Final Results

RNS Number : 7220U
Big Yellow Group PLC
19 May 2008
 

To view this press release in PDF format, click on the link below:

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19 May 2008


Big Yellow Group PLC

("Big Yellow", "the Group" or "the Company")


AUDITED RESULTS FOR THE YEAR AND FOURTH QUARTER ENDED 31 MARCH 2008


Big Yellow Group PLC, the UK's leading self storage brand, is pleased to announce results for the year and for the fourth quarter ended 31 March 2008


Year 

ended  

31 Mar 2008

Year 

ended 

31 Mar 2007  



%





Revenue

£56.9m

£51.2m

11

EBITDA before non-recurring items and revaluation movements(1)


£29.6m


£25.4m


17

Profit before tax

£101.8m

£152.8m

(33)

Adjusted profit before tax(1)

£13.3m

£14.2m

(6)

Basic earnings per share

89.20p

192.97p

(54)

Adjusted earnings per share(2)

11.20p

10.01p

12

Dividend    - final ord

                    - total

5.5p

9.5p

 5.5p

9.0p

-

6

Adjusted NAV per share(3)

520.2p

437.8p

19

Cash flow from operations

£30.8m

£30.2m

2

Occupied space at year end (4)

1,817k sq ft

1,780k sq ft

2


1 See note 10   2 See note 12   3 See notes 12 and 14   4 See Portfolio summary

  • Revenue increase of 11% in the year, with same store revenue growth of 5.5% 

  • EBITDA before non-recurring items and revaluation movements up 17% to £29.6 million

  • Adjusted profit before tax down 6% due to higher interest cost in the year

  • Full year dividend increased by 6% to 9.5p

  • Adjusted net assets per share up significantly to 520.2p 

  • Occupied space of 1,817k sq ft at 31 March 2008 (December 2007: 1,800k sq ft; March 2007: 1,780k sq ft)

  • 48 stores open at 31 March 2008 providing 3.0 million sq ft of self storage spac

  • Six stores opened during the year, including Fulham, our flagship store

  • Ten freehold sites acquired during the year, four in Londonplus sites in BirminghamSheffield, EdinburghCamberley, Reading and Guildford. Freeholds of Cheltenham and Chelmsford stores acquired in the year

  • Pipeline of 22 sites and one extension site to provide an additional 1.5m sq ft at an estimated total cost of £242 million52% by capacity in London 

  • Nine planning consents obtained since 1 April 2007

  • Establishment of £150 million partnership with Pramerica to develop Big Yellow stores in the Midlands, North of England and Scotland


Nicholas Vetch, Chairman of Big Yellow commenting on the outlook said:

"Trading conditions are likely to remain difficult for some time, however we have spent much time planning for a more testing environment. The Group has a strong brand, an unmatchable portfolio of stores owned largely freehold together with significant available financing, over £350 million of property assets uncharged, and a first class partner in our Pramerica joint venture.

These moments always provide opportunity for those well positioned. Land availability and planning barriers have always acted as a significant barrier but in addition we believe that the current environment will considerably reduce the competitive threat for sites, which we fully intend to exploit."


For further information, please contact:


Big Yellow Group PLC                                        01276 477 811

Nicholas Vetch, Chairman

James Gibson, Chief Executive Officer


Weber Shandwick Financial                                020 7067 0700

Louise Robson/ John Moriarty



Notes to Editors

Big Yellow Group PLC is one of the leading and most dynamic self-storage groups in the UK. It was founded in 1998 by Nicholas VetchPhilip Burks and James Gibson and listed on AIM in May 2000, moving to the Official List of the London Stock Exchange in 2002.  

Big Yellow has expanded rapidly and now operates from 47 stores in London and the South, and one in Leeds (trading in Big Yellow Limited Partnership), with a further 23 stores in development and of the 70, 60 are held freehold and three long leasehold. All the stores have the distinct yellow branding, in accessible main road locations, with the majority being within the M25 or in strong urban conurbations. When fully built out the portfolio will provide approximately 4.5 million sq ft of flexible storage space.  

The Group has pioneered the development of the latest generation of self-storage facilities, which utilise state of the art technology and are located in high profile, main road locations. Its focus on the location and visibility of its buildings, coupled with excellent customer service, has created the most recognised brand name in the UK self-storage industry.




19 May 2008


Big Yellow Group PLC

("Big Yellow", "the Group" or "the Company")


AUDITED RESULTS FOR THE YEAR AND FOURTH QUARTER ENDED 31 MARCH 2008


Chairman's Statement


Big Yellow Group PLC, the UK's leading self storage brand, ("Big Yellow", "the Group" or "the Company"), is pleased to announce results for the year ended 31 March 2008.


Trading conditions are difficult, but in the circumstances, we believe that the Group's results are satisfactory.


In spite of the difficult conditions, we were pleased to have continued our strategy of site acquisitions and store openings, and have acquired the freeholds of our stores in Cheltenham and Chelmsford.  


In order to further develop our expansion into the North and Midlands, in November 2007 we were pleased to announce that we formed a £150 million partnership with Pramerica Real Estate Investors.  


At the end of March 2008 we opened our flagship store in Fulham. This innovative store includes the first wine self storage in the UK, with 480 climate controlled cellars, with the same benefits as self storage, including accessibility, flexibility and convenience.  


Financial Results


Revenue for the year was £56.9 million (2007: £51.2 million), an increase of 11%. Revenue for the fourth quarter was £13.9 million up by 9% from the same quarter last year (after adjusting for £1.2 million surrender premium received in March 2007). The quarterly revenue has decreased by 3% from £14.4 million for the third quarter ended 31 December 2007. 1% of this fall is due to 1 less day in the quarter and the remainder due to increased promotions.


Earnings before non-recurring items and revaluation movements increased by 17% in the year to £29.6 million.


Profit before tax for the year was £101.8 million down from £152.8 million last year. After adjusting for the gain on the revaluation of investment properties and other matters (see note 10), the Group made an adjusted profit before tax in the period of £13.3 million, down 6% from £14.2 million in 2007. The decline was primarily due to a higher interest cost in the current financial year as a result of the increased development pipeline of £103 million.  


We do not currently capitalise interest against our development pipeline, however from 2009 International Accounting Standards requires us to do this. We are therefore planning to adopt a policy of capitalising interest against our development pipeline from 1 April 2008.


The basic earnings per share for the year was 89.20 pence (2007: 192.97 pence) and the fully diluted earnings per share was 88.53 pence (2007: 190.31 pence). This reduction is due to the lower revaluation gains reported in the period and the prior year release of deferred taxation following the Group's conversion to a REIT (see note 9).  Adjusted earnings per share based on adjusted profit after tax was 11.20 pence (2007: 10.01 pence) (see note 12).


Cash generated from operations rose to £30.8 million in the year (2007£30.2 million), an increase of 2%.

Net bank debt of £282.3 million at 31 March 2008 (2007: £187.9 million) represents approximately 33% (2007: 27%) of the Group's investment property and development property assets totalling £854.3 million (2007: £686.5 million) and 48% (2007: 38%) of the adjusted net assets of £582.8 million (2007: £491.2 million).


Dividend


The Board has proposed final dividend of 5.5 pence per share, which brings the total declared dividend in respect of the results of the financial year to 9.5 pence per share (2007: 9.0 pence per share).  For further information on the dividend, see the Financial Review.


Big Yellow Limited Partnership


In November 2007 we formed a £150 million partnership with Pramerica Real Estate Investors Limited to develop stores in the Midlands, the North and Scotland. Big Yellow has made a £25 million commitment, of which £5.7 million has been contributed to date. Pramerica will contribute £50 million of equity and the balance of the initial capital required will be funded by way of a committed £75 million development loan facility provided by Royal Bank of Scotland.  


The Group sold five of its development sites, Edinburgh, Liverpool, Nottingham and two in Sheffield and its existing store in Leeds to the Partnership for a cash payment of £20.3 million. Big Yellow has also entered into conditional contracts to sell two more of its development sites in Manchester and Birmingham to the Partnership.


Big Yellow has an option to buy the assets in the Partnership at 31 March 2013. The Group is entitled to various acquisition, planning and construction fees and a carried interest geared to the success of the venture.  


The effect of the venture is to increase our development capability in the Midlands, the North of England and Scotland whilst releasing financial resource for further expansion in London and the South. Additionally the fees earned will reduce the initial dilutive effect of our development programme.


We are pleased to have re-established our relationship with Pramerica, who were early backers of Big Yellow in 1999.


The total number of stores open and the capacity where discussed in this report include those wholly owned stores and those operated within Big Yellow Limited Partnership. The analysis of revenue and performance of stores as shown in the Portfolio summary is for the 47 wholly owned stores, and excludes the one trading store in the Partnership.


Valuation and Net Asset Value


The value of the investment property portfolio at 31 March 2008 was £750.9 million, up £160.8 million from £590.1 million at 31 March 2007Of the £160.8 million movement £79.million is capital expenditure in the year and £93.7 million is the revaluation increase in the year, and the balance is the transfer of Leeds to Big Yellow Limited Partnership for £12.1 million.

 

The revaluation movement in the year comprises £56.7 million in respect of the six new stores opened in the year and £37.0 million in respect of the 42 stores open and valued at 31 March 2007.  


In analysing the revaluation movement of the 42 stores above, we have excluded the store being redeveloped at Sheen and the two leasehold stores where we acquired the freehold in the year. This portfolio of 39 same stores shows a 6.5increase in the value over the year, the majority of which occurred in the first six months.  Of this 6.5% increase virtually all the growth was from improved cash flow performance. Since September 2007, 25 of these 39 stores decreased in value, partially due to an increase in exit cap rates and also due to changes of assumptions on operating cash flow performance.  


The net yield of the portfolio of 47 wholly owned stores based on the net operating income at store level in the first year after the projected stabilisation of each store is 7.64% pre administration expenses and 7.02post administration expenses (March 2007: 7.40% pre admin and 6.80% post admin). 


The initial yield on the open store portfolio has reduced from 5.24% to 4.21% in the year following the opening of six new London stores, which are initially loss making, and this has caused much of the increase in the reversionary yield above. 


Whilst there has been a significant outward yield movement for UK real estate assets, the yields have not increased as significantly for these types of self storage assets, due to a number of key factors:

  • 4.5% average annual net storage rent increases over the last six years

  • the assets have historically been conservatively valued 

  • this is an increasingly institutional asset class 

  • strong demand for institutional grade freehold self storage assets from both financial and trade buyers


The increase in value of the investment portfolio results in an adjusted fully diluted net asset value of 520.2p, an increase of 19over the prior year.  See note 14 for detailed valuation assumptions and adjustment to purchasers' cost assumptions.


92% by value of the Group'47 wholly owned open stores are freehold (including one long leasehold)The freehold proportion will increase as we open stores in the development pipeline, all of which are freehold.  We strongly believe that these assets will materially outperform our short leasehold assets due to the wasting nature of the latter.  This is illustrated by the fact that the freeholds within the same store portfolio showed a valuation uplift in the year o7.8%, compared to an uplift of 1.2% in respect of the seven short leasehold stores.  Where opportunities present themselves in this market, we will purchase the freehold of our leasehold stores, as we did at Cheltenham and Chelmsford in the year.  


Stores 


At the year end, occupied space represented 1,817,000 sq ft, up 2% from 1,780,000 sq ft  at the same time last year. This represents a 62% occupancy rate across all 47 stores open at the period end.


A table summarising the performance of these 47 directly owned stores over the year can be found in the portfolio summary


The portfolio of 32 stores that were open for more than two years at the beginning of the period was 79% occupied at the end of the year, with an average occupancy during the year of 82%. In addition these 32 stores achieved EBITDA margins of 65(2007: 64%) and, after an allocation of central overhead, net operating income margins of 59% (2007: 58%).  The 25 freehold stores within this 32 achieved EBITDA margins of 71% in the year.


Same store revenue for these 32 stores increased 5.5% year on year, 4.4% as a result of increases in average storage rents; stable average occupancy and the balance from improved insurance sales.  In addition from May 2008, we have put through an annual storage rent increase of approximately 6across the whole store portfolio.


Property


We acquired ten freehold sites in the year, four in London and six outside London at Birmingham, Camberley, EdinburghReadingand second sites in Guildford and Sheffield.


We now have 22 stores in the pipeline and one extension site at our existing Richmond store, which when fully developed will represent an additional 1.5 million sq ft and when open will provide the Group with a total of 70 stores and 4.5 million sq ft. The total development programme is £242 million, of which 1.million sq ft (£187 million total cost; of which £85 million has been spent to date) is wholly owned 60% of our total stores and sites by area are located within the M25 and 63 are freehold or long leasehold. In the year we have opened six stores - all in London, whilst we closed our store at Sheen for redevelopment.


We have obtained planning consents on nine stores since 1 April 2007. In addition on a further five sites applications have been submitted and three more are close to being submitted.


We have decided to dispose of our sites at Blackheath and Bow South. We were unsuccessful in obtaining planning consent at Blackheath following a lengthy appeal process.  The Bow South site was acquired as a relocation for our Bow store, which formed part of the Olympic Zone and was subject to a compulsory purchase order. That order has been lifted and therefore the Bow South site is surplus to requirements.  In addition we have been able to create an additional 20,000 sq ft of storage capacity at the existing Bow store.


At 31 March 2008, there was surplus land held in the balance sheet of £29.million (2007: £29.7 million)£16.3 million of which we are currently marketing for sale.


Our People


As we have consistently reported over the last seven years, the Big Yellow team has remained largely stable, both at Head Office and within the stores. Never complacent on this issue however, we are constantly investing in our people, which we believe is reflected in the very high customer satisfaction responses that we receive.   98% of our customers would recommend using Big Yellow to a friend.


I take this opportunity on behalf of the Board to thank David White for his significant contribution to the Group over the past eight years. David has been the senior non-executive over his time with the Group and will be retiring at the AGM in July of this year. His long experience and measured approach will be missed by me and my colleagues.  


I am pleased to report that we will shortly be welcoming two new Non-Executive Directors to the Board. Tim Clark will be joining in August and Mark Richardson in July as Senior Non-Executive and Chairman of the Audit Committee respectively. Tim Clark has recently retired from a long career at Slaughter and May, the last seven of which was as senior partner. Mark Richardson is a senior audit partner, working in the real estate practice at Deloitte & Touche LLP, from which he will be shortly be retiring.


I am confident that both these appointments will make a significant contribution to the Board and I look forward to working alongside them.


I would like to take the opportunity of thanking all the people who work at Big Yellow for their continued efforts, loyalty and hard work which, at the risk of repetition, really does make the difference between success and failure in our business. 


Outlook


Trading conditions are likely to remain difficult for some time, however we have spent much time planning for a more testing environment. The Group has a strong brand, an unmatchable portfolio of stores owned largely freehold together with significant available financing, over £350 million of property assets uncharged, and a first class partner in our Pramerica joint venture.


These moments always provide opportunity for those well positioned. Land availability and planning barriers have always acted as a significant barrier but in addition we believe that the current environment will considerably reduce the competitive threat for siteswhich we fully intend to exploit.


Nicholas Vetch
Chairman 

 

Business Review


Introduction


This has been a challenging year for the Group, particularly in the second half of the year. Nevertheless, our performance has been resilient and we have continued to grow net asset value per share. Big Yellow has achieved substantial total returns to shareholders in the last five years with revenue, operating profit and net asset value increasing every year. These arise from a combination of factors including:


  • a prime portfolio of freehold self storage properties

  • successful acquisition and development of new stores

  • the strength of operational management 

  • revenue growth

  • improving cash flow and margins

  • flexible and conservative financing


Business Objectives


In recent years, Big Yellow has established itself as the leading self storage brand in the UK (MORI National Survey, August 2007)a key objective set at flotation. The Group's strategy is to continue to invest in quality assets at the premium end of the self storage market and to build on our brand leadership nationally. We intend to measure our progress by commissioning quantitative research each year.  We opened our first store outside our core area, in Leeds in 2005 and now have sites under development in Manchester, Liverpool, Nottingham, Birmingham, Edinburgh and two in Sheffield.  


The main elements of our strategy remain:


  • the roll-out of new freehold stores in major urban conurbations throughout the UK

  • retaining a focus on London and the South East in the core group

  • conservative financing using flexible bank borrowings secured against a prime freehold portfolio, and more recently the Partnership with Pramerica

  • locating stores in visible, convenient and accessible locations

  • an unwavering focus on customer service

  • excellent operational and financial management generating strong cash-flow growth

  • innovative and creative marketing

  • an entrepreneurial and passionate culture, with accessible senior management encouraging innovation and dialogue throughout the business

  • recruiting and retaining quality people into the business


Financing Objectives


Big Yellow's financing policy is to fund its current needs through a mix of debt and equity in building out the existing portfolio and achieving our strategic growth objectives, which we believe improves returns for shareholders.


We aim to ensure that there are sufficient medium term facilities in place to finance our committed development programmesecured against the freehold portfolio with debt serviced by our strong operational cash flows.


The core business is financed by a mixture of debt and equity which improves returns to shareholders. The level of bank debt in the business is closely monitored against the Board's policy guidelines, which currently require that the ratio of net debt to gross property assets is no greater than 50% and interest cover not less than 2 times based on net operating income, comfortably ahead of its banking covenants. However, it is acknowledged that there may be limited periods where income cover temporarily falls slightly below 2 as a result of known factors, for example a number of new store openings, as new freehold stores make a loss for the first three to six months before breaking even at the net operating income level.


Risk Management  


The management of risk is a fundamental part of how we have controlled the development of Big Yellow since its formation in September 1998. 


Self Storage Market Risk


The economy grew satisfactorily in the first half of 2007, with consumer spending remaining strong.  The credit crunch, which started in August 2007 has clearly impacted the availability of mortgages to home owners which in turn has caused a significant reduction in housing market activity. This came on top of the additional costs from increasing interest rates over the previous year, and more latterly rising energy, food and transport prices. The combination of these factors has impacted confidence and decision making, which has slowed demand.  We believe however that the structural need for self storage remains.  We have increased storage rents to customers by 6.1% from May 2008. Over the last six years average net storage rental growth has been 4.5%.


Approximately 50% of our customers are in some way linked to the housing market, for example with customers renting storage space between house moves or whilst moving within the rental sector. We estimate that 15% of customers rent storage space as a spare room for lifestyle purposes and approximately 20% of customers use the product because some event has occurred in their lives generating the need for storagethey may be moving abroad for a job, have inherited furniture, are getting married or divorced, are students who need storage during the holidays, or homeowners developing into their lofts or basementsThe balance of 15% of our customers are businesses ranging from start ups and market traders to retailers and larger multinationals storing stock, documents, equipment, or promotional materials all requiring a convenient flexible solution to their storage either to get started or to free up more expensive space.


Self storage is an immature market with further opportunity for significant growth. Awareness of self storage and how it can be used by domestic and business customers is relatively low throughout the UK, although higher in London. The rate of growth in branded self storage on main roads in good locations continues to be limited by the difficulty of acquiring sites at affordable prices and obtaining planning consent. 


Big Yellow only invests in prime locations, developing high quality self storage centres in the large urban conurbations where the drivers in the self storage market and the barriers to competition are at their strongest. 


We have a large current storage customer base of over 30,000 spread across the portfolio of open stores and many thousands more have used Big Yellow over the years. In any month customers move in and out at the margin resulting in changes in occupancy. This is a seasonal business and typically one sees growth over the spring and the summer months, with the seasonally weaker periods being the winter months.  The performance in terms of occupancy, revenue and EBITDA of our stores can be seen from the Portfolio Summary.


Property Risk


We are continuing our expansion in key cities in the Midlands, the North of England and Scotland, with a target of opening a total of 25 stores in the next five years. We also retain our focus on growing the core business in London and the South of England, through the acquisition of key strategic sites. We continue to face significant competition for sites for these quality main road locations from other uses such as residential, hotel, car showroom and offices. We believe the current difficulties in the banking and capital markets clearly make access to capital required to fund growth more difficult and will slow down the growth in self storage store openings in the market generally.  We believe that we are in a relatively strong position because of our strong balance sheet underpinned by our freehold property assets, with available banking facilities and an ability to access more if required.  


The planning process remains difficult with planning consents taking approximately twelve months to achieve on average. In this competitive environment, we do take planning risk as it is necessary for us to acquire sites unconditionally, with planning and other property due diligence carried out under tight timescales. A slowing property market will provide opportunities to buy certain sites on a conditional basis, as we have with two of our recent acquisitions.


Big Yellow's management has significant experience in the property industry generated over many years and in particular in acquiring property on main roads in high profile locations and obtaining planning consents.


In the year under review we were successful in acquiring 10 sites, four in London and sites in Camberley, Reading, Birmingham, Edinburgh and second sites in Guildford and Sheffield. We now have a portfolio of 70 stores and sites (and one extension site) of which 48 are currently open and a further 10 have planning consents. We have surplus land of £29.4 million. Included in this is our second site at Bow, which was acquired at a time when our existing store was subject to a compulsory purchase order for the Olympic Zone. This order has fallen away, so we have made the decision to dispose of the site. Additionally, we have decided to sell our site in Blackheath, where we were unsuccessful in achieving planning permission. 


We manage the construction of our properties very tightly. The building of each site is handled through a design and build contract, with the fit out project managed in-house using an established professional team of external advisors and sub-contractors who have worked with us for many years to our Big Yellow specification.


Stores 


During the year we opened six stores, all in London (at Sutton, Ealing, Barking Central, Balham, Merton and our flagship 139,000 sq ft store at Fulham).  We also closed our store in Sheen for comprehensive redevelopment into a new 60,000 sq ft store due to reopen in November 2008.  These store openings bring the number now trading in the Group and the Partnership to 48. The available net lettable space increased by 458,000 sq ft over the year to 3.0 million sq ft with the opening of these six stores. 


The maturity profile across the 47 wholly owned stores open at the end of the year is set out in the Portfolio Summary and shows a blended occupancy for the portfolio of 62% (1.8 million sq ft occupied), with the 32 stores more than two years old at an average occupancy of 82%, consistent with the prior year.  The closing occupancy at 31 March 2008 was 79% against 82% in the prior year, reflecting the more difficult trading conditions experienced in the second half of the year.


There are a further 22 freehold sites (including five sites within Big Yellow Limited Partnership) and an extension site at Richmond. These sites are at various stages of planning and construction which, when fully developed, will increase the total capacity of the portfolio to 4.5 million sq ft.


10 of the 22 sites in the development pipeline are located in Greater London, which we believe will continue to improve the quality of our store portfolio. We have continued with our stated intention to acquire sites in key Northern cities, the Midlands and Scotland and set up Big Yellow Limited Partnership in the year with Pramerica Real Estate Investors to fund this expansion. We now have seven sites in the north, which will trade in the Partnership when open, in BirminghamEdinburgh, Liverpool, Manchester, Nottingham and two in Sheffield.  In addition, our 72,000 sq ft store in Leeds was acquired by the Partnership in November 2007.


We continue to work on obtaining planning consents for all future stores. We expect to open six stores in the current financial year, three within the core group, and three within the Partnership.


During the year we moved in over 40,000 customers taking 2.4 million sq ft compared to 42,000 customers taking 2.5 million sq ft last year. This resulted in the stores increasing occupancy by 37,000 sq ft (150,000 sq ft last year), after adjusting for the sale of Leeds and the closure of Sheen. Of the 48 stores open at the year end 43 are now trading profitably with the other five being the most recent to open.


The Big Yellow store model is now well established. The "typical" store contains 60,000 sq ft and takes some 2.5 to 3.5 years to achieve 85% occupancy. The average room size is some 60 sq ft and the average net rental achieved last year across the 47 wholly owned stores was £25.38 per sq ft per annum (the average rent in London is higher at £27.93 per sq ft per annum). The store is initially run by three staff - adding a part timer once the store occupancy justifies the need for the extra administrative and sales workload. Given that the operating costs of these assets are relatively fixed, larger stores in bigger urban conurbations, particularly Londondrive higher revenues and higher operating margins.


The drive to improve store operating standards and consistency across the portfolio remains a key focus for the Group. Excellent customer service is at the heart of our business objectives, as a satisfied customer is our best marketing tool. From our surveys 98% of customers would recommend Big Yellow to a friend. We measure customer service standards through a programme of mystery shoppers and ex-customer surveys. We have in place a team of Area Managers who have on average been with Big Yellow for six years. They develop and support the stores to drive the growth of the business.  Adrian Lee, Operations Director, is the Board member responsible for dealing with all customer issues.

 

The store bonus structure rewards occupancy growth, sales growth and cost control through setting quarterly targets based on occupancy and store profitability, including the contribution from ancillary sales of insurance and packing materials. Information on bonus build up is circulated monthly and stores are involved in preparing their own targets and budgets each quarter, leading to improved visibility, a better understanding of sales lines and control of operating costs.


The Group manages the construction and fit-out of its stores in-house, as we believe it provides both better control and quality, and we have an excellent record of building stores on time and within budget. The total construction spend in the year was £47 million. We currently have seven new stores on site, six of which will open in the financial year 2008/9.


We opened our Fulham store in March after our most complicated construction project to date, involving a six month demolition, and an 18 month construction period. The new store incorporates retaining a Victorian façade and a significant element of glazing, a double basement and five floors above ground. We have also developed Big Yellow Wine Cellars, the first wine self storage in the UK, with 480 private climate controlled cellars with the same benefits as self storage, including accessibility, flexibility and convenience.  The cellars were formally launched on 13 May 2008at a wine tasting launched by Oz Clarke, the celebrity wine personality.


We believe that as a customer facing real estate business it is paramount to maintain the quality of our estate and customer offering. We therefore continue to invest in a rolling programme of store makeovers, preventative maintenance, store cleaning and the repair and replacement of essential equipment, such as lifts and gates.


Sales and Marketing


During the year we completed a strategic review of our Marketing programme and we rolled out our new Brand proposition "Get some space in your life." This involved a complete re-design of our marketing materials, and was launched in April 2007 with an award winning TV, press and online advertising campaign. Our TV advertisement has won multiple awards including 'New Advertiser' and 'Best 30 second TV ad' at the British Television Advertising Awards. We have now integrated the new designs into all our marketing materials, including an updated signage package for new stores. 

 

We are at the forefront of online innovation in the self storage industry, and during the year we launched the UK's first self storage online reservation and real-time pricing system. As a result of this, online enquiries now account for the majority of our sales prospects, and an increasing number of our customers are completing their reservations online. We are constantly looking to improve our e-commerce proposition and we will continue to lead the industry in this area.

 

We carry out annual awareness surveys and our Brand continues to grow strongly. Highlights from this year's survey include:


  • We have achieved Brand awareness of 60% - 70% in our target groups in London & the South East, an increase of 30% over the previous year 

  • Our Brand awareness is now three times the level of our nearest competitor 

  • 80% of our customer base continues to fall within the top three ACORN customer categories 

  • Big Yellow leads the industry in terms of Brand preference, with more potential customers expecting to use Big Yellow than any other Brand 

Source: Ipsos Mori, August 2007

 

  A thorough understanding of self storage (ie a full awareness of the service provided and its benefits) remains relatively low at approximately 30%, and educating the public about our top quality service and facilities continues to be at the centre of our Marketing programme.


We continually monitor local market conditions and review our promotions regularly. Our strategy is to offer targeted promotions to ensure we are offering the best value available to our customers, whilst ensuring that we achieve our rental yield objectives. During the year our competitors have increased discounting significantly in order to attract new customers. Big Yellow continues to operate at the quality end of the market and, in spite of the competitive environment, we have controlled our discount level from scheduled rents to an average of 9.1% for the year.


Local marketing, selling standards and customer service at store level are also critical to building the brand and achieving customer loyalty and recommendations. We invest significantly in training and have a reward structure and performance monitoring systems which focus specifically on achieving sales and customer service objectives.


During the year the Group spent approximately £2.6 million (4.6% of our turnover) on marketing, in line with the previous year. It is our intention to continue to invest 4.25% to 4.5% of our turnover to increase awareness of Big Yellow in existing and new markets, particularly as we expand into new cities across the country.


Security


The safety and security of our customers and stores remains a key priority. To achieve this we invest in state of the art access control systems, individual room alarms, digital CCTV systems, intruder and fire alarm systems and the remote monitoring of all our stores out of our trading hours.


We have implemented customer security procedures in line with advice from the Metropolitan Police and continue to work with the regulatory authorities on issues of security, reviewing our operational procedures regularly. The importance of security and the need for vigilance is communicated to all store staff and reinforced through training and we have continued to run courses to enhance the awareness and effectiveness of our procedures in relation to security, entitled "You and your customer".


People


At Big Yellow we aim to provide a lively, fun and enjoyable work environment, without losing our commitment to the best customer service and standards of performance.


As the business has grown it has been necessary to formalise the means by which ideas and policy changes are communicated and discussed with employees. We hold regular consultation meetings with employees, both formally and informally, and our directors and senior management spend significant time in the stores and are accessible to employees at all levels. An annual Employee Attitude Survey provides the management with key feedback and guidance as to where to focus its resources in each year.


We encourage a partnership culture within the business and believe in staff participating in corporate performance through share incentives. Many employees have benefited, or continue to benefit, from share options granted in previous years and from an HMRC approved Sharesave Scheme. This provides an opportunity to invest in the future success of Big Yellow at a discount to the prevailing share price at the date of each invitation. 


In addition, a stakeholder pension scheme managed by Friends Provident provides pension provision within the Group and has been taken up by 70% of employees eligible to join.


We had 248 full, part time and casual employees in the business at the year end (2007: 226 employees), and recruiting and retaining the right calibre people remains critical to the continued success of Big Yellow. We promote the individual development of staff through training and regular performance appraisals and delivered over 700 days training to employees in the last year, equating to an average of approximately 3 days training per employee. In the stores over 60% of the managerial posts have been filled by internal promotions.  We have a policy on flexible working to meet individual needs where possible, without compromising corporate objectives.

  Financial Review


Financial Results


Annualised revenue, the measure of store related revenue being billed (net of all discounts) at the end of the year, increased to £53.5 million, up from £49.6 million last year (excluding Leeds and Sheen), an increase of 8%. Revenue for the year was £56.million, up 11% from £51.2 million for 2007.  Included in revenue in the prior year is a lease surrender premium received of £1.2 million, which was a one-off non-recurring item.  The year on year revenue growth excluding this premium is 14%.


Other sales (included within the above), comprising the selling of packaging materials, insurance and storage related charges represented 17% of storage income for the year (2007: 16%) and generated revenue of £7.million for the year, up 22from £6.5 million in 2007 (excluding Leeds and Sheen)


The EBITDA margin improved from 64% to 65% for the 32 stores open for more than two years, due to the growth in revenues with the increase in same store operating costs controlled at 2%.


The Group made a profit before tax in the year of £101.8 million, down from £152.8 million in the prior yearThe main difference is due to the revaluation of the open store portfolio being £93.7 million against £138.3 million last year.  


After adjusting for the gain on the revaluation of investment properties and other matters shown in the table below the Group made an adjusted profit before tax in the year of £13.3 million, down 6% from £14.2 million in 2007.  This was principally caused by a higher interest cost in the year.


Profit before Tax Analysis

2008

£m

2007

£m

Profit before tax

101.8

152.8

Gain on revaluation of investment

properties


(93.7)


(138.3)

Movement in fair value on interest rate

derivatives


3.4


(0.7)

Losses on non-current assets

0.5

1.1

Tenant surrender premium

-

(1.2)

Non-recurring indirect tax costs

0.3

-

REIT conversion costs

0.2

0.5

Establishment of Big Yellow LP

0.6

-

Share of non-recurring costs in associate

0.2

-

Adjusted profit before tax

13.3

14.2



The basic earnings per share for the year was 89.20p (2007192.97p) and the fully diluted earnings per share was 88.53(2007190.31p). The fall is due to the lower revaluation gains as described above and also because the prior year figure was inflated by the release of deferred taxation following the Group's conversion to a REIT.  Adjusted earnings per share based on adjusted profit after tax was 11.20(200710.01p) (see note 12).  


Administration Expenses including the cost of construction management were higher at £6.7 million compared to £5.6 million in 2007There were additional costs in 2008 relating to the establishment of Big Yellow Limited Partnership of £0.5 million (including irrecoverable VAT)coupled with additional head office staff and inflationary increases.   We also incurred additional central marketing costs in the year of £0.4 million.


Interest Expense on Bank Borrowings for the year increased to £15.million up from £11.1 million in 2007 reflecting the increase in net borrowing over the period, coupled with the rise in interest ratesThe average cost of borrowing during the year was 6.3% against 5.7% in the prior year.  £1.2 million of the increase in the interest payments is due to the rise in interest rates and £3.million due to the increased average borrowings.


Finance costs have increased in the income statement from £12.8 million to £20.8 million because of the increase in interest as above, but also due to the £3.4 million negative fair value adjustment on the interest rate swaps at the year end.


The interest cost to the Group is increased by the £103 million development pipeline that the Group currently has, the interest against this cost has not been capitalised.  If interest had been capitalised, the Group's adjusted profitwould have been approximately £5 million higher for the year.  From 1 April 2008, in accordance with changes to International Accounting Standards, we will capitalise interest against our development pipeline.


During the second half of the year, we have been paying our floating rate debt over 1 month LIBOR, rather than 3 month LIBOR which has been at elevated levels due to the illiquidity in the inter bank lending market. 


The average cost of borrowing including margin at 31 March 2008 is set out below:



Amount of debt
2008

£ million

Weighted average interest cost 31 March 2008

Weighted average interest cost 31 March 2007





Fixed rate debt (including callable swaps)

140

6.1%

6.0%

Variable rate debt (including £50 million collar)

144

6.4%

6.4%

Total debt

284

6.2%

6.3%



REIT Conversion 


The Group converted to a Real Estate Investment Trust ("REIT") on 15 January 2007. Since then we have benefited from a zero tax rate on our qualifying self storage earnings. We only pay tax on the profits attributable to our residual business, comprising primarily of the sale of packing materials and insurance, and fees earned from Big Yellow Limited Partnership and the franchise operation.


The cost of conversion was £12.0 million which was paid in July 2007. The charge is subject to final agreement with HMRC.


REIT status gives the Group exemption from UK corporation tax on profits and gains from its qualifying portfolio of UK stores.  Future revaluation gains on these developments and our existing open stores will be exempt from corporation tax on capital gains, provided certain criteria are met.


The Group has a rigorous internal system in place for monitoring compliance with criteria set out in the REIT regulations. On a monthly basis, a report to the Board on compliance with these criteria is carried out. To date, the Group has complied with all REIT regulations, including forward looking tests.  


Taxation


The current year tax credit for the Group of £0.million arises principally from a deferred tax asset arising in respect of the negative fair value adjustment from our derivatives which relates to the residual business (2007: credit of £60.4 million, arising principally from the release of deferred tax net of the conversion charge).


The Group's actual cash tax liability for the year is £0.1 million which relates to the conversion charge payable on the site acquired at New Cross by way of the purchase of a company.  There is a tax loss of £0.3m arising in the residual business, mainly due to tax deductions in connection with share options exercised by employees.  A deferred tax asset has been recognised on this loss.  


Dividends


The Group's dividend policy is to pay dividend based on 90% of our tax exempt recurring cash earnings, without further deduction for additional shadow capital allowances.  At present our tax exempt business represents 88% of our business.


In the current year we are recommending a final dividend payment of 5.5p per share. Taken together with the interim dividend of 4p, this makes a full year declared dividend of 9.5p per share (2007: 9.0p), which represents a 6increase.  Of the proposed final dividend of 5.5p, 0.15p is the property income dividend ("PID") element.

As a REIT the Group's dividend will consist of two components; the PID from the REIT qualifying activities and a dividend distribution from our non-qualifying activities (non-PID). The aggregate of these two components will still be known as our total dividend. We are obliged to withhold tax from certain shareholders at a 20rate from the PID element of the dividend. Our total dividend is therefore a gross dividend.  


Subject to approval by shareholders at the Annual General Meeting to be held on 9 July 2008, the final dividend will be paid on 16 July 2008 to shareholders on the Register on 13 June 2008.


Big Yellow Limited Partnership


In November 2007 we established Big Yellow Limited Partnership with Pramerica Real Estate Investors Limited ("Pramerica").  


Structure


The Group is committing £25 million to the venture, and Pramerica £50 million, resulting in a one third, two thirds equity split.  The Board of the Partnership comprises two representatives of both Pramerica and Big Yellow.


The Group sold five of its development sites and its existing store in Leeds to the Partnership for a cash payment of £20.3 million, which resulted in a surplus of £0.5 million arising in the Group. The Group has also entered into conditional contracts to sell two more of its development sites at Manchester and Birmingham to the Partnership.  The total cost of these seven development sites in the Partnership is £55 million, providing an additional 435,000 sq ft of storage when opened.


In the case of Birmingham it is intended that Big Yellow will develop the store which will be transferred to the Partnership prior to completion at cost plus a small surplus. 


In the case of Manchester, Big Yellow has previously entered into a conditional agreement with Crosby Homes (North West) Limited ('Crosby') for the development of a significant sized mixed use scheme to include the shell of an 80,000 sq ft self storage centre to be developed at the expense of Crosby. In the event that the conditions of that agreement are satisfied, then Big Yellow will fit out the store at its own cost and prior to its completion transfer the store to the Partnership at the then open market value.  


To date the Group has reinvested £5.7 million into the Partnership.  The balance of our £25 million committed equity will be contributed over the development life of the Partnership.


The Group earns certain property acquisition, planning, construction and operational fees from the Partnership. For the 4 month period to 31 March 2008, these fees amounted to £138,000.


Funding


A five year term development loan of £75 million has been secured from the Royal Bank of Scotland plc to further fund the Partnership.  £15 million of this loan has now been syndicated to HSBC plc. The Partnership has decided to swap out all drawdown amounts through to 30 June 2013 as each drawdown takes place, so the loan will be 100% hedged. Interest is capitalised within the Partnership. The weighted average interest cost at 31 March 2008 was 6.65% including margin.


Results 


In the consolidated accounts of Big Yellow Group PLC, the Partnership is treated as an associate. We have adopted equity accounting for the Partnership, so that our share of the Partnership's results are disclosed in operating profit and our net investment is shown in the balance sheet within "Investment in Associate". We have provided in note 13e the balance sheet and income statement of the Partnership. During the four month period from its commencement of trading to 31 March 2008, the Partnership made a loss of £748,000, of which Big Yellow's share was £249,000. After adjusting for non-recurring items, the Partnership made a recurring loss of £21,000, of which the Group's share is £7,000.


The Partnership is tax transparent, so the Limited Partners are taxed on any profits.  


Big Yellow has an option to purchase the assets contained within the Partnership or the interest in the Partnership which it does not own exercisable from the 31 March 2013. On exit whether by way of exercise of the options or a sale to a third party, Big Yellow is entitled to certain promotes, which would result in Big Yellow sharing in the surplus created in the partnership.  


Balance Sheet


The Group's 48 stores (including one store closed for redevelopment) at 31 March 2008, which are classified as investment properties, have been re-valued by Cushman & Wakefield (C&W) and this has resulted in a gross property asset value of £854.3 million, comprising £692.3 million (81%) for the 41 freehold (including one long leasehold) open stores, £58.6 million (7%) for the seven short leasehold open stores and £103.million (12%) for development propertiesThe properties held for development have not been externally valued and have been included in the balance sheet at historical cost less provision for impairment


As in the prior year, we have instructed an alternative valuation on our assets using a purchaser's cost assumption of 2.75% (see note 14 for further details) to be used in the calculation of our adjusted diluted net asset value.  This Red Book valuation on the basis of 2.75% purchaser's costs, results in a higher property valuation at 31 March 2008 of £784,550,000 33,640,000 higher than the value recorded in the financial statements or 28.4 pence per share).  


The revised valuation translates into an adjusted net asset value per share of 520.2 pence (2007: 437.8 pence) after the dilutive effect of outstanding share options (see table below).


Analysis of Net Asset Value

2008

2007


Basic net asset value (£m)

580.1

488.0

Exercise of share options (£m)

2.7

3.3

Diluted net asset value (£m)

582.8

491.3

Adjustments:



Deferred tax on fair value of interest rate swaps (£m)

-

(0.1)

Balance sheet adjusted net asset value (£m)

582.8

491.2




Basic net assets per share (pence)

505.8

428.3

Diluted net assets per share (pence)

491.8

416.0

Balance sheet adjusted net assets per share (pence)

491.8

415.8

Diluted shares used for calculation (million)

118.5

118.1




Balance sheet adjusted net asset value (as above) (£m)

582.8

491.2

Valuation methodology assumption (see note 14) (£m)

33.6

25.9

Adjusted net asset value (£m)

616.4

517.1

Adjusted net assets per share (pence)

520.2

437.8


Valuation


The value of the investment property portfolio at 31 March 2008 was £750.9 million, up £160.8 million from £590.1 million at 31 March 2007. Of the £160.8 million movement £79.2 million is capital expenditure in the year and £93.7 million is the revaluation increase in the year, and the balance is the transfer of Leeds to Big Yellow Limited Partnership for £12.1 million.  


The revaluation movement in the year comprises £56.7 million in respect of the six new stores opened in the year and £37.0 million in respect of the 42 stores open and valued at 31 March 2007.  


The anticipated initial yield on the portfolio in the following year, as represented by net operating income at store level, is 4.21%, rising to 7.02% in the year following stabilisation of each store. The stabilised reversionary yield has increased from 6.80% at 31 March 2007 to 7.02% at 31 March 2008, largely as a result of the opening of six new stores in the year which has depressed the initial yield and increased the reversionary yield.


In common with other real estate groups, we have calculated the total return to our equity shareholders based on the increase in fully diluted net assets per share plus dividends paid in the year. As can be seen from the table below Big Yellow achieve total returns to shareholders of 21.0% (91.pence per share).



2008

2007

Movement

NAV per share

505.8p

428.3p

18%

Adjusted diluted NAV per share (see note 12)

520.2p

437.8p

19%

Dividend paid per share

9.5p

6.5p

46%

Total return per share

91.9p

147.3p

(38)%

Total return

21.0%

49.6%



Financing and Treasury 


The Group is strongly cash generative operationally and draws down from its longer term committed facilities as required to meet obligations. 


A summary of the cash flow for the year is set out in the table below:



Year ended 31 March


2008 

£'000

2007 

£'000




Cash flow from operations

30,752

30,198

Finance costs (net)

(16,364)

(13,472)




Free cash flow

14,388

16,726

Capital expenditure

(110,886)

(96,007)

Asset sales

30,827

2,165

Investment in associate

(5,703)

-

Ordinary dividends

(10,860)

(7,051)

REIT conversion charge paid

(11,997)

-

Issue of share capital

876

38,377

Purchase of own shares

(1,084)

-

Increase in borrowings

94,000

33,707




Net cash outflow

(439)

(12,083)




Opening cash and cash equivalents

2,110

14,193

Closing cash and cash equivalents

1,671

2,110




The free cash flow reduced during the year, reflecting the increased bank borrowing costs incurred by the Group.


Borrowings


We focus on improving our cashflows and we currently have healthy interest cover of two times with a relatively conservative debt structure secured principally against the freehold estate. The Group was in compliance with its bank covenants at 31 March 2008, and we forecast to be in compliance with our banking covenants in the foreseeable future.  


At the end of the year, the Group had net bank borrowings of £282.3 million, an increase of £94.4 million over last year following £116.5 million of capital expenditure, £16.4 million of net interest paid (including finance lease costs)the REIT conversion charge payment of £12.0 million, dividend payments of £10.9 million, net cash outflows from changes in share capital of £0.2 million, offset by operating cash flow of £30.8 million, and land disposal proceeds of £30.million.


The Group has a syndicated bank facility with the Royal Bank of Scotland, Bank of IrelandBarclays and Lloyds TSB of £325 million. This facility is secured on a portfolio of 33 freehold and leasehold assets. Net debt at the end of March was £282.3 million, leaving £42.7 million of available facilities to fund expansion with significant balance sheet space given the low level of gearing.  The Group currently has over £350 million of unsecured assets, and has a net debt to gross property assets ratio of 33%.  The Group has a net debt to total equity ratio of 48.7%.


Treasury continues to be closely monitored and its policy approved by the Board. We maintain a keen watch on medium and long term rates and the Group's policy in respect of interest rates is to maintain a balance between flexibility and hedging of interest rate risk. 


At 31 March 2008, the Group had total bank borrowings of £284 million of which 67% was hedged in the medium term.  £190 million is hedged at maturities expiring between 2010 and 2012. £80 million of this relates to swaps fixed at 5.24% with a maturity of September 2012 which are callable quarterly by the counter-party bankThe Group's syndicated debt facility expires in April 2010. Wintend to discuss with our banks the extension of this facility during the current financial year.


The Group does not hedge account its interest rate derivatives. Therefore movements in the fair value are taken to the income statement, but as recommended by EPRA (European Public Real Estate Association), these are eliminated from adjusted profit before tax and adjusted earnings per share.


Cash deposits are only placed with approved financial institutions in accordance with the Group's policy.


Share Capital 


The share capital of the Company totalled £11.6 million at 31 March 2008 (2007: £11.5 million), consisting of 115,514,119 ordinary shares of 10p each (2007: 114,559,534 shares).


Shares issued for the exercise of options during the period amounted to 954,585 at an average exercise price of 93p.


During the year the Group purchased 100,000 of its own shares for Treasury at an average price of 529.1 pence per share.  100,000 were also purchased in the year at an average price of 549.6 pence per share and were transferred into an Employee Benefit Trust ("EBT").  615,000 shares were purchased in 2005 at an average price of 132p, and were subsequently transferred into the EBT. These shares are shown as a debit in reserves and are not included in calculating earnings and net asset value per share.






2008 

No.

2007 

No.







Opening shares




114,559,534

102,752,607

Shares issued by way of placing




-

9,100,000

Shares issued for the exercise of options 




954,585

2,706,927







Closing shares in issue




115,514,119

114,559,534

Shares held in EBT and Treasury




(815,000)

(615,000)







Closing shares for NAV purposes




114,699,119

113,944,534








201,144,905 shares were traded in the market during the year ended 31 March 2008 (2007: 144,998,398). The average mid market price of shares traded during the year was 496p with a high of 684p and a low of 355p.


At 31 March 2008 there were 2,091,705 shares subject to share option awards to employees of the Group at an average strike price of 106p. In addition there are 1,559,914 nil paid options, granted under the Group's LTIP scheme and 157,919 share options granted under the Group's SAYE scheme at an average strike price of 294p.





Portfolio Summary


Years since opening as at 1 April 2007 

 March 2008

 ≥ 2 years

March 

2008

 < 2 years

March 2008

Total

 March 2007

≥ 2 years

 March 2007

< 2 years

 March 2007 Total








Number of stores (1)

32

15

47

32

9

41








As at 31 March 2008







Total capacity (sq ft)

1,944,000

1,002,000

2,946,000

1,944,000

544,000

2,488,000

Occupied space (sq ft)

1,537,000

280,000

1,817,000

1,597,000

183,000

1,780,000

Percentage occupied

79%

28%

62%

82%

34%

71%









£'000

£'000

£'000

£'000

£'000

£'000

Annualised revenue 

44,561

8,896

53,457

43,991

5,610

49,601

For the year:







Average occupancy

82%

25%

62%

82%

21%

68%

Average annual rent psf 

£25.07

£26.07

£25.38

£24.02

£24.73

£24.30

Self storage sales

39,956

6,530

46,486

38,294

2,825

41,119

Other storage related income(2)


6,445


1,424


7,869


5,722


759


6,481

Ancillary store rental income


93


21


114


49


89


138








Store revenue

46,494

7,975

54,469

44,065

3,673

47,738

Direct store operating costs (excluding depreciation)



(14,088)



(3,967)



(18,055)



(13,813)



(2,670)



(16,483)

Leasehold rent(3)

(2,184)

(43)

(2,227)

(2,261)

(43)

(2,304)








Store EBITDA(4)

30,222

3,965

34,187

27,991

960

28,951

EBITDA Margin(5)

65%

50%

63%

64%

26%

61%








Central overhead(6)

(2,790)

(479)

(3,269)

(2,643)

(220)

(2,863)








Store Net Operating Income


27,432


3,486


30,918


25,348


740


26,088

NOI Margin

59%

44%

57%

58%

20%

55%















Cumulative capital expenditure

£m

£m

£m











to 31 March 2008

159.3

123.9

283.2




to complete

-

5.2

5.2











Total cost

159.3

129.1

288.4






(1) The results above for both years exclude the trading and occupancy of Leeds (sold to Big Yellow LP in November 2007) and Sheen (closed for refurbishment in July 2007). The revenue earned from these two stores is shown in Note 3 of the financial statements.

(2) Packing materials, insurance and other storage related fees.

(3) Rent for 7 short and one long leasehold property accounted for as investment properties and finance leases under IFRS with total self storage capacity of 496,000 sq ft, plus rent for Chelmsford and Cheltenham until the dates that their freeholds were acquired (29 August 2007 and 15 January 2008 respectively).

(4) Earnings before interest, tax, depreciation and amortisation.

(5) Of stores open more than 2 years, the leaseholds achieved a store EBITDA of £6.5 million and EBITDA margin of 49%. The freeholds achieved a store EBITDA of £23.7 million and EBITDA margin of 71%. 

(6) Allocation of overhead based on 6% of store revenue.


Consolidated income statement

Year ended 31 March 2008



Note


2008

 £'000

2007

 £'000






Revenue

3


56,870

51,248

Cost of sales



(20,792)

(18,536)






Gross profit



36,078

32,712






Administrative expenses



(6,736)

(5,645)






Operating profit before gains and losses on property assets

5


29,342

27,067

Gain on the revaluation of investment properties

13a


93,687

138,349

Loss on non-current assets

10


(463)

(1,078)






Operating profit



122,566

164,338

Share of loss of associate

13e


(249)

-

Investment income

7


289

1,250

Finance costs

8


(20,769)

(12,751)






Profit before taxation



101,837

152,837

Taxation

9


770

60,391






Profit for the year (attributable to equity shareholders)



102,607

213,228











Basic earnings per share

12


89.20p

192.97p






Diluted earnings per share

12


88.53p

190.31p








Adjusted earnings per share are shown in Note 12.

All items in the income statement relate to continuing operations.


Consolidated balance sheet 

31 March 2008



Note


2008
£'000

2007
£'000

Non-current assets










Investment property

13a


750,910

590,060

Development property

13a


103,358

96,393

Interests in leasehold properties

13a


22,274

27,038

Plant, equipment and owner-occupied property

13b


3,256

3,170

Goodwill

13c


1,433

1,433

Investment in associate

13e


5,454

-

Deferred tax asset 

19


1,535

650









888,220

718,744






Current assets





Inventories



331

437

Trade and other receivables

15


7,465

6,982

Cash and cash equivalents



1,671

2,110

Derivative financial instruments

17


-

512

Assets classified as held for sale

13d


16,336

18,227









25,803

28,268






Total assets



914,023

747,012






Current liabilities





Trade and other payables

16


(21,898)

(25,586)

Current tax liabilities - REIT conversion charge

9


(90)

(11,997)

    - Corporation tax liability



-

(71)

Obligations under finance leases

20


(1,958)

(2,306)

Derivative financial instruments

17


(2,870)

-









(26,816)

(39,960)






Non-current liabilities





Bank borrowings

18


(282,897)

(189,225)

Obligations under finance leases

20


(20,316)

(24,732)

Other payables

16


(3,889)

(5,116)









(307,102)

(219,073)






Total liabilities



(333,918)

(259,033)






Net assets



580,105

487,979






Equity





Called up share capital

21


11,551

11,456

Share premium account

22


41,645

40,864

Reserves

22


526,909

435,659






Equity shareholders' funds



580,105

487,979






 

 Consolidated statement of recognised income and expense

Year ended 31 March 2008





2008
£'000

2007
£'000






Current and deferred tax recognised in equity



96

(1,230)






Net income/(expense) recognised directly in equity for the year


96

(1,230)





Profit for the year


102,607

213,228






Total recognised income and expense for the period attributable to equity shareholders



102,703

211,998









Consolidated cash flow statement

Year ended 31 March 2008





2008
£'000

2007
£'000

Operating profit 



122,566

164,338

Gain on the revaluation of investment properties



(93,687)

(138,349)

Loss on non-current assets



463

1,078

Depreciation



1,369

1,349

Employee share options



491

336

Decrease/(increase) in inventories



106

(99)

Increase in receivables



(433)

(978)

(Decrease)/increase in payables



(123)

2,523






Cash generated from operations



30,752

30,198






Interest paid



(16,604)

(14,073)

Interest received



240

601

REIT conversion charge



(11,997)

-






Cash flows from operating activities



2,391

16,726






Investing activities










Sale of non-current assets



10,500

2,165

Purchase of non-current assets



(110,886)

(96,007)

Sale of assets to associate



20,327

-

Investment in associate



(5,703)

-






Cash flows from investing activities



(85,762)

(93,842)






Financing activities





Issue of share capital



876

38,377

Purchase of own shares



(1,084)

-

Equity dividends paid



(10,860)

(7,051)

Increase in borrowings



94,000

33,707






Cash flows from financing activities



82,932

65,033






Net decrease in cash and cash equivalents 



(439)

(12,083)






Opening cash and cash equivalents



2,110

14,193






Closing cash and cash equivalents



1,671

2,110








Reconciliation of net cash flow to movement in net debt 

Year ended 31 March 2008






2008
£'000

2007
£'000






Net decrease in cash and cash equivalents in the year



(439)

(12,083)

Cash inflow from increase in debt financing



(94,000)

(33,707)






Change in net debt resulting from cash flows



(94,439)

(45,790)






Movement in net debt in the year



(94,439)

(45,790)

Net debt at the start of the year



(187,890)

(142,100)






Net debt at the end of the year



(282,329)

(187,890)








Notes to the financial statements    

Year ended 31 March 2008


1.      GENERAL INFORMATION


Big Yellow Group PLC is a Company incorporated in Great Britain under the Companies Act 1985. The address of the registered office is 2 The Deans, Bridge Road, Bagshot, SurreyGU19 5AT. The nature of the Group's operations and its principal activities are set out in note 4 and in the Business Review.


These financial statements are presented in pounds sterling because that is the currency of the economic environment in which the Group operates.  

 

2        BASIS OF PREPARATION


The financial information set out above (which was approved by the Board on 16 May 2008) has been compiled in accordance with IFRS, but does not contain sufficient information to comply with IFRS. That financial information does not constitute the Company's statutory accounts for the year ended 31 March 2008 for the purpose of Section 240 of the Companies Act 1985 which comply with IFRS, but is extracted from those accounts. The Company's statutory accounts for the year ended 31 March 2008 will be filed with the Registrar of Companies following the Annual General Meeting. The independent auditors' report on those accounts was unqualified and did not contain any statement under Section 237(2) or (3) of the Companies Act 1985. The Company's statutory accounts for the year ended 31 March 2007 have been filed with the Registrar of Companies. The independent auditors' report on those accounts was unqualified and did not contain any statement under Section 237(2) or (3) of the Companies Act 1985.


The annual financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted for use in the European Union and therefore comply with Article 4 of the EU IAS Regulation and with those parts of the Companies Act 1985 that are applicable to companies reporting under IFRS. The Group has applied all accounting standards and interpretations issued by the International Accounting Standards Board and International Financial Reporting Interpretations Committee relevant to its operations and effective for accounting periods beginning on 1 April 2007. IFRS 7 Financial Instruments: Disclosures has been adopted but affects only disclosures and therefore has no material impact on the financial statements of the Group.  


The financial statements have been prepared using accounting policies which have been applied consistently throughout the year and the preceding year.

  

3.       REVENUE


Analysis of the Group's operating revenue and costs can be found below and in the Portfolio Summary.



2008

£'000

2008

£'000

2007
£'000

2007
£'000






Open stores





Self storage income

46,486


41,119


Other storage related income

7,869


6,481


Ancillary store rental income

114


138


Income from stores transferred to associate or closed for redevelopment


690


1,316









55,159


49,054

Stores under development





Non-storage income

1,473


922


Surrender premiums received

-


1,172









1,473


2,094

Fee income





Fees earned from Big Yellow Limited Partnership

138


-









138


-

Franchise income





Franchise fee received

100


100

  








100


100






Revenue per income statement


56,870


51,248








The Group also received investment income of £289,000 in the year ended 31 March 2008 (2007: £1,250,000).  

 

4.      SEGMENTAL INFORMATION


Revenue represents amounts derived from the provision of self storage accommodation and related services which fall within the Group's ordinary activities after deduction of trade discounts and value added tax. The Group's net assets, revenue and profit before tax are attributable to one activity, the provision of self storage accommodation and related services. These all arise in the United Kingdom, with the exception of £100,000 of income which arose in the Kingdom of Bahrain (2007: £100,000 of income which arose in the Emirate of Dubai).

5.      PROFIT FOR THE YEAR

 

           a) Profit for the year has been arrived at after:



2008
£'000

2007
£'000





Depreciation of plant and equipment


650

652

Finance lease depreciation


719

697

Increase in fair value of investment property


(93,687)

(138,349)

Cost of inventories recognised as an expense


921

897

Employee costs (see note 6)


7,562

6,460

Operating lease rentals


75

57

Auditors' remuneration for audit services (see below)


140

138







b) Analysis of auditors' remuneration:




2008
£'000

2007
£'000






Fees payable to the Company's auditors for the audit of the Company's annual accounts



133

128

Other services - audit of the Company's subsidiaries' annual accounts



7

10






Total audit fees



140

138






Tax services - advisory



46

-

Other services - establishment of Big Yellow LP



169

-

  - REIT conversion 



-

50

   - independent review of interim report



27

25

  - other 



3

3






Total non-audit fees



245

78








  6.    Employee costs

The average monthly number of employees (including Executive Directors) was:




2008
Number

2007
Number






Sales



176

157

Administration



42

34









218

191







At 31 March 2008 the total number of Group employees was 226 (2007: 208)





£'000

£'000

Their aggregate remuneration comprised:





Wages and salaries



6,102

5,266

Social security costs



707

638

Other pension costs



262

220

Share-based payments



491

336









7,562

6,460






7.   INVESTMENT income




2008
£'000

2007
£'000





Interest receivable on bank deposits


289

596

Change in fair value of interest rate derivatives


-

654







289

1,250





8.   Finance costs




2008
£'000

2007
£'000





Interest on bank borrowings 


15,846

11,124

Interest on obligations under finance leases


1,508

1,607

Change in fair value of interest rate derivatives


3,382

-

Other interest payable 


33

20







20,769

12,751






  9.   TaxATION


UK current tax



2008
£'000

2007
£'000






Current tax: 





- Current year



302

2,739

- Adjustment in respect of prior year



(71)

-

- REIT conversion charge



90

11,997

Deferred tax (see note 19):





- Current year



(1,322)

(75,127)

- Adjustment in respect of prior year



154

-

- Adjustment in respect of change in tax rate



77

-









(770)

(60,391)






A reconciliation of the tax credit is shown below:




2008

£'000

2007

£'000






Profit before tax



101,837

152,837






Tax charge at 30% thereon



30,551

45,851






Effects of:





Adjustment in respect of prior year 



83

-

REIT conversion charge



90

11,997

Revaluation of investment properties post-REIT



(28,106)

(18,596)

Revaluation of investment properties pre-REIT



-

(22,908)

Permanent differences



303

(306)

Profits from the tax exempt business



(3,615)

(1,002)

Losses utilised in the year



(153)

-

Adjustment in respect of change in tax rate



77

-

REIT conversion release of deferred tax



-

(75,427)






Total tax credit



(770)

(60,391)








Analysis of deferred tax credit



2008

£'000

2007

£'000






Accelerated capital allowances 



-

(3,068)

On revaluations and disposals



-

(72,059)

On losses and interest rate derivatives



(1,091)

-






Deferred tax credit



(1,091)

(75,127)







In addition to the current year income statement tax charge of £0.3 million, there is a debit to reserves of £0.2 million in respect of the current tax deduction and the deferred tax arising on potential future deductions under Schedule 23, in respect of the exercise of employee share options.


On 15 January 2007, the Group converted to a REIT. As a result the Group no longer pays UK corporation tax on the profits and gains from qualifying rental business in the UK provided that it meets certain conditions. Non-qualifying profits and gains of the Group continue to be subject to corporation tax as normal. On entering the REIT regime a conversion charge equal to 2% of the aggregate market value of the properties associated with the qualifying rental business was paid. The Group monitors its compliance with the REIT conditions. There have been no breaches of the conditions to date.

  10.  Adjusted Profit before tax




2008
£'000

2007
£'000





Profit before tax


101,837

152,837





(Gain)/loss on revaluation of investment properties - wholly owned


(93,687)

(138,349)

      - in associate


187

-

Change in fair value of interest rate derivatives - group 


3,382

(654)

  - in associate


55

-

Loss on non-current assets


463

1,078

Tenant surrender premium


-

(1,172)

Non-recurring indirect tax cost


303

-

REIT conversion costs


209

493

Set up costs for Big Yellow Partnership


566

-





Adjusted profit before tax


13,315

14,233





Net bank and other interest


15,590

10,548

Depreciation


650

652





EBITDA pre non-recurring items and valuation movements 


29,555

25,433






Adjusted profit before tax which excludes gains on revaluation of investment properties, changes in fair value of interest rate derivatives, losses on non-current assets and non-recurring items of income and expenditure have been disclosed to give a clearer understanding of the Group's underlying trading performance.

The loss on non-current assets in 2008 is £463,000, comprised of a provision against non-current assets of £1.0 million offset by a £537,000 profit on disposal of other development assets.  (2007: provision against non-current assets held for sale of £1.1 million and a £22,000 profit on disposal of other development sites).

11.  Dividends




2008
£'000

2007
£'000

Amounts recognised as distributions to equity holders in the period:




Final dividend for the year ended 31 March 2007 of 5.5
(2006: 3.0p) per share.


6,278

3,065

Interim dividend for the year ended 31 March 2008 of 4

  (2007: 3.5p) per share.


4,582

3,986







10,860

7,051





Proposed final dividend for the year ended 31 March 2008 of  5.5p (2007: 5.5p) per share.


6,308

6,267





The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as liability in these financial statements. The ex-dividend date will be 11 June; the record date 13 June; with an intended payment date of 16 July. 

  12.    Earnings  AND NET ASSETS per share

Earnings per ordinary share


Year ended 31 March 2008

Year ended 31 March 2007


Earnings

£m

Shares

Million

Pence per share

Earnings

£m

Shares

Million

Pence per share

Basic

102.61

115.03

89.20

213.23

110.50

192.97

Adjustments:







Dilutive share options

-

0.87

(0.67)

-

1.54

(2.66)








Diluted

102.61

115.90

88.53

213.23

112.04

190.31








Adjustments:







Gain on revaluation of investment properties

(93.69)

-

(80.84)

(138.35)

-

(123.48)

Change in fair value of interest rate swaps

3.38

-

2.92

(0.65)

-

(0.58)

Loss on non-current assets


0.46


-


0.40


1.08


-


0.96

Non-recurring indirect tax cost


0.30


-


0.26


-


-


-

Tenant surrender premium


-


-


-


(1.17)


-


(1.04)

Set-up costs of Big Yellow Partnership


0.57


-


0.49


-


-


-

Share of associate non-recurring costs


0.24


-


0.21


-


-


-

REIT conversion costs

0.21

-

0.18

0.49

-

0.44

REIT conversion charge

0.09

-

0.08

12.00

-

10.71

Deferred tax

-

-

-

(75.13)

-

(67.06)

Tax effect of non- recurring items*


(1.19)


-


(1.03)


(0.28)


-


(0.25)








Adjusted

12.98

115.90

11.20

11.22

112.04

10.01
















* - this takes into account the tax effect of the change in fair value of derivatives, the losses on non-current assets, the non-recurring indirect tax cost and the set up costs of Big Yellow Limited Partnership.

The calculation of basic earnings is based on profit after tax for the year. The weighted average number of shares used to calculate diluted earnings per share has been adjusted for the conversion of share options. 

Adjusted earnings per ordinary share before non-recurring items, gains on revaluation of investment properties and on change in fair value of interest rate swaps and associated deferred tax balances, have been disclosed to give a clearer understanding of the Group's underlying trading performance.



  

Analysis of net asset value

As at

31 March

2008

£'000

As at

31 March 

2007

£'000




Basic net asset value

580,105

487,979

Exercise of share options

2,692

3,345




Diluted net asset value

582,797

491,324




Adjustments:



Tax on fair value of interest rate swaps

-

(154)




Balance sheet adjusted net asset value

582,797

491,170





Basic net assets per share (pence)


505.8


428.3

Diluted net assets per share (pence)

491.8

416.0

Balance sheet adjusted net assets per share (pence)

491.8

415.8




Balance sheet adjusted net asset value (as above) (£'000)

582,797

491,170

Valuation methodology assumption (see below) (£'000)

33,640

25,890




Adjusted net asset value (£'000)

616,437

517,060

Adjusted net assets per share (pence)

520.2

437.8





Shares in issue


115,514,119


114,559,534

Own shares held

(815,000)

(615,000)


Basic shares in issue used for calculation 


114,699,119


113,944,534

Exercise of share options

3,808,591

4,167,888

Diluted shares used for calculation 

118,507,710

118,112,422


Net assets per share are shareholders' funds divided by the number of shares at the period end. The shares currently held in the Group's employee benefits trust and treasury shares (own shares held) are excluded from both net assets and the number of shares.


Adjusted net assets per share include:

  • the effect of those shares issuable under employee share option schemes;

  • the effect of alternative valuation methodology assumptions (see note 14); and

  • tax on the fair value adjustment on interest rate swaps.

  13.    Non-Current Assets


  a) Investment property, development property and interests in leasehold properties






Investment

property

£'000


Development property

£'000

Interests in leasehold properties

£'000





At 31 March 2006

410,470

57,988

26,647

Additions

2,115

73,231

-

Adjustment to present value

-

-

1,088

Reclassifications

39,126

(39,126)

-

Transfer from assets held for sale

-

4,300

-

Revaluation

138,349

-

-

Depreciation

-

-

(697)





At 31 March 2007

590,060

96,393

27,038





Additions

6,952

87,350

-

Purchase of freeholds

8,128

-

(3,753)

Adjustment to present value

-

-

(292)

Reclassifications

64,183

(64,183)

-

Transfer to assets held for sale

-

(8,506)

-

Revaluation (see note 14)

93,687

-

-

Disposals

(12,100)

(7,696)

-

Depreciation

-

-

(719)





At 31 March 2008

750,910

103,358

22,274






The income from self storage accommodation earned by the Group from its investment property is disclosed in note 3. Direct operating expenses arising on the investment property in the year are disclosed in the Portfolio Summary.  

  

b) Plant equipment and owner occupied property



Freehold Property

£'000

Leasehold improve-ments

£'000

Plant and machinery

£'000

Fixtures, fittings 

& office equipment

£'000

Total

£'000

Cost







At 31 March 2006


1,770

17

451

3,396

5,634

Additions


26

-

112

648

786








At 31 March 2007


1,796

17

563

4,044

6,420

Additions


62

27

44

647

780

Disposal to associate


-

-

-

(78)

(78)








At 31 March 2008


1,858

44

607

4,613

7,122








Depreciation







At 31 March 2006


(6)

(17)

(158)

(2,417)

(2,598)

Charge for the year


(44)

-

(57)

(551)

(652)








At 31 March 2007


(50)

(17)

(215)

(2,968)

(3,250)

Charge for the year


(40)

(15)

(61)

(534)

(650)

Disposal to associate


-

-

-

34

34








At 31 March 2008


(90)

(32)

(276)

(3,468)

(3,866)








Net book value







At 31 March 2008


1,768

12

331

1,145

3,256








At 31 March 2007


1,746

-

348

1,076

3,170









c) Goodwill

Goodwill relates to the purchase of Big Yellow Self Storage Company Limited in 1999. The asset is tested bi-annually for impairment. The carrying value of £1,433,000 remains unchanged from the prior year as there is considered to be no impairment in the value of the asset.

d) Assets classified as held for sale

The Group has land at five sites with a total historic cost of £18.0 million, which is carried at £16.million, after a provision for impairment of £1.7 million against two sites. Land at these five sites is surplus to requirements and the Group is currently marketing these assets for sale they are ready for sale and completion is expected within the next 12 months.  The balance at 31 March 2007 was £19.3 million cost and £18.2 million carrying value.  

  

e) Investment in associate

The Group has a 33.3% interest in Big Yellow Limited Partnership. This interest is accounted for as an associate, using the equity method of consolidation.  The Partnership commenced trading on 1 December 2007.





31 March

 2008

£'000

31 March

2007 

£'000

At the beginning of the year



-

-

Subscription for partnership capital and advances



5,703

-

Share of results (see below)



(249)

-









5,454

-







The figures below show the trading results of Big Yellow Limited Partnership, and the Group's share of the results and the net assets.




Big Yellow Limited Partnership



Year ended 31 March 2008 

£'000

Year ended 31 March 2007 

£'000





Income statement (100%)




Revenue


252

-

Cost of sales


(190)

-

Administrative expenses


(24)

-





Operating profit


38

-

Loss on the revaluation of investment properties


(562)

-

Interest payable


(59)

-

Fair value movement of interest rate derivatives


(165)

-





Loss before and after tax


(748)

-





Balance sheet (100%)




Investment property


11,830

-

Development property (including land held for resale)


10,909

-

Other fixed assets


50

-

Current assets


3,531

-

Current liabilities


(1,317)

-

Non-current liabilities


(8,642)

-





Net assets (100%)


16,361

-





Group share of (33.3%)




Operating profit


13

-

Interest payable


(20)

-

Loss on the revaluation of investment properties


(187)

-

Fair value movement of interest rate derivatives


(55)

-





Loss for the period


(249)

-





Associate net assets


5,454

-





   

e) Investment in associate 

The Partnership has in place a loan of £75 million, secured from Royal Bank of Scotland plc. The loan has a five year term and expires in 2013. The loan drawn down to date has been swapped to 30 June 2013, and has a weighted average interest cost of 6.64%.  


14.    VALUATIONS



Deemed cost

Valuation

Revaluation on deemed cost


£'000

£'000

£'000

Freehold Stores *




As at 31 March 2007

192,951

521,420

328,469

Movement in period

79,080

172,250

93,170

Sale to associate

(6,067)

(12,100)

(6,033)

Transfer on purchase of freeholds

3,584

10,700

7,116





As at 31 March 2008

269,548

692,270

422,722





Leasehold Stores




As at 31 March 2007

18,563

68,640

50,077

Movement in period

183

700

517

Transfer on purchase of freeholds

(3,584)

(10,700)

(7,116)





As at 31 March 2008

15,162

58,640

43,478





All Stores




As at 31 March 2007

211,514

590,060

378,546

Movement in period

79,263

172,950

93,687

Sale to associate 

(6,067)

(12,100)

(6,033)





As at 31 March 2008

284,710

750,910

466,200






    * Includes one long leasehold property 

The freehold and leasehold investment properties have been valued as at 31 March 2008 by external valuers, Cushman & Wakefield LLP, ("C&W"). The valuation has been carried out in accordance with the RICS Valuation Standards, 6th Edition as amended published by The Royal Institution of Chartered Surveyors ("the Red Book"). The valuation of each of the trading properties has been prepared on the basis of Market Value as a fully equipped operational entity, having regard to trading potential.

The valuation has been provided for accounts purposes and as such, is a Regulated Purpose Valuation as defined in the Red Book. In compliance with the disclosure requirements of the Red Book, C&W have confirmed that: 


  • The members of the RICS who have been the signatories to the valuations provided to the Group for the same purposes as this valuation have done so since September 2004. 

  • C&W have continuously been carrying out this valuation for the same purposes as this valuation on behalf of the Group since September 2004. 

  • C&W do not provide other significant professional or agency services to the Group. 

  • In relation to the preceding financial year of C&W, the proportion of the total fees payable by the Group to the total fee income of the firm is less than 5%.


Valuation methodology


C&W have adopted different approaches for the valuation of the leasehold and freehold assets as follows:


Freehold

The valuation is based on a discounted cash flow of the net operating income over a ten year period and notional sale of the asset at the end of the tenth year. 


Assumptions

A. Net operating income is based on projected revenue received less projected operating costs together with a central administration charge representing 6% of the estimated annual revenue. The initial net operating income is calculated by estimating the net operating income in the first 12 months following the valuation date.


B. The net operating income in future years is calculated assuming straight line absorption from day one actual occupancy to an estimated stabilised/mature occupancy level. In the valuation the assumed stabilised occupancy level for the 48 stores (both freeholds and leaseholds) averages 85.80% (2007: 86.06%). The projected revenues and costs have been adjusted for estimated cost inflation and revenue growth.


C. The capitalisation rates applied to existing and future net cash flow have been estimated by reference to underlying yields for industrial and retail warehouse property, bank base rates, ten year money rates, inflation and the available evidence of transactions in the sector. On average, for all 48 stores, the yield (net of purchaser's costs) arising from the first year of the projected cash flow is 4.21% (2007: 5.24%). This rises to 7.02% (2007: 6.80%) based on the projected cash flow for the first year following estimated stabilisation in respect of each property.


D. The future net cash flow projections (including revenue growth and cost inflation) have been discounted at a rate that reflects the risk associated with each asset. The weighted average annual discount rate adopted (for both freeholds and leaseholds) is 10.36% (2007: 10.19%).


E. Purchaser's costs of 5.75% (see below) have been assumed initially and sale plus purchaser's costs totalling 6.75% are assumed on the notional sales in the tenth year in relation to the freehold stores.


Leasehold

The same methodology has been used as for freeholds, except that no sale of the assets in the tenth year is assumed but the discounted cash flow is extended to the expiry of the lease. The average unexpired term of the group's seven short leaseholds is 17.7 years (March 2007: nine short leaseholds, 18.8 years).

Valuation assumption for purchaser's costs


The Group's investment property assets have been valued for the purposes of the financial statements after deducting notional purchaser's cost of 5.75% of gross value, as if they were sold directly as property assets. The valuation is an asset valuation which is entirely linked to the operating performance of the business. They would have to be sold with the benefit of operational contracts, employment contracts and customer contracts, which would be very difficult to achieve except in a corporate structure. We believe therefore that the valuation assumptions should be adjusted to reflect the reality.


   


This approach follows the logic of the valuation methodology in that the valuation is based on a capitalisation of the net operating income after allowing a deduction for operational cost and an allowance for central administration costs. Sale in a corporate structure would result in a reduction in the assumed Stamp Duty Land Tax but an increase in other transaction costs reflecting additional due diligence resulting in a reduced notional purchaser's cost of 2.75% of gross value. All the significant sized transactions that have been concluded in the UK in recent years were completed in a corporate structure. We therefore instructed C&W to carry out a Red Book valuation on the above basis, and this results in a higher property valuation at 31 March 2008 of £784,550,000 (£33,640,000 higher than the value recorded in the financial statements or 28.4 pence per share). We have included this revised valuation in the adjusted diluted net asset calculation (see note 12).  


15.    TRADE AND OTHER RECEIVABLES





31 March

 2008

£'000

31 March

2007 

£'000






Trade receivables



1,604

1,449

Other receivables



483

267

Prepayments and accrued income



5,378

5,266









7,465

6,982







Trade receivables are net of a bad debt provision of £4,000 (2007: £33,000). 


The Directors consider that the carrying amount of trade and other receivables approximates their fair value.


Trade receivables


The Group does not typically offer credit terms to its customers and hence the Group is not exposed to significant credit risk.  All customers are required to pay in advance of the storage period. A late charge of 10% is applied to a customers' account if they are greater than 10 days overdue in their payment. The Group provides for receivables on a specific basisThere is a right of lien over the customers' goods, so if they have not paid within a certain time frame, we have the right to sell the items they store to recoup the debt owed by the customer.  Trade receivables that are overdue are provided for based on estimated irrecoverable amounts from the sale of goods, determined by reference to past default experience. 


For individual storage customers, the Group does not perform credit checks, however this is mitigated by the fact that all customers are required to pay in advance, and also to pay a deposit ranging from between 1 week's to 4 weeks' storage income. Before accepting a new business customer who wishes to use a number of the Group's stores, the Group uses an external credit rating to assess the potential customer's credit quality and defines credit limits by customer. There are no customers who represent more than 5 per cent of the total balance of trade receivables.

 

Included in the Group's trade receivable balance are debtors with a carrying amount of £167,000 (2007£132,000 which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable. The Group holds a right of lien over the customers' goods if these debts are not paid. The average age of these receivables is 29 days past due (200734 days past due).

 

Ageing of past due but not impaired receivables




2008
£'000

2007

£'000

0 -30 days



112

73

30 - 60 days



26

30

            60 +days



29

29






Total



167

132






Movement in the allowance for doubtful debts




2008
£'000

2007
£'000

Balance at the beginning of the period



33

4

Impairment losses recognised 



-

29

Amounts written off as uncollectible



(29)

-






Balance at the end of the period



4

33







The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly, the directors believe that there is no further credit provision required in excess of the allowance for doubtful debts.


Ageing of impaired trade receivables





2008
£'000

2007
£'000

0 - 30 days



-

-

30 - 60 days



2

3

60 + days



2

30






Total



4

33







  16.    TRADE AND OTHER PAYABLES



31 March

 2008

£'000

31 March

2007 

£'000

Current




Trade payables


8,738

5,283

Other payables


2,241

2,584

Accruals and deferred income


9,614

15,162

Amounts owed to associate


77

-

VAT repayable under Capital Goods Scheme


1,228

2,557







21,898

25,586





Non current




VAT repayable under Capital Goods Scheme


3,889

5,116






The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.  The Directors consider the carrying amount of trade and other payables and accruals and deferred income approximates fair value. See note 18 for details of VAT repayable under Capital Good Scheme.

17.    FINANCIAL INSTRUMENTS

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 18, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in note 22.  The Group's banking facilities require hedging of 40% of the funds drawn. The Group has complied with this during the year.


Exposure to credit, interest rate and currency risks arises in the normal course of the Group's business. Derivative financial instruments are used to manage exposure to fluctuations in interest rates, but are not employed for speculative purposes.


         Significant accounting policies


Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements.


A. Balance sheet management

The Group's Board reviews the capital structure on an ongoing basis. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital. The Group seeks to have a conservative gearing ratio (the proportion of net debt to equity). The Board considers at each review the appropriateness of the current ratio in light of the above. The Board is currently satisfied with the Group's gearing ratio.


  

The gearing ratio at the year end is as follows:

    


2008
£'000

2007
£'000




Debt

(284,000)

(190,000)

Cash and cash equivalents

1,671

2,110




Net Debt

282,329

187,890

Balance sheet equity

580,105

487,979

Net debt to equity ratio

48.7%

38.5%


Debt is defined as long- and short-term borrowings, as detailed in note 18. Equity includes all capital and reserves of the Group attributable to equity holders of the parent. The Group is not subject to externally imposed capital requirements.


B.  Debt management

The Group borrows through a senior term loan, secured on its existing store portfolio. Borrowings are arranged to ensure an appropriate maturity profile and to maintain short term liquidity. Funding is arranged through a syndicate of blue chip banks and financial institutions, with whom the Group has a strong working relationship.


C.  Interest rate risk management


The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings, by the use of interest rate swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite; ensuring optimal hedging strategies are applied, by either positioning the balance sheet or protecting interest expense through different interest rate cycles. 


The group has the following interest rate derivatives in place (rate shown excludes margin):


  • £10 million vanilla swap fixed at 5.11%, expiring in January 2010. 

  • £50 million expiring in 2010. This is subject to a structured collar which links to the variable rate, providing LIBOR is between 3.95% and 5.68%. The rate payable is capped if LIBOR is outside that range.

  • £80 million fixed at 5.24% until September 2012. These swaps are callable quarterly by the bank.  

  • £50 million vanilla swap fixed at 5.4% until December 2012.


The Group does not hedge account for its interest rate swaps and states them at fair value, with changes in fair value included in the income statement. The loss in the income statement for the year of these interest rate swaps was £3,382,000 (2007: profit of £654,000). The fair value of the above derivatives was a liability of £2,870,000 (2007: asset of £512,000).


D.  Interest rate sensitivity analysis


In managing interest rate risks the group aims to reduce the impact of short-term fluctuations on the Group's earnings, without jeopardising its flexibility. Over the longer term, permanent changes in interest rates may have an impact on consolidated earnings.  


At 31 March 2008, it is estimated that an increase of one percentage point in interest rates would have decreased the group's annual profit before tax by £947,000 (2007: £1.33 million) and a decrease of one percentage point in interest rates would have increased the group's annual profit before tax by £1,440,000 (2007: £1.7 million). There would have been no effect on amounts recognised directly in equity. The sensitivity has been calculated by applying the interest rate change to the variable rate borrowings, net of interest rate swaps, at the year end.


E.  Cash management and liquidity 


Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate liquidity risk management framework for the management of the Group's short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Included in note 18 is a description of additional undrawn facilities that the Group has at its disposal to further reduce liquidity risk.


Short term money market deposits are used to manage liquidity whilst maximising the rate of return on cash resources, giving due consideration to risk.


F.  Foreign currency management


The group does not have any foreign currency exposure.


G.  Credit risk


The credit risk management policies of the Group with respect to trade receivables are discussed in note 15. The Group has no significant concentration of credit risk, with exposure spread over 30,000 customers in our stores.


The credit risk on liquid funds and derivatives is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies, in line with the Group's policy which is to borrow from major institutional banks when arranging finance. 


H.  Financial maturity analysis


In respect of interest-bearing financial liabilities, the following table provides a maturity analysis for individual elements.


2008 Maturity



Total

£'000

Less than one year

£'000

One to two years

£'000

Two to five years

£'000

More than five years

£'000







Debt






Bank loan payable at variable rate

144,000

-

-

144,000

-

Debt fixed by interest rate derivatives


140,000


-


-

140,000

-







Total

284,000

-

-

284,000

-








   


2007 Maturity



Total

£'000

Less than one year

£'000

One to two years

£'000

Two to five years

£'000

More than five years

£'000







Debt






Bank loan payable at variable rate

170,000

-

170,000

-

-

Debt fixed by interest rate derivatives


20,000


-


20,000

-

-







Total

190,000

-

190,000

-

-







The interest rate collar referred to in note 17c was paying on the variable rate at 31 March 2008 and 31 March 2007.


The Group's sensitivity to interest rates has decreased during the current period mainly due to the reduction in variable rate debt instruments and the increase in interest rate swaps. 

             I.  Fair values of financial instruments


The fair values of the Group's cash and short term deposits and those of other financial assets equate to their book values. Details of the Group's receivables at amortised cost are set out in note 16. The amounts are presented net of provisions for doubtful receivables and allowances for impairment are made where appropriate. Trade and other payables, including bank borrowings, are carried at amortised cost. Finance lease liabilities are included at the fair value of their minimum lease payments. Derivatives are carried at fair value.


            J.   Maturity analysis of financial liabilities


The contractual maturities are as follows:

2008

Trade and other  payables

£'000


Interest rate swaps

£'000

Borrowings and 

interest

£'000

Finance leases

£'000

Total

£'000







From five to twenty years

15

-

-

29,116

29,131

From two to five years

2,645

1,306

284,193

6,007

294,151

From one to two years

1,227

1,146

17,608

2,002

21,983







Due after more than one year

3,887

2,452

301,801

37,125

345,265

Due within one year

12,207

(93)

17,608

2,002

31,724







Total

16,094

2,359

319,409

39,127

376,989








   


2007


Trade payables

£'000


Interest rate swaps

£'000

Borrowings an

interest

£'000

Finance leases

£'000

Total

£'000







From five to twenty years

156

-

-

35,796

35,952

From two to five years

3,732

-

-

7,101

10,833

From one to two years

1,228

-

191,115

2,367

194,710







Due after more than one year

5,116

-

191,115

45,264

241,495

Due within one year

10,424

-

11,970

2,357

24,751







Total

15,540

-

203,085

47,621

266,246








         K.  Reconciliation of maturity analyses 


The maturity analysis in note 17J shows contractual non-discounted cash flows for all financial liabilities including interest payments. The table below reconciles the borrowings column in note 18 with the maturity analysis presented in note 17J.


2008




Borrowings

£'000



Interest 

£'000

Unamortised borrowing costs

£'000

Borrowings and 

interest

£'000







From two to five years


282,897

193

1,103

284,193

From one to two years


-

17,608

-

17,608







Due after more than one year


282,897

17,801

1,103

301,801

Due within one year


-

17,608

-

17,608







Total


282,897

35,409

1,103

319,409









2007




Borrowings

£'000



Interest 

£'000

Unamortised borrowing costs

£'000

Borrowings and 

interest

£'000







From two to five years


-

-

-

-

From one to two years


189,225

1,115

775

191,115







Due after more than one year


189,225

1,115

775

191,115

Due within one year


-

11,970

-

11,970







Total


189,225

13,085

775

203,085









  18.    BANK BORROWINGS



Secured borrowings at amortised cost


31 March

 2008

£'000

31 March

2007 

£'000











Bank borrowings



284,000

190,000

Unamortised loan arrangement costs



(1,103)

(775)









 282,897

189,225







The bank borrowings relates to a syndicated senior debt facility, which is secured on a first charge of 33 of the Group's properties and are subject to certain covenants.  The loan carries interest rate at 0.8% above LIBOR.


The weighted average interest rate paid on the bank borrowings during the year was 6.3% (2007: 5.7%).

The Group has £41,000,000 in undrawn committed borrowing facilities at 31 March 2008 which expire between two and three years (2007: £35,000,000 expiring between one and two years).


Interest rate profile of financial liabilities



Total

£'000

Floating rate

£'000


Fixed rate

£'000

Weighted average interest rate

Period for which the rate is fixed

Weighted average period until maturity








At 31 March 2008







Gross financial liabilities

284,000

144,000

140,000

6.2%

4.5 years

3.2 years








At 31 March 2007







Gross financial liabilities

190,000

170,000

20,000

6.3%

4.1 years

2.0 years









The floating rate at 31 March 2008 was 0.8% above one month LIBOR. All monetary liabilities, including short term receivables and payables are denominated in sterling.  


The Director's estimate the fair value of the Group's borrowings and VAT payable under capital goods scheme as follows:


    2008

    2007


Carrying amount

£'000

Estimated fair value

£'000

Carrying amount

£'000

Estimated fair value

£'000






Bank borrowings

284,000

286,870

190,000

189,488






VAT payable under capital goods scheme

5,117

4,331

7,673

6,680






The fair values have been calculated by discounting expected cash flows at interest rates prevailing at the year end.


Narrative disclosures on the Group's policy for financial instruments are included within the Business Review and note 17.


  19.    Deferred tax


The movement and major deferred tax items are set out below:







Revaluation 

of investment properties


Accelerated capital allowances


Deduction 

for share options




Other




Total


£'000

£'000

£'000

£'000

£'000

At 31 March 2006 

72,059

3,674

(4,547)

(606)

70,580

Recognised in income

22,908

127

-

439

23,474

Release of deferred tax provision

(94,967)

(3,801)

-

167

(98,601)

Recognised in equity

-

-

3,897

-

3,897







At 31 March 2007

-

-

(650)

-

(650)







Recognised in income

-

-

-

(1,091)

(1,091)

Recognised in equity

-

-

206

-

206







At 31 March 2008

-

-

(444)

(1,091)

(1,535)







Other deferred tax relates to an asset in relation to the fair value of derivatives of £804,000 (2007: £nil) and losses carried forward within the residual business of £287,000 (2007: £nil).


Temporary differences arising in connection with interests in associate are insignificant.

20.  obligations under finance leases




Minimum lease payments

Present value minimum of lease payments


2008
£'000

2007

£'000

2008
£'000

2007
£'000






Amounts payable under finance leases:





Within one year

2,002

2,357

1,958

2,306

Within two to five years inclusive

8,009

9,468

6,753

8,025

Greater than five years

29,116

35,796

13,563

16,707







39,127

47,621

22,274

27,038






Less: Future finance charges

(16,853)

(20,583)








Present value of lease obligations

22,274

27,038









All lease obligations are denominated in sterling. 


The fair value of the Group's lease obligations approximates their carrying amount. 

21.    Share capital



Authorised

Called up, allotted and fully paid


2008
£'000

2007

£'000

2008
£'000

2007
£'000






Ordinary shares at 10 pence each

20,000

20,000

11,551

11,456










No.

Movement in issued share capital





Number of shares at 1 April 2006




102,752,607

Exercise of share options - Share option scheme




2,706,927

Issue of shares




9,100,000






Number of shares at 31 March 2007




114,559,534

Exercise of share options - Share option scheme




954,585






Number of shares at 31 March 2008




115,514,119






    The Company has one class of ordinary shares which carry no right to fixed income.  

At 31 March 2008 options in issue to Directors and employees were as follows:



Date option 

granted

Option price per ordinary share

Date first exercisable

Date on which the exercise period expires

Number of ordinary shares






5 May 2000

100p

5 May 2003

4 May 2010

278,400

30 November 2000

137.5p

30 November 2003

29 November 2010

2,500

1 June 2001

125.5p

1 June 2004

31 May 2011

165,000

4 June 2001

131.5p

4 June 2004

4 June 2011

521,000

8 November 2001

98p

8 November 2004

7 November 2011

125,492

15 May 2002

102p

15 May 2005

14 May 2012

511,789

16 December 2002

81.5p

16 December 2005

15 December 2012

356,381

2 July 2003

82.5p

2 July 2006

1 July 2013

110,512

11 November 2003

96p

11 November 2006

10 November 2013

20,000

27 September 2004

nil p**

27 September 2007

26 September 2014

138,000

6 June 2005

nil p**

6 June 2008

5 June 2015

443,332

21 July 2005

156p*

21 July 2008

20 January 2009

16,326

21 December 2005

225p*

21 December 2008

20 June 2009

12,796

 9 June 2006

nil p**

 9 June 2009

8 June 2016

470,832

18 August 2006

347p*

18 August 2009

17 February 2010

6,191

12 March 2007

554p*

12 March 2010

11 September 2011

317

13 July 2007

nil p**

13 July 2010

13 July 2017

507,750

30 August 2007

409p*

30 August 2010

28 February 2011

7,066

6 March 2008

310p*

6 March 2011

5 September 2011

115,224










3,808,908






* SAYE (see note 23)

** LTIP (see note 23)

  Own shares



£'000




Balance at 1 April 2007


812

Purchase of shares


1,084




Balance at 31 March 2008


1,896




The own shares reserve represents the cost of shares in Big Yellow Group PLC purchased in the market and held by the Big Yellow Group PLC Employee Benefit Trust to satisfy options under the Group's share options schemes.  715,000 shares are held in the Employee Benefit Trust (2007: 615,000) and 100,000 are held in Treasury (2007: nil).

  22.    Movements in equity


Group

Share capital

£'000

Share premium account

£'000

Capital redemption reserve

£'000

 Retained earnings

£'000


Own shares 

£'000

Total

£'000








At 31 March 2006

10,275

3,668

1,653

229,535

(812)

244,319

Profit for the financial year

-

-

-

213,228


-

213,228

Taxation

-

-

-

(1,230)

-

(1,230)

Dividends

-

-

-

(7,051)

-

(7,051)

Issue of shares

1,181

37,196

-

-

-

38,377

Share options 

-

-

-

336

-

336









At 31 March 2007

11,456

40,864

1,653

434,818

(812)

487,979

Profit for the financial year

-

-

-

102,607


-

102,607

Taxation

-

-

-

96

-

96

Dividends 

-

-

-

(10,860)

-

(10,860)

Purchase of own shares

-

-

-

-

(1,084)

(1,084)

Issue of shares

95

781

-

-

-

876

Share options 

-

-

-

491

-

491








At 31 March 2008

11,551

41,645

1,653

527,152

(1,896)

580,105









The capital redemption reserve arose on the buy back of the Company's shares in the years ended 31 March 2003 and 31 March 2004. 

The own shares balance is amounts held by the Employee Benefit Trust and in Treasury (see note 21).


  23.    Share based payments

The Company has three equity share-based payment arrangements, namely approved and unapproved share option schemes, an LTIP scheme, and an Employee Share Save Scheme ("SAYE"). The Group recognised a total expense in the year related to equity-settled share-based payment transactions since 7 November 2002 of £491,000 (2007: £336,000).


Equity-settled share option plans


The Group granted options to employees under Approved and Unapproved Inland Revenue Share option schemes between 16 November 1999 and 11 November 2003. The Group's schemes provided for a grant price equal to the average quoted market price of the Group shares on the date of grant. The vesting period is three to ten years. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Furthermore, options are forfeited if the employee leaves the Group before the options vest. 


Since 3 September 2004 the Group has operated an Employee Share Save Scheme ("SAYE") which allows any employee who has more than six months service to purchase shares at a 20% discount to the average quoted market price of the group shares at the date of grant. The associated savings contracts are 3 years at which point the employee can exercise their option to purchase the shares or take the amount saved, including interest, in cash. The scheme is administered by Yorkshire Building Society.  


On 27 September 2004, 6 June 2005, 9 June 2006 and 13 July 2007 the Group awarded nil-paid options to senior management under the Group's Long Term Incentive Plan ("LTIP"). The awards are conditional on the achievement of challenging performance targets.  The awards granted on 27 September 2004 vested in full.


Share option scheme "ESO"

2008

No. of Options

2008

Weighted average exercise price
(in £)

2007

No. of Options

2007

Weighted average exercise price
(in £)






Outstanding at beginning of year

2,880,867

1.02

5,592,936

1.00

Granted during the year

-

-

-

-

Forfeited during the year

-

-

(14,861)

0.87

Exercised during the year

(789,792)

0.88

(2,697,208)

0.98






Outstanding at the end of the year

2,091,075

1.06

2,880,867

1.02






Exercisable at the end of the year

2,091,075

1.06

2,880,867

1.02







Options outstanding at 31 March 2008 had a weighted average contractual life of 3.7 (2007: 4.7) years. 

  

LTIP scheme

2008 

No. of Options

2007 

No. of Options




Outstanding at beginning of year

1,052,164

591,054

Granted during the year

507,750

470,832

Forfeited during the year

-

-

Exercised during the year

-

(9,722)




Outstanding at the end of the year

1,559,914

1,052,164




Exercisable at the end of the year

138,000

-





Options outstanding at 31 March 2008 had a weighted average contractual life of 8.1 years (2007: 8.5 years).


Employee Share Save Scheme ("SAYE").

2008 

No. of Options

2008

Weighted average exercise price
(in £)

2007 

No of Options

2007

Weighted average exercise price
(in £)






Outstanding at beginning of year

234,858

1.65

206,237

1.24

Granted during the year

187,976

3.31

40,943

4.29

Forfeited during the year

(100,122)

4.16

(11,072)

1.31

Exercised during the year

(164,793)

1.13

(1,250)

1.07






Outstanding at the end of the year

157,919

2.94

234,858

1.65






Exercisable at the end of the year

-

-

-

-







Options outstanding at 31 March 2008 had a weighted average contractual life of 2.9 years (2007: 1.3 years)


The inputs into the Black-Scholes model are as follows:



ESO

LTIP

SAYE





Expected volatility

24%

26%

28%

Expected life

3 years

3 years

3 years

Risk-free rate

4.7%

4.8%

4.9%

Expected dividends

3.2%

3.7%

3.7%






Expected volatility was determined by calculating the historical volatility of the Group's share price over the year prior to grant.  


24.    capital commitments

Amounts contracted but not provided in respect of the Group's properties as at 31 March 2008 were £20.7 million (2007: £17.2 million).

25.   Events after the balance sheet date


There are no reportable events after the balance sheet date.


26.   Related party transactions


Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. 

Transactions with Big Yellow Limited Partnership


As described in note 13, the Group has a 33% interest in Big Yellow Limited Partnership, and entered into transactions with the Partnership during the year on normal commercial terms.  


During the year, the Group sold property with a book value of £19.8 million to Big Yellow Limited Partnership, a related party of the Group, for a total profit of £0.5m. The Group earned fees from Big Yellow Limited Partnership of £138,000. At 31 March 2008, the Group owed £77,000 to Big Yellow Limited Partnership.


No other related party transactions took place during the years ended 31 March 2008 and 31 March 2007.

  Five Year Summary


IFRS

UK GAAP

2008

£'000

2007

£'000

2006

£'000

2005

£'000

2004
£
'000

Results






Revenue

56,870

51,248

41,889

33,375

23,830







Operating profit before gains and losses on property assets

29,342

27,067

21,645

15,030

4,719







Profit before taxation

101,837

152,837

118,547

42,836

1,243







Adjusted profit before taxation

13,315

14,233

12,601

7,791

N/A







Declared total dividend per share

9.5p

9.0p

5.0p

2.0p

1.05p







Key statistics






Number of stores open*

48

43

37

32

29

Square footage occupied*

1,850,000

1,835,000

1,672,000

1,470,000

1,268,000

Number of customers*

30,500

30,100

27,800

24,600

20,400

Average number of employees during the year

218

191

178

160

140


The amounts disclosed for 2004 are stated on the basis of UK GAAP because it is not practicable to restate amounts for the period prior to the date of transition to IFRS.


* - includes stores trading in Big Yellow Limited Partnership



This information is provided by RNS
The company news service from the London Stock Exchange
 
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