TIDMFCRE
To: RNS
Date: 29 September 2015
From: F&C UK Real Estate Investments Limited
* Share price total return of 24.9 per cent for the year
* Portfolio ungeared total return of 16.7 per cent for the year
* Net asset value per share total return of 22.7 per cent for the year
* Net asset value per share total return since launch of 117.5 per cent
* Dividend of 5.0 pence per share for the year
Chairman's Statement
It has been an extremely demanding and positive 12 months for the Company.
Performance continues to be good with the market capitalisation increasing from
GBP194 million as at 30 June 2014 to GBP233 million as at 30 June 2015.
Share price performance has been strong during the year and the shares were
trading at a premium to net asset value of 2.6 per cent at the year end, with
the price at 99.5 pence per share. This represented a share price total return
for the year of 24.9 per cent.
The net asset value ('NAV') total return for the year was 22.7 per cent with a
NAV as at 30 June 2015 of 97.0 pence per share, up from 83.4 pence per share at
the prior year end.
Property Market and Portfolio
The UK commercial property market has delivered double digit returns of 15.7
per cent in the year to June 2015, as measured by the Investment Property
Databank ('IPD') UK Quarterly Index. With strong competition for stock during
the year, IPD data showed initial yields at the all-property level reducing to
5.0 per cent in the year to June.
Whereas the property market has delivered another year of strong performance,
prime yields have moved to very low levels by past standards and these returns
may not be sustained over the longer-term.
The occupational market has improved with rental growth of 3.8 per cent in the
year to June. However, rental growth of more than 10 per cent for London
offices contrasted with continued negative rental growth for standard retail in
the rest of the UK, outside London and other key locations.
In line with the wider market, the Company's property portfolio witnessed
strong performance with an ungeared return of 16.7 per cent over the period,
outperforming the IPD UK Quarterly Index of 15.7 per cent, with the value of
the property portfolio increasing to GBP337.5 million before adjustment for lease
incentives.
Market values have increased over the year, driven by a weight of money
entering the sector. The Manager has been careful not to join the ranks of
'forced buyers' but has acquired two office investments for a total of GBP10.25
million over the last year. The Company has sold a further four properties
during this last financial year for GBP5.7 million.
As a result of purchases adding longer term income to the portfolio, as well as
lease re-gearing and other asset management deals, the average weighted
unexpired lease term of the portfolio has been maintained at 7.7 years compared
with the 7.8 years reported as at 30 June 2014. In the meantime, the void rate
in the portfolio has fallen to 3.3 per cent of rental value, from 5.7 per cent
a year earlier.
Borrowings and Refinancing
The net gearing level as at 30 June 2015 was 29.7 per cent, which compares with
31.7 per cent as at 30 June 2014 and 40.0 per cent at launch on 1 June 2004.
The fall in the gearing percentage was due to a combination of the loan being
reduced to GBP102 million from GBP109 million and an increase in the overall market
value of the portfolio. This was offset by a reduction in cash held by GBP12.1
million. The Group had GBP4.7 million of cash available at 30 June 2015 and an
undrawn loan facility of GBP13 million.
The Board has been considering a refinancing of the existing loan facility with
Lloyds Bank plc (the 'Existing Facility') which is due for repayment in January
2017 and has agreed terms to refinance this through a new long-term term loan
facility with Canada Life Investments and a new revolving credit facility with
Barclays Bank plc (the 'New Facilities'). The Group has entered into heads of
terms with Canada Life Investments and Barclays Bank plc for new debt
facilities of up to GBP110 million, under a proposed GBP90 million 11 year term
loan with Canada Life Investments and a GBP20 million 5 year revolving credit
facility with Barclays.
Based on UK Gilt rates as at the current date, and assuming the New Facilities
are drawn down in full, it is estimated that the total interest rate payable
under the New Facilities would be approximately 3.3 per cent per annum. This is
significantly lower than the existing cost of debt which is approximately 5.8
per cent per annum and will make a significant contribution towards improving
dividend cover.
On the basis that all conditions are met with both parties, the Board intends
to complete the refinancing transaction prior to 31 October 2015. The Board
believes that it is in the interests of the Group to repay the Existing
Facility early to ensure that the Group has certainty of available funds in
advance of the fixed repayment date in January 2017 and so that the Group can
take advantage of the current availability of long term borrowings at
attractive rates of interest. There is no early repayment penalty in respect
of the Existing Facility but the Group will be liable for the cost of breaking
the relevant interest rate swap which was accounted for as a liability of GBP6.6
million at the year end. No further swap is required given the fixed nature of
the principal loan.
Dividends
Three interim dividends of 1.25 pence per share were paid during the year with
a fourth interim dividend of 1.25 pence per share to be paid on 30 September
2015. This gives a total dividend for the year ended 30 June 2015 of 5.0 pence
per share, a yield of 5.0 per cent on the year end share price. In the absence
of unforeseen circumstances, it is the intention of the Group to continue to
pay quarterly interim dividends at this rate. It should be noted, following the
Company adopting UK REIT status, the third interim dividend was paid as a
property income distribution, rather than as an ordinary dividend and it is
expected that the majority of future dividends will be paid in this way.
Share Issues
As part of the Company's premium management programme the Board may look to
issue shares in order to provide liquidity to the market and to reduce
volatility in any premium to net asset value. During this financial year, the
Company has experienced continued market demand for its shares and issued 3
million Ordinary Shares in January and February this year at a premium to the
published net asset value at the time of each issuance, raising proceeds of GBP
2.6 million. Subsequent to these issues, the Board took the decision to hold
off on any further issuances until properties meeting the appropriate profile
for the portfolio were identified for purchase. This type of asset at the
appropriate price has proved challenging to identify and no further shares have
been issued to date.
Further to this, we had previously advised of our intention to issue a
prospectus, providing the Company with the flexibility to raise additional
share capital through a Placing Programme of up to 100 million shares. Whilst
the issuance of a prospectus would give the Company the potential flexibility
to issue shares to finance any property purchases, the difficulty in sourcing
property meant that it was deemed prudent to delay with a view to revisiting
this later in the year.
At the year-end there were 233,855,539 Ordinary Shares in issue.
UK REIT Status
Shareholder approval was given at an extraordinary general meeting, held in
December 2014, for the Company to become tax resident in the UK for the
purposes of entering into the UK REIT regime. The Company therefore entered the
UK REIT regime with effect from 1 January 2015.
The Group is no longer subject to UK income tax on the profits and gains from
their qualifying property rental business provided that it meets certain
conditions. This will effectively reduce the burden of taxation for most
shareholders as the payment of UK income tax on the Group's property rental
income was likely to increase significantly moving forward, if UK REIT status
had not been obtained.
Board Composition
As mentioned previously in the Group's Interim Report, Mr Christopher Sherwell
and Mr Graham Harrison retired from the Board with effect from 31 December
2014.The Board have subsequently appointed two new Non-Executive Directors.
Mr David Ross was appointed with effect from 26 March 2015. David was a
founding partner of Aberforth Partners LLP, an investment management firm
specialising in investing in UK smaller companies, from which he recently
retired.
Mr Mark Carpenter was appointed with effect from 28 May 2015. Mark is a
director of investment at TH Real Estate, formerly the property business of
Henderson Global Investors, a global real estate asset management company.
We are delighted to have David and Mark join the Board and believe that they
have the appropriate range of skills and experience to contribute significantly
to the Board.
Following the repositioning of the Company over the last two years with the
merger with our sister company ISIS Property Trust, the conversion to a UK
REIT, the ongoing refinancing, and the refreshing of the Board, I feel that now
is the appropriate time to retire from the Board and I will not therefore be
offering myself for re-election at the Annual General Meeting in November. At
that time the new Board members will have settled in and to maintain continuity
the Board have selected Vikram Lall as my successor as Chairman. Vikram was
Chair of the Audit Committee of ISIS Property Trust with whom we merged and
currently fulfils the same position with the Company. He is therefore totally
familiar with the portfolio and the business.
I would like to express my thanks to all my colleagues past and present, the
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September 29, 2015 02:00 ET (06:00 GMT)
Company Secretariat, the Administrators and Investment Manager for their
support and guidance during my period as Chairman.
Fund Manager
After 10 years, Ian McBryde has indicated his intention to step down from his
role as Fund Manager and retire from our investment manager in 2016. The Board
is fully engaged with our management company in ensuring a smooth handover of
responsibilities and we are pleased to announce that Peter Lowe will become
lead fund manager of your Company with effect from the end of 2015. Peter
joins the management company from DTZ Investors where he has worked for the
last 9 years on a number of mandates including Pearl Assurance, Universities
Staff Superannuation Fund and Imperial Tobacco Pension Funds.
I would like to express our thanks to Ian for the contribution he has made to
the Company over the last 10 years and wish him well in his forthcoming
retirement. Your Board are confident that Peter, supported by the wider
investment team within BMO Real Estate Partners, will build on Ian's
achievements and continue to deliver long-term performance for you as
shareholders.
Outlook
In line with consensus forecasts, we believe that UK commercial property will
continue to deliver positive total returns over the next few years, although
this may be front-loaded. There are global uncertainties which may make
investors wary. Further yield compression may be limited especially if
interest rates start to rise. Returns are more likely to be income driven but
aided by rental growth in certain key areas and sectors.
We continue to believe in the importance of sound stock selection and that the
protection and enhancement of the income stream will remain key in delivering
performance.
Manager's Review
The UK commercial property market delivered a benchmark total return of 15.7
per cent in the year to June 2015, as measured by the Investment Property
Databank ('IPD') UK Quarterly Index for all-property. This compared with 16.7
per cent in the previous 12 month period. Property is currently delivering
total returns well in excess of the 6.9 per cent per annum average over the
past twenty years.
Performance was supported by an income return of 5.0 per cent, but driven by an
annual 10.3 per cent uplift in capital values.
The UK economy continued to deliver positive growth, with recovery broadening
to the regions and employment reaching new highs. The inflation rate moved
lower, affected by falling food and oil prices to finish the reporting period
at zero on an annual basis. This supported some improvement in consumer
confidence as real incomes benefited. The general election in May and the
earlier referendum in Scotland both created uncertainty during the year while
the rise in sterling may have affected business sentiment. Fiscal policy
remains tight as the government aims to bring the public accounts into balance
over the long-term. The Bank of England kept interest rates unchanged
throughout the year and ten-year gilt yields remained low, finishing the period
at 2.1 per cent.
The year saw a high level of investment activity, totalling more than GBP72
billion, which was around double the long-term average. Overseas buyers and UK
institutions were the main purchasers of property during the period. Banks
continued to wind down their problem loans but also were more willing to
undertake new lending, alongside new entrants, for well-secured assets. Demand
was strong for property across the board but with the greatest annual gains
seen for leisure and non-traditional property assets such as healthcare and
student accommodation. Prime remained in favour but investors also looked to
the regions and more secondary stock in an effort to secure assets and yield.
The strong competition for stock fed through to further yield compression for
property, aided by an ultra-low risk-free rate during the year. IPD data showed
initial yields at the all-property level moving in by 40 basis points to 5.0
per cent in the year to June.
The period saw considerable polarisation by market segment. City and West End
offices, together with offices and industrials in the South East, all delivered
total returns in excess of 20 per cent over the year to June 2015. Rest of UK
offices almost matched the UK all-property average, following a period of
under-performance. Retail property delivered a reasonable performance in
absolute terms but lagged behind offices and industrials. Central London retail
continued to be robust but with a total return of 6.0 per cent, standard retail
outside the South East saw only muted growth. Supermarkets have struggled as
customer preferences evolve.
The occupational market has seen signs of improvement with tenant interest more
apparent and incentives reducing. Net income growth was positive, but modest,
over the year at 1.7 per cent according to IPD market data. Rental growth at
open-market values was 3.8 per cent in the year to June but with wide
differences by sub-market. Rental growth of more than 10 per cent for City and
West End offices contrasted with negative rental growth for regional standard
retail. Shortage of supply in several established office and industrial
locations has led to a revival in development activity, some of it speculative.
To date, these new schemes have generally let well. In retail, a few shopping
centre schemes have been revived but the supermarkets have drastically
re-scaled their expansion plans and vacancy levels have remained stubbornly
high in weaker locations.
The year saw secondary stock generally out-perform prime in terms of total
returns, due largely to a strong investment market and limited availability of
prime stock. In contrast, net income growth, which is determined more by
occupier fundamentals was still in decline at the secondary end in several
parts of the market. It would appear that the investment market in some
instances is running ahead of the occupational market.
The property market has delivered another strong performance over the year to
June 2015. However, prime yields have moved to very low levels by past
standards, the investment market for secondary assets seems out of kilter with
the fundamentals, and development activity has started to add to supply. The
current momentum may not be sustained over the longer-term.
Portfolio
Over the year, the Company's property portfolio witnessed strong performance
with an ungeared return of 16.7 per cent over the period outperforming the IPD
UK Quarterly Index return of 15.7 per cent. The major driver of this strong
return was capital growth of 10.5 per cent. At 30 June 2015 the value of the
property portfolio increased to GBP337.5 million, after sales and purchases,
compared with GBP300.6 million as at the previous year end.
For the second year running, industrial and distribution properties produced
the highest returns for the portfolio at 22.8 per cent. Offices, boosted by
holdings in the South East returned 16.5 per cent. The retail sector
outperformed its sector benchmark returning 13.6 per cent, although this fell
well short of the all property index. However, the Company's retail warehouse
portfolio performed extremely well returning 16.3 per cent compared with the
IPD sub sector benchmark of 10.3 per cent.
A number of specific assets were responsible for boosting returns, not only as
a result of a strengthening investment and occupational market, but also due to
asset management and successful lettings. The largest contribution to returns
came from Units 1-2 Network, Eastern Road, Bracknell, which produced a total
return of 30.8 per cent following the re-letting of one of the units on a ten
year term, without break, at a new rental level of GBP367,300 per annum, which
equates to GBP10.50 per square foot, some 19 per cent higher than the previous
passing rent.
Echo Park, Banbury, a large distribution unit with a floor area of 195,000
square feet, let to Bidvest for a further ten and a half years, returned 21.6
per cent as a result of the continued yield shift enjoyed by large distribution
property investments, reflecting the weight of money being invested into the
sector, as well as increased occupier demand.
Lakeside Industrial Estate, Colnbrook, a multi-let industrial estate consisting
of 8 units close to Heathrow Airport and the M25 and M4 motorways, returned
24.0 per cent as a result of the estate being fully let for the first time in
several years, and with rental levels approaching the peak last seen in the
previous cycle.
1-2, Lochside Way, Edinburgh Park, saw returns of 30.5 per cent over the year
following the re-gearing of the lease with HSBC plc who will continue to occupy
the property for another ten years (subject to a break at the fifth year). The
property, located in Edinburgh Park, Scotland's premier out of town office
location, comprises two linked buildings totalling 42,400 square feet
constructed in 1998. The rent agreed equated to GBP16.50 per square foot, subject
to a rent free period of 12 months but a penalty if the tenant exercises the
break.
Whereas returns from the property portfolio were, in aggregate, well above the
benchmark, challenges do remain amongst some of the smaller regional retail and
office properties and further asset management opportunities need to be
implemented to add value prior to sales in accordance with strategy.
The year has seen significant uplifts in values, driven by a weight of money
entering the sector. Yields have fallen to, in some cases, historic low levels
which investors are happy to accept as a result of generally low interest rates
elsewhere. With stiff competition to purchase property, the Manager has been
very selective with regard to purchases.
The Company completed the acquisition of Unit A3, Glory Park, High Wycombe in
July 2014 for GBP7.0 million, reflecting a yield of 7.0 per cent. The property
comprises a Grade A specification, modern business park office building, close
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to the M40 motorway. Totalling 19,572 square feet on three floors, the building
is let to two tenants in the pharmaceutical sector with the majority of the
income secured for 10 years. Since purchase in July 2014, the property has
returned 19.0 per cent, principally as a result of increased capital value due
to inward yield movement.
The Company also acquired, an office building, Park View House, The Ropewalk,
Nottingham, for GBP3.25 million, reflecting a net initial yield of 7.1 per cent.
The building extending to 16,000 square feet on three floors with car parking,
had been recently refurbished to a high standard and was let on ten year terms
without breaks, to Gateleys, Mazzars and AIB.
Since the merger with ISIS Property Trust, and as part of the strategy of
disposing of small non-core holdings, the Manager has sold a further four
properties during this last financial year. Three retail properties in
Southend, Brighton and Rochdale were sold for a total of GBP4.0 million, and a
further vacant office building in Marlow was sold for GBP1.7 million.
With an improvement in the occupational demand for property, the Company has
achieved a good success rate in new lettings and lease renewals. Over the
financial year a number of vacant units have been let, or leases renewed. These
include the key industrial lettings in Bracknell and Colnbrook and a
refurbished floor in 14 Berkeley Street, let for five years at a new rental
equating to GBP92.25 per square foot. At 30 June 2015, the vacancy rate across
the portfolio was down to 3.3 per cent, of rental value, which compared with
5.7 per cent as at June 2014.
New property acquisitions and re-gearings of leases to protect and enhance
income streams and add value to the portfolio have resulted in an average
weighted unexpired lease term of 7.7 years (to include breaks where
appropriate).
Borrowings
In line with the Group's Investment Policy, gearing is kept at prudent levels
and the net level of borrowings at the year-end was 29.7 per cent, a level with
which the Manager is comfortable.
With the existing loan facility due to expire in January 2017, the Group has
looked into opportunities to refinance early and take advantage of the low
rates of interest currently achievable in the market. As explained in more
detail in the Chairman's Statement, we are currently well advanced on agreeing
terms to refinance through a new long-term GBP90 million term loan facility with
Canada Life Investments and a new revolving GBP20 million credit facility with
Barclays Bank plc.
Outlook
The Company believes that the property portfolio is well positioned and well
balanced across the regions and the sectors to deliver sound returns and be
resilient to market adjustments over the next few years. The Company will
continue to dispose of the smaller, and non-core assets into a market which is
receptive to such assets. At the same time, the Manager will seek investment
opportunities that deliver sound returns for the portfolio but will remain
selective in its acquisition strategy, whilst a significant weight of money
competes for commercial property assets.
If the economy performs in line with consensus forecasts, we believe that
property will continue to deliver positive total returns, although performance
may be front-loaded. There are uncertainties in Europe, the US and China and as
the UK referendum on EU membership approaches, this could lead to investors
delaying decisions until the result is known. The scope for further yield
compression may be limited once the UK authorities act to raise official
interest rates and property performance is likely to become more reliant on
rental growth and the income return. We continue to believe in the importance
of sound stock selection and that the protection and enhancement of the income
stream will remain key in delivering performance.
All enquiries to:
Ian McBryde
Scott Macrae
F&C Investment Business Limited
Tel: 0207 628 8000
The Company Secretary
Northern Trust International Fund Administration Services (Guernsey) Limited
PO BOX 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 3QL
Tel: 01481 745001
F&C UK Real Estate Investments Limited
Consolidated Statement of Comprehensive Income
Year ended 30 Year ended
June 2015 30 June 2014
GBP'000 GBP'000
Revenue
Rental income 18,932 19,603
Total revenue 18,932 19,603
Gains on investment properties 31,665 21,253
50,597 40,856
Expenditure
Investment management fee (1,974) (1,707)
Expenses of merger - (32)
Other expenses (1,929) (1,697)
Total expenditure (3,903) (3,436)
Net operating profit before finance costs 46,694 37,420
Net finance costs
Interest receivable 15 49
Finance costs (5,955) (6,016)
(5,940) (5,967)
Net profit from ordinary activities before 40,754 31,453
taxation
Taxation on profit on ordinary activities (163) (540)
Profit for the year 40,591 30,913
Other comprehensive income to be reclassified to
profit or loss in subsequent periods
Net gain on cash flow hedges, net of tax 2,649 5,198
Total comprehensive income for the year, net of 43,240 36,111
tax
Basic and diluted earnings per share 17.5p 14.4p
All items in the above statement derive from continuing operations.
All of the profit for the year is attributable to the owners of the Company.
F&C UK Real Estate Investments Limited
Consolidated Balance Sheet
30 June 2015 30 June 2014
GBP'000 GBP'000
Non-current assets
Investment properties 331,874 295,387
Current assets
Trade and other receivables 6,861 6,061
Cash and cash equivalents 4,656 16,773
11,517 22,834
Total assets 343,391 318,221
Non-current liabilities
Interest-bearing bank loan (102,986) (109,930)
Interest rate swap (1,929) (4,776)
(104,915) (114,706)
Current liabilities
Trade and other payables (6,912) (6,110)
Income tax payable (77) (377)
Interest rate swap (4,658) (4,459)
(11,647) (10,946)
Total liabilities (116,562) (125,652)
Net assets 226,829 192,569
Represented by:
Share capital 2,339 2,309
Special distributable reserve 170,620 170,704
Capital reserve 53,678 22,013
Other reserve 192 (2,457)
Equity shareholders' funds 226,829 192,569
Net asset value per share 97.0p 83.4p
F&C UK Real Estate Investments Limited
Consolidated Statement of Changes in Equity
For the year ended 30 June 2015
Special
Share Distributable Capital Other Revenue
Capital Reserve Reserve Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 July 2014 2,309 170,704 22,013 (2,457) - 192,569
Profit for the year - - - - 40,591 40,591
Other comprehensive - - - 2,649 - 2,649
gains
Total comprehensive - - - 2,649 40,591 43,240
income for the year
Issue of ordinary 30 2,608 - - - 2,638
shares
Dividends paid - - - - (11,618) (11,618)
Transfer in respect of - - 31,665 - (31,665) -
gains on investment
properties
Transfer to revenue - (2,692) - - 2,692 -
reserve
At 30 June 2015 2,339 170,620 53,678 192 - 226,829
For the year ended 30 June 2014
Special
Share Distributable Capital Other Revenue
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September 29, 2015 02:00 ET (06:00 GMT)
Capital Reserve Reserve Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 July 2013 2,081 153,929 760 (7,655) - 149,115
Profit for the year - - - - 30,913 30,913
Other comprehensive - - - 5,198 - 5,198
gains
Total comprehensive - - - 5,198 30,913 36,111
income for the year
Issue of ordinary 228 17,955 - - - 18,183
shares
Dividends paid - - - - (10,840) (10,840)
Transfer in respect of - - 21,253 - (21,253) -
gains on investment
properties
Transfer to revenue - (1,180) - - 1,180 -
reserve
At 30 June 2014 2,309 170,704 22,013 (2,457) - 192,569
F&C UK Real Estate Investments Limited
Consolidated Cash Flow Statement
Year ended Year ended
30 June 2015 30 June 2014
GBP'000 GBP'000
Cash flows from operating activities
Net profit for the year before taxation 40,754 31,453
Adjustments for:
Gains on investment properties (31,665) (21,253)
(Increase)/decrease in operating trade and other (800) 301
receivables
Increase/(decrease) in operating trade and other 802 (71)
payables
Interest received (15) (49)
Finance costs 5,955 6,016
15,031 16,397
Taxation paid (462) (636)
Net cash inflow from operating activities 14,569 15,761
Cash flows from investing activities
Purchase of investment properties (10,054) (18,812)
Capital expenditure (403) (48)
Sale of investment properties 5,635 15,789
Interest received 15 49
Net cash outflow from investing activities (4,807) (3,022)
Cash flows from financing activities
Shares issued (net of costs) 2,638 18,183
Dividends paid (11,618) (10,840)
Bank loan interest paid (1,202) (1,467)
Payments under interest rate swap arrangement (4,697) (4,617)
Bank loan repaid (7,000) (3,000)
Net cash outflow from financing activities (21,879) (1,741)
Net (decrease)/increase in cash and cash equivalents (12,117) 10,998
Opening cash and cash equivalents 16,773 5,775
Closing cash and cash equivalents 4,656 16,773
F&C UK Real Estate Investments Limited
Principal Risks and Risk Management
The Group's assets consist of direct investments in UK commercial property.
Its principal risks are therefore related to the commercial property market in
general, but also the particular circumstances of the properties in which it is
invested and their tenants. More detailed explanations of these risks and the
way in which they are managed are contained under the headings of Credit Risk,
Liquidity Risk, Interest Rate Risk and Market Price Risk. The Manager also
seeks to mitigate these risks through active asset management initiatives and
carrying out due diligence work on potential tenants before entering into any
new lease agreements. All of the properties in the portfolio are insured.
Other risks faced by the Group include the following:
* Market - the Group's assets are comprised principally of direct investments
in UK commercial property and it is therefore exposed to movements and
changes in that market.
* Investment and strategic - poor investment processes and incorrect
strategy, including sector and geographic allocations and use of gearing,
could lead to poor returns for shareholders.
* Regulatory - breach of regulatory rules could lead to suspension of the
Group's Stock Exchange listing, financial penalties or a qualified audit
report.
* Tax efficiency - changes to the management and control of the Group or
changes in legislation could result in the Group no longer being a tax
efficient investment vehicle for shareholders.
* Financial - inadequate controls by the Manager or third party service
providers could lead to misappropriation of assets. Inappropriate
accounting policies or failure to comply with accounting standards could
lead to misreporting or breaches of regulations.
* Reporting - valuations of the investment property portfolio require
significant judgement by valuers which could lead to a material impact on
the net asset value. Incomplete or inaccurate income recognition could
have an adverse effect on the Group's net asset value, earnings per share
and dividend cover.
* Credit - an issuer or counterparty could be unable or unwilling to meet a
commitment that it has entered into with the Group. Bankruptcy or
insolvency may cause the Group's access to cash placed on deposit to be
delayed or limited.
* Operational - failure of the Manager's accounting systems or disruption to
the Manager's business, or that of third party service providers, could
lead to an inability to provide accurate reporting and monitoring, leading
to a loss of shareholders' confidence.
The Board seeks to mitigate and manage these risks through continual review,
policy-setting and enforcement of contractual obligations. It also regularly
monitors the investment environment and the management of the Group's property
portfolio, and applies the principles detailed in the internal control guidance
issued by the Financial Reporting Council.
The Board and the Manager recognise the importance of the share price relative
to net asset value in maintaining shareholder value. The Manager meets with
current and potential new shareholders, and with stockbroking analysts who
cover the investment trust sector, on a regular basis. In addition,
communication of quarterly portfolio information is provided through the
Group's website.
Financial Instruments and Investment Property
The Group's investment objective is to provide ordinary shareholders with an
attractive level of income together with the potential for income and capital
growth from investing in a diversified UK commercial property portfolio.
Consistent with that objective, the Group holds UK commercial property
investments. In addition, the Group's financial instruments comprise cash,
receivables, a bank loan, an interest rate swap and payables.
The Group is exposed to various types of risk that are associated with
financial instruments. The most important types are credit risk, liquidity
risk, interest rate risk and market price risk.
There was no foreign currency risk as at 30 June 2015 or 30 June 2014 as assets
and liabilities are maintained in Sterling.
The nature and extent of the financial instruments outstanding at the balance
sheet date and the risk management policies employed by the Group are detailed
below.
Credit risk
Credit risk is the risk that an issuer or counterparty will be unable or
unwilling to meet a commitment that it has entered into with the Group.
In the event of default by an occupational tenant, the Group will suffer a
rental shortfall and incur additional costs, including legal expenses, in
maintaining, insuring and re-letting the property until it is re-let. The Board
receives regular reports on concentrations of risk and any tenants in arrears.
The Manager monitors such reports in order to anticipate, and minimise the
impact of, defaults by occupational tenants.
The Group has a diversified tenant portfolio. The maximum credit risk from the
rent receivables of the Group at 30 June 2015 is GBP654,000 (2014: GBP520,000). It
is the practice of the Group to provide for rental debtors greater than three
months overdue unless there is certainty of recovery. As at 30 June 2015 the
provision was GBP65,000 (2014: GBP78,000). Of this amount GBP43,000 was subsequently
written off and GBP5,000 has been recovered.
All of the cash is placed with financial institutions with a credit rating of A
or above. Bankruptcy or insolvency may cause the Group's ability to access
cash placed on deposit to be delayed or limited. Should the credit quality or
the financial position of the banks currently employed significantly
deteriorate, the Manager would move the cash holdings to another financial
institution.
The Group can also spread counterparty risk by placing cash balances with more
than one financial institution. The Directors consider the residual credit
risk to be minimal.
Liquidity risk
Liquidity risk is the risk that the Group will encounter in realising assets or
otherwise raising funds to meet financial commitments. The Group's investments
comprise UK commercial property.
Property in which the Group invests is not traded in an organised public market
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