Wrap Text
Audited Results for the year ended 31 December 2015
INTU PROPERTIES PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: ITU
26 FEBRUARY 2016
INTU PROPERTIES PLC
AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2015
David Fischel, Chief Executive of intu properties plc, commented:
"We are pleased to report a strong set of results for 2015 with a 7 per cent increase in underlying
earnings per share and a 4 per cent revaluation surplus taking investment properties to GBP9.6 billion.
Particularly encouraging was the return to like-for-like growth in net rental income, the result of quality
lettings in aggregate 10 per cent ahead of previous passing rent, improved occupancy at 96 per cent and
benefits from our investment programme with projects successfully concluded in 2015 in Nottingham,
Newcastle and Stoke-on-Trent.
As economic recovery spreads out from London and the south east to the regions, consumer confidence
is positive, driving improved retailer demand for space in our centres at a time when new supply of quality
retail space is very limited. Investor interest for prime regional shopping centres remains keen.
These factors provide a favourable background for our development programme as we look to introduce
the next level of leisure concepts. We expect to undertake around GBP600 million of mixed retail and leisure
projects in the next three years in the UK, in particular the intu Watford extension, and commence our
major Spanish shopping resort development, intu Costa del Sol.
Our top shopping destinations help deliver high footfall and long dwell times for our retailers and
restaurateurs. We attract some 400 million shopper visits a year and focus on delivering a great customer
experience. We are continuing to make the intu brand really count through digital initiatives, including our
transactional website, and multichannel promotional events, reflected in very positive customer feedback
via our Tell intu programme.
While financial markets are volatile, the improved economic environment and tenant demand, together
with the returns we are achieving from our investment in development, active management, technology
and branding mean we are well positioned to achieve further organic growth in 2016".
Enquiries:
intu properties plc
David Fischel Chief Executive +44 (0)20 7960 1207
Matthew Roberts Chief Financial Officer +44 (0)20 7960 1353
Adrian Croft Head of Investor Relations +44 (0)20 7960 1212
Public Relations
UK: Justin Griffiths, Powerscourt +44 (0)20 7250 1446
SA: Frédéric Cornet, Instinctif Partners +27 (0)11 447 3030
A presentation to analysts and investors will take place at UBS, 100 Liverpool Street, London EC2 at 9.30GMT on 26 February
2016. The presentation will also be available to international analysts and investors through a live audio call and webcast.
The presentation will be available on the Group's website intugroup.co.uk.
A copy of this announcement is available for download from our website intugroup.co.uk.
NOTES TO EDITORS
intu is the UK's leading owner, manager and developer of prime regional shopping centres with a growing presence in Spain.
We are passionate about creating uniquely compelling experiences, in centre and online, that attract customers, delivering
enhanced footfall, dwell time and loyalty. This helps our retailers flourish, driving occupancy and income growth.
A FTSE 100 company, we own many of the UK's largest and most popular retail destinations, including nine of the top
20, with super regional centres such as intu Trafford Centre and intu Lakeside and vibrant city centre locations from Newcastle
to Watford.
We are focused on delivering against four strategic objectives: optimising the performance of our assets to deliver attractive long
term total property returns, delivering our UK development pipeline to add value to our portfolio, leveraging the strength of
our brand and seizing the opportunity in Spain to create a business of scale.
We are committed to our local communities, our centres support over 120,000 jobs representing about 4% of the total UK retail
workforce, and to operating with environmental responsibility.
Our success creates value for our retailers, investors and the communities we serve.
This press release contains "forward-looking statements" regarding the belief or current expectations of intu properties plc, its Directors and other
members of its senior management about intu properties plc's businesses, financial performance and results of operations. These forward-
looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and
unknown risks, uncertainties and other factors, many of which are outside the control of intu properties plc and are difficult to predict, that may
cause actual results, performance or developments to differ materially from any future results, performance or developments expressed or
implied by the forward-looking statements. These forward-looking statements speak only as at the date of this press release. Except as
required by applicable law, intu properties plc makes no representation or warranty in relation to them and expressly disclaims any obligation to
update or revise any forward-looking statements contained herein to reflect any change in intu properties plc's expectations with regard thereto
or any change in events, conditions or circumstances on which any such statement is based.
Any information contained in this press release on the price at which shares or other securities in intu properties plc have been bought or sold in
the past, or on the yield on such shares or other securities, should not be relied upon as a guide to future performance.
Key financial highlights(1)
Year ended 31 December
2015 2014
Net rental income (GBPm)(2) 428 397
Underlying earnings (GBPm) 187 162
Property revaluation surplus (GBPm)(2) 351 648
Profit for the year (GBPm) 518 600
Underlying EPS (pence) 14.2 13.3
Dividend per share (pence) 13.7 13.7
As at 31 December
2015 2014
Market value of investment properties (GBPm)(2) 9,602 8,963
Net external debt (GBPm)(2) 4,139 3,963
NAV per share (diluted, adjusted) (pence) 404 379
Debt to assets ratio (per cent)(2) 43.1(3) 44.2
(1) Please refer to glossary for definition of terms.
(2) Including Group's share of joint ventures.
(3) Pro forma of 41.0 per cent after cash realised from disposal of Equity One investment in January 2016.
Our results for the year show growth in net rental income, underlying earnings, property valuation and net asset value:
- net rental income increased by 8 per cent, due to a return to like-for-like growth of 1.8 per cent and the full-year impact
of acquisitions
- property revaluation surplus of GBP351 million represents a like-for-like increase in capital values of 4.0 per cent in the
year, outperforming the IPD monthly retail index which increased by 2.8 per cent
- profit for the year of GBP518 million included GBP351 million property revaluation surplus (2014: GBP600 million included GBP648
million property revaluation surplus)
- underlying earnings per share increased by 7 per cent to 14.2 pence (2014: 13.3 pence)
- net asset value per share (diluted, adjusted) increased to 404 pence, an increase of 25 pence, delivering a total
financial return in the year of 10 per cent including dividend
- debt to assets ratio improved to 43.1 per cent and on a pro forma basis to 41.0 per cent, after the disposal of the Equity
One investment in January 2016
- cash and available facilities of GBP588 million at 31 December 2015 with a further GBP202 million received from the disposal
of Equity One shares in January 2016
Presentation of information
Amounts are presented including the Group's share of joint ventures. See financial review for details.
KEY HIGHLIGHTS OF 2015
Optimising asset performance
Our focus is to deliver attractive long-term total property returns from strong, stable income streams and capital appreciation
- increased like-for-like net rental income by 1.8 per cent in the year, a return to growth, reflecting the benefits of active
asset management over the last few years
- signed 261 long-term leases for GBP46 million new annual rent at an average 10 per cent above previous passing rent
- increased occupancy to 96 per cent from strong levels of new lettings (December 2014: 95 per cent)
- increased retailer sales by 2 per cent and footfall remained robust across the portfolio
UK development momentum
By extending and enhancing our existing locations we aim to deliver superior returns
- completed the GBP42 million mall refreshment and restaurant quarter at intu Victoria Centre and the GBP19 million leisure
extension at intu Potteries, generating a combined GBP3.6 million of new annual rent
- on site with three restaurant projects costing GBP30 million (intu share) at intu Eldon Square (20 units), intu Metrocentre
(11 units) and intu Bromley (five units). All are due to complete in 2016 and are substantially let
- on site with the GBP178 million leisure and retail extension of intu Watford anchored by Cineworld and Debenhams
- due to commence redevelopment of intu Broadmarsh and the leisure extension at intu Lakeside in 2016
Making the brand count
We aim to leverage the strength of our brand to create compelling experiences that deliver results
- over 24 million website visits in 2015, a year-on-year increase of over 30 per cent
- delivered strong metrics on marketing campaigns from an active marketing database of over two million subscribers
- continued improvement in net promoter score, up 20 per cent year-on-year, and driving dwell times
- delivered nationwide, immersive multichannel events with global brands, such as Mastercard and 20th Century Fox
Seizing the growth opportunity in Spain
Our Spanish strategy is to create a business of national scale through acquisitions and development projects
- completed the EUR451 million acquisition of Puerto Venecia, Zaragoza and brought in CPPIB as our 50 per cent joint
venture partner
- introduced the intu brand to Spain, rebranding Parque Principado, Oviedo, as intu Asturias
- delivered positive operating metrics from these two top-10 centres with footfall and sales up 3 per cent and 10 per cent
respectively, both outperforming the Spanish benchmarks
- exercised option to take ownership of development site and furthered tenant demand for the planned shopping resort
development, intu Costa del Sol, near Málaga. We anticipate being on site before the end of 2016
STRATEGIC REVIEW
OPERATING REVIEW
Our operating review analyses how we have performed in the year and sets out our strategy.
Optimising asset performance
We focus on creating vibrant environments where shoppers want to be and retailers need to be. This increases the value of our
centres and provides strong, stable income streams and positive operating metrics. These elements ensure we deliver attractive
long-term total property returns.
Valuation
The valuation gain on our investment property, including the Group's share of joint ventures, was GBP350.7 million, up 4.0 per cent
like-for-like in the year. This was significantly ahead of the IPD monthly retail index which reported a 2.8 per cent increase, a
sixth consecutive year of outperformance.
The weighted average nominal equivalent yield at 31 December 2015 was 5.14 per cent, a reduction of 18 basis points in the
year, reflecting our ongoing asset management initiatives and favourable investment market conditions. Based on the gross
portfolio value, the net initial yield 'topped-up' for the expiry of rent-free periods was 4.52 per cent.
On a like-for-like basis, ERV increased by 1.5 per cent in the year, outperforming the IPD index which indicated a 0.7 per cent
increase.
Full Second First
year half half
2015 2015 2015
Group(1) revaluation surplus (like-for-like) +4.0% +2.1% +1.9%
IPD(2) capital growth +2.8% +1.6% +1.2%
Group(1) weighted average nominal
equivalent yield 5.14% 5.14% 5.25%
Change in Group nominal equivalent yield -18bp -11bp -7bp
IPD(1) equivalent yield shift -23bp -10bp -13bp
Group(1) 'topped-up' initial yield (EPRA) 4.52% 4.52% 4.55%
Group(1) change in like-for-like ERV +1.5% +1.0% +0.6%
IPD(2) change in rental value index +0.7% +0.6% +0.1%
(1) Including Group's share of joint ventures.
(2) IPD monthly index, retail.
There were three main drivers of the increase in property values across the portfolio in 2015:
- strong new lettings demonstrate improvement in the occupier market with rental values increasing across most of our
centres
- investment in improvements and reconfigurations at centres have driven above-average increases in rental values. In
particular this can be seen at intu Eldon Square, intu Victoria Centre and intu Potteries where our investment
programme has not only added new rental income but also in each case proved highly beneficial in attracting new
tenants to the existing centre
- enhancements to the overall market positioning of centres through developments and improved tenant mix along with
continued investor demand for top destination centres has led to the 18 basis point yield compression
The table below shows the main components of the GBP350.7 million revaluation surplus:
Market value
31 December 31 December Like-for-like
2015 2014 Surplus surplus
GBPm GBPm GBPm %
intu Trafford Centre 2,305.0 2,200.0 102.8 5
intu Lakeside 1,334.0 1,255.0 73.1 6
St David's, Cardiff 368.6 308.0 61.4 21
intu Victoria Centre 356.0 314.0 31.5 10
intu Derby 447.0 420.0 23.1 5
intu Eldon Square 299.7 272.6 20.3 8
intu Braehead 585.5 599.3 (15.6) (3)
intu Asturias 89.1 82.2 10.0 13
Other including non like-for-like 3,817.5 3,512.3 44.1
Investment and development property
including Group share of joint ventures 9,602.4 8,963.4 350.7 4
- intu Trafford Centre: new lettings have increased rental values and provided evidence for future growth
- intu Lakeside: strengthening of the tenant mix and the upgraded dining offer has had a favourable impact on the
attractiveness of this centre and demand from tenants
- St David's, Cardiff: improved tenant mix has seen the centre achieve super prime status as it becomes ever more
established in its market. Rental uplifts from new lettings and the first series of rent reviews have further driven an
exceptionally strong performance
- intu Victoria Centre: the benefits of the mall refreshment work can now be seen through competitive letting activity
driving Zone A rents from GBP230 per sq ft to GBP250 per sq ft
- intu Derby: increased demand for space has moved rental values forward. In our first 18 months of ownership, the value
of this centre has increased by over 13 per cent
- intu Eldon Square: the substantial programme of investment we have undertaken has provided an enhanced
environment with key new lettings improving rental tone and heightened tenant demand
- intu Braehead: the less buoyant occupier and investment market in Scotland has resulted in a reduction in value of the
centre
- intu Asturias: our proactive asset management both in terms of tenant mix and developments has seen a continuation
in the strong growth of the centre, a third year of increased values and a total increase of 36 per cent since acquisition
Operating metrics
2015 2014
Occupancy 96% 95%
– of which, occupied by tenants trading in administration 1% 1%
Like-for-like change in net rental income +1.8% –3.2%
Leasing activity – number, new rent 261, GBP46m 210, GBP34m
– new rent relative to previous passing rent +10% +5%
Footfall +0.3% +0.1%
Retailer sales (like-for-like centres) +2.1% +2.5%
Rent to estimated sales (exc. anchors and major space users) 12.5% 12.5%
Customer metrics
2015
Estimated dwell time (super-regional centres) 2 hrs 7 mins
Annual customer visits 400m
Average customer visits per centre 21m
Net promoter score 74
Estimated retailer sales GBP5.6bn
Occupancy is 96 per cent, an increase of 1 per cent on December 2014 due to proactive asset management and improved
tenant demand. The 4 per cent vacancy rate outperforms the PMA's unit vacancy measure for 'big shopping centres' of 10 per
cent.
Like-for-like net rental income was up 1.8 per cent against 2014 due to the better rental values from strong retailer demand,
improved occupancy, fewer tenants going into administration and development units coming back on stream, in particular in the
second half of the year.
Chart 1 - Change in like-for-like net rental income 2001-2015
[GRAPHIC REMOVED - PLEASE SEE PAGE 7 OF FULL ANNOUNCEMENT WHICH CAN BE FOUND AT
INTUGROUP.CO.UK]
We agreed 261 new long-term leases in the year, amounting to GBP46 million new annual rent, at an average of 10 per cent above
previous passing rent (like-for-like units) and in line with valuers' assumptions. Significant activity in the year includes:
- continued strong demand from catering operators, with 63 new lettings across the portfolio. Restaurant brands opening
at multiple centres in the year included Byron, YO! Sushi, Thaikhun and Barburrito. We also saw new brands expanding
into shopping centres, for example Red Dog Saloon opened its first restaurant outside central London at intu Lakeside
- retailers using intu's scale to assist them in getting national coverage, with Kiko and Smiggle signing leases for 10 units
each, taking their UK portfolios to 25 and 42 stores respectively
- intu Eldon Square where we saw a total of 25 new lettings in response to the refreshed malls (16 retail lettings) and
catering redevelopment (nine restaurant lettings). Occupancy now stands at 99 per cent
- intu Lakeside where tenant mix improvements and several lease renewals resulted in 26 lettings, including Kurt Geiger
and Victoria's Secret
- 350 shops opened or refitted in our centres in 2015, 11 per cent of our 3,300 units. Tenants have invested
approximately GBP105 million in these stores, a significant demonstration of their commitment to our centres
We settled 147 rent reviews in the year for new rents totalling GBP38 million, an average uplift of 8 per cent on the previous rents.
Footfall outperformed the Experian measure of UK national retail footfall by 170 basis points with our customer-focused events
programme and world class customer service delivering the outperformance.
Estimated retailer sales in our centres were up 2.1 per cent in 2015 against the same period in 2014, continuing the trend we
saw in 2014 and in line with the British Retail Consortium trends. The ratio of rents to estimated sales for standard units
remained stable in the year at 12.5 per cent. This ratio has reduced from 14.6 per cent four years ago but, given the current
increased market demand and low vacancy, we see good prospects of the ratio reverting to higher levels from growing rents.
The difference between annual property income (see glossary) of GBP449 million and ERV of GBP531 million represents GBP40 million
from vacant units and reversion of GBP42 million from rent reviews and lease expiry. Of the GBP42 million, GBP8 million relates to
reversions only realisable on expiry of leases with over 10 years remaining (for example anchor units), leaving GBP34 million, 7 per
cent, from other lease expiries and rent reviews.
The weighted average unexpired lease term is 7.9 years (31 December 2014: 7.4 years).
UK development momentum
We are advanced in our planning for near-term developments in the UK, and expect to spend GBP578 million over the next three years.
These will deliver value-enhancing returns which, along with a further GBP1.1 billion of opportunities over the next 10 years, provide a
robust platform for organic growth.
In 2015 we invested GBP78 million on active asset management projects, including:
- at intu Victoria Centre we completed the GBP42 million project adding new restaurants, which opened in time for Christmas,
remodelled several units at the northern end of the scheme and fully refurbished the interiors. The incremental rent on
reconfigured units was GBP2.4 million, with the impact of the refurbished malls and improved tenant demand increasing Zone A
rents in other parts of the centre. New retailers in the year include Kiko, Tiger, Swatch and Smiggle
- at intu Potteries we opened the GBP19 million fully-let leisure extension. The stand-alone project added GBP1.2 million of new rent
and we are already seeing increased demand in the centre with H&M signing a lease to open its first store in the city and JD
Sports and Pandora upsizing their existing units
Near-term pipeline
Our UK development pipeline over the next three years amounts to GBP578 million.
Cost to completion
GBPm Total 2016 2017 2018
Committed 45 45 – –
Active asset management pipeline 185 60 63 62
Major extensions and redevelopments 348 60 160 128
Total UK 578 165 223 190
intu Costa del Sol(*) 172 22 40 110
Total 750 187 263 300
(*) Assumes 50 per cent joint venture partner.
We have GBP230 million of active asset management projects either committed or planned:
- committed capital expenditure of GBP45 million includes intu Metrocentre, intu Bromley and intu Eldon Square where we are
nearing completion of three catering developments adding 36 new restaurants and costing around GBP30 million in total (intu
share). We anticipate that all three schemes will open fully let by summer 2016 and deliver returns, on average, of around 8
per cent
- we have GBP185 million of active asset management projects with every centre having proposed projects, including right sizing
tenants at intu Merry Hill and a catering development at Manchester Arndale
We have progressed the next wave of major extensions and redevelopments and expect to invest an estimated GBP348 million:
- at intu Watford we have commenced site clearance for the GBP178 million extension. Pre-lets stand at over 50 per cent with
Cineworld and Debenhams anchoring the leisure-led extension. This project is expected to deliver a return on costs of 6-7
per cent, including 1-2 per cent generated through the existing centre
- we are finalising pre-lets before commencing the GBP75 million (intu share) redevelopment of intu Broadmarsh and GBP95 million
leisure extension at intu Lakeside
Future opportunities
Beyond 2018, we have a GBP1.1 billion pipeline of opportunities across several centres with major extensions planned at intu Lakeside,
intu Victoria Centre, Cribbs Causeway and intu Braehead, and an upgrade and remodelling of intu Milton Keynes. The first two projects
have planning approvals and we are in the planning process on the latter three. We will bring these projects forward in line with tenant
demand.
For active asset management projects we expect to generate a stabilised initial yield of 6 to 10 per cent and around 7 per cent on major
projects. Where no significant additional space is created we assess project returns in the context of an internal rate of return based on
the anticipated impact on overall centre performance.
Funding
We will fund our near-term pipeline from cash and available facilities and from recycling capital to deliver superior returns. On a pro
forma basis, including the GBP202 million realised from the disposal of our investment in Equity One in January 2016, cash and available
facilities would have been GBP790 million. Further recycling potential lies in the introduction of partners into some of our centres.
In addition, to fund the future opportunities we expect to raise finance on near-term projects as they complete.
Making the brand count
Over the last three years we have created a national brand that our shoppers and retailers know and understand. By combining our
scale, expertise and insight to create compelling experiences we are seeing the benefit of the brand grow year-on-year.
Digital connectivity
Wifi registrations at our centres have continued to grow steadily to over 2.5 million individuals. We are still seeing approximately 60 per
cent of registrants opt in to marketing communications and offers which, along with sign ups through other channels, has increased our
active marketing database to over two million individuals. Our targeted marketing campaigns are achieving well above the industry
standards for email performance, including open and click-through rates.
Traffic to intu.co.uk continues to grow with over 24 million website visits in the last 12 months, an increase of over 30 per cent on the
previous year. We now have more than 350 affiliate retailers trading on our transactional website, giving customers access to the
majority of our retailers online and in centre and our retailers an additional sales channel.
The power of our digital offering is producing increased sales through intu.co.uk and demand from retailers for email marketing
campaigns using the intu platform.
In September 2015 we previewed our new app before its national launch in early 2016. The app provides in centre blue dot Apple
wayfinding, personalised special offers and centre information in one easy-to-use service. It was developed by our in-house digital
innovation team, working with Apple to map all intu centres, and takes advantage of our own high-quality wifi infrastructure which allows
accurate location-based services.
Events with a difference
Our national events programme gives customers reasons to come more often and stay longer which in turn provides retailers with
enhanced footfall and sales opportunities. In early summer, our third annual 'Everyone's Invited' festival, focusing heavily on the family
audience, showed net promoter scores increasing by around 25 per cent for the weekend. The start of the new university year saw
128,000 students, an increase of over 20 per cent on the 2014 event, attending the student nights at 16 of our centres.
intu Experiences, our in-house team which delivers immersive brand partnerships, mall commercialisation and advertising, generated
net income exceeding GBP15 million in 2015, around 4 per cent of our rent roll. A greater share of this revenue is now from media and
promotional activity rather than the traditional mall kiosks thereby enhancing the customer experience.
With over half of the UK's population visiting an intu centre at some point through the year in person or online, we are increasingly
working with global brands on a national basis to provide high-quality promotional events, both physically and digitally, to our
customers. We partnered with Mastercard to deliver a multichannel campaign for the Rugby World Cup 2015 and, following the
success of the launch of their film Home at intu centres, 20th Century Fox again teamed up with us to promote the new Snoopy film
over the autumn half term holiday.
World class service
The Tell intu measure of net promoter score continues to improve as we constantly aim to enhance the customer experience in our
centres. Net promoter score for 2015, where we have like-for-like figures, is running at over 20 per cent higher than the same period in
2014.
Seizing the growth opportunity in Spain
Our Spanish strategy is to create a business of scale through the acquisitions to date and our pipeline of development projects.
Concentrating on the top-10 key catchments, we aim to establish a market-leading position in the country through ownership and
management of prime shopping resorts. We have consolidated this position in 2015.
Acquisitions
In January 2015 we completed the EUR451 million acquisition of Puerto Venecia shopping resort in Zaragoza. In September 2015 we
introduced CPPIB as our 50 per cent joint venture partner, extending our partnership, which started with the purchase of intu Asturias,
to cover two of Spain's top-10 shopping centres.
We also exercised the option for the prime development site for a shopping resort near Málaga, now referred to as intu Costa del Sol.
The total cost to date of the land and predevelopment expenditure is EUR60 million.
Operational performance
Our two centres, intu Asturias and Puerto Venecia, Zaragoza, are benefitting from our active asset management approach and the
improving Spanish economy, with footfall and retailer sales up by 3 per cent and 10 per cent respectively.
Occupancy is 100 per cent at intu Asturias and 95 per cent at Puerto Venecia.
We agreed 22 new long-term lettings in the year, amounting to EUR2 million new annual rent, at an average of 12 per cent above previous
passing rent (like-for-like units) and in line with valuers' assumptions. New names to our Spanish centres included Adidas, Levi's, Fnac
and Décimas.
intu's 50 per cent share of Puerto Venecia was valued at EUR225 million at 31 December 2015, in line with the acquisition price. intu's
share of intu Asturias increased by EUR14 million (13 per cent) in the year to EUR121 million, an increase of 36 per cent since acquisition.
Development pipeline
Our development pipeline in Spain consists of the intu Costa del Sol project on the site we acquired in 2015 near Málaga and three
future development opportunities – we have options on sites in Valencia, Vigo and Palma.
Our plan for intu Costa del Sol is a 175,000 sq m shopping resort positioned on the main Costa del Sol highway with access to a
catchment of around three million residents and 10 million tourists annually. Discussions are progressing well with the key retail and
leisure anchors who have shown strong interest in the development.
We continue to develop plans at the three other sites, with the next development, likely to be intu Valencia, following on from intu
Costa del Sol.
Outlook
As discussed in the interview with the Chief Executive, we intend to deliver continued growth in like-for-like net rental income
which we expect to be in the 2 per cent to 3 per cent range for 2016 subject to no material tenant failures. This will offset the
dilution in earnings from the disposals of the Equity One shares and a 50 per cent stake in Puerto Venecia, Zaragoza as we
recycle capital into other developments.
INTERVIEW WITH THE CHIEF EXECUTIVE
David Fischel, Chief Executive, answers questions on intu's results demonstrating how the business expects to benefit further
from rising consumer confidence and strengthening demand from retailers for quality space.
Q: How was 2015 for intu?
We are pleased to report a strong set of results for 2015 with a 7 per cent increase in underlying earnings per share and a 4 per
cent revaluation surplus taking investment properties to GBP9.6 billion. Particularly encouraging was the return to like-for-like growth
in net rental income, the result of quality lettings in aggregate 10 per cent ahead of previous passing rent, improved occupancy
at 96 per cent and benefits from our investment programme with projects successfully concluded in 2015 in Nottingham,
Newcastle and Stoke-on-Trent.
As economic recovery spreads out from London and the south east to the regions, consumer confidence is positive, driving
improved retailer demand for space in our centres at a time when new supply of quality retail space is very limited. Investor
interest for prime regional shopping centres remains keen.
These factors provide a favourable background for our development programme as we look to introduce the next level of leisure
concepts. We expect to undertake around GBP600 million of mixed retail and leisure projects in the next three years in the UK, in
particular the intu Watford extension, and commence our major Spanish shopping resort development, intu Costa del Sol.
Our top shopping destinations help deliver high footfall and long dwell times for our retailers and restaurateurs. We attract some
400 million shopper visits a year and focus on delivering a great customer experience. We are continuing to make the intu brand
really count through digital initiatives, including our transactional website, and multichannel promotional events, reflected in very
positive customer feedback via our Tell intu programme.
While financial markets are volatile, the improved economic environment and tenant demand, together with the returns we are
achieving from our investment in development, active management, technology and branding mean we are well positioned to
achieve further organic growth in 2016.
Q: Can you explain the 'intu difference'?
It is shorthand for what differentiates intu from other retail landlords. It means combining our scale, expertise and insight to
create compelling experiences for our customers that deliver results for our retailers and value for our investors.
In practical terms it is how we bring the five elements of our brand proposition to life - digital connectivity, events with a
difference, world class service, moments of surprise and delight and our commitment to the community.
The whole business is centred around our end customers. We want them to be happier when they leave our centres than when
they walked through the door. Our net promoter scores prove that happy shoppers spend more which means happy retailers. We
are a people business and everything our people do is underpinned by our values of creative, bold and genuine.
Q: What can we expect in terms of developments to your UK centres over the next 12 months?
2016 will be another significant year for our UK development pipeline following a successful 2015 which saw us complete over
GBP60 million worth of high impact developments at intu Victoria Centre and intu Potteries. These are already yielding results in the
form of increased asset values and tenant demand.
This year our focus is on three major projects as part of our near-term, GBP580 million development pipeline: transformational
developments at intu Watford and intu Broadmarsh and an innovative leisure extension at intu Lakeside, each of which is fully
funded from existing resources.
At intu Watford we have begun our GBP178 million extension, demolishing Charter Place to replace it with a substantial retail and
leisure offering anchored by a nine-screen Cineworld IMAX cinema and Debenhams. CACI predict that Watford will be promoted
to a top-20 retail destination as a result of the development and interest is high with 50 per cent already let or in solicitors' hands.
With the refurbishment of intu Victoria Centre complete, we are ready to turn our attention to the second phase of our
Nottingham vision – the redevelopment of intu Broadmarsh. This project will bring a cinema, leisure uses and convenience retail
to the southern end of the city.
At intu Lakeside, we are in advanced talks with an international brand to introduce a new type of leisure offer to the shopping
centre experience. This will be the first phase of a GBP95 million, 225,000 sq ft leisure extension designed to increase dwell time
and the overall catchment of the centre.
Q: It has now been over two years since you bought your first centre in Spain. Has Spain delivered on its promise so far
and where will the next two years take you?
Yes, investing in Spain in 2013 has proven to be a timely move for intu. We now have a strong foothold in a rapidly improving
market that has just seen its 17th successive quarter of retail sales growth. intu Asturias and Puerto Venecia are performing
strongly with positive sales growth, dwell and footfall above the benchmarks. Our management team has introduced exciting
new retailers at both centres, driving rental growth. Pleasingly the rebrand of Parque Principado to intu Asturias was very well-
received and validated through substantially improved net promoter scores. We will look to repeat this success when Puerto
Venecia goes through the rebranding process later this year.
From a development point of view, our new concept retail resorts are being well received. At intu Costa del Sol, our first iteration
of the concept, tenant demand is strong and the planning is well advanced. When we have secured full planning approval and
our target level of exchanged pre-lets, we expect to be on site in the latter part of 2016. In tandem with this, we will continue to
advance plans on the other development sites in Valencia, Vigo and Palma.
Q: You have stated your ambition to stay at the forefront of shopping centre innovation – what does this look like in
practical terms?
There are five elements of our brand proposition but let's look at just one as an example - digital connectivity. We are the only
landlord with an in-house digital innovation team, and we were the first in our industry to introduce a transactional website to
offer 24/7 shopping for our customers and importantly give our retailers another route to market. intu.co.uk is already a top-10
affiliate website with 350 'shoppable' retailers.
However we are not standing still. With the introduction of new technologies our offering will continue to evolve. We are running
a number of innovation projects and website enhancement trials that, once proven, we can quickly and efficiently roll out. In 2015
we worked with Apple who digitally mapped our centres, another industry first. This along with our high quality wifi infrastructure
has allowed us to build a uniquely personalised wayfinding and offers app that was piloted last year and is now being rolled out
across intu branded centres.
Q: Can you summarise what 2016 has in store for intu?
We are now well positioned to reap the benefits of our single-minded focus and brand strategy. 2016 is about building on that
solid foundation while continuing to innovate to strengthen our market leading position.
Our four strategic priorities remain: optimising our assets to create essential destinations for both our shoppers and retailers;
delivering the near-term pipeline of UK development opportunities that will add real value to our portfolio; leveraging the strength
and differentiation of our brand across all proposition areas; and building our Spanish presence.
We intend to deliver continued growth in like-for-like net rental income which we expect to be in the 2 per cent to 3 per cent
range for 2016 subject to no material tenant failures. This will offset the dilution in earnings from the disposals of the Equity One
shares and a 50 per cent stake in Puerto Venecia, Zaragoza as we recycle capital into other developments.
MARKET REVIEW
UK investment market
Investment demand remains strong for prime regional shopping centres. Global institutions perceive this asset class as having reliable
growth characteristics and are prepared to invest beyond London and the south east.
Shopping centre development remains at low levels with the majority of activity focused on extensions and reconfigurations. The
combination of strong investor demand, limited supply and the improving underlying economy has seen continued strengthening in
valuations.
UK occupier market
The majority of economic indicators show improving markets, in particular those that impact on retail. We continue to see wage growth
rising faster than inflation, providing the customer with more disposable income. The Asda benchmark index indicates household
income 7 per cent higher than the previous year.
Consumer confidence continues to rise and was strong throughout 2015. The proportion of consumers feeling positive about their job
prospects and willing to spend money are both at their highest levels for over seven years.
Retail spending, as shown by the British Retail Consortium like-for-like non-food retail sales, continues to show an average growth rate
of above 2 per cent year-on-year.
Retailer administrations in 2015 were at the lowest levels since 2007, according to the Centre for Retail Research, with USC and
Bank being the largest. These were the only two significant failures in the intu portfolio and accounted for just over 1 per cent of
our rent roll. Since the year end, Blue Inc. has put some of its units into administration (around 0.1 per cent of intu's rent roll), but
the majority continue to trade.
What are the major trends impacting our market?
Trends Our response
Fewer stores, prime locations matter Optimising asset performance
- store strategy is evolving - our focus on the top shopping destinations delivers high footfall
- existing established retailers reduce store numbers, but not and long dwell times to our retailers
necessarily trading space - knowing our customers and understanding retailer requirements
- new entrants need a minimum footprint of 30-50 stores to to help them flourish in our centres
establish a viable UK presence - asset management initiatives deliver the right space in the right
- pure play online retailers now trialling physical locations location
- focus on the right locations in the right environments, in
particular the top 35 shopping centres
A multichannel approach Making the brand count
- seamless shopping experience across both online and in store - we are the only UK nationwide shopping centre landlord who
sales channels, with shoppers who use both channels can offer retailers a transactional website to mirror their
generating higher transaction values multichannel approach
- single view of customer with a focus on personalisation - our customer database gives retailers further routes to market
- stores also functioning as showrooms showcasing the products both online and in centre
and brand
Shopping is leisure Development momentum
- family friendly experience to compete with other leisure - introducing the optimal level of restaurants and leisure into
attractions centres
- centres need to have the right mix of retail, catering and leisure - bringing the next level of leisure concepts to intu Lakeside and
to enhance the customer's day out intu Costa del Sol in the near term
Spanish market
The Spanish economy continues to recover with improving labour market conditions, customer confidence at the highest level since
2000, increasing retailer sales and GDP growth.
Occupiers, in particular major fashion retailers, are looking to consolidate their positions in the best locations as the economy improves.
Coupled with new international entrants this is driving strong leasing activity in prime locations.
The investment market remains vibrant with intense competition from international buyers and large SOCIMIs (Spanish
equivalent of a REIT) for the best assets.
TOP PROPERTIES
Annual Headline
Market Size % Number property rent ABC1
value (sq ft 000) ownership of stores income ITZA customers Key tenants
Super-regional centres
intu Trafford Centre GBP2,305m 1,973 100% 234 GBP87.8m GBP425 67% Debenhams, Topshop, Selfridges,
John Lewis, Next, Apple, Ted
Baker, Victoria's Secret, Odeon,
Legoland Discovery Centre, H&M,
Hamleys, Marks & Spencer, Zara,
Sea Life
intu Lakeside GBP1,334m n 1,435 100% 248 GBP59.2m GBP350 67% House of Fraser, Debenhams,
Marks & Spencer, Topshop, Zara,
Primark, Forever 21, Vue,
Hamleys, Victoria's Secret
intu Metrocentre GBP952m 2,085 90% 342 GBP48.2m GBP300 57% House of Fraser, Marks &
Spencer, Debenhams, Apple,
H&M, Topshop, Zara, Primark,
River Island, Odeon
intu Braehead GBP586m 1,127 100% 121 GBP26.2m GBP250(*) 58% Marks & Spencer, Primark, Apple,
Next, H&M, Topshop, Hollister,
Superdry, Sainsbury's, David's
Bridal
intu Merry Hill GBP448m 1,671 50% 213 GBP22.5m GBP180 46% Marks & Spencer, Debenhams,
Bhs, Primark, Sainsbury's, Next,
Topshop, Asda, Boots, H&M,
Odeon
Cribbs Causeway GBP245m 1,075 33% 153 GBP11.7m GBP305 73% John Lewis, Marks & Spencer,
Apple, Next, Topshop, Timberland,
Jigsaw, Hobbs, Hugo Boss, H&M
In-town centres
intu Derby GBP447m 1,300 100% 181 GBP30.6m GBP125 54% Marks & Spencer, Debenhams,
Sainsbury's, Next, Boots,
Topshop, Cinema de Lux, Zara,
H&M
Manchester Arndale GBP445m 1,600 48% 249 GBP21.9m GBP275 57% Harvey Nichols, Apple, Burberry,
LK Bennett, Topshop, Next, Ugg,
Hugo Boss, Superdry, Zara,
Hollister
St David's, Cardiff GBP369m 1,391 50% 201 GBP16.3m GBP212 66% John Lewis, Debenhams, Marks &
Spencer, Apple, Hollister, Hugo
Boss, H&M, River Island, Hamleys,
Primark
intu Victoria Centre GBP356m 976 100% 113 GBP18.2m GBP250 54% House of Fraser, John Lewis,
Next, Topshop, River Island,
Boots, Urban Outfitters, Superdry,
Office
intu Watford GBP336m 726 93% 137 GBP17.8m GBP250 82% John Lewis, Marks & Spencer,
Apple, Zara, Primark, Next,
Lakeland, Phase Eight, Lego,
H&M, Topshop, New Look
intu Eldon Square GBP300m 1,350 60% 140 GBP14.5m GBP308 61% John Lewis, Fenwick, Debenhams,
Waitrose, Apple, Hollister,
Topshop, Boots, River Island,
Next, Marks & Spencer
Annual
Market Size % Number property
value (sq m 000) ownership of stores income Key tenants
Spanish centres
Puerto Venecia, EUR225m 119 50% 202 EUR11.0m El Corte Inglés, Primark, Ikea,
Zaragoza Apple, Decathlon, Cinesa, H&M,
Mediamarkt, Zara, Hollister,
Toys R Us, Fnac
intu Asturias EUR121m 75 50% 136 EUR6.8m Primark, Zara, H&M, Cinesa,
Eroski, Mango, Springfield, Fnac,
Mediamarkt, Desigual
(*) The amount presented is on the Scottish ITZA basis, the English equivalent is GBP335.
FINANCIAL REVIEW
Presentation of information
The Group accounts for its interests in joint ventures using the equity method as required by IFRS 11 Joint Arrangements which
applied for the first time in the 2014 consolidated financial statements. This means that the income statement and the balance
sheet include single lines for the Group's total share of post-tax profit and the net investment in joint ventures respectively.
Management both review and monitor the business, including the Group's share of joint ventures, on an individual line basis
rather than a post-tax profit or net investment basis and therefore the figures and commentary presented are consistent with this
management approach. The other information section gives reconciliations between the two bases.
OVERVIEW
Recent acquisitions, positive like-for-like net rental income and continued increases in asset values have resulted in increases to
both underlying earnings and NAV per share:
- underlying earnings of GBP186.6 million, up 15 per cent on 2014, reflecting the acquisition of Puerto Venecia, Zaragoza in
January 2015 and a full year's impact from the acquisitions and disposals in the first half of 2014
- underlying earnings per share of 14.2 pence, up 7 per cent on 2014
- NAV per share of 404 pence; total financial return for the year of 10 per cent
Financing metrics remain strong due to property valuation increases and recent refinancing activity:
- debt to assets ratio at 43.1 per cent (31 December 2014: 44.2 per cent), below the Group's target maximum level of 50 per
cent; debt to assets ratio pro forma for the sale of the Group's interest in Equity One shares in January 2016 of 41.0 per cent
- interest cover ratio of 1.91x (31 December 2014: 1.82x), above the Group's target minimum level of 1.60x
- cash and available facilities of GBP588.4 million (31 December 2014: GBP670.8 million) remains high but has reduced due to
acquisitions and capital expenditure in the year; cash and available facilities pro forma for the sale of our interest in Equity
One shares of GBP790.3 million
Major transactions:
- in January the Group completed the acquisition of Puerto Venecia, Zaragoza for EUR450.8 million. The acquired debt was
refinanced on acquisition with EUR225.0 million of debt raised. In September the Group introduced CPPIB as a 50 per cent
joint venture partner
- in June the Group renegotiated the GBP351.8 million term loan within the Secured Group Structure (SGS), extending this by
two years to March 2020 and reducing the interest rate margin by 1.5 per cent
- in September the Group agreed a one year extension to the GBP600 million revolving credit facility (RCF) which is now in place
until 2020
- in December the Group agreed a new facility of GBP95.8 million for intu Bromley, drawn down in January 2016, replacing the
existing facility
RESULTS FOR THE YEAR
Income statement
Year ended Year ended
31 December 31 December
2015 2014
Profit for the year (GBPm) 517.6 599.8
Underlying earnings (GBPm) 186.6 161.7
Underlying EPS (pence) 14.2 13.3
Net rental income(1) (GBPm) 427.8 396.6
1 Including Group share of joint ventures.
The Group recorded a profit for the year of GBP517.6 million, a reduction on the GBP599.8 million reported for the year ended
31 December 2014. This was primarily due to a lower gain on property valuations of GBP350.7 million including the Group's share of
joint ventures (2014: GBP648.2 million), offset by:
- a positive movement in the fair value of the Group's financial instruments. 2015 includes a credit of GBP5.3 million (2014: charge
of GBP157.0 million)
- lower exceptional finance costs of GBP31.4 million (2014: GBP50.7 million) largely due to the lower level of interest rate swap
terminations in connection with debt refinancing
- lower exceptional administration costs of GBP1.5 million (2014: GBP13.9 million). 2014 included costs in relation to the acquisition
of intu Merry Hill, intu Derby and Sprucefield
The Group's investments in joint ventures contributed GBP108.6 million to the profit of the Group in 2015 (2014: GBP99.7 million)
including GBP24.7 million of underlying earnings (2014: GBP18.6 million) and a gain on property valuations of GBP85.8 million (2014:
GBP80.4 million).
Underlying earnings increased by GBP24.9 million to GBP186.6 million with underlying earnings per share increasing by 7 per cent to
14.2 pence. Underlying amounts exclude valuation movements, exceptional items and related tax and are presented as they are
considered to be a key measure of the Group's performance and an indication of the extent to which dividend payments are
supported by underlying operations. The underlying profit statement is presented in full in the other information section.
Chart 2 - Underlying earnings bridge 2014-2015
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INTUGROUP.CO.UK]
The principal components of the change in underlying earnings are as follows:
- net rental income increase of GBP25.1 million due to the acquisition of Puerto Venecia, Zaragoza in 2015, a full year's impact
from 2014 acquisitions and disposals and property held for development
- like-for-like net rental income increased by GBP6.1 million, 1.8 per cent (see operating review)
- underlying net finance costs increased by GBP7.1 million reflecting the full impact of funding 2014 acquisitions and the
acquisition of Puerto Venecia, Zaragoza in 2015. These are partially offset by the favourable impact of lower interest rates
following debt refinancings
- ongoing administration expenses increased by GBP6.9 million, largely due to the costs of managing recently acquired properties
and the administration of the Spanish properties and developments
- other includes a saving of GBP2.9 million following the conversion of the 3.75 per cent convertible bonds in July 2014
As detailed in the table below, the Group's net rental income margin including share of joint ventures is in line with 2014 at 87.0
per cent. Property operating expenses largely comprise car park operating costs and the Group's contribution to shopping
centre marketing programmes. The Group's ratio of total costs to income, as calculated in accordance with EPRA guidelines,
remains low at 16.0 per cent.
Year ended Year ended
31 December 31 December
2015 2014
GBPm GBPm
Gross rental income 514.0 480.4
Head rent payable (22.4) (23.4)
491.6 457.0
Net service charge expense and void rates (23.7) (21.2)
Bad debt and lease incentive write-offs (6.2) (7.2)
Property operating expense (33.9) (32.0)
Net rental income 427.8 396.6
Net rental income margin 87.0% 86.8%
EPRA cost ratio (excluding direct vacancy costs) 16.0% 15.5%
Balance sheet
The Group's net assets attributable to shareholders have increased by GBP452.4 million to GBP4,976.4 million at 31 December 2015
reflecting the retained profit for the year.
2015 2014
Group Share of Group including Group including
balance sheet joint share of joint share of joint
as presented ventures ventures ventures
GBPm GBPm GBPm GBPm
Investment and
development property 8,403.9 1,119.8 9,523.7 8,888.8
Investment in joint ventures 991.9 (991.9) – –
Investment in associates
and other investments 265.0 – 265.0 227.7
Net external debt (4,023.8) (115.3) (4,139.1) (3,963.4)
Derivative financial
instruments (338.5) (2.0) (340.5) (347.2)
Other assets and
liabilities (243.6) (10.6) (254.2) (209.1)
Net assets 5,054.9 – 5,054.9 4,596.8
Non-controlling interests (78.5) – (78.5) (72.8)
Attributable to
shareholders 4,976.4 – 4,976.4 4,524.0
Fair value of derivatives
(net of tax) 322.1 – 322.1 333.6
Other adjustments 96.5 – 96.5 89.1
Effect of dilution 16.2 – 16.2 22.2
Net assets (diluted, adjusted) 5,411.2 – 5,411.2 4,968.9
As detailed in the table, net assets (diluted, adjusted) have increased by GBP442.3 million from 31 December 2014 to GBP5,411.2 million
at 31 December 2015.
Investment and development property has increased by GBP634.9 million primarily due to the GBP350.7 million valuation gain in the year,
capital expenditure of over GBP120 million (including the exercise of the option over land in Málaga) and the acquisition of Puerto
Venecia, Zaragoza, with intu's 50 per cent holding valued at GBP166.1 million at 31 December 2015.
Investments of GBP265.0 million principally comprise the Group's interests in the US and India. The US investment of 11.4 million
shares in a US venture controlled by Equity One, a listed US REIT, is valued at GBP209.4 million based on the 31 December 2015
Equity One share price. The Group subsequently sold this investment on 19 January 2016 for proceeds of GBP201.9 million. The
India investment largely comprises a 32 per cent interest in Prozone (GBP36.4 million), a shopping centre developer listed on the
Indian stock market, and a direct interest in Empire (GBP18.3 million), owner and operator of a shopping centre in Aurangabad. See
notes 16 and 17 for further details.
Net external debt is discussed in the cash flow and net external debt section below.
Derivative financial instruments comprise the fair value of the Group's interest rate swaps. The net liability at 31 December 2015 is
GBP340.5 million, a reduction of GBP6.7 million in the year. Cash payments in the year totalled GBP44.1 million, GBP26.5 million of which has
been classified as an exceptional finance cost as it relates to payments in respect of unallocated swaps. The balance of the
payments has been included as underlying finance costs as it relates to ongoing interest rate swaps used to hedge debt.
As previously detailed, the Group has a number of interest rate swaps, entered into some years ago, which are unallocated due to
a change in lenders' practice. At 31 December 2015 these swaps have a market value liability of GBP239.1 million (31 December
2014: GBP242.5 million). It is estimated the Group will be required to make cash payments on these swaps of around GBP24 million in
2016.
The Group's investment in joint ventures, on an equity accounted basis, is GBP991.9 million as at 31 December 2015 (2014: GBP851.5
million). The movement in the year reflects increases from the net investment in Puerto Venecia, Zaragoza of GBP86.1 million and
intu's share of property valuation gains of GBP85.8 million. At 31 December 2015 the investment in joint ventures reflects investment
property of GBP1,119.8 million (2014: GBP869.2 million) and net debt of GBP115.3 million (2014: GBP5.5 million).
The non-controlling interest at 31 December 2015 relates to our partner's 40 per cent stake in intu Metrocentre.
The Group is exposed to foreign exchange movements on its overseas investments. The Group's policy is to ensure that the net
exposure to foreign currency is less than 10 per cent of the Group's net assets attributable to shareholders. At 31 December 2015
the exposure was 8 per cent, higher than the 6 per cent at 31 December 2014 due to the Group's acquisition of Puerto Venecia,
Zaragoza in January and the exercise of the Málaga option in May. This exposure reduces to less than 4 per cent pro forma for
the sale of our interest in Equity One shares in January 2016.
Adjusted net assets per share
As illustrated in the chart below, diluted, adjusted net assets per share have increased from 379 pence per share at
31 December 2014 to 404 pence per share at 31 December 2015. The increase was driven by the property valuation gain of
26 pence per share.
Chart 3 - Adjusted net asset per share bridge(pence) 2014-2015
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INTUGROUP.CO.UK]
Cash flow and net external debt
2015 2014
GBPm GBPm
Group cash flow as reported
Cash flows from operating activities 160.2 56.5
Cash flows from investing activities (175.0) (719.1)
Cash flows from financing activities 76.2 724.1
Foreign currency movements (0.3) (0.1)
Net increase in Group cash and cash equivalents 61.1 61.4
Net external debt (including Group share of joint ventures)
Cash (including Group share of joint ventures) 301.4 260.1
Debt (including Group share of joint ventures) (4,440.5) (4,223.5)
Net external debt (including Group share of joint ventures) (4,139.1) (3,963.4)
During 2015 the Group generated an increase in cash of GBP61.1 million. Cash flow from operating activities of GBP160.2 million is
GBP103.7 million higher than 2014, primarily due to the lower level of exceptional swap termination costs compared to 2014 and
working capital movements.
Cash flows from investing activities reflect the cash outflow for the acquisition of Puerto Venecia, Zaragoza of GBP203.1 million and
an inflow of GBP81.0 million from the subsequent sale of a 50 per cent interest to CPPIB net of new debt issued. Capital
expenditure of GBP100.8 million was incurred in the year. 2014 reflected a cash outflow on the acquisition of intu Merry Hill, intu
Derby and Sprucefield of GBP851.3 million and an inflow from the disposal of 80 per cent of intu Uxbridge of GBP174.1 million.
Cash flows from financing activities include net debt drawdowns of GBP138.9 million primarily to fund the acquisition of Puerto
Venecia, Zaragoza. Dividends paid in cash during the year were GBP104.9 million. 2014 included an inflow of GBP492.0 million from
the rights issue undertaken to part-fund acquisitions and net borrowings raised of GBP314.3 million.
Net external debt (including Group share of joint ventures) has increased by GBP175.7 million. Cash has increased by GBP41.3
million. Debt has increased by GBP217.0 million reflecting the key cash flows above.
FINANCING
Debt structure
As a result of the significant refinancing activity in recent years, the Group has diversified its sources of funding. We now have a
range of debt instruments including CMBS and other secured bonds plus syndicated bank debt secured on individual or pools of
assets, with limited or non-recourse from the borrowing entities to other Group companies outside of these arrangements.
Corporate-level debt remains limited to the revolving credit facility and the GBP300 million convertible bond.
During 2015 the main financing activities undertaken included:
- in January, EUR225.0 million of new debt was secured against Puerto Venecia, Zaragoza, refinancing the acquired debt
- in June the Group renegotiated its GBP351.8 million Secured Group Structure term loan, extending the maturity by two
years to March 2020 and reducing the margin by 150 basis points
- in September the Group agreed a one year extension to the RCF which is now in place until 2020
- in December a new five year GBP130.0 million facility was secured against intu Uxbridge; intu's share is GBP26.0 million
- in December the Group agreed a new facility of GBP95.8 million for intu Bromley, drawn down in January 2016, replacing
the existing facility which was due in April 2016
Chart 4 - Debt maturity(GBPm) 2014-2015
[GRAPHIC REMOVED - PLEASE SEE PAGE 18 OF FULL ANNOUNCEMENT WHICH CAN BE FOUND AT
INTUGROUP.CO.UK]
The chart above illustrates that there is no major refinancing requirement due until 2017.
The table below summarises the Group's main debt measures, all including the Group's share of joint ventures.
31 December 31 December
2015 2014
Debt to assets 43.1% 44.2%
Interest cover 1.91x 1.82x
Weighted average debt maturity 7.8 years 8.4 years
Weighted average cost of gross debt 4.6% 4.7%
Proportion of gross debt with interest rate protection 86% 88%
Cash and available facilities GBP588.4m GBP670.8m
The debt to assets ratio has reduced to 43.1 per cent with the increase in property valuations offsetting the increase in net external
debt resulting from the acquisition of Puerto Venecia, Zaragoza and capital expenditure in the year. The debt to assets ratio is well
below the Group's target maximum level of 50 per cent. Pro forma for the sale of the Group's interest in Equity One shares in
January 2016 the debt to assets ratio would reduce to 41.0 per cent.
Interest cover of 1.91x has increased reflecting the impact of recent acquisitions and lower interest rates following recent debt
refinancing and remains above the Group's targeted minimum level of 1.60x.
The weighted average debt maturity has reduced to 7.8 years and includes the benefit from the extension of the SGS term loan.
The weighted average cost of gross debt has reduced to 4.6 per cent (excluding the revolving credit facility) reflecting the lower
rates achieved on recent refinancing activity.
The Group uses interest rate swaps to fix interest obligations, reducing cash flow volatility caused by changes in interest rates. The
proportion of debt with interest rate protection has reduced slightly in the year to 86 per cent within the Group's policy range of
between 75 per cent and 100 per cent. The reduction is due to the higher level of borrowing against the Group's revolving credit
facility.
Cash and available facilities have reduced to GBP588.4 million at 31 December 2015. This comprises cash of GBP301.4 million in
addition to undrawn facilities of GBP287.0 million.
Covenants
Full details of the debt financial covenants are included in the financial covenants section of this report. The Group is in
compliance with all of its covenants.
Capital commitments
The Group has an aggregate cash commitment to capital projects of GBP65.2 million at 31 December 2015 including the Group's
share of joint ventures.
In addition to the committed expenditure, the Group has an identified uncommitted pipeline of active management projects, major
extensions and developments that may become committed over the next three years (see operating review).
OTHER INFORMATION
Tax policy position
Like all Real Estate Investment Trusts (REITs), tax on property operating profits is paid at shareholder level to the UK
government rather than by intu itself. REIT status brings with it the requirement to operate within the rules of the REIT regime
(for further information see glossary).
As a good corporate citizen we believe that paying and collecting taxes is an important part of our role as a business and our
wider contribution to society. We are committed to acting with integrity and transparency in all tax matters and have an open,
up-front, and no surprises policy in dealing with HMRC, and as a result look to minimise the risk that anything that we do could
be considered to be tax avoidance. In particular, the Group carries out regular risk reviews, seeks pre-clearance from HMRC in
complex areas and actively engages in discussions on potential or proposed changes in the taxation system that might affect the
Group.
The Group pays tax directly on overseas earnings, any UK non-property income under the REIT rules, business rates, and
transaction taxes such as stamp duty land tax. In the year ended 31 December 2015 the total of such payments to tax authorities
was GBP23 million, of which GBP19 million was in the UK, GBP0.5 million in the US and GBP3.5 million in Spain. In addition, the Group also
collects VAT, employment taxes and withholding tax on dividends for HMRC and the Spanish tax authorities. Business rates,
principally paid by tenants, in respect of the Group's UK properties amounted to around GBP297 million in 2015 (2014: GBP297
million).
Dividends
The Directors are recommending a final dividend of 9.1 pence per share bringing the amount paid and payable in respect of
2015 to 13.7 pence, unchanged from 2014. A scrip dividend alternative may be offered. Details of the apportionment between
the PID and non-PID elements per share will be confirmed in due course.
As at 31 December 2015 the Company has distributable reserves in excess of GBP1.3 billion, sufficient to cover around seven years
of dividends at the 2015 level. The Company typically pays dividends which are covered by the current year earnings of the
Group and does not anticipate that the Group's level of distributable reserves will create any restrictions on this approach in the
foreseeable future.
Matthew Roberts
Chief Financial Officer
26 February 2016
PRINCIPAL RISKS AND UNCERTAINTIES
intu's Board has responsibility for establishing the Group's appetite for risk based on the balance of potential risks and returns,
and has overall responsibility for identifying and managing risks. The Board has undertaken a robust assessment of the principal
risks facing the Group, including those that would impact the business model, future performance, solvency or liquidity.
We have identified principal risks and uncertainties under five key headings: property market; financing; operations;
developments and acquisitions; and brand. These are discussed in detail on the following pages. A principal risk is one which
has the potential to significantly affect the Group's strategic objectives, financial position or future performance and includes both
internal and external factors. We monitor movements in likelihood and severity such that the risks are appropriately mitigated in
line with the Group's risk appetite.
The risk profile for 2015 has remained broadly in line with 2014 with no significant new risks identified nor substantial changes in
existing risks. The main changes from 2014 are:
- we have started work on our development pipeline with risk around new developments such as the intu Watford
extension increasing as funding is committed
- we have identified increased risk around the brand as intu continues to gain momentum with a launch in Spain and a
higher UK profile
- an additional sub-category of property market risk has been identified, highlighting the risk of not reacting to changes in
the retail environment such as changes in customers' preferences in light of the increased importance of multichannel
retailing
Risk and impact Mitigation 2015 commentary
Property market – - Focus on prime assets and upgrading - Likelihood and severity of potential impact
Macro-economic assets are unchanged during 2015 with continued
Weakness in the macro- - Covenant headroom monitored and strong demand for assets and stable rental
economic environment could stress-tested levels
undermine rental income - Make representation on key policies, for - Valuation increases continue to support
levels and property values, example business rates LTV headroom
reducing return on - Tenant administrations at relatively low
investment and covenant levels
headroom
Property market – - Active management of tenant mix - Likelihood and severity of potential impact
Retail environment - Regular monitoring of tenant strength are unchanged during 2015 with intu's
Failure to react to changes in and diversity strategy continuing to deliver strong footfall
the retail environment could - Upgrading assets to meet demand, for numbers and occupancy
undermine intu's ability to example increased leisure offering - Significant progress on planning and pre-
attract customers and - Tell intu customer feedback letting of near-term pipeline with a focus
tenants programme helps identify changes in on leisure and catering
customer preferences - Digital investment to improve relevance as
- Work closely with retailers shopping habits change
- Digital strategy that embraces - Occupancy remains strong at 96 per cent
technology and digital customer - Footfall steady and continues to be ahead
engagement. This enables intu to of benchmark
engage in and support multichannel
retailing, and to take the opportunities
offered by ecommerce
Strategic objectives - Optimise asset performance
affected: - UK development momentum
- Make the brand count
- Seize the growth opportunity in
Spain
Operations – - Strong business process and - Likelihood and severity of potential impact
Health and safety procedures, supported by regular have not changed significantly during 2015
Accidents or system failure training and exercises - Accredited with OHSAS 18001
leading to financial and/or - Annual audits of operational standards certification, demonstrating the
reputational loss carried out internally and by external implementation of consistent health and
consultants safety management process and
- Culture of visitor and staff safety procedures across the portfolio
- Crisis management and business - Work continuing towards achieving ISO
continuity plans in place and tested 9001, 14001 and 55001 accreditation
- Retailer liaison and briefings - Continued to deliver improvements in
- Appropriate levels of insurance systems and processes, including
- Staff succession planning and investment in new facilities management
development in place to ensure and contractor tracking systems
continued delivery of world class - All individual intu centres and intu Retail
service Services awarded Investors in People
- Health and safety managers or accreditation
coordinators in all centres
Operations – - Implemented data and cybersecurity - Likelihood and severity of potential impact
Cybersecurity strategies have not changed significantly during 2015
Loss of data and information - Regular testing programme - Ongoing Group-wide cybersecurity project
or failure of key systems - Appropriate levels of insurance with focus on proactive monitoring of
resulting in financial and/or - Crisis management and business technical infrastructure to mitigate cyber
reputational loss continuity plans in place and tested threats
- Data committee
- Monitoring of regulatory environment
and best practice
- Strong business process and
Operations – procedures, supported by regular
Terrorism
Up Overall likelihood and severity of potential
impact have increased due to external factors
Terrorist incident at an intu training and exercises, designed to - National threat level remains at Severe
centre or another major adapt and respond to changes in risk following the incidents in Paris in November
shopping centre resulting in levels - All intu centres have reviewed their plans in
loss of consumer confidence - Annual audits of operational standards preparation should the national threat level
with consequent impact on carried out internally and by external move to Critical
lettings and rental growth consultants - New operating procedures issued to allow
- Culture of visitor and staff safety for the introduction of further security
- Crisis management and business measures if required
continuity plans in place and tested
- Retailer liaison and briefings
- Appropriate levels of insurance
- Strong relationships and frequent
liaison with police, NaCTSO and other
agencies
Strategic objectives - Optimise asset performance
affected: - Make the brand count
Financing – - Funding strategy regularly reported to – Likelihood and severity of potential impact are
Availability of funds the Board with current and projected unchanged during 2015 with regular
Reduced availability of funds funding position refinancing activity undertaken continuing to
could limit liquidity, leading to - Effective treasury management aimed evidence the availability of funding
restriction of investing and at balancing long debt maturity profile - Extension of GBP351.8 million SGS term loan at
operating activities and/or and diversification of sources of finance a significantly reduced margin
increase in funding cost - Consideration of financing plans - Secured EUR225 million of debt on acquisition
including potential for recycling of of Puerto Venecia, Zaragoza
capital before commitment to - Extension of joint venture relationship with
transactions and developments CPPIB in Spain
- Strong relationships with lenders,
shareholders and partners
Strategic objectives - UK development momentum
affected: - Seize the growth opportunity in
Spain
Developments and
acquisitions –
Developments
Developments fail to create
shareholder value - Capital Projects Committee reviews Up Likelihood and severity of potential impact
detailed appraisals before and monitors have increased during 2015 as the Group has
progress during significant projects started work on its development pipeline
- Fixed price construction contracts for - Demolition of the old Charter Place precinct
developments agreed with clear in December paving the way for the
apportionment of risk extension of intu Watford
- Significant levels of pre-lets exchanged - Detailed appraisal work and significant pre-
prior to scheme development lets ahead of starting major development
projects
- Exercise of the option to acquire land in
Málaga completed in May
- New Spanish management structure
implemented to enhance delivery of strategic
goals including development pipeline
Developments and - Research and third party due diligence – Likelihood and severity of potential impact
acquisitions – undertaken for transactions including have remained unchanged in 2015
Acquisitions local specialists in Spain - Substantial property and financial due
Acquisitions fail to create - Local partner in Spain with market diligence undertaken before acquisition of
shareholder value specialist knowledge Puerto Venecia, Zaragoza
- Investment risk reduced through - Acquisitions from Westfield in 2014 proven
financing and joint venture investments to be successful with investment property
valuations up 11 per cent post acquisition
Strategic objectives - UK development momentum
affected: - Seize the growth opportunity in
Spain
Brand –
Integrity of the brand
- Intellectual property protection Up Likelihood and severity of potential impact
- Strong guidelines for use of brand have increased during 2015 as the brand has
The integrity of the brand is - Strong underlying operational controls continued to gain momentum with a launch in
damaged leading to financial and crisis management procedures Spain and a higher UK profile
and/or reputational loss - Ongoing training programme and - Introduced intu brand in Spain through intu
reward and recognition schemes Asturias with key mitigating controls being
designed to embed brand values and implemented
culture throughout the organisation - Increased media interest in intu and our
- Traditional and digital media monitoring opinions
and analysis - Increase in nationally promoted campaigns
- Tell intu and shopper view customer - Net promoter score has increased from 60 to
feedback programmes 74 during 2015
Strategic objectives - Optimise asset performance
affected: - UK development momentum
- Make the brand count
- Seize the growth opportunity in
Spain
Statement of Directors' Responsibilities
The Group's annual report for the year ended 31 December 2015 contains the following statement of Directors' responsibilities.
Certain parts of the annual report are not included within this announcement.
The Directors are responsible for preparing the annual report, the Directors' remuneration report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have
prepared the Group and Company financial statements in accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the
Group and Company for that period. In preparing these financial statements, the Directors are required to:
(a) select suitable accounting policies and then apply them consistently
(b) make judgements and accounting estimates that are reasonable and prudent
(c) state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material
departures disclosed and explained in the financial statements
(d) prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Company will
continue in business
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable
them to ensure that the financial statements and the Directors' remuneration report comply with the Companies Act 2006 and, as
regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of
the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Company's and the Group's performance, business model and
strategy.
Each of the Directors, whose names and functions are listed in the governance section of the annual report confirm that, to the
best of their knowledge:
(a) the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the European
Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group
(b) the Directors' report contained in the governance section of the annual report includes a fair review of the development
and performance of the business and the position of the Group, together with a description of the principal risks and
uncertainties that it faces
Signed on behalf of the board on 26 February 2016
David Fischel
Chief Executive
Matthew Roberts
Chief Financial Officer
Consolidated income statement
for the year ended 31 December 2015
2015 2014
Notes GBPm GBPm
Revenue 2 571.6 536.4
Net rental income 2 381.8 362.6
Net other income 3 6.9 4.8
Revaluation of investment and development property 14 264.9 567.8
(Loss)/gain on acquisition of businesses 4 (0.8)
(0.8) 1.6
Gain on disposal of subsidiaries 27 2.2 0.6
Gain on sale of other investments 0.9 –
Administration expenses – ongoing (37.3) (30.8)
Administration expenses – exceptional 5 (1.0) (13.8)
Operating profit 617.6 892.8
Finance costs 6 (206.6) (197.1)
Finance income 7 18.7 11.9
Other finance costs 8 (37.3) (56.8)
Change in fair value of financial instruments 9 6.0 (157.6)
Net finance costs (219.2) (399.6)
Profit before tax, joint ventures and associates 398.4 493.2
Share of post-tax profit of joint ventures 15 108.6 99.7
Share of post-tax profit of associates 16 6.0 0.8
Profit before tax 513.0 593.7
Current tax 10 (0.4) (0.5)
Deferred tax 10 5.0 6.6
Taxation 10 4.6 6.1
Profit for the year 517.6 599.8
Attributable to:
Owners of intu properties plc 518.4 586.2
Non-controlling interests (0.8) 13.6
517.6 599.8
Basic earnings per share 12 39.3p 48.0p
Diluted earnings per share 12 37.5p 46.3p
Details of underlying earnings are presented in the underlying profit statement in the other information section. Underlying
earnings per share are shown in note 12(c).
Consolidated statement of comprehensive income
for the year ended 31 December 2015
2015 2014
Notes GBPm GBPm
Profit for the year 517.6 599.8
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Revaluation of other investments 17 12.8 21.1
Exchange differences 7.6 7.0
Tax relating to components of other comprehensive income 10 (5.0) (6.6)
Total items that may be reclassified subsequently to profit or loss 15.4 21.5
Reclassified to income statement on sale of other investments (0.6) –
Other comprehensive income for the year 14.8 21.5
Total comprehensive income for the year 532.4 621.3
Attributable to:
Owners of intu properties plc 533.2 608.1
Non-controlling interests (0.8) 13.2
532.4 621.3
Consolidated balance sheet
as at 31 December 2015
2015 2014
Notes GBPm GBPm
Non-current assets
Investment and development property 14 8,403.9 8,019.6
Plant and equipment 5.0 5.1
Investment in joint ventures 15 991.9 851.5
Investment in associates 16 54.7 38.0
Other investments 17 210.3 189.7
Goodwill 4.0 4.0
Derivative financial instruments – 9.0
Trade and other receivables 18 89.3 99.7
9,759.1 9,216.6
Current assets
Trade and other receivables 18 108.8 114.7
Derivative financial instruments 3.2 0.7
Cash and cash equivalents 19 275.8 230.0
387.8 345.4
Total assets 10,146.9 9,562.0
Current liabilities
Trade and other payables 20 (275.5) (251.5)
Current tax liabilities (0.4) (0.6)
Borrowings 21 (139.3) (21.3)
Derivative financial instruments (12.0) (80.7)
(427.2) (354.1)
Non-current liabilities
Borrowings 21 (4,332.3) (4,332.7)
Derivative financial instruments (329.7) (275.8)
Other payables (2.8) (2.6)
(4,664.8) (4,611.1)
Total liabilities (5,092.0) (4,965.2)
Net assets 5,054.9 4,596.8
Equity
Share capital 24 672.3 658.4
Share premium 24 1,303.1 1,222.0
Treasury shares 25 (43.3) (45.1)
Other reserves 372.8 358.0
Retained earnings 2,671.5 2,330.7
Attributable to owners of intu properties plc 4,976.4 4,524.0
Non-controlling interests 78.5 72.8
Total equity 5,054.9 4,596.8
Consolidated statement of changes in equity
for the year ended 31 December 2015
Attributable to owners of intu properties plc
Non-
Share Share Treasury Other Retained controlling Total
capital premium shares reserves earnings Total interests equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
At 1 January 2015 658.4 1,222.0 (45.1) 358.0 2,330.7 4,524.0 72.8 4,596.8
Profit/(loss) for the year – – – – 518.4 518.4 (0.8) 517.6
Other comprehensive income:
Revaluation of other
investments (note 17) – – – 12.8 – 12.8 – 12.8
Exchange differences – – – 7.6 – 7.6 – 7.6
Tax relating to components
of other comprehensive
income (note 10) – – – (5.0) – (5.0) – (5.0)
Reclassified to income
statement on sale of other
investments – – – (0.6) – (0.6) – (0.6)
Total comprehensive
income for the year – – – 14.8 518.4 533.2 (0.8) 532.4
Ordinary shares issued
(note 24) 13.9 81.1 – – – 95.0 – 95.0
Dividends (note 11) – – – – (179.4) (179.4) – (179.4)
Share-based payments – – – – 4.8 4.8 – 4.8
Acquisition of treasury shares – – (1.6) – – (1.6) – (1.6)
Disposal of treasury shares – – 3.4 – (3.0) 0.4 – 0.4
Non-controlling interes
additions – – – – – – 6.5 6.5
13.9 81.1 1.8 – (177.6) (80.8) 6.5 (74.3)
At 31 December 2015 672.3 1,303.1 (43.3) 372.8 2,671.5 4,976.4 78.5 5,054.9
Consolidated statement of changes in equity
for the year ended 31 December 2014
Attributable to owners of intu properties plc
Non-
Share Share Treasury Convertible Other Retained controlling Total
capital premium shares bonds reserves earnings Total interests equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
At 1 January 2014 486.9 695.6 (48.2) 143.7 500.5 1,740.3 3,518.8 102.3 3,621.1
Profit for the year – – – – – 586.2 586.2 13.6 599.8
Other comprehensive income:
Revaluation of other
investments (note 17) – – – – 21.1 – 21.1 – 21.1
Exchange differences – – – – 7.4 – 7.4 (0.4) 7.0
Tax relating to components
of other comprehensive
income (note 10) – – – – (6.6) – (6.6) – (6.6)
Total comprehensive
income for the year – – – – 21.9 586.2 608.1 13.2 621.3
Conversion of bond 21.2 122.5 – (143.7) – – – – –
Other ordinary shares issued 150.3 403.9 – – – – 554.2 – 554.2
Dividends (note 11) – – – – – (155.9) (155.9) – (155.9)
Interest on convertible
bonds (note 22) – – – – – (2.9) (2.9) – (2.9)
Share-based payments – – – – – 2.5 2.5 – 2.5
Acquisition of treasury shares – – (1.0) – – – (1.0) – (1.0)
Disposal of treasury shares – – 4.1 – – (3.9) 0.2 – 0.2
Non-controlling interest
additions – – – – – – – 27.2 27.2
Distribution to non-controlling
interest – – – – – – – (1.2) (1.2)
Disposal of subsidiaries – – – – – – – (68.7) (68.7)
Realisation of merger reserve – – – – (164.4) 164.4 – – –
171.5 526.4 3.1 (143.7) (164.4) 4.2 397.1 (42.7) 354.4
At 31 December 2014 658.4 1,222.0 (45.1) – 358.0 2,330.7 4,524.0 72.8 4,596.8
Consolidated statement of cash flows
for the year ended 31 December 2015
2015 2014
Notes GBPm GBPm
Cash generated from operations 30 366.5 292.7
Interest paid (222.5) (244.6)
Interest received 16.6 8.8
Taxation (0.4) (0.4)
Cash flows from operating activities 160.2 56.5
Cash flows from investing activities
Purchase and development of property, plant and equipment (100.8) (69.7)
Sale of property 1.8 –
Acquisition of businesses net of cash acquired 26 (203.1) (851.3)
Sale/(acquisition) of other investments 4.7 (3.8)
Additions to investment in associates (10.0) –
Realisation of short-term investments – 69.3
Disposal of subsidiaries net of cash sold with business 27 81.0 162.5
Investment in joint ventures 15 – (0.4)
Repayment of capital by joint ventures 15 25.6 14.3
Loan advances to joint ventures 15 (0.8) (97.6)
Loan repayments by joint ventures 15 17.6 52.7
Distributions from joint ventures 15 9.0 4.9
Cash flows from investing activities (175.0) (719.1)
Cash flows from financing activities
Issue of ordinary shares 22.0 492.0
Acquisition of treasury shares (1.6) (1.0)
Sale of treasury shares 0.4 0.2
Non-controlling interest funding received 6.5 27.2
Cash transferred from/(to) restricted accounts 14.9 (15.9)
Borrowings drawn 329.2 989.4
Borrowings repaid (190.3) (675.1)
Interest on convertible bonds 22 – (2.9)
Equity dividends paid (104.9) (89.8)
Cash flows from financing activities 76.2 724.1
Effects of exchange rate changes on cash and cash equivalents (0.3) (0.1)
Net increase in cash and cash equivalents 61.1 61.4
Cash and cash equivalents at 1 January 19 212.5 151.1
Cash and cash equivalents at 31 December 19 273.6 212.5
Notes
1 Accounting convention and basis of preparation
The financial information presented does not constitute the Group's consolidated financial statements for either the year ended 31
December 2015 or the year ended 31 December 2014, but is derived from those financial statements. The Group's statutory financial
statements for 2014 have been delivered to the Registrar of Companies and those for 2015 will be delivered following the Company's
annual general meeting. The auditors' reports on both the 2014 and 2015 financial statements were not qualified or modified; did not
draw attention to any matters by way of an emphasis of matter; and did not contain any statement under Section 498 of the Companies
Act 2006.
The financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the
European Union ("IFRS"), interpretations issued by the International Financial Reporting Standards Interpretations Committee and with
those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The financial statements have been prepared under the historical cost convention as modified by the revaluation of property, available-
for-sale investments, and certain other financial assets and liabilities. A summary of the more significant accounting policies applied is
set out in note 2 of the Group's consolidated financial statements.
These accounting policies are consistent with those applied in the last annual financial statements, as amended to reflect the adoption
of new standards, amendments and interpretations which became effective in the year. During 2015 amendments arising from the
Annual Improvements Cycle to IFRSs 2011-2013 became effective for the first time for the Group's 31 December 2015 financial
statements. These amendments have not had an impact on the financial statements.
A number of standards have been issued but are not yet adopted by the EU and so are not available for early adoption. The most significant
of these are IFRS 9 Financial Instruments along with related amendments to other IFRSs, IFRS 15 Revenue from Contracts with Customers
and IFRS 16 Leases. Based on the Group's current circumstances, with the exception of IFRS 16 Leases issued in January 2016 for which
the impact is still being assessed, these standards are not expected to have a material impact on the financial statements.
Use of estimates and assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts
of income and expenses during the reporting period. Although these estimates are based on management's best knowledge of the
amount, event or actions, actual results ultimately may differ from those estimates. In particular, significant judgement is required in the
use of estimates and assumptions in the valuation and accounting for investment and development property and derivative financial
instruments. Additional detail on these two areas is provided in the relevant accounting policy in note 2 and in notes 19 and 35 to the
Group's consolidated financial statements.
Going concern
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in
the strategic review. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the
financial review. In addition, note 35 to the Group's consolidated financial statements includes the Group's risk management
objectives, details of its financial instruments and hedging activities, its exposures to liquidity risk and details of its capital structure.
The Group prepares regular forecasts and projections which include sensitivity analysis taking into account a number of downside risks
to the forecast including reasonably possible changes in trading performance and asset values and assesses the potential impact of
these on the Group's liquidity position and available resources.
In preparing the most recent projections, factors taken into account include GBP301.4 million of cash (including the Group's share of cash
in joint ventures of GBP25.6 million) and GBP287.0 million of undrawn facilities at 31 December 2015. The Group's weighted average debt
maturity of 7.8 years and the relatively long-term and stable nature of the cash flows receivable under tenant leases were also factored
into the forecasts.
After reviewing the most recent projections and the sensitivity analysis, the Directors consider it appropriate to continue to adopt the
going concern basis of accounting in preparing the Group's financial statements.
2 Segmental reporting
Operating segments are determined based on the internal reporting and operational management of the Group. The Group is primarily a
shopping centre focused business and, following recent acquisition activity, has two reportable operating segments being UK and Spain.
The principal profit indicator used to measure performance is net rental income. An analysis of net rental income is given below:
2015
Group including
share of joint ventures Less share of Group
UK Spain Total joint ventures total
GBPm GBPm GBPm GBPm GBPm
Rent receivable 492.5 21.5 514.0 (53.0) 461.0
Service charge income 103.0 4.5 107.5 (10.6) 96.9
Facilities management income from joint ventures 7.9 – 7.9 5.8 13.7
Revenue 603.4 26.0 629.4 (57.8) 571.6
Rent payable (22.4) – (22.4) 1.1 (21.3)
Service charge costs (116.7) (4.8) (121.5) 11.7 (109.8)
Facilities management costs recharged to joint ventures (7.9) – (7.9) (5.8) (13.7)
Other non-recoverable costs (48.0) (1.8) (49.8) 4.8 (45.0)
Net rental income 408.4 19.4 427.8 (46.0) 381.8
2014
Group including
share of joint ventures Less share of Group
UK Spain Total joint ventures total
GBPm GBPm GBPm GBPm GBPm
Rent receivable 473.2 7.2 480.4 (39.3) 441.1
Service charge income 95.9 1.8 97.7 (9.5) 88.2
Facilities management income from joint ventures 4.1 – 4.1 3.0 7.1
Revenue 573.2 9.0 582.2 (45.8) 536.4
Rent payable (23.4) – (23.4) 1.2 (22.2)
Service charge costs (107.0) (2.0) (109.0) 10.3 (98.7)
Facilities management costs recharged to joint ventures (4.1) – (4.1) (3.0) (7.1)
Other non-recoverable costs (48.1) (1.0) (49.1) 3.3 (45.8)
Net rental income 390.6 6.0 396.6 (34.0) 362.6
There were no significant transactions within net rental income between operating segments.
An analysis of investment and development property, capital expenditure and revaluation surplus is presented below:
Investment and
development property Capital expenditure Revaluation surplus
2015 2014 2015 2014 2015 2014
GBPm GBPm GBPm GBPm GBPm GBPm
United Kingdom 9,222.3 8,806.6 75.6 65.6 342.2 633.8
Spain 301.4 82.2 47.9 1.4 8.5 14.4
Group including share of joint ventures 9,523.7 8,888.8 123.5 67.0 350.7 648.2
Less share of joint ventures (1,119.8) (869.2) (2.5) (1.0) (85.8) (80.4)
Group 8,403.9 8,019.6 121.0 66.0 264.9 567.8
The Group's geographical analysis of non-current assets (excluding financial instruments) is set out below. This represents where the
Group's assets reside and, where relevant, where revenues are generated. In the case of investments this reflects where the investee is
located.
2015 2014
GBPm GBPm
United Kingdom 9,447.2 8,934.4
Spain 46.9 49.7
United States 209.4 184.7
India 55.6 38.8
9,759.1 9,207.6
3 Net other income
2015 2014
GBPm GBPm
Dividends received from other investments 6.7 6.1
Management fees 3.0 1.6
intu Digital (2.8) (2.9)
Net other income 6.9 4.8
4 (Loss)/gain on acquisition of businesses
The net loss on acquisition of businesses in the year was GBP0.8 million. This consists of a gain on the acquisition of Puerto Venecia,
Zaragoza of GBP0.8 million (see note 26) and an adjustment increasing the contingent consideration relating to the 2012 acquisition of
StyleMeTV Limited (renamed IntuDigital Limited) resulting in the recognition of a loss of GBP1.6 million. The 2014 gain related to the
acquisition of intu Derby and intu Merry Hill.
5 Administration expenses – exceptional
Exceptional administration expenses (see glossary for definition of exceptional items) in the year totalled GBP1.0 million (2014: GBP13.8
million). 2015 costs relate to corporate transactions, principally the acquisition of Puerto Venecia, Zaragoza. 2014 costs principally
related to the acquisition of intu Merry Hill, intu Derby and Sprucefield.
6 Finance costs
2015 2014
GBPm GBPm
On bank loans and overdrafts 195.4 186.0
On convertible bonds (note 22) 7.5 7.5
On obligations under finance leases 3.7 3.6
Finance costs 206.6 197.1
Finance costs of GBP2.1 million were capitalised in the year ended 31 December 2015 (2014: GBPnil).
7 Finance income
2015 2014
GBPm GBPm
Interest receivable on loans to joint ventures 17.1 10.7
Other finance income 1.6 1.2
Finance income 18.7 11.9
8 Other finance costs
2015 2014
GBPm GBPm
Amortisation of Metrocentre compound financial instrument 5.9 6.1
Cost of termination of derivative financial instruments and other costs(1) 28.6 48.4
Foreign currency movements(1) 2.8 2.3
Other finance costs 37.3 56.8
(1) Amounts totalling GBP31.4 million in the year ended 31 December 2015 are treated as exceptional items, as defined in the glossary
(2014: GBP50.7 million). These finance costs include termination of interest rate swaps on repayment of debt, payments on unallocated swaps
and other fees.
9 Change in fair value of financial instruments
2015 2014
GBPm GBPm
Gain/(loss) on derivative financial instruments 6.8 (144.8)
Loss on convertible bonds designated as at fair value through profit or loss (note 22) (0.8) (12.8)
Change in fair value of financial instruments (6.0) (157.6)
Included within the change in fair value of derivative financial instruments are gains totalling GBP44.1 million (2014: GBP70.3 million)
resulting from the payment of obligations under derivative financial instruments during the year. Of these GBP26.5 million related to
unallocated swaps. In 2014 GBP27.0 million related to unallocated swaps and GBP17.1 million to the termination of swaps.
10 Taxation
Taxation for the year:
2015 2014
GBPm GBPm
Overseas taxation 0.6 0.5
UK taxation – adjustment in respect of prior years (0.2) –
Current tax 0.4 0.5
Deferred tax:
On investment and development property (0.8) –
On other investments (0.2) (0.9)
On derivative financial instruments (2.8) (5.6)
On other temporary differences (1.2) (0.1)
Deferred tax (5.0) (6.6)
Total tax credit (4.6) (6.1)
The tax credits for 2015 and 2014 are lower than the standard rate of corporation tax in the UK. The differences are explained
below:
2015 2014
GBPm GBPm
Profit before tax, joint ventures and associates 398.4 493.2
Profit before tax multiplied by the standard rate in the UK of 20.25% (2014: 21.5%) 80.7 106.0
Exempt property rental profits and revaluations (90.3) (140.6)
(9.6) (34.6)
Additions and disposals of property and investments (0.2) (0.8)
Prior year corporation tax items (0.2) –
Non-deductable and other items (0.4) (0.1)
Overseas taxation 0.6 0.5
Unprovided deferred tax 5.2 28.9
Total tax credit (4.6) (6.1)
Tax relating to components of other comprehensive income of GBP5.0 million (2014: GBP6.6 million) relates entirely to deferred tax in respect of
other investments.
11 Dividends
2015 2014
GBPm GBPm
Ordinary shares
Prior year final dividend paid of 9.1 pence per share (2014: 9.1(1) pence per share) 118.3 96.2
Interim dividend paid of 4.6 pence per share (2014: 4.6 pence per share) 61.1 59.7
Dividends declared 179.4 155.9
Proposed final dividend of 9.1 pence per share 122.4
1 Adjusted for the 2014 rights issue bonus factor.
In 2015, the Company offered shareholders the option to receive ordinary shares instead of cash for the 2014 final and 2015 interim
dividends of 9.1 pence and 4.6 pence respectively under the Scrip Dividend Scheme. As a result of elections made by shareholders
16,071,625 new ordinary shares of 50 pence each were issued on 28 May 2015 and 5,420,299 new ordinary shares of 50 pence
each were issued on 24 November 2015 in lieu of dividends otherwise payable. This resulted in GBP73.0 million of cash being retained
in the business.
In 2014, the Scrip Dividend Scheme resulted in GBP62.2 million of cash being retained in the business.
Details of the shares in issue and dividends waived are given in notes 24 and 25.
12 Earnings per share
(a) Earnings per share
Basic and diluted earnings per share as calculated in accordance with IAS 33 Earnings per Share:
2015 2014
Earnings Shares Pence per Earnings Shares Pence per
GBPm million share GBPm million share
Profit for the year attributable to owner
of intu properties plc 518.4 586.2
Interest on convertible bonds recognised directly in
equity (note 22) – (2.9)
Basic earnings per share(1) 518.4 1,318.1 39.3p 583.3 1,214.6 48.0p
Dilutive convertible bonds, share options and share awards 8.4 87.3 23.2 96.4
Diluted earnings per share 526.8 1,405.4 37.5p 606.5 1,311.0 46.3p
(1) The weighted average number of shares used for the calculation of basic earnings per share has been adjusted to remove shares held in the ESOP.
(b) Headline earnings per share
Headline earnings per share has been calculated and presented as required by the Johannesburg Stock Exchange listing requirements.
2015 2014
Gross Net(1) Gross Net
GBPm GBPm GBPm GBPm
Basic earnings 518.4 583.3
Remove:
Revaluation of investment and development property (note 14) (264.9) (261.9) (567.8) (552.9)
Gain on acquisition of businesses (0.8) (0.8) (1.6) (1.6)
Gain on disposal of subsidiaries (2.2) (2.2) (0.6) (0.6)
Gain on sale of other investments (0.9) (0.9) – –
Share of joint ventures' items (85.8) (85.1) (80.4) (80.4)
Share of associates' items (0.3) (0.3) (0.8) (0.8)
Headline earnings/(loss) 167.2 (53.0)
Dilution(2) 8.4 23.2
Diluted headline earnings/(loss) 175.6 (29.8)
Weighted average number of shares 1,318.1 1,214.6
Dilution(2) 87.3 96.4
Diluted weighted average number of shares 1,405.4 1,311.0
Headline earnings/(loss) per share (pence) 12.7p (4.4)p
Diluted headline earnings/(loss) per share (pence) 12.5p (2.3)p
(1) Net of tax and non-controlling interests.
(2) The dilution impact is required to be included as calculated in note 12(a) even where this is not dilutive for headline earnings per share.
(c) Underlying earnings per share
Underlying earnings per share is a non–GAAP measure but has been included as it is considered to be a key measure of the Group's
performance and an indication of the extent to which dividend payments are supported by underlying earnings (see underlying profit
statement in the other information section).
2015 2014
Earnings Shares Pence per Earnings Shares Pence per
GBPm million share GBPm million share
Basic earnings per share (per note 12(a)) 518.4 1,318.1 39.3p 583.3 1,214.6 48.0p
Remove:
Revaluation of investment and development
property (note 14) (264.9) (20.1)p (567.8) (46.7)p
Loss/(gain) on acquisition of businesses 0.8 0.1p (1.6) (0.1)p
Gain on disposal of subsidiaries (2.2) (0.2)p (0.6) –
Gain on sale of other investments (0.9) (0.1)p – –
Exceptional administration expenses (note 5) 1.0 0.1p 13.8 1.1p
Exceptional finance costs (note 8) 31.4 2.4p 50.7 4.2p
Change in fair value of financial instruments (note 9) (6.0) (0.4)p 157.6 13.0p
Tax on the above (5.1) (0.4)p (6.7) (0.6)p
Share of joint ventures' adjusting items (83.9) (6.4)p (81.1) (6.7)p
Share of associates' adjusting items (5.8) (0.4)p (0.8) (0.1)p
Non-controlling interests in respect of the above 3.8 0.3p 14.9 1.2p
Underlying earnings per share 186.6 1,318.1 14.2p 161.7 1,214.6 13.3p
Dilutive convertible bonds, share options and share awards 7.5 87.3 10.4 96.4
Underlying, diluted earnings per share 194.1 1,405.4 13.8p 172.1 1,311.0 13.1p
13 Net asset value per share
(a) NAV per share (diluted, adjusted)
NAV per share (diluted, adjusted) is a non-GAAP measure but has been included as it is considered to be a key measure of the Group's
performance.
2015 2014
Net NAV per Net NAV per
assets Shares share assets Shares share
GBPm million pence GBPm million pence
NAV per share attributable to owners of
intu properties plc(1) 4,976.4 1,331.9 374p 4,524.0 1,303.7 347p
Dilutive convertible bonds, share options and awards 16.2 6.4 22.2 8.6
Diluted NAV per share 4,992.6 1,338.3 373p 4,546.2 1,312.3 347p
Remove:
Fair value of derivative financial instruments (net of tax) 322.1 24p 333.2 26p
Deferred tax on investment and development
property and other investments 18.9 1p 14.1 1p
Share of joint ventures' adjusting items 6.3 1p 4.1 –
Add:
Non-controlling interest recoverable balance not
recognised 71.3 5p 71.3 5p
NAV per share (diluted, adjusted) 5,411.2 1,338.3 404p 4,968.9 1,312.3 379p
(1) The number of shares used has been adjusted to remove shares held in the ESOP.
(b) NNNAV per share (diluted, adjusted)
NNNAV per share (diluted, adjusted) is a non-GAAP measure but has been included as it is considered to be an industry standard
comparable measure.
2015 2014
Net NAV per Net NAV per
assets Shares share assets Shares share
GBPm million pence GBPm million pence
NAV per share (diluted, adjusted) 5,411.2 1,338.3 404p 4,968.9 1,312.3 379p
Fair value of derivative financial instruments (net of tax) (322.1) (24)p (333.2) (26)p
Excess of fair value of debt over book value (194.4) (14)p (310.2) (24)p
Deferred tax on investment and development
property and other investments (18.9) (1)p (14.1) (1)p
Share of joint ventures' adjusting items (8.1) (1)p (6.0) –
Non-controlling interests in respect of the above 11.0 1p 17.0 1p
NNNAV per share (diluted, adjusted) 4,878.7 1,338.3 365p 4,322.4 1,312.3 329p
14 Investment and development property
Freehold Leasehold Total
GBPm GBPm GBPm
At 1 January 2014 5,038.1 2,240.6 7,278.7
Acquisition of intu Derby and Sprucefield 458.4 – 458.4
Additions 48.5 17.5 66.0
Disposal of subsidiaries(1) (350.4) - (350.4)
Surplus on revaluation 468.9 98.9 567.8
Foreign exchange movements (0.9) – (0.9)
At 31 December 2014 5,662.6 2,357.0 8,019.6
Acquisition of Puerto Venecia, Zaragoza (note 26) 344.2 – 344.2
Additions 84.4 36.6 121.0
Disposals (1.5) (0.3) (1.8)
Disposal of subsidiaries(2) (331.7) – (331.7)
Surplus on revaluation 223.6 41.3 264.9
Foreign exchange movements (12.3) – (12.3)
At 31 December 2015 5,969.3 2,434.6 8,403.9
(1) Relates to intu Asturias (GBP142.2 million) and intu Uxbridge (GBP208.2 million).
(2) Relates to Puerto Venecia, Zaragoza. See note 27.
A reconciliation to market value is given in the table below:
2015 2014
GBPm GBPm
Balance sheet carrying value of investment and development property 8,403.9 8,019.6
Tenant incentives included within trade and other receivables (note 18) 101.0 96.9
Head leases included within finance leases in borrowings (note 21) (34.2) (34.9)
Market value of investment and development property 8,470.7 8,081.6
The fair value of the Group's investment and development property as at 31 December 2015 was determined by independent external
valuers at that date other than certain recently acquired development land. The valuations are in accordance with the Royal Institution of
Chartered Surveyors (RICS) Valuation – Professional Standards 2014 and were arrived at by reference to market transactions for similar
properties. Fair values for investment properties are calculated using the present value income approach. The main assumptions
underlying the valuations are in relation to rent profile and yields.
15 Joint ventures
The Group's principal joint ventures own and manage investment and development property.
2015
intu St David's, Puerto intu
Merry Hill Cardiff Venecia Asturias Other Total
GBPm GBPm GBPm GBPm GBPm GBPm
At 1 January 2015 433.0 310.9 – 47.3 60.3 851.5
Puerto Venecia, Zaragoza (note 27) – – 86.1 – – 86.1
Share of underlying profit 7.5 13.8 0.6 0.6 2.2 24.7
Share of other net profit/(loss) 12.2 61.4 (0.8) 8.4 2.7 83.9
Share of profit/(loss) 19.7 75.2 (0.2) 9.0 4.9 108.6
Distributions (5.7) – – – (3.3) (9.0)
Repayment of capital – – – – (25.6) (25.6)
Loan advances – – – – 0.8 0.8
Loan repayments – (17.6) – – – (17.6)
Foreign exchange movements – – – (2.9) – (2.9)
At 31 December 2015 447.0 368.5 85.9 53.4 37.1 991.9
Represented by:
Loans to joint venture 386.2 111.0 82.3 29.3 2.3 611.1
Group's share of net assets 60.8 257.5 3.6 24.1 34.8 380.8
2014
intu St David's, int
Merry Hill Cardiff Asturias Other Total
GBPm GBPm GBPm GBPm GBPm
At 1 January 2014 – 194.6 – 14.9 209.5
Acquisition of intu Merry Hill 403.8 – – – 403.8
intu Uxbridge – – – 43.0 43.0
intu Asturias – – 71.3 – 71.3
Other additions – – – 0.4 0.4
Share of underlying profit 5.1 11.3 0.4 1.8 18.6
Share of other net profit 26.8 38.8 13.9 1.6 81.1
Share of profit 31.9 50.1 14.3 3.4 99.7
Distributions (2.7) – – (2.2) (4.9)
Repayment of capital – – (14.3) – (14.3)
Loan advances – 79.7 17.1 0.8 97.6
Loan repayments – (13.5) (39.2) – (52.7)
Foreign exchange movements – – (1.9) – (1.9)
At 31 December 2014 433.0 310.9 47.3 60.3 851.5
Represented by:
Loans to joint venture 386.2 128.6 31.6 1.9 548.3
Group's share of net assets 46.8 182.3 15.7 58.4 303.2
At 31 December 2015, the boards of joint ventures had approved GBP5.3 million (2014: GBP0.5 million) of future expenditure for the purchase,
construction, development and enhancement of investment property. Of this, GBP2.0 million (2014: GBP0.1 million) is contractually committed.
These amounts represent the Group's share.
Set out below is the summarised information of the Group's joint ventures with financial information presented at 100 per cent. The
summarised income statement of Puerto Venecia, Zaragoza is presented for the period from 30 September 2015 when it became a joint
venture.
2015
intu St David's, Puerto intu
Merry Hill Cardiff Venecia Asturias Other Total
GBPm GBPm GBPm GBPm GBPm GBPm
Summary information
Group's interest 50% 50% 50% 50%
Principal place of business England Wales Spain Spain
Summarised income statement
Revenue 58.8 41.0 5.4 13.2 19.6 138.0
Net rental income 43.3 27.6 4.5 9.9 13.4 98.7
Net other income – 0.1 – – – 0.1
Revaluation of investment and development
property 24.4 122.7 (0.9) 20.0 13.9 180.1
Administration expenses - underlying (1.2) – (0.3) (0.7) (2.1) (4.3)
Administration expenses - exceptional – – (0.2) (0.7) – (0.9)
Finance costs (27.2) – (3.0) (8.0) (0.5) (38.7)
Finance income 0.1 – – – – 0.1
Change in fair value of derivative financial
instruments – – (0.5) (0.9) – (1.4)
Taxation – underlying – – – (0.1) – (0.1)
Taxation – exceptional – – – (1.5) – (1.5)
Profit/(loss) 39.4 150.4 (0.4) 18.0 24.7 232.1
Group's share of profit/(loss) 19.7 75.2 (0.2) 9.0 4.9 108.6
Summarised balance sheet
Investment and development property 895.8 718.1 331.5 177.8 252.2 2,375.4
Other non-current assets 1.1 2.8 0.4 4.0 4.4 12.7
Total non-current assets 896.9 720.9 331.9 181.8 256.6 2,388.1
Cash and cash equivalents 18.6 7.7 13.0 8.5 7.3 55.1
Other current assets 4.9 23.7 2.3 2.6 6.1 39.6
Total current assets 23.5 31.4 15.3 11.1 13.4 94.7
Current financial liabilities (5.3) (1.2) (3.9) (3.6) (2.4) (16.4)
Other current liabilities (21.1) (14.1) (7.4) (0.3) (3.7) (46.6)
Total current liabilities (26.4) (15.3) (11.3) (3.9) (6.1) (63.0)
Partners' loans (772.4) (222.0) (164.6) (58.6) (131.1) (1,348.7)
Non-current financial liabilities – – (164.1) (70.0) – (234.1)
Other non-current liabilities – – – (12.2) – (12.2)
Total non-current liabilities (772.4) (222.0) (328.7) (140.8) (131.1) (1,595.0)
Net assets 121.6 515.0 7.2 48.2 132.8 824.8
Group's share of net assets 60.8 257.5 3.6 24.1 34.8 380.8
2014
intu St David's, intu
Merry Hill Cardiff Asturias Other Total
GBPm GBPm GBPm GBPm GBPm
Summary information
Group's interest 50% 50% 50%
Principal place of business England Wales Spain
Summarised income statement
Revenue 43.0 38.8 10.5 12.0 104.3
Net rental income 29.6 27.2 6.8 8.7 72.3
Net other income – 1.2 – – 1.2
Revaluation of investment and development property 53.7 75.5 28.8 1.5 159.5
Administration expenses (0.7) (0.1) (0.7) (0.8) (2.3)
Finance costs (18.8) (5.6) (5.4) – (29.8)
Finance income 0.1 – 0.1 – 0.2
Change in fair value of derivative financial instruments – 2.0 (0.9) – 1.1
Profit 63.9 100.2 28.7 9.4 202.2
Group's share of profit 31.9 50.1 14.3 3.4 99.7
Summarised balance sheet
Investment and development property 868.9 594.1 164.4 245.1 1,872.5
Other non-current assets 0.5 20.6 4.4 2.3 27.8
Total non-current assets 869.4 614.7 168.8 247.4 1,900.3
Cash and cash equivalents 30.0 13.1 12.1 9.0 64.2
Other current assets 5.9 7.5 1.6 1.9 16.9
Total current assets 35.9 20.6 13.7 10.9 81.1
Current financial liabilities (17.8) (0.3) (3.8) (1.6) (23.5)
Other current liabilities (21.4) (13.3) (0.9) (5.3) (40.9)
Total current liabilities (39.2) (13.6) (4.7) (6.9) (64.4)
Partners' loans (772.5) (257.2) (63.2) (1.4) (1,094.3)
Non-current financial liabilities – – (72.0) – (72.0)
Other non-current liabilities – – (11.2) – (11.2)
Total non-current liabilities (772.5) (257.2) (146.4) (1.4) (1,177.5)
Net assets 93.6 364.5 31.4 250.0 739.5
Group's share of net assets 46.8 182.3 15.7 58.4 303.2
16 Investment in associates
2015 2014
GBPm GBPm
At 1 January 38.0 35.8
Additions 10.0 –
Share of profit of associates 6.0 0.8
Foreign exchange movements 0.7 1.4
At 31 December 54.7 38.0
Investment in associates comprises a 32.4 per cent holding in the ordinary shares of Prozone Intu Properties Limited ('Prozone') and
a 26.8 per cent holding in the ordinary shares of Empire Mall Private Limited ('Empire'). Both companies are incorporated in India.
During 2015 Empire, a subsidiary of Prozone, initiated a rights issue to raise INR1.6 billion. Prozone did not take up its rights and
hence its investment in Empire reduced from 61.5 per cent to 34.7 per cent. The Group took up these unclaimed rights resulting in a
GBP10 million (INR1.0 billion), 26.8 per cent direct holding in Empire.
The rights issue was priced at a discount to the net asset value of Empire resulting in a gain of GBP8.1 million on acquisition which is
recorded through the share of profit of associates. Conversely the carrying value of the investment in Prozone reduced by GBP2.6
million reflecting that company's failure to take up its rights and this is also reflected through the share of profit of associates.
17 Other investments
2015 2014
GBPm GBPm
At 1 January 189.7 154.9
Additions – 3.8
Disposals (4.5) –
Revaluation 12.8 21.1
Foreign exchange movements 12.3 9.9
At 31 December 210.3 189.7
These investments are available-for-sale investments and are analysed by type as follows:
2015 2014
GBPm GBPm
Listed securities – equity 0.9 5.0
Unlisted securities – equity 209.4 184.7
210.3 189.7
Listed investments are accounted for at fair value using the bid market value at the reporting date. The Group's unlisted securities all
relate to the 11.4 million units in a US venture controlled by Equity One, convertible into Equity One shares and therefore the fair value of
the investment is measured by reference to the Equity One share price. On 19 January 2016, the Group disposed of this interest in
Equity One receiving GBP201.9 million.
18 Trade and other receivables
2015 2014
GBPm GBPm
Current
Trade receivables 23.5 24.6
Amounts owed by joint ventures 8.5 20.5
Other receivables 17.5 16.8
Prepayments and accrued income 59.3 52.8
Trade and other receivables – current 108.8 114.7
Non-current
Other receivables 0.1 11.4
Prepayments and accrued income 89.2 88.3
Trade and other receivables – non-current 89.3 99.7
Included within prepayments and accrued income for the Group of GBP148.5 million (2014: GBP141.1 million) are tenant lease incentives
of GBP101.0 million (2014: GBP96.9 million).
19 Cash and cash equivalents
2015 2014
GBPm GBPm
Unrestricted cash 273.6 212.5
Restricted cash 2.2 17.5
Cash and cash equivalents 275.8 230.0
In 2015, restricted cash primarily relates to cash deposits to fund compulsory purchase orders related to the intu Watford extension.
In 2014, restricted cash represented the deposit paid in relation to the acquisition of Puerto Venecia, Zaragoza.
A number of the Group's borrowing arrangements place certain restrictions on the rent received each quarter. These do not prevent
access to or use of this funding within the borrowing entities, however they do place certain restrictions on moving those funds
around the wider group, typically requiring debt servicing costs to be paid before restrictions are lifted.
20 Trade and other payables
2015 2014
GBPm GBPm
Current
Rents received in advance 99.3 97.2
Trade payables 4.6 2.7
Amounts owed to joint ventures 0.4 2.7
Accruals and deferred income 132.0 110.7
Other payables 12.1 11.6
Other taxes and social security 27.1 26.6
Trade and other payables 275.5 251.5
21 Borrowings
2015
Carrying Fixed Floating Fair
value Secured Unsecured rate rate value
GBPm GBPm GBPm GBPm GBPm GBPm
Current
Bank loans and overdrafts 122.8 122.8 – – 122.8 122.8
Commercial mortgage backed securities ("CMBS") notes 14.1 14.1 – 14.1 – 16.4
Current borrowings, excluding finance leases 136.9 136.9 – 14.1 122.8 139.2
Finance lease obligations 2.4 2.4 – 2.4 – 2.4
139.3 139.3 – 16.5 122.8 141.6
Non-current
Revolving credit facility 2020 353.7 353.7 – – 353.7 353.7
CMBS notes 2019 19.6 19.6 – 19.6 – 20.2
CMBS notes 2022 50.9 50.9 – 50.9 – 60.6
CMBS notes 2024 87.5 87.5 – 87.5 – 91.4
CMBS notes 2029 83.7 83.7 – 83.7 – 94.1
CMBS notes 2033 339.0 339.0 – 339.0 – 400.1
CMBS notes 2035 188.4 188.4 – – 188.4 194.7
Bank loans 2017 346.9 346.9 – – 346.9 346.9
Bank loans 2020 380.0 380.0 – – 380.0 380.0
Bank loan 2021 120.6 120.6 – – 120.6 120.6
3.875% bonds 2023 441.3 441.3 – 441.3 – 461.3
4.125% bonds 2023 476.6 476.6 – 476.6 – 504.0
4.625% bonds 2028 341.2 341.2 – 341.2 – 380.8
4.250% bonds 2030 344.5 344.5 – 344.5 – 358.1
Debenture 2027 228.2 228.2 – 228.2 – 227.7
2.5% convertible bonds 2018 (note 22) 326.4 – 326.4 326.4 – 326.4
Non-current borrowings, excluding finance leases
and Metrocentre compound financial instrument 4,128.5 3,802.1 326.4 2,738.9 1,389.6 4,320.6
Metrocentre compound financial instrument 172.0 – 172.0 172.0 – 172.0
Finance lease obligations 31.8 31.8 – 31.8 – 31.8
4,332.3 3,833.9 498.4 2,942.7 1,389.6 4,524.4
Total borrowings 4,471.6 3,973.2 498.4 2,959.2 1,512.4 4,666.0
Cash and cash equivalents (275.8
Net debt 4,195.8
Current
Bank loans and overdrafts 1.7 1.7 – – 1.7 1.7
Commercial mortgage backed securities ("CMBS") notes 16.5 16.5 – 13.3 3.2 19.1
Current borrowings, excluding finance leases 18.2 18.2 – 13.3 4.9 20.8
Finance lease obligations 3.1 3.1 – 3.1 – 3.1
21.3 21.3 – 16.4 4.9 23.9
Non-current
Revolving credit facility 2019 230.0 230.0 – – 230.0 230.0
CMBS notes 2019 19.5 19.5 – 19.5 – 20.3
CMBS notes 2022 51.2 51.2 – 51.2 – 62.8
CMBS notes 2024 87.4 87.4 – 87.4 – 95.4
CMBS notes 2029 88.6 88.6 – 88.6 – 101.9
CMBS notes 2033 351.8 351.8 – 351.8 – 429.5
CMBS notes 2035 186.2 186.2 – – 186.2 208.4
Bank loans 2016 330.8 330.8 – – 330.8 330.8
Bank loan 2017 166.5 166.5 – – 166.5 166.5
Bank loan 2018 347.9 347.9 – – 347.9 347.9
Bank loan 2021 120.3 120.3 – – 120.3 120.3
3.875% bonds 2023 440.2 440.2 – 440.2 – 474.1
4.125% bonds 2023 475.8 475.8 – 475.8 – 518.4
4.625% bonds 2028 340.6 340.6 – 340.6 – 392.7
4.250% bonds 2030 344.5 344.5 – 344.5 – 376.8
Debenture 2027 227.9 227.9 – 227.9 – 241.0
2.5% convertible bonds 2018 (note 22) 325.6 – 325.6 325.6 – 325.6
Non-current borrowings, excluding finance leases
and Metrocentre compound financial instrument 4,134.8 3,809.2 325.6 2,753.1 1,381.7 4,442.4
Metrocentre compound financial instrument 166.1 – 166.1 166.1 – 166.1
Finance lease obligations 31.8 31.8 – 31.8 – 31.8
4,332.7 3,841.0 491.7 2,951.0 1,381.7 4,640.3
Total borrowings 4,354.0 3,862.3 491.7 2,967.4 1,386.6 4,664.2
Cash and cash equivalents (230.0)
Net debt 4,124.0
Analysis of the Group's net external debt is provided in the other information section.
The fair value of fixed rate borrowings and CMBS is assessed based on quoted market prices, and as such are categorised as Level
1 in the fair value hierarchy. The fair values of unlisted floating rate borrowings are equal to their carrying value.
The maturity profile of debt (excluding finance leases) is as follows:
2015 2014
GBPm GBPm
Repayable within one year 136.9 18.2
Repayable in more than one year but not more than two years 346.6 328.4
Repayable in more than two years but not more than five years 1,150.5 1,148.1
Repayable in more than five years 2,803.4 2,824.4
4,437.4 4,319.1
Certain borrowing agreements contain financial and other conditions that, if contravened, could alter the repayment profile. During
the year there were no breaches of these conditions (see financial covenants section).
As at 31 December 2015 the Group had committed borrowing facilities of GBP640.7 million, GBP600.0 million expiring in 2020 and GBP40.7
million expiring in 2021. At 31 December 2015, GBP287.0 million was undrawn (2014: facilities GBP640.7 million, undrawn GBP410.7 million).
Finance lease disclosures:
2015 2014
GBPm GBPm
Minimum lease payments under finance leases fall due:
Not later than one year 4.2 4.2
Later than one year and not later than five years 17.0 17.0
Later than five years 62.5 64.3
83.7 85.5
Future finance charges on finance leases (49.5) (50.6)
Present value of finance lease liabilities 34.2 34.9
Present value of finance lease liabilities:
Not later than one year 2.4 3.1
Later than one year and not later than five years 13.9 13.5
Later than five years 17.9 18.3
34.2 34.9
Finance lease liabilities are in respect of head leases on investment property. A number of these leases provide for payment of
contingent rent, usually a proportion of net rental income, in addition to the rents above.
22 Convertible bonds
2.5 per cent convertible bonds ("the 2.5 per cent bonds")
On 4 October 2012 Intu (Jersey) Limited (the "Issuer") issued GBP300.0 million 2.5 per cent Guaranteed Convertible Bonds due 2018 at par
all of which remain outstanding at 31 December 2015. At 31 December 2015 the exchange price was GBP3.4398 per ordinary share. intu
properties plc has unconditionally and irrevocably guaranteed the due and punctual performance by the Issuer of all of its obligations
(including payments) in respect of the 2.5 per cent bonds and the obligations of the Company, as guarantor, constitute direct,
unsubordinated and unsecured obligations of the Company.
Subject to certain conditions, the 2.5 per cent bonds are convertible into preference shares of the Issuer which are automatically
transferred to the Company in exchange for ordinary shares in the Company or (at the Company's election) any combination of ordinary
shares and cash. The 2.5 per cent bonds can be converted at any time from 14 November 2012 up to the 20th dealing day before the
maturity date.
The initial exchange price was GBP4.3752 per ordinary share, a conversion rate of approximately 22,856 ordinary shares for every GBP100,000
nominal of the 2.5 per cent bonds. Under the terms of the 2.5 per cent bonds, the exchange price is adjusted upon certain events
including the rights issue on 22 April 2014 and the payment of dividends by the Company.
The 2.5 per cent bonds may be redeemed at par at the Company's option subject to the Company's ordinary share price having traded at
30 per cent above the conversion price for a specified period, or at any time once 85 per cent by nominal value of the 2.5 per cent bonds
originally issued have been converted or cancelled. If not previously converted, redeemed or purchased and cancelled, the 2.5 per cent
bonds will be redeemed at par on 4 October 2018.
The 2.5 per cent bonds are designated as at fair value through profit or loss and so are presented on the balance sheet at fair value with
all gains and losses taken to the income statement through the changes in fair value of financial instruments line. At 31 December 2015,
the fair value of the 2.5 per cent bonds was GBP326.4 million (2014: GBP325.6 million), with the change in fair value reflected in note 9. The 2.5
per cent bonds are listed on the Professional Securities Market of the London Stock Exchange.
During the year interest of GBP7.5 million (2014: GBP7.5 million) in respect of these bonds has been recognised within finance costs.
3.75 per cent convertible bonds ("the 3.75 per cent bonds")
In 2011 intu properties plc issued GBP154.3 million, 3.75 per cent perpetual subordinated convertible bonds, with a conversion price of
GBP4.00 per ordinary share, in connection with the acquisition of intu Trafford Centre. These were accounted for as equity at their fair value
on issue which totalled GBP143.7 million. Following the rights issue on 22 April 2014, the conversion price was adjusted to GBP3.64 per
ordinary share. On 2 July 2014 a conversion notice was issued for all the bonds resulting in 42,394,779 new ordinary shares being
issued.
During 2014 interest of GBP2.9 million was recognised directly in equity. This is deducted in arriving at earnings per share (see note 12).
23 Deferred tax
Under IAS 12 Income Taxes, provision is made for the deferred tax assets and liabilities associated with the revaluation of assets
and liabilities at the corporate tax rate expected to apply to the Group at the time the temporary differences are expected to reverse.
For those UK assets and liabilities benefitting from REIT exemption, the relevant tax rate will be 0 per cent (2014: 0 per cent), for
other UK assets and liabilities the relevant rate will be 20 per cent if the temporary difference is expected to be realised before 1 April
2017, 19 per cent if it is expected to be realised on or after 1 April 2017 but before 1 April 2020 and 18 per cent if it is expected to be
realised on or after 1 April 2020 (2014: 20 per cent). For other assets and liabilities the tax rate will be the relevant expected
corporate tax rate in the relevant country.
Movements in the provision for deferred tax:
Investment
and Derivative Other
development Other financial temporary
property investments instruments differences Total
GBPm GBPm GBPm GBPm GBPm
Provided deferred tax provision/(asset):
At 1 January 2014 12.0 8.4 (8.0) (0.4) 12.0
Recognised in the income statement – (0.9) (5.6) (0.1) (6.6)
Recognised in other comprehensive income – 6.6 – – 6.6
Disposal of subsidiaries (12.0) – – – (12.0)
At 31 December 2014 – 14.1 (13.6) (0.5) –
Acquisition of Puerto Venecia, Zaragoza 6.1 – – (6.1) –
Recognised in the income statement (0.8) (0.2) (2.8) (1.2) (5.0)
Recognised in other comprehensive income – 5.0 – – 5.0
Foreign exchange movements (0.2) – – 0.2 –
Disposal of subsidiaries (5.1) – – 5.1 –
At 31 December 2015 – 18.9 (16.4) (2.5) –
At 31 December 2015, the Group had unrecognised deferred tax assets calculated at a tax rate of 18 per cent (2014: 20 per cent) of
GBP54.2 million (2014: GBP55.7 million) for surplus UK revenue tax losses carried forward, GBP31.3 million (2014: GBP40.0 million) for
temporary differences on derivative financial instruments and GBP0.6 million (2014: GBP0.5 million) for temporary differences on capital
allowances.
In accordance with the requirements of IAS 12 Income Taxes, the deferred tax asset has not been recognised in the Group financial
statements due to uncertainty over the level of profits that will be available in the non-REIT elements of the Group in future periods.
24 Share capital and share premium
Share Share
capital premium
GBPm GBPm
Issued and fully paid:
At 31 December 2014: 1,316,838,051 ordinary shares of 50p each 658.4 1,222.0
Ordinary shares issued 13.9 81.1
At 31 December 2015: 1,344,661,827 ordinary shares of 50p each 672.3 1,303.1
During the year the Company issued a total of 75,777 ordinary shares in connection with the exercise of options by employees and former
employees under the intu properties plc approved share option scheme and the intu properties plc unapproved share option scheme. As
a result the Company's share capital increased by GBP0.1 million and share premium by GBP0.2 million.
On 20 May 2015 the Company issued 6,256,075 new ordinary shares of 50p each to entities in the Peel Group at GBP3.4635 per share in
connection with the purchase of the two parcels of land in the province of Málaga, Spain. As a result share capital increased by GBP3.1
million and share premium by GBP18.6 million. See note 31.
On 28 May 2015 and 24 November 2015, the Company issued 16,071,625 and 5,420,299 new ordinary shares of 50p each respectively
to shareholders who elected to receive their 2014 final and 2015 interim dividends in shares under the Scrip Dividend Scheme. The value
of the Scrip Shares was calculated in accordance with the terms of the Scrip Dividend Scheme, being the average middle market
quotations for each day between 24 March to 30 March 2015 inclusive and between 2 October to 8 October 2015 respectively less the
gross amount of dividend payable. As a result the Company's share capital increased by GBP10.7 million and share premium by GBP62.3
million.
At 26 February 2016 the Company had an unexpired authority to repurchase shares up to a maximum of 131,683,805 shares with a
nominal value of GBP65.8 million, and the Directors have an unexpired authority to allot up to a maximum of 438,946,017 shares with a
nominal value of GBP219.5 million.
Included within the issued share capital as at 31 December 2015 are 12,712,516 ordinary shares (2014: 13,131,185) held by the Trustee
of the ESOP which is operated by the Company (note 25). The nominal value of these shares at 31 December 2015 is GBP6.4 million (2014:
GBP6.6 million).
25 Employee Share Ownership Plan ("ESOP")
The cost of shares in intu properties plc held by the Trustee of the Employee Share Ownership Plan operated by the Company is
accounted for as a deduction from equity.
The purpose of the ESOP is to acquire and hold shares which will be transferred to employees in the future under the Group's
employee incentive arrangements, including joint ownership of shares in its role as Trustee of the Joint Share Ownership Plan.
Dividends of GBP1.6 million (2014: GBP1.4 million) in respect of these shares have been waived by agreement.
2015 2014
Shares Shares
million GBPm million GBPm
At 1 January 13.1 45.1 12.6 48.2
Adjustment for rights issue – – 1.3 –
Acquisitions 0.5 1.6 0.3 1.0
Disposals (0.9) (3.4) (1.1) (4.1)
At 31 December 12.7 43.3 13.1 45.1
26 Business combinations
On 19 January 2015 the Group acquired 100 per cent of the share capital of Puerto Venecia Investments SOCIMI S.A. for total cash
consideration of EUR273.5 million (GBP208.8 million). The cash flow statement outflow of GBP203.1 million reflects the GBP208.8 million less the
unrestricted cash acquired of GBP5.7 million. Acquisition related costs of GBP1.1 million were incurred and recognised in the income
statement in exceptional administration expenses during 2014 and 2015.
The company acquired owns Puerto Venecia, a shopping centre in Zaragoza, Spain.
The fair value of assets and liabilities acquired is set out in the table below:
Fair value
GBPm
Assets
Investment and development property (EUR450.8 million) 344.2
Cash and cash equivalents (including restricted cash of GBP2.4 million) 8.1
Derivative financial instruments 0.1
Trade and other receivables 2.6
Total assets 355.0
Liabilities
Trade and other payables (7.2)
Borrowings (138.2)
Total liabilities (145.4)
Net assets 209.6
Fair value of consideration received 208.8
Gain on acquisition of business 0.8
The fair value of the assets and liabilities acquired exceeds the fair value of the consideration and as a result a gain of GBP0.8 million is
recognised in the income statement on acquisition.
During the year the acquired business contributed GBP16.5 million to the revenue of the Group and GBP2.6 million to the profit of the
Group.
Had the acquired business been consolidated from 1 January 2015, the 2015 consolidated income statement would show revenue of
GBP572.3 million. The Group's reported profit would be unchanged.
27 Disposal of subsidiaries
On 30 September 2015, the Group sold 50 per cent of its interest in Intu Zaragoza S.à r.l., a wholly owned subsidiary, to CPPIB for
consideration of EUR122.3 million (GBP90.1 million). Intu Zaragoza S.à r.l. owns, through its subsidiaries, Puerto Venecia, Zaragoza.
Following this transaction Puerto Venecia has ceased to be accounted for as a subsidiary and is now a joint venture. Therefore the
assets and liabilities of Puerto Venecia are no longer recorded at 100 per cent in the Group's balance sheet but the remaining 50 per
cent interest is included in the investment in joint ventures at an initial value of GBP86.1 million. As a result of this transaction the Group
has recorded a gain on disposal of GBP2.2 million in the income statement. The cash flow statement records a net inflow of GBP81.0
million being cash received of GBP90.1 million net of cash in the business of GBP9.1 million.
The assets and liabilities of the subsidiary disposed of, at 100 per cent, are set out below:
GBPm
Assets
Investment and development property (EUR450.8 million) 331.7
Cash and cash equivalents (including restricted cash of GBP2.4 million) 11.5
Trade and other receivables 2.5
Total assets 345.7
Liabilities
Trade and other payables (6.3)
Derivative financial instruments (1.8)
Borrowings (161.8)
Total liabilities (169.9)
Net assets 175.8
Net assets (at 50 per cent) 87.9
Fair value of consideration received 90.1
Gain on disposal of subsidiaries 2.2
28 Capital commitments
At 31 December 2015 the Board had approved GBP59.9 million (2014: GBP80.1 million) of future expenditure for the purchase,
construction, development and enhancement of investment property. Of this, GBP21.2 million (2014: GBP30.7 million) is contractually
committed. The majority of this is expected to be spent in 2016.
29 Contingent liabilities
At 31 December 2015 the Group has no contingent liabilities requiring disclosure under IAS 37 Provisions, Contingent Liabilities and
Contingent Assets.
30 Cash generated from operations
2015 2014
Notes GBPm GBPm
Profit before tax, joint ventures and associates 398.4 493.2
Remove:
Revaluation of investment and development property 14 (264.9) (567.8)
Loss/(gain) on acquisition of businesses 4 0.8 (1.6)
Gain on disposal of subsidiaries 27 (2.2) (0.6)
Gain on sale of other investments (0.9) –
Depreciation 2.6 2.1
Share-based payments 4.8 2.5
Lease incentives and letting costs (5.8) (8.3)
Finance costs 6 206.6 197.1
Finance income 7 (18.7) (11.9)
Other finance costs 8 37.3 56.8
Change in fair value of financial instruments 9 (6.0) 157.6
Changes in working capital:
Change in trade and other receivables 14.4 (29.6)
Change in trade and other payables 0.1 3.2
Cash generated from operations 366.5 292.7
31 Related party transactions
Key management(1) compensation is analysed below:
2015 2014
GBPm GBPm
Salaries and short-term employee benefits 5.7 5.4
Pensions and other post-employment benefits 0.3 0.4
Share-based payments 3.8 1.6
Compensation for loss of office 0.2 –
10.0 7.4
(1) Key management comprises the Directors of intu properties plc and employees who have been designated as persons discharging managerial responsibility.
As John Whittaker, Deputy Chairman and Non-Executive Director of intu properties plc, is the Chairman of the Peel Group, members
of the Peel Group are considered to be related parties. Total transactions between the Group and members of the Peel Group are
shown below:
2015 2014
GBPm GBPm
Income 1.1 1.6
Expenditure (0.5) (0.9)
Income predominantly relates to leases of office space and a contract to provide advertising services. Expenditure predominantly
relates to costs incurred under a management services agreement and the supply of utilities. All contracts are on an arm's length
basis at commercial rates. Following shareholder approval in December 2015, the Group agreed terms on a 5 year, GBP550,000 per
annum lease on a 30.96 acre site known as King George V Docks (West) to Clydeport Operations Limited (a member of the Peel
Group) with effect from 30 December 2015.
Balances outstanding between the Group and members of the Peel Group as at 31 December 2015 and 31 December 2014 are shown
below:
2015 2014
GBPm GBPm
Amounts owed by members of the Peel Group 0.1 0.2
Amounts owed to members of the Peel Group (0.2) –
Under the terms of the Group's acquisition of intu Trafford Centre from the Peel Group, the Peel Group have provided a guarantee in
respect of Section 106 planning obligation liabilities at Barton Square which as at 31 December 2015 totalled GBP11.7 million (2014:
GBP11.6 million).
In 2012, the Group acquired for EUR2.5 million, alongside a refundable deposit of EUR7.5 million, a three year option to purchase two
parcels of land in the province of Málaga, Spain from Peel Holdings Limited.
Following shareholder approval at a general meeting on 15 April 2015 the Group exercised the option in May 2015 for consideration
of EUR48.7 million which included the EUR7.5 million deposit paid in 2012.
Under the terms of the agreement, the Peel Group subscribed to EUR30.0 million of ordinary shares in the Company. As a result, the
Company issued 6,256,075 new ordinary shares of 50 pence each. The shares were issued and paid for in cash at GBP3.4635 per
share being the 30-day average of the volume weighted average price of the Company's shares.
32 Events after the reporting period
On 19 January 2016 the Group disposed of its interest in Equity One. See note 17 for details.
33 General information
The Company is a public limited company incorporated in England and Wales and domiciled in the UK. The address of its registered
office is 40 Broadway, London SW1H 0BT.
The Company has its primary listing on the London Stock Exchange. The Company has a secondary listing on the Johannesburg
Stock Exchange, South Africa.
OTHER INFORMATION (unaudited)
INVESTMENT AND DEVELOPMENT PROPERTY (unaudited)
Market Revaluation Net initial "Topped Nominal
value surplus/ yield -up" NIY equivalent
Note
GBPm deficit Ownership (EPRA) (EPRA) yield Occupancy
As at 31 December 2015
Subsidiaries
intu Trafford Centre 2,305.0 +5% 100% 3.7% 3.9% 4.3% 96%
intu Lakeside 1,334.0 +6% 100% 4.2% 4.3% 4.7% 95%
952.3 +1% 90% A 4.7% 4.9% 5.4%
intu Metrocentre 94%
intu Braehead 585.5 –3% 100% 3.9% 4.3% 6.0% 94%
intu Derby 447.0 +5% 100% 5.9% 6.5% 6.0% 99%
445.0 +3% 48% B 4.6% 4.7% 5.1% 99%
Manchester Arndale
intu Victoria Centre 356.0 +10% 100% 4.3% 4.6% 6.0% 93%
intu Watford 336.0 – 93% 4.7% 4.9% 6.3% 94%
intu Eldon Square 299.7 +8% 60% 4.1% 4.9% 5.9% 99%
intu Milton Keynes 280.0 – 100% 4.1% 4.4% 4.8% 97%
intu Chapelfield 272.5 +4% 100% 5.3% 5.5% 5.8% 100%
Cribbs Causeway 245.1 – 33% C 4.4% 4.6% 5.4% 96%
intu Potteries 175.1 – 100% 4.7% 5.4% 7.5% 95%
intu Bromley 174.1 – 64% 5.5% 5.7% 7.1% 94%
263.4 D
Other
Investment and development 8,470.7
property excluding Group's
share of joint ventures
Joint ventures
intu Merry Hill 448.4 +3% 50% 4.5% 4.7% 4.9% 96%
St David's, Cardiff 368.6 +21% 50% 4.0% 4.2% 4.7% 94%
Puerto Venecia, Zaragoza 166.1 – E/F 50% 5.0% 5.0% 6.3% 95%
intu Asturias 89.1 +13% F 50% 5.1% 5.5% 5.3% 100%
59.5 G
Other
Investment and development
property including Group's
share of joint ventures 9,602.4 4.29% 4.52% 5.14% 96%
As at 31 December 2014 including
Group's share of joint ventures 8,963.4 4.36% 4.60% 5.32% 95%
Notes
A
Interest shown is that of The Metrocentre Partnership in intu Metrocentre (90 per cent) and the Metro Retail Park (100 per cent). The Group
has a 60 per cent interest in The Metrocentre Partnership which is consolidated as a subsidiary of the Group.
B
The Group's interest is through a joint operation ownership of a 95 per cent interest in Manchester Arndale, and a 90 per cent interest
in New Cathedral Street, Manchester.
C
The Group's interest is through a joint operation ownership of a 66 per cent interest in The Mall at Cribbs Causeway and a 100 per cent interest
in The Retail Park, Cribbs Causeway.
D
Includes the Group's interests in intu Broadmarsh, Soar at intu Braehead, development land in Spain and Sprucefield, Northern Ireland.
E
Revaluation surplus assessed from date of acquisition.
F
Calculated in local currency.
G
Includes the Group's interest in intu Uxbridge.
31 December 31 December
2015 2014
GBPm GBPm
Passing rent 411.7 401.4
Annual property income 448.5 436.2
ERV 531.2 515.3
Weighted average unexpired lease term 7.9 years 7.4 years
Please refer to the glossary for definitions.
Analysis of capital return in the year
Revaluation
Market value surplus/(deficit)
2015 2014 2015
GBPm GBPm GBPm %
Like-for-like property 9,291.9 8,887.8 355.0 4.0
Puerto Venecia, Zaragoza 166.1 – (1.5) n/a
Developments 144.4 75.6 (2.8) n/a
Total investment and development property 9,602.4 8,963.4 350.7 n/a
FINANCIAL COVENANTS (unaudited)
Intu (SGS) Finance plc and Intu (SGS) Finco Limited ("Secured Group Structure")
Interest Interest
Loan LTV LTV cover cover
GBPm Maturity covenant actual covenant actual
Term loan 351.8 2020
3.875 per cent bonds 450.0 2023
4.625 per cent bonds 350.0 2028
4.250 per cent bonds 350.0 2030
1,501.8 80% 45% 125% 242%
Covenants are tested on the Security Group, the principal assets of which are intu Lakeside, intu Braehead, intu Watford, intu
Victoria Centre, intu Chapelfield and intu Derby.
The structure has a tiered operating covenant regime giving the Group a significant degree of flexibility when the covenants are
below certain levels. In higher tiers the level of flexibility is reduced. The Group retains operating control below loan to value of 72.5
per cent and interest cover above 1.4x. No financial covenant default occurs unless the loan to value exceeds 80 per cent or the
interest cover falls below 1.25x.
The Trafford Centre Finance Limited
There are no financial covenants on the intu Trafford Centre debt of GBP796.7 million at 31 December 2015. However a debt service
cover ratio is assessed quarterly and where this falls below specified levels restrictions come into force. The loan to 31 December
2015 market value ratio is 36 per cent. No restrictions are in place at present.
Intu Metrocentre Finance plc
Interest Interest
Loan LTV LTV cover cover
(*)
GBPm Maturity covenant actual covenant actual
4.125 per cent bonds 485.0 2023 100% 51% 125% 207%
The structure's covenant regime gives the Group a significant degree of flexibility when the covenants are below certain levels. The
Group retains operating control below loan to value of 70 per cent and interest cover above 1.4x. No financial covenant default occurs
unless loan to value exceeds 100 per cent or interest cover falls below 1.25x.
Other asset-specific debt
Loan
outstanding at Loan to Interest Interest
31 December 20151 LTV 31 December 2015 cover cover
GBPm Maturity covenant market value2 covenant actual3
intu Bromley(4) 112.6 2016 80% 64% 120% 371%
intu Merry Hill 191.3 2017 65% 43% 150% 268%
intu Milton Keynes 125.2 2017 65% 45% 150% 251%
Barton Square 42.5 2017 65% 47% 175% 233%
Sprucefield 33.2 2020 65% 49% 150% 353%
intu Uxbridge(5) 26.0 2020 70% 56% 125% 175%
St David's, Cardiff 122.5 2021 65% 33% 150% 298%
intu Asturias(5) EUR47.4 2019 65% 39% 150% 288%
Puerto Venecia,
Zaragoza(5) EUR112.5 2019 65% 50% 150% 305%
(1) The loan values are the actual principal balances outstanding at 31 December 2015.
(2) The loan to 31 December 2015 market value provides an indication of the impact the 31 December 2015 property valuations could have on the
LTV covenants. The actual timing and manner of testing LTV covenants varies and is loan specific.
(3) Based on latest certified figures, calculated in accordance with loan agreements, which have been submitted between 31 December 2015 and
31 January 2016. The calculations are loan specific and include a variety of historical, forecast and in certain instances a combined historical and
forecast basis.
(4) In January 2016, the loan secured on intu Bromley was settled and replaced by a new GBP95.8 million loan.
(5) Debt shown consistent with the Group's economic interest.
Intu Debenture plc
Capital Capital Interest Interest
Loan cover cover cover cover
GBPm Maturity covenant actual covenant actual
231.4 2027 150% 248% 100% 119%
The debenture is currently secured on a number of the Group's properties including intu Potteries, intu Eldon Square, intu
Broadmarsh and Soar at intu Braehead.
Should the capital cover or interest cover test be breached, Intu Debenture plc (the "Issuer") has three months from the date of
delivery of the valuation or the latest certificate to the Trustees to make good any deficiencies. The Issuer may withdraw property
secured on the debenture by paying a sum of money or through the substitution of alternative property provided that the capital
cover and interest cover tests are satisfied immediately following the substitution.
Financial covenants on corporate facilities
Interest Interest Borrowings/ Borrowings/
Net worth Net worth cover cover net worth net worth
covenant actual covenant actual covenant actual
GBP600m facility, maturing in 2020(*) GBP1,200m GBP2,340.2m 120% 205% 125% 69%
GBP300m due 2018 2.5 per cent
convertible bonds(**) n/a n/a n/a n/a 175% 13%
(*) Tested on the Borrower Group which excludes, at the Group's election, certain subsidiaries with asset-specific finance. The facility is secured on the
Group's investments in Manchester Arndale and Cribbs Causeway.
(**) Tested on the Group excluding, at the Group's election, the borrowings on certain subsidiaries with asset-specific finance.
Interest rate swaps
The table below sets out the nominal amount and average rate of hedging, excluding lenders' margins, in place under current and forward
starting swap contracts.
Average
Nominal amount rate
GBPm %
In effect on or after:
1 year 1,458.2 3.35
2 years 1,389.2 3.46
5 years 801.7 4.48
10 years 674.1 4.90
15 years 663.2 4.91
20 years 116.7 4.70
FINANCIAL INFORMATION INCLUDING SHARE OF JOINT VENTURES (unaudited)
The information in this section is presented to show the Group including its share of joint ventures. A reconciliation from the
amounts shown in the Group's income statement and balance sheet is provided.
Underlying earnings
2015 2014
Group Group
Group Share of including Group Share of including
underlying joint share of joint underlying joint share of joint
profit ventures ventures profit ventures ventures
GBPm GBPm GBPm GBPm GBPm GBPm
Rent receivable 461.0 53.0 514.0 441.1 39.3 480.4
Service charge income 96.9 10.6 107.5 88.2 9.5 97.7
Facilities management income
from joint ventures 13.7 (5.8) 7.9 7.1 (3.0) 4.1
Revenue 571.6 57.8 629.4 536.4 45.8 582.2
Net rental income 381.8 46.0 427.8 362.6 34.0 396.6
Net other income 6.9 (1.1) 5.8 4.8 – 4.8
Administration expenses (37.3) (0.7) (38.0) (30.8) (0.3) (31.1)
Underlying operating profit 351.4 44.2 395.6 336.6 33.7 370.3
Finance costs (206.6) (2.3) (208.9) (197.1) (4.1) (201.2)
Finance income 18.7 (17.1) 1.6 11.9 (10.7) 1.2
Other finance costs (5.9) – (5.9) (6.1) – (6.1)
Underlying net finance costs (193.8) (19.4) (213.2) (191.3) (14.8) (206.1)
Underlying profit before tax,
joint ventures and associates 157.6 24.8 182.4 145.3 18.9 164.2
Tax on underlying profit (0.5) (0.1) (0.6) (0.6) (0.3) (0.9)
Share of underlying profit of
joint ventures 24.7 (24.7) – 18.6 (18.6) –
Share of underlying profit of
associates 0.2 – 0.2 – – –
Remove amounts attributable
to non-controlling interests 4.6 – 4.6 1.3 – 1.3
Interest on convertible bonds
deducted directly in equity – – – (2.9) – (2.9)
Underlying earnings 186.6 – 186.6 161.7 – 161.7
Consolidated income statements
2015 2014
Group Group
including including
Group Share of share Group Share of share
income joint of joint income joint of joint
statement ventures ventures statement ventures ventures
GBPm GBPm GBPm GBPm GBPm GBPm
Revenue 571.6 57.8 629.4 536.4 45.8 582.2
Net rental income 381.8 46.0 427.8 362.6 34.0 396.6
Net other income 6.9 (1.1) 5.8 4.8 – 4.8
Revaluation of investment and development property 264.9 85.8 350.7 567.8 80.4 648.2
(Loss)/gain on acquisition of subsidiaries (0.8) – (0.8) 1.6 – 1.6
Gain on disposal of subsidiaries 2.2 – 2.2 0.6 – 0.6
Gain on sale of other investments 0.9 – 0.9 – – –
Administration expenses – ongoing (37.3) (0.7) (38.0) (30.8) (0.3) (31.1)
Administration expenses – exceptional (1.0) (0.5) (1.5) (13.8) (0.1) (13.9)
Operating profit 617.6 129.5 747.1 892.8 114.0 1,006.8
Finance costs (206.6) (2.3) (208.9) (197.1) (4.1) (201.2)
Finance income 18.7 (17.1) 1.6 11.9 (10.7) 1.2
Other finance costs (37.3) – (37.3) (56.8) – (56.8)
Change in fair value of financial instruments 6.0 (0.7) 5.3 (157.6) 0.6 (157.0)
Net finance costs (219.2) (20.1) (239.3) (399.6) (14.2) (413.8)
Profit before tax, joint ventures and associates 398.4 109.4 507.8 493.2 99.8 593.0
Share of post-tax profit of joint ventures 108.6 (108.6) – 99.7 (99.7) –
Share of post-tax profit of associates 6.0 – 6.0 0.8 – 0.8
Profit before tax 513.0 0.8 513.8 593.7 0.1 593.8
Current tax (0.4) (0.1) (0.5) (0.5) (0.1) (0.6)
Deferred tax 5.0 (0.7) 4.3 6.6 – 6.6
Taxation 4.6 (0.8) 3.8 6.1 (0.1) 6.0
Profit for the year 517.6 – 517.6 599.8 – 599.8
Balance sheets
2015 2014
Group Group
including including
Group Share of share Group Share of share
balance joint of joint balance joint of joint
sheet ventures ventures sheet ventures ventures
GBPm GBPm GBPm GBPm GBPm GBPm
Assets
Investment and development property 8,403.9 1,119.8 9,523.7 8,019.6 869.2 8,888.8
Investment in joint ventures 991.9 (991.9) – 851.5 (851.5) –
Derivative financial instruments 3.2 – 3.2 9.7 – 9.7
Cash and cash equivalents 275.8 25.6 301.4 230.0 30.1 260.1
Other assets 472.1 20.9 493.0 451.2 29.5 480.7
Total assets 10,146.9 174.4 10,321.3 9,562.0 77.3 9,639.3
Liabilities
Borrowings (4,471.6) (140.9) (4,612.5) (4,354.0) (35.6) (4,389.6)
Derivative financial instruments (341.7) (2.0) (343.7) (356.5) (0.4) (356.9)
Other liabilities (278.7) (31.5) (310.2) (254.7) (41.3) (296.0)
Total liabilities (5,092.0) (174.4) (5,266.4) (4,965.2) (77.3) (5,042.5)
Net assets 5,054.9 – 5,054.9 4,596.8 – 4,596.8
Net external debt
The table below provides a reconciliation between the components of net debt included on the Group's balance sheet and net
external debt including the Group's share of joint ventures' debt and cash.
2015 2014
GBPm GBPm
Total borrowings 4,471.6 4,354.0
Cash and cash equivalents (275.8) (230.0)
Net debt 4,195.8 4,124.0
Metrocentre compound financial instrument (172.0) (166.1)
Net external debt – before Group's share of joint ventures 4,023.8 3,957.9
Add share of borrowings of joint ventures 140.9 35.6
Less share of cash of joint ventures (25.6) (30.1)
Net external debt – including Group's share of joint ventures 4,139.1 3,963.4
Analysed as:
Debt including Group's share of joint ventures 4,440.5 4,223.5
Cash including Group's share of joint ventures (301.4) (260.1)
Net external debt – including Group's share of joint ventures 4,139.1 3,963.4
Debt to assets ratio
2015 2014
GBPm GBPm
Market value of investment and development property 9,602.4 8,963.4
Net external debt (4,139.1) (3,963.4)
Debt to assets ratio 43.1% 44.2%
Pro forma for the GBP201.9 million received on disposal of the Group's interest in Equity One on 19 January 2016, the debt to assets ratio
would be 41.0 per cent at 31 December 2015.
Interest cover
2015 2014
GBPm GBPm
Finance costs (208.9) (201.2)
Finance income 1.6 1.2
Interest on convertible bonds recognised directly in equity – (2.9)
(207.3) (202.9)
Underlying operating profit 395.6 370.3
Less trading property related items – (0.6)
395.6 369.7
Interest cover 1.91x 1.82x
EPRA Cost Ratios
2015 2014
GBPm GBPm
Administration expenses – ongoing 38.0 31.1
Net service charge costs 14.0 11.3
Other non-recoverable costs 49.8 49.1
Remove:
Service charge costs recovered through rents (4.8) (3.3)
EPRA costs – including direct vacancy costs 97.0 88.2
Direct vacancy costs (18.9) (17.9)
EPRA costs – excluding direct vacancy costs 78.1 70.3
Rent receivable 514.0 480.4
Rent payable (22.4) (23.4)
Gross rental income less ground rent payable 491.6 457.0
Remove:
Service charge costs recovered through rents (4.8) (3.3)
Gross rental income 486.8 453.7
EPRA cost ratio (including direct vacancy costs) 19.9% 19.4%
EPRA cost ratio (excluding direct vacancy costs) 16.0% 15.5%
UNDERLYING PROFIT STATEMENT (unaudited)
For the six months ended 31 December 2015
The underlying profit information in the table below shows the Group including its share of joint ventures on a line-by-line basis.
Six months Six months Six months Six months
Year ended Year ended ended ended ended ended
31 December 31 December 31 December 31 December 30 June 30 June
2015 2014 2015 2014 2015 2014
GBPm GBPm GBPm GBPm GBPm GBPm
Net rental income 427.8 396.6 220.2 207.4 207.6 189.2
Net other income 5.8 4.8 3.2 2.8 2.6 2.0
Administration expenses (38.0) (31.1) (21.7) (16.2) (16.3) (14.9)
Underlying operating profit 395.6 370.3 201.7 194.0 193.9 176.3
Finance costs (208.9) (201.2) (103.8) (103.5) (105.1) (97.7)
Finance income 1.6 1.2 1.1 0.7 0.5 0.5
Other finance costs (5.9) (6.1) (3.0) (3.0) (2.9) (3.1)
Underlying net finance costs (213.2) (206.1) (105.7) (105.8) (107.5) (100.3)
Underlying profit before
tax and associates 182.4 164.2 96.0 88.2 86.4 76.0
Tax on underlying profit (0.6) (0.9) (0.3) (0.6) (0.3) (0.3)
Share of underlying profit of
associates 0.2 – 0.1 – 0.1 –
Remove amounts attributable
to non-controlling interests 4.6 1.3 2.1 2.1 2.5 (0.8)
Interest on convertible bonds
deducted directly in equity – (2.9) – – – (2.9)
Underlying earnings 186.6 161.7 97.9 89.7 88.7 72.0
Underlying earnings per
share (pence) 14.2p 13.3p 7.4p 6.9p 6.8p 6.4p
Weighted average number
of shares (million) 1,318.1 1,214.6 1,327.6 1,297.9 1,308.3 1,129.5
For the reconciliation from basic earnings per share see note 12.
GLOSSARY
ABC1 customers
Proportion of customers within UK social groups A, B and C1, defined as members of households whose chief earner's occupation is
professional, higher or intermediate management, or supervisory.
Annual property income
The Group's share of passing rent plus the external valuers' estimate of annual excess turnover rent and sundry income such
as that from car parks and mall commercialisation.
CACI
Provide market research on intu's customers and UK wide location analysis.
Debt to assets ratio
Net external debt divided by the market value of investment and development property.
Diluted figures
Reported amounts adjusted to include the effects of dilutive potential shares issuable under convertible bonds and
employee incentive arrangements.
Earnings per share
Profit for the period attributable to owners of intu properties plc divided by the weighted average number of shares in issue during the
period.
EPRA
European Public Real Estate Association, the publisher of Best Practice Recommendations intended to make financial
statements of public real estate companies in Europe clearer, more transparent and comparable.
ERV (estimated rental value)
The external valuers' estimate of the Group's share of the current annual market rent of all lettable space after expiry of concessionary
periods net of any non-recoverable charges but before bad debt provisions.
Exceptional items
Items that in the Directors' view are required to be separately disclosed by virtue of their size, nature or incidence to enable a full
understanding of the Group's financial performance.
Headline rent ITZA
Annual contracted rent per square foot after expiry of concessionary periods in terms of Zone A.
Interest cover
Underlying operating profit excluding trading property related items divided by the net finance cost plus interest on
convertible bonds recognised in equity excluding the change in fair value of financial instruments, exceptional finance costs and
amortisation of the Metrocentre compound financial instrument.
Interest rate swap
A derivative financial instrument enabling parties to exchange interest rate obligations for a predetermined period. These
are used by the Group to convert floating rate debt to fixed rates.
IPD
Investment Property Databank Limited, producer of an independent benchmark of property returns.
Like-for-like property
Investment property which has been owned throughout both periods without significant capital expenditure in either period, so
that income can be compared on a like-for-like basis. For the purposes of comparison of capital values, this will also include
assets owned at the previous reporting period end but not throughout the prior period.
Long-term lease
A lease with a term certain of at least five years.
LTV (loan to value)
The ratio of attributable debt to the market value of an investment property.
NAV per share (diluted, adjusted)
NAV per share calculated on a diluted basis and adjusted to remove the fair value of derivatives (net of tax), goodwill resulting from
the recognition of deferred tax liabilities, and deferred tax on investment and development property and other investments.
Net asset value ('NAV') per share
Net assets attributable to owners of intu properties plc divided by the number of ordinary shares in issue at the
period end.
Net external debt
Net debt after removing the Metrocentre compound financial instrument.
Net initial yield (EPRA)
Annualised net rent on investment property (after deduction of revenue costs such as head rent, running void, service
charge after shortfalls, empty rates and merchant association contribution) expressed as a percentage of the gross market
value before deduction of theoretical acquisition costs, consistent with EPRA's net initial yield, and as provided by the Group's
independent external valuers.
Net rental income
The Group's share of net rents receivable as shown in the income statement, having taken due account of non-recoverable
costs, bad debt provisions and adjustments to comply with IFRS including those regarding tenant lease incentives.
NNNAV per share (diluted, adjusted)
NAV per share (diluted, adjusted) adjusted to include the fair values of derivatives, debt and deferred taxes.
Nominal equivalent yield
Effective annual yield to a purchaser from an asset at market value before taking account of notional acquisition costs assuming rent
is receivable annually in arrears, reflecting ERV but disregarding potential changes in market rents, as determined by the Group's
independent external valuers.
Occupancy
The passing rent of let and under offer units expressed as a percentage of the passing rent of let and under offer units plus
ERV of un-let units, excluding development and recently completed properties. Units let to tenants in administration and still
trading are treated as let and those no longer trading are treated as un-let.
Passing rent
The Group's share of contracted annual rents receivable at the balance sheet date. This takes no account of accounting
adjustments made in respect of rent free periods or tenant incentives, the reclassification of certain lease payments as
finance charges or any irrecoverable costs and expenses, and does not include excess turnover rent, additional rent in
respect of unsettled rent reviews or sundry income such as from car parks etc. Contracted annual rents in respect of
tenants in administration are excluded.
PMA
Property Market Analysis LLP, a producer of property market research and forecasting.
Property Income Distribution ('PID')
A dividend, generally subject to UK withholding tax at the basic rate of income tax, that a UK REIT is required to pay to its
shareholders from its qualifying rental profits. Certain classes of shareholder may qualify to receive a PID gross,
shareholders should refer to intugroup.co.uk for further information. The Group can also pay non-PID dividends which are
not subject to UK withholding tax.
Real Estate Investment Trust ('REIT')
REITs are internationally recognised property investment vehicles which have now been introduced in many countries around the
world. Each country has its own rules, but the broad intention of REITs is to encourage investment in domestic property by removing tax
distortions for investors. In the UK, REITs must meet certain ongoing rules and regulations, including the requirement to distribute at
least 90 per cent of qualifying rental profits to shareholders. Withholding tax of 20 per cent is deducted from these Property Income
Distributions (see above). Profits from a REIT's non-property business remain subject to normal corporation tax. The Group elected for
REIT status in the UK with effect from 1 January 2007.
Scrip Dividend Scheme
The Group offers shareholders the opportunity to participate in the Scrip Dividend Scheme. This enables participating shareholders
to receive shares instead of cash when a Scrip Alternative is offered for a particular dividend.
Short-term lease
A lease with a term certain of less than five years.
SOCIMI
The Spanish equivalent of a Real Estate Investment Trust (see definition).
Tenant (or lease) incentives
Any incentives offered to occupiers to enter into a lease. Typically incentives are in the form of an initial rent free period
and/or a cash contribution to fit out the premises. Under IFRS the value of incentives granted to tenants is amortised
through the income statement on a straight-line basis over the lease term.
Topped-up NIY (EPRA)
Net initial yield adjusted for the expiration of rent free periods and other unexpired lease incentives.
Total financial return
The change in NAV per share (diluted, adjusted) plus dividends per share paid in the period expressed as a percentage of
opening NAV per share (diluted, adjusted).
Total property return
The change in capital value, less any capital expenditure incurred, plus net income in the year expressed as a percentage of the capital
employed (opening capital value plus capital expenditure incurred) in the year as calculated by IPD.
Underlying earnings per share ('EPS')
Earnings per share adjusted to exclude valuation movements, exceptional items and related tax.
Underlying figures
Amounts described as underlying exclude valuation movements, exceptional items and related tax.
Vacancy rate (EPRA)
The ERV of vacant space divided by total ERV.
Yield shift
A movement (usually expressed in basis points) in the yield of a property asset.
DIVIDENDS
The Directors of intu properties plc have proposed a final dividend per ordinary share (ISIN GB0006834344) of 9.1 pence (2014: 9.1
pence) to bring the total dividend per ordinary share for the year to 13.7 pence (2014: 13.7 pence as adjusted by the rights issue
bonus factor). A scrip dividend alternative may be offered.
The dividend may be partly paid as a Property Income Distribution ('PID') and partly paid as a non-PID. The PID element will be
subject to deduction of a 20 per cent withholding tax unless exemptions apply (please refer to the PID special note below). Any non-
PID element will be treated as an ordinary UK company dividend. For South African shareholders, non-PID cash dividends may be
subject to deduction of South African Dividends Tax at 15 per cent.
The following are the salient dates for the payment of the proposed final dividend.
Tuesday 29 March 2016
Sterling/Rand exchange rate struck
Wednesday 30 March 2016
Sterling/Rand exchange rate and dividend amount in South African currency announced
Monday 11 April 2016
Ordinary shares listed ex-dividend on the Johannesburg Stock Exchange
Thursday 14 April 2016
Ordinary shares listed ex-dividend on the London Stock Exchange
Friday 15 April 2016
Record date for 2015 final dividend in London and Johannesburg
Thursday 26 May 2016
Dividend payment date for shareholders
South African shareholders should note that, in accordance with the requirements of Strate, the last day to trade cum-dividend will
be Friday 8 April 2016 and that no dematerialisation or rematerialisation of shares will be possible from Monday 8 April 2016 to
Friday 15 April 2016 inclusive. No transfers between the UK and South African registers may take place from Thursday 24 March
2016 to Monday 18 April 2016 inclusive.
PID SPECIAL NOTE:
UK shareholders
For those who are eligible for exemption from the 20 per cent withholding tax and have not previously registered for exemption,
an HM Revenue & Customs ('HMRC') Tax Exemption Declaration is available for download from the 'Investors' section of the intu
properties plc website (intugroup.co.uk), or on request to our UK registrars, Capita Asset Services. Validly completed forms must be
received by Capita Asset Services no later than the dividend Record Date, as advised; otherwise the dividend will be paid after
deduction of tax.
South African and other non-UK shareholders
South African shareholders may apply to HMRC after payment of the dividend for a refund of the difference between the 20 per cent
withholding tax and the UK/South African double taxation treaty rate of 15 per cent. Other non-UK shareholders may be able to
make similar claims for a refund of UK withholding tax deducted. Refund application forms for all non-UK shareholders are available
for download from the 'Investors' section of the intu properties plc website (intugroup.co.uk), or on request to our South African
registrars, Trifecta, or HMRC. UK withholding tax refunds are not claimable from intu properties plc, the South African Revenue
Service ('SARS') or other national authorities, only from the UK's HMRC.
Additional information on PIDs can be found at intugroup.co.uk/investors/shareholders-bondholders/real-estate-investment-trust/.
The above does not constitute advice and shareholders should seek their own professional guidance. intu properties plc does not
accept liability for any loss suffered arising from reliance on the above.
SUMMER BUDGET 2015 SPECIAL NOTE:
UK shareholders should note that the Summer Budget 2015 announced that the dividend tax credit is to be replaced with a new
personal tax-free dividend allowance of GBP5,000 a year for all UK taxpayers from 6 April 2016.
These new rules will only apply to any non-PIDs paid, but there will be no change to the taxation of PIDs paid by intu properties plc.
The Company's dividend communications in May will be updated, as required, to reflect the new taxation arrangements.
Sponsor
Merrill Lynch South Africa (Pty) Limited
Date: 26/02/2016 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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