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UANC Urban&civic Plc

344.50
0.00 (0.00%)
09 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Urban&civic Plc LSE:UANC London Ordinary Share GB00BKT04W07 ORD 20P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 344.50 344.50 345.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Urban&Civic plc Notification of Transfer to Premium Listing (3971U)

28/03/2019 6:16pm

UK Regulatory


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TIDMUANC

RNS Number : 3971U

Urban&Civic plc

28 March 2019

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER SECURITIES IN THE COMPANY NOR SHALL IT FORM THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.

28 March 2019

Urban&Civic plc

Notification of Transfer to the Premium Listing Segment

Urban&Civic plc ("Urban&Civic" or the "Company" and, together with its subsidiaries from time to time, the "Group") announces that it is proposing to transfer the listing category of its ordinary shares (the "Ordinary Shares") from the Standard Listing segment to the Premium Listing segment of the Official List of the Financial Conduct Authority (the "FCA") (the "Official List") under Rule LR5.4A of the Listing Rules issued by the FCA (the "Listing Rules") (the "Transfer").

The provision of a minimum 20 business days' notice (which period commenced by way of today's announcement) is required to effect the Transfer. No shareholder approval is required in connection with the Transfer. It is anticipated that the Transfer will take effect at 8.00am on 30 April 2019, conditional on the approval of the FCA.

   1.    Background to and reasons for the Transfer 

Urban&Civic came to market as a result of the reverse takeover of Terrace Hill plc in May 2014 and the Ordinary Shares were admitted to the Standard Listing segment of the Official List on 22 May 2014 ("Admission"). In light of the recent changes to the Listing Rules that has resulted in the introduction of LR6.12, which provides a new concessionary route to a Premium Listing for property companies, the Company is now eligible for a Premium Listing.

It is anticipated that, subject to the Transfer becoming effective and other conditions being met, the Company will be considered for inclusion into the FTSE UK Index Series in due course.

The Company has therefore requested that the FCA approves the Transfer with effect from 8.00am on 30 April 2019. All of the Ordinary Shares in issue at such time shall be subject to the Transfer. As at 27 March 2019 (being the latest practicable date prior to this announcement), the Company had 145,116,606 Ordinary Shares in issue.

   2.    Effect of the Transfer 

No changes to the business of the Group have been or are proposed to be made, in connection with the Transfer.

The board of directors of the Company (the "Board") believes that the Transfer will bring with it a number of benefits to the Company and its shareholders. In particular, the Board believes the Transfer will:

-- provide an appropriate platform for the continued growth of the Group, further raise its profile and allow exposure to a wider investor base, enhancing the liquidity of the Company's shares;

-- enable the Ordinary Shares to be considered for inclusion in the FTSE UK Index Series which are widely utilised investment benchmarks for institutional investors; and

-- benefit the Company's shareholders by illustrating its commitment to corporate governance of the highest standard through its adherence to Premium Listing standards which include governance, regulatory and reporting compliance requirements, although the Company already adopts many of the standards which apply to companies with a Premium Listing.

Following the Transfer, certain additional provisions of the Listing Rules, which since Admission have only applied on a voluntary basis, will apply to the Company. These provisions, set out in Chapters 6 to 13 (inclusive) of the Listing Rules, include the following matters:

-- the application of certain additional requirements that are specific to companies with a Premium Listing (Chapter 6);

   --     the application of the Premium Listing Principles (Chapter 7); 
   --     the requirement to appoint a sponsor in certain circumstances (Chapter 8); 

-- the requirement to comply with various continuing obligations, including requirements relating to further issues of shares, to comply with all relevant provisions of the UK Corporate Governance Code (the "Code") (or to provide an explanation for any non-compliance in its annual financial report) and requirements relating to notifications and contents of financial information (Chapter 9);

-- the requirement to announce, or obtain shareholder approval for, certain transactions (depending on their size and nature) and for certain transactions with "related parties" of the Company (Chapters 10 and 11);

-- certain restrictions in relation to the Company dealing in its own securities and treasury shares (Chapter 12); and

-- various specific content requirements that will apply to circulars issued by the Company to its shareholders (Chapter 13).

   3.    Working capital 

The Company is of the opinion that the working capital available to the Group is sufficient for its present requirements, that is for at least the next twelve months from the date of this announcement

   4.    Corporate governance 

The Board is committed to, and recognises the importance and value of good corporate governance. Since Admission, the Board has based its corporate governance approach on voluntarily reporting its compliance with the Code. As at the date of this announcement, the Company complies fully with the Code. The annual report and accounts of the Group in respect of the financial year ended 30 September 2018 describes how the Company applied and complied with the provisions of the Code throughout that financial year. The annual report and accounts of the Group in respect of the financial year ended 30 September 2019 will also include such a statement. The Company acknowledges that a revised version of the Code was published in July 2018 and will apply to accounting periods beginning on or after 1 January 2019.

   5.    Further Listing Rule Requirements 

Independent business

The Group's business focuses on large scale strategic sites where, as Master Developer, it is bringing forward in excess of 8,500 acres of land predominantly within 100 miles of London through a fully serviced land parcel model. In addition, the Group's business covers commercial developments as well as strategic land promotion through its subsidiary, Catesby Estates plc. The revenue created by these other business divisions allows the Group to reinvest further in its strategic site portfolio.

The Group operates its business in an independent capacity and the Company carries on an independent business as its main activity. The Group has strategic control over its ability to earn revenue and freedom to implement its business strategy.

In particular, the majority of the Group's consolidated revenues derive from the portfolio of strategic sites and properties that it owns, operates, or promotes. The residual balance of revenue currently arises from the Group's 50 per cent interest in the strategic site at Rugby Radio Station and an 82.2 per cent interest in a strategic site in Newark.

Control of the business

As detailed above, the Group's business focuses on large scale strategic sites. The Group has operational control over all of its strategic sites, save for Rugby Radio Station and Wintringham. Where the Group has operational control, it has 100 per cent ownership interests in all of these strategic sites, save for Newark in which it has an 82.2% controlling interest (after an additional priority position).

The Group has a 50 per cent interest in the strategic site at Rugby Radio Station; and a one-third interest in the site at Wintringham. No activity can be carried out at any of these sites without the Group's knowledge or control, save that, in relation to Rugby Radio Station and Wintringham, the Group is not able to vote on board matters in which it has a conflict of interest. The Company is the Master Developer on both of these sites and therefore pursuant to the development management agreements in place, it takes the leading role in all operational and strategic activities in respect of both of these joint ventures.

The lack of operational control at the strategic land sites at Rugby Radio Station and Wintringham is not deemed material in the context of the Group as a whole. For example, Rugby Radio Station accounts for approximately 19 per cent of the total consented and allocated homes for all strategic sites and Wintringham accounts for approximately 9 per cent. Similarly, Rugby Radio Station accounts for approximately 18 per cent of the Group's property portfolio as valued by CBRE Limited ("CBRE") as at 31 December 2018 (see paragraph 9 below); and Wintringham accounts for approximately 5 per cent.

The Group also has day-to-day operational control over, and 100 per cent ownership interests in, all of its commercial developments and strategic land promotion business (with the exception of a 50 per cent interest in Manchester New Square).

Constitutional arrangements

The Company has in place a constitution that allows it to comply with the rules and regulations relevant to a Premium Listing and, pursuant to the policies adopted by the Company, the Board shall be responsible for ensuring that the Company continues to comply with such requirements.

   6.    City Code on Takeovers and Mergers ("UK Takeover Code") 

As the Company has its registered office in the UK and its Ordinary Shares are admitted to trading on the Main Market of London Stock Exchange plc, it is currently and, following the Transfer, will remain subject to the UK Takeover Code.

   7.    Appointment of sponsor 

J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is acting as sole sponsor to the Company in relation to the Transfer.

   8.    Financial information on Urban&Civic 

The relevant pages of the documents listed below are incorporated by reference into this announcement and copies of the documents are available free of charge from the Company's offices at 50 New Bond Street, London W1S 1BJ from the date of this announcement up to and including the date of Transfer, and from the Company's website at www.urbanandcivic.com.

 
 Information incorporated by      Reference document            Relevant pages 
  reference into this document                                   in reference 
                                                                 document 
                                  Directors' report and 
                                   Directors' responsibility 
                                   statement 
 
                                   Independent auditor's 
                                   report                       111 to 115 
 
                                   Consolidated statement 
                                   of                            118 to 121 
                                   comprehensive income 
                                                                 122 
                                   Consolidated balance 
                                   sheet 
                                                                 123 
                                   Consolidated statement 
                                   of changes in equity          124 
 
                                   Consolidated cash flow 
 Financial information of the      statement                     125 
  Group for the financial year 
  ended 30 September 2016 and      Notes to the consolidated 
  audit report thereon             financial statements          126 to 163 
                                  Directors' report and 
                                   Directors' responsibility 
                                   statement 
 
                                   Independent auditor's 
                                   report                       121 to 125 
 
                                   Consolidated statement        128 to 132 
                                   of 
                                   comprehensive income 
                                                                 133 
                                   Consolidated balance 
                                   sheet 
                                                                 134 
                                   Consolidated statement 
                                   of changes in equity          135 
 
                                   Consolidated cash flow 
 Financial information of the      statement                     136 
  Group for the financial year 
  ended 30 September 2017 and      Notes to the consolidated 
  audit report thereon             financial statements          137 to 171 
                                  Directors' report and 
                                   Directors' responsibility 
                                   statement 
 
                                   Independent auditor's 
                                   report                       114 to 117 
 
                                   Consolidated statement 
                                   of                            120 to 125 
                                   comprehensive income 
                                                                 126 
                                   Consolidated balance 
                                   sheet 
                                                                 127 
                                   Consolidated statement 
                                   of changes in equity          128 
 
                                   Consolidated cash flow 
 Financial information of the      statement                     129 
  Group for the financial year 
  ended 30 September 2018 and      Notes to the consolidated 
  audit report thereon             financial statements          130 to 165 
-------------------------------  ----------------------------  --------------- 
 
   9.    Valuation of the Group's properties 

As required by Rule LR6.12.1 of the Listing Rules, the Company has commissioned a valuation report of its properties to help demonstrate that it has three years of development of its real estate assets represented by increases of the gross asset value of such assets.

The freehold and leasehold assets held within the Group were independently valued as at 31 December 2018 by CBRE, acting in the capacity of External Valuers as defined in the RICS Red Book. The valuations accord with the requirements of IFRS 13, FRS 102 and the 2017 Edition of the RICS Valuation - Global Standards (incorporating the International Valuation Standards) (the "RICS Red Book"). A copy of the valuation report is set out in Annex to this announcement.

The Directors of the Company and CBRE confirm that as at the date of this report, they are not aware of any material changes to the properties which would affect the valuation between the effective date of the valuation and the date of the report provided in the Annex to this announcement.

10. Consents

J.P. Morgan Cazenove has given and has not withdrawn its written consent to the inclusion in this announcement of the references to its name in the form and context in which they are included.

CBRE has given and has not withdrawn its written consent to the inclusion in this announcement of the valuation report in the Annex to this announcement and the references thereto and to its name in the form and context in which they are included.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of the Company is Heather Williams, Company Secretary.

Enquiries

J.P. Morgan Cazenove

(Sponsor)

Bronson Albery / Tara Morrison 0207 742 4000

FTI Consulting

Dido Laurimore

0203 727 1000

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of the Company. The Company is not offering any Ordinary Shares or other securities in connection with the proposals described in this announcement. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in the Company or securities in any other entity, in any jurisdiction, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA, is acting exclusively for the Company and no one else in connection with the proposed Transfer, and will not regard any other person as a client in relation to the proposed Transfer, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice, in relation to the proposed Transfer or any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove by the Financial Services and Markets Act 2000 ("FSMA") or the regulatory regime established thereunder, neither J.P. Morgan Cazenove nor any of its affiliates, directors, officers, employees, agents or advisers owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of J.P. Morgan Cazenove in connection with this announcement, any statement contained herein or otherwise, nor makes any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement purported to be made by J.P. Morgan Cazenove, or on behalf of J.P. Morgan Cazenove in connection with the Company or the Transfer. J.P. Morgan Cazenove accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability to any person who is not a client of J.P. Morgan Cazenove, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "projects", "assumes", "expects", "intends", "may", "will", "would" or "should", or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Group's result of operations, financial condition, prospects, growth strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, market position, the Company's earnings, financial position, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

The contents of this paragraph relating to forward-looking statements are not intended to qualify the statement made as to the sufficiency of working capital in this announcement.

Subject to the Company's regulatory obligations, including under the Listing Rules, the Disclosure Guidance and Transparency Rules, the EU Market Abuse Regulation (EU) No 596/2014 and the FSMA, neither the Company nor J.P. Morgan Cazenove undertakes any obligation to update publicly or revise any forward looking-statement whether as a result of new information, future events or otherwise. None of the statements made in this announcement in any way obviates the requirements of the Company to comply with its regulatory obligations.

The timetable to Transfer set out in this announcement is subject to change and amendment. There can be no assurance that the Transfer will become effective in the timeframe set out in this announcement or at all.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

ANNEX

 
    VALUATION REPORT 
    In respect of: 
 
     Urban&Civic plc Property Portfolio 
    On behalf of: 
     J.P. Morgan Securities plc and Urban&Civic plc 
    Date of Valuation: 31 December 2018 
     Date of Report: 28 March 2019 
 

Valuation Report

 
Report Date              28 March 2019 
Addressee                J.P. Morgan Securities plc 
                          25 Bank Street 
                          London E14 5JP 
 
                          (in its capacity as sponsor to Urban&Civic) 
 
                          Urban&Civic plc ("Urban&Civic") 
                          50 New Bond Street 
                          London W1S 1BJ 
                         (together, the Addressees) 
The Properties 
                           See Schedule of Properties below. 
Instruction              To value the unencumbered freehold and leasehold 
                          interest in the Properties on the basis of Market 
                          Value as at the Valuation date in accordance with 
                          the terms of engagement entered into between CBRE 
                          and J.P. Morgan Securities plc and Urban&Civic 
                          plc dated 23 November 2018. 
Valuation Date           31 December 2018. 
Capacity of Valuer       External Valuer, as defined in the RICS Valuation 
                          - Global Standards 2017. 
Purpose                  We understand that our Valuation is required for 
                          inclusion in an announcement to be issued by Urban&Civic 
                          28 March 2019 ("Announcement") in connection with 
                          Urban&Civic's proposed transfer of the listing 
                          category of its ordinary share capital from the 
                          Standard Listing Segment to the Premium Listing 
                          Segment of the Official List of the Financial Conduct 
                          Authority ("Purpose"). 
                          The effective date of our Valuation is 31 December 
                          2018. 
Market Value of          GBP559,520,000 (Five Hundred and Fifty Nine Million, 
 Urban&Civic's Interest   Five Hundred and Twenty Thousand Pounds) exclusive 
 in the Properties        of VAT, as shown in the Schedule of Capital Values 
                          set out below. 
                         We have valued the Properties individually and 
                          no account has been taken of any discount or premium 
                          that may be negotiated in the market if all or 
                          part of the portfolio was to be marketed simultaneously, 
                          either in lots or as a whole. 
                         Where a property is owned by way of a joint tenancy 
                          in a trust for sale, or through an indirect investment 
                          structure, our Valuation represents the relevant 
                          apportioned percentage of ownership of the value 
                          of the whole property, assuming full management 
                          control. Our Valuation does not necessarily represent 
                          the 'Market Value' (as defined in RICS Valuation 
                          - Global Standards 2017) of the interests in the 
                          indirect investment structure through which the 
                          Property is held. 
                         Our opinion of Market Value is based upon the Scope 
                          of Work and Valuation Assumptions attached, and 
                          has been primarily derived using comparable recent 
                          market transactions on arm's length terms. 
                          We hereby confirm that as at the date of this report, 
                          we are not aware of any material changes to the 
                          Properties which would affect our Valuation between 
                          the effective date of the Valuation and the date 
                          of this report. 
Compliance with          The Valuation has been prepared in accordance with 
 Valuation Standards      the RICS Valuation - Global Standards 2017 which 
                          incorporate the International Valuation Standards 
                          and the RICS Valuation - Professional Standards 
                          UK January 2014 (revised April 2015) (the "Red 
                          Book"). The Valuation has been prepared for a Regulated 
                          Purpose as defined in the Red Book. 
                          We confirm that our Valuation and report have been 
                          prepared in accordance with the relevant provisions 
                          of the Listing Rules of the Financial Conduct Authority 
                          and paragraphs 128 to 130 of the ESMA update of 
                          the Committee of European Securities Regulators' 
                          recommendations for the consistent implementation 
                          of the European Commission Regulation (EC) no. 
                          809/2004 implementing the Prospectus Directive. 
                         We confirm that we have sufficient current local 
                          and national knowledge of the particular property 
                          market involved, and have the skills and understanding 
                          to undertake the Valuation competently. 
                         Where the knowledge and skill requirements of the 
                          Red Book have been met in aggregate by more than 
                          one valuer within CBRE, we confirm that a list 
                          of those valuers has been retained within the working 
                          papers, together with confirmation that each named 
                          valuer complies with the requirements of the Red 
                          Book. 
                         This Valuation is a professional opinion and is 
                          expressly not intended to serve as a warranty, 
                          assurance or guarantee of any particular value 
                          of the subject property. Other valuers may reach 
                          different conclusions as to the value of the subject 
                          property. This Valuation is for the sole purpose 
                          of providing the intended user with the valuer's 
                          independent professional opinion of the value of 
                          the subject property as at the Valuation date. 
                          In accordance with the Red Book, we have made certain 
                          disclosures in connection with this valuation instruction 
                          and our relationship with Urban&Civic. 
Assumptions              The Property details on which each Valuation are 
                          based are as set out in this report. We have made 
                          various assumptions as to tenure, letting, taxation, 
                          town planning, and the condition and repair of 
                          buildings and sites - including ground and groundwater 
                          contamination - as set out below. 
                          If any of the information or assumptions on which 
                          the Valuation is based are subsequently found to 
                          be incorrect, the Valuation figures may also be 
                          incorrect and should be reconsidered. 
Variation from           None. 
 Standard Assumptions 
Verification             We recommend that before any financial transaction 
                          is entered into based upon these Valuations, you 
                          obtain verification of any third-party information 
                          contained within our report and the validity of 
                          the assumptions we have adopted. 
                          We would advise you that whilst we have valued 
                          the Properties reflecting current market conditions, 
                          there are certain risks which may be, or may become, 
                          uninsurable. Before undertaking any financial transaction 
                          based upon this Valuation, you should satisfy yourselves 
                          as to the current insurance cover and the risks 
                          that may be involved should an uninsured loss occur. 
Valuer                   The Properties have been valued and inspected by 
                          a valuer who is qualified for the purpose of the 
                          Valuation in accordance with the Red Book. 
Independence             CBRE currently value the Properties as part of 
                          a wider mandate for financial reporting purposes 
                          on behalf of Urban&Civic. 
                          CBRE have also undertaken valuations for Homes 
                          England for loan security purposes in connection 
                          with Alconbury Weald, Houlton and Wintringham Park. 
                          The total fees, including the fee for this assignment, 
                          earned by CBRE Ltd (or other companies forming 
                          part of the same group of companies within the 
                          UK) from the Addressees (or other companies forming 
                          part of the same group of companies) is less than 
                          5.0% of the total UK revenues. 
Responsibility           We are responsible for this report and accept responsibility 
                          for the information contained in this report and 
                          confirm to the best of our knowledge (having taken 
                          all reasonable care to ensure that such is the 
                          case), the information contained in this report 
                          is in accordance with the facts and contains no 
                          omissions likely to affect its import. 
                          This report will be relied upon by J.P. Morgan 
                          Securities plc and Urban&Civic plc. No reliance 
                          may be placed upon the contents of this report 
                          by any other third party for any purpose other 
                          than in connection with the Purpose. 
 
 
Publication  Neither the whole nor any part of our report nor 
              any references thereto may be included in any published 
              document, circular or statement nor published in 
              any way without our prior written consent. 
              Such publication of, or reference to this Valuation 
              Report will not be permitted unless it contains 
              a sufficient contemporaneous reference to any departure 
              from the Royal Institution of Chartered Surveyors 
              Appraisal and Valuation Standards or the incorporation 
              of the special assumptions referred to herein. 
             Yours faithfully                  Yours faithfully 
 
             Rupert Driver MRICS               Jason Hardman MRICS 
              Senior Director                   Executive Director 
              RICS Registered Valuer            RICS Registered Valuer 
 
              For and on behalf of              For and on behalf of 
              CBRE Limited                      CBRE Limited 
             T: +44 2071822550                 T: +44 2071822802 
              E: rupert.driver@cbre.com         E: jason.hardman@cbre.com 
 
               CBRE UK (London - Residential) 
               Henrietta House 
               Henrietta Place 
               London 
               W1G 0NB 
 
               T: +44 2071822000 
 

Schedule of Values

Freehold - Properties held for Investment and Development

 
 Address                          Tenure      Market Value     Urban&Civic     Market Value 
                                             (100% interest)    % Ownership     Urban&Civic 
                                                                                 Interest 
 1. Alconbury Weald, Alconbury   Freehold     GBP270,200,000           100%   GBP270,200,000 
                                ---------  -----------------  -------------  --------------- 
 2. Houlton, Rugby               Freehold     GBP207,000,000            50%   GBP103,500,000 
                                ---------  -----------------  -------------  --------------- 
 3. Wintringham Park, St         Freehold      GBP77,600,000          33.3%    GBP25,866,667 
  Neots 
                                ---------  -----------------  -------------  --------------- 
 4. Priors Hall, Corby           Freehold      GBP57,700,000           100%    GBP57,700,000 
                                ---------  -----------------  -------------  --------------- 
 5. Middlebeck, Newark           Freehold      GBP56,080,000          82.2%    GBP46,100,000 
                                ---------  -----------------  -------------  --------------- 
 6. Manchester New Square,       Freehold      GBP52,900,000            50%    GBP26,450,000 
  Manchester 
                                ---------  -----------------  -------------  --------------- 
 7. Deansgate, Manchester        Freehold      GBP22,500,000           100%    GBP22,500,000 
                                ---------  -----------------  -------------  --------------- 
 8. Land at Armadale, Scotland   Freehold         GBP750,000           100%       GBP750,000 
                                ---------  -----------------  -------------  --------------- 
                                                                Total (say)   GBP553,070,000 
                                           -----------------  -------------  --------------- 
 

Leasehold - Properties held for Investment and Development

 
 Address                          Tenure       Market Value     Urban&Civic    Market Value 
                                              (100% interest)    % Ownership    Urban&Civic 
                                                                                 Interest 
 9. Hudson Quay, Middlesbrough   Leasehold       GBP3,900,000           100%   GBP3,900,000 
                                ----------  -----------------  -------------  ------------- 
 10. Canningford House,          Leasehold       GBP2,550,000           100%   GBP2,550,000 
  Bristol 
                                ----------  -----------------  -------------  ------------- 
                                                                 Total (say)   GBP6,450,000 
                                            -----------------  -------------  ------------- 
 

Portfolio Total

 
                    Market Value 
                     Urban&Civic 
                      Interest 
     Total (say)   GBP559,520,000 
    ------------  --------------- 
 

Overview of the Strategic Sites held for Development

 
 Alconbury Weald, Alconbury 
 3/4 Located approximately 3.5 miles north west of Huntingdon 
  town centre in Cambridgeshire, 65 miles north of London. Alconbury 
  Weald comprises two adjoining sites, the former 'Alconbury Airfield' 
  site and 'Grange Farm', which in total extend to approximately 
  1,431 acres. The Property is held freehold and Urban&Civic have 
  100% ownership. 
  3/4 Huntingdon District Council granted outline planning consent 
  in September 2014 for the redevelopment of the Property with a 
  residential led mixed use scheme called Alconbury Weald comprising 
  5,000 dwellings and circa 3 million sq ft of B1, B2 employment 
  space, together with open space and community uses. Circa 370 
  acres of land on the former Alconbury Airfield site was already 
  designated as an Enterprise Zone. This was granted in 2011 for 
  25 years. 
  3/4 The Property benefits from excellent transport links via 
  road with the A1 and A14, and via rail with the East Coast Mainline 
  from Huntingdon, with journey times of 50 minutes into London. 
  These strategic routes provide linkages to Huntingdon, Cambridge, 
  Peterborough and into London. 
  3/4 Infrastructure funding from Homes England is in place and 
  being utilised to accelerate the delivery of infrastructure including 
  the link road at the eastern end of the development through Grange 
  Farm. Extensive infrastructure work has been carried out to bring 
  forward the first key phases of commercial and residential development 
  at Alconbury Weald and to service the wider site. Infrastructure 
  costs (including Section 106 costs) spent to date total circa 
  GBP80.3 million and outstanding costs as at 31 December 2018 total 
  approximately GBP227.37 million. 
 
 
  3/4 Approximately 33.2 acres (net developable) of commercial 
  land in three transactions to IKO, M&M and JAT have completed, 
  with land receipts of approximately GBP9.12 million received. 
  A further 1.5 acres has been transferred to iMet for their new 
  training facility which will act as a catalyst and deliver advanced 
  technical skills in manufacturing, engineering and technology 
  at Alconbury Weald. We understand that a further 2 acres of commercial 
  land have recently exchanged to Magpas air ambulance (Magpas). 
  Moreover, Magpas is due to rent a further acre. Completed commercial 
  buildings onsite include the Incubator Building, which is fully 
  let; Incubator 2 and the Club Building, which provides a residents' 
  gym. 
  3/4 Residential land with capacity for 874 dwellings is under 
  contract with four housebuilders (Hopkins Homes, Morris Homes, 
  Redrow and Crest Nicholson) through a combination of joint ventures 
  and build licences. To date there have been 182 completions. Urban&Civic, 
  through its Civic Living operation, is also developing 138 dwellings, 
  which are currently under construction. 
  3/4 At the date of valuation, approximately 262.3 acres (net) 
  with capacity for 3,988 dwelling remained unsold. 
 
 
 Houlton, Rugby 
 3/4 Located approximately 3.0 miles south east of Rugby town 
  centre, the application site extends to approximately 1,168 acres 
  and has the benefit of outline planning consent for 6,200 dwellings; 
  together 3 primary schools, a secondary school, 31,200 sq ft of 
  community buildings, circa 77 acres of employment, circa 60 acres 
  of formal open space and sports pitches and 507 acres of open 
  space. 
  3/4 The freehold interest of the Property, now known as Houlton, 
  is held in a 50:50 Partnership between Urban&Civic and AVIVA. 
  The Partnership owns the freehold of approximately 1,120 acres 
  of land within the application site, estimated with capacity for 
  up to circa 5,950 dwellings. 
  3/4 Infrastructure funding from Homes England is in place and 
  being utilised to accelerate the delivery of infrastructure including 
  construction of the link road which connects Houlton to the town 
  centre. 
  3/4 Extensive infrastructure work has been carried out to bring 
  forward the first key phases of residential development at Houlton 
  and service the wider site. Infrastructure costs (including Section 
  106 costs and land assembly costs) spent to date total circa GBP96.1 
  million and outstanding costs as at 31 December 2018 total approximately 
  GBP145.6 million. 
  3/4 The Tuning Fork cafe and Visitor Centre at Dollman Farm are 
  open to the public. The first primary school opened in September 
  2018. 
  3/4 Residential land with capacity for 860 dwellings is under 
  contract with four housebuilders (Davidson Homes, Morris Homes, 
  Crest Nicholson and Redrow) through build licences. There had 
  been 96 completions at the date of valuation. 
  3/4 At the date of valuation, approximately 294.8 acres (net) 
  of residential land with capacity for approximately 5,092 dwelling 
  remained unsold. 
 
 
 Wintringham Park, St Neots 
     3/4 Located in St Neots in Cambridgeshire approximately 55 miles 
      north of London, 17 miles west of Cambridge. The Property comprises 
      a greenfield site of approximately 400 acres, formerly made up 
      of agricultural fields. At the date of valuation construction 
      of infrastructure works had commenced. 
      3/4 Urban&Civic acquired a one third partnership stake in the 
      freehold interest of the Property with Nuffield Dominions Trust 
      and the Nuffield Oxford Hospitals Fund in April 2017. The Property 
      is designated in Huntingdon District Council's Core Strategy and 
      following the submission of a planning application in October 
      2017, in March 2018 Huntingdon District Council resolved to grant 
      planning permission for the development of the site with up to 
      2,800 dwellings, two new primary schools and 680,000 sq ft of 
      new employment space. The Section 106 Agreement and outlined consent 
      was approved in November 2018. 
      3/4 The strategy of Urban&Civic in its capacity as a Master Developer 
      will be to undertake the key infrastructure works and fulfil the 
      principal S106 obligations to facilitate 'serviced land' transactions 
      to a range of national, regional and local housebuilders (either 
      through build licence agreements or land sales). We understand 
      that Urban&Civic may also undertake some development parcels itself 
      under its Civic Living operation. 
      3/4 The total infrastructure budget (including S106 and CIL costs 
      but excluding operational fees) totals GBP153 million, with costs 
      of approximately GBP4.36 million spent to date. We understand 
      the Partnership has secured GBP26 million of infrastructure funding 
      from Homes England. 
      3/4 We understand that a build licence has been secured with 
      Cala for 222 dwellings, and heads of terms agreed with a housebuilder 
      on a second parcel of land with capacity for 233 dwellings. 
 
 
 Priors Hall, Corby 
 3/4 Located in Corby in Nottinghamshire approximately 80 miles 
  north of London, 60 miles east of Birmingham and 20 miles north 
  east of Nottingham. The Property is held freehold and Urban&Civic 
  have 100% ownership. 
  3/4 The Property extends to approximately 907 acres (not including 
  woodland) across two Local Authority areas, Corby Borough and 
  East Northamptonshire District. Priors Hall has the benefit of 
  an existing outline planning consent for 5,100 dwellings, some 
  of which has been sold to housebuilders and is in the process 
  of being built out. The development is split into three residential 
  phases (Zone 1, 2 and 3) with the new homes set within lakes, 
  open parkland and forests. Urban&Civic is seeking to increase 
  the density up to approximately 5,400 dwellings in total. 
  3/4 The scheme already has more than 1,000 homes; housebuilders 
  on site include Barratt David Wilson, Taylor Wimpey, Kier, Larkfleet 
  Homes, Jelson Homes and Francis Jackson Homes. 
  3/4 Priors Hall Primary School for 420 children had its first 
  intake in September 2016, and is adjacent to the Foster Associates 
  designed Corby Business Academy, which opened in 2008. 
  3/4 We understand the acquisition of Priors Hall was part funded 
  by Homes England, which is also making available additional facilities 
  to cover future forecast infrastructure spend. Outstanding infrastructure 
  costs (including S106 obligations) to deliver the scheme, at the 
  date of valuation total approximately GBP153.8 million. 
  3/4 Zone 1 - approximately 108.7 acres (net) of residential land 
  with contracts with housebuilders in place for 1,557 dwellings 
  with capacity for an additional 270 dwellings. At the date of 
  valuation, we understand that outstanding revenue including deferred 
  land payments, overages and other commissions totalling approximately 
  GBP5.68 million remained outstanding. 2.6 acres (net) with capacity 
  for 50 dwellings remains unsold; together with approximately 17 
  acres (net) of mixed use land parcels remain unsold. 
  3/4 We understand that Zone 2 and Zone 3 will have capacity for 
  approximately 249 net developable acres of residential land and 
  Urban&Civic will be seeking to obtain consent for delivery of 
  a further 3,577 dwelling across these two development zones. 
 
 
 Middlebeck, Newark 
     3/4 Located approximately 20 miles south west of Lincoln, 20 
      miles north east of Nottingham and 127 miles north of London. 
      3/4 The Property is situated approximately 1.2 miles south of 
      Newark-on-Trent town centre and the scheme forms an extension 
      of the existing settlement area of the town. Road communications 
      are good with the A1 running north to south and the A46 running 
      east to west. Rail journey times from Newark Northgate to London 
      King's Cross take approximately 1 hour 30 minutes. The Property 
      is held freehold and Urban&Civic own and control 82.2%, which 
      is subject to a collaboration agreement. 
      3/4 Newark and Sherwood District Council granted outline planning 
      consent in November 2011 for the development of up to 3,150 dwellings; 
      two local centres; including retail and commercial premises (classes 
      A1 to A5), a 60-bed care home (class 2), 2 primary schools, day 
      nurseries/creches, multi-use community buildings including a medical 
      centre (class D1); a mixed use commercial estate of up to 50 hectares 
      comprising employment uses (class B1, B2 and B8) and a crèche 
      (class D1). This application also included the construction of 
      a southern link road. 
      3/4 A revised outline planning consent was signed on 4 February 
      2015 (ref: 14/01978/OUTM). We understand that the updated consent 
      has resulted in a change in the number of Affordable Housing units 
      required and a reduction in the level of S.106 obligations. We 
      understand that all the commercial space is designated for B8 
      use. 
      3/4 The site in its entirety extends to a total gross area of 
      approximately 694 acres which is comprised of the following net 
      acreage; Residential - up to 183.7 net developable acres including 
      local neighbourhood centres (A1 to A5 and B1(a) uses); Employment 
      (B8) - 110 net developable acres. 
      3/4 Infrastructure works totalling approximately GBP30.94 million 
      have been spent to date, although U&C have historically received 
      a cash payment of GBP3.13 million from the utilities company Western 
      Power for an easement right, which has been utilised against infrastructure 
      costs. 
      3/4 There have been two residential transactions to housebuilders 
      - Avant (build licence) and Bellway (land sale subject to deferred 
      payments), as summarised below. 
      Avant - 16.1 acres (net developable) - 173 dwellings (100% private) 
      - build licence agreement in which the consortium will receive 
      a proportion of the sales values upon completion. 
      Bellway - 4.2 acres (net developable) - 64 dwellings (100% private) 
      - straight land sale but subject to deferred land payments. 
 

Valuation Movement between 30 September 2018 and 31 December 2018

 
       Address          Market Value     Market Value              Reasons for Change 
                        (Urban&Civic     (Urban&Civic 
                          Interest)        Interest) 
                        As at 30 Sep     As at 31 Dec 
                            2018             2018 
 1. Alconbury           GBP266,500,00   GBP270,200,000   Strategic development site 
  Weald                                                   under construction. Capital 
                                                          expenditure on infrastructure 
                                                          works of approximately GBP2.4 
                                                          million in Q4 2018. Value 
                                                          uplift reflecting ongoing 
                                                          progress, unwinding of cashflow 
                                                          discount, and sales in the 
                                                          period. No material change 
                                                          to underlying serviced land 
                                                          values. 
                      ---------------  ---------------  --------------------------------------- 
 2. Houlton             GBP99,500,000   GBP103,500,000   Strategic development site 
                                                          under construction. Capital 
                                                          expenditure on infrastructure 
                                                          works of approximately GBP8.182 
                                                          million in Q4 2018. Value 
                                                          uplift reflecting ongoing 
                                                          progress, unwinding of cashflow 
                                                          discount and sales over the 
                                                          period. No material change 
                                                          to underlying serviced land 
                                                          values. 
                      ---------------  ---------------  --------------------------------------- 
 3. Wintringham         GBP23,833,000    GBP25,866,667   Outline planning consent 
  Park                                                    granted with Section 106 
                                                          Agreement signed. Build licence 
                                                          to Cala Homes completed. 
                                                          Bids received from several 
                                                          Registered Providers for 
                                                          the Affordable Housing in 
                                                          key phase 1 showing an uplift 
                                                          above Q3 valuation assumptions. 
                                                          Infrastructure works have 
                                                          commenced with capital expenditure 
                                                          (including DM and operator 
                                                          fees) over the period of 
                                                          approximately GBP1.746 million. 
                                                          Uplift in value reflect the 
                                                          material progress outlined 
                                                          above. 
                      ---------------  ---------------  --------------------------------------- 
 4. Priors Hall         GBP55,000,000    GBP57,700,000   Strategic development site 
                                                          under construction. Capital 
                                                          expenditure of approximately 
                                                          GBP3.3 million over Q4 2018. 
                                                          Zone 1 land sales secured 
                                                          with Electric Corby and Kier. 
                                                          House sales evidence over 
                                                          Q4 2018 demonstrating house 
                                                          price inflation. Services 
                                                          land values on Z2 increased 
                                                          from GBP980,000 to GBP1m 
                                                          per net acre. Uplift in value 
                                                          reflect the material progress 
                                                          outlined above, and sales 
                                                          over the period. 
                      ---------------  ---------------  --------------------------------------- 
 5. Middlebeck          GBP46,100,000    GBP46,100,000   Strategic development site 
                                                          under construction. Limited 
                                                          capital expenditure in infrastructure 
                                                          in Q4 2018. Value uplift 
                                                          reflecting ongoing progress, 
                                                          unwinding of cashflow discount 
                                                          and sales over the period. 
                                                          No material change to underlying 
                                                          serviced land values. 
                      ---------------  ---------------  --------------------------------------- 
 6. Manchester          GBP20,050,000    GBP26,450,000   Development under the course 
  New Square                                              of construction. Construction 
                                                          cost expenditure of approximately 
                                                          GBP12.8 million in Q4 2018. 
                                                          Increase in value reflects 
                                                          the capital expenditure with 
                                                          no change to the revenue 
                                                          assumptions. 
                      ---------------  ---------------  --------------------------------------- 
 7. Deansgate           GBP22,500,000    GBP22,500,000   No material change over Q4 
                                                          2018. 
                      ---------------  ---------------  --------------------------------------- 
 8. Land at Armadale       GBP750,000       GBP750,000   No material change over Q4 
                                                          2018. 
                      ---------------  ---------------  --------------------------------------- 
 9. Binhamy Retail       GBP6,300,000                -   Sold 
  Park 
                      ---------------  ---------------  --------------------------------------- 
 10. Hudson Quay         GBP3,900,000     GBP3,900,000   No material change over Q4 
                                                          2018. 
                      ---------------  ---------------  --------------------------------------- 
 11. Canningford         GBP2,550,000     GBP2,550,000   No material change over Q4 
  House                                                   2018. 
                      ---------------  ---------------  --------------------------------------- 
                       GBP546,980,000   GBP559,520,000 
                      ---------------  ---------------  --------------------------------------- 
 

Sources of Information and Scope of Works

 
Sources of Information   We have carried out our work based upon information 
                          supplied to us by Urban&Civic, which we have assumed 
                          to be correct and comprehensive. Set out below is 
                          a summary of the information provided and relied 
                          upon in connection with the principal strategic 
                          sites within the portfolio. 
                          Alconbury Weald, Alconbury 
                          3/4 Confirmation of land uses and plot densities 
                          prepared by David Lock Associates. 
                          3/4 Environmental Reports prepared by Environ in 
                          respect the Alconbury Airfield site and Grange Farm, 
                          dated October 2009 and February 2011, respectively. 
                          We have also been provided with a copy of the Environment 
                          Review prepared by Environ dated February 2014, 
                          in respect of both sites. 
                          3/4 Alconbury Weald Cost Plan Framework (no.11 
                          Version 2), prepared by Davis Langdon and dated 
                          25 February 2014. Together with infrastructure and 
                          planning cost updates as at 31 December 2018 prepared 
                          by Urban&Civic, which we have relied upon. 
                          3/4 In terms of infrastructure costs spent between 
                          the project start and the date of valuation, we 
                          have relied upon cost information provided by Urban&Civic. 
                          3/4 Report on Title - relating to the Airfield 
                          Site, Reservoir, and Smith Land, prepared by Nabarro 
                          and dated 30 October 2009. 
                          3/4 Short Form Report on Title - relating to Alconbury 
                          Airfield, Smith Land and Grange Farm, prepared by 
                          Nabarro and dated 25 January 2013. 
                          3/4 Section 106 Agreement dated 30 September 2014, 
                          prepared by Mills & Reeve. 
                          3/4 Tenancy schedule for the Incubator building 
                          prepared by Urban&Civic. 
                          3/4 Construction costs for the Civic Living Parcel 
                          4 prepared by Urban&Civic. 
                          3/4 Copies of the Build Licence agreements and 
                          heads of terms, together with accommodation schedules 
                          - source Urban&Civic. 
                          3/4 Housebuilder plot sales schedules for Hopkins 
                          Homes, Morris Homes and Redrow, prepared by Urban&Civic. 
                          Houlton, Rugby 
                          3/4 Confirmation of land uses and net developable 
                          acreage for the masterplan, prepared by David Lock 
                          Associates. 
                          3/4 Red Flag Environment report prepared by Environ 
                          and dated 3 March 2014. 
                          3/4 Infrastructure costs plan prepared by Gardiner 
                          and Theobald. Together with infrastructure and planning 
                          cost updates as at 31 December 2018 prepared by 
                          Urban&Civic, which we have relied upon. In terms 
                          of infrastructure costs spent between the project 
                          start and the date of valuation, we have relied 
                          upon cost information provided by Urban&Civic. 
                          3/4 Section 106 Agreement dated 21 May 2014. 
                          3/4 Real Estate Report prepared by Nabarro dated 
                          April 2014. 
                          3/4 Copies of the Build Licence agreements and 
                          heads of terms, together with accommodation schedules 
                          - source Urban&Civic. 
                          3/4 Housebuilder sales schedules for Davidsons, 
                          Morris Homes and Crest Nicholson, prepared by Urban&Civic. 
                          Wintringham Park, St Neots 
                          3/4 Development cashflow prepared by Urban&Civic 
                          dated 11 September 2018. 
                          3/4 Wintringham Park Central Parcel Heads of Terms 
                          - source Urban&Civic 
                          3/4 Wintringham Cost Model prepared by Exigere 
                          dated 24 November 2017. 
                          3/4 Summary of the S106 Agreement key obligations 
                          (amounts, triggers and timings) prepared by Urban&Civic. 
                          3/4 Development Specification and land use schedule 
                          prepared by David Lock Associates. 
                          3/4 Ground Investigation Interpretive Report - 
                          The Shadbolt Group. 
                          Priors Hall, Corby 
                          3/4 Infrastructure and S106 cost budget prepared 
                          by Urban&Civic. 
                          3/4 Copy of the financial model prepared by Urban&Civic. 
                          3/4 Section 106 Agreement (East Northamptonshire) 
                          dated February 2012. 
                          3/4 Planning decision notices dated March 2007 
                          and February 2012. 
                          3/4 Housebuilder plot sales tracker prepared by 
                          Urban&Civic. 
                          Middlebeck, Newark 
                          3/4 Certificate on Title prepared by Wragge Lawrence 
                          Graham prepared 17 March 2015. 
                          3/4 Confirmation of land uses and net developable 
                          acreage for the masterplan, prepared by Barton Willmore. 
                          3/4 A Geo Environmental Factual Report and a Phase 
                          1 Desk Study prepared by Rodgers Leask and dated 
                          10 December 2013 and 10 October 2013 respectively. 
                          3/4 We have been provided with revised Infrastructure 
                          and S106 costs prepared by Urban&Civic as at 31 
                          December 2018, which we relied upon. 
                          3/4 In terms of infrastructure costs spent between 
                          the project start and the date of valuation, we 
                          have relied upon cost information provided by U&C. 
                          3/4 Section 106 Agreement dated 21 January 2015. 
                          3/4 A Collaboration Agreement dated 9 September 
                          2011. 
                          3/4 Revised parameter and density plan prepared 
                          by JTP. 
 
 
The Properties           Our report contains a brief summary of the Property 
                          details on which our Valuation has been based. 
Inspection               Over the course of December 2018 and January 2019. 
Areas                    We have not measured the Properties but have relied 
                          upon the floor areas provided to us by Urban&Civic 
                          as set out in this report, which we have assumed 
                          to be correct and comprehensive. We have been advised 
                          that these areas have been calculated using the 
                          Gross Internal Area (GIA)/Net Internal Area (NIA 
                          measurement methodology as set out in the RICS Code 
                          of measuring practice (6th edition). 
 
  Environmental Matters    Unless otherwise stated above, we have not undertaken, 
                           nor are we aware of the content of, any environmental 
                           audit or other environmental investigation or soil 
                           survey which may have been carried out on the Properties 
                           and which may draw attention to any contamination 
                           or the possibility of any such contamination. 
                         We have not carried out any investigations into 
                          the past or present uses of the Properties, nor 
                          of any neighbouring land, in order to establish 
                          whether there is any potential for contamination 
                          and have therefore assumed that none exists. 
Services and Amenities   We understand that all main services including water, 
                          drainage, electricity and telephone are available 
                          to the properties. None of the services have been 
                          tested by us. 
Repair and Condition     We have not carried out building surveys, tested 
                          services, made independent site investigations, 
                          inspected woodwork, exposed parts of the structure 
                          which were covered, unexposed or inaccessible, nor 
                          arranged for any investigations to be carried out 
                          to determine whether or not any deleterious or hazardous 
                          materials or techniques have been used, or are present, 
                          in any part of the Properties. We are unable, therefore, 
                          to give any assurance that the Properties are free 
                          from defect. 
Town Planning            We have made verbal planning enquiries only. Information 
                          supplied to us by planning officers is given without 
                          liability on their part. We cannot, therefore, accept 
                          responsibility for incorrect information or for 
                          material omissions in the information supplied to 
                          us. 
Titles, Tenures          Details of title/tenure under which the Properties 
 and Lettings             are held and of lettings to which it is subject 
                          are as supplied to us. We have not generally examined 
                          nor had access to all the deeds, leases or other 
                          documents relating thereto. Where information from 
                          deeds, leases or other documents is recorded in 
                          this report, it represents our understanding of 
                          the relevant documents. We should emphasise, however, 
                          that the interpretation of the documents of title 
                          (including relevant deeds, leases and planning consents) 
                          is the responsibility of your legal adviser. 
                          We have not conducted credit enquiries on the financial 
                          status of any tenants. We have, however, reflected 
                          our general understanding of purchasers' likely 
                          perceptions of the financial status of tenants. 
 

Valuation Assumptions

 
Capital Values  The Valuation has been prepared on the basis of 
                 "Market Value", which is defined in the Red Book 
                 as: 
                 "The estimated amount for which an asset or liability 
                 should exchange on the Valuation date between a 
                 willing buyer and a willing seller in an arm's-length 
                 transaction, after proper marketing and where the 
                 parties had each acted knowledgeably, prudently 
                 and without compulsion." 
                The valuation represents the figure that would appear 
                 in a hypothetical contract of sale at the valuation 
                 date. No adjustment has been made to this figure 
                 for any expenses of acquisition or realisation - 
                 nor for taxation which might arise in the event 
                 of a disposal. 
                 No account has been taken of any inter-company leases 
                 or arrangements, nor of any mortgages, debentures 
                 or other charge. 
                 No account has been taken of the availability or 
                 otherwise of capital based Government or European 
                 Community grants. 
Rental Values   Unless stated otherwise rental values indicated 
                 in our report are those which have been adopted 
                 by us as appropriate in assessing the capital value 
                 and are not necessarily appropriate for other purposes, 
                 nor do they necessarily accord with the definition 
                 of Market Rent in the Red Book, which is as follows: 
                 "The estimated amount for which an interest in real 
                 property should be leased on the Valuation date 
                 between a willing lessor and a willing lessee on 
                 appropriate lease terms in an arm's-length transaction, 
                 after proper marketing and where the parties had 
                 each acted knowledgeably, prudently and without 
                 compulsion.". 
The Properties  Where appropriate we have regarded the shop fronts 
                 of retail and showroom accommodation as forming 
                 an integral part of the building. 
                 Landlord's fixtures such as lifts, escalators, central 
                 heating and other normal service installations have 
                 been treated as an integral part of the building 
                 and are included within our Valuations. 
                 Process plant and machinery, tenants' fixtures and 
                 specialist trade fittings have been excluded from 
                 our Valuations. 
                 All measurements, areas and ages quoted in our report 
                 are approximate. 
 
 
Environmental Matters      In the absence of any information to the contrary, 
                            we have assumed that: 
                            a) the Properties are not contaminated and are not 
                            adversely affected by any existing or proposed environmental 
                            law; 
                            b) any processes which are carried out on the Properties 
                            which are regulated by environmental legislation 
                            are properly licensed by the appropriate authorities. 
                            c) in England and Wales, the Properties possess 
                            current Energy Performance Certificates (EPCs) as 
                            required under the Government's Energy Performance 
                            of Buildings Directive - and that they have an energy 
                            efficient standard of 'E', or better. We would draw 
                            your attention to the fact that under the Energy 
                            Efficiency (Private Rented Property) (England and 
                            Wales) Regulations 2015 it became unlawful for landlords 
                            to rent out a business premise from 1st April 2018 
                            - unless the site has reached a minimum EPC rating 
                            of an 'E', or secured a relevant exemption. In Scotland, 
                            we have assumed that the Properties possess current 
                            Energy Performance Certificates (EPCs) as required 
                            under the Scottish Government's Energy Performance 
                            of Buildings (Scotland) Regulations - and that they 
                            meet energy standards equivalent to those introduced 
                            by the 2002 building regulations. We would draw 
                            your attention to the fact the Assessment of Energy 
                            Performance of Non-domestic Buildings (Scotland) 
                            Regulations 2016 came into force on 1st September 
                            2016. From this date, building owners are required 
                            to commission an EPC and Action Plan for sale or 
                            new rental of non-domestic buildings bigger than 
                            1,000 sq m that do not meet 2002 building regulations 
                            energy standards. Action Plans contain building 
                            improvement measures that must be implemented within 
                            3.5 years, subject to certain exemptions; 
                            d) the Properties are either not subject to flooding 
                            risk or, if they are, that sufficient flood defences 
                            are in place and that appropriate building insurance 
                            could be obtained at a cost that would not materially 
                            affect the capital value; and 
                            e) we assume that invasive species such as Japanese 
                            Knotweed are not present on the Properties. 
                           High voltage electrical supply equipment may exist 
                            within, or in close proximity of, the Properties. 
                            The National Radiological Protection Board (NRPB) 
                            has advised that there may be a risk, in specified 
                            circumstances, to the health of certain categories 
                            of people. Public perception may, therefore, affect 
                            marketability and future value of the property. 
                            Our Valuation reflects our current understanding 
                            of the market and we have not made a discount to 
                            reflect the presence of this equipment. 
Repair and Condition       In the absence of any information to the contrary, 
                            we have assumed that: 
                            a) there are no abnormal ground conditions, nor 
                            archaeological remains, present which might adversely 
                            affect the current or future occupation, development 
                            or value of the Properties; 
                            b) the Properties are free from rot, infestation, 
                            structural or latent defect; 
                            c) no currently known deleterious or hazardous materials 
                            or suspect techniques have been used in the construction 
                            of, or subsequent alterations or additions to, the 
                            Properties; and 
                            d) the services, and any associated controls or 
                            software, are in working order and free from defect. 
 
                            We have otherwise had regard to the age and apparent 
                            general condition of the Properties. Comments made 
                            in the property details do not purport to express 
                            an opinion about, or advise upon, the condition 
                            of uninspected parts and should not be taken as 
                            making an implied representation or statement about 
                            such parts. 
Title, Tenure,             Unless stated otherwise within this report, and 
Lettings, Planning,         in the absence of any information to the contrary, 
Taxation and Statutory      we have assumed that: 
& Local Authority           a) the Properties possess a good and marketable 
requirements                title free from any onerous or hampering restrictions 
                            or conditions; 
                            b) the buildings have been erected either prior 
                            to planning control, or in accordance with planning 
                            permissions, and have the benefit of permanent planning 
                            consents or existing use rights for their current 
                            use; 
                            c) the properties are not adversely affected by 
                            town planning or road proposals; 
                            d) the buildings comply with all statutory and local 
                            authority requirements including building, fire 
                            and health and safety regulations, and that a fire 
                            risk assessment and emergency plan are in place; 
                            e) only minor or inconsequential costs will be incurred 
                            if any modifications or alterations are necessary 
                            in order for occupiers of the properties to comply 
                            with the provisions of the Disability Discrimination 
                            Act 1995 (in Northern Ireland) or the Equality Act 
                            2010 (in the rest of the UK); 
                            f) all rent reviews are upward only and are to be 
                            assessed by reference to full current market rents; 
                            g) there are no tenant's improvements that will 
                            materially affect our opinion of the rent that would 
                            be obtained on review or renewal; 
                            h) tenants will meet their obligations under their 
                            leases, and are responsible for insurance, payment 
                            of business rates, and all repairs, whether directly 
                            or by means of a service charge; 
                            i) there are no user restrictions or other restrictive 
                            covenants in leases which would adversely affect 
                            value; 
                            j) where more than 50% of the floorspace of the 
                            Properties are in residential use, the Landlord 
                            and Tenant Act 1987 (the "Act") gives certain rights 
                            to defined residential tenants to acquire the freehold/head 
                            leasehold interest in the Properties. Where this 
                            is applicable, we have assumed that necessary notices 
                            have been given to the residential tenants under 
                            the provisions of the Act, and that such tenants 
                            have elected not to acquire the freehold/head leasehold 
                            interest. Disposal on the open market is therefore 
                            unrestricted; 
                            k) where appropriate, permission to assign the interest 
                            being valued herein would not be withheld by the 
                            landlord where required; 
                            l) vacant possession can be given of all accommodation 
                            which is unlet or is let on a service occupancy; 
                            and 
                            m) Stamp Duty Land Tax (SDLT) - or, in Scotland, 
                            Land and Buildings Transaction Tax (LABTT) - will 
                            apply at the rate currently applicable. 
 

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March 28, 2019 14:16 ET (18:16 GMT)

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