Interim Results

RNS Number : 0524V
Civitas Social Housing PLC
09 December 2021
 

9 December 2021 

 

CIVITAS SOCIAL HOUSING PLC

 

INTERIM REPORT

SIX MONTHS TO 30 SEPTEMBER 2021

 

Positive H1 performance, benefitting from active asset management

Further consistent growth in NAV and Rent Roll

Dividends delivered for targeted 5.5p Annual Distribution

 

Civitas Social Housing PLC ("Civitas", "CSH" or the "Company"), the UK's leading care-based and healthcare REIT, presents its interim results for the six months ended 30 September 2021.

 

The Interim Report and Financial Statements can be accessed via the Company's website at www.civitassocialhousing.com   or by contacting the Company Secretary by telephone on 01392 477500.

 

Performance Highlights

 

Property Valuation and Performance

30 Sept 21

30 Sept 20

% Change

31 March 21

Investment property IFRS (£m)

946.3

898.5

+5.32%

915.58

IFRS NAV per share (diluted) (p)

108.49

108.01

+0.36%

108.30

Financial Performance

 

 

 

 

Rent roll annualised (£m)

52.5

49.5

+6.06%

50.78

Rental income (£m)

25.1

24.1

+4.15%

47.85

EPRA earnings (£m)

14.9

15.5

-3.87%

30.60

Operating Cash Flow (£m)

19.8

19.1

+3.66%

36.111

Earnings per share (p)

2.87

2.81

+2.14%

5.80

EPRA earning per share (diluted) (p)

2.40

2.49

-3.61%

4.932

Dividends per share (p)

2.74

2.68

+2.24%

5.40

Financing

 

 

 

 

Loan to value ratio (%)

34.55%

26.8%

-

34.48%

1 See Annual Report and Financial Statements 31 March 2021 (page 22) for detailed commentary

2 See Appendix 1 - Notes to the calculation of EPRA and other alternative performance measures in the respective financial statements for supporting workings

 

Robust financial performance in line with expectations

· Annualised rent roll increased by 6.06% to £52.5 million

· Very low incidence of Covid-19 across portfolio, reflecting the specialist nature of buildings and care provided

· Further increase in net operating cash flow to £19.8 million

 

IFRS NAV per share resilient

· IFRS property valuation increased to £946.3 million 

· IFRS valuation net initial yield of 5.27% compared to average purchase yield of 5.84% (prior to purchase costs)

· Growth in IFRS NAV per share to 108.49 pence (30 Sept 20: 108.01 pence per share)

· Weighted Average Unexpired Lease Term (WAULT) of 22.7 years

 

 

Dividend payments and dividend cover

· Two dividends paid during period totalling 2.74 pence

· In line with full year target dividend of 5.55 pence for the year to 31 March 2022

· Actual run-rate dividend cover of 87.5% as at 30 Sept 2021; reduction principally attributable to the additional finance cost of the M&G drawdown prior to investment

 

Diversified and growing portfolio of 648 properties providing homes to 4,391 people

· Acquisition of 29 properties for £21.9m providing homes for a further 96 vulnerable adults; the purchases were funded from existing reserves and the drawdown of the M&G debt facility

· Growing the Company's capabilities in Advanced Homelessness Provision, with a specialised property now fully operational in Golders Green

· High level of acute care carried out by care providers with an average of over 43 hours per week across the portfolio

· Company's portfolio providing accommodation to tenants with learning disabilities, autism and mental health disorders with an average tenant age of 32 years

· Properties located across half the local authorities in England and Wales and leased to 17 approved providers, with support provided by 119 care providers

· Over one third of the portfolio on back-to-back 25 year leases with care providers mirroring the obligations in the lease to Approved Providers

· High level of bespoke adaptation for individual tenants' needs

 

Positive outlook

· M&G facility part-invested with balance available for pipeline opportunities

· Expansion and diversification of counterparties to include a number of charities

· There continues to be a strong and growing demand for secure housing with care for vulnerable and disabled adults, which Civitas is well placed to fulfil

 

ESG & Social Impact

· Continuing to successfully implement an enhanced ESG programme

· Implementation of active delivery programme with E.ON to reduce carbon emissions across the portfolio

· Target for portfolio to be EPC "A-C" by 2030 as part of broader implementation

· Social Impact Report - "Positive contribution to meeting impact objectives"

· GRESB benchmark assessment rating of "A"

· Portfolio generates £127 million of social value per year, including fiscal savings to public budgets of £75.9 million per year

Michael Wrobel, Non-Executive Chairman of the Company, commented:

 

"These results demonstrate the strong performance of the Company in financial and social terms. The provision of homes for life for the most vulnerable remains a priority which in turn enables the Company to deliver measurable social impact and responsible economic returns for shareholders. We would like to thank all our partners for their continuing efforts and support."

 

 

For further information, please contact:

 

Civitas Investment Management Limited

Paul Bridge  Tel: +44 (0)20 3058 4844

Andrew Dawber                                                Tel: +44 (0)20 3058 4846

 

Panmure Gordon

Sapna Shah  Tel: +44 (0)20 7886 2783

Tom Scrivens                                                      Tel: +44 (0) 20 7886 2648

 

Liberum Capital Limited 

Chris Clarke   Tel: +44 (0) 20 3100 2000

Darren Vickers

Owen Matthews    

 

Buchanan

Helen Tarbet / Henry Wilson  Tel: +44 (0) 20 7466 5000

Hannah Ratcliff / George Beale    civitas@buchanan.uk.com

 

 

Notes:

Civitas Social Housing PLC ("CSH") was created in 2016 by Civitas Investment Management Limited as the first dedicated London listed REIT, to raise long-term, sustainable, institutional capital to invest in care-based social homes across the UK. So far, Civitas has completed more than 120 individual transactions to build the largest portfolio of its kind that has been independently valued at £946.3 million (30 September 2021). CSH now provides homes for 4,391 working age adults with long-term care needs, in 648 bespoke properties that are supported by 119 specialist care providers, 17 approved providers and working with over 178 individual local authorities.

 

 

Chairman's Statement

 

As society continues to respond to the challenges of the ongoing COVID-19 pandemic, the Company once again thanks the staff at all our partners whose dedicated efforts have achieved:

 

· Continued low incidence of COVID-19 across our portfolio, compliance in our homes; and

· Ongoing delivery of asset management services for the benefit of residents.

 

Share Price

In recent months, the Company has been the subject of negative speculation due to the actions of certain short sellers in the Company's shares. The latter seek to benefit from driving down the Company's share price to make a profit at the expense of other shareholders. On 11 October 2021, the Company issued a 37-page report that rebutted and corrected suppositions made by a short seller.

 

The Board continues to have confidence in the revenue streams and assets of the Company and has demonstrated this by undertaking share buy-backs at these depressed levels. The Board and Investment Adviser have had open dialogue with shareholders to address issues and provide full transparency. We continue to consider all possible measures to restore confidence in the Company and its share price.

 

Our key focus remains on our tenants and delivering a robust financial performance for shareholders.

 

Financial Performance

During the period under review, our portfolio generated rental income of £25.1m (30 September 2020: £24.1m) representing a 4.2% increase over the corresponding period - a result of modest indexation of rents in a previously low CPI-based inflation environment and a small number of new properties purchased during the period.

 

Net cash generated from the operating activities was £19.8m, a slight increase on the comparable half-year period of £19.2m.

 

IFRS net asset value of the Company increased from 108.30 pence per Ordinary share at 31 March 2021 to 108.49 pence per Ordinary share at 30 September 2021.

 

The Company met the stated dividend target of 5.40p per share for the year to 31 March 2021. The Board set a new dividend target of 5.55p per share for the year to 31 March 2022 of which the first quarterly dividend of 1.3875p per share has been declared and paid.

 

During the six months to 30 September 2021, the Company invested £22.4m (gross of purchase costs)

in 29 property acquisitions, providing homes for a further 96 vulnerable adults. These purchases were

funded from existing reserves and the drawdown of the £84.5m facility with M&G that was announced in February 2021. Following this, at 30 September 2021, the Company held cash reserves of £72.0m (including the regular contingency cash buffer) and in addition owns debt-free properties, valued at more than £45.0m.

 

New Initiatives

The Board is pleased to note a number of new and continuing initiatives that have been developed by CIM and which are set out more fully within the Investment Adviser's Report.

 

In June 2020, the Company expanded its remit to include long-term provision for adapted specialist housing for homelessness provision, where properties are designed to enable the delivery of a significant level of care and support ("Advanced Homeless Provision"). This is aimed to break the cycle of homelessness and offer the potential of a new start for residents.

 

We are now providing accommodation to several local authorities in London and whilst this will remain a small element of the Company's overall portfolio the Board is encouraged that this represents an example of clear additionality in terms of social delivery above and beyond simply providing temporary accommodation.

 

The delivery of this service has featured in a short video that highlights the nature of the properties and the services that are being delivered and is supported by a commentary from Barnet Council, one of the Company's partners. It is available on the Company's website.

 

Commitment to Social Impact and ESG

The independent Half-Year Social Impact Report prepared by the specialist consultancy The Good

Economy ("TGE") accompanies the financial results. The report confirms that the Company continues

to "make a positive contribution to increasing the supply of specialist housing" and contributes to solutions based on the Impact Management Project ("IMP") classification of impact performance. IMP is a standardised approach to impact measurement as agreed by 2,000 organisations and uses five categories: What, Who, How Much, Contribution and Risk.

 

We continue to assist in the upward drive of management and governance standards through close working arrangements with Approved Providers. This includes the work of CIM in leading quarterly best practice seminars open to all holders of the Company's leases, together with regulatory and sector influential entities and individuals. This is intended to enable our partners to develop and build greater resource and expertise in their own operations on a stand-alone basis and to be able to represent, and share, best practice within the sector.

 

We also maintain and develop new compelling partnerships with sector-leading charities and seek to ensure we are at the forefront of maximising the impact of our market-leading position. In its last report, the Board announced its support for an additional two charities this year focusing upon mental health and the welfare of residents during the COVID-19 pandemic. These relationships are blossoming and the charities are reporting positive outcomes from the work that they undertake and from their engagement with the Company.

 

We have commenced a market-leading programme of environmental enhancements and carbon reduction to the portfolio. This is made possible by the national presence enjoyed by the Company and will lead to reduced energy bills for tenants without placing any additional funding obligations on the Company's Approved Providers. Our performance on carbon reduction is disclosed in the full Report.

 

Brexit

The Board has considered the changing political and economic environment in light of Brexit and does not consider there to be any material impacts or risks relevant to the Group.

 

Outlook

It continues to be the case that there is a substantial structural mismatch between the need for social

housing of all types and its availability - this is particularly so for housing with care that is delivered by the private sector without recourse to government grant or capital funding.

 

Civitas plays a pivotal role in investing responsible capital on a substantial basis to provide quality social homes for life. Our excellent long-term relationships across the sector provide us with access to a substantial pipeline of opportunities.

 

Michael Wrobel

Chairman

8 December 2021

 

 

Our Portfolio
By UK Region as at 30 September 2021

Region

Properties

Funds invested (Percentage)

Annualised rent roll (Percentage)

North East

64

5.9

7.1

North West

100

10.0

9.7

Yorkshire and the Humber

49

10.0

9.8

East Midlands

58

8.6

8.7

West Midlands

101

11.5

11.3

East of England

32

4.1

3.9

South East

64

10.2

10.0

South West

120

15.6

15.6

Wales

34

11.2

10.6

London

26

12.9

13.3

 

Market Value (%)

South West

15.8%

London

12.2%

West Midlands

11.5%

Wales

10.9%

South East

10.2%

Yorkshire and the Humber

9.9%

North West

9.7%

East Midlands

8.8%

North East

7.1%

East of England

3.9%

 

Tenancies

South West

759

North West

594

West Midlands

502

North East

462

Yorkshire and the Humber

422

South East

415

East Midlands

374

London

364

Wales

338

East of England

161

 

By Approved Provider as at 30 September 2021

Annualised Rent Roll (%)

Approved Provider

Rental Income

Falcon

19.3%

Auckland1

16.3%

BeST

12.3%

Inclusion

10.0%

Qualitas Housing1

7.4%

Westmoreland

5.9%

Encircle

5.8%

Trinity

5.2%

Pivotal

3.8%

Harbour Light

3.6%

Chrysalis

3.6%

New Walk

2.8%

My Space

1.1%

IKE

1.1%

Hilldale

0.9%

Windrush

0.8%

Blue Square

0.1%

 

Properties

Approved Provider

Number of Properties

Falcon

116

Auckland1

100

Inclusion

82

BeST

74

Trinity

43

Westmoreland

41

New Walk

41

Pivotal

27

Chrysalis

27

Harbour Light

27

Encircle

16

Hilldale

15

Windrush

13

IKE

10

My Space

8

Qualitas Housing1

7

Blue Square

1

 

Tenancies

Approved Provider

Tenancies

Falcon

850

BeST

591

Auckland1

547

Inclusion

507

Trinity

242

Westmoreland

239

Pivotal

238

Harbour

214

Encirle

205

New Walk

194

Qualitas Housing1

182

Chrysalis

149

My Space

71

IKE

68

Windrush

51

Hilldale

39

Blue Square

4

 

Market Value (%)

Approved Provider

Market Value

Falcon

19.5%

Auckland1

16.5%

BeST

12.6%

Inclusion

9.9%

Qualitas Housing1

7.6%

Westmoreland

6.2%

Trinity

5.1%

Encircle

4.8%

Pivotal

3.8%

Chrysalis

3.6%

Harbour Light

3.6%

New Walk

2.8%

IKE

1.1%

My Space

1.1%

Hilldale

0.9%

Windrush

0.8%

Blue Square

0.1%

 

1 Auckland and Qualitas Housing are both members of the Social Housing Family C.I.C

 

Investment Adviser's Report

 

Civitas Social Housing PLC is the market leader in the delivery of ethical, care-based residential accommodation that continues to offer sustainable returns for shareholders, outstanding community-based homes for residents whilst offering value for money for the public purse.

 

The Investment Adviser is Civitas Investment Management Limited which advises on a number of ethical funds with committed capital of c.£2.5bn.

 

"Thank you

to all our partners who have continued to provide such high-quality care, support, and housing throughout the pandemic and to the Company's investors who enable the provision of over 4,400 quality homes for the most vulnerable people in society."

 

Paul Bridge

CEO, Social Housing, Civitas Investment Management Limited

 

Overview of Results

CSH is a market leader in providing much-needed long-term housing with care in the United Kingdom and leading the charge for ethical investment in the sector. These interim results show a number of key achievements and themes:

 

•Continued strong resilience to the COVID-19 pandemic, both operationally, financially, and most importantly on a human level;

• Rents indexed at CPI and collected as planned with no disruption from COVID-19;

•M&G debt facility drawdown and part deployment into 29 new properties at a value of £22.4m with an average gross yield of 5.5%;

• A high-quality investment credit rating from Fitch of A secured and A- unsecured, maintained;

•A growing, market-leading portfolio of high-quality, medium to high acuity properties with asset management led by CIM;

• High levels of care provided to each and every resident, on average 43 hours per week, independently verified;

•Expansion and diversification of counterparties and into accommodation for those with advanced homelessness requirements with a sector-leading partnership delivered in the  London Borough of Barnet and featured as a case study which is set out in the full report.

• Work has commenced on the decarbonisation of the portfolio in partnership with E.ON;

•A team that continues to grow with a mix of high-level skills from real estate, fund management, social housing, care and asset management, unrivalled in terms of size and breadth in the sector;

• Actual run rate dividend cover* at c.87% which has reduced as a result of the removal of the gain on the SWAP valuation from the calculation;

• A continued focus on delivering the progressive dividend policy meeting target objectives of 5.40p for the year to 31 March 2021 and targeting 5.55p to March 2022;

• IFRS NAV increased to 108.49p per Ordinary share; and

• Ongoing Charges Ratio of 1.37%.

 

*  Alternative Performance Measure

 

Introduction

As outlined in the Chairman's statement, CIM would like to highlight the continued excellent performance of the portfolio with continued minimal disruption from, and low incidence of, COVID-19; high levels of compliance; high standards of care and management of homes, and ongoing active asset management.

 

The financial performance has been strong and the Company has expanded its remit to provide high-level 'advanced homelessness provision' at the request of local authorities in London with the aim of breaking the cycle of homelessness and offering the potential of a new start for residents.

 

The Company continues to develop and implement high standards of social impact as measured independently and continues to forge sector-leading relationships with key charities and sector bodies. The commitment to tackle the challenge of decarbonisation continues with the commencement of the retrofit programme, as launched by the government in late 2020.

 

As set out below, demand for our properties remains very high and we remain well placed to deliver on a large pipeline when opportunity allows.

 

Overall Market Context

In the context of 'Build Back Better' the government has indicated the paramount importance of healthcare and housing in fulfilling its pledge to 'fix social care once and for all'. In addition, decarbonisation is front and centre across government policy.

 

These core issues were reflected in the government spending review held on 24 October 2021 which

confirmed the pre-announced Health and Social Care levy and additional funding of £3.9bn to decarbonise buildings, £11.5bn to fund up to 180,000 affordable homes between 2021-2026 and £639m per year to 'resource fund' the reduction of rough sleeping. These commitments indicate the priority and require substantial private sector investment to meet the demanding targets set out by the government.

 

It is important to note that the funding for specialist care for adults of working age is separate to the social care debate which is primarily focused upon ensuring those who can pay towards social care when they are elderly are not forced to realise all of their assets to do so (effectively placing a cap on contributions of £86,000).

 

The current spending on the NHS and Social Care is around £235bn a year (Institute for government

24 September 2021). The new Health and Social Care levy will raise an additional £13bn a year through

a hypothecated tax of 1.25% on National Insurance contributions and a levy on dividend payments,

excluding pensions and property.

 

It is likely that the initial additional investment will focus upon reducing the estimated 5.7m people on

consultant referral waiting lists, the highest since 2007 and up from 4.5m in 2019 pre pandemic (BMA 15 October 2021), and then on further investment into social care.

 

Additional investment is welcome and in order for the government to meet its social and fiscal objectives it is clear that the focus will continue to be upon ensuring that as much non-acute care as possible for those of working age and those beyond retirement age is carried out in community-based settings.

 

In fact, although additional acute beds were provided during the pandemic within the NHS, the long-term trend is for as many conditions as possible to be addressed outside of acute hospital settings as this leads to improved social outcomes and lower financial costs (Healthcare Financial Management Association 2019).

 

The White Hall Report 2020 published each year by The Marwood Group (a leading think tank on health and social care) comments

 

"…the events of the last year have served to reinforce that…

 

…government decision making is paramount when investing in health and social care;

 

Public funding of healthcare services can make healthcare assets a safe haven in times of economic stress;

 

The independent sector will always have a role to play across health, social care and life sciences".

 

Displacing Healthcare Funding into the Community

The Health and Care Bill likely to be passed in 2022 further consolidates the trends of joining up healthcare services with social care through the formation of Integrated Care Systems (ICSs) to join up NHS services and community care services. This is supportive of the forms of care and housing delivered by the Company.

 

The principal of all forms of care being carried as far as possible in the community has had cross-party support for over 60 years and this applies to the following groups:

 

· Adults of working age with learning disabilities or autism;

· Adults of working age with physical disabilities;

· Adults with severe long-standing mental health issues;

· Elderly adults requiring social care; and

· Children with mental and/or physical disabilities.

 

This is underpinned by the Care Act of 2014 which sets out in one place local authorities' duties in relation to assessing people's needs and eligibility for publicly funded care and support. Housing and real estate are critical to these legal responsibilities as care needs a safe and appropriate building in which to be carried out. The statute underpinning the needs of children and young people is set out in the Children and Families Act 2014.

 

Social Housing

A renamed government department incorporating levelling up, housing and communities (LUHC) which essentially oversees all government policy and investment into housing and local government was formed in the reshuffle in September 2021. Led by Michael Gove, it further indicates how critical the government believes housing is to the wider levelling up agenda.

 

The White Paper on the future of social housing called "The Charter for Social Housing Residents" was published in November 2020. It proposed that the current regulatory system was maintained, namely that the Regulator of Social Housing continues to oversee the governance and viability of Approved Providers but is likely to have an enhanced role in overseeing consumer regulation. Post Grenfell there has been a view that the interests of residents have not sufficiently been heard and included in the management of general needs social housing. Homes England will continue to oversee government investment into social housing.

 

The implications of the Charter for Social Housing are likely to be positive for housing with care as the nature of the type of relationship the Approved Providers has with residents and the care provider is far more involved than in general needs housing. This has been reflected in the performance of the Approved Provider's during the pandemic with high levels of compliance and rent collection and low levels of COVID-19. CIM has been assisting in ensuring residents voices are heard through the commissioning of independent surveys referred to later in this report.

 

The government has recently announced additional funding for new housing. However, its key priority in terms of providing capital support is through the 95% mortgage guarantee scheme to enable first time buyers with a 5% deposit to purchase their first home.

 

New legislation on buildings standards and planning is, at the time of writing, being enacted with the aim of improving the quality of new build residential homes as well as enabling the level of housebuilding to rise with the primary government focus being upon home ownership. It is also likely that leasehold reform will be enacted to establish more rights for those purchasing new build homes. It is unlikely that this legislation will have an impact on the Company as the portfolio comprises low rise, traditional construction homes with no cladding. Further, the Company does not undertake new developments.

 

Demand

The National Housing Federation estimated in September 2020 that there were 8m people in some

form of housing need, 1.6m households on official waiting lists and at least 129,000 children living in temporary accommodation.

 

Given the level of supply of new social homes was, in 2020, only 6,338 (social homes at 50% of market rent) this demand will never be met. In addition, supply is further constrained by the demands placed upon existing large housing providers in meeting the costs generated by fire safety measures post Grenfell, remediation of cladding, the cost of reducing carbon emissions and additional consumer regulation proposed in the recent White Paper on social housing "The Charter for Social Housing Residents".

 

This all points to the continued very high demand for private and institutional capital to contribute to meeting the exceptionally high demand for high-quality specialist social housing.

 

Specialist Housing

All independent commentators agree that demand continues to rise (Mencap 2018 and 2021) for community-based housing driven by the general rise in the population, better birth outcomes and improved life expectancy, itself stimulated by more community based provision. In addition, trends in mental health continue to point to further high levels of demand. Since the pandemic, levels of referrals for acute mental health conditions have risen by 70% with 13,000 referrals in the month of May 2021 compared to 7,813 referrals in the equivalent month a year before.

 

LaingBuisson (a major healthcare consultancy) in its Adult Specialist Care report of 2020, estimates that in the learning disability market for care in the community over 90% of providers come from the

independent sector. For mental health this rises to 96%. This reflects that over the last 30 years almost all specialist care is provided by the private sector.

 

What is also clear is that the principal of community-based housing for those with other care needs is being extended to other groups, in particular, those with mental health issues and addictions. This trend was reinforced by the Homeless Reduction Act of 2017 which placed a statutory duty upon local

authorities to find homes for those at risk of serious harm caused by homelessness. Prior to the pandemic, Crisis estimated the cost of street homelessness to the state was over £20,000 per person annually. This does not include social losses and losses to the state in tax revenue.

 

At the start of the pandemic the 'Everyone In' campaign ensured over 37,000 people rough sleeping were housed in temporary accommodation, normally hotels. The challenge is now ensuring that those people are permanently housed with the support required to overcome often complex needs. This is the purpose of the advanced homelessness scheme in Barnet which will ensure a secure and stable home with extensive support.

 

The clear advantages are the same as housing for disabled groups with better social outcomes and reduced costs to the taxpayer.

 

Personal Care in the Homes Saves Lives

In the recent LaingBuisson Homecare and Supported Living market report sponsored by CIM, it was found that the experience the Company had of the low impact of COVID-19 on our residents was replicated across the specialist care and homecare sector. Given that this outcome applied to both sectors it points to the fact that where care can be carried out in small home-based settings, the safety of residents is likely to be more assured.

 

In addition, LaingBuisson found that almost all specialist care services are now provided by the private

sector, with state funding, and that both the care and the housing element of the market attract institutional investment which wants high social outcomes with long-term low risk indexed income.

 

Specialist supported housing has a long provenance with the first significant long stay hospital closure

programme being launched in the 1990s with a view to ensuring that everyone with a learning disability or other substantial care need could live within their own community in suitably adapted homes with care support.

 

As has been repeatedly demonstrated, the social benefits experienced by residents and their families of community-based care housing for life are substantial. This is described in more detail in our independent reports by The Good Economy and the Social Profit Calculator. It has also been long established by government and independent sources that the cost of care and housing against remote institutional care is considerably reduced often by a factor of more than half.

 

A key part of the rational for providing housing with care has always been that it significantly improves the enjoyment of life of those who benefit and it is cheaper than the alternatives. Importantly, further evidence of the continued efficiency of this argument was provided by Mencap in its latest report published in 2021 titled "Tea, smiles and empty promises".

 

Financial Review

Net rental income of £25.1m was generated in the period, a 4.2% increase over the corresponding period (30 September 2020: £24.1m).

 

This increase has been generated as a result of new investments made in the period, on-track indexation of rents and the effect of rental income on properties purchased prior to the period, being included for the full twelve months.

 

A net fair value gain of £2.3m (30 September 2020: £2.9m) was recorded in the period and operational cash flow increased to £19.8m (30 September 2020: £19.2m).

 

As at 30 September 2021, the IFRS net asset value of the Company was 108.49 pence per share, a slight increase on the 108.30 pence per share at 31 March 2021.

 

During the reporting period, the Company paid one dividend of 1.350 pence and one of 1.3875 pence which is fully in line with the distribution target of 5.55p announced for the year to 31 March 2022.

 

The portfolio was independently valued on an individual IFRS individual asset basis by JLL at £946.3m as at 30 September 2021 (30 September 2020: £898.5m) reflecting a net initial yield of 5.27%. This compares to an average purchase yield of 5.7% (prior to purchase costs) and reflects the ability of the Company to use its scale and market position to buy well, often off-market, and generally avoid taking part in auctions.

 

Share Price

CSH has seen significant volatility in its share price over recent months and as outlined in the Chairman's Statement the Board has taken action to address this through the letter to shareholders, the share buyback programme, dialogue with investors and a capital markets day in 2022.

 

This volatility is of course a concern and CIM will work with the Board to demonstrate to shareholders the underlying strength of the Company's revenues and the portfolio.

 

The Portfolio - Asset Management and Future Proofing

CSH has 648 properties across 178 local authority areas. Typically, properties are located close to local community-based facilities to support tenants, families and staff with minimal travel requirements.

 

Prior to acquiring assets, a full review is undertaken of the suitability and condition. Each property will

have a condition survey report highlighting the accommodation and current condition, together with any potential improvements required. This allows us to make an informed decision on the asset. Where works are highlighted, this will be factored into the cost of the transaction accordingly. To date, over £20m of post completion works have been completed across the portfolio, which have been paid for in the main by vendors as part of the acquisition and transaction process. The works range from minor repairs for health and safety requirements, to extensive refurbishments.

 

We have a dedicated asset management team which specialises in analysing and executing the best outcomes for the assets at any given time. This may include repurposing the usage or layout of an asset to complement the demands and requirements in that particular geographical location. At each key milestone a review is undertaken with our Approved Provider and surveying partners to maximise the outcomes and ensure added value in the project. We support the enhancement and future proofing of the assets through a number of workstreams that include energy improvement works, post completion works and other carefully planned projects. Working closely with the Company's Approved Provider partners allows a collaborative approach to improving the outcome for each individual asset and those occupying it.

 

Regular requests for adaptations are approved where a tenant's needs have changed, and alterations are required to support their occupation and stay within their home. On occasion such requests may be received and approved prior to a tenant occupying the property following an occupational health assessment. This is a key workstream in supporting those that are amongst some of the most vulnerable within society to integrate within their neighbourhood and community setting. These are usually paid for by the care provider and/or the local authority.

 

We work closely with the Company's energy partner E.ON on a vital project to improve energy efficiency and reduce carbon emissions across the portfolio as part of the Company's wider ESG strategy.

 

Our dedicated asset management software platform allows projects and workstreams to be tracked, with secure and restricted access for some of our partner firms to automatically update the system with progress and documentation. This streamlined process allows for operational effectiveness thus allowing the asset management team to focus on fundamental business operations.

 

Each year a small number of buildings require future proofing. The local authority and/or care provider will identify adaptions required to enable a change of use. This will ensure longevity of occupation and that optimal resident satisfaction is maintained. A case study of the Company's property in Barnet which has been changed to an advanced homelessness facility can be found in the full report.

 

The Portfolio - Rental Income by Approved Provider - as at 30 September 2021

The annualised rental income as at 30 September 2021 increased to £52.5m and this is expected to increase further as additional indexation is applied and the balance of the existing debt is invested.

 

Rental income is generated from leases with 17 Approved Providers as shown above.

 

Annualised Rent (%)

 

Approved Provider

Rental Income

Falcon

19.3%

Auckland

16.3%

BeST

12.3%

Inclusion

10.0%

Qualitas Housing

7.4%

Westmoreland

5.9%

Encircle

5.8%

Trinity

5.2%

Pivotal

3.8%

Harbour Light

3.6%

Chrysalis

3.6%

New Walk

2.8%

My Space

1.1%

IKE

1.1%

Hilldale

0.9%

Windrush

0.8%

Blue Square

0.1%

 

Market Value (%)1

Approved Provider

Market Value

Falcon

19.5%

Auckland

16.5%

BeST

12.6%

Inclusion

9.9%

Qualitas Housing

7.6%

Westmoreland

6.2%

Trinity

5.1%

Encircle

4.8%

Pivotal

3.8%

Chrysalis

3.6%

Harbour Light

3.6%

New Walk

2.8%

IKE

1.1%

My Space

1.1%

Hilldale

0.9%

Windrush

0.8%

Blue Square

0.1%

 

1 Including completed properties only.

 

Portfolio Characteristics

The key features of the CSH portfolio can be summarised as follows:

• Fully converted and specially adapted for care use;

• High number of care hours: over 43 hours a week on average;

• Median rents tested and compared against market equivalents;

• Properties always well located within the community and with commissioner support;

• Over one-third of the portfolio on back-to-back 25-year leases with care providers mirroring the obligations in the lease to Approved Providers;

• An own front door policy; and

• Over one-third of properties bought when new, without development or forward funding risk.

 

The high quality of the portfolio reflects the ability of the Company to source off market transactions through its extensive network of care provider relationships, with the aim of achieving value growth over time.

 

Overview of Activities of CIM

CIM has undertaken additional recruitment over the last 12 months attracting high calibre senior professionals from backgrounds in Healthcare, Asset Management, Finance, Transactions and Social Housing and Welfare. This has enabled CIM to bring significant additional added value to CSH.

 

Fitch Ratings

The Company has maintained its Fitch Ratings following the original, intensive due diligence process which led to a leading "A" secured and "A-" unsecured rating. This compares very well with a selection of well-established real estate companies.

 

The rating has opened up access to broader longer term funding markets and offers the potential for a material increase in tenure of facilities with competitive pricing for the benefit of the Company and its shareholders.

 

Environmental, Social and Governance

The Board's commitment to a continuous improvement process in its approach to Environmental Social and Governance ("ESG") integration is set out in its ESG Policy. CIM is responsible for the implementation of the commitment and continues to integrate ESG considerations in the CSH investment strategy. Please see the full report for further details on ESG.

 

In addition, CIM is engaging with ESG rating providers to improve and sometimes correct data they hold on CSH. CIM has also made available its own staff policies and procedures on its website for increased transparency and improved disclosure. Notably, active participation in the 2021 GRESB Public Disclosure Assessment has resulted in CSH achieving an A score, an improvement from a B score in 2020, while the peer group average score remains at C. GRESB is an investor driven global ESG framework. Meanwhile, the ESG Risk Rating Score for CSH by Sustainalytics of 13.9 (Low Risk) is marginally lower than was reported in March 2021. Sustainalytics measures how well companies manage ESG issues that are most material to their business.

 

Environmental: Carbon Reduction/Energy Cost Savings

The Company has been leading on improving the environmental performance of the portfolio and is working with E.ON (a leading UK energy and solutions company) under a national framework agreement in partnership with CSH tenants. The 'fabric first' approach to reducing the portfolio's carbon footprint includes the installation of cavity wall insulation, loft insulation, external wall insulation, air source heat pumps and solar PV and battery storage to identified properties. The installation of these energy efficient measures, utilising available government grants and other funding sources, maximises value for the Company and its counterparties. The collaboration with E.ON is delivering significant environmental enhancements without any cost to our Approved Providers.

 

As a result of active asset management and property improvements works, renovations and scheduled

post-completion works, the overall energy performance of the portfolio, as identified on Environmental Performance Certificates ("EPC"), which reports data, has improved over the last six months. The proportion of properties with EPC Rating A-C has increased to c.54% (from 52% in March 2021) and carbon footprint (estimated from property characteristics) has reduced by 1% per Civitas tenancy (from 2.73 tonnes of CO2/tenancy to 2.70 tonnes of CO2/tenancy).

 

Social Impact and Social Value

The Company's latest independent report from The Good Economy provides details of CSH's portfolio and the continued success in delivering measurable social impact. Findings include:

· 29 properties, housing up to 96 people, have been added to the CSH portfolio;

· 36% of CSH's 648 properties have been brought into the social housing sector for the first time;

·CSH's regular engagement with its Approved Providers to monitor the quality of its stock continued through the COVID-19 pandemic;

·Improvement works has enhanced the energy efficiency of homes, with 99.92% of homes with an EPC rating of E+;

·CSH's homes continue to serve vulnerable individuals and play a significant role in improving resident wellbeing, particularly when individuals are coming out of higher-acuity facilities;

·Social value analysis (March 2021) revealed that, overall, the portfolio generates £127m of social value per year, including fiscal savings to public budgets of £75.9m per year;

·87% of respondents to the resident survey in March 2021 reported that they were satisfied with the quality of their home, 8% reported that they were neither satisfied nor dissatisfied; and

· 99% statutory compliance rate by Approved Provider partners is better than the wider affordable housing sector.

 

Social: Charities

 

Crisis

Civitas has supported Britain's biggest homelessness charity over the last five years and the two organisations regularly collaborate on the emerging knowledge required to undertake advanced homelessness schemes. These are vital to enable people who have been at risk of or experienced homelessness to rebuild their lives whilst receiving considerable care and support in addition to a safe home in the community.

 

Choir With No Name

With Civitas' support the charity runs five choirs across the country for people who are homeless or marginalised. Rehearsals have been moved back indoors following the pandemic lockdown, and members, volunteers and staff are reported to be pleased. Alongside, the charity runs a free online workshop to members, the wider homeless sector and anyone who wants to attend. The charity has also provided team building events for the CIM team.

 

House of St Barnabas

This social enterprise works to support people affected by homelessness back into long-term employment. Civitas specifically supports the relationship-based mentoring programme focused on developing interpersonal skills and communication.

 

The Employment Academy staff at House of St Barnabas work with victims of homelessness who have successfully completed the employment preparation programme into work and help them to progress in work.

 

Women in Social Housing (WISH)

WISH promotes the benefits of being part of a networking community and boosts its members to succeed, advance and flourish in the UK housing sector. Civitas' support contributes to the championing of positive outcomes for women working in the sector.

 

Care Workers Charity and Little Sprouts

Civitas has developed new relationships with these two charities. CWC helps care workers through crisis using financial support and support centres, while Little Sprouts is dedicated to improving the health and wellbeing of communities through cooking workshops, surplus food collection, etc. They have also provided meals for those with mental health issues affected by the pandemic.

 

A Place For Me

The Company has, from its inception, been very keen to understand how residents living and moving into homes owned by it benefit from their environment, the quality of care received, what benefits they and their family derive, and how society and the taxpayer benefits.

 

We have rigorously challenged ourselves to ensure the social impact of the Company is maximised and measured independently through The Good Economy and Social Profit Calculator.

 

Over the last year, we have been working with a journalist and a photographer who have published a

book called 'A Place For Me', which tells the stories of 50 residents who live in the Company's properties. The interviews have been carried out on site and in person and have also involved families, care workers and other stakeholders. Civitas believes it will be one of the largest research projects ever carried out into the lives of those with learning disabilities and mental health issues.

 

The book is co-sponsored by a major care provider.

 

Governance

CIM continues to engage actively with Approved Providers (and care providers) - providing advice and shared learning. This has helped to facilitate continued high-level operational performance on occupancy rates, property compliance matters, and health and safety.

 

For more details on the Company's Governance arrangements, please refer to the 2021 Annual Report.

 

Regulation

In October 2021, the Regulator of Social Housing ("RSH") published its annual sector risk profile which seeks to set out its view on the sources of risk to providers' ongoing compliance with regulatory standards.

 

The key areas it highlights for the whole sector are:

· Increased scrutiny as set out in the social housing white paper;

· Increased costs associated with fire remediation post Grenfell and meeting the demands of the Fire Safety Act 2021;

· The cost of meeting the zero-carbon agenda; and

· Increased debt required to subsidise improvements to existing stock.

 

CSH always welcomes the engagement of the RSH with our Approved Provider counterparties and we support the work the RSH has undertaken in making recommendations for improvements in the sector over the last five years. The RSH continues to engage with all Approved Providers including those with which Civitas works.

Since the last report, the RSH is now engaging with nine of the Company's Approved Providers and it is anticipated that further engagement will continue with both remaining providers and other providers.

It is clear that the RSH will rightly publish information as to the improvements it wishes to see. When this occurs CSH will provide support to its partners as appropriate.

CSH has been at the forefront of addressing the RSH's concerns about the long-term risk planning of Approved Providers by pioneering the implementation of the force majeure clause and caps and collars on the indexation of rents of between 1% and 4%. We will continue to work with our counterparties and the RSH to ensure that we fulfil our intentions as one of the largest owners of SSH in the country to enable the sector to evolve and to maintain the improvements already made.

A senior figure from the RSH attended the last seminar held for Approved Providers and reaffirmed the RSH's view that demand is very high and private capital is required to meet this demand. The RSH notes that it does not opine on the merits or otherwise of a particular model but will highlight the risks and other concerns and continues to seek to assure itself that Approved Providers recognise the risks they are taking on. This is a key concern also for the Company and ensures interests are aligned with the RSH.

Below is a summary of the engagement between the Approved Providers and the RSH.

Approved Provider

Grading

Type of publication

Route

Auckland Home Solutions

N/A

Regulatory judgement

Reactive engagement

Bespoke Supportive Tenancies

N/A

Regulatory judgement

Reactive engagement

Encircle Housing

N/A

Regulatory judgement

Reactive engagement

Falcon Housing Association

N/A

Regulatory judgement

Reactive engagement

Hilldale Housing Association

N/A

Regulatory judgement

Reactive engagement

Inclusion Housing

G3/V3

Regulatory judgement

IDA and reactive engagement

My Space Housing Solutions

G3/V3

Regulatory judgement

Reactive engagement

Pivotal Housing Association

N/A

Regulatory judgement

Reactive engagement

Trinity Housing Association

G3/V3

Regulatory judgement

Reactive engagement

Westmoreland Supported Housing

G4/V3

Regulatory judgement

Reactive engagement

 

Outlook

Healthcare being provided as close to the community as possible and in homes or small residential settings is clearly demonstrated to be the focus of government and has considerable cross-party support. The private sector, both in terms of service delivery and investment, has a pivotal and essential role to play in this regard. Civitas is at the forefront of bringing the skills and experience required to work across sectors to further develop its high-quality portfolio and be influential in helping the sector to mature.

 

We remain committed to generating growth and shareholder value through ethical investing. We are passionately committed to ensuring value is maintained for the long term.

 

Civitas Investment Management Limited

Investment Adviser

8 December 2021

 

Key Performance Indicators

Increase in IFRS NAV per share

Target to achieve capital appreciation whilst maintaining a low risk strategy from enhancing the quality of cash flows from investments, by physical improvement of properties and by creating a significantly diversified, high-quality portfolio.

IFRS NAV increase of 10.54p per share or 10.76% from IPO.

Dividends per share

Targeting 5.55p per share for the current year growing broadly in line with inflation.

Dividends of 2.775p per share declared for the six-month

period.

Number of Local Authorities, Approved Providers and care providers

Target risk mitigation through a diversified portfolio (once fully invested) with no more than 25% exposure to any one local authority or single Approved Provider and no more than 20% exposure to any single geographical area.

As at 30 September 2021:

 

• 178 Local Authorities

• 17 Approved Providers

• 119 Care Providers

 

The Company's largest single exposure is to Flacon Housing Association and currently stands at 19.5%. The largest geographical concentration is in the South West, being 16%.

Loan to Gross Assets

Assets Target debt drawn of 35% of gross assets.

Leverage as at 30 September 2021 of 34.55% of gross assets.

 

Alternative Performance Measures

 

Alternative

Performance

Measure

Definition

Performance

Measure

30 September

2021

30 September

2020

31 March

2021

Portfolio NAV

IFRS NAV adjusted to reflect investment property valued on a portfolio basis rather than on an individual asset basis.

Portfolio NAV

 

Portfolio NAV per share

£742,636,000

 

119.74p

 

 

 

£735,913,000

 

118.38p

£736,768,000

 

118.47p

 

For a reconciliation of the Portfolio NAV to the IFRS results please see note 7 to Appendix 1 below.

 

EPRA

The Company is a member of the European Real Estate Association ("EPRA"). EPRA has developed and defined the following performance measures to give transparency, comparability and relevance of financial reporting across entities which may use different accounting standards. The Company is pleased to disclose the following measures which are calculated in accordance with EPRA guidance.

 

EPRA Performance Measure

Definition

Purpose

EPRA Performance Measure

30 September 2021

30 September

2020

31 March

2021

EPRA Earnings 

Earnings from operational activities. 

A key measure of a company's underlying operating results and an indication of the extent to which current dividend payments are supported by earnings.

EPRA Earnings

 

EPRA Earnings

per share (Basic and diluted)

£14,908,000

 

2.40p

£15,495,000

 

2.49p

£30,630,000

 

4.93p

EPRA Net Reinstatement Value ("NRV")

EPRA NAV metric which assumes that entities never sell assets and aims to represent the value required to rebuild the entity.

The EPRA NAV set of metrics make adjustments to the NAV per the IFRS financial statements to provide stakeholders with the most relevant information on the fair value of the assets and liabilities of a real estate investment company, under different scenarios.

EPRA NRV

 

EPRA NRV per share (diluted)

£672,742,000

 

108.23p

 

 

 

£672,798,000

 

108.23p

£674,042,000

 

108.38p

EPRA Net Tangible Assets ("NTA")

EPRA NAV metric which assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax.

EPRA NTA

 

EPRA NTA per share (diluted)

£672,742,000

 

108.47p

£672,798,000

 

108.23p

£674,042,000

 

108.38p

EPRA Net Disposal Value ("NDV")

EPRA NAV metric which represents the shareholders' value under a disposal scenario, where deferred tax, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax.

EPRA NDV

 

EPRA NDV per

share (diluted)

£671,524,000

 

108.27p

£667,202,000

 

107.33p

£671,476,000

 

107.97p

 

 

Past performance is not a reliable indicator of future performance.

 

 

EPRA Performance Measure

Definition

Purpose

EPRA Performance Measure

30 September 2021

30 September 2020

31 March 2021

EPRA Net Initial

Yield ("NIY")

Annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the market value of the property with (estimated) purchasers' costs.

A comparable measure for portfolio valuations. These measures should make it easier for investors to judge themselves, how the valuation of portfolio X compares with portfolio Y.

EPRA NIY

5.19%

5.26%

5.24%

EPRA 'Topped-up' NIY

This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rent-free periods (or other unexpired lease incentives such as discounted rent periods and stepped rents).

EPRA 'Topped-up' NIY

5.19%

5.26%

5.24%

EPRA Vacancy Rate

Estimated Market Rental Value ("ERV") of vacancy space divided by ERV of the whole portfolio.

A 'pure' (%) measure of investment property space that is vacant, based on ERV.

EPRA Vacancy Rate

0.00%

0.00%

0.00%

EPRA Costs Ratio

Administrative and operating costs (including and excluding costs of direct vacancy) divided by gross rental income.

A key measure to enable meaningful measurement of the changes in a company's operating costs.

EPRA Costs Ratio

 

EPRA Costs Ratio (excluding direct vacancy costs)

19.68%

 

 

19.68%

 

19.22%

 

 

19.22%

 

20.33%

 

 

20.33%

 

 

Past performance is not a reliable indicator of future performance.

 

For detailed workings reconciling the above measures to the IFRS results, please see Appendix 1 to these financial statements below.

 

Principal Risks and Risk Management

The principal risks facing the Company are substantially unchanged since the date of the Annual Report for the financial year ended 31 March 2021 and continue to be as set out on pages 44 to 47 of that report. Risks faced by the Company include, but are not limited to, strategy and competitiveness risks, investment management risks, accounting, legal and regulatory risks and operational risks, including cyber crime. Financial risks include market risks in relation to investment in property and liquidity funds, interest rate risk, credit risk and liquidity risk. Details of the Company's management of these risks are set out in the 2021 Annual Report.

 

The Company's Environmental, Social & Governance Updates can be found in the full report.

 

Statement of Directors' Responsibilities

The Directors acknowledge responsibility for the Half Year Report and confirm that, to the best of their knowledge, these condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the UK and give a true and fair view of the assets, liabilities, financial position and profit for the period of the Group as required by DTR 4.2.4R. The Directors confirm that the Interim Management Report (including the Chairman's Statement and the Investment Adviser's Report) includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

 

· an indication of important events that have occurred during the six-month period to 30 September 2021 and their impact on the condensed consolidated financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

· material related party transactions in the first six months and any material changes in the related party transactions described in the last annual report.

 

The Directors of the Company are set out below.

 

The principal risks and uncertainties facing the Group are consistent with those outlined in the Group's

most recent annual financial statements for the year ended 31 March 2021, reflecting the information

required by DTR 4.2.7R.

 

This Half Year Report was approved by the Board of Directors and the above responsibility statement was signed on its behalf by:

 

Michael Wrobel

Chairman

8 December 2021

 

 

Independent review report to Civitas Social Housing PLC

Report on the condensed consolidated interim financial statements

 

Our conclusion

We have reviewed Civitas Social Housing PLC's condensed consolidated interim financial statements (the "interim financial statements") in the Half Year Report of Civitas Social Housing PLC for the 6 month period ended 30 September 2021 (the "period").

 

Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

 

What we have reviewed

The interim financial statements comprise:

 

· the Condensed Consolidated Statement of Financial Position as at 30 September 2021;

· the Condensed Consolidated Statement of Comprehensive Income for the period then ended;

· the Condensed Consolidated Statement of Cash Flows for the period then ended;

· the Condensed Consolidated Statement of Changes in Equity for the period then ended; and

· the explanatory notes to the interim financial statements.

 

The interim financial statements included in the Half Year Report of Civitas Social Housing PLC have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

 

Responsibilities for the interim financial statements and the review

 

Our responsibilities and those of the Directors

 

The Half Year Report, including the interim financial statements, is the responsibility of, and has been approved by the Directors. The Directors are responsible for preparing the Half Year Report in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

 

Our responsibility is to express a conclusion on the interim financial statements in the Half Year Report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

What a review of interim financial statements involves

 

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

 

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

We have read the other information contained in the Half Year Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.

 

PricewaterhouseCoopers LLP

Chartered Accountants

London

8 December 2021

 

 

Condensed Consolidated Statement of Comprehensive Income
For the period from 1 April 2021 to 30 September 2021

 

 

Note

From 1 April 

2021 to 

30 September 

2021 

Unaudited

£'000 

From 1 April 

2020 to 

30 September 

2020 

Unaudited

£'000 

For the

year ended 

31 March 

2021 

Audited

£'000 

Revenue

 

 

 

 

Rental income

4.0

25,712 

24,301 

49,020 

Less direct property expenses

4.0

(636) 

(237) 

(1,175) 

Net rental income

 

25,076 

24,064 

47,845 

 

 

 

 

 

Directors' remuneration (including Employer's NIC costs)

 

(103) 

(95) 

(198) 

Investment advisory fees

16.2

(3,080) 

(3,062) 

(6,117) 

General and administrative expenses

 

(1,757) 

(1,468) 

(3,183) 

Total expenses

 

(4,940) 

(4,625) 

(9,498) 

 

 

 

 

 

Change in fair value of investment properties

9.0

2,258 

2,890 

5,511 

 

 

 

 

 

Operating profit

 

22,394 

22,329 

43,858 

Finance income

 

19 

20 

Finance expense - relating to bank borrowings

5.0

(5,228) 

(3,963) 

(7,737) 

Change in fair value of interest rate derivatives

13.0

686 

(908) 

(66) 

 

 

 

 

 

Profit before tax

 

17,852 

17,477 

36,075 

Taxation

6.0

Profit being total comprehensive income for the period

 

17,852 

17,477 

36,075 

Earnings per share - basic and diluted

7.0

2.87p

2.81p

5.80p

 

All amounts reported in the Condensed Consolidated Statement of Comprehensive Income above arise from continuing operations.

 

The notes below are an integral part of these condensed consolidated financial statements.

 

Condensed Consolidated Statement of Financial Position
As at 30 September 2021
 

 

Note

30 September 

2021 

Unaudited 

£'000 

30 September

2020 

Unaudited 

£'000 

30 March 

2021

Audited 

£'000 

Assets

 

 

 

 

Non-current assets

 

 

 

 

Investment property

9.0

923,943 

887,056 

893,684 

Other receivables

9.0

22,351 

11,491 

21,905 

Interest rate derivatives

13.0 

142 

 

 

946,436 

898,547 

915,589 

Current assets

 

 

 

 

Trade and other receivables

 

10,704 

12,479 

12,821 

Cash and cash equivalents

11.0 

76,494 

40,901 

107,097 

 

 

87,198 

53,380 

119,918 

Total assets

 

1,033,643 

951,927 

1,035,507 

 

 

 

 

 

Liabilities

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

 

(9,179)

(9,353) 

(9,345) 

Bank and loan borrowings

12.0 

- 

(59,937) 

 

 

(9,179)

(9,353) 

(69,282) 

Non-current liabilities

 

 

 

 

Bank and loan borrowings

12.0 

(351,571)

(269,776) 

(292,183) 

Interest rate derivatives

13.0 

- 

(1,386) 

(544) 

 

 

(351,571)

(271,162) 

(292,727) 

Total liabilities

 

(360,750)

(280,515) 

(362,009) 

Total net assets

 

672,884 

671,412 

673,498 

 

 

 

 

 

Equity

 

 

 

 

Share capital

14.0 

6,225 

6,225 

6,225 

Share premium reserve

 

292,626 

292,405 

292,463 

Capital reduction reserve

 

329,551 

330,926 

331,140 

Retained earnings

 

44,482 

41,856 

43,670 

Total equity

 

672,884 

671,412 

673,498 

Net assets per share - basic and diluted

15.0 

108.49p

108.01p

108.30p

 

 

These Condensed Consolidated Financial Statements were approved by the Board of Directors of Civitas Social Housing PLC and authorised for issue and signed on its behalf by:

 

Michael Wrobel

Chairman

8 December 2021

 

The notes below are an integral part of these condensed consolidated financial statements.

 

Condensed Consolidated Statement of Changes in Equity
For the period from 1 April 2021 to 30 September 2021

 

 

Note

Share

capital

£'000

Share

premium

reserve

£'000

Capital

reduction

reserve

£'000

 

Retained

earnings

£'000

Total

equity

£'000

Six month movements in equity (unaudited)

 

 

 

 

 

 

Balance at 1 April 2021

 

6,225

292,463

331,140 

43,670 

673,498 

Profit and total comprehensive income for the period

 

 

-

 

 

 

17,852 

 

17,852 

Issue of Ordinary Shares

 

 

 

 

 

 

Shares reissued from treasury

14.0

-

163

484 

- 

647 

Shares bought back into treasury

14.0

-

-

(2,073)

- 

(2,073)

Dividends paid

 

 

 

 

 

 

Total interim dividends for the period (2.7375p)

8.0

 

-

 

 

 

(17,040)

 

(17,040)

Balance at 30 September 2021

 

6,225

292,626

329,551 

44,482 

672,884 

 

 

 

 

 

 

 

 

Balance at 1 April 2020

 

6,225

292,405

330,926 

41,008 

670,564 

Profit and total comprehensive income for the period

 

 

-

 

 

 

17,477 

 

17,477 

Dividends paid

 

 

 

 

 

 

Total interim dividends for the period (2.675p)

8.0

 

-

 

 

 

(16,629)

 

(16,629)

Balance at 30 September 2020

 

6,225

292,405

330,926 

41,856 

671,412 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 April 2020

 

6,225

292,405

330,926 

41,008 

670,564 

Profit and total comprehensive income for the period

 

 

-

 

-

 

-

 

36,075 

 

36,075 

Issue of Ordinary shares

 

 

 

 

 

 

Shares reissued from treasury

14.0

-

58

214 

- 

272 

Dividends paid

 

 

 

 

 

 

Total interim dividends for the year ended 31 March 2021 (5.375p)

 

8.0

 

-

 

-

 

-

 

(33,413)

 

(33,413)

Balance at 31 March 2021

 

6,225

292,463

331,140 

43,670 

673,498 

 

The notes below are an integral part of these condensed consolidated financial statements.

 

 

Condensed Consolidated Statement of Cash Flows
For the period from 1 April 2021 to 30 September 2021

 

 

Note

From 1 April 

2021 to 

30 September 

2021 

Unaudited 

£'000 

From 1 April 

2020 to 

30 September 

2020 

Unaudited 

£'000 

For the

Year ended 

31 March 

2021 

Audited 

£'000 

Cash flows from operating activities

 

 

 

 

Profit for the period before taxation

 

17,852 

17,477 

36,075 

- Change in fair value of investment properties

 

(2,258)

(2,890)

(5,511)

- Change in fair value of interest rate derivatives

 

(686)

908 

66 

- Rent and incentive straight line adjustments

 

149 

41 

68 

- Bad debts (recovered)/expensed

 

(7)

289 

Finance income

 

-

(19)

(20)

Finance expense

 

5,228 

3,963 

7,737 

Increase in lease incentive receivable

 

(595)

(349)

(11,217)

Decrease/(increase) in trade and other receivables

 

1,447 

(2,622)

(3,150)

(Decrease)/increase in trade and other payables

 

(1,329)

2,638 

1,762 

Cash generated from operations

 

19,801 

19,147 

26,099 

Interest received

 

- 

19 

20 

Net cash flow generated from operating activities

 

19,801 

19,166 

26,119 

 

 

 

 

 

Investing activities

 

 

 

 

Purchase of investment properties

 

(16,491)

(17,247)

(19,462)

Acquisition costs

 

(1,115)

366 

(938)

Purchase of subsidiary company - including property

 

 

(13,559)

- 

Sale proceeds on sale of subsidiary company - excluding property

 

2,695 

- 

Utilisation of restricted cash held for investing activities

 

266 

13,849 

14,232 

Net cash flow used in investing activities

 

(28,204)

(3,032)

(6,168)

 

 

 

 

 

Financing activities

 

 

 

 

Cost of shares bought in treasury

 

(1,665)

-

Proceeds from shares released from treasury

 

 

919 

-

Dividends paid to equity shareholders

 

(17,005)

(16,597)

(33,319)

Bank borrowings advanced

12.0

 -

84,550 

Bank borrowing issue costs paid

 

(1,445)

(122)

(2,811)

Loan interest paid

 

(4,239)

(3,040)

(5,981)

Net cash (used in)/generated from financing activities

 

(23,435)

(19,759)

42,439 

 

 

 

 

 

Net (decrease)/increase in cash and cash equivalents

 

(31,838)

(3,625)

62,390 

Unrestricted cash and cash equivalents at the start of the period

 

103,819 

41,429 

41,429 

Unrestricted cash and cash equivalents at the end of the period

11.0

71,981 

37,804 

103,819 

 

The notes below are an integral part of these condensed consolidated financial statements.

 

 

Notes to the Condensed Consolidated Financial Statements
For the period from 1 April 2021 to 30 September 2021

 

1.0  Corporate information

These condensed consolidated financial statements for the period from 1 April 2021 to 30 September 2021 comprise the results of the Company and its subsidiaries (together the "Group") and were approved by the Board and authorised for issue on 8 December 2021.

 

The Company is incorporated in England and Wales under the Companies Act 2006 as a public company limited by shares with company number 10402528.

 

The address of the registered office is Beaufort House, 51 New North Road, Exeter, EX4 4EP. The Company is registered as an investment company under section 833 of the Companies Act 2006 and is domiciled in the United Kingdom.

 

The principal activity of the Company is to act as the ultimate parent company of the Group, whose principal activity is to provide shareholders with an attractive level of income, together with the potential for capital growth from investing in a portfolio of social homes.

 

2.0  Basis of preparation

On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became UK adopted international accounting standards, with future changes being subject to endorsement by the UK Endorsement Board. The Company transitioned to UK adopted international accounting standards in its consolidated financial statements on 1 January 2021. There was no impact or changes in accounting policies from the transition.

 

The Group's condensed consolidated financial statements ("Financial Statements") have been prepared on a going concern basis and in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority ("FCA") and with UK adopted international accounting standards 34 'Interim Financial Reporting'. The condensed consolidated financial statements should be read in conjunction with the Annual Report & Accounts for the year ended 31 March 2021, which have been prepared in accordance with IFRSs as adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and in accordance with International

Accounting Standards (IAS) in conformity with the requirements of the Companies Act 2006.

 

The current period financial statements have been reviewed, not audited. The financial statements for the period ended 30 September 2021 do not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for the year ended 31 March 2021 has been delivered to the Registrar of Companies. The Auditors' report on those accounts was not qualified. The Auditors' report did not contain statements under section 498(2) or (3) of the Companies Act 2006.

 

The comparative periods represent the period from 1 April 2020 to 30 September 2020 as reported in the Group's 2020 Interim Report, and for the year ended 31 March 2021 as reported in the Company's 2021 Annual Report.

 

The same accounting policies, estimates, presentation and methods of computation are followed in the Half Year Report as applied in the Group's latest annual audited financial statements, with the exception of the following items:

 

· Interest Rate Benchmark Reform - Phase 2: Amendments to IFRS 9 'Financial Instruments', IAS 39 'Financial Instruments; Recognition and Measurement', IFRS 7 'Financial Instruments: Disclosures', IFRS 4 'Insurance Contracts' and IFRS 16 'Leases (effective for periods beginning on or after 1 January 2021). These amendments address issues that might affect financial reporting when an existing interest rate benchmark is replaced with an alternative benchmark interest rate. The Group's borrowings with Lloyds Bank plc and HSBC Bank PLC and National Westminster Bank Plc are transitioning from the London Interbank Offer Rate (LIBOR) benchmark to the Sterling Overnight Index Average (SONIA) benchmark. There is expected to be negligible cost involved in the borrowing facility transition and the respective hedge instrument amendments.

 

The following are new standards, interpretations and amendments, which are not yet effective and have not been early adopted in this financial information, that will or may have an effect on the Group's future financial statements:

 

 

Amendments to IAS 1 'Presentation of Financial Statements' (effective for periods beginning on or after 1 January 2022) - clarifies that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period and not expectations of, or actual events, after the reporting date. The amendments also give clarification to the definition of settlement of a liability. The amendments are not expected to have a significant impact on the preparation of the financial statements.

 

Amendmentsto IFRS 3 'Business Combinations' (effective for periods beginning on or after 1 January 2022) - gives clarification on the recognition of contingent liabilities at acquisition and clarifies that contingent assets should not be recognised at the acquisition date. The amendments are not expected to have a significant impact on the preparation of the financial statements.

 

The Group's condensed consolidated financial statements have been prepared on a historical cost basis, as modified for the Group's investment properties and derivatives at fair value through profit or loss.

 

2.1  Functional and presentation currency

The financial information is presented in Pounds Sterling which is also the functional currency of the Company, and all values are rounded to the nearest thousand (£'000s) pound, except where otherwise indicated.

 

2.2  Going concern

The Group benefits from a secure income stream from long leases with the Approved Providers and presents a well-diversified risk. The Group's cash balances as at 30 September 2021 were £76,494,000 of which £4,513,000 was held as restricted cash. Details of this can be found in note 11.0.

 

To date, the Company's financial performance has not been negatively impacted by COVID-19. The Company and its Investment Adviser, Civitas Investment Management Limited ("CIM") are working closely with the Company's major counterparties to monitor the position on the ground and, should it be needed, to offer assistance and guidance where possible. The Board of Directors believes that the Company operates a robust and defensive business model and that social housing and specialist healthcare are proving to be some of the more resilient sectors within the market, given that they are based on non-discretionary public sector expenditure and that demand exceeds supply.

 

On 18 November 2021, an extension was granted for the facility with HSBC Bank PLC which now expires in November 2023.

 

Cash flow forecasts based on severe but plausible downside scenarios have been run and as a result of the positive cash balances and the positive future outlook regarding the social housing and specialist healthcare sector, the Directors believe that the Group is well placed to manage its financing and other business risks and that the Group will remain viable, continuing to operate and meet its liabilities as they fall due.

 

The Directors believe that there are currently no material uncertainties in relation to the Group's ability to continue for the period of at least 12 months from the date of approving the Group's condensed consolidated financial statements. The Board is, therefore, of the opinion that the going concern basis adopted in the preparation of the condensed consolidated financial statements is appropriate.

 

2.3  Segmental information

IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal financial reports about components of the Group that are regularly reviewed by the Chief Operating Decision Maker, which in the Group's case is delegated to the Investment Adviser, who has formed an Executive Team, in order to allocate resources to the segments and to assess their performance.

 

The internal financial reports received by the Investment Adviser's Executive Team contain financial information at a Group level as a whole and there are no reconciling items between the results contained in these reports and the amounts reported in the condensed consolidated financial statements.

 

The Directors consider the Group's property portfolio represents a coherent and diversified portfolio with similar economic characteristics and as a result these individual properties have been aggregated into a single operating segment. In the view of the Directors there is accordingly one reportable segment under the provisions of IFRS 8.

 

All of the Group's properties are based in the UK. No geographical grouping is contained in any of the internal financial reports provided to the Investment Adviser's Executive Team and, therefore no geographical segmental analysis is required by IFRS 8.

 

3.0  Significant accounting judgements, estimates and assumptions

In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are unchanged from those outlined in the Annual Report.

 

4.0  Rental income

 

From

1 April 2021 to

30 September

2021

Unaudited

£'000

From

1 April 2020 to

30 September

2020

Unaudited

£'000

For the

year ended

31 March

2021

Audited

£'000

Rental income from investment property

25,225 

24,105 

48,201 

Rent straight line adjustments

299 

174 

372 

Lease incentive adjustments

(448)

(215)

(439)

Rechargeable costs received 

636 

237 

886 

Rental Income

25,712 

24,301 

49,020 

Less direct property expenses

(636)

(237)

(1,175)

Net rental income

25,076 

24,064 

47,845 

 

 

5.0  Finance expense

 

 

From

1 April 2021 to

30 September

2021

Unaudited

£'000

From

1 April 2020 to

30 September

2020

Unaudited

£'000

For the

year ended

31 March

2020

Audited

£'000

Interest paid and payable on bank borrowings

and derivatives

4,390

3,208

6,416

Amortisation of loan arrangement fees

814

728

1,293

Loan security fees

21

-

-

Bank charges and other interest

3

27

28

Total

5,228

3,963

7,737

 

6.0  Taxation

As a UK REIT, the Group is exempt from corporation tax on the profits and gains from its property investment business, provided it meets certain conditions as set out in the UK REIT regulations. For the period ended 30 September 2021, the Group did not have any non-qualifying profits and accordingly there is no tax charge in the period. If there were any non-qualifying profits and gains, these would be subject to corporation tax.

 

It is assumed that the Group will continue to be a UK REIT for the foreseeable future, such that deferred tax has not been recognised on temporary differences relating to the property rental business.

 

A deferred tax assets of £2,405,000 (30 September 2020: £1,212,000; 31 March 2021: £1,508,000) has not been recognised in respect of the unutilised residual current year losses as it is not anticipated that sufficient residual profits will be generated in the future.

 

 

From 
1 April 2021 to
30 September
2021

Unaudited

£'000

From 
1 April 2020 to
30 September
2020

Unaudited

£'000

For the

year ended

31 March
2021

Audited

£'000

Corporation tax charge/(credit) for the period

-

-

-

Total

-

-

-

 

The tax charge for the period is less than the standard rate of corporation tax in the UK of 19%. The differences are explained below.

 

 

From 
1 April 2021 to
30 September
2021

Unaudited

£'000

From 
1 April 2020 to
30 September
2020

Unaudited

£'000

For the

year ended

31 March
2021

Audited

£'000

Group

 

 

 

Profit before taxation

17,852 

17,477 

36,075 

UK corporation tax rate

19.00%

19.00%

19.00%

Theoretical tax at UK corporation tax rate

3,392 

3,321 

6,854 

Effects of:

 

 

 

Change in value of exempt investment properties

(429) 

(549) 

(1,047) 

Exempt REIT income

(3,529) 

(3,263) 

(6,511) 

Amounts not deductible for tax purposes

(22) 

255 

171 

Unutilised residual current period tax losses

318 

236 

533 

Total

- 


The standard rate of corporation tax is currently 19%. The government has announced that the corporation tax standard rise to 25% from 1 April 2022.

 

REIT exempt income includes property rental income that is exempt from UK corporation tax in accordance with Part 12 of the Corporation Tax Act 2010.

 

7.0  IFRS Earnings per share

Earnings per share ("EPS") amounts are calculated by dividing profit for the period attributable to equity holders of the Company by the weighted average number of Ordinary shares in issue during the period.

 

The calculation of basic and diluted EPS is based on the following:

 

 

From

1 April 2021 to

30 September

2021

Unaudited

£'000

From

1 April 2020 to

30 September

2020

Unaudited

£'000

For the

year ended

31 March

2021

Audited

£'000

Calculation of Basic EPS

 

 

 

Net profit attributable to Ordinary shareholders (£'000)

17,852 

17,477 

36,075 

Weighted average number of Ordinary shares (excluding shares held in treasury)

622,260,670  

621,646,380 

621,651,859 

EPS - basic & diluted

2.87p

2.81p

5.80p

 

8.0  Dividends

 

From

1 April 2021 to

30 September

2021

Unaudited

£'000

From

1 April 2020 to

30 September

2020

Unaudited

£'000

For the

year ended

31 March

2021

Audited

£'000

Dividend of 1.325p for the three months to
31 March 2020

 

-

 

8,237

 

8,237

Dividend of 1.35p for the three months to

30 June 2020

 

-

 

8,392

 

8,392

Dividend of 1.35p for the three months to

30 September 2020

 

-

 

-

 

8,392

Dividend of 1.35p for the three months to

31 December 2020

 

-

 

-

 

8,392

Dividend of 1.35p for the three months to

31 March 2021

 

8,403

 

-

 

-

Dividend of 1.3875p for the three months to

30 June 2021

 

8,637

 

-

 

-

Total

17,040

16,629

33,413

 

On 5 November 2021, the Company announced a dividend of 1.3875 pence per share in respect of the period 1 July 2021 to 30 September 2021 totalling £8,555,000. The dividend payment will be paid on or around 13 December 2021 to shareholders on the register as at 19 November 2020. The financial statements do not reflect this dividend.

 

9.0  Investment property

 

From

1 April 2021 to

30 September

2021

Unaudited

£'000

From

1 April 2020 to

30 September

2020

Unaudited

£'000

For the

year ended

31 March

2021

Audited

£'000

Balance at beginning of period

915,589 

878,743 

878,743 

Property acquisitions

26,886 

15,612 

19,129 

Acquisition costs

1,115 

566 

1,056 

Lease incentives and rent straight line adjustments recognised

446 

736 

11,150 

Change in fair value during the period

2,258 

2,890 

5,511 

Value advised by the property valuers

946,294 

898,547 

915,589 

Less lease incentive assets and rent straight line assets

(22,351)

(21,905)

Total

923,943 

887,056 

893,684 

 

Acquisitions include capital expenditure to enhance lettable space of £4,940,000 (year ended 31 March 2021: £4,077,000; period from 1 April 2020 to 30 September 2020: £460,000).

 

During the period, the Group acquired a property holding company from Herleva Properties Ltd which held assets totalling £8.6m. These are included within Property Acquisitions in the note above.

 

Herleva Properties Limited is a subsidiary of Specialist Healthcare Operations Limited ("SHO"). Andrew Dawber and Tom Pridmore (both directors of the Investment Adviser), are 14.99% shareholders in SHO. They are not directors of SHO, and have no operational role in that business. SHO does not meet the definition of a related party under IAS 24.

 

In accordance with "IAS 40: Investment Property", the investment property has been independently valued at fair value by Jones Lang LaSalle Ltd ("JLL"), an accredited external valuer with recognised and relevant professional qualifications and recent experience of the location and category of the investment property being valued. However, the valuations are the ultimate responsibility of the Directors.

 

Valuation

 

JLL valued the Group's properties if they were each sold in independent transactions in accordance with IFRS, at £946,294,000 as at 30 September 2021 (31 March 2021: £915,589,000 and 30 September 2020: £898,547,000).

 

JLL has provided additional valuation services on the acquisition of investment property to the Company during the period.

 

In relation to the period ended 30 September 2021, the proportion of the total fees payable by the Company to JLL's total fee income was less than 5% and is therefore minimal. Additionally, JLL has a rotation policy in place whereby the signatories on the valuations rotate after seven years.

 

With the exception of the transaction detailed in note 10.0, all other corporate acquisitions during the period have been treated as asset purchases rather than business combinations because, following review of the IFRS 3 concentration test, they are considered to be acquisitions of properties rather than businesses.

 

The following table provides the fair value measurement hierarchy for investment property:

 

 

Total
£'000

Quoted prices in active
markets
(Level 1)
£'000

Significant
observable
inputs
(Level 2)
£'000

Significant
unobservable
 inputs
(Level 3)
£'000

Investment properties measured at fair value

 

 

 

 

30 September 2021

923,943

-

-

923,943

31 March 2021

893,684

-

-

893,684

30 September 2020

887,056

-

-

887,056


There have been no transfers between Level 1 and Level 2 during any of the periods, nor have there been any transfers between Level 2 and Level 3 during any of the periods.

 

The valuations have been prepared in accordance with the RICS Valuation - Professional Standards (incorporating the International Valuation Standards) by JLL, one of the leading professional firms engaged in the Social Housing sector.

 

As noted previously, all of the Group's investments are reported as Level 3 in accordance with IFRS 13 where external inputs are "unobservable" and value is the Directors' best estimate, based upon advice from relevant knowledgeable experts.

 

The determination of the fair value of investment property requires an examination of the specific merits of each property that are in turn considered pertinent to the valuation.

 

These include:

 

1. the regulated social housing sector and demand for the facilities offered by each SSH property owned by the Group;

 

2. the particular structure of the Group's transactions where vendors, at their own expense, meet the majority of the refurbishment costs of each property and certain purchase costs;

 

3. detailed financial analysis with discount rates supporting the carrying value of each property;

 

4. a full repairing and insuring lease with annual indexation based on CPI or CPI+1% and effectively 25 years outstanding in most cases with a Housing Association, itself regulated by the Regulator of Social Housing. The following descriptions and definitions relating to valuation techniques and key unobservable inputs made in determining fair values are as follows:

 

Valuation techniques: income approach fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. an exit price).

 

The valuation methodology used by the valuers follows the income approach. This approach considers the rental income currently payable; the next uplift for that income under review; the likelihood of a continuation of that rental income - with growth in accordance with the leases - over the remaining terms; and then a long-term reversion which considers the likely ability of the properties to continue to generate rent through supported housing occupation, as distinct from a reversion to vacant possession value.

 

Risks are involved in both assessing the value of the rental income over the remaining terms of the leases and in also predicting that income will continue beyond the end of the existing leases. This is a balanced judgement, which can properly reflected in the exit yield applied to the final year's income and in the overall return to a purchaser.

 

Appropriate taxation calculations are adopted for every property based on its value and on the assumption of the sale of the property assets directly as opposed to shares of a subsidiary company holding the property and have considered the individual characteristics of the properties.

 

There are two main unobservable inputs that determine the fair value of the Group's investment property:

 

1. The rate of 2.00% per annum has been used for CPI over the term of the subject properties' leases in line with the Bank of England's long-term inflation targets for CPI. It should be noted that all leases benefit from either CPI orCPI+1 indexation.

 

2. The discount rate applied to the rental flows.

 

Key factors in determining the discount rates applied include the regulated social housing sector and demand for each SSH property owned by the Group, costs of acquisition and refurbishment of each property, the anticipated future underlying cash flows for each property, benchmarking of each underlying rent for each property (passing rent), and the fact that all of the properties within the Group's portfolio have the benefit of full repairing and insuring leases entered into by an Approved Provider. As at the balance sheet date, the lease lengths within the Group's portfolio ranged from an

effective 15.9 years to 46.5 years with a weighted average unexpired lease term of 22.7 years. The greater the length of the lease, then, all other metrics being equal, the greater the value of the property.

 

Sensitivities of measurement of significant unobservable inputs

 

The Group's property investment valuation is open to inherent uncertainties in the inputs that determine fair value. As a result, the following sensitivity analysis has been prepared:

 

Average discount rate and range

 

The average discount rate used by the valuer in the Group's property Portfolio Valuation is 6.0% ( 30 September 2020: 6.0%; 31 March 2021: 6.0%). The range of discount rates used by the valuer in the Group's property Portfolio Valuation is from 4.7% to 10.7% (30 September 2020: 4.7% to 10.7%; 31 March 2021: 4.7% to 10.7%). In assessing the range of discounts, the valuer considers the likely net initial yield which would be sought by the investment market and builds in additional discounts to reflect added risk into the discount rate of the term and, in some cases, the discount rate for the reversion. For example where larger rental growth is allowed during the lease, an additional discount is built into the reversion because of the greater risk of a fall in the rent at the end of the lease.

 

Similarly additional discounts are considered where properties are in the process of being re-purposed and premiums are considered where residential care assets are funded by back-to-back leases with care providers. The table below illustrates the change to the value of investment properties if the discount rate and CPI used for the portfolio valuation calculations are changed:

 

 

-0.5% in discount rate

£'000


+0.5% in discount rate

£'000

+0.25% in CPI

£'000

-0.25% in CPI

£'000

Increase/(decrease) in the IFRS fair value of investment properties at

 

 

 

 

30 September 2021

34,599 

(33,316)

29,727

(28,354)

30 September 2020

34,530 

(32,100)

27,479

(26,398)

31 March 2021

34,131 

(31,776)

27,211

(26,175)

 

 

10.0  Subsidiary resale

 

From 1 April 2021 to

30 September 2021
Unaudited
£'000

From 1 April 2020 to

30 September2020
Unaudited
£'000

For the

year ended

31 March

2021

Audited
£'000

Acquisition of subsidiary companies (including intercompany loan)

13,559 

-

-

Acquisition costs

753 

-

-

Transfer to investment property

(11,617)

-

-

Sale proceeds

(2,695)

-

-

Total

-

-

-

 

On 23 April 2021, the Group entered into a transaction to acquire the freehold properties operated by CPI Care Limited. Upon the acquisition of the companies for £13,559,000 plus transaction costs; the properties were transferred into other group companies and the company acquired, along with its associated operations, was sold to Envivo Corundum Bidco Limited for £2,695,000.

 

Envivo Corundum Bidco Limited is a subsidiary of Specialist Healthcare Operations Limited ("SHO"). Andrew Dawber and Tom Pridmore (both directors of the Investment Adviser), are 14.99% shareholders in. They are not directors of SHO and have no operational role. SHO does not meet the definition of a related party under IAS 24.

 

11.0  Cash and cash equivalents

 

 

From 1 April

2021 to

30 September 2021

Unaudited

£'000

From 1 April

2020 to

30 September 2020

Unaudited

£'000

For the

year ended

31 March

2021

Audited

£'000

Cash held by solicitors

3,456

1,204

721

Liquidity funds

10,485

10,485

10,485

Cash held at bank

58,040

26,115

92,613

Unrestricted cash and cash equivalents

71,981

37,804

103,819

Restricted cash

4,513

3,097

3,278

Total

76,494

40,901

107,097

 

Liquidity funds refer to money placed in money market funds. These are highly liquid funds with accessibility within 24 hours and subject to insignificant risk of changes in value.

 

Cash held by solicitors is money held in escrow for expenses expected to be incurred in relation to investment properties pending completion. These funds are available immediately on demand.

 

Restricted cash represents amounts held for specific commitments, tenant deposits and retention money held in relation to deferred payments subject to achievement of certain conditions, other retentions and cash segregated to fund repair, maintenance and improvement works to bring the properties up to satisfactory standards for the Group and the tenants.

 

 

12.0  Bank and loan borrowings

Bank borrowings are secured by charges over individual investment properties held by certain asset-holding subsidiaries. The banks also hold charges over the shares of certain subsidiaries and any intermediary holding companies of those subsidiaries. Any associated fees in arranging the bank borrowings unamortised as at the period end are offset against amounts drawn on the facilities as shown in the table below:

 

From 1 April

2021 to

30 September 2021

Unaudited

£'000

From 1 April

2020 to

30 September 2020

Unaudited

£'000

For the

year ended

31 March

2021

Audited

£'000

Bank borrowings at start of period

357,050 

272,500 

272,500 

Bank borrowings drawn

84,550 

Bank borrowings drawn at end of period

357,050 

272,500 

357,050 

Unamortised loan issue costs at start of period

(4,930)

(3,330)

(3,330)

Less: loan issue costs incurred

(1,363)

(122)

(2,893)

Add: loan issue costs amortised

814 

728 

1,293 

Unamortised loan issue costs at the end of period

(5,479)

(2,724)

(4,930)

At end of period

351,571 

269,776 

352,120 

 

 

From 1 April

2021 to

30 September 2021

Unaudited

£'000

From 1 April

2020 to

30 September 2020

Unaudited

£'000

For the

year ended

31 March

2021

Audited

£'000

Maturity of bank borrowings

 

 

 

Repayable within 1 year

-

-

59,937

Repayable between 1 to 2 years

158,660

159,150

99,256

Repayable between 2 to 5 years

59,236

58,970

59,102

Repayable after 5 years

133,675

51,656

133,825

Total

351,571

269,776

352,120

 

The Group is party to the following loan facility agreements:

 

A ten-year Sterling Term Facility Agreement dated 2 November 2017 for up to £52,500,000 with Scottish Widows Limited. Interest is fixed at a total of 2.9936% per annum.

 

The borrowings include amounts secured on investment property to the value of £172,994,000 (30 September 2020: £169,366,000; 31 March 2021: £170,831,000).

 

A Sterling Revolving Facility Agreement for £60 million with Lloyds Bank plc. The facility has been extended to 15 June 2023, interest is charged at SONIA + 1.55% margin.

 

The borrowings include amounts secured on investment property to the value of £152,240,000 (30 September 2020: £148,096,000; 31 March 2021: £149,728,000).

 

A Revolving Credit Facility Agreement for up to £100 million with HSBC Bank PLC. Interest is charged at LIBOR + 1.70% margin.

 

The borrowings include amounts secured on investment property to the value of £220,291,000 (30 September 2020: £218,014,000; 31 March 2021: £219,606,000).

 

The facility maturity has been extended from 27 November 2022 with a further extension agreed after the period end to November 2023 as detailed in note 18.0.

 

A five-year loan facility with National Westminster Bank Plc, dated 15 August 2019, for up to £60 million. Interest is charged at LIBOR + 2.00% margin and has been fixed by way of a five-year swap. The swap fixes interest on £20 million at 0.7105% and £40 million at 0.5475%. The loan can be extended for an additional two years and there is the option of a further £40 million accordion.

 

The borrowings include amounts secured on investment property to the value of £132,134,000 (30 September 2020: £131,322,000; 31 March 2021: £131,283,000).

 

A seven-year loan facility with M&G Investment Management Limited, dated 22 January 2021, for up to £84,550,000. Interest is fixed at a total of 3.137% per annum.

 

The borrowings include amounts secured on investment property to the value of £226,353,000 (30 September 2020: N/A; 31 March 2021: £225,221,000).

 

At 30 September 2021, the Group is in compliance with all covenants.

 

The covenants in place under the five agreements are summarised in the table below:

 

Loan

Historical and projected interest cover

Loan to value ratio

Scottish Widows limited 10-year facility

At least 325%

Must not exceed 40%

Lloyds Bank plc revolving credit facility

At least 550%

Must not exceed 52.5%

HSBC Bank PLC facility

At least 250%

Must not exceed 55%

National Westminster Bank Plc 5-year facility

At least 250%

Must not exceed 50%

M&G Investment Management Limited 7-year facility

At least 250%

Must not exceed 55%

 

The Group's borrowings with Lloyds Bank plc, HSBC Bank PLC and National Westminster Bank Plc are transitioning from the London Interbank Offer Rate (LIBOR) benchmark to Sterling Overnight Index Average (SONIA) benchmark in due course. There is expected to be negligible cost involved in the borrowing facility transition and the respective hedge instrument amendments.

 

13.0  Interest rate derivatives

The Group has entered into an interest rate swap with NatWest Markets in order to mitigate the risk of changes in interest rates on its loan with National Westminster Bank Plc under which £60 million is currently drawn.

 

The swap has a notional value of £60 million and fixes interest at 2.60% (including the 2% margin on the bank loan).

 

 

 

 

 

 

Interest rate derivative assets/(liabilities)

30 September

2021

Unaudited

£'000

30 September 2020

Unaudited

£'000

31 March

2021

Audited

£'000

At start of the period

(544)

(478)

(478)

Change in fair value during the period

686 

(908)

(66)

At end of period

142 

(1,386)

(544)

 

 

The table below shows the fair value measurement hierarchy for interest rate derivatives:

 

 

 

 

 

 

 

Quote prices In active Markets (Level 1)

£'000

Significant Observable Inputs (Level 2)

£'000

Significant unobservable Inputs

 (Level 3) 

£'000

30 September 2021

-

142

-

31 March 2021

-

(544)

-

30 September 2020

-

(1,386)

-

 

There have been no transfers between Level 1 and Level 2 during any of the periods nor have there been any transfers between Level 2 and Level 3 during any of the periods.

 

14.0  Share capital

Share capital represents the nominal value of consideration received by the Company for the issue of Ordinary shares.

 

From 1 April 2021 to 30 September 2021

Unaudited

£'000

From 1 April 2020 to 30 September 2020

Unaudited

£'000

 

For the year ended

31 March 2021 Audited

£'000

Share capital

 

 

 

At end of period

6,225

6,225

6,225

Number of shares issued and fully paid Ordinary shares of £0.01 each

 

 

 

At end of period

622,461,380

622,461,380

622,461,380

 

During the period, the Company sold the 565,000 Ordinary shares held in treasury at 31 March 2021 for £647,000. Later in the period it purchased 2,250,000 Ordinary shares to be held in treasury at a cost of £2,073,000. Further purchases were made after the period end as detailed in note 18.0.

 

The Company holds 2,250,000 (30 September 2020: 815,000 and 31 March 2021: 565,000) Ordinary shares in treasury. The number of Ordinary shares used to calculate the NAV is 620,211,380 (30 September 2020: 621,646,380; 31 March 2021: 621,896,380) which excludes the shares held in treasury.

 

15.0  Net asset value

Basic NAV per share is calculated by dividing net assets in the Condensed Consolidated Statement of Financial Position attributable to ordinary equity holders of the parent by the number of Ordinary shares outstanding at the end of the period.

 

NAVs have been calculated as follows:

 

 

30 September

2021

Unaudited

30 September

2020

Unaudited

31 March

2021

Audited

Net Assets (£'000)

672,884 

671,412 

673,498 

Number of Ordinary shares in issue at end of period

 

622,461,380 

 

622,461,380 

 

622,461,380 

Number of Ordinary shares held in treasury

(2,250,000) 

(815,000) 

(565,000) 

Number of Ordinary Shares excluding treasury shares held by the Company

 

620,211,380 

 

621,646,380  

 

621,896,380  

NAV per share - basic and diluted

108.49p

108.01p

108.30p

 

16.0Related party disclosures
 

16.1 Transactions with the Directors

The Directors are remunerated for their services at such rate as the Directors shall from time to time determine. The aggregate remuneration and benefits in kind of the Directors of the Company (in each case, solely in their capacity as such) in respect of the year ending 31 March 2022 payable out of the assets of the Company is not expected to exceed £200,000.

 

As at 30 September 2021, the Directors (including their connected persons) had beneficial interests in the following number of shares in the Company:

 

 

30 September

2021

Ordinary shares

30 September

2020

Ordinary shares

31 March

2021

Ordinary shares

Director

 

 

 

Michael Wrobel

100,598

100,598

100,598

Alastair Moss

11,766

11,766

11,766

Alison Hadden

-

-

-

Caroline Gulliver

58,832

58,832

58,832

Peter Baxter

47,065

47,065

47,065

 

For the period from 1 April 2021 to 30 September 2021, fees of £95,000 (1 April 2020 to 30 September 2020: £91,000; year ended 31 March 2021: £182,000) were incurred and paid to the Directors.

 

16.2 Transactions with the Investment Adviser

On 1 November 2016, CIM was appointed as the Investment Adviser of the Company.

 

For the period from 1 April 2021 to 30 September 2021, fees of £3,080,000 (1 April 2020 to 30 September 2020: £3,062,000; year ended 31 March 2021: £6,117,000 were incurred and paid to CIM.

 

As at 30 September 2021, £27,000 (30 September 2020: £11,000 and 31 March 2021: £13,000) were due from CIM.

 

At 30 September 2021, CIM held 50,000 (30 September 2020 and 31 March 2021: 50,000) Ordinary shares in the Company.

 

17.0 Capital commitments

As at 30 September 2021, the Company had conditionally exchanged on a property in Accrington totalling £1.4 million. This is expected to complete over the coming month and as completion is conditional, the purchase of the property has not been recognised in the condensed consolidated financial statements.

 

18.0 Post balance sheet events

Dividends

On 5 November 2021, the Board declared a quarterly dividend in respect of the Ordinary shares for the three months to 30 September 2021 of 1.3875 pence per Ordinary share totalling £8,555,000. The dividend will be paid on or around 13 December 2021 to holders of Ordinary shares on the register at 19 November 2021. The dividend will be paid as a REIT property income distribution ("PID").

 

Financing

The facility with HSBC Bank PLC has been extended to November 2023 with interest charged at SONIA plus 2.02% margin.

 

Purchase of Shares into Treasury

Since 30 September 2021, the Company has made purchases of 4,625,000 Ordinary shares into treasury at an average price of 90.94p per Ordinary share. The total cost to the Company including commission and stamp duty is £4,206,000 and following these transactions, at 7 December 2021 the Company held 6,875,000 Ordinary shares in treasury.

 

Appendix 1 (unaudited): Notes to the calculation of EPRA and other alternative Performance Measures

 

1.0  EPRA Earnings

 

 

30 September 2021

30 September
2020

31 March

2021

Earnings from operational activities

 

 

 

Profit after taxation (£'000)

17,852 

17,477 

36,075 

Changes in fair value of derivative financial instruments (£'000)

 

(686) 

 

908 

 

66 

Changes in value of investment properties (£'000)

(2,258) 

(2,890) 

(5,511) 

EPRA Earnings (£'000)

14,908 

15,495 

30,630 

Weighted average number of shares in issue (adjusted for shares held in treasury)

 

622,260,670 

 

621,646,380 

 

621,651,859 

EPRA EPS - basic & diluted

2.40p

2.49p

4.93p

 

 

2.0  New EPRA NAV Metrics

EPRA has advised three new NAV measures to replace the EPRA NAV & EPRA NNNAV.

2.1 - EPRA Net Reinstatement Value

EPRA NAV metric which assumes that entities never sell assets and aims to represent the value required to rebuild the entity.

 

 

30 September
2021

 30 September

2020

31 March
2021

Net assets (£'000)

672,884 

671,412 

673,498

Fair value of derivative financial instruments (£'000)

 

(142)

 

1,386 

 

544

EPRA Net Reinstatement Value (£'000)

672,742 

672,798 

674,042

Dilutive number of shares (adjusted for shares held in treasury)

 

620,211,380 

 

621,646,380 

 

621,896,380

EPRA Net Reinstatement Value per share

108.47p

108.23p

108.38p

 

2.2 - EPRA Net Tangible Assets

EPRA NAV metric which assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax.

 

There is no adjustment for deferred tax in the calculations below, as detailed in note 6.0 to the Condensed Consolidated Financial Statements, as the Group operates as a REIT and is exempt from corporation tax on the profits and gains from its property investment business.

 

 

30 September
2021

 30 September

2020

31 March
2021

Net assets (£'000)

672,884 

671,412 

673,498 

Fair value of derivative financial instruments (£'000)

(142) 

1,386 

544 

EPRA Net Tangible Assets (£'000)

672,742 

672,798 

674,042 

Dilutive number of shares (adjusted for shares held in treasury)

 

620,211,380 

 

621,646,380 

 

621,896,380  

EPRA Net Tangible Asset per share

108.47p

108.23p

108.38p

 

2.3 - EPRA Net Disposal Value

EPRA NAV metric which represents the shareholders' value under a disposal scenario, where deferred tax, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax.

 

 

30 September
2021

 30 September

2020

31 March
2021

Net assets (£'000)

672,884 

671,412 

673,498 

Fair value of bank borrowings (£'000)

(1,360)

(4,210)

(2,002)

EPRA Net Disposal Value (£'000)

671,524 

667,202 

671,476 

Dilutive number of shares (adjusted for shares held in treasury)

 

620,211,380 

 

621,646,380 

 

621,896,380 

EPRA Net Disposal Value per share

108.27p

107.33p

107.97p

 

3.0  EPRA Net Initial Yield

 

 

30 September
2021

 30 September

2020

31 March
2021

Investment property (£'000)

946,294

898,547

915,589

Allowance for estimated purchasers' costs (£'000)

55,365

52,604

53,753

Gross up completed property portfolio (£'000)

1,001,659

951,151

969,342

Annualised net rents (£'000)

51,966

50,029

50,780

Add: notional rent expiration of rent free periods or other lease incentives (£'000)

 

-

 

-

 

-

Topped-up net annualised rent

51,966

50,029

50,780

EPRA NIY

5.19%

5.26%

5.24%

EPRA "topped-up" NIY

5.19%

5.26%

5.24%

 

4.0  EPRA Vacancy Rate

Estimated Market Rental Value ("ERV") of vacancy space divided by ERV of the whole portfolio.

 

 

30 September
2021

30 September
2020

31 March

2021

ERV of vacant spaces (£'000)

-

-

-

ERV of whole portfolio (£'000)

51,966

49,481

50,380

EPRA Vacancy Rate

0.00%

0.00%

0.00%

 

5.0  EPRA Costs Ratio

 

Administrative and operating costs divided by gross rental income.

 

30 September 2021

30 September 2020

31 March

2021

Total administrative and operating costs (£'000)

4,940 

4,625 

9,498 

Bad debts (recovered)/expensed (£'000)

(7)

289 

Total costs (£'000)

4,933 

4,625 

9,787 

Rental income (£'000)

25,712 

24,301 

49,020 

Less rechargeable costs received and bad debts recovered (£'000)

(643)

(237)

(886)

Gross rental income (£'000)

25,069 

24,064 

48,134 

EPRA cost ratio

19.68%

19.22%

20.33%

 

 

6.0  EPRA table of Capital Expenditure

 

 

From 1 April

2021 to

30 September

2021

(unaudited)

£'000

From 1 April

2020 to

30 September

2021

(unaudited)

£'000

For the

year ended

31 March

2021

(unaudited)

£'000

Acquisitions including incidental costs of purchase

23,061

15,718

16,108

Investment properties portfolio expenditure

 

 

 

Enhancing lettable space

4,940

460

4,077

Tenant incentives

595

777

11,217

Total Capital Expenditure

28,596

16,955

31,402

Conversion form accruals to cash basis

469

275

215

Total Capital Expenditure on a cash basis

29,065

17,230

31,617

 

7.0  Portfolio

IFRS NAV adjusted to reflect investment property valued on a portfolio basis rather than individual asset basis.

 

 

30 September

2021

30 September

2020

31 March

2021

Net assets (£'000)

672,884

671,412

673,498

Adjustments for change to property valuation (£'000)

69,752

64,501

63,270

Portfolio net assets (£'000)

742,636

735,913

736,768

Number of Ordinary shares in issue (adjusted for shares held in treasury)

620,211,380

621,646,380

621,896,380

Portfolio Net Assets per share

119.74p

118.38p

118.47p

 

8.0  Leveraged Internal Rate of Return (IRR)

This is the annual growth rate, based on growth in net asset value per share since launch and dividends paid to Ordinary shareholders.

 

 

30 September 2021

30 September 2020

31 March

2010

IFRS NAV per share

 

108.490p

108.010p

108.300p

31 May 2017

Interim dividend

0.750p

0.750p

0.750p

31 August 2017

Interim dividend

0.750p

0.750p

0.750p

30 November 2017

Interim dividend

0.750p

0.750p

0.750p

9 March 2018

Interim dividend

0.750p

0.750p

0.750p

8 June 2018

Interim dividend

1.250p

1.250p

1.250p

7 September 2018

Interim dividend

1.250p

1.250p

1.250p

30 November 2018

Interim dividend

1.250p

1.250p

1.250p

11 January 2019

Interim dividend

1.110p

1.110p

1.110p

28 February 2019

Interim dividend

0.140p

0.140p

0.140p

7 June 2019

Interim dividend

1.325p

1.325p

1.325p

6 September 2019

Interim dividend

1.325p

1.325p

1.325p

29 November 2019

Interim dividend

1.325p

1.325p

1.325p

28 February 2020

Interim dividend

1.325p

1.325p

1.325p

12 June 2020

Interim dividend

1.325p

1.325p

1.325p

7 September 2020

Interim dividend

1.350p

1.350p

1.350p

4 December 2020

Interim dividend

1.350p

-

1.350p

1 March 2021

Interim dividend

1.350p

-

1.350p

11 June 2021

Interim dividend

1.350p

-

-

10 September 2021

Interim dividend

1.3875p

-

-

 

 

129.9025p

123.985p

126.975p

IFRS NAV per share at launch

 

98.00p

98.00p

98.00p

 

 

 

 

 

Levered IRR

 

6.44%

6.64%

6.54%

 

 

Shareholder Information

 

Share Information

The Company's Ordinary shares of 1p each are quoted on the Official List of the FCA and traded on the premium segment of the Main market of the LSE.

 

SEDOL number

BD8HBD3

ISIN

GB00BD8HBD32

Ticker/TIDM

CSH

LEI

213800PGBG84J8GM6F95

 

Frequency of NAV Publication
The Company's NAV is released to the London Stock Exchange on a quarterly basis and published on the Company's website

 

Sources of Further Information

Copies of the Company's Annual and Half-Yearly Reports, Stock Exchange announcements and further information on the Company can be obtained from its website www.civitassocialhousing.com.

 

Share Register Enquiries

The register for the Company's Ordinary shares is maintained by Link Group. In the event of queries regarding your holding, please contact the Registrar on 0371 664 0300 (calls are charged at the standard geographic rate and will vary by provider; calls outside the UK will be charged at the applicable international rate). Lines are open between 9.00am and 5.30pm, Monday to Friday, excluding public holidays in England and Wales. You can also email enquiries@linkgroup.co.uk.

 

Changes of name/or address must be notified in writing to the Registrar: Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL.

 

Key dates

December 2021

Half-yearly results announced

 

Payment of third dividend

 

 

February 2022

Payment of fourth dividend

 

 

March 2022

Company's year end

 

 

June 2022

Annual results announced

 

Payment of first dividend

 

 

September 2022

Company's half year end

 

Annual general meeting

 

Payment of second dividend


Association of Investment Companies ("AIC")
The Company is a member of the AIC, which publishes statistical information in respect of member companies. The AIC can be contacted on 020 7282 5555, enquiries@theaic.co.uk or visit the website: www.theaic.co.uk.

 

Electronic communications from the Company

Shareholders now have the opportunity to be notified by email when the Company's Annual Report, Half Yearly Report and other formal communications are available on the Company's website, instead of receiving printed copies by post. This has environmental benefits in the reduction of paper, printing, energy and water usage, as well as reducing costs to the Company.

 

If you have not already elected to receive electronic communications from the Company and wish to do so, please contact the Registrar.

 

Glossary

 

ALMO means an arm's length management organisation, a not-for-profit company that provides housing services on behalf of a Local Authority.

 

Alternative Performance Measures (APMs) means a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework.

 

Approved Provider means Housing Associations, Local Authorities, ALMOs, Community Interest Companies, Registered Charities and other regulated organisations directly or indirectly in receipt of payment from local or central government including the NHS.

 

Care Provider means a provider of care services to the occupants of Specialist Supported Housing, registered with the Care Quality Commission.

 

CIM means Civitas Investment Management Limited or CIM (formerly known as Civitas Housing Investment Advisors Limited until its change of name on 7 May 2020).

 

Community Interest Company or CIC means a company approved by the Office of the Regulator of Community Interest Companies as a community interest company and registered as such with Companies House.

 

Company means Civitas Social Housing PLC, a company incorporated in England and Wales with company number 10402528.

 

CMA Order means the Statutory Audit Services Order 2014, issued by the Competition and Markets Authority.

 

Current Leverage means the percentage taken as total bank borrowings over total assets.

 

Dividend Yield means the ratio of the total annual dividend payments over market price per share.

 

EPRA means European Public Real Estate Association.

 

EPRA EPS is the EPRA earnings divided by the weighted average number of shares in issue in the period.

 

EPRA Net Reinstatement Value ("EPRA NRV") is a new EPRA NAV metric which assumes that entities never sell assets and aims to represent the value required to rebuild the entity.

 

EPRA Net Tangible Assets ("EPRA NTA") is a new EPRA NAV metric which assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax.

 

EPRA Net Disposal Value ("EPRA NDV") is a new EPRA NAV metric which represents the shareholders' value under a disposal scenario, where deferred tax, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax.

 

EPRA Run Rate means the ratio of a company's earnings (excluding fair value gains/losses) over dividends paid to shareholders.

 

EPRA Run Rate Dividend Cover otherwise known as dividend coverage ratio, indicates an organisation's capacity to pay dividends from the profit attributable to shareholders.

 

Gross Asset Value means total assets.

 

Group means the Company and its subsidiaries.

 

Housing Association or HA means an independent society, body of trustees or company established for the purpose of providing low-cost social housing for people in housing need generally on a non-profit-making basis. Any trading surplus is typically used to maintain existing homes and to help finance new ones. Housing Associations are regulated by the Regulator of Social Housing.

 

IFRS Net Asset Value or IFRS NAV means the net asset value of the Group on the relevant date, prepared in accordance with IFRS accounting principles.

 

Investment Adviser means Civitas Investment Management Limited, a company incorporated in England and Wales with company number 10278444, in its capacity as Investment Adviser to the Company.

 

IPO means Initial Public Offering.

 

IRR mean internal rate of return. The internal rate of return (IRR) is the annual rate of growth that an investment is expected to generate.

 

Levered IRR means the internal rate of return including the impact of debt.

 

Local Authority or LA means the administrative bodies for the local government in England comprising of 326 authorities (including 32 London boroughs).

 

Net Initial Yield means the ratio of net rental income and gross purchase price of a property.

 

NHS means the publicly funded healthcare system of the United Kingdom comprising The National Health Service in England, NHS Scotland, NHS Wales and Health and Social Care in Northern Ireland, including, for the avoidance of doubt, NHS Trusts.

 

NHS Trust means a legal entity, set up by order of the Secretary of State under section 25 of, and Schedule 4 to, the National Health Service Act 2006, to provide goods and services for the purposes of the health service.

 

Ongoing Charges (previously Total Expense Ratios or TERs) means the figure published annually by the Company which shows the drag on performance caused by operational expenses. More specifically, it is the annual percentage reduction in shareholder returns as a result of recurring operational expenses assuming markets remain static and the portfolio is not traded. Although the Ongoing Charges figure is based on historical information, it provides shareholders with an indication of the likely level of costs that will be incurred in managing the Company in the future.

 

Portfolio means the Group's portfolio of assets.

 

Portfolio Net Asset Value or Portfolio NAV means the net asset value of the Company, as at the relevant date, calculated on the basis of an independent Portfolio Valuation. See note 7.0 in Appendix 1 for a reconciliation to IFRS NAV.

 

Portfolio Basis means the Portfolio NAV (as defined below)

 

Portfolio Valuation means an independent valuation of the Portfolio by Jones Lang LaSalle or such other property investment adviser as the Directors may select from time to time, based upon the Portfolio being held, directly or indirectly, within a corporate vehicle or equivalent entity which is a wholly owned subsidiary of the Company and otherwise prepared in accordance with RICS "Red Book" guidelines.

 

REIT means a qualifying real estate investment trust in accordance with the UK REIT Regime introduced by the UK Finance Act 2006 and subsequently re-written into Part 12 of the Corporation Tax Act 2010.

 

RICS means Royal Institution of Chartered Surveyors.

 

RSH means Regulator of Social Housing, the executive non-departmental public body, sponsored by the Ministry of Housing, Communities and local government, which is the regulator for Social Homes providers in England and Wales.

 

Social Homes or Social Housing means social rented homes and other accommodation that are offered at rents subsidised below market level or are constituents of other appropriate rent regimes such as exempt rents or are subject to bespoke agreement with entities such as NHS Trusts and are provided by Approved Providers.

 

Specialist Supported Housing or SSH means social housing which incorporates some form of care or other ancillary service on the premises.

 

SPV means special purpose vehicle, a corporate vehicle in which the Group's properties are held.

 

Target Return means the target return on investment.

 

Treasury Shares means the Company's own shares that it has repurchased out of distributable profits into treasury.

 

Valuation means an independent valuation of the Portfolio by Jones Lang LaSalle Limited or such other property investment adviser as the Directors may select from time to time, prepared in accordance with RICS "Red Book" guidelines and based upon a valuation of each underlying investment property rather than the value ascribed to the portfolio and on the assumption of a theoretical sale of each property rather than the corporate entities in which all of the Company's investment properties are held.

 

Company Information

 

Non-executive Directors

Michael Wrobel, Chairman

Peter Baxter Senior Independent Director and Chair of the Nomination and Remuneration Committee

Caroline Gulliver Chair of the Audit and Management Engagement Committee

Alison Hadden

Alastair Moss

 

Registered Office

Beaufort House

51 New North Road

Exeter

Devon EX4 4EP

 

Registered no: 10402528

www.civitassocialhousing.com

 

Alternative Investment Fund Manager

G10 Capital Limited

3 More London Riverside

London SE1 2AQ

 

Investment Adviser

Civitas Investment Management Limited

13 Berkeley Street

London W1J 8DU

 

Joint Corporate Brokers

Liberum Capital Limited

Ropemaker Place

25 Ropemaker Street

London EC2Y 9LY

 

Panmure Gordon (UK) Limited

One New Change

London EC4M 9AF

 

Company Secretary

Link Company Matters Limited

Beaufort House

51 New North Road

Exeter

Devon EX4 4EP

 

Administrator

Link Alternative Fund Administrators Limited

Beaufort House

51 New North Road

Exeter

Devon EX4 4EP

 

Depositary

INDOS Financial Limited

The Scalpel

18th Floor

52 Lime Street

London EC3M 7AF

 

Registrar

Link Group

10th Floor

Central Square

29 Wellington Street

Leeds LS1 4DL

 

Independent Auditor and Reporting Accountant

PricewaterhouseCoopers LLP

7 More London Riverside

London SE1 2RT

 

Legal and Tax Adviser

Cadwalader, Wickersham & Taft LLP

100 Bishopsgate

London EC2N 4AG

 

Public Relations Adviser

Buchanan

107 Cheapside

London EC2V 6DN

 

Tax Adviser

BDO LLP

55 Baker Street

London W1U 7EU

 

NATIONAL STORAGE MECHANISM

 

A copy of the Half Year Report will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at https://data.fca.org.uk/#/nsm/nationalstoragemechanism 

 

LEI: 213800PGBG84J8GM6F95

 

ENDS

 

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the website (or any website) is incorporated into, or forms part of, this announcement.

 

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