TIDMTHRL

RNS Number : 1030T

Target Healthcare REIT PLC

23 March 2021

23 March 2021

Target Healthcare REIT plc

INTERIM RESULTS FOR THE SIX MONTHSED 31 DECEMBER 2020

Distinct focus on best-in-class real estate and diversified tenant base underpins profit, portfolio valuation and dividend increase

Target Healthcare REIT plc (the "Company" or the "Group"), the UK listed specialist investor in modern, purpose-built care homes, is pleased to announce its results for the six months ended 31 December 2020.

Financial Highlights

-- NAV total return(1) of 3.3% (2019: 3.8%), driven primarily by the rental and valuation growth of the underlying portfolio

   --      Share price total return of 6.8% (2019: 3.3%) 

-- Group specific adjusted EPRA earnings per share(2) of 2.66 pence per share (2019: 2.72 pence)

-- Continued progressive dividend policy, with dividends increased by 0.6% to 3.36 pence in respect of the period (2019: 3.34 pence)

-- Dividends in respect of the period 79% covered by adjusted earnings(2) , fully covered based on EPRA earnings per share

   --      Dividend yield of 5.9% based on 31 December 2020 closing share price of 114.0 pence 

-- Cash reserves of GBP18.3 million as at 31 December 2020, together with GBP58.0 million available in undrawn revolving credit facilities, and low net loan-to-value ("LTV") of 22.2% (average cost of drawn debt 2.81%, average term to maturity 5.34 years), provides financial and operational flexibility

-- Oversubscribed GBP60 million equity issuance successfully completed in March 2021, with attractive pipeline of investment opportunities identified

Portfolio Highlights

-- Portfolio value increased by GBP30 million, or 4.9%, to GBP647.7 million, including like-for-like valuation growth of 1.3%

   --      Portfolio total returns of 4.1% (2019: 4.7%) 

-- Contractual rent increased by 4.2% to GBP40.6 million per annum (2020: GBP39.0 million), including a like-for-like increase of 0.3%, with the assets that were subject to rent review in the period delivering an average increase of 1.7%

   --      EPRA Topped-up Net Initial Yield of 5.97% and EPRA Net Initial Yield of 5.80% 

-- Weighted Average Unexpired Lease Term ('WAULT') of 28.7 years (2020: 29.0 years), one of the longest in the UK listed real estate sector

Update and Outlook

-- Vaccinations made available to residents and staff in all of the Group's care homes by 1 February 2021, with substantial uptake across both groups

-- Whilst trading conditions for some underlying tenants may remain challenging for a period, we expect tenant occupancy to recover as new admissions can now occur more safely and residents are able to interact with visitors and their local communities more regularly. Reports from tenants indicate significant levels of enquiries from prospective residents

-- The Group has carefully invested in modern, purpose-built care home real estate, with full en-suite wet-rooms which account for 95% of the portfolio, leased at sustainable rental levels, creating a portfolio which is diversified by both tenant and geography

-- Compelling long-term demand supply dynamics supporting both investor and operator activity in the sector, with evidence that the flight to high quality assets is accelerating

-- Strong alignment of ESG principles, with continued social purpose and advocacy of minimum real estate standards across the sector

-- Ongoing supportive dialogue with tenants through crisis; landlord flexibility providing assurance and allowing focus on care provision for residents

Unless otherwise stated in the above, references to 2019 mean the comparative six month period to 31 December 2019 and references to 2020 mean 30 June 2020, being the start of the period under review.

(1) Based on EPRA NAV movement and dividends paid

(2) For the details of adjusted earnings refer to note 6 to the Condensed Consolidated Financial Statements.

Malcolm Naish, Chairman of the Company, said:

"The extensive feedback we have received throughout the period from care home managers and their teams has confirmed that the standards of our modern, purpose-built real estate have been vital to their efforts to provide dignified care for residents during the challenging circumstances of the pandemic.

"The COVID-19 vaccination programme provides a massive relief to residents, their friends and families, and care staff. While our outlook for our homes and the sector is optimistic, we recognise that trading conditions may remain challenging for a period for some homes as we continue to emerge from the worst of the pandemic. Positive relationships with our tenants are fundamental to our business model and we remain a highly engaged and supportive landlord.

"Our business model provides stable, noncyclical returns from long-term, committed investment in UK care homes. Real estate standards across the sector remain generally poor and this significant undersupply of quality, and the increasing numbers of people over 85 years of age, allows us to invest with confidence for the long-term. "

LEI: 213800RXPY9WULUSBC04

Enquiries:

Kenneth MacKenzie; Gordon Bland

Target Fund Managers Limited

01786 845 912

Mark Young; Mark Bloomfield

Stifel Nicolaus Europe Limited

020 7710 7600

Dido Laurimore; Claire Turvey; Richard Gotla

FTI Consulting

020 3727 1000

TargetHealthcare@fticonsulting.com

Notes to editors:

UK listed Target Healthcare REIT plc (THRL) is an externally managed Real Estate Investment Trust which provides shareholders with an attractive level of income, together with the potential for capital and income growth, from investing in a diversified portfolio of modern, purpose-built care homes.

The Group's portfolio at 31 December 2020 comprised 76 assets let to 27 tenants with a total value of GBP647.7 million.

The Group only invests in modern, purpose-built care homes that are let to high quality tenants who demonstrate strong operational capabilities and a strong care ethos. The Group builds collaborative, supportive relationships with each of its tenants as it believes working in this way helps raise standards of care and helps its tenants build sustainable businesses. In turn, that helps the Group deliver stable returns to its investors.

Chairman's Statement

Introduction and COVID-19

We have now been living with the COVID-19 pandemic for over a year. Throughout this time, we have heard powerful first-hand accounts from our homes detailing the extent of the challenges faced, and the impact on residents, families and their care workers. We are grateful to all those working in our homes for their devoted service. The extensive feedback we have received throughout the period from care home managers and their teams has confirmed that the standards of our modern, purpose-built real estate have been vital to their efforts to provide dignified care for residents - we shall continue to advocate for these as the minimum real estate standards anyone should be willing to accept for frail older people.

The urgent roll-out of vaccinations to residents and carers in all our homes has been a success. The protection provided is a massive relief to residents, their friends and families, and care staff. This also delivers the first significant commercial assurance this year to our tenants. We are pleased to hear reports from our tenants of significant levels of enquiries from prospective residents and expect occupancy to recover as new admissions can now occur more safely and residents are able to interact with visitors and their local communities more regularly.

While our outlook for our homes and the sector is optimistic, we recognise that trading conditions may remain challenging for a period for some homes as we continue to emerge from the worst of the pandemic. Positive relationships with our tenants are fundamental to our business model and we remain a highly engaged and supportive landlord.

Group performance

Despite the unparalleled difficulties of the past year, underlying profits, measured by adjusted EPRA earnings, have increased by 6% to GBP12.2 million (2019: GBP11.5 million), being 2.66 pence per share (2019: 2.72 pence). The Group's portfolio, on which the Investment Manager reports in more detail below, now comprises beds for up to 5,071 residents to be cared for by our 27 tenants and their many thousands of nurses, carers and other essential staff.

The Group continues to provide attractive total returns (3.3% accounting total return for the period(1) ), driven primarily by the rental and valuation growth of the underlying portfolio. Valuation yields have tightened (EPRA topped-up Net Initial Yield: 5.97%) with a number of market participants providing competition for the sustainable rental cashflows and relatively low volatility provided by the type of homes in which we invest.

We have all faced necessary restrictions that have prevented us taking our preferred actions, and this has extended to our management of the portfolio. We prudently paused investment activity at the height of the uncertainty a year ago, and the implementation of initiatives to address performance concerns relating to a small number of our assets were delayed. While these restrictions on our normal course of business unsurprisingly impacted on our ability to deliver maximum earnings and dividend cover, the impact was slight. Moreover, the evidence of the robust performance of our portfolio, with 94% of rent collected for the COVID-affected period(2) and market demand and competition for assets reflected in the aforementioned tightening of valuation yields, provides a solid basis to resume acquisitions and we have progressed initiatives on the underperforming assets. These actions should contribute positively to further earnings growth in the near-term.

Portfolio & balance sheet strength

At 31 December 2020, the Group's portfolio has grown to 76 properties valued at GBP647.7 million. Our 27 tenants provide diversity of income, with rental and valuation growth delivered on a like-for-like basis at 0.3% and 1.3% respectively from both rental uplifts and yield compression. Underlying trading performance at the homes has proven remarkably resilient - notably, rent cover for the mature homes in the portfolio of 1.5 times(3) has been achieved over the period largely affected by COVID-19.

Gearing remains low, despite having increased from 19% to 22% over the six month period as we have moved closer to a fully invested and fully geared balance sheet. Management of our investment pipeline, development programme and capital structure is also becoming more efficient with scale and with the agreement of enhanced debt arrangements. The GBP40 million of additional debt capacity and maturity extensions during the period have further strengthened the balance sheet and provide increased certainty of funding. Our weighted average term to maturity on our debt facilities now exceeds five years at a weighted interest rate of 2.8%.

We have been delighted by the support from both existing shareholders and new investors for the oversubscribed GBP60 million equity issuance completed this month. We carefully considered the immediate prospects for the portfolio and the sector, as well as the medium to longer term, and firmly believe shareholders can benefit from the further scale and tenant diversity that investment of the funds raised will add to our underlying investment portfolio. The Manager has identified an attractive pipeline of investment opportunities and also reports significant interest in the type of real estate we hold, with some evidence that the "flight to quality" within the sector is accelerating. We look forward to deploying the capital raised and continuing to grow our portfolio on accretive terms whilst remaining highly selective with our approach to acquisition opportunities.

Dividend and outlook

We have maintained our progressive dividend policy having increased quarterly dividends by 0.6% to 1.68 pence per share. While dividend cover over this COVID-affected six-month period was 79%(4) , we have a clear path to full cover from the increased earnings which are already being generated by recent capital deployment, and from the improved rental collection expected on completion of our portfolio management initiatives.

Our Manager's specialist understanding of the sector and deep-seated relationships help identify assets that meet our strict criteria and, more crucially, set rental levels which are sustainable for operationally astute care home operators. This approach has delivered annualised accounting total returns(1) since launch of 7.7% and, despite the unprecedented conditions since the outbreak of the pandemic, returned 6.5% for the 2020 calendar year.

Our business model provides stable, non-cyclical returns from long-term, committed investment in UK care homes. Real estate standards across the sector remain generally poor - 74%(5) of the UK's existing care home bedrooms are in need of modernisation to effectively allow dignity and privacy in care, as well as enhancements to infection control. This significant undersupply of quality, and the increasing numbers of people over 85 years of age, allows us to invest with confidence for the long-term.

Malcolm Naish

Chairman

22 March 2021

(1) Based on EPRA NAV movement plus dividends paid.

(2) For the period from 11 March 2020 (when COVID-19 was declared a global pandemic by the World Health Organisation) to 31 December 2020.

(3) Twelve month rolling average to 31 December 2020.

(4) Based on adjusted earnings, please refer to note 6 to the Condensed Consolidated Financial Statements.

(5) Carterwood - 2020

Investment Manager's Report

Overview

The Group's portfolio of 76 assets, comprising 73 operational homes and three pre-let development sites, was valued at GBP647.7 million at 31 December 2020. The operational homes were let to 27 tenants, providing 5,071 beds for residents, and generating a contractual rent of GBP40.6 million per annum. The EPRA topped-up net initial yield was 5.97% and the EPRA net initial yield was 5.80%.

The portfolio value has increased by 4.9% in the period. Of this, 3.6% is due to net capital deployment in one new acquisition and further investment into developments (two new commitments, one existing), with a positive like-for-like movement in the operational portfolio of 1.3%, which primarily reflects the impact of both inflation-linked rent reviews and yield compression.

The contractual rent roll has increased by 4.2% in the period, including an increase of 3.9% from an acquisition and a completed development site. The Group's upwards-only rent reviews contributed a like-for-like increase of 0.7%, though we report a net increase of 0.3% following a prudent reduction in estimated rent from the portfolio's sole variable rental lease agreement, where the affected property has seen a weaker trading performance due to COVID-19. The WAULT has shortened slightly to 28.7 years.

The portfolio total return for the six-month period was 4.1% (8.2% for the 2020 calendar year), maintaining its stable performance since IPO.

COVID-19

As at 18 March 2021 there were confirmed COVID-19 cases in less than 0.6% of total portfolio beds across nine homes, down from the April 2020 peak of 3.2% suspected or confirmed cases across 32 homes. Vaccinations had been made available to residents and staff in all of the Group's care homes by 1 February 2021, with substantial uptake across both groups. The roll-out of second dose vaccinations has commenced and is expected to complete in the coming weeks.

The pandemic has had a significant impact on underlying occupancy across the portfolio, with a decrease of 10% since the pandemic began, consistent with the trend seen across the sector, as admissions of new residents slowed. Home trading performance has remained resilient, with average rent cover as at 31 December 2020 of 1.5 times on a last twelve months' basis.(1) These results reflect the positive effects of (i) government support (ii) local authority fee increases arriving promptly; and (iii) reduced agency staff usage.

The progress towards normality which appears likely as a result of vaccinations is, of course, welcomed. We look forward to recommencing our regular visiting programme, when safe to do so, and experiencing the vibrant and caring environments our homes provide their residents, visitors and local communities.

Asset management initiatives

As at 22 March 2021, the Group had collected 93 per cent of the rent that was due and payable in respect of the current quarter. The Investment Manager has ongoing engagement with the Group's tenants to proactively assist and monitor performance. Two tenants, operating four homes in aggregate and comprising approximately eight per cent of the Group's total rent, have contributed to the majority of recent and ongoing rent arrears. The market value of these properties as reported at 31 December 2020 is at a reduced level which reflects the sustained underperformance to date. Whilst the restrictions and interruptions of the COVID-19 pandemic have limited our ability to implement initiatives to address the underperformance, positive progress has been made recently. An agreement has been reached with one tenant for partial settlement of outstanding rent and consensual re-tenanting of their two homes. At the other two homes, operated by a different tenant, resident occupancy and trading is improving towards the levels anticipated by the investment case, with one home having recently started paying its rent in full. The other home is making slower progress in part due to restrictions put in place throughout the COVID-19 pandemic.

We have also continued to progress other asset management activities to secure long-term rental income.

Investment market

The investment market for high quality, modern, fit-for-purpose assets which meet the Group's investment criteria remains very competitive. There is sustained strong investor appetite, with the best properties and sites transacting at pre-COVID-19 pandemic pricing.

Yields continue to tighten and, based on the reliable cash-flows generated, competition levels we are witnessing from a number of participants, and the resilient performance through the pandemic, we anticipate modest tightening to continue. We are not seeing distressed sales, as one may expect, rather the opposite as the requirement for the sector's real estate to modernise, and the resultant flight to quality of limited supply, becomes more pronounced.

Our pipeline of potential portfolio additions is healthy, with opportunities to: add homes which are market-leading in their local areas; support care providers in their growth aspirations; and to enhance our portfolio's diversification through new tenants. We expect to complete diligence procedures and announce acquisitions in the coming months.

Sectoral

In the aftermath of COVID-19, there is a continued strong political commitment to improving the relationship between health and social care across the UK, to avoid medically fit older patients occupying urgently needed hospital beds. This offers further opportunities for the social care sector by caring for this population, as has been demonstrated during the pandemic. Other positive areas of opportunity for joint working with the NHS include intermediate care for people who are not yet well enough to return home from hospital, and rapid response care beds for people who require rehabilitation which can be delivered in the care home to avoid hospital admission altogether.

Policy makers continue to discuss how the public funded element of elder care is to be settled, with new ideas being considered after the shelving of the Dilnot proposals on long term care funding. There are no proposals for structural reform of social care, though discussion about funding through personal taxation or insurance schemes is live. The Department of Health and Social Care has released a White Paper called 'Integration and Innovation', described as a 'shift away from the old legislative focus on competition between health care organisations towards a new model of collaboration, partnership and integration'. Proposals to look at joined up thinking across whole communities may ultimately be beneficial to all.

Plans for a new 'National Care Service' in Scotland seek to draw together the NHS and social care, but the sector is content that the government commissioned Independent Review of Adult Social Care has comprehensively vetoed the idea of nationalising the independent sector on financial grounds. In addition, the Scottish Care Inspectorate is due to publish an update of design guidance for care homes reinforcing the opportunities for those providing fit-for-purpose buildings.

The Department of Health Northern Ireland has announced its intention to simplify and standardise NHS payment of 'Continuing Healthcare' which will be progressive, clarifying formerly contentious issues of NHS funding for residents within care homes, making it easier to access much needed care that this sector can provide.

The last year has seen the staff who work in care homes held up in proper respect alongside their colleagues in the NHS, with acknowledgement of their heroic efforts. Recognition of the value of the sector as a whole is reflected in these policy developments.

Target Fund Managers Limited

Investment Manager

22 March 2021

(1) All occupancy and rent cover figures quoted relate to mature homes within the portfolio.

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 31 December 2020

 
                                           Six months ended                Six months ended 
                                            31 December 2020                31 December 2019 
                                              (unaudited)                     (unaudited) 
                                      Revenue   Capital      Total    Revenue   Capital      Total 
                             Notes    GBP'000   GBP'000    GBP'000    GBP'000   GBP'000    GBP'000 
--------------------------  ------  ---------  --------  ---------  ---------  --------  --------- 
 Revenue 
 Rental income                        20,308      4,554     24,862    16,973      3,855     20,828 
 Other income                           6             -          6      10            -         10 
--------------------------  ------  ---------  --------  ---------  ---------  --------  --------- 
 Total revenue                        20,314      4,554     24,868    16,983      3,855     20,838 
--------------------------  ------  ---------  --------  ---------  ---------  --------  --------- 
 
   Gains on investment 
   properties                    8       -          307        307       -          299        299 
 (Losses)/gains on 
  properties held for 
  sale                           9       -         (92)       (92)       -        1,505      1,505 
 Total income                         20,314      4,769     25,083    16,983      5,659     22,642 
--------------------------  ------  ---------  --------  ---------  ---------  --------  --------- 
 Expenditure 
 Investment management 
  fee                            2   (2,821)          -   (2,821)    (2,525)          -    (2,525) 
 Other expenses                  3   (3,170)          -   (3,170)    (1,486)       (47)    (1,533) 
--------------------------  ------  ---------  --------  ---------  ---------  --------  --------- 
 Total expenditure                   (5,991)          -   (5,991)    (4,011)       (47)    (4,058) 
--------------------------  ------  ---------  --------  ---------  ---------  --------  --------- 
 Profit before finance 
  costs and taxation                   14,323     4,769     19,092     12,972     5,612     18,584 
--------------------------  ------  ---------  --------  ---------  ---------  --------  --------- 
 Net finance costs 
 Interest receivable                    18            -      18         62            -         62 
 Interest payable 
  and similar charges            4   (2,389)      (913)   (3,302)    (2,090)          -    (2,090) 
--------------------------  ------  ---------  --------  ---------  ---------  --------  --------- 
 
   Profit before taxation              11,952     3,856     15,808     10,944     5,612     16,556 
 Taxation                        5         12         -         12          3         -          3 
--------------------------  ------  ---------  --------  ---------  ---------  --------  --------- 
 Profit for the period                 11,964     3,856     15,820     10,947     5,612     16,559 
 Other comprehensive 
  income: 
 Items that are or 
  may be reclassified 
  subsequently to profit 
  or loss 
 Movement in fair 
  value of interest 
  rate swaps                                -     (141)      (141)          -        17         17 
 Reclassification 
  to profit and loss 
  on discontinuation 
  of interest rate 
  swaps                                     -       180        180          -         -          - 
--------------------------  ------  ---------  --------  ---------  ---------  --------  --------- 
 Total comprehensive 
  income for the period                11,964     3,895     15,859     10,947     5,629     16,576 
--------------------------  ------  ---------  --------  ---------  ---------  --------  --------- 
 
   Earnings per share 
   (pence)                       6       2.62      0.84       3.46       2.58      1.33       3.91 
--------------------------  ------  ---------  --------  ---------  ---------  --------  --------- 
 

The total column of this statement represents the Group's Condensed Consolidated Statement of Comprehensive Income, prepared in accordance with IFRS as adopted by the European Union. The supplementary revenue return and capital return columns are both 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 discontinued in the period.

Condensed Consolidated Statement of Financial Position

As at 31 December 2020

 
                                                      As at        As at 
                                                31 December      30 June 
                                                       2020         2020 
                                                (unaudited)    (audited) 
                                       Notes        GBP'000      GBP'000 
 Non-current assets 
 Investment properties                     8        595,090      570,086 
 Trade and other receivables              10         51,968       46,044 
------------------------------------  ------  -------------  ----------- 
                                                    647,058      616,130 
------------------------------------  ------  -------------  ----------- 
 Current assets 
 Trade and other receivables              10          2,627        3,702 
 Cash and cash equivalents                           18,324       36,440 
------------------------------------  ------  -------------  ----------- 
                                                     20,951       40,142 
 Properties held for sale                  9          7,320        7,500 
------------------------------------  ------  -------------  ----------- 
                                                     28,271       47,642 
------------------------------------  ------  -------------  ----------- 
 Total assets                                       675,329      663,772 
------------------------------------  ------  -------------  ----------- 
 Non-current liabilities 
 Bank loans                               12      (159,683)    (150,135) 
 Interest rate swaps                      12          (188)        (227) 
 Trade and other payables                 13        (6,821)      (6,183) 
------------------------------------  ------  -------------  ----------- 
                                                  (166,692)    (156,545) 
------------------------------------  ------  -------------  ----------- 
 Current liabilities 
 Trade and other payables                 13       (13,991)     (13,114) 
------------------------------------  ------  -------------  ----------- 
 Total liabilities                                (180,683)    (169,659) 
------------------------------------  ------  -------------  ----------- 
 Net assets                                         494,646      494,113 
------------------------------------  ------  -------------  ----------- 
 
 Share capital and reserves 
 Share capital                            14          4,575        4,575 
 Share premium                                       77,452       77,452 
 Merger reserve                                      47,751       47,751 
 Distributable reserve                              281,444      296,770 
 Hedging reserve                                      (188)        (227) 
 Capital reserve                                     49,392       45,536 
 Revenue reserve                                     34,220       22,256 
------------------------------------  ------  -------------  ----------- 
 Equity shareholders' funds                         494,646      494,113 
------------------------------------  ------  -------------  ----------- 
 
 Net asset value per ordinary share 
  (pence)                                  6          108.1        108.0 
------------------------------------  ------  -------------  ----------- 
 

Condensed Consolidated Statement of Changes in Equity

   For the six months ended 31 December 2020   (unaudited) 
 
                                                            Distrib-utable 
                              Share      Share     Merger          reserve    Hedging    Capital    Revenue 
                    Note    capital    premium    reserve                     reserve    reserve    reserve       Total 
                            GBP'000    GBP'000    GBP'000          GBP'000    GBP'000    GBP'000    GBP'000     GBP'000 
 As at 30 June 
  2020                        4,575     77,452     47,751          296,770      (227)     45,536     22,256     494,113 
 Total 
  comprehensive 
  income for 
  the period:                     -          -          -                -         39      3,856     11,964      15,859 
 Transactions 
  with owners 
  recognised 
  in equity: 
 Dividends 
  paid                 7          -          -          -         (15,326)          -          -          -    (15,326) 
 As at 31 
  December 
  2020                        4,575     77,452     47,751          281,444      (188)     49,392     34,220     494,646 
----------------  ------  ---------  ---------  ---------  ---------------  ---------  ---------  ---------  ---------- 
 
   For the six months ended 31 December 2019   (unaudited) 
 
                             Stated                                       Distrib-utable 
                            capital         Share      Share     Merger          reserve    Hedging    Capital    Revenue 
                            account       capital    premium    reserve                     reserve    reserve    reserve       Total 
                            GBP'000       GBP'000    GBP'000    GBP'000          GBP'000    GBP'000    GBP'000    GBP'000     GBP'000 
 As at 30 June 
  2019                      372,685             -          -          -                -      (707)     36,163      4,948     413,089 
 Total 
  comprehensive 
  income for 
  the period:                     -             -          -          -                -         17      5,612     10,947      16,576 
 Transactions 
  with owners 
  recognised 
  in equity: 
 Group 
  reconstruction          (371,292)       385,090          -     47,751         (61,549)          -          -          -           - 
 Reduction 
  of share 
  capital                         -     (381,239)          -          -          381,239          -          -          -           - 
 Dividends 
  paid                7     (1,393)             -          -          -          (7,640)          -          -    (4,941)    (13,974) 
 Issue of 
  ordinary 
  shares             14           -           724     79,276          -                -          -          -          -      80,000 
 Expenses of 
  issue                           -             -    (1,824)          -                -          -          -          -     (1,824) 
----------------  -----  ----------  ------------  ---------  ---------  ---------------  ---------  ---------  ---------  ---------- 
 As at 31 
  December 
  2019                            -         4,575     77,452     47,751          312,050      (690)     41,775     10,954     493,867 
----------------  -----  ----------  ------------  ---------  ---------  ---------------  ---------  ---------  ---------  ---------- 
 

Condensed Consolidated Cash Flow Statement

For the six months ended 31 December 2020

 
                                                        Six months     Six months 
                                                             ended          ended 
                                                       31 December    31 December 
                                                              2020           2019 
                                                       (unaudited)    (unaudited) 
                                              Notes        GBP'000        GBP'000 
------------------------------------------  -------  -------------  ------------- 
 Cash flows from operating activities 
 Profit before tax                                          15,808         16,556 
 Adjustments for: 
 Interest receivable                                          (18)           (62) 
 Interest payable                                            3,302          2,090 
 Revaluation losses/(gains) on properties 
  held for sale                                                 92        (1,505) 
 Revaluation gains on investment 
  properties and movements in lease 
  incentives, net of acquisition costs 
  written off                                              (4,861)        (4,471) 
 Increase in trade and other receivables                     (348)       (16,314) 
 Increase in trade and other payables                          498          2,133 
-------------------------------------------  ------  -------------  ------------- 
                                                            14,473        (1,573) 
-------------------------------------------  ------  -------------  ------------- 
 Interest paid                                             (2,158)        (1,524) 
 Interest received                                              18             62 
 Tax paid                                                        -           (73) 
-------------------------------------------  ------  -------------  ------------- 
                                                           (2,140)        (1,535) 
-------------------------------------------  ------  -------------  ------------- 
 Net cash inflow/(outflow) from operating 
  activities                                                12,333        (3,108) 
-------------------------------------------  ------  -------------  ------------- 
 
   Cash flows from investing activities 
 Disposal of investment properties                               -         14,402 
 Disposal of properties held for 
  sale                                            9            388              - 
 Purchase of investment properties 
  and properties held for sale, including 
  acquisition costs                                       (24,013)       (97,700) 
 Net cash outflow from investing 
  activities                                              (23,625)       (83,298) 
-------------------------------------------  ------  -------------  ------------- 
 
   Cash flows from financing activities 
 Issue of ordinary share capital                 14              -         80,000 
 Expenses of issue paid                                          -        (1,824) 
 Bank loans drawn down                           12        112,000         87,000 
 Costs of arranging bank loan facilities                   (1,449)          (117) 
 Bank loans repaid                             12        (102,000)       (60,000) 
 Dividends paid                                           (15,375)       (13,837) 
-------------------------------------------  ------  -------------  ------------- 
 Net cash (outflow)/inflow from financing 
  activities                                               (6,824)         91,222 
-------------------------------------------  ------  -------------  ------------- 
 
   Net (decrease)/increase in cash 
   and cash equivalents                                   (18,116)          4,816 
 Opening cash and cash equivalents                          36,440         26,946 
-------------------------------------------  ------  -------------  ------------- 
 Closing cash and cash equivalents                          18,324         31,762 
-------------------------------------------  ------  -------------  ------------- 
 
 
 
 
 Transactions which do not require the 
  use of cash 
 Movement in fixed or guaranteed rent 
  reviews and lease incentives            5,311   4,255 
---------------------------------------  ------  ------ 
 

Notes to the Condensed Consolidated Financial Statements

   1.   Basis of Preparation 

The condensed consolidated financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' and the accounting policies set out in the statutory financial statements of the Group for the year ended 30 June 2020.

The condensed 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 30 June 2020, which were prepared under full IFRS requirements.

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. Given the potentially significant impact of COVID-19 on the economic conditions in which the Group is operating, the Directors have placed a particular focus on the appropriateness of adopting the going concern basis in preparing the financial statements for the period ended 31 December 2020.

The Group's going concern assessment particularly considered that:

-- The value of the Group's portfolio of assets significantly exceeds the value of its liabilities, with the valuation yield applied to the portfolio having tightened marginally since the start of the pandemic;

-- The Group is contractually entitled to receive rental income which significantly exceeds its forecast expenses and loan interest; and

-- The Group remains within its loan covenants, with its finance facilities having been extended and increased during the period, resulting in a weighted average term to maturity of 5.3 years at 31 December 2020 and an earliest repayment date of November 2023.

The Group has a significant balance of cash and undrawn debt available and the Group's current policy is to prudently retain a proportion of this to ensure it can continue to pay the Group's expenses and loan interest in the unlikely scenario that the level of rental income received deteriorates significantly. The proportion retained will be kept under review dependent on portfolio performance and market conditions.

Based on these considerations, the Directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future and at least the next twelve months from the date of issuance of this report. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

   2.   Investment Management Fee 
 
                          For the six month   For the six month 
                               period ended        period ended 
                           31 December 2020    31 December 2019 
                                    GBP'000             GBP'000 
-----------------------  ------------------  ------------------ 
 Investment management 
  fee                                 2,821               2,525 
-----------------------  ------------------  ------------------ 
 

The Group's Investment Manager and Alternative Investment Fund Manager ('AIFM') is Target Fund Managers Limited. The Investment Manager is entitled to an annual management fee on a tiered basis based on the net assets of the Group as set out below. Where applicable, VAT is payable in addition.

 
 Net assets of the Group                          Management fee percentage 
 Up to and including GBP500 million                                    1.05 
 Above GBP500 million and up to and including 
  GBP750 million                                                       0.95 
 Above GBP750 million and up to and including 
  GBP1 billion                                                         0.85 
 Above GBP1 billion and up to and including 
  GBP1.5 billion                                                       0.75 
 Above GBP1.5 billion                                                  0.65 
-----------------------------------------------  -------------------------- 
 
   2.   Investment Management Fee (continued) 

The Investment Management Agreement can be terminated by either party on 24 months' written notice, provided that the earliest that notice could be served is 30 April 2021. Should the Company terminate the Investment Management Agreement earlier then compensation in lieu of notice will be payable to the Investment Manager. The Investment Management Agreement may be terminated immediately without compensation if: the Investment Manager is in material breach of the agreement; guilty of negligence, wilful default or fraud; is the subject of insolvency proceedings; or there occurs a change of Key Managers to which the Board has not given its prior consent.

   3.   Other expenses 
 
                                          For the six     For the six 
                                         month period    month period 
                                                ended           ended 
                                          31 December     31 December 
                                                 2020            2019 
                                              GBP'000         GBP'000 
-------------------------------------  --------------  -------------- 
 Credit loss allowance and bad debts 
  written off                                   1,940             520 
 Valuation and other professional 
  fees                                            853             516 
 Secretarial and administration fees               88              86 
 Directors' fees                                   91              80 
 Capital costs relating to Group 
  reconstruction                                    -              47 
 Other                                            198             284 
-------------------------------------  --------------  -------------- 
 Total                                          3,170           1,533 
-------------------------------------  --------------  -------------- 
 
   4.   Interest payable and similar charges 
 
                                  For the six     For the six 
                                 month period    month period 
                                        ended           ended 
                                  31 December     31 December 
                                         2020            2019 
                                      GBP'000         GBP'000 
-----------------------------  --------------  -------------- 
 Interest paid on bank loans            2,056           1,689 
 Amortisation of loan costs               333             401 
 Cost of early redemption                 913               - 
 Total                                  3,302           2,090 
-----------------------------  --------------  -------------- 
 

During the period ended 31 December 2020, the Group amended its existing GBP50.0 million term loan and revolving credit facility with RBS and closed out the interest rate swaps used to hedge the previous facility. The Group also amended its existing GBP80.0 million revolving credit facility with HSBC. The costs of early redemption, including the release of the unamortised loan costs remaining at the time of restatement of both the RBS and HSBC loans and the crystallisation of a loss of GBP180,000 on the early termination of the interest rate swaps that had previously been recognised through other comprehensive income, totalled GBP913,000 and have been charged to capital. Further detail on the amended and restated loans is provided in note 12.

   5.   Taxation 

The Directors intend to conduct the Group's affairs such that management and control is exercised in the United Kingdom and so that the Group carries on any trade in the United Kingdom.

The Group has entered the REIT regime for the purposes of UK taxation. Subject to continuing relevant UK-REIT criteria being met, the profits from the Group's property rental business, arising from both income and capital gains, are exempt from corporation tax.

   6.   Earnings per share and Net Asset Value per share 

Earnings per share

 
                                   For the six month         For the six month 
                                        period ended              period ended 
                                    31 December 2020          31 December 2019 
                                           Pence per                 Pence per 
                               GBP'000         share     GBP'000         share 
--------------------------  ----------  ------------  ----------  ------------ 
 Revenue earnings               11,964          2.62      10,947          2.58 
 Capital earnings                3,856          0.84       5,612          1.33 
 Total earnings                 15,820          3.46      16,559          3.91 
--------------------------  ----------  ------------  ----------  ------------ 
 
 Average number of shares 
  in issue                               457,487,640               423,255,886 
--------------------------  ----------  ------------  ----------  ------------ 
 

The European Public Real Estate Association ('EPRA') is an industry body which issues best practice reporting guidelines for property companies and the Group reports an EPRA NAV quarterly. EPRA has issued best practice recommendations for the calculation of certain figures which are included below.

The EPRA earnings are arrived at by adjusting for the revaluation movements on investment properties and other items of a capital nature and represents the revenue earned by the Group.

The Group's specific adjusted EPRA earnings adjusts the EPRA earnings for rental income arising from recognising guaranteed rental review uplifts and for development interest received from developers in relation to monies advanced under forward fund agreements which, in the Group's IFRS financial statements, is required to be offset against the book cost of the property under development. The Board believes that that Group's specific adjusted EPRA earnings represents the underlying performance measure appropriate for the Group's business model as it illustrates the underlying revenue stream and costs generated by the Group's property portfolio. The reconciliations are provided in the table below:

 
                                                For the six     For the six 
                                               month period    month period 
                                                      ended           ended 
                                                31 December     31 December 
                                                       2020            2019 
                                                    GBP'000         GBP'000 
-------------------------------------------  --------------  -------------- 
 Earnings per IFRS Consolidated Statement 
  of Comprehensive Income                            15,820          16,559 
 Adjusted for gains on investment 
  properties                                          (307)           (299) 
 Adjusted for losses/(gains) on properties 
  held for sale                                          92         (1,505) 
 Adjusted for cost of debt refinancing 
  and other capital items                               913              47 
 EPRA earnings                                       16,518          14,802 
 Adjusted for rental income arising 
  from recognising guaranteed rent 
  review uplifts                                    (4,554)         (3,855) 
 Adjusted for development interest 
  under forward fund agreements                         212             577 
 Group specific adjusted EPRA earnings               12,176          11,524 
 
 Earnings per share ('EPS') pence 
  per share 
 EPS per IFRS Consolidated Statement 
  of Comprehensive Income                              3.46            3.91 
 EPRA EPS                                              3.61            3.50 
 Group specific adjusted EPRA EPS                      2.66            2.72 
-------------------------------------------  --------------  -------------- 
 

Earnings for the period ended 31 December 2020 should not be taken as a guide to the results for the year to 30 June 2021.

Net Asset Value per share

The Group's net asset value per ordinary share of 108.1 pence (30 June 2020: 108.0 pence) is based on equity shareholders' funds of GBP494,646,000 (30 June 2020: GBP494,113,000) and on 457,487,640 (30 June 2020: 457,487,640) ordinary shares, being the number of shares in issue at the period end.

The EPRA Net Asset Value ('EPRA NAV') per share is arrived at by adjusting the net asset value ('NAV') calculated under International Financial Reporting Standards ('IFRS'). The EPRA NAV provides a measure of the fair value of a company on a long-term basis. The only adjustment required to the NAV is that the EPRA NAV excludes the fair value of the Group's interest rate swaps which was recognised as a liability of GBP188,000 under IFRS as at 31 December 2020 (30 June 2020: liability of GBP227,000). EPRA believes that, under normal circumstances, the financial derivatives which property investment companies use to provide an economic hedge are held until maturity and so the theoretical gain or loss at the balance sheet date will not crystallise.

 
 
                                                   As at       As at 
                                             31 December     30 June 
                                                    2020        2020 
                                         Pence per share   Pence per 
                                                               share 
--------------------------------------  ----------------  ---------- 
 NAV per financial statements (pence 
  per share)                                       108.1       108.0 
 Valuation of interest rate swaps                    0.1         0.1 
--------------------------------------  ----------------  ---------- 
 EPRA NAV (pence per share)                        108.2       108.1 
 Fair value adjustment for fixed-rate 
  loan facilities and interest rate 
  swaps                                            (0.6)       (0.4) 
--------------------------------------  ----------------  ---------- 
 EPRA NNNAV (pence per share)                      107.6       107.7 
--------------------------------------  ----------------  ---------- 
 

EPRA guidance also recognises an EPRA NNNAV (Triple Net Asset Value), the objective of which is to report net asset value including fair value adjustments in respect of all material balance sheet items which are not reported at their fair value as part of the EPRA NAV. At 31 December 2020, the Group held all its material balance sheet items at fair value, or at a value considered to be a close approximation to fair value, in its financial statements apart from its fixed-rate debt facility where the fair value of the liability is estimated to be GBP2,579,000 higher than the nominal value at 31 December 2020 (30 June 2020: GBP1,511,000).

   7.   Dividends 

Dividends paid as distributions to equity shareholders during the period.

 
                                        For the six       For the six 
                                        month period      month period 
                                           ended             ended 
                                        31 December       31 December 
                                            2020              2019 
                                      Pence   GBP'000   Pence   GBP'000 
-----------------------------------  ------  --------  ------  -------- 
 Fourth interim dividend for prior 
  year                                 1.67     7,640    1.64     6,334 
 First interim dividend                1.68     7,686    1.67     7,640 
 Total                                 3.35    15,326    3.31    13,974 
-----------------------------------  ------  --------  ------  -------- 
 

A second interim dividend for the year to 30 June 2021, of 1.68 pence per share, was paid on 26 February 2021 to shareholders on the register on 12 February 2021.

   8.   Investment properties 
 
                                                         As at 
                                                   31 December 
                                                          2020 
 Freehold and Leasehold Properties                     GBP'000 
----------------------------------------------   ------------- 
 Opening market value                                  610,084 
 Opening fixed or guaranteed rent reviews 
  and lease incentives                                (39,998) 
-----------------------------------------------  ------------- 
 Opening carrying value                                570,086 
-----------------------------------------------  ------------- 
 
 Purchases                                              23,718 
 Acquisition costs capitalised                             979 
 Acquisition costs written off                           (979) 
 Revaluation movement - gains                            9,741 
 Revaluation movement - losses                         (3,144) 
-----------------------------------------------  ------------- 
 Movement in market value                               30,315 
 Movement in fixed or guaranteed rent reviews 
  and lease incentives                                 (5,311) 
-----------------------------------------------  ------------- 
 Movement in carrying value                             25,004 
 
 Closing market value                                  640,399 
 Closing fixed or guaranteed rent reviews 
  and lease incentives                                (45,309) 
-----------------------------------------------  ------------- 
 Closing carrying value                                595,090 
 
 

The investment properties can be analysed as follows:

 
                                                      As at      As at 
                                                31 December    30 June 
                                                       2020       2020 
                                                    GBP'000    GBP'000 
--------------------------------------------  -------------  --------- 
 Standing assets                                    629,939    597,484 
 Developments under forward fund agreements          10,460     12,600 
--------------------------------------------  -------------  --------- 
 Closing market value                               640,399    610,084 
--------------------------------------------  -------------  --------- 
 
 
 Changes in the valuation of investment             For the six     For the six 
  properties                                       month period    month period 
                                                       ended 31        ended 31 
                                                       December        December 
                                                           2020            2019 
                                                        GBP'000         GBP'000 
-----------------------------------------------  --------------  -------------- 
 Loss on sale of investment properties                        -           (948) 
 Unrealised gains realised during the period                  -           1,590 
 Gains on sale of investment properties 
  realised                                                    -             642 
 Revaluation movement                                     6,597           7,614 
 Acquisition costs written off                            (979)         (3,386) 
 Movement in lease incentives                             (757)           (715) 
 Movement in fixed or guaranteed rent reviews           (4,554)         (3,856) 
-----------------------------------------------  --------------  -------------- 
 Gains on revaluation of investment properties              307             299 
-----------------------------------------------  --------------  -------------- 
 

The investment properties were valued at GBP640,399,000 (30 June 2020: GBP610,084,000) by Colliers International Healthcare Property Consultants Limited ('Colliers'), in their capacity as external valuers. The valuation was undertaken in accordance with the RICS Valuation - Professional Standards, incorporating the International Valuation Standards, ('the Red Book Global', 31 January 2020) issued by the Royal Institution of Chartered Surveyors ('RICS') on the basis of Market Value, supported by reference to market evidence of transaction prices for similar properties. Market Value represents the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.

   8.   Investment properties (continued) 

The fair value of the properties after adjusting for the movement in the fixed or guaranteed rent reviews and lease incentives was GBP595,090,000 (30 June 2020: GBP570,086,000). The adjustment consisted of GBP39,320,000 (30 June 2020: GBP34,766,000) relating to fixed or guaranteed rent reviews and GBP5,989,000 (30 June 2020: GBP5,232,000) of accrued income relating to the recognition of rental income over rent free periods subsequently amortised over the life of the lease, which are both separately recorded in the financial statements as non-current and current assets within 'trade and other receivables'.

The Group is required to classify fair value measurements of its investment properties using a fair value hierarchy, in accordance with IFRS 13 'Fair Value Measurement'. This hierarchy reflects the subjectivity of the inputs used, and has the following levels:

-- Level 1: unadjusted quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;

-- Level 2: observable inputs other than quoted prices included within level 1;

-- Level 3: use of inputs that are not based on observable market data.

The Group's investment properties are valued by Colliers on a quarterly basis. The valuation methodology used is the yield model, which is a consistent basis for the valuation of investment properties within the healthcare industry. This model has regard to the current investment market and evidence of investor interest in properties with income streams secured on healthcare businesses. On an asset-specific basis, the valuer makes an assessment of: the quality of the asset; recent and current performance of the asset; and the financial position and performance of the tenant operator. This asset specific information is used alongside a review of comparable transactions in the market and an investment yield is applied to the asset which, along with the contracted rental level, is used to derive a market value.

In determining what level of the fair value hierarchy to classify the Group's investments within, the Directors have considered the content and conclusion of the position paper on IFRS 13 prepared by the European Public Real Estate Association ('EPRA'), the representative body of the publicly listed real estate industry in Europe. This paper concludes that, even in the most transparent and liquid markets, it is likely that valuers of investment property will use one or more significant unobservable inputs or make at least one significant adjustment to an observable input, resulting in the vast majority of investment properties being classified as level 3.

Observable market data is considered to be that which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. In arriving at the valuation Colliers make adjustments to observable data of similar properties and transactions to determine the fair value of a property and this involves the use of considerable judgement.

Considering the Group's specific valuation process, industry guidance, and the level of judgement required in the valuation process, the Directors believe it appropriate to classify the Group's investment properties within level 3 of the fair value hierarchy.

The Group's investment properties, which are all care homes, are considered to be a single class of assets. The weighted average net initial yield ('NIY') on these assets, as measured by the EPRA topped-up net initial yield, is 6.0%. The yield on the majority of the individual assets ranges from 5.0 per cent to 8.0 per cent. There have been no changes to the valuation technique used through the period, nor have there been any transfers between levels.

The key unobservable inputs made in determining the fair values are:

-- Contracted rental level: The rent payable under the lease agreement at the date of valuation or, where applicable, on expiry of the rent free period; and

-- Yield: The yield is defined as the initial net income from a property at the date of valuation, expressed as a percentage of the gross purchase price including the costs of purchase.

   8.   Investment properties (continued) 

The ERV and Yield are not directly correlated although they may be influenced by similar factors. Rent is set at a long-term, supportable level and is likely to be influenced by property-specific matters. The yield also reflects market sentiment and the strength of the covenant provided by the tenant, with a stronger covenant attracting a lower yield.

The lease agreements on the properties held within the Group's property portfolio generally allow for annual increases in the contracted rental level in line with inflation, within a cap and a collar. An increase of 1.0 per cent in the contracted rental level will increase the fair value of the portfolio, and consequently the Group's reported income from unrealised gains on investments, by GBP6.4 million (30 June 2020: GBP6.1 million); an equal and opposite movement would have decreased net assets and decreased the Group's income by the same amount.

A decrease of 0.25 per cent in the net initial yield applied to the property portfolio, including properties held for sale, will increase the fair value of the portfolio by GBP27.9 million (30 June 2020: GBP26.3 million), and consequently increase the Group's reported income from unrealised gains on investments. An increase of 0.25 per cent in the net initial yield will decrease the fair value of the portfolio by GBP25.7 million (30 June 2020: GBP24.3 million) and reduce the Group's income.

   9.   Properties held for sale 
 
                                                       As at 
                                                 31 December 
                                                        2020 
                                                     GBP'000 
--------------------------------------------   ------------- 
 Opening fair value                                    7,500 
 Purchases                                               300 
 Disposals - proceeds                                  (388) 
                 - gain on sale                           34 
 Unrealised gain realised during the period            (126) 
---------------------------------------------  ------------- 
 Closing fair value                                    7,320 
---------------------------------------------  ------------- 
 

The properties held for sale were valued at GBP7,320,000 (30 June 2020: GBP7,500,000) by Colliers International Healthcare Property Consultants Limited ('Colliers'). The properties held for sale consist of two blocks of apartments adjacent to an existing property holding which were acquired to consolidate ownership of the overall retirement village. The intention is to sell the leasehold on the individual apartments.

10. Trade and other receivables

 
                                                      As at      As at 
                                                31 December    30 June 
                                                       2020       2020 
 Non-current trade and other receivables            GBP'000    GBP'000 
--------------------------------------------  -------------  --------- 
 Fixed rent reviews                                  39,320     34,766 
 Rental deposits held in escrow for tenants           6,821      6,183 
 Lease incentives                                     5,827      5,095 
--------------------------------------------  -------------  --------- 
 Total                                               51,968     46,044 
--------------------------------------------  -------------  --------- 
 
 
                                                      As at      As at 
                                                31 December    30 June 
                                                       2020       2020 
 Current trade and other receivables                GBP'000    GBP'000 
--------------------------------------------  -------------  --------- 
 Lease incentives                                       162        137 
 VAT recoverable                                        505        184 
 Accrued income - rent receivable                     1,044      1,520 
 Accrued development interest under forward 
  fund agreements                                       304        996 
 Other debtors and prepayments                          612        865 
--------------------------------------------  -------------  --------- 
 Total                                                2,627      3,702 
--------------------------------------------  -------------  --------- 
 

11. Investment in subsidiary undertakings

The Group included 48 subsidiary companies as at 31 December 2020. All subsidiary companies were wholly owned, either directly or indirectly, by the Company and, from the date of acquisition onwards, the principal activity of each company within the Group was to act as an investment and property company. Other than one subsidiary incorporated in Jersey, two subsidiaries which are incorporated in Gibraltar and two subsidiaries which are incorporated in Luxembourg, all subsidiaries are incorporated within the United Kingdom.

During the period, the Group incorporated two new property holding companies; THR Number 37 Limited and THR Number 38 Limited, which are each incorporated in England & Wales.

12. Bank Loans

 
                                         As at      As at 
                                   31 December    30 June 
                                          2020       2020 
                                       GBP'000    GBP'000 
-------------------------------  -------------  --------- 
 Principal amounts outstanding         162,000    152,000 
 Set-up costs                          (2,455)    (3,732) 
 Amortisation of set-up costs              138      1,867 
-------------------------------  -------------  --------- 
 Total                                 159,683    150,135 
-------------------------------  -------------  --------- 
 

On 5 November 2020, the Group entered into an amended and restated GBP70.0 million committed term loan and revolving credit facility with the Royal Bank of Scotland plc ('RBS') which is repayable in November 2025. Interest accrues on the bank loan at a variable rate, based on SONIA plus margin and mandatory lending costs, and is payable quarterly. The margin is 2.18 per cent per annum on GBP50.0m of the facility and 2.33 per cent per annum on the remaining GBP20.0m revolving credit facility, both for the duration of the loan. A non-utilisation fee of 1.13 per cent per annum is payable on any undrawn element of the facility. As at 31 December 2020, the Group had drawn GBP50.0 million under this facility (30 June 2020: GBP50.0 million).

On 5 November 2020, the Group entered into an amended and restated GBP100.0 million revolving credit facility with HSBC Bank plc ('HSBC') which is repayable in November 2023, with the option of two one-year extensions thereafter subject to the consent of HSBC. Interest accrues on the bank loan at a variable rate, based on SONIA plus margin and mandatory lending costs, and is payable quarterly. The margin is 2.17 per cent per annum for the duration of the loan and a non-utilisation fee of 0.92 per cent per annum is payable on any undrawn element of the facility. As at 31 December 2020, the Group had drawn GBP62.0 million under this facility (30 June 2020: GBP52.0 million).

The Group has a GBP50.0 million committed term loan facility with ReAssure which is repayable on 12 January 2032. Interest accrues on the loan at an aggregate fixed rate of interest of 3.28 per cent per annum and is payable quarterly. As at 31 December 2020, the Group had drawn GBP50.0 million under this facility (30 June 2020: GBP50.0 million).

The following interest rate swaps were in place during the period ended 31 December 2020:

 
 Notional     Starting       Ending Date   Interest   Interest received   Counterparty 
  Value        Date                         paid 
                             1 September 
 21,000,000   24 June 2019    2021*        0.70%      3-month LIBOR           RBS 
                             1 September 
 9,000,000    7 April 2017    2021*        0.86%      3-month LIBOR           RBS 
                                                      Daily compounded 
                                                       SONIA (floor 
              5 November     5 November                at 
 30,000,000    2020           2025         0.30%       -0.08%)                RBS 
             -------------  ------------  ---------  ------------------  ------------- 
 

* These interest rate swaps were closed out in November 2020 at the time of amendment of the related loan. The cost of such early redemption was recognised in capital as described in note 4.

12. Bank Loans (continued)

At 31 December 2020, inclusive of all interest rate swaps, the interest rate on GBP80.0 million of the Group's borrowings had been fixed, including the amortisation of arrangement costs, at an all-in rate of 3.19 per cent per annum until at least November 2025. The remaining GBP140.0 million of debt, of which GBP82.0 million was drawn at 31 December 2020, would, if fully drawn, carry interest at a variable rate equal to daily compounded SONIA plus a weighted average lending margin, inclusive of the amortisation of arrangement costs, of 2.44 per cent per annum.

The fair value of the interest rate swap at 31 December 2020 was a liability of GBP188,000 (30 June 2020: an aggregate liability of GBP227,000) and all interest rate swaps are categorised as level 2 in the fair value hierarchy (see note 8).

At 31 December 2020, the nominal value of the Group's loans equated to GBP162,000,000 (30 June 2020: GBP152,000,000). Excluding the interest rate swap referred to above, the fair value of these loans, based on a discounted cashflow using the market rate on the relevant treasury plus an estimated margin based on market conditions at 31 December 2020, totalled, in aggregate, GBP164,579,000 (30 June 2020: GBP153,511,000). The payment required to redeem the loans in full, incorporating the terms of the Spens clause in relation to the ReAssure facility, would have been GBP175,315,000 (30 June 2020: GBP165,974,000). The loans are categorised as level 3 in the fair value hierarchy.

The RBS loan is secured by way of a fixed and floating charge over the majority of the assets of the THR Number One plc Group ('THR1 Group') which consists of THR1 and its two subsidiaries. The ReAssure loan is secured by way of a fixed and floating charge over the majority of the assets of the THR Number 12 plc Group ('THR12 Group') which consists of THR12 and its four subsidiaries. The HSBC loan is secured by way of a fixed and floating charge over the majority of the assets of the THR Number 15 plc Group ('THR15 Group') which consists of THR15 and its 18 subsidiaries (excluding those subsidiaries which are currently dormant). In aggregate, the Group has granted a fixed charge over properties with a market value of GBP503 million as at 31 December 2020 (30 June 2020: GBP496 million).

Under the bank covenants related to the loans, the Group is to ensure that:

- the loan to value percentage for THR1 Group and THR15 Group does not exceed 50 per cent;

- the loan to value percentage for THR12 Group does not exceed 60 per cent; and

- the interest cover for each of THR 1 Group, THR 12 Group and THR 15 Group is greater than c.300 per cent on any calculation date.

All bank loan covenants have been complied with during the period.

13. Trade and other payables

 
                                                As at      As at 
                                          31 December    30 June 
                                                 2020       2020 
 Non-current trade and other payables         GBP'000    GBP'000 
--------------------------------------  -------------  --------- 
 Rental deposits                                6,821      6,183 
 Total                                          6,821      6,183 
--------------------------------------  -------------  --------- 
 
 
                                                      As at      As at 
                                                31 December    30 June 
                                                       2020       2020 
 Current trade and other payables                   GBP'000    GBP'000 
--------------------------------------------  -------------  --------- 
 Rental income received in advance                    6,281      5,835 
 Property acquisition and development costs 
  accrued                                             3,722      3,430 
 Investment Manager's fees payable                    1,401      1,364 
 Interest payable                                       858        779 
 Other payables                                       1,729      1,706 
--------------------------------------------  -------------  --------- 
 Total                                               13,991     13,114 
--------------------------------------------  -------------  --------- 
 

The Group's payment policy is to ensure settlement of supplier invoices in accordance with stated terms.

14. Share Capital

 
 Allotted, called-up and fully paid    Number of shares   GBP'000 
  ordinary shares 
------------------------------------  -----------------  -------- 
 Balance as at 30 June 2020 and 31 
  December 2020                             457,487,640     4,575 
------------------------------------  -----------------  -------- 
 

During the period to 31 December 2020, the Company did not issue any ordinary shares (period to 31 December 2019: 72,398,191 ordinary shares raising gross proceeds of GBP80,000,000). The Company did not buyback or resell any ordinary shares (period to 31 December 2019: nil).

At 31 December 2020, the Company did not hold any shares in treasury (30 June 2020: nil).

15. Commitments

The Group had capital commitments as follows:

 
                                                               As at      As at 
                                                         31 December    30 June 
                                                                2020       2020 
                                                             GBP'000    GBP'000 
-----------------------------------------------------  -------------  --------- 
 Amounts due to complete standing asset acquisitions          19,600          - 
 Amounts due to complete forward fund developments            17,811      5,394 
 Other capital expenditure commitments                           530        530 
-----------------------------------------------------  -------------  --------- 
 Total                                                        37,941      5,924 
-----------------------------------------------------  -------------  --------- 
 

16. Contingent Assets and Liabilities

As at 31 December 2020, eleven properties (30 June 2020: ten properties) within the Group's investment property portfolio contained deferred consideration clauses meaning that, subject to contracted performance conditions being met, deferred payments totalling GBP19.03 million (30 June 2020: GBP18.03 million) may be payable by the Group to the vendors/tenants of these properties.

Having assessed each clause on an individual basis, the Company has determined that the deferred consideration clauses that are more likely than not to become payable in the future are not, in aggregate, material to the financial statements and therefore an amount of GBPnil has been recognised as a liability at 31 December 2020 (30 June 2020: GBPnil).

It is highlighted that the potential deferred consideration would, if paid, result in an increase in the rental income due from the tenant of the relevant property. As the net initial yield used to calculate the additional rental which would be payable is not significantly different from the investment yield used to arrive at the valuation of the properties, any deferred consideration paid would be expected to result in a commensurate increase in the value of the Group's investment property portfolio.

17. Related Party Transactions

The Directors are considered to be related parties to the Company. No Director has an interest in any transactions which are, or were, unusual in their nature or significant to the nature of the Company.

The Directors of the Company received fees for their services. Total fees for the period were GBP91,000 (six months ended 31 December 2019: GBP80,000) of which GBP12,000 (31 December 2019: GBP12,000) remained payable at the period end.

The Investment Manager received GBP2,821,000 (inclusive of estimated irrecoverable VAT) in management fees in relation to the six months ended 31 December 2020 (six months ended 31 December 2019: GBP2,525,000). Of this amount GBP1,401,000 remained payable at the period end (31 December 2019: GBP1,382,000).

18. Operating Segments

The Board has considered the requirements of IFRS 8 'Operating Segments'. The Board is of the view that the Group is engaged in a single segment of business, being property investment, and in one geographical area, the United Kingdom, and that therefore the Group has only a single operating segment. The Board of Directors, as a whole, has been identified as constituting the chief operating decision maker of the Group. The key measure of performance used by the Board is the EPRA NAV. The reconciliation between the NAV, as calculated under IFRS, and the EPRA NAV is detailed in note 6.

The view that the Group is engaged in a single segment of business is based on the following considerations:

-- One of the key financial indicators received and reviewed by the Board is the total return from the property portfolio taken as a whole;

-- There is no active allocation of resources to particular types or groups of properties in order to try to match the asset allocation of the benchmark; and

-- The management of the portfolio is ultimately delegated to a single property manager, Target.

19. Post Balance Sheet Events

Equity issuance and establishment of placing programme

At a General Meeting held on 1 March 2021, the Company's shareholders approved proposals in respect of the issue of up to 150 million Ordinary Shares on a non pre-emptive basis. Pursuant to an initial placing, offer for subscription and intermediaries offer, the Company subsequently issued 54,054,054 Ordinary Shares, raising gross proceeds of GBP60,000,000.

The Company retains authority to issue up to a further 95,945,946 Ordinary Shares over the period to 12 February 2022, as per the terms of the placing programme detailed in the prospectus dated 12 February 2021. The prospectus is available on the Company's website at www.targethealthcarereit.co.uk .

20. Interim Report Statement

These are not full statutory accounts in terms of Section 434 of the Companies Act 2006 and are unaudited. Statutory accounts for the Company for the year ended 30 June 2020, 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, for either the Company or Group, in respect of any period after 30 June 2020 have been reported on by the Company's auditor or delivered to the Registrar of Companies.

The Interim Report and Condensed Consolidated Financial Statements for the six months ended 31 December 2020 will be posted to shareholders and made available on the website: www.targethealthcarereit.co.uk . Copies may also be obtained from the Company Secretary, Target Fund Managers Limited, Laurel House, Laurelhill Business Park, Stirling FK7 9JQ.

D irectors' Statement of Principal Risks and Uncertainties

The risks, and the way in which they are managed, are described in more detail in the Strategic Report within the Annual Report and Financial Statements for the year to 30 June 2020. Other than as disclosed in the Chairman's Statement and Investment Manager's Report, the Group's principal risks and uncertainties have not changed materially since the date of the report and are not expected to change materially for the remainder of the Group's financial year.

Statement of Directors' Responsibilities in Respect of the Interim Report

We confirm that to the best of our knowledge:

-- the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' and gives a true and fair view of the assets, liabilities, financial position and profit of the Group;

-- the Chairman's Statement and Investment Manager's Report (together constituting the Interim Management Report) include a fair review of the information required by the Disclosure Guidance and Transparency Rules ('DTR') 4.2.7R, being an indication of important events that have occurred during the period and their impact on the financial statements;

-- the Statement of Principal Risks and Uncertainties referred to above is a fair review of the information required by DTR 4.2.7R; and

-- the condensed set of financial statements includes a fair review of the information required by DTR 4.2.8R, being related party transactions that have taken place in the period and that have materially affected the financial position or performance of the Group during the period.

On behalf of the Board

Malcolm Naish

Chairman

22 March 2021

Independent Review Report to Target Healthcare REIT plc

Introduction

We have been engaged to review the condensed consolidated set of financial statements in the Interim Report and Financial Statements for the six months ended 31 December 2020 which comprises the Condensed Consolidated Statement of Comprehensive Income, Condensed Consolidated Statement of Financial Position, Condensed Consolidated Statement of Changes in Equity, Condensed Consolidated Cash Flow Statement and the related explanatory notes to the Condensed Consolidated Financial Statements. We have read the other information contained in the Interim Report and Financial Statements and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated set of financial statements.

This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Target Healthcare REIT plc, for our work, for this report, or for the conclusions we have formed.

Directors' Responsibilities

The Interim Report and Financial Statements are the responsibility of, and have been approved by, the Directors. The Directors are responsible for preparing the Interim Report and Financial Statements in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 1, the annual consolidated financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed consolidated set of financial statements included in this Interim Report and Financial Statements has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

Our Responsibility

Our responsibility is to express a conclusion on the condensed consolidated set of financial statements in the Interim Report and Financial Statements based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated set of financial statements in the Interim Report and Financial Statements for the six months ended 31 December 2020 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Ernst & Young LLP

Edinburgh

22 March 2021

Glossary of Terms and Definitions

 
 Contractual          The annual rental income receivable on a property 
  Rent                 as at the balance sheet date, adjusted for the inclusion 
                       of rent currently subject to a rent free period. 
 Discount/            The amount by which the market price per share of 
  Premium              a Closed-end Investment Company is lower or higher 
                       than the net asset value per share. The discount 
                       or premium is expressed as a percentage of the net 
                       asset value per share. 
 Dividend Cover       The absolute value of Group specific adjusted EPRA 
                       Earnings divided by the absolute value of dividends 
                       relating to the period of calculation. 
 Dividend Yield       The annual Dividend expressed as a percentage of 
                       the share price at the date of calculation. 
 EPRA Cost            Reflects the relevant overhead and operating costs 
  Ratio                of the business. It is calculated by expressing 
                       the sum of property expenses (net of service charge 
                       recoveries and third-party asset management fees) 
                       and administration expenses (excluding exceptional 
                       items) as a percentage of gross rental income. 
 EPRA Group           The EPRA Cost Ratio adjusted for items thought appropriate 
  specific adjusted    for the Group's specific business model. The adjustments 
  Cost Ratio           made are consistent with those made to the Group 
                       specific adjusted EPRA earnings as detailed in note 
                       6. 
 EPRA Earnings        Recurring earnings from core operational activities. 
  per Share            A key measure of a company's underlying operating 
                       results from its property rental business and an 
                       indication of the extent to which current dividend 
                       payments are supported by earnings. A reconciliation 
                       of the earnings per IFRS and the EPRA earnings, 
                       including any items specific to the Group, is contained 
                       in note 6. 
 EPRA NAV             Net Asset Value 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. A reconciliation of the NAV per IFRS and 
                       the EPRA NAV is contained in note 6. 
 EPRA Net Initial     Annualised rental income based on the cash rents 
  Yield                passing at the balance sheet date, less non-recoverable 
                       property operating expenses, divided by the market 
                       value of the property, increased with (estimated) 
                       purchasers' costs. EPRA's purpose is to provide 
                       a comparable measure around Europe for portfolio 
                       valuations. 
 EPRA Topped-up       Incorporates an adjustment to the EPRA Net Initial 
  Net Initial          Yield in respect of the expiration of rent-free 
  Yield                periods (or other unexpired lease incentives). 
 Loan-to-Value        A measure of the Group's Gearing level. Gross LTV 
  ('LTV')              is calculated as total gross debt as a proportion 
                       of gross property value. Net LTV is calculated as 
                       total gross debt less cash as a proportion of gross 
                       property value. 
 Mature Homes         Care homes which have been in continual operation 
                       for more than three years. 
 Portfolio            The annual rental income currently receivable on 
  or Passing           a property as at the balance sheet date, excluding 
  Rent                 rental income where a rent free period is in operation. 
                       The gross rent payable by a tenant at a point in 
                       time. 
 Rent Cover           A measure of a tenant's ability to meet its rental 
                       liability from the profit generated by their underlying 
                       operations. Generally calculated as the tenant's 
                       EBITDARM (earnings before interest, taxes, depreciation, 
                       amortisation, rent and management fees) divided 
                       by the contracted rent. 
 Total Return         The return to shareholders calculated on a per share 
                       basis by adding dividends paid in the period to 
                       the increase or decrease in the Share Price or NAV. 
                       The dividends are assumed to have been reinvested 
                       in the form of Ordinary Shares or Net Assets. 
 WAULT                Weighted average unexpired lease term. The average 
                       lease term remaining to expiry across the portfolio 
                       weighted by contracted rental income. 
 

Alternative Performance Measures

The Company uses Alternative Performance Measures ('APMs'). APMs do not have a standard meaning prescribed by GAAP and therefore may not be comparable to similar measures presented by other entities. The definitions of all APMs used by the Company are highlighted in the glossary above, with detailed calculations, including reconciliation to the IFRS figures where appropriate, being set out below.

Discount or Premium - the share price of an Investment Company is derived from buyers and sellers trading their shares on the stock market. This price is not identical to the NAV. If the share price is lower than the NAV per share, the shares are trading at a discount and, if the share price is higher than the NAV per share, are said to be at a premium. The figure is calculated at a point in time.

 
                                                     31 December   30 June 
                                                         2020        2020 
                                                        pence       pence 
-------------------------------------  -----------  ------------  -------- 
 EPRA Net Asset Value per share (see 
  note 6)                                  (a)          108.2       108.1 
 Share price                               (b)          114.0       110.0 
-------------------------------------  -----------  ------------  -------- 
 Premium                                = (b-a)/a       5.4%        1.8% 
-------------------------------------  -----------  ------------  -------- 
 

Dividend Cover - the percentage by which Group specific adjusted EPRA earnings for the period cover the dividend paid.

 
                                                          2020       2019 
                                                         GBP'000    GBP'000 
------------------------------------------  ---------  ---------  --------- 
 Group-specific EPRA earnings for the 
  period (see note 6)                          (a)       12,176     11,524 
 
   First interim dividend                                 7,686      7,640 
 Second interim dividend                                 7,686      7,640 
 Dividends paid in relation to the period      (b)       15,372     15,280 
 Dividend cover                              = (a/b)      79%        75% 
------------------------------------------  ---------  ---------  --------- 
 

EPRA Cost Ratio

The EPRA cost ratios are produced using EPRA methodology, which aims to provide a consistent base-line from which companies can provide additional information, and include all property expenses and management fees. The Group did not have any vacant properties during the periods and therefore separate measures excluding direct vacancy costs are not presented. Consistent with the Group specific adjusted EPRA earnings detailed in note 6 to the Condensed Consolidated Financial Statements, similar adjustments have been made to also present the adjusted Cost Ratio which is thought more appropriate for the Group's business model.

 
                                                          Period ended   Period ended 
                                                           31 December    31 December 
                                                              2020           2019 
                                                             GBP'000        GBP'000 
------------------------------------------  -----------  -------------  ------------- 
 Investment management fee                                   2,821          2,525 
 Credit loss allowance and bad debts 
  written off                                                1,940           520 
 Other expenses                                              1,230           966 
-------------------------------------------------------  -------------  ------------- 
 EPRA costs                                     (a)          5,991          4,011 
 Specific cost adjustments, if applicable                      -              - 
------------------------------------------  -----------  -------------  ------------- 
 Group specific adjusted EPRA costs             (b)          5,991          4,011 
------------------------------------------  -----------  -------------  ------------- 
 Gross rental income per IFRS                   (c)          24,868         20,838 
 Adjusted for rental income arising 
  from recognising guaranteed rent review 
  uplifts and lease incentives                               (4,554)        (3,855) 
 Adjusted for development interest 
  under forward fund arrangements                              212            577 
 Group specific adjusted gross rental 
  income                                        (d)          20,526         17,560 
 EPRA Cost Ratio (including direct 
  vacancy costs)                              = (a/c)        24.1%          19.2% 
 EPRA Group specific adjusted Cost 
  Ratio (including direct vacancy costs)       = (b/d)        29.2%          22.8% 
------------------------------------------  -----------  -------------  ------------- 
 

EPRA Net Initial Yield and EPRA Topped-up Net Initial Yield - EPRA Net Initial Yield is calculated as annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the market value of the property, increased with (estimated) purchasers' costs. The EPRA Topped-up Net Initial Yield incorporates an adjustment in respect of the expiration of rent-free periods (or other unexpired lease incentives).

 
                                                       31 December    30 June 
                                                           2020         2020 
                                                         GBP'000      GBP'000 
-----------------------------------------  ---------  ------------  ---------- 
 Annualised passing rental income based 
  on cash rents                               (a)        39,431       36,749 
 Notional rent expiration of rent-free 
  periods or other lease incentives                        1,213        2,264 
----------------------------------------------------  ------------  ---------- 
 Topped-up net annualised rent                (b)        40,644       39,013 
-----------------------------------------  ---------  ------------  ---------- 
 Standing assets including properties 
  held for sale (see notes 8 and 9)                       637,259      604,984 
 Allowance for estimated purchasers' 
  costs                                                  43,105       40,916 
----------------------------------------------------  ------------  ---------- 
 Grossed-up completed property portfolio 
  valuation                                   (c)        680,364      645,900 
-----------------------------------------  ---------  ------------  ---------- 
 EPRA Net Initial Yield                     = (a/c)       5.80%        5.69% 
 EPRA Topped-up Net Initial Yield           = (b/c)       5.97%        6.04% 
-----------------------------------------  ---------  ------------  ---------- 
 

Total Return - the return to shareholders calculated on a per share basis by adding dividends paid in the period to the increase or decrease in the Share Price or NAV. The dividends are assumed to have been reinvested in the form of Ordinary Shares or Net Assets.

 
                                                    2020                  2019 
-------------------------------  ---------  --------------------  -------------------- 
                                               EPRA      Share       EPRA      Share 
                                                NAV       price       NAV       price 
                                              (pence)    (pence)    (pence)    (pence) 
-------------------------------  ---------  ---------  ---------  ---------  --------- 
 Value at start of period           (a)       108.1      110.0      107.5      115.6 
 Value at end of period             (b)       108.2      114.0      108.1      116.0 
-------------------------------  ---------  ---------  ---------  ---------  --------- 
 Change in value during the 
  period (b-a)                      (c)        0.1        4.0        0.6        0.4 
 Dividends paid                     (d)        3.4        3.4        3.3        3.3 
 Additional impact of dividend 
  reinvestment                      (e)         -         0.1        0.1        0.1 
-------------------------------  ---------  ---------  ---------  ---------  --------- 
 Total gain in period (c+d+e)       (f)        3.5        7.5        4.0        3.8 
-------------------------------  ---------  ---------  ---------  ---------  --------- 
 Total return for the period      = (f/a)      3.3%       6.8%       3.8%       3.3% 
-------------------------------  ---------  ---------  ---------  ---------  --------- 
 

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March 23, 2021 03:00 ET (07:00 GMT)

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