RNS Number : 8464A
Sirius Real Estate Limited
03 June 2019
 

 

 

Sirius Real Estate Limited

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

 

Condensed consolidated financial results* for the twelve months ended 31 March 2019

 

Strong Organic Rental Growth and Total Shareholder Accounting Return

 

Sirius Real Estate, the leading operator of branded business parks providing conventional space and flexible workspace in Germany, today announces condensed consolidated financial results for the twelve months ended 31 March 2019.

 

HIGHLIGHTS

·      Profit before tax increased by 61.5% to €144.7 million (2018: €89.6 million) including revaluation gains of €99.9 million net of capex and adjustments in respect of lease incentives

 

·      Strong like-for-like annualised rent roll increase of 7.1% (2018: 6.2%) - total annualised rent roll increased to €87.8 million (2018: €79.5 million**)

 

·      Funds from operations ("FFO") grew by 26% to €48.4 million (2018: €38.4 million)

 

·      Like-for-like book value increase of 13.3% or €128.2 million (2018:11.6%) - total portfolio book value increased to €1,132.5 million (2018: €931.2 million)

 

·      NAV per share increased 12.6% to 71.01c (2018: 63.09c)

 

·      EPRA NAV per share increased 16.6% to 74.82c (2018: 64.18c)

 

·      Further progress with Asset Recycling programme - three non-core assets located in Bremen sold generating €25.6 million, acquired six new assets for €101.2 million** and notarised two acquisitions totalling €15.2 million

 

·    Established new venture with AXA Investment Managers - Real Assets ("AXA IM - Real Assets") - sale of 65% of five subsidiary companies*** with implied property value of €168.0 million (30 September 2018:  €141.1 million)

 

·    Total shareholder accounting return based on adjusted NAV and dividends paid of 19.3% (2018: 17.0%)

 

·    Final dividend of 1.73c per share declared giving total dividend for year of 3.36c (based on 70% of FFO payout) an increase of 6.3% on the 3.16c total dividend for the year ended 31 March 2018 (based on 75% of FFO payout)

 

*     referred to as preliminary consolidated financial results for the purpose of the JSE Listing Requirements            

**    including two assets totalling €36.1 million that were prepaid at 31 March 2018

***  transaction expected to complete in July 2019

 

Andrew Coombs, Chief Executive Officer of Sirius Real Estate, said:

 

" This has been a particularly successful year for the business on many fronts. As well as generating a strong total shareholder accounting return of 19.3% and high like-for-like annualised rent roll growth of 7.1%, we've significantly reshaped the portfolio to focus on our seven key cities. We also agreed an exciting new venture with AXA IM - Real Assets which will enable us to consider larger assets and portfolios of assets with a wider range of return profiles than we could previously. These achievements are testimony to the quality of our in-house platform and the strength of the team.

 

Having successfully achieved the previously stated goal of increasing the company's gross assets to in excess of €1 billion our focus will now shift to FFO growth. We are confident that the resilience of the varied sectors of the Germany economy within which we operate and the strength of our business model will continue to help us achieve strong returns for our shareholders well into the future."

 

Presentation for Analysts

 

A presentation to analysts (with dial-in facilities and WebEx) will take place today at 09:30 at Peel Hunt, Moor House, 120 London Wall, London EC2Y 5ET.

 

For details of the dial-in and WebEx, please contact Charlotte Dale at charlotte.dale@tavistock.co.uk

 

For further information:

 

Sirius Real Estate

Andrew Coombs, CEO

Alistair Marks, CFO

+49 (0) 30 285010110

 

Tavistock (financial PR)

Jeremy Carey

James Verstringhe

Charlotte Dale

+44 (0) 20 7920 3150

siriusrealestate@tavistock.co.uk

 

NOTES TO EDITORS

 

About Sirius Real Estate Limited

Sirius Real Estate is a property company listed on the Main Market and premium segment of the London Stock Exchange and the Main Board of the JSE Limited.  It is a leading operator of branded business parks providing conventional space and flexible workspace in Germany. The Company's core strategy is the acquisition of business parks at attractive yields, the integration of these business parks into its network of sites under the Company's own name as well as offering a range of branded products within those sites, and the reconfiguration and upgrade of existing and vacant space to appeal to the local market, through intensive asset management and investment. The Company's strategy aims to deliver attractive returns for shareholders by increasing rental income and improving cost recoveries and capital values, as well as by enhancing those returns through financing its assets on favourable terms. Once sites are mature and net income and values have been optimised, the Company may take the opportunity to refinance the sites to release capital for investment in new sites or consider the disposal of sites in order to recycle equity into assets which present greater opportunity for the asset management skills of the Company's team.

 

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

 

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

 

Follow us on Twitter at @SiriusRE

 

LEI: 213800NURUF5W8QSK566

JSE Sponsor

PSG Capital

 

Chairman's statement

 

Disciplined execution

 

·      Sirius' core objective is to deliver attractive risk-adjusted returns from industrial, warehouse and office property investments in Germany through a mix of dividend yield and capital value appreciation across different market conditions

·      The year under review saw Sirius achieve high organic rental growth and hence significant improvements in the value of its portfolio

·      Sirius continued its capital recycling programme by disposing of three assets in challenging locations whilst acquiring a total of six and notarising two new assets providing greater scope for income and capital growth

·      The establishment of a new venture with AXA IM - Real Assets in the period has created another channel for significant future growth in the future

 

Introduction

It is with great pleasure that my first report as Chairman of the Company relates to a period of operational and strategic success for the business. Prior to my appointment as Chairman in September 2018, James Peggie, Senior Independent Director, held the role of Acting Chairman for nine months. We are most grateful for his stewardship during that interim period.

Sirius' core objective remains to deliver attractive risk-adjusted returns through a mix of dividend yield and capital value appreciation. We continue to focus on industrial, warehouse and secondary offices throughout Germany but mainly in and around the seven largest cities. We are achieving our returns expectations by maximising the opportunities across our portfolio which now consists of 57 owned and managed assets throughout Germany. Key to this is the internal operating platform which remains one of the main differentiators of Sirius from other companies that own and manage industrial business parks in Germany. The year under review saw the Company make a number of acquisitions and disposals. The benefits of leveraging our in-house platform, as well as active management activities associated with our highly accretive capex investment programme contributed to the Company increasing rental and other income from investment properties to €84.4 million up from €71.8 million. In addition, the Company posted a record 7.1% increase in like-for-like annualised rent roll and a 13.3% increase in like-for-like portfolio book value, which combined have contributed to a total shareholder accounting return of 19.3%, the fourth consecutive year of returns in excess of 15%.

FY18/19 highlights

Strong trading performance

It is pleasing to be able to report on an excellent twelve months of trading for Sirius, during which the Company recorded a profit before tax of €144.7 million, up 61.5% on the prior year whilst funds from operations ("FFO") increased by 26.0% to €48.4 million despite the investment into acquisitions from the March 2018 equity raise taking longer than expected. The impact of the acquisitions timing was more than offset by the Company's highest ever like-for-like increase in annualised rent roll. 

Additionally, the Company has seen its net asset value per share increase by 12.6% to 71.01c and EPRA net asset value per share increase by 16.6% to 74.82c mainly due to valuation gains (net of capex and adjustments in respect of lease incentives) of €99.9 million. This strong performance highlights how the Company's operating platform drives organic rental and valuation growth as well as the appeal of the Company's conventional and flexible workspace solutions within the German Mittelstand (SME) market which continues to perform well.

 

Shareholder returns

Consistent outperformance of targets

The Company's stated policy is to pay out 65% of the Group's FFO to shareholders as dividends but as indicated previously, the Board does consider temporary increases in the pay-out ratio in order to maintain the positive dividend growth that would have been achieved had it not been for the asset recycling and equity raising activities. Accordingly, the Board has declared a final dividend of 1.73c per share representing 70% of FFO, an increase of 8.1% on the final dividend last year (which represented 75% of FFO). The total dividend for the year is 3.36c, an increase of 6.3% on the 3.16c total dividend for the year ended 31 March 2018. The progression of the Company's dividend growth of 51.4% since the financial year ending 31 March 2016 can be seen in the table below.

 

Financial year

Pay-out ratio

Dividend per share (cents)

Cumulative Dividend Growth (%)

2015-2016

65%

2.22

 

2016-2017

65%

2.92

31.5%

2017-2018

75%

3.16

42.3%

2018-2019

70%

3.36

51.4%

 

 

The Sirius business model continues to deliver not only progressive income returns but also attractive capital growth as measured by adjusted net asset value(1) ("adjusted NAV") per share. Combining the growth in adjusted NAV and dividends paid, the Company has delivered an annual total shareholder accounting return in excess of 15% for each of the last four years with a return of 19.3% recorded for the year to 31 March 2019. While dividend distributions typically contribute approximately 30% and adjusted NAV growth 70% of total shareholder accounting returns, it is pleasing to note that the valuation movement of our investment properties is derived predominantly from organic increases in income rather than yield movement. This focus on growing income at property level positions the Company well for the future.

(1) Excludes the provisions for deferred tax and derivative financial instruments

 

Financial year

Total shareholder accounting return(1)

% of return derived from adjusted NAV growth

% of return derived from dividends paid

2015-2016

16.0%

76.8%

23.2%

2016-2017

15.3%

67.0%

33.0%

2017-2018

17.0%

69.1%

30.9%

2018-2019

19.3%

74.5%

25.5%

(1)   Calculated as change in adjusted NAV per share plus dividends paid.

 

Governance and culture

Integration of leadership and risk management

The Board is fully committed to compliance with the UK Corporate Governance Code (the "UK Code") as published in June 2016 by the Financial Reporting Council and will comply with all those provisions of the King IV Report on GovernanceTM.for South Africa 2016 that are not included in the UK Code. I am pleased to report that we are compliant with all principles of the UK Code. The JSE has granted the Company dispensation not to report on its application of the King IV Code, provided that Sirius continues to comply with the mandatory corporate governance provisions pursuant to paragraph 3.84 of the JSE Listing Requirements.  For the next financial year, the Company will be working towards full compliance with the new UK Corporate Governance Code which has replaced the UK Code for reporting periods beginning after 1 January 2019.

As previously communicated the Board considered that in light of new regulation regarding the rotation of auditors, in line with best practice and due to the length of time KPMG had acted as audit firm to the Company, a formal audit tender process would be undertaken during the reporting period. Following the completion of the audit tender process Ernst & Young LLP were duly appointed and latterly re-appointed as auditors from the date of the AGM in September 2018.

 

Thank you and outlook

Effective collaboration

On behalf of the Board I would like to thank all those connected to Sirius for their efforts and hard work that together allowed the Company to record such an impressive year. We feel that the outlook for Sirius continues to be positive with its strategy focused on delivering organic growth in rental income in its existing assets and selective asset recycling activity and a long-term strategic partnership with AXA IM - Real Assets to look forward to. This positions the Company well for further growth and shareholder returns into the new financial year and beyond.

Danny Kitchen

Chairman

31 May 2019

 

 

Asset management review

 

Increased portfolio quality and potential

 

€25.6m

proceeds from the sale of three assets

€116.4m

of new asset acquisitions completed or notarised in the period

€87.8m

total annualised rent roll

€5.78

average rate per sqm

 

Introduction

The Sirius internal asset and property management platform continues to be a significant driver of value and key to the Company's ability to deliver attractive returns to shareholders. The operating platform has been developed over many years and there has been major investment into systems and processes as well as the development of people. As a result, the Company is now benefiting from the specialist knowledge and skills that it has built across multiple functions including acquisitions, disposals, financing, capital investment and development, lettings, service charge recovery, supplier management, debt collection, lease management and financial reporting. The year under review has seen further improvements across these disciplines and the Company has continued to grow profits and add value to the portfolio.   

 

Asset recycling, acquisitions and disposals

During the year to 31 March 2019 Sirius has continued to execute its strategy of selective asset acquisition and recycling. Funds were generated to invest into new acquisitions from the following sources:

·      €39.0 million from the equity raise that completed in March 2018;

·      €25.6 million from the disposal of three assets in Bremen; and

·      €22.1 million from a new banking facility with PBB Deutsche Pfandbriefbank.

To date Sirius has invested or plans to invest these funds into the following acquisitions:

·      four assets totalling €65.1 million located in Friedrichsdorf (near Frankfurt), Fellbach (near Stuttgart), Mannheim and Bochum which all completed in the financial year.

·      two assets totalling €15.2 million located near Hamburg and Freiburg completed shortly after the financial year end.

·      Strong pipeline, expecting to acquire another asset for approximately €35.0 million that will be part financed by PBB Deutsche Pfandbriefbank.   

 In addition to this the Company announced a new venture with AXA IM - Real Assets whereby it has agreed to sell 65% of its interest in five assets, whilst retaining the other 35% as Sirius' initial share in the venture. The transaction is expected to generate around €70.0 million of new equity for the Company to invest which, when combined with new lending provides the funds for a further €120.0 million of acquisitions. The Company has developed a promising pipeline of potential opportunities for this, as well as new opportunities for the venture itself.

The disposals that occurred in the period included the non-core Bremen Hag and Bremen Brinkmann assets which had been targeted for sale as well as the smaller mixed-use Bremen Dötlinger asset. The disposal of the Bremen assets represents a successful exit from a challenging market. In addition to local market conditions, these assets were unable to make the returns that the Company achieves on other assets due to the significant amount of vacant space they had which was considered unsuitable for worthwhile investment. The three sites were sold at an EPRA net initial yield of 3.5% and generated equity of €25.6 million, which can now be reinvested in opportunities with greater scope for income and valuation growth. In addition to the site disposals referred to above, the Company sold a non-income producing piece of land and a residential building, generating proceeds of €1.8 million which will be re-invested into the Company's capex investment programmes.

 A summary of the disposal activity in the year to 31 March 2019 is included in the table below:

Site

Total proceeds

€000

sqm

Annualised

acquisition rent

roll*

€000


Annualised

acquisition NOI

€000

EPRA net

initial yield*(1)

%

Occupancy

%

Bremen Brinkmann

15,500

121,501

1,846


864

5.2

56

Bremen Hag

3,800

59,153

478


(252)

(6.2)

18

Bremen Doetlinger

6,300

10,273

479


346

5.1

82

Rostock land

1,200

-

-


(8)

n/a

n/a

Markgröningen Residential Building

625

1,331

-


-

n/a

n/a

Total

27,425

192,258

2,803


950

3.2

n/a

(1)   Includes estimated purchaser costs.

* See glossary section of the Annual Report and Accounts 2019.

The year to 31 March 2019 was another year that featured significant acquisition activity. A summary of the acquisition activity in the year, which includes the two assets located in Saarbrücken and Düsseldorf that were prepaid in the prior financial year, are detailed in the table below:


Total

investment

(incl.

acquisition

costs)

€000

Total

acquisition

sqm

Acquisition

occupancy

%

Acquisition

vacant

sqm

Annualised

acquisition

rent roll*

€000

Acquisition

non-

recoverable

service

charge

costs

€000

Acquisition

maintenance

costs

€000

Annualised

acquisition

NOI*

EPRA

net

initial

yield*(1)

%

Completed










Saarbrücken

28,065

47,350

65

16,744

3,057

(491)

(43)

2,524

9.0

Düsseldorf II

8,084

8,672

80

1,704

627

(83)

(8)

536

6.6

Friedrichsdorf

17,707

17,306

92

1,426

1,357

(87)

(10)

1,260

7.1

Fellbach

12,070

25,420

79

5,329

1,043

(139)

(23)

881

7.3

Mannheim

9,616

15,052

69

4,688

801

(207)

(18)

576

6.0

Bochum

25,705

55,650

95

2,676

2,591

(260)

(50)

2,282

8.9

Subtotal

101,247

169,450

81

32,567

9,476

(1,267)

(152)

8,059

Notarised










Buxtehude

8,690

28,532

-

28,532

-

(426)

(51)

(479)

(5.5)

Teningen

6,497

20,062

88

2,486

806

(244)

(20)

542

8.3

Subtotal

15,187

48,594

36

31,018

806

(670)

(71)

63

Total

116,434

218,044

71

63,585

10,282

(1,937)

(223)

8,122

7.0

(1)   Includes estimated purchaser costs.

* See glossary section of the Annual Report and Accounts 2019.

 

The Company's acquisition strategy has continued to focus on acquiring assets in the areas outlying Germany's "big seven" cities where it has been establishing critical mass. Of the eight assets completed or notarised in the period five of them are located within the Hamburg, Düsseldorf or Frankfurt markets where the Company has strong knowledge and will benefit from operational synergies.

The Saarbrücken asset was acquired for total acquisition costs of €28.1 million representing an attractive EPRA net initial yield of 9.0%, which is partially reflective of the planned move out of the major tenant and a further 16,744 sqm of vacant space, providing excellent value add potential. The major move out is scheduled for September 2019 and relates to over 8,000 sqm on which the tenant is paying a rate of €7.26 per sqm. To date the Company has re-let 7,640 sqm at a rate of €7.23 per sqm. As a result, we expect this acquisition to generate an attractive return on equity particularly when taking into consideration it is financed with a seven year €18.0 million loan facility from the local Saarbrücken Sparkasse charged with an all-in fixed interest rate of 1.53%.

The two assets acquired or notarised for completion in the year that are not considered to be in the big seven cities are located in Teningen near Freiburg and Bochum which are regarded as well-established and desirable industrial areas that fit well into the Sirius business model. The investment case for Bochum is similar to that of Saarbrücken in that it was acquired with an EPRA net initial yield of 8.9% due, in part, to the expected move out of the anchor tenant from 25,898 sqm in June 2019. Having secured two replacement tenants paying a higher rate for all of the vacated space the Company is well positioned to generate attractive income and valuation increases from this asset. The remaining acquisitions that completed in the period are in locations the Company has excellent market knowledge due to existing operations and provide the Company with a combination of high-quality, stable income alongside opportunity to utilise its operating platform to grow income and extract significant value. 

The acquisition assets that actually completed in the year under review were purchased on a blended EPRA net initial yield of 8.0% which is significantly higher than general market evidence in this sector. In addition, with the opportunity to replace existing tenants at higher rates and in excess of 32,000sqm of space to let, we are confident about the prospects for the new acquisitions. 

Market conditions continue to make it more challenging to acquire properties which fit the Company's investment returns profile. Within the financial year the Company reviewed more than 1,000 investment opportunities in order to acquire or notarise the eight assets described above. This demonstrates the extent of work required to find investments and the discipline of our approach in ensuring we continue to acquire the right assets. By analysing these many opportunities, a wealth of market information is built up that allows us to assess where the market is trading- and how it is developing and track the history of assets that may come back on the market in the future. Our focus for value generation is on assets that other owners find a challenge and where there is less competition allowing us to dictate the acquisitions process. Despite increased pricing expectations from sellers the Company does not intend to alter its investment approach and is confident of being able to continue to source attractive opportunities.

 

Rental growth and new lettings

The year under review was an excellent one for rental growth with the Company delivering rental and other income from investment properties of €84.4 million up from €71.8 million from last year. The Company also delivered a record 7.1% increase in like-for-like annualised rent roll, building on a strong 6.2% increase in the prior period. Two thirds of the increase in like-for-like organic growth was achieved as a result of increases in rate whilst occupancy contributed one third. This year's result was even more pleasing when considering the impact of the expected move-out in the first half of the financial year of three large tenants contributing €1.1 million of annualised rent roll on assets that had been recently acquired. The new financial year is expected to be similarly impacted by some expected move outs in the first half of the financial year however progress on the re-letting of this space has been promising. Total annualised rent roll grew from €79.5 million(1) at the start of the period to €87.8 million at year end. The increase in annualised rent roll of €8.3 million is explained as follows:

·      €3.0 million lost from disposals;

·      €5.8 million gained from acquisitions; and

·      €5.5 million increase from organic growth on the existing portfolio

(1)   Includes €3.7 million of annualised rent roll relating to the Saarbrücken and Düsseldorf II assets that were prepaid at 31 March 2018 and completed on 1 April 2019

Whilst like-for-like occupancy increased to 85.8% from 83.7%, total occupancy which includes the impact of acquisitions and the disposal of three sites with a total of 98,000 sqm of vacant space increased from 79.2% to 86.1%. Similarly, whilst the average rate per sqm for the like-for-like portfolio increased by 4.4% to €5.88 per sqm (31 March 2018: €5.63), the total portfolio average rate increased by 5.9% to €5.78 per sqm (31 March 2018: €5.46) reflective of both higher rates being achieved on acquisition sites and the lower rates in disposal sites. Both the strong rate increases and the reduction of vacancy reflect the Company's ability to deliver uplifts and let space through active asset management as well as the positive impact of asset recycling.

Tenant move-ins of 171,000 sqm were at an average rate of €7.25 per sqm compared to move-outs of 141,000sqm at an average rate of €6.86 per sqm. Contractual rent increases and uplifts upon renewal contributed a further €2.2*million of annualised rent roll in the period. These contractual escalations and renewal increases represent a 2.9% elevation on the rents at the start of the financial year. One of the main drivers behind the strong lettings performance has been the generation of over 14,000 enquiries in the year of which 80% came from the Company's internally developed websites and a large number of online portals through which Sirius advertises. Improving the quality of leads is a continuing focus for the internal sales and marketing platform and in the period Sirius delivered an enquiry to sales conversion ratio of 14% which resulted in approximately 2,000 new deals being signed in the year. Sirius has further developed its external broker channels to focus mainly on larger lettings and is pleased to report that a number of attractive long-term deals were secured through this channel in the period including Land Berlin at Berlin Tempelhof, a well-known Stuttgart based German sports car manufacturer at Weilimdorf and FOM, an educational body at Neuss.

* Uplifts include investment rents

Capex investment programmes

The Group's ability to generate high returns from its capex investment programmes continues to be a key differentiator of Sirius from its competitors and an important driver of income and valuation growth for the Company. The investments the Company undertakes are specifically designed to unlock income and value through the transformation of vacant and sub-optimal space into both higher quality conventional space and flexible workspace that fit the Company's innovative range of Smartspace products. This provides the Company with optionality for space configuration, particularly the difficult space on industrial and modern business parks that most other operators leave as structural vacancy. This is one of the primary drivers behind some of the exceptional asset level IRRs that have historically been achieved. Examples of these can be found in the case study section within this report.

The original capex investment programme commenced in January 2014 and was focused on just over 200,000 sqm of sub-optimal space in need of transformation. We are pleased to report that as at 31 March 2019 this programme is substantially complete with a total of 195,415sqm of this space completely refurbished and the remaining 9,493 sqm either in the process of being refurbished or awaiting permissions to proceed. A total of €23.7 million has been invested into the transformed space and, at 83% occupancy, it is generating €12.6 million of annualised rent roll representing an income return on investment of 53.2%. This return does not include the additional benefit of improved cost recovery from letting this space nor the valuation increase estimated at more than €100.0 million that has been generated from the upgrading of the space and incremental income realised.

More detail on the original capex investment programme to date is provided in the following table:

Original capex investment programme progress

Sqm

Investment

 budgeted

€m

Actual

spend

€m

Annualised

rental roll*

 increase

 budgeted

€m

Annualised

rental roll*

 increase

 achieved to

 March 2019

€m

Occupancy

 Budgeted %

Occupancy

 achieved to

 March 2019

%

Rate

per sqm

 budgeted

Rate

per sqm

achieved to

 March 2019

Completed

195,415

25.2

23.7

10.8

12.6

81

83

5.70

6.50

In progress

6,630

1.4

0.5

0.4

0.1

88

-

5.39

-

To commence in next financial year

2,863

0.5

-

0.1

-

84

-

5.13

-

Total

204,908

27.1

24.2

11.3

12.7

81

-

5.68

-

 

* See glossary section of the Annual Report and Accounts 2019.

 

Although the majority of income has already been realised from the original capex investment programme, some further potential for increasing rents and values remains mainly from completing the investment into the remaining 9,493 sqm of space that has not been fully renovated. In order to complete this a further €1.8 million of investment is required to generate €0.5 million of extra annualised rent roll. Furthermore, it can be seen that the original investment programme will be delivered well below budget and the income achieved is far greater than first forecast. This is a reflection of the Company's increased operational efficiency and effectiveness in delivering and realising a wide range of investment projects across multiple locations.

In April 2016 the Company commenced the new acquisitions capex investment programme on assets acquired after that date. The Company identified 122,168sqm of sub-optimal space across 21 new assets in need of investment. Sirius has executed a clear strategy to acquire assets with high levels of difficult vacancy which it has full confidence in transforming. The incremental income realised from the continual investment into such space has played a key role in allowing the Company to achieve its targets and deliver consistent returns. Due to the nature of the underlying space the development and refurbishment work within the new acquisitions capex investment programme is more capital intensive and expected to generate lower income returns than the original capex investment programme, but the potential for increase in valuation is greater given the extent of the space upgrade being undertaken. A total investment of €31.0 million is expected to generate €9.4 million of incremental annualised rent roll on a blended occupancy of 85%. The details of this programme including progress to date is highlighted below:

New acquisitions
capex investment programme progress

Sqm

Investment

budgeted

€m

Actual

spend

€m

Annualised

rent roll*

increase

budgeted

€m

Annualised

Rent roll*

increase

achieved to

 March 2019

€m

Occupancy

Budgeted

%

Occupancy

 achieved to

 March 2019

%

Rate

per sqm

 budgeted

Rate

per sqm

achieved to

 March 2019

Completed

53,148

10.7

9.7

4.2

2.6

84

54

7.91

7.48

In progress

26,716

12.5

2.3

2.4

0.8

91

 -

8.07

 -

To commence in next financial year

42,304

7.8

-

2.8

-

82

 -

6.63

 -

Total

122,168

31.0

12.0

9.4

3.4

85

 -

7.52

 -

 

* See glossary section of the Annual Report and Accounts 2019.

With continuing strong occupier demand for both conventional and flexible workspace the speed at which this space can be transformed is important. As at 31 March 2019 a total of 53,148sqm was fully converted with an investment of €9.7 million generating incremental annualised rent roll of €2.6 million on occupancy of 54%. 

What remains in this programme is a further investment of €18.0 million into 69,021 sqm of space which is expected to complete over the next two financial years. In total the programme is expected to generate a further €6.0 million of annualised rent roll over the next two years. It is difficult to say exactly what impact on valuations this investment will have but, as mentioned above, given the high upgrade of the space it is expected to very positive. As a result, we are targeting total returns at the asset level being similar to those achieved by the original capex investment programme.

Improving and well diversified portfolio

Whilst the Company has successfully executed a strategy of recycling equity out of mature and non-core assets and into assets with greater opportunity, the well diversified characteristic of the Company's rental income has remained consistent. The stable income which comes from the top 50 anchor tenants which are predominantly multinational corporations account for approximately 44% of total annualised rent roll whilst the more flexible, higher rate income from the Company's Smartspace products accounts for approximately 6% of the annualised rent roll. The remaining 50% of Sirius' annualised rent roll is contracted to over 2,400 SME tenants which is Sirius' key target market group and which it is able to attract in significant volumes through its in-house marketing and lettings platform. The capability to let large quantities of existing vacancy and newly created space by utilising its in house resources is a key competitive advantage for Sirius and results in a significantly de-risked real estate portfolio than would typically be associated with the asset class and a 2.8 year weighted average lease expiry. As a result, the Company benefits from the high yields and value-add opportunities associated with industrial property whilst mitigating risk to a far greater extent than its competition.

The table below illustrates the tenant mix across our portfolio at the end of the reporting period:

Type of tenant

No. of

tenants as at

31 March 2019

Occupied

sqm

Annualised

rent roll*

€m

% of total

annualised

rent roll*

%

Rate

per sqm

Top 50 anchor tenants(1)

50

584,299

38.3

44

5.47

Smartspace SME tenants(2)

2,310

59,576

5.5

6

7.70

Other SME tenants(3)

2,458

621,883

44.0

50

5.89

Total

4,818

1,265,758

87.8

100

5.78

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

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

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

* See glossary section of the Annual Report and Accounts 2019.

 

Opportunity within vacancy

Unlike many other property companies, the vacancy within Sirius' portfolio is viewed as a major opportunity rather than a burden. The Company is actively looking to acquire assets with vacancy, particularly that which it can acquire on a discounted basis due to the extent of work and investment required to bring the space into lettable condition. As such the headline vacancy number that the Company reports is significantly different than the vacancy that is available to let due to the large amount of space that is the subject to ongoing investment. Additionally, the Company has historically held substantial structural vacancy within its non-core sites but following the disposal of the non-core assets in the period, structural vacancy has reduced to 2% which is low for a large portfolio of industrial assets and reflective of the manner in which the Company invests and unlocks value in spaces that other operators would disregard. The analysis below details sub-optimal space and vacancy at 31 March 2019 and highlights the opportunity from developing this space as well as the impact of selling the non-core sites.

 

Vacancy analysis - March 2019

Total space (sqm)

1,469,675

Occupied space (sqm)

1,265,758

Vacant space (sqm)

203,917

Occupancy

86%

 

 

% of

total

space

%

sqm

Capex

 investment

ERV*

(post investment)

Subject to original capex investment programme

1

9,493

1,839,985

459,891

Subject to acquisition capex investment programme

5

69,021

18,031,044

5,950,963

FlexiLager vacancy

-

4,607

-

282,841

Total sub-optimal space

6

83,121

19,871,029

6,693,695

Structural vacancy core sites

2

29,033

-

-

Smartspace

1

16,817

-

1,295,668

Other vacancy

5

74,946

3,927,737

5,152,934

Total lettable space

6

91,763

-

-

Total sub-optimal space/vacancy

14

203,917

23,798,766

13,142,297

 

* See glossary section of the Annual Report and Accounts 2019.

 

As illustrated in the table above, the total sub-optimal space and vacancy of 14% can be reduced to 6% when taking out the space that requires investment and the 2% structural vacancy. The Company has consistently been able to run the portfolio with 6% vacancy levels based on space that is available to let.  Therefore, upon completion of the capex investment programmes an occupancy level of 92% could be reached. However, it is unlikely that the Company will reach this position because it is continually looking to re-fuel the new acquisitions capex investment programme by acquiring assets with significant amounts of vacant space. Based on current market conditions this strategy is considered to be the most accretive way of growing the business and improving shareholder returns.

In order to highlight how developing the sub-optimal space and vacancy may impact the valuation of the Company's portfolio, it is useful to separate the mature portfolio from the value-add portfolio. The table below illustrates this based on the 31 March 2019 valuation.

 

Annualised rent roll*

€m

Book value*

€m

NOI*

€m

Capital value* psqm

Gross yield*

%

Net yield*

%

Vacant space

sqm

Rate* psqm

Occupancy*

%

Core value-add

46.3

574.5

39.6

637

8.1

6.9

170,993

5.98

79.0

Core mature

41.5

558.0

38.9

823

7.4

7.0

32,923

5.58

95.0

Other

-

-

(1.7)

-

-

-

-

-

-

Total

87.8

1,132.5

76.7

717

7.8

6.8

203,917

5.78

86.1

* See glossary section of the Annual Report and Accounts 2019.

 

The mature portfolio now represents 49% of the total portfolio and typically includes assets that have occupancy levels in excess of 90% and hence reduced differentials between gross and net yields due to higher cost recovery. The remaining organic opportunity within the mature portfolio is through letting the remaining vacancy and exploiting the reversion in the existing rents, particularly from the upgrading of space vacated by existing tenants. In spite of the valuation increase already experienced in this segment of the portfolio, the gross yield of 7.4% remains higher than general market evidence of recently traded assets and portfolios. 

The value add portfolio however has a higher gross yield and differential with net yield indicating the significant opportunity within the 170,993 sqm of vacant space that these assets contain. Of this space 77,570 sqm is subject to ongoing specific capex investment programmes which, as detailed in this report, have been generating excellent returns from both an income and valuation perspective. These programmes are expected to add an additional €4.7 million of annualised rent roll from a further investment of €19.3 million. When the occupancy of the value add portfolio increases due to the completion and let up of space related to the capex investment programmes our expectation is for gross yields to move towards that of the core mature portfolio and higher cost recovery to reduce the differential between net and gross yields. 

Smartspace and First Choice

Smartspace continues to be a successful operation for Sirius and is particularly popular with tenants seeking flexible workspace solutions. The four Smartspace products and the newly developed First Choice Business Centre concept are specifically designed to create high-quality workspace from sub-optimal space that, when let with a fixed price, provide the flexible offering that small businesses increasingly desire.

The annualised rent roll generated from Smartspace products and First Choice increased from €5.2 million to €5.5 million in the year under review. Smartspace occupancy increased to 74% (31 March 2018: 70%) but even more pleasing was the 7.1% increase in average rate seen in the year which increased to €7.70 per sqm and followed an increase of 8.1% in the prior period. Such movements in rate reflect not just the benefit to pricing of continued high demand for Smartspace products but also how the Company captures reversionary value through contractual uplifts and increases on renewal.  

From an investment point of view, the returns that are achieved from Sirius' assets are significantly enhanced by Smartspace conversion as it is created primarily through the transformation of sub-optimal or vacant space which is acquired for low cost into high-quality offices, storage space and workboxes. During the period a further 1,817sqm of Smartspace Office and 1,894sqm of Smartspace storage was created.

In the year to 31 March 2019 the Company continued to build on the success of its First Choice Business Centre that opened in October 2017 in Wiesbaden (and which at year end had occupancy of 90%), by opening a new centre in November 2018 located in Neuss. The premium office specification of the First Choice Business Centres clearly distinguishes the brand as a five-star office space product from the three-star Smartspace offices, and we are hopeful that the concept can be developed successfully in other Sirius locations. The table below provides further detail on the Smartspace and First Choice products:

Smartspace Product Type

Total

sqm

Occupied

sqm

Occupancy

%

Annualised

rent roll*

(excl. service

charge) €'000

% of total

Smartspace

annualised

rent roll*

%

Rate per sqm

(excl. Service

charge)

First Choice Office

2,795

1,358

49

329

6

20.20

SMSP Office

33,331

26,320

79

2,749

50

8.70

SMSP Workbox

5,964

5,567

93

342

6

5.12

SMSP Storage

30,702

22,777

74

1,823

33

6.67

SMSP Subtotal

72,792

56,022

78

5,243

95

7.80

SMSP FlexiLager

8,162

3,554

44

263

5

6.17

SMSP TOTAL

80,953

59,576

74

5,506

100

7.70

* See glossary section of the Annual Report and Accounts 2019.

 

Financial review

These condensed consolidated financial results for the twelve months ended 31 March 2019 are themselves not audited but are extracted from audited information. The audited Group annual financial statements were audited by Ernst & Young LLP, who expressed an unmodified opinion thereon. The audited Group annual financial statements and the auditor's report thereon are available for inspection at the Company's registered office. The directors take full responsibility for the preparation of the condensed consolidated financial results and that the financial information has been correctly extracted from the underlying audit Group annual financial statements.

Consistent shareholder accounting returns and further future potential

Strong organic growth and future potential through new venture

The Company delivered another strong financial performance in the year ended 31 March 2019 despite the impact to earnings of new acquisitions completing later than expected. The earnings shortfall due to the timing of acquisitions was however more than offset by the performance of the existing portfolio which contributed to an increase in rental and other income from investment properties to €84.4 million from €71.8 million. The Company recorded a 7.1% increase in like-for-like annualised rent roll which contributed to a 13.3% like-for-like increase in the portfolio book value in the period. Part of the valuation increases has derived from further yield compression since March, but the larger part has encouragingly come from income improvements which have positively impacted net asset value. The corresponding increase in adjusted net asset value per share combined with total dividends paid in the period of 3.23c per share has resulted in a total shareholder accounting return of 19.3%, the fourth consecutive year of returns in excess of 15%.

As described in the asset management review section of this report, the year under review was another one of high transactional volume with a total of three asset disposals, eight asset acquisitions (six completing and two notarised in the period) and a new loan facility completed with PBB Deutsche Pfandbriefbank. In addition, the Company announced the establishment of a new venture with AXA IM - Real Assets in March 2019 through the agreement to sell 65% of the Company's interests in five existing entities which is expected to complete in July 2019. With an implied property purchase price of €168.0 million compared to the last reported book value of €141.1 million at 30 September 2018 the venture will realise excellent value for the Company, provides further acquisition firepower through the equity released from the transaction, opens up investment opportunities previously not open to Sirius and creates an attractive income stream from Sirius' ongoing management of the assets. 

Trading performance and earnings

The Company reported a profit before tax in the year ended 31 March 2019 of €144.7 million (31 March 2018: €89.6 million) representing a 61.5% increase from the prior year, including €99.9 million (31 March 2018: €63.5 million) of gains from property revaluations net of capex and adjustments in respect of lease incentives invested.

Funds from operations(1) increased by 26.0% to €48.4 million (31 March 2018: €38.4 million) of which approximately half has come from the strong organic growth within the existing portfolio and the other half has come from the impact of asset recycling activity being realised. The capex investment programme, contracted escalations, uplifts on renewals and other asset management initiatives have all contributed to the strong organic rental income growth, all of which are described in more detail in the asset management review section of this report.

(1) Refer to note 25 in the Annual Report.  

On a per share basis, basic and diluted EPS, which includes the portfolio valuation gains described in the next section, showed a 43.8% increase to 12.78c per share whilst adjusted EPS increased by 16.1% to 4.58c per share. The differential between adjusted EPS and basic EPRA EPS and diluted EPRA EPS was significantly less than that at 31 March 2018 due to the impact of non-recurring items including restructuring costs and costs relating to share awards that impacted the prior year. The contribution of acquisitions acquired from the proceeds of the March 2018 equity raise and the disposals in the period was lower than expected due to the timing of completions which is reflective of how the Company is being more selective in its investing and how it is prioritising quality rather than speed to ensure that returns are not compromised. As a result, it was pleasing to see the strong organic performance compensate for the delay in timing of acquisitions.  

 

Earnings

€000

No. of shares

31 March 2019

 cents per share

Earnings

 €000

No. of shares

31 March 2018

cents per share

Change

%

Basic EPS

128,657

1,006,966,788

12.78

81,272

914,479,339

8.89

43.8

Diluted EPS

128,657

1,011,666,788

12.72

81,272

939,394,339

8.65

47.1

Adjusted EPS

46,096

1,006,966,788

4.58

36,041

914,479,339

3.94

16.1

Basic EPRA EPS

44,995

1,006,966,788

4.47

27,783

914,479,339

3.04

47.2

Diluted EPRA EPS

44,995

1,011,666,788

4.45

27,783

939,394,339

2.96

50.5

 

Total revenue which comprises both rental and other income from investment properties and service charge income increased from €123.7 million to €140.1 million in the period. Total annualised rent roll at the end of the period increased by 10.4% from €79.5* million to €87.8 million of which 70% came from like-for-like organic growth and 30% from asset recycling. The movement in annualised rent roll is described in more detail in the asset management review within this report.

*Including two assets prepaid as at 31 March 2019 that completed on 1 April 2019.

With a starting rent roll for the new year of €87.8 million, existing resources to acquire more assets, the continuation of the Company's capex investment programmes and the significant contribution expected from acquisitions funded by proceeds from the new venture with AXA IM - Real Assets, the Company is well positioned to grow rent roll and FFO into the new financial year and beyond. In the new financial year, the Company expects the profile of annualised rent roll growth to mirror that of the financial year under review where strong growth in the second half of the financial year follows a first half impacted by some large expected move outs from recently acquired assets.

In addition to the like-for-like annualised rent roll increases seen over the last few years there have also been improvements in service charge recovery where leakage in recently acquired sites in particular has decreased materially as higher occupancy and specific allocation and recovery techniques have begun to have a positive effect. 

Portfolio valuation and net asset value

The portfolio, including assets held for sale, was independently valued at €1,136.2 million by Cushman & Wakefield LLP at 31 March 2019 (31 March 2018: €969.8(1) million) which converts to a book value of €1,132.5 million after the provision for tenant incentives. The increase in book value of the portfolio of €165.2 million in the period is illustrated in the following table.

 

31 March

 2019

€000

Total investment properties at book value as at 31 March 2018(1)

967,317

Additions

65,514

Capex Investment

27,127

Disposals

(27,357)

Surplus on revaluation above capex investment

100,092

Adjustment in respect of lease incentives

(205)

Total investment properties at book value as at 31 March 2019

1,132,488

(1)   Including assets prepaid at 31 March 2018 that completed on April 1 2018

 

The portfolio that was owned for the full period increased in book value by €128.2 million or 13.3% whilst the assets acquired in the year under review had a book value of €3.6 million above purchase price, offsetting most of the acquisition costs of €4.8 million. The increase in value of the newly acquired sites in the period shows that despite increased pricing pressure and competition for assets in the German market, the Company is maintaining its selective approach and discipline in its investment decisions.

The valuation increase within the existing portfolio is driven 55% by income growth and 45% from approximately 38 bps of gross yield compression seen in the period. Despite yields tightening the average gross yield of the portfolio of 7.8% remains in our view reasonably defensive when compared to large transactions reported in the market at yields well below this level. Whilst like-for-like valuation increases have averaged close to 10% year on year, like-for-like increases in annualised rent roll have averaged close to 6% demonstrating the extent to which organic growth has contributed to the capital value of the portfolio. The development of our portfolio valuations over the last five years can be seen in the table below:


March 2015

March 2016

March 2017

March 2018

March 2019

Portfolio book valuation (€m)

545.6

687.4

823.3

967.3(1)

1,132.5

Annualised rent roll* (€m)

50.0

60.5

71

79.5

87.8

Gross yield* (%)

9.2

8.8

8.6

8.2

7.8

Like-for-like annualised rent roll increase* (%)

5.2

5.9

5.1

6.2

7.1

Like-for-like valuation increase (%)

6.4

10.9

8.5

11.6

13.3

Occupancy* (%)

79.0

80.0

80.5

79.2

86.1

Rate* (€sqm)

4.75

5.06

5.27

5.46

5.78

(1)   Including assets prepaid at 31 March 2018 that completed on April 1 2018 at cost

* See glossary section of the Annual Report and Accounts 2019.

 

The portfolio as at 31 March 2019 comprised 55 assets with a book value of €1,132.5 million and can be reconciled to the Cushman & Wakefield market valuation as follows:

 

31 March 2019

€m

31 March 2018

€m

Investment properties at market value

1,136.2

933.7

Uplift in respect of assets held for sale

-

1.0

Adjustment in respect of lease incentives

(3.7)

(3.5)

Balance as at period end

1,132.5

931.2

 

As illustrated above, the 31 March 2019 book value of €1,132.5 million represents an average gross yield of 7.8% (31 March 2018: 8.1%) which translates to a net yield of 6.8% (31 March 2018: 7.2%) and an EPRA net yield (including purchaser costs) of 6.3% (31 March 2018: 6.8%). The average capital value per sqm of the like-for-like portfolio of €717 (31 March 2018: €642) remains well below replacement cost and allows the Company to upgrade space and offer its products at lower prices than its competitors and still make higher returns. This is a significant competitive advantage for Sirius and one of the main reasons that its business model is able to produce higher returns with lower risk than the typical operator of light industrial and office business parks in Germany.

The valuation increases along with profit retention has meant the net asset value per share increased to 71.01c at 31 March 2019, an increase of 12.6% from 63.09c as at 31 March 2018. Similarly, the adjusted net asset value (1) per share increased to 75.17c at 31 March 2019, an increase of 14.4% from 65.71c as at 31 March 2018. In addition, the Company has paid out 3.23c per share of dividends during the financial year, which equates to around 72% of FFO, giving a total shareholder accounting return (adjusted NAV growth plus dividends paid) of 19.3% (31 March 2018: 17.0%). The movement in adjusted NAV per share is explained in the following table:

(1)    Excludes the provisions for deferred tax and derivative financial instruments.


cents per share

NAV per share as at 31 March 2018

63.09

Recurring profit before tax

4.52

Surplus on revaluation

9.77

Current and deferred tax charge

(1.56)

Scrip and cash dividend paid

(3.10)

Share awards and non-recurring items

(1.71)

NAV per share at 31 March 2019

71.01

Deferred tax and derivatives

4.16

Adjusted NAV per share at 31 March 2019

75.17

EPRA adjustments(1)

(0.35)

EPRA NAV per share at 31 March 2019

74.82

(1)  Grant of 2018 LTIP shares

 

The EPRA net asset value ("EPRA NAV") per share, which excludes the provisions for deferred tax and derivative financial instruments but includes the potential impact of shares issued in relation to the Company's long-term incentive programmes, was 74.82c (31 March 2018: 64.18c).

Financing

The Company continues to seek to optimise its lending and in addition to secured debt has continued to consider alternatives including unsecured borrowings such as corporate bonds, convertible bonds and Schuldschein agreements. During the year to 31 March 2019 the Company completed a new five-year facility with Deutsche Pfandbriefbank AG for €56.0 million which includes a margin of 1.20% and amortisation of 2.0% per annum. The facility has been fixed by way of a five year swap. The fact that the Company is able to secure such attractive financing terms on industrial properties, warehouses and secondary offices reflects the confidence of lenders in Sirius' asset and property management platform and the way in which it can enhance cash flows and values whilst mitigating risk. The unsecured debt market offers interesting potential for financing flexibility and we continue to explore opportunities for that as and when we have new assets to finance or some of our portfolios' financing begins to expire.

The Group's total cost of borrowings currently stands at 2.0% (31 March 2018: 2.0%) whilst the weighted average debt expiry was 4.3 years (31 March 2018: 5.2 years). Total debt at the period end was €386.1 million (31 March 2018: €373.1 million) an increase of €13.0 million from last year, which was made up of €22.1 million of new borrowings drawn down in the period and €9.1 million of scheduled amortisation.

The Group's gross loan to value ("gross LTV") ratio reduced to 34.1% (31 March 2018: 40.8%), well within the Company target of 40% whilst net loan to value ratio which includes unrestricted cash balances was 32.4% (31 March 2018: 31.9%).

Dividend

The Board communicated in the Annual Report two years ago that it would consider temporarily increasing the Company's dividend pay-out ratio above the 65% of FFO policy when material asset recycling and equity raise activity occurs in order to offset the impact from the time lag to invest or reinvest. In the financial year to 31 March 2018 the Board decided to increase the pay-out ratio to 75% of FFO due to the asset recycling relating to the disposal of €103.0 million of assets. For the year to 31 March 2019 the Board has decided to pay-out 70% of FFO in order to offset the timing impact of investing the capital raised in March 2018 and reinvesting the proceeds generated from disposals in the period. The Company is pleased to report that it expects to have fully invested these proceeds in the first half of the new financial year, although it then expects to receive the proceeds of the AXA IM -Real Assets transaction in July 2019. The team is already reviewing acquisition opportunities for the €120.0m of firepower that this transaction will deliver. The Board has declared a final dividend of 1.73c per share for the six-month period ended 31 March 2019 (based on 70% of FFO), which is an increase of 8.1% on the 1.60c dividend relating to the same period last year (based on 75% of FFO). The total dividend for the year is 3.36c per share, an increase of 6.3% on the 3.16c total dividend for the year ended 31 March 2018. The table below shows the dividends paid and pay-out ratios over the last five years.


Interim dividend per share (cents)

Final dividend per share
(cents)

Total dividend per share (cents)

Pay-out ratio

(% of FFO)

Year ending March 2015

0.77

1.61

2.38

65%

Year ending March 2016

0.92

1.30

2.22

65%

Year ending March 2017

1.39

1.53

2.92

65%

Year ending March 2018

1.56

1.60

3.16

75%

Year ending March 2019

1.63

1.73

3.36

70%

 

It is expected that for the period's final dividend, the ex-dividend date will be 10 July 2019 for shareholders on the South African register and 11 July 2019 for shareholders on the UK register. It is further expected that for shareholders on both registers the record date will be 12 July 2019 and the dividend will be paid on 22 August 2019. A detailed dividend announcement will be made in due course, including details of a scrip dividend alternative (which is subject to the receipt of SARB approval).

Outlook

The year to 31 March 2019 was another successful one boosted by excellent organic growth and progress on asset acquisitions and recycling despite an increasingly challenging market in which to find assets that meet the Company's return expectations. The record like-for-like annualised rent roll increase was supported by the continued upgrading of space as a result of the capex investment programmes, which combined have contributed to strong valuation gains. The agreement of a new venture with AXA IM - Real Assets will realise value for Sirius whilst significantly increasing the opportunity to drive shareholder returns into the future. 

Some commentators are alluding to a possible slowdown in the Germany economy; however, Sirius is well positioned to continue generating growth due to the wide range of products offered, well diversified tenant base and very significant value-add potential that remains within its portfolio based on a combination of the continued roll out of our capex investment programmes and yield at which the portfolio is currently valued. The Company continues to maintain discipline in its investing and has increased the number of opportunities it analyses in order to identify acquisition opportunities which can generate attractive returns.

The Company's focus remains on delivering attractive and consistent risk adjusted returns by way of active asset management throughout the property cycle. With acquisition firepower available, significant vacancy to develop, good reversion potential within the existing portfolio and the new venture to look forward to the Company is well positioned for the new financial year and beyond. 

Alistair Marks

Chief Financial Officer

31 May 2019

 

 

Consolidated statement of comprehensive income

for the year ended 31 March 2019

 

Notes

Year ended

31 March 2019

€000

(Re-presented*)

Year ended

31 March 2018

€000

Revenue

5

140,063

123,650

Direct costs

6

(64,299)

(60,578)

Net operating income

 

75,764

63,072

Gain on revaluation of investment properties

13

99,887

63,452

Gain/(loss) on disposal of properties

6

611

(2,502)

Administrative expenses

6

(20,931)

(24,184)

Operating profit

 

155,331

99,838

Finance income

9

75

13

Finance expense

9

(9,199)

(10,246)

Change in fair value of derivative financial instruments

9

(1,495)

43

Net finance costs

 

(10,619)

(10,190)

Profit before tax

 

144,712

89,648

Taxation

10

(15,990)

(8,285)

Profit and total comprehensive income for the year after tax

 

128,722

81,363

Profit and total comprehensive income attributable to:

 

 


Owners of the Company

 

128,657

81,272

Non-controlling interest

 

65

91

Total comprehensive income for the year after tax

 

128,722

81,363

Earnings per share

 

 


Basic earnings per share

11

12.78c

8.89c

Diluted earnings per share

11

12.72c

8.65c

Basic EPRA earnings per share

11

4.47c

3.04c

Diluted EPRA earnings per share

11

4.45c

2.96c

Headline earnings per share

11

4.33c

3.04c

Diluted headline earnings per share

11

4.31c

2.95c

*      See note 2(b).

All operations of the Group have been classified as continuing.

 

Consolidated statement of financial position

as at 31 March 2019

 

Notes

31 March 2019

€000

(Re-presented*)

31 March 2018

€000

Non-current assets

 


 

Investment properties

13

972,868

913,843

Plant and equipment

15

3,438

3,126

Goodwill

16

3,738

3,738

Other non-current assets

2(b)

1,813

1,750

Deferred tax assets

10

-

811

Total non-current assets

 

981,857

923,268

Current assets

 

 


Trade and other receivables

17

10,828

43,313

Derivative financial instruments

 

250

-

Cash and cash equivalents

18

36,342

79,605

Total current assets

 

47,420

122,918

Assets held for sale

14

164,635

17,325

Total assets

 

1,193,912

1,063,511

Current liabilities

 

 


Trade and other payables

19

(40,755)

(40,972)

Interest-bearing loans and borrowings

20

(7,408)

(7,844)

Current tax liabilities

 

(579)

(3,045)

Derivative financial instruments

 

(346)

(6)

Total current liabilities

 

(49,088)

(51,867)

Non-current liabilities

 

 


Interest-bearing loans and borrowings

20

(324,053)

(359,234)

Derivative financial instruments

 

(806)

(292)

Deferred tax liabilities

10

(30,878)

(26,485)

Total non-current liabilities

 

(355,737)

(386,011)

Liabilities directly associated with assets held for sale

14

(63,042)

-

Total liabilities

 

(467,867)

(437,878)

Net assets

 

726,045

625,633

Equity

 


 

Issued share capital

23

-

-

Other distributable reserve

24

491,010

519,320

Retained earnings

 

234,798

106,141

Total equity attributable to the owners of the Company

 

725,808

625,461

Non-controlling interest

 

237

172

Total equity

 

726,045

625,633

*      See note 2(b).

The financial statements were approved by the Board of Directors on 31 May 2019 and were signed on its behalf by:

Danny Kitchen

Chairman

Company number: 46442

 

Consolidated statement of changes in equity

for the year ended 31 March 2019

 

Notes

Issued

share

capital

€000

Other

distributable

reserve

€000

Retained

earnings

€000

Total equity

attributable to

the owners of the

Company

€000

Non-controlling

interest

€000

Total

equity

€000

As at 31 March 2017

 

-

470,318

24,869

495,187

81

495,268

Shares issued, net of costs

 

-

63,352

-

63,352

-

63,352

Share-based payment transactions

8

-

3,674

-

3,674

-

3,674

Dividends paid

 

-

(18,024)

-

(18,024)

-

(18,024)

Total comprehensive income for the year

 

-

-

81,272

81,272

91

81,363

As at 31 March 2018


-

519,320

106,141

625,461

172

625,633

Shares issued

 

-

-

-

-

-

-

Transaction costs relating to share issues

 

-

(30)

-

(30)

-

(30)

Share-based payment transactions

8

-

(4,516)

-

(4,516)

-

(4,516)

Dividends paid

25

-

(23,764)

-

(23,764)

-

(23,764)

Total comprehensive income for the year

 

-

-

128,657

128,657

65

128,722

As at 31 March 2019

 

-

491,010

234,798

725,808

237

726,045

 

Consolidated statement of cash flows

for the year ended 31 March 2019

 

Notes

Year ended

31 March

2019

€000

Year ended

31 March

2018

€000

Operating activities

 


 

Profit for the year after tax

 

128,722

81,363

Taxation

10

15,990

8,285

(Gain)/loss on sale of properties

6

(611)

2,502

Share-based payments

6

232

4,310

Gain on revaluation of investment properties

13

(99,887)

(63,452)

Change in fair value of derivative financial instruments

 

1,495

(43)

Depreciation

6

1,373

1,086

Finance income

9

(75)

(13)

Finance expense

9

9,199

8,898

Exit fees/prepayment of financing penalties

9

-

1,348

Changes in working capital

 

 


Increase in trade and other receivables

 

(3,791)

(2,730)

Increase in trade and other payables

 

2,260

2,271

Taxation paid

 

(1,806)

(756)

Cash flows from operating activities

 

53,101

43,069

Investing activities

 

 


Purchase of investment properties

 

(67,078)

(121,252)

Prepayments relating to new acquisitions

17

(410)

(34,585)

Capital expenditure

 

(26,130)

(19,104)

Purchase of plant and equipment

 

(1,690)

(1,649)

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

 

27,425

102,510

Interest received

9

75

13

Cash flows used in investing activities

 

(67,808)

(74,067)

Financing activities

 

 


Issue of shares net of costs

 

(30)

63,352

Payment relating to exercise of share options

6

(4,748)

-

Dividends paid

25

(23,764)

(18,024)

Proceeds from loans

20

22,114

78,930

Repayment of loans

 

(9,062)

(53,551)

Exit fees/prepayment of financing penalties

 

-

(1,348)

Finance charges paid

 

(9,126)

(7,451)

Cash flows (used in)/from financing activities

 

(24,616)

61,908

(Decrease)/increase in cash and cash equivalents

 

(39,323)

30,910

Cash and cash equivalents at the beginning of the year

 

79,605

48,695

Cash and cash equivalents at the end of the year

18

40,282

79,605

* Includes €17,325,000 (2018: €96,000,000) proceeds from sale of assets held for sale.

 

Notes to the financial statements

for the year ended 31 March 2019

1. General information

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

The consolidated financial information of the Company comprises that of the Company and its subsidiaries (together referred to as the "Group") for the year ended 31 March 2019.

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

2. Significant accounting policies

(a) Basis of preparation

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

The Company has chosen to prepare its annual consolidated financial statements in accordance with International Financial Reporting Standards as issued by the IASB ("IFRS") as a result of the primary listing on the JSE. The Company previously prepared consolidated financial information in accordance with IFRS as adopted by the EU ("IFRS EU"). Accordingly, the consolidated financial information as at 31 March 2019 and the comparative period have been prepared in accordance with IFRS as issued by the IASB. There were no noted differences between IFRS as issued by the IASB and IFRS as adopted by the EU that are relevant to the Group. Therefore, no changes to previously reported financial information were made as a result of this change in the basis of preparation of financial statements.  

As at 31 March 2019 the Group's consolidated financial statements reflect consistent accounting policies and methods of computation used in previous financial year except for the changes in the application of accounting policies as described in note 2(b).

(b) Changes in accounting policies and other re-presentations

For the period beginning on 1 April 2018 the Group had to adopt IFRS 9 "Financial Instruments" (IFRS 9) and IFRS 15 "Revenue from Contracts with Customers" (IFRS 15) for the first time. The adoption of these new standards and other amendments to existing standards and interpretations effective from 1 April 2018 did not materially impact the set of consolidated financial statements for the year ended 31 March 2019 and no retrospective adjustments were made.

IFRS 15 "Revenue from Contracts with Customers"

IFRS 15 replaced the existing regulations for the recognition of revenue in accordance with IAS 18 "Revenue" and IAS 11 "Construction Contracts". Consequently, revenues are recognised when the customer obtains control over the agreed distinct goods and services and can derive benefits from these. IFRS 15 does not apply to rental income, which makes up approximately 60% of total revenue of the Group, but does apply to other revenue streams, namely service charge income and proceeds on disposal of investment property. The first-time application of the standard using modified retrospective approach has not had a material impact neither on the consolidated statement of comprehensive income nor on the consolidated statement of financial position or required disclosures using modified retrospective approach. Please refer to note 2(h) for the revised accounting policies and note 3 for details on judgements.

IFRS 9 "Financial Instruments"

IFRS 9 provides a standardised approach for classification, measurement and derecognition of financial assets and liabilities, and introduces new rules for hedge accounting and a new impairment model for financial assets. The Group applied IFRS 9 retrospectively and did not elect to restate the comparative information. The adoption of IFRS 9 has changed the Group`s accounting policy for impairment losses for financial assets by replacing IAS 39`s incurred loss approach with a forward-looking expected credit loss (ECL) approach. IFRS 9 requires the Group to recognise an allowance for ECLs for all debt instruments not held at fair value through profit or loss and for contract assets. There were no material changes identified from adoption of the standard. Please refer to note 2(q), 2(u), 2(v) and 2(y) for the revised policies.

As part of the Group's review of the impact of adopting the amendments to IFRS the Group has taken the opportunity to revisit its accounting policies. As a result, the following adjustments were recorded to represent the financial statements:

Revenue and direct costs

The Group had previously a) incorrectly netted service charge income received from tenants against the direct costs to which the income relates and b) incorrectly netted rental and other income from managed properties against costs relating to managed properties. The Group has reassessed these treatments and concluded that it operates as a principal in both cases and that the amounts should be recognised gross. The impact of this re-presentation is to increase revenue and direct costs by €51,511,000 in the year to 31 March 2018.

There is no impact on basic, diluted, headline or adjusted earnings per share. There was no impact on 31 March 2018 and 1 April 2017 in regard to the balance sheet, net assets and net profits. Accordingly, a third balance sheet is not presented.

Assets held for sale

The Group had previously presented assets held for sale within current assets. In accordance with IFRS 5 and industry practice, this has been re-presented separately from other assets in the statement of financial position. The impact of this re-presentation is to decrease current assets by €17,325,000 at 31 March 2018 (1 April 2017: €96,000,000).

There is no impact on basic, diluted, headline or adjusted earnings per share. There was no impact on 31 March 2018 and 1 April 2017 in regard to net assets and net profits, accordingly a third balance sheet is not presented.

Other non-current assets

The Group has reallocated non-current guarantees/deposits amounting to €1,750,000 at 31 March 2018 from other receivables to other non-current assets which were previously incorrectly accounted for within current assets (1 April 2017: €25,000).

There is no impact on basic, diluted, headline or adjusted earnings per share. There was no impact on 31 March 2018 and 1 April 2017 in regard to net assets and net profits, accordingly a third balance sheet is not presented.

(c) Statement of compliance

The consolidated financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the listing requirements of the JSE Limited, IFRS and Companies (Guernsey) Law. The consolidated financial statements have been prepared on the same basis of the accounting policies set out in the Group's annual financial statements for the year ended 31 March 2018 except for the changes in accounting policies as shown in note 2(b). The Group's annual financial statements refer to new standards and interpretations, none of which had a material impact on the financial statements (see note 2(a)). All forward-looking information is the responsibility of the board of directors and has not been reviewed or reported on by the group's auditors.

(d) Going concern

Having reviewed the Group's current and future trading, cash flow and covenant forecasts, together with sensitivities and mitigating factors and the available facilities, the Board has a reasonable expectation that the Group has adequate resources to continue in operational existence for at least twelve months from the date these consolidated financial statements are approved. At 31 March 2019, the value of current liabilities exceeded the current assets by €1.7m. Due to the availability of undrawn bank facilities, which more than exceeds the net current liability position and the ownership of unencumbered assets there is no impact on our ability to continue as a going concern. Accordingly, the Board continued to adopt the going concern basis in preparing the historical financial information.

(e) Basis of consolidation

The consolidated financial information comprises the financial information of the Group as at 31 March 2019. The financial information of the subsidiaries is prepared for the same reporting period as the Company, using consistent accounting policies.

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

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

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

(f) Acquisitions

Investment property acquisitions that are not accounted for as business combinations under IFRS 3 "Business Combinations" are treated with as acquisitions of investment property assets. Every transaction is assessed as either an asset acquisition or a business combination. During the period it was assessed that all investment properties purchased in the period should be accounted for as asset acquisitions due to the fact that the Group implements its own internal process and the key elements of the infrastructure of the business were not purchased.

(g) Foreign currency translation

The consolidated financial information is presented in euros, which is the functional and presentational currency of all members of the Group.

Transactions in foreign currencies are initially recorded in the functional currency at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the functional currency at the exchange rate ruling at the statement of financial position date. All differences are taken to the statement of comprehensive income.

(h) Revenue recognition

Rental income

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which the benefit derived from the leased asset is diminished. Fixed or determinable rental increases, which can take the form of actual amounts or agreed percentages, are recognised on a straight-line basis over the term of material leases. If the increases are related to a price index to cover inflationary cost increases then the policy is not to spread the amount but to recognise them when the increase takes place.

The value of rent free periods and all similar lease incentives is spread on a straight-line basis over the term of material leases only. Where there is a reasonable expectation that the tenant will exercise break options, the value of rent free periods and all similar lease incentives is booked up to the break date.

Revenue from contracts with customers

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

The Group mainly generates revenue from contracts with customers for services rendered to tenants including management charges and other expenses recoverable from tenants ('service charge income'). These services are specified in the lease agreements and separately invoiced.

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

Transaction price are regularly updated and are estimated at the beginning of each year based on previous costs and estimated spend. Service charge budgets are prepared carefully to make sure that they are realistic and reasonable. Variable consideration is only included in the transaction price to the extent it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The variable consideration is allocated to each distinct period of service (i.e., each day) as it meets the variable consideration allocation exception criteria.

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

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

Rental and other income from managed properties

As the Group derives income and incurs expenses relating to properties it manages but does not own, such income and expense is disclosed separately within revenue and direct costs. Income relating to managed properties is accounted for according to revenue recognitions accounting policies set out above.

Interest income

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

(i) Leases

Group as lessor

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

(j) Income tax

Current income tax

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

Certain subsidiaries may be subject to foreign taxes in respect of foreign sources of income. Sirius Real Estate Limited is UK resident for tax purposes.

Deferred income tax

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

•     where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss;

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

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

Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply in the year when the related asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

(k) Sales tax

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

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

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

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

(l) Investment properties

Investment properties are properties owned by the Group which are held for long-term rental income, capital appreciation or both.

Investment properties are initially recognised at cost, including transaction costs when the control of the property is transferred. Where recognition criteria are met the carrying amount includes subsequent costs to add to or replace part of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the reporting date.

Investment properties are derecognised when control of the asset is transferred to a third party.

Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the statement of comprehensive income in the period in which they arise.

The fair value of the Group's investment properties at 31 March 2019 has been arrived at on the basis of a valuation carried out at that date by Cushman & Wakefield LLP (2018: Cushman & Wakefield LLP), an independent valuer on the basis of highest and best use. The valuations are in accordance with standards complying with the Royal Institute of Chartered Surveyors' ("RICS's") approval and the conceptual framework that has been set by the International Valuation Standards Committee.

The valuation is based upon assumptions including future rental income, anticipated non-recoverable and maintenance costs, expected capital expenditure and an appropriate discount rate. The properties are valued on the basis of a discounted cash flow model using a range of 10-14 years supported by comparable evidence. The discounted cash flow calculation is a valuation of rental income considering non-recoverable costs and applying a discount rate for the current income risk over the measurement period. At the end of the period in which the cash flow is modelled, a determining residual value (exit scenario) is calculated. A capitalisation rate is applied to the more uncertain future income, discounted to present value. Each property is visited by the external valuer at least once every two years.

In the prior year, the directors made discretionary impairment (devaluation) of non-core assets due to strong evidence existing to support an adjustment. In such circumstances the Audit Committee performed a review and satisfied itself the impairment could be fully substantiated and appropriately supported before a write-down was recognised in the Company's books and records. No such adjustment has been recorded in the current year.

(m) Disposals of investment property

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

(n) Assets held for sale and disposal groups

(i) Investment properties held for sale

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

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

•     the asset is being actively marketed;

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

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

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

(ii) Disposal groups

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

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

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

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

Additional disclosures are provided in note 14.

(o) Plant and equipment

Recognition and measurement

Items of plant and equipment are stated at cost less accumulated depreciation and impairment losses.

Depreciation

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

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

Plant and equipment          four to ten years

Fixtures and fittings             four years

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

(p) Intangible assets

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

Intangible assets with a definite useful life are amortized on a straight-line basis over their respective useful lives. Their useful lives are between three and five years. Any amortization of these assets is recognized as such under administrative expenses in the consolidated statement of comprehensive income.

Intangible assets with an indefinite useful life, particularly goodwill, are not amortized.

Goodwill arising on consolidation represents the excess of the cost of the purchase consideration over the Group's interest in the fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition.

Goodwill is initially recognised at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is tested annually for impairment, or more frequently when there is an indication that the business to which the goodwill applies may be impaired.

(q) Trade and other receivables

Rent and service charge receivables and any contract assets do not contain significant financing component and are measured at the transaction price. Other receivables are initially measured at fair value plus transaction costs, using the expected credit loss model according to IFRS 9. The Group applies the simplified impairment model of IFRS 9 in order to determine expected credit losses in trade and other receivables, including lease incentives.

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

In determining the expected credit losses the Group takes into account any recent payment behaviours and future expectations of likely default events (i.e. not making payment on the due date) based on individual customer credit ratings, actual or expected insolvencies and market expectations and trends in the wider macro-economic environment in which our customers operate.

Trade and other receivables are written off once all avenues to recover the balances are exhausted and the lease has ended.

(r) Treasury Shares

Own equity instruments which are reacquired ("Treasury Shares") are deducted from equity. No gain or loss is recognised in the statement of comprehensive income on the purchase, sale, issue or cancellation of the Group's equity instruments.

(s) Share-based payments

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

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

(t) Cash and cash equivalents

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

(u) Bank borrowings

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

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

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

(v) Trade payables

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

(w) Equity instruments

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

(x) Dividends

Dividend distributions to the Company's shareholders are recognised as a liability in the consolidated financial information in the period in which the dividends are approved by the Company's Board. The final dividend relating to the year ended 31 March 2019 will be approved and recognised in the financial year ending 31 March 2020.

(y) Impairment excluding investment properties

(i) Financial assets

A financial asset (excluding financial assets at fair value through profit and loss) is assessed at each reporting date to determine whether there is any impairment. The Group recognises an allowance for expected credit losses (ECLs) for all receivables and contract assets held by the Group. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

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

Impairment losses are recognised in profit or loss of the statement of comprehensive income. Trade and other receivables are written off once all avenues to recover the balances are exhausted and the lease has ended

(ii) Non-financial assets

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

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

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

(z) Current versus non-current classification

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

•     Expected to be realised or intended to be sold or consumed in the normal operating cycle,

•     held primarily for the purpose of trading,

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

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

All other assets are classified as non-current.

A liability is current when:

•      It is expected to be settled in the normal operating cycle,

•      it is held primarily for the purpose of trading,

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

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

The Group classifies all other liabilities as non-current.

 (aa) Standards and interpretations in issue and not yet effective

IFRS 16

IFRS 16 replaces existing leases guidance, including IAS 17 "Leases", IFRIC 4 "Determining Whether an Arrangement Contains a Lease", SIC-15" Operating Leases - Incentives" and SIC-27 "Evaluating the Substance of Transactions Involving the Legal Form of a Lease".

The standard is effective for annual periods beginning on or after 1 January 2019. Early adoption is permitted for entities that apply IFRS 15 at or before the date of initial application of IFRS 16.

IFRS 16 introduces a single, on balance sheet lease accounting model for lessees. A lessee recognises a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are recognition exemptions for short-term leases and leases of low-value items. Lessor accounting remains similar to the current standard - i.e. lessors continue to classify leases as finance or operating leases.

The most significant impact identified is that the Group will recognise new assets and liabilities for its operating leases of office buildings and leases for space relating to operating management contracts.

As at 31 March 2019, the Group's future minimum lease payments under non-cancellable operating leases are disclosed under note 27.

In addition, the nature of expenses related to those leases will now change as IFRS 16 replaces the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest expense on lease liabilities.

As a lessee, the Group can either apply the standard using a:

•     retrospective approach; or

•     modified retrospective approach with optional practical expedients.

The Group plans to apply IFRS 16 initially on 1 April 2019, using the modified retrospective approach, and will apply the election consistently to all of its leases.

The Group has completed its assessment of the potential impact on its consolidated financial statements. The expected impact of the first-time adoption of IFRS 16 as of 1 April 2019 is approximately €24,000,000 which will be shown as a right of use of assets and a corresponding lease liability.

In addition, the IASB has published "Annual Improvements to IFRS Standards 2015-2017 Cycle" in December 2017 and has issued IFRIC 23 in June 2017, which will be applicable to financial years after 1 January 2019. Amendments to IFRS 3 has been published in October 2018 which will be applicable to financial years after 1 January 2020. The Group is not expecting material impact on its reporting methodology coming from those changes.

(ab) Non-IFRS measures

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

The Directors are required, as part of the JSE Listing Requirements, to disclose headline earnings; accordingly, headline earnings are calculated using basic earnings adjusted for revaluation gain net of related tax and gain/loss on sale of properties net of related tax. Note 11 to the financial statements includes a reconciliation between IFRS and headline earnings.

The Directors have chosen to disclose adjusted earnings in order to provide an alternative indication of the Group's underlying business performance; accordingly, it excludes the effect of adjusting items net of related tax. Note 11 to the financial statements includes a reconciliation of adjusting items included within adjusted earnings, with those adjusting items stated within administrative expenses in note 6.

The Directors have chosen to disclose adjusted profit before tax and funds from operations in order to provide an alternative indication of the Group's underlying business performance and to facilitate the calculation of its dividend pool; a reconciliation between profit before tax and funds from operations is included within note 25 to the financial statements. Within adjusted profit before tax are adjusting items as described above gross of related tax.

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

3. Significant accounting judgements, estimates and assumptions

Judgements

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

Operating lease commitments - Group as lessor

The Group has entered into commercial property leases on its investment property portfolio. The Group has determined that it retains all the significant risks and rewards of ownership of these properties and therefore accounts for them as operating leases.

Acquisition and disposal of properties

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

Estimates and assumptions

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

Valuation of investment properties (including those recognized within assets held for sale or a disposal group)

The fair value of the Group's investment properties was determined by Cushman & Wakefield LLP (2018: Cushman & Wakefield LLP), an independent valuer. After adjusting investment properties for lease incentive accounting, the book value of investment properties is shown as €972.9 million (31 March 2018: €913.8 million) as disclosed in note 13.

The Cushman & Wakefield LLP valuation is based upon assumptions including future rental income, anticipated maintenance costs and an appropriate discount rate. The properties are valued on the basis of a ten to fourteen year discounted cash flow model supported by comparable evidence. The discounted cash flow calculation is a valuation of rental income considering non-recoverable costs and applying a discount rate for the current income risk over a ten to fourteen year period. After ten to fourteen years, a determining residual value (exit scenario) is calculated. A capitalisation rate is applied to the more uncertain future income, discounted to a present value.

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

Assessment of uncertain tax positions

In the ordinary course of business, management make judgements and estimates in relation to the tax treatment of certain transactions in advance of the ultimate tax determination being certain. Where the amount of tax payable or recoverable is uncertain management use judgement in recording a corresponding payable or receivable.

Service charge

Service charge expenses are based on actual costs incurred and invoiced together with an estimate of costs to be invoiced in future periods. The estimates are based on expected consumption rates, historical trends and take into account market conditions at the time of recording.

Service charge income is based on service charge expense and takes into account recovery rates which are largely derived from estimated occupancy levels.

4. Operating segments

The Directors are of the opinion that the Group is engaged in a single segment of business, being property investment, and in one geographical area, Germany. All rental income is derived from operations in Germany. There is no one tenant that represents more than 10% of Group revenues. The chief operating decision maker is considered to be the Senior Management Team, which is provided with consolidated IFRS information on a monthly basis.

5. Revenue

 

Year ended

31 March 2019

€000

(Re-presented*)

Year ended

31 March 2018

€000

Rental and other income from investment properties

84,414

71,782

Service charge income

44,216

41,561

Rental, service charge and other income from managed properties

11,433

10,307

Total revenue

140,063

123,650

*      See note 2(b).

Other income relates primarily to income associated with conferencing and catering of €1,730,000 (2018: €1,571,000).

6. Operating profit

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

Direct costs

 

Year ended

31 March 2019

€000

(Re-presented*)

Year ended

31 March 2018

€000

Service charge costs

51,250

48,729

Costs relating to managed properties

10,779

9,950

Non-recoverable maintenance

2,270

1,899

Direct costs

64,299

60,578

 

Gain on disposal of properties

Included within gain on disposal of properties of €611,000 (2018: loss of €2,502,000) are total proceeds of €27,425,000 (2018: €102,510,000) and property and professional costs of €26,814,000 (2018: €106,404,000).

Administrative expenses

 

Year ended

31 March 2019

€000

Year ended

31 March 2018

€000

Audit fee

389

350

Legal and professional fees

3,373

2,431

Other administration costs

1,881

1,278

LTIP and SIP

232

4,310

Employee costs

11,167

11,069

Director fees and expenses

447

350

Depreciation

1,373

1,086

Marketing

1,860

1,745

Selling costs relating to assets held for sale

-

52

Non-recurring items

209

1,513

Administrative expenses

20,931

24,184

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

 

Year ended

31 March 2019

€000

Year ended

31 March 2018

€000

Audit fees:

 

 

Audit of consolidated financial statements

273

266

Audit of subsidiary undertakings

58

50

Non-audit fees:

 


Other assurance services

58

34

Total fees

389

350

 

Non-recurring items relate primarily to costs associated with the new venture with AXA IM - Real Assets which is explained in more detail in note 14 (2018: potential legal claim and additional Main Market listing costs).

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

7. Employee costs and numbers

 

Year ended

31 March 2019

€000

Year ended

31 March 2018

€000

Wages and salaries

13,986

16,355

Social security costs

2,543

2,927

Pension

234

204

Other employment costs

51

95

 

16,814

19,581

 

The wages and salaries costs for the year ended 31 March 2019 include expenses of €232,000 (31 March 2018: €3,541,000) relating to the granting or award of shares under LTIPs (see note 8) and nil costs for the year ended 31 March 2019 relating to the previous LTIP award. The costs for all periods include those relating to Executive Directors.

All employees are employed directly by one of the following Group subsidiary companies: Sirius Facilities GmbH, Sirius Facilities (UK) Limited, Curris Facilities & Utilities Management GmbH, SFG NOVA GmbH, Sirius Finance (Guernsey) Limited and Sirius Corporate Services B.V. The average number of people employed by the Group during the year was 241 (31 March 2018: 232), expressed in full-time equivalents. In addition, the Board of Directors consists of four Non-executive Directors (31 March 2018: four) and two Executive Directors (31 March 2018: two) as at 31 March 2019.

8. Employee schemes

Equity-settled share-based payments

2015 LTIP

The 2015 LTIP for the benefit of the Executive Directors and the Senior Management Team was approved in October 2015. The fair value determined at the grant date was expensed on a straight-line basis over the vesting and holding period, based on the Company's estimate of the shares that would eventually vest and adjusted for the effect of non-market-based vesting conditions. Under the LTIP, the awards were granted in the form of whole shares at no cost to the participants. Shares vested after the three year performance period and include a holding period of twelve months after vesting. The performance conditions used to determine the vesting of the award were based on net asset value and total shareholder return allowing vesting of 0% to a maximum of 125%. As a result, a maximum of 25,150,000 share awards were granted, subject to performance criteria, under the scheme in December 2015. A total of 1,300,000 shares were forfeited during the performance period by a participant who left the Group.

The 2015 LTIP vested on 2 July 2018 based on performance conditions assessed over the three years to 31 March 2018, and a separate assessment based on total shareholder return assessed up to the 20th business day after the announcement of the results for the year ended 31 March 2018. Vesting was at the maximum level for all participants resulting in the exercising of 17,356,106 shares in the year including 432,106 that were surrendered by the scheme participants and re-allocated to employees of the Group to make them shareholders, and the forfeiting of 6,493,894 relating to partial settlement of certain participants' tax liabilities arising in respect of the vesting. 

As the fair value determined at the grant date was expensed on a straight-line basis over the vesting period an expense of €nil (31 March 2018: €3,541,000) was recognised in the statement of comprehensive income to 31 March 2019.

Movements in the number of shares outstanding and their weighted average exercise prices were as follows:

 

Year ended
31 March 2019

 

Year ended
31 March 2018

 

Number of

shares

Weighted

average

exercise

price

 

Number of

shares

Weighted

average

exercise

price

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

23,850,000

-


23,850,000

-

Maximum granted during the year

-

-

 

-

-

Shares surrendered to cover employee tax obligations

(6,493,894)

-

 

-

-

Exercised during the year

(17,356,106)

-

 

-

-

Balance outstanding as at the end of the year

-

-

 

23,850,000

-

 

The fair value per share was determined using the Monte-Carlo model, with the following assumptions used in the calculation as at grant date:

Weighted average share price - €

0.52

Weighted average exercise price - €

-

Expected volatility - %

20

Expected life - years

2.48

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

(0.11)

Expected dividend yield - %

3.41

 

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

2018 LTIP

A new LTIP for the benefit of the Executive Directors and the Senior Management Team was approved on 5 December 2018. Awards granted under the 2018 LTIP are in the form of nil cost options which vest after the three year performance period followed by a holding period of two years. Awards are split between ordinary and outperformance awards. Ordinary awards carry both adjusted net asset value per share ("TNR") (two-thirds of award) and relative total shareholder return ("TSR") (one-third of award) performance conditions and outperformance awards carry a sole TNR performance condition.

4,000,000 ordinary share awards and 700,000 outperformance share awards were granted under the scheme on 15 January 2019 with a total charge for the awards of €2,463,000 over three years. Charges for the awards are based on fair values calculated at the grant date and expensed on a straight-line basis over the period that individuals are providing service to the Company in respect of the awards.

An expense of €232,000 was recognised in the consolidated statement of comprehensive income to 31 March 2019.

The fair value per share for the TNR and TSR elements of the award was determined using Black-Scholes and Monte-Carlo models respectively with the following assumptions used in the calculation:

 

TNR

TSR

Valuation methodology

Black-Scholes

Monte-Carlo

Calculation for

2/3 ordinary award/

outperformance award

1/3 ordinary award

Share price at grant date - €

0.66

0.66

Exercise price - €

nil

nil

Expected volatility - %

23.3

23.3

Performance projection period - years

2.21

2.08

Expected dividend yield - %

4.86

4.86

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

(0.63) p.a.

(0.63) p.a.

Expected outcome of performance conditions - %

100/67

44.7

Fair value per share - €

0.66

0.295

 

The weighted average fair value of a share granted under the ordinary award in the year was €0.54.

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

2017 SIP

A share incentive plan ("SIP") for the benefit of senior employees of the Company was approved in May 2017. The fair value was based on the Company's estimate of the shares that will eventually vest. Under the SIP, the awards were granted in the form of whole shares at no cost to the participants. Shares vested after a one year performance period followed by a holding period of twelve months. The performance conditions used to determine the vesting of the award were based on the adjusted net asset value including dividends paid and allowed vesting of 100% or 0%. As a result, under the scheme in June 2017 a maximum of 1,065,000 shares were granted, subject to performance criteria, and an expense including related costs of €nil (31 March 2018: €769,000) was recognised in the consolidated statement of comprehensive income to 31 March 2019.

Employee benefit scheme

A reconciliation of share-based payments and their impact on the consolidated statement of changes in equity is as follows:

 

Year ended

31 March 2019

€000

Year ended

31 March 2018

€000

Charge relating to MSP

-

326

Charge relating to 2015 LTIP

-

2,617

Charge relating to 2018 LTIP

232

-

Charge relating to SIP

-

731

Value of shares withheld to settle employee tax obligations

(4,748)

-

Share-based payment transactions as per consolidated statement of changes in equity

(4,516)

3,674

 

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

 

Year ended

31 March 2019

€000

Year ended

31 March 2018

€000

Bank interest income

75

13

Finance income

75

13

Bank loan interest expense

(7,643)

(6,721)

Bank charges

(185)

(145)

Amortisation of capitalised finance costs

(1,371)

(1,173)

Refinancing costs, exit fees and prepayment penalties

-

(2,207)

Finance expense

(9,199)

(10,246)

Change in fair value of derivative financial instruments

(1,495)

43

Net finance expense

(10,619)

(10,190)

 

The refinancing costs on derecognition of loans for the year ended 31 March 2018 of €2,207,000 related to the costs associated with the part repayment of tranche 1 of the Berlin Hyp AG/Deutsche Pfandbriefbank AG facility and full repayment of tranche 2 of the Berlin Hyp AG/Deutsche Pfandbriefbank AG facility following the sales of the Düsseldorf and Munich Rupert Mayer Strasse assets. No derecognition of loans has occurred in the current financial year.

The change in fair value of derivative financial instruments in amount of €1,495,000 (2018: €43,000) reflects the change in the mark to market valuation of these financial instruments.

10. Taxation

Consolidated statement of comprehensive income

 

Year ended

31 March 2019

€000

Year ended

31 March 2018

€000

Current income tax


 

Current income tax charge

(523)

(604)

Current income tax charge relating to disposals of investment properties

(170)

(1,921)

Accrual relating to tax treatment of swap break

151

(839)

Adjustments in respect of prior periods

501

-

Total current income tax

(41)

(3,364)

Deferred tax

 


Relating to origination and reversal of temporary differences

(15,138)

(5,492)

Relating to LTIP charge for the year

(811)

571

Total deferred tax

(15,949)

(4,921)

Income tax charge reported in the statement of comprehensive income

(15,990)

(8,285)

 

The current income tax charge of €41,000 (31 March 2018: €3,364,000) reflects a release of tax accruals for prior years as well as the tax charge for the year. The effective income tax rate for the period differs from the standard rate of corporation tax in Germany of 15.825% (2018: 15.825%). The differences are explained below:

 

Year ended

31 March 2019

€000

Year ended

31 March 2018

€000

Profit before tax

144,712

89,648

Profit before tax multiplied by the rate of corporation tax in Germany of 15.825% (2018: 15.825%)

22,901

14,187

Effects of:

 


Deductible interest on internal financing

(6,197)

(5,573)

Non-deductible expenses

(1,728)

835

Tax losses utilised

(882)

(4,726)

Property valuation movements due to differences in accounting treatments

1,796

3,270

Adjustments in respect of prior periods

(652)

839

Other

752

(547)

Total income tax charge in the statement of comprehensive income

15,990

8,285

 

Deferred income tax liability

 

 

31 March 2019

€000

 

31 March 2018

€000

Opening balance

(26,485)

(20,993)

Release due to disposals

261

4,883

Taxes on the revaluation of investment properties

(15,399)

(10,375)

Transferred to liabilities directly associated with assets held for sale

10,745

-

Balance as at year end

(30,878)

(26,485)

 

Deferred income tax asset

 

 

31 March 2019

€000

 

31 March 2018

€000

Opening balance

811

240

Relating to LTIP charge for the year

(811)

571

Balance as at year end

-

811

 

The Group is mainly subject to taxation in Germany with the income from the Germany-located rental business with a tax rate of 15.825%. It has tax losses of €333,078,000 (2018: €261,763,000) that are available for offset against future profits of its subsidiaries in which the losses arose under the restrictions of the minimum taxation rule.

11. Earnings per share

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

 

Year ended

31 March 2019

€000

Year ended

31 March 2018

€000

Earnings attributable to the owners of the Company


 

Basic earnings

128,657

81,272

Diluted earnings

128,657

81,272

EPRA earnings

44,995

27,783

Diluted EPRA earnings

44,995

27,783

Headline earnings

43,554

27,755

Diluted headline earnings

43,554

27,755

Adjusted

 


Basic earnings

128,657

81,272

Deduct revaluation surplus

(99,887)

(63,452)

Add loss/deduct gain on sale of properties

(611)

2,502

Tax in relation to the above

15,362

7,433

NCI relating to revaluation, net of related tax

32

-

NCI relating to gain on sale of properties, net of related tax

1

-

Headline earnings after tax

43,554

27,755

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

1,441

(63)

Add adjusting items, net of related tax and NCI(1)

1,101

8,349

Adjusted earnings after tax

46,096

36,041

Number of shares

 


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

1,006,966,788

914,479,339

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

1,011,666,788

939,394,339

Basic earnings per share

12.78c

8.89c

Diluted earnings per share

12.72c

8.65c

Basic EPRA earnings per share

4.47c

3.04c

Diluted EPRA earnings per share

4.45c

2.96c

Headline earnings per share

4.33c

3.04c

Diluted headline earnings per share

4.31c

2.95c

Adjusted earnings per share

4.58c

3.94c

Adjusted diluted earnings per share

4.56c

3.84c

(1)   See reconciliation between adjusting items as stated within earnings per share and those stated within administrative expenses in note 6 below.

 

 

Notes

Year ended

31 March 2019

€000

Year ended

31 March 2018

€000

Non-recurring items

6

209

1,513

Finance restructuring costs

9

-

2,207

Selling costs relating to assets held for sale

6

-

52

LTIP and SIP

6

232

4,310

Change in deferred tax assets

10

811

(571)

Accrual relating to tax treatment of swap break

10

(151)

839

Adjusting items as per note 11

 

1,101

8,349

 

EPRA earnings

 

Year ended

31 March 2019

€000

Year ended

31 March 2018

€000

Basic and diluted earnings attributable to owners of the Company

128,657

81,272

Gain on revaluation of investment properties

(99,887)

(63,452)

(Gain)/loss on disposal of properties (including tax)

(441)

4,423

Change in fair value of derivative financial instruments

1,495

(43)

Deferred tax in respect of EPRA adjustments

15,138

5,492

NCI in respect of the above

33

91

EPRA earnings

44,995

27,783

 

For more information on EPRA earnings refer to Annex 1.

For the calculation of basic, headline, adjusted and diluted earnings per share the number of shares has been reduced by nil shares (2018: 574,892 shares), which are held by the Company as Treasury Shares at 31 March 2019.

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

 

 

2019

 

2018

 

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

1,006,966,788

914,479,339

Effect of grant of SIP shares

-

1,065,000

Effect of grant of LTIP shares

4,700,000

23,850,000

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

1,011,666,788

939,394,339

 

The Company has chosen to report EPRA earnings per share ("EPRA EPS"). EPRA EPS is a definition of earnings as set out by the European Public Real Estate Association. EPRA earnings represents earnings after adjusting for property revaluation, changes in fair value of derivative financial instruments, profits and losses on disposals and deferred tax in respect of EPRA adjustments.

12. Net asset value per share

 

2019

€000

2018

€000

Net asset value


 

Net asset value for the purpose of assets per share


 

(assets attributable to the owners of the Company)

725,808

625,461

Deferred tax arising on revaluation gain, derivative financial instruments and LTIP valuation

41,623

25,674

Derivative financial instruments

902

298

Adjusted net asset value attributable to owners of the Company

768,333

651,433

Number of shares

 


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

1,022,140,875

991,329,614

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

1,026,840,875

1,016,244,614

Net asset value per share

71.01c

63.09c

Adjusted net asset value per share

75.17c

65.71c

EPRA net asset value per share

74.82c

64.18c

Net asset value at the end of the year (basic)

725,808

625,461

Derivative financial instruments at fair value

902

298

Deferred tax in respect of EPRA adjustments

41,623

26,485

EPRA net asset value

768,333

652,244

 

For more information on adjusted net asset value and EPRA net asset value refer to Annex 1.

The number of ordinary shares for the purpose of EPRA net asset value per share is calculated as follows:

 

 

2019

 

2018

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

1,022,140,875

991,329,614

Effect of grant of SIP shares

-

1,065,000

Effect of grant of LTIP shares

4,700,000

23,850,000

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

1,026,840,875

1,016,244,614

 

The number of shares has been reduced by nil shares (2018: 574,892 shares), which are held by the Company as Treasury Shares at 31 March 2019 for the calculation of net asset value and adjusted net asset value per share.

13. Investment properties

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

 

2019

€000

2018

€000

Total investment properties at book value as at 1 April

913,843

727,295

Additions

101,663

127,799

Capital expenditure

27,127

20,662

Disposals

(10,032)

(8,040)

Reclassified as assets held for sale (note 14)

(159,620)

(17,325)

Gain on revaluation above capex

100,092

58,971

Adjustment in respect of lease incentives

(205)

(487)

Movement in Directors' impairment of non-core assets

-

4,968

Total investment properties at book value as at 31 March(1)

972,868

913,843

 

In the prior financial year the Group released a write down of an asset in amount of €4,968,000 which was made as of 31 March 2017 based on challenging market conditions.

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

 

2019

€000

2018

€000

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

975,991

917,340

Adjustment in respect of lease incentives

(3,122)

(3,497)

Total investment properties at book value as at 31 March(1)

972,868

913,843

(1)   Excluding assets held for sale.

 

The fair value (market value) of the Group's investment properties at 31 March 2019 has been arrived at on the basis of a valuation carried out at that date by Cushman & Wakefield LLP (2018: Cushman & Wakefield LLP), an independent valuer accredited in terms of the RICS.

The value of each of the properties has been assessed in accordance with the RICS valuation standards on the basis of market value. See note 2(l) for further details.

The weighted average lease expiry remaining across the whole portfolio at 31 March 2019 was 2.8 years (2018: 2.6 years).

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

 

Year ended

31 March 2019

€000

Year ended

31 March 2018

€000

Gain on revaluation above capex

100,092

58,971

Adjustment in respect of lease incentives

(205)

(487)

Movement in Directors' impairment of non-core assets

-

4,968

Gain on revaluation of investment properties reported in the statement of comprehensive income

99,887

63,452

 

Included in the gain on revaluation of investment properties reported in the statement of comprehensive income are gross gains of €105.0 million and gross losses of €5.1 million (31 March 2018: gross gains of €72.9 million and gross losses of €9.4 million).

Other than the capital commitments disclosed in note 27, the Group is under no contractual obligation to purchase, construct or develop any investment property. The Group is responsible for routine maintenance to the investment properties.

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

As at 31 March 2019

Sector

Market value (€)

Technique

Significant assumption

Traditional business park

593,620,000

Discounted cash flow

Current rental income

 

 

 

Market rental income

 

 

 

Gross initial yield

 

 

 

Discount factor

 

 

 

Void period (months)

 

 

 

Estimated capital value per sqm

€301-€1,141

Modern business park

217,790,000

Discounted cash flow

Current rental income

€463k-€3,169k

 

 

 

Market rental income

 

 

 

Gross initial yield

 

 

 

Discount factor

 

 

 

Void period (months)

 

 

 

Estimated capital value per sqm

Office

164,580,000

Discounted cash flow

Current rental income

 

 

 

Market rental income

 

 

 

Gross initial yield

 

 

 

Discount factor

 

 

 

Void period (months)

 

 

 

Estimated capital value per sqm

 

As at 31 March 2018

Sector

Market value (€)

Technique

Significant assumption

Range

Traditional business park

580,110,000

Discounted cash flow

Current rental income

€190k-€5,858k

 

 

 

Market rental income

€424k-€5,800k

 

 

 

Gross initial yield

0.7%-14.9%

 

 

 

Discount factor

5.8%-12.0%

 

 

 

Void period (months)

12-24

 

 

 

Estimated capital value per sqm

€67-€967

Modern business park

216,400,000

Discounted cash flow

Current rental income

€455k-€3,020k

 

 

 

Market rental income

€478k-€3,469k

 

 

 

Gross initial yield

4.2%-8.9%

 

 

 

Discount factor

6.1%-8.5%

 

 

 

Void period (months)

12-24

 

 

 

Estimated capital value per sqm

€522-€1,426

Office

120,830,000

Discounted cash flow

Current rental income

€0k-€2,045k

 

 

 

Market rental income

€537k-€2,135k

 

 

 

Gross initial yield

0.0%-10.1%

 

 

 

Discount factor

6.3%-8.1%

 

 

 

Void period (months)

12-24

 

 

 

Estimated capital value per sqm

€575-€1,290

 

The valuation for the full portfolio including those assets disclosed within the disposal group is performed on a lease-by-lease basis due to the mixed-use nature of the sites. This gives rise to large ranges in the inputs.

For example, an increase in market rental values of 5% would lead to an increase in the fair value of the investment properties of €57,580,000 and a decrease in market rental values of 5% would lead to a decrease in the fair value of the investment properties of €57,660,000. Similarly, an increase in the discount rates of 0.25% would lead to a decrease in the fair value of the investment properties of €23,480,000 and a decrease in the discount rates of 0.25% would lead to an increase in the fair value of the investment properties of €24,050,000.

Most of the Group's properties are pledged as security for loans obtained by the Group. See note 20 for details.

14. Assets held for sale

Investment properties held for sale

 

31 March 2019

€000

31 March 2018

€000

Bremen Brinkman

-

15,500

Rostock land

-

1,200

Markgröningen residential

-

625

Balance as at year end

-

17,325

 

Disposal group

In March 2019, the Group entered into a contract to dispose of a 65% interest in certain subsidiaries controlled by the Group holding investments in five investment properties to AXA IM - Real Assets. As at 31 March 2019, a disposal has not been recognized as certain conditions of the sale have not been met. The transaction is expected to be complete in July 2019 at which point the Group will cease to control the subsidiaries. The remaining 35% interest will be accounted for as an Investment in associate. Accordingly, the assets and liabilities of the disposal group have been separately presented on the face of the balance sheet as required by IFRS 5.

The proceeds from the disposal group is expected to exceed the carrying value of the related net assets and accordingly no impairment losses have been recognised on the classification of the disposal group as held for sale.

The major classes of the assets and liabilities comprising the disposal group classified as held for sale at 31 March 2019 are as follows:

 

31 March 2019

€000

Assets

 

Investment properties

159,620

Trade and other receivables

1,075

Cash and cash equivalents

3,940

Assets held for sale

164,635

Current liabilities

 

Trade and other payables

(3,659)

Interest-bearing loans and borrowings*

(917)

Current tax liabilities

(15)

Total current liabilities

(4,591)

Non-current liabilities

 

Interest-bearing loans and borrowings**

(47,706)

Deferred tax liabilities

(10,745)

Total non-current liabilities

(58,451)

Liabilities directly associated with assets held for sale

(63,042)

Net assets of the disposal group

101,593

(*)   Including capitalised finance charges in amount of €260,000.

(*)   Including capitalised finance charges in amount of €681.000.

 

The reconciliation of the valuation of investment properties within the disposal group carried out by the external valuer to the carrying values shown in the statement of financial position is as follows:

 

31 March 2019

€000

Investment properties at market value per valuer's report

160,200

Adjustment in respect of lease incentives

(580)

Total investment properties at book value as at 31 March

159,620

 

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

Sector

Market value (€)

Technique

Significant assumption

Traditional business park

125,300,000

Discounted cash flow

Current rental income

 

 

 

Market rental income

 

 

 

Gross initial yield

 

 

 

Discount factor

 

 

 

Void period (months)

 

 

 

Estimated capital value per sqm

€629-€1,094

Modern business park

34,900,000

Discounted cash flow

Current rental income

€2,581k-€2,581k

 

 

 

Market rental income

 

 

 

Gross initial yield

 

 

 

Discount factor

 

 

 

Void period (months)

 

 

 

Estimated capital value per sqm

 

15. Plant and equipment

 

Plant and

equipment

€000

Fixtures

and fittings

€000

Total

€000

Cost

 

 

 

As at 31 March 2018

6,894

3,545

10,439

Additions in year

1,061

628

1,689

Disposals in year

(17)

(16)

(33)

As at 31 March 2019

7,938

4,157

12,095

Depreciation

 

 

 

As at 31 March 2018

(5,286)

(2,027)

(7,313)

Charge for year

(770)

(603)

(1,373)

Disposals in year

14

15

29

As at 31 March 2019

(6,042)

(2,615)

(8,657)

Net book value as at 31 March 2019

1,896

1,542

3,438

Cost

 

 

 

As at 31 March 2017

6,013

2,826

8,839

Additions in year

896

753

1,649

Disposals in year

(15)

(34)

(49)

As at 31 March 2018

6,894

3,545

10,439

Depreciation

 

 

 

As at 31 March 2017

(4,520)

(1,755)

(6,275)

Charge for year

(780)

(306)

(1,086)

Disposals in year

 

14

34

48

As at 31 March 2018

(5,286)

(2,027)

(7,313)

Net book value as at 31 March 2018

1,608

1,518

3,126

 

16. Goodwill

 

2019

€000

2018

€000

Opening balance

3,738

3,738

Closing balance

3,738

3,738

 

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

Goodwill is tested at least annually for impairment and whenever there are indications that goodwill might be impaired. The recoverable amount of a cash-generating unit is based on its value in use. Value in use is the present value of the projected cash flows of the cash-generating unit. The key assumptions regarding the value in use calculations were budgeted growth in revenue and the discount rate applied. Budgeted profit margins were estimated based on actual performance over the past two financial years and expected market changes. The discount rate used is a pre-tax rate and reflects the risks specific to the real estate industry. The Group prepares cash flow forecasts based on the most recent financial budget approved by management, which covers a one year period. Cash flows beyond this period are extrapolated to a period of five years using a revenue growth rate of 2.0% (2018: 2.0%), which is consistent with the long-term average growth rate for the real estate sector. A discount rate of 7.24% (2018: 7.05%) and terminal value of 5.24% (2018: 5.05%) was applied in the impairment review. A discount rate of 8.80% (2018: 8.30%) would be required for the carrying value of goodwill to be greater than the fair value. A negative revenue growth rate of 0.47% (2018: 0.77%) would be required for the carrying value of goodwill to be greater than the fair value.

17. Trade and other receivables

 

2019

€000

Re-presented(*) Year ended 31 March 2018

€000

Trade receivables

4,747

3,899

Other receivables

4,678

3,773

Prepayments

1,403

35,641

Balance as at year end

10,828

43,313

(*) See note 2(b)

Other receivables include lease incentives of €3,122,000 (2018: €3,497,000).

Prepayments include amounts totalling €410,000 (2018: €34,585,000) relating to the acquisition of an asset that completed post year end (see note 30).

18. Cash and cash equivalents

 

2019

€000

2018

€000

Cash at bank

15,954

64,414

Restricted cash

20,388

15,191

Balance as at year end

36,342

79,605

 

Cash at bank earns interest at floating rates based on daily bank deposit rates. The fair value of cash as at 31 March 2019 is €36,342,000 (2018: €79,605,000).

As at 31 March 2019 €20,388,000 (2018: €15,191,000) of cash is held in restricted accounts. €9,227,000 (2018: €8,256,000) relates to deposits received from tenants. An amount of €nil (2018: €16,000) is cash held in escrow as requested by a supplier and €131,000 (2018: €131,000) is held in restricted accounts for office rent deposits. An amount of €2,227,000 (2018: €3,344,000) relates to amounts reserved for future bank loan interest and amortisation payments, pursuant to certain of the Group's banking facilities. An amount of €1,520,000 (2018: €3,268,000) relates to amounts reserved for future capital expenditure. An amount of €983,000 (2018: €176,000) relates to amounts reserved for future debt servicing, pursuant to certain of the Group`s banking facilities and an amount of €6,300,000 (2018: €nil) relates to disposal proceeds retained as security.

For the purpose of the statement of cash flows, cash and cash equivalents comprise the following at 31 March 2019:

 

2019

€000

2018

€000

Cash at bank

15,954

64,414

Restricted cash

20,388

15,191

Cash at bank and restricted cash attributable to the disposal group

3,940

-

Balance as at year end

40,282

79,605

 

19. Trade and other payables

 

2019

€000

2018

€000

Trade payables

4,903

6,381

Accrued expenses

15,510

14,453

Interest and amortisation payable

1,913

2,031

Tenant deposits

9,227

8,737

Unearned revenue

3,682

3,475

Other payables

5,520

5,895

Balance as at year end

40,755

40,972

 

Accrued expenses include costs totalling €5,465,000 (2018: €5,626,000) relating to service charge costs that have not been invoiced to the Group.

Unearned revenue include service charge amounts. All unearned revenue of the prior year was recognised as revenue in the current year.

20. Interest-bearing loans and borrowings

 

 

Interest rate

%

Loan maturity date

2019

€000

2018

€000

Current

 

 


 

Deutsche Genossenschafts-Hypothekenbank AG

 

 


 

- fixed rate facility*

1.59

31 March 2021

-

320

Bayerische Landesbank

 

 


 

- hedged floating rate facility

Hedged(1)

19 October 2020

508

508

SEB AG

 

 


 

- fixed rate facility

1.84

1 September 2022

1,180

1,180

- hedged floating rate facility

Hedged(2)

30 October 2024

459

229

- capped floating rate facility

Capped(3)

25 March 2025

760

760

Berlin Hyp AG/Deutsche Pfandbriefbank AG





- fixed rate facility*

1.66

27 April 2023

2,278

2,551

Berlin Hyp AG

 

 

 


- fixed rate facility*

1.48

29 October 2023

1,826

1,799

K-Bonds I

 

 

 


- fixed rate facility*

6.00

31 July 2020

460

1,000

Saarbrücken Sparkasse

 

 

 


- fixed rate facility

1.53

28 February 2025

737

726

Deutsche Pfandbriefbank AG

 

 

 


- hedged floating rate facility

Hedged(4)

31 December 2023

432

-

- floating rate facility

Capitalised finance charges on all loans

Floating(5)

 

31 December 2023

 

10

(1,242)

-

(1,229)

 

 

 

7,408

7,844

Non-current

 

 


 

Deutsche Genossenschafts-Hypothekenbank AG

 

 


 

- fixed rate facility*

1.59

31 March 2021

-

14,040

Bayerische Landesbank

 

 

 


- hedged floating rate facility

Hedged(1)

19 October 2020

23,098

23,606

SEB AG

 

 

 


- fixed rate facility

1.84

1 September 2022

53,690

54,870

- hedged floating rate facility

Hedged(2)

30 October 2024

22,242

22,701

- capped floating rate facility

Capped(3)

25 March 2025

36,480

37,240

Berlin Hyp AG/Deutsche Pfandbriefbank AG





- fixed rate facility*

1.66

27 April 2023

69,149

81,554

Berlin Hyp AG

 

 

 


- fixed rate facility

1.48

29 October 2023

63,871

65,697

K-Bonds I

 

 

 


- fixed rate facility*

4.00

31 July 2023

20,685

45,000

- fixed rate facility*

6.00

31 July 2020

460

2,000

Saarbrücken Sparkasse

 

 

 


- fixed rate facility

1.53

28 February 2025

16,537

17,274

Deutsche Pfandbriefbank AG

 

 

 


- hedged floating rate facility

Hedged(4)

31 December 2023

21,178

-

- floating rate facility

Capitalised finance charges on all loans

Floating(5)

 

31 December 2023

 

494

(3,831)

-

(4,748)

 

 

 

324,053

359,234

Total

 

 

331,461

367,078

 

(1)   This facility is hedged with a swap charged at a rate of 1.66%.

(2)   Tranche 1 of this facility is fully hedged with a swap charged at a rate of 2.58%; tranche 2 of this facility is fully hedged with a swap charged at a rate of 2.56%.

(3)   This facility is hedged with a cap rate at 0.75% and charged with a floating rate of 1.58% over six month EURIBOR (not less than 0%) for the full term of the loan.

(4)   Tranche 1 of this facility is fully hedged with a swap charged at a rate of 1.40%.

(5)   Tranche 3 of this facility is charged with a floating rate of 1.2% over three month EURIBOR (not less than 0%) for the full term of the loan.

*     This facility has been removed or partially removed into the disposal group (see note 14).

The borrowings are repayable as follows:

 

2019

€000

2018

€000

On demand or within one year

8,650

9,073

In the second year

31,310

9,383

In the third to tenth years inclusive

296,574

354,599

Total

336,534

373,055

 

The Group has pledged 48 (2018: 44) investment properties (including those investment properties disclosed within the disposal group) to secure several separate interest-bearing debt facilities granted to the Group. The 48 (2018: 44) properties had a combined valuation of €1,080,819,000 as at 31 March 2019 (2018: €872,408,000).

Deutsche Genossenschafts-Hypothekenbank AG

On 24 March 2016, the Group agreed to a facility agreement with Deutsche Genossenschafts-Hypothekenbank AG for €16.0 million. As at 31 March 2017 tranche 1 had been drawn down totalling €15.0 million. The loan terminates on 31 March 2021. Amortisation is 2% per annum with the remainder of the loan due in the fifth year. The facility is charged at a fixed interest rate of 1.59%. The facility is secured over one property asset and is subject to various covenants with which the Group has complied. No changes have occurred during the twelve month period ended 31 March 2019.

This loan, amounting to €14.0 million is included within the disposal group detailed in note 14 and included within liabilities directly associated with assets held for sale in the consolidated statement of financial position.

Bayerische Landesbank

On 20 October 2015, the Group agreed to a facility agreement with Bayerische Landesbank for €25.4 million. The loan terminates on 19 October 2020. Amortisation is 2% per annum with the remainder due in the fifth year. The full facility has been hedged at a rate of 1.66% until 19 October 2020 by way of an interest rate swap. The facility is secured over four property assets and is subject to various covenants with which the Group has complied. No changes have occurred during the twelve month period ended 31 March 2019.

SEB AG

On 2 September 2015, the Group agreed to a facility agreement with SEB AG for €59.0 million to refinance the two existing Macquarie loan facilities. The loan terminates on 1 September 2022. Amortisation is 2% per annum with the remainder due in the seventh year. The loan facility is charged at a fixed interest rate of 1.84%. This facility is secured over eleven of the fourteen property assets previously financed through the Macquarie loan facilities. The facility is subject to various covenants with which the Group has complied. No changes have occurred during the twelve month period ended 31 March 2019. On 30 October 2017, the Group agreed to a second facility agreement with SEB AG for €22.9 million. Tranche 1, totalling €20.0 million, has been hedged at a rate of 2.58% until 30 October 2024 by way of an interest rate swap. Tranche 2, totalling €2.9 million, has been hedged at a rate of 2.56% until 30 October 2024 by way of an interest rate swap. The loan terminates on 30 October 2024. Amortisation is 2.0% per annum across the full facility with the remainder due in one instalment on the final maturity date. The facility is secured over three property assets and is subject to various covenants with which the Group has complied. No changes have occurred during the twelve month period ended 31 March 2019.

On 26 March 2018, the Group agreed to a third facility agreement with SEB AG for €38.0 million. The loan terminates on 25 March 2025. Amortisation is 2% per annum with the remainder due in one instalment on the final maturity date. The loan facility is charged with a floating rate of 1.58% over six month EURIBOR (not less than 0%) for the full term of the loan. In accordance with the requirements of the loan facility the Group hedged its exposure to floating interest rates by purchasing a cap in June 2018 which limits the Group's interest rate exposure on the facility to 2.33%. The facility is secured over six property assets and is subject to various covenants with which the Group has complied.

Berlin Hyp AG/Deutsche Pfandbriefbank AG

On 31 March 2014, the Group agreed to a facility agreement with Berlin Hyp AG and Deutsche Pfandbriefbank AG for €115.0 million. The loan was due to terminate on 31 March 2019. Amortisation was 2% p.a. for the first two years, 2.5% for the third year and 3.0% thereafter, with the remainder due in the fifth year. Half of the facility (€55.2 million) was charged interest at 3% plus three month EURIBOR and is capped at 4.5%, and the other half (€55.2 million) was hedged at a rate of 4.265% until 31 March 2019. This facility was secured over nine property assets and was subject to various covenants with which the Group complied. On 28 April 2016, the Group agreed to refinance this facility which had an outstanding balance of €110.4 million at 31 March 2016. The new facility was split in two tranches totalling €137.0 million and is due to terminate on 27 April 2023. Tranche 1, totalling €94.5 million, is charged at a fixed interest rate of 1.66% for the full term of the loan. Tranche 2, totalling €42.5 million, was charged with a floating rate of 1.57% over three month EURIBOR (not less than 0%) for the full term of the loan. Amortisation is set at 2.5% across the full facility with the remainder due in one instalment on the final maturity date. The facility was secured over eleven property assets and is subject to various covenants with which the Group has complied.

On 30 June 2017, the Group repaid a total of €5.8 million from Tranche 1 following the disposal of the Düsseldorf asset. On 30 September 2017, the Group repaid tranche 2 of the loan in full amounting to €40.9 million following the disposal of the Munich Rupert Mayer Strasse asset. The facility comprising only tranche 1 is now secured over nine property assets. No changes have occurred during the twelve month period ended 31 March 2019.

A total of €10.1 million of this loan is included within the disposal group detailed in note 14 and included within liabilities directly associated with assets held for sale in the consolidated statement of financial position.

Berlin Hyp AG

On 15 December 2014, the Group agreed to a facility agreement with Berlin Hyp AG for €36.0 million. The loan was due to terminate on 31 December 2019. Amortisation was 2% per annum for the first two years, 2.4% for the third year and 2.8% thereafter, with the remainder due in the fifth year. The facility was charged at a fixed interest rate of 2.85%. This facility was secured over three property assets and was subject to various covenants with which the Group complied. On 28 April 2016, the Group agreed to add an additional tranche to this facility which had an outstanding balance of €35.1 million at 31 March 2016. The additional tranche of €4.5 million brought the total loan to €39.6 million. The maturity of the additional loan tranche was coterminous with the existing loan at 31 December 2019. Amortisation was 2.5% per annum, with the remainder due at maturity. The additional loan tranche was charged with a fixed interest rate of 1.32% for the full term of the loan. The original facility agreement was amended to include one previously unencumbered property asset located in Würselen. The loan was subject to various covenants with which the Group complied.

On 20 October 2016, the Group concluded an agreement with Berlin Hyp AG to refinance and extend this facility which had an outstanding balance of €39.2 million at 30 September 2016. The new facility totals €70.0 million and terminates on 29 October 2023. Amortisation is 2.5% per annum with the remainder due at maturity. The facility is charged with an all-in fixed interest rate of 1.48% for the full term of the loan. The facility is secured over six property assets. The loan is subject to various covenants with which the Group has complied. No changes have occurred during the twelve month period ended 31 March 2019.

K-Bonds

On 1 August 2013, the Group agreed to a facility agreement with K-Bonds for €52.0 million. The loan consists of a senior tranche of €45.0 million and a junior tranche of €7.0 million. The senior tranche has a fixed interest rate of 4% per annum and is due in one sum on 31 July 2023. The junior tranche has a fixed interest rate of 6% and terminates on 31 July 2020. The junior tranche is amortised at €1.0 million per annum over a seven year period. This facility is secured over three properties and is subject to various covenants with which the Group has complied. No changes have occurred during the twelve month period ended 31 March 2019.

A total of €25.4 million of the loan is included within the disposal group detailed in note 14 and included within liabilities directly associated with assets held for sale in the consolidated statement of financial position.

Saarbrücken Sparkasse

On 28 March 2018, the Group agreed to a facility agreement with Saarbrücken Sparkasse for €18.0 million. The loan terminates on 28 February 2025. Amortisation is 4.0% per annum with the remainder due in one instalment on the final maturity date. The facility is charged with an all-in fixed interest rate of 1.53% for the full term of the loan. The facility is secured over one property asset and is subject to various covenants with which the Group has complied. No changes have occurred during the twelve month period ended 31 March 2019.

Deutsche Pfandbriefbank AG

On 19 January 2019, the Group agreed to a facility agreement with Deutsche Pfandbriefbank AG for €56.0 million. Tranche 1, totalling €21.6 million, has been hedged at a rate of 1.40% until 31 December 2023 by way of an interest rate swap. A first draw down of tranche 3 totalling €0.5 million is charged with a floating rate of 1.20% over three month EURIBOR (not less than 0%) until 31 December 2023 and requires a hedging instrument to be put in place in order to fix the rate before the end of 30 June 2019. The loan terminates on 31 December 2023. Amortisation is 2% per annum with the remainder due in one instalment on the final maturity date. This facility is secured over four property assets and is subject to various covenants with which the Group has complied.

A summary of the Group's debt covenants including those disclosed in the disposal group is set out below:

 

Outstanding

 at

31 March

2019

 €000

Property

values at

31 March

2019

€000

Loan

to value

ratio at

31 March

2019(1)

Required loan

to value

covenant at

31 March

2019

Interest

cover

ratio at

31 March

2019 (2)

Debt service

cover

ratio at

31 March

2019(2)

Debt yield

ratio at

31 March

2019(2)

Cover ratio

covenant at

31 March

2019

Deutsche Genossenschafts-Hypothekenbank AG

14,040

34,861

40.3%

68.0%

n/a

2.03

n/a

1.25

Bayerische Landesbank

23,606

74,196

31.8%

65.0%

n/a

4.73

n/a

2.50

SEB AG

54,870

142,612

38.5%

55.0%

7.52

n/a

n/a

5.90

SEB AG II

22,701

47,461

47.8%

61.5%

n/a

n/a

8.0%

1.90

SEB AG III

37,240

80,277

46.4%

60.0%

n/a

n/a

11.5%

7.50

Berlin Hyp AG/Deutsche Pfandbriefbank AG

81,554

307,936

26.5%

62.5%

n/a

3.46

n/a

1.50

Berlin Hyp AG

65,697

173,485

37.9%

65.0%

n/a

3.59

n/a

1.40

K-Bonds I

47,000

126,723

37.1%

n/a

4.98

n/a

n/a

2.50

Saarbrücken Sparkasse

17,274

29,100

59.4%

n/a

n/a

2.52

n/a

2.00

Deutsche Pfandbriefbank AG

22,114

64,168

34.5%

60%

n/a

n/a

10.15

6.50

Unencumbered properties

-

51,669

n/a






Total

386,096

1,132,488

34.1%






 

(1)   Based on Cushman & Wakefield LLP valuations adjusted in respect of lease incentives.

(2)   Based on contractual calculations which are often less representative of actual trading performance.

 

Reconciliation of movements of liabilities arising from financing activities:

 

Liabilities

 

Derivatives

held to hedge

long-term

borrowings

 

 

 

Loans and

 borrowings

Other

liabilities

 

Interest rate

swap used

for hedging

liabilities

 

Total

As at 31 March 2017

341,792

509

 

341

 

342,642

Changes from financing cash flow

 

 

 

 

 

 

Proceeds from loans and borrowings

78,930

-

 

-

 

78,930

Repayment of loans

(53,551)

-

 

-

 

(53,551)

Transaction cost related to loans and borrowings

-

-

 

-

 

-

Exit fees/prepayment penalties

-

(1,348)

 

-

 

(1,348)

Interest paid

-

(7,451)

 

-

 

(7,451)

Total cash movements

25,379

(8,799)

 

-

 

16,580

Changes in fair value

-

-

 

(43)

 

(43)

Accrued amortisation and interest

(903)

10,322

 

-

 

9,419

Transaction cost related to loans and borrowings

810

-

 

-

 

810

Reclassified as part of disposal group

-

-

 

-

 

-

Total non-cash movements

(93)

10,322

 

(43)

 

10,186

As at 31 March 2018

367,078

2,032

 

298

 

369,408

Changes from financing cash flow

 

 

 

 

 

 

Proceeds from loans and borrowings

22,114

-

 

-

 

22,114

Repayment of loans

(8,135)

(927)

 

-

 

(9,062)

Transaction cost related to loans and borrowings

(1,406)

-

 

-

 

(1,406)

Exit fees/prepayment penalties

-

-

 

-

 

-

Interest paid

-

(7,411)

 

-

 

(7,411)

Total cash movements

12,573

(8,338)

 

-

 

4,235

Changes in fair value

-

-

 

854

 

854

Accrued amortisation and interest

(856)

8,025

 

-

 

7,169

Transaction cost related to loans and borrowings

1,369

-

 

-

 

1,369

Reclassified as part of disposal group

(48,703)

(382)

 

-

 

(49,085)

Total non-cash movements

(48,190)

7,643

 

854

 

(39,693)

As at 31 March 2019

331,461

1,337

 

1,152

 

333,950

 

21. Financial risk management objectives and policies

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

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

Credit risk

Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. The risk management policies employed by the Group to manage these risks are discussed below. In the event of a default by an occupational tenant, the Group will suffer a rental shortfall and incur additional costs, including expenses incurred to try and recover the defaulted amounts and legal expenses in maintaining, insuring and marketing the property until it is re-let. During the year, the Group monitored the tenants in order to anticipate and minimise the impact of defaults by occupational tenants, as well as to ensure that the Group has a diversified tenant base.

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

 

2019

€000

2018

€000

Trade receivables

4,747

3,899

Other receivables

3,368

2,026

Derivative financial instruments

250

-

Cash and cash equivalents

36,342

79,605

 

44,707

85,530

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

 

Gross

2019

€000

Impairment

2019

€000

Gross

2018

€000

Impairment

2018

€000

0-30 days

5,521

(1,467)

5,238

(1,984)

31-120 days (past due)

513

(327)

437

(298)

More than 120 days

2,235

(1,728)

2,702

(2,196)

 

8,269

(3,522)

8,377

(4,478)

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

 

2019

€000

2018

€000

Balance at 1 April

(4,478)

(4,142)

Impairment loss released/(recognised)

956

(336)

Balance at 31 March

(3,522)

(4,478)

 

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

Most trade receivables are generally due one month in advance. The exception is service charge balancing billing, which is due ten days after it has been invoiced. Included in the Group's trade receivables are debtors with carrying amounts of €4,747,000 (2018: €3,899,000) that are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable.

No impairment has been recognised relating to non-current receivables in the period. 

Liquidity risk

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

The table below summarises the maturity profile of the Group's financial liabilities as at 31 March 2019, based on contractual undiscounted payments:

Year ended 31 March 2019

Bank and

shareholder

loans

€000

Derivative

 financial

instruments

€000

Trade

and other

payables

€000

Total

€000

Undiscounted amounts payable in:





Six months or less

(7,641)

(157)

(19,241)

(27,039)

Six months to one year

(7,157)

(156)

-

(7,313)

One to two years

(37,117)

(239)

-

(37,356)

Two to five years

(241,852)

(451)

-

(242,303)

Five to ten years

(68,339)

(84)

-

(68,423)

 

(362,106)

(1,087)

(19,241)

(382,434)

Interest

25,572

1,087

-

26,659

 

(336,534)

-

(19,241)

(355,775)

 

Year ended 31 March 2018

Bank and

shareholder

loans

€000

Derivative

 financial

instruments

€000

Trade

and other

payables

€000

Total

€000

Undiscounted amounts payable in:





Six months or less

(8,659)

(165)

(40,972)

(49,796)

Six months to one year

(7,851)

(163)

-

(8,014)

One to two years

(16,627)

(323)

-

(16,950)

Two to five years

(129,888)

(549)

-

(130,437)

Five to ten years

(246,970)

(231)

-

(247,201)

 

(409,995)

(1,431)

(40,972)

(452,398)

Interest

36,940

1,431

-

38,371

 

(373,055)

-

(40,972)

(414,027)

 

Currency risk

There is no significant foreign currency risk as most of the assets and liabilities of the Group are maintained in euros. Small amounts of UK sterling and South African rand are held to ensure payments made in UK sterling and South African rand can be achieved at an effective rate.

Interest rate risk

The Group's exposure to interest rate risk relates primarily to the Group's long-term floating rate debt obligations. The Group's policy is to mitigate interest rate risk by ensuring that a minimum of 80% of its total borrowing is at fixed or capped interest rates by taking out fixed rate loans or derivative financial instruments to hedge interest rate exposure, or interest rate caps.

A change in interest will only have an impact on the floating loans capped due to the fact that the other loans have a general fixed interest rate or they are effectively fixed by a swap. An increase in 100bps in interest rate would result in a decreased post tax profit in the consolidated statement of comprehensive income of €290,000 (excluding the movement on derivative financial instruments) and a decrease in 100bps in interest rate would result in an increased post tax profit in the consolidated statement of comprehensive income of €290,000 (excluding the movement on derivative financial instruments).

Market risk

The Group's activities are within the real estate market, exposing it to very specific industry risks.

The yields available from investments in real estate depend primarily on the amount of revenue earned and capital appreciation generated by the relevant properties, as well as expenses incurred. If properties do not generate sufficient revenues to meet operating expenses, including debt service and capital expenditure, the Group's revenue will be adversely affected.

Revenues from properties may be adversely affected by: the general economic climate; local conditions, such as an oversupply of properties, or a reduction in demand for properties, in the market in which the Group operates; the attractiveness of the properties to the tenants; the quality of the management; competition from other available properties; and increased operating costs.

In addition, the Group's revenue would be adversely affected if a significant number of tenants were unable to pay rent or its properties could not be rented on favourable terms. Certain significant expenditures associated with each equity investment in real estate (such as external financing costs, real estate taxes and maintenance costs) are generally not reduced when circumstances cause a reduction in revenue from properties. By diversifying in product, risk categories and tenants, the Group expects to lower the risk profile of the portfolio.

Capital management

The Group seeks to enhance shareholder value both by investing in the business so as to improve the return on investment and by managing the capital structure.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, issue shares or undertake transactions such as those that occurred with the internalisation of the Asset Management Agreement.

The Company holds none of its own shares as Treasury Shares. During the year to 31 March 2019 574,892 shares were issued from treasury and no shares were bought back.

The Group monitors capital using a gross debt to property assets ratio, which was 34.1% including investment properties held for sale and corresponding interest-bearing loans and borrowings as at 31 March 2019 (2018: 40.1%).

The Group is not subject to externally imposed capital requirements other than those related to the covenants of the bank loan facilities.

22. Financial instruments

Fair values

Set out below is a comparison by category of carrying amounts and fair values of all of the Group's financial instruments that are carried in the financial statements (excluding assets held for sale and liabilities directly associated with assets held for sale):

 

Fair value hierarchy level

2019

 

2018

 

 

 

 

Carrying

amount

€000

Fair

value

€000

 

Carrying

amount

€000

Fair

value

€000

Financial assets





 

 

Cash

1

36,342

36,342


79,605

79,605

Trade and other receivables

2

8,115

8,115


5,925

5,925

Derivative financial instruments

2

250

250

 

-

-

Financial liabilities

 

 

 




Trade and other payables

2

19,241

19,241


19,803

19,803

Derivative financial instruments

2

1,152

1,152


298

298

Interest-bearing loans and borrowings(1):

 

 

 




Floating rate borrowings

2

504

504


38,000

38,000

Floating rate borrowings - hedged(2)

2

67,917

67,917


47,044

47,044

Floating rate borrowings - capped(2)

2

37,240

37,240


-

-

Fixed rate borrowings

2

230,873

232,515

 

288,011

293,547

 

(1)   Excludes loan issue costs.

(2)   The Group holds interest rate swap contracts and a cap contract designed to manage the interest rate and liquidity risks of expected cash flows of its borrowings with the variable rate facilities with Bayerische Landesbank, SEB AG and Deutsche Pfandbriefbank AG. Please refer to note 20 for details of swap and cap contracts.

 

Fair value hierarchy

For financial assets or liabilities measured at amortised cost and whose carrying value is a reasonable approximation to fair value there is no requirement to analyse their value in the fair value hierarchy.

The table below analyses financial instruments measured at fair value into a fair value hierarchy based on the valuation technique used to determine fair value:

Level 1:  quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2:  inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3:  inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The interest rate swap contract is reset on a quarterly basis. The Company will settle the difference between the fixed and floating interest rates on a net basis. The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date. The average interest rate is based on the outstanding balances at the end of the reporting period. The interest rate swap is measured at fair value with changes recognised in profit or loss.

Interest rate risk

The following table sets out the carrying amount, by maturity, of the Group's financial instruments that are exposed to interest rate risk:

2019

Within 1 year

€000

1-2 years

€000

2-3 years

€000

3-4 years

€000

4+ years

€000

Total

€000

SEB AG

(760)

(760)

(760)

(760)

(34,200)

(37,240)

Deutsche Pfandbriefbank AG

(10)

(10)

(10)

(10)

(464)

(504)

 

2018

Within 1 year

€000

1-2 years

€000

2-3 years

€000

3-4 years

€000

4+ years

€000

Total

€000

SEB AG

(760)

(760)

(760)

(760)

(34,960)

(38,000)

 

The other financial instruments of the Group that are not included in the above tables are non-interest bearing or have fixed interest rates and are therefore not subject to interest rate risk.

23. Issued share capital

Authorised

Number

of shares

Share

capital

Ordinary shares of no par value

Unlimited

-

As at 31 March 2019 and 31 March 2018

Unlimited

-

The number of ordinary shares of no par value as at 31 March 2019 was unlimited.

Issued and fully paid

Number

of shares

Share

capital

As at 31 March 2017

877,786,535

-

Issued ordinary shares

113,055,913

-

Issued Treasury Shares

487,166

-

As at 31 March 2018

991,329,614

-

Issued ordinary shares

30,236,369

-

Issued Treasury Shares

574,892

-

As at 31 March 2019

1,022,140,875

-

 

Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting. Shares held in treasury are not entitled to receive dividends or to vote at general meetings.

On 9 July 2018, the Company issued 14,804,000 ordinary shares to the Company's two Executive Directors and some of the Group's Senior Management Team, pursuant to the Company's LTIP. This resulted in the Company's overall issued share capital being 1,006,708,506 ordinary shares, of which 574,892 were held in treasury. The total number of ordinary shares with voting rights in the Company at this date was 1,006,133,614.

Pursuant to a scrip dividend offering on 17 August 2018, the Company issued 3,288,212 ordinary shares at an issue price of £0.6499 resulting in the Company's overall issued share capital being 1,009,996,718 ordinary shares, of which 574,892 were held in treasury. The total number of ordinary shares with voting rights in the Company at this date was 1,009,421,826.

On 7 January 2019, the Company issued 1,545,108 ordinary shares to one of the Company's Executive Directors, pursuant to the Company's LTIP. The 574,892 shares that were held in treasury were used to supplement this issue and are no longer held by the company. This resulted in the Company's overall issued share capital being 1,011,541,826 ordinary shares. The total number of ordinary shares with voting rights in the Company at this date was 1,011,541,826.

Pursuant to a scrip dividend offering on 18 January 2019, the Company issued 9,537,983 ordinary shares at an issue price of £0.6585 resulting in the Company's overall issued share capital being 1,021,079,809 ordinary shares. There are no shares held in treasury. The total number of ordinary shares with voting rights in the Company at this date was 1,021,079,809.

On 11 March 2019, the Company issued 1,061,066 ordinary shares to 106 participants, pursuant to the Company's LTIP and SIP. This resulted in the Company's overall issued share capital being 1,022,140,875. The total number of ordinary shares with voting rights in the Company at this date was 1,022,140,875.

The Company holds none of its own shares in treasury (2018: 574,892). During the year 574,892 shares were issued from treasury (2018: 487,166).

All shares issued in the period were issued under general authority. No shares were bought back in the year.

24. Other reserves

Other distributable reserve

The other distributable reserve was created for the payment of dividends, share-based payment transactions and the buyback of shares and is €491,016,000 in total at 31 March 2019 (2018: €519,320,000).

25. Dividends

On 4 June 2018, the Company announced a dividend of 1.60c per share, with a record date of 13 July 2018 for UK and South African shareholders and payable on 17 August 2018. On the record date, 1,006,708,506 shares were in issue, of which 574,892 were held in treasury and 1,006,133,614 were entitled to participate in the dividend. Holders of 150,721,277 shares elected to receive the dividend in ordinary shares under the Scrip Dividend Alternative, representing a dividend of €2,412,000, while holders of 854,937,248 shares opted for a cash dividend with a value of €13,587,000. The Company's Employee Benefit Trust waived its rights to the dividend, reducing the cash payable to €13,579,000. The total dividend was €15,991,000.

On 19 November 2018, the Company announced a dividend of 1.63c per share, with a record date of 14 December 2018 for UK and South African shareholders and payable on 18 January 2019. On the record date, 1,011,541,826 shares were in issue. Since there were no shares held in treasury, 1,011,541,826 shares were entitled to participate in the dividend. Holders of 385,359,335 shares elected to receive the dividend in ordinary shares under the Scrip Dividend Alternative, representing a dividend of €6,281,000 while holders of 626,182,491 shares opted for a cash dividend with a value of €10,207,000. The Company's Employee Benefit Trust waived its rights to the dividend, reducing the cash payable to €10,185,000. The total dividend was €16,466,000.

The Group's profit attributable to the equity holders of the Company for the year was €128.7 million (2018: €81.3 million). The Board has declared a final dividend of 1.73c per share for the year ended 31 March 2019 representing a pay-out ratio of 70% of FFO(1). It is expected that for the period's final dividend the ex-dividend date will be on 10 July 2019 for shareholders on the South African register and 11 July 2019 for shareholders on the UK register. It is further expected that the record date will be on 12 July 2019 for shareholders on the South African and UK registers and the dividend will be paid on 22 August 2019 for shareholders on both registers.

The dividend paid per the statement of changes in equity is the value of the cash dividend.

(1)   Adjusted profit before tax adjusted for depreciation, amortisation of financing fees and current tax receivable/incurred and tax relating to disposals.

 

The dividend per share was calculated as follows:

 

31 March 2019

€m

31 March 2018

€m

Reported profit before tax

144.7

89.6

Adjustments for:

 


Gain on revaluation of investment properties

(99.9)

(63.5)

(Gain)/loss of disposal of properties

(0.6)

2.5

Other adjusting items(1)

0.4

8.1

Change in fair value of financial derivatives

1.5

-

Adjusted profit before tax

46.1

36.7

Adjustments for:

 


Depreciation

1.4

1.1

Amortisation of financing fees

1.4

1.2

Current taxes incurred (see note 10)

-

(3.4)

Add back current tax relating to disposals and prior year adjustments

(0.5)

2.8

Funds from operations, year ended 31 March

48.4

38.4

Funds from operations, six months ended 30 September

23.3

18.5

Funds from operations, six months ended 31 March

25.1

19.9

Dividend pool, six months ended 30 September

16.5

14.4

Dividend pool, six months ended 31 March(2)

17.7

15.9

Dividend per share, six months ended 30 September

1.63c

1.56c

Dividend per share, six months ended 31 March

1.73c

1.60c

(1)   Includes the net effect of management LTIP awards and expected costs associated with the disposal group. See note 11 for details.

(2)   Calculated as 70% of FFO of 2.47c per share (31 March 2018: 2.13c per share using 75% of FFO) based on average number of shares outstanding of 1,014,348,392 (31 March 2018: 930,142,690).

 

For more information on adjusted profit before tax and funds from operations refer to Annex 1.

26. Related parties

Key management personnel compensation

Fees paid to people or entities considered to be key management personnel of the Group during the year include:

 

2019

€000

2018

€000

Directors' fees

309

336

Salary and employee benefits

3,151

3,034

Share-based payments

232

3,550

Total

3,692

6,920

 

The share-based payments relating to key management personnel for the year ended 31 March 2019 include an expense of €232,000 (2018: €3,550,000) for the granting of shares under the LTIP (see note 8).

Information on Directors' emoluments is given in the Remuneration report..

27. Capital and other commitments

The Group's operating lease commitments derived from office rental contracts are as follows:

 

2019

€000

2018

€000

Less than one year

7,244

6,984

Between one and five years

15,801

21,909

More than five years

262

529

 

23,306

29,422

 

As at 31 March 2019, the Group had contracted capital expenditure for development and enhancements on existing properties of €8,041,000 (2018: €8,745,000). In addition, the Group had commitments of €6,995,000 (31 March 2018: €7,053,000) for leasehold obligations.

These were committed but not yet provided for in the financial statements.

28. Operating lease arrangements

Group as lessor

All properties leased by the Group are under operating leases and the future minimum lease payments receivable under non-cancellable leases are as follows:

 

2019

€000

2018*

€000

Less than one year

74,809

66,355

Between one and five years

135,476

112,125

More than five years

29,996

23,827

 

240,281

202,307

*      The comparative year has been restated on the basis of sub leases as per the current year.

The Group leases out its investment properties under operating leases. Most operating leases are for terms of one to ten years.

Group as lessee

During the year the Group has expensed lease payments in amount of €6,291,000 (2018: 6,078,000).

29. List of subsidiary undertakings

The Group consists of 89 subsidiary companies. All subsidiaries are consolidated in full in accordance with IFRS.

Company name

Country

of incorporation

Ownership at

31 March 2019

%

Ownership at

31 March 2018

%

Curris Facilities & Utilities Management GmbH

Germany

100.00

100.00

DDS Aspen B.V.

Netherlands

100.00

100.00

DDS Bagnut B.V.

Netherlands

100.00

100.00

DDS Business Centers B.V.

Netherlands

100.00

100.00

DDS Conferencing & Catering GmbH

Germany

100.00

100.00

DDS Edelweiss B.V.

Netherlands

100.00

100.00

DDS Elm B.V.

Netherlands

100.00

100.00

DDS Fir B.V.

Netherlands

100.00

100.00

DDS Hawthorn B.V.

Netherlands

100.00

100.00

DDS Hazel B.V.

Netherlands

100.00

100.00

DDS Hyacinth B.V.

Netherlands

100.00

100.00

DDS Lark B.V.

Netherlands

100.00

100.00

DDS Lime B.V.

Netherlands

100.00

100.00

DDS Maple B.V.

Netherlands

100.00

100.00

DDS Mulberry B.V.

Netherlands

100.00

100.00

DDS Rose B.V.

Netherlands

100.00

100.00

DDS Walnut B.V.

Netherlands

100.00

100.00

DDS Yew B.V.

Netherlands

100.00

100.00

LB² Catering and Services GmbH

Germany

100.00

100.00

Marba Daffodil B.V.

Netherlands

100.00

100.00

Marba Holland B.V.

Netherlands

100.00

100.00

Marba Lavender B.V.

Netherlands

100.00

100.00

Marba Olive B.V.

Netherlands

100.00

100.00

Marba Violin B.V.

Netherlands

100.00

100.00

Marba Willstätt B.V.

Netherlands

100.00

100.00

SFG NOVA Construction and Services GmbH

Germany

100.00

100.00

Sirius Acerola GmbH & Co. KG

Germany

100.00

100.00

Sirius Alder B.V.

Netherlands

100.00

100.00

Sirius Aloe GmbH & Co. KG

Germany

100.00

100.00

Sirius Ash B.V.

Netherlands

100.00

100.00

Sirius Aster GmbH & Co. KG K

Germany

100.00

100.00

Sirius Beech B.V.

Netherlands

100.00

100.00

Sirius Birch GmbH & Co. KG

Germany

100.00

n/a

Sirius Coöperatief U.A.

Netherlands

100.00

100.00

Sirius Corporate Services B.V.

Netherlands

100.00

100.00

Sirius Dahlia GmbH & Co. KG

Germany

100.00

n/a

Sirius Facilities (UK) Limited

UK

100.00

100.00

Sirius Facilities GmbH

Germany

100.00

100.00

Sirius Finance (Guernsey) Ltd.

Guernsey

100.00

100.00

Sirius Four B.V.

Netherlands

100.00

100.00

Sirius Frankfurt Erste GmbH & Co. KG

Germany

100.00

100.00

Sirius Gum B.V.

Netherlands

100.00

100.00

Sirius Ivy B.V.

Netherlands

100.00

100.00

Sirius Juniper B.V.

Netherlands

100.00

100.00

Sirius Krefeld Erste GmbH & Co. KG

Germany

100.00

100.00

Sirius Laburnum B.V.

Netherlands

100.00

100.00

Sirius Lily B.V.

Netherlands

100.00

100.00

Sirius Management One GmbH

Germany

100.00

100.00

Sirius Management Two GmbH

Germany

100.00

100.00

Sirius Management Three GmbH

Germany

100.00

100.00

Sirius Management Four GmbH

Germany

100.00

100.00

Sirius Management Five GmbH

Germany

100.00

100.00

Sirius Management Six GmbH

Germany

100.00

100.00

Sirius Mannheim B.V.

Netherlands

100.00

100.00

Sirius Oak B.V.

Netherlands

100.00

100.00

Sirius One B.V.

Netherlands

100.00

100.00

Sirius Orange B.V.

Netherlands

100.00

100.00

Sirius Orchid B.V.

Netherlands

100.00

100.00

Sirius Pine B.V.

Netherlands

100.00

100.00

Sirius Tamarack B.V.

Netherlands

100.00

100.00

Sirius Three B.V.

Netherlands

100.00

100.00

Sirius Tulip B.V.

Netherlands

100.00

100.00

Sirius Two B.V.

Netherlands

100.00

100.00

Sirius Willow B.V.

Netherlands

100.00

100.00

Marba Bonn B.V.

Netherlands

99.73

99.73

Marba Bremen B.V.

Netherlands

99.73

99.73

Marba Brinkmann B.V.

Netherlands

99.73

99.73

Marba Catalpa B.V.

Netherlands

99.73

99.73

Marba Cedarwood B.V.

Netherlands

99.73

99.73

Marba Chestnut B.V.

Netherlands

99.73

99.73

Marba Dandelion B.V.

Netherlands

99.73

99.73

Marba Dutch Holdings B.V.

Netherlands

99.73

99.73

Marba Foxglove B.V.

Netherlands

99.73

99.73

Marba HAG B.V.

Netherlands

99.73

99.73

Marba Hornbeam B.V.

Netherlands

99.73

99.73

Marba Königswinter B.V.

Netherlands

99.73

99.73

Marba Maintal B.V.

Netherlands

99.73

99.73

Marba Marigold B.V.

Netherlands

99.73

99.73

Marba Merseburg B.V.

Netherlands

99.73

99.73

Marba Mimosa B.V.

Netherlands

99.73

99.73

Marba Regensburg B.V.

Netherlands

99.73

99.73

Marba Saffron B.V.

Netherlands

99.73

99.73

Marba Troisdorf B.V.

Netherlands

99.73

99.73

Sirius Almond GmbH & Co. KG

Germany

99.73

99.73

Sirius Bluebell GmbH & Co. KG

Germany

99.73

99.73

Sirius Cypress GmbH & Co. KG

Germany

99.73

n/a

Sirius Administration One GmbH & Co KG

Germany

94.80

94.80

Sirius Administration Two GmbH & Co KG

Germany

94.80

94.80

Verwaltungsgesellschaft Gewerbepark Bilderstöckchen GmbH

Germany

94.15

94.15

 

30. Post balance sheet events

On 10 May 2019, the Group completed the acquisition of a business park located in Buxtehude, near Hamburg. Total acquisition costs are expected to be €8.7 million. The property is a mixed-use business park and has a net lettable area of 28,532 sqm. The property is 100% vacant.

On 31 May 2019, the Group completed the acquisition of a business park located in Teningen, near Freiburg. Total acquisition costs are expected to be €6.5 million. The property is a mixed-use business park and has a net lettable area of 20,062 sqm. The property is 88% occupied and let to seven tenants, producing an annual income of €0.8 million and having a remaining weighted average lease term of 1.6 years.

 

Business analysis (Unaudited Information)

Non-IFRS measures

 

Year ended

31 March 2019

€000

Year ended

31 March 2018

€000

Total comprehensive income for the year attributable to the owners of the Company

128,657

81,272

Gain on revaluation of investment properties

(99,887)

(63,452)

(Gain)/loss on disposal of properties (net of related tax)

(441)

4,423

Change in fair value of derivative financial instruments

1,495

(43)

Deferred tax in respect of EPRA adjustments

15,138

5,492

NCI in respect of the above

33

91

EPRA earnings

44,995

27,783

Add change in deferred tax relating to derivative financial instruments

54

20

Add change in fair value of derivative financial instruments

(1,495)

43

NCI in respect of the above

-

(91)

Headline earnings after tax

43,554

27,755

Add/deduct change in fair value of derivative financial instruments net of related tax

1,441

(63)

Add adjusting items(1), net of related tax

1,101

8,349

Adjusted earnings after tax

46,096

36,041

 

(1)   See note 11 to the financial statements.

 

Year ended

31 March 2019

€000

Year ended

31 March 2018

€000

EPRA earnings

44,995

27,783

Weighted average number of ordinary shares

1,006,966,788

914,479,339

EPRA earnings per share (cents)

4.47

3.04

Headline earnings after tax

43,554

27,755

Weighted average number of ordinary shares

1,006,966,788

914,479,339

Headline earnings per share (cents)

4.33

3.04

Adjusted earnings after tax

46,096

36,041

Weighted average number of ordinary shares

1,006,966,788

914,479,339

Adjusted earnings per share (cents)

4.58

3.94

 

Geographical property analysis

March 2019

No. of owned

properties

Total sqm

000

Occupancy

Rate psqm

Annualised

 rent roll

€m

 % of portfolio

 by annualised rent roll

Value

€m(1)

Gross yield

WALE

rent

WALE

sqm

Frankfurt

14

320

87.4%

5.99

20.1

23%

258.8

7.8%

2.3

2.2

Berlin

6

204

93.7%

5.86

13.5

15%

190.8

7.1%

3.4

3.6

Stuttgart

7

258

89.6%

4.70

13.0

15%

154.4

8.4%

2.6

2.6

Cologne

7

127

90.4%

7.16

9.9

11%

125.8

7.9%

2.3

2.3

Munich

2

105

81.6%

6.72

6.9

8%

115.2

6.0%

3.7

4.1

Düsseldorf

9

160

85.2%

5.15

8.4

10%

104.9

8.0%

2.5

2.1

Hamburg

2

51

60.0%

4.43

1.6

2%

25.8

6.3%

1.7

1.7

Other

8

245

80.2%

6.10

14.4

16%

156.8

9.2%

3.1

3.0

Total

55

1,470

86.1%

5.78

87.8

100%

1,132.5

7.8%

2.8

2.8

(1)   Including investment properties within the disposal group.

 

Usage analysis

Usage

Total sqm

% of total sqm

Occupied sqm

% of occupied sqm

Annualised rent roll €m

% of Annualised rent roll

Vacant sqm

Rate psqm €

Office

459,735

31.3%

379,085

29.9%

33.5

38.1%

80,650

7.37

Storage

472,550

32.2%

399,124

31.5%

20.6

23.5%

73,426

4.31

Production

339,885

23.1%

327,486

25.9%

16.8

19.1%

12,399

4.26

Smartspace

86,997

5.9%

64,135

5.1%

5.7

6.5%

22,862

7.36

Other(1)

110,508

7.5%

95,928

7.6%

11.2

12.8%

14,580

9.74

Total

1,469,675

100.0%

1,265,758

100.0%

87.8

100.0%

203,917

5.78

(1)   Other includes: catering, other usage, residential, retail, technical space, land and car parking.

 

Lease expiry profile of future minimum lease payments receivable under non-cancellable leases by income:


Office €'000

Production €'000

Storage €'000

Smartspace €'000

Other €'000

Adjustments in relation to lease incentives €'000

Total €'000

Less than 1 year

29,525

15,798

17,836

2,468

9,533

(350)

74,809

Between 1 and 5 years

53,133

32,653

32,134

635

16,971

(51)

135,476

More than 5 years

13,075

6,448

5,700

-

4,779

(5)

29,996

Total

95,733

54,899

55,669

3,103

31,283

(406)

240,281

 

Lease expiry profile by future minimum lease payments receivable under non-cancellable leases by sqm:


Office sqm

Production sqm

Storage sqm

Smartspace sqm

Other sqm

Total sqm

Less than 1 year

103,560

54,338

134,595

55,913

23,421

371,827

Between 1 and 5 years

213,174

195,868

214,750

8,222

53,229

685,243

More than 5 years

62,351

77,280

49,779

-

19,278

208,688

Total

379,085

327,486

399,124

64,135

95,928

1,265,758

 

Escalation profile per usage

The Group's primary source of revenue relates to leasing contracts with tenants. To the extent to which these contracts contain currently agreed uplifts the average increase by usage over the coming 12 months is detailed as follows:

Usage

Increase in %

Office

3.2%

Storage

3.7%

Production

1.2%

Smartspace

7.0%

Other(1)

3.9%

Total

2.9%

(1)   Other includes: catering, other usage, residential, retail, technical space, land and car parking.

 

Property profile March 2019

Property and location

Total sqm

Office sqm

Storage sqm

Production sqm

Other sqm

Rate psqm €

Mahlsdorf

29,261

11,639

10,848

1,870

4,904

6.91

Mahlsdorf II

12,804

5,824

1,305

1,906

3,769

6.53

Gartenfeld

25,729

5,165

11,025

3,351

6,188

6.66

Berlin Borsigwerke I

77,175

15,929

13,444

44,276

3,526

3.84

Berlin Tempelhof

23,673

7,571

6,209

4,531

5,362

7.75

Potsdam

35,718

12,372

12,531

4,956

5,859

6.95

Bonn

10,590

4,531

3,088

477

2,494

7.33

Bonn - Dransdorf

19,152

5,453

6,736

1,657

5,306

5.95

Aachen I

24,180

12,119

2,364

5,510

4,187

8.55

Aachen II

9,766

1,594

6,360

1,601

211

4.87

Cologne

28,988

2,591

12,177

2,210

12,010

4.74

Cölln Parc

13,686

6,506

3,596

2,850

734

9.63

Köln Porz

21,059

15,639

2,901

279

2,240

8.94

Neuss

17,863

14,408

1,220

153

2,082

10.02

Wuppertal

14,608

857

6,411

3,613

3,727

3.59

Solingen

13,332

2,475

4,409

4,924

1,524

2.56

Dusseldorf - Sud

21,255

2,627

13,054

1,970

3,604

4.51

Krefeld III

9,667

4,835

3,302

1,023

507

8.25

Düsseldorf II

9,838

4,433

4,949

-

456

7.36

Krefeld II

6,102

3,303

325

2,171

303

5.71

Krefeld

11,382

7,514

2,549

592

727

8.22

Bochum

55,639

12,721

35,842

3,964

3,112

4.11

Mannheim II

15,119

6,659

4,660

586

3,214

5.57

Neu-Isenburg

8,322

5,763

1,195

-

1,364

10.60

Mannheim

68,760

12,981

22,332

27,807

5,640

4.60

Maintal

37,320

7,363

15,020

8,914

6,023

5.34

Maintal Mitte

11,023

462

4,523

5,685

353

3.51

Offenbach I

15,103

3,122

3,163

3,047

5,771

5.72

Pfungstadt

33,063

6,707

10,431

11,027

4,898

4.50

Offenbach Carl Legien-Strasse

45,637

8,890

9,672

17,625

9,450

4.77

Frankfurt Röntgenstraße

5,488

3,721

576

205

986

8.98

Friedrichsdorf

17,558

6,740

5,235

2,763

2,820

6.67

Mainz

26,691

13,201

9,065

2,177

2,248

8.35

Dreieich

13,001

7,418

3,081

-

2,502

7.37

Frankfurt

4,325

1,947

443

68

1,867

8.90

Wiesbaden

18,294

13,596

1,912

-

2,786

13.31

Schenefeld

40,326

10,396

23,809

1,960

4,161

4.32

Hamburg Lademannbogen

10,350

8,190

1,197

-

963

10.03

Munich - Neuaubing

91,214

16,429

34,935

29,600

10,250

6.54

Grassbrunn

14,188

9,546

3,156

-

1,486

9.83

Rostock

18,649

8,245

1,569

6,606

2,229

5.74

Hanover

23,279

9,210

3,591

7,932

2,546

5.11

Magdeburg

30,378

11,589

9,638

4,487

4,664

6.07

Dresden

58,159

26,410

17,677

11,072

3,000

6.48

Kassel

8,144

3,315

682

3,875

272

5.05

Saarbrücken

48,221

31,255

10,693

820

5,453

8.16

Nürnberg

34,976

9,229

10,635

11,399

3,713

4.98

Bayreuth

22,736

2,186

3,352

15,286

1,912

5.37

Ludwigsburg

28,237

7,453

10,332

3,799

6,653

5.84

Stuttgart-Weilimdorf

6,765

4,970

574

144

1,077

8.54

Heidenheim

46,909

8,158

16,624

13,412

8,715

4.13

Stuttgart - Kirchheim

63,124

21,637

13,306

21,065

7,116

5.99

Markgröningen

57,732

4,580

30,721

20,335

2,096

2.93

Fellbach

27,146

1,720

18,447

235

6,744

4.15

Frickenhausen

27,974

6,542

5,661

14,070

1,701

4.68

Total

1,469,675

459,735

472,550

339,885

197,505

5.78

 

Annex 1 - Non-IFRS Measures

Basis of Preparation

The directors of Sirius Real Estate Limited ("Sirius") ("Directors") have chosen to disclose additional non-IFRS measures, these include EPRA earnings, adjusted net asset value, EPRA net asset value, adjusted profit before tax and funds from operations (collectively "Non-IFRS Financial Information").

The Directors have chosen to disclose:

-       EPRA earnings in order to assist in comparisons with similar businesses in the real estate sector. EPRA earnings is a definition of earnings as set out by the European Public Real Estate Association. EPRA earnings represents earnings after adjusting for property revaluation, changes in fair value of derivative financial instruments, profits and losses on disposals (collectively the "EPRA earnings adjustments") and deferred tax in respect of these EPRA earnings adjustments. The reconciliation between basic and diluted earnings and EPRA earnings is detailed in table A below;

-       adjusted net asset value in order to assist in comparisons with similar businesses.  Adjusted net asset value represents net asset value after adjusting for derivative financial instruments and deferred tax relating to valuation movements and derivatives. The reconciliation for adjusted net asset value is detailed in table B below;

-       EPRA net asset value in order to assist in comparisons with similar businesses in the real estate sector. EPRA net asset value is a definition of net asset value as set out by the European Public Real Estate Association. EPRA net asset value represents net asset value after adjusting for derivative financial instruments and deferred tax relating to valuation movements and derivatives (collectively the "EPRA net asset value adjustments"). The reconciliation for EPRA net asset value is detailed in table C below;

-       adjusted profit before tax in order to provide an alternative indication of Sirius Real Estate Limited and its subsidiaries' (the "Group") underlying business performance. Accordingly, it excludes the effect of the surplus on revaluation, adjusting items, gains/losses on sale of properties and change in fair value of financial derivatives. The reconciliation for adjusted profit before tax is detailed in table D below; and

-       funds from operations in order to assist in comparisons with similar businesses and to facilitate the Group's dividend policy which is derived from funds from operations. Accordingly, it excludes depreciation, amortisation of financing fees and current tax excluding prior year adjustments and tax on disposals. The reconciliation for funds from operations is detailed in table D below.

The Non-IFRS Financial Information has not been prepared using the accounting policies of Sirius and does not comply with IFRS. The Non-IFRS Financial Information is presented in accordance with the JSE Listing Requirements. The Non-IFRS Financial Information is the responsibility of the Directors and has been presented for illustrative purposes and, due to its nature, may not fairly present the Group's financial position or, result of operations. 

Ernst & Young Inc have issued a reporting accountants' report on the Non-IFRS Financial Information which is available for inspection at the Group's registered office. The Non-IFRS Financial Information has been extracted from the Group's consolidated financial statements for the year ended 31 March 2019 ("consolidated financial statements").

Table A - EPRA earnings

 

31 March 2019

€000

31 March 2018

€000

Basic and diluted earnings attributable to owners of the Company¹

128,657

81,272

Gain on revaluation of investment properties ²

(99,887)

(63,452)

(Gain)/loss on disposal of properties (including tax)³

(441)

4,423

Change in fair value of derivative financial instruments⁴

1,495

(43)

Deferred tax in respect of EPRA earnings adjustments⁵

15,138

5,492

NCI in respect of the above⁶

33

91

EPRA earnings⁷

44,995

27,783

Notes:

1.     Row 1 presents the profit and total comprehensive income attributable to owners of the Company which has been extracted from the consolidated statement of comprehensive income within the consolidated financial statements.

2.     Row 2 presents the gain on revaluation of investment properties reported in the statement of comprehensive income which has been extracted from note 13 within the consolidated financial statements.

3.     Row 3 presents the gain or loss on disposal of properties (including tax) which has been extracted from note 6 of the consolidated financial statements adjusted for current income tax of €170,000.

4.     Row 4 presents the change in fair value of derivative financial instruments which has been extracted from the consolidated statement of comprehensive income within the consolidated financial statements.

5.     Row 5 presents deferred tax relating to origination and reversal of temporary differences which has been extracted from note 10 of the consolidated financial statements.

6.     Row 6 presents the non-controlling interest relating to gain on revaluation and gain on sale of properties net of related tax which has been extracted from note 11 of the consolidated financial statements.

7.    Row 7 presents the EPRA Earnings for the year ended 31 March 2019.

 

Table B - Adjusted net asset value

 

 

2019

€000

2018

€000

Net asset value


 

Net asset value for the purpose of assets per share


 

(assets attributable to the owners of the Company)¹

725,808

625,461

Deferred tax arising on revaluation gain, financial derivatives instruments and LTIP valuation²

41,623

25,674

Derivative financial instruments³

902

298

Adjusted net asset value attributable to owners of the Company⁴

768,333

651,433

Notes:

1.     Row 1 presents net asset value for the purpose of assets per share (assets attributable to the owners of the Company) which has been extracted from the consolidated financial statements.

2.     Row 2 presents deferred tax expense of €41,696,000 arising on revaluation gains and a credit of €73,000 arising on derivative financial instruments which has been extracted from note 12 of the consolidated financial statements.

3.     Row 3 presents current derivative financial instruments assets of €250,000 less current derivative financial instruments liabilities of €346,000 less non-current derivative financial instruments liabilities of €806,000 as extracted from the consolidated statement of financial position from the consolidate financial statements. 

4.     Row 4 presents the adjusted net asset value as at 31 March 2019.

 

Table C - EPRA net asset value

 

 

2019

€000

2018

€000

Net asset value at the end of the year (basic)¹

725,808

625,461

Derivative financial instruments at fair value²

902

298

Deferred tax in respect of EPRA net asset value adjustments³

41,623

26,485

EPRA net asset value⁴

768,333

652,244

Notes:

1.     Row 1 presents net asset value extracted from note 12 of the consolidated financial statements.

2.     Row 2 presents current derivative financial instruments assets of €250,000 less current derivative financial instruments liabilities of €346,000 less non-current derivative financial instruments liabilities of €806,000 as extracted from the consolidated statement of financial position from the consolidated financial statements. 

3.     Row 3 presents deferred tax expense of €41,696,000 arising on revaluation gains and a credit of €73,000 arising on derivative financial instruments extracted from note 12 of the consolidated financial statements.

4.     Row 4 presents the EPRA net asset value as at 31 March 2019.

 

Table D - Adjusted profit before tax and funds from operations

 

31 March 2019

€m

31 March 2018

€m

Reported profit before tax¹

144.7

89.6

Adjustments for:

 


Gain on revaluation of investment properties²

(99.9)

(63.5)

(Gain)/loss of disposals of properties³

(0.6)

2.5

Other adjusting items⁴(1)

0.4

8.1

Change in fair value of financial derivatives⁵

1.5

-

Adjusted profit before tax⁶

46.1

36.7

Adjustments for:

 


Depreciation⁷

1.4

1.1

Amortisation of financing fees⁸

1.4

1.2

Current taxes incurred9

-

(3.4)

Add back current tax relating to disposals and prior year adjustments¹°

(0.5)

2.8

Funds from operations, year ended 31 March¹¹

48.4

38.4

(1)            Includes the net effect of management LTIP awards and expected costs associated with the disposal group. See note 11 for details.

 

Notes:

1.     Row 1 presents profit before tax which has been extracted from the consolidated financial statements.

2.     Row 2 presents the gain on revaluation of investment properties reported in the statement of comprehensive income which has been extracted from note 13 within the consolidated financial statements.

3.     Row 3 presents the gain or loss on disposal of properties which has been extracted from note 6 of the consolidated financial statements.

4.     Row 4 presents other adjusting items of €0.2 million relating to LTIP and SIP expense and €0.2 million relating to non-recurring items primarily relating to the new venture with AXA IM - Real Assets which has been extracted from note 6 of the consolidated financial statements.

5.     Row 5 presents the change in fair value of derivative financial instruments which has been extracted from the consolidated statement of comprehensive income within the consolidated financial statements.

6.     Row 6 presents the adjusted profit before tax for the year ended 31 March 2019.

7.     Row 7 presents depreciation as extracted from note 6 of the consolidated financial statements.

8.     Row 8 presents amortisation of capitalised finance costs which has been extracted from note 9 of the consolidated financial statements.

9.     Row 9 presents the total current income tax which has been extracted from note 10 of the consolidated financial statements.

10.  Row 10 presents the add back of current tax relating to disposals and prior year adjustments extracted from note 10 of the consolidated financial statements.

11.  Row 11 presents the funds from operations for the year ended 31 March 2019.

 

Glossary of terms

Adjusted earnings

is the earnings attributable to the owners of the Company excluding the effect of adjusting items net of related tax, gains/losses on sale of properties net of related tax, the revaluation deficits/surpluses on the investment properties net of related tax and derivative financial instruments net of related tax

Adjusted net asset value

is the assets attributable to the equity owners of the Company adjusted for deferred tax and derivative financial instruments

Adjusted profit before tax

is the reported profit before tax adjusted for property revaluation, changes in fair value of derivative financial instruments and other adjusting items

Annualised acquisition net operating income

is the income generated by a property less directly attributable costs at the date of acquisition expressed in annual terms. Please see "annualised rent roll" definition below for further explanatory information

Annualised acquisition rent roll

is the contracted rental income of a property at the date of acquisition expressed in annual terms. Please see "annualised rent roll" definition below for further explanatory information

Annualised rent roll

is the contracted rental income of a property at a specific reporting date expressed in annual terms. Unless stated otherwise the reporting date is 31 March 2019. Annualised rent roll should not be interpreted or used as a forecast or estimate. Annualised rent roll differs from rental income described in note 5 of the Annual Report and reported within revenue in the consolidated statement of comprehensive income for reasons including:

·      Annualised rent roll represents contracted rental income at a specific point in time expressed in annual terms

·      Rental income as reported within revenue represents rental income recognised in the period under review

·      Rental income as reported within revenue includes accounting adjustments including those relating to lease incentives

 

Capital value

is the market value of a property divided by the total sqm of a property

Cumulative total return

is the return calculated by combining the movement in investment property value net of capex with the total net operating income less bank interest over a specified period of time

EPRA earnings

is earnings after adjusting for property revaluation, changes in fair value of derivative financial instruments, profits and losses on disposals and deferred tax in respect of these items

EPRA net asset value

is the net asset value after adjusting for derivative financial instruments and deferred tax relating to valuation movements and derivatives

EPRA net initial yield

is the annualised rent roll based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the market value of the property, increased with (estimated) purchasers' costs

EPRA net yield

is the net operating income generated by a property expressed as a percentage of its value plus purchase costs

Funds from operations

is reported profit before tax adjusted for property revaluation, gain/loss on disposals, change in the fair value of derivative financial instruments, adjusting items, depreciation, amortisation of financing fees and current tax receivable/incurred

Geared IRR

is an estimate of the rate of return taking into consideration debt

Gross loan to value ratio

is the ratio of principal value of total debt to the aggregated value of investment property

Gross yield

is the annualised rent roll generated by a property expressed as a percentage of its value

Like for like

refers to the manner in which metrics are subject to adjustment in order to make them directly comparable. Like-for-like adjustments are made in relation to annualised rent roll, rate and occupancy and eliminate the effect of asset acquisitions and disposals that occur in the reporting period

Net loan to value ratio

is the ratio of principal value of total debt less cash, excluding that which is restricted, to the aggregate value of investment property

Net operating income

is the rental and other income from investment properties generated by a property less directly attributable costs

Net yield

is the net operating income generated by a property expressed as a percentage of its value

Occupancy

is the percentage of total lettable space occupied as at reporting date

Operating cash flow on investment (geared)

is an estimate of the rate of return based on operating cash flows and taking into consideration debt

Operating cash flow on investment (ungeared)

is an estimate of the rate of return based on operating cash flows

Rate

is rental income per sqm expressed on a monthly basis as at a specific reporting date

Total debt

is the aggregate amount of the Company's interest-bearing loans and borrowings

Total shareholder accounting return

is the return obtained by a shareholder calculated by combining both movements in adjusted NAV per share plus dividends paid

Total return

is the return for a set period of time combining valuation movement and income generated

Ungeared IRR

is an estimate of the rate of return

Weighted average cost of debt

is the weighted effective rate of interest of loan facilities expressed as a percentage

Weighted average debt expiry

is the weighted average time to repayment of loan facilities expressed in years

 

Corporate directory

 

Registered office

Trafalgar Court
2nd Floor
East Wing
Admiral Park
St Peter Port
Guernsey GY1 3EL
Channel Islands

 

Registered number

Incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended, under number 46442

 

Company Secretary

A L Bennett

Sirius Real Estate Limited

Trafalgar Court
2nd Floor
East Wing
Admiral Park
St Peter Port
Guernsey GY1 3EL
Channel Islands

 

UK solicitors

Norton Rose Fulbright LLP

3 More London Riverside
London SE1 2AQ

 

Financial PR

Tavistock Communications Limited

1 Cornhill
London EC3V 3ND

 

JSE sponsor

PSG Capital Proprietary Limited

1st Floor, Ou Kollege
35 Kerk Street
Stellenbosch
7600
South Africa

 

Joint broker

Peel Hunt LLP

120 London Wall
London EC2Y 5ET

 

Joint broker

Berenberg

60 Threadneedle Street
London EC2R 8HP

 

Property valuer

Cushman & Wakefield LLP

Rathenauplatz 1
60313 Frankfurt am Main
Germany

 

Independent auditors

Ernst & Young LLP

1 More London Place
London SE1 2AF
United Kingdom

 

Guernsey solicitors

Carey Olsen

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

 


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