT Plc +44 (0) 207 591 Richard Moffitt 1600 Canaccord Genuity Limited Nominated Adviser and Broker Bruce Garrow Charlie Foster +44 (0) 20 7523 Ben Griffiths 8000
Manager's Report
The period since IPO has seen us actively deploy the Company's equity capital in the acquisition of 13 assets for a total purchase price of GBP39.5 million. The assets acquired have proven to be quality investments, with a good geographical spread, diverse tenancies and present a variety of asset management opportunities which have the potential to provide both income growth and capital appreciation.
In uncertain economic times, investors are naturally drawn to companies that can deliver asset-backed income. Since our IPO, we have looked to construct a portfolio that offers secure income from good quality tenants, with the prospect of an attractive total return through our active asset management initiatives. The Group raised further capital and expanded the shareholder base in November 2016 when a combination of new and existing investors subscribed for GBP11.1 million of equity capital. This capital was quickly deployed to purchase two well-located regional logistics properties and reduce the Group's loan-to-value from over 50% to below 45%.
The Company's deployment of capital raised during the period, into assets yielding on average 7.9% (excluding purchaser costs), combined with a 3.3% average interest cost and income enhancing asset management initiatives have enabled us to deliver EPRA earnings per share of 7.8 pence.
At the period end, the properties in the portfolio had an average size of 41,877 square feet, an affordable average rent of GBP4.65 per square foot and a weighted average unexpired lease term of 4.4 years. These properties are centred across the Midlands 'Golden Triangle'.
The Group's focus and investment policy is to invest in well-located, fit-for-purpose (with low obsolescence risk) last mile or regional logistics facilities in the UK which we are able to source off-market and at attractive terms to the Group. This was particularly important in the period after the EU referendum, when we acquired two attractively priced investments located in Chesterfield and Leeds.
The properties targeted by the Group display the following appealing characteristics:
-- A strong tenant financial covenant and evidence of commitment to remain in occupation (including fit-out, location and strategic value within the tenant's business model)
-- Quality stock which may be mis-priced by the market and can be purchased below replacement cost (leveraging the experience of the Manager to drive stock selection)
-- Opportunity for rental growth and out-performance by way of asset management, tenant mix and the re-gearing of leases
-- Key locations across the occupational industrial and logistics market (e.g. proximity to major urban centres and including the 'Golden Triangle', a preferred logistics region)
Once assets are acquired, the Company's Management then engages in active asset management in order to leverage and enhance returns. In particular, the Company's asset management activities are focused on the following key areas:
-- Exploring the potential to restructure occupational leases, for example, by removing tenant break clauses to extend lease terms and by engaging with tenants before any rent reviews
-- Identifying opportunities which may result from a better understanding of the occupational use of the property, the suitability of the building in the context of the tenant's business plan and assessing the tenant's capital expenditure (since this can indicate commitment to the building)
-- Potentially funding key tenant fit-out or other capital expenditure (including: mezzanine floors; racking; improvements in heating, lighting, power upgrades; and energy efficiency initiatives such as solar panel installation) which could deliver more favourable lease terms
We have, in conjunction with the Company's tenants, already been actively implementing our asset management techniques on the portfolio assembled to date. Examples of such asset management activities implemented during the year include:
(i) Completing a rent review and entering into a lease extension with a tenant, increasing the annual rent psf. by 38%;
(ii) Introducing new lease terms on a leasehold property allowing for the build out and use of the existing property as a retail outlet and hence providing the potential for a significant uplift in the rental income arising from the asset;
(iii) Entering into a new long lease following a full refurbishment by a tenant, extending the lease term to 20 years;
(iv) Signing a new lease with a tenant in Bedford at a market leading rent of GBP6.26 psf., increasing the annual rent by 56%; and
(v) Acquiring a parcel of land to the rear of an existing unit which, subject to planning permission, will allow for an additional 15,000 square foot of light industrial development to an existing site.
The active asset management we have employed has already delivered enhanced portfolio returns, with the initial portfolio's overall rental income increasing by 8.6%. Further, these metrics have positively impacted the valuation of the Group's portfolio, which at the year-end was valued by the Group's independent valuers at GBP43.4 million, compared to an aggregate acquisition price of GBP39.5 million. The valuation uplift of GBP3.9m (9.8%) is over a weighted average ownership period of 10 months and we believe there is further significant upside for the portfolio.
We will continue acquiring attractive assets with the potential for rental growth in light of the current market dynamic of diminishing supply and increasing occupier demand. Our focus is on maintaining and building existing tenant relationships to enhance our reputation as a leader in the smaller lot size market.
Richard Moffitt, Christopher Turner
Manager
23 May 2017
Financial Overview
Hot Features
Premium
Consolidated Statement of Comprehensive Income
31 Mar
2017
Note GBP'000
-------------------------------------------------------------------------- ----- --------
Rental income 5 2,277
Cost of sales (25)
Gross income 2,252
Administrative and other expenses (499)
Long-term investment plan charge 11 (34)
-------------------------------------------------------------------------- ----- --------
Operating profit before changes in fair value of
investment properties and interest rate derivatives 1,719
Changes in fair value of investment property 13 3,881
-------------------------------------------------------------------------- ----- --------
Operating profit 6 5,600
Finance income 2
Finance expense 8 (600)
Changes in fair value of interest rate derivatives (115)
-------------------------------------------------------------------------- ----- --------
Profit before taxation 4,887
-------------------------------------------------------------------------- ----- --------
Tax credit/(charge) for the period 9 -
-------------------------------------------------------------------------- ----- --------
Profit and total comprehensive income (attributable to the shareholders) 4,887
-------------------------------------------------------------------------- ----- --------
Earnings per share - basic * 10 46.80p
Earnings per share - diluted * 10 46.40p
* Earnings per share ("EPS") is 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.
Consolidated Statement of Financial Position
31 Mar
2017
Note GBP'000
---------------------------------------------- ----- ---------
Non-current assets
Investment property 13 43,420
---------------------------------------------- ----- ---------
Total non-current assets 43,420
Current assets
Trade and other receivables 16 535
Cash and cash equivalents 17 1,680
---------------------------------------------- ----- ---------
Total current assets 2,215
---------------------------------------------- ----- ---------
Total assets 45,635
---------------------------------------------- ----- ---------
Current liabilities
Trade and other payables 18 (632)
Deferred rental income (676)
---------------------------------------------- ----- ---------
Total current liabilities (1,308)
Non-current liabilities
Long term rent deposits (645)
Interest rate derivatives 20 (115)
Bank borrowings 19 (18,196)
---------------------------------------------- ----- ---------
Total non-current liabilities (18,956)
---------------------------------------------- ----- ---------
Total liabilities (20,264)
---------------------------------------------- ----- ---------
Total net assets 25,371
---------------------------------------------- ----- ---------
Equity
Share capital 23 215
Share premium 24 20,454
Share warrant reserve 25 91
Other reserves 11 34
Retained earnings 27 4,577
---------------------------------------------- ----- ---------
Total equity 25,371
---------------------------------------------- ----- ---------
Net Asset Value per share basic ** 29 118.26p
Net Asset Value per share diluted ** 29 115.64p
**NAV at 31 March 2017 is 118.26p. Adjusted NAV is 118.80p (adding back the fair-value movement of an interest rate swap). Diluted NAV (adjusting for warrants in issue) is 115.64p and Adjusted Diluted NAV is 116.11p which is EPRA NAV at period end.
Company Statement of Financial Position
31 Mar
2017
Note GBP'000
----------------------------- ----- ------------------------
Non-current assets
Investment in subsidiaries 14 11,800
----------------------------- ----- ------------------------
Total non-current assets 11,800
Current assets
Trade and other receivables 16 11,314
Cash and cash equivalents 17 66
----------------------------- ----- ------------------------
Total current assets 11,380
----------------------------- ----- ------------------------
Total assets 23,180
----------------------------- ----- ------------------------
Current liabilities
Trade and other payables 18 (232)
----------------------------- ----- ------------------------
Total current liabilities (232)
Total liabilities (232)
----------------------------- ----- ------------------------
Total net assets 22,948
----------------------------- ----- ------------------------
Equity
Share capital 23 215
Share premium 24 20,454
Share warrant reserve 25 91
Other reserves 11 34
Retained earnings 27 2,154
----------------------------- ----- ------------------------
Total equity 22,948
----------------------------- ----- ------------------------
Consolidated Cash Flow Statement
31 Mar
2017
Note GBP'000
------------------------------------------------------------- ----- ----------------
Cash flows from operating activities
Profit for the period (attributable to equity shareholders) 4,887
Less: changes in fair value of investment property (3,881)
Add: changes in fair value of interest rate derivatives 115
Less: finance income (2)
Add: finance expense 600 Long-term investment plan 34 Increase in trade and other receivables (513) Increase in trade and other payables 551 ------------------------------------------------------------- ----- ---------------- Cash generated from operations 1,791 Net cash flow generated from operating activities 1,791 ------------------------------------------------------------- ----- ---------------- Investing activities Purchase of investment properties 13 (12,022) Acquisition of a subsidiary, net of cash acquired 15 (26,135) Net cash flow used in investing activities (38,157) ------------------------------------------------------------- ----- ---------------- Financing activities Cost of share issue (693) Proceeds from issue of ordinary share capital 21,453 Proceeds from issue of preference shares 2,000 Redemption of preference shares and interest payment (2,076) Bank borrowings drawn 20,475 Bank borrowings repaid (2,070) Loan arrangement fees paid (287) Interest paid (446) Dividends paid to equity holders 12 (310) ------------------------------------------------------------- ----- ---------------- Net cash flow generated from financing activities 38,046 ------------------------------------------------------------- ----- ---------------- Net increase in cash and cash equivalents for the period 1,680 ------------------------------------------------------------- ----- ---------------- Cash and cash equivalents at start of period - ------------------------------------------------------------- ----- ---------------- Cash and cash equivalents at end of period 1,680 ------------------------------------------------------------- ----- ----------------
Company Cash Flow Statement
31 Mar
2017
Note GBP'000
-------------------------------------- ----- ---------
Cash flows from operating activities
Profit for the period (attributable
to equity holders) 2,464
Add: finance expense 76
Long-term investment plan 34
Increase in amounts due from
Group undertakings (11,308)
Increase in trade and other
receivables (4)
Increase in trade and other
payables 230
-------------------------------------- ----- ---------
Cash used in operations (8,508)
-------------------------------------- ----- ---------
Net cash flow used in operating
activities (8,508)
-------------------------------------- ----- ---------
Investing activities
Acquisition of subsidiary, net
of cash acquired 14 (11,800)
-------------------------------------- ----- ---------
Net cash flow used in investing
activities (11,800)
-------------------------------------- ----- ---------
Financing activities
Proceeds from issue of ordinary
share capital 21,453
Proceeds from issue of preference
shares 2,000
Redemption of preference shares
and interest payment (2,076)
Cost of share issue (693)
Dividends paid to equity holders 12 (310)
-------------------------------------- ----- ---------
Net cash flow generated from
financing activities 20,374
-------------------------------------- ----- ---------
Net increase in cash and cash
equivalents for the period 66
-------------------------------------- ----- ---------
Cash and cash equivalents at
start of period -
-------------------------------------- ----- ---------
Cash and cash equivalents at
end of period 66
-------------------------------------- ----- ---------
Consolidated Statement of Changes in Equity
Share
Share Share warrant Other Retained
capital premium reserves reserves earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- -------- -------- --------- --------- --------- --------
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
----------------------------- -------- -------- --------- --------- --------- --------
Company Statement of Changes in Equity (for the Company, Pacific Industrial & Logistics REIT plc, since incorporation on 8 December 2015)
Share
Share Share warrant Other Retained
capital premium reserves reserves earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- -------- -------- --------- --------- --------- --------
8 December 2015 - - - - - -
----------------------------- -------- -------- --------- --------- --------- --------
Profit for the period - - - - 2,464 2,464
----------------------------- -------- -------- --------- --------- --------- --------
Total comprehensive income - - - - 2,464 2,464
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 2,154 22,948
----------------------------- -------- -------- --------- --------- --------- --------
Notes to the Preliminary Results
Financial information contained in this document does not constitute statutory accounts within the meaning of section 434 of Companies Act 2006 ("the Act").
The financial information set out in this announcement does not comprise the Group's statutory accounts for the period ended 31 March 2017.
The statutory accounts for the period ended 31 March 2017 have not yet been delivered to the Registrar of Companies, nor have the auditors yet reported on them.
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 financial statements have been prepared in accordance with IFRS as adopted by the European Union and, as regards the parent company financial statements, applied in accordance with the provisions of the Companies Act 2006.
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.
The Company has not presented its own Statement of Comprehensive Income, as permitted by Section 408 of the Companies Act 2006. The Company made a profit of GBP2.46 million.
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 is preparing the Annual Report and financial statements.
Standards issued but not yet effective
The company has not yet applied the following new and revised IFRSs that have been issued but are not yet effective:
IFRS 9: Financial instruments (effective 1 January 2018)
IFRS 15: Revenue from contracts with customers (effective 1 January 2018)
IFRS 16: Leases (effective 1 January 2019 not yet endorsed by EU)
The Directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the Group's financial statements in the period of initial application, other than on presentation and disclosure.
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 investment plan can be found in note 11.
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 2014 (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 13.
4. Principal accounting policies
The principal accounting policies applied in the preparation of these interim financial statements are set out below. These policies, which are also applicable to the financial statements of the Company, have been consistently applied to all the years presented.
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.
Investment in subsidiaries
Investments in subsidiaries are stated at cost less any provision for permanent diminution in value. Realised gains and losses are dealt with through the statement of income and retained earnings. A review for impairment is carried out if events or changes in circumstances indicate that the carrying amount may not be recoverable, in which case an impairment provision is recognised and charged to the Statement of Comprehensive Income.
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.
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 the 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.
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.
Lease incentives are amortised on a straight-line basis over the term of the lease.
Leases
Leases where substantially all of the risks and rewards of ownership are transferred to the lessee are classified as finance leases. All others are deemed operating leases. Under operating leases, properties leased to tenants are accounts for as investment properties.
Long-term incentive plan
There is a Long Term Incentive Plan ("LTIP") in place whereby Pacific Industrial LLP, an affiliate of Pacific Capital Partners Limited (the "Manager") has subscribed for A Ordinary shares issued in Pacific Industrial & Logistics Limited. Under the terms of the LTIP, the Company is obliged to acquire the A Ordinary share and B Ordinary shares in Pacific Industrial & Logistics Limited, in return for services provided by Pacific Industrial LLP, subject to certain conditions.
The fair value of the long-term incentive plan is calculated at the grant date using the Monte Carlo Model. The resulting cost is charged to the Statement of Comprehensive Income over the vesting period. The value of the charge is adjusted to reflect expected and actual levels of vesting.
Preference shares
Preference shares issued by the Company are classified in accordance with the contractual arrangements entered into. Issued preference shares that pay a fixed dividend or have a mandatory redemption feature at a future date are recognised within liabilities.
Taxation
Taxation on the profit or loss for the period not exempt under UK REIT regulations comprises current and deferred tax. Current tax is expected tax payable on any non-REIT taxable income for the period, using tax rates enacted or substantively enacted at the period end date, and any adjustment to tax payable in respect of previous years.
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. Revenue
The Group is involved in UK property ownership and letting and is considered to operate in a single geographical and business segment. The total revenue of the Group for the year was derived from its principal activity, being that of property lettings.
6. Operating profit
Operating profit is stated after charging:
31 March
2017
GBP'000
---------------------------------------------------------------- -------------------------
Directors' remuneration (note 7) 41
Auditor's fees
- Fees payable for the audit of the Company's annual accounts 11
- Fees payable for the audit of the Company's subsidiaries 19
- Fees payable for audit related services 12
- Fees payable for non-audit related services 7
----------------------------------------------------------------- -------------------------
Total Auditor's fees 49
Long-term investment plan charge (note 11) 34
----------------------------------------------------------------- -------------------------
The Auditor also received GBP67,785 in respect of providing reporting accountant and tax services in connection with the initial listing of the Company. These fees have been treated as share issue expenses and offset against share premium.
7. Directors' remuneration
31 March
2017
GBP'000
------------------------------- ---------
Directors' fees 38
Employer's National Insurance 3
-------------------------------- ---------
41
------------------------------- ---------
A summary of the Directors' emoluments, including the disclosures required by the Companies Act 2006, is set out in the Directors' Report.
Two directors are also set to benefit from the Long-term incentive plan (LTIP). For further information refer to related party transactions in note 28.
8. Finance expense
31 March
2017
GBP'000
--------------------------------------------------- -----------------------
Interest on bank borrowings 446
Amortisation of loan arrangement fees 78
Interest on preference shares 76
---------------------------------------------------- -----------------------
600
--------------------------------------------------- -----------------------
Changes in fair value of interest rate derivative 115
---------------------------------------------------- -----------------------
115
--------------------------------------------------- -----------------------
9. 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 31 March 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.
10. 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.
31 March
2017
GBP'000
------------------------------------------------------------------------------------------- -----------
Profit attributable to Ordinary Shareholders
Total comprehensive income (GBP'000) 4,887
-------------------------------------------------------------------------------------------- -----------
Weighted average number of Ordinary Shares in issue 10,441,474
Basic earnings per share (pence) 46.80p
-------------------------------------------------------------------------------------------- -----------
Number of diluted shares under option/warrant 90,510
Weighted average number of Ordinary Shares for the purpose of dilutive earnings per share 10,531,984
-------------------------------------------------------------------------------------------- -----------
Diluted earnings per share (pence) 46.40p
-------------------------------------------------------------------------------------------- -----------
The ordinary number of shares is based on the time weighted average number of shares throughout the period since IPO.
At 31 March 2017, the Company had 3,017,000 warrant shares in issue. Each warrant holder has the right to subscribe for new Ordinary shares on the basis of one new Ordinary share for each warrant held at a strike price of 97.00 pence per Ordinary share. The dilutive nature of the share is 3.00 pence per share.
During the period from 8 December 2015 to 12 April 2016, the Company had 1 Ordinary share in issue and was dormant. The Company has calculated earnings per share in accordance with IAS 33, however, in the opinion of the Directors this does not reflect accurately the true earnings per share over the period.
The Directors believe that a more appropriate starting point for calculating the weighted average number of shares in issue would be 13 April 2016, the date the Company was admitted to AIM Market of the London Stock Exchange and when the Company began trading.
31 March
2017
GBP'000
------------------------------------------------------------------------------------------- -----------
Profit attributable to Ordinary Shareholders
Total comprehensive income (GBP'000) 4,887
-------------------------------------------------------------------------------------------- -----------
Weighted average number of Ordinary Shares in issue from 13 April 2016 14,238,374
Basic earnings per share (pence) 34.32p
-------------------------------------------------------------------------------------------- -----------
Number of diluted shares under option/warrant 90,510
Weighted average number of Ordinary Shares for the purpose of dilutive earnings per share
from 13 April 2016 14,328,884
-------------------------------------------------------------------------------------------- -----------
Diluted earnings per share (pence) 34.10p
-------------------------------------------------------------------------------------------- -----------
The Adjusted Earnings Per Share ("Adjusted EPS"), is a performance measure used by the Board to assess the Group's operational performance. The adjustment removes non-cash items credited or charged to the Consolidated Statement of Comprehensive Income and uses a weighted average number of shares from the date of IPO, 13 April 2016, through to 31 March 2017.
31 March
2017
GBP'000
------------------------------------------------------------------------------------------- -----------
Profit attributable to Ordinary Shareholders
Total comprehensive income (GBP'000) 4,887
Adjustments to include:
Changes in fair value of investment property (3,881)
Changes in fair value of interest rate derivatives 115
-------------------------------------------------------------------------------------------- -----------
Adjusted total comprehensive income (GBP'000) 1,121
-------------------------------------------------------------------------------------------- -----------
Weighted average number of Ordinary Shares in issue from 13 April 2016 14,238,374
Adjusted basic earnings per share (pence) 7.87p
-------------------------------------------------------------------------------------------- -----------
Number of diluted shares under option/warrant 90,510
Weighted average number of Ordinary Shares for the purpose of dilutive earnings per share
from 13 April 2016 14,328,884
-------------------------------------------------------------------------------------------- -----------
Adjusted diluted earnings per share (pence) 7.82p
-------------------------------------------------------------------------------------------- -----------
11. Long-term incentive plan (LTIP)
The Company has a Long-Term Incentive Plan (LTIP), accounted for as an equity settled share based payment. At 31 March 2017 Pacific Industrial LLP, an affiliate of Pacific Investments Limited, has subscribed for 1,000 A Ordinary Shares of GBP0.01 each 1,000 B Ordinary Shares of GBP0.01 each issued in Pacific Industrial & Logistics Limited, a subsidiary of the Company, as detailed.
Fair Value at Grant Charge for the Period
Date options granted Class of Share Number GBP'000 GBP'000
---------------------- ---------------- -------------------- ----------------------- ------------------------
April 2016 A Ordinary 1,000 76 25
April 2016 B Ordinary 1,000 43 9
----------------------- --------------- -------------------- ----------------------- ------------------------
119 34
--------------------------------------- -------------------- ----------------------- ------------------------
1. The Company is obliged to acquire the A Ordinary Shares and B Ordinary Shares on the third and fifth anniversary of Admission respectively (or on a change of control of the Company) in return for Ordinary Shares (at the prevailing market value) or, at the election of the Company for cash.
2. On the third anniversary of Admission the holders of the A Ordinary Shares shall receive, in aggregate the greater of: (i) GBP10 multiplied by the number of A Ordinary Shares in issue; and (II) 20 per cent. of the increase in market value of an Ordinary Share (adjusted to take dividends and other distributions into account) above the Issue Price increased by an 8 per cent. compounding hurdle from Admission multiplied by the number of Ordinary Shares in issue.
3. On the fifth anniversary of the IPO, the Company will acquire the B Ordinary Shares from Pacific Industrial LLP. The price that the Company will acquire these B Ordinary Shares will be an amount equal to 20 per cent. of the increase in the price of an Ordinary Share since the higher of: (i) the IPO above an 8 per cent. compounding hurdle from Admission; and (ii) the third anniversary of Admission (again adjusted to take dividends and other distributions into account), above an 8 per cent. compounding hurdle from the third anniversary multiplied by the number of Ordinary shares then in issue.
12. Dividends
31 March
2017
GBP'000
------------------------------------------------------------------ ---------------------
Equity dividends on ordinary shares
- Interim dividend for the period ended 31 September 2016: 3.0p 310
310
------------------------------------------------------------------ ---------------------
The Directors propose that the Company pays a second interim dividend relating to the period ended 31 March 2017 of 3.0 pence per ordinary share. This dividend has not been included in these financial statements. The second interim dividend was approved on 22 May 2017 and is due to be paid on or around 28 July 2017 to shareholders on the register at the close of business on 2 June 2017.
13. 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 2014 (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 2016 - - -
Property additions through business
combinations 25,312 2,205 27,517
Property additions through
acquisitions 12,022 - 12,022
Change in fair value during the
period 3,706 175 3,881
------------------------------------- ------------------------- ------------------------- -------------------------
As at 31 March 2017 41,040 2,380 43,420
------------------------------------- ------------------------- ------------------------- -------------------------
Total rental income for the period recognised in the Statement of Comprehensive income amounted to GBP2,277,101.
Further information relating to property valuation techniques have been disclosed in note 21.
14. Investments
Investments are analysed as follows:
Group Company
2016 2016
GBP'000 GBP'000
-------------------------------------------- ----------------------- ------------------
At 8 December 2015 - -
Increase in investments via share purchase - 11,800
At 31 March 2017 - 11,800
--------------------------------------------- ----------------------- ------------------
Details of the Group's subsidiary undertakings as at 31 March 2017, all of which are included in the consolidated financial statements, are given below.
Company Name Country Principal Effective
of Incorporation Activity Group Interest
--------------------------- ------------------- ----------------- ----------------
Pacific Industrial England
& Logistics Limited and Wales Holding Company 99.98%
Pacific Industrial
& Logistics Acquisitions England
(1) Limited and Wales Holding Company 99.98%
England Property
Alanchoice Limited and Wales Letting 99.98%
--------------------------- ------------------- ----------------- ----------------
The registered office address of all the entities listed above is 124 Sloane Street, London, SW1X 9BW.
15. Business combinations
On 14 April 2016, the Group obtained sole control of Alanchoice Limited, a property letting company incorporated in England and Wales, through the acquisition of the entire issued share capital in the company. The acquisition increased the Group's owned property portfolio by GBP27.5m (including purchaser costs of GBP0.5m), comprising 11 assets.
The table below sets out the provisional fair values to the Group in respect of this acquisition.
Book Value Fair Value Adjustments Total
GBP'000 GBP'000 GBP'000
---------------------------------------- --------------------- ------------------------- -----------------------
Investment properties 27,000 517 27,517
Cash 1,382 - 1,382
Other receivables 247 (225) 22
Other liabilities (1,660) 256 (1,404)
-----------------------------------------
Total 26,969 548 27,517
----------------------------------------- --------------------- ------------------------- -----------------------
Net cash outflow arising on
acquisition:
Total consideration 27,517
Cash and cash equivalents acquired (1,382)
----------------------------------------- --------------------- ------------------------- -----------------------
Cash consideration net of cash acquired 26,135
----------------------------------------- --------------------- ------------------------- -----------------------
For the period from 14 April 2016 to 31 March 2017, Alanchoice Limited contributed GBP2,277,101 of turnover and GBP5,924,353 profit for the period to the Group.
16. Trade and other receivables
Group Company
31 March 31 March
2017 2017
GBP'000 GBP'000
------------------------------------- ------------------------- -------------------------
Trade receivables 492 -
Other receivables 6 -
Amounts due from group undertakings - 11,308
Prepayments and accrued income 37 6
535 11,314
------------------------------------- ------------------------- -------------------------
Trade receivables are due within 30 days of the date at which the invoice is generated and are not interest bearing in nature. All trade receivables relate to amounts that are less than 30 days overdue as at the period end date. Due to their short maturities, the fair value of trade and other receivables approximates their fair value.
17. Cash and cash equivalents
Group Company
31 March 31 March
2017 2017
GBP'000 GBP'000
--------------------------- -------------------- -----------------------
Cash and cash equivalents 1,680 66
1,680 66
--------------------------- -------------------- -----------------------
Group cash and cash equivalents include GBP0.67 million of restricted cash in the form of rental deposits held on behalf of tenants.
18. Trade and other payables
Group Company
31 March 31 March
2017 2017
GBP'000 GBP'000
----------------------------------- ------------------------- -------------------------
Falling due in less than one year
Trade and other payables 284 95
Social security and other taxes 87 22
Accruals 235 10
Other creditors - 105
Rent deposits 26 -
632 232
----------------------------------- ------------------------- -------------------------
The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe. Due to their short maturities, the fair value of trade and other payables approximates their fair value.
19. 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:
31 March
2017
GBP'000
---------------------------------------------------------------------------- ---------
Falling due in more than one year
Bank borrowings drawn: due in more than one year 18,405
Less: unamortised costs (209)
----------------------------------------------------------------------------- ---------
Total bank borrowings per the Consolidated Statement of Financial Position 18,196
----------------------------------------------------------------------------- ---------
On 13 April 2016, the Group and Santander UK plc entered into a facility agreement pursuant to which Santander UK plc has agreed to provide the Group with a loan facility of GBP50 million for a term of three years.
Bank borrowings are secured by charges over investment properties held by certain asset holding subsidiaries, providing the lender with a maximum loan to value of 60% on those properties specifically charged to it and the interest cover will be at least 235%. Under the terms of the loan, the Group pays interest of 2.1% above three-month LIBOR pa on the drawn debt. At 31 March 2017, GBP18.4 million was drawn to fund business and property acquisitions.
20. 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.
31 March
2017
GBP'000
--------------------------------------------------------- ----------
Non-current liabilities: derivative interest rate swaps (115)
---------------------------------------------------------- ----------
21. Financial risk management
Financial instruments - Group
The Group's financial instruments comprise financial assets and liabilities that arise directly from its operations; cash and cash equivalents, trade and other receivables, trade and other payables, interest rate derivative and bank borrowings. The main purpose of these financial instruments is to provide finance for the acquisition and development of the Group's investment property portfolio.
Book Value Fair Value
31 March 31 March
2017 2017
GBP'000 GBP'000
------------------------------ --------------------- ---------------------
Financial assets
Trade and other receivables 496 496
Cash and short-term deposits 1,680 1,680
-------------------------------- --------------------- ---------------------
Financial liabilities
Trade and other payables (1,130) (1,130)
Bank borrowings (18,196) (18,196)
Interest rate derivatives (115) (115)
-------------------------------- --------------------- ---------------------
Credit risk
Credit risk is the risk of financial loss to the Group if a client or counterparty fails to meet it contractual obligations.
The Group's credit risk is primarily attributable to its trade receivables. The Group has implemented policies that require appropriate credit checks on potential tenants before lease agreements are signed. The amount of exposure to any individual counterparty is subject to a limit, which is reassessed annually by the board.
Outstanding trade receivables are regularly monitored. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial asset.
Interest rate risk
The Group has both interest bearing assets and interest bearing liabilities. Interest bearing assets comprise only cash and cash equivalents which earn interest at a variable rate. The Group's debt strategy is to minimise the effect of a significant rise in underlying interest rates by utilising interest rate swaps.
The directors will revisit the appropriateness of this policy should the Group's operations change in size or nature.
Details of the terms of the Group's borrowings are disclosed in note 19.
Market risk
Market risk is the risk that the fair values of financial instruments will fluctuate due to changes in market prices. The financial instruments held by the Group that are affected by market risk are principally the Group's cash balances along with an interest rate cap entered into to mitigate interest rate risk.
Liquidity risk
The Group actively maintains a medium-term debt finance that is designed to ensure it has sufficient available funds for operations and committed investments. The Group monitors its levels of working capital to ensure that it can meet its debt repayments as they fall due.
The following table shows the contractual maturities of the Group's financial liabilities, all of which are measured at amortised cost:
More
6 months 6-12 1-2 2-5 than
or less months years years 5 years Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- --------- -------- -------- -------- -------- --------
31 March 2017
Bank borrowings 217 243 481 18,520 - 19,461
Trade and other payables 631 - - 646 - 1,277
-------------------------- --------- -------- -------- -------- -------- --------
848 243 481 19,166 - 20,738
-------------------------- --------- -------- -------- -------- -------- --------
Included within the contracted payments is GBP1.06 million of bank interest payable up to the point of maturity across the facility.
Financial instruments - Company
The Company's financial instruments comprise amounts due from group undertakings, cash and cash equivalents and trade and other payables.
Book Value Fair Value
31 March 31 March
2017 2017
GBP'000 GBP'000
------------------------------ ----------------------- -----------------------
Financial assets
Investments in subsidiaries 11,800 11,800
Trade and other receivables 11,314 11,314
Cash and short-term deposits 66 66
-------------------------------- ----------------------- -----------------------
Financial liabilities
Trade and other payables (232) (232)
-------------------------------- ----------------------- -----------------------
Fair value hierarchy
The company uses the following hierarchy for determining the fair value of financial instruments:
Level 1: quoted (unadjusted) prices in active markets for identical assets and liabilities.
Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: inputs for the asset or liability that are derived from formal valuation techniques that include inputs for the asset or liability that are not based on observable market data.
Investment property - level 3
The Group's investment property assets are classified as level 3, as defined by IFRS 13, in the fair value hierarchy. Level 3 inputs for the asset or liability that are derived from formal valuation techniques that include inputs for the asset or liability that are not based on observable market data.
The valuation has been prepared on the basis of Fair Value (FV), in accordance with IFRS 13, which is defined as:
"The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date."
Fair value, for the purpose of financial reporting under IFRS 13, is effectively the same as Market Value, which is defined as:
"The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction, after property marketing and where the parties had acted knowledgeably, prudently and without compulsion."
Various assumptions were made in the determination of the Market Value, namely; tenure, letting, taxation, town planning and the condition and repair of the properties and sites.
A 5% increase in Estimated Rental Value ("ERV") would increase the property portfolio valuation by GBP2.19m and a 5% decrease would decrease the property portfolio valuation by GBP2.16m. Similarly, a decrease in Net Initial Yield ("NIY") by 0.25% would increase the property portfolio valuation by GBP1.72m and an increase of 0.25% would decrease the property portfolio valuation by GBP1.60m.
22. Capital risk management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and continues to qualify for UK REIT status.
The Group defines capital as being share capital plus reserves. The Board of Directors monitors the level of capital as compared to the Group's debt facility and adjusts the ratio of debt to capital as is determined to be necessary, by issuing new shares, reducing or increasing debt, paying dividends and returning capital to shareholders.
The Directors intend that the Group will maintain a conservative level of aggregate borrowings with a medium-term target of 45% of the Group's gross assets.
23. Share capital
31 March 31 March
2017 2017
Number GBP'000
--------------------------------------------- ------------------------- -------------------------
Issued and fully paid up at 1p each 21,452,210 215
---------------------------------------------- ------------------------- -------------------------
At beginning of period - -
Issued and fully paid - 8 December 2015 1 -
Redeemed at par value - 13 April 2016 (IPO) (1) -
Issued and fully paid - 13 April 2016 (IPO) 10,317,910 103
Issued and fully paid - 28 November 2016 11,124,300 111
Issued and fully paid - 1 February 2017 10,000 1
At 31 March 2017 21,452,210 215
---------------------------------------------- ------------------------- -------------------------
On 13 April 2016, Pacific Industrial & Logistics REIT plc raised GBP10.3 million through its IPO and the Ordinary Shares issued were admitted to the AIM Market of The London Stock Exchange at an issue price of 100 pence per share.
On 28 November, Pacific Industrial & Logistics raised a further GBP11.1 million through the issue of 11,124,300 Ordinary shares at an issue price of 100 pence per share.
On 1 February 2017, 10,000 warrant shares were redeemed for an issue price of 97 pence per share.
24. Share premium
Share premium relates to amounts subscribed for share capital in excess of nominal value less any associated issue costs that have been capitalised.
31 March
2017
GBP'000
----------------------------------------------- -------------------------
Balance at the beginning of the period -
Share premium on the issue of ordinary shares 21,147
Share issue costs (693)
------------------------------------------------ -------------------------
20,454
----------------------------------------------- -------------------------
25. Share warrant reserve
31 March 31 March
2017 2017
Number GBP'000
------------------------------ ----------- ---------
At beginning of period - -
Issued - 13 April 2016 (IPO) 3,027,000 92
Redeemed - 1 February 2017 (10,000) (1)
At 31 March 2017 3,017,000 91
------------------------------- ----------- ---------
At 31 March 2017, there were 3,017,000 warrant shares in issue. Each warrant holder has the right to subscribe for new Ordinary shares on the basis of one new Ordinary share for each warrant held at a strike price of 97 pence per Ordinary share.
26. Operating leases
The Group as lessor
Future aggregate minimum rentals receivable under non-cancellable operating leases are:
< 1 year 2 - 5 years > 5 years Total
GBP'000 GBP'000 GBP'000 GBP'000
--------------- --------- ------------ ---------- ---------
31 March 2017 2,632 3,654 2,440 8,726
--------------- --------- ------------ ---------- ---------
27. Retained earnings
Retained earnings relates to all other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.
31 March
2017
GBP'000
--------------------------------------------------------------- ---------
Balance at the beginning of the period -
Retained profit for the period 4,887
First interim dividend for the period ended 30 September 2016 (310)
Balance at end of period 4,577
----------------------------------------------------------------- ---------
28. Related party transactions
The terms and conditions of the Investment Management Agreement are described in the Management Engagement Committee Report. During the period, the amount paid for services provided by Pacific Capital Partners Limited (the "Manager") totalled GBP0.13 million. The total amount outstanding at the period end relating to the Investment Management Agreement was GBP0.08 million.
Long-term incentive plan
Under the terms of the Company's long-term incentive plan, at 31 March 2017 Pacific Industrial LLP, an affiliate of Pacific Investments Limited has subscribed for shares in Pacific Industrial & Logistics Limited. Further details have been provided in note 11.
Acquisition of investment properties
During the period, the Group incurred fees totalling GBP106,640 from M1 Agency LLP, a partnership in which Richard Moffitt is a designated member, in relation to the acquisition of two investment properties. The fees were charged in line with standard commercial property terms.
For both transactions listed above, Richard Moffitt's benefit is derived from the profit allocation he receives from M1 Agency LLP as a member and not from the transaction, which has been approved by the board.
Transactions with subsidiaries
The subscription of shares in Pacific Industrial & Logistics Limited by Pacific Industrial LLP (the Manager) has diluted the Company's effective ownership in all subsidiary undertakings to 99.98%. We are required to disclose all inter-company transactions that took place during the period for all subsidiary undertakings of the Company that are not 100% owned.
Transactions between the Company and its subsidiaries are in the normal course of business. Such transactions are eliminated on consolidation.
During the period fees of GBP380,160 were charged to Pacific Industrial & Logistics Acquisitions (1) Limited, a subsidiary undertaking incorporated in England and Wales, from Pacific Industrial & Logistics REIT plc. At 31 March 2017, GBPnil was due from Pacific Industrial & Logistics Acquisitions (1) Limited.
During the period, Pacific Industrial & Logistics REIT plc carried out transactions with Pacific Industrial & Logistics Limited, a subsidiary undertaking incorporated in England and Wales. The total amount of these transactions was a net loan increase of GBP11,307,591. At 31 March 2017, Pacific Industrial & Logistics REIT plc was due GBP11,307,591 from Pacific Industrial & Logistics Limited.
During the period, Pacific Industrial & Logistics Limited carried out transactions with Pacific Industrial & Logistics Acquisitions (1) Limited, a subsidiary undertaking incorporated in England and Wales. The total amount of these transactions was a net loan increase of GBP11,280,685. At 31 March 2017, Pacific Industrial & Logistics Limited was due GBP11,280,685 from Pacific Industrial & Logistics Acquisitions (1) Limited.
During the period, fees of GBP403,999 were charged to Alanchoice Limited, a subsidiary undertaking incorporated in England and Wales, from Pacific Industrial & Logistics Acquisitions (1) Limited. At 31 March 2017, GBPnil was due from Alanchoice Limited.
During the period, Pacific Industrial & Logistics Acquisitions (1) Limited carried out transactions with Alanchoice Limited, a subsidiary undertaking incorporated in England and Wales. The total amount of these transactions was a net loan increase of GBP30,230,412. At 31 March 2017, Pacific Industrial & Logistics Acquisitions (1) Limited was due GBP30,230,412 from Alanchoice Limited.
During the period, Pacific Industrial & Logistics REIT plc received a dividend of GBP2,650,00 from Pacific Industrial & Logistics Limited.
During the period, Pacific Industrial & Logistics Limited received a dividend of GBP2,700,000 from Pacific Industrial & Logistics Acquisitions (1) Limited.
During the period, Pacific Industrial & Logistics Acquisitions (1) Limited received a dividend of GBP3,000,000 from Alanchoice Limited.
29. Net asset value per share (NAV)
Basic NAV per share is calculated by dividing net assets in the Consolidated Statement of Financial Position attributable to Ordinary shareholders by the number of Ordinary shares outstanding at the end of the period.
Net Asset Values have been calculated as follows:
Basic NAV: 31 March
2017
GBP'000
Net assets per Consolidated Statement of Financial Position (GBP'000) 25,371
------------------------------------------------------------------------ -------------------
Ordinary shares:
Number of Ordinary Shares in issue at 31 March 2017 21,452,210
------------------------------------------------------------------------ -------------------
Basic Net Asset Value per share (pence) 118.26p
------------------------------------------------------------------------ -------------------
At 31 March 2017, there were 3,017,000 warrant shares in issue. Each warrant holder has the right to subscribe for new Ordinary shares on the basis of one new Ordinary share for each warrant held at a strike price of 97 pence per Ordinary share.
Basic diluted NAV: 31 March
2017
GBP'000
Net assets per Consolidated Statement of Financial Position (GBP'000) 25,371
Add: cash received from issued share warrants (GBP'000) 2,926
---------------------------------------------------------------------------------------------- -----------
Diluted Net Asset Value (GBP'000) 28,297
---------------------------------------------------------------------------------------------- -----------
Ordinary shares:
Number of Ordinary Shares for the purpose of dilutive Net Asset Value per share at 31 March
2017 24,469,210
---------------------------------------------------------------------------------------------- -----------
Diluted Net Asset Value per share (pence) 115.64p
---------------------------------------------------------------------------------------------- -----------
The EPRA NAV is seen by the Directors as a fairer reflection of the Group's financial position. This is calculated by adding back the derivative interest rate swap to the net assets as at 31 March 2017 per the Consolidated Statement of Financial Position, in accordance with EPRA guidelines.
Net asset values have been calculated as follows:
EPRA basic NAV 31 March
2017
GBP'000
Net assets per Consolidated Statement of Financial Position (GBP'000) 25,371
Add back: derivative interest rate swaps (GBP'000) 115
------------------------------------------------------------------------ ---------------------
EPRA Net Asset Value (GBP'000) 25,486
------------------------------------------------------------------------ ---------------------
Ordinary shares:
Number of Ordinary Shares in issue at 31 March 2017 21,452,210
------------------------------------------------------------------------ ---------------------
EPRA basic Net Asset Value per share (pence) 118.80p
------------------------------------------------------------------------ ---------------------
EPRA diluted NAV 31 March
2017
GBP'000
EPRA net assets per Consolidated Statement of Financial Position (GBP'000) 25,486
Add: cash received from issued share warrants (GBP'000) 2,926
---------------------------------------------------------------------------------------------- --------------------
EPRA diluted Net Asset Value (GBP'000) 28,412
---------------------------------------------------------------------------------------------- --------------------
Ordinary shares:
Number of Ordinary Shares for the purpose of dilutive Net Asset Value per share at 31 March
2017 24,469,210
---------------------------------------------------------------------------------------------- --------------------
EPRA diluted Net Asset Value per share (pence) 116.11p
---------------------------------------------------------------------------------------------- --------------------
This information is provided by RNS
The company news service from the London Stock Exchange
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