Half Yearly Report

RNS Number : 5062R
Schroder Real Estate Inv Trst Ld
20 November 2012
 



 

20 November 2012

 

 

 

Schroder Real Estate Investment Trust Limited 

("SREIT"/ the "Company"/ "Group")


Half Yearly Report for six months ended 30 September 2012

 

CONTINUED PROGRESS REDUCING DEBT WITH SUSTAINED RELATIVE OUTPERFORMANCE AGAINST IPD PEER GROUP BENCHMARK

 

Schroder Real Estate Investment Trust today announces its results for the six month period to 30 September 2012.

 

Financial Highlights

 

·     Net Asset Value ('NAV') of £172.1m or 48.4 pence per share ('pps') (31 March 2012: £180.0m or 50.6pps) a decline of 4.3% primarily driven by a 1.5% decline in the capital value of the portfolio, comparing favourably to the IPD Benchmark capital value decline of 2.4% over the same period

·     £22m of debt repaid during the period with an additional £17m repaid subsequent to the period end, resulting in a reduction of LTV ratio, net of all cash, as at 15 October 2012, of 36% (31 March 2012; 40.6%)

·     Debt repayment generates interest cost saving of £2.2m per annum

·     Pre-tax dividend cover over the period of approximately 60%

·     Loss per share of 1.0p.  Recurring earnings per share of 1.0p when the impact of interest swaps are removed

·     Dividend declared and paid of 1.76pps (31 March 2012: 1.76pps)

·     Total cash of £27.9m following debt repayment on 15 October and related swap break costs.  £16.2m of the cash balance is outside the security pool charged to the Group's lenders

 

Operational Highlights

 

Good on-going progress in reducing risk, strengthening the balance sheet through debt reduction and driving income through active management of the portfolio.  Operational highlights include:

 

·     Disposal of Plantation Place, London EC3 for £11.7m, in line with March 2012 book value

·     Disposal of a further five low yielding or non-income producing assets for £25m reflecting a 7.5% premium to book value as 31 March 2012 and an average net initial yield of 4.4%

·     Continued progress with asset management activities including a 6.3% uplift secured from rent review negotiations with Ipsos Mori UK Ltd at Minerva House, London SE1, contributing to a 4% uplift in the value of the property over the period

 

Commenting, Andrew Sykes, Chairman of the Board, said:

 

"Progress on asset management and a reduction in gearing over the period has increased the resilience of the Company in the face of declining property values and the resultant negative impact on NAV.  It is the intention of both the Board and the Manager to build on this progress by pursuing refinancing options in the coming period."

 



 

 

Duncan Owen, of Schroder Property Investment Management, added:

 

"Further progress has been made towards meeting the Company's key objectives and the success of our asset management plans has been demonstrated by sales of assets at premiums to carrying values achieved over the period. Gearing has been reduced as a result, despite falling UK commercial property values, and this will enable the Company to pursue a refinancing strategy from a position of greater strength. 

 

"Challenging investment and occupier markets mean that successful asset management will be key to continuing to protect income and value as well as delivering on key initiatives.  Following recent debt repayments the Company continues to have cash for operational flexibility and to fund asset management activity. The quality of the Company's portfolio and strong tenant profile compared to its IPD peer group should also underpin portfolio income. Further progress in completing asset management initiatives and a successful refinancing should enable the Company to consider future opportunities for growth."

 

-Ends-

 

 

For further information:

 

Schroder Property Investment Management

Duncan Owen / Nick Montgomery

 

020 7658 6000

Northern Trust

David Sauvarin

 

01481 745529

FTI Consulting

Dido Laurimore / Daniel O'Donnell 

020 7831 3113

 



 

 

 

 

 

 

 

 

Schroder Real Estate Investment Trust Limited

 

 

Interim Report as at

 

 30 September 2012

 

 

 

 

 

 

 

 

 

 

 

Financial Summary

 

 

 

 

2

Chairman's Statement

3

Investment Manager's Report

5

Responsibility Statement

11

Condensed Statement of Comprehensive Income

12

Condensed Balance Sheet

13

Condensed Statement of Changes in Equity

14

Condensed Statement of Cash Flows

15

Notes to the Interim Report

16

Independent Auditor's Review Report

20

Corporate Information

21

 



 

Schroder Real Estate Investment Trust Limited aims to provide Shareholders with an attractive level of income together with the potential for income and capital growth from investing in UK commercial property.

 

Schroder Real Estate Investment Trust Limited (the "Company") together with its subsidiaries (the "Group") hold a diversified portfolio of UK commercial properties, which is mainly invested in three commercial property sectors: office, retail and industrial. The Group may also invest in other sectors from time to time. The Group will not invest in other listed investment companies. In pursuing the investment objective, the Investment Manager concentrates on assets with good fundamental characteristics, a diverse spread of occupational tenants and with opportunities to enhance value through active management.

 

 

 

Financial Summary

 

 


 

 

30/09/2012

        

31/03/2012

 

% change





Net Asset Value ('NAV')1

£172.1m

£180.0m

(4.3)

NAV per ordinary share1 (pence)

48.4

50.6

(4.3)

Share price (pence)

39.0

35.5

9.9

Share price discount  to NAV

(19.4%)

(29.8%)


NAV total return2

(0.9%)

6.9%


FTSE All Share Index

2,998.9

3,002.8

(0.1)

FTSE EPRA/NAREIT UK Real Estate Index

916.86

1,103.15

(16.9)

Total Group assets less current liabilities

£356.9m

£389.6m

(8.4)

Borrowings as % of total assets less current liabilities

42.4%

44.5%

(2.1)3

Loan-to-value ratio, net of all cash4

34.2%5

40.6%

(6.4)3









 

Sources: Schroder Property Investment Management Limited and Datastream based on returns during the period from 1 April 2012 to 30 September 2012.

 

1  NAV is calculated using International Financial Reporting Standards.

2  NAV total return calculated by Schroder Property Investment Management Limited.

3  Percentage point change.

4  Loan-to-value ratio is total borrowings less total cash as a percentage of investment property.

5  Following debt repayment on 15 October 2012 and associated swap break costs, the Company's loan to value ratio, net of cash, is 36%.

 



Chairman's Statement

 

The period to 30 September 2012 saw continued progress towards the Company's strategic objectives of improving dividend cover and reducing debt levels, with the aim of optimising underlying net income and reducing balance sheet risk.  This progress has been achieved despite challenging conditions in the UK commercial property market and wider economy, and has been reflected in the narrowing of the discount at which the Company's share price trades relative to Net Asset Value ('NAV') has narrowed over the period. 

 

Results

 

The Company's NAV as at 30 September 2012 was £172.1 million, or 48.4 pence per share ('pps'), which compares with £180 million or 50.6 pps as at 31 March 2012.  This represented a decline of 2.2 pps or -4.3% over the period.  Shareholders received total dividends of £6.25 million or 1.76 pps over the period resulting in a NAV total return of -0.9%. 

 

A substantial part of the reduction in NAV over the period was due to a 1.5% decline in the capital value of the property portfolio.  This compared to the Investment Property Databank ('IPD') Benchmark capital value decline of 2.4%. The Company's relative outperformance has been driven by disposals at a premium to valuation, high levels of asset management activity, a low exposure to the retail sector and higher weighting to assets in the South and South East.

 

Marking the Company's interest rate swaps to market over the period had a small positive impact on the NAV. As at 30 September 2012 the swaps were valued at -£23.3 million, representing 13.5% of the NAV.  

 

Strategy

 

The net impact of property disposals and debt repayment resulted in an increase in pre-tax dividend cover over the period to approximately 60% and reduced the Company's loan to value ratio, net of cash of £27.9 million, from 41% to 36% at 15 October 2012.  The Company is now well placed to consider refinancing options ahead of the maturity of its securitised loan facility in July 2014. 

 

Bank lenders have pulled back from real estate lending since the financial crisis and the securitisation market is moribund.  However, other providers of commercial real estate debt, such as insurance companies, have entered the market over the last 12 to 18 months, and recent transactions have provided evidence that financing for real estate investment companies is potentially available on attractive terms. 

 

Any early refinancing of this kind would require the termination of the Company's existing interest rate swaps, which hedge the floating rate borrowings in the securitised debt facility.  The potential cost of this termination is already provided for in the Company's NAV and, if this option was progressed, the cost and funding requirement of swap termination would be considered alongside the potentially positive impact of securing long term debt to provide stability and greater certainty about the future.

 

Further property disposals will also be considered as part of the strategy to reduce the Company's loan to value ratio, in order to secure a refinancing on favourable terms.

 

 

Property performance

 

The Board continues to monitor the performance of the Company's underlying property portfolio compared to its IPD peer group Benchmark.  The latest available data showed that over the six months to September 2012 period the portfolio produced a total return of 2.0% compared to the Benchmark of 0.5%.  Longer term relative performance also remains positive, with a three year total return of 11.8% per annum compared to the Benchmark of 10.2% per annum, and a total return since inception in 2004 of 5.1% per annum compared to the Benchmark of 3.8% per annum.

 



 

Financing

 

Following the repayment of £22 million of debt during the period and a further £17 million on 15 October 2012, the Company now has a loan facility of £134.5 million maturing in July 2014.  As a condition of these repayments, a pro-rata amount of the interest rate swaps were broken at a total cost of £5.5 million.  These repayments result in a loan to value ratio, net of cash totalling £27.9 million, of 36% as at 15 October 2012 against a net loan to value ratio covenant of 60%.  The Company continues to have significant headroom on its Interest Cover Ratio of 280% compared with the covenant of 150%, calculated on a simplified basis of rental income as a proportion of interest cost. 

 

Outlook

 

Progress on asset management and a reduction in gearing over the period has increased the resilience of  the Company in the face of declining property values and the resultant negative impact on NAV.  It is the intention of both the Board and the Manager to build on this progress by pursuing refinancing options in the coming period

 

Looking ahead, whilst occupational markets remain challenging and further valuation declines are expected, we believe improved performance will follow delivery of the Company's strategic objectives and a recovery in the wider economy.

 

 

Andrew Sykes

Chairman

Schroder Real Estate Investment Trust Limited

 

19 November 2012

 

 

 

 

 



Investment Manager's Report

Performance and strategy

There were high levels of activity during the period to 30 September 2012 implementing the Company's strategy to improve dividend cover and reduce debt.  Progress has been achieved despite the continued market uncertainty and falling UK commercial property values which led to a decline in the Company's Net Asset Value ('NAV') over the period of 2.2 pence per share ('pps'), or 4.3%, to 48.4 pence per share ('pps').  The table below provides a detailed breakdown of the movement in NAV over the period:

 


Pence per share

NAV as at 31 March 2012

50.6

Unrealised change in valuation of direct property portfolio

-2.0

Realised gain on disposal of direct property portfolio

0.4

Unrealised change in valuation of joint ventures

0.1

Movement in interest rate swaps

0.9

Swap break costs incurred

-0.8

Net earnings

1.0

Dividends paid

-1.8

NAV as at 30 September 2012

48.4

 

The unrealised value of the underlying direct property portfolio fell by 1.9% over the period.  This was mitigated by the positive impact of disposals on completion of asset management initiatives to crystallise profits which contained the overall capital value movement over the period to -1.5%.  This compared favourably to the IPD Benchmark, which experienced weaker performance on a like-for-like basis, with value falls of -2.4%. 

 

During the period the Company incurred swap break costs of £2.9 million associated with repaying debt totalling £22 million.  Taking this into account, the impact of marking the Company's interest rate swaps to market was marginally positive over the period.  This debt repayment reduced annual loan interest by £1.3 million per annum and made a positive contribution to net earnings which, after paying a dividend of £6.25 million over the period, resulted in pre-tax dividend cover of approximately 60%.  The movement in NAV combined with dividends paid resulted in a NAV total return of -0.9% over the period.

 

Since the period end the Company repaid a further £17 million of debt, incurring additional swap break costs of £2.6 million, and reducing annual loan interest by a further £1 million per annum.  Following this repayment on 15 October, the Company holds cash balances of £27.9 million, of which £16.2 million is outside the security pool charged to the Group's lenders.

 

Strategy

 

Following the recent disposals and debt repayment we will continue to focus on the following:

 

·      Intensively managing and investing in the existing portfolio to improve net income and protect the defensive qualities of the assets;

·      Completing key potentially value enhancing initiatives, such as securing planning consent at Reynards Trading Estate in Brentford;

·      Selling low yielding or non-income producing property forecast to underperform;

·      Redeploying sale proceeds in line with Company's strategic objectives, including further debt repayment; and

·      Pursuing refinancing options in advance of the Company's loan maturity event in July 2014.

 



 

Market overview

 

average UK commercial property values fell by 2.4% over the six month period.  This combined with an average income return of 3.4% resulted in a total return of 0.9% over the period.

 

Low UK GDP growth, limited availability of bank finance and the on-going European sovereign debt crisis mean that the UK commercial property market remains fragile and polarised.  Global capital flows seeking 'super prime' and 'safe haven' assets continue to support high Central London office prices generating capital growth of 1.7% over the period.  More generally, the gap between prime and secondary property has continued to widen, with research by CBRE showing that the initial yield gap between 'average' prime and 'average' secondary is now 5.6%, compared with an average since 2000 of 2.1%.  Secondary property values continue to be depressed by poor occupational demand leading to weak, or falling, rental value growth.  Average rental values are now approximately 11% below their cycle peak in April 2007, with growth prospects limited without improved GDP growth. 

 

Retail continues to be the worst performing sector, producing a nil total return over the period, compared with offices of 1.8% and industrial of 1.6%.  The retail sector is currently experiencing a cyclical and structural downturn caused by weak consumer demand and the growth of on-line retailing.  The Company continues to have a strategically very low weighting to the retail sector which has made a positive contribution to its out- performance compared with IPD.

 

 

Property portfolio

 

As at 30 September 2012, the Company's direct property portfolio comprised 54 properties independently valued at £299.7 million.  On the same basis the portfolio produced rental income of £21.4 million per annum, reflecting a net initial yield of 6.8%.  The independent valuer has estimated that the current market rental value of the portfolio is £23.4 million, reflecting a reversionary yield of 7.4%.

 

The Company continues to own a diversified portfolio of UK commercial property with the tables below highlighting the strategic under-weighting to the retail sector and an above average exposure to the South East of England:

 

Sector weightings by value

 


Weighting %

Sector Weightings

SREIT

IPD Benchmark

Retail

23.3

46.4

Offices

47.3

29.4

Industrial

21.5

18.4

Other

7.9

5.8

 

Regional weightings by value

 


Weighting %

Regional Weightings

SREIT

IPD Benchmark

Central London

9.8

17.4

South East excl. Central London

47.8

32.2

Rest of South

10.7

6.8

Midlands and Wales

14.4

27.7

North and Scotland

17.3

15.9

 



 

Top ten properties by value

 

The Company continues to own properties offering good fundamentals such as established locations with good re-letting prospects.  The top ten properties below comprise 51% of the direct property portfolio as at 30 September 2012 and have an average unexpired lease term, assuming all tenants vacate at the earliest opportunity, of 10.2 years.

 

Top ten properties

Value (£)

(%)

1

London SE1, Minerva House

29,250,000

9.8

2

Brighton, Victory House

25,250,000

8.4

3

Uxbridge, 106 Oxford Road

14,800,000

4.9

4

Brentford, Reynards Business Park

14,250,000

4.8

5

Salisbury, Churchill Way West

14,150,000

4.7

6

Luton, The Galaxy

13,900,000

4.6

7

Wembley, Olympic Office Centre

13,000,000

4.3

8

Basingstoke, Churchill Way

10,650,000

3.6

9

Alfreton, Recticel Unit

9,000,000

3.0

10

Norwich, Union Park

9,000,000

3.0


Total as at 30 September 2012

153,250,000

51.1

 

Top ten tenants by rent per annum

 

Top ten tenants

Rent p.a. (£)

% of portfolio

1

Wickes Building Supplies Limited

1,092,250

4.9

2

Norwich Union Life and Pensions Ltd

1,039,191

4.7

3

Lloyds TSB Bank PLC

1,024,000

4.6

4

Ipsos Mori UK Limited1

1,012,500

4.6

5

BUPA Insurance Services Limited

960,755

4.4

6

The Buckinghamshire New University2

900,000

4.0

7

Mott MacDonald Ltd3

790,000

3.6

8

Recticel SA4

731,038

3.3

9

Winkworth Sherwood LLP

689,975

3.1

10

Irwin Mitchell LLP

555,000

2.5


Total as at 30 September 2012

8,794,709

39.7

1 Ipsos SA is guarantor.  Figures based on 50% ownership of Minerva House.  Was formerly let to Synovate Limited, further details under asset management below

2 Fixed uplift to £1.02 million per annum in May 2014

3 Mott MacDonald Group Limited are Guarantor

4 The tenant is currently benefiting from a half rent period equating to £365,519 per annum which will increase to £731,038 per annum in January 2014

 

The average unexpired lease term for the whole portfolio, assuming all tenants vacate at the earliest opportunity is 7.4 years. This reflects a small improvement over the period.   The table below shows the lease expiry profile of the Company's portfolio as at 30 September 2012 in five year increments assuming all tenants leave at the earlier of lease expiry and tenant break.  This is compared against IPD peer group Benchmark using the most recent available data as at 30 June 2012.  This ignores the potential for rental uplifts at future open market rent reviews as well as lease fixed uplifts:

 


% of rent passing


Company earliest termination / IPD Benchmark earliest termination

Company assuming no breaks / IPD Benchmark assuming no breaks

Up to 5

42.0 / 40.2

34.9 /29.4

5 to 10

26.6 /27.2

26.8 /32.0

10 to 15

23.7 /18.7

23.3 / 22.8

15 to 20

3.3 / 7.9

8.7 / 8.7

Over 20

4.4 / 6.0

6.3 / 7.1

 

The current void rate is 11.2% of rental value which compares to 9.9% at 31 March 2012 and the latest IPD Benchmark average of 7.9%.  Approximately 2.2% of the overall void is currently under offer to let to new tenants.

 

The Company receives independent quarterly reports from the IPD Rental Information Service ('IRIS'), which compares the overall quality of the tenants and portfolio's income with its IPD Benchmark funds within the peer group.  This results in a weighted risk score that takes into account tenant credit ratings, lease length, tenant concentration, reversionary potential and vacancy.  As at 30 June 2012, the latest available data, the Company's weighted risk score puts it on the 14th percentile of its peer group funds which is a strong rating.  The table below shows the percentage of rental income generated by the portfolio graded by risk band, using credit ratings provided by Experian. 

 

Tenant risk band

Maximum (%)

High (%)

Medium-high (%)

Low-medium (%)

Low (%)

Negligible (%)

Unscored (%)

Ineligible (%)

Company's portfolio

4.66

5.70

0.73

9.22

15.15

62.61

1.80

0.13

IPD Benchmark

8.59

4.49

2.74

7.18

20.38

51.52

4.95

0.15

 

Property portfolio performance

 

The performance of the Company's underlying property portfolio compared with its Investment Property Databank ('IPD') peer group Benchmark for the period up to 30 September 2012 is shown below.

 

IPD Sector

SREIT total return pa (%)

IPD total return pa (%)

Relative pa (%)

Period

Six Months

One year

Three years

Since inception

Six Months

One year

Three years

Since inception

Six Months

One year

Three years

Since inception

All Retail (inc. Leisure)

-1.5

-1.9

8.2

4.6

-0.3

1.2

10.4

3.3

-1.2

-3.1

-1.9

1.3

All Offices

1.3

7.1

12.7

4.8

1.2

3.6

10.4

4.2

0.2

3.4

2.0

0.6

All Industrials

6.2

9.8

12.8

4.6

1.4

4.0

9.1

4.0

4.7

5.6

3.4

0.6

Other commercial

1.3

6.7

12.5

0.3

1.9

7.5

12.5

3.8

-0.6

-0.7

0.0

-3.3

All Sectors

2.0

5.9

11.8

5.1

0.5

2.8

10.2

3.8

1.5

3.0

1.4

1.2

 

 

Transactions and asset management

 

As detailed in the year end report and accounts, the Company sold its joint venture investment in Plantation Place in the City of London for £11.7 million in May 2012.  The proceeds were used to repay debt.  Since then the Company has also completed a further five disposals totalling £25 million reflecting an average net initial yield of 4.4% and a premium of £1.8 million or 7.5%, above the March 2012 independent valuation.  Further details are set out in the table below:

 

Address

Date of sale

31/03/12 value (£m)

Price (£m)

Rent p.a. (£m)

Net initial yield (%)

Comments

Fleet, Cedar House

26/06/12

0.82

1.00

Nil

Nil

Vacant secondary office sold to owner occupier

Bromley, High Street

22/08/12

2.10

2.57

Nil

Nil

Retail unit recently let to Office Shoes at £0.18m p.a. with 12 months rent free

Havant, Solent Road

28/09/12

4.50

4.60

0.22

4.5

3 acre site producing short-term income  with a trade counter producing £0.16m p.a.

Bristol, Kingsland Trading Estate

28/09/12

3.90

4.10

0.28

6.5

Industrial estate north of Bristol that had been recently fully let.  Rent £0.38m on expiry of rent free

Brentford, Gate Centre

28/09/12

11.90

12.70

0.67

4.9

Industrial estate in West London that was 92% by area.  Rent £0.81m on expiry of rent free

Totals / average


23.22

24.97

1.17

4.4


 

In most cases the disposals followed recent asset management that enabled a strong price to be achieved. 

 

Asset management

 

Progress has been made with key asset management initiatives over the period, specific details of which are provided below.  More generally, a high level of management activity is on-going across the whole portfolio to increase income, reduce vacancy and reduce the costs associated with holding vacant property.

 

London SE1, Minerva House

 

The value of Minerva House increased by 4% over the period to £29.25 million as at 30 September 2012.  The performance was due to the strength of the local market and asset management arising from the acquisition of Synovate Limited, the Company's tenant, by the French media group, Ipsos SA.  Synovate were paying £0.95 million per annum on a lease expiring in 2022, and the consents required from the Company to permit the change of tenant, enabled a rent review to be agreed early at an increased level of £1.01 million.  The situation also enabled the Company to secure an improved tenant covenant profile, with Synovate Limited's lease being assigned to Ipsos Mori UK Limited, with the lease guaranteed by Ipsos SA. 

 

Brentford, Reynards Trading Estate

 

Reynards Trading Estate comprises a largely vacant industrial estate across six acres of land, valued at £14.3 million as at 30 September 2012.  The strategy is to secure a higher value residential planning consent and then sell the site on for development which, if successful, could enhance both NAV and dividend cover.  An outline planning application for a residential scheme of 275 units totalling 224,000 sq ft was submitted in 2011 but refused in April 2012.   This is now subject to a planning appeal, and a decision should be received during 2013.  In parallel with the appeal an outline planning application for a smaller residential scheme of 229 units totalling 189,000 sq ft has been submitted on which a decision is also expected in 2013. 

 

Finance

 

Based upon independent property valuation as at 30 September 2012, the Company's net loan to value ('LTV') following debt repayment is 36% as at 15 October 2012, compared with a net LTV covenant of 60%.

 

The other key banking covenant is the interest cover ratio ('ICR') covenant of 150%, calculated as a percentage of total annual net rent over total annual interest. Net rent is defined as the amount to be received during the 12 months following the test date, assuming all tenants vacate at the earliest opportunity. Deducted from this rent is the annualised rent for any tenancies where the tenant has rental arrears greater than 60 days and also any interest earned on cash in the security pool. Calculating the bank covenant in this way results in an ICR of 280%.

 

The table below sets out the Group's annual interest costs including details of the interest rate swaps that fully hedge its interest payments for the duration of the loan term that matures in July 2014.  The negative marked to market value of the interest rate swaps as at 30 September 2012 was £23.3 million representing 13.5% of the NAV.   Details of the Company's debt and two swaps are set out in the table below:

 

 


Amount (£m)

Swap rate (%)

Margin (%)

Total interest rate (%)

Swap maturity

M2M* at 15 October 2012 (£m)

M2M* at 30 September 2012 (£m)

Loan

43.2

5.099 fixed

0.2

5.299

15/07/2014

(3.4)

(4.0)

Loan

91.3

5.713 fixed

0.2

5.913

15/07/2016

(17.1)

(19.3)

Loan total

134.5

5.52 fixed

0.2

5.72

N/A

(20.5)

(23.3)

Liquidity facility**

11.2

0.54 ***

0.662

1.202

N/A

N/A

N/A

*    M2M or marked to market value of interest rate swaps

** Securitised debt facility has a Liquidity Facility of £11.2 million provided by Lloyds Banking Group ('Lloyds'). Liquidity Facility Agreement requires the provider to have a minimum Standard & Poor's ('S&P') credit rating of A-1+, which Lloyds breached in March 2009 when they were downgraded by S&P to A-1.  The breach required the Liquidity Facility to be drawn down in full and placed in a blocked deposit account or alternatively a new provider put in place. Accordingly, on the 23 September 2009 the Liquidity Facility was drawn down.

*** Three month Libor as at 15 October 2012

 

Conclusion

 

Further progress has been made towards the Company's key objectives and we have managed to sell assets on completion of asset management initiatives at prices above valuation. Gearing has been reduced as a result, despite falling UK commercial property values, and this will enable the Company to pursue a refinancing strategy from a position of greater strength.  

 

Challenging investment and occupier markets mean that successful asset management will be key to continuing to protect income and value as well as delivering on key initiatives.  Following recent debt repayments the Company continues to have cash for operational flexibility and to fund asset management activity. The quality of the Company's  portfolio and strong tenant profile compared to its IPD peer group should also underpin portfolio income. Further progress in completing asset management initiatives and a successful refinancing should enable the Company to consider future opportunities for growth.

 

 

 

Duncan Owen

Schroder Property Investment Management Limited

19 November 2012



 

Statement of the Directors' Responsibility in respect of the half-yearly financial report

 

We confirm that to the best of our knowledge:

 

• the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting; and

 

• the interim management report (comprising the Chairman's and the Investment Managers report) includes a fair review of the information required by:

 

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

 

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

 

 

By order of the Board

 

 

 

 

 

Director

 

19 November 2012

 

 

 

 

 

Condensed Statement of Comprehensive Income

for the period from 1 April 2012 to 30 September 2012



Six months to

Six months to

Year to



30/09/2012

30/09/2011

31/03/2012


Note

£000

£000

£000



(unaudited) 

(unaudited) (Restated - see note 1)

(audited) 

Rental income


11,781

11,865

24,955

Other income


235

1,323

1,684

Property operating expenses


(1,215)

(1,161)

(2,491)

Net rental and related income


10,801

12,027

24,148






Profit/(loss) on disposal of investment property


1,372

(333)

2,706






Net valuation loss on investment property

 6

(6,973)

(1,564)

(5,885)






Expenses





Investment management fee

2

(1,007)

(1,761)

(3,041)

Valuers' and other professional fees


(642)

(624)

(1,113)

Administrators and accounting fee

2

(60)

(185)

(301)

Auditor's remuneration


(72)

(77)

(146)

Directors' fees


(85)

(100)

(230)

Transaction costs

3

-

(374)

(1,338)

Other expenses

3

(106)

(259)

(417)

Total expenses


(1,972)

(3,380)

(6,586)






Net operating profit before net finance costs


3,228

6,750

14,383






Interest receivable


16

95

104

Finance costs payable


(5,146)

(5,410)

(10,862)

Swap break costs: portion of swap previously recognised in profit and loss


(2,380)

-

-

Swap break costs: portion of swap previously recognised in equity


(512)

-

-

Finance costs: Ineffective  portion of changes in fair value of swap


 

1,278

 

(6,229)

 

(3,667)

Net finance costs


(6,744)

(11,544)

(14,425)






Share of profit in associates and joint ventures

7

256

181

12,125

(Loss)/profit before tax


(3,260)

(4,613)

12,083






Taxation


(164)

(546)

(1,050)

(Loss)/profit for the period/year attributable to the equity holders of the parent

 

 




(3,424)

(5,159)

11,033

Other comprehensive income/(loss): Effective portion of changes in fair value of swap


1,341

(1,217)

449

Net change in fair value of swap reclassified to profit and loss


 

512

-

-

Total comprehensive (loss)/profit for the period/year attributable to the equity holders of the parent


(1,571)

(6,376)

11,482






Basic and diluted (loss)/earnings per share

4

(1.0p)

(1.4p)

3.1p

All items in the above statement are derived from continuing operations. 

The accompanying notes 1 to 11 form an integral part of the interim report.

 

Condensed Balance Sheet

as at 30 September 2012

 



30/09/2012

30/09/2011

31/03/2012


Notes

£000

£000

£000



(unaudited)

(unaudited)

(audited)

Investment in associates and joint ventures

7

3,275

2,892

14,787

Loans to associates and joint ventures

7

1,308

1,191

1,240

Total investment and loans in associates and joint ventures


4,583

4,083

16,027

Investment property

6

291,691

324,540

320,888

Non-current assets


296,274

328,623

336,915






Trade and other receivables


10,161

10,445

9,580

Cash and cash equivalents

8

61,172

52,314

52,462

Current assets


71,333

62,759

62,042





Total assets


367,607

391,382

398,957





Issued capital and reserves


172,144

168,385

179,979

Equity


172,144

168,385

179,979






Interest-bearing loans and borrowings

9

161,567

182,949

183,258

Interest rate swap


23,274

30,635

26,407

Non-current liabilities


184,841

213,584

209,665






Trade and other payables


9,714

8,846

8,570

Taxation payable


908

567

743

Current liabilities


10,622

9,413

9,313






Total liabilities


195,463

222,997

218,978






Total equity and liabilities


367,607

391,382

398,957






Net Asset Value per Ordinary Share

10

48.4p

47.3p

50.6p

 

The financial statements were approved at a meeting of the Board of Directors held on 19 November 2012 and signed on its behalf by:

 

 

 

Harry Dick-Cleland, Director                                                          

 

 

The accompanying notes 1 to 11 form an integral part of the interim report.



 

Condensed Statement of Changes in Equity

 

For the period from 1 April 2011 to 30 September 2011 (unaudited)

Notes

Share premium

Hedge reserve

Revenue reserve

Total



£000

£000

£000

£000

Balance as at 31 March 2011 - as previously stated


110,305

(23,189)

93,909

181,025

Prior year adjustment

1

-

16,933

(16,933)

-

Balance as at 31 March 2011 as restated


110,305

(6,256)

76,976

181,025

Loss for the period


-

-

(5,159)

(5,159)

Change in fair value of swap taken to equity


-

(1,217)


(1,217)

Dividends paid

5

-

-

(6,264)

(6,264)

Balance as at 30 September 2011


110,305

(7,473)

65,553

168,385

 

Total comprehensive loss for the period was £6,376,000.












For the year ended 31 March 2012 (audited) and For the period from 1 April 2012 to 30 September 2012 (unaudited)













Notes

Share premium

Hedge reserve

Revenue reserve

Total



£000

£000

£000

£000

Balance as at 31 March 2011 as restated


110,305

(6,256)

76,976

181,025







Profit for the year


-

-

11,033

11,033

Change in fair value of swap taken to equity


-

449

-

449

Dividends paid

-

-

(12,528)

(12,528)

Balance as at 31 March 2012


110,305

(5,807)

75,481

179,979







Loss for the period


-


(3,424)

(3,424)

Change of fair value of swap taken to equity


-

1,341

-

1,341

Net change in fair value of swap reclassified to profit and loss


 

-

 

512

 

-

 

512

Dividends paid

5

-

-

(6,264)

(6,264)

Balance as at 30 September 2012


110,305

(3,954)

65,793

172,144







 

Total comprehensive loss for the period was £1,571,000 (year ended 31 March 2012: income of £11,482,000).

 

The accompanying notes 1 to 11 form an integral part of the interim report



Condensed Statement of Cash Flows

for the period from 1 April 2012 to 30 September 2012



Six months to

Six months to

Year to



30/09/2012

30/09/2011

31/03/2012


Notes

£000

£000

£000



(unaudited)

(unaudited - restated, see note 1)

(audited)

Operating activities





(Loss)/profit for the period/year


(3,424)

(5,159)

11,033

Adjustments for:





(Profit)/loss on disposal of investment property


(1,372)

333

(2,706)

Net valuation loss on investment property


6,973

1,564

5,885

Share of profit in associates and joint ventures


(256)

(181)

(12,125)

Net finance cost


8,023

5,315

10,759

Ineffective portion of changes in fair value of swap


(1,278)

6,229

3,667

Taxation


164

546

1,050

Cash flows before changes in working

capital and provisions

8,830

8,647

17,563









(Increase)/decrease in trade and other receivables


(581)

495

926

Increase/(decrease) in trade and other payables


1,225

(769)

(625)

Cash generated from operations


9,474

8,373

17,864






Finance costs paid


(4,932)

(5,129)

(10,291)

Swap break costs

(2,892)

-

-

Interest received

16

95

104

Tax paid

-

(352)

(680)

Net cash from operating activities


1,666

2,987

6,997

Investing Activities










Proceeds from sale of investment property


24,493

5,303

24,443

Proceeds from sale of joint venture


11,700

-

-

Cash disposed on sale of subsidiary


-

-

(102)

Acquisition of investment property


-

(5,869)

(21,320)

Additions to investment property


(885)

(567)

(1,752)

Net cash from investing activities


35,308

(1,133)

1,269

Financing Activities










Repayment of loan


(22,000)

-

-

Dividends paid

5

(6,264)

(6,264)

(12,528)

Net cash from financing activities


(28,264)

(6,264)

(12,528)






Net increase/(decrease) in cash and cash equivalents for the period/year

 

Opening cash and cash equivalents

 

 

8,710

(4,410)

(4,262)

 

 

52,462

 

 

56,724

 

 

56,724

Closing cash and cash equivalents


61,172

52,314

52,462

 

 

The accompanying notes 1 to 11 form an integral part of the interim report

 

 

Notes to the Interim Report

 

1. Significant accounting policies

 

Schroder Real Estate Investment Trust Limited ("the Company") is a closed-ended investment company incorporated in Guernsey. The condensed financial statements of the Company for the period ended 30 September 2012 comprise the Company, its subsidiaries and its interests in associates and joint ventures (together referred to as the 'Group').

 

Statement of compliance  

The condensed interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the United Kingdom Financial Services Authority and International Financial Reporting Standards ('IFRS') IAS 34 Interim Financial Reporting. They do not include all of the information required for the full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 March 2012. The financial statements have been prepared on the basis of the accounting policies set out in the Group's annual financial statements for the year ended 31 March 2012. The Group's annual financial statements refer to new Standards and Interpretations none of which had a material impact on the financial statements.

 

Prior period adjustment

In previous years the Group has accounted for its swap instruments as effective hedges and had taken changes in fair value movements to other comprehensive income.  However, management consider that the swap attaching to the £111 million of borrowings should not have been treated as an effective hedge, in accordance with IAS 39,  due to the non-coterminous periods of the swap and the loan, and that  changes in fair value should have been dealt with in profit and loss.  Whilst this has no impact on Net Asset Value, Total Comprehensive Income or Operating profit before changes in working capital in the cash flow statement, it has resulted in a decrease in profit before tax in the period to September 2011 of £6.2 million, from a profit of £1,616,000 to a loss of £4,613,000, with an equal and opposite reduction in other comprehensive income, and a transfer between hedge reserve and revenue reserves at the beginning of that period of £16.9 million.  The prior period earnings per share figure decreases as a result from 0.3 pence to (1.4) pence.

 

Going concern

The Directors have examined significant areas of possible financial risk including cash and cash requirements and the debt covenants, in particular the loan to value covenant and interest cover ratio along with the loan repayment date of July 2014.  They have not identified any material uncertainties which would cast significant doubt on the Group's ability to continue as a going concern for a period of not less than twelve months from the date of the approval of the financial statements. The Directors have satisfied themselves that the Group has adequate resources to continue in operational existence for the foreseeable future. After due consideration, the Board believes it is appropriate to adopt the going concern basis in preparing the financial statements.

 

Use of estimates and judgements    

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.  There have been no changes in the judgements and estimates used by management as disclosed in the last annual report and financial statements for the year ended 31 March 2012.

 

 



 

2. Material agreements

                       

Schroder Property Investment Management Limited is the Investment Manager to the Company.    

 

Schroder Property Investment Management Limited ("Schroders") was appointed on 13 January 2012 as the Company's Investment Manager, providing investment management and accounting services, replacing Invista Real Estate Investment Management Limited ("IREIM").

 

The Investment Manager is entitled to a fee together with reasonable expenses incurred in the performance of its duties. The fee is payable monthly in arrears and shall be an amount equal to one twelfth of the aggregate of 1.1% of the NAV of the Company. The Investment Management Agreement can be terminated by either party on not less than twelve months written notice or on immediate notice in the event of certain breaches of its terms or the insolvency of either party.              

 

The total charge to profit and loss during the period was £1,007,000 (March 2012: £3,041,000 of  which £2,641,000 was paid to Invista Real Estate Investment Management for the period from 1st April 2011 to 13th January 2012 and £400,000 to Schroders for the period from 14 January 2012 to 31 March 2012) (September 2011: £1,761,000).

 

The Board appointed Northern Trust International Fund Administration Services (Guernsey) Limited as the Administrator to the Company with effect from 25 July 2007. The Administrator is entitled to an annual fee equal to £120,000.  Up to 13 January 2012, IREIM was also paid £181,000 (2011: £250,000) for accounting services to the Company.

 

3. Statement of Comprehensive Income

 

One-off transaction costs of £1,338,000 were incurred in the prior year, due to the change of investment manager and the Picton merger proposal, comprising a £320,000 termination fee paid to Invista Real Estate Investment Management, a £200,000 transition fee paid to Schroders and £818,000 of other professional fees of which £374,000 were incurred in the first half of the prior year.

 

4. Basic and Diluted (Loss)/Earning per Share

 

The basic and diluted earnings per share for the Group is based on the net lossfor the period of £3,424,000, (March 2012: profit £11,033,000) (September 2011 restated loss: £5,159,000) and the weighted average number of Ordinary Shares in issue during the period/year of 355,921,281 (March 2012: 355,921,281 and September 2011: 355,921,281).

 

5. Dividends paid

 


Number of


01/04/2012 to

In respect of

Ordinary

Rate

30/09/2012


Shares

(pence)

£000





Quarter 31 March 2012 dividend paid 18 May 2012

355.92 million

0.8800

3,132

Quarter 30 June 2012 dividend paid 15 August 2012

355.92 million

0.8800

3,132



1.7600

6,264

 


Number of


01/04/2011 to

In respect of

Ordinary

Rate

30/09/2011


Shares

(pence)

£000





Quarter 31 March 2011 dividend paid 13 May 2011

355.92 million

0.8800

3,132

Quarter 30 June 2011 dividend paid 19 August 2011

  355.92 million

0.8800

3,132



1.7600

6,264

 


Number of


01/04/2011 to

In respect of

Ordinary

Rate

31/03/2012


Shares

(pence)

£000





Quarter 31 March 2011 dividend paid 13 May 2011

  355.92 million

0.8800

3,132

Quarter 30 June 2011 dividend paid 19 August 2011

355.92 million

0.8800

3,132

Quarter 30 September 2011 dividend paid 25 November 2011

355.92 million

0.8800

3,132

Quarter 31 December 2011 dividend paid 17 February 2012

355.92 million

0.8800

3,132



3.5200

12,528

 

A dividend for the quarter ended 30 September 2012 of 0.88p (£3,132,107) was declared on 24 October 2012 and will be paid on 16 November 2012.

 

 

6. Investment property

 

For the period 1 April 2011 to 30 September 2011 (unaudited)


Leasehold

Freehold

Total


£000

£000

£000

Amounts recognised as investment property at  1 April 2011

47,980

277,315

325,295

Additions

-

6,444

6,444

Disposals

-

(5,635)

(5,635)

Net valuation gains/(loss) on investment property

3

(1,567)

(1,564)

Amounts recognised as investment property at 30 September 2011

47,983

276,557

324,540

 

For the year 1 April 2011 to 31 March 2012 (audited)


Leasehold

Freehold

Total

£000

£000

£000

Amounts recognised as investment property at  1 April 2011

47,980

277,315

325,295

Additions

15,774

7,298

23,072

Disposals

(15,774)

(5,820)

(21,594)

Net valuation  loss on investment property

(526)

(5,359)

(5,885)

Amounts recognised as investment property at 31 March 2012

47,454

273,434

320,888

 

For the period 1 April 2012 to 30 September 2012 (unaudited)


Leasehold

Freehold

Total

£000

£000

£000

Amounts recognised as investment property at  1 April 2012

47,454

273,434

320,888

Additions

122

763

885

Disposals

-

(23,109)

(23,109)

Net valuation loss on investment property

(888)

(6,085)

(6,973)

Amounts recognised as investment property at 30 September 2012

46,688

245,003

291,691

 

Fair value of investment property as determined by the valuers excluding lease incentives totals £299,665,000 (31 March 2012: £328,765,000).

 



 

 

7. Investment in associates and joint ventures

 

For the year 1 April 2011 to 31 March 2012 (audited)


£000

Opening balance as at 1 April 2011

3,902

Share of  profits in year

12,125

Amounts recognised as associates and joint ventures at 31 March 2012

16,027

 

For the period 1 April 2012 to 30 September 2012 (unaudited)



£000

Opening balance as at 1 April 2012


16,027

Share of profits in period

188


Write back of loans  to associates and joint ventures previously impaired *

68


Total share of profits from associates and joint ventures


256

Disposal in period


(11,700)

Amounts recognised as associates and joint ventures at 30 September 2012


4,583

 

* Total loans to associates and joint ventures as at 30 September 2012 was £1,308,000 (31 March 2012 £1,240,000)

 

8. Cash and cash equivalents

 

Included in cash of £61.2 million (March 2012: £52.5 million, September 2011: £52.3 million) is £11.2 million (March 2012 and September 2011: £11.2 million) of restricted cash held under the liquidity facility with Lloyds TSB bank.  This is held in trust and under the terms of the loan agreement and can only be drawn down by the Trustee in the event of a liquidity shortfall within the Group for the sole purpose of paying the principal loan interest.

 

9. Interest-bearing loans and borrowings

 

In March 2005 the Group entered into a £152.5 million loan repayable in July 2014 with a securitisation vehicle, along with a facility of £150 million of reserve notes.  The Group has as at 30 September 2012 £151.5 million drawn under these two facilities and £1.1 million in unamortised arrangement fees.

 

At the same time as entering into these two facilities, the Group entered into a liquidity facility with Lloyds TSB Bank plc (Lloyds) as the Liquidity Facility Provider for £11.2 million, the intention of the facility was to provide funding for liquidity shortfalls. One of the criteria of the liquidity facility was that the Liquidity Facility Provider should have a credit rating of at least AA- (long term) by Fitch or A-1 (short term) by S&P. Recently Lloyds has been downgraded to A-1 (short term) by S&P. A consequence of this downgrade is the Group being required to drawdown the £11.2 million and place it in a blocked bank account. The drawdown can be repaid when Lloyds rating returns to at least the level set out in the agreement or the terms of the liquidity facility agreement are altered.

 

10. NAV per Ordinary Share

 

The NAV per Ordinary Share is based on the net assets of £172,144,000 (31 March 2012: £179,979,000) (30 September 2011: £168,385,000) and 355,921,281 (31 March 2012 and 30 September 2011: 355,921,281) Ordinary Shares in issue at the Balance Sheet date.

 

 

11. Post balance sheet events

 

Post period end the Group repaid a total of £17 million of debt incurring a total of £2.6 million in swap break costs.

 

Independent Review Report to Schroder Real Estate Investment Trust Limited ('the Company')

 

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2012 which comprises the Condensed Statement of Comprehensive Income, Condensed Balance Sheet, Condensed Statement of Changes in Equity, Condensed Statement of Cash Flows and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

This report is made solely to the Company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Services Authority ("the UK FSA"). Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

 

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FSA.

 

As disclosed in note 1, the annual financial statements of the Company are prepared in accordance with IFRS. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting.

 

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

 

Scope of review

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 UK. 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 Ireland) 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.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2012 is not prepared, in all material respects, in accordance with IAS 34 and the DTR of the UK FSA.

 

 

 

Deborah J Smith

For and on behalf of KPMG Channel Islands Limited

Chartered Accountants and Registered Auditors

Guernsey

19 November 2012

 

Corporate information

 

Registered Address

Trafalgar Court

Les Banques

St Peter Port

Guernsey GY1 3QL

 

Directors

Andrew Sykes (Chairman)

Keith Goulborn

John Frederiksen

Harry Dick-Cleland

David Warr

Peter Atkinson

 (All Non-Executive Directors)

 

Investment Manager and Accounting Agent

Schroder Property Investment

Management Limited

31 Gresham Street

London

EC2V 7QA

 

The Manager's Investment Committee

William Hill

Mark Callender

Duncan Owen

 

Secretary, Administrator and

Channel Islands Sponsor

Northern Trust International

Fund Administration Services

(Guernsey) Limited

Trafalgar Court

Les Banques

St Peter Port

Guernsey GY1 3QL

 

 

 

 

Auditor

KPMG Channel Islands Limited

20 New Street

St Peter Port

Guernsey GY1 4AN

 

Property Valuers

Knight Frank LLP

20 Hanover Square

London W1S 1HZ

 

UK Sponsor and Broker

JPMorgan Cazenove Limited

25 Bank Street

London E14 5JP

 

Numis Securities Limited

10 Paternoster Square

London EC4M 7LT

 

Tax Advisers

Deloitte & Touche LLP

180 Strand

London WC2R 1BL

 

Receiving Agent and UK Transfer/Paying Agent

Computershare Investor Services PLC

The Pavilions

Bridgewater Road

Bristol BS99 1XZ

Solicitors to the Company

as to English Law:

Herbert Smith Freehills

Exchange House

Primrose Street

London EC2A 2HS

 

as to Guernsey Law:

Mourant Ozannes

1 Le Marchant Street

St Peter Port

Guernsey GY1 4HP

 


ISA/PEP status

The Company's shares are eligible for Individual Savings Accounts (ISAs) and PEP transfers and can continue to be held in existing PEPs

 

 

 

 


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