Primary Health Properties
PLC
Interim results for the six
months ended 30 June 2024
28-year track record of
dividend growth set to continue as new Government commits to
increased investment in primary and community
care
Primary Health Properties PLC
("PHP", the "Group" or the "Company"), a leading investor in modern
primary health facilities, announces its interim results for the
six months ended 30 June 2024 (the "period").
Mark Davies, Chief Executive Officer ("CEO") of PHP,
commented:
"Following my appointment as CEO
earlier in the year, I am delighted to be able to announce PHP's
interim results for 2024. This is another
period of robust operational and financial performance and we are
encouraged by the continued improvement in open market value rental
growth, together with a strong control on costs resulting in one of
the lowest EPRA cost ratios in the REIT sector and with the vast
majority of PHP's debt either fixed or hedged for a weighted
average period of six years. It's clear that PHP's competitive
advantage is built on these strong fundamentals and leading
position in the UK, combined with our large exposure in
Ireland.
"As PHP
approaches its 30-year anniversary of continuous dividend growth in
2026, the management team appreciates the importance of driving
further earnings growth in the future and this continues to be an
important focus of the Group's business model.
"We welcome the new
Labour Government's commitment to the NHS and, specifically in the
first few days of taking power, the Health Secretary's
identification of increased investment in primary care. As reported
in the media, there are commitments to reform GP services and wider
community care in order to expand service
delivery in these settings, relieving the pressures on the
NHS. PHP is extremely well placed to
facilitate and benefit from these objectives, creating new and
modern facilities to deliver services with huge social
impact.
"I will also take this opportunity
to thank my predecessor, Harry Hyman, for his long and successful
leadership of the Company. I look forward to working with Harry in
the future, in his new role as Non-executive Chair, providing both
continuity and the benefit of his unrivaled experience in the
sector."
FINANCIAL AND OPERATIONAL HIGHLIGHTS
Income statement and
financial metrics
|
Six months to 30 June 2024
|
Six months to 30 June
2023
|
Change
|
Net rental income1
|
£76.2m
|
£75.5m
|
+0.9%
|
Adjusted earnings1,2
|
£46.3m
|
£45.9m
|
+0.9%
|
Adjusted earnings per
share1,2
|
3.5p
|
3.4p
|
+2.9%
|
IFRS profit for the
period
|
£3.6m
|
£39.5m
|
|
IFRS earnings per
share2
|
0.3p
|
3.0p
|
|
Dividends
|
|
|
|
Dividend per share5
|
3.45p
|
3.35p
|
+3.0%
|
Dividends paid5
|
£46.1m
|
£44.8m
|
+2.9%
|
Dividend cover1
|
100%
|
102%
|
|
Balance sheet and operational metrics
|
30 June
2024
|
31 December
2023
|
Change
|
Adjusted NTA per
share1,3
|
105.0p
|
108.0p
|
-2.8%
|
IFRS NTA per share1,3
|
103.5p
|
106.5p
|
-2.8%
|
Property portfolio
|
|
|
|
Investment portfolio
valuation4
|
£2.750bn
|
£2.779bn
|
-1.4%
|
Net initial yield ("NIY")
1
|
5.18%
|
5.05%
|
+13bps
|
Contracted rent roll
(annualised)1,7
|
£152.6m
|
£150.8m
|
+1.2%
|
Weighted average unexpired
lease term ("WAULT")1
|
9.8 years
|
10.2 years
|
|
Occupancy
|
99.2%
|
99.3%
|
|
Rent-roll funded by
government bodies1
|
89%
|
89%
|
|
Debt
|
|
|
|
Average cost of
debt
|
3.3%
|
3.3%
|
|
Loan to value ratio
("LTV")1
|
48.0%
|
47.0%
|
|
Weighted average debt
maturity - drawn facilities
|
6.0 years
|
6.6 years
|
|
Total undrawn loan
facilities and cash6
|
£307.8m
|
£321.2m
|
|
1 Items marked with this
footnote are alternative performance measures. Refer to the
Glossary of Terms for a description of these measures and a
reconciliation to the nearest statutory metric where
appropriate.
2 See note 7, earnings per share, to the financial statements.
3 See note 7, net asset value per share, to the financial statements. Adjusted
net tangible
assets, EPRA
net tangible
assets ("NTA"),
EPRA net
disposal value ("NDV") and
EPRA net reinstatement
value ("NRV") are considered
to be alternative performance measures. The Group has determined that
adjusted net tangible assets is the most relevant
measure.
4 Percentage valuation movement during the period based on the
difference between opening and closing valuations of properties
after allowing for acquisition costs and capital
expenditure.
5 See
note 8, dividends, to the financial statements.
6 Pro-forma after deducting the
remaining cost to complete contracted acquisitions, properties
under development and asset management projects.
7 Percentage contracted rent roll increase during the period is
based on the annualised uplift achieved from all completed rent
reviews and asset management projects.
EARNINGS AND DIVIDEND
GROWTH
· Adjusted earnings per share up 2.9% at 3.5p (30 June 2023: 3.4p)
· IFRS earnings per share decreased by 90.0% to 0.3p (30 June
2023: 3.0p) reflecting non-cashflow losses arising on the valuation
of the Group's property portfolio, convertible bond and interest
rate derivatives
· Contracted annualised rent roll increased by 1.2% to £152.6 million (31 December 2023: £150.8
million)
· Additional annualised rental income on a like-for-like basis
of £1.8 million or 1.2% from rent reviews
and asset management projects (H1 2023:
£2.2 million or 1.5%; FY 2023: £4.3 million or 3.0%)
· EPRA cost
ratio 10.0% (FY 2023: 10.1%) excluding PHP Axis overheads and direct vacancy
costs, representing one of the lowest in
the UK REIT sector, and which is expected to
improve further from 2025 as a result of cost savings enacted
post period end, primarily relating to reductions in staff
headcount, totalling c. £1.0 million
· First three quarterly dividends totalling
5.175 pence per share distributed or declared in the
year-to-date, equivalent to 6.9 pence per share on an
annualised basis, a 3.0% increase over
2023 (6.7 pence per share) and marking the Company's
28th consecutive year of dividend growth
· The Company intends to maintain its strategy of paying a
progressive dividend, fully covered by Adjusted earnings
NET ASSET VALUE AND PORTFOLIO MANAGEMENT
· The portfolio's metrics continue to reflect the Group's
secure, long-term and predictable income stream with
occupancy at 99.2% (31 December 2023: 99.3%), 89%
(31 December 2023: 89%) of income funded by government bodies and a
WAULT of 9.8 years (31 December 2023: 10.2 years)
· Adjusted Net Tangible Assets ("NTA") per share decreased by
2.8% to 105.0 pence (31 December 2023:
108.0 pence)
· Property portfolio valued at £2.750 billion (31 December
2023: £2.779 billion) reflecting a net initial yield of 5.18% (31 December 2023: 5.05%)
· Revaluation deficit in the period of £40.0 million (30 June
2023: deficit £11.9 million), representing a decline of
-1.4% (30 June
2023: -0.4%), comprising a £73 million decline driven by NIY
widening of 13bps partially offset by gains of £33 million arising
from rental growth and asset management projects
· Pipeline of 23 asset management projects and lease regears
planned over next two years, investing
£15.3 million, creating additional rental income of £0.7 million
per annum and extending the weighted average unexpired lease term
(WAULT) back to over 19 years on these properties
· Opportunistic acquisition of one standing let investment at
Basingstoke for £4.5 million and commenced work on the Group's
second development at South Kilburn, London for £3.3
million
· Portfolio in Ireland comprises 21 assets, valued at £244
million (€288 million) (31 December 2023: £245
million / €282 million). The portfolio in Ireland represents 9% (31
December 2023: 9%) of the
total portfolio and Ireland continues to represent a core part of
the Group's strategy and preferred area of future growth
FINANCIAL MANAGEMENT
· Significant liquidity headroom with cash and collateralised
undrawn loan facilities totaling £307.8 million (31 December 2023:
£321.2 million) after capital commitments providing the business
with both the flexibility to execute its strategy and address any
refinancing falling due in 2025
· Agreed terms or in advanced discussions to refinance and
extend £320 million of revolving credit facilities mitigating the
refinancing risk of debt maturities falling due in 2025
· 96%
(31 December 2023: 97%) of net debt fixed or hedged for a weighted
average period of six years
· LTV
ratio 48.0% (31 December 2023: 47.0%) within the Group's targeted
range of between 40% to 50%
· Weighted average debt maturity 6.0 years (31 December 2023:
6.6 years)
RELATIVE TOTAL RETURNS
Six months
ended
30 June
2024
|
Six months ended
30 June 2023
|
Year ended
31 December 2023
|
Adjusted NTA return
|
0.4%
|
1.6%
|
1.9%
|
Income return
|
2.8%
|
2.7%
|
5.3%
|
Capital return
|
(1.4%)
|
(0.4%)
|
(1.8%)
|
Total property return1
|
1.4%
|
2.3%
|
3.5%
|
1 The definition for total property return is set
out in the Glossary of Terms.
RESPONSIBLE BUSINESS AND ESG
· Continued progress made on Net Zero Carbon ("NZC") Framework
with the five key steps to achieve the Group's ambitious target of
being NZC by 2030 for all of PHP's operational, development and
asset management activities
· Completed PHP's first NZC asset management project at Long
Stratton, Norfolk
·
Ongoing construction of PHP's first NZC
development in West Sussex expected to achieve practical completion
in Q4 2024 and commenced fit-out works on PHP's second NZC
development at South Kilburn, London due to achieve practical
completion in Q2 2025
·
Continuedimprovement in the portfolio's EPC
rating with 46% and 86% (31 December 2023: 42% and 85%) rated A-B
and A-C respectively driven by the asset management
programme
Presentation and webcast:
An in-person presentation for
analysts will be held today, 24 July 2024 at 10.00am (11.00am SAST)
at the offices of Burson Buchanan, 107 Cheapside, London EC2V 6DN
and for those who cannot attend in person, the meeting will be
accessible via live video webcast and conference call facility.
Following the presentation there will be a managed questions and
answers session.
The presentation will be
accessible via live video webcast and live conference call
facility:
Webcast: https://stream.brrmedia.co.uk/broadcast/6656fff0173fd460b8116b1e
Telephone UK: +44 (0) 33 0551
0200
Telephone South Africa: toll
free 0800 980 512
Password (if prompted): Quote
"PHP half year
results" when prompted by the operator.
If you would like to register your
interest in attending the meeting please contact Burson Buchanan
via php@buchanan.uk.com.
A recording of the webcast will be made available from c.12.00pm
(1.00pm SAST) on the PHP website, https://www.phpgroup.co.uk/
For further information
contact:
EXECUTIVE REVIEW
PHP has continued to deliver on
its 28-year track record of continuous dividend growth underpinned
by another period of robust operational and financial performance
in the first half of 2024. The performance in the period is a
testament to the quality of PHP's business model, portfolio,
management team and people against the backdrop of an uncertain
interest rate environment which continues to weigh heavily on the
real estate sector.
The Group's operational resilience
throughout the period reflects the security and longevity of our
income which are important drivers of our predictable income stream
and underpin our progressive dividend policy. We have maintained
our strong operational property metrics, with high occupancy at
99.2% (31 December 2023: 99.3%), 89% (31 December 2023: 89%) of our
rent being securely funded directly or indirectly by the UK and
Irish Governments and a long weighted average unexpired lease term
("WAULT") of 9.8 years (31 December 2023: 10.2 years).
The value of the property
portfolio remains broadly unchanged and currently stands at just
under £2.8 billion (31 December 2023: £2.8 billion) across 516
assets (31 December 2023: 514 assets), including 21 assets in
Ireland, with a rent roll of £152.6 million (31 December 2023:
£150.8 million). Notwithstanding the fall in values in the period
the portfolio's average lot size is £5.3 million (31 December 2023:
£5.4 million).
We continue to focus on driving
rental growth from both rent reviews and asset management
activities which is a critical factor in the Group's business model
and underpins both the earnings and dividend outlook. Importantly,
we have continued to see open market value ("OMV") growth improving
with reviews completed in the six months ended 30 June 2024
generating an extra £0.6 million (six months ended 30 June 2023:
£0.7 million) an uplift of 6.5% (2023: 5.4%) over the previous
passing rent equivalent to 2.1% (2023: 1.8%) on an annualised
basis. This continues the positive trend in growth seen over the
last couple of years. The improving rental
growth outlook has also been reflected in the valuation of the
portfolio with the independent valuers' assessment of estimated
rental values ("ERV") increasing by 1.7% in the six months ended 30
June 2024 (six months ended 30 June 2023: 1.4%; year ended 31
December 2023: 2.5%).
The significant increases in
construction costs, together with historically suppressed levels of
open market rental growth in the sector, will be significant pull
factors to future growth and we are
starting to see positive movement in some locations where the NHS
need for investments in new buildings is strongest. We have
recently commenced work on PHP's second development at South
Kilburn, London which is an example of an Integrated Care Board
("ICB") and local authority stepping in with a capital contribution
where the District Valuer's ("DV") proposals have prevented much
needed schemes from progressing. This, along with the use of
"top-up" rents and capital contributions, is starting to allow
certain schemes to progress viably and we anticipate this will
continue to accelerate.
We welcome the new Labour
Government's commitment to the NHS together with its manifesto
pledge to reform primary care along with
a continuation of the shift of services
out of hospitals and into the community and more information can be
found in the statement below. Primary care will face challenges in
meeting the new objectives set, with the capacity of existing
facilities creating a significant obstacle to implementing the new
government's policies aimed at expanding service delivery within
general practice. Many of our primary care
facilities and occupiers will need to deal with future reforms
along with addressing the large backlog of procedures that has
built up over recent years. We continue to maintain close
relationships with our key stakeholders and GP partners to ensure
we are best placed to help the NHS and Health Service Executive
("HSE"), Ireland's national health service provider, evolve and
deal with the ever-increasing pressures being placed on
them.
Overview of results
PHP's Adjusted earnings increased by £0.4 million or
0.9% to £46.3 million (30 June 2023: £45.9 million) in the six
months to 30 June 2024, driven by organic rental growth from rent
reviews and asset management projects, plus increased profit
generated by PHP Axis, our Irish property management business,
partially offset by higher interest costs on the Group's increased
variable rate debt. Using the weighted average number of shares in
issue in the period the Adjusted earnings per share increased by
2.9% at 3.5 pence (30 June 2023: 3.4 pence).
A revaluation deficit of £40.0 million (30 June
2023: deficit £11.9 million) was generated in the period from the
portfolio, equivalent to -3.0 pence per
share. The valuation deficit was driven by net initial yield
("NIY") widening of 13 bps in the period, equivalent to a valuation
reduction of around £73 million, albeit this was partially offset
by gains equivalent to £33 million arising from rental growth and
asset management projects.
A combined loss of £1.8 million (30 June 2023:
gain of £4.8 million) from the fair value movements of interest
rate derivatives and convertible bonds, the amortisation of the
fair value adjustment on the MedicX fixed rate debt at acquisition
and the amortisation of the intangible asset arising on the
acquisition of PHP Axis in 2023 resulted in a profit before tax as
reported under IFRS of £4.5 million (30 June 2023: £38.8
million).
The Group's balance sheet remains robust with
significant liquidity headroom with cash and collateralised undrawn
loan facilities, after capital commitments, totalling £307.8
million (31 December 2023: £321.2 million). The loan to value ratio
of 48.0% (31 December 2023: 47.0%) is in line with the targeted
range of between 40% and 50% with significant valuation headroom
across the various loan facilities with values needing to fall by
around £1.0 billion or 38% before the loan to value covenants are
impacted.
Dividends
The Company distributed a total of 3.45 pence per
share in the six months to 30 June 2024, equivalent to 6.9 pence on
an annualised basis, which represents an increase of 3.0% over the dividend per
share distributed in 2023 of 6.7 pence. This will mark the
28th year of consecutive dividend growth for PHP.
A third quarterly interim dividend of 1.725 pence
per share was declared on 27 June 2024.
The dividend will be paid on 16 August
2024 to shareholders who were on the register at the close of
business on 5 July 2024. The dividend will
comprise a Property Income Distribution of 1.45 pence per share and a normal dividend of 0.275
pence. The Company intends to maintain its strategy of paying a
progressive dividend, which is paid in equal quarterly instalments,
and covered by underlying earnings in each financial year. A
further interim dividend payment is planned to be made in November
2024, which is expected to comprise a mixture of both Property
Income Distribution and normal dividend.
The total value of dividends
distributed in the period increased by 2.9% to £46.1 million (30 June 2023: £44.8 million),
which were fully covered by Adjusted earnings. As previously
reported, we suspended the scrip dividend scheme in light of the
ongoing weakness in the share price and a dividend re-investment
plan is being offered in its place.
Total shareholder
returns
The Company's share price started the year at 103.8
pence per share and closed on 30 June 2024 at 91.75 pence, a
decrease of 11.6%. Including dividends,
those shareholders who held the Company's shares throughout the
period achieved a Total Shareholder Return of -8.3% (30 June 2023:
-10.8%).
Board changes
As previously reported, Mark
Davies took over from Harry Hyman as Chief Executive Officer
("CEO") with effect from the conclusion of the 2024 Annual General
Meeting ("AGM") on 24 April 2024. At the same time, Steven Owen
retired from the Board as Non-executive Chairman and Harry was
appointed as Non-executive Chair.
The Board believes that Harry's
appointment as Chair is in the best interests of the Group and its
stakeholders, particularly as Harry's knowledge and expertise
gained over nearly 30 years in the primary care property sector,
which is a niche sub-sector of the real estate market, will
continue to be invaluable and highly relevant to the Group's future
success. Harry founded PHP in 1996 and has served on the Board as
Managing Director/CEO since that time until he stood down as CEO
with effect from the end of the AGM. His track record in the listed
real estate sector is outstanding and he has been the key driver in
PHP's success since its inception.
Following Harry's
appointment as Non-executive Chair and
in order to ensure that the Board consists
of a majority of independent Non-executive Directors and is
therefore compliant with the UK Corporate Governance Code 2024, Dr
Bandhana (Bina) Rawal was appointed as a fourth independent
Non-executive director of the Company with effect from 27 February
2024 and the Board has increased in size from six to seven. Dr
Rawal brings a wealth of experience from senior executive and
non-executive roles across healthcare, including in strategy,
partnerships, governance and risk management.
The Board is grateful to Steven
for his commitment and dedication to the Company since his
appointment as a Non-executive director in 2014 and for
subsequently Chairing the Company from 2018 to 2024, a period of
transformational growth and change particularly following the
merger with MedicX, the process of internalising the management
function and establishing PHP as a key member of the FTSE 250
Index.
Secondary Listing
On the 24 October 2023 the Company
completed a secondary listing of PHP shares on the Johannesburg
Stock Exchange ("JSE"). The Board of PHP believes that the
secondary listing will contribute to liquidity in the Group's
shares as a result of the growing interest in the Company and its
increased profile in the South African market, where a number of
investors have shown strong interest in the unique healthcare
property investment opportunity. Since listing on the JSE
approximately six million shares, across 225 shareholders, have
been transferred to date and we continue to help potential South
African investors acquire PHP shares and provide further liquidity
on the JSE with the objective of increasing the number of shares
listed there to between 5% to 10% of the Group's total issued share
capital.
Environmental, Social and Governance ("ESG")
PHP has a strong commitment to
responsible business. ESG matters are at the forefront of the
Board's and our various stakeholders' considerations and the Group
has committed to transitioning to net zero carbon ("NZC"). PHP
published, at the start of 2022, a NZC Framework setting out the
five key steps we are taking to achieve an ambitious target of
being NZC by 2030 for all of PHP's operational, development and
asset management activities.
We continue to make good progress
on the delivery of our NZC framework commitments and achieved our
first milestone of net zero operations in both 2022 and 2023 one
year ahead of target. Additionally, the Group's first NZC
development at Croft, West Sussex is due to achieve practical
completion later in Q4 2024 and we have recently commenced work on
a second NZC development at South Kilburn, London.
We continue to modernise existing
buildings and improve the environmental credentials of our
portfolio through the asset management programme and have completed
two projects in the period all of which saw an improvement in the
EPC ratings to a B. In the period, we also completed PHP's first
net zero asset management project at Long Stratton, Norfolk where
oil fired heating was replaced with air sourced heating, solar PV
was installed and the residual carbon incurred was offset. A
further seven projects are currently on site or committed with an
advanced pipeline of additional schemes where we continue to
evaluate options for energy efficiency, renewables and net zero
asset management projects.
As at 30 June 2024, 46% of assets
have an EPC rating of A or B (31 December 2023: 42%) and 86% at A
to C (31 December 2023: 85%).
As part of establishing the wider
carbon impact of the buildings and improve our access to energy
performance data we have partnered with arbnco, the award-winning
PropTech company addressing climate change, to increase and
move towards 100% energy data coverage across the
portfolio allowing us to proactively engage with and support
tenants on improving their energy performance.
As a leading provider of modern
primary care premises, we aim to create a lasting positive social
impact, particularly in the health outcomes and wellbeing for the
communities where we are invested.
Further details on our progress
in the year, objectives for the future and approach to responsible
business can be found in the 2023 Annual Report and on our
website.
Market update and outlook
We welcome the new Labour
Government's continued commitment to the NHS and its manifesto
pledge to reform primary care along with three key proposals for
change, in particular:
·
Change so that more people can get care at home
in their community;
·
Changes so that the NHS has the workforce of the
future, with the technology they need; and
·
Changes so the focus is on prevention to reduce
pressures on the NHS
Labour's policy includes a
continuation of the shift of services out of hospitals and into the
community with healthcare close to home and there for individuals
when they need it. As part of this commitment Labour acknowledge
there needs to be a reform of primary care with patients needing
new and more varied opportunities to access healthcare unlocking
earlier diagnosis of progressive health conditions. Amongst the
proposals for primary care are:
·
Improve GP access;
·
Bring back the family doctor;
·
Join up community health and social care
services;
·
Open new referral routes;
·
Further expand the role of community
pharmacy;
·
Free-up GP appointments by boosting mental health
support; and
·
Create a Neighbourhood NHS Workforce
Primary care will continue to face
challenges in meeting the above objectives. The growing demand for
healthcare services alongside the capacity constraints of existing
facilities represent a significant obstacle to implementing the new
government's policies aimed at expanding service delivery within
general practice and local communities. The need for additional
space is compounded by a population that is growing, ageing and
suffering from increased chronic illnesses, which is placing a
greater burden on healthcare systems in both the UK and Ireland.
The extent of the NHS backlog also remains a significant concern,
with the number of patients waiting for treatment reaching record
highs and hospitals struggling to meet objectives. All these
factors make more urgent the need for improved and increased
primary healthcare infrastructure with approximately one-third of
the UK's current primary care estate in need of modernisation or
replacement.
PHP stands ready to support the
new Labour Government's ambition of building an NHS fit for the
future but declining rents in real terms have made investing in the
transformation of GP facilities less appealing. Construction costs
have risen significantly over the past decade, surpassing the
growth in primary care rents, driven by material and labour costs
and increasing sustainability requirements, all of which have been
compounded by Brexit, the COVID-19 pandemic and the volatile fiscal
policy outlook.
PHP's mission is to support the
NHS, the HSE and other healthcare providers, by being a leading
investor in modern, primary care premises. We will continue to
actively engage with government bodies, the NHS, the HSE in Ireland
and other key stakeholders to establish, enact (where we can),
support and help alleviate increased pressures and burdens
currently being placed on healthcare networks.
Primary health and investment market update
The commercial property market
continues to be impacted by economic turbulence and the uncertainty
of interest rates continues to weigh on the real estate sector.
This is severely impacting liquidity across the wider real estate
market especially those sub-sectors impacted by changing behaviours
such as offices and retail. Conversely, structurally supported
sectors such as healthcare and distribution where income security
and rental growth are more assured are starting to see pricing
stabilise.
We believe healthcare and in
particular primary care real estate, remains a structurally
supported sector and benefits from the demographic tailwinds of
a population that is growing, ageing and
suffering from increased chronic illnesses, which is placing a
greater burden on healthcare systems in both the UK and Ireland
which in turn compounds the need for both fit-for-purpose and
additional space. However, future developments will now need a
significant shift of between 20% to 30% in rental values to make
them economically viable and we continue to actively engage with
both the NHS, ICB and DV for higher rent settlements. Despite these
negotiations typically becoming protracted, we are starting to see
positive movement in some locations where the health system's need
for investment in new buildings is strongest such as our recent
development at South Kilburn, London.
Primary care asset values have
continued to perform well relative to mainstream commercial
property due to recognition of the security of their government
backed income, crucial role in providing sustainable healthcare
infrastructure and more importantly a stronger rental growth
outlook enabling attractive reversion over the course of long
leases.
The continued lack of recent
transactions in the year has resulted in valuers continuing to
place reliance primarily on sentiment to arrive at fair values.
Yields adopted by the Group's valuers have moved out by 13bps to
5.18% as at 30 June 2024 (31 December 2023: 5.05%) to reflect
perceived market sentiment for the sector. We believe further
significant reductions in primary care values are likely to be
limited with a stronger rental growth outlook offsetting the impact
of any further yield expansion.
PHP Outlook
Growth in the immediate future
will continue to be focused on increasing income from our existing
portfolio and we are encouraged by the firmer tone of rental growth
experienced over the last couple of years. We believe the dynamics
of inflation in recent years, including significantly increased
build costs combined with demand for new primary care facilities
and the need to modernise the estate will continue to drive future
rental settlements.
We are currently on site with just
two developments with costs to complete of £3.3 million and
consequently have very limited exposure to higher construction cost
pressures and supply chain delays. In our immediate pipeline we
have one development and 23 asset management projects with a total
expected cost of £15.3 million and will continue to evaluate
these, together with a wider medium-term
pipeline at various stages of progress and
seek to negotiate rents with the NHS at the level required to
deliver an acceptable return.
With an improving rental growth
outlook, a strong control on costs resulting in one of the lowest
EPRA cost ratios in the sector and the vast majority of the Group's
debt either fixed or hedged for a weighted average period of six
years we are well positioned for the future. These factors, along
with the encouraging Labour Government commitments to increased
investment in primary and community care, enable us to look forward
to the rest of 2024 with confidence.
Harry
Hyman
Mark Davies
Chair
Chief Executive Officer
23 July 2024
BUSINESS REVIEW
Rental growth
PHP's sector-leading metrics
remain robust and we continue to focus on delivering the organic
rental growth that can be derived from our existing assets. This
growth arises mainly from rent reviews and asset management
projects (extensions, refurbishments and lease re-gears) which
provide an important opportunity to increase income, extend lease
terms and avoid obsolescence whilst ensuring that our properties
continue to meet their communities' healthcare needs and improve
their ESG credentials.
In the first half of 2024 we have
continued to see strong organic rental growth from our existing
portfolio with income increasing by £1.8 million or 1.2% (six
months ended 30 June 2023: £2.2 million or 1.5%; years ended 31
December 2023 and 2022: £4.3 million or 3.0% and £3.3 million or
2.4% respectively) on a like-for-like basis. The progress continues
the improving rental growth outlook seen over the last couple of
years and it should be noted that most of the increase comes from
rent reviews arising primarily in the periods prior to 2022, a
period when rental growth was muted and not reflecting the higher
levels of construction cost and general inflation experienced in
recent periods.
We have also seen the improving
rental growth outlook reflected in the valuation of the portfolio
with the independent valuers' assessment of estimated rental values
("ERV") increasing by 1.7% in the six months ended 30 June 2024
(six months ended 30 June 2023: 1.4%; years ended 31 December 2023
and 2022: 2.5% and 2.2% respectively).
Rent review performance
The Group completed 165 (six
months ended 30 June 2023: 172; year ended 31 December 2023: 331)
rent reviews with a combined rental value of £20.1 million (six
months ended 30 June 2023: £22.4 million; year ended 31 December
2023: £42.4 million), adding £1.6 million and delivering an average
uplift of 7.8% against the previous passing rent (six months ended
30 June 2023: £2.2 million / 9.9%; year ended 31 December 2023:
£3.6 million / 8.5%).
68% of our rents are reviewed on
an open market basis, which typically takes place every three
years. The balance of the PHP portfolio has either indexed (27%) or
fixed uplift (5%) based reviews which also provide an element of
certainty to future rental growth within the portfolio.
Approximately one-third of index linked reviews in the UK are
subject to caps and collars which typically range from 6% to 12%
over a three-year review cycle.
In Ireland, we concluded seven
(six months ended 30 June 2023: 13; year ended 31 December 2023:
18) index-based reviews, adding a further £0.1 million / €0.1
million (six months ended 30 June 2023: £0.3 million / €0.3
million; year ended 31 December 2023: £0.4 million / €0.4 million),
an uplift of 14.4% (year ended 31 December 2023: 15.2%) against the
previous passing rent. In Ireland, all reviews are linked to the
Irish Consumer Price Index, upwards and downwards, with reviews
typically every five years. Leases to the HSE and other government
bodies, which comprise 79% of the income in Ireland, have increases
and decreases capped and collared at 25% over a five-year review
cycle.
The growth from reviews completed
in the period, noted above, is summarised below:
|
Number
|
Previous rent
(per
annum)
£
million
|
Rent
increase
(per
annum)
£
million
|
Total
increase
%
|
Annualised
increase
%
|
UK - open
market1
|
74
|
9.6
|
0.6
|
6.5
|
2.1
|
UK - indexed
|
78
|
7.1
|
0.7
|
9.8
|
4.8
|
UK - fixed
|
6
|
2.7
|
0.2
|
5.5
|
2.8
|
UK - total
|
158
|
19.4
|
1.5
|
7.6
|
3.2
|
Ireland - indexed
|
7
|
0.7
|
0.1
|
14.4
|
4.6
|
Total - all reviews
|
165
|
20.1
|
1.6
|
7.8
|
3.2
|
1 includes 24 reviews where no uplift was achieved.
At 30 June 2024 589 (31 December
2023: 585) open market rent reviews representing £86.7 million (31
December 2023: £84.9 million) of passing rent, were outstanding out
of which 302 (31 December 2023: 334) have been triggered to date
and are expected to add another £2.1 million (31 December 2023:
£2.2 million) to the contracted rent roll when concluded and
represent an uplift of 4.8% (31 December 2023: 4.5%) against the
previous passing rent. The balance of the outstanding reviews will
be actioned when there is further comparative evidence to support
the estimated rental values.
The large number of outstanding
reviews reflects the requirement for all awards to be agreed with
the District Valuer. A great deal of evidence to support open
market reviews comes from the completion of historical rent reviews
and the rents set on delivery of new properties into the sector.
NHS initiatives to modernise the primary care estate will result in
previously agreed rental values having to be renegotiated to make a
number of these projects viable in the current economic
environment.
Asset Management Projects
In the UK, we exchanged on three
new asset management projects, seven lease re-gears and three
lettings during the six months ended 30 June 2024. These
initiatives will increase rental income by £0.2 million investing
£4.3 million and extending the leases back to 18 years.
In the period, £0.3 million of
income was lost to voids following the insolvency of Lloyds
pharmacy at three units in the UK and the surrender of two pharmacy
leases in Ireland where the space is to be relet to the HSE in the
future as part of an asset management initiative.
PHP continues to work closely with
its occupiers and has a strong pipeline of 23 similar asset
management projects which are currently in legal due diligence and
are being progressed to further increase rental income and extend
unexpired occupational lease terms. The immediate asset management
pipeline will require the investment of approximately £15.3
million, generating an additional £0.7 million of rental income and
extending the WAULT on those premises back to an average of 19
years. Additionally, we continue to progress an advanced pipeline
of further asset management initiatives across 18
projects.
The Company will continue to
invest capital in a range of physical extensions or refurbishments
through asset management projects which help avoid obsolescence,
including improving energy efficiency, and which are key to
maintaining the longevity and security of our income through long
term occupier retention, increased rental income and extended
occupational lease terms, adding to both earnings and capital
values.
Robust portfolio metrics
The portfolio's annualised
contracted rent roll at 30 June 2024 was £152.6 million (31
December 2023: £150.8 million), an increase of £1.8 million or
+1.2% in the period driven by organic growth from rent reviews and
asset management projects of £1.8 million (six months ended 30 June
2023 £2.2 million). The acquisition of Basingstoke and the
development at South Kilburn, London added a further £0.5 million
of income although these gains were offset by the loss of income
arising from foreign exchange movements of £0.2 million on our
portfolio in Ireland and UK lease surrenders and voids of £0.3
million.
The security and longevity of our income are
important drivers of our secure, long term predictable income
stream and enable our progressive dividend policy.
Security:PHP
continues to benefit from secure, long term cash flows with 89% (31
December 2023: 89%) of its rent roll funded directly or indirectly
by the NHS in the UK or HSE in Ireland. The portfolio also benefits
from an occupancy rate of 99.2% (31 December
2023: 99.3%).
Rental collections: These
continue to remain robust and as at 23 July 2023 93% had been
collected in both the UK and Ireland for the first three quarters
of 2024. This is in line with collection rates experienced in both
2023 and 2022 which now stand at over 99% for both countries. The
balance of rent due for the third quarter of 2024 is expected to be
received shortly.
Longevity:
The portfolio's WAULT at 30 June 2024 was 9.8 years (31 December
2023: 10.2 years). £19.8 million or 13.0% of our income is
currently holding over expires over the next three years of which
c. 70% have agreed terms or are in advanced discussions to renew
their lease. £62.7 million or 41.0%
expires in over 10 years. The table below sets out the current
lease expiry profile of our income:
Income
subject to expiry
|
£m
|
%
|
Holding
over
|
6.6
|
4.3%
|
< 3
years
|
13.2
|
8.7%
|
4 - 5
years
|
18.7
|
12.3%
|
5 - 10
years
|
51.4
|
33.7%
|
10 - 15
years
|
29.5
|
19.3%
|
15 - 20
years
|
21.5
|
14.1%
|
> 20
years
|
11.7
|
7.6%
|
Total
|
152.6
|
100.0%
|
Investment and pipeline
In the first half of 2024, the Group selectively
completed the opportunistic acquisition of one primary health
centre at Basingstoke for a total consideration of £4.5 million.
The property is fully let to a GP practice, pharmacy and dentist
and benefits from a long WAULT of 17 years and three-yearly open
market value rent reviews.
We continue to monitor a number of
potential standing investments, direct and forward funded
developments and asset management projects with an advanced
pipeline across a number of opportunities in both the UK and
Ireland but will only be progressed if accretive to
earnings.
The immediate pipeline of
opportunities in legal due diligence continues to be focused
predominantly on PHP's existing portfolio through asset management
projects.
Pipeline
|
In
legal due diligence
|
Advanced pipeline
|
|
Number
|
Cost
|
Number
|
Cost
|
UK - asset management
|
23
|
£15.3m
|
18
|
£16.9m
|
Ireland - asset
management
|
-
|
-
|
1
|
0
(€0m)
|
UK - direct development
|
-
|
-
|
1
|
£4.1m
|
Ireland - forward funded
development
|
-
|
-
|
2
|
£42.4m
(€50.0m)
|
Total pipeline
|
23
|
£15.3m
|
22
|
£63.4m
|
Developments
At 30 June 2024, the Group had limited development
exposure with two projects on site and £3.3 million of expenditure
required to complete them.
· Croft
Primary Care Centre, West Sussex, being built to NZC standards and
due to complete later in Q4 2024 with £1.4 million of expenditure
required to complete the project
· In July
2024 the Group also commenced work on a second development scheme
at South Kilburn, London where we have worked with both the local
council and ICB, each contributing £0.5 million, to make the scheme
economically viable. The scheme comprises the fit-out of a shell
unit, being constructed to NZC standards, for a total cost of £3.3
million net of the £1.0 million capital contribution which equates
to a 26% uplift in the rent originally set by the DV. The scheme is
expected to achieve practical completion in Q2 2025 with £1.9
million of expenditure remaining.
The Group has currently paused any further direct
development activity whilst negotiations with the NHS, ICBs and DVs
continue in order to increase rental levels to make schemes
economically viable with rental values needing to increase by
around 20%-30%. Without these necessary increases in rent primary
care development will remain paralysed in the UK.
We currently do not have any forward funded
developments on-site in Ireland although continue to progress a
near-term pipeline with an estimated gross development value of
approximately €50m.
PHP expects that all future direct developments will
be constructed to NZC standards.
Valuation and returns
As at 30 June 2024, the Group's
portfolio comprised 516 (31 December 2023: 514) assets
independently valued at £2.750 billion (31 December 2023: £2.779
billion). After allowing for acquisition costs and capital
expenditure on developments and asset management projects, the
portfolio generated a valuation deficit of £40.0 million or -1.4%
(Six months ended 30 June 2023: deficit of £11.9 million or
-0.4%).
The valuation deficit of £40.0
million in the period was driven primarily by a loss arising from
yield expansion of approximately £73 million partially offset by
gains of approximately £33 million arising from an improving rental
growth outlook and asset management projects.
During the period the Group's
portfolio NIY has expanded by 13 bps to 5.18% (31 December 2023:
5.05%) and the reversionary yield increased to 5.5% at 30 June 2024
(31 December 2023: 5.4%).
At 30 June 2024, the portfolio in
Ireland comprised 21 standing and fully let properties with no
developments currently on site, valued at £244.4 million or €288.5
million (31 December 2023: 21 assets/£244.6 million or €282.2
million). The portfolio in Ireland has been valued at a NIY of 5.3%
(31 December 2023: 5.4%).
The portfolio's average lot size
fell slightly to £5.3 million (31 December 2023: £5.4 million),
reflecting the fall in values in the period, however 87% (31
December 2023: 87%) of the portfolio continues to be valued at over
£3.0 million. The Group only has five assets valued at less than
£1.0 million.
|
Number
of
|
Valuation
|
|
Average
|
|
properties
|
£
million
|
%
|
lot
size (£ million)
|
> £10m
|
58
|
883.0
|
32
|
15.2
|
£5m - £10m
|
127
|
856.6
|
31
|
6.7
|
£3m - £5m
|
165
|
652.2
|
24
|
4.0
|
£1m - £3m
|
161
|
350.0
|
13
|
2.2
|
< £1m (including land
£1.3m)
|
5
|
4.7
|
0
|
0.7
|
Total1
|
516
|
2,746.5
|
100
|
5.3
|
1 Excludes the £3.0 million impact of IFRS 16 Leases with ground rents recognised as
finance leases.
The valuation deficit combined
with the portfolio's growing income, resulted in a total property
return of +1.4% for the period (six months ended 30 June 2023:
+2.3%). The total property return in the period compares with the
MSCI UK Monthly Property Index of +2.2% for the first six months of
2024 (six months ended 30 June 2023: +1.1%, year ended 31 December
2023: -0.5%).
|
Six months ended
30 June 2024
|
Six
months ended
30 June
2023
|
Year
ended
31
December 2023
|
Income
return
|
2.8%
|
2.7%
|
5.3%
|
Capital
return
|
(1.4%)
|
(0.4%)
|
(1.8%)
|
Total
return
|
1.4%
|
2.3%
|
3.5%
|
FINANCIAL REVIEW
PHP's Adjusted earnings increased by £0.4 million or
0.9% to £46.3 million in the six months to
30 June 2024 (30 June 2023: £45.9 million). The increase in the
period reflects the improving organic rental
growth from rent reviews and asset management projects in both 2023
and the first half of 2024, along with increased earnings from PHP
Axis's activities in Ireland and a small reduction in PHP's
administrative expenses partially offset by increased interest
costs on the Group's variable rate debt.
Using the weighted average number of shares in issue
in the period the Adjusted earnings per share increased by 2.9% to
3.5 pence (30 June 2023: 3.4 pence).
The financial results for the Group are summarised
as follows:
Six months
ended
30 June 2024
|
Six months
ended
30 June 2023
|
Year ended 31 December
2023
|
|
£m
|
£m
|
£m
|
Net
rental income
|
76.2
|
75.5
|
149.3
|
PHP Axis
contribution net of overheads
|
0.7
|
0.5
|
1.1
|
Administrative expenses1
|
(5.9)
|
(6.1)
|
(11.6)
|
Operating profit before
revaluation and net financing costs
|
71.0
|
69.9
|
138.8
|
Net
financing costs
|
(24.7)
|
(24.0)
|
(48.1)
|
Adjusted earnings
|
46.3
|
45.9
|
90.7
|
Revaluation deficit on property portfolio
|
(40.0)
|
(11.9)
|
(53.0)
|
Fair
value gain on interest rate derivatives and convertible
bond
|
(2.8)
|
3.9
|
(13.2)
|
Amortisation of MedicX debt MtM at acquisition
|
1.5
|
1.5
|
3.0
|
PHP Axis
amortisation of intangible asset
|
(0.5)
|
(0.4)
|
(0.9)
|
PHP Axis
acquisition and JSE listing costs
|
-
|
(0.2)
|
(0.5)
|
IFRS profit before
tax
|
4.5
|
38.8
|
26.1
|
Corporation tax
|
(0.1)
|
-
|
(0.1)
|
Deferred
tax provision
|
(0.8)
|
0.7
|
1.3
|
IFRS profit after
tax
|
3.6
|
39.5
|
27.3
|
1 Excludes amortisation of intangible asset and costs arising
on the acquisition of PHP Axis.
Adjusted earnings increased by £0.4 million or 0.9%
in the six months to June 2023 to £46.3 million (30 June 2023:
£45.9 million) and the movement can be summarised as follows:
|
|
£m
|
Six months ended 30 June
2023
|
|
45.9
|
Net rental income
|
|
0.7
|
PHP Axis contribution
|
|
0.2
|
Administrative expenses
|
|
0.2
|
Net financing costs
|
|
(0.7)
|
Six months ended 30 June 2024
|
|
46.3
|
Net rental income received in the six months to 30
June 2024 increased by 0.9% or £0.7 million to £76.2 million (30
June 2023: £75.5 million) reflecting £1.0 million of additional
income from completed rent reviews and asset management projects
and £0.5m of rent arising from the acquisition of Ballincollig in
Ireland in December 2023 offset by a £0.8 million increase in
non-recoverable property costs which relates primarily to the
write-off of development work in progress for a scheme at Colliers
Wood, Merton of £0.5 million which is no longer progressing.
Administration expenses continue to be tightly
controlled and the Group's EPRA cost ratio remains one of the
lowest in the sector at 10.0% (30 June 2023: 10.1%) excluding PHP
Axis and direct vacancy costs. The £0.2 million reduction in
administration costs in the period is due primarily to the benefit
of a voluntary redundancy programme completed in 2023 net of the
additional staff costs arising from annual
pay increases. Post period end, we have put measures in place to
reduce administrative expenses by a further £1.0 million, primarily
relating to reductions in staff headcount, and the benefit of these
savings will begin in 2025.
EPRA cost ratio
|
Six months ended
30 June 2024
|
Six months ended
30 June 2023
|
Year ended
31 December 2023
|
|
£m
|
£m
|
£m
|
Gross rent less ground rent
and service charge income
|
80.0
|
78.2
|
155.8
|
Direct
property expense
|
8.7
|
7.9
|
18.2
|
Less:
service charge and recoverable costs
|
(5.9)
|
(5.7)
|
(13.3)
|
Non-recoverable property costs
|
2.8
|
2.2
|
4.9
|
Administrative expenses including
PHP Axis
|
6.3
|
6.1
|
11.6
|
Less:
ground rent
|
(0.1)
|
(0.1)
|
(0.2)
|
Less:
other operating income
|
(0.3)
|
(0.3)
|
(0.5)
|
EPRA costs (including direct
vacancy costs)
|
8.7
|
7.9
|
16.6
|
EPRA cost ratio
|
10.9%
|
10.1%
|
10.7%
|
EPRA cost ratio excluding
PHP Axis overheads and direct vacancy costs
|
10.0%
|
9.7%
|
10.1%
|
Total expense ratio -
administrative expenses as a percentage of
gross asset value (annualised)
|
0.3%
|
0.4%
|
0.4%
|
|
|
|
|
|
|
Net finance costs in the period increased by £0.7
million to £24.7 million (30 June 2023: £24.0 million) because of a
£11.8 million increase in the Group's net debt since June 2023, the
impact of increased in interest rates on the Group's unhedged debt
and the loss of interest receivable on forward funded developments
which completed in H1 2023, now income producing and accounted for
as rent.
Shareholder value
The Adjusted Net Tangible Assets (NTA), per share
decreased by 3.0 pence or 2.8% to 105.0 pence (31 December 2023:
108.0 pence per share) during the period with the revaluation
deficit of £40.0 million being the reason
for the decrease.
The adjusted NTA return per share, including
dividends distributed, in the six months ended 30 June 2024
was 0.5 pence or -0.4% (30 June 2023: 1.9
pence or 1.6%).
The table below sets out the movements in the
Adjusted NTA and EPRA Net Disposal Value (NDV) per share over the
period under review.
Adjusted Net Tangible Asset
(NTA) per share
|
30 June 2024 pence per
share
|
30 June
2023 pence per share
|
31
December 2023 pence per share
|
Opening Adjusted NTA per
share
|
108.0
|
112.6
|
112.6
|
Adjusted
earnings for the period
|
3.5
|
3.4
|
6.8
|
Dividends
paid
|
(3.5)
|
(3.4)
|
(6.7)
|
Revaluation of property portfolio and
profit on sales
|
(3.0)
|
(0.9)
|
(4.0)
|
PHP Axis
acquisition costs
|
-
|
(0.5)
|
(0.5)
|
Foreign
exchange and other movements
|
-
|
(0.1)
|
(0.2)
|
Closing Adjusted NTA per
share
|
105.0
|
111.1
|
108.0
|
Fixed
rate debt and swap mark-to-market value
|
9.4
|
12.6
|
8.2
|
Convertible bond fair value adjustment
|
0.2
|
0.4
|
(0.4)
|
Deferred
tax
|
(0.3)
|
0.1
|
0.1
|
Intangible assets
|
0.4
|
0.5
|
0.5
|
Closing EPRA NDV per
share
|
114.7
|
124.7
|
116.4
|
|
|
|
|
|
Financing
In the period, the Group has addressed the
refinancing risk of the debt maturities falling due in 2025 by
agreeing terms or is in advanced discussions to extend and increase
the amount of three revolving credit facilities with Barclays,
Lloyds and Santander totaling £320 million. The new facilities
provide the Group with sufficient headroom to repay both the £150
million convertible bond and £70 million variable rate bonds at or
ahead of maturity in 2025. Once the new facilities have been
completed in the second half of the year the next significant
refinancings fall due in 2027.
The Group's balance sheet and financing position
remains strong with cash and committed undrawn facilities totalling
£307.8 million (31 December 2023: £321.2 million) after contracted
capital commitments of £10.3 million (31 December 2023: £14.6
million).
At 30 June 2024, total available loan facilities
were £1,636.6 million (31 December 2023: £1,642.5 million) of which
£1,322.6 million (31 December 2023: £1,309.9 million) had been
drawn. Cash balances of £4.1 million (31 December 2023: £3.2
million) resulted in Group net debt of £1,318.5 million (31
December 2023: £1,306.7 million). Contracted capital commitments at
the balance sheet date totalled £10.3 million (31 December 2023:
£14.6 million) and comprise asset
management projects of £7.0 million and development expenditure
across two schemes of £3.3 million.
The Group's key debt metrics are summarised in
the table below:
Debt
metrics
|
30 June 2024
|
31 December 2023
|
Average
cost of debt - drawn
|
3.3%
|
3.3%
|
Average
cost of debt - fully drawn
|
4.1%
|
4.1%
|
Loan to
value
|
48.0%
|
47.0%
|
Loan to
value - excluding convertible bond
|
42.5%
|
41.6%
|
Total net
debt fixed or hedged
|
95.7%
|
97.2%
|
Net
rental income to net interest cover
|
3.1 times
|
3.1 times
|
Net debt
/ EBITDA (annualised)
|
9.3 times
|
9.4 times
|
Weighted
average debt maturity - drawn facilities
|
6.0 years
|
6.6 years
|
Weighted
average debt maturity - all facilities
|
5.2 years
|
5.7 years
|
Total
drawn secured debt
|
£1,172.6m
|
£1,159.9m
|
Total
drawn unsecured debt
|
£150.0m
|
£150.0m
|
Total
undrawn facilities and cash available to the
Group1
|
£307.8m
|
£321.2m
|
Unfettered assets
|
£46.6m
|
£37.0m
|
1 Pro-forma after deducting capital
commitments.
Average cost of debt
The Group's average cost of debt
has remained unchanged at 3.3% (31 December 2023: 3.3%) reflecting
the protection from the proportion of the Group's net debt that is
either fixed or hedged at 95.7% (31 December 2023:
97.2%).
Assuming the refinancings noted
above were refinanced then the Group's average cost of debt is
expected to increase by around 20 bps to 3.5% in 2025.
Interest rate exposure
The analysis of the Group's exposure to interest
rate risk in its debt portfolio as at 30 June 2024 is as
follows:
|
Facilities
|
|
Drawn
|
|
|
£
million
|
%
|
£
million
|
%
|
Fixed
rate debt
|
1,111.6
|
67.9
|
1,111.6
|
84.3
|
Hedged by
fixed rate interest rate swaps
|
100.0
|
6.1
|
100.0
|
7.6
|
Hedged by
fixed to floating rate interest rate swaps
|
(200.0)
|
(12.2)
|
(200.0)
|
(15.2)
|
Total
fixed rate debt
|
1,011.6
|
61.8
|
1,011.6
|
76.7
|
Hedged by
interest rate caps
|
250.8
|
15.3
|
250.8
|
19.0
|
Floating
rate debt - unhedged
|
374.2
|
22.9
|
56.1
|
4.3
|
Total
|
1,636.6
|
100.0
|
1,318.5
|
100.0
|
|
|
|
|
|
|
|
|
Interest rate derivative
contracts
During the period the Group did not enter into
any new fixed rate debt or hedging arrangements.
Accounting standards require PHP to mark its
interest rate derivatives to market at each balance sheet date.
During the six months to 30 June 2024 there was a decrease of £2.0
million (30 June 2023: increase of £2.1 million) on the fair
value movement of the Group's interest rate derivatives due
primarily due to effluxion of time along with increases in interest
rates assumed in the forward yield curves used to value the
interest rate swaps. The net mark-to-market ("MtM") asset value of
the interest rate derivatives is £2.7 million (31 December 2023:
asset £4.7 million).
Currency exposure
The Group owns €288.4 million or £244.4 million (31
December 2023: €282.2 million / £244.6 million) of Euro denominated
assets in Ireland as at 30 June 2024 and the value of these assets
and rental income represented 9% (31 December 2023: 9%) of the
Group's total portfolio. In order to hedge the risk associated with
exchange rates, the Group has chosen to fund its investment in
Irish assets through the use of Euro denominated debt, providing a
natural asset to liability hedge, within the overall Group loan to
value limits set by the Board. At 30 June 2024, the Group had
€278.0 million (31 December 2023: €281.0 million) of drawn euro
denominated debt.
Euro rental receipts are used to
first finance Euro interest and administrative costs and surpluses
are used to fund further portfolio expansion. Given the large Euro
to Sterling fluctuations seen in recent years and continued
uncertainty in the interest rate market the Group has a nil-cost FX
collar hedge (between €1.1675 and €1.1022: £1) maturing in July
2024 to cover the approximate Euro denominated net annual income of
€10 million per annum, minimising the downside risk of the Euro
gaining in value above €1.1675: £1. The Group expects to renew
these hedging arrangements in Q3 2024.
Fixed rate debt mark-to-market ("MtM")
The MtM of the Group's fixed rate debt as at 30 June
2024 was an asset of £125.1 million (31 December 2023: asset £106.2
million) equivalent to 9.4 pence per share (31 December 2023: asset
of 7.9 pence per share). The movement in the period is due
primarily to movements in interest rates assumed in the forward
yield curves used to value the debt along with the effluxion of
time. The MtM valuation is sensitive to movements in interest rates
assumed in forward yield curves.
Convertible bonds
The Group currently has an
unsecured convertible bond with a nominal value of £150 million and
a fixed coupon of 2.875% per annum that matures in July 2025. The
convertible bond has a current exchange price of 127.82 pence per
Ordinary Share and based on the share price of 93.5 pence, as at 23
July 2024, conversion of the existing bond into new Ordinary Shares
is not expected to happen. Consequently, the Group continues to
consider options to refinance the existing bond including repayment
at maturity from the Group's existing undrawn loan facilities
totalling £307.8 million.
Alternative Performance Measures ("APMs")
PHP uses Adjusted earnings and adjusted net tangible
assets amongst other APMs to highlight the recurring performance of
the property portfolio and business. The APMs are in addition to
the statutory measures from the condensed financial statements. The
measures are defined and reconciled to amounts presented in the
financial statements within this interim statement at note
7. The Company has used EPRA earnings and EPRA
net tangible assets to measure performance and will continue to do
so. However, these APMs have also been adjusted to remove the
impact of the adjustments arising from the MtM on fixed debt
acquired on completion of the merger with MedicX in 2019. The
reasons for the Company's use of these APMs are set out in the
Glossary and 2023 Annual Report.
Related party transactions
Related party transactions are disclosed in note 16
to the condensed financial statements.
Mark
Davies
Richard Howell
Chief Executive Officer
Chief Financial Officer
23 July 2024
Principal risks and uncertainties Risk management
overview
Effective risk management is a key element of the
Board's operational processes. Risk is inherent in any business,
and the Board has determined the Group's risk appetite, which is
reviewed on an annual basis. Group operations have been structured
in order to accept risks within the Group's overall risk appetite,
and to oversee the management of these risks to minimise exposure
and optimise the returns generated for the accepted risk. The Group
aims to operate in a low-risk environment, appropriate for its
strategic objective of generating progressive returns for
shareholders. Key elements of maintaining this low-risk approach
are:
·
investment focuses on the primary health real
estate sector which is traditionally much less cyclical than other
real estate sectors;
·
the majority of the Group's rental income is
received directly or indirectly from government bodies in the UK
and Ireland;
·
the Group benefits from long initial lease terms,
largely with upwards-only review terms, providing clear visibility
of income;
·
debt funding is procured from a range of
providers, maintaining a spread of maturities and a mix of terms,
with interest costs either fixed or hedged across the majority of
debt drawn;
·
the Board funds its operations to maintain an
appropriate mix of debt and equity; and
·
the Group has a very small (£3.3m) exposure as a
direct developer of real estate, which means that the Group is not
materially exposed to risks that are inherent in property
development.
The structure of the Group's operations includes
rigorous, regular review of risks and how these are mitigated and
managed across all areas of the Group's activities. The Group faces
a variety of risks that have the potential to impact on its
performance, position and its longer-term viability. These include
external factors that may arise from the markets in which the Group
operates, government and fiscal policy, general economic conditions
including interest rates and inflation together with internal risks
that arise from how the Group is managed and chooses to structure
its operations.
Principal risks and changes in risk factors
The Board has concluded that there should be no
further principal risks to be presented in the 2024 Interim Results
Announcement, and that the principal risks presented in the 2023
Annual Report remain relevant for this period.
Monitoring of identified and emerging risks
The Board has continued to undertake a robust
assessment of identified, emerging and increasing risks and their
potential impact on the Group. The way we have addressed the
challenges of the last few years has demonstrated the resilience of
the Group's business model and our robust risk management approach
to protect our business through periods of uncertainty and adapt to
a rapidly changing environment.
Since the release of our 2023 full-year results,
global economic uncertainty has continued to persist and remains
volatile and uncertain. Within the UK, one of the main challenge
facing the economy has been continued elevated interest rates which
have remained at levels higher than expected at the start of the
year notwithstanding inflation in the UK having fallen to levels
broadly in line with the long-term target rate of 2% per annum.
The ongoing adverse impact of higher interest rates on our
business includes reduced demand for our assets impacting property
values in the investment market, the ability for us to continue to
execute our acquisition and development strategy and increased
financing costs, which could impact our rental income and earnings.
The Board and key Committees have continued to oversee the Group's
response to the impact of these challenges on our business and the
wider economic influences throughout the period.
Going concern analysis
The Group's financial review and budgetary processes
are based on an integrated model that projects performance, cash
flows, position and other key performance indicators including
earnings per share, leverage rates, net asset values per share and
REIT compliance over the review period. In addition, the forecast
model looks at the funding of the Group's activities and its
compliance with the financial covenant requirements of its debt
facilities. The model uses a number of key parameters in generating
its forecasts that reflect the Group's strategy, operating
processes and the Board's expectation of market developments in the
review period. In undertaking its financial review, these
parameters have been flexed to reflect severe, but realistic,
scenarios both individually and collectively. Sensitivities applied
are derived from the principal risks faced by the Group that could
affect solvency or liquidity and are as follows:
·
Declining attractiveness / possible obsolescence
of the Group's assets as a result of ESG initiatives or otherwise
or deteriorating economic circumstances impact investment values -
valuation parameter stress tested to provide for a one-off 10%/£275
million fall in the December 2024 valuation.
·
We have applied a 15% tenant default
rate.
·
Rental growth rate assumptions have been amended
to see no further uplifts on open market reviews.
·
Variable rate interest rates rise by an immediate
2% effective from 1 July 2024, impacting the variable interest debt
in the portfolio.
·
Tightly controlled NHS scheme approval restricts
investment opportunity - investment quantum flexed to remove
non-committed transactions.
·
Impact on shareholder returns of all of the above
occurrences - projected dividend payments held at expected 2024
level, 6.9 pence per share.
Several specific assumptions have been made that
overlay the financial parameters used in the Group's models.
We have assumed the £150m convertible, that matures in July
2025, will be repaid at expiry from existing headroom within the
Group's revolving credit facilities given the current depressed
share price is currently restricting the Group's ability to
refinance the convertible bond on sensible commercial
terms.
Further details on going concern are set out in note
1 to the Financial Statements.
INDEPENDENT REVIEW REPORT TO PRIMARY HEALTH PROPERTIES
PLC
Conclusion
We have been engaged by the
company to review the condensed set of financial statements in the
half-yearly financial report for the six months ended 30 June 2024
which comprises the condensed group statement of comprehensive
income, the condensed group balance sheet, the condensed group
statement of changes in equity, the condensed group cash flow
statement and related notes 1 to 19.
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of financial statements in the half-yearly financial report for
the six months ended 30 June 2024 is not prepared, in all material
respects, in accordance with United Kingdom adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency
Rules of the United Kingdom's Financial Conduct
Authority.
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" issued by the Financial
Reporting Council for use in the United Kingdom (ISRE (UK) 2410). A
review of interim financial information consists of making
inquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and 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.
As disclosed in note 1, the annual
financial statements of the group are prepared in accordance with
United Kingdom adopted international accounting standards. The
condensed set of financial statements included in this half-yearly
financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34, "Interim
Financial Reporting".
Conclusion 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 to suggest 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 are not 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 entity to cease
to continue as a going concern.
Responsibilities of the directors
The directors are responsible for
preparing the half-yearly financial report in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
In preparing the half-yearly
financial report, 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 company or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the review of the financial
information
In reviewing the half-yearly
financial report, we are responsible for expressing to the company
a conclusion on the condensed set of financial statements in the
half-yearly financial report. Our Conclusion, including our
Conclusion Relating to Going Concern, are based on procedures that
are less extensive than audit procedures, as described in the Basis
for Conclusion paragraph of this report.
Use of our report
This report is made solely to the
company in accordance with ISRE (UK) 2410. Our work has been
undertaken so that we might state to the company those matters we
are required to state to it in an independent review 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 formed.
Deloitte LLP
Statutory Auditor
London, United Kingdom
23 July 2024
Condensed Group Statement of Comprehensive
Income
For the six months ended 30 June 2024
|
|
Six months
ended 30 June
2024
|
Six months
ended 30
June
2023
|
Year ended
31 December
2023
|
|
|
£m
|
£m
|
£m
|
|
Notes
|
(unaudited)
|
(unaudited)
|
(audited)
|
Rental and related income
|
2
|
91.9
|
83.9
|
169.8
|
Direct
property expenses
|
|
(14.6)
|
(7.9)
|
(18.8)
|
Net rental
and related income
|
|
77.3
|
76.0
|
151.0
|
Administrative expenses
|
|
(6.3)
|
(6.1)
|
(12.3)
|
Amortisation of intangible assets
|
|
(0.5)
|
(0.4)
|
(0.9)
|
Axis
acquisition costs and JSE listing
fees
|
|
-
|
(0.2)
|
(0.5)
|
Total
administrative expenses
|
3
|
(6.8)
|
(6.7)
|
(13.7)
|
|
|
|
|
|
Revaluation (deficit)/ gain on
property portfolio
|
9
|
(40.0)
|
(11.9)
|
(53.0)
|
Profit on
sale of land and properties
|
|
-
|
-
|
-
|
Total
revaluation (deficit)/ gain
|
|
(40.0)
|
(11.9)
|
(53.0)
|
|
|
|
|
|
Operating profit
|
3
|
30.5
|
57.4
|
84.3
|
Finance
income
|
4
|
-
|
-
|
0.2
|
Finance
costs
|
5
|
(23.2)
|
(22.5)
|
(45.2)
|
Fair
value loss on derivative interest rate swaps and
amortisation of cash flow hedging reserve
|
5
|
(3.3)
|
(1.7)
|
(8.4)
|
Fair
value gain/(loss) on convertible bond
|
5
|
0.5
|
5.6
|
(4.8)
|
Profit before taxation
|
|
4.5
|
38.8
|
26.1
|
Taxation
(charge)/credit
|
6
|
(0.9)
|
0.7
|
1.2
|
Profit after taxation for
the period/year1
|
|
3.6
|
39.5
|
27.3
|
Other comprehensive
income:
|
|
|
|
|
Items that may be
reclassified subsequently to profit and loss:
|
Fair
value gain on interest rate swaps treated as cash flow hedges and
amortisation of hedging reserve
|
|
1.3
|
1.9
|
4.1
|
Exchange
gain /(loss) on translation of foreign balances
|
|
0.1
|
(0.1)
|
(0.3)
|
Other
comprehensive income
for the
period net
of
tax1
|
|
1.4
|
1.8
|
3.8
|
Total comprehensive income
for the period net of tax1
|
|
5.0
|
41.3
|
31.1
|
IFRS earnings per
share
|
|
|
|
|
Basic
|
7
|
0.3p
|
3.0p
|
2.0p
|
Diluted
|
7
|
0.3p
|
2.5p
|
2.0p
|
Adjusted earnings per
share2
|
|
|
|
|
Basic
|
7
|
3.5p
|
3.4p
|
6.8p
|
Diluted
|
7
|
3.3p
|
3.3p
|
6.6p
|
1 Wholly attributable to equity shareholders of Primary Health
Properties PLC
2 See Glossary of Terms on pages 53 to
55.
The above relates wholly to
continuing operations.
Condensed Group Balance Sheet As at 30 June
2024
|
|
30 June
2024
|
30 June
2023
|
31 December
2023
|
|
|
£m
|
£m
|
£m
|
|
Notes
|
(unaudited)
|
(unaudited)
|
(audited)
|
Non-current assets
|
|
|
|
|
Investment properties
|
9
|
2,749.5
|
2,783.4
|
2,779.3
|
Derivative interest rate swaps
|
14
|
0.9
|
22.6
|
0.9
|
Intangible assets
|
|
5.8
|
6.6
|
6.2
|
Property,
plant & equipment
|
|
0.5
|
0.6
|
0.5
|
|
|
2,756.7
|
2,813.2
|
2,786.9
|
Current assets
|
|
|
|
|
Trade and
other receivables
|
|
27.4
|
22.6
|
24.9
|
Cash and
cash equivalents
|
10
|
4.1
|
2.4
|
3.2
|
Derivative interest rate swaps
|
14
|
5.2
|
-
|
10.5
|
Development work in progress
|
|
0.8
|
1.4
|
1.4
|
|
|
37.5
|
26.4
|
40.0
|
Total assets
|
|
2,794.2
|
2,839.6
|
2,826.9
|
Current liabilities
|
|
|
|
|
Deferred
rental income
|
|
(31.2)
|
(30.3)
|
(30.4)
|
Trade and
other payables
|
|
(30.4)
|
(34.1)
|
(31.7)
|
Borrowings: term loans and overdraft
|
11
|
(2.5)
|
(2.3)
|
(2.4)
|
Derivative interest rate swaps
|
14
|
(3.4)
|
-
|
(6.7)
|
|
|
(67.5)
|
(66.7)
|
(71.2)
|
Non-current liabilities
|
|
|
|
|
Borrowings: term loans and overdraft
|
11
|
(681.2)
|
(669.5)
|
(664.5)
|
Borrowings: bonds
|
12
|
(651.2)
|
(603.8)
|
(656.4)
|
Derivative interest rate swaps
|
14
|
-
|
(13.4)
|
-
|
Head
lease liabilities
|
13
|
(3.0)
|
(3.0)
|
(3.0)
|
Trade and
other payables
|
|
(4.1)
|
-
|
(4.1)
|
Deferred
tax liability
|
|
(4.1)
|
(4.5)
|
(3.8)
|
|
|
(1,343.6)
|
(1,294.2)
|
(1,331.8)
|
Total liabilities
|
|
(1,411.1)
|
(1,360.9)
|
(1,403.0)
|
Net assets
|
|
1,383.1
|
1,478.7
|
1,423.9
|
Equity
|
|
|
|
|
Share
capital
|
17
|
167.1
|
167.1
|
167.1
|
Share
premium account
|
|
479.4
|
479.4
|
479.4
|
Merger
and other reserves
|
18
|
415.4
|
416.6
|
415.3
|
Hedging
reserve
|
|
(5.7)
|
(9.2)
|
(7.0)
|
Retained
earnings
|
|
326.9
|
424.8
|
369.1
|
Total equity1
|
|
1,383.1
|
1,478.7
|
1,423.9
|
Basic net asset value per
share
|
|
|
|
|
IFRS net
assets - basic
|
7
|
103.5
|
110.6
|
106.5p
|
IFRS net
assets - diluted
|
7
|
105.6
|
112.7
|
108.5p
|
Adjusted
net tangible assets2 - basic
|
7
|
105.0
|
111.1
|
108.0p
|
Adjusted
net tangible assets2 - diluted
|
7
|
107.0
|
113.1
|
109.8p
|
1 Wholly attributable to equity shareholders of Primary Health
Properties PLC.
2 See Glossary of Terms on pages 53 to 55.
Condensed Group
Cash Flow Statement For the six months ended 30 June
2024
|
|
Six months ended 30 June
2024
|
Six
months ended 30 June 2023
|
Year
ended 31 December 2023
|
|
|
£m
|
£m
|
£m
|
|
Notes
|
(unaudited)
|
(unaudited)
|
(audited)
|
Operating activities
|
|
|
|
|
Profit on
ordinary activities after tax
|
|
3.6
|
39.5
|
27.3
|
Taxation
(credit) / charge
|
6
|
0.9
|
(0.7)
|
(1.2)
|
Finance
income
|
4
|
-
|
-
|
(0.2)
|
Finance
costs
|
5
|
23.2
|
22.5
|
45.2
|
Fair
value loss on derivatives and amortisation of hedging
reserve
|
|
3.3
|
1.7
|
8.4
|
Fair
value gain on convertible bond
|
|
(0.5)
|
(5.6)
|
4.8
|
Operating
profit before financing costs
|
|
30.5
|
57.4
|
84.3
|
Adjustments to reconcile
Group operating profit to net cash flows from operating
activities:
|
|
|
|
|
Revaluation deficit / (gain) on
property portfolio
|
9
|
40.0
|
11.9
|
53.0
|
Axis
acquisition costs and JSE listings fees
|
|
-
|
-
|
0.5
|
Amortisation of intangible assets
|
|
0.5
|
0.4
|
0.9
|
Effect of
exchange rate fluctuations on operations
|
|
-
|
(0.1)
|
-
|
Fixed
rent uplift
|
|
(0.3)
|
(0.4)
|
(0.7)
|
Tax
(paid) / received
|
|
(0.2)
|
(0.1)
|
(0.3)
|
(Increase) / decrease in trade and other receivables
|
|
(2.7)
|
(4.5)
|
(7.1)
|
(Decrease) / increase in trade and other payables
|
|
(0.4)
|
1.7
|
3.0
|
Cash generated from
operations
|
|
67.4
|
66.3
|
133.6
|
Net cash flow from operating
activities
|
|
67.4
|
66.3
|
133.6
|
Investing activities
|
|
|
|
|
Payments
to acquire and improve properties and fixed assets
|
|
(14.8)
|
(5.6)
|
(39.5)
|
Cash paid
for acquisition of Axis
|
|
-
|
(5.2)
|
(5.1)
|
Net cash flow used in
investing activities
|
|
(14.8)
|
(10.8)
|
(44.6)
|
Financing activities
|
|
|
|
|
Term bank
loan drawdowns
|
|
64.5
|
126.8
|
282.4
|
Term bank
loan repayments
|
|
(46.4)
|
(138.7)
|
(300.0)
|
Proceeds
from bond issue
|
|
-
|
-
|
41.2
|
Loan
arrangement fees
|
|
(0.8)
|
(0.9)
|
(1.8)
|
Premium
paid on derivatives financial instruments
|
|
-
|
(1.9)
|
(1.9)
|
Non-utilisation fees
|
|
(1.1)
|
(1.1)
|
(2.2)
|
Interest
paid
|
|
(24.6)
|
(22.8)
|
(47.0)
|
Swap
interest received
|
|
2.8
|
1.4
|
3.9
|
Equity
dividends paid net of scrip dividend
|
8
|
(46.1)
|
(44.8)
|
(89.5)
|
Net cash flow used in
financing activities
|
|
(51.7)
|
(82.0)
|
(114.9)
|
Increase/(decrease) in cash
and cash equivalents
|
|
0.9
|
(26.5)
|
(25.9)
|
Effect of
exchange rate fluctuations on Euro denominated loans and cash
equivalents
|
|
-
|
(0.2)
|
-
|
Cash and
cash equivalents at start of period /
year
|
|
3.2
|
29.1
|
29.1
|
Cash and cash equivalents at
end of period / year
|
10
|
4.1
|
2.4
|
3.2
|
Condensed Group Statement of Changes in Equity For
the six months ended 30 June 2024 (unaudited)
Six months ended 30
June 2024 (unaudited)
|
Share capital
|
Share premium
|
Merger &
other
reserves
|
Hedging reserve
|
Retained earnings
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
1 January 2024
|
167.1
|
479.4
|
415.3
|
(7.0)
|
369.1
|
1,423.9
|
Profit
for the period
|
-
|
-
|
-
|
-
|
3.6
|
3.6
|
Other comprehensive
income
|
|
|
|
|
|
|
Exchange
gain/(loss) on translation of foreign balances
|
-
|
-
|
0.1
|
-
|
-
|
0.1
|
Amortisation of hedging reserve
|
-
|
-
|
-
|
1.3
|
-
|
1.3
|
Total comprehensive
income
|
-
|
-
|
0.1
|
1.3
|
3.6
|
5.0
|
Shares
based awards (LTIP)
|
-
|
-
|
-
|
-
|
0.3
|
0.3
|
Dividends
paid
|
-
|
-
|
-
|
-
|
(46.1)
|
(46.1)
|
30 June 2024
|
167.1
|
479.4
|
415.4
|
(5.7)
|
326.9
|
1,383.1
|
Six months ended 30
June 2023 (unaudited)
|
Share capital
|
Share premium
|
Merger &
other
reserves
|
Hedging reserve
|
Retained earnings
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
1 January 2023
|
167.1
|
479.4
|
416.7
|
(11.1)
|
430.1
|
1,482.2
|
Profit
for the period
|
-
|
-
|
-
|
-
|
39.5
|
39.5
|
Other comprehensive
income
|
|
|
|
|
|
|
Exchange
gain/(loss) on translation of foreign balances
|
-
|
-
|
(0.1)
|
-
|
-
|
(0.1)
|
Amortisation of hedging reserve
|
-
|
-
|
-
|
1.9
|
-
|
1.9
|
Total comprehensive
income
|
-
|
-
|
(0.1)
|
1.9
|
39.5
|
41.3
|
Shares
based awards (LTIP)
|
-
|
-
|
-
|
-
|
-
|
-
|
Dividends
paid
|
-
|
-
|
-
|
-
|
(44.8)
|
(44.8)
|
30 June 2023
|
167.1
|
479.4
|
416.6
|
(9.2)
|
424.8
|
1,478.7
|
|
|
|
|
|
|
|
Condensed Group Statement of Changes in Equity (continued)
Year ended 31
December 2023 (audited)
|
Share capital
|
Share premium
|
Merger &
other
reserves
|
Hedging reserve
|
Retained earnings
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
1 January 2023
|
167.1
|
479.4
|
416.7
|
(11.1)
|
430.1
|
1,482.2
|
Profit
for the year
|
-
|
-
|
-
|
-
|
27.3
|
27.3
|
Other comprehensive
income
|
|
|
|
|
|
|
Exchange
gain/(loss) on translation of foreign balances
|
-
|
-
|
(1.4)
|
-
|
1.1
|
(0.3)
|
Amortisation of hedging
reserve
|
-
|
-
|
-
|
4.1
|
-
|
4.1
|
Total comprehensive
income
|
-
|
-
|
(1.4)
|
4.1
|
28.4
|
31.1
|
Share
issue expenses
|
-
|
-
|
-
|
-
|
-
|
-
|
Share-based awards ("LTIP")
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
Dividends
paid
|
-
|
-
|
-
|
-
|
(89.5)
|
(89.5)
|
31 December 2023
|
167.1
|
479.4
|
415.3
|
(7.0)
|
369.1
|
1,423.9
|
Notes to the condensed financial statements
1.
Accounting
policies General information
The financial information set out in this report
does not constitute statutory accounts as defined in Section 434 of
the Companies Act 2006. The Group's statutory financial statements
for the year ended 31 December 2023 have been filed with the
Registrar of Companies. The Auditor's Report on these condensed
consolidated interim financial statements was unqualified and did
not contain a statement under Sections 498(2) or 498(3) of the
Companies Act 2006.
The condensed consolidated interim financial
statements of the Group are unaudited but have been formally
reviewed by the auditor and its report to the Company is included
on pages 23 to 24. These condensed consolidated
interim financial statements of the Group for the six months ended
30 June 2024 were approved and authorised for issue by the Board on
23 July 2024.
Basis of preparation/statement of compliance
The condensed consolidated interim financial
statements for the six months ended 30 June 2024 have been prepared
in accordance with IAS 34 'Interim Financial Reporting'. The annual
financial statements of the Group will be prepared in accordance
with United Kingdom adopted international accounting standards.
The condensed consolidated interim financial
statements do not include all the information and disclosures
required in the statutory financial statements and should be read
in conjunction with the Group's financial statements as at 31
December 2023.
Convention
The condensed interim financial statements are
presented in Sterling, rounded to the nearest million.
Segmental reporting
The Directors are of the opinion that the Group
currently has one operating and reportable segment, being the
acquisition and development of property in the United Kingdom and
Ireland leased principally to GPs, Government and Healthcare
organisations and other associated healthcare users.
Going concern
The directors are required to assess the Group's
ability to continue as a going concern for a period of at least the
next 12 months. In assessing the appropriateness of the going
concern basis used in preparing the interim report, the directors
have performed a review of the Group's financial performance and
position, continued access to borrowing facilities and the ability
to continue to operate the Group's facilities within its financial
covenants, as well the Group's budgetary model.
Notes to the condensed financial statements
(continued) Going concern (continued)
The Group's financial review and budgetary processes
are based on an integrated model that projects performance, cash
flows, position and other key performance indicators including
earnings per share, leverage rates, net asset values per share and
REIT compliance over the review period. In addition, the forecast
model looks at the funding of the Group's activities and its
compliance with the financial covenant requirements of its debt
facilities. The model uses a number of key parameters in generating
its forecasts that reflect the Group's strategy, operating
processes and the Board's expectation of market developments in the
review period. In undertaking its financial review, these
parameters have been flexed to reflect severe, but realistic,
scenarios both individually and collectively. Sensitivities applied
are derived from the principal risks faced by the Group that could
affect solvency or liquidity and are as follows:
·
Declining attractiveness / possible obsolescence
of the Group's assets as a result of ESG initiatives or otherwise,
or deteriorating economic circumstances impacts investment values -
valuation parameter stress tested to provide for a one-off
10%/£275m fall in December 2023 valuations.
·
We have applied a 15% tenant default
rate.
·
Rental growth rate assumptions have been amended
to see no further uplifts on open market reviews.
·
Variable rate interest rates rise by an immediate
2% effective from 1 July 2024, impacting the variable interest debt
in the portfolio.
·
Tightly controlled NHS scheme approval restricts
investment opportunity - investment quantum flexed to remove
non-committed transactions.
·
Impact on shareholder returns of all of the above
occurrences - projected dividend payments held at expected 2024
level, 6.9p per share.
The Group's property portfolio is let on long leases
to tenants with strong covenants and the business is substantially
cash generative. The Group's loan to-value ratio at 30 June 2024
was 48.0% (30 June 2023: 45.6%) and the Group's interest cover for
the period under review was 3.1 times (30 June 2023: 3.1), well
above the minimum Group banking covenant of 1.3 times (30 June 2023: 1.3).
Several specific assumptions have been made that
overlay the financial parameters used in the Group's models.
We have assumed the £150m convertible, that matures in July
2025, will be repaid at expiry from existing headroom within the
Group's revolving credit facilities given the current depressed
share price is currently restricting the Group's ability to
refinance the convertible bond on sensible commercial
terms.
The Board has continued to undertake a robust
assessment of emerging and increasing risks faced by the Group.
Since the release of our 2023 full-year results,
global economic uncertainty has continued to persist and remains
volatile and uncertain, compounded with an ever changing global
political landscape and most importantly in the UK with a new
Labour government. Whilst we welcome the new Labour government's
commitment to the NHS, together with its pledge to increase NHS
funding to pay for reform of primary care facilities, within the
UK, one of the main challenges facing the economy has been
continued elevated interest rates, notwithstanding inflation in the
UK having fallen to levels broadly in line with the long-term
target rate of 2% per annum. The ongoing adverse impact of
higher interest rates on our business includes reduced demand for
our assets impacting property values in the investment market, the
ability for us to
Notes to the condensed financial statements
(continued) Going concern (continued)
continue to execute our acquisition and development
strategy and increased financing costs, which could impact our
rental income and earnings. The Board and key Committees have
continued to oversee the Group's response to the impact of these
challenges on our business and the wider economic influences to
deliver robust operational and financial performance throughout the
period and look forward to the rest of 2024 with confidence. Taking
these and others factors into account, the Directors are satisfied
that the Group has sufficient resources to continue in operation
for a period of not less than twelve months from the date of this
report. Accordingly, they continue to adopt the going concern basis
in preparing the condensed consolidated interim financial
statements.
Accounting policies
The accounting policies adopted are consistent with
those of the previous financial year as set out in the Annual
Report. There has not been any new accounting policy adopted during
the period.
2.
Rental and related income
Revenue comprises rental income receivable on
property investments in the UK and Ireland, which is exclusive of
VAT, plus facilities and properties management income. Revenue is
derived from one reportable operating segment.
3.
Operating profit
Operating profit is stated after charging
administrative expense of £6.3m and amortisation of intangible
assets of £0.5m. Administrative expenses as a proportion of rental
and related income were 6.9% (30 June 2023: 7.3%). The Group's EPRA
cost ratio has increased to 10.9%, compared to 10.1% for the same
period in 2023.
Administrative expenses include staff costs of £3.8m
(30 June 2023: £3.4m).
In 2023 PHP acquired Axis, an Irish property
management business. In the period Axis contributed £7.0m (30 June
2023: £1.3m) of related income and incurred direct property
expenses of £5.9m (30 June 2023: £0.8m), contributing £1.1m (30
June 2023: £0.5m) of net related income. After the deduction of
£0.4m (30 June 2023: £0.2m) administrative expenses Axis generated
an operating profit of £0.7m (30 June 2023: £0.3m).
Notes to the condensed financial statements (continued)
4.
Finance
income
|
Six months
ended 30 June 2024
|
Six months
ended 30
June 2023
|
Year ended 31 December
2023
|
|
£m
|
£m
|
£m
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Interest income on financial
assets
|
|
|
|
Development loan interest
|
-
|
-
|
0.2
|
|
-
|
-
|
0.2
|
5.
Finance
costs
|
Six months
ended
30 June 2024
|
Six months
ended
30 June 2023
|
Year ended 31 December
2023
|
|
£m
|
£m
|
£m
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Interest expense and similar
charges on financial liabilities
|
|
|
|
(i) Interest
|
|
|
|
Bank loan
interest
|
14.0
|
13.4
|
27.4
|
Swap
interest
|
(2.8)
|
(1.8)
|
(4.6)
|
Bond
interest
|
11.1
|
9.8
|
20.0
|
Bank
facility non utilisation fees
|
1.1
|
1.1
|
2.2
|
Bank
charges and loan arrangement fees
|
1.6
|
1.6
|
3.3
|
|
25.0
|
24.1
|
48.3
|
Interest
capitalised
|
(0.3)
|
(0.1)
|
(0.1)
|
Amortisation of MedicX debt MtM at acquisition
|
(1.5)
|
(1.5)
|
(3.0)
|
|
23.2
|
22.5
|
45.2
|
|
Six months
ended 30 June 2024
|
Six months
ended 30
June 2023
|
Year ended 31 December
2023
|
|
£m
|
£m
|
£m
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
(ii) Derivatives
|
|
|
|
Net fair
value (gain)/loss on interest rate
swaps
|
2.0
|
(0.2)
|
4.3
|
Amortisation of cash flow hedging reserve
|
1.3
|
1.9
|
4.1
|
|
3.3
|
1.7
|
8.4
|
The fair value loss on derivatives recognised in the
Condensed Group Statement of Comprehensive Income has arisen from
the interest rate swaps for which hedge accounting does not
apply.
Notes to the condensed financial statements
(continued)
5.
Finance costs
(continued)
|
Six months
ended
30 June 2024
|
Six months
ended
30 June 2023
|
Year ended 31 December
2023
|
|
£m
|
£m
|
£m
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
(iii) Convertible
bond
|
|
|
|
Fair
value (gain)/loss on convertible
bond
|
(0.5)
|
(5.6)
|
4.8
|
|
(0.5)
|
(5.6)
|
4.8
|
The fair value movement in the convertible bonds is
recognised in the Group Statement of Comprehensive Income within
profit before taxation and is excluded from the calculation of EPRA
earnings and EPRA NTA (replacing EPRA NAV). Refer to note 12 for
further details about the convertible bonds.
|
Six months
ended
30 June 2024
|
Six months
ended
30 June 2023
|
Year ended 31 December
2023
|
|
£m
|
£m
|
£m
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Finance
income (Note 4)
|
-
|
-
|
0.2
|
Finance
costs (Note 5 (i))
|
(25.0)
|
(24.1)
|
(48.3)
|
|
(25.0)
|
(24.1)
|
(48.1)
|
Interest
capitalised
|
0.3
|
0.1
|
0.1
|
Amortisation of MedicX debt MtM on acquisition
|
1.5
|
1.5
|
3.0
|
Net
finance costs
|
(23.2)
|
(22.5)
|
(45.0)
|
Notes to the condensed financial statements
(continued)
6.
Taxation
The Group elected to be treated as a UK-REIT with
effect from 1 January 2007. The UK-REIT rules exempt the profits of
the Group's property rental business from corporation tax. Gains on
properties are also exempt from tax, provided they are not held for
trading or sold in the three years post completion of development.
The Group will otherwise be subject to corporation tax at 25%
(2023: 19%).
Acquired companies are effectively converted to
UK-REIT status from the date on which they become a member of the
Group.
As a UK-REIT, the Company is required to pay
Property Income Distributions ("PIDs") equal to at least 90% of the
Group's rental profit calculated by reference to tax rules rather
than accounting standards.
To remain as a UK-REIT there are a number of
conditions to be met in respect of the principal company of the
Group, the Group's qualifying activities and the balance of its
business. The Group remains compliant as at 30 June 2024.
The Group's activities in Ireland are conducted via
Irish companies or an Irish Collective Asset Vehicle ("ICAV"). The
Irish companies pay Irish Corporation Tax on trading activities and
deferred tax is calculated on the increase in capital values. The
ICAV does not pay any Irish Corporation Tax on its trading or
capital profits but a 20% withholding tax is paid on distributions
to owners.
|
Six months
ended 30 June 2024
|
Six months
ended 30
June 2023
|
Year ended 31 December
2023
|
|
£m
|
£m
|
£m
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Taxation in the Condensed
Group Statement of Comprehensive Income:
|
|
|
|
Current tax
|
|
|
|
UK
corporation tax charge on non-property income
|
-
|
-
|
-
|
Irish
corporation tax charge/(credit)
|
-
|
-
|
0.1
|
Deferred
tax on Irish activities
|
0.9
|
(0.7)
|
(1.3)
|
Taxation
charge/(credit) in the Condensed Group Statement of
Comprehensive Income
|
0.9
|
(0.7)
|
(1.2)
|
Notes to the condensed financial statements (continued)
7. Earnings per
share
Performance measures
In the tables below, we present earnings per share
and net assets per share calculated in accordance with IFRS,
together with our own adjusted measure and certain measures defined
by the European Public Real Estate Association ("EPRA"), which have
been included to assist comparison between European property
companies. Two of the Group's key financial performance measures
are Adjusted earnings per share and adjusted net tangible assets
per share.
Adjusted earnings, which is a tax adjusted measure
of revenue profit, is the basis for the calculation of Adjusted
earnings per share. We believe Adjusted earnings and Adjusted
earnings per share provide further insight into the results of the
Group's operational performance to stakeholders as they focus on
the net rental income performance of the business and exclude
capital and other items which can vary significantly from year to
year.
Earnings per share
30 June
2024
(unaudited)
|
|
|
30 June 2023
(unaudited)
|
|
|
|
IFRS
earnings
£m
|
Adjusted earnings
£m
|
EPRA
earnings
£m
|
|
IFRS
earnings
£m
|
Adjusted earnings
£m
|
EPRA
earnings
£m
|
Profit
after taxation
|
3.6
|
3.6
|
3.6
|
|
39.5
|
39.5
|
39.5
|
Adjustments to remove:
|
|
|
|
|
|
|
|
Revaluation deficit/ (gain) on
property portfolio
|
-
|
40.0
|
40.0
|
|
-
|
11.9
|
11.9
|
Fair
value movement on derivatives
|
-
|
3.3
|
3.3
|
|
-
|
1.7
|
1.7
|
Fair
value movement and issue costs on
convertible bond
|
-
|
(0.5)
|
(0.5)
|
|
-
|
(5.6)
|
(5.6)
|
Taxation
charge/ (credit)
|
-
|
0.9
|
0.9
|
|
-
|
(0.7)
|
(0.7)
|
Amortisation of intangible assets
|
|
0.5
|
0.5
|
|
|
0.4
|
0.4
|
Axis
acquisition costs
|
-
|
-
|
-
|
|
-
|
0.2
|
0.2
|
Amortisation of MtM loss on debt acquired
|
-
|
(1.5)
|
-
|
|
-
|
(1.5)
|
-
|
Basic
earnings
|
3.6
|
46.3
|
47.8
|
|
39.5
|
45.9
|
47.4
|
Dilutive
effect of convertible bond
|
-
|
2.2
|
2.2
|
|
(3.5)
|
2.1
|
2.1
|
Diluted
earnings
|
3.6
|
48.5
|
50.0
|
|
36.0
|
48.0
|
49.5
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares
|
million
|
million
|
million
|
|
million
|
million
|
million
|
Ordinary
Shares
|
1,336.5
|
1,336.5
|
1,336.5
|
|
1,336.5
|
1,336.5
|
1,336.5
|
Dilutive
effect of convertible bond
|
-
|
115.2
|
115.2
|
|
108.9
|
108.9
|
108.9
|
Diluted
Ordinary Shares
|
1,336.5
|
1,451.7
|
1,451.7
|
|
1,445.4
|
1,445.4
|
1,445.4
|
Profit per share attributable to shareholders:
|
IFRS
pence
|
Adjusted
pence
|
EPRA
pence
|
|
IFRS
pence
|
Adjusted
pence
|
EPRA
pence
|
Basic
|
0.3
|
3.5
|
3.6
|
|
3.0
|
3.4
|
3.5
|
Diluted
|
0.3
|
3.3
|
3.4
|
|
2.5
|
3.3
|
3.4
|
Notes to the condensed financial statements (continued)
7. Earnings per share
(continued)
Earnings
per share
31 December 2023
(audited)
|
|
IFRS
earnings
£m
|
Adjusted earnings
£m
|
EPRA
earnings
£m
|
Profit
after taxation
|
27.3
|
27.3
|
27.3
|
Adjustments to remove:
|
|
|
|
Revaluation deficit/ (gain) on property portfolio
|
-
|
53.0
|
53.0
|
Profit on
the sale of land
|
-
|
-
|
-
|
Fair
value movement on derivatives
|
-
|
8.4
|
8.4
|
Fair
value movement and issue costs on
convertible bond
|
-
|
4.8
|
4.8
|
Taxation
(credit)/ charge
|
-
|
(1.2)
|
(1.2)
|
JSE
listing fees
|
-
|
0.2
|
0.2
|
Amortisation of intangible assets
|
-
|
0.9
|
0.9
|
Axis
acquisition costs
|
-
|
0.3
|
0.3
|
Amortisation of MtM loss on debt
acquired
|
-
|
(3.0)
|
-
|
Basic
earnings
|
27.3
|
90.7
|
93.7
|
Dilutive
effect of convertible bond
|
-
|
4.3
|
4.3
|
Diluted
earnings
|
27.3
|
95.0
|
98.0
|
|
|
Number of shares
|
million
|
million
|
million
|
Ordinary
Shares
|
1,336.5
|
1,336.5
|
1,336.5
|
Dilutive
effect of convertible bond
|
-
|
113.9
|
113.9
|
Diluted
Ordinary Shares
|
1,336.5
|
1,450.4
|
1,450.4
|
Profit per share attributable to shareholders:
|
IFRS
pence
|
Adjusted
pence
|
EPRA
pence
|
Basic
|
2.0
|
6.8
|
7.0
|
Diluted
|
2.0
|
6.6
|
6.8
|
In the period ended 30 June 2024 and
year ended 31 December 2023 the effect of the convertible bond had
been excluded from the diluted profit and weighted average diluted
number of shares when calculating IFRS diluted profit per share
because they are anti-dilutive.
Notes to the condensed financial statements (continued)
7. Earnings per share
(continued)
Net assets per share
30 June 2024
(unaudited)
|
|
30 June 2023
(unaudited)
|
|
IFRS
£m
|
Adjusted
£m
|
EPRA
£m
|
|
IFRS
£m
|
Adjusted
£m
|
EPRA
£m
|
Net
assets attributable to shareholders
|
1,383.1
|
1,383.1
|
1,383.1
|
|
1,478.7
|
1,478.7
|
1,478.7
|
Derivative interest rate swaps liability
|
-
|
(2.7)
|
(2.7)
|
|
-
|
(9.2)
|
(9.2)
|
Deferred
tax
|
-
|
4.1
|
4.1
|
|
-
|
4.5
|
4.5
|
Intangible assets
|
-
|
(5.8)
|
(5.8)
|
|
-
|
(6.6)
|
(6.6)
|
Cumulative convertible bond fair value
movement
|
-
|
(2.8)
|
(2.8)
|
|
-
|
(12.7)
|
(12.7)
|
MtM on
MedicX loans net of
amortisation
|
-
|
27.0
|
-
|
|
-
|
30.0
|
-
|
Net
tangible assets ("NTA")
|
1,383.1
|
1,402.9
|
1,375.9
|
|
1,478.7
|
1,484.7
|
1,454.7
|
Intangible assets
|
-
|
-
|
5.8
|
|
-
|
-
|
6.6
|
Real
estate transfer taxes
|
-
|
-
|
177.9
|
|
-
|
-
|
194.4
|
Net
reinstatement value ("NRV")
|
1,383.1
|
1,402.9
|
1,559.6
|
|
1,478.7
|
1,484.7
|
1,655.7
|
Fixed
rate debt and swap mark-to-
market
value
|
-
|
-
|
152.0
|
|
-
|
-
|
197.5
|
Deferred
tax
|
-
|
-
|
(4.1)
|
|
-
|
-
|
(4.5)
|
Cumulative convertible bond fair value
movement
|
-
|
-
|
2.8
|
|
-
|
-
|
12.7
|
Real
estate transfer taxes
|
-
|
-
|
(177.9)
|
|
-
|
-
|
(194.4)
|
Net
disposal value ("NDV")
|
1,383.1
|
1,402.9
|
1,532.4
|
|
1,478.7
|
1,484.7
|
1,667.0
|
Number of shares
|
million
|
million
|
million
|
|
million
|
million
|
million
|
Ordinary
Shares
|
1,336.5
|
1,336.5
|
1,336.5
|
|
1,336.5
|
1,336.5
|
1,336.5
|
Dilutive
effect of convertible bond
|
115.2
|
115.2
|
115.2
|
|
108.9
|
108.9
|
108.9
|
Diluted
Ordinary Shares
|
1,451.7
|
1,451.7
|
1,451.7
|
|
1,445.4
|
1,445.4
|
1,445.4
|
Basic net asset value per share1
|
IFRS
pence
|
Adjusted
pence
|
EPRA
pence
|
|
IFRS
pence
|
Adjusted
pence
|
EPRA
pence
|
Net
tangible assets ("NTA")
|
103.5
|
105.0
|
103.0
|
|
110.6
|
111.1
|
108.8
|
Net
reinstatement value ("NRV")
|
-
|
-
|
116.7
|
|
-
|
-
|
123.9
|
Net
disposal value ("NDV")
|
-
|
-
|
114.7
|
|
-
|
-
|
124.7
|
1 The above are
calculated on a "basic" basis without the adjustment for the impact
of the convertible bond which is shown in the diluted basis table
below.
Diluted net asset value per share2
|
IFRS
pence
|
Adjusted
pence
|
EPRA
pence
|
|
IFRS
pence
|
Adjusted
pence
|
EPRA
pence
|
Net
tangible assets ("NTA")
|
105.6
|
107.0
|
103.0
|
|
112.7
|
113.1
|
111.0
|
Net
reinstatement value ("NRV")
|
-
|
-
|
116.7
|
|
-
|
-
|
124.9
|
Net
disposal value ("NDV")
|
-
|
-
|
114.7
|
|
-
|
-
|
125.7
|
2 The Company
assesses the dilutive impact of the unsecured convertible bond,
issued by the Group on 15 July 2019, on its net asset value per
share with a current exchange price of 130.25 pence (30 June 2023:
137.69 pence) (31 December 2023: 131.72 pence).
Notes to the condensed financial statements (continued)
7. Earnings per share
(continued)
Net assets per share
31 December 2023
(audited)
|
|
IFRS
£m
|
Adjusted
£m
|
EPRA
£m
|
Net
assets attributable to shareholders
|
1,423.9
|
1,423.9
|
1,423.9
|
Derivative interest rate swaps liability
|
-
|
(4.7)
|
(4.7)
|
Deferred
tax
|
-
|
3.8
|
3.8
|
Intangible assets
|
-
|
(6.2)
|
(6.2)
|
Cumulative convertible bond fair value
movement
|
-
|
(2.3)
|
(2.3)
|
MtM on
MedicX loans net of
amortisation
|
-
|
28.5
|
-
|
Net
tangible assets ("NTA")
|
1,423.9
|
1,443.0
|
1,414.5
|
Intangible assets
|
-
|
-
|
6.2
|
Real
estate transfer taxes
|
-
|
-
|
184.4
|
Net
reinstatement value ("NRV")
|
1,423.9
|
1,443.0
|
1,605.1
|
Fixed
rate debt and swap mark-to-
market
value
|
-
|
-
|
137.0
|
Deferred
tax
|
-
|
-
|
(3.8)
|
Cumulative convertible bond fair value
movement
|
-
|
-
|
2.3
|
Real
estate transfer taxes
|
-
|
-
|
(184.4)
|
Net
disposal value ("NDV")
|
1,423.9
|
1,443.0
|
1,556.2
|
Ordinary shares
|
million
|
million
|
million
|
Issued
share capital
|
1,336.5
|
1,336.5
|
1,336.5
|
Basic net asset value per share1
|
IFRS
pence
|
Adjusted
pence
|
EPRA
pence
|
Net
tangible assets ("NTA")
|
106.5
|
108.0
|
105.8
|
Net
reinstatement value ("NRV")
|
-
|
-
|
120.1
|
Net
disposal value ("NDV")
|
-
|
-
|
116.4
|
1 The above are
calculated on a "basic" basis without the adjustment for the impact
of the convertible bond which is shown in the diluted basis table
below.
Diluted net asset value per share2
|
IFRS
pence
|
Adjusted
pence
|
EPRA
pence
|
Net
tangible assets ("NTA")
|
108.5
|
109.8
|
105.8
|
Net
reinstatement value ("NRV")
|
-
|
-
|
120.1
|
Net
disposal value ("NDV")
|
-
|
-
|
116.4
|
2 The Company
assesses the dilutive impact of the unsecured convertible bond,
issued by the Group on 15 July 2019, on its net asset value per
share with a current exchange price of 130.25 pence (30 June 2023:
137.69 pence) (31 December 2023: 131.72 pence).
Notes to the condensed financial statements
(continued)
7. Earnings per share
(continued)
Conversion of the convertible bond would result in
the issue of 115.2 million (31 December 2023: 113.9 million) new
Ordinary Shares. The IFRS net asset value and EPRA NDV would
increase by £147.2 million (31 December 2023: £147.7 million) and
the EPRA NTA, Adjusted NTA and EPRA NRV would increase by £150.0
million (31 December 2023: £150.0 million). The resulting diluted
net asset values per share are anti-dilutive to all measures and
therefore basic IFRS net assets value per share are presented
above.
Headline earnings
per share
The JSE listing conditions require
the calculation of headline earnings (calculated in accordance with
Circular 1/2021 - Headline Earnings as issued by the South African
Institute of Chartered Accountants) and disclosure of a detailed
reconciliation of headline earnings to the earnings numbers used in
the calculation of basic earnings per share in accordance with the
requirements of IAS 33 Earnings per share. Disclosure of headline
earnings is not a requirement of IFRS.
|
Six months
ended
30 June 2024
|
Six months
ended
30 June 2023
|
Year ended 31 December
2023
|
|
£m
|
£m
|
£m
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Reconciliation of profit in
the period to headline earnings
|
|
|
|
Basic
earnings
|
3.6
|
39.5
|
27.3
|
Adjustments to calculate
headline earnings:
|
|
|
|
JSE
listing fees & Axis acquisition costs
|
-
|
0.2
|
0.5
|
Amortisation of intangible assets
|
0.5
|
0.4
|
0.9
|
Revaluation deficit/(surplus)
|
40.0
|
11.9
|
53.0
|
Deferred
tax on Irish activities
|
0.8
|
(0.7)
|
(1.3)
|
Headline
earnings
|
44.9
|
51.3
|
80.4
|
Corporation tax
|
0.1
|
-
|
0.1
|
Fair
value loss/(gain) on derivative financial instruments and
convertible bond
|
2.8
|
(3.9)
|
13.2
|
Non-recurring items
|
(1.5)
|
(1.5)
|
(3.0)
|
Adjusted earnings (after
tax)
|
46.3
|
45.9
|
90.7
|
Diluted
basic earnings
|
5.3
|
36.1
|
36.4
|
Diluted
headline earnings
|
46.6
|
47.8
|
89.5
|
Basic
earnings per share
|
0.3
|
3.0
|
2.0
|
Headline
earnings per share
|
3.4
|
3.8
|
6.0
|
Adjusted
earnings per share
|
3.5
|
3.4
|
6.8
|
Diluted
basic earnings per share
|
0.3
|
2.5
|
2.0
|
Diluted
headline earnings per share
|
3.2
|
3.3
|
6.2
|
Number of
shares
|
1,336.5
|
1,366.5
|
1,366.5
|
Weighted
average number of Ordinary Shares for the purpose of headline,
basic and adjusted earnings per share
|
1,336.5
|
1,366.5
|
1,366.5
|
Weighted
average number of Ordinary Shares for the purpose of diluted basic
and headline earnings per share
|
1,451.7
|
1,445.4
|
1,450.4
|
Notes to the condensed financial statements
(continued)
8.
Dividends
Six months
ended 30 June 2024
|
Six months
ended 30
June 2023
|
Year ended 31 December
2023
|
|
£m
|
£m
|
£m
|
(unaudited)
|
(unaudited)
|
(audited)
|
Quarterly
interim dividend paid 23 February 2023
|
-
|
22.4
|
22.4
|
Quarterly
interim dividend paid 19 May 2023
|
-
|
22.4
|
22.4
|
Quarterly
interim dividend paid 18 August 2023
|
-
|
-
|
22.3
|
Quarterly
interim dividend paid 24 November 2023
|
-
|
-
|
22.4
|
Quarterly
interim dividend paid 23 February 2024
|
23.1
|
-
|
-
|
Quarterly
interim dividend paid 17 May 2024
|
23.0
|
-
|
-
|
Total
dividends distributed
|
46.1
|
44.8
|
89.5
|
Per
share
|
3.45p
|
3.35p
|
6.7p
|
|
|
|
|
|
The Company will pay a third interim dividend of
1.725 pence per Ordinary Share for the year ending 31 December
2024, payable on 16 August 2024. The dividend will comprise a
Property Income Distribution ("PID") of 1.450 pence per share and
an ordinary dividend of 0.275 pence per share. The scrip dividend
scheme was suspended in light of the falls in the share price in
2023 and first half of 2024 and the company continues to offer a
dividend reinvestment plan in its place.
Notes to the condensed financial statements
(continued)
9.
Investment
properties and investment properties under
construction
|
Investment properties
freehold1
|
Investment
long leasehold
|
Investment properties
under construction
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
As at 1 January 2024
(audited)
|
2,195.1
|
583.2
|
1.0
|
2,779.3
|
Property
additions
|
9.1
|
0.2
|
5.6
|
14.9
|
Impact of
lease incentive adjustment
|
0.2
|
0.6
|
-
|
0.8
|
Lease
ground rent adjustment
|
-
|
-
|
-
|
-
|
Foreign
exchange movements
|
(4.1)
|
(1.4)
|
-
|
(5.5)
|
Revaluations for the period
|
(37.4)
|
(2.7)
|
0.1
|
(40.0)
|
As at 30 June 2024
(unaudited)
|
2,162.9
|
579.9
|
6.7
|
2,749.5
|
1 Includes development land held at £0.9m (31 December 2023:
£0.7m)
|
Total
|
|
£m
|
Fair
value per AY UK valuation
|
1,178.6
|
Fair
value of JLL UK valuation
|
1,323.5
|
Fair
value of CBRE Ireland valuation
|
244.4
|
|
2,746.5
|
Ground
rents recognised as finance leases
|
3.0
|
Fair value 30 June 2024
(unaudited)
|
2,749.5
|
The investment properties have been independently
valued at fair value by Avison Young ("AY"), Jones Lang LaSalle
("JLL") and CBRE Chartered Surveyors and Valuers ("CBRE"), as at
the balance sheet date in accordance with accounting standards. The
valuers have confirmed that they have valued the properties in
accordance with the Practice Statements in the RICS Valuation
Global Standards 2022 ("Red Book"). There were no changes to the
valuation techniques during the period. The valuers are
appropriately qualified and have sufficient market knowledge and
relevant experience of the location and category of investment
property and have had full regard to market evidence when
determining the values.
The properties are 99.2% let (31 December 2023:
99.3%). The valuations reflected a 5.18% net initial yield (31
December 2023: 5.05%). Where properties have outstanding rent
reviews, an estimate is made of the likely rent on review in line
with market expectations and the knowledge of the valuer.
Notes to the condensed financial statements
(continued)
9. Investment properties and investment
properties under construction (continued)
In accordance with IAS 40, investment properties
under construction have also been valued at fair value by the
independent valuers. In determining the fair value, the valuer is
required to value development property as if complete, deduct the
costs remaining to be paid to complete the development and consider
the significant risks which are relevant to the development process
including, but not limited to, construction and letting risks and
the impact they may have on fair value. In the case of the Group's
portfolio under construction, where the sites are pre-let and
construction risk remains with the builder/developer, the valuer
has deemed that the residual risk to the Group is minimal. As
required by the Red Book, the valuers have deducted the outstanding
cost to the Group through to the completion of construction of
£3.3m (31 December 2023: £5.4m) in arriving at the fair value to be
included in the financial statements.
In addition to the above, capital commitments have
been entered into amounting to £7.0m (30 June 2023:
£9.2m; 31 December 2023: £7.1m) which have not been
provided for in the financial statements.
Right-of-use-assets
In accordance with IFRS 16 Leases, the Group has recognised a
£3.0m head lease liability and an equal and opposite finance lease
asset which is included in non-current assets.
Fair value hierarchy
All of the Group's properties are level 3, as
defined by IFRS 13, in the fair value hierarchy as at 30 June 2024
and 31 December 2023. There were no transfers between levels during
the period or during 2023. Level 3 inputs used in valuing the
properties are those which are unobservable, as opposed to level 1
(inputs from quoted prices) and level 2 (observable inputs either
directly, i.e. as prices, or indirectly, i.e. derived from
prices).
10.
Cash and cash equivalents
|
30 June 2024
|
31 December 2023
|
|
£m
|
£m
|
|
(unaudited)
|
(audited)
|
Cash held
at bank
|
4.1
|
3.2
|
Notes to the condensed financial statements (continued)
11. Borrowings: term
loans and overdrafts
The table indicates amounts drawn and undrawn from
each individual facility:
|
Expiry date
|
Facility
|
Amounts drawn
|
Undrawn
|
|
|
30 June
2024
|
31 December
2023
|
30 June
2024
|
31 December
2023
|
30 June
2024
|
31 December
2023
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Current
|
|
|
|
|
|
|
|
RBS
Overdraft
|
Jun 2025
|
5.0
|
5.0
|
-
|
-
|
5.0
|
5.0
|
Aviva
loan1
|
Sep 2033
|
2.5
|
2.4
|
2.5
|
2.4
|
-
|
-
|
|
|
7.5
|
7.4
|
2.5
|
2.4
|
5.0
|
5.0
|
Non-current
|
|
|
|
|
|
|
|
Aviva AV
Lending
|
Oct 2036
|
200.0
|
200.0
|
200.0
|
200.0
|
-
|
-
|
Aviva
loan
|
Nov 2028
|
75.0
|
75.0
|
75.0
|
75.0
|
-
|
-
|
Barclays
loan
|
Sep 2026
|
100.0
|
100.0
|
-
|
-
|
100.0
|
100.0
|
HSBC
loan
|
Dec 2026
|
100.0
|
100.0
|
59.0
|
64.4
|
41.0
|
35.6
|
Lloyds
loan
|
Dec 2025
|
100.0
|
100.0
|
13.6
|
1.8
|
86.4
|
98.2
|
NatWest
loan
|
Oct 2024
|
100.0
|
100.0
|
44.0
|
31.8
|
56.0
|
68.2
|
Santander
loan
|
Jan 2026
|
50.0
|
50.0
|
24.4
|
24.4
|
25.6
|
25.6
|
Aviva
loan1
|
Sep 2033
|
219.2
|
220.5
|
219.2
|
220.5
|
-
|
-
|
Aviva
loan1
|
Sep 2028
|
30.8
|
30.8
|
30.8
|
30.8
|
-
|
-
|
|
|
975.0
|
976.3
|
666.0
|
648.7
|
309.0
|
327.6
|
Total
|
|
982.5
|
983.7
|
668.5
|
651.1
|
314.0
|
332.6
|
1 Acquired
as part of the merger with MedicX.
At 30 June 2024, total facilities of £1,636.6m (31
December 2023: £1,642.5m) were available to the Group. This
included term loan facilities and the bonds in note 12. Of these
facilities, as at 30 June 2024, £1,322.6m was drawn (31 December
2023: £1,309.9m).
Costs associated with the arrangement of the
facilities, including legal advice and loan arrangement fees, are
amortised using the effective interest rate.
Notes to the condensed financial statements (continued)
11. Borrowings: term loans and
overdrafts (continued)
Any amounts unamortised as at the period end are
offset against amounts drawn on the facilities as shown in the
table below:
|
30 June
2024
|
31 December
2023
|
|
£m
|
£m
|
|
(unaudited)
|
(audited)
|
Term
loans drawn: due within one year
|
2.5
|
2.4
|
Term
loans drawn: due in greater than one year
|
666.0
|
648.7
|
Total
term loans drawn
|
668.5
|
651.1
|
Plus: MtM
on loans net of amortisation
|
23.8
|
24.9
|
Less:
unamortised borrowing costs
|
(8.6)
|
(9.1)
|
Total term loans per the
Condensed Group Balance Sheet
|
683.7
|
666.9
|
The Group has been in compliance with all the
applicable financial covenants of the above facilities through the
period.
12.
Borrowings:
Bonds
|
30 June
2024
|
31 December
2023
|
|
£m
|
£m
|
|
(unaudited)
|
(audited)
|
Unsecured
|
|
|
Convertible bond July 2025 at fair value
|
147.2
|
147.7
|
Total
unsecured bonds
|
147.2
|
147.7
|
Secured
|
|
|
Secured
Bond December 2025
|
70.0
|
70.0
|
Secured
Bond March 2027
|
100.0
|
100.0
|
€51m
Secured Bond (Euro private placement) December 2028/30
|
43.2
|
44.2
|
€70
million secured bond (Euro private placement) September
2031
|
59.3
|
60.7
|
€75
million secured bond (Euro private placement) February 2034
|
63.6
|
65.0
|
€47.8 million secured bond (Euro
private placement) December 2033
|
40.5
|
41.4
|
Ignis
loan note December 2028
|
50.0
|
50.0
|
Standard
Life loan note September 2028
|
77.5
|
77.5
|
Less:
unamortised issue costs
|
(3.3)
|
(3.6)
|
Plus: MtM
on loans net of amortisation
|
3.2
|
3.5
|
Total
secured bonds
|
504.0
|
508.7
|
Total
bonds
|
651.2
|
656.4
|
Notes to the condensed financial statements (continued)
12. Borrowings: Bonds (continued)
Secured Bonds
On 18 December 2013, PHP successfully listed the
floating rate guaranteed secured bonds issued on 4 November 2013
(the "Secured Bonds") on the London Stock Exchange. The Secured
Bonds have a nominal value of £70m and mature on or about 30
December 2025. The Secured Bonds incur interest at an annualised
rate of 220bps plus a credit spread adjustment of 28bps above
six-month SONIA, payable semi-annually in arrears.
On 21 March 2017, a £100m Secured Bond was issued
for a 10-year term at a fixed coupon of 2.83% that matures on 21
March 2027. Interest is paid semi-annually in arrears.
On 20 December 2018, senior secured notes for a
total of €51 million (£43.2 million) were issued at a blended fixed
rate of 2.4793% and a weighted average maturity of 10.4 years.
Interest is paid semi-annually in arrears. The notes represent
PHP's first Euro-denominated transaction in the private placement
market. The secured notes were placed with UK and Irish
institutional investors in two tranches:
·
€40 million 2.46% senior notes due December
2028.
·
€11 million 2.633% senior notes due December
2030.
On 16 September 2019, new senior secured notes for a
total of €70 million (£59.3 million) were issued at a fixed rate of
1.509% and a maturity of twelve years. Interest is paid
semi-annually in arrears. The secured notes are guaranteed by the
Company and were placed with UK and Irish institutional
investors.
On 11 February 2022, the Group issued a new €75.0
million (£63.6 million) secured private placement loan note to
MetLife for a 12-year term at a fixed rate of 1.64%. The loan notes
have the option to be increased by a further €75 million to €150
million over the next three years at the Metlife's discretion.
On 19 December 2023, new senior
secured notes for a total of €47.8 million (£40.5 million) were
issued at a fixed rate of 4.195% and a maturity of ten-years.
Interest is paid semi-annually in arrears. The secured notes are
guaranteed by the Company and were placed with UK and Canadian
institutional investors.
Ignis and Standard Life loan notes
On 14 March 2019, the loan notes were added to the
portfolio as a part of the MedicX acquisition. The Ignis loan note
incurs a fixed coupon of 3.99% payable semi-annually in arrears and
matures on 1 December 2028.
The Standard Life loan note matures on 30 September
2028 and is split into two tranches, £50m and £27.5m at fixed
coupon rates of 3.84% and 3.00% respectively. Interest is payable
semi-annually in arrears.
Convertible bond
On 15 July 2019, PHP Finance (Jersey No.2) Limited
(the "Issuer"), a wholly owned subsidiary of the Group, issued £150
million of 2.875% convertible bonds (the "Bonds") for a six-year
term and if not previously converted, redeemed or purchased and
cancelled, the Bonds will be redeemed at par on maturity in July
2025. The net proceeds were partially used to repay the Company's
£75 million, 5.375% senior unsecured retail bonds at maturity and
otherwise for general corporate purposes.
Subject to certain conditions, the bonds will be
convertible into fully paid Ordinary Shares of the Company and the
initial exchange price was set at 153.25 pence, a premium of 15%
above the volume weighted average price of the Company's shares on
18 June 2019, being 133.26 pence. Under the terms of the Bonds, the
Company will have the right to elect to settle exercise of any
conversion rights entirely in shares or cash, or with a combination
of shares and cash. The exchange price is subject to adjustment if
dividends paid per share exceed 2.8 pence per annum and other
certain circumstances and consequently the exchange price was
adjusted to 127.82 pence on 4 July 2024 (31 December 2023: 131.72
pence).
Notes to the condensed financial statements (continued)
12. Borrowings:
Bonds (continued)
Convertible
Bond
|
30 June
2024
(unaudited)
|
31 December
2023
(audited)
|
|
£m
|
£m
|
Opening
balance - fair value
|
147.7
|
142.9
|
Cumulative fair value movement in convertible bond
|
(0.5)
|
4.8
|
Closing balance - fair
value
|
147.2
|
147.7
|
|
|
The fair value of the convertible bond at 30 June
2024 was established by obtaining quoted market prices. The fair
value movement is recognised in the Group Statement of
Comprehensive Income within profit before taxation and is excluded
from the calculation of EPRA earnings and EPRA NTA (replacing EPRA
NAV).
13. Head lease
liabilities
The Group holds certain long leasehold properties
which are classified as investment properties. The head leases are
accounted for as finance leases. These leases typically have lease
terms between 25 years and perpetuity and fixed rentals.
|
30 June
2024
(unaudited)
|
31 December
2023
(audited)
|
|
£m
|
£m
|
Due
within one year
|
0.1
|
0.1
|
Due after
one year
|
2.9
|
2.9
|
Closing balance - fair
value
|
3.0
|
3.0
|
Notes to the condensed financial statements
(continued)
14.
Derivatives and
other financial instruments
It is Group policy to maintain the proportion of
floating rate interest exposure at between 20% and 40% of total
debt. The Group uses interest rate swaps to mitigate its remaining
exposure to interest-rate risk in line with this policy. The fair
value of these contracts is recorded in the balance sheet and is
determined by discounting future cash flows at the prevailing
market rates at the balance sheet date.
The table below sets out the movements in the value
of the Group's interest rate swaps during the period:
|
30 June
2024
(unaudited)
|
31 December
2023
(audited)
|
|
£m
|
£m
|
Fair value of interest rate
swaps not qualifying as cash flow hedges under IAS
39:
Current
assets
Non-current assets
Current
liabilities
|
5.2
0.9
(3.4)
|
10.5
0.9
(6.7)
|
Non-current liabilities
|
-
|
-
|
Closing balance - fair
value
|
2.7
|
4.7
|
Notes to the condensed financial statements
(continued)
15.
Financial risk
management
Set out below is a comparison by class of the
carrying amount and fair values of the Group's financial
instruments that are carried in the financial statements.
|
Book value
|
Fair value
|
Book value
|
Fair value
|
|
30 June 2024
(unaudited)
|
30 June 2024
(unaudited)
|
31 December 2023
(audited)
|
31 December 2023
(audited)
|
|
£m
|
£m
|
£m
|
£m
|
Financial assets
|
|
|
|
|
Trade and
other receivables
|
20.0
|
20.0
|
18.4
|
18.4
|
Interest
rate swaps
|
6.1
|
6.1
|
11.4
|
11.4
|
Cash and
short-term deposits
|
4.1
|
4.1
|
3.2
|
3.2
|
Financial liabilities
|
|
|
|
|
Interest-bearing loans and
borrowings
|
(1,334.9)
|
(1,197.5)
|
(1,323.3)
|
(1,203.8)
|
Interest
rate swaps
|
(3.4)
|
(3.4)
|
(6.7)
|
(6.7)
|
Trade and
other payables
|
(26.7)
|
(26.7)
|
(27.8)
|
(27.8)
|
The fair value of the financial assets and
liabilities is included as an estimate of the amount at which the
instruments could be transferred in a current transaction between
willing parties, other than a forced sale. The following methods
and assumptions were used to estimate fair values:
• The fair values of the Group's cash and cash equivalents and
trade payables and receivables are not materially different from
those at which they are carried in the financial statements due to
the short- term nature of these instruments.
• The fair value of floating rate borrowings is estimated by
discounting future cash flows using rates currently available for
instruments with similar terms and remaining maturities. The fair
value approximates their carrying values, gross of unamortised
transaction costs.
• The fair values of the derivative interest rate swap contracts
are estimated by discounting expected future cash flows using
market interest rates and yield curves over the remaining term of
the instrument.
The Group held financial instruments at fair value
at 30 June 2024. The Group has no financial instruments with fair
values that are determined by reference to significant unobservable
inputs, i.e. those that would be classified as level 3 in the fair
value hierarchy, nor have there been any transfers of assets or
liabilities between levels of the fair value hierarchy. There are
no non-recurring fair value measurements.
Notes to the condensed financial statements (continued)
15. Financial risk management
(continued)
Fair value measurements at 30 June 2024 are as
follows:
|
Level 11
|
Level 22
|
Level 33
|
Total
|
Recurring fair value
measurements
|
£m
|
£m
|
£m
|
£m
|
Financial assets
|
|
|
|
|
Derivative interest rate swaps
|
-
|
6.1
|
-
|
6.1
|
Financial liabilities
|
|
|
|
|
Derivative interest rate swaps
|
-
|
(3.4)
|
-
|
(3.4)
|
Convertible bond
|
(147.2)
|
-
|
-
|
(147.2)
|
Fixed
rate debt
|
-
|
(986.5)
|
-
|
(986.5)
|
Fair value measurements at 31 December 2023 were as
follows:
Recurring
fair value measurements
|
Level 11
|
Level 22
|
Level 33
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
Financial assets
|
|
|
|
|
Derivative interest rate swaps
|
-
|
11.4
|
-
|
11.4
|
Financial liabilities
|
|
|
|
|
Derivative interest rate swaps
|
-
|
(6.7)
|
-
|
(6.7)
|
Convertible bond
|
(147.7)
|
-
|
-
|
(147.7)
|
Fixed
rate debt
|
-
|
(1,011.4)
|
-
|
(1,011.4)
|
1 Valuation is based on unadjusted quoted prices in active
markets for identical financial assets and liabilities
2 Valuation is based on inputs (other than quoted prices
included in Level 1) that are observable for the financial asset or
liability, either directly (i.e. as unquoted prices) or indirectly
(i.e. derived from prices)
3 Valuation is based on inputs that are not based on observable
market data
The interest rate swaps whose fair values include
the use of level 2 inputs are valued by discounting expected future
cash flows using market interest rates and yield curves over the
remaining term of the instrument. The following inputs are used in
arriving at the valuation:
• Interest rates;
• Yield curves;
• Swaption volatility;
• Observable credit spreads;
• Credit default swap curve; and
• Observable market data.
Notes to the condensed financial statements (continued)
16.
Related party
transactions
Harry Hyman, Chair, is a Director
and the ultimate beneficial owner of a number of Nexus entities and
is considered to be a related party. Following the acquisition of certain Nexus entities on the
internalisation of management structure on 5 January 2021, the
Group has continued to share certain operational services with
Nexus.
Amounts paid during the period in
relation to shared services totalled £11,306 (30 June 2023:
£17,100; 31 December 2023: £38,700).
As at 30 June 2024, outstanding fees payable to
Nexus totalled £nil (31 December 2023: £nil; 30 June 2023:
£nil).
17.
Share
capital
|
30 June
2024
|
30 June
2023
|
31 December
2023
|
|
£m
|
£m
|
£m
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Issued
and fully paid Ordinary Shares at 12.5p each
|
167.1
|
167.1
|
167.1
|
|
|
|
|
At
beginning of year
|
167.1
|
167.1
|
167.1
|
Scrip
issues in lieu of cash dividends
|
-
|
-
|
-
|
|
167.1
|
167.1
|
167.1
|
18.
Merger and other
reserves
|
30 June
2024
|
30 June
2023
|
31 December
2023
|
|
£m
|
£m
|
£m
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
At
beginning of year
|
415.3
|
416.7
|
416.7
|
Exchange
gain on translation of foreign balances
|
0.1
|
(0.1)
|
(1.4)
|
|
415.4
|
416.6
|
415.3
|
19.
Subsequent
events
There have been no significant
events affecting the Company since the period ended 30 June
2024.
Notes to the condensed financial statements
(continued) DI
RECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that to the best of their
knowledge this condensed consolidated set of interim financial
statements has been prepared in accordance with IAS 34 Interim
Financial Reporting as adopted by the United Kingdom and that the
operating and financial review herein includes a fair review of the
information required by DTR 4.2.7R and DTR 4.2.8R of the Disclosure
and Transparency rules of the United Kingdom's Financial Services
Authority namely:
• an indication of important events that have occurred during
the first six months of the financial year and their impact on the
condensed consolidated interim financial statements and a
description of the principal risks and uncertainties for the
remaining six months of the financial year; and
• material related party transactions in the first six months
and any material changes in the related party transactions
described in the last Annual Report.
Shareholder information is as disclosed in the
Annual Report and is also available on the PHP website,
www.phpgroup.co.uk.
By order of the Board
Harry Hyman Chair
23 July 2024
Glossary of terms
Adjusted earnings is EPRA
earnings excluding the exceptional contract termination payment and
amortisation of MtM adjustments for fixed rate debt acquired on the
merger with MedicX.
Adjusted earnings per share is Adjusted earnings divided by the weighted average number
of shares in issue during the year.
Adjusted net tangible assets ("adjusted NTA")
(which has replaced the former adjusted EPRA net
asset value alternative performance measure) is EPRA net tangible
asset value excluding the MtM adjustment of the fixed rate debt,
net of amortisation, acquired on the merger with MedicX. The
objective of the adjusted NTA measure is to highlight the value of
net assets on a long-term basis and excludes assets and liabilities
that are not expected to crystallise in normal circumstances and
continues to be used as a measure to determine the PIF
payment.
Adjusted NTA per share is
adjusted NTA divided by the number of shares in issue at the
balance sheet date.
Annualised rental income on a
like-for-like basis is the contracted rent on a per annum basis
assuming a consistent number of properties between each
year.
Average cost of debt is the
total interest cost of drawn debt and swaps, divided by the amount
of drawn debt.
Axis is Axis Technical
Services Limited.
Building Research Establishment Environmental Assessment
Method ("BREEAM") assesses the
sustainability of buildings against a range of criteria.
Clinical Commissioning Groups ("CCGs")
are the groups of GPs and other healthcare
professionals that are responsible for designing local health
services in England with effect from 1 April 2013.
Company and/or Parent is Primary Health Properties PLC
("PHP").
Direct property costs comprise ground rents payable under head leases, void costs,
other direct irrecoverable property expenses, rent review fees and
valuation fees.
District Valuer ("DV") is the
District Valuer Service, being the commercial arm of the Valuation
Office Agency ("VOA"). It provides professional property advice
across the public sector and in respect of primary healthcare
represents NHS bodies on matters of valuation, rent reviews and
initial rents on new developments.
Dividend cover is the number
of times the dividend payable (on an annual basis) is covered by
Adjusted earnings.
Earnings per Ordinary Share from continuing operations
("EPS") is the profit attributable
to equity holders of the Parent divided by the weighted average
number of shares in issue during the year.
EBITDA is operating profit
excluding amortisation of intangibles, Axis acquisition costs and
investment property revaluations.
EPC is an Energy Performance
certificate.
European Public Real Estate Association
("EPRA") is a real estate industry
body, which has issued Best Practice
Recommendations in order to
provide consistency and transparency in real estate reporting
across Europe.
EPRA cost ratio is the ratio of
net overheads and operating expenses against gross rental income
(with both amounts excluding ground rents
payable). Net overheads and operating expenses relate to all
administrative and operating expenses, net of any service fees,
recharges or other income specifically intended to cover overhead
and property expenses.
EPRA earnings is the profit
after taxation excluding investment and development property
revaluations, gains/losses on disposals, changes in the fair value
of financial instruments, associated close-out costs and their
related taxation, and amortisation of non-monetary items such as
intangible assets.
EPRA net assets ("EPRA NAV") are the balance sheet net assets excluding own shares held,
the MtM value of derivative financial instruments and the
convertible bond fair value movement and intangible
assets.
EPRA NAV per share is the
balance sheet net assets excluding own shares held, the MtM value
of derivative financial instruments, the convertible bond fair
value movement and intangible assets, divided by the number of
shares in issue at the balance sheet date.
EPRA NNNAV is adjusted EPRA
NAV including the MtM value of fixed rate debt and
derivatives.
EPRA net reinstatement value ("EPRA NRV")
is the balance sheet net assets including real
estate transfer taxes but excluding the MtM value of derivative
financial instruments, deferred tax and the convertible bond fair
value movement. The aim of the metric is to reflect the value that
would be required to recreate the Company through the investment
markets based on its current capital and financing structure. Refer
to Note 7.
EPRA NRV per share is the
EPRA net reinstatement value divided by the number of shares in
issue at the balance sheet date. Refer to Note 7.
EPRA net disposal value "EPRA NDV" (replacing EPRA NNNAV) is EPRA NRV including deferred tax and
the MtM value of fixed rate debt and derivatives. The aim of the
metric is to reflect the value that would be realised under a
disposal scenario. Refer to Note 7.
EPRA net tangible assets ("NTA") (which has replaced the former EPRA net asset value
alternative performance measure) is the balance sheet net assets
but excluding the MtM value of derivative financial instruments,
deferred tax, intangible assets and the convertible bond fair value
movement. The aim of the metric is to reflect the fair value of the
assets and liabilities of the Group that it intends to hold and
does not intend in the long run to sell. Refer to Note
7.
EPRA NTA per share is the
EPRA net tangible assets divided by the number of shares in issue
at the balance sheet date. Refer to Note 7.
EPRA vacancy rate is, as a
percentage, the ERV of vacant space Glossary of terms (continued)
in the Group's property portfolio
divided by ERV of the whole portfolio.
Equivalent yield (true and nominal) is a weighted average of the net initial yield and
reversionary yield and represents the return a property will
produce based upon the timing of the income received. The true
equivalent yield assumes rents are received quarterly in advance.
The nominal equivalent assumes rents are received annually in
arrears.
Estimated rental value ("ERV") is the external valuer's opinion as to the open market rent
which, on the date of valuation, could reasonably be expected to be
obtained on a new letting or rent review of a property.
Gross rental income is the
gross accounting rent receivable.
Group is Primary Health
Properties PLC ("PHP") and its subsidiaries.
Headline earnings is
the profit after taxation excluding
investment and development
property revaluations, gains/
losses on disposals and their
related taxation.
HSE or the Health Service Executiveis the
executive agency of the Irish government responsible for health and
social services for people living in Ireland.
IASs are International
Accounting Standards as adopted by the United Kingdom.
IFRS is International
Financial Reporting Standards as adopted by the European
Union.
IFRS or Basic net asset value per share ("IFRS
NAV")are the balance sheet net assets, excluding own shares
held, divided by the number of shares in issue at the balance sheet
date.
Interest cover is the number
of times net interest payable is covered by net rental
income.
Interest rate swap is a
contract to exchange fixed payments for floating payments linked to
an interest rate, and is generally used to manage exposure to
fluctuations in interest rates.
JSE is Johannesburg Stock
Exchange, the largest stock
exchange in
Africa.
Like for like compares prior
year to current year excluding acquisitions, disposals and
developments.
London Interbank Offered Rate ("LIBOR")
is the interest rate charged by one bank to
another for lending money.
Loan to value ("LTV") is the
ratio of net debt to the total value of property and
assets.
Mark to market ("MTM") is the
difference between the book value of an asset or liability and its
market value.
MedicX is MXF Fund Limited
and its subsidiaries.
MSCI (IPD) provides
performance analysis for most types of real estate and produces an
independent benchmark of property returns.
MSCI (IPD) Healthcare is the
UK Annual Healthcare Property Index.
MSCI (IPD) Total Return is
calculated as the change in capital value, less
any capital expenditure
incurred, plus
net income, expressed as a
percentage of capital employed over the period, as calculated by
MSCI (IPD).
Net asset value ("NAV") is
the value of the Group's assets
minus the value of its
liabilities.
Net debt is total drawn debt,
less cash and cash equivalents
Net initial yield ("NIY") is
the annualised rents generated by an asset, after the deduction of
an estimate of annual recurring irrecoverable property outgoings,
expressed as a percentage of the asset
valuation (after notional purchasers' costs).
Net related income is the
Related income after the payment of direct property costs that
include service charge payments.
Net rental and related income is the sum of Net rental income and Net related
income.
Net rental income is the
rental income receivable in the period after payment of direct
property costs. Net rental income is quoted on an accounting
basis.
Net zero carbon refers to the
point at which a process, activity, system etc. produces net zero carbon emissions, through emissions
reduction, use of low or zero carbon energy and removal or
offsetting of residual emissions. In the context of buildings and
activities associated with the construction, refurbishment,
maintenance and operation of buildings, PHP refers to the UK Green
Building Council "Net zero carbon, a framework definition".
NHSPS is NHS Property
Services Limited, the company wholly owned and funded by the
Department of Health, which, as of 1 April 2013, has taken on all
property obligations formerly borne by Primary Care
Trusts.
Occupancy is the level of
units occupied, after deducting the ERV vacancy rate.
Parity value is calculated
based on dividing the convertible bond value by the exchange
price.
Progressive returns is where
it is expected to continue to rise each year.
Progressive dividends is
where it is expected to continue to rise each year on a per share
basis.
Property Income Distribution ("PID")
is the required distribution of income as
dividends under the REIT regime. It is calculated as 90% of
exempted net income.
Real Estate Investment Trust ("REIT")
is a listed property company which qualifies for
and has elected into a tax regime, which exempts qualifying UK
profits, arising from property rental income and gains on
investment property disposals, from corporation tax, but which has
a number of specific requirements.
Related income is the
property and service charge income generated from the Axis
business.
Rent reviews take place at
intervals agreed in the lease and their purpose is usually to
adjust the rent to the current market level at the review
date.
Rent roll is the passing
rent, being the total of all the contracted rents reserved under
the leases.
Reversionary yield is the
anticipated yield which the initial yield will rise to once the
rent reaches the ERV and when the property is fully let. It is
calculated by dividing the ERV by the valuation.
Retail Price Index ("RPI") is
the official measure of the Glossary of terms
(continued)
general level of inflation as
reflected in the retail price of a basket of goods and services
such as energy, food, petrol, housing, household goods, travelling
fare, etc. RPI is commonly computed on a monthly and annual
basis.
RICS is the Royal Institution
of Chartered Surveyors.
RPI linked leases are those
leases which have rent reviews
which are linked to changes in the
RPI.
Special reserve is a
distributable reserve.
Sterling Overnight Interbank Average Rate
("SONIA") is
the effective overnight interest
rate paid by banks for
unsecured transactions in the
British Sterling market.
Total expense ratio ("TER") is calculated as total administrative costs for the year
divided by the average total asset value during the
year.
Total property return is the
overall return generated by properties on a debt-free basis. It is
calculated as the net rental income generated by the portfolio plus
the change in market values, divided by opening property assets
plus additions
|
£m
|
Net rental and related income
(A)
|
77.3
|
Revaluation surplus and profit on
sales (B)
|
(40.0)
|
Total return (C)
|
37.3
|
Opening property assets
|
2,779.3
|
Weighted additions in the
period
|
4.5
|
Impact of foreign exchange
movements
|
(2.8)
|
Total weighted average closing
property assets (D)
|
2,781.0
|
Income return (A/D)
|
2.8%
|
Capital return (B/D)
|
(1.4%)
|
Total property return (C/D)
|
1.4%
|
Total adjusted NTA return is
calculated as the movement in adjusted net tangible asset value for
the period plus the dividends paid, divided by opening EPRA net
tangible asset value.
At 31
December 2023
|
108.0p
|
At 30
June 2024
|
105.0p
|
Increase / (decrease)
|
(3.0)p
|
Add:
Dividends paid
|
|
23/02/2024 Q1 interim
|
1.725p
|
17/05/2024 Q2 interim
|
1.725p
|
Total return
|
3.45p
|
Total adjusted NTA
return
|
0.42%
|
Total shareholder return is
calculated as the movement in the share price for the period plus
the dividends paid, divided by the opening share price.
Weighted average facility maturity is calculated by multiplying each tranche of Group debt by
the remaining period to its maturity and dividing the result by
total Group debt in issue at the year end.
Weighted average unexpired lease term ("WAULT")
is the average lease term remaining to first
break, or expiry, across the portfolio weighted by contracted
rental income.
Yield on cost is the
estimated annual rent of a completed development divided by the
total cost of development, including site value and finance costs
expressed as a percentage return.
Yield shift is a movement
(usually expressed in basis points) in the yield of a property
asset, or like-for-like portfolio over a given period. Yield
compression is a commonly used term for a reduction in
yields.