TIDMEPIC
RNS Number : 6717M
Ediston Property Inv Comp PLC
25 May 2022
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU)
NO. 596/2014.
Ediston Property Investment Company plc
(the 'Company')
(LEI: 213800JRL87EGX9TUI28)
HALF YEAR RESULTS
MOVING FORWARD WITH A REFRESHED STRATEGY
Ediston Property Investment Company plc (LSE: EPIC) announces
its half-year results for the six months ended 31 March 2022.
Key points for the six months to 31 March 2022:
-- Property portfolio increased in value, on a like-for like basis by 11.2%;
-- Net asset value increased 7.1% to 96.1 pence (30 September 2021: 89.7 pence);
-- Share price increased by 6.7% to 78.8 pence, narrowing the
discount to 13.1% at the period end;
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-- Completed the first phase of the Company's revised investment
strategy by selling the office portfolio, realising net proceeds of
GBP60.0 million;
-- Completed 12 lease transactions across office, leisure and retail warehouse properties;
-- 98.2% of the rent due was collected for the period; and
-- Various pipeline projects, including investment opportunities
and asset management initiatives being considered.
Key Performance Indicators
Six months Six months Year ended
ended 31 ended 31 30 September
March March 2021
2022 2021 (audited)
EPRA NAV per share 96.1p 84.3p 89.7p
----------- ----------- --------------
NAV total return 10.1% 0.3% 9.6%
----------- ----------- --------------
Share price total return 10.2% 39.8% 54.6%
----------- ----------- --------------
Average discount of share price
to NAV (17.3)% (24.3)% (22.1)%
----------- ----------- --------------
EPRA vacancy rate 7.3% 5.6% 8.6%
----------- ----------- --------------
William Hill, Chairman, commented:
"The Company has made significant progress over the last 12
months. It is close to completing the restructuring of its
portfolio in line with its revised investment strategy and is now
focused on the retail warehouse sector. This is a part of the
market that is now performing strongly. "
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Chairman's Statement
introduction
In the first half of the year the Company focused on the
execution of its refreshed investment strategy announced last July.
It has made significant progress. This strategy committed the
Company to be invested in retail warehouse assets for the
foreseeable future. Encouragingly, the assets already owned have
increased in value with positive NAV increases recorded for the
last four quarters.
However, whilst the retail warehouse market has flourished over
the last six months, the macro picture has become more challenging
as the optimism from the lifting of COVID-19 restrictions has been
dissipated by world events and an inflationary cost of living
crisis.
The highlights of the last six months and post period end
are:
-- The completion of the sale of all four office properties, a
process that has realised GBP60.0 million in total. The Company is
now focussed on the retail warehouse sector;
-- The NAV has increased by 7.1% over the last six months to
96.1p per share, despite the impact of selling the office portfolio
at below the valuations at the start of the period;
-- The 'like-for-like' increase in the value of the property
assets held throughout the six month period was 11.2%;
-- Share price total return over the last twelve months was
21.9% and 10.2% over the last six months. The discount to NAV at
the period end was 13.1% (17.6% September 2021) with an average
discount of 17.3% during the period;
-- 12 asset management initiatives were undertaken during the
period securing GBP1.4 million of income per annum;
-- Tenant interest in vacant units has picked up and the EPRA
vacancy rate of 8.6% reported at the year-end had fallen to 7.3% at
the end of the period and stands at 6.3% at the date of this
report; and
-- Post the period end the Company has made good progress in
identifying retail warehouse investments to acquire.
NAV AND SHARE PRICE PERFORMANCE
The Company's investment portfolio was valued at GBP238.8
million at 31 March 2022 (30 September 2021: GBP214.8 million on a
like-for-like basis). The value of property assets held throughout
the period has risen by 11.2%.
The NAV over the period has increased by 7.1% from 89.7p per
share to 96.1p per share. 6.0% of the increase was recorded over
the last three months and can be attributed to the ongoing recovery
in the retail warehouse market where the Company is now principally
invested, other than cash available for future investment. The NAV
total return over the period was 10.1% and the share price return
was 10.2%.
The office portfolio was a drag on performance over the period
as the aggregate sale proceeds of GBP60.0 million, net of costs,
were below the 30 September valuations. Performance was
additionally impacted by the costs of the disposals.
INVESTMENT STRATEGY
The refreshed investment strategy announced in July last year is
close to being executed with the disposal of the offices completed
and the reinvestment of the proceeds into retail warehouses well
advanced.
The composition of the portfolio at 31 March 2022 was 97.7% in
retail warehouses and 2.3% in leisure assets. The Company has
disposed of one of its two leisure assets since period end.
The Board remains fully supportive of the Investment Manager's
decision to focus on the retail warehouse sector. Much of the
Company's portfolio is centred on the essential/ value end of the
retail market. It is this sector of the UK commercial property
market that stood up well during the Covid crisis and remained
largely open during lockdown periods. It is also likely to be more
insulated from any consumer spending headwinds from the cost of
living crisis than other parts of the retail and leisure economy.
Evidence continues to point to retail warehousing working well with
the digital economy and its ability to provide efficient and
cost-effective accommodation for retailers. Vacancy is lower than
the office and industrial sectors. There is virtually no new
supply, and poor schemes are being taken out of the market as they
are repurposed for other uses. Rents are starting to recover as
retailers now face competition for the best available space.
The Investment Manager has maintained for some time that the
sector was oversold by investors and this view is now held more
widely. The February 2022 Investment Property Forum Consensus
forecast, drawn on its survey work with investors, has the retail
warehouse sector as the best performing property sub sector for the
period from 2022 to 2026.
PORTFOLIO and transaction ACTIVITY
During the period the Investment Manager has completed twelve
new asset management initiatives with a further one post period
end. These are discussed in more detail in the Investment Manager's
report. The transaction at Prestatyn Shopping Park, completed post
period end, is a good example of how the market balance between
landlord and tenant is shifting. The Investment Manager has
successfully replaced New Look, a tenant trading on preferential
terms secured under a CVA, with JD Sports, at a market rent 44.0%
ahead of the turnover rent being paid by New Look.
The improving letting market is helping to reduce vacancy levels
in the portfolio with the EPRA vacancy rate of 7.3% at the end of
the period falling to 6.3% post period end.
All four office assets in the portfolio (Bath, Edinburgh,
Newcastle and Birmingham) were sold during the period realising net
sale proceeds of GBP60.0 million. These were sold into a difficult
office market struggling with understanding the implications for
the sector of working from home, the changing needs of occupiers
and concerns over the costs for older buildings to comply with
future sustainability regulations. The assets were sold at 3.3%
below the property valuations at the time of the sales, and were
therefore a drag on performance during the period. However, the
Board agreed with the Investment Manager that the downside was not
fully in the pricing and the capital could be used more effectively
if deployed into retail warehousing.
The Investment Manager is well advanced with the reinvestment of
the office sale proceeds and announcements on acquisitions will be
made in the normal way as and when contracted.
The Board has continued to work closely with the Investment
Manager on achieving the Company's sustainability goals. This
progress will be reported on in detail in the next annual
report.
INCOME AND DIVID
Rent collection continues to be strong. 98.2% of the rent due
for the six-month period was collected by the period end.
Disposing of the offices and reinvesting the proceeds into
retail warehousing has created a hiatus in the Company's income
profile during the execution of this strategy. The Board believes
that it is not prudent to consider increasing the dividend until
the portfolio has been re-positioned. The Board will update
shareholders further on both investing for the portfolio and the
resultant net income position when it is able to do so.
CAPITAL STRUCTURE
The Company's total debt is unchanged at GBP111.1 million at a
blended 'all-in' fixed rate of 2.9%. Gearing at 31 March 2022 was
35.0% of total assets. As at 31 March 2022, the Company had
approximately GBP41.2 million of cash for investment and
operational purposes. The Company had a further GBP36.3 million of
cash held in its debt facility, including the Hartlepool sale
proceeds. This cash is subject to the lender's LTV requirements
being met for it to be released for investment purposes.
At the date of the March valuation, the average loan-to-value
across the Company's two debt facilities was 32.4%. The Company is
fully compliant with all debt covenants and has significant
headroom against income and asset value covenants.
board
We have managed the Company's affairs with a small and highly
engaged board from the inception of the Company. We intend to
continue to do so whilst mindful of corporate governance issues on
Board composition, diversity and collective competence to undertake
the tasks. One immediate issue is succession planning which was
referred to in last year's report and accounts. The aim is to have
an orderly Board transition, enabling the two longest serving board
members (Chair and Audit Chair) to stand down from the Board, in
the absence of unforeseen circumstances, no later than the AGM in
2024.
At the Company's AGM, all the resolutions put to the meeting
were passed by substantial margins. However, voting agencies raised
concerns over Mr Archibald's independence in acting as SID and
Audit Chair, given the roles he was fulfilling on the Board and how
he was remunerated. This resulted in recommendations to vote
against his reappointment at the 2022 AGM. The Board and its
advisers do not agree with the voting agencies' views on
independence and continue to benefit from Mr Archibald fulfilling
the roles that he does for the Board. However, the Board does not
want governance issues to be a distraction in the lead up to the
next AGM of the Company.
Accordingly, Ms Moss has been appointed as Senior Independent
Director from 1 June 2022 and Mr Archibald will be replaced as
Audit Chair before year end. Recruitment consultants have been
appointed for a new Audit Chair and the Board will increase in size
to five when this appointment is made. Mr Archibald will remain as
a non-executive director, at least for the next year, whilst Board
transition is taking place, to assist in the growth strategy of the
Company and to continue to act as director overseeing corporate
issues that arise for the Company.
OUTLOOK
The Company has made significant progress over the last 12
months. It is close to completing the restructuring of its
portfolio in line with its revised investment strategy and is now
focused on the retail warehouse sector. This is a part of the
market that is now performing strongly and one which consensus
forecasts suggest will continue to do so over the next few
years.
The Board hopes that the positive progress on implementing the
refreshed investment strategy, along with other initiatives being
considered, will help close the share price discount to NAV. The
Investment Manager will continue to review opportunities to grow
the Company, which might include use of the tap issuance
authorities for individual asset opportunities. In parallel with
the longer term ambition for growth, the Investment Manager will
continue to generate value adding asset management opportunities
and to drive income growth which will support the potential for
increases in the dividend.
William Hill
Chairman
24 May 2022
Investment Manager's Review
Introduction
The first half of the Company's financial year has seen positive
momentum build across various parts of the property portfolio,
driven by the continued recovery in the retail warehouse market.
The NAV has improved, the EPRA vacancy rate has fallen, rent
collection has remained strong and asset management initiatives
have been identified and completed which have also improved the
Company's income stream. Good progress has been made with the
revised strategy, announced in quarter three 2021, to sell offices
and reinvest in retail warehouses. During the period all four of
the office assets were sold.
Portfolio Composition
The Company can invest in all the principal commercial property
sectors and does not diversity for diversification's sake. There is
no constraint limiting the maximum weighting to any of the main
property sectors.
The Company's property portfolio is valued by Knight Frank on a
quarterly basis throughout the year. As at 31 March 2022 it was
valued at GBP238.8 million, a like-for-like increase of 11.2%
compared to the 30 September 2021 valuation. The allocation is
detailed in the table below.
Retail Warehouse Leisure
Number of properties 11 2
----------------- ---------------
Value GBP233.2 million GBP5.6 million
----------------- ---------------
Sector weighted average 4.9 years 0.5 years
unexpired lease term
(WAULT)
----------------- ---------------
Total contracted GBP15.9 million GBP0.6 million
rent per annum
----------------- ---------------
The WAULT of the property portfolio as at 31 March 2022 was 4.9
years.
Following a strategy update in quarter three 2021, the Company
will focus the next phase of reinvestment on the retail warehouse
sector. In line with this strategy, the Company exited its office
portfolio during the period and at the period end was invested in
the retail warehouse and leisure sectors as follows:
Sector Exposure
(%)
Retail warehouse 97.7
---------
Other commercial/
Leisure 2.3
---------
Geographical diversification as at 31 March 2022
The portfolio is diversified across the regional markets.
Region Exposure
(%)
Scotland 26.1
---------
Wales 25.9
---------
North West 16.3
---------
Yorkshire 15.0
---------
North East 9.2
---------
East Midlands 6.2
---------
West Midlands 1.3
---------
Top five tenants as at 31 March 2022
The top five tenants comprise 37.1% of the Company's rent roll.
The remaining 62.9% is made up of tenants who individually do not
comprise more than 3.8% of the rent roll.
Tenant Exposure
(%)
B&Q Limited 14.7
---------
B&M Retail Limited 7.7
---------
Marks & Spencer
plc 6.3
---------
Boots UK Limited 4.6
---------
Pets at Home
Limited 3.8
---------
rent collection
The Company maintained strong rent collection levels during the
period. For the six months to 31 March 2022, 98.2% of the rent due
has been collected. The rent collection since quarter two 2021 is
summarised in the following table:
Quarter Q2 2021 (%) Q3 2021 (%) Q4 2021 (%) Q1 2022 (%)
Rent received 96.0 99.1 97.7 98.2
------------ ------------ ------------ ------------
Payment expected 0.5 0.9 2.3 1.8
------------ ------------ ------------ ------------
Deferred 3.1 0.0 0.0 0.0
------------ ------------ ------------ ------------
Under discussion 0.0 0.0 0.0 0.0
------------ ------------ ------------ ------------
Outstanding 0.4 0.0 0.0 0.0
------------ ------------ ------------ ------------
Total 100 100 100 100
------------ ------------ ------------ ------------
The Company's income stream has been resilient and has not been
negatively affected by any tenant insolvency events in the period.
However, because of the property sales in the period, the Company's
contracted income has temporarily reduced. Over the period, on a
like-for-like basis, accounting for the office sales, the
contracted rent increased by 1.5% and the ERV increased by 1.7%.
The objective is to replace the sold office income with rent from
suitable retail warehouse properties.
NAV
The NAV increased in the period by 7.1% to 96.1p, with four
consecutive quarters of NAV growth for the Company. Over the 12
months ended 31 March 2022, the NAV increased by 14.0%. This
positive momentum is primarily because of valuation increases in
the retail warehouse portfolio. General market movement, and the
completion of asset management initiatives have both contributed to
the upwards direction of travel. The disposal of the office
portfolio had a negative impact on NAV growth.
Asset Management Activity
During the period, 12 asset management initiatives were
completed in the property portfolio, across the office, leisure and
retail warehouse assets, securing GBP1.4 million of rental income
per annum, which is in line with ERV. They are summarised
below:
Retail Warehouse
-- At Kingston Retail Park in Hull, The Range signed a 15-year
lease on a 14,500 sq. ft. unit which was vacated by Outfit
(Arcadia) in Q2 2021;
-- Also at Hull, Greggs signed a 10-year lease with a five-year
tenant break option on a 2,000 sq. ft. unit;
-- At Prestatyn Shopping Park, The Tech Edge leased a vacant
unit of 1,300 sq. ft. on a five-year lease;
-- At Clwyd Retail Park, Rhyl, Now to Bed leased 8,017 sq. ft. on a three-year lease;
-- At Barnsley, Bensons downsized from a unit of 10,000 sq. ft.
into one of 5,036 sq. ft. and signed a five-year lease;
-- Jysk signed a 10-year lease with a five-year break option on the unit vacated by Bensons;
-- Also at Barnsley, One Below, occupying a 4,996 sq. ft. unit
on a short-term lease, committed to the park for five years;
-- At Widnes Shopping Park, Card Factory signed a five-year
lease, without break, on a 1,590 sq. ft. unit; and
-- At Stirling, Harry Corry signed a five-year lease extension
on its 9,968 sq. ft. unit, meaning its lease will now expire in
February 2027.
At Prestatyn Shopping Park, JD Sports exchanged an Agreement for
Lease (AFL) on a 7,623 sq. ft. unit, which was previously occupied
by New Look. New Look was occupying the unit on a turnover rent
basis following the approval of its Company Voluntary Arrangement
(CVA). Under the terms of the CVA landlords were entitled to break
the leases.
We considered that the terms of the CVA were below market, so we
took the opportunity to exercise the break clause and identified JD
Sports as a more suitable tenant for the space. Post-period-end,
the lease has completed. The rent received from JD Sports is 44.0%
higher than the rent being paid by New Look.
Office
-- At Citygate II in Newcastle, UNW LLP signed an extension to
its leases, to expire in March 2032, with a tenant break option in
March 2027. Subsequent to this deal completing, the asset was
sold.
Leisure
-- At Hartlepool, Mecca Bingo signed a 10-year reversionary
lease with a seven-year tenant break option on its 31,284 sq. ft
unit. The lease expiry date was extended to September 2032, with a
break option in September 2029. Post-period-end the property was
sold.
We are seeing improving occupational demand from retail
warehouse tenants for both the vacant units and on lease extensions
and we are currently in discussions with several tenants across
multiple assets.
ASSET SALES & REINVESTMENT
The Company's four remaining office assets were sold, for a
headline price of GBP61.9 million. This is 3.3% below the property
valuations at the time of the sales. Once deductions for topped up
rents and rent-free periods were factored in, the net receipt to
the Company was GBP60.0 million.
The sales were in line with the Company's investment approach of
seeking to identify and capitalise on attractive investment themes
and opportunities as they arise and evolve across the UK commercial
property sector. We have recently been repositioning the portfolio
to focus on the retail warehouse sector, with good progress being
made with the reinvestment phase.
Post period end, the Company completed the sale of one of its
two leisure assets. The Lanyard, Hartlepool was sold for GBP2.62
million. The asset is let to Mecca Bingo Limited. We had completed
a lease extension with the tenant in quarter four last year which
extended the unexpired lease term by seven years.
The intention is to reinvest the sale proceeds into the retail
warehouse sector, a sector in which we have extensive experience as
a developer, investor and asset manager. We believe the prospects
are attractive for retail warehouses, both in absolute terms and
relative to other sectors of the real estate market.
ESG UPDATE
During the period, the Company continued to make good progress
in implementing its ESG objectives. The Company has delivered
improvements across the four focus areas of its Sustainability
Strategy. Some of the achievements are highlighted below:
-- Announced a Net Zero Commitment within the Annual Report and
Accounts 2021 and developed a pathway towards net zero;
-- Delivered employee ESG training, focused on Sustainable
Design and Environmental Management;
-- Developed a Supplier Code of Conduct;
-- Assessed the Environmental Management System against the ISO14001 standard;
-- Undertook an occupier satisfaction survey with a focus on ESG;
-- Continued progress against 100% Renewable Electricity by 2023;
-- Implemented emissions reduction activities through Asset
Sustainability Plans, which are due to be completed in Q3 2022;
-- Maintained alignment to EPRA Best Practices Recommendations
for Sustainability Reporting (sBPR);
-- Improved alignment to the Task Force on Climate-related
Financial Disclosures (TCFD) recommendations;
-- Developed a GRESB improvement plan and commenced submission for 2022; and
-- Began assessment of the climate change physical and transition risks.
A full update on the Company's ESG progress will be provided in
the annual report and accounts later this year.
Outlook
This has been a positive period for the Company, with progress
made across several key metrics. However, there are some headwinds
building which could affect the Company. Global supply chain
issues, rising inflation and the squeeze on household incomes all
pose a risk to the economy and the forecast recovery since the
health crisis. Inflation may prove to be less transitory than
previously forecast, interest rates could increase further by the
end of 2022 and consumers might have less money in their pockets to
spend - all of which could impact on retail, particularly
discretionary purchasing. However, our tenant line-up is
underpinned by convenience led retailers, a strength during the
pandemic when retail was under pressure.
Whilst these issues must be borne in mind, there are still
plenty of reasons to be optimistic. There is no doubt that the
Company is in a much stronger position than it was 12 months ago.
There are no signs that investment demand for retail warehousing
will wane in the near term, which should lead to further NAV
improvement. There is good occupational demand from tenants looking
to extend leases and acquire new space. In a sector with low supply
levels, this could lead to rental growth. Rent collection remains
strong, the EPRA vacancy rate has fallen, and we continue to
identify and complete asset management projects across multiple
properties.
Our key objective currently is to reinvest the proceeds from the
sale of the office portfolio and once we are fully invested to take
the next steps towards growth and delivering a progressive
dividend.
All this asset management and investment activity means the
Company has a reshaped portfolio and a strategy focused on a sector
which is forecast to perform well. This gives the Company a solid
platform on which to build and deliver growth in asset value and
income, which remain the key long-term objectives of the
Company.
Calum Bruce
Investment Manager
24 May 2022
Statement of Principal and emerging Risks and Uncertainties
The risks, and the way in which they are managed, are described
in more detail under the heading 'Principal and emerging risks'
within the Strategic Report in the Group's Annual Report and
Accounts for the year ended 30 September 2021. The Group's
principal and emerging risks have not changed materially since the
date of that report, other than the events in Ukraine, and its
geopolitical and economic impacts, and the heightened inflationary
risks to UK and other developed economies.
The Board regularly reviews the principal and emerging risks and
uncertainties faced by the Company together with the mitigating
actions it has established to manage the risks. These are set out
within the Strategic Report contained within the Annual Report for
the year ended 30 September 2021 and comprise the following risk
headings:
-- Investment strategy and performance;
-- Premium and discount level;
-- Financial;
-- Regulatory;
-- Operational; and
-- Economic, governmental and exogenous
In addition to these categories of risks, the Board is conscious
of the continuing impact on the global economy and financial
markets caused by the Covid-19 pandemic which emerged in early
2020. Added to this has been the more recent geopolitical risk and
impact of events in Ukraine and the heightened inflationary impact
affecting many developed economies, including the impact on living
costs and discretionary income. The Board considers that these
risks could have further implications for financial markets and the
operating environment of the Company.
DIRECTORS' RESPONSIBLIITIES
Directors' Responsibility Statement
The Directors are responsible for preparing the Half Yearly
Financial Report in accordance with applicable law and regulations.
The Directors confirm that to the best of their knowledge:
-- the condensed set of interim financial statements within the
Half Yearly Financial Report has been prepared in accordance with
IAS 34 'Interim Financial Reporting' of the UK-adopted IFRS;
and
-- the Interim Board Report (constituting the Interim Management
Report) includes a fair review of the information required by rules
4.2.7R of the Disclosure Guidance and Transparency Rules (being an
indication of important events that have occurred during the first
six months of the financial year and their impact on the condensed
set of financial statements and a description of the principal
risks and uncertainties for the remaining six months of the
financial year) and 4.2.8R (being related party transactions that
have taken place during the first six months of the financial year
and that have materially affected the financial position of the
Company during that period; and any changes in the related party
transactions described in the last Annual Report that could so
do).
These interim financial statements are unaudited and have not
been subject to review by the audit firm.
On behalf of the Board
William Hill
Chairman
24 May 2022
Financial Statements
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 31 March 2022
Notes Six months ended 31 March 2022 (unaudited)
===== ============================================== ================= ===============
Six months ended Year ended
31 March 30 September
2021 (unaudited) 2021 (audited)
Revenue Capital Total Total Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
========================= ===== ============== ============== ============== ================= ===============
Revenue
Rental income 8,016 - 8,016 9,107 17,371
Other income 463 - 463 - -
========================= ===== ============== ============== ============== ================= ===============
Total revenue 8,479 - 8,479 9,107 17,371
Unrealised loss on
revaluation of
investment properties 5 - 11,516 11,516 (5,324) 4,655
Gain on sale of
investment properties
realised 5 - 2,944 2,944 192 1,179
========================= ===== ============== ============== ============== ================= ===============
Total income 8,479 14,460 22,939 3,975 23,205
========================= ===== ============== ============== ============== ================= ===============
Expenditure
Investment management fee 2 (834) - (834) (824) (1,687)
Other expenses (1,845) - (1,845) (1,132) (1,914)
========================= ===== ============== ============== ============== ================= ===============
Total expenditure (2,679) - (2,679) (1,956) (3,601)
========================= ===== ============== ============== ============== ================= ===============
Movement in expected
credit losses 50 - 50 89 615
Profit/(loss) before
finance costs and
taxation 5,850 14,460 20,310 2,108 20,219
Net finance costs
Interest receivable 1 - 1 - -
Interest payable (1,540) - (1,540) (1,588) (3,109)
========================= ===== ============== ============== ============== ================= ===============
Profit/(loss) before
taxation 4,311 14,460 18,771 520 17,110
Taxation - - - - -
========================= ===== ============== ============== ============== ================= ===============
Profit/(loss) and total
comprehensive income for
the period 4,311 14,460 18,771 520 17,110
========================= ===== ============== ============== ============== ================= ===============
Basic and diluted
earnings per share 3 2.0p 6.9p 8.9p 0.3p 8.1p
========================= ===== ============== ============== ============== ================= ===============
The total column of this statement represents the Group's
Condensed Consolidated Statement of Comprehensive Income, prepared
in accordance with IFRS.
The supplementary revenue return and capital return columns are
prepared under guidance published by the Association of Investment
Companies.
All revenue and capital items in the above statement are derived
from continuing operations.
No operations were acquired or discontinued in the period.
The accompanying notes are an integral part of these condensed
consolidated financial statements.
Condensed Consolidated Statement of Financial Position
As at 31 March 2022
Notes As at As at As at
31 March 2022 31 March 2021 30 September 2021
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
=================================== ===== =============== =============== ===================
Non-current assets
Investment properties 5 235,078 242,008 277,984
=================================== ===== =============== =============== ===================
235,078 242,008 277,984
=================================== ===== =============== =============== ===================
Current assets
Trade and other receivables 38,572 33,194 13,390
Cash and cash equivalents 43,417 16,186 11,642
=================================== ===== =============== =============== ===================
81,989 49,380 25,032
=================================== ===== =============== =============== ===================
Total assets 317,067 291,388 303,016
=================================== ===== =============== =============== ===================
Non-current liabilities
Loans 6 (110,360) (110,195) (110,277)
=================================== ===== =============== =============== ===================
(110,360) (110,195) (110,277)
Current liabilities
Trade and other payables (3,671) (3,126) (3,190)
=================================== ===== =============== =============== ===================
Total liabilities (114,031) (113,321) (113,467)
=================================== ===== =============== =============== ===================
Net assets 203,036 178,067 189,549
=================================== ===== =============== =============== ===================
Equity and reserves
Called-up equity share capital 7 2,113 2,113 2,113
Share premium 125,559 125,559 125,559
Capital reserve - investments held (31,194) (52,689) (42,710)
Capital reserve - investments sold 6,505 2,574 3,561
Special distributable reserve 82,454 82,893 82,711
Revenue reserve 17,599 17,617 18,315
=================================== ===== =============== =============== ===================
Equity shareholders' funds 203,036 178,067 189,549
=================================== ===== =============== =============== ===================
Net asset value per Ordinary Share 8 96.1p 84.3p 89.7p
=================================== ===== =============== =============== ===================
The accompanying notes are an integral part of these condensed
consolidated financial statements.
The unaudited condensed financial statements on pages 8 to 14
were approved by the Board of Directors and authorised for issue on
24 May 2022 and were signed on its behalf by:
William Hill
Chairman
Registered number: 09090446
Condensed Consolidated Statement of Changes in Equity
For the six months ended 31 March 2022 (unaudited)
Capital Capital
reserve - reserve - Special
Share capital investments investments distributable Revenue
account Share premium held sold reserve reserve Total equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
============== ============= ============= ============= ============= ============= ============= ============
As at 30
September
2021 2,113 125,559 (42,710) 3,561 82,711 18,315 189,549
Profit and
total
comprehensive
income for
the period - - 11,516 2,944 - 4,311 18,771
Transactions
with owners
recognised in
equity:
Dividends paid - - - - - (5,284) (5,284)
Transfer from
special
reserve - - - - (257) 257 -
As at 31 March
2022 2,113 125,559 (31,194) 6,505 82,454 17,599 203,036
============== ============= ============= ============= ============= ============= ============= ============
For the six months ended 31 March 2021 (unaudited)
Capital Capital
reserve - reserve - Special
Share capital investments investments distributable Revenue
account Share premium held sold reserve reserve Total equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
============== ============= ============= ============= ============= ============= ============= ============
As at 30
September
2020 2,113 125,559 (47,365) 2,382 83,162 15,922 181,773
(Loss)/Profit
and total
comprehensive
income for
the period - - (5,324) 192 - 5,652 520
Transactions
with owners
recognised in
equity:
Dividends paid - - - - - (4,226) (4,226)
Transfer from
special
reserve - - - - (269) 269 -
============== ============= ============= ============= ============= ============= ============= ============
As at 31 March
2021 2,113 125,559 (52,689) 2,574 82,893 17,617 178,067
============== ============= ============= ============= ============= ============= ============= ============
For the year ended 30 September 2021 (audited)
Capital Capital
reserve - reserve - Special
Share capital investments investments distributable Revenue
account Share premium held sold reserve reserve Total equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
============== ============= ============= ============= ============= ============= ============= ============
As at 30
September
2020 2,113 125,559 (47,365) 2,382 83,162 15,922 181,773
Loss and total
comprehensive
income for
the year - - 4,655 1,179 - 11,276 17,110
Transactions
with owners
recognised in
equity:
Dividends paid - - - - - (9,334) (9,334)
Transfer from
special
reserve - - - - (451) 451 -
============== ============= ============= ============= ============= ============= ============= ============
As at 30
September
2021 2,113 125,559 (42,710) 3,561 82,711 18,315 189,549
============== ============= ============= ============= ============= ============= ============= ============
The accompanying notes are an integral part of these condensed
consolidated financial statements.
Condensed Consolidated Cash Flow Statement
For the six months ended 31 March 2022
Six months ended Six months ended Year ended
31 March 2022 31 March 2021 30 September 2021
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
======================================================== ================= ================ ===================
Cash flows from operating activities
Profit/(loss) before tax 18,771 520 (17,110)
Adjustments for:
Interest receivable (1) - -
Interest payable 1,540 1,588 3,109
Unrealised revaluation (gain)/loss on property portfolio (11,516) 5,324 (4,655)
Gain on sale of investment property realised (2,944) (192) (1,179)
============================================================ ================= ================ ===================
Operating cash flows before working capital changes 5,850 7,240 14,385
(Increase)/decrease in trade and other receivables (26,296) (18,078) 1,823
Increase/(decrease) in trade and other payables 653 (538) (492)
============================================================ ================= ================ ===================
Net cash (outflow)/inflow from operating activities (19,793) (11,376) 15,716
============================================================ ================= ================ ===================
Cash flows from investing activities
Capital expenditure (1,630) (5,512) (10,345)
Acquisition of investment properties - - (21,640)
Sale of investment properties 60,084 26,466 27,953
============================================================ ================= ================ ===================
Net cash inflow/(outflow) from investing activities 58,454 20,954 (4,032)
============================================================ ================= ================ ===================
Cash flows from financing activities
Dividends paid (5,284) (4,090) (9,334)
Interest received 1 - -
Interest paid (1,603) (1,610) (3,016)
============================================================ ================= ================ ===================
Net cash outflow from financing activities (6,886) (5,700) (12,350)
============================================================ ================= ================ ===================
Net increase/(decrease) in cash 31,775 3,878 (666)
Opening cash and cash equivalents 11,642 12,308 12,308
============================================================ ================= ================ ===================
Closing cash and cash equivalents 43,417 16,186 11,642
============================================================ ================= ================ ===================
The accompanying notes are an integral part of these condensed
financial statements.
Notes to the Condensed Consolidated Financial Statements
1. General information
Basis of preparation
These unaudited condensed consolidated financial statements for
the six month period ended 31 March 2022 have been prepared in
accordance with UK-adopted International Financial Reporting
Standards (IFRS) and the accounting policies set out in the
statutory accounts of the Group for the year ended 30 September
2021. The unaudited condensed consolidated financial statements for
the six month period ended 31 March 2022 do not include all the
information required for a complete set of IFRS financial
statements and should be read in conjunction with the financial
statements of the Group for the year ended 30 September 2021, which
were prepared under UK-adopted IFRS. The accounting policies
adopted in this report are consistent with those applied in the
Group's audited financial statements for the year ended 30
September 2021. The accounting policies applied in the preparation
of this financial information are expected to be consistently
applied in the financial statements for the year to 30 September
2022. Based on the current operations of the Group, no other new or
revised accounting standards have been issued that are expected to
have a material effect on the Group's financial statements in the
future. There have been no significant changes to management
judgements and estimates since 30 September 2021.
The Company is a public listed company incorporated and
domiciled in England and Wales. The Company's ordinary shares are
listed on the Premium Segment of the Official List and traded on
the London Stock Exchange's Main Market. The Group follows the Real
Estate Investment Trust (REIT) regime for the purposes of UK
taxation.
The registered address of the Company is disclosed in the
Corporate information.
going concern
The condensed consolidated financial statements have been
prepared on the going concern basis. In assessing the going concern
basis of accounting the Directors have had regard to the guidance
issued by the Financial Reporting Council.
The Company's assets consist mainly of UK commercial property
assets. The condensed consolidated financial statements have been
prepared on the going concern basis. In assessing the going concern
basis of accounting the Directors have had regard to the guidance
issued by the Financial Reporting Council. After making enquiries,
and bearing in mind the nature of the Group's business and assets,
the Directors consider that the Group has adequate resources to
continue in operational existence over the medium term. For these
reasons, the Board continues to adopt the going concern basis in
preparing these financial statements.
The Board has set limits for borrowing and regularly reviews
actual exposures, cash flow projections and compliance with banking
covenants, including the headroom available. The Board also reviews
sensitivity analysis of the Group's operations and the ability to
fulfil its operational commitments under different stress
scenarios.
Having taken these factors into account, the Directors believe
that the Company has adequate resources to continue in operational
existence for the foreseeable future and is able to meet its
financial obligations as they fall due for the period to 23 May
2023, which is at least twelve months from the date of approval of
this Report. For these reasons, they continue to adopt the going
concern basis of accounting in preparing the financial
statements.
2. Investment Management Fee
Six months ended Six months ended Year ended
31 March 2022 31 March 2021 30 September 2021
GBP'000 GBP'000 GBP'000
========================== ================ ================ ==================
Investment management fee 834 824 1,687
========================== ================ ================ ==================
Total 834 824 1,687
========================== ================ ================ ==================
Ediston Investment Services Limited has been appointed as the
Company's Alternative Investment Fund Manager (AIFM) and investment
manager, with the property management services for the Group being
delegated to Ediston Properties Limited. Ediston Investment
Services Limited is entitled to a fee calculated as 0.95% per annum
of the net assets of the Group up to GBP250m, 0.75% per annum of
the net assets of the Group over GBP250m and up to GBP500m and
0.65% per annum of the net assets of the Group over GBP500m. The
management fee on any cash available for investment (being all cash
held by the Group except cash required for working capital and
capital expenditure) is reduced to 0.475% per annum while such cash
remains uninvested. The Management fee is reduced by a quarterly
contribution of GBP10,000 (GBP40,000 per annum) towards the overall
management costs of the Company.
Ediston Investment Services Limited has committed to investing
20.0% of the quarterly management fee in the Company's shares each
quarter for a period of three years commencing 1 October 2020.
Refer to note 10 for further information.
3. Earnings per Share
Six months ended Six months ended Year ended
31 March 2022 31 March 2021 30 September 2021
================================== ======================== ======================== ========================
GBP'000 Pence per share GBP'000 Pence per share GBP'000 Pence per share
================================== ======= =============== ======= =============== ======= ===============
Revenue earnings 4,311 2.0 5,652 2.7 11,276 5.3
Capital earnings 14,460 6.9 (5,132) (2.4) 5,834 2.8
Total earnings 18,771 8.9 520 0.3 17,110 8.1
================================== ======= =============== ======= =============== ======= ===============
Average number of shares in issue 211,333,737 211,333,737 211,333,737
================================== ======================== ======================== ========================
Earnings for the period to 31 March 2022 should not be taken as
a guide to the results for the year to 30 September 2022.
4. Dividends
Six monthly dividends of 0.4167 pence per share, at a cost of
GBP5,284,000 (six monthly dividends at a rate of 0.3333 pence per
share for the six months ended 31 March 2021, at a cost of
GBP4,224,000) were paid during the period. The rate was increased
from 0.3333 pence per share to 0.4167 pence per share in May
2021.
A seventh interim dividend for the year ending 30 September
2022, of 0.4167 pence per share, will be paid on 31 May 2022 to
shareholders on the register on 13 May 2022. This monthly dividend
of 0.4167 pence per share equates to an annualised dividend level
of 5.00 pence per share.
All of the distributions made by the Company have been Property
Income Distributions (PIDs).
5. Investment Properties
As at As at As at
31 March 31 March 30 September
2022 2021 2021
Freehold and leasehold properties GBP'000 GBP'000 GBP'000
=========================================== ========= ========= ==========================
Opening book cost 320,694 315,611 315,611
Opening unrealised appreciation (42,710) (47,365) (47,365)
=========================================== ========= ========= ==========================
Opening fair value 277,984 268,246 268,246
=========================================== ========= ========= ==========================
Movement for the period
Acquisitions - - 21,850
Sales
- net proceeds (60,084) (26,466) (27,953)
- gain on sales 2,944 192 1,179
Capital expenditure 2,719 5,360 10,007
=========================================== ========= ========= ==========================
Movement in book cost (54,421) (20,914) 5,083
=========================================== ========= ========= ==========================
Unrealised gain realised during the year - - -
Unrealised gains on investment properties 23,086 598 10,798
Unrealised losses on investment properties (11,571) (5,922) (6,143)
=========================================== ========= ========= ==========================
Movement in fair value (42,906) (26,238) 4,655
=========================================== ========= ========= ==========================
Closing book cost 266,273 294,697 320,694
=========================================== ========= ========= ==========================
Closing unrealised (depreciation) (31,195) (52,689) (42,710)
=========================================== ========= ========= ==========================
Closing fair value 235,078 242,008 277,984
=========================================== ========= ========= ==========================
During the period ended 31 March 2022 the Group sold office
properties at Bath, Newcastle, Edinburgh and Birmingham. The Group
received a net amount of GBP60,084,000 from investments sold in the
period. The book cost of the investments when it was purchased was
GBP58,016,000. This investment has been revalued over time and,
until it was sold, any unrealised gains/losses were included in the
fair value of the investments.
The fair value of the investment properties reconciled to the appraised value as follows:
Six months ended Six months ended Year ended
31 March 2022 31 March 2021 30 September 2021
GBP'000 GBP'000 GBP'000
========================================================== ================ ================ ==================
Closing fair value 235,078 242,008 277,984
Lease incentives held as debtors 3,742 4,842 5,361
========================================================== ================ ================ ==================
Appraised market value per Knight Frank 238,820 246,850 283,345
========================================================== ================ ================ ==================
Changes in the valuation of investment properties
Six months ended Six months ended Year ended
31 March 2022 31 March 2021 30 September 2021
GBP'000 GBP'000 GBP'000
========================================================== ================ ================ ==================
Gain on sale of investment properties 2,944 192 1,179
Gain on sale of investment properties realised* 2,944 192 1,179
Unrealised gains on investment properties 23,086 598 -
Unrealised (losses)/gains on investment properties (11,571) (5,922) 4,655
========================================================== ================ ================ ==================
Total gain/(loss) on revaluation of investment properties 14,459 (5,132) (5,834)
========================================================== ================ ================ ==================
*Represents the difference between the sales proceeds, net of
costs, and the property valuation at the end of the prior year.
5. Investment Properties continued
The loss on revaluation of investment properties reconciles to the movement in appraised market
value as follows:
Six months ended Six months ended Year ended
31 March 2022 31 March 2021 30 September 2021
GBP'000 GBP'000 GBP'000
=================================================== ================ ================ ==================
Total loss on revaluation of investment properties 14,459 (5,132) 4,655
Purchases - - 21,850
Capital expenditure 2,719 5,360 10,007
Sales - net proceeds (60,084) (26,466) (26,774)
--------------------------------------------------- ---------------- ---------------- ------------------
Movement in fair value (42,906) (26,238) 9,738
--------------------------------------------------- ---------------- ---------------- ------------------
Movement in lease incentives held as debtors (1,619) 113 632
--------------------------------------------------- ---------------- ---------------- ------------------
Movement in appraised market value (44,525) (26,125) 10,370
--------------------------------------------------- ---------------- ---------------- ------------------
At 31 March 2022, the properties were valued at GBP238,820,000
(31 March 2021: GBP246,850,000 and 30 September 2021:
GBP283,345,000) by Knight Frank LLP (Knight Frank), in their
capacity as external valuers. The valuation was undertaken in
accordance with the current editions of RICS Valuation - Global
Standards, which incorporate the International Valuation Standards,
and the RICS UK National Supplement.
Fair value is based on an open market valuation (the price that
would be received to sell an asset, or paid to transfer a
liability, in an orderly transaction between market participants at
the measurement date), provided by Knight Frank on a quarterly
basis, using recognised valuation techniques as set out in the
accounting policies and Note 9 of the consolidated financial
statements of the Group for the year ended 30 September 2021. The
valuations are the ultimate responsibility of the Directors.
Accordingly, the critical assumptions used in establishing the
independent valuation are reviewed by the Board.
There were no other significant changes to the valuation
process, assumptions or techniques used during the period.
6. Loans
As at As at As at
31 March 31 March 30 September
2022 2021 2021
GBP'000 GBP'000 GBP'000
================================== ========= ========= =============
Principal amount outstanding 111,076 111,076 111,076
Set-up costs (1,612) (1,612) (1,612)
Amortisation of loan set-up costs 896 731 813
================================== ========= ========= =============
Total 110,360 110,195 110,277
================================== ========= ========= =============
The Group's loan arrangements are with Aviva Commercial Finance
Limited.
The Group has loans totalling GBP56,920,000 which carry a fixed
blended interest rate of 2.9% and mature in May 2025. This rate is
fixed for the period of the loan as long as the loan-to-value is
maintained below 40.0%, increasing by ten basis points if the
loan-to-value is 40.0% or higher. These loans are secured over EPIC
(No.1) Limited's property portfolio. The Group also has loans
totalling GBP54,156,000 which carry a fixed interest rate of 2.7%
and mature in December 2027. This rate is fixed for the period of
the loan as long as the loan-to-value is maintained below 40.0%,
increasing by ten basis points if the loan-to-value is 40.0% or
higher. These loans are secured over EPIC (No.2) Limited's property
portfolio.
Under the terms of early repayment relating to the loans, the
cost of repaying the loans on 31 March 2022, based on the yield on
the Treasury 5% 2025 and Treasury 4.25% 2027 plus a margin of 0.5%,
would have been approximately GBP114,084,000 (31 March 2021:
GBP122,222,000 and 30 September 2021: GBP120,268,000), Including
repayment of the principal GBP111,076,000 (31 March 2021:
GBP111,076,000 and 30 September 2021: GBP111,076,000).
The fair value of the loans based on a marked-to-market basis,
being the yield on the relevant Treasury plus the appropriate
margin, was GBP109,969,000 at 31 March 2022 (31 March 2021:
GBP116,274,000 and 30 September 2021: GBP114,918,000). This
includes the principal borrowed.
7. Called-up Equity Share Capital
The Company had 211,333,737 Ordinary Shares of 1 pence par value
in issue at 31 March 2022 (31 March 2021: 211,333,737 and 30
September 2021: 211,333,737).
During the period to 31 March 2022, the Company did not issue
any Ordinary Shares (six months ended 31 March 2021: issued none;
year ended 30 September 2021: issued none). The Company did not
buyback or resell from treasury any Ordinary Shares during the
period or during either comparative period.
The Company did not hold any shares in treasury at 31 March 2022
(31 March 2021: nil and 30 September 2021: nil).
8. Net Asset Value
The Group's net asset value per Ordinary Share of 96.1 pence (31
March 2021: 84.3 pence and 30 September 2021: 89.7 pence) is based
on equity shareholders' funds of GBP203,036,000 (31 March 2021:
GBP178,087,000 and 30 September 2021: GBP189,549,000) and on
211,333,737 (31 March 2021: 211,333,737 and 30 September 2021:
211,333,737) Ordinary Shares, being the number of shares in issue
at the period end.
The net asset value calculated under IFRS is the same as the
EPRA net asset value as at 31 March 2022 and for both comparative
periods.
9. Investment in subsidiaries
The Group's results consolidate those of EPIC (No.1) Limited, a
wholly owned subsidiary of Ediston Property Investment Company plc,
incorporated in England & Wales on 27 June 2014 (Company
Number: 09106328) and EPIC (No.2) Limited, a wholly owned
subsidiary of Ediston Property Investment Company plc, incorporated
in England & Wales on 23 September 2017 (Company Number:
10978359). The subsidiaries hold all the investment properties
owned by the Group and are also the parties which hold the Group's
borrowings (see Note 6).
10. Related Parties
There have been no material transactions between the Company and
its Directors during the period other than amounts paid to them in
respect of expenses and remuneration for which there were no
outstanding amounts payable at the period end.
Ediston Investment Services Limited has received investment
management fees of GBP834,000 in relation to the six months ended
31 March 2022 (six months ended 31 March 2021: GBP824,000 and year
ended 30 September 2021: GBP1,687,000) of which GBP424,068 (31
March 2021: GBP411,213 and 30 September 2021: GBP437,000) remained
payable at the period end. Ediston Investment Services Limited
received no development management fees in relation to the six
months ended 31 March 2022 (six months ended 31 March 2021:
GBP177,000 and year ended 30 September 2021: GBP257,000) with
GBPnil (31 March 2021: GBPnil and 30 September 2021: GBPnil)
payable at the period end.
The aggregate shareholding of the manager and its senior
personnel as at 31 March 2022 is 2,378,244 shares, 1.1% of the
issued share capital as at that date.
11. Commitments
As at 31 March 2022 the Group had contractual commitments
totalling GBP1,687,000 (31 March 2021: GBP1,738,000 and 30
September 2021: GBP405,000). This is in relation to retentions for
the capital works on Barnsley, Prestatyn, Hull, Stirling and
Haddington.
The Group did not have any other contractual commitments to
refurbish, construct or develop any investment property, or for
repair, maintenance or enhancements, as at 31 March 2022.
12. Fair Value Measurements
The fair value measurements for assets and liabilities are
categorised into different levels in the fair value hierarchy based
on the inputs to valuation techniques used. These different levels
have been defined as follows:
-- Level 1 - quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Group can access at the
measurement date.
-- Level 2 - inputs, other than quoted prices included within
Level 1 that are observable for the asset or liability, either
directly or indirectly.
-- Level 3 - unobservable inputs for the asset or liability.
Value is the Directors' best estimate, based on advice from
relevant knowledgeable experts, use of recognised valuation
techniques and on assumptions as to what inputs other market
participants would apply in pricing the same or similar instrument.
All investment properties are included in Level 3.
There were no transfers between levels of the fair value
hierarchy during the six months ended 31 March 2022.
13. Interim Report Statement
The Company's auditor, Grant Thornton UK LLP, has not audited or
reviewed the Interim Report to 31 March 2022 pursuant to the
Auditing Practices Board guidance on 'Review of Interim Financial
Information'. These are not full statutory accounts in terms of
Section 434 of the Companies Act 2006 and are unaudited. Statutory
accounts for the year ended 30 September 2021, which received an
unqualified audit report and which did not contain a statement
under Section 498 of the Companies Act 2006, have been lodged with
the Registrar of Companies. No full statutory accounts in respect
of any period after 30 September 2021 have been reported on by the
Company's auditor or delivered to the Registrar of Companies.
Shareholder Information
Corporate Summary
Ediston Property Investment Company plc (the Company) is a
closed- ended property investment company which began trading in
October 2014. The Company has a single class of Ordinary Shares in
issue, which are listed on the premium segment of the Official List
and traded on the London Stock Exchange's Main Market. The Company
has two wholly owned subsidiary undertakings, EPIC (No.1) Limited
and EPIC (No.2) Limited (the Subsidiaries). The Company and the
Subsidiaries are referred to collectively throughout this document
as 'the Group', although references to the Company may also
encompass matters relevant to the Subsidiaries.
The Group has entered the Real Estate Investment Trust (REIT)
regime for the purposes of UK taxation. Further information for
shareholders on the tax structure and UK taxation of the Group's
distributions is provided in the Annual Report for the year ended
30 September 2021.
Investment Objective
The Company's investment objective is to provide shareholders
with an attractive level of income together with the prospect of
income and capital growth.
Investment policy
The Company's full investment policy is contained in the
Directors' Report in the Annual Report and Accounts for the year
ended 30 September 2021.
INVESTMENT MANAGER AND AIFM
Ediston Investment Services Limited has been appointed as the
Company's alternative investment fund manager (AIFM) and investment
manager and therefore provides portfolio and risk management
services, including ensuring compliance with the Group's investment
policy and the requirements of the AIFMD, through the Management
Agreement. Management services, including advising on the
acquisition, development, leasing, management and sale of the
Group's properties, are delegated to Ediston Properties Limited
under the Investment Manager's Delegation Agreement. Both
agreements are subject to 12 months' notice, other than in a breach
scenario.
Investor relations
Information on Ediston Property Investment Company plc,
including the latest share price can be found on the Company's
website at www.ediston-reit.com .
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
T: 0370 707 1079
E: www.investorcentre.co.uk/contactus
Enquiries about the following administrative matters should be
addressed to the Company's registrar:
- Change of address notification.
- Lost share certificates.
- Dividend payment enquiries.
- Dividend mandate instructions. Shareholders may have their
dividends paid directly into their bank or building society
accounts by completing a dividend mandate form. Tax vouchers, where
applicable, are sent directly to shareholders' registered
addresses.
- Amalgamation of shareholdings. Shareholders who receive more
than one copy of the Annual/Interim Report are invited to
amalgamate their accounts on the share register.
Shareholders can view and manage their shareholdings online at
www.investorcentre.co.uk, including updating address records,
making dividend payment enquiries, updating dividend mandates and
viewing the latest share price. Shareholders will need their
Shareholder Reference Number (SRN), which can be found on their
share certificate or a recent dividend tax voucher, to access this
site. Once signed up to Investor Centre, an activation code will be
sent to the shareholder's registered address to enable the
shareholder to manage their holding.
anticipated Financial Calendar 2021/22
July 2022 Announcement of Net Asset Value as at 30 June 2022
============= ==============================================================
October 2022 Announcement of Net Asset Value as at 30 September 2022
============= ==============================================================
December 2022 Publication of Annual Report for the year to 30 September 2022
============= ==============================================================
January 2023 Announcement of Net Asset Value as at 31 December 2022
============= ==============================================================
February 2023 Annual General Meeting
============= ==============================================================
The Board will consider the calendar at each meeting and amend
as appropriate. The Company continues to pay monthly dividends.
Glossary of terms, definitions and alternative performance
measures
The Company uses Alternative Performance Measures (APMs). APMs
do not have a standard meaning prescribed by accounting standards
and therefore may not be comparable to similar measures presented
by other entities. The APMs used by the Company are included below.
A full glossary was included in the Annual Report 2021 to assist
investors in their understanding of the other technical terms that
the Company may use in reporting its results.
Contracted Rent The annualised rent adjusting for the inclusion of rent
subject to rent-free periods and rental
guarantees.
======================================================= =============================================================
Discount (or Premium) of Share Price to Net Asset Value If the share price is less than the Net Asset Value per
share, the shares are trading at a
discount. If the share price is greater than the Net Asset
Value per share, the shares are
trading at a premium. The discount (or premium) is calculated
by reporting the difference
between the Net Asset Value per share and the Share Price as
a percentage of the Net Asset
Value per share.
======================================================= =============================================================
Dividend Cover Revenue profit for the period, excluding exceptional items,
divided by dividends paid during
the period.
======================================================= =============================================================
Dividend Yield Calculated using the annual dividend as a percentage of the
share price at the period end.
======================================================= =============================================================
Earnings per share (EPS) Profit for the period attributable to ordinary equity holders
of the Company divided by the
time weighted average number of ordinary shares outstanding
during the period. As there are
no dilutive instruments outstanding, basic and diluted
earnings per share are identical.
======================================================= =============================================================
EPRA NAV NAV adjusted to include properties and other investment
interests at fair value and to exclude
certain items not expected to crystallise in a long-term
investment property business model.
Makes adjustments to the IFRS NAV to provide stakeholders
with the most relevant information
on the fair value of the assets and liabilities within a true
real estate investment company
with a long-term investment strategy. At 31 March 2022, 30
September 2021 and 31 March 2021,
the EPRA NAV was the same as the IFRS NAV.
======================================================= =============================================================
EPRA Net Asset Value (NAV) per Share EPRA NAV at the period end divided by the number of Ordinary
Shares in issue at that date.
======================================================= =============================================================
EPRA Vacancy Rate Estimated Market Rental Value (ERV) of vacant space expressed
as a percentage of the ERV of
the whole portfolio. The vacancy rate excludes those
properties which are under development
or major refurbishment.
======================================================= =============================================================
Gearing Unlike open-ended investment companies, closed-ended
investment companies have the ability
to borrow to invest.
This term is used to describe the level of borrowings that an
Investment Company has undertaken.
The higher the level of borrowings, the higher the gearing
ratio. This is expressed as a percentage
of the principal value of borrowings against total assets.
======================================================= =============================================================
Like-for-like Movement The like-for-like increase (or decrease) in the property
portfolio is calculated as the movement
in the fair value of the property portfolio excluding any
properties bought or sold in the
period.
======================================================= =============================================================
Loan-to-Value (LTV) Debt outstanding and drawn at the period end, net of any cash
held in the Lender deposit account,
expressed as a percentage of the market value of all property
assets.
======================================================= =============================================================
NAV per Ordinary Share (or IFRS NAV) This is calculated as the net assets of the Group calculated
under its accounting policies
(as set out on pages 80 to 84 of the Annual Report 2021)
divided by the number of shares in
issue, excluding those shares held in treasury. This is the
number disclosed at the foot of
the Consolidated Statement of Financial Position on page 8.
At 31 March 2022 and 30 September
2021, the IFRS NAV was the same as the EPRA NAV.
======================================================= =============================================================
NAV Total Return The growth in NAV plus dividends reinvested, and this can be
expressed as a percentage of
NAV per share at the start of the period.
======================================================= =============================================================
Share Price Total Return The percentage change in the Share Price assuming dividends
are reinvested to purchase additional
Ordinary Shares at the prevailing share price.
======================================================= =============================================================
WAULT (Weighted Average Unexpired Lease Term) The average lease term remaining to the earlier of break or
expiry, across the portfolio weighted
by contracted rental income (including rent-frees). The
calculation excludes properties allocated
as developments.
======================================================= =============================================================
Capitalised terms above are as defined in the glossary included
in the Annual Report 2021.
HOW TO INVEST
Shares in Ediston Property Investment Company plc are listed on
the main market of the London Stock Exchange (LSE: EPIC).
As with any publicly quoted company, the Company's shares can be
bought and sold on the stock market. This can be done directly
through a wealth manager, financial adviser or stockbroker.
Another option is to use one of the platform providers who offer
an 'execution only' service. Links to such providers are available
on the Company's website at www.ediston-reit.com. Potential
investors should note that by clicking on any of the links
contained thereon, you will leave the Company's website and go to
an external website. The Company is not responsible for the content
or accuracy of these external websites.
KEY INFORMATION DOCUMENT
Investors should be aware that the Packaged Retail and
Insurance-based Investment Products Regulation (PRIIPs) Regulation
requires the AIFM, as the PRIIP manufacturer, to prepare a key
information document (KID) in respect of the Company. This KID must
be made available by the Investment Manager to retail investors
prior to them making any investment decision and is available on
the Company's website. The Company is not responsible for the
information contained in the KID and investors should note that the
procedures for calculating the risks, costs and potential returns
are prescribed by the law. The figures in the KID may not reflect
the expected returns for the Company and anticipated performance
returns cannot be guaranteed.
Important Information
Past performance is not necessarily a guide to future
performance. The value of investments and income from them may go
down as well as up and are not guaranteed. NAV performance is not
linked to share price performance and shareholders may realise
returns that are lower or higher in performance.
Certain statements in this report are forward-looking
statements. By their nature, forward-looking statements involve a
number of risks, uncertainties or assumptions that could cause
actual results or events to differ materially from those expressed
or implied by those statements. Forward-looking statements
regarding past trends or activities should not be taken as
representation that such trends or activities will continue in the
future. Accordingly, undue reliance should not be placed on
forward-looking statements.
WARNING TO SHAREHOLDERS - BEWARE OF SHARE FRAUD
There has been an increase in the number of increasingly
sophisticated but fraudulent financial scams. This is often by a
'phone call or email which can originate from outside the UK.
Shareholders may receive unsolicited phone calls or correspondence
concerning investment matters that imply a connection to the
Company. These are typically from overseas 'brokers' who target UK
shareholders offering to sell them what often turn out to be
worthless or high-risk shares.
Shareholders may also be advised that there is 'an imminent
offer for the Company', and the caller may offer to buy shares at
significantly above the market price if an administration fee is
paid. This is known as 'boiler room fraud'.
If you are contacted, we recommend that you do not respond with
any personal information, including access to financial information
or bank accounts. If you are in any doubt you should seek financial
advice before taking any action.
You can find more information about investment scams at the
Financial Conduct Authority (FCA) website:
www.fca.org.uk/consumer/protect-yourself-scams. You can also call
the FCA Consumer Helpline on 0800 111 6768.
In addition, please be aware that the COVID-19 pandemic may
initiate new types of scam activity and you can find out more
information about this at
https://www.fca.org.uk/news/news-stories/avoid-coronavirus-scams.
CORPORATE INFORMATION
Directors Independent Auditor
Mr William Hill (Chairman) Grant Thornton UK LLP
Mr Robin Archibald 30 Finsbury Square
Mr Jamie Skinner London EC2P 2YU
Ms Imogen Moss
Registered office Tax Adviser
The Scalpel BDO LLP
18(th) Floor, 55 Baker Street
52 Lime Street London W1U 7EU
London EC3M 7AF
Registered number Registrar
09090446 Computershare Investor Services PLC
Registered in England and Wales The Pavilions
Bridgwater Road
Bristol BS13 8AE
AIFM Corporate Broker
Ediston Investment Services Limited Investec Bank PLC
Broadgate Tower 30 Gresham Street
20 Primrose Street London EC2V 7QP
London EC2A 2EW
Investment Manager Depositary
Ediston Properties Limited IQ EQ Depositary Company (UK) Limited
Broadgate Tower Two London Bridge
20 Primrose Street London SE1 9RA
London EC2A 2EW
Administrator and Company Secretary Public Relations
JTC UK Limited Kaso Legg Communications
The Scalpel 40 Queen Street
18(th) Floor, London EC4R 1DD
52 Lime Street
London EC3M 7AF
Legal Adviser Website
Dickson Minto W.S. www.ediston-reit.com
Broadgate Tower
20 Primrose Street
London EC2A 2EW
Property Valuer
Knight Frank LLP
55 Baker Street
London W1U 8AN
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
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RNS may use your IP address to confirm compliance with the terms
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END
IR SELFMLEESELI
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