0001408100false00014081002024-08-272024-08-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 8-K
_____________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 27, 2024
_____________
KENNEDY-WILSON HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
_____________
| | | | | | | | | | | | | | |
| Delaware | | 001-33824 | | 26-0508760 |
(State or other jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
151 S El Camino Drive Beverly Hills, California 90212
(Address of principal executive offices)(Zip Code)
(310) 887-6400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_____________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $.0001 par value | KW | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 7.01 REGULATION FD DISCLOSURE
On August 27, 2024, Kennedy Wilson Europe Real Estate Limited (“KWE”), a wholly-owned subsidiary of Kennedy-Wilson Holdings, Inc. (the “Company”), posted its interim IFRS financial statements for the six-month period ended June 30, 2024 on the Company’s website in compliance with certain covenants set forth under its unsecured bonds. A copy of the results is furnished herewith as Exhibit 99.1.
The information in this report (including Exhibit 99.1) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| | | | | | | | |
Exhibit No. | | Description |
| | |
99.1 | | |
| 104 | | Cover Page Interactive Data File - The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| KENNEDY-WILSON HOLDINGS, INC. |
| | |
| By: | /s/ JUSTIN ENBODY |
| | Justin Enbody |
| | Chief Financial Officer |
Date: August 27, 2024
Exhibit 99.1
Kennedy Wilson Europe Real Estate Limited
Condensed Consolidated Financial Statements
For the six month period ended 30 June 2024
Contents
Page
Statement of directors' responsibilities 3
Independent review report to Kennedy Wilson Europe Real Estate Limited 4
Condensed consolidated income statement 6
Condensed consolidated statement of comprehensive income 7
Condensed consolidated balance sheet 8
Condensed consolidated statement of changes in equity 9
Condensed consolidated cash flow statement 11
Notes to the condensed consolidated interim financial statements 12
Statement of directors’ responsibilities in respect of the consolidated financial statements
For the half-year ended 30 June 2024
The Directors are responsible for preparing the half-yearly financial report.
In preparing the condensed set of consolidated financial statements included within the half-yearly financial report, the directors are required to:
•prepare and present the condensed set of consolidated financial statements in accordance with IAS 34 Interim Financial Reporting as adopted for use in the EU;
•ensure the condensed set of consolidated financial statements has adequate disclosures;
•select and apply appropriate accounting policies; and
•make accounting estimates that are reasonable in the circumstances.
•assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for designing, implementing and maintaining such internal controls as they determine is necessary to enable the preparation of the condensed set of consolidated financial statements that is free from material misstatement whether due to fraud or error.
On behalf of the Board of Directors.
/s/Andrew McNulty /s/ Philip Baigent
Andrew McNulty Philip Baigent
Director Director
27 August 2024
Independent review report to Kennedy Wilson Europe Real Estate Limited (the “Company”)
Conclusion
We have been engaged by Kennedy Wilson Europe Real Estate Limited (the “Company”) to review the condensed consolidated financial statements (the “interim financial statements”) in the half-yearly financial report for the six months ended 30 June 2024 of the Company and its subsidiaries, which comprises the condensed consolidated operations statement, the condensed consolidated statement of comprehensive operations, the condensed consolidated balance sheet, the condensed consolidated statement of changes in equity, the condensed consolidated cash flow statement, and the related explanatory notes.
Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements in the half-yearly financial report for the six months ended 30 June 2024 are not prepared, in all material respects, in accordance with IAS 34 ‘Interim Financial Reporting’ as adopted by the European Union (the “EU”).
Scope of review
We conducted our review having regard to the Financial Reporting Council’s International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. We read the other information contained in the half-yearly financial report and consider whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated financial statements.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Directors’ responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors.
The annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the EU. The directors are responsible for preparing the condensed set of financial statements included in the half-yearly financial report in accordance with IAS 34 ‘Interim Financial Reporting’, as adopted by the EU.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of consolidated financial statements in the half-yearly financial report based on our review.
Independent review report to Kennedy Wilson Europe Real Estate Limited (the ‘Company’) continued
The purpose of our review work and to whom we owe our responsibilities
This report is made solely to the Company in accordance with the terms of our engagement letter. Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.
/s/ Caroline Flynn
Caroline Flynn
For and on behalf of
KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place
St Stephen’s Green
Dublin 2
Ireland
27 August 2024
Condensed consolidated income statement
For the six month period ended 30 June 2024
| | | | | | | | | | | | | | |
| | | Six month period ended
30 June
2024 | Six month period ended
30 June
2023 |
| | | Unaudited | Unaudited |
| Notes | | £m | £m |
| Revenue | | | | |
| Rental income | 5 | | 54.6 | 60.0 |
| Hotel revenue | 5 | | 7.4 | 21.1 |
| | | 62.0 | 81.1 |
Property related expenses1 | | | (19.4) | (22.1) |
| Hotel cost of sales | | | (6.3) | (16.9) |
| | | (25.7) | (39.0) |
| Gross profit | | | 36.3 | 42.1 |
| | | | |
| Loss on sale of investment and development property | 11 | | (4.6) | (2.7) |
| Net change in fair value of investment and development property | 7 | | (18.1) | (53.2) |
| | | 13.6 | (13.8) |
| Expenses | | | | |
| Administrative expenses | | | (2.4) | (2.5) |
| Investment management fee | | | (4.2) | (4.8) |
| | | (6.6) | (7.3) |
| Results from operating activities before financing income and costs | | | 7.0 | (21.1) |
| Interest income | | | 5.1 | 3.5 |
| Interest expense | | | (20.7) | (23.0) |
| Financial assets at FVTPL – net change in fair value | | | (2.2) | 5.0 |
| Finance costs | | | (3.2) | (1.9) |
| Net finance expense | | | (21.0) | (16.4) |
| | | (14.0) | (37.5) |
| Share of (loss)/profit of equity-accounted investees, net of tax | 8 | | (5.1) | 14.8 |
| Loss before taxation | | | (19.1) | (22.7) |
| Taxation | 6 | | (10.6) | (5.7) |
| Loss for the period after taxation | | | (29.7) | (28.4) |
| | | | |
| Loss attributable to owners of the Company | | | (30.6) | (27.8) |
| Profit/(loss) attributable to non-controlling interests | | | 0.9 | (0.6) |
| | | | |
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
Footnote:
1.Included in property related expenses are receivable impairments of £0.1m (period ended 30 June 2023: reversal of impairments £0.1m).
Condensed consolidated statement of comprehensive income
For the six month period ended 30 June 2024
| | | | | | | | | | | | | | |
| | | Six month period ended
30 June
2024 | Six month period ended
30 June
2023 |
|
| | Unaudited | Unaudited |
| Notes | | £m | £m |
| Loss for the period after taxation | | | (29.7) | (28.4) |
|
| | | |
| Other comprehensive income: |
| | | |
| Items that may be reclassified subsequently to profit or loss: | | | | |
| Foreign operations – foreign currency translation differences |
| | (12.3) | (18.2) |
| Hedge of net investment in foreign operations |
| | 9.2 | 12.0 |
|
| | (3.1) | (6.2) |
| Other comprehensive loss attributable to owners of the Company |
| | (3.1) | (6.2) |
| Other comprehensive income attributable to non-controlling interests |
| | - | - |
|
| | | |
| Items that will never be reclassified to profit or loss: |
| | | |
| Net change in fair value of property, plant and equipment |
| | (6.1) | 20.7 |
| Other comprehensive (loss)/income for the period, net of taxation |
| | (9.2) | 14.5 |
|
| | | |
| | | | |
| Total comprehensive loss for the period, net of taxation | | | (38.9) | (13.9) |
| Total comprehensive loss for the period, net of taxation attributable to owners of the Company |
| | (39.8) | (13.3) |
| Total comprehensive profit/(loss) for the period, net of taxation attributable to non-controlling interests |
| | 0.9 | (0.6) |
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
Condensed consolidated balance sheet
As at 30 June 2024
| | | | | | | | | | | | | | |
| |
30 June
2024 |
31 December
2023 |
| | | Unaudited | Audited |
| Notes | | £m | £m |
| Non-current assets | | | | |
| Investment and development property | 7 | | 1,108.6 | 1,183.1 |
| Investment in equity-accounted investees | 8 | | 234.3 | 235.6 |
| Right-of-use asset | | | 3.9 | 4.0 |
| Derivative financial asset | | | 8.8 | 10.1 |
| Deferred tax asset | | | 0.7 | 1.5 |
| | | | 1,356.3 | 1434.3 |
| Current assets | | | | |
| Assets held-for-sale | 7,12 | | 56.2 | 221.2 |
| Inventories | | | - | 0.3 |
| Rent and other receivables | | | 45.4 | 55.6 |
| Related party balances | | | 295.0 | 176.1 |
| Derivative financial asset | | | 3.9 | 5.1 |
| Cash and cash equivalents | | | 121.4 | 93.1 |
| | | 521.9 | 551.4 |
| Total assets | | | 1,878.2 | 1,985.7 |
| Current liabilities | | | | |
| Trade and other payables | | | (42.3) | (42.5) |
| Deferred income | | | (20.0) | (20.2) |
| Derivative financial liability | | | (1.4) | (0.3) |
| Borrowings | 9 | | (189.9) | (227.5) |
| | | (253.6) | (290.5) |
| Non-current liabilities | | | | |
| Trade and other payables | | | (2.9) | (4.7) |
| Borrowings | 9 | | (799.5) | (831.0) |
| Lease liability | | | (4.1) | (4.0) |
| Deferred tax liability | | | (2.3) | (2.6) |
| | | (808.8) | (842.3) |
| Total liabilities | | | (1,062.4) | (1,132.8) |
| Net assets | | | 815.8 | 852.9 |
| Equity | | | | |
| Stated capital | | | 1,477.9 | 1,477.9 |
| Foreign currency translation reserve | | | 36.7 | 39.8 |
| Revaluation reserve | | | - | 64.9 |
| Share-based payments reserve | | | 27.3 | 25.2 |
| Retained deficit | | | (755.4) | (783.6) |
| Equity attributable to owners of the Company | | | 786.5 | 824.2 |
| Non-controlling interests | | | 29.3 | 28.7 |
| Total equity | | | 815.8 | 852.9 |
On behalf of the Board of Directors.
/s/ Andrew McNulty /s/ Philip Baigent
Andrew McNulty Philip Baigent
Director Director
27 August 2024
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
Condensed consolidated statement of changes in equity
For the six month period ended 30 June 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
| Stated capital | Foreign currency translation reserve | Revaluation reserve | Share- based payments reserve | Retained earnings/ (deficit) | Attributable to Non-Controlling interests | Total equity |
| Unaudited | £m | £m | £m | £m | £m | £m | £m |
| Balance as at 1 January 2024 | 1,477.9 | 39.8 | 64.9 | 25.2 | (783.6) | 28.7 | 852.9 |
| Gain(loss) for the period | - | - | - | - | (30.6) | 0.9 | (29.7) |
| Other comprehensive income | - | (3.1) | (6.1) | - | - | - | (9.2) |
| Total comprehensive gain/(loss) for the period | - | (3.1) | (6.1) | - | (30.6) | 0.9 | (38.9) |
Transfer from revaluation reserve on disposal | - | - | (58.8) | - | 58.8 | - | - |
Transactions with owners of the Company recognised directly in equity: | | | | | | | |
| Issue of shares | - | - | - | - | - | - | - |
| Dividends paid | - | - | - | - | - | (1.2) | (1.2) |
Non-Controlling Interest contributions | - | - | - | - | - | 0.9 | 0.9 |
Share-based investment management fee | - | - | - | 2.1 | - | - | 2.1 |
| - | - | (58.8) | 2.1 | 58.8 | (0.3) | 1.8 |
| Total equity at 30 June 2024 | 1,477.9 | 36.7 | - | 27.3 | (755.4) | 29.3 | 815.8 |
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
Condensed consolidated statement of changes in equity (continued)
For the six month period ended 30 June 2023
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
| Stated capital | Foreign currency translation reserve | Revaluation reserve | Share- based payments reserve | Retained earnings/ (deficit) | Attributable to Non-Controlling interests | Total equity |
| Unaudited | £m | £m | £m | £m | £m | £m | £m |
| Balance as at 1 January 2023 | 1,457.7 | 44.3 | 71.5 | 15.9 | (626.1) | - | 963.3 |
| Loss for the period | - | - | - | - | (28.4) | 0.6 | (27.8) |
| Other comprehensive income | - | (6.2) | 20.7 | - | - | - | 14.5 |
| Total comprehensive loss for the period | - | (6.2) | 20.7 | - | (28.4) | 0.6 | (13.3) |
Transactions with owners of the Company recognised directly in equity: | | | | | | | |
| Issue of share | 20.2 | - | - | - | - | - | 20.2 |
| Dividends paid | - | - | - | - | - | (1.2) | (1.2) |
Non-Controlling Interest acquired | - | - | - | - | - | 20.2 | 20.2 |
Share-based investment management fee | - | - | - | 4.8 | - | - | 4.8 |
| 20.2 | - | - | 4.8 | - | 19.0 | 44.0 |
| Total equity at 30 June 2023 | 1,477.9 | 38.1 | 92.2 | 20.7 | (654.5) | 19.6 | 994.0 |
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
Condensed consolidated cash flow statement
For the six month period ended 30 June 2024
| | | | | | | | | | | | | | | | | |
| | | | Six month period ended
30 June
2024 | Six month period ended
30 June
2023 |
| | | Unaudited | Unaudited |
| | Notes | | £m | £m |
| Cash flows from operating activities | | | | |
| Loss for the period | | | (29.7) | (28.4) |
| Adjustments for non-cash items: | | | | |
| Loss on sale of investment property | 11 | | 4.6 | 2.7 |
| Net change in fair value of investment and development property | | | 18.1 | 53.2 |
| Share of (loss)/profit of equity accounted investees, net of tax | | | 5.1 | (14.8) |
| Net finance cost | | | 19.8 | 15.1 |
| Amortisation of loan fees, bond discount and premia | | | 1.2 | 1.3 |
| Amortisation of lease incentive | | | 0.7 | (1.7) |
| Taxation | 6 | | 10.6 | 5.7 |
| Depreciation of fixed assets | | | - | 3.3 |
| Impairment of accounts receivable | | | 0.1 | (0.1) |
| Investment management fee | | | 4.2 | 4.8 |
| Operating cash flows before movements in working capital | | | 34.7 | 41.1 |
| Decrease in rent and other receivables | | | 9.9 | 2.8 |
| (Decrease) in deferred income | | | (0.1) | (3.2) |
| (Decrease) in trade and other payables | | | (18.4) | (0.9) |
| Cash generated from operations before interest and taxation | | | 26.1 | 39.8 |
| Interest paid | | | (15.1) | (15.0) |
| Interest received | | | 1.4 | - |
| Derivative instruments | | | - | (3.8) |
| Tax paid | | | (2.4) | (6.2) |
| Cash flows from operating activities | | | 10.0 | 14.8 |
| Investing activities | | | | |
| Acquisition of and improvements to investment and development property | | | (13.6) | (3.1) |
| Disposal of investment and development property | 11 | | 211.7 | 31.1 |
| Capital expenditure on property, plant and equipment | | | - | (0.6) |
| Investment in equity-accounted investees | 8 | | (9.1) | (18.2) |
| Dividends received from equity-accounted investees | 8 | | 1.4 | 0.9 |
| Cash acquired with subsidiary undertaking | | | - | 2.6 |
| Dividend paid to non-controlling interests | | | (1.2) | (0.8) |
| Contributions by non-controlling interests | | | 0.9 | - |
| Cash flows from investing activities | | | 190.1 | 11.9 |
| Financing activities | | | | |
| Increase in amounts receivable from related party | | | (115.3) | (70.8) |
| Repayments of secured and unsecured borrowings | 9 | | (54.4) | (87.9) |
| Transaction costs related to loans and borrowings | 9 | | - | - |
| Cash flows used in financing activities | | | (169.7) | (158.7) |
| Net increase/(decrease) in cash and cash equivalents | | | 30.4 | (132.0) |
| Cash and cash equivalents at beginning of period | | | 93.1 | 211.6 |
| Foreign exchange movements | | | (2.1) | (0.9) |
| Cash and cash equivalents at the reporting date | | | 121.4 | 78.7 |
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
Notes to the condensed consolidated interim financial statements
For the six month period ended 30 June 2024
1. General information
Kennedy Wilson Europe Real Estate Limited (the ‘Company’) is a company incorporated in Jersey. These unaudited condensed consolidated interim financial statements (the ‘interim financial statements’) as at and for the six month period ended 30 June 2024 have been prepared and are presented in respect of the Company and its subsidiaries (together referred to as the ‘Group’).
The company changed its registered office address from The Le Gallais Building, 54 Bath Street, St Helier, Jersey, JE1 1FT to 22 Grenville Street, St Helier, Jersey, JE4 8PX on 1 May 2024.
2. Basis of preparation
A. Statement of compliance
These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as promulgated by the International Accounting Standards Board, as adopted by the European Union, and should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended 31 December 2023. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2023 (the ‘Audited Financial Statements’).
The results are unaudited but were reviewed by the auditors of the Company.
B. Basis of measurement
The interim financial statements have been prepared on the going concern basis, applying the historical cost convention except for investment and development property, loans secured by real estate, property, plant and equipment and derivative financial instruments which are stated at their fair value using the accounting policies as set out in Note 3.
After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue its operations for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
The Group has strong liquidity and access to significant financial headroom between cash flows and existing reserves. Cash balances stood at £121.4 million at 30 June 2024.
If the Group wished to further bolster short to medium term liquidity beyond its already considerable reserves, it would be able to defer discretionary capital expenditure.
Having reviewed the forecasts, applying adverse stress tests and taking into account available mitigating actions, including ultimate parent support and liquidity, the Directors consider it a remote possibility that the financial headroom could be depleted.
Accordingly, they do not anticipate any need to significantly curtail the scale of operations or other activity and believe that the Group will continue as a going concern.
C. Use of judgements and estimates
In preparing these interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the Audited Financial Statements.
3. Significant accounting policies
Accounting policies adopted for the year ended 31 December 2023
The accounting policies and methods of computation and presentation adopted in the preparation of the interim financial statements are consistent with those applied in the Audited Financial Statements and are described therein on pages 19 to 26.
The Audited Financial Statements are available at eu.kennedywilson.com.
As at 30 June 2024, management prepare an internal analysis of the fair values of Investment and development property, and Investments in Equity-accounted investees. This analysis includes consideration of the independently obtained year-end valuations, changes in discount rates in the period, capitalised costs incurred and any changes to future expected cash flows. Further information about the assumptions made in measuring fair value are included in notes 7 and 8.
4. New standards, interpretations and amendments not yet effective
New/Revised International Financial Reporting Standards
A number of new standards and amendments are effective for annual periods beginning after 1 January 2023 and earlier application is permitted. The Group has not early adopted any of the forthcoming new or amended standards in preparing these condensed consolidated interim financial statements.
5. Operating segments
A. Basis of segmentation
The Group is organised into one business segment, against which the Group reports its segmental information, being the investment portfolio. The investment portfolio segment is reported in a manner consistent with the internal reporting provided to the chief operating decision makers (the Board of Directors).
The following summary describes the operations of the reportable segment:
| | | | | |
| Segment | Description |
| Investment portfolio | Property used primarily for the purpose of generating rental and other income and comprising office, retail, leisure, industrial and residential real estate assets |
The Group’s key measure of underlying performance of the investment portfolio is net operating income as this measure illustrates and emphasises its contribution to the reported profits of the Group and earnings per share. By focusing the prime performance measurement on net operating income, other statistical data such as valuation movements are separately highlighted for analysis and attention.
B. Geographic information
Consistent with the prior year, the investment portfolio includes assets located in the United Kingdom, the Republic of Ireland, Italy and Spain. Italy and Spain are grouped together and reported as “Rest of Europe”.
The geographic information below analyses the Group’s investment portfolio revenues and asset valuation movements, by location.
I. Revenue and valuation movement
| | | | | | | | | | | |
| | Six month
period ended
30 June
2024 | Six month
period ended
30 June
2023 |
| | Unaudited | Unaudited |
| | £m | £m |
| United Kingdom | | | |
| Rental income | | 36.5 | 38.7 |
| Loss on sale of investment property | | (4.6) | (0.8) |
| Net change in fair value of investment and development property | | (2.8) | (30.1) |
| | 29.1 | 7.8 |
| Ireland | | | |
| Rental income | | 11.7 | 15.0 |
| Hotel revenue | | 7.4 | 21.1 |
| Loss on sale of investment property | | - | (1.8) |
| Net change in fair value of investment and development property | | (11.8) | (12.6) |
| | 7.3 | 21.7 |
| Rest of Europe | | | |
| Rental income | | 6.4 | 6.3 |
| Loss on sale of investment property | | - | (0.1) |
| Net change in fair value of investment and development property | | (3.5) | (10.5) |
| | 2.9 | (4.3) |
| Total | | | |
| Rental income | | 54.6 | 60.0 |
| Hotel revenue | | 7.4 | 21.1 |
| Loss on sale of investment property | | (4.6) | (2.7) |
| Net change in fair value of investment and development property | | (18.1) | (53.2) |
| | 39.3 | 25.2 |
6. Taxation
A. Company
The Company is tax resident in Jersey. Jersey has a corporate tax rate of zero under schedule D of the Income Tax (Jersey) Law 1961 as amended, so the Company is not subject to tax in Jersey on its income or gains and is not subject to United Kingdom or other jurisdiction corporation tax on any dividend or interest income it receives. No charge to Jersey taxation will arise on capital gains.
B. Group
The Directors conduct the affairs of the Group such that the management and control of the Group is exercised in Jersey.
The Group is liable to foreign tax on activities in its overseas subsidiaries. Outside of Jersey, the Group has subsidiaries and funds in Luxembourg, Ireland, Italy, Spain, the United Kingdom and the United States of America and investment and development property located in the United Kingdom, Ireland, Italy and Spain.
Details of tax rates applicable in the jurisdictions in which the Group operates are set out in Note 10 to the Audited Financial Statements.
C. Amounts recognised in the profit or loss
| | | | | | | | | | | |
| | Six month
period ended
30 June
2024 | Six month
period ended
30 June
2023 |
| | Unaudited | Unaudited |
| | £m | £m |
| Current tax expense | | | |
| Current period | | 10.9 | 4.0 |
| | 10.9 | 4.0 |
| Deferred tax credit | | | |
| Origination and reversal of temporary differences | | (0.3) | 1.7 |
| | (0.3) | 1.7 |
| Tax expense | | 10.6 | 5.7 |
7. Investment and development property
| | | | | | | | | | | |
| | 30 June
2024 | 31 December
2023 |
| | Unaudited | Audited |
| Reconciliation of carrying amounts of investment properties | | £m | £m |
| Investment property | | | |
| Opening balance | | 1,146.4 | 1,340.1 |
| Acquisition of investment property | | 8.7 | 36.5 |
| Disposal of investment property | | (2.3) | (74.6) |
| Improvements to investment property | | 4.0 | 7.2 |
| Transfer to assets held-for-sale | | (60.3) | (32.6) |
| Transfer from investment property under development | | - | 4.0 |
| Net change in fair value | | (14.4) | (123.3) |
| Effects of translation to presentation currency | | (11.0) | (10.9) |
| Closing balance | | 1,071.1 | 1,146.4 |
| | | | | | | | | | | |
| |
30 June
2024 |
31 December
2023 |
| | Unaudited | Audited |
Reconciliation of carrying amounts of property under development | |
£m |
£m |
| Investment property under development | | | |
| Opening balance | | 36.7 | 94.5 |
| Disposal | | - | (50.8) |
| Development expenditure | | 0.9 | 0.6 |
| Transfer to investment property | | - | (4.0) |
| Net change in fair value | | (0.1) | (2.7) |
| Effects of translation to presentation currency | | - | (0.9) |
| Closing balance | | 37.5 | 36.7 |
| Disclosed as: | | | |
| Carrying value of investment and development property | | 1,108.6 | 1,183.1 |
Assets held-for-sale (Note 12) | | 56.2 | 221.2 |
Adjustment in respect of straight line rent1 | | 15.0 | 16.3 |
| Fair value of investment and development property | | 1,179.8 | 1,420.6 |
Footnote:
1. Included as a component of the “Rent and other receivables” balance in the condensed consolidated balance sheet.
The cost of investment properties acquired during the period, inclusive of acquisition costs, is £8.7 million (year ended December 2023: £36.5 million).
Acquisition costs comprise primarily stamp duty, legal services, and other directly attributable costs and amounted to £0.7 million (year ended 31 December 2023: £Nil).
The cost of property carried as held for sale, inclusive of acquisition costs, is £56.2 million (year ended 31 December 2023: £221.2 million).
At 30 June 2024, the Group was contractually committed to £2.6 million (year ended December 2023: £3.2 million) of future expenditure for the purchase, construction, development and enhancement of investment and development property.
The net fair value loss of £18.1 million (year ended 31 December 2023: £131.5 million) has been recognised in the Consolidated income statement, of which £3.6 million of this loss (year ended December 2023: £5.5 million) relates to assets held for sale (Note 12).
At 30 June 2024, a director valuation has been undertaken using the external valuations at 31 December 2023 as a foundation. The Directors confirm that the valuation techniques and the key unobservable inputs used in the valuation of the Group’s investment property and investment property under development at 31 December 2023 continue to apply for the period ended 30 June 2024. In performing this assessment, the directors worked with the Investment Advisors to develop valuations attributable to each investment property in the Group’s portfolio. These valuations were determined by reference to expected cash flows for each asset, and by applying capitalisation yields determined with reference to relevant industry benchmarks and market indices.
A. Valuation process
Third party valuations are performed annually on 31 December. Director valuations are performed on 30 June 2024.
Further information on the valuation methodologies applicable to investment property and investment property under development is provided in Note 11 to the Audited Financial Statements. The Group considers that all of its investment and development property falls within Level 3 of the fair value hierarchy, as defined by IFRS 13 (as discussed in Note 5A of the Audited Financial Statements).
8. Investment in equity-accounted investees
| | | | | | | | | | | |
| | 30 June
2024 | 31 December
2023 |
| | Unaudited | Audited |
| | £m | £m |
| Opening balance | | 235.6 | 227.7 |
| Contributions to equity accounted investees | | 9.1 | 31.8 |
| Dividends received | | (1.4) | (2.3) |
| Share of loss, net of tax | | (5.1) | (19.3) |
| Effects of translation to presentation currency | | (3.9) | (2.3) |
| Closing balance | | 234.3 | 235.6 |
Further information on the valuation methodology is provided in Notes 3, 5 and 31 to the Audited Financial Statements.
There were no changes to valuation techniques during the period. As described in note 7, the directors performed a valuation of each individual asset in the Group’s portfolio.
9. Borrowings
| | | | | | | | | | | |
| | 30 June
2024 | 31 December
2023 |
| | Unaudited | Audited |
| | £m | £m |
| Secured | | 591.5 | 652.4 |
| Unsecured | | 402.4 | 411.9 |
| | 993.9 | 1,064.3 |
| Unamortised borrowing costs, bond discounts and bond premia | | (4.5) | (5.8) |
| | 989.4 | 1,058.5 |
| | | | | | | | | | | |
| Disclosed as: | | | |
| Current | | 189.9 | 227.5 |
| Non-current | | 799.5 | 831.0 |
| | 989.4 | 1,058.5 |
A. Reconciliation of carrying value
Movements in the Group’s borrowings are analysed in the following table.
| | | | | | | | | | | |
| | 30 June
2024 | 31 December
2023 |
| | Unaudited | Audited |
| | £m | £m |
| Opening balance | | 1,058.5 | 1,233.7 |
| Principal repayments on secured debt | | (54.4) | (162.5) |
| Principal repayments on unsecured debt | | - | - |
| Draw down of new secured debt | | - | 1.0 |
| Borrowing costs incurred | | (0.4) | (0.9) |
| Debt Extinguishment | | 0.4 | - |
| Amortisation of borrowing costs and bond discounts, net of accretion of premia from bond and note taps | | 1.2 | 2.8 |
| Effects of translation to presentation currency | | (15.9) | (15.6) |
| Closing balance | | 989.4 | 1,058.5 |
The tables above, are presented net of unamortised borrowing costs, which will be released to the income statement over the period of the associated borrowing.
Further information on the maturity profile of borrowings, collateral, interest rate and currency profile as well as financial covenants are provided in Note 21 D to H of the Audited Financial Statements.
Further information on the fair value methodology is provided in Note 23 of the Audited Financial Statements.
B. Secured borrowings
I. Book value
| | | | | | | | | | | | | | | | | |
| Draw down date1 | Effective interest rate | Maturity | 30 June
2024 | 31 December 2023 |
| | % | | £m | £m |
| €70.3 million borrowing | 4 December 2017 | 5.80% | 4 December 2026 | 46.1 | 51.1 |
€46.4 million borrowing 2 | 4 December 2017 | 2.75%+ EURIBOR | 30 September 2027 | 38.2 | 39.5 |
| €57.5 million borrowing | 4 December 2017 | 2.40%+ EURIBOR | 4 December 2024 | 43.8 | 44.8 |
€37.2 million borrowing 2 | 29 December 2015 | 1.70%+ EURIBOR | 29 January 2037 | 28.3 | 29.1 |
£165.0 million borrowing 3 | 30 January 2015 | 5.56% | 5 May 2024 | - | 37.7 |
£15.4 million borrowing5 | 20 October 2020 | 7.60% | 28 September 2026 | 15.4 | 15.4 |
€35.0 million borrowing5 | 21 January 2021 | 5.85% | 28 September 2026 | 29.6 | 30.4 |
€40.0 million borrowing5 | 20 October 2020 | 5.85% | 28 September 2026 | 33.9 | 34.7 |
| £97.6 million borrowing | 14 September 2021 | 1.80% + SONIA | 10 September 2026 | 86.2 | 96.8 |
£143.6 million borrowing5 | 3 December 2021 | 2.00% + SONIA | 1 December 2024 | 141.8 | 141.4 |
| €49.2 million borrowing | 9 August 2022 | 3.16% | 3 August 2029 | 41.3 | 42.2 |
| £31.8 million borrowing | 10 March 2022 | 2.30% + SONIA | 8 March 2027 | 31.5 | 31.4 |
£41.1 million borrowing 4 | 24 March 2022 | 2.10% + SONIA | 24 March 2027 | 39.4 | 40.7 |
| €14.8 million borrowing | 11 August 2022 | 3.47% | 11 August 2029 | 12.3 | 12.6 |
| | | | 587.8 | 647.8 |
| Unamortised borrowing costs (included above) | | | | 3.7 | 4.6 |
| | | | 591.5 | 652.4 |
Footnotes:
1.Draw down date or date of acquisition, whichever is later.
2.Amortising loan.
3.Full Repayment of loan during the period
4.Partial repayment of loan during the period
5.Extension options available at the Company’s discretion.
Debt service is payable quarterly on all secured borrowings.
C. Bonds and notes
I. Book value
| | | | | | | | | | | | | | | | | | | | |
| | Issue date | Effective interest rate | Maturity | 30 June 2024 | 31 December 2023 |
| | | | | Unaudited | Audited |
| | | % | | £m | £m |
| €550.0 million 3.25%, 10 year unsecured note | 12 November 2015 | 3.25% | 12 November 2025 | 401.6 | 410.7 |
| | | | | 401.6 | 410.7 |
| Unamortised borrowing costs, discounts and premia | | | 0.8 | 1.2 |
| | | | 402.4 | 411.9 |
The Company may from time to time seek to retire or repurchase outstanding listed debt through open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on market conditions, liquidity requirements, contractual restrictions and other factors. The amounts subject to such repurchases may be material.
10. Financial instruments – Fair values and risk management
A. Accounting classifications and fair values
The following table shows the book values and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.
I. 30 June 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Carrying amount | Fair value |
| Fair value – hedging instruments | Mandatorily at FVTPL – others |
FVOCI – debt instruments | FVOCI – equity instruments | Financial assets at amortised cost | Other financial liabilities | Level 1 | Level 2 | Level 3 |
| Unaudited | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Financial assets measured at fair value | | | | | | | | | |
| Interest rate caps not designated as hedges | - | 12.7 | - | - | - | - | - | 12.7 | - |
| - | 12.7 | - | - | - | - | | | |
| Financial assets not measured at fair value | | | | | | | | | |
| Rent and other receivables | - | - | - | - | 26.0 | - | - | - | - |
| Cash and cash equivalents | - | - | - | - | 121.4 | - | - | - | - |
| - | - | - | - | 147.4 | - | | | |
| Financial liabilities measured at fair value | | | | | | | | | |
| Foreign currency forward contracts not designated as hedges | - | (1.4) | - | - |
- | - | - | (1.4) | - | |
| - | (1.4) | - | - | - | - | | | |
| Financial liabilities not measured at fair value | | | | | | | | | |
| Secured bank loans | - | - | - | - | - | (591.5) | - | - | (546.2) |
| Unsecured bond issues | - | - | - | - | - | (402.4) | - | (383.0) | - |
| Trade and other payables | - | - | - | - | - | (17.2) | - | - | - |
| - | - | - | - | - | (1,011.1) | | | |
II. 31 December 2023
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Carrying amount | Fair value |
| Fair value – hedging instruments | Mandatorily at FVTPL – others |
FVOCI – debt instruments | FVOCI – equity instruments | Financial assets at amortised cost | Other financial liabilities | Level 1 | Level 2 | Level 3 |
| £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Financial assets measured at fair value | | | | | | | | | |
| Interest rate caps not designated as hedges | - | 15.2 | - | - | - | - | - | 15.2 | - |
| - | 15.2 | - | - | - | - | | | |
| Financial assets not measured at fair value | | | | | | | | | |
| Rent and other receivables | - | - | - | - | 29.9 | - | - | - | - |
| Cash and cash equivalents | - | - | - | - | 93.1 | - | - | - | - |
| - | - | - | - | 123.0 | | | | |
| Financial liabilities measured at fair value | | | | | | | | | |
| Foreign currency forward contracts not designated as hedges | - | (0.3) | - | - | - | - | - | (0.3) | - |
| - | (0.3) | - | - | - | - | | | |
| Financial liabilities not measured at fair value | | | | | | | | | |
| Secured bank loans | - | - | - | - | - | (652.4) | - | - | (647.2) |
| Unsecured bonds and notes | - | - | - | - | - | (411.9) | - | (375.4) | - |
| Trade and other payables | - | - | - | - | - | (27.7) | - | - | - |
| - | - | - | - | - | (1,092.0) | | | |
B. Measurement of fair values
The fair value of rent and other receivables, cash and cash equivalents, and trade and other payables approximate to their carrying value due to their short term nature. They are carried at amortised cost.
C. Financial risk management
The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk and foreign currency risk), credit risk and liquidity risk.
The interim financial statements do not include all financial risk management information and disclosures required in the Audited Financial Statements.
Further information on financial risk management is set out in Note 23 to the Audited Financial Statements. There have been no changes in any risk management policies since 31 December 2023.
11. (Loss)/gain on sale of investment and development property and loan collateral
| | | | | | | | | | | |
| | Six month period ended
30 June
2024 | Six month period ended
30 June
2023 |
| | Unaudited | Unaudited |
| | £m | £m |
| | | |
| Gross proceeds on disposal | | 216.5 | 32.7 |
| Selling costs | | (4.8) | (1.6) |
| Net proceeds on disposal | | 211.7 | 31.1 |
| Carrying value | | (216.3) | (33.8) |
| (Loss) on disposal | | (4.6) | (2.7) |
The carrying value of assets sold includes assets which were held-for-sale at 31 December 2023 (Note 12).
12. Assets held-for-sale
The Group has identified certain of its investment properties as held-for-sale in accordance with IFRS 5. The carrying value of such assets was £56.2 million at the balance sheet date (31 December 2023: £221.2 million).
During the period, the full portfolio of assets which were classified as held for sale at 31 December 2023 were sold. During the period a fair value loss of £3.6 million was recognised on these assets and the effects of translation to presentation currency is a loss of £4.0 million (2023: loss £0.2 million).
13. Subsequent events
On 30 July 2024 the Group disposed of an asset in Spain for £56.2 million, repaying debt of £28.7 million and realising net cash proceeds of £26.3 million.
14. Approval of the interim financial statements
These interim financial statements were authorised for issue by the Company’s Board of Directors on 27 August 2024.
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