Wrap Text
Audited Results for the year ended 31 December 2013
INTU PROPERTIES PLC
(Formerly Capital Shopping Centres Group PLC)
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: ITU
Press Release
27 FEBRUARY 2013
INTU PROPERTIES PLC
AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2012
David Fischel, Chief Executive of Intu Properties plc, commented
"2012 has been a year of considerable progress, with the quality of our assets and teams
demonstrated by the out-performance of national benchmarks against a challenging economic
background. We start 2013 with robust operating indicators and considerable momentum across
the business from a range of attractive investment opportunities. We are well placed with
improved financial flexibility to deliver strong returns to shareholders through the scale of our
prime regional shopping centre business and our specialist focus, reinforced by the major
announcement in January of our new brand intu and digital initiatives."
Enquiries:
Intu Properties plc
David Fischel Chief Executive +44 (0)20 7960 1207
Matthew Roberts Finance Director +44 (0)20 7960 1353
Kate Bowyer Head of Investor Relations +44 (0)20 7960 1250
Public relations
UK: Michael Sandler/Wendy Baker, Hudson Sandler +44 (0)20 7796 4133
SA: Nick Williams/Vanessa Hillary, College Hill +27 (0)11 447 3030
A presentation to analysts and investors will take place at UBS, 1 Finsbury Avenue, London EC2 at 08.30GMT on 27 February
2013. The presentation will also be available to international analysts and investors through a live audio call and webcast.
The presentation will be available on the Group's website www.intugroup.co.uk.
A copy of this announcement is available for download from our website www.intugroup.co.uk.
Contents:
2012 Highlights
Chairman's Statement
Business Review
Financial Review
Key Risks and Uncertainties
Top Properties
Directors' Responsibility Statement
Financial Information
Investment and Development Property
Financial Covenants
Underlying Profit Statement
Glossary
Dividends
NOTES TO EDITORS
Intu Properties plc (formerly Capital Shopping Centres Group PLC) owns and operates some of the very best
shopping centres, in the strongest locations right across the country, including ten of the UK's top 25. You can find
every one of the UK's top 20 retailers in our shopping centres, alongside some of the world's most iconic global
brands.
With 16.6 million sq. ft. of retail space, valued at GBP7 billion, our centres attract over 320 million customer visits a
year and two thirds of the UK population live within a 45 minute drive time of one of our centres.
At the forefront of UK shopping centre evolution since the 1970s our focus is on creating compelling destinations for
consumers, with added theatre.
On 15 January this year, we announced the creation of a nationwide consumer facing shopping centre brand - intu -
and the transformation of our digital proposition including a transactional website, to provide the UK's leading
shopping centre experience on and off-line.
We have an investment plan of GBP1 billion over the next ten years on active management projects and major
extensions of existing assets involving most of our centres.
Over 80,000 people are employed at our centres across the UK and we are fully committed to supporting our local
communities and the wider environment through meaningful and hands-on initiatives.
We changed our name from Capital Shopping Centres Group PLC to Intu Properties plc on 18 February 2013.
This announcement contains "forward-looking statements regarding the belief or current expectations of Intu Properties plc, its Directors and
other members of its senior management about Intu Properties plc's businesses, financial performance and results of operations. These
forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve
known and unknown risks, uncertainties and other factors, many of which are outside the control of Intu Properties plc and are difficult to predict,
that may cause actual results, performance or developments to differ materially from any future results, performance or developments expressed
or implied by the forward-looking statements. These forward-looking statements speak only as at the date of this announcement. Except as
required by applicable law, Intu Properties plc makes no representation or warranty in relation to them and expressly disclaims any obligation to
update or revise any forward-looking statements contained herein to reflect any change in Intu Properties plc's expectations with regard thereto
or any change in events, conditions or circumstances on which any such statement is based.
Any information contained in this announcement on the price at which shares or other securities in Intu Properties plc have been bought or sold
in the past, or on the yield on such shares or other securities, should not be relied upon as a guide to future performance.
2012 HIGHLIGHTS
Out-performed in challenging market background
- property valuations increased 0.6 per cent, comparing favourably with benchmark index which fell 5.8 per
cent
- high occupancy at 96 per cent; successful relettings partly offsetting impact of tenant failures which
represented 6 per cent of rent roll
- signed 169 long-term leases for GBP44 million new annual rent at an average 7 per cent above previous
passing rent and in line with valuation assumptions
- underlying earnings per share 16.1 pence (2011 16.5 pence)
Progressed active management and major extension projects
- pipeline now amounts to GBP1 billion programme over 10 years
- represents some 2,300,000 sq. ft. of new retail, restaurants and leisure of which 650,000 sq. ft. consented
- acquired strategic sites at Metrocentre, Cribbs Causeway, Braehead and Manchester Arndale
Improved financial flexibility
- GBP300 million 2.5 per cent convertible bonds due 2018 issued in October
- cash and committed facilities of GBP563 million at 31 December 2012
Launched nationwide consumer-facing brand and transformed digital proposition
- announced January 2013, corporate name change effective 18 February 2013, consumer launch in May
2013
- installing high capacity fibre optic networks enabling free WiFi and other digital services from March 2013
- transactional website from spring 2013
Financial highlights (1)
12 months ended 31 December
2012 2011 (2)
Net rental income (GBPm) 363 364
Underlying earnings (GBPm) 138 139
Property revaluation surplus (GBPm) 41 63
Profit for the year (GBPm) 159 34
Underlying EPS (pence) 16.1 16.5
Dividend per share (pence) 15.0 15.0
As at 31 December
2012 2011
Market value of investment properties (GBPm) 7,073 6,960
Net external debt (GBPm) 3,504 3,374
NAV per share (diluted, adjusted) (pence) 392 391
Debt to assets ratio (per cent) 49.5 48.5
(1) Please refer to glossary for definition of terms
(2) 2011 earnings data includes Trafford Centre results for the 11 months from its acquisition
CHAIRMAN'S STATEMENT
2012 has been another year of considerable progress for the Group. It is still under three years since we completed the
demerger of Capital & Counties and two years since the completion of the Trafford Centre transaction, which is now fully
integrated into the overall business. Both of these moves have been very positive for shareholders and we are now seeing
tremendous benefits from focusing exclusively on prime regional shopping centres.
We are by some margin the largest owner of regional shopping centres in the UK with ten of the UK's top 25 centres and the
largest landlord to many retailers. We estimate some 30 million unique visitors, around half the UK's population, enter our
centres every year.
Shopping habits and technology have of course moved on quite a way over the last two years. Much has been written about the
changing world of retail, with statistics such as half of UK internet users now making use of the internet at some stage in the
shopping process and by mid-2012 over half of fashion consumers having used a mobile device to make purchases. In our case
last year nine million unique devices accessed our shopping centre websites, half of which were mobiles.
Through our focus on the prime centres in the UK, we have in our view been a beneficiary of these changes. Consumer activity
and retailer investment have been focusing increasingly on the top centres such as ours. Further, our tenant mix has changed
positively, with the rise of Apple as a retailer being one of the most obvious examples. Generally retailers have performed well
where they have successfully combined the website and physical experience. We have also seen a surge in demand for food
and beverage outlets as lifestyles have changed.
But one thing is for sure, as a major landlord in this fast changing arena, we have to keep raising our game and doing so entails
some radical changes throughout the whole organisation. It is this comprehensive approach on which the management team
and your Board have been focused.
As a reflection of our determination to keep the Company at the forefront of the industry, in January this year we announced the
creation of a nationwide consumer facing shopping centre brand and the transformation of our digital proposition. I note with
pleasure that this statement is the first to be issued under our new corporate name of Intu Properties plc ("Intu), with individual
centres to add "intu as a prefix to their name from May 2013 onwards.
Prior to this change of name, no obvious link has existed between the parent company and the individual centres. The centres
themselves had no obvious connection between each other, which has resulted in considerable disparity in terms of how the
centres present themselves, in signage, way-finding, marketing collateral, websites the list goes on. We believe a single
common thread across all our centres is essential for the digital world and will also bring huge benefits in terms of customer
recognition, more effective use of our annual marketing budget, national marketing opportunities and an opportunity to refresh
the physical look and feel of our centres.
A further key part of January's announcement was a major investment in digital infrastructure to provide free WiFi to customers
through a new fibre-optic network. Taking advantage of the changing technology, we are installing this infrastructure in a way
which ensures direct ownership of the network and WiFi technology and is a future-proofed high quality solution.
Our research has indicated a massive opportunity for us to deliver more to the consumer and we have also announced the
launch in spring 2013 of a fashion focused and mobile enabled transactional website, further enhancing the experience of our
digitally connected customers.
Customer service has been a priority for many years. The experience of a visitor to a shopping centre of course starts long
before the visitor actually arrives at a shop and our guiding principle has been that every shopper should feel better about life
after a visit to one of our centres. We intend to keep improving through what we have termed our World Class Service
programme which will ripple right through the entire organisation, with the common brand an essential factor in the delivery of an
upgraded customer experience.
Activities in the year
The initiatives referred to above represent only one element of the important activities at the Company over the last 12 months.
Our shopping centres have increased in value and shown considerable operating resilience. We have also made great strides
with our many promising expansion and improvement projects, including clearing significant planning hurdles. Our plans for the
future are outlined in the Operating Review. We look forward eagerly to the growth opportunities ahead of us.
Directors and staff
I would like to record our thanks to John Abel who is retiring from the Board at this year's AGM. His contribution, backed by very
long experience in the shopping centre industry, has been invaluable.
We welcome to the Board Adèle Anderson who brings accountancy expertise and the judgement derived from her breadth of
experience in executive and non-executive roles.
I must pay tribute to the immense amount of effort and enthusiasm which all the Group's executives and staff have put in to
running the business in the year under review.
Our recent announcement underlines the dynamic and engaging culture based on three core values creative, bold and genuine
now reinforced throughout the Group.
Economic contribution and Corporate Responsibility ("CR)
People are at the heart of our business and our CR projects and community partnerships focus on them. Our approach targets
support, primarily for disadvantaged young people, by complementary actions involving centre-based initiatives and larger,
corporate programmes, the latter increasingly arranged to develop and grow over more than a single year reflecting our long-
term vision. Current partners include Education Business Partnerships, The Conservation Volunteers, Outward Bound and the
Tyneside Cinema.
All our projects promote the direct involvement of Intu team members and this approach was celebrated by our achievement of
the BitC Community Mark in 2010. Only 38 UK organisations currently hold the three year award and we successfully passed the
mid-term review during 2012.
In March 2012 we successfully renewed our Carbon Trust Standard accreditation, a measure of our embedded approach to
energy sustainability and carbon management. Further evidence of our success, going well beyond easy rhetoric, came when
we were ranked as a Green Star in the 2012 round of the Global Real Estate Sustainability Benchmark (GRESB).
Dividends
The Directors are recommending a final dividend of 10.0 pence per share bringing the amount paid and payable in respect of
2012 to 15.0 pence, the same as 2011 and covered by the underlying earnings per share for 2012 of 16.1 pence.
Following the approval by shareholders at the Annual General Meeting on 25 April 2012 of the scrip dividend scheme and its
successful implementation for the 2012 interim dividend, the Board may choose to offer a scrip dividend alternative for the 2012
final dividend.
Should the Board decide to do so shareholders will be advised no later than 5 April 2013. The Board's decision will be
dependent on the stock market conditions, in particular the level of the share price relative to the net asset value per share, up to
that date.
Details of the apportionment between the PID and non-PID elements per share will be confirmed at that time as, in the event of a
scrip alternative being offered, the cash dividend may be wholly PID and the scrip alternative may be partly PID and partly non-
PID.
Concluding remarks
The Group has delivered a strong performance in 2012, with the quality of our assets and teams demonstrated by the
considerable out-performance of national benchmarks against a challenging economic background.
While the major announcement in January of the new brand and digital initiatives represented the culmination of a significant
amount of preparatory work, we are only at the very beginning of a new phase in the Company's life, with our market leadership
position in the sector providing ample opportunities for growth whether organically or by acquisition.
The virtuous circle of improved customer experience driven by motivated customer service attracting leading retailers is a
powerful force.
In this context enhancing footfall, improving dwell time, increasing average spend, improving the retail mix and new sources of
income are all realistic and promising goals.
Patrick Burgess
Chairman
27 February 2013
BUSINESS REVIEW, COMPRISING OPERATING REVIEW, VALUATIONS, MARKET REVIEW
OPERATING REVIEW
Introduction
We made good progress in 2012 on our priorities for the year, namely to optimise the performance of existing assets, to identify
further initiatives and to create financing flexibility to advance the business:
- our shopping centres have increased in value and shown considerable operating resilience as other UK retail property
has struggled (see "2012 performance and operating indicators below)
- we have acquired strategic sites, achieved significant planning consents and prepared promising expansion and
improvement projects (see "Creating compelling destinations below)
- we have improved our financial position through the issue of a convertible bond (see Financial Review)
- we have launched a nationwide consumer-facing brand and a transformed digital proposition (see "Launching a
nationwide consumer-facing brand and becoming digitally connected below)
We have kept our clear focus on the best UK shopping centres and, with GBP7.1 billion invested in the sector and ten of the
UK's top 25, have a scale unmatched by any other operator in the UK:
- as illustrated by the chart, two thirds of our investment properties' value is accounted for by five super-regional centres
and over 85 per cent by our largest ten centres
- aiming to improve the experience of our customers to generate footfall, dwell time and spending, we provide the
environment to which leading retailers are attracted and in which they flourish. This creates the virtuous circle which
drives our financial return
Outlook
We start 2013 with robust operating indicators and considerable momentum across the business from a range of attractive
investment opportunities available to the Company.
Whilst tenant failures and lease expiries from 2012 and in the current year are risks which will impact 2013 earnings, our focus,
scale and specialism enable us to manage these risks effectively. Other factors which will impact 2013 earnings are the
outcome of the refinancing on which we are engaged and the rebranding exercise including start up costs relating to intu.co.uk.
Our strategic priorities for 2013 are:
- to optimise the performance of our existing assets, prioritising medium-term value creation
- to continue to invest in the business, including pursuing our pipeline of development opportunities
- to increase our financing flexibility to advance the business
- to take forward our new brand, intu, and transformed digital proposition
The series of initiatives announced on 15 January including a GBP25 million investment in people and infrastructure will position
us to seize the opportunities arising from the structural and technological changes impacting the UK retail marketplace.
We continue to believe that Intu is well placed to deliver strong returns for shareholders as the scale of our prime regional
shopping centre business and our specialist focus continue to bring opportunities for expansion including through attractive
acquisitions.
2012 performance and operating indicators
We have out-performed in a challenging market and delivered a 4.1 per cent total financial return. Overall, our properties have
shown considerable resilience, with capital values moving forward and occupancy falling just 1 per cent despite failures in the
year of tenants representing 6 per cent of rent. Our centres have benefited from new retailers and restaurant openings bringing
a fresh offer.
Principal measures of performance include:
- Valuation: aggregate like-for-like growth in the value of the Group's properties was 0.6 per cent, representing a GBP41
million surplus created in the year. This is a significant out-performance compared with the 5.8 per cent decline in
capital value of the benchmark IPD monthly index. This reflects the prime nature of our assets and the considerable
active management efforts at each individual centre to improve its leadership position within its region (see "Valuation
below)
- Like-for-like net rental income: after a 3.6 per cent increase in 2011, like-for-like net rental income fell 2.7 per cent in
2012. While gross rent increased due to an extra month of Trafford Centre and GBP5 million of rent increases on new
and continuing leases, this was more than offset by GBP13 million of rent foregone and direct costs associated with
tenant failures
- Footfall: after three per cent compound annual growth in footfall for the previous three years, 2012 saw a reduction of
one per cent. The number of visitors to our centres has continued to out-perform the national benchmark as measured
by Experian (three per cent reduction)
- Lettings: 169 new long-term leases have been agreed, representing GBP44 million of new annual rent in aggregate 7
per cent above previous passing rent and in line with valuation assumptions
- Occupancy: at 96 per cent, occupancy has remained broadly steady in the second half of the year and marginally below
the 97 per cent at 31 December 2011. This compares favourably with UK average shop vacancy of 14 per cent. We
have successfully relet the vast majority of units let to tenants who entered administration during the year, often to new
owners of the same fascia seeking to continue their most profitable outlets. Four per cent of rent is currently
attributable to tenants in administration, of which three per cent is being traded
- Retailer sales: with an aggregate increase of around one per cent in the year, estimated retailer sales in our centres
have out-performed the national trend. The benchmark BRC like-for-like non-food sales index implies a flat overall
outcome, with marginal changes in each of the four quarters of 2012 after an overall one per cent decline in 2011. In
our centres, we have seen increases in sales of electricals, footwear and jewellery but reductions in music, books and
cards. Based on these estimates, the ratio of annual rent to turnover of our tenants has marginally reduced
- Lease expiries: average lease maturity has increased slightly to 7.8 years (31 December 2011 7.5 years). In 2012 we
particularly focused on Metrocentre, where we have now cleared 90 per cent of 2011/12 lease expiries. 10 per cent of
the Group's rent roll is due to expire in 2013 and we are carefully managing centre-specific concentrations at Cribbs
Causeway and The Potteries, Stoke-on-Trent
- Short-term leases: leases for fewer than five years represent 1 per cent of passing rent, 2 per cent of space and 3 per
cent of ERV (2011 1 per cent, 2 per cent and 3 per cent respectively). These are more concentrated than previously,
with around half now in areas where development is anticipated principally in Victoria Centre, Nottingham and Eldon
Square, Newcastle
Creating compelling destinations
Our aim is to provide the very best places to meet, eat, drink and be sociable.
We focus on offering people access to the top retailers and iconic brands they love along with attractive entertainment and
leisure options. This gives customers more reasons to come to our centres and encourages them to stay longer.
We have made significant progress in 2012 with projects that will improve each of, and in some cases extend, our centres:
- enhancing the tenant mix 169 new long-term leases signed for stores and restaurants (see "Retailer mix below)
- a number of active management projects which have been completed or are underway (see "Creative active
management below)
- our pipeline of developments these range from high impact, low cost changes on the malls and tenant-specific
improvements through to additional restaurant clusters and major extensions (see "GBP1 billion pipeline over 10 years
below)
- we are also launching the brand "intu to unify our centres and aim to offer seamless integration of the physical and
digital shopping centre experience (see "Launching a nationwide consumer-facing brand and becoming digitally
connected below)
The activities at Braehead in the year provide an excellent illustration of our management approach. We have reappraised the
centre and made changes. We have worked on our retailer mix and catering offer, made high impact, low outlay improvements,
made strategic acquisitions and pursued planning consents for future growth:
- we have introduced new names and provided growth opportunities for successful retailers including Next, who are
expanding into a new 35,000 sq. ft. store
- we have invested in the food offer by increasing the diversity and moving escalators to strengthen links with the main
mall. We have refreshed the upper level with double height signage zones giving the mall a totally different feel
- we trialled a highly successful customer service programme on which intu's "World Class Service will be based
- we have established an 11 per cent increase in headline rent
- in early 2012 we bought 30 acres of land for future development and in December we took full ownership of the Xscape
leisure scheme
- we have secured planning consent for a 36,000 sq. ft. extension to the adjacent retail park
- in November 2012, Renfrewshire Council resolved to recognise Braehead as a town centre and in January 2013 we
submitted a planning application for a major expansion including a transport interchange, entertainment facilities, a
hotel and 440,000 sq. ft. of retail
Retailer mix
New long-term leases for 139 stores and 30 restaurants were signed in 2012, with retailers investing almost GBP70 million in
fitting out their stores. 26 retailers including Nespresso, Victoria's Secret and Hamley's took a unit in one of our centres for the
first time.
Catering and leisure operators now account for more than 12 per cent of the rent roll at seven of our centres. Our research
shows that customers who visit a catering outlet in any individual centre stay longer and spend more than those who only shop in
the centre. On average for 2012, the increase was around two thirds for both measures.
Creating the best destinations is not only about scale our strategy is to rebalance the mix across the different sectors. Our
dining offer ranges from impulse and refueling offers such as juice bars and coffee shops, to treats such as champagne bars and
fine casual restaurants such as Carluccio's and Jamie's Italian.
Significant trends include:
- international entrants Banana Republic, Victoria's Secret and Forever 21 opening early phase stores at the larger,
super-regional centres
- growing retailers such as Apple, Thomas Sabo, Swarovski and Schuh expanding into more cities, in some cases with
creative new fascias to expand their product offer
- major existing retailers such as Next, TopShop and H&M expanding into larger stores in the best locations to better
showcase their range
- catering operators such as Tragus (Café Rouge, Bella Italia, Strada) and Mitchells & Butler (Miller & Carter, Toby
Carvery, Harvester) and 360 Champagne and Cocktail Bar (Metrocentre, Braehead) broadening the range of food and
beverage offers
- established retailers such as Arcadia and WH Smith reconfiguring their existing store portfolio to suit new business
models
We have also used our specialist knowledge and relationships to introduce direct leasing at The Chimes, Uxbridge. This sector-
leading innovation has created exciting tenant mix evolution with high profile new additions such as Swarovski and Office.
Creative active management
We have completed a number of projects in the period, ranging from unit reconfigurations, refreshment works and creation of
new space. Relatively small projects have the capacity to make a significant change to the feel of a mall, altering shopper flows
and the trade of nearby units. Examples include:
- Forever 21's 35,000 sq. ft. three level flagship store in a new roof box at Lakeside, which opened on time in December
- MetrOasis, a pod of four new restaurants at Metrocentre, which opened on time and achieved rental levels ahead of
plan
- Braehead's upper mall refreshment and new catering concepts have created a better "feel and improved customer
circulation (see above)
- Arndale's escalator relocation has opened sight lines and improved pedestrian flows, extending the prime pitch
Acquisitions and investment
Following the acquisitions of Trafford Centre and Broadmarsh, Nottingham, in 2011, acquisition activity has been smaller scale in
2012 involving attractive opportunities adjacent to several of our existing centres. We acquired our former partner's 50 per cent
share of Xscape Braehead (see note 27) and invested GBP25 million in a number of sites adjacent to our centres to provide
flexibility for further expansion.
Capital expenditure on active management projects at our centres amounted to GBP18 million in the year. Those completed in
the period will generate a direct 8 per cent stabilised return on cost through new rent as well as indirect benefits to the wider
centres.
GBP1 billion pipeline over 10 years
The table sets out the principle components of our development pipeline. 650,000 sq. ft. of planning consents have been
secured, around 1,000,000 sq. ft. are awaiting determination and detailed specifications being prepared for others.
Indicative Intu Range of
Size(1) timing(2) investment returns(3)
000 sq. ft. GBPm %
Active management
Victoria Centre, Nottingham, refurbishment 2013-15 36
Eldon Square, Newcastle, redevelopment and
restaurants 2013-14 10
The Potteries, Stoke-on-Trent, leisure extension 58 2013-14 16
Barton Square, Trafford Centre, courtyard
enclosure and second floor retail 112 2014-15 30
Other active management 152 108
322 200 6-10%
Major extensions
Watford Charter Place 380 2014-16 80
Lakeside Northern extension 438 2015-17 180
Braehead extension(4) 475 2015-17 200
Lakeside leisure extension 225 2016-18 80
Nottingham projects 505 2016-19 260
2,345 1,000 7-8.5%
(1) Represents net additional floor space of retail, catering and leisure
(2) Timing subject to change due to a number of internal and external factors
(3) Range of estimated initial stabilised return on cost. Does not include significant indirect benefit on centre's regional status
(4) Size excludes arena and hotel
The status of our major projects is as follows:
- Trafford Centre: planning consent has been approved for around 110,000 sq. ft. of retail space on a new upper level at
Barton Square. We are in advanced discussions with a major fashion retailer who is not currently represented in
Trafford Centre. Combined with the planned roof to enclose the courtyard, this will significantly broaden the appeal of
Barton Square for a wider range of uses
- Lakeside: planning consent has been secured for a 325,000 sq. ft. retail extension and an 81-bed hotel. We are
working on plans for a cluster of new retailers, to create a point of difference from the existing tenant mix. Subject to
pre-letting progress, construction of the extension could start in 2014. Following strong public support for outline leisure
proposals, detailed plans are being developed for a new leisure destination at Lakeside including a larger cinema,
cafes, restaurants, bars and other leisure and fitness operators
- The Harlequin, Watford: we are due to exchange an agreement for lease with the local authority for the adjoining
Charter Place and anticipate making a planning application shortly. We have been encouraged by the strong level of
interest from retailers since we announced our plans for new leisure, catering and larger format retail units
- Braehead: following the resolution by Renfrewshire Council in autumn 2012 to designate Braehead as a town centre,
we have now submitted a planning application (see above)
- The Potteries, Stoke-on-Trent: we have secured planning consent for a 58,000 sq. ft. leisure and catering development
and have leases in solicitors hands for the cinema and restaurants at terms in accordance with the development
appraisal. The detailed designs and tendering are in progress and we expect to start construction in the second half of
2013
- Nottingham: we are progressing plans for refurbishment of the Victoria Centre, which will be followed by the
redevelopment of Broadmarsh and the extension of the Victoria Centre
Launching a nationwide consumer-facing brand and becoming digitally connected
We announced last month our innovative strategy to give our shopping centres a unified identity, intu, with a strong digital
presence including a transactional website.
Nine million unique devices, half of which were mobile, accessed our centre websites last year. From spring 2013, our 30 million
shoppers will be able to enjoy online the compelling retail mix and convenience of a shopping centre.
Our aim is to transform our digital proposition and for intu.co.uk to provide the UK's leading digital shopping centre experience.
We have the scale and focus, through our operations and research, to understand what a customer wants and to deliver it. We
are investing GBP25 million, with an estimated GBP4 million impact on underlying earnings in 2013, in our teams and digital
infrastructure over three years to:
- roll out intu's visual identity and our "World Class Service programme at our 12 directly-managed centres
- install our own future-proofed, centre-wide, high capacity fibre optic cabling and WiFi networks
- launch intu.co.uk, a transactional, fashion-focused, mobile-enabled website with a curated range of products from our
retailers
Our objective from these initiatives is to generate a stronger relationship with consumers, delivering more frequent visits, longer
dwell time and increased spend. This will in turn enhance our proposition to retailers and open new sources of income. We aim
to reinforce our market leadership position as we elevate our centres' role in people's daily lives.
Nationwide consumer-facing brand
Our national brand will enable us to market ourselves more effectively to retailers both in the UK and internationally, to develop
new commercial partnerships, to provide creative events for our customers and is essential to the provision of intu.co.uk.
Our cultural shift is underway, embedding the principles of our customer service ethos. From May 2013, the new brand and
visual identity will be rolled out across our centres in the form of physical signage and national consumer activity commencing
with a major launch event. New national commercial partnerships are scheduled to take place throughout the year.
Digitally connected
Consumers will be able to buy online around the clock from our centres' websites or intu.co.uk, for delivery to home or one of our
centres. Within our centres, our customers will be connected to high quality WiFi, enabling them to stay in touch with news and
social networks, stream and watch video and be open to receiving relevant mCommerce messaging (on request). WiFi will also
facilitate shopping research and access to retailers' websites.
Direct ownership of the network and WiFi technology enables us to understand the entire customer journey and experience and
will improve our in-centre footfall and dwell analytics. The network will also provide a platform for expansion of our digital
services and mobile customer service offerings, plus interactive technologies such as augmented reality (AR), quick response
(QR) code scanning and near field communication (NFC).
International
The Group has the following investments outside the UK:
- 11.4 million redeemable joint venture units in Equity One, a US retail REIT, providing an effective interest of 9 per cent.
These were acquired in January 2011 as a result of the restructuring of our previous investment in Californian property
and are valued at GBP147 million based on the 31 December 2012 share price of $21.01. Dividends in the year
amounted to $0.88 per unit
- 32 per cent of listed Indian shopping centre developer, Prozone, and 10 per cent of its former parent company, the
Indian listed retailer Provogue. These interests combined were valued at GBP43 million at 31 December 2012
- an option to purchase a site in Spain with planning consent for a major regional shopping centre
Equity One owns, develops and manages US neighbourhood shopping centres anchored by supermarket chains. The company
was active during the year in raising both equity and debt at advantageous rates. Its programme of capital recycling continued
with acquisitions focused on opportunities for development and reconfiguration as US demand improves. These potential growth
prospects were reflected in a 24 per cent rise in the share price in 2012 compared to a rise in the US REIT index of 14 per cent.
Prozone was demerged from Provogue in March 2012 and listed as an independent property developer in September. Its first
operational shopping centre in Aurangabad continues to trade promisingly and work has commenced at the mixed use projects
in Coimbatore, Nagpur and Indore.
VALUATIONS
Retail property investment market
The attractions of prime property as an asset class have been reinforced in 2012, not least by the widening of the spread
between income yields and risk free investment returns. Demand for prime shopping centres remains strong in particular from
UK REITs and overseas capital such as sovereign wealth funds, with institutional funds showing some appetite for smaller lot
sizes. Supply of prime shopping centres has remained limited, with the majority of current schemes on the market comprising
secondary and tertiary assets. Prime yields have remained unchanged with some tightening as a result of the supply and
demand dynamics which have been demonstrated through some transactional evidence during the year.
In the secondary shopping centre market, a segment in which our regional centres do not fall, the occupational market was tough
reflecting weak consumer demand and negatively influenced valuation and investor interest. Yields for such assets remained
elevated.
2012 performance
The aggregate market value of the Group's investment property was steady in the first half of the year and rose by 0.6 per cent
in the second half. This is a significant out-performance of the benchmark IPD monthly index and reflects the high quality and
resilient nature of our assets and the considerable active management efforts at each centre.
Full Second First
year half half
2012 2012 2012
Group revaluation surplus like-for-like 0.6% 0.6%
Benchmark* capital growth -5.8% -3.0% -2.9%
Group weighted average nominal equivalent yield 5.94% 5.94% 5.96%
Like-for-like change in Group nominal equivalent yield -4bp -2bp -2bp
Benchmark* equivalent yield shift +22bp +12bp +10bp
Group initial yield 5.04% 5.04% 5.08%
Group change in like-for-like estimated rental value (ERV) -0.3% -0.3%
Benchmark* change in rental value index -1.3% -0.9% -0.4%
* IPD monthly index, retail
There was some variation within the portfolio, with notable changes including:
- positive evidence on recent lettings increasing ERVs at Trafford Centre, Manchester Arndale and Braehead
- worsened yield and reduced income at Victoria Centre, Nottingham, as flexible leases were entered into while we
waited for approval of major redevelopment plans
- improved yield at Metrocentre due to satisfactory settlement of a major lease maturity cycle
- more conservative estimates of income achievable and risk associated with the upcoming lease expiry cycle at The
Potteries, Stoke-on-Trent
- outward yield adjustment at The Glades, Bromley, reflecting valuer's caution during the early stage of upgrading the
tenant mix
- positive impact of progress in our plans for a major extension at Lakeside
The out-performance of the national benchmark was apparent in both the change in valuation yields and in the underlying rental
levels to which the yields are applied.
Yields: The equivalent yield of 5.9 per cent is a weighted average of figures ranging from 5.4 and 5.6 per cent at Trafford Centre
and Lakeside to 7.5 and 7.7 per cent at The Glades, Bromley and The Potteries, Stoke-on-Trent. Reflecting the UK market-wide
investment focus on prime, our larger centres have continued to out-perform. The eight centres larger than 1,000,000 sq. ft.,
which represent more than three quarters of our asset value, have all seen yield compression or stability in the second half of the
year.
Estimated rental value (ERV): After a slight reduction in early 2012, aggregate like-for-like ERV increased marginally in the
second half despite the UK benchmark continuing to fall. In some cases, such as Manchester Arndale, we have achieved this by
extending the prime pitch through creative projects in the malls to increase customer flows and unlock potential income. In other
centres including Braehead and Lakeside, leases have been secured above the previous prime pitch rental tone, providing
evidence of a new headline rent.
MARKET REVIEW
UK macro environment
UK economic output showed no overall growth in 2012. Consumer confidence as measured by GfK NOP remains negative,
broadly in line with a year ago. UK average household disposable income was also unchanged in the year, according to the
Asda benchmark index, as the excess of household inflation over wage increases has been offset by a lower unemployment
rate.
The clearest impact of the economic stagnation on retail property is the level of vacancy, which has remained steady at 14 per
cent overall according to the Local Data Company (Intu - 4 per cent). The chart below illustrates that there is significant variation
in vacancy rates between asset type.
A further impact of the lack of growth is the level of businesses failing. According to the Centre for Retail Research, 2012 was the
worst year since 2008 with a 75 per cent increase in the number of failures compared to 2011. Tenant failures in the Group's
portfolio were at a low level in 2010 and 2011 but higher at 6 per cent of passing rent in 2012.
We expect that the UK will continue to be a low growth environment for some time. The principal risks facing our business are
the same as a year ago, namely tenant failures and lease expiries as retailer business models adjust to the fundamental
changes taking place in the UK retail marketplace. Our focus, scale and specialism enable us to manage these risks effectively.
The consumer opportunity
Our research has confirmed that a visit to a shopping centre is about far more than just shopping. People are increasingly
blurring the boundaries between shopping, eating and entertainment. Our customers value, for example, spending time
together, discovery and something to entertain the whole family. Their experience is influenced by a range of physical and
emotional drivers.
Technology as an enabler
Technology has facilitated further blurring of boundaries. Long-standing shopping habits are altering radically, with new
channels involved in all aspects of a purchase. Estimates indicate that almost half of UK internet users now make use of the
internet at some stage of the shopping process, more than 10 per cent of UK retail sales are now online and two thirds of all UK
consumers have researched online before buying in store.
Use of mobile devices for research and buying has exploded in the last two years. Research has shown that by mid 2012 over
half of fashion consumers had used a mobile device to make purchases and almost two thirds of smartphone owners had used
their phone in purchase processes. Several retailers have commented that shoppers using more than one channel spend more
overall than those using a single channel.
Retailers
The last few years have been a time for review and reorganisation for retailers in respect of their store portfolios. The trend for
fewer stores is also applicable for fashion retailers as multichannel reinforces the need to be able to reach customers wherever
they are, whenever they want to shop.
Store location analysis has highlighted to some retailers the need to remove poor performing stores from portfolios with other
retailers using their lease expiry profile to close non profitable locations. Given this strategy, prime locations are becoming more
prime and secondary locations are struggling to offer the customer the desired retail mix. Our portfolio is well positioned to
continue to benefit from this focus on quality locations.
Store retailing formats are also changing as retailers seek to offer the customer a brand experience when they shop physical
stores. Multichannel can mean looking and researching on a mobile device and touching and feeling and experiencing the brand
in store. This has meant larger stores for a number of retailers as they seek to offer their customer the full brand experience.
The market has also responded to customers' catering "wants" - shoppers want to have coffee when they arrive, want lunch
during their shopping day, maybe tea or champagne in the afternoon and dinner prior to going to the cinema. National figures
(source: CBRE) showing the number of units of multiple leisure and catering operators increased by more than a third over the
last five years, compared to a ten per cent increase in those selling comparison goods.
Intu seizing the opportunities of the changing marketplace
Along with the best retailers, we recognise the importance of operating coherently through multiple channels. The synergy
between online and physical retailing is demonstrated by click-and-collect and return to store facilities. These offer additional
flexibility and convenience to consumers and, for retailers, fulfilment efficiencies and incremental revenue.
We announced last month our innovative strategy to give our shopping centres a unified identity, intu, with a unique digital
presence including a transactional website.
Online messaging encourages customers to visit stores. In turn, in-store experiences are enhanced by digital functionality. A
flagship presence in the highest footfall destinations such as our centres is key to retailers' overall brand reach.
By combining our physical nationwide network with the launch in April 2013 of intu.co.uk and the roll-out of other digital services,
we will offer the compelling retail mix and convenience of a shopping centre experience both online and in our physical malls.
David Fischel
Chief Executive
27 February 2013
FINANCIAL REVIEW
In 2012 the Group's financial management has focused on creating, through an appropriate medium-term funding structure, the
financing flexibility to advance the business. In October 2012 we issued a GBP300 million 2.5 per cent convertible bond due
2018.
Key points of note
- Financial results satisfactory in challenging market background (see "Results for the year ended 31 December 2012 below)
- Underlying earnings per share slightly down at 16.1 pence
- NAV per share at 392 pence; total return for the year 4 per cent
- Improved financial flexibility (see "Financial position at 31 December 2012 below)
- New GBP300 million 2.5 per cent convertible bond due 2018 issued in October 2012
- Debt to assets ratio in targeted range at 49.5 per cent, would reduce to around 45 per cent were the
convertible bonds to convert to equity
- Interest cover ratio at 1.69x above the target level of 1.6x
RESULTS FOR THE YEAR ENDED 31 DECEMBER 2012
The general retail environment in the UK has been challenging in 2012. It is therefore encouraging that the Group's underlying
earnings per share only fell slightly in the year and that property valuations were in aggregate positive resulting in a small
increase in adjusted net asset value per share.
Income statement
The Group recorded a profit for the year of GBP159 million, an improvement on the profit of GBP34 million reported in the year
ended 31 December 2011. At an underlying level, excluding valuation and exceptional items, earnings were marginally lower at
GBP138 million (2011 GBP139 million).
The major factors in the increase in profit to GBP159 million are valuation and transaction-related items, including:
- a non-cash credit rather than charge arising from the change in fair value of the Group's financial instruments. 2012
benefited from a GBP31 million gain, whereas 2011 included a GBP193 million charge. The derivatives are largely
interest rate swaps used to hedge the interest rate payable on a significant proportion of the Group's floating rate
borrowings
- a lower level of acquisition and disposal activity, with the 2011 results having benefitted from gains arising on both the
acquisition of the Trafford Centre and the disposal of the C&C US business but including exceptional administration
costs related to the transactions
- a reduction in the revaluation gain on property valuations to GBP41 million (2011 GBP63 million)
- higher exceptional finance costs, largely interest rate swap amendments, which amounted to GBP61 million in 2012
compared to GBP48 million in 2011
- the receipt in 2012 of a distribution of shares upon demerger of newly listed Indian shopping centre developer, Prozone,
from its former parent the listed Indian retailer, Provogue
Underlying earnings, which excludes valuation and exceptional items, was marginally lower in 2012 at GBP138 million as shown
in the chart below and as set out in the Underlying Profit Statement. Taking into account additional shares issued as part of the
Trafford Centre acquisition, underlying earnings per share reduced by 2 per cent to 16.1 pence.
The principal components of the change in underlying earnings are as follows:
- while steady overall due to the full year impact of the acquisition of Trafford Centre, like-for-like net rental income
reduced by 2.7 per cent as rent increases on new and continuing leases were more than offset by the impact of tenant
administrations (see below)
- underlying net finance costs, which exclude exceptional items, reduced due to the favourable impact of increased
access to lower rates currently available more than offsetting the full year finance cost effect of the Trafford Centre
acquisition
- the impact of ongoing administration expenses increasing to GBP27 million (2011 GBP24 million), largely due to
higher employee related costs as the Group builds on its existing skills base (included in "Other" in the chart above).
The Group's gross rental income grew 2.3 per cent largely due to the impact of an extra month of income from Trafford Centre,
acquired 28 January 2011. We have also continued to achieve increases in rent on long-term lettings, in 2012 at an average of
7 per cent (2011 6 per cent), however this has been offset in the current period by rent foregone on vacancies arising from
tenant administrations.
Retailer failures are also responsible for the 3 percentage points reduction in the net rental income margin through a combination
of lost rent, higher irrecoverable service charges, void rates, bad debts and lease incentive write offs.
Property operating expense in 2012 included GBP10 million of direct costs in respect of the Group's car park operations and a
GBP8 million contribution towards shopping centre marketing.
Balance sheet
The Group's net assets attributable to shareholders have increased by GBP0.1 billion to GBP3.0 billion at the end of 2012 with
the increase largely resulting from higher property values.
As detailed in the table below, net assets (diluted, adjusted) have increased by GBP23 million from December 2011 to
GBP3,515 million as at the end of December 2012.
31 December 31 December
2012 2011
GBPm GBPm
Investment, development and trading properties 7,011.8 6,903.7
Investments 189.7 203.7
Net external debt (3,504.2) (3,374.2)
Other assets and liabilities (691.1) (787.6)
Net assets 3,006.2 2,945.6
Minority interest (29.2) (23.5)
Attributable to shareholders 2,977.0 2,922.1
Fair value of derivatives (net of tax) 481.8 520.9
Other adjustments 56.6 45.9
Effect of dilution - 3.8
Net assets (diluted, adjusted) 3,515.4 3,492.7
The investments of GBP190 million as at 31 December 2012 comprise the Group's interests in the US and India. The
investment in the US comprises 11.4 million shares in a joint venture with Equity One, a listed US REIT. Based on the Equity
One share price of $21.01 at 31 December 2012 the Group's investment has been valued at GBP147 million.
The remaining investments represent the Group's interests in India, largely comprising a 32.4 per cent interest in Prozone, a
shopping centre developer. Provogue, the Indian retailer in which the Group holds a 9.9 per cent stake, undertook a demerger
of Prozone in the first half of 2012. The demerger was achieved by way of distribution of shares in Prozone. The receipt of the
additional shares is treated as a dividend valued at GBP10.2 million. Prior to the demerger the Group had a direct 25 per cent
holding in Prozone, following the demerger the Group's holding in Prozone has now increased to 32.4 per cent. As Prozone is
classified as an associate company of the Group, the holding is valued as the Group's percentage share of the associate's
underlying net assets. The carrying value of the investment is based on the Group's accounting policies and therefore includes
property valuations undertaken in accordance with "Red Book guidelines.
The reduction in other assets and liabilities in the year is due to settling accrued balances for a CPO at St David's, Cardiff,
(GBP27 million) and REIT entry charges (GBP15 million) and a reduction in the provision for fair value of derivative financial
instruments due to payments made in the year.
Adjusted net assets per share
As illustrated in the chart below, diluted, adjusted net assets per share were 392 pence at 31 December 2012, an increase of 1
penny in the year. The increase is the net result of the property valuation gain and the retained profit for the year being only
partially offset by the 15 pence per share of dividends paid in the year and the exceptional finance and administration costs.
Cash flow
The cash flow summary below shows a net increase in cash in the year largely due to the GBP300 million convertible bond
raised in the year offsetting capital expenditure and ongoing principal repayments of the Group's debt.
2012 2011
GBPm GBPm
Underlying operating cash generated 344.3 347.4
Net finance charges paid (191.5) (201.4)
Exceptional finance and other costs (62.1) (68.7)
Net movement in working capital (4.0) (3.5)
Taxation/REIT entry charge (11.0) (41.1)
Cash flow from operations 75.7 32.7
Capital expenditure on property assets (81.2) (26.9)
Sale proceeds of property/investments 49.9 1.7
Other investing activities (17.2) (8.3)
Acquisition of businesses (4.2) (72.8)
Cash acquired with businesses 1.6 37.6
Cash sold with businesses (20.3)
Dividends (117.2) (125.6)
Cash flow before financing and equity raises (92.6) (181.9)
Net debt raised/(repaid) 192.7 (36.8)
Equity capital raised 0.1 68.4
Other (2.3) (4.1)
Net increase/(decrease) in cash and cash equivalents 97.9 (154.4)
Capital expenditure on property assets includes GBP13 million in respect of the purchase of the Group's 50 per cent share of the
Centaurus Retail Park, which is adjacent to the Mall at Cribbs Causeway, GBP5 million in respect of King George V dock, which
is adjacent to Braehead and GBP8 million for the Group's 50 per cent share of the long leasehold interest in two units in Arndale,
Manchester. A payment of GBP27 million was made to settle a CPO in respect of land related to the extension at St David's,
Cardiff. This balance was accrued in the Group's accounts as part of the development expenditure. Expenditure on existing
assets included St David's, Cardiff (GBP5 million), Lakeside (GBP5 million) and Metrocentre (GBP8 million).
The sale of 4.1 million shares of the Group's investment in Equity One generated GBP49 million in the year.
Net debt raised of GBP193 million is discussed in the Debt structure section below.
The table below illustrates that recurring cash flow covers the 2012 interim dividend of 5.0 pence per share that was paid in the
year and the proposed final dividend of 10.0 pence per share that if approved will be paid in 2013. The actual cash dividend
outlay will be less than the 15 pence per share dividend declared due to the introduction of a scrip dividend alternative with the
2012 interim dividend.
2012
Pence per
share
Underlying operating cash generated 40.3
Net finance charges excluding exceptional items (22.4)
Convertible bond coupon (0.7)
Net movement in working capital (0.5)
Recurring cash flow 16.7
Dividends paid and proposed for 2012 15.0
Capital commitments
The Group has an aggregate cash commitment to capital projects of GBP50 million at 31 December 2012.
In addition to the committed expenditure, the Group has an identified uncommitted pipeline of active management projects and
major extensions that may become committed over the next five years (see Operating Review "Creating compelling destinations
above).
It is anticipated that a total of approximately GBP50 million will be spent on capital projects in 2013.
Tax strategy and charge for the year
Being a Real Estate Investment Trust (REIT) significantly reduces the taxation costs of the Group, but brings with it the
requirement to operate within the rules of the REIT regime.
The Group's approach to taxation is approved by the Board and is subject to regular review. The Group maintains an open, up-
front and no-surprises policy in dealing with HMRC and as a result it is anticipated the Group will receive a "low risk rating from
HMRC once the recent major corporate transactions are fully absorbed into the Group. The Group seeks preclearance from
HMRC in complex areas and actively engages in discussions on potential or proposed changes in the taxation system that might
affect property tax and REIT legislation.
Since becoming a REIT in 2007 the Group has paid REIT entry charge payments of GBP199 million.
The Group continues to pay tax on overseas earnings, any UK non-property income under the REIT rules, business rates, and
transaction taxes such as stamp duty land tax and (until 17 July 2012, when it was abolished) the REIT entry charge. In the year
ended 31 December 2012, the total of such payments to HMRC was GBP28 million. In addition, the Group also collects VAT,
employment taxes and withholding tax on dividends for HMRC. Business rates, principally paid by tenants, in respect of the
Group's properties amounted to around GBP250 million in 2012.
The tax credit in the period of GBP5.1 million comprises a current tax expense on US investments of GBP0.5 million and a
deferred tax credit largely on the revaluation of interest rate swaps and investments of GBP5.6 million.
FINANCIAL POSITION AT 31 DECEMBER 2012
At 31 December 2012, the Group had net external debt of GBP3,504 million, an increase of GBP130 million compared to 31
December 2011. In addition to cash balances of GBP188 million the Group had undrawn facilities of GBP375 million at 31
December 2012, giving total headroom at the end of 2012 of GBP563 million.
Debt structure
The Group's debt is currently largely arranged on an asset-specific basis, with limited or non-recourse from the borrowing entities
to other Group companies. It is largely syndicated bank debt and CMBS structures with corporate-level debt limited to the
revolving credit facility and convertible bond.
The above chart illustrates that there is a minimal refinancing requirement in the next two years. The majority of the Group's
debt is due for refinancing between 2015-17 (see "Refinancing plan below).
During the year new debt was raised through the issue in October of GBP300 million 2.5 per cent convertible bond due 2018.
Debt repaid in the year included GBP45 million of drawings under the Group's revolving credit facility with the balance being
ongoing debt amortisation payments. Net of this and other scheduled repayments, new net debt amounted to GBP193 million.
31 December 31 December
2012 2011
Debt to assets 49.5% 48.5%
Interest cover 1.69x 1.71x
Weighted average debt maturity 6.1 years 7.0 years
Weighted average cost of gross debt 5.2% 5.6%
Proportion of gross debt with interest rate protection 98% 97%
Hedging
The majority of the Group's debt is floating rate. The Group uses interest rate swaps to fix short- and medium-term interest
obligations, reducing cash flow volatility caused by changes in interest rates. The Group is currently effectively fully hedged.
The table below sets out the nominal amount and average rate of hedging, excluding lenders' margins, in place under current
and forward starting swap contracts.
Average
Nominal amount rate
In effect on or after: GBPm %
1 year 2,970 4.25
2 years 2,808 4.33
5 years 804 4.99
10 years 679 4.82
15 years 670 4.83
20 years 458 4.58
As previously detailed, the Group has a number of forward starting interest rate swaps, which due to a change in lenders'
practice can no longer be used for hedging current or future anticipated borrowing needs. Using the 31 December 2012 forward
interest rate yields, these swaps have a market value liability of GBP199 million. Based on these rates and values, it is
estimated the Group will be required to make cash payments of GBP15 million in 2013.
Covenants
Full details of the loan financial covenants are included in the Financial Covenants section of this report. The Group is in
compliance with all of its corporate and asset-specific loan covenants. As detailed in that analysis, the headroom over the
minimum covenant levels has generally increased in the year.
Refinancing plan
The Group targets a capital structure that provides it with maximum flexibility to continue investing in its shopping centre assets
whilst minimising funding costs over the medium- and long-term.
In this context, the Group is currently working with its banks and advisers on a new debt funding platform, which is intended to
become a central source of financing for the Group. This platform would enable us to access the capital markets on an ongoing
basis alongside bank debt, thereby diversifying the Group's sources of funds and lengthening its maturities.
The platform would aim to refinance the majority of the debt maturing in 2015 2017 and is likely to be secured on a pool of
assets with the operational flexibility to contribute or substitute assets in the future.
If implemented, the Group would incur break costs of exiting swaps in respect of the assets currently anticipated to form part of
the pool of around GBP60 GBP70 million at today's rates.
Matthew Roberts
Finance Director
27 February 2013
KEY RISKS AND UNCERTAINTIES
The key risks and uncertainties facing the Group are as set out in the table below:
Risk and impact Mitigation Change 2012 commentary
Property market - Focus on prime assets <> - Overall increase in valuation of assets, out-
Macro environment performing IPD benchmark
weakness could - Covenant headroom
undermine rental income monitored and stress tested - Slight improvement in covenant headroom on
levels and property individual properties during the year
values, reducing return - Regular monitoring of tenant
on investment and strength and diversity - Positive efforts to reduce exposure to "at risk
covenant headroom tenants
Financing - Regular reporting to Board of <> - Financial position strengthened by convertible bond
Reduced availability of current and projected
funds could limit liquidity funding position - Focus on early refinancing of debt
leading to restriction of
investing and operating - Effective treasury
activities and/or increase management aimed at
in funding cost balancing long debt maturity
profile with diversification of
sources of finance
Operations - Strong business process and - Excellent H&S standards at all sites
Accident, system failure procedures supported by
or external factors could regular training and - Further investment in Risk Management
threaten the safe and exercises
secure environment - Comprehensive risk based insurance cover in place
provided for shoppers - Annual audits of operational
and retailers, leading to standards carried out by - Robust crisis management and communication
financial and/or internal and external protocols
reputational loss consultants
- Regulatory change Carbon Trust Standard
- Culture of visitor safety renewal achieved in March 2012 and CRC
compliance in place
- Retailer liaison and briefings
- Appropriate levels of
insurance
Strategy and execution - Annual strategic review by <> - Ongoing focus on the consumer opportunity and
Misjudged or poorly Board informed by external optimising performance of pre-eminent centres to
executed strategy fails to research and advice benefit from ongoing structural shift in UK retail,
create shareholder value including broader offer of leisure and catering and
- Board and management inclusion of "theatre
team experienced in
shopping centre and broader - Intu rebrand initiatives aimed at ensuring centres
retail industry benefit from the scale and revenue opportunities
afforded by a national brand and increased
- Engagement with national engagement with consumers through deployment
and international retailers of technology in centres and creation of an online
shopping platform
- Specialist advice and
extensive research
supporting rebrand initiative
Development and - Capital Projects Committee <> - Continued focus on pre-let space before committing
acquisitions reviews detailed appraisals capital to projects
Misjudged or poorly before and monitors
executed project results progress during significant - Considerable number of planning applications
in increased cost or projects including local consultations, positioning the Group
income foregone, hence for next phase of growth
fails to create - Research and third party due
shareholder value diligence undertaken for - Adequate contingency allowances
transactions
Directors' responsibilities
Statement of Directors' responsibilities
The Group's Annual Report for the year ended 31 December 2012 contains the following statement of Directors' responsibilities.
Certain parts of the Annual Report are not included within this announcement.
The Directors are responsible for preparing the Annual Report, the Directors' remuneration report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have
prepared the Group and Company financial statements in accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the
Group and Company for that period. In preparing these financial statements, the Directors are required to:
(a) select suitable accounting policies and then apply them consistently
(b) make judgements and accounting estimates that are reasonable and prudent
(c) state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material
departures disclosed and explained in the financial statements
(d) prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Company will
continue in business
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable
them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act, 2006 and,
as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the
assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the Directors, whose names and functions are listed in the Governance section of the Annual Report confirm that, to the
best of their knowledge:
(a) the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true
and fair view of the assets, liabilities, financial position and profit of the Group
(b) the Directors' report contained in the Governance section of the Annual Report includes a fair review of the
development and performance of the business and the position of the Group, together with a description of the principal
risks and uncertainties that it faces
Signed on behalf of the Board on 27 February 2013
David Fischel
Chief Executive
Matthew Roberts
Finance Director
Consolidated income statement
for the year ended 31 December 2012
2012 2011
Notes GBPm GBPm
Continuing operations
Revenue 3 525.7 516.1
Net rental income 4 362.6 364.0
Net other income 5 6.3 7.8
Revaluation and sale of investment and development property 6 40.9 63.0
Gain on acquisition of subsidiaries 27 2.3 52.9
Gain on sale of subsidiaries 40.4
Sale and impairment of other investments 1.4 (8.7)
Impairment of goodwill (8.8)
Distribution of shares received from Provogue 16 10.2
Administration expenses ongoing (26.7) (24.1)
Administration expenses exceptional 7 (1.1) (20.9)
Operating profit 387.1 474.4
Finance costs 8 (197.3) (198.9)
Finance income 0.2 0.8
Other finance costs 9 (67.9) (55.7)
Change in fair value of financial instruments 10 30.5 (193.4)
Net finance costs (234.5) (447.2)
Profit before tax and associates 152.6 27.2
Current tax 11 (0.5) (0.3)
Deferred tax 11 5.6 (2.3)
Taxation 11 5.1 (2.6)
Share of profit of associates 16 0.9 9.0
Profit for the year 158.6 33.6
Attributable to:
Owners of Intu Properties plc 155.9 30.0
Non-controlling interest 2.7 3.6
158.6 33.6
Basic earnings per share 13 17.6p 2.9p
Diluted earnings per share 13 17.3p 2.9p
Details of underlying earnings are presented in the underlying profit statement. Underlying earnings per share are shown in note
13(c).
Consolidated statement of comprehensive income
for the year ended 31 December 2012
2012 2011
Notes GBPm GBPm
Profit for the year 158.6 33.6
Other comprehensive income
Revaluation of other investments 17 28.7 (17.3)
Recognised in sale and impairment of other investments 2.7 8.7
Recognised in gain on disposal of subsidiaries (10.9)
Exchange differences (7.4) (5.5)
Tax relating to components of other comprehensive income 11 (6.0) 2.3
Other comprehensive income for the year 18.0 (22.7)
Total comprehensive income for the year 176.6 10.9
Attributable to:
Owners of Intu Properties plc 173.9 7.3
Non-controlling interest 2.7 3.6
176.6 10.9
Consolidated balance sheet
as at 31 December 2012
2012 2011
Notes GBPm GBPm
Noncurrent assets
Investment and development property 15 7,009.7 6,896.2
Plant and equipment 5.6 5.1
Investment in associate companies 16 40.9 32.5
Other investments 17 148.8 171.2
Goodwill 4.0 9.3
Derivative financial instruments 21.2 22.7
Trade and other receivables 19 104.0 91.1
7,334.2 7,228.1
Current assets
Trading property 18 2.1 7.5
Current tax assets 4.0
Derivative financial instruments 0.7
Trade and other receivables 19 66.6 69.6
Cash and cash equivalents 20 188.1 90.7
257.5 171.8
Total assets 7,591.7 7,399.9
Current liabilities
Trade and other payables 21 (220.9) (278.3)
Current tax liabilities (0.6)
Borrowings 22 (94.2) (65.4)
Derivative financial instruments (19.1) (27.5)
(334.8) (371.2)
Non-current liabilities
Borrowings 22 (3,751.6) (3,546.1)
Derivative financial instruments (495.8) (535.7)
Other provisions (1.2)
Other payables (3.3) (0.1)
(4,250.7) (4,083.1)
Total liabilities (4,585.5) (4,454.3)
Net assets 3,006.2 2,945.6
Equity
Share capital 25 434.2 430.2
Share premium 577.4 564.1
Treasury shares 26 (43.9) (29.5)
Convertible bonds 23 143.7 143.7
Other reserves 336.7 318.7
Retained earnings 1,528.9 1,494.9
Attributable to owners of Intu Properties plc 2,977.0 2,922.1
Non-controlling interest 29.2 23.5
Total equity 3,006.2 2,945.6
Consolidated statement of changes in equity
for the year ended 31 December 2012
Attributable to owners of Intu Properties plc
Non-
Share Share Treasury Convertible Other Retained controlling Total
capital premium shares bonds reserves earnings Total interest equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
At 1 January 2012 430.2 564.1 (29.5) 143.7 318.7 1,494.9 2,922.1 23.5 2,945.6
Profit for the year 155.9 155.9 2.7 158.6
Other comprehensive income:
Revaluation of other
investments (note 17) 28.7 28.7 28.7
Recognised in sale of other
investments 2.7 2.7 2.7
Exchange differences (7.4) (7.4) (7.4)
Tax relating to components
of other comprehensive
income (note 11) (6.0) (6.0) (6.0)
Total comprehensive
income for the year 18.0 155.9 173.9 2.7 176.6
Ordinary shares issued 4.0 22.3 26.3 26.3
Dividends (note 12) (127.8) (127.8) (127.8)
Transfer relating to scrip
dividends (9.0) 9.0
Interest on convertible
bonds (note 23) (5.8) (5.8) (5.8)
Share-based payments 3.8 3.8 3.8
Acquisition of treasury shares (15.6) (15.6) (15.6)
Disposal of treasury shares 1.2 (1.1) 0.1 0.1
Non-controlling interest
additions 3.0 3.0
4.0 13.3 (14.4) (121.9) (119.0) 3.0 (116.0)
At 31 December 2012 434.2 577.4 (43.9) 143.7 336.7 1,528.9 2,977.0 29.2 3,006.2
Consolidated statement of changes in equity
for the year ended 31 December 2011
Attributable to owners of Intu Properties plc
Non-
Share Share Treasury Convertible Other Retained controlling Total
capital premium shares bonds reserves earnings Total interest equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
At 1 January 2011 346.3 20.4 (29.9) 526.5 1,410.1 2,273.4 19.9 2,293.3
Profit for the year 30.0 30.0 3.6 33.6
Other comprehensive income:
Revaluation of other
investments (note 17) (17.3) (17.3) (17.3)
Recognised in impairment
of other investments 8.7 8.7 8.7
Recognised in gain on
sale of subsidiaries (10.9) (10.9) (10.9)
Exchange differences (5.5) (5.5) (5.5)
Tax relating to components
of other comprehensive
income (note 11) 2.3 2.3 2.3
Total comprehensive
income for the year (22.7) 30.0 7.3 3.6 10.9
Ordinary shares issued 83.9 543.7 627.6 627.6
Dividends (note 12) (127.8) (127.8) (127.8)
Convertible bonds 143.7 143.7 143.7
issued (note 23)
Interest on convertible (5.3) (5.3) (5.3)
bonds (note 23)
Share-based payments 3.6 3.6 3.6
Acquisition of treasury shares (0.2) (0.2) (0.2)
Disposal of treasury shares 0.6 (0.8) (0.2) (0.2)
Realisation of merger reserve (185.1) 185.1
83.9 543.7 0.4 143.7 (185.1) 54.8 641.4 641.4
At 31 December 2011 430.2 564.1 (29.5) 143.7 318.7 1,494.9 2,922.1 23.5 2,945.6
Consolidated statement of cash flows
for the year ended 31 December 2012
2012 2011
Notes GBPm GBPm
Cash flows from continuing operations
Cash generated from operations 30 339.2 323.0
Interest paid (252.7) (250.0)
Interest received 0.2 0.8
Taxation 4.2 (2.2)
REIT entry charge (15.2) (38.9)
Cash flows from operating activities 75.7 32.7
Cash flows from investing activities
Purchase and development of property, plant and equipment (81.2) (26.9)
Sale of property 1.2 1.7
Sale of other investments 48.7
Acquisition of businesses (4.2) (72.8)
Cash sold with businesses (20.3)
Cash acquired with businesses 1.6 37.6
Other investing activities (17.2) (8.3)
Cash flows from investing activities (51.1) (89.0)
Cash flows from financing activities
Issue of ordinary shares 0.1 44.7
Issue of convertible bonds 23 300.0 23.7
Acquisition of treasury shares (0.1) (0.2)
Sale of treasury shares 0.1 0.3
Partnership equity introduced 3.0
Cash transferred from restricted accounts 0.5 1.1
Borrowings drawn 101.4
Borrowings repaid (107.3) (138.2)
Interest on convertible bonds (5.8) (5.3)
Equity dividends paid (117.2) (125.6)
Cash flows from financing activities 73.3 (98.1)
Net increase/(decrease) in cash and cash equivalents 97.9 (154.4)
Cash and cash equivalents at 1 January 88.2 242.6
Cash and cash equivalents at 31 December 20 186.1 88.2
Notes
1 Accounting convention and basis of preparation
The financial information presented does not constitute the Group's financial statements for either the year ended 31 December
2012 or the year ended 31 December 2011, but is derived from those accounts. The Group's statutory accounts for 2011 have been
delivered to the Registrar of Companies and those for 2012 will be delivered following the Company's annual general meeting. The
auditors' reports on both the 2011 and 2012 accounts were not qualified or modified; did not draw attention to any matters by way of
an emphasis of matter; and did not contain any statement under Section 498 of the Companies Act 2006.
The financial statements have been prepared in accordance with International Financial Reporting Standards, as adopted by the
European Union (IFRS), IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting
under IFRS.
The financial statements have been prepared under the historical cost convention as modified by the revaluation of property,
available-for-sale investments, and certain other financial assets and liabilities. A summary of the more important Group accounting
policies is set out in note 2 to the Group's financial statements.
The accounting policies used are consistent with those applied in the last annual financial statements, as amended to reflect the
adoption of new standards, amendments, and interpretations which became effective in the year. During 2012, the following
standards, amendments and interpretations endorsed by the EU became effective for the first time for the Group's 31 December
2012 year end:
- IFRS 7 Financial Instruments: Disclosures (amendment disclosures on transfers of financial assets)
This amendment had no impact on the financial statements.
The following standards have been issued and adopted by the EU but are not effective for the year ended 31 December 2012 and
have not been adopted early:
- IFRS 7 Financial Instruments; Disclosures (amendment offsetting requirements and converged disclosure) (effective from 1
January 2013);
- IFRS 10 Consolidated Financial Statements (effective from 1 January 2014);
- IFRS 11 Joint Arrangements (effective from 1 January 2014);
- IFRS 12 Disclosure of Interests in Other Entities (effective from 1 January 2014);
- IFRS 13 Fair Value Measurement (effective from 1 January 2013);
- IAS 1 Presentation of Financial Statements (amendment) (effective from 1 July 2013);
- IAS 12 Income Taxes (amendment) (effective from 1 January 2013);
- IAS 19 Employee Benefits (revised) (effective from 1 January 2013);
- IAS 27 Separate Financial Statements (revised) (effective from 1 January 2014);
- IAS 28 Investments in Associates and Joint Ventures (revised) (effective from 1 January 2014); and
- IAS 32 Financial Instruments: Presentation (amendment) (effective from 1 January 2014).
IFRS 11, which has recently been endorsed by the EU, removes the choice of accounting treatments currently available under IAS
31 Interests in Ioint Ventures. This will impact the Group's existing accounting policy in respect of joint ventures but the accounting
for joint operations will remain unchanged. The Group's interest in joint ventures will be accounted for using the equity method
rather than proportionally consolidating the Group's share of assets, liabilities, income and expenses on a line-by-line basis. This
change will reduce total assets and total liabilities as currently presented, with no change expected in net assets. The Group does
not intend to early adopt this standard.
Other pronouncements are not expected to have a material impact on the financial statements, but may result in changes to
presentation or disclosure.
Additionally a number of standards have been issued but are not yet adopted by the EU and so are not available for early adoption.
The most significant of these are:
- IFRS 9 Financial Instruments;
- IFRS 10 Consolidated Financial Statements (amendment);
- IFRS 12 Disclosure of Interests in Other Entities (amendment);
- IAS 27 Separate Financial Statements (amendment);
- IAS 32 Financial Instruments: Presentation (amendment);
- Amendments to (transition guidance) IFRS 10, IFRS 11 and IFRS 12; and
- Amendments arising from annual improvements 2009-2011 cycle.
The impact of these on the Group is being reviewed.
The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best
knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. Where such judgements are
made they are included within the accounting policies given in note 2 to the Group's financial statements.
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the
Chairman's Statement and the Business Review. The financial position of the Group, its cash flows, liquidity position and borrowing
facilities are described in the Financial Review. In addition note 35 to the Group's financial statements includes the Group's risk
management objectives, details of its financial instruments and hedging activities, its exposures to liquidity risk and details of its capital
structure.
The Group prepares regular forecasts and projections which include sensitivity analysis taking into account reasonably possible changes
in trading performance and asset values and assesses the potential impact of these on the Group's liquidity position and available
resources.
Following the issue of the GBP300 million 2.5 per cent convertible bond on 4 October 2012, as at 31 December 2012 the Group had
GBP188.1 million of cash and GBP375.0 million of undrawn facilities. The Group has no major asset-specific debt refinancing in 2013.
The Group is currently working with its banks and advisers on a new debt funding platform, which is intended to become a central source
of financing for the Group. This platform would enable the Group to access the capital markets on an ongoing basis alongside bank debt,
thereby diversifying the Group's sources of funds and lengthening its maturities.
Based on the most recent projections the Directors have concluded that there is a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of
accounting in preparing the Group's financial statements.
2 Segmental reporting
Operating segments are determined based on the internal reporting and operational management of the Group. The Group is a UK
shopping centre focussed business and has one reportable operating segment being UK Shopping Centres.
The principal profit indicator used to measure performance is net rental income. All net rental income is derived from the UK Shopping
Centres segment and an analysis of net rental income is given in note 4.
The Group's geographical segments are set out below. This represents where the Group's assets reside and where revenues are
generated. In the case of investments this reflects where the investee is located.
Revenue Non-current assets (1)
2012 2011 2012 2011
GBPm GBPm GBPm GBPm
United Kingdom 525.7 516.1 7,123.3 7,001.7
United States 146.9 168.5
India 42.8 35.2
525.7 516.1 7,313.0 7,205.4
1 Non-current assets excluding derivative financial instruments and deferred tax assets.
3 Revenue
2012 2011
GBPm GBPm
Rent receivable and service charge income 520.1 508.6
Sale of trading property 5.6 7.5
Revenue 525.7 516.1
4 Net rental income
2012 2011
GBPm GBPm
Rent receivable 441.4 432.1
Service charge income 78.7 76.5
520.1 508.6
Rent payable (24.7) (25.5)
Service charge costs (87.0) (82.1)
Other non-recoverable costs (45.8) (37.0)
Net rental income 362.6 364.0
5 Net other income
2012 2011
GBPm GBPm
Sale of trading property 5.6 7.5
Cost of sales (5.5) (7.0)
Profit on sale of trading property 0.1 0.5
Write down of trading property (0.1) (1.0)
Dividends received from other investments 6.3 8.3
Net other income 6.3 7.8
6 Revaluation and sale of investment and development property
2012 2011
GBPm GBPm
Revaluation of investment and development property (note 15) 40.8 63.0
Sale of investment property 0.1
Revaluation and sale of investment and development property 40.9 63.0
7 Administration expenses exceptional
Exceptional administration expenses in the year totalled GBP1.1 million (2011 GBP20.9 million) which primarily relates to costs of
acquisitions. For 2011, GBP17.6 million related to the acquisition and integration of The Trafford Centre and GBP3.3 million related
to the acquisition of Broadmarsh, Nottingham.
8 Finance costs
2012 2011
GBPm GBPm
On bank loans and overdrafts 191.7 195.0
On convertible bonds 1.8
On obligations under finance leases 3.8 3.9
Finance costs 197.3 198.9
9 Other finance costs
2012 2011
GBPm GBPm
Amortisation of Metrocentre compound financial instrument 6.9 7.9
Cost of termination of derivative financial instruments and other fees1 59.9 47.8
Foreign currency movements(1) 1.1
Other finance costs 67.9 55.7
1 Amounts totalling GBP61.0 million in the year ended 31 December 2012 are treated as exceptional and therefore excluded from the calculation of underlying earnings (2011 GBP47.8 million).
10 Change in fair value of financial instruments
2012 2011
GBPm GBPm
On convertible bonds designated as at fair value through profit or loss (note 23) (11.0)
On derivative financial instruments 41.5 (193.4)
Change in fair value of financial instruments 30.5 (193.4)
11 Taxation
Taxation for the year:
2012 2011
GBPm GBPm
Overseas taxation 0.5 0.3
Current tax 0.5 0.3
Deferred tax:
On other investments (1.9) 7.6
On derivative financial instruments (3.2) (4.1)
On other temporary differences (0.5) (1.2)
Deferred tax (5.6) 2.3
Total tax (credit)/expense (5.1) 2.6
The tax credit (2011 expense) for the year is lower (2011 lower) than the standard rate of corporation tax in the UK. The
differences are explained below:
2012 2011
GBPm GBPm
Profit before tax 152.6 27.2
Profit before tax multiplied by the standard rate in the UK of 24.5% (2011 26.5%) 37.4 7.2
Disposals of properties and investments (0.5) (8.9)
Prior year deferred tax items (4.0) (7.2)
REIT exemption corporation tax (29.7) (27.8)
REIT exemption deferred tax (25.2) (0.2)
Non-deductable and other items (0.5) 3.1
Unprovided deferred tax 11.5 32.6
Reduction in tax rate 5.9 3.8
Total tax (credit)/expense (5.1) 2.6
Tax relating to components of other comprehensive income is analysed as:
2012 2011
GBPm GBPm
Current tax:
On disposal of other investments 0.4
Deferred tax:
On other investments 5.6 (2.6)
On derivative financial instruments 0.3
Tax relating to components of other comprehensive income 6.0 (2.3)
12 Dividends
2012 2011
GBPm GBPm
Ordinary shares
Prior year final dividend paid of 10.0 pence per share (2011 10.0 pence per share) 85.4 85.2
Interim dividend paid of 5.0 pence per share (2011 5.0 pence per share) 42.4 42.6
Dividends paid 127.8 127.8
Proposed final dividend of 10.0 pence per share 85.7
Following the approval by shareholders of the Scrip Dividend Scheme at the Annual General Meeting on 25 April 2012, the
Company offered shareholders the option to receive ordinary shares in lieu of the cash 2012 interim dividend of 5 pence per share
which was payable wholly as a PID. In acquiring such shares, shareholders do not incur dealing or stamp duty reserve tax costs.
Shareholders retain the right to receive the cash dividend instead of the share alternative.
As a result of elections made by shareholders, 3,268,230 new ordinary shares of 50 pence each were issued on 20 November 2012
in lieu of dividends otherwise payable, and GBP10.6 million cash was retained in the business.
Details of the shares in issue and dividends waived are given in notes 25 and 26.
13 Earnings per share
(a) Earnings per share
Basic and diluted earnings per share as calculated in accordance with IAS 33 Earnings per Share.
2012 2011
Earnings Shares Pence per Earnings Shares Pence per
GBPm million share GBPm million share
Basic earnings per share1 150.1 853.8 17.6p 24.7 840.9 2.9p
Dilutive convertible bonds, share options and share awards 7.6 56.2 0.6
Diluted earnings per share 157.7 910.0 17.3p 24.7 841.5 2.9p
1 The weighted average number of shares used for the calculation of basic earnings per share has been adjusted for shares held in the ESOP and treasury shares. Basic earnings per share are stated after
deducting interest on convertible bonds recognised directly in equity of GBP5.8 million in the year ended 31 December 2012 (2011 GBP5.3 million) in accordance with IAS 33 Earnings per Share.
(b) Headline earnings per share
Headline earnings per share has been calculated and presented as required by the Johannesburg Stock Exchange listing requirements.
2012 2011
Gross Net(1) Gross Net(1)
GBPm GBPm GBPm GBPm
Basic earnings 150.1 24.7
Remove:
Revaluation and sale of investment and development property (including associates) (41.5) (40.1) (72.1) (66.3)
Sale and impairment of other investments (1.4) (1.8) 8.7 8.7
Gain on acquisition of subsidiaries (2.3) (2.3) (52.9) (52.9)
Impairment of goodwill 8.8 8.8
Gain on sale of subsidiaries (40.4) (25.9)
Headline earnings/(loss) 114.7 (111.7)
Dilution(2) 7.6
Diluted headline earnings/(loss) 122.3 (111.7)
Weighted average number of shares 853.8 840.9
Dilution(2) 56.2 0.6
Diluted weighted average number of shares 910.0 841.5
Headline earnings/(loss) per share (pence) 13.4p (13.3)p
Diluted headline earnings/(loss) per share (pence) 13.4p (13.3)p
(1) Net of tax and non-controlling interest.
(2) The dilution impact is required to be included as for earnings per share as calculated in note 13(a) even where this is not dilutive for headline earnings per share.
(c) Underlying earnings per share
Underlying earnings per share is a nonGAAP measure but has been included as it is considered to be a key measure of the Group's
performance and an indication of the extent to which dividend payments are supported by current earnings.
2012 2011
Earnings Shares Pence per Earnings Shares Pence per
GBPm million share GBPm million share
Basic earnings per share from continuing operations(1) 150.1 853.8 17.6p 24.7 840.9 2.9p
Remove:
Revaluation and sale of investment and development
property (40.9) (4.8)p (63.0) (7.5)p
Share of associates' revaluation of investment and
development property (0.6) (0.1)p (9.1) (1.1)p
Gain on acquisition of subsidiaries (2.3) (0.3)p (52.9) (6.3)p
Gain on sale of subsidiaries (40.4) (4.8)p
Sale and impairment of other investments (1.4) (0.2)p 8.7 1.1p
Impairment of goodwill 8.8 1.0p
Distribution of shares received from Provogue (10.2) (1.2)p
Exceptional administration expenses 1.1 0.2p 20.9 2.5p
Exceptional finance costs 61.0 7.2p 47.8 5.7p
Change in fair value of financial instruments (30.5) (3.6)p 193.4 23.0p
Tax on the above (5.9) (0.7)p 1.6 0.2p
Non-controlling interest in respect of the above 8.5 1.0p 6.9 0.8p
Underlying earnings per share 137.7 853.8 16.1p 138.6 840.9 16.5p
Dilutive convertible bonds, share options and share awards 7.6 56.2 0.6
Underlying, diluted earnings per share 145.3 910.0 16.0p 138.6 841.5 16.5p
(1) The weighted average number of shares used for the calculation of basic earnings per share has been adjusted for shares held in the ESOP and treasury shares. Basic earnings per share are stated after deducting interest on convertible bonds
recognised directly in equity of GBP5.8 million in the year ended 31 December 2012 (2011 GBP5.3 million) in accordance with IAS 33 Earnings per Share.
14 Net assets per share
NAV per share (diluted, adjusted) is a non-GAAP measure but has been included as it is considered to be a key measure of the Group's
performance.
2012 2011
Net NAV per Net NAV per
assets Shares share assets Shares share
GBPm million (pence) GBPm million (pence)
NAV per share attributable to owners of
Intu Properties plc (1) 2,977.0 857.1 347p 2,922.1 853.5 342p
Dilutive convertible bonds, share options and awards 39.6 3.8 40.3
Diluted NAV per share 2,977.0 896.7 332p 2,925.9 893.8 327p
Remove:
Fair value of derivative financial instruments (net of tax) 481.8 54p 520.9 58p
Deferred tax on investment and development
property and other investments 8.7 1p 5.0 1p
Non-controlling interest in respect of the above (23.4) (3)p (30.4) (3)p
Add:
Non-controlling interest recoverable balance not
recognised 71.3 8p 71.3 8p
NAV per share (diluted, adjusted) 3,515.4 896.7 392p 3,492.7 893.8 391p
(1) The number of shares used has been adjusted for shares held in the ESOP and treasury shares.
15 Investment and development property
Freehold Leasehold Total
GBPm GBPm GBPm
At 1 January 2011 2,679.9 2,371.1 5,051.0
Trafford Centre acquisition 1,650.0 1,650.0
Broadmarsh acquisition 65.0 65.0
Additions 12.3 45.0 57.3
Disposals (1.6) (1.6)
Transferred from trading property 11.5 11.5
Surplus on revaluation 41.5 21.5 63.0
At 31 December 2011 4,395.2 2,501.0 6,896.2
Additions 62.0 11.8 73.8
Disposals (0.6) (0.5) (1.1)
Surplus on revaluation 63.7 (22.9) 40.8
At 31 December 2012 4,520.3 2,489.4 7,009.7
2012 2011
GBPm GBPm
Balance sheet carrying value of investment and development property 7,009.7 6,896.2
Adjustment in respect of tenant incentives 100.4 101.9
Adjustment in respect of head leases (37.0) (37.9)
Market value of investment and development property 7,073.1 6,960.2
The fair value of the Group's investment and development property as at 31 December 2012 was determined by independent external
valuers at that date. The valuations conform with the Royal Institution of Chartered Surveyors ("RICS) Valuation Standards 8th Edition
and with IVS 1 of International Valuation Standards, and were arrived at by reference to market transactions for similar properties.
The main assumptions underlying the valuations are in relation to market rent, taking into account forecast growth rates and yields based
on known transactions for similar properties, vacancies, letting periods and likely incentives offered to tenants.
A summary of the market value of investment and development property by valuer is given below:
2012 2011
GBPm GBPm
DTZ 4,056.2 4,012.6
Cushman & Wakefield 1,800.0 1,700.0
CBRE 936.1 931.4
Knight Frank 275.8 286.3
Others 5.0 29.9
7,073.1 6,960.2
Valuation fees are based on a fixed amount agreed between the Group and the valuers and are independent of the portfolio value.
There are certain restrictions on the realisability of investment property when a credit facility secured on that property is in place. In most
circumstances the Group can realise up to 50 per cent without restriction providing the Group continues to manage the asset. Realising
an amount in excess of this would trigger a change of control and mandatory repayment of the facility.
16 Investment in associate companies
2012 2011
GBPm GBPm
At 1 January 32.5 28.0
Share of profit of associates 0.9 9.0
Distribution of shares received from Provogue 10.2
Foreign exchange movements (2.7) (5.3)
At 31 December 40.9 32.5
17 Other investments
2012 2011
GBPm GBPm
At 1 January 171.2 16.4
Additions 179.3
Disposal of Equity One shares (44.4)
Reclassification to intercompany (6.3)
Revaluation 28.7 (17.3)
Foreign exchange movements (6.7) (0.9)
At 31 December 148.8 171.2
18 Trading property
2012 2011
GBPm GBPm
Property in development 3.2
Completed property 2.1 4.3
Trading property 2.1 7.5
The estimated replacement cost of trading property, based on their market value at 31 December 2012, is GBP2.1 million (2011
GBP7.5 million).
19 Trade and other receivables
2012 2011
GBPm GBPm
Current
Trade receivables 16.8 19.2
Other receivables 18.3 23.4
Prepayments and accrued income 31.5 27.0
Trade and other receivables current 66.6 69.6
Non-current
Other receivables 8.9 0.2
Prepayments and accrued income 95.1 90.9
Trade and other receivables non-current 104.0 91.1
Included within prepayments and accrued income are tenant lease incentives of GBP100.4 million (2011 GBP101.9 million).
20 Cash and cash equivalents
2012 2011
GBPm GBPm
Unrestricted cash 186.1 88.2
Restricted cash 2.0 2.5
Cash and cash equivalents 188.1 90.7
Restricted cash reflects amounts held to match the 2014 loan notes shown within borrowings.
21 Trade and other payables
2012 2011
GBPm GBPm
Current
Rents received in advance 95.0 98.4
Trade payables 2.0 5.4
Accruals and deferred income 78.1 112.0
Other payables 17.6 17.3
Other taxes and social security 28.2 45.2
Trade and other payables 220.9 278.3
22 Borrowings
2012
Carrying Fixed Floating Fair
value Secured Unsecured rate rate value
GBPm GBPm GBPm GBPm GBPm GBPm
Current
Bank loans and overdrafts 21.2 21.2 21.2 21.2
Commercial mortgage backed securities ("CMBS) notes 40.8 40.8 6.6 34.2 41.3
Loan notes 2014 2.0 2.0 2.0 2.0
CSC bonds 2013 26.8 26.8 26.8 26.9
Current borrowings, excluding finance leases 90.8 62.0 28.8 35.4 55.4 91.4
Finance lease obligations 3.4 3.4 3.4 3.4
94.2 65.4 28.8 38.8 55.4 94.8
Non-current
CMBS notes 2015 960.6 960.6 960.6 907.4
CMBS notes 2022 51.8 51.8 51.8 58.8
CMBS notes 2029 97.9 97.9 97.9 111.0
CMBS notes 2033 375.4 375.4 375.4 441.1
CMBS notes 2035 181.8 181.8 181.8 172.0
Bank loan 2014 135.4 135.4 135.4 135.4
Bank loans 2016 720.7 720.7 720.7 720.7
Bank loan 2017 502.5 502.5 502.5 502.5
Debentures 2027 227.4 227.4 227.4 206.5
2.5% convertible bonds 2018 (note 23) 311.0 311.0 311.0 311.0
Non-current borrowings, excluding finance leases
and Metrocentre compound financial instrument 3,564.5 3,253.5 311.0 1,063.5 2,501.0 3,566.4
Metrocentre compound financial instrument 153.5 153.5 153.5 153.5
Finance lease obligations 33.6 33.6 33.6 33.6
3,751.6 3,287.1 464.5 1,250.6 2,501.0 3,753.5
Total borrowings 3,845.8 3,352.5 493.3 1,289.4 2,556.4 3,848.3
Cash and cash equivalents (188.1)
Net debt 3,657.7
Net external debt (adjusted for Metrocentre compound financial instrument) at 31 December 2012 was GBP3,504.2 million (2011
GBP3,374.2 million).
The fair values have been established using the market value, where available. For those instruments without a market value, a
discounted cash flow approach has been used.
2011
Carrying Fixed Floating Fair
value Secured Unsecured rate rate value
GBPm GBPm GBPm GBPm GBPm GBPm
Current
Bank loans and overdrafts 18.5 18.5 18.5 18.5
Commercial mortgage backed securities ("CMBS) notes 41.1 41.1 4.1 37.0 38.1
Loan notes 2014 2.5 2.5 2.5 2.5
Current borrowings, excluding finance leases 62.1 59.6 2.5 6.6 55.5 59.1
Finance lease obligations 3.3 3.3 3.3 3.3
65.4 62.9 2.5 9.9 55.5 62.4
Non-current
CMBS notes 2015 994.4 994.4 994.4 843.7
CMBS notes 2022 52.1 52.1 52.1 56.7
CMBS notes 2029 103.1 103.1 103.1 110.6
CMBS notes 2033 380.4 380.4 380.4 404.6
CMBS notes 2035 179.5 179.5 179.5 167.4
Bank loan 2014 114.8 114.8 114.8 114.8
Bank loans 2016 779.9 779.9 779.9 779.9
Bank loan 2017 506.8 506.8 506.8 506.8
Debentures 2027 227.1 227.1 227.1 215.5
CSC bonds 2013 26.8 26.8 26.8 26.9
Non-current borrowings, excluding finance leases
and Metrocentre compound financial instrument 3,364.9 3,338.1 26.8 789.5 2,575.4 3,226.9
Metrocentre compound financial instrument 146.6 146.6 146.6 146.6
Finance lease obligations 34.6 34.6 34.6 34.6
3,546.1 3,372.7 173.4 970.7 2,575.4 3,408.1
Total borrowings 3,611.5 3,435.6 175.9 980.6 2,630.9 3,470.5
Cash and cash equivalents (90.7)
Net debt 3,520.8
Net external debt (adjusted for Metrocentre compound financial instrument) at 31 December 2011 was GBP3,374.2 million.
The maturity profile of gross debt (excluding finance leases) is as follows:
2012 2011
GBPm GBPm
Wholly repayable within one year 90.8 62.1
Wholly repayable in more than one year but not more than two years 194.6 87.2
Wholly repayable in more than two years but not more than five years 2,180.2 1,893.3
Wholly repayable in more than five years 1,343.2 1,531.0
3,808.8 3,573.6
Certain borrowing agreements contain financial and other conditions that, if contravened, could alter the repayment profile. During
the year there were no breaches of these conditions.
The Group has undrawn committed borrowing facilities. As at 31 December 2012 the Group had available facilities of GBP375.0
million of which GBP375.0 million was undrawn (2011 undrawn GBP330.0 million) expiring 2018.
Finance lease disclosures:
2012 2011
GBPm GBPm
Minimum lease payments under finance leases fall due:
Not later than one year 4.8 4.7
Later than one year and not later than five years 17.4 17.9
Later than five years 68.1 71.3
90.3 93.9
Future finance charges on finance leases (53.3) (56.0)
Present value of finance lease liabilities 37.0 37.9
Present value of finance lease liabilities:
Not later than one year 3.4 3.3
Later than one year and not later than five years 13.2 13.3
Later than five years 20.4 21.3
37.0 37.9
Finance lease liabilities are in respect of leasehold investment property. A number of the Group's head leases provide for payment
of contingent rent, usually a proportion of net rental income, in addition to the rents above.
23 Convertible bonds
2.5 per cent convertible bonds ("the 2.5 per cent bonds)
On 4 October 2012 Intu (Jersey) Limited (formerly Capital Shopping Centres (Jersey) Limited) (the "Issuer) issued GBP300.0 million 2.5
per cent Guaranteed Convertible Bonds due 2018 (the "Bonds) at par. The Company has unconditionally and irrevocably guaranteed
the due and punctual performance by the Issuer of all its obligations (including payments) in respect of the Bonds and the obligations of
the Company, as Guarantor, constitute direct, unsubordinated and unsecured obligations of the Company.
Subject to certain conditions, the Bonds are convertible into preference shares of the Issuer which are automatically transferred to the
Company in exchange for ordinary shares in the Company or (at the Company's election) any combination of ordinary shares and cash.
The Bonds can be converted at any time from 14 November 2012 up to the 20th dealing day before the maturity date.
The initial exchange price was GBP4.3752 per ordinary share, a conversion rate of approximately 22,856 ordinary shares for every
GBP100,000 nominal of the Bonds. Under the terms of the Bonds, the exchange price is adjusted on the happening of certain events
including the payment of dividends by the Company. Accordingly, following the declaration of the Company's 2012 interim dividend of 5.0
pence per ordinary share, the exchange price was adjusted to GBP4.3098 per ordinary share with effect from 17 October 2012. There
were no further adjustments to the exchange price in the year and so at 31 December 2012 the exchange price was GBP4.3098 per
ordinary share.
The 2.5 per cent bonds may be redeemed at par at the Company's option subject to the Company's ordinary share price having traded at
30 per cent above the conversion price for a specified period, or at any time once 85 per cent by nominal value of the bonds originally
issued have been converted or cancelled. If not previously converted, redeemed or purchased and cancelled, the 2.5 per cent bonds will
be redeemed at par on 4 October 2018.
A total of GBP300.0 million nominal of the Bonds were issued and remain outstanding at 31 December 2012. The Bonds are designated
as at fair value through profit or loss and so are presented on the balance sheet at fair value with all gains and losses taken to the income
statement through the changes in fair value of financial instruments line. At 31 December 2012, the fair value of the Bonds was
GBP311.0 million, with the change in fair value presented in note 10. The Bonds are listed on the Professional Securities Market.
During the year interest of GBP1.8 million in respect of the coupon rate has been recognised on the Bonds within finance costs.
3.75 per cent convertible bonds ("the 3.75 per cent bonds)
On 28 January 2011 the Company issued GBP127.6 million, 3.75 per cent perpetual subordinated convertible bonds as part of the
consideration for the acquisition of The Trafford Centre. As a condition of the acquisition the Company also issued to the Peel Group
GBP26.7 million of convertible bonds for a subscription amount of GBP23.7 million and an implied issue price of the underlying shares of
GBP3.55 per share.
A total of GBP154.3 million of the 3.75 per cent bonds were issued and remain outstanding at 31 December 2012 (2011 GBP154.3
million). These are accounted for as equity at their fair value on issue which totalled GBP143.7 million (2011 GBP143.7 million).
The 3.75 per cent bonds can be converted at the option of the bondholder at any time from 28 January 2013 at GBP4.00 per ordinary
share, a conversion rate of 250 ordinary shares for every GBP1,000 nominal. Full conversion would result in 38,579,250 ordinary shares
being issued.
The 3.75 per cent bonds may be redeemed at their principal amount at the Company's option on 28 January 2014 or any subsequent
interest payment date thereafter, or at any time once 85 per cent or more of the principal amount of the bonds originally issued have been
converted or cancelled.
During the year interest of GBP5.8 million (2011 GBP5.3 million) has been recognised on these bonds directly in equity.
24 Deferred tax provision
Under IAS 12 Income Taxes, provision is made for the deferred tax assets and liabilities associated with the revaluation of assets
and liabilities at the corporate tax rate expected to apply to the Group at the time the temporary differences are expected to reverse.
For those UK assets and liabilities benefitting from REIT exemption, the relevant tax rate will be 0 per cent (2011 0 per cent), for
other UK assets and liabilities the relevant rate is 23 per cent (2011 25 per cent) and for other assets and liabilities the relevant tax
rate will be the prevailing corporate tax rate in the relevant country.
Movements in the provision for deferred tax:
Derivative Other
Other financial temporary
investments instruments differences Total
GBPm GBPm GBPm GBPm
Provided deferred tax provision/(asset):
At 1 January 2011 (4.2) 4.2
Recognised in the income statement 7.6 (4.1) (1.2) 2.3
Recognised in other comprehensive income (2.6) 0.3 (2.3)
At 31 December 2011 5.0 (8.0) 3.0
Recognised in the income statement (1.9) (3.2) (0.5) (5.6)
Recognised in other comprehensive income 5.6 5.6
At 31 December 2012 8.7 (11.2) 2.5
Unrecognised deferred tax asset:
At 1 January 2012 (39.1) (23.1) (62.2)
Income statement items 2.0 (13.5) (11.5)
At 31 December 2012 (37.1) (36.6) (73.7)
In accordance with the requirements of IAS 12 Income Taxes, the deferred tax asset has not been recognised in the Group financial
statements due to uncertainty over the level of profits that will be available in the non-REIT elements of the Group in future periods.
25 Share capital
GBPm
Issued and fully paid
At 31 December 2011 860,347,169 ordinary shares of 50p each 430.2
Shares issued 4.0
At 31 December 2012 868,473,001 ordinary shares of 50p each 434.2
During the year the Company issued a total of 67,468 ordinary shares in connection with the exercise of options by former employees
under the Intu Properties plc Approved Share Option Scheme and the Intu Properties plc Unapproved Share Option Scheme.
Additionally, in connection with joint ownership elections by participants under the Company's Joint Share Ownership Plan (JSOP) a total
of 4,790,134 ordinary shares were issued during the year to the Trustee of the Employee Share Ownership Plan (ESOP).
On 20 November 2012 the Company issued 3,268,230 new ordinary shares to shareholders who elected to receive their 2012 interim
dividend in shares under the Scrip Dividend Scheme. The value of the Scrip Shares was calculated in accordance with the terms of the
Scrip Dividend Scheme, being the average middle market quotations for each day between 28 September to 4 October 2012 inclusive
less the gross amount of dividend payable.
Full details of the rights and obligations attaching to the ordinary shares are contained in the Company's Articles of Association. These
rights include an entitlement to receive the Company's report and financial statements, to attend and speak at General Meetings of the
Company, to appoint proxies and to exercise voting rights. Holders of ordinary shares may also receive dividends and may receive a
share of the Company's assets on the Company's liquidation. There are no restrictions on the transfer of the ordinary shares.
At 27 February 2013, the Company had an unexpired authority to repurchase shares up to a maximum of 86,034,716 shares with a
nominal value of GBP43.0 million, and the Directors have an unexpired authority to allot up to a maximum of 214,921,400 shares with a
nominal value of GBP107.5 million.
Included within the issued share capital as at 31 December 2012 are 11,351,172 ordinary shares (2011 6,840,963) held by the Trustee
of the ESOP which is operated by the Company (note 26). The nominal value of these shares at 31 December 2012 is GBP5.7 million
(2011 GBP3.4 million).
26 Treasury shares and Employee Share Ownership Plan (ESOP)
The cost of shares in Intu Properties plc held either as treasury shares or by the Trustee of the Employee Share Ownership Plan
(ESOP) operated by the Company is accounted for as a deduction from equity.
The purpose of the ESOP is to acquire and hold shares which will be transferred to employees in the future under the Group's
employee incentive arrangements. Dividends of GBP1.72 million (2011 GBP0.79 million) in respect of these shares have been
waived by agreement.
2012 2011
Shares Shares
million GBPm million GBPm
At 1 January 6.8 29.5 6.9 29.9
Acquisition of treasury shares 4.8 15.6 0.1 0.2
Disposal of treasury shares (0.2) (1.2) (0.2) (0.6)
At 31 December 11.4 43.9 6.8 29.5
27 Business combinations
On 19 December 2012 the Group acquired 100 per cent of the share capital of StyleMeTV Limited for total consideration with a fair
value of GBP3.4 million including GBP3.2 million of contingent consideration which is subject to the satisfaction of various
performance conditions. The fair value of net liabilities acquired was GBP0.6 million resulting in goodwill of GBP4.0 million being
recognised on the acquisition.
On 24 December 2012 the Group acquired 100 per cent of the share capital of Capital & Regional (Braehead) Limited (renamed Intu
Braehead Limited), which holds a 50 per cent interest in the Xscape Braehead Partnership for consideration of GBP4.0 million. As a
result of this transaction, the Group's interest in the Xscape Braehead Partnership is now 100 per cent. Assets with a fair value of
GBP30.3 million and liabilities with a fair value of GBP24.0 million were acquired, with the difference from the consideration being
included in the income statement.
28 Capital commitments
At 31 December 2012, the Board had approved GBP50.0 million (2011 GBP34.6 million) of future expenditure for the purchase,
construction, development and enhancement of investment property. Of this GBP20.0 million (2011 GBP7.7 million) is
contractually committed. The majority of this is expected to be spent in 2013.
The Group's share of joint venture commitments approved by the Board included above at 31 December 2012 was GBP6.0 million
(2011 GBP13.3 million). Of this none (2011 none) is contractually committed.
29 Contingent liabilities
As at 31 December 2012, the Group has no material contingent liabilities other than those arising in the normal course of business.
30 Cash generated from operations
2012 2011
Notes GBPm GBPm
Continuing operations
Profit before tax 152.6 27.2
Remove:
Revaluation and sale of investment and development property 6 (40.9) (63.0)
Gain on acquisition of subsidiaries 27 (2.3) (52.9)
Gain on sale of subsidiaries (40.4)
Sale and impairment of other investments (1.4) 8.7
Impairment of goodwill 8.8
Distribution of shares received from Provogue 16 (10.2)
Depreciation 1.5 1.4
Share-based payments 3.8 3.6
Lease incentives and letting costs (3.2) (4.0)
Finance costs 8 197.3 198.9
Finance income (0.2) (0.8)
Other finance costs 9 67.9 55.7
Change in fair value of financial instruments 10 (30.5) 193.4
Changes in working capital:
Change in trading property 5.4 6.5
Change in trade and other receivables (0.7) (11.6)
Change in trade and other payables (8.7) 0.3
Cash generated from operations 339.2 323.0
31 Related party transactions
Key management(1) compensation is analysed below:
2012 2011
GBPm GBPm
Salaries and short-term employee benefits 4.6 4.6
Pensions and other post-employment benefits 0.4 0.3
Share-based payments 2.2 1.8
Termination benefits 0.9
7.2 7.6
(1) Key management comprises the Directors of Intu Properties plc and those employees who have been designated as persons discharging managerial responsibility.
As John Whittaker, Deputy Chairman and Non-Executive Director of Intu, is the Chairman of the Peel Group, members of the Peel
Group are considered to be related parties. Total transactions between the Group and members of the Peel Group are shown
below:
2012 2011
GBPm GBPm
Income 2.4 2.4
Expenditure (0.6) (0.6)
Income predominantly relates to leases of office space and a contract to provide advertising services. Expenditure predominantly
relates to costs incurred under the transitional services agreement and the supply of utilities. All contracts are on an arms length
basis at commercial rates.
Balances outstanding between the Group and members of the Peel Group as at 31 December 2012 are shown below:
2012 2011
GBPm GBPm
Amounts owed by members of the Peel Group 0.1
Amounts owed to members of the Peel Group (0.1) (0.1)
Under the terms of the Group's acquisition of the Trafford Centre from the Peel Group, the Peel Group have provided a guarantee in
respect of Section 106 liabilities at Barton Square which as at 31 December 2012 totalled GBP11.0 million (2011 GBP10.6 million).
During the year the Group acquired from the Peel Group a 30.96 acre site known as King George V Docks (West) adjacent to Intu's
shopping centre at Braehead for GBP4.7 million. The Group also acquired for 2.5 million alongside a refundable deposit of 7.5
million a three year option to purchase two parcels of land in the province of Malaga, Spain.
32 General information
The Company is a public limited company incorporated in England and Wales and domiciled in the UK. The address of its registered
office is 40 Broadway, London SW1H 0BT.
The Company has its primary listing on the London Stock Exchange. The Company has a secondary listing on the Johannesburg
Stock Exchange, South Africa.
INVESTMENT AND DEVELOPMENT PROPERTY (unaudited)
Property data as at 31 December 2012
Net
Market initial "Topped Nominal
value Yield up equivalent
GBPm Ownership Note (EPRA) NIY (EPRA) yield Occupancy
As at 31 December 2012
Trafford Centre 1,800.0 100% 4.5% 4.8% 5.4% 97%
Lakeside 1,092.5 100% 5.0% 5.1% 5.6% 97%
Metrocentre 878.0 90% A 5.1% 5.5% 5.8% 96%
Braehead 601.4 100% 4.9% 5.1% 5.9% 95%
Manchester Arndale 383.3 48% B 5.2% 5.3% 5.7% 98%
The Harlequin, Watford 324.0 93% 5.4% 5.5% 6.6% 92%
Victoria Centre, Nottingham 308.0 100% 5.1% 5.3% 6.7% 94%
St David's, Cardiff 275.8 50% 5.2% 5.5% 5.9% 97%
Eldon Square, Newcastle 251.0 60% 5.1% 5.2% 6.7% 97%
Chapelfield, Norwich 242.3 100% 5.9% 6.0% 6.7% 98%
Cribbs Causeway 232.0 33% C 5.1% 5.3% 6.0% 95%
The Chimes, Uxbridge 213.0 100% 5.7% 5.8% 6.5% 100%
The Potteries, Stoke-on-Trent 166.3 100% 7.6% 7.6% 7.7% 100%
The Glades, Bromley 163.7 64% 5.8% 5.9% 7.5% 93%
Other 141.8 D
Total investment and development
property 7,073.1 5.04% 5.24% 5.94% 96%
As at 31 December 2011 6,960.2 5.12% 5.34% 5.98% 97%
Notes
A Interest shown is that of the Metrocentre Partnership in the Metrocentre (90 per cent) and the Metro Retail Park (100 per cent). The Group
has a 60 per cent interest in the Metrocentre Partnership which is consolidated as a subsidiary of the Group.
B The Group's interest is through a joint venture ownership of a 95 per cent interest in The Arndale, Manchester, and 90 per cent interest
in New Cathedral Street, Manchester.
C The Group's interest is through a joint venture ownership of a 66 per cent interest in The Mall at Cribbs Causeway and a 100 per cent interest
in The Retail Park, Cribbs Causeway.
D Includes the Group's 67 per cent economic interest in Broadmarsh, Nottingham and the Group's 100 per cent economic interest in
Xscape, Braehead.
31 December 31 December
2012 2011
GBPm GBPm
Passing rent 357.5 358.4
ERV 456.0 455.7
Weighted average unexpired lease term 7.8 years 7.5 years
Please refer to the Glossary for the definition of terms.
Analysis of capital return in the year
Market value Revaluation surplus
2012 2011 2012
GBPm GBPm GBPm %
Like-for-like property 7,016.9 6,954.4 41.5 0.6
Acquisitions 48.8 (0.7) (1.3)
Developments 7.4 5.8
Total investment and development property 7,073.1 6,960.2 40.8 0.6
FINANCIAL COVENANTS (unaudited)
Financial covenants on assetspecific debt excluding joint ventures
Loan
outstanding at 31 January 20131 LTV Loan to 31 December 2012 Interest cover Interest cover
Maturity GBPm covenant market value2 covenant actual3
Metrocentre 2015 522.7 90% 59% 120% 138%
Braehead 2015 314.8 N/A N/A 120% 330%
The Harlequin, Watford 2015 244.6 N/A N/A 120% 260%
Victoria Centre, Nottingham 2016 237.3 90% 77% 120% 397%
Chapelfield, Norwich 2016 207.4 N/A N/A 120% 159%
The Chimes, Uxbridge 2016 149.5 85% 70% 120% 177%
The Glades, Bromley 2016 118.0 85% 72% 120% 197%
Lakeside 2017 509.3 75% 47% 140% 198%
Xscape 2014 45.6 90% 80% 120% 250%
Trafford Centre
There are no financial covenants on the Trafford Centre debt. However a debt service cover ratio is assessed quarterly and where
this falls below specified levels restrictions come into force. The loan to 31 December 2012 market value ratio is 43 per cent.
Financial covenants on joint venture assetspecific debt
Loan
outstanding at Loan to Interest Interest
31 January 2013 LTV 31 December 2012 cover cover
Maturity GBPm1(1) covenant market value(2) covenant actual(3)
St David's, Cardiff 2014 93.4(4) 75% 34% 180% 275%
(1) The loan values are the actual principal balances outstanding at 31 January 2013, which take into account any principal repayments made in
January 2013. The balance sheet value of the loans includes any unamortised fees. Voluntary pre-payments of GBP15 million and GBP5 million
were made in January 2013 for The Glades, Bromley, and The Chimes, Uxbridge respectively.
(2) The Loan to 31 December 2012 market value provides an indication of the impact the 31 December 2012 property valuations could have on
the LTV covenants. The actual timing and manner of testing LTV covenants varies and is loan specific.
(3) Based on latest certified figures, calculated in accordance with loan agreements, which have been submitted between 31 December 2012 and
31 January 2013. The calculations are loan specific and include a variety of historic, forecast and, in certain instances, a combined historic
and forecast basis.
(4) 50 per cent of the debt is shown which is consistent with accounting treatment and the Group's economic interest.
Financial covenants on corporate facilities at 31 December 2012
Interest Interest Borrowings/ Borrowings/
Net worth Net worth cover cover net worth net worth
covenant actual covenant actual covenant actual
GBP375m facility, maturing in 2018* GBP750 GBP2,027. 120% 178% 110% 59%
m 1m
GBP300m due 2018 2.5 per cent
convertible bonds n/a n/a n/a n/a 175% 106%
* Tested on the Borrower Group which excludes, at the Group's election, certain subsidiaries with assetspecific finance. The facility
is secured on the Group's investments in Manchester Arndale and Cribbs Causeway.
Intu Debenture plc at 31 December 2012
Capital Capital Interest Interest
Loan cover cover cover cover
Maturity GBPm covenant actual covenant actual
2027 231.4 150% 207% 100% 108%
The debenture is currently secured on the Group's interests in The Potteries, Stoke-on-Trent, Eldon Square, Newcastle and Broadmarsh,
Nottingham.
Should the capital cover or interest cover test be breached Intu Debenture plc (formerly Capital Shopping Centres Debenture PLC) (the
issuer) has three months from the date of delivery of the valuation or the latest certificate to the Trustees to make good any deficiencies.
The issuer may withdraw property secured on the debenture by paying a sum of money or through the substitution of alternative property
provided that the capital cover and interest cover tests are satisfied immediately following the substitution.
UNDERLYING PROFIT STATEMENT (unaudited)
For the year ended 31 December 2012
Six months Six months Six months Six months
Year ended Year ended ended ended ended ended
31 December 31 December 31 December 31 December 30 June 30 June
2012 2011 2012 2011 2012 2011
GBPm GBPm GBPm GBPm GBPm GBPm
Net rental income 362.6 364.0 180.8 186.1 181.8 177.9
Net other income 6.3 7.8 3.2 4.1 3.1 3.7
368.9 371.8 184.0 190.2 184.9 181.6
Administration expenses (26.7) (24.1) (13.4) (12.3) (13.3) (11.8)
Underlying operating profit 342.2 347.7 170.6 177.9 171.6 169.8
Finance costs (197.3) (198.9) (98.8) (100.8) (98.5) (98.1)
Finance income 0.2 0.8 0.1 0.2 0.1 0.6
Other finance costs (6.9) (7.9) (3.4) (3.9) (3.5) (4.0)
Underlying net finance costs (204.0) (206.0) (102.1) (104.5) (101.9) (101.5)
Underlying profit before
tax and associates 138.2 141.7 68.5 73.4 69.7 68.3
Tax on underlying profit (0.8) (1.0) (0.3) (0.3) (0.5) (0.7)
Remove amounts
attributable to non-controlling
interest 5.8 3.3 2.8 2.1 3.0 1.2
Share of underlying
profit/(loss) of associates 0.3 (0.1) 0.1 0.2 (0.1)
Interest on convertible bonds
deducted directly in equity (5.8) (5.3) (2.9) (2.9) (2.9) (2.4)
Underlying earnings 137.7 138.6 68.2 72.3 69.5 66.3
Underlying earnings per
share (pence) 16.1p 16.5p 8.0p 8.5p 8.1p 8.0p
GLOSSARY
ABC1 customers
Proportion of customers within UK social groups A, B and C1, defined as members of households whose chief earner's
occupation is professional, higher or intermediate management or supervisory.
Annual property income
The Group's share of passing rent plus the external valuers' estimate of annual excess turnover rent, additional rent in
respect of unsettled rent reviews and sundry income such as that from car parks and mall commercialisation.
Debt to assets ratio
Net external debt divided by the market value of investment and development property.
Diluted figures
Reported amounts adjusted to include the effects of dilutive potential shares issuable under convertible bonds and
employee incentive arrangements.
Earnings per share
Profit for the period attributable to owners of Intu divided by the weighted average number of shares in issue during the period.
EPRA
European Public Real Estate Association, the publisher of Best Practice Recommendations intended to make financial
statements of public real estate companies in Europe clearer, more transparent and comparable.
ERV (estimated rental value)
The external valuers' estimate of the Group's share of the current annual market rent of all lettable space net of any
nonrecoverable charges, before bad debt provision and adjustments required under IFRS regarding tenant lease incentives.
Exceptional items
Exceptional items are those items that in the Directors' view are required to be separately disclosed by virtue of their size
or incidence to enable a full understanding of the Group's financial performance.
Headline rent ITZA
Annual contracted rent per square foot after expiry of concessionary periods in terms of zone A.
Interest cover
Underlying operating profit excluding trading property related items divided by the net finance cost plus interest on
convertible bonds recognised in equity excluding the change in fair value of derivatives, exceptional finance costs and
amortisation of compound financial instruments.
Interest rate swap
A derivative financial instrument enabling parties to exchange interest rate obligations for a predetermined period. These
are used by the Group to convert floating rate debt to fixed rates.
IPD
Investment Property Databank Ltd, producer of an independent benchmark of property returns.
Likeforlike property
Investment property which has been owned throughout both periods without significant capital expenditure in either period, so
that income can be compared on a like-for-like basis. For the purposes of comparison of capital values, this will also include
assets owned at the previous reporting period end but not throughout the prior period.
Loantovalue (LTV)
LTV is the ratio of attributable debt to the market value of an investment property.
NAV per share (diluted, adjusted)
NAV per share calculated on a diluted basis and adjusted to reflect any unrecognised surplus on trading properties (net of
tax), to remove the fair value of derivatives (net of tax) and to remove deferred tax on investment and development
property, and other investments.
Net asset value (NAV) per share
Net assets attributable to owners of Intu Properties plc divided by the number of ordinary shares in issue at the
period end.
Net external debt
Net debt after removing the Metrocentre compound financial instrument.
Net initial yield (EPRA)
Annualised net rent on investment property (after deduction of revenue costs such as head rent, running void, service
charge after shortfalls, empty rates and merchant association contribution) expressed as a percentage of the gross market
value before deduction of theoretical acquisition costs, consistent with EPRA's net initial yield.
Net rental income
The Group's share of net rents receivable as shown in the income statement, having taken due account of non-recoverable
costs, bad debt provisions and adjustments to comply with IFRS including those regarding tenant lease incentives.
Nominal equivalent yield
Effective annual yield to a purchaser from the assets individually at market value after taking account of notional acquisition
costs assuming rent is receivable annually in arrears, reflecting estimated rental values (ERV) but disregarding potential
changes in market rents.
Occupancy
The passing rent of let and under offer units expressed as a percentage of the passing rent of let and under offer units plus
ERV of un-let units, excluding development and recently completed properties. Units let to tenants in administration and still
trading are treated as let and those no longer trading as un-let.
Passing rent
The Group's share of contracted annual rents receivable at the balance sheet date. This takes no account of accounting
adjustments made in respect of rent free periods or tenant incentives, the reclassification of certain lease payments as
finance charges or any irrecoverable costs and expenses, and does not include excess turnover rent, additional rent in
respect of unsettled rent reviews or sundry income such as from car parks etc. Contracted annual rents in respect of
tenants in administration are excluded.
Property Income Distribution (PID)
A dividend, generally subject to UK withholding tax at the basic rate of income tax, that a UK REIT is required to pay to its
shareholders from its qualifying rental profits. Certain classes of shareholder may qualify to receive a PID gross,
shareholders should refer to www.intugroup.co.uk for further information. The Group can also pay
non-PID dividends which are not subject to UK withholding tax.
Real Estate Investment Trust (REIT)
A tax regime which exempts from corporation tax the rental profits and capital gains of the REIT's qualifying investment
property activities. In the UK, the regime must be elected into and the REIT must meet certain ongoing qualifications,
including the requirement to distribute at least 90 per cent of qualifying rental profits to shareholders. The Group elected
for REIT status with effect from 1 January 2007.
Scrip dividend scheme
The Group offers shareholders the opportunity to participate in the Scrip Dividend Scheme. This enables participating shareholders
to receive shares instead of cash when a Scrip Alternative is offered for a particular dividend. For more information, please
visit www.intugroup.co.uk/investors/shareholders-bondholders/dividends.
Tenant (or lease) incentives
Any incentives offered to occupiers to enter into a lease. Typically incentives are in the form of an initial rent free period
and/or a cash contribution to fit-out the premises. Under IFRS the value of incentives granted to tenants is amortised
through the income statement on a straight-line basis over the lease term.
Topped-up NIY (EPRA)
Net initial yield adjusted for the expiration of rent free periods and other unexpired lease incentives.
Total financial return
The change in NAV per share (diluted, adjusted) plus dividends per share paid in the period expressed as a percentage of
opening NAV per share (diluted, adjusted).
Trading property
Property held for trading purposes rather than to earn rentals or for capital appreciation and shown as current assets in the
balance sheet.
Underlying earnings per share (EPS)
Earnings per share adjusted to exclude valuation movements, exceptional items and related tax.
Underlying figures
Amounts described as underlying exclude valuation movements, exceptional items and related tax.
Vacancy rate (EPRA)
The ERV of vacant space divided by total ERV.
Yield shift
A movement (usually expressed in basis points) in the yield of a property asset.
Dividends
The Directors of Intu Properties plc have proposed a final dividend per ordinary share (ISIN GB0006834344) of 10.0 pence (2011
10.0 pence) to bring the total dividend per ordinary share for the year to 15.0 pence (2011 15.0 pence).
This dividend may be partly paid as a Property Income Distribution ("PID) and partly paid as a non-PID. The PID element
will be subject to deduction of a 20 per cent withholding tax unless exemptions apply (please refer to the Special note below).
Any non-PID element will be treated as an ordinary UK company dividend. Should the Directors decide to offer a Scrip alternative to
the 2012 final dividend, shareholders will be advised no later than Friday, 5 April 2013. The Board may decide to offer a scrip
dividend where those opting for a cash dividend would receive 10.0 pence as a PID, subject to UK withholding tax, and those opting
for a scrip dividend would receive shares based on 8.5 pence being paid as a PID, subject to UK withholding tax, and 1.5 pence
being paid as an ordinary dividend. Alternatively, the Board may instead decide to pay a cash-only dividend which would have 9.0
pence being paid as a PID, subject to UK withholding tax, and 1.0 pence being paid as an ordinary dividend. For South African
shareholders, non-PID cash dividends may be subject to deduction of South African Dividends Tax at 15 per cent.
The following are the salient dates for the payment of the proposed final dividend:
Thursday, 11 April 2013
Sterling/Rand exchange rate struck
Friday, 12 April 2013
Sterling/Rand exchange rate and dividend amount in SA currency announced
Monday, 22 April 2013
Ordinary shares listed ex-dividend on the Johannesburg Stock Exchange
Wednesday, 24 April 2013
Ordinary shares listed ex-dividend on the London Stock Exchange
Friday, 26 April 2013
Record date for 2012 final dividend in London and Johannesburg
UK Shareholders only: Last date for receipt of Tax Exemption forms to permit dividends to be paid gross
Tuesday, 4 June 2013
Dividend payment day for shareholders
South African shareholders should note that, in accordance with the requirements of Strate, the last day to trade cum-dividend will
be Friday, 19 April 2013 and that no dematerialisation or rematerialisation of shares will be possible from Monday, 22 April 2013 to
Friday, 26 April 2013 inclusive. No transfers between the UK and South African registers may take place from Thursday, 11 April
2013 to Sunday, 28 April 2013 inclusive.
PID Special note:
The following applies to the PID element only of the 2012 final dividend:
UK shareholders: For those who are eligible for exemption from the 20 per cent withholding tax and have not previously registered
for exemption, an HM Revenue & Customs ("HMRC) Tax Exemption Declaration is available for download from the "Investors
section of the Intu Group website (www.intugroup.co.uk), or on request to our UK registrars, Capita Registrars. Validly completed
forms must be received by Capita Registrars no later than the Record Date, Friday, 26 April 2013, otherwise the dividend will be paid
after deduction of tax.
South African and other non-UK shareholders: South African shareholders may apply to HMRC after payment of the dividend for
a refund of the difference between the 20 per cent withholding tax and the UK/South African double taxation treaty rate of 15 per
cent. Other non-UK shareholders may be able to make similar claims. Refund application forms for all non-UK shareholders are
available for download from the "Investors section of the Intu website (www.intugroup.co.uk), or on request to our SA registrars,
Computershare, or HMRC. Refunds are not claimable from Intu Properties plc, the South African Revenue Service or other national
authorities, only from the UK's HMRC.
Additional information on PIDs can be found at www.intugroup.co.uk/investors/shareholders-bondholders/real-estate-investment-
trust/
The above does not constitute advice and shareholders should seek their own professional guidance. Intu Properties plc does not
accept liability for any loss suffered arising from reliance on the above.
Sponsor
Merrill Lynch South Africa (Pty) Ltd
Date: 27/02/2013 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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