Guernsey: 30 September
2024
LEI:
549300HHFBWZRKC7RW84
abrdn
Property Income Trust Limited
(“API” or
the “Company”)
INTERIM
RESULTS FOR THE PERIOD ENDED 30 JUNE
2024
Today
the Board of abrdn Property Income Trust (“API” or the “Company”)
confirms the Company’s Interim Results to 30
June 2024. The results will shortly be available to view on
the Company's corporate website at
https://www.abrdnpit.co.uk/en-gb/literature.
PERFORMANCE
SUMMARY
Earnings,
Dividends & Costs
|
|
|
6
months to
30
June
2024
|
6
months to
30
June
2023
|
IFRS
(Loss)/gain per share (p)
|
|
|
(3.0)
|
0.8
|
EPRA
earnings per share (p) (excl capital items & derivative
movements) *
|
0.7
|
1.6
|
Dividends
paid per ordinary share (p)
|
|
2.0
|
2.0
|
Dividend
Cover (%) **
|
|
|
36.4
|
80.6
|
Dividend
Cover excluding non-recurring items (%) **
|
77.3
|
80.6
|
Dividend
Yield (%) ***
|
|
|
7.8
|
8.4
|
FTSE
All-Share Real Estate Investment Trusts Index Yield (%)
|
5.0
|
5.1
|
FTSE
All-Share Index Yield (%)
|
|
|
4.0
|
3.7
|
Ongoing
Charges **
|
|
|
|
|
As a % of
average net assets including direct property costs
|
2.3
|
2.6
|
As a % of
average net assets excluding direct property costs
|
1.2
|
1.1
|
|
|
|
|
|
Capital
Values & Gearing
|
|
30
June
2024
|
31
December
2023
|
Change
%
|
Total
assets (£million)
|
|
416.7
|
456.1
|
(8.6)
|
Net asset
value per share (p)
|
|
73.3
|
78.2
|
(6.2)
|
Ordinary
Share Price (p)
|
|
51.6
|
53.0
|
(2.6)
|
(Discount)/Premium
to NAV (%)
|
|
(29.6)
|
(32.2)
|
|
Loan-to-value
(%) 2
|
|
28.7
|
30.8
|
|
|
|
|
|
|
Total
Return
|
6
months
%
return
|
1
year
%
return
|
3
year
%
return
|
5
year
%
return
|
NAV
^
|
(4.1)
|
(8.1)
|
(5.4)
|
0.8
|
Portfolio
|
0.4
|
(0.7)
|
4.8
|
12.5
|
Share
Price ^
|
1.1
|
17.2
|
(10.3)
|
(24.9)
|
FTSE
All-Share Real Estate Investment Trusts Index
|
(2.2)
|
18.1
|
(12.8)
|
(3.4)
|
FTSE
All-Share Index
|
7.4
|
13.0
|
23.9
|
30.9
|
|
|
|
|
|
Property
Returns & Statistics (%)
|
|
|
30
June
2024
|
30
June
2023
|
Portfolio
income return
|
|
|
2.8
|
2.5
|
MSCI
Benchmark income return
|
|
|
2.4
|
2.3
|
Portfolio
total return
|
|
|
0.4
|
1.7
|
MSCI
Benchmark total return
|
|
|
1.8
|
0.3
|
Void
rate
|
|
|
10.5
|
8.6
|
*
Calculated as profit for the period before tax (excluding capital
items & derivative movements) divided by weighted average
number of shares in issue in the period. EPRA stands for European
Public Real Estate Association.
** As
defined and calculated under API’s Alternative Performance Measures
(as detailed in the full Interim Accounts which can be found via
the following link:
https://www.abrdnpit.co.uk/en-gb/literature)
*** Based
on annual dividend paid of 4.0p and the share price at 30 June 2024 of 51.6p.
^ Assumes
re-investment of dividends excluding transaction costs.
Sources:
abrdn, MSCI
The above
performance summary information excludes the effects of the
transaction with GoldenTree which are explained in the Chairman’s
statement.
CHAIR’S
STATEMENT
Background
Following
the downward trajectory of UK inflation during the second half of
2023, there were expectations at the start of 2024 that we would
see a reasonably swift move towards an interest rate cutting
cycle.
What
transpired was somewhat different, with inflation lingering
doggedly above the Bank of England
target until the end of the second quarter.
This
uncertainty impacted investor confidence and manifested itself in a
reduced level of market activity throughout the
first
six months
of the year.
Since
then, we have seen a rate cut at the beginning of August and a
feeling, certainly in some sectors of the UK Real Estate market,
that investors are feeling more confident.
However,
whilst there weren’t any significant global macroeconomic shocks in
the first half of 2024 like those we have experienced in recent
years, the continuing war in Ukraine and the escalation of tensions in the
Middle East could still impact any
fragile market recovery.
Corporate
Activity
As
previously reported in the Company’s 2023 Annual Report &
Financial Statements, the Board undertook a strategic review in the
second half of 2023 prompted by concerns about the Company’s size,
lack of liquidity in its shares, the discount to NAV and uncovered
dividend. The outcome of this review was that the Board recommended
to shareholders that they vote in favour of a proposed merger with
Custodian REIT for the reasons outlined in various announcements to
shareholders during the first quarter of 2024.
However,
this ultimately did not garner enough shareholders of API to vote
in favour of the proposal at the Extraordinary General
Meeting.
Following
the vote, shareholders of API were given the opportunity to vote on
a proposed change to the Group’s Investment Objective from “The
Company’s objective and purpose is to provide Shareholders with an
attractive level of income together with the prospect of income and
capital growth.” to “The Company’s investment objective is to
realise all existing assets in the Company’s portfolio in an
orderly manner.”
Included
in this change was a revision of the investment management fees to
reflect the new Investment Objective and align the interest of the
Investment Manager with the sale and return of capital to
shareholders. On 28 May 2024,
approximately 96% of shareholders (who voted) voted in favour of
this proposal and the resolution passed.
Since
then, alongside the Investment Manager, the Board has explored the
most effective means of disposing of the Company’s assets, with the
main aim being to obtain the best achievable value for the
Company’s assets at the time of their realisation, with a view to
repaying borrowings and making returns of capital to shareholders.
As the Board has disclosed before, we have looked at all potential
disposal strategies, including individual property sales alongside
a wider portfolio transaction.
Through an
independent agent the whole portfolio was marketed to potential
buyers in an extensive and competitive process. Following
consideration of these proposals, and what might be achieved by way
of individual property sales over a longer period with the
associated risks, the Board selected a preferred bidder and has
agreed a transaction with GoldenTree Asset Management for the sale
of the entire share capital of abrdn property Holdings Limited
(APH), the wholly owned subsidiary of the Company.
The
transaction comprises the sale of 39 assets, being the Company’s
entire investment property portfolio, with the exception of its
interest in the land at Far Ralia, which will be retained by the
Company for sale at a later date, subject to certain approvals. The
Company’s debt facility with RBSI will be transferred in full to
GoldenTree. The cash consideration for the purchase is £351m, and
the Company will receive net proceeds after adjusting for debt and
other net assets subject to normal adjustments including those
arising from the completion process.
GoldenTree
has paid a cash deposit of £35.1m, with the balance of the
consideration being payable in cash on completion which is expected
to be 29 November 2024.
The
consideration represents a discount of 8.0 per cent. to the
Company’s external valuation of the Portfolio as at 30 June 2024 of £381.6 million, excluding the
assets disposed of between 1 July
2024 and the date of this announcement, along with the
interest in the land at Far Ralia.
It also
implies a pro-forma net asset value of the Company as at
30 June 2024 of £244 million,
equivalent to 64.0 pence per share,
after adjusting for costs of the transaction
This
estimated net asset value per share represents:
-
a discount of 12.7 per
cent. to the Company's net asset value per share of 73.3 pence as at 30 June
2024;
-
a premium of 6.7 per cent.
to the Company's share price of 60.0
pence as at 26 September 2024,
being the closing share price immediately prior to the date of the
announcement of the disposal; and
-
a premium of 20.1 per
cent. to the Company's share price of 53.3
pence on 28 May 2024, being
the date that shareholders approved the Managed Wind-Down
process.
It is
intended that, following completion, returns of capital to
shareholders in cash will be made as swiftly as practically
possible by way of a members' voluntary liquidation. Putting the
Company into liquidation will require shareholder
approval.
Such
returns will be subject to the net realisation value of Far Ralia,
which the manager is actively marketing, adjustments arising from
the completion process, the operational costs of managing the
Company through to liquidation (including tax effects) and the
liquidation costs.
UK
Real Estate Market
After four
quarters of capital declines through 2023, the MSCI Quarterly Index
reflected an arrest of this trend with a decline of 0.6% in the
first quarter and then 0.0% in quarter two.
This
resulted in positive Total Returns of 0.6% and 1.2% for the first
two quarters of the year respectively.
This
recovery masks the persistent polarisation we see between sectors,
with Industrial and Retail providing positive total returns, whilst
Offices continue to lag with further negative capital
growth.
In the
Industrial sector, the strong dynamics of low supply and reasonable
tenant demand has meant that rental growth is still evident, albeit
at more muted levels than seen previously.
Investors
continue to be attracted to this rental growth, and competition
amongst buyers is driving a recovery in capital values.
The
positive Retail sector performance has largely been driven by a
higher relative income return and capital growth in the Retail
Warehouse sub-sector.
Whilst
high street retail continues to struggle with pressures on
household discretionary spend, out-of-town retail continues to
benefit from an increase in demand from discount and food
retailers.
Vacancy
rates have reduced across the Retail Warehouse sector and this has
led to rental growth, fuelling investor demand.
In
contrast, the Office sector continues to grapple with occupier
uncertainty as companies work out a suitable strategy to
incorporate hybrid working.
Despite
the differing approaches being taken, the result is inevitably
going to be a lower overall demand for office
space.
Due to
this, investors have been shying away from the sector meaning there
has been a dearth of transactional evidence.
Without
deal activity for valuers to form their views, it is believed that
the market has fallen further than valuations.
Portfolio
and Corporate Performance
The NAV
total return for the six months to 30 June
2024 was -4.1%. The real estate investment portfolio
returned 0.4%.
Whilst the
share price continued to trade at a significant discount to the NAV
for the first half of 2024, the share price total return at 1.1%
has exceeded both the NAV and the property portfolio
performance.
IFRS
earnings decreased from 0.8p per share to -3.0p reflecting the
recognition of future transaction costs associated with the Managed
Wind-Down and modest property valuation declines over the first
half of 2024. EPRA earnings per share decreased from 1.6p to 0.7p
per share, reflecting higher debt costs and exceptional items
associated with the strategic review and aborted merger.
Financial
Resources and Portfolio Activity
The
Company continues to be in a strong financial position with
unutilised financial resources of £44.4m available in the form of
its revolving credit facilities (“RCF”) net of existing cash and
financial commitments.
As at the
period end the Company had a Loan-to-Value (“LTV”) ratio of 28.7%,
which sits within the Board’s target range.
During the
first half of the year, the Company completed four property
disposals for a combined £29.75m, reflecting a 0.51% premium to the
December 2023
valuations.
The
proceeds from these sales has been used to reduce the Company’s
exposure to the RCF.
Dividends
The Board
has maintained an annualised rate of 4p per share during the first
half of 2024. Dividend cover for the first half of 2024 (excluding
non-recurring costs) was 77.3%, reflecting a decrease from 80.6% in
the first half of 2023 (also excluding non-recurring items). This
is largely due to the increase in finance costs effective from
April 2023 which the Company have
been actively looking to mitigate throughout the year.
It is the
Boards intention to pay one further 1p dividend before completion
of the sale transaction and the appointment of a
liquidator.
Outlook
Having
exchanged contracts with GoldenTree and having received a deposit
from them it is highly likely that the sale of the portfolio will
take place. It is hoped that will take place on 29 November 2024.
The land
at Far Ralia is the only property asset that is not part of the
portfolio sale. The plan is to transfer this asset up from the
subsidiary company (which is being sold) to abrdn Property Income
Trust before the completion of the disposal of the portfolio. This
process depends on getting certain governmental approvals. The
managers and advisers are doing all they can to obtain this, but it
may not be achievable. If it can’t be done before completion, and
to avoid any delay in the sale of the rest of the portolio,
GoldenTree has agreed to hold Far Ralia on behalf of the Company
and will transfer it back once the appropriate permissions have
been obtained. In the meantime, the managers are marketing the land
for sale to a third party.
It is
likely that a liquidator will be appointed shortly after the
completion of the sale of the portfolio and the proceeds have been
received by the Company. Putting the Company into a members’
voluntary liquidation will require shareholder approval at an
extraordinary general meeting. If the liquidator is appointed, the
Company’s shares will delist from the London Stock Exchange and the
ability to trade in the shares will cease. Shortly after that the
liquidator will distribute the majority of the proceeds of the
portfolio sale to shareholders by way of a capital distribution.
The liquidator will then seek to sell Far Ralia, settle all Company
liabilities, wind-up the Company and distribute the remaining cash
balances to shareholders.
The timing
of the final wind-up of the company is highly dependent on when Far
Ralia is sold.
The last
two years have been testing for the company and all its
stakeholders. The rapid rise in financing costs, the continued
difficulties in the office market as it adjusted to the post COVID
world, the erosion of the yield advantage property companies had
over gilts, the negative sentiment towards alternative assets and
the wide discounts to net asset values in the closed end fund
market all amounted to a very challenging backdrop.
Throughout
that period the board have focused solely on what they believed was
in the best interests of shareholders.
The Board,
having considered the potential alternatives including the present
value of what could realistically be achieved by an asset-by-asset
disposal, believes that this transaction represents an effective
execution of the Managed Wind-Down process.
It
provides greater price certainty and a quicker return of proceeds
for shareholders through realising the substantial majority of the
investment portfolio in a single transaction. The Board and the
Manager believe that this is the best achievable outcome for
shareholders at this time.
27 September 2024
James Clifton-Brown
INVESTMENT
MANAGER’S REPORT
Market
Review
The first
half of 2024 was another period of very low transaction volumes in
the real estate market. In the second half of 2023 sentiment
improved in the belief that the rate cutting cycle would start, but
over the first half of 2024 this sentiment reversed, with the
timing and extent of rate cuts moving out.
The UK
general election did not appear to have a material impact on the UK
market, and it is expected that a combination of greater UK
political stability and the first cut in interest rates since
March 2020 will lead to a pick-up in
transaction levels into 2025.
Real
Estate Market
We have
seen growing signs of stabilisation across most UK real estate
sectors over the first half of 2024 as suggestions of improving
economic conditions take hold. Declines in capital values across
the more favoured segments have slowed, and we expect rental growth
to continue to play a central story in real estate returns.
Although we expect further value losses, relative pricing pressure
in favoured segments, such as Industrial and Residential, should
lessen following cuts in interest rates.
UK real
estate performance has been largely positive over the first six
months of the year. According to the MSCI Quarterly Index, total
returns for all property were 1.9%, led by the Retail and
Industrial sectors at 3.1% and 3.0%, respectively. Offices were the
only negative contributor to the index at -1.1%, anchored by
negative capital value growth. In fact, the only declines in
capital values seen thus far in 2024 were in the Office and Other
sectors. Meanwhile, rental growth remains strong with the
Industrial and Residential sectors especially, seeing 1.5% and 1.4%
over the first half of 2024, respectively.
Transaction
volumes over the first half of 2024 remained muted in a historic
context as investors awaited economic and political certainty.
Despite this, volumes were up approximately 8% on the same period
last year according to RCA data. Of these, the living and
Industrial sectors saw the largest shares at 21% and 18%,
respectively. The hospitality segment was notable in its strength,
seeing over £3bn transact and quickly surpassing the cumulative
total for 2023 of £2.4bn. At the other end of the spectrum, Offices
remained the least popular of the core real estate segments at 16%
of total volume as secondary assets continue to face heightened
capex requirements and structural challenges. Volumes are expected
to shape up more favourably in the second half of the year as the
Bank of England settles into a
less restrictive monetary policy path. Additionally, Labour’s
success in the general election has returned a sense of stability
to the UK, aiding an improving overseas investor
sentiment.
Industrial
The
Industrial and Logistics sector remains in a position of strength
for investors due to its structural drivers. Following the recent
trend of consolidation by occupiers, UK quarterly net absorption
has turned negative for the first time in 12 years over the first
half of 2024. According to CoStar data, seven million square feet
of space did not attract interest over this period, owing to strong
deliveries and softening demand. Still, occupiers generally remain
active and robust rental growth looks likely to continue given an
increasing preference for best-in-class warehouses. There is still
some hesitancy between buyers and sellers which has limited
transactions over the start of the year. This gap is due to reduce
as stability feeds into the market and pricing should see some
additional support in the near to medium-term from slowing
construction starts.
Retail
Retail
fundamentals appear to have held up well considering the prevailing
challenges to the consumer, although rising vacancy levels and
shifting retail sales profiles may cast lingering doubts on certain
segments. Discretionary spending remains subdued, with luxury
retailers seeing hits to sales over the first half of the year. On
the other hand, discount retailers and supermarkets continue their
expansion plans, citing consistently strong results. The UK has
experienced unseasonably wet and unpredictable weather,
particularly over the summer months. A combination of the cold, wet
weather and continued cost of living pressures has had a noticeable
impact on UK retail sales. However, with consumer confidence on the
rise, this could translate into increased retail sales given real
wage growth and an improving economic outlook.
Office
The Office
sector continues to struggle as changing workplace habits have
accelerated secondary assets towards obsolescence. While values for
best-in-class assets are faring better, given strong rental growth
prospects and favourable supply/demand dynamics, regional and
sub-prime assets are expected to see greater value slippage because
of environmental, social and governance issues and amenity-rich
buildings remain front-and-centre. This is reflected across
Central London office
fundamentals, according to CoStar data; as the vacancy rate nudges
10%, net take-up for prime London
assets has remained positive over recent quarters, while over 10
million square feet of secondary space has returned to the market
over the past four years. There has also been a recent uptick in
prime office transactions around the £100 million mark,
particularly concentrated in more favourable submarkets like
London’s West End, suggesting a level of liquidity is starting to
return despite elevated financing costs. Despite a more polarised
outlook between the best and the rest, we still expect further
capital declines to work their way through the whole sector as it
struggles to find its place in investor’s portfolios.
Investment
Outlook
UK real
estate seems to be pointing in a more positive direction than this
time last year. More economic and political certainty has filtered
into the market, resulting in marginally improving capital values.
We have seen investors remain cautious in the first half of 2024.
This is expected to become more positive as the rate-cutting cycle
progresses and as real estate returns look more attractive on a
risk-adjusted basis.
From a
risk perspective, the change in government doesn’t seem to have had
much of an impact on investor intentions. The living sector may be
under more scrutiny given potential policy changes, but the
probability of any radical shifts from Labour is low. A greater
level of uncertainty comes from the BoE’s actions on rates. We
expect a reduction in the base rate to 4.50% by the end of 2024,
though worries surrounding services inflation and wage growth
persist.
Still,
given our current assumptions, we expect UK real estate to perform
well over the forecast period, although bifurcation within sectors
will remain a factor. We expect the Industrial and Living sectors
to outperform all property, particularly over the next year. In a
notable shift over recent months, Offices are now projected to stay
in positive territory, owing to strong rental growth, but largely
focused on best-in-class and flexible office space. In fact, rental
growth will remain a central growth story across real estate
sectors, especially given the low levels of construction projected
over the medium term. Although construction prices have moderated
from their peaks, restrictive financing costs will make development
difficult in the near term.
Performance
During the
reporting period the Company changed its Investment Strategy, which
was to dispose of all assets and wind up the Company, returning
capital to shareholders. This change affects measures of
performance, as the portfolio was no longer being managed in the
same way as it would if focused on medium term performance as was
previously the case.
NAV
Return:
NAV total
return is a measure of the performance of the property portfolio,
the impact of debt and managing the corporate entity and provides
shareholders with information on how the Company itself has
performed. In the first half of 2024 the NAV of the Company was
impacted by the costs incurred in the strategic review and
subsequent corporate activity, and a change in accounting
policy.
NAV
Total Returns to 30 June
2024
Source
AIC, abrdn
|
1
year
%
|
3
years
%
|
5
years
%
|
10
years
%
|
abrdn
Property Income Trust Limited
|
(8.1)
|
(5.4)
|
0.8
|
73.0
|
AIC
Property UK Commercial (weighted average)
|
(5.5)
|
(2.0)
|
5.7
|
59.7
|
Investment
Association Open Ended Commercial Property Funds sector
|
1.5
|
(2.3)
|
(2.3)
|
18.8
|
NAV
Bridge (p per share)
|
|
December
2023 NAV
|
78.2
|
Other
Reserves
|
0.1
|
Net Income
before dividend
|
1.5
|
Quarterly
dividend paid
|
(2.0)
|
Accrued
sales costs (Managed Wind-Down)
|
(1.8)
|
Exceptional
Corporate Activity
|
(0.8)
|
Gross
Valuation Movement
|
(1.1)
|
Capital
Expenditure
|
(0.7)
|
Loss on
Sale
|
(0.1)
|
June
2024 NAV
|
73.3
|
Share
Price:
The share
price total return (assuming dividends reinvested) is the return
measure most aligned to the experience of the shareholder but is
the one that the Investment Manager has the least influence
over.
The table
below compares the API share price return to that of the FTSE all
share REIT index and AIC Property UK Commercial (weighted average)
segment.
Share
Price Total Returns to 30 June
2024
Source
AIC, abrdn
|
1
year
%
|
3
years
%
|
5
years
%
|
10
years
%
|
abrdn
Property Income Trust Limited
|
17.2
|
(10.3)
|
(24.9)
|
21.3
|
FTSE
All-Share Index
|
13.0
|
23.9
|
30.9
|
77.8
|
FTSE
All-Share REIT Index
|
18.1
|
(12.8)
|
(3.4)
|
20.2
|
AIC
Property Direct – UK Sector (weighted Average)
|
7.1
|
(10.4)
|
(7.8)
|
18.2
|
Dividends
The
Company has continued to pay a dividend of 1p per quarter.
Excluding the costs incurred with the various corporate activities
(non-recurring costs) the dividend was 77.3% covered by net income.
Including costs associated with the corporate activity the dividend
cover was 36.4%. The Board has confirmed it will pay one further
dividend of 1p before the exchange of contracts for the sale of the
property portfolio. After the sale distributions to shareholders
are likely to be capital in nature.
Portfolio
Valuation
The
investment portfolio is valued on a quarterly basis by Knight Frank
LLP who are appointed by the Board as Independent Valuers. The
valuations are undertaken under the provisions of the RICS Red
Book. As at 30 June 2024 the Company
owned 42 assets with a total value of £405.5m and held £7m cash.
(46 assets, £439.2m and £6.7m cash as at 30
December 2023).
Environmental
Social and Governance (ESG)
ESG is
covered in detail in our annual report and accounts. It is fully
integrated into the Investment Manger’s investment process, however
with the change of Investment Strategy the focus is on ensuring ESG
supports sales of the assets, rather than taking a longer-term
outlook on carbon reduction and asset enhancement. The Company no
longer subscribes to GRESB.
No further
investment will be made in new ESG projects unless approved by the
Board or already committed.
Land
at Far Ralia
Significant
progress has been made with the planting regime, and as at
30 June 2024, 4 of the 5 designated
planting areas are complete, and the final planting is expected to
take place before year end. The registration of pending carbon
credits and grant funding is well progressed. The Company will not
undertake the Peatland restoration given the change in Investment
Strategy. Marketing of the asset has commenced.
Asset
Management
Three new
leases were agreed during the first half of the year, securing an
annual rent of £0.25m per annum. While we received good interest in
the two largest voids (logistics units in Swadlingcote and
Knowsley) we have not yet been able to agree terms on these. Three
lease renewals were agreed securing an increase of £0.5m per annum
and two rent reviews were settled with an average uplift of
6.9%
Sales:
Four
assets have been sold in the first half of 2024 with a total sales
price of £29.8m.
▸London,
15 Basinghall Street (Office) – sold in the first quarter for
£9.8m.
▸Warrington,
Opus 9 (Industrial) – sold in the first quarter for
£6.8m.
▸Hebburn,
Unit 4 Monkton Business Park (Industrial) – sold in the second
quarter for £5.3m to the tenant.
▸Bristol,
Kings Business Park (Industrial) – sold in the second quarter for
£7.9m.
Two
further assets have exchanged following 30th
June 2024 as follows:
▸Dover,
Bastion Point (Industrial)
- sold for
£9.5m
▸Manchester,
101 Princess Street (Office) – sold for £4.3m
Debt
The
Company has two debt facilities from the Royal Bank of Scotland
International (RBSI). The first is a fully drawn term loan of £85m
priced at a margin of 150 bps over Sonia. This is subject to an
interest rate cap of 3.96%. The second facility is a Revolving
Credit Facility (RCF) of £80m, which is also priced at a margin of
150 bps over Sonia.
Both
facilities mature in April 2026. As
at 30 June 2024 the Company had
£38.9m drawn under the RCF and the Loan to Value ratio (LTV) was
28.7%.
There is
no prepayment fee associated with the term loan.
Outlook
and Future Strategy
As
managers we will work with the Board and their advisers to enable
the sale of the property portfolio to GoldenTree as quickly as
possible. The sale of Far Ralia also remains a focus. Once the
portfolio sale has taken place and the liquidator has been
appointed it is likely we will continue to assist as the Company is
wound up and the final cash payment is made to
shareholders.
PROPERTY
INVETMENTS
Top
Ten Properties
Property
|
Value
(range)
|
Sector
|
%
of total portfolio
|
Halesowen,
B&Q
|
£22m -
£24m
|
Retail
|
5.6%
|
Rotherham,
Ickles Way
|
£20m -
£22m
|
Industrial
|
5.2%
|
Birmingham,
54 Hagley Road
|
£18m -
£20m
|
Office
|
4.7%
|
Welwyn
Garden City, Morrison’s
|
£18m -
£20m
|
Retail
|
4.5%
|
Shellingford,
White Horse Business Park
|
£16m -
£18m
|
Industrial
|
3.8%
|
Swadlincote,
Tetron 141
|
£14m -
£16m
|
Industrial
|
3.7%
|
London,
Hollywood Green
|
£12m -
£14m
|
Other
|
3.4%
|
Washington,
Rainhill Road
|
£12m -
£14m
|
Industrial
|
3.4%
|
Corby, 3
Earlstrees Road
|
£12m -
£14m
|
Industrial
|
3.3%
|
St Helens,
Stadium Way
|
£12m -
£14m
|
Industrial
|
3.1%
|
Top
Ten Tenants
Tenant
|
Passing
Rent
|
%
of total contracted rent
|
Public
Sector
|
£2,022,243
|
7.6%
|
B&Q
Plc
|
£1,560,000
|
5.9%
|
WM
Morrisons Supermarkets Ltd
|
£1,252,162
|
4.7%
|
The
Symphony Group Plc
|
£1,225,000
|
4.6%
|
Schlumberger
Oilfield UK Plc
|
£1,138,402
|
4.3%
|
Timbmet
Limited
|
£904,768
|
3.4%
|
Atos IT
Services Limited
|
£872,466
|
3.3%
|
CEVA
Logistics Limited
|
£840,000
|
3.2%
|
Thyssenkrupp
Materials (UK) Ltd
|
£643,565
|
2.4%
|
Hermes
Parcelnet Ltd
|
£591,500
|
2.2%
|
Portfolio
Allocation by region
Region
|
Weighting
|
South
East
|
24.2%
|
West
Midlands
|
19.9%
|
North
West
|
15.1%
|
East
Midlands
|
14.4%
|
North
East
|
11.8%
|
Scotland
|
11.2%
|
London
West End
|
1.8%
|
South
West
|
1.6%
|
PRINCIPAL
RISKS AND UNCERTAINTIES
The
Company’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. The main risks to the Company currently are those
associated with the future of the Company as detailed below. The
Board and Investment Manager seek to mitigate risks through a
strong initial due diligence process, continual review of the
portfolio and active asset management initiatives. All of the
properties in the portfolio are insured, providing protection
against risks to the properties and also protection in case of
injury to third parties in relation to the properties.
The Board
has carried out an assessment of the risk profile of the Company
which concluded that the risks as at 30 June
2024, were not materially different from those detailed in
the statutory accounts for the Company for the year ended
31 December 2023, other than the
specific risks associated with the sale of the property portfolio
and Far Ralia and the return of capital to shareholders.
Having
reviewed the principal risks, the Directors believe that the
Company has adequate resources to continue in operational existence
throughout the portfolio sale and liquidation
process.
Given
there existed a clear indication to place the group into
liquidation at a point in the future, the financial statements to
30th June 2024 have been prepared on
a basis other than going concern (please see Note 1 for further
information).
Future
of the Company
On the
28 May 2024, API shareholders voted
in favour of implementing a Managed Wind-Down.
As
detailed more fully in the statutory accounts, the Board were
conscious that there were several risks associated with the size,
speed and method of capital distributions back to shareholders, and
the maintenance of REIT status for tax purposes.
Several
options were considered to mitigate these risks. Further
explanations are included in the circular sent to shareholders
dated 14 May 2024 in advance of the
Shareholders meeting.
The
proposed sale of abrdn Property Holdings Limited, the subsidiary
that holds the property portfolio, to GoldenTree is subject to a
Sale and Purchase Agreement signed on 26
September 2024. As part of that agreement GoldenTree have
paid a non-refundable deposit to the company. The purchaser has
also carried out extensive due diligence on the Company and its
properties. Despite that, risks remain that the terms of the Sale
and Purchase agreement are not met.
An
additional risk is the transfer of Far Ralia from abrdn Property
Holdings Limited to the Company, as it requires governmental
approval. The timing of when this can be achieved is uncertain. The
value obtained from the sale of Far Ralia when the Company can sell
it is a further uncertainty.
Once the
sale to GoldenTree has completed, the Board will seek shareholder
approval to appoint a liquidator and put the company into
liquidation.
STATEMENT OF DIRECTOR’S RESPONSIBILITIES
CONDENSED
The Directors are responsible for preparing the Interim Report in
accordance with the applicable law and
regulations.
The Directors confirm that to the best of their
knowledge:
▸The
Unaudited Condensed Consolidated Financial Statements have been
prepared in accordance with IAS 34; and;
▸
The Interim Report includes a fair review of the information
required by 4.2.7R and 4.2.8R of the Financial Conduct Authority’s
Disclosure Guidance and Transparency Rules; and
▸
In accordance with 4.2.9R of the Financial Conduct Authority’s
Disclosure Guidance and Transparency Rules, it is confirmed that
this publication has not been audited or reviewed by the Company’s
auditors.
The Interim Report, for the six months ended 30 June 2024, comprises an Interim Report in the
form of the Chair’s Statement, the Investment Manager’s Report, the
Directors’ Responsibility Statement and Unaudited Consolidated
Condensed Financial Statements. The Directors each confirm to the
best of their knowledge that:
▸
the Unaudited Condensed Consolidated Financial Statements are
prepared in accordance with IFRSs as adopted by the European Union,
and give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Group; and
▸
the Interim 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
faced.
For and on behalf of the Directors of abrdn Property Income Trust
Limited.
Approved by the Board on
27 September
2024
James
Clifton-Brown
Chair
UNAUDITED
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
|
For
the period ended 30 June 2024
|
|
|
01
Jan 24
|
01
Jan 23
|
01
Jan 23
|
|
|
to
30 Jun 24
|
To
30 Jun 23
|
to
31 Dec 23
|
|
Notes
|
£
|
£
|
£
|
Rental
income
|
|
13,518,687
|
13,158,202
|
27,552,279
|
Service
charge income
|
3
|
2,867,089
|
2,634,895
|
4,884,357
|
Service
charge expenditure
|
3
|
(3,372,243)
|
(3,548,933)
|
(6,354,598)
|
Net
Rental Income
|
|
13,013,533
|
12,244,164
|
26,082,038
|
|
|
|
|
|
Administrative
and other expenses
|
|
|
|
|
Investment
management fee
|
3
|
(1,080,365)
|
(1,319,824)
|
(2,632,225)
|
Other
direct property operating expenses
|
3
|
(1,030,686)
|
(1,356,485)
|
(2,408,461)
|
Net
Impairment gain/(loss) on trade receivables
|
3
|
88,255
|
(62,325)
|
213,048
|
Fees
associated with strategic review and aborted merger
|
3
|
(3,009,280)
|
-
|
(1,729,925)
|
Other
administration expenses
|
3
|
(709,857)
|
(544,932)
|
(1,136,742)
|
Total
administrative and other expenses
|
|
(5,741,933)
|
(3,283,566)
|
(7,694,305)
|
Operating
profit before changes in fair value of investment
properties
|
|
7,271,600
|
8,960,598
|
18,387,733
|
|
|
|
|
|
Valuation
loss from investment properties
|
4
|
(8,292,948)
|
(2,796,932)
|
(17,989,531)
|
Valuation
gain/(loss) from land
|
6
|
1,334,755
|
(475,619)
|
(783,683)
|
Estimated
costs arising from future disposal
|
13
|
(6,690,173)
|
-
|
-
|
Loss on
disposal of investment properties
|
4
|
(453,768)
|
(5,465)
|
(279,090)
|
Operating
(loss)/profit
|
|
(6,830,534)
|
5,682,582
|
(664,571)
|
|
|
|
|
|
Finance
income
|
|
52,081
|
51,405
|
92,178
|
Finance
costs
|
|
(4,548,455)
|
(2,870,136)
|
(7,695,508)
|
(Loss)/gain
for the period before taxation
|
|
(11,326,908)
|
2,863,851
|
(8,267,901)
|
|
|
|
|
|
Taxation
|
|
|
|
|
Tax
charge
|
|
-
|
-
|
-
|
(Loss)/gain
for the period, net of tax
|
|
(11,326,908)
|
2,863,851
|
(8,267,901)
|
|
|
|
|
|
Other
comprehensive income/(loss)
|
|
|
|
|
Movement
in fair value on swap
|
|
-
|
(902,534)
|
(902,534)
|
Movement
in fair value on interest rate cap
|
|
356,278
|
1,837,334
|
(789,918)
|
Total
other comprehensive income/(loss)
|
|
356,278
|
934,800
|
(1,692,452)
|
|
|
|
|
|
Total
comprehensive (loss)/gain for the period, net of
tax
|
|
(10,970,630)
|
3,798,651
|
(9,960,353)
|
|
|
|
|
|
|
|
|
|
|
(Loss)/earnings
per share
|
|
|
|
|
Basic and
diluted (loss)/earnings per share
|
7
|
(3.0)
|
0.8
|
(2.2)
|
All items
in the above Consolidated Statement of Comprehensive Income derive
from discontinuing operations.
The notes
below are an integral part of these Consolidated Financial
Statements.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
|
|
As
at 30 June 2024
|
|
|
|
30
Jun 24
|
30
Jun 23
|
31
Dec 23
|
Assets
|
Notes
|
£
|
£
|
£
|
Non-current
assets
|
|
|
|
|
Investment
properties
|
4
|
-
|
431,171,992
|
388,338,754
|
Lease
incentives
|
4
|
-
|
8,162,006
|
9,306,403
|
Land
|
6
|
-
|
7,500,000
|
8,250,000
|
Interest
rate cap
|
11
|
-
|
2,900,969
|
559,671
|
Rental
deposits held on behalf of tenants
|
|
-
|
703,209
|
895,003
|
|
|
-
|
450,438,176
|
407,349,831
|
Current
Assets
|
|
|
|
|
Investment
properties
|
4,
5
|
342,733,133
|
-
|
-
|
Investment
properties held for sale
|
4, 5,
13
|
39,757,987
|
-
|
35,100,000
|
Land
|
6
|
9,835,000
|
-
|
-
|
Trade and
other receivables
|
|
15,572,608
|
5,737,177
|
6,101,152
|
Cash and
cash equivalents
|
|
7,485,037
|
9,958,675
|
6,653,838
|
Interest
rate cap
|
11
|
1,350,870
|
1,406,290
|
849,110
|
|
|
416,734,635
|
17,102,142
|
48,704,100
|
Total
assets
|
|
416,734,635
|
467,540,318
|
456,053,931
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Trade and
other payables
|
|
11,358,974
|
11,320,946
|
14,018,455
|
Bank
borrowings
|
12
|
123,410,970
|
-
|
-
|
Obligation
under finance leases
|
|
2,481,258
|
-
|
-
|
|
|
137,251,202
|
11,320,946
|
14,018,455
|
Non-current
liabilities
|
|
|
|
|
Bank
borrowings
|
12
|
-
|
134,242,626
|
141,251,910
|
Obligations
under finance leases
|
|
-
|
1,811,711
|
1,810,120
|
Rental
deposits due to tenants
|
|
-
|
703,209
|
895,003
|
|
|
-
|
136,757,546
|
143,957,033
|
Total
liabilities
|
|
137,251,202
|
148,078,492
|
157,975,488
|
|
|
|
|
|
Net
assets
|
|
279,483,433
|
319,461,826
|
298,078,443
|
|
|
|
|
|
Equity
|
|
|
|
|
Capital
and reserves attributable to Company’s equity
holders
|
|
|
|
|
Share
capital
|
9
|
228,383,857
|
228,383,857
|
228,383,857
|
Treasury
share reserve
|
9
|
(18,400,876)
|
(18,400,876)
|
(18,400,876)
|
Retained
Earnings
|
|
-
|
2,899,511
|
-
|
Capital
reserves
|
|
(23,406,434)
|
8,740,962
|
(9,660,578)
|
Other
distributable reserves
|
|
92,906,886
|
97,838,372
|
97,756,040
|
Total
equity
|
|
279,483,433
|
319,461,826
|
298,078,443
|
|
|
|
|
|
|
|
|
|
|
|
|
2024
(p)
|
2023
(p)
|
2023
(p)
|
NAV
per share
|
|
73.3
|
83.8
|
78.2
|
|
|
|
|
|
|
UNAUDITED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITYFor the
period ended 30 June 204
|
Notes |
Share
Capital
£ |
Treasury
Shares
£ |
Retained
Earnings
£ |
Capital
Reserves
£ |
Other Distributable
Reserves
£ |
Total
Equity
£ |
Opening balance 1 January
2024 |
|
228,383,857 |
(18,400,876) |
- |
(9,660,578) |
97,756,040 |
298,078,443 |
Loss for the
period |
|
- |
- |
(11,326,908) |
- |
- |
(11,326,908) |
Other comprehensive
income |
|
- |
- |
- |
356,278 |
- |
356,278 |
Total comprehensive loss
for the period |
|
- |
- |
(11,326,908) |
356,278 |
- |
(10,970,630) |
Dividends
paid |
10 |
- |
- |
(7,624,380) |
- |
- |
(7,624,380) |
Valuation loss from
investment properties |
4 |
- |
- |
8,292,948 |
(8,292,948) |
- |
- |
Valuation gain from
land |
6 |
- |
- |
(1,334,755) |
1,334,755 |
- |
- |
Estimated costs arising
from future disposal |
13 |
- |
- |
6,690,173 |
(6,690,173) |
- |
- |
Loss on disposal of
investment properties |
4 |
- |
- |
453,768 |
(453,768) |
- |
- |
Transfer from Other
distributable reserves |
|
- |
- |
4,849,154 |
- |
(4,849,154) |
- |
Balance at 30 June
2024 |
|
228,383,857 |
(18,400,876) |
- |
(23,406,434) |
92,906,886 |
279,483,433 |
|
|
|
|
|
|
|
|
Opening balance 1 January
2023 |
|
228,383,857 |
(18,400,876) |
4,382,024 |
11,084,178 |
97,838,372 |
323,287,555 |
Profit for the
period |
|
- |
- |
2,863,851 |
- |
- |
2,863,851 |
Other comprehensive
income |
|
- |
- |
- |
934,800 |
- |
934,800 |
Total comprehensive gain
for the year |
|
- |
- |
2,863,851 |
934,800 |
- |
3,798,651 |
Dividends
paid |
10 |
- |
- |
(7,624,380) |
- |
- |
(7,624,380) |
Valuation loss from
investment properties |
4 |
- |
- |
2,796,932 |
(2,796,932) |
- |
- |
Valuation loss from
land |
6 |
- |
- |
475,619 |
(475,619) |
- |
- |
Loss on disposal of
investment properties |
4 |
- |
- |
5,465 |
(5,465) |
- |
- |
Balance at 30 June
2023 |
|
228,383,857 |
(18,400,876) |
2,899,511 |
8,740,962 |
97,838,372 |
319,461,826 |
|
|
|
|
|
|
|
|
Opening balance 1 January
2023 |
|
228,383,857 |
(18,400,876) |
4,382,024 |
11,084,178 |
97,838,372 |
323,287,555 |
Loss for the
year |
|
- |
- |
(8,267,901) |
- |
- |
(8,267,901) |
Other comprehensive
loss |
|
- |
- |
- |
(1,692,452) |
- |
1,692,452 |
Total comprehensive loss
for the year |
|
- |
- |
(8,267,901) |
(1,692,452) |
- |
(9,960,353) |
Dividends
paid |
10 |
- |
- |
(15,248,759) |
- |
- |
(15,248,759) |
Valuation loss from
investment properties |
4 |
- |
- |
17,989,531 |
(17,989,531) |
- |
- |
Valuation loss from
land |
6 |
- |
- |
783,683 |
(783,683) |
- |
- |
Loss on disposal of
investment properties |
4 |
- |
- |
279,090 |
(279,090) |
- |
- |
Transfer from Other
distributable reserves |
|
- |
- |
82,332 |
- |
(82,332) |
- |
Balance at 31 December
2023 |
|
228,383,857 |
(18,400,876) |
- |
(9,660,578) |
97,756,040 |
298,078,443 |
UNAUDITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
|
|
For
the period ended 30 June 2024
|
|
|
|
01
Jan 24
|
01
Jan 23
|
01
Jan 23
|
|
|
to
30 Jun 24
|
to
30 Jun 23
|
to
31 Dec 23
|
Cash
flows from operating activities
|
Notes
|
£
|
£
|
£
|
Loss for
the year before taxation
|
|
(11,326,908)
|
2,863,851
|
(8,267,901)
|
Movement
in lease incentives
|
|
(53,108)
|
195,030
|
(984,446)
|
Movement
in trade and other receivables
|
|
353,512
|
1,768,479
|
1,212,710
|
Movement
in trade and other payables
|
|
(3,249,221)
|
(50,187)
|
2,353,098
|
Finance
costs
|
|
4,548,455
|
2,870,136
|
7,695,508
|
Finance
income
|
|
(52,081)
|
(51,405)
|
(92,178)
|
Valuation
loss from investment properties
|
4
|
8,292,948
|
2,796,932
|
17,989,531
|
Valuation
(gain)/loss from land
|
6
|
(1,334,755)
|
475,619
|
783,683
|
Estimated
costs arising from future disposal
|
13
|
6,690,173
|
-
|
-
|
Loss on
disposal of investment properties
|
4
|
453,768
|
5,465
|
279,090
|
Net
cash inflow from operating activities
|
|
4,322,783
|
10,873,920
|
20,969,095
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
Finance
income
|
|
52,081
|
51,405
|
92,178
|
Purchase
of investment properties
|
4
|
-
|
(23,984,360)
|
(23,986,401)
|
Additions
to land
|
6
|
(415,245)
|
(475,619)
|
(1,533,683)
|
Capital
expenditure on investment properties
|
4
|
(2,369,803)
|
(7,854,889)
|
(21,678,721)
|
Net
proceeds from disposal of investment properties
|
4
|
29,146,232
|
(5,465)
|
6,120,910
|
Net
cash inflow/(outflow) from investing activities
|
|
26,413,265
|
(32,268,928)
|
(40,985,717)
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
Borrowing
on RCF
|
12
|
10,300,000
|
50,000,000
|
63,000,000
|
Repayment
of RCF
|
12
|
(28,274,379)
|
-
|
(6,125,621)
|
Repayment
of expired facility
|
12
|
-
|
(110,000,000)
|
(110,000,000)
|
New term
facility
|
12
|
-
|
85,000,000
|
85,000,000
|
Interest
paid on bank borrowing
|
|
(4,816,402)
|
(3,098,005)
|
(7,396,815)
|
Receipts
on Interest rate SWAP
|
|
-
|
1,254,217
|
1,254,217
|
Receipts
on Interest rate Cap
|
|
544,080
|
-
|
365,674
|
Finance
lease interest
|
|
(33,768)
|
(49,202))
|
(49,289)
|
Dividends
paid to the Company’s shareholders
|
10
|
(7,624,380)
|
(7,624,380)
|
(15,248,759)
|
Net
cash (outflow)/ inflow from financing
activities
|
|
(29,904,849)
|
15,482,630
|
10,799,407
|
|
|
|
|
|
Net
increase/(decrease) in cash and cash
equivalents
|
|
831,199
|
(5,912,378)
|
(9,217,215)
|
Cash and
cash equivalents at beginning of period
|
|
6,653,838
|
15,871,053
|
15,871,053
|
|
|
|
|
|
Cash
and cash equivalents at end of period
|
|
7,485,037
|
9,958,675
|
6,653,838
|
|
|
|
|
|
|
Notes TO the consolidated financial
statements
-
Accounting
policies
Basis
of preparation
The
Unaudited Consolidated Financial Statements have been prepared in
accordance with International Financial Reporting Standard (“IFRS”)
IAS 34 ‘Interim Financial Reporting’ and, except as described
below, the accounting policies set out in the statutory accounts of
the Group for the year ended 31 December
2023. The condensed Unaudited Consolidated Financial
Statements do not include all of the information required for a
complete set of IFRS financial statements and should be read in
conjunction with the Consolidated Financial Statements of the Group
for the year ended 31 December 2023,
which were prepared under full IFRS requirements.
Assessment
of Going Concern
During the
second half of 2023 the Board undertook a strategic review. This
review was prompted by the Board’s concerns, as well as those of
some shareholders about the Group’s size, the lack of liquidity in
its shares, the persistent discount to NAV and an uncovered
dividend. The outcome of this review, following interest from other
listed REITs, was that the Board recommended to shareholders that
they vote in favour of a proposed merger with Custodian Property
Income REIT plc (“Custodian”) for the reasons outlined in various
announcements to shareholders during the first quarter of
2024.
As
detailed more fully in the 2023 Annual Report & Financial
Statements, this proposal did not attract sufficient support from
shareholders to be passed at the Extraordinary General
Meeting.
Following
the vote, shareholders were given the opportunity to vote on a
proposed change to the Group’s Investment Policy which if passed
would place the Group into a Managed and Orderly Wind-Down
(“wind-down EGM”), selling assets and returning funds to
shareholders as such funds become available.
On the
28 May 2024, approximately 96% of
shareholders who voted cast their votes in favour of this proposal
and the resolution passed.
Under the
Managed Wind-Down process, the Group and its subsidiaries have been
managed with the intention of realising all the assets in its
portfolio in an orderly manner, with a view to repaying borrowings
and making timely returns of capital to shareholders whilst aiming
to obtain the best achievable value for the assets.
The
timeline for the disposal of the property portfolio depends on the
completion of the sale and purchase agreement with GoldenTree, and
the authority to transfer Far Ralia from a subsidiary to the top
company. The target completion day for the sale of the subsidiary
is 29 November 2024. The transfer of
and subsequent sale of Far Ralia is likely to take longer and
possibly 12-24 months. At an appropriate point in the sale process,
API will seek shareholder approval to appoint a liquidator to wind
up the ultimate parent entity and to cancel the ultimate parent
entity’s admission to trading on the Main Market of the London
Stock Exchange. Trading in API Shares will no longer be possible
from that time.
At the
date of approval of the 2023 Annual Report & Financial
Statements of API, the outcome of the vote at the wind-down EGM was
not known and could not be ascertained.
As such,
the consolidated financial statements were prepared on a going
concern basis with material uncertainty.
The Boards
of Directors of API have undertaken an assessment and are satisfied
that all entities within the Group will have no difficulty in
meeting their liabilities as they fall due during the forthcoming
sale process. In particular, the relevant Boards are satisfied that
the requirements of the Group’s lender can be
met.
However,
there now exists a clear intention to enter liquidation at some
point after the completion of the sale and purchase agreement with
GoldenTree.
As such,
in accordance with IAS1 para 25 and IAS 10 (Events after the
Reporting Period) para 14, these financial statements have been
prepared on a basis other than going concern.
There is
no general dispensation from the measurement, recognition and
disclosure requirements if the entity is not expected to continue
as a going concern.
The
Company proposes to use the ‘normal’ recognition and measurement
requirements as the starting point for accounting and only apply
different methods where adequate justification exists, for example
arising from events after the reporting date.
As the
Group and its subsidiaries are currently not in the process of
being liquidated nor will they be liquidated until shareholders
approve the appointment of a liquidator it has not been deemed
appropriate to prepare these accounts on a ‘break-up
basis’.
As such,
the financial statements have been prepared on a basis other than
that of a going concern.
Adjustments
to going concern basis of accounting
In
addition to assessing the Company’s significant accounting
judgements, estimates and assumptions, the Board has also
considered the following areas where it might be appropriate to
apply adjustments to the ‘normal’ IFRS basis:
1)
Measurement of Assets
It is
appropriate to consider the need to write down assets to their net
realisable value.
Investment
Properties and Financial Instruments are stated at fair value,
while other assets including trade receivables are recognised at
their recoverable amount already.
The Board
has assessed the basis for and measurement of Investment Properties
and have decided to reduce fair value by the estimated cost of
disposal.
Further
details can be found in note 13.
2)
Liabilities
The Board
recognise that it would be appropriate to accrue costs associated
with potentially onerous contracts by applying guidance in IAS 37
‘Provisions, Contingent Liabilities and Contingent
Assets’.
However,
at the date of approval of the financial statement, no such
contracts exist, and accordingly no provisions have been
made.
3)
Presentation and disclosure
The Board
has assessed the classification of assets and liabilities between
current and non-current. Assets that met the criteria to be
classified as held for sale at 30 June
2024 have been classified as current assets. Non-current
assets and liabilities that met the criteria to be classified as
held for sale subsequent to 30 June
2024 as a result of the sale and purchase agreement with
GoldenTree have been reclassified as current as they are expected
to be realised in less than 12 months.
After
careful consideration, the Board believes that it would not be
meaningful to present the results of discontinued operations as a
separate financial statement line item of income or loss (in
accordance with IFRS 5) because this would not result in meaningful
information in a situation where all of an entity’s operations will
be discontinued.
Finally,
the Board has assessed whether adoption of a basis other than a
going concern would have any material impact on comparatives and
have concluded this not to be the case.
As at
31 December 2023, 5 assets valued at
£35.1m were deemed ‘held for sale’ which would have been impaired
by £579,150 (0.15p per share) if adopting a similar
methodology.
-
Related Party
Disclosure
Parties
are considered to be related if one party has the ability to
control the other party or exercise significant influence over the
other party in making financial or operational
decisions.
Directors’
remuneration
The
Directors of the Company are deemed as key management personnel and
received fees for their services. Total fees for the period ended
30 June 2024 were £256,081 (period
ended 30 June 2023: £114,057) none of
which remained payable at the end of June.
Investment
manager
abrdn Fund
Managers Limited (formerly known as Aberdeen Standard Fund Managers
Limited), as the Manager of the Group from 10 December 2018, received fees for their
services as Investment Managers. Further details are provided in
note 3.
3.
Administrative and Other Expenses
|
|
6
months to
|
6
months to
|
Year
to
|
|
|
30
Jun 24
|
30
Jun 23
|
31
Dec 23
|
|
Notes
|
£
|
£
|
£
|
Investment
management fees
|
3a
|
1,080,365
|
1,319,824
|
2,632,225
|
|
|
|
|
|
Other
direct property expenses
|
|
|
|
|
Vacant
Costs (excluding void service charge)
|
|
449,622
|
693,261
|
1,217,722
|
Repairs
and maintenance
|
|
164,039
|
255,958
|
418,360
|
Letting
fees
|
|
211,037
|
200,102
|
405,684
|
Other
costs
|
|
205,988
|
207,164
|
366,695
|
Total
Other direct property expenses
|
|
1,030,686
|
1,356,485
|
2,408,461
|
|
|
|
|
|
Net
Impairment gain on trade receivables *
|
|
(88,255)
|
62,325
|
(213,048)
|
|
|
|
|
|
Fees
associated with strategic review and aborted
merger
|
3b
|
3,009,280
|
-
|
1,729,925
|
|
|
|
|
|
Other
administration expenses
|
|
|
|
|
Directors’
fees and subsistence
|
2
|
256,081
|
114,057
|
239,436
|
Valuer’s
fees
|
|
35,248
|
37,615
|
75,524
|
Auditor’s
fees
|
|
76,450
|
65,640
|
192,700
|
Marketing
|
|
76,425
|
112,402
|
222,893
|
Other
administration costs
|
|
265,653
|
215,218
|
406,189
|
Total
Other administration expenses
|
|
709,857
|
544,932
|
1,136,742
|
Total
Administrative and other expenses
|
|
5,741,933
|
3,283,566
|
7,694,305
|
* In the
prior period, impairment gains/(losses) on trade receivables
(Jun 2023: loss of £52,273) were
disclosed separately to amounts written-off in the period
(Jun 2023:
£10,052).
The
disclosure has been simplified in the current period.
|
6
months to
|
6
months to
|
Year
to
|
|
30
Jun 24
|
30
Jun 23
|
31
Dec 23
|
|
£
|
£
|
£
|
Total
service charge billed to tenants
|
2,714,494
|
2,593,408
|
4,731,793
|
Service
charge due from tenants
|
152,595
|
41,487
|
152,564
|
Service
charge income
|
2,867,089
|
2,634,895
|
4,884,357
|
|
|
|
|
Total
service charge expenditure incurred
|
2,867,089
|
2,634,895
|
4,884,357
|
Service
charge incurred in respect of void units
|
505,154
|
914,038
|
1,470,241
|
Service
charge expenditure
|
3,372,243
|
3,548,933
|
6,354,598
|
3a.
Investment management fees
From
1 January 2023, the Group agreed a
10bps reduction in the fee payable to the Investment Manager under
the terms of the IMA; effective from 1
January 2023 this was 0.60% of total assets up to £500m, and
0.50% of total assets in excess of £500 million.
Considering
the proposed merger (see note 1), the Board served notice on the
Investment Management Agreement
on
12 October 2023.
Following
the Shareholder vote to place the Group into a Managed Wind-Down, a
new agreement was signed effective 31 May
2024.
Under the
novated agreement, the Investment Manager is entitled to a fee of
0.20% per annum on total assets, with a further 0.40% payable based
on the Gross Disposal proceeds of the underlying portfolio – the
latter payable near conclusion of the Managed
Wind-Down.
The total
fees incurred for the period ended 30 June
2024 amounted to £1,080,365 (period ended 30 June 2023: £1,319,824). The amount due and
payable at the year-end amounted to £462,977 (period ended
30 June 2023:
£1,319,824).
As
detailed in note 13, £1,621,860 has been recognised as an
impairment to the Investment Properties and Land in relation to the
anticipated 0.40% disposal fee based on the current market
valuations.
3b. Fees associated with strategic review and aborted
merger
As
described in more detail in note 1, the Board undertook a strategic
review during the second half of 2023 after concerns over the
Company’s size, liquidity, persistent discount to NAV and dividend
cover.
The
outcome of this review, following interest from other listed REITs,
was that the Board recommended to shareholders that they vote in
favour of a proposed merger with Custodian REIT.
The costs
associated with the initial Rule 2.7 announcement (including
advisor, due diligence and valuation fees) were £2,041,248 of which
£1,729,925 was accrued and unpaid at 31
December 2023 based on levels of work in progress
(WIP).
These fees
did not include any costs associated with the subsequent approach
from Urban Logistics or proposed Managed and Orderly Wind-Down
following the EGM on 27 March 2024
(see note 13).
Since the
end of 2023, further fees and costs of £3,009,280 have been
recognised in the first half of 2024.
4.
Investment Properties
|
UK
|
UK
|
UK
|
UK
|
|
|
Industrial
|
Office
|
Retail
|
Other
|
Total
|
|
30
Jun 2024
|
30
Jun 2024
|
30
Jun 2024
|
30
Jun 2024
|
30
Jun 2024
|
|
£
|
£
|
£
|
£
|
£
|
Market
value at 1 January
|
250,070,037
|
72,575,000
|
72,390,000
|
35,900,000
|
430,935,037
|
Purchases
|
-
|
-
|
-
|
-
|
-
|
Capital
expenditure
|
2,363,118
|
(247,299)
|
254,369
|
(385)
|
2,369,803
|
Opening
market value of disposals
|
(19,750,000)
|
(9,850,000)
|
-
|
-
|
(29,600,000)
|
Valuation
loss
|
(596,732)
|
(5,008,133)
|
(3,400,395)
|
712,312
|
(8,292,948)
|
Movement
in lease incentives
|
38,577
|
80,432
|
(53,974)
|
(11,927)
|
53,108
|
Market
value at 30 June
|
232,125,000
|
57,550,000
|
69,190,000
|
36,600,000
|
395,465,000
|
Investment
property recognised as held for sale
|
(36,025,000)
|
(4,400,000)
|
-
|
-
|
(40,425,000)
|
Market
value net of held for sale at 30 June
|
196,100,000
|
53,150,000
|
69,190,000
|
36,600,000
|
355,040,000
|
Right of
use asset recognised on leasehold properties
|
-
|
2,481,258
|
-
|
-
|
2,481,258
|
Adjustment
for lease incentives
|
(5,760,982)
|
(1,829,289)
|
(792,259)
|
(547,435)
|
(8,929,965)
|
Estimated
costs arising from future disposal
|
(3,235,650)
|
(876,975)
|
(1,141,635)
|
(603,900)
|
(5,858,160)
|
Carrying
value at 30 June
|
187,103,368
|
52,924,994
|
67,256,106
|
35,448,665
|
342,733,133
|
The
valuations were performed by Knight Frank LLP, acting in the
capacity of a valuation adviser to the AIFM, accredited external
valuers with recognised and relevant professional qualifications
and recent experience of the location and category of the
investment properties being valued. The valuation model in
accordance with Royal Institute of Chartered Surveyors (‘RICS’)
requirements on disclosure for Regulated Purpose Valuations has
been applied (RICS Valuation - Global Standards, which incorporate
the International Valuation Standards). These valuation models are
consistent with the principles in IFRS 13. The market value
provided by Knight Frank at the year-end was £395,465,000
(30 June 2023: £437,522,288) however
an adjustment has been made for lease incentives of £8,929,965
(30 June 2023: £8,162,007) that are
already accounted for as an asset. In addition, as required under
IFRS 16, a right of use asset of £2,481,258 (30 June 2023: £1,811,711) has been recognised in
respect of the present value of future ground rents and an amount
of £2,481,258 (30 June 2023:
£1,811,711) has also been recognised as an obligation under finance
leases in the balance sheet.
In the
condensed unaudited cash flow statement, loss from disposal of
investment properties arises as follows:
|
30
Jun 24
|
30
Jun 23
|
31
Dec 23
|
|
|
£
|
£
|
Opening
market value of disposals
|
29,600,000
|
-
|
6,400,000
|
Loss on
disposal
|
(453,768)
|
(5,465)
|
(279,090)
|
Net
proceeds from disposal of investment properties
|
29,146,232
|
(5,465)
|
6,120,910
|
Valuation
Methodology
The fair
value of completed investment properties are determined using the
income capitalisation method.
The income
capitalisation method is based on capitalising the net income
stream at an appropriate yield. In establishing the net income
stream the valuers have reflected the current rent (the gross rent)
payable to lease expiry, at which point the valuer has assumed that
each unit will be re-let at their opinion of ERV. The valuers have
made allowances for voids where appropriate, as well as deducting
non recoverable costs where applicable. The appropriate yield is
selected on the basis of the location of the building, its quality,
tenant credit quality and lease terms amongst other
factors.
There have
been no changes to the valuation techniques applied to any
property. At the Balance Sheet date the income capitalisation
method is considered to be appropriate for valuing all
assets.
The
Company appoints suitable valuers (such appointment is reviewed on
a periodic basis) to undertake a valuation of all the direct real
estate investments on a quarterly basis. The valuation is
undertaken in accordance with the current RICS guidelines and
requirements as mentioned earlier.
The
Investment Manager meets with the valuers on a quarterly basis to
ensure the valuers are aware of all relevant information for the
valuation and any change in the investment over the quarter. The
Investment Manager then reviews and discusses the draft valuations
with the valuers to ensure correct factual assumptions are
made.
The
management group that determines the Company’s valuation policies
and procedures for property valuations is the Property Valuation
Committee. The Committee reviews the quarterly property valuation
reports produced by the valuers (or such other person as may from
time to time provide such property valuation services to the
Company) before its submission to the Board, focusing in particular
on:
• significant
adjustments from the previous property valuation report;
• reviewing
the individual valuations of each property;
• compliance
with applicable standards and guidelines including those issued by
RICS and the FCA Listing Rules;
• reviewing
the findings and any recommendations or statements made by the
valuer;
• considering
any further matters relating to the valuation of the
properties.
The Chair
of the Committee makes a brief report of the findings and
recommendations of the Committee to the Board after each Committee
meeting. The minutes of the Committee meetings are circulated to
the Board. The Chair submits an annual report to the Board
summarising the Committee’s activities during the year and the
related significant results and findings.
The table
over leaf outlines the valuation techniques and inputs used to
derive Level 3 fair values for each class of investment properties.
The table includes:
• The
fair value measurements at the end of the reporting
period.
• The
level of the fair value hierarchy (e.g. Level 3) within which the
fair value measurements are categorised in their
entirety.
• A
description of the valuation techniques applied.
• Fair
value measurements, quantitative information about the significant
unobservable inputs used in the fair value measurement.
• The
inputs used in the fair value measurement, including the ranges of
rent charged to different units within the same
building.
As noted
above, all investment properties listed in the table over leaf are
categorised Level 3 and all are valued using the Income
Capitalisation method.
Country
& Class
30
Jun 2024
|
UK
Industrial
Level
3
|
UK
Office
Level
3
|
UK
Retail
Level
3
|
UK
Other
Level
3
|
Fair
Value
£
|
232,125,000
|
57,550,000
|
69,190,000
|
36,600,000
|
Key
Unobservable Input
|
Initial
Yield
|
Initial
Yield
|
Initial
Yield
|
Initial
Yield
|
Reversionary
yield
|
Reversionary
yield
|
Reversionary
yield
|
Reversionary
yield
|
Equivalent
Yield
|
Equivalent
Yield
|
Equivalent
Yield
|
Equivalent
Yield
|
Estimated
rental value per sq ft
|
Estimated
rental value per sq ft
|
Estimated
rental value per sq ft
|
Estimated
rental value per sq ft
|
Range
(weighted average)
|
0.00% to
9.61% (5.11%)
|
5.68% to
10.98% (8.62%)
|
6.41% to
9.73% (7.28%)
|
5.39% to
8.06% (6.38%)
|
5.20% to
8.99% (6.76%)
|
8.12% to
14.29% (11.76%)
|
5.76% to
7.81% (6.56%)
|
5.79% to
8.37% (6.41%)
|
5.56% to
8.50% (6.63%)
|
7.50% to
11.53% (9.82%)
|
6.01% to
10.42% (7.36%)
|
5.59% to
8.71% (6.64%)
|
£4.85 to
£10.50 (£7.11)
|
£15.79 to
£40.71 (£24.06)
|
£8.74 to
£32.54 (£16.83)
|
£6.50 to
£20.00 (£14.37)
|
Country
& Class
31
Dec 2023
|
UK
Industrial
Level
3
|
UK
Office
Level
3
|
UK
Retail
Level
3
|
UK
Other
Level
3
|
Fair
Value
|
250,070,037
|
72,575,000
|
72,390,000
|
35,900,000
|
Key
Unobservable Input
|
Initial
Yield
|
Initial
Yield
|
Initial
Yield
|
Initial
Yield
|
Reversionary
yield
|
Reversionary
yield
|
Reversionary
yield
|
Reversionary
yield
|
Equivalent
Yield
|
Equivalent
Yield
|
Equivalent
Yield
|
Equivalent
Yield
|
Estimated
rental value per sq ft
|
Estimated
rental value per sq ft
|
Estimated
rental value per sq ft
|
Estimated
rental value per sq ft
|
Range
(weighted average)
|
0.00% to
8.97% (4.80%)
|
4.56% to
10.51% (7.57%)
|
6.03% to
9.12% (6.91%)
|
5.40% to
9.30% (6.53%)
|
4.74% to
8.79% (6.55%)
|
7.34% to
12.20% (10.33%)
|
5.52% to
7.99% (6.22%)
|
5.81% to
9.40% (6.52%)
|
5.28% to
8.30% (6.46%)
|
7.04% to
9.98% (8.89%)
|
5.76% to
9.91% (7.02%)
|
5.58% to
9.21% (6.67%)
|
£4.75 to
£10.25 (£7.04)
|
£15.79 to
£45.94 (£27.08)
|
£0.00 to
£30.61 (£11.35)
|
£6.50 to
£20.00 (£14.49)
|
Descriptions
and definitions
The table
above includes the following descriptions and definitions relating
to valuation techniques and key observable inputs made in
determining the fair values.
Estimated
rental value (ERV)
The rent
at which space could be let in the market conditions prevailing at
the date of valuation.
Equivalent
yield
The
equivalent yield is defined as the internal rate of return of the
cash flow from the property, assuming a rise or fall to ERV at the
next review or lease termination, but with no further rental
change.
Initial
yield
Initial
yield is the annualised rents of a property expressed as a
percentage of the property value.
Reversionary
yield
Reversionary
yield is the anticipated yield to which the initial yield will rise
(or fall) once the rent reaches the ERV.
The table
below shows the ERV per annum, area per square foot, average ERV
per square foot, initial yield and reversionary yield as at the
Balance Sheet date.
|
30
Jun 24
|
30
Jun 23
|
31
Dec 23
|
ERV
p.a.
|
32,550,144
|
33,858,142
|
£34,189,042
|
Area
sq.ft.
|
3,341,499
|
3,585,128
|
3,503,840
|
Average
ERV per sq.ft.
|
£9.74
|
£9.44
|
£9.76
|
Initial
yield
|
6.0%
|
5.7%
|
5.8%
|
Reversionary
yield
|
7.5%
|
7.2%
|
7.1%
|
The table
below presents the sensitivity of the valuation to changes in the
most significant assumptions underlying the valuation of completed
investment property.
|
30
Jun 24
|
30
Jun 23
|
31
Dec 23
|
|
£
|
£
|
£
|
Increase
in equivalent yield of 50 bps
|
(26,544,103)
|
(33,598,162)
|
(31,373,168)
|
Decrease
in rental rates of 5% (ERV)
|
(14,521,858)
|
(16,650,621)
|
(15,910,176)
|
Below is a
list of how the interrelationships in the sensitivity analysis
above can be explained.
In both
cases outlined in the sensitivity table the estimated Fair Value
would increase (decrease) if:
-
The ERV is higher
(lower)
-
Void periods were shorter
(longer)
-
The occupancy rate was
higher (lower)
-
Rent free periods were
shorter (longer)
-
The capitalisation rates
were lower (higher)
5.
Investment Properties Held for Sale
As at
30 June 2024, the Group was actively
seeking a buyer for its Office asset in Manchester, its Industrial asset at Knowsley
and one of its Industrial assets at Swadlincote.
Furthermore,
the Group had received an offer for its Industrial asset in
Dover.
Consistent
with the other investment properties, an impairment loss of
£667,013 has been recognised to write down the Investment
Properties Held for Sale to their projected net realisable value.
Further details are provided in note 13.
The Group
exchanged contracts on the sale of Dover on 22 August 2024 for a price of £9.5m, and
completed on the sale of Manchester on 20
September 2024 for a price of £4.3m.
As at
31 December 2023, the Group was
actively seeking a buyer for several assets including its
Industrial assets Opus 9 in Warrington, Unit 5 Monkton Business Park in
Hebburn and Kings Business Park in Bristol. In addition, the Group was actively
seeking a buyer of its Office asset 15 Basinghall Street in
London, and 101 Princess Street in
Manchester.
The Group
exchanged contracts on the sale of Opus 9 on 7 March 2024 for a price of £6.75m, 15 Basinghall
Street on 22 March 2024 for a price
of £9.8m, Unit 5 Monkton Business Park on 8
April 2024 for a price of £5.3m and Kings Business Park on
15 April 2024 for a price of
£7.9m.
6.
Land
|
6
months
|
6
months
|
Year
|
|
to
30 Jun 24
|
to
30 Jun 23
|
to
31 Dec 23
|
|
£
|
£
|
£
|
Cost
|
|
|
|
Balance at
the beginning of the year
|
9,595,555
|
8,061,872
|
8,061,872
|
Additions
|
1,053,052
|
475,619
|
2,154,160
|
Government
Grant Income receivable
|
(637,807)
|
-
|
(620,477)
|
Balance
at the end of the year
|
10,010,800
|
8,537,491
|
9,595,555
|
|
|
|
|
Changes
in fair value
|
|
|
|
Balance at
the beginning of the year
|
(1,345,555)
|
(561,872)
|
(561,872)
|
Valuation
gain/(loss) from land
|
1,334,755
|
(475,619)
|
(783,683)
|
Balance
at the end of the year
|
|
(1,037,491)
|
(1,345,555)
|
|
|
|
|
Land
Impairment for projected sales costs (see note 13)
|
(165,000)
|
-
|
-
|
|
|
|
|
Carrying
amount as at 31 December
|
9,835,000
|
7,500,000
|
8,250,000
|
Valuation
methodology
The Land
is held at fair value and is categorised Level 3. The Group
appoints suitable valuers (such appointment is reviewed on a
periodic basis) to undertake a valuation of the land on a quarterly
basis. The valuation is undertaken in accordance with the current
RICS guidelines by Knight Frank LLP whose credentials are set out
in note 4.
Additions
represent costs associated with the reforestation and peatland
restoration at Far Ralia.
Grants are
receivable from the Scottish Government for such costs. The
conditions of the grant are deemed to be complied with on initial
completion of work on the associated Work Areas identified under
the Grant agreement.
As at
30 June 2024, no grant income has yet
been received however £637,807 has been recognised in accordance
with the Group’s policy for grant recognition in 2024 (to date,
£1,258,284 has been recognised in total).
As noted
in more detail in note 1, the current condensed unaudited Interim
Report & Accounts are not prepared on a going concern basis
with the carrying value reduced by estimated costs of disposal of
£165,000 has been recognised to write down the Land to its
projected net realisable value. Further details are provided in
note 13.
7.
Earnings per share
Basic
earnings per share amounts are calculated by dividing profit for
the year net of tax attributable to ordinary equity holders by the
weighted average number of ordinary shares outstanding during the
year. As there are no dilutive instruments outstanding, basic and
diluted earnings per share are identical.
The
earnings per share for the year is set out in the table
below.
Earnings
for the period to 30 June 2024 should
not be taken as a guide to the results for the year to 31 December 2024.
|
6
months to
|
6
months to
|
Year
to
|
|
30
Jun 24
|
30
Jun 23
|
31
Dec 23
|
|
|
£
|
£
|
Loss for
the year net of tax
|
(11,326,908)
|
2,863,851
|
(8,267,901)
|
|
|
|
|
Weighted
average number of ordinary shares outstanding during the
year
|
381,218,977
|
381,218,977
|
381,218,977
|
Loss
per ordinary share (pence)
|
(3.0)
|
0.8
|
(2.2)
|
Profit
for the year excluding capital items (£)
|
2,775,226
|
6,141,867
|
10,784,403
|
EPRA
earnings per share (pence)
|
0.7
|
1.6
|
2.83
|
8.
Investments in Limited Partnership and
Subsidiaries
The
Company owns 100 per cent of the issued ordinary share capital of
abrdn Property Holdings Limited (formerly known as Standard Life
Investments Property Holdings Limited), a company with limited
liability incorporated and domiciled in Guernsey, Channel
Islands, whose principal business is property
investment.
A list of
all entities within the group (excluding the Income Trust itself)
are as follows:
-
abrdn Property Holdings
Limited (formerly known as Standard Life Investments Property
Holdings Limited), a property investment company with limited
liability incorporated in Guernsey, Channel
Islands.
-
abrdn (APIT) Limited
Partnership (formerly known as Standard Life Investments (SLIPIT)
Limited Partnership), a property investment limited partnership
established in England.
-
abrdn APIT (General
Partner) Limited, a company with limited liability incorporated in
England, whose principal business
is property investment.
-
abrdn (APIT Nominee)
Limited, a company with limited liability incorporated and
domiciled in England, whose
principal business is property investment.
9.
Share capital
Under the
Company’s Articles of Incorporation, the Company may issue an
unlimited number of ordinary shares of 1
pence each, subject to issuance limits set at the AGM each
year. As at 30 June 2024 there were
381,218,977 ordinary shares of 1p each in issue (31 December 2023: 381,218,977). All ordinary
shares rank equally for dividends and distributions and carry one
vote each. There are no restrictions concerning the transfer of
ordinary shares in the Company, no special rights with regard to
control attached to the ordinary shares, no agreements between
holders of ordinary shares regarding their transfer known to the
Company and no agreement which the Company is party to that affects
its control following a takeover bid.
Allotted,
called up and fully paid:
|
30
Jun 24
|
31
Dec 23
|
30
Jun 23
|
|
|
£
|
£
|
Opening
balance
|
228,383,857
|
228,383,857
|
228,383,857
|
Shares
issued
|
-
|
-
|
-
|
Closing
balance
|
228,383,857
|
228,383,857
|
228,383857
|
Treasury
Shares
|
30
Jun 24
|
31
Dec 23
|
30
Jun 23
|
|
£
|
£
|
£
|
Opening
balance
|
18,400,876
|
18,400,876
|
18,400,876
|
Bought
back during the year
|
-
|
-
|
-
|
Closing
balance
|
18,400,876
|
18,400,876
|
18,400,876
|
The number
of shares in issue on 30 Jun 2024 and 2023 are as
follows
|
|
30
Jun 24
|
31
Dec 23
|
30
Jun 23
|
|
Number
of shares
|
Number
of shares
|
Number
of shares
|
Opening
balance
|
381,218,977
|
381,218,977
|
381,218,977
|
Bought
back during the year and put into Treasury
|
-
|
-
|
-
|
Closing
balance
|
381,218,977
|
381,218,977
|
381,218,977
|
10.
Dividends and Property Income Distributions Gross of Income
Tax
Dividends
6 months to Jun 2024
|
PID
pence
|
Non-PID
pence
|
Total
Pence
|
PID
£
|
Non-PID
£
|
Quarter to
31 December of prior year (paid in February)
|
0.3980
|
0.6020
|
1.0000
|
1,517,252
|
2,294,938
|
Quarter to
31 March (paid in May)
|
1.0000
|
-
|
1.0000
|
3,812,190
|
-
|
Total
dividends paid
|
1.3980
|
0.6020
|
2.0000
|
5,329,442
|
2,294,938
|
Quarter to
30 June (paid in August)
|
-
|
-
|
-
|
-
|
-
|
Quarter to
30 September (paid in November)
|
-
|
-
|
-
|
-
|
-
|
Total
dividends paid
|
1.3980
|
0.6020
|
2.0000
|
5,329,442
|
2,294,938
|
Quarter to
30 June of current period (paid after period end)
|
0.4500
|
0.5500
|
1.0000
|
1,715,485
|
2,096,705
|
Prior year
dividends (per above)
|
(0.3980)
|
(0.6020)
|
(1.0000)
|
(1,517,252)
|
(2,294,938)
|
Total
dividends paid
|
1.4500
|
0.5500
|
2.0000
|
5,527,675
|
2,096,705
|
A property
income dividend of 1.00p per share was declared on 8 August 2024 in respect of the quarter to
30 June 2024 – a total payment of
£3,812,190. This was paid on 30 August
2024.
Dividends
12 months to Dec 23
|
PID
pence
|
Non-PID
pence
|
Total
Pence
|
PID
£
|
Non-PID
£
|
Quarter to
31 December of prior year (paid in February)
|
-
|
1.0000
|
1.0000
|
-
|
3,812,190
|
Quarter to
31 March (paid in May)
|
1.0000
|
-
|
1.0000
|
3,812,190
|
-
|
Total
dividends paid
|
1.0000
|
1.0000
|
2.0000
|
3,812,190
|
3,812,190
|
Quarter to
30 June (paid in August)
|
1.0000
|
-
|
1.0000
|
3,812,190
|
-
|
Quarter to
30 September (paid in November)
|
-
|
1.0000
|
1.0000
|
-
|
3,812,190
|
Total
dividends paid
|
2.0000
|
2.0000
|
4.0000
|
7,624,380
|
7,624,380
|
Quarter to
31 December of current year (paid after year end)
|
0.3980
|
0.6020
|
1.0000
|
1,517,252
|
2,294,938
|
Prior
period dividends (per above)
|
-
|
(1.0000)
|
(1.0000)
|
-
|
(3,812,190)
|
Total
dividends paid
|
2.3980
|
1.6020
|
4.0000
|
9,141,632
|
6,107,128
|
11.
Financial Instruments
Fair
Values
Set out
below is a comparison by class of the carrying amounts and fair
value of the Group’s financial instruments that are carried in the
financial statements at amortised cost.
|
Carrying
amount
|
Fair
Value
|
|
30
Jun 24
|
31
Dec 23
|
30
Jun 24
|
31
Dec 23
|
Financial
Assets
|
£
|
£
|
£
|
£
|
Cash and
cash equivalents
|
7,485,037
|
6,653,838
|
7,485,037
|
6,653,838
|
Trade and
other receivables
|
6,047,438
|
6,101,152
|
6,047,438
|
6,101,152
|
Financial
liabilities
|
|
|
|
|
Bank
borrowings
|
123,410,970
|
141,251,910
|
125,352,272
|
144,957,576
|
Trade and
other payables
|
3,534,544
|
8,217,588
|
3,534,544
|
8,217,588
|
In
addition to the above, the Group's financial instruments also
include an Interest rate cap.
This has
not been included in the disclosure above as it is already held at
fair value.
The fair
value of trade receivables and payables are materially equivalent
to their amortised cost.
The fair
value of the financial assets and liabilities are included at an
estimate of the price that would be received to sell a financial
asset or paid to transfer a financial liability in an orderly
transaction between market participants at the measurement date.
The following methods and assumptions were used to estimate the
fair value:
-
Cash and cash equivalents,
trade and other receivables and trade and other payables are the
same as fair value due to the short-term maturities of these
instruments. Trade and other
receivables/payables are measured in reference to contractual
amounts due to/from the Group. These contractual amounts
are directly observable.
-
The fair value of bank
borrowings is estimated by discounting future cash flows using
rates currently available for debt on similar terms and remaining
maturities. The fair value approximates their carrying values gross
of unamortised transaction costs. This is considered as being
valued at level 2 of the fair value hierarchy and has not changed
level since 31 December
2023.
The table
below shows an analysis of the fair values of financial assets and
liabilities recognised in the Balance Sheet by the level of the
fair value hierarchy:
Level 1 –
Quoted (unadjusted) market prices in active markets for identical
assets or liabilities.
Level 2 –
Valuation techniques for which the lowest level input that is
significant to the fair value measurement is directly or indirectly
observable.
Level 3 –
Valuation techniques for which the lowest level input that is
significant to the fair value measurement is
unobservable.
Year
ended 30 June 2024
|
Level
1
|
Level
2
|
Level
3
|
Total
fair value
|
|
|
|
|
|
Financial
assets
|
|
|
|
|
Trade and
other receivables
|
-
|
6,047,438
|
-
|
6,047,438
|
Cash and
cash equivalents
|
7,485,037
|
-
|
-
|
7,485,037
|
Interest
rate cap
|
-
|
1,350,869
|
-
|
1,350,869
|
Rental
deposits held on behalf of tenants
|
595,205
|
-
|
-
|
595,205
|
Right of
use asset
|
-
|
2,481,258
|
-
|
2,481,258
|
|
8,080,242
|
9,879,565
|
-
|
17,959,807
|
|
|
|
|
|
Financial
liabilities
|
|
|
|
|
Trade and
other payables
|
-
|
3,534,544
|
-
|
3,534,544
|
Bank
borrowings
|
-
|
125,352,272
|
-
|
125,352,272
|
Obligation
under finance leases
|
-
|
2,481,258
|
-
|
2,481,258
|
Rental
deposits held on behalf of tenants
|
595,205
|
-
|
-
|
595,205
|
|
595,205
|
131,368,074
|
-
|
131,963,279
|
Year
ended 31 December 2023
|
Level
1
|
Level
2
|
Level
3
|
Total
fair value
|
|
|
|
|
|
Financial
assets
|
|
|
|
|
Trade and
other receivables
|
-
|
6,101,152
|
-
|
6,101,152
|
Cash and
cash equivalents
|
6,653,838
|
-
|
-
|
6,653,838
|
Interest
rate cap
|
-
|
1,408,781
|
-
|
1,408,781
|
Rental
deposits held on behalf of tenants
|
895,003
|
-
|
-
|
895,003
|
Right of
use asset
|
-
|
1,810,120
|
-
|
1,810,120
|
|
7,548,841
|
9,320,053
|
-
|
16,868,894
|
|
|
|
|
|
Financial
liabilities
|
|
|
|
|
Trade and
other payables
|
-
|
8,217,588
|
-
|
8,217,588
|
Bank
borrowings
|
-
|
144,957,576
|
-
|
144,957,576
|
Obligation
under finance leases
|
-
|
1,810,120
|
-
|
1,810,120
|
Rental
deposits held on behalf of tenants
|
895,003
|
-
|
-
|
895,003
|
|
895,003
|
154,985,284
|
-
|
155,880,287
|
12.
Bank borrowings
|
30 Jun 24
£
|
30 Jun 23
£
|
31 Dec 23
£
|
Loan facility (including Rolling Credit
Facility)
|
165,000,000
|
165,000,000
|
165,000,000
|
|
|
|
|
Drawn down outstanding balance
|
123,900,000
|
135,000,000
|
141,874,379
|
On
12 October 2022 the Group entered
into an agreement to extend its existing £165 million debt facility
with Royal Bank of Scotland International (“RBSI”). The previous
facility (which expired on 27 April
2023) consisted of a £110 million term loan payable at
1.375% plus SONIA and two Revolving Credit Facilities (“RCF”) of
£35 million payable at 1.45% plus SONIA and £20 million payable at
1.60% plus SONIA. The amended and restated agreement is for a
three-year term loan of £85 million and a single RCF of £80
million; both payable at 1.5% plus SONIA. As at 30 June 2024, £38.9m of the RCF was
drawn.
|
30 Jun 24
£
|
30 Jun 23
£
|
31 Dec 23
£
|
Opening carrying value of expired facility as at 1
January
|
-
|
109,928,234
|
109,928,234
|
Borrowings during the period on expired RCF
|
-
|
25,000,000
|
25,000,000
|
Repayment of expired RCF
|
-
|
(25,000,000
|
(25,000,000
|
Repayment of expired facility
|
-
|
(110,000,000)
|
(110,000,000)
|
Amortisation of arrangement costs
|
-
|
71,766
|
71,766
|
Closing carrying value of expired
facility
|
-
|
-
|
-
|
Opening carrying value of new facility as at 1
January
|
141,251,910
|
(804,297)
|
(804,297)
|
Borrowings during the period on new RCF
|
10,300,000
|
50,000,000
|
63,000,000
|
Repayment of new RCF
|
(28,274,379)
|
-
|
(6,125,621)
|
New term loan facility
|
-
|
85,000,000
|
85,000,000
|
Amortisation of arrangement costs
|
133,439
|
46,923
|
181,828
|
Closing carrying value
|
123,410,970
|
134,242,626
|
141,251,910
|
Opening carrying value of facilities combined as at 1
January
|
141,251,910
|
109,123,937
|
109,123,937
|
Closing carrying value of facilities
combined
|
123,410,970
|
134,242,626
|
141,251,910
|
Under the
terms of the loan facilities there are certain events which would
entitle RBSI to terminate the loan facility and demand repayment of
all sums due. Included in these events of default is the financial
undertaking relating to the LTV percentage. The loan agreement
notes that the LTV percentage is calculated as the loan amount less
the amount of any sterling cash deposited within the security of
RBSI divided by the gross secured property value, and that this
percentage should not exceed 60% for the period to and including
27 April 2021 and should not exceed
55% after 27 April 2021 to
maturity.
There have
been no changes to the covenant requirements as a result of the
extension to the facility noted above.
The Board,
with the assistance of the Investment Manager, have undertaken a
review of any potential breaches of borrowing covenants that may
occur during the sale process.
While no
breaches are expected to occur, the expected disposal to GoldenTree
includes the Group’s borrowing facilities and the directors
therefore consider it appropriate to reclassify borrowings as
current liabilities. There are no penalties for early
repayment.
13.
Commitments and Contingent Liabilities
As
explained in note 1 the Group’s financial statements are no longer
prepared on a going concern basis. The Board have assessed the
consequences of this and the decision made in May 2024 to realise the Group’s portfolio of
assets and return proceeds to shareholders. As the disposal
decision had been made before 30 June
2024, the Board have concluded that it is appropriate to
accrue for the estimated costs of disposal and reduce the fair
market value of investment property and land by this
amount.
|
Investment Properties
|
Investment Properties
Held for Sale
|
Land
|
Total
|
|
£
|
£
|
£
|
£
|
Market
Value
|
355,040,000
|
40,425,000
|
10,000,000
|
405,465,000
|
|
|
|
|
|
Assumed
average sales costs of 1.25%
|
(4,438,000)
|
(505,313)
|
(125,000)
|
(5,068,313)
|
abrdn
disposal fee
|
(1,420,160)
|
(161,700)
|
(40,000)
|
(1,621,860)
|
Estimated
disposal costs
|
(5,858,160)
|
(667,013)
|
(165,000)
|
(6,690,173)
|
|
|
|
|
|
Carrying Value
|
349,181,840
|
39,757,987
|
9,835,000
|
398,774,827
|
The
assumed rate of 1.25% in the table above represents the best
estimate of a reasonable average for the sales costs across the
portfolio – taking into consideration that such costs could vary
between asset to asset depending on level of
complexity.
The abrdn
disposal fee has been calculated in accordance with the terms of
the revised IMA as explained in note 3a.
14.
Events after the balance sheet date
Portfolio
Sale
Following
the shareholder vote on the 28 May
2024 to change the Group’s Investment Policy, the Board
alongside the Investment Manager, explored the most effective means
of disposing of the Company’s assets, with the main aim being to
obtain the best achievable value for the Company’s assets at the
time of their realisation, with a view to repaying borrowings and
making returns of capital to shareholders. The Board looked at all
potential disposal strategies, including individual property sales
alongside a wider portfolio transaction.
Through an
independent agent the whole portfolio was marketed to potential
buyers in an extensive and competitive process. Following
consideration of these proposals, and net present value of what
might be achieved by way of individual property sales over a longer
period with the associated risks, the Board selected a preferred
bidder. They agreed terms with GoldenTree Asset Management for the
sale of the entire share capital of abrdn property Holdings
Limited, the wholly owned subsidiary of the Company which holds the
investment properties, excluding the land at Far Ralia. Completion
is expected on 29 November
2024.
As the
heads of terms with GoldenTree were signed after 30 June and other
methods of disposal were being considered at that date, the Board
considers that this is a non-adjusting post balance sheet event.
The significant terms of the transaction and the effect on the Net
Asset Value are described in the Chairman’s statement.
Dividends
On
30 August 2024 a dividend in respect
of the quarter to 30 June 2024 of
1.0 pence per share was paid split as
0.450p Property Income Distribution, and 0.550p Non-Property Income
Distribution.
Sales
On
22 August 2024, the Company completed
on the sale of its Industrial asset Bastion Point, Dover for a
headline price of £9.48m.
On
20 September 2024, the Company
completed on the sale of its Office asset Manchester, 101 Princess Street for a headline
price of £4.3m.
Please
note that past performance is not necessarily a guide to the future
and that the value of investments and the income from them may fall
as well as rise. Investors may not get back the amount they
originally invested.
The
information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014.
Upon
the publication of this announcement via Regulatory Information
Service this inside information is now considered to be in the
public domain.
All
enquiries to:
The
Company Secretary
Northern
Trust International Fund Administration Services (Guernsey) Limited
Trafalgar
Court
Les
Banques
St Peter
Port
Guernsey
GY1
3QL
Tel: 01481
745001
Fax: 01481
745051
Jason Baggaley – Real Estate Fund Manager, abrdn
Tel:
07801039463
or
jason.baggaley@abrdn.com
Mark Blyth – Real Estate Deputy Fund Manager,
abrdn
Tel:
07703695490 or
mark.blyth@abrdn.com
Craig Gregor - Fund Controller, abrdn
Tel:
07789676852 or
craig.gregor@abrdn.com