Final Results - Part 1

Great Portland Estates PLC 6 June 2000 Part 1 PRELIMINARY RESULTS The Directors of Great Portland Estates P.L.C. announce the results of the Group for the year ended 31 March 2000. Highlights follow * Total return for the year 15%; 18% compound per annum for last three years * Net asset value per share up 12% to 316p (1999: 283p) * Profit before tax £60.5 million (1999: £57.3 million) * Earnings per share up 8.8% to 12.3p (1999: 11.3p) * Final dividend per share of 6.375p; full year up 2.7% to 9.5p (1999: 9.25p) * 80p per share to be returned to shareholders in the autumn * Portfolio will comprise 65% in Central London, including 50% in the West End * Average lot size will be £17 million (1999: £11 million) Richard Peskin, Chairman, said: 'Within the space of the last twelve months, dramatic progress has been made in the restructuring of the Group. Our assets will be concentrated in the key markets of Central London, primarily in the West End, and specific shopping centres, which are dominant in their catchment area. Through this increased focus our aim is to deliver greater shareholder value and no property or category of properties will be sacrosanct in the Board's determination to succeed in this endeavour.' Enquiries: Great Portland Estates P.L.C. 0207 580 3040 Patrick Hall, Joint Managing Director Peter Shaw, Joint Managing Director John Whiteley, Finance Director Citigate Dewe Rogerson 0207 638 9571 Sue Pemberton/Alexandra Scrimgeour STATEMENT BY THE CHAIRMAN In my Statement last June, I said that it was your directors' intention to be 'architects of change' and radical initiatives have certainly taken place in the intervening months. Earlier this year, following a lengthy strategic review, the Board took the decision to widen and accelerate the rationalisation programme (which had already been announced) in order to capitalise on opportunities in the property and equity markets, and maximise value for shareholders. The majority of these disposal proceeds are to be used to finance a return of capital of 80p per share, and detailed proposals were sent out on 18th April; approval was granted at an Extraordinary General Meeting held on 26th May and it is anticipated that, subject to Court sanction, shareholders will receive their cash payments in the autumn. In February the Company spent £38.4 million in purchasing 5.5% of its ordinary share capital and, at the EGM mentioned above, shareholder consent was granted to buy back up to a further 15% of our equity. This period has been one of important change and substantial activity, and after the current disposal programme has been completed, the composition of the Group's portfolio will be 65% in central London, with 49% in the West End, 23% in shopping centres and 12% in regional offices. The West End continued to demonstrate strong growth and there was a champagne performance from our home patch North of Oxford Street, particularly from the properties in the vicinity of the recently 'piazzanised' Oxford Market. We have also sold our beneficial stake in the Pollen Trust at a good profit over cost, simultaneously maximising our interest by securing extra value for our buildings owned on the Pollen Estate. For the third successive year, the occupancy level of the portfolio stood at 99%, a continuing tribute to efficient management, and, as a consequence of our determination to keep expenses to a minimum, once again administration costs were among the lowest in the property sector. Nor, whilst concentrating on the immediate enhancement of value, have we failed to lay down the foundations for development in the future. Over the years, large sites, particularly in the West End, have been carefully and subtly assembled, and planning applications for several schemes have recently been submitted; fuller details of these exciting prospects are provided in the Operating Review. And so to the year under review, my last in an executive capacity, where I am pleased to report vintage figures and record results. Profits on ordinary activities before tax, including a material contribution from the sale of investment and trading properties, were £60.5 million and, with earnings up 9% at 12.3p, the Board is recommending a final dividend of 6.375p, making a total of 9.5p for the year (1999: 9.25p). Net assets stood at £1.1 billion, equating to 316p per share, an increase of 12%, and, when added to the dividend, the total return for the year amounted to 15%. CB Hillier Parker have been instructed to undertake a full valuation of the portfolio as at 30th September 2000 for inclusion in the interim results. There have been a number of changes in the composition and duties of the Board. Having been an executive director for over 31 years and in the saddle as Managing Director and Chairman for 14 of them, I personally took the decision that, with the strategy in place for a slimmed down Great Portland, it was an appropriate time for me to hand over the reins and the day to day running of the Company. On 1st April, therefore, I became non-executive Chairman, with Patrick Hall and Peter Shaw assuming the roles of joint Managing Directors. Patrick, who has been in direct control of acquisitions and sales since joining in 1991, became Deputy Managing Director in 1994, the same year in which Peter, who has been responsible for shopping centres and our properties outside the M25, became an executive Director. They have an intimate working knowledge of the portfolio and, with their complementary skills, the Board is confident that they provide a first-class combination to lead the Company into its next phase. John Edgcumbe, as previously announced, was appointed a non-executive director last August and David Godwin will become Deputy Chairman on the retirement of Roger Payton at the Annual General Meeting in July. Roger has been Deputy Chairman since 1990 and, on behalf of shareholders, I would like to take this opportunity of expressing our appreciation of his contribution over that time. He has been readily available for consultation, and his independent counsel has proved invaluable over a period of considerable transition. As always, my co-directors have been tremendously supportive but I must reserve a special 'thank you' to all the staff for their hard work and enthusiasm during challenging times from a personal point of view their demonstration of affection and loyalty has been touching and far beyond the call of duty. There has been much recent comment about the third increase in stamp duty since this Government came to power in May 1997. Whilst it is a cheap and easy stealth tax to collect, it makes the market less efficient and more illiquid, and I fear that it may prove, at these levels, to start to be a deterrent to investment and development. It was, therefore, disappointing that our industry was so tardy in promulgating the argument that commercial properties, which play such an important role in the economic welfare of the country, should be 'decoupled' from an apparently overheating residential market. In any event, shareholders should be aware that the Chancellor's measures over the last three years have effectively cost them at least 16p per share in net assets. Whatever happened to the Millennium bug? The Government, despite its dire warnings prior to the event, has been remarkably taciturn since 1st January suffice it to say that, with much labour from our employees and consultants but minimal cost to the Company, the crucial date passed uneventfully. Or, as Horace expressed it so aptly just over 2000 years ago 'parturient montes, nascetur ridiculus mus'. Within the space of the last twelve months, dramatic progress has been made in the restructuring of the Group. Our assets will be concentrated in the key markets of central London, primarily in the West End, and specific shopping centres, which are dominant in their catchment area. These are markets in which favourable rental and capital growth can be anticipated, providing excellent prospects for the future. Through this increased focus our aim is to deliver greater shareholder value, in both the short and medium term, and no property or category of properties will be sacrosanct in the Board's determination to succeed in this endeavour. OPERATING REVIEW Before beginning our first Operating Review as Joint Managing Directors, it is a fitting moment to acknowledge Richard Peskin's contribution to the Company in his thirty-one years as an executive director, including the last fourteen as Chairman and Managing Director. When Richard joined the Board the Group's portfolio was valued at £39 million and generated a rent roll of £2.3 million. Under his leadership it expanded through a major development and investment programme in the late 1980s and was able, therefore, to weather the recession in the London property market in the early 1990s. On a personal note, it is a tribute to his management style that he is held in such warm regard by his staff, and we look forward to continuing to benefit from his wisdom and experience in his new role. OVERVIEW In the year to 31st March 2000, a firm foundation was laid for the changes to our business, formally announced to shareholders on 8th March this year and presaged in the Chairman's Statement twelve months ago. Sales of more than £105 million of non-core assets were the initial stage of a process which should realise around £450 million and, coupled with investment of over £140 million in Central London and shopping centres, will increase the proportion of our holdings in these sectors to some 65% and 23% respectively. Above average returns are anticipated from this refocused asset base, which is positioned to take advantage of strong Central London market conditions and will provide a more concentrated, management-intensive portfolio with greater opportunities to add shareholder value. CB Hillier Parker's valuation of the core portfolio, after taking into account capital expenditure and a further rise in stamp duty of 0.5%, produced an increase of 7.8% the impact of the non-core properties reduced the overall uplift to 4.7%. The appreciation in book value in the year, together with surpluses realised by sales, and net rental income, produced a total annual return of 14.1% on the core portfolio, although this is reduced to 11.1% after taking into account the effect of the valuation of the non-core properties. The external valuation reflected a gross running yield of 6.4% on the core portfolio and growth in rental value was a significant feature of market movements in the year. The reversionary potential of the portfolio in the next five years is £10.3 million, of which £9.9 million is attributable to the core holdings, which will increase the running yield to 7.0%. CENTRAL LONDON The positive demand for real estate in Central London is demonstrated by the valuation at 31st March 2000, particularly of our West End interests. Rental value in that area has grown by 17.5%, resulting in capital appreciation in excess of 15% market conditions are typified by a shortage of supply, a tight planning regime and tenant demand from both established industries and those of emergent technologies. The newly refurbished 79 New Cavendish Street, W1 was let to Colt Telecom at £1.3 million per annum, equivalent to approximately £36 per sq.ft., and the pedestrianisation of Market Place, W1 in partnership with Westminster City Council has enhanced the environment, and resulted in lettings of four units totalling over 20,000 sq.ft. to achieve total rents of £490,000 per annum. Opportunities for major office development in the West End are rare, and after some years of site assembly, we have submitted planning applications for two major schemes to the north of Oxford Street totalling 424,000 sq.ft. gross. The larger project, with frontages to Mortimer Street, Great Titchfield Street and Wells Street, will comprise 250,000 sq.ft. of primarily office and retail space. At 190 Great Portland Street, a companion building to our successful 160 development is planned, and is designed to provide 110,000 sq.ft. of offices and 34,000 sq.ft. of mixed retail and restaurant accommodation. The combined value of these two medium-term schemes would today be in the region of £200 million. A smaller development close to Trafalgar Square at 22/25 Northumberland Avenue, WC2 is also the subject of a planning application which, if granted, will see a 45% increase in floor space on a site currently providing 18,500 sq.ft. of offices. The refurbishment of 28/29 Savile Row, W1, acquired in August 1999 at a cost of £6 million, is nearing completion, with both ground floor and basement already let to produce £186,000 per annum and marketing of the balance of 9,000 sq.ft. of offices on the five upper floors about to begin. Since the acquisition of Ilex Limited in April 1997 we have sought to maximise our investment in the Pollen Estate. A successful outcome was achieved when, in April, we agreed terms to sell our 12.2% share in the trust at a good profit, at the same time acquiring more valuable leasehold interests in our four properties on the Estate. Despite a positive valuation movement in our Midtown properties, there was a fall of 3% in the value of the City and Holborn portfolio, which can mainly be attributed to the three buildings in the Bishopsgate/Camomile Street area. Whilst these properties, which represent 30% of our City and Holborn holdings, individually have suffered as they approach lease expiries, they do provide the potential for a major development in the medium-term which is currently being evaluated. An important addition to our Holborn holdings was the purchase in October of Barnard's Inn, 83/86 Fetter Lane, EC4 for £36.4 million. Principally let to MCI Worldcom at a current total annual income of £2.8 million, the juxtaposition of the property with existing ownerships in Holborn, Fetter Lane, Norwich Street and Dyers Buildings provides control over a site of some 1.5 acres and total floor space of more than 260,000 sq.ft.. Our investment in King's Walk Shopping Mall, SW3 has also been extended by acquisition and development. In February the opportunity was taken to purchase an adjoining income-producing retail unit at 120 King's Road for £4.4 million, and late last year planning consent was obtained to construct ten flats in airspace to the rear of 122 King's Road using innovative building techniques. These units are expected to be completed in early 2001 with an end value of £5.75 million. SHOPPING CENTRES The Company's retail portfolio is now concentrated on our core in-town shopping centres, where our strategy is to ensure that they dominate their towns as the first choice for both the occupier and the shopper. We will continue to extend, develop and refurbish them, where profitable, to ensure they remain a central focus in their communities, and we will direct our effort to those centres within the top 150 shopping towns in the country, where we believe overall multiple demand will remain strong. Internet sales and price deflation may affect retail profitability, but the restrictive and lengthy planning process limits the supply of shopping centres both in and out of town. The current strength of our centres is demonstrated by voids of less than 1%, and continued demand, particularly from 'value' retailers requiring large units. Much of the UK's existing retail stock is unsuitable for modern retail requirements, and we are actively seeking opportunities to provide our customers, the retailers, with the space they require, bringing into use otherwise unusable 'back space' through innovative solutions for the mutual benefit of both the retailer and the price conscious shopping public. At 31st March 2000, the core shopping centres were valued at £344.7 million, an uplift of 4.3% after new acquisitions of £63 million. The running yield on this part of the portfolio was 6.4% and estimated rental values increased by 4.7%, or 6.1% per annum after adjusting for purchases held for less than the full year. Applying the same adjustment to capital values, the centres increased by 4.7%. Queen's Arcade, Cardiff, which is physically fully integrated with the St. David's Centre, continues to be the dominant enclosed shopping centre complex in the Welsh capital. The scheme is actively promoted with our neighbouring owners, and opportunities are being investigated to create additional lettable units. Pedestrian flow continues to grow satisfactorily, suggesting potential for an increase in rental values. At the Harvey Centre, Harlow, two further acquisitions have been made during the year to reinforce its dominant position in the town. The acquisition of Harvey Approach was reported last year as a post year end event, and the adjoining 89,000 sq.ft. Little Walk scheme was acquired in March for £17.9 million. The latter has scope to develop a 60,000 sq.ft. variety store with completion estimated for early 2002, and brings our total retail holding in Harlow to 560,000 sq.ft.. The milestone of a £100 per sq.ft. zone A letting was reached in November and the Local Authority has invited us to resubmit proposals for their Town Centre South site of 16.4 acres which immediately adjoins the Harvey Centre. At Charter Walk, Burnley our Curzon Square extension has been completed with both of the anchor tenants, T J Hughes and Wilkinsons, now trading. In November we acquired an additional block of property for £5.9 million, comprising 23,000 sq.ft. and producing a current net income of £460,000 per annum. We intend to integrate this block with our existing holding and introduce a covered mall in the same attractive style as the refurbishment completed in 1996. A further acquisition of the former 37,500 sq.ft. Co-Op Living store was made for £2.6 million and is currently under development. This will bring our total holding to 470,000 sq.ft., together with 741 car parking spaces run to AA gold standard. Dominant centres of this type have a significant bearing on the economic and social life of the local community and it was with some pride, therefore, that in May we received the Mayor's millennium prize for the most significant contribution to Burnley over the last quarter century. In December 1999, a conditional development agreement was signed with MAB for a 397,000 sq.ft. retail and leisure scheme on High Wycombe's Western Sector adjoining our Octagon Centre. Public facilities will include a new bus station, additional car parking and a library, and tenants already committed include a 100,000 sq.ft. House of Fraser department store and a nine screen Warner Village Cinema. A three year development programme is envisaged and the completed combined scheme of 570,000 sq.ft. is expected to raise High Wycombe in the regional shopping hierarchy with concomitant increases in rental levels. We are examining various opportunities to optimise our involvement in the town. In October, the 160,000 sq.ft., 44 unit Quedam Centre in Yeovil, with a strong comparison shopping catchment of 140,000, was acquired for £39.7 million on an income of £2.6 million. Tenants include Boots, River Island, Littlewoods, BHS and New Look, and there are a number of opportunities being explored to enhance the investment both within the Centre and on immediately adjoining land. It was acquired on the basis of a zone A of £62 per sq.ft., and two months after acquisition the previous highest rental was exceeded, with £75 zone A being achieved on an open market letting. The face-lift to complete weather protection to Union Square, Torquay was finished in November in Bridgend, we are continuing discussions with the Welsh Development Agency and the local authority, for a 140,000 sq.ft. extension to the Rhiw Shopping Centre, and negotiations have begun for a department store anchor. OTHER DEVELOPMENTS Detailed planning consent was granted in December for the 200,000 sq.ft. in-town, multi-storey leisure complex, Sol Central in Northampton. Following intensive archaeological investigations on this sensitive Saxon site, construction work has started and completion is scheduled for next summer. The ten screen cinema and 150 bed hotel are both let, and terms have been agreed with occupiers of the nightclub and health and fitness centre. One investment outside Central London which is expected to generate superior returns is the 72,000 sq.ft. warehouse at Frimley, Surrey, let to Toshiba. Acquired in 1995 for £4 million, the building currently produces £405,000 per annum from a lease expiring three years hence. The prominent position of the 3.9 acre site on a highway interchange is ideally suited to office development in an area of the South East where demand from high technology users is especially strong. Planning consent has been obtained for 81,500 sq.ft. of offices with 475 car spaces, and development is expected to begin in 2003, with an end value of over £27 million. PORTFOLIO RATIONALISATION At this time last year, the Chairman declared our intention to dispose of at least £150 million of non-core assets over the ensuing two years, whilst increasing the concentration in Central London and specific shopping centres. During the year, the Board took the decision to widen and accelerate the rationalisation programme, and by autumn 2000, we anticipate net proceeds of some £450 million from the sale of these properties, of which £115 million has already been received or exchanged. The overall impact of the programme will be to realise a small loss, before costs, of less than 4% on March 1999 values for the non-core portfolio. PROSPECTS A great deal was achieved in the year under review, and the first full financial year of the new Millennium will be no less active. The radical initiatives which have been taken to enhance materially shareholder value will create a concentrated investment portfolio expected to produce above average returns and bring forward some exceptional development opportunities. The restructured portfolio will initially comprise some 88 properties valued at £1.5 billion, increasing the average lot size from £7 million four years ago to approximately £17 million. We fully recognise the challenges which we face, and will be tackling them vigorously to take the Company forward to the next phase of its evolution. FINANCIAL REVIEW Profit after tax, excluding profit on sale of investment properties, increased from £40.6 million to £41.4 million. RESULTS Profit on ordinary activities after tax, excluding profit on sale of investment properties, increased from £40.6 million to £41.4 million in the year to 31st March 2000, and corresponding earnings per share rose from 10.8p to 11.1p. A final dividend of 6.375p has been proposed, making a total for the year of 9.5p (1999: 9.25p). Rent receivable rose by £4.5 million, or 4%, to £119.8 million. The increase comprised £3.1 million from acquisitions made this year and £2.2 million from those of the year before, £4.6 million was provided by new lettings and renewals, and £2.4 million by rent reviews against these increases, property disposals caused a fall in rental income of £4.0 million, and expiries £3.8 million. Properties earmarked for disposal in the year to March 2001 contributed rental income of £29.0 million in 2000, but the extent to which that income is lost in the new year will be dependent upon the timing of the sales. Property costs and administration expenses of £8.0 million were in line with last year, but in 2001 will include an exceptional cost, associated with the current capital reduction exercise, of some £2.5 million. Trading profits of £1.0 million were made on the disposal of £4.1 million of High Street shops, leaving only a development of residential flats within our trading portfolio, the sale of which is expected within the next eighteen months. Profits on the sale of investment properties of £4.7 million were generated from disposals of £101.4 million, representing a gain over 1999 values of 4.6%, after costs. Higher borrowings during the course of the year financing net capital expenditure left net interest payable slightly higher in 2000 at £55.0 million (1999: £51.7 million). The early redemption of the 9.5% Convertible Unsecured Loan Stock 2002 on 1st June 2000 will incur an exceptional loss of £5.0 million on the face of the profit and loss account in the year to 31st March 2001, but will provide interest savings of £3.2 million in the subsequent two and a half years. In accordance with the Group's accounting policy, no interest was capitalised into the cost of developments in 2000, and operating profit covered net interest 2.0 times (1999 2.1 times). The effective rate of tax of 23.7% was distorted by the profit on sale of investment properties on an adjusted basis it was 25.7%, which was less than the standard rate of corporation tax due primarily to the benefit of capital allowances available on plant and equipment within the investment property portfolio. A final dividend will be paid, subject to shareholders approval, on 21st July 2000 to shareholders on the register at 16th June the total dividend for the year of 9.5p (1999: 9.25p) was covered 1.2 times by adjusted earnings (1999: 1.2 times). Following the capital reduction, as detailed below, the Company is proposing to consolidate the number of its shares in issue in order to maintain direct comparability of the share price, earnings per share and dividends per share after the capital reduction. FINANCING There was virtually no change in the Company's gross debt at the year end and, as the vast majority of borrowings were at fixed rates, the weighted average cost of debt has remained unchanged at 8.3%. Gearing at 31st March 2000 was 60% (1999: 55%), net of cash balances of £85.4 million, and the Group had in place committed undrawn bank facilities of £40 million. Under FRS 13, the market value of the Group's financial instruments at 31st March 2000 exceeded the amount at which they were shown in the consolidated balance sheet by £114.3 million, representing a potential reduction in net asset value per share of 32p before tax, or 22p after tax. Such a valuation before tax represents the fair value at which the financial instruments would be recognised in the balance sheet of a company acquiring them on 31st March 2000, but does not reflect the significant premium which would be required to be paid on their early redemption. In a three day period in February 2000, we embarked on a share buy-back programme, cancelling 5.5% of our equity at a cost of £38.4 million; the immediate impact of the share buy-backs was to increase net asset value per share by 6p and marginally to increase gearing and future earnings per share. At the Extraordinary General Meeting held on 26th May 2000, the Company received shareholder authority to buy in a further 15% of its issued share capital, and will be seeking to renew that authority at the Annual General Meeting in July. On 1st June 2000, the Company redeemed its 9.5% Convertible Unsecured Loan Stock 2002, and in March 2001, new interest rate swaps on borrowings of £150 million will become effective, reducing the cost of such borrowing from an average rate of 8.63% to 6.28%. Accordingly, by 31st March 2001 the weighted average cost of borrowing of the Group is due to fall to 7.8%. Following the capital reduction and payment to shareholders of 80p per share, net gearing is due to rise from its current level of 60% to 80%. CASH FLOW The Group Statement of Cash Flows is set out on page 44. Net cash from operating activities, after the payment of interest and tax, was £45.4 million, of which £35.4 million was distributed by way of dividend. £87.4 million was withdrawn from short-term deposit to finance net capital expenditure of £58.8 million, share buy-backs of £38.4 million and loan redemptions of £3.5 million, leaving a reduction in the net cash position at 31st March 2000 of £3.3 million. NET ASSETS Shareholders' funds increased by £58.9 million to £1,127.8 million at 31st March 2000. This movement comprised the revaluation of fixed assets of £85.7 million and retained reserves of £11.6 million, off-set by share buy-backs of £38.4 million. There would be no liability to taxation on capital gains if the investment properties were to be sold at their valuation at 31st March 2000, and net asset value per share at that date was 316p, an increase of 12% over 283p twelve months earlier. Following the capital reduction and share consolidation, pro forma net assets per share will rise to 393p. PORTFOLIO Following the completion of the current disposal programme of non-core properties, the refined portfolio will comprise some 88 properties with an average lot size of over £17 million (1999: £11 million) and containing around 1,340 tenants (1999: 1,070 tenants) contributing to a rent roll of £123 million (1999: £117 million). ACCOUNTING STANDARDS There have been two Accounting Standards, FRS 15 Tangible fixed assets and FRS 16 Current tax, which apply this year for the first time, but neither materially affects the Group accounts. The Accounting Standards Board has, however, issued a discussion paper which, in the fullness of time, may become a Financial Reporting Standard. The paper, Leases: implementation of a new approach, proposes a single method of accounting for all leases which is to apply to tenants and landlords alike. From a tenant's point of view it makes a great deal of sense, but to apply the same principles to a landlord would imply that rental income is really interest on a finance lease of an asset which has a residual value which ought to be shown separately from the discounted stream of cash flows deriving from it. That may suit a piece of machinery or equipment, but I doubt whether it sensibly describes the true economic value of an investment property. FINANCIAL INSTRUMENTS The Group raises finance through equity and borrowings, and places surplus cash on short-term deposit. The primary sources of borrowing are debenture loans, convertible loans, and bank and other loans. The Group also enters into interest rate swaps, collars and caps, but solely as a way of managing the interest rate risks arising from some of the Group's sources of finance, primarily bank loans. The main risks arising from the Group's financial instruments are interest rate risk, liquidity risk and credit risk. The policies for managing these are reviewed by the Board, and have been in place throughout the year ended 31st March 2000. INTEREST RATE Borrowings are made either at fixed rates of interest, or at floating rates, which can be fixed simultaneously, and co-terminously, by means of interest rate swaps. The Group's policy has been to ensure that most of its borrowings were at fixed rates at 31st March 2000 99% of borrowings were at fixed rates after taking account of interest rate swaps. LIQUIDITY The Group operates a long-term business, and its policy is to finance it primarily with equity, and medium-term and long-term borrowings. Accordingly, at the year-end 56% of the Group's borrowings were due to mature in more than 15 years. Short-term flexibility is achieved by cash balances and overdraft facilities. CREDIT At 31st March 2000, the Group had £85.4 million on short-term deposit with financial institutions. It is the Board's policy that deposits and derivative contracts are placed only after consideration of the current credit worthiness of the counter-party. CAPITAL REDUCTION The Company is in the process of implementing a capital reduction, details of which were issued to shareholders on 18th April 2000. On 26th May, shareholders approved the proposed capital reduction at General Meeting, and on the same day holders of the 9.5% Convertible Unsecured Loan Stock 2002 voted in favour of its early redemption. On 1st June 2000, the loan stock was duly redeemed in full. Following the disposal of the Group's non-core properties, application will be made to the Court to reduce the Company's issued share capital and share premium account in order to generate 80p per share which will be distributed to shareholders. Simultaneously, the number of shares in issue will be reduced in a three for five share consolidation, the consequence of which will be an increase in pro forma net asset value per share of 24% to 393p, and a rise in pro-forma net gearing to 80%. GROUP PROFIT AND LOSS ACCOUNT For the year ended 31st March 2000 2000 1999 NOTES £m £m ------------------------------------------------------------------------- Rent receivable 2 119.8 115.3 Ground rents (2.0) (1.8) --------- -------- Net rental income 117.8 113.5 Property and refurbishment costs 3 (3.5) (4.0) Administration expenses 4 (4.5) (4.0) --------- -------- 109.8 105.5 Trading profits 1.0 1.3 --------- -------- Operating profit 110.8 106.8 Profit on sale of investment properties 4.7 2.2 --------- -------- Profit on ordinary activities before interest 115.5 109.0 Interest receivable 6 3.0 4.3 Interest payable 7 (58.0) (56.0) --------- -------- Profit on ordinary activities before taxation 60.5 57.3 Tax on profit on ordinary activities 8 (14.4) (14.5) --------- -------- Profit on ordinary activities after taxation 46.1 42.8 Dividends 9 (34.5) (34.9) --------- -------- Retained profit for the year 11.6 7.9 Earnings per share - basic 10 12.3p 11.3p --------- -------- Earnings per share - adjusted 10 11.1p 10.8p --------- -------- A statement of the movement on reserves is given in note 22 GROUP BALANCE SHEET As at 31st March 2000 2000 1999 NOTES £m £m ------------------------------------------------------------------------- Tangible fixed assets Investment properties 11 1,845.0 1,713.6 Investments 13 14.9 11.7 --------- -------- 1,859.9 1,725.3 --------- -------- Current assets Stock of trading properties 1.4 3.4 Debtors 14 21.6 9.6 Cash at bank and short-term deposits 85.4 174.6 --------- -------- 108.4 187.6 Creditors: amounts falling due within one year 15 79.1 79.0 --------- -------- Net current assets 29.3 108.6 --------- -------- Total assets less current liabilities 1,889.2 1,833.9 --------- -------- Creditors: amounts falling due after more than one year Debenture loans 16 454.1 456.0 Convertible loans 17 109.6 110.9 Bank and other loans 18 197.7 198.1 --------- -------- 761.4 765.0 --------- -------- 1,127.8 1,068.9 --------- -------- Capital and reserves Called up share capital 20 178.4 188.7 Share premium account 21 238.4 238.4 Revaluation reserve 22 607.3 556.1 Other reserves 22 19.3 61.7 Profit and loss account 22 84.4 24.0 --------- -------- Equity shareholders' funds 1,127.8 1,068.9 --------- -------- GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES For the year ended 31st March 2000 2000 1999 £m £m ------------------------------------------------------------------------- Profit for the year 46.1 42.8 Unrealised surplus on revaluation of fixed assets 85.7 73.7 --------- -------- Total recognised gains and losses for the year 131.8 116.5 --------- -------- GROUP STATEMENT OF CASH FLOWS For the year ended 31st March 2000 2000 2000 1999 1999 £m £m £m £m ------------------------------------------------------------------------- Net cash inflow from operating activities 112.7 112.4 Returns on investments and servicing of finance Interest received 3.5 4.2 Interest paid (57.8) (56.3) --------- -------- Net cash outflow from returns on investments and servicing of finance (54.3) (52.1) Corporation tax paid (13.0) (12.2) Capital expenditure Payments to acquire investment properties (144.7) (78.4) Receipts from sales of investment properties 86.4 22.2 Payments to acquire investments (0.5) (0.3) --------- -------- Net cash outflow from capital expenditure (58.8) (56.5) Equity dividends paid (35.4) (34.3) --------- -------- Net cash outflow before use of liquid resources and financing (48.8) (42.7) Management of liquid resources Cash withdrawn from/(placed on) short-term deposit 87.4 (56.1) Financing Issue of debenture loan - 99.8 Drawdown of bank loans - 40.0 Purchase of shares (38.4) - Redemption of loans (3.5) (38.8) Cost of loan issues - (0.9) --------- -------- Net cash (outflow)/inflow from financing (41.9) 100.1 --------- -------- (Decrease)/increase in cash (3.3) 1.3 --------- -------- RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES 2000 1999 £m £m ------------------------------------------------------------------------- Operating profit 110.8 106.8 Decrease in stock of trading properties 2.0 2.1 (Increase)/decrease in debtors (1.3) 0.2 (Decrease)/increase in creditors 2.2 3.3 --------- -------- Net cash inflow from operating activities 112.7 112.4 --------- -------- RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 2000 1999 £m £m ------------------------------------------------------------------------- (Decrease)/increase in cash in the year (3.3) 1.3 Cash (withdrawn from)/placed on short-term deposit (87.4) 56.1 Cash inflow from increase in debt - (138.9) Cash outflow from redemption of loans 3.5 38.8 --------- -------- Change in net debt arising from cash flows (87.2) (42.7) Other non-cash movement 0.2 0.3 --------- -------- Movement in net debt in the year (87.0) (42.4) Net debt at 1st April 1999 (590.5) (548.1) --------- -------- Net debt at 31st March 2000 (677.5) (590.5) --------- -------- ANALYSIS OF NET DEBT At 1st April Cash Flow Non-Cash At 31st March 1999 Changes 2000 £m £m £m £m Cash 1.8 (3.3) - (1.5) Short-term deposits 172.8 (87.4) - 85.4 Debt due within one year (0.1) 0.1 - - Debt due after one year (765.0) 3.4 0.2 (761.4) ----------------------------------------------- (590.5) (87.2) 0.2 (677.5) ----------------------------------------------- MORE TO FOLLOW
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