Results for the year ended 31 March 2024

Sirius Real Estate Limited
03 June 2024
 

SIRIUS REAL ESTATE LIMITED

(Incorporated in Guernsey)

Company Number: 46442

JSE Share Code: SRE

LSE (GBP) Share Code: SRE

LEI: 213800NURUF5W8QSK566

ISIN Code: GG00B1W3VF54

 

3 June 2024

Sirius Real Estate Limited

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

 

Results for the year ended 31 March 2024

 

Continued sustainable FFO growth with strong operational performance driving tenth year of increasing dividends

 

Sirius Real Estate, the leading owner and operator of branded business and industrial parks providing conventional space and flexible workspace in Germany and the UK, announces its consolidated financial results for the year to 31 March 2024.

 

Operating platform continues to drive rental and FFO growth

·      7.9% increase in Funds from Operations ("FFO") to €110.2m (2023: €102.1m and a 14.6% increase in adjusted profit before tax to €110.0m (2023: €96.0m).

·      7.2%* like for like rent roll growth to €188.7m* (2023: €176.0m*) driven by continued strong organic growth and occupier demand in Germany and the UK

·      Profit before tax increased 32.4% to €115.2m (2023: €87.0m) primarily as a result of €12.4m valuation gain in 2024 compared to a €9.8m deficit in the previous financial year.

·      2.4% increase in FFO per share to 8.95c  (2023: 8.74c)

·      8.7% increase of EPRA EPS to 8.21c (2023: 7.55c)

 

Sustainable FFO growth supports 20th progressive dividend payout

·     Progressive H2 dividend of 3.05c per share (2023: 2.98c per share), amounting to a 6.5% uplift in the total dividend for the financial year to 6.05c (2023: 5.68c)

 

Income driven valuation gains

·      Investment properties valued** at €2,210.6m (2023: €2,123.0m)

·      €12.4m net portfolio valuation increase in spite of valuation yield expansion

·      Portfolio gross yield of 7.5% in Germany (2023: 7.3%) with a net yield of 6.8% (2023: 6.5%) alongside a 14.1% gross yield (2023: 13.2%) and a net yield of 9.9% (2023: 9.3%) in the UK, on a like for like basis

·      EPRA NTA per share increasing by 1.6% to 109.82c (2023: 108.11c) demonstrating the resilience of the portfolio

·      Adjusted NAV per share increased by 1.8% to 111.12c (2023: 109.21c)

 

Significant market opportunity captured with €157.8m of acquisitions and €59.7m of disposals, at a premium to book value, supported by €165.3m equity raise

·      Net of costs, the Company notarised or completed six UK acquisitions amounting to £90.0m (€104.2m) contributing an annualised NOI of £8.7m (€10.1m) at an average gross yield of 9.5% and 81.1% occupancy. In Germany, the Company notarised or completed €53.6m of acquisitions across three transactions at an average gross yield of 10.2% and 91% occupancy, fuelling future rental growth

·     €56.2m of disposals in Germany with annualised NOI of €3.4m and limited further growth opportunity completed across three transactions and one £3.0m (€3.5m) disposal in the UK with an annualised NOI of £0.2m (€0.2m), all at premium to book value

 

Strong balance sheet with capacity for acquisitions and only 2.9% of total debt expiring within next 2 years

·      Cash at bank of €214.5m, providing capacity for further acquisitions and investment (2023: €99.2m)

·      33.9% net LTV (March 2023: 41.6%) and Net Debt to EBITDA of 5.6x

·      Successful issuance of €59.9m bonds post balance sheet, via a tap issue of its €300m 1.75% notes due in 2028

·    €170.0m facility with Berlin Hyp AG and €58.3m Deutsche Pfandbriefbank facility have been refinanced to 2030 at 4.26% and 4.25% respectively

 

Outlook

·      The Company is trading in line with management expectations in the new financial year

·     Sirius continues to assess further growth options in both Germany and the UK on an opportunistic basis, including recycling of mature assets and reinvesting in value-add opportunities

·      Organic growth opportunities remain strong in both markets

 

Commenting on the results, Andrew Coombs, Chief Executive Officer of Sirius Real Estate, said:

 

"Sirius has delivered another very positive set of annual results, with a strong operational performance driving FFO, valuation and dividend growth in what represents our tenth year of annualised rental growth above 5% and dividend increases. This is testament to our platform's ability to drive substantial organic growth, which is underpinned by continued occupier demand for our high-quality and affordable products despite macro headwinds.

 

"Following our oversubscribed equity fundraising of €165.3 million in November 2023, we have rapidly executed on our pipeline of attractive asset acquisitions in both Germany and the UK, taking advantage of market conditions with c. €160 million of assets bought in the past six months. At the same time, we have maintained a healthy net LTV ratio and have recycled capital with c. €60 million of disposals completed at a premium to book value, highlighting the business' ability to crystallise returns from our mature assets and to drive value where we see strategic market opportunities. 

 

"Looking ahead, our outlook remains positive: our active asset recycling programme, strong cash position and post balance sheet issuance of €59.9 million of debt means our balance sheet is in rude health. There remain many levers we can pull to unlock value and grow occupancy and rental income within our current portfolio through our successful asset management programme, and we remain well positioned to fuel our accretive pipeline, supporting our next phase of growth and deliver attractive returns for shareholders."

 

 

Notes:

*Group rent roll and rental income KPI's have been translated utilising a constant foreign currency exchange rate of GBP:EUR 1.1695, being the closing exchange rate as at 31 March 2024.

 

** Including leased investment properties

 

WEBCAST

There will be an in-person presentation for analysts/investors at 09:00 BST (10:00 CET/ SAST) today, hosted by Andrew Coombs, Chief Executive Officer, and Chris Bowman, Chief Financial Officer, at Berenberg's offices Located at 60 Threadneedle St, London, EC2R 8HP

 

There will also be a live webcast available, which can be accessed via the following link:

 

Webcast link:

https://stream.brrmedia.co.uk/broadcast/6613b3c40ca2a2be77897aff

For further information:

Sirius Real Estate

Andrew Coombs, CEO / Chris Bowman, CFO

+49 (0) 30 285 010 110

 

FTI Consulting (Financial PR)

Richard Sunderland / Ellie Sweeney / James McEwan / Talia Shirion

+44 (0) 20 3727 1000

SiriusRealEstate@fticonsulting.com 

 

NOTES TO EDITORS

About Sirius Real Estate

Sirius is a property company listed on the main and premium market of the London Stock Exchange and the main board of the JSE Limited. It is a leading owner and operator of branded business and industrial parks providing conventional space and flexible workspace in Germany and the U.K. As of 30 September 2023, the Group's portfolio comprised 139 assets let to 9,248 tenants with a total book value of over €2 billion, generating a total annualised rent roll of €184.2 million. Sirius also holds a 35% stake in Titanium, its €350+ million German-focused joint venture with clients of AXA IM Alts.

 

The Company's strategy centres on acquiring business parks at attractive yields and integrating them into its network of sites - both under the Sirius and BizSpace names and alongside a range of branded products. The business then seeks to reconfigure and upgrade existing and vacant space to appeal to the local market via intensive asset management and investment and may then choose to refinance or dispose of assets selectively once they meet maturity, to release capital for new investment. This active approach allows the Company to generate attractive returns for shareholders through growing rental income, improving cost recoveries and capital values, and enhancing returns through securing efficient financing terms.

For more information, please visit: www.sirius-real-estate.com

Follow us on LinkedIn at https://www.linkedin.com/company/siriusrealestate/

Follow us on Twitter at @SiriusRE

 

LEI: 213800NURUF5W8QSK566

 

JSE Sponsor: PSG Capital

 

Chairman's Statement

Continued growth in challenging conditions

I am pleased to be writing this as part of my sixth Annual Report as Chairman, and doubly pleased to be able to share another year of strong financial and operational performance despite a backdrop of continuing macroeconomic and geopolitical volatility.

Sirius would like to thank shareholders for their continued support, highlighted by our €165.3m capital raise in November 2023 to enable the Company to take advantage of a pipeline of compelling opportunities both in Germany and in the UK. The Company has invested the capital raise proceeds in a range of assets in Germany and the UK which we are excited about the future prospects for, we believe such acquisitions will contribute to our growth in future years. In the UK, we have acquired our largest asset since acquiring BizSpace in November 2021, the £50.1m (€58.6m) Vantage Point business park in Gloucestershire, UK. We believe further compelling acquisition opportunities will arise in the coming year.

The asset recycling programme continued on pace, with the Company recycling €60 million of non-core or mature assets in the period, demonstrating the power of our operating platform to transform these assets into attractive sale opportunities.

As the Group sets its sights on our next FFO milestone of €150m, the Group continues to deliver on its ambition by capturing rent roll growth in both Germany and the United Kingdom whilst maintaining a robust balance sheet. The Board has authorised a progressive dividend of 3.05c per share for the second half of the financial year, increasing on the 2.98c per share dividend for the equivalent period in the prior year. This brings the total dividend for the year to 6.05c, an increase of 6.5% on the 5.68c dividend for the year ended 31 March 2023.

Our sustainability agenda

We are proud of the progress we continue to make in our work to build a sustainable future. Challenges remain in our sector and our Chief Executive Officer, Andrew Coombs, continues to be responsible for chairing the Sirius Real Estate Sustainability and Ethics Committee. We are also pleased to have launched a dedicated team, based in Berlin to work with our Chief Impact Officer, Kremena Wissel as additional operational resource, to help manage and execute our sustainability agenda across the Group. We have set out in our ESG report a roadmap for the future and look forward to updating shareholders on our progress in this area.

Looking ahead

There are a number of headwinds on the horizon that will challenge Sirius in the coming years, most notably the higher interest rate environment, continuing broader geopolitical uncertainty and the uncertainty over German and UK future economic growth. We remain alert in assessing these risks, and the impact they will have on our business, and take confidence from our strong track record of adapting and thriving in the face of other significant external challenges in recent years.

Overall, we are confident that the strength of our operating platform, balance sheet, our experienced management team and our long-term strategic view will enable our business to continue its growth journey in the years ahead. Sirius is well run and adaptive and continues to be a highly investible proposition.

Thank you

On behalf of the Board, I would like to express my gratitude to everyone across Sirius for their contributions to our successes in this financial year. I look forward to the coming financial year with confidence in our team, our business model and our ambition as we build on our strong foundations.

Daniel Kitchen

Chairman

31 May 2024

 

Asset management review

 

Introduction

After a period of modest investment activity in the prior year in which the Company focused almost entirely on organic growth, the Company returned to acquisitive growth after its oversubscribed equity fundraising of €165.3m in November 2023. €157.8m of assets (excluding acquisition costs) have been notarised or acquired since the capital raise, capturing buying opportunity in the market. In addition to filling its acquisition pipeline, the Company has been successful in recycling some of its mature or non-core assets at or above book value in the period.

The rent roll growth achieved demonstrates that even with the Company's acquisition activity it has the management bandwidth to also deliver strong organic growth, focused on capturing rate, occupancy and targeted capex. Success has been achieved on all fronts with substantial like-for-like rental income increases in both the UK and Germany, as well as total shareholder returns including NAV growth, which has seen modest improvement over the previous period. Through its extensive asset management activities, opportunistic acquisitions and continued success in its asset recycling, the Company maintains a solid foundation to provide excellent risk-adjusted returns for its stakeholders. 

 

Asset Management - Group Highlights

 

Key Highlights:

 

Metric

31 March 2024

31 March 2023

Variance

Variance  %

Total annualised rent roll* (€ m)

194.7

179.9

14.8

8.2

Like-for-like annualised rent roll* (€ m)

188.7

176.0

12.7

7.2

Average rate (€) per sqm*

8.82

8.18

0.64

7.8

Average rate (€) per sqm like for like*

8.68

8.25

0.43

5.2

Total occupancy (%)

85.5

83.9

1.6

1.9

Like for like occupancy (%)

85.5

83.9

1.6

1.9

Cash in bank (€ m)

214.5

99.2

115.3

116.2

Cash collection (%)

98.2

98.6

(0.4)

(0.4)

*The Company has chosen to disclose certain Group rental income figures utilising a constant foreign currency exchange rate of GBP:EUR 1.1695, being the closing exchange rate as at 31 March 2024.

 

Platform drives occupancy growth across both markets

A key focus over the past twelve months has been to drive occupancy across both markets, with success noted in both Germany and the UK, albeit with Germany improving slightly better than the UK. Rates continued to capture inflation; however, due to inflation falling significantly off its recent highs, this increase has been less pronounced than in the prior period. Nevertheless, like-for-like annualised rent roll increased by 7.1% (31 March 2023: 7.3%) in Germany and 7.5% (31 March 2023: 8.7%) in the UK, which blends to 7.2*% (31 March 2023: 7.7*%) at Group level. This represents the tenth consecutive year of like-for-like rent roll growth in excess of 5%. These increases were supported by the Group growing its like-for-like occupancy by 1.6% to 85.5% (31 March 2023: 83.9%).

Cash collection across the Group remained robust at 98.2% (31 March 2023: 98.6%), with cash on hand at the end of the year of €214.5m. The Company repaid debt of €20m in the year, resulting in a total debt balance of €955.3m and a net LTV of 33.9%, ensuring the Company is well within its 40% net LTV target. With a weighted average debt expiry of four years, the Company remains poised to capture further opportunity from its cash on hand but also from the vacancy within its existing portfolio.

 

Asset Management - Germany

 

Key Highlights:

 

Metric

31 March 2024

31 March 2023

Variance

Variance %

Total annualised rent roll (€ m)

129.7

123.1

6.6

5.4

Like-for-like annualised rent roll (€ m)

128.0

119.5

8.5

7.1

Average rate (€) per sqm

7.24

6.86

0.38

5.5

Average rate (€) per sqm like for like

7.23

6.90

0.33

4.8

Total occupancy (%)

85.2

83.4

1.9

2.2

Like for like occupancy (%)

85.2

83.3

1.9

2.3

Cash collection (%)

98.0

98.4

(0.4)

(0.4)

 

Lettings and rental growth

The German portfolio recorded a like-for-like increase in its annualised rent roll of 7.1% to €128.0m (31 March 2023: €119.5m) whilst the total annualised rent roll increased in the year end by 5.4% to €129.7m (31 March 2023: €123.1m).  Of this growth, €8.5m related to organic growth, €3.6m was lost from disposals and €1.7m represented the impact from acquisitions.

The €8.5m organic growth was made up of €4.2m coming from uplifts from existing tenants, either through contractual lease indexation or increases upon renewal, as well as €4.3m from the net of move-ins over move-outs, an increase of €2.4m over the prior period.  The latter can be further broken down into move-outs of 137,992 sqm that were generating €13.6m of annualised rent roll at an average rate of €8.20 per sqm being offset by move-ins of 169,176 sqm generating €17.9m of annualised rent roll at an average rate of €8.81 per sqm.  The combination of the above has resulted in like-for-like rate per sqm increasing by 4.8% to €7.23 (31 March 2023: €6.90), demonstrating the ability of the Company's operating platform to manage the product mix and occupancy carefully alongside rates, to optimise the returns from our lettable space.

Through the Company's continued investment in its sub-optimal vacant space through its capex investment programme and its ability to let this space, like-for-like occupancy in Germany has increased by 1.9% to 85.2% (31 March 2023: 83.3%).

The movement in annualised rent roll is illustrated in the table below:

 

 

€m

Annualised rent roll 31 March 2023

123.1

Move-outs

(13.6)

Move-ins

17.9

Contracted uplifts

4.2

Disposals

(3.6)

Acquisitions

1.7

Annualised rent roll 31 March 2024

129.7

 

 

The ability to organically grow and generate net positive move-ins at higher rates is supported by the Company's in-house marketing platform, which permits the Company to strategically target the markets in which it operates and react to changing market dynamics rapidly. Enquires for the year of 15,880 were comparable to the 15,412 generated in the period ended 31 March 2023. These enquiries were converted at a rate of 14% (31 March 2023: 12%) to 164,629 sqm in sales, which has been a consistent year-on-year performance across the German portfolio.

The ability to sell space is key to success, yet tenant retention is also a major contributing factor to maintaining strong rent roll performance. The Company notes large move-outs in the normal course of business, yet the retention rate has improved to 79% (31 March 2023: 75%). Overall, the continued positive performance in marketing, lettings and renewals provides a clear demonstration of the ability of the Company to grow against the backdrop of evolving market dynamics, which included the ongoing conflict in Ukraine, the energy crisis in Germany and resulting inflationary pressures, which have eased off their peaks back to more manageable levels.

Cash collection

The Company continued its trend of strong cash collection performance in the period. Sirius is very focused on cash collection and the advantage of its substantial operating platform is very evident here. The experienced cash collection team, combined with the on-site staff who have established strong relationships with our top tenants, has been key to keeping cash collection rates steady at 98.0% (31 March 2023: 98.4%), even though total billings (net of VAT) increased by 7.5% to €196.3m from €182.6m in 31 March 2023.  This demonstrates the resilience of Sirius' tenant base and strength of the Company's cash collection initiatives.

As at year end, uncollected debt amounted to €3.9m (31 March 2023: 2.9m) which mainly related to recently billed service charge and repair and maintenance balancing for prior years.  The outstanding rent and service charge prepayments were €3.1m and €0.8m respectively. During the period, the Company wrote off €0.2m (31 March 2023: €0.1m). The Company expects to collect most of the outstanding debt for the period over the next twelve months through its regular debt collection activities.

Asset recycling

Recycling equity from mature assets into new value-add acquisitions has always been a significant part of the Sirius business model. It benefits the Company in many ways, including: a) proving that valuations can be crystallised; b) replenishing the growth opportunity within the vacancy and the capex investment programme; and c) being accretive to FFO per share (and therefore dividend per share), with a consequent contribution to NAV per share growth. This is an element of the Company's strategy which Sirius is able to execute effectively throughout the property cycle and this has been evidenced by the Company's continued asset recycling initiatives.

On the back of the equity raised in November 2023, the Company executed on an acquisition pipeline comprising three industrial assets in Germany in the first half of the 2024 calendar year, whilst also continuing its asset recycling programme with the sale of its principal Maintal I asset.

A summary of the acquisitions and disposals that completed or were notarised in the year is detailed in the table below:

Acquisitions

 

Date

Total

 Investment*

€m

Total

 acquired

sqm

Annualised

rental

income

€m

Annualised

NOI

€m

Occupancy

Gross yield*

Köln (Cologne)

Mar 24

21.5

19,114

1.7

1.6

89%

7.8%

Göppingen

Apr 24

21.4

35,132

1.8

1.5

87%

8.3%

Klipphausen

Apr 24

14.6

17,683

2.4

2.4

100%

16.4%

Total

 

57.5

71,929

5.9

5.5

91%

10.2%

*     Includes purchaser costs.

 

A summary of the opportunities and characteristics of each asset acquired in the period is detailed below.

·      The business park in Köln, Germany's fourth largest city, in Nord-Rhein Westphalia, comprises 19,114 sqm of principally light industrial space. The property has been acquired at a price of €20.0m (net of costs) and currently generates total rental income of €1.67m and an annualised net operating income of €1.56m, representing a gross yield at acquisition of 7.8% and an EPRA net initial yield of 7.3%. The site has an occupancy rate of just over 89%, with a weighted average unexpired lease term ("WAULT ") of 2.4 years and a well-diversified, stable tenant structure. The park offers a number of strong value-add opportunities to drive rental growth, including accessible under-renting which Sirius has identified. The Company is well established with its three additional parks in the area, expecting to leverage its deep market knowledge into the latest addition.

·      Göppingen, a city in the state of Baden-Württemberg, south-east of Stuttgart in southern Germany, is a multi-tenanted business park with a total lettable area of approximately 35,132 sqm comprised of 31,700 sqm of industrial space, 3,100 sqm of office space and 332 sqm of space defined as "other" which in aggregate will initially generate around €1.8m of annualised rental income at 87% occupancy. The acquisition has been notarised at €19.8m (net of costs) and generates an annualised net operating income of €1.5m, reflecting a gross yield of 8.3% and an EPRA net initial yield of 6.9%.  With occupancy at around 87% and a WAULT of 2.8 years, the property offers the opportunity for Sirius to use its platform to improve occupancy, income and service charge recovery. The Göppingen asset will be the tenth asset the Company owns in the desirable Stuttgart area.

·      Klipphausen, built in 2009 and located near Dresden, the capital of Saxony known as "Silicon Saxony", is a highly desirable economic micro-location. The Company expects to benefit from some operational synergies due to the proximity of the site to its existing Dresden assets.  The site has been purchased from a owner occupier who plans to vacate the building approximately six months after completion. The plan is to convert the site, which currently comprises approximately 17,700 sqm of modern primarily light industrial and production space, into a multi-tenanted business park. Sirius' asset management platform has identified multiple parties interested in leasing space at the site, which in aggregate are already in excess of the site's entire leasable area. Longer term, the plan is also to expand the park through the development of the adjacent 10,000 sqm land parcel which forms part of the acquisition.

In addition to the above, the Company purchased an adjacent building in its existing Dresden asset for €1.0m under its "Buy Your Neighbour" campaign, to strategically expand its existing footprint on the site.

The marketing and sales capabilities within the operating platform are part of several asset management disciplines that provide the Company with a significant competitive advantage over other owners of light industrial and business park assets in Germany. This allows Sirius to be more flexible with how it configures and offers its vacant space which should result in the Company being able to more easily fill up and transform these newly acquired sites and hence make the high returns at the asset level which underpins the Company's significant organic growth it generates each year.

 

 

Disposals

 

Date

Total

 sales price

€m

Total

 disposal

sqm

Annualised

rental

income

€m

Annualised

NOI

€m

Occupancy

Gross yield

Wuppertal

Apr 23

8.8

15,006

0.7

0.7

79%

8.0%

Kassel

Oct 23

7.3

8,341

0.5

0.4

92%

7.1%

Maintal I

Mar 24

40.1

37,851

2.4

2.3

83%

6.0%

Total

 

56.2

61,198

3.6

3.4

83%

6.4%

Over the last twelve months, the Group sold three assets in Germany for a total sales price of €56.2 m representing a 6.4% gross yield. The Maintal asset was sold at 6% above book value to a data centre developer whilst the Kassel and Wuppertal assets were sold at a premium to book value of 5%, at the time of notarisation. These disposals of mature and non-core assets a consistent premium to book value demonstrate the Company's ability to continue to recycle its assets well, underpinning the effectiveness of its business model.

Capex investment programmes

The Group's capex investment programme on the German assets has historically been focused on the transformation of poor-quality vacant space that is typically acquired at very low cost due to it being considered as structural vacancy by former owners. The transformation and take up of this space has not only resulted in significant income and valuation improvements for the Company but have also yielded significant improvements in service charge cost recovery and therefore further increased net operating income. The programme started in 2015 and to date 445,864 sqm of space has been fully transformed for an investment of €70.9m. As at 31 March 2024, this space was generating €29.4m in annualised rent roll (at 73% occupancy). This transformed space has also been a major contributor towards the large valuation increases seen on the portfolio over the last eight years.

In addition to the space that has been completed and let or is currently being marketed, a total of approximately 19,773 sqm of space is either in progress of being transformed or is awaiting approval to commence transformation. A further €4.6m is expected to be invested into this space, and, based on achieving budgeted occupancy, is expected to generate incremental annualised rent roll in the region of €1.9m.

The details of the capex investment programme on this vacant space is detailed below:

 

 

Combined capex programmes

Sqm

Investment

budgeted

€m

Actual

spend

€m

Annualised

rent roll *

increase

budgeted

€m

Annualised

rent roll *

increase

achieved to

March 2024

€m

Occupancy

budgeted

%

Occupancy

achieved to

March 2024

%

Rate

per sqm

budgeted

Rate

per sqm

achieved to

March 2024

Completed

445,864

76.5

70.9

24.4

29.4

82%

73%

5.59

7.56

In progress**

998

0.0

0.0

0.1

-

100%

-

7.50

-

To commence in the next financial year

18,775

4.6

-

1.7

-

84%

-

8.91

-

Total

465,636

81.1

70.9

26.2

29.4

82%

73%

5.73

-

 

*     See the Glossary section of the Annual Report and Accounts 2024.

**    As at 31 March 2024 one project in process which has been 100% recharged to tenant.

 

In addition to the capex investment programme on acquired "structural" vacant space, Sirius continually identifies and looks for opportunities to upgrade the space that is vacated each year as a result of move-outs. Within the existing vacancy at 31 March 2024, the Company has identified approximately 38,214 sqm of recently vacated space that has potential to be significantly upgraded before it is re-let. This space will require an investment of approximately €7.5m and has an estimated rental value of €3.3m when fully re-let. Upgrading this vacated space allows the Company to enhance the reversionary potential of the portfolio whilst significantly improving the quality, desirability and hence value of not only the space that is invested into but the whole site.

The analysis below details the sub-optimal space and vacancy at 31 March 2024 and highlights the opportunity from developing this space.

Vacancy analysis - March 2024

 

Total space (sqm)

1,751,598

Occupied space (sqm)

1,493,056

Vacant space (sqm)

258,543

Occupancy

85%

 

 

% of total

space

Sqm

Capex

investment

€m

ERV *

(post investment)

Structural vacancy

2%

43,354

-

-

Capex investment programme

1%

19,773

(4.6)

1.8

Recently vacated space

2%

38,214

(7.5)

3.3

Total space subject to investment

3%

57,987

(12.1)

5.1

Lettable vacancy:





Smartspace vacancy

2%

32,953

-

3.8

Other vacancy

7%

124,249

(1.7)

8.8

Total lettable space

9%

157,202

(1.7)

12.6

Total vacancy

15%

258,543

(13.8)

17.7

 

*     See the Glossary section of the Annual Report and Accounts 2024.

 

The German portfolio's headline 85% occupancy rate means that in total 258,543 sqm of space is vacant as at 31 March 2024. When excluding the vacancy which is subject to investment (3% of total space), and the structural vacancy which is not economically viable to develop (2% of total space), the Company's occupancy rate based on space that is readily lettable is approximately 90%.

Whilst the capex investment programmes are a key part of Sirius' strategy, they represent one of several ways in which the Company can organically grow income and capital values. A wide range of asset management capabilities including the capturing of contractual rent increases (especially whilst inflation is high), uplifts on renewals and the re-letting of space at higher rates are also expected to contribute to the Company's annualised rent roll growth going forward.

Whilst the Company will continue to look to asset recycling to replenish the vacancy which is let up after transformation, the Company maintains a risk-adjusted strategy and expects to continue to hold a significant amount of core mature assets in order to maintain a balanced portfolio that provides a combination of stable, long-term financeable income with value-add assets with growth potential.

Well-diversified income and tenant base

Against the backdrop of continued market disruption, be it ongoing geopolitical conflict or sticky inflationary environment, the importance of a well-diversified tenant base and wide range of products is evident. Sirius' portfolio includes production, storage and out of town office space that caters to multiple uses and a range of sizes and types of tenants. The Company's business model is underpinned by its tenant mix which provides stability through its large, long-term anchor tenants and opportunity through the SME and flexible individual tenants.

The Group's large anchor tenants are typically multinational corporations occupying production, storage and related office space whereas the SMEs and individual tenants occupy space on both a conventional and a flexible basis including space marketed under the Company's popular Smartspace brand which provides tenants with a fixed cost and maximum flexibility. The Company's wide range of diverse tenants results in not having to rely on a single tenant, with its largest single tenant contributes 2.1% of total annualised rent roll whilst 7.9% of its annualised rent roll comes from stable Government tenants.

SMEs in Germany, the Mittelstand, are typically defined as companies with revenues of up to €50.0m and up to 500 employees. This demographic remains a key target group due to its significant contribution to Germany's economy as a whole, and is a key contributor to the Company's rent roll. The wide range of tenants that the Sirius marketing and sales team is able to attract is a key competitive advantage for the Company and results in a significantly de-risked business model when compared to other owners of multi-tenanted light industrial and business park assets.

The table below illustrates the diverse nature of tenant mix within the Sirius portfolio at the end of the reporting period:

 

No. of

tenants as at

31 March 2024

Occupied

sqm

% of

occupied sqm

Annualised

rent roll *

€m

% of total

annualised

rent roll *

%

Rate

per sqm

Top 50 anchor tenants(1)

50

676,802

45%

49,422

38%

6.09

Smartspace SME tenants(2)

3,007

74,076

5%

8,697

7%

9.78

Other SME tenants(3)

2,858

742,178

50%

71,593

55%

8.04

Total

5,915

1,493,056

100%

129,712

100%

7.24

 

(1)   Mainly large national/international private and public tenants.

(2)   Mainly small and medium-sized private and public tenants.

(3)   Mainly small and medium-sized private and individual tenants.

*     See the Glossary section of the Annual Report and Accounts 2024.

 

Smartspace and First Choice

Sirius' Smartspace products are designed with flexibility in mind, allowing tenants to benefit from a fixed cost which continues to be desirable even in challenging market conditions. The majority of Smartspace has been developed from space that is either sub-optimal or considered to be structurally void by most light industrial real estate operators. Following conversion, the area is transformed into space that can be let at significantly higher rents than the rest of the business park and, as a result, is highly accretive to both income and value. The Company was able to add 4,400 sqm of Smartspace offering from 101,277 sqm in the prior year (reduced by the disposals) to 105,677 sqm which is an increase of more than 4%. Total Smartspace occupancy increased to 70% (31 March 2023: 65%), which led to 4.2% increase of the annualised Smartspace rent roll.

The most significant growth occurred in the Smartspace storage product. The Company's market research through its marketing and sales platforms indicated strong demand in this sector and Sirius was able to act accordingly to capture some of this. The addition of 3,383 sqm of Smartspace storage helped grow this product line's rental income contribution by €0.3m.

Additionally a further 3,125 sqm of Smartspace office space were created in the period which contributed to rental growth of €0.3m.

The total amount of Smartspace in the portfolio at the year-end was 105,677 sqm (31 March 2023: 107,396 sqm), generating €8.7m (31 March 2023: €8.4m) of annualised rent roll which equates to 6.7% of the Company's total annualised rent roll. Average rate per sqm decreased by 1.4% from €9.92 per sqm to €9.78 per sqm, reflecting the addition of the storage space which is typically lower yielding than office.

The table below illustrates the contribution of each of the Smartspace products:

 

 

Smartspace product type

Total sqm

Occupied sqm

Occupancy

%

Annualised

rent roll *

(excl. service

charge)

m€

% of total

Smartspace

annualised

rent roll *

%

Rate *

per sqm

(excl. service

charge)

First Choice office*

7,107

4,290

60%

1.1

12%

21.32

SMSP office

37,790

25,671

68%

3.1

36%

10.08

SMSP workbox

5,972

5,236

88%

0.4

5%

6.89

SMSP storage

53,713

38,642

72%

3.7

43%

7.97

SMSP container

-

-

-

0.3

3%

n/a

SMSP subtotal

104,582

73,839

71%

8.6

99%

9.78

SMSP FlexiLager

1,096

237

22%

0.1

1%

12.07

SMSP total

105,678

74,076

70%

8.7

100%

9.78

 

*     See the Glossary section of the Annual Report and Accounts 2024.

 

 

Asset management review - UK

 

Active asset management

 

Metric

31 March 2024

31 March 2023

Variance

Variance %

Total annualised rent roll (£ m)

55.6

48.5

7.1

14.6

Like-for-like annualised rent roll (£ m)

51.9

48.2

3.7

7.7

Average rate (£) per sq ft

14.86

13.39

1.47

11.0

Average rate (£) per sq ft like for like

14.39

13.49

0.90

6.7

Total occupancy (%)

86.6

86.5

0.1

0.1

Like-for-like occupancy (%)

87.0

86.4

0.6

0.7

Cash collection (%)

98.8

99.3

(0.5)

(0.5)

 

Lettings and rental growth

The UK recorded a like-for-like increase in its annualised rent roll of 7.7% to £51.9m (31 March 2023: £48.2m), equating in euro terms to €60.0m (31 March 2023: €54.9m) . The total annualised rent roll increase in the year was £7.1m (€8.2m), with £4.0m (€4.6m) organic growth offset by asset disposals totalling £0.3m (€0.4m) and net move-outs of £0.3m (€0.4m). Acquisitions accounted for £3.7m (€4.4m) of rent roll uplift in the period.

Like-for-like average rate per sq ft increased by 6.7% to £14.39 (31 March 2023: £13.49), equating to an increase in euro terms to €15.10 per sqm (31 March 2023: €13.76 per sqm), reflecting management's ability to capture rental growth in the current inflationary environment. Through its asset management initiatives, the Company was able to grow not only its like-for-like rental growth in the period, but also noted a modest improvement in its like-for-like occupancy, contributing positively to its top-line growth. 

The increase in annualised rent roll over the period can be broken down into move-ins of 921,825 sq ft (85,640 sqm) that were generating £16.4 million (€19.0m) of annualised rent roll at an average rate of £17.80 per sq ft (€18.49 per sqm), being offset by move-outs of 895,428 sq ft (83,187 sqm) generating £16.8m (€19.4m) of annualised rent roll at an average rate of £18.72 per sq ft (€19.45 per sqm). The lower move-in rate is predominantly driven by re-lets of office space at a lower rate to drive occupancy. Additionally, rental uplifts on existing tenants added a further £4.0m (€4.4m) to the annualised rent roll during the period. Furthermore, the disposal of one property during the period accounted for a £0.3m (€0.3m) reduction in annualised rent roll. As mentioned below in the asset recycling overview, one asset was disposed of during the period which accounted for a £0.3 m (€0.4m) reduction in annualised rent roll.

 

The movement in annualised rent roll is illustrated in the table below:

 

£m

Annualised rent roll 31 March 2023

48.5

Move-outs

(16.8)

Move-ins

16.5

Contracted uplifts

4.0

Disposals

(0.3)

Acquisitions

3.7

Annualised rent roll 31 March 2024

55.6

 

Despite a challenging market, driven by market uncertainty over inflation, the UK operating platform generated a healthy number of enquiries for the year, totalling 17,108 for the period (31 March 2023: 15,511), signing 1,165 deals (31 March 2023: 963) totalling 586,773 sq ft (54,513 sqm) (31 March 2023: 420,647 sq ft (39,079 sqm)) with an average deal per sqm of 504 sq ft (47 sqm) (31 March 2023: 437 sq ft (40 sqm)). These developments have made a positive impact on rental growth and contributed to the Company's occupancy growth in the year.  During the second half of the year the Company averaged over 90 deals per month during the year at a sales conversion rate of 6.8% which has seen an improvement from 6.2% in the previous period.

Cash collection

Cash collection rates marginally reduced to 98.8% (31 March 2023: 99.3%) as total billings increased by 9.9% year on year. The 98.8% cash collection rate can be analysed as total net of VAT billing amounting to £53.1m (€61.6m), total uncollected debt at year end amounting to £0.6 m (€0.7m) with negligible write-offs during the period, comparing to net of VAT billings of £48.3m (€56.0m) and uncollected debt of £0.3m (€0.4m) with negligible write offs in the prior comparative period. There are no deferred payment plans in place and the Company expects to collect the majority of the outstanding debt at year end through its regular debt collection activities.

Asset recycling

Similar to Germany, the Company realised its identified pipeline of targets through the acquisition of five assets in the period, with its major Gloucestershire acquisition notarised in the second half of the year, completing in April 2024 and the disposal of one non-core asset in Stoke.

A summary of the acquisitions and disposals that completed or were notarised in the year is detailed in the table below:

Acquisitions

 

Date

Total

 investment

£m

Total

 acquired

sq ft

Annualised

rental

income

£m

Annualised

NOI

£m

Occupancy

Gross yield*

Liverpool and Barnsley

Oct 23

10.1

71,957

 1.3

1.0

99.3%

12.4%

Islington and Camden

Nov 23

35.7

103,962

 2.8

2.6

69.8%

7.8%

Vantage Point**

Apr 24

50.1

1,464,664

 5.1

5.1

81.0%

10.2%

Total

 

95.6

1,640,583

 9.2

8.7

81.1%

9.5%

 

*     Includes purchaser costs.

**    Completed 5 April 2024

 

A summary of the opportunities and characteristics of each asset acquired in the period is detailed below.

·      The Liverpool and Barnsley acquisition of £10.1m (€11.7m), which completed on 2 October 2023, comprised two mixed-use industrial assets with a combined area of 71,957 sq ft (6,685 sqm) of predominantly workshop space. The purchase price represented a NIY of 9.6% (total acquisition costs).

·      The £35.7m (€41.2m) purchase of three multi-let studio sites (Islington, Spectrum House and Finsbury Park) located in Islington and Camden in North London represents a 7.3% net initial yield after costs. The assets, with a combined area of 103,962 sq ft (9,658 sqm) are just under 70% let, providing opportunity for the Company to implement its asset management initiatives.

·      The Vantage Point Business Park in Gloucestershire is situated in a highly desirable location on the edge of The Forest of Dean, and close to a number of major cities including Bristol to the South, Gloucester to the East and Cardiff to the Southwest, and the park benefits from good transport networks and connectivity to the national motorway network via the A40 and M50. The 60-acre (136,071 sqm) business park at Mitcheldean was renowned first for manufacturing Rank projection equipment then as Rank Xerox's manufacturing hub between 1961 and 2003. It is 81% occupied and offers a mixture of warehouse, production, storage, conventional and serviced office space to over 70 companies across 119 units. Sirius has identified a number of opportunities to drive value by utilising its asset management platform to improve occupancy, income and service charge recovery. Proximity to other Sirius sites, including Gloucester Barnwood and Gloucester Morelands, will enable the Company to leverage operational synergies alongside its local market expertise.

 

Disposals

 

Date

Total

 sales price

£m

Total

 disposal

sq ft

Annualised

rental

income

£m

Annualised

NOI

£m

Occupancy

Gross yield*

Stoke

Mar 24

3.0

55,097

0.3

0.2

79.7%

9.1%

Total

 

3.0

55,097

0.3

0.2

79.7%

9.1%

*     Calculated on net purchase price.

The asset, which comprises just over 55,097 sq ft (c. 5,118 sqm) of industrial space, was sold at a 1% premium to the last reported book value and was deemed non-core to the business going forward.

 

Site Investment

BizSpace has historically invested in its sites in order to maintain and upgrade its spaces which allows it to adapt to changes in tenant demand. In the period under review, the Company invested a total of £9.6m (€11.1m) (31 March 2023: £4.8m (€5.6m)) into its sites focused primarily on improving the condition of spaces to drive occupancy and price. The Company expects to identify further opportunities to invest into its assets in the new financial year whilst continuing to progress its ESG-related investment in order to align itself with the wider Group.

Well-diversified income and tenant base

BizSpace's portfolio includes light industrial, studio, out of town office space and storage that caters to multiple usages and a range of sizes and types of tenants. As a result, the Company's business model is underpinned by a well-diversified tenant base.

The Company's top 100 tenants, which are typically large corporates, account for 21.2% of the annualised rent roll with the next 900 tenants accounting for 44.8% of annualised rent roll. The remaining 34.0% of annualised rent roll relates to nearly 3,000 SME and micro-SME tenants which occupy 39.6% of the overall estate.

The table below illustrates the diverse nature of tenant mix within the Sirius portfolio at the end of the reporting period:

 

No. of

tenants as at

31 March 2022

Occupied

Sq ft m

% of

occupied sq ft

Annualised

rent roll 

£m

% of total

annualised

rent roll 

Rate

per sq ft £

Top 100 tenants

100

0.8

21.7%

11.8

21.2%

 14.31

Next 900

900

1.8

48.6%

24.9

44.8%

 13.75

Remaining SME

2,739

1.1

29.7%

18.9

34.0%

 17.08

Total

3,739

3.7

100.0%

55.6

100.0%

 14.86

 

SMEs in the UK are typically defined as companies with revenues of up to £50.0m and up to 250 employees. The Company's internal operating platform and product offering have a strong track record of attracting and retaining tenants in this segment of the market which is expected to continue to grow as a result of structural trends impacting the UK market.

 

Financial review    

 

Continued sustainable FFO growth

 

Chris Bowman

Chief Financial Officer

 

"Sirius is pleased with the continued support from its shareholders as demonstrated in the recent €165.3m equity raise to fuel an accretive pipeline to position the Company for its next phase of growth."

 

Continued FFO growth

Sirius recorded FFO of €110.2m which represents a 7.9% increase over the €102.1m FFO reported last year. The Group has benefited from continued substantial organic growth and excellent asset recycling despite facing headwinds in the form of increasing interest rates and utility costs as well as the challenging markets which are continuing to be affected by instability from the Ukraine conflict and the cost of living crisis in both Germany and the UK. The main driver of organic growth was the 7.2%(1) increase in like-for-like rent roll which underpinned the 8.2%(1) total rent roll growth when incorporating the effect of asset recycling and acquisitions.

Trading performance and earnings

The Company has reported a profit before tax in the year ended 31 March 2024 of €115.2m (31 March 2023: €87.0m), representing an increase of 32.4% from the prior year. This increase in profit is mainly due to the FFO growth mentioned above including a net valuation gain of €12.4m (€50.1m valuation gain less €37.7m capex) being reported in the period, whereas in the prior year a net valuation deficit of €7.7m (€21.4 m valuation increase less €29.9m capex) was reported.  The €8.1m increase in FFO to €110.2m (31 March 2023: €102.1m) included BizSpace contributing €28.5m to the Group (31 March 2023: €26.7m), increasing its FFO contribution by €1.8 million year over year. The organic growth within our UK business came mainly from the 7.5%(1) increases in like-for-like annualised rental income, with acquisitions in the second half of the year contributing to the total annualised rent roll increase of 14.5%(1). The UK has a loss after tax due to a revaluation deficit noted in the period, as outlined in "Portfolio valuation - Group" in greater detail.

The Company entered into acquisitive growth in the second half of the financial year as it saw significant opportunity in the market off the back of its €165.3m financing in November 2023, with the vast majority of capital either spent or committed to attractive assets in both Germany and the UK. The effects of the acquisitive growth are expected to be flowing through in FY2025, as the assets are integrated into the platform and contribute to the Group's FFO.

(1) The Company has chosen to disclose certain Group rental income figures utilising a constant foreign currency exchange rate of GBP:EUR 1.1695, being the closing exchange rate as at 31 March 2024.

 

 

On a per share basis, the impact of valuations stabilising resulted in a 28.3% increase in basic EPS for the period to 8.75c per share. Adjusted EPS, basic EPRA EPS and diluted EPRA EPS, which exclude the impact of valuations described above, increased by approximately 8.4%, 8.7% and 8.6% respectively reflecting the strong operational performance in the year.

 

Earnings

€m

No. of shares

31 March 2024

cents per share

Earnings

€m

No. of shares

31 March 2023

cents per share

Change

%

Basic EPS

107.8

1,231,991,541

8.75

 79.6  

1,167,757,975

6.82

28.3

Diluted EPS

 107.8  

1,249,500,420

8.63

 79.6  

1,183,626,763

6.73

28.2

Adjusted EPS*

106.2

1,231,991,541

8.62

 92.9 

1,167,757,975

7.96

8.4

Basic EPRA EPS

101.1

1,231,991,541

8.21

 88.2  

1,167,757,975

7.55

8.7

Diluted EPRA EPS

101.1

1,249,500,420

8.10

 88.2  

1,183,626,763

7.45

8.6

 

*     See note 12 and the Business analysis section of the Annual Report and Accounts 2024.

 

Income

Total revenue reported in the period, which comprises rent, fee income relating to Titanium, other ancillary income from investment properties, and service charge income, increased from €270.1m for the 31 March 2023 year to €288.8m this year. The detail of the €18.7m increase in income is shown in the following table.

 


Year ended

31 March 2024


Year ended

31 March 2023

 

Germany

€m

UK

€m

Total

€m

 

Germany

€m

UK

€m

Total

€m

Rental and other income from investment properties

131.5

38.3

169.8


125.5

33.3

158.8

Service charge income from investment properties

73.4

25.9

99.3


66.6

24.0

90.6

Rental and other income from managed properties

4.6

-

4.6


10.9

-

10.9

Service charge income from managed properties

15.1

-

15.1

 

9.8

-

9.8

Revenue

224.6

64.2

288.8

 

212.8

57.3

270.1

 

Annualised rent roll in Germany increased by 5.4% from €123.1m to €129.7m with organic growth contributing €8.5m respectively whilst disposals exceeded acquisitions by €1.9m  BizSpace's annualised rent roll increased 14.4%(1) from €56.8(1) m to €65.0(1)m in the period, with the impact of organic growth of €4.1m being supported by net acquisitions of €4.1m. This is shown in more detail in the following table:

 

 

Germany

€m

UK (1)

€m

Group

€m

Opening annualised rent roll

123.1

56.8

179.9

Acquisitions

1.7

4.4

6.1

Disposals

(3.6)

(0.3)

(3.9)

Move-ins/outs

4.3

(0.4)

3.9

Uplifts   

4.2

4.7

8.9

Foreign currency impacts

-

(0.2)

(0.2)

Closing annualised rent roll

129.7

65.0

194.7

(1)    The Company has chosen to disclose certain Group rental income figures utilising a constant foreign currency exchange rate of GBP:EUR 1.1695, being the closing exchange rate as at 31 March 2024.

The rental growth in the period remains strong year on year, achieved through increasing rates whilst also modestly reducing vacancy rates. The vacancy remaining in the like-for-like portfolio, coupled with that acquired through our acquisitions, means that the opportunity that remains within this vacancy for further organic growth over the next few years has been preserved. As inflationary levels recede from their recent highs, the key to unlocking this in the most effective way is through the continuation of Sirius' capex investment programmes combined with a wide range of other intensive asset management initiatives.

Portfolio valuation - Group

The portfolio of owned assets was independently valued at €2,186.7m by Cushman & Wakefield LLP at 31 March 2024 (31 March 2023: €2,103.2), which converts to a book value of €2,210.6m after the adjustments in relation to lease incentives and inclusion of leased investment property. A breakdown of the movement in owned and leased investment property, excluding assets held for sale, is detailed in the table below.

 

German investment

property - owned

€m

German investment

property - leased

€m

UK investment

property - owned

€m

UK investment

property - leased

€m

Investment

property - total

€m

Investment properties at book value as at 31 March 2023*

1,680.8

10.8

417.7

13.7

2,123.0

Additions relating to owned investment properties

21.4

-

52.7

-

74.1

Capex investment and capitalised broker fees

26.6

-

11.1

-

37.7

Disposal

(45.5)

-

(3.4)

-

(48.9)

Gain/(deficit) on revaluation above capex investment and broker fees

41.0

-

(28.6)

-

12.4

Deficit on revaluation relating to leased investment properties

-

(0.8)

-

(0.1)

(0.9)

Adjustment in respect of lease incentives

0.7

-



0.7

Currency effects

-

-

12.1

0.4

12.5

Investment properties at book value as at 31 March 2024*

1,725.0

10.0

461.6

14.0

2,210.6

 

*     Excluding assets held for sale.

 

The increase in value of the German portfolio of €44.4m was made up of €21.4m of asset acquisitions, less €45.5m of disposals, plus a €67.6m valuation increase on the existing portfolio and finally a €0.7m positive adjustment in respect of lease incentives. The €67.6m valuation increase was higher than the €26.6m of capex spent on that portfolio; hence, the net of these resulted in a €41.0m gain being booked through the Company's profit.

In the UK, the value of the BizSpace portfolio increased by €43.9m due to €3.4m of disposals offset by €52.7m of additions, a valuation deficit of €17.5m on the existing portfolio and a €12.5m foreign currency reduction due to the strengthening of GBP against EUR for the year. The €17.5m valuation deficit was further increased by €11.1m capex spent on that portfolio, resulting in a €28.6m deficit being reported through the Company's profit.

The Company recognised a gain on revaluation of investment properties of €12.4m for the year which compares to a €7.7m deficit recognised in the comparative prior period.

Portfolio valuation - Germany

The book value of the existing German portfolio that was owned for the full period increased by €68.0m or 4.2% from €1,636.1m to €1,704.1m. This was driven by an increase in annualised rent roll of €8.5m in the year which more than compensated for a gross yield expansion of approximately 20 bps.

The German portfolio at 31 March 2024 comprises 68 assets with a book value of €1,725.0m generating €127.6m of rental income and €125.3m of net operating income based on an occupancy of 85.2%.  This represents an average gross yield of 7.5% (31 March 2023: 7.3%), which translates to a net yield of 6.8% (31 March 2023: 6.5%) and an EPRA net yield (including estimated purchaser costs) of 6.3% (31 March 2023: 6.2%).

Yields have expanded within the German portfolio valuation by a further 20 bps in the period to 7.5% (31 March 2023:7.3%). The average capital value per sqm of the portfolio of €950 (31 March 2023: €912) also remains below replacement cost and, when considered with the level of vacancy that remains within the portfolio, illustrates the excellent opportunity for further growth, particularly from upgrading and letting up the sub-optimal vacant space through the Company's capex investment programmes.

The acquisitions made over recent years have replenished a lot of the vacancy that was transformed and let up through Sirius' capex investment programmes.  As a result, at 31 March 2024, 61% of the German portfolio are considered value-add assets (31 March 2023: 65%)  which, with average occupancy of 81.2% and valued at a gross yield of 8.0%, provide significant opportunity for further earnings and value growth. The mature assets which make up about 39% of the German portfolio have reached an occupancy level of 94.4% and, at a gross yield of 6.8%, are valued at a yield that is 120 bps lower than the value-add assets. As the transformation of the value-add assets continues, the yield gap between the mature and value-add assets is expected to reduce. The full details of the capex investment programmes are provided in the Asset management review - Germany section of this report.  The specifics of the value-add and mature portfolios are detailed in the table below:

 

 

Annualised

rent roll 

€m

Book value

€m

NOI

€m

Capital

value

€m/sqm *

Gross yield *

%

Net yield *

%

Vacant

space

sqm *

Rate psqm

€ *

Occupancy

% *

Value-add assets**

84.0

1,053.2

75.1

834

8.0%

7.1%

229,087

7.06

81.2%

Mature assets

45.7

671.8

43.7

1,216

6.8%

6.5%

29,456

7.60

94.4%

Other

 

-

-1.7

-

-

-

-

-

-

Total

129.7

1,725.0

117.1

950

7.5%

6.8%

258,543

7.24

85.2%

 

*     Expressed as averages.

**    Including assets held for sale.

 

The reconciliation of book value to the independent Cushman & Wakefield LLP valuation excluding assets held for sale is as follows:

 

31 March 2024

€m

31 March 2023

€m

Investment properties at market value

1,728.9

1,685.5

Adjustment in respect of lease incentives

(3.9)

(4.7)

Book value of investment properties*

1,725.0

1,680.8

 

Portfolio valuation - UK

At 31 March 2024, the value of the UK portfolio was £394.7m (€461.6m), compared to a £367.2m (€417.7 m) valuation at 31 March 2023. Of the change in valuation, £41.6m is attributed to the acquisition of 5 assets (£44.9 m) offset by the disposal of Stoke (£3.3m) and yield expansion (£14.1m) during the period.

The like-for-like value of the UK portfolio was £349.8 m (€409.8m), which was lower than the 31 March 2023 valuation of £363.9m (€413.9m). The £14.1m decrease was driven by yield expansion of approximately 60 bps to a 9.9% like-for-like portfolio net yield, which fully offset a £3.6m increase in annualized rent roll during the period. On a euro basis, the like-for-like portfolio also benefited from the appreciation of GBP compared to the euro year on year, and the impact of yield expansion was reduced to €4.1m. The EPRA net yield (including estimated purchaser costs) stands at 8.7% (31 March 2023: 7.6%.

The average capital value per sq ft of the total portfolio of £91 per sq ft (€1,150 per sqm) (31 March 2023: £88 per sq ft (€1,072 per sqm)) also remains below replacement cost and further supports the sentiment that there remains value-add potential within the portfolio.

 

 

Annualised

rent roll 

£m

Book value

£m

NOI

£m 

Capital

value

£/sq ft

Gross yield

%

Net yield

%

Vacant

space

sq ft

Rate psqft

£

Occupancy 

%

UK portfolio

55.6

394.7

34.8

91.31

14.1%

9.9%

580,931

14.86

86.5%

 

The UK does not have material lease incentives adjusting the investment property values.

Net asset value

The valuation movements mentioned above, together with retained profits after payment of dividends, resulted in an increase in net asset value per share to 104.96c at 31 March 2024, an uplift of 2.4% from 102.46c as at 31 March 2023. The adjusted net asset value per share increased to 111.12c at 31 March 2024, an uplift of 1.8% from 109.21c as at 31 March 2023. The Company paid out 5.98c per share of dividends during the financial year which contributed to a total shareholder accounting return (adjusted NAV growth plus dividends paid) of 7.2% (31 March 2023: 5.3%). The movement in NAV per share is explained in the following table:

 

Cents per share

NAV per share as at 31 March 2023

102.46

Recurring profit after tax

7.92

Equity raise

(0.94)

Gain on revaluation (net of capex)

0.98

Deferred tax charge

(0.19)

Cash Dividend Paid

(5.62)

Adjusting items(1)

0.35

NAV per share as at 31 March 2024

104.96

Deferred tax and derivatives

6.16

Adjusted NAV per share as at 31 March 2024(2)

111.12

EPRA adjustments(3)

(1.30)

EPRA NTA per share as at 31 March 2024(2)

109.82

 

(1) Adjusting items includes non-recurring items including restructuring costs, minorities, share of profit in associates, gains and losses on investments, share-based payments including vesting and foreign currency effects.

(2) See Annex of 2024 Annual accounts for further details.

(3) Adjusted for the potential impact of shares issued in relation to the Company's long-term incentive programmes, intangible assets, provisions for deferred tax and derivative financial instruments.

 

The EPRA NTA per share, which, like adjusted NAV per share, excludes the provisions for deferred tax and fair value of derivative financial instruments but also includes the potential impact of shares issued in relation to the Company's long-term incentive programmes and excludes intangible assets, was 109.82c, an increase of 1.6% from 108.11c as at 31 March 2023.

Financing

In November 2023, the Company saw significant opportunity in the acquisitions market and raised €165.3m via an equity placing of new shares to fund a pipeline of attractive asset acquisitions in both Germany and the UK. The Company has delivered on this pipeline, completing or notarising €157.8m (before costs) in acquisitions since.

 

In May 2023 the Company refinanced its €57.3m Deutsche Pfandbriefbank ("PBB") loan facility, seven months in advance of it falling due on 31 December 2023. The new facility amounting to €58.3m has a term of seven years at a fixed interest rate of 4.25%. In addition to this early refinancing, in August 2022 the Company secured a refinancing with Berlin Hyp AG, one year in advance, of its €170m facility due in October 2023, agreeing a new seven-year €170m facility commencing on 1 November 2023 with a fixed interest rate of 4.26%.

Of the €955.3m of total debt, the Company has €28.5m of debt coming due in the next twelve months which is made up of two tranches of the HSBC Schuldschein totalling €15m and €13.5m Saarbrücken Sparkasse. These loans come due in the fourth fiscal quarter and negotiations regarding extensions shall commence in due course.

The debt structure of the Company remains such that 75% of its debt is unsecured (31 March 2023: 75%) allowing the Company to maintain flexibility over its financing structure. As at 31 March 2024, the Company had a weighted average debt expiry of 4.0 years, net LTV was 33.9% (31 March 2023: 41.6%) and interest cover at EBITDA level was 8.3x (31 March 2023: 8.6x). All covenants were complied with in full during the period.

Fitch confirmed its BBB investment grade rating with "Stable Outlook" in October 2023.

Post balance sheet, the Company increased its €300.0m Corporate Bond due in November 2028 by 19.9%, issuing €59.9m in additional debt. The Company intends to utilise the proceeds for fuelling its acquisition pipeline and corporate purposes.

The Company's weighted average cost of debt is 2.10% whilst the weighted average debt expiry remains at 4.0 years following the above financing activity.

A summary of the movement in the Group's debt is set out below:

Movement in debt

 

€m

Total debt as at 31 March 2023

975.1

Repayment of credit facility

(243.3)

Drawdown of credit facility

228.3

Scheduled amortisation

(4.7)

Total debt as at 31 March 2024

955.4

 

Dividend

The Board has authorised a dividend in respect of the second half of the financial year ended 31 March 2024 of 3.05c per share, which together with the first half dividend of 3.00c per share, represents an increase of 6.5% on the 5.68c total dividend declared in respect of the financial year ended 31 March 2023.

The table below shows the dividends paid and pay-out ratios over the last five years, demonstrating the excellent progression the Company has made in the period as well as the ability of the Board to increase the dividend pay-out ratio whilst the proceeds of asset disposals are invested.

 

First half dividend

per share

cents

Second half

dividend

per share

cents

Total dividend

per share

cents

Blended

pay-out ratio

% of FFO

Year ended March 2019

1.63

1.73

3.36

70%

Year ended March 2020*

1.77

1.80

3.57

66%

Year ended March 2021

1.82

1.98

3.80

65%

Year ended March 2022

2.04

2.37

4.41

65%

Year ended March 2023

2.70

2.98

5.68

65%

Year ended March 2024**

3.00

3.05

6.05

68%

 

*     First half 67%, second half 65% of FFO.

**    First half 66%, second half 69% of FFO

 

Details of the dividend distribution and announcement are detailed in note 28 of the Annual Report and Accounts.

Summary

As inflation came off its peaks experienced in 2022 and acquisition opportunities in the market crystalized, the Company was able to grow its occupancy and capture organic growth whilst setting itself up for further growth through transacting on its acquisition pipeline in the second half of the year, purchasing in total five properties, three of which completed in April 2024.

The Company's balance sheet remains strong as demonstrated through its recent equity and debt financings in the year, permitting it to continue to grow through acquisitions whilst maintaining a healthy net LTV ratio. This has been confirmed by Fitch in October 2023 through its BBB investment grade rating with a stable outlook. The Company continues to deliver on its growth objectives and continues to be well positioned to take advantage of opportunities as they arise.

The Company's strong financial profile, along with its proven internal operating platform, means the Company is fully capable of adapting to changing market conditions. With acquisition firepower available, further vacancy to develop and reversion potential to capture, as well as a defensively positioned portfolio, the Company is well set to meet the challenges ahead and looks forward to continuing to deliver attractive and sustainable returns for shareholders in the future.

Chris Bowman

Chief Financial Officer

31 May 2024

 

DIRECTORS' RESPONSIBILITIES STATEMENT

 

The directors confirm that, to the best of their knowledge the preliminary consolidated financial statements have been prepared in accordance with international financial reporting standards, and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and that this announcement includes a fair summary of the development and performance of the business and the position of the Group. After making enquiries, the directors considered it appropriate to adopt the going concern basis in preparing the financial statements. The names and functions of the Company's directors are listed on the Company's website.

 

Daniel Kitchen

Chairman

 

Principal Risks and Uncertainties

 

The principal risks and uncertainties faced by the Group are included on pages 66 to 71 of the Group's Annual Report and Accounts 2023 available on the website at: www.sirius-real-estate.com

 

CONSOLIDATED INCOME STATEMENT

for the year ended 31 March 2024

 

Notes

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Revenue

5

288.8

270.1

Direct costs

6

(123.0)

(116.7)

Net operating income


165.8

153.4

Gain/(loss) on revaluation of investment properties

13

12.2

(9.8)

Gain on disposal of properties


0.9

4.7

Movement in expected credit loss provision

6

0.9

(1.0)

Administrative expenses

6

(49.7)

(48.3)

Share of profit of associates

19

0.6

2.6

Operating profit

 

130.7

101.6

Finance income

9

6.6

2.8

Finance expense

9

(20.8)

(18.3)

Change in fair value of derivative financial instruments

9

(1.3)

0.9

Net finance costs

 

(15.5)

(14.6)

Profit before tax


115.2

87.0

Taxation

10

(7.3)

(7.3)

Profit for the year after tax

 

107.9

79.7

Profit attributable to:




Owners of the Company


107.8

79.6

Non-controlling interest

 

0.1

0.1

 

 

107.9

79.7

Earnings per share




Basic earnings per share

11

8.75c

6.82c

Diluted earnings per share

11

8.63c

6.73c

 

All operations of the Group have been classified as continuing.

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 March 2024

 

Notes

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Profit for the year after tax

 

107.9

79.7

Other comprehensive income/(loss) that may be reclassified to profit or loss in subsequent periods




Foreign currency translation

27

12.9

(17.2)

Other comprehensive income/(loss) after tax that may be reclassified to profit or loss in subsequent periods

 

12.9

(17.2)

Other comprehensive income/(loss) for the year after tax

 

12.9

(17.2)

Total comprehensive income for the year after tax

 

120.8

62.5

Total comprehensive income attributable to:




Owners of the Company


120.7

62.4

Non-controlling interest

 

0.1

0.1

 

 

120.8

62.5

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 March 2024

 

Notes

31 March 2024

€m

31 March 2023

€m

Non-current assets




Investment properties

13

2,210.6

2,123.0

Plant and equipment

15

7.8

7.2

Intangible assets

16

3.3

4.1

Right of use assets

17

12.6

14.4

Other non-current financial assets

18

49.1

48.4

Investment in associates

19

25.2

26.7

Total non-current assets

 

2,308.6

2,223.8

Current assets




Trade and other receivables

20

42.4

30.5

Derivative financial instruments


-

1.3

Cash and cash equivalents

21

244.2

124.3

Total current assets

 

286.6

156.1

Assets held for sale

14

-

8.8

Total assets

 

2,595.2

2,388.7

Current liabilities




Trade and other payables

22

(114.7)

(101.5)

Interest-bearing loans and borrowings

23

(29.6)

(243.7)

Lease liabilities

17

(2.3)

(2.2)

Current tax liabilities

10

(7.0)

(5.4)

Total current liabilities

 

(153.6)

(352.8)

Non-current liabilities




Interest-bearing loans and borrowings

23

(915.5)

(720.7)

Lease liabilities

17

(35.5)

(37.4)

Deferred tax liabilities

10

(82.7)

(80.2)

Total non-current liabilities

 

(1,033.7)

(838.3)

Total liabilities

 

(1,187.3)

(1,191.1)

Net assets

 

1,407.9

1,197.6

Equity




Issued share capital

26

-

Other distributable reserve

27

605.7

516.4

Own shares held


(8.1)

(8.3)

Foreign currency translation reserve

27

(6.0)

(18.9)

Retained earnings

 

815.7

707.9

Total equity attributable to the owners of the Company

 

1,407.3

1,197.1

Non-controlling interest

 

0.6

0.5

Total equity

 

1,407.9

1,197.6

 

The financial statements on pages 139 to 188 were approved by the Board of Directors on 31 May 2024 and were signed on its behalf by:

Daniel Kitchen

Chair

 

Company number: 46442

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2024

 

Notes

Issued

share

capital

€m

Other

distributable

reserve

€m

Own

shares

held

€m

Foreign

currency

translation

reserve

€m

Retained

earnings

€m

Total equity

attributable

to the

owners of

the Company

€m

Non-

controlling

interest

€m

Total

equity

€m

As at 31 March 2022


-

570.4

(6.3)

(1.7)

628.3

1,190.7

0.4

1,191.1

Profit for the year


-

-

-

-

79.6

79.6

0.1

79.7

Other comprehensive loss for the year

 

-

-

-

(17.2)

-

(17.2)

-

(17.2)

Total comprehensive income for the year


-

-

-

(17.2)

79.6

62.4

0.1

62.5

Dividends paid

28

1.4

(59.2)

-

-

-

(57.8)

-

(57.8)

Transfer of share capital

26

(1.4)

1.4

-

-

-

-

-

-

Share-based payment transactions

8

-

5.5

-

-

-

5.5

-

5.5

Value of shares withheld to settle employee tax obligations

8

-

(1.7)

-

-

-

(1.7)

-

(1.7)

Own shares purchased

26

-

-

(2.3)

-

-

(2.3)

-

(2.3)

Own shares allocated

26

-

-

0.3

.-

-

0.3

-

0.3

As at 31 March 2023

 

-

516.4

(8.3)

(18.9)

707.9

1,197.1

0.5

1,197.6

Profit for the year

   

-

-

-

-

107.8

107.8

0.1

107.9

Other comprehensive income for the year

 

-

-

-

12.9

-

12.9

-

12.9

Total comprehensive income for the year


-

-

-

12.9

107.8

120.7

0.1

120.8

Shares issued

26

167.4

(2.1)

-

-

-

165.3

-

165.3

Transaction costs relating to share issues

26

(3.3)

-

-

-

-

(3.3)

-

(3.3)

Dividends paid

28

-

(75.3)

-

-

-

(75.3)

-

(75.3)

Transfer of share capital

26

(164.1)

164.1

-

-

-

-

-

-

Share-based payment transactions

8

-

5.0

-

-

-

5.0

-

5.0

Value of shares withheld to settle employee tax obligations

8

-

(2.2)

-

-

-

(2.2)

-

(2.2)

Own shares purchased

26

-

-

-

-

-

-

-

-

Own shares allocated

26

-

(0.2)

0.2

-

-

-

-

-

As at 31 March 2024

 

-

605.7

(8.1)

(6.0)

815.7

1,407.3           

0.6

1,407.9

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 March 2024

 

Notes

Year ended

31 March

2024

€m

Year ended

31 March

2023

€m

Operating activities




Profit for the year before tax


115.2

87.0

Gain on disposal of properties


(0.9)

(4.7)

Net exchange differences in working capital


3.4

(0.2)

Share-based payments

8

5.0

5.5

(Gain)/loss on revaluation of investment properties

13

(12.2)

9.8

Change in fair value of derivative financial instruments

9

1.3

(0.9)

Depreciation of property, plant and equipment

6

1.8

2.1

Amortisation of intangible assets

6

1.5

1.3

Depreciation of right of use assets

6

1.8

2.1

Share of profit of associates

19

(0.6)

(2.6)

Finance income

9

(6.6)

(2.8)

Finance expense

9

20.8

18.3

Changes in working capital




Increase in trade and other receivables


(0.3)

(5.9)

Increase in trade and other payables


19.0

12.4

Taxation paid

 

(3.1)

(8.0)

Cash flows from operating activities

 

146.1

113.4

Investing activities




Purchase of investment properties


(71.0)

(42.8)

Prepayments relating to investment property acquisitions


(7.1)

-

Capital expenditure on investment properties


(39.5)

(28.4)

Purchase of plant and equipment and intangible assets


(3.1)

(5.3)

Proceeds on disposal of properties (including assets held for sale)


46.4

32.0

Dividends received from investment in associates


2.1

-

Increase in loans receivable due from associates


(0.7)

(0.1)

Interest received

 

6.6

2.8

Cash flows used in investing activities

 

(66.3)

(41.8)

Financing activities




Proceeds from issue of share capital

26

165.3

-

Transaction costs on issue of shares

26

(3.3)

-

Shares purchased


-

(2.3)

Payment relating to exercise of share options

8

(2.2)

(1.7)

Dividends paid to owners of the Company

28

(75.3)

(57.8)

Proceeds from loans


228.3

-

Repayment of loans

23

(248.0)

(20.4)

Payment of principal portion of lease liabilities


(2.2)

(1.2)

Finance charges paid

 

(20.0)

(15.2)

Cash flows from/(used in) financing activities

 

42.6

(98.6)

Increase/(decrease) in cash and cash equivalents


122.4

(27.0)

Net exchange difference


(2.5)

0.3

Cash and cash equivalents as at the beginning of the year

 

124.3

151.0

Cash and cash equivalents as at the year end

21

244.2

124.3

 

 

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2024

1. General information

Sirius Real Estate Limited (the "Company") is a company incorporated in Guernsey and resident in the United Kingdom for tax purposes, whose shares are publicly traded on the Main Market of the London Stock Exchange ("LSE") (primary listing) and the Main Board of the Johannesburg Stock Exchange ("JSE") (primary listing).

The consolidated financial information of the Company comprises that of the Company and its subsidiaries (together referred to as the "Group" or "Sirius") for the year ended 31 March 2024.

The principal activity of the Group is the investment in, and development of, commercial and industrial property to provide conventional and flexible workspace in Germany and the United Kingdom ("UK").

2. Accounting policies

(a) Basis of preparation and statement of compliance

The consolidated financial statements have been prepared on a historical cost basis, except for investment properties, investment properties held for sale and derivative financial instruments, which have been measured at fair value. The consolidated financial information is presented in euros and all values are rounded to the nearest hundred thousand shown in millions (€m), except where otherwise indicated.

The Company has prepared its annual consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") as a result of the primary listing on the JSE, the Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the Listings Requirements of JSE Limited and The Companies (Guernsey) Law, 2008. The consolidated financial statements have been prepared on the same basis as the accounting policies set out in the Group's annual financial statements for the year ended 31 March 2023, except for the changes in accounting policies as shown in note 2(b). All forward-looking information is the responsibility of the Board of Directors and has not been reviewed or reported on by the Group's auditor.

(b) Changes in accounting policies

New and amended standards and interpretations

The Group applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 January 2023 (unless otherwise stated).

IFRS 17 Insurance Contracts ("IFRS 17")

IFRS 17 is a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. IFRS 17 replaces IFRS 4 Insurance Contracts. IFRS 17 applies to all types of insurance contracts (i.e., life, non-life, direct insurance and re-insurance), regardless of the type of entities that issue them as well as to certain guarantees and financial instruments with discretionary participation features; a few scope exceptions will apply. The overall objective of IFRS 17 is to provide a comprehensive accounting model for insurance contracts that is more useful and consistent for insurers, covering all relevant accounting aspects. IFRS 17 is based on a general model, supplemented by:

•     a specific adaptation for contracts with direct participation features (the variable fee approach)

•     a simplified approach (the premium allocation approach) mainly for short-duration contracts

The new standard had no impact on the Group's consolidated financial statements.

Definition of Accounting Estimates - Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8")

The amendments to IAS 8 clarify the distinction between changes in accounting estimates, changes in accounting policies and the correction of errors. They also clarify how entities use measurement techniques and inputs to develop accounting estimates.

The amendments had no impact on the Group's consolidated financial statements.

Disclosure of Accounting Policies - Amendments to IAS 1 Presentation of Financial Statements ("IAS 1") and IFRS Practice Statement 2: Making Materiality Judgements ("IFRS Practice Statement 2")

The amendments to IAS 1 and IFRS Practice Statement 2 provide guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their 'significant' accounting policies with a requirement to disclose their 'material' accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures.

The Group adopted the amendments to IAS 1 and IFRS Practice Statement 2 in the current year in relation to the Group's disclosures of accounting policies.

International Tax Reform-Pillar Two Model Rules - Amendments to IAS 12 Income Taxes ("IAS 12")

The amendments to IAS 12 have been introduced in response to the OECD's BEPS Pillar Two rules and include:

•    mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and

•    disclosure requirements for affected entities to help users of the financial statements better understand an entity's exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date.

The mandatory temporary exception - the use of which is required to be disclosed - applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after 1 January 2023.

The amendments had no impact on the Group's consolidated financial statements as the Group is not in scope of the Pillar Two model rules as its revenue is less than €750m per year.

A number of new other standards and amendments to standards have been issued but are not yet effective for the Group and have not been early adopted. The application of these new standards and amendments is not expected to have a material impact on the Group's consolidated financial statements.

(c) Going concern

The Group has prepared its going concern assessment for the period to 31 October 2025 (the "going concern period"), a period greater than twelve months from the approval of the Group financial statements, to align with the expected timing of the approval of the Company's subsidiary entities financial statements where a letter of support is expected to be required from the Company.

The Group's going concern assessment is based on a forecast of the Group's future cash flows. Management prepares a base case scenario and a severe but plausible downside scenario where sensitivities are applied to model the outcome on the occurrence of downside assumptions explained below. It considers the Group's principal risks and uncertainties and is dependent on a number of factors including financial performance, continued access to lending facilities (see note 23) and the ability to continue to operate the Group's secured and unsecured debt structure within its financial covenants. Within the going concern period, three of the Group's debt facilities mature, with a €5.0m tranche of the Schuldschein loan falling due in January 2025 and a €10.0m tranche falling due in March 2025 and the €12.8m Saarbrücken Sparkasse facility falling due in February 2025. No further debt of the Group matures until June 2026.

The severe but plausible scenario models a potential downturn in the Group's performance, including the potential impact of downside macro-factors such as geopolitical instability, future energy shortages, further cost increases due to inflation, pressures from increasing interest rates and outward yield movements on the Group's financial position and future prospects. The cash flow projections incorporate assumptions on future trading performance and potential valuation movements in order to estimate the level of headroom on the Group's debt facilities and covenants for loan to value, debt service cover, EPRA net asset value, unencumbered assets ratios, fixed charge ratios and occupancy ratios set out within the relevant finance agreements.

The impact of the macro-factors above has placed further pressure on the costs of the business, however this did not result in any deterioration in the Group's income streams in the year ended 31 March 2023 or in the year ended 31 March 2024 and asset values remained relatively stable throughout. However, the Directors continue to be mindful of the challenging macro-factors present in the market and have assessed the potential severity of the falls in valuations in the severe but plausible downside scenario in the going concern period.

The base case and severe but plausible downside scenarios include the following assumptions applied to both the German and UK portfolios:

Base case:

»     5.5% growth per annum in rent roll at 31 March 2024, principally from contractual increases in rents and organic growth through lease renewals;

»     increasing cost levels in line with forecast inflation of 3% per annum throughout the going concern period;

»     continuation of forecast capex investment;

»     continuation of forecast dividend payments in line with historic dividend payouts;

»     payment of contractual loan interest and loan amortisation amounts refinancing of €27.8m of debt facilities as they fall due; and

»     only acquisitions and disposals which are contractually committed are made, which includes three post balance sheet acquisitions amounting to £50.1m (€58.6m) in Gloucestershire, UK and the €21.4m acquisition in Klipphausen and the €21.5m acquisition in Cologne, Germany. These acquisitions completed in April 2024.

Severe but plausible downside scenario:

»     reduction in occupancy and rental income of 10% per annum from the base case assumptions;

»     reduction in service charge recovery of 10% per annum from the base case assumptions;

»     reduction in property valuations of 10% per annum;

»     continuation of forecast capex investment;

»     continuation of forecast dividend payments in line with historic dividend payouts; and

»     payment of contractual loan interest and loan amortisation amounts, repayment of €27.8m of debt facilities as they fall due; and

»     only acquisitions and disposals which are contractually committed are made, which includes three post balance sheet acquisitions amounting to £50.1m (€58.6m) in Gloucestershire, UK, the €21.4m acquisition in Klipphausen and the €21.5m acquisition in Cologne, both in Germany. These acquisitions completed in April 2024.

The Directors are of the view that there is a remote possibility of a more severe scenario arising than the above severe but plausible downside scenario based upon the Group's track record of performance in challenging scenarios, most recently through the high inflationary environment in both Germany and the UK, the Covid-19 pandemic and post-pandemic period. In addition, the Group tapped its €300.0m corporate bond in May 2024 raising an additional €51.3m in corporate debt which is included in both base case and severe but plausible downside scenarios, raised €165.3m in capital in November 2023 and had secured the refinancing of the €58.3m Deutsche Pfandbriefbank AG and €170.0m Berlin Hyp AG facilities in advance of their maturity dates.

The severe but plausible downside results in cash trap events occurring on the Group's occupancy covenant. The cash trap event does not have a material impact to the Group's cash flows. The Group is not forecasting any further cash trap or defaulting events in the severe but plausible downside scenario.

In the severe but plausible downside scenario, the Group assumes full repayment of the maturing loan obligations as they fall due, amounting to €27.8m in the going concern period. The Group forecasts indicate sufficient free cash would be available to repay these funds in full and maintain sufficient liquidity to not require the additional mitigating actions as outlined below available to it, should the severe but plausible downside scenario come to pass.

The Group also performed a reverse stress test over the impact of a fall in its property valuations and income reductions during the going concern period. This showed that the Group could withstand a fall in valuations of 24%, before there was a loan to value covenant breach and a reduction of 24% of net operating income before any income related covenants would breach, levels which the Group has not seen before. These events are considered to be remote due to the Company's strong performance throughout the most recent economic headwinds, with the macroeconomic environment pointing towards stability. The reductions required for the reverse stress test have never been seen by the Group.

In each of the scenarios considered for going concern, the Group forecasts having sufficient free cash available and if required, could utilise available mitigating actions which would be available to the Group in the going concern review period, which include restricting non-REIT relating dividends, reducing capital expenditure or the disposal of assets. The restriction of dividends or reducing capital expenditure are within the control of the Directors and there is sufficient time to implement these restrictions, if required. The use of such mitigating factors are not anticipated to be required.

The Directors have not identified any material uncertainties which may cast significant doubt on the Group's ability to continue as a going concern for the duration of the going concern period.

The Directors also evaluated potential events and conditions beyond the going concern period that may cast significant doubt on the Group's ability to continue as a going concern, with no significant transactions or events of material uncertainty identified.

After due consideration of the going concern assessment for the period to 31 October 2025, the Board believes it is appropriate to adopt the going concern basis in preparing its financial statements.

(d) Basis of consolidation

The consolidated financial information comprises the financial information of the Group as at 31 March 2024. The financial information of the subsidiaries is 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 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 income statement and the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from the Company's shareholders' equity.

(e) Acquisitions

Where a property is acquired through the acquisition of corporate interests, management considers the substance of the assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.

The Group accounts for an acquisition as a business combination where an integrated set of activities is acquired in addition to the property (see policy in note 2(z)). More specifically, consideration is made of the extent to which substantive processes are acquired and, in particular, the extent of services provided by the subsidiary. IFRS 3 Business Combinations ("IFRS 3") sets out an optional concentration test designed to simplify the evaluation of whether an acquired set of activities and assets is not a business. An acquired set of activities and assets is not a business if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

Where such acquisitions are not deemed to be an acquisition of a business, they are not treated as business combinations. Instead, they are treated as asset acquisitions, with the cost to acquire the corporate entity being allocated between the identifiable assets and liabilities of the entity based on their relative fair values on the acquisition date. Accordingly, no goodwill arises.

(f) Foreign currency translation

The consolidated financial information is presented in euros, which is the functional and presentational currency of the Parent Company. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using the functional currency.

Transactions in foreign currencies are initially recorded in the functional currency at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the functional currency at the exchange rate ruling at the statement of financial position date. All differences are taken to the statement of profit and loss. Nonmonetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognised in other comprehensive income ("OCI") or profit or loss are also recognised in OCI or profit or loss, respectively).

On consolidation, the assets and liabilities of foreign operations are translated into euros at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at the exchange rates at the dates of the transactions, or where appropriate, the average exchange rates for the period. The foreign exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is reclassified to profit or loss.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date.

(g) Revenue recognition

Rental income

Rental income from operating leases and licence agreements containing leases is recognised on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which the benefit derived from the leased asset is diminished. Fixed or determinable rental increases, which can take the form of actual amounts or agreed percentages, are recognised on a straight-line basis over the term of material leases. If the increases are related to a price index to cover inflationary cost increases, then the policy is to apply the price index from the date it is effective on a straight-line basis.

The value of all lease incentives (including rent free periods, stepped rents, indexation clauses and other types of incentive)are spread on a straight-line basis over the lease term. Where there is a reasonable expectation that the tenant will exercise break options, the value of rent free periods and all similar lease incentives is booked up to the break date. The above applies to both revenues generated from investment properties and managed properties.

Revenue from contracts with customers

Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

(i) Service charge income

The Group mainly generates revenue from contracts with customers for services rendered to tenants including management charges and other expenses recoverable from tenants based on the Group's right to recharge tenants for costs incurred (with or without markup) on a day-to-day basis ("service charge income"). These services are specified in the lease agreements and separately invoiced. Service charge income is recognised as revenue when the performance obligations of the services specified in the lease agreements are met.

The individual activities vary significantly throughout the day and from day to day; however, the nature of the overall promise of providing property management service remains the same each day. Accordingly, the service performed each day is distinct and substantially the same. These services represent a series of daily services that are individually satisfied over time because the tenants simultaneously receive and consume the benefits provided by the Group. The actual service provided during each reporting period is determined using cost incurred as the input method.

Transaction prices are regularly updated and are estimated at the beginning of each year based on previous costs and estimated spend. Service charge budgets are prepared carefully to make sure that they are realistic and reasonable. Variable consideration is only included in the transaction price to the extent it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. Performance obligations related to service charge revenue is discharged by the Company continuously and on a daily basis, through the provision of utilities and other services to tenants. Changes in service charge revenue are linked to changes in the cost of fulfilling the obligation or the value to a tenant at a given period of time. Accordingly, the variable consideration is allocated to each distinct period of service (i.e. each day) as it meets the variable consideration allocation exception criteria.

Service charge expenses are based on actual costs incurred and invoiced together with an estimate of costs to be invoiced in future periods as receipt of final invoices from suppliers can take up to twelve months after the end of the financial period. The estimates are based on expected consumption rates and historical trends and take into account market conditions at the time of recording.

Service charge income is based on service charge expense and takes into account recovery rates which are largely derived from estimated occupancy levels. Service charge costs related to vacant space are irrecoverable.

The Group acts as a principal in relation to these services, and records revenue on a gross basis, as it controls the specified goods or services before transferring them to tenants.

Where amounts invoiced to tenants are greater than the revenue recognised at the period end date, the difference is recognised as unearned revenue when the Group has unconditional right to consideration, even if the payments are non-refundable. Where amounts invoiced are less than the revenue recognised at the period end date, the difference is recognised as contract assets or, when the Group has a present right to payment, as receivables albeit unbilled.

In addition to the above, the Group has entered into leases and licensing arrangements (which meet the definition of a lease under IFRS 16 Leases ("IFRS 16")) where the revenue due from the tenant is an all-inclusive price, representing lease income (recognised in accordance with IFRS 16) and service charge income (recognised in accordance with IFRS 15 Revenue from Contracts with Customers ("IFRS 15")). Management has estimated the allocation of the revenues using the relevant service charge costs incurred and the occupancy of the properties where all-inclusive lease and licence arrangements are in place. The allocation resulted in €25.9m (2023: €24.0m) being recorded as service charge income.

(ii) Other income

(ii) (a) Fee income

The Group has contractual agreements with its investment in associate for the management of its properties. This generates fee income which is recognised when the services are provided to the investment in associate at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services. Income relating to managed properties is accounted for according to revenue recognition accounting policies set out above. The Group identifies itself as a principal in this arrangement as it controls and manages the services provided to its customers.

(ii) (b) Conferencing and catering

The group lets vacant spaces to existing tenants for conferencing & catering activities under separate agreements to the lease arrangements. This Income is recognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

Interest income

Interest income is recognised as it accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument).

(h) Leases

Group as lessor

Leases where the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases.

Group as lessee

All contracts that give the Group the right to control the use of an identified asset over a certain period of time in return for consideration are considered leases within the meaning of IFRS 16.

For all contracts that meet the definition of leases according to IFRS 16, the Group, at the commencement date of the lease (i.e. the date the underlying asset is available for use), recognises lease liabilities equal to the present value of the future lease payments, discounted to reflect the term-specific incremental borrowing rate if the interest rate implicit in the lease is not readily determinable. Lease liabilities are subsequently increased by the periodic interest expenses and reduced by the lease payments made during the financial year.

Correspondingly, right of use assets are initially recognised at cost under IFRS 16 which is the amount of the lease liabilities (plus any advance payments that have already been made or any initial direct costs). Subsequently, the right of use assets are generally measured at cost, taking depreciation (calculated straight-line over the lease term) and impairments into account and are presented separately in the statement of financial position except for right of use assets that meet the definition of IAS 40 Investment Property ("IAS 40") which are presented as investment property and subsequently measured at fair value in line with the measurement rules set out in IAS 40.

Periods resulting from extension or termination options granted on a unilateral basis are assessed on a case-by-case basis and are only taken into account if their use is sufficiently probable.

The Group utilises the recognition exemptions provided by IFRS 16 and does not apply IFRS 16 to leases with a contractual term of twelve months or less or to leases in which the underlying asset is of low value (on a case-by-case basis).

Lease payments associated with short-term leases and with leases of low-value assets are recognised as expenses on a straight-line basis over the lease term.

Right of use assets relating to office spaces are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

(i) Income tax

Certain subsidiaries may be subject to foreign taxes in respect of foreign sources of income. Sirius Real Estate Limited is a UK resident for tax purposes. The Group's UK property business is a UK Real Estate Investment Trust ("REIT"). As a result, the Group's UK property business does not pay UK corporation tax on its profits and gains from the qualifying rental business in the UK. Non-qualifying UK profits and gains continue to be subject to corporation tax as normal.

Current income tax

Current income tax assets and liabilities are measured at the reporting date at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

Deferred income tax

Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements, with the following exceptions:

•    where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination that, at the time of the transaction, does not give rise to equal taxable and deductible temporary differences and affects neither accounting nor taxable profit or loss;

•    in respect of taxable temporary differences associated with investments in subsidiaries and associates, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and

•    deferred tax assets are only recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised.

Deferred tax assets and liabilities are only offset if there is a legally enforceable right to set off, they are levied by the same taxation authority and the realisation period is the same. In accordance with IAS 12, deferred tax assets and liabilities are not discounted, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. The Group has applied the exception in IAS 12 to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.

For accounting periods beginning on or after 1 January 2023 IASB ED/2019/5 amended the application of the initial recognition exemption for transactions giving rise to offsetting deferred tax assets and deferred tax liabilities. In respect of IFRS 16, the Group adopted the amendments to the initial recognition exemption under IAS 12 already in the year ended 31 March 2022 and recognises a deferred tax asset in respect of the IFRS 16 lease liabilities and a deferred tax liability in respect of IFRS 16 right of use, resulting in a net deferred tax asset for the year ended 31 March 2023.

The Group has applied the exception in IAS 12 to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.

(j) Sales tax

Revenues, expenses, assets and liabilities are recognised net of the amount of sales tax except:

•    where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

•    receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

(k) Investment properties

Investment properties are properties that are either owned by the Group or held under a lease which are held for long-term rental income and/or capital appreciation.

Investment properties owned by the Group are initially recognised at cost, including transaction costs when the control of the property is transferred. Where recognition criteria are met, the carrying amount includes subsequent costs to add to or replace part of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the reporting date as determined by professional external valuer. Gains or losses arising from changes in the fair values of investment properties are included in the income statement in the period in which they arise.

The German properties are valued on the basis of a ten to fourteen 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 to fourteen year period. After ten to fourteen years, a determining residual value (exit scenario) is calculated, discounted to present value.

The UK properties are valued in accordance with the RICS Traditional Red Book valuation methodology, where the income being generated is capitalised by an appropriate yield. Yields are based on comparable evidence of similar quality assets which have traded in the open market. The yield applied reflects the age, location, ownership, customer base and agreement type.

Investment properties relating to leased assets are recognised in accordance with IFRS 16 (see policy in note 2(h)). Subsequent to initial recognition, investment properties relating to leased assets are stated at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the income statement in the period in which they arise.

The fair value of investment properties relating to leased assets as at 31 March 2024 and 31 March 2023 have been arrived at on the basis of a valuation carried out at that date by management. The valuation is based upon assumptions including future rental income and expenditure in accordance with the conditions of the related lease agreements. The properties are valued on the basis of a discounted cash flow model with the measurement period equal to the term of the lease agreements.

(l) Disposals of investment property

Investment property disposals are recognised when control of the property transfers to the buyer, which typically occurs on the date of completion. Profit or loss arising on disposal of investment properties is calculated by reference to the most recent carrying value of the asset adjusted for subsequent capital expenditure.

(m) Assets held for sale and disposal groups

(i) Investment properties held for sale

Investment properties held for sale are separately disclosed at the asset's fair value. In order for an investment property held for sale to be recognised, the following conditions must be met:

•     the asset must be available for immediate sale in its present condition and location;

•     the asset is being actively marketed;

•     the asset's sale is expected to be completed within twelve months of classification as held for sale;

•     there must be no expectation that the plan for selling the asset will be withdrawn or changed significantly; and

•     the successful sale of the asset must be highly probable.

(ii) Disposal groups

The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of a disposal group, excluding finance costs and income tax expense.

The criteria for held for sale classification is regarded as met only when the sale is highly probable and the disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset with the sale expected to be completed within one year from the date of the classification.

Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale.

Assets and liabilities classified as held for sale are presented separately in the statement of financial position.

Additional disclosures are provided in note 14.

(n) Plant and equipment

Recognition and measurement

Items of plant and equipment are stated at historical cost less accumulated depreciation and any impairment loss.

Depreciation

Where parts of an item of plant and equipment have different useful lives, they are accounted for as separate items of plant and equipment.

Depreciation is charged in the income statement on a straight-line basis over the estimated useful lives of an item of the fixed assets. The estimated useful lives are as follows:

Plant and equipment          three to ten years

Fixtures and fittings            three to fifteen years

Depreciation methods, useful lives and residual values are reviewed at each reporting date.

(o) Intangible assets

The Group recognises only acquired intangible assets. These intangibles are valued at cost.

The Group recognises both internally developed and acquired intangible assets. These intangibles are valued at cost.

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Intangible assets with a definite useful life are amortised on a straight-line basis over their respective useful lives. Their useful lives are between three and five years. Any amortisation of these assets is recognised as such under administrative expenses in the consolidated income statement.

Intangible assets with an indefinite useful life, including goodwill, are not amortised.

Development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate:

•     the technical feasibility of completing the intangible asset so that the asset will be available for use or sale;

•     its intention to complete and its ability and intention to use or sell the asset;

•     how the asset will generate future economic benefits;

•     the availability of resources to complete the asset; and

•     the ability to measure reliably the expenditure during development.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete, and the asset is available for use. It is amortised over the period of expected future benefit. Amortisation is recorded in cost of sales. During the period of development, the asset is tested for impairment annually.

(p) Trade and other receivables

Rent and service charge receivables and any contract assets do not contain significant financing components and are measured at the transaction price. Other receivables are initially measured at fair value plus transaction costs. Subsequently, trade and other receivables are measured at amortised cost and are subject to impairment (see note 2(x)). The Group applies the simplified impairment model of IFRS 9 Financial Instruments in order to determine expected credit losses in trade and other receivables, including lease incentives.

The Group assesses on a forward-looking basis the expected credit losses associated with its trade and other receivables. A provision for impairment is made for the lifetime expected credit losses on initial recognition of the receivable. If collection is expected in more than one year, the balance is presented within non-current assets.

(q) Treasury Shares and shares issued to the Employee Benefit Trust

Own equity instruments are deducted from equity. No gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of the Group's equity instruments.

(r) Share-based payments

The grant date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards.

The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

(s) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, demand deposits and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. Cash is measured at amortised cost.

(t) Bank borrowings

Interest-bearing bank loans and borrowings are initially recorded at fair value net of directly attributable transaction costs.

Subsequent to initial recognition, interest-bearing loans and borrowings are measured at amortised cost using the effective interest rate method.

When debt refinancing exercises are carried out, existing liabilities will be treated as being extinguished when the new liability is substantially different from the existing liability. In making this assessment, the Group will consider the transaction as a whole, taking into account both qualitative and quantitative characteristics in order to make the assessment.

(u) Trade payables

Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.

(v) Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

(w) Dividends

Interim dividend distributions to shareholders are recognised in the financial statements when paid. Final dividend distributions to the Company's shareholders are recognised as a liability in the consolidated financial information in the period in which the dividends are approved by the shareholders. The final dividend relating to the year ended 31 March 2024 will be approved and recognised in the financial year ending 31 March 2025.

(x) Impairment excluding investment properties

(i) Financial assets

A financial asset (excluding financial assets at fair value through profit and loss) is assessed at each reporting date to determine whether there is any impairment. The Group recognises an allowance for expected credit losses ("ECLs") for all receivables and contract assets held by the Group. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms and that are not recognised separately by the Group.

For rent and service charge receivables and any contract assets, the Group applies a simplified approach in calculating ECLs. The Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date (i.e. a loss allowance for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default). In determining the ECLs the Group takes into account any recent payment behaviours and future expectations of likely default events (i.e. not making payment on the due date) based on individual customer credit ratings, actual or expected insolvency filings or Company voluntary arrangements and market expectations and trends in the wider macroeconomic environment in which our customers operate.

Impairment losses are recognised in the income statement. For more information refer to note 6. Trade and other receivables are written off once all avenues to recover the balances are exhausted and there is no expectation of recovery.

(ii) Non-financial assets

The carrying amounts of the Group's non-financial assets, other than investment property, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit").

An impairment loss is recognised if the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in the income statement. Impairment losses recognised in profit or loss in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (or group of units) on a pro rata basis.

(y) Current versus non-current classification

The Group presents assets and liabilities in the statement of financial position based on current/non-current classification, except for deferred tax assets and liabilities which are classified as non-current assets and liabilities. An asset is current when it is:

•    expected to be realised or intended to be sold or consumed in the normal operating cycle;

•    held primarily for the purpose of trading;

•    expected to be realised within twelve months after the reporting period; or

•    cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve  months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

•    it is expected to be settled in the normal operating cycle;

•    it is held primarily for the purpose of trading;

•    it is due to be settled within twelve months after the reporting period; or

•    there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Group classifies all other liabilities as non-current.


(z) Business combinations

(i) Subsidiary undertakings

Business combinations are accounted for using the acquisition method at the acquisition date, which is the date on which control is transferred to the Group. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable, as well as other factors including Board representation. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control passes.

(ii) Associates

Associates are those entities over which the Group has significant influence, but which are not subsidiary undertakings or joint ventures. The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. Investments in associates are carried in the balance sheet at cost as adjusted by post-acquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of individual investments.

(aa) Non-IFRS measures

The Directors have chosen to disclose EPRA earnings, EPRA net asset value metrics and EPRA loan to value, which are widely used alternative metrics to their IFRS equivalents (further details on EPRA best practice recommendations can be found at www.epra.com). Note 11 to the financial statements includes a reconciliation of basic and diluted earnings to EPRA earnings. Note 12 to the financial statements includes a reconciliation of net assets to EPRA net asset value metrics. Note 23 to the financial statements includes a calculation of EPRA loan to value ratio.

The Directors are required, as part of the JSE Limited Listing Requirements, to disclose headline earnings; accordingly, headline earnings are calculated using basic earnings adjusted for revaluation gain/loss and related tax, gain/loss on disposal of properties and related tax, non-controlling interest ("NCI") relating to revaluation (net of related tax), NCI relating to gain/loss on disposal properties (net of related tax) and revaluation gain/loss on investment property relating to associates and related tax. Note 11 to the financial statements includes a reconciliation between IFRS and headline earnings.

The Directors have chosen to disclose adjusted earnings in order to provide an alternative indication of the Group's underlying business performance as disclosed in note 11 of the financial statements.

The Directors have chosen to disclose adjusted profit before tax and funds from operations in order to provide an alternative indication of the Group's underlying business performance and to facilitate the calculation of its dividend pool; a reconciliation between profit before tax and funds from operations is included within note 28 to the financial statements. Within adjusted profit before tax are adjusting items as described in note 11 of the financial statements gross of related tax.

Further details on non-IFRS measures can be found in the Business analysis section of this document.

3. Significant accounting judgements, estimates, assumptions and other sources of estimation uncertainty

Judgements

In the process of applying the Group's accounting policies, which are described in note 2, the Directors have made the following judgements that have the most significant effect on the amounts recognised in the financial information:

Acquisition and disposal of properties

Property transactions can be complex in nature and material to the financial statements. To determine when an acquisition or disposal should be recognised, management considers whether the Group assumes or relinquishes control of the property, and the point at which this is obtained or relinquished. Consideration is given to the terms of the acquisition or disposal contracts and any conditions that must be satisfied before the contract is fulfilled. In the case of an acquisition, management must also consider whether the transaction represents an asset acquisition or business combination.

Estimates and assumptions

Key estimates

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

Valuation of owned and leased investment properties (including those recognised within assets held for sale or a disposal group)

The fair value of the Group's owned investment properties was determined by Cushman & Wakefield LLP (2023: Cushman & Wakefield LLP), an independent valuer. After adjusting investment properties for lease incentive accounting, the book value of investment properties excluding assets held for sale is shown as €2,186.7m (2023: €2,098.5m) as disclosed in note 13.

The Cushman & Wakefield LLP valuation approach is explained in note 2(k).

The fair value of the Group's leased investment properties was determined by management. The book value of leased investment properties is shown as €23.9m (2023: €24.5m) as disclosed in note 13.

As a result of the level of estimation used in arriving at the market valuations, the amounts which may ultimately be realised in respect of any given property may differ from the valuations shown on the statement of financial position. Refer to note 13 for further information, including sensitivity analysis.

Cash flow and covenant compliance forecasts

Cash flow forecasts and covenant compliance forecasts are prepared by management to assess the going concern assumption and viability of the Group. Estimations of future revenue and expenditure are made to determine the expected cash inflows and outflows, considering expectations for occupancy levels, forecast expenditure and the current market climate. The impact of the forecasted cash flows and underlying property valuations are considered when assessing forecast covenant compliance and anticipated levels of headroom on the Group's debt facilities.

Refer to note 2(c) for further details, which includes the assessment of forecasted cash flows and covenant compliance in management's going concern assessment.

Other sources of estimation uncertainty

The following areas of estimation uncertainty are not presented to comply with the requirements of paragraph 125 of IAS 1 as it is not expected there is a risk of a material adjustment to the carrying amount of assets and liabilities within the next financial year. They are presented as additional disclosure of estimates used in the accounts.

Sustainability

In preparing the financial statements, Management considered the impact of climate change, taking into account the relevant disclosures in the Strategic Report, including those made in accordance with the recommendations of the Taskforce on Climate-related Financial Disclosures. The Group also considered the work performed to date in preparing its potential net zero pathway for the German portfolio to 2045 based on the CRREM ("Carbon Risk Real Estate Monitor") methodology, the leading global standard for operational decarbonisation of real estate assets, and in line with the Science Based Target initiative ("SBTi") and the Energy Performance Certificate ("EPC") regulatory requirements for the UK. At the time of preparing the financial statements, the Group expects a limited exposure in relation to the investment properties, based on the current climate-related requirements. On this basis, the Directors concluded that climate change did not have a material impact on the financial reporting judgements and estimates for the period, consistent with this assessment this is not expected to have a significant impact on the Group's going concern of viability assessment.

4. Operating segments

Information on each operating segment based on the geographical location in which the Group operates is provided to the chief operating decision maker, namely the Group's Senior Management Team, on an aggregated basis and represented as operating profit and expenses.

The investment properties that the Group owns are aggregated into segments with similar economic characteristics such as the nature of the property, the products and services it provides, the customer type for the product served, and the method in which the services are provided. The Group's Senior Management Team considers that this is best achieved through the operating segments of the German assets and the UK assets. The Group's investment properties are considered to be their own segment. The properties at each location (Germany and the UK) have similar economic characteristics. These have been aggregated into two operating segments based on location in accordance with the requirements of IFRS 8 Operating Segments. The Group's Senior Management Team considers the two locations to be separate segments. Further disaggregation of the investment properties is disclosed in note 13 owing to the range in values of key inputs and assumptions underpinning the property valuation. Consequently, the Group is considered to have two reportable operating segments, as follows:

•     Germany; and

•     the UK.

Consolidated information by segment is provided on a net operating income basis, which includes revenues made up of gross rents from third parties and direct expenses. All of the gains/losses on property valuations, gains/losses on property disposals, movement in expected credit loss provision, administrative expenses (with depreciation and amortisation shown separately) and the Group's share of profit of associates, are separately disclosed as part of operating profit. Group finance income and expenses (with amortisation of capitalised finance costs shown separately) and change in fair value of derivative financial instruments are also disclosed separately.

Income taxes and depreciation are not reported to the Senior Management Team on a segmented basis. There are no sales between segments.

There is no single tenant that makes up more than 10% of each segment's revenue or Group revenue.


Year ended

31 March 2024


Year ended

31 March 2023

 

Germany

€m

UK

€m

Total

€m

 

Germany

€m

UK

€m

Total

€m

Rental income from investment properties

127.6

37.4

165.0


121.9

32.6

154.5

Rental income from managed properties

-

-

-


5.6

-

5.6

Other income from investment properties

3.9

0.9

4.8


3.6

0.7

4.3

Service charge income from investment properties

73.4

25.9

99.3


66.6

24.0

90.6

Other income from managed properties

4.6

-

4.6


5.3

-

5.3

Service charge income from managed properties

15.1

-

15.1

 

9.8

-

9.8

Revenue

224.6

64.2

288.8

 

212.8

57.3

270.1

Direct costs

(99.3)

(23.7)

(123.0)

 

(96.7)

(20.0)

(116.7)

Net operating income

125.3

40.5

165.8


116.1

37.3

153.4

Gain/(loss) on revaluation of investment properties

40.8

(28.6)

12.2


(3.9)

(5.9)

(9.8)

Gain on disposal of properties

0.9

(0.0)

0.9


-

4.7

4.7

Depreciation and amortisation

(4.1)

(1.0)

(5.1)


(4.2)

(1.3)

(5.5)

Movement in expected credit loss provision

0.9

(0.0)

0.9


(1.0)

-

(1.0)

Other administrative expenses

(34.9)

(9.7)

(44.6)


(36.1)

(6.7)

(42.8)

Share of profit of associates

0.6

-

0.6

 

2.6

-

2.6

Operating profit

129.5

1.2

130.7

 

73.5

28.1

101.6

Finance income

5.5

1.1

6.6


2.5

0.3

2.8

Amortisation of capitalised finance costs

(3.5)

-

(3.5)


(3.3)

-

(3.3)

Other finance expense

(13.0)

(4.3)

(17.3)


(10.8)

(4.2)

(15.0)

Change in fair value of derivative financial instruments

(1.3)

-

(1.3)

 

0.9

-

0.9

Net finance costs

(12.3)

(3.2)

(15.5)

 

(10.7)

(3.9)

(14.6)

Segment profit/(loss) for the year before tax

117.2

(2.0)

115.2

 

62.8

24.2

87.0

 


31 March 2024


31 March 2023

 

Germany

€m

UK

€m

Total

€m

 

Germany

€m

UK

€m

Total

€m

Segment assets








Investment properties

1,735.0

475.6

2,210.6


1,691.6

431.4

2,123.0

Investment in associates

25.2

-

25.2


26.7

-

26.7

Other non-current assets(1)

20.8

2.9

23.7

 

21.9

3.8

25.7

Total segment non-current assets

1,781.0

478.5

2,259.5

 

1,740.2

435.2

2,175.4

(1)   Consists of plant and equipment, intangible assets and right of use assets.

5. Revenue

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Rental income from investment properties

165.0

154.5

Rental income from managed properties

-

5.6

Other income from investment properties

4.8

4.3

Service charge income from investment properties

99.3

90.6

Other income from managed properties

4.6

5.3

Service charge income from managed properties

15.1

9.8

Total revenue

288.8

270.1

The Group manages properties for the investment in associate. As part of this, service charge income from managed properties is generated which relates to costs the Group incur to provide the investment with associate with necessary services.

A reconciliation of the revenue from contracts with customers with the amounts disclosed in the segment information (see note 4) is as follows:


Year ended

31 March 2024


Year ended

31 March 2023

 

Germany

€m

UK

€m

Total

€m

 

Germany

€m

UK

€m

Total

€m

Rental income from investment properties

127.6

37.4

165.0


121.9

32.6

154.5

Rental income from managed properties

-

-

-

 

5.6

-

5.6

Total rental income

127.6

37.4

165.0

 

127.5

32.6

160.1

Other income from investment properties

3.9

0.9

4.8


3.6

0.7

4.3

Service charge income from investment properties

73.4

25.9

99.3


66.6

24.0

90.6

Other income from managed properties

4.6

-

4.6


5.3

-

5.3

Service charge income from managed properties

15.1

-

15.1

 

9.8

-

9.8

Total revenue from contracts with customers

97.0

26.8

123.8

 

85.3

24.7

110.0

Total revenue

224.6

64.2

288.8

 

212.8

57.3

270.1

 

6. Operating profit

The following items have been charged in arriving at operating profit:

Direct costs

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Service charge costs relating to investment properties

99.6

92.8

Costs relating to managed properties

16.3

17.4

Non-recoverable maintenance costs

7.1

6.5

Direct costs

123.0

116.7

 

Movement in expected credit loss provision

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Expected credit loss recognised

7.8

8.7

Expected credit loss reversed

(8.7)

(7.7)

Movement in expected credit loss provision (see note 24)

(0.9)

1.0

The expected credit loss provision has decreased during the year mainly due to the decrease of gross trade receivables.

Administrative expenses

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Audit and non-audit fees to audit firm

1.4

1.7

Legal and professional fees

5.5

6.0

Other administration costs(1)

4.1

5.7

Share-based payments

5.0

5.5

Employee costs

23.8

19.4

Director fees and expenses

0.7

0.7

Depreciation of plant and equipment (see note 15)

1.8

2.1

Amortisation of intangible assets (see note 16)

1.5

1.3

Depreciation of right of use assets (see note 17)

1.8

2.1

Marketing

3.2

3.1

Other expenses not included in FFO

0.9

0.7

Administrative expenses

49.7

48.3

(1)   In Other administration costs the Group recognised €0.2m related to losses from disposal of PPE (see note 15).

Other administration costs include net foreign exchange gains of €3.4m as a result of increasing British pound sterling ("GBP") rates throughout the year (2023: €0.2m loss as a result of declining GBP rates throughout the year).

Employee costs as stated above relate to costs which are not recovered through service charge.

Other expenses not included in FFO relate to the following:

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Other fees for projects(1)

-

2.4

Legal case costs(2)

0.9

0.4

Lease agreement termination fees(3)

-

0.9

Decrease in tax liabilities recognised on acquisition of the BizSpace Group(4)

-

(3.0)

Total

0.9

0.7

Other expenses not included in FFO are items outside the normal course of business and therefore have been identified as expenses not included in the FFO calculation.

(1) The other fees for projects amounting to €2.4m for the year ended 31 March 2023 were related to capital management measures undertaken by the Group.

(2) The legal case costs amounting to €0.9m relate to the legal case mentioned in note 22 (2023: €0.4m).

(3) The lease agreement termination fee amounting to €0.9m for the twelve month period ended 31 March 2023 relate to what was paid in compensation for early termination of a rental contract at the end of July 2022 within the UK segment of the Group.

(4) In the prior year, the Group identified an error in the accrual of tax liabilities arising in the BizSpace Group as at 31 March 2022, resulting in an overstatement of the tax liability of €5.0m, of which €3.0m arose on acquisition. These were assessed as not being material to the 31 March 2022 financial statements and the reduction in the liability was recorded in the 31 March 2023 financial statements. The amounts were recorded within other expenses not included in FFO and the taxation (see note 10) lines of the income statement.

Audit fees

The following services have been provided by the Group's auditor:

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Audit fees to audit firm:



Audit of consolidated financial statements

1.0

1.0

Audit of subsidiary undertakings

0.3

0.2

Total audit fees

1.3

1.2

Audit related assurance services

0.1

0.1

Other assurance services

-

0.4

Total assurance services

0.1

0.5

Total fees for non-audit services

0.1

0.5

Total fees

1.4

1.7

 

7. Employee costs and numbers

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Wages and salaries

33.9

30.7

Social security costs

5.0

4.3

Defined contribution pension scheme

0.4

0.5

Other employment costs

0.9

0.9

Total

40.2

36.4

Included in the costs related to wages and salaries for the year are expenses of €5.0m (2023: €5.5m) relating to the granting or award of shares (see note 8). The costs for all periods include those relating to Executive Directors.

All employees are employed directly by one of the following Group subsidiary companies: Sirius Facilities GmbH, Sirius Facilities (UK) Limited, Curris Facilities & Utilities Management GmbH, SFG NOVA GmbH, Sirius Finance (Cyprus) Limited, BizSpace Limited, BizSpace II Limited, M25 Business Centres Limited and Sirius Corporate Services B.V. The average number of people employed by the Group during the year was 428 (2023: 421), expressed in full-time equivalents. In addition, as at 31 March 2024, the Board of Directors consists of six Non-Executive Directors (2023: six) and two Executive Directors (2023: two).

8. Employee schemes

Equity-settled share-based payments

2018 LTIP

The LTIP for the benefit of the Executive Directors and the Senior Management Team was approved in 2018. Awards granted under the LTIP are made in the form of nil-cost options which vest after the three year performance period with vested awards being subject to a further holding period of two years. Awards are split between ordinary and outperformance awards. Ordinary awards carry both adjusted net asset value per share ("TNR") (two-thirds of award) and relative total shareholder return ("TSR") (one-third of award) performance conditions and outperformance awards carry a sole TNR performance condition. Awards are equity settled. The employees' tax obligation will be determined upon the vesting date of the share issue.

The following assumptions were used in calculating the fair value per share for the TNR and TSR elements of the awards that were granted:


June 2019

grant

 

June 2020

grant

 

 

TNR

TSR

 

TNR

TSR

 

Valuation methodology

Black-Scholes

Monte-Carlo


Black-Scholes

Monte-Carlo


Calculation for

2/3 ordinary award/

outperformance award

1/3 ordinary

 award


2/3 ordinary

 award

1/3 ordinary award


Total charge for the award - €m

2.1


2.3


Expected lapse rate

0%

0%


0%

0%


Share price at grant date - €

0.73

0.73


0.84

0.84


Exercise price - €

nil

nil


nil

nil


Expected volatility - %(1)

23.8

23.8


38.5

38.5


Performance projection period - years

2.80

2.67


2.79

2.67


Expected dividend yield - %

4.56

4.56


4.28

4.28


Risk-free rate based on European

(0.695) p.a.

(0.695) p.a.


(0.68) p.a.

(0.68) p.a.


Expected outcome of performance conditions - %

100/25

100


88.8

n/a


Fair value per share - €

0.643

0.340


0.745

0.564


Weighted average fair value of share - €(2)

0.54


0.68


Number of shares granted

2,506,667/690,000

1,253,333(3)


2,400,000

1,200,000


Forfeited during the performance period

-


500,000


(1)   Assumptions considered in this model include: expected volatility of the Company's share price, as determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant and commensurate with the expected life of the awards; dividend yield based on the actual dividend yield as a percentage of the share price at the date of grant; performance projection period; risk-free rate; and correlation between comparators.

(2)   Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Group in respect of the awards.

(3)   Another 93,039 share awards have been granted throughout the performance period as part of dividend equivalents.

The June 2019 grant vested on 18 July 2022. Vesting was at partial level for all participants resulting in the exercise of 1,620,093 shares with a weighted average share price of €1.02 at the date of exercise. 1,391,585 shares have been surrendered in relation to the partial settlement of certain participants' tax liabilities arising in respect of the vesting. An amount of €1.7m was paid for the participants' tax liabilities.

The remaining 1,531,361 shares vested on 23 November 2022. Final vesting resulted in the exercise of 811,621 shares with a weighted average share price of €1.02 at the date of exercise. 719,740 shares have been surrendered in relation to the settlement of certain participants' tax liabilities arising in respect of the vesting. An amount of €0.8m was paid for the participants' tax liabilities in the year ended 31 March 2024.

The June 2020 grant vested on 22 May 2023. Vesting resulted in the exercise of 1,859,000 shares with a weighted average share price of €1.02 at the date of exercise. 1,241,000 shares have been surrendered in relation to the partial settlement of certain participants' tax liabilities arising in respect of the vesting. An amount of €1.3m was paid for the participants' tax liabilities.

2021 LTIP

The LTIP for the benefit of the Executive Directors and the Senior Management Team was approved in 2021. Awards granted under the LTIP are made in the form of nil-cost options which vest after the three year performance period with vested awards being subject to a further restricted period of two years when shares acquired on exercise cannot be sold. Awards are subject to TNR (two-thirds of award) and relative TSR (one-third of award) performance conditions. Awards are equity settled. The employees' tax obligation will be determined upon the vesting date of the share issue.

The following assumptions were used in calculating the fair value per share for the TNR and TSR elements of the awards that were granted:


August 2021

grant

 

July 2022

grant

 

June 2023
grant

 

September 2023

grant

 

TNR

TSR

 

TNR

TSR

 

TNR

TSR

 

TNR

TSR

Valuation methodology

Black-Scholes

Monte-Carlo


Black-Scholes

Monte-Carlo


Black-Scholes

Monte-Carlo


Black-Scholes

Monte-Carlo

Calculation for

2/3 ordinary award

1/3 ordinary award


2/3 ordinary award

1/3 ordinary award


2/3 ordinary award

1/3 ordinary award


2/3 ordinary award

1/3 ordinary award

Total charge for the award - €m

4.7


2.6


2.9


0.8

Expected lapse rate

0%

0%


0%

0%


0%

0%


0%

0%

Share price at grant date - €

1.39

1.39


1.05

1.05


1.04

1.04


1.03

1.03

Exercise price - €

nil

nil


nil

nil


nil

nil


nil

nil

Expected volatility - %(1)

40.5

40.5


41.2

41.2


32.7

32.7


31.4

31.4

Expected life - years

2.91

2.91


2.95

2.95


2.97

2.97


2.68

2.68

Performance projection period - years

2.66

2.66


2.70

2.70


2.81

2.81


2.52

2.52

Expected dividend yield - %

2.79

2.79


4.21

4.21


5.52

5.52


5.47

5.47

Risk-free rate based on European treasury bonds rate of return - %

(0.817) p.a.

(0.817) p.a.


0.609 p.a.

0.609 p.a.


2.65 p.a.

2.65 p.a.


3.05 p.a.

3.05 p.a.

Fair value per share - €

1.28 (2)

0.84 (3)


0.93 (2)

0.40 (3)


0.88(2)

0.59(3)


0.89 (2)

0.71 (3)

Weighted average fair value of share - €(4)

1.13


0.75


0.77


0.83

Number of shares granted

2,769,413

1,384,706


2,320,019

1,160,009


2,462,171

1,231,086


604,001

302,001

Forfeited during the performance period

725,000


635,000


-


-

(1) Expected volatility of the Company's share price was determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant, commensurate with the term to the end of the performance period.

(2) In accordance with IFRS 2 Share-based Payment ("IFRS 2"), TNR is classed as a non-market performance condition. As such, the fair value has been calculated using a Black-Scholes model and does not take the expected outcome of the performance condition into account. The Company currently estimates the expected vesting outcome for the TNR award to be 100%.

(3) In accordance with IFRS 2, relative TSR is classed as a market-based performance condition. As such, projected performance and the likelihood of achieving the condition have been taken into account when calculating the fair value using a Monte-Carlo model. The model also uses assumptions for the expected volatility of comparator companies, the pairwise correlation between comparator companies and TSR performance between the start of the performance period and the date of grant.

(4) Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Group in respect of the awards.

2021 SIP

A SIP for the benefit of senior employees was approved in 2021. Awards granted under the SIP are made in the form of a conditional right to receive a specified number of shares for nil cost which vest after the three year performance period with vested awards being subject to a further restricted period of one year when shares cannot be sold. Awards are subject to TNR (two-thirds of award) and relative TSR (one-third of award) performance conditions. Awards are equity settled. The employees' tax obligation will be determined upon the vesting date of the share issue.

The following assumptions were used in calculating the fair value per share for the TNR and TSR elements of the awards that were granted:

 

September 2021

grant

 

April 2022

grant

 

August 2022

grant

 

TNR

TSR

 

TNR

TSR

 

TNR

TSR

Valuation methodology

Black-Scholes

Monte-Carlo


Black-Scholes

Monte-Carlo


Black-Scholes

Monte-Carlo

Calculation for

2/3 ordinary

award

1/3 ordinary

award


2/3 ordinary award

1/3 ordinary award


2/3 ordinary award

1/3 ordinary award

Total charge for the award - €m

3.7


0.03


1.5

Expected lapse rate

0%

0%


0%

0%


0%

0%

Share price at grant date - €

1.49

1.49


1.51

1.51


1.13

1.13

Exercise price - €

n/a

n/a


n/a

n/a


n/a

n/a

Expected volatility - %(1)

40.7

40.7


32.5  

32.5


29.7

29.7

Expected life - years

3.48

3.48


2.92

2.92


2.58

2.58

Performance

projection period - years

2.56

2.56


2.00

2.00


1.66

1.66

Expected dividend yield - %

2.60

2.60


2.93

2.93


3.96

3.96

Risk-free rate based on European treasury bonds rate of return - %

(0.737) p.a.

(0.737) p.a.


(0.074) p.a.

(0.074) p.a.


0.184 p.a.

0.184 p.a.

Fair value per share - €

1.36 (2)

0.92 (3)


1.39 (2)

0.89 (3)


1.02 (2)

0.46 (3)

Weighted average fair value of share - €(4)

1.21


1.22


0.83

Number of shares granted

2,049,667

1,024,833


20,000

10,000


1,166,667

583,333

Forfeited during the performance period

558,500

 

30,000

 

380,000











 

 

June 2023(UK)

grant

 

June 2023

grant

 

September 2023

grant

 

 

TNR

TSR

 

TNR

TSR

 

TNR

TSR

 

Valuation methodology

Black-Scholes

Monte-Carlo


Black-Scholes

Monte-Carlo


Black-Scholes

Monte-Carlo

 

Calculation for

2/3 ordinary

award

1/3 ordinary

award


2/3 ordinary

award

1/3 ordinary

award


2/3 ordinary

award

1/3 ordinary

award

 

1.5


0.4


0.4

 

Expected lapse rate

0%

0%


0%

0%


0%

0%

 

Share price at grant date - €

1.04

1.04


1.04

1.04


1.03

1.03

 

Exercise price - €

n/a

n/a


n/a

n/a


n/a

n/a

 

Expected volatility - %(1)

32.7

32.7


32.7

32.7


31.3

31.3

 

Expected life - years

3.73

3.73


2.97

2.97


3.49

3.49

 

Performance

projection period - years

2.81

2.81


2.81

2.81


2.57

2.57

 

Expected dividend yield - %

5.52

5.52


5.52

5.52


5.60

5.60

 

Risk-free rate based on European treasury bonds rate of return - %

2.65 p.a.

2.65 p.a.


2.65 p.a.

2.65 p.a.


2.82 p.a.

2.82 p.a.

 

Fair value per share - €

0.85 (2)

0.56(3)


0.88 (2)

0.60(3)


0.85 (2)

0.6 5(3)

 

Weighted average fair value of share - €(4)

0.77


0.77


0.78

 

Number of shares granted

1,333,333

666,667


333,333

166,667


426,667

213,333

 

Forfeited during the performance period

-

 

-

 

-














(1) Expected volatility of the Company's share price was determined by calculating the historical volatility of the Company's share price over the period immediately prior to the date of grant, commensurate with the term to the end of the performance period.

(2) In accordance with IFRS 2, TNR is classed as a non-market performance condition. As such, the fair value has been calculated using a Black-Scholes model and does not take the expected outcome of the performance condition into account. The Company currently estimates the expected vesting outcome for the TNR award to be 100%.

(3) In accordance with IFRS 2, relative TSR is classed as a market-based performance condition. As such, projected performance and the likelihood of achieving the condition have been taken into account when calculating the fair value using a Monte-Carlo model. The model also uses assumptions for the expected volatility of comparator companies, the pairwise correlation between comparator companies and TSR performance between the start of the performance period and the date of grant.

(4) Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Group in respect of the awards.

Deferred Bonus Plan

The Deferred Bonus Plan ("DBP") is subject to rules approved by the Board and to the Directors' Remuneration Policy (approved by shareholders triennially) for Executive Directors of Sirius Real Estate Limited and two members of the Senior Management Team within the Group.

The participants are subject to annual performance bonus conditions and objectives to be agreed by the Remuneration Committee. At the end of the applicable financial year, and on receipt of an annual performance bonus, as determined by the Remuneration Committee, 50% or 65% depending on the participants are awarded as cash with the remainder transferred into shares in the Company. Of the remaining 50% or 35% for certain participants to be transferred in shares, half is deferred for one year and the remaining half is deferred for two years.

On 6 June 2023 an amount of 194,194 shares vested with a weighted average share price of €1.02 at the date of exercise. 109,477 shares have been surrendered in relation to the partial settlement of certain participants' tax liabilities arising in respect of the vesting. An amount of €0.1m was paid for the participants' tax liabilities.

On 7 July 2023 an amount of 6,347 shares vested with a weighted average share price of €1.02 at the date of exercise. No shares have been surrendered in relation to the settlement of tax liabilities arising in respect of the vesting.

Number of share awards

Movements in the number of awards outstanding are as follows:

 

 

Year ended
31 March 2024


Year ended
31 March 2023

 

Number of

share awards

Weighted

average

exercise

price

€m

 

Number of

share awards

Weighted

average

exercise

price

€m

Balance outstanding as at the beginning of the year (nil exercisable)

14,478,647

-


15,278,619

-

Maximum granted during the year

9,410,131

-


5,353,067

-

Forfeited during the year

(1,218,500)

-


(1,610,000)

-

Exercised during the year

(2,059,541)

-


(2,431,714)

-

Shares surrendered to cover employee tax obligations

(1,350,477)

-

 

(2,111,325)

-

Balance outstanding as at year end (nil exercisable)

19,260,260

-

 

14,478,647

-

The weighted average remaining contractual life for the share awards outstanding as at 31 March 2024 was 1.42 years (2023: 1.91 years).

Employee benefit schemes

A reconciliation of share-based payments and employee benefit schemes and their impact on the consolidated income statement is as follows:

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Charge relating to 2018 LTIP - June 2020 grant

-

0.8

Charge relating to 2021 LTIP - August 2021 grant

1.0

1.6

Charge relating to 2021 LTIP - July 2022 grant

0.6

0.6

Charge relating to 2021 LTIP - June 2023 grant

0.8

-

Charge relating to 2021 LTIP - September 2023 grant

0.1

-

Charge relating to 2021 SIP - September 2021 grant

0.6

1.1

Charge relating to 2021 SIP - April 2022 grant

0.0

0.0

Charge relating to 2021 SIP - August 2022 grant

0.4

0.4

Charge relating to 2021 SIP - June 2023 grant

0.4

-

Charge relating to 2021 SIP - September 2023 grant

0.1

-

DBP

1.0

1.0

Total consolidated income statement charge relating to share-based payments

5.0

5.5

An amount of €5.0m (2023: €5.5m) is recognised in other distributable reserves as per the consolidated statement of changes in equity. In addition, an amount of €2.2m (2023: €1.7m) has been paid for participants' tax liabilities in relation to share-based payment schemes.

9. Finance income, finance expense and change in fair value of derivative financial instruments

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Bank interest income

4.4

0.6

Finance income from associates

2.2

2.2

Finance income

6.6

2.8

Bank loan interest expense

(15.9)

(13.6)

Interest expense related to lease liabilities (see note 17)

(1.1)

(1.1)

Amortisation of capitalised finance costs

(3.5)

(3.3)

Total interest expense

(20.5)

(18.0)

Bank charges

(0.3)

(0.3)

Other finance costs

(0.3)

(0.3)

Finance expense

(20.8)

(18.3)

Change in fair value of derivative financial instruments

(1.3)

0.9

Net finance expense

(15.5)

(14.6)

The change in fair value of derivative financial instruments of €1.3m (2023: €0.9m) reflects the change in the market valuation of these financial instruments.

10. Taxation

Consolidated income statement

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Current income tax



Current income tax charge

(3.7)

(4.8)

Current income tax charge relating to disposals of investment properties

(1.0)

-

Adjustments in respect of prior periods(1)

(0.1)

1.8

Total current income tax

(4.8)

(3.0)

Deferred tax



Relating to origination and reversal of temporary differences

(2.5)

(4.3)

Total deferred tax

(2.5)

(4.3)

Income tax charge reported in the income statement

(7.3)

(7.3)

(1)  In the prior year, the Group identified an error in the accrual of tax liabilities arising in the BizSpace Group as at 31 March 2022, resulting in an overstatement of the tax liability of €5.0m of which €3.0m arose on acquisition. These were assessed as not being material to the 31 March 2022 financial statements and the reduction in the liability was recorded in the 31 March 2023 financial statements. The amounts were recorded within other expenses not included in FFO (see note 6) and the taxation lines of the income statement.

The German corporation tax rate of 15.825% is used in the tax reconciliation for the Group. Taxation for other jurisdictions is calculated at the rates prevailing in each jurisdiction.

The reconciliation of the effective tax rate is explained below:

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Profit before tax

115.2

87.0

Current tax using the German corporation tax rate of 15.825% (2023: 15.825%)

18.2

13.8

Effects of:



Deductible interest on internal financing(1)

(5.3)

(4.4)

Tax exempt loss/(gain) from selling of investments and dividends(2)

0.2

(0.4)

Non-deductible expenses

0.5

(0.3)

Change in unrecognised deferred tax - tax effect of utilisation of tax losses not previously recognised(3)

(8.5)

2.8

Adjustments in respect of prior periods(4)

0.1

(1.8)

German trade tax

0.2

0.4

Tax exempt income under REIT regime(5)

1.8

(3.7)

Difference in foreign tax rates(6)

0.1

0.9

Total income tax charge in the income statement

7.3

7.3

(1) The item refers to intra-group financing and also includes the difference in foreign tax rates within the jurisdiction of the recipient of the interest income and the German corporation tax rate.

(2) The tax exempt gain from selling of investments and dividends in the prior year relates to the profits of associates only. Within the current year, there will be a tax payable on a gain realised within a restructuring within the Group.

(3) Due to merging companies within the current year, the Group could utilise €5.3m available tax losses to offset profits. On 27 March 2024 the Growth Opportunities Act was enacted which improves the deduction of tax losses. Accordingly, the Group could utilise additional amounts of unrecognised tax losses.

(4) To align with tax returns filed for previous years, an adjustment (primarily arising on tax gains on disposal of investment properties) has been made within the prior financial year.

(5) The BizSpace Group has entered into the UK REIT regime effective from 1 April 2022 which exempts income from property rental business and profits from disposal of assets from UK tax charge. On the other hand, losses from revaluation are not tax deductible which resulted in an increase of the current year tax charge.

(6) As the UK corporation tax rate at 31 March 2024 was 25% (2023: 19%), this item shows the difference between this rate and the German corporation tax rate of 15.825% used in the above reconciliation.

Deferred tax assets and liabilities

Recognised deferred tax assets and liabilities are attributable to the following:


Consolidated statement of financial position


Consolidated income statement


31 March 2024

31 March 2023


Year ended

31 March 2024

Year ended

31 March 2023

 

€m

€m

 

€m

€m

Revaluation of investment property

(107.3)

(99.5)


(7.8)

(4.1)

Lease incentives

(0.7)

(0.7)


0.0

(0.1)

Fixed asset temporary differences

(0.0)

(0.1)


0.1

(0.2)

Financial instruments

-

(0.2)


0.2

(0.2)

Fair value adjustment on leased investment properties (assets)

3.6

3.9


(0.3)

(0.2)

Fair value adjustment on leased investment properties (liabilities)

(3.4)

(3.8)


0.4

0.5

Recognised tax losses set-off against temporary differences

25.1

20.2

 

4.9

(0.1)

Deferred tax income/(expense)




(2.5)

(4.3)

Deferred tax liabilities

(82.7)

(80.2)

 



The Group has not recognised a deferred tax asset on €191.2m (2023: €240.2m) of tax losses carried forward and future share scheme deductions as it is not considered probable that future profits will be available to offset the deferred tax asset against. There is no expiration date on the losses and future share scheme tax deductions will convert to tax losses on realisation.

A change in ownership of the Group may result in restriction on the Group's ability to use tax losses in certain tax jurisdictions.

A deferred tax liability is recognised on temporary differences of €nil (2023: €nil) relating to the unremitted earnings of overseas subsidiaries as the Group is able to control the timing of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

The following is the analysis of the deferred tax balances (after offset) by jurisdiction:


Assets


Liabilities


Net


31 March 2024

31 March 2023


31 March 2024

31 March 2023


31 March 2024

31 March 2023

 

€m

€m

 

€m

€m

 

€m

€m

UK

-

-


-

-


-

-

Germany

28.7

24.1


(111.4)

(104.4)


(82.7)

(80.2)

Cyprus

-

-

 

-

-

 

-

-

Deferred tax assets/(liabilities)

28.7

24.1

 

(111.4)

(104.4)

 

(82.7)

(80.2)

 

Current tax assets and liabilities

The following is the analysis of the current tax balances (after offset) by jurisdiction:


Assets

 


Liabilities

 


Net

 


31 March 2024

31 March 2023


31 March 2024

31 March 2023


31 March 2024

31 March 2023

 

€m

€m

 

€m

€m

 

€m

€m

UK

-

-


-

(0.4)


-

(0.4)

Germany

-

-


(6.5)

(4.6)


(6.5)

(4.6)

Cyprus

-

-

 

(0.5)

(0.4)

 

(0.5)

(0.4)

Current tax liabilities

-

-

 

(7.0)

(5.4)

 

(7.0)

(5.4)

 

11. Earnings per share

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

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Earnings attributable to the owners of the Company



Basic earnings

107.8

79.6

Diluted earnings

107.8

79.6

EPRA earnings

101.1

88.2

Diluted EPRA earnings

101.1

88.2

Headline earnings

100.0

89.0

Diluted headline earnings

100.0

89.0

Adjusted



Basic earnings

107.8

79.6

(Deduct gain)/add loss on revaluation of investment properties

(12.2)

9.8

Deduct gain on disposal of properties

(0.9)

(4.7)

Tax in relation to the revaluation gains/losses of investment properties and gains/losses on disposal of properties above less REIT related tax effects

3.7

4.2

NCI relating to revaluation (net of related tax)

0.0

-

NCI relating to gain on disposal of properties (net of related tax)

0.0

-

Add loss on revaluation of investment property relating to associates

1.6

0.5

Tax in relation to the revaluation gains/losses on investment property relating to associates above

(0.0)

(0.4)

Headline earnings after tax

100.0

89.0

Add/(deduct) change in fair value of derivative financial instruments (net of related tax and NCI)

1.1

(0.8)

Deduct revaluation loss relating to leased investment properties (net of related tax)

(0.8)

(1.5)

Add adjusting items (net of related tax and NCI)

5.9

6.2

Adjusted earnings after tax

106.2

92.9

Number of shares



Weighted average number of ordinary shares for the purpose of basic, headline, adjusted and basic EPRA earnings per share

1,231,991,541

1,167,757,975

Weighted average number of ordinary shares for the purpose of diluted earnings, diluted headline earnings, diluted adjusted earnings and diluted EPRA earnings per share

1,249,500,420

1,183,626,763

Basic earnings per share

8.75c

6.82c

Diluted earnings per share

8.63c

6.73c

Basic EPRA earnings per share

8.21c

7.55c

Diluted EPRA earnings per share

8.10c

7.45c

Headline earnings per share

8.12c

7.62c

Diluted headline earnings per share

8.01c

7.52c

Adjusted earnings per share

8.62c

7.96c

Adjusted diluted earnings per share

8.50c

7.85c

Adjusting items in the above table are made up from the following (as stated within administrative expenses):

 

Notes

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Other expenses not included in FFO

6

0.9

0.7

Share-based payments

6

5.0

5.5

Adjusting items

 

5.9

6.2

The following table shows the reconciliation of basic to headline earnings, separately disclosing the impact before tax (gross column) and after tax (net column):


Year ended

31 March 2024


Year ended

31 March 2023

 

Gross

€m

Net

€m

 

Gross

€m

Net

€m

Basic earnings


107.8



79.6

(Deduct gain)/add loss on revaluation of investment properties

(12.2)

(9.5)


9.8

14.0

(Deduct gain)/add loss on disposal of properties

(0.9)

0.1


(4.7)

(4.7)

NCI relating to revaluation

0.0

0.0


0.1

-

NCI relating to gain on disposal of properties

0.0

0.0


-

-

Add loss on revaluation of investment property relating to associates

1.6

1.6

 

0.5

0.1

Headline earnings

 

100.0

 

 

89.0

 

EPRA earnings

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Basic and diluted earnings attributable to owners of the Company

107.8

79.6

(Deduct gain)/add loss on revaluation of investment properties

(12.2)

9.8

Add loss/(deduct gain) on disposal of properties (net of related tax)

0.1

(4.7)

Change in fair value of derivative financial instruments

1.3

(0.9)

Deferred tax in respect of EPRA earnings adjustments

2.5

4.3

NCI relating to revaluation (net of related tax)

0.0

-

NCI relating to gain on disposal of properties (net of related tax)

0.0

-

Add loss on revaluation of investment property relating to associates

1.6

0.5

Tax in relation to the revaluation gains/losses on investment property relating to associates

(0.0)

(0.4)

EPRA earnings

101.1

88.2

For more information on EPRA earnings refer to Annex 1.

For the calculation of basic, headline, adjusted, EPRA and diluted earnings per share the number of shares does not include 7,292,222 own shares held (2023: 7,492,763 shares), which are held by an Employee Benefit Trust on behalf of the Group.

The weighted average number of shares for the purpose of diluted, diluted EPRA, diluted headline and adjusted diluted earnings per share is calculated as follows:

 

Year ended

31 March 2024

Year ended

31 March 2023

Weighted average number of ordinary shares for the purpose of basic, basic EPRA, headline and adjusted earnings per share

1,231,991,541

1,167,757,975

Weighted average effect of grant of share awards

17,508,879

15,868,789

Weighted average number of ordinary shares for the purpose of diluted, diluted EPRA, diluted headline and adjusted diluted earnings per share

1,249,500,420

1,183,626,764

 

12. Net asset value per share

 

31 March 2024

€m

31 March 2023

€m

Net asset value



Net asset value for the purpose of assets per share (total equity attributable to the owners of the Company)

1,407.3

1,197.1

Deferred tax liabilities (see note 10)

82.7

80.2

Derivative financial instruments at fair value

-

(1.3)

Adjusted net asset value attributable to the owners of the Company

1,490.0

1,276.0

Number of shares



Number of ordinary shares for the purpose of net asset value per share and adjusted net asset value per share

1,340,848,147

1,168,371,222

Number of ordinary shares for the purpose of EPRA NRV, NTA and NDV per share

1,360,108,407

1,182,849,869

Net asset value per share

104.96c

102.46c

Adjusted net asset value per share

111.12c

109.21c

 

31 March 2024

EPRA NRV

€m

EPRA NTA

€m

EPRA NDV

€m

Net asset value as at year end (basic)

1,407.3

1,407.3

1,407.3

Diluted EPRA net asset value at fair value

1,407.3

1,407.3

1,407.3

Group




Derivative financial instruments at fair value

-

-

n/a

Deferred tax in respect of EPRA fair value movements on investment properties

82.7

82.7 (1)

n/a

Intangibles as per note 16

n/a

(3.3)

n/a

Fair value of fixed interest rate debt

n/a

n/a

114.7

Real estate transfer tax

170.3

n/a

n/a

Investment in associate




Deferred tax in respect of EPRA fair value movements on investment properties

7.0

7.0(1)

n/a

Fair value of fixed interest rate debt

n/a

n/a

6.7

Real estate transfer tax

9.4

n/a

n/a

Total EPRA NRV, NTA and NDV

1,676.7

1,493.7

1,528.7

EPRA NRV, NTA and NDV per share

123.28c

109.82c

112.40c

 

31 March 2023

EPRA NRV

€m

EPRA NTA

€m

EPRA NDV

€m

Net asset value as at year end (basic)

1,197.1

1,197.1

1,197.1

Diluted EPRA net asset value at fair value

1,197.1

1,197.1

1,197.1

Group




Derivative financial instruments at fair value

(1.3)

(1.3)

n/a

Deferred tax in respect of EPRA fair value movements on investment properties

80.2

80.1 (1)

n/a

Intangibles as per note 16

n/a

(4.1)

n/a

Fair value of fixed interest rate debt

n/a

n/a

99.2

Real estate transfer tax

164.4

n/a

n/a

Investment in associate




Deferred tax in respect of EPRA fair value movements on investment properties

7.0

7.0(1)

n/a

Fair value of fixed interest rate debt

n/a

n/a

9.9

Real estate transfer tax

9.3

n/a

n/a

Total EPRA NRV, NTA and NDV

1,456.7

1,278.8

1,306.2

EPRA NRV, NTA and NDV per share

123.15c

108.11c

110.43c

(1) The Group intends to hold and does not intend in the long term to sell any of the investment properties and has excluded such deferred taxes for the whole portfolio as at year end.

For more information on adjusted net asset value and EPRA NRV, NTA and NDV, refer to Annex 1.

The number of ordinary shares for the purpose of EPRA NRV, NTA and NDV per share is calculated as follows:

 

31 March 2024

31 March 2023

Number of ordinary shares for the purpose of net asset value per share and adjusted net asset value per share

1,340,848,147

1,168,371,222

Effect of grant of share awards

19,260,260

14,478,647

Number of ordinary shares for the purpose of EPRA NRV, NTA and NDV per share

1,360,108,407

1,182,849,869

The number of shares does not include 7,292,222 own shares held (2023: 7,492,763 shares), which are held by an Employee Benefit Trust on behalf of the Group.

13. Investment properties

The movement in the book value of investment properties is as follows:

 

31 March 2024

€m

3 March 2023

€m

Total investment properties at book value as at the beginning of the year

2,123.0

2,100.0

Additions - owned investment properties

74.1

44.7

Additions - leased investment properties

-

1.4

Capital expenditure and broker fees

37.7

29.9

Disposals

(48.9)

(17.1)

Reclassified as investment properties held for sale (see note 14)

-

(8.8)

Gain on revaluation above capex and broker fees

12.4

(7.7)

Adjustment in respect of lease incentives

0.7

(0.6)

Loss on revaluation relating to leased investment properties

(0.9)

(1.5)

Foreign exchange differences

12.5

(17.3)

Total investment properties at book value as at year end(1)

2,210.6

2,123.0

(1)   Excluding assets held for sale.

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

 

31 March 2024

€m

31 March 2023

€m

Owned investment properties at market value per valuer's report(1)

2,190.6

2,103.1

Adjustment in respect of lease incentives

(3.9)

(4.6)

Leased investment property market value

23.9

24.5

Total investment properties at book value as at year end(1)

2,210.6

2,123.0

(1)   Excluding assets held for sale.

The fair value (market value) of the Group's owned investment properties as at year end has been arrived at on the basis of a valuation carried out at that date by Cushman & Wakefield LLP (2023: Cushman & Wakefield LLP), an independent valuer accredited by the Royal Institute of Chartered Surveyors ("RICS"). The fee arrangement with Cushman & Wakefield LLP for the valuation of the Group's properties is fixed, subject to an adjustment for acquisitions and disposals.

The value of each of the properties has been assessed in accordance with the RICS valuation standards on the basis of market value. The methodology and assumptions used to determine the fair values of the properties are consistent with the previous year.

The weighted average lease expiry remaining across the owned portfolio in Germany as at year end was 2.7 years (2023: 2.8 years). The weighted average lease expiry remaining across the owned portfolio in the UK as at year end was 1.17 years (2023: 1.01 years). Licence agreements in the UK are rolling and are included in the valuation.

The fair value (market value) of the Group's leased investment properties as at year end has been arrived at on the basis of a valuation carried out by management using discounted cash flows similar to the approach of Cushman & Wakefield LLP. A sensitivity analysis is not provided on the lease investment properties as the balance is not considered material to the financial statements.

The reconciliation of loss or gain on revaluation above capex as per the consolidated income statement is as follows:

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Gain/(loss) on revaluation above capex and broker fees

12.4

(7.7)

Adjustment in respect of lease incentives

0.7

(0.6)

Loss on revaluation relating to leased investment properties

(0.9)

(1.5)

Gain/(loss) on revaluation of investment properties reported in the income statement

12.2

(9.8)

Included in the loss or gain on revaluation of investment properties reported in the income statement are gross gains of €76.4m and gross losses of €64.2m (2023: gross gains of €39.2m and gross losses of €49.0m).

Other than the capital commitments disclosed in note 31, the Group is under no contractual obligation to purchase, construct or develop any investment property. The Group is responsible for routine maintenance of the investment properties.

All investment properties are categorised as Level 3 fair values as they use significant unobservable inputs. There have not been any transfers between levels during the year. Investment properties have been classed according to their asset type. Information on these significant unobservable inputs per class of investment property is disclosed below (excluding leased investment properties).

The valuation for owned investment properties (including assets classified as held for sale) is performed on a lease-by-lease basis due to the mixed-use nature of the sites using the discounted cash flow technique for the German portfolio and on a capitalised income basis (where income is capitalised by an appropriate yield which reflects the age, location, ownership, customer base and agreement type) for the UK portfolio. This gives rise to large ranges in the inputs.


Market

value

€m 

Current rental rate

per sqm


Market rental rate

per sqm


Occupancy

%


Gross initial yield

%


Net initial yield %


Discount factor

%


Void period months

31 March 2024

Low

High

 

Low

High

 

Low

High

 

Low

High

 

Low

High

 

Low

High

 

Low

High

Traditional business parks






















Mature

392.4

2.88

9.09


2.75

7.99


89.5

100.0


4.9

9.9


4.1

7.6


4.4

7.1


6

15

Value add

572.0

3.81

8.56

 

3.85

7.82

 

57.1

98.4

 

4.5

9.2

 

1.7

6.3

 

4.5

7.3

 

9

18

Total traditional business parks

964.4

2.88

9.09

 

2.75

7.99

 

57.1

100.0

 

4.5

9.9

 

1.7

7.6

 

4.4

7.3

 

6

18

Modern business parks






















Mature

230.6

5.67

11.20


4.30

10.35


94.4

100.0


5.5

9.7


4.6

8.8


4.3

5.4


6

12

Value add

258.5

4.69

10.84

 

4.22

8.65

 

58.0

87.3

 

5.3

8.6

 

4.0

6.9

 

5.3

6.8

 

9

18

Total modern business parks

489.1

4.69

11.20

 

4.22

10.35

 

58.0

100.0

 

5.3

9.7

 

4.0

8.8

 

4.3

6.8

 

6

18

Office






















Mature

46.9

12.27

15.52


9.66

11.14


90.9

93.5


7.4

8.7


6.2

7.3


4.9

4.9


9

9

Value add

228.6

7.47

12.46

 

6.60

12.20

 

54.4

89.2

 

4.0

9.4

 

2.3

6.9

 

5.3

7.1

 

9

15

Total office

275.5

7.47

15.52

 

6.60

12.20

 

54.4

93.5

 

4.0

9.4

 

2.3

7.3

 

4.9

7.1

 

9

15

Total Germany

1,729.0

2.88

15.52

 

2.75

12.20

 

54.4

100.0

 

4.0

9.9

 

1.7

8.8

 

4.3

7.3

 

6

18

 


Market

value

€m 

Current
rental rate

per sqm


Market rental
rate

per sqm


Occupancy

%


Net initial yield

%


Void period

months

31 March 2024

Low

High

 

Low

High

 

Low

High

 

Low

High

 

Low

High

Total mixed-use schemes

153.2

0.56

28.74

 

5.69

47.89

 

46.6

96.6

 

1.4

13.3

 

4

12

Total office

136.5

1.28

45.29

 

8.16

26.23

 

46.7

100.0

 

1.3

16.0

 

4

12

Total industrial

171.9

2.12

12.70

 

3.40

14.14

 

56.2

99.9

 

4.4

11.9

 

4

12

Total UK

461.6

0.56

45.29

 

3.40

47.89

 

46.6

100.0

 

1.3

16.0

 

4

12

 


Market

value

€m

Current rental rate

per sqm


Market rental rate

per sqm


Occupancy

%


Gross initial yield

%


Net initial yield %


Discount factor

%


Void period months

31 March 2023

 

Low

High

 

Low

High

 

Low

High

 

Low

High

 

Low

High

 

Low

High

 

Low

High

Traditional business parks






















Mature

362.0

2.88

8.58


2.67

7.80


64.7

100.0


4.7

9.9


3.7

7.6


4.1

5.8


6

15

Value add

607.6

2.25

6.64

 

3.58

8.46

 

26.9

97.4

 

2.9

9.8

 

0.8

7.5

 

4.5

7.1

 

9

18

Total traditional business parks

969.6

2.25

8.58

 

2.67

8.46

 

26.9

100.0

 

2.9

9.9

 

0.8

7.6

 

4.1

7.1

 

6

18

Modern business parks






















Mature

200.4

5.38

8.64


3.93

8.15


94.3

100.0


3.6

10.5


2.4

9.3


4.1

5.4


6

15

Value add

250.1

2.92

9.76

 

3.91

10.35

 

54.5

92.8

 

5.5

9.4

 

3.8

7.4

 

4.8

7.3

 

9

24

Total modern business parks

450.5

2.92

9.76

 

3.91

10.35

 

54.5

100.0

 

3.6

10.5

 

2.4

9.3

 

4.1

7.3

 

6

24

Office






















Mature

37.5

14.34

14.34


10.78

10.78


92.6

92.6


8.7

8.7


7.3

7.3


4.9

4.9


9

9

Value add

236.4

4.05

10.27

 

6.42

12.19

 

49.7

87.5

 

4.4

9.3

 

2.4

6.8

 

5.0

6.9

 

9

18

Total office

273.9

4.05

14.34

 

6.42

12.19

 

49.7

92.6

 

4.4

9.3

 

2.4

7.3

 

4.9

6.9

 

9

18

Total Germany

1,694.0

2.25

14.34

 

2.67

12.19

 

26.9

100.0

 

2.9

10.5

 

0.8

9.3

 

4.1

7.3

 

6

24

 


Market

value

€m 

Current
rental rate

per sqm


Market rental
rate

per sqm


Occupancy

%


Net initial yield

%


Void period

months

31 March 2023

Low

High

 

Low

High

 

Low

High

 

Low

High

 

Low

High

Total mixed-use schemes

102.4

2.09

20.25

 

5.46

23.58

 

42.0

93.3

 

4.0

10.8

 

4

12

Total office

143.7

5.42

33.89

 

7.94

24.68

 

50.5

100.0

 

4.9

23.2

 

4

12

Total industrial

171.6

2.23

8.19

 

2.55

12.99

 

64.1

100.0

 

3.8

12.4

 

4

12

Total UK

417.7

2.09

33.89

 

2.55

24.68

 

42.0

100.0

 

3.8

23.2

 

4

12

As a result of the level of judgement and estimates used in arriving at the market valuations, the amounts which may ultimately be realised in respect of any given property may differ from valuations shown in the statement of financial position. Key inputs are considered to be inter-related whereby changes in one key input can result in changes in other key inputs. The impact of changes in relation to the key inputs is also shown in the table below:


Market

value

€m

Change of 5%

in market rental rates
€m


Change of 0.25%

in discount rates

€m


Change of 0.5%

in gross initial yield

€m


Change of 0.5%

in net initial yield

€m

31 March 2024

Increase

Decrease

 

Increase

Decrease

 

Increase

Decrease

 

Increase

Decrease

Total traditional
business parks

964.4

48.0

(47.7)


(18.8)

19.1


(72.0)

85.1


(91.9)

115.5

Total modern business parks

489.1

23.2

(23.3)


(9.7)

9.8


(33.7)

39.3


(41.0)

49.4

Total office

275.5

13.7

(14.1)

 

(5.3)

5.6

 

(19.4)

22.9

 

(25.5)

32.2

Market value
Germany

1,729.0

84.9

(85.1)

 

(33.8)

34.5

 

(125.1)

147.3

 

(158.4)

197.1

 


Market

value

€m 

Change of 5%

in market rental rates

€m


Change of 0.5%

in net initial yield

€m

31 March 2024

Increase

Decrease

 

Increase

Decrease

Total mixed-use schemes

153.2

5.7

(5.8)


(8.8)

9.8

Total office

136.5

3.9

(4.3)


(5.8)

6.1

Total industrial

171.9

6.8

(6.9)

 

(10.6)

12.0

Market value UK

461.6

16.4

(17.0)

 

(25.2)

27.9

 


Market

value

€m

Change of 5%

in market rental rates
€m


Change of 0.25%

in discount rates

€m


Change of 0.5%

in gross initial yield

€m


Change of 0.5%

in net initial yield

€m

31 March 2023

Increase

Decrease

 

Increase

Decrease

 

Increase

Decrease

 

Increase

Decrease

Total traditional
business parks

969.6

48.9

(49.2)


(19.3)

19.1


(73.1)

86.8


(106.6)

109.0

Total modern business parks

450.5

22.0

(21.7)


(8.5)

9.3


(32.2)

37.9


(41.5)

47.4

Total office

273.9

14.0

(14.1)

 

(5.6)

5.6

 

(20.8)

24.8

 

(28.3)

36.8

Market value
Germany

1,694.0

84.9

(85.0)

 

(33.4)

34.0

 

(126.1)

149.5

 

(176.4)

193.2

 


Market

value

€m 

Change of 5%

in market rental rates

€m


Change of 0.5%

in net initial yield

€m

31 March 2023

Increase

Decrease

 

Increase

Decrease

Total mixed-use schemes

102.4

(6.2)

7.5


3.8

(3.6)

Total office

143.7

(6.8)

7.8


4.7

(4.5)

Total industrial

171.6

(10.8)

12.7

 

7.0

(6.6)

Market value UK

417.7

(23.8)

28.0

 

15.5

(14.7)

 

14. Assets held for sale

Investment properties held for sale

 

31 March 2024

€m

31 March 2023

€m

Wuppertal

-

8.8

Balance as at year end

-

8.8

The disclosures regarding valuation in note 13 are also applicable to assets held for sale.

As at 31 March 2023, an amount of €8.8m relating to the sale of the Wuppertal asset was received prior to the completion date of 1 April 2023 and was included in the cash at bank per note 21. As a result, an equal and opposite position within other payables was recognised. See note 22 for further details.

15. Plant and equipment

 

Plant and

equipment

€m

Fixtures

and fittings

€m

Total

€m

Cost




As at 31 March 2023

2.7

10.1

12.8

Additions in year

1.3

1.0

2.3

Disposals in year

(0.2)

(0.2)

(0.4)

Foreign exchange differences

0.1

0.1

0.2

As at 31 March 2024

3.9

11.0

14.9

Depreciation




As at 31 March 2023

(1.0)

(4.6)

(5.6)

Charge for year

(0.7)

(1.1)

(1.8)

Disposals in year

0.1

0.1

0.2

Foreign exchange differences

0.2

(0.1)

0.1

As at 31 March 2024

(1.4)

(5.7)

(7.1)

Net book value as at 31 March 2024

2.5

5.3

7.8

Cost




As at 31 March 2022

2.7

8.4

11.1

Additions in year

0.8

3.3

4.1

Disposals in year

(0.8)

(1.4)

(2.2)

Foreign exchange differences

-

(0.2)

(0.2)

As at 31 March 2023

2.7

10.1

12.8

Depreciation




As at 31 March 2022

(1.1)

(4.5)

(5.6)

Charge for year

(0.6)

(1.5)

(2.1)

Disposals in year

0.8

1.3

2.1

Foreign exchange differences

(0.1)

0.1

-

As at 31 March 2023

(1.0)

(4.6)

(5.6)

Net book value as at 31 March 2023

1.7

5.5

7.2

 

16. Intangible assets

 

Software and

licences with

definite useful life

€m

Total

€m

Cost



As at 31 March 2023

11.6

11.6

Additions in year

0.8

0.8

Disposals in year

-

-

Foreign exchange differences

(0.1)

(0.1)

As at 31 March 2024

12.3

12.3

Amortisation



As at 31 March 2023

(7.5)

(7.5)

Charge for year

(1.5)

(1.5)

Disposals in year

-

-

Foreign exchange differences

0.0

0.0

As at 31 March 2024

(9.0)

(9.0)

Net book value as at 31 March 2024(1)

3.3

3.3

Cost



As at 31 March 2022

10.5

10.5

Additions in year

1.1

1.1

Disposals in year

-

-

Foreign exchange differences

-

-

As at 31 March 2023

11.6

11.6

Amortisation



As at 31 March 2022

(6.2)

(6.2)

Charge for year

(1.3)

(1.3)

Disposals in year

-

-

Foreign exchange differences

-

-

As at 31 March 2023

(7.5)

(7.5)

Net book value as at 31 March 2023(1)

4.1

4.1

(1)   Included in the net book value is an amount of €1.3m relating to intangible assets under development not yet amortised (2023: €1.1m). This position primarily consists of €0.9m in relation to the upgrade of the IT system which will be finalised in the first quarter of 2025. All other development projects are expected to finalise in the next financial year.

17. Right of use assets and lease liabilities

Set out below are the carrying amounts of right of use assets (excluding those disclosed under investment properties) recognised and the movements during the year:

 

Office

€m

Total

€m

As at 31 March 2022

15.0

15.0

Additions

1.5

1.5

Depreciation expense

(2.1)

(2.1)

As at 31 March 2023

14.4

14.4

Depreciation expense

(1.8)

(1.8)

Foreign exchange differences

0.0

0.0

As at 31 March 2024

12.6

12.6

In addition to office spaces the Group is also counterparty to long-term leasehold agreements and head leases relating to commercial property. Right of use assets amounting to €23.9m (2023: €24.5m) are classified as investment properties, of which €2.1m (2023: €2.8m) relate to commercial property.

Set out below are the carrying amounts of lease liabilities and the movements during the year:

 

31 March 2024

€m

31 March 2023

€m

Balance as at the beginning of the year

(39.6)

(38.7)

Accretion of interest

(1.1)

(1.1)

Additions

-

(2.8)

Payments

3.3

2.3

Foreign exchange differences

(0.4)

0.7

Balance as at year end

(37.8)

(39.6)

Current lease liabilities as at year end

(2.3)

(2.2)

Non-current lease liabilities as at year end

(35.5)

(37.4)

The following table sets out the carrying amount, by maturity, of the Group's lease liabilities:

31 March 2024

Within 1 year

€m

1-5 years

€m

5+ years

€m

Total

€m

Commercial property(1)

(0.2)

(1.0)

-

(1.2)

Long-term leasehold(1)

(0.2)

(1.1)

(20.5)

(21.8)

Office space

(1.9)

(7.5)

(5.4)

(14.8)

Total

(2.3)

(9.6)

(25.9)

(37.8)

 

31 March 2023

Within 1 year

€m

1-5 years

€m

5+ years

€m

Total

€m

Commercial property(1)

(0.2)

(1.0)

(0.3)

(1.5)

Long-term leasehold(1)

(0.2)

(1.0)

(20.4)

(21.6)

Office space

(1.8)

(7.5)

(7.2)

(16.5)

Total

(2.2)

(9.5)

(27.9)

(39.6)

(1)   These lease liabilities relate to right of use assets recorded as investment properties.

Maturity analysis of lease liabilities using contractual undiscounted payments is disclosed in note 24.

The overall weighted average discount rate used for the year is 2.8% (2023: 2.7%).

During the year expenses paid for leases of low-value assets and short-term leases which are recognised straight-line over the lease term (included in the administrative expenses) amounted to €0.5m (2023: €0.6m).

In addition to leases of low-value assets and payments resulting from short-term leases that are included in the cash flow from operating activities, interest payments and repayments of lease liabilities totalling €3.3m (2023: €2.3m) were incurred for the year and are included in the cash flow from financing activities.

18. Other non-current financial assets

 

31 March 2024

€m

31 March 2023

€m

Deposits

4.0

4.1

Loans to associates

45.1

44.3

Balance as at year end

49.1

48.4

Loans to associates relate to shareholder loans granted to associates by the Group. The loans terminate on 31 December 2026 and are charged at a fixed interest rate. The expected credit loss has been considered based on multiple factors such as history of repayments, forward-looking budgets and forecasts. Based on the assessment the expected credit loss was immaterial.

19. Investment in associates

The principal activity of the associates is the investment in, and development of, commercial property located in Germany and to provide conventional and flexible workspace. Since the associates are individually immaterial the Group is disclosing aggregated information of the associates.

The following table illustrates the summarised financial information of the Group's investment in associates:

 

31 March 2024

€m

31 March 2023

€m

Current assets

29.7

28.4

Non-current assets

360.7

354.7

Current liabilities

(24.9)

(15.6)

Non-current liabilities

(298.7)

(296.1)

Equity

66.8

71.4

Unrecognised accumulated losses

5.3

4.9

Subtotal

72.1

76.3

Group's share in equity - 35%

25.2

26.7

The accumulated losses of the investment in associates are not recognised, this is in line with the accounting policy as outlined in note 2.

 

Year ended

31 March 2024

€m

Year ended

31 March 2023

€m

Net operating income

21.7

21.1

Loss on revaluation of investment properties

(7.0)

(0.7)

Administrative expense

(3.8)

(3.7)

Operating profit

10.9

16.7

Net finance costs

(8.7)

(8.8)

Profit before tax

2.2

7.9

Taxation

(0.6)

(1.9)

Unrecognised loss

0.2

1.3

Total profit and comprehensive income for the year after tax

1.8

7.3

Group's share of profit for the year - 35%

0.6

2.6

Included within the non-current liabilities are shareholder loans amounting to €128.8m (2023: €126.8m). As at year end no contingent liabilities existed (2023: none). The associates had contracted capital expenditure for development and enhancements of €3.0m as at year end (2023: €3.4m).

The following table illustrates the movement in investment in associates:

 

31 March 2024

€m

31 March 2023

€m

Balance as at the beginning of the year

26.7

24.1

Dividend received

(2.1)

-

Share of profit

0.6

2.6

Balance as at year end

25.2

26.7

 

20. Trade and other receivables

 

31 March 2024

€m

31 March 2023

€m

Gross trade receivables

20.7

22.4

Expected credit loss provision (see note 24)

(7.8)

(8.7)

Net trade receivables

12.9

13.7

Other receivables

20.6

14.1

Prepayments

8.9

2.7

Balance as at year end

42.4

30.5

Other receivables include primarily accrued income of €4.5m (2023: €2.6m), lease incentives of €3.9m (2023: €4.6m), accrued income from investment in associates of €3.7m (2023: €2.2m), a receivable regarding the Stoke disposal of €3.5m (2023: €0.0m).

For the year ended 31 March 2024, prepayments included costs of €7.1m relating to the acquisitions of new sites in Dresden, Germany (€1.0m), Klipphausen, Germany (€1.4m) and Gloucestershire, UK (€4.7m).

21. Cash and cash equivalents

 

31 March 2024

€m

31 March 2023

€m

Cash at bank

125.3

99.2

Short-term investments

89.2

-

Cash restricted under contractual terms:



   Deposit for bank guarantees

3.0

1.3

   Deposits received from tenants

26.7

23.8

Balance as at year end

244.2

124.3

Cash at bank earns interest at floating rates based on daily bank deposit rates. The fair value of cash as at year end is €244.2m (2023: €124.3m).

Short-term investments are an investment in Money Market Funds. The Group invests only in highly liquid products with short maturities, which are readily convertible to a known amount of cash and that are subject to an insignificant risk of changes in value.

Tenants' deposits are legal securities of tenants retained by the Group without the right to use these cash deposits for purposes other than strictly tenant related transactions (e.g. move-out costs, costs due to non-compliance with certain terms of the lease agreement or late rent/service charge payments). The tenants' deposits meet the definition of cash as the Group can access these deposits on demand.

Cash is held by reputable banks and the Group assessed the expected credit loss to be immaterial.

22. Trade and other payables

 

31 March 2024

€m

31 March 2023

€m

Trade payables

14.6

12.0

Accrued expenses

43.9

28.6

Provisions(1)

3.1

3.3

Interest and amortisation payable

6.2

5.6

Tenant deposits

26.8

23.8

Unearned revenue

11.5

10.6

Other payables

8.6

17.6

Balance as at year end

114.7

101.5

(1)   For the Annual Report and Accounts 2023, as at 31 March 2023, the provision amount of €3.3m was included in accrued expenses split between costs relating to non-recurring projects €2.8m and other costs €0.5m.

The Group have recognised a provision of €3.1m (2023: €3.3m) for an ongoing legal claim in relation to a property which was sold during 2017. The recognised provision as at 31 March 2023 has been reassessed and the provision has been increased by €0.6m as at 31 March 2024. Some €0.8m has been reclassed to costs relating to non-recurring projects as shown in the table of break down of the balance of accrued expenses below. This amount has been settled in April 2024. The remaining provision amount represents the Directors best estimate of the potential outflow at the present time, however, the Directors recognise there is uncertainty relating to this amount. The expected timing of settlement of this provision is less than 12-months and is not discounted due to the expected timing of settlement. At this stage, the Directors do not expect to incur a liability over and above what has already been recognised in the financial statements. To align to the current year presentation, the provisions has been shown as a separate line and this is a reallocation from accrued expenses as at 31 March 2023 of €3.3m.

Unearned revenue includes service charge amounts of €2.5m (2023: €3.1m). Service charge income is only recognised as income when the performance obligations are met. All unearned revenue of the prior year was recognised as revenue in the current year.

Included within other payables are credit balances due to tenants in relation to over collections of service charge in amount of €4.7m (2023: €3.6m). As at 31 March 2023, other payables included €8.8m of proceeds relating to the sale of the Wuppertal asset that is categorised as an asset held for sale as at 31 March 2023 in advance of the completion date of 1 April 2023. See note 14 for details of assets held for sale.

The following table breaks down the balance of accrued expenses:

 

31 March 2024

€m

31 March 2023

€m

Costs relating to service charge

23.2

16.4

Bonuses

6.8

4.5

Costs relating to non-recurring projects

0.8

-

Administrative costs

5.4

2.4

Other costs

7.7

5.3

Balance as at year end

43.9

28.6

 

23. Interest-bearing loans and borrowings

 

Interest rate

%

Loan maturity date

31 March 2024

€m

31 March 2023

€m

Current





Berlin Hyp AG





- fixed rate facility

1.48

31 October 2023

-

58.2

- fixed rate facility

0.90

31 October 2023

-

110.4

- fixed rate facility

4.26

31 October 2030

2.6

-

Saarbrücken Sparkasse





- fixed rate facility

1.53

28 February 2025

13.5

0.7

Deutsche Pfandbriefbank AG





- hedged floating rate facility

Hedged (1)

31 December 2023

-

51.1

- floating rate facility

Floating (1)

31 December 2023

-

6.2

- fixed rate facility

4.25

31 December 2030

1.3

-

Schuldschein





- fixed rate facility

1.60

3 July 2023

-

20.0

- fixed rate facility

Floating(2)

6 January 2025

5.0

-

- fixed rate facility

1.70

3 March 2025

10.0

-

Capitalised finance charges on all loans

 

 

(2.8)

(2.9)

 

 

 

29.6

243.7

Non-current





Berlin Hyp AG





- fixed rate facility

4.26

31 October 2030

166.3

-

Saarbrücken Sparkasse





- fixed rate facility

1.53

28 February 2025

-

13.5

Deutsche Pfandbriefbank AG





- fixed rate facility

4.25

31 December 2030

56.7

-

Schuldschein





- floating rate facility

Floating(2)

6 January 2025

-

5.0

- fixed rate facility

1.70

3 March 2025

-

10.0

Corporate bond I





- fixed rate

1.125

22 June 2026

400.0

400.0

Corporate bond II





- fixed rate

1.75

24 November 2028

300.0

300.0

Capitalised finance charges on all loans

 

 

(7.5)

(7.8)

 

 

 

915.5

720.7

Total

 

 

945.1

964.4

 (1)  Tranche 1 of this facility is fully hedged with a swap charged at a rate of 1.40%; tranche 2 of this facility is fully hedged with a swap charged at a rate of 1.25%; and €19.1m of tranche 3 of this facility is fully hedged with a swap charged at a rate of 0.91%. A €6.5m extension and the tranche 3 related €0.5m arrangement fee are charged with a floating rate of 1.20% over three-month EURIBOR (not less than 0%). The Group has not adopted any hedge accounting.

(2)   This unsecured facility has a floating rate of 1.70% over six month EURIBOR (not less than 0%).

The movement of loans and borrowings for the year comprised of €248.1m repayment of loans, loan drawdowns of €228.3m and €0.4m capitalisation of finance charges (2023: €20.4m, €nil and €3.4m respectively).

The borrowings (excluding capitalised loan issue cost) are repayable as follows:

 

31 March 2024

€m

31 March 2023

€m

On demand or within one year

32.4

246.6

In the second year

4.0

28.5

In the third to tenth years inclusive

919.0

700.0

Total

955.4

975.1

The Group has pledged 15 (2023: 15) investment properties to secure several separate interest-bearing debt facilities granted to the Group. The 15 (2023: 15) properties had a combined valuation of €528.3m as at year end (2023: €510.7m).

Group debt covenants

A summary of the Group's debt covenants is set out below:

 

31 March 2024

€m

31 March 2023

€m

Carrying amount of interest-bearing loans and borrowings

945.1

964.4

Unamortised borrowing costs

10.3

10.7

Total

955.4

975.1

Book value of owned investment properties(1)

2,186.7

2,107.3

Gross loan to value ratio

43.7%

46.3%

(1)   Includes assets held for sale.

The Group's loans are subject to various covenants, which include interest cover ratio, loan to value, debt service cover, occupancy, etc. as stipulated in the loan agreements.

During the year, the Group did not breach any of its loan covenants, nor did it default on any of its obligations under its loan agreements and the Group has a sufficient level of headroom as at year end.

Refer to note 2(c) where the Group discloses forecast covenant compliance with regard to management's going concern assessment.

Berlin Hyp AG

In the current year two existing loan facilities amounting to €168.6m have been fully repaid by 31 October 2023 and have been replaced by a new loan facility amounting to €170.0m. The new loan facility is a separate financial instrument to the existing facilities and came into effect on 1 November 2023. The loan terminates on 31 October 2030. Amortisation is 1.5% per annum with the remainder due in the six years. The loan facility is charged at a fixed interest rate of 4.26%. This facility is secured over nine property assets.

Saarbrücken Sparkasse

On 28 March 2018, the Group agreed to a facility agreement with Saarbrücken Sparkasse for €18.0m. The loan terminates on 28 February 2025. Amortisation is 4.00% per annum with the remainder due in one instalment on the final maturity date. The facility is charged with an all-in fixed interest rate of 1.53%. The facility is secured over one property asset. No changes to the terms of the facility have occurred during the twelve month period ended 31 March 2024.

Deutsche Pfandbriefbank AG

In the current year two existing loan facilities amounting to €57.3m have been fully repaid by 31 December 2023 and have been replaced by a new loan facility amounting to €58.3m. The new loan facility is a separate financial instrument to the existing facilities and came into effect on 1 January 2024. The loan terminates on 31 December 2030. Amortisation is 2.1% per annum with the remainder due in the 6 year. The loan facility is charged at a fixed interest rate of 4.25%. This facility is secured over five property assets.

Schuldschein

On 2 December 2019, the Group agreed to new loan facilities in the form of unsecured Schuldschein for €20.0m. On 25 February 2020, the Group agreed new loan facilities in the form of unsecured Schuldschein for €30.0m. In total the unsecured facility amounts to €50.0m spread over five tranches and is charged at a blended interest rate of 1.60% and average maturity of 2.6 years with no amortisation. The first and second tranches totalling €15.0m were repaid during the twelve month period ended 31 March 2023.

On 30 June 2023, the Group repaid an amount of €20.0m resulting in a remaining €15.0m for the loan facility. No changes to the terms of the facility have occurred during the twelve month period ended 31 March 2024.

Corporate bond I

On 22 June 2021, the Group raised its inaugural corporate bond for €400.0m. The bond, which is listed at the Luxembourg Stock Exchange, has a term of five years and an interest rate of 1.125% due annually on its anniversary date, with the principal balance coming due on 22 June 2026. No changes to the terms of the facility have occurred during the twelve month period ended 31 March 2024.

Corporate bond II

On 24 November 2021, the Group issued its second corporate bond for €300.0m. The bond, which is listed at the Luxembourg Stock Exchange, has a term of seven years and an interest rate of 1.75% due annually on its anniversary date, with the principal balance coming due on 24 November 2028. No changes to the terms of the facility have occurred during the twelve month period ended 31 March 2024.

EPRA loan to value ("LTV")



Proportionate

consolidation



Group

Investment

in associates

Total

31 March 2024

€m

€m

€m

Interest-bearing loans and borrowings(1)

245.1

52.2

297.3

Corporate bonds

700.0

-

700.0

Net payables(2)

75.3

5.9

81.2

Cash and cash equivalents

(244.2)

(7.4)

(251.6)

Net debt (a)

776.2

50.7

826.9

Investment properties

2,210.6

126.2

2,336.8

Plant and equipment

7.8

-

7.8

Intangible assets

3.3

-

3.3

Loan to associates

45.1

-

45.1

Total property value (b)

2,266.8

126.2

2,393.0

EPRA LTV (a/b)

34.2%

40.2%

34.6%

 



Proportionate

consolidation



Group

Investment

in associates

Total

31 March 2023

€m

€m

€m

Interest-bearing loans and borrowings(1)

264.4

52.1

316.5

Corporate bonds

700.0

-

700.0

Net payables(2)

71.0

4.5

75.5

Cash and cash equivalents

(124.3)

(8.6)

(132.9)

Net debt (a)

911.1

48.0

959.1

Investment properties

2,123.0

124.2

2,247.2

Assets held for sale

8.8

-

8.8

Plant and equipment

7.2

-

7.2

Intangible assets

4.1

-

4.1

Loan to associates

44.3

-

44.3

Total property value (b)

2,187.4

124.2

2,311.6

EPRA LTV (a/b)

41.7%

38.6%

41.5%

(1) Excludes corporate bonds as shown as a separate line.

(2) This is made up of deposits, trade and other receivables, derivative financial instruments, trade and other payables and current tax liabilities.

24. Financial risk management objectives and policies

The Group's principal financial liabilities comprise bank loans, derivative financial instruments and trade payables. The main purpose of these financial instruments is to raise finance for the Group's operations. The Group has various financial assets, such as trade receivables and cash, which arise directly from its operations.

The main risks arising from the Group's financial instruments are credit risk, liquidity risk, market risk, currency risk and interest rate risk.

Credit risk

Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. The risk management policies employed by the Group to manage these risks are discussed below.

In the event of a default by an occupational tenant, the Group will suffer a rental shortfall and incur additional costs, including expenses incurred to try and recover the defaulted amounts and legal expenses in maintaining, insuring and marketing the property until it is re-let. During the year, the Group monitored the tenants in order to anticipate and minimise the impact of defaults by occupational tenants, as well as to ensure that the Group has a diversified tenant base. The credit risk on tenants is also addressed through the performance of credit checks, collection of deposits and regular communication with the tenants.

Included in loans to associates are loans provided to associate entities from Group entities. During the year the Group assessed credit risk relating to loans to associates by reviewing business plans and monitoring cash collection rates and the operational performance of each associate in order to anticipate and minimise the impact of any impairment.

Included in other receivables are lease incentives. During the year the Group monitored tenants in order to anticipate and minimise the impact of defaults and move-outs from tenants which received lease incentives. The other receivables in the maximum exposure to credit risk table below excludes those lease incentives.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

 

31 March 2024

€m

31 March 2023

€m

Net trade receivables

12.9

13.7

Other receivables(1)

20.6

13.6

Loans to associates

45.1

44.3

Derivative financial instruments

-

1.3

Cash and cash equivalents

244.2

124.3

Total

322.8

197.2

(1) Other receivables includes deposits of €4.0m (2023: €4.1m) and a receivable regarding the Stoke disposal of €3.5m (2023: €0.0m). It excludes leases incentives of €3.9m (2023: €4.6m).

The ageing of trade receivables at the statement of financial position date was:


31 March 2024


31 March 2023

 

Gross

€m

Impairment

€m

 

Gross

€m

Impairment

€m

0-30 days

8.4

(1.0)


13.9

(4.3)

31-120 days (past due)

1.1

(0.2)


1.3

(0.5)

More than 120 days

11.2

(6.6)

 

7.2

(3.9)

Total

20.7

(7.8)

 

22.4

(8.7)

The movement in the expected credit loss provision for impairment in respect of trade receivables during the year was as follows:

 

31 March 2024

€m

31 March 2023

€m

Balance as at the beginning of the year

(8.7)

(7.7)

Expected credit loss recognised

(7.8)

(8.7)

Expected credit loss reversed

8.7

7.7

Balance as at year end

(7.8)

(8.7)

The expected credit loss provision account for trade receivables is used to record impairment losses unless the Group believes that no recovery of the amount owing is possible; at that point the amounts considered irrecoverable are written off against the trade receivables directly.

Most trade receivables are generally due one month in advance. The exception is service charge balancing billing, which is due ten days after it has been invoiced. Included in the Group's trade receivables are debtors with carrying amounts of €12.9m (2023: €13.7m) that are past due at the reporting date for which the Group has not provided significant impairment as there has not been a significant change in credit quality and the amounts are still considered recoverable.

No significant impairment has been recognised relating to non-current receivables in the period due to unchanged credit quality and the amounts are still considered recoverable.

Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability but can also increase the risk of losses. The Group has procedures with the objective of minimising such losses, such as maintaining sufficient cash and other highly liquid current assets and having available an adequate amount of committed credit facilities. The Group prepares cash flow forecasts and continually monitors its ongoing commitments compared to available cash. Cash and cash equivalents are placed with financial institutions on a short-term basis which allows immediate access. This reflects the Group's desire to maintain a high level of liquidity in order to meet any unexpected liabilities that may arise due to the current financial position. Similarly, accounts receivable are due either in advance (e.g. rents and recharges) or within ten days (e.g. service charge reconciliations), further bolstering the Group's management of liquidity risk.

The table below summarises the maturity profile of the Group's financial liabilities, based on contractual undiscounted payments:

31 March 2024

Interest-bearing

loans

€m

Derivative

 financial

instruments

€m

Trade

and other

payables

€m

Lease

liabilities

€m

Total

€m

Undiscounted amounts payable in:






6 months or less

(12.3)

-

(56.2)

(1.7)

(70.2)

6 months-1 year

(40.0)

-

-

(1.7)

(41.7)

1-2 years

(23.2)

-

-

(3.4)

(26.6)

2-5 years

(755.0)

-

-

(9.9)

(764.9)

5-10+ years

(220.3)

-

-

(93.6)

(313.9)