Wrap Text
Results for the year ended 31 August 2015
REDEFINE INTERNATIONAL P.L.C.
(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00B8BV8G91
(“Redefine International” or “the Company” or the “Group”)
RESULTS FOR THE YEAR ENDED 31 AUGUST 2015
PORTFOLIO EXPANDED AND REPOSITIONED FOR GROWTH
Redefine International, the FTSE 250 income focused UK-REIT, which has a primary listing on the London Stock
Exchange and a secondary listing on the Johannesburg Stock Exchange, today announces its results for the year
ended 31 August 2015.
Highlights
Year ended Year ended
£m 31 August 2015 31 August 2014
Earnings available for distribution (£m) 44.4 39.1
Earnings available for distribution per share (p) 3.2 3.3
Dividend per share (p) 3.25 3.20
Adjusted NAV per share (p) 41.7 40.5
Pro forma LTV (%) 40.7 48.1
Cash (£m) (including share of joint ventures) 95.9 91.3
Financial
- Earnings available for distribution increased 13.6% to £44.4 million (2014: £39.1 million)
- Second interim dividend of 1.65p per share taking full year dividends to 3.25p per share (2014: 3.20p per share),
an increase of 1.6%
- Adjusted NAV per share 41.7p (2014: 40.5p), an increase of 3.0%
- Balance sheet strengthened with Group LTV reduced to 40.7% (2014: 48.1%)
- Weighted average cost of debt reduced by 30bps to 3.9% (2014: 4.2%)
- Cash and available facilities of £95.9 million (2014: £91.3 million)
Operating
- Portfolio repositioned enhancing quality and reinforcing geographic focus
- Remaining shareholding in Cromwell sold, realising net proceeds of £57.1 million
- Over £145 million of capital recycled following disposal of non-core assets
- Occupancy increased to 98.1% (2014: 97.6%)
- €157 million acquisition of German retail portfolio in joint venture with Redefine Properties
- Acquisition of DoubleTree by Hilton, Edinburgh for £25.3 million
- Transformational acquisition of £490 million AUK Portfolio post year end
Corporate
- Successful equity placement generating gross proceeds of £70.9 million
- Board strengthened with the appointment of Robert Orr as a Non-Executive Director
- Appointment of Donald Grant as CFO
Greg Clarke, Chairman, commented:
“This has been another active and successful year for Redefine International. The management team is continuing to
drive the Company forward and has effectively executed our strategy to reposition the portfolio for future growth.
Once the transactions have completed, the addition of the AUK assets, together with the other improvements made
throughout the year, provide us with a significantly enhanced portfolio, both in terms of quality and geography, and we
are looking to the future with renewed confidence to build on the Company’s income potential.”
Mike Watters, Chief Executive, commented:
“Following a busy year which has been defined by a major refocusing of the business, we have announced a solid set
of results, which show an increase in earnings and NAV as well as reduced leverage. Our continued disciplined
investment approach, following the successful equity raise completed in March 2015, has meant that a large cash
balance was held throughout the second half of the financial year causing a temporary cash drag on earnings
available for distribution. However this cash, together with the proceeds of the Cromwell share sale, has now been
deployed in the AUK transaction, and our confidence, given the quality of the enlarged portfolio and the outlook for the
business is reflected in an increased dividend of 3.25p per share for the year.”
Meeting, webcast and conference call
A meeting for analysts and investors will take place today at 09.00 (UK local time) at FTI Consulting, 200 Aldersgate,
Aldersgate Street, London, EC1A 4HD. The meeting can also be accessed via a conference call dial in facility and
webcast link, starting at 09.00am (UK time) 11.00am (SA time), using the details below. The presentation will be
made available on the Company’s website http://www.redefineinternational.com/investor-relations/financial-reports.
Conference call
Dial in numbers: United Kingdom Local +44(0)20 3427 1912 and South Africa Local +2711 019 7076
Confirmation Code: 3704024
Webcast link: http://webcasting.brrmedia.co.uk/broadcast/55fbd0d4635d4f936e4a13e6
For further information, please contact:
Redefine International P.L.C.
Michael Watters, Stephen Oakenfull Tel: +44 (0) 20 7811 0100
FTI Consulting
UK Public Relations Adviser
Dido Laurimore, Claire Turvey, Ellie Sweeney Tel: +44 (0) 20 3727 1000
FTI Consulting
SA Public Relations Adviser
Max Gebhardt Tel: + 27 (0) 11 214 2402
JSE Sponsor
Java Capital Tel: + 27 (0) 11 722 3050
Disclaimer
This release includes statements that are forward-looking in nature. Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance or achievements of Redefine International P.L.C to
be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. Any information contained in this release on the price at which shares or other securities in Redefine International
P.L.C 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.
Chief Executive’s Report
This has been another active year for the Company with significant levels of capital recycling to consolidate and
reposition our portfolio for future growth.
Our investment and geographic focus have been significantly enhanced following the sale of our remaining
shareholding in the Cromwell Group and the sale of our Swiss properties. The portfolio is now entirely focused on our
core markets of the UK and Germany, Europe’s two strongest economies and its most liquid real estate markets.
The property investment market remained highly competitive for good quality assets throughout the year. We
continued our disciplined investment approach with the deployment of the £70.0 million of new equity raised in March
2015.
This approach, and therefore, the time taken to secure the Aegon (“AUK”) portfolio, has impacted this year’s results
with the Company holding large cash balances throughout the second half of the year.
Our portfolio is anticipated to exceed £1.5 billion following the conclusion of the AUK transaction. We believe this
acquisition will enhance the quality of our portfolio, provide improved returns and growth prospects, and cement our
position as a leading FTSE 250 income focused UK-REIT.
Results
Earnings available for distribution increased to £44.4 million (2014: £39.1 million). Underlying distributable earnings
per share declined 2.0% to 3.2p which, given the impact of the cash drag from the delayed investment of the equity
raise, was in line with expectations. The additional shares in issue during the second half of the year impacted
underlying distributable EPS by c. 0.11–0.15 pence per share.
Adjusted NAV increased 3.0% to 41.7p which included a net negative foreign exchange impact on the market value of
our portfolio of £19.9 million or 1.4p per share. Underlying property valuations, excluding the effect of foreign
exchange movements, increased by £33.6 million or 3.5%.
Dividends
The Board has declared a second interim dividend of 1.65p to be paid on 4 December 2015 which, together with the
interim dividend of 1.60p per share, gives a total dividend for the year of 3.25p, a 1.6% increase on last year (2014:
3.20p).
Operational highlights
Occupancy across the portfolio improved to 98.1% (2014: 97.6%) reflecting stronger occupier demand across our
portfolio. The majority of our shopping centres in the UK are now close to being fully occupied, creating opportunities
to drive rental income.
Our average unexpired lease term now stands at 8.7 years with lease expiries over the next five years totalling only
31.1% of gross rental income. Our occupiers are diversified across different sectors and markets providing a risk
averse and resilient income stream.
The UK Hotel portfolio produced another strong set of results both in terms of income and capital growth. The
Company’s associate, RedefineBDL Hotel Group Limited (“RedefineBDL”), established International Hotel Group
Limited (“IHGL”) a separate hotel investment company listed on the JSE and LUX, which will be used to acquire hotel
assets and assist in the growth of the RedefineBDL management platform. The Company has invested £3.8 million by
way of a private placement in IHGL.
AUK acquisition
We exchanged contracts in September 2015 to acquire the AUK portfolio for £437.2 million and Banbury Cross Retail
Park for £52.5 million, from the same vendor, the Aegon UK Property Fund. These acquisitions are expected to be
transformational for the Company, supporting our strategy to generate consistent and growing income returns.
The AUK portfolio acquisition is split into two tranches; Tranche 1 comprises nine properties for a purchase price of
£203.5 million and Tranche 2 comprises ten properties for a purchase price of £233.7 million. The acquisition of
Banbury Retail Park and Tranche 1 have completed since year end and were funded through existing cash resources
and a partial drawdown of a newly secured £303.0 million bank facility.
The funding of Tranche 2 will be supported by new equity, asset sales and bank debt. The decision to raise new
equity will be subject to market conditions to ensure that any equity raise is in the best interests of shareholders.
Redefine Properties has provided an irrevocable commitment to subscribe for £70.0 million of any associated equity
capital raise. In addition, should an equity capital raise not proceed, Redefine Properties has provided a £135.0 million
loan facility which may be utilised to fund Tranche 2 and repaid within three months of utilisation, or otherwise
converted into equity in the transaction (at cost) to form a 50/50 joint venture.
These options provide the Company with security over funding the transaction and maximum flexibility.
Outlook
Following a period of growth and capital recycling, we are now focused on consolidating recent acquisitions and
driving income growth from the portfolio. We will continue to sell mature assets that have successfully fulfilled their
business plans and to recycle capital into assets with better long term growth prospects.
We are actively assessing options around our long term capital structure to ensure that we have access to varied
sources of cost efficient funding which also provide operational flexibility. Our recent growth has significantly
enhanced our options in this regard. Balance sheet leverage is expected to increase temporarily following the AUK
transaction, however, we are committed to maintaining leverage within our target range of 40-50%, with consideration
for where we are in the property cycle. We have successfully reduced our weighted average cost of debt by 30 bps to
3.9% and will continue to take advantage of the current low interest rate environment to refinance near term debt
maturities at lower “all-in” interest rates.
We have made key appointments in senior positions to support the growth of the Company and welcome Donald
Grant as our new CFO. Donald brings a wealth of experience having held senior finance positions in the financial
services and listed real estate sector.
We are confident that the actions we are taking will continue to drive the growth of the Company and deliver
consistent and growing income returns.
Mike Watters
Chief Executive
28 October 2015
Strategic Report
Our markets
The investment market, both in the UK and Germany, continues to benefit from strong demand, albeit that levels of
investment have normalised following record investment volumes in the second quarter of 2015. International
investors continue to dominate the UK investment market with a similar trend now evident in Germany.
Rental values in the UK have continued on an upward trend although this has been driven to a large extent by the
office and distribution sectors, principally in London and the South East. Growth in retail rents has been more muted
although there has been some encouraging data in the second half of 2015. Demand from retailers in Germany
continued to strengthen during the year, with interest improving from both local and international brands. Demand
continues to outweigh supply in prime locations which is having a positive knock-on effect on secondary locations.
With performance in the next phase of the property cycle likely to be more heavily weighted to income returns and
rental growth, our approach toward recycling capital into assets with strong fundamentals and occupier demand is as
important as ever.
Reshaping our portfolio
The Group’s geographic exposure has been streamlined following the sale of our remaining investment in Cromwell
and the Swiss portfolio. The Group’s core portfolio is now wholly focused on the UK and Germany, Europe’s two
strongest economies and its largest real estate investment markets. Capital recycling and new investment have also
significantly repositioned the portfolio to locations with stronger economic fundamentals and improved occupier
demand.
Our recent acquisition and disposal activities have improved the overall quality of the portfolio and enhanced
expectations of rental and income growth. The AUK portfolio provides the potential to add net rental income of £2.2
million per annum over the medium-term through the letting of vacant space. The Group’s pro-forma portfolio,
incorporating 100% ownership of the AUK portfolio, increases the average lot size and the quality of our assets,
providing enhanced liquidity.
We expect income returns to form an increasing proportion of total property returns over the medium-term. Our
strategy of delivering long-term sustainable income returns and proactively positioned the portfolio to improve income
and rental growth prospects is, we believe, well suited to the next phase of the property cycle.
Acquisitions
Retail portfolio joint venture, Germany
The most significant transaction completed during the year was the acquisition of a portfolio of 56 German retail
assets in joint venture with Redefine Properties. The portfolio, valued at €156.8 million, was acquired together with
existing debt facilities of €100.0 million, which were refinanced post acquisition. The Company’s share of the total
consideration was €46.1 million (including our share of break costs of €6.8 million) which provided an initial yield on
equity of 11.0%. The portfolio provides annualised gross rental income of €12.6 million with a WAULT of 9.8 years and
is let to leading German retailers Edeka, Netto, Rossmann and Real (together accounting for over 90% of gross rental
income). The value of the portfolio has increased by 3.0% to €161.5 million since the acquisition with a number of
further asset management opportunities still to be delivered.
DoubleTree by Hilton Hotel, Edinburgh
This 138 bedroom hotel was acquired in September 2014 for £25.3 million (£26.9 million including transaction costs).
The hotel was rebranded and extensively refurbished prior to acquisition and provides high quality, flexible
accommodation to business travellers and tourists. The hotel is managed by RedefineBDL.
Premium portfolio, Germany
The remaining 44.9% interest in the Premium portfolio was acquired for an equity consideration of €3.6 million
(£2.8 million) reflecting a portfolio valuation of €33.4 million and a net initial yield of 6.9%. The portfolio is currently
valued at €36.0 million, a 7.8% increase since acquiring the additional stake.
Purchase price Gross rental Net initial yield
Acquisitions (UK) Acquisition date Sector £m income £m %
DoubleTree by Hilton, Edinburgh 22 September 2014 UK Hotels 25.3 1.8 6.9
Purchase price Gross rental Net initial yield
Acquisitions (Europe) Acquisition date Sector €m income €m %
Premium portfolio, Germany(1) 19 December 2014 Europe 33.4 2.5 6.9
Retail portfolio JV, Germany(2)
29 January 2015 Europe 156.8 12.6 7.5
Notes:
1. The Company acquired the remaining 44.9% interest from its joint venture partner for €3.6 million.
2. The acquisition was made in joint venture with Redefine Properties.
Delta portfolio
Three assets were also acquired from the Delta portfolio security pool for approximately £15.6 million. The net
proceeds were used to repay the Delta loan facility. The consideration reflected a net initial yield of 13.0%.
Disposals
Our strategy of recycling capital into assets which more closely align with occupier requirements aims to reposition the
portfolio for long-term growth. Sales during the year focused on smaller assets and those assets we believe have
limited growth potential.
The sale of our Swiss portfolio for CHF36.0 million (€24.3 million) reflected a net initial yield of 3.9%. The Group no
longer has any exposure to the Swiss market.
Delamere Place, Crewe was sold in May for £5.5 million. The property had been held primarily as a long-term
development option, however a development scheme was not considered viable at present, and so the decision was
taken to dispose of the asset.
York and Bremervörde were also sold during the year for £1.9 million and €3.1 million respectively, these were smaller
assets in non-core locations.
Gross rental
Disposals Disposal date Sector Sales price £m income £m Net initial yield %
Clifton More, York 4 February 2015 UK Commercial 1.9 0.3 13.0
Delamere Place, Crewe 20 May 2015 UK Retail 5.5 0.8 11.4
Gross rental
Disposals Disposal date Sector Sales price €m income €m Net initial yield %
Bremervörde 24 August 2015 Europe 3.1 0.4 10.9
Swiss portfolio 28 August 2015 Europe 24.3 1.6 3.9
Leasing
Across the portfolio 157 lease events were completed during the year. 95 rent reviews were agreed, providing a total
rent of £16.2 million, 5.8% above the previous passing rent. 62 new lettings or renewals were completed providing a
total rent of £3.2 million, 3.1% above ERV.
The Group’s lease expiry profile provides a relatively even spread of lease maturities with less than 30% of gross
rental income subject to tenant break options or expiries in the next five years.
Lease expiry profile
(incl. proportionate share of joint
ventures)
31 August 2015 31 August 31 August 31 August 31 August 31 August >31 August
£m 2016 2017 2018 2019 2020 2020
UK Retail 2.7 3.1 1.8 1.5 1.2 16.4
UK Hotels - - - - - 14.4
UK Commercial 1.1 0.2 4.2 0.2 - 7.4
Europe 0.6 1.0 0.5 0.6 3.3 13.8
Total 4.4 4.3 6.5 2.3 4.5 52.0
% of total rent roll 6.0% 5.8% 8.8% 3.1% 6.1% 70.2%
Top tenants
Our tenants provide a diverse source of rental income backed by strong covenants. Our top ten tenants account for
34.6% of gross rental income.
Gross rental income % of total gross renal
Top 10 tenants
(share) income (share)
31 August 2015
£m £m
RedefineBDL (IHG franchised hotels) 11.9 11.4
UK Government (First Secretary of State) 7.6 7.3
Tesco 3.4 3.3
VBG 2.7 2.6
Edeka 2.6 2.5
Real 1.8 1.7
OBI 1.7 1.6
Debenhams 1.5 1.4
Primark 1.5 1.4
Wilkinsons 1.4 1.4
Total 36.1 34.6
Notes:
1. Figures at 31 August 2015 and reflect share of joint ventures
2. Bremervörde income as at 28/2/15 was €0.4 million. Assuming 7% costs and a sale price of €3.1 million, this equates to a 10.9% NIY.
Development
Weston Favell, Northampton
The first two phases of the rebranding and redevelopment project have commenced and are progressing well. The
investment of £4.6 million to rebrand the centre and reconfigure the ground floor retail space is expected to support
future phases and generate demand from retailers. Amazon click and collect boxes are being provided as part of the
redevelopment and should contribute to a drive in footfall.
Primark, Ingolstadt
A conditional agreement for lease was signed with Primark in January 2015 for a new 5,200 sqm (56,000 sqft) store.
Once completed, the scheme will provide approximately 7,700 sqm of net retail space including an existing H&M
store. The development will include a further 1,100 sqm of office space and 15 residential units, totalling
approximately 1,300 sqm.
Development works commenced in September 2015 and the scheme is expected to be delivered in late 2016.
Capital projects summary as at 31 August 2015
Yield on cost
Capex estimate (est.)
Scheme Description Planning Start £m %
City Arcaden, Ingolstadt - Complete redevelopment of Approved In progress 8.5 6.8
existing centre
- Scheme to deliver new 5,200
sqm Primark store
- H&M to be retained and adjoin
Primark
Weston Favell - Extension and reconfiguration of Approved In progress 4.6 n/a
ground floor mall
- Rebranding and aesthetic
enhancements
Crescent Centre, Bristol - Redevelopment of entrance Pre-application Q2 2016 2.0 18.7
- Additional tenant amenities stage
Birchwood, Warrington - Demand-led extension Pre-application Q3 2016 1.3 9.8
- Discount retailers and casual stage
dining
Delta 900, Swindon - Complete refurbishment Approved Q4 2015 0.9 15.5
- Pre-let agreed
Total 17.3
AUK portfolio
The combined AUK portfolio (including Banbury Cross Retail Park) was exchanged post year end for a combined
purchase price of £489.7 million. The portfolio comprises largely institutional quality assets which have strong property
fundamentals and scope for adding capital value through active asset management. The acquisition increases the
Group’s exposure to Greater London and the South East and includes four good quality distribution assets in
established locations.
Assuming the full value of the AUK portfolio, 45.0% of the Group’s portfolio will be in Greater London, the “Big 6” UK
regional cities (Birmingham, Bristol, Edinburgh, Glasgow, Manchester and Leeds), and the “Big 5” German cities
(Berlin, Düsseldorf, Hamburg, Frankfurt and Munich).
Geographic and sector allocation Industrial,
Pro-forma Retail Offices Hotels roadside & other Total
Greater London 7.2% 6.4% 13.6% 0.4% 27.6%
Big 6 UK cities 0.6% 5.7% 1.7% 0.1% 8.1%
Big 5 German cities 8.3% 1.0% - - 9.3%
Other 38.5% 7.0% - 9.5% 55.0%
Total 54.6% 20.1% 15.3% 10.0% 100.0%
Note: Figures at 31 August 2015 adjusted for 100% of the AUK portfolio
Although the AUK portfolio has a relatively high overall occupancy of 96.6% (by area) there are numerous identified
asset management opportunities to reduce voids and associated carrying costs, which will drive both higher income
returns and capital values.
Gross Topped Up Rever-
Market rental Net initial net initial sionary
No. value income yield yield Yield WAULT
AUK Portfolio summary Properties £m £m % % % (years)
Tranche I (incl. Banbury)
Retail 6 158.3 11.2 6.7 6.7 6.0 9.4
Offices 1 5.4 0.5 8.5 8.5 6.9 5.1
Distribution 3 86.9 5.7 6.2 6.2 5.9 4.6
Tranche I sub total 10 250.6 17.4 6.5 6.6 6.0 7.7
Tranche II
Retail 3 73.9 4.3 5.5 5.5 5.0 11.3
Offices 6 154.2 6.7 3.5 3.8 6.0 4.4
Distribution 1 11.2 0.7 6.2 6.2 6.6 6.8
Trance II sub total 10 239.3 11.7 4.3 4.4 5.7 7.1
Combined AUK Portfolio
Retail 9 232.2 15.5 6.3 6.4 5.7 10.0
Offices 7 159.6 7.2 3.7 4.0 6.1 4.4
Distribution 4 98.1 6.5 6.2 6.2 6.0 4.8
Total 20 489.9 29.2 5.4 5.5 5.9 7.5
Pro-forma portfolio
The table below provides a summary of the Group’s portfolio at 31 August 2015 together with 100% of the total AUK
portfolio, including Banbury Cross Retail Park.
Gross Gross
% of Rental estimated
portfolio by Income market Net initial
Portfolio summary Value market (annualised) rental value yield Occupancy WAULT
31 August 2015 £m value £m £m % (by area) (years)
UK Retail 349.6 22.9 27.0 27.9 6.4 97.1 8.9
UK Hotels 234.7 15.3 14.4 15.1 5.8 98.5 11.2
UK Commercial 162.2 10.6 13.1 11.6 7.3 99.3 7.4
UK sub total 746.5 48.8 54.5 54.6 6.4 98.1 9.2
Europe (1) 293.5 19.2 19.8 19.4 5.6 98.2 7.3
Sub-total 1,040.0 68.0 74.3 74.0 6.2 98.1 8.7
AUK Retail 232.2 15.2 15.5 14.0 6.3 99.1 10.0
AUK Offices 159.6 10.4 7.2 10.2 3.7 80.1 4.4
AUK Distribution 98.1 6.4 6.5 6.2 6.2 100.0 4.8
Pro-forma Total 1,529.9 100.0 103.5 104.4 5.9 97.7 8.3
Note:
1. Excludes the Hague.
UK Retail
Portfolio overview
Gross
% of Gross rental estimated
UK Retail Market % of Gross rental market Net
portfolio by income rental initial
portfolio summary value market (annualised) value yield Occupancy WAULT
31 August 2015 £m value £m £m % (by area) (years)
Grand Arcade, Wigan 102.2 29.2 8.0 7.1 6.6 99.8 9.9
Weston Favell, Northampton 90.0 25.7 6.6 7.1 6.6 98.4 8.1
St George’s, Harrow 71.2 20.4 4.5 4.8 5.3 98.0 5.2
Birchwood, Warrington (1) 34.5 9.9 2.8 3.1 6.2 90.4 15.9
West Orchards, Coventry 31.3 9.0 3.6 4.2 7.8 100.0 6.5
Byron Place, Seaham 20.4 5.8 1.5 1.6 6.4 98.8 11.0
Total 349.6 100.0 27.0 27.9 6.4 97.1 8.9
Note:
1. Occupancy reflects 19,000 sqft of vacant office space at 31 August 2015 which is expected to be demolished.
Leasing and asset management
Occupancy improved markedly during the year to 97.1% (2014: 95.4%) following 119,000 sqft of lettings. 25 lease
events were completed, generating a gross rent of £1.3 million. 2 rent reviews were agreed providing a total rent of
£0.1 million, 7.9% above the previous passing rent. 23 new lettings or renewals were completed providing a total rent
of £1.2 million, 1.7% below ERV.
Successful letting activity at Grand Arcade, Wigan increased occupancy to 99.8% with the final unit currently under
offer to an international retailer. New Look introduced one of their first menswear stores in the UK at a passing rent of
£120,000 p.a. reflecting a 27% premium to ERV. There were also new lettings to Clarks and Holland & Barrett at a
combined passing rent of £150,000.
Pep & Co, a new entrant to the discount clothing market in the UK, signed new leases at Birchwood and Coventry
totalling 8,900 sqft on a turnover basis. Sport Direct signed a new lease over 6,000 sqft at Birchwood on a turnover
rental basis taking the last remaining retail space at the centre.
The majority of our shopping centres are now near full occupancy and, with steady improvements in the economy and
improving retail trends, the outlook for rents and rental growth for quality assets continues to improve.
Footfall for the year was down by 0.8% which compares favourably with national indices which were 1.3% down over
the same period. The trend appears to have stabilised with footfall increasing by 1.1% across the portfolio in the three
months to August 2015.
Valuation
The UK Retail portfolio increased in value by £14.4 million or 4.4% on a like-for-like basis. The increase in value was
supported by an inward yield shift of 23 basis points and like-for-like net rental income increased by £0.5 million or
2.1%. Estimated market rental values increased by 0.5%.
UK Retail
Key performance indicators
£m 31 August 2015 31 August 2014
Market value 349.6 338.2
Gross rental income (annualised) 27.0 27.4
ERV 27.9 29.0
Net initial yield (%) 6.4 6.6
Equivalent yield (%) 7.3 7.8
Occupancy (% ) (by lettable area) 97.1 95.4
Occupancy % (by ERV) 97.9 95.0
WAULT (years) 8.9 9.7
Footfall (% change) (0.8) (2.4)
Note: Delamere Place, Crewe was sold during the year. tar
Consumer and brand engagement
It has been a progressive year for the UK Retail portfolio in terms of consumer engagement and brand positioning,
both of which are key elements in driving retail asset performance from a sales, footfall and dwell time
perspective. There has been a focus on embedding the shopping centre brands into their respective communities,
with an emphasis on shopper engagement and maximising retailer sales.
Online activity has seen impressive growth for the year. All shopping centre websites were renewed or refreshed
which contributed to year-on-year growth of web traffic and in-site engagement. In addition, the consumer database
has grown by 22% and shopping centre application downloads increased by 43% year-on-year. Social media
platforms have become a key element of consumer marketing activity, the success of which is demonstrated by the
huge growth across the key media - Facebook and Twitter. The continued growth in these channels creates further
opportunities to engage shoppers in two-way communication, whilst enabling the marketing teams to become more
informed about shoppers’ desires and to tailor marketing plans accordingly.
CentreStage Leasing
Commercialisation activities across our retail portfolio were reviewed during the year which led to a decision being
made to bring all such operations in-house in order to improve quality and delivery, while at the same time maximising
income potential. A new overarching brand, CentreStage Leasing, and a web based sales platform were launched by
Redefine International to support the sale and promotion of these opportunities, led by a dedicated internal team.
UK Hotels
Gross
% of rental Gross
portfolio income estimated
UK Hotels Market by (annual- market Net initial
portfolio summary value market ised) rental value yield Occupancy WAULT
31 August 2015 £m value £m £m % (by area) (years)
London portfolio 195.4 83.3 12.0 12.3 5.8 100.0 10.3
DoubleTree by Hilton, Edinburgh 26.4 11.2 1.8 2.1 6.6 100.0 10.6
(1)
RedefineBDL managed portfolio 221.8 94.5 13.8 14.4 5.9 100.0 10.3
Travelodge, Enfield 12.9 5.5 0.6 0.7 4.5 86.3 31.8
Total 234.7 100.0 14.4 15.1 5.8 98.5 11.2
Notes:
1. The Group’s hotel portfolio, apart from the Travelodge, Enfield, is managed by RedefineBDL in which the Company has a 25.3% interest.
Enfield is let to Travelodge Hotels Ltd directly.
Market
The investment market has been exceptionally active with deal volumes anticipated to reach £10 billion in 2015,
characterised by large portfolio transactions.
PWC anticipates average occupancy rates to reach 84% in 2016, its highest level for a decade. Average daily rates
and RevPARs in London are expected to increase by 2.2% and 2.3% respectively. Demand is still expected to exceed
supply with net room supply in London expected to grow 4.9% in 2016.
Underlying performance and trading
Underlying performance from the RedefineBDL managed portfolio was broadly in line with management expectations.
Revenue increased by 6.0% which translated into a 7.9% increase in EBITDA. The rental level for the 2016 financial
year has been set at £14.3 million, a 4.0% increase on last year.
The DoubleTree by Hilton, Edinburgh was acquired in September 2014 for £25.3 million (excluding transaction costs)
reflecting a net initial yield of approximately 6.9%. The hotel has delivered strong underlying results since acquisition,
driven by higher room rates. Revenue and EBITDA increased by 30.5% and 65.1% respectively.
Valuation
The UK Hotels portfolio increased in value by £14.3 million or 7.4% on a like-for-like basis (excluding acquisition
costs). The increase in value was supported by a 4.0% growth in rental income from the London portfolio and
progress on completing the 6,800 sqft extension to the Enfield Travelodge.
RedefineBDL
Our 25.3% shareholding in RedefineBDL continues to provide visibility on the performance and management of our
hotels as well as strategic insight into the market and investment opportunities.
RedefineBDL delivered a profit after tax of £0.6 million for the year. The Company supported RedefineBDL in the
establishment of the International Hotel Group Limited, a hotel investment company that was listed on the JSE and UX
post year-end. The Company also invested £3.8 million into IHGL post year-end.
Asset management
Planning was approved and works have commenced at Enfield to fit out a 6,800 sqft extension to the Travelodge. The
additional rent has been agreed at £120,000 p.a. which will increase the net initial yield from 4.5% to 5.4%. The lease
for the extension will be co-terminus with the existing lease to 2047, and will include RPI escalations.
Planning was approved for a twelve bedroom extension to the Southwark Holiday Inn Express, London. Construction
has commenced with completion set for the third quarter in 2016. The total cost of £2.8 million includes a full
enhancement and recladding of the existing hotel façade.
UK Commercial
Portfolio summary
Gross
UK Commercial portfolio % of Gross rental estimated
(including share of joint Market portfolio by income market Net initial Occupancy
ventures) value market (annualised) rental value yield (by area) WAULT
31 August 2015 £m value £m £m % % (years)
Offices 121.9 75.1 10.6 9.0 7.8 98.7 5.5
Kwik Fit portfolio 17.0 10.5 1.1 1.0 6.3 100.0 16.4
Petrol filling stations 23.3 14.4 1.4 1.6 5.6 100.0 14.2
Total 162.2 100.0 13.1 11.6 7.3 99.3 7.4
Leasing and asset management
Occupancy improved to 99.3% (2014: 98.3%) following 6,600 sqft of lettings. 53 lease events were completed during
the year generating additional gross rent of £4.7 million. 47 rent reviews were agreed providing a total rent of £4.0
million, 8.9% above the previous passing rent. 6 new lettings or renewals were completed providing a total rent of £0.7
million, 4.9% below ERV. The portfolio has 58.5% of leases subject to fixed uplifts or inflation-linked uplifts.
Planning is expected to be granted at the Crescent Centre, Bristol to reconfigure the entrance and introduce new
amenity space. Works are planned to commence in early 2016 with completion expected in Q3 2016. The Crescent
Centre is well located within the Bristol Office market with current rents of £12.0 per sqft at favourable levels against
neighbouring prime rents of £28.5 per sqft. A material improvement in rental tone is anticipated following the
reconfiguration.
Terms have been agreed with Oxford Brookes University to refurbish 35,000 sqft of vacant office space in Swindon.
Rent has been agreed at £286,000 against an ERV of £216,000 in return for a capital contribution of £0.9 million.
Valuation
The UK Commercial portfolio increased in value by £9.3 million or 6.1% on a like-for-like basis. The increase in value
was supported by an inward yield shift of 50 basis points and a like-for-like net rental income increase of £0.3 million
or 2.7%. Estimated market rental values increased by 4.7%.
UK Commercial
Key performance indicators
£m 31 August 2015 31 August 2014
Market value 162.2 143.8
Gross rental income (annualised) 13.1 11.7
ERV 11.6 10.6
Net initial yield 7.3 7.4
Equivalent yield 7.2 7.7
WAULT (years) 7.4 7.8
Occupancy % (by lettable area) 99.3 98.3
Occupancy % (by ERV) 99.1 97.5
Europe
Portfolio summary
Gross Gross
rental estimated
Europe portfolio(1) % of income market
Market portfolio (annual- rental Net initial
(including share of joint ventures) value by market ised) value yield Occupancy WAULT
31 August 2015 £m value £m £m % (by area) (years)
Retail (shopping centres) 135.6 46.2 7.6 8.2 4.6 99.6 5.4
Retail (foodstores and retail parks) 124.3 42.4 9.3 9.3 6.1 97.8 8.7
Retail sub-total 259.9 88.6 16.9 17.5 5.3 98.3 7.2
Offices 33.6 11.4 2.9 1.9 7.7 97.9 7.9
Total 293.5 100.0 19.8 19.4 5.6 98.2 7.3
Note:
1. Excludes the Hague.
Leasing and asset management
Occupancy declined marginally to 98.2% (2014: 99.4%). 72 lease events were completed during the year generating
additional gross rent of £2.5 million. 39 rent reviews were agreed providing a total rent of £1.0 million, 3.2% above the
previous passing rent. 33 new lettings or renewals were completed providing a total rent of £1.5 million, 12.7% above
ERV. The portfolio has 94.9% of leases subject to fixed uplifts or inflation-linked leases.
A number of leases were renewed during the year at the Bahnhof Centre in Altona, Hamburg. Leases totalling
700 sqm (3,500 sqft) have been extended providing a rent of €0.45 million p.a., 28.6% above the ERV.
Ongoing asset management initiatives at the Schloss Strasse Centre, Berlin have successfully introduced additional
revenue streams from media points and improved utilisation of commercialisation space.
Valuation
The European portfolio increased in value by €2.5 million or 0.8% on a like-for-like basis in local currency terms. The
increase in value was supported by inward yield shift of 20 basis points and like-for-like net rental income was broadly
flat, excluding Ingolstadt where vacant possession has been obtained for development purposes. Estimated market
rental values increased by 2.3%.
Financial Review
Overview
2015 has been an active year for the Group. Significant levels of capital recycling have been achieved following the
disposal of non-core and mature assets, primarily in Australia and Switzerland, in favour of our two core markets, the
United Kingdom and Germany. We have significantly enhanced the quality of the portfolio through the €156.8 million
acquisition of a portfolio of 56 German retail properties in joint venture with Redefine Properties and since the year
end the transformational acquisition of the £489.7 million AUK Portfolio. Balance sheet leverage continues to improve
and with weighted average debt maturity of greater than eight years and a conservative level of capital commitments,
the Group has a reasonable degree of financial flexibility. Despite an 8.6% decline in the Euro relative to Sterling,
capital values have been moderately enhanced by income focused asset management and development initiatives.
Capital raising
To provide the Group with the financial flexibility to take advantage of market conditions, a placing of 131.4 million new
ordinary shares at a price of 54 pence per share was completed in March 2015. The placing generated gross
proceeds of £70.9 million.
Income statement
In addition to EPRA earnings, the Group presents an underlying calculation of earnings available for distribution. The
Directors consider that this presentation provides useful information as it removes the gain on settlement of debt,
removes unrealised profits and losses, deducts earnings not available for distribution and removes exceptional items.
This measure more clearly represents the underlying performance of the business.
Underlying distributable earnings increased by 13.6% to £44.4 million, a reduction of 2.0% on a per share basis at
3.2 pence per share (2014: 3.3 pence per share), the result of the cash drag on earnings arising from the delayed
deployment of proceeds following the March capital raise.
EPRA earnings decreased 21.4% to £64.4 million, or 4.7 pence per share (2014: 6.9 pence per share).
Joint Year ended Year ended
Presented on a proportionately consolidated IFRS Ventures 2015 IFRS JV 2014
basis £m £m £m £m £m £m
Gross rental income 68.3 6.5 74.8 66.2 5.2 71.4
Investment and other income 11.4 0.1 11.5 11.1 0.1 11.2
Total revenue 79.7 6.6 86.3 77.3 5.3 82.6
Property operating expenses (5.3) (0.7) (6.0) (4.2) (0.3) (4.5)
Administrative and other expenses (11.1) (0.3) (11.4) (11.9) (0.4) (12.3)
Net operating income 63.3 5.6 68.9 61.2 4.6 65.8
Net finance costs (27.5) (7.4) (34.9) (34.3) (1.6) (35.9)
Gain on settlement of debt 29.8 - 29.8 44.9 - 44.9
Fair value gain on property 29.6 4.0 33.6 49.8 0.2 50.0
Fair value loss on net investment in Cromwell (12.8) - (12.8) (5.5) - (5.5)
Write down & impairment charges (4.0) - (4.0) (25.0) - (25.0)
Fair value adjustment on derivatives 0.7 1.7 2.4 (1.0) (0.1) (1.1)
Tax, NCI and other (8.5) (3.9) (12.4) 5.1 (3.1) 2.0
IFRS profit attributable to shareholders 70.6 - 70.6 95.2 - 95.2
Adjustments:
Fair value gain on property (33.6) (50.0)
Fair value loss on Cromwell 17.6 5.9
Tax charged on disposals 3.2 1.7
Fair value adjustment on derivatives (0.9) 1.8
Derivative termination charges 1.1 -
Write down & impairment charges - 25.8
Tax, NCI and other 6.4 1.5
EPRA earnings* 64.4 81.9
Adjustments:
Cromwell distribution accrual 1.3 -
Straight-lining reverse premiums and other 5.9 (1.1)
Gamma, Delta & Hague non distributable
earnings (1.3) 1.2
Gain on extinguishment of debt (29.8) (44.9)
Tax, NCI and other 3.9 2.0
Underlying distributable earnings 44.4 39.1
Weighted average ordinary shares in issue 1,383.3 1,192.3
Underlying distributable earning per share
(pence) 3.2 3.3
EPRA earnings per share (pence) 4.7 6.9
* Comparative year has been restated to conform to EPRA Reporting Best Practice recommendations (December 2014)
Gross rental income increased by £3.4 million. This was largely due to a full year of income from Weston Favell which
was acquired in December 2013 and the restructuring of the Aviva shopping centre portfolio in the prior year, which
resulted in Grand Arcade, Wigan and West Orchards, Coventry becoming 100% owned by the Company. This was
offset by the disposal of 10 Delta assets in October 2014, the shopping centre at Delamere Place, Crewe in May 2015
and a number of smaller disposals.
Investment and other income, which includes £7.5 million received from the Group’s investment in Cromwell,
increased 2.7% to £11.5 million, mainly due to development and project management fee income. The Group
disposed of its remaining interest in Cromwell in August 2015.
Administrative and other operating expenses decreased by 7.3% from £12.3 million to £11.4 million, the result of costs
incurred in the prior year relating to internalisation of management and the Group’s REIT conversion. We would
expect these costs to increase in line with the expansion in the Group’s activities.
Net finance costs have reduced due to the disposal of the Gamma and Delta portfolios, the related release of debt
obligations, a weakening Euro and Australian Dollar and the benefit of refinancing the Group’s newly acquired
German retail portfolio in a historically low interest rate environment.
The gain on settlement of debt (£29.8 million) largely follows progress made in restructuring the Delta portfolio with the
negative net equity position now released from charge.
Fair value gains on the Group’s property portfolio of £33.6 million have arisen across all asset classes, with the
strongest performance from UK Hotels which increased over 7% on a like-for-like basis. The Group’s European
portfolio fell 7.2% like-for-like, the result of an 8.6% decline in the Euro across the year.
In Australia, the Group’s net investment in the Cromwell Property Group (property less debt) recorded a £12.8 million
fair value loss. This was the result of both a weakening Australian dollar and a decline in the security price.
Financial position
EPRA adjusted, diluted net assets per share (“EPRA NAV”) increased by 8.8% to 41.0 pence (2014: 37.7 pence).
Adjusting for the result of non-recourse negative equity positions, Adjusted NAV of 41.7 pence increased by 1.2 pence
or 3.0%, largely as a result of the property valuation uplift of £33.6 million (2.4 pence per share) being offset by a
£19.9 million (1.4 pence per share) foreign exchange translation loss.
2015 2014
Joint Joint
Presented on a proportionately consolidated IFRS Ventures 2015 IFRS Ventures 2014
basis £m £m £m £m £m £m
Investment property & held for sale 934.4 109.7 1,044.1 944.4 59.3 1,003.7
Net debt (466.3) (55.7) (522.0) (554.4) (38.4) (592.8)
Australian & Swiss sale proceeds due 102.6 - 102.6 - - -
Other assets and liabilities 27.3 (54.0) (26.7) 91.1 (20.9) 70.2
IFRS NAV 598.0 - 598.0 481.1 - 481.1
Fair value of derivatives 4.5 6.2
Deferred tax 2.4 1.0
EPRA NAV 604.9 488.3
Fair value of derivatives (4.5) (6.2)
Deferred tax (2.4) (1.0)
EPRA NNNAV 598.0 481.1
Per share disclosure
Fully diluted number of ordinary shares outstanding
(million) 1,475.9 1,296.1
EPRA NNNAV per share 40.5p 37.1p
EPRA NAV per share 41.0p 37.7p
Delta and Gamma negative equity (1) - 1.6p
Other negative equity positions (2) 0.7p 1.2p
Adjusted NAV per share 41.7p 40.5p
Notes:
1. Following progress made on Delta restructuring, the negative net equity position has been released.
2. As a result of the non-recourse nature of the debt relating to the Justice Centre in the Hague, Netherlands, a negative equity position of
0.7 pence per share has been adjusted for to arrive at an Adjusted NAV measure.
Investment Property
In local currency terms, valuations have increased across all operational segments. The UK portfolio increased 5.6%
on a like-for-like basis. Despite the 8.6% decline in the Euro relative to sterling, an overall like-for-like valuation
increase of 2.2% was achieved across the year.
Market value Market value Valuation(1) Local currency
Presented on a proportionately consolidated 2015 2014 Gain/(loss) Gain/(loss) Gain
basis £m £m £m % %
UK Retail 349.6 329.5 14.4 4.4 4.4
UK Hotels 208.3 193.9 14.3 7.4 7.4
UK Commercial 162.2 152.7 9.3 6.1 6.1
UK Total 720.1 676.1 38.0 5.6 5.6
Europe 226.0 242.8 (17.4) (7.2) 0.8
Like-for-like property portfolio 946.1 918.9 20.6 2.2
Acquisitions 98.5 -
Disposals - 78.2
Sales to joint venture - 6.0
Total property portfolio 1,044.6 1,003.1
Note:
1. Valuation movement includes the effect of foreign exchange and capital expenditure where applicable.
Australian & Swiss sale proceeds due
At the end of August 2015, the Group disposed of its equity investment in the Cromwell Property Group, an Australian
listed real estate Group and also completed on the sale of the COOP portfolio in Switzerland. At the balance sheet
date, the consideration for both disposals (£102.6 million) was due and subsequently received in September 2015.
Debt & Gearing
Adjusting for the cash proceeds due from the Australian and Swiss disposals, balance sheet leverage at 31 August
2015 had reduced to 40.7% (2014: 48.1%).
In May, the Group refinanced a number of facilities secured over German retail properties held in joint ventures. The
existing facilities, totalling €100.0 million, were replaced with an €83.2 million facility initially drawn to €64.9 million at
an anticipated all-in finance rate of 1.6%.
Following the sale of investments in Australia and Switzerland, subsequent to the year end the Group has repaid its
AUD50 million and its CHF16 million facility. These facilities had attracted interest rates of 7.3% and 2.0%
respectively. Break costs incurred totalled £0.6 million.
Since the year end, in anticipation of the AUK acquisition, the Group has secured a new £303.0 million facility with
four syndicate banks. The facility is comprised of a term element of £155.0 million and a revolver of £148.0 million.
The Group utilises interest rate swaps and interest rate caps to manage its interest rate exposure. At 31 August 2015,
the net fair value liability of the Group’s derivative financial instruments was £2.5 million (2014: £2.9 million).
The Group has a commercial hedging policy which requires at least 75% of all interest rate exposures exceeding one
year to be on a fixed or capped rate basis. At 31 August 2015, for facilities with interest rate swaps or caps attached,
the interest rates are fixed or capped for the duration of the facilities. The changes in the fair value of the Group’s
hedging instruments have been recognised in the income statement.
Key financing statistics 2015 2014
Presented on a proportionately consolidated basis £m £m
Investment portfolio at market value 1,044.6 1,100.9
Nominal value of drawn debt 636.8 705.4
Cash and short-term deposits (95.9) (91.3)
Net debt 540.9 614.1
Weighted average debt maturity (years) (1) 7.8 7.7
Weighted average debt maturity pro forma (years) 8.4 9.3
Weighted average interest rate (%) 3.9 4.2
Debt with interest rate protection (%) 94.7 97.5
Loan-to-value (%) (1) 51.8 55.8
Loan-to-value pro forma (%) 40.7 48.1
Note:
1. Adjusted to include cash received less debt repaid in September 2015 following the sale of the Group’s interests in Australia (£57 million) and
Switzerland (£12 million). Excludes non-core assets and debts.
Cash flow
Cash flow from operating activities increased to £43.6 million from £27.8 million in the prior year. This is mainly due to
the lower finance costs resulting from lower debt levels and lower interest rates on facilities refinanced in the current
and prior year.
Investing activities resulted in a net cash outflow of £35.2 million arising principally from the £26.9 million acquisition of
the Double Tree Hilton Hotel in Edinburgh in September 2014, a net investment of £37.0 million in a German retail
portfolio completed in joint venture with Redefine Properties Limited in January, offset by a number of smaller
disposals in both the UK and Europe.
Financing activities were characterised by the March placement which raised £70.0 million (net of costs). Net debt
repayments of £58.2 million related principally to the now historic Delta portfolio.
Cash dividends paid totalled £20.5 million.
Dividends
The Directors have declared a second interim dividend for the year of 1.65 pence per share making the total dividend
paid and payable for the year 3.25 pence per share. This reflects an annualised yield of 7.9% based on EPRA NAV
per share at 31 August 2015.
The Company proposes offering shareholders the option of receiving a cash dividend or a scrip dividend by way of an
issue of new Redefine International P.L.C shares. An announcement containing details of the tax components of the
dividend, the timetable and the scrip dividend will be released separately on Friday 30 October 2015. The dividend
payment date has been set for 4 December 2015 to shareholders on the register at 20 November 2015.
In respect of the first interim dividend paid in June, the scrip take up was again strong at 59.7%, resulting in a cash
saving of £24.7 million.
EPRA performance measures
Measure Definition of measure 2015 2014
Earnings Earnings from operational activity £64.4m £81.9m
Net asset value NAV adjusted for investments held at fair value
and excluding items not expected to be realised £604.9m £488.3m
Triple net asset value EPRA net asset value adjusted to include fair
value of financial instruments, debt and deferred
taxes £598.0m £481.1m
Net initial yield Annualised income based on passing rent less
non-recoverable operating expenses expressed
as a percentage of the market value of property 6.3% 6.8%
Topped-up initial yield Net initial yield adjusted for the expiration of rent
free periods or other incentives 6.9% 7.3%
Vacancy rate Estimated rental value of vacant space divided by
that of the portfolio as a whole 1.9% 2.4%
Cost ratio (including direct vacancy costs) Administrative and operating costs expressed as a
percentage of gross rental income 18.3% n/a
Cost ratio (excluding direct vacancy costs) Administrative and operating costs expressed as a
percentage of gross rental income 15.3% n/a
Going Concern
At 31 August 2015 the Group’s cash and undrawn committed facilities were £95.9 million and its capital commitments
were £13.7 million. With weighted average debt maturity exceeding 8 years and LTV of 40.7% with sufficient
headroom against financial covenants, there continues to be a reasonable expectation that the Group will have
adequate resources to meet both on-going and future commitments for the foreseeable future. Accordingly, the
Directors have prepared the 2015 Report & Accounts on a going concern basis.
Donald Grant
Chief Financial Officer
28 October 2015
Directors’ Responsibilities
Statement of Directors’ responsibilities
The statement of Directors’ responsibilities has been prepared in relation to the Group’s full Annual Report & Accounts
for the year ended 31 August 2015. Certain parts of the Annual Report & Accounts are not included within this
announcement.
We confirm to the best of our knowledge:
- the Group financial statements, which have been prepared in accordance with IFRSs, give a true and fair view of
the assets, liabilities, financial position and profit of the Group; and
- the Strategic Report includes a fair review of the development and performance of the business and the position
of the Group.
Signed on behalf of the Board on 28 October 2015.
Mike Watters
Chief Executive
Donald Grant
Chief Financial Officer
CONSOLIDATED INCOME STATEMENT
for the year ended 31 August 2015
31 August 2015 31 August 2014
Note £m £m
Revenue
Gross rental income 4 68.3 66.2
Investment income 5 7.5 10.1
Other income 6 3.9 1.0
Total revenue 79.7 77.3
Expenses
Administrative and other operating expenses 7 (7.0) (5.4)
Investment adviser and professional fees 8 (4.1) (6.5)
Property operating expenses (5.3) (4.2)
Net operating income 63.3 61.2
Impairment of goodwill 9 - (2.0)
Gain on extinguishment / acquisition of debt 10 29.8 44.9
Net (loss) / gain from financial assets and liabilities 11 (16.9) 0.8
Gain on bargain purchase of subsidiary 12 0.2 -
Loss on disposal of subsidiaries 13 (0.3) -
Equity accounted profit 14 6.1 3.9
Net fair value gain on investment property and assets held for sale 18,27 29.6 49.8
Gain on disposal of joint venture 21 0.6 -
Impairment of loans to joint ventures 21 (3.8) -
Write down and amortisation of intangible assets 23 (0.2) (23.0)
Gain on disposal of assets held for sale 27 0.6 -
Profit from operations 109.0 135.6
Interest income 15 2.8 8.0
Interest expense 16 (30.3) (42.3)
Foreign exchange gain 2.5 0.6
Profit before taxation 84.0 101.9
Taxation 17 (6.1) 0.9
Profit for the year 77.9 102.8
Profit attributable to:
Equity holders of the Parent 70.6 95.2
Non-controlling interest 7.3 7.6
77.9 102.8
Basic earnings per share (pence) 34 5.1p 8.0p
Diluted earnings per share (pence) 34 5.1p 8.0p
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 August 2015
Year ended Year ended
31 August 2015 31 August 2014
Note £m £m
Profit for the year 77.9 102.8
Other comprehensive income
Items that are or may be reclassified to the Income Statement:
Transfer of foreign currency translation reserve to the Income Statement 13 0.8 -
Year ended Year ended
31 August 2015 31 August 2014
Note £m £m
on disposal of subsidiaries
Transfer of foreign currency translation reserve to the Income Statement
on disposal of joint venture (0.1) -
Foreign currency translation on foreign operations - subsidiaries (3.7) (3.0)
Foreign currency translation on foreign operations - joint ventures 21 (1.1) (1.5)
Total comprehensive income 73.8 98.3
Total comprehensive income attributable to:
Equity holders of the Parent 66.9 90.7
Non-controlling interest 6.9 7.6
73.8 98.3
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED BALANCE SHEET
as at 31 August 2015
Re-presented*
31 August 2015 31 August 2014
Note £m £m
Assets
Non-current assets
Investment property 18 934.4 892.5
Long-term receivables 19 - 1.6
Investments at fair value 20 - 97.8
Investments in joint ventures 21 14.6 15.2
Loans to joint ventures 21 33.6 1.2
Investment in associates 22 8.0 8.0
Intangible assets 23 1.5 1.7
Property, plant and equipment 24 0.1 0.2
Derivative financial instruments 29 1.8 2.4
Total non-current assets 994.0 1,020.6
Current assets
Cash and cash equivalents 25 93.6 90.4
Trade and other receivables 26 139.2 20.4
Assets held for sale 27 - 51.9
Total current assets 232.8 162.7
Total assets 1,226.8 1,183.3
Equity and Liabilities
Non-current liabilities
Borrowings 28 520.5 545.1
Derivative financial instruments 29 3.4 2.2
Deferred tax 17 2.2 0.7
Total non-current liabilities 526.1 548.0
Current liabilities
Borrowings 28 39.4 99.7
Derivative financial instruments 29 0.9 3.1
Trade and other payables 30 23.6 22.8
Total current liabilities 63.9 125.6
Re-presented*
31 August 2015 31 August 2014
Note £m £m
Total liabilities 590.0 673.6
Net assets 636.8 509.7
Equity
Share capital 31 117.9 103.7
Share premium 31 395.0 314.5
Reverse acquisition reserve 32 134.3 134.3
Retained loss (48.8) (74.2)
Other reserves 32 2.0 1.5
Foreign currency translation reserve 32 (2.4) 1.3
Total equity attributable to equity holders of the Parent 598.0 481.1
Non-controlling interest 38.8 28.6
Total equity 636.8 509.7
The accompanying notes form an integral part of these consolidated financial statements.
* The 2014 figures have been re-presented in the current year with £1.2 million now reported as ‘Loans to joint ventures’. This
amount is made up of balances reported within ‘Long-term receivables’ and ‘Trade and other receivables’ in the 2014 Annual
Report. Derivative financial assets have also been removed from ‘Investments at fair value’ and are now presented separately.
The consolidated financial statements were approved by the Board of Directors on 28 October 2015 and were signed on its behalf
by:
Michael Watters Donald Grant
Chief Executive Chief Financial Officer
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 August 2015
Total
Foreign Attributable
Reverse Currency to Equity Non-
Share Share Acquisition Retained Other Translation Capital Share- Controlling Total
Capital Premium Reserve Loss Reserves Reserve Instrument holders Interest Equity
£m £m £m £m £m £m £m £m £m £m
Balance at 31 August 2013 77.5 188.7 134.3 (134.7) 12.9 5.8 15.3 299.8 10.6 310.4
Balance at 1 September 2013 77.5 188.7 134.3 (134.7) 12.9 5.8 15.3 299.8 10.6 310.4
Total profit for the year - - - 95.2 - - - 95.2 7.6 102.8
Foreign currency translation effect - - - - - (4.5) - (4.5) - (4.5)
Total comprehensive income - - - 95.2 - (4.5) - 90.7 7.6 98.3
Transactions with owners of the Company –
contributions and distributions
Shares issued for cash 15.3 68.6 - - - - - 83.9 - 83.9
Shares issued as consideration for acquisitions 6.8 35.3 - - - - - 42.1 - 42.1
Settlement of incentive fee on acquisition of RIMH 1.0 5.4 - - (6.4) - - - - -
Share based payment – issuance of deferred
consideration shares 1.0 4.5 - - (5.5) - - - - -
Capital instrument repaid - - - - - - (15.3) (15.3) - (15.3)
Dividends paid to equity stakeholders - - - (21.1) - - - (21.1) - (21.1)
Shares issued for scrip dividends 2.0 11.8 - (13.8) - - - - - -
Share-based payment – share incentive scheme - - - - 0.5 - - 0.5 - 0.5
26.1 125.6 - (34.9) (11.4) - (15.3) 90.1 - 90.1
Changes in ownership interest in subsidiaries
Increase in non-controlling interests - - - - - - - - 16.7 16.7
Acquisition of non-controlling interest - Earls Court - - - 0.4 - - - 0.4 (6.2) (5.8)
Increase in non-controlling interest - RIFME - - - - - - - - 0.1 0.1
Acquisition of non-controlling interest - RIFME 0.1 0.2 - (0.2) - - - 0.1 (0.1) -
Decrease in other non-controlling interest - - - - - - - - (0.1) (0.1)
0.1 0.2 - 0.2 - - - 0.5 10.4 10.9
Balance at 31 August 2014 103.7 314.5 134.3 (74.2) 1.5 1.3 - 481.1 28.6 509.7
Balance at 1 September 2014 103.7 314.5 134.3 (74.2) 1.5 1.3 - 481.1 28.6 509.7
Total
Foreign Attributable
Reverse Currency to Equity Non-
Share Share Acquisition Retained Other Translation Capital Share- Controlling Total
Capital Premium Reserve Loss Reserves Reserve Instrument holders Interest Equity
£m £m £m £m £m £m £m £m £m £m
Total profit for the year - - - 70.6 - - - 70.6 7.3 77.9
Foreign currency translation effect - - - - - (3.7) - (3.7) (0.4) (4.1)
Total comprehensive income - - - 70.6 - (3.7) - 66.9 6.9 73.8
Transactions with owners of the Company –
contributions and distributions
Shares issued for cash 10.5 59.5 - - - - - 70.0 - 70.0
Dividends paid to equity stakeholders - - - (20.5) - - - (20.5) - (20.5)
Scrip dividends 3.7 21.0 - (24.7) - - - - - -
Share-based payment – share incentive scheme - - - - 0.5 - - 0.5 - 0.5
14.2 80.5 - (45.2) 0.5 - - 50.0 - 50.0
Changes in ownership interest in subsidiaries
Decrease in non-controlling interests - - - - - - - - (0.2) (0.2)
Additional equity input by non-controlling
shareholder - - - - - - - - 3.5 3.5
- - - - - - - - 3.3 3.3
Balance at 31 August 2015 117.9 395.0 134.3 (48.8) 2.0 (2.4) - 598.0 38.8 636.8
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 August 2015
31 August 2015 31 August 2014
Note £m £m
Cash flow from operations 38 54.3 51.6
Interest income 5.2 17.1
Interest paid (26.0) (49.8)
Taxation paid (1.6) (2.9)
Investment income 5 7.5 10.1
Distributions from joint ventures and associates 21,22 4.2 1.7
Net cash generated from operating activities 43.6 27.8
Cash flows from investing activities
Net cash outflow on business combinations and acquisition of
subsidiaries 12 (1.9) (5.8)
Disposal of subsidiaries 13 4.9 -
Purchase of investment properties 18 (31.4) (117.0)
Disposal of investment properties/assets held for sale 18,27 51.4 23.6
Decrease in long-term receivables 19 1.6 102.3
Disposal of investments at fair value 20 - 35.7
Net (increase) / decrease in loans to joint ventures 21 (37.0) 0.4
Purchase of property, plant and equipment 24 - (0.1)
Increase in restricted cash balances 25 (1.3) (2.5)
Net increase in loans to related parties 33 (21.5) (0.4)
Net decrease in loans to other parties - 9.9
Net cash outflow on settlement of CMC deferred consideration - (11.5)
Acquisition of non-controlling interest 37 - (6.5)
Net cash (utilised in) / generated from investing activities (35.2) 28.1
Cash flows from financing activities
Proceeds from loans and borrowings 39.0 79.3
Repayment of loans and borrowings (97.2) (131.1)
Dividends paid to equity shareholders (20.5) (22.5)
Dividends paid to non-controlling interests - -
Increase in contribution from non-controlling shareholders 37 3.3 1.9
Repayment of capital instrument - (15.3)
Net proceeds from issue of share capital 31 70.0 85.4
Purchase of interest rate cap - (2.5)
Net cash utilised in financing activities (5.4) (4.8)
Net increase in cash from continuing operations 3.0 51.1
Effect of exchange rate fluctuations on cash held (1.1) 3.1
Opening cash 83.8 29.6
Net cash at end of year 25 85.7 83.8
The accompanying notes form an integral part of these consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 August 2015
1. GENERAL INFORMATION
Redefine International P.L.C was incorporated on 28 June 2004 under the laws of the Isle of Man.
The Company holds a primary listing on the Main Market of the LSE and a secondary listing on the Main Board of the JSE.
On 4 December 2013 the Company converted to a UK REIT and moved its tax residence from the Isle of Man to the UK.
On 27 February 2015, following approval at the Company’s AGM held on 27 January 2015, the Company transferred its premium
listing under Chapter 15 (Investment Company), to a premium listing under Chapter 6 (Commercial Company), of the FCA’s listing
rules and the London Stock Exchange’s Main Market for listed securities.
The financial information presented here does not amount to statutory financial statements. The annual financial report and
accounts for the year ended 31 August 2015 will be available on the Company’s website (www.redefineinternational.com) in early
December 2015. The auditors, KPMG, have reported on the audited financial statements and their report was unqualified. A copy is
available upon written request from the Company’s registered office at 24 North Quay, Douglas, Isle of Man, IM1 4LE.
2. SIGNIFICANT ACCOUNTING POLICIES
2.1 STATEMENT OF COMPLIANCE
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
The accounting policies applied by the Group in these consolidated financial statements are the same as those applied by the
Group in its audited consolidated financial statements as at and for the year ended 31 August 2014, except for the new standards
adopted during the year and additional policies arising from changes to the business during the year.
The following are the relevant new standards, amendments and interpretations that have been adopted during the year; unless
noted otherwise their adoption had no significant impact on the consolidated financial statements.
IFRS 2 Share-based Payment (amendment)
IFRS 3 Business Combinations (amendment)
IFRS 8 Operating Segments (amendment)
IFRS 10 Consolidated Financial Statements (amendment)
IFRS 12 Disclosure of Interests in Other Entities (amendment)
IFRS 13 Fair Value Measurement (amendment)
IAS 24 Related Party Disclosures (amendment)
IAS 27 Separate Financial Statements – Investment Entities (amendment)
IAS 40 Investment Property (amendment)
Annual improvements to IFRSs 2010-2012 Cycle and Annual Improvements to IFRSs 2011-2013
2.2 BASIS OF PREPARATION
The consolidated financial statements are presented in Great British Pounds, which is the functional currency of the Company and
the presentational currency of the Group, rounded to the nearest million pounds. They are prepared using the historical cost basis
except for investment property, certain assets held for sale, derivative financial instruments and financial instruments designated at
fair value through profit and loss.
2.3 KEY JUDGEMENTS AND ESTIMATES
The preparation of financial statements in conformity with IFRS requires the use of judgements and estimates that affect the
reported amounts of assets and liabilities at the reporting date and the reported amounts of revenues and expenses during the
year. Although these estimates are based on the Directors’ best knowledge of the amount, event or actions, actual results may
differ from those estimates.
The principal areas where such judgements and estimates have been made are the same as those applied to the consolidated
financial statements in the year ended 31 August 2014 and are:
2.3.1 INVESTMENT PROPERTY VALUATION
The Group uses the valuations performed by its independent valuers in accordance with IFRS 13 as the fair value of its investment
properties. The valuations are based upon assumptions including estimated rental values, future rental income, anticipated
maintenance costs, future development costs and appropriate discount rates. The valuers also make reference to market evidence
of transaction prices for similar properties. Further details are provided in Note 18.
2.3.2 FAIR VALUE OF RESTRUCTURED OR ACQUIRED LIABILITIES
New borrowings or existing borrowings which have been substantially modified are recognised at fair value. The determination of
fair value involves the application of judgement.
The Group determines fair value by discounting cash flows associated with the liability at a market discount rate. The key
judgement surrounds the determination of an appropriate market discount rate. Management determine the discount rate on a loan
by loan basis having regard to the term, duration and security arrangements of the new liability and an estimation of the current
rates charged in the market for similar instruments issued to companies of similar sizes.
This judgement is made more difficult given the bespoke nature of certain loans obtained by the Group. Any difference between the
nominal value of the loan and the deemed fair value will be accreted through profit or loss over the term of the loan through the
effective interest rate method.
2.3.3 CLASSIFICATION OF INVESTMENT PROPERTY FOR UK HOTELS
The UK Hotels properties are held for capital appreciation and to earn rental income. The properties have been let to Redefine
Hotel Management Limited (“RHML”) and Redefine Earls Court Management Limited (“RECML”) for a fixed rental which is subject
to annual review. The annual review takes into account the forecast EBITDA for the hotel portfolio when setting the revised rental
level. RHML and RECML operate the hotel business and are exposed to the fluctuations in the underlying trading performance of
the hotels. They are responsible for the day to day upkeep of the properties and retain the key decision making responsibility for the
businesses.
Redefine International P.L.C. holds a 25.3% shareholding in Redefine BDL Hotel Group Ltd (“RedefineBDL”), which in turn owns
RHML and RECML. Having considered the guidance in IFRS 10, the respective rights of each of the shareholders in RedefineBDL
and the size of the Company’s shareholding compared with other shareholders, management have determined that Redefine
International does not control RedefineBDL and hence does not control RHML or RECML.
Aside from the payment of rental income to Redefine International P.L.C., which resets annually, and the Group’s shareholding in
RedefineBDL, Redefine International P.L.C. is not involved with the hotel management business and there are limited transactions
between the two entities. As a result, Redefine International P.L.C. classifies the hotel properties as investment properties in line
with IAS 40.
2.3.4 PROPERTY ACQUISITIONS
Where properties are acquired through the acquisition of corporate interests, the Directors have regard to the substance of the
assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.
Where such acquisitions are not judged to be an acquisition of a business the transactions are accounted for as if the Group had
acquired the underlying property directly. Accordingly, no goodwill arises, rather the cost of the corporate entity is allocated
between the identifiable assets and liabilities of the entity based on their relative fair values at the acquisition date.
Otherwise corporate acquisitions are accounted for as business combinations.
2.4 BASIS OF CONSOLIDATION
2.4.1 INVESTMENT IN SUBSIDIARIES
A subsidiary undertaking is an investee controlled by the Group. The Group controls an investee when it has power over the
investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those
returns through its power over the investee. Subsidiaries are consolidated in the Group’s financial statements from the date on
which control commences until the date that control ceases.
The Group reassesses whether it controls a subsidiary when facts and circumstances indicate that there are changes to one or
more elements of control.
If the Group loses control of a subsidiary, the Group:
a) derecognises the assets (including any goodwill) and liabilities of the former subsidiary at their carrying amounts at the date
control is lost;
b) derecognises the carrying amount of any non-controlling interests in the former subsidiary at the date control is lost (including
amounts of other comprehensive income attributed to non-controlling interests);
c) recognises the fair value of any consideration received;
d) reclassifies to profit or loss, or transfers directly to retained earnings, amounts recognised in other comprehensive income in
relation to the subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or
liabilities;
e) recognises any investment retained in the former subsidiary at its fair value at the date when control is lost; and
f) recognises any resulting difference of the above items as a gain or loss in the income statement.
The Group subsequently accounts for any investment retained in the former subsidiary in accordance with IAS 39 Financial
Instruments, or when appropriate, IAS 28 Investments in Associates and Joint Ventures.
This accounting policy is applied when the Group loses control of a subsidiary through the sale of shares to a party outside the
Group and when a controlling interest in a subsidiary is contributed to an existing joint venture of the Group.
2.4.2 BUSINESS COMBINATIONS
The Group accounts for the acquisition of businesses using the acquisition method. Under the acquisition method, the
consideration transferred in a business combination is measured at fair value, which is calculated as the sum of:
- the acquisition date fair value of assets transferred by the Group;
- liabilities incurred by the Group to the former owners of the acquiree; and
- the equity interests issued by the Group in exchange for control of the acquiree.
Acquisition related costs are recognised in the income statement as incurred.
Goodwill is measured as the excess of the sum of:
- the fair value of the consideration transferred;
- the amount of any non-controlling interests in the acquiree; and
- the fair value of the acquirer’s previously held equity interest in the acquiree, if any; less
- the net of the acquisition date fair value of the identifiable assets acquired and liabilities assumed.
For each business combination, the Group recognises any non-controlling interest in the acquiree at its proportionate share of the
acquiree’s identifiable net assets.
For changes in the Group’s interest in a subsidiary that do not result in a loss of control, the Group adjusts the carrying amounts of
the controlling and non-controlling interests to reflect the changes in their relative interests in the subsidiary. The difference
between the change in value of the non-controlling interest and the fair value of the consideration paid or received is recognised
directly in equity and attributed to the equity holders of the parent.
2.4.3 TRANSACTIONS ELIMINATED ON CONSOLIDATION
Intragroup balances, transactions and any unrealised gains and losses or income and expenses arising from intragroup
transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way
as unrealised gains, but only to the extent that there is no evidence of impairment.
2.4.4 INVESTMENT IN ASSOCIATES AND JOINT VENTURES
Associates are entities over whose financial and operating policies the Group has the ability to exercise significant influence but not
control and which are neither subsidiaries nor joint ventures. The Group classifies its interests in joint arrangements as either joint
operations or joint ventures depending on the Group’s rights to the assets and obligations for the liabilities of the arrangements.
When making this assessment, the Group considers the structure of the arrangements, the legal form of any separate vehicles, the
contractual terms of the arrangements and other facts and circumstances.
Investments in associated undertakings and joint ventures are initially recorded at cost and increased (or decreased) each year by
the Group’s share of the post-acquisition net income (or loss), and other movements reflected directly in the other comprehensive
income or equity of the associated undertaking.
Where the Group acquires an additional shareholding such that the investment becomes a subsidiary or where it obtains significant
influence such that an investment which was previously accounted for as an investment under IAS 39 is now to be treated as an
associate undertaking, the Group’s previously held interest is re-measured to fair value through profit or loss for the year. The cost
of the associate is determined as the fair value of the original investment plus the fair value of any additional considerati on given to
achieve significant influence.
Goodwill arising on the acquisition of an associated undertaking or joint venture is included in the carrying amount of the
investment. When the Group’s share of losses in an associate or joint venture has reduced the carrying amount to zero, including
any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations to make payments
on behalf of the associate or joint venture.
The Group’s share of the results of associate undertakings or joint ventures after tax reflects the Group’s proportionate interest in
the relevant undertaking and is based on financial statements drawn up to a date not earlier than three months before the year end
reporting date, adjusted to conform with the accounting policies of the Group.
Since goodwill that forms part of the carrying amount of the investment in an associate or joint venture is not recognised separately,
it is not tested for impairment separately. Instead, the entire amount of the investment in an associate or joint venture is tested for
impairment as a single asset when there is objective evidence that the investment in an associate or joint venture may be impaired.
Reversals of impairments are recorded as an adjustment to the investment balance to the extent that the recoverable amount of the
associate or joint venture increases.
Unrealised gains and losses arising from transactions with associates and joint ventures are eliminated to the extent of the Group’s
interest in the entities.
When the Group ceases to have significant influence over an associate or joint control over a joint venture, that is accounted for as
a disposal of the entire interest in that investee, with a resulting gain or loss being recognised in profit or loss. Any interest retained
in that former investee at the date when significant influence or joint control is lost is recognised at fair value and this amount is
regarded as the fair value on initial recognition of a financial asset or, when appropriate, the cost on initial recognition of an
investment in an associate.
Associates and joint ventures are carried at cost less impairments in the Company financial statements.
Any gain or loss on the dilution of an interest in an equity-accounted investee is calculated as the difference between the carrying
amounts of the investment in the equity-accounted investee, immediately before and after the transaction that resulted in the
dilution and is recognised in profit or loss.
2.4.5 GOODWILL AND INTANGIBLE ASSETS
Goodwill and intangible assets are carried at cost less impairment. In respect of equity accounted investments the carrying amount
of goodwill is included in the carrying amount of the investment and an impairment loss on such an investment is not allocated to
any underlying asset, including goodwill that forms part of the carrying amount of the investee.
Amortisation of intangible assets is recognised in profit or loss on a straight-line basis over their estimated useful life, from the date
that they are available for use.
2.5 CURRENCY TRANSLATION RESERVE
2.5.1 FOREIGN CURRENCY TRANSACTIONS
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the foreign
exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-
monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to the functional
currency at the foreign exchange rates ruling at the dates that the values are determined.
2.5.2 FOREIGN OPERATIONS
Exchange differences arising from the translation of the net investment in foreign operations are taken to the foreign currency
translation reserve (FCTR). They are released into the income statement upon disposal. On consolidation, the statements of
financial position of foreign subsidiaries and associates are translated at the closing rate and the income statement and statement
of comprehensive income are translated at the rates at the dates of the transaction or at an average rate for the year where this is a
reasonable approximation.
2.6 INVESTMENT PROPERTY
Investment properties are those which are held either to earn rental income or for capital appreciation or for both. Investment
properties are stated at fair value. External, independent valuation companies, having professionally qualified valuers and recent
experience in the location and category of property being valued, value the portfolios on an annual basis. The fair values are based
on market values, being the estimated amount for which property could be exchanged on the date of valuation on a highest and
best use basis between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties
had each acted knowledgeably and without compulsion.
The valuations are prepared by considering comparable market transactions for sales and letting and having regard for the current
leases in place. In the case of lettings this includes considering the aggregate of the net annual market rents receivable from the
properties and where relevant, associated costs. A yield which reflects the risks inherent in the net cash flows is applied to the net
annual rentals to arrive at the property valuation.
As the fair value model is applied, property under construction or redevelopment for future use as investment property is measured
at fair value. However, where the fair value of investment property under redevelopment is not reliably measurable, the property is
measured at cost.
Property held under leases for the same purpose is also classified as investment property, accounted for as if held under a Finance
Lease and initially recognised at the sum of any premium paid on acquisition and the present value of any future minimum lease
payments. The corresponding liability to the superior leaseholder is included in the consolidated statement of financial position as a
Finance Lease obligation.
Thereafter investment property is measured at fair value, which reflects market conditions at the reporting date. For the purposes of
the historical financial information, the assessed fair value is:
- reduced by the carrying amount of any accrued income and expense resulting from the spreading of lease incentives to
tenants and/or minimum lease payments; and
- increased by the carrying amount of any liability to the superior leaseholder included in the consolidated statement of financial
position as a Finance Lease obligation.
The annual valuations of investment property are based upon estimates and subjective judgements that may vary from the actual
values and sales prices that may be realised by the Group upon ultimate disposal. The critical assumptions made relating to
valuations have been disclosed in Note 18 to the financial statements.
Gains or losses arising from changes in the fair value of investment property are included in the profit or loss in the year in which
they arise.
Acquisition and disposals of investment property are recognised when significant risks and rewards attached to the property have
transferred to, or from, the Group.
2.6.1 BORROWING COSTS AND COST OF CONSTRUCTION
All costs directly associated with the purchase and construction of a property are capitalised.
Borrowing costs are capitalised if they are directly attributable to the acquisition, construction or production of a qualifying asset.
Capitalisation of borrowing costs commences when the activities to prepare the asset are in progress and expenditures and
borrowing costs are being incurred. Capitalisation of borrowing costs may continue until the assets are substantially ready for their
intended use. If the resulting carrying amount of the asset exceeds its value, an impairment loss is recognised. The capitalisation
rate is arrived at by reference to the actual rate payable on borrowings for development purposes or, with regard to that part of the
development cost financed out of general funds, to the average rate.
2.7 PROPERTY, PLANT AND EQUIPMENT
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment
losses. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure
will flow to the Group. Depreciation is calculated to write off the cost of items less their estimated residual values using the straight
line method over their estimated useful lives and is generally recognised in profit or loss. Leased assets are depreciated over the
shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the
lease term. Property, plant and equipment are depreciated over a period of between 2 to 5 years.
2.8 FINANCIAL INSTRUMENTS – RECOGNITION, CLASSIFICATION AND MEASUREMENT
Non-Derivative Financial Instruments
Non-derivative financial instruments comprise investments in equity securities, trade and other receivables, cash and cash
equivalents, loans and borrowings, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not designated at fair value through
profit or loss, any directly attributable transaction costs, except as described below. Loan receivables and payables are
subsequently measured at amortised cost using the effective interest rate method.
A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial
assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfers
the financial assets to another party without retaining control or substantially all risks and rewards of the asset. Regular way
purchases and sales of financial assets are accounted for at trade date, i.e. the date that the Group commits itself to purchase or
sell the asset. Financial liabilities are derecognised if the Group’s obligations specified in the contract expire.
Investments at Fair Value through Profit or Loss
An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition.
Financial instruments are designated as fair value through profit or loss if the Group manages such investments and makes
purchase and sale decisions based on their fair value. Upon initial recognition, attributable transaction costs are recognised in profit
or loss when incurred. Financial instruments at fair value through profit or loss comprise equity securities and are measured at fair
value with changes therein recognised in the income statement. Fair values are determined by reference to their quoted bid price at
the reporting date. Investments in investment property funds are recorded at the net asset value per share reported by the
managers of such funds, which is considered the best estimate of fair value.
Derivative Financial Instruments
The Group holds derivative financial instruments to manage its interest rate risk exposures. Embedded derivatives are separated
from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the
embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet
the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss.
Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss when incurred.
Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for in profit or loss and
disclosed in gains / losses on financial assets and liabilities.
2.9 FINANCE LEASES
Finance Leases, which are the ground rents payable to the superior landlord on leasehold properties, are capitalised at the
inception of the lease at the fair value of the leased property or, if lower, at the present value of the future minimum lease
payments. Lease payments are apportioned between the finance charges and the reduction of the lease liability so as to achieve a
constant rate of interest on the remaining balance of the liability over the lease term. Finance charges are charged through profit or
loss as they arise.
2.10 IMPAIRMENT
Financial assets not carried at fair value through profit or loss are assessed at each reporting date to determine whether there is
objective evidence that they are impaired. A financial asset is impaired if objective evidence indicates that a loss event has
occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of
that asset that can be estimated reliably.
Objective evidence that financial assets (including equity securities) are impaired can include default or delinquency by a debtor,
restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or
issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers in the Group, economic conditions that
correlate with defaults or the disappearance of an active market for a security.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying
amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses
are recognised in profit or loss and reflected in an allowance account against loans and receivables. Interest on the impaired asset
continues to be recognised. When a subsequent event (e.g. repayment by a debtor) causes the amount of impairment loss to
decrease, the decrease in impairment loss is calculated on the same basis as the original charge and reversed through profit or
loss.
2.11 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash balances on hand, cash deposited with financial institutions and short-term call deposits.
Cash and cash equivalents have a maturity of less than three months.
Restricted cash comprises cash deposits which are restricted until the fulfilment of certain conditions.
2.12 SHARE CAPITAL
Ordinary Share Capital
Ordinary shares are classified as equity. External costs directly attributable to the issue of new shares, net of tax, are shown as a
deduction from any recognised share premium.
2.13 LEASEHOLD PROPERTY
Leasehold properties that are leased out to tenants under operating leases are classified as investment properties as appropriate,
and are included in the statement of financial position at fair value.
Land interests held under operating leases are classified and accounted for as investment property on a property by property basis
when they are held to earn rentals or for capital appreciation on both the land and the property elements. Any such property interest
under an operating lease classified as investment property is carried at fair value.
2.14 BORROWINGS
Interest-bearing borrowings are recognised initially at fair value less directly attributable transaction costs. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being
recognised in the income statement over the period of the borrowings on an effective interest rate basis.
Finance Costs
Finance costs recognised in the income statement represent interest payable on borrowings calculated using the effective interest
rate method.
Restructured Debt
A financial liability is derecognised when it is extinguished (i.e. it is discharged, cancelled or expires) which may happen when full
repayment is made to the lender, the borrower is legally released from primary responsibility for the financial liability or where there
is an exchange of debt instruments with substantially different terms or a substantial modification of the terms of an existing debt
instrument.
In the event of a substantial modification in terms, any difference between the carrying amount of the original liability and the
consideration paid is recognised in profit or loss. The consideration paid includes non-financial assets transferred and the
assumption of liabilities, including the new modified financial liability. Any new financial liability recognised is measured initially at
fair value and subsequently at amortised cost under the effective interest rate method. Any costs or fees incurred are recognised as
part of the gain or loss on extinguishment and do not adjust the carrying amount of the new liability.
2.15 DIVIDENDS
Dividends to shareholders are recognised when they become legally payable. In the case of interim dividends, this is when
declared and paid by the Directors. In the case of final dividends, this is when approved by the shareholders at a general meeting.
2.16 RENTAL INCOME
Rental income from investment property leased out under operating leases is recognised in the income statement on a straight-line
basis over the term of the leases. Lease incentives granted are recognised as an integral part of the total rental income and
amortised over the term of the leases.
Contingent rental income is recognised as it arises. Premiums to terminate leases are recognised in profit or loss as they arise.
2.17 SERVICE CHARGES
Where the Group invoices service charges, these amounts are not recognised as income as the risks in relation to the provision of
these goods and services are primarily borne by the Group’s customers and consequently they are recognised as a reduction in
property operating expenses. Any servicing expenses suffered by the Group are included within property operating expenses in the
income statement.
2.18 INVESTMENT AND INTEREST INCOME
Dividends from listed property investments are recognised on the date the Group’s right to receive payment is established. Interest
earned on cash invested with financial institutions is recognised on an accrual basis using the effective interest rate method.
2.19 INCOME TAX
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement
except to the extent that it relates to items recognised directly in other comprehensive income or equity, in which case it is
recognised in other comprehensive income.
Current tax is based on taxable profit for the year and is calculated using tax rates that have been enacted or substantively enacted
by the balance sheet date. Taxable profit differs from net profit as reported in the income statement because it excludes items of
income or expense that are not taxable (or tax deductible).
Deferred tax is provided using the statement of financial position liability method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The
following temporary differences are not provided for: those arising from goodwill not deductible for tax purposes, those arising from
the initial recognition of assets or liabilities that affect neither accounting or taxable profit, nor differences relating to investments in
subsidiaries to the extent described below. The amount of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the
asset can be utilised and is reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Deferred tax is not provided on temporary differences arising on investments in subsidiaries and joint ventures where the timing of
the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability settled.
Deferred tax on the fair value adjustment on investment properties and listed securities has been provided at the capital gains
taxation rate based on the manner in which each asset is expected to be realised. Deferred taxation liabilities are provided only to
the extent that there are not sufficient tax losses to shield the charge.
2.20 EARNINGS PER SHARE
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the
profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding
during the year. Diluted EPS is determined by dividing the profit or loss attributable to ordinary shareholders by the weighted
average number of ordinary shares outstanding adjusted for the effects of all dilutive potential ordinary shares.
In line with JSE requirements, the Group also presents headline earnings per share.
2.21 SEGMENTAL REPORTING
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and in
respect of which it may incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other
components. An operating segment’s operating results are reviewed regularly by the Chief Operating Decision Maker to inform
decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial
information is available. See Note 3 for further details.
2.22 CAPITAL INSTRUMENT
A financial instrument or its component parts is classified on initial recognition as a financial liability, a financial asset or an equity
instrument in accordance with the substance of the contractual arrangement.
An instrument is classified as equity where there is no contractual obligation to deliver cash or another financial asset to another
party, or to exchange financial assets or financial liabilities with another party under potentially unfavourable conditions (for the
issuer of the instrument) or where the instrument will or may be settled for a fixed number of the entity’s own equity instruments.
Equity instruments are recognised initially at their fair value with any directly attributable costs allocated to the instrument. The
equity instrument is not re-measured subsequent to initial recognition.
Payments in relation to the capital instrument that are settled in equity shares are deemed to be share-based payments and are
recorded in the income statement due to the unavoidable nature of the obligation.
2.23 EMPLOYEE BENEFITS AND EMPLOYEE SHARE-BASED PAYMENTS
Employee benefits, such as salaries and other benefits, are accounted for on an accruals basis over the period during which
employees have provided services. Bonuses are recognised to the extent that the Group has a legal or constructive obligation to its
employees that can be measured reliably.
Share-based incentives are provided to employees under the Group’s Long-Term Performance Share Plan (“PSP”) for Executive
Directors and the Restricted Stock Plan for employees. The Group recognises a compensation cost in respect of these schemes
that is based on the fair value of the awards, measured using the Monte Carlo valuation methodology.
For equity-settled schemes, the fair value is determined at the date of grant and is not subsequently re-measured unless the
conditions on which the award was granted are modified.
For cash-settled schemes, the fair value is determined at the date of grant and is re-measured at each reporting date until the
liability is settled. Generally, the compensation cost is recognised on a straight line basis over the vesting period. Adjustments are
made to reflect expected and actual forfeitures during the vesting period due to the failure to satisfy service conditions or non-
market performance conditions.
2.24 DISPOSAL GROUPS AND NON-CURRENT ASSETS HELD FOR SALE
A non-current asset or a disposal group comprising assets and liabilities is classified as held for sale if it is expected that its
carrying amount will be recovered principally through sale rather than through continuing use, it is available for immediate sale and
it is highly probable that the sale will occur within one year. For the sale to be highly probable, the appropriate level of management
must be committed to a plan to sell the asset or disposal group.
Where the Group is committed to a sale plan involving the loss of control of a subsidiary it classifies all the assets and liabilities of
that subsidiary as held for sale when the criteria set out above and detailed in IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after
the sale.
On initial classification as held for sale, generally, non-current assets and disposal groups are measured at the lower of the
previous carrying amount and fair value less costs to sell, with any adjustments taken to the income statement. The same applies
to gains and losses on subsequent re-measurement. However, certain items such as financial assets within the scope of IAS 39
and investment property in the scope of IAS 40 continue to be measured in accordance with those standards.
Impairment losses subsequent to the classification of assets as held for sale are recognised in the income statement.
Increases in fair value less costs to sell of assets that have been classified as held for sale are recognised in the income statement
to the extent that the increase is not in excess of any cumulative impairment loss previously recognised in respect of the asset.
Assets classified as held for sale are not depreciated.
Gains and losses on re-measurement and impairment losses subsequent to classification as disposal groups and non-current
assets held for sale are shown within continuing operations in the income statement, unless they qualify as discontinued
operations.
Disposal groups and non-current assets held for sale are presented separately from other assets and liabilities on the statement of
financial position. Prior periods are not reclassified.
2.25 PROVISIONS
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be
estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are
determined by discounting the expected cash flows at a pre-tax rate that reflects current market assessments of the time value of
money and the risks specific to the liability.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the
obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote.
2.26 CAPITAL MANAGEMENT
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain
future development of the business. The Board of Directors monitors both the demographic spread of shareholders, as well as the
return on capital, which the Group defines as total shareholders’ equity, excluding non-controlling interests, and the dividends paid
to ordinary shareholders.
At the 2014 AGM the Company received the necessary authorisation from shareholders to purchase its own shares on the market,
subject to such shares being cancelled immediately upon acquisition. The timing of purchases will depend on market conditions
and purchase and sale decisions will be made on a transaction by transaction basis by the Board of Directors. No share purchases
took place in the period. The Group does not have a defined share buy-back plan.
Neither the Company nor any of its subsidiaries are subject to externally imposed regulatory capital requirements. The level of the
Company’s borrowings, in terms of its articles of association, shall not at any time, without the previous sanction of an ordinary
resolution of the Company exceed ten times the aggregate of:
i. the amount paid up on the issued share capital of the Company; and
ii. the total of capital and revenue reserves
The Company’s dividend policy is to distribute the majority of its earnings available for distribution in the form of dividends to
shareholders.
3. SEGMENTAL REPORTING
The Group's identified reportable segments are set out below. These segments are generally managed by separate management
teams. As required by IFRS 8 Operating Segments, the information provided to the Board, which is the Chief Operating Decision
Maker, can be classified into the following segments:
UK Retail: the Group’s portfolio of seven wholly-owned shopping centres;
UK Hotels: the Group’s hotel properties comprising eight hotels in Greater London and South East, England and one
hotel in Edinburgh, Scotland. The Group also holds a 25.3% shareholding in RedefineBDL which leases
and manages all of the Group’s hotel properties except for the Enfield Travelodge;
UK Commercial: the Group’s portfolio of offices, motor trade and roadside service stations;
Europe: the Group’s properties in Continental Europe, located primarily in Germany but also in the Netherlands. The
portfolio comprises shopping centres, discount supermarkets and Government-let offices; and
Cromwell: relates to the Group’s investment in the Cromwell Property Group, Australia, which was disposed of during
the year and is presented for comparative purposes only.
Relevant revenue, asset and capital expenditure information is set out below:
I) INFORMATION ABOUT REPORTABLE SEGMENTS
UK UK UK Cromwell
Retail Hotels Commercial Europe (disposed)* Total
£m £m £m £m £m £m
For the year ended 31 August 2015
Gross rental income 26.5 13.3 13.7 14.8 - 68.3
Investment income - - - - 7.5 7.5
Other income - - 2.5 0.1 - 2.6
Property operating expenses (3.3) - (0.7) (1.3) - (5.3)
Gain on extinguishment / acquisition of debt - - 23.0 6.8 - 29.8
Net gain/(loss) from financial assets and liabilities (0.2) 0.7 (0.4) 0.5 (17.5) (16.9)
Gain on bargain purchase of subsidiary - - - 0.2 - 0.2
Loss on disposal of subsidiaries - - - (0.3) - (0.3)
Equity accounted profit - 0.5 - 5.6 - 6.1
Net fair value gain on investment property and 11.5 12.0 5.9 0.2 - 29.6
assets held for sale
Gain on disposal of joint venture - - - 0.6 - 0.6
Impairment of loans to joint ventures - - (0.4) (3.4) - (3.8)
Gain on disposal of assets held for sale - 0.6 - - - 0.6
Interest income - 1.0 0.4 1.4 - 2.8
Interest expense - senior debt (13.6) (4.3) (3.8) (6.7) (1.9) (30.3)
Total per reportable segments 20.9 23.8 40.2 18.5 (11.9) 91.5
Investment property 355.5 234.7 154.2 190.0 - 934.4
Derivative financial instruments (0.1) 1.5 (0.4) (3.3) (0.2) (2.5)
Investment in joint ventures - - - 14.6 - 14.6
Loans to joint ventures - - - 33.6 - 33.6
Investment in associates - 8.0 - - - 8.0
Loan borrowings (204.2) (110.2) (58.6) (146.1) (23.2) (542.3)
For the year ended 31 August 2014
Gross rental income 21.8 11.4 17.3 15.7 - 66.2
Investment income - - - - 10.1 10.1
Property operating expenses (2.9) - (0.1) (1.2) - (4.2)
Gain on extinguishment / acquisition of debt - - 44.9 - - 44.9
Net gain/(loss) from financial assets and liabilities 7.7 0.5 0.2 (2.1) (5.5) 0.8
Equity accounted profit - 0.7 - 3.2 - 3.9
Net fair value gain/(loss) on investment property 15.8 20.6 14.8 (1.4) - 49.8
and assets held for sale
Interest income 1.8 3.3 0.2 0.3 - 5.6
Interest expense – senior debt (11.1) (3.9) (6.5) (6.1) (2.3) (29.9)
Total per reportable segments 33.1 32.6 70.8 8.4 2.3 147.2
Investment property 346.1 193.9 131.8 220.7 - 892.5
Long-term receivables - - 1.6 - - 1.6
Investments at fair value - - - - 97.8 97.8
Derivative financial instruments - 2.1 0.3 - - 2.4
Investment in joint ventures - - - 15.2 - 15.2
Loans to joint ventures - - 0.5 0.7 - 1.2
Investment in associates - 8.0 - - - 8.0
Assets held for sale - - 51.9 - - 51.9
Loan borrowings (205.2) (95.1) (134.1) (160.1) (28.1) (622.6)
* On 31 August 2015 the Group disposed of its shareholding in Cromwell, refer to Note 20 for further details.
II) RECONCILIATION OF REPORTABLE SEGMENT PROFIT OR LOSS
31 August 31 August
2015 2014
£m £m
Total profit per reportable segments 91.5 147.2
Other profit or loss - unallocated amounts
Other income 1.3 1.0
Administrative expenses (7.0) (5.4)
Investment adviser and professional fees (4.1) (6.5)
Impairment of goodwill - (2.0)
Write down and amortisation of intangible assets (0.2) (23.0)
Interest income - 2.4
Interest expense - (12.4)
Foreign exchange gain 2.5 0.6
Consolidated profit before taxation 84.0 101.9
4. GROSS RENTAL INCOME
31 August 31 August
2015 2014
£m £m
Gross lease payments collected/accrued from third parties 55.0 54.8
Gross lease payments collected/accrued from related parties (Note 33) 13.3 11.4
Gross rental income 68.3 66.2
The future aggregate minimum rentals receivable under non-cancellable
operating leases are as follows:
Not later than 1 year 63.7 67.1
Later than 1 year not later than 5 years 225.1 230.3
Later than 5 years 376.2 414.2
665.0 711.6
5. INVESTMENT INCOME
31 August 31 August
2015 2014
£m £m
Dividends received from equity securities designated at fair value through profit
or loss 7.5 10.1
Investment income 7.5 10.1
6. OTHER INCOME
31 August 31 August
2015 2014
£m £m
Fee income from related parties (Note 33) 0.8 -
Other property income 3.1 1.0
Other income 3.9 1.0
7. ADMINISTRATIVE AND OTHER OPERATING EXPENSES
31 August 31 August
2015 2014
£m £m
Administration and other operating expenditure (2.6) (2.4)
Staff costs (3.8) (2.5)
Depreciation (0.1) -
Share-based payments (0.5) (0.5)
Administrative and other operating expenses (7.0) (5.4)
8. INVESTMENT ADVISER AND PROFESSIONAL FEES
31 August 31 August
2015 2014
£m £m
Investment adviser / management fees (Note 33) - (0.8)
Independent Auditor’s remuneration
– for audit (0.3) (0.3)
– for tax compliance and advisory work - (0.2)
Legal fees (3.4) (3.2)
Other professional fees (0.4) (2.0)
Investment adviser and professional fees (4.1) (6.5)
Following the completion of the management internalisation on 2 December 2013 the Investment Advisory Agreement (“IAA”)
between the Company and RIPML was cancelled. Prior to cancellation asset management and certain other fees were payable
under the IAA. These fees included an incentive fee payable by the Company to RIPML if certain conditions were met.
9. IMPAIRMENT OF GOODWILL
31 August 31 August
2015 2014
£m £m
Opening balance - -
Goodwill generated from business acquisitions (Note 12) - 2.0
Write off of goodwill - (2.0)
- -
10. GAIN ON EXTINGUISHMENT / ACQUISITION OF DEBT
31 August 31 August
2015 2014
£m £m
Write-off of residual Delta liabilities 23.0 -
Gain on acquisition of German loans 3.5 -
Release of Finance Lease liability 3.3 -
Write-off of residual Gamma liabilities - 44.9
Gain on extinguishment / acquisition of debt 29.8 44.9
As further discussed in Note 27, the Company restructured the £114.6 million Delta facility in October 2012. Following the orderly
disposal of all properties during this financial year (three of which were purchased from the security pool by the Group), on 25
August 2015 the Company was released from all obligations arising under the agreement. As a result, a gain of £23.0 million has
been recognised representing the write-off of the residual debt.
By way of loan assignment, on 15 October 2014 the Group acquired loans with a face value of €14.5 million secured by a portfolio
of German properties owned by the Group. This resulted in a gain of €4.5 million (£3.5 million).
On disposal of the Swiss Properties during the financial year, the remaining Finance Lease liability of £3.3 million was released to
the income statement.
A Fixed Charge Receiver (the “Receiver”) was appointed to the property subsidiaries which secured the Gamma facility in January
2013. On 28 August 2014, following the sale by the Receiver of all of the properties securing the Gamma facility, the Group
received extinguishment of the residual Gamma debt of £44.9 million from the Security Trustee.
11. NET (LOSS) / GAIN FROM FINANCIAL ASSETS AND LIABILITIES
31 August 31 August
2015 2014
£m £m
Fair value through profit or loss
Equity investments – unrealised (Note 20) - (8.6)
Equity investments – realised (Note 20) (17.6) 3.1
Derivative financial instruments 0.7 (1.1)
Loss on re-measurement of deferred consideration related to the CMC - (0.6)
acquisition
Financial assets carried at amortised cost
Gain on debt restructure - 6.2
Reversal of impairment on loans and receivables - 1.8
Net (loss) / gain from financial assets and liabilities (16.9) 0.8
12. BUSINESS COMBINATIONS
On 19 December 2014, the Company acquired an additional 44.9% shareholding in Ciref Premium Holdings Limited (previously
named Ciref Nepi Holdings Limited) from its joint venture partner, New Europe Property (BVI) Limited for a consideration of €3.6
million (£2.8 million). Ciref Premium Holdings Limited owns six properties in Germany (the “Premium Portfolio”). This acquisition
brings the Group’s interest in Ciref Premium Holdings Limited to 94.9% and it is accounted for as a subsidiary undertaking from the
acquisition date, i.e. the date control was obtained.
The acquisitions during the 2014 financial year relate to the purchase of the companies holding Grand Arcade, Wigan and West
Orchards, Coventry.
The assets and liabilities arising from the acquisition and the net cash position have been summarised in the table below:
31 August 31 August
2015 2014
£m £m
Fair value of identifiable assets and liabilities
Investment property (including Finance Leases) 26.1 123.0
Trade and other receivables 0.1 0.7
Cash and cash equivalents 0.9 1.2
Borrowings (including Finance Leases) (19.6) (73.7)
Trade and other payables (including derivatives) (1.4) (44.1)
6.1 7.1
Fair value of consideration transferred
Cash consideration (2.8) (7.1)
Fair value of existing 50% of shareholding and loan (3.1) -
(5.9) (7.1)
Goodwill
Fair value of identifiable assets and liabilities 6.1 7.1
Non-controlling interest - -
Consideration (5.9) (7.1)
Gain on bargain purchase of subsidiary 0.2 -
Ciref Premium Holdings Limited
The fair value of the investment property was determined by the Directors having regard to the 31 August 2014 independent
valuation and movements in the market up to the date of acquisition.
The fair value of loans and borrowings was determined by reference to market interest rates available for similar debt instruments.
The fair value of trade receivables and trade payables was determined based on the terms of the underlying transactions and was
for the most part deemed to approximate their carrying value.
The gain on bargain purchase needs to be considered in light of the downward fair value movement on loans to Ciref Premium
Holdings Limited of £0.7 million included in the impairment of loans to joint ventures disclosed in Note 21 to the financial
statements. If the acquisition had occurred on 1 September 2014, management estimates that consolidated revenue for the Group
in 2015 would have been £79.4 million and consolidated profit for the year ended 31 August 2015 would have been £103.6 million.
In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition
would have been the same if the acquisition had occurred at the beginning of the year.
RIMH
On 2 December 2013 the Company completed the acquisition of RIMH, the consideration of which was satisfied by the issue of
79,000,000 new ordinary shares in the Company. 12,989,899 shares were issued to settle the incentive fee payable under the
Investment Adviser Agreement (“IAA”) between the Company and RIPML, while 66,010,101 shares were issued as the
consideration to acquire RIMH. The fair value of the ordinary shares issued was based on the listed share price of the Company at
2 December 2013 of 49.50 pence per share.
13. DISPOSAL OF SUBSIDIARIES
The Group did not dispose of any subsidiaries during the financial year ended 31 August 2014. During 2015, the Group reduced its
shareholding in the following subsidiaries to 50% and 53% respectively:
- Ciref Berlin 1 Limited
- Ciref European Portfolio 2 Limited
These entities are now accounted for as jointly controlled entities, under the Leopard Portfolio, the details of which are disclosed in
Note 21.
The impact on the Group is shown below:
31 August
2015
£m
Consideration received
Cash consideration 4.9
Carrying amount of non-controlling interest 0.1
Fair value of retained joint venture interest 1.2
Fair value of retained loan to joint venture 3.5
Total consideration received 9.7
Assets
Investment property 11.5
Cash 0.3
Trade and other receivables 0.5
Liabilities
Trade and other payables (0.1)
Borrowings (3.0)
Net assets disposed 9.2
Less:
Transfer of FCTR to income statement on disposal of foreign operation (0.8)
Loss on disposal of subsidiaries (0.3)
The net loss presented in the table above is made up of a gain of £0.7 million on the Ciref Berlin 1 Limited transaction and a loss of
£1.0 million on the Ciref European Portfolio 2 Limited transaction, including £3.4 million and £1.3 million in respect of the fair value
of the investments and loans retained in the former subsidiaries respectively. Commercially, the Directors considered these two
transactions together.
14. EQUITY ACCOUNTED PROFIT
31 August 31 August
2015 2014
£m £m
Investment in joint ventures (Note 21) 5.5 3.2
Investment in associates (Note 22) 0.6 0.4
Gain on dilution of shareholding in associate - 0.3
Equity accounted profit 6.1 3.9
15. INTEREST INCOME
Re-presented*
31 August 31 August
2015 2014
£m £m
Interest receivable from mezzanine financing - 5.5
Interest income on bank deposits 0.5 0.3
Re-presented*
31 August 31 August
2015 2014
£m £m
Interest income on loans advanced to other parties - 1.2
Interest income on loans to related parties (Note 33) 2.3 1.0
Interest income 2.8 8.0
* The 2014 figure has been re-presented in the current year with £1.2 million now reported as ‘Interest income on loans advanced
to other parties’ and £1.0 million as ‘Interest income on loans to related parties’ as disclosed in Note 36.
16. INTEREST EXPENSE
31 August 31 August
2015 2014
£m £m
Interest expense on mezzanine financing - (6.9)
Interest expense on secured bank loans (29.3) (34.2)
Interest expense on amounts due to related parties (Note 33) - (0.4)
Finance Lease interest (1.0) (0.8)
Interest expense (30.3) (42.3)
Interest expense on bank loans for the year ended 31 August 2015 includes £2.7 million (31 August 2014: £2.8 million) in finance
costs due to the amortisation of the fair value adjustments on liabilities acquired, or substantially modified leading to the recognition
of the deemed new liability at fair value.
17. TAXATION
a) Tax recognised in income:
31 August 31 August
2015 2014
£m £m
Current income tax
Income tax in respect of current year (3.8) (2.2)
Withholding tax (0.8) (1.1)
Deferred tax
Origination and reversal of temporary differences (1.5) 4.2
Income tax (charge)/credit (6.1) 0.9
No tax was recognised in equity or other comprehensive income during the year (2014: £Nil).
b) Recognised deferred tax liability and movement during the year:
31 August 31 August
2015 2014
£m £m
Opening balance 0.7 4.9
Deferred tax liability recognised on investment properties 1.5 (0.1)
Deferred tax asset recognised on investments at fair value - (4.1)
Closing balance 2.2 0.7
c) Reconciliation
The tax rate for the year 31 August 2015 is lower than the standard rate of corporation tax in the UK of 20.58% (31 August 2014:
21%). The differences are explained below:
31 August 31 August
2015 2014
£m £m
Profit before taxation 84.0 101.9
Profit before tax multiplied by rate of corporation tax 17.3 21.4
Effect of:
- exempt property valuations (6.1) (10.5)
- gain on extinguishment / acquisition of debt (6.1) (9.4)
- income not subject to UK income tax (6.0) (5.0)
- impact of foreign tax (Australian tax on Cromwell) - (2.4)
- gain / (loss) from financial assets and liabilities 3.5 (0.2)
- other taxable income 2.7 -
- expenses not deductible for tax - 4.1
- withholding tax 0.8 1.1
Tax charge/(credit) for the year 6.1 (0.9)
Net deferred tax assets not recognised amounted to £15.7 million (31 August 2014: £13.8 million).
In the reconciliation above, the effective tax rate of the Group was 7.2% (31 August 2014: 0.9%).
On 4 December 2013 the Group converted to a UK REIT. As a result, the Group does not pay UK Corporation Tax on the profits
and gains from qualifying rental business in the UK provided it meets certain conditions. Non-qualifying profits and gains of the
Group continue to be subject to corporation tax.
In order to retain REIT status, certain ongoing criteria must be maintained. The main criteria are as follows:
- at the start of each accounting period, the assets of the tax exempt business must be at least 75% of the total value of the
Group’s assets;
- at least 75% of the Group’s total profits must arise from the tax exempt business; and
- at least 90% of the income from tax exempt business must be distributed.
The Directors intend that the Group should continue as a REIT for the foreseeable future, with the result that deferred tax is no
longer recognised on temporary differences relating to the property rental business which is within the REIT structure.
18. INVESTMENT PROPERTY
The cost of the consolidated investment properties at 31 August 2015 was £1,000.1 million (31 August 2014: £1,032.9 million). The
carrying amount of investment property is the fair value of the property as determined by appropriately qualified independent
valuers. Valuations are based on what is determined to be the highest and best use. When considering the highest and best use a
valuer will consider, on a property by property basis, and in limited circumstances, in aggregation with other assets, its actual and
potential uses which are physically, legally and financially viable. Where the highest and best use differs from the existing use, the
valuer will consider the cost and the likelihood of achieving and implementing this change in arriving at its valuation.
The fair value of the Group’s properties for the year ended 31 August 2015 was assessed by the valuers in accordance with the
Royal Institute of Chartered Surveyors (RICS) standards and IFRS 13.
The valuations performed by the independent valuers are reviewed internally by senior management and by the Audit and Risk
Committee. This includes discussion of the assumptions used by the external valuers, as well as a review of the resulting
valuations.
Technique
The fair value of the property portfolio has been determined using either a discounted cash flow or a yield capitalisation technique,
whereby contracted and market rental values are capitalised at a market capitalisation rate. The resulting valuations are cross-
checked against the net initial yield and the fair market values per square foot derived from comparable recent market transactions.
The valuation technique described above is consistent with IFRS 13 and uses significant “unobservable” inputs. There have been
no changes in valuation techniques since the prior year.
The Group considers that all of its investment properties and assets held for sale fall within ‘Level 3’, as defined by IFRS 13.
Accordingly, there has been no transfer of properties within the fair value hierarchy in the financial year.
In accordance with IAS 40 Investment Property: Paragraph 14, judgement is needed to determine whether a property qualifies as
an investment property. The Group has developed criteria so that it can exercise its judgement consistently in recognising
investment properties. These include inter alia; property held for long-term capital appreciation, property owned (or under Finance
Leases) and leased out under one or more operating leases; and property that is being constructed or developed for future use as
an investment property. The recognition and classification of property as investment property principally assures that the Group
does not retain significant exposure to the variation in cash flows arising from the underlying operations of properties. Investment
property comprises a number of commercial and retail properties that are leased to third parties. The hotel properties are held for
capital appreciation and to earn rental income. The properties have been let to RHML and RECML for a fixed rent which is subject
to annual review. The annual rent review takes into account the forecast EBITDA for the hotel portfolio when setting the revised
rental level.
As detailed in the key judgements and estimates in Note 2.3.3, aside from the payment of rental income to Redefine International
P.L.C., which resets annually, and the Group’s shareholding in RedefineBDL, Redefine International P.L.C. is not involved in the
hotel management business and there are limited transactions between Redefine International P.L.C. and RHML and RECML. As a
result, Redefine International P.L.C. classifies the hotel properties as investment properties in line with IAS 40.
Property operating expenses in the consolidated income statement relate solely to income generating properties.
31 August 31 August
2015 2014
£m £m
Opening balance 892.5 643.9
Properties acquired during the year 27.0 113.1
Capitalised expenditure 4.4 3.8
Disposals during the year (45.4) (24.0)
- Disposals through the sale of property (33.9) (24.0)
- Disposals through the sale of subsidiaries (11.5) -
Impact of acquisition of subsidiaries (Note 12) 26.1 123.0
Foreign exchange movement in foreign operations (16.6) (16.3)
Net fair value gain on investment property 31.5 49.0
Transfer from assets held for sale (Note 27) 14.9 -
Closing balance 934.4 892.5
A reconciliation of investment property valuations to the consolidated balance sheet is shown below:
31 August 31 August
2015 2014
£m £m
Investment property at market value as determined by external valuers 923.1 927.8
Freehold 691.8 677.8
Leasehold 231.3 250.0
Adjustments for items presented separately on the balance sheet:
- Add minimum payment under head leases separately included under
borrowings (Note 28) 13.4 16.6
- Less lease incentives included in trade and other receivables (Note 26) (2.1) -
- Investment properties classified as assets held for sale (Note 27) - (51.9)
Carrying value of investment property 934.4 892.5
19. LONG-TERM RECEIVABLES
Re-presented*
31 August 31 August
2015 2014
£m £m
Amounts due from Mezzanine Capital Limited - 1.6
Long-term receivables - 1.6
* The 2014 figure has been re-presented in the current year with £0.4 million now reported as ‘Loans to joint ventures’ along with an amount of £0.8
million from ‘Trade and other receivables’ from the 2014 Annual Report.
20. INVESTMENTS AT FAIR VALUE
The following table details the movement in investments designated at fair value:
Re-presented*
31 August 31 August
2015 2014
£m £m
Opening balance 97.8 139.0
Movement in unrealised gains and losses on Cromwell - (8.6)
Consideration
Disposal of Cromwell shares (80.2) (35.7)
Realised (losses) / gains on sale of Cromwell shares (Note 11) (17.6) 3.1
Closing balance - 97.8
* The 2014 figure has been re-presented in the current year with ‘Derivative financial instruments’ now shown separately as included in Note 29.
The Group disposed of its shareholding of 172,833,576 securities in Cromwell on 31 August 2015 at a price of AUD $1.00 per
share. The total consideration for the share disposal of AUD $172.8 million (£80.2 million) is receivable at 31 August 2015 (Note
26).
No capital gains tax arose on the disposal.
21. INTERESTS IN JOINT VENTURES
Re-presented*
31 August 31 August
2015 2014
£m £m
Opening balance 16.4 15.2
- Investment in joint ventures 15.2 15.2
- Loans to joint ventures 1.2 -
Increase in interest 38.2 1.2
- Investment in joint ventures 1.2 -
- Loans to joint ventures 37.0 1.2
Movements in investment balance (1.8) -
- Disposal of joint venture on acquisition of additional shareholding (2.6) -
- Equity accounted profit 5.5 3.2
- Foreign currency loss recognised through the foreign currency
translation reserve (1.1) (1.5)
- Distribution received from joint ventures (3.6) (1.7)
Movements in loan balance (4.6) -
- Impairment of loans to joint ventures (3.8) -
- Repayments received (0.2) -
- Foreign currency loss recognised in the income statement (0.6) -
Closing balance 48.2 16.4
- Investments in Joint Ventures 14.6 15.2
- Loans to Joint Ventures 33.6 1.2
* The 2014 figures have been re-presented in the current year with £1.2 million now reported as ‘Loans to joint ventures’. This
amount is made up of balances reported within ‘Long-term receivables’ and ‘Trade and other receivables’ in the 2014 Annual
Report.
The Group’s investments in joint ventures currently consist of the following:
(i) 50% in Pearl House Swansea Limited, a joint venture with Sandgate Properties Limited, which owns a long leasehold retail
interest in Swansea, Wales (the joint venture properties were sold on 11 August 2015);
(ii) 50% in Swansea Estates Limited, a joint venture with Sandgate Properties Limited, which owns a long leasehold retail
interest in Swansea, Wales (the joint venture properties were sold on 11 August 2015);
(iii) 50% in 26 The Esplanade No 1 Limited, a joint venture with Rimstone Limited, which ultimately owns an office building in St.
Helier, Jersey;
(iv) 50.5% interest in RI Menora German Holdings S.a.r.l., a joint venture with Menora Mivtachim, which ultimately owns
properties in Waldkraiburg, Hucklehoven and Kaiserslautern in Germany. Notwithstanding the economic shareholding the
contractual terms provide for joint control and so the Company is not deemed to control the entity;
(v) 49% interest in VBG Holdings S.a.r.l., a joint venture with Menora Mivtachim, which ultimately owns government-let
properties in Dresden, Berlin, Stuttgart and Cologne, Germany. Following an assessment of the rights of each shareholder
under the shareholder agreement this entity is deemed to be a joint venture of the Group;
(vi) 50% interest in Leopard Germany Holding 1 S.a.r.l and Leopard German Property ED1, 2, 3 and 4 and ME1 and ME2
S.a.r.l. and ED2 GmbH & Co KG, a joint venture with Redefine Properties Ltd, the Company’s largest shareholder. These
companies hold 56 retail properties in Germany comprising a mix of stand-alone supermarkets, food-store anchored retail
parks and cash and carry stores. Collectively known as the Leopard Portfolio, the joint venture also includes two entities in
which the Group previously held 100% ownership interest, Ciref Berlin 1 Limited and Ciref European Portfolio 2 Limited; and
(vii) 50% in Ciref Crawley Limited, a joint venture with Graymont Limited. The joint venture properties in Crawley, Surrey were
sold on 20 November 2014.
RI Menora German Holdings S.a.r.l. and VBG Holdings S.a.r.l. both have accounting year ends of 31 December which differs from
the year-end of the Group, the purpose of which is to align with the year-end of the joint venture partner, Menora Mivtachim.
Acquisition of Joint Ventures
On 29 January 2015 the Group, in joint venture with Redefine Properties Ltd, the Company’s largest shareholder, acquired an
interest in Leopard Germany Holding 1 S.a.r.l and Leopard German Property ED1, 2, 3 and 4 and ME1 and ME2 S.a.r.l. and ED2
GmbH & Co KG. These companies hold 56 retail properties in Germany. Consideration for the acquisition was €57.4 million (£43.1
million) which was funded equally by the Company and Redefine Properties Ltd. The Company’s investment in these joint ventures
is in the form of:
1) An interest in the share capital of the joint venture companies; and
2) Loans advanced to the joint venture entities. These loans bear interest at between 4.75% and 7% and have remaining
maturities of 10 years.
Included in the Leopard Portfolio are two entities in which the Group previously held 100% ownership interest, Ciref Berlin 1 Limited
and Ciref European Portfolio 2 Limited. Now reported as part of jointly controlled entities, both have been accounted for as
disposed subsidiaries during the year (refer to Note 13).
Disposal of Joint Ventures
On 19 December 2014, the Company acquired an additional 44.9% shareholding in Ciref Premium Holdings Limited (previously
named Ciref Nepi Holdings Limited) from its joint venture partner, New Europe Property (BVI) Limited for a consideration of €3.6
million (£2.8 million). Ciref Premium Holdings Limited owns six properties in Germany (the “Premium Portfolio). This acquisition
brings the Group’s interest in Ciref Premium Holdings Limited to 94.9%. See Note 12 for further details of the acquisition.
The Group recognised a gain on the disposal of this joint venture of £0.4 million being the difference between the carrying value of
the joint venture on the date of the disposal and the fair value of Group’s share of net assets. An amount of £0.2 million relating to
the foreign currency translation reserve was also recycled to the income statement on sale of the Group’s interest in the joint
venture resulting in an overall gain of £0.6 million.
The investment in joint ventures includes investments at £nil value in the balance carried forward on 1 September 2014 which
remain at £nil at 31 August 2015
.
Summarised Financial Information
The summarised financial information derived from the balance sheets of the material joint ventures are set out below:
RI Menora Ciref Recognised
VBG German Premium in Group
Holdings Holdings Leopard Holdings Financial
S.a.r.l. S.a.r.l. Portfolio Limited Other Statements
£m £m £m £m £m £m
Percentage Ownership
Interest 49% 50.5% 50% 50%
Property Property Property Property
Activity Investment Investment Investment Investment
Principal Place of Business Germany Germany Germany Germany
Luxembourg Luxembourg Luxembourg Cyprus
Country of Incorporation
31 August 2015
Non-current assets 68.6 22.3 129.7 - -
Cash at bank 0.8 0.1 3.7 - -
Other current assets 6.1 0.7 0.3 - -
Derivative assets 0.1 - 0.5 - -
Non-current liabilities (50.5) (13.3) (64.0) - -
Current liabilities (6.3) (0.5) (2.8) - -
Derivative liabilities (0.8) (0.3) - - -
Net assets 18.0 9.0 67.4 - -
Group share of net assets 8.8 4.5 33.7 - -
Fair value of retained joint
venture interest (Note 13) - - 1.2 - - -
Carrying Value of
Investment (including
Loans) 8.8 4.5 34.9 - - 48.2
Revenue 6.0 1.5 5.2 0.5 -
Interest expense (1.2) (0.6) (2.7) (0.6) -
Tax (charge) / credit - 0.5 (2.0) 0.6 -
Foreign currency translation (0.7) (0.3) (0.6) - -
Net gain / (loss) 7.3 2.5 (4.8) 1.4 -
Attributable to the Group –
equity accounted profits 3.5 1.3 - 0.7 - 5.5
Attributable to the Group -
impairment of loans - - (2.6) (0.7) (0.5) (3.8)
Distributions (3.3) (0.4) (1.4) - -
RI Menora Ciref Recognised in
German Leopard Premium Group
VBG Holdings Holdings Portfolio Holdings Other Financial
S.a.r.l. S.a.r.l. £m Limited Statements
£m
£m £m £m £m
31 August 2014
Non-current assets 71.6 22.0 - 26.1 -
Cash at bank 1.1 0.3 - 0.5 -
Other current assets 4.9 0.6 - 0.5 -
Non-current liabilities (55.5) (15.2) - (18.5) -
Current liabilities (2.7) (0.4) - (1.8) -
Derivative liabilities (0.4) (0.3) - (0.8) -
Net assets 19.0 7.0 - 6.0 -
Group share of net assets 9.3 3.6 - 3.0 -
Carrying Value of Investment 9.3 3.6 - 3.0 0.5 16.4
(including Loans)
Revenue 6.7 1.7 - 2.1 -
Interest expense (1.3) (0.5) - (1.3) -
Tax charge (0.2) (0.2) - - -
Foreign currency translation (2.1) (1.1) - (0.2) -
Net gain 5.0 0.3 - 1.1 -
Attributable to the Group 2.4 0.2 - 0.6 - 3.2
Distributions (2.9) (0.5) - - -
22. INVESTMENTS IN ASSOCIATES
31 August 2015 31 August
£m 2014
£m
Opening balance 8.0 -
Increase of investment in associates - 7.3
Equity accounted profits 0.6 0.4
Distributions received from associates (0.6) -
Gain on dilution of interest - 0.3
Closing balance 8.0 8.0
Summarised Financial Information
Investments in associates comprise the 25.3% shareholding in RedefineBDL. The Group holds significant influence but not control
despite sharing a common Director. The summarised financial information derived from the balance sheets of associates is set out
below.
31 August 2015 31 August 2014
£m £m
Percentage Ownership Interest 25.3% 25.3%
Activity Hotel Management Hotel Management
Principal Place of Business United Kingdom United Kingdom
Country of Incorporation BVI BVI
Non-current assets 6.7 4.2
Intangible assets 28.1 28.1
Cash at bank 8.1 4.5
Other current assets 6.4 5.2
Long-term liabilities (0.8) (0.8)
Current liabilities (17.0) (9.7)
Net assets 31.5 31.5
31 August 2015 31 August 2014
£m £m
Group share of net assets 8.0 8.0
Carrying Value of Investment 8.0 8.0
Revenue 8.3 8.3
Interest income 0.5 0.5
Interest expense (0.5) (0.8)
Taxation (0.3) (0.5)
Net profit 2.5 2.0
Group share of net profit 0.6 0.4*
*Adjusted for period of ownership and varying ownership interest.
23. INTANGIBLE ASSETS
31 August 31 August
2015 2014
£m £m
Opening balance 1.7 -
Impact of acquisition of subsidiaries - 24.7
Write down of intangible assets - (22.8)
Amortisation (0.2) (0.2)
Closing balance 1.5 1.7
Intangible assets were recognised on the acquisition of RIMH and represented the fair value of the advisory agreements acquired
by the Group. The value attributed to the Group’s agreement with RIPML of £22.8 million has been treated as a payment to avoid
making future payments under the contract and was fully written down in the prior year. The value attributed to the contracts
between RIMH and third parties including joint ventures of the Group and the non-controlling element of properties held by the
Group of £1.9 million is being amortised on a straight line basis over the remaining terms of the contracts, which have an average
life of eight years.
24. PROPERTY, PLANT AND EQUIPMENT
31 August 31 August
2015 2014
£m £m
Opening balance 0.2 -
Additions - 0.2
Depreciation (0.1) -
Closing balance 0.1 0.2
25. CASH AND CASH EQUIVALENTS
31 August 31 August
2015 2014
£m £m
Cash and cash equivalents consists of the following:
Unrestricted cash balances 85.7 83.8
Bank balances 65.3 63.7
Call deposits 20.4 20.1
Restricted cash balances 7.9 6.6
Cash and cash equivalents 93.6 90.4
At 31 August 2015, there was £7.9 million (31 August 2014: £6.6 million) of cash and cash equivalents to which the Group did not
have instant access. This balance includes £5.3 million held with Aviva in relation to the developments in Birchwood Warrington
Limited and the proposed developments in Grand Arcade Wigan Limited and Weston Favell Limited (31 August 2014: £5.5 million).
The remaining £2.6 million (31 August 2014: £1.1 million) restricted cash balance relates to rental income received into restricted
bank accounts out of which interest and other related expenses are paid. At 31 August 2015, trade and other payables include
accrued interest on bank debt facilities of £2.0 million (31 August 2014: £1.8 million) against which the restricted cash balances will
be applied.
26. TRADE AND OTHER RECEIVABLES
Re-presented*
31 August 31 August
2015 2014
£m £m
Rent receivable and prepayments (net of provision of £0.4 million (2014: £0.3
million)) 3.1 3.6
Consideration receivable in respect of Cromwell disposal proceeds 80.2 -
Consideration receivable in respect of Swiss disposal proceeds 22.4 -
Consideration outstanding on disposed subsidiaries 1.0 6.7
Amounts receivable from related parties (Note 33) 28.9 3.6
Net receivables – Mezzanine Capital Limited - 2.3
Lease incentives 2.1 1.3
Service charges recoverable from tenants 0.5 0.5
Sundry receivables 1.0 1.4
VAT receivable - 0.2
Interest receivable - 0.8
Trade and other receivables 139.2 20.4
* The 2014 figure has been re-presented in the current year with £0.8 million now reported as ‘Loans to joint ventures’ along with an amount of £0.4
million from ‘Long-term receivables’ from the 2014 Annual Report.
27. ASSETS HELD FOR SALE
31 August 31 August
2015 2014
£m £m
Opening balance 51.9 57.3
Capitalised expenditure - 0.1
Additions 8.8 -
Transfers to investment property (Note 18) (14.9) -
Disposals during the year (43.9) (6.3)
Net fair value (loss) / gain on assets held for sale (1.9) 0.8
Closing balance - 51.9
Assets held for sale include the following property assets:
31 August 31 August
2015 2014
£m £m
Delta - 51.9
Assets held for sale - 51.9
The Company restructured the £114.6 million Delta facility in October 2012 requiring it to meet certain disposal targets. In line with
this agreement, the Company disposed of ten regional office assets within the Delta portfolio for an aggregate consideration of
£35.1 million on 7 October 2014. The proceeds of these sales were utilised to reduce the Delta facility loan balance. In April 2015,
the Group then acquired the remaining three Delta properties from the security pool with the related proceeds applied to the
repayment of debt and the assets being transferred to investment property, as also referenced in Note 18.
The Group also acquired and disposed of two hotels during the year. These were held in subsidiaries and due to the short-term
nature of the investments were classified as assets held for sale. Their disposal on the 28 August 2015 resulted in a net gain of
£0.6 million.
28. BORROWINGS
31 August 31 August
2015 2014
£m £m
Non-current
Bank loans 506.6 528.2
Less: deferred finance costs (1.8) (1.9)
Aviva profit share* 3.0 3.2
Finance Leases 12.7 15.6
31 August 31 August
2015 2014
£m £m
Total non-current borrowings 520.5 545.1
Current
Bank loans 38.6 97.8
Less: deferred finance costs (1.1) (1.5)
Aviva profit share* 1.2 2.4
Finance Leases 0.7 1.0
Total current borrowings 39.4 99.7
Total borrowings 559.9 644.8
* As part of the terms of the Aviva debt restructure in 2013, Aviva have retained the right to participate in 50% of the income and capital growth
generated by Grand Arcade Wigan (after all costs, expenses and interest). This profit share is deemed to be a financial liability since it varies in
relation to a non-financial variable specific to a party to the contract. It has been recognised initially at fair value and thereafter will be carried at
amortised cost.
a) Loans
All of the Group’s loans and borrowings are secured over investment property and are measured at amortised cost.
Exposure to credit, interest rate and currency risks arises in the normal course of the Group's business. Derivative financial
instruments are used to reduce exposure to fluctuations in interest rates. Refer to Note 29 for further details.
31 August 2015 31 August 2014
Carrying Nominal Carrying Nominal
Value Value Value Value
£m £m £m £m
Non-current liabilities
Bank loans 506.6 527.5 528.2 551.9
Less: deferred finance costs (1.8) (1.8) (1.9) (1.9)
Total non-current loan borrowings 504.8 525.7 526.3 550.0
The maturity of non-current loan borrowings is as follows:
Between one year and five years 228.2 238.8 99.7 111.0
More than five years 278.4 288.7 428.5 440.9
506.6 527.5 528.2 551.9
Current liabilities
Bank loans 38.6 40.8 97.8 100.6
Less: deferred finance costs (1.1) (1.1) (1.5) (1.5)
Total current loan borrowings 37.5 39.7 96.3 99.1
Loan borrowings 542.3 565.4 622.6 649.1
Certain borrowing agreements contain financial and other covenants that, if contravened, could alter the repayment profile.
b) Finance Leases
Obligations under Finance Leases at the reporting dates are as follows:
31 August 31 August
2015 2014
£m £m
Gross Finance Lease liabilities repayable:
Not later than one year 0.8 0.8
Later than one year not later than five years 3.0 3.5
Later than five years 90.7 95.6
94.5 99.9
Less: finance charges allocated to future periods (81.1) (83.3)
Present value of minimum lease payments 13.4 16.6
31 August 31 August
2015 2014
£m £m
Present value of Finance Lease liabilities repayable:
Not later than one year 0.8 0.8
Later than one year not later than five years 2.4 3.0
Later than five years 10.2 12.8
Present value of minimum lease payments 13.4 16.6
Finance Lease liabilities are in respect of leasehold interests in investment and development property. They are effectively secured
obligations, as the rights to the leased asset revert to the lessor in the event of default.
29. DERIVATIVE FINANCIAL INSTRUMENTS
The Group enters into interest rate swaps and interest rate cap agreements to manage the risks arising from the Group’s
operations and its sources of finance.
Interest rate swaps and caps are employed by the Group to manage the interest rate profile of financial liabilities. In accordance
with the terms of borrowing arrangements, the Group has entered into interest rate swap agreements to convert borrowings from
floating to fixed interest rates thus eliminating potential future exposure to interest rate fluctuations. Likewise, interest rate caps are
used to protect the Group and limit the exposure to any significant increases in the current low interest rates in the market.
It is the Group’s policy that no economic trading in derivatives is undertaken.
31 August 31 August
2015 2014
£m £m
Derivative Assets
Non-current
Interest rate swap assets - 0.2
Interest rate cap asset 1.8 2.2
Derivative financial instruments 1.8 2.4
Derivative Liabilities
Non-current
Interest rate swap liabilities (3.4) (2.2)
Derivative financial instruments (3.4) (2.2)
-
Derivative Liabilities
Current
Interest rate swap liabilities (0.9) (3.1)
(0.9) (3.1)
The Group’s interest rate cap asset is held at a rate of 3% and matures in November 2021. Interest rate swap liabilities have been
secured with maturities from November 2015 until February 2020, at a range of rates from 0.7% - 3.3%.
30. TRADE AND OTHER PAYABLES
31 August 31 August
2015 2014
£m £m
Rent received in advance 3.1 3.4
Trade creditors 2.8 2.5
Amounts payable to related parties (Note 33) 0.4 0.7
Accrued interest 2.0 1.8
Taxes payable 9.8 4.6
Other payables 5.5 9.8
Trade and other payables 23.6 22.8
31. SHARE CAPITAL AND SHARE PREMIUM
AUTHORISED
Ordinary shares of 8 pence each (31 August 2014: 8 pence each)
Authorised Share
Number of Capital
Shares £m
- At 31 August 2014 1,800,000,000 144.0
- At 31 August 2015 1,800,000,000 144.0
ISSUED, CALLED UP AND FULLY PAID
Share Capital Share Premium
Number of Shares £m £m
- At 31 August 2013 967,963,757 77.4 188.7
Shares for cash, consideration for acquisitions and to settle
incentive fee 302,809,651 24.3 114.0
Scrip dividends 25,323,941 2.0 11.8
- At 31 August 2014 1,296,097,349 103.7 314.5
Scrip dividend – December 2014 23,811,486 1.9 9.8
Scrip dividend – June 2015 23,008,358 1.8 11.2
Share Placement 131,414,138 10.5 59.5
- At 31 August 2015 1,474,331,331 117.9 395.0
SHARE CAPITAL AND SHARE PREMIUM
In October 2014 the Company declared a second interim dividend of 1.70p per share in respect of the six months ended 31 August
2014 and offered shareholders an election to receive either a scrip dividend by way of an issue of new Redefine International
shares credited as fully paid up or a cash dividend. The Company received election forms from shareholders holding 748.7 million
ordinary shares of 8p each representing a 58% take up by shareholders, for which 23.8 million scrip dividend shares were issued.
In March 2015, the Company completed a placing of 131.4 million new ordinary shares of 8p each for an aggregate nominal value
of £10.5 million. The placing generated proceeds of £70.0 million (net of costs).
In April 2015, the Company declared an interim dividend of 1.60p per share in respect of the six months ended 28 February 2015
and again offered shareholders an election to receive either a scrip dividend by way of an issue of new Redefine International
shares credited as fully paid up or a cash dividend. The Company received election forms from shareholders holding 866.4 million
ordinary shares of 8p each representing a 60% take up by shareholders, for which 23.0 million scrip dividend shares were issued.
32. RESERVES
REVERSE ACQUISITION RESERVE
The reverse acquisition reserve of £134.3 million arose on the reverse acquisition of Wichford PLC (subsequently renamed
Redefine International P.L.C.) by RIHL and comprises the difference between the capital structure of the Company and RIHL.
OTHER RESERVES
Share-Based Payment Reserve
The share-based payment reserve at 31 August 2015 of £1.0 million (31 August 2014: £0.5 million) arises from conditional awards
of shares in the Company made to certain Executive Directors. The awards will vest on the third anniversary of grant, subject to
market based performance conditions.
FOREIGN CURRENCY TRANSLATION RESERVE
The foreign currency translation reserve represents exchange differences arising from the translation of the net investment in
foreign operations.
33. RELATED PARTY TRANSACTIONS
Related parties of the Group include associate undertakings and joint ventures, Directors and key management personnel and
connected parties, the major shareholder Redefine Properties Limited as well as entities connected through common directorships.
31 August 31 August
2015 2014
£m £m
Trading Transactions
Rental income received from RedefineBDL 13.3 11.4
Interest receivable from Redefine Hotel Holdings Limited – Non-Controlling
Shareholder 0.9 0.9
Interest receivable from Leopard Portfolio 1.4 -
Interest receivable from RedefineBDL - 0.1
Interest payable to Coronation Group Investments Limited - (0.4)
31 August 31 August
2015 2014
£m £m
Profit on disposal of assets held for sale – receivable from International Hotel Group
Limited 0.6 -
Fee income from joint ventures 0.8 -
Portfolio management fees charged by Redefine International Property
Management Limited - (0.3)
Portfolio management fees charged by Redefine International Management
Holdings Limited (previously Redefine International Fund Managers) - (0.2)
Portfolio management fees charged by Redefine International Fund Managers
Europe Limited - (0.3)
Amounts Receivable
Redefine Hotel Holdings Limited – Non-Controlling Shareholder 13.3 -
International Hotel Group Limited 5.7 -
RedefineBDL 8.4 4.1
VBG Holdings S.a.r.l. 0.7 -
Leopard Portfolio – Shareholder Loan 33.6 -
Leopard Portfolio – Trading Loan 0.8 -
Pearl House Swansea Limited - 0.5
Swansea Estates Limited - 0.1
Amounts Payable
26 The Esplanade No 1 Limited 0.2 -
RI Menora German Holdings S.a.r.l. 0.2 -
VBG Holdings S.a.r.l. - 0.7
Share Transactions
Redefine Properties Limited 21.3 -
DIRECTORS
The remuneration paid to Non-Executive Directors for the year ended 31 August 2015 was £0.3 million which represents Director’s
Fees only (31 August 2014: £0.3 million).
The remuneration paid to Executive Directors for the year ended 31 August 2015 was £1.7 million, representing salaries, benefits
and bonuses (31 August 2014: £1.3 million). 3.4 million contingent share awards were issued to Executive Directors during the year
(31 August 2014: 4.0 million). The share-based payment charge associated with the contingent share awards was £0.5 million (31
August 2014: £0.5 million). Executive Directors represent key management personnel.
34. EARNINGS PER SHARE AND HEADLINE EARNINGS PER SHARE
Earnings per share is calculated on the weighted average number of shares in issue and the profit attributable to shareholders.
31 August 31 August
2015 2014
£m £m
Profit attributable to equity holders of the Parent 70.6 95.2
Number of ordinary shares
- in issue 1,474.3 1,296.1
- Weighted average 1,383.3 1,192.3
- Diluted weighted average 1,384.9 1,192.3
Earnings per share (pence)
- Basic 5.1p 8.0p
- Diluted 5.1p 8.0p
Profit attributable to equity holders of the Parent 70.6 95.2
Group Adjustments:
Net fair value gain on investment property and assets held for sale (29.6) (49.8)
Write down and amortisation of intangibles - 25.8
31 August 31 August
2015 2014
£m £m
Capital gains tax on disposal 3.2 1.7
Fair value loss on investment in Cromwell 17.6 5.9
Fair value movement of derivative financial instruments (0.8) 1.0
Deferred tax adjustments 2.2 (4.2)
Joint Venture Adjustments:
Net fair value gain on investment property and assets held for sale (4.0) (0.2)
Fair value movement of derivative financial instruments (0.1) 0.8
Net derivative termination costs 1.1 -
Non-Controlling Interest Adjustments:
Net fair value gain on investment property and assets held for sale 4.0 6.0
Fair value movement of derivative financial instruments 0.2 (0.3)
EPRA adjusted Earnings 64.4 81.9*
EPRA adjusted Earnings per share (pence) 4.7p 6.9p*
EPRA adjusted Earnings 64.4 81.9*
Straight-lining of reverse premiums and other 5.9 (1.1)
Amortisation of debt issue costs 1.5 2.7
Cromwell dividends to date of disposal 1.3 -
Net Mezzanine Capital interest - 1.3
Gain on extinguishment / acquisition of debt (29.8) (44.9)
Delta and Gamma non-distributable earnings (0.4) 1.2
Hague non-distributable earnings (0.9) -
Other non-distributable equity accounted profits and losses 3.5 (0.2)
Non-Controlling Interest on above (1.1) (1.8)
Underlying Distributable Earnings 44.4 39.1
Underlying Distributable Earnings per share (pence) 3.2p 3.3p
Dividend per share (pence) 3.25p 3.20p
First interim dividend per share (pence) 1.60p 1.50p
Second interim dividend per share (pence) 1.65p 1.70p
* The 2014 figures have been restated to remove the gain arising on extinguishment of debt and other items in-line with EPRA Reporting, Best
Practice Recommendations (December 2014).
Headline earnings per share is calculated in accordance with Circular 2/2013 issued by the South African Institute of Chartered
Accountants (SAICA), a requirement of the Group’s JSE listing. This measure is not a requirement of IFRS.
31 August 31 August
2015 2014
£m £m
Profit attributable to equity holders of the Parent 70.6 95.2
Adjustments:
Gain on bargain purchase of subsidiary (0.2) -
Loss on disposal of subsidiaries 0.3 -
Gain on disposal of assets held for sale (0.6) -
(28.1) (44.1)
Net fair value gain on investment property (29.6) (49.8)
Deferred taxation 1.5 (0.1)
Effect of non-controlling interest on above 4.0 6.0
Net fair value losses in joint ventures (4.0) (0.2)
Gain on disposal of joint venture (0.6) -
31 August 31 August
2015 2014
£m £m
Impairment of goodwill - 2.0
Write down and amortisation of intangible assets - 23.0
Reversal of impairments - (1.9)
Headline Earnings attributable to equity holders of the Parent 41.4 74.2*
Headline earnings per share (pence)
- Basic 3.0p 6.2p*
- Diluted 3.0p 6.2p*
* The 2014 figures have been restated to calculate Headline Earnings, not adjusting for any gain arising on extinguishment of debt or debt
restructure.
35. NET ASSET VALUE PER SHARE
31 August 31 August
2015 2014
£m £m
Net assets attributable to equity holders of the Parent 598.0 481.1
Number of ordinary shares 1,474.3 1,296.1
Diluted number of shares 1,475.9 1,296.1
Net asset value per share (pence):
- Basic 40.6p 37.1p
- Diluted 40.5p 37.1p
Net assets attributable to equity holders of the Parent 598.0 481.1
Group Adjustments:
Fair value of derivative financial instruments 4.3 5.3
Deferred tax adjustments 2.2 0.7
Joint Venture Adjustments:
Fair value of derivative financial instruments 0.2 0.9
Deferred tax adjustments 0.2 0.3
EPRA adjusted NAV 604.9 488.3
EPRA adjusted, diluted NAV per share (pence) 41.0p 37.7p
Group Adjustments:
Fair value of derivative financial instruments (4.3) (5.3)
Deferred tax adjustments (2.2) (0.7)
Joint Venture Adjustments:
Fair value of derivative financial instruments (0.2) (0.9)
Deferred tax adjustments (0.2) (0.3)
EPRA adjusted NNNAV 598.0 481.1
EPRA adjusted, diluted NNNAV per share (pence) 40.5p 37.1p
36. NON – CONTROLLING INTERESTS
The following table summarises the information relating to the Group’s only subsidiary that has a material NCI, Redefine Hotel
Holdings Limited, before any intragroup eliminations.
31 August 31 August
2015 2014
£m £m
NCI % 28.95% 28.95%
Investment property and other non-current assets 223.6 182.9
Current assets 8.3 0.7
Non-current liabilities (109.7) (93.5)
Current liabilities (2.4) (3.7)
Net assets 119.8 86.4
Carrying amount of NCI 34.7 25.0
Revenue 13.3 11.4
Profit 22.1 22.2
Profit attributable to non-controlling interest 6.4 7.2
Net decrease in cash (0.1) 0.2
37. OTHER MOVEMENTS IN NON-CONTROLLING INTERESTS
31 August 2015 31 August 2014
Non- Non-
Retained Controlling Retained Controlling
Earnings Interest Earnings Interest
£m £m £m £m
Financial assets
(1)
Acquisition of NCI - - 0.2 (6.2)
(2)
Decrease in NCI - (0.2) - (0.1)
(3)
Increase in NCI regarding Redefine Hotel Holdings Limited - 3.5 - 16.7
- 3.3 0.2 10.4
Notes:
1 During the year ended 31 August 2014 the Group acquired the RIMH group. At that point 10% of Redefine International Fund Managers Europe
Limited (“RIFME”) was held by non-controlling interests and so on acquisition the NCI was recognised based on their proportionate interest in
the assets and liabilities of RIFME (refer to Note 12). Subsequently the Group acquired the remaining 10% of the issued share capital. This
acquisition was settled by the issue of 444,754 shares of 8 pence each in the share capital of the Company resulting in a loss on the acquisition
of non-controlling interests of £0.2 million.
The Company through its 71% held subsidiary Redefine Hotel Holdings Limited acquired the remaining 40% of the issued shares in BNRI Earls
Court Limited ("BNRI") for a purchase consideration of £6.3 million. This resulted in a gain on the acquisition of non-controlling interests of £0.2
million.
2 The decrease in non-controlling interests relates to the repayment of certain shareholder loans by Ciref Europe Limited.
3 The increase in non-controlling interests in Redefine Hotel Holdings Limited arose as a result of the capitalisation of certain loans given to that
company by the non-controlling shareholders and the issue of additional shares in the entity to them. This was met in equal proportion by the
controlling shareholders.
38. CASH FLOW FROM OPERATIONS
31 August 2015 31 August 2014
Note £m £m
Cash flows from operating activities
Profit before taxation 84.0 101.9
Adjustments for:
Straight lining of rental income 0.1 1.0
Investment income 5 (7.5) (10.1)
Depreciation 0.1 -
Impairment of goodwill 9 - 2.0
Gain on extinguishment / acquisition of debt 10 (29.8) (44.9)
Net loss / (gain) from financial assets and liabilities 11 16.9 (0.8)
Gain on bargain purchase of subsidiary 12 (0.2) -
Loss on disposal of subsidiaries 13 0.3 -
Equity accounted profit 14 (6.1) (3.9)
Net fair value gain on investment property and assets held for sale 18,27 (29.6) (49.8)
Gain on disposal of joint venture 21 (0.6) -
Impairment of loans to joint ventures 21 3.8 -
Write down and amortisation of intangible asset 23 0.2 23.0
Gain on disposal of assets held for sale 27 (0.6) -
Interest income 15 (2.8) (8.0)
Interest expense 16 30.3 42.3
Foreign exchange gain (2.5) (0.6)
Share-based payments - PSP 0.5 0.5
Cash generated by operations 56.5 52.6
Changes in working capital (2.2) (1.0)
Cash flow from operations 54.3 51.6
39. CONTINGENCIES, GUARANTEES AND CAPITAL COMMITMENTS
At 31 August 2015, the Group was contractually committed to £13.7 million (31 August 2014: £8.5 million) of future expenditure
towards the development and enhancement of investment property.
Further consideration, being a share in the potential uplift in property values following redevelopment, may be payable in respect of
the CMC acquisition specifically the acquisition of the Ingolstadt and Hamburg properties. This is payable within three years of the
completion date if certain conditions are met. Based on the facts as at 31 August 2015 the outflow of economic benefits is not
probable and so no provision has been made for any potential future outflow.
As part of the Aviva debt restructure in 2013, Aviva have the right to a maximum of 50% of any future sale proceeds, generated by
a sale of the Grand Arcade Wigan, in excess of the outstanding balance of the related debt at the date of valuation. Aviva also have
an option to participate in the capital appreciation of the property once the market value exceeds £90.0 million, which they have not
exercised. At the balance sheet date, a maximum contingent liability of £14.6 million would arise as a result of these rights.
40. SUBSEQUENT EVENTS
On 7 September 2015 the Group, through its wholly owned subsidiary Redefine AUK Holdings Limited, exchanged contracts to
acquire the AUK Portfolio of 20 investment properties for £490 million, excluding transaction costs. Due to the nature and size of
the transaction shareholder approval was sought and was received at an Extraordinary General Meeting on 25 September 2015.
The acquisition is planned to complete in three phases, the first consisting of one property valued at £52.5 million (which did not
require shareholder approval) completed on 7 September 2015. The second consisting of nine properties with a combined value of
£203.5 million completed on 2 October 2015. The final phase, comprising ten properties with a combined value of £233.7 million is
due to complete in March 2016.
The portfolio consists primarily of offices and retail parks and all properties are located in the United Kingdom.
A new £303.0 million facility was secured with a syndicate of four UK banks and initially drawn down to £155.0 million on 2 October
2015.
On 14 October 2015, the Company acquired, by way of private placement, 3.8 million shares in a newly listed entity, International
Hotel Group Limited for £3.8 million. On the date of listing this represented 25.35% of the entity’s issued share capital.
41. DIVIDENDS
During the year ended 31 August 2015, the second interim dividend of 1.7 pence per share for the year ended 31 August 2014 was
distributed, as well as the interim dividend of 1.6 pence per share for the period ended 28 February 2015. The 2015 interim
dividend was settled partly in cash and partly through the issue of scrip dividends.
The Directors have declared a second interim dividend in respect of the year ended 31 August 2015 of 1.65 pence per share.
Payment will be made on 4 December 2015 to shareholders on the register at 20 November 2015. A scrip alternative will again be
offered.
42. APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved by the Board on 28 October 2015.
Glossary
Adjusted NAV EPRA NAV adjusted for the result of any non-recourse negative equity positions
AGM The Annual General Meeting of the Company
Aviva Aviva Commercial Finance Limited
Board The Board of Directors of Redefine International
Cromwell Cromwell Property Group is an Australian Securities Exchange listed stapled security
(ASX:CMW) comprising the Cromwell Corporation Limited and Cromwell Property Securities
Limited, which acts as the responsible entity of the Cromwell Diversified Property Trust.
www.cromwell.com.au.
EPRA European Public Real Estate Association
EPRA NAV European Public Real Estate Association Net Asset Value
EPRA NNNAV European Public Real Estate Association Triple Net Asset Value
ERV The estimated market rental value of lettable space which could reasonably be expected to be
obtained on a new letting or rent review.
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.
FCTR Foreign Currency Translation Reserve
Finance Lease A lease that transfers substantially all the risks and rewards of ownership from the lessor to the
lessee.
Grand Arcade Grand Arcade Shopping Centre in Wigan, UK
IFRS International Financial Reporting Standards
IHGL International Hotel Group Limited
JSE JSE Limited, licensed as an exchange and a public company incorporated in terms of the laws
of South Africa and the operator of the Johannesburg Stock Exchange.
Like-for-like property Property which has been held at both the current and previous balance sheet date and used to
illustrate change in comparable capital values.
LSE The London Stock Exchange plc.
LTV Loan to value. A ratio of debt divided by the market value of investment property.
NAV Net Asset Value
Net Debt Total borrowings less cash and cash equivalents
PSP Long-term Performance Share Plan awarded to the Executive Directors
RECML Redefine Earls Court Management Limited
RedefineBDL Redefine BDL Hotel Group Limited, the holding company for the Hotel Management Group.
Redefine International, the Redefine International P.L.C., the enlarged company following the reverse acquisition between
Company or the Group Wichford and Redefine International plc.
Redefine Properties Limited or Listed on the JSE, 30.03% shareholder of the Company
Redefine Properties
Revpar Revenue per available room (calculated by multiplying the hotel’s average daily room rate by
its occupancy rate)
RHML Redefine Hotel Management Limited
RICS Royal Institute of Chartered Surveyors
RIHL Redefine International Holdings Limited. The previously AIM listed property investment
company party to the reverse acquisition.
RIMH Redefine International Management Holdings Limited
RIPML Redefine International Property Management Limited
UK-REIT A UK Real Estate Investment Trust. A REIT must be a publicly quoted company with at least
three-quarters of its profits and assets derived from a qualifying property rental business.
Income and capital gains from the property rental business are exempt from tax but the REIT is
required to distribute at least 90% of those profits to shareholders. Corporation tax is payable
on non-qualifying activities in the normal way.
Underlying Distributable Profit available for distribution after removing unrealised profits, losses and certain exceptional
Earnings items, representing the underlying performance of the business.
WAULT Weighted average unexpired lease term
Date: 28/10/2015 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.