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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Rdi Reit P.l.c. | LSE:RDI | London | Ordinary Share | IM00BH3JLY32 | ORD 40P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 121.20 | 121.20 | 121.40 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMRDI
RNS Number : 1076F
RDI REIT PLC
25 October 2018
RDI REIT P.L.C.
("RDI" or the "Company" or the "Group")
(formerly; Redefine International P.L.C.)
(Registration number 010534V)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00B8BV8G91
LEI: 2138006NHZUMMRYQ1745
PRELIMINARY RESULTS FOR THE YEARED 31 AUGUST 2018
delivering on strategic targets
RDI, the income focused UK-REIT, which has a primary listing on the London Stock Exchange and a secondary listing on the Johannesburg Stock Exchange, today announces its results for the year ended 31 August 2018.
Hot Features
Premium
Financial highlights Year ended
Year ended 31 August
31 August 2018 2017 Change
------------------------------- ---------------- ----------- ---------
Income statement
Underlying earnings (GBPm) 53.5 49.8 +7.4%
Underlying earnings per share
(p) 2.84 2.75 +3.3%
Dividend per share (p) 2.70 2.60 +3.8%
Balance sheet
EPRA NAV per share (p) 42.8 41.4 +3.4%
Portfolio valuation (incl. JV
share) (GBPm) 1,620.4 1,538.7 +0.1%(1)
Loan-to-value (%) 46.2 50.0(2) -380bps
------------------------------- ---------------- ----------- ---------
(1) Like-for-like valuation growth; +0.6% local currency like-for-like valuation growth
(2) Pro forma LTV adjusted from 51.3%, reflecting transactions completed between 31 August 2017 and 26 October 2017
The table above includes non-IFRS performance measures
Positive trend in key metrics
-- Underlying earnings per share of 2.84 pence, an increase of 3.3% -- Net rental income increased 2.1% on a like-for-like basis -- EPRA cost ratio (excluding direct vacancy costs) improved to 15.6% (31 August 2017: 17.2%) -- Total dividend of 2.70 pence per share, an increase of 3.8%, fully covered
Portfolio quality enhanced through significant recycling activity
-- Disposal proceeds totalling GBP255.7 million at an average premium of 8.9% to book value
-- Increased stake in GBP104.4 million IHL hotel portfolio to 74.1% (31 August 2017: 17.2%) at an implied net initial yield of 6.9% and yield on equity of over 10%
-- Acquisition of an 80% interest in the GBP161.7 million London Serviced Office ("LSO") portfolio at an implied net initial yield of over 6% and yield on equity of over 9%
-- Increased exposure to the distribution and industrial sector post period end with a GBP26.3 million acquisition of Southwood Business Park, Farnborough and a GBP26.0 million forward funding of Link 9 at Bicester
Further progress in strengthening the balance sheet
-- EPRA NAV per share increased 3.4% to 42.8 pence
-- Portfolio valuation increased by 0.6% in local currency terms despite challenging market conditions
-- The IHL and LSO portfolio acquisitions increased by 14.0% and 1.0% above the acquisition values, respectively
-- LTV reduced by 380bps to 46.2% (31 August 2017 pro-forma: 50.0%) -- Total annualised accounting return (growth in NAV plus dividends paid) of 9.8%
Income-led active asset management reflected in solid operational metrics
-- EPRA occupancy remains high at 97.1% (31 August 2017: 97.7%)
-- Long WAULT of 7.0 years to first break and 8.4 years to lease expiry (excludes hotels managed by RBH and the newly acquired London serviced office portfolio)
-- London serviced offices trading in line with expectations; occupancy remains high at 92.2%, EBITDA per sqft increased by 0.3% since acquisition and EBITDA conversion remained at 63.4%
-- Primark took occupation of the 7,000 sqm (75,000 sqft) unit in Ingolstadt and commenced trading in August 2018
Gavin Tipper, Chairman, commented:
"Today's results are further evidence of the steps the business is taking in its aim to become the UK's leading income focused REIT. The team continues to deliver against our medium term targets and has made significant progress in all aspects of the business over the last year. This constitutes a particularly strong set of results given the structural changes in the property sector and uncertain economic and political backdrop. We look to the future with confidence."
Mike Watters, Chief Executive, commented:
"I am very pleased with the progress against our strategic priorities contained in these results. We continue to deliver one of the highest yields on net asset value in the sector, with our performance underpinned by a strong balance sheet and a significantly improved portfolio.
"The investments we have made over the last three years have improved the quality of our income and the defensive nature of our portfolio, positioning us well for the future. The structural changes in occupier demand that are placing a far higher emphasis on operational platforms and services have been addressed. This is an area we have already made great strides in through our latest major acquisitions of limited service hotels and our expansion into London serviced offices. Security of our operational income is supported by our best in class strategic partnerships with RBH and Office Space in Town.
"The year ahead will no doubt bring its own set of challenges. With this in mind, we are placing more emphasis on maintaining liquidity and lower leverage in order to enable us to continue delivering long term sustainable and growing income for our shareholders."
Results presentation, webcast and conference call
A meeting for analysts and investors will take place on Thursday 25 October 2018 at 9.00 a.m. (UK time) at FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD. There will be a presentation and a live webcast at 9.00 a.m. (UK time), 10.00 a.m. (SA time) on Thursday 25 October 2018, which can be accessed via the homepage of the Company's website: www.rdireit.com.
Conference call dial-in numbers and access code
Participant Access Code: 642876
United Kingdom Toll Free: 0800 640 6441
United Kingdom (Local): 020 3936 2999
South Africa Toll Free: 080 017 2952
South Africa (Local): 087 550 8441
All other locations: +44 20 3936 2999
For further information, please contact:
RDI REIT P.L.C.
Mike Watters, Stephen Oakenfull, Tel: +44 (0) 20 7811
Janine Ackermann 0100
FTI Consulting
UK Public Relations Adviser
Dido Laurimore, Claire Turvey, Tel: +44 (0) 20 3727
Ellie Sweeney 1000
rdireit@fticonsulting.com
Instinctif Partners
SA Public Relations Adviser
Frederic Cornet Tel: +27 (0) 11 447 3030
JSE Sponsor
Java Capital Tel: +27 (0) 11 722 3050
Disclaimer
This release includes statements that are forward looking in nature. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of RDI REIT P.L.C. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Any information contained in this release on the price at which shares or other securities in RDI REIT P.L.C. have been bought or sold in the past, or on the yield on such shares or other securities, should not be relied upon as a guide to future performance.
STRATEGIC REPORT
Chief Executive's report
I am pleased to report on a period of continued progress against our strategic objectives. Despite macro-economic and political uncertainty, underlying occupational and investment markets have proven resilient for the majority of the sectors in which we are invested.
The RDI portfolio has been enhanced through the recycling of capital from mature and ex-growth assets into locations and assets benefitting from stronger occupier demand and rental growth prospects. Acquisition and disposal activity over the period totalled GBP519.7 million resulting in a lower net debt position and loan to value ratio. Underlying earnings and dividends are in line with medium term guidance, a pleasing result given the level of capital recycling and the resulting reduction in balance sheet gearing.
Results and dividend
Underlying earnings increased by 7.4 per cent to GBP53.5 million (31 August 2017: GBP49.8 million). Underlying earnings per share increased by 3.3 per cent to 2.84 pence per share (31 August 2017: 2.75 pence per share), in line with our medium term growth target of 3.0 to 5.0 per cent per annum.
EPRA NAV increased by 3.4 per cent to 42.8 pence per share (31 August 2017: 41.4 pence per share) supported by disposal proceeds of GBP255.8 million at an average 8.9 per cent premium to book value. Despite the continued fall in UK Shopping Centre values, the like-for-like portfolio value increased 0.1 per cent, testament to the strong valuation performance delivered elsewhere. The acquisition of the IHL and London serviced office ("LSO") portfolios in the first half of the year are excluded from the like-for-like valuation movements but increased in value by 14.0 per cent and 1.0 per cent respectively relative to their purchase prices.
The Board has declared a second interim dividend of 1.35 pence per share taking the full year dividend to 2.70 pence per share, a 3.8 per cent increase on the same period last year. The dividend reflects a pay-out ratio of 95.1 per cent of underlying earnings for the full year, in line with our objective of distributing superior income returns fully covered by underlying earnings and aligned with operating cash flow. The total accounting return for the year was 9.8 per cent.
Strategic priorities
Our strategic priorities remain unchanged with a focus on delivering sustainable and growing income returns for our shareholders. To support this we have invested in assets which can deliver long term sustainable and growing rental income streams, strengthened the balance sheet and aligned our dividend with underlying earnings and operating cash flow.
Enhancing our income focused portfolio
It has been an exceptionally active year with a number of major transactions being concluded which has enhanced the overall quality of the portfolio. The Leopard portfolio of German supermarkets was sold in December 2017 for EUR205 million, EUR20 million above the combined 31 August 2017 market value. Two significant acquisitions were also concluded during the period totalling GBP266.1 million.
Our investment in IHL was increased from 17.2 per cent to 74.1 per cent with IHL subsequently being de-listed and fully integrated into our hotel portfolio. The IHL portfolio was valued at GBP104.4 million immediately prior to acquisition.
The acquisition of an 80 per cent interest in the GBP161.7 million LSO portfolio in January 2018 provides us with exposure to a sector benefitting from positive structural change as occupiers move towards more flexible lease structures, higher quality services and an office environment which helps employers to attract and retain talent.
Exposure to the industrial and distribution sectors was increased post period end through a GBP26.0 million forward funding of a development of two distribution units in Bicester and the acquisition of an industrial estate in Farnborough for GBP26.3 million, at a net initial yield of 6.2 per cent.
The retail sector suffered several retailer failures and restructurings with retailers' business models and physical store portfolios continuing to adjust to changes in consumer behaviour and spending patterns. Whilst capital values across our UK Shopping Centre portfolio are down, this was largely attributable to increased investment yields as we maintained occupancy and income through active management. Occupancy in the UK Shopping Centre portfolio remained high at 96.4 per cent (31 August 2017: 96.7 per cent) whilst like-for-like net rental income was broadly flat over the period. Our retail park portfolio, although not immune to the challenges in the retail sector, increased in value by 1.6 per cent largely the result of asset management initiatives.
Efficient capital structure
Following a period of net disposals, our cash position was circa GBP59.0 million at year end. Net debt has been reduced to GBP748.4 million (31 August 2017: GBP788.8 million) resulting in a reduction in our LTV ratio to 46.2 per cent (31 August 2017: 50.0 per cent). Following two post year end acquisitions, LTV has increased to 47.3 per cent on a pro forma basis, which is still 270bps lower than the prior year. Despite the increase in available cash balances, we remain disciplined in assessing reinvestment opportunities both in terms of pricing and asset quality.
The weighted average cost of debt increased to 3.4 per cent (31 August 2017: 3.1 per cent) driven largely by a net increase in the average cost of debt associated with acquisitions and disposals. Interest cover improved to 3.5 times (31 August 2017: 3.2 times) as a result of lower leverage which, combined with an average debt maturity of 6.7 years and covenant headroom, ensures strong operating cash flow cover and limited refinancing risk.
Financial discipline
In addition to the reduction in leverage, further progress against key financial metrics has been delivered. The full year dividend is covered by underlying earnings with a payout ratio of 95.1 per cent. While the payout ratio is at the upper end of our target range of 90 per cent to 95 per cent, net disposals during the period resulted in a higher cash balance and lower LTV. The EPRA cost ratio, a measure of the Group's administrative and operating costs relative to rental income, decreased to 15.6 per cent (31 August 2017: 19.8 per cent) enhancing the conversion of gross rental income to shareholder dividends.
Appointment of new Chairman
I would like to take the opportunity to thank Greg Clarke for his leadership of the Board over the past seven years, having overseen the Company's growth and transformation into a leading income focused UK-REIT. He was an outstanding Chairman and steered the Company forward in a strong yet balanced manner, ensuring that the highest corporate governance and ethical standards were met at all times, whilst providing support for our entrepreneurial culture in assessing business opportunities.
I'm pleased to welcome Gavin Tipper as our new Chairman. Following a comprehensive search process including both internal and external candidates, the Board selected Gavin as the strongest candidate. Gavin has been an independent Non-executive Director of RDI since August 2011 and brings significant experience and expertise to the role, whilst also benefiting from a thorough understanding of the Company's strategic direction and dual-listed shareholder base.
Appointment of KPMG UK as auditor
KPMG Ireland have acted as the Company's auditor since 2010. With the scheduled rotation of the audit partner due at the end of this year, the Board took the opportunity to retender the audit. Three firms were invited to tender and after a rigorous process, and a recommendation from the Audit and Risk Committee, the Board appointed the UK firm of KPMG to act as the Company's auditor for the financial year ending 31 August 2019. The appointment of KPMG UK will be subject to the approval of shareholders at the AGM to be held in January 2019. Our sincere thanks and gratitude are extended to Niamh Marshall and her team at KPMG Ireland.
Growing our business sustainably
We are committed to measuring and improving our environmental, social and governance performance. We participate annually in the Global Real Estate Sustainability Benchmark ("GRESB") Real Estate assessment and have increased in our GRESB score for the third consecutive year. In our Annual Report we report on sustainability performance using the latest EPRA Sustainability Best Practices Recommendations ("sBPR") and we are proud to have received our first EPRA Best Practice sBPR award for our 2017 report.
Outlook
We are witnessing a polarisation in investment demand and widening in pricing between prime and secondary assets, with investors taking an increasingly narrow view of the definition of prime real estate. The same trend has been marked in the pricing of assets and sectors benefiting from positive structural change in occupier demand compared to those experiencing challenges from many of the same structural trends. The strength of the industrial and distribution market compared to weakness in the retail sector is the most obvious example and is clearly evident in the divergent performance within our own portfolio. We have responded to these changes by increasing our exposure to stronger demographics and focusing on areas of growth in occupier demand such as London serviced offices, distribution and multi-let industrials while retail, and more specifically UK shopping centres, now form a smaller part of the overall portfolio. This is a trend we will look to continue, subject to market conditions, over the short to medium term.
Given the level of uncertainty around the UK's exit from the EU, the outlook for interest rates and the change in occupier requirements, we are prepared to be patient with the reinvestment of recent disposal proceeds and will retain a disciplined acquisition strategy. In the current environment, we believe the benefit of maintaining reasonable levels of liquidity and lower leverage outweighs the risk to earnings growth in the short term. However, we remain active in looking for value enhancing opportunities to support our commitment to delivering our medium-term earnings targets.
Longer term, our investment strategy will take account of the pace at which real estate is changing with increasing requirements from occupiers for flexibility and service. Technology, demographics and transport infrastructure are all impacting future real estate strategies and the ability of assets to deliver long term sustainable income returns. The changing nature of real estate and occupier demand is placing a far higher emphasis on operational platforms and services. We believe RDI has a unique market position to capitalise on this trend, with our leading operational partners in RBH and Office Space in Town.
Mike Watters
Chief Executive Officer
25 October 2018
STRATEGIC REPORT
Operating review
Portfolio overview
The portfolio has strong income characteristics with clear visibility of the medium term income profile and growth opportunities.
Key portfolio characteristics include:
-- a weighted average lease length, excluding serviced space, of 7.0 years to the first potential lease break and 8.4 years to expiry;
-- 27.0 per cent of gross rental income subject to inflation-linked or fixed increases;
-- rental growth potential with a reversionary yield of 6.3 per cent, 70 bps higher than the current portfolio net initial yield;
-- high and stable occupancy demonstrating robust occupier demand;
-- RBH managed hotels and London serviced offices account for 31.1 per cent of the portfolio by annualised gross rental income; delivering robust income supported by strong occupier demand; and
-- over 500 tenants with no single tenant accounting for more than 3.2 per cent of gross rental income.
Annualised
gross EPRA EPRA
Market rental EPRA topped Reversionary occupancy
Portfolio summary value income ERV NIY up yield yield WAULT by ERV Indexed
31 August 2018 GBPm GBPm(1) GBPm % % % yrs(2) %(2) %
-------------------- -------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
UK Commercial 515.9 29.7 31.5 5.1 5.2 5.6 5.3 98.1 16.0
UK Retail 481.0 38.7 38.1 6.4 6.8 7.3 7.8 95.9 20.6
UK Hotels 364.9 26.0 26.0 5.9 5.9 6.4 18.2 100.0 9.3
-------------------- -------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
Total UK 1,361.8 94.4 95.6 5.8 6.0 6.4 7.5 96.8 16.0
Europe 258.6 15.2 15.2 4.4 4.9 5.5 5.0 98.0 95.1
-------------------- -------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
Total 1,620.4 109.6 110.8 5.6 5.8 6.3 7.0 97.1 27.0
-------------------- -------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
Controlled assets 1,595.0 107.8 109.0 5.6 5.8 6.3 7.0 97.0 26.6
Held in joint
ventures
(proportionate
share) 25.4 1.8 1.8 6.4 6.4 6.7 5.5 100.0 52.9
-------------------- -------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
(1) Gross annualised rent for the London serviced office portfolio included as EBITDA net of management fees and FF&E.
(2) Excluding the RBH managed hotels and London serviced office portfolios. Relevant operational metrics disclosed separately.
Portfolio positioning by business plan
Each asset in the portfolio has an income led business plan and is viewed in terms of its ability to deliver sustainable income returns and/or growth. Approximately 79 per cent of the current portfolio is classified as either "Core income" or "Growth income". Core income assets typically exhibit long lease lengths, high cash on cash returns and are predominantly multi-let, often with some form of indexation. Growth income assets constitute approximately 37 per cent of the current portfolio. These assets are typically lower yielding but with higher intrinsic growth prospects.
18 per cent of the portfolio comprises properties which have shorter term, more intensive asset management plans underway. These opportunities are typically income-led with a significant percentage of pre-let income being secured before development commences. The Company's ability to create marginal revenue and enhance the quality of assets is fundamental to its overall strategy.
Where RDI has maximised the potential of individual assets or where the market is prepared to pay a higher price than its view of the assets' intrinsic value, the Company will look to sell and recycle that capital into new opportunities. Approximately 3 per cent of the portfolio is currently considered mature with a number of those assets being considered for sale.
Annualised Annualised
Portfolio by gross gross EPRA EPRA
business rental rental EPRA topped Reversionary occupancy
plan income income ERV NIY up yield yield WAULT by ERV Indexed
31 August 2018 % GBPm(1) GBPm % % % yrs(2) %(2) %
----------------- ----------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
Core income 42 45.7 44.9 5.9 6.1 6.7 7.5 97.3 53.9
Growth income 37 40.8 42.2 5.7 5.7 6.2 4.2 100.0 0.7
Asset management 18 19.5 20.0 4.7 5.3 5.5 6.9 95.8 19.1
Mature 3 3.6 3.7 5.5 6.5 6.9 5.4 94.4 27.4
----------------- ----------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
Total 100 109.6 110.8 5.6 5.8 6.3 7.0 97.1 27.0
----------------- ----------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
(1) Gross annualised rent for the London serviced office portfolio included as EBITDA net of management fees and FF&E.
(2) Excluding the RBH managed hotels and London serviced office portfolios. Relevant operational metrics disclosed separately.
Valuation overview
The like-for-like portfolio value increased by GBP1.2 million or 0.1 per cent net of capital expenditure. On a local currency basis, like-for-like valuations increased by 0.6 per cent. The change in value was driven by a 2.1 per cent increase in like-for-like annualised net rental income, partly offset by a 10 bps outward shift in net initial yields. The overall portfolio currently reflects a 5.8 per cent EPRA topped up net initial yield and a 6.3 per cent reversionary yield.
The UK Commercial portfolio delivered the strongest growth increasing GBP23.1 million or 7.5 per cent, largely as a result of the strength of the industrial and distribution portfolio which increased 17.7 per cent or GBP20.2 million, and London offices which were up 1.8 per cent or GBP1.7 million. UK Hotels and Europe (in local currency) increased 2.1 and 2.2 per cent respectively, a steady performance. Performance in the UK Retail portfolio was mixed. UK shopping centres declined by GBP29.0 million or 9.2 per cent despite occupancy being maintained at 96.4 per cent and net income remaining in line with the prior year. UK retail parks increased by GBP2.9 million or 1.6 per cent supported by the completion of asset management initiatives.
Leasing activity
It has been an active period with 176 leasing events being concluded providing total rent of GBP19.4 million, an 8.2 per cent (GBP1.5 million) increase above the previous passing rent and a 3.5 per cent (GBP0.7 million) increase on ERV. Pro active asset management ensured that the portfolio occupancy remained high and stable at 97.1 per cent (31 August 2017: 97.7 per cent).
Previous
Number of Lettable Contracted passing
Lease events lease area rent rent ERV
31 August 2018 events sqft GBPm % %
------------------------ ---------- ---------- ----------- --------- -----
UK Commercial 12 196,094 3.3 +12.1 -0.5
UK Retail 78 925,127 13.2 +5.7 +4.3
Europe 86 148,878 2.9 +15.7 +4.3
------------------------ ---------- ---------- ----------- --------- -----
Total 176 1,270,099 19.4 +8.2 +3.5
------------------------ ---------- ---------- ----------- --------- -----
Developments completed 3 75,264 1.7
------------------------ ---------- ---------- ----------- --------- -----
-- 73 rent reviews were completed in the period resulting in total rent of GBP14.0 million, a 9.0 per cent (GBP1.2 million) increase above the previous passing rent and 8.7 per cent (GBP1.2 million) ahead of ERV. The largest rent reviews included a fixed rental uplift on the Tesco lease at Weston Favell, Northampton; up 11.8 per cent or GBP0.4 million on the previous passing rent and the open market rent review of the UK Power Network lease at Newington House, Southwark; up 46.5 per cent or GBP0.4 million on the previous passing rent.
-- 103 leases were either re-let or renewed on break or expiry accounting for a total rent of GBP5.4 million, 8.1 per cent (GBP0.5 million) below ERV. The underperformance against ERV was as a result of two leases at Grand Arcade, Wigan. Excluding these two lease renewals and new leases were in line with ERV.
In addition to the leasing activity above, completed developments contributed a further uplift of GBP1.7 million in gross annualised rent. These included Primark in Ingolstadt which commenced trading in August 2018 and TK Maxx in Derby which commenced trading in February 2018.
Overall, recent retailer administrations and CVAs resulted in a loss of GBP0.8 million in gross annualised rent, however, encouraging progress has been made in the re-letting of the remaining vacant units. Further detail is provided in the UK Retail section.
Acquisitions
The first half of the year included the acquisition of both the IHL hotel portfolio and the LSO portfolio. These acquisitions have increased our exposure to London and the South East, and represent sectors and operating platforms which provide yield premiums from high quality real estate. Both of these acquisitions were successfully integrated into the portfolio during the second half of the year. This capital allocation has created a stronger alignment of the portfolio to sectors supported by strong occupier demand and positive structural change.
Post the year end exposure to the industrial and distribution sector was increased through a GBP26.0 million forward funding of a development of two modern distribution units in Bicester and the acquisition of a multi-let industrial estate in Farnborough for GBP26.3 million, at a net initial yield of 6.2 per cent.
Expected
Market Net rental Implied yield
value at income at NIY on on
Completion Ownership acquisition(1) acquisition(2) acquisition equity
Acquisitions date % GBPm GBPm % %
------------------- ------------ ---------- ---------------- ---------------- ------------- ---------
November
IHL portfolio 2017 74.1 104.4 7.7 6.9 >10.0
Canbury Business December
Park, Kingston 2017 100.0 18.8 1.2 5.8 n/a(3)
London Serviced January
Office portfolio 2018 80.0 161.7 10.3 >6.0 >9.0
Total 284.9 19.2 >6.3 >9.0
--------------------------------- ---------- ---------------- ---------------- ------------- ---------
(1) Value of IHL reflects agreed acquisition pricing. Valuation details relevant to the date the Group acquired control of IHL, are set out in Note 9.
(2) Net rental income at acquisition for the London serviced office portfolio included as EBITDA net of management fees and FF&E.
(3) Canbury Business Park, Kingston has no debt funding.
International Hotel Properties Limited ("IHL")
RDI increased its holding in IHL from 17.2 per cent to 74.1 per cent following a successful scheme of arrangement in November 2017. The majority of the acquisition consideration was settled by way of a share-for-share exchange with IHL shareholders. Additional information is provided in Note 9 to the financial statements.
The IHL portfolio comprises nine high quality UK limited service hotels. Four Travelodge hotels, comprising 27.7 per cent of the portfolio, are let on long term leases with an average unexpired lease term of over 20 years. These assets were acquired at an implied net initial yield of 5.3 per cent and benefit from five yearly upward only CPI escalations which offer attractive rental growth prospects, particularly in a higher inflationary environment. The remaining five hotels are leased to the Company's associate, RBH Hotel Group. Four of the hotels are franchised to Holiday Inn Express and one to Hampton by Hilton. The five franchised hotels are expected to deliver a net initial yield of over 7.5 per cent on acquisition pricing.
The integration of the IHL business was completed to plan with associated cost savings being achieved through the de-listing and integration of the hotel assets into the Company's existing hotel portfolio and REIT status.
As at 31 August 2018, the IHL portfolio was valued at GBP119.0 million, a 14.0 per cent increase in the portfolio value on acquisition pricing.
Canbury Business Park, Kingston
On 22 December 2017, Canbury Business Park was acquired for GBP18.8 million excluding transaction costs at a net initial yield of 5.8 per cent. The property is within a short walk of the Kingston-upon-Thames mainline railway station and forms part of a wider strategic site with medium to long term development potential. The business park includes 3,480 sqm (37,457 sqft) of offices and a number of smaller light industrial and business units. The acquisition provides a combination of an attractive near-term yield and medium term redevelopment opportunities. The acquisition is in line with the Company's strategy of increasing exposure to assets with strong fundamentals, including proximity to good transport links.
London Serviced Office Portfolio ("LSO")
On 15 January 2018, RDI acquired an 80.0 per cent interest in a portfolio of four London serviced offices valued at GBP161.7 million. The acquisition provides exposure to good quality London offices at a yield in excess of 6.0 per cent. The longevity of income is supported by the Company's experienced operational partner, Office Space in Town ("OSIT"), which will continue as the operator of these assets. OSIT is an industry leading operator of serviced offices and has a strong alignment of interests through its 20.0 per cent retained investment in the assets and an EBITDA based management fee.
The decision to expand into serviced offices is in line with the Company's strategy of recycling capital into assets and locations benefiting from sustainable long term growth opportunities, structural change in occupational demand and strategic infrastructure investment. Two of the assets are located in close proximity to the new Elizabeth Line Crossrail stations and Boundary Row, Waterloo adding to the Company's existing exposure to the rapidly developing Southbank area.
The LSO portfolio provides a premium flexible office service at mid-market rates and has consistently delivered high levels of occupancy and client satisfaction. The newly acquired assets offer a high ratio of quality shared amenity space, while design and services are focused on key client requirements including sound attenuation and market leading IT services. All four properties have been extensively refurbished and redeveloped by OSIT in the last four years and each presents a unique offering with flexibility in design to accommodate customers' bespoke requirements.
As at 31 August 2018, the LSO portfolio was valued at GBP163.4 million, a 1.0 per cent increase in value since acquisition.
Disposals
Disposal proceeds in the period totalled GBP255.7 million at an average premium to book value of 9.0 per cent. Over the past two years, disposals of GBP403.9 million have been completed capturing significant value and repositioning the portfolio toward locations and assets with stronger growth prospects.
The sale of the German supermarket portfolio completed on 29 December 2017. The consideration reflected a purchase price for the portfolio of EUR205 million, a 10.8 per cent (EUR20 million) premium to book value. The disposal capitalised on a very strong German investment market, enabling capital to be recycled out of mature assets. The portfolio consisted of 66 individual retail assets with a small average lot size of EUR3.1 million and resulted in a reduction in overall retail exposure and an effective increase in the average lot size of the remaining portfolio.
Other disposals included regional offices in Leeds, Edinburgh, Bristol, Plymouth, Sparkhill and Edgbaston, altogether reducing exposure to regional offices which offered limited further rental growth opportunities following successful letting activity in many cases.
The House of Fraser department store in Hull was sold in November 2017 for GBP11.0 million. Despite being sold at a discount to book value, the Company proactively removed exposure to a potential covenant risk which has proven to have been a wise decision.
Annualised
triple Reversionary
net EPRA NIY yield on
Sales rental on sales
Market value price income sales price price
Disposals Completion GBPm GBPm GBPm % %
----------------------- ------------ ------------- ------- ----------- ------------- -------------
German supermarket December
portfolio 2017 163.7(1) 181.5 11.3 5.8 6.1
November
House of Fraser, Hull 2017 12.9 11.0 1.2 9.7 9.7
Regional offices Various 54.9 59.8 4.1 6.4 7.0
Colchester April 2018 3.3 3.4 - - 7.7
Total 234.8 255.7 16.6 6.1 6.5
------------------------------------- ------------- ------- ----------- ------------- -------------
(1) Market value at 31 August 2017 retranslated at the date of disposal, 29 December 2017.
Development and capital expenditure
A number of successful development and capital projects have been completed or have reached key milestones. Primark and TK Maxx have both taken occupation of redeveloped units in Ingolstadt and Derby, respectively. In both cases, the introduction of successful discount fashion operators is expected to significantly enhance the quality of the surrounding retail pitch and the value of the assets. Development activity is typically income-led and focused on redeveloping existing assets to provide space that meets modern occupier requirements. Total committed and outstanding capital expenditure at year end was GBP9.5 million.
Outstanding
capital Total capital Yield on
expenditure expenditure cost
Significant projects Description Completion GBPm GBPm %
--------------------------- --------------------- ------------ ------------- -------------- ---------
February
Albion Street, Derby TK Maxx development 2018 - 1.4 9.8
City Arcaden, Ingolstadt Primark development March 2018 1.9 22.6 4.6
Drive through December
UK Retail Park expansions pods 2018 1.4 1.9 13.7
--------------------------- --------------------- ------------ ------------- -------------- ---------
Albion Street, Derby and City Arcaden, Ingolstadt yields reflect overall scheme yields.
Albion Street, Derby
TK Maxx took occupation of the new 2,005 sqm (21,581 sqft) store in February 2018. The redevelopment and introduction of TK Maxx is expected to significantly improve the retail pitch. The location links Derby's Intu Shopping Centre to Primark and the historic old town.
City Arcaden, Ingolstadt
The completion of the 7,000 sqm (75,000 sqft) Primark unit in March 2018 has significantly de-risked the development. Of the total anticipated rent roll of EUR2.4 million, 87 per cent has been secured with the works to complete the remaining 3,000 sqm (22,000 sqft) of offices and residential units anticipated to complete in 2019.
UK retail park expansions
The construction of a new Costa 'drive-thru' unit at Watford will commence in late 2018. The development will deliver additional rental income of GBP0.2 million reflecting a rental of GBP85.1 per sqft and a highly accretive 15.0 per cent yield on cost. A further Costa 'drive-thru' unit at Milton Link, Edinburgh has received planning permission with construction expected to complete in December 2018 and is expected to yield approximately 9.0 per cent on total development costs.
Sustainability
Following the disclosure of our sustainability objectives and performance, we are committed to a more a pro-active approach to addressing ESG issues related to our assets under management. In the past year RDI has launched a programme to increase the number of our assets that hold green building certificates, to both verify building performance as well as aid identification of improvement opportunities. We have undertaken our first BREEAM In-Use assessment at our Southwark Hotel and are set to achieve a Very Good rating for performance. Once complete, this will be one of only a few hotels certified under the In-Use scheme in the UK. We are also proud to have received a Bronze rating under the SKA assessment scheme for sustainable fit-out in respect of the recently refurbished food court at West Orchards Shopping Centre, Coventry. Other initiatives include electric vehicle charging points at four of our shopping centres, which have been a resounding success. To date, 2,457 reported charging cycles have been completed by customers and over seven tonnes of CO2 saved in the process.
UK Commercial
The UK Commercial portfolio has undergone significant change. The Company has continued to dispose of regional offices into a strong, but maturing investment market, particularly where it has completed asset management initiatives and where rental growth opportunities are more limited. Reinvestment has targeted assets with strong property fundamentals and occupier demand, notably well-located London serviced offices as well as distribution and industrial assets.
Annualised
gross EPRA EPRA
Market rental EPRA topped Reversionary occupancy
UK Commercial value income ERV NIY up yield yield WAULT by ERV Indexed
28 February 2018 GBPm GBPm(1) GBPm % % % yrs(2) %(2) %
-------------------- ------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
Offices - Serviced 163.4 11.0 10.9 6.0 6.0 6.0 n/a n/a -
Offices - Greater
London 113.3 5.1 5.9 4.0 4.0 4.8 3.6 96.7 13.3
Offices - Regions 60.7 4.4 4.5 5.8 6.6 7.0 5.1 95.5 22.0
-------------------- ------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
UK Offices 337.4 20.5 21.3 5.3 5.4 5.8 4.3 96.2 8.1
Distribution &
Industrial 134.7 6.4 7.9 4.4 4.4 5.5 4.2 100.0 3.1
Automotive 43.8 2.8 2.3 6.2 6.2 4.9 11.3 100.0 100.0
-------------------- ------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
UK Commercial 515.9 29.7 31.5 5.1 5.2 5.6 5.4 98.1 16.0
-------------------- ------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
(1) Gross annualised rent for the London serviced office portfolio included as EBITDA net of management fees.
(2) Excluding London serviced office portfolio. Relevant operational metrics disclosed separately.
London Serviced Offices ("LSO")
Demand for serviced office space continues to show strong growth in London with 16 per cent of all take-up coming from serviced office operators over the last 12 months (source: Knight Frank). Despite London being a global leader in this trend, serviced offices still only account for approximately 7.0 per cent of Central London office stock with the potential to reach 30.0 per cent by 2030 (source: JLL). Growth in demand for flexible, highly serviced space is being driven by multiple factors including the adoption of technology and its impact on flexible working arrangements, the strategic importance of real estate to large corporates in attracting and retaining talent and a general trend to move towards flexible lease arrangements that offer both value and service to clients. This is expected to represent a permanent structural change in the way in which offices are occupied.
The portfolio and operational platform have been aligned and the management team is proving to be a strong cultural fit, focused on delivering sustainable and growing income. Since acquisition in January 2018, the portfolio has achieved stable occupancy and revenue with the average length of stay approaching two and half years. EBITDA since acquisition has been marginally ahead of expectations with a stable outlook. While there has been a clear increase in supply in the London market, this has been matched by an increase in demand. The increase in take-up of serviced offices has had a noticeable impact on demand for traditional office space of less than 5,000 sqft highlighting a transfer in value from often outdated space let on inflexible terms to flexible serviced space. During the year the Pure Gym rent review was completed at Little Britain, located near St Paul's underground station, resulting in a 38.0 percent increase in rent to GBP138,000.
The portfolio was valued at GBP163.4 million, a 1.0 per cent increase on the purchase price of GBP161.7 million.
London serviced office portfolio Operational metrics 31 August 2018 At acquisition Change ---------------------------------- --------------- --------------- --------- Total EBITDA per sqft (GBP) 68.3 68.1 +0.3% EBITDA conversion from total revenue (%) 63.4 63.4 - Average total revenue per available desk (GBP) 819.1 815.2 +0.5% Average monthly desk rate - license fee only (GBP) 685 695 -1.4% Desk occupancy (%) 92.2 93.8 -160 bps Average weighted stay (months) (1) 29 28 +3.6% ---------------------------------- --------------- --------------- ---------
(1) Excluding St. Dunstan's which opened in 2015.
Greater London and regional offices
The office portfolio is now nearly 80 per cent weighted to Greater London including the London serviced office portfolio. The Company is a long term investor and London provides exposure to the largest economy of any city in Europe, where the population is expected to grow from 8.8 million to over 10 million people by 2030. London has proved resilient in the wake of the EU Referendum, with occupational demand ahead of long run averages in both the City and West End markets. The supply/demand balance remains healthy with current vacancy rates running at 3.9 per cent and 5.3 per cent in the West End and City respectively.
Outside of London serviced offices, the portfolio is well positioned to capture growth from locations benefiting from major regeneration and capital investment into infrastructure and transport projects. Further progress has been made on planning and development options at Charing Cross Road and strong rent reviews have been captured at both Newington House, Southwark and Canbury Business Park, Kingston.
The portfolio increased in value by 1.2 per cent on a like-for-like basis supported by a 4.5 per cent increase in annualised net rental income leading to an increase in ERV. The six regional office disposals during the year are not reflected in the like-for-like numbers. These were sold at an average of 8.9 per cent ahead of book value, generating a profit of GBP4.9 million.
Key leasing activity completed during the year:
-- Canbury Business Park, Kingston - four lease renewals were signed since acquiring the asset in December 2017 with agreed rents totalling GBP0.2 million, 14.8 per cent above passing rent and 9.9 per cent above ERV. The weighted average lease length increased to 4.1 years to expiry from 0.8 years at acquisition;
-- Newington House, Southwark - a rent review on 3,920 sqm (42,216 sqft) was agreed at a rent of GBP1.4 million, 46.5 per cent above passing rent and 11.1 per cent higher than ERV; and
-- Bretonside, Plymouth - a ten year lease renewal was agreed with the Secretary of State for Communities and Local Government, reducing their floor space to 3,290 sqm (35,400 sqft) from 5,380 sqm (57,981 sqft) resulting in an overall reduction in rental income of GBP0.5 million.
Distribution, industrial and automotive
The industrial and distribution sector continues to see strong structural support as retailers adjust their business models to fewer stores and enhanced distribution networks. Rental growth prospects in the sector are driving strong investment demand with the weight of capital targeting the sector pushing yields lower. Despite strong occupational demand, some caution is required around pricing of new investments given the competitive nature of the investment market. In light of this, RDI has sought to increase exposure to the sector through forward funding arrangements or acquisitions providing higher yields.
The distribution portfolio produced exceptional capital growth through a combination of rental uplifts, reversionary potential and tightening investment yields. The portfolio increased in value by 17.7 per cent on a like-for-like basis supported by ERV growth of 9.6 per cent and a 50 basis point reduction in net initial yields.
Key leasing activity completed during the year:
-- Camino Park, Crawley - one rent review was completed at GBP0.2 million, a 13.0 per cent increase on passing rent. Over 60 per cent of rental income at Camino Park, Crawley totalling GBP2.0 million is subject to rent review and is expected to show strong growth against the average passing rent of GBP7.70 per sqft;
-- Kingsthorne Industrial Park, Kettering - a rent review on 3,920 sqm (42,216 sqft) was agreed at a rental of GBP0.2 million, a 10.1 per cent increase on passing rent and 11.1 per cent higher than ERV; and
-- BP petrol filling station, St Ives - a rent review was completed with an agreed rent of GBP0.2 million, a 13.1 per cent increase on passing rent and 4.7 per cent higher than ERV.
UK Retail
General investor sentiment towards the sector remains weak, influenced by the ongoing themes of structural change, the impact of online retailing, slowing retail sales and weaker consumer confidence. As a result, certain retailers are still rationalising their physical store portfolios to fit the new retail landscape.
Annualised
gross EPRA EPRA
Market rental EPRA topped Reversionary occupancy
UK Retail value income ERV NIY up yield yield WAULT by ERV Indexed
31 August 2018 GBPm GBPm GBPm % % % yrs % %
------------------ ------- ----------- ------ ----- ---------- ------------- ------ ----------- --------
Shopping centres 290.9 26.1 25.8 6.9 7.3 8.1 7.7 96.4 25.8
Retail parks 184.8 12.0 11.9 5.7 5.9 6.0 8.2 94.7 10.2
Other retail 5.3 0.6 0.4 5.9 9.0 7.6 3.9 100.0 -
------------------ ------- ----------- ------ ----- ---------- ------------- ------ ----------- --------
UK Retail 481.0 38.7 38.1 6.4 6.8 7.3 7.8 95.9 20.6
------------------ ------- ----------- ------ ----- ---------- ------------- ------ ----------- --------
Administrations and Company Voluntary Arrangements ("CVAs")
2018 has seen a number of retail failures, although many of these were largely anticipated. RDI has been pro-active in addressing many of these challenges resulting in modest overall impact on rental income, and in some cases an uplift on rent where new occupiers have been secured.
During the year, GBP2.2 million of gross annualised rent was impacted by recent retailer administrations and CVAs. GBP1.2 million of the total was subject to rent reductions under CVAs (including New Look, Mothercare, Carpetright and Select) and resulted in the tenants remaining at a gross annualised rent of GBP0.9 million; 27.3 per cent lower than the previous passing rent. 4,650 sqm (50,072 sqft) relating to the remaining GBP1.0 million of rental income was vacated. At the end of the financial year, two of these units measuring to 1,684 sqm (18,131 sqft) have been re-let achieving GBP0.6 million in gross annualised rent, an impressive 16.8 per cent increase on the previous passing rent for those units.
In total, units affected by administrations or CVAs resulted in a 0.7 per cent (GBP0.8 million) reduction in the Group's total annualised gross rental income as at 31 August 2018. This includes seven units of 2,700 sqm (29,077 sqft) which remain vacant and which have an ERV of GBP0.6 million.
Maintaining an open dialogue with our occupiers is a fundamental part of our approach to asset management. Wherever possible, we monitor the performance of our occupiers and take a pro-active approach to supporting their occupational requirements and managing our assets for long term value.
Key leasing transactions included:
-- Priory Park, Merton - an agreement for lease has been signed with ALDI to take over the Toys R Us unit on a 20 year lease at an agreed rent of GBP0.4 million per annum with six months rent free. The rent reflects a 17.7 per cent increase on the previous passing rent and is 37.9 per cent above ERV; and
-- Banbury Cross Retail Park, Banbury - 740 sqm (7,997 sqft) was let to Hobbycraft at a rent of GBP0.2 million ahead of the anticipated liquidation of Countrywide, resulting in a 19.4 per cent increase in passing rent and 11.9 per cent above ERV.
Shopping centres
The majority of RDI's shopping centre exposure outside Greater London is focused on food, discount and convenience retailing to local communities. This part of the market continues to be more resilient, in terms of consumer spend, footfall and the impact of online retailing. This is evidenced by the ongoing high occupancy of 96.4 per cent (31 August 2017: 96.7 per cent) and a stable income position, with gross annualised rent at year end only marginally down (0.4 per cent) compared to the position at 31 August 2017. Net rental income on annualised basis was flat, supported by operating cost and efficiency improvements across the portfolio.
Despite maintaining net income and occupancy levels, the market value of the shopping centre portfolio declined 9.2 per cent on a like-for-like basis due to a 50bps outward topped up yield shift, reflecting CVAs and continued weak investor sentiment.
Key asset management initiatives and leasing events completed during the year:
-- the food court at West Orchards, Coventry has been refurbished resulting in a GBP0.8 million increase in net income and a 16.7 per cent return on the GBP2.6 million capital investment with two smaller units still to be let to further enhance the return. This asset management initiative to reduce operating costs and reconfigure space demonstrates the Company's focus on delivering sustainable and growing income;
-- in-house commercialisation activities, many of which have a strong community and CSR foundation, delivered GBP1.4 million in the period, a small decrease on the same period last year;
-- in the last 12 months, 18 rent reviews were agreed providing a total rent of GBP10.2 million, 5.8 per cent (GBP0.6 million) above the passing rent and 12.6 per cent (GBP1.1 million) ahead of ERV. The largest rent review included a fixed rental uplift on the Tesco lease at Weston Favell, Northampton; an increase of 11.8 percent or GBP0.4 million on the previous passing rent; and
-- 60 new lettings or renewals were completed in the period providing a total rent of GBP2.8 million, a 5.5 per cent increase on passing rent but 16.6 per cent (GBP0.6 million) below ERV. The underperformance against ERV was a result of two leases agreed at Grand Arcade, Wigan.
Retail parks and other retail
The retail park sector also experianced its share of retailer administrations and CVAs, however RDI remains confident in the longer term demand for these assets, with over 80 per cent of its portfolio by value in London, Edinburgh and the Southern part of the UK and underpinned by strong demographics.
The market value of the retail park portfolio increased 1.6 per cent on a like-for-like basis due to successful letting activity. This clearly demonstrates the importance of RDI's strategy of investing in the right locations. Occupancy decreased to 94.7 per cent (31 August: 96.2 per cent).
Key asset management initiatives and leasing events completed during the year:
-- RDI continued to capitalise on strong demand from national fast food and coffee operators. The Company will complete a new unit for Costa at Arches Retail Park, Watford in early 2019 which will generate GBP0.2 million in gross annualised rent and a return of over 15 per cent on the GBP1.1 million development cost; and
-- Milton Road, Edinburgh - a rent review with The Range was completed on an 8,990 sqm (96,734 sqft) unit. The agreed rent of GBP0.8 million reflects a 5.1 per cent increase on the previous passing rent and is 0.6 per cent above ERV.
UK Hotels
The UK hotel market has experienced a sustained period of growth supported by a rise in both business and leisure travel. 2018 has seen more modest growth following an exceptional 2017 which was in part driven by a weaker pound.
PwC has forecast growth in the average rate per available room ("RevPar") for 2019 in London and the Regions of 0.3 per cent and 1.2 per cent respectively, driven by expectations of modest reductions in occupancy but continued nominal room rate growth. This lower growth outlook for London hotels reflects a forecast 2.8 per cent net increase in the number of rooms in 2019 following the strong increases in supply in previous years.
Despite pressure from rising labour and operating costs, continued growth in London RevPars highlights the City's resilience as a leading global hotel market. Edinburgh continues to outperform with both the DoubleTree by Hilton and the Holiday Inn Express producing underlying trading results well ahead of management expectations.
RBH managed hotel portfolio (excluding IHL) Operational metrics 31 August 2018 31 August 2017 Change ------------------------------- --------------- --------------- ------- Weighted average RevPar (GBP) 89.1 88.0 +1.3% Weighted average occupancy (%) 84.8 85.0 -20bps ------------------------------- --------------- --------------- -------
Like-for-like net income during the year increased by GBP0.5 million, or 3.4 per cent, following annual rents set on strong underlying trading conditions in the prior year. An inflation-linked rent review at the Travelodge, Enfield resulted in an 11 per cent increase in net income for the year. The Travelodge portfolio is expected to show continued growth over the next few years through upward only inflation linked rent reviews.
The portfolio was valued at GBP364.9 million, a 2.1 per cent like-for-like increase which excludes a 14.0 per cent increase in the IHL portfolio compared to the value on acquisition. Following the IHL acquisition, the hotel portfolio is now 82.1 per cent weighted towards Greater London, Edinburgh and Gatwick airport with 13.0 per cent of the total rental income subject to uncapped CPI escalations, principally from the Travelodge portfolio.
Annualised
gross EPRA EPRA
Market rental EPRA topped Reversionary occupancy
UK Hotels value income ERV NIY up yield yield WAULT by ERV Indexed
31 August 2018 GBPm GBPm GBPm % % % yrs(1) %(1) %
--------------------- ------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
Greater London 186.5 12.5 12.5 5.7 5.7 6.3 n/a n/a -
Regional 130.9 11.0 10.9 6.6 6.6 7.0 n/a n/a 0.9
--------------------- ------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
RBH managed
portfolio 317.4 23.5 23.4 6.1 6.1 6.6 n/a n/a 0.4
Travelodge(2) 47.5 2.4 2.6 4.8 4.8 5.1 18.2 100.0 95.3
--------------------- ------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
UK Hotels 364.9 26.0 26.0 5.9 5.9 6.4 18.2 100.0 9.3
--------------------- ------- ----------- ------ ----- ---------- ------------- -------- ----------- --------
(1) Excluding RBH managed hotels portfolio. Relevant operational metrics disclosed separately.
(2) Three of the five hotels let to Travelodge carry landlord lease extension options of eight years or more.
Strategic operational partner - RBH
Operating performance from the managed portfolio is supported by the Company's strategic partnership with RBH. RBH has established itself as the leading independent hotel operator in the UK and manages more than 11,000 rooms across 75 hotels in the UK. Alignment of interests is ensured through RDI's ownership of a 25.3 per cent stake in RBH (formerly RedefineBDL).
The holding in RBH contributed GBP0.3 million to underlying earnings during the year.
Europe
The momentum in the German investment market has remained strong driven largely by domestic investors. Demand for prime retail centres remains high, however investors are becoming increasingly discerning with a focus on rental levels. RDI's portfolio is heavily weighted by value to Berlin and Hamburg, two of Europe's strongest investment destinations. The centres in these cities are integrally linked into the public transport network providing high levels of footfall.
The portfolio increased in value by 2.2 per cent in local currency and on a like-for-like basis supported by local currency ERV growth of 0.8 per cent and a 20bps reduction in net initial yields. The Leopard portfolio disposal during the year which is not reflected in the like-for-like numbers, generated a profit of EUR20.0 million, a 10.8 per cent premium to book value.
Annualised
gross EPRA EPRA
Market rental EPRA topped Reversionary occupancy
Europe value income ERV NIY up yield yield WAULT by ERV Indexed
31 August 2018 GBPm GBPm GBPm % % % yrs % %
--------------------- ------- ----------- ------ ----- ---------- ------------- ------ ----------- --------
German shopping
centres 190.6 10.5 10.4 3.9 4.6 5.1 5.0 98.7 94.9
German supermarkets
and retail parks 68.0 4.7 4.8 5.7 5.7 6.6 5.2 96.6 95.4
--------------------- ------- ----------- ------ ----- ---------- ------------- ------ ----------- --------
Europe 258.6 15.2 15.2 4.4 4.9 5.5 5.0 98.0 95.1
--------------------- ------- ----------- ------ ----- ---------- ------------- ------ ----------- --------
Occupancy across the German portfolio remains high at 98.0 per cent (31 August 2017: 98.8 per cent) with annualised gross rental income 9.9 per cent higher on a like-for-like basis and in constant currency terms as a result of the completion of Primark at Ingolstadt. Rental income from the portfolio benefits from high levels of indexation, with 95.1 per cent of annualised gross rental income subject to various forms of inflation linked rent reviews. Following a period of ultra low inflation, the benefit of index linked rents is expected to increase with consumer prices rising above 2.0 per cent in September 2018.
Key asset management initiatives and leasing events completed during the year:
-- Primark took occupation of their 7,000 sqm (75,000 sqft) unit in Ingolstadt in March 2018. This lease will provide an additional EUR1.5 million of annual rental income;
-- in the last 12 months, 50 rent reviews were agreed providing a total rent of GBP1.8 million, 6.7 per cent (GBP0.1 million) above the passing rent and 4.8 per cent ahead of ERV. The largest rent review included a fixed rental uplift on the Lidl lease at Hamburg, up 6.8 percent on the previous passing rent; and
-- 36 new lettings or renewals were completed in the period providing a total rent of GBP1.0 million, a 3.3 per cent increase on ERV.
Financial review
Overview
The 2018 financial year has again delivered a solid set of results with underlying earnings of 2.84 pence per share and EPRA NAV growth of 3.4 per cent, collectively supporting a total accounting return (dividends paid plus growth in NAV) of 9.8 per cent.
This has been underpinned by both earnings and distribution growth and the significant profits which have been realised following disposals during the year, most notably in the first half. Capital released has either been recycled into new investments which demonstrate longer term income and capital growth potential or applied against carefully selected debt reduction initiatives.
The Group is committed to ensuring income security is maintained whilst driving LTV toward the lower end of our medium term target range of 45 - 50 per cent. At 31 August 2018, LTV stood at 46.2 per cent, or 47.3 per cent when adjusted for two significant acquisitions completed shortly after the balance sheet date. This is down from 50.0 per cent at the previous year end. This is considered a sound result in what has been a challenging year for the real estate sector, particularly for UK retail.
Underlying earnings were GBP53.5 million or 2.84 pence per share, representing growth of 3.3 per cent over prior year earnings on a per share basis. This is the combined result of growth in like-for-like net rent, lower finance costs following a meaningful reduction in net debt and an improved cost ratio.
Acquisition and disposal activity during the year added GBP23.8 million or 1.3 pence per share to EPRA net asset value, driven by the disposal of a EUR185.0 million German supermarket portfolio in December which generated, after costs, an EUR18.1 million (GBP16.1 million) profit. Proceeds from this sale were promptly recycled into a portfolio acquisition of four London serviced offices for GBP161.7 million, at an initial yield of over 6.0 per cent and the acquisition of a strategic site in an area of potential regeneration in Kingston-upon-Thames, south west London for GBP20.9 million.
Other notable transactions during the year included the acquisition of the former listed hotels business, IHL, which resulted in a gain of GBP5.5 million following delisting and the acquisition of control.
A number of smaller disposals were also completed during the year, generating net profits of GBP2.6 million. All were completed at or above book value with the exception of the House of Fraser unit in Hull, where a timely exit removed the covenant risk.
At 31 August 2018, EPRA net asset value per share was 42.8 pence and the property portfolio was valued at over GBP1.6 billion.
Performance against strategic financial targets
In February 2017 the Group set out a range of medium term strategic targets with clear linkage to strategic priorities and long-term incentives to ensure alignment of interests and accountability. These targets focus on income growth and strengthening the balance sheet across all aspects of the business. Progress during the year is set out below.
Medium term 31 August 28 February 31 August
Strategic metrics target 2018 2018 2017
------------------------------------- ------------ --------- ----------- ---------
Growth in underlying EPS
(%) 3.0 - 5.0 3.3 8.2 n/a
Dividend pay-out ratio (%) 90.0 - 95.0 95.1 92.5 94.5
Rental income growth (like-for-like)
(%) 2.0 - 5.0 2.1 2.1 3.7
>95% within
Rent collection 7 days 98.0 89.3 94.3
LTV (%) 45.0 - 50.0 46.2(1) 48.0 50.0(2)
Interest cover (times) >3.0 3.5 3.5 3.2
Cost of debt (%) 3.2 - 3.4 3.4 3.3 3.1
EPRA cost ratio (excl. direct
vacancy costs)(2) (%) <15.0 15.6 15.7 19.8(4)
------------------------------------- ------------ --------- ----------- ---------
(1) 47.3 per cent when adjusted for transactions occurring post year end
(2) Pro-forma adjusted to reflect transactions occurring post year end
(3) Excludes the London Services Office portfolio due to the operational nature of that business
(4) 17.2 per cent when adjusted for non-recurring items
Presentation of financial information
The Board reviews information and reports presented on a proportionately consolidated basis, which includes the Group's proportionate share of interests in joint ventures. In addition, the Board uses a number of financial measures to assess and monitor its performance, some of which are considered alternative performance measures. Although these are typically industry standard measures, they are not defined under IFRS. In addition, to align with how the Group is managed, this financial review presents financial information on a proportionately consolidated basis and includes alternative performance measures alongside IFRS.
Detailed disclosures of alternative performance measures follow this financial review.
Income statement 31 August 2018 31 August 2017
-------------------------------- --------------------------------
Joint Group Joint Group
IFRS ventures(1) total IFRS ventures(1) total
GBPm GBPm GBPm GBPm GBPm GBPm
-------------------------------------------- ------- ------------- -------- ------- ------------- --------
Gross rental income 110.2 1.8 112.0 97.2 5.9 103.1
Property operating expenses (11.1) (0.2) (11.3) (9.0) (0.6) (9.6)
-------------------------------------------- ------- ------------- -------- ------- ------------- --------
Net rental income 99.1 1.6 100.7 88.2 5.3 93.5
Other operating income 1.8 - 1.8 4.7 (2.0) 2.7
Administrative expenses (14.2) (0.2) (14.4) (15.3) (0.3) (15.6)
-------------------------------------------- ------- ------------- -------- ------- ------------- --------
Net operating income 86.7 1.4 88.1 77.6 3.0 80.6
Net finance costs (28.2) (0.8) (29.0) (27.7) (1.3) (29.0)
Profits from joint ventures (allocated to
individual line items) 0.6 (0.6) - 1.7 (1.7) -
Non-controlling interests (4.4) - (4.4) (3.0) - (3.0)
Tax and other (1.2) - (1.2) 1.2 - 1.2
-------------------------------------------- ------- ------------- -------- ------- ------------- --------
Underlying earnings 53.5 - 53.5 49.8 - 49.8
Company adjustments:
Debt fair value accretion adjustments (0.8) - (0.8) (0.9) - (0.9)
Foreign exchange movement (0.8) - (0.8) 2.0 - 2.0
-------------------------------------------- ------- ------------- -------- ------- ------------- --------
EPRA earnings 51.9 - 51.9 50.9 - 50.9
-------------------------------------------- ------- ------------- -------- ------- ------------- --------
Net gain on sale of joint venture interests (0.1) - (0.1) 4.9 - 4.9
Fair value gain/(loss) on investment
property, assets held for sale and listed
shares 11.7 (0.2) 11.5 6.6 (0.9) 5.7
Other finance expenses (0.4) - (0.4) (5.9) 0.3 (5.6)
Gain on disposal of investment property and
non-current assets held for sale 3.3 - 3.3 10.7 - 10.7
Gain on disposal of subsidiaries 15.4 - 15.4 - - -
Net gain on business combinations 4.4 - 4.4 - - -
Change in fair value of derivatives 6.1 0.7 6.8 4.5 1.1 5.6
Share of non-underlying joint venture
gains/(losses) 0.3 (0.3) - (0.8) 0.8 -
Deferred tax on unrealised property
revaluation 0.5 (0.2) 0.3 (3.5) (0.6) (4.1)
NCI (3.0) - (3.0) (0.6) - (0.6)
Tax and other (1.2) - (1.2) (0.7) (0.7) (1.4)
-------------------------------------------- ------- ------------- -------- ------- ------------- --------
IFRS profit attributable to shareholders 88.9 - 88.9 66.1 - 66.1
-------------------------------------------- ------- ------------- -------- ------- ------------- --------
Weighted average ordinary shares (millions) 1,886.5 1,809.9
Underlying earnings per share (pence) 2.84 2.75
EPRA earnings per share (pence) 2.75 2.80
-------------------------------------------- ------- ------------- -------- ------- ------------- --------
(1) Reallocates joint venture EPRA earnings of GBP0.6 million (31 August 2017: GBP1.7 million) from a single line item as required by IFRS to presentation on a proportionate line-by-line basis
Net rental income increased by GBP7.2 million or 7.7 per cent primarily due to the acquisition of the formerly listed IHL business which added nine hotels to the Group's hotel portfolio. Excluding the impact of acquisitions and disposals, net rental income increased 2.1 per cent on a like-for-like basis.
UK Commercial experienced the strongest like-for-like performance, with net rental income up 6.3 per cent year-on-year. This follows strong rent review activity, particularly at the Group's Camino Park Distribution Centre in Crawley and within the London office portfolio.
UK Hotels achieved 3.4 per cent in like-for-like growth in net rental income. At the operating level, occupancy has held steady at 84 per cent with continued growth in RevPar, which was a good result given the backdrop of increased supply and underlying operational costs.
Despite the challenges in UK Retail, like-for-like income held firm at GBP34.6 million, largely the result of maintaining occupancy levels at 95.9 per cent (versus 96.8 per cent in the prior year). Net UK Shopping Centre income increased GBP0.4 million year-on-year, but this was offset by vacancies at the Group's retail parks, largely the result of CVAs and tenants in administration.
Like-for-like net rents in Europe were marginally down (1.2 per cent) in Euro terms and up 0.4 per cent in Sterling terms following a strengthening in the average exchange rate during the year. In local currency terms the fall in net rent was attributable to marginally lower occupancy levels compared to the prior year.
Year ended Year ended Local currency
31 August 2018 31 August 2017 Change change
Net rental income GBPm GBPm % %
--------------------------------- ---------------- ---------------- ------- ---------------
UK Retail 34.6 34.6 0.0 0.0
UK Commercial 18.3 17.2 6.3 6.3
UK Hotels 15.3 14.8 3.4 3.4
UK total 68.2 66.6 2.4 2.4
Europe 10.8 10.7 0.4 (1.2)
--------------------------------- ---------------- ---------------- ------- ---------------
Like-for-like net rental income 79.0 77.3 2.1 1.9
Acquisitions 15.1 -
Development 0.6 -
Disposals and other 6.0 16.2
Total net rental income 100.7 93.5
--------------------------------- ---------------- ---------------- ------- ---------------
Other income of GBP1.8 million was generated primarily from the ancillary service income from the newly acquired London Serviced Office portfolio comprising, for example, telephone and IT profits. These can therefore be considered recurring in nature. In the prior year, other income comprised a non-recurring performance fee generated on disposal of the VBG portfolio of German offices.
Administrative costs have reduced by GBP1.2 million, largely due to the non-recurring termination fee charged in the previous financial year in respect of a legacy asset management contract. The growth in rental income and the Group's careful management of operational costs, resulted in the EPRA cost ratio falling from 17.2 per cent to 15.6 per cent.
Net finance costs have held steady despite the enlarged portfolio, reflecting both lower leverage and the full year impact of refinancing activity completed during the prior year.
Non-controlling interests reflects the share of income attributable to the minority shareholders, most notably within the newly acquired IHL hotel portfolio (25.9 per cent), the London serviced office portfolio (20.0 per cent) and the non IHL hotel portfolio (17.5 per cent).
Due to market expectations of rising interest rates, a significant gain has been recorded on the fair value of the Group's interest rate derivative contracts. This credit is removed from both the Group's underlying earnings measure and EPRA earnings.
Balance sheet 31 August 2018 31 August 2017
------------------------------ ------------------------------
Joint Group Joint Group
IFRS Ventures Total IFRS Ventures Total
GBPm GBPm GBPm GBPm GBPm GBPm
-------------------------------- -------- ---------- -------- -------- ---------- --------
Property portfolio
carrying value(1) 1,598.0 25.4 1,623.4 1,520.7 25.6 1,546.3
Investment in and
loans to joint ventures 7.1 (7.1) - 6.2 (6.2) -
Net borrowings (730.6) (14.8) (745.4) (769.0) (15.7) (784.7)
Other net assets/(liabilities) (11.7) (3.5) (15.2) 4.3 (3.7) 0.6
NCI (59.5) - (59.5) (21.8) - (21.8)
-------------------------------- -------- ---------- -------- -------- ---------- --------
IFRS NAV 803.3 - 803.3 740.4 - 740.4
-------------------------------- -------- ---------- -------- -------- ---------- --------
Fair value of derivatives 1.9 7.4
Deferred tax 9.8 10.5
-------------------------------- -------- ---------- -------- -------- ---------- --------
EPRA NAV 815.0 758.3
-------------------------------- -------- ---------- -------- -------- ---------- --------
Diluted number of
shares (millions) 1,906.2 1,830.1
EPRA NAV per share
(pence) 42.8 41.4
-------------------------------- -------- ---------- -------- -------- ---------- --------
(1) Market value of property, including property assets held for sale, adjusted to include head leases and tenant lease incentives.
Property portfolio
Local
Valuation (1) currency
31 August 31 August
2018 2017 Gain/(loss) Gain/(loss) Gain/(loss)
Market value of the property portfolio GBPm GBPm GBPm % %
---------------------------------------------- ---------- ---------- ------------ ------------ ------------
UK Commercial 332.0 307.4 23.1 7.5 7.5
UK Retail 481.0 501.8 (26.1) (5.2) (5.2)
UK Hotels 245.9 239.6 5.1 2.1 2.1
---------------------------------------------- ---------- ---------- ------------ ------------ ------------
UK Total 1,058.9 1,048.8 2.1 0.2 0.2
Europe 226.1 226.5 (0.9) (0.4) 2.2
---------------------------------------------- ---------- ---------- ------------ ------------ ------------
Like-for-like property portfolio 1,285.0 1,275.3 1.2 0.1 0.6
Acquisitions 303.3 -
Development 32.1 23.4
Disposals - 240.0
Total market value of the property portfolio 1,620.4 1,538.7
---------------------------------------------- ---------- ---------- ------------ ------------ ------------
(1) Valuation includes the effect of capital expenditure, amortisation of head leases, tenant lease incentives and foreign currency translation where applicable
EPRA NAV increased 3.4 per cent to 42.8 pence per share, largely attributable to disposals which were completed, on the whole, at premiums to book value.
On a like-for-like basis, the property portfolio valuations were up by 0.1 per cent overall, with strong valuation gains recorded on the UK Commercial portfolio being offset by a decline in the valuation of the UK Retail portfolio.
UK Commercial continues to perform well, recording a GBP23.1 million or 7.5 per cent increase in like-for-like values. This was driven by rent review activity in the London offices and the distribution warehouse portfolio.
Ongoing challenges in the UK retail market have continued to weigh on investor sentiment, with an outward yield shift driving a 6.3 per cent decline in the Group's UK shopping centre portfolio during the second half of the year, a decline of 9.2 per cent across the full year. UK retail parks experienced an improved rental outlook following successful letting activity.
Hotels continued a steady valuation performance in the second half, recording a 2.1 per cent like-for-like increase across the full year. The strongest performance being achieved by those hotels located in London and Edinburgh.
In local currency terms, the Group's investments in Germany were valued up 2.2 per cent, benefiting from a strong investment market and low interest rates. The strength of the Euro at the prior year end eased during the year such that, in Sterling terms, the portfolio recorded a marginal decline in value.
Debt and gearing
31 August 31 August
2018 2017
GBPm GBPm
--------------------------------------- --------- ---------
Nominal value of drawn debt (808.2) (842.2)
Cash and short term deposits 59.8 53.4
--------------------------------------- --------- ---------
Net debt (748.4) (788.8)
Market value of the property portfolio 1,620.4 1,538.7
--------------------------------------- --------- ---------
LTV (%) 46.2 51.3
LTV pro forma (%)(1) 47.3 50.0
Weighted average debt maturity (years) 6.7 7.3
Weighted average interest rate (%) 3.4 3.1
Interest cover (times)(2) 3.5 3.2
Debt with interest rate protection (%) 99.6 93.0
--------------------------------------- --------- ---------
(1) Pro forma adjusted for transactions completed post year end
(2) Calculated as net rental income over net finance expense
Net debt has reduced by over GBP40.0 million since the prior year end reflecting continued efforts to reduce the Group's LTV.
A net GBP65.0 million was prepaid against the Group's revolving credit facility while refinancing activities and scheduled amortisation reduced various other facilities by GBP17.0 million.
The Group acquired debt facilities of GBP54.4 million via the acquisition of IHL, which was geared to 52 per cent at acquisition and GBP73.5 million on acquisition of the London Serviced Office Portfolio which was initially geared at 45.5 per cent.
The Group's LTV continues to move downwards towards the lower end of the Group's medium term target range. On a pro forma basis, after incorporating transactions completed shortly after 31 August 2018, it stood at 47.3 per cent.
Debt maturity, average cost of debt, interest cover and debt with interest rate protection remain comfortable and in line with strategic targets. Refinancing of the Group's largest facility, the GBP303 million AUK facility, is underway and we expect to conclude this during the first half of the 2019 financial year.
Cash flow 31 August 2018 31 August 2017
------------------------------ ----------------------------
Joint Group Joint Group
IFRS ventures total IFRS ventures total
GBPm GBPm GBPm GBPm GBPm GBPm
------------------------------ -------- ---------- -------- ------- ---------- -------
Operating cash flows 58.1 0.7 58.8 49.4 2.2 51.6
Disposals 188.0 - 188.0 114.5 (0.8) 113.7
Acquisitions and development (106.4) - (106.4) (58.7) (1.0) (59.7)
Other (0.3) 0.2 (0.1) 0.5 (0.7) (0.2)
Investing cash flows 81.3 0.2 81.5 56.3 (2.5) 53.8
Net debt repaid (81.9) (0.7) (82.6) (37.3) (1.4) (38.7)
Dividends paid (41.1) - (41.1) (39.5) - (39.5)
Other (9.2) - (9.2) (6.5) - (6.5)
------------------------------ -------- ---------- -------- ------- ---------- -------
Financing cash flows (132.2) (0.7) (132.9) (83.3) (1.4) (84.7)
Net cash flow 7.2 0.2 7.9 22.4 (1.7) 20.7
------------------------------ -------- ---------- -------- ------- ---------- -------
Cash and available facilities were GBP134.8 million at 31 August 2018. Although two significant acquisitions which completed in September 2018 have reduced this to GBP100.6 million, this provides considerable operational flexibility.
Operating cash flows were GBP58.8 million, an increase of GBP7.2 million on the prior year, comfortably covering the cash dividends paid of GBP41.1 million. Cash outlays on acquisitions, development and debt repayments were balanced by proceeds from disposals.
Dividend
The Directors have declared a second interim dividend of 1.35 pence per share for 2018. When paid, taken together with the first interim dividend paid to shareholders in June, this will represent a yield of 6.3 per cent on EPRA NAV at 31 August 2018 or 8.0 per cent based on the Company's closing share price on 31 August 2018.
The full year dividend of 2.7 pence per share represents a 95.1 per cent pay-out ratio on underlying earnings of 2.84 pence per share and is covered by operational cash flows.
Details of the forthcoming payment will be announced separately today. The dividend payment date has been set for 18 December 2018, with a record date of 30 November 2018.
Due to the Company's share price trading at a discount to net asset value, the Board has decided to suspend the scrip alternative. The dividend will therefore be paid entirely in cash.
Going concern
At 31 August 2018, the Group's cash and undrawn facilities were GBP134.8 million and its capital commitments were GBP9.5 million. Mindful of transactions occurring post the balance sheet date and having considered severe but plausible scenarios, the Directors are satisfied that the security of the Group's income taken together with an average debt maturity profile of 6.7 years, headroom against financial covenants and strong interest cover, continue to provide a reasonable expectation that the Group will have the resources it requires to meet ongoing and future commitments. Accordingly, the 2018 consolidated financial statements have been prepared on a going concern basis.
Donald Grant
Chief Financial Officer
25 October 2018
EPRA and other Alternative Performance Measures
EPRA disclosures
The following is a summary of the EPRA performance measures included in the Group's results, which are a set of standard disclosures for the property industry as defined by the EPRA Best Practice Recommendations.
Note/
Measure Definition of measure Reference 2018 2017
---------------- ------------------------------------------ ------------------- ---------- ----------
Earnings GBP51.9
Earnings from operational activity Note 34 m GBP50.9m
Net asset NAV adjusted for investments held Note 35
value at fair value and excluding items
not expected to be realised GBP815.0m GBP758.3m
Triple net EPRA NAV adjusted to include fair Note 35
asset value value of financial instruments,
debt and deferred taxes GBP799.6m GBP735.4
Annualised income based on passing
rent less non--recoverable operating
Net initial expenses expressed as a percentage
yield of the market value of property Other information 5.6% 5.7%
Topped--up Net initial yield adjusted for
initial the expiration of rent free periods
yield or other incentives Other information 5.8% 5.9%
Estimated rental value of vacant
Vacancy space divided by that of the portfolio
rate as a whole N/A 2.9% 2.3%
Cost ratio
(incl. direct Administrative and operating costs
vacancy expressed as a percentage of gross
costs) rental income Other information 20.1% 24.6%
Cost ratio Administrative and operating costs,
(excl. direct adjusted for direct vacancy costs,
vacancy expressed as a percentage of gross
costs) rental income Other information 15.6% 19.8%(1)
Net income generated by assets
which were held by the Group throughout
both the current and comparable
periods for which there has been
no significant development which
materially impacts upon income.
Like-for-like Is used to illustrate change in Financial
rental income comparable income values review 2.1% 3.7%
Property which has been held at
both the current and comparative
balance sheet dates for which
there has been no significant
Like-for-like development. Is used to illustrate Financial
capital change in comparable capital values review 0.1% 3.0%
---------------- ------------------------------------------ ------------------- ---------- ----------
(1) 17.2% when adjusted for non-recurring items.
Other EPRA investment property reporting
Accounting basis
Refer to accounting policies adopted in relation to the Group's property portfolio in Note 2 of the financial statements.
Valuation information
Refer to Note 14 of the financial statements for valuation information.
Investment and development assets
Refer to the Operating review for detailed disclosure on the Group's sub-portfolio metrics and further information on the Group's significant development projects during the year ended 31 August 2018.
Capital expenditure analysis
Refer to Other information for detailed disclosure on the Group's capital expenditure during the year ended 31 August 2018.
Other Alternative Performance Measures
An alternative performance measure (APM) is a financial measure of historical or future financial performance, position or cash flows of an entity which is not a financial measure defined or specified in IFRS. APMs are presented to provide a balanced view and useful information to the readers of the Group's results and are consistent with industry standards. The Group has considered the European Securities and Markets Authority (ESMA) 'Guidelines on Alternative Performance Measures' in disclosing additional information on its APMs.
All APMs are prepared on a proportionate basis to align with how the Group is managed. Further discussion of these measures can be found in the Financial review. The table below summarises the additional non-EPRA APMs included in these results.
Note/
Measure Definition of measure Reference 2018 2017
------------------------- ---------------------------------------------- ------------------- ---------- ----------
Underlying earnings EPRA earnings adjusted for the impact of Note 34
non-cash debt accretion charges and FX gains
and
losses reflected in the income statement GBP53.5m GBP49.8m
Headline earnings Additional earnings per share measure as Note 34
required by the JSE which excludes separately
identifiable
remeasurements in accordance with Circular
04/2018 GBP57.1m GBP47.3m
Net debt Total nominal value of the Group's Note 22
proportionate bank borrowings less cash and
cash equivalents GBP748.4 GBP788.8m
The ratio of net debt divided by the market
Loan-to-value value of investment property Financial review 46.2%(1) 51.3%
The Group's net rental income divided by net
Interest Cover finance expenses Other information 3.5 3.2
Dividends paid during the year plus growth in
Total accounting return NAV as a percentage of opening NAV Other information 9.8% 10.0%
Total dividend per share paid out to
shareholders relative to the underlying
earnings per
Dividend pay-out ratio share during the year Other information 95.1% 94.5%
Dividend yield Total dividends to be paid to shareholders
for the financial year relative to EPRA NAV
or
the Group's share price at the reporting
date Other information 6.3% 8.0% 6.3% 6.6%
------------------------- ---------------------------------------------- ------------------- ---------- ----------
(1) Pro forma adjusted to 47.3% to reflect transactions between 31 August 2018 and 25 October 2018 (31 August 2017: 50.0%)
Statement of Directors' responsibilities
The statement of Directors' responsibilities has been prepared in relation to the Group's Annual Report 2018. Certain parts of the Annual Report are not included in this announcement.
We confirm to the best of our knowledge:
-- the Group financial statements, which have been prepared in accordance with IFRS, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and
-- the Strategic Report includes a fair review of the development and performance of the business and the position of the Group.
By order of the Board
Mike Watters Donald Grant Chief Executive Officer Chief Financial Officer
25 October 2018
Consolidated Income Statement
for the year ended 31 August 2018
Year ended Year ended
31 August 31 August
2018 2017
Continuing operations Note GBPm GBPm
----------------------------------------------------- ----- ---------- ----------
Revenue 3 112.0 102.1
----------------------------------------------------- ----- ---------- ----------
Rental income 4 110.2 97.2
Rental expense 5 (11.1) (9.0)
----------------------------------------------------- ----- ---------- ----------
Net rental income 99.1 88.2
Other operating income 6 1.8 4.7
Administrative costs and other fees 7 (14.2) (15.3)
----------------------------------------------------- ----- ---------- ----------
Net operating income 86.7 77.6
Gain on revaluation of investment property 14 10.8 10.8
Gain/(loss) on revaluation of investment property
held for sale 21 0.9 (3.9)
Gain on disposal of investment property 14 1.5 9.2
Gain on disposal of investment property held
for sale 21 1.8 1.5
Net gain on disposal of subsidiaries 8 15.4 -
Net gain on acquisition of subsidiaries 9 4.4 -
Other income and expense 10 (0.4) (0.3)
Foreign exchange loss (0.8) -
Profit from operations 120.3 94.9
Finance income 11 0.6 3.4
Finance expense 11 (29.3) (28.4)
Other finance expense 12 (0.6) (6.5)
Change in fair value of derivative financial
instruments 6.1 4.5
----------------------------------------------------- ----- ---------- ----------
97.1 67.9
Net (loss)/gain on sale of joint venture interests 16 (0.1) 4.9
Net impairment reversal/(impairment) of joint
ventures and associate interests 16,17 0.1 (0.1)
Share of post-tax loss from joint ventures 16 - (2.3)
Share of post-tax profit from associate 17 0.3 1.1
Transfer of foreign currency translation on disposal
of joint venture interest 16 - 2.0
Profit before tax 97.4 73.5
Taxation 13 (1.1) (3.9)
Profit for the year 96.3 69.6
----------------------------------------------------- ----- ---------- ----------
Profit attributable to:
Equity holders of the Parent 88.9 66.1
Non-controlling interests 28 7.4 3.5
96.3 69.6
----------------------------------------------------- ----- ---------- ----------
Earnings per share
Weighted average number of shares (millions) 34 1,886.5 1,809.9
Diluted weighted average number of shares (millions) 34 1,892.3 1,811.9
Basic earnings per share (pence) 34 4.7 3.7
Diluted earnings per share (pence) 34 4.7 3.6
----------------------------------------------------- ----- ---------- ----------
The accompanying notes form an integral part of these consolidated financial statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 August 2018
Continuing operations Year ended Year ended
31 August 31 August
2018 2017
Note GBPm GBPm
------------------------------------------------------------------------------------- ---- ---------- ----------
Profit for the year 96.3 69.6
Other comprehensive income/(expense)
Items that may be transferred to the income statement
Transfer of foreign currency translation on disposal of joint venture interests 27 - (4.2)
Foreign currency translation on subsidiary foreign operations (5.3) 15.9
Foreign currency translation on joint ventures held by subsidiary foreign operations 16 (0.2) 1.0
Total other comprehensive (expense)/income (5.5) 12.7
------------------------------------------------------------------------------------- ---- ---------- ----------
Total comprehensive income for the year 90.8 82.3
------------------------------------------------------------------------------------- ---- ---------- ----------
Total comprehensive income attributable to:
Equity holders of the Parent 83.4 78.7
Non-controlling interests 7.4 3.6
------------------------------------------------------------------------------------- ---- ---------- ----------
90.8 82.3
------------------------------------------------------------------------------------- ---- ---------- ----------
The accompanying notes form an integral part of these consolidated financial statements.
Consolidated BALANCE SHEET
as at 31 August 2018
Note 31 August 31 August
2018 2017
GBPm GBPm
-------------------------------------------- ----- --------- ---------
Non-current assets
Investment property 14 1,598.0 1,494.9
Investment at fair value through profit or
loss 15 - 8.5
Investment in joint ventures 16 1.9 1.9
Loans to joint ventures 16 5.2 4.3
Investment in associate 17 9.1 9.4
Other non-current assets 18 1.3 1.2
Derivative financial instruments 23 1.1 0.4
Other receivables 19 11.2 8.4
-------------------------------------------- ----- --------- ---------
Total non-current assets 1,627.8 1,529.0
-------------------------------------------- ----- --------- ---------
Current assets
Trade and other receivables 19 7.1 15.5
Cash and cash equivalents 20 59.0 52.8
-------------------------------------------- ----- --------- ---------
66.1 68.3
Non-current assets held for sale 21 - 27.3
Total current assets 66.1 95.6
-------------------------------------------- ----- --------- ---------
Total assets 1,693.9 1,624.6
-------------------------------------------- ----- --------- ---------
Non-current liabilities
Borrowings, including finance leases 22 (784.2) (818.9)
Derivative financial instruments 23 (2.9) (7.8)
Deferred tax 24 (9.5) (10.4)
Other payables 25 (0.2) -
-------------------------------------------- ----- --------- ---------
Total non-current liabilities (796.8) (837.1)
-------------------------------------------- ----- --------- ---------
Current liabilities
Borrowings, including finance leases 22 (5.4) (2.9)
Trade and other payables 25 (26.9) (21.2)
Tax liabilities (2.0) (1.2)
-------------------------------------------- ----- --------- ---------
Total current liabilities (34.3) (25.3)
-------------------------------------------- ----- --------- ---------
Total liabilities (831.1) (862.4)
-------------------------------------------- ----- --------- ---------
Net assets 862.8 762.2
-------------------------------------------- ----- --------- ---------
Equity
Share capital 26 152.0 146.2
Share premium 26 534.6 511.8
Other components of equity 116.7 82.4
-------------------------------------------- -----
Total attributable to equity holders of the
Parent 803.3 740.4
Non-controlling interests 28 59.5 21.8
-------------------------------------------- ----- --------- ---------
Total equity 862.8 762.2
-------------------------------------------- ----- --------- ---------
The accompanying notes form an integral part of these consolidated financial statements.
The consolidated financial statements were approved by the Board of Directors on 25 October 2018 and were signed on its behalf by:
Mike Watters Donald Grant Chief Executive Officer Chief Financial Officer
Consolidated Statement of Changes In Equity
for the year ended 31 August 2018
Total
Foreign attributable
currency to equity
Share Share Retained Other translation holders of Non-controlling Total
capital premium profit reserves reserve the Parent interests equity
Note GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Balance at 1
September 2017 146.2 511.8 54.8 4.2 23.4 740.4 21.8 762.2
Profit for the
year - - 88.9 - - 88.9 7.4 96.3
Items that may
be transferred
to the income
statement
Foreign currency
translation on
subsidiary
foreign
operations - - - - (5.3) (5.3) - (5.3)
Foreign currency
translation on
joint venture
interests held
by subsidiary
foreign
operations 16 - - - - (0.2) (0.2) - (0.2)
---------------- ---- --------- -------- --------- --------- ----------- ------------ --------------- -------
Total
comprehensive
income for the
year - - 88.9 - (5.5) 83.4 7.4 90.8
Transactions
with equity
holders of the
Parent
Issue of shares 26 4.9 19.4 - - - 24.3 - 24.3
Scrip dividends 26 2.0 7.5 (9.0) - - 0.5 - 0.5
Buy-back of
shares 26 (1.1) (4.1) - - - (5.2) - (5.2)
Dividends paid - - (41.1) - - (41.1) - (41.1)
Release of
share-based
payment reserve 26 - - 1.8 (1.9) - (0.1) - (0.1)
Fair value of
share-based
payments 27 - - - 1.0 - 1.0 - 1.0
---------------- ---- --------- -------- --------- --------- ----------- ------------ --------------- -------
5.8 22.8 (48.3) (0.9) - (20.6) - (20.6)
Changes in
ownership
interests in
subsidiaries
Dividends paid
to
non-controlling
interests 28 - - - - - - (3.4) (3.4)
Recognition of
non-controlling
interest on
acquisition of
subsidiaries 28 - - - - - - 33.8 33.8
Net gain on
acquisition of
non-controlling
interests 29 - - 0.1 - - 0.1 (0.1) -
- - 0.1 - - 0.1 30.3 30.4
Balance at 31
August 2018 152.0 534.6 95.5 3.3 17.9 803.3 59.5 862.8 ---------------- ---- --------- -------- --------- --------- ----------- ------------ --------------- -------
The accompanying notes form an integral part of these consolidated financial statements.
Consolidated Statement of Changes In Equity
for the year ended 31 August 2018
Total
attributable
Foreign to equity
Reverse Retained currency holders
Share Share acquisition profit/ Other translation of the Non-controlling Total
capital premium reserve (loss) reserves reserve Parent interests equity
Note GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Balance at 1
September 2016 143.6 502.1 134.3 (94.2) 3.2 10.8 699.8 33.6 733.4
Profit for the
year - - - 66.1 - - 66.1 3.5 69.6
Items that may be
transferred
to the income
statement
Transfer of
foreign currency
translation on
disposal of
joint venture
interests 27 - - - - - (4.2) (4.2) - (4.2)
Foreign currency
translation
on subsidiary
foreign
operations - - - - - 15.8 15.8 0.1 15.9
Foreign currency
translation
on joint venture
interests
held by
subsidiary
foreign
operations 16 - - - - - 1.0 1.0 - 1.0
----------------- ---- ------- ------- ----------- -------- -------- ----------- ------------ --------------- ------
Total
comprehensive
income
for the year - - - 66.1 - 12.6 78.7 3.6 82.3
Transactions with
equity holders
of the Parent
Dividends paid - - - (39.5) - - (39.5) - (39.5)
Scrip dividends 26 2.6 9.7 - (12.3) - - - - -
Merger reserve
release - - (134.3) 134.3 - - - - -
Fair value of
share-based
payments 27 - - - - 1.0 - 1.0 - 1.0
----------------- ---- ------- ------- ----------- -------- -------- ----------- ------------ --------------- ------
2.6 9.7 (134.3) 82.5 1.0 - (38.5) - (38.5)
Changes in
ownership
interests
in subsidiaries
Reclassification
of
non-controlling
interest
shareholder
loans
to liabilities 28 - - - - - - - (0.3) (0.3)
Dividends paid to
non-controlling
interests 28 - - - - - - - (1.7) (1.7)
Non-controlling
interests
on acquisition
of control
of former joint
venture 28 - - - - - - - (0.7) (0.7)
Acquisition of
non-controlling
interests 29 - - - 0.4 - - 0.4 (12.7) (12.3)
- - - 0.4 - - 0.4 (15.4) (15.0)
Balance at 31
August 2017 146.2 511.8 - 54.8 4.2 23.4 740.4 21.8 762.2
----------------- ---- ------- ------- ----------- -------- -------- ----------- ------------ --------------- ------
The accompanying notes form an integral part of these consolidated financial statements.
The reverse acquisition reserve of GBP134.3 million arose on the reverse acquisition of the Company in August 2011 and reflected the difference between the capital structure of the Company, as the legal acquirer, and the Company's subsidiary, as the accounting acquirer, at the date of the transaction. On 28 July 2017, the capital of the subsidiary was reduced by way of a capital reduction and transfer to retained earnings which, on consolidation, also resulted in the release of GBP134.3 million from the reverse acquisition reserve to retained earnings of the Group.
Consolidated Statement of CASH FLOWs
for the year ended 31 August 2018
Year ended Year ended
31 August 31 August
2018 2017
Continuing operations Note GBPm GBPm
------------------------------------------------------- ---- ---------- ----------
Cash generated from operations 30 87.0 75.6
Interest received 0.4 2.6
Interest paid (27.7) (26.6)
Capitalised interest paid (0.7) (0.4)
Tax paid (0.9) (1.8)
Net cash inflow from operating activities 58.1 49.4
------------------------------------------------------- ---- ---------- ----------
Cash flows from investing activities
Net cash acquired on acquisition of subsidiaries 9 7.8 -
Acquisition of subsidiaries 9 (80.6) -
Net cash disposed on sale of subsidiaries 8 (1.8) -
Net proceeds on sale of subsidiaries 8 126.2 -
Net proceeds on sale of investment property 14 22.7 54.9
Net proceeds on sale of investment property held
for sale 21 39.6 40.9
Purchase and development of investment property (33.6) (18.9)
Acquisition of property, plant and equipment 18 (0.6) -
Distributions from investments at fair value 15 - 0.7
Net proceeds received on sale of joint venture
interests (0.1) 18.7
Acquisition of control of joint venture - (42.1)
Cash transferred on acquisition of control of
joint venture - 2.3
Increase in investments in joint ventures (0.1) -
Increase in loans to joint ventures 16 (0.2) 0.7
Distributions from associate (including held
for sale) 16 0.7 1.2
Disposal of other non-current assets held for
sale 21 1.3 -
Increase in loan to external party - (2.1)
------------------------------------------------------- ---- ---------- ----------
Net cash inflow from investing activities 81.3 56.3
------------------------------------------------------- ---- ---------- ----------
Cash flows from financing activities
Share issue costs paid (0.1) -
Buy-back of shares 26 (5.2) -
Proceeds from borrowings 22 10.0 199.5
Repayment of borrowings 22 (91.9) (236.8)
Payment of Aviva share of profit - (1.4)
Settlement of Aviva profit share right on refinancing 12 - (5.5)
Other finance expense (0.6) (0.6)
Derivative financial instruments purchased and
settled - (0.1)
Dividends paid to equity holders (41.1) (39.5)
Dividends paid and loans re-paid to non-controlling
interests (3.4) (1.5)
Acquisitions from non-controlling interests 28 0.1 -
Movement in restricted cash and cash equivalents - 2.6
Net cash outflow from financing activities (132.2) (83.3)
------------------------------------------------------- ---- ---------- ----------
Net increase in unrestricted cash and cash equivalents 7.2 22.4
Effect of exchange rate fluctuations on cash
and cash equivalents (1.0) 1.0
Unrestricted cash and cash equivalents at 1 September 52.1 28.7
------------------------------------------------------- ---- ---------- ----------
Unrestricted cash and cash equivalents at 31
August 58.3 52.1 Restricted cash and cash equivalents at 31 August 0.7 0.7 ------------------------------------------------------- ---- ---------- ---------- Cash and cash equivalents at 31 August 59.0 52.8 ------------------------------------------------------- ---- ---------- ----------
The accompanying notes form an integral part of these consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 August 2018
1. General Information
RDI REIT P.L.C. (formerly Redefine International P.L.C.) was incorporated in the Isle of Man on 28 June 2004 (Registered Number: 111198C) and was re-registered under the Isle of Man Companies Act 2006 on 3 December 2013 (Registered Number: 010534V). On 4 December 2013, the Company converted to a UK-REIT and transferred its tax residence from the Isle of Man to the United Kingdom ("UK"). The Company holds a primary listing on the Main Market of the London Stock Exchange ("LSE") and a secondary listing on the Main Board of the Johannesburg Stock Exchange ("JSE").
The financial information presented here does not amount to statutory financial statements. The Annual Report 2018 for the year ended 31 August 2018 will be available on the Company's website (www.rdireit.com) in early December 2018. The auditor, KPMG, has reported on the audited financial statements and its report was unmodified. A copy is available upon request from the Company's registered office at Merchant's House, 24 North Quay, Douglas, Isle of Man, IM1 4LE.
2. Significant Accounting Policies 2.1 Statement of Compliance
The consolidated financial statements for the year ended 31 August 2018 have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The relevant new standards, amendments and interpretations that have been adopted during the year are set out in the following table:
International Financial Reporting Standard
Annual improvements to IFRSs 2014-2016 cycle
IFRS 12 'Disclosure of Interests in Other Entities' (amendment) ("IFRS 12")
IAS 28 'Investments in Associates and Joint Ventures' (amendment) ("IAS 28")
Other amendments
IAS 7 'Statement of Cash Flows' (amendment) ("IAS 7")
IAS 12 'Income Taxes' (amendment) ("IAS 12")
The adoption of these improvements and amendments has not had a material impact on the financial statements of the Group.
Disclosed in the table below are the relevant new standards, amendments and interpretations that have been issued by the IASB but are not yet effective and have not been early adopted.
International Financial Reporting Standard Effective annual periods beginning on or after:
Annual improvements to IFRSs 2015-2017 cycle
------------------------------------------------
IFRS 3 'Business Combinations' (amendment) ("IFRS 3") 1 January 2019
------------------------------------------------
IFRS 11 'Joint Arrangements' (amendment) ("IFRS 11") 1 January 2019
------------------------------------------------
IAS 12 'Income Taxes' (amendment) 1 January 2019
------------------------------------------------
IAS 23 'Borrowing Costs' (amendment) ("IAS 23") 1 January 2019
------------------------------------------------
Other amendments
------------------------------------------------
IFRS 2 'Share-Based Payment' (amendment) ("IFRS 2") 1 January 2018
------------------------------------------------
IFRS 9 'Financial Instruments' ("IFRS 9") 1 January 2018
------------------------------------------------
IFRS 9 'Financial Instruments' (amendment) ("IFRS 9") 1 January 2019
------------------------------------------------
IFRS 15 'Revenue from Contracts with Customers' ("IFRS 15") 1 January 2018
------------------------------------------------
IFRS 16 'Leases' ("IFRS 16") 1 January 2019
------------------------------------------------
IAS 19 'Employee Benefits' (amendment) ("IAS 19") 1 January 2019
------------------------------------------------
IAS 28 'Investments in Associates and Joint Ventures' (amendment) 1 January 2019
("IAS 28")
------------------------------------------------
IAS 40 'Investment Property' (amendment) ("IAS 40") 1 January 2018
------------------------------------------------
Interpretations
------------------------------------------------
IFRIC 22 'Foreign Currency Transactions and Advance Consideration' 1 January 2018
------------------------------------------------
IFRIC 23 'Uncertainty over Income Tax Treatments' 1 January 2019
------------------------------------------------
The Group has assessed the impact of the new standards and those standards which could be expected to have an impact on the consolidated financial statements are discussed in further detail below.
IFRS 9 applies to the recognition, classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets and will be effective for the Group from 1 September 2018. The changes required to the recognition and classification of financial instruments will not have a quantitative impact on the financial statements and the Group does not apply hedge accounting. The changes required in assessing substantial modification of financial liabilities, namely consideration of the transaction as a whole, will not result in adjustments to the treatment of debt restructurings that have been recognised in the Group's financial statements. The introduction of the expected credit losses model will replace the incurred loss model but will not have a material impact on the net asset position of the Group as it will apply primarily to trade receivables and loans to joint ventures. As at 31 August 2018, trade receivables, before impairment, accounted for GBP1.9 million or 0.2 per cent of total net assets of GBP862.8 million. At 31 August 2018, the Group's recognised joint venture was in a net asset position, had serviced all payment obligations under the loan advanced and the loan was not considered impaired. The introduction of the credit loss model would not result in an impairment of this loan on transition to IFRS 9 as the probability of default is low. The expanded disclosure requirements and changes to presentation will change the nature and extent of the disclosures made by the Group.
IFRS 15 is the new standard for the recognition of revenue, will replace IAS 18 'Revenue' and IAS 11 'Construction Contracts' and will be effective for the Group from 1 September 2018. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer and sets out a five-step model for revenue recognition. IFRS 15 does not apply to rental income (which is currently measured in accordance with IAS 17, to be replaced by IFRS 16 as discussed below) which is the Group's primary revenue stream but will apply to other sources of income generated by the Group such as: service and management fee income and income from corporate and property disposals. The Group has considered the criteria of IFRS 15, in particular with reference to the income generated from several ancillary services offered to the customers in the serviced offices (GBP1.5 million for the year annualised) and has determined that the new standard will not have a material quantitative impact on the Group and will result in minimal qualitative changes to revenue disclosures.
IFRS 16 is the new leasing standard and will be effective for the Group from 1 September 2019. Accounting for leases whereby the Group is the lessor will not significantly change under the new leasing standard. Changes required to leasing arrangements whereby the Group acts as lessee, however, will result in the recognition of operating leases as a liability on the Group's balance sheet with a corresponding right-of-use asset. The Group holds long leasehold interests in certain hotel and serviced office properties acquired during 2018 that have been treated as operating leases. At the effective date, estimated lease liabilities of GBP40.9 million and corresponding right-of-use assets which will be disclosed within Investment Property, could be expected to be recognised.
2.2 Basis of Preparation
The consolidated financial statements are presented in Great British Pounds, which is the functional currency of the Company and the presentational currency of the Group and rounded to the nearest hundred thousand pounds. They are prepared using the historical cost basis except for investment property, certain assets held for sale, derivative financial instruments and financial instruments designated at fair value through profit and loss, all of which are carried at fair value.
Going Concern
The Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future and for this reason the financial statements have been prepared on a going concern basis.
2.3 Key Judgements and Estimates
The preparation of the consolidated financial statements in conformity with IFRS requires the use of judgements and estimates that affect the reported amounts of assets and liabilities at the reporting date and the reported amounts of revenues and expenses during the year. Although these estimates are based on the Directors' best knowledge of the amount, event or actions, actual results may differ materially from those estimates.
The principal areas where such judgements and estimates have been made are detailed below:
Investment Property Valuation
The Group uses valuations determined by independent valuers in accordance with IFRS 13 'Fair Value Measurement' ("IFRS 13") as the fair value of its investment property. The valuations are based upon assumptions including estimated rental values, future rental income, anticipated maintenance costs, future development costs and appropriate market yields. The valuers make reference to market evidence of transaction prices for similar properties. Where there is a lack of comparable transactional evidence, as is currently the case for UK shopping centres, then the degree of potential variability in valuations may widen. Further details in respect of assumptions and estimation uncertainties are provided in Note 14.
corporate and property acquisitions
When control is obtained over an entity or group of entities, judgement is required in determining whether the transaction constitutes a business combination with reference to the inputs, processes and outputs of the subsidiary or subsidiary group acquired. If it is determined that the transaction is a business combination, the requirements of IFRS 3 'Business Combinations' ("IFRS 3") are applied.
In addition, when a property is acquired directly, the Directors have regard to the substance of the transaction and whether related processes and activities have been assumed which would represent a business. When such an acquisition is considered to be the acquisition of a business, the requirements of IFRS 3 apply as above, otherwise the transaction is treated as an acquisition of a property asset in line with IAS 40.
Classification of UK Hotels as Investment Property
The UK Hotels are held for capital appreciation and to earn rental income. Apart from five Travelodge branded hotels, the hotels have been let to wholly owned subsidiaries of RBH Hotel Group Limited (collectively "RBH" - formerly named RedefineBDL Hotel Group Limited), on lease terms which are subject to annual review. At each review, the revised rent is set with reference to the forecast EBITDA of each hotel. RBH runs the hotels' operating business and is therefore exposed to fluctuations in the underlying trading performance of each hotel under management. RBH is responsible for the key decision making of the business operations and the day-to-day upkeep of the properties. The Group is not involved with the operation of the hotel management business and there are limited transactions between RDI and RBH. As a result, the hotels are classified as investment property in accordance with IAS 40.
The Group cumulatively holds a 25.3 per cent shareholding in RBH. Having considered the guidance in IFRS 10 'Consolidated Financial Statements' ("IFRS 10"), the respective rights of each of the shareholders in RBH and the relative size of the Group's shareholding, the Directors have determined that the Group has the ability to exercise significant influence over but does not control RBH. The investment in RBH has therefore been classified as an associate.
Fair Value of Restructured Liabilities
New borrowings or existing borrowings which have been substantially modified are recognised at fair value. The determination of fair value involves the application of judgement. The Group determines fair value by discounting the cash flows associated with the liability at a market discount rate. The key judgement surrounds the determination of an appropriate market benchmark. Management determine the discount rate on a loan by loan basis having regard to the term, duration and security arrangements of the new liability and an estimation of the current rates charged in the market for similar instruments issued to companies of similar sizes.
This judgement is made more difficult given the bespoke nature of certain loans obtained by the Group. Any difference between the nominal value of the loan and its fair value equivalent will be recognised immediately in the income statement insofar as the fair value measurement is based on observable inputs. The deemed fair value will subsequently be accreted through profit or loss over the term of the loan using the effective interest rate method.
Lease Classification
The Group considers the appropriateness of the classification of its leasehold interests in investment property as operating or finance leases on a property-by-property basis, based on the terms and conditions of each lease on inception. The assessment is based on a balanced evaluation of both the specific contractual terms and substance of each arrangement, such as: the lease term constituting a major part of the economic life of the property; the fair value of each asset relative to present value of minimum lease payments; a qualitative review of the transfer of the significant risks and rewards of ownership; and the allocation of the lease payments to the land and building elements of each property.
2.4 Accounting Policies
Basis of Consolidation
Investment in Subsidiaries
A subsidiary undertaking is an investee controlled by the Group. The Group controls an investee when it has power over the investee, 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. Subsidiaries are consolidated in the Group's financial statements from the date on which control commences until the date that control ceases. The Group reassesses whether it controls a subsidiary when facts and circumstances indicate that there are changes to one or more elements of control.
The Group accounts for business combinations using the acquisition method, under which the consideration transferred is measured at fair value, and acquisition related costs are recognised in the income statement as incurred. Any excess in the purchase price of business combinations over the Group's share of the fair value of the assets, liabilities and contingent liabilities acquired is recognised as goodwill while any discount received is credited immediately to the income statement. If it is determined that an acquisition does not constitute a business combination, the transaction is accounted for as an asset acquisition and the relevant IFRSs are applied in the recognition of a group of assets and liabilities. No goodwill arises on initial recognition but any premium paid or discount received is allocated to the individual identifiable assets and liabilities based on their relative fair values.
The Group recognises non-controlling interests on the basis of their proportionate share in the subsidiary's identifiable net assets. Non-controlling interests are presented separately from the equity of the owners of the Parent on the balance sheet. Profit or loss and total comprehensive income for the year attributable to non-controlling interests are presented separately in the income statement and the statement of comprehensive income.
If the Group loses control of a subsidiary, the Group:
- derecognises the assets (including any goodwill) and liabilities of the former subsidiary at their carrying amounts at the date control is lost;
- derecognises the carrying amount of any non-controlling interests in the former subsidiary at the date control is lost (including amounts of other comprehensive income attributed to non-controlling interests);
- recognises the fair value of any consideration received;
- reclassifies to profit or loss, or transfers directly to retained earnings, amounts recognised in other comprehensive income in relation to the subsidiary on the same basis as would be required if the Parent had directly disposed of the related assets or liabilities;
- recognises any investment retained in the former subsidiary at its fair value at the date when control is lost; and
- recognises any resulting difference of the above items as a gain or loss in the income statement.
The Group subsequently accounts for any investment retained in the former subsidiary in accordance with IAS 39 'Financial Instruments' ("IAS 39"), or when appropriate, in accordance with IAS 28. For a change in the Group's interest in a subsidiary that does not result in a loss of control, the Group adjusts the carrying amounts of the controlling and non-controlling interest to reflect the changes in their relative interests. Any difference between the value of the non-controlling interest acquired or disposed of and the fair value of the consideration is recognised directly in equity and attributed to the equity holders of the Parent.
Transactions eliminated on Consolidation
Intra-group balances, transactions, any unrealised gains and losses or income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
Investment in Associates and Joint Ventures
Associates are entities over whose financial and operating policies the Group has the ability to exercise significant influence but not control and which are neither subsidiaries nor joint arrangements. The Group classifies its interests in joint arrangements as either joint operations or joint ventures depending on the Group's contractual rights to the assets and obligations for the liabilities. When making this assessment, the Group considers the structure of the arrangements, the legal form of any separate vehicles, the contractual terms and other facts and circumstances specific to each transaction.
Investments in associates and joint ventures are initially recorded at cost and subsequently increased or decreased each year by the Group's share of the post-acquisition net profit or loss and other movements recognised in other comprehensive income or directly in equity. The Group's share of the post-tax results of the associate or joint venture reflects the Group's proportionate interest in the relevant undertaking.
Goodwill arising on the acquisition of an associate or joint venture is included in the carrying amount of the investment. When the Group's share of losses in an associate or joint venture has reduced the carrying amount to zero, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations to make payments on behalf of the associate or joint venture.
As goodwill forms part of the carrying amount of the net investment, it is not recognised separately and it is not tested for impairment separately. Instead, the entire amount of the investment in an associate or joint venture is tested for impairment as a single asset where there is objective evidence that the investment may be impaired. Reversals of impairment are recorded as an adjustment to the investment balance to the extent that the recoverable amount of the associate or joint venture increases.
Capital contributions result from the non-reciprocal transfer of resources to an associate or joint venture without a corresponding increase in the Group's equity interest. Capital contributions are also accounted for as an increase in the Group's net investment and are subject to impairment.
Unrealised gains and losses arising from transactions with associates and joint ventures are eliminated to the extent of the Group's interest in those entities.
Where the Group obtains significant influence or joint control over an investment that was previously accounted for as a financial instrument under IAS 39, the Group's previously held interest is re-measured to fair value through profit or loss. The deemed cost of the associate or joint venture is the fair value of the existing investment plus the fair value of any consideration given to achieve significant influence or joint control.
When the Group ceases to have significant influence or joint control, it is accounted for as a disposal of the entire interest under the equity method, with a resulting gain or loss being recognised in the income statement. Any retained interest in the investment at the date when significant influence or joint control is lost is recognised at fair value on initial recognition of a financial asset or, when appropriate, treated as the deemed cost on initial recognition of an investment in an associate.
Any gain or loss on the dilution of an interest in an equity accounted investee is calculated as the difference between the carrying amounts of the investment in the equity accounted investee, immediately before and after the transaction that resulted in the dilution and is recognised in the income statement.
Intangible Assets
Intangible assets arising on business combinations are carried at cost less impairment. Amortisation of intangible assets is recognised in profit or loss on a straight-line basis over their estimated useful life from the date that they are available for use.
Currency Translation
Foreign Currency Transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to the functional currency at the foreign exchange rates ruling at the date that the values are determined.
Foreign Operations
Exchange differences arising from the translation of the net investment in foreign operations are taken to the foreign currency translation reserve. Cumulative exchange differences are subsequently released to the income statement upon disposal or partial disposal. On consolidation, the balance sheets of foreign subsidiaries are translated at the closing rate and the income statement and statement of comprehensive income are translated at the transaction date rates or at an average rate for the year where this is a reasonable approximation.
Revenue Recognition
Rental income, including fixed stepped rent, is recognised in the income statement on a straight-line basis over the lease term. Tenant lease incentives, including rent-free periods granted and cash contributions paid, which are an integral part of securing leases, are amortised as a reduction of rental income over the lease term. Surrender premiums that are paid by the Group to tenants to vacate a property are also treated as lease incentives if the surrender results in an enhanced future rental income stream. Licence fee income from customers of the London Serviced Office portfolio is recognised on a basis consistent with rental income from other tenants of the Group, albeit shorter term in nature. Room-hire income of this portfolio is recognised at the fair value of the consideration receivable once the room has been availed of.
Contingent rents are recognised as they arise. Rent reviews are recognised as income or as a reduction thereof from the date it is probable that the revised terms will be agreed. Surrender premiums paid by the tenant to terminate a lease early are recognised immediately in the income statement.
Other income includes service fees, management fees and other general property related income. Service fee income is recognised when the services have been rendered by the Group, the associated costs and recharge margin on those costs can be measured reliably and with reference to the stage of completion of the service. Management fees receivable from joint ventures are recognised in other income during the year in which the services are rendered and specific performance fees are recognised when the conditions are satisfied. All sources of other income are only recognised when it is probable that the economic benefits will flow to the Group.
Dividends from listed property investments are recognised on the date the Group's right to receive payment is established.
Interest earned on loans receivable and on cash invested is recognised on an accruals basis using the effective interest rate method.
Service Charges
Where the Group invoices budgeted service charges to tenants, amounts received are not recognised as income as the risks in relation to the subsequent provision of actual goods and services are primarily borne by the tenants during the service charge period. Consequently, amounts received are recognised as a liability on the balance sheet and reduced by the actual service charge expenditure incurred. Any non-recoverable service charge expenses suffered by the Group, as a result of void or capped units, are included within rental expense in the income statement.
Employee Benefits and Share-Based Payments
Employee benefits, such as salaries and other benefits, are accounted for on an accruals basis over the period during which employees have provided services. Bonuses are recognised to the extent that the Group has a legal or constructive obligation to its employees that can be measured reliably.
Share-based incentives are provided to certain employees and Executive Directors for services rendered. The Group's share-based payments are all equity-settled. The fair value of each award granted is calculated at the grant date, using the Monte Carlo and Black-Scholes valuation methodologies. The fair value is not subsequently re-measured and is recognised in the share based payment reserve in equity on a straight-line basis over the vesting period as adjusted for the Group's estimate of the awards that will eventually vest at each reporting date. The corresponding compensation cost is recognised as an administrative expense over the vesting period.
At the end of the performance period, a reserves transfer occurs with no further charge reflected in the income statement.
Income Tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the consolidated income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income.
Current tax is based on taxable profit or loss for the year and is calculated using tax rates that have been enacted or substantively enacted by the reporting date. Taxable profit differs from net profit as reported in the income statement because it excludes items of income that are not taxable or expenses that are not tax deductible.
Deferred tax is recognised using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their relative tax base. The amount of deferred tax provided is based on the expected manner of realisation or settlement, using tax rates enacted or substantively enacted at the reporting date.
The following temporary differences are not provided for: those arising from goodwill not deductible for tax purposes; those arising from the initial recognition of assets or liabilities that affect neither accounting or taxable profit; and those relating to investments in subsidiaries and joint ventures where the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised and is reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax liabilities are provided only to the extent that there are not sufficient tax losses to shield the charge.
Investment Property
In accordance with IAS 40, Paragraph 14, judgement may be required to determine whether a property qualifies as investment property. The Group has developed criteria so that it can exercise judgement consistently in recognising investment property, namely: property held for long-term capital appreciation; property owned (or held under finance leases) and leased out under one or more operating leases; and property that is being developed for future use as investment property. The recognition and classification of property as investment property principally assumes that the Group:
- does not retain significant exposure to the variation in cash flows arising from the underlying operations of tenants; and
- will recover the carrying value through continuing rental income streams and longer-term capital appreciation.
Investment properties are initially recognised at cost, including directly attributable transaction costs, and subsequently measured at fair value. The portfolios are valued on a bi-annual basis by external, independent and professionally qualified valuers, having recent experience in the location and category of the property being valued. The fair values are based on market values, being the estimated amount for which the property could be exchanged on a highest and best use basis between a willing buyer and seller in an arm's length transaction.
The valuations are determined by considering comparable and timely market transactions for sales and lettings and having regard for the current leases in place. In the case of lettings, this includes consideration of the aggregate net annual market rents achievable for the property and associated costs. A yield which reflects the risks inherent in the future cash flows is applied to the net annual rents to arrive at the property valuation.
The bi-annual valuations of investment property are based upon estimates and subjective judgements that may vary materially from the actual values and sales prices that may be realised by the Group upon ultimate disposal. The critical assumptions made in determining the valuations have been included in Note 14 to the financial statements.
In determining fair value, the market value of the property as determined by the independent valuers is reduced by the carrying amount of tenant lease incentives and increased by the carrying amount of fixed head leases.
Gains or losses arising from changes in the fair value of investment property are included in the income statement in the year in which they arise.
Subsequent expenditure is capitalised to investment property when the expenditure incurred enhances the future economic benefits associated with the property, such as enhanced future rental income, capital appreciation or both. Contributions to tenant refurbishments under lease arrangements are treated as tenant lease incentives and amortised against rental income over the term of the lease.
As the fair value model is applied, property under construction or redevelopment for future use as investment property continues to be measured at fair value unless the fair value cannot be measured reliably and the property is measured at cost. All finance costs directly associated with the acquisition and construction of a qualifying development property are capitalised during the period of active development until practical completion. The rate applied is the actual rate payable on specific borrowings or the weighted average cost of debt of the Group for development spend that is financed out of general funds.
Acquisition and disposals of investment property are recognised when significant risks and rewards attached to the property have transferred to, or from, the Group. This will ordinarily occur on exchange of contracts unless there are significant conditions pending completion. Such transactions are recognised when these conditions are satisfied. The profit or loss on disposal of investment property is recognised separately in the income statement and is the difference between the net sales proceeds and the opening fair value asset plus any capital expenditure during the period to disposal.
A property ceases to be recognised as investment property and is transferred at its fair value to property held for sale when it meets the criteria of IFRS 5.
Property held by the Group under long term leases is also treated as investment property in line with IAS 40 'Investment Property' ("IAS 40"). The Group's leasehold interests are classified as either finance or operating leases dependent on whether the risks and rewards of ownership of the property have substantially transferred to the Group. Finance leases are recognised as both an asset and a liability and are measured at the lower of fair value and the present value of any future minimum lease payments. The finance lease obligation to the superior leaseholder is recognised within borrowings on the balance sheet. Lease payments are apportioned between the finance charges and the capital reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability over the lease term. Finance charges are charged through profit or loss as they arise. Operating lease payments are charged to the income statement as a rental expense on a straight-line basis over the lease term.
Property, plant and equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group. Depreciation is calculated to write off the cost of items less their estimated residual values using the straight line method over their estimated useful lives and is generally recognised in profit or loss. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Property, plant and equipment are depreciated over a period of between two to five years.
Financial Instruments - recognition, classification and measurement
Non-derivative financial instruments
A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised when the Group's contractual rights to the cash flows from those assets expire or when the Group transfers the assets to another party without retaining control or substantially all risks and rewards of ownership. Regular way purchases and sales of financial assets are accounted for at trade date. Financial liabilities are derecognised when the Group's obligations specified in the contract expire.
Non-derivative financial instruments are recognised initially at fair value plus, for those instruments not designated at fair value through profit or loss, any directly attributable transaction costs. Non-derivative financial instruments comprise investments in equity securities, trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables. Loan receivables and payables are subsequently measured at amortised cost using the effective interest rate method.
Investments at fair value through profit or loss
An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Financial instruments are designated as fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on their fair value. Upon initial recognition, attributable transaction costs are recognised in profit or loss as incurred. Financial instruments at fair value through profit or loss comprise equity securities and are measured at fair value with changes therein at each reporting date recognised in the income statement. Fair values are determined by reference to their quoted bid price at the reporting date.
Derivative financial instruments
The Group holds derivative financial instruments to manage its interest rate risk exposures. Derivatives are recognised initially at fair value on the date the Group becomes party to the contract; any attributable transaction costs are recognised in the income statement as incurred. Derivatives are subsequently re-measured to fair value at each reporting date, and changes therein are accounted for in the income statement and presented under change in fair value of derivative financial instruments. The Group does not apply hedge accounting.
Impairment of financial assets
Financial assets not carried at fair value through profit or loss are assessed at each reporting date to determine whether there is objective evidence of impairment. A financial asset is impaired if objective evidence indicates that a loss event has occurred and factors include: adverse changes in the payment status of a debtor or issuer; default or delinquency by a debtor; restructuring of an amount due on terms that the Group would not consider otherwise; potential bankruptcy of a debtor or issuer; and economic conditions that correlate with defaults or the disappearance of an active market for a security.
An impairment loss is calculated as the difference between the carrying amount of the financial asset and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. When a subsequent event objectively causes the amount of impairment loss to decrease, the decrease in impairment loss is calculated on a basis consistent with the impairment charge but the carrying value after any reversal must not exceed the original carrying value.
Impairment losses and reversals are recognised in the income statement and reflected in an allowance account against loans and receivables. Finance income on impaired interest-bearing assets continues to be recognised.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash balances on hand, cash deposited with financial institutions and short term call deposits. Cash and cash equivalents are recognised at fair value and have maturities of less than three months. Restricted cash comprises cash deposits that are restricted until the fulfilment of certain conditions.
Non-Current Assets and Disposal Groups Held for Sale
A non-current asset or a disposal group (comprising assets and liabilities) is classified as held for sale if it is expected that the carrying value will be recovered by the Group principally through sale rather than through continuing use and the sale is highly probable. The asset or disposal group must be available for immediate sale, be actively marketed at a reasonable approximation to fair value and the sale must have the appropriate level of management commitment. The sale may complete beyond a period of one year from classification so long as there is sufficient evidence of a firm commitment from both parties and the circumstances of the delay are beyond the Group's control.
Where there is commitment to a sale plan involving the loss of control of a subsidiary, the loss of joint control of a joint venture or significant influence over a joint venture and the criteria set out above are met, the Group classifies all the assets and liabilities of that subsidiary or the equity accounted investment in the joint venture or associate as held for sale. This classification is appropriate regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale. Where significant influence over an associate will not be lost, only that portion of the investment for which there is a commitment to sell shall be reclassified as held for sale.
On initial classification as held for sale, non-current assets and disposal groups are ordinarily measured at the lower of the previous carrying amount and fair value less costs to sell, with any adjustments recognised in the income statement and subsequently re-measured at each reporting date. Certain assets such as financial assets within the scope of IAS 39 and investment property in the scope of IAS 40 continue to be measured in accordance with those standards.
Gains and losses on re-measurement and impairment losses subsequent to classification as held for sale are presented within continuing operations in the income statement, unless they meet the definition of a discontinued operation. Non-current assets held for sale are presented separately under current assets on the balance sheet. Comparatives are not reclassified.
Borrowings
Interest-bearing borrowings are recognised initially at fair value less directly attributable transaction costs. Any difference between the transaction price and the deemed fair value of the borrowing is treated as a gain or loss in the income statement when the determination of fair value is based on observable inputs. Subsequent to initial recognition, interest-bearing borrowings are measured at amortised cost. Any differences between cost and the redemption value as a result of transaction costs incurred or fair value adjustments are recognised in the income statement over the contractual term of the borrowings on an effective interest rate basis.
A financial liability is derecognised when it is extinguished. This may happen when:
- full repayment is made to the lender;
- the borrower is legally released from primary responsibility for the financial liability; or
- where there is an exchange of debt instruments with substantially different terms or a substantial modification to the existing terms of a debt instrument.
In the event of a substantial modification of terms, any difference between the carrying amount of the original liability and the consideration paid is recognised in the income statement. The consideration paid includes non-financial assets transferred and the assumption of liabilities, including the new modified financial liability. The modified borrowing is recognised initially at fair value and subsequently carried at amortised cost under the effective interest rate method. Any costs or fees incurred are recognised as part of the gain or loss on extinguishment.
Where existing borrowings are exchanged for new or amended borrowings and the terms are not substantially different, the new borrowings are recognised initially at the carrying amount of the existing borrowings. Any costs or fees incurred adjust the carrying amount of the borrowings and are amortised over the remaining term.
Ongoing finance costs and debt servicing payments are recognised in the income statement on an accruals basis, using the effective interest rate method.
Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected cash flows to present value using an appropriate discount rate that reflects the risks specific to the liability.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Capital commitments are disclosed when the Group has a contractual future obligation to a third party which has not been provided for at the balance sheet date.
Share Capital
Ordinary share capital
Ordinary shares are classified as equity. External costs directly attributable to the issue of new shares, net of tax, are shown as a deduction from any recognised share premium.
Where the Company's own equity instruments are purchased as the result of a share buy-back, the consideration paid by the Group, including any directly attributable incremental costs net of tax, is deducted from equity attributable to the owners as treasury shares until the shares are cancelled or reissued.
Dividends
Dividends to shareholders are recognised when they become legally payable. In the case of interim dividends, this is when the dividends are declared and paid by the Board.
Earnings per Share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is determined by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding adjusted for the effects of all dilutive potential ordinary shares.
In line with the JSE Listing Requirements, the Group also presents headline earnings per share.
Segmental Reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and in respect of which it may incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. An operating segment's operating results are reviewed regularly by the Chief Operating Decision Maker to inform decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available as disclosed in Note 3.
3. Segmental Reporting
As required by IFRS 8 'Operating Segments' ("IFRS 8"), the information provided to the Board, which is the Chief Operating Decision Maker, has been classified into the following segments:
UK Commercial: The Group's portfolio of Greater London and regional offices,
London serviced offices, roadside service stations and logistics
distribution centres;
UK Retail: The Group's portfolio of shopping centres, retail parks and
other high street retail assets;
UK Hotels: The Group's hotel portfolio comprising 18 predominantly limited-service
branded hotels (nine of which were acquired as part of the
IHL transaction - refer to Note 9):
* five Travelodge branded and externally managed
hotels; and
* thirteen RBH managed hotels, of which ten are
Holiday-Inn Express, two Hilton branded and one
Crowne Plaza.
The Group's hotel interests also include the 25.3 per cent
investment in RBH (an additional 5.1 per cent, previously
classified as held for sale, was disposed on 14 February 2018).
RBH is an independent hotel management company engaged in
developing and managing a diverse portfolio of hotels in partnership
with reputable international hotel brands;
Europe: The Group's portfolio in Germany, comprising of shopping centres,
discount supermarkets and retail parks. On 29 December 2017,
the Group disposed of its interests in the Leopard Portfolio
which comprised 66 retail properties, being a mixture of stand-alone
supermarkets, food-store anchored retail parks and cash and
carry stores. In the prior period, the Group's interests also
included Government-let offices until 1 January 2017; and
Other: The Group's holding and management companies that carry out
the head office and centralised asset management activities
of the Group.
Management information, as presented to the Chief Operating Decision Maker, is prepared on a proportionately consolidated basis. Segmental reporting is therefore reported in line with management information, with the Group's share of joint ventures presented line-by-line. Joint venture adjustments are disclosed to reconcile segmental performance and position to the consolidated financial statements.
Segmental income statement Joint
for the year ended 31 August 2018 UK UK UK venture IFRS
Commercial Retail Hotels Europe Other Total adj total
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Continuing operations
Revenue
Rental income 31.3 38.4 24.5 17.8 - 112.0 (1.8) 110.2
Other operating income 1.1 - - - 0.7 1.8 - 1.8
Total revenue 32.4 38.4 24.5 17.8 0.7 113.8 (1.8) 112.0
---------------------------------------------- ----------- ------- ------- ------ ----- ------ -------- ------
Rental income 31.3 38.4 24.5 17.8 - 112.0 (1.8) 110.2
Rental expense (4.5) (2.8) (1.3) (2.7) - (11.3) 0.2 (11.1)
---------------------------------------------- ----------- ------- ------- ------ ----- ------ -------- ------
Net rental income 26.8 35.6 23.2 15.1 - 100.7 (1.6) 99.1
Other operating income 1.1 - - - 0.7 1.8 - 1.8
Gain/(loss) on revaluation of investment
property 24.3 (26.1) 6.2 6.2 - 10.6 0.2 10.8
Gain on revaluation of investment property
held for sale 0.9 - - - - 0.9 - 0.9
Gain/(loss) on disposal of investment property 1.6 - - (0.1) - 1.5 - 1.5
Gain on disposal of investment property held
for sale 1.8 - - - - 1.8 - 1.8
Net gain/(loss) on disposal of subsidiaries 1.2 (1.9) - 16.1 - 15.4 - 15.4
Net gain/(loss) on acquisition of subsidiaries (1.1) - 5.5 - - 4.4 - 4.4
Loss on disposal of other non-current assets
held for sale - - (0.1) - - (0.1) - (0.1)
Foreign exchange loss - - - - (0.8) (0.8) - (0.8)
Finance income on loans to joint ventures - - - - - - 0.3 0.3
Other underlying finance income - - - - 0.3 0.3 - 0.3
Finance expense (7.1) (15.0) (5.1) (2.9) - (30.1) 0.8 (29.3)
Other finance expense (0.1) - - (0.5) - (0.6) - (0.6)
Change in fair value of derivative financial
instruments 2.4 2.8 0.9 0.7 - 6.8 (0.7) 6.1
Reversal of impairment of loan to joint
venture 0.1 - - - - 0.1 - 0.1
Loss on sale of joint venture interests - - - (0.1) - (0.1) - (0.1)
Share of post-tax profit from associate - - 0.3 - - 0.3 - 0.3
Total per reportable segments 51.9 (4.6) 30.9 34.5 0.2 112.9 (1.0) 111.9
Unallocated income and expenses: (1)
Administrative costs and other fees (14.4) 0.2 (14.2)
Amortisation of intangible assets (0.3) - (0.3)
Profit before tax 98.2 (0.8) 97.4
Taxation (1.3) 0.2 (1.1)
---------------------------------------------- ----------- ------- ------- ------ ----- ------ -------- ------
96.9 (0.6) 96.3
Joint venture adjustments:
Movement of losses restricted in joint ventures(2) (0.6) 0.6 -
IFRS profit for the year 96.3 - 96.3
------------------------------------------------------ ----- --- ----
(1) Unallocated income and expenses are items earned or incurred centrally which are neither directly attributable nor can be reasonably allocated to individual segments.
(2) As detailed in Note 16, the Group's joint venture interest in the Esplanade has been reduced to GBPNil in the financial statements in line with IAS 28. On a proportionate basis, the Group's share in the net liabilities of the Esplanade are recognised line-by-line. Movements in the losses of the Esplanade that are not recognised on an equity accounted basis during each reporting period are presented to reconcile segmental information to the IFRS statements.
Joint
UK UK UK venture IFRS
Other segmental information Commercial Retail Hotels Europe Other Total adj total
for the year ended 31 August 2018 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------------------------- ----------- ------- ------- ------- ----- ----- -------- ------
Inter-segmental revenue and expense:
Management fee income - - - - 5.7 5.7 - 5.7
Management fee expense (1.6) (1.6) (0.6) (1.3) (0.6) (5.7) - (5.7)
(1.6) (1.6) (0.6) (1.3) 5.1 - - -
------------------------------------- ----------- ------- ------- ------- ----- ----- -------- ------
Inter-segmental revenue and expense relate to intercompany investment management fees that eliminate on consolidation.
Joint
UK UK UK venture IFRS
Segmental balance sheet Commercial Retail Hotels Europe Total adj total
as at 31 August 2018 GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------------------------- ----------- ------- ------- ------- ------- -------- -------
Investment property 515.9 485.4 364.1 258.0 1,623.4 (25.4) 1,598.0
Investment in associate - - 9.1 - 9.1 - 9.1
Trade and other receivables 4.0 6.7 1.7 3.9 16.3 (0.5) 15.8
Cash and cash equivalents 20.1 9.9 7.5 5.1 42.6 (0.8) 41.8
Borrowings, including finance leases (199.8) (309.1) (164.9) (131.4) (805.2) 15.6 (789.6)
Trade and other payables (9.0) (11.4) (2.6) (2.3) (25.3) 0.6 (24.7)
Segmental net assets 331.2 181.5 214.9 133.3 860.9 (10.5) 850.4
Unallocated assets and liabilities:
Other non-current assets 1.3 - 1.3
Trade and other receivables 2.5 - 2.5
Cash and cash equivalents 17.2 - 17.2
Net derivative financial instruments (4.6) 2.8 (1.8)
Deferred tax (10.1) 0.6 (9.5)
Trade and other payables (2.4) - (2.4)
Current tax liabilities (2.0) - (2.0)
862.8 (7.1) 855.7
Joint venture adjustments:
Investment in joint ventures - 1.9 1.9
Loans to joint ventures - 5.2 5.2
IFRS net assets 862.8 - 862.8
------------------------------- ----- --- -----
(1) As detailed in Note 16, the Group's interest in the Esplanade is carried at GBPNil in the financial statements in line with IAS 28. On a proportionate basis, the Group's share in the net liabilities of the Esplanade are recognised line-by-line. At 31 August 2018, cumulative losses equalled the Group's net investment in the joint venture (31 August 2017: exceeded by GBP0.7 million).
Joint
UK UK UK venture IFRS
Other segmental information Commercial Retail Hotels Europe Total adj total
as at 31 August 2018 GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------------------- ----------- ------- ------- ------ ----- -------- ------
Additions to investment property during the year per reportable segment:
Business combinations (Note 9) 161.7 - 115.4 - 277.1 - 277.1
Acquisition of property 20.9 - - - 20.9 - 20.9
Capitalised expenditure 1.0 4.0 3.2 5.9 14.1 - 14.1
Capitalised finance costs - - - 0.7 0.7 - 0.7
183.6 4.0 118.6 6.6 312.8 - 312.8
------------------------------- ----------- ------- ------- ------ ----- -------- ------
Segmental income statement Joint
for the year ended 31 August 2017 UK UK UK venture IFRS
Commercial Retail Hotels Europe Other Total adj total
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Continuing operations
Revenue
Rental income 24.8 39.8 14.8 23.7 - 103.1 (5.9) 97.2
Other operating income(1) - - - 0.1 2.6 2.7 2.0 4.7
Distributions from investment at fair value - - 0.2 - - 0.2 - 0.2
Total revenue 24.8 39.8 15.0 23.8 2.6 106.0 (3.9) 102.1
---------------------------------------------- ----------- ------- ------- ------ ----- ------ -------- ------
Rental income 24.8 39.8 14.8 23.7 - 103.1 (5.9) 97.2
Rental expense (1.0) (5.1) - (3.5) - (9.6) 0.6 (9.0)
---------------------------------------------- ----------- ------- ------- ------ ----- ------ -------- ------
Net rental income 23.8 34.7 14.8 20.2 - 93.5 (5.3) 88.2
Other operating income(1) - - - 0.1 2.6 2.7 2.0 4.7
Gain/(loss) on revaluation of investment
property 27.8 (21.2) 6.6 (3.3) - 9.9 0.9 10.8
Loss on revaluation of investment property
held for sale - (3.9) - - - (3.9) - (3.9)
Gain on disposal of investment property 5.9 3.3 - - - 9.2 - 9.2
Gain on disposal of investment property held
for sale 0.9 - - 0.6 - 1.5 - 1.5
Distributions from investment at fair value - - 0.2 - - 0.2 - 0.2
Loss on revaluation of investment at fair
value - - (0.3) - - (0.3) - (0.3)
Finance income on loans to joint ventures - - - - - - 2.7 2.7
Other underlying finance income - - - - 0.7 0.7 - 0.7
Finance expense (6.3) (15.6) (3.3) (4.5) - (29.7) 1.3 (28.4)
Other finance income and expense (0.1) (6.3) - 0.3 (0.1) (6.2) (0.3) (6.5)
Change in fair value of derivative financial
instruments 2.8 2.2 (0.7) 1.3 - 5.6 (1.1) 4.5
Group gain on sale of joint venture interests - - - 5.6 - 5.6 (0.7) 4.9
Joint venture loss on sale of subsidiaries - - - (0.7) - (0.7) 0.7 -
Impairment of investment in associate - - (0.5) - - (0.5) - (0.5)
Share of post-tax profit from associate - - 1.1 - - 1.1 - 1.1
Transfer of foreign currency translation on
disposal of joint venture interest - - - 2.0 - 2.0 - 2.0
Total per reportable segments 54.8 (6.8) 17.9 21.6 3.2 90.7 0.2 90.9
Unallocated income and expenses:(2)
Administrative costs and other fees(1) (15.6) 0.3 (15.3)
Amortisation of intangible assets (0.2) - (0.2)
Profit before tax 74.9 0.5 75.4
Taxation (4.4) 0.5 (3.9)
---------------------------------------------- ----------- ------- ------- ------ ----- ------ -------- ------
70.5 1.0 71.5
Joint venture adjustments:
Movement of losses restricted in joint ventures(3) (0.9) 0.9 -
Reversal of impairment of loans to joint ventures - 0.4 0.4
Share of post-tax loss from joint ventures - (2.3) (2.3)
IFRS profit for the year 69.6 - 69.6
------------------------------------------------------ ----- ----- -----
(1) Other operating income includes management fee income from joint ventures. On a proportionate basis, and for segmental reporting purposes, the Group share of the total joint venture investment management expense has been reclassified from administrative costs and other fees.
(2) Unallocated income and expenses are items earned or incurred centrally which are neither directly attributable nor can be reasonably allocated to individual segments.
(3) As detailed in Note 16, the Group's interest in the Esplanade has been reduced to date to GBPNil in the financial statements in line with IAS 28. On a proportionate basis, the Group's share in the net liabilities of the Esplanade are recognised line-by-line. Movements in the losses of the Esplanade that are not recognised on an equity accounted basis during each reporting period are presented to reconcile segmental information to the IFRS statements.
Joint
UK UK UK venture IFRS
Other segmental information Commercial Retail Hotels Europe Other Total adj total
for the year ended 31 August 2017 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------------------------- ----------- ------- ------- ------- ----- ----- -------- ------
Inter-segmental revenue and expense:
Management fee income - - - - 6.9 6.9 - 6.9
Management fee expense (2.3) (1.6) (0.1) (1.4) (1.5) (6.9) - (6.9)
(2.3) (1.6) (0.1) (1.4) 5.4 - - -
------------------------------------- ----------- ------- ------- ------- ----- ----- -------- ------
Inter-segmental revenue and expense relate to intercompany investment management fees that eliminate on consolidation.
Joint
UK UK UK venture IFRS
Segmental balance sheet Commercial Retail Hotels Europe Total adj total
as at 31 August 2017 GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------------------------------------ ----------- ------- ------- ------- ------- -------- -------
Investment property 355.7 507.5 239.3 418.0 1,520.5 (25.6) 1,494.9
Investment at fair value through profit or loss - - 8.5 - 8.5 - 8.5
Investment in associate - - 9.4 - 9.4 - 9.4
Trade and other receivables 3.6 7.8 0.8 7.8 20.0 (0.4) 19.6
Cash and cash equivalents 28.1 5.2 5.0 5.3 43.6 (0.6) 43.0
Non-current assets held for sale 9.3 12.9 1.5 3.6 27.3 - 27.3
Borrowings, including finance leases (188.9) (317.3) (113.1) (218.8) (838.1) 16.3 (821.8)
Trade and other payables (2.9) (9.4) (1.2) (4.3) (17.8) 0.8 (17.0)
Segmental net assets 204.9 206.7 150.2 211.6 773.4 (9.5) 763.9
Unallocated assets and liabilities:
Other non-current assets 1.2 - 1.2
Trade and other receivables 4.3 - 4.3
Cash and cash equivalents 9.8 - 9.8
Net derivative financial instruments (10.9) 3.5 (7.4)
Deferred tax (10.8) 0.4 (10.4)
Trade and other payables (4.2) - (4.2)
Current tax liabilities (1.2) - (1.2)
761.6 (5.6) 756.0
Joint venture adjustments:
Joint venture non-controlling interest (0.1) 0.1 -
Cumulative losses restricted in joint ventures (1) 0.7 (0.7) -
Investment in joint ventures - 1.9 1.9
Loans to joint ventures - 4.3 4.3
IFRS net assets 762.2 - 762.2
----------------------------------------------------- ----- ----- -----
(1) As detailed in Note 16, the Group's interest in the Esplanade has been reduced to date to GBPNil in the financial statements in line with IAS 28. On a proportionate basis, the Group's share in the net liabilities of the Esplanade are recognised line-by-line. The cumulative losses of this joint venture not recognised on an equity accounted basis at the reporting date are presented to reconcile segmental information to the IFRS statements.
Joint
UK UK UK venture IFRS
Other segmental information Commercial Retail Hotels Europe Total adj total
as at 31 August 2017 GBPm GBPm GBPm GBPm GBPm GBPm GBPm
----------------------------------------------- ----------- ------- ------- ------ ----- -------- ------
Additions to investment property during the year per reportable segment:
Capitalised expenditure 1.0 3.5 2.9 12.2 19.6 - 19.6
Capitalised finance costs and debt issue costs - - 0.2 0.3 0.5 - 0.5
Acquisition of control of former joint venture - - - 80.8 80.8 75.0 155.8
----------------------------------------------- ----------- ------- ------- ------ ----- -------- ------
1.0 3.5 3.1 93.3 100.9 75.0 175.9
----------------------------------------------- ----------- ------- ------- ------ ----- -------- ------
4. Rental INcome
31 August 31 August
2018 2017
GBPm GBPm
---------------------------------------------------- --------- ---------
Gross lease payments from third parties 88.2 83.2
Gross lease payments from related parties (Note 32) 22.0 14.0
---------------------------------------------------- --------- ---------
Rental income 110.2 97.2
---------------------------------------------------- --------- ---------
The future aggregate minimum rent receivable under non-cancellable operating leases at the balance sheet date are as follows:
Not later than one year 104.8 98.0
Later than one year not later than five years 312.2 329.8
Later than five years 351.5 347.7
---------------------------------------------- ----- -----
768.5 775.5
---------------------------------------------- ----- -----
5. RENTAL EXPENSE
31 August 31 August
2018 2017
GBPm GBPm
------------------------------------------------- --------- ---------
Non-recoverable service charge 3.3 4.1
Direct property operating expenses 4.9 4.7
Operating lease expense (1) 1.4 -
Letting costs 0.6 0.2
Serviced office portfolio direct staff and sales
costs 0.9 -
Rental expense 11.1 9.0
------------------------------------------------- --------- ---------
(1) Refer to Note 22 for the undiscounted future minimum lease obligations under non-cancellable operating leases at reporting date.
6. Other OPERATING Income
31 August 31 August
2018 2017
GBPm GBPm
------------------------------------------------------------ --------- ---------
Service fee income 1.8 -
Service fee expense (0.8) -
------------------------------------------------------------ --------- ---------
Service fee margin (1) 1.0 -
Management fees from joint ventures - including Performance
Fee (2) (Note 32) 0.1 3.8
Insurance rebates 0.3 0.4
Salary recharges 0.3 0.3
Other property related income 0.1 0.2
Other income 1.8 4.7
------------------------------------------------------------ --------- ---------
(1) Service fees relates to recoverable costs incurred by the Group in the newly acquired serviced office portfolio that are recharged to tenants at a margin.
(2) The Group was responsible for the investment management of the property portfolio of the Wichford VBG Holding S.à.r.l. joint venture. The Group was incentivised during the investment period by a Performance Fee dependent upon the internal rate of return achieved on disposal which occurred during the year ended 31 August 2017.
7. ADMINISTRATIVE COSTS and other fees
31 August 31 August
2018 2017
GBPm GBPm
------------------------------------------------------- --------- ---------
Staff costs 6.3 5.5
Professional fees 2.9 2.7
Share-based payments (Note 27) 1.0 1.0
General administrative expenses 3.4 4.5
Investment management fees to related party (Note
32) 0.6 -
Non-recurring costs:
Investment management fees to third parties (including
termination fee) - 1.6
Administrative costs and other fees 14.2 15.3
------------------------------------------------------- --------- ---------
8. DISPOSAL of subsidiaries
The impact of corporate disposals during the year and the related net cash inflow is presented below:
Lochside View, Edinburgh Paragon 31 August
GBPm Square, Hull Leopard Portfolio 2018
GBPm GBPm GBPm
-------------------------------------- ------------------------ ------------- ----------------- ---------
Carrying value of net assets disposed
Investment property (11.2) (12.9) (158.4) (182.5)
Trade and other receivables (0.4) - (0.2) (0.6)
Cash and cash equivalents (0.2) - (1.6) (1.8)
Borrowings - - 73.1 73.1
Trade and other payables 0.2 0.2 0.8 1.2
-------------------------------------- ------------------------ ------------- ----------------- ---------
Net assets disposed (11.6) (12.7) (86.3) (110.6)
Consideration received (1) 13.0 11.0 103.6 127.6
Transaction costs (1) (0.2) (0.2) (1.2) (1.6)
-------------------------------------- ------------------------ ------------- ----------------- ---------
Net gain on disposal of subsidiary 1.2 (1.9) 16.1 15.4
-------------------------------------- ------------------------ ------------- ----------------- ---------
(1) Net cash received at 31 August 2018 was GBP126.2 million as transaction costs on the Lochside disposal had not been paid at the reporting date.
The Leopard Portfolio was comprised of 66 retail properties - a mixture of stand-alone supermarkets, food-store anchored retail parks and cash and carry stores. On 29 December 2017, the Group disposed of all but one of the property-owning subsidiaries of the Leopard Portfolio to an external party for GBP103.6 million (EUR116.6 million), after the deduction of transaction costs of GBP1.2 million (EUR1.3 million). On the date of sale, the carrying value of investment property within these subsidiaries was GBP158.4 million (EUR178.4 million), on which GBP73.1 million (EUR82.3 million) of bank debt was secured. The net assets of the target group on the date of sale was GBP86.3 million (EUR97.2 million) and the Group recognised a gain on disposal of GBP16.1 million (EUR18.1 million). The investment property of the remaining property-owning entity was acquired by the same party by way of a direct asset sale (see Note 14).
Redefine Paragon Square Limited, a wholly owned subsidiary of the Group, owned the House of Fraser department store in Hull. On 15 November 2017, the Group disposed of this subsidiary for GBP11.0 million. The net assets of the subsidiary were GBP12.7 million on disposal and the Group recognised a loss of GBP1.9 million in the income statement, after transaction costs. Net cash received at the balance sheet date, after transactions costs paid, was GBP10.8 million.
Redefine Lochside View Edinburgh Limited, a wholly owned subsidiary of the Group, owned a regional office in Edinburgh. On 31 August 2018, the Group disposed of this subsidiary for GBP13.0 million subject to a completion adjustment. The net assets of the subsidiary were GBP11.6 million on disposal and the Group recognised a gain of GBP1.2 million in the income statement, after transaction costs. Net cash received at the balance sheet date was GBP13.0 million as transaction costs had not yet been paid.
No subsidiaries of the Group were disposed of during the year ended 31 August 2017.
9. BUSINESS COMBINATIONS
The impact of business combinations during the period and the net cash outflow is presented below:
31 August
LSO IHL 2018
GBPm GBPm GBPm
----------------------------------------------- ------ ------ ---------
Fair value of identifiable net assets acquired
Investment property 161.7 115.4 277.1
Trade and other receivables 0.9 1.9 2.8
Cash and cash equivalents 5.7 2.1 7.8
Borrowings (73.5) (54.4) (127.9)
Derivative financial instruments 0.4 (1.0) (0.6)
Trade and other payables (6.2) (2.2) (8.4)
----------------------------------------------- ------ ------ ---------
Net assets acquired 89.0 61.8 150.8
Consideration transferred:
* Equity (share-for-share exchange) - (19.3) (19.3)
* Cash(1) (71.2) (7.5) (78.7)
----------------------------------------------- ------ ------ ---------
(71.2) (26.8) (98.0)
Investment in associate (Note 17) - (13.5) (13.5)
Non-controlling interests proportionate share
of the identifiable net assets (Note 28) (17.8) (16.0) (33.8)
Transaction costs(1) (1.1) - (1.1)
----------------------------------------------- ------ ------ ---------
Net gain on business combinations (1.1) 5.5 4.4
----------------------------------------------- ------ ------ ---------
(1) Net cash paid at 31 August 2018 was GBP80.6 million including transaction costs and settlement of tax liabilities assumed of GBP0.8 million.
LSO
On 12 January 2018, RDI completed the corporate acquisition of 80 per cent of the issued share capital of St Dunstan's Hold Co Limited and LSO Services Limited ("LSO Portfolio"), for a consideration of GBP71.2 million. The LSO portfolio consists of the freehold and long-leasehold interests in four established high-quality flexible offices in London. This acquisition significantly enhanced the quality of the overall property portfolio of the Group with strong property fundamentals and reduced leverage. Our strategic partner, OSIT, operates the serviced office business of each property under management contracts, while the Group employs staff directly for the day-to-day operations.
It has been determined that the transaction constitutes a business combination after due consideration of the assets and related processes that have been assumed, notably the management contract with OSIT.
The fair value of the net assets acquired on 12 January 2018 was GBP89.0 million. OSIT's minority share of the identifiable net assets is GBP17.8 million. As the consideration was determined with reference to net asset value, the Group did not pay a premium or obtain a discount. Transaction costs of GBP1.1 million were incurred by the Group which have been expensed in the income statement within the net gain on business combinations. This portfolio has been classified as investment property in line with the Group's accounting policies. Receivables acquired were GBP0.9 million, all of which were fully collectable. Revenue from LSO since acquisition was GBP10.8 million comprising rental and net services income. Had the acquisition occurred on 1 September 2017, LSO would have generated GBP16.2 million assuming a consistent revenue stream throughout the year.
IHL
International Hotel Properties Limited ("IHL") is established as a hotel investment company and was listed on the Euro MTF market of the LuxSE and on the AltX of the JSE. IHL comprises nine limited service UK hotels and at 31 August 2017 the Group held a 17.2 per cent interest, classified as an investment at fair value through profit or loss (see Note 15). During the year, RDI submitted a proposal to the IHL board to increase its shareholding in IHL by way of a scheme of arrangement. RDI would acquire the shares of all scheme participants, being the minority interests (29.3 per cent) of IHL. IHL shareholder approval was obtained on 15 September 2017, at which point the transaction became subject only to Court approval. The Group was considered to have significant influence over IHL from this date and the investment was reclassified as an investment in associate (Note 17).
On 13 November 2017 and on fulfilment of all conditions precedent to the scheme of arrangement, the Group acquired 16.4 million shares in IHL from scheme participants and 1.9 million shares from Redefine Properties, increasing RDI's interest in IHL from 26.2 to 58.9 per cent. The value attributed to each IHL share was GBP1, settled in a share-for-share exchange with RDI shares at a value of 40.0 pence. 45.9 million RDI shares were issued in total representing gross consideration of GBP18.3 million. On 17 November 2017, 8.5 million shares in IHL were purchased at GBP1 per share. Consideration for these shares was GBP7.5 million in cash and the issuance of 2.5 million RDI shares at 40.0 pence per share (GBP1.0 million in total). The transactions increased the Group's interests in IHL to 74.1 per cent. The residual 25.9 per cent non-controlling interest in IHL is held by one party, Southern Sun Africa ("TSogo Sun").
Since 13 November 2017, the Group has directed the operating and financial decisions of IHL and has been exposed to its variable returns. RDI acquired control of IHL on this date, which is also considered the acquisition date for the purposes of IFRS 3. The transaction has been accounted for as a business combination, having regard for the integrated set of assets, processes and outputs that were acquired and that are capable of producing a return for the Group.
The fair value of the net assets of IHL acquired on the acquisition date of 15 September 2017 was GBP61.8 million. The fair value of the cash and equity consideration transferred was GBP26.8 million, while the carrying value of the Group's associate interest was GBP13.5 million. TSogo Sun's proportionate share of the identifiable net assets was GBP16.0 million and, as a result, the Group has recognised a net gain on bargain purchase of IHL of GBP5.5 million. This represents the difference between the share price and swap ratio agreed with shareholders and the net assets based on a third-party valuation of the investment property at completion date. The gain has been recognised in the income statement within the net gain on business combinations. Minimal acquisition costs were incurred by the Group on account of the structuring of the transaction. RDI share issue costs have been recognised directly in equity as a reduction of share premium. The hotels acquired have been classified as investment property on initial recognition as outlined in Note 14. Receivables acquired were GBP1.9 million, all of which were settled subsequent to acquisition. Revenue from IHL since acquisition was GBP9.1 million.
10. OTHER income and expense
31 August 31 August
2018 2017
GBPm GBPm
------------------------------------------------------ --------- ---------
Distributions from investment at fair value - 0.2
Loss on revaluation of investment at fair value (Note
15) - (0.3)
Amortisation of intangible assets (Note 18) (0.3) (0.2)
Loss on disposal of other non-current assets held
for sale (Note 21) (0.1) -
Other income and expense (0.4) (0.3)
------------------------------------------------------ --------- ---------
11. FINANCE INCOME AND FINANCE EXPENSE
31 August 31 August
2018 2017
GBPm GBPm
------------------------------------------------------- --------- ---------
Finance income on loans to external parties 0.2 0.2
Finance income on loans to joint ventures (Note 32) 0.3 2.7
Finance income on loans to other related parties
(Note 32) 0.1 0.5
Finance income 0.6 3.4
Finance expense on secured bank loans (27.2) (25.8)
Interest capitalised to qualifying investment property
under development 0.7 0.4
Amortisation of debt issue costs (1.2) (1.3)
Accretion of fair value adjustments (0.8) (0.9)
Finance lease interest (0.8) (0.8)
------------------------------------------------------- --------- ---------
Finance expense (29.3) (28.4)
Net finance expense (28.7) (25.0)
------------------------------------------------------- --------- ---------
Interest is capitalised on the basis of the Group's weighted average cost of debt of 3.4 per cent (31 August 2017: 3.0 per cent) at the reporting date applied to the cost of property under development during the year.
12. Other Finance Expense
31 August 31 August
2018 2017
GBPm GBPm
---------------------------------------------------- --------- ---------
Aviva profit share:
- share of earnings for the period - 0.2
- re-measurement of financial liability - 1.3
Net change in fair value adjustments on substantial
modification of borrowings - 4.3
Write-off of unamortised debt issue costs 0.2 0.4
Other finance costs 0.4 0.3
Other finance expense 0.6 6.5
---------------------------------------------------- --------- ---------
Aviva profit share
As part of the Aviva debt restructure in 2013, Aviva retained the right to participate in 50 per cent of the income generated by Grand Arcade Shopping Centre, Wigan (after all costs, expenses and interest). The profit share participation right was recognised as a financial liability, initially at fair value and was subsequently measured at amortised cost. During the year ended 31 August 2017 the debt was again restructured and, following a break cost payment of GBP5.5 million to terminate the existing facility, the Group was released from the historic profit arrangement and, therefore, released the financial liability of GBP4.2 million. This resulted in a net charge of GBP1.3 million to the income statement. Aviva was entitled to GBP0.2 million of the net income of Grand Arcade Shopping Centre up to date of termination.
13. taxation
a) Tax recognised in the consolidated income statement:
31 August 31 August
2018 2017
GBPm GBPm
------------------------------------------------------- --------- ---------
Current income tax
Income tax in respect of current year 0.8 0.3
Adjustments in respect of prior years 0.8 0.1
Deferred tax
On revaluation of investment property 6.0 3.5
On non-UK losses (1.4) -
On derivatives (0.4) -
Reversal on disposal of Leopard portfolio (4.7) -
Tax charge for the year recognised in the consolidated
income statement 1.1 3.9
------------------------------------------------------- --------- ---------
There was GBPNil tax recognised in equity or other comprehensive income during the year (31 August 2017: GBPNil).
b) Reconciliation
The tax rate for the year is lower than the average standard rate of corporation tax in the UK of 19 per cent (31 August 2017: 19.58 per cent). The differences are explained below:
31 August 31 August
2018 2017
GBPm GBPm
------------------------------------------------------------ --------- ---------
Profit before tax 97.4 73.5
Profit before tax multiplied by standard rate of
corporation tax 18.5 14.4
Effect of:
- Revaluation of investment property (1.0) 1.3
- Gain on disposal of investment property (0.7) (2.1)
- Gain on disposal of subsidiaries (2.9) -
- Gain on business combinations (0.9) -
- Loss on revaluation of investment at fair value - 0.1
- Debt fair value adjustments - 1.0
- Change in fair value of derivative financial instruments (1.6) (0.9)
- Income not subject to UK income tax (2.5) (3.4)
- REIT exempt property rental profits (8.3) (7.9)
- Losses utilised (0.1) (0.1)
- Non-UK losses carried forward (1.3) -
- Unutilised losses carried forward 0.1 0.7
- Impact of foreign tax 0.6 0.3
- Expenses not deductible for tax 0.4 0.4
- Adjustments in respect of prior periods 0.8 0.1
------------------------------------------------------------ --------- ---------
Tax charge for the year recognised in the consolidated
income statement 1.1 3.9
------------------------------------------------------------ --------- ---------
As shown in the reconciliation above, the effective tax rate of the Group was 1.1 per cent for the year ended 31 August 2018 (31 August 2017: 5.3 per cent).
The enactment of Finance (No. 2) Act 2015 and Finance Act 2016 reduced the main rate of corporation tax to 19 per cent with effect 1 April 2017. There will be a further reduction to 17 per cent from April 2020.
On 4 December 2013, the Group converted to a UK-REIT. As a result, the Group does not pay UK Corporation Tax on the profits and gains from qualifying rental business in the UK provided certain conditions are met. Non-qualifying profits and gains of the Group continue to be subject to corporation tax. The Directors intend the Group to continue as a REIT for the foreseeable future. As a result, deferred tax is no longer recognised on temporary differences relating to the UK property rental business which is within the REIT structure.
14. investment property
UK UK UK
Commercial Retail Hotels Europe(1) Total Freehold Leasehold
31 August 2018 GBPm GBPm GBPm GBPm GBPm GBPm GBPm
----------------------------------------- ----------- ------- ------- --------- ------- -------- ---------
Opening carrying value at
1 September 2017 344.1 507.5 239.3 404.0 1,494.9 1,239.7 255.2
Business combinations (Note
9) 161.7 - 115.4 - 277.1 104.9 172.2
Acquisition of property 20.9 - - - 20.9 20.9 -
Capitalised expenditure 1.0 4.0 3.2 5.9 14.1 4.0 10.1
Capitalised finance costs
(Note 11) - - - 0.7 0.7 - 0.7
Disposals through sale of
subsidiaries (Note 8) (11.1) - - (158.4) (169.5) (169.5) -
Disposals through the sale
of property (15.3) - - (6.0) (21.3) (20.3) (1.0)
Transfer to assets held for
sale (Note 21) (23.1) - - - (23.1) (23.1) -
Gain on revaluation of investment
property prior to reclassification
as held for sale 0.9 - - - 0.9 0.9 -
Transfer from assets held
for sale (Note 21) 0.9 - - 3.6 4.5 3.6 0.9
Gain/(loss) on revaluation
of investment property 24.6 (26.1) 6.2 6.1 10.8 16.0 (5.2)
Foreign exchange movement
in foreign operations - - - (12.0) (12.0) (11.3) (0.7)
-------- ---------
IFRS carrying value at 31
August 2018 504.6 485.4 364.1 243.9 1,598.0 1,165.8 432.2
Adjustments:
Minimum payments under head
leases
(Note 22) (1.9) (10.1) (0.4) (1.5) (13.9) - (13.9)
Tenant lease incentives (Note
19) 1.9 5.7 1.2 2.1 10.9 6.9 4.0
-------- ---------
Market value of Group portfolio
at 31 August 2018 504.6 481.0 364.9 244.5 1,595.0 1,172.7 422.3
----------------------------------------- ----------- ------- ------- --------- -------- ---------
Joint ventures
Share of joint venture investment
property (Note 16) 11.3 - - 14.1 25.4 25.4 -
----------------------------------------- ----------- ------- ------- --------- ------- -------- ---------
Market value of total portfolio
at 31 August 2018 (on a proportionately
consolidated basis) 515.9 481.0 364.9 258.6 1,620.4 1,198.1 422.3
----------------------------------------- ----------- ------- ------- --------- ------- -------- ---------
UK UK UK
Commercial Retail Hotels Europe(1) Total Freehold Leasehold
31 August 2017 GBPm GBPm GBPm GBPm GBPm GBPm GBPm
----------------------------------------- ----------- ------- ------- --------- ------- -------- ---------
Opening carrying value at
1 September 2016 407.3 541.9 229.6 217.6 1,396.4 1,052.2 344.2
Capitalised expenditure 1.0 3.5 2.9 12.2 19.6 7.0 12.6
Capitalised finance costs
and debt issue costs - - 0.2 0.3 0.5 0.2 0.3
Acquisition of control of
former joint venture (Note
33) - - - 155.8 155.8 155.8 -
Disposals through the sale
of property (42.6) (2.1) - - (44.7) (42.9) (1.8)
Transfer to non-current assets
held for sale (Note 21) (49.0) (16.8) - (9.7) (75.5) (65.3) (10.2)
Head lease movements (0.5) 2.2 - (0.1) 1.6 71.6 (70.0)
(Loss)/gain on revaluation
of investment property 27.9 (21.2) 6.6 (2.5) 10.8 32.1 (21.3)
Foreign exchange movement
in foreign operations - - - 30.4 30.4 29.0 1.4
-------- ---------
IFRS carrying value at 31
August 2017 344.1 507.5 239.3 404.0 1,494.9 1,239.7 255.2
Adjustments:
Non-current assets held for
sale (Note 21) 9.2 12.9 - 3.7 25.8 19.3 6.5
Minimum payments under head
leases
(Note 21) (2.6) (10.1) (0.4) (1.7) (14.8) - (14.8)
Tenant lease incentives (Note
19) 1.9 4.3 0.7 0.3 7.2 5.2 2.0
-------- ---------
Market value of Group portfolio
at 31 August 2017 352.6 514.6 239.6 406.3 1,513.1 1,264.2 248.9
----------------------------------------- ----------- ------- ------- --------- -------- ---------
Joint ventures
Share of joint venture investment
property (Note 16) 11.6 - - 14.0 25.6 25.6 -
-------- ---------
Market value of total portfolio
at 31 August 2017 (on a proportionately
consolidated basis) 364.2 514.6 239.6 420.3 1,538.7 1,289.8 248.9
----------------------------------------- ----------- ------- ------- --------- -------- ---------
(1) Included within the Europe segment at 31 August 2018 is property under development of GBP32.1 million (31 August 2017: GBP23.4 million).
The tables above present both segmental and market value investment property information prepared on a proportionately consolidated basis. Properties that have been classified as held for sale in the current year are also included so that the market value of the total portfolio can be determined. This format is not a requirement of IFRS and is for informational purposes as it is used in reports presented to the Group's Chief Operating Decision Maker.
Recognition
Judgement may be required to determine whether a property qualifies as an investment property. Investment property comprises a number of retail and commercial properties in the UK and Europe that are leased to unconnected third parties.
The UK Hotel portfolio is held for capital appreciation and to earn rental income. Apart from the five Travelodge branded hotels, the hotel portfolio has been let to RBH to separately manage the operating business of each hotel for a fixed rent. The rent is subject to annual review which takes into account the forecast EBITDA. As detailed in the key judgements and estimates in Note 2, aside from the Group's associate interest in RBH and the receipt of rental and dividend income, RDI is not involved in the hotel management business and there are limited transactions between RDI and RBH. As a result, the Directors consider it appropriate to classify the hotel portfolio as investment property in line with IAS 40.
On acquisition of control of the IHL group, the operating business of five of the nine hotels acquired was managed internally, such that these hotels were considered owner-occupied prior to acquisition by RDI. With effect from 1 September 2017, RDI restructured the operating business model of these hotels to a property rental business model by disposing of the operating businesses to RBH to manage in the same manner as the Group's existing hotel portfolio. The Group therefore considers classification as investment property on initial recognition to be appropriate.
Valuation
The carrying value of investment property is its market value as determined by appropriately qualified independent valuers and adjusted for minimum payments under head leases and tenant lease incentives. Valuations are based on what is determined to be the highest and best use. When considering the highest and best use a valuer will consider, on a property by property basis, and in limited circumstances in aggregation with other assets, its actual and potential uses which are physically, legally and financially viable. Where the highest and best use differs from the existing use, the valuer will consider the cost and the likelihood of achieving and implementing this change to determine an appropriate valuation. Fees paid to valuers are based on arms-length fixed price contracts.
The fair value of the Group's property for the period ended 31 August 2018 was assessed by independent and appropriately qualified valuers in accordance with the Royal Institute of Chartered Surveyors ("RICS") standards and IFRS 13. The valuations are performed by BNP Paribas Real Estate for the UK Shopping Centres (2017: Strutt & Parker LLP) and the Esplanade and by Savills for remainder of the Group's portfolio. The valuations are reviewed internally by senior management and presented to the Audit and Risk Committee. The presentation includes discussion around the assumptions used by the external valuers, as well as a review of the resulting valuations.
Valuation inputs
The fair value of the property portfolio has been determined using either a discounted cash flow or a yield capitalisation technique, whereby contracted and market rental values are capitalised at a market rate, having regard for: tenant covenant strength; lease maturity; quality and location of the property; occupancy; non-recoverable costs and head rents. The resulting valuations are cross-checked against the net initial yield and the fair market values per square foot of comparable recent market transactions.
The valuation techniques are consistent with IFRS 13 and use significant unobservable inputs. Valuation techniques can change at each valuation round depending on prevailing market conditions, market transactions and the property's highest and best use at the reporting date. Where there is a lack of market comparable transactions, the level of estimation and judgement increases on account of less observable inputs and the degree of variability could be expected to widen. This is of particular relevance to the Group's UK Retail sector where there is continued weakening of investor sentiment, retail failures and ongoing structural change in consumer behaviour.
The Group considers all its investment property to fall within 'Level 3', as defined by IFRS 13 (refer to Note 31). There has been no transfer of property within the fair value hierarchy during the year. The key unobservable valuation inputs are set out in the tables below:
Weighted Weighted Average
Market Lettable Average rent average average Net initial market rent
31 August 2018 value area per sqm lease length net initial yield yield per sqm
Group (GBPm) (sqm) (GBP) (years) (%) (% range) (GBP)
---------------- -------- --------- ------------- -------------- ------------------- ------------ -------------
UK Retail 481.0 223,826 179.1 8.5 6.4 5.0 - 9.2 170.2
UK Commercial 504.6 167,862 175.2 5.4 5.1 3.2 - 13.5 182.3
UK Hotels 364.9 77,391 336.0 18.2 5.9 4.6 - 7.6 336.0
Europe 244.5 87,184 67.3 4.9 4.3 3.4 - 7.8 162.9
Joint ventures
UK Commercial 11.3 2,752 327.0 3.7 7.1 7.1 327.0
Europe 14.1 10,666 93.8 7.1 5.8 5.6 - 6.0 93.8
---------------- -------- --------- ------------- -------------- ------------------- ------------ -------------
Total 1,620.4 569,681
---------------- -------- --------- ------------- -------------- ------------------- ------------ -------------
Average Weighted Weighted Average
31 August Lettable rent per average average Net initial market rent
2017 Market value area sqm lease length net initial yield per sqm
Group (GBPm) (sqm) (GBP) (years) Yield (%) (% range) (GBP)
-------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------
UK Retail 514.6 239,350 172.2 8.4 6.3 4.8 - 8.6 168.0
UK Commercial 352.6 181,670 123.2 5.2 5.1 3.2 - 30.6 124.4
UK Hotels 239.6 41,323 367.8 9.3 5.9 4.2 - 7.6 392.0
Europe 406.3 226,241 117.4 6.4 5.4 3.7 - 21.9 118.0
Joint
ventures
UK Commercial 11.6 2,752 327.0 4.7 6.9 6.9 290.7
Europe 14.0 10,357 96.5 7.9 5.9 5.7 - 6.1 96.5
-------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------
Total 1,538.7 701,693
-------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------
There are interrelationships between the unobservable inputs as they are determined by market conditions; an increase in more than one input could impact on the valuation.
Valuation sensitivities
The tables below set out the financial impact of positive and negative shifts in the two primary unobservable inputs on the valuation of the Group's controlled property segments:
Impact on valuation Impact on valuation
---------------- ------------- ---------------------- ----------------------
+5% -5% -25bps +25bps
31 August 2018 Market value ERV ERV yield yield
Group (GBPm) (GBPm) (GBPm) (GBPm) (GBPm)
---------------- ------------- ---------- ---------- ---------- ----------
UK Retail 481.0 16.9 (16.6) 18.8 (17.6)
UK Commercial 504.6 16.5 (17.0) 14.9 (13.8)
UK Hotels 364.9 10.2 (9.7) 12.7 (11.0)
Europe 244.5 22.5 (22.9) 26.4 (24.1)
Total 1,595.0 66.1 (66.2) 72.8 (66.5)
---------------- ------------- ---------- ---------- ---------- ----------
An increase in the current or future rental stream would increase capital value while a higher yield or discount rate would decrease capital value. There are interrelationships between these unobservable inputs however as they are partially determined by market conditions. The valuation movement in any one period depends on the balance between them.
The Directors have furthered considered the impact of a significant valuation decline of up to 20 per cent impacting the Group's UK Shopping Centres, brought about by continued negative sentiment and tenant failure, the results of which are set out in the Group's viability statement in the Annual Report. Based on the 31 August 2018 market value of this portfolio, a 20 per cent reduction in valuation would result in a fair value loss to the income statement of GBP58.2 million.
Acquisitions
During the year ended 31 August 2018, the Group acquired four serviced offices and nine hotels for GBP161.7 million and GBP115.4 million respectively, by way of business combinations. Refer to Note 9 for further information. The Group also acquired a commercial property during the year for GBP20.9 million, including acquisition costs, in Kingston, Southwest London.
Disposals
The Group disposed of two assets from the UK Commercial portfolio and two assets from the European portfolio (part of the Leopard Portfolio disposal) during the year by way of assets sales, realising a net gain after disposal costs of GBP1.5 million (31 August 2017: GBP9.2 million). As at 31 August 2018, net proceeds of GBP22.7 million had been received by the Group (31 August 2017: GBP54.9 million) after adjusting for additional prior year disposal costs. The Group disposed of the six held for sale assets during the year, one from the UK Retail portfolio and five from the UK Commercial portfolio.
Sales
proceeds Disposal costs Net sales proceeds Carrying value Gain/(loss) on disposal
31 August 2018 GBPm GBPm GBPm GBPm GBPm
------------------------- --------- -------------- ------------------ -------------- -----------------------
The Crescent Centre,
Bristol 15.0 (0.2) 14.8 (14.1) 0.7
Bunde & Uelzen, Germany
(Leopard asset disposal) 5.9 - 5.9 (6.0) (0.1)
Haynesfield House,
Sparkhill 2.1 - 2.1 (1.2) 0.9
Disposals during the year 23.0 (0.2) 22.8 (21.3) 1.5
-------------------------- --------- -------------- ------------------ -------------- -----------------------
Two further sales, namely of Lochside View, Edinburgh and the remaining properties in the Leopard Portfolio were structured as corporate sales. Refer to Note 8 for further information.
Sales Net sales
proceeds Disposal costs Tenant incentives proceeds Carrying value Gain on disposal
31 August 2017 GBPm GBPm GBPm GBPm GBPm GBPm
----------------- --------- -------------- ----------------- ----------------- -------------- ----------------
201 Deansgate,
Manchester 29.2 (0.3) - 28.9 25.5 3.4
Exchange House,
Watford 13.3 (0.2) - 13.1 11.8 1.3
1A Parliament
Square,
Edinburgh 4.0 - - 4.0 3.5 0.5
Delta 900,
Swindon 3.6 (0.1) (1.0) 2.5 1.8 0.7
Single unit -
Priory Retail
Park, Merton 5.5 (0.1) - 5.4 2.1 3.3
-------------- ----------------
Disposals during
the year 55.6 (0.7) (1.0) 53.9 44.7 9.2
----------------- --------- -------------- ----------------- ----------------- -------------- ----------------
Committed expenditure
The Group was contractually committed to expenditure of GBP8.3 million for the future development and enhancement of investment property at 31 August 2018 (31 August 2017: GBP16.5 million).
Commercial property price risk
The Board draws attention to the risks associated with commercial property investments. Although over the long term property is considered a low risk asset, investors must be aware that significant short and medium term risk factors are inherent in the asset class. Investments in property are relatively illiquid and usually more difficult to realise than listed equities or bonds and this restricts the Group's ability to realise value in cash in the short term.
15. investment at fair value THROUGH Profit or loss
The following table details the movement in the Group's investment in International Hotel Properties Limited, designated at fair value through profit or loss:
31 August 31 August
2018 2017
GBPm GBPm
------------------------------------------------ --------- ---------
Opening balance at 1 September 8.5 7.9
Transfer to investment in associate (Note 17) (8.5) -
Additions - 0.9
Loss on revaluation of investment at fair value - (0.3)
Closing balance - 8.5
------------------------------------------------ --------- ---------
As at 31 August 2017, the Group held 9.7 million of IHL's 56.0 million total issued shares at a fair value of GBP8.5 million and the Directors determined that the classification of IHL as an investment at fair value through profit or loss was appropriate.
On 15 September 2017, the Group obtained consent from the shareholders of IHL to acquire 16.4 million shares (29.3 per cent) from minority shareholders via a scheme of arrangement. From this date, the Group was considered to have significant influence over IHL and the investment was reclassified as an investment in associate (Note 17).
16. INvestment in and loans to joint ventures
31 August 31 August
2018 2017
GBPm GBPm
-------------------------------------------------- --------- ---------
Investment in joint ventures
Opening balance at 1 September 1.9 5.8
Additional investment in joint ventures 0.1 -
Acquisition of control of former joint venture - (1.1)
Loss on disposal of joint venture interests - (0.7)
Share of post-tax loss from joint ventures - (2.3)
Foreign currency translation (0.1) 0.2
-------------------------------------------------- --------- ---------
Investment in joint ventures 1.9 1.9
Loans to joint ventures
Opening balance at 1 September 4.3 52.9
Increase in loans to joint ventures 1.0 -
Acquisition of control of former joint venture - (36.6)
Disposal of loan to joint venture - (12.5)
Repayment of loans by joint ventures (0.1) (0.7)
Reversal of impairment of loans to joint ventures 0.1 0.4
Foreign currency translation (0.1) 0.8
-------------------------------------------------- --------- ---------
Loans to joint ventures 5.2 4.3
Carrying value of interests in joint ventures 7.1 6.2
-------------------------------------------------- --------- ---------
During the year ended 31 August 2018, the Group's material investments in joint ventures which are presented in the tables of this note included the following interests:
(i) 52 per cent interest in RI Menora German Holdings S.à.r.l., a joint venture with Menora Mivtachim, which ultimately owns properties in Waldkraiburg, Huckelhoven and Kaiserslautern, Germany. The Group acquired an additional 1.5 per cent interest in the joint venture in November 2017 following the acquisition of a non-controlling interest. Notwithstanding the economic shareholding, the contractual terms provide for joint control and so the Company does not control the entity;
(ii) 49 per cent interest in Wichford VBG Holding S.à.r.l., a joint venture with Menora Mivtachim, which owned Government-let properties in Dresden, Berlin, Stuttgart and Cologne, Germany. The joint venture disposed of its property-owning subsidiaries on 1 January 2017 as detailed below; and
(iii) 50 per cent interest in TwentySix The Esplanade Limited, a joint venture with Rimstone Limited, which owns an office building in St. Helier, Jersey.
The Group's interest in joint venture entities is in the form of:
1) an interest in the share capital of the joint venture companies; and 2) loans advanced to the joint venture entities.
RI Menora German Holdings S.à.r.l. and Wichford VBG Holding S.à.r.l. both have accounting year ends of 31 December which differ from the Group so as to align with the year end of the joint venture partner, Menora Mivtachim.
Wichford VBG Holding S.à.r.l.
On 1 January 2017, Wichford VBG Holding S.à.r.l. exchanged on the sale of its four German office assets. The disposal was structured as a share sale of the joint venture's property-owning subsidiaries. The joint venture recognised a net loss on disposal of these subsidiaries of GBP1.4 million (Group share: GBP0.7 million) after settlement of loans with nominal carrying values with the joint venture partners. The Group, however, recognised a net gain on disposal of GBP4.9 million, including cumulative foreign currency translation of GBP2.2 million for the year ended 31 August 2017. During the year ended 31 August 2018, the Group incurred additional transaction costs of GBP0.1 million which have been presented as loss on sale of joint venture.
Leopard Portfolio
The Group originally held a 50 per cent interest in the Leopard Portfolio, a joint venture with Redefine Properties Limited ("RPL"), the Company's largest shareholder. This portfolio included 66 retail properties in Germany comprising a mix of stand-alone supermarkets, food-store anchored retail parks and cash & carry stores.
During the 2017 financial year, the Group acquired 88 per cent of RPL's equity interest and all RPL's shareholder loan interests in the Leopard Portfolio. The Leopard Portfolio became a controlled subsidiary group with economic effect from 1 March 2017. The Group's joint venture equity and loan interests were derecognised on loss of joint control and the acquisition of control. See Note 33 for further details.
The Group has subsequently sold the majority of its interest in the Leopard Portfolio as detailed in Note 8.
Interest in joint ventures not recognised
Under the equity method, the Esplanade was carried at GBPNil in the Group's financial statements at 1 September 2017 and remains at GBPNil at 31 August 2018. This investment is in a net liability position with the cumulative losses to date exceeding or equalling the cost of the Group's investment. The Group has ceased to recognise further losses beyond the original cost of this joint venture and loans advanced have been fully impaired in line with IAS 28. At 31 August 2018, cumulative losses equalled the Group's net investment in the joint venture (31 August 2017: exceeded by GBP0.7 million). On a proportionate basis and for segmental reporting purposes, the Group's interest in the Esplanade is recognised line-by-line. Refer to Note 3.
Fair value disclosures
The fair value of the Group's loans to joint venture at 31 August 2018 was GBP5.3 million and the Group considers that this financial asset falls within 'Level 3' as defined by IFRS 13 (refer to Note 31).
Summarised financial information
The summarised financial information of the Group's joint ventures is set out separately below:
RI Elimination
Wichford Menora of joint
VBG German venture
Holding Holdings partners' Proportionate
S.à.r.l. S.à.r.l. Esplanade Total interest total
31 August 2018 GBPm GBPm GBPm GBPm GBPm GBPm
--------------------------------------- -------------- -------------- --------- ------ ----------- -------------
Percentage ownership interest 49% 52% 50%
Summarised income statement
Rental income - 1.8 1.7 3.5 (1.7) 1.8
Rental expense - (0.3) - (0.3) 0.1 (0.2)
--------------------------------------- -------------- -------------- --------- ------ ----------- -------------
Net rental income - 1.5 1.7 3.2 (1.6) 1.6
Administrative costs and other
fees(1) (0.2) (0.2) - (0.4) 0.2 (0.2)
--------------------------------------- -------------- -------------- --------- ------ ----------- -------------
Net operating (expense)/income (0.2) 1.3 1.7 2.8 (1.4) 1.4
Gain/(loss) on revaluation of
investment
property - 0.2 (0.6) (0.4) 0.2 (0.2)
Finance expense on loans from joint
venture partners - (0.6) - (0.6) 0.3 (0.3)
Finance expense - (0.3) (1.2) (1.5) 0.7 (0.8)
Change in fair value of derivative
financial instruments - - 1.4 1.4 (0.7) 0.7
(Loss)/profit before tax (0.2) 0.6 1.3 1.7 (0.9) 0.8
Taxation - (0.4) - (0.4) 0.2 (0.2)
--------------------------------------- -------------- -------------- --------- ------ ----------- -------------
(Loss)/profit and total comprehensive
(expense)/income (0.2) 0.2 1.3 1.3 (0.7) 0.6
Reconciliation to IFRS:
Elimination of non-controlling
and joint venture partners' interests 0.1 (0.1) (0.7) (0.7) 0.7 -
Movement in losses restricted in
joint ventures - - (0.6) (0.6) - (0.6)
--------------------------------------- -------------- -------------- --------- ------ ----------- -------------
Group share of joint venture results (0.1) 0.1 - - - -
Summarised balance sheet
Investment property - 27.2 22.5 49.7 (24.3) 25.4
Trade and other receivables - 0.8 0.2 1.0 (0.5) 0.5
Cash and cash equivalents 0.8 0.3 0.4 1.5 (0.7) 0.8
--------------------------------------- -------------- -------------- --------- ------ ----------- -------------
Total assets 0.8 28.3 23.1 52.2 (25.5) 26.7
--------------------------------------- -------------- -------------- --------- ------ ----------- -------------
External borrowings - (13.7) (17.0) (30.7) 15.1 (15.6)
Loans from joint venture partners - (9.4) (6.6) (16.0) 7.8 (8.2)
Derivative financial instruments - - (5.5) (5.5) 2.7 (2.8)
Deferred tax - (1.2) - (1.2) 0.6 (0.6)
Trade and other payables - (0.7) (0.6) (1.3) 0.5 (0.8)
--------------------------------------- -------------- -------------- --------- ------ ----------- -------------
Total liabilities - (25.0) (29.7) (54.7) 26.7 (28.0)
--------------------------------------- -------------- -------------- --------- ------ ----------- -------------
Non-controlling interests - (0.3) - (0.3) 0.2 (0.1)
--------------------------------------- -------------- -------------- --------- ------ ----------- -------------
Net assets/(liabilities) 0.8 3.0 (6.6) (2.8) 1.4 (1.4)
Reconciliation to IFRS:
Elimination of joint venture partners'
interests (0.4) (1.5) 3.3 1.4 (1.4) -
Loan to joint ventures(2) (Note
32) - 5.2 - 5.2 - 5.2
Cumulative losses restricted(3) - - 3.3 3.3 - 3.3
--------------------------------------- -------------- -------------- --------- ------ ----------- -------------
Carrying value of interests in
joint ventures 0.4 6.7 - 7.1 - 7.1
--------------------------------------- -------------- -------------- --------- ------ ----------- -------------
RI Elimination
Wichford Menora of joint
VBG German venture
Holding Holdings Leopard partners' Proportionate
S.à.r.l. S.à.r.l. Portfolio Esplanade Total interest total
31 August 2017 GBPm GBPm GBPm GBPm GBPm GBPm GBPm
--------------------------- -------------- -------------- ---------- --------- ------ ----------- -------------
Percentage ownership
interest 49% 50.5% 50% 50%
Summarised income statement
Rental income 2.4 1.8 6.0 1.7 11.9 (6.0) 5.9
Rental expense (0.3) (0.1) (0.8) - (1.2) 0.6 (0.6)
--------------------------- -------------- -------------- ---------- --------- ------ ----------- -------------
Net rental income 2.1 1.7 5.2 1.7 10.7 (5.4) 5.3
Administrative costs and
other fees(1) (4.0) (0.2) (0.5) - (4.7) 2.4 (2.3)
--------------------------- -------------- -------------- ---------- --------- ------ ----------- -------------
Net operating
(expense)/income (1.9) 1.5 4.7 1.7 6.0 (3.0) 3.0
Loss on revaluation of
investment
property - (0.9) (0.6) (0.2) (1.7) 0.8 (0.9)
Loss on sale of
subsidiaries (1.4) - - - (1.4) 0.7 (0.7)
Finance expense on loans
from joint venture
partners (1.6) (0.5) (3.0) - (5.1) 2.4 (2.7)
Finance expense (0.5) (0.5) (0.6) (1.2) (2.8) 1.5 (1.3)
Other finance income - 0.6 - - 0.6 (0.3) 0.3
Change in fair value of
derivative
financial instruments 0.2 0.2 0.1 1.8 2.3 (1.2) 1.1
(Loss)/profit before tax (5.2) 0.4 0.6 2.1 (2.1) 0.9 (1.2)
Taxation (0.8) 0.2 (0.3) (0.3) (1.2) 0.7 (0.5)
--------------------------- -------------- -------------- ---------- --------- ------ ----------- -------------
(Loss)/profit and total
comprehensive
(expense)/income (6.0) 0.6 0.3 1.8 (3.3) 1.6 (1.7)
Reconciliation to IFRS:
Elimination of
non-controlling
and joint venture
partners'
interests 3.0 (0.3) (0.2) (0.9) 1.6 (1.6) -
Movement in losses
restricted
in joint ventures - - - (0.9) (0.9) - (0.9)
--------------------------- -------------- -------------- ---------- --------- ------ ----------- -------------
Group share of joint
venture
results (3.0) 0.3 0.1 - (2.6) - (2.6)
Presented as:
Reversal of impairment of
loans to joint ventures - 0.3 0.1 - 0.4 - 0.4
Loss on disposal of joint
venture interests(4) (0.7) - - - (0.7) - (0.7)
Share of post-tax loss from
joint ventures (2.3) - - - (2.3) - (2.3)
--------------------------- -------------- -------------- ---------- --------- ------ -----------
Summarised balance sheet
Investment property - 27.8 - 23.2 51.0 (25.4) 25.6
Trade and other receivables 0.6 0.1 - 0.1 0.8 (0.4) 0.4
Cash and cash equivalents 0.5 0.2 - 0.5 1.2 (0.6) 0.6
--------------------------- -------------- -------------- ---------- --------- ------ ----------- -------------
Total assets 1.1 28.1 - 23.8 53.0 (26.4) 26.6
--------------------------- -------------- -------------- ---------- --------- ------ ----------- -------------
External borrowings - (14.8) - (17.6) (32.4) 16.1 (16.3)
Loans from joint venture
partners - (8.2) - (6.6) (14.8) 7.2 (7.6)
Derivative financial
instruments - - - (6.9) (6.9) 3.4 (3.5)
Deferred tax - (0.8) - - (0.8) 0.4 (0.4)
Trade and other payables - (1.0) - (0.7) (1.7) 0.9 (0.8)
--------------------------- -------------- -------------- ---------- --------- ------ ----------- -------------
Total liabilities - (24.8) - (31.8) (56.6) 28.0 (28.6)
--------------------------- -------------- -------------- ---------- --------- ------ ----------- -------------
Non-controlling interests - (0.3) - - (0.3) 0.2 (0.1)
--------------------------- -------------- -------------- ---------- --------- ------ ----------- -------------
Net assets/(liabilities) 1.1 3.0 - (8.0) (3.9) 1.8 (2.1)
Reconciliation to IFRS:
Elimination of joint
venture
partners' interests (0.6) (1.6) - 4.0 1.8 (1.8) -
Loan to joint ventures (2)
(Note 32) - 4.3 - - 4.3 - 4.3
Cumulative losses
restricted(3) - - - 4.0 4.0 - 4.0
--------------------------- -------------- -------------- ---------- --------- ------ ----------- -------------
Carrying value of interests
in joint ventures 0.5 5.7 - - 6.2 - 6.2
-------------- -------------- ---------- --------- ----------- -------------
(1) Included within administrative costs and other fees of Wichford VBG at 31 August 2017 is the Performance Fee expense of GBP3.4 million, payable to the Group as investment manager, on disposal of the property portfolio.
(2) Loans to joint ventures include the opening balance, any advances or repayments and foreign currency movements during the year.
(3) Cumulative losses restricted represent the Group's share of losses in the Esplanade which exceed the cost of the Group's investment. As a result, the carrying value of the investment is GBPNil in accordance with the requirements of IAS 28.
(4) Presented within 'Net gain on sale of joint venture interests' in the condensed consolidated income statement(.)
17. Investment in associate
31 August 31 August
2018 2017
GBPm GBPm
Associate investment in IHL and RBH
Opening balance at 1 September 9.4 10.2
IHL
Transfer from investment at fair value through profit
or loss (Note 15) 8.5 -
Additions 5.0 -
Reclassification as investment in subsidiary (Note
9) (13.5) -
RBH
Share of post-tax profit from associate 0.3 0.9
Distributions from associate (Note 32) (0.6) (1.2)
Net impairment of investment in associate - (0.5)
Carrying value of net investment in associate 9.1 9.4
IHL
On 15 September 2017, the Group obtained consent from the shareholders of IHL to acquire 16.4 million shares (29.3 per cent) being all of the non-controlling interest in IHL via a scheme of arrangement. From this date, the Group was considered to have significant influence over IHL and the investment was reclassified from an investment at fair value through profit or loss (Note 15). On 26 October 2017, the Group acquired an additional 5.0 million shares in IHL for GBP5.0 million from Redefine Properties and increased its interest to 26.2 per cent. The additional interests acquired allowed RDI to continue to participate in the financial and operating decisions of IHL, but not to direct those decisions, and therefore the cumulative investment of GBP13.5 million continued to be classified as an associate.
On 13 November 2017, the scheme of arrangement completed, and the Group acquired 16.4 million shares from scheme participants and 1.9 million shares from Redefine Properties, increasing RDI's interest in IHL from 26.2 to 58.9 per cent (increased further to 74.1 per cent). The Group could, from this date, direct the operating and financial decisions of IHL and was exposed to the variable returns of the property group as a result. RDI had acquired control of IHL from this date and this is considered the acquisition date for the purposes of IFRS 3. The fair value of the Group's associate interest in IHL of GBP13.5 million was, therefore, included in the determination of the net gain on bargain purchase of IHL as a stepped acquisition.
RBH
The summarised financial information of RBH Hotel Group Limited ("RBH") is set out below.
Re-presented
31 August 31 August
2018 2017
GBPm GBPm
------------------------------------
Summarised income statement
Revenue 78.3 57.9
Other income 1.6 2.5
Expenses (78.1) (54.9)
Profit from operations 1.8 5.5
Taxation (0.7) (1.3)
------------------------------------
Profit for the year 1.1 4.2
------------------------------------
Elimination of third party interest (0.8) (3.1)
------------------------------------
Group share of results 0.3 1.1
Classified as:
Share of post-tax profit 0.3 0.9
Impairment adjustment - 0.2
The comparative summarised income statement has been re-presented to gross up the trading income and expense of the IHL and RHH hotels operating business' in line with current year presentation.
31 August 31 August
2018 2017
GBPm GBPm
----------------------------------------------------------
Summarised balance sheet
Non-current assets 4.1 4.7
Intangible asset 28.1 28.1
Trade and other receivables 9.3 6.3
Cash and cash equivalents 3.9 3.7
----------------------------------------------------------
Total assets 45.4 42.8
----------------------------------------------------------
Current liabilities (13.6) (8.7)
----------------------------------------------------------
Total liabilities (13.6) (8.7)
----------------------------------------------------------
Net assets 31.8 34.1
----------------------------------------------------------
Capital contribution adjustment 1.1 -
----------------------------------------------------------
Adjusted net assets 32.9 34.1
----------------------------------------------------------
Elimination of third party interest (24.6) (25.5)
----------------------------------------------------------
Share of net assets attributable to the Group 8.3 8.6
Recoverable amount of excess net investment in associate 0.8 0.8
----------------------------------------------------------
Carrying value of the Group's net investment in associate 9.1 9.4
During the year ended 31 August 2017, the Group's cumulative investment in RBH increased from 25.3 to 30.4 per cent. On 7 February 2017, the Group acquired an additional 5.1 per cent interest in RBH for GBP1.3 million which was classified as held for sale on initial recognition as the shares were acquired exclusively with a view to subsequent re-sale. The shares were subsequently sold on 14 February 2018. Refer to Note 21 for further information. The table above includes movements in the Group's existing 25.3 per cent interest in RBH only.
Distributions from the associate for the year ended 31 August 2018 were GBP0.6 million (31 August 2017: GBP1.2 million), GBP0.7 million in total including the investment in associate held for sale.
Following an internal impairment assessment and on receipt of an independent valuation of RBH, the Directors considered that the recoverable amount of the Group's net investment in RBH was GBP9.4 million at 31 August 2017. The independent valuation was determined on a value-in-use basis but was also cross-checked to market comparables. Using a discount rate range of 11.5 - 12.5 per cent, an enterprise value range of GBP33.5 - GBP40.5 million was attributed to the investment, with a mid-point valuation of GBP37.0 million (Group share: GBP9.4 million). This resulted in an impairment charge of GBP0.5 million. At 31 August 2018, the Directors considered this valuation still to be an appropriate reference for assessing the carrying value of RBH and any impairment indicators. There is no objective evidence of impairment at the reporting date.
18. OTHER NON-CURRENT ASSETS
INTANGIBLE ASSETS
31 August 31 August
2018 2017
GBPm GBPm
-------------------------------
Opening balance at 1 September 1.1 1.3
Amortisation (0.3) (0.2)
Closing balance 0.8 1.1
-------------------------------
Intangible assets were recognised on the acquisition of Redefine International Management Holdings Limited Group ("RIMH") and represented the fair value of the advisory agreements acquired by the Group. The value attributed to the contracts between RIMH and third parties, including joint ventures of the Group and the non-controlling interests, was GBP1.9 million. The intangible asset is being amortised on a straight-line basis over the remaining term of the contracts, which have an average life of eight years, and was just over three years at 31 August 2018.
PROPERTY, PLANT AND EQUIPMENT
31 August 31 August
2018 2017
GBPm GBPm
--------------------------------------------
Opening balance at 1 September 0.1 0.1
Additions 0.6 -
Depreciation (0.2) -
Closing balance 0.5 0.1
--------------------------------------------
Total other non-current assets at 31 August 1.3 1.2
19. receivables
31 August 31 August
2018 2017
GBPm GBPm
Non-current
Tenant lease incentives(1) 8.1 5.4
Tenant lease incentives to related parties(1) (Note
32) 0.4 0.4
Loans to external parties 1.6 1.6
Letting costs 1.1 1.0
Total non-current other receivables 11.2 8.4
Current
Rent receivable 1.0 1.1
Tenant lease incentives(1) 1.6 1.0
Tenant lease incentives to related parties(1) (Note
32) 0.8 0.4
Other amounts receivable from related parties (Note
32) 0.3 0.5
Consideration outstanding on disposal of investment
property held for sale - 6.6
Loans to external parties - 2.2
Prepayments and accrued income 2.5 2.1
Other receivables 0.9 1.6
Total current trade and other receivables 7.1 15.5
Total receivables 18.3 23.9
(1) Total tenant lease incentives of GBP10.9 million (31 August 2017: GBP7.2 million) have been deducted from investment property in determining fair value at the balance sheet date. Refer to Note 14.
20. cash and cash equivalents
31 August 31 August
2018 2017
GBPm GBPm
Unrestricted cash and cash equivalents 58.3 52.1
Restricted cash and cash equivalents 0.7 0.7
Cash and cash equivalents 59.0 52.8
At 31 August 2018, cash and cash equivalents to which the Group did not have instant access amounted to GBP0.7 million (31 August 2017: GBP0.7 million). The restricted cash is held on deposit in Germany under an hereditable building right agreement for the property at Ingolstadt.
The Group's share of total cash and cash equivalents, including its share of joint venture cash, at 31 August 2018 was GBP59.8 million (31 August 2017: GBP53.4 million), with a further GBP75.0 million of undrawn committed facilities available (31 August 2017: GBP10.0 million).
21. Non-Current assets held for sale
UK UK UK
Retail Commercial Hotels Europe Total
GBPm GBPm GBPm GBPm GBPm
--------------------------------- ----------- ------- -------- ------
Investment property
Opening balance at 1 September
2017 12.9 9.2 - 3.7 25.8
Transfers from investment
property (Note 14)(1) - 23.1 - - 23.1
Transfers to investment property
(Note 14) - (0.9) - (3.6) (4.5)
Disposals through the sale
of subsidiary (12.9) - - - (12.9)
Disposals through the sale
of property - (31.4) - - (31.4)
Foreign currency translation - - - (0.1) (0.1)
--------------------------------- ----------- ------- -------- ------
- - - - -
--------------------------------- ----------- ------- -------- ------
Investment in associate
Opening balance at 1 September
2017 - - 1.5 - 1.5
Distributions from associate
(Note 32) - - (0.1) - (0.1)
Disposals - - (1.4) - (1.4)
--------------------------------- ----------- ------- -------- ------
- - - - -
Closing balance at 31 August
2018 - - - - -
--------------------------------- ----------- ------- -------- ------
(1) Investment property was revalued before being reclassified as held for sale in line with IFRS 5. This resulted in a gain in the income statement of GBP0.9 million.
No property assets have been classified as held for sale at the reporting date as the criteria outlined in IFRS 5 have not been met. This resulted in two properties, with a carrying value of GBP4.5 million, being transferred back to investment property.
UK UK UK
Retail Commercial Hotels Europe Total
GBPm GBPm GBPm GBPm GBPm
------------------------------- ----------- ------- -------- ------
Investment property
Opening balance at 1 September
2016 - - - - -
Transfers from investment
property (Note 14) 16.8 49.0 - 9.7 75.5
Disposals - (39.8) - (6.0) (45.8)
Loss on revaluation (3.9) - - - (3.9)
------------------------------- ----------- ------- -------- ------
12.9 9.2 - 3.7 25.8
------------------------------- ----------- ------- -------- ------
Investment in associate
Opening balance at 1 September
2016 - - - - -
Additions - - 1.3 - 1.3
Share of post-tax profit - - 0.2 - 0.2
------------------------------- ----------- ------- -------- ------
- - 1.5 - 1.5
Closing balance at 31 August
2017 12.9 9.2 1.5 3.7 27.3
------------------------------- ----------- ------- -------- ------
All non-current assets held for sale fall within 'Level 3', as defined by IFRS 13 (refer to Note 31). Accordingly, there has been no transfer within the fair value hierarchy over the year.
Investment property held for sale
As at 31 August 2017, the Group carried six properties as held for sale. During the year ended 31 August 2018, two properties were reclassified as held for sale, while two were transferred back to investment property (Note 14).
The Group disposed of the five held for sale assets during the year, one from the UK Retail portfolio and five from the UK Commercial portfolio. One of the sales, Paragon Square, Hull was structured as a corporate sale. Refer to Note 8 for further details. From the four asset sales, the Group realised a net gain, after disposal costs, of GBP1.8 million (31 August 2017: loss GBP1.5 million). As at 31 August 2018, net proceeds of GBP39.6 million had been received by the Group which included the proceeds from a prior year sale - refer to Note 19 (31 August 2017: GBP40.9 million).
Sales Fair value Carrying Gain/(loss) on
proceeds Disposal costs adjustments Net sales proceeds value disposal
31 August 2018 GBPm GBPm GBPm GBPm GBPm GBPm
Duchess Place,
Edgbaston 1.6 - 0.7 2.3 (2.3) -
West Point and
Centre Court,
Plymouth 2.7 (0.1) - 2.6 (2.7) (0.1)
City Point, Leeds 26.1 (0.6) (0.5) 25.0 (23.1) 1.9
Severalls,
Colchester 3.4 (0.1) - 3.3 (3.3) -
Disposals during
the year 33.8 (0.8) 0.2 33.2 (31.4) 1.8
Sales Carrying
proceeds Disposal costs Net sales proceeds value Gain/(loss) on disposal
31 August 2017 GBPm GBPm GBPm GBPm GBPm
---------
The Observatory, Chatham 4.0 (0.1) 3.9 3.6 0.3
Woodlands, Bedford 11.0 (0.3) 10.7 11.5 (0.8)
London Road, High Wycombe 26.1 - 26.1 24.7 1.4
Brückmuhl, Germany 6.6 - 6.6 6.0 0.6
---------
Disposals during the year 47.7 (0.4) 47.3 45.8 1.5
---------
Investment in associate held for sale
On 7 February 2017, as part of the settlement of the loan outstanding from 4C UK Investments Limited ("4C Investments"), the Company acquired 659 shares in RBH for an attributed value of GBP1,942 per share (refer to Note 32). This represented 5.1 per cent of the issued share capital of RBH. As part of the settlement agreement, 4C Investments had the right to buy back the shares at the transfer price of GBP1.3 million at any time on or before 31 January 2018 subject to written notice. This right was extended by the Group and 4C Investments served notice and formally re-acquired the shares on 14 February 2018. As the carrying value of the investment was GBP1.4 million, the Group has recognised a loss of GBP0.1 million in the income statement on disposal.
22. borrowings, including Finance Leases
31 August 31 August
2018 2017
GBPm GBPm
Non-current
Bank loans 787.9 822.8
Less: unamortised debt issue costs (2.7) (3.9)
Less: fair value adjustments (14.1) (14.7)
771.1 804.2
Other external loans - 0.8
Finance leases 13.1 13.9
Total non-current borrowings, including finance leases 784.2 818.9
Current
Bank loans 4.7 3.1
Less: unamortised debt issue costs (0.2) (0.3)
Less: fair value adjustments (0.6) (0.8)
3.9 2.0
Other external loans 0.7 -
Finance leases 0.8 0.9
Total current borrowings, including finance leases 5.4 2.9
Total borrowings, including finance leases 789.6 821.8
Analysis of movement in net borrowings, including finance leases
The table below presents the movements in net borrowings for the year ended 31 August 2018, split between cash and non-cash movements and as required by IAS 7.
Cash and cash
Non-current Current equivalents Net debt
GBPm GBPm GBPm GBPm
Opening balance at 1 September
2017 818.9 2.9 (52.8) 769.0
Financing activities (cash)
Borrowings drawn 10.0 - (10.0) -
Borrowings repaid (87.4) (4.5) 91.9 -
(77.4) (4.5) 81.9 -
Financing activities (non-cash)
Debt release on disposal of
subsidiaries (Note 8) (73.1) - - (73.1)
Debt assumed on business combinations
(Note 9) 127.9 - - 127.9
Debt issue costs movements 1.4 - - 1.4
Accretion of fair value adjustments 0.8 - - 0.8
Finance lease movements (0.8) - - (0.8)
Reclassification between current
and non-current (7.0) 7.0 - -
49.2 7.0 - 56.2
Other net cash movements (0.2) - (87.1) (88.3)
Foreign currency translation (6.3) - (1.0) (7.3)
Closing balance as at 31 August
2018 784.2 5.4 (59.0) 730.6
Bank loans
31 August 2018 31 August 2017
Carrying Nominal Fair Carrying Nominal Fair
value value value value value value
GBPm GBPm GBPm GBPm GBPm GBPm
Non-current liabilities
Bank loans 787.9 787.9 787.9 822.8 822.8 822.8
Less: unamortised debt
issue costs (2.7) - - (3.9) - -
Less: fair value adjustments (14.1) - (10.3) (14.7) - (10.6)
------- ------ --------
Total non-current bank
loans 771.1 787.9 777.6 804.2 822.8 812.2
------- ------ --------
Current liabilities
Bank loans 4.7 4.7 4.7 3.1 3.1 3.1
Less: unamortised debt
issue costs (0.2) - - (0.3) - -
Less: fair value adjustments (0.6) - (0.6) (0.8) - 0.1
Total current bank loans 3.9 4.7 4.1 2.0 3.1 3.2
-------
Total IFRS bank loans 775.0 792.6 781.7 806.2 825.9 815.4
------- ------ --------
Joint ventures
Share of joint ventures
bank loans 15.6 15.6 15.6 16.3 16.3 16.3
Total bank loans (on a
proportionately consolidated
basis) 790.6 808.2 797.3 822.5 842.2 831.7
-------
Cash and cash equivalents (59.0) (59.0) (59.0) (52.8) (52.8) (52.8)
Share of joint ventures
cash and cash equivalents (0.8) (0.8) (0.8) (0.6) (0.6) (0.6)
------- ------ --------
Net debt (on a proportionately
consolidated basis) 730.8 748.4 737.5 769.1 788.8 778.3
------- ------ --------
The table above presents bank loans, cash and cash equivalents and net debt information prepared on a proportionately consolidated basis. This format is not a requirement of IFRS and is presented for informational purposes only as it is used in reports presented to the Group's Chief Operating Decision Maker.
At 31 August 2018, the Group's bank loans are secured over investment property of GBP1,525.4 million (31 August 2017: GBP1,484.1 million) and are carried at amortised cost. On a proportionately consolidated basis, bank loans are secured over investment property of GBP1,550.8 million (31 August 2017: GBP1,509.7 million).
The Group's nominal value of drawn debt (on a proportionately consolidated basis) has decreased during the year to GBP808.2 million (31 August 2017: GBP842.2 million) following scheduled amortisation payments, principal repayments following disposals, some minor refinancings and most significantly, the major transactions the Group has completed during the year. These include:
- the acquisition of the IHL portfolio in November 2017. The Group assumed a number of facilities with Santander, totalling GBP54.4 million. The facilities have a range of rates from 2.7 to 3.4 per cent and are due to mature between July 2020 and December 2021. GBP2.0 million of the IHL debt was prepaid in June 2018 to strengthen the related covenant;
- in December 2017, the disposal of the majority of the Group's interest in the Leopard Portfolio. As part of the transaction, all associated bank debt with Berlin Hyp and BayernLB was settled. The Berlin Hyp debt was held at rates of 1.3 to 2.9 per cent;
- in January 2018, the assumption of a further GBP73.5 million of bank debt on completion of the LSO transaction. The balance is held across facilities with Barclays and Deutsche Bank, due to mature in December 2019 and August 2022 respectively. The rates range from 2.6 to 2.9 per cent and there are derivative caps in place ranging from 3.1 to 4.1 per cent;
- in September 2017, following the Brückmuhl disposal from the Premium Portfolio, GBP3.7 million of sales proceeds were repaid against the loan held with MunchenerHyp;
- in September and October 2017, the Group also finalised extensions for the BayernLB facilities secured against one property in the RI Menora joint venture (June 2024) and both German OBI properties (December 2022). These included prepayments of GBP0.2 million (Group share) and GBP0.1 million respectively and under the amended agreements, the loans will carry fixed interest rates of 1.59 to 1.72 per cent;
- in June 2018, the outstanding HSBC debt of GBP3.5 million secured against the road-side garage portfolio was repaid in full; and
- during the year, the Group also applied a net of GBP65.0 million of available cash against the AUK revolving credit facility ("RCF").
The maturity of Group bank loans, gross of unamortised debt issue costs and fair value adjustments is as follows:
31 August 31 August
2018 2017
GBPm GBPm
Less than one year 4.7 3.1
Between one year and five years 585.5 620.5
More than five years 202.4 202.3
792.6 825.9
Certain borrowing agreements contain financial and other covenants that, if contravened, could alter the repayment profile.
Fair value disclosures
The nominal value of floating rate borrowings is considered to be a reasonable approximation of fair value. The fair value of fixed rate borrowings at the reporting date has been calculated by discounting cash flows under the relevant agreements at a market interest rate for similar debt instruments. The market interest rate has been determined having regard to the term, duration and security arrangements of the relevant loan and an estimation of the current rates charged in the market for similar instruments issued to companies of similar sizes.
The Group considers that all bank loans, including the Group's share of joint venture bank loans at a total carrying value of GBP695.0 million, fall within 'Level 3' as defined by IFRS 13 (refer to Note 31).
During 2017 the Aviva debt was restructured which was considered a significant modification to the existing loan. The existing loan facility was extinguished and the debt recognised at fair value on refinancing in April 2017. The refinancing resulted in a fair value adjustment of GBP14.3 million as the refinanced debt was considered to have been negotiated on off-market terms. At 31 August 2017, the carrying value of this debt was classified by the Group as 'Level 2' as a result of recent refinancing activity. As the fair value of the restructured debt is no longer determined with reference to observable inputs at 31 August 2018, it has been transferred to 'Level 3'.
Finance leases
Obligations under finance leases at the reporting date are as follows:
31 August 31 August
2018 2017
GBPm GBPm
Minimum lease payments under finance lease obligations:
Not later than one year 0.8 0.9
Later than one year not later than five years 3.2 3.3
Later than five years 109.6 113.9
113.6 118.1
Less: finance charges allocated to future periods (99.7) (103.3)
Present value of minimum lease payments 13.9 14.8
Present value of minimum finance lease obligations:
Not later than one year 0.8 0.9
Later than one year not later than five years 2.6 2.8
Later than five years 10.5 11.1
Present value of minimum lease payments 13.9 14.8
Finance lease obligations relate to the Group's leasehold interests in investment property. Finance leases are effectively secured obligations, as the rights to the leased asset revert to the lessor in the event of default. The discount rates used in calculating the present value of the minimum lease payments range from 1.8 to 6.3 per cent. The fair value of the finance lease obligations at 31 August 2018 was GBP15.9 million and the Group considers that these liabilities fall within 'Level 3' as defined by IFRS 13 (refer to Note 31).
Operating leases
The undiscounted future minimum lease obligations under non-cancellable operating leases at the balance sheet date are as follows:
31 August 31 August
2018 2017
GBPm GBPm
Investment property
Not later than one year 1.4 -
Later than 1 year not later than 5 years 5.5 -
Later than 5 years 505.7 -
512.6 -
Head office
Not later than one year 0.3 0.1
Later than 1 year not later than 5 years 0.9 -
1.2 0.1
Total minimum operating lease payments 513.8 0.1
The Group acquired operating leasehold interests in investment property through business combinations during the year ended 31 August 2018.
23. derivative financial instruments
The Group enters into interest rate swap and interest rate cap agreements to manage the risks arising from the Group's operations and its sources of finance.
Interest rate swaps and caps are employed by the Group to manage the interest rate profile of financial liabilities. In accordance with the terms of the majority of bank debt arrangements, the Group has entered into interest rate swaps to convert the rates from floating to fixed which has eliminated exposure to interest rate fluctuations. Likewise, interest rate caps are used to limit the downside exposure to significant changes to the low interest rates currently prevailing in the market.
It is the Group's policy that no economic trading in derivatives is undertaken.
31 August 31 August
2018 2017
GBPm GBPm
Derivative assets
Non-current
Interest rate cap 0.4 0.2
Interest rate swaps 0.7 0.2
1.1 0.4
Derivative liabilities
Non-current
Interest rate swaps (2.9) (7.8)
(2.9) (7.8)
Net derivative financial instruments (1.8) (7.4)
The Group holds interest rate cap assets at rates of 1.0 to 3.0 per cent, maturing between December 2019 and November 2021. The interest rate swap assets are held at a rate of 1.1 per cent, maturing from April 2021 to January 2022. The interest rate swap liabilities have maturities from January 2019 to January 2022 and the rates range from 0.4 to 2.0 per cent.
24. Deferred tax
The table below presents the recognised net deferred tax liability and movement during the year:
On
On derivative
investment financial
property instruments On losses carried forward Total
GBPm GBPm GBPm GBPm
Opening balance 1 September 2016 3.4 - - 3.4
Additions on acquisition of control of joint venture 2.8 - - 2.8
Expense for the year recognised in the income statement 3.5 - - 3.5
Foreign currency translation 0.7 - - 0.7
Opening balance 1 September 2017 10.4 - - 10.4
Expense/(credit) for the year recognised in the income
statement 1.3 (0.4) (1.4) (0.5)
Foreign currency translation (0.4) - - (0.4)
Closing balance at 31 August 2018 11.3 (0.4) (1.4) 9.5
There were no unrecognised deferred tax assets at 31 August 2018 (31 August 2017: GBP0.2 million).
25. payables
31 August Re-presented
2018 31 August
GBPm 2017
GBPm
Non-current
Other sundry payables 0.2 -
Total non-current other payables 0.2 -
Current
Amounts payable to related parties (Note 32) 0.4 0.6
Rent received in advance 5.0 4.3
Trade payables 0.7 1.1
Service charge 4.6 0.7
Accrued interest 2.7 2.4
VAT payable 4.7 4.0
Accruals 5.9 6.1
Tenant deposits(1) 2.9 0.1
Other sundry payables - 1.9
Total current trade and other payables 26.9 21.2
Total payables 27.1 21.2
(1) At 31 August 2018, GBP2.8 million of tenant deposits relate to the London Serviced Office portfolio acquired during the year.
Prior year other payables have been re-presented to separately disclose service charge and tenant deposits and ensure consistency with current year presentation.
26. share capital and share premium
Authorised Authorised
Number of share capital
shares GBPm
-------------
- At 31 August 2017 (ordinary shares of 8 pence
each) 3,000,000,000 240.0
- At 31 August 2018 (ordinary shares of 8 pence
each) 3,000,000,000 240.0
-------------
Issued, Called Up and Fully Paid Share Share
capital premium
Number of shares GBPm GBPm
At 31 August 2016 1,794,598,650 143.6 502.1
Scrip dividend - issued December 2016 17,141,172 1.3 5.3
Scrip dividend - issued June 2017 16,320,324 1.3 4.4
At 31 August 2017 1,828,060,146 146.2 511.8
Share issuance - 1 November 2017 12,500,000 1.0 4.0
Share issuance - 13 November 2017 41,074,224 3.3 13.1
Share issuance - 13 November 2017 4,783,697 0.4 1.5
Share issuance - 24 November 2017 2,496,630 0.2 0.8
Scrip dividend - issued December 2017 16,218,190 1.3 4.5
Share buy-back programme - 15 May
to 8 June 2018 (14,054,524) (1.1) (4.1)
Scrip dividend - issued June 2018 9,371,173 0.7 3.0
At 31 August 2018 1,900,449,536 152.0 534.6
Share Transactions
In October 2016, the Company declared a second interim dividend of 1.575 pence per share for the six months ended 31 August 2016 and offered shareholders an election to receive either a cash dividend or a scrip dividend by way of an issue of new RDI shares credited as fully paid up. The Company received election forms from shareholders holding 489.1 million ordinary shares of 8 pence each representing a 27.3 per cent take up by shareholders, in respect of which 17.1 million scrip dividend shares were issued in December 2016.
In April 2017, the Company declared an interim dividend of 1.3 pence per share for the six months ended 28 February 2017 and offered shareholders an election to receive either a cash dividend or a scrip dividend by way of an issue of new Redefine International shares credited as fully paid up. The Company received election forms from shareholders holding 522.2 million ordinary shares of 8 pence each representing a 28.8 per cent take up by shareholders, in respect of which 16.3 million scrip dividend shares were issued in June 2017.
On 1 November 2017, the Group issued 12.5 million shares to Redefine Properties at 40.0p per share to acquire 5.0 million shares in IHL valued at GBP1 per share.
On 13 November 2017 and on fulfilment of the scheme of arrangement, the Group issued 41.1 million shares at 40.0 pence per share in consideration for the acquisition of 16.4 million shares in IHL from scheme participants. On the same date, the Group also issued 4.8 million shares to Redefine Properties at 40.0p per share to acquire 1.9 million shares in IHL valued at GBP1 per share.
On 24 November 2017, the Group formally issued 2.5 million shares to Redefine Properties at 40.0p per share in settlement of the 1.0 million shares in IHL that had been acquired on 17 November 2017 at GBP1 per share.
In October 2017, the Company declared a second interim dividend of 1.3 pence per share for the six months ended 31 August 2017 and offered shareholders an election to receive either a cash dividend or a scrip dividend by way of an issue of new RDI shares credited as fully paid up. The Company received election forms from shareholders holding 512.9 million ordinary shares of 8 pence each representing a 27.2 per cent take up by shareholders, in respect of which 16.2 million scrip dividend shares were issued in December 2017.
Following an announcement on 9 May 2018, the Company entered into a share buy-back programme between 15 May 2018 and 8 June 2018. In total, 14.0 million shares were acquired for total consideration of GBP5.2 million, including transaction costs.
In May 2018, the Company declared an interim dividend of 1.35 pence per share for the six months ended 28 February 2018 and offered shareholders an election to receive either a cash dividend or a scrip dividend by way of an issue of new RDI shares credited as fully paid up. The Company received election forms from shareholders holding 282.1 million ordinary shares of 8 pence each representing a 14.9 per cent take up by shareholders, in respect of which 9.3 million scrip dividend shares were issued in June 2018.
27. RESERVES
Other Reserves
Share-based payment reserve
The share-based payment reserve at 31 August 2018 of GBP2.3 million (31 August 2017: GBP3.2 million) arises from outstanding conditional awards of shares in the Company made to certain employees and the Executive Directors. The awards will vest on the third anniversary of the grant, subject to certain performance conditions being achieved over the vesting period.
During the year, the Group released from the reserve to retained earnings GBP1.9 million of cumulative IFRS 2 charge on lapsed and vested awards. The Group incurred a further GBP0.1 million in relation to awards that vested with certain employees and has recognised the charge directly in retained earnings such that the net credit to retained earnings for the year in relation to share-based payments was GBP1.8 million. Detailed information on the share-based payment plans in place will be included in the 2018 Annual Report. The IFRS 2 share-based payment charge for the year was GBP1.0 million (31 August 2017: GBP1.0 million).
Other Reserves
Other reserves of GBP1.0 million (31 August 2017: GBP1.0 million) arose from the acquisition of subsidiaries.
Foreign Currency Translation Reserve
The foreign currency translation reserve at 31 August 2018 of GBP17.9 million (31 August 2017: GBP23.4 million) represents exchange differences arising from the translation of the Group's net investment in foreign operations, including both subsidiary and joint venture interests. GBP4.2 million of cumulative translation gains were transferred to the income statement during the year ended 31 August 2017 on disposal of joint venture interests. GBP2.2 million related to the disposal of the property-owning subsidiaries of Wichford VBG and GBP2.0 million related to the disposal of the Leopard joint venture. Refer to Note 16.
28. Non - controlling Interests
31 August 31 August
2018 2017
GBPm GBPm
---------------------------------------------------------
Opening balance at 1 September 21.8 33.6
Comprehensive income for the year:
Share of profit for the year 7.4 3.5
Foreign currency translation on subsidiary foreign
operations - 0.1
Changes in ownership interest in subsidiaries:
Recognition of non-controlling interests on acquisition
of subsidiaries 33.8 -
Acquisition of non-controlling interests (Note 29) (0.1) (12.7)
Dividends paid to non-controlling interests (3.4) (1.7)
Recognition of non-controlling interests on acquisition
of control of former joint venture (1) - (0.7)
Reclassification of non-controlling interest shareholder
loans to liabilities - (0.3)
Total non-controlling interests 59.5 21.8
---------------------------------------------------------
(1) On acquisition of control of the Leopard Portfolio (Note 33), the non-controlling interest's proportionate share (6 per cent) of the identifiable net liabilities of GBP0.7 million was recognised.
The following table summarises the financial information relating to the Group's material non-controlling interests in LSO, IHL and RHHL, before any intra-group eliminations.
31 August 2018 31 August 2017
Other Other
individually Total individually Total non-
immaterial non-controlling immaterial controlling
LSO IHL RHHL subsidiaries interests RHHL subsidiaries interests
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Principal place United United United United
of business Kingdom Kingdom Kingdom Kingdom
Country of Isle of
incorporation Man BVI BVI BVI
NCI % 20.0% 25.9% 17.52% 17.52%
Summarised
balance sheet
Investment
property 163.4 119.0 229.0 223.7
Derivative
financial
instruments 0.3 - 0.1 -
Trade and other
receivables 0.8 0.2 2.6 8.0
Cash and cash
equivalents 4.0 2.7 4.7 -
Borrowings,
including
finance leases (72.8) (51.7) (113.3) (113.1)
Trade and other
payables (5.1) (3.1) - (1.0)
Adjusted net
assets 90.6 67.1 123.1 117.6
NCI share of
adjusted net
assets 18.1 17.4 21.6 20.6
Tax attributable
to NCI - - - -
Carrying amount
of NCI 18.1 17.4 21.6 2.4 59.5 20.6 1.2 21.8
Summarised
statement of
comprehensive
income
Revenue 9.8 9.1 14.6 14.0
Profit for the
year 6.6 7.3 15.9 14.2
Profit
attributable to
NCI 1.3 1.9 2.8 1.4 7.4 3.0 0.5 3.5
Other
comprehensive
income
attributable to
NCI - - - - - - 0.1 0.1
Dividends paid to
NCI 1.0 0.6 1.8 - 3.4 1.6 0.1 1.7
Summarised cash
flow statement
Cash inflow from
operating
activities 10.7 5.5 4.1 11.4
Cash
(outflow)/inflow
from investing
activities (0.5) - 5.6 (3.0)
Cash outflow from
financing
activities (10.4) (2.8) (5.7) (5.4) Net increase in cash and cash equivalents (0.2) 2.7 4.0 3.0 29. TRANSACTIONS WITH non--controlling interests
At 1 September 2016, 4C Investments was a non-controlling shareholder of RHHL, with an 11.43 per cent equity interest (1,938 shares) in the issued share capital. The Company had a loan balance outstanding from 4C Investments, for which a share charge was created in favour of the Company over 4C Investment's entire shareholding in RHHL. The total loan balance outstanding, of both principal and interest, was GBP14.2 million on maturity at 31 December 2016. In the absence of repayment, the Company exercised its security over the shares. On 7 February 2017, the 1,938 shares formally transferred to the Company for an agreed transfer price of GBP6,295 per share, valuing the total shareholding at GBP12.1 million. The carrying value of the non-controlling interest at the date of transfer was GBP12.7 million and, as a result, a gain of GBP0.4 million was recognised directly in equity after transaction costs including tax paid by the Group on behalf of 4C Investments. During the year ended 31 August 2018, the Group clawed back historic tax paid on behalf of 4C Investments. This has been treated as an adjustment to the carrying amount of the non-controlling interest acquired and has resulted in a gain of GBP0.5 million directly in equity.
In advance of the Leopard Portfolio disposal (refer to Note 8), the non-controlling interest of a Leopard Portfolio subsidiary, Leopard Germany Property Ed 2 GmbH & Co. KG ("LGPEd2") was acquired by the Group for GBP0.4 million. The non-controlling interest's share of net liabilities at the date of sale were GBPNil million and therefore a loss of GBP0.4 million has been recognised directly in equity. The gain attributable to equity holders of the Parent as a result of these disposals is set out in the table below:
31 August 31 August
2018 2017
GBPm GBPm
Carrying amount of non-controlling interest acquired:
4C Investments 0.5 12.7
Non-controlling interests of LGPEd2 - -
0.5 12.7
Transfer value attributed to 4C Investments (net of transaction costs) - (12.3)
Consideration paid to non-controlling interests of LGPEd2 (0.4) -
Increase in equity attributable to equity holders of the Parent 0.1 0.4
30. cash GENERATED FROM OPERATIONS
31 August 31 August
2018 2017
Continuing operations Note GBPm GBPm
Cash flows from operating activities
Profit before tax 97.4 73.5
Adjustments for:
Straight lining of rental income (0.5) (1.1)
Depreciation 18 0.2 -
Share-based payments 27 1.0 1.0
Gain on revaluation of investment property 14 (10.8) (10.8)
Gain/(loss) on revaluation of investment property
held for sale 21 (0.9) 3.9
Gain on disposal of investment property 14 (1.5) (9.2)
Gain on disposal of investment property held
for sale 21 (1.8) (1.5)
Net gain on disposal of subsidiaries 8 (15.4) -
Net gain on business combinations 9 (4.4) -
Other income and expense 10 0.4 0.3
Foreign exchange loss 0.8 -
Finance income 11 (0.6) (3.4)
Finance expense 11 29.3 28.4
Other finance expense 12 0.6 6.5
Change in fair value of derivative financial
instruments (6.1) (4.5)
Net gain on sale of joint venture interests 16 0.1 (4.9)
Net impairment of joint ventures and associate
interests (0.1) 0.1
Share of post-tax loss from joint ventures 16 - 2.3
Share of post-tax profit from associate 17 (0.3) (1.1)
Transfer of foreign currency translation on
disposal of joint venture interest - (2.0)
87.4 77.5
Changes in working capital (0.4) (1.9)
Cash generated from operations 87.0 75.6
31. fair value of Financial Instruments
basis for determining fair values
The Group measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements.
Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.
Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data.
Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments.
The fair value of financial instruments that are traded in active markets is based on quoted market prices or dealer price quotations. For all other financial instruments, the Group uses valuation techniques to arrive at a fair value that reflects a price that would have been determined by willing market participants acting at arm's length at the reporting date. For common and simple financial instruments, such as over-the-counter interest rate swaps and caps, the Group uses widely recognised valuation models for determining the fair value. The models use only observable market data and require little management judgement which reduces the uncertainty associated with the determination of fair values. For other financial instruments, the Group determines fair value using net present value or discounted cash flow models and comparisons to similar instruments for which market observable prices exist. Varying degrees of judgement are required in the determination of an appropriate market benchmark. Assumptions and inputs used in valuation techniques include risk-free and benchmark interest rates, credit spreads and other premia used in estimating discount rates, foreign currency exchange rates and expected price volatilities and correlations. Availability of observable market prices and inputs vary depending on the products and markets and is prone to changes based on specific events and general conditions in the financial markets.
The tables below present information about the Group's financial instruments carried at fair value as of 31 August 2018 and 31 August 2017.
Level 1 Level 2 Level 3 Total
GBPm GBPm GBPm fair value
GBPm
31 August 2018
Financial assets
Derivative financial assets (Note
23) - 1.1 - 1.1
- 1.1 - 1.1
Financial liabilities
Derivative financial liabilities
(Note 23) - (2.9) - (2.9)
- (2.9) - (2.9)
31 August 2017
Financial assets
Investment at fair value (Note 15) 8.5 - - 8.5
Derivative financial assets (Note
23) - 0.4 - 0.4
8.5 0.4 - 8.9
Financial liabilities
Derivative financial liabilities
(Note 23) - (7.8) - (7.8)
- (7.8) - (7.8)
Derivative financial instruments have been categorised as 'Level 2', as although they are priced using directly observable inputs, the instruments are not traded in an active market. In the 2017 financial year, the investment in IHL was categorised as a 'Level 1' investment and priced using quoted prices in an active market; the AltX of the JSE.
As stated in Note 14 and 21 respectively, the Group considers investment property and non-current assets held for sale to be categorised as 'Level 3'. As stated in Note 22, the Group considers all bank loans to be categorised as 'Level 3'. GBP131.6 million of fixed rate debt was reclassified by the Group from 'Level 2' during the year. Finance lease obligations are as classified as 'Level 3, the fair value of which is presented in Note 22.
The fair value of loans to joint ventures is presented in Note 16 and this financial asset is classified as 'Level 3'.
The carrying values of trade and other receivables, cash and cash equivalents and trade and other payables are considered to be a reasonable approximation of fair value.
32. related party transactions
Related parties of the Group include: associate undertakings; joint ventures; Directors and key management personnel; connected parties; the major shareholder Redefine Properties Limited ("RPL"); as well as entities connected through common directorships.
31 August 31 August
2018 2017
GBPm GBPm
Related party transactions
Revenue ransactions
Rental income
RBH 22.0 14.0
Other income
Joint Venture investment management and performance fee income
RI Menora German Holdings S.à.r.l. 0.1 -
Leopard Portfolio - 0.3
Wichford VBG Holding S.à.r.l. - 3.5
- 3.8
Administration costs and other fees
OSIT investment management fees (0.6) -
Distribution received from investment at fair value
International Hotel Properties Limited - 0.2
Finance income
Joint Venture loan interest income
Leopard Portfolio - 1.5
Wichford VBG Holding S.à.r.l. - 0.8
RI Menora German Holdings S.à.r.l. 0.3 0.4
Related parties of Menora joint venture 0.1 -
4C UK Investments Limited - 0.5
0.4 3.2
31 August 31 August
2018 2017
GBPm GBPm
Capital transactions
Investment property (capitalised expenditure)
Project monitoring fee to RBH - construction works 0.2 0.1
Investment at fair value through profit or loss
International Hotel Properties Limited (shares acquired/transferred at cost) - 1.0
Investment in associate
Transfer price of 4C Investments interest in RBH (1.3) 1.3
Dividends received from RBH (including held for sale investment) (0.7) (1.2)
Non-controlling interests
Transfer price of 4C UK Investments Limited's interests in RHHL - 12.1
Adjustment to carrying value of the non-controlling interest in RHHL (Note 29) 0.6 -
Related party balances
Loans to joint ventures
RI Menora German Holdings S.à.r.l. 5.2 4.3
Trade and other receivables
RBH - tenant lease incentives 1.2 0.8
RI Menora German Holdings S.à.r.l - interest receivable and trading balances 0.3 0.5
1.5 1.3
Trade and other payables
RI Menora German Holdings S.à.r.l (0.4) -
Wichford VBG Holding S.à.r.l - (0.6)
(0.4) (0.6)
31 August 31 August
2018 2017
GBPm GBPm
Related party transactions with equity holders of the Parent
Redefine Properties Limited - IHL acquisition - share-for-share exchange 7.9 -
Redefine Properties Limited - IHL acquisition - cash 7.5 -
Redefine Properties Limited - cash dividends 14.8 13.8
Redefine Properties Limited - scrip dividends - 1.7
Redefine Properties Limited
On 1 November 2017, the Group issued 12.5 million shares to Redefine Properties at 40.0p per share to acquire 5.0 million shares in IHL valued at GBP1 per share. On 13 November 2017, the Group issued 4.8 million shares to Redefine Properties at 40.0p per share to acquire 1.9 million shares in IHL valued at GBP1 per share. On 24 November 2017, the Group issued 2.5 million shares to Redefine Properties at 40.0p per share in settlement of the 1.0 million shares in IHL that had been acquired with effect from 17 November 2017 at GBP1 per share. On the same date, the Group paid Redefine Properties GBP7.5 million in settlement of 7.5 million shares in IHL that had transferred at GBP1 per share with effect from 17 November 2017. All transactions are considered to be at arms-length.
4C UK Investments Limited
On 7 February 2017, the Company exercised its security against a loan advanced to 4C Investments that had matured. In settlement of the GBP14.2 million balance outstanding, the following investments were transferred to the Group:
- 4C Investments' non-controlling interest in RHHL for a transfer price of GBP12.1 million (Note 29);
- 4C Investments' shareholding in RBH for a transfer price of GBP1.3 million (Note 21); and - 4C Investments' shareholding in IHL for a transfer price of GBP1.0 million.
As the total transfer price for the shares was GBP14.4 million, GBP0.2 million cash was paid back by the Company to 4C Investments. On the same date, the Company entered into a lock-up agreement with 4C Investments whereby the latter had the right to buy back the transferred shares in RHHL and RBH on or before 31 January 2018 at the transfer price. 4C Investments did not exercise the right to reacquire the RHHL shares before 31 January 2018. The right to acquire the RBH shares was formally extended and 4C Investments formally re-acquired the shares on 14 February 2018. As part of the transaction, 4C Investments contractually agreed to reimburse the Group for historic non-resident landlord tax paid on 4C Investments behalf in relation to its non-controlling interest in RHHL. This reimbursement has been treated as an adjustment to the carrying amount of the non-controlling interest. Refer to Note 29.
OSIT
OSIT indirectly holds the 20 per cent non-controlling interest in the newly acquired LSO portfolio and is contracted as the manager of each property. RDI entered into revised management contracts on acquisition for OSIT to continue as manager for a minimum term of ten years. Management fees are payable on a ratcheted basis with reference to the forecast EBITDA of each property. OSIT has charged GBP0.6 million of management fees since the Group acquired control of the portfolio on 12 January 2018.
Directors
Non-executive Directors and Executive Directors represent key management personnel. The remuneration paid to Non-executive Directors for the year ended 31 August 2018 was GBP0.5 million (31 August 2017: GBP0.4 million) which represents Directors' fees only. The remuneration payable to Executive Directors for the year ended 31 August 2018 was GBP2.6 million (31 August 2017: GBP2.7 million), representing salaries, benefits and bonuses. 5.8 million contingent share awards were issued to Executive Directors during the year (31 August 2017: 4.9 million). The IFRS 2 share-based payment charge associated with the cumulative contingent share awards to the Executive Directors was GBP0.9 million (31 August 2017: GBP0.9 million) for the year.
The table below shows Directors' dealings in shares for the period 1 September 2016 to 31 August 2018:
Number of Price per
ordinary shares ordinary share
Name Date of transaction Transaction acquired acquired
Marc Wainer 4 December 2015 Scrip dividend 3,052 52.4p
25 November
Adrian Horsburgh 2016 Scrip dividend 347 38.9p
25 November
Bernard Nackan 2016 Scrip dividend 682 38.9p
27 February
Stephen Oakenfull 2017 Share acquisition 50,000 36.6p
27 February
Adrian Horsburgh 2017 Share acquisition 50,000 36.4p
27 February
Donald Grant 2017 Share acquisition 50,000 36.3p
Adrian Horsburgh 26 June 2017 Scrip dividend 1,842 36.2p
Bernie Nackan 26 June 2017 Scrip dividend 619 36.2p
13 November
Marc Wainer 2017 IHL consideration 3,157,846 40.0p
13 November
Mike Watters 2017 IHL consideration 70,790 40.0p
Donald Grant 16 January 2018 Share acquisition 25,000 35.9p
Mike Watters 17 January 2018 Share acquisition 67,000 35.9p
Bernard Nackan 25 June 2018 Scrip dividend 669 35.4p
Adrian Horsburgh 25 June 2018 Scrip dividend 1,989 35.4p
33. ACQUISITION OF SUBSIDIARIES (ASSET ACQUISITION)
On 6 April 2017, the Group reached a conditional agreement to acquire the controlling interest in the Leopard Portfolio, previously held as a joint venture with RPL (refer to Note 16). Shareholder approval was subsequently received on 25 April 2017 and the transaction completed with economic effect from 1 March 2017. Aggregate consideration paid to RPL was EUR49.0 million (GBP41.9 million) and allocated as follows:
- EUR0.3 million (GBP0.3 million) for the equity interests acquired; and - EUR48.7 million (GBP41.6 million) for the shareholder loans acquired.
Including transaction costs, the total cash outflow in respect of the acquisition was GBP42.1 million.
On completion, the Group obtained control of the Leopard Portfolio, becoming exposed to the variable returns of the portfolio and having the ability to affect those returns by directing its activities. The Group therefore began consolidating the Leopard Portfolio on a line-by-line basis from 1 March 2017, with the resulting elimination of intra-group shareholder loans. The transaction was not considered a business combination, having regard to associated processes acquired, and was therefore recognised as an asset acquisition. The net assets of Leopard on acquisition were EUR87.2 million (GBP74.5 million). The carrying value of the Group's existing joint venture interest, which was derecognised on loss of joint control, was EUR44.3 million (GBP37.7 million).
The premium paid to RPL on acquisition of EUR6.8 million (GBP5.9 million) including transactions costs, was solely allocated to investment property as it was not separately identifiable. The carrying value of the Leopard property portfolio on 1 March 2017 was EUR175.5 million (GBP149.9 million) and, as a result, the total amount recognised as an addition on consolidation was EUR182.3 million (GBP155.8 million). Refer to Note 14.
The Group has subsequently sold the majority of its interest in the Leopard Portfolio during the year ended 31 August 2018 as further outlined in Note 8.
34. earnings per share
Earnings per share is calculated on the weighted average number of shares in issue and the profit attributable to shareholders.
31 August 31 August
2018 2017
GBPm GBPm
--------------------------------------------------------- --------- ---------
Profit attributable to equity holders of the Parent 88.9 66.1
Group adjustments:
Gain on revaluation of investment property (10.8) (10.8)
(Gain)/loss on revaluation of investment property
held for sale (0.9) 3.9
Gain on disposal of investment property (1.5) (9.2)
Gain on disposal of investment property held for
sale (1.8) (1.5)
Net gain on disposal of subsidiaries (15.4) -
Net gain on business combinations (4.4) -
Loss on revaluation of investment at fair value - 0.3
Loss on disposal of other non-current assets held
for sale 0.1 -
Amortisation of intangible assets 0.3 0.2
Re-measurement of financial liability - 1.3
Net change in fair value adjustments on substantial
modification of borrowings - 4.3
Other finance costs 0.4 0.3
Change in fair value of derivative financial instruments (6.1) (4.5)
Loss/(gain) on sale of joint venture interests 0.1 (5.6)
Net (impairment reversal)/impairment of joint ventures
and associate interests (0.1) 0.2
Deferred tax (0.5) 3.5
Current tax 0.7 -
Joint venture adjustments:
Loss on revaluation of investment property 0.2 0.9
Loss on sale of subsidiaries - 0.7
Change in fair value of derivative financial instruments (0.7) (1.1)
Deferred tax 0.2 0.6
Elimination of joint venture unrecognised profits(1) 0.4 0.8
Non-controlling interest adjustments:
Gain on revaluation of investment property 1.4 1.1
Change in fair value of derivative financial instruments 0.2 (0.1)
Gain on disposal of subsidiaries 1.1 -
Impairment of investment in associate - (0.1)
Deferred tax 0.1 (0.4)
EPRA earnings 51.9 50.9
Company adjustments:
Accretion of fair value adjustments 0.8 0.9
Foreign currency movements 0.8 (2.0)
Underlying earnings 53.5 49.8
Number of ordinary shares (millions)
Weighted average 1,886.5 1,809.9
Dilutive effect of:
Contingently issuable share awards under the Long
Term Performance Share Plan 4.6 1.3
Contingently issuable share awards under the Long
Term Restricted Stock Plan 1.2 0.7
--------------------------------------------------------- --------- ---------
Diluted weighted average 1,892.3 1,811.9
--------------------------------------------------------- --------- ---------
Earnings per share (pence)
- Basic 4.7 3.7
- Diluted 4.7 3.6
EPRA earnings per share (pence) 2.75 2.8
Diluted EPRA earnings per share (pence) 2.74 2.8
Underlying earnings per share (pence) 2.84 2.75
Dividend per share (pence) 2.7 2.6
First interim dividend per share (pence) 1.35 1.3
Second interim dividend per share (pence) 1.35 1.3
--------------------------------------------------------- --------- ---------
(1) The Group has ceased to recognise the Esplanade in the IFRS statements as the cumulative losses of the joint venture to date have equalled or exceeded the cost of the Group's investment (refer to Note 16). This adjustment eliminates the restricted losses for the year attributable to the Esplanade.
Headline earnings per share is calculated in accordance with Circular 04/2018 issued by the South African Institute of Chartered Accountants ("SAICA"), a requirement of the Group's JSE listing. This measure is not a requirement of IFRS.
31 August 31 August
2018 2017
GBPm GBPm
-------------------------------------------------------------- --------- ---------
Profit attributable to equity holders of the Parent 88.9 66.1
Group adjustments:
Gain on revaluation of investment property (10.8) (10.8)
(Gain)/loss on revaluation of investment property
held for sale (0.9) 3.9
Gain on disposal of investment property (1.5) (9.2)
Gain on disposal of investment property held for
sale (1.8) (1.5)
Net gain on disposal of subsidiaries (15.4) -
Net gain on business combinations (5.5) -
Loss on disposal of other non-current assets held
for sale 0.1 -
Loss/(gain) on sale of joint venture interests 0.1 (5.6)
Net (impairment reversal)/impairment of joint ventures
and associate interests (0.1) 0.2
Transfer of foreign currency translation on disposal
of joint venture interests - (2.0)
Deferred tax 1.3 3.5
Joint Venture Adjustments:
Loss on revaluation of investment property 0.2 0.9
Loss on sale of subsidiaries - 0.7
Deferred tax 0.2 0.6
Elimination of joint venture unrecognised profits/(losses)(1) (0.3) (0.1)
Non-controlling interest adjustments:
Gain on revaluation of investment property 1.4 1.1
Gain on disposal of subsidiaries 1.1 -
Impairment of investment in associate - (0.1)
Deferred tax 0.1 (0.4)
Headline earnings attributable to equity holders
of the Parent 57.1 47.3
Number of ordinary shares (millions)
Weighted average 1,886.5 1,809.9
Diluted weighted average 1,892.3 1,811.9
-------------------------------------------------------------- --------- ---------
Headline earnings per share (pence)
Basic 3.0 2.6
Diluted 3.0 2.6
-------------------------------------------------------------- --------- ---------
(1) The Group has ceased to recognise the Esplanade in the IFRS statements as the cumulative losses of the joint venture to date have equalled or exceeded the cost of the Group's investment (refer to Note 16). This adjustment eliminates the restricted losses for the year attributable to the Esplanade.
35. net asset value per share
31 August 31 August
2018 2017
GBPm GBPm
Net assets attributable to equity holders of the
Parent 803.3 740.4
Group adjustments:
Fair value of derivative financial instruments 1.8 7.4
Deferred tax 9.5 10.4
Joint venture adjustments:
Fair value of derivative financial instruments 2.8 3.5
Elimination of unrecognised derivative financial
instruments(1) (2.8) (3.5)
Deferred tax 0.6 0.4
Non-controlling interest adjustments:
Fair value of derivative financial instruments 0.1 -
Deferred tax (0.3) (0.3)
EPRA NAV 815.0 758.3
Group adjustments:
Fair value of derivative financial instruments (1.8) (7.4)
Excess of fair value of debt over carrying value (3.7) (5.0)
Deferred tax (9.5) (10.4)
Joint venture adjustments:
Fair value of derivative financial instruments (2.8) (3.5)
Elimination of unrecognised derivative financial
instruments (1) 2.8 3.5
Deferred tax (0.6) (0.4)
Non-controlling interest adjustments:
Fair value of derivative financial instruments (0.1) -
Deferred tax 0.3 0.3
EPRA NNNAV 799.6 735.4
Number of ordinary shares (millions)
In issue 1,900.4 1,828.1
Dilutive effect of:
Contingently issuable share awards under the Long
Term Performance Share Plan 4.6 1.3
Contingently issuable share awards under the Long
Term Restricted Stock Plan 1.2 0.7
Diluted 1,906.2 1,830.1
Net asset value per share (pence):
- Basic 42.3 40.5
- Diluted 42.1 40.5
EPRA diluted NAV per share (pence) 42.8 41.4
EPRA diluted NNNAV per share (pence) 41.9 40.2
(1) The Group has ceased to recognise the Esplanade in the IFRS statements as the cumulative losses of the joint venture to date have equalled or exceeded the cost of the Group's investment (refer to Note 16). This adjustment eliminates the derivative financial instruments attributable to the Esplanade from the proportionate adjustments.
36. contingencies, guarantees and commitments
A former subsidiary of the Group, Redefine Australian Investments Limited, has undergone a review by the Australian Tax Office in respect of its calculation of Capital Gains Tax arising on the disposal of securities formerly held in Cromwell Property Group during 2013, 2014 and 2015. The Directors remain of the view, having sought advice from reputable tax agents and advisers, that the respective filing positions were correct and therefore following the orderly wind down of activities, the Directors placed the company into liquidation in January 2018.
At 31 August 2018, the Group was contractually committed to expenditure of GBP9.5 million (31 August 2017: GBP16.8 million), of which GBP8.3 million was committed to the future development and enhancement of investment property.
37. SUBSEQUENT events
On 10 September 2018, the Group completed on the acquisition of a 13.5 acre land interest in Bicester, Oxfordshire for GBP7.9 million. The site has been consented for the development of two distribution units totalling 288,000 sqft in size. On the same day, the Group entered into a development agreement with Albion Land to construct the two units. In this respect, the Group has committed to further payments of GBP7.8 million and GBP10.3 million which become payable on practical completion of the first and second unit respectively. The first unit is expected to achieve practical completion in April 2019 and the second by the end of December 2019.
On 27 September 2018, the Group completed the acquisition of Southwood Business Park, an industrial estate in Farnborough, Hampshire for a total consideration of GBP26.3 million, reflecting a net initial yield of 6.2 per cent.
On 12 October 2018, the Group drew EUR19.4 million from a new facility secured over its property at Ingolstadt in Germany following completion of the main development and handover to Primark. The facility matures in June 2023 and carries a margin of 1.3 per cent. and amortises by EUR0.3 million per annum.
38. DIVIDS
During the year ended 31 August 2018, the second interim dividend of 1.3 pence per share for the half year ended 31 August 2017 was distributed, as well as the interim dividend of 1.35 pence per share for the six month period ended 28 February 2018. Both dividends were settled partly in cash and partly through the issue of scrip dividends.
The Board has declared a second interim dividend in respect of the year ended 31 August 2018 of 1.35 pence per share. The record date for the dividend will be Friday 30 November 2018, with payment made on Tuesday 18 December 2018. The payment will be made entirely in cash with no scrip alternative offered.
39. approval of financial statements
The financial statements were approved by the Board on 25 October 2018.
OTHER INFORMATION
EPRA property analysis
The following tables and disclosures provide additional quantitative and qualitative information of the Group's property portfolio in line with the EPRA Best Practice Recommendations.
Portfolio summary
The following tables present the key property metrics of the Group's property portfolio and sub-sectors:
31 August 2018 Annualised EPRA
gross topped EPRA
Market rental EPRA up Reversionary occupancy
value income ERV NIY yield yield WAULT by ERV Indexed
GBPm GBPm GBPm % % % yrs % %
UK Commercial 515.9 29.7 31.5 5.1 5.2 5.6 5.3 98.1 16.0
UK Retail 481.0 38.7 38.1 6.4 6.8 7.3 7.8 95.9 20.6
UK Hotels 364.9 26.0 26.0 5.9 5.9 6.4 18.2 100.0 9.3
Total UK 1,361.8 94.4 95.6 5.8 6.0 6.4 7.5 96.8 16.0
Europe 258.6 15.2 15.2 4.4 4.9 5.5 5.0 98.0 95.1
Total 1,620.4 109.6 110.8 5.6 5.8 6.3 7.0 97.1 27.0
Controlled assets 1,595.0 107.8 109.0 5.6 5.8 6.3 7.0 97.0 26.6
Held in joint ventures
(proportionate share) 25.4 1.8 1.8 6.4 6.4 6.7 5.5 100.0 52.9
UK Commercial
31 August 2018 Market Annualised ERV EPRA EPRA Reversionary WAULT EPRA Indexed
value gross GBPm NIY topped yield yrs occupancy %
GBPm rental % up % by ERV
income yield %
GBPm %
Offices - Serviced 163.4 11.0 10.9 6.0 6.0 6.0 n/a n/a -
Offices - Greater London 113.3 5.1 5.9 4.0 4.0 4.8 3.6 96.7 13.3
Offices - Regions 60.7 4.4 4.5 5.8 6.6 7.0 5.1 95.5 22.0
UK Offices 337.4 20.5 21.3 5.3 5.4 5.8 4.3 96.2 8.1
Distribution & Industrial 134.7 6.4 7.9 4.4 4.4 5.5 4.2 100.0 3.1
Automotive 43.8 2.8 2.3 6.2 6.2 4.9 11.3 100.0 100.0
UK Commercial 515.9 29.7 31.5 5.1 5.2 5.6 5.4 98.1 16.0
UK Retail
31 August 2018 Market Annualised ERV EPRA EPRA Reversionary WAULT EPRA Indexed
value gross GBPm NIY topped yield yrs occupancy %
GBPm rental % up % by ERV
income yield %
GBPm %
UK Shopping Centres 290.9 26.1 25.8 6.9 7.3 8.1 7.7 96.4 25.8
UK Retail Parks 184.8 12.0 11.9 5.7 5.9 6.0 8.2 94.7 10.2
UK Other Retail 5.3 0.6 0.4 5.9 9.0 7.6 3.9 100.0 -
UK Retail 481.0 38.7 38.1 6.4 6.8 7.3 7.8 95.9 20.6
UK Hotels
31 August 2018 Market Annualised ERV EPRA EPRA Reversionary WAULT EPRA Indexed
value Gross GBPm NIY Topped yield yrs Occupancy %
GBPm Rental % Up % by ERV
GBPm Yield %
%
Greater London 186.5 12.5 12.5 5.7 5.7 6.3 n/a n/a -
Regional 130.9 11.0 10.9 6.6 6.6 7.0 n/a n/a 0.9
RBH managed portfolio 317.4 23.5 23.4 6.1 6.1 6.6 n/a n/a 0.4
Travelodge 47.5 2.4 2.6 4.8 4.8 5.1 18.2 100.0 95.3
UK Hotels 364.9 26.0 26.0 5.9 5.9 6.4 18.2 100.0 9.3
Europe
31 August 2018 Market Annualised ERV EPRA EPRA Reversionary WAULT EPRA Indexed
value gross GBPm NIY topped yield yrs occupancy %
GBPm rental % up % by ERV
Income yield %
GBPm %
German Shopping Centres 190.6 10.5 10.4 3.9 4.6 5.1 5.0 98.7 94.9
German Supermarkets and
Retail Parks 68.0 4.7 4.8 5.7 5.7 6.6 5.2 96.6 95.4
Europe 258.7 15.2 15.2 4.4 4.9 5.5 5.0 98.0 95.1
EPRA NIY
The below table presents the calculation of the Group's net initial yield which is the annualised rental income based on the cash rents passing at the reporting date less estimated non-recoverable property operating over gross market value of the property portfolio. The topped up yield allows for the expiration of rent-free periods.
UK UK UK Europe Group
Commercial Retail Hotels GBPm total
GBPm GBPm GBPm GBPm
Investment property - wholly owned 504.6 481.0 364.9 244.5 1,595.0
Investment property - held in joint ventures 11.3 - - 14.1 25.4
Market value of total portfolio 515.9 481.0 364.9 258.6 1,620.4
Allowance for estimated purchasers' costs 35.1 32.7 24.8 16.6 109.2
Grossed up property portfolio valuation 551.0 513.7 389.7 275.2 1,729.6
Triple net rent 28.3 33.1 23.1 12.0 96.5
Impact of expiration of rent-free periods 0.5 1.8 - 1.4 3.7
Topped-up triple net rent 28.8 34.9 23.1 13.4 100.2
EPRA NIY (%) 5.1 6.4 5.9 4.4 5.6
EPRA topped-up NIY (%) 5.2 6.8 5.9 4.9 5.8
EPRA Cost Ratio
The below table presents the calculation of the Group's cost ratio which is the Group's operating costs (as adjusted for certain items) as a percentage of the Group rental income net of ground rent.
UK UK UK Europe Other Group
Commercial Retail Hotels GBPm GBPm total
GBPm GBPm GBPm GBPm
Rental income 31.3 38.4 24.5 17.8 - 112.0
Operating lease expense (0.3) - (1.1) - - (1.4)
Adjusted for:
Serviced Office rental income and operating lease expense (1) (9.5) - - - - (9.5)
Esplanade restricted income (2) (0.9) - - - - (0.9)
EPRA adjusted rental income 20.6 38.4 23.4 17.8 - 100.2
Rental expense (4.5) (2.8) (1.3) (2.7) - (11.3)
Administration expenses (1.1) (0.3) (0.8) (0.9) (11.3) (14.4)
Operating lease expense 0.3 - 1.1 - - 1.4
Adjusted for:
Serviced Office rental and administrative expenses (1) 4.2 - - - - 4.2
EPRA adjusted operating expenses (1.1) (3.1) (1.0) (3.6) (11.3) (20.1)
Direct vacancy costs 0.6 2.7 0.1 1.1 - 4.5
EPRA adjusted operating expenses (excluding direct vacancy
costs) (0.5) (0.4) (0.9) (2.5) (11.3) (15.6)
EPRA Cost Ratio (%) inc. direct vacancy costs 20.1%
EPRA Cost Ratio (%) exc. direct vacancy costs 15.6%
(1) Excludes the London Services Office portfolio due to the operational nature of that business
(2) As detailed in Note 16 of the financial statements, the Group's interest in the Esplanade has been reduced to date to GBPNil due to the share of losses to date being in excess of the Group's investment. Rental income attributable to the Esplanade is therefore excluded from total rental income for the purpose of calculating the Cost Ratio which is prepared on a proportionate basis. There is negligible rental expense attributable to this joint venture.
EPRA capital expenditure analysis
31 August 2018 UK UK UK Total Joint Group
Commercial Retail Hotels Europe IFRS ventures total
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Capital expenditure on like-for-like portfolio(1) 1.0 4.0 3.2 5.9 14.1 - 14.1
Capitalised
finance costs - - - 0.7 0.7 - 0.7
Capital expenditure 1.0 4.0 3.2 6.6 14.8 - 14.8
31 August 2017 UK UK UK Total Joint Groups
Commerical Retail Hotels Europe IFRS ventures total
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Capital expenditure on like-for-like portfolio(1) 1.0 3.5 2.9 12.2 19.6 - 19.6
Capitalised
finance costs - - 0.2 0.3 0.5 - 0.5
Capital expenditure 1.0 3.5 3.1 12.5 20.1 - 20.1
(1) Capital expenditure on the like-for-like portfolio includes:
UK Commercial
Office
GBP0.7 million of planning costs incurred on Charing Cross and GBP0.3 million on the refurbishment of additional London office space in advance of letting (31 August 2017: GBP0.3 million);
Distribution and Industrial
During 2017, GBP0.4 million on the refurbishment of vacant space at Severalls Industrial Estate, Colchester and GBP0.3 million on the refurbishment of a unit at Camino Park, Crawley in advance of letting to DFS Trading Limited;
UK Retail
UK Shopping Centres
GBP1.7 million expenditure on the phased development of the food court at West Orchards Shopping Centre, Coventry in addition to external works. GBP0.7 million on refurbishment works of the car park at St. Georges Shopping Centre, Harrow. GBP0.5 million of general improvement works across the rest of the shopping centres (GBP1.5 million total expenditure across portfolio in 2017);
UK Retail Parks and Other Retail
GBP0.7 million on several expansion schemes across UK Retail Parks (31 August 2017: GBP1.4 million). GBP0.4 million on the redevelopment of Albion Street, Derby to combine the basement, ground, first and second floors of three existing units into a single, modern space to accommodate TK Maxx (31 August 2017: GBP0.6 million);
UK Hotels
GBP2.4 million on the refurbishment of the Holiday Inn Express, Edinburgh and commencement of extension works. GBP0.8 million primarily on completion of the 12-room extension of the Holiday Inn Express, Southwark (31 August 2017: GBP2.9 million); and
Europe
GBP5.7 million on the redevelopment of the existing shopping centre in Ingolstadt, Germany (31 August 2017: GBP11.9 million). GBP0.2million was also spent on the first phase of the food court refurbishment in the Berlin shopping centre (31 August 2017: GBP0.3 million).
Top ten tenants
Ranking Tenant Portfolio Sector Annualised Total gross Number of
gross rental rental units held
income income by tenant
GBPm %
1 B&Q Plc UK Retail Home and DIY 3.5 3.2 5
2 Tesco Stores Ltd UK Retail Groceries 3.5 3.2 1
3 Primark UK Retail Fashion 3.1 2.9 8
4 UK Government bodies UK Commercial Government associated 2.8 2.6 11
5 Travelodge UK Hotels Limited Service 2.4 2.2 6
6 Royal Mail UK Commercial Services 2.0 1.8 2
7 OBI Europe Home and DIY 1.7 1.5 3
8 Wilko's UK Retail Discount and value 1.5 1.4 3
9 Debenhams UK Retail Department store 1.6 1.4 2
10 Refresco Gerber UK Ltd UK Commercial Distribution 1.4 1.3 2
23.6 21.5 43
Top 20 assets
Portfolio EPRA
by Annualised Topped EPRA
Market market Gross EPRA Up Occupancy
As at Value value Area Rental ERV NIY Yield WAULT By ERV Indexed
31 August 2018 GBPm % m(2) GBPm GBPm % % yrs % %
------ ------ -----
Berlin, Schloss
Centre 84.0 5.2 18,581 4.4 4.4 4.2 4.2 5.1 97.1 91.0
Northampton, Weston
Favell 78.2 4.8 30,757 6.5 6.7 6.8 7.4 7.4 94.4 53.9
Hamburg, Bahnhoff
Altona 74.5 4.6 15,042 4.3 4.1 4.8 4.8 3.5 99.8 97.8
Crawley, Camino
Park Distribution
Center 72.4 4.5 33,171 2.7 4.0 3.5 3.5 4.7 100.0 7.1
London, Harrow,
St Georges 70.2 4.3 20,133 5.0 4.8 5.7 5.8 3.4 98.6 4.0
Wigan, Grand Arcade 69.9 4.3 41,487 7.4 6.7 7.7 8.0 8.1 97.5 36.8
London, Monument,
St Dunstans 66.2 4.1 5,428 4.6 4.5 6.1 6.1 n/a n/a -
London, Charing
Cross Road 58.5 3.6 3,716 2.0 2.4 3.2 3.2 4.4 100.0 33.7
Banbury, Banbury
Cross Retail Park 51.0 3.1 16,610 3.2 3.6 5.0 5.5 6.8 82.5 13.4
London, Watford,
The Arches Retail
Park 50.0 3.1 11,599 3.2 2.8 6.0 6.0 9.0 100.0 -
Top ten assets 674.8 41.6
Bridgwater, Express
Park Distribution
Center 48.5 3.0 47,207 2.8 3.1 5.4 5.4 3.3 100.0 -
London, Southwark
Holiday Inn Express 47.0 2.9 3,936 2.7 2.7 5.0 5.0 n/a n/a -
Edinburgh, DoubleTree
Hilton 43.3 2.7 7,250 3.0 2.9 6.1 6.1 n/a n/a 3.3
London, Merton,
Priory Retail Park 36.2 2.2 6,255 1.9 2.0 5.0 5.0 8.7 100.0 -
London, Liverpool
Street, New Broad
Street 33.8 2.1 3,291 2.2 2.1 5.4 5.4 n/a n/a -
London, Earl's Court
Holiday Inn Express 33.1 2.0 2,781 2.2 2.2 5.9 5.9 n/a n/a -
London, St Pauls,
Little Britain 32.8 2.0 3,429 1.9 1.9 5.3 5.3 n/a n/a -
Ingolstadt, City
Arkaden 32.2 2.0 12,211 1.9 1.8 1.1 5.0 8.2 100.0 97.5
London, Limehouse
Holiday Inn Express 31.5 1.9 5,747 2.0 2.0 5.6 5.6 n/a n/a -
London, Waterloo,
Boundary Row 30.6 1.9 3,326 2.4 2.3 7.2 7.2 n/a n/a -
Top 20 assets 1,043.8 64.5
Other Alternative Performance measures
The following tables provide the basis of calculation of APMs that are not otherwise reconciled in other sections of this results announcement. Further discussion of these APMs is provided in the Financial Review.
Interest cover
31 August 31 August
2018 2017
Group (proportionately consolidated) GBPm GBPm
Net rental income 99.1 93.5
Net finance expense (28.7) (29.0)
Interest cover (times) 3.5 3.2
Total Accounting Return
31 August 31 August
2018 2017
Group (proportionately consolidated) Per share Per share
Dividends paid (pence) 2.65 2.6
Growth in EPRA NAV (pence) 1.4 1.4
4.1 4.0
Prior year EPRA NAV (pence) 41.4 40.0
Total Accounting Return (%) 9.8 10.0
Dividend Yield
31 August 31 August
2018 2017
Group (proportionately consolidated) Per share Per share
Dividends declared (pence) 2.7 2.6
EPRA NAV (pence) 42.8 41.4
Dividend Yield (%) - on EPRA NAV 6.3 6.3
Dividends declared (pence) 2.7 2.6
Group share price at reporting date (pence) 33.8 39.4
Dividend Yield (%) - on Group share price 8.0 6.6
Dividend Pay-out Ratio
31 August 31 August
2018 2017
Group (proportionately consolidated) Per share Per share
Dividends declared (pence) 2.7 2.6
Underlying earnings (pence) 2.84 2.75
Dividend Pay-out ratio (%) 95.1 94.5
GLOSSARY
Annualised gross Annualised gross rent generated by the asset at the
rental income balance sheet date, which is made up of the contracted
rent, including units that are in rent-free periods,
and estimates of turnover rent.
AUK Aegon UK property portfolio
Aviva Aviva Commercial Finance Limited
Board The Board of Directors of RDI REIT P.L.C.
BVI British Virgin Islands
CPI Consumer Price Index
EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation
EPRA European Public Real Estate Association
EPRA cost ratio Administrative and operating costs expressed as a percentage
of gross rental income as defined by EPRA
EPRA earnings Earnings from operational activities as defined by
EPRA's Best Practice guidelines
EPRA NAV European Public Real Estate Association Net Asset Value
EPRA NIY European Public Real Estate Association Net Initial
Yield. The annualised rental income based on the cash
rents passing at the balance sheet date, less non-recoverable
property operating expenses, divided by the gross market
value of the property
EPRA NNNAV European Public Real Estate Association Triple Net
Asset Value
EPRA occupancy Occupancy expressed as a percentage of ERV, representing
a measure of let space
EPRA topped-up initial Net initial yield adjusted for the expiration of rent
yield free periods or other incentives
EPS Earnings per share
ERV The estimated market rental value of lettable space
which could reasonably be expected to be obtained on
a new letting or rent review
EU European Union
EUR or Euro Euro, the lawful common currency of participating member
states of the European Monetary Union
GBP, Pound or Sterling Great British Pound, the legal currency of the UK
GRESB Global Real Estate Sustainability Benchmark
IASB International Accounting Standards Board
IFRS International Financial Reporting Standards
IHL International Hotel Properties Limited
Indexed leases A lease with rent review provisions which are dependent
upon calculations with reference to an index such as
the consumer price index or the retail price index
IPD Investment Property Databank
JSE JSE Limited, licensed as an exchange and a public company
incorporated under the laws of South Africa and the
operator of the Johannesburg Stock Exchange
Lease incentives Any incentives offered to occupiers to enter into a
lease. Typically, the incentive will be an initial
rent-free period, or a cash contribution to fit out
or similar costs
Like-for-like net Net income generated by assets which were held by the
income Group throughout both the current and comparable periods
for which there has been no significant development
which materially impacts upon income and used to illustrate
change in comparable income values
Like-for-like property Property which has been held at both the current and
comparative balance sheet dates for which there has
been no significant development and used to illustrate
change in comparable capital values
LSE The London Stock Exchange
LSO London Serviced Office Portfolio
Loan-to-value or The ratio of net debt divided by the market value of
LTV investment property. Calculated on a proportionate
(share of value) basis. See Financial Review for basis
of calculation
LuxSE The Luxembourg Stock Exchange
NAV Net Asset Value
NCI Non-controlling interest
Net debt Total nominal value of bank borrowings less cash and
cash equivalents
OSIT Office Space in Town, the Group's strategic partner
and non-controlling shareholder in the LSO portfolio
RCF Revolving Credit Facility
RDI REIT P.L.C. RDI, RDI REIT P.L.C. and, when taken together with all its
the Company or the subsidiaries and Group undertakings, collectively referred
Group to as the "Group"
RBH RBH Hotel Group Limited, formerly RedefineBDL Hotel
Group Limited
Redefine Properties Redefine Properties Limited, a company listed on the
or RPL JSE, and the majority shareholder of the Company
Reversionary yield The anticipated yield to which the initial yield will
rise (or fall) once the rent reaches the ERV.
RevPar Revenue per available room
RICS Royal Institute of Chartered Surveyors
RIHL Redefine International Holdings Limited
RIMH Redefine International Management Holdings Limited
RHHL Redefine Hotel Holdings Limited
SAICA South African Institute of Chartered Accountants
TSogo Sun Southern Sun Africa
UK United Kingdom
UK-REIT A UK Real Estate Investment Trust. A REIT must be a
publicly quoted company with at least three-quarters
of its profits and assets derived from a qualifying
property rental business. Income and capital gains
from the property rental business are exempt from tax
but the REIT is required to distribute at least 90
per cent of those profits to shareholders. Tax is payable
on non-qualifying activities of the residual business
Underlying earnings EPRA earnings adjusted for the impact of non-cash debt
accretion charges and FX gains and losses reflected
in the income statement
WAULT Weighted average unexpired lease term
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
FR FEWFALFASEES
(END) Dow Jones Newswires
October 25, 2018 02:00 ET (06:00 GMT)
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