Half-year
results for
the six
months ended
31
March 2024
16 May 2024
Continued progress on strategic priorities has
delivered a solid operational performance, with good visibility on
further improvement in the second half.
FY24 half-year key figures
Financial performance
|
|
|
|
Six months
to:
|
31 March
2024
|
31 March
2023
|
Change
|
IFRS rental income
|
€35.9m
|
€32.6m
|
10.1%
|
Adjusted earnings per share
(EPS)1
|
2.62
cents
|
2.70
cents
|
(3.0)%
|
IFRS Basic
EPS1
|
(2.32)
cents
|
(27.20)
cents
|
91.5%
|
Dividend per share
|
2.50
cents
|
2.50
cents
|
-
|
Total Return
|
(3.0)%
|
(22.1)%
|
19.1 pts
|
|
|
|
|
|
31 March
2024
|
30 September
2023
|
Change
|
Portfolio
value2
|
€1,464.8m
|
€1,561.9m
|
(6.2)%
|
- like-for-like portfolio valuation change
|
|
|
(2.9)%
|
EPRA net tangible assets (NTA) per
share
|
€0.96
|
€1.02
|
(5.9)%
|
IFRS Basic NAV per
share
|
€0.94
|
€0.99
|
(5.1)%
|
Loan to value (LTV)
ratio3
|
44.5%
|
46.4%
|
(1.9)
pts
|
Annualised rental
income4
|
€74.3m
|
€76.3m
|
(2.6)%
|
|
|
|
|
Operational
performance
|
|
|
|
|
31 March
2024 H1 24
|
31 March
2023 H1 23
|
30 September
2023 FY23
|
Like-for-like rental
growth5
|
(0.3)%
|
2.8%
|
4.5%
|
Rent collection
|
100%
|
100%
|
100%
|
Weighted average unexpired lease
term6
|
7.8
years
|
7.9
years
|
7.9
years
|
EPRA vacancy rate
|
3.9%
|
5.4%
|
5.5%
|
|
|
|
|
Adjusted EPRA cost
ratio7
|
24.1%
|
25.6%
|
24.2%
|
Average cost of debt
|
1.4%
|
1.2%
|
1.3%
|
|
|
|
|
Like-for-like estimated rental
value (ERV) growth8
|
4.0%
|
3.4%
|
6.5%
|
Chairman's commentary
Robert Orr, Chairman of Tritax EuroBox plc,
commented:
"Over the past six months, we have continued
to build on the good progress made on delivering the strategic
priorities we outlined 18 months ago. A solid operational
performance is reflected in the cost ratio within our target range,
the dividend remaining fully covered, and the further advancement
of our planned disposal programme that continues to lower balance
sheet leverage.
"Asset sales have now reached €173 million,
and we expect to complete the disposal programme and move our debt
metrics towards target levels by the end of 2024. In total,
these transactions have been completed broadly in line with book
values, demonstrating the attractiveness of our portfolio in what
has been a challenging period in investment markets. Reflecting
this uncertain market backdrop, investment yields have continued to
soften leading to our portfolio valuation declining marginally over
the period.
"We remain confident our high-quality
portfolio and customer base continues to place the Company in a
strong position to benefit from the supportive structural drivers
and market dynamics in the European logistics sector. However,
despite the progress with our strategic priorities and
well-positioned portfolio, the Board remains acutely aware of the
significant share price discount to NAV. The Board is in regular
dialogue with the Manager and the Board's advisers about how to
address this issue, and there is a clear alignment and focus to
deliver value for all shareholders in an effective and efficient
manner."
FY24 half-year results overview
Rental income impacted by
disposals; dividend remains covered
· IFRS
rental income of €35.9 million, up 10.1%, reflecting rent
indexations, asset management activity and conversion of rental
guarantees into income partly offset by disposals
· Annualised
rental income of €74.3 million, down 2.6%, primarily due to the
sales programme. Like-for-like5 rental decline of 0.3%
over six months, with income growth offset by lease and rental
guarantee expiries.
·
Adjusted EPRA Cost Ratio7 of 24.1% (H1
23: 25.6%), in line with our target range of 20-25%, benefiting
from a lower Management fee due to the lower portfolio
valuation.
·
Adjusted EPS1 of 2.62 cents, down 3.0%, primarily
due to disposals.
·
Dividend per share of 2.50 cents was 104.7%
covered by Adjusted EPS for the period.
Investment portfolio let to strong customers on
long-term, inflation-linked leases
·
Portfolio value2 of €1,464.8
million (FY23: €1,561.9 million), reflecting the disposals of Bochum and Malmö and a
like-for-like reduction of 2.9% primarily due to continued
sector-wide outward yield shift, partly offset by ERV
growth.
·
Decline in portfolio value led
to a reduction in NTA per share to €0.96 (FY23: €1.02) and a
negative Total Return of 3.0% (FY23: negative 22.5%).
·
Portfolio reversion of 21.3% or €15.9 million,
reflecting a like-for-like increase in portfolio ERV of
4.0%.
· 97% of
leases subject to annual rental increases, with a WAULT to expiry
of 9.5 years and 82% linked to inflation.
·
Decrease in EPRA vacancy rate to 3.9% (FY23: 5.5%) reflecting
the new lettings in Italy, Sweden and Poland. The post period end
short-term letting in Poland reduces this to 3.1%.
Asset management and indexation added €1.8
million to annualised rental income4
· Three
new leases at Settimo Torinese, Rosersberg 1 and Strykow total €1.6
million of annual rent. Post period end, signed an additional
short-term lease at Strykow, securing rent of €0.6
million.
· Asset sales in Bochum and Malmö for €46.8 million and €28.3
million respectively, and post period end in Gothenburg for €33.5
million. The disposal programme has now reached €173 million, with
overall sales in line with book value.
· Ongoing integration of ESG objectives into operations,
including progress with the four German solar PV projects that will
more than double installed capacity to 21.5MWp from 10.3MWp.
Installation is expected to commence in Q4 2024.
Balance sheet benefitting from low cost of debt
and no near-term refinancing
· 100% of drawn debt with fixed rates, with an average cost of
debt of 1.43% for H1 24. €250.0 million of undrawn debt facilities
as at period end.
· 3.0-year weighted maturity, with earliest refinancing of
drawn debt not required until Q2 2026.
· Fitch investment grade rating re-affirmed and outlook
upgraded to Stable.
· Loan to value (LTV) ratio3 of 44.5% remains above
our preferred range, with the benefit of disposal proceeds partly
offset by the portfolio valuation decline and capital expenditure
on the Oberhausen development.
· Taking into account the post period end disposal at
Gothenburg, the pro-forma LTV decreases to 43.3%.
· Covenant headroom with LTV3 of 44.5%, interest
cover of 4.8x and gearing of 86.1%, versus covenants of 65%, 1.5x
and 150.0% respectively.
Notes
1. See note 7 to the condensed
financial statements for reconciliation.
2. Valuation under IFRS (excluding
rental guarantees), this includes assets held for sale.
3. As per KPI
definition.
4. Contracted
rent, on an annualised basis, at the reporting date. With the
additions of rental guarantees.
5. Excluding extensions at Strykow, the
like-for-like rental income decline is 0.3%. Rental income growth
for the stabilised portfolio of 0.6%.
6. Weighted average unexpired lease term to
break is 7.8 years and weighted average unexpired lease term to
expiry is 9.5 years.
7. Including rental
guarantees.
8. Like-for-like ERV growth for
six months for H1 24 and H1 23, and for 12 months for
FY23.
Presentation for investors and
analysts
A Company presentation for analysts and
investors will take place via a live webcast at 09:00am (UK time)
today. To view the live webcast, please register via this
link:
Tritax
EuroBox plc - 2024 half-year results
Analysts and investors will also be able to
listen to the event via a moderated conference call using the
following details:
Phone number: +44 (0) 33 0551
0200
Participant access: quote
'EuroBox
Half-year results'
The presentation will also be
accessible on-demand later in the day from the Company
website:
tritaxeurobox.co.uk/investors/results-and-presentations/.
A Company presentation aimed more towards
retail investors will take place via a live webcast at 11:30am (UK
time) on Friday 17 May 2024. Investors can sign up to Investor Meet Company for free and add
to meet Tritax EuroBox plc via:
https://www.investormeetcompany.com/tritax-eurobox-plc/register-investor
The presentation is open to all existing and
potential shareholders. Questions can be submitted pre-event via
your Investor Meet Company
dashboard up until 16 May 2024, 09:00am (UK time), or at any time
during the live presentation. Investors who already follow Tritax
EuroBox plc on the Investor Meet
Company platform will automatically be invited.
Further information
Tritax EuroBox plc
+44 (0)
20 8051 5070
Phil Redding - CEO for Tritax EuroBox plc
Mehdi Bourassi - CFO for Tritax EuroBox plc
Charles Chalkly - Investor Relations Director for Tritax EuroBox
plc
Kekst CNC
(Media enquiries)
Tom
Climie / Guy Bates
+44 (0) 7760 160 248 / +44 (0) 7581 056 415
tritax@kekstcnc.com
Notes:
Further information on the Company
is available at: tritaxeurobox.co.uk
The Company's LEI is:
213800HK59N7H979QU33.
Chairman's statement
During the period, we have delivered further
progress on the strategic priorities set out 18 months ago. IFRS
rental income has increased by 10.1%, our Adjusted EPRA Cost Ratio
of 24.1% remains within our target range and the dividend remains
well covered. We have disposed of three further assets and are
confident the remaining planned sales will move the LTV
ratio towards our preferred percentage range of
low 40s by the end of the year. The use of sale
proceeds to primarily reduce leverage has, as expected, impacted
annualised rental income and Adjusted Earnings, which have reduced
by 2.6% and 3.0% respectively.
Despite the challenging
macro-economic backdrop, our portfolio remains well-positioned. The
high-quality assets and strong income characteristics are
demonstrated by our 100% rent collection, high occupancy, roster of
strong customers on long leases and annual rental increases through
indexation.
However, the continuation of
restrictive monetary conditions has caused investment markets to
remain subdued and valuation yields to drift higher across European
logistics markets. Reflecting these market conditions, during the
period we experienced a small reduction in the valuation of our
portfolio. In spite of this, we are encouraged to see
macro-economic expectations improving and investor sentiment
turning more positive.
Financial performance driven by further
progress on our strategic priorities
IFRS rental income increased to
€35.9 million (H1 23: €32.6 million),
mainly due to letting activity converting rental guarantees to IFRS
income. The Company's Adjusted EPRA Cost
Ratio improved to 24.1% (H1 23: 25.6%), benefiting from a
reduced Management fee derived from the lower portfolio valuation.
However, the positive effect on earnings from these income and cost
movements was more than offset by the two disposals completed
during the period. The Adjusted EPS consequently decreased by 3.0%
to 2.62 cents (H1 23: 2.70 cents).
However, the dividend remained covered at 104.7%
of Adjusted EPS, with a declared dividend totalling 2.50 cents per
share for the period, in line with the previous year.
The portfolio was independently
valued by CBRE at €1,464.8 million at the period end (FY23:
€1,561.9 million), reflecting the two asset disposals and
representing a like-for-like valuation reduction of 2.9% versus
September 2023. Valuation declines were partially mitigated by
continued ERV growth of 4.0% growing the reversionary potential of
the portfolio to €15.9 million (21.3%). Overall, this resulted in
EPRA NTA per share of €0.96, down 5.9% (FY23: €1.02).
In line with our previously
announced disposal programme, during the period we completed the
sales of assets in Bochum (Germany) for €46.8 million and in Malmö
(Sweden) for €28.3 million. Post period end we completed the sale
of an asset in Gothenburg (Sweden) for €33.5m and this brought
sales completed over the last 12 months to €173 million.
Including the post period end sale of
Gothenburg, our LTV has reduced further to 43.3%. We will look to
complete the disposal programme in the second half of 2024, which
is expected to lower leverage towards our preferred percentage
range in the low 40s.
The Company continues to benefit from a low
average cost of debt of 1.43% due to the fixed or capped rates on
all its borrowings. As the Revolving Credit Facility (RCF) has been
repaid during the period, the Company's earliest refinancing is the
€500 million green bond. The Company expects to refinance the RCF
and the bond ahead of their respective maturities in October 2025
and June 2026.
During the period, Fitch Ratings affirmed the
Company's investment grade rating and revised up the Company's
outlook to Stable from Negative. Together these underline the good
progress made on targeted disposals and the overall quality of the
portfolio.
Advancement of our ESG strategy, particularly
our solar PV installations
We continue to focus on delivering our ESG
strategy and on the targets we launched a year ago.
Improved ratings from CDP and
Sustainalytics demonstrated this progress in our ESG
performance. Our focus over the past six months has
been on the four solar PV projects in Germany which will more than
double portfolio capacity to 21.5MWp from 10.3MWp. We have now
secured a guaranteed floor price for power entering the grid on the
four schemes and have also made good progress on agreeing Power
Purchase Agreements with our customers. Installation is expected to
begin in Q4 2024.
As part of its ongoing programme of engagement
with investors, the Board met with seven of the top-10 shareholders
and directly interacted with approximately half of the Company's
active, institutional shareholders during the period. The Board
remains committed to maintaining an active dialogue with
shareholders and has appreciated the productive discussions,
including those on strategic options available to the
Company.
Outlook
The future performance of the business is
underpinned by our portfolio of high-quality, modern logistics
assets that are mission-critical to our customers. Our buildings
have strong ESG credentials and are concentrated in the major
distribution corridors in key European markets, which means they
remain well-positioned to deliver performance and value to
stakeholders over the long term.
With a steady reduction in inflation in recent
months, we have seen increasing confidence that the rate hiking
cycle in Europe is now behind us and expectations that the next
movement in rates will be downwards. Signs are emerging that
investor sentiment and wider capital markets are responding to this
shift, as demonstrated by the increase in European logistics
transaction volumes recorded in the period, up 17% versus the same
period in the prior year. This improvement underpins the growing
consensus that we are near the end of interest-rate-driven outward
yield shift and the market backdrop should be more supportive for
asset values through the remainder of 2024 and into
2025.
Occupational markets remain broadly healthy,
particularly in core markets where supply remains constrained and
vacancy levels are low. Take-up continues to be well supported by
the ongoing structural drivers of demand and the diversified nature
of occupational requirements from a range of business sectors.
However, we are seeing evidence of the more challenging economic
outlook in Continental Europe leading to increasing caution from
some occupiers, with decision-making taking longer and expansion
plans being reviewed.
Within this context, our high-quality and
well-located portfolio has allowed us to benefit from positive
structural drivers and supportive market dynamics, and the roster
of strong customers on long, inflation-linked leases with minimal
exposure to development risk also provides defensive
characteristics in the event occupational markets become
tougher.
Although future income growth from within our
own portfolio will continue to be primarily driven by the annual
fixed and index-linked uplifts inherent in nearly all our leases,
unlocking the €15.9 million (21.3%) of rent reversion within the
portfolio through asset-management initiatives remains a priority.
In addition, the ongoing engagement with our strong customer base
will continue to be a source of new opportunities to grow
income.
The Board continues to believe the emphasis on
delivering high-quality earnings, paying a covered dividend, and
maintaining balance sheet strength through completing the planned
disposal programme, remains appropriate and will deliver value to
Shareholders in the long term.
However, despite the progress with our
strategic priorities and well-positioned portfolio, the Board
remains acutely aware of the significant share price discount to
NAV. The Board is in regular dialogue with the Manager and the
Board's advisers about how to address this issue, and there is a
clear alignment and focus to deliver value for all shareholders in
an effective and efficient manner.
Manager's report
18 months ago, we set out four key priorities:
to capture income growth opportunities embedded within the existing
portfolio; to improve operational efficiencies to lower the cost
ratio; to combine these activities to drive earnings per share and
deliver a covered dividend for the year; and to underpin these
activities by maintaining balance sheet strength. Over the past six
months, the Company has taken further steps in delivering these
priorities despite the economic and property market backdrop
remaining challenging.
Market sentiment has continued to be
influenced by macro-economic factors, with the continuation of
restrictive monetary conditions and uncertainty on the timing of
interest rate cuts, leading many investors to adopt a
"wait-and-see" approach. This environment has led to valuations
across some of our markets to drift lower during the period.
However, with inflation in Continental Europe on a downward
trajectory and expectations that interest rates will also turn
lower, this should provide a more supportive backdrop for our
markets over the remainder of the year.
While investment volumes have remained subdued,
more recently we have seen evidence of activity picking up,
particularly from those investors with high conviction on the
sector's long-term structural drivers and strong market
fundamentals. The reported up-tick in investment volumes during the
period reflects this trend and is also an encouraging sign that
activity should gain momentum through the year and into 2025.
However, stability and valuation improvement will likely remain
dependent on the extent and timing of Central Bank actions in the
near term.
Occupier markets in Continental Europe have also
not been immune to the more challenging economic outlook, with
take-up declining, albeit off the back of three very strong years
through the pandemic. Demand remains broad-based but some occupiers
are becoming more cautious, and decision-making is taking
longer.
The significant decline in development pipelines
towards the end of last year has mitigated to a degree this fall in
demand, with average vacancy levels only increasing moderately in
most markets. Increases in country averages also mask a divergence
between core markets, that remain very tight, and peripheral
markets, where speculative development is taking longer to lease
up. Overall, occupier market fundamentals remain robust and
continue to support positive rental growth.
Delivering on our strategic
priorities
A key part of our focus on driving operational
performance is the capture of income growth opportunities embedded
within the existing property portfolio. In line with this
objective, we successfully completed several initiatives during the
period increasing IFRS rental Income to €35.9 million, up 10.1%
from the previous interim period, reflecting rent indexations,
asset management activity and new lettings converting rental
guarantees into rental income.
The annualised rental income of €74.3 million
was down 2.6%, as a result of the disposals over the past 12
months. On a like-for-basis, the annualised income decreased by
0.3%, driven by the rental guarantee expiry at Rosersberg. On
the stabilised portfolio (excluding the Rosersberg assets), the
like-for-like income grew 0.6%. With good visibility on new income
and lease indexations weighted to the second half of the year, we
anticipate the stabilised portfolio will deliver like-for-like
income growth of between 3% and 5% for the full financial
year.
The portfolio's EPRA vacancy rate reduced to
3.9% from 5.5% reflecting this good progress in letting recently
completed speculatively developed schemes at Settimo Torinese
(Italy) and Rosersberg (Sweden). The post period end short-term
letting of existing vacant space at Strykow (Poland) reduces this
further to 3.1%. The majority of the vacancy relates to the
recently completed speculative schemes at Rosersberg, with the
lease-up of this space a key priority for the remainder of the
year.
Our Adjusted EPRA Cost Ratio declined to 24.1%
from 25.6% in H1 23 as we continued to manage our costs and
benefited from a reduced Management fee due to the alignment with
the lower portfolio valuation. Our Adjusted EPRA Cost Ratio remains
within our target range of 20-25%. We continue to seek
opportunities to reduce the cost base further to enable us to move
towards our longer-term aspiration of being at the lower end of
this range.
Reflecting the asset management and disposal
activity during the period, adjusted EPS consequently decreased by
3.0% to 2.62 cents. However, the dividend remained covered at
104.7%. The Company declared quarterly dividends totalling 2.50
cents in the period, in line with the prior year.
Underpinning these priorities is our objective
to maintain a strong balance sheet position, encompassing the
management of our cost of debt, available liquidity and metrics
including the LTV and net debt/EBITDA ratios.
To support this objective, in May last year we
announced our intention to sell at least €150 million of assets to
lower leverage and move debt metrics to within target ranges. Two
disposals were signed in the period at Bochum in Germany for c.€47
million and Malmö in Sweden for c.€28 million. Together with the
previous disposal of Hammersbach in Germany for c.€65 million,
these transactions have brought sales completed to €139 million as
at the end of March.
Post period end, we announced the disposal of an
asset in Gothenburg for €33.5 million, 3.8% below the September
2023 valuation and in line with the latest valuation. This sale
increased proceeds from the disposal programme to €173 million and,
in total, have been secured at a price broadly in line with book
value. In the context of a subdued investment market backdrop and
lower transactional volumes, the ability to effectively execute the
sales programme through this period demonstrates the attractiveness
of our high-quality assets.
Including the post period end sale in
Gothenburg, the pro forma LTV has now reduced to 43.3%. We expect
to complete the planned disposal programme over the course of 2024
and remain confident of achieving our target of an LTV percentage
in the low 40s by the end of the calendar year.
Valuation performance
The Company's portfolio valuation movements over
the past two years have broadly reflected wider market trends, that
in turn have been led by the rapid change in the macro-economic and
interest rate environment. The first signs of outward yield shift
became apparent in the second half of FY22 and were followed by a
greater impact in the first half of FY23. This yield expansion
moderated in the latter half of FY23 and at the latest valuation
date at the end of March 2024.
As at 31 March 2024, the property
portfolio was valued by the Company's independent valuer, CBRE, at
€1,464.8 million compared with €1,561.9 million at 30 September
2023. The valuation declined by 2.9% on a like-for-like basis
during the period, driven by the modest outward yield shift partly
offset by asset management gains, indexations and continued
ERV growth.
As at 31 March 2024, the portfolio
net initial yield was 4.7% (FY23: 4.4%), with the equivalent yield
at 5.2% (FY23: 4.9%). Lower yielding assets, larger lot sizes and
assets with vacancies experienced the most outward yield movement
with assets in supply-constrained markets such as the Netherlands
and Belgium performing well.
Portfolio ERV growth of 4.0% during the period
continued the positive momentum seen through FY23. As at 31 March
2024, the portfolio's ERV was €90.2 million (30 September 2023:
€89.7 million). As a result, the portfolio reversion has increased
to €15.9 million or 21.3% (FY23: €13.4 million or 17.6%), and the
reversionary yield has increased to 5.6% from 5.3% on 30 September
2023.
Enhancing our portfolio and its
performance
We have made good progress during the period on
our portfolio objectives.
Growing income through asset management
activity
We have successfully completed several asset
management initiatives during the period, including:
Strykow,
Poland:
§ Completion of 8,808 sqm building extension for Arvato
together with a lease re-gear, extending the unexpired term to
break to 8 years and to expiry to 11 years on all of Arvato's
67,956 sqm of space. This added €0.5 million pa of annualised
rental income.
§ Lease
re-gear signed with existing customer, Tillmann, for the expansion
of their unit of 3,287 sqm by an additional 4,680 sqm on a new
6.5-year lease.
§ Post
period end, a short-term lease expiring in January 2025 signed with
Arvato for an additional 17,156 sqm and meaning the 102,328 sqm
Strykow scheme is now fully let. New rent of €0.6 million will be
generated over the 10-month period.
Settimo
Torinese, Italy:
§ Lease
completed on 14,150 sqm Unit 1 with I-Dika, who also leased Unit 2
in August 2023. The new six-year lease agreed at a rent of €0.71
million pa was 11.3% above the rental guarantee and 9% above the
rent on the recently leased Unit 2.
Rosersberg,
Sweden:
§ Lease
completed with Aprilice on 5,007 sqm DC2, on a 5-year lease with a
5-year extension option and a tenant-only break option. The agreed
rent was 20% above the appraisal underwrite and 3.2% above the
September 2023 ERV level, representing €0.5 million of annualised
rental income.
Bornem,
Belgium:
§ Post
period end, lease re-gear of 13,945 sqm unit B and new lease for
14,935 unit C; both are inflation-linked, with an eight-year
duration and have been agreed with an existing customer. Together
the leases secure annualised income of €1.5 million until 2032.
Also, the customer signed a Power Purchase Agreement for the
existing 1.4MWp solar scheme, adding further annualised income of
€0.1 million.
Completing our pipeline of development
projects
Following the completion of six forward-funded
developments totalling 224,763 sqm in FY23, one further asset is
under construction:
Oberhausen,
Germany:
§ Construction commenced in July 2023 on this two-unit, 23,243
sqm speculative forward funding, which has the potential to produce
annualised rental income of €1.9 million when completed and fully
let. Practical completion is scheduled for Q3 2024, and we are
targeting a DGNB Gold certification. Active discussions are
on-going with potential customers.
Progressing the disposal programme
We made further progress with our planned
disposal programme during the period, with two sales completing at
Bochum in Germany for c.€47 million and Malmö in Sweden for c.€28
million. The Bochum sale price was broadly in line with book value,
with Malmö significantly ahead due to its specific user case as a
data centre commanding a high premium from the purchaser. Together
with the earlier disposal of Hammersbach in Germany for c.€65
million, these transactions brought gross sale proceeds to €139
million.
Post period end we disposed of an asset in
Gothenburg in Sweden for €33.5m 3.8% below the 30 September
valuation and in line with the latest valuation. The sale follows
the Malmö disposal agreed in December 2023 and means our Swedish
portfolio now comprises only two assets in Rosersberg, located to
the north of Stockholm, where we continue to seek tenants for the
remaining vacant units.
We will look to complete the planned
disposal programme over the remainder of 2024 to
achieve our primary objectives of reducing our debt metrics to
within target ranges and funding existing portfolio opportunities.
Following the completion of the programme, we will continue to
review the portfolio on our usual biannual basis to ensure
portfolio performance and positioning is maintained and aligned
with external market conditions.
Increase the solar PV generating capacity of the
portfolio
Our focus over the past six months has been on
the four solar PV projects in Germany, in collaboration with our
customers Wayfair, Action, Rhenus and GXO. These proposed projects
will the take current portfolio installed capacity to 21.5MWp from
10.3MWp, an increase of 109%. We have now secured a guaranteed
long-term floor price for power entering the grid and we have also
made good progress on agreeing Power Purchase Agreements with our
customers. Installation is expected to begin during Q4
2024.
In the near-term, there is a further 6.0MWp of
capacity which can be installed across three more assets in Germany
plus an extension of the existing scheme at Piacenza in
Italy.
Delivering our ESG strategy
In addition to the advancement of
the portfolio's solar PV schemes, we have delivered progress across
the updated ESG targets launched in 2023. During the first half of
FY24:
· We updated the ESG criteria we use for our Investment
Committee processes, enhancing investment
decision-making.
· We held a workshop on our ESG ambitions and objectives with
the relevant country teams from CBRE property management,
identifying ways in which they can further support us in achieving
these.
·
We engaged with our supply
chain and customers to explore options for delivering net zero
carbon emissions in partnership.
·
We continued our charity partnership with Mission
to Seafarers.
These activities have been
complemented by some further development and asset management
progress. Specifically:
·
Our units in Settimo Torinese achieved BREEAM New
Construction Very Good, and we are targeting a Gold DGNB
certification for our Oberhausen development.
·
We signed three new green leases.
Finally, our progress was reflected
in improved ESG rating agency scores, including a CDP climate
benchmark score of B, and a 9.8 (Negligible Risk) score for
Sustainalytics (2023: 14.3 (Low Risk)). These ratings bring us
within the 8th percentile of companies within the Real
Estate industry.
Good visibility of further progress in the
second half and beyond
Future growth potential and priorities
Future income growth from within our own
portfolio will continue to be primarily driven by the annual fixed
and index-linked uplifts inherent in nearly all our leases.
However, the €15.9 million of rent reversion within the portfolio
represents a major opportunity and unlocking this potential through
asset-management initiatives remains a key priority. In addition,
the attractiveness of our well-located, high-quality portfolio and
ongoing engagement with our customers will facilitate further
opportunities to grow income. In the near-term, this potential
includes annualised rental income of €4.4 million from leasing vacant space at our
speculative schemes at Rosersberg and Oberhausen. In the
medium-term, our solar PV revenue stream will make an increasing
contribution to portfolio income as the programme continues to
expand.
Outlook
Our portfolio of high-quality assets with strong
income characteristics continues to be well-placed to benefit from
the sector's positive growth drivers with its defensive qualities
also providing income security through the market cycle. In the
second half we expect:
- the like-for-like rental growth to move up to
between 3% and 5% on the stabilised portfolio
- to maintain the cost ratio within our target
range of 20-25% for the full year.
- the dividend to remain fully covered for the
financial year 2024, including the impact of planned asset
sales.
- to complete the planned disposal programme by
the end of 2024 - as originally outlined - and expect the LTV ratio
to move to our target percentage of low 40s.
Financial Review
Portfolio valuation
The portfolio was independently
valued by CBRE as at 31 March 2024, in accordance with the RICS
Valuation - Global Standards. The portfolio's total value at the
period end was €1,464.8 million (30 September 2023: €1,561.9
million), reflecting a like-for-like valuation decrease of 2.9%.
The Valuation's equivalent yield increased by 26 bps over the past
six months, with this outward yield shift only partially offset by
like-for-like ERV growth of 4.0% in the period.
Financial results
Income
IFRS rental income for the period was €35.9
million (H1 23: €32.6 million), up 10.1%. The growth was primarily
due to the conversion of previous rental guarantees into rental
income through the letting of assets under development in the prior
period. However, the increase was partly offset by the three
disposals completed since the start of the disposal programme in
May 2023.
Over six months, the like-for-like rental
decline of 0.3% with income growth offset by lease and rental
guarantee expiries. As at 31 March 2024, the portfolio's annualised
rent was €74.3 million (H1 23: €76.3 million), including €1.6
million of annualised rental guarantees.
Costs
The Company's operating and administrative costs
were €7.5 million (H1 23: €9.0 million), which primarily
comprised:
·
the Management Fee payable to the Manager of €2.3 million (H1
23: €3.4 million);
·
the Company's running costs, including accounting, tax and
audit; and
·
the Directors' fees.
The EPRA Cost Ratio for the period (inclusive of
vacancy cost) was 25.8% (H1 23: 30.3%). The Adjusted EPRA Cost
Ratio of 24.1% (H1 23: 25.6%), including rental guarantees
received, remains within the stated target range of 20-25%. The
lower cost ratio was primarily driven by a lower Management fee due
to the decrease in portfolio valuation.
The total cost of debt for the period was
€5.4 million (H1 23: €4.3
million), reflecting an attractive average cost of debt of 1.4% (H1
23: 1.2%). This represents a small increase against the prior
period, due to the expiry of the previously held caps at the start
of the financial year.
The Group made a consolidated loss before tax
for the period of €17.95 million (H1 23: loss of €241.3 million),
primarily driven by the negative valuation movement of investment
properties.
The current income taxation charge
for the year was €5.4 million (H1 23: €0.9 million). The relatively
higher charge against prior period is the result of capital gains
realised on disposals of investment properties during the year.
This exceptional taxation charge was €3.9 million. Overall, the
taxation charge is incurred in the local jurisdictions in which the
Company invests. As an HMRC approved investment trust, the Company
is exempt from UK corporation tax on its chargeable gains. The
Company is also exempt from UK corporation tax on dividend income
received, whether from UK or non-UK companies, provided the
dividends fall within one of the exempt classes under the
Corporation Tax Act 2009.
The corporation tax rate in future periods will
depend primarily on the jurisdictions where the Company owns
property assets, given the differing tax rates across Continental
Europe. The Company does not use any structures designed to
artificially reduce its tax liabilities and looks to pay the
appropriate level of tax where it is due.
Earnings Per Share
IFRS Basic Earnings Per Share for the period was
negative 2.32 cents (H1 23: negative 27.20 cents), with the
improvement versus the prior year reflecting a less negative
adverse valuation movement through the period. EPRA EPS, which
excludes valuation movements, was 2.60 cents (H1 23: 3.21 cents).
Adjusted Earnings, which include rental guarantees and other
adjustments, was €21.1 million (H1 23: €21.8 million), resulting in
Adjusted EPS of 2.62 cents (H1 23: 2.70 cents).
More information about the calculation of basic,
EPRA and Adjusted EPS can be found in Note 7 to the Financial
Statements.
Net assets
The IFRS NAV per share at the year-end was €0.94
(FY23: €0.99). The EPRA NTA per share at the year-end was €0.96
(FY23: €1.02). The valuation of investment property is the main
driver of the EPRA NTA movement and was determined by CBRE as
independent valuer.
The Board is satisfied that the valuation
exercise was performed in accordance with RICS Valuation - Global
Standards. As such, the Board has full confidence in the level of
EPRA NTA disclosed in the financial statements at the reporting
date.
More information on EPRA's net asset valuation
metrics can be found in the EPRA Performance Measures
section.
Debt financing
At the period end, the Company had total debt
drawn of €700 million. This resulted in an LTV ratio of 44.5% (30
September 2023: 46.4%), with €250.0 million available undrawn debt
facilities. We expect the disposal programme to complete over the
second half of the financial year with the aim of reducing the LTV
towards our preferred percentage range of low 40s.
The Company expects to refinance the RCF and the
bond ahead of their respective maturities in October 2025 and June
2026. Our expectation is for the refinanced debt facilities to be
smaller than the current amount, albeit at a higher rate to reflect
a likely higher interest rate environment.
During the period Fitch Ratings re-affirmed the
Company's investment grade rating, comprising its Long-Term Issuer
Default Rating at 'BBB-' and its senior unsecured debt rating at
'BBB'. Fitch also upgraded the Company's outlook to Stable from
Negative, mainly as a result of the successful disposal
programme.
Dividends
The Company has declared the following dividends
in respect of the year:
Declared
|
Amount per share
|
In respect of
|
Paid/to be paid
|
15 February
2024
|
1.25 cents
|
1 October to 31
December 2022
|
14 March
2023
|
16 May
2023
|
1.25 cents
|
1 January to 31 March
2023
|
21 June
2023
|
The total dividend for the period was 2.50 cents
per share or €20.2 million (H1 23: 2.50 cents per share or €20.2
million) and was 104.7% covered by Adjusted Earnings (H1 23:
108.0%). We expect the dividend for the full year to be fully
covered by Adjusted Earnings.
Post period-end activity
On 8 April 2024, a short-term lease was agreed
with Arvato at Strykow, Poland.
On 1 May 2024 a lease re-gear of
unit B and new lease for unit C was agreed at Bornem, Belgium.
The customer also signed a Power Purchase Agreement for the
existing solar scheme.
On 13 May 2024, the sale of Gothenburg, Sweden
was agreed.
Related party transactions
Transactions with related parties included the
Management Fee paid to the Manager and the Directors'
fees.
Alternative Investment Fund Manager (AIFM)
The Company is an Alternative Investment Fund
within the meaning of the Alternative Investment Fund Managers
Directive 2011 and has appointed the Manager as its AIFM. The
Manager is authorised and regulated by the Financial Conduct
Authority as a full scope AIFM.
Our market
Structural drivers still support occupier
markets despite weak macro-economic conditions
Take-up across our markets during the period
totalled 8.4 million sqm (H1 23: 11.2 million sqm)[1]. Logistics real estate markets have not been
immune to the weaker macro-economic backdrop which is reflected in
activity slowing across the continent. While demand remains
broad-based, occupier decision-making is taking longer.
Demand continues to be supported by the ongoing
need for companies to evolve warehouse networks to better meet
customer requirements and their business objectives. As well as the
continuing shift to online sales, requirements are underpinned by:
the need to handle returns; secure greater supply chain resilience;
and, build out networks to meet demand for electric vehicles and
green energy solutions. Further, the growing importance of
reflecting corporate ESG ambitions throughout supply chain networks
and physical estates frames customer decision-making.
Vacancy rates continue to diverge between
countries, reflecting a varied supply picture
Pan-European vacancy moved up to 4.1% (Q3 2023:
3.3%)[2]. These regional numbers,
however, hide significant differences at a country, and especially
local-market, level. Vacancy in Spain and Poland is above 7%; while
Germany, Belgium, the Netherlands, and Italy continue to see
national vacancy levels below 3.5%1. Vacancy in core
markets within these countries is often lower still.
Challenging financing conditions and lower
demand have slowed development with completions totalling 7.9
million sqm in the period, down from 10.8 million sqm across the
corresponding period last year1. Speculative space under
construction across the continent remains below the record levels
of recent years. Again, however, the picture remains uneven.
Speculative development, for example, remains elevated in Italy (in
response to the very tight market conditions where the national
vacancy rate is 1.5%); while activity in countries such as Germany,
France, the Netherlands, and Belgium remain below 2022/2023
levels.
Rental growth healthy but below recent
peaks
European markets have seen further rental growth
across the period with prime headline rents increasing by 2.2% on
average[3] (H1 2023: 5.0%). As we
highlighted 12 months ago, growth continues to slow from the
exceptional levels of recent years but remains healthy by
longer-term standards. Rental growth is also becoming more
sub-market specific; not least because the volume of new supply in
many core markets remains limited due to high barriers to
development. We continue to believe our portfolio is
well-positioned to capitalise on this trend.
Sentiment improving and capital market pricing
increasingly compelling
European capital markets saw a shift in
sentiment and pricing through the period. Uncertainty around
further ECB rate hikes, the cost-of-capital and corresponding
pricing of assets has given way to a widespread belief that with
inflation steadily declining and little to no economic growth
across the continent, the current hiking cycle is
complete.
Real estate logistics capital markets reflected
this transition, albeit with a time lag. Pricing uncertainty and
investor hesitance resulted in a further outward shift in yields
across the period. At a country level, yields held flat in Belgium
and moved out by 50bps in France and Poland. Yield movements in all
other countries were between 15bps and
30bps1.
The shift in sentiment and wider capital market
pricing, however, alongside sustained confidence in sector
fundamentals and increasingly attractive logistics pricing in both
absolute and relative terms, has resulted in a pick-up in
transaction activity. Deal volumes totalled €12.3 billion for the
period, 17% higher than a year ago1.
While the near-term outlook will continue to be
influenced by macro trends, it is encouraging to see logistics real
estate deal volumes pick up off the back of improved sentiment.
Higher transaction activity lends support to the premise that the
sector is priced appropriately for current market conditions and
offers attractive returns over the medium term.
Portfolio strategy and composition
Our portfolio strategy is based on a long-term
investment approach and the goal to generate income-orientated
returns with the ability to capture capital growth over time. We
seek to deliver this strategy through combining a disciplined
approach to capital allocation and proactive asset management and
customer engagement, with enhancing ESG performance central to all
our activities.
Our portfolio composition is based on the
following characteristics:
·
diversified by:
- geography, but with the
objective of each country having the appropriate critical mass to
enable advantages of scale to be captured;
- building size, but with a
focus on larger-scale warehouses that facilitate operational
efficiencies and where existing and potential supply is limited;
and
- customer and business sector,
but with a focus on large, multi-national organisations;
·
displaying an appropriate balance between:
- stabilised, income producing
assets; and
- exposure to opportunities to
create value through asset management and development
activities;
·
highly efficient:
- let on long leases to strong
companies; and
- incorporating in-built,
inflation-linked rent escalators;
·
with market-leading ESG credentials:
- reducing the environmental
impact of our own and our customers' operations;
- making a meaningful difference
to people and communities across our geographies; and
- seeking green lease clauses,
which commit customers to using buildings sustainably, along with
an obligation to share resource usage data.
At the period end, the portfolio
comprised 22 high-quality warehouse assets, diversified by
location, building size and customer sector, plus one building
under construction. The assets are modern, with 87% of the
portfolio built in the past 10 years, located across Belgium,
Germany, Italy, the Netherlands, Poland, Spain and Sweden, and are
relatively large, with 68% of the portfolio in excess of 50,000 sqm
(the average size being 67,000 sqm).
To deliver an attractive level of return with an
appropriate level of risk, our portfolio combines core, stabilised
assets with a managed exposure to development and land. The
exposure to development and value-add activities is managed
dynamically to be aligned with investment and occupational market
conditions. With the external environment becoming more challenging
over the past 12 months, we have sought to reduce portfolio
exposure to speculative development risk and to focus on capturing
income growth and value from the existing stabilised
portfolio.
The stabilised assets provide the portfolio's
core income, comprise the majority of the portfolio and reflect the
relatively low-risk positioning of the Company.
Exposure to development activity provides the
potential for capturing higher returns with the forward funding of
pre-let developments representing the lower end of the risk
spectrum and the funding of speculative developments the higher
end. Rental guarantees are agreed with our developer-partners to
provide protection from potential void periods following the
completion of the building. Speculative development offers the
opportunity to capture higher market rental levels than appraised
levels or the additional rental growth that may have occurred
through the construction phase of the development.
Asset type (as a % of
portfolio value)
|
H1 24
|
H1 23
|
Stabilised assets
|
98%
|
92%
|
Pre-let forward funding
|
0%
|
7%
|
Speculative forward funding
|
2%
|
1%
|
Development assets
|
2%
|
8%
|
Total
|
100%
|
100%
|
The stabilised assets combine to form a highly
efficient portfolio, reinforced by four distinct characteristics.
Specifically, the assets are let:
i) On long
leases
At the period end, the portfolio Weighted
Average Unexpired Lease Term to expiry was 9.5 years (H1 23: 9.6
years) and the Weighted Average Unexpired Lease Term to the first
break was 7.8 years (H1 23: 7.9 years).
Lease duration (as a % of
passing rent)
|
H1 24
|
H1 23
|
0 - 5 years
|
31%
|
37%
|
5 - 10 years
|
32%
|
28%
|
>10 years
|
37%
|
35%
|
Total
|
100%
|
100%
|
ii) To a
high-quality customer base
Across the portfolio, the Company has 32
customers operating in a range of business sectors. Many of the
Company's customers are multi-billion Euro businesses, including
some of the world's best-known companies, underpinning the security
of the portfolio's rental income.
Customer (as a % of passing
rent)
|
H1 24
|
H1 23
|
Mango
|
14%
|
13%
|
Amazon
|
9%
|
8%
|
Puma
|
8%
|
7%
|
Lidl
|
8%
|
7%
|
Wayfair
|
7%
|
7%
|
Action Logistics
|
6%
|
6%
|
Rhenus
|
6%
|
-%
|
Cummins
|
5%
|
5%
|
Arvato
|
4%
|
3%
|
GXO
|
4%
|
-%
|
Other
|
29%
|
44%
|
Total
|
100%
|
100%
|
iii) With annual
rental uplifts
The majority of the Company's leases contain
indexation provisions offering significant inflation protection and
regular uplifts in income. Rental uplifts are either linked to
local inflation measures or fixed at an agreed rate, with the
increases usually taking place annually.
Indexation (as a % of passing
rent)
|
H1 24
|
H1 23
|
CPI uncapped
|
54%
|
54%
|
CPI - capped/other
|
28%
|
26%
|
Fixed
|
15%
|
17%
|
None
|
3%
|
3%
|
Total
|
100%
|
100%
|
iv) With
structurally low vacancies
The EPRA vacancy at the period end was 3.9%
(FY23: 5.5%). This decrease was due to the lettings for the second
half of the development at Settimo Torinese (Italy) and the unit at
Rosersberg I. Post period end, the short-term letting of the vacant
space at Strykow (Poland) reduced the vacancy rate to 3.1%. The
vacancy rate represents voids at Rosersberg 2, the second unit at
Rosersberg 1 and Unit 2 at Bremen 1.
Strong ESG credentials
Our customers require the ESG performance of the
buildings they occupy to be aligned with their own ESG commitments
and targets. The ESG credentials of our buildings play an important
role in attracting and retaining high-quality occupiers to the
portfolio and also enable our customers to meet the expectations of
their stakeholders. We have a clear ESG strategy focused on working
collaboratively with our customers to jointly deliver enhanced
building performance including carbon reduction, wellbeing and
biodiversity.
The ESG performance of our buildings and
alignment with our net zero carbon pathway are key considerations
in determining the future value and liquidity of our assets. The
Company holds a four Green Star rating from GRESB and EPRA Gold for
its Sustainability Best Practices Recommendations
submission.
ESG credentials (as a % of
passing rent)
|
H1 24
|
FY23
|
EPC rating & green building
certification
|
38%
|
35%
|
EPC rating
|
40%
|
45%
|
Green building certification
|
6%
|
6%
|
Unrated
|
16%
|
14%
|
Total
|
100%
|
100%
|
In addition, our progress was reflected in
improved ESG rating agency scores, including a CDP climate
benchmark score of B, and a 9.8 (Negligible Risk) score for
Sustainalytics (2023: 14.3 (Low Risk)). These ratings bring us
within the 8th percentile of companies within the Real
Estate industry.
A proactive approach to asset management
A fundamental part of how we deliver our
portfolio strategy is our proactive approach to asset management.
This is focused on extracting income growth and value uplifts from
the opportunities embedded within the existing
portfolio.
Our asset management operations are led by an
experienced team, giving us scope to take a direct and active role
in the strategic asset management of the portfolio and strengthen
relationships with our customers. The in-house team works closely
and collaboratively with our locally based partners and also draws
on the specialist skills within the wider Tritax Group, such as
supply chain, ESG and power expertise, to help formulate our future
asset management plans.
We undertake a thorough bottom-up review of all
our assets on a biannual basis. This enables us to determine the
value-maximising strategy for each property and to review expected
returns. In conjunction with this, a top-down assessment is
undertaken to ensure the portfolio is optimally positioned to
capture efficiencies and to benefit from the positive structural
tailwinds that continue to support the Continental European
logistics sector.
This process informs our asset recycling
strategy by highlighting those assets where, for example, we have
completed our asset management plans and maximised value or where
forecast ESG performance is not aligned with our overall portfolio
objectives. It also identifies markets where we expect performance
to be less strong or where we have a sub-scale position and gaining
sufficient scale in an appropriate timescale will be challenging.
Such assets will be identified for disposal, enabling us to recycle
the capital into higher returning opportunities, reduce leverage,
or other purposes that enhances the overall performance of the
Company.
Key Performance Indicators
Set out below are the key performance indicators
we use to track our strategic progress.
KPI and
definition
|
Our progress in H1
FY24
|
Performance
|
1. Dividend per share
Dividends
paid to shareholders and declared in relation to the
period.
|
Our
policy is to pay an attractive and progressive dividend, with a
minimum payout of 85% of Adjusted Earnings.
While the
Dividend per share was unchanged from the prior year, the dividend
remained covered despite the impact of disposals.
|
2.50 cents per share for the
six months to 31 March 2024
(six
months ended 31 March 2023: 2.50 cents per share)
|
2. Total Return (TR)
Total
Return measures the change in the EPRA Net Tangible Assets (EPRA
NTA) over the period plus dividends paid.
|
Dividends paid have been more than
offset by the decline in portfolio asset values, which was driven
by market-wide yield shift reflecting higher levels of interest
rates.
|
(3.0)% for the six months to 31 March 2024
(six
months ended 31 March 2023: (22.1%)
|
3. Basic Net Asset
Value
Net asset
value in IFRS GAAP.
|
Declines in portfolio valuation, reflecting impact
of higher interest rates and market wide yield shift, outweighing
the positive impact of continued market rental growth and
indexation.
|
€757.5 million
€0.94 per share at 31 March 2024
(€795.6 million or
€0.99 per share at 30 September 2023)
|
4. Adjusted earnings
EPRA
earnings, adjusted to include licence fees and rental guarantees
receivable on forward funded development assets and for other
earnings not supported by cash flows - see note 7 of financial
statements.
|
Adjusted Earnings decreased by 3.0% in the six
months, driven by loss of income from disposals offset by
indexation events and asset management adding to the rent roll.
|
€21.1 million
2.62 cents per share for the six months to 31 March
2024
(six
months to 31 March 2023: €21.8 million or 2.70 cents per
share)
|
5. Loan to value ratio
(LTV)
The
proportion of our gross asset value that is funded by net
borrowings (excluding cash).
|
The positive impact of disposals off-set by lower
portfolio valuation and development capital expenditure. The
Company remains comfortably below the LTV ratio covenant of 65%.
Including the disposal of Gothenburg, the pro forma LTV is
43.3%.
|
44.5% at 31 March 2024
(30
September 2023: 46.4%)
|
6. Weighted average unexpired
lease term (WAULT)
The
portfolio average of the remaining number of years, weighted by
annual passing rents, until the sooner of the lease expiry (WAULT)
or the customer's break option (WAULB).
|
The Company has a WAULB of 7.8 years and WAULT of
9.5 years. This remains significantly above the portfolio target of
>5 years.
|
7.8 years at 31 March 2024, 9.5 years to
term
(30
September 2023: 7.9 years, 9.6 years to term)
|
7. Dividend cover
Adjusted
Earnings as a proportion of the dividend declared for the financial
period.
|
A fully covered dividend, with the per share
dividend maintained at 2.50 cents, at 104.7% of adjusted
earnings.
|
104.7% for the six months to 31 March
2024
(six
months to 31 March 2023: 108.0%)
|
8. Interest cover
The ratio
of consolidated earnings before interest and taxation to
consolidated net finance costs in respect of any measurement
period.
The
definition, and calculation method, of interest cover ratio has
changed during the period aligning banking covenants and reporting.
See Notes to EPRA and Other Key Performance Indicators for
calculation.
|
The Company remains comfortably
above its interest cover ratio covenant of 1.5x.
|
4.78 times for the six
months to 31 March 2024
(six
months to 31 March 2023: 6.79 times)
|
9. Like-for-like rental
growth
Like-for-like rental growth compares the growth of the rental
income of the portfolio that has been consistently in operation and
not under development during the two full preceding periods,
including rental guarantees.
|
Like-for-like rental growth was
negative 0.3% in the period. From our asset management initiatives
and indexation but offset by rental guarantee and lease
expiry.
|
(0.3)% or €0.2 million for the six months to
31 March 2024
(six
months to 31 March 2023: 5.8% or €4.3 million)
|
EPRA performance measures
The table below shows additional
performance measures, calculated in accordance with the Best
Practices Recommendations of the European Public Real Estate
Association (EPRA). We provide these measures to aid comparison
with other European real estate businesses. For a full
reconciliation of the new EPRA NAV measures, please see the Notes
to the EPRA and Other Key Performance Indicators.
KPI and
definition
|
Comments
|
Performance
|
1. EPRA Net Reinstatement Value
(EPRA NRV)
Basic NAV
adjusted for mark-to-market valuation of derivatives, deferred tax
and transaction costs (real estate transfer tax and purchaser's
costs).
|
A key
measure to highlight the value of net assets on a long-term basis.
The metric reflects what would be needed to recreate the current
portfolio of the company.
|
€853.9m
€1.06 per share at 31 March
2024
(30
September 2023: €903.0 million or €1.12 per share)
|
2. EPRA Net Tangible Assets (EPRA
NTA)
Basic NAV
adjusted to remove the fair values of financial instruments and
deferred taxes. This excludes transaction costs.
|
Assumes that entities buy and sell
assets, thereby crystallising certain levels of unavoidable
deferred tax.
|
€776.2m
€0.96 per share at 31 March
2024
(30 September 2023: €820.6
million or €1.02 per share)
|
3. EPRA Net Disposal Value (EPRA
NDV)
Equivalent to IFRS NAV, as this includes the fair values of
financial instruments and deferred taxes.
|
Represents the shareholders' value
under a disposal scenario, where deferred tax, financial
instruments and certain other adjustments are calculated to the
full extent of their liability, net of any resulting
tax.
|
€757.5m
€0.94 per share at 31 March
2024
(30 September 2023: €795.6
million or €0.99 per share)
|
4. EPRA Earnings
Earnings
from operational activities.
|
A key measure of the Company's
underlying results and an indication of the extent to which current
dividend payments are supported by earnings.
|
€21.0 million
2.60 cents per share for the six months to 31
March 2024
(six months to 31
March 2023: €25.9 million or 3.21 cents per share)
|
5. EPRA Net Initial Yield
(NIY)
Annualised rental income based on the cash rents passing at
the balance sheet date, less non-recoverable property operating
expenses, divided by the market value of the property, increased
with (estimated) purchasers' costs.
|
This measure should make it easier
for investors to judge for themselves how the valuations of
portfolios compare.
|
4.8% at 31 March
2024
(30 September 2023: 4.2%)
|
6. EPRA 'Topped-up'
NIY
This
measure incorporates an adjustment to the EPRA NIY in respect of
the expiration of rent-free periods (or other unexpired lease
incentives such as discounted rent periods and step
rents).
|
This measure should make it easier
for investors to judge for themselves how the valuations of
portfolios compare.
|
4.7% at 31 March
2024
(30
September 2023: 4.3%
|
7. EPRA Vacancy Rate
Estimated
Market Rental Value (ERV) of vacant space divided by ERV of the
whole portfolio.
|
A 'pure' (%) measure of investment
property space that is vacant, based on ERV.
|
3.9% as at 31 March
2024
(30
September 2023: 5.5%)
|
8. EPRA Cost Ratio
Administrative and operating costs (including and excluding
costs of direct vacancy) divided by gross rental income.
|
A key measure to enable meaningful
measurement of the changes in a company's operating
costs.
|
25.8%1
for the six months to 31
March 2024
(six months to 31
March 2023: 30.3%1)
25.5%2
for the six months to 31
March 2024
(six months to 31
March 2023: 29.3%2)
|
9. Adjusted EPRA Cost
Ratio
EPRA Cost
Ratio adjusted for non-operational items.
|
This ratio includes licence fee
income and rental guarantees and excludes exceptional items of a
capital nature.
|
24.1% for the six months to 31 March
2024
(six months to 31
March 2023: 25.6%)
|
10. EPRA Loan to value (LTV)
ratio
The proportion of our gross asset
value funded by net borrowings (incorporating net
payables).
|
The EPRA LTV introduces a
consistent and comparable metric for the sector, with the aim to
assess the gearing of the shareholder equity within a real estate
company.
|
45.7% as at 31 March 2024
(30 September 2023:
46.3%)
|
1 Inclusive of vacant property costs.
2 Exclusive of vacant property costs.
Principal risks and uncertainties
At least twice a year, the Board undertakes a
formal risk review, with the assistance of the Audit & Risk
Committee, to assess the effectiveness of our risk management and
internal control systems. During the period the Audit & Risk
Committee instructed BDO LLP to perform a risk review. In
conjunction with the Manager, the engagement was to enhance the
Company's approach to risk management. The outcome of the review
has led to an improved risk register, enhanced mitigations and a
pathway to more adequate risk-based decisions in the
future.
The Audit & Risk Committee
considers that general macroeconomic uncertainty results in greater
volatility on certain risks, namely the value of the portfolio,
finance costs and customer default risk.
The Company's principal risks are
summarised below:
Property risks
1. Customers may default.*
2. The value of the property portfolio may
experience adverse change.*
3. Portfolio growth may slow.
4. Lack of diversification may amplify local
risks.
5. Development activities may not be
profitable.
6. The product may not appeal to customers or
investors.*
7. Getting the market cycle wrong, leading to
wrong investment, divestment, and/or leasing decisions.*
8. Inappropriate portfolio
construct.*
Operational risks
9. The performance of the Manager and/or
third-party suppliers may not be adequate.*
10. Insurance at appropriate premiums may not be
available.
Financial risks
11. Debt funding at appropriate levels may not
be available.
12. The Euro may fluctuate against other
currencies of countries in which the Company operates.
13. The leverage level and target range may not
be appropriate.*
14. Debt covenants may be breached.
Taxation risks
15. A change in the Company's investment trust
status may cause loss.
16. Changes to local tax legislation in
countries in which the Company is invested may cause
loss.
Political and market risks
17. General political and/or economic
uncertainty may disrupt the Company's ability to execute its
strategy.
18. Rising energy prices may impact the overall
economy and our customers.
ESG risks
19. Physical and transition risks from climate
change.
Other risks
20. The Company's data may be exposed to
cyber-attack.
21. Lack of corporate governance and/or lack of
compliance with laws and regulations.*
*Deemed as a key risk
STATEMENT OF DIRECTORS' RESPONSIBILITIES
We confirm that to the best of our
knowledge:
•the condensed set of financial
statements has been prepared in accordance with IAS 34 Interim
Financial Reporting as adopted for use in the UK;
•the interim management report
includes a fair review of the information required by:
-DTR 4.2.7R of the Disclosure Guidance and Transparency
Rules, being an indication of important events that
have occurred during the first six months of the financial year and
their impact on the condensed set of financial statements; and a
description of the principal risks and uncertainties for the
remaining six months of the year; and
-DTR 4.2.8R of the Disclosure Guidance and Transparency
Rules, being related party transactions that have taken
place in the first six months of the current financial year and
that have materially affected the financial position or performance
of the entity during that period; and any changes in the related
party transactions described in the last annual report that could
do so.
Approved by the Board on 15 May 2024
and signed on its behalf by:
Robert Orr
Director
INDEPENDENT
REVIEW REPORT TO Tritax EuroBox PLC
Conclusion
We have been engaged by Tritax Eurobox plc
("the Company") to review the condensed set of financial statements
in the half-yearly financial report for the six months
ended 31 March 2024 which comprises the condensed
group statement of comprehensive income, condensed consolidated
statement of financial position, condensed group statement of
changes in equity, condensed group 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 condensed set of
financial statements in the half-yearly financial report for the
six months ended 31 March 2024 is not prepared, in all material
respects, in accordance with IAS 34 Interim Financial Reporting as adopted
for use in the UK and the Disclosure Guidance and Transparency
Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK
FCA").
Basis for conclusion
We conducted our review in accordance with
International Standard on Review Engagements (UK) 2410 Review of Interim Financial Information
Performed by the Independent Auditor of the Entity ("ISRE
(UK) 2410") issued for use in the UK. A review of interim
financial information consists of making enquiries, primarily of
persons responsible for financial and accounting matters, and
applying analytical and other review procedures. 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 set of
financial statements.
A review is substantially less in scope than
an audit conducted in accordance with International Standards on
Auditing (UK) 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.
Conclusions
relating to going concern
Based on our review procedures, which are less
extensive than those performed in an audit as described in the
Basis for conclusion section of this report, nothing has come to
our attention that causes us to believe that the directors have
inappropriately adopted the going concern basis of accounting, or
that the directors have identified material uncertainties relating
to going concern that have not been appropriately
disclosed.
This conclusion is based on the review procedures
performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the Group to cease to continue as a going
concern, and the above conclusions are not a guarantee that the
Group will continue in operation.
Directors'
responsibilities
The half-yearly financial report is the
responsibility of, and has been approved by, the directors.
The directors are responsible for preparing the half-yearly
financial report in accordance with the DTR of the UK
FCA.
As disclosed in note 1, the annual financial
statements of the Group are prepared in accordance with UK-adopted
international accounting standards.
The directors are responsible for preparing
the condensed set of financial statements included in the
half-yearly financial report in accordance with IAS 34 as adopted
for use in the UK.
In preparing
the condensed set of financial statements, the
directors are responsible for assessing the Group'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
Group's or to cease operations, or have no realistic alternative
but to do so.
Our
responsibility
Our responsibility is to express to the
Company a conclusion on the condensed set of financial statements
in the half-yearly financial report based on our review. Our
conclusion, including our conclusions relating to going concern,
are based on procedures that are less extensive than audit
procedures, as described in the Basis for conclusion section of
this report.
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 to assist the Company
in meeting the requirements of the DTR of the UK FCA. 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.
John
Waterson
for and on
behalf of KPMG LLP
Chartered
Accountants
15 Canada Square
London
E14 5GL
15 May 2024
Condensed Group Statement of
Comprehensive Income for the six months ended 31 March
2024
Note
|
Six months
ended
31 March
2024
(unaudited)
€m
|
Six
months ended
31
March
2023
(unaudited)
€m
|
Rental
income
|
4
|
35.91
|
32.55
|
Service
charge income
|
4
|
6.16
|
5.60
|
Other
income
|
4
|
0.09
|
0.37
|
Gross property
income
|
4
|
42.16
|
38.52
|
Direct
property costs
|
|
(8.00)
|
(6.88)
|
Net property
income
|
|
34.16
|
31.64
|
|
|
|
|
Fair
value loss on investment properties
|
9
|
(46.22)
|
(267.70)
|
Gain on
disposal of investment properties
|
9
|
6.36
|
-
|
Administrative and other expenses
|
|
(7.53)
|
(8.96)
|
Operating
loss
|
|
(13.23)
|
(245.02)
|
|
|
|
|
Finance
income
|
5
|
0.97
|
1.35
|
Finance
expense
|
5
|
(8.15)
|
(6.77)
|
Present
value movement on remeasurement of put options
|
5
|
2.85
|
9.87
|
Effect of
foreign exchange differences
|
|
0.16
|
(0.16)
|
Changes
in fair value and realised loss on interest rate
derivatives
|
14
|
(0.55)
|
(0.56)
|
Loss before
taxation
|
|
(17.95)
|
(241.29)
|
Taxation
|
6
|
(0.79)
|
21.85
|
Loss for the
period
|
|
(18.74)
|
(219.44)
|
Other comprehensive
income
|
|
|
|
Foreign
currency translation differences- foreign operations
|
|
0.80
|
(3.75)
|
Total comprehensive
(loss)/income for the year attributable to the
Shareholders
|
|
(17.94)
|
(223.19)
|
Earnings Per Share (EPS)
(expressed in cents per share)
|
|
|
|
EPS -
basic and diluted
|
7
|
(2.32)
|
(27.20)
|
Condensed Consolidated
Statement of Financial Position as at 31 March
2024
|
|
|
|
Note
|
31 March
2024
(unaudited)
€m
|
30
September
2023
(audited)
€m
|
Non-current
assets
|
|
|
|
Investment properties
|
9
|
1,431.14
|
1,512.55
|
Derivative financial instruments
|
14
|
0.66
|
1.05
|
Trade and
other receivables
|
11
|
1.76
|
1.76
|
Deferred
tax assets
|
|
2.01
|
1.23
|
Total non-current
assets
|
|
1,435.57
|
1516.59
|
Current
assets
|
|
|
|
Asset
held for sale
|
10
|
33.62
|
49.30
|
Trade and
other receivables
|
11
|
13.71
|
33.63
|
Cash and
cash equivalents
|
|
48.17
|
52.31
|
Total current
assets
|
|
95.50
|
135.24
|
Total
assets
|
|
1,531.07
|
1,651.83
|
Current
liabilities
|
|
|
|
Trade and
other payables
|
|
(29.38)
|
(30.21)
|
Income
tax liability
|
|
(5.96)
|
(1.32)
|
Total current
liabilities
|
|
(35.34)
|
(31.53)
|
|
|
|
|
Non-current
liabilities
|
|
|
|
Trade and
other payables
|
|
(0.42)
|
(1.71)
|
Loan
notes and borrowings
|
12
|
(694.83)
|
(770.10)
|
Deferred
tax liabilities
|
|
(21.31)
|
(27.22)
|
Other
liabilities
|
13
|
(19.32)
|
(23.31)
|
Customer
deposit
|
|
(2.34)
|
(2.34)
|
Total non-current
liabilities
|
|
(738.22)
|
(824.68)
|
Total
liabilities
|
|
(773.56)
|
(856.21)
|
Net assets
|
|
757.51
|
795.62
|
Equity
|
|
|
|
Share
capital
|
16
|
8.07
|
8.07
|
Share
premium reserve
|
|
597.58
|
597.58
|
Translation reserve
|
|
(11.87)
|
(12.67)
|
Retained
earnings
|
|
163.73
|
202.64
|
Total
equity
|
|
757.51
|
795.62
|
Net Asset Value ("NAV") per
share (expressed in Euro per share)
|
|
|
|
Basic
NAV
|
17
|
0.94
|
0.99
|
|
EPRA
NTA
|
17
|
0.96
|
1.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
financial statements were approved by the Board of Directors on 15
May 2024 and signed on its behalf by:
Robert
Orr
Director
Condensed Group Statement of
Changes in Equity for the six months ended 31 March
2024
(Unaudited)
|
Note
|
Share
capital
€m
|
Share premium
€m
|
Translation Reserve
€m
|
Retained earnings
€m
|
Total
€m
|
At 1
October 2023
|
|
8.07
|
597.58
|
(12.67)
|
202.64
|
795.62
|
Net loss
for the year
|
|
-
|
-
|
-
|
(18.74)
|
(18.74)
|
Other
comprehensive income
|
|
-
|
-
|
0.80
|
-
|
0.80
|
Total
comprehensive income
|
|
-
|
-
|
0.80
|
(18.74)
|
(17.94)
|
Contributions and
distributions:
|
|
|
|
|
|
|
Dividends
paid
|
8
|
-
|
-
|
-
|
(20.17)
|
(20.17)
|
Total
contributions and distributions
|
|
-
|
-
|
-
|
(20.17)
|
(20.17)
|
At 31 March
2024
|
|
8.07
|
597.58
|
(11.87)
|
163.73
|
757.51
|
|
|
|
|
|
|
|
(Audited)
|
Note
|
Share
capital
€m
|
Share
premium
€m
|
Translation Reserve
€m
|
Retained
earnings
€m
|
Total
€m
|
At 1
October 2022
|
|
8.07
|
597.58
|
(6.24)
|
466.34
|
1,065.75
|
Net
profit for the year
|
|
-
|
-
|
-
|
(223.36)
|
(223.36)
|
Other
comprehensive income
|
|
-
|
-
|
(6.43)
|
-
|
(6.43)
|
Total
comprehensive income
|
|
-
|
-
|
(6.43)
|
(223.36)
|
(229.79)
|
Contributions and
distributions:
|
|
|
|
|
|
|
Dividends
paid
|
|
-
|
-
|
-
|
(40.34)
|
(40.34)
|
Total
contributions and distributions
|
|
-
|
-
|
-
|
(40.34)
|
(40.34)
|
At 30 September
2023
|
|
8.07
|
597.58
|
(12.67)
|
202.64
|
795.62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
Note
|
Share
capital
€m
|
Share premium
€m
|
Translation Reserve
€m
|
Retained earnings
€m
|
Total
€m
|
At 1
October 2022
|
|
8.07
|
597.58
|
(6.24)
|
466.34
|
1,065.75
|
Net
profit for the year
|
|
-
|
-
|
-
|
(219.44)
|
(219.44)
|
Other
comprehensive income
|
|
-
|
-
|
(3.75)
|
|
(3.75)
|
Total
comprehensive income
|
|
-
|
-
|
(3.75)
|
(219.44)
|
(223.19)
|
Contributions and
distributions:
|
|
|
|
|
|
|
Dividends
paid
|
8
|
-
|
-
|
-
|
(20.17)
|
(20.17)
|
Total
contributions and distributions
|
|
-
|
-
|
-
|
(20.17)
|
(20.17)
|
At 31 March
2023
|
|
8.07
|
597.58
|
(9.99)
|
226.73
|
822.39
|
|
|
|
|
|
|
|
Condensed Group Cash Flow
Statement for the six months ended 31 March 2024
|
Note
|
Six months
ended
31 March
2024
(unaudited)
€m
|
Six
months ended
31
March
2023
(unaudited) €m
|
Cash flows from operating
activities
|
|
|
|
Loss for
the period
|
|
(18.74)
|
(219.44)
|
Gain on
disposal of investment properties
|
9
|
(6.36)
|
0
|
Changes
in fair value of investment properties
|
9
|
46.22
|
267.70
|
Changes
in fair value of derivatives
|
14
|
0.98
|
0.56
|
Tax
(credit)/expense
|
6
|
0.79
|
(21.85)
|
Net
finance expense
|
5
|
4.35
|
(4.45)
|
Spreading
of customer lease incentives
|
4
|
(0.77)
|
(1.09)
|
Amortisation of capital contributions and lease
commissions
|
|
0.02
|
0.48
|
Decrease/(increase) in trade and other receivables
|
|
19.38
|
(3.15)
|
Increase/(decrease) in trade and other payables
|
|
1.56
|
8.26
|
(Decrease)/increase in other liabilities
|
|
(2.72)
|
0.42
|
Cash generated from
operations
|
|
44.71
|
27.44
|
Tax
paid
|
|
(2.84)
|
(0.40)
|
Net cash flow
generated/(used) by operating activities
|
|
41.87
|
27.04
|
|
|
|
|
Investing
activities
|
|
|
|
Purchase
of investment properties
|
9
|
-
|
(7.69)
|
Improvements to investment properties and development
expenditure
|
9
|
(19.74)
|
(98.53)
|
Proceeds
from disposal of investment properties
|
|
72.17
|
-
|
Rental
guarantees received
|
|
2.49
|
5.94
|
Net cash flow
generated/(used) from investing activities
|
|
54.92
|
(100.28)
|
|
|
|
|
Financing
activities
|
|
|
|
|
|
|
|
Loans
received
|
12
|
-
|
68.00
|
Loans
repaid
|
|
(77.50)
|
-
|
Premium
paid for interest rate caps
|
|
(0.59)
|
-
|
Finance
expense paid
|
|
(2.93)
|
(2.28)
|
Dividends
paid to equity holders
|
8
|
(20.17)
|
(20.17)
|
Net cash flow
(used)/generated in financing activities
|
|
(101.19)
|
45.55
|
Net
movement in cash and cash equivalents for the period
|
|
(4.40)
|
(27.69)
|
Cash and
cash equivalents at start of the period
|
|
52.31
|
90.18
|
Unrealised foreign exchange gains/(losses)
|
|
0.26
|
(0.32)
|
Cash and cash equivalents at
end of the period
|
|
48.17
|
62.17
|
Notes to the Condensed
Consolidated Financial Statements for the six months ended 31 March
2024
1. Basis of
preparation
These condensed financial
statements for the six months ended 31 March 2024 have been
prepared in accordance with the Disclosure Guidance and
Transparency Rules of the Financial Services Authority, IAS 34
'Interim Financial Reporting', and with UK-adopted international
accounting standards. These condensed financial statements are
unaudited and do not constitute statutory accounts for the purposes
of the Companies Act 2006. They were approved for issue on 15 May
2024.
The Group's business is not judged
to be highly seasonal, therefore comparatives used for the six
month period ended 31 March 2024 Consolidated Income Statement are
the six month period ended 31 March 2023 Consolidated Income
Statement. It is therefore not necessary to disclose the
Consolidated Income Statement for the full year ended 30 September
2023 (available in the last annual report).
The comparative financial
information presented herein for the period to 30 September 2023
for the Condensed Consolidated Statement of Financial Position or
31 March 2023 for other primary statements does not constitute
statutory accounts as defined in section 434 of the Companies Act
2006. A copy of the statutory accounts for that period has been
delivered to the Registrar of Companies. The auditor's report on
those accounts for the period from 1 October 2022 to 30 September
2023 was not qualified, did not include a reference to any matters
to which the auditor drew attention by way of emphasis without
qualifying the report, and did not contain statements under section
498(2) or (3) of the Companies Act 2006.
1.1. Going concern
The Directors have prepared cash
flow forecasts for the Group for a period of 12 months from the
date of approval of the condensed interim financial statements.
These forecasts include the Directors' assessment of plausible
downside scenarios on the Group. The assumptions underpinning these
forecast cash flows and covenant compliance forecasts were
sensitised, to explore the Group's resilience to the potential
impact of its significant risks, or a combination of those risks.
These forecasts have been further sensitised for the following
scenarios:
1) The combined impact of four key
tenants defaulting without replacement, combined with a
twelve-month delay in letting properties under development and
vacant units.
2) Yield expansion resulting in
further property valuation falls and the impact on debt
covenants.
3) Worsening macroeconomic
environment resulting in increasing debt costs.
The above sensitivities indicated
that the Group would be able to operate within its existing
facilities and maintain covenant compliance in a severe but
plausible downside. The Group's cash balance at 31 March 2024 was
€48.17 million. It also had undrawn amounts under its unsecured
revolving credit facility (the RCF) of a further €250 million at
the date of approval of these financial statements.
Of the Group's total facilities (the RCF, Green
Bond and US private placement), €250 million will mature in October
2025, €500 million in June 2026, €100 million in January 2029, €50
million in January 2032 and €50 million in January 2034. The loans
include financial covenants for loan-to-value ("LTV"), interest
cover ratio ("ICR") and gearing. These covenants have been complied
with throughout the period and up to the date of approval of these
financial statements.
LTV and gearing covenants are
measured using "net borrowings" which reduces the drawn debt by the
Group's cash holdings at each measurement date. The LTV covenant is
measured quarterly based on the property valuation as used in the
consolidated financial statements. Based on the valuation as at 31
March 2024 of €1,464.8 million, the Group retained headroom against
a covenant limit, reporting 44.5% against the limit of 65%. LTV
would breach 65% if the valuation of the Group's investment
properties were to decrease by 31.5%, based on the latest
valuation.
The gearing covenant is measured
quarterly based on consolidated total net borrowings to
consolidated shareholders' funds. Based on the most recent
reporting the Group retained headroom against the covenant limit,
reporting 86.1% against the limit of 150%. Gearing would breach
150% if the valuation of the Group's investment properties were to
decrease by 22.1%, based on the latest valuation. The Directors are
confident that there's sufficient headroom from the potential
downside scenarios identified in the reverse stress
tests.
The ICR covenant is measured as
the ratio of the Group's consolidated earnings before income and
tax, subject to certain adjustments, to consolidated net finance
costs in respect of any measurement period, by reference to
accounting income. Based on the most recent reporting, the Group
was not in breach of its covenant minimum reporting 4.8 times which
leaves headroom above the 1.5 times minimum.
As a result of the above
considerations the Directors forecast that covenant compliance will
continue for at least the next 12 months.
Consequently, the directors are
confident that the Group and the Company will have sufficient funds
to continue to meet their liabilities as they fall due for at least
12 months from the date of approval of the financial statements and
therefore have prepared the financial statements on a going concern
basis.
2. Significant accounting
judgements, estimates and assumptions
The preparation of the Group's
financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities and the disclosure of
contingent liabilities at the reporting date. However, uncertainty
about these assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of the asset
or liability affected in future periods.
2.1 Judgements
In the process of applying the
Group's accounting policies, management has made the following
judgement, which has the most significant effect on the amounts
recognised in the consolidated financial statements:
Segment reporting
The Directors are of the opinion
that the Group is engaged in a single segment business, being the
investment in European Big Box assets. The Directors consider that
these properties have similar economic characteristics and as a
result these individual properties have been reported as a single
operating segment.
2.2 Estimates
Fair valuation of investment property
The fair value of investment
property is determined, by an independent property valuation
expert, to be the estimated amount for which a property should
exchange on the date of the valuation in an arm's length
transaction. Properties have been valued on an individual basis.
The valuation expert uses recognised valuation techniques, applying
the principles of both IAS 40 and IFRS 13.
The valuations have been prepared
in accordance with the Royal Institution of Chartered Surveyors
("RICS") Valuation - Global Standards January 2022 ("the Red
Book"). Factors reflected include current market conditions, annual
rentals, lease lengths and location. The significant methods and
assumptions used by valuers in estimating the fair value of
investment property are set out in note 9.
3.3 Summary of significant accounting
policies
The accounting policies adopted in
this report are consistent with those applied in the Group's
consolidated financial statements for the year ended 30 September
2023 and are expected to be applied consistently during the year
ending 30 September 2024.
Standards in issue and
effective from 1 October 2023
There was no material effect from
the adoption of amendments to IFRS effective in the year. They have
no impact to the Group significantly as they are either not
relevant to the Group's activities or require accounting which is
consistent with the Group's current accounting policies.
New standards issued but not
yet effective
There are new standards and
amendments to standards and interpretations which have been issued
that are effective in future accounting periods, and which the
Group has decided not to adopt early. None of these are expected to
have a material impact on the consolidated financial statements of
the Group.
Certain new accounting standards
and amendments are effective for annual periods
beginning
after 1 January 2024, and have not
been applied in preparing these Financial Statements:
- Amendments to IAS 1,
'Presentation of financial statements', on classification of
liabilities as Current or Non-current.
- Amendments to IFRS 16, 'Leases',
on Lease liabilities in a Sale and Leaseback
transaction.
- Amendments to IAS 7, 'Statement
of Cashflows' and IFRS 7, 'Financial Instruments: Disclosures', on
Supplier Finance Arrangements.
The amendments that are not yet
effective are not expected to have a material impact on the Group
in the current or future reporting periods and on the foreseeable
future transactions.
4. Gross property
income
|
Six months
ended
31 March
2024
(unaudited)
€m
|
Six
months
ended
31
March
2023
(unaudited)
€m
|
Rental
income
|
35.50
|
31.94
|
Spreading
of customer incentives
|
0.77
|
1.09
|
Amortisation of capital contributions and lease
commissions
|
(0.36)
|
(0.48)
|
Gross
rental income
|
35.91
|
32.55
|
|
|
|
Service
charges recoverable
|
6.16
|
5.60
|
Other
income
|
0.09
|
0.37
|
Gross
property income
|
42.16
|
38.52
|
The Group
derives property income from the following countries:
Gross property
income
|
Belgium
|
Germany
|
Spain
|
Italy
|
Poland
|
The
Netherlands
|
Sweden
|
Total
|
(unaudited)
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
Period ended 31 March
2024
|
4.46
|
17.48
|
5.65
|
5.38
|
3.58
|
4.50
|
1.11
|
42.16
|
Period
ended 31 March 2023
|
4.46
|
15.18
|
5.45
|
4.78
|
3.62
|
3.43
|
1.60
|
38.52
|
The future minimum lease payments
under non-cancellable operating leases receivable by the Group are
as follows:
(Unaudited)
|
Less than 1
year
€m
|
Between 1 and 2 years
€m
|
Between 2 and 3 years
€m
|
Between 3 and 4 years
€m
|
Between 4 and 5 years
€m
|
More than 5
years
€m
|
Total €m
|
31 March
2024
|
71.55
|
68.14
|
64.55
|
59.41
|
52.07
|
259.13
|
574.85
|
31 March
2023
|
74.63
|
68.94
|
64.95
|
62.42
|
57.80
|
300.72
|
629.46
|
The Group's investment properties
are leased mainly to single customers, some of which have
additional security, under the terms of a commercial property
lease. The majority have rent indexation that are linked to either
RPI/CPI or fixed uplifts.
One customer represented more than
10% of rental income during the period (€5.12 million). As at 31
March 2024 one customer represented more than 10% of passing rent
(€5.08million). (31 March 2023: two customers represented more than
10% of rental income (€5.16 million and €3.21) and three customers
represented more than 10% of passing rent (€5.08 million, €3.13
million and €2.89 million)).
5. Finance income and
expense
|
Six months
ended
31 March
2024
(unaudited)
€m
|
Six
months
ended
31
March
2023
(unaudited)
€m
|
Interest
income on interest rate derivative
|
0.65
|
1.35
|
Interest
income on bank deposits
|
0.32
|
-
|
Total
finance income
|
0.97
|
1.35
|
Interest
payable on loans and bank borrowings
|
5.27
|
4.61
|
Commitment fees payable on bank borrowings
|
0.55
|
0.51
|
Bank
fees
|
0.07
|
0.17
|
Repayment
of put option
|
0.55
|
0.20
|
Amortisation of loan arrangement fees and derivative
financial instruments
|
1.71
|
1.28
|
Total
finance expense
|
8.15
|
6.77
|
Present
value movement on remeasurement of put options
|
2.85
|
9.87
|
|
|
|
The
present value movement on remeasurement and repayment of put
options relates to the minority interest in the Group's German
properties. This reflects the minority interest's share of the
respective financial result for the financial year. In the prior
period the present value movement on remeasurement of put options
was presented as a finance expense, however in the current period
this has been presented on a separate line.
The total interest payable on
financial liabilities carried at amortised cost comprises interest
and commitment fees payable on bank borrowings of €5.82 million (31
March 2023: €5.12 million), of which nil was capitalised in both
periods. The total amortisation of loan arrangement fees for 31
March 2024 was €1.28 million (31 March 2023: €1.28 million), of
which nil was capitalised into the loan in the period (31 March
2023: €nil).
6. Taxation
Tax charge in the Group Statement
of Comprehensive Income
|
Six months
ended
31 March
2024
(unaudited)
€m
|
Six
months
ended
31
March
2023
(unaudited)
€m
|
Current
taxation:
|
|
|
UK
taxation
|
-
|
-
|
Overseas
taxation
|
(5.38)
|
(0.88)
|
Deferred
taxation:
|
|
|
UK
taxation
|
-
|
-
|
Overseas
taxation
|
4.59
|
22.73
|
Total tax
credit/(charge)
|
(0.79)
|
21.85
|
The UK corporation tax charge of
nil reflects the Company's intention to declare sufficient
"qualifying interest distributions" to fully offset its "qualifying
interest income" in the period, in accordance with its status as an
Investment Trust Company ("ITC").
An exceptional capital gain tax
charge, following the disposal of the Malmo asset, of €3.9 million
was incurred in the period.
7. Earnings per
share
Earnings per share ("EPS") amounts
are calculated by dividing profit or loss for the period
attributable to ordinary equity holders of the Group by the
weighted average number of Ordinary Shares in issue during the
period. As at 31 March 2024 there are no dilutive or potentially
dilutive equity arrangements in existence.
The calculation of EPS is based on
the following:
For the period ended 31 March 2024
(unaudited)
|
Net
profit attributable to Ordinary Shareholders
€m
|
Weighted
average number of Ordinary Shares '000
|
Earnings
per share Cent
|
Basic EPS
|
(18.74)
|
806,804
|
(2.32)
|
Adjustments to remove:
|
|
|
|
Deferred
and capital gains tax charge/(credit) (note 6)
|
(0.67)
|
|
|
Changes
in fair value of investment properties and investment properties
under construction (note 9)
|
46.22
|
|
|
Gain on
disposal of investment properties
|
(6.36)
|
|
|
Changes
in fair value of interest rate derivatives (note 13)
|
0.55
|
|
|
EPRA EPS
|
21.00
|
806,804
|
2.60
|
Adjustments to include/(exclude):
|
|
|
|
Rental
income recognised in respect of fixed uplifts
|
(0.77)
|
|
|
Amortisation of capital contributions and lease
commissions
|
0.36
|
|
|
|
Rental
guarantee receipts excluded from property income-settled via
cash
|
2.49
|
|
|
Amortisation of loan arrangement fees
|
1.28
|
|
|
Unrealised foreign exchange currency loss
|
(0.17)
|
|
|
Present
value movement on remeasurement of put option
|
(2.85)
|
|
|
Over
hedged portion of interest income from financial
derivatives
|
(0.23)
|
|
|
Adjusted
EPS
|
21.11
|
806,804
|
2.62
|
|
For the period ended 31 March 2023
(unaudited)
|
Net
profit attributable to Ordinary Shareholders
€m
|
Weighted
average number of Ordinary Shares1 '000
|
Earnings
per share Cent
|
Basic EPS
|
(219.44)
|
806,804
|
(27.20)
|
Adjustments to remove:
|
|
|
|
Deferred
tax charge (note 6)
|
(22.73)
|
|
|
Changes
in fair value of investment properties (note 9)
|
267.70
|
|
|
Changes
in fair value of interest rate derivatives (note 13)
|
0.37
|
|
|
EPRA EPS
|
25.90
|
806,804
|
3.21
|
Adjustments to include/(exclude):
|
|
|
|
Rental
income recognised in respect of fixed uplifts
|
(1.09)
|
|
|
Amortisation of capital contribution and lease
commission
|
0.48
|
|
|
|
Rental
guarantee receipts excluded from property income-settled via
cash
|
5.94
|
|
|
Amortisation of loan arrangement fees
|
1.28
|
|
|
Unrealised foreign exchange currency gain
|
0.32
|
|
|
Gain on
remeasurement of put option
|
(10.10)
|
|
|
Over
hedged portion of interest income from financial
derivatives
|
(0.93)
|
|
|
Adjusted
EPS
|
21.80
|
806,804
|
2.70
|
1
Based on the weighted
average number of Ordinary Shares in issue
throughout the period.
|
Adjusted Earnings is a performance
measure used by the Board to assess the level of the Group's
dividend payments. The metric mainly adjusts EPRA earnings
for:
i. Exclusion of
non-cash items credited or charged to the Group Statement of
Comprehensive Income, such as fixed rental uplift adjustments and
amortisation of loan arrangement fees;
ii. Inclusion of
licence fees which relate to cash received from developers during
development periods, in order to access the land; and
iii. Inclusion of
rental guarantee adjustments which relate to acquired assets with
properties which have had an income guarantee attached to them as
part of the acquisition of the asset. The rental guarantee is
released (through a cash movement or contracted liability
settlement) as Adjusted Earnings over the period of the lease which
it is intended to cover or lease break. However, this release does
not go through rental income in the Group Statement of
Comprehensive Income, and as such an adjustment is made to
recognise the receipt.
iv. Exclusion of
exceptional items, considered as an expense under IFRS, which are
capital in substance and nature and result in longer term value to
the business.
v. Exclusion of the
over hedged portion of interest income from financial derivatives,
considered as income under IFRS, as financing activities are not
part of the Group's operations.
8. Dividends
paid
|
Six months
ended
31 March
2024
(unaudited)
€m
|
Six
months
ended
31
March
2023
(unaudited)
€m
|
Final
dividend in respect of period ended 30 September 2023 at 1.25 cent
per Ordinary Share (30 September 2022: 1.25
cent)
|
10.08
|
10.08
|
First
interim dividend in respect of year ended 30 September 2024 at 1.25
cent per Ordinary Share (30 September 2023: 1.25
cent)
|
10.09
|
10.09
|
Total dividends
paid
|
20.17
|
20.17
|
Total dividends paid per
share for the period
|
2.50
cent
|
2.50
cent
|
Total dividends unpaid but
declared per share for the period
|
1.25
cent
|
1.25
cent
|
Total dividends declared per
share for the period
|
2.50
cent
|
2.50
cent
|
On 16 May 2024, the Directors of
the Company declared a second interim dividend in respect of the
year ended 30 September 2024 of 1.25 cent per Ordinary Share, which
will be payable on or around 21 June 2024 to Shareholders on the
register on 24 May 2024.
Out of €10.08 million dividends
declared for the period, €3.47 million is designated as interest
distribution.
9. Investment
properties
The Group's investment property
has been valued at fair value by CBRE, an accredited independent
valuer with a recognised and relevant professional qualification
and with recent experience in the locations and categories of the
investment properties being valued. The valuations have been
prepared in accordance with the RICS Valuation - Global Standards
January 2022 ("the Red Book") and incorporate the recommendations
of the International Valuation Standards which are consistent with
the principles set out in IFRS 13. In forming its opinion, CBRE
makes a series of assumptions, which are typically market related,
such as yields and expected rental values and are based on the
valuer's professional judgement and the current tenancy of the
properties.
The valuations are the ultimate
responsibility of the Directors. Accordingly, the critical
assumptions used in establishing the independent valuation are
reviewed by the Board. Other than Tritax EuroBox plc, the external
valuer provides valuation and research-related services to the
Tritax Group, as well as to other funds Tritax Group manages. The
Directors ensure full independence of the valuer.
(Unaudited)
|
Investment properties
completed €m
|
Investment
properties
under construction €m
|
Investment
properties
Total
€m
|
As at 1 October
2023
|
1,494.86
|
17.69
|
1,512.55
|
Acquisition of properties1
|
-
|
-
|
-
|
Additions
to investment properties
|
0.60
|
13.08
|
13.68
|
Disposals
of investment properties
|
(16.51)
|
-
|
16.51
|
Transfer
from investment properties under construction to investment
properties
|
8.10
|
(8.10)
|
-
|
Investment property transferred to asset held for
sale
|
(33.62)
|
-
|
(33.62)
|
Fixed
rental uplift and tenant lease incentives2
|
1.56
|
-
|
1.56
|
Amortisation on rental uplift and customer lease
incentives2
|
(0.81)
|
-
|
(0.81)
|
Change in
fair value during the period3
|
(47.75)
|
1.53
|
(46.22)
|
Foreign
exchange movement during the period
|
0.51
|
-
|
0.51
|
As at 31 March
2024
|
1,406.94
|
24.20
|
1,431.14
|
(Audited)
|
Investment
properties completed
|
Investment properties
under
construction
|
Investment properties
Total
|
€m
|
€m
|
€m
|
As at 1 October
2022
|
1,543.87
|
221.73
|
1765.60
|
Acquisition of properties1
|
1.13
|
7.05
|
8.18
|
Additions
to investment properties
|
2.42
|
142.42
|
144.84
|
|
|
|
|
Transfer from investment properties
under construction to investment
properties
|
339.87
|
(339.87)
|
-
|
Investment
property transferred to asset held for sale
|
(49.30)
|
-
|
(49.30)
|
Disposal
of investment property
|
(65.70)
|
-
|
(65.70)
|
License
fees and rental guarantees recognised
|
(3.21)
|
-
|
(3.21)
|
Fixed
rental uplift and tenant lease incentives2
|
4.64
|
-
|
4.64
|
Amortisation on rental uplift and tenant lease
incentives2
|
(1.49)
|
-
|
(1.49)
|
Change in
fair value during the period3
|
(271.79)
|
(13.64)
|
(285.43)
|
Foreign
exchange movement during the period
|
(5.58)
|
-
|
(5.58)
|
As at 30 September
2023
|
1,494.86
|
17.69
|
1,512.55
|
1
Included
acquisition costs of €nil million (30 September 2023: €0.64
million).
2 This
balance arises as a result of the IFRS treatment of leases with
fixed or minimum rental uplifts and rent free periods, which
requires the recognition of rental income on a straight line basis
over the lease term. The amount as at 31 March 2024 was €13.99
million (30 September 2023: €13.30 million). The difference between
this and cash receipts changes the carrying value of the property
against which revaluations are measured (also see note
4).
3 Included in
the fair value change in the period were unrealised gains of €11.73
million (30 September 2023: €6.16 million) and unrealised losses of
€57.95 million (30 September 2023: €291.59 million).
|
31 March
2024
€m
|
30 September
2023
€m
|
Investment properties and assets held for sale
|
1,464.76
|
1,561.85
|
Rental
guarantee held in separate receivable
|
0.80
|
2.90
|
Total external valuation of
investment properties
|
1,465.56
|
1,564.75
|
As at 31 March 2024, the Group had
the following capital commitments in relation to its development
assets totalling €12.0 million (30 September 2023: €22.9
million):
·
Oberhausen €12.0
million
These costs are not provided for
in the Statement of Financial Position. Capital commitments
represent costs to bring the asset to completion under the
developer's funding agreements, which include the developer's
margin.
Valuation and real estate risks
There is risk to the fair value of
real estate assets that are part of the portfolio of the Group,
comprising variation in the yields that the market attributes to
the real estate investments and the market income that may be
earned.
Real estate investments can be
impacted adversely by external factors such as the general economic
climate, supply and demand dynamics in the market, climate risks,
competition and increase in operating costs.
Besides asset specific
characteristics, general market circumstances affect the value and
income from investment properties such as the cost of regulatory
requirements related to investment properties, interest rate levels
and the availability of financing.
The Manager of the Group has
implemented a portfolio strategy with the aim to mitigate the above
stated real estate risks. Through diversification in regions, risk
categories and customers, it is expected to lower the risk profile
of the portfolio.
With respect to new investments,
the Manager will be targeting specific investment categories based
on the Group's investment objective and restrictions. Because such
investments may be made over a substantial period of time, the
Group faces the risk of interest rate fluctuations in case of
leveraging these investments and adverse changes in the real estate
markets.
Fair value hierarchy
The Group considers that all of
its investment properties and investment properties under
construction fall within Level 3 of the fair value hierarchy as
defined by IFRS 13. There have been no transfers between Level 1
and Level 2 during any of the periods, nor have there been any
transfers between Level 2 and Level 3 during any of the
periods.
The valuations have been prepared
on the basis of Market Value ("MV"), which is defined in the RICS
Valuation Standards, as:
"The estimated amount for which a
property should exchange on the date of valuation between a willing
buyer and a willing seller in an arm's length transaction after
proper marketing wherein the parties had each acted knowledgeably,
prudently and without compulsion."
MV as defined in the RICS
Valuation Standards is the equivalent of fair value under
IFRS.
The following descriptions and
definitions relating to valuation techniques and key unobservable
inputs made in determining fair values are as follows:
Valuation techniques
Investment properties completed: income
approach
The income method (or income
approach) quantifies the net present value of future benefits
associated with the ownership of the asset by totalling the current
tenancy of the property, followed by the market rent on lease
expiry, capitalised at an appropriate yield. The methodology is
based on a direct capitalisation model where the lease-based income
has been capitalised with an all-risk yield in perpetuity. The
choice of this methodology represents the likely basis of analysis
to be used by a potential purchaser for this type of property
(income producing).
Investment properties under construction: residual
approach
The residual approach for
properties under construction takes the expected valuation of the
finished property using the income approach and deducts forecast
costs to complete the development and an allowance for developer's
profit.
Unobservable input: estimated rental value
("ERV")
ERV is dependent upon a number of
variables in relation to the Group's property. These include: size,
building specification and location. At 31 March 2024 the range was
between €34.00 ‑ €94.00 per square metre, per annum (30
September 2023: €33.00 - €104.00 per square metre, per annum). The
Group has not disclosed the weighted average ERV due to the large
dispersion of these caused by the different markets that the
properties are located in.
Unobservable input: yield
Yield is dependent on the tenant,
lease length and the other variables listed above for ERV. At 31
March 2024, the weighted average net initial yield for standing
assets was 4.65% and the range was between 2.16% and 5.77% (30
September 2023: average net initial yield was 4.43% and the range
was between 3.56% and 5.70%). Implicit in the yield is the valuer's
consideration of climate risks.
Yield and ERV are not necessarily
independent variables. It is possible a change in one assumption
may result in an offsetting change to the other but equally the
change in both assumptions may increase the impact on
valuation.
Sensitivities of measurement of significant unobservable
inputs
As set out within significant
accounting estimates and judgements above, the Group's property
portfolio valuation is open to estimation uncertainty and is
inherently subjective in nature. At the balance sheet date, when
the property portfolio was valued, the Group considered the range
used below, in the sensitivity analysis, to be appropriate as at
that date as in a stabilised logistics market, the ranges used
represent reasonable possible changes in unobservable
inputs.
As a result, the following
sensitivity analysis has been prepared for investment properties
and assets held for sale:
|
|
-0.25%yield €m
|
+0.25%
yield €m
|
-5%
ERV
€m
|
+5% ERV
€m
|
(Decrease)/increase in the
fair value of investment properties as at 31 March
2023
|
77.76
|
(69.93)
|
(50.92)
|
51.17
|
(Decrease)/increase in the fair value of investment
properties as at 30 September 2023
|
85.45
|
(76.19)
|
(52.79)
|
53.08
|
The CBRE valuation includes
deductions for transaction costs that would be incurred by a
hypothetical purchaser at the valuation date. These costs include
Real Estate Transfer Tax ("RETT") equivalent to stamp duty except
for properties in Belgium, Italy, Poland and Sweden. In Italy, this
is due to the structure of an Investment Management Company
("SGR"). In Belgium, Poland and Sweden, the local valuation
practice is to exclude such costs given the prevalence of corporate
rather than asset transactions in these markets.
10. Asset held for sale
|
31 March
2024
(unaudited)
€m
|
30
September
2023
(audited)
€m
|
Asset
held for sale
|
33.62
|
49.30
|
|
|
|
|
Asset held for sale
relates to an investment property for which there was Investment
Committee approval to dispose of at the period-end date, and the
intention is to dispose of the asset, which is highly probable to
be disposed of within 12 months.
11. Trade and other
receivables
Non-current trade and other
receivables
|
31 March
2024
(unaudited)
€m
|
30
September
2023
(audited)
€m
|
Cash in
public institutions
|
1.76
|
1.76
|
|
|
|
|
The cash
in public institutions is a deposit of €1.76 million given by the
tenant for the property in Barcelona, Spain.
Current trade and other
receivables
|
31 March
2024
(unaudited)
€m
|
30
September 2023
(audited)
€m
|
Trade
receivables
|
1.28
|
1.77
|
Prepayments, accrued income and other receivables
|
10.46
|
28.89
|
VAT
receivable*
|
1.97
|
2.97
|
|
13.71
|
33.63
|
* VAT
receivable includes VAT on capital expenditure across the
developments and a reclaim on the purchase of a property in Italy
€0.04 million (30 September 2023: €0.93 million).
The carrying value of trade and
other receivables classified at amortised cost approximates fair
value.
The Group applies the IFRS 9
simplified approach to measuring expected credit losses using a
lifetime expected credit loss provision for trade receivables. To
measure expected credit losses on a collective basis, trade
receivables are grouped based on similar credit risk and
ageing.
The expected loss rates are based
on the Group's historical credit losses experienced over the period
prior to the period end. The historical loss rates are then
adjusted for current and forward-looking information on
macroeconomic factors affecting the Group's customers. Both the
expected credit loss provision and the incurred loss provision in
the current and prior period are immaterial.
No reasonably possible changes in
the assumptions underpinning the expected credit loss provision
would give rise to a material expected credit loss.
12. Loans and
borrowings
As at 31 March 2024, 73.7% (30
September 2023: 73.7%) of the Group's debt facilities are fixed
term with 26.3% floating term (30 September 2023: 26.3%). The LTV
across all drawn debt was 44.46% against a limit of 65% in the debt
documentation. The Group has been in compliance with all of the
financial covenants of the Group's bank facilities as applicable
throughout the period.
The Group had available headroom
of €250 million under its bank borrowings (30 September 2023:
€172.5 million).
Any associated fees in arranging
the loan and borrowings that are unamortised as at the period end
are offset against amounts drawn on the facilities as shown in the
table below:
|
31 March
2024
(unaudited)
€m
|
30
September 2023
(audited)
€m
|
Bank
borrowings at the beginning of the year
|
76.25
|
9.11
|
Bank
borrowings drawn in the year
|
-
|
126.00
|
Bank
borrowings repaid in the year
|
(77.50)
|
(59.50)
|
Loan
issue costs paid
|
-
|
(0.01)
|
Non-cash
amortisation of loan issue costs
|
0.30
|
0.65
|
Reclass
unamortised loan issue costs to/(from) prepayments
|
0.95
|
-
|
Non-current liabilities:
borrowings
|
-
|
76.25
|
|
31 March
2024
(unaudited)
€m
|
30
September 2023
(audited)
€m
|
0.95%
Green Bonds 2026
|
500.00
|
500.00
|
1.216%
USPP 2029
|
100.00
|
100.00
|
1.449%
USPP 2032
|
50.00
|
50.00
|
1.590%
USPP 2034
|
50.00
|
50.00
|
Less:
unamortised costs on loan notes
|
(5.17)
|
(6.15)
|
Non-current liabilities:
loans notes
|
694.83
|
693.85
|
Maturity of loans and
borrowings
|
31 March 2024
(unaudited)
|
|
Drawn €m
|
Undrawn
€m
|
Total debt
available
€m
|
Repayable
between one and two years
|
-
|
250.00
|
250.00
|
Repayable
between two and three years
|
500.00
|
-
|
500.00
|
Repayable
between three and four years
|
-
|
-
|
-
|
Repayable
between four and five years
|
-
|
-
|
-
|
Repayable
in over five years
|
200.00
|
-
|
200.00
|
|
700.00
|
250.00
|
950.00
|
|
|
|
|
|
|
Set out below is a comparison by
class of the carrying amounts and the fair value of the Group's
financial instruments:
|
Book Value
31 March
2024
€m
|
Fair Value
31 March
2024
€m
|
Book
Value
30
September
2023
€m
|
Fair
Value
30
September
2023
€m
|
Bank
borrowings: RCF
|
-
|
-
|
77.50
|
77.50
|
0.950%
Green Bonds 2026
|
500.00
|
460.85
|
500.00
|
440.30
|
1.216%
USPP 2029
|
100.00
|
93.54
|
100.00
|
91.85
|
1.449%
USPP 2032
|
50.00
|
45.42
|
50.00
|
44.37
|
1.590%
USPP 2034
|
50.00
|
44.69
|
50.00
|
43.52
|
Total borrowings and loan
notes
|
700.00
|
644.5
|
777.50
|
697.54
|
The fair value of financial
liabilities traded on active liquid markets, including the 0.95%
Green Bonds 2026, 1.216% USPP 2029, 1.449% USPP 2032 and 1.590%
USPP 2034, are determined with reference to the quoted market
prices. The financial liabilities are considered to be Level 1 and
Level 2 fair value measure. The fair value of the financial
liabilities at Level 1 was €460.85 million (30 September 2023:
€440.30 million) and Level 2 was €183.65 million (30 September
2023: €179.74).
13. Other
liabilities
The Group's properties in Germany
are held in subsidiaries in which the Group holds 94.9% or 89.9% of
the shares. As part of the purchase agreements, the Group issued
put options to the minority shareholders. The options are
exercisable ten years after acquisition and would require the Group
to acquire all shares held by the minority shareholder at the then
market value. Prior to the option date the Group has guaranteed a
fixed dividend to the minority shareholder. If this is not met by
the subsidiary, then the Company is required to settle this
obligation.
14. Derivative financial
instruments
To mitigate the interest rate risk
that arises as a result of entering into variable rate loans, a
number of interest rate caps have been taken out in respect of the
Group's variable rate debt to cap the rate to which three-month
Euribor can rise. €20m of caps expire in April 2024, a further €20m
expire in July 2024, with the final €40m expiring in October
2025.
On 18 October 2023 the Group
purchased interest rate caps with a notional value of €55m with
various expiry dates as detailed in the table below. On 19
October 2023 interest rate caps with a notional value of €125m
expired, and a further €25m of interest rate caps commenced which
had been purchased in the previous financial year.
The table
below details the interest rate caps at the current period
end.
Nominal
|
CAP rate
|
Start date
|
End date
|
€25m
|
2.50%
|
19/10/2023
|
19/10/2025
|
€15m
|
3.00%
|
18/10/2023
|
18/10/2025
|
€20m
|
2.75%
|
18/10/2023
|
18/04/2024
|
€20m
|
2.75%
|
18/10/2023
|
18/07/2024
|
The weighted average capped rate,
excluding any margin payable, for the Group as at the period end
was 2.72%. There was a premium payable of €0.59m towards securing
the interest rate caps in both periods.
|
31 March
2024
(unaudited)
€m
|
30
September
2023
(audited)
€m
|
Interest
rate derivatives valuation brought forward
|
1.05
|
4.43
|
Interest
cap premium paid
|
0.59
|
0.53
|
Realised
loss on derivative
|
-
|
(0.49)
|
Disposal
of interest rate cap/Cap break receipt
|
-
|
(1.32)
|
Amortisation of derivative financial instruments
|
(0.43)
|
(0.40)
|
Fair
value movement
|
(0.55)
|
(1.70)
|
Non-current assets: interest
rate derivatives carried forward
|
0.66
|
1.05
|
|
|
|
|
The interest rate derivatives are
marked to market by the relevant counterparty banks on a quarterly
basis in accordance with IFRS 9. Any movement in the mark-to-market
values of the derivatives are taken to the Group profit or
loss.
As at the period end date the
total proportion of debt hedged via interest rate derivatives
equated to 100% (30 September 2023: 100%).
Fair value hierarchy
The fair value of the Group's
interest rate derivatives is recorded in the Group Statement of
Financial Position and is determined by forming an expectation that
interest rates will exceed strike rates and discounting these
future cash flows at the prevailing market rates as at the period
end. This valuation technique falls within Level 2 of the fair
value hierarchy, as defined by IFRS 13. The valuation was provided
by the counterparty to the derivatives. There have been no
transfers between Level 1 and Level 2 during any of the periods,
nor have there been any transfers between Level 2 and Level 3
during any of the periods.
15. Financial risk
management
Financial instruments
The Group's principal financial
assets and liabilities are those that arise directly from its
operations: trade and other receivables, trade and other payables
and cash held at bank. The Group's other principal financial assets
and liabilities are loan notes, bank borrowings and interest rate
derivatives, the main purpose of which is to finance the
acquisition and development of the Group's investment property
portfolio and hedge against the risk of interest rates rising. The
book value of the Group's financial instruments approximates their
fair value at the end of the period.
Risk management
The Group is exposed to market
risk (including interest rate risk) and credit risk. The Board of
Directors oversees the management of these risks. The Board of
Directors reviews and agrees policies for managing each of these
risks that are summarised below.
Market risk
Market risk is the risk that the
fair values of financial instruments will fluctuate because of
changes in market prices. The financial instruments held by the
Group that are affected by market risk are principally the Group's
cash balances and bank borrowings along with interest rate
derivatives entered into to mitigate interest rate risk.
The Group monitors its interest
rate exposure on a regular basis. A sensitivity analysis was
performed to ascertain the impact on the Group Cash Flow Statement
and net assets based on nominal borrowings at the period end. The
RCF facility was undrawn by at the period end, with a €250 million
facility available. The RCF benefits from interest rate caps,
capping the level of Euribor 3 months to a maximum of 2.72%. With
the hedging in place, any further movements in interest rates would
have limited impact on net assets if a further drawdown on the RCF
is made.
The Group currently operates in
eight countries. The current distribution of total assets is as
follows:
Total
assets
|
Belgium
|
Germany
|
Spain
|
Italy
|
Poland
|
UK
|
The
Netherlands
|
Sweden
|
Total
|
31 March 2024
(unaudited)
|
152.89
|
667.75
|
203.08
|
177.72
|
77.03
|
8.16
|
155.60
|
88.84
|
1,531.07
|
30
September 2023
(audited)
|
149.24
|
755.26
|
214.43
|
182.97
|
78.97
|
4.34
|
148.28
|
118.34
|
1,651.83
|
Credit risk
Credit risk is the risk that a
counterparty will not meet its obligations under a financial
instrument or customer contract, leading to a financial loss. The
Group is exposed to credit risks from both its leasing activities
and financing activities, including deposits with banks and
financial institutions.
Credit risk is mitigated by
tenants being required to pay rentals in advance under their lease
obligations. The credit quality of the tenant is assessed based on
an extensive credit rating scorecard at the time of entering into a
lease agreement or acquiring a let property. The Group holds
collateral by way of bank deposits totalling €1.76 million (see
note 11) and in certain cases holds bank guarantee
letters.
Outstanding trade receivables are
regularly monitored. The maximum exposure to credit risk at the
reporting date is the carrying value of each class of financial
asset less the collateral held.
Credit risk related to cash deposits
One of the credit risks of the
Group arises with the banks and financial institutions. The Board
of Directors believes that the credit risk on short term deposits
and current account cash balances is limited because the
counterparties are banks, which are committed lenders to the Group,
with high credit ratings assigned by international credit rating
agencies.
Liquidity
risk
Liquidity risk arises from the
Group's management of working capital and, going forward, the
finance charges, principal repayments on its borrowings and its
commitments under forward funded development arrangements (see note
9). It is the risk that the Group will encounter difficulty in
meeting its financial obligations as they fall due, as the majority
of the Group's assets are property investments and are therefore
not readily realisable. The Group's objective is to ensure it has
sufficient available funds for its operations and to fund its
capital expenditure. This is achieved by continuous monitoring of
forecast and actual cash flows by management ensuring it has
appropriate levels of cash and available drawings to meet
liabilities as they fall due. Liquidity risk is further managed
using an RCF facility of €250m. The RCF is drawn in short to
medium-term tranches of debt which are repayable within 6 months
from draw-down. These tranches of debt can be rolled over provided
certain conditions are met, including covenant compliance. The
Group considers that it is highly unlikely it would be unable to
exercise its right to roll-over the debt. This is due to mitigating
actions it could take to maintain compliance with these conditions.
The Directors therefore believe that the Group has the ability to
roll-over the drawn RCF amounts when due and consequently has
presented the RCF as a non-current liability. At period end, in the
Loans and Borrowings, there were no amounts of drawn debt relevant
to the RCF (30 September 2023: €76.25 million).
Foreign currency risk
The Group's functional currency is
the Euro as the Group operates in continental Europe. The Group
keeps some cash in foreign currency to finance its working
capital. The Group holds investment
properties in Sweden, which transact business denominated in SEK.
As such, there is currency exposure resulting from translating
their performance and net assets into the functional currency,
Euros, for each financial period and at each balance sheet
date.
Development
risk
Development risk is the exposure
that the Group takes in projects where building is not yet
completed. Construction risk is mitigated by the Group by entering
into fixed price contracts with the developers. Letting risk is
usually alleviated by entering into pre-let agreements with
customers or rental guarantees with the developers or
vendors.
Taxation
risk
Tax laws in these countries may
change in the future, representing an increase in tax risk to the
Company.
16. Share
capital
The share capital relates to
amounts subscribed for share capital at its nominal
value:
Ordinary
Shares
|
31 March
2024
Number
|
31 March
2024
€m
|
30
September
2023
Number
|
30
September
2023
€m
|
Issued and fully paid at 1 cent each
Balance
at beginning of period - €0.01 Ordinary Shares
|
806,803,984
|
8.07
|
806,803,984
|
8.07
|
Shares
issued in the period
|
-
|
-
|
-
|
-
|
Balance at end of
period
|
806,803,984
|
8.07
|
806,803,984
|
8.07
|
The Group has one class of
Ordinary Shares which carry no right to fixed income.
17. Net asset value (NAV) per
share
IFRS basic NAV per share is
calculated by dividing net assets in the Group Statement of
Financial Position attributable to ordinary equity holders of the
Parent by the number of Ordinary Shares outstanding at the end of
the period. As there are no dilutive instruments outstanding IFRS
basic NAV per share is shown below:
|
31 March 2024 (unaudited)
€m
|
30
September 2023
(audited)
€m
|
Net
assets per Group Statement of Financial Position
|
757.51
|
795.62
|
Ordinary
Shares:
|
|
|
Issued
share capital (number)
|
806,803,984
|
806,803,984
|
NAV per
share (expressed in Euro per share)
|
|
|
IFRS basic NAV per
share
|
0.94
|
0.99
|
|
31 March 2024
|
30 September
2023
|
|
EPRA NRV
€m
|
EPRA NTA
€m
|
EPRA NDV
€m
|
EPRA NRV
€m
|
EPRA NTA
€m
|
EPRA NDV
€m
|
NAV attributable to
shareholders
|
757.51
|
757.51
|
757.51
|
795.62
|
795.62
|
795.62
|
Mark-to-market
adjustments of derivatives
|
(0.66)
|
(0.66)
|
-
|
(1.05)
|
(1.05)
|
-
|
Deferred tax
adjustment
|
19.30
|
19.30
|
-
|
25.99
|
25.99
|
-
|
Transaction
costs1
|
77.77
|
-
|
-
|
82.39
|
-
|
-
|
NAV
|
853.92
|
776.15
|
757.51
|
902.95
|
820.56
|
795.62
|
NAV per
share
|
1.06
|
0.96
|
0.94
|
1.12
|
1.02
|
0.99
|
1 EPRA NTA and EPRA NDV reflect
IFRS values which are net of RETT (real estate transfer tax). RETT
are added back when calculating EPRA NRV.
18. Transactions with related
parties
For the period ended 31 March
2024, all Directors and some of the Partners of the Manager are
considered key management personnel. The fee payable to the Manager
for the period to 31 March 2024 was €2.28 million (31 March 2023:
€3.41 million). In the current period €nil of the investment
management fee was capitalised during the period (30 September
2023: €0.24 million).
The total amount outstanding at
the period end relating to the Investment Management Agreement was
€1.17 million (30 September 2023: €1.12 million).
The total amounts paid to
Directors for their services for the period to 31 March 2024 was
€0.2 million (31 March 2023: €0.2 million).
The Members of the Manager that
are considered as key management personnel are Phil Redding, James
Dunlop, Henry Franklin, Colin Godfrey and Petrina
Austin.
During the period the Directors
received the following dividends: Robert Orr: €5,059 (31 March
2023: €4,836), Keith Mansfield: €7,250 (31 March 2023: €7,250),
Taco De Groot: €1,050 (31 March 2023: €1,050), Eva-Lotta Sjöstedt:
€173 (31 March 2023: €173) and Sarah Whitney: €1,631 (31 March
2023: €1,218).
During the period the Members of
the Manager received the following dividends: Phil Redding €4,295
(31 March 2023: €3,300), James Dunlop: €10,196 (31 March 2023:
€9,554), Henry Franklin: €6,844 (31 March 2023: €6,416), Colin
Godfrey €10,196 (31 March 2023: €4,309) and Petrina Austin €1,127
(31 March 2023: €1,007).
19. Subsequent
events
On 8 April 2024, the Group agreed a short-term
lease with Arvato at its asset in Strykow, Poland, meaning the
building is now fully let.
On 30 April 2024, the Group agreed a new lease
and re-gear with an existing customer, Alcon, at its asset in
Bornem, Belgium.
On 13 May 2024 the Group
successfully exchanged on the sale of the warehouse in Gothenburg
via a share deal. The disposal was to a leading pan-European real
estate investment manager for consideration of SEK 385
million.
There were no other significant
events occurring after the reporting period, but before the
condensed interim financial statements were authorised for
issue.