Half Yearly Report

RNS Number : 0009X
Sirius Real Estate Limited
14 November 2014
 



Sirius Real Estate Limited

("Sirius", "the Group" or "the Company")

Half Year Results for the six months ended 30 September 2014

"Trading during the first six months has continued positively and the implementation of an enhanced dividend policy and intensive capex programme reflects the Company's significantly improved financial position. The Board anticipates a good set of results for the full year." said Robert Sinclair, Chairman of Sirius.

Financial highlights

·          Continued demand for Sirius' workspace helped gross annualised rent roll level increase 1.9% in the six month period to €42.2m (31 March 2014: €41.4m°)

·          Recurring profit before tax increased to €5.1m* (2013: €5.0m*). Profit before tax (including property revaluations) of €15.3m (2013: €11.0m)

·          Funds From Operations ('FFO')* increased to €6.2m (2013: €5.9m*) and FFO per share 1.2c (2013: 1.8c). The reduction in FFO per share reflects the impact of the capital raisings in August and December 2013, resulting in a higher number of shares in issue

⋅             Valuation of the portfolio increased by €15.9 million or 3.6% to €463.6m (31 March 2014: €447.7m^) in the six month period 

⋅             Adjusted Net Asset Value** per share increased by 6.8% to 47.3c (31 March 2014: 44.3c)

⋅             Loan to value ('LTV') ratio reduced to 48% (31 March 2014: 51%) showing good progress towards the 40% LTV target

⋅             Achieved new lettings in the period of 54,713 sqm at an average rate of €5.54 per sqm, 22% above the average rate of €4.53 per sqm being achieved on the portfolio

⋅             Average rental rate per sqm per month increased from €4.46° at 31 March 2014 to €4.53 at 30 September 2014

 

Enhanced Dividend Policy

⋅             Announced the establishment of an enhanced dividend policy to pay to shareholders 65% of FFO on a semi-annual basis; effectively a 27% increase in the dividend pay-out from the previous policy

⋅             Dividend of 0.77c per share declared for the six months to 30 September 2014, with a scrip dividend alternative, payable on 31 December 2014.  Ex-dividend date of 27 November 2014 and record date of 28 November 2014

  

* Adjusted. See Note 21 of Notes to the Financial Statements for explanation.

^ Adjusted for disposals

° Smartspace all-inclusive rents adjusted by €180k to allocate actual service charge costs to service charge income rather than estimated. This is now like-for-like with the September 2014 position.

** Excluding provisions for deferred tax and financial derivatives

Capex Programme

⋅             In June 2014, the Company announced a new 2 year €9 million capital investment programme aimed at transforming around 100,000 sqm of previously unlettable or under-rented space into a combination of conventional space and the Company's premium, high-quality Smartspace products, aimed at creating an Estimated Rental Value €5 million

 

⋅             The Company has completed the first 29,441 sqm of this capital investment programme with an investment spend coming in slightly lower than budget.  The completed space has only been on the market for a short period of time and the rental rates achieved so far are higher than expected

 

Disposals

·           34,800 sqm of non-income producing land disposed of for €4.55 million*

·           105,000 sqm of non-income producing land and two non-core low income producing sites identified or available for potential sale

* € 2.24m completed in the six months to 30 September 2014 and €2.21m completed in November 2014

Robert Sinclair, Chairman of Sirius, said, "The Company continues to be successful in identifying and executing the disposal of surplus land, which along with the Company's existing cash generation, will comfortably fund the capital investment programme, whilst also allowing an enhanced dividend policy. The capital investment programme is already producing increasing levels of profitability for the Company. With a strong financial platform to work from and further benefits from the capital investment programme to come, the Board is confident that Sirius will deliver significant value to shareholders." 

Enquiries:

Sirius                         

Andrew Coombs, Chief Executive Officer                         +49 (0) 30 285010110

Alistair Marks, Chief Financial Officer                              +49 (0) 30 285010110

Peel Hunt

Capel Irwin                                                                    020 7418 8900

Hugh Preston

Finncap

Stuart Andrews                                                              020 7220 0500

Paul Harrington

Novella                                           

Tim Robertson                                                               020 3151 7008

Ben Heath

 

www.sirius-real-estate.com 

Business Update

Introduction

The Company is pleased to announce the half-year results of Sirius Real Estate Limited for the six months ended 30 September 2014. With the capital restructuring complete and further disposals executed, the Company is now focused on extracting full value from a more streamlined portfolio with lower levels of debt.

An enhanced dividend policy has been implemented and the intensive capital investment programme aimed at delivering organic growth is well under way. The results of this initiative to date are very encouraging particularly given that it is being largely funded with the proceeds from disposals of excess, non-income producing land on various parks.  

We saw a further uplift in the value of our property portfolio in the period, with the entire portfolio valued at €463.6 million as at 30 September 2014 (31 March 2014: €447.7 million*), an increase of €15.9 million or 3.6% in the six month period. The revaluation uplift is encouraging and is largely due to the increase in rent roll and capital expenditure during the period.  We still believe that there remains significant potential for further uplifts in the coming years.

The Board is undertaking a number of initiatives to enhance the profile of the Company and to encourage trading in its shares.  One of these initiatives may, in light of the existing significant South African shareholder base which the Company enjoys, be to obtain a secondary listing on the Johannesburg Stock Exchange and we have recently announced that we have initiated discussions with the JSE and some of our South African shareholders in that regard.  We believe such a listing would be attractive to those shareholders as well as attract additional shareholders, enhancing the liquidity and tradability of our shares.  We shall keep shareholders informed in due course on this and other plans for progress.

* Adjusted for disposals

Earnings

For the half year under review, total income was €21.5 million (2013: €21.7 million^) and profit before tax for the period was €15.3 million (2013: €11.0 million), which includes property revaluations. The recurring profit before tax* reported for the period was €5.1 million (2013: €5.0 million^). We have been able to increase the annualised gross rent roll of the 30 business parks currently owned by 1.9% to €42.2 million (31 March 2014: €41.4 million°) in the six month period. Recovery of service charge costs continues to improve, notwithstanding recovery rates already being well ahead of the occupancy rate.    

Funds From Operations** ('FFO') increased to €6.2m (2013: €5.9m^) and FFO per share was 1.2c (2013: 1.8c^).  Adjusted EPS* was 0.93c as at 30 September 2014 (30 September 2013: 1.53c^). The reduction in FFO and Adjusted EPS is due to the capital raises last year for the bank refinancing resulting in a higher number of shares in issue this year. 

* Excludes property revaluation, related deferred tax, non-controlling interests, profits on disposals, change in fair value of derivative financial instruments and non-recurring items. 

** See Note 21 of Notes to the Financial Statements for explanation.

^ Adjusted for surrender premium and impact of disposed sites

° Smartspace all-inclusive rents adjusted by €180k to allocate actual service charge costs to service charge income rather than estimated. This   is now like-for-like with the September 2014 position.

 

Net Asset Value

The existing portfolio was independently valued at €463.6 million by Cushman & Wakefield LLP (31 March 2014: €447.7 million*) which converts to a book value of €459.0 million after Directors' write-downs of €2.6 million on the two non-core assets held for sale and a reduction of €2.0 million for the provision for rent-free adjustments as required by IFRS.

The Adjusted Net Asset Value ('Adjusted NAV') per share, which excludes the provisions for deferred tax and derivative financial instruments, was 47.3c as at 30 September 2014, an increase of 6.8% over the 44.3c Adjusted NAV per share at 31 March 2014.

The portfolio valuation represents a 3.6% increase in the six month period. This is the third valuation in succession where values have increased, such increases primarily due to rental income improvements. The €15.9 million valuation uplift translates to a €11.6 million gain in our books driven largely from the deployment of €4.7 million of capital investment and increase in rent roll during the period.  The table below shows how the revaluation gain is calculated.


 € million          

Valuation increase, 30 September 2014

15.9

Less Capex

-4.7

Impairments

0.3

Lease incentives

0.1

Revaluation profit at 30 September 2014

11.6

 

The core portfolio, which comprises 27 of the 30 assets, is valued at €451.1 million representing an average gross yield of 9.2% (31 March 2014: 9.5%) and a net yield^^ of 8.1% (2013: 8.0%). The average capital value per sqm is €428.4 (31 March 2014: €418.5) which remains significantly below replacement cost.  These indicators highlight the potential value in the core portfolio and even more so given the fact that the core assets operate with an occupancy of only 80% (31 March 2014: 80%). 

We believe that there remains significant potential for further uplifts and realisations in the future. This will not only come from organic rental growth as we continue to push rents higher, but also from the value created through the capital investment programme. We also believe the valuations do not yet fully reflect property level cost reductions achieved over the last few years.  

^^ Net Yield is rental income less service charge irrecoverable costs and landlord maintenance divided by valuation

* Adjusted for disposals

Dividend

In light of the stronger cash generation from the operations, now being enhanced by the capital investment programme, and the cash generated from the disposal of non-income and low-income producing assets, the Board has decided to increase the dividend payable to shareholders. The dividend policy, as announced on 22 September 2014, has therefore been enhanced to 65% of FFO, rather than the previously announced policy which referred to recurring profit after tax.  This is, in effect, a 27% increase in the dividend pay-out from the previous policy. The dividend will be paid semi-annually.

The Company will continue to offer shareholders the ability to receive dividends in scrip rather than cash for which there was a 35% scrip take-up on the dividend recently paid relating to the prior year. The Board declares an interim dividend of 0.77c per share for the period ending 30 September 2014 which will be paid on 31 December 2014.  The ex-dividend date will be 27 November 2014 and the record date 28 November 2014.  Details of the scrip offer will be mailed to shareholders shortly. The latest date to elect to accept the scrip offer is expected to be 15 December 2014.

Operations

Demand for both flexible and conventional workspace has been good from the Company's core German SME customers with new lettings of 54,713 sqm at an average rate of €5.54 per sqm being achieved during the period.  Move-outs were 30,698 sqm.  For the year ended 31 March 2014 we reported new lettings of 113,784 sqm and move-outs of 112,982 sqm, which included 21,674 sqm for a specific scheduled Siemens vacation. Assuming the full year to 31 March 2015 has a similar level of new lettings and move-outs as the prior year, excluding the Siemens move-outs, we would expect approximately a further 60,000sqm each of new lettings and move-outs in the second half.

The primary focus of the management team is now on driving the rental income generated by its core portfolio from which the main growth driver will be the capital expenditure programme.  As previously announced, the Company plans to invest around €9 million over a two year period into transforming approximately 100,000 sqm of previously unlettable or under-rented space into a combination of conventional workspace and Sirius' high-quality Smartspace products. Around 76,000sqm of the space subject to the programme requires major investment and in our 22 September 2014 trading update, the Company informed shareholders of its ability to transform this space under budget with the first 26,818 sqm coming in at an investment spend lower than expected. We are pleased to note that this has continued, with a total of 29,414 sqm of the capital investment programme delivered to the date of this report.  The total additional rental income now created from this programme is €750k which can be illustrated as follows:

Capital Investment Programme Progress

Area

Investment

Rental Increase





Occupancy

Rate


Sqm

Budget

Actual

Budget

Achieved to Date

Budget

Achieved to Date

Budget

Achieved to Date

Completed

29,441

€2,747,000

€2,346,590

€1,494,746

€750,201

77%

38%

5.49

5.54

In Progress

6,500

€1,378,500


€313,637


72%


5.56


To be Commenced This Financial Year

16,924

€1,811,766


€719,832


73%


4.83


To be Commenced Next Financial Year

23,301

€2,431,000


€1,117,404


78%


5.13


Total

76,166

8,368,266

2,346,590

3,645,619

750,201

76%


5.24


The expectation of this programme is to create an Estimated Rental Value of €5 million and realise at least €3.5 million of this to the Group's rental income as well as reduce its cost of vacancy by around €0.5 million per annum over the next three years. This would represent a material improvement in the Group's profitability.  Given that it is focused on converting previously unusable or under-rented space, which has limited value attributed to it in the property valuations, this investment is also expected to have a significant impact on the value of the portfolio.  This is emphasised by the fact that more than half of the investment to date has been on converting poor quality space into our premium Smartspace products.  Currently these products represent around 7.5% of the total lettable space of the portfolio and we would expect this programme to increase that to 10% or more.

The Smartspace product range (Office, Storage, Flexilager and Workbox) continues to improve in terms of the level of rental rates being achieved.  Smartspace offers highly competitive prices due to the fact that these products are located in former industrial buildings and accordingly demand remains strong.  The price point that we are achieving for Smartspace is up to triple that achieved by the pre-conversion usage and our products are often priced at less than half that of our main competitors.  We continue to manage the mix of space on each business park between flexible Smartspace tenants, long-term blue-chip anchor tenants and mid-term conventional tenants (mainly SMEs). Optimising the mix ensures that we can maximise the yield whilst preserving the covenant quality within each park, so that our assets will always remain attractive from both an investment and a financing perspective.  The table below illustrates the current tenant mix across the portfolio:

 


No. of Tenants

Occ Sqm

Annual Rent

Percentage

Rate Per Sqm







Top 50 Tenants

50

477,245

25,595,217

61%

4.47

Other SME Tenants

1,429

264,230

14,060,747

33%

4.43

Smartspace Tenants

                    949

               34,615

             2,498,157

             6%

6.01

Total

2,428

776,091

42,154,121

100%

4.53



Disposals

In the reporting period we completed the disposal of 7,479 sqm of non-income producing land across sites in Bremen and Bonn generating proceeds of €2.34 million. We also completed the disposal of 27,321 sqm of non-income producing land at a Berlin site in November 2014 generating proceeds of €2.21 million. One non-core unencumbered business park has also been notarised and will generate another €0.3 million. There are two non-core unencumbered business parks available for disposal and a further 105,000 sqm of surplus land also identified as potentially available for disposal. Since these assets produce only a modest contribution to the Company's profits and in the case of the land have only a nominal value attributed to it in the portfolio valuations, recycling the capital and investing in capital investment is expected to produce a high return on investment, both in terms of income and value accretion. In addition to this the Company is looking at selectively recycling a small number of mature assets in non-core locations with new acquisitions in core locations with much better income and capital growth potential.

Finance

As mentioned in our last report we have completed the refinancing of all banking facilities and the Company now has Group borrowings of €227 million, representing a loan to value ratio of 48% on bank debt. The Group has four bank facilities totalling €222 million and a convertible bond with a face value of €5 million. The bank debt has expiries ranging between January 2017 and July 2023 and an average unexpired term of 4.8 years. The first facilities due for renewal are the two Macquarie facilities in January 2017 currently totalling €57 million. The average cost of debt is currently around 4.6% which we believe can be reduced further with the refinancing of the two Macquarie facilities.      

Outlook

Demand for conventional and flexible workspace has remained strong across the Group's 27 core sites and the Company is trading in line with expectations.

We have embarked on a major capital investment programme that, while still in its early stages, has already shown the potential to generate high income and capital value returns. Funding this investment programme with the proceeds from the disposal of non-income producing land and low-income producing non-core sites will further improve total returns to shareholders.

The consistent operational improvement achieved over the last three years as well as the strengthening of the capital structure led to the Board re-commencing dividend payments in June 2014 in connection with the 31 March 2014 financial year. The Board has now enhanced the dividend policy by improving dividend payments to 65% of FFO, reflecting the continuing confidence in the Group's trading performance and cash generation.

With the capital structure stabilised the management has been able to start focusing on enhancing returns from the current portfolio by recycling capital into highly accretive organic investment opportunities in our existing estate where we know there is strong demand for our products. This, together with a continuing improvement in operating performance on the estate, gives us confidence that high total returns, consisting of income and capital value returns, can be achieved in the coming periods.

The Board is confident the Company will deliver a good set of results for the full year and is working hard to generate significant returns for its shareholders.

 

Independent review report

to Sirius Real Estate Limited

 

Introduction

We have been engaged by Sirius Real Estate Limited ("the Company") to review the unaudited interim condensed set of financial statements of the company and its subsidiaries (together the "Group") in the Interim Report for the six months ended 30 September 2014 which comprises the unaudited consolidated statement of comprehensive income, unaudited consolidated statement of financial position, unaudited consolidated statement of changes in equity, unaudited consolidated cash flow statement and the related explanatory notes. We have read the other information contained in the Interim Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the unaudited interim condensed set of financial statements.

 

This report is made solely to the Company in accordance with the terms of our engagement. 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 Interim Report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the Interim Report in accordance with the AIM Rules.

 

As disclosed in note 2(a), the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU. The unaudited interim condensed set of financial statements included in this Interim Report has been prepared in accordance with the recognition and measurement requirements of IFRS as adopted by the EU.

 

Our responsibility

Our responsibility is to express to the Company a conclusion on the unaudited interim condensed set of financial statements in the Interim 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 unaudited interim condensed set of financial statements in the Interim Report for the six months ended 30 September 2014 is not prepared, in all material respects, in accordance with the recognition and measurement requirements of IFRS as adopted by the EU and the AIM Rules.

 

 

KPMG Channel Islands Limited

Chartered Accountants

Guernsey

13 November 2014


Unaudited consolidated statement of comprehensive income

for the six months ended 30 September 2014

 


Notes

(Unaudited)

six months ended

30 September 2014

€000

(Unaudited)

six months ended

30 September 2013

€000

(Audited)

twelve months ended

31 March 2014

€000

Rental income

4

21,533

23,626

45,065

Direct costs

5

(7,671)

(8,160)

(16,519)

Net rental income


13,862

15,466

28,546

Surplus on revaluation of investment properties

12

11,578

5,215

22,735

Gain/(loss) on disposal of properties


1,084

(336)

(1,687)

Administrative expenses

5

(1,660)

(2,222)

(4,043)

Other operating expenses

5

(1,251)

(1,058)

(2,298)

Operating profit


23,613

17,065

43,253

Finance income

8

10

41

64

Finance expense

8

(5,793)

(6,182)

(12,155)

Change in fair value of derivative financial instruments


(2,567)

81

(128)

Profit before tax


15,263

11,005

31,034

Taxation

9

(2,615)

(716)

(2,102)

Profit for the period


12,648

10,289

28,932

Profit attributable to:





Owners of the Company


12,637

10,283

28,927

Non-controlling interest


11

6

5

Profit for the period


12,648

10,289

28,932

Earnings per share





Basic comprehensive income for the period attributable to ordinary equity holders of the Parent Company

10

2.43c

3.13c

7.31c

Diluted comprehensive income for the period attributable to ordinary equity holders of the Parent Company

10

2.36c

2.98c

7.01c

 


Unaudited consolidated statement of financial position

as at 30 September 2014

 


Notes

(Unaudited)

30 September 2014

€000

(Unaudited)

30 September 2013

€000

(Audited)

31 March 2014

€000

Non-current assets





Investment properties

12

456,866

420,912

441,087

Plant and equipment


1,712

2,043

1,834

Goodwill

14

3,738

3,738

3,738

Total non-current assets


462,316

426,693

446,659

Current assets





Trade and other receivables

15

7,713

8,649

11,378

Prepayments


898

711

1,570

K-Bonds I Junior Debt taken by SRE

 

-

2,000

-

Derivative financial instruments

19

165

-

678

Cash and cash equivalents

16

18,006

16,251

13,747

Investment property held for sale

13

2,097

7,720

2,633

Total current assets


28,879

35,331

30,006

Total assets


491,195

462,024

476,665

Current liabilities





Trade and other payables

17

(22,550)

(18,568)

(20,980)

Interest-bearing loans and borrowings

18

(2,721)

(191,360)

(2,813)

Current tax liabilities


(113)

-

(125)

Derivative financial instruments

19

(449)

(3)

(4)

Total current liabilities


(25,833)

(209,931)

(23,922)

Non-current liabilities





Interest-bearing loans and borrowings

18

(218,861)

(80,849)

(222,071)

Derivative financial instruments

19

(1,779)

(113)

(170)

Deferred tax liabilities

9

(6,566)

(3,172)

(4,200)

Total non-current liabilities


(227,206)

(84,134)

(226,441)

Total liabilities


(253,039)

(294,065)

(250,363)

Net assets


238,156

167,959

226,302

Equity





Issued share capital

20

-

-

-

Other distributable reserve


349,184

310,278

349,978

Retained earnings


(111,061)

(142,342)

(123,698)

Total equity attributable to the equity holders of the Parent Company


238,123

167,936

226,280

Non-controlling interests


33

23

22

Total equity


238,156

167,959

226,302

 

The interim condensed set of financial statements was approved by the Board of Directors on 13 November 2014 and was signed on its behalf by:

 

Robert Sinclair

Director


Unaudited consolidated statement of changes in equity

for the six months ended 30 September 2014

 


Issued

share

capital

€000

Other

distributable

reserve

€000

Retained

earnings

€000

Total equity

attributable

to the equity

holders of the

Parent

Company

€000

Non-controlling

interests

€000

Total

equity

€000

As at 31 March 2013

-

303,637

(152,625)

151,012

17

151,029

Shares issued, net of costs

-

6,397

-

6,397

-

6,397

Share-based payment transactions

-

244

-

244

-

244

Profit for the period

-

-

10,283

10,283

6

10,289

As at 30 September 2013

-

310,278

(142,342)

167,936

23

167,959

Shares issued, net of costs

-

39,041

-

39,041

-

39,041

Share-based payment transactions

-

659

-

659

-

659

Profit for the period

-

-

18,644

18,644

(1)

18,643

As at 31 March 2014

-

349,978

(123,698)

226,280

22

226,302

Shares issued, net of costs

-

(133)

-

(133)

-

(133)

Share-based payment transactions

-

357

-

357

-

357

Dividends paid

-

(1,018)

-

(1,018)

-

(1,018)

Profit for the period

-

-

12,637

12,637

11

12,648

As at 30 September 2014

-

349,184

(111,061)

238,123

33

238,156

 


Unaudited consolidated statement of cash flows

for the six months ended 30 September 2014

 


(Unaudited)

six months ended

30 September 2014

€000

(Unaudited)

six months ended

30 September 2013

€000

(Audited)

twelve months ended

31 March 2014

€000

Operating activities




Profit before tax

15,263

11,005

31,034

(Gain)/loss on sale of properties

(1,084)

336

1,687

Adjustments for:




Share-based payments

357

244

904

Surplus on revaluation of investment properties

(11,578)

(5,215)

(22,735)

Change in fair value of derivative financial instruments

2,567

(81)

128

Depreciation

510

494

995

Finance income

(10)

(41)

(64)

Finance expense

5,793

6,182

12,155

Cash flows from operations before changes in working capital

11,818

12,924

24,104

Changes in working capital




Decrease/(increase) in trade and other receivables

4,054

568

(3,925)

Increase/(decrease) in trade and other payables

1,010

(5,071)

(1,464)

Taxation paid

(261)

(226)

(191)

Cash flows from operating activities

16,621

8,195

18,524

Investing activities




Development expenditure

(4,200)

(1,868)

(4,260)

Purchase of plant and equipment

(388)

(99)

(391)

Net Proceeds on disposal of properties

2,119

11,013

14,811

K-Bonds I Junior Debt taken by SRE

-

(2,000)

-

Interest received

10

41

64

Cash flows used in investing activities

(2,459)

7,087

10,224

Financing activities




Issue of shares

(133)

6,397

45,438

Dividends paid

(1,018)

-

-

Proceeds from loans

-

52,000

193,560

Repayment of loans

(3,753)

(68,452)

(259,838)

Finance charges paid

(4,999)

(5,694)

(10,879)

Cash flows from financing activities

(9,903)

(15,749)

(31,719)

Increase/(decrease) in cash and cash equivalents

4,259

(467)

(2,971)

Cash and cash equivalents at the beginning of the period

13,747

16,718

16,718

Cash and cash equivalents at the end of the period

18,006

16,251

13,747

 


Notes forming part of the financial statements

for the six months ended 30 September 2014

 

1. General information

Sirius Real Estate Limited (the "Company") is a company incorporated and domiciled in Guernsey whose shares are publicly traded on AIM.

 

The unaudited interim condensed set of consolidated financial statements of Sirius Real Estate Limited comprises that of the Company and its subsidiaries (together referred to as the "Group").

 

The principal activity of the Group is investment in and development of commercial property to provide conventional and flexible workspace in Germany.

 

The interim condensed set of consolidated financial statements of the Group as at and for the year ended 31 March 2014 are available upon request from the Company's registered office at PO Box 119, Martello Court, Admiral Park, St. Peter Port, Guernsey GY1 3HB, Channel Islands or at www.sirius-real-estate.com.

 

2. Significant accounting policies

(a) Basis of preparation

The unaudited interim condensed set of consolidated financial statements were prepared on a historical cost basis, except for investment properties and derivative financial instruments which have been measured at fair value. The unaudited interim condensed set of consolidated financial statements are presented in euros and all values are rounded to the nearest thousand (€000) except where otherwise indicated.

 

The audited consolidated financial statements of the Group for the year ended 31 March 2014 have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU ("Adopted IFRSs") and The Companies (Guernsey) Law, 2008. The unaudited interim set of consolidated financial statements included in this Interim Report has been prepared in accordance with the recognition and measurement requirements of IFRSs as adopted by the EU. The interim set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's audited consolidated financial statements for the year ended 31 March 2014. They do not include all of the information required for full annual financial statements and should be read in conjunction with the audited consolidated financial statements of the Group as at and for the year ended 31 March 2014. Having reviewed the Group's current trading and forecasts, together with sensitivities and mitigating factors and the available facilities, the Board has reasonable expectations that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Board continues to adopt the going concern basis in preparing these financial statements.

 

(b) Basis of consolidation

The unaudited interim condensed set of consolidated financial statements comprises the financial statements of the Group as at 30 September 2014. The financial statements of the Company's subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies.

 

All intra-group balances and transactions and any unrealised income and expenses and profits and losses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.

 

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.

 

Non-controlling interests represent the portion of profit or loss and net assets not held by the Group and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from the Parent Company shareholders' equity.

 

(c) Significant accounting policies

The accounting policies applied by the Group in this unaudited interim condensed set of consolidated financial statements are the same as those applied by the Group in its audited consolidated financial statements as at and for the year ended 31 March 2014.



 

3. Operating segments

Segment information is presented in respect of the Group's operating segments. The operating segments are based on the Group's management and internal reporting structure. Segment results and assets include items directly attributable to a segment as well as those that can be allocated to a segment on a reasonable basis.

 

Management considers that there is only one geographical segment, which is Germany, and one business segment, which is investment in commercial property.

 

4. Revenue


(Unaudited)

six months ended

30 September 2014

€000

(Unaudited)

six months ended

30 September 2013

€000

(Audited)

twelve months ended

31 March 2014

€000

Rental income from investment properties

21,533

23,626

45,065

 

5. Operating profit

The following items have been charged/(credited) in arriving at operating profit:

 

Direct costs

 

(Unaudited)

six months ended

30 September 2014

€000

(Unaudited)

six months ended

30 September 2013

€000

(Audited)

twelve months ended

31 March 2014

€000

Service charge income

(16,344)

(15,589)

(33,965)

Property and management costs

24,015

23,689

50,391

Irrecoverable property costs

7,671

8,100

16,426

Property management fee

-

60

93

Direct costs

7,671

8,160

16,519

 

Administrative expenses


(Unaudited)

six months ended

30 September 2014

€000

(Unaudited)

six months ended

30 September 2013

€000

(Audited)

twelve months ended

31 March 2014

€000

Audit fees

170

159

352

Legal and professional fees

706

587

1,270

Other administration costs

558

624

1,186

Non-recurring costs

226

852

1,235

Administrative expenses

1,660

2,222

4,043

 

Other operating expenses


(Unaudited)

six months ended

30 September 2014

€000

(Unaudited)

six months ended

30 September 2013

€000

(Audited)

twelve months ended

31 March 2014

€000

Directors' fees

86

71

142

Bank fees

49

40

84

Depreciation

510

494

995

Marketing and other expenses

606

453

1,077

Other operating expenses

1,251

1,058

2,298

 

6. Employee costs and numbers


(Unaudited)

six months ended

30 September 2014

€000

(Unaudited)

six months ended

30 September 2013

€000

(Audited)

twelve months ended

31 March 2014

€000

Wages and salaries

4,347

3,219

8,080

Social security costs

816

654

1,752

Other employment costs

18

8

25


5,181

3,881

9,857

All employees are employed directly by Sirius Facilities GmbH and Sirius Facilities (UK) Limited, both Group subsidiary companies. The average number of persons employed by the Group in the reporting period was 165 (31 March 2014: 151; 30 September 2013: 154), expressed in full-time equivalents.

 

The Board of Directors consisted of five Non‑executive Directors until 1 May 2014.  On that date, two Executive Directors were appointed with one Non-executive Director stepping down.

 

7. Equity-settled share-based payments

The Group has a long‑term incentive scheme for the benefit of certain key management personnel. As a result, 666,668 shares were granted in the scheme during the reporting period (year ended 31 March 2014: 1,000,000). An expense of €226,727 was recognised in the consolidated statement of comprehensive income to 30 September 2014 (year ended 31 March 2014: €240,000).

During the period, a further 932,779 shares were issued to the Company's management through its share matching scheme and shares taken in lieu of bonus (year ended 31 March 2014: 2,703,093). For the shares issued that were not expensed in prior years, an expense of €129,890 was recognised in the consolidated statement of comprehensive income to 30 September 2014 (year ended 31 March 2014: €663,000).

 

8. Finance income and expense


(Unaudited)

six months ended

30 September 2014

€000

(Unaudited)

six months ended

30 September 2013

€000

(Audited)

twelve months ended

31 March 2014

€000

Bank interest income

10

41

64

Finance income

10

41

64

Bank interest expense

(4,999)

(5,694)

(10,879)

Amortisation of capitalised finance costs

(794)

(488)

(1,276)

Finance expense

(5,793)

(6,182)

(12,155)

Net finance expense

(5,783)

(6,141)

(12,091)

 



 

9. Taxation

Consolidated statement of comprehensive income


(Unaudited)

six months ended

30 September 2014

€000

(Unaudited)

six months ended

30 September 2013

€000

(Audited)

twelve months ended

31 March 2014

€000

Current income tax




Current income tax charge

(249)

(498)

(538)

Adjustments in respect of prior period

-

318

-


(249)

(180)

(538)

Deferred tax




Relating to origination and reversal of temporary differences

(2,366)

(536)

(1,564)

Income tax charge reported in the statement of comprehensive income

(2,615)

(716)

(2,102)

 

Deferred income tax liability


(Unaudited)

six months ended

30 September 2014

€000

(Unaudited)

six months ended

30 September 2013

€000

(Audited)

twelve months ended

31 March 2014

€000

Opening balance

4,200

2,636

2,636

Revaluation of investment properties and derivative financial instruments*

2,366

536

1,564

Balance as at period end

6,566

3,172

4,200

*     Movement refers to the revaluation of investment properties to fair value, the recognition of derivatives and adjustments for lease incentives (e.g. rent free periods).

 

Management does not recognise deferred tax assets in respect of revaluation losses as they may not be used to offset taxable profits elsewhere in the Group.

 

10. Earnings per share

The calculations of the basic, diluted and adjusted earnings per share are based on the following data:


(Unaudited)

six months ended

30 September 2014

€000

(Unaudited)

six months ended

30 September 2013

€000

(Audited)

twelve months ended

31 March 2014

€000

Earnings



 

Basic earnings

12,637

10,283

28,927

Diluted earnings

12,762

10,283

29,184


 


 

Adjusted

 

 

 

Basic earnings

12,637

10,283

28,927

Add back revaluation surplus, net of related tax

(9,212)

(4,679)

(21,171)

Add back change in fair value of derivative financial instruments

2,567

(81)

128

Add back non-recurring items

(49)

852

1,235

Add back (gain)/loss on sale of properties

(1,084)

336

1,687

Adjusted earnings

4,859

6,711

10,806

Number of shares




Weighted average number of ordinary shares for the purpose of basic earnings per share

520,244,292

328,708,966

395,758,526

Weighted average number of ordinary shares for the purpose of diluted earnings per share

541,077,625

349,542,300

416,591,859

Weighted average number of ordinary shares for the purpose of adjusted earnings per share

520,244,292

328,708,966

395,758,526

Basic earnings per share

2.43c

3.13c

7.31c

Diluted earnings per share

2.36c

2.98c

7.01c

Adjusted earnings per share

0.93c

2.04c

2.73c

The number of shares has been adjusted for the 4,919,284 shares held by the Company as Treasury Shares.

 

In addition to costs for the migration of the Company's tax domicile from Guernsey to the UK (€124k), land tax charges for prior years (€88k) and fees associated with refinancing (€14k), the non-recurring items include costs for shares issued under the long-term incentive scheme (€227k) and interest income received from prior years (€502k).

 

The Directors have chosen to disclose adjusted earnings per share in order to provide a better indication of the Group's underlying business performance; accordingly, it excludes the effect of non-recurring costs, deferred tax and revaluation surpluses and deficits on investment properties and derivative instruments.

 

11. Net assets per share


(Unaudited)

30 September 2014

€000

(Unaudited)

30 September 2013

€000

(Audited)

31 March 2014

€000

Net assets




Net assets for the purpose of assets per share (assets attributable to the equity holders of the Parent)

238,123

167,936

226,280

Deferred tax arising on revaluation of properties

6,566

3,172

4,200

Derivative financial instruments

2,228

116

(504)

Adjusted net assets attributable to equity holders of the Parent

246,917

171,224

229,976

Number of shares




Number of ordinary shares for the purpose of net assets per share

522,075,395

349,750,547

518,900,307

Net assets per share

45.61c

48.02c

43.61c

Adjusted net assets per share

47.30c

48.96c

44.32c

The number of shares has been adjusted for the 4,919,284 shares held by the Company as Treasury Shares.

 

12. Investment properties

A reconciliation of the valuation carried out by the external valuer to the carrying values shown in the statement of financial position is as follows:


(Unaudited)

30 September 2014

€000

(Unaudited)

30 September 2013

€000

(Audited)

31 March 2014

€000

Investment properties at market value

463,576

434,260

448,653

Adjustment in respect of lease incentives

(1,959)

(2,122)

(1,902)

Additional write-downs

(2,654)

(3,506)

(3,031)

Reclassified as investment properties held for sale

(2,097)

(7,720)

(2,633)

Balance as at period end

456,866

420,912

441,087

The fair value (market value) of the Group's investment properties at 30 September 2014 has been arrived at on the basis of a valuation carried out at that date by Cushman & Wakefield LLP (prior year: DTZ Zadelhoff Tie Leung GmbH), an independent valuer.

 

The value of each of the properties has been assessed in accordance with RICS Valuation Standards on the basis of market value. Market value was primarily derived using a ten year discounted cash flow model supported by comparable evidence. The discounted cash flow calculation is a valuation of rental income considering non‑recoverable costs and applying a discount rate for the current income risk over a ten year period. After ten years a determining residual value (exit scenario) is calculated. A cap rate is applied to the more uncertain future income, discounted to a present value. The weighted average lease duration was 2.4 years.

 

As a result of the level of judgement used in arriving at the market valuations, the amounts that may ultimately be realised in respect of any given property may differ from the valuations shown in the statement of financial position.

 

The movement on the valuation of the investment properties of market value as set out in the valuer's report is as follows:


(Unaudited)

30 September 2014

€000

(Unaudited)

30 September 2013

€000

(Audited)

31 March 2014

€000

Total investment properties at market value as per valuer's report as at 1 April

448,653

440,020

440,020

Additions and subsequent expenditure

4,699

1,752

4,325

Adjustment in respect of lease incentives

(57)

(9)

(230)

Disposals

(1,035)

(12,760)

(18,197)

Surplus on revaluation

11,578

5,215

22,735

Reclassified as other fixed assets

(33)

-

-

Excess Capex not included in revaluation

(229)

42

-

Total investment properties at market value as per valuer's report as at end of period

463,576

434,260

448,653

 


13. Investment properties held for sale


(Unaudited)

30 September 2014

€000

(Unaudited)

30 September 2013

€000

(Audited)

31 March 2014

€000

Berlin Gartenfeldstr. land

1,800

-

-

Cottbus site

297

297

297

Bremen-Brinkmann land

-

187

-

Bremen Doetlingerstr. site

-

-

2,150

Bonn-Siemensstr. land

-

186

186

Düsseldorf Wiesenstraße land

-

4,050

-

Bremen-Fabrikenufer site

-

3,000

-

Balance as at period end

2,097

7,720

2,633

 

In June 2014, the Company notarised the sale of one building and 27,321 sqm of land at the Berlin Gartenfeldstr. site for €2,205,000 and this deal was completed in November 2014.

 

On 22 March 2013, the Company reached an agreement to sell the property at the Cottbus site for €300,000. The site, which is a mixed-use site with office and storage space, is 63% occupied with current annual rent of €38,150 and net lettable area of 1,057 sqm. The transaction has been notarised and is expected to be completed within the current financial year.

 

14. Goodwill


(Unaudited)

30 September 2014

€000

(Unaudited)

30 September 2013

€000

(Audited)

31 March 2014

€000

Opening balance

3,738

3,738

3,738

Additions

-

-

-

Impairment

-

-

-

Closing balance

3,738

3,738

3,738

 

On 30 January 2012 a transaction was completed to internalise the Asset Management function and, as a result of the consideration given exceeding the net assets acquired, goodwill of €3,738,000 was recognised. Current business plans indicate that the balance is unimpaired.

 

15. Trade and other receivables


(Unaudited)

30 September 2014

€000

(Unaudited)

30 September 2013

€000

(Audited)

31 March 2014

€000

Trade receivables

1,240

1,609

4,545

Other receivables

6,473

7,030

6,833

Related party receivable

-

10

-

Balance as at period end

7,713

8,649

11,378

 

 

16. Cash and cash equivalents


(Unaudited)

30 September 2014

€000

(Unaudited)

30 September 2013

€000

(Audited)

31 March 2014

€000

Cash at banks and in hand

18,006

16,251

13,747

Balance as at period end

18,006

16,251

13,747

The fair value of cash is €18,005,609 (31 March 2014: €13,747,138).

 

As at 30 September 2014 €9,285,989 (31 March 2014: €6,734,622) of cash is held in blocked accounts. Of this €3,292,460 (31 March 2014: €3,032,188) relates to deposits received from tenants. An amount of €15,546 (31 March 2014: €15,546) is cash held in escrow as requested by a supplier and €116,278 (31 March 2014: €116,144) is held in a restricted account for office rent deposits. An amount of €5,837,877 (31 March 2014: €2,070,044) relates to amounts reserved for future bank loan interest and amortisation payments, pursuant to certain of the Group's banking facilities.

 

17. Trade and other payables


(Unaudited)

30 September 2014

€000

(Unaudited)

30 September 2013

€000

(Audited)

31 March 2014

€000

Trade payables

7,071

3,850

5,318

Accrued expenses

6,314

7,923

6,983

Accrued interest

1,811

738

707

Other payables

7,354

6,057

7,972

Balance as at period end

22,550

18,568

20,980

 

 

18. Interest-bearing loans and borrowings


Effective

interest rate

per cent

Maturity

(Unaudited)

30 September

 2014

€000

(Unaudited)

30 September

 2013

€000

(Audited)

31 March

2014

€000

Current






ABN AMRO






- floating rate facility

Floating

17 December 2013

-

40,986

-

Berlin Hannoversche Hypothekenbank AG






- floating rate facility

Floating

31 March 2014

-

149,391

-

Berlin Hannoversche Hypothekenbank AG / Deutsche Pfandbriefbank AG






- capped floating rate facility

Capped floating *

31 March 2019

1,150

-

1,150

- hedged floating rate facility

Hedged *

31 March 2019

1,150

-

1,150

Macquarie Bank Limited

 

 




- hedged floating rate facility

Hedged **

17 January 2017

543

517

529

- floating rate facility

Floating **

17 January 2017

169

195

183

- floating rate facility

Floating ***

17 January 2017

325

-

325

K-Bonds I






- fixed rate facility

6.00

31 July 2020

1,000

1,000

1,000

Capitalised finance charges on all loans



(1,616)

(729)

(1,524)




2,721

191,360

2,813

Non-current






Berlin Hannoversche Hypothekenbank AG / Deutsche Pfandbriefbank AG






- capped floating rate facility

Capped floating *

31 March 2019

55,775

-

56,350

- hedged floating rate facility

Hedged *

31 March 2019

55,775

-

56,350

Macquarie Bank Limited

 

 




- hedged floating rate facility

Hedged **

17 January 2017

19,457

19,483

19,471

- floating rate facility

Floating **

17 January 2017

6,075

7,365

6,728

- floating rate facility

Floating ***

17 January 2017

30,880

-

31,815

K-Bonds I






- fixed rate facility

4.00

31 July 2023

45,000

45,000

45,000

- fixed rate facility

6.00

31 July 2020

5,000

6,000

6,000

Convertible fixed rate facility

5.00

21 March 2018

5,000

5,000

5,000

Capitalised finance charges on all loans



(4,101)

(1,999)

(4,643)




218,861

80,849

222,071

Total



221,582

272,209

224,884

*    This facility is half floating and charged interest at 300 bps plus EURIBOR with a cap at 4.50%, and half hedged at a rate of 4.065%.

**  €20.0 million of this facility is charged interest at 600 bps plus 0.629% until 23 July 2016 by means of an interest rate swap. The remainder of the facility is charged interest at 6.0% plus EURIBOR.

***This facility is charged interest at 6.0% plus EURIBOR.

 

The Group has pledged 26 (31 March 2014: 26) investment properties to secure related interest-bearing debt facilities granted to the Group. The 26 (31 March 2014: 26) properties had a combined valuation of €444,939,121 as at 30 September 2014 (31 March 2014: €430,267,458).

 



 

18. Interest-bearing loans and borrowings (continued)

 

Berlin-Hannoversche Hypothekenbank AG

This facility had €226,500,000 drawn down, and was paid back in full on 31 March 2014.

 

Berlin Hannoversche Hypothekenbank AG / Deutsche Pfandbriefbank AG

On 31 March 2014, the Company entered into a facility agreement with Berlin‑Hannoversche Hypothekenbank AG and Deutsche  Pfandbriefbank AG for €115,000,000. The loan terminates on 31 March 2019. Amortisation was set at 2% p.a. for the first two years, 2.5% for the third year, and 3% thereafter, with the remainder due at the end of the fifth year. Half of the facility is charged interest at 3% plus three months' EURIBOR, and is capped at 4.5%; the other half has been hedged at a rate of 4.065% until 31 March 2019. This facility is secured over nine property assets and is subject to various covenants with which the Group has complied.

 

Macquarie Bank Limited

On 17 January 2013, the Company entered into a facility agreement with Macquarie Bank Limited for €28,500,000. The loan terminates on 17 January 2017. Amortisation was set at 2.5% p.a. for the first three years, with the remainder due at the end of the fourth year. The facility is subject to a cash sweep each quarter whereby Macquarie sweeps the rent collection accounts of the facilities' borrowers applying any excess towards the loan balance with immediate effect and without penalty.  €20.0m of the facility has been hedged at a rate of 6.629% until 23 July 2016 by way of an interest rate swap. The remainder of the facility is charged interest at 6% plus three months' EURIBOR. This facility is secured over five property assets and is subject to various covenants with which the Group has complied.

 

On 13 December 2013, the Company entered into a second facility agreement with Macquarie Bank Limited for €32,500,000. The loan terminates on 17 January 2017. Amortisation was set at 1% p.a. for the first three years, subject to meeting an agreed business plan, with the remainder due at the end of the fourth year. The business plan is tested quarterly in arrears and if the projected plan numbers are not achieved, Macquarie has the option to sweep the facilities' borrowers' rent collection accounts applying any excess towards the loan balance with immediate effect and without penalty. The facility is charged interest at 6% plus three months' EURIBOR. This facility is secured over nine property assets and is subject to various covenants with which the Group has complied.

 

K-Bonds

On 1 August 2013, the Company entered into a facility agreement with K-Bonds for €52,000,000. The loan consists of a senior tranche of €45,000,000 and a junior tranche of €7,000,000. The senior tranche has a fixed interest rate of 4% p.a. and is due in one sum on 31 July 2023. The junior tranche has a fixed interest rate of 6% and terminates on 31 July 2020. The junior tranche is amortised at €1,000,000 p.a. over a seven year period. This facility is secured over three properties and is subject to various covenants with which the Group has complied.

 

Convertible shareholder loan

On 22 March 2013, the Company issued €5 million convertible Loan Notes due in 2018 (the "Loan Notes"). The entire issue of €5 million was taken up by the Karoo Investment Fund S.C.A. SICAV-SIF and Karoo Investment Fund II S.C.A. SICAV-SIF, significant shareholders in Sirius. The Loan Notes were issued at par and carry a coupon rate of 5% p.a. The Loan Notes are convertible into ordinary shares of Sirius at the conversion price of €0.24 and can now be converted at any time. The majority of the proceeds from the issue of the Loan Notes were used to reduce debt levels, thereby facilitating the Group's refinancing completed earlier in 2014.

 



 

19. Financial instruments

Fair values

Set out below is a comparison by category of carrying amounts and fair values of all the Group's financial instruments that are carried in the financial statements:


(Unaudited)

30 September 2014


(Unaudited)

30 September 2013


(Audited)

31 March 2014

Carrying

amount

€000

Fair

value

€000


Carrying

amount

€000

Fair

value

€000


Carrying

amount

€000

Fair

value

€000

Financial assets









Cash

18,006

18,006

 

16,251

16,251

 

13,747

13,747

K-Bonds I Junior Debt

-

-

 

2,000

2,000

 

-

-

Trade receivables

1,240

1,240

 

1,609

1,609

 

4,545

4,545

Derivative financial instruments

165

165

 

-

-

 

678

678

Financial liabilities









Trade payables

7,071

7,071

 

3,850

3,850

 

5,318

5,318

Derivative financial instruments

2,228

2,228

 

116

116

 

174

174

Interest-bearing loans and borrowings:









Floating rate borrowings

37,449

37,449

 

197,937

197,937

 

39,051

39,051

Floating rate borrowings - hedged*

76,925

76,925

 

20,000

20,000

 

77,500

77,500

Floating rate borrowings - capped

56,925

56,925

 

-

-

 

57,500

57,500

Fixed rate borrowings

56,000

56,116

 

57,000

56,753

 

57,000

56,312

*     The Group holds interest rate swap contracts designed to manage the interest rate and liquidity risk of expected cash flows of borrowing for the Group's variable rate facilities with Macquarie Bank Limited and with  Berlin Hannoversche Hypothekenbank AG / Deutsche Pfandbriefbank AG. The swap contracts hedging the facilities with Macquarie Bank Limited mature on 23 July 2016.  The swap contracts as well as the cap contracts hedging the facility with Berlin Hannoversche Hypothekenbank AG / Deutsche Pfandbriefbank AG mature on 31 March 2019.

 

 

20. Issued share capital


Number of shares

Share capital €

Authorised



Ordinary shares of no par value

Unlimited

-

As at 30 September 2014

Unlimited

-

 


Number of shares

Share capital €

Issued and fully paid



Ordinary shares of no par value

 

 

Issued ordinary shares

327,800,000

-

Shares brought back and held in treasury

(25,576,824)

-

Issued Treasury Shares during the period

15,355,000

-

As at 31 March 2013

317,578,176

-

Issued ordinary shares

197,619,038

-

Issued Treasury Shares during the period

3,703,093

-

As at 31 March 2014

518,900,307

-

New shares issued

1,575,641

-

Issued Treasury Shares during the period

1,599,447

-

As at 30 September 2014

522,075,395

-

In June 2014, the Company announced a dividend of 0.30c per share with a record date of 25 July 2014 and payable on 29 August 2014.  The dividend was offered to shareholders in cash or scrip form. Accordingly, on 29 August 2014, the Company allotted and issued 1,575,641 ordinary shares at a reference price of €0.3445 to shareholders who elected to receive ordinary shares under the Scrip Dividend Programme as an alternative to the dividend. The new shares rank pari passu in all respects with previously existing issued shares of the Company including the right to receive all dividends and other distributions declared after admission and the right to vote at any general meeting.

 

The Company holds 4,919,284 of its own shares, which continue to be held as Treasury. No share buybacks were made in the period.

 



 

21. Dividends

In June 2014, the Company announced a dividend of 0.30c per share with a record date of 25 July 2014 and payable on 29 August 2014.  On the record date, 525,419,038 shares were in issue, of which 4,981,784 were held in treasury and 520,437,254 were entitled to participate in the dividend.  Holders of 180,938,053 shares elected to receive the dividend in ordinary shares under the Scrip Dividend Programme representing a dividend of €542,808, while holders of 339,499,201 shares opted for a cash dividend with a value of €1,018,501.  The total dividend was €1,561,309. 

In light of the incremental income, mainly arising as a result of the capital investment programme, as well as the ability to fund this programme from cash reserves and the cash generated from the disposal of non-income and low-income producing assets, the Board has decided it has the ability to increase the dividend to shareholders and has amended the dividend policy to pay out 65% of FFO (funds from operations, comprising recurring earnings after tax, adjusted for depreciation, amortisation of debt arrangement fees and other non-cash items) rather than the previously announced policy that referred to recurring earnings after tax.

In line with this policy, the Board has proposed to pay a dividend for the period ended 30 September 2014 of 0.77c per share, again providing the option of receiving scrip in lieu of the dividend.  The dividend per share was calculated as follows:


30 September 2014

30 September 2013


€million

€million

Reported PBT

15.3

11.0

Adjustments for:



Gain on Revaluation

(11.6)

(5.2)

(Profit)/Loss of Disposals

(1.1)

0.3

Non-Recurring (Revenue)/Costs*

(0.1)

0.9

Change in FV of Derivatives

2.6

(0.1)

Recurring PBT

5.1

6.9**

Adjustments for:



Depreciation

0.5

0.5

Amortisation of Financing Fees

0.8

0.5

Impact of Disposed Assets

-

(0.2)

Surrender premium

-

(1.7)

Current Taxes Incurred

(0.2)

(0.2)

Funds From Operations

6.2

5.9

Dividend Pool

4.0***


DPS

0.77 c


* Include the net effect of management LTIP rewards, costs for UK migration and gain resulting from ABN loan settlement.

** Recurring PBT €5.0m when adjusted for the surrender premium of €1.7m received last year and for disposals

*** Calculated as 65% of Funds From Operations

 

 

22. Capital commitments

As at 30 September 2014 the Group had contracted capital expenditure on existing properties of €2,150,502 (31 March 2014: €4,066,797) and commitments of €549,836 (31 March 2014: €355,776) derived from office rental contracts. These commitments have not yet been provided for in the balance sheet.


Corporate directory

 

Registered office

PO Box 119
Martello Court
Admiral Park
St. Peter Port
Guernsey GY1 3HB
Channel Islands

 

Registered number

Incorporated in Guernsey under The Companies (Guernsey) Laws, 2008, as amended, under number 46442

 

Company secretary and administrator

Intertrust Fund Services (Guernsey) Limited

PO Box 119
Martello Court
Admiral Park
St. Peter Port
Guernsey GY1 3HB
Channel Islands

 

UK solicitors

Norton Rose LLP

3 More London Riverside
London SE1 2AQ

 

Financial PR

Novella Communications

19 Buckingham Gate
London SW1E 6LB

 

Nominated adviser and joint broker

Peel Hunt LLP

120 London Wall
London EC2Y 5ET

 

Joint broker

finnCap

60 New Broad Street
London EC2M 1JJ

 

Property valuers

Cushman & Wakefield LLP

Rathenauplatz 1
60313 Frankfurt am Main
Germany

 


Independent Auditors

KPMG Channel Islands Limited

Glategny Court

Glategny Esplanade

St Peter Port

Guernsey, GY1 4AN
Channel Islands

 

Guernsey Legal Advisors

Carey Olsen

PO Box 98
7 New Street
St. Peter Port
Guernsey GY1 4BZ
Channel Islands

 


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