We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for streaming realtime charts, analysis tools, and prices.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Sirius Real Estate Ld | LSE:SRE | London | Ordinary Share | GG00B1W3VF54 | ORD NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 1.00 | 1.06% | 95.20 | 95.15 | 95.35 | 95.25 | 93.00 | 93.00 | 69,765 | 09:07:27 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Real Estate Investment Trust | 270.1M | 79.6M | 0.0590 | 16.06 | 1.28B |
From Apr 2023 to Apr 2024
TIDMSRE
RNS Number : 6098B
Sirius Real Estate Limited
05 June 2023
SIRIUS REAL ESTATE LIMITED
(Incorporated in Guernsey)
Company Number: 46442
JSE Share Code: SRE
LSE (GBP) Share Code: SRE
LEI: 213800NURUF5W8QSK566
ISIN Code: GG00B1W3VF54
5 June 2023
Sirius Real Estate Limited
("Sirius Real Estate", "Sirius", the "Group" or the "Company")
Results for the year ended 31 March 2023
Sirius grows FFO growth to exceed EUR100 million FFO ambition and supports 29% dividend increase
-Record like-for-like rental growth drives 9th consecutive year of dividend increase-
Sirius Real Estate, the leading owner and operator of branded business and industrial parks providing conventional space and flexible workspace in Germany and the UK, announces its consolidated financial results for the year to 31 March 2023.
Operating platform continues to drive rental and FFO growth
-- 36.9% increase in Funds from Operations ("FFO") to EUR102.1 million (2022: EUR74.6 million), exceeding five-year EUR100 million target set in 2018
-- 7.7%* increase in Group annualised like-for-like rent roll to EUR175.9* million (2022: EUR163.3* million) driven by continued strong occupier demand in Germany and the UK
-- 24.5% increase in adjusted profit before tax to EUR96.0 million (2022: EUR77.1 million). Profit before tax decreased 48.5% to EUR87.0 million (2022: EUR168.9 million) primarily as a result of EUR7.7 million valuation deficit in 2023 compared to a EUR140.9 million surplus in the previous year.
-- 28.9% increase in FFO per share to 8.74c (2022: 6.78c) -- 17.2% increase of EPRA EPS to 7.55c (2022: 6.44c)
Strong operational performance supporting 28.8% increase in dividend and strong total return
-- 25.7% increase in H2 dividend to 2.98c per share (2022: 2.37c per share), amounting to a 28.8% uplift in the total dividend for the financial year to 5.68c (2022: 4.41c), maintaining the same pay-out ratio of 65% of FFO
Income driven valuation gains
-- 1.1% increase in investment property book value** to EUR2,123.0 million (2022: EUR2,100.1 million) as a result of strong income growth and investment offsetting yield expansion
-- Gross yield of 7.3% (2022: 6.9%) in Germany and 9.3% net yield (2022: 8.0%) in the UK
-- EPRA NTA per share increasing by 0.8% to 108.11c (2022: 107.28c) demonstrating the resilience of the portfolio
-- Adjusted NAV per share increased 0.6% to 109.21c (2022: 108.51)
EUR90 million of asset recycling, with disposals achieved at 25% combined aggregate premium to book value
-- EUR44.6 million of acquisitions with annualised NOI of EUR1.6 million and 54% occupancy completed across three new sites in Germany
-- EUR45.8 million of disposals with annualised NOI of EUR1.8 million and limited further growth opportunity completed across six transactions (including the sale of two non-income producing land parcels in Germany), achieving a combined 25% aggregate premium to the last book value prior to each sale
Strong balance sheet with only c. 5% of total debt expiring within next 3 years
-- Total cash balance of EUR124.3 million, of which EUR99.2 million of cash in is unrestricted, providing capacity for further acquisitions and investment (2022: EUR151.0 million total cash of which EUR127.3 million unrestricted)
-- 41.6% net LTV (March 2022: 41.6%) and Net Debt to EBITDA of 7.7x
-- 95% of total Group debt (EUR975.1 million) at fixed interest rates for a minimum of 3.25 years
-- EUR170.0 million facility with Berlin Hyp AG and EUR58.3 million Deutsche Pfandbriefbank facility have been refinanced (the latter post period end) to 2030 extending the Group weighted debt expiry to 5.0 years and increase the weighted cost of debt to 2.1% (from 1.4% at 31 March 2022)
-- EUR1.6 billion of unencumbered assets (2022: EUR1.6 billion)
Outlook
-- The new financial year has started well, driven by continued strong occupier demand in both markets and the Group continues to trade in line with market expectations
-- In Germany, stable occupancy rates and the easing of energy price pressures continue to offset wider macro-economic concerns
-- Sirius continues to assess further growth options in both Germany and the U.K. on an opportunistic basis, including recycling of mature assets and reinvesting in value-add opportunities
-- Organic growth opportunities remain strong, particularly with further investment into the portfolio as well as taking advantage of the high inflationary environment
Commenting on the results, Andrew Coombs, Chief Executive Officer of Sirius Real Estate, said: "Sirius has delivered another positive set of annual results, with sizeable rental growth underpinned by continued occupier demand for our high-quality and affordable products in both Germany and the UK. This is now the ninth consecutive year of like-for-like rental growth in excess of 5% in the year. This strong operational performance enabled us to deliver a significant increase to the annual dividend, which rose 29%, and to surpass our EUR100 million FFO ambition, with a 37% increase over the prior year to EUR102.1 million. The Company also recycled EUR90 million of assets over the past twelve months, including six disposals achieved at a 25% combined aggregate premium to book value. We will continue to pursue an opportunistic asset recycling programme where we see opportunities to crystalise returns and drive value."
"Looking ahead, our outlook remains positive: our balance sheet is strong, with cash reserves of EUR124 million and around 95% of the Group's debt secured at fixed interest rates for at least the next three years, and we continue to trade in line with market expectations. While we remain alert to the potential impact of ongoing global macro-economic uncertainty, Sirius remains well placed to continue to deliver attractive returns for shareholders."
Notes:
*Group rent roll and rental income KPI's have been translated utilising a constant foreign currency exchange rate of GBP:EUR 1.1374, being the closing exchange rate as at 31 March 2023.
** Including leased investment properties
WEBCAST
There will be an in-person presentation for analysts/investors at 08:30 BST (09.30 CET/ SAST) today, hosted by Andrew Coombs, Chief Executive Officer, and Alistair Marks, Chief Investment Officer and Interim Chief Financial Officer, at Peel Hunt's offices (100 Liverpool Street, London, EC2M 2AT).
There will also be a live webcast available, which can be accessed via the below link:
Webcast link: https://stream.brrmedia.co.uk/broadcast/642c14c009685ed988693297
For further information:
Sirius Real Estate
Andrew Coombs, CEO / Alistair Marks, CIO and Interim CFO
+49 (0) 30 285 010 110
FTI Consulting (Financial PR)
Richard Sunderland / James McEwan / Talia Shirion / Sebastian Duran de Huerta
+44 (0) 20 3727 1000
SiriusRealEstate@fticonsulting.com
NOTES TO EDITORS
About Sirius Real Estate
Sirius is a property company listed on the main and premium market of the London Stock Exchange and the main board of the JSE Limited. It is a leading owner and operator of branded business and industrial parks providing conventional space and flexible workspace in Germany and the UK. As of 31 March 2023, the Group's portfolio comprised 140 assets let to 9,201 tenants with a total book value of over EUR2.1 billion, generating a total annualised rent roll of EUR178.3 million. Sirius also holds a 35% stake in Titanium, its EUR350+ million German-focused joint venture with clients of AXA IM Alts.
The Company's strategy centres on acquiring business parks at attractive yields and integrating them into its network of sites - both under the Sirius name and alongside a range of branded products. The business then seeks to reconfigure and upgrade existing and vacant space to appeal to the local market via intensive asset management and investment and may then choose to selectively refinance or dispose of assets once they meet maturity, to release capital for new investment. This active approach allows the Company to generate attractive returns for shareholders through growing rental income, improving cost recoveries and capital values, and enhancing returns through securing efficient financing terms. The Company has a strong track record for growing its income and has delivered like-for-like rent roll growth in excess of 5% for the last nine consecutive years.
For more information, please visit: www.sirius-real-estate.com
Follow us on LinkedIn at https://www.linkedin.com/company/siriusrealestate/
Follow us on Twitter at @SiriusRE
LEI: 213800NURUF5W8QSK566
JSE Sponsor: PSG Capital
Chairman's Statement
Delivering on our ambition
I am pleased to be writing this as part of my fifth Annual Report as Chairman, and doubly pleased to be able to share another year of strong financial and operational performance despite a backdrop of continuing macroeconomic and geopolitical volatility.
Sirius has continued to execute on its strategy, which remains focused on the acquisition and management of business parks in Germany and the UK that have attractive yields, value-add potential or both. We use our operating platform to transform these parks into higher quality assets through investment and intensive asset management, an approach which has paid dividends as it has enabled us to work with customers through this present inflationary environment.
The Group continues to deliver on its ambition by capturing rent roll growth in both Germany and the United Kingdom whilst maintaining a robust balance sheet. The Board has authorised a dividend of 2.98c per share for the second half of the financial year, representing 65% of FFO, and a 25.7% increase on the 2.37c per share dividend for the equivalent period in the prior year. This brings the total dividend for the year to 5.68c, an increase of 28.8% on the 4.41c dividend for the year ended 31 March 2022.
Our sustainability agenda
We are proud of the progress we are making on our work to build a sustainable future, and we recognise the significant challenges that our sector and portfolio face in the coming years. These challenges remain a key focus in Board discussions and in recognition of the importance of this work, our Chief Executive Officer, Andrew Coombs, continues to chair the Sirius Real Estate Sustainability and Ethics Committee.
Chief Marketing and Impact Officer Kremena Wissel, a long-standing member of the Sirius leadership team, has overall responsibility for leading our sustainability initiatives as well as the broader ESG agenda within the operating companies. This year we are establishing a dedicated internal ESG team, reporting to Kremena, and we look forward to welcoming new colleagues who will further strengthen and accelerate our progress in this space.
Board changes
In March, we announced the appointment of Chris Bowman as Chief Financial Officer and we look forward to welcoming him to both the business and the Board of Sirius Real Estate in August 2023. Chris brings nearly 25 years' accounting, finance and capital markets experience, and he is extremely well qualified to oversee the continued financial management of the Group.
Chris' arrival allows Alistair Marks, our interim Chief Financial Officer, to resume his focus on his role as Chief Investment Officer, which he has held since January 2021. Alistair will step down from the Sirius Board at this year's AGM in July and I'd like to thank him for returning to his former Chief Financial Officer role allowing us to undertake a thorough search for the best permanent candidate, and for his continued valuable contribution to the Group.
Our leadership team
A key strength of the business continues to be the long-term commitment of our senior leadership team. Chief Executive Officer Andrew Coombs has been with the business for more than ten years and has recently restated his commitment to see through a number of our sustainability and growth ambitions to 2030. Additionally, a significant number of the executive leadership team have accompanied Andrew on this journey, from rescuing and turning Sirius around in 2010 to the successful multi-geography business it is today. Andrew is supported by a core group of long-standing and committed leaders throughout the business, including Kremena Wissel, Rüdiger Swoboda, Alistair Marks and Craig Hoskins, all of whom have been with Sirius for more than a decade as well as Tariq Khader, Mo Jiwaji, Anthony Payne and Vince Scammell in the UK, all of whom and remain dedicated to driving future growth.
Of course, these individuals are complemented by experienced experts who are more recent joiners to the business - adding capabilities in areas ranging from asset management to ESG and more, including our BizSpace leadership team in the UK.
Looking ahead
There are a number of headwinds on the horizon that will challenge the Sirius business model in the coming years, most notably the higher interest rate environment, broader geopolitical uncertainty, and cost-of-living challenges in both the UK and Germany. We remain alert in assessing these risks, and the impact they will have on our business, and take confidence from our strong track record of adapting and thriving in the face of other significant external challenges in recent years.
Overall, we are confident that the strength of our balance sheet, our experienced management team and our long-term strategic view will enable our business to continue its growth journey in the years ahead. Sirius is well run and adaptive and continues to be a highly investible proposition.
Thank you
On behalf of the Board, I would like to express my gratitude to everyone across Sirius for their contributions to our successes in this financial year. I look forward to the coming financial year with confidence in our team, our business model and our ambition as we build on our strong foundations.
Daniel Kitchen
Chairman
2 June 2023
"We are confident that the strength of our balance sheet, our experienced management team and our long-term strategic view will enable our business to continue its growth journey in the years ahead."
Asset management review - Group highlights
Key highlights:
Hot Features
Premium
31 March 31 March Variance Variance
Metric 2023 2022 EUR %
------------------------------------ -------- -------- -------- --------
Total annualised rent roll* (EUR
million) 178.3 165.0 13.3 8.1
Like-for-like annualised rent roll*
(EUR million) 175.9 163.3 12.6 7.7
Average rate (EUR) per sqm* 8.11 7.39 0.72 9.7
Average rate (EUR) per sqm like for
like* 8.10 7.40 0.70 9.5
Total occupancy (%) 83.9 85.3 - (1.6)
Like for like occupancy (%) 84.5 85.6 - (1.3)
Cash in bank (EUR million) 99.2 127.3 (28.1) (22.1)
Cash collection (%) 98.6 98.4 - 0.2
------------------------------------ -------- -------- -------- --------
* The Company has chosen to disclose certain Group rental income figures utilising a constant foreign currency exchange rate of GBP:EUR 1.1374, being the closing exchange rate as at 31 March 2023.
Introduction
The last financial year has been one of a changing environment and uncertainty around the European commercial real estate market, which is why the Company has decided to concentrate on what it has rather than continue to grow acquisitively as it has over the last years. Sirius' management has always indicated that the Company's business model works well in both good and bad times and now is the opportunity to show that. Its ability to provide a mix of conventional and flexible space allows it to adapt to a changing environment and continue to grow organically when others in the market face difficulty.
The focus over the last twelve months has been to continue the Group's capex investment into its vacant space with the aim of continuing to increase occupancy and rate achieved per lettable sqm as well as to replenish this opportunity within its portfolio through selective asset recycling. Success has been achieved on all fronts with substantial like-for-like rental income increases in both the UK and Germany along with some excellent recycling of equity from mature or non-core assets with limited growth opportunity into assets with substantial value-add and income growth opportunity which can be realised over the next few years. As such, the Company has seen record like-for-like rental growth but the total shareholder returns, including NAV growth, seen in the last financial year have not reached similar hights. Nevertheless, the Company has a solid foundation to continue to provide excellent risk-adjusted returns for its stakeholders over the next few potentially turbulent years.
Operational platform continues to capture rental growth
Despite the current economic environment, the Company continues to see strong demand for the range of conventional and flexible spaces it offers both in the UK and in Germany. Across both Germany and the UK, the Company was able to sign 2,737 new deals, occupying 203,263 sqm and providing new annual contractual revenue of EUR28.0* million.
As such, like-for-like annualised rent roll increased by 7.3% in Germany and 8.7% in the UK, which blends to 7.7*% at Group level. This represents the ninth consecutive year of like-for-like rent roll growth in excess of 5%. These improvements were driven by an 8.1% and 14.8% increase in the like-for-like average rental rate in Germany and the UK respectively . However, the Group's total occupancy was lower at 83.9% (31 March 2022: 85.3%), reflecting a slight drop in like-for-like occupancy due to the focus on price in both Germany and the UK as well as some recycling of mature assets into value-add assets with more vacancy and hence opportunity. The strong demand that Sirius is able to generate for its offerings allows the Company to focus on capturing inflationary increases as well as reversion within its existing tenant base. Achieving the largest like-for-like rental growth in the Company's history whilst also increasing the opportunity within its vacancy puts Sirius in an excellent position to continue this growth over the next few years without the need for substantial acquisitive growth.
EUR178.3m
total annualised rent roll
EUR8.11 per sqm
average rate
98.6%
cash collection rate
Asset management review - Germany
Key highlights:
31 March 31 March Variance
Metric 2023 2022 Variance %
----------------------------------------- -------- -------- -------- --------
Total annualised rent roll (EUR million) 123.1 113.7 9.4 8.3
Like-for-like annualised rent roll
(EUR million) 120.7 112.5 8.2 7.3
Average rate (EUR) per sqm 6.86 6.31 0.55 8.7
Average rate (EUR) per sqm like for
like 6.83 6.32 0.51 8.1
Total occupancy (%) 83.4 84.2 - (1.0)
Like for like occupancy (%) 84.0 84.5 - (0.6)
Cash collection (%) 98.4 98.4 - -
----------------------------------------- -------- -------- -------- --------
German market overview
As the German economy recovered from the effects of the Covid-19 pandemic, market uncertainty increased due to the escalation of the Ukraine war and the resulting energy and cost of living crisis. The impacts of these were softened by initiatives of the German Government such as the "Energiepreisbremse" where the consumers were sheltered from increasing costs up to 80% of the previous year's consumption as well as other initiatives such as not being required to pay for energy consumption for the month of December. These savings, which are to be passed onto the consumer, dampened some of the negative impact of the inflationary pressures faced by companies operating within the German economy. Nevertheless, this has resulted in a slow-down in the German economy where only 1.8% GDP growth was recorded in 2022 compared to 2.7% in 2021. The increase in prices, coupled with dampening foreign demand and supply chain bottlenecks, has created uncertainty, which when combined with higher costs of borrowing has resulted in decisions for take-up of larger industrial, logistics and in particular office spaces being delayed. Conversely the demand for flexible and smaller spaces has been increasing which is an area in which Sirius can take advantage. Despite these challenges and in light of the supply chain bottlenecks, the Company has still managed to let some larger storage spaces in the year. Overall, however the occupier market has been more challenging over the last year than it was prior to the Covid-19 pandemic.
The Company has been able to reduce the impact of higher energy prices on its tenants through some fixed-price contracts it put in place before the large increases came into force. This, coupled with the competitive rental rates that Sirius offers its tenants, positions the Company well to continue to support its tenant base and grow its rental income for many years to come. The Company continued to adopt a highly dynamic and flexible approach to its marketing activities with several initiatives launched based on data generated from detailed analysis of online search patterns and take advantage of the increase in demand for storage and flexible office space. Flexibility and competitive pricing continued to be key factors in decision making. Accordingly, the Company generated an increased number of enquiries compared with the prior year which resulted in an increase in the volume of sales by sqm.
EUR123.1m
total annualised rent roll
EUR6.86 per sqm
average rate
98.4%
cash collection rate
Lettings and rental growth
The German portfolio recorded a like-for-like increase in its annualised rent roll of 7.3% to EUR120.7 million (31 March 2022: EUR112.5 million) whilst the total annualised rent roll increased in the year end by EUR9.4 million to EUR123.1 million (31 March 2022: EUR113.7 million). Of this growth EUR8.2 million related to organic growth, EUR1.2 million was lost from disposals and EUR2.4 million represented the impact from acquisitions.
The EUR8.2 million organic growth was made up of EUR6.3 million coming from uplifts from existing tenants, either through contractual lease indexation or increases upon renewal, as well as EUR1.9 million from the net of move-ins over move-outs. The latter can be further broken down into move-outs of 164,562 sqm that were generating EUR14.7 million of annualised rent roll at an average rate of EUR7.47 per sqm being offset by move-ins of 154,110 sqm generating EUR16.6 million of annualised rent roll at an average rate of EUR8.98 per sqm. The combination of the above has resulted in like-for-like rate per sqm increasing by 8.1% to EUR6.83 (31 March 2022: EUR6.32) demonstrating the ability of the Company to realise the benefits of the investments into its portfolio, even in challenging markets.
Like-for-like occupancy in Germany has decreased by 0.5% to 84.0% (31 March 2022: 84.5%) due to some large known move-outs in the first half of the financial year. The Company has nevertheless made further progress in investing in its sub-optimal vacant space through its capex investment programme, so the space available to let has increased significantly throughout the year. Additionally, the acquisitions made during the year resulted in a further 18,277 sqm of vacant space, with upgrade potential, being added to this opportunity. Consequently, Sirius has been able to grow like-for-like annualised rent roll by 7.3% in the year whilst further increasing the opportunity to add value and grow income from its vacancy, especially through Sirius' well documented capex investment programme which is described in more detail later in this section.
The movement in annualised rent roll is illustrated in the table below:
EURm
----------------------------------- ------
Annualised rent roll 31 March 2022 113.7
Move-outs (14.7)
Move-ins 16.6
Contracted uplifts 6.3
Disposals (1.2)
Acquisitions 2.4
----------------------------------- ------
Annualised rent roll 31 March 2023 123.1
----------------------------------- ------
The key to another excellent year of organic rental growth, despite a more challenging market, is the Company's ability to generate so many enquiries for its vacant space. This is because most of the enquiries Sirius receives are generated through the Company's in-house marketing platform which is able to adapt to changing markets and always attract a substantial amount of the demand towards Sirius' offerings. Total enquiries for the year were 15,412 compared to 16,180 enquiries generated in the period ended 31 March 2022, which, considering the market conditions, was another strong performance. However, whilst generating leads is important, the ability to convert these into new lettings is paramount. The Sirius operating platform was able to convert these enquiries at a rate of 12% (31 March 2022: 13%) which is indicative of the quality of lead Sirius is able to generate as well as the procedures it has in place to make the sale. As such, a total of 164,184 sqm of space was let (31 March 2022: 162,102 sqm) contributing EUR17.1 million (31 March 2022: EUR15.0 million) to the annual rent roll at an average rate of EUR8.68 per sqm (31 March 2022: EUR7.72 per sqm). This strong lettings performance has more than offset the large move-outs mentioned above and, when coupled with the Company's ability to be able to take advantage of the high inflationary environment and the improvements it is making to its properties, means that Sirius has had another strong year of organic growth and is well positioned to take advantage of further growth over the near term.
Despite those large move-outs, overall tenant retention in the period was encouraging with a 75% renewal rate by sqm in the period being successfully extended (31 March 2022: 75%). Overall, the continued positive performance in marketing, lettings and renewals provides a clear demonstration of the ability of the Company to grow against the backdrop of rapidly changing market dynamics, which included the Covid-19 pandemic, the war in Ukraine, the energy crisis in Germany and resulting inflationary pressures.
Cash collection
The Company continued its trend of strong cash collection performance in the period. Sirius is very focused on cash collection and the advantage of its substantial operating platform is very evident here. The experienced cash collection team, combined with the on-site staff who have established strong relationships with our top tenants, has been key to keeping cash collection rates steady at 98.4% (31 March 2022: 98.4%), even though total billings (net of VAT) increased by 12.0% to EUR182.6 million from EUR163.0 million in 31 March 2022. This demonstrates the resilience of Sirius' tenant base and strength of the Company's cash collection initiatives.
As at year end uncollected debt amounted to EUR2.9 million (31 March 2022: 2.6 million) which mainly related to recently billed service charge and repair and maintenance balancing for prior years. The outstanding rent and service charge prepayments were EUR5.1 million and EUR1.3 million respectively. The Group has issued 48 deferred payment plans (31 March 2022: 10 deferred payment plans) amounting to EUR0.3 million (31 March 2022: EUR0.6 million) and immaterial write offs in the period (31 March 2022: EUR0.01 million). Whilst the number of deferred payment plans has increased, the overall value has decreased. The Company expects to collect most of the outstanding debt for the period over the next twelve months through its regular debt collection activities.
Asset recycling
Given the uncertainty around property values and occupier demand on the back of interest rate increases, changes in office working patterns and ESG, the Company has decided to hold back on substantial acquisitive growth and focus on selective asset recycling whilst retaining strong cash reserves to allow the Company to strike when new opportunities arise. Additionally asset recycling remains an important factor in proving values and replenishing the opportunity from vacancy which is realised through the Group's capex investment programme. The Company was able to complete over EUR90 million in deals in the period.
A summary of the acquisitions and disposals that completed or were notarised in the year is detailed in the table below:
Acquisitions
Annualised
Total Total rental Annualised
investment acquired income NOI
Date EURm sqm EURm EURm Occupancy Gross yield*
---------------- ------- ----------- --------- ---------- ---------- --------- ------------
Düsseldorf Oct-22 39.8 34,310 2.1 1.6 55% 5.3%
Dreieich II Oct-22 3.9 5,648 0.2 - 54% 5.1%
Potsdam Villa May-22 0.9 239 - - 0% 0%
---------------- ------- ----------- --------- ---------- ---------- --------- ------------
Total 44.6 40,197 2.3 1.6 54% 5.2%
------------------------- ----------- --------- ---------- ---------- --------- ------------
* Includes purchaser costs.]
A summary of the opportunities and characteristics of each asset acquired in the period is detailed below.
-- The Düsseldorf asset was purchased for total acquisition costs of EUR39.8 million. The multi-tenanted site is located in close proximity to Düsseldorf International Airport and provides 24,400 sqm of office and 9,900 sqm of industrial space. With over 15,500 sqm of vacant space at the date of notarisation, the site provides significant rental and valuation growth opportunity as well as sufficient day-one net income to replace most of the income lost from disposals. The Company has a number of assets in the Düsseldorf area and Sirius expects to benefit from meaningful operational synergies by adding another.
-- Dreieich comprises a warehouse asset located in a well-developed commercial area in Dreieich, Germany, that is strategically adjacent to an existing property owned by Sirius. With total acquisition costs of EUR3.9 million, the asset consists of 5,200 sqm of industrial space and 439 sqm of residential space which will initially generate around EUR50,000 of annualised net operating income at 54% occupancy. There are plenty of value-add opportunities within this asset, which includes potentially converting the property into a self-storage facility. If progressed, this would add to the Company's existing Smartspace self-storage brand and take advantage of the high demand for self-storage in the area which Sirius has established through operating in the area for the last five years. Sirius currently owns and operates at 32 self-storage locations across Germany and this would be one of the largest and most significant.
-- The final completed purchase was of a 239 sqm office building in Potsdam, Germany, which strategically gives Sirius ownership of an asset located at an entrance to one of the Company's existing business parks. With total acquisition costs of EUR0.9 million the building was purchased fully vacant and gives the Company control of all buildings on a site which is located next to the world famous Babelsberg Film Studios.
The marketing and sales capabilities within the operating platform are part of several asset management disciplines that provide the Company with a significant competitive advantage over other owners of light industrial and business park assets in Germany. This allows Sirius to be more flexible with how it configures and offers its vacant space which should result in the Company being able to more easily fill up and transform these newly acquired sites and hence make the high returns at the asset level which underpins the Company's significant organic growth it generates each year.
Disposals
Total Annualised
sales Total rental Annualised
price disposal income NOI Gross yield
Date EURm sqm EURm EURm Occupancy *
---------------- ------- ------ --------- ---------- ---------- --------- -----------
Magdeburg Apr-22 13.8 32,070 1.3 1.0 69% 9.4%
Heiligenhaus
Land (3,200
sqm) Sep-22 1.0 - - - - -
Camberwell (UK) Jul-22 18.8 3,224 0.4 0.3 91% 2.1%
Ipswich (UK) Dec-22 3.4 7,616 - (0.2) - -
Wuppertal** Apr-23 8.8 15,006 0.7 0.7 79% 8.0%
Dresden Land
(413 sqm)** Apr-23 - - - - - -
---------------- ------- ------ --------- ---------- ---------- --------- -----------
Total 45.8 57,916 2.4 1.8 64% 5.2%
------------------------- ------ --------- ---------- ---------- --------- -----------
* Calculated on net purchase price.
** Asset held for sale, completed 1 April 2022.
Over the last twelve months, the Group sold six assets (including the sale of two non-income producing land parcels in Germany) for a total sales price of EUR45.8 million compared with a book value of EUR36.7 million, representing a 25% aggregate premium to the last book value prior to each sale. These disposals of mature and non-core assets at or above book value demonstrate the Company's ability to recycle its assets even in uncertain market conditions.
German capex investment programmes
The Group's capex investment programme on the German assets has historically been focused on the transformation of the poor-quality vacant space that is typically acquired at very low cost due to it being considered as structural vacancy by former owners. The transformation and take up of this space has not only resulted in significant income and valuation improvements for the Company but has also yielded significant improvements in service charge cost recovery and therefore further increased net operating income. The programme started in 2015 and to date 428,037 sqm of space has been fully transformed for an investment of EUR64.1 million. As at 31 March 2023, this space was generating EUR27.1 million in annualised rent roll (at 73% occupancy) plus the substantial improvement in the recovery of service charge costs. This transformed space has also been the major contributor towards the large valuation increases seen on the portfolio over the last eight years.
In addition to the space that has been completed and let or is currently being marketed, a total of approximately 40,920 sqm of space is either in progress of being transformed or is awaiting approval to commence transformation. A further EUR10.5 million is expected to be invested into this space on top of the EUR1.8 million already spent, and, based on achieving budgeted occupancy, is expected to generate incremental annualised rent roll in the region of EUR3.8 million.
The details of the capex investment programme on this low-quality vacant space is detailed below:
Annualised
rent
Annualised roll * Rate
rent roll
* increase Occupancy Rate per sqm
achieved achieved achieved
Investment Actual increase to Occupancy to per sqm to
March March March
budgeted spend budgeted 2023 budgeted 2023 budgeted 2023
Combined capex
programmes Sqm EURm EURm EURm EURm % % EUR EUR
------------------ ------- ---------- ------ ---------- ----------- --------- ---------- --------- ----------
Completed 428,037 69.5 64.1 26.9 27.1 82% 73% 6.38 7.25
In progress 9,292 2.3 1.8 1.0 - 90% - 10.23 -
To commence
in next financial
year 31,628 10.0 - 2.8 - 84% 73% 8.90 -
------------------ ------- ---------- ------ ---------- ----------- --------- ---------- --------- ----------
Total 468,957 81.8 65.9 30.7 27.1 82% 73% 6.62 -
------------------ ------- ---------- ------ ---------- ----------- --------- ---------- --------- ----------
* See the Glossary section of the Annual Report and Accounts 2023.
In addition to the capex investment programme on acquired "structural" vacant space, Sirius continually identifies and looks for opportunities to upgrade the space that is vacated each year as a result of move-outs. Within the existing vacancy at 31 March 2023, the Company has identified approximately 47,000 sqm of recently vacated space that has potential to be significantly upgraded before it is re-let. This space will require an investment of approximately EUR6.8 million and, at current rates, is expected to generate around EUR3.9 million in annualised rent roll when re-let. Upgrading this vacated space allows the Company to enhance the reversionary potential of the portfolio whilst significantly improving the quality, desirability and hence value of not only the space that is invested into but the whole site.
The analysis below details the sub-optimal space and vacancy at 31 March 2023 and highlights the opportunity from developing this space.
Vacancy analysis - March 2023
------------------------------ ---------
Total space (sqm) 1,792,670
Occupied space (sqm) 1,494,727
Vacant space (sqm) 297,943
Occupancy 83%
------------------------------ ---------
Capex
% of total investment ERV *
space Sqm EURm (post investment)
---------------------------------- ---------- ------- ----------- ------------------
Structural vacancy 2% 40,024 - -
---------------------------------- ---------- ------- ----------- ------------------
Capex investment programme 2% 38,891 (10.5) 3.8
Recently vacated space 3% 47,155 (6.8) 3.9
---------------------------------- ---------- ------- ----------- ------------------
Total space subject to investment 5% 86,046 (17.3) 7.7
---------------------------------- ---------- ------- ----------- ------------------
Lettable vacancy:
Smartspace vacancy 2% 38,635 - 4.4
Other vacancy 7% 133,238 (2.1) 9.4
---------------------------------- ---------- ------- ----------- ------------------
Total lettable space 9% 171,873 (2.1) 13.8
---------------------------------- ---------- ------- ----------- ------------------
Total vacancy 17% 297,943 (19.4) 21.5
---------------------------------- ---------- ------- ----------- ------------------
* See the Glossary section of the Annual Report and Accounts 2023.
The German portfolio's headline 83% occupancy rate means that in total 297,943 sqm of space is vacant as at 31 March 2023. When excluding the vacancy which is subject to investment (5% of total space), and the structural vacancy which is not economically viable to develop (2% of total space), the Company's occupancy rate based on space that is readily lettable is approximately 90%.
Whilst the capex investment programmes are a key part of Sirius' strategy, they represent one of several ways in which the Company can organically grow income and capital values. A wide range of asset management capabilities including the capturing of contractual rent increases (especially whilst inflation is high), uplifts on renewals and the re-letting of space at higher rates are also expected to contribute to the Company's annualised rent roll growth going forward.
Whilst the Company will continue to look to asset recycling to replenish the vacancy which is let up after transformation, the Company maintains a risk adjusted strategy and expects to continue to hold a significant amount of core mature assets in order to maintain a balanced portfolio that provides a combination of stable, long-term financeable income with value-add assets with growth potential.
Well-diversified income and tenant base
Against the backdrop of continued market disruption, be it geopolitical conflict or a high inflationary environment, the importance of a well-diversified tenant base and wide range of products is evident. Sirius' portfolio includes production, storage and out of town office space that caters to multiple uses and a range of sizes and types of tenants. The Company's business model is underpinned by its tenant mix which provides stability through its large long-term anchor tenants and opportunity through the SME and flexible individual tenants.
The Group's large anchor tenants are typically multinational corporations occupying production, storage and related office space whereas the SMEs and individual tenants occupy space on both a conventional and a flexible basis including space marketed under the Company's popular Smartspace brand which provides tenants with a fixed cost and maximum flexibility. The Company's largest single tenant contributes 2.1% of total annualised rent roll whilst 7.9% of its annualised rent roll comes from government tenants.
SMEs in Germany, the Mittelstand, are typically defined as companies with revenues of up to EUR50.0 million and up to 500 employees. SME tenants remain a key target group which the Company's internal operating platform has demonstrated an ability to attract in significant volumes as evidenced through the high number of enquiries that are generated each month, mainly through the Company's own marketing channels. The wide range of tenants that the Sirius marketing and sales team is able to attract is a key competitive advantage for the Company and results in a significantly de-risked business model when compared to other owners of multi-tenanted light industrial and business park assets.
The table below illustrates the diverse nature of tenant mix within the Sirius portfolio at the end of the reporting period:
No. of % of total
tenants Annualised annualised
as at % of rent roll rent roll Rate
31 March Occupied occupied * * per sqm
2023 sqm sqm EURm % EUR
--------------------- --------- --------- --------- ---------- ----------- --------
Top 50 anchor
tenants(1) 50 668,734 45% 47.5 38% 5.91
Smartspace SME
tenants(2) 2,868 70,113 5% 8.3 7% 9.92
Other SME tenants(3) 2,939 755,880 50% 67.3 55% 7.42
--------------------- --------- --------- --------- ---------- ----------- --------
Total 5,857 1,494,727 100% 123.1 100% 6.86
--------------------- --------- --------- --------- ---------- ----------- --------
(1) Mainly large national/international private and public tenants.
(2) Mainly small and medium-sized private and public tenants.
(3) Mainly small and medium-sized private and individual tenants.
* See the Glossary section of the Annual Report and Accounts 2023.
Smartspace and First Choice
Sirius' Smartspace products are designed with flexibility in mind, allowing tenants to benefit from a fixed cost which continues to be desirable even in challenging market conditions. The majority of Smartspace has been developed from space that is either sub-optimal or considered to be structurally void by most light industrial real estate operators. Following conversion, the area is transformed into space that can be let at significantly higher rents than the rest of the business park and, as a result, is highly accretive to both income and value. The Company was able to add 11,006 sqm of Smartspace offering from 96,390 sqm in the prior year to 107,396 sqm which is an increase of more than 11%. Whilst this has reduced total Smartspace occupancy to 65% (31 March 2022: 73%), the Company has been able to capture rate increases across all of its product lines which has more than offset this lower occupancy.
The most significant growth occurred in the Smartspace storage product. The Company's market research through its marketing and sales platforms indicated strong demand in this sector and Sirius was able to act accordingly to capture some of this. The addition of 6,569 sqm of Smartspace storage helped grow this product line's rental income contribution by EUR0.4 million.
Additionally a further 2,374 sqm of First Choice Office space and 4,661 sqm of Smartspace Office space were created in the period which contributed to rental growth of EUR0.1 million and EUR0.3 million respectively.
The total amount of Smartspace in the portfolio at the year end was 107,396 sqm (31 March 2022: 96,390 sqm), generating EUR8.4 million (31 March 2022: EUR7.7 million) of annualised rent roll which equates to 6.8% of the Company's total annualised rent roll. Average rate per sqm continued to increase by 7.5% year on year, highlighting the premium pricing opportunity associated with flexibility.
The table below illustrates the contribution of each of the Smartspace products:
Annualised
rent roll % of total Rate *
* Smartspace per sqm
(excl. annualised (excl.
service rent roll service
Smartspace product Occupied Occupancy charge) * charge)
type Total sqm sqm % mEUR % EUR
-------------------- --------- -------- --------- ---------- ----------- --------
First Choice office 7,491 3,231 43% 0.9 11% 22.31
SMSP office 36,692 24,265 66% 3.0 36% 10.28
SMSP workbox 5,972 5,510 92% 0.5 6% 7.02
SMSP storage 54,386 35,942 66% 3.6 43% 8.35
SMSP container - - - 0.3 3% n/a
-------------------- --------- -------- --------- ---------- ----------- --------
SMSP subtotal 104,541 68,948 66% 8.3 99% 9.93
-------------------- --------- -------- --------- ---------- ----------- --------
SMSP FlexiLager 2,855 1,166 41% 0.1 1% 9.21 -------------------- --------- -------- --------- ---------- ----------- -------- SMSP total 107,396 70,114 65% 8.4 100% 9.92 -------------------- --------- -------- --------- ---------- ----------- -------- * See the Glossary section of the Annual Report and Accounts 2023.
Asset management review - UK
Key highlights:
31 March 31 March Variance
Metric 2023 2022 Variance %
----------------------------------------- -------- -------- -------- --------
Total annualised rent roll (GBP million) 48.5 45.1 3.4 7.0
Like-for-like annualised rent roll
(GBP million) 48.5 44.7 3.8 8.5
Average rate (GBP) per sq ft 13.39 11.69 1.70 14.5
Average rate (GBP) per sq ft like
for like 13.39 11.67 1.72 14.7
Total occupancy (%) 86.5% 90.5% - (4.6)
Like-for-like occupancy (%) 86.5% 90.5% - (4.6)
Cash collection (%) 99.3% 99.6% - (0.3)
----------------------------------------- -------- -------- -------- --------
Lettings and rental growth
The UK recorded a like-for-like increase in its annualised rent roll of 8.5% to GBP48.5 million (31 March 2022: GBP44.7 million) equating to a 4.5% increase in euro terms to EUR55.2 million (31 March 2022: EUR52.8 million) due to a weakening British pound compared to the euro. The total annualised rent roll increase in the year was GBP3.4 million (EUR3.9 million), with GBP3.9 million (EUR4.4 million) organic growth offset by asset disposals totalling GBP0.6 million (EUR0.7 million).
Encouragingly, like-for-like average rate per sq ft increased by 14.7% to GBP13.39 (31 March 2022: GBP11.67), equating to a 10.4% increase in euro terms to EUR13.66 (31 March 2022: EUR12.37), reflecting management's ability to capture rental growth in the current inflationary environment. In order to capture rate increases in excess of inflation, we have been comfortable ceding a small amount of occupancy in return for these higher rates and we believe this positions us well as the economy begins to recover. Like-for-like occupancy decreased to 86.5% from 90.5% as a result of the price led strategy as well as a small number of known large leavers.
The increase in annualised rent roll over the period can be broken down into move-outs of 1,084,070 sq ft (100,713 sqm) generating GBP17.7 million (EUR20.4 million) of annualised rent roll at an average rate of GBP16.29 per sq ft (EUR16.92 per sqm) being offset by move-ins of 880,861 sq ft that were generating GBP17.6 million (EUR20.3 million) of annualised rent roll at an average rate of GBP19.94 per sq ft (EUR20.70 per sqm). Additionally, rental uplifts on existing tenants added a further GBP4.0 million to the annualised rent roll during the period. As mentioned above two assets were disposed of during the period which accounted for a GBP0.5 million (EUR0.5 million) reduction in annualised rent roll.
The movement in annualised rent roll is illustrated in the table below:
GBPm
----------------------------------- ------
Annualised rent roll 31 March 2022 45.1
Disposals (0.5)
Move-ins 17.6
Move-outs (17.7)
Uplifts on existing tenants 4.0
----------------------------------- ------
Annualised rent roll 31 March 2023 48.5
----------------------------------- ------
Despite a challenging market, driven by market uncertainty over inflation, the UK operating platform generated a healthy number of enquiries for the year, totalling 15,511 for the period ended 31 March 2023 (4.5 months to 31 March 2022: 6,647). In the period 963 deals were secured totalling 420,647 sq ft (39,079 sqm) with an average deal per sqm of 437 sq ft (40 sqm). During the second half of the year the Company averaged 97 deals per month compared to an average of 63 deals per month in the first six months. The annual sales conversion rate of 6.2% was an improvement on the 5.6% for the 4.5 months to 15 November 2021 reflecting the management's focus on improving the sales and marketing functions within BizSpace.
Cash collection
Through a combination of its experienced cash collection team and the team's active management of its tenant base, the cash collection rates remained steady at 99.3% (4.5 months to 31 March 2022: 99.6%). The 99.3% cash collection rate can analysed as total net of VAT billing amounting to GBP48.3 million, total uncollected debt at year end amounting to GBP0.3 million (EUR0.4 million) and GBP29,859 (EUR34,562) written off during the period. There are no deferred payment plans in place and the Company expects to collect the majority of the outstanding debt at year end through its regular debt collection activities.
GBP48.5m
total annualised rent roll
GBP13.39 per sq. ft
average rate
99.3%
cash collection rate
Site Investment
BizSpace has historically invested in its sites in order to maintain and upgrade its spaces which allows it to adapt to changes in tenant demand. In the period under review the Company invested a total of GBP4.8 (EUR5.6) million into its sites focused primarily on improving the condition of spaces to drive occupancy and price. The Company expects to identify further opportunities to invest into its assets in the new financial year whilst continuing to progress its ESG-related investment in order to align itself with the wider Group.
Well-diversified income and tenant base
BizSpace's portfolio includes light industrial, studio, out of town office space and storage that caters to multiple usages and a range of sizes and types of tenants. As a result, the Company's business model is underpinned by a well-diversified tenant base.
The Company's top 100 tenants, which are typically large corporates, account for 24% of the annualised rent roll with the next 900 tenants accounting for 46% of annualised rent roll. The remaining 30% of annualised rent roll relates to over 2,000 SME and micro-SME tenants which occupy 28% of the overall estate.
The table below illustrates the diverse nature of tenant mix within the Sirius portfolio at the end of the reporting period:
No. of
tenants
as at % of Annualised % of total Rate
31 March Occupied occupied rent roll annualised per sq
2022 Sq ft m sq ft GBPm rent roll ft GBP
---------------- --------- -------- --------- ---------- ----------- -------
Top 100 tenants 100 0.9 25% 11.6 24% 12.90
Next 900 900 1.7 47% 22.2 46% 12.54
Remaining SME 2,344 1.0 28% 14.7 30% 15.43
---------------- --------- -------- --------- ---------- ----------- -------
Total 3,344 3.6 100% 48.5 100% 13.39
---------------- --------- -------- --------- ---------- ----------- -------
SMEs in the UK are typically defined as companies with revenues of up to GBP50.0 million and up to 250 employees. The Company's internal operating platform and product offering have a strong track record of attracting and retaining customers in this segment of the market which is expected to continue to grow as a result of structural trends impacting the UK market.
Financial review
EUR100 million FFO milestone achieved
"Sirius has achieved its EUR100 million funds from operations goal with further organic growth as the Company continues its price driven strategy in both Germany and the UK."
Alistair Marks
Interim Chief Financial Officer
Substantial FFO growth
The Company has reported in excess of EUR100 million in FFO for the first time, a five year target that was set in FY18/19 when the FFO run rate was below EUR50 million. Sirius recorded FFO of EUR102.1 million which represents a 36.9% increase over the EUR74.6 million FFO reported last year. Whilst a significant portion of this growth has come from the full year effect of acquisitions that were made in the last financial year, including BizSpace, Sirius has benefited from substantial organic growth and excellent asset recycling despite the challenging markets which are continuing to be affected by instability from the Ukraine conflict and the cost of living crisis in both Germany and the UK. The main driver of organic growth was the 7.7%(1) increase in like-for-like rent roll which increases to 8.1%(1) rent roll growth when incorporating the effect of asset recycling and taking the total rent roll of the Group. This level of like-for-like rental growth was a record for the Company and has mainly come from the Group's price driven strategy which focuses on replacing rental contracts which are under-rented with those closer to market rates whilst also capturing inflationary increases where it can. This has resulted in a slight decline in the Group's total occupancy but the rent growth numbers speak to the success of this strategy.
Trading performance and earnings
The Company has reported a profit before tax in the year ended 31 March 2023 of EUR87.0 million (31 March 2022: EUR168.9 million), representing a decrease of 48.5% from the prior year. This reduction in profit is mainly due to the FFO growth mentioned above being offset by a net valuation deficit of EUR7.7 million (EUR21.4 million valuation increase less EUR29.9 million capex) being reported in the period whereas in the prior year a net valuation gain of EUR140.9 million (EUR163.5 million valuation increase less EUR22.6 million capex) was reported. The EUR27.5 million increase in FFO to EUR102.1 million (31 March 2022: EUR74.6 million) included BizSpace contributing EUR 25.5 million, its first full year contribution to the Group (31 March 2022: EUR5.8 million). The organic growth within this FFO increase came mainly from the 6.4% and 7.7%(1) increases in like-for-like annualised rental income achieved in the March 2022 and March 2023 years respectively.
Both the German and UK businesses saw strong demand for their offerings which translated to the excellent rental growth in the period as explained in more detail in the Asset management section of this report. Additionally, Sirius was able to achieve further improvements to its ancillary income streams which have more than offset some increases in overhead costs due to inflation as well as increasing the capacity of its management platform.
Further acquisitive growth was limited because the Company has decided to pause its large-scale acquisitive growth plans in favour of selective asset recycling due to the uncertainties that exist in the property investment markets within which Sirius operates. As such, the Company can focus more on its organic growth opportunities of which there remain plenty.
The split between the contribution from German operations and BizSpace for the year ended 31 March 2023 is set out in the table below.
Germany UK Group
EURm EURm EURm
----------------- ------- ----- -----
NOI 116.1 37.3 153.4
FFO 75.4 26.7 102.1
Profit after tax 53.1 26.1 79.7
----------------- ------- ----- -----
(1) The Company has chosen to disclose certain Group rental income figures utilising a constant foreign currency exchange rate of GBP:EUR 1.1374, being the closing exchange rate as at 31 March 2023.
On a per share basis, most of what was discussed above is reflected with only a small number of new shares being issued in the period. The impact of valuations stabilising resulted in a 49.4% decrease in basic EPS for the period to 6.82c per share. Adjusted EPS, basic EPRA EPS and diluted EPRA EPS, which exclude the impact of valuations described above, increased by approximately 22.8%, 17.2% and 17.1% respectively reflecting the strong operational performance in the year.
31 March 31 March
2023 2022
Earnings cents per Earnings cents per Change
EURm No. of shares share EURm No. of shares share %
----------------- -------- ------------- ---------- -------- ------------- ---------- ------
Basic EPS 79.6 1,167,757,975 6.82 147.9 1,097,082,162 13.48 (49.4)
Diluted EPS 79.6 1,183,626,763 6.73 147.9 1,112,360,781 13.29 (49.4)
Adjusted EPS* 92.9 1,167,757,975 7.96 71.1 1,097,082,162 6.48 22.8
Basic EPRA EPS 88.2 1,167,757,975 7.55 70.7 1,097,082,162 6.44 17.2
Diluted EPRA EPS 88.2 1,183,626,763 7.45 70.7 1,112,360,781 6.36 17.1
----------------- -------- ------------- ---------- -------- ------------- ---------- ------
* See note 12 and the Business analysis section of the Annual Report and Accounts 2023.
Sirius converted the UK business into a UK Real Estate Investment Trust ("REIT") with effect from 1 April 2022, resulting in BizSpace no longer being subject to UK corporation tax on income from its property rental business, as well as on profits on disposals of assets.
Income
Total revenue reported in the period, which comprises rent, fee income relating to Titanium, other ancillary income from investment properties, and service charge income, increased from EUR210.2 million for the 31 March 2022 year to EUR270.1 million this year. The detail of the EUR59.9 million increase in income is shown on the following table.
Year ended Year ended
31 March 2023 31 March 2022
--------------------- ---------------------
Germany UK Total Germany UK Total
EURm EURm EURm EURm EURm EURm
---------------------------- ------- ----- ----- ------- ----- -----
Rental and other
income from investment
properties 125.5 33.3 158.8 108.7 15.3 124.0
Service charge income
from investment properties 66.6 24.0 90.6 55.0 5.7 60.7
Rental and other
income from managed
properties 10.9 - 10.9 10.9 - 10.9
Service charge income
from managed properties 9.8 - 9.8 14.6 - 14.6
---------------------------- ------- ----- ----- ------- ----- -----
Revenue 212.8 57.3 270.1 189.2 21.0 210.2
---------------------------- ------- ----- ----- ------- ----- -----
Annualised rent roll in Germany increased by 8.3% from EUR113.7 million to EUR123.1 million with net acquisitions and organic growth contributing EUR2.4 million and EUR8.2 million respectively. BizSpace's annualised rent roll increased 7.4%(1) from EUR51.3(1) million to EUR55.1(1) million in the period, with the impact of organic growth of EUR4.4 million being reduced by disposals of EUR0.6 million. This is shown in more detail in the following table:
Germany UK (1) Group
EURm EURm EURm
----------------------------- ------- ------ -----
Opening annualised rent roll 113.7 51.3 165.0
Acquisitions 2.4 - 2.4
Disposals (1.2) (0.6) (1.8)
Move-ins/outs 1.9 (0.1) 1.8
Uplifts 6.3 4.5 10.8
----------------------------- ------- ------ -----
Closing annualised rent roll 123.1 55.1 178.2
----------------------------- ------- ------ -----
Whilst the rental growth in the period was impressive, the fact that this was achieved without reducing vacancy levels means that the opportunity that remains within this vacancy for further organic growth over the next few years has been preserved. The key to unlocking this in the most effective way is through the continuation of Sirius' capex investment programmes combined with a wide range of other intensive asset management initiatives. Additionally, whilst inflation levels continue to be high, Sirius is able to boost its organic growth numbers because of its ability to capture inflationary increases within its contracted rents as well as when tenants renew and new tenants are coming in.
Portfolio valuation - Group
The portfolio of owned assets was independently valued at EUR2,103.2 million by Cushman & Wakefield LLP at 31 March 2023 (31 March 2022: EUR2,079.0 million), which converts to a book value of EUR2,123.0 million after the adjustments in relation to lease incentives and inclusion of leased investment property. A breakdown of the movement in owned and leased investment property, excluding assets held for sale, is detailed in the table below.
German German
investment investment UK investment UK investment Investment
property property property property property
- owned - leased - owned - leased - total
EURm EURm EURm EURm EURm
--------------------------------- ----------- ----------- ------------- ------------- ----------
Investment properties at
book value as at 31 March
2022* 1,623.2 12.1 451.8 13.0 2,100.1
Acquisitions arising from
business combinations - - - - -
Additions relating to owned
investment properties 44.6 - - - 44.6
Additions relating to leased
investment properties - - - 1.4 1.4
Capex investment and capitalised
broker fees 24.4 - 5.5 - 29.9
Reclassified as investment
property held for sale (8.8) - - - (8.8)
Disposal - - (17.1) - (17.1)
Deficit on revaluation above
capex investment and broker
fees (2.0) - (5.7) - (7.7)
Deficit on revaluation relating
to leased investment properties - (1.3) - (0.2) (1.5)
Adjustment in respect of
lease incentives (0.6) - (0.6)
Currency effects - - (16.8) (0.5) (17.3)
--------------------------------- ----------- ----------- ------------- ------------- ---------- Investment properties at book value as at 31 March 2023* 1,680.8 10.8 417.7 13.7 2,123.0 --------------------------------- ----------- ----------- ------------- ------------- ---------- * Excluding assets held for sale.
The increase in value of the German portfolio of EUR57.6 million was made up of EUR44.6 million of asset acquisitions, less EUR8.8 million of disposals, plus a EUR22.4 million valuation increase on the existing portfolio and finally a EUR0.6 million negative adjustment in respect of lease incentives. The EUR22.4 million valuation increase was lower than the EUR24.4 million of capex spent on that portfolio; hence, the net of these resulted in a EUR2.0 million deficit being booked through the Company's profit.
In the UK, the value of the BizSpace portfolio reduced by EUR34.1 million due to EUR17.1 million of disposals partly offset by EUR1.4 million of additions*, a valuation decrease of EUR0.2 million on the existing portfolio and a EUR17.3 million foreign currency reduction due to the weakening of GBP against the EUR for the year. In addition to the EUR0.2 million valuation reduction, capex of EUR5.5 million was invested into the UK portfolio resulting in a EUR5.7 million deficit being reported through the Company's profit.
* Sirius extended a lease on an asset in the UK resulting in an increase in the carrying value of EUR1.4 million.
Portfolio valuation - Germany
The book value of the existing German portfolio that was owned for the full period increased by EUR21.7 million or 1.3% from EUR1,623.2 million to EUR1,644.8 million. This was driven by an increase in annualised rent roll of EUR8.2 million in the year which more than compensated for a gross yield expansion of approximately 40 bps. The assets that were acquired during the year end were revalued at EUR44.4 million which is EUR0.2 million below the total acquisition costs paid and 7.8% above the net purchase prices paid for these properties, indicating that these assets were purchased well.
The German portfolio at 31 March 2023 comprises 70 assets with a book value of EUR1,689.6 million generating EUR125.5 million of rental income and EUR109.8 million of net operating income based on an occupancy of 83.4%. This represents an average gross yield of 7.3% (31 March 2022: 6.9%), which translates to a net yield of 6.5% (31 March 2022: 6.2%) and an EPRA net yield (including estimated purchaser costs) of 6.2% (31 March 2022: 5.9%).
Whilst yields have expanded within the German portfolio valuation by around 40 bps in the period to 7.3%, this still appears to be conservative when compared to transactions that have completed over the last year in the industrial, logistics and office sectors in Germany. The average capital value per sqm of the portfolio of EUR912 (31 March 2022: EUR893) also remains below replacement cost and, when considered with the level of vacancy that remains within the portfolio, illustrates the excellent opportunity for further growth, particularly from upgrading and letting up the sub-optimal vacant space through the Company's capex investment programmes.
The acquisitions made over the last couple of years have replenished a lot of the vacancy that was transformed and let up through Sirius' capex investment programmes. As a result, at 31 March 2023, 65% of the German portfolio are considered value-add assets which, with average occupancy of 79.3% and valued at a gross yield of 7.6%, provide significant opportunity for further earnings and value growth. The mature assets which make up about one-third of the German portfolio have reached an occupancy level of 94.4% and, at a gross yield of 6.7%, are valued at a yield that is 90 bps lower than the value-add assets. As the transformation of the value-add assets continues, the yield gap between the mature and value-add assets is expected to reduce. The full details of the capex investment programmes are provided in the Asset management review - Germany section of this report. The specifics of the value-add and mature portfolios are detailed in the table below:
Capital Gross
Annualised value yield Net yield Vacant
rent roll Book value NOI EURm/sqm * * space Rate psqm Occupancy
EURm EURm EURm * % % sqm * EUR * % *
-------------- ---------- ---------- ----- --------- ------ --------- ------- --------- ---------
Value-add
assets** 83.0 1,091.3 72.7 812 7.6% 6.7% 270,454 6.68 79.3%
Mature assets 40.1 598.3 38.6 1,174 6.7% 6.4% 27,488 7.26 94.4%
Other - - (1.5) - - - - - -
-------------- ---------- ---------- ----- --------- ------ --------- ------- --------- ---------
Total 123.1 1,689.6 109.8 912 7.3% 6.5% 297,942 6.86 83.4%
-------------- ---------- ---------- ----- --------- ------ --------- ------- --------- ---------
* Expressed as averages.
** Including assets held for sale.
The reconciliation of book value to the independent Cushman & Wakefield LLP valuation excluding assets held for sale is as follows:
31 March 31 March
2023 2022
EURm EURm
------------------------------------------ -------- --------
Investment properties at market value* 1,685.5 1,627.3
Adjustment in respect of lease incentives (4.7) (4.1)
------------------------------------------ -------- --------
Book value of investment properties* 1,680.8 1,623.2
------------------------------------------ -------- --------
* Excluding assets held for sale.
Portfolio valuation - UK
At 31 March 2023, the value of the UK portfolio was GBP367.2 million (EUR417.7 million) which was broadly flat compared to the GBP367.4 million (EUR434.3 million) valuation of this portfolio at 31 March 2022. The benefits of the GBP3.8 million (8.7%) increase in annualised rent roll for this portfolio in the period were more than offset by yield expansion of around 100 bps to 9.3% (31 March 2022: 8.3%). Similar to the German portfolio, the EPRA net yield (including estimated purchaser costs) of 8.7% (31 March 2022: 7.6%) looks conservative compared to transactions seen in the market. On a euro basis the reduction in value was EUR16.6 million which was higher than the GBP0.2 million stated above due to the weakening of GBP against EUR.
The total portfolio valuation decreased by GBP15.0 million across the period to GBP367.2 million (31 March 2022: GBP382.2 million), being the combination of the GBP0.2 million valuation reduction as described above and the disposal of Camberwell and Ipswich during the period.
The average capital value per sqm of the portfolio of GBP88 per sq ft (EUR1,072 per sqm) (31 March 2022: GBP88 per sq ft (EUR1,105 per sqm)) also remains below replacement cost and further supports the sentiment that there remains value-add potential within the portfolio.
Capital
Annualised value Gross Vacant
rent roll Book value NOI GBP/sq yield Net yield space Rate psqft Occupancy
GBPm GBPm GBPm ft % % sq ft GBP %
------------- ---------- ---------- ----- ------- ------ --------- ------- ---------- ---------
UK portfolio 48.5 367.2 34.0 88 13.2% 9.3% 567,899 13.39 86.5%
------------- ---------- ---------- ----- ------- ------ --------- ------- ---------- ---------
The UK does not have material lease incentives adjusting the investment property values.
Net asset value
The valuation movements mentioned above along with a dividend pay-out ratio of 65% of FFO resulted in a slight increase in net asset value per share to 102.46c at 31 March 2023, an uplift of 0.4% from 102.04c as at 31 March 2022. Similarly, the adjusted net asset value per share increased to 109.21c at 31 March 2023, an uplift of 0.6% from 108.51c as at 31 March 2022. In addition, the Company paid out 5.07c per share of dividends during the financial year which contributed to a total shareholder accounting return (adjusted NAV growth plus dividends paid) of 5.3% (31 March 2022: 20.0%). The movement in NAV per share is explained in the following table:
Cents per
share
-------------------------------------------- ---------
NAV per share as at 31 March 2022 102.04
Recurring profit after tax 7.96
Equity raise -
Deficit on revaluation (net of capex) (0.71)
Deferred tax charge (0.37)
Scrip and cash dividend paid (5.27)
Adjusting items(1) (1.19)
-------------------------------------------- ---------
NAV per share at 31 March 2023 102.46
-------------------------------------------- ---------
Deferred tax and derivatives 6.75
-------------------------------------------- ---------
Adjusted NAV per share at 31 March 2023 (2) 109.21
-------------------------------------------- ---------
EPRA adjustments(3) (1.10)
-------------------------------------------- ---------
EPRA NTA per share at 31 March 2023 (2) 108.11
-------------------------------------------- ---------
(1) Adjusting items includes non-recurring items including restructuring costs, share of profit in associates, gains and losses on investments, and foreign currency effects.
(2) See Annex of 2023 Annual accounts for further details.
(3) Adjusted for the potential impact of shares issued in relation to the Company's long-term incentive programmes, intangible assets, provisions for deferred tax and derivative financial instruments.
The EPRA NTA per share, which, like adjusted NAV per share, excludes the provisions for deferred tax and fair value of derivative financial instruments but also includes the potential impact of shares issued in relation to the Company's long-term incentive programmes and excludes intangible assets, was 108.11c, an increase of 0.8% from 107.28c as at 31 March 2022.
Financing
In May 2023 the Company refinanced its EUR57.3 million Deutsche Pfandbriefbank (PBB) loan facility, seven months in advance of it falling due on 31 December 2023. The new facility amounting to EUR58.3 million has a term of seven years at a fixed interest rate of 4.25%. In addition to this early refinancing, in August 2022 the Company secured a refinancing with Berlin Hyp AG, one year in advance, of its EUR170 million facility due in October 2023, agreeing a new 7-year EUR170 million facility commencing on 1 November 2023 with a fixed interest rate of 4.26%. When these facilities commence, the weighted average cost of debt will increase from 1.4% to 2.1% and the weighted term of debt will increase from 3.3 years to 5.0 years. Whilst Berlin Hyp and PBB facilities are classified as a current liability due to their accounting treatment, these do not have a negative impact on working capital as these have been financed as new loans.
Of the EUR975.1 million of total debt, the Company has EUR49.3 million of debt coming due in the next three years which is made up of three tranches of the HSBC Schuldschein totalling EUR35 million and EUR14.3 million Saarbrücken Sparkasse. Of this debt, EUR20 million of the HSBC Schuldschein is due in July 2023, which the Company is in negotiations with the current lender to refinance ahead of expiry but has the ability to repay if required.
During December 2022 and January 2023 of the financial year, the Company repaid two tranches of its HSBC Schuldschein amounting to EUR5 million and EUR10 million respectively. The debt structure of the Company remains such that 75% of its debt is unsecured (31 March 2022: 75%) allowing the Company to maintain flexibility over its EUR1.6 billion of unencumbered assets.
Net LTV was 41.6% (31 March 2022: 41.6%) whilst interest cover at EBITDA level was 8.6x as at 31 March 2023 (31 March 2022: 7.3x). All covenants were complied with in full during the period. A summary of the movement in the Group's debt is set out below:
Movement in debt
EURm
------------------------------- ------
Total debt as at 31 March 2022 995.6
Repayment of credit facility (15.0)
Scheduled amortisation (5.5)
------------------------------- ------
Total debt as at 31 March 2023 975.1
------------------------------- ------
Dividend
The Board has authorised a dividend in respect of the second half of the financial year ended 31 March 2023 of 2.98c per share, representing a pay-out of 65% of FFO and an increase of 25.7% on the equivalent dividend last year which was also based on 65% of FFO. The total dividend in respect of the financial year is 5.68c, an increase of 28.8% on the 4.41c total dividend paid in respect of the financial year ended 31 March 2022.
The table below shows the dividends paid and pay-out ratios over the last five years, demonstrating the excellent progression the Company has made in the period as well as the ability of the Board to increase the dividend pay-out ratio whilst the proceeds of asset disposals are invested.
Second
First half half Blended
dividend dividend Total dividend pay-out
per share per share per share ratio
cents cents cents % of FFO
----------------------- ---------- ---------- -------------- ---------
Year ended March 2019 1.63 1.73 3.36 70%
Year ended March 2020* 1.77 1.80 3.57 66%
Year ended March 2021 1.82 1.98 3.80 65%
Year ended March 2022 2.04 2.37 4.41 65%
Year ended March 2023 2.70 2.98 5.68 65%
----------------------- ---------- ---------- -------------- ---------
* First half 67%, second half 65% of FFO.
Details of the dividend distribution and announcement are detailed in note 30 of the Annual Report and Accounts.
Summary
Despite continuing challenging market conditions, the year to 31 March 2023 demonstrated the resilience of the Sirius platform as it was able to achieve its goal of EUR100 million of FFO. Organic growth was mainly achieved through capturing rate increases via the Company's price driven strategy as well as continuing improvements to the service charge cost recovery. Having a full year impact of the deals done in the prior year obviously helped but plenty remains in the tank as far as further FFO and dividend growth is concerned over the next few years.
In addition, the Company has significantly improved the strength of its balance sheet over the last few years which will allow it to focus on this growth and not have to worry about yield expansion, debt refinancing and cash flow like many of the other property companies operating throughout the world. Regardless of what transpires in the markets that Sirius operates in, from increasing interest rates and high inflation, to further geopolitical issues, supply chain problems and volatile energy prices and investment markets, Sirius is in an excellent position to navigate through and continue to grow. Should substantial acquisition opportunities arise then the Company is also well positioned to take advantage.
The Company's strong financial profile, along with its proven internal operating platform, means the Company is fully capable of adapting to changing market conditions. With acquisition firepower available, further vacancy to develop and reversion potential to capture, as well as a defensively positioned portfolio, the Company is well set to meet the challenges ahead and looks forward to continuing to deliver attractive and sustainable returns for shareholders in the future.
Alistair Marks
Chief Financial Officer
2 June 2023
DIRECTORS' RESPONSIBILITIES STATEMENT
The directors confirm that, to the best of their knowledge the preliminary consolidated financial statements have been prepared in accordance with international financial reporting standards, and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and that this announcement includes a fair summary of the development and performance of the business and the position of the Group. After making enquiries, the directors considered it appropriate to adopt the going concern basis in preparing the financial statements. The names and functions of the Company's directors are listed on the Company's website.
Daniel Kitchen
Chairman
Principal Risks and Uncertainties
The principal risks and uncertainties faced by the Group are included on pages 74 to 81 of the Group's Annual Report and Accounts 2023 available on the website at: www.sirius-real-estate.com
Consolidated INCOME statement
for the year ended 31 March 2023
Year ended Year ended
31 March 31 March
2023 2022
Notes EURm EURm
------------------------------------------------ ----- ---------- ----------
Revenue 6 270.1 210.2
Direct costs 7 (116.7) (87.7)
------------------------------------------------ ----- ---------- ----------
Net operating income 153.4 122.5
(Loss)/gain on revaluation of investment
properties 14 (9.8) 140.9
Gain/(loss) on disposal of properties 4.7 (0.6)
Recoveries from prior disposals of subsidiaries - 0.1
Movement in expected credit loss provision(1) 7 (1.0) (2.3)
Administrative expenses(1) 7 (48.3) (38.4)
Goodwill impairment 17 - (40.9)
Share of profit of associates 20 2.6 6.9
------------------------------------------------ ----- ---------- ----------
Operating profit 101.6 188.2
------------------------------------------------ ----- ---------- ----------
Finance income 10 2.8 3.0
Finance expense 10 (18.3) (23.3)
Change in fair value of derivative financial
instruments 10 0.9 1.0
------------------------------------------------ ----- ---------- ----------
Net finance costs (14.6) (19.3)
------------------------------------------------ ----- ---------- ----------
Profit before tax 87.0 168.9
Taxation 11 (7.3) (20.9)
------------------------------------------------ ----- ---------- ----------
Profit for the year after tax 79.7 148.0
------------------------------------------------ ----- ---------- ----------
Profit attributable to:
Owners of the Company 79.6 147.9
Non-controlling interest 0.1 0.1
------------------------------------------------ ----- ---------- ----------
79.7 148.0
------------------------------------------------ ----- ---------- ----------
Earnings per share
Basic earnings per share 12 6.82c 13.48c
Diluted earnings per share 12 6.73c 13.29c
------------------------------------------------ ----- ---------- ----------
(1) To conform to the current year presentation, the movement in expected credit loss provision has been shown as a separate line and this is a reallocation from administrative expenses for the year ended 31 March 2022.
All operations of the Group have been classified as continuing.
Consolidated statement of comprehensive income
for the year ended 31 March 2023
Year
ended Year ended
31 March 31 March
2023 2022
Notes EURm EURm
-------------------------------------------------- ----- --------- ----------
Profit for the year after tax 79.7 148.0
-------------------------------------------------- ----- --------- ----------
Other comprehensive loss that may be reclassified
to profit or loss in subsequent periods
Foreign currency translation reserve 28 (17.2) (1.7)
-------------------------------------------------- ----- --------- ----------
Other comprehensive loss after tax that may
be reclassified to profit or loss in subsequent
periods (17.2) (1.7)
-------------------------------------------------- ----- --------- ----------
Other comprehensive loss for the year after
tax (17.2) (1.7)
-------------------------------------------------- ----- --------- ----------
Total comprehensive income for the year after
tax 62.5 146.3
-------------------------------------------------- ----- --------- ----------
Total comprehensive income attributable to:
Owners of the Company 62.4 146.2
Non-controlling interest 0.1 0.1
-------------------------------------------------- ----- --------- ----------
62.5 146.3
-------------------------------------------------- ----- --------- ----------
Consolidated statement of financial position
as at 31 March 2023
31 March 31 March
2023 2022
Notes EURm EURm
---------------------------------------- ----- --------- ---------
Non-current assets
Investment properties 14 2,123.0 2,100.0
Plant and equipment 16 7.2 5.5
Intangible assets 17 4.1 4.3
Right of use assets 18 14.4 15.0
Other non-current financial assets 19 48.4 48.3
Investment in associates 20 26.7 24.1
---------------------------------------- ----- --------- ---------
Total non-current assets 2,223.8 2,197.2
---------------------------------------- ----- --------- ---------
Current assets
Trade and other receivables 21 30.5 24.6
Derivative financial instruments 1.3 0.3
Cash and cash equivalents 22 124.3 151.0
---------------------------------------- ----- --------- ---------
Total current assets 156.1 175.9
---------------------------------------- ----- --------- ---------
Assets held for sale 15 8.8 13.8
---------------------------------------- ----- --------- ---------
Total assets 2,388.7 2,386.9
---------------------------------------- ----- --------- ---------
Current liabilities
Trade and other payables 23 (101.5) (89.3)
Interest-bearing loans and borrowings 24 (243.7) (19.6)
Lease liabilities 18 (2.2) (1.1)
Current tax liabilities 11 (5.4) (10.4)
---------------------------------------- ----- --------- ---------
Total current liabilities (352.8) (120.4)
---------------------------------------- ----- --------- ---------
Non-current liabilities
Interest-bearing loans and borrowings 24 (720.7) (961.9)
Lease liabilities 18 (37.4) (37.6)
Deferred tax liabilities 11 (80.2) (75.9)
---------------------------------------- ----- --------- ---------
Total non-current liabilities (838.3) (1,075.4)
---------------------------------------- ----- --------- ---------
Total liabilities (1,191.1) (1,195.8)
---------------------------------------- ----- --------- ---------
Net assets 1,197.6 1,191.1
---------------------------------------- ----- --------- ---------
Equity
Issued share capital 27 - -
Other distributable reserve 28 516.4 570.4
Own shares held 27 (8.3) (6.3)
Foreign currency translation reserve 28 (18.9) (1.7)
Retained earnings 707.9 628.3
---------------------------------------- ----- --------- ---------
Total equity attributable to the owners
of the Company 1,197.1 1,190.7
---------------------------------------- ----- --------- ---------
Non-controlling interest 0.5 0.4
---------------------------------------- ----- --------- ---------
Total equity 1,197.6 1,191.1
---------------------------------------- ----- --------- ---------
The financial statements on pages 149 to 292 were approved by the Board of Directors on 2 June 2023 and were signed on its behalf by:
Daniel Kitchen
Chairman
Company number: 46442
Consolidated statement of changes in equity
for the year ended 31 March 2023
Total
equity
attributable
Foreign to the
Issued Other Own currency owners Non-
share distributable shares translation Retained of controlling Total
capital reserve held reserve earnings the Company interest equity
Notes EURm EURm EURm EURm EURm EURm EURm EURm
-------------- ----- -------- ------------- ------- ------------ --------- ------------- ------------ -------
As at 31 March
2021 - 449.1 (3.0) - 480.4 926.5 0.3 926.8
Profit for the
year - - - - 147.9 147.9 0.1 148.0
Other
comprehensive
income for
the
year - - - (1.7) - (1.7) - (1.7)
-------------- ----- -------- ------------- ------- ------------ --------- ------------- ------------ -------
Total
comprehensive
income for
the
year - - - (1.7) 147.9 146.2 0.1 146.3
Shares issued 159.9 - - - - 159.9 - 159.9
Transaction
cost
relating to
share
issues (6.2) - - - - (6.2) - (6.2)
Dividends paid 30 13.7 (44.5) - - - (30.8) - (30.8)
Transfer of
share
capital 30 (167.4) 167.4 - - - - - -
Share-based
payment
transactions 9 - 1.9 - - - 1.9 - 1.9
Value of
shares
withheld to
settle
employee tax
obligations 9 - (3.5) - - - (3.5) - (3.5)
Own shares
purchased 27 - - (5.5) - - (5.5) - (5.5) Own shares allocated 27 - - 2.2 - - 2.2 - 2.2 -------------- ----- -------- ------------- ------- ------------ --------- ------------- ------------ ------- As at 31 March 2022 - 570.4 (6.3) (1.7) 628.3 1,190.7 0.4 1,191.1 Profit for the year - - - - 79.6 79.6 0.1 79.7 Other comprehensive income for the year - - - (17.2) - (17.2) - (17.2) -------------- ----- -------- ------------- ------- ------------ --------- ------------- ------------ ------- Total comprehensive income for the year - - - (17.2) 79.6 62.4 0.1 62.5 Dividends paid 30 1.4 (59.2) - - - (57.8) - (57.8) Transfer of share capital 30 (1.4) 1.4 - - - - - - Share-based payment transactions 9 - 5.5 - - - 5.5 - 5.5 Value of shares withheld to settle employee tax obligations 9 - (1.7) - - - (1.7) - (1.7) Own shares purchased 27 - - (2.3) - - (2.3) - (2.3) Own shares allocated 27 - - 0.3 .- - 0.3 - 0.3 As at 31 March 2023 - 516.4 (8.3) (18.9) 707.9 1,197.1 0.5 1,197.6 -------------- ----- -------- ------------- ------- ------------ --------- ------------- ------------ -------
Consolidated statement of cash flows
for the year ended 31 March 2023
Year ended Year ended
31 March 31 March
2023 2022
Notes EURm EURm
-------------------------------------------------- ----- ---------- ----------
Operating activities
Profit for the year before tax 87.0 168.9
(Gain)/loss on disposal of properties (4.7) 0.6
Recoveries from prior disposals of subsidiaries - (0.1)
Net exchange differences (0.2) (2.0)
Share-based payments 9 5.5 4.2
Loss/(gain) on revaluation of investment
properties 14 9.8 (140.9)
Change in fair value of derivative financial
instruments 10 (0.9) (1.0)
Depreciation of property, plant and equipment 16 2.1 1.2
Amortisation of intangible assets 17 1.3 1.2
Depreciation of right of use assets 18 2.1 0.8
Goodwill impairment 17 - 40.9
Share of profit of associates 20 (2.6) (6.9)
Finance income 10 (2.8) (3.0)
Finance expense 10 18.3 23.2
Increase in trade and other receivables (5.9) (5.2)
Increase in trade and other payables 12.4 3.5
Taxation paid (8.0) (3.7)
-------------------------------------------------- ----- ---------- ----------
Cash flows from operating activities 113.4 81.8
-------------------------------------------------- ----- ---------- ----------
Investing activities
Purchase of investment properties (42.8) (162.8)
Prepayments relating to new acquisitions - (1.9)
Proceeds from loss on control of subsidiaries
(net of cash disposed) - 0.1
Capital expenditure on investment properties (28.4) (23.8)
Purchase of plant and equipment and intangible
assets (5.3) (3.5)
Acquisition of a subsidiary (net of cash
acquired) - (254.7)
Proceeds on disposal of properties (including
held for sale) 32.0 15.3
Increase in loans receivable due from associates (0.1) (1.1)
Interest received 2.8 3.0
-------------------------------------------------- ----- ---------- ----------
Cash flows used in investing activities (41.8) (429.5)
-------------------------------------------------- ----- ---------- ----------
Financing activities
Proceeds from issue of share capital 27 - 159.9
Transaction costs on issue of shares 27 - (6.2)
Shares purchased (2.3) (5.5)
Payment relating to exercise of share options 9 (1.7) (3.5)
Dividends paid to owners of the Company 30 (57.8) (30.8)
Dividends paid to non-controlling interest - -
Proceeds from loans - 750.0
Repayment of loans (20.4) (399.4)
Payment of principal portion of lease liabilities (1.2) (5.9)
Exit fees/prepayment of financing penalties - (5.3)
Capitalised loan issue cost - (14.4)
Finance charges paid (15.2) (7.1)
-------------------------------------------------- ----- ---------- ----------
Cash flows from financing activities (98.6) 431.8
-------------------------------------------------- ----- ---------- ----------
(Decrease)/increase in cash and cash equivalents (27.0) 84.0
Net exchange difference 0.3 1.3
Cash and cash equivalents as at the beginning
of the year 151.0 65.7
-------------------------------------------------- ----- ---------- ----------
Cash and cash equivalents as at the year
end 22 124.3 151.0
-------------------------------------------------- ----- ---------- ----------
Notes to the financial statements
for the year ended 31 March 2023
1. General information
Sirius Real Estate Limited (the "Company") is a company incorporated in Guernsey and resident in the United Kingdom for tax purposes, whose shares are publicly traded on the Main Market of the London Stock Exchange ("LSE") (primary listing) and the Main Board of the Johannesburg Stock Exchange ("JSE") (primary listing).
The consolidated financial information of the Company comprises that of the Company and its subsidiaries (together referred to as the "Group" or "Sirius") for the year ended 31 March 2023.
The principal activity of the Group is the investment in, and development of, commercial and industrial property to provide conventional and flexible workspace in Germany and the United Kingdom ("UK").
2. Significant accounting policies
(a) Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis, except for investment properties, investment properties held for sale and derivative financial instruments, which have been measured at fair value. The consolidated financial information has been presented in euros and all values are rounded to the nearest thousand (EUR000) in prior years. The consolidated financial information in the current year is presented in euros and all values are rounded to the nearest hundred thousand shown in millions (EURm), except where otherwise indicated.
The Company has prepared its annual consolidated financial statements in accordance with International Financial Reporting Standards as issued by the IASB ("IFRS") as a result of the primary listing on the JSE. See also note 2(c) for statement of compliance.
As at 31 March 2023 the Group's consolidated financial statements reflect consistent accounting policies and methods of computation as used in the previous financial year, except for the changes in the application of accounting policies as described in note 2(b), in accordance with IFRS.
(b) Changes in accounting policies
There were several new and amendments to standards and interpretations which are applicable for the first time for the Group from 1 April 2022. None of them have had a significant impact on the Group's income statement or balance sheet.
IFRIC: Demand Deposits with restrictions on use arising from a contract with a Third Party (IAS 7 Statement of Cash Flows).
The agenda decision considered accounting for deposits subject to contractual restrictions on use. The Committee clarified the position such that where an entity has a contractual obligation with a third party to keep a specified amount of cash in a separate demand deposit for specified purposes, but accessibility of cash amounts in these deposits are assured, the entity includes the demand deposit as a component of "cash and cash equivalents" in its statement of financial position and statement of cash flows. The Committee concluded that the contractual restrictions do not change the nature of the deposit if the entity can access those amounts on demand. Therefore, the Group has reviewed the deposits in respect of accessibility and concluded no adjustment is required. Deposits that are determined to be restricted only as to their use are separately disclosed (see note 22).
In respect of IFRS 16, deferred tax had not previously been recognised due to the application of the initial recognition exemption. On 7 May 2021, the IASB issued "Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)", which amends the application of the initial recognition exemption for transactions giving rise to offsetting deferred tax assets and deferred tax liabilities. A deferred tax liability has been recognised on the IFRS 16 right of use asset and a deferred tax asset in respect of the IFRS 16 lease liability resulting in a net deferred tax liability recognised as at 31 March 2023 and 31 March 2022. The amendments to the initial recognition exemption under IAS 12 are effective for accounting periods beginning on or after 1 January 2023 and have been adopted early. The early adoption of this did not have a material impact on the annual financial statements of the Group.
A number of new other standards and amendments to standards have been issued but are not yet effective for the Group and have not been early adopted. The application of these new standards and amendments are not expected to have a material impact on the Group's financial statements.
(c) Statement of compliance
The consolidated financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the listings requirements of the JSE Limited, IFRS, IAS 34 Interim Reporting and The Companies (Guernsey) Law, 2008. The consolidated financial statements have been prepared on the same basis as the accounting policies set out in the Group's annual financial statements for the year ended 31 March 2022, except for the changes in accounting policies as shown in note 2(b). All forward-looking information is the responsibility of the Board of Directors and has not been reviewed or reported on by the Group's auditors.
(d) Going concern
The Group has prepared its going concern assessment for the period to 31 October 2024 (the "going concern period"), a period greater than twelve months and chosen to align with the expected timing of the approval of the Company's subsidiary entities financial statements where a letter of support is expected to be required from the Company. The Directors also evaluated potential events and conditions beyond the going concern period that may cast significant doubt on the Group's ability to continue as a going concern, with no significant transactions or events of material uncertainty identified.
The Group's going concern assessment is based on a forecast of the Group's future cash flows. This considers Management's base case scenario and a severe but plausible downside scenario where sensitivities are applied to model the outcome on the occurrence of downside assumptions explained below. It considers the Group's principal risks and uncertainties and is dependent on a number of factors including financial performance, continued access to lending facilities (see note 24) and the ability to continue to operate the Group's secured and unsecured debt structure within its financial covenants. Within the going concern period, three of the Group's facilities mature, with the EUR20.0 million tranche of the HSBC Schuldschein loan falling due in July 2023, the Berlin Hyp facility of EUR170.0 million having already been refinanced in August 2022 one year ahead of its maturity in October 2023 (see note 24) and the Deutsche Pfandbriefbank loan of EUR57.3 million, which falls due in December 2023 having been refinanced on 26 May 2023 through a new EUR58.3 million facility extending to 31 December 2030 (see note 35). No further debt of the Group matures until 2025.
The severe but plausible scenario models a potential downturn in the Group's performance, including the potential impact of downside macro-factors such as geopolitical instability, future energy shortages, further cost increases due to inflation, pressures from increasing interest rates and outward yield movements on the Group's financial position and future prospects. The cash flow projections incorporate assumptions on future trading performance and potential valuation movements in order to estimate the level of headroom on facilities and covenants for loan to value, debt service cover, EPRA net asset value, unencumbered assets ratios, fixed charge ratios and occupancy ratios set out within the relevant finance agreements.
The impact of the macro-factors above have placed further pressure on the costs of the business, however this did not result in any deterioration in the Group's income streams in FY23 and asset values remained relatively stable. However, the Directors have been mindful of the challenging macro-factors present in the market from 31 March 2022 and have reflected this in an increase to the severity of the falls in valuations assessed in the severe but plausible downside scenario in the going concern period.
The base case and severe but plausible downside scenarios include the following assumptions applied to both the German and UK portfolios:
Base case:
>> 5.5% growth in rent roll at 31 March 2023, principally from contractual increases in rents and organic growth through lease renewals;
>> increasing cost levels in line with forecast inflation of 6% to March 2024 and 2% beyond;
>> continuation of forecast capex investment;
>> continuation of forecast dividend payments in line with historic dividend payouts;
>> payment of contractual loan interest and loan amortisation amounts, repayment of EUR20.0 million of the Schuldschein facility in July 2023 and utilisation of the new Berlin Hyp and Deutsche Pfandbriefbank facilities on the maturity of existing facilities in October and December 2023;
>> no acquisitions or sale of assets within the period.
Severe but plausible downside scenario:
>> reduction in occupancy and rental income of 10% per annum from the base case assumptions;
>> reduction in service charge recovery of 10% per annum from the base case assumptions;
>> reduction in property valuations of 10% per annum; and
>> payment of contractual loan interest and loan amortisation amounts, repayment of EUR20.0 million of the Schuldschein facility in July and utilisation of the new Berlin Hyp and Deutsche Pfandbriefbank facilities on the maturity of existing facilities in October and December 2023
The Directors are of the view that there is a remote probability of a more severe scenario arising than the above severe but plausible downside scenario based upon the Group's track record of performance in challenging scenarios, most recently through the high inflationary environment in both Germany and the UK, the Covid-19 pandemic and post-pandemic period. In addition, the Group has already secured the refinancing of the Deutsche Pfandbriefbank and Berlin Hyp AG facilities in advance of their maturity dates in the going concern period.
In the severe but plausible downside scenario, the Group is expected to comply with its loan covenants, with no covenant breaches forecasted.
The Directors are of the view that there is a high probability of securing the refinancing or an alternative source of secured or unsecured funding to replace the EUR20.0 million Schuldschein facility. This judgement has been informed by the Group's financial forecasts and the Group's track-record in previously refinancing maturing debt. The Company is in discussions with its current lender to secure re-financing as it comes due. Should the debt facility falling due not be refinanced or extended, the group has available cash to repay the facility and could call upon the use of mitigating factors referred to below. The mitigating factors are within the control of the Directors and there is sufficient time for such mitigating factors to be implemented, if required.
In the severe but plausible downside scenario, the Company assumes full repayment of the maturing loan obligations as they fall due, amounting to EUR20.0 million in the going concern period. The Company forecasts indicate sufficient free cash would be available to repay these funds in full and maintain sufficient liquidity to not require the additional mitigating actions as outlined below available to it, should the severe but plausible downside scenario come to pass.
The Group also performed a reverse stress test over the impact of a fall in its property valuations during the going concern period. This showed that the Group could withstand a fall in valuations of 21%, (a level not previously seen by the Group) before there was a loan to value covenant breach. This is therefore considered to be a remote possibility during the going concern period. In each of the scenarios considered for going concern, the Group forecasts having sufficient free cash available and if required, could utilise available mitigating actions which would be available to the Group in the going concern review period, which include restricting dividends, reducing capital expenditure or the disposal of unencumbered assets that have a book value of EUR1.6 billion as at 31 March 2023. The restriction of dividends or reducing capital expenditure are within the control of the Directors and there is sufficient time to implement these restrictions, if required. The Directors have not identified any material uncertainties which may cast significant doubt on the Group's ability to continue as a going concern for the duration of the going concern period.
After due consideration of the going concern assessment for the period to 31 October 2024, the Board believes it is appropriate to adopt the going concern basis in preparing its financial statements.
(e) Basis of consolidation
The consolidated financial information comprises the financial information of the Group as at 31 March 2023. The financial information of the subsidiaries is prepared for the same reporting period as the Company, using consistent accounting policies.
All intra-group balances and transactions and any unrealised income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.
Non-controlling interests represent the portion of profit or loss and net assets not held by the Group and are presented separately in the consolidated income statement and the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from the Company's shareholders' equity.
(f) Acquisitions
Where a property is acquired through the acquisition of corporate interests, management considers the substance of the assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.
The Group accounts for an acquisition as a business combination where an integrated set of activities is acquired in addition to the property (see policy in note 2(aa)). More specifically, consideration is made of the extent to which substantive processes are acquired and, in particular, the extent of services provided by the subsidiary. IFRS 3 "Business Combinations" sets out an optional concentration test designed to simplify the evaluation of whether an acquired set of activities and assets is not a business. An acquired set of activities and assets is not a business if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
Where such acquisitions are not deemed to be an acquisition of a business, they are not treated as business combinations. Instead, they are treated as asset acquisitions, with the cost to acquire the corporate entity being allocated between the identifiable assets and liabilities of the entity based on their relative fair values on the acquisition date. Accordingly, no goodwill arises.
(g) Foreign currency translation
The consolidated financial information is presented in euros, which is the functional and presentational currency of the parent company. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using the functional currency.
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the functional currency at the exchange rate ruling at the statement of financial position date. All differences are taken to the statement of profit and loss. Non -- monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in other comprehensive income ("OCI") or profit or loss are also recognised in OCI or profit or loss, respectively).
On consolidation, the assets and liabilities of foreign operations are translated into euros at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at the exchange rates at the dates of the transactions, or where appropriate, the average exchange rates for the period. The foreign exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is reclassified to profit or loss.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date.
(h) Revenue recognition
Rental income
Rental income from operating leases and licence agreements containing leases is recognised on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which the benefit derived from the leased asset is diminished. Fixed or determinable rental increases, which can take the form of actual amounts or agreed percentages, are recognised on a straight-line basis over the term of material leases. If the increases are related to a price index to cover inflationary cost increases, then the policy is to apply the price index from the date it is known on a straight-line basis.
The value of rent free periods and all similar lease incentives is spread on a straight-line basis over the term of material leases only. Where there is a reasonable expectation that the tenant will exercise break options, the value of rent free periods and all similar lease incentives is booked up to the break date.
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
The Group mainly generates revenue from contracts with customers for services rendered to tenants including management charges and other expenses recoverable from tenants based on the Group's right to recharge tenants for costs incurred (with or without markup) on a day-to-day basis ("service charge income"). These services are specified in the lease agreements and separately invoiced. Service charge income is recognised as revenue when the performance obligations of the services specified in the lease agreements are met.
The individual activities vary significantly throughout the day and from day to day; however, the nature of the overall promise of providing property management service remains the same each day. Accordingly, the service performed each day is distinct and substantially the same. These services represent a series of daily services that are individually satisfied over time because the tenants simultaneously receive and consume the benefits provided by the Group. The actual service provided during each reporting period is determined using cost incurred as the input method.
Transaction prices are regularly updated and are estimated at the beginning of each year based on previous costs and estimated spend. Service charge budgets are prepared carefully to make sure that they are realistic and reasonable. Variable consideration is only included in the transaction price to the extent it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. Performance obligations related to service charge revenue is discharged by the Company continuously and on a daily basis, through the provision of utilities and other services to tenants. Changes in service charge revenue are linked to changes in the cost of fulfilling the obligation or the value to a tenant at a given period of time. Accordingly, the variable consideration is allocated to each distinct period of service (i.e. each day) as it meets the variable consideration allocation exception criteria.
Service charge expenses are based on actual costs incurred and invoiced together with an estimate of costs to be invoiced in future periods as receipt of final invoices from suppliers can take up to twelve months after the end of the financial period. The estimates are based on expected consumption rates and historical trends and take into account market conditions at the time of recording.
Service charge income is based on service charge expense and takes into account recovery rates which are largely derived from estimated occupancy levels. Service charge costs related to vacant space are irrecoverable.
The Group acts as a principal in relation to these services, and records revenue on a gross basis, as it controls the specified goods or services before transferring them to tenants.
Where amounts invoiced to tenants are greater than the revenue recognised at the period end date, the difference is recognised as unearned revenue when the Group has unconditional right to consideration, even if the payments are non-refundable. Where amounts invoiced are less than the revenue recognised at the period end date, the difference is recognised as contract assets or, when the Group has a present right to payment, as receivables albeit unbilled.
Rental income, fee income and other income from managed properties
As the Group derives income and incurs expenses relating to properties it manages but does not own, such income and expense is disclosed separately within revenue and direct costs. Income relating to managed properties is accounted for according to revenue recognition accounting policies set out above. The Group identifies itself as a Principal in this arrangement as it controls and manages the services provide to its customers.
Allocation of revenues earned through all-inclusive lease and licence arrangements
The Group has entered into leases and licensing arrangements (which contain a lease) where the revenue due from the tenant is an all-inclusive price, representing lease income (recognised in accordance with IFRS 16) and service charge income (recognised in accordance with IFRS 15). Management have estimated the allocation of the revenues using the relevant service charge costs incurred and the occupancy of the properties where all-inclusive lease and license arrangements are in place. The allocation resulted in EUR24.0m (2022: EUR5.7m) being recorded as service charge income.
Interest income
Interest income is recognised as it accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument).
(i) Leases
Group as lessor
Leases where the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases.
Group as lessee
All contracts that give the Group the right to control the use of an identified asset over a certain period of time in return for consideration are considered leases within the meaning of IFRS 16 "Leases" ("IFRS 16").
For all contracts that meet the definition of leases according to IFRS 16, the Group, at the commencement date of the lease (i.e. the date the underlying asset is available for use), recognises lease liabilities equal to the present value of the future lease payments, discounted to reflect the term-specific incremental borrowing rate if the interest rate implicit in the lease is not readily determinable. Lease liabilities are subsequently increased by the periodic interest expenses and reduced by the lease payments made during the financial year.
Correspondingly, right of use assets are initially recognised at cost under IFRS 16 which is the amount of the lease liabilities (plus any advance payments that have already been made or any initial direct costs). Subsequently, the right of use assets are generally measured at cost, taking depreciation (calculated straight-line over the lease term) and impairments into account and are presented separately in the statement of financial position except for right of use assets that meet the definition of IAS 40 "Investment Property" ("IAS 40") which are presented as investment property and subsequently measured at fair value in line with the measurement rules set out in IAS 40.
Periods resulting from extension or termination options granted on a unilateral basis are assessed on a case-by-case basis and are only taken into account if their use is sufficiently probable.
The Group utilises the recognition exemptions provided by IFRS 16 and does not apply IFRS 16 to leases with a contractual term of twelve months or less or to leases in which the underlying asset is of low value (on a case-by-case basis).
Lease payments associated with short-term leases and with leases of low-value assets are recognised as expenses on a straight-line basis over the lease term.
Right-of-use assets relating to office spaces are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.
(j) Income tax
Certain subsidiaries may be subject to foreign taxes in respect of foreign sources of income. Sirius Real Estate Limited is a UK resident for tax purposes. The Group's UK property business is a UK Real Estate Investment Trust ("REIT"). As a result, the Group's UK property business does not pay UK corporation tax on its profits and gains from the qualifying rental business in the UK. Non-qualifying UK profits and gains continue to be subject to corporation tax as normal.
Current income tax
Current income tax assets and liabilities are measured at the reporting date at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.
Deferred income tax
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements, with the following exceptions:
-- where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination that at the time of the transaction, does not give rise to equal taxable and deductible temporary differences and affects neither accounting nor taxable profit or loss;
-- in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and
-- deferred tax assets are only recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised.
Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply in the year when the related asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
(k) Sales tax
Revenues, expenses and assets are recognised net of the amount of sales tax except:
-- where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
-- receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.
(l) Investment properties
Investment properties are properties that are either owned by the Group or held under a lease which are held for long-term rental income and/or capital appreciation.
Investment properties owned by the Group are initially recognised at cost, including transaction costs when the control of the property is transferred. Where recognition criteria are met, the carrying amount includes subsequent costs to add to or replace part of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the reporting date as determined by professional external valuer. Gains or losses arising from changes in the fair values of investment properties are included in the income statement in the period in which they arise.
The German properties are valued on the basis of a ten to fourteen year discounted cash flow model supported by comparable evidence. The discounted cash flow calculation is a valuation of rental income considering non-recoverable costs and applying a discount rate for the current income risk over a ten to fourteen year period. After ten to fourteen years, a determining residual value (exit scenario) is calculated, discounted to present value.
The UK properties are valued in accordance with the RICS Traditional Red Book valuation methodology, where the income being generated is capitalised by an appropriate yield. Yields are based on comparable evidence of similar quality assets which have traded in the open market. The yield applied reflects the age, location, ownership, customer base and agreement type.
Investment properties relating to leased assets are recognised in accordance with IFRS 16 (see policy in note 2(i)). Subsequent to initial recognition, investment properties relating to leased assets are stated at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the income statement in the period in which they arise.
The fair value of investment properties relating to leased assets as at 31 March 2023 and 31 March 2022 have been arrived at on the basis of a valuation carried out at that date by management. The valuation is based upon assumptions including future rental income and expenditure in accordance with the conditions of the related lease agreements. The properties are valued on the basis of a discounted cash flow model with the measurement period equal to the term of the lease agreements.
(m) Disposals of investment property
Investment property disposals are recognised when control of the property transfers to the buyer, which typically occurs on the date of completion. Profit or loss arising on disposal of investment properties is calculated by reference to the most recent carrying value of the asset adjusted for subsequent capital expenditure.
(n) Assets held for sale and disposal groups
(i) Investment properties held for sale
Investment properties held for sale are separately disclosed at the asset's fair value. In order for an investment property held for sale to be recognised, the following conditions must be met:
-- the asset must be available for immediate sale in its present condition and location; -- the asset is being actively marketed;
-- the asset's sale is expected to be completed within twelve months of classification as held for sale;
-- there must be no expectation that the plan for selling the asset will be withdrawn or changed significantly; and
-- the successful sale of the asset must be highly probable.
(ii) Disposal groups
The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of a disposal group, excluding finance costs and income tax expense.
The criteria for held for sale classification is regarded as met only when the sale is highly probable and the disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset with the sale expected to be completed within one year from the date of the classification.
Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale.
Assets and liabilities classified as held for sale are presented separately in the statement of financial position.
Additional disclosures are provided in note 15.
(o) Plant and equipment
Recognition and measurement
Items of plant and equipment are stated at historical cost less accumulated depreciation and any impairment loss.
Depreciation
Where parts of an item of plant and equipment have different useful lives, they are accounted for as separate items of plant and equipment.
Depreciation is charged in the income statement on a straight-line basis over the estimated useful lives of an item of the fixed assets. The estimated useful lives are as follows:
Plant and equipment three to ten years Fixtures and fittings three to fifteen years
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
(p) Intangible assets
The Group recognises both internally developed and acquired intangible assets. These intangibles are valued at cost.
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Intangible assets with a definite useful life are amortised on a straight-line basis over their respective useful lives. Their useful lives are between three and five years. Any amortisation of these assets is recognised as such under administrative expenses in the consolidated income statement.
Intangible assets with an indefinite useful life, including goodwill, are not amortised.
Development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate:
-- the technical feasibility of completing the intangible asset so that the asset will be available for use or sale;
-- its intention to complete and its ability and intention to use or sell the asset;
-- how the asset will generate future economic benefits;
-- the availability of resources to complete the asset; and
-- the ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete, and the asset is available for use. It is amortised over the period of expected future benefit. Amortisation is recorded in cost of sales. During the period of development, the asset is tested for impairment annually.
Goodwill arising on consolidation represents the excess of the cost of the purchase consideration over the Group's interest in the fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition.
Goodwill is initially recognised at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is tested annually for impairment, or more frequently when there is an indication that the business to which the goodwill applies may be impaired.
(q) Trade and other receivables
Rent and service charge receivables and any contract assets do not contain significant financing components and are measured at the transaction price. Other receivables are initially measured at fair value plus transaction costs. Subsequently, trade and other receivables are measured at amortised cost and are subject to impairment (see note 2(y)). The Group applies the simplified impairment model of IFRS 9 in order to determine expected credit losses in trade and other receivables, including lease incentives.
The Group assesses on a forward-looking basis the expected credit losses associated with its trade and other receivables. A provision for impairment is made for the lifetime expected credit losses on initial recognition of the receivable. If collection is expected in more than one year, the balance is presented within non-current assets.
(r) Treasury Shares and shares issued to the Employee Benefit Trust
Own equity instruments are deducted from equity. No gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of the Group's equity instruments.
(s) Share-based payments
The grant date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards.
The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.
(t) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, demand deposits and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. Cash is measured at amortised cost.
(u) Bank borrowings
Interest-bearing bank loans and borrowings are initially recorded at fair value net of directly attributable transaction costs.
Subsequent to initial recognition, interest-bearing loans and borrowings are measured at amortised cost using the effective interest rate method.
When debt refinancing exercises are carried out, existing liabilities will be treated as being extinguished when the new liability is substantially different from the existing liability. In making this assessment, the Group will consider the transaction as a whole, taking into account both qualitative and quantitative characteristics in order to make the assessment.
(v) Trade payables
Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.
(w) Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
(x) Dividends
Interim dividend distributions to shareholders are recognised in the financial statements when paid. Final dividend distributions to the Company's shareholders are recognised as a liability in the consolidated financial information in the period in which the dividends are approved by the shareholders. The final dividend relating to the year ended 31 March 2023 will be approved and recognised in the financial year ending 31 March 2024.
(y) Impairment excluding investment properties
(i) Financial assets
A financial asset (excluding financial assets at fair value through profit and loss) is assessed at each reporting date to determine whether there is any impairment. The Group recognises an allowance for expected credit losses ("ECLs") for all receivables and contract assets held by the Group. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms and that are not recognised separately by the Group.
For rent and service charge receivables and any contract assets, the Group applies a simplified approach in calculating ECLs. The Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date (i.e. a loss allowance for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default). In determining the ECLs the Group takes into account any recent payment behaviours and future expectations of likely default events (i.e. not making payment on the due date) based on individual customer credit ratings, actual or expected insolvency filings or Company voluntary arrangements and market expectations and trends in the wider macroeconomic environment in which our customers operate.
Impairment losses are recognised in the income statement. For more information refer to note 7. Trade and other receivables are written off once all avenues to recover the balances are exhausted and there is no expectation of recovery.
(ii) Non-financial assets
The carrying amounts of the Group's non-financial assets, other than investment property, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit").
An impairment loss is recognised if the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in the income statement. Impairment losses recognised in profit or loss in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (or group of units) on a pro rata basis.
(z) Current versus non-current classification
The Group presents assets and liabilities in the statement of financial position based on current/non-current classification, except for deferred tax assets and liabilities which are classified as non-current assets and liabilities. An asset is current when it is:
-- expected to be realised or intended to be sold or consumed in the normal operating cycle; -- held primarily for the purpose of trading; -- expected to be realised within twelve months after the reporting period; or
-- cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
-- it is expected to be settled in the normal operating cycle; -- it is held primarily for the purpose of trading; -- it is due to be settled within twelve months after the reporting period; or
-- there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Group classifies all other liabilities as non-current.
(aa) Business combinations and goodwill
(i) Subsidiary undertakings
Business combinations are accounted for using the acquisition method at the acquisition date, which is the date on which control is transferred to the Group. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable, as well as other factors including board representation. The financial statements of subsidiaries are included in the Consolidated Financial Statements from the date that control passes.
The Group measures goodwill as the fair value of the consideration paid or payable less the net fair value of the identifiable assets, liabilities assumed and contingent liabilities acquired, all measured as of the acquisition date.
( ii) Associates
Associates are those entities over which the Group has significant influence, but which are not subsidiary undertakings or joint ventures. The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. Investments in associates are carried in the balance sheet at cost as adjusted by post-acquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of individual investments.
(ab) Non-IFRS measures
The Directors have chosen to disclose EPRA earnings, EPRA net asset value metrics and EPRA loan to value, which are widely used alternative metrics to their IFRS equivalents (further details on EPRA best practice recommendations can be found at www.epra.com). Note 12 to the financial statements includes a reconciliation of basic and diluted earnings to EPRA earnings. Note 13 to the financial statements includes a reconciliation of net assets to EPRA net asset value metrics. Note 24 to the financial statements includes a calculation of EPRA loan to value ratio.
The Directors are required, as part of the JSE Listing Requirements, to disclose headline earnings; accordingly, headline earnings are calculated using basic earnings adjusted for revaluation gain net of related tax, gain/loss on sale of properties net of related tax, recoveries from prior disposals of subsidiaries net of related tax, NCI relating to revaluation and revaluation gain/loss on investment property relating to associates net of related tax. Note 12 to the financial statements includes a reconciliation between IFRS and headline earnings.
The Directors have chosen to disclose adjusted earnings in order to provide an alternative indication of the Group's underlying business performance; accordingly, it excludes the effect of adjusting items net of related tax. Note 12 to the financial statements includes a reconciliation of adjusting items included within adjusted earnings, with certain adjusting items stated within administrative expenses in note 7 and certain finance costs in note 10.
The Directors have chosen to disclose adjusted profit before tax and funds from operations in order to provide an alternative indication of the Group's underlying business performance and to facilitate the calculation of its dividend pool; a reconciliation between profit before tax and funds from operations is included within note 29 to the financial statements. Within adjusted profit before tax are adjusting items as described above gross of related tax.
Further details on non-IFRS measures can be found in the business analysis section of this document.
3. Significant accounting judgements, estimates, assumptions and other sources of estimation uncertainty
Judgements
In the process of applying the Group's accounting policies, which are described in note 2, the Directors have made the following judgements that have the most significant effect on the amounts recognised in the financial information:
Acquisition and disposal of properties
Property transactions can be complex in nature and material to the financial statements. To determine when an acquisition or disposal should be recognised, management considers whether the Group assumes or relinquishes control of the property, and the point at which this is obtained or relinquished. Consideration is given to the terms of the acquisition or disposal contracts and any conditions that must be satisfied before the contract is fulfilled. In the case of an acquisition, management must also consider whether the transaction represents an asset acquisition or business combination.
Estimates and assumptions
Key estimates
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Valuation of owned and leased investment properties (including those recognised within assets held for sale or a disposal group)
The fair value of the Group's owned investment properties was determined by Cushman & Wakefield LLP (2022: Cushman & Wakefield LLP), an independent valuer. After adjusting investment properties for lease incentive accounting, the book value of investment properties excluding assets held for sale is shown as EUR2,098.5m (2022: EUR2,074.9m) as disclosed in note 14.
The Cushman & Wakefield LLP valuation approach is explained in note 2(l).
The fair value of the Group's leased investment properties was determined by management. The book value of leased investment properties is shown as EUR24.5m (2022: EUR25.1m) as disclosed in note 14.
As a result of the level of estimation used in arriving at the market valuations, the amounts which may ultimately be realised in respect of any given property may differ from the valuations shown on the statement of financial position. Refer to note 14 for further information, including sensitivity analysis.
Cash flow and covenant compliance forecasts
Cash flow forecasts and covenant compliance forecasts are prepared by management to assess the going concern assumption and viability of the Group. Estimations of future revenue and expenditure are made to determine the expected cash inflows and outflows, considering expectations for occupancy levels, forecast expenditure and the current market climate. The impact of the forecasted cash flows and underlying property valuations are considered when assessing forecast covenant compliance and anticipated levels of headroom on the Group's debt facilities.
Refer to note 2(d) for further details, which includes the assessment of forecasted cash flows and covenant compliance in management's going concern assessment.
Other sources of estimation uncertainty
The following areas of estimation uncertainty are not presented to comply with the requirements of paragraph 125 of IAS 1 "Presentation of Financial Statements" as it is not expected there is a risk of a material adjustment to the carrying amount of assets and liabilities within the next financial year. They are presented as additional disclosure of estimates used in the accounts.
Sustainability
In preparing the financial statements, Management considered the impact of climate change, taking into account the relevant disclosures in the Strategic Report, including those made in accordance with the recommendations of the Taskforce on Climate-related Financial Disclosures. The Group also considered the work performed to date in preparing its potential net zero pathway for the German portfolio to 2045 based on the CRREM ("Carbon Risk Real Estate Monitor") methodology, the leading global standard for operational decarbonisation of real estate assets, and in line with the Science Based Target initiative ("SBTi") and the Energy Performance Certificate ("EPC") regulatory requirements for the UK. At the time of preparing the financial statements, the Group expects a limited exposure in relation to the investment properties, based on the current climate-related requirements. On this basis, the Directors concluded that climate change did not have a material impact on the financial reporting judgements and estimates for the period, consistent with this assessment this is not expected to have a significant impact on the Group's going concern of viability assessment.
4. Business combinations
The provisions of IFRS 3 are applied to all business combinations.
Acquisitions in 2022
Acquisition of Helix Investments Limited
Acquired
Type of Date of voting
Company acquisition acquisition rights
---------------------------------- ------------- ------------- --------
15 Nov
Helix Investments Limited, Jersey Purchase 2021 100%
---------------------------------- ------------- ------------- --------
The purchase price amounted to EUR242.8m (GBP206.8m). The consideration was transferred in the form of cash. On completion a loan advanced by the seller and held by Helix Investments Limited of EUR45.0m (GBP38.3m) was also repaid in cash.
The Group incurred costs of EUR5.3m for legal advice and due diligence in connection with the business combination and these are included in administrative expenses.
Helix Investments Limited is the holding company of the BizSpace Group business, which is a leading provider of regional flexible workspace, offering light industrial, workshop, studio and out of town office units to a wide range of businesses across the UK. The acquisition therefore provides Sirius with a unique opportunity to enter with immediate scale an under-served market via a one-step acquisition of an established platform. It provides Sirius with a high-quality portfolio, offering significant organic growth potential in rental pricing in a UK market characterised by supply constraints. The BizSpace Group business is also highly complementary to Sirius' existing platform, allowing for meaningful operational and financial synergies to drive value creation for Sirius shareholders.
The acquired identifiable assets and liabilities as at 15 November 2021 are presented at their fair values in the following table in accordance with the final purchase price allocation:
Helix
Investments
Limited
EURm
-------------------------- ------------
Investment property 421.1
Other non-current assets 3.0
Current assets 3.5
Cash and cash equivalents 33.1
Loans (214.5)
Current liabilities (23.7)
Lease liabilities (12.2)
Deferred tax liabilities (4.7)
-------------------------- ------------
Net assets 205.6
-------------------------- ------------
Purchase price 242.8
-------------------------- ------------
Goodwill 37.2
-------------------------- ------------
Based on final purchase price allocation, goodwill arising on the purchase of Helix Investments Limited amounts to EUR37.2m as at 15 November 2021. At 31 March 2022, the Directors assessed the computed goodwill to determine if it represented recoverable value over and above the value included in the acquired investment properties and other net assets, and concluded that there was insufficient evidence to support such recovery and so wrote-off the goodwill. As at 31 March 2022 the carrying amount of the goodwill is EURnil as it has been impaired as per note 17.
The gross amounts of acquired trade receivables and impairment losses recognised were as follows as at 15 November 2021.
Helix
Investments
Limited
EURm
------------------------------- ------------
Gross trade receivables 1.1
Expected credit loss provision (0.5)
------------------------------- ------------
Net trade receivables 0.6
------------------------------- ------------
Due to first-time consolidation as at 15 November 2021, the acquired company has contributed revenue of EUR21.0m and profit after tax of EUR47.9m to consolidated revenue and consolidated profit in the year ended 31 March 2022.
Had the company already been fully consolidated as at 1 April 2021, consolidated revenue and consolidated profit after tax in the year ended 31 March 2022 would have been as follows:
1 April
2021 to
31 March
2022
EURm
----------------------- ---------
Group revenue 243.9
Group profit after tax 211.1
----------------------- ---------
5. Operating segments
Information on each operating segment based on the geographical location in which the Group operates is provided to the chief operating decision maker, namely the Group's Senior Management Team, on an aggregated basis and represented as operating profit and expenses.
The investment properties that the Group owns are aggregated into segments with similar economic characteristics such as the nature of the property, the products and services it provides, the customer type for the product served, and the method in which the services are provided. The Group's Senior Management Team considers that this is best achieved through the operating segments of the German assets and the UK assets. The Group's investment properties are considered to be their own segment. The properties at each location (Germany and UK) have similar economic characteristics. These have been aggregated into two operating segments based on location in accordance with the requirements of IFRS 8. The Group's Senior Management Team considers the two locations to be separate segments. Further disaggregation of the investment properties is disclosed in note 14 owing to the range in values of key inputs and assumptions underpinning the property valuation. Consequently, the Group is considered to have two reportable operating segments, as follows:
-- Germany; and -- the UK.
Consolidated information by segment is provided on a net operating income basis, which includes revenues made up of gross rents from third parties and direct expenses, gains/losses on property valuations, property disposals, and control of subsidiaries. All of the Group's share of profit of associates and administrative expenses including goodwill impairment, amortisation and depreciation are separately disclosed as part of operating profit. Group administrative costs, finance income and expenses and change in fair value of derivative financial instruments are disclosed.
Income taxes and depreciation are not reported to the Senior Management Team on a segmented basis. There are no sales between segments.
The UK operating segment is a result of a business combination as disclosed in note 4. As such the UK segment reportable figures from the prior year are those from 15 November 2021 until 31 March 2022 whilst the Germany segment consists of the full annual period ended 31 March 2022. There is no single tenant that makes up more than 10% of each segment's revenue or Group revenue.
Year ended Year ended
31 March 2023 31 March 2022
------------------------ -----------------------
Germany UK Total Germany UK Total
EURm EURm EURm EURm EURm EURm
---------------------------- ------- ------ ------- ------- ------ ------
Rental and other
income from investment
properties 125.5 33.3 158.8 108.7 15.3 124.0
Service charge income
from investment properties 66.6 24.0 90.6 55.0 5.7 60.7
Rental and other
income from managed
properties 10.9 - 10.9 10.9 - 10.9
Service charge income
from managed properties 9.8 - 9.8 14.6 - 14.6
---------------------------- ------- ------ ------- ------- ------ ------
Revenue 212.8 57.3 270.1 189.2 21.0 210.2
---------------------------- ------- ------ ------- ------- ------ ------
Direct costs (96.7) (20.0) (116.7) (80.1) (7.6) (87.7)
---------------------------- ------- ------ ------- ------- ------ ------
Net operating income 116.1 37.3 153.4 109.1 13.4 122.5
(Loss)/gain on revaluation
of investment properties (3.9) (5.9) (9.8) 100.9 40.0 140.9
Gain/(loss) on disposal
of properties - 4.7 4.7 (0.4) (0.2) (0.6)
Recoveries from prior
disposals of subsidiaries - - - 0.1 - 0.1
Depreciation and
amortisation (4.2) (1.3) (5.5) (2.7) (0.5) (3.2)
Movement in expected
credit loss provision
(1) (1.0) - (1.0) (2.2) (0.1) (2.3)
Other administrative
expenses (1) (36.1) (6.7) (42.8) (32.1) (3.1) (35.2)
Goodwill impairment - - - (3.7) (37.2) (40.9)
Share of profit of
associates 2.6 - 2.6 6.9 - 6.9
---------------------------- ------- ------ ------- ------- ------ ------
Operating profit 73.5 28.1 101.6 175.9 12.3 188.2
---------------------------- ------- ------ ------- ------- ------ ------
Finance income 2.5 0.3 2.8 3.0 - 3.0
Amortisation of capitalised
finance costs (3.3) - (3.3) (2.6) - (2.6)
Other finance expense (10.8) (4.2) (15.0) (15.8) (4.9) (20.7)
Change in fair value
of derivative financial
instruments 0.9 - 0.9 1.0 - 1.0
---------------------------- ------- ------ ------- ------- ------ ------
Net finance costs (10.7) (3.9) (14.6) (14.4) (4.9) (19.3)
---------------------------- ------- ------ ------- ------- ------ ------
Segment profit for
the year before tax 62.8 24.2 87.0 161.5 7.4 168.9
---------------------------- ------- ------ ------- ------- ------ ------
(1) To conform to the current year presentation, the movement in expected credit loss provision has been shown as a separate line and this is a reallocation from other administrative expenses for the year ended 31 March 2022.
31 March 2023 31 March 2022
----------------------- -----------------------
Germany UK Total Germany UK Total
EURm EURm EURm EURm EURm EURm
-------------------------- ------- ----- ------- ------- ----- -------
Segment assets
Investment properties 1,691.6 431.4 2,123.0 1,635.2 464.8 2,100.0
Investment in associates 26.7 - 26.7 24.1 - 24.1
Other non-current
assets (1) 21.9 3.8 25.7 21.6 3.2 24.8
-------------------------- ------- ----- ------- ------- ----- -------
Total segment non-current
assets 1,740.2 435.2 2,175.4 1,680.9 468.0 2,148.9
-------------------------- ------- ----- ------- ------- ----- -------
(1) Consists of plant and equipment, intangible assets and right of use assets.
6. Revenue
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
--------------------------------------------------- ---------- ----------
Rental and other income from investment properties 158.8 124.0
Service charge income from investment properties 90.6 60.7
Rental and other income from managed properties 10.9 10.9
Service charge income from managed properties 9.8 14.6
--------------------------------------------------- ---------- ----------
Total revenue 270.1 210.2
--------------------------------------------------- ---------- ----------
Other income relates primarily to income associated with conferencing and catering of EUR4.3m (2022: EUR3.0m) and fee income from managed properties of EUR5.3m (2022: EUR4.1m).
Total revenue from contracts with customers includes service charge income and other income totalling EUR94.9m from investment properties (2022: EUR63.7m) and EUR15.1m from managed properties (2022: EUR18.7m). Service charge income and other income totalling EUR85.2m from the German segment (2022: EUR76.4m) and EUR24.8m from the UK segment (2022: EUR6.0m).
7. Operating profit
The following items have been charged in arriving at operating profit:
Direct costs
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
------------------------------------------------------- ---------- ----------
Service charge costs relating to investment properties 92.8 66.1
Costs relating to managed properties 17.4 17.0
Non-recoverable maintenance 6.5 4.6
------------------------------------------------------- ---------- ----------
Direct costs 116.7 87.7
------------------------------------------------------- ---------- ----------
Movement in expected credit loss provision
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
---------------------------------------------------- ---------- ----------
Expected credit loss recognised 8.7 7.7
Expected credit loss reversed (7.7) (5.4)
---------------------------------------------------- ---------- ----------
Movement in expected credit loss provision (1) (see
note 25) 1.0 2.3
---------------------------------------------------- ---------- ----------
(1) To conform to the current year presentation, the movement in expected credit loss provision has been shown as a separate line in the consolidated income statement and this is a reallocation from other administrative expenses for the year ended 31 March 2022.
The expected credit loss provision has increased during the year mainly due to the increase of gross trade receivables as a result of acquired assets in the financial year.
Administrative expenses
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
-------------------------------------------------- ---------- ----------
Audit and non-audit fees to audit firm 1.7 1.4
Legal and professional fees 6.0 3.9
Other administration costs 5.7 (0.3)
Share-based payments 5.5 4.2
Employee costs 19.4 16.0
Director fees and expenses 0.7 0.6
Depreciation of plant and equipment (see note 16) 2.1 1.2
Amortisation of intangible assets (see note 17) 1.3 1.2
Depreciation of right of use assets (see note 18) 2.1 0.8
Marketing 3.1 2.3
Exceptional items 0.7 7.1
-------------------------------------------------- ---------- ----------
Administrative expenses (1) 48.3 38.4
-------------------------------------------------- ---------- ----------
(1) To conform to the current year presentation, the movement in expected credit loss provision has been shown as a separate line in the consolidated income statement and this is a reallocation from other administrative expenses for the year ended 31 March 2022.
Other administration costs include net foreign exchange losses of EUR0.2m as a result of declining British pound sterling ("GBP") rates throughout the year (2022: EUR2.0m gain as a result of the increased foreign currency cash balances as at the year end).
Employee costs as stated above relate to costs which are not recovered through service charge.
Exceptional items relate to the following:
Year ended Year ended
31 March 2023 31 March 2022
EURm EURm
------------------------------------------------------------------------------- -------------- --------------
Acquisition costs in relation to business combinations - 5.3
Other fees for projects(1) 2.4 -
Legal case costs(2) 0.4 0.9
Lease agreement termination fees (3) 0.9 0.5
Internal tax restructuring costs - 0.4
Decrease in tax liabilities recognised on acquisition of the BizSpace Group(4) (3.0) -
------------------------------------------------------------------------------- -------------- --------------
Total 0.7 7.1
------------------------------------------------------------------------------- -------------- --------------
(1) The other fees for projects amounting to EUR2.4m (2022: EURnil) relate to capital management measures undertaken by the Group. These measures are non-recurring in nature, outside the normal course of business and have been identified as exceptional items.
(2) The legal case costs amounting to EUR0.4m relate to multiple cases which differ from the cases the Group faced in the year end 31 March 2022 amounting to EUR0.9m. These legal cases are non-recurring in nature, outside the normal course of business and have been identified as exceptional items.
(3) The lease agreement termination fee amounting to EUR0.9m (2022: EUR0.5m) was paid in compensation for early termination of a rental contract at the end of July 2022 within the UK segment of the Group. These termination fees are non-recurring in nature, outside the normal course of business and have been identified as exceptional items.
(4) In the current year, the Group identified an error in the accrual of tax liabilities arising in the BizSpace Group as at 31 March 2022, resulting in an overstatement of the tax liability of EUR5.0m, of which EUR3.0m arose on acquisition. These were assessed as not being material to the 31 March 2022 financial statements and the reduction in the liability has been recorded in the current year financial statements. The amounts have been recorded within administrative expenses under exceptional items and the taxation (see note 11) lines of the income statement.
The following services have been provided by the Group's auditor:
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
------------------------------------------- ---------- ----------
Audit fees to audit firm:
Audit of consolidated financial statements 1.0 1.1
Audit of subsidiary undertakings 0.2 0.2
------------------------------------------- ---------- ----------
Total audit fees 1.2 1.3
------------------------------------------- ---------- ----------
Audit related assurance services 0.1 0.1
Other assurance services 0.4 0.2
------------------------------------------- ---------- ----------
Total assurance services 0.5 0.3
------------------------------------------- ---------- ----------
Total fees for non-audit services 0.5 0.3
------------------------------------------- ---------- ----------
Total fees 1.7 1.6
------------------------------------------- ---------- ----------
For the year ended 31 March 2022, other assurance services include services in the amount of EUR0.2m relating to the corporate bond issuances which have been capitalised to the loan issue costs.
8. Employee costs and numbers
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
------------------------------------ ---------- ----------
Wages and salaries 30.7 24.3
Social security costs 4.3 3.8
Defined contribution pension scheme 0.5 0.4
Other employment costs 0.9 0.4
------------------------------------ ---------- ----------
Total 36.4 28.9
------------------------------------ ---------- ----------
Included in the costs related to wages and salaries for the year are expenses of EUR5.5m (2022: EUR4.2m) relating to the granting or award of shares (see note 9). The costs for all periods include those relating to Executive Directors.
All employees are employed directly by one of the following Group subsidiary companies: Sirius Facilities GmbH, Sirius Facilities (UK) Limited, Curris Facilities & Utilities Management GmbH, SFG NOVA GmbH, Sirius Finance (Guernsey) Limited, BizSpace Limited, BizSpace II Limited, M25 Business Centres Limited and Sirius Corporate Services B.V. The average number of people employed by the Group during the year was 421 (2022: 416), expressed in full-time equivalents. In addition, as at 31 March 2023, the Board of Directors consists of six Non-Executive Directors (2022: six) and two Executive Directors (2022: three).
9. Employee schemes
Equity-settled share-based payments
2018 LTIP
The LTIP for the benefit of the Executive Directors and the Senior Management Team was approved in 2018 with three separate grant dates. Awards granted under the LTIP are made in the form of nil-cost options which vest after the three year performance period with vested awards being subject to a further holding period of two years. Awards are split between ordinary and outperformance awards. Ordinary awards carry both adjusted net asset value per share ("TNR") (two-thirds of award) and relative total shareholder return ("TSR") (one-third of award) performance conditions and outperformance awards carry a sole TNR performance condition. The employee's tax obligation will be determined upon the vesting date of the share issue.
June 2020 grant
3,600,000 ordinary share awards were granted under the scheme on 15 June 2020 with a total charge for the award of EUR2.3m. Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Company in respect of the awards. For the 15 June 2020 LTIP grant an expense of EUR0.8m is recognised in the consolidated income statement to 31 March 2023. A total of 250,000 shares were forfeited during the performance period by two participants who left the Group.
The following assumptions were used in calculating the fair value per share for the TNR and TSR elements of the award that were granted on 15 June 2020:
TNR TSR
------------------------------------------- ------------- ------------------
Valuation methodology Black-Scholes Monte-Carlo
2/3 ordinary
Calculation for award 1/3 ordinary award
Share price at grant date - EUR 0.84 0.84
Exercise price - EUR nil nil
Expected volatility - % 38.5 38.5
Performance projection period - years 2.79 2.67
Expected dividend yield - % 4.28 4.28
Risk-free rate based on European treasury
bonds rate of return - % (0.677) p.a. (0.677) p.a.
Expected outcome of performance conditions
- % 100 67.2
Fair value per share - EUR 0.745 0.564
------------------------------------------- ------------- ------------------
The weighted average fair value of share options granted on 15 June 2020 is EUR0.68.
Assumptions considered in this model include: expected volatility of the Company's share price, as determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant and commensurate with the expected life of the awards; dividend yield based on the actual dividend yield as a percentage of the share price at the date of grant; performance projection period; risk-free rate; and correlation between comparators.
June 2019 grant
3,760,000 ordinary share awards and 690,000 outperformance share awards were granted under the scheme on 16 June 2019 with a total charge for the awards of EUR2.1m over three years. Another 93,039 share awards have been granted throughout the performance period as part of dividend equivalents resulting in a total number of shares of 4,543,039. Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Company in respect of the awards. For the 16 June 2019 LTIP grant an expense of EURnil is recognised in the consolidated income statement to 31 March 2023.
The fair value per share for the TNR and TSR elements of the award was determined using Black-Scholes and Monte-Carlo models respectively with the following assumptions used in the calculation:
TNR TSR
------------------------------------------- ---------------------- ------------------
Valuation methodology Black-Scholes Monte-Carlo
Calculation for 2/3 ordinary
award/ outperformance
award 1/3 ordinary award
Share price at grant date - EUR 0.73 0.73
Exercise price - EUR nil nil
Expected volatility - % 23.8 23.8
Performance projection period - years 2.80 2.67
Expected dividend yield - % 4.56 4.56
Risk-free rate based on European treasury
bonds rate of return - % (0.695) p.a. (0.695) p.a.
Expected outcome of performance conditions
- % 100/24.5 46.6
Fair value per share - EUR 0.643 0.340
------------------------------------------- ---------------------- ------------------
The weighted average fair value of share options granted on 16 June 2019 is EUR0.54.
Assumptions considered in this model include: expected volatility of the Company's share price, as determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant and commensurate with the expected life of the awards; dividend yield based on the actual dividend yield as a percentage of the share price at the date of grant; performance projection period; risk-free rate; and correlation between comparators.
The June 2019 grant vested on 18 July 2022. Vesting was at partial level for all participants resulting in the exercise of 1,620,093 shares with a weighted average share price of EUR1.02 at the date of exercise. 1,391,585 shares have been surrendered in relation to the partial settlement of certain participants' tax liabilities arising in respect of the vesting. An amount of EUR1.7m was paid for the participants' tax liabilities.
The remaining 1,531,361 shares vested on 23 November 2022. Final vesting resulted in the exercise of 811,621 shares with a weighted average share price of EUR1.02 at the date of exercise. 719,740 shares have been surrendered in relation to the settlement of certain participants' tax liabilities arising in respect of the vesting.
2021 LTIP
The LTIP for the benefit of the Executive Directors and the Senior Management Team was approved in 2021. Awards granted under the LTIP are made in the form of nil-cost options which vest after the three year performance period with vested awards being subject to a further restricted period of two years when shares acquired on exercise cannot be sold. Awards are subject to adjusted net asset value per share ("TNR") (two-thirds of award) and relative total shareholder return ("TSR") (one-third of award) performance conditions. The employees' tax obligation will be determined upon the vesting date of the share issue.
August 2021 grant
4,154,119 ordinary share awards were granted under the scheme on 2 August 2021 with a total charge for the award of EUR4.7m. Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Company in respect of the awards. For the 2 August 2021 LTIP grant an expense of EUR1.6m is recognised in the consolidated income statement to 31 March 2023. A total of 725,000 shares were forfeited during the performance period by two participants who left the Group.
The following assumptions were used in calculating the fair value per share for the TNR and TSR elements of the award that were granted on 2 August 2021:
TNR TSR
------------------------------------------ ------------- ------------------
Valuation methodology Black-Scholes Monte-Carlo
2/3 ordinary
Calculation for award 1/3 ordinary award
Share price at grant date - EUR 1.39 1.39
Exercise price - EUR nil nil
Expected volatility - % 40.5 40.5
Expected life - years 2.91 2.91
Performance projection period - years 2.66 2.66
Expected dividend yield - % 2.79 2.79
Risk-free rate based on European treasury
bonds rate of return - % (0.817) p.a. (0.817) p.a.
Fair value per share - EUR 1.28 (1) 0.84 (2)
------------------------------------------ ------------- ------------------
(1) In accordance with IFRS 2, TNR is classed as a non-market performance condition. As such, the fair value has been calculated using a Black-Scholes model and does not take the expected outcome of the performance condition into account. The Company currently estimates the expected vesting outcome for the TNR award to be 100%.
(2) In accordance with IFRS 2, relative TSR is classed as a market-based performance condition. As such, projected performance and the likelihood of achieving the condition have been taken into account when calculating the fair value using a Monte-Carlo model. The model also uses assumptions for the expected volatility of comparator companies, the pairwise correlation between comparator companies and TSR performance between the start of the performance period and the date of grant.
The weighted average fair value of share options granted on 2 August 2021 is EUR1.13.
Expected volatility of the Company's share price was determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant, commensurate with the term to the end of the performance period.
July 2022 grant
3,480,028 ordinary share awards were granted under the scheme on 18 July 2022 with a total charge for the award of EUR2.6m. Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Company in respect of the awards. For the 18 July 2022 LTIP grant an expense of EUR0.6m is recognised in the consolidated income statement to 31 March 2023. A total of 635,000 shares were forfeited during the performance period by two participants who left the Group.
The following assumptions were used in calculating the fair value per share for the TNR and TSR elements of the awards that were granted on 18 July 2022:
TNR TSR
------------------------------------------------ ------------- ------------
Valuation methodology Black-Scholes Monte-Carlo
2/3 ordinary 1/3 ordinary
Calculation for award award
Share price at grant date - EUR 1.05 1.05
Exercise price - EUR nil nil
Expected volatility - % 41.2 41.2
Expected life - years 2.95 2.95
Performance projection period - years 2.70 2.70
Expected dividend yield - % 4.21 4.21
Risk-free rate based on European treasury bonds
rate of return - % (0.609) p.a. (0.609) p.a.
Fair value per share - EUR 0.93(1) 0.40(2)
------------------------------------------------ ------------- ------------
(1) In accordance with IFRS 2, TNR is classed as a non-market performance condition. As such, the fair value has been calculated using a Black-Scholes model and does not take the expected outcome of the performance condition into account. The Company currently estimates the expected vesting outcome for the TNR award to be 100%.
(2) In accordance with IFRS 2, relative TSR is classed as a market-based performance condition. As such, projected performance and the likelihood of achieving the condition have been taken into account when calculating the fair value using a Monte-Carlo model. The model also uses assumptions for the expected volatility of comparator companies, the pairwise correlation between comparator companies and TSR performance between the start of the performance period and the date of grant.
The weighted average fair value of share options granted on 18 July 2022 is EUR0.75.
Expected volatility of the Company's share price was determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant, commensurate with the term to the end of the performance period.
2021 SIP
Another SIP for the benefit of the senior employees was approved in 2021. Awards granted under the SIP are made in the form of a conditional right to receive a specified number of shares for nil cost which vest after the three year performance period (on 1 March 2025 for the 2021 award) with vested awards being subject to a further restricted period of one year when shares cannot be sold. Awards are subject to adjusted net asset value per share ("TNR") (two-thirds of award) and relative total shareholder return ("TSR") (one-third of award) performance conditions. Awards are equity settled. The employees' tax obligation will be determined upon the vesting date of the share issue.
September 2021 grant
3,074,500 share awards were granted under the scheme on 7 September 2021 with a total charge for the award of EUR3.7m on the basis that 0% of awards are forfeited during the vesting period. Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Company in respect of the awards. For the 7 September 2021 SIP grant an expense of EUR1.1m is recognised in the consolidated income statement to 31 March 2023.
The following assumptions were used in calculating the fair value per share for the TNR and TSR elements of the award that were granted on 7 September 2021:
TNR TSR
------------------------------------------ ------------- ------------------
Valuation methodology Black-Scholes Monte-Carlo
2/3 ordinary
Calculation for award 1/3 ordinary award
Share price at grant date - EUR 1.49 1.49
Exercise price - EUR n/a n/a
Expected volatility - % 40.7 40.7
Expected life - years 3.48 3.48
Performance projection period - years 2.56 2.56
Expected dividend yield - % 2.60 2.60
Risk-free rate based on European treasury
bonds rate of return - % (0.737) p.a. (0.737) p.a.
Fair value per share - EUR 1.36 (1) 0.92 (2)
------------------------------------------ ------------- ------------------
(1) In accordance with IFRS 2, TNR is classed as a non-market performance condition. As such, the fair value has been calculated using a Black-Scholes model and does not take the expected outcome of the performance condition into account. The Company currently estimates the expected vesting outcome for the TNR award to be 100%.
(2) In accordance with IFRS 2, relative TSR is classed as a market-based performance condition. As such, projected performance and the likelihood of achieving the condition have been taken into account when calculating the fair value using a Monte-Carlo model. The model also uses assumptions for the expected volatility of comparator companies and the pairwise correlation between comparator companies and TSR performance between the start of the performance period and the date of grant.
The weighted average fair value of share options granted on 7 September 2021 is EUR1.21.
Expected volatility of the Company's share price was determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant, commensurate with the term to the end of the performance period.
April 2022 grant
30,000 ordinary share awards were granted under the scheme on 1 April 2022 with a total charge for the award of EUR0.03m. Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Company in respect of the awards. For the 1 April 2022 SIP grant an expense of EUR0.01m is recognised in the consolidated income statement to 31 March 2023.
The following assumptions were used in calculating the fair value per share for the TNR and TSR elements of the awards that were granted on 1 April 2022:
TNR TSR
------------------------------------------------ ------------- ------------
Valuation methodology Black-Scholes Monte-Carlo
2/3 ordinary 1/3 ordinary
Calculation for award award
Share price at grant date - EUR 1.51 1.51
Exercise price - EUR n/a n/a
Expected volatility - % 32.5 32.5
Expected life - years 2.92 2.92
Performance projection period - years 2.00 2.00
Expected dividend yield - % 2.93 2.93
Risk-free rate based on European treasury bonds
rate of return - % (0.074) p.a. (0.074) p.a.
Fair value per share - EUR 1.39(1) 0.89(2)
------------------------------------------------ ------------- ------------
(1) In accordance with IFRS 2, TNR is classed as a non-market performance condition. As such, the fair value has been calculated using a Black-Scholes model and does not take the expected outcome of the performance condition into account. The Company currently estimates the expected vesting outcome for the TNR award to be 100%.
(2) In accordance with IFRS 2, relative TSR is classed as a market-based performance condition. As such, projected performance and the likelihood of achieving the condition have been taken into account when calculating the fair value using a Monte-Carlo model. The model also uses assumptions for the expected volatility of comparator companies, the pairwise correlation between comparator companies and TSR performance between the start of the performance period and the date of grant.
The weighted average fair value of share options granted on 1 April 2022 is EUR1.22.
Expected volatility of the Company's share price was determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant, commensurate with the term to the end of the performance period.
August 2022 grant
150,000 ordinary share awards were granted under the scheme on 1 August 2022 with a total charge for the award of EUR0.1m. Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Company in respect of the awards. For the 1 August 2022 SIP grant an expense of EUR0.03m is recognised in the consolidated income statement to 31 March 2023.
The following assumptions were used in calculating the fair value per share for the TNR and TSR elements of the awards that were granted on 1 August 2022:
TNR TSR
------------------------------------------------ ------------- ------------
Valuation methodology Black-Scholes Monte-Carlo
2/3 ordinary 1/3 ordinary
Calculation for award award
Share price at grant date - EUR 1.51 1.51
Exercise price - EUR n/a n/a
Expected volatility - % 29.7 29.7
Expected life - years 2.58 2.58
Performance projection period - years 1.66 1.66
Expected dividend yield - % 3.96 3.96
Risk-free rate based on European treasury bonds
rate of return - % (0.184) p.a. (0.184) p.a.
Fair value per share - EUR 1.02(1) 0.46(2)
------------------------------------------------ ------------- ------------
(1) In accordance with IFRS 2, TNR is classed as a non-market performance condition. As such, the fair value has been calculated using a Black-Scholes model and does not take the expected outcome of the performance condition into account. The Company currently estimates the expected vesting outcome for the TNR award to be 100%.
(2) In accordance with IFRS 2, relative TSR is classed as a market-based performance condition. As such, projected performance and the likelihood of achieving the condition have been taken into account when calculating the fair value using a Monte-Carlo model. The model also uses assumptions for the expected volatility of comparator companies, the pairwise correlation between comparator companies and TSR performance between the start of the performance period and the date of grant.
The weighted average fair value of share options granted on 1 August 2022 is EUR0.83.
Expected volatility of the Company's share price was determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant, commensurate with the term to the end of the performance period.
August 2022 grant - the BizSpace Group awards
1,600,000 ordinary share awards were granted under the scheme on 1 August 2022 for certain BizSpace Group employees with a total charge for the award of EUR1.3m. Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Company in respect of the awards. For the 1 August 2022 SIP grant an expense of EUR0.4m is recognised in the consolidated income statement to 31 March 2023.
The following assumptions were used in calculating the fair value per share for the TNR and TSR elements of the awards that were granted on 1 August 2022:
TNR TSR
------------------------------------------------ ------------- ------------
Valuation methodology Black-Scholes Monte-Carlo
2/3 ordinary 1/3 ordinary
Calculation for award award
Share price at grant date - EUR 1.51 1.51
Exercise price - EUR n/a n/a
Expected volatility - % 29.7 29.7
Expected life - years 2.58 2.58
Performance projection period - years 1.66 1.66
Expected dividend yield - % 3.96 3.96
Risk-free rate based on European treasury bonds
rate of return - % (0.184) p.a. (0.184) p.a.
Fair value per share - EUR 1.02(1) 0.46(2)
------------------------------------------------ ------------- ------------
(1) In accordance with IFRS 2, TNR is classed as a non-market performance condition. As such, the fair value has been calculated using a Black-Scholes model and does not take the expected outcome of the performance condition into account. The Company currently estimates the expected vesting outcome for the TNR award to be 100%.
(2) In accordance with IFRS 2, relative TSR is classed as a market-based performance condition. As such, projected performance and the likelihood of achieving the condition have been taken into account when calculating the fair value using a Monte-Carlo model. The model also uses assumptions for the expected volatility of comparator companies, the pairwise correlation between comparator companies and TSR performance between the start of the performance period and the date of grant.
The weighted average fair value of share options granted on 1 August 2022 is EUR0.83.
Expected volatility of the Company's share price was determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant, commensurate with the term to the end of the performance period.
Deferred Bonus Plan
The Deferred Bonus Plan ("DBP") is subject to rules approved by the Board and to the Directors' Remuneration Policy (approved by shareholders triennially) for Executive Directors of Sirius Real Estate Limited only.
The Executive Directors consisting of the Chief Executive Officer, the Chief Financial Officer and the Chief Investment Officer of the Company are currently required to participate in the DBP.
The participants are subject to annual performance bonus conditions and objectives to be agreed by the Remuneration Committee. At the end of the applicable financial year, and on receipt of an annual performance bonus, as determined by the Remuneration Committee, 65% or more is awarded as cash with the remainder transferred into shares in the Company. Of the 35%, half is deferred for one year and the remaining half is deferred for two years. The DBP had been previously treated as cash settled as it was not material to the financial statements.
Number of share awards
Movements in the number of awards outstanding are as follows:
Year ended Year ended
31 March 2023 31 March 2022
---------------------- ------------------------
Weighted Weighted
Number average average
of exercise Number exercise
share price of price
awards EURm share awards EURm
---------------------------------------- ----------- --------- ------------- ---------
Balance outstanding as at the beginning
of the year (nil exercisable) 15,278,619 - 15,584,750 -
Maximum granted during the year 5,353,067 - 7,302,831 -
Forfeited during the year (1,610,000) - (195,000) -
Exercised during the year (2,431,714) - (4,934,934) -
Shares surrendered to cover employee
tax obligations (2,111,325) - (2,479,028) -
---------------------------------------- ----------- --------- ------------- ---------
Balance outstanding as at year end
(nil exercisable) 14,478,647 - 15,278,619 -
---------------------------------------- ----------- --------- ------------- ---------
Employee benefit schemes
A reconciliation of share-based payments and employee benefit schemes and their impact on the consolidated income statement is as follows:
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
----------------------------------------------------------- ---------- ------------
Charge relating to 2018 LTIP - June 2019 grant - 1.1
Charge relating to 2018 LTIP - June 2020 grant 0.8 0.8
Charge relating to 2021 LTIP - August 2021 grant 1.6 1.1
Charge relating to 2021 LTIP - July 2022 grant 0.6 -
Charge relating to 2019 SIP - August 2019 grant - 0.6
Charge relating to 2021 SIP - September 2021 grant 1.1 0.6
Charge relating to 2021 SIP - August 2022 grant (including
the BizSpace Group awards) 0.4 -
DBP 1.0 -
----------------------------------------------------------- ---------- ----------
Total consolidated income statement charge relating
to share-based payments 5.5 4.2
----------------------------------------------------------- ---------- ------------
An amount of EUR5.5m (2022: EUR1.9m) is recognised in other distributable reserves as per the consolidated statement of changes in equity. In addition, an amount of EUR1.7m has been paid for participants' tax liabilities in relation to share-based payment schemes.
10. Finance income, finance expense and change in fair value of derivative financial instruments
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
--------------------------------------------------------- ---------- ----------
Bank interest income 0.6 0.1
Finance income from associates 2.2 2.9
--------------------------------------------------------- ---------- ----------
Finance income 2.8 3.0
--------------------------------------------------------- ---------- ----------
Bank loan interest expense (13.6) (11.5)
Interest expense related to lease liabilities (see
note 18) (1.1) (0.5)
Amortisation of capitalised finance costs (3.3) (2.6)
--------------------------------------------------------- ---------- ----------
Total interest expense (18.0) (14.6)
Bank charges and bank interest expense on deposits (0.3) (0.9)
Refinancing costs, exit fees and prepayment penalties - (7.8)
--------------------------------------------------------- ---------- ----------
Other finance costs (0.3) (8.7)
--------------------------------------------------------- ---------- ----------
Finance expense (18.3) (23.3)
--------------------------------------------------------- ---------- ----------
Change in fair value of derivative financial instruments 0.9 1.0
--------------------------------------------------------- ---------- ---------- Net finance expense (14.6) (19.3) --------------------------------------------------------- ---------- ----------
For the year ended 31 March 2022, included within refinancing costs are exit fees and early prepayment penalties of EUR6.9m that directly related to the early repayment of loans and cost in relation to the restructuring of debt in the amount of EUR0.9m.
The change in fair value of derivative financial instruments of EUR0.9m (2022: EUR1.0m) reflects the change in the market valuation of these financial instruments.
11. Taxation
Consolidated income statement
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
--------------------------------------------------- ---------- ----------
Current income tax
Current income tax charge (4.8) (6.2)
Current income tax charge relating to disposals of
investment properties - -
Adjustments in respect of prior periods(1) 1.8 0.1
--------------------------------------------------- ---------- ----------
Total current income tax (3.0) (6.1)
--------------------------------------------------- ---------- ----------
Deferred tax
Relating to origination and reversal of temporary
differences (4.3) (14.8)
--------------------------------------------------- ---------- ----------
Total deferred tax (4.3) (14.8)
--------------------------------------------------- ---------- ----------
Income tax charge reported in the income statement (7.3) (20.9)
--------------------------------------------------- ---------- ----------
(1) In the current year, the Group identified an error in the accrual of tax liabilities arising in the BizSpace Group as at 31 March 2022, resulting in an overstatement of the tax liability of EUR5.0m of which EUR3.0m arose on acquisition. These were assessed as not being material to the 31 March 2022 financial statements and the reduction in the liability has been recorded in the current year financial statements. The amounts have been recorded within administrative expenses under exceptional items and the taxation (see note 11) lines of the income statement.
The German corporation tax rate of 15.825% is used in the tax reconciliation for the Group. Taxation for other jurisdictions is calculated at the rates prevailing in each jurisdiction.
The reconciliation of the effective tax rate is explained below:
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
------------------------------------------------------------- ---------- ----------
Profit before tax 87.0 168.9
------------------------------------------------------------- ---------- ----------
Current tax using the German corporation tax rate
of 15.825% (2022: 15.825%) 13.8 26.7
Effects of:
Deductible interest on internal financing(1) (4.4) (5.4)
Tax exempt gain from selling of investments and dividends(2) (0.4) (1.1)
Non-deductible expenses (0.3) 0.4
Change in unrecognised deferred tax - tax effect
of utilisation of tax losses not previously recognised(3) 2.8 (10.5)
Adjustments in respect of prior periods(4) (1.8) (0.1)
German trade tax 0.4 -
Tax exempt income under REIT regime(5) (3.7) -
Goodwill impairment(6) - 6.5
Difference in foreign tax rates (7) 0.9 1.5
Deferred tax - current year movements - 1.0
Rate difference between current tax and deferred
tax - 1.9
------------------------------------------------------------- ---------- ----------
Total income tax charge in the income statement 7.3 20.9
------------------------------------------------------------- ---------- ----------
(1) The item refers to intra-group financing and also includes the difference in foreign tax rates within the jurisdiction of the recipient of the interest income and the German corporation tax rate.
(2) The tax exempt gain from selling of investments and dividends in the current year relates to the profits of associates only.
(3) Following the acquisition of the BizSpace Group on 15 November 2021, the BizSpace Group has entered into the UK REIT regime effective from 1 April 2022. The result of the REIT conversion included the derecognition of deferred tax assets and deferred tax liabilities on investment properties as at 31 March 2022. The reconciling item increased as at 31 March 2023 due to the use of previously not recognised tax losses.
(4) To align with tax returns filed for previous years, an adjustment (primarily arising on tax gains on disposal of investment properties) has been made within the financial year.
(5) The BizSpace Group has entered into the UK REIT regime effective from 1 April 2022 which exempts income from property rental business and profits from disposal of assets from UK tax charge.
(6) An impairment of EUR40.9m in relation to the goodwill was included as a permanent item in the tax reconciliation of last year.
(7) As the current UK corporation tax rate is 19% this item shows the difference between this rate and the German corporation tax rate of 15.825% used in the above reconciliation.
Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities are attributable to the following:
Assets Liabilities Net
------------------ ------------------ ------------------
31 March 31 March 31 March 31 March 31 March 31 March
2023 2022 2023 2022 2023 2022
EURm EURm EURm EURm EURm EURm
---------------------------------- -------- -------- -------- -------- -------- --------
Revaluation of investment
property - - (99.5) (95.4) (99.5) (95.4)
Rent free adjustments - - (0.7) (0.6) (0.7) (0.6)
Capitalised own
works - - (0.1) (0.1) (0.1) (0.1)
Hedging (swaps) - - (0.2) (0.1) (0.2) (0.1)
Fair value adjustment
on leased investment
properties 3.9 4.1 (3.8) (4.3) 0.1 (0.2)
Tax losses 20.2 20.3 - - 20.2 20.3
Fixed asset temporary
differences - 0.2 - - - 0.2
---------------------------------- -------- -------- -------- -------- -------- --------
Deferred tax assets/(liabilities) 24.1 24.6 (104.3) (100.5) (80.2) (75.9)
---------------------------------- -------- -------- -------- -------- -------- --------
For accounting periods beginning on or after 1 January 2023 IASB ED/2019/5 amended the application of the initial recognition exemption for transactions giving rise to offsetting deferred tax assets and deferred tax liabilities. In respect of IFRS 16, the Group adopted the amendments to the initial recognition exemption under IAS 12 already in last year and recognises a deferred tax asset in respect of the IFRS 16 lease liabilities and a deferred tax liability in respect of IFRS 16 right of use, resulting in a net deferred tax asset for the current year.
Movement in deferred tax during the year is as follows:
31 March Recognised Exchange Acquisition 31 March
2022 in income differences of a subsidiary 2023
EURm EURm EURm EURm EURm
---------------------------------- -------- ---------- ------------ ---------------- --------
Revaluation of investment
property (95.4) (4.1) - - (99.5)
Rent free adjustments (0.6) (0.1) - - (0.7)
Capitalised own works (0.1) - - - (0.1)
Hedging (swaps) (0.1) (0.1) - - (0.2)
Fair value adjustment on
leased investment properties (0.2) 0.3 - - 0.1
Tax losses 20.3 (0.1) - - 20.2
Fixed asset temporary differences 0.2 (0.2) - - -
Other short-term temporary
differences - - - - -
---------------------------------- -------- ---------- ------------ ---------------- --------
Total (75.9) (4.3) - - (80.2)
---------------------------------- -------- ---------- ------------ ---------------- --------
31 March Recognised Exchange Acquisition 31 March
2021 in income differences of a subsidiary 2022
EURm EURm EURm EURm EURm
---------------------------------- -------- ---------- ------------ ---------------- --------
Revaluation of investment
property (73.9) (8.7) - (12.8) (95.4)
Rent free adjustments (0.6) - - - (0.6)
Capitalised own works - (0.1) - - (0.1)
Hedging (swaps) 0.2 (0.3) - - (0.1)
Fair value adjustment on
leased investment properties - (5.7) - 5.5 (0.2)
Tax losses 18.0 2.3 - - 20.3
Fixed asset temporary differences - (1.0) - 1.2 0.2
Other short-term temporary
differences - (1.3) - 1.3 -
---------------------------------- -------- ---------- ------------ ---------------- --------
Total (56.3) (14.8) - (4.8) (75.9)
---------------------------------- -------- ---------- ------------ ---------------- --------
The Group has not recognised a deferred tax asset on EUR240.2m (2022: EUR256.9m) of tax losses carried forward and future share scheme deductions due to uncertainties over recovery. There is no expiration date on EUR240.2m of the losses and future share scheme tax deductions will convert to tax losses on realisation.
A change in ownership of the Group may result in restriction on the Group's ability to use tax losses in certain tax jurisdictions.
Recognised and unrecognised temporary differences in the acquired BizSpace Group of EUR54m were derecognised as at 31 March 2022 following the BizSpace Group's entry to the UK REIT regime effective 1 April 2022. A deferred tax asset of EUR0.05m relating to the excess of capital allowances over qualifying net book value in the BizSpace Group is expected to be recoverable by the residual business of the BizSpace Group post REIT conversion. For the financial year beginning 1 April 2023 the normal corporation tax rate was increased from 19% to 25%. This may have a potential impact on any taxable profits made by the residual business of the BizSpace Group post REIT conversion and other UK operations only from that date.
A deferred tax liability is recognised on temporary differences of EURnil (2022: EURnil) relating to the unremitted earnings of overseas subsidiaries as the Group is able to control the timing of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Assets Liabilities Net
---------------------- ---------------------- --------------------
31 March 31 March 31 March 31 March 31 March 31 March
2023 2022 2023 2022 2023 2022
EURm EURm EURm EURm EURm EURm
---------------------------------- ---------- ---------- ---------- ---------- ---------- --------
UK - 0.2 - - - 0.2
Germany 24.1 24.4 (104.3) (100.5) (80.2) (76.1)
Cyprus - - - - - -
---------------------------------- ---------- ---------- ---------- ---------- ---------- --------
Deferred tax assets/(liabilities) 24.1 24.6 (104.3) (100.5) (80.2) (75.9)
---------------------------------- ---------- ---------- ---------- ---------- ---------- --------
Assets Liabilities Net
----------------------- ---------------------- --------------------
31 March 31 March 31 March 31 March 31 March 31 March
2023 2022 2023 2022 2023 2022
EURm EURm EURm EURm EURm EURm
------------------------ ----------- ---------- ---------- ---------- ---------- --------
UK - - (0.4) (7.3) (0.4) (7.3)
Germany - - (4.6) (2.7) (4.6) (2.7)
Cyprus - - (0.4) (0.4) (0.4) (0.4)
------------------------ ----------- ---------- ---------- ---------- ---------- --------
Current tax liabilities - - (5.4) (10.4) (5.4) (10.4)
------------------------ ----------- ---------- ---------- ---------- ---------- --------
12. Earnings per share
The calculations of the basic, diluted, EPRA, headline and adjusted earnings per share are based on the following data:
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
--------------------------------------------------------- ------------- -------------
Earnings attributable to the owners of the Company
Basic earnings 79.6 147.9
Diluted earnings 79.6 147.9
EPRA earnings 88.2 70.7
Diluted EPRA earnings 88.2 70.7
Headline earnings 89.0 58.4
Diluted headline earnings 89.0 58.4
--------------------------------------------------------- ------------- -------------
Adjusted
Basic earnings 79.6 147.9
Add loss/(deduct gain) on revaluation of investment
properties 9.8 (140.9)
(Deduct gain)/add loss on disposal of properties (4.7) 0.6
Deduct recoveries from prior disposals of subsidiaries
(net of related tax) - (0.1)
Tax in relation to the revaluation gains/losses of
investment properties and gains/losses on disposal
of properties above less REIT related tax effects 4.2 14.6
Non-controlling interest ("NCI") relating to revaluation
(net of related tax) - 0.2
Goodwill impairment - 40.9
Add loss/(deduct gain) on revaluation of investment
property relating to associates 0.5 (6.0)
Tax in relation to the revaluation gains/losses on
investment property relating to associates above (0.4) 1.2
--------------------------------------------------------- ------------- -------------
Headline earnings after tax 89.0 58.4
Deduct change in fair value of derivative financial
instruments (net of related tax and NCI) (0.8) (0.8)
Deduct revaluation expense relating to leased investment
properties (1.5) (5.6)
Add adjusting items (net of related tax and NCI)(1) 6.2 19.1
--------------------------------------------------------- ------------- -------------
Adjusted earnings after tax 92.9 71.1
--------------------------------------------------------- ------------- -------------
Number of shares
Weighted average number of ordinary shares for the
purpose of basic, headline, adjusted and basic EPRA
earnings per share 1,167,757,975 1,097,082,162
--------------------------------------------------------- ------------- -------------
Weighted average number of ordinary shares for the
purpose of diluted earnings, diluted headline earnings,
diluted adjusted earnings and diluted EPRA earnings
per share 1,183,626,763 1,112,360,781
--------------------------------------------------------- ------------- ------------- Basic earnings per share 6.82c 13.48c --------------------------------------------------------- ------------- ------------- Diluted earnings per share 6.73c 13.29c --------------------------------------------------------- ------------- ------------- Basic EPRA earnings per share 7.55c 6.44c --------------------------------------------------------- ------------- ------------- Diluted EPRA earnings per share 7.45c 6.36c --------------------------------------------------------- ------------- ------------- Headline earnings per share 7.62c 5.32c --------------------------------------------------------- ------------- ------------- Diluted headline earnings per share 7.52c 5.25c --------------------------------------------------------- ------------- ------------- Adjusted earnings per share 7.96c 6.48c --------------------------------------------------------- ------------- ------------- Adjusted diluted earnings per share 7.85c 6.39c --------------------------------------------------------- ------------- -------------
(1) See reconciliation between adjusting items as stated within earnings per share and those stated within administrative expenses in note 7.
Year ended Year ended
31 March 31 March
2023 2022
Notes EURm EURm
-------------------------------------------- ----- ---------- ----------
Exceptional items 7 0.7 7.1
Refinancing costs, exit fees and prepayment
penalties 10 - 7.8
Share-based payments 7 5.5 4.2
-------------------------------------------- ----- ---------- ----------
Adjusting items as per note 12 6.2 19.1
-------------------------------------------- ----- ---------- ----------
The following table shows the reconciliation of basic to headline earnings, separately disclosing the impact before tax (gross column) and after tax (net column):
Year ended Year ended
31 March 2023 31 March 2022
---------------- ----------------
Gross Net Gross Net
EURm EURm EURm EURm
--------------------------------------- ------- ------- ------- -------
Basic earnings 79.6 147.9
Add loss/(deduct gain) on revaluation
of investment properties 9.8 14.0 (140.9) (126.3)
(Deduct gain)/add loss on disposal
of properties (4.7) (4.7) 0.6 0.6
Deduct recoveries from prior disposals
of subsidiaries - - (0.1) (0.1)
NCI relating to revaluation 0.1 - 0.2 0.2
Goodwill impairment - - 40.9 40.9
Add loss/(deduct gain) on revaluation
of investment property relating to
associates 0.5 0.1 (6.0) (4.8)
--------------------------------------- ------- ------- ------- -------
Headline earnings 89.0 58.4
--------------------------------------- ------- ------- ------- -------
EPRA earnings
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
--------------------------------------------------------- ---------- ----------
Basic and diluted earnings attributable to owners
of the Company 79.6 147.9
Add loss/(deduct gain) on revaluation of investment
properties 9.8 (140.9)
(Deduct gain)/add loss on disposal of properties
(net of related tax) (4.7) 0.6
Deduct recoveries from prior disposals of subsidiaries
(net of related tax) - (0.1)
Refinancing costs, exit fees and prepayment penalties - 7.8
Goodwill impairment - 40.9
Acquisition costs in relation to business combinations - 5.3
Change in fair value of derivative financial instruments (0.9) (1.0)
Deferred tax in respect of EPRA fair value movements
on investment properties 4.3 14.8
NCI relating to revaluation (net of related tax) - 0.2
Add loss/(deduct gain) on revaluation of investment
property relating to associates 0.5 (6.0)
Tax in relation to the revaluation gains/losses on
investment property relating to associates (0.4) 1.2
--------------------------------------------------------- ---------- ----------
EPRA earnings 88.2 70.7
--------------------------------------------------------- ---------- ----------
For more information on EPRA earnings refer to Annex 1.
For the calculation of basic, headline, adjusted, EPRA and diluted earnings per share the number of shares has been reduced by 7,492,763 own shares held (2022: 5,280,308 shares), which are held by an Employee Benefit Trust on behalf of the Group.
The weighted average number of shares for the purpose of diluted, diluted EPRA, diluted headline and adjusted diluted earnings per share is calculated as follows:
Year ended Year ended
31 March 31 March
2023 2022
-------------------------------------------------------- ------------- -------------
Weighted average number of ordinary shares for the
purpose of basic, basic EPRA, headline and adjusted
earnings per share 1,167,757,975 1,097,082,162
Weighted average effect of grant of LTIP and SIP
shares 15,868,789 15,278,619
Weighted average number of ordinary shares for
the purpose of diluted, diluted EPRA, diluted headline
and adjusted diluted earnings per share 1,183,626,764 1,112,360,781
-------------------------------------------------------- ------------- -------------
The Company has chosen to report EPRA earnings per share ("EPRA EPS"). EPRA EPS is a definition of earnings as set out by the European Public Real Estate Association. EPRA earnings represents earnings after adjusting for gains/losses on revaluation of investment properties, gains/losses on disposals of properties (net of related tax), recoveries from prior disposals of subsidiaries (net of related tax), refinancing costs, exit fees and prepayment penalties, goodwill impairment, acquisition costs in relation to business combinations, changes in fair value of derivative financial instruments, (collectively, the "EPRA earnings adjustments"), deferred tax in respect of the EPRA earnings adjustments, NCI relating to revaluation (net of related tax), gains/losses on revaluation of investment property relating to associates and the related tax thereon.
13. Net asset value per share
31 March 31 March
2023 2022
EURm EURm
---------------------------------------------------- ------------- -------------
Net asset value
Net asset value for the purpose of assets per share
(assets attributable to the owners of the Company) 1,197.1 1,190.7
Deferred tax liabilities (see note 11) 80.2 75.9
Derivative financial instruments at fair value (1.3) (0.3)
---------------------------------------------------- ------------- -------------
Adjusted net asset value attributable to the owners
of the Company 1,276.0 1,266.3
---------------------------------------------------- ------------- -------------
Number of shares
Number of ordinary shares for the purpose of net
asset value per share and adjusted net asset value
per share 1,168,371,222 1,166,880,684
Number of ordinary shares for the purpose of EPRA
NTA per share 1,182,849,869 1,182,159,303
Net asset value per share 102.46c 102.04c
Adjusted net asset value per share 109.21c 108.51c
EPRA NTA per share 108.11c 107.28c
---------------------------------------------------- ------------- -------------
EPRA NRV EPRA NTA EPRA NDV
31 March 2023 EURm EURm EURm
------------------------------------------- -------- -------- --------
Net asset value as at year end (basic) 1,197.1 1,197.1 1,197.1
------------------------------------------- -------- -------- --------
Diluted EPRA net asset value at fair value 1,197.1 1,197.1 1,197.1
------------------------------------------- -------- -------- --------
Group
Derivative financial instruments at fair
value (1.3) (1.3) n/a
Deferred tax in respect of EPRA fair value
movements on investment properties 80.2 80.1 (1) n/a
Intangibles as per note 17 n/a (4.1) n/a
Fair value of fixed interest rate debt n/a n/a 99.2
Real estate transfer tax 164.4 n/a n/a
Investment in associate
Deferred tax in respect of EPRA fair value
movements on investment properties 7.0 7.0 (1) n/a
Fair value of fixed interest rate debt n/a n/a 9.9
Real estate transfer tax 9.3 n/a n/a
------------------------------------------- -------- -------- --------
Total EPRA NRV, NTA and NDV 1,456.7 1,278.8 1,306.2
------------------------------------------- -------- -------- --------
EPRA NRV, NTA and NDV per share 123.15c 108.11c 110.43c
------------------------------------------- -------- -------- --------
EPRA NRV EPRA NTA EPRA NDV
31 March 2022 EURm EURm EURm
------------------------------------------- -------- -------- --------
Net asset value as at year end (basic) 1,190.7 1,190.7 1,190.7
------------------------------------------- -------- -------- --------
Diluted EPRA net asset value at fair value 1,190.7 1,190.7 1,190.7
------------------------------------------- -------- -------- --------
Group
Derivative financial instruments at fair
value (0.3) (0.3) n/a
Deferred tax in respect of EPRA fair value
movements on investment properties 75.9 75.6 (1) n/a
Intangibles as per note 17 n/a (4.3) n/a
Fair value of fixed interest rate debt n/a n/a (22.2)
Real estate transfer tax 160.7 n/a n/a
Investment in associate
Deferred tax in respect of EPRA fair value
movements on investment properties 6.5 6.5(1) n/a
Fair value of fixed interest rate debt n/a n/a 2.1
Real estate transfer tax 9.1 n/a n/a
------------------------------------------- -------- -------- --------
Total EPRA NRV, NTA and NDV 1,442.6 1,268.2 1,170.6
------------------------------------------- -------- -------- --------
EPRA NRV, NTA and NDV per share 122.03c 107.28c 99.02c
------------------------------------------- -------- -------- --------
(1) The Group intends to hold and does not intend in the long term to sell any of the investment properties and has excluded such deferred taxes for the whole portfolio as at year end except for deferred tax in relation to assets held for sale.
For more information on adjusted net asset value and EPRA NRV, NTA and NDV, refer to Annex 1.
The number of ordinary shares for the purpose of EPRA NRV, NTA and NDV per share is calculated as follows:
31 March 31 March
2023 2022
---------------------------------------------------- ------------- -------------
Number of ordinary shares for the purpose of net
asset value per share and adjusted net asset value
per share 1,168,371,222 1,166,880,684
Effect of grant of LTIP & SIP shares 14,478,647 15,278,619
---------------------------------------------------- ------------- -------------
Number of ordinary shares for the purpose of EPRA
NRV, NTA and NDV per share 1,182,849,869 1,182,159,303
---------------------------------------------------- ------------- -------------
The number of shares has been reduced by 7,492,763 own shares held (2022: 5,280,308 shares), which are held by an Employee Benefit Trust on behalf of the Group.
14. Investment properties
The movement in the book value of investment properties is as follows:
31 March 31 March
2023 2022
EURm EURm
----------------------------------------------------- -------- --------
Total investment properties at book value as at the
beginning of the year 2,100.0 1,362.2
Acquisition of a subsidiary (see note 4)(1) - 421.1
Additions - owned investment properties 44.7 162.8
Additions - leased investment properties 1.4 3.4
Capital expenditure and broker fees 29.9 22.5
Disposals (17.1) (1.8)
Reclassified as investment properties held for sale
(see note 15) (8.8) (13.7)
(Loss)/gain on revaluation above capex and broker
fees (7.7) 147.0
Adjustment in respect of lease incentives (0.6) (0.5)
Deficit on revaluation relating to leased investment
properties (1.5) (5.6)
Foreign exchange differences (17.3) 2.6
----------------------------------------------------- -------- --------
Total investment properties at book value as at
year end (2) 2,123.0 2,100.0
----------------------------------------------------- -------- --------
(1) An amount of EUR12.2m relate to leased investment properties.
(2) Excluding assets held for sale.
The reconciliation of the valuation carried out by the external valuer to the carrying values shown in the consolidated statement of financial position is as follows:
31 March 31 March
2023 2022
EURm EURm
--------------------------------------------------------- -------- --------
Owned investment properties at market value per valuer's
report(1) 2,103.1 2,079.1
Adjustment in respect of lease incentives (4.6) (4.2)
Leased investment property market value 24.5 25.1
--------------------------------------------------------- -------- --------
Total investment properties at book value as at
year end (1) 2,123.0 2,100.0
--------------------------------------------------------- -------- --------
(1) Excluding assets held for sale.
The fair value (market value) of the Group's owned investment properties as at year end has been arrived at on the basis of a valuation carried out at that date by Cushman & Wakefield LLP (2022: Cushman & Wakefield LLP), an independent valuer accredited by the Royal Institute of Chartered Surveyors' ("RICS"). The fee arrangement with Cushman & Wakefield LLP for the valuation of the Group's properties is fixed, subject to an adjustment for acquisitions and disposals.
The value of each of the properties has been assessed in accordance with the RICS valuation standards on the basis of market value. The methodology and assumptions used to determine the fair values of the properties are consistent with the previous year.
The weighted average lease expiry remaining across the owned portfolio in Germany as at year end was 2.8 years (2022: 2.9 years). The weighted average lease expiry remaining across the owned portfolio in the UK as at year end was 1.01 years (2022: 0.9 years). Licence agreements in the UK are rolling and are included in the valuation.
The fair value (market value) of the Group's leased investment properties as at year end has been arrived at on the basis of a valuation carried out by management using discounted cash flows similar to the approach of Cushman & Wakefield LLP. A sensitivity analysis is not provided on the lease investment properties as the balance is not considered material to the financial statements.
The reconciliation of loss or gain on revaluation above capex as per the consolidated income statement is as follows:
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
----------------------------------------------------- ---------- ----------
(Loss)/gain on revaluation above capex and broker
fees (7.7) 147.0
Adjustment in respect of lease incentives (0.6) (0.5)
Deficit on revaluation relating to leased investment
properties (1.5) (5.6)
----------------------------------------------------- ---------- ----------
(Loss)/gain on revaluation of investment properties
reported in the income statement (9.8) 140.9
----------------------------------------------------- ---------- ----------
Included in the loss or gain on revaluation of investment properties reported in the income statement (excluding the revaluation effects in respect of leased investment properties) are gross gains of EUR39.2m and gross losses of EUR49.0m (2022: gross gains of EUR160.4m and gross losses of EUR19.5m).
Other than the capital commitments disclosed in note 32, the Group is under no contractual obligation to purchase, construct or develop any investment property. The Group is responsible for routine maintenance of the investment properties.
All investment properties are categorised as Level 3 fair values as they use significant unobservable inputs. There have not been any transfers between levels during the year. Investment properties have been classed according to their asset type. Information on these significant unobservable inputs per class of investment property is disclosed below (excluding leased investment properties).
The valuation for owned investment properties is (including assets classified as held for sale) performed on a lease-by-lease basis due to the mixed-use nature of the sites using the discounted cash flow technique for the German portfolio and on a capitalised income basis (where income is capitalised by an appropriate yield which reflects the age, location, ownership, customer base and agreement type) for the UK portfolio. This gives rise to large ranges in the inputs.
Current Market
rental rental Gross
rate rate initial Net initial Discount
per sqm per sqm Occupancy yield yield factor Void period
EUR EUR % % % % months
------- ------------ ------------ ----------- --------- ----------- ---------- -----------
Market
31 March value
2023 EURm Low High Low High Low High Low High Low High Low High Low High
------------ ------- ----- ----- ----- ----- ---- ----- --- ---- --- ------ ---- ---- --- ------
Traditional
business
parks
Mature 362.0 2.88 8.58 2.67 7.80 64.7 100.0 4.7 9.9 3.7 7.6 4.1 5.8 6 15
Value add 607.6 2.25 6.64 3.58 8.46 26.9 97.4 2.9 9.8 0.8 7.5 4.5 7.1 9 18
------------ ------- ----- ----- ----- ----- ---- ----- --- ---- --- ------ ---- ---- --- ------
Total
traditional
business
parks 969.6 2.25 8.58 2.67 8.46 26.9 100.0 2.9 9.9 0.8 7.6 4.1 7.1 6 18
------------ ------- ----- ----- ----- ----- ---- ----- --- ---- --- ------ ---- ---- --- ------
Modern
business
parks
Mature 200.4 5.38 8.64 3.93 8.15 94.3 100.0 3.6 10.5 2.4 9.3 4.1 5.4 6 15
Value add 250.1 2.92 9.76 3.91 10.35 54.5 92.8 5.5 9.4 3.8 7.4 4.8 7.3 9 24
------------ ------- ----- ----- ----- ----- ---- ----- --- ---- --- ------ ---- ---- --- ------
Total modern
business
parks 450.5 2.92 9.76 3.91 10.35 54.5 100.0 3.6 10.5 2.4 9.3 4.1 7.3 6 24
------------ ------- ----- ----- ----- ----- ---- ----- --- ---- --- ------ ---- ---- --- ------
Office
Mature 37.5 14.34 14.34 10.78 10.78 92.6 92.6 8.7 8.7 7.3 7.3 4.9 4.9 9 9
Value add 236.4 4.05 10.27 6.42 12.19 49.7 87.5 4.4 9.3 2.4 6.8 5.0 6.9 9 18
------------ ------- ----- ----- ----- ----- ---- ----- --- ---- --- ------ ---- ---- --- ------
Total office 273.9 4.05 14.34 6.42 12.19 49.7 92.6 4.4 9.3 2.4 7.3 4.9 6.9 9 18
------------ ------- ----- ----- ----- ----- ---- ----- --- ---- --- ------ ---- ---- --- ------
Total
Germany 1,694.0 2.25 14.34 2.67 12.19 26.9 100.0 2.9 10.5 0.8 9.3 4.1 7.3 6 24
------------ ------- ----- ----- ----- ----- ---- ----- --- ---- --- ------ ---- ---- --- ------
Current Market rental
rental rate rate Net initial
per sqm per sqm Occupancy yield Void period
EUR EUR % % months
------ -------------- --------------- ----------- ------------- -------------
Market
31 March value
2023 EURm Low High Low High Low High Low High Low High
----------------- ------ ------ ------ ------ ------- ---- ----- ----- ------ ----- ------
Total mixed-use
schemes 102.4 2.09 20.25 5.46 23.58 42.0 93.3 4.0 10.8 4.00 12.00
----------------- ------ ------ ------ ------ ------- ---- ----- ----- ------ ----- ------
Total office 143.7 5.42 33.89 7.94 24.68 50.5 100.0 4.9 23.2 4.00 12.00
----------------- ------ ------ ------ ------ ------- ---- ----- ----- ------ ----- ------
Total industrial 171.6 2.23 8.19 2.55 12.99 64.1 100.0 3.8 12.4 4.00 12.00
----------------- ------ ------ ------ ------ ------- ---- ----- ----- ------ ----- ------
Total UK 417.7 2.09 33.89 2.55 24.68 42.0 100.0 3.8 23.2 4.00 12.00
----------------- ------ ------ ------ ------ ------- ---- ----- ----- ------ ----- ------
Current Market
rental rental Gross
rate rate initial Net initial Discount
per sqm per sqm Occupancy yield yield factor Void period
EUR EUR % % % % months
------- ------------ ----------- ----------- ---------- -------------- ---------- -----------
Market
31 March value
2022 EURm Low High Low High Low High Low High Low High Low High Low High
------------ ------- ----- ----- ---- ----- ---- ----- ---- ---- -------- ---- ---- ---- --- ------
Traditional
business
parks
Mature 329.1 2.67 8.32 2.65 7.42 91.5 100.0 4.5 8.5 3.7 6.7 3.6 5.4 6 12
Value add 625.5 -(1) 8.16 3.49 8.46 -(1) 97.3 -(1) 9.0 (3.7)(1) 6.8 3.9 7.1 9 18
------------ ------- ----- ----- ---- ----- ---- ----- ---- ---- -------- ---- ---- ---- --- ------
Total
traditional
business
parks 954.6 -(1) 8.32 2.65 8.46 -(1) 100.0 -(1) 9.0 (3.7)(1) 6.8 3.6 7.1 6 18
------------ ------- ----- ----- ---- ----- ---- ----- ---- ---- -------- ---- ---- ---- --- ------
Modern
business
parks
Mature 195.8 5.03 8.13 3.74 7.68 91.8 100.0 5.0 9.8 4.1 8.4 3.6 5.0 6 15
Value add 213.1 2.86 10.28 3.76 10.15 74.9 97.8 2.9 9.4 1.6 6.6 4.4 7.3 9 24
------------ ------- ----- ----- ---- ----- ---- ----- ---- ---- -------- ---- ---- ---- --- ------
Total modern
business
parks 408.9 2.86 10.28 3.74 10.15 74.9 100.0 2.9 9.8 1.6 8.4 3.6 7.3 6 24
------------ ------- ----- ----- ---- ----- ---- ----- ---- ---- -------- ---- ---- ---- --- ------
Office
Mature 10.2 10.07 10.07 9.38 9.38 87.1 87.1 6.4 6.4 5.2 5.2 4.5 4.5 9 9
Value add 266.9 2.03 11.78 6.15 12.18 40.0 92.0 2.0 9.5 -(1) 7.2 4.6 6.6 9 18
------------ ------- ----- ----- ---- ----- ---- ----- ---- ---- -------- ---- ---- ---- --- ------
Total office 277.1 2.03 11.78 6.15 12.18 40.0 92.0 2.0 9.5 -(1) 7.2 4.5 6.6 9 18
------------ ------- ----- ----- ---- ----- ---- ----- ---- ---- -------- ---- ---- ---- --- ------
Total
Germany 1,640.6 -(1) 11.78 2.65 12.18 -(1) 100.0 -(1) 9.8 (3.7)(1) 8.4 3.6 7.3 6 24
------------ ------- ----- ----- ---- ----- ---- ----- ---- ---- -------- ---- ---- ---- --- ------
Current Market rental
rental rate rate Net initial
per sqm per sqm Occupancy yield Void period
EUR EUR % % months
------ -------------- --------------- ----------- ------------- -------------
Market
value
31 March 2022 EURm Low High Low High Low High Low High Low High
----------------- ------ ------ ------ ------ ------- ---- ----- ------ ----- ----- ------
Total mixed-use
schemes 123.3 1.71 26.49 5.78 23.59 48.6 96.8 3.0 10.0 4 12
----------------- ------ ------ ------ ------ ------- ---- ----- ------ ----- ----- ------
Total office 153.1 -(1) 25.38 5.83 26.50 -(1) 100.0 -(1) 10.0 4 12
----------------- ------ ------ ------ ------ ------- ---- ----- ------ ----- ----- ------
Total industrial 175.4 1.04 10.94 2.39 11.24 65.1 100.0 3.0 10.0 4 12
----------------- ------ ------ ------ ------ ------- ---- ----- ------ ----- ----- ------
Total UK 451.8 -(1) 26.49 2.39 26.50 -(1) 100.0 -(1) 10.0 4 12
----------------- ------ ------ ------ ------ ------- ---- ----- ------ ----- ----- ------
(1) The Group acquired vacant investment properties during the year ended 31 March 2022. As a result, the lower range for rental rates, occupancy and yields is 0 or lower.
As a result of the level of judgement and estimates used in arriving at the market valuations, the amounts which may ultimately be realised in respect of any given property may differ from valuations shown in the statement of financial position. Key inputs are considered to be inter-related whereby changes in one key input can result in changes in other key inputs. The impact of changes in relation to the key inputs is also shown in the table below:
Change of 5% Change of 0.25% Change of 0.5% Change of 0.5%
in market rental in discount in gross initial in net initial
rates rates yield yield
EURm EURm EURm EURm
------- ------------------- ------------------ ------------------- ------------------
Market
31 March value
2023 EURm Increase Decrease Increase Decrease Increase Decrease Increase Decrease
------------------ ------- --------- -------- -------- -------- --------- -------- -------- --------
Total traditional
business
parks 969.6 48.9 (49.2) (19.3) 19.1 (73.1) 86.8 (106.6) 109.0
Total modern
business
parks 450.5 22.0 (21.7) (8.5) 9.3 (32.2) 37.9 (41.5) 47.4
Total office 273.9 14.0 (14.1) (5.6) 5.6 (20.8) 24.8 (28.3) 36.8
------------------ ------- --------- -------- -------- -------- --------- -------- -------- --------
Market value
Germany 1,694.0 84.9 (85.0) (33.4) 34.0 (126.1) 149.5 (176.4) 193.2
------------------ ------- --------- -------- -------- -------- --------- -------- -------- --------
Change of 5% Change of 0.5%
in market rental in net initial
rates yield
EURm EURm
------ ------------------- ------------------
Market
value
31 March 2023 EURm Increase Decrease Increase Decrease
------------------------ ------ --------- -------- -------- --------
Total mixed-use schemes 102.4 (6.2) 7.5 3.8 (3.6)
Total office 143.7 (6.8) 7.8 4.7 (4.5)
Total industrial 171.6 (10.8) 12.7 7.0 (6.6)
------------------------ ------ --------- -------- -------- --------
Market value UK 417.7 (23.8) 28.0 15.4 (14.8)
------------------------ ------ --------- -------- -------- --------
Change of 5% Change of 0.25% Change of 0.5% Change of 0.5%
in market rental in discount in gross initial in net initial
rates rates yield yield
EURm EURm EURm EURm
------- ------------------- ------------------ ------------------- ------------------
Market
31 March value
2022 EURm Increase Decrease Increase Decrease Increase Decrease Increase Decrease
------------------ ------- --------- -------- -------- -------- --------- -------- -------- --------
Total traditional
business
parks 954.6 48.5 (48.4) (19.6) 20.1 (84.2) 82.2 (98.0) 126.3
Total modern
business
parks 408.9 19.2 (19.4) (8.6) 8.4 (30.9) 36.8 (38.1) 48.1
Total office 277.1 14.5 (14.3) (5.8) 5.8 (23.0) 28.5 (37.9) 27.8
------------------ ------- --------- -------- -------- -------- --------- -------- -------- --------
Market value
Germany 1,640.6 82.2 (82.1) (34.0) 34.3 (138.1) 147.5 (174.0) 202.2
------------------ ------- --------- -------- -------- -------- --------- -------- -------- --------
Change of 5% Change of 0.5%
in market rental in net initial
rates yield
EURm EURm
------ ------------------- ------------------
Market
value
31 March 2022 EURm Increase Decrease Increase Decrease
------------------------ ------ --------- -------- -------- --------
Total mixed-use schemes 123.3 4.0 (4.4) (4.5) 4.4
Total office 153.1 5.8 (5.4) (4.3) 5.1
Total industrial 175.4 7.1 (6.3) (5.8) 6.8
------------------------ ------ --------- -------- -------- --------
Market value UK 451.8 16.9 (16.1) (14.6) 16.3
------------------------ ------ --------- -------- -------- --------
15. Assets held for sale
Investment properties held for sale
31 March 31 March
2023 2022
EURm EURm
----------------------- -------- --------
Magdeburg - 13.8
Wuppertal 8.8 -
----------------------- -------- --------
Balance as at year end 8.8 13.8
----------------------- -------- --------
The disclosures regarding valuation in note 14 are also applicable to assets held for sale.
As at 31 March 2023, an amount of EUR8.8m relating to the sale of the Wuppertal asset was received prior to the completion date of 1 April 2023 and was included in the cash at bank per note 22. As at 31 March 2022, an amount of EUR13.8m relating to the sale of the Magdeburg asset was received prior to the completion date of 1 April 2022 and was included in the cash at bank per note 22.
As a result, an equal and opposite position within other payables was recognised. See note 23 for further details.
16. Plant and equipment
Plant and Fixtures
equipment and fittings Total
EURm EURm EURm
----------------------------------------- ---------- ------------- -----
Cost
As at 31 March 2022 2.7 8.4 11.1
Additions in year 0.8 3.3 4.1
Disposals in year (0.8) (1.4) (2.2)
Foreign exchange differences - (0.2) (0.2)
----------------------------------------- ---------- ------------- -----
As at 31 March 2023 2.7 10.1 12.8
----------------------------------------- ---------- ------------- -----
Depreciation
As at 31 March 2022 (1.1) (4.5) (5.6)
Charge for year (0.6) (1.5) (2.1)
Disposals in year 0.8 1.3 2.1
Foreign exchange differences (0.1) 0.1 -
----------------------------------------- ---------- ------------- -----
As at 31 March 2023 (1.0) (4.6) (5.6)
----------------------------------------- ---------- ------------- -----
Net book value as at 31 March 2023 1.7 5.5 7.2
----------------------------------------- ---------- ------------- -----
Cost
As at 31 March 2021 1.0 6.1 7.1
Acquisition of a subsidiary (see note 4) 0.8 1.8 2.6
Additions in year 0.9 0.5 1.4
Disposals in year - - -
Foreign exchange differences - - - ----------------------------------------- ---------- ------------- ----- As at 31 March 2022 2.7 8.4 11.1 ----------------------------------------- ---------- ------------- ----- Depreciation As at 31 March 2021 (0.7) (3.7) (4.4) Charge for year (0.4) (0.8) (1.2) Disposals in year - - - Foreign exchange differences - - - ----------------------------------------- ---------- ------------- ----- As at 31 March 2022 (1.1) (4.5) (5.6) ----------------------------------------- ---------- ------------- ----- Net book value as at 31 March 2022 1.6 3.9 5.5 ----------------------------------------- ---------- ------------- -----
17. Intangible assets
Software and
licences with
definite useful life Goodwill Total
EURm EURm EURm
----------------------------------------- --------------------- -------- ------
Cost
As at 31 March 2022 10.5 40.9 51.4
Additions in year 1.1 - 1.1
Disposals in year - - -
Foreign exchange differences - - -
----------------------------------------- --------------------- -------- ------
As at 31 March 2023 11.6 40.9 52.5
----------------------------------------- --------------------- -------- ------
Amortisation
As at 31 March 2022 (6.2) (40.9) (47.1)
Charge for year (1.3) - (1.3)
Disposals in year - - -
Foreign exchange differences - - -
----------------------------------------- --------------------- -------- ------
As at 31 March 2023 (7.5) (40.9) (48.4)
----------------------------------------- --------------------- -------- ------
Net book value as at 31 March 2023(1) 4.1 - 4.1
----------------------------------------- --------------------- -------- ------
Cost
As at 31 March 2021 7.9 3.7 11.6
Acquisition of a subsidiary (see note 4) 0.5 37.2 37.7
Additions in year 2.1 - 2.1
Disposals in year - - -
Foreign exchange differences - - -
----------------------------------------- --------------------- -------- ------
As at 31 March 2022 10.5 40.9 51.4
----------------------------------------- --------------------- -------- ------
Amortisation
As at 31 March 2021 (5.0) - (5.0)
Charge for year (1.2) - (1.2)
Disposals in year - - -
Impairment - (40.9) (40.9)
Foreign exchange differences - - -
----------------------------------------- --------------------- -------- ------
As at 31 March 2022 (6.2) (40.9) (47.1)
----------------------------------------- --------------------- -------- ------
Net book value as at 31 March 2022(1) 4.3 - 4.3
----------------------------------------- --------------------- -------- ------
(1) Included in the net book value is an amount of EUR1.1m relating to intangible assets under development not yet amortised (2022: EUR2.4m). All these development projects are expected to finalise in the next financial year.
Internalisation of Asset Management Agreement
On 30 January 2012, a transaction was completed to internalise the Asset Management Agreement and, as a result of the consideration given exceeding the net assets acquired, goodwill of EUR3.7m was recognised. The goodwill was allocated to the cash-generating units comprising the Germany segment.
In the year ended 31 March 2022 indicators of impairment relating to the goodwill balance were noted as the Group has determined that the identified cash flows could no longer be distinguished from those included in other assets held by the cash-generating units in the Germany segment. This resulted in the entirety of the balance being impaired and a consequent impairment loss of EUR3.7m being recognised. Goodwill which has been impaired may not be reversed in future periods.
Helix Investment Limited
On 15 November 2021, the business combination described in note 4 resulted in the recognition of goodwill due to the consideration given exceeding the net assets required by EUR37.2m. The goodwill balance was allocated to the cash-generating units comprising the UK segment and an impairment test was performed at 31 March 2022 to determine whether the recoverable amount of the cash-generating units exceeds the carrying value. The key assumptions regarding value in use were three year cash flow forecasts as prepared by management of the group of cash-generating units and the discount rate applied. Cash flows beyond three years are extrapolated using an inflation figure of 2%. The discount rate used is a pre-tax rate and reflects the risks specific to the real estate industry in the UK. A discount rate of 7.13% and terminal value of 5.13% were applied in the impairment review.
In the period between acquisition and the prior year ended 31 March 2022, the properties held by the BizSpace Group and the rent roll of the UK segment increased in value significantly. The Group considered these factors along with the value in use calculation in assessing whether the goodwill was recoverable and concluded that it was not. Whilst the Group's longer-term plans for the business and the potential synergies with the broader Group are at an early stage, based on the impairment review conducted the Group concluded that there was not sufficient evidence to support the goodwill balance over and above the cash flows already included in the assessment of the fair value of investment properties and other assets held by the Group. As a result, an impairment loss of EUR37.2m was recognised for the year ended 31 March 2022. Goodwill which has been impaired may not be reversed in future periods.
18. Right of use assets and lease liabilities
Set out below are the carrying amounts of right of use assets (excluding those disclosed under investment properties) recognised and the movements during the year:
Office Total
EURm EURm
----------------------- ------ -----
As at 31 March 2021 1.9 1.9
Additions 15.0 15.0
Depreciation expense (0.8) (0.8)
Lease modifications(1) (1.1) (1.1)
----------------------- ------ -----
As at 31 March 2022 15.0 15.0
----------------------- ------ -----
Additions 1.5 1.5
Depreciation expense (2.1) (2.1)
----------------------- ------ -----
As at 31 March 2023 14.4 14.4
----------------------- ------ -----
(1) Lease modifications relate to the early termination of the head office lease.
In addition to office spaces the Group is also counterparty to long-term leasehold agreements and head leases relating to commercial property. Right of use assets amounting to EUR24.5m (2022: EUR25.1m) are classified as investment properties, of which EUR2.8m (2022: EUR4.0m) relate to commercial property.
Set out below are the carrying amounts of lease liabilities and the movements during the year:
31 March 31 March
2023 2022
EURm EURm
--------------------------------------------- -------- --------
Balance as at the beginning of the year (38.7) (15.0)
Acquisition of a subsidiary (see note 4) - (12.2)
Accretion of interest (1.1) (0.5)
Additions (2.8) (18.4)
Lease modifications(1) - 1.1
Payments 2.3 6.4
Foreign exchange differences 0.7 (0.1)
--------------------------------------------- -------- --------
Balance as at year end (39.6) (38.7)
--------------------------------------------- -------- --------
Current lease liabilities as at year end (2.2) (1.1)
--------------------------------------------- -------- --------
Non-current lease liabilities as at year end (37.4) (37.6)
--------------------------------------------- -------- --------
(1) Lease modifications relate to the early termination of the head office lease.
The following table sets out the carrying amount, by maturity, of the Group's lease liabilities:
Within
1 year 1-5 years 5+ years Total
31 March 2023 EURm EURm EURm EURm
----------------------- ------- --------- -------- ------
Commercial property(1) (0.2) (1.0) (0.3) (1.5)
Long-term leasehold(1) (0.2) (1.0) (20.4) (21.6)
Office space (1.8) (7.5) (7.2) (16.5)
----------------------- ------- --------- -------- ------
Total (2.2) (9.5) (27.9) (39.6)
----------------------- ------- --------- -------- ------
Within
1 year 1-5 years 5+ years Total
31 March 2022 EURm EURm EURm EURm
----------------------- ------- --------- -------- ------
Commercial property(1) (0.7) (0.9) (0.5) (2.1)
Long-term leasehold(1) (0.2) (1.0) (19.9) (21.1)
Office space (0.2) (6.3) (9.0) (15.5)
----------------------- ------- --------- -------- ------
Total (1.1) (8.2) (29.4) (38.7)
----------------------- ------- --------- -------- ------
(1) These lease liabilities relate to right of use assets recorded as investment properties.
Maturity analysis of lease liabilities using contractual undiscounted payments is disclosed in note 25.
The overall weighted average discount rate used for the year is 2.7% (2022: 2.3%).
During the year expenses paid for leases of low-value assets and short-term leases which are recognised straight-line over the lease term (included in the administrative expenses) amounted to EUR0.6m (2022: EUR0.5m).
In addition to leases of low-value assets and payments resulting from short-term leases that are included in the cash flow from operating activities, interest payments and repayments of lease liabilities totalling EUR2.3m (2022: EUR6.4m) were incurred for the year and are included in the cash flow from financing activities.
19. Other non-current financial assets
31 March 31 March
2023 2022
EURm EURm
----------------------- -------- --------
Deposits 4.1 4.1
Loans to associates 44.3 44.2
----------------------- -------- --------
Balance as at year end 48.4 48.3
----------------------- -------- --------
Loans to associates relate to shareholder loans granted to associates by the Group. The loans terminate on 31 December 2026 and are charged at a fixed interest rate. The expected credit loss has been considered based on multiple factors such as history of repayments, forward-looking budgets and forecasts. Based on the assessment the expected credit loss was immaterial.
20. Investment in associates
The principal activity of the associates is the investment in, and development of, commercial property located in Germany and to provide conventional and flexible workspace. Since the associates are individually immaterial the Group is disclosing aggregated information of the associates.
The following table illustrates the summarised financial information of the Group's investment in associates:
31 March 31 March
2023 2022
EURm EURm
-------------------------------- -------- --------
Current assets 28.4 20.0
Non-current assets 354.7 349.8
Current liabilities (15.6) (10.4)
Non-current liabilities (296.1) (294.1)
-------------------------------- -------- --------
Equity 71.4 65.3
Unrecognised accumulated losses 4.9 3.7
-------------------------------- -------- --------
Subtotal 76.3 69.0
-------------------------------- -------- --------
Group's share in equity - 35% 26.7 24.1
-------------------------------- -------- --------
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
---------------------------------------------------- ---------- ----------
Net operating income 21.1 19.9
(Loss)/gain on revaluation of investment properties (0.7) 18.9
Administrative expense (3.7) (3.0)
---------------------------------------------------- ---------- ----------
Operating profit 16.7 35.8
Net finance costs (8.8) (9.8)
---------------------------------------------------- ---------- ----------
Profit before tax 7.9 26.0
Taxation (1.9) (4.2)
Unrecognised loss/(profit) 1.3 (2.0)
---------------------------------------------------- ---------- ----------
Total profit and comprehensive income for the year
after tax 7.3 19.8
---------------------------------------------------- ---------- ----------
Group's share of profit for the year - 35% 2.6 6.9
---------------------------------------------------- ---------- ----------
Included within the non-current liabilities are shareholder loans amounting to EUR126.8m (2022: EUR126.5m). As at year end no contingent liabilities existed (2022: none). The associates had contracted capital expenditure for development and enhancements of EUR3.4m as at year end (2022: EUR2.0m).
The following table illustrates the movement in investment in associates:
31 March 31 March
2023 2022
EURm EURm
---------------------------------------- -------- --------
Balance as at the beginning of the year 24.1 17.2
Dividend received - -
Share of profit 2.6 6.9
---------------------------------------- -------- --------
Balance as at year end 26.7 24.1
---------------------------------------- -------- --------
21. Trade and other receivables
31 March 31 March
2023 2022
EURm EURm
--------------------------------------------- -------- --------
Gross trade receivables 22.4 18.8
Expected credit loss provision (see note 25) (8.7) (7.7)
---------------------------------------------- -------- --------
Net trade receivables 13.7 11.1
Other receivables 14.1 8.9
Prepayments 2.7 4.6
---------------------------------------------- -------- --------
Balance as at year end 30.5 24.6
---------------------------------------------- -------- --------
Other receivables include lease incentives of EUR4.6m (2022: EUR4.0m) and accrued service charge income of EURnil (2022: EUR1.0m).
For the year ended 31 March 2022, prepayments included costs of EUR1.9m relating to the acquisition of a new site in Düsseldorf that was notarised before 31 March 2022.
22. Cash and cash equivalents
31 March 31 March
2023 2022
EURm EURm
----------------------------------------- -------- --------
Cash at bank 99.2 127.4
Cash restricted under contractual terms:
Deposit for bank guarantees 1.3 1.4
Deposits received from tenants 23.8 22.2
----------------------------------------- -------- --------
Balance as at year end 124.3 151.0
----------------------------------------- -------- --------
Cash at bank earns interest at floating rates based on daily bank deposit rates. The fair value of cash as at year end is EUR124.3m (2022: EUR151.0m).
Tenants' deposits are legal securities of tenants retained by the Group without the right to use these cash deposits for purposes other than strictly tenant related transactions (e.g. move-out costs, costs due to non-compliance with certain terms of the lease agreement or late rent/service charge payments).
Cash is held by reputable banks and the Group assessed the expected credit loss to be immaterial.
23. Trade and other payables
31 March 31 March
2023 2022
EURm EURm
---------------------------------- -------- --------
Trade payables 12.0 6.5
Accrued expenses 31.9 25.1
Interest and amortisation payable 5.6 5.6
Tenant deposits 23.8 22.2
Unearned revenue 10.6 7.9
Other payables 17.6 22.0
---------------------------------- -------- --------
Balance as at year end 101.5 89.3
---------------------------------- -------- --------
Accrued expenses include primarily costs totalling EUR16.4m (2022: EUR11.0 m) relating to service charge costs, bonuses of EUR4.5m (2022: EUR5.7m), costs relating to non-recurring project costs of EUR2.8m (2022: EUR2.5m) and administrative expenses of EUR2.4m (2022: EUR2.0m) that have not been invoiced to the Group.
Included within other payables are credit balances due to tenants in relation to over collections of service charge in amount of EUR3.6m (2022: EUR2.6m). As of 31 March 2023, other payables included EUR8.8m of proceeds relating to the sale of the Wuppertal asset that is categorised as an asset held for sale at 31 March 2023 in advance of the completion date of 1 April 2023. As at 31 March 2022, other payables included EUR13.8m of proceeds relating to the sale of the Magdeburg asset that is categorised as an asset held for sale at 31 March 2022 in advance of the completion date of 1 April 2022. See note 15 for details of assets held for sale. Unearned revenue includes service charge amounts of EUR3.1m (2022: EUR1.2m). Service charge income is only recognised as income when the performance obligations are met. All unearned revenue of the prior year was recognised as revenue in the current year.
24. Interest-bearing loans and borrowings
Interest 31 March 31 March
rate Loan maturity 2023 2022
% date EURm EURm
-------------------------------- ---------- ---------------- -------- --------
Current
Berlin Hyp AG
- fixed rate facility 1.48 31 October 2023 58.2 1.9
- fixed rate facility 0.90 31 October 2023 110.4 1.5
Saarbrücken Sparkasse
- fixed rate facility 1.53 28 February 2025 0.7 0.8
Deutsche Pfandbriefbank AG
- hedged floating rate facility Hedged (1) 31 December 2023 51.1 1.1
Floating
- floating rate facility (1) 31 December 2023 6.2 0.1
Schuldschein
Floating
- floating rate facility (2) 5 December 2022 - 5.0
Floating
- floating rate facility (2) 6 January 2023 - 10.0
- fixed rate facility 1.60 3 July 2023 20.0 -
Capitalised finance charges
on all loans (2.9) (0.8)
-------------------------------- ---------- ---------------- -------- --------
243.7 19.6
-------------------------------- ---------- ---------------- -------- --------
Non-current
Berlin Hyp AG
- fixed rate facility 1.48 31 October 2023 - 58.2
- fixed rate facility 0.90 31 October 2023 - 110.4
Saarbrücken Sparkasse
- fixed rate facility 1.53 28 February 2025 13.5 14.3
Deutsche Pfandbriefbank AG
- hedged floating rate facility Hedged (1) 31 December 2023 - 51.1
Floating
- floating rate facility (1) 31 December 2023 - 6.2
Schuldschein
Floating
- floating rate facility (2) 6 January 2025 5.0 5.0
- fixed rate facility 1.70 3 March 2025 10.0 10.0
- fixed rate facility 1.60 3 July 2023 - 20.0
Corporate bond I
- fixed rate 1.125 22 June 2026 400.0 400.0
Corporate bond II
- fixed rate 1.75 24 November 2028 300.0 300.0
Capitalised finance charges
on all loans (7.8) (13.3)
-------------------------------- ---------- ---------------- -------- --------
720.7 961.9
-------------------------------- ---------- ---------------- -------- --------
Total 964.4 981.5
-------------------------------- ---------- ---------------- -------- --------
(1) Tranche 1 of this facility is fully hedged with a swap charged at a rate of 1.40%; tranche 2 of this facility is fully hedged with a swap charged at a rate of 1.25%; and EUR19.1m of tranche 3 of this facility is fully hedged with a swap charged at a rate of 0.91%. A EUR6.5m extension and the tranche 3 related EUR0.5m arrangement fee are charged with a floating rate of 1.20% over three-month EURIBOR (not less than 0%). The Group has not adopted any hedge accounting.
(2) This unsecured facility has a floating rate of 1.70% over six month EURIBOR (not less than 0%).
The borrowings (excluding capitalised loan issue cost) are repayable as follows:
31 March 31 March
2023 2022
EURm EURm
-------------------------------------- -------- --------
On demand or within one year 246.6 20.4
In the second year 28.5 246.7
In the third to tenth years inclusive 700.0 728.5
-------------------------------------- -------- --------
Total 975.1 995.6
-------------------------------------- -------- --------
The Group has pledged 15 (2022: 15) investment properties to secure several separate interest-bearing debt facilities granted to the Group. The 15 (2022: 15) properties had a combined valuation of EUR510.7m as at year end (2022: EUR504.7m).
Berlin Hyp AG
On 20 October 2016, the Group concluded an agreement with Berlin Hyp AG to refinance and extend a facility which had an outstanding balance of EUR39.2m on 30 September 2016. The facility totals EUR70.0m and was scheduled to terminate on 29 October 2023. Amortisation was 2.50% per annum with the remainder due at maturity. The facility was charged with an all-in fixed interest rate of 1.48% for the full term of the loan. The facility was secured over six property assets. The loan was subject to various covenants with which the Group had complied. On 13 September 2019, the facility was incorporated into the agreement as detailed below. As a result, the maturity date of the loan was extended to 31 October 2023 with all other conditions remaining unchanged.
On 13 September 2019, the Group agreed to a facility agreement with Berlin Hyp AG for EUR115.4m. The loan terminates on 31 October 2023. Amortisation is 1.25% per annum with the remainder due in the fourth year. The loan facility is charged at a fixed interest rate of 0.90%. This facility is secured over nine property assets. The facility is subject to various covenants with which the Group has complied.
On 31 August 2022, the Group concluded an agreement with Berlin Hyp AG to refinance the existing facility with a new facility which amounts to EUR170.0m. The new facility is a separate financial instrument to the existing facility and will come into effect on 1 November 2023 with a term of seven years and a fixed interest rate of 4.26%.
Saarbrücken Sparkasse
On 28 March 2018, the Group agreed to a facility agreement with Saarbrücken Sparkasse for EUR18.0m. The loan terminates on 28 February 2025. Amortisation is 4.00% per annum with the remainder due in one instalment on the final maturity date. The facility is charged with an all-in fixed interest rate of 1.53% for the full term of the loan. The facility is secured over one property asset and is subject to various covenants with which the Group has complied. No changes to the terms of the facility have occurred during the twelve month period ended 31 March 2023.
Deutsche Pfandbriefbank AG
On 19 January 2019, the Group agreed to a facility agreement with Deutsche Pfandbriefbank AG for EUR56.0m. Tranche 1, totalling EUR21.6m, has been hedged at a rate of 1.40% until 31 December 2023 by way of an interest rate swap. A first drawdown of tranche 3 totalling EUR0.5m was charged at a fixed interest rate of 1.20%. On 3 April 2019, tranche 2 was drawn down, totalling EUR14.8m, and has been hedged at a rate of 1.25% until 31 December 2023 by way of an interest rate swap. On 28 June 2019, tranche 3 has been drawn down, totalling EUR19.1m. Tranche 3 has been hedged at a rate of 0.91% until 31 December 2023 by way of an interest rate swap. The facility is secured over five property assets and is subject to various covenants with which the Group has complied.
On 19 February 2020, the Group agreed to extend tranche 3 of its existing facility by EUR6.5m. The loan is coterminous with the existing facility maturing in December 2023. The loan has been treated as a new loan and is charged with a floating interest rate of 1.20% plus three month EURIBOR (not less than 0%). Amortisation is 2.00% per annum with the remainder due in one instalment on the final maturity date. No changes to the terms of the facility have occurred during the twelve month period ended 31 March 2023.
Schuldschein
On 2 December 2019, the Group agreed to new loan facilities in the form of unsecured Schuldschein for EUR20.0m. On 25 February 2020, the Group agreed new loan facilities in the form of unsecured Schuldschein for EUR30.0m. In total the unsecured facility amounts to EUR50.0m spread over five tranches and is charged at a blended interest rate of 1.60% and average maturity of 2.6 years with no amortisation. The Schuldschein is subject to various covenants with which the Group has complied. The first and second tranches totalling EUR15.0m were repaid during the twelve month period ended 31 March 2023.
Corporate bond I
On 22 June 2021, the Group raised its inaugural corporate bond for EUR400.0m. The bond, which is listed at the Luxembourg Stock Exchange, has a term of five years and an interest rate of 1.125% due annually on its anniversary date, with the principal balance coming due on 22 June 2026. The corporate bond is subject to various covenants with which the Group has complied. No changes to the terms of the facility have occurred during the twelve month period ended 31 March 2023.
Corporate bond II
On 24 November 2021, the Group issued its second corporate bond for EUR300.0m. The bond, which is listed at the Luxembourg Stock Exchange, has a term of seven years and an interest rate of 1.75% due annually on its anniversary date, with the principal balance coming due on 24 November 2028. The corporate bond is subject to various covenants with which the Group has complied. No changes to the terms of the facility have occurred during the twelve month period ended 31 March 2023.
Group debt covenants
A summary of the Group's debt covenants is set out below:
31 March 31 March
2023 2022
EURm EURm
--------------------------------------------------------- -------- --------
Carrying amount of interest-bearing loans and borrowings 964.4 981.5
Unamortised borrowing costs 10.7 14.1
Book value of owned investment properties(1) 2,107.3 2,088.7
--------------------------------------------------------- -------- --------
Gross loan to value ratio 46.3% 47.7%
--------------------------------------------------------- -------- --------
(1) Includes assets held for sale.
The Group's loans are subject to various covenants, which include interest cover ratio, loan to value, debt service cover, occupancy, etc. as stipulated in the loan agreements.
During the year, the Group did not breach any of its loan covenants, nor did it default on any of its obligations under its loan agreements and the Group has a sufficient level of headroom as at year end.
Refer to note 2(d) where the Group discloses forecast covenant compliance with regard to management's going concern assessment.
EPRA loan to value ("LTV")
Proportionate
consolidation
--------------
Investment
Group in associates Total
31 March 2023 EURm EURm EURm
-------------------------------------- ------- -------------- -------
Interest-bearing loans and borrowings
(1) 264.4 52.1 316.5
Corporate bonds 700.0 - 700.0
Net payables 71.0 4.5 75.5
Cash and cash equivalents (124.3) (8.6) (132.9)
-------------------------------------- ------- -------------- -------
Net debt (a) 911.1 48.0 959.1
-------------------------------------- ------- -------------- -------
Investment properties 2,123.0 124.2 2,247.2
Assets held for sale 8.8 - 8.8
Plant and equipment 7.2 - 7.2
Intangible assets 4.1 - 4.1
Loan to associates 44.3 - 44.3
-------------------------------------- ------- -------------- -------
Total property value (b) 2,187.4 124.2 2,311.6
-------------------------------------- ------- -------------- -------
EPRA LTV (a/b) 41.7% 38.6% 41.5%
-------------------------------------- ------- -------------- -------
Proportionate
consolidation
--------------
Investment
Group in associates Total
31 March 2022 EURm EURm EURm
-------------------------------------- ------- -------------- -------
Interest-bearing loans and borrowings
(1) 281.5 51.9 333.4
Corporate bonds 700.0 - 700.0
Net payables 70.7 3.1 73.8
Cash and cash equivalents (151.0) (6.2) (157.2)
-------------------------------------- ------- -------------- -------
Net debt (a) 901.2 48.8 950.0
-------------------------------------- ------- -------------- -------
Investment properties 2,100.0 122.4 2,222.4
Assets held for sale 13.8 - 13.8
Plant and equipment 5.5 - 5.5
Intangible assets 4.3 - 4.3
Loan to associates 44.2 - 44.2
-------------------------------------- ------- -------------- -------
Total property value (b) 2,167.8 122.4 2,290.2
-------------------------------------- ------- -------------- -------
EPRA LTV (a/b) 41.6% 39.9% 41.5%
-------------------------------------- ------- -------------- -------
(1) Excludes corporate bonds as shown as a separate line.
25. Financial risk management objectives and policies
The Group's principal financial liabilities comprise bank loans, derivative financial instruments and trade payables. The main purpose of these financial instruments is to raise finance for the Group's operations. The Group has various financial assets, such as trade receivables and cash, which arise directly from its operations.
The main risks arising from the Group's financial instruments are credit risk, liquidity risk, market risk, currency risk and interest rate risk.
Credit risk
Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. The risk management policies employed by the Group to manage these risks are discussed below.
In the event of a default by an occupational tenant, the Group will suffer a rental shortfall and incur additional costs, including expenses incurred to try and recover the defaulted amounts and legal expenses in maintaining, insuring and marketing the property until it is re-let. During the year, the Group monitored the tenants in order to anticipate and minimise the impact of defaults by occupational tenants, as well as to ensure that the Group has a diversified tenant base. The credit risk on tenants is also addressed through the performance of credit checks, collection of deposits and regular communication with the tenants.
Included in loans to associates are loans provided to associate entities from Group entities. During the year the Group assessed credit risk relating to loans to associates by reviewing business plans and monitoring cash collection rates and the operational performance of each associate in order to anticipate and minimise the impact of any impairment.
Included in other receivables are lease incentives. During the year the Group monitored tenants in order to anticipate and minimise the impact of defaults and move-outs from tenants which received lease incentives.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
31 March 31 March
2023 2022
EURm EURm
--------------------------------- -------- --------
Net trade receivables 13.7 11.1
Other receivables 13.6 8.8
Loans to associates 44.3 44.2
Derivative financial instruments 1.3 0.3
Cash and cash equivalents 124.3 151.0
--------------------------------- -------- --------
Total 197.2 215.4
--------------------------------- -------- --------
Included in other receivables are guarantees and deposits in the amount of EUR4.1m (2022: EUR4.1m).
The ageing of trade receivables at the statement of financial position date was:
31 March 2023 31 March 2022
----------------- -----------------
Gross Impairment Gross Impairment
EURm EURm EURm EURm
----------------------- ----- ---------- ----- ----------
0-30 days 13.9 (4.3) 12.1 (2.7)
31-120 days (past due) 1.3 (0.5) 1.3 (0.4)
More than 120 days 7.2 (3.9) 5.4 (4.6)
----------------------- ----- ---------- ----- ----------
Total 22.4 (8.7) 18.8 (7.7)
----------------------- ----- ---------- ----- ----------
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
31 March 31 March
2023 2022
EURm EURm
---------------------------------------- -------- --------
Balance as at the beginning of the year (7.7) (5.4)
Expected credit loss recognised (8.7) (7.7)
Expected credit loss reversed 7.7 5.4
---------------------------------------- -------- --------
Balance as at year end (8.7) (7.7)
---------------------------------------- -------- --------
The allowance account for trade receivables is used to record impairment losses unless the Group believes that no recovery of the amount owing is possible; at that point the amounts considered irrecoverable are written off against the trade receivables directly.
Most trade receivables are generally due one month in advance. The exception is service charge balancing billing, which is due ten days after it has been invoiced. Included in the Group's trade receivables are debtors with carrying amounts of EUR13.7m (2022: EUR11.1m) that are past due at the reporting date for which the Group has not provided significant impairment as there has not been a significant change in credit quality and the amounts are still considered recoverable.
No significant impairment has been recognised relating to non-current receivables in the period due to unchanged credit quality and the amounts are still considered recoverable.
Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability but can also increase the risk of losses. The Group has procedures with the objective of minimising such losses, such as maintaining sufficient cash and other highly liquid current assets and having available an adequate amount of committed credit facilities. The Group prepares cash flow forecasts and continually monitors its ongoing commitments compared to available cash. Cash and cash equivalents are placed with financial institutions on a short-term basis which allows immediate access. This reflects the Group's desire to maintain a high level of liquidity in order to meet any unexpected liabilities that may arise due to the current financial position. Similarly, accounts receivable are due either in advance (e.g. rents and recharges) or within ten days (e.g. service charge reconciliations), further bolstering the Group's management of liquidity risk.
The table below summarises the maturity profile of the Group's financial liabilities, based on contractual undiscounted payments:
Derivative Trade
Interest-bearing financial and other Lease
loans instruments payables liabilities Total
31 March 2023 EURm EURm EURm EURm EURm
----------------------------- ---------------- ------------ ---------- ------------ ---------
Undiscounted amounts payable
in:
6 months or less (28.5) (0.8) (59.0) (1.6) (89.9)
6 months-1 year (229.4) (0.4) - (1.7) (231.5)
1-2 years (38.8) - - (3.3) (42.1)
2-5 years (421.3) - - (10.0) (431.3)
5-10+ years (303.4) - - (94.7) (398.1)
----------------------------- ---------------- ------------ ---------- ------------ ---------
(1,021.4) (1.2) (59.0) (111.3) (1,192.9)
Interest 46.3 1.2 - 71.7 119.2
----------------------------- ---------------- ------------ ---------- ------------ ---------
(975.1) - (59.0) (39.6) (1,073.7)
----------------------------- ---------------- ------------ ---------- ------------ ---------
Derivative Trade
Interest-bearing financial and other Lease
loans instruments payables liabilities Total
31 March 2022 EURm EURm EURm EURm EURm
----------------------------- ---------------- ------------ ---------- ------------ ---------
Undiscounted amounts payable
in:
6 months or less (9.5) (0.1) (56.3) (1.3) (67.2)
6 months-1 year (24.5) (0.1) - (0.8) (25.4)
1-2 years (258.8) (0.2) - (2.9) (261.9)
2-5 years (454.7) (0.1) - (9.0) (463.8)
5-10+ years (308.7) - - (92.4) (401.1)
----------------------------- ---------------- ------------ ---------- ------------ ---------
(1,056.2) (0.5) (56.3) (106.4) (1,219.4)
Interest 60.6 0.5 - 67.7 128.8
----------------------------- ---------------- ------------ ---------- ------------ ---------
(995.6) - (56.3) (38.7) (1,090.6)
----------------------------- ---------------- ------------ ---------- ------------ ---------
Currency risk
The Group's exposure to currency risk relates primarily to the Group's exposure to the GBP and to a lesser extent the South African rand. This exposure is driven primarily by the acquisition of the BizSpace Group as detailed in note 4. In addition thereto, the Group has dividend obligations in both the GBP and South African rand. The foreign currency risk in relation to the GBP is mitigated as a result of the BizSpace Group generating GBP denominated income in order to fund its obligations when they come due and, in addition, the Group's GBP dividend obligations. The Group holds small deposits in South African rand for the purposes of working capital and dividend obligations.
Interest rate risk
The Group's exposure to interest rate risk relates primarily to the Group's long-term floating rate debt obligations. The Group's policy is to mitigate interest rate risk by ensuring that a minimum of 80% of its total borrowing is at fixed or capped interest rates by taking out fixed rate loans or derivative financial instruments to hedge interest rate exposure, or interest rate caps.
A change in interest will only have an impact on loans fixed by a swap. An increase of 100 bps in interest rate would result in a decreased post tax profit in the consolidated income statement of EUR0.04m (2022: EUR0.3m) (excluding the movement on derivative financial instruments) and a decrease of 100 bps in interest rate would result in an increased post tax profit in the consolidated income statement of EUR0.04m (2022: EUR0.3m) (excluding the movement on derivative financial instruments).
The following table sets out the carrying amount, by maturity, of the Group's financial instruments that are exposed to interest rate risk:
Within
1 year 1-2 years 2-3 years 3-4 years 4+ years Total
31 March 2023 EURm EURm EURm EURm EURm EURm
--------------------------- ------- --------- --------- --------- -------- -----
Deutsche Pfandbriefbank AG (6.2) - - - - (6.2)
Schuldschein - (5.0) - - - (5.0)
--------------------------- ------- --------- --------- --------- -------- -----
Within
1 year 1-2 years 2-3 years 3-4 years 4+ years Total
31 March 2022 EURm EURm EURm EURm EURm EURm
--------------------------- ------- --------- --------- --------- -------- ------
Deutsche Pfandbriefbank AG (0.1) (6.2) - - - (6.3)
Schuldschein (15.0) - (5.0) - - (20.0)
--------------------------- ------- --------- --------- --------- -------- ------
The other financial instruments of the Group that are not included in the above tables have fixed interest rates and are therefore not subject to interest rate risk.
Market risk
The Group's activities are within the real estate market, exposing it to very specific industry risks.
The yields available from investments in real estate depend primarily on the amount of revenue earned and capital appreciation generated by the relevant properties, as well as expenses incurred. If properties do not generate sufficient revenues to meet operating expenses, including debt service and capital expenditure, the yield is affected, and it can have an impact on the decision of our investors and banks. Revenues from properties may be adversely affected by: the general economic climate; local conditions, such as an oversupply of properties, or a reduction in demand for properties, in the market in which the Group operates; the attractiveness of the properties to the tenants; the quality of the management; competition from other available properties; and increased operating costs.
In addition, the Group's profit would be adversely affected if a significant number of tenants were unable to pay rent or its properties could not be rented on favourable terms. Certain significant expenditures associated with each equity investment in real estate (such as external financing costs, real estate taxes and maintenance costs) are generally not reduced when circumstances cause a reduction in revenue from properties. By diversifying in product, risk categories and tenants, the Group expects to lower the risk profile of the portfolio.
Capital management
For the purpose of the Group's capital management, capital includes all equity reserves attributable to the equity holders of the parent. The Group seeks to enhance shareholder value both by investing in the business so as to improve the return on investment and by managing the capital structure. The Group manages its capital structure and in doing so takes into consideration the impact of changes in economic conditions. The Group assesses its capital management through the total accounting shareholder return which was 4.8% as at 31 March 2023 (2022: 20.0%) and the net loan to value which was 41.6% as at 31 March 2023 (2022: 41.6%).
To maintain or adjust the capital structure, the Group may undertake a number of actions including but not limited to share issuances and changes to its distribution policy to shareholders. The transfer of amounts recorded in share capital to other distributable reserves is made in accordance with The Companies (Guernsey) Law, 2008. The Group's distribution policy takes into account the concept of solvency under The Companies (Guernsey) Law, 2008. The Group is not subject to externally imposed capital requirements other than those related to the covenants of the bank loan facilities. There have been no breaches of the financial covenants of any interest-bearing loans and borrowings in the current year (note 2d).
26. Financial instruments
Fair values
Set out below is a comparison by category of carrying amounts and fair values of all of the Group's financial instruments that are carried in the financial statements (excluding assets held for sale and liabilities directly associated with assets held for sale):
31 March 2023 31 March 2022
----------- ---------------- ----------------
Fair value Carrying Fair Carrying Fair
hierarchy amount value amount value
level EURm EURm EURm EURm
--------------------------------- ----------- -------- ------ -------- ------
Financial assets
Cash and cash equivalents 124.3 124.3 151.0 151.0
Trade and other receivables(1) 27.3 27.3 19.9 19.9
Loans to associates 2 44.3 44.3 44.2 44.2
Derivative financial instruments 2 1.3 1.3 0.3 0.3
--------------------------------- ----------- -------- ------ -------- ------
Financial liabilities
Trade and other payables 59.0 59.0 56.3 56.3
Derivative financial instruments 2 - - - -
Interest-bearing loans and
borrowings(2)
Floating rate borrowings 2 11.2 11.2 26.3 26.3
Floating rate borrowings
- hedged(3) 2 51.1 51.1 52.2 52.2
Floating rate borrowings
- capped 2 - - - -
Fixed rate borrowings 2 912.8 813.6 917.1 939.3
--------------------------------- ----------- -------- ------ -------- ------
All amounts in the table above are carried at amortised cost except for derivative financial instruments which are held at fair value.
(1) This is made up of net trade receivables, other receivables (excluding lease incentives) and guarantees and deposits.
(2) Excludes loan issue costs.
(3) The Group holds interest rate swap contracts designed to manage the interest rate and liquidity risks of expected cash flows of its borrowings with the variable rate facilities with Deutsche Pfandbriefbank AG. Please refer to note 24 for details of swap contracts.
Fair value hierarchy
For financial assets or liabilities measured at amortised cost and whose carrying value is a reasonable approximation to fair value there is no requirement to analyse their value in the fair value hierarchy.
The below analyses financial instruments measured at fair value into a fair value hierarchy based on the valuation technique used to determine fair value:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Group holds interest rate swap contracts which are reset on a quarterly basis. The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date. The average interest rate is based on the outstanding balances at the end of the reporting period. The interest rate swap is measured at fair value with changes recognised in profit or loss.
The fair values of the loans and borrowings have been calculated based on a discounted cash flow model using the prevailing market rates of interest.
27. Issued share capital
Share
Number capital
Authorised of shares EURm
------------------------------------- ---------- --------
Ordinary shares of no par value Unlimited -
------------------------------------- ---------- --------
As at 31 March 2023 and 31 March 2022 Unlimited -
------------------------------------- ---------- --------
Share
Number capital
Issued and fully paid of shares EURm
------------------------------------------------- ------------- --------
As at 31 March 2021 1,049,132,259 -
Issued ordinary shares 119,344,125 167.4
Transfer of share capital to other distributable
reserves - (167.4)
Shares issued to Employee Benefit Trust (3,557,745) -
Shares allocated by the Employee Benefit Trust 1,962,045 -
------------------------------------------------- ------------- --------
As at 31 March 2022 1,166,880,684 -
Issued ordinary shares 3,702,993 1.4
Transfer of share capital to other distributable
reserves - (1.4)
Shares issued to Employee Benefit Trust (2,500,000) -
Shares allocated by the Employee Benefit Trust 287,545 -
------------------------------------------------- ------------- --------
As at 31 March 2023 1,168,371,222 -
------------------------------------------------- ------------- --------
Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting. Shares held in treasury are not entitled to receive dividends or to vote at general meetings.
Pursuant to a scrip dividend offering on 13 June 2022, the Company issued 1,271,279 ordinary shares at an issue price of GBP0.97384 resulting in the Company's overall issued share capital being 1,175,052,364 ordinary shares.
In addition, during the year the Company issued 2,431,714 shares in relation to the exercise of the LTIP 2018 (June 2019 grant) as per note 9. These shares were issued at nil-cost, and the fair value of these shares recorded in the share capital account has been transferred back to the other distributable reserves.
Treasury shares held by the Employee Benefit Trust are disclosed as own shares held. During the year 2,500,000 shares were acquired and 287,545 were allocated by the Employee Benefit Trust. A total of 7,492,763 own shares purchased at an average share price of EUR1.1185 are held by the Employee Benefit Trust (2022: 5,280,308 own shares purchased at an average share price of EUR1.1882). The total number of shares with voting rights was 1,175,863,985 (2022: 1,172,160,992). No votes are cast in respect of the shares held in the Employee Benefit Trust in connection with the Company's share plans and dividends paid and payable are subject to a standing waiver.
All shares issued in the year were issued under general authority. No shares were bought back in the year (2022: none) and there are no Treasury Shares held directly by the Company at the year end (2022: none).
28. Other reserves
Other distributable reserve
This reserve comprises of amounts in relation to scrip dividend transfers from share capital, share-based payment transactions and share buy-backs. The balance of EUR516.4m in total at year end (2022: EUR570.4m) is considered distributable.
Foreign currency translation reserve
The Group holds a foreign currency translation reserve which relates to foreign currency translation effect during the course of the business with the UK segment.
The following table illustrates the movement in the foreign currency translation reserve:
31 March 31 March
2023 2022
EURm EURm
---------------------------------------- -------- --------
Balance as at the beginning of the year (1.7) -
Foreign currency translation (17.2) (1.7)
---------------------------------------- -------- --------
Balance as at year end (18.9) (1.7)
---------------------------------------- -------- --------
The movement in the year of EUR17.2m deficit is a result of a declining GBP rate which is lower at year end compared with 31 March 2022 (2022: EUR1.7m deficit).
29. Notes to cash flow
Changes in liabilities arising from financing activities
Reconciliation of movements of liabilities arising from financing activities:
Changes
31 March Acquisition in Other 31 March
2022 Cash flows New leases of a subsidiary fair values (1) 2023
EURm EURm EURm EURm EURm EURm EURm
----------------------- -------- ---------- ---------- ---------------- ------------ ----- --------
Interest-bearing loans
and borrowings 981.5 (20.4) - - - 3.3 964.4
Lease liabilities 38.7 (2.3) 2.8 - - 0.4 39.6
Derivative financial
instruments (0.3) - - - (0.9) (0.1) (1.3)
----------------------- -------- ---------- ---------- ---------------- ------------ ----- --------
Total 1,019.9 (22.7) 2.8 - (0.9) 3.60 1,002.7
----------------------- -------- ---------- ---------- ---------------- ------------ ----- --------
Changes
31 March Acquisition in Other 31 March
2021 Cash flows New leases of a subsidiary fair values (1) 2022
EURm EURm EURm EURm EURm EURm EURm
----------------------- -------- ---------- ---------- ---------------- ------------ ------ --------
Interest-bearing loans
and borrowings 468.1 523.5(2) - - - (10.1) 981.5
Lease liabilities 15.0 (6.4) 18.4 12.2 - (0.5) 38.7
Derivative financial
instruments 1.2 (0.5) - - (1.0) - (0.3)
----------------------- -------- ---------- ---------- ---------------- ------------ ------ --------
Total 484.3 516.6 18.4 12.2 (1.0) (10.6) 1,019.9
----------------------- -------- ---------- ---------- ---------------- ------------ ------ --------
(1) Changes in the capitalised finance charges on all loans, foreign exchange differences and accretion of interest on lease liabilities.
(2) The cash flows relating to the interest-bearing loans and borrowings of EUR523.5m in the year ended 31 March 2022 includes the EUR153.1m repayment of the AgFe external loan facility as part of the acquisition of Helix Investments Limited on 15 November 2021
30. Dividends
On 7 June 2021, the Company announced a dividend of 1.98c per share, with a record date of 9 July 2021 for the UK and South African ("SA") shareholders and payable on 19 August 2021. On the record date, 1,054,755,527 shares were in issue. Since there were no shares held in treasury, 1,054,755,527 shares (including shares held by the Employee Benefit Trust) were entitled to participate in the dividend. Holders of 476,206,726 shares elected to receive the dividend in ordinary shares under the scrip dividend alternative, representing a dividend of EUR9.3m (EUR9.2m as at settlement date) while holders of 578,548,801 shares opted for a cash dividend with a value of EUR11.5m. The Company's Employee Benefit Trust waived its rights to the dividend, reducing the cash payable to EUR11.4m (EUR11.4m as at settlement date). The total dividend was EUR20.8m (EUR20.6m as at settlement date).
On 8 November 2021, the Company announced a dividend of 2.04c per share, with a record date of 17 December 2021 for the UK and SA shareholders and payable on 20 January 2022. On the record date, 1,169,465,925 shares were in issue. Since there were no shares held in treasury, 1,169,465,925 shares (including shares held by the Employee Benefit Trust) were entitled to participate in the dividend. Holders of 216,062,440 shares elected to receive the dividend in ordinary shares under the scrip dividend alternative, representing a dividend of EUR4.4m (EUR4.5m as at settlement date) while holders of 953,403,485 shares opted for a cash dividend with a value of EUR19.4m. The Company's Employee Benefit Trust waived its rights to the dividend, reducing the cash payable to EUR19.4m (EUR19.4m as at settlement date). The total dividend was EUR23.8m (EUR23.9m as at settlement date).
On 13 June 2022, the Company announced a dividend of 2.37c per share, with a record date of 8 July 2022 for the UK and SA shareholders and payable on 18 August 2022. On the record date, 1,172,160,992 shares were in issue. Since there were no shares held in treasury, 1,172,160,992 shares (including shares held by the Employee Benefit Trust) were entitled to participate in the dividend. Holders of 61,453,275 shares elected to receive the dividend in ordinary shares under the scrip dividend alternative, representing a dividend of EUR1.4m (EUR1.4m as at settlement date) while holders of 1,110,707,717 shares opted for a cash dividend with a value of EUR26.3m. The Company's Employee Benefit Trust waived its rights to the dividend, reducing the cash payable to EUR26.2m (EUR26.3m as at settlement date). The total dividend was EUR27.7m (EUR27.7m as at settlement date).
On 21 November 2022, the Company announced a dividend of 2.70c per share, with a record date of 9 December 2022 for the UK and SA shareholders and payable on 19 January 2023. On the record date, 1,175,863,985 shares were in issue. Since there were no shares held in treasury, 1,175,863,985 shares (including shares held by the Employee Benefit Trust) were entitled to participate in the dividend. The Company's Employee Benefit Trust waived its rights to the dividend, reducing the total dividend (payable in cash) from EUR31.7m to EUR31.5m (EUR31.5m as at settlement date).
The Group's profit attributable to the equity holders of the Company for the year was EUR77.2m (2022: EUR147.9m). The Board has authorised a dividend in respect of the second half of the financial year ended 31 March 2023 of 2.98c per share representing 65% of FFO, an increase of 25.7% on the equivalent dividend last year, which represented 65% of FFO(1) . The total dividend for the year is 5.68c, an increase of 28.8% on the 4.41c total dividend for the year ended 31 March 2022.
It is expected that, for the dividend authorised relating to the six month period ended 31 March 2023, the ex-dividend date will be 12 July 2023 for shareholders on the SA register and 13 July 2023 for shareholders on the UK register. It is further expected that for shareholders on both registers the record date will be 14 July 2023 and the dividend will be paid on 17 August 2023. A detailed dividend announcement was made on 5 June 2023.
The dividend paid per the statement of changes in equity is the value of the cash dividend.
(1) Adjusted profit before tax adjusted for foreign exchange effects, depreciation and amortisation (excluding depreciation relating to IFRS 16), amortisation of financing fees, adjustments in respect of IFRS 16 and current tax receivable/incurred.
The dividend per share was calculated as follows:
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
------------------------------------------------------ ---------- ----------
Reported profit before tax 87.0 168.9
Adjustments for:
Loss/(gain) on revaluation of investment properties 9.8 (140.9)
Deficit on revaluation relating to leased investment
properties (1.5) (5.6)
(Gain)/loss of disposals of properties (4.7) 0.6
Recoveries from prior disposals of subsidiaries - (0.1)
Loss/(gain) on revaluation of investment property
from associates and related tax 0.1 (4.8)
Other adjusting items(1) 6.2 19.1
Goodwill impairment - 40.9
Change in fair value of financial derivatives (0.9) (1.0)
------------------------------------------------------ ---------- ----------
Adjusted profit before tax 96.0 77.1
Adjustments for:
Foreign exchange effects(2) 0.2 (1.9)
Depreciation and amortisation (excluding depreciation
relating to IFRS 16) 3.4 2.4
Amortisation of financing fees 3.3 2.6
Adjustment in respect of IFRS 16 2.2 0.5 Current taxes incurred (see note 11) (3.0) (6.1) Funds from operations, year ended 31 March 102.1 74.6 ------------------------------------------------------ ---------- ---------- Funds from operations, six months ended 30 September 48.5 33.0 ------------------------------------------------------ ---------- ---------- Funds from operations, six months ended 31 March 53.6 41.6 ------------------------------------------------------ ---------- ---------- Dividend pool, six months ended 30 September 31.5 21.6 ------------------------------------------------------ ---------- ---------- Dividend pool, six months ended 31 March(3) 34.8 27.6 ------------------------------------------------------ ---------- ---------- Dividend per share, six months ended 30 September 2.70c 2.04c ------------------------------------------------------ ---------- ---------- Dividend per share, six months ended 31 March 2.98c 2.37c ------------------------------------------------------ ---------- ----------
(1) Includes the effect of exceptional items, refinancing activity and share awards. See note 12 for details.
(2) Management decided to exclude foreign exchange effects from the funds from operations calculation of EUR(0.2)m (2022: EUR1.9m).
(3) Calculated as 65% of FFO of 4.59c per share (2022: 3.64c per share using 65% of FFO) based on average number of shares outstanding of 1,168,134,871 (2022: 1,141,807,790).
For more information on adjusted profit before tax and funds from operations, refer to Annex 1.
Calculations contained in this table are subject to rounding differences.
31. Related parties
Related parties are defined as those persons and companies that control the Group, or that are controlled, jointly controlled or subject to significant influence by the Group.
Key management personnel
Fees paid to people considered to be key management personnel (the Senior Management Team) of the Group during the year include:
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
----------------------------- ---------- ----------
Directors' fees 0.5 0.5
Salary and employee benefits 5.0 4.4
Share-based payments 3.0 2.6
----------------------------- ---------- ----------
Total 8.5 7.5
----------------------------- ---------- ----------
Included within salary and employee benefits are pension contributions amounting to EUR0.2m (2022: EUR0.2m).
Directors' emoluments have been disclosed in the Annual report in the Remuneration report under the 'Single figure table' and in the additional disclosures in respect of the single figure table section on pages 122 to 123.
Associates
The following balances and transactions with associates exist as at the reporting date:
31 March 31 March
2023 2022
Consolidated statement of financial position EURm EURm
--------------------------------------------- -------- --------
Loans to associates 44.3 44.2
Trade and other receivables 4.0 2.6
--------------------------------------------- -------- --------
Total 48.3 46.8
--------------------------------------------- -------- --------
Trade and other receivables relate to amounts owed from the services supplied to the associates and are due to be settled in the normal course of business.
As a result of unchanged credit quality, no material expected credit losses have been recognised in the year.
Year ended Year ended
31 March 31 March
2023 2022
Consolidated income statement EURm EURm
------------------------------ ---------- ----------
Services supplied 15.1 13.1
Interest income 2.2 2.9
------------------------------ ---------- ----------
Total 17.3 16.0
------------------------------ ---------- ----------
Services provided to associates primarily relate to the provision of property and asset management services. A performance fee arrangement is in place between the associates and the Group. The performance fee was EURnil during the year (2022: EURnil).
32. Capital and other commitments
As at year end, the Group had contracted capital expenditure for development and enhancements on existing properties of EUR14.9m (2022: EUR7.8m) and capital commitments amounting to EURnil (2022: in relation to the notarised asset in Düsseldorf of EUR35.3m).
The above noted were committed but not yet provided for in the financial statements.
33. Operating lease arrangements
Group as lessor
All properties leased by the Group are under operating leases and the future minimum lease payments receivable under non -- cancellable leases are as follows:
31 March 31 March
2023 2022
EURm EURm
------------------ -------- --------
Less than 1 year 125.3 118.1
1-2 years 98.2 96.1
2-3 years 76.6 75.7
3-4 years 58.7 57.7
4-5 years 36.7 35.6
More than 5 years 68.1 68.6
------------------ -------- --------
Total 463.6 451.8
------------------ -------- --------
The Group leases out its investment properties under operating leases. Most operating leases are for terms of one to ten years.
34. List of subsidiary undertakings and investments in associates
The Group consists of 122 subsidiary companies (2022: 122 subsidiary companies). All subsidiaries are consolidated in full in accordance with IFRS. The principal activity of the subsidiaries is the investment in, and development of, commercial property to provide conventional and flexible workspace in Germany and the UK.
Ownership Ownership
at at
31 March 31 March
Country 2023 2022
Company name of incorporation % %
--------------------------------------------------------- ------------------ ---------- ---------
BizSpace Acquisitions Ltd Jersey 100.00 100.00
BizSpace Developments Ltd UK 100.00 100.00
BizSpace Green Holdings Ltd UK 100.00 100.00
BizSpace Green Operations Ltd UK 100.00 100.00
BizSpace Holdings Ltd UK 100.00 100.00
BizSpace II Ltd UK 100.00 100.00
BizSpace Ltd UK 100.00 100.00
BizSpace Property 100 Ltd Jersey 100.00 100.00
BizSpace Property I Ltd UK 100.00 100.00
BizSpace Property SSP Ltd UK 100.00 100.00
Curris Facilities & Utilities Management
GmbH Germany 100.00 100.00
DDS Aspen B.V. Netherlands 100.00 100.00
DDS Bagnut B.V. Netherlands 100.00 100.00
DDS Business Centres B.V. Netherlands 100.00 100.00
DDS Coconut B.V. Netherlands 100.00 100.00
DDS Conferencing & Catering GmbH Germany 100.00 100.00
DDS Elm B.V. Netherlands 100.00 100.00
DDS Fir B.V. Netherlands 100.00 100.00
DDS Hawthorn B.V. Netherlands 100.00 100.00
DDS Hazel B.V. Netherlands 100.00 100.00
DDS Hyacinth B.V. Netherlands 100.00 100.00
DDS Lark B.V. Netherlands 100.00 100.00
DDS Mulberry B.V. Netherlands 100.00 100.00
DDS Rose B.V. Netherlands 100.00 100.00
DDS Walnut B.V. Netherlands 100.00 100.00
DDS Yew B.V. Netherlands 100.00 100.00
Helix FinCo Ltd Jersey 100.00 100.00
Helix Investments Ltd(1) Jersey 100.00 100.00
Helix Property Ltd Jersey 100.00 100.00 LB(2) Catering and Services GmbH Germany 100.00 100.00 M25 Business Centres Ltd UK 100.00 100.00 Marba Apple B.V. Netherlands 100.00 100.00 Marba Bamboo B.V. Netherlands 100.00 100.00 Marba Cherry B.V. Netherlands 100.00 100.00 Marba Daffodil B.V. Netherlands 100.00 100.00 Marba Holland B.V.(1) Netherlands 100.00 100.00 Marba Lavender B.V. Netherlands 100.00 100.00 Marba Mango B.V. Netherlands 100.00 100.00 Marba Olive B.V. Netherlands 100.00 100.00 Marba Sunflower B.V. Netherlands 100.00 100.00 Marba Violin B.V. Netherlands 100.00 100.00 Marba Willstätt B.V. Netherlands 100.00 100.00 SFG NOVA Construction and Services GmbH Germany 100.00 100.00 Sirius Alder B.V. Netherlands 100.00 100.00 Sirius Aloe GmbH & Co. KG Germany 100.00 100.00 Sirius Ash B.V. Netherlands 100.00 100.00 Sirius Aster GmbH & Co. KG Germany 100.00 100.00 Sirius Beech B.V. Netherlands 100.00 100.00 Sirius Birch GmbH & Co. KG Germany 100.00 100.00 Sirius Coöperatief B.A.(1) Netherlands 100.00 100.00 Sirius Dahlia GmbH & Co. KG Germany 100.00 100.00 Sirius Facilities (UK) Ltd(1) UK 100.00 100.00 Sirius Facilities GmbH Germany 100.00 100.00 Sirius Finance (Cyprus) Ltd.(1) Cyprus 100.00 100.00 Sirius Four B.V. Netherlands 100.00 100.00 Sirius Frankfurt Erste GmbH & Co. KG Germany 100.00 100.00 Sirius Frankfurt Zweite GmbH & Co. KG Germany 100.00 100.00 Sirius Gum B.V. Netherlands 100.00 100.00 Sirius Ivy B.V. Netherlands 100.00 100.00 Sirius Jasmine GmbH & Co. KG Germany 100.00 100.00 Sirius Juniper B.V. Netherlands 100.00 100.00 Sirius Kale GmbH & Co. KG Germany 100.00 100.00 Sirius Krefeld Erste GmbH & Co. KG Germany 100.00 100.00 Sirius Lily B.V. Netherlands 100.00 100.00 Sirius Lotus GmbH & Co. KG Germany 100.00 100.00 Sirius Management One GmbH Germany 100.00 100.00 Sirius Management Two GmbH Germany 100.00 100.00 Sirius Management Three GmbH Germany 100.00 100.00 Sirius Management Four GmbH Germany 100.00 100.00 Sirius Management Five GmbH Germany 100.00 100.00 Sirius Management Six GmbH Germany 100.00 100.00 Sirius Management Seven GmbH Germany 100.00 100.00 Sirius Management Eight GmbH Germany 100.00 100.00 Sirius Management Nine GmbH Germany 100.00 100.00 Sirius Management Ten GmbH Germany 100.00 100.00 Sirius Mannheim B.V. Netherlands 100.00 100.00 Sirius Narcissus GmbH & Co. KG Germany 100.00 100.00 Sirius Oak B.V. Netherlands 100.00 100.00 Sirius One B.V. Netherlands 100.00 100.00 Sirius Orange B.V. Netherlands 100.00 100.00 Sirius Palm B.V. Netherlands 100.00 100.00 Sirius Pepper GmbH & Co. KG Germany 100.00 100.00 Sirius Pine B.V. Netherlands 100.00 100.00 Sirius Renewable Energy GmbH(2) Germany 100.00 n/a Sirius Tamarack B.V. Netherlands 100.00 100.00 Sirius Three B.V. Netherlands 100.00 100.00 Sirius Thyme B.V. Netherlands 100.00 100.00 Sirius Tulip B.V. Netherlands 100.00 100.00 Sirius Two B.V. Netherlands 100.00 100.00 Sirius UK1 Ltd(1) UK 100.00 100.00 Sirius UK2 Ltd(1) UK 100.00 100.00 Sirius Willow B.V. Netherlands 100.00 100.00 Marba Bonn B.V. Netherlands 99.73 99.73 Marba Bremen B.V. Netherlands 99.73 99.73 Marba Brinkmann B.V. Netherlands 99.73 99.73 Marba Catalpa B.V. Netherlands 99.73 99.73 Marba Cedarwood B.V. Netherlands 99.73 99.73 Marba Chestnut B.V. Netherlands 99.73 99.73 Marba Dutch Holdings B.V. Netherlands 99.73 99.73 Marba Foxglove B.V. Netherlands 99.73 99.73 Marba HAG B.V. Netherlands 99.73 99.73 Marba Hornbeam B.V. Netherlands 99.73 99.73 Marba Königswinter B.V. Netherlands 99.73 99.73 Marba Maintal B.V. Netherlands 99.73 99.73 Marba Marigold B.V. Netherlands 99.73 99.73 Marba Merseburg B.V. Netherlands 99.73 99.73 Marba Mimosa B.V. Netherlands 99.73 99.73 Marba Regensburg B.V. Netherlands 99.73 99.73 Marba Saffron B.V. Netherlands 99.73 99.73 Marba Troisdorf B.V. Netherlands 99.73 99.73 Sirius Acerola GmbH & Co. KG Germany 99.73 99.73 Sirius Almond GmbH & Co. KG Germany 99.73 99.73 Sirius Bluebell GmbH & Co. KG Germany 99.73 99.73 Sirius Cypress GmbH & Co. KG Germany 99.73 99.73 Sirius Grape GmbH & Co. KG Germany 99.73 99.73 Sirius Hibiscus GmbH & Co. KG Germany 99.73 99.73 Sirius Indigo GmbH & Co. KG Germany 99.73 99.73 Sirius Mayflower GmbH & Co. KG Germany 99.73 99.73 Sirius Oyster GmbH & Co. KG Germany 99.73 99.73 Sirius Administration One GmbH & Co KG Germany 94.80 94.80 Sirius Administration Two GmbH & Co KG Germany 94.80 94.80 Verwaltungsgesellschaft Gewerbepark Bilderstöckchen GmbH Germany 94.15 94.15 --------------------------------------------------------- ------------------ ---------- --------- (1) Subsidiary company directly held by the parent entity, Sirius Real Estate Limited. (2) New incorporated subsidiary company.
Investment in associates which are accounted for with the equity method:
Ownership Ownership
at at
31 March 31 March
Country 2023 2022
Company name of incorporation % %
--------------------- ------------------ ---------- ---------
DDS Daisy B.V. Netherlands 35.00 35.00
DDS Edelweiss B.V. Netherlands 35.00 35.00
DDS Lime B.V. Netherlands 35.00 35.00
DDS Maple B.V. Netherlands 35.00 35.00
Sirius Boxwood B.V. Netherlands 35.00 35.00
Sirius Laburnum B.V. Netherlands 35.00 35.00
Sirius Orchid B.V. Netherlands 35.00 35.00
Sirius Pear B.V. Netherlands 35.00 100.00
--------------------- ------------------ ---------- ---------
35. Post balance sheet events
On 30 December 2022, the Company notarised for the disposal of an asset in Wuppertal for a sale price of EUR8.8 million. The transaction completed on 1 April 2023.
In May 2023 the Company refinanced its EUR57.3 million Deutsche Pfandbriefbank (PBB) loan facility, seven months in advance of it falling due on 31 December 2023. The new facility amounting to EUR58.3 million has a term of seven years at a fixed interest rate of 4.25%.
Business analysis (Unaudited Information)
Non-IFRS measures
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
--------------------------------------------------------- ---------- ----------
Total profit for the year attributable to the
owners of the Company 79.6 147.9
Add loss/(deduct gain) on revaluation of investment
properties 9.8 (140.9)
(Deduct gain)/add loss on disposal of properties
(net of related tax) (4.7) 0.6
Deduct recoveries from prior disposals of subsidiaries
(net of related tax) - (0.1)
Add restructuring costs, exit fees and prepayment
penalties - 7.8
Goodwill impairment - 40.9
Acquisition costs in relation to business combinations - 5.3
Change in fair value of derivative financial instruments (0.9) (1.0)
Deferred tax in respect of EPRA fair value movements
on investment properties 4.3 14.8
NCI relating to revaluation (net of related tax) - 0.2
Add loss/(deduct gain) on revaluation of investment
property relating to associates 0.5 (6.0)
Tax in relation to the revaluation gains/losses
on investment property relating to associates above (0.4) 1.2
--------------------------------------------------------- ---------- ----------
EPRA earnings 88.2 70.7
Deduct change in deferred tax relating to derivative
financial instruments (0.1) (0.2)
Add change in fair value of derivative financial
instruments 0.9 1.0
Deduct restructuring costs, exit fees and prepayment
penalties - (7.8)
Deduct acquisition costs in relation to business
combinations - (5.3)
NCI in respect of the above - -
--------------------------------------------------------- ---------- ----------
Headline earnings after tax 89.0 58.4
Deduct change in fair value of derivative financial
instruments (net of related tax and NCI) (0.8) (0.8)
Deduct revaluation expense relating to leased investment
properties (1.5) (5.6)
Add adjusting items(1) (net of related tax and
NCI) 6.2 19.1
--------------------------------------------------------- ---------- ----------
Adjusted earnings after tax 92.9 71.1
--------------------------------------------------------- ---------- ----------
(1) See note 12 to the financial statements.
For more information on EPRA earnings refer to Annex 1.
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
------------------------------------------- ------------- -------------
EPRA earnings 88.2 70.7
Weighted average number of ordinary shares 1,167,757,975 1,097,082,162
------------------------------------------- ------------- -------------
EPRA earnings per share (cents) 7.55 6.44
------------------------------------------- ------------- -------------
Headline earnings after tax 89.0 58.4
Weighted average number of ordinary shares 1,167,757,975 1,097,082,162
------------------------------------------- ------------- -------------
Headline earnings per share (cents) 7.62 5.32
------------------------------------------- ------------- -------------
Adjusted earnings after tax 92.9 71.1
Weighted average number of ordinary shares 1,167,757,975 1,097,082,162
------------------------------------------- ------------- -------------
Adjusted earnings per share (cents) 7.96 6.48
------------------------------------------- ------------- -------------
Geographical property analysis - owned investment properties
Germany
% of
portfolio
Annualised by
No. of Total Rate rent annualised Value
owned sqm psqm roll rent EURm Gross Net WALE WALE
March 2023 properties 000 Occupancy EUR EURm roll (2) yield yield rent sqm
---------------- ----------- ----- --------- ----- ---------- ------------ ------- ------ ------ ----- ----
Frankfurt 17 376 84.5% 7.41 28.3 23% 369.9 7.6% 6.9% 2.6 2.5
Berlin 4 104 95.7% 8.57 10.2 8% 166.7 6.1% 5.9% 2.6 2.6
Stuttgart 9 330 91.5% 5.36 19.4 16% 248.5 7.8% 7.3% 3.1 3.4
Cologne 7 127 88.6% 8.58 11.6 9% 158.1 7.3% 7.0% 3.1 3.0
Munich 3 124 82.7% 8.66 10.6 9% 202.8 5.2% 4.7% 2.1 2.2
Düsseldorf 16 386 73.8% 6.27 21.4 17% 290.7 7.4% 6.0% 3.0 3.1
Hamburg 4 91 83.7% 5.43 5.0 4% 64.2 7.8% 7.2% 2.3 2.2
Other 10 255 78.5% 6.91 16.6 13% 196.7 8.4% 7.4% 2.7 2.6
---------------- ----------- ----- --------- ----- ---------- ------------ ------- ------ ------ ----- ----
Total Germany 70 1,793 83.4% 6.86 123.1 100% 1,697.6 7.3% 6.5% 2.8 2.8
---------------- ----------- ----- --------- ----- ---------- ------------ ------- ------ ------ ----- ----
UK
% of
Annualised portfolio
rent by
No. of Total Rate roll annualised Value
owned sqm psqm EURm rent EURm Net WALE WALE
March 2023 properties 000 Occupancy EUR (1) (1) roll (2) yield rent sqm
----------- ----------- ----- --------- -------- ---------- ------------ ----- ------ ----- ----
Midlands 11 55 83.3% 16.02 8.7 16% 65.0 9.0% 0.8 0.8
North 13 73 83.1% 11.58 8.4 15% 65.0 9.0% 0.8 1.0
North East
and North 13 91 93.7% 6.69 6.9 13% 60.8 8.0% 1.8 2.3
North West 12 84 87.8% 11.04 9.8 18% 77.9 8.9% 1.1 1.0
South East 10 25 76.5% 31.47 7.3 13% 66.0 7.9% 0.5 1.3
South West 11 62 84.8% 22.46 14.1 26% 83.0 12.0% 1.1 0.8
----------- ----------- ----- --------- -------- ---------- ------------ ----- ------ ----- ----
Total UK 70 390 86.5% 13.66 55.2 100% 417.7 9.3% 1.0 1.3 ----------- ----------- ----- --------- -------- ---------- ------------ ----- ------ ----- ----
(1) The Group's UK business charges licence customers an all-inclusive rate, which includes an implicit element of service charge.
(2) Book value of owned investment properties including assets held for sale.
Usage analysis
Germany
Annualised
Total % of total Occupied % of occupied rent roll % of annualised Vacant Rate psqm
Usage sqm sqm sqm sqm EURm rent roll sqm EUR
-------------- --------- ---------- --------- ------------- ---------- --------------- ------- ---------
Office 604,976 33.7% 473,914 31.7% 47.5 38.6% 131,061 8.36
Storage 583,655 32.6% 498,496 33.3% 30.4 24.7% 85,158 5.09
Production 364,201 20.3% 337,942 22.6% 20.8 16.9% 26,259 5.12
Smartspace 112,896 6.3% 74,262 5.0% 8.5 6.9% 38,635 9.55
Other(1) 126,942 7.1% 110,114 7.4% 15.9 12.9% 16,829 12.01
-------------- --------- ---------- --------- ------------- ---------- --------------- ------- -----------
Total Germany 1,792,670 100.0% 1,494,728 100.0% 123.1 100.0% 297,942 6.86
-------------- --------- ---------- --------- ------------- ---------- --------------- ------- -----------
UK
Annualised
Total % of total Occupied % of occupied rent roll % of annualised Vacant Rate psqm
Usage sqm sqm sqm sqm EURm (3) rent roll sqm EUR (3)
--------- ------- ---------- -------- ------------- ---------- --------------- ------ ---------
Office 122,711 31.5% 98,151 29.2% 33.7 61.1% 24,560 28.65
Workshop 251,510 64.6% 228,076 67.7% 19.8 35.9% 23,434 7.23
Storage 2,070 0.5% 1,376 0.4% 0.3 0.5% 694 17.09
Other(2) 13,246 3.4% 9,175 2.7% 1.4 2.5% 4,071 12.55
--------- ------- ---------- -------- ------------- ---------- --------------- ------ ---------
Total UK 389,537 100.0% 336,778 100.0% 55.2 100.0% 52,759 13.66
--------- ------- ---------- -------- ------------- ---------- --------------- ------ ---------
(1) Other includes: catering, other usage, residential and technical space, land and car parking.
(2) Other includes: aerials, car parking, retail units, yards, catering and residential.
(3) The Group's UK business charge licences customers an all-inclusive rate, which includes an implicit element of service charge.
Lease expiry profile of future minimum lease payments receivable under non-cancellable leases
Germany by income
Adjustments
in relation
to
Office Production Storage Smartspace Other (1) lease incentives Total
EURm EURm EURm EURm EURm EURm EURm
-------------- ------ ---------- ------- ---------- --------- ----------------- -----
Less than 1
year 42.5 19.6 27.4 3.3 13.6 (0.3) 106.1
Between 1 and
5 years 74.5 36.5 48.7 0.8 24.1 (0.1) 184.5
More than 5
years 11.9 8.4 9.2 - 6.5 - 36.0
-------------- ------ ---------- ------- ---------- --------- ----------------- -----
Total 128.9 64.5 85.3 4.1 44.2 (0.4) 326.6
-------------- ------ ---------- ------- ---------- --------- ----------------- -----
Germany by sqm
Office Production Storage Smartspace Other (1) Total
sqm sqm sqm sqm sqm sqm
---------------------- ------- ---------- ------- ---------- --------- ---------
Less than 1 year 131,555 46,388 132,915 65,365 22,833 399,056
Between 1 and 5 years 287,951 241,220 305,391 8,897 71,560 915,019
More than 5 years 54,408 50,334 60,190 - 15,721 180,653
---------------------- ------- ---------- ------- ---------- --------- -----------
Total 473,914 337,942 498,496 74,262 110,114 1,494,728
---------------------- ------- ---------- ------- ---------- --------- -----------
(1) Other includes: catering, other usage, residential and technical space, land and car parking.
UK by income
Adjustments
in relation
to
Office Workshop Storage Other (2) lease incentives Total
EURm EURm EURm EURm EURm EURm
---------------------- ------ -------- ------- --------- ----------------- -----
Less than 1 year 8.8 4.5 0.1 0.2 - 13.6
Between 1 and 5 years 18.6 11.4 - 0.4 - 30.4
More than 5 years 5.5 3.6 - 2.9 - 12.0
---------------------- ------ -------- ------- --------- ----------------- -----
Total 32.9 19.5 0.1 3.5 - 56.0
---------------------- ------ -------- ------- --------- ----------------- -----
UK by sqm
Office Workshop Storage Other (2) Total
sqm sqm sqm sqm sqm
---------------------- ------ -------- ------- --------- -------
Less than 1 year 65,641 134,958 1,367 3,543 205,509
Between 1 and 5 years 29,043 83,120 9 1,582 113,754
More than 5 years 3,467 14,047 - 1 17,515
---------------------- ------ -------- ------- --------- -------
Total 98,151 232,125 1,376 5,126 336,778
---------------------- ------ -------- ------- --------- -------
(2) Other includes: aerials, car parking, retail units, yards, catering and residential.
The Group's UK business provides flexible leases that represent approximately 75% of annualised rent roll and conventional leases that represent 25% of annualised rent roll.
Escalation profile per usage
Germany
The Group's German business' primary source of revenue relates to leasing contracts with tenants. The Group's German business realises escalations as a result of renewals, inflation linked indexations and contractually agreed uplifts. Approximately 33.4% of contracts in place at 31 March 2023 are subject to contractual uplifts. The average contractual uplift over the coming twelve months split by usage are detailed as follows:
Increase in
Usage %
----------- -----------
Office 3.09%
Storage 3.42%
Production 2.82%
Smartspace 7.59%
Other(1) 3.37%
----------- -------------
Total 3.25%
----------- -----------
(1) Other includes: catering, other usage, residential and technical space, land and car parking.
UK
The Group's UK business' primary source of revenue relates to leasing contracts and licence fee agreements with tenants. The Group's UK business realises escalations as a result of renewals, inflation linked indexations and contractually agreed uplifts. Of the lease contracts in place at 31 March 2023, approximately 5.1% are subject to contractual uplifts. The average contractual lease contract uplifts over the coming twelve months split by usage are detailed as follows:
Increase
Usage in %
--------- --------
Office 3.34%
Workshop 6.14%
--------- --------
Total 5.13%
--------- --------
Property profile March 2023*
Germany
Total Office Storage Production Other (1) Rate psqm
Property and location sqm sqm sqm sqm sqm EUR
---------------------------------- --------- ------- ------- ---------- --------- ---------
Aachen I 24,443 12,701 2,246 5,510 3,986 9.31
Aachen II 9,751 1,437 6,610 1,510 194 6.67
Alzenau 66,533 27,702 7,451 24,087 7,293 7.10
Bochum 55,511 12,696 35,970 3,965 2,880 4.71
Bochum II 4,249 3,502 479 12 256 11.41
Bonn 9,030 3,087 2,403 477 3,063 8.21
Bonn - Dransdorf 19,202 5,505 6,891 1,665 5,141 7.63
Buxtehude 28,238 1,120 10,831 13,420 2,867 4.25
Cölln Parc 13,480 6,512 3,386 2,867 715 10.70 Cologne 30,250 2,672 13,509 2,709 11,360 5.83 Dreieich 12,886 7,404 2,929 - 2,553 8.22 Dreieich II 5,514 546 4,543 - 425 4.24 Dresden 57,658 25,925 17,437 11,153 3,143 8.42 Düsseldorf - Süd 21,403 2,814 12,376 1,970 4,243 7.48 Düsseldorf II 9,839 4,433 4,949 - 457 8.16 Düsseldorf III 33,937 22,491 10,611 169 666 10.33 Erfurt 23,184 7,531 11,980 - 3,673 3.59 Essen 15,228 6,075 4,806 2,367 1,980 6.63 Essen II 11,899 8,538 1,829 627 905 7.91 Fellbach 26,214 1,751 16,168 340 7,955 6.05 Fellbach II 9,707 5,023 205 - 4,479 10.54 Frankfurt 4,260 2,260 484 68 1,448 11.39 Frankfurt III 10,141 5,398 1,370 - 3,373 14.16 Frankfurt Röntgenstraße 5,496 3,957 444 36 1,059 12.37 Freiburg Teningen 20,796 7,151 6,108 5,578 1,959 5.19 Frickenhausen 27,859 6,515 8,499 10,742 2,103 5.66 Friedrichsdorf 17,572 6,492 5,475 3,199 2,406 8.14 Gartenfeld 25,453 5,375 10,821 3,297 5,960 9.28 Grasbrunn 14,274 7,269 4,743 - 2,262 11.87 Hallbergmoss 18,384 11,978 3,388 - 3,018 10.59 Hamburg Lademannbogen 10,305 8,081 1,049 - 1,175 10.17 Hanover 22,884 8,030 3,547 6,423 4,884 6.80 Heidenheim 46,843 8,415 15,384 13,864 9,180 4.62 Heiligenhaus 44,485 21,999 7,453 12,467 2,566 3.90 Kassel 8,142 3,312 683 3,875 272 5.76 Köln Porz 21,086 15,154 2,363 279 3,290 12.32 Krefeld 11,318 7,462 2,533 594 729 8.33 Krefeld II 6,101 2,893 325 2,171 712 7.96 Krefeld III 9,668 4,918 3,342 924 484 8.32 Ludwigsburg 28,351 7,393 10,158 3,585 7,215 6.75 Mahlsdorf 29,333 11,592 10,796 1,963 4,982 8.36 Mahlsdorf II 12,737 5,765 1,263 1,906 3,803 8.14 Maintal 36,509 7,586 14,362 8,289 6,272 6.44 Maintal Mitte 11,016 462 4,523 5,685 346 4.60 Mannheim 68,789 13,378 21,595 27,139 6,677 5.18 Mannheim II 14,316 6,234 4,038 586 3,458 6.61 Mannheim III 3,033 2,276 741 - 16 7.12 Markgröningen 57,312 4,532 30,853 19,921 2,006 3.62 Munich - Neuaubing 91,185 15,991 31,821 29,645 13,728 8.02 Nabern II 5,578 1,620 491 2,376 1,091 8.86 Neckartenzlingen 51,577 15,296 19,466 14,087 2,728 4.73 Neu-Isenburg 8,250 5,752 1,244 - 1,254 9.98 Neuruppin 22,959 1,404 7,629 13,133 793 5.38 Neuss 17,621 13,397 1,284 153 2,787 12.63 Neuss II 33,351 7,957 17,210 6,058 2,126 5.76 Norderstedt 12,627 3,052 7,507 172 1,896 5.47 Nürnberg 14,106 2,323 3,241 7,532 1,010 6.99 Oberhausen 82,891 47,219 26,339 1,739 7,594 5.65 Offenbach Carl Legien-Strasse 45,596 9,844 9,326 17,677 8,749 7.02 Offenbach I 15,044 3,610 2,335 2,351 6,748 6.95 Öhringen 18,761 1,969 7,448 8,772 572 5.60 Pfungstadt 32,662 6,707 12,300 9,786 3,869 6.06 Potsdam 35,863 12,490 12,720 4,956 5,697 8.40 Potsdam II 236 165 71 - - - Rastatt 19,884 5,739 7,280 2,199 4,666 7.05 Rostock 18,640 8,228 1,569 6,606 2,237 6.60 Saarbrücken 46,899 28,752 9,753 2,280 6,114 9.21 Schenefeld 40,250 10,283 26,500 1,961 1,506 5.02 Solingen 13,333 2,475 4,409 4,924 1,525 2.88 Stuttgart - Kirchheim 18,260 14,335 1,261 - 2,664 6.46 Wiesbaden 14,619 855 5,608 3,613 4,543 16.99 Wuppertal 18,260 14,335 1,261 - 2,664 4.41 ---------------------------------- --------- ------- ------- ---------- --------- --------- Total 1,792,670 604,976 583,655 364,201 239,839 6.86 ---------------------------------- --------- ------- ------- ---------- --------- ---------
UK
Total Office Workshop Storage Other (2) Rate psqm
Property and location sqm sqm sqm sqm sqm EUR (3)
--------------------------- ------- ------- -------- ------- --------- ---------
Altrincham 4,498 1,442 2,768 - 288 18.74
Ashford 1,823 1,823 - - - 39.88
Barnsley 6,637 546 5,929 - 162 7.73
Basingstoke 10,313 10,138 - - 175 31.67
Birmingham - Tyseley 12,154 805 9,576 1,233 540 9.59
Bradford - Dudley
Hill 15,070 5,476 5,436 837 3,321 8.98
Bristol - Equinox 11,282 1,104 10,014 - 164 7.59
Bury 1,304 1,303 - - 1 47.63
Camberwell - Lomond 2,015 1,243 557 - 215 35.40
Cardiff 4,106 4,105 - - 1 32.31
Cheadle 1,628 1,600 - - 28 36.59
Christchurch 2,663 2,058 605 - - 29.10
Consett 3,094 - 3,094 - - 4.56
Coventry 1,622 1,622 - - - 17.76
Design Works 4,803 3,402 582 - 819 15.95
Didcot 1,021 491 510 - 20 33.01
Dinnington 3,648 1,000 2,648 - - 11.07
Doncaster 3,040 3,039 - - 1 24.69
Dorking 2,148 1,406 715 - 27 41.72
Egham 1,001 926 - - 75 36.83
Fareham 1,758 1,758 - - - 43.76
Gateshead 13,160 - 11,927 - 1,233 4.11
Gloucester 20,767 2,989 16,685 - 1,093 5.89
Gloucester - Barnwood 3,402 3,378 24 - - 37.77
Hartlepool - Oakesway 2,585 - 2,585 - - 2.48
Hebburn 5,463 - 5,397 - 66 7.32
Hemel Hempstead 4,389 4,387 - - 2 33.29
Hooton 1,383 1,230 - - 153 25.64
Hove 2,939 2,194 695 - 50 33.84
Huddersfield - Linthwaite 2,365 - 2,364 - 1 8.08
Leeds - Brooklands 2,133 2,042 - - 91 23.32
Leeds - Wortley 3,734 - 3,733 - 1 6.86
Letchworth 3,048 2,385 661 - 2 16.49
Littlehampton 1,992 1,991 - - 1 38.95
London - Colney 1,887 1,767 - - 120 34.03
M25 Business Centre 3,282 2,151 1,085 - 46 36.03
Maidstone 1,644 1,643 - - 1 40.81
Manchester - Trafford Park 8,695 - 8,676 - 19 9.51 Manchester - Newton Heath 5,660 2,273 3,353 - 34 17.50 Manchester - Old Trafford 4,578 1,513 2,996 - 69 25.32 Milton Keynes 3,654 3,593 13 - 48 31.14 New Addington - Croydon 6,540 381 6,158 - 1 14.41 Newcastle - Amber Court 4,297 4,297 - - - 25.21 Northampton - K2 4,688 57 4,630 - 1 12.46 Northampton - KG 12,617 910 11,609 - 98 9.56 Nottingham - Arnold 5,547 1,337 4,009 - 201 9.43 Nottingham - Park Row 4,160 4,110 - - 50 38.41 Nottingham - Roden 4,604 35 4,537 - 32 7.58 Oldham - Hollinwood 5,525 5,496 - - 29 23.09 Perivale 2,148 543 1,604 - 1 31.66 Peterlee 18,306 - 18,305 - 1 4.19 Poole 6,735 6,586 - - 149 26.51 Preston 5,341 1,741 3,577 - 23 16.67 Rochdale - Fieldhouse 23,042 527 22,329 - 186 3.98 Rochdale - Moss Mill 15,950 14 14,442 - 1,494 4.20 Rotherham 4,504 1,361 3,112 - 31 13.30 Sandy Business Park 9,261 108 9,152 - 1 8.07 Sheffield - Cricket 1,928 - 1,928 - - 10.29 Shipley 2,238 2,238 - - - 13.22 Solihull 1,715 1,714 - - 1 55.99 Stanley 3,776 - 3,776 - - 5.54 Stoke 5,119 - 5,118 - 1 6.01 Sunderland - North Sands 2,819 2,818 - - 1 18.84 Swindon 6,833 338 6,414 - 81 15.73 Theale 2,765 2,708 - - 58 57.57 Wakefield 20,703 619 18,443 - 1,641 4.51 Warrington - Craven Court 3,830 - 3,830 - - 11.08 Wimbledon 3,170 1,459 1,569 - 142 39.01 Wolverhampton - Willenhall 5,077 581 4,340 - 156 9.69 --------------------------- ------- ------- -------- ------- --------- --------- Total 389,537 122,711 251,510 2,070 13,246 13.66 --------------------------- ------- ------- -------- ------- --------- --------- * Excluding commercial leased investment properties.
(1) Other includes: Smartspace, catering, other usage, residential and technical space, land and car parking.
(2) Other includes: aerials, car parking, retail units, yards, catering and residential.
(3) The Group's UK business charges licence customers an all-inclusive rate, which includes an implicit element of service charge.
Annex 1- Non-IFRS Measures
Basis of preparation
The Directors of Sirius Real Estate Limited have chosen to disclose additional non-IFRS measures; these include EPRA earnings, adjusted net asset value, EPRA net reinstatement value, EPRA net tangible assets, EPRA net disposal value, EPRA loan to value, adjusted profit before tax and funds from operations (collectively, "Non-IFRS Financial Information").
The Directors have chosen to disclose:
-- EPRA earnings in order to assist in comparisons with similar businesses in the real estate sector. EPRA earnings is a definition of earnings as set out by the European Public Real Estate Association. EPRA earnings represents earnings after adjusting for gains/losses on revaluation of investment properties, gains/losses on disposal of properties (net of related tax), recoveries from prior disposals of subsidiaries (net of related tax), refinancing costs, exit fees and prepayment penalties, goodwill impairment, acquisition costs in relation to business combinations, changes in fair value of derivative financial instruments, (collectively, the "EPRA earnings adjustments"), deferred tax in respect of the EPRA earnings adjustments, NCI relating to revaluation (net of related tax), gains/losses on revaluation of investment property relating to associates and the related tax thereon. The reconciliation between basic and diluted earnings and EPRA earnings is detailed in table A below.
-- Adjusted net asset value in order to assist in comparisons with similar businesses. Adjusted net asset value represents net asset value after adjusting for derivative financial instruments at fair value and net deferred tax liability. The reconciliation for adjusted net asset value is detailed in table B below.
-- EPRA net reinstatement value ("EPRA NRV") in order to assist in comparisons with similar businesses in the real estate sector. EPRA NRV is a definition of net asset value as set out by the European Public Real Estate Association. EPRA NRV represents net asset value after adjusting for derivative financial instruments at fair value, deferred tax relating to valuation movements and derivative financial instruments and real estate transfer tax presented in the Valuation Certificate (for the entire consolidated Group including wholly owned entities and investment in associates). The reconciliation for EPRA NRV is detailed in table C below.
-- EPRA net tangible assets ("EPRA NTA") in order to assist in comparisons with similar businesses in the real estate sector. EPRA NTA is a definition of net asset value as set out by the European Public Real Estate Association. EPRA NTA represents net asset value after adjusting for derivative financial instruments at fair value, deferred tax relating to valuation movements (excluding that relating to assets held for sale) and derivative financial instruments and intangible assets as per the note reference in the audited consolidated statement of financial position (for the entire consolidated Group including wholly owned entities and investment in associates). The reconciliation for EPRA NTA is detailed in table C below.
-- EPRA net disposal value ("EPRA NDV") in order to assist in comparisons with similar businesses in the real estate sector. EPRA NDV is a definition of net asset value as set out by the European Public Real Estate Association. EPRA NDV represents net asset value after adjusting for the fair value of fixed interest rate debt (for the entire consolidated Group including wholly owned entities and investment in associates). The reconciliation for EPRA NDV is detailed in table C below.
-- EPRA loan to value ("EPRA LTV") in order to assist in comparisons with similar businesses in the real estate sector. EPRA LTV is a definition of loan to value ratio as set out by the European Public Real Estate Association. EPRA LTV represents net debt to total property value as defined in note 24. It includes all capital which is not equity as debt, irrespective of its IFRS classification, and is based upon proportional consolidation, therefore including the Group's share in the net debt and net assets of associates. Assets are included at fair value, net debt at nominal value. The reconciliation for EPRA LTV is detailed in table D below.
-- Adjusted profit before tax in order to provide an alternative indication of Sirius Real Estate Limited and it's subsidiaries' (the "Group") underlying business performance. Accordingly, it adjusts for the effect of the gains/losses on revaluation of investment properties, deficit on revaluation relating to leased investment properties, gains/losses on disposal of properties, recoveries from prior disposals of subsidiaries, gains/losses on revaluation of investment property from associates and related tax, other adjusting items, goodwill impairment and change in fair value of derivative financial instruments. The reconciliation for adjusted profit before tax is detailed in table E below.
-- Funds from operations in order to assist in comparisons with similar businesses and to facilitate the Group's dividend policy which is derived from is adjusted profit before tax. Accordingly, funds from operations excludes depreciation and amortisation (excluding depreciation relating to IFRS 16), net foreign exchange differences, amortisation of financing fees, adjustment in respect of IFRS 16 and current tax excluding tax on disposals. The reconciliation for funds from operations is detailed in table E below.
The Non-IFRS Financial Information is presented in accordance with the JSE Listings Requirements and The Guide on Pro forma Financial Information, issued by SAICA. The Non-IFRS Financial Information is the responsibility of the Directors. The Non-IFRS Financial Information has been presented for illustrative purposes and, due to its nature, may not fairly present the Group's financial position or result of operations. The Non-IFRS Financial Information required by the JSE Listings Requirements solely relates to Headline Earnings Per Share and not EPRA.
Ernst & Young Inc have issued a reporting accountant's report on the Non-IFRS Financial Information for the year ended 31 March 2023 which is available for inspection at the Group's registered office. The starting point for all the Non-IFRS Financial Information has been extracted, without adjustment, from the audited Group's consolidated financial statements for the year ended 31 March 2023 (the "consolidated financial statements").
Table A - EPRA earnings
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
------------------------------------------------------------ ---------- ----------
Basic and diluted earnings attributable to owners
of the Company(1) 79.6 147.9
Add loss/(deduct gain) on revaluation of investment
properties(2) 9.8 (140.9)
(Deduct gain)/add loss on disposal of properties
(net of related tax)(3) (4.7) 0.6
Deduct recoveries from prior disposals of subsidiaries
(net of related tax) (4) - (0.1)
Refinancing costs, exit fees and prepayment penalties(5) - 7.8
Goodwill impairment(6) - 40.9
Acquisition costs in relation to business combinations(7) - 5.3
Change in fair value of derivative financial instruments(8) (0.9) (1.0)
Deferred tax in respect of EPRA fair value movements
on investment properties(9) 4.3 14.8
NCI relating to revaluation (net of related tax)(10) - 0.2
Add loss/(deduct gain) on revaluation of investment
property relating to associates(11) 0.5 (6.0)
Tax in relation to the revaluation gains/losses on
investment property relating to associates(12) (0.4) 1.2
------------------------------------------------------------ ---------- ----------
EPRA earnings (13) 88.2 70.7
------------------------------------------------------------ ---------- ----------
Notes:
(1) Presents the profit attributable to owners of the Company which has been extracted from the consolidated income statement within the consolidated financial statements.
(2) Presents the gain or loss on revaluation of investment properties which has been extracted from the consolidated income statement within the consolidated financial statements.
(3) Presents the gain or loss on disposal of properties (net of related tax) which has been extracted from note 12 within the consolidated financial statements.
(4) Presents the recoveries from prior disposals of subsidiaries (net of related tax) which has been extracted from the consolidated income statement within the consolidated financial statements.
(5) Presents the refinancing costs, exit fees and prepayment penalties which have been extracted from note 10 within the consolidated financial statements.
(6) Presents the goodwill impairment which has been extracted from the consolidated income statement within the consolidated financial statements.
(7) Presents the acquisition costs in relation to business combinations which have been extracted from note 4 within the consolidated financial statements.
(8) Presents the change in fair value of derivative financial instruments which has been extracted from the consolidated income statement within the consolidated financial statements.
(9) Presents deferred tax relating to origination and reversal of temporary differences of the EPRA fair value movements on investment properties which has been extracted from note 11 within the consolidated financial statements.
(10) Presents the non-controlling interest relating to revaluation (net of related tax) which has been extracted from note 12 within the consolidated financial statements.
(11) Presents the gain or loss on revaluation of investment property relating to associates which has been extracted from note 12 within the consolidated financial statements.
(12) Presents tax in relation to the revaluation gains/losses on investment property relating to associates which has been extracted from note 12 within the consolidated financial statements.
(13) Presents the EPRA earnings for the year.
Table B - Adjusted net asset value
31 March 31 March
2023 2022
EURm EURm
------------------------------------------------------------- -------- --------
Net asset value
Net asset value for the purpose of assets per share
(total equity attributable to the owners of the company)(1) 1,197.1 1,190.7
Deferred tax liabilities(2) 80.2 75.9
Derivative financial instruments at fair value(3) (1.3) (0.3)
------------------------------------------------------------- -------- --------
Adjusted net asset value attributable to owners
of the Company (4) 1,276.0 1,266.3
------------------------------------------------------------- -------- --------
Notes:
(1) Presents the net asset value for the purpose of assets per share (total equity attributable to the owners of the company) which has been extracted from the consolidated statement of financial position within the consolidated financial statements
(2) Presents the net deferred tax liabilities or assets which have been extracted from the consolidated statement of financial position within the consolidated financial statements relating to valuation movements, derivative financial instruments and LTIP valuation.
(3) Presents current derivative financial instrument assets which have been extracted from the consolidated statement of financial position within the consolidated financial statements.
(4) Presents the adjusted net asset value attributable to the owners of the Company as at year end.
Table C - EPRA net asset measures
EPRA NRV EPRA NTA EPRA NDV
31 March 2023 EURm EURm EURm
------------------------------------------- -------- -------- --------
Net asset value as at year end (basic)(1) 1,197.1 1,197.1 1,197.1
------------------------------------------- -------- -------- --------
Diluted EPRA net asset value at fair value 1,197.1 1,197.1 1,197.1
------------------------------------------- -------- -------- --------
Group
Derivative financial instruments at fair
value(2) (1.3) (1.3) n/a
Deferred tax in respect of EPRA fair value
movements on investment properties(3) 80.2 80.1 n/a
Intangibles(4) n/a (4.1) n/a
Fair value of fixed interest rate debt(5) n/a n/a 99.2
Real estate transfer tax(6) 164.4 n/a n/a
Investment in associate
Deferred tax in respect of EPRA fair value
movements on investment properties(3) 7.0 7.0 n/a
Fair value of fixed interest rate debt(5) n/a n/a 9.9
Real estate transfer tax(6) 9.3 n/a n/a
------------------------------------------- -------- -------- --------
Total EPRA NRV, NTA and NDV (7) 1,456.7 1,278.8 1,306.2
------------------------------------------- -------- -------- --------
EPRA NRV EPRA NTA EPRA NDV
31 March 2022 EURm EURm EURm
------------------------------------------- -------- -------- --------
Net asset value as at year end (basic)(1) 1,190.7 1,190.7 1,190.7
------------------------------------------- -------- -------- --------
Diluted EPRA net asset value at fair value 1,190.7 1,190.7 1,190.7
------------------------------------------- -------- -------- --------
Group
Derivative financial instruments at fair
value(2) (0.3) (0.3) n/a
Deferred tax in respect of EPRA fair value
movements on investment properties(3) 75.9 75.6* n/a
Intangibles(4) n/a (4.3) n/a
Fair value of fixed interest rate debt(5) n/a n/a (22.2)
Real estate transfer tax(6) 160.7 n/a n/a
Investment in associate
Deferred tax in respect of EPRA fair value
movements on investment properties(3) 6.5 6.5* n/a
Fair value of fixed interest rate debt(5) n/a n/a 2.1
Real estate transfer tax(6) 9.1 n/a n/a
------------------------------------------- -------- -------- --------
Total EPRA NRV, NTA and NDV (7) 1,442.6 1,268.2 1,170.6
------------------------------------------- -------- -------- --------
* The Company intends to hold and does not intend in the long term to sell any of the investment properties and has excluded such deferred taxes for the whole portfolio as at year end except for deferred tax in relation to assets held for sale.
Notes:
(1) Presents the net asset value for the purpose of assets per share (total equity attributable to the owners of the company) which has been extracted from the consolidated statement of financial position within the consolidated financial statements.
(2) Presents current derivative financial instrument assets which have been extracted from the consolidated statement of financial position within the consolidated financial statements.
(3) Presents for the Group the net deferred tax liabilities or assets which have been extracted from note 11 within the consolidated financial statements and for EPRA NTA only the additional credit adjustment for the deferred tax expense relating to assets held for sale of EUR0.1m (2022: EUR0.3m). For investment in associates the deferred tax income/(expense) arising on revaluation losses/gains amounted to EUR0.4m (2022: EUR6.6m).
(4) Presents the net book value of software and licences with definite useful life which has been extracted from note 17 within the consolidated financial statements.
(5) Presents the fair value of financial liabilities and assets on the statement of financial position, net of any related deferred tax.
(6) Presents the add-back of purchasers' costs in order to reflect the value prior to any deduction of purchasers' costs, as shown in the Valuation Certificate of Cushman & Wakefield LLP.
(7) Presents the EPRA NRV, EPRA NTA and EPRA NDV, respectively, as at year end.
Table D - EPRA LTV metric
Proportionate
consolidation
--------------
Investment
Group in associates Total
31 March 2023 EURm EURm EURm
-------------------------------------- ------- -------------- -------
Interest-bearing loans and borrowings
(1) 264.4 52.1 316.5
Corporate bonds (2) 700.0 - 700.0
Net payables(3) 71.0 4.5 75.5
Cash and cash equivalents(4) (124.3) (8.6) (132.9)
-------------------------------------- ------- -------------- -------
Net debt (a) (5) 911.1 48.0 959.1
-------------------------------------- ------- -------------- -------
Investment properties (6) 2,123.0 124.2 2,247.2
Assets held for sale (7) 8.8 - 8.8
Plant and equipment (8) 7.2 - 7.2
Intangible assets (9) 4.1 - 4.1
Loan to associates(10) 44.3 - 44.3
-------------------------------------- ------- -------------- -------
Total property value (b) (11) 2,187.4 124.2 2,311.6
-------------------------------------- ------- -------------- -------
EPRA LTV (a/b) (12) 41.7% 38.6% 41.5%
-------------------------------------- ------- -------------- -------
Proportionate
consolidation
--------------
Investment
Group in associates Total
31 March 2022 EURm EURm EURm
-------------------------------------- ------- -------------- -------
Interest-bearing loans and borrowings
(1) 281.5 51.9 333.4
Corporate bonds (2) 700.0 - 700.0
Net payables(3) 70.7 3.1 73.8
Cash and cash equivalents(4) (151.0) (6.2) (157.2)
-------------------------------------- ------- -------------- -------
Net debt (a) (5) 901.2 48.8 950.0
-------------------------------------- ------- -------------- -------
Investment properties (6) 2,100.0 122.4 2,222.4
Assets held for sale (7) 13.8 - 13.8
Plant and equipment (8) 5.5 - 5.5
Intangible assets (9) 4.3 - 4.3
Loan to associates(10) 44.2 - 44.2
-------------------------------------- ------- -------------- -------
Total property value (b) (11) 2,167.8 122.4 2,290.2
-------------------------------------- ------- -------------- -------
EPRA LTV (a/b) (12) 41.6% 39.9% 41.5%
-------------------------------------- ------- -------------- -------
Notes:
(1) Presents the interest-bearing loans and borrowings which have been extracted from the consolidated statement of financial position within the consolidated financial statements less the corporate bonds which have been extracted from note 24 within the consolidated financial statements.
(2) Presents the corporate bonds which have been extracted from note 24 within the consolidated financial statements.
(3) Presents the net payables, which is the sum of trade and other receivables, derivative financial instruments, trade and other payables, current tax liabilities (all of which have been extracted from the consolidated statement of financial position within the consolidated financial statements) and guarantees and deposits which have been extracted from note 19 within the consolidated financial statements.
(4) Presents the cash and cash equivalents which have been extracted from the consolidated statement of financial position within the consolidated financial statements.
(5) Presents the net debt, which is the sum of interest-bearing loans and borrowings, corporate bonds, net payables, less cash and cash equivalents which have been extracted from note 24 within the consolidated financial statements.
(6) Presents the investment properties values which have been extracted from the consolidated statement of financial position within the consolidated financial statements.
(7) Presents the assets held for sale which have been extracted from the consolidated statement of financial position within the consolidated financial statements.
(8) Presents the plant and equipment which have been extracted from the consolidated statement of financial position within the consolidated financial statements.
(9) Presents the intangible assets which have been extracted from the consolidated statement of financial position within the consolidated financial statements.
(10) Presents the loan to associates which has been extracted from note 25 within the consolidated financial statements.
(11) Presents the total property value, which is the sum of investment properties, assets held for sale, plant and equipment, intangible assets and loan to associates.
(12) Presents the EPRA LTV which is net debt divided by total property value in percentage.
Table E - Adjusted profit before tax and funds from operations
Year ended Year ended
31 March 31 March
2023 2022
EURm EURm
------------------------------------------------------- ---------- ----------
Reported profit before tax (1) 87.0 168.9
Adjustments for:
Loss/(gain) on revaluation of investment properties(2) 9.8 (140.9)
Deficit on revaluation relating to leased investment
properties(3) (1.5) (5.6)
(Gain)/loss on disposals of properties(4) (4.7) 0.6
Recoveries from prior disposals of subsidiaries(5) - (0.1)
Loss/(gain) on revaluation of investment property
from associates and related tax(6) 0.1 (4.8)
Other adjusting items(7) 6.2 19.1
Goodwill impairment(8) - 40.9
Change in fair value of financial derivatives(9) (0.9) (1.0)
------------------------------------------------------- ---------- ----------
Adjusted profit before tax (10) 96.0 77.1
Adjustments for:
Foreign exchange effects(11) 0.2 (1.9)
Depreciation and amortisation (excluding depreciation
relating to IFRS 16)(12) 3.4 2.4
Amortisation of financing fees(13) 3.3 2.6
Adjustment in respect of IFRS 16(14) 2.2 0.5
Current taxes incurred(15) (3.0) (6.1)
------------------------------------------------------- ---------- ----------
Funds from operations (16) 102.1 74.6
------------------------------------------------------- ---------- ----------
Notes:
(1) Presents profit before tax which has been extracted from the consolidated income statement within the consolidated financial statements.
(2) Presents the gain or loss on revaluation of investment properties which has been extracted from the consolidated income statement within the consolidated financial statements.
(3) Presents the deficit on revaluation relating to leased investment properties which has been extracted from note 14 within the consolidated financial statements.
(4) Presents the gain or loss on disposal of properties which has been extracted from the consolidated income statement within the consolidated financial statements.
(5) Presents the recoveries from prior disposals of subsidiaries which have been extracted from the consolidated income statement within the consolidated financial statements.
(6) Presents the gain or loss on revaluation of investment property relating to associates and related tax which has been extracted from note 12 within the consolidated financial statements.
(7) Presents the total adjusting items which have been extracted from note 12 within the consolidated financial statements.
(8) Presents the goodwill impairment which has been extracted from the consolidated income statement within the consolidated financial statements.
(9) Presents the change in fair value of derivative financial instruments which has been extracted from the consolidated income statement within the consolidated financial statements.
(10) Presents the adjusted profit before tax for the year.
(11) Presents the net foreign exchange gains or losses as included in other administration costs in note 7 within the consolidated financial statements.
(12) Presents depreciation of plant and equipment and amortisation of intangible assets which have been extracted from note 7 within the consolidated financial statements.
(13) Presents amortisation of capitalised finance costs which has been extracted from note 10 within the consolidated financial statements.
(14) Presents the differential between the expense recorded in the consolidated income statement for the year relating to head leases in accordance with IFRS 16 amounting to EUR4.5m (2022: EUR6.9m) and the actual cash expense recorded in the consolidated statement of cash flows for the year amounting to EUR2.3m (2022: EUR6.3m).
(15) Presents the total current income tax which has been extracted from note 11 within the consolidated financial statements.
(16) Presents the funds from operations for the year.
Glossary of terms
Adjusted earnings is the earnings attributable to the owners of the
after tax Company, adjusted for the effect of the gains/losses
on revaluation of investment properties and related
tax, (also to associates net of related tax), gains/losses
on disposal of properties and related tax, recoveries
from prior disposals of subsidiaries (net of related
tax), NCI relating to revaluation (net of related
tax), goodwill impairment, changes in fair value
of derivative financial instruments (net of related
tax and NCI), revaluation expense relating to leased
investment properties, adjusting items (net of related
tax and NCI)
---------------------- --------------------------------------------------------------
Adjusted net asset is the assets attributable to the owners of the
value Company adjusted for derivative financial instruments
at fair value and net deferred tax liabilities/assets
---------------------- --------------------------------------------------------------
Adjusted profit is the reported profit before tax adjusted for the
before tax effect of gains/losses on revaluation of investment
properties, deficit on revaluation relating to lease
investment properties, gains/losses on disposal
of properties, recoveries from prior disposals of
subsidiaries, gains/losses on revaluation of investment
property from associates and related tax, other
adjusting items, goodwill impairment and changes
in fair value of derivative financial instruments
---------------------- --------------------------------------------------------------
Annualised acquisition is the income generated by a property less directly
net operating income attributable costs at the date of acquisition expressed
in annual terms. Please see "annualised rent roll"
definition below for further explanatory information
---------------------- --------------------------------------------------------------
Annualised acquisition is the contracted rental income of a property at
rent roll the date of acquisition expressed in annual terms.
Please see "annualised rent roll" definition below
for further explanatory information
---------------------- --------------------------------------------------------------
Annualised rent is the contracted rental income of a property at
roll a specific reporting date expressed in annual terms.
Unless stated otherwise the reporting date is 31
March 2023. Annualised rent roll should not be interpreted
or used as a forecast or estimate. Annualised rent
roll differs from rental income described in note
5 of the Interim Report and reported within revenue
in the audited consolidated income statement for
reasons including:
* annualised rent roll represents contracted rental
income at a specific point in time expressed in
annual terms;
* rental income as reported within revenue represents
rental income recognised in the period under review;
and
* rental income as reported within revenue includes
accounting adjustments including those relating to
lease incentives
---------------------- --------------------------------------------------------------
Capital value is the market value of a property divided by the
total sqm of a property
---------------------- --------------------------------------------------------------
Company is Sirius Real Estate Limited, a company incorporated
in Guernsey and resident in the United Kingdom for
tax purposes, whose shares are publicly traded on
the Main Market of the London Stock Exchange (primary
listing) and the Main Board of the Johannesburg
Stock Exchange (primary listing)
---------------------- --------------------------------------------------------------
Cumulative total is the return calculated by combining the movement
return in investment property value net of capex with the
total net operating income less bank interest over
a specified period of time
---------------------- --------------------------------------------------------------
EPRA earnings is earnings after adjusting for gains/losses on
revaluation of investment properties, gains/losses
on disposal of properties (net of related tax),
recoveries from prior disposals of subsidiaries
(net of related tax), refinancing costs, exit fees
and prepayment penalties, goodwill impairment, acquisition
costs in relation to business combinations, changes
in fair value of derivative financial instruments,
(collectively, the "EPRA earnings adjustments"),
deferred tax in respect of the EPRA earnings adjustments,
NCI relating to revaluation (net of related tax),
gains/losses on revaluation of investment property
relating to associates and the related tax thereon
---------------------- --------------------------------------------------------------
EPRA loan to value is the ratio of net debt to total property value
as defined in note 24. It includes all capital which
is not equity as debt, irrespective of its IFRS
classification, and is based upon proportional consolidation,
therefore including the Group's share in the net
debt and net assets of associates. Assets are included
at fair value, net debt at nominal value.
---------------------- --------------------------------------------------------------
EPRA net reinstatement is the net asset value after adjusting for derivative
value financial instruments at fair value, deferred tax
relating to valuation movements and derivative financial
instruments and real estate transfer tax presented
in the Valuation Certificate, including the amounts
of the above related to the investment in associates
---------------------- --------------------------------------------------------------
EPRA net tangible assets is the net asset value after adjusting for derivative financial
instruments at fair value,
deferred tax relating to valuation movements (just for the part of the
portfolio that the
Company intends to hold should be excluded) and derivative financial
instruments and intangible
assets as per the note reference in the audited consolidated statement
of financial position,
including the amounts of the above related to the investment in
associates. It also takes
into account the effect of the granting of shares relating to long-term
incentive plans
-------------------------------------------- ------------------------------------------------------------------------
EPRA net disposal value is the net asset value after adjusting for the fair value of fixed
interest rate debt, including
the amounts of the above related to the investment in associates
-------------------------------------------- ------------------------------------------------------------------------
EPRA net initial yield is the annualised rent roll based on the cash rents passing at reporting
date, less non-recoverable
property operating expenses, divided by the market value of the
property, increased with (estimated)
purchasers' costs
-------------------------------------------- ------------------------------------------------------------------------
EPRA net yield is the net operating income generated by a property expressed as a
percentage of its value
plus purchase costs
-------------------------------------------- ------------------------------------------------------------------------
ERV is the estimated rental value which is the annualised rental income at
100% occupancy
-------------------------------------------- ------------------------------------------------------------------------
Funds from operations is adjusted profit before tax adjusted for depreciation and amortisation
(excluding depreciation
relating to IFRS 16), amortisation of financing fees, net foreign
exchange differences, adjustment
in respect of IFRS 16 and current tax excluding tax on disposals
-------------------------------------------- ------------------------------------------------------------------------
Geared IRR is an estimate of the rate of return taking into consideration debt
-------------------------------------------- ------------------------------------------------------------------------
Gross loan to value ratio is the ratio of principal value of total debt to the aggregated value of
investment property
-------------------------------------------- ------------------------------------------------------------------------
Group comprises that of the Company and its subsidiaries
-------------------------------------------- ------------------------------------------------------------------------
Like for like refers to the manner in which metrics are subject to adjustment in order
to make them directly
comparable. Like-for-like adjustments are made in relation to annualised
rent roll, rate and
occupancy and eliminate the effect of asset acquisitions and disposals
that occur in the reporting
period
-------------------------------------------- ------------------------------------------------------------------------
Net loan to value ratio is the ratio of principal value of total debt less cash, excluding that
which is restricted
in contractual terms, to the aggregate value of investment property
-------------------------------------------- ------------------------------------------------------------------------
Net operating income is the rental, service charge and other income generated from investment
and managed properties
less directly attributable costs
-------------------------------------------- ------------------------------------------------------------------------
Net yield is the net operating income generated by a property expressed as a
percentage of its value
-------------------------------------------- ------------------------------------------------------------------------
Occupancy is the percentage of total lettable space occupied as at reporting date
-------------------------------------------- ------------------------------------------------------------------------
Operating cash flow on investment (geared) is an estimate of the rate of return based on operating cash flows and
taking into consideration
debt
-------------------------------------------- ------------------------------------------------------------------------
Operating cash flow on investment (ungeared) is an estimate of the rate of return based on operating cash flows
-------------------------------------------- ------------------------------------------------------------------------
Operating profit is the net operating income adjusted for gain on revaluation of
investment properties, gains/losses
on disposal of properties, recoveries from prior disposals of
subsidiaries, administrative
expenses and share of profit of associates
-------------------------------------------- ------------------------------------------------------------------------
Rate for the German portfolio is rental income per sqm expressed on a monthly
basis as at a specific
reporting date
for the UK portfolio is rental income (includes estimated service charge
element) per sqm
expressed on a monthly basis as at a specific reporting date in euro
for the UK portfolio is rental income (includes estimated service charge
element) per sq ft
expressed on an annual basis as at a specific reporting date in GBP
-------------------------------------------- ------------------------------------------------------------------------
Senior Management Team as set out on page 88 of the Group's Annual Report and Accounts 2023
-------------------------------------------- ------------------------------------------------------------------------
Sirius comprises that of the Company and its subsidiaries
-------------------------------------------- ------------------------------------------------------------------------
Total debt is the aggregate amount of the interest-bearing loans and borrowings
-------------------------------------------- ------------------------------------------------------------------------
Total shareholder accounting return is the return obtained by a shareholder calculated by combining both
movements in adjusted
NAV per share and dividends paid
-------------------------------------------- ------------------------------------------------------------------------
Total return is the return for a set period of time combining valuation movement and
income generated
-------------------------------------------- ------------------------------------------------------------------------
Ungeared IRR is an estimate of the rate of return
-------------------------------------------- ------------------------------------------------------------------------
Weighted average cost of debt is the weighted effective rate of interest of loan facilities expressed
as a percentage
-------------------------------------------- ------------------------------------------------------------------------
Weighted average debt expiry is the weighted average time to repayment of loan facilities expressed
in years
-------------------------------------------- ------------------------------------------------------------------------
Corporate directory
SIRIUS REAL ESTATE LIMITED
(Incorporated in Guernsey)
Company number: 46442
JSE Share Code: SRE
LSE (GBP) Share Code: SRE
LEI: 213800NURUF5W8QSK566
ISIN Code: GG00B1W3VF54
Registered office
Elizabeth House
Les Ruettes Brayes
St Peter Port
Guernsey GY1 1EW
Channel Islands
Registered number
Incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended, under number 46442
Company Secretary
A Gallagher
Sirius Real Estate Limited
Elizabeth House
Les Ruettes Brayes
St Peter Port
Guernsey GY1 1EW
Channel Islands
UK solicitors
Norton Rose Fulbright LLP
3 More London Riverside
London SE1 2AQ
United Kingdom
Financial PR
FTI Consulting LLP
200 Aldersgate Street
London EC1A 4HD
United Kingdom
JSE sponsor
PSG Capital Proprietary Limited
1st Floor, Ou Kollege
35 Kerk Street
Stellenbosch 7600
South Africa
Joint broker
Peel Hunt LLP
Moor House
120 London Wall
London EC2Y 5ET
United Kingdom
Joint broker
Berenberg
60 Threadneedle Street
London EC2R 8HP
United Kingdom
Property valuer
Cushman & Wakefield LLP
Rathenauplatz 1
60313 Frankfurt am Main
Germany
Independent auditor
Ernst & Young LLP
PO Box 9, Royal Chambers
St Julian's Avenue
St Peter Port
Guernsey GY1 4AF
Channel Islands
Guernsey solicitors
Carey Olsen (Guernsey) LLP
PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey GY1 4BZ
Channel Islands
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.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
END
FR UPUBGQUPWPGC
(END) Dow Jones Newswires
June 05, 2023 02:00 ET (06:00 GMT)
1 Year Sirius Real Estate Ld Chart |
1 Month Sirius Real Estate Ld Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
