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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Life Science Reit Plc | LSE:LABS | London | Ordinary Share | GB00BP5X4Q29 | ORD GBP0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 1.40 | 3.63% | 40.00 | 38.30 | 39.90 | 40.00 | 40.00 | 40.00 | 2,535 | 08:03:26 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Real Estate Investment Trust | 15.71M | -27.61M | -0.0789 | -5.07 | 140M |
From Apr 2022 to Apr 2024
TIDMLABS
RNS Number : 2259U
Life Science REIT PLC
27 March 2023
27 March 2023
LEI: 213800RG7JNX7K8F7525
Life Science REIT plc
(the "Company", "Life Science REIT" or, together with its subsidiaries, the "Group")
AUDITED RESULTS FOR THE YEARED 31 DECEMBER 2022 AND NOTICE OF AGM
A robust financial and strategic performance in 2022, delivering on targets set at IPO, acquiring attractive assets and driving reversionary values
Life Science REIT (LSE: LABS), the real estate investment trust focused on UK life science properties, today announces its audited preliminary results for the year ended 31 December 2022.
Financial highlights(1)
We delivered a robust financial performance in 2022, delivering on our IPO targets despite a challenging macroeconomic environment.
Hot Features
Premium
12 months to 31 December 2022 12 months Period
to 31 December to 31 December
2022 2021(2)
-------------------------------------- --------------- ---------------
Gross property income GBP13.1m GBP0.5m
(Loss)/profit before tax GBP(27.5)m GBP7.7m
IFRS (loss)/earnings per share (7.9)p 2.2p
EPRA earnings/(loss) per share 0.4p (0.1)p
Adjusted earnings/(loss) per share(3) 0.7p (0.1)p
Dividends per share(4) 4.0p n/a
-------------------------------------- --------------- ---------------
As at 31 December 2022 As at As at 31
31 December December
2022 2021
-------------------------------------- --------------- ---------------
Portfolio valuation GBP387.6m GBP192.2m
IFRS net asset value ("NAV") GBP319.5m GBP350.6m
IFRS NAV per share 91.3p 100.2p
EPRA net tangible assets GBP315.1m GBP350.6m
EPRA net tangible assets per share 90.0p 100.2p
Loan to value(5) 16.8% n/a
-------------------------------------- --------------- ---------------
-- IPO proceeds fully invested within six months of IPO, in line with plan
-- Completed move from AIM to the Main Market of the London Stock Exchange, effective 1 December 2022
-- Paid or declared dividends totalling 4.0 pence per share in respect of the period from Admission to 31 December 2022, meeting the Company's IPO target
-- Portfolio valued at GBP387.6m as at 31 December 2022 with a revaluation loss of GBP31.3 million in the year, reflecting a 7.5% reduction on book value. The vast majority of the fall is attributed to the 2022 transactions where acquisitions and purchasers' costs were the main contributor. The remainder was on the like-for-like portfolio where a 29 bps outward yield shift in the year was partly offset by a 4.7% like-for-like growth in ERV reflecting the embedded value in the overall life science sector
-- IFRS net asset value of GBP319.5 million or 91.3 pence per share at the year end, down 8.9% from 31 December 2021
-- Agreed GBP150.0 million debt facility with HSBC, comprising GBP75.0 million three-year term loan and GBP75.0 million revolving credit facility, at 225 basis points over SONIA
-- Gross debt of GBP110.8 million at 31 December 2022, including GBP35.8 million drawn on Oxford Technology Park ("OTP") acquired facility, resulting in a loan to value ("LTV") of 16.8%
-- Capped SONIA on the HSBC term loan at 2.0% and an existing SONIA cap acquired on the OTP facility at 0.75%, resulting in interest rate protection at 94.1% of drawn debt at year end
-- Cancelled the share premium account of GBP339.3 million, to create substantial distributable reserves
Operational highlights
We made good progress implementing our strategy, acquiring further attractive assets, driving reversionary values in the existing portfolio and delivering our sustainability strategy
As at As at 31
31 December December
As at 31 December 2022 2022(1,6) 2021(1,6)
---------------------------------------------------------- ------------ ----------
Contracted rent roll GBP13.8m GBP9.3m
Estimated rental value GBP17.2m GBP10.1m
Occupancy 82.0% 80.9%
Weighted average unexpired lease term ("WAULT") to expiry 6.2 years 6.6 years
WAULT to first break 4.5 years 4.1 years
Net reversionary yield 5.2% 5.0%
---------------------------------------------------------- ------------ ----------
-- Acquired:
-- OTP for GBP120.3 million, comprising two complete multi-let office/lab buildings, an on-site hotel and a forward -- funded development site
-- 7-11 Herbrand Street ("Herbrand Street") for GBP85.0 million, which is fully let as offices until 2026 and has excellent potential for lab conversion
-- Made good progress with asset management plans, including developing new space at OTP and starting a project to repurpose empty space at Rolling Stock Yard ("RSY") as 'plug and play' laboratories, the latter of which has now completed
-- Portfolio at the year end has good exposure to Oxford, Cambridge and London Knowledge Quarter, and includes income-producing assets and new-build developments
-- Contracted rent roll increased from GBP9.3 million at 31 December 2021 to GBP13.8 million at 31 December 2022, primarily as a result of the acquisitions
-- Significant potential in the investment portfolio, with the estimated rental value ("ERV") of GBP17.2 million reflecting a reversionary percentage of 8.7% on let space. Like-for-like ERV growth in the year was 4.7%
-- WAULT to expiry has reduced by 0.4 years to 6.2 years (31 December 2021: 6.6 years), reflecting acquisitions and the natural reduction of WAULT over time
-- Occupancy of 82.0% at the year end (31 December 2021: 80.9%), with the 2022 acquisitions and lease up of OTP driving an improvement on the prior year
Sustainability and corporate governance
-- New sustainability strategy developed, combining corporate-level and asset-type specific objectives
-- First year of disclosing performance for carbon, energy, waste and water for four of our six assets, in line with EPRA, SECR and TCFD requirements
-- Appointed Richard Howell as a Non-Executive Director and subsequently as Senior Independent Director and Chair of the Audit and Risk Committee
-- Appointed Sally Ann Forsyth as the Board's Sustainability Lead and Michael Taylor as Chair of the Management Engagement Committee
Post year end highlights
-- Completed letting to Oxford Ionics on 4,887 sq ft of space at OTP, at a rent of GBP28.5 per sq ft
-- Completed letting with a life science company backed by Syncona on 7,322 sq ft at Rolling Stock Yard, at a rent of GBP110.0 per sq ft
-- Completed letting to Arcturis Data at OTP on 5,509 sq ft, at a rent of GBP28.7 per sq ft
-- The above lettings progress increases occupancy to 88.6%, a 6.6% uplift on the year end position
-- In February 2023 the OTP debt facility was refinanced by drawing down GBP26.3 million from the Group's existing GBP150.0 million HSBC facility as well as utilising existing cash resources
-- The Board has declared a second interim dividend of 3.0 pence per share in respect of the year ended 31 December 2022, in addition to the 1.0 pence interim ordinary dividend paid on 31 October 2022, and has therefore met the target dividend yield of 4.0% set at IPO. This will be paid as an ordinary dividend on 15 May 2023, with an ex -- dividend date of 13 April 2023
-- Sustainability Committee formed with Sally Ann Forsyth as Chair
Claire Boyle, Chair of Life Science REIT, commented:
"At the end of the Group's first full year, I am delighted to say that we have delivered on the promises we set out at our IPO in November 2021. We achieved our goal of fully deploying the IPO proceeds within six months, completed our move from AIM to the Main Market and met our dividend target. Our focus now is on executing our business plans for each of the assets, to drive capital values and income growth whilst embedding rigorous ESG practices in all our operations."
Simon Farnsworth, Managing Director of the Investment Adviser, Ironstone Asset Management Limited, added:
"The Group continues to benefit from the enduring strong occupier demand and ongoing limited supply of suitable space for life science companies in the Golden Triangle, and we expect this imbalance to continue to drive lettings and rental growth in the future. Our success to date with leasing events and ongoing development activity at Oxford Technology Park and the substantial rental uplift with the post year end letting at Rolling Stock Yard, all clearly demonstrate the portfolio's potential to drive further earnings growth and support our asset valuations. We will continue our development programme at OTP, where we are targeting to complete a further 388,100 sq ft of space by mid-2024."
Analyst meeting
An in-person meeting for analysts will be held at 10:00am this morning, 27 March 2023. The meeting will be hosted by Simon Farnsworth, Managing Director, David Lewis, Finance Director, and Ian Harris, Director of Asset Management at Ironstone Asset Management, the Company's Investment Adviser. For further details, please contact LifeSciencereit@buchanan.uk.com .
A live audiocast of the meeting will be available via at the following link:
https://webcasting.buchanan.uk.com/broadcast/63eb7e5ac09ed3517c0b3233
Following the meeting, a recording of the audiocast will be made available for replay at the Company's website, https://lifesciencereit.co.uk
(1) The Group presents EPRA Best Practices Recommendations as Alternative Performance Measures ("APMs") to assist stakeholders in assessing performance alongside the Group's statutory results reported under IFRS. APMs are among the key performance indicators used by the Board to assess the Group's performance and are used by research analysts covering the Group. EPRA Best Practices Recommendations have been disclosed to facilitate comparison with the Group's peers through consistent reporting of key real estate specific performance measures. However, these are not intended as a substitute for IFRS measures. Please see the unaudited supplementary notes for further details on APMs.
(2) The comparative period is from 1 August 2021 to 31 December 2021.
(3) Adjusted EPS excludes exceptional costs associated with the Company's move from AIM to the Main Market of the London Stock Exchange. There were no exceptional items in the period to 31 December 2021.
(4) Dividends paid and declared in respect of the year to 31 December 2022, including the second interim dividend of 3.0 pence per share declared on 27 March 2023, and due for payment on 15 May 2023. Dividends paid during the year to 31 December 2022 totalled 1.0 pence per share (period to 31 December 2021: nil).
(5) Gross debt less cash, short-term deposits and liquid investments, divided by the aggregate value of properties and investments.
(6) Investment properties only. Development properties and land have been excluded from the above metrics.
Notice of Annual General Meeting and availability of the Annual Report
The Notice of the Annual General Meeting of the Company ("Notice of AGM") to be held on 25 May 2023 is now available on the Company's website, https://lifesciencereit.co.uk. The Notice of AGM and the Annual Report will be posted shortly to those shareholders who have opted to receive physical communications from the Company. A copy of the Annual Report will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. For the purposes of complying with the Disclosure Guidance and Transparency Rules ("DTRs") and the requirements imposed on the Company through the DTRs, the Annual Report, as will be submitted to the National Storage Mechanism, contains the full text of the Auditors' Report, which is excluded from this announcement.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Ironstone Asset Management - Investment Adviser Simon Farnsworth via Buchanan below Panmure Gordon - Joint Corporate Broker +44 20 7886 2500 Alex Collins / Tom Scrivens Jefferies International Limited - Joint Corporate Broker +44 20 7029 8000 Tom Yeadon / Andrew Morris / Oliver Nott G10 Capital Limited - AIFM +44 20 7397 5450 Verity Morgan-Jones / Paul Cowland Buchanan -- Financial PR + 44 20 7466 5000 Mark Court / Henry Wilson / Verity Parker LifeSciencereit@buchanan.uk.com
Notes to editors
Life Science REIT plc is the UK's first listed property business focused on the growing life science sector, specifically targeting opportunities in the 'Golden Triangle' research and development hubs of Oxford, Cambridge and London's Knowledge Quarter. By investing primarily in a diversified portfolio of properties that are leased, or intended to be leased, to occupiers in the life science sector, the Group aims to generate capital growth whilst also delivering growing income.
The Company's shares are traded on the Main Market of the London Stock Exchange, under the ticker LABS.
Further information is available at https://lifesciencereit.co.uk
Chair's statement
At the end of the Group's first full year, I am delighted to say that we have delivered on the promises we set out at our IPO in November 2021. We achieved our goal of fully deploying the IPO proceeds within six months, completed our move from AIM to the Main Market and met our dividend target. Our focus now is on executing our business plans for each of the assets, to drive capital values and income growth.
An attractive and resilient market
In my previous reports, I have outlined the significant attractions of our market. There is high occupier demand in the Golden Triangle locations we are targeting, underpinned by long-term structural growth drivers. At the same time, there is very little available space and a limited pipeline of new developments, leading to robust rental growth. The life science sector also has low exposure to consumer spending, helping to insulate it from the broader economic cycle.
These positive attributes proved their worth in the second half of the year, as worsening economic conditions, high interest rates and continued geopolitical uncertainty contributed to a rapid expansion in yields in many real estate sectors. While life science has not been immune, the strong occupational market has helped to limit the impact on asset valuations, with outward yield shifts being partly offset by continued increases in estimated rental values.
Successfully implementing the strategy
In the first half of the year, we acquired OTP, which was the final asset in our initial pipeline, and Herbrand Street in the London Knowledge Quarter, which has excellent potential for conversion to laboratories.
The portfolio offers significant near-term value creation opportunities, including completing the development site at OTP, repositioning Cambourne Business Park and repurposing unlet space at Rolling Stock Yard as 'plug and play' laboratories. We are making good progress with our development programme at OTP, with a further two buildings nearing completion and two more under way. We are in discussions with a wide range of potential occupiers at OTP, including for space that has yet to complete, and have announced new leases with Oxford Ionics and Arcturis Data after the year end. We have also secured what we believe to be a record rent for a lab in London at Rolling Stock Yard, with our refit increasing rents from GBP65.0 per sq ft to GBP110.0 per sq ft on the new lab space.
In addition to laboratories and offices, life science businesses are increasingly focused on computing power and our potential occupiers include data centre and quantum computing companies. We are also looking at production space within our sites, with demand increasing as companies re-shore manufacturing to ensure supply chain resilience. Increasingly, life science businesses want to have their head office, R&D and production facilities within the UK and often on the same site.
Financial performance and dividends
The portfolio was independently valued at GBP387.6 million at the year end, reflecting a 7.5% reduction on book value. Market factors outlined above in addition to acquisition and purchasers' costs drove this decline. Like-for-like ERVs increased by 4.7%, due to further market rental growth which helped to partially offset the decline in values during the year.
The IFRS net asset value at 31 December 2022 was 91.3 pence per share, an 8.9% reduction on the prior year after accounting for the fall in portfolio valuations and the costs of acquisitions in the year. IFRS earnings per share ("EPS") was a loss of 7.9 pence, while EPRA EPS was 0.4 pence. Adjusted EPS, which excludes the the effect of one-off exceptional costs, was 0.7 pence.
At IPO, we set a target dividend yield of 4.0%, based on the issue price of 100 pence per share. After paying an interim ordinary dividend of 1.0 pence per share on 31 October 2022, the Board has declared a second interim dividend of 3.0 pence per share, to give a total for the period from Admission to 31 December 2022 of 4.0 pence, thereby meeting our target. The second interim dividend will be paid as an ordinary dividend on 15 May 2023, with an ex-dividend date of 13 April 2023.
A well-financed business
The business has a robust financial position, with the resources we need to implement our asset management plans and significant headroom in our facilities.
During the year we agreed our first debt financing, a GBP150.0 million facility with HSBC, split equally between a term loan and a revolving credit facility. At the year end, total net borrowings stood at GBP65.2 million, giving us a loan to value ("LTV") ratio of 16.8%. On a gross debt basis this was 28.6%; we expect to maintain a LTV of 30% -- 40% in the longer term.
Given the sharp rise in interest rates in the second half of the year, we were pleased to have put in place hedging that caps the SONIA rate on the term loan at 2.0% until March 2025. We also acquired an existing SONIA cap on the OTP facility at 0.75%. As a result, 94.1% of our drawn debt at the year end was at a capped rate.
Since the year end we have refinanced the OTP debt facility by drawing down GBP26.3 million from the existing HSBC facility as well as utilising existing cash resources.
Move to the Main Market
At IPO, we said we intended to move from AIM to the Main Market of the London Stock Exchange, which took place on 1 December 2022. The benefits include access to a deeper pool of capital and a broader range of shareholders, which will help us to implement our growth strategy and contribute to increased liquidity in the shares. The move to the Main Market also creates the potential for the Company to be included in a broader range of equity indices in the future, including FTSE's EPRA and UK Index Series, which may further increase demand for the shares and their liquidity. As at 17 March 2023 the Company was included in the FTSE UK All-Share and Small Cap Indices. In addition, as a Main Market company, we now comply with higher governance standards under the Listing Rules, and related regulations and guidance. We therefore see this as an important step in our development.
Sustainability matters
Our approach to value creation includes rigorously managing ESG issues. We incorporate environmental and social characteristics in our business processes and management and already have a strong track-record, including BREEAM -- certified buildings and A or B rated energy performance certificates ("EPCs"). We are now challenging ourselves to go further.
In 2022, we measured our carbon baseline, defined our sustainability strategy and undertook a climate risk assessment (see Sustainability section in the Annual Report for further details). We are augmenting our existing suite of management controls, KPIs and tools with wider environmental and social metrics, to ensure we maximise opportunities to collaborate with our occupiers, and that we have a robust risk framework, including climate-related risks, as part of our governance processes and business resilience.
From a governance perspective, we completed our first evaluation of the Board and its Committees, which showed that we are functioning well together. As previously reported, we appointed Richard Howell as a Non-Executive Director in May 2022 and he subsequently became our Senior Independent Director and Chair of the Audit and Risk Committee. This has allowed Sally Ann Forsyth to focus on her role as the Board's Sustainability Lead (and Chair of the Sustainability Committee from 2023), while Michael Taylor has taken over as Chair of the Management Engagement Committee.
Looking forward
Going into 2023, we expect the favourable conditions in the occupational market to continue, supporting our leasing activity as we execute our asset management plans. Our success to date with leasing-up OTP and the substantial rental uplift with the post year end letting at Rolling Stock Yard demonstrate the portfolio's potential to drive further earnings growth and support our asset valuations, by fulfilling the overwhelming demand in the Golden Triangle for specifically designed lab space. We will continue our development programme at OTP, where we are targeting to complete a further 388,100 sq ft of space by mid-2024.
Across the wider investment market, the potential for further valuation declines in the first half of 2023 may create interesting acquisition opportunities for us in the second half of the year.
Growth in the immediate future will be focused around our letting, asset management and development activities. We believe the strong occupier demand and limited supply of space in the life science sector will continue to drive rental growth in the future. In the short term we expect further investment activity to be muted until the economic outlook becomes clearer but will continue to closely monitor the life science investment market for any interesting acquisition opportunities.
Claire Boyle
Chair
24 March 2023
Objectives and strategy
Our investment objective remains focused on providing shareholders with an attractive level of total return, with a focus on capital growth, whilst also providing a growing level of income.
Our objectives
We aim to provide shareholders with an attractive total return, underpinned by secure income.
Total accounting return
Our target is in excess of 10.0% per annum, through a combination of dividends and growth in NAV.
Outcome in 2022
The total accounting return for the year was -9.1%.
Plan for 2023
2022 transaction costs and macromarket conditions drove a revaluation loss in 2022 being the key contributor to the -9.1% total accounting return. However, we remain committed to targeting a return of at least 10.0% per annum by continuing to implement our strategy set out below.
Dividends
Our target for the period from Admission to 31 December 2022 was a total dividend of 4.0 pence per share, representing a yield of 4.0% on the IPO price of 100 pence per share.
Outcome in 2022
We declared total dividends in respect of the period of 4.0 pence per share.
Plan for 2023
Our target dividend for 2023 remains at 4.0 pence per share.
Our strategy
To achieve our objectives, we are implementing the strategy set out below:
1. Investment strategy 2. Asset management strategy 3. Financing strategy
------------------------------------------------------------ ------------------------------------------------------------- ------------------------------------------------------------
We aim to construct a portfolio diversified by property We invest in our properties to enhance their appeal to life We finance our business using shareholders' equity, along
type and occupier. We predominantly science occupiers and increase with a prudent level of debt. We
buy properties where we can add value through active asset capital values and rents. This may include extensions to may also dispose of assets from time to time, which will
management and may acquire individual buildings, refurbishments, change generate funds for reinvestment.
buildings, groups of buildings or entire science parks. of use and fitting out space as laboratories. We may use any
periods of vacancy (for example In the longer term, we expect to maintain a loan to value
We primarily target the Golden Triangle and may consider on lease expiry) to carry out this investment. ratio of 30%-40%. Our approach to
opportunities in other emerging clusters debt financing may include hedging. We also intend to
around the UK. Our strategy also includes enhancing our buildings' implement a Green Finance framework
sustainability and engaging with occupiers policy, so we can access applicable schemes offered by
We address the demand-supply imbalance for space in our to identify mutual agendas. See Annual Report for our financial institutions.
target locations by forward-funding sustainability strategy.
developments and acquiring land to develop.
------------------------------------------------------------ ------------------------------------------------------------- ------------------------------------------------------------
Progress Progress Progress
------------------------------------------------------------ ------------------------------------------------------------- ------------------------------------------------------------
* Acquired two assets in the year: * Made good progress with our programme, including: * Agreed GBP150.0 million debt facility with HSBC,
comprising a term loan and revolving credit facility
of GBP75.0 million each
* Herbrand Street for GBP85.0 million, which is fully * nearing completion for two buildings at OTP and
let as offices until 2026 and has excellent potential starting work on two others; * Hedged the interest rate on the term loan by capping
for lab conversion. the SONIA rate at 2.0%
* developing our plans to rebrand Cambourne Business
* OTP for GBP120.3 million, comprising two complete Park during H1 2023; and * 94.1% of drawn debt was hedged at the year end
multi-let office/lab buildings, an on-site hotel and against rising interest rates
a forward -- funded development site.
* starting the refit of vacant space at Rolling Stock
Yard as laboratories. * In February 2023 the OTP debt facility was refinanced
by drawing down GBP26.3 million from the Group's
existing GBP150.0 million HSBC facility as well as
utilising existing cash resources.
* See sustainability section in the Annual Report for
strategy progress
* Since the year end we have agreed two new leases at
OTP and secured a record rent of GBP110.0 per sq ft
for London lab space, on part of the repurposed spa
ce
at Rolling Stock Yard, showcasing the benefits of o
ur
asset management.
------------------------------------------------------------ ------------------------------------------------------------- ------------------------------------------------------------
Key performance indicators
We use the following key performance indicators ("KPIs") to monitor our performance and strategic progress.
Occupancy
82.0% 2021: 80.9%
------------------------- ------------------------ --------------------------- -----------------
Description Relevance to our Performance Link to strategy
Total open market strategy At 31 December 2022, Asset management
rental value of Shows our ability occupancy across strategy
the units leased to retain occupiers the investment portfolio
divided by total at renewal and to was 82.0% (31 December
open market rental let vacant space, 2021: 80.9%), with
value, excluding balanced with the the 2022 acquisitions
development property need for vacancy and lease up of
and land, and equivalent to carry out asset OTP driving an improvement
to one minus the management initiatives. on the prior year.
EPRA vacancy rate.
------------------------- ------------------------ --------------------------- -----------------
Like-for-like rental
income movement
1.2% 2021: n/a
-------------------------- -------------------- --------------------- -----------------
Description Relevance to our Performance Link to strategy
The increase/decrease strategy At 31 December 2022, Asset management
in contracted rent Shows our ability like -- for -- like strategy
of units owned throughout to identify and rental income was
the period, expressed acquire attractive an increase of 1.2%,
as a percentage properties and grow driven by a rent
of the contracted rents over time. review that settled
rent at the start in the second half
of the period, excluding of the year.
development property
and land and units
undergoing refurbishment.
-------------------------- -------------------- --------------------- -----------------
Like-for-like valuation
movement
(1.8)% 2021: n/a
---------------------------- ------------------------- ------------------------ --------------------
Description Relevance to our Performance Link to strategy
The increase/decrease strategy The portfolio valuation Investment, Asset
in the valuation A high-quality portfolio decreased by 1.8% management strategy
of properties owned and an active asset on a like -- for-like
throughout the period management programme basis, as a result
under review, expressed will help us to of the investment
as a percentage increase asset values market conditions
of the valuation in favourable market described in the
at the start of conditions and will market overview
the period, and help to support section of the Annual
net of capital expenditure. our valuations when Report.
market conditions
are unfavourable.
---------------------------- ------------------------- ------------------------ --------------------
Like-for-like carbon
intensity
n/a 2021: n/a
--------------------- --------------------- -------------------- --------------------
Description Relevance to our Performance Link to strategy
The like-for-like strategy Will be reported Investment, Asset
change in landlord The sustainability on from 31 December management strategy
procured energy strategy targets 2023 when there
consumption by area for decarbonisation are two full years
measured in MWh/m(2) will be set in 2023. of data.
. This will be a key
measure of this
commitment going
forward.
--------------------- --------------------- -------------------- --------------------
Total cost ratio
58.9% 2021: 163.5%
---------------------------- ----------------------- ------------------------ ------------------
Description Relevance to our Performance
EPRA cost ratio strategy The total cost ratio Link to strategy
including direct Shows our ability was 58.9% for 2022. Asset management
vacancy costs but to effectively control This ratio is expected strategy
excluding one-off our cost base, which to continue to decrease
costs. The EPRA in turn supports as the buildings
cost ratio is the dividend payments at OTP complete
sum of property to shareholders. and we repurpose
expenses and administration assets to lab space.
expenses, as a percentage
of gross rental
income.
---------------------------- ----------------------- ------------------------ ------------------
EPRA net tangible
assets per share
("NTAPS")
90.0p 2021: 100.2p
--------------------------- -------------------------- ---------------------------- ----------------------
Description Relevance to our Performance Link to strategy
This net asset value strategy At 31 December 2022, Investment, Asset
measure assumes Reflects our ability the EPRA NTA was management, Financing
entities buy and to add value by 90.0 pence per share strategy
sell assets, thereby acquiring well and (31 December 2021:
crystallising certain through asset management, 100.2 pence), driven
levels of deferred which in turn increases by 2022 transaction
tax liability. Adjustments our resilience during costs and the macroeconomic
are also made for market downturns. impact on real estate
the fair value of valuations in the
certain financial second half of the
derivatives. year.
--------------------------- -------------------------- ---------------------------- ----------------------
Loan to value ratio
16.8% 2021: n/a
--------------------- -------------------------- ----------------------- -------------------
Description Relevance to our Performance Link to strategy
Gross debt less strategy The LTV at 31 December Asset management,
cash, short -- term Shows our ability 2022 was 16.8%. Financing strategy
deposits and liquid to balance the additional We expect the ratio
investments, divided portfolio diversification to be 30%-40% longer
by the aggregate and returns that term.
value of properties come from using
and investments. debt, with the need
to manage risk through
prudent financing.
--------------------- -------------------------- ----------------------- -------------------
Dividends (pence
per share)
4.0p 2021: n/a
----------------------- ------------------------- ------------------- ----------------------
Description Relevance to our Performance Link to strategy
The total amount strategy The total dividend Investment, Financing
of dividends paid Shows our ability in respect of the strategy
or declared in respect to construct a portfolio year was 4.0 pence
of the financial that delivers a per share (paid
year divided by secure and growing plus declared).
the number of shares income, which underpins This is in line
in issue in the dividend payments with our target
period. to shareholders. at IPO.
----------------------- ------------------------- ------------------- ----------------------
Investment Adviser's report
Implementing the investment strategy
We continued to implement the Group's investment strategy during the year, with the Group acquiring two further assets for the portfolio.
7-11 Herbrand Street
On 6 May 2022, the Group acquired Herbrand Properties Limited, which owned the freehold to Herbrand Street, for GBP85.0 million at a net initial yield of 4.4%. The entire building is let until October 2026 to Thought Machine, one of the UK's leading fintech companies, at a contracted rent of GBP4.0 million per annum.
The asset is in London's Knowledge Quarter, which includes many innovative companies and major academic institutions and healthcare organisations such as University College London, University College Hospital, the Francis Crick Institute and the Oriel project, a future world-leading eye hospital, research and education centre due to open in 2027.
The iconic Art Deco building currently comprises Grade A office space, with a net internal area of around 68,600 sq ft on four floors with a partial basement. It represents an ideal opportunity for development as a major life science asset, with our feasibility study confirming it has great potential for lab conversion, given its substantial floor-to-ceiling heights, structural slab and large, column-free floor plates.
Oxford Technology Park ("OTP")
On 13 May 2022, the Group acquired OTP through the purchase of Oxford Technology Park Holdings Limited and its subsidiaries, for GBP120.3 million (before rental guarantees and other small adjustments) at a net initial yield on purchase of 4.8%.
The acquisition included OTP's debt of GBP33.6 million and the Group will provide up to GBP67.3 million of forward funding to complete the park's build-out, which is continuing to be managed by the developer until practical completion.
The portfolio
The Group's portfolio at 31 December 2022 was as follows:
Contracted
Valuation WAULT WAULT rent(1)
-------------- ------------------
GBP per Area Occupancy to break to expiry NIY NRY
Asset GBPm sq ft sq ft % Years Years GBPm p.a. GBP PSF % %
------------------------ ----- ------- ---------- --------- -------- --------- --------- ------- --- ------
Cambourne Business Park 87.2 376 231,700(5) 80.1 2.1 5.5 4.1 22.1 4.4 5.8
Rolling Stock Yard 83.9 1,558 53,900(2) 66.7(3) 3.5 6.5 3.5 65.5 3.9 4.6
7-11 Herbrand Street 79.8 1,163 68,600(5) 100.0 - 3.8 4.0 58.5 4.7 5.0
OTP - Investments 43.8 420 104,300 72.5 14.1 15.3 1.4 17.9 3.0 5.1
Lumen House 7.8 446 17,600 100.0 - 0.4 0.4 24.5 5.1 7.0
The Merrifield Centre 7.5 595 12,600 100.0 4.0 9.0 0.3 23.1 3.6 5.5
------------------------ ----- ------- ---------- --------- -------- --------- --------- ------- --- ------
Investment assets 310.0 634 488,700 82.0 4.5 6.2 13.8 33.1 4.2 5.2
OTP - Developments 77.6 200 388,100(4) - - - - - - 4.8(6)
------------------------ ----- ------- ---------- --------- -------- --------- --------- ------- --- ------
Development assets 77.6 200 388,100 - - - - - - 4.8
------------------------ ----- ------- ---------- --------- -------- --------- --------- ------- --- ------
Total 387.6 442 876,800 82.0 4.5 6.2 13.8 33.1 4.2 4.8
------------------------ ----- ------- ---------- --------- -------- --------- --------- ------- --- ------
(1) Restated from 31 December 2021 to exclude rental guarantees not held in escrow.
(2) Restated from 31 December 2021 to exclude the reception area.
(3) Restated from 31 December 2021 to be calculated as a percentage of ERV.
(4) Full build-out area.
(5) Restated in-line with measured survey.
(6) Development property only, excludes development land.
The contracted rent roll for the investment assets at the year end was GBP13.8 million (31 December 2021: GBP9.3 million), up 48.4%. The portfolio has strong reversionary potential, with the estimated rental value of the investment assets at 31 December 2022 being GBP17.2 million (31 December 2021: GBP10.1 million). This is some 24.6% above the contracted rent of the investment assets, with the let area having a reversionary percentage of 8.7%. Our asset management programme aims to unlock this potential income growth over time. Overall occupancy at the year end has improved by 1.1% to 82.0% (31 December 2021: 80.9%) driven by 2022 acquisitions and the lease up of OTP.
Development assets consist of OTP buildings which are currently being constructed and the remaining development land. As the buildings practically complete they will be transferred into investment properties above. The 388,100 sq ft area shown in the table above is the expected area of the development assets once practically complete.
All of the assets are located within the Golden Triangle. The portfolio primarily comprises office and hybrid (office and laboratory) space. The split of assets by location and type, based on their valuation, as well as by life science occupier at 31 December 2022 is shown below.
Asset location by valuation
-- London 42.3% -- Oxford 33.3% -- Cambridge 24.4%
Asset type by valuation(1)
-- Hybrid & labs 77.4% -- Office 22.6%
Life science occupier area by floor type(2)
-- Labs (wet & dry) 36.8% -- Office 29.5% -- Write-up 26.6% -- Manufacturing and prototyping 7.1% (1) Includes full OTP scheme. (2) 25% of portfolio area (incl. vacant space) currently let out to life science occupiers.
The table below shows the Group's top ten occupiers at the year end. We expect companies that are not in the life science sector to exit the list in the coming years, as leases expire and we reposition the assets for life science occupiers.
Contracted
rent p.a.
No. Name Asset(1) (GBPm) % of total
------------ ------------------- -------- ---------- ----------
1 Thought Machine(3) HS 4.0 29%
2 Gyroscope RSY 1.5 11%
3 Carl Zeiss CBP 1.0 7%
4 Xero (UK) RSY 0.7 5%
5 Regus CBP 0.7 5%
6 MTK Wireless CBP 0.7 5%
7 Premier Inn OTP 0.7 5%
8 Native Antigen OTP 0.5 4%
9 Pacific Biosciences RSY 0.5 4%
10 Janet LH 0.4 3%
------------ ------------------- -------- ---------- ----------
Subtotal
-
top ten 10.7 78%
------------ ------------------- -------- ---------- ----------
Remaining(2) 3.1 22%
------------ ------------------- -------- ---------- ----------
Total 13.8 100%
------------ ------------------- -------- ---------- ----------
(1) HS - Herbrand Street; RSY - Rolling Stock Yard; CBP - Cambourne Business Park; OTP - Oxford Technology Park; LH - Lumen House.
(2) Includes rental guarantees at Rolling Stock Yard provided by the vendor.
(3) The Group's investment policy limits any one tenant to no more than 30% of the higher of gross contracted rents or the valuer's ERV of the Group's portfolio, including developments under forward-funding agreements. As we build out and lease up OTP, the rent roll will continue to diversify and reduce the proportion of total rents coming from individual tenants.
Implementing the asset management strategy
The portfolio presents a range of different opportunities to grow capital values and income, while positioning the assets to meet occupier needs and enhancing their ESG credentials. We made good progress with our asset management plans during the year, in particular with developing new space at OTP and repositioning existing space at other assets to appeal to life science occupiers. As part of our new sustainability strategy, we have developed long-term goals for the Group's assets.
Cambourne Business Park
The Group acquired Cambourne Business Park with the goal of repositioning it as the premier science park to the west of Cambridge. We progressed our rebranding project during 2022 and intend to relaunch the park under its new brand in H1 2023.
We have made a good start to attracting new occupiers, and since the year end have 5,000 sq ft under offer to an occupier who will fit out the space as a dry lab.
In addition, we are working up a scheme to convert around 20,000 sq ft to 'plug and play' laboratory space. This has the potential to increase rents to GBP40.0-GBP50.0 per sq ft, compared with the current GBP23.0 per sq ft, while remaining highly competitive against rents for similar space at other parks around Cambridge.
The EPC rating at Cambourne Business Park was reassessed during the first half of the year, resulting in an improvement from a D to a C rating, in line with our current target for the Group's assets. Our asset management programme will further enhance the site's environmental credentials and EPC rating.
Rolling Stock Yard
Since acquisition, we saw an opportunity to refit the first and second floors to create a combination of office space and 'plug and play' laboratories. The refit began in the second half of 2022 and completed during Q1 2023.
The lab space is highly flexible, with mobile benching and the ability to sub-divide into smaller rooms and has features such as a changing lobby for cleanliness. The office space includes meeting rooms, break-out areas and other features allowing occupiers to set up rapidly.
The capital cost for the lab refit was around GBP2.0 million or GBP158.5 per sq ft.
Since the year end, we have announced a lease with a life science company backed by Syncona on the second floor at GBP110.0 per sq ft for 7,322 sq ft of space, up from GBP65.0 per sq ft before the refi t. The lease is for five years with a tenant break at year three and increases occupancy at the building to 86.4%.
The reception area provides important communal space but we identified that it needed redesigning to make it a truly attractive place for occupiers to collaborate with each other. The new layout includes a 'Co-Lab' space with lounge seating and a high-end coffee machine, while the mezzanine floor offers a seating area with booths for meetings and work.
We are seeing occupier interest in the vacant first floor and will continue to market it to life science companies. The redesigned reception area is an ideal space for events and exhibitions, and we hope these will become a regular feature at Rolling Stock Yard.
More information can be found in the case study within the Annual Report.
7-11 Herbrand Street
The lease at Herbrand Street runs until Q4 2026. We continue to engage with the occupier and our base case is that they will stay until expiry. We are working up our plans for repositioning the building for life science use, once the Group can secure vacant possession.
Oxford Technology Park
Since acquisition, the development has progressed well. Buildings 4a, 4b, and 5 are due to complete by the end of H1 2023 and buildings 6 and 7 are expected to complete during H2 2023. A detailed planning application for Buildings 8 to 11 is ready to be submitted and we are expecting to start on-site during 2023.
We are seeing strong occupier interest in both the standing units and those still in development. In the second half, we agreed a pre-let with Williams Advanced Engineering ("WAE") on 56,500 sq ft in Building 5, at an initial rent of GBP18.8 per sq ft, rising to GBP20.3 per sq ft after 18 months. WAE offers leading-edge technology to companies focusing on green energy and medical engineering. Since the end of the year, we have completed two leases in Building 1. Arcturis Data on 5,509 sq ft at a rent of GBP28.7 per sq ft for ten years with a break and rent review after five years and Oxford Ionics on 4,887 sq ft at a rent of GBP28.5 per sq ft for two years, with a break clause at the end of the first year. This gives Oxford Ionics initial accommodation, while it prepares to occupy larger long-term space on the park. These lettings increased occupancy of the completed space at OTP by 13.8% to 86.3%.
We will continue to progress our development programme at OTP, with the aim of completing the remaining 388,100 sq ft of space by mid-2024. At the same time, we will secure further lettings, with discussions ongoing with a range of potential occupiers. In addition, we are in talks with potential operators to provide high-class amenities on-site, including a café, break-out space, meeting rooms and a gym.
More information can be found in the case study within the Annual Report.
Lumen House
During the year, we agreed a rent review on Lumen House, which increased the contracted rent by GBP0.1 million per annum from February 2022, in excess of our business plan at acquisition.
The current lease at Lumen House expires in the second quarter of 2023. We are working on plans to put forward a comprehensive redevelopment of the asset, to make it a highly attractive proposition for life science occupiers. While we progress these plans, including carrying out a feasibility study and securing planning permission, we are in discussions with the current occupier about a short-term extension to the lease.
The Merrifield Centre
The occupier at the Merrifield Centre has completed a comprehensive refurbishment of the building, including new laboratories, offices and meeting rooms. The Group has contributed to the installation of electric vehicle charging points and the occupier has upgraded the lighting to LEDs. The refurbishment demonstrates the occupier's commitment to the asset and we are expecting a significant improvement to the current EPC rating of D. A new EPC rating will be obtained in H1 2023.
Financial review
Comparative figures
The comparative period for this set of results is from 1 August to 31 December 2021. The Group only began to construct its portfolio following the IPO on 19 November 2021, which meant it was in operation for less than six weeks in that period. As a result, it is not meaningful to compare the Group's financial performance in 2022 against the comparative period and the discussion below focuses on 2022 on a standalone basis.
Financial performance
Total gross property income in the year was GBP13.1 million (2021: GBP0.5 million). Total revenue, which includes service charge income, was GBP15.7 million (31 December 2021: GBP0.5 million).
Property operating expenses including the gross up of service charge expenditure were GBP4.8 million (2021: GBPnil), resulting in net rental income of GBP10.9 million. Property operating expenses are primarily void costs on vacant units, and provisions for doubtful debts, c.50% of which related to historic arrears that were inherited on acquisition.
Administration costs comprise the Investment Adviser's fee, other professional fees, including audit and valuation, the Directors' fees, and a range of other costs such as insurance. Administration costs before exceptional one-off costs totalled GBP5.6 million (2021: GBP0.8 million).
The Company incurred one-off costs in the year of GBP1.0 million, in relation to its move from trading on AIM to the Main Market of the London Stock Exchange. There were no one-off costs in the period to 31 December 2021.
The total cost ratio for 2022 was 58.9% (31 December 2021: 163.5%). This ratio is expected to improve with net rental income continuing to grow, as the buildings at OTP practically complete and lease up, and we repurpose our portfolio to laboratory space, realising the reversionary rent potential. Operating profit before the change in fair value of investment properties was GBP4.4 million (2021: GBP0.3 million loss).
The unrealised loss on revaluation of investment properties was GBP31.3 million (2021: GBP8.0 million gain), see the valuation and net asset value section in this report for a full explanation of the key drivers.
The net finance charge for the year was GBP0.5 million (2021: GBPnil), which was made up of finance costs of GBP5.6 million, finance income of GBP3.3 million, and GBP1.8 million of interest capitalised, relating to the development of OTP.
As a REIT, the Group is not subject to corporation tax on its property rental business and is estimated to incur a small level of tax on its residual business of GBP0.1 million. The IFRS loss after tax for the year was therefore GBP27.6 million (31 December 2021: IFRS profit after tax of GBP7.7 million). This resulted in an IFRS loss per share of 7.9 pence (31 December 2021: 2.2 pence earnings per share) and EPRA EPS of 0.4 pence (31 December 2021: 0.1 pence loss per share). Adjusted EPS, which is EPRA EPS excluding the impact of exceptional one-off costs, was 0.7 pence (31 December 2021: 0.1 pence loss per share).
Dividends
The Company paid an interim ordinary dividend of 1.0 pence per share on 31 October 2022, in respect of the period from Admission to 30 June 2022.
At IPO, the Company set a target dividend yield of 4.0%, based on the issue price of 100 pence per share. After paying an interim dividend of 1.0 pence per share on 31 October 2022, the Board has declared a second interim dividend of 3.0 pence per share, to give a total for the period from Admission to 31 December 2022 of 4.0 pence, thereby meeting the dividend target. The second interim dividend will be paid as an ordinary dividend on 15 May 2023, with an ex -- dividend date of 13 April 2023.
The cash cost of the second interim dividend for the period is GBP10.5 million. At 31 December 2022, the Group had distributable reserves of GBP337.1 million, the majority being in the Company following the cancellation of the share premium account in the year.
Valuation and net asset value
The portfolio was independently valued by CBRE as at 31 December 2022, in accordance with the internationally accepted RICS Valuation - Professional Standards (the "Red Book").
The portfolio valuation was GBP387.6 million (31 December 2021: GBP192.2 million), a GBP195.4 million increase since 2021. The increase in the year was driven by acquisitions of GBP213.4 million and ongoing development and repurposing capital expenditure of GBP10.2 million. This was partially offset by revaluation losses of GBP31.3 million (31 December 2021: GBP8.0 million gain), resulting in a 7.5% reduction on a book value basis. GBP27.0 million of this loss can be attributed to assets acquired in 2022 whilst the remaining GBP4.3 million is driven by the remaining portfolio, a 1.8% like-for-like reduction.
The key drivers of the GBP27.0 million revaluation loss were acquisition costs of GBP16.2 million and full purchasers' costs being reflected within the valuations in addition to some outward yield shift in H2 2022.
The like-for-like portfolio GBP4.3 million loss can be split as follows; GBP11.6 million is attributable to a year-on-year 29 basis points outward yield shift driven by declining market conditions in H2 2022, offset by GBP7.3 million primarily due to 4.7% like-for-like ERV growth as we continue to develop our assets.
The let portfolio has a reversionary percentage of 8.7% which will help the portfolio to withstand any further market outward yield shifts as we continue to deliver on our asset management strategy.
As a result of the revaluation loss, the IFRS NAV was 91.3 pence per share, down from 100.2 pence per share at 31 December 2021. The EPRA NTA at the year end was 90.0 pence per share (31 December 2021: 100.2 pence per share).
Debt financing
In March 2022, the Group agreed a GBP150.0 million debt facility with HSBC, comprising a GBP75.0 million three-year term loan and a GBP75.0 million revolving credit facility ("RCF"). The interest rate on the facility is 225 basis points over SONIA. The facility has market normal covenants on LTV and interest cover. It gives the Group additional financial resources to deliver its strategy and the flexibility to add new properties to the security pool, to reach the Group's optimal gearing target as it acquires new assets.
At 31 December 2022, the Group had drawn GBP75.0 million against the term loan and GBPnil against the RCF. In August 2022, the Group secured additional protection against future interest rate rises, by capping the SONIA rate on the GBP75.0 million term loan at 2.0% until 31 March 2025. The premium for the cap was GBP2.3 million.
In addition to the HSBC facility, the Group acquired a debt facility as part of the OTP transaction, which had GBP35.8 million drawn against it at 31 December 2022 and is shown in current liabilities at the year end, as it was due to mature in June 2023.
In February 2023 the OTP debt facility was refinanced by drawing down GBP26.3 million from the Group's existing GBP150.0 million HSBC facility as well as utilising existing cash resources.
The facility acquired as part of the OTP transaction also has protection in place, capping SONIA at 0.75% for GBP29.3 million of the drawn debt. As a result, 94.1% of the Group's drawn debt was hedged at the year end and the average cost of debt was 4.0%.
At the year end, the Group had cash and cash equivalents of GBP45.6 million (31 December 2021: GBP166.0 million), with the reduction primarily reflecting the acquisitions made during the year, as well as our work to develop and reposition the assets in the portfolio.
The LTV ratio as 31 December 2022 was 16.8%. On a gross debt basis this was 28.6%; we continue to believe that a range of 30%-40% will be optimal in the longer term.
Cancellation of the share premium account
On 12 April 2022, the share premium account of GBP339.3 million was cancelled in accordance with the provisions of the Companies Act 2006 and transferred to a capital reduction reserve, to create distributable reserves.
Resourcing for growth
We have continued to expand our team to ensure we have the skills and capacity to secure the opportunities we see for the Group. During the year, we recruited a Director of Asset Management, a Senior Asset Manager, a General Counsel, strengthened our finance team and employed a research analyst with a background in life sciences, which will enhance our knowledge of the market, help us to identify growth opportunities and inform our due diligence on potential occupiers.
We are committed to employing a gender diverse team, having rolled out training on this subject in 2022. Our gender ratio as at 31 December 2022 was 46% female and 54% male (including consulting staff).
Post period end events
Since the year end, we have:
-- Completed letting to Oxford Ionics on 4,887 sq ft of space at OTP, at a rent of GBP28.5 per sq ft
-- Completed letting with a life science company backed by Syncona on 7,322 sq ft at Rolling Stock Yard, at a rent of GBP110.0 per sq ft
-- Completed letting to Arcturis Data at OTP on 5,509 sq ft, at a rent of GBP28.7 per sq ft
-- The above lettings increases occupancy of our investment properties to 88.6%, a 6.6% uplift on the year end position
-- The Board has declared a second interim dividend of 3.0 pence per share in respect of the year ended 31 December 2022, in addition to the 1.0 pence interim ordinary dividend paid on 31 October 2022, and has therefore met the target dividend yield of 4.0% set at IPO. This will be paid as an ordinary dividend on 15 May 2023, with an ex -- dividend date of 13 April 2023
-- Sustainability Committee formed with Sally Ann Forsyth as Chair
-- In February 2023 the OTP debt facility was refinanced by drawing down GBP26.3 million from the Group's existing GBP150.0 million HSBC facility as well as utilising existing cash resources.
Compliance with the investment policy
The Group's investment policy is set out in full in the Annual Report. The key elements of the policy are summarised below. We complied with the policy throughout the year:
Policy element Compliance in the period
----------------------------------------------------------- ---------------------------------------------------------
* Invest in a diversified portfolio of properties * Yes. All the properties are in the Golden Triangle
across the UK which are typically leased or intended and are either leased or intended to be leased to
to be leased to tenants operating in, or providing a life science organisations.
benefit to, the life science sector ("life science
properties").
----------------------------------------------------------- ---------------------------------------------------------
* Examples of the assets the Group can acquire: wet and * Yes. The assets acquired were a mix of laboratory a
dry laboratories, offices, incubators and co-working nd
space, manufacturing and testing facilities, and data office space.
centres.
----------------------------------------------------------- ---------------------------------------------------------
* The Group can acquire individual buildings, a group * Yes. We have acquired both individual assets and a
of buildings across a single science park or the science park.
entirety of a science park. This may include
purchasing or developing buildings that are leased or
intended to be leased to tenants providing ancillary
services to employees of companies operating in, or
providing a benefit to, the life science sector.
----------------------------------------------------------- ---------------------------------------------------------
* The Group will typically invest in income-producing * Yes. All the assets we acquired were income produci
assets, consistent with providing capital growth and ng
growing income. (other than the development at OTP) and offer
potential for capital growth and rising income
through asset management.
----------------------------------------------------------- ---------------------------------------------------------
* Any asset management or development opportunities * Yes. We are forward funding the development program
will minimise any development risk, typically through me
forward funding or similar arrangements. at OTP and have a fixed-price contract for each
building with the developer.
----------------------------------------------------------- ---------------------------------------------------------
* The maximum exposure to developments or land without * Yes. There are no developments or land without a
a forward-funding arrangement is 15% of gross asset forward-funding arrangement.
value ("GAV").
----------------------------------------------------------- ---------------------------------------------------------
* No individual building will represent more than 35% * Yes, no building exceeds these thresholds.
of GAV, reducing to 25% of GAV by 31 December 2023.
----------------------------------------------------------- ---------------------------------------------------------
* The Group targets a portfolio with no one tenant * One tenant exceeds 20% but remains below the 30%
accounting for more than 20%. (but subject to a threshold. This percentage is expected to fall as O
maximum of 30%.) of the higher of either (i) gross TP
contracted rents or (ii) the valuer's ERV of the continues to be developed and leased up.
Group's portfolio including developments under
forward-funding agreements, as calculated at the time
of investing or leasing.
----------------------------------------------------------- ---------------------------------------------------------
* The aggregate maximum exposure to assets under * Yes, 20% of assets are currently in development.
development, including forward fundings, will not
exceed 50% of GAV, reducing to 30% of GAV by 31
December 2023.
----------------------------------------------------------- ---------------------------------------------------------
* No more than 10% of GAV will be invested in * Yes, more than 90% of assets are currently classifi
properties that are not life science properties. ed
as life science properties.
----------------------------------------------------------- ---------------------------------------------------------
* The Group will not invest more than 10% of GAV in * Yes. The Company has no investments of this type.
other alternative investment funds or closed-ended
investment companies.
----------------------------------------------------------- ---------------------------------------------------------
Alternative Investment Fund Manager ("AIFM")
G10 Capital Limited ("G10") is the Company's AIFM, for the purposes of the UK AIFM Regime, with Ironstone providing advisory services to both G10 and the Company.
Ironstone Asset Management Limited
Investment Adviser
24 March 2023
Principal risks and uncertainties
To be successful in the long term, our decision-making must be informed by a clear understanding of our business risks and opportunities, and our appetite for those risks.
Responsibilities
The Board has overall responsibility for managing risk, identifying principal risks that may affect the Group's objectives and determining the nature and extent of risk exposure that the business is willing to take in pursuit of its strategy. The Audit and Risk Committee, on behalf of the Board, oversees the Group's framework for risk management.
Our framework for risk management is approved by the Board. It sets out how we identify, evaluate and report on our current and emerging risks, and incorporates the assessment of the controls and mitigation strategies we have in place for each documented risk. We apply a consistent evaluation framework to the assessment of risks, providing a clear basis for considering threats and opportunities across our activities. Changes to our risk profile, alongside significant and emerging risks, are escalated to and considered by the Audit and Risk Committee.
Our financial and operational performance and reputation are subject to several risks and uncertainties. These risks could, either separately or in combination, have a material impact on our performance, occupiers, third-party service providers, the environment and shareholder returns.
Our approach
Risk management is embedded in our business decision -- making processes. The Investment Adviser regularly reviews and updates the corporate risk register, and this is reported to each Audit and Risk Committee meeting, highlighting any emerging, additional or deleted risks, changes to the controls in place or changes to our exposure to that risk. The Audit and Risk Committee reviews the risk register at each meeting, with particular focus on the principal risks and any emerging risks, and provides updates to the Board.
The Audit and Risk Committee also monitors our risk management processes and approves relevant disclosures. It has responsibility for monitoring financial reporting and external audit plans and outputs, as well as providing assurance to the Board in relation to financial, operational and compliance controls, all of which are designed to manage our exposure to risk.
The Board has approved the delegated authority matrix and key policies, which ensure that responsibility for making key decisions such as asset acquisitions and disposals is clearly defined and understood. The authority matrix is designed to ensure that these significant decisions are taken at the appropriate level, taking into account the size and complexity of the transaction, and its significance to our plans. Where appropriate, we support our policies with rigorous guidance and documentation standards, such as our Acquisition Protocol, which provide further assurance that decisions are properly supported.
Risk appetite and awareness
Risk awareness exists through our decision-making processes and is embedded in our systems, policies, leadership, governance and behaviours. We have a primarily outsourced model, so we are reliant on service providers, particularly the Investment Adviser, to make decisions within agreed parameters the Board has approved.
The Investment Adviser has a clear understanding of our appetite for risk, which is determined by the Board and incorporated within the risk framework.
Risk appetite
We have no appetite for risks relating to compliance with regulatory and environmental requirements, or the safety and welfare our occupiers, those working on our behalf, and the wider community in which we work.
Our appetite for risks relating to climate change is low, and we are actively focusing on identifying and mitigating physical and transitional risks for the portfolio.
We will accept a reasonable level of risk in relation to business activities focused on enhancing revenues, portfolio values and increasing financial returns for investors.
We seek to balance our risk position between:
-- a strong focus on health, safety and regulatory compliance, with our expectations agreed with service providers and incorporated within contract documents, and monitored through performance reviews by the Management Engagement Committee;
-- the acquisition and management of a balanced asset portfolio, being selective in our acquisition decisions, and following a clear investment appraisal process;
-- a focus on mitigating climate-related risks and opportunities through our portfolio acquisition decisions, development planning, capital expenditure plans, and occupier management and support activities; and
-- generating profit and funds through activities, primarily from our investment and occupier appraisal processes, and by the effective delivery of activities by our third-party service providers.
Environmental, social and governance ("ESG") risk
We have strengthened our approach to managing ESG risk during the year. In particular, we have invested heavily in understanding how we can best mitigate climate-related risks, bringing in specialist support to assist in this area.
We have updated our risk framework to reflect this additional emphasis, with a new risk category "Climate-Related Risk", covering physical and transitional risks to the portfolio and the business, arising from climate change. We have overarching ESG and climate -- related risks within the corporate risk register, and have also, in conjunction with our advisers, developed a separate climate-related risk register, covering both physical and transitional risks. This is reviewed by the Investment Adviser and reported to the newly formed Sustainability Committee, which has oversight of the Group's key risks.
Our assessment of the potential change over time for our key climate-related risks is set out below. For further details see the Sustainability section in the Annual Report.
Key climate-related
risks
---------------------- ----------------------------------------------------------------------------------------------
Occupier demand Whilst our acquisition and development decision processes are designed to incorporate
changes seeking forecasting
more sustainable and responding to changes in occupier demand, some elements of this will be reactive, and
options this does present a potential increase in risk.
---------------------- ----------------------------------------------------------------------------------------------
Decarbonisation Meeting the challenges and targets set in our planned decarbonisation pathway will require
pathway innovation and investment, which lead to an increase in risk.
---------------------- ----------------------------------------------------------------------------------------------
Stranded assets We consider that our acquisition protocol, and capital investment planning and approval
process
will effectively mitigate the risk of stranded assets, ie assets that occupiers will not wish
to lease.
---------------------- ----------------------------------------------------------------------------------------------
Flooding - impacting We do not consider that our current portfolio is at significant risk of flooding and
on occupiers and incorporate
asset values flood risk consideration in our investment decisions. As our expertise in this area continues
to develop we consider that the level of risk will decrease further.
---------------------- ----------------------------------------------------------------------------------------------
Inability to access Our ability to access the benefits from green financing options will be linked to the delivery
Green Finance options of plans and achievement of targets in areas such as energy efficiency, emissions reduction,
and decarbonisation. We are investing in our plans, which are being developed with the support
of external specialists, and consider that their delivery will reduce our exposure to this
risk
---------------------- ----------------------------------------------------------------------------------------------
Principal risks
The Board confirms that it has performed a robust assessment of the Group's principal and emerging risks and considered the long term in doing so. The Investment Adviser and the Audit and Risk Committee regularly review the corporate risk register in detail.
The Board considers its overarching risk to be that investment objectives and performance become unattractive to investors, leading to a widening share price discount to net asset value, which hinders the ability to raise funds and grow.
The Board has identified its principal risks based on that, and those are summarised here, along with the current risk management strategy, the assessment of exposure to each risk, and any change in assessment since our last report.
Changes in risk, emerging risk
There are no additional principal risks, and we have not removed any risks previously considered to be principal. Where the evaluation of the risk has changed, an explanation has been provided in the detailed section below.
During our regular reviews of the corporate risk register during the year, we specifically consider emerging risks. This has led to the addition of a small number of risks to the register, none of which were considered to be principal risks, and their addition was primarily to ensure that mitigations and assurances could be formalised.
BUSINESS RISKS
---------------------------------------------------------------------------------------------------------------------------------------
Risk Mitigations
------------- ----------------------------------------------------------- -----------------------------------------------------------
1. Poor Achieving the targeted level of return on our property Our approach to the management of risk around the portfolio
returns portfolio over time is fundamental follows three interlinked elements:
on the to the success of the business. The risk of a reduced
portfolio return on the portfolio could be caused Asset value - we have a robust acquisition and development
by a number of factors, including: process, with detailed modelling
Residual undertaken to support acquisition decisions, and our plans
exposure: * reduced property valuations; to develop and fit out space. Our
medium investment protocol reflects our delegated authority
matrix, ensuring that decisions are made
Change: equal * reduced rent levels; at the right level, and particularly significant decisions
are referred to the Board.
* an inappropriate balance of property types within the We aim to have a balance between sites developed with
portfolio; occupiers, and the development of sites,
particularly with specialist facilities such as lab space,
in advance. This mix enables us
* cost of capital increases, particularly as interest to both meet potential occupier requirements where these
rates rise; are very specific, and also to attract
potential occupiers who are looking for reduced fit out
cost and time. This helps to drive
* higher than anticipated void rates, and bad debts; rents and reduces void lengths.
and We also undertake specialist asset opportunity analysis to
identify potential target occupiers
to approach proactively.
* increasing new tenancy costs (shorter leases or
significant works required to attract occupiers. Occupier quality - our occupier take on process includes
ensuring we fully understand occupier
requirements and are confident that we can deliver the
asset functionality and quality required,
In addition to these direct portfolio factors, external and also detailed evaluation of the potential occupiers
macroeconomic challenges reducing themselves, to ensure that they have
investment in the life sciences sector, subsequently a business model and financial plans that can support the
reducing property values and rent incomes, lease and other property costs.
and in the medium to longer term this could also impact on Lease rates are flexed to reflect the lease period, and we
the number of potential occupiers take rent guarantees and rent deposits
looking for property. if appropriate.
Property management - our property manager is a market
leader in the field, with a depth
and breadth of resources across the range of management
activities, from rent collection,
to asset maintenance and tenancy management, to building
and encouraging sustainable and energy
efficient operations within our asset base. The property
managers work closely with the Investment
Adviser's asset managers, and together they provide regular
performance review and reports
to the Board. Rent collection performance is also monitored
by Link, who are responsible for
rent collection accounting and maintenance of the debtor
ledger.
------------- ----------------------------------------------------------- -----------------------------------------------------------
2. Inability There is a risk that we may lose investment opportunities There is insufficient space available in the market to meet
to identify and/or potential occupiers to competitors. demand at the moment, and this
or This could be driven by aggressive competitors, the overall is a focus area for growth and government initiatives,
secure level of competition in the market, which gives us confidence that occupiers'
assets/sites insufficient suitable available assets in the market, or need for appropriate space will continue. Our strategy
for acquisition prices that would make includes acquiring existing facilities,
acquisition it difficult for us to generate sufficient returns. sites planned for new development, and buildings which can
be converted to meet the specialist
Residual requirements of the sector.
exposure:
medium Our Investment Adviser has an experienced management team
and is supported by external property
Change: equal management specialists, who have extensive expertise in the
life sciences market. The Investment
Adviser regularly updates the Board on the acquisition
pipeline.
------------- ----------------------------------------------------------- -----------------------------------------------------------
3. Poor We operate an outsourced model and depend on the Our governance framework is designed to ensure that the
performance performance of our third-party service providers, Board is involved with key decisions
of the particularly the Investment Adviser, AIFM, Property Manager that are material to the success of the business. There is
Investment and Fund Administrator. an approved delegated authority
Adviser or matrix and matters reserved for the Board are defined.
other Poor delivery from key providers could result in poor
significant decisions, reduced portfolio returns Our service providers are contracted, with clear terms of
third-party or regulatory compliance failures, and could have a service and our expectations clarified.
provider, financial impact on investors. This risk We have contracted with organisations which are recognised
including covers all operational areas of the business: as experts in their fields.
inaccurate or
incomplete * environmental; The principal third-party providers oversee and review our
reporting activities, with the AIFM reviewing
and approving key transactions proposed by the Investment
Residual * health and safety; Adviser, and the Investment Adviser
exposure: monitoring the performance of the property managers.
medium Financial reports and information are
* portfolio changes; prepared by Link and checked by the Investment Adviser's
Change: equal Finance team, prior to reporting
to the Board.
* portfolio and property management; and
The Board and Investment Adviser work together, with
regular Board meetings and ongoing contact
* accounting and reporting. between the formal meetings. The Investment Adviser has
strengthened its team during the year,
providing additional resilience in the delivery of its
services.
We rely on receiving high-quality, accurate and timely
information from our service providers, The Board members are experienced individuals, appointed
and inaccurate or incomplete information could damage our for their knowledge and their business
finances, properties, occupiers and commercial acumen. In addition to their performance
and reputation. In particular, inaccurate information could reviews and variance analysis as part
increase our revenue risk, as of the normal quarterly Board meetings, they formally
we depend on third parties to invoice, collect, bank and review the performance of key third-party
record revenues. service providers through the Management Engagement
Committee.
The valuation of the portfolio is a key risk area for the
Group. The valuation is undertaken
by an independent valuer, which provides additional
assurance for the Board on the accuracy
of key metrics reported by the Investment Adviser.
------------- ----------------------------------------------------------- -----------------------------------------------------------
4. Acquiring assets or taking on occupiers which are not in Our investment policy is supported by processes designed to
Inappropriate line with our investment policy and ensure that acquisitions meet
acquisition, objectives could have a detrimental effect on our portfolio our requirements.
or values, finances or reputation,
breach of and could also increase risk for occupiers, particularly in Our acquisition protocol includes robust due diligence
investment multi-tenanted properties. processes and assessment against clear
policy investment criteria, including portfolio mix, property type
and quality, legal issues, environmental
Residual requirements, sector and quality of occupier.
exposure:
low The Investment Adviser considers all potential acquisitions
against the investment policy,
Change: equal before approval or referral to the Board for approval,
where required by the size of the acquisition.
All acquisitions and disposals are also approved by the
AIFM. The Board is informed of all
acquisitions, whether its approval is required or not.
The Investment Adviser and the Property Manager provide us
with expert knowledge of the properties
and geographical locations which are best suited to the
life science market, and decisions
are made around the acquisition pipeline accordingly,
ensuring that our property portfolio
is best suited to the needs of our target occupiers.
We also fully assess potential occupiers, ensuring that
they are clearly linked to the life
science sector and are of suitable financial stability and
strength for the lease concerned.
These processes are designed to ensure that our portfolio
continues to be managed in accordance
with the stated investment policy.
------------- ----------------------------------------------------------- -----------------------------------------------------------
FINANCIAL RISKS
---------------------------------------------------------------------------------------------------------------------------------------
Risk Mitigations
------------- ----------------------------------------------------------- -----------------------------------------------------------
5. Interest Interest rate rises may impact our ability to utilise As we are unable to mitigate the potential for interest
rate funding to execute our strategy, and rate rises, we focus on managing and
changes may also have an impact on the portfolio, as occupiers may mitigating the consequences. We have developed a financing
have reduced willingness or ability strategy, with the use of interest
Residual to pay rents sufficient to make properties profitable. rate caps and hedges considered by the Investment Adviser
exposure: and the Board, and implemented as
high agreed.
Change:
increased
------------- ----------------------------------------------------------- -----------------------------------------------------------
6. Inability There is a risk that we may be unable to attract new Our reputation for providing quality, well-managed and
to attract investors or increased investment from suitable assets, in the right locations,
investment, existing shareholders, affecting our ability to grow and will be key to mitigating this risk. Our performance has
either equity deliver our strategic objectives. been positive, with several attractive
or debt assets acquired, and a clear acquisition strategy for the
funding This risk has increased over the year, as general economic future.
conditions have deteriorated, and
Residual the interest rate risk referred to above may make it more We have an experienced Investment Adviser, with a good
exposure: difficult to agree funding at appropriate reputation and excellent market knowledge.
high rates or with appropriate conditions. Our Board members have extensive experience working within
and for the life sciences sector,
Change: and are key to our reputation in the market, through their
increased knowledge of the requirements and
needs of potential occupiers.
------------- ----------------------------------------------------------- -----------------------------------------------------------
7. Breach of We set out our expected and maximum loan to value ratios in The Investment Adviser is responsible for monitoring
loan the prospectus, and separately operations, financial transactions and
covenants, have a loan to value ratio agreed within our bank funding performance, and reviews the financial position
or prospectus facilities. continuously to ensure that neither the loan
borrowing to value ratio nor any specific requirements of the funding
policy Breach of any of these ratios, or the terms and conditions facility are breached.
of the funding facility, could
Residual have a serious impact on the delivery of our objectives, The Investment Adviser applies comprehensive financial
exposure: through cash shortages or damage models to plan cash flows and funding
medium to our reputation. requirements. Cash availability is built into the
investment decision-making process. All
Change: equal acquisitions are approved by the AIFM and the Depositary,
and all significant acquisitions
and capital expenditure plans are approved by the Board.
The cash position is reconciled monthly to the records
produced by Link, and the bank statements,
by the Investment Adviser's Finance team.
------------- ----------------------------------------------------------- -----------------------------------------------------------
COMPLIANCE RISKS
---------------------------------------------------------------------------------------------------------------------------------------
Risk Mitigations
------------- ----------------------------------------------------------- -----------------------------------------------------------
8. Loss of Failing to comply with the REIT framework would put our We have a detailed governance framework, with clearly
REIT status as a REIT at risk, resulting allocated responsibilities set out in
status in a potentially significant impact on our shareholders. the delegated authority matrix, and in contracts with the
Investment Adviser and other key
Residual service providers.
exposure: We obtain advice as needed from the AIFM, our brokers and
medium external legal support in relation
to governance compliance, FCA and listing rules.
Change: equal
Our position against the key requirements of the REIT
legislation is reviewed by the Investment
Adviser each month, by Link quarterly, and is reported to
the Board. Cash and earnings cover
for dividends is monitored through the comprehensive cash
flow forecasting process.
------------- ----------------------------------------------------------- -----------------------------------------------------------
CLIMATE-RELATED RISKS
---------------------------------------------------------------------------------------------------------------------------------------
Risk Mitigations
------------- ----------------------------------------------------------- -----------------------------------------------------------
9. Impact of The potential impact of climate change is one of our We are already seeing the increasing impact of climate
climate principal risks, as we seek to both reduce change on our environment and we recognise
change our impact on the environment and the impact of climate our responsibility to develop a portfolio and associated
change on our activities, portfolio working practices which will reduce
Residual and finances. our environmental impact, while enabling us to deliver
exposure: results for our investors.
medium We have developed a separate climate risk register, to help
us identify, consider and mitigate Further details are included in our TCFD and Sustainability
Change: both physical and transitional risks. reports in the Annual Report,
increased but a summary of the actions we have taken and planned are:
Key risks documented in that register include:
* new developments to be BREEAM 'Excellent' or 'Very
* change in occupiers' requirements, as they seek more Good' rated;
sustainable property options;
* environmental assessment of all potential
* inability to access green funding, leading to higher acquisitions, as part of the acquisition process;
financing costs;
* EPC plus reports are part of our standard process for
* the potential for assets to be impacted by extreme acquisitions, and we are now using them for all
weather events such as prolonged extreme heat or buildings where appropriate to provide a baseline
flooding, reducing occupiers' willingness to lease position. These reports are used to support our
properties, property rental values and therefore the decarbonisation plans;
value of our portfolio; and
* capital expenditure planning includes consideration
* potential cost impacts from our decarbonisation of climate-related risk, with appropriate building
pathway. standards being applied, such as energy efficient
lighting and heating, and a reduction in greenhouse
gas emissions;
* external specialists have been appointed to assist us
with developing our sustainability roadmap and route
to carbon zero; and
* our standard quarterly Board report pack includes ESG
and climate-related risk information, to ensure that
Board members are fully informed.
------------- ----------------------------------------------------------- -----------------------------------------------------------
Going concern and viability statement
Going concern
The Board monitors the Group's ability to continue as a going concern. Specifically, at quarterly Board meetings, the Board reviews summaries of the Group's liquidity position and compliance with loan covenants, as well as forecast financial performance and cash flows. Throughout the period, the Board had been meeting frequently, in conjunction with the Investment Adviser, to review cash resources and acquisitions of investment properties.
The Group ended the year with GBP45.6 million of unrestricted cash and GBP92.6 million of headroom readily available under its debt facilities. The Group is operating significantly within its covenants and a sensitivity analysis has been performed to identify the decrease in valuations and rental income that would result in a breach of the LTV, or interest cover covenants. For the HSBC facility, valuations would need to fall by 43.9% or rents by 30.5%, when compared with 31 December 2022, before these covenants would be breached, which, based on available market data, is considered highly unlikely.
As at 24 March 2023, 98.0% of rents invoiced in December 2022 in relation to the quarter to 24 March 2023 were received.
As part of the going concern assessment, and taking the above into consideration, the Directors reviewed a number of scenarios which included extreme downside sensitivities in relation to rental cash collection, making no acquisitions or discretionary capital expenditure, and minimum dividend distributions under the REIT rules.
Based on this information, and in light of mitigating actions available, the Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in business for a period of at least 12 months from the date of approval of the Annual Report and Financial Statements. The Directors are also not aware of any material uncertainties that may cast significant doubt upon the Group's ability to continue as a going concern. They therefore have adopted the going concern basis in the preparation of the Annual Report and Financial Statements.
Assessment of viability
In accordance with the AIC Code of Corporate Governance, the Directors have assessed the Group's prospects over a period greater than the 12 months considered by the going concern provision. The Directors have conducted their assessment over a three-year period to 31 December 2025, allowing a reasonable level of accuracy given typical lease terms and the cyclical nature of the UK property market.
The principal risks detailed above summarise the matters that could prevent the Group from delivering its strategy. The Board seeks to ensure that risks are kept to a minimum at all times and, where appropriate, the potential impact of such risks is modelled within its viability assessment. The Group's investment portfolio acquired to date delivers the intended investment strategy of a diversified portfolio located within the Golden Triangle of Oxford, Cambridge and London located near major universities, hospitals and public and commercial organisations where there is a shortage of high quality real estate space to support expanding life science businesses. This is expected to lead to low vacancy rates and further rental and capital growth.
The Directors' assessment takes into account forecast cash flows, debt availability, forecast covenant compliance, dividend cover and REIT compliance. The model is then stress tested for severe but plausible scenarios, individually and in aggregate, along with consideration of potential mitigating factors. The key sensitivities applied to the model are a downturn in economic outlook and restricted availability of finance, specifically:
-- Increased occupier turnover -- Increased void costs -- Increased interest rates
Taking into account mitigating actions, the results of the sensitivity analysis and stress testing demonstrated that the Group would have sufficient liquidity to meet its ongoing liabilities as they fall due, maintain compliance with banking covenants and maintain compliance with the REIT regime over the period of the assessment.
Furthermore, the Board, in conjunction with the Audit and Risk Committee, carried out a robust assessment of the principal risks and uncertainties facing the Group, including those that would threaten its business model, strategy, future performance, solvency or liquidity over the three-year period. The risk review process provided the Board with assurance that the mitigations and management systems are operating as intended. The Board believes that the Group is well positioned to manage its principal risks and uncertainties and the economic and political environment.
The Board's expectation is further supported by regular briefings provided by the Investment Adviser. These briefings consider market conditions, opportunities, changes in the regulatory landscape and the current economic and political risks and uncertainties. These risks, and other potential risks which may arise, continue to be closely monitored by the Board.
Viability statement
The period over which the Directors consider it is feasible and appropriate to report on the Group's viability is a three year period to December 2025. This period has been selected because it is the period that is used for the Group's medium -- term business plan. Underpinning the plan is an assessment of each unit, driving the letting and capital expenditure assumptions. These in turn drive the financing assumptions and other forecast cashflows.
Having considered the forecast cash flows, covenant compliance and the impact of sensitivities in combination, the Directors confirm that, taking account of the Group's current position and the principal risks set out in the strategic report, they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment.
On behalf of the Board
Claire Boyle
Chair
24 March 2023
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company's statutory accounts for the period ended 31 December 2022 but is derived from those accounts. Statutory accounts for the period ended 31 December 2022 will be delivered to the Registrar of Companies in due course. The Auditor has reviewed those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditor's report can be found in the Company's full Annual Report and Financial Statements.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
IN RESPECT OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual Report and United Kingdom adopted Financial Statements in accordance with applicable UK law and in compliance with the requirements of the Companies Act 2006. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the Group financial statements in accordance with United Kingdom adopted international accounting standards and International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The Directors have chosen to prepare the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 "Reduced Disclosure Framework".
Under company law, the Directors must not approve the financial statements unless they are satisfied that they present fairly the financial position, financial performance and cash flows of the Group for that year. In preparing the financial statements, the Directors are required to:
-- select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and apply them consistently;
-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
-- provide additional disclosures when compliance with specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group's financial position and financial performance;
-- state that the Group has complied with IFRS, subject to any material departures disclosed and explained in the financial statements;
-- state whether the Company financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework ("FRS 101") subject to any material departures disclosed and explained in the Company financial statements; and
-- make judgements and estimates that are reasonable and prudent.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation.
They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a strategic report, Directors' report, Directors' remuneration report and corporate governance statement that comply with that law and those regulations, and for ensuring that the Annual Report includes information, where applicable, for the Disclosure Guidance and Transparency Rules of the FCA.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and, accordingly, the Auditor accepts no responsibility for any changes that have occurred to the financial statements since they were initially presented on the website. Visitors to the website need to be aware that legislation in the UK covering the preparation and dissemination of the financial statements may differ from legislation in their jurisdiction.
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with IFRS and in conformity with the requirements of the Companies Act 2006, give a true and fair view of the assets, liabilities, financial position and profit of the Company (and Group as a whole); and
-- this Annual Report includes a fair review of the development and performance of the business and the position of the Company (and Group as a whole), together with a description of the principal risks and uncertainties that it faces.
The Directors consider that the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
For and on behalf of the Board
Claire Boyle
Chair
24 March 2023
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2022
Period
from
1 August
Year ended 2021 to
31 December 31 December
2022 2021
Continuing operations Notes GBP'000 GBP'000
--------------------------------------------------- ----- ----------- -----------
Gross property income 3 13,124 532
Service charge income 3 2,582 -
Revenue 15,706 532
Recoverable service charges 4 (2,582) -
Property operating expenses 4 (2,187) -
--------------------------------------------------- ----- ----------- -----------
Gross profit 10,937 532
Administration expenses 4 (6,565) (834)
--------------------------------------------------- ----- ----------- -----------
Operating gains/(losses) before (losses)/gains
on investment properties 4,372 (302)
Fair value (losses)/gains on investment properties 13 (31,312) 8,036
--------------------------------------------------- ----- ----------- -----------
Operating (loss)/profit (26,940) 7,734
Finance income 7 3,255 7
Finance expenses 8 (3,782) -
--------------------------------------------------- ----- ----------- -----------
(Loss)/profit before tax (27,467) 7,741
Taxation 9 (146) -
--------------------------------------------------- ----- ----------- -----------
(Loss)/profit after tax for the period and
total comprehensive (loss)/ income attributable
to equity holders (27,613) 7,741
--------------------------------------------------- ----- ----------- -----------
(Loss)/profit per share (basic and diluted)
(pence) 12 (7.9) 2.2
--------------------------------------------------- ----- ----------- -----------
All items in the above statement derive from continuing operations. No operations were discontinued during the period.
There is no other comprehensive income and as such a separate statement is not present. The profit after tax is therefore also the total comprehensive profit.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
31 December 31 December
2022 2021
Notes GBP'000 GBP'000
------------------------------------------------------ ----- ----------- -----------
Assets
Non-current assets
Investment property 13 387,550 192,170
Interest rate derivatives 16 3,871 -
Trade and other receivables 14 2,701 -
------------------------------------------------------ ----- ----------- -----------
394,122 192,170
------------------------------------------------------ ----- ----------- -----------
Current assets
Trade and other receivables 14 7,665 3,268
Cash and cash equivalents 15 45,606 165,962
Interest rate derivatives 16 432 -
53,703 169,230
------------------------------------------------------ ----- ----------- -----------
Total assets 447,825 361,400
------------------------------------------------------ ----- ----------- -----------
Liabilities
Non-current liabilities
Interest-bearing loans and borrowings 17 (74,088) -
Other payables and accrued expenses 18 (3,844) -
------------------------------------------------------ ----- ----------- -----------
(77,932) -
------------------------------------------------------ ----- ----------- -----------
Current liabilities
Interest-bearing loans and borrowings 17 (35,743) -
Other payables and accrued expenses 18 (14,699) (10,820)
------------------------------------------------------ ----- ----------- -----------
(50,442) (10,820)
------------------------------------------------------ ----- ----------- -----------
Total liabilities (128,374) (10,820)
------------------------------------------------------ ----- ----------- -----------
Net assets 319,451 350,580
------------------------------------------------------ ----- ----------- -----------
Equity
Share capital 19 3,500 3,500
Share premium 20 - 339,339
Capital reduction reserve 335,823 -
Retained earnings 21 (19,872) 7,741
------------------------------------------------------ ----- ----------- -----------
Total equity 319,451 350,580
------------------------------------------------------ ----- ----------- -----------
Number of shares in issue (thousands) 350,000 350,000
Net asset value per share (basic and diluted) (pence) 22 91.3 100.2
------------------------------------------------------ ----- ----------- -----------
These Financial Statements were approved by the Board of Directors of Life Science REIT plc on 24 March 2023 and signed on its behalf by:
Claire Boyle
Company number: 13532483
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2022
Capital
Share Share reduction Retained
capital premium reserve earnings Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- ------ ------- --------- --------- -------- --------
Balance at 1 January
2022 3,500 339,339 - 7,741 350,580
Loss for the year
and total comprehensive
loss - - - (27,613) (27,613)
Ordinary shares issued 19, 20 - - - - -
Cancellation of share
premium 20 - (339,323) 339,323 - -
Share issue costs 20 - (16) - - (16)
Dividends paid 11 - - (3,500) - (3,500)
------------------------- ------ ------- --------- --------- -------- --------
Balance at 31 December
2022 3,500 - 335,823 (19,872) 319,451
------------------------- ------ ------- --------- --------- -------- --------
FOR THE YEARED 31 DECEMBER 2021
Capital
Share Share reduction Retained
capital premium reserve earnings Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- ------ ------- ------- --------- -------- -------
Balance at 1 August - - - - -
2021
Profit for the year
and total comprehensive
profit - - - 7,741 7,741
Ordinary shares issued 19, 20 3,500 346,500 - - 350,000
Share issue costs 20 - (7,161) - - (7,161)
Dividends paid 11 - - - - -
------------------------- ------ ------- ------- --------- -------- -------
Balance at 31 December
2021 3,500 339,339 - 7,741 350,580
------------------------- ------ ------- ------- --------- -------- -------
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 31 DECEMBER 2022
Year ended Period
ended
31 December 31 December
2022 2021
Notes GBP'000 GBP'000
------------------------------------------------------------------ ----- ----------- -----------
Cash flows from operating activities
Operating profit (26,940) 7,734
Adjustments to reconcile profit for the period to net cash flows:
Changes in fair value of investment properties 13 31,312 (8,036)
Adjustment for non-cash items - (82)
------------------------------------------------------------------ ----- ----------- -----------
Operating cash flows before movements in working capital 4,372 (384)
Increase in other receivables and prepayments (8,144) (3,169)
Increase in other payables and accrued expenses 2,684 7,091
------------------------------------------------------------------ ----- ----------- -----------
Net cash flow (used in)/generated from operating activities (1,088) 3,538
------------------------------------------------------------------ ----- ----------- -----------
Cash flows from investing activities
Acquisition of investment properties (179,414) (181,524)
Capital expenditure (7,641) -
Interest received 677 7
------------------------------------------------------------------ ----- ----------- -----------
Net cash used in investing activities (186,378) (181,517)
------------------------------------------------------------------ ----- ----------- -----------
Cash flows from financing activities
Proceeds from issue of ordinary shares 19,20 - 350,000
Share issuance costs paid (1,118) (6,059)
Bank loans drawn down 17 101,260 -
Bank loans repaid 17 (26,260) -
Loan interest and other finance expenses paid (2,069) -
Loan issue costs paid (1,203) -
Dividends paid in the period (3,500) -
------------------------------------------------------------------ ----- ----------- -----------
Net cash flow generated from financing activities 67,110 343,941
------------------------------------------------------------------ ----- ----------- -----------
Net (decrease)/increase in cash and cash equivalents (120,356) 165,962
Cash and cash equivalents at start of the period 165,962 -
------------------------------------------------------------------ ----- ----------- -----------
Cash and cash equivalents at end of the period 15 45,606 165,962
------------------------------------------------------------------ ----- ----------- -----------
The accompanying notes form an integral part of these Financial Statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
1. General information
Life Science REIT plc (the "Company") is a closed-ended Real Estate Investment Trust ("REIT") incorporated in England and Wales on 27 July 2021. The Company began trading on 19 November 2021 when the Company's shares were admitted to trading on AIM, a market operated by the London Stock Exchange. On 1 December 2022 the Company moved to the Main Market of the London Stock Exchange. The registered office of the Company is located at 65 Gresham Street, London, EC2V 7NQ.
The Group's consolidated Financial Statements for the year ended 31 December 2022 comprise the results of the Company and its subsidiaries (together constituting the "Group") and were approved by the Board and authorised for issue on [--] March 2023. The nature of the Group's operations and its principal activities are set out in the strategic report of the Annual Report.
2. Basis of preparation
These Financial Statements are prepared in accordance with United Kingdom adopted International Financial Reporting Standards and in conformity with the requirements of the Companies Act 2006. The Financial Statements have been prepared under the historical cost convention, except for the revaluation of investment properties and financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. The audited Financial Statements are presented in Pound Sterling and all values are rounded to the nearest thousand pounds (GBP'000), except when otherwise indicated.
The Company was incorporated on 27 July 2021 and a set of accounts to 31 July 2021 were filed, therefore the five-month period from 1 August 2021 to 31 December 2021 has been presented as the comparative. The Company did not commence trading until 19 November 2021, thus the comparative information may not present a representative comparative.
2.1 Going concern
The Directors have made an assessment of the Group's ability to continue as a going concern. They carefully considered areas of potential financial risk and reviewed cash flow forecasts, evaluating a number of scenarios which included extreme downside sensitivities in relation to rental cash collection, making no acquisitions or discretionary capital expenditure and minimum dividend distributions under the REIT rules. Accordingly, based on this information, and in light of mitigating actions available and the reasonable expectation that the Group refinancing will be available when required, the Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in business for a period at least 12 months from the date of approval of the Annual Report and Financial Statements.
Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt upon the Group's ability to continue as a going concern. Therefore, the financial statements have been prepared on the going concern basis.
2.2 New standards and interpretations effective in the current period
The following amendments to existing standards that are required for the Group's accounting period beginning on 1 January 2022, have been considered and applied:
-- Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37); -- Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16);
-- Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41); and
-- References to Conceptual Framework (Amendments to IFRS 3).
There was no material effect from the adoption of the above-mentioned amendments to IFRS effective in the period. They have no significant impact to the Group as they are either not relevant to the Group's activities or require accounting which is already consistent with the Group's current accounting policies.
2.3 New and revised accounting standards not yet effective
There are a number of new standards and amendments to existing standards which have been published and are mandatory for the Group's accounting periods beginning on or after 1 January 2023 or later. The Group is not adopting these standards early. The following are the most relevant to the Group:
Amendments to IAS 1 Presentation of Financial Statements clarifies that liabilities are classified as either current or non -- current, depending on the rights that exist at the end of the reporting period and not expectations of, or actual events after, the reporting date. The amendments also give clarification to the definition of settlement of a liability.
Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors clarifies the distinction between accounting policies and accounting estimates and also replaces the definition of accounting estimates. Under the new definition, estimates are "monetary amounts in financial statements that are subject to measurement uncertainty".
IFRS 17: Insurance contracts is a new requirement from 1 January 2023 covering insurance and re-insurance contracts and will not be relevant to the Group.
The amendments are not expected to have a significant impact on the preparation of the Financial Statements.
2.4 Significant accounting judgements and estimates
The preparation of these Financial Statements in accordance with IFRS requires the Directors of the Company to make judgements, estimates and assumptions that affect the reported amounts recognised in the Financial Statements. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability in the future.
JUDGEMENTS
In the course of preparing the Financial Statements, the Investment Adviser has made the following judgements in the process of applying the Group's accounting policies which have had a significant effect on the amounts recognised in the Financial Statements.
Business combinations
The Group acquires subsidiaries that own investment properties. At the time of acquisition, the Group considers whether each acquisition represents the acquisition of a business or the acquisition of an asset. Management considers the substance of the assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.
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 the 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.
All corporate acquisitions made during the period have been treated as asset purchases rather than business combinations because no integrated set of activities was acquired.
ESTIMATES
In the process of applying the Group's accounting policies, the Investment Adviser has made the following estimates which have the most significant risk of material change to the carrying value of assets recognised in the consolidated Financial Statements:
Valuation of property
The valuations of the Group's investment property are at fair value as determined by the external valuer on the basis of market value in accordance with the internationally accepted RICS Valuation - Professional Standards January 2022 (incorporating the International Valuation Standards) and in accordance with IFRS 13. The key estimates made by the valuer are the ERV and equivalent yields of each investment property.
Onsite developments are valued by applying the 'residual method' of valuation, which is the investment method described above with a deduction for all costs necessary to complete the development, with a further allowance for remaining risk and developers' profit. Properties and land held for future development are valued using the highest and best use method, by adopting the residual method allowing for all associated risks, the investment method, or a value per acre methodology.
See notes [13] and [21] for further details.
2.5 Summary of significant accounting policies
The principal accounting policies applied in the preparation of these Financial Statements are stated in the notes to the Financial Statements.
A) BASIS OF CONSOLIDATION
The Company does not meet the definition of an investment entity and therefore does not qualify for the consolidation exemption under IFRS 10. The consolidated Financial Statements comprise the Financial Statements of the Company and its subsidiaries as at 31 December 2022. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtained control, and will continue to be consolidated until the date that such control ceases. An investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. In preparing these Financial Statements, intra-group balances, transactions and unrealised gains or losses have been eliminated in full. All subsidiaries have the same year end as the Company. Uniform accounting policies are adopted in the Financial Statements for like transactions and events in similar circumstances.
B) FUNCTIONAL AND PRESENTATION CURRENCY
The overall objective of the Group is to generate returns in Pound Sterling and the Group's performance is evaluated in Pound Sterling. Therefore, the Directors consider Pound Sterling as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions and have therefore adopted it as the functional and presentation currency.
All values are rounded to the nearest thousand pounds (GBP'000), except when otherwise stated.
C) SEGMENTAL REPORTING
The Directors are of the opinion that the Group is engaged in a single segment of business, being the investment and management of premises relating to the life science sector.
D) DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments, comprising interest rate derivatives for mitigating interest rate risks, are initially recognised at fair value 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. Premiums payable under such arrangements are initially capitalised into the statement of financial position.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs significant to the fair value measurement as a whole. Changes in fair value of interest rate derivatives are recognised within finance expenses in profit or loss in the period in which they occur.
E) EXCEPTIONAL COSTS
Items are classified as exceptional by virtue of their size, nature or incidence, where their inclusion would otherwise distort the underlying recurring earnings of the Group. Examples include, but are not limited to, business transformation costs, early redemption costs of financial instruments and tax charges specific to disposals. Exceptional costs are excluded from the Group's adjusted earnings.
3. Revenue
Year ended Period
ended
31 December 31 December
2022 2021
GBP'000 GBP'000
--------------------------------------- ----------- -----------
Rental income 11,007 428
Rental income straight-line adjustment 1,240 82
Other income 722 22
Insurance recharged 155 -
--------------------------------------- ----------- -----------
Gross property income 13,124 532
Service charge income 2,582 -
--------------------------------------- ----------- -----------
Total 15,706 532
--------------------------------------- ----------- -----------
Accounting policy
Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease term and is included in gross rental income in the Group statement of comprehensive income. Initial direct costs incurred in negotiating and arranging an operating lease are recognised as an expense over the lease term on the same basis as the lease income. Rental income is invoiced in advance and for all rental income that relates to a future period, this is deferred and appears with current liabilities on the Group statement of financial position.
For leases which contain fixed or minimum uplifts, the rental income arising from such uplifts is recognised on a straight-line basis over the lease term.
Tenant lease incentives are recognised as an adjustment of rental revenue on a straight-line basis over the term of the lease. The lease term is the non-cancellable period of the lease together with any further term for which the tenant has the option to continue the lease where, at the inception of the lease, the Directors are reasonably certain that the tenant will exercise that option.
Amounts received from occupiers to terminate leases or to compensate for dilapidations are recognised in the Group statement of comprehensive income when the right to receive them arises.
Service charge income is recognised when the related recoverable expenses are incurred. The Group acts as the principal in service charge transactions as it directly controls the delivery of the services at the point at which they are provided to the occupier.
4. Property operating and administration expenses
Year ended Period
ended
31 December 31 December
2022 2021
GBP'000 GBP'000
------------------------------------------- ----------- -----------
Recoverable service charges 2,582 -
------------------------------------------- ----------- -----------
Rates 526 -
Premises expenses(1) 928 -
Service charge void costs 571 -
Insurance expense 162 -
------------------------------------------- ----------- -----------
Property operating expenses 2,187 -
------------------------------------------- ----------- -----------
Investment Adviser fees 3,787 455
Other administration expenses 1,458 217
Cost associated with moving to Main Market 957 -
Directors' remuneration (see note 5) 186 32
Audit fees (see note 6) 177 130 ------------------------------------------- ----------- ----------- Administration expenses 6,565 834 ------------------------------------------- ----------- ----------- Total 11,334 834 ------------------------------------------- ----------- -----------
(1) Includes doubtful debts provided for as at 31 December 2022 of GBP0.7 million (31 December 2021: GBPnil).
Accounting policy
All property operating expenses and administration expenses are charged to the consolidated statement of comprehensive income and are accounted for on an accruals basis.
Property expenses are costs incurred by the Group that are not directly recoverable from an occupier, as well as professional fees relating to the letting of our estates.
Further information on the calculation of the Investment Adviser fees is set out in note 28.
5. Directors' remuneration
Year ended Period
ended
31 December 31 December
2022 2021
GBP'000 GBP'000
-------------------------------------------- ----------- -----------
Claire Boyle 55 12
Sally Ann Forsyth 42 10
Michael Taylor 40 8
Richard Howell 29 -
Employers' National Insurance contributions 20 2
-------------------------------------------- ----------- -----------
Total 186 32
-------------------------------------------- ----------- -----------
A summary of the Directors' emoluments, including the disclosures required by the Companies Act 2006, is set out in the Directors' remuneration report. The Group had no employees in the period.
6. Auditor's remuneration
Year ended Period
ended
31 December 31 December
2022 2021
GBP'000 GBP'000
---------- ------------ ------------
Audit fee 177 130
---------- ------------ ------------
Total 177 130
---------- ------------ ------------
The Group reviews the scope and nature of all proposed non-audit services before engagement, to ensure that the independence and objectivity of the Auditor are safeguarded. Audit fees are comprised of the following items:
Year ended Period
ended
31 December 31 December
2022 2021
GBP'000 GBP'000
--------------------------------------------- ------------ ------------
Group Annual Report and Financial Statements 177 130
--------------------------------------------- ------------ ------------
Total 177 130
--------------------------------------------- ------------ ------------
Non-audit fees payable to the Group's Auditor comprised of the following:
Year ended Period
ended
31 December 31 December
2022 2021
GBP'000 GBP'000
---------------------------------------------------------- ------------- ------------
Services provided as reporting accountant on equity raise - 171
---------------------------------------------------------- ------------- ------------
Total - 171
---------------------------------------------------------- ------------- ------------
The Auditor has not undertaken any non-audit services during the year. The Audit and Risk Committee has considered the independence and objectivity of the Auditor and has conducted a review of services which the Auditor has provided during the period under review. The Audit and Risk Committee receives an annual assurance from the Auditor that its independence is not compromised.
7. Finance income
Year ended Period
ended
31 December 31 December
2022 2021
GBP'000 GBP'000
---------------------------------------------------------------------------- ------------ ------------
Change in fair value of interest rate derivatives 2,047 -
Income from cash and short-term deposits 771 7
Interest receivable from interest rate derivatives 329 -
Change in fair value of deferred consideration on interest rate derivatives 108 -
---------------------------------------------------------------------------- ------------ ------------
Total 3,255 7
---------------------------------------------------------------------------- ------------ ------------
Accounting policy
Interest income is recognised on an effective interest rate basis and shown within the Group statement of comprehensive income as finance income.
8. Finance expenses
Year ended Period
ended
31 December 31 December
2022 2021
GBP'000 GBP'000
-------------------------------- ------------ ------------
Loan interest 4,961 -
Loan arrangement fees amortised 416 -
Loan expenses 201 -
Gross interest costs 5,578 -
Capitalisation of finance costs (1,796) -
-------------------------------- ------------ ------------
Total 3,782 -
-------------------------------- ------------ ------------
Accounting policy
Any finance costs that are separately identifiable and directly attributable to an asset which takes a period of time to complete are amortised as part of the cost of the asset. All other finance costs are expensed in the period in which they occur. Finance costs consist of interest and other costs that an entity incurs in connection with bank and other borrowings. Finance costs have been capitalised in the period in accordance with the accounting policy detailed in note 17.
9. Taxation
Corporation tax has arisen as follows:
Year ended Period
ended
31 December 31 December
2022 2021
GBP'000 GBP'000
----------------------------------- ------------ ------------
Corporation tax on residual income 146 -
----------------------------------- ------------ ------------
Total 146 -
----------------------------------- ------------ ------------
Reconciliation of tax charge to profit before tax:
Year ended Period
ended
31 December 31 December
2022 2021
GBP'000 GBP'000
--------------------------------------------- ------------ ------------
(Loss)/profit before tax (27,467) 7,741
Corporation tax at 19% (2021: 19.0%) (5,219) 1,471
Change in value of investment properties 5,949 (1,527)
Change in value of interest rate derivatives (389) -
Tax-exempt property rental business (195) 56
--------------------------------------------- ------------ ------------
Total 146 -
--------------------------------------------- ------------ ------------
The Company served notice to HM Revenue & Customs that the Company, and its Group subsidiaries, qualified as a Real Estate Investment Trust with effect from 30 November 2021. The Group did not have any taxable profits arising prior to this date.
The United Kingdom Government has announced that it intends to increase the main rate of corporation tax from 19% to 25% from April 2023. As the Company is a REIT it is not anticipated that the change in the corporation tax will have a material impact on the Group, however tax charges on any non-property income will increase.
Accounting policy
Corporation tax is recognised in the consolidated statement of comprehensive income except where in certain circumstances corporation tax may be recognised in other comprehensive income.
As a REIT, the Group is exempt from corporation tax on the profits and gains from its property rental business, provided it continues to meet certain conditions as per the REIT regulations.
Non-qualifying profits and gains of the Group continue to be subject to corporation tax. Therefore, current tax is the expected tax payable on the non-qualifying taxable income for the period, if applicable, using tax rates enacted or substantively enacted at the balance sheet date.
10. Operating leases
Operating lease commitments - as lessor
The Group has entered into commercial property leases on its investment property portfolio. These non-cancellable leases have a remaining term of up to 22 years.
Future minimum rentals receivable under non-cancellable operating leases as at 31 December 2022 are as follows:
As at As at
31 December 31 December
2022 2021
GBP'000 GBP'000
--------------------------- ----------- -----------
Within one year 12,602 6,397
Between one and five years 41,784 27,194
More than five years 30,044 21,080
--------------------------- ----------- -----------
Total 84,430 54,671
--------------------------- ----------- -----------
11. Dividends
Pence
For the year ended 31 December 2022 per share GBP'000
-------------------------------------------------------------------------------- --------- -------
First interim dividend for year ended 31 December 2022, paid on 31 October 2022 1.0 3,500
-------------------------------------------------------------------------------- --------- -------
Total 1.0 3,500
Paid as:
Property income distribution - -
Non-property income distribution 1.0 3,500
-------------------------------------------------------------------------------- --------- -------
Total 1.0 3,500
-------------------------------------------------------------------------------- --------- -------
No dividends were declared for the period to 31 December 2021.
A second interim dividend of 3.0 pence per share was declared on 27 March 2023 and is due to be paid on 15 May 2023.
Accounting policy
Dividends due to the Company's shareholders are recognised when they become payable.
12. Earnings per share
Basic EPS is calculated by dividing profit for the period attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares during the period. As there are no dilutive instruments in issue, basic and diluted EPS are identical.
Year ended Period
ended
31 December 31 December
2022 2021
GBP'000 GBP'000
------------------------------------------------------------------------------ ----------- -----------
IFRS earnings (27,613) 7,741
------------------------------------------------------------------------------ ----------- -----------
EPRA earnings adjustments:
Fair value losses/(gains) on investment properties 31,312 (8,036)
Changes in fair value of interest rate derivatives and deferred consideration (2,155) -
------------------------------------------------------------------------------ ----------- -----------
EPRA earnings 1,544 (295)
------------------------------------------------------------------------------ ----------- -----------
Group-specific earnings adjustments:
Cost associated with moving to Main Market 957 -
------------------------------------------------------------------------------ ----------- -----------
Adjusted earnings 2,501 (295)
------------------------------------------------------------------------------ ----------- -----------
Year ended Period
ended
31 December 31 December
2022 2021
Pence Pence
------------------------------------------------------- ----------- -----------
Basic IFRS EPS (7.9) 2.2
------------------------------------------------------- ----------- -----------
Diluted IFRS EPS (7.9) 2.2
------------------------------------------------------- ----------- -----------
EPRA EPS 0.4 (0.1)
------------------------------------------------------- ----------- -----------
Adjusted EPS 0.7 (0.1)
------------------------------------------------------- ----------- -----------
Year ended Period
ended
31 December 31 December
2022 2021
Number Number
of shares of shares
------------------------------------------------------- ----------- -----------
Weighted average number of shares in issue (thousands) 350,000 350,000
------------------------------------------------------- ----------- -----------
13. UK investment property
Completed Development Total
investment property investment
property and land property
GBP'000 GBP'000 GBP'000
------------------------------------------------------------------- ---------- ----------- ----------
Investment property valuation brought forward as at 1 January 2022 192,170 - 192,170
Acquisitions in the year 130,971 82 ,440 213,411
Additional capital expenditure 641 9,565 10,206
Finance costs capitalised - 1,796 1,796
Fair value losses on investment property (15,060) (16,252) (31,312)
Movement in rent incentives 1,247 32 1,279
------------------------------------------------------------------- ---------- ----------- ----------
Fair value at 31 December 2022 309,969 77,581 387,550
------------------------------------------------------------------- ---------- ----------- ----------
Completed Development Total
investment property investment
property and land property
GBP'000 GBP'000 GBP'000
------------------------------------------------------------------- ---------- ----------- ----------
Investment property valuation brought forward as at 1 August 2021 - - -
Acquisitions in the year 184,052 - 184,052
Fair value gain on investment property 8,036 - 8,036
Movement in rent incentives 82 - 82
------------------------------------------------------------------- ---------- ----------- ----------
Fair value at 31 December 2021 192,170 - 192,170
------------------------------------------------------------------- ---------- ----------- ----------
Accounting policy
Investment property comprises property held to earn rental income or for capital appreciation, or both. Investment property is recognised upon legal completion of the contract, where costs are reliably measured and future economic benefits that are associated with the property flow to the entity. Investment property is measured initially at cost including transaction costs. Transaction costs include transfer taxes and professional fees to bring the property to the condition necessary for it to be capable of operating. The carrying amount also includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met.
All corporate acquisitions made during the period have been treated as asset purchases rather than business combinations because no integrated set of activities was acquired.
Development property and land is where the whole or a material part of an estate is identified as having potential for development. Assets are classified as such until development is completed, and they have the potential to be fully income generating. Development property and land is measured at fair value if the fair value is considered to be reliably determinable. Where the fair value cannot be determined reliably but where it is expected that the fair value of the property will be reliably determined when construction is completed, the property is measured at cost less any impairment until the fair value becomes reliably determinable or construction is completed, whichever is earlier. It is the Group's policy not to capitalise overheads or operating expenses and no such costs were capitalised in either the year ended 31 December 2022 or the period ended 31 December 2021, however GBP1,796,000 (2021: GBPnil) of finance costs have been capitalised in the period to 31 December 2022. Refer to note 17 for more details.
Subsequent to initial recognition, investment property is stated at fair value (see note 23). Gains or losses arising from changes in the fair values are included in the consolidated statement of profit or loss and other comprehensive income in the period in which they arise under IAS 40 Investment Property.
Investment properties cease to be recognised when they have been disposed of or withdrawn permanently from use and no future economic benefit is expected. Gains or losses on the disposal of investment property are determined as the difference between net disposal proceeds and the carrying value of the asset.
Movements in rent incentives are presented within the total portfolio valuation.
14. Trade and other receivables
31 December 31 December
2022 2021
GBP'000 GBP'000
-------------------------------------------- ----------- -----------
Prepayments and other receivables 3,531 362
Amounts due from/(due to) property manager 2,200 (5)
Tenant deposits(1) 2,701 -
Rent and insurance receivable 1,133 635
Escrow account 470 1,279
Interest receivable 331 -
VAT receivable - 897
Payments in advance of property acquisition - 100
-------------------------------------------- ----------- -----------
Total 10,366 3,268
-------------------------------------------- ----------- -----------
(1) Tenant deposits are reflected as non-current receivables.
Accounting policy
Rent and other receivables are recognised at their original invoiced value and become due based on the terms of the underlying lease or at the date of invoice.
The Group carries out an assessment of expected credit losses at each period end, using the IFRS 9 simplified approach, where a lifetime expected loss allowance is recognised over the expected life of the financial instrument. Adjustments are recognised in the income statement as an impairment gain or loss. The rent and insurance receivable represents gross receivables of GBP1.9 million (31 December 2021: GBP0.6 million) and a provision for doubtful debts of GBP0.8 million (31 December 2021: GBPnil).
The Group considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Group in full. The Group writes off trade receivables when there is no reasonable expectation of recovery.
15. Cash and cash equivalents
31 December 31 December
2022 2021
GBP'000 GBP'000
----------------- ----------- -----------
Cash 10,606 21,962
Cash equivalents 35,000 144,000
----------------- ----------- -----------
Total 45,606 165,962
----------------- ----------- -----------
Cash equivalents includes GBP35.0 million (2021: GBP144.0 million) of cash held by various banks on short-term deposits.
Accounting policy
Cash and cash equivalents comprise cash at bank and short-term deposits with banks and other financial institutions, with an initial maturity of three months or less.
16. Interest rate derivatives
31 December 31 December
2022 2021
GBP'000 GBP'000
--------------------------------------------------- ----------- -----------
At the start of the period - -
Additional premiums paid and accrued 2,256 -
Changes in fair value of interest rate derivatives 2,047 -
--------------------------------------------------- ----------- -----------
Balance at the end of the period 4,303 -
--------------------------------------------------- ----------- -----------
Current 432 -
Non-current 3,871 -
--------------------------------------------------- ----------- -----------
Balance at the end of the period 4,303 -
--------------------------------------------------- ----------- -----------
To mitigate the interest rate risk that arises as a result of entering into variable rate linked loans, the Group entered into interest rate derivatives.
The instrument entered into in August 2022 has a notional value of GBP75.0 million at a strike rate of 2.00% and a termination date of 31 March 2025.
On 13 May 2022, the Company acquired the issued share capital of Oxford Technology Park Holdings Limited ("OTPHL") including its two subsidiaries, Oxford Technology Park Limited ("OTPL") and Oxford Technology Park Investments Limited ("OTPIL"). OTPL has an existing loan facility and SONIA interest rate cap in place at 0.75% until the loan expiry date for GBP29.3 million of the drawn facility. This cap is due to expire in June 2023 and is therefore shown in current liabilities.
Accounting policy
Interest rate derivatives are initially recognised at fair value 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. Premiums payable under such arrangements are initially capitalised into the statement of financial position.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs significant to the fair value measurement as a whole. Changes in fair value of interest rate derivatives are recognised within finance expenses in profit or loss in the period in which they occur.
17. Interest-bearing loans and borrowings
31 December 31 December
2022 2021
Non-current GBP'000 GBP'000
---------------------------------------------------- ----------- -----------
At the beginning of the period - -
Drawn in the period 101,260 -
Repaid in the period (26,260) -
---------------------------------------------------- ----------- -----------
Interest-bearing loans and borrowings 75,000 -
---------------------------------------------------- ----------- -----------
Unamortised fees at the beginning of the period - -
Loan arrangement fees paid in the period (1,203) -
Amortisation charge for the period 291 -
---------------------------------------------------- ----------- -----------
Unamortised loan arrangement fees (912) -
---------------------------------------------------- ----------- -----------
Loan balance less unamortised loan arrangement fees 74,088 -
---------------------------------------------------- ----------- -----------
31 December 31 December
2022 2021
Current GBP'000 GBP'000
---------------------------------------------------- ----------- -----------
At the beginning of the period - -
Acquired in the period 33,582 -
Drawn in the period - -
Repaid in the period - -
Interest and commitment fees incurred in the period 2,251 -
---------------------------------------------------- ----------- -----------
Interest-bearing loans and borrowings 35,833 -
---------------------------------------------------- ----------- -----------
Unamortised fees at the beginning of the period - -
Loan arrangement fees paid in the period (215) -
Amortisation charge for the period 125 -
---------------------------------------------------- ----------- -----------
Unamortised loan arrangement fees (90) -
---------------------------------------------------- ----------- -----------
Loan balance less unamortised loan arrangement fees 35,743 -
---------------------------------------------------- ----------- -----------
On 29 March 2022, a direct subsidiary of the Company, Ironstone Life Science Holdings Limited, entered into a GBP150.0 million single currency term and revolving facility agreement ("HSBC facility") with HSBC UK Bank plc, comprising a GBP75.0 million three-year term loan facility and an equally sized revolving credit facility. The HSBC facility has an interest rate in respect of drawn amounts of 225 basis points over SONIA. As at 31 December 2022, the GBP75.0 million three-year term loan facility was fully drawn and there was GBP75.0 million available to draw on the revolving facility.
In August 2022, additional protection was secured against potential future interest rate rises through capping the SONIA rate at 2.0% until 31 March 2025 on the full amount of the HSBC term loan at a premium of GBP2.3 million.
The HSBC facility is secured on Rolling Stock Yard, Cambourne Business Park, 7-11 Herbrand Street, Lumen House and the Merrifield Centre within the portfolio.
On 13 May 2022, the Company acquired the issued share capital of Oxford Technology Park Holdings Limited ("OTPHL") including its two subsidiaries, Oxford Technology Park Limited ("OTPL") and Oxford Technology Park Investments Limited ("OTPIL"). OTPL has an existing loan facility with Fairfield REF ECS II GEN No.2 Designated Activity Company ("Fairfield") of GBP53.4 million, of which GBP35.8 million is currently drawn. The Fairfield facility has an interest rate in respect of drawn amounts of 712 basis points over SONIA.
There is an existing SONIA interest rate cap in place at 0.75% until the loan expiry date for GBP29.3 million of the drawn facility.
The Fairfield debt is due to expire in June 2023 and is therefore shown in current liabilities.
The debt facilities include LTV and interest cover covenants that are measured at entity level where the debt facilities have been drawn. The Group is in full compliance with all loan covenants as at 31 December 2022.
Accounting policy
Loans and borrowings are initially recognised at the proceeds received net of directly attributable transaction costs. Loans and borrowings are subsequently measured at amortised cost. Interest on the HSBC facility is charged to the consolidated statement of comprehensive income at the effective interest rate and shown within finance costs. Interest on the Fairfield facility is capitalised as part of the loan principal at the effective interest rate and reflected within finance costs. The effective interest rate is calculated as the daily SONIA rate plus the facility margin. Transaction costs are amortised over the term of the loan.
Where a property is being developed or undergoing major refurbishment, finance costs associated with direct expenditure on the property are capitalised. Capitalisation commences when the activities to develop the property start and continues until the property is substantially ready for its intended use, normally practical completion.
Capitalised finance costs are calculated at the Group's weighted average interest rate.
18. Other liabilities - other payables and accrued expenses, provisions and deferred income
31 December 31 December
2022 2021
GBP'000 GBP'000
------------------------------------------------ ----------- -----------
Capital expenses payable 5,481 2,628
Deferred income 3,692 4,937
Administration and other expenses payable 2,588 1 ,429
Loan interest payable 1,027 -
Deferred consideration on interest rate caps 820 -
VAT payable 759 -
Property operating expenses payable 332 92
Share issue costs payable - 1,101
------------------------------------------------ ----------- -----------
Current other payables and accrued expenses 14,699 10,820
Tenant deposits payable to tenant 2,701 633
Deferred consideration on interest rate caps 1,143 -
------------------------------------------------ ----------- -----------
Non-current other payables and accrued expenses 3,844 633
------------------------------------------------ ----------- -----------
Total other payables and accrued expenses 18,543 10,820
------------------------------------------------ ----------- -----------
Accounting policy
Other payables and accrued expenses are initially recognised at fair value and subsequently held at amortised cost.
Deferred income is rental income invoiced to the tenant but relates to future accounting periods. The income is deferred and is unwound to revenue on a straight-line basis over the period in which it is earned.
19. Share capital
Share capital is the nominal amount of the Company's ordinary shares in issue.
31 December 31 December
2022 2021
Ordinary shares of GBP0.01 each Number GBP'000 Number GBP'000
----------------------------------- ----------- ----------- ----------- -----------
Authorised, issued and fully paid:
Shares issued 350,000,000 3,500 350,000,000 3,500
----------------------------------- ----------- ----------- ----------- -----------
Balance at the end of the period 350,000,000 3,500 350,000,000 3,500
----------------------------------- ----------- ----------- ----------- -----------
The share capital comprises one class of ordinary shares. At general meetings of the Company, ordinary shareholders are entitled to one vote on a show of hands and on a poll, for every share held. There are no restrictions on the size of a shareholding or the transfer of shares, except for the UK REIT restrictions.
Accounting policy
Share capital is the nominal amount of the Company's ordinary shares in issue.
20. Share premium
Share premium comprises the following amounts:
31 December 31 December
2022 2021
GBP'000 GBP'000
-------------------------------------- ----------- -----------
At the start of the period 339,339 -
Shares issued - 346,500
Share issue costs (16) (7,161)
Transfer to capital reduction reserve (339,323) -
-------------------------------------- ----------- -----------
Share premium - 339,339
-------------------------------------- ----------- -----------
Accounting policy
Share premium represents the excess over nominal value of the fair value of the consideration received for equity shares net of direct issue costs.
On 12 April 2022, the share premium account was cancelled in accordance with the provisions of the Companies Act 2006 in order to create distributable reserves, the capital reduction reserve. This is capable of being applied in any manner in which the Company's profits available for distribution are able lawfully to be applied.
21. Retained earnings
Retained earnings comprise the following cumulative amounts:
31 December 31 December
2022 2021
GBP'000 GBP'000
------------------------------------------------------------------------------ ----------- -----------
Total unrealised (loss)/gain on investment properties (23,276) 8,036
Total unrealised gain on interest rate derivatives and deferred consideration 2,155 -
Total realised gain/(loss) 1,249 (295)
------------------------------------------------------------------------------ ----------- -----------
Retained earnings (19,872) 7,741
------------------------------------------------------------------------------ ----------- -----------
Accounting policy
Retained earnings represent the profits of the Group less dividends paid from revenue profits to date. Unrealised gains/(losses) on the revaluation of investment properties, interest rate derivatives and deferred consideration contained within this reserve are not distributable until any gains crystallise on the sale of the investment property and interest rate caps.
As at 31 December 2022, the Company had distributable reserves available of GBP337.1 million (2021: GBPnil).
22. Net asset value per share
Basic NAV per share amounts are calculated by dividing net assets attributable to ordinary equity holders of the Company in the statement of financial position by the number of ordinary shares outstanding at the end of the period. As there are no dilutive instruments in issue, basic and diluted NAV per share are identical.
EPRA net tangible assets ("EPRA NTA") is calculated using property values in line with IFRS, where values are net of real estate transfer tax ("RETT") and other purchasers' costs. EPRA NTA is considered to be the most relevant measure for the Group's operating activities.
31 December 31 December
2022 2021
GBP'000 GBP'000
------------------------------------------------------ ----------- -----------
IFRS net assets attributable to ordinary shareholders 319,451 350,580
IFRS net assets for calculation of NAV 319,451 350,580
------------------------------------------------------ ----------- -----------
Adjustment to net assets:
Fair value of interest rate derivatives (4,303) -
------------------------------------------------------ ----------- -----------
EPRA NTA 315,148 350,580
------------------------------------------------------ ----------- -----------
31 December 31 December
2022 2021
Pence Pence
------------------------------------------------------ ----------- -----------
IFRS basic and diluted NAV per share (pence) 91.3 100.2
------------------------------------------------------ ----------- -----------
EPRA NTA per share (pence) 90.0 100.2
------------------------------------------------------ ----------- -----------
31 December 31 December
2022 2021
Number Number
of shares of shares
------------------------------------------------------ ----------- -----------
Number of shares in issue (thousands) 350,000 350,000
------------------------------------------------------ ----------- -----------
23. Fair value
IFRS 13 defines fair value 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. The following methods and assumptions were used to estimate the fair values.
The fair value of cash and short-term deposits, trade receivables, trade payables and other current liabilities approximate their carrying amounts due to the short-term maturities of these instruments.
Interest-bearing loans and borrowings are disclosed at amortised cost. The carrying values of the loans and borrowings approximate their fair value due to the contractual terms and conditions of the loan. The HSBC debt facility has an interest rate of 225 basis points over SONIA in respect of drawn amounts. The Fairfield debt facility has an interest rate in respect of drawn amounts of 712 basis points over SONIA.
The fair value of the interest rate contracts is recorded in the statement of financial position and is revalued quarterly by an independent valuations specialist, Chatham Financial.
Six-monthly valuations of investment property are performed by CBRE, accredited external valuers with recognised and relevant professional qualifications and recent experience of the location and category of the investment property being valued, on a variable fee basis. The valuations are the ultimate responsibility of the Directors however, who appraise these every six months.
The valuation of the Group's investment property at fair value is determined by the external valuer on the basis of market value in accordance with the internationally accepted RICS Valuation - Professional Standards January 2020 (incorporating the International Valuation Standards).
Completed investment properties are valued by adopting the 'income capitalisation' method of valuation. This approach involves applying capitalisation yields to current and future rental streams, net of income voids arising from vacancies or rent-free periods and associated running costs. These capitalisation yields and future rental values are based on comparable property and leasing transactions in the market using the valuer's professional judgement and market observations. Other factors taken into account in the valuations include the tenure of the property, tenancy details and ground and structural conditions.
Onsite developments are valued by applying the 'residual method' of valuation, which is the investment method described above with a deduction for all costs necessary to complete the development, with a further allowance for remaining risk and developers' profit. Properties and land held for future development are valued using the highest and best use method, by adopting the residual method allowing for all associated risks, the investment method, or a value per acre methodology.
The following table shows an analysis of the fair values of investment properties recognised in the statement of financial position by level of the fair value hierarchy(1) :
31 December 2022
----------------------------------
Level Level Level Total
1 2 3
---------------------------------------------- ------- ------- ------- -------
Assets and liabilities measured at fair value GBP'000 GBP'000 GBP'000 GBP'000
Investment properties - - 387,550 387,550
Interest rate derivatives - 4,303 - 4,303
Deferred consideration on interest rate caps - (1,963) - (1,963)
---------------------------------------------- ------- ------- ------- -------
Total - 2,340 387,550 389,890
---------------------------------------------- ------- ------- ------- -------
31 December 2021
----------------------------------
Level 1 Level 2 Level 3 Total
---------------------------------------------- ------- ------- ------- -------
Assets and liabilities measured at fair value GBP'000 GBP'000 GBP'000 GBP'000
Investment properties - - 192,170 192,170
---------------------------------------------- ------- ------- ------- -------
Total - - 192,170 192,170
---------------------------------------------- ------- ------- ------- -------
(1) Explanation of the fair value hierarchy:
-- Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
-- Level 2 - use of a model with inputs (other than quoted prices included in Level 1) that are directly or indirectly observable market data; and
-- Level 3 - use of a model with inputs that are not based on observable market data.
There have been no transfers between Level 1 and Level 2 during either period, nor have there been any transfers in or out of Level 3.
Sensitivity analysis to significant changes in unobservable inputs within the valuation of investment properties
The following table analyses:
-- the fair value measurements at the end of the reporting period; -- a description of the valuation techniques applied;
-- the inputs used in the fair value measurement, including the ranges of rent charged to different units within the same building; and
-- for Level 3 fair value measurements, quantitative information about significant unobservable inputs used in the fair value measurement.
Key
Fair value Valuation unobservable
31 December 2022 GBP'000 technique inputs Range
----------------------------- ---------- --------------- ------------ ----------------
Completed investment property GBP309,969 Income ERV GBP18.9-GBP110.0
capitalisation per sq ft
Equivalent 4.25%-7.00%
yield
----------------------------- ---------- --------------- ------------ ----------------
Development property GBP41,241 Income ERV GBP20.0-GBP25.0
capitalisation per sq ft
/residual
method
Equivalent 5.00%-5.05%
yield
----------------------------- ---------- --------------- ------------ ----------------
Development land GBP36,340 Comparable Sales rate GBP138.6
per sq ft
method/residual
method
----------------------------- ---------- --------------- ------------ ----------------
Total GBP387,550
----------------------------- ---------- --------------- ------------ ----------------
Key
Fair value Valuation unobservable
31 December 2021 GBP'000 technique inputs Range
----------------------------- ---------- --------------- ------------ ----------------
Completed investment property GBP192,170 Income ERV GBP23.0-GBP67.9
capitalisation per sq ft
Equivalent 3.81%-7.00%
yield
----------------------------- ---------- --------------- ------------ ----------------
Total GBP192,170
----------------------------- ---------- --------------- ------------ ----------------
Significant increases/decreases in the ERV (per sq ft per annum) and rental growth per annum in isolation would result in a significantly higher/lower fair value measurement. Significant increases/decreases in the long-term vacancy rate and discount rate (and exit yield) in isolation would result in a significantly higher/lower fair value measurement.
Generally, a change in the assumption made for the ERV (per sq ft per annum) is accompanied by:
-- a similar change in the rent growth per annum and discount rate (and exit yield); and -- an opposite change in the long-term vacancy rate.
The table below sets out a sensitivity analysis for each of the key sources of estimation uncertainty with the resulting increase/(decrease) in the fair value of completed investment property:
As at 31 December 2022 Increase Decrease
in in
sensitivity sensitivity
Completed investment property GBP'000 GBP'000
--------------------------------------------------- ------------ ------------
Change in ERV of 10% 30,997 (30,997)
--------------------------------------------------- ------------ ------------
Change in net equivalent yields of 50 basis points (31,177) 38,491
--------------------------------------------------- ------------ ------------
Increase Decrease
in in
sensitivity sensitivity
Development property GBP'000 GBP'000
--------------------------------------------------- ------------ ------------
Change in ERV of 10% 4,124 (4,124)
--------------------------------------------------- ------------ ------------
Change in net equivalent yields of 50 basis points (4,632) 5,654
--------------------------------------------------- ------------ ------------
Increase Decrease
in in
sensitivity sensitivity
Development land GBP'000 GBP'000
--------------------------------------------------- ------------ ------------
Change in sales rate per sq ft of 10% 3,634 (3,634)
--------------------------------------------------- ------------ ------------
Increase Decrease
in in
sensitivity sensitivity
As at 31 December 2021 GBP'000 GBP'000
--------------------------------------------------- ------------ ------------
Change in ERV of 10% 19,217 (19,217)
--------------------------------------------------- ------------ ------------
Change in net equivalent yields of 50 basis points (20,207) 25,380
--------------------------------------------------- ------------ ------------
Gains and losses recorded in profit or loss for recurring fair value measurements categorised within Level 3 of the fair value hierarchy amount to a loss of GBP31.3 million (31 December 2021: gain of GBP8.0 million) and are presented in the consolidated statement of comprehensive income in line item 'fair value gains/(losses) on investment properties'.
All gains and losses recorded in profit or loss for recurring fair value measurements categorised within Level 3 of the fair value hierarchy are attributable to changes in unrealised gains or losses relating to investment property held at the end of the reporting period.
The carrying amount of the Group's other assets and liabilities is considered to be the same as their fair value.
24. Financial risk management objectives and policies
The Group has trade and other receivables, trade and other payables and cash and short-term deposits that arise directly from its operations.
The Group is exposed to market risk, interest rate risk, credit risk and liquidity risk. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
Market risk
Market risk is the risk that future values of investments in property and related investments will fluctuate due to changes in market prices. The total exposure at the statement of financial position date is GBP387.6 million and to manage this risk, the Group diversifies its portfolio across a number of assets. The Group's investment policy is to invest in UK-located life science assets. The Group will invest and manage its portfolio with an objective of spreading risk and, in doing so, will maintain the following investment restrictions:
-- no individual building will represent more than 35% of gross asset value, reducing to 25% of gross asset value by 31 December 2023;
-- the Company will target a portfolio with no one tenant accounting for more than 20% (but subject to a maximum of 30%) of the higher of either (i) gross contracted rents or (ii) the valuer's ERV of the Company's portfolio including developments under forward-funding agreements, as calculated at the time of investing or leasing;
-- the aggregate maximum exposure to assets under development, including forward fundings, will not exceed 50% of gross asset value, reducing to 30% of gross asset value by 31 December 2023. Within this limit, the maximum exposure to developments, as measured by the expected gross development cost, which are not under forward-funded arrangements, will not exceed 15% of gross asset value at the commencement of the relevant development; and
-- no more than 10% of gross asset value will be invested in properties that are not life science properties.
Credit risk
Credit risk is the risk that a counterparty or tenant will cause a financial loss to the Group by failing to meet a commitment it has entered into with the Group.
All cash deposits are placed with approved counterparties, all of whom have a credit rating of AA- or above. In respect of property investments, in the event of a default by a tenant, the Group will suffer a shortfall and additional costs concerning re -- letting of the property. The Investment Adviser monitors the tenant arrears in order to anticipate and minimise the impact of defaults by occupational occupiers.
The following table analyses the Group's maximum exposure to credit risk:
31 December 31 December
2022 2021
GBP'000 GBP'000
------------------------------- ----------- -----------
Cash and cash equivalents 45,606 165,962
Trade and other receivables(1) 10,027 2,361
------------------------------- ----------- -----------
Total 55,633 168,323
------------------------------- ----------- -----------
(1) Excludes prepayments and VAT receivable.
Interest rate risk
Interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to the risk of changes in market interest rates relates to its variable rate bank loans. To mitigate the interest rate risk that arises as a result of entering into variable rate linked loans, the Group has entered into interest rate derivatives. As at 31 December 2022 there were two interest rate derivatives in place. In August 2022 additional protection was secured against potential future interest rate rises through capping the SONIA rate at 2.0% until 31 March 2025 on the full amount of the HSBC term loan at a premium of GBP2.3 million. In addition, there is an existing SONIA interest rate cap in place relating to the OTP acquired debt at 0.75% until the loan expiry date of June 2023 for GBP29.3 million of the drawn facility.
Changes in interest rates may have an impact on consolidated earnings over the longer term. The table below provides indicative sensitivity data.
2022 2021
------------------ ------------------
Increase Decrease Increase Decrease
in in in in
interest interest interest interest
rates rates rates rates
by 1% by 1% by 1% by 1%
Effect on profit before tax GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- -------- -------- -------- --------
Increase/(decrease) (1,554) 1,545 - -
---------------------------- -------- -------- -------- --------
Foreign exchange rate risk
Management have considered the risks but not deemed them material for the business as the Group's exposure to foreign exchange rate risk as at 31 December 2022 and 31 December 2021 was minimal.
Liquidity risk
Liquidity risk is defined as the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Exposure to liquidity risk arises because of the possibility that the Group could be required to pay its liabilities earlier than expected. The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank deposits and loans.
Set out below is a comparison by class of the carrying amounts and fair value of the Group's financial instruments that are carried in the financial statements:
2022 2021
---------- --------- --------- --------- -------- -------
Fair Carrying Fair Fair Carrying Fair
value value value value value value
hierarchy GBP'000 GBP'000 hierarchy GBP'000 GBP'000
--------------------------------------- ---------- --------- --------- --------- -------- -------
Held at amortised cost
Cash and cash equivalents n/a 45,606 45,606 n/a 165,962 165,962
Trade and other receivables(1) n/a 10,027 10,027 n/a 2,361 2,361
Other payables and accrued expenses(2) n/a (14,851) (14,851) n/a (5,883) (5,883)
Interest-bearing loans and borrowings n/a (109,831) (109,831) - - -
Held at fair value
Interest rate derivatives n/a 4,303 4,303 - - -
--------------------------------------- ---------- --------- --------- --------- -------- -------
(1) Excludes prepayments.
(2) Excludes deferred income.
The table below summarises the maturity profile of the Group's financial liabilities based on contractual undiscounted payments:
Less Three
than three to 12 One to Two to More than
months months two years five years five years Total
Year ended 31 December 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- ---------- ------- --------- ---------- ---------- -------
Other payables and accrued expenses(1) 10,874 2,753 739 485 - 14,851
Interest-bearing loans and borrowings 973 40,475 3,947 150,951 - 196,346
--------------------------------------- ---------- ------- --------- ---------- ---------- -------
Total 11,847 43,228 4,686 151,436 - 211,197
--------------------------------------- ---------- ------- --------- ---------- ---------- -------
Less Three
than three to 12 One to Two to More than
months months two years five years five years Total
--------------------------------------- ---------- ------- --------- ---------- ---------- -------
Year ended 31 December 2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Other payables and accrued expenses(1) 5,883 - - - - 5,883
Interest-bearing loans and borrowings - - - - - -
--------------------------------------- ---------- ------- --------- ---------- ---------- -------
Total 5,883 - - - - 5,883
--------------------------------------- ---------- ------- --------- ---------- ---------- -------
(1) Excludes deferred income.
25. Subsidiaries
Country of Company Number and class
incorporation Registration of share held Group
Company and operation Number by the Group holding
--------------------------------------------------- -------------- ------------ -------------------------- -------
Ironstone Life Science Holdings Limited(2) UK 13390321 1,000 ordinary shares 100%
Ironstone Life Science Harwell Limited (1, 2, 6) UK 14047959 1 ordinary share 100%
Ironstone Life Science Cambourne Two Limited(1, 2) UK 13779806 1 ordinary share 100%
Ironstone Life Science Cambourne Limited(1, 2) UK 13763082 1 ordinary share 100%
Ironstone Life Science Oxford Limited(1, 2) UK 13467718 1 ordinary share 100%
Ironstone Life Science RSY Limited(1, 2) UK 13763039 1 ordinary share 100%
Ironstone Life Science Merrifield Limited(1, 2) UK 13763037 1 ordinary share 100%
Ironstone LS Cambourne One Limited(1, 3, 7) Jersey 108784 3,599.80 ordinary shares 100%
Deepdale Investment Holdings Limited(1, 4) BVI 1824411 400 A ordinary shares 100%
100 B ordinary shares
Merrifield Centre Limited(1, 2) UK 11118349 21,786,493 ordinary shares 100%
Ironstone Life Science Herbrand Limited(1, 2) 14044299 1 ordinary share 100%
Herbrand Properties Limited(1, 5) BVI 1908435 6,000 ordinary shares 100%
Oxford Technology Park Holdings Limited(2) 12434159 92 ordinary shares 100%
Oxford Technology Park Limited(1, 2) UK 08483449 100 ordinary shares 100%
Oxford Technology Park Investments Limited(1, 2) 12442240 1 ordinary share 100%
------------------------------------------------------------------- ------------ -------------------------- -------
(1) Indirect subsidiaries.
(2) Registered office: Radius House, 51 Clarendon Road, Watford, WD17 1HP.
(3) Registered office: 50 La Colomberie, St Helier, Jersey, JE2 4QB.
(4) Registered office: Geneva Place, P.O. Box 3339, Road Town, Tortola, British Virgin Islands.
(5) Registered office: Nerine Chambers, P.O. Box 905, Road Town, Tortola, 1110, British Virgin Islands.
(6) This entity was dissolved on 7 March 2023. (7) This entity was dissolved on 28 February 2023.
The principal activity of all the subsidiaries relates to property investment.
The subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of section 479A of the Act. The Company has provided a guarantee under s479C of the Companies Act 2006 in respect of the financial period ended 31 December 2022 for a number of its subsidiary companies. The guarantee is over all outstanding liabilities to which the subsidiary companies are subject at 31 December 2022 until they are satisfied in full.
The Group consists of a parent company, Life Science REIT plc, incorporated in England and Wales, and a number of subsidiaries held directly by Life Science REIT plc, which operate and are incorporated in the UK, Jersey and the British Virgin Islands.
The Group owns 100% equity shares of all subsidiaries listed above and has the power to appoint and remove the majority of the Board of Directors of those subsidiaries. The relevant activities of the above subsidiaries are determined by the Board of Directors based on the purpose of each company.
Therefore, the Directors concluded that the Group has control over all these entities and all these entities have been consolidated within the consolidated Financial Statements.
A list of all related undertakings included within these consolidated Financial Statements is noted above.
Accounting policy
Where property is acquired, via corporate acquisitions or otherwise, management considers the substance of the assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.
Where such acquisitions are not judged to be an acquisition of a business, they are not treated as business combinations. Rather, the cost to acquire the corporate entity is allocated between the identifiable assets and liabilities of the entity based on their relative fair values at the acquisition date. Accordingly, no goodwill or additional deferred taxation arises. Otherwise, acquisitions are accounted for as business combinations.
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of any non-controlling interest in the acquiree.
For each business combination, the acquirer measures the non-controlling interest in the acquiree at fair value of the proportionate share of the acquiree's identifiable net assets. Acquisition costs (except for costs of issue of debt or equity) are expensed in accordance with IFRS 3 Business Combinations.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
Contingent consideration is deemed to be equity or a liability in accordance with IAS 32. If the contingent consideration is classified as equity, it is not re-measured, and its subsequent settlement shall be accounted for within equity. If the contingent consideration is classified as a liability, subsequent changes to the fair value are recognised either in profit or loss or as a change to other comprehensive income.
26. Capital management
The Group's capital is represented by share capital and reserves.
The primary objective of the Group's capital management is to ensure that it remains within its quantitative banking covenants and maintains a strong credit rating. The Group's capital policies are as follows:
-- the Group will keep sufficient cash for working capital purposes with excess cash, should there be any, deposited at the best interest rate available whilst maintaining flexibility to fund the Group's investment programme;
-- borrowings will be managed in accordance with the loan agreements and covenants will be tested quarterly and reported to the Directors. Additionally, quarterly lender reporting will be undertaken in line with the loan agreement; and
-- new borrowings are subject to Director approval. Such borrowings will support the Group's investment programme but will be subject to a maximum 55% LTV. The intention is to maintain borrowings at an LTV of between 30% and 40%.
The Group is not subject to externally imposed capital requirements.
27. Capital commitments
At 31 December 2022, the Group had contracted capital expenditure of GBP24.4 million (31 December 2021: GBPnil).
28. Related party transactions
Directors
The Directors (all Non-Executive Directors) of the Company and its subsidiaries are considered to be the key management personnel of the Group. Directors' remuneration for the period totalled GBP186,450 (2021: GBP32,456) at 31 December 2022, including GBP20,000 of employers' National Insurance contributions; a balance of GBPnil (2021: GBP2,000) was outstanding relating to employer NI. Further information is given in note 5 and in the Directors' remuneration report.
Investment Adviser
The Company is party to an Investment Advisory Agreement with the AIFM and the Investment Adviser, pursuant to which the Investment Adviser has been appointed to provide investment advisory services relating to the respective assets on a day-to -- day basis in accordance with their respective investment objectives and policies, subject to the overall supervision and direction by the AIFM and the Board of Directors.
For its services to the Company, the Investment Adviser is entitled to a fee payable quarterly in arrears calculated at the rate of one quarter of 1.1% per quarter on that part of the NAV up to and including GBP500 million; one quarter of 0.9% per quarter on that part of the NAV in excess of GBP500 million and up to GBP1 billion; and one quarter of 0.75% per quarter on NAV in excess of GBP1 billion. Refer to the Directors' report for further information.
During the year, the Group incurred GBP3,787,421 (2021: GBP454,903) in respect of investment advisory fees. As at 31 December 2022, GBP888,174 (2021: GBP454,903) was outstanding.
29. Reconciliation of changes in liabilities to cash flows generated from financing activities(1)
Interest-bearing Interest-bearing
loans loans
and and
borrowings borrowings
current non-current Total
GBP'000 GBP'000 GBP'000
----------------------------------------------------- ---------------- ---------------- --------
Balance as at 1 January 2022 - - -
----------------------------------------------------- ---------------- ---------------- --------
Changes from financing cash flows:
Bank loans drawn down - 101,260 101,260
Bank loans repaid - (26,260) (26,260)
Loan arrangement fees paid in the year - (1,203) (1,203)
----------------------------------------------------- ---------------- ---------------- --------
Total changes from financing cash flows - 73,797 73,797
----------------------------------------------------- ---------------- ---------------- --------
Loans acquired(2) 33,582 - 33,582
Additional loan arrangement fees in year capitalised (215) - (215)
Additional interest and commitment fees capitalised 2,251 - 2,251
Amortisation charge for the year 125 291 416
----------------------------------------------------- ---------------- ---------------- --------
Balance as at 31 December 2022 35,743 74,088 109,831
----------------------------------------------------- ---------------- ---------------- --------
(1) Comparative for the period end 31 December 2021 has not been shown as there were no loans in the prior period.
(2) Acquired as part of the OTP acquisition in the year.
30. Ultimate controlling party
It is the view of the Directors that there is no ultimate controlling party.
31. Post balance sheet events
Refinancing
In February 2023 the OTP Fairfield facility was refinanced by drawing down GBP26.3 million from its existing GBP150.0 million HSBC facility as well as utilising existing cash resources.
Dividend
A second interim dividend of 3.0 pence per share in respect of the year ended 31 December 2022 will be paid on 15 May 2023. This will be paid as an ordinary dividend with an ex-dividend date of 13 April 2023.
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
31 December 31 December
2022 2021
Notes GBP'000 GBP'000
------------------------------------------------------ ----- ----------- -----------
Assets
Non-current assets
Investment in subsidiary companies 34 65,138 1
Receivables 36 214,505 177,827
------------------------------------------------------ ----- ----------- -----------
279,643 177,828
------------------------------------------------------ ----- ----------- -----------
Current assets
Cash and cash equivalents 35 39,614 165,962
Trade and other receivables 36 1,421 229
------------------------------------------------------ ----- ----------- -----------
41,035 166,191
------------------------------------------------------ ----- ----------- -----------
Total assets 320,678 344,019
------------------------------------------------------ ----- ----------- -----------
Liabilities
Current liabilities
Other payables and accrued expenses 37 (5,004) (1,943)
Total liabilities (5,004) (1,943)
------------------------------------------------------ ----- ----------- -----------
Net assets 315,674 342,076
------------------------------------------------------ ----- ----------- -----------
Equity
Share capital 3,500 3,500
Share premium - 339,339
Capital reduction reserve 335,823 -
Retained earnings (23,649) (763)
------------------------------------------------------ ----- ----------- -----------
Total equity 315,674 342,076
------------------------------------------------------ ----- ----------- -----------
Number of shares in issue (thousands) 350,000 350,000
------------------------------------------------------ ----- ----------- -----------
Net asset value per share (basic and diluted) (pence) 90.2 97.8
------------------------------------------------------ ----- ----------- -----------
The Company reported a loss for the year ended 31 December 2022 of GBP22,886,000 (period ended 31 December 2021: GBP763,000 loss).
These Financial Statements were approved by the Board of Directors of Life Science REIT plc on 24 March 2023 and signed on its behalf by:
Claire Boyle
Company number: 13532483
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2022
Capital
Share Share reduction Retained
capital premium reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------------------- ------- --------- --------- -------- --------
Balance at 1 January 2022 3,500 339,339 - (763) 342,076
Loss for the year and total comprehensive loss - - - (22,886) (22,886)
Ordinary shares issued - - - - -
Share issue costs - (16) - - (16)
Cancellation of share premium - (339,323) 339,323 - -
Dividends paid - - (3,500) - (3,500)
----------------------------------------------- ------- --------- --------- -------- --------
Balance at 31 December 2022 3,500 - 335,823 (23,649) 315,674
----------------------------------------------- ------- --------- --------- -------- --------
Capital
Share Share reduction Retained
capital premium reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------------------- ------- ------- --------- -------- -------
Balance at start of period - - - - -
Loss for the year and total comprehensive loss - - - (763) (763)
Ordinary shares issued 3,500 346,500 - - 350,000
Share issue costs - (7,161) - - (7,161)
Dividends paid - - - - -
----------------------------------------------- ------- ------- --------- -------- -------
Balance at 31 December 2021 3,500 339,339 - (763) 342,076
----------------------------------------------- ------- ------- --------- -------- -------
32. General information
Life Science REIT plc is a closed-ended REIT incorporated in England and Wales on 27 July 2021. The Company began trading on 19 November 2021. The registered office of the Company is located at 65 Gresham Street, London, EC2V 7NQ. The Company's shares were admitted to trading on AIM, a market operated by the London Stock Exchange. On 1 December 2022 the Company moved to the Main Market of the London Stock Exchange.
33. Basis of preparation
These Financial Statements are prepared in accordance with United Kingdom Generally Accepted Accounting Practice including Financial Reporting Standard 101 Reduced Disclosure Framework ("FRS 101") and in conformity with the requirements of the Companies Act 2006. The Financial Statements have been prepared under the historical cost convention. The audited Financial Statements are presented in Pound Sterling and all values are rounded to the nearest thousand pounds (GBP'000), except when otherwise indicated.
In preparing these Financial Statements the Company has taken advantage of all disclosure exemptions conferred by FRS 101. Therefore, these Financial Statements do not include:
-- certain disclosures regarding the Company's capital; -- a statement of cash flows; -- the effect of future accounting standards not yet adopted; -- the disclosure of the remuneration of key management personnel; and
-- disclosure of related party transactions with other wholly owned members of Life Science REIT plc.
In addition, and in accordance with FRS 101, further disclosure exemptions have been adopted because equivalent disclosures are included in the Company's consolidated Financial Statements. These Financial Statements do not include certain disclosures in respect of:
-- share-based payments; -- financial instruments; and -- fair value measurement.
The Company has taken advantage of the exemption in section 408 of the Companies Act 2006 not to present its own statement of comprehensive income.
The Financial Statements of the Company follow the accounting policies.
The key source of estimation uncertainty relates to the Company's investment in Group companies and is stated in the Company's separate financial statements at cost less impairment losses, if any. Impairment losses are determined with reference to the investment's fair value less estimated selling costs. Fair value is derived from the subsidiaries', and their subsidiaries', net assets at the balance sheet date. Investment properties held by the subsidiary companies are supported by independent valuation. Judgements and assumptions associated with the property values of the investments held by the subsidiary companies are detailed in the Group financial statements.
34. Investment in subsidiary companies
31 December 31 December
2022 2021
GBP'000 GBP'000
----------------------------------- ----------- -----------
Investment in subsidiary companies
Total carrying value 65,138 1
----------------------------------- ----------- -----------
Total 65,138 1
----------------------------------- ----------- -----------
31 December 31 December
2022 2021
GBP'000 GBP'000
---------------------------------------- ----------- -----------
Investments in subsidiary companies
Ironstone Life Science Holdings Limited 1 1
Oxford Technology Park Holdings Limited 65,137 -
---------------------------------------- ----------- -----------
65,138 1
---------------------------------------- ----------- -----------
Following a review comparing cost of investments to the underlying net assets of subsidiary companies, an impairment provision has been made of GBP21.3 million.
See note 25 for full list of subsidiary companies.
Accounting policy
Investments in subsidiary companies are included in the statement of financial position at cost less impairment. For a list of subsidiary companies, see note 25.
35. Cash and cash equivalents
31 December 31 December
2022 2021
GBP'000 GBP'000
----------------- ----------- -----------
Cash equivalents 4,614 144,000
Cash 35,000 21,962
----------------- ----------- -----------
Total 39,614 165,962
----------------- ----------- -----------
Accounting policy
Cash equivalents include cash at bank and short-term deposits with banks and other financial institutions, with an initial maturity of three months or less.
36. Trade and other receivables
A. Receivables: non-current assets
31 December 31 December
2022 2021
GBP'000 GBP'000
-------------------------------------- ----------- -----------
Amounts due from subsidiary companies 214,505 177,827
-------------------------------------- ----------- -----------
Total 214,505 177,827
-------------------------------------- ----------- -----------
Loans due from subsidiary companies are unsecured, interest free and repayable on demand.
B. Receivables: current assets
31 December 31 December
2022 2021
GBP'000 GBP'000
---------------------------------- ----------- -----------
Prepayments and other receivables 1,421 229
---------------------------------- ----------- -----------
Total 1,421 229
---------------------------------- ----------- -----------
37. Other payables and accrued expenses
31 December 31 December
2022 2021
GBP'000 GBP'000
-------------------------------- ----------- -----------
Capital expenses payable 2,837 -
Administration expenses payable 1,243 1,390
Other expenses payable 778 387
Provision for corporation tax 146 -
Insurance payable - 166
-------------------------------- ----------- -----------
Total 5,004 1,943
-------------------------------- ----------- -----------
UNAUDITED SUPPLEMENTARY NOTES NOT PART OF THE
CONSOLIDATED FINANCIAL INFORMATION
FOR THE YEARED 31 DECEMBER 2022
The Group is a member of the European Public Real Estate Association ("EPRA"). EPRA has developed and defined the following performance measures to give transparency, comparability, and relevance of financial reporting across entities which may use different accounting standards. The following measures are calculated in accordance with EPRA guidance. These are not intended as a substitute for IFRS measures.
Table 1: EPRA performance measures summary
Period
from
1 August
Year to 2021 to
31 December 31 December
Notes 2022 2021
------------------------------------------------ -------- ----------- -----------
EPRA earnings (GBP'000) Table 2 1,544 (295)
EPRA EPS (pence) Table 2 0.4 (0.1)
EPRA cost ratio (including direct vacancy cost) Table 6 66.3% 163.5%
EPRA cost ratio (excluding direct vacancy cost) Table 6 57.8% 163.5%
------------------------------------------------ -------- ----------- -----------
31 December 31 December
2022 2021
----------------------------------- --------- ----------- -----------
EPRA NDV per share (pence) Table 3 91.3 100.2
EPRA NRV per share (pence) Table 3 95.9 103.9
EPRA NTA per share (pence) Table 3 90.0 100.2
EPRA NIY Table 4 3.4% 4.4%
EPRA 'topped-up' net initial yield Table 4 3.6% 4.5%
EPRA vacancy rate Table 5 18.0% 19.1%
EPRA loan to value Table 10 18.9% n/a
----------------------------------- --------- ----------- -----------
Table 2: EPRA income statement
Period
from
1 August
Year to 2021 to
31 December 31 December
Notes 2022 2021
-------------------------------------------------------------------- ----- ----------- -----------
Revenue 3 15,706 532
Less: insurance recharged 3 (155) -
Less: service charge income 3 (2,582) -
-------------------------------------------------------------------- ----- ----------- -----------
Rental income 12,969 532
Property operating expenses (including recoverable service charges) 4 (4,769) -
Insurance recharged 3 155 -
Add back: service charge income 4 2,582 -
-------------------------------------------------------------------- ----- ----------- -----------
Gross profit 10,937 532
Administration expenses 4 (6,565) (834)
-------------------------------------------------------------------- ----- ----------- -----------
Operating profit/(loss) before interest and tax 4,372 (302)
Finance income 7 3,255 7
Finance expenses 8 (3,782) -
Less change in fair value of interest rate derivatives 7 (2,155) -
-------------------------------------------------------------------- ----- ----------- -----------
Adjusted profit/(loss) before tax 1,690 (295)
Tax on adjusted loss 9 (146) -
-------------------------------------------------------------------- ----- ----------- -----------
EPRA earnings 1,544 (295)
-------------------------------------------------------------------- ----- ----------- -----------
Company-specific adjustments:
EPRA earnings 1,544 (295)
Cost associated with moving to Main Market 4 957 -
-------------------------------------------------------------------- ----- ----------- -----------
Adjusted earnings 2,501 (295)
-------------------------------------------------------------------- ----- ----------- -----------
Weighted average number of shares in issue (thousands) 19 350,000 350,000
-------------------------------------------------------------------- ----- ----------- -----------
EPRA EPS (pence) 12 0.4 (0.1)
-------------------------------------------------------------------- ----- ----------- -----------
Adjusted EPS (pence) 12 0.7 -
-------------------------------------------------------------------- ----- ----------- -----------
Adjusted earnings represents earnings from operational activities. It is a key measure of the Group's underlying operational results and an indication of the extent to which dividend payments are supported by earnings.
Table 3: EPRA balance sheet and net asset value performance measures
EPRA net disposal value ("NDV"), EPRA net reinstatement value ("NRV") and EPRA net tangible assets ("NTA"). A reconciliation of the three new EPRA NAV metrics from IFRS NAV is shown in the table below. Total accounting return will now be calculated based on EPRA NTA.
EPRA NDV EPRA NRV EPRA NTA
As at 31 December 2022 Notes GBP'000 GBP'000 GBP'000
------------------------------------------------- ------ -------- -------- --------
Total properties(1) 13 387,550 387,550 387,550
Net cash/(borrowings)(2) 15, 17 (65,227) (65,227) (65,227)
Other net liabilities (2,872) (2,872) (2,872)
------------------------------------------------- ------ -------- -------- --------
IFRS NAV 22 319,451 319,451 319,451
------------------------------------------------- ------ -------- -------- --------
Include: real estate transfer tax(3) - 20,621 -
Exclude: fair value of interest rate derivatives 16 - (4,303) (4,303)
------------------------------------------------- ------ -------- -------- --------
NAV used in per share calculations 319,451 335,769 315,148
------------------------------------------------- ------ -------- -------- --------
Number of shares in issue (thousands) 19 350,000 350,000 350,000
------------------------------------------------- ------ -------- -------- --------
NAV per share (pence) 22 91.3 95.9 90.0
------------------------------------------------- ------ -------- -------- --------
EPRA NDV EPRA NRV EPRA NTA
As at 31 December 2021 Notes GBP'000 GBP'000 GBP'000
-------------------------------------- ------ -------- -------- --------
Total properties(1) 13 192,170 192,170 192,170
Net cash(2) 15, 17 165,962 165,962 165,962
Other net liabilities (7,552) (7,552) (7,552)
-------------------------------------- ------ -------- -------- --------
IFRS NAV 22 350,580 350,580 350,580
-------------------------------------- ------ -------- -------- --------
Include: real estate transfer tax(3) - 13,068 -
-------------------------------------- ------ -------- -------- --------
NAV used in per share calculations 350,580 363,648 350,580
-------------------------------------- ------ -------- -------- --------
Number of shares in issue (thousands) 19 350,000 350,000 350,000
-------------------------------------- ------ -------- -------- --------
NAV per share (pence) 22 100.2 103.9 100.2
-------------------------------------- ------ -------- -------- --------
(1) Professional valuation of investment property.
(2) Comprising interest-bearing loans and borrowings (excluding unamortised loan arrangement fees) of GBP110,833,000 net of cash of GBP45,609,000.
(3) EPRA NTA and EPRA NDV reflect IFRS values which are net of real estate transfer tax. Real estate transfer tax is added back when calculating EPRA NRV.
EPRA NDV details the full extent of liabilities and resulting shareholder value if Company assets are sold and/or if liabilities are not held until maturity. Deferred tax and financial instruments are calculated as to the full extent of their liability, including tax exposure not reflected in the statement of financial position, net of any resulting tax.
EPRA NTA assumes entities buy and sell assets, thereby crystallising certain levels of deferred tax liability.
EPRA NRV highlights the value of net assets on a long-term basis and reflects what would be needed to recreate the Company through the investment markets based on its current capital and financing structure. Assets and liabilities that are not expected to crystallise in normal circumstances, such as the fair value movements on financial derivatives and deferred taxes on property valuation surpluses, are excluded. Costs such as real estate transfer taxes are included.
Table 4: EPRA net initial yield
31 December 31 December
2022 2021
Notes GBP'000 GBP'000
---------------------------------------------------------------------------------- ----- ----------- -----------
Total properties per external valuers' report 13 387,550 192,170
Less development property and land 13 (77,581) -
---------------------------------------------------------------------------------- ----- ----------- -----------
Net valuation of completed properties 309,969 192,170
Add estimated purchasers' costs(1) 20,621 13,068
---------------------------------------------------------------------------------- ----- ----------- -----------
Gross valuation of completed properties including estimated purchasers' costs (A) 330,590 205,238
---------------------------------------------------------------------------------- ----- ----------- -----------
Gross passing rents(2) (annualised) 12,423 9,124
Less irrecoverable property costs(2) (1,104) (179)
---------------------------------------------------------------------------------- ----- ----------- -----------
Net annualised rents (B) 11,319 8,945
---------------------------------------------------------------------------------- ----- ----------- -----------
Add notional rent on expiry of rent-free periods or other lease incentives(3) 540 291
---------------------------------------------------------------------------------- ----- ----------- -----------
'Topped-up' net annualised rents (C) 11,859 9,236
---------------------------------------------------------------------------------- ----- ----------- -----------
EPRA NIY (B/A) 3.4% 4.4%
---------------------------------------------------------------------------------- ----- ----------- -----------
EPRA 'topped-up' net initial yield (C/A) 3.6% 4.5%
---------------------------------------------------------------------------------- ----- ----------- -----------
(1) Estimated purchasers' costs estimated at 6.7% (31 December 2021: 6.8%).
(2) Gross passing rents and irrecoverable property costs assessed as at the balance sheet date for completed investment properties excluding development property and land.
(3) Adjustment for unexpired lease incentives such as rent-free periods, discounted rent period and step rents. The adjustment includes the annualised cash rent that will apply at the expiry of the lease incentive. Rent-frees expire over a weighted average period of 12 months (31 December 2021: three months).
EPRA NIY represents annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the market value of the property, increased with (estimated) purchasers' costs. It is a comparable measure for portfolio valuations designed to make it easier for investors to judge themselves how the valuation of portfolio X compares with portfolio Y.
EPRA 'topped-up' NIY incorporates an adjustment to the EPRA NIY in respect of the expiration of rent-free periods (or other unexpired lease incentives such as discounted rent periods and step rents).
NIY as stated in the Investment Adviser's report calculates net initial yield on topped-up annualised rents but does not deduct non-recoverable property costs.
Table 5: EPRA vacancy rate
31 December 31 December
2022 2021
GBP'000 GBP'000
------------------------------------------------ ----------- -----------
Annualised ERV of vacant premises (D) 3,094 1,937
Annualised ERV for the investment portfolio (E) 17,181 10,129
------------------------------------------------ ----------- -----------
EPRA vacancy rate (D/E) 18.0% 19.1%
------------------------------------------------ ----------- -----------
EPRA vacancy rate represents ERV of vacant space divided by ERV of the completed investment portfolio, excluding development property and land. It is a pure measure of investment property space that is vacant, based on ERV.
Table 6: Total cost ratio/EPRA cost ratio
Period
from
1 August
Year to 2021 to
31 December 31 December
2022 2021
Notes GBP'000 GBP'000
----------------------------------------------- ----- ----------- -----------
Property operating expenses (excluding service
charge expenses) 4 1,616 -
Service charge expenses 4 3,153 -
Add back: service charge income 3 (2,582) -
Add back: insurance recharged 3 (155) -
----------------------------------------------- ----- ----------- -----------
Net property operating expenses 2,032 -
Administration expenses 4 6,565 834
Deduct: costs associated with move to Main
Market 4 (957) -
----------------------------------------------- ----- ----------- -----------
Total cost including direct vacancy cost
(F) 7,640 834
----------------------------------------------- ----- ----------- -----------
Direct vacancy cost (1,104) -
----------------------------------------------- ----- ----------- -----------
Total cost excluding direct vacancy cost
(G) 6,536 834
----------------------------------------------- ----- ----------- -----------
Rental income(1) 3 12,969 510
----------------------------------------------- ----- ----------- -----------
Gross rental income (H) 3 12,969 510
----------------------------------------------- ----- ----------- -----------
Less direct vacancy cost (1,104) -
----------------------------------------------- ----- ----------- -----------
Net rental income 11,865 510
----------------------------------------------- ----- ----------- -----------
Total cost ratio including direct vacancy
cost (F/H) 58.9% 163.5%
----------------------------------------------- ----- ----------- -----------
Total cost ratio excluding direct vacancy
cost (G/H) 50.4% 163.5%
----------------------------------------------- ----- ----------- -----------
(1) Includes rental income, rental income straight-line adjustment and other income as per note 3.
Period
from
1 August
Year to 2021 to
31 December 31 December
2022 2021
Notes GBP'000 GBP'000
--------------------------------------------- ----- ----------- -----------
Total cost including direct vacancy cost
(F) 7,640 834
Add back: costs associated with move to Main
Market 4 957 -
--------------------------------------------- ----- ----------- -----------
EPRA total cost (I) 8,597 834
Direct vacancy cost (1,104) -
--------------------------------------------- ----- ----------- -----------
EPRA total cost excluding direct vacancy
cost (J) 7,493 834
--------------------------------------------- ----- ----------- -----------
EPRA cost ratio including direct vacancy
cost (I/H) 66.3% 163.5%
--------------------------------------------- ----- ----------- -----------
EPRA cost ratio excluding direct vacancy
cost (J/H) 57.8% 163.5%
--------------------------------------------- ----- ----------- -----------
EPRA cost ratios represent administrative and operating costs (including and excluding costs of direct vacancy) divided by gross rental income. They are a key measure to enable meaningful measurement of the changes in the Group's operating costs.
It is the Group's policy not to capitalise overheads or operating expenses and no such costs were capitalised in the year ended 31 December 2022.
Table 7: Lease data
Year 1 Year 2 Years Year 5+ Total
3-5
------------------------------------ ------- ------- ------- ------- -------
As at 31 December 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------ ------- ------- ------- ------- -------
Passing rent of leases expiring in: 524 -- 6,007 5,892 12,423
------------------------------------ ------- ------- ------- ------- -------
ERV of leases expiring in: 809 - 6,352 6,925 14,086
------------------------------------ ------- ------- ------- ------- -------
Passing rent subject to review in: 1,481 - 10,855 87 12,423
------------------------------------ ------- ------- ------- ------- -------
ERV subject to review in: 1,827 - 12,158 101 14,086
------------------------------------ ------- ------- ------- ------- -------
Year 1 Year 2 Years 3-5 Year 5+ Total
As at 31 December 2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------ ------- ------- --------- ------- -------
Passing rent of leases expiring in: - 2,351 1,603 5,170 9,124
------------------------------------ ------- ------- --------- ------- -------
ERV of leases expiring in: - 3,570 1,884 4,675 10,129
------------------------------------ ------- ------- --------- ------- -------
Passing rent subject to review in: 428 1,753 3,264 3,679 9,124
------------------------------------ ------- ------- --------- ------- -------
ERV subject to review in: 439 2,653 4,081 2,956 10,129
------------------------------------ ------- ------- --------- ------- -------
WAULT to expiry is 6.2 years (31 December 2021: 6.6 years) and to break is 4.7 years (31 December 2021: 4.1 years).
Table 8: Capital expenditure
Period
from
1 August
Year to 2021 to
31 December 31 December
2022 2021
Notes GBP'000 GBP'000
---------------------------------------------- ----- ----------- -----------
Acquisitions(1) 13 213,411 184,052
Development spend(2) 13 9,565 -
Completed investment properties: (3)
No incremental lettable space - like-for-like
portfolio 13 641 -
No incremental lettable space - other - -
Tenant incentives 13 1,279 -
---------------------------------------------- ----- ----------- -----------
Total capital expenditure 224,896 184,052
---------------------------------------------- ----- ----------- -----------
Debt acquired - OTP(4) 17 (33,582)
Conversion from accruals to cash basis (4,259) (2,528)
---------------------------------------------- ----- ----------- -----------
Total capital expenditure on a cash basis 187,055 181,524
---------------------------------------------- ----- ----------- -----------
(1) Acquisitions include GBP131.0 million (31 December 2021: GBP181.5 million) completed investment property and GBP82.4 million (31 December 2021: GBPnil) development property and land.
(2) Expenditure on development property and land. (3) Expenditure on completed investment properties.
(4) On acquisition of OTP in May 2022. GBP33.6 million of debt was acquired. See note 17 for further details.
Table 9: EPRA like-for-like rental income
Period
from
1 August
Year to 2021 to
31 December 31 December
2022 2021
Notes GBP'000 GBP'000
------------------------------------------------ ----- ----------- -----------
EPRA like-for-like rental income - -
Other(1) - -
------------------------------------------------ ----- ----------- -----------
Adjusted like-for-like rental income - -
Development lettings - -
Properties acquired in current and prior period 3 12,969 532
------------------------------------------------ ----- ----------- -----------
Rental income 12,969 532
Service charge income 3 2,582 -
Insurance recharge 3 155 -
------------------------------------------------ ----- ----------- -----------
Revenue 15,706 532
------------------------------------------------ ----- ----------- -----------
(1) Includes back rent and other items.
Table 10: Loan to value ("LTV") and EPRA LTV
Gross debt less cash, short-term deposits and liquid investments, divided by the aggregate value of properties and investments. The Group has also opted to present the EPRA LTV which is defined as net borrowings divided by total property market value.
31 December 31 December
2022 2021
Notes GBP'000 GBP'000
----------------------------------------- ----- ----------- -----------
Interest-bearing loans and borrowings(1) 17 110,833 n/a
Cash 15 (45,606) n/a
----------------------------------------- ----- ----------- -----------
Net borrowings (A) 65,227 n/a
----------------------------------------- ----- ----------- -----------
Investment property at fair value (B) 13 387,550 n/a
----------------------------------------- ----- ----------- -----------
LTV (A/B) 16.8% n/a
----------------------------------------- ----- ----------- -----------
EPRA LTV
31 December 31 December
2022 2021(3)
Notes GBP'000 GBP'000
----------------------------------------- ----- ----------- -----------
Interest-bearing loans and borrowings(1) 17 110,833 n/a
Net payables(2) 8,177 n/a
Cash 15 (45,606) n/a
----------------------------------------- ----- ----------- -----------
Net borrowings (A) 73,404 n/a
----------------------------------------- ----- ----------- -----------
Investment properties at fair value 13 387,550 n/a
----------------------------------------- ----- ----------- -----------
Total property value (B) 387,550 n/a
----------------------------------------- ----- ----------- -----------
EPRA LTV (A/B) 18.9% n/a
----------------------------------------- ----- ----------- -----------
(1) Excludes unamortised loan arrangement fees asset of GBP1.0 million (see note 17).
(2) Net payables includes trade and other receivables, other payables and accrued expenses.
(3) Comparatives figures for 31 December 2021 have been excluded as the Group had no interest-bearing loans and borrowings as at this date.
Table 11: Total accounting return
The movement in EPRA NTA over a period plus dividends paid in the period, expressed as a percentage of the EPRA NTA at the start of the period.
Period
from
1 August
Year ended 2021 to
31 December 31 December
2022 2021
Pence Pence
Notes per share per share
-------------------------------- ----- ----------- -----------
Opening EPRA NTA (A) 22 100.2 -
Movement (B) (10.2) 100.2
Closing EPRA NTA 22 90.0 100.2
Dividend per share (C) 11 1.0 -
-------------------------------- ----- ----------- -----------
Total accounting return (B+C)/A (9.1)% n/a
-------------------------------- ----- ----------- -----------
Table 12: Interest cover
Adjusted operating profit before gains on investment properties, interest and tax, divided by the underlying net interest expense.
Period
from
1 August
Year to 2021 to
31 December 31 December
2022 2021
Notes GBP'000 GBP'000
---------------------------------------- ----- ----------- -----------
Adjusted operating profit/(loss) before 5,329 n/a
gains on investment properties (A)
---------------------------------------- ----- ----------- -----------
Adjusted interest expenses 8 3,782 -
Add back: capitalised finance costs 8 1,796 -
Less: adjusted interest income 7 (1,100) -
---------------------------------------- ----- ----------- -----------
Loan interest (B) 4,478 n/a
---------------------------------------- ----- ----------- -----------
Interest cover (A/B) 119.0% n/a
---------------------------------------- ----- ----------- -----------
Comparative figures for 31 December 2021 have been excluded as the Group had no interest-bearing loans and borrowings at this date.
Table 13: Ongoing charges ratio
Ongoing charges ratio represents the costs of running the REIT as a percentage of NAV as prescribed by the Association of Investment Companies.
Period
from
1 August
Year to 2021 to
31 December 31 December
2022 2021
Notes GBP'000 GBP'000
------------------------------------------ ----- ----------- -----------
Administration expenses 4 6,565 834
Less: cost associated with moving to Main
Market 4 (957) -
------------------------------------------ ----- ----------- -----------
Annualised ongoing charges (A) 5,608 834
------------------------------------------ ----- ----------- -----------
Opening NAV as at start of period 350,580 -
NAV as at 30 June 357,461 -
Closing NAV as at 31 December 319,451 350,580
------------------------------------------ ----- ----------- -----------
Average undiluted NAV during the period
(B) 342,497 350,580
------------------------------------------ ----- ----------- -----------
Ongoing charges ratio (A/B) 1.6% 0.2%
------------------------------------------ ----- ----------- -----------
PROPERTY PORTFOLIO
Property Town Postcode Area (sq
ft)
-------------------------- ---------- --------- ---------
Lumen House Oxford OX11 0SG 17,600
The Merrifield Centre Cambridge CB1 3LQ 12,600
Rolling Stock Yard London N7 9AS 53,900
Cambourne Business Park Cambridge CB23 6DW 231,700
7-11 Herbrand Street London WC1N 1EX 68,600
Oxford Technology Park(1) Oxford OX5 1GN 492,400
-------------------------- ---------- --------- ---------
(1) Full build-out area. Area practically complete as at 31 December 2022 was 104,300 sq ft.
SHAREHOLDER INFORMATION
The Company was incorporated on 27 July 2021. This Annual Report and Financial Statements covers the period from 1 January 2022 to 31 December 2022.
The Company's ordinary shares were admitted to trading on AIM on 19 November 2021 following IPO and the Group's operations therefore commenced on this date. Following the Company's migration to the premium segment of the London Stock Exchange ("LSE"), its shares were cancelled from AIM on 1 December 2022 and admitted to trading on the premium segment of the LSE.
Capital structure
The Company's share capital consists of ordinary shares of GBP0.01 each. At shareholder meetings, members present in person or by proxy have one vote on a show of hands and on a poll have one vote for each ordinary share held. Shareholders are entitled to receive such dividends as the Directors resolve to pay out of the assets attributable to ordinary shares. Holders of ordinary shares are entitled to participate in the assets of the Company attributable to the ordinary shares in a winding up of the Company. The ordinary shares are not redeemable. As at the date of this report, there were 350,000,000 ordinary shares in issue, none of which are held in treasury.
Investment objective
The Company's investment objective is to provide shareholders with an attractive level of total return. The focus will be capital growth whilst also providing a growing level of income by investing primarily in a diversified portfolio of UK properties that are leased or intended to be leased to tenants operating in the life science sector.
Investment policy
The Company seeks to achieve its investment objective by investing in a diversified portfolio of properties across the UK which are typically leased or intended to be leased to tenants operating in, or providing a benefit to, the life science sector ("life science properties"). Life science is the branch of sciences concerned with all processes affecting living organisms. This encompasses servicing and the study of the breadth of life systems, and the structure and behaviour of living things.
Companies operating in the life science sector include, but are not limited to, those involved in the innovation, development and/or production of assets directly or indirectly for human health purposes. These assets include compounds, products and devices derived and designed for application in numerous fields.
The Company does not limit itself in relation to the types of properties it acquires or develops, but examples may include wet and dry laboratories, offices, incubators and co-working space, manufacturing and testing facilities and data centres. The Company retains flexibility to acquire individual buildings, a group of buildings across a single science park or the entirety of a science park.
This may include purchasing or developing buildings that are leased or intended to be leased to tenants providing ancillary services to employees of companies operating in, or providing a benefit to, the life science sector.
The Company typically invests in income-producing assets. The Company focuses on investing where it believes that the underlying property is consistent with the overarching objective of providing shareholders with capital growth whilst also providing a growing level of income. Investment decisions are based on analysis and due diligence, including, but not limited to, location, tenant profile and demand, rental growth prospects, lease terms and/or asset management/enhancement opportunities.
The Company may acquire properties either directly or through corporate structures (whether onshore or offshore) and also through joint venture or other shared ownership or co-investment arrangements. In circumstances where the Company does not hold a controlling interest in the relevant investment, the Company will seek, through contractual and other arrangements to, inter alia, ensure that each investment is operated and managed in a manner that is consistent with the Company's investment policy.
Any asset management or development opportunities that the Company pursues are conducted in such a way as to minimise any development risk, typically through the use of forward funding or similar arrangements. Asset management opportunities may include, but are not limited to, refurbishing or extending existing assets or where the Company may seek to maximise or change alternative use values of existing operational assets. The Company may from time to time invest in development opportunities without a forward-funding arrangement including pre -- developed land or land where planning permission may be required, subject to a restriction that maximum exposure to these developments will not exceed 15% of gross asset value.
It is anticipated that properties will be held for the long term. However, the Company may undertake opportunistic disposals of properties considered to be in the best interests of shareholders.
The Company invests in and actively manages its assets with the objective of reducing and diversifying risk and, in doing so, maintains the following investment restrictions:
-- no individual building will represent more than 35% of gross asset value, reducing to 25% of gross asset value by 31 December 2023;
-- the Company targets a portfolio with no one tenant accounting for more than 20% (but subject to a maximum of 30%) of the higher of either (i) gross contracted rents or (ii) the valuer's ERV of the Company's portfolio including developments under forward-funding agreements, as calculated at the time of investing or leasing;
-- the aggregate maximum exposure to assets under development, including forward fundings, will not exceed 50% of gross asset value, reducing to 30% of gross asset value by 31 December 2023. Within this limit, the maximum exposure to developments, as measured by the expected gross development cost, which are not under forward -- funded arrangements, will not exceed 15% of gross asset value at the commencement of the relevant development; and
-- no more than 10% of gross asset value will be invested in properties that are not life science properties.
-- In addition, the Company will not invest more than 10% of gross asset value in other alternative investment funds or closed-ended investment companies.
Compliance with the above restrictions is calculated immediately following investment and non-compliance resulting from changes in the price or value of assets following investment is not considered as a breach of the investment restriction.
The Company defines: (i) "gross asset value" as "the value of the assets of the Company and its subsidiaries from time to time, determined in accordance with the accounting policies adopted by the Company"; (ii) "gross contracted rents" as "the total rent receivable on a property plus rent contracted from expiry of rent-free periods and uplifts agreed under the leases contracted on the Company's portfolio of properties"; and (iii) "ERV" as "the estimated annual open market rental value of lettable space".
Gearing
The level of gearing is on a prudent basis for the asset class, and seeks to achieve a low cost of funds, whilst maintaining flexibility in the underlying security requirements and the structure of the Company. It is envisaged that a gross loan to value ("LTV") ratio of between 30% and 40% would be the optimal capital structure for the Company over the longer term. However, in order to finance value-enhancing opportunities, the Company may temporarily incur additional gearing, subject to a maximum LTV ratio of 55% at the time of an arrangement.
Debt is secured at asset level and potentially at Company or special purpose vehicle level, depending on the optimal structure for the Company and having consideration to key metrics including lender diversity, debt type and maturity profiles.
Use of derivatives
The Company may utilise derivatives for efficient portfolio management only. In particular, the Company may engage in full or partial interest rate hedging or otherwise seek to mitigate the risk of interest rate increases on borrowings incurred in accordance with the gearing limits as part of the Company's portfolio management.
Cash management policy
The Company may hold cash on deposit and may invest in cash equivalent investments, which may include short-term investments in money market type funds ("cash and cash equivalents").
There is no restriction on the amount of cash and cash equivalents that the Company may hold and there may be times when it is appropriate for the Company to have a significant cash and cash equivalents position.
REIT status
The Company intends to continue conducting its affairs so as to enable it to remain qualified as the principal company of a REIT group for the purpose of Part 12 of the Corporation Tax Act 2010 (and the regulations made thereunder).
Changes to, and breach of, the investment policy
Any material change to the Company's investment policy set out above will require the prior approval of shareholders by way of an ordinary resolution at a general meeting.
In the event of a breach of the investment guidelines and the investment restrictions set out above, the AIFM shall inform the Board upon becoming aware of the same and if the Board considers the breach to be material, notification will be made to a Regulatory Information Service.
Share dealing and share prices
Shares can be traded through your usual stockbroker. The Company's shares are admitted to trading on the LSE.
Share register enquiries
The register for the ordinary shares is maintained by Link Group. In the event of queries regarding your holding, please contact the Registrar on 0371 664 0300. You can also email enquiries@linkgroup.co.uk. Changes of address and mandate details can be made over the telephone, but all other changes to the register must be notified in writing to the Registrar: Link Group, Shareholder Services, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL.
Electronic communications from the Company
Shareholders have the opportunity to be notified by email when the Company's Annual Report, Half-yearly Report and other formal communications are available on the Company's website, instead of receiving printed copies by post. This has environmental benefits in the reduction of paper, printing, energy and water usage, as well as reducing costs to the Company. If you have not already elected to receive electronic communications from the Company and wish to do so, please contact the Registrar using the details shown on the inner back cover of the Annual Report. Please have your investor code to hand.
Share capital and net asset value information
Ordinary 1p shares 350,000,000 SEDOL Number BP5X4Q2 ISIN GB00BP5X4Q29 ------------------- ------------
Sources of further information
Copies of the Company's Annual and Half-yearly Reports are available from the Company Secretary, who can be contacted at LABS_CoSec@Linkgroup.co.uk and, together with stock exchange announcements and further information on the Company, are also available on the Company's website, www.lifesciencereit.co.uk.
Association of Investment Companies
The Company is a member of the AIC.
Financial calendar
27 March 2023
Announcement of final results
15 May 2023
Proposed payment of second interim 2022 dividend
25 May 2023
Annual General Meeting
30 June 2023
Half-year end
September 2023
Announcement of half-yearly results
31 December 2023
Year end
GLOSSARY
Adjusted earnings per share ("Adjusted EPS")
EPRA EPS adjusted to exclude one-off costs, divided by the weighted average number of shares in issue during the period
Admission
The admission of Life Science REIT plc onto the AIM of the London Stock Exchange on 19 November 2021
AGM
Annual General Meeting
AIC
The Association of Investment Companies
AIFM
Alternative Investment Fund Manager
AIM
A market operated by the London Stock Exchange
BREEAM
Building research establishment environmental assessment method
Company
Life Science REIT plc
Contracted rent
Gross annual rental income currently receivable on a property plus rent contracted from expiry of rent-free periods and uplifts agreed at the balance sheet date less any ground rents payable under head leases
Development property and land
Whole or a material part of an estate identified as having potential for development. Such assets are classified as development property and land until development is completed and they have the potential to be fully income generating
EPC
Energy performance certificate
EPRA
The European Public Real Estate Association, the industry body for European REITs
EPRA cost ratio
The sum of property expenses and administration expenses as a percentage of gross rental income calculated both including and excluding direct vacancy cost
EPRA earnings
IFRS profit after tax excluding movements relating to changes in fair value of investment properties, gains/losses on property disposals, changes in fair value of financial instruments and the related tax effects
EPRA earnings per share ("EPRA EPS")
A measure of EPS on EPRA earnings designed to present underlying earnings from core operating activities based on the weighted average number of shares in issue during the period
EPRA guidelines
The EPRA Best Practices Recommendations Guidelines October 2019
EPRA like-for-like rental income
The increase/decrease in rental income on properties owned throughout the current and previous year under review. This growth rate includes revenue recognition and lease accounting adjustments but excludes development property and land in either year and properties acquired or disposed of in either year
EPRA NAV / EPRA NDV / EPRA NRV / EPRA NTA per share
The EPRA net asset value measures figures divided by the number of shares outstanding at the balance sheet date
EPRA net asset value ("EPRA NAV")
The value of net assets, adjusted to include properties and other investment interests at fair value and to exclude items not expected to be realised in a long-term property business, such as the fair value of any financial derivatives and deferred taxes on property valuation surpluses
EPRA net disposal value ("EPRA NDV")
The net asset value measure detailing the full extent of liabilities and resulting shareholder value if company assets are sold and/or if liabilities are not held until maturity. Deferred tax and financial instruments are calculated as to the full extent of their value or liability, net of any resulting tax
EPRA net initial yield ("EPRA NIY")
The annualised passing rent generated by the portfolio, less estimated non-recoverable property operating expenses, expressed as a percentage of the portfolio valuation (adding notional purchasers' costs), excluding development property and land
EPRA net reinstatement value ("EPRA NRV")
The net asset value measure to highlight the value of net assets on a long-term basis and reflect what would be needed to recreate the Company through the investment markets based on its current capital and financing structure. Assets and liabilities that are not expected to crystallise in normal circumstances, such as the fair value movements on financial derivatives and deferred taxes on property valuation surpluses, are excluded. Costs such as real estate transfer taxes are included
EPRA net tangible assets ("EPRA NTA")
The net asset value measure assuming entities buy and sell assets, thereby crystallising certain levels of deferred tax liability. Adjustments are also made for the fair value of certain financial derivatives
EPRA 'topped-up' net initial yield
The annualised passing rent generated by the portfolio, topped up for contracted uplifts, less estimated non -- recoverable property operating expenses, expressed as a percentage of the portfolio valuation (adding notional purchasers' costs), excluding development property and land
EPRA sBPR
European public real estate association sustainable best practice recommendations
EPRA vacancy rate
Total open market rental value of vacant units divided by total open market rental value of the portfolio excluding development property and land
EPS
Earnings per share
Equivalent yield
The weighted average rental income return expressed as a percentage of the investment property valuation, plus purchasers' costs, excluding development property and land
ERV
The estimated annual open market rental value of lettable space as assessed by the external valuer
EU Taxonomy
A classification system that aims to provide a clear definition of what should be considered as 'sustainable' economic activity
FCA
Financial Conduct Authority
Fitwell
A real estate certification that measures a building against seven health impact categories
GAV
Gross asset value
GHG
Greenhouse gas
GRESB
Global real estate sustainability benchmark
Group
Life Science REIT plc and its subsidiaries
IASB
International Accounting Standards Board
IFRS
International Financial Reporting Standards
IFRS earnings per share ("EPS")
IFRS earnings after tax for the year divided by the weighted average number of shares in issue during the period
IFRS NAV per share
IFRS net asset value divided by the number of shares outstanding at the balance sheet date
Interest cover
Adjusted operating profit before gains on investment properties, interest and tax divided by the underlying net interest expense
Investment portfolio
Completed buildings excluding development property and land
IPO
Initial public offering
Like-for-like rental income movement
The increase/decrease in contracted rent of properties owned throughout the period under review, expressed as a percentage of the contracted rent at the start of the period, excluding development property and land and units undergoing refurbishment
Like-for-like valuation movement
The increase/decrease in the valuation of properties owned throughout the period under review, expressed as a percentage of the valuation at the start of the period, net of capital expenditure
Loan to value ratio ("LTV")
Gross debt less cash, short-term deposits and liquid investments, divided by the aggregate value of properties and investments
Main Market
The premium segment of the London Stock Exchange's Main Market
MEES legislation
Minimum energy efficiency standards legislation
NAV
Net asset value
Net initial yield ("NIY")
Contracted rent at the balance sheet date, expressed as a percentage of the investment property valuation, plus purchasers' costs, excluding development property and land
Net rental income
Gross annual rental income receivable after deduction of ground rents and other net property outgoings including void costs and net service charge expenses
Net reversionary yield ("NRY")
The anticipated yield to which the net initial yield will rise (or fall) once the rent reaches the ERV
Occupancy
Total open market rental value of the units leased divided by total open market rental value excluding development property and land, equivalent to one minus the EPRA vacancy rate
Ongoing charges ratio
Ongoing charges ratio represents the costs of running the Group as a percentage of IFRS NAV as prescribed by the Association of Investment Companies
Passing rent
Gross annual rental income currently receivable on a property as at the balance sheet date less any ground rents payable under head leases
Property income distribution ("PID")
Profits distributed to shareholders which are subject to tax in the hands of the shareholders as property income. PIDs are usually paid net of withholding tax (except for certain types of tax-exempt shareholders). REITs also pay out normal dividends called non-PIDs
RCF
Revolving credit facility
Real Estate Investment Trust ("REIT")
A listed property company which qualifies for, and has elected into, a tax regime which is exempt from corporation tax on profits from property rental income and UK capital gains on the sale of investment properties
Scope 1 and 2 emissions
GHGs released directly and indirectly from the group e.g. company offices, company vehicles and energy purchased by the group
Scope 3 emissions
All other GHGs released indirectly by the group, upstream and downstream of the group's business
SECR
Streamlined energy and carbon reporting
SFDR
Sustainable finance disclosure regulations
SONIA
Sterling Overnight Index Average
Task Force on Climate-related Financial Disclosures ("TCFD")
An organisation established with the goal of developing a set of voluntary climate-related financial risk disclosures to be adopted by companies to inform investors and the public about the risks they face relating to climate change
Total accounting return
The movement in EPRA NTA over a period plus dividends paid in the period, expressed as a percentage of the EPRA NTA at the start of the period
Total cost ratio
EPRA cost ratio excluding one-off costs calculated both including and excluding vacant property costs
UK AIFM Regime
The Alternative Investment Fund Managers Regulations 2013 (as amended by The Alternative Investment Fund Managers (Amendment etc.) (EU Exit) Regulations 2019) and the Investment Funds Sourcebook forming part of the FCA Handbook
Weighted average unexpired lease term ("WAULT")
Average unexpired lease term to first break or expiry weighted by contracted rent across the portfolio, excluding development property and land
ENDS
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END
ACSUSUUROAUOUUR
(END) Dow Jones Newswires
March 27, 2023 02:00 ET (06:00 GMT)
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