HELICAL
PLC
("Helical" or the "Group" or the "Company")
Annual
Results for the Year to 31 March 2024
HELICAL
ANNOUNCES THE RESULTS OF A BUSINESS REVIEW AND A CHANGE IN
LEADERSHIP
Richard Cotton, Chairman,
commented:
"These results reflect a period of
economic volatility, with the higher interest rate backdrop
negatively impacting on investment yields and structural challenges
in the occupational market.
"Looking forward, with inflation
returning to normal levels at 2.3% and interest rates forecast to
decline, the investment market is expected to strengthen with
rental growth continuing for "best-in-class" office
space.
"We have today announced that
Gerald Kaye has informed the Board that will be handing over his
executive duties and stepping down from the Board at the AGM in
July, with Matthew Bonning-Snook succeeding him. I am pleased that
Gerald will continue in a consultancy role to deliver our next two
projects, at 100 New Bridge Street, EC4 and Brettenham House,
WC2.
"Matthew has an extensive track
record of delivering highly profitable schemes over nearly three
decades at Helical and he is the right choice to maximise the
opportunities at the Company. During the year he secured the joint
venture with Transport for London ("TfL")'s property company,
Places for London, and the three new schemes added to our pipeline,
with the potential for additional opportunities, will form the
cornerstone of our exciting development pipeline for the rest of
this decade.
"In recent months I have been
leading a comprehensive business review, the details of which can
be found in my Chairman's Statement below. In summary, we have an
exciting pipeline of committed developments, which due to the
quality of the schemes and anticipated supply shortages, are well
placed to attract premium rents and achieve strong returns. At the
same time, in order to optimise the value of our investment
properties, we need to complete our asset management plans,
principally through leasing up vacancy, and be ready to realise
value as and when liquidity returns to the investment
market.
"We are confident that we have a
coherent strategy in place to deliver Shareholder value. In the
meantime, there are very clear priorities for our experienced team
of investment and development professionals, centred on reducing
the portfolio vacancy in our completed buildings and maximising the
potential in our development pipeline, all at a lower operational
cost.
"The Board is therefore unanimous
in its view that, given current market conditions and outlook, the
potential returns on a three year view far exceed the likely
returns from alternative strategies to return capital to
Shareholders. To this end, it has signed off on a detailed three
year plan, also encompassing business cost reduction and management
incentives, which provides a clear blueprint for future
growth."
Operational Highlights
Good letting momentum with
progress at our "best-in-class" assets
· During the year we completed 13 new lettings, comprising
136,660 sq ft (our share: 86,237 sq ft), delivering contracted rent
of £11.7m per annum (our share: £7.1m), 1.1% above 31 March 2023
ERVs.
- At The JJ
Mack Building, EC1, we let 100,847 sq ft at a 1.8% premium to 31
March 2023 ERVs. Post year end, we let the ground floor office
space to J Sainsbury and have placed the fourth floor,
10th floor and remaining ground floor retail unit under
offer. On completion of these lettings 90% of the building will be
let at an average office rent of £95, with just one floor
remaining.
- At The Bower, EC1,
we forfeited the leases for six floors let to WeWork at The Tower,
taking back control of the space. Since then we have re-let one
floor back to them until June 2024 and have entered into a
management agreement for infinitSpace to provide serviced offices
on two floors. The remaining vacant fourth, fifth and sixth floors
are being refurbished to be let on a Cat A+ basis.
Sales
· Shortly before the year end, we exchanged on the £43.5m sale
of 25 Charterhouse Square, EC1, with completion of the sale in
April 2024.
· As announced a few days ago, we entered into a joint venture
arrangement for the redevelopment of 100 New Bridge Street, EC4,
selling a 50% interest in the site for £55m structured on a
preferred equity basis to a vehicle led by Orion Capital Managers.
Simultaneous to the joint venture being signed, the parties entered
into a development financing arrangement with NatWest and an
institutional lender, and a building contract with Mace to deliver
the scheme.
Portfolio Valuation
· Primarily driven by the impact of the higher interest rate
environment on market sentiment, there was an outward yield
adjustment of 95bps in the year to 31 March 2024, increasing the
true equivalent yield for the portfolio to 6.34% (31 March 2023:
5.39%) and reducing the investment portfolio valuation to £660.6m
(31 March 2023: £839.5m).
Development Pipeline
· With a joint venture partner secured, development finance in
place and a construction contract signed, the 194,000 sq ft
redevelopment of 100 New Bridge Street, EC4, our latest
"best-in-class" scheme, has commenced and is expected to be
completed by March 2026.
· Contracts were signed in July 2023, confirming Helical as
Places for London's commercial office joint venture partner. The
long-term partnership will see the delivery of new high quality and
sustainable space predominantly above or adjacent to key transport
hubs.
- 10 King William Street, EC4 (formerly Bank
OSD) - An eight-storey office development on an island site,
located above the recently opened Bank station entrance on Cannon
Street, delivering 140,000 sq ft of office and retail space. This
development is due to commence in Q4 2024 with completion due by
December 2026.
- Southwark Over Station Development, SE1
- Located over Southwark tube station, the site benefits from
planning for a 222,000 sq ft NIA office scheme. We are now having
detailed pre-application discussions with Southwark Borough Council
regarding an alternative purpose-built student accommodation
scheme. We aim to submit a planning application during Summer 2024,
commence on site in July 2025 and complete in Summer
2027.
- Paddington Over Station Development, W2
- Situated close to the Elizabeth Line station at Paddington, this
19-storey building will provide 235,000 sq ft of office space. The
site will be acquired by the joint venture in January 2026 and the
intention is to deliver the scheme in 2029.
· Terms have been agreed, and contracts will shortly be signed,
with the long leasehold owner of the existing building at
Brettenham House, WC2 for the wholesale refurbishment of the
120,000 sq ft office building with Helical acting as development
manager and contributing towards construction costs. This
transaction is an example of the "equity-light" model that we seek
to pursue in the future with ownership remaining with the long
leaseholder and our equity contribution limited. Work has already
commenced and we expect to deliver the completed scheme in Q1
2026.
Financial Highlights
Earnings and Dividends
· IFRS loss of £189.8m (2023: £64.5m).
· See-through Total Property Return1 of -£162.7m
(2023: -£51.4m):
-
Group's share1 of net rental income
decreased 23.8% to £25.5m (2023: £33.5m).
-
Net loss on sale and
revaluation of investment properties of -£188.6m (2023:
-£88.1m).
-
Development profits of £0.4m (2023:
£3.2m).
· Total Property Return, as measured by MSCI, of -20.3%,
compared to the MSCI Central London Offices Total Return Index of
-5.7%.
· IFRS basic loss per share of 154.6p (2023: 52.6p).
· EPRA earnings per share1 of 3.5p (2023:
9.4p).
· Final dividend proposed of 1.78p per share (2023:
8.70p).
· Total dividend for the year of 4.83p (2023:
11.75p).
Balance Sheet
· Net asset value down 34.1% to £401.1m (31 March 2023:
£608.7m).
· Total Accounting Return1 on IFRS net assets of
-31.7% (2023: -9.4%).
· Total Accounting Return1 on EPRA net tangible
assets of -31.4% (2023: -12.1%).
· EPRA net tangible asset value per share1 down
32.9% to 331p (31 March 2023: 493p).
· EPRA net disposal value per share1 down 33.3% to
327p (31 March 2023: 490p).
Financing
· See-through loan to value1 increased to 39.5% (31
March 2023: 27.5%) with a pro-forma LTV2, post year-end
sales, of 28.7%.
· See-through net borrowings1 of £261.6m (31 March
2023: £231.4m), pro-forma £163.8m.
· Average maturity of the Group's share1 of secured
debt of 2.1 years (31 March 2023: 2.9 years).
· Change in fair value of derivative financial instruments
charge of £5.6m (2023: credit of £12.8m).
· See-through average cost of secured facilities1
reduced to 2.9% (31 March 2023: 3.4%).
· Group's share1 of cash and undrawn bank facilities
of £115.5m (31 March 2023: £244.2m).
Portfolio Update
· IFRS investment property portfolio value of £472.5m (31 March
2023: £681.7m).
· 22.4% valuation decrease, on a like-for-like
basis1 (22.6% including sales and purchases), of our
see-through investment portfolio, valued at £660.6m (31 March 2023:
£839.5m).
· Contracted rents of £33.0m (31 March 2023: £39.0m), compared
to an ERV1 of £60.8m (31 March 2023: £60.4m). Following
the sale of 25 Charterhouse Steet, EC1, and 50% of 100 New Bridge
Street, EC4 post year end, the ERV falls to £48.1m.
· See-through portfolio WAULT1 of 6.6 years (31
March 2023: 5.0 years).
· Vacancy rate on completed assets decreased to 17.6% at 31
March 2024 (2023: 19.8%), primarily due to the lettings at The JJ
Mack Building, EC1.
Sustainability
Highlights
· The JJ Mack Building, EC1 received its final BREEAM
certificate achieving an Outstanding with a score of 96.4%, making
it the highest rated commercial building in the UK.
· Photovoltaic panels installed at The Bower, EC1 generating
over 37,000 kWhs of energy once fully commissioned, for the
exclusive use of our building.
· Retention of EPRA Sustainability BPR Gold rating and CDP B
rating with a GRESB 4 Green Star status.
Dividend and Annual General
Meeting Timetable
Announcement date
|
23 May 2024
|
Ex-dividend date
|
27 June 2024
|
Record date
|
28 June 2024
|
Last date for DRIP
election
|
12 July 2024
|
Annual General Meeting
|
17 July 2024
|
Dividend payment date
|
2 August 2024
|
A Dividend Reinvestment Plan
("DRIP") is provided by Equiniti Financial Services Limited. The
DRIP enables the Company's Shareholders to elect to have their cash
dividend payments used to purchase the Company's shares. More
information can be found at www.shareview.co.uk/info/drip.
For further information, please
contact:
Helical plc
|
020 7629 0113
|
Richard Cotton
(Chairman)
|
|
Gerald Kaye (Chief
Executive)
|
|
Tim Murphy (Chief Financial
Officer)
|
|
|
|
Address:
|
5 Hanover Square, London W1S
1HQ
|
Website:
|
www.helical.co.uk
|
Twitter:
|
@helicalplc
|
|
|
FTI Consulting
|
020 3727 1000
|
Dido Laurimore/Richard
Gotla/Andrew Davis
|
schelical@fticonsulting.com
|
Results Presentation
Helical will be holding a
presentation for analysts and investors starting at 10:30am on
Thursday 23 May 2024 at the offices of FTI Consulting, 200
Aldersgate, Aldersgate Street, London, EC1A 4HD. If you would like
to attend, please contact FTI Consulting on 020 3727 1000, or
email schelical@fticonsulting.com
The presentation will be on the
Company's website www.helical.co.uk
and a live webcast and Q&A will also be
available.
Webcast Link:
https://brrmedia.news/HLCL_FY_23/24
1. See Glossary for
definition of terms. The "see-through" performance measures are
designed to give additional information about the Group's share of
assets and liabilities, income and expenses in subsidiaries and
joint ventures (see Note 25). The financial statements have been
prepared in accordance with International Accounting Standards
("IAS") in conformity with the Companies Act 2006. In common with
usual practice in our sector, alternative performance measures have
also been provided to supplement IFRS, including measures which are
based on the recommendations of the European Public Real Estate
Association ("EPRA").
2. See Note 30.
Chairman's
Statement
The results announced today are
reflective of the cyclical and structural headwinds affecting the
real estate sector and, more particularly, London offices and which
have adversely impacted our financial and share performance. Our
portfolio of investment properties and development sites has been
disproportionately impacted by the significant outward yield
movement over the past 12 months, with vacancy negatively impacting
valuations.
On a more positive note, I am,
however, pleased to report that our strategy of focusing on
"best-in-class" buildings is bearing fruit, as evidenced by the
encouraging letting progress and record rents achieved at our
latest and most sustainable property, The JJ Mack Building, EC1.
This underpins our confidence in the prospects for our significant
development pipeline and our future profitability.
Over recent months I have led a
detailed and rigorous business review, where we have examined all
of the potential strategies to generate Shareholder value. We have
concluded that the nature of our business does not lend itself to
the strategy currently being adopted by some of our peers, namely
the return of capital to Shareholders funded through asset
disposals. There are some important factors underlying this
conclusion, particularly the complexities of our financing and
capital commitments given the scale of our central London pipeline
assets, compounded by the current market illiquidity for properties
of over £100m, which is even more pronounced for London
offices.
We have reached several important
conclusions:
· We have an exciting pipeline of committed developments, which
due to the quality and location of the schemes, are well placed to
attract premium rents and should achieve strong returns;
· Helical has a proven track record in delivering very high
quality schemes, across a variety of asset classes, often in
partnership. Going forwards, the intention is to increasingly adopt
an "equity-light" model to take advantage of market opportunities
with a disciplined approach to capital deployment;
· To optimise the value of our investment properties we need to
complete our asset management plans, principally through leasing up
vacancy, and be ready to realise value as and when liquidity
returns to the investment market;
· We need to adjust our dividend payout given recurring
earnings are insufficient to cover the historic level of dividend
and development profits are inherently lumpy;
· We plan to make a significant reduction in our fixed
overheads, and we have started to implement changes to reduce our
running overheads by 25% by the end of March 2025;
· The Board has signed off on a detailed three year plan and is
very clear that, given current markets, the potential returns on a
three year view far exceed the potential returns from an
alternative strategy to return capital to Shareholders in the short
term; and
· The Board recognises the talent and potential in the wider
Helical team and, to this end, we are consulting on the
introduction of a new three year management incentive plan that is
designed to strengthen the alignment of the executive and senior
management team with Shareholder
returns.
The trajectory of investment
yields is outside our control, but absent significant further
outward movement, we are confident that through the implementation
of the above strategy we can demonstrate value accretion. In due
course, the investment market should return to more normal
conditions. In the meantime, we have lots to be getting on with;
letting vacancy in our existing portfolio and maximising the
potential in our development pipeline, whilst maintaining a robust
financial position, all at a lower operational cost, are the team's
main priorities.
The Board is not complacent about
the scale of the challenge facing us and other small listed
property businesses, but we are very clear about the opportunity
for Helical in a dislocated market. We are proud to work with a
number of high quality partners, which is a strong endorsement of
the Helical brand and we will continue to nurture these
relationships.
Leadership
We have today announced that
Gerald Kaye has informed the Board that he will be handing over his
executive duties and stepping down from the Board at the AGM in
July. We are delighted that he has agreed to stay on in a
consultancy role with specific responsibility for our joint
ventures at 100 New Bridge Street, EC4 and our new West End scheme
at Brettenham House, WC2. I am very pleased to announce that Gerald
will be succeeded by Matthew Bonning-Snook as Chief
Executive.
On behalf of the Board I would
like to pay tribute to Gerald's outstanding contribution to Helical
during his long tenure as, first, Development Director and, most
recently, as Chief Executive. Since he succeeded Mike Slade in 2016
he has re-focused the business as a "best-in-class" developer in
central London. Over this period he has had to contend with strong
headwinds, from Brexit, Covid and latterly the sharp upward
adjustment in interest rates. Throughout he has remained calm and
focused, demonstrating a totally committed work ethic.
I am delighted that he has agreed
to continue in an external consultancy role, maintaining the strong
relationships with some of our key joint venture
partners.
With Matthew having secured the
joint venture with TfL, the cornerstone of our exciting development
pipeline, and with an extensive track record of delivering
profitable schemes over nearly three decades at Helical, he is the
right choice to maximise the opportunities at Helical. We are clear
about the challenges in front of us and I look forward to working
closely with Matthew and the wider Helical team to implement our
strategy.
Non-Executive Directors
On behalf of my fellow Helical
Directors, I want to thank Joe Lister who, after serving for almost
six years on the Board, is stepping down at the 2024 Annual General
Meeting ("AGM"), following his appointment as Chief Executive at
FTSE 100 company, The Unite Group plc. Joe has made a significant
contribution to our Board deliberations and we shall miss his wise
counsel.
I would also like to welcome our
two new Non-Executive Directors, Amanda Aldridge and Robert Fowlds.
Amanda has strong credentials in financial reporting and will
succeed Joe as Chair of the Audit and Risk Committee following the
2024 AGM. Robert strengthens the overall expertise of the Board
with his extensive financial knowledge and background in real
estate.
Richard Cotton
Chairman
22 May 2024
Chief Executive's
Statement
Overview
During the year to 31 March 2024,
we have seen a significant readjustment in the investment market as
valuation yields have increased to reflect movements in 10 year
gilts and five year swap rates, the pricing on which real estate
property yields are correlated.
At Helical, the portfolio has seen
an outward yield adjustment of 95bps since 31 March 2023, offset by
1.1% ERV growth, with both valuations and earnings impacted by
increased vacancy in the portfolio, particularly as the result of
our forfeiture of the leases to WeWork at The Bower, EC1. This
proactive step allowed us to regain control of the space, shortly
before the tenant went into Chapter 11 in the US, and refurbishment
work is well under way as we seek to re-let this high quality
space.
At the same time, we continue to
let space at our most recently completed new development, The JJ
Mack Building, EC1. Despite an increase in the time taken to
negotiate commercial terms and complete the legal processes, we
have made good progress in the year in letting the space and at
record rents for the Farringdon area, significantly in excess of
the initial appraisal rental levels and above March 2023 ERVs.
Today this "best-in-class" building is 71% let, increasing to 90%
on completing the letting of the space currently under
offer.
Tenant demand for the best newly
developed or refurbished buildings, at the forefront of
sustainability and with top quality amenities, continues to be
strong, with rising rental values evidenced by our own experience
and that of our peer group.
Against this backdrop, and since
the year end, Helical has recycled capital from its portfolio,
reduced year end leverage and cut its ongoing core administrative
costs, targeting a 25% reduction by the end of this financial year.
As a result, it is well placed to capitalise on any ongoing market
dislocation and the structural trends impacting the office
sector.
Our Pipeline
The Group seeks to grow the
business by realising surpluses from its recently developed
investment assets, and reinvesting that recycled equity into new
opportunities.
In the year to 31 March 2024, no
new development schemes were started with the last completed scheme
being The JJ Mack Building, EC1, which achieved practical
completion in September 2022. Instead, Helical's focus has been on
increasing its development pipeline of future schemes.
Being selected by TfL as their
joint venture partner for the Platinum Portfolio was a significant
milestone, providing three schemes to our pipeline with the
potential for additional opportunities to be added to the joint
venture in the future. This collaboration with TfL, rebranded as
Places for London, is an endorsement of the Helical brand and
recognises our track record of producing "best-in-class"
developments across central London over many years. Since contracts
were signed with Places for London, in July 2023, we have been
working to maximise the opportunities at each of the three initial
sites at 10 King William Street, EC4, previously referred to as the
Bank Over Station Development ("OSD"), Southwark OSD, SE1 and
Paddington OSD, W2. We are excited at the prospect of starting the
first of these developments at 10 King William Street, EC4 later
this year, with the subsequent schemes due to start in 2025 and
2026, with delivery in 2026, 2027 and 2029 respectively.
In addition, with a joint venture
partner secured, development bank finance arranged and a main
contractor signed, we are also excited to progress the
redevelopment of 100 New Bridge Street, EC4, our 194,000 sq ft
office and retail scheme.
Finally, as referred to in
November, when we reported on our Half Year results, we have also
secured a new "equity-light" scheme at Brettenham House, WC2. This
scheme, a comprehensive refurbishment of a 120,000 sq ft office
building adjacent to Waterloo Bridge, is an example of Helical
providing its development expertise to a property owner looking to
retain its investment but create, in joint venture where we
contribute towards construction costs, a "best-in-class" investment
asset. In return for our participation, Helical will receive
development management fees plus a "waterfall" promote based on the
outcome once let. Our business model envisages additional
"equity-light" schemes being added to the development pipeline in
the future.
Results for the Year
The loss for the year to 31 March
2024 was £189.8m (2023: £64.5m) with a see-through Total Property
Return of -£162.7m (2023: -£51.4m). See-through net rental income
reduced by 23.8% to £25.5m (2023: £33.5m) while developments
generated see-through profits of £0.4m (2023: £3.2m). The
see-through net loss on sale and revaluation of the investment
portfolio was £188.6m (2023: £88.1m).
Total see-through net finance
costs reduced to £11.1m (2023: £12.0m), reflecting a lower level of
debt offset by a full year of expensed interest on the debt in our
joint ventures since practical completion of The JJ Mack Building,
EC1 in September 2022. A fall in expected future interest rates led
to a £5.6m charge (2023: credit of £12.8m) from the valuation of
the Group's derivative financial instruments. Recurring see-through
administrative costs were 8.7% lower at £9.4m (2023: £10.3m) before
an accelerated depreciation charge of £0.7m (2023: £nil), with
performance related awards, reflecting a purely notional charge for
share awards, reduced to £1.2m (2023: £2.7m). National Insurance on
these awards was £0.1m (2023: £0.3m).
Since 1 April 2022, Helical has
been a REIT and the receipt of income which fell outside this
regime in the prior year has resulted in a small tax charge of
£0.2m (2023: £nil) for the year.
The IFRS basic loss per share was
154.6p (2023: 52.6p) and EPRA earnings per share were 3.5p (2023:
9.4p).
On a like-for-like basis, the
investment portfolio fell in value by 22.4% (22.6% including
purchases and gains on sales). The see-through total investment
portfolio value reduced to £660.6m (31 March 2023: £839.5m),
reflecting the revaluation loss for the year.
The total return of our property
portfolio, as measured by MSCI, was -20.3% (2023: -5.6%), which
underperformed the Central London Offices Total Return Index of
-5.7%.
The completed investment portfolio
was 82.4% let at 31 March 2024 and generated contracted rents of
£33.0m, equating to an average of £65.70 psf. This increases to an
ERV of £42.9m on the letting of the currently vacant space and
capturing the reversion of the portfolio. The Group's contracted
rent has a Weighted Average Unexpired Lease Term ("WAULT") of 6.6
years.
The Total Accounting Return
("TAR"), being the growth in the IFRS net asset value of the Group,
plus dividends paid in the year, was -31.7% (2023: -9.4%). Based on
EPRA net tangible assets, the TAR was
-31.4% (2023: -12.1%). EPRA net tangible assets per share fell by
32.9% to 331p (31 March 2023: 493p), with EPRA net disposal value
per share falling by 33.3% to 327p (31 March 2023:
490p).
Balance Sheet Strength and
Liquidity
The Group has a significant level
of liquidity with see-through cash and unutilised bank facilities
of £115.5m (31 March 2023: £244.2m) to fund capital works on its
portfolio and future acquisitions.
At 31 March 2024, the Group had
£12.0m of cash deposits available to deploy without restrictions
and a further £11.9m of rent in bank accounts available to service
payments under loan agreements, cash held at managing agents and
cash held in joint ventures. In addition, the Group held rental
deposits from tenants of £7.8m. Furthermore, the Group had £83.8m
of loan facilities available to draw on.
These year end balances have been
supplemented by cash receipts of £97.8m, from the sale of 25
Charterhouse Square, EC1 and the sale of 50% of the site at 100 New
Bridge Street, EC4, both completed since the year end.
The see-through loan to value
ratio ("LTV") increased to 39.5% at the Balance Sheet date (31
March 2023: 27.5%) and our see-through net gearing, the ratio of
net borrowings to the net asset value of the Group, increased to
65.2% (31 March 2023: 38.0%) over the same period. However, post
year end sales have reduced the pro-forma see-through LTV to 28.7%
and the pro-forma see-through net gearing to 40.3%.
At the year end, the average debt
maturity on secured loans, on a see-through basis, was 2.1 years
(31 March 2023: 2.9 years). The average cost of debt, on a
see-through basis, was 2.9% (31 March 2023: 3.4%).
Dividends
Helical is a capital growth stock,
seeking to maximise value by successfully letting comprehensively
refurbished and redeveloped property. Once stabilised, these assets
are either retained for their long-term income and reversionary
potential or sold to recycle equity into new schemes.
This recycling leads to
fluctuations in our EPRA earnings per share, as the calculation of
these earnings excludes capital profits generated from the sale and
revaluation of assets. As such, both EPRA earnings and realised
capital profits have been considered when determining the payment
of dividends.
In the year to 31 March 2024, EPRA
earnings per share fell by 63% from 9.4p last year to 3.5p this
year. As there were no sales of assets during the year, no capital
profits were realised.
Moving forward, and in line with
our new strategy, we are adjusting our dividend policy to suit our
expected trajectory. We will align our dividends to our EPRA
earnings per share, rebasing to a lower level while we wait for our
development pipeline to produce profits.
In light of the results for the
year and the fall in EPRA earnings, the Board will be recommending
to Shareholders a commensurate reduction in the final dividend to
1.78p (2023: 8.70p) per share, representing the minimum PID payment
required under the REIT regime. This represents, if approved by
Shareholders at the 2024 AGM, a total dividend for the year of
4.83p, down 59% on 2023.
This final dividend, if approved,
will be paid out of distributable reserves generated from the
Group's activities. Following its conversion to a UK REIT,
dividends payable by Helical will comprise a Property Income
Distribution ("PID") from the operations that fall under the REIT
regime, and a dividend from those operations that fall outside the
REIT regime. The PID, for the year to 31 March 2024, including the
amount paid at the half year of 0.50p, will be 2.28p, with the
balance of the total dividend, amounting to 2.55p, representing an
ordinary dividend paid at the half year.
Sustainability
Sustainability remains at the
heart of our business, both at a corporate and asset
level.
We have made good progress in the
year and continue to perform strongly against the targets we have
set. In our managed portfolio, energy intensity across our
like-for-like assets fell by 8% during the year to an average of
119 kWh/m2 (2023: 129 kWh/m2), keeping us on
track for our 2030 net zero carbon target of
90kWh/m2.
For our development pipeline, we
will be targeting an upfront embodied carbon of less than
600kgCO2e/m2 focussing on efficient design,
low carbon and recycled materials to meet this target.
We continue to perform well across
the industry benchmarks in which we participate. For our
sustainability reporting, we again received a Gold Award, for our
reporting in accordance with EPRA's European Sustainability Best
Practice Recommendations (sBPR). We were also pleased to maintain
our CDP score of B, further demonstrating our commitment to best
practice disclosure and enhanced climate change risk
assessment. While
we retained our Green Star status under the GRESB rating, the
tougher criteria saw the overall rating fall from 5* to 4* despite
our receiving the highest rating of our peer group for our standing
investments of 87% (2023: 88%), with our developments delivering
92% (2023: 94%).
Looking forward, we have a
substantial development pipeline, with our Places for London joint
venture due to deliver three "best-in-class" schemes and our
redevelopment of 100 New Bridge Street, EC4 delivering a further
191,000 sq ft of high quality, redeveloped office space and 3,500
sq ft of retail space. All these buildings will be targeting a
minimum of BREEAM Outstanding, NABERS 5* and WELL Enabled Platinum,
the recognisable hallmarks of "best-in-class" office
buildings.
The Opportunity
During the year, we have
experienced the loss of rental income through tenant failure and
further significant outward yield movement reducing the value of
our investment portfolio by 22.4%. Market commentary suggests that
this outward yield movement may be coming to an end with growing
expectations of the first cut in the Bank of England's base rate
coming this summer and five year swaps and 10 year gilts rates,
both currently c.4%, forecast to decline. If this proves to be
correct, and having taken the pain of reductions in value, Helical
is well positioned to drive growth through the letting of the
vacant space in its investment portfolio and the generation of
substantial profits from its development pipeline. However, such
optimism can be derailed by future geopolitical and domestic events
outside of our control and Helical will seek to manage its Balance
Sheet to ensure it has protection against the impact of these
potential events.
Occupational demands continue to
evolve in the office sector, with tenants using their premises to
optimise the work experience for their employees. Amenity,
connectivity, service and sustainability are encouraging businesses
towards new buildings. At the same time, buildings that provide a
poorer working environment are driving occupiers away. This
bifurcation of the market is accelerating with rental growth
continuing for the "best-in-class" and values falling for the rest.
This will provide opportunities to acquire potential developments
and major refurbishments at levels that allow for strong capital
returns.
Our development pipeline is
expected to provide surpluses for the foreseeable future. Scheduled
to start in 2024 and be delivered from early 2026 onwards, this
pipeline will be supplemented with additional "equity-light"
opportunities as building owners seek specialists in development
and refurbishment to partner with them to maximise the value of
their assets. In addition, banks and other financial institutions
with non-performing assets should provide additional opportunities
for Helical to create value.
Our Balance Sheet is in good shape
and maintaining financial discipline remains at the forefront of
Helical's approach. Recycling equity and seeking third party
financing to fund the pipeline of opportunities, as recently seen
with 100 New Bridge Street, EC4, will allow the Company to grow the
business while containing gearing to appropriate levels.
There remains a shortage of
"best-in-class" newly refurbished or redeveloped office space in
central London. With an experienced management team, a substantial
development pipeline with optionality over timing and funding, and
no legacy assets requiring investment to meet minimum
sustainability standards, Helical is well positioned to capitalise
on current cyclical opportunities.
Finally
I have been the Chief Executive of
Helical since 2016 and a main Board Director since 1994, the year I
joined the Company, delivering over 30 years of service to Helical,
its employees and its Shareholders. It is time to "draw stumps" on
my executive role having delivered over 60 projects of mainly
offices but also retail, residential, logistics and student
accommodation in that time. This includes over five million sq ft
of offices, the vast majority of which are in London. I remain
proud of each asset as I regularly pass them on my journeys through
this great city of ours and for that reason I am pleased to be able
to continue to work on landmark buildings in my new role on 100 New
Bridge Street, EC4 and Brettenham House, WC2.
I have worked alongside Matthew
for almost 30 years and believe he is the right person to succeed
me as Chief Executive of Helical. I know that he is fully focused
on realising profits from the Company's exceptional development
pipeline and I look forward to continuing to make my contribution
to the ongoing success of Helical.
Gerald Kaye
Chief Executive
22 May 2024
Our Market
The year has been defined by a
dislocation between the occupational and investment markets, with
the letting market for the new, best quality space proving
resilient as we continue to see high levels of active requirements,
leasing momentum and strong rental growth in the core sub-markets.
In contrast, the investment market remains muted, with activity far
below the long-term average.
Over the last year, there has been
a material reduction in the annual rate of CPI inflation which fell
to 2.3% yesterday, compared to 10.1% in March 2023. This offers
some relief and a sense of optimism that interest rates have peaked
and will begin to fall in the coming year. The Bank of England
policy rate has been flat at 5.25% since August 2023, however the
effects of a higher interest rate environment, combined with the
residual effects of elevated inflation levels, are still present
and continue to weigh on sentiment in the investment
market.
Investment Market
Investment volumes remain subdued
in the central London office market due to the challenging
macroeconomic environment, geopolitical tensions and high borrowing
costs, which remain elevated due to persistent core inflation. With
a lack of quality assets being marketed, many investors are
adopting a "wait and see" approach with regard to any near-term
changes to the Bank's base rate.
Transaction activity reached just
£7.1bn in 2023, down 57% on the long-term 10-year average, with sub
£50m lot sizes accounting for 77% of this figure and just 17
transactions occurring in excess of £100m, compared to the
five-year average of 35. This subdued activity continues to cause
increased uncertainty over appropriate asset valuations as
comparable evidence remains scarce. Whilst the smaller lot size
purchases have been dominated by high net worth family offices,
there are an increasing number of private equity and Asia-Pacific
buyers returning to the market, focusing on core assets where
pricing is now felt to be attractive.
London still remains the preferred
destination for overseas capital and we do expect to see a pickup
in investment activity towards the second half of 2024,
particularly if we continue to see higher office occupancy and
businesses placing increasing importance on their office as a tool
to attract talent. However, the key trigger and largest shift in
sentiment will most likely occur when there is clearer guidance
regarding the direction of interest rates.
Occupational Market
There is both strong demand and
activity in the occupational market and JLL reported take-up for
central London at 9.7m sq ft in 2023, with Q4 figures representing
the highest levels since 2010. The City submarket demonstrated the
greatest level of resilience, achieving volumes 7% higher than the
10-year average. Whilst Q1 2024 take-up volumes were subdued, we
continue to see strength of demand in the market as under offer
numbers have continued to rise, to 18% above the long-term average.
There is also significant breadth of occupier demand as business
services continue to transact, while creative industries have come
back to the market, accounting for 20% of Q1 take-up
numbers.
Looking forward, Knight Frank
reports active requirements at the end of Q1 2024 at 12.6m sq ft,
up 50% compared to March 2023. These requirements are primarily
focused on scarce, new space where vacancy rates remain
significantly below the overall vacancy figure, at 2% compared to
9.9% overall. For refurbishments, the vacancy rate sits around 4%;
this comes as two thirds of leasing transactions are for new and
refurbished space.
The high level of active
requirements, combined with low vacancy rates for new space,
continues to generate competition which is driving rents upwards.
Knight Frank has reset its approach to prime rents to reflect this
trend, with City Core, Midtown and Farringdon prime rents all
increasing by £10 psf, taking them to £87.50, £80.00 and £90.00 psf
respectively. This revision to prime rents represents a fundamental
reset, offering a new "best-in-class" subset of prime, as a result
of an improved outlook for occupier demand and a development
pipeline that remains below average levels for new and refurbished
buildings.
At our joint venture development,
The JJ Mack Building, EC1, located in Farringdon, we have secured
rents significantly above £100 psf, highlighting the strength of
demand and a willingness to pay higher rents to secure the best
space as employers are increasingly looking to incentivise their
employees to adopt more office based approaches to
working.
Development Pipeline
Sustained construction cost
inflation driven by supply chain disruption, tight labour markets
and volatile energy costs has moderated recently and Arcadis
published its "London Building Construction TPI" forecast, with the
central case showing low inflation ranging from 1% to 2% over the
course of 2024.
In 2023, development completions
across central London reached 5m sq ft; up 5% on the long-term
average. Completions were still below Savills' initial forecast of
7.5m sq ft at the beginning of the year, evidencing that delays
have caused schemes to be pushed back. Looking ahead, the levels of
planned supply are unlikely to be sufficient to meet the high
levels of demand, with Knight Frank reporting 28m sq ft of lease
expiries occurring before the end of 2026.
The development pipeline continues
to be impacted by delivery barriers including elevated associated
costs of development and planning timelines, causing investors to
recalibrate appraisals. As a result, investors are increasingly
considering alternative land uses to maximise site value, which is
further suppressing the near-term supply of office schemes. A
current example of this is our Southwark OSD, SE1 scheme where we
are in the process of seeking planning consent to develop student
accommodation, rather than the previously consented office scheme,
as we believe this will generate the best value for our site. A
demand-supply imbalance is likely to occur over the medium to
longer term, with 2027 to 2030 likely to see the most dramatic
levels of undersupply as planned completions remain low.
Constrained market supply and a
high level of occupier demand will lead to increased competition,
presenting an opportunity for developers and investors who are
willing and able to deliver new, "best-in-class" schemes. However,
to deliver sustainable returns, they will require higher economic
rents to offset the increased associated costs of development and
as a result, pre-letting activity might slow as investors hold out
for rental growth tomorrow rather than security at day one. This is
evidenced by Savills reporting a recent reduction in the overall
quantity of the pipeline that is let prior to
completion.
Conclusion
Our existing portfolio continues
to attract new occupiers due to its "best-in-class" credentials,
excellent tenant amenities and active asset management. Helical's
proven track record, expertise and our recently signed joint
venture with Places for London and "best-in-class" scheme at 100
New Bridge Street, EC4 will ensure we are well positioned to meet
occupier demands through our extensive development pipeline across
five schemes. Our planned schemes are located in exciting and
vibrant sub-markets that look set to experience both a shortfall in
supply and elevated tenant demand, resulting in strong rental
growth prospects that look set to deliver us an attractive return
profile.
Sustainability and Net Zero
Carbon
Our commitment to delivering and
operating "best-in-class", smart, sustainable offices aligns with
occupiers' continued demand for high quality buildings across
London. This has been seen at The JJ Mack Building, EC1, our
flagship sustainable asset, where sustainability has been a key
driver in tenants taking space in the building. We were
particularly pleased to see The JJ Mack Building, EC1 receive its
final BREEAM Outstanding certificate and a score of 96.4%, making
it the UK's highest rated BREEAM office development.
Our long-term partnership with
Places for London will be responsible for delivering three
"best-in-class" over station developments at 10 King William
Street, EC4, Southwark OSD, SE1 and Paddington OSD, W2.
Sustainability is a fundamental objective for these projects with
the schemes providing the opportunity to deliver market leading
buildings with exemplary ESG credentials, adopting BREEAM, NABERS
and WELL benchmarking. All three sites will be developed on a net
zero carbon basis and champion circular economy principles,
operating to the highest efficiency with the aid of all electric
solutions and on-site renewables and promote health and wellbeing.
At 10 King William Street, EC4, we have already defined a clear
pathway to drive down embodied carbon in line with our stretching
target of 600 kgCO2e/m2.
Our major refurbishment at 100 New
Bridge Street, EC4, will achieve the highest standards of
sustainability through the retention of the existing structure and
the reuse of materials. This retrofit approach will result in a low
carbon, highly efficient building while also meeting the demands of
future tenants. We are currently targeting BREEAM Outstanding,
NABERS 5* and WELL enabled Platinum, having already received
precertification and will be delivering the building on a net zero
carbon basis.
Within our managed portfolio, we
were pleased to see that during the year our total energy usage
(including tenant and landlord areas) reduced by 23%. This was in
part due to the vacant possession of 100 New Bridge Street, EC4,
however on a like-for-like basis there was a decrease in
consumption of 8%. As a result of our continued effort to engage
occupiers and drive down consumption, our energy intensity across
our like-for-like assets fell to an average of 119
kWh/m2 keeping us on track for our 2030 net zero carbon
target of 90kWh/m2. At The Bower, EC1, our most energy
intensive building, we saw the installation of 80 photovoltaics
panels which, once fully operational, will generate c.37,000kWhs of
electricity.
While we are progressing well
against the target we set to be net zero carbon by 2030, we are
mindful that due to the continual evolvement of the definition "net
zero carbon", we may need to rebase our ambitions in the coming
years. With the highly anticipated UK Net Zero Carbon Building
Standard due for release later this summer, we look forward to
delivering all our future developments to this industry recognised
standard.
For our sustainability reporting,
we received a Gold Award for the fourth consecutive year from
EPRA's Sustainability Best Practice Recommendations (sBPR) and also
maintained our CDP rating of B. While we retained our Green Star
status under the GRESB rating, the tougher criteria saw the overall
rating fall from 5* to 4* despite our receiving the highest rating
of our peer group for our standing investments of 87%, with our
developments delivering 92%.
Performance
Measurements
We measure our performance against
our strategic objectives, using several financial and non-financial
Key Performance Indicators ("KPIs").
The KPIs have been selected as the
most appropriate measures to assess our progress in achieving our
strategy, successfully applying our business model and generating
value for our Shareholders.
As discussed in the Chief
Executive's statement, the financial measures for the year reflect
a period of economic volatility with higher interest rates
negatively impacting on investment yields.
Total Accounting Return
Total Accounting Return is the
growth in the net asset value of the Group plus dividends paid in
the reporting period, expressed as a percentage of the net asset
value at the beginning of the period. The metric measures the
growth in Shareholders' Funds each period and is expressed as an
absolute measure.
The Group targets a Total
Accounting Return of 5-10%.
The Total Accounting Return on
IFRS net assets in the year to 31 March 2024 was -31.7% (2023:
-9.4%).
|
Year to
2024
%
|
Year
to
2023
%
|
Year
to
2022
%
|
Year
to
2021
%
|
Year
to
2020
%
|
Total Accounting Return on IFRS
net assets
|
-31.7
|
-9.4
|
15.0
|
3.3
|
7.7
|
EPRA Total Accounting
Return
Total Accounting Return on EPRA
net tangible assets is the growth in the EPRA net tangible asset
value of the Group plus dividends paid in the period, expressed as
a percentage of the EPRA net tangible asset value at the beginning
of the period.
The Group targets an EPRA Total
Accounting Return of 5-10%.
The Total Accounting Return on
EPRA net assets in the year to 31 March 2024 was -31.4% (2023:
-12.1%).
|
Year to
2024
%
|
Year
to
2023
%
|
Year
to
2022
%
|
Year
to
2021
%
|
Year
to
2020
%
|
Total Accounting Return on EPRA
net tangible assets
|
-31.4
|
-12.1
|
10.2
|
4.5
|
9.3
|
EPRA Net Tangible Asset Value Per
Share
The Group's main objective is to
maximise growth in net asset value per share, which we seek to
achieve through increases in investment portfolio values and from
retained earnings from other property related activity. EPRA net
tangible asset value per share is the property industry's preferred
measure of the proportion of net assets attributable to each share
as it includes the fair value of net assets on an ongoing long-term
basis. The adjustments to net asset value to arrive at this figure
are shown in Note 23 to the financial statements.
The Group targets increasing its
net assets, of which EPRA net tangible asset growth is a key
component.
The EPRA net tangible asset value
per share at 31 March 2024 decreased by 32.9% to 331p (31 March
2023: 493p).
|
2024
p
|
2023
p
|
2022
p
|
2021
p
|
2020
p
|
EPRA net tangible asset value per
share
|
331
|
493
|
572
|
533
|
524
|
Total Shareholder
Return
Total Shareholder Return is a
measure of the return on investment for Shareholders. It combines
share price appreciation and dividends paid to show the total
return to Shareholders expressed as an annualised
percentage.
The Group targets being in the
upper quartile when compared to its peers.
The Total Shareholder Return in
the year to 31 March 2024 was -27.3% (2023: -24.8%).
|
Performance measured
over
|
|
|
1 year
Total
return
pa %
|
3 years
Total
return
pa %
|
5 years
Total
return
pa %
|
10 years
Total
return
pa %
|
15 years
Total
return
pa %
|
20 years
Total
return
pa %
|
Helical plc1
|
(27.3)
|
(17.8)
|
(6.0)
|
(3.1)
|
0.3
|
3.1
|
UK Equity
Market2
|
8.4
|
8.1
|
5.4
|
5.8
|
9.2
|
7.2
|
Listed Real Estate Sector
Index3
|
9.3
|
(2.3)
|
(1.1)
|
1.5
|
7.8
|
3.2
|
|
|
|
|
|
|
|
|
1. Growth over
all years to 31/03/24.
2. Growth in
FTSE All-Share Return Index over all years to 31/03/24.
3. Growth in
FTSE 350 Real Estate Super Sector Return Index over all years to
31/03/24.
MSCI Property Index
MSCI produces several independent
benchmarks of property returns that are regarded as the main
industry indices.
MSCI has compared the ungeared
performance of Helical's total property portfolio against that of
portfolios within MSCI for over 20 years. Helical's ungeared
performance for the year to 31 March 2024 was -20.3% (2023: -5.6%).
This compares to the MSCI Central London Offices Total Return Index
of
-5.7% (2023: -8.6%) and the upper quartile return of -3.1% (2023:
-5.4%).
Helical's share of the development
portfolio (1% of gross property assets) is included in its
performance, as measured by MSCI, at the lower of book cost or fair
value.
Helical's unleveraged portfolio
returns to 31 March 2024 were as follows:
|
1 year
%
|
3 years
%
|
5 years
%
|
10 years
%
|
20 years
%
|
Helical
|
-20.3
|
-5.9
|
-0.5
|
6.7
|
8.9
|
MSCI Central London Offices Total
Return Index
|
-5.7
|
-2.3
|
-1.0
|
4.7
|
7.1
|
Source: MSCI
Helical's portfolio has been
impacted by higher interest rates and construction cost inflation,
as well as vacancy within the portfolio and the failure of WeWork
in particular.
Average Length of Employee Service
and Average Staff Turnover
A high level of staff retention
remains a key feature of Helical's business. The Group retains a
highly skilled and experienced team with an increasing length of
service.
The Group targets staff turnover
to be less than 10% per annum.
The average length of service of
the Group's employees at 31 March 2024 was 12.4 years and the
average staff turnover during the year to 31 March 2024 was
16.8%.
|
2024
|
2023
|
2022
|
2021
|
2020
|
Average length of service at 31
March - years
|
12.4
|
13.2
|
11.8
|
11.0
|
10.0
|
Staff turnover during the year to
31 March - %
|
16.8
|
7.7
|
3.7
|
3.6
|
10.3
|
BREEAM and EPC Ratings
BREEAM is an environmental impact
assessment methodology for commercial buildings. It sets out best
practice standards for the environmental performance of buildings
through their design, specification, construction and operational
phases. Performance is measured across a series of ratings, "Pass",
"Good", "Very Good", "Excellent" and "Outstanding".
The Group targets a BREEAM rating
of "Excellent" or "Outstanding" on all major refurbishments or new
developments.
At 31 March 2024, five of our
seven (31 March 2023: five of our seven) office buildings had
achieved, or were targeting, a BREEAM certification of "Excellent"
or "Outstanding". These five buildings account for 89% of the
portfolio by value.
Building
|
BREEAM rating
|
EPC rating
|
Completed properties
|
|
|
The JJ Mack Building,
EC1
|
Outstanding (2018)
|
A
|
The Warehouse and Studio,
EC1
|
Excellent (2014)
|
B
|
The Tower, EC1
|
Excellent (2014)
|
B
|
25 Charterhouse Square,
EC1
|
Excellent (2014)
|
B
|
Under development
|
|
|
100 New Bridge Street,
EC4
|
Outstanding
(2018)1
|
A1
|
1.
Targeted.
At The Loom, E1, it was not
possible to obtain a BREEAM certification at the design or
development stage, however, the building has achieved a BREEAM In
Use rating of "Very Good", a high accolade given the listed status
of the building.
Energy Performance Certificates
("EPC") provide ratings on a scale of A-G on a building's energy
efficiency and are required when a building is constructed, sold or
let. All but one of our completed buildings (99% by portfolio
value) have an EPC rating of A or B.
Helical's Property Portfolio - 31
March 2024
Property Overview
Helical has a portfolio of income
producing, multi-let offices which are extremely well located and
offer sustainable and inspiring workplaces which are
technologically smart, rich in amenities and promote employee
wellbeing. We seek to maximise returns through delivering income
growth from creative asset management and capital gains from our
development activity.
The JJ Mack Building,
EC1
The JJ Mack Building comprises
206,085 sq ft and is held in a 50:50 joint venture with
AshbyCapital. The JJ Mack Building, named after the market trader
who occupied the site in the 1940s, is one of London's most
sustainable new office buildings and recently has been recognised
as BREEAM's highest rated new development under the 2018 guidance,
with an Outstanding rating of 96.4%.
Prior to the start of the
financial year, we let the sixth and seventh floors, comprising
37,880 sq ft, to Partners Group, a global private markets firm, for
15 years and they took occupation of their space in April
2024.
In November 2023, we let the ninth
floor, comprising 13,408 sq ft, to Corio Generation, a subsidiary
of Macquarie Group, for 10 years at a 2.3% premium to 31 March 2023
ERVs and they are now in occupation following completion of their
fit-out works.
In December 2023, we let the
first, second and third floors comprising 68,002 sq ft to J
Sainsbury for 15 years, at a 1.3% premium to 31 March ERVs. The
retailer will be relocating its existing London office to the new
building over the next two years. In addition, J Sainsbury has
signed an agreement for lease for two of the three ground floor
retail units and additional office space on the ground floor,
comprising 7,128 sq ft.
In March 2024, we let the eighth
floor, comprising 15,484 sq ft, to Three Crowns LLP, a leading
international arbitration law firm, for 15 years. The agreed rent
was 3.1% above 31 March 2023 ERVs.
We are under offer on both the
fourth and 10th floor, comprising 23,566 sq ft and
13,409 sq ft respectively, as well as the last remaining ground
floor retail unit of 1,526 sq ft.
As a result of our strong letting
progress, the building was 67% let as at 31 March 2024 and
following the year end, a further 7,128 sq ft has been let,
equating to the building being 71% let. Following completion of the
units under offer, the building will be 90% let with just the fifth
floor available.
100 New Bridge Street,
EC4
Our "best-in-class" office
development at 100 New Bridge Street is adjacent to City Thameslink
and a short walk from Farringdon and Blackfriars stations. In the
year, we have obtained planning permission for minor amendments to
the scheme to enhance the ground floor amenity and improve the
floorplate efficiency.
This carbon friendly, fully
refurbished building will provide 194,000 sq ft of office and
retail space across seven retained floors and three new floors once
completed in Q1 2026. In addition, we will make considerable public
realm improvements to provide extensive outdoor space that enhances
the experience for both tenants and the local community.
Post year end, we signed a joint
venture agreement with Orion Capital Managers, selling a 50%
investment in the site for £55m. Simultaneously, a £155m (our
share: £77.5m) development finance facility was secured and Mace
was appointed as the main contractor. We continue to progress
towards our March 2026 targeted completion date.
The Platinum Portfolio,
London
Contracts were signed in July
2023, confirming Helical as Places for London's commercial office
joint venture partner. The long-term partnership will see the
delivery of new high quality and sustainable space predominantly
above or adjacent to key transport hubs. The joint venture consists
of three initial development opportunities, each detailed
below:
10 King William Street,
EC4
An eight-storey office development
on an island site, located above the recently opened Bank station
entrance on Cannon Street, delivering 140,000 sq ft of prime space.
Since the formation of the joint venture, we have been progressing
the enhancement of the scheme alongside Fletcher Priest Architects
and the wider professional team. We submitted a non-material
planning amendment application to introduce significant public
realm improvements, making Abchurch Lane a shared space, a much
improved cycle arrival experience and the inclusion of changing
facilities and a wellness lounge at the mezzanine level. Initial
enabling works are due to take place over the coming months in
preparation for a formal start on site in October 2024. We aim to
achieve practical completion of the scheme by December
2026.
Southwark OSD, SE1
The site is located above
Southwark tube station and prior to the formation of the joint
venture, planning was obtained for a 222,000 sq ft NIA office
scheme. We have been conducting feasibility studies to determine
the most appropriate and valuable use for the site and we are now
having detailed pre-application discussions with Southwark Borough
Council regarding a purpose-built student accommodation scheme. The
proposed scheme comprises c.430 studio units, with the delivery of
a separate on-site affordable housing component located in a new
adjacent building. We aim to submit a planning application during
Summer 2024, with the ambition to commence on site upon acquisition
in July 2025 and complete in Summer 2027.
Paddington OSD, W2
Situated close to the Elizabeth
Line station at Paddington, this 19-storey building will provide
235,000 sq ft of office space. In the year, we submitted a
non-material planning amendment application to introduce terracing
to each individual office floor. We continue to develop the design
to enhance the scheme with a particular focus on the end of trip
facilities and arrival experience. The site will be acquired by the
joint venture in January 2026 and the intention is to deliver the
scheme in 2029.
Brettenham House, WC2
We continue to provide development
advice to the owner of Brettenham House, a 1930s heritage office
building located on the Thames and adjacent to The Savoy and
Somerset House, with formal arrangements to be concluded
imminently. We have utilised our expertise in retrofit and
refurbishments to assist with the design of a comprehensive
refurbishment of the building and obtaining planning consent for
extensive amenity which will significantly upgrade this asset.
Construction is due to commence in Summer 2024 upon finalising
terms for our "equity-light" participation.
The Bower, EC1
The Bower is a prominent estate
comprising 312,573 sq ft of innovative, high quality office space
along with 21,059 sq ft of restaurant and retail space. The estate
is located adjacent to the Old Street roundabout where significant
remodelling works have taken place, providing extensive additional
public realm to occupiers.
The Warehouse and The
Studio
The Warehouse and The Studio
comprise 141,141 sq ft of fully-let office space. In addition,
there is a further 10,298 sq ft of retail space across the
buildings with these units also being fully let following two
lettings in the year to a restaurant operator and a hair and beauty
studio.
The Tower
The Tower offers 171,432 sq ft of
office space with a contemporary façade and innovatively designed
interconnecting floors, along with 10,761 sq ft of retail space
across two units, let to food and beverage operators Serata Hall
and Wagamama.
In October, we took decisive
action to forfeit the WeWork leases for six floors in The Tower
following non-payment of rent.
Subsequently, we entered into a
short-term lease with WeWork who re-occupied the building to 24
December 2023, with Helical having received a fee equivalent to the
whole of the unpaid September quarter's rent and service charge due
under the terms of the previous contractual arrangements. WeWork
continue to operate on the third floor to June 2024 when the
incumbent tenant vacates. In addition, we signed a management
agreement with infinitSpace to provide serviced office space on the
first and second floors at The Tower. This space has been well
received by WeWork's historic subtenants and new tenants alike and
provides valuable flexible space for the campus. As part of our
active asset management approach, we are in the process of
refurbishing the fourth, fifth and sixth floors. Once completed,
the floors will be let on a CAT A+ basis.
We have let the 14th
floor, comprising 9,568 sq ft, to existing tenant Incubeta who have
relocated from the 16th floor. We let the 11,306 sq ft
16th floor to Verkada as expansion space. The company
now has contiguous floors, having already occupied the
17th floor.
The Tower is 84% let, up from 62%,
following the forfeiture of the original WeWork leases, with good
interest being shown in the remaining space from existing and
potential new tenants.
The Loom, E1
This former Victorian wool
warehouse offers 108,540 sq ft of office space and we continue with
our active management approach to this asset and are seeking to
reduce the vacancy through flexible lease offerings. During the
year the vacancy rate increased from 28% to 35% although five new
lettings, totalling 12,001 sq ft, were completed. Post year end, we
have completed three lettings and have eight units under offer to
four tenants which would reduce the vacancy rate to 26% once
completed.
The Power House, W4
The Power House is a listed
building, providing 21,268 sq ft of office and recording studio
space, on Chiswick High Road and is fully let on a long lease to
Metropolis Music Group. The asset is being actively marketed for
sale.
25 Charterhouse Square,
EC1
25 Charterhouse Square comprises
42,921 sq ft of office space, overlooking the historic Charterhouse
Square and adjacent to the Farringdon East Elizabeth Line station.
During the year, we exchanged on the sale of the long leasehold
interest to a real estate fund managed by global alternative
investment manager, Ares Management, for £43.5m. We completed on
the sale on 25 April 2024.
Barts Square, EC1
In the first half of the year, we
completed the sale of the last residential unit thereby ending our
involvement in the residential elements of the scheme.
Subsequently, we completed the sale of the retail element of the
scheme in Q4 2023, which was the final component of the
development. Since 2014, the joint venture has built 235
apartments, three office buildings totalling 249,000 sq ft and
21,000 sq ft of retail across 10 units. Through outperformance, we
increased our share of profit from our 33% equity participation to
44% and made a total profit of £41m with a 26% IRR.
Portfolio Analytics
See-through Total Portfolio by
Fair Value
|
Investment
£m
|
%
|
Development
£m
|
%
|
Total
£m
|
%
|
London Offices
|
|
|
|
|
|
|
- Completed properties
|
561.5
|
85.0
|
-
|
-
|
561.5
|
84.8
|
- Development pipeline
|
99.0
|
15.0
|
1.4
|
82.4
|
100.3
|
15.1
|
Total London
|
660.5
|
100.0
|
1.4
|
82.4
|
661.8
|
99.9
|
Other
|
0.1
|
0.0
|
0.3
|
17.6
|
0.5
|
0.1
|
Total
|
660.6
|
100.0
|
1.7
|
100.0
|
662.3
|
100.0
|
See-through Land and Development
Portfolio
|
Book value
£m
|
Fair value
£m
|
Surplus
£m
|
Land and Developments
|
1.4
|
1.7
|
0.3
|
Total
|
1.4
|
1.7
|
0.3
|
Capital Expenditure
We have a committed and planned
development and refurbishment programme.
Property
|
Capex
budget
(Helical
share)
£m
|
Proposed equity (Helical
share)
£m
|
Proposed debt* (Helical
share)
£m
|
Pre-redeveloped
space
sq ft
|
New
space
sq ft
|
Total
completed
space
sq ft
|
Commencement
date
|
Investment - committed
|
|
|
|
|
|
|
|
- 100 New Bridge Street,
EC4
|
59.4
|
3.0
|
56.4
|
167,026
|
27,629
|
194,655
|
Q2
2024
|
- 10 King William Street,
EC4
|
32.9
|
32.9
|
0.0
|
-
|
140,000
|
140,000
|
Q4
2024
|
- Southwark OSD, SE1
|
11.0
|
11.0
|
0.0
|
-
|
TBD
|
TBD
|
Q3
2025
|
- Paddington OSD, W2
|
30.2
|
30.2
|
0.0
|
-
|
235,000
|
235,000
|
Q1
2026
|
Investment - planned
|
|
|
|
|
|
|
|
- 10 King William Street,
EC4
|
62.0
|
9.8
|
52.2
|
-
|
140,000
|
140,000
|
Q4
2024
|
- Southwark OSD, SE1
|
61.8
|
21.8
|
40.0
|
-
|
TBD
|
TBD
|
Q3
2025
|
- Paddington OSD, W2
|
122.9
|
38.7
|
84.2
|
-
|
235,000
|
235,000
|
Q1
2026
|
* Assumes 55% LTC debt facility
arranged for future schemes.
Asset Management
Asset management is a critical
component in driving Helical's performance. Through having well
considered business plans and maximising the combined skills of our
management team, we are able to create value in our
assets.
Investment portfolio
|
Fair
value
weighting
%
|
Passing
rent
£m
|
%
|
Contracted
rent
£m
|
%
|
ERV
£m
|
%
|
ERV change
like-for-like
%
|
London Offices
|
|
|
|
|
|
|
|
|
- Completed properties
|
85.0
|
23.6
|
100.0
|
33.0
|
100.00
|
42.9*
|
70.5
|
-0.7
|
- Development pipeline
|
15.0
|
-
|
0.0
|
-
|
-
|
17.8
|
29.3
|
5.6
|
Total London
|
100.0
|
23.6
|
100.0
|
33.0
|
100.0
|
60.7
|
99.8
|
1.1
|
Other
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
0.1
|
0.2
|
0.0
|
Total
|
100.0
|
23.6
|
100.0
|
33.0
|
100.0
|
60.8
|
100.0
|
1.1
|
* Includes 25 Charterhouse Square,
EC1, which has been sold post year end.
|
See-through
total portfolio contracted
rent
£m
|
Rent lost at
break/expiry
|
(5.7)
|
Lease expiry to allow
redevelopment
|
(7.1)
|
New lettings
|
7.1
|
Net decrease in the year from asset management
activities
|
(5.7)
|
Contracted rent reduced through
disposals
|
(0.3)
|
Total contracted rental change from sales
|
(0.3)
|
Net decrease in contracted rents in the
year
|
(6.0)
|
Investment Portfolio
Valuation Movements
|
Valuation
change
incl sales and
purchases
%
|
Valuation
change
excl sales and
purchases
%
|
Investment
portfolio
weighting
31 March
2024
%
|
Investment
portfolio
weighting
31 March
2023
%
|
London Offices
|
|
|
|
|
- Completed properties
|
(19.8)
|
(19.6)
|
85.0
|
83.4
|
- Development pipeline
|
(35.3)
|
(35.3)
|
15.0
|
16.6
|
Total
|
(22.6)
|
(22.4)
|
100.0
|
100.0
|
Portfolio Yields
|
EPRA
topped
up NIY
31 March
2024
%
|
EPRA
topped
up NIY
31 March
2023
%
|
Reversionary
yield
31 March
2024
%
|
Reversionary
yield
31 March
2023
%
|
True equivalent
yield
31 March
2024
%
|
True equivalent
yield
31 March
2023
%
|
London Offices
|
|
|
|
|
|
|
- Completed properties
|
5.1
|
4.1
|
6.9
|
5.7
|
6.5
|
5.6
|
- Development pipeline
|
n/a
|
3.6
|
6.1
|
5.1
|
5.7
|
4.9
|
Total
|
5.1
|
4.0
|
6.6
|
5.5
|
6.3
|
5.4
|
See-through Capital Values,
Vacancy Rates and Unexpired Lease Terms
|
Capital
value
31 March
2024
£ psf
|
Capital
value
31 March
2023
£ psf
|
Vacancy
rate
31 March
2024
%
|
Vacancy
rate
31 March
2023
%
|
WAULT
31 March
2024
Years
|
WAULT
31 March
2023
Years
|
London Offices
|
|
|
|
|
|
|
- Completed properties
|
982
|
1,166
|
17.6
|
19.8
|
6.6
|
5.8
|
- Development pipeline
|
508
|
835
|
100.0
|
2.6
|
0.0
|
0.7
|
Total
|
880
|
1,104
|
37.6
|
16.1
|
6.6
|
5.0
|
See-through Lease Expiries or
Tenant Break Options
|
Year to
2025
|
Year to
2026
|
Year to
2027
|
Year to
2028
|
Year to
2029
|
2029
onward
|
% of rent roll
|
15.8
|
3.7
|
12.8
|
30.5
|
7.1
|
30.1
|
Number of leases
|
20
|
9
|
11
|
13
|
5
|
19
|
Average rent per lease
(£)
|
260,030
|
134,922
|
384,495
|
772,366
|
466,332
|
521,731
|
Contracted rent (£)
|
5,200,606
|
1,214,299
|
4,229,447
|
10,040,764
|
2,331,658
|
9,912,882
|
Top 15 Tenants
We have a strong rental income
stream and a diverse tenant base. The top 15 tenants account for
75.2% of the total rent roll.
Rank
|
Tenant
|
Tenant industry
|
Contracted
rent
£m
|
Rent roll
%
|
1
|
Farfetch
|
Online retail
|
4.3
|
13.1
|
2
|
J Sainsbury
|
Retail
|
3.0
|
9.1
|
3
|
Brilliant Basics
|
Technology
|
2.4
|
7.2
|
4
|
VMware
|
Technology
|
2.2
|
6.6
|
5
|
Verkada
|
Technology
|
1.9
|
5.9
|
6
|
Partners Group
|
Financial services
|
1.9
|
5.7
|
7
|
Anomaly
|
Marketing
|
1.5
|
4.5
|
8
|
Viacom
|
Technology
|
1.2
|
3.5
|
9
|
Allegis
|
Media
|
1.1
|
3.3
|
10
|
Dentsu
|
Marketing
|
1.1
|
3.2
|
11
|
Stripe
|
Financial services
|
1.0
|
2.9
|
12
|
Openpayd
|
Financial services
|
0.9
|
2.7
|
13
|
WeWork
|
Flexible offices
|
0.9
|
2.6
|
14
|
Three Crowns
|
Legal services
|
0.8
|
2.5
|
15
|
Incubeta
|
Marketing
|
0.8
|
2.4
|
Total
|
|
25.0
|
75.2
|
Letting Activity - New
Leases
|
Area
sq ft
|
Contracted
rent
(Helical's
share)
£
|
Rent
(excl Plug and Play and
managed lettings)
£
psf
|
Increase
to
31 March 2023
ERV
(excl Plug and Play and
managed lettings)
%
|
Average
lease term to
expiry
Years
|
Investment Properties
|
|
|
|
|
|
Completed - offices
|
|
|
|
|
|
- The Tower, EC1
|
20,874
|
1,760,000
|
85.00
|
0.1
|
10.0
|
- The Loom, E1
|
12,001
|
657,000
|
48.56
|
-11.7
|
3.2
|
- The JJ Mack Building,
EC1
|
96,894
|
4,495,000
|
92.79
|
1.8
|
13.3
|
Offices Total
|
129,769
|
6,912,000
|
89.59
|
1.2
|
11.5
|
Completed - retail
|
|
|
|
|
|
- The Warehouse, EC1
|
2,938
|
130,000
|
44.25
|
-4.4
|
5.0
|
- The JJ Mack Building,
EC1
|
3,953
|
100,000
|
50.59
|
2.1
|
15.0
|
Retail Total
|
6,891
|
230,000
|
47.89
|
-0.6
|
9.3
|
Total
|
136,660
|
7,142,000
|
87.23
|
1.1
|
11.5
|
Financial Review
IFRS Performance
|
|
EPRA Performance
|
Loss after tax
£189.8m (2023: £64.5m)
|
EPRA profit
£4.3m (2023: £11.5m)
|
Loss per share (EPS)
154.6p (2023: 52.6p)
|
EPRA EPS
3.5p (2023: 9.4p)
|
Diluted NAV per share
326p (31 March 2023: 489p)
|
EPRA NTA per share
331p (31 March 2023: 493p)
|
Total Accounting Return
-31.7% (2023: -9.4%)
|
|
Total Accounting Return on EPRA
NTA
-31.4% (2023: -12.1%)
|
Overview
The financial results for the year
are dominated by the outward yield movement experienced across the
office sector reflected in investment property valuation losses.
With yields on our completed investment portfolio having moved out
by an average of 95bps in the year, the financial results show a
net valuation loss of £187.1m compared to a loss of £92.8m the
previous year.
Results for the Year
The IFRS loss for the year of
£189.8m (2023: £64.5m) includes revenue from rental income, service
charges and development management fees of £39.9m, offset by direct
costs of £14.5m to give a net property income of £25.4m (2023:
£36.3m). Other income of £0.9m (2023: £nil), from the sub-letting
of part of the Company's head office, was recognised in the year.
There was a net loss on sale and revaluation of investment
properties of £181.2m (2023: £93.3m) and the loss from joint
venture activities was £9.3m (2023: gain of £3.5m). Administrative
expenses of £11.0m (2023: £12.8m) and net finance costs of £7.9m
(2023: £10.9m), were further increased by a loss in the fair value
of derivatives of £5.6m (2023: gain of £12.8m).
The Group holds a significant
proportion of its property assets in joint ventures. As the risks
and rewards of ownership of these underlying properties are the
same as those it wholly owns, Helical supplements its IFRS
disclosure with a "see-through" analysis of alternative performance
measures, which looks through the structure to show the Group's
share of the underlying business.
The see-through results for the
year to 31 March 2024 include net rental income of £25.5m, a net
loss on sale and revaluation of the investment portfolio of £188.6m
and development profits of £0.4m, leading to a Total Property
Return of -£162.7m (2023: -£51.4m). Other income of £0.9m less
total see-through administrative costs of £11.3m (2023: £13.3m) and
see-through net finance costs of £11.1m (2023: £12.0m) plus
see-through losses from the mark-to-market valuation of derivative
financial instruments of £5.6m (2023: gains of £12.8m) contributed
to an IFRS loss of £189.8m (2023: £64.5m).
The Company has proposed a final
dividend of 1.78p per share (2023: 8.70p) which, if approved by
Shareholders at the 2024 AGM, will be payable on 2 August 2024. The
total dividend paid or payable in respect of the year to 31 March
2024 will be 4.83p (2023: 11.75p), a decrease of 59%.
The EPRA net tangible asset value
per share decreased by 32.9% to 331p (31 March 2023:
493p).
The Group's investment portfolio,
including its share of assets held in joint ventures, decreased to
£660.6m (31 March 2023: £839.5m) primarily due to the net loss on
revaluation of the investment portfolio of £187.1m after lease
incentives of £4.1m, offset by capital expenditure on the
investment portfolio of £17.3m.
The Group's see-through loan to
value at 31 March 2024 was 39.5% (31 March 2023: 27.5%). The
Group's weighted average cost of debt at 31 March 2024 was 2.9% (31
March 2023: 3.4%) and the weighted average debt maturity was 2.1
years (31 March 2023: 2.9 years).
At 31 March 2024, the Group had
unutilised bank facilities of £83.8m and cash of £31.7m on a
see-through basis. These are primarily available to fund future
property acquisitions and capital expenditure.
The completion of the sale of 25
Charterhouse Square, EC1 plus the sale of 50% of our development
scheme at 100 New Bridge Street, EC4, following the year end, have
reduced our net borrowings resulting in a pro-forma LTV of
28.7%.
Total Property Return
We calculate our Total Property
Return to enable us to assess the aggregate of income and capital
profits made each year from our property activities. Our business
is primarily aimed at producing surpluses in the value of our
assets through asset management and development, with the income
side of the business seeking to cover our annual administrative and
finance costs.
|
Year to
2024
£m
|
Year
to
2023
£m
|
Year
to
2022
£m
|
Year
to
2021
£m
|
Year
to
2020
£m
|
Total Property Return
|
-162.7
|
-51.4
|
89.5
|
48.6
|
83.9
|
The net rental income, development
profits and net gains on sale and revaluation of our investment
portfolio, which contribute to the Total Property Return, provide
the inputs for our performance as measured by MSCI.
|
Year to
2024
%
|
Year
to
2023
%
|
Year
to
2022
%
|
Year
to
2021
%
|
Year
to
2020
%
|
Helical's unleveraged
portfolio
|
-20.3
|
-5.6
|
10.7
|
7.0
|
9.6
|
See-through Total Accounting
Return
Total Accounting Return is the
growth in the net asset value of the Group plus dividends paid in
the reporting period, expressed as a percentage of the net asset
value at the beginning of the period. The metric measures the
growth in Shareholders' Funds each year and is expressed as an
absolute measure.
|
Year to
2024
%
|
Year
to
2023
%
|
Year
to
2022
%
|
Year
to
2021
%
|
Year
to
2020
%
|
Total Accounting Return on IFRS
net assets
|
-31.7
|
-9.4
|
15.0
|
3.3
|
7.7
|
Total Accounting Return on EPRA
net tangible assets is the growth in the EPRA net tangible asset
value of the Group plus dividends paid in the period, expressed as
a percentage of the EPRA net tangible asset value at the beginning
of the period.
|
Year to
2024
%
|
Year
to
2023
%
|
Year
to
2022
%
|
Year
to
2021
%
|
Year
to
2020
%
|
Total Accounting Return on EPRA
net tangible assets
|
-31.4
|
-12.1
|
10.2
|
4.5
|
9.3
|
Earnings/(Loss) Per
Share
The IFRS loss per share increased
from a loss of 52.6p to a loss of 154.6p and is based on the after
tax loss attributable to ordinary Shareholders divided by the
weighted average number of shares in issue during the
year.
On an EPRA basis, the earnings per
share was 3.5p compared to an earnings per share of 9.4p in 2023,
reflecting the Group's share of net rental income of £25.5m (2023:
£33.5m) and development profits of £0.4m (2023: £3.2m), but
excluding losses on sale and revaluation of investment properties
of £188.6m (2023: £88.1m).
Net Asset Value
IFRS diluted net asset value per
share decreased by 33.3% to 326p per share (31 March 2023: 489p)
and is a measure of Shareholders' Funds divided by the number of
shares in issue at the year end, adjusted to allow for the effect
of all dilutive share awards.
EPRA net tangible asset value per
share decreased by 32.9% to 331p per share (31 March 2023: 493p).
This movement arose principally from a total comprehensive expense
(retained losses) of £189.8m (2023: £64.5m), less £14.4m of
dividends (2023: £13.8m).
EPRA net disposal value per share
decreased by 33.3% to 327p per share (31 March 2023:
490p).
Income Statement
Rental Income and Property
Overheads
Gross rental income, before
adjusting for lease incentives, for the Group in respect of wholly
owned properties decreased to £33.3m (2023: £34.9m).
Offset against gross rental income
are lease incentives of £5.8m reflecting the net reversal of
previously recognised rental income accrued in advance of receipt
(2023: £1.6m). In this year, £2.9m of this adjustment related to
the unexpired lease incentives provided to WeWork which have been
reversed on the termination of their leases during the year.
Overall this resulted in a gross rental income of wholly owned
properties of £27.5m (2023: £33.3m).
|
|
2024
£000
|
2023
£000
|
Gross rental income (excluding
lease incentives)
|
|
33,344
|
34,947
|
Lease incentives
|
|
(5,830)
|
(1,632)
|
Total gross rental income
|
|
27,514
|
33,315
|
Gross rental income in joint
ventures increased to £2.0m (2023: £0.3m).
Property overheads in respect of
wholly owned assets and in respect of those assets in joint
ventures increased to £4.0m (2023: £3.4m) reflecting increased
vacancy in the portfolio.
Overall, see-through net rents
decreased by 23.8% to £25.5m (2023: £33.5m).
The table below demonstrates the
movement of the accrued income balance for rent free periods
granted and the respective rental income adjustment over the four
years to 31 March 2027 on a see-through basis, based on the tenant
leases as at 31 March 2024. The actual adjustment will vary
depending on lease events such as new lettings and early
terminations and future acquisitions or disposals.
|
Accrued
income
£000
|
Adjustment to rental
income
£000
|
Year to 31 March 2024
|
8,816
|
(4,105)
|
Year to 31 March 2025
|
14,293
|
5,477
|
Year to 31 March 2026
|
16,895
|
2,602
|
Year to 31 March 2027
|
15,169
|
(1,726)
|
Rent Collection
|
Year to
31 March
2024
%
|
Rent collected to date
|
99.5
|
Rent concessions
|
0.5
|
At 22 May 2024, the Group had
collected 99.5% of all rent contracted and payable for the
financial year to 31 March 2024.
Development Profits
During the year, there was a
profit of £0.9m on legacy retail schemes at East Ham and
Kingswinford plus development management fees of a further £0.1m
were recognised. These were offset by a write back of the expected
development management promote fee at The JJ Mack Building, EC1 and
other development costs of £1.2m, which led to a net development
loss of £0.2m (2023: profit of £2.0m).
Share of Results of Joint
Ventures
Net rental income recognised in
the year was £0.8m (2023: loss of £0.8m) as a result of the letting
progress at The JJ Mack Building, EC1.
The revaluation of our investment
assets held in joint ventures generated a loss of £5.9m (2023:
surplus of £5.1m). A loss of £1.5m was recognised in respect of the
sale of our retail units at Barts Square, EC1, offset by a profit
on sale of our last remaining residential unit of £0.6m.
Finance, administrative and other
sundry costs totalling £3.5m (2023: £1.5m) were incurred. An
adjustment to reflect our economic interest in the Barts Square,
EC1 development to its recoverable amount generated a profit of
£0.2m (2023: loss of £0.6m), and after a tax charge of £nil (2023:
£nil), there was a net loss from our joint ventures of £9.3m (2023:
profit of £3.5m).
Loss on Sale and Revaluation of
Investment Properties
The deficit on valuation and loss
on sales of our investment portfolio on a see-through basis
resulted in an overall loss on sale and revaluation, including in
joint ventures, of £188.6m (2023: £88.1m).
Administrative Expenses
Recurring administrative costs in
the Group, before performance related awards, decreased 8% from
£9.9m to £9.1m with an additional £0.7m of costs reflecting an
accelerated depreciation of leasehold improvements at our current
head office, in anticipation of our move to new offices later in
the year.
The Group has reviewed all
categories of expenditure, seeking efficiencies and cost reductions
where available with the aim to reduce our overheads by 25% by the
end of March 2025.
Performance related share awards
and bonus payments, before National Insurance costs, decreased to
£1.2m (2023: £2.7m). Of this amount, £1.0m (2023: £1.1m), being the
charge for share awards under the Performance Share Plan, is
expensed through the Income Statement but added back to
Shareholders' Funds through the Statement of Changes in Equity. NIC
incurred in the year on performance related awards was £0.1m (2023:
£0.3m).
In joint ventures, administrative
expenses decreased from £0.5m to £0.3m.
|
2024
£000
|
2023
£000
|
Recurring administrative expenses
(excluding performance related awards)
|
(9,051)
|
(9,845)
|
Accelerated depreciation of
leasehold improvements
|
(680)
|
-
|
Performance related
awards
|
(1,155)
|
(2,702)
|
NIC
|
(125)
|
(288)
|
Group
|
(11,011)
|
(12,835)
|
In joint ventures
|
(338)
|
(459)
|
Total
|
(11,349)
|
(13,294)
|
Finance Costs, Finance Income and
Change in Fair Value of Derivative Financial Instruments
Net finance costs excluding change
in fair value of derivative financial instruments, including joint
ventures, reduced to £11.1m (2023: £12.0m).
Group
|
|
2024
£000
|
2023
£000
|
Interest payable on secured bank
loans
|
|
(5,493)
|
(8,284)
|
Other interest payable and similar
charges
|
|
(3,115)
|
(2,780)
|
Total interest payable before
cancellation of loans
|
|
(8,608)
|
(11,064)
|
Cancellation of loans
|
|
-
|
(128)
|
Total finance costs
|
|
(8,608)
|
(11,192)
|
Finance income
|
|
661
|
274
|
Net finance costs
|
|
(7,947)
|
(10,918)
|
Change in fair value of derivative
financial instruments
|
|
(5,609)
|
12,757
|
Finance costs, finance income and
change in fair value of derivative financial instruments
|
|
(13,556)
|
1,839
|
Joint ventures
|
|
|
|
Interest payable on secured bank
loans
|
|
(3,012)
|
(2,703)
|
Other interest payable and similar
charges
|
|
(211)
|
(203)
|
Interest capitalised
|
|
-
|
1,815
|
Total finance costs
|
|
(3,223)
|
(1,091)
|
Finance income
|
|
43
|
23
|
Net finance costs
|
|
(3,180)
|
(1,068)
|
Total finance costs, finance
income and change in fair value of derivative financial
instruments
|
|
(16,736)
|
771
|
Net finance costs excluding change
in fair value of derivative financial instruments
|
|
(11,127)
|
(11,986)
|
Taxation
The Group elected to become a
REIT, effective from 1 April 2022, and will be exempt from UK
corporation tax on the profit of its property activities that fall
within the REIT regime. Helical will continue to pay corporation
tax on its profits that are not within this regime. There is no
deferred tax charge in the current year.
The current tax charge for the
year was £nil (2023: £nil), with an under provision of £0.2m being
recognised in relation to a prior year, the total tax charge for
the year was £0.2m (2023: £nil).
Dividends
In light of the results for the
year and the fall in EPRA earnings, the Board will be recommending
to Shareholders a reduction in the final dividend to 1.78p (2023:
8.70p) per share, representing the minimum PID payment required
under the REIT regime. This represents an 80% fall on last year. If
approved by Shareholders at the 2024 AGM, the total dividend for
the year will be 4.83p, down 59% on 2023.
Balance Sheet
Shareholders' Funds
Shareholders' Funds at 1 April
2023 were £608.7m. The Group had a loss of £189.8m (2023: £64.5m),
representing the total comprehensive expense for the year.
Movements in reserves arising from the Group's share schemes
resulted in a net deduction of £3.4m. The Company paid dividends to
Shareholders during the year of £14.4m. The net decrease in
Shareholders' Funds from Group activities during the year was
£207.6m to £401.1m.
Investment Portfolio
|
|
Wholly
owned
£000
|
In joint
venture
£000
|
See-through
£000
|
Head
leases capitalised
£000
|
Lease
incentives
£000
|
Book
value
£000
|
Valuation at 31 March
2023
|
693,550
|
145,975
|
839,525
|
6,481
|
(14,172)
|
831,834
|
Capital expenditure
|
- wholly owned
|
16,052
|
-
|
16,052
|
(14)
|
-
|
16,038
|
|
- joint ventures
|
-
|
1,211
|
1,211
|
(31)
|
-
|
1,180
|
Letting costs amortised
|
- wholly owned
|
(168)
|
-
|
(168)
|
-
|
-
|
(168)
|
|
- joint ventures
|
-
|
(70)
|
(70)
|
-
|
-
|
(70)
|
Transfer to assets held for
sale
|
- wholly owned
|
(42,845)
|
-
|
(42,845)
|
(2,105)
|
1,133
|
(43,817)
|
Disposals
|
- joint ventures
|
-
|
(4,676)
|
(4,676)
|
-
|
158
|
(4,518)
|
Revaluation
(deficit)/surplus
|
- wholly owned
|
(186,989)
|
-
|
(186,989)
|
-
|
5,776
|
(181,213)
|
|
- joint ventures
|
-
|
(4,190)
|
(4,190)
|
-
|
(1,743)
|
(5,933)
|
Valuation at 31 March 2024
|
479,600
|
138,250
|
617,850
|
4,331
|
(8,848)
|
613,333
|
The Group expended £17.3m on
capital works across the investment portfolio, at The JJ Mack
Building, EC1 (£1.2m), 100 New Bridge Street, EC4 (£13.6m), The
Bower, EC1 (£0.8m), The Loom, E1 (£0.7m) and The Power House, W4
(£1.0m).
Revaluation losses resulted in a
£191.2m decrease in the see-through fair value of the portfolio,
before lease incentives, to £617.9m (31 March 2023: £839.5m). The
accounting for head leases and lease incentives resulted in a book
value of the see-through investment portfolio of £613.3m (31 March
2023: £831.8m).
Debt and Financial Risk
In total, the see-through
outstanding debt at 31 March 2024 of £296.1m (31 March 2023:
£290.4m) had a weighted average interest cost of 2.9% (31 March
2023: 3.4%) and a weighted average debt maturity of 2.1 years (31
March 2023: 2.9 years).
Debt Profile at 31 March
2024*
|
Total
facility
£000s
|
Total
utilised
£000s
|
Available
facility
£000s
|
Weighted
average
interest
rate
%
|
Average
maturity of facilities
Years
|
£300m Revolving Credit
Facility
|
300,000
|
230,000
|
70,000
|
2.9
|
2.3
|
Total wholly owned
|
300,000
|
230,000
|
70,000
|
2.9
|
2.3
|
In joint ventures
|
69,900
|
66,141
|
3,759
|
2.8
|
1.3
|
Total secured debt
|
369,900
|
296,141
|
73,759
|
2.9
|
2.1
|
Working capital
|
10,000
|
-
|
10,000
|
-
|
-
|
Total unsecured debt
|
10,000
|
-
|
10,000
|
-
|
-
|
Total debt
|
379,900
|
296,141
|
83,759
|
2.9
|
2.1
|
*Including Commitment Fees but
Excluding the Amortisation of Arrangement Fees.
Secured Debt
The Group arranges its secured
investment and development facilities to suit its business needs as
follows:
-
£300m Revolving Credit Facility
The Group cancelled a surplus
£100m of its £400m Revolving Credit Facility in the year. The value
of the Group's properties secured in this facility at 31 March 2024
was £522m (31 March 2023: £693m) with a corresponding loan to value
of 44.0% (31 March 2023: 33.2%). The average maturity of the
facility at 31 March 2024 was 2.3 years (31 March 2023: 3.3
years).
-
Joint Venture Facilities
The Group has a number of
investment and development properties in joint ventures with third
parties and includes our share, in proportion to our economic
interest, of the debt associated with each asset. In the year, the
one year extension on The JJ Mack Building, EC1 facility was
exercised, resulting in an average maturity of the Group's share of
bank facilities in joint ventures at 31 March 2024 of 1.3 years (31
March 2023: 1.3 years) with a weighted average interest rate
of 2.8% (31 March 2023: 4.2%). The average interest rate has
fallen to 2.75% in the year as a result of letting progress and
will reduce to 2.25% once the building is over 90% let.
Unsecured Debt
The Group's unsecured debt is £nil
(31 March 2023: £nil).
Cash and Cash Flow
At 31 March 2024, the Group had
£115.5m (31 March 2023: £244.2m) of cash and agreed, undrawn,
committed bank facilities including its share in joint
ventures.
Net Borrowings and
Gearing
Total gross borrowings of the
Group, including in joint ventures, have increased from £290.4m to
£296.1m during the year to 31 March 2024. After deducting cash
balances of £31.7m (31 March 2023: £54.7m) and unamortised
refinancing costs of £2.8m (31 March 2023: £4.3m), net borrowings
increased from £231.4m to £261.6m. The see-through gearing of the
Group, including in joint ventures, increased from 38.0% to
65.2%.
|
31 March
2024
|
31
March
2023
|
See-through gross
borrowings
|
£296.1m
|
£290.4m
|
See-through cash
balances
|
£31.7m
|
£54.7m
|
Unamortised refinancing
costs
|
£2.8m
|
£4.3m
|
See-through net
borrowings
|
£261.6m
|
£231.4m
|
Shareholders' funds
|
£401.1m
|
£608.7m
|
See-through loan to
value
|
39.5%
|
27.5%
|
Pro-forma see-through
LTV
|
28.7%
|
-
|
See-through gearing - IFRS net
asset value
|
65.2%
|
38.0%
|
Pro-forma see-through gearing -
IFRS net asset value
|
40.3%
|
-
|
Following the sale of 25
Charterhouse Square, EC1 and the sale of a 50% stake in our 100 New
Bridge Street, EC4 development, both completed since 31 March 2024,
our pro-forma see-through development LTV has fallen to 28.7% and
our see-through gearing on our IFRS net asset value to
40.3%.
Hedging
At 31 March 2024, the Group had
£230.0m (31 March 2023: £230.0m) of borrowings protected by
interest rate swaps, with an average effective interest rate of
2.6% (31 March 2023: 2.6%) and average maturity of 2.3 years. In
our joint ventures, the Group's share of fixed rate debt was £66.1m
(31 March 2023: £60.4m) at 0.5% plus margin, which has reduced as a
result of letting progress at The JJ Mack Building, EC1, resulting
in an effective rate at 31 March 2024 of 2.8%.
|
31 March
2024
£m
|
Effective interest
rate
%
|
31
March
2023
£m
|
Effective interest rate
%
|
Fixed rate debt
|
|
|
|
|
- Secured borrowings
|
230.0
|
2.6
|
230.0
|
2.6
|
Total
|
230.0
|
2.6
|
230.0
|
2.6
|
Floating rate debt
|
|
|
|
|
- Secured
|
-
|
-
|
-
|
-
|
Total
|
-
|
2.91
|
-
|
3.11
|
In joint ventures
|
|
|
|
|
- Fixed rate
|
66.1
|
2.82
|
60.4
|
4.22
|
Total borrowings
|
296.1
|
2.9
|
290.4
|
3.4
|
1. This
includes commitment fees on undrawn facilities. Excluding these
would reduce the effective rate to 2.6%.
2. This
includes commitment fees on undrawn facilities. Excluding these
would not impact the effective rate (31 March 2023: reduce to
4.00%).
Tim Murphy
Chief Financial Officer
22 May 2024
Consolidated
Income Statement
For the year to 31 March
2024
|
Notes
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
Revenue
|
3
|
39,905
|
49,848
|
Cost of sales
|
3
|
(14,450)
|
(13,567)
|
Net property income
|
4
|
25,455
|
36,281
|
Share of results of joint
ventures
|
12
|
(9,310)
|
3,494
|
|
|
16,145
|
39,775
|
Gain on sale of investment
properties
|
5
|
-
|
4,564
|
Revaluation of investment
properties
|
11
|
(181,213)
|
(97,854)
|
|
|
(165,068)
|
(53,515)
|
Administrative expenses
|
6
|
(11,011)
|
(12,835)
|
Operating loss
|
|
(176,079)
|
(66,350)
|
Net finance costs and change in
fair value of derivative financial instruments
|
7
|
(13,556)
|
1,839
|
Loss before tax
|
|
(189,635)
|
(64,511)
|
Tax on loss on ordinary
activities
|
8
|
(179)
|
-
|
Loss for the year
|
|
(189,814)
|
(64,511)
|
|
|
|
|
Loss per share
|
10
|
|
|
Basic
|
|
(154.6)p
|
(52.6)p
|
Diluted
|
|
(154.6)p
|
(52.6)p
|
There were no items of
comprehensive income in the current or prior year other than the
loss for the year and, accordingly, no Statement of Comprehensive
Income is presented.
Consolidated Balance
Sheet
At 31 March 2024
|
Notes
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Non-current assets
|
|
|
|
|
Investment properties
|
11
|
|
472,522
|
681,682
|
Owner occupied property, plant and
equipment
|
|
|
3,569
|
4,351
|
Investment in joint
ventures
|
12
|
|
73,923
|
87,330
|
Other investments
|
13
|
|
565
|
353
|
Derivative financial instruments
|
21
|
|
17,635
|
23,245
|
Trade and other
receivables
|
16
|
|
1,252
|
-
|
|
|
|
569,466
|
796,961
|
Current assets
|
|
|
|
|
Land and developments
|
14
|
|
28
|
28
|
Assets held for sale
|
15
|
|
42,761
|
-
|
Corporation tax
receivable
|
|
|
-
|
7
|
Trade and other
receivables
|
16
|
|
16,981
|
24,935
|
Cash and cash
equivalents
|
17
|
|
28,633
|
50,925
|
|
|
|
88,403
|
75,895
|
Total assets
|
|
|
657,869
|
872,856
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
18
|
|
(24,886)
|
(31,232)
|
Lease liability
|
19
|
|
(829)
|
(683)
|
|
|
|
(25,715)
|
(31,915)
|
Non-current liabilities
|
|
|
|
|
Borrowings
|
20
|
|
(227,634)
|
(226,677)
|
Lease liability
|
19
|
|
(3,445)
|
(5,589)
|
|
|
|
(231,079)
|
(232,266)
|
Total liabilities
|
|
|
(256,794)
|
(264,181)
|
|
|
|
|
|
Net assets
|
|
|
401,075
|
608,675
|
|
|
|
|
|
Equity
|
|
|
|
|
Called-up share capital
|
22
|
|
1,233
|
1,233
|
Share premium account
|
|
|
116,619
|
116,619
|
Revaluation reserve
|
|
|
(134,797)
|
46,416
|
Capital redemption
reserve
|
|
|
7,743
|
7,743
|
Own shares held
|
|
|
(1,274)
|
(848)
|
Other reserves
|
|
|
291
|
291
|
Retained earnings
|
|
|
411,260
|
437,221
|
Total equity
|
|
|
401,075
|
608,675
|
Consolidated
Cash Flow Statement
For the year to 31 March
2024
|
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
Cash flows from operating activities
|
|
|
|
Loss before tax
|
|
(189,635)
|
(64,511)
|
Adjustment for:
|
|
|
|
Depreciation
|
|
1,506
|
798
|
Revaluation deficit on investment
properties
|
|
181,213
|
97,854
|
Letting cost
amortisation
|
|
168
|
200
|
Gain on sale of investment
properties
|
|
-
|
(4,564)
|
Profit on sale of plant and
equipment
|
|
(29)
|
(18)
|
Net financing costs
|
|
7,947
|
10,918
|
Change in value of derivative
financial instruments
|
|
5,609
|
(12,757)
|
Share based payments
charge
|
|
1,039
|
1,073
|
Share of results of joint
ventures
|
|
9,310
|
(3,494)
|
Gain on sub-let of 5 Hanover
Square
|
|
(902)
|
-
|
Cash inflows from operations before changes in working
capital
|
|
16,226
|
25,499
|
Change in trade and other
receivables
|
|
9,555
|
(3,560)
|
Change in land, developments and
trading properties
|
|
-
|
2,061
|
Change in trade and other
payables
|
|
(6,581)
|
(11,477)
|
Cash inflows generated from operations
|
|
19,200
|
12,523
|
Finance costs
|
|
(7,587)
|
(12,361)
|
Finance income
|
|
661
|
274
|
Tax received
|
|
-
|
331
|
|
|
(6,926)
|
(11,756)
|
Net cash generated from operating activities
|
|
12,274
|
767
|
Cash flows from investing activities
|
|
|
|
Additions to investment
property
|
|
(16,038)
|
(10,509)
|
Net purchase of other
investments
|
|
(212)
|
(47)
|
Net proceeds from sale of
investment property
|
|
-
|
186,541
|
(Investments in)/returns from
joint ventures and subsidiaries
|
|
(3,861)
|
3,323
|
Dividends from joint
ventures
|
|
5,666
|
13,446
|
Sale of plant and
equipment
|
|
30
|
48
|
Purchase of leasehold
improvements, plant and equipment
|
|
(618)
|
(548)
|
Net cash (used by)/generated from investing
activities
|
|
(15,033)
|
192,254
|
Cash flows from financing activities
|
|
|
|
Borrowings repaid
|
|
-
|
(170,000)
|
Finance lease
repayments
|
|
(708)
|
(659)
|
Shares issued
|
|
-
|
10
|
Purchase of own shares
|
|
(4,402)
|
(1,089)
|
Equity dividends paid
|
|
(14,423)
|
(13,842)
|
Net cash used by financing activities
|
|
(19,533)
|
(185,580)
|
Net (decrease)/increase in cash and cash
equivalents
|
|
(22,292)
|
7,441
|
Cash and cash equivalents at start
of year
|
|
50,925
|
43,484
|
Cash and cash equivalents at end of year
|
|
28,633
|
50,925
|
Consolidated
Statement of Changes in Equity
At 31 March 2024
|
Share
capital
£000
|
Share
premium
£000
|
Revaluation
reserve
£000
|
Capital
redemption
reserve
£000
|
Own shares
held
£000
|
Other
reserves
£000
|
Retained
earnings
£000
|
Total
£000
|
At 31 March 2022
|
1,223
|
112,654
|
197,627
|
7,743
|
-
|
291
|
367,505
|
687,043
|
Total comprehensive
expense
|
-
|
-
|
-
|
-
|
-
|
-
|
(64,511)
|
(64,511)
|
Revaluation deficit
|
-
|
-
|
(97,854)
|
-
|
-
|
-
|
97,854
|
-
|
Realised on disposals
|
-
|
-
|
(53,357)
|
-
|
-
|
-
|
53,357
|
-
|
|
|
|
|
|
|
|
|
|
Transactions with
owners
|
|
|
|
|
|
|
|
|
- Issued share capital
|
10
|
3,965
|
-
|
-
|
-
|
-
|
-
|
3,975
|
- Performance Share
Plan
|
-
|
-
|
-
|
-
|
-
|
-
|
1,073
|
1,073
|
- Purchase of own
shares
|
-
|
-
|
-
|
-
|
(848)
|
-
|
-
|
(848)
|
- Share settled Performance Share
Plan
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,536)
|
(3,536)
|
- Share settled bonus
|
-
|
-
|
-
|
-
|
-
|
-
|
(439)
|
(439)
|
- Revaluation deficit on valuation
of shares
|
-
|
-
|
-
|
-
|
-
|
-
|
(240)
|
(240)
|
- Dividends paid
|
-
|
-
|
-
|
-
|
-
|
-
|
(13,842)
|
(13,842)
|
Total transactions with
owners
|
10
|
3,985
|
-
|
-
|
(848)
|
-
|
(16,984)
|
(13,857)
|
|
|
|
|
|
|
|
|
|
At 31 March 2023
|
1,233
|
116,619
|
46,416
|
7,743
|
(848)
|
291
|
437,221
|
608,675
|
Total comprehensive
expense
|
-
|
-
|
-
|
-
|
-
|
-
|
(189,814)
|
(189,814)
|
Revaluation deficit
|
-
|
-
|
(181,213)
|
-
|
-
|
-
|
181,213
|
-
|
|
|
|
|
|
|
|
|
|
Transactions with
owners
|
|
|
|
|
|
|
|
|
- Performance Share
Plan
|
-
|
-
|
-
|
-
|
-
|
-
|
1,039
|
1,039
|
- Purchase of own
shares
|
-
|
-
|
-
|
-
|
(4,402)
|
-
|
-
|
(4,402)
|
- Share settled Performance Share
Plan
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
- PSP vesting
|
-
|
-
|
-
|
-
|
2,352
|
-
|
(2,352)
|
-
|
- Share settled bonus
|
-
|
-
|
-
|
-
|
1,223
|
-
|
(1,223)
|
-
|
- Revaluation deficit on valuation
of shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
- Dividends paid
|
-
|
-
|
-
|
-
|
-
|
-
|
(14,423)
|
(14,423)
|
Total transactions with
owners
|
-
|
-
|
-
|
-
|
(827)
|
-
|
(16,959)
|
(17,786)
|
|
|
|
|
|
|
|
|
|
At 31 March 2024
|
1,233
|
116,619
|
(134,797)
|
7,743
|
(1,675)
|
291
|
411,661
|
401,075
|
|
|
|
|
|
|
|
|
|
|
Notes to the Full Year
Results
1. Basis of
Preparation
These financial statements have
been prepared using the recognition and measurement principles of
UK adopted International Accounting Standards in conforming with
the Companies Act 2006.
The financial statements have been
prepared in Sterling (rounded to the nearest thousand) under the
historical cost convention as modified by the revaluation of
investment properties and certain financial instruments.
The financial information set out
in this preliminary announcement does not constitute statutory
accounts as defined in section 434 of the Companies Act 2006 but
has been derived from the Company's audited statutory accounts for
the year ended 31 March 2024. These accounts will be delivered to
the Registrar of Companies following the Annual General Meeting.
The auditor's opinion on the 2024 accounts was unqualified and did
not contain a statement under section 498(2) or (3) of the
Companies Act 2006.
The principal accounting policies
of the Group are consistent with those applied in the year to 31
March 2023. The Group Annual Report and Financial Statements for
2023 are available at Companies House or on the Group's
website.
Amendments to standards and
interpretations which are mandatory for the year ended 31 March
2024 are detailed below, however none of these have had a material
impact on the financial statements:
· Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure
of Accounting Policies (effective for periods beginning on or after
1 January 2023);
· Amendments to IAS 8 Definition of Accounting Estimates
(effective for periods beginning on or after 1 January 2023);
and
· Amendments to IFRS 17 Insurance Contracts (effective for
periods beginning on or after 1 January 2023).
The following standards,
interpretations and amendments have been issued but are not yet
effective and will be adopted at the point they are
effective:
· Amendments to IFRS 16 Lease liability in a sale and leaseback
(effective for periods beginning on or after 1 January
2024);
· Amendments to IAS 1 Classification of Liabilities as Current
or Non-current (effective for periods beginning on or after 1
January 2024); and
· Amendments to IFRS 10 and IAS 28 Sale or contribution of
assets between an investor and its associate or joint venture
(effective for periods beginning on or after 31 December
2023).
Going Concern
The Directors have considered the
appropriateness of adopting a going concern basis in preparing the
financial statements. Their assessment is based on forecasts to
September 2025, with sensitivity testing undertaken to replicate
severe but plausible downside scenarios related to the principal
risks and uncertainties associated with the business.
The key assumptions
used in the review are summarised
below:
• The Group's rental
income receipts were modelled for each tenant on an individual
basis;
• Existing loan
facilities remain available;
• Certain property
disposals are assumed in line with the individual asset business
plans; and
• Free cash is
utilised where necessary to repay debt/cure bank facility
covenants.
Compliance with the financial
covenants of the Group's main debt facility, its £300m Revolving
Credit Facility, was the Directors' key area of review, with
particular focus on the following three covenants:
• Loan to Value
("LTV") - the ratio of the drawn loan amount to the value of the
secured property as a percentage;
• Loan to Rent Value
("LRV") - the ratio of the loan to the projected contractual net
rental income for the next 12 months; and
• Projected Net
Rental Interest Cover Ratio ("ICR") - the ratio of projected net
rental income to projected finance costs.
The April 2024 compliance position
for these covenants is summarised below:
Covenant
|
Requirement
|
Actual
|
LTV
|
<65%
|
44%
|
LRV
|
<12.0x/15.0x*
|
10.17x
|
ICR
|
>150%
|
726%
|
*15 times applies up to but not
including the January 2025 interest payment date.
The results of this review
demonstrated the following:
• The forecasts show that
all bank facility financial covenants will be met throughout the
review period, with headroom to withstand a 16% fall in contracted
rental income;
• Property values
could fall by 14% before loan to value covenants come under
pressure; and
• Additional asset
sales could be utilised to generate cash to repay debt, materially
increasing covenant headroom.
Based on this analysis, the
Directors have adopted a going concern basis in preparing the
accounts for the year ended 31 March 2024.
Use of Judgements and
Estimates
To be able to prepare accounts
according to accounting principles, management must make estimates
and assumptions that affect the assets and liabilities and revenue
and expense amounts recorded in the financial statements. These
estimates are based on historical experience and other assumptions
that management and the Board of Directors believe are reasonable
under the particular circumstances. The results of these
considerations form the basis for making judgements about the
carrying value of assets and liabilities that are not readily
available from other sources.
Areas requiring the use of
critical judgements and estimates that may significantly impact the
Group's earnings and financial position are:
Significant Judgements
The key areas are discussed
below:
· Consideration of the nature of joint arrangements. In the
context of IFRS 10 Consolidated
Financial Statements, this involves determination of where
the control lies and whether either party has the power to vary its
returns from the arrangements. In particular, significant
judgement is exercised where the
shareholding of the Group is not 50% (Note 12).
· Classification of 25 Charterhouse Square, EC1 as an asset
held for sale as its sale was considered "highly probable" at 31
March 2024 (see Note 15).
Key Sources of Estimation
Uncertainty
The key area is discussed
below:
· Valuation of investment properties. Discussion of the
sensitivity of these valuations to changes in the equivalent yields
and rental values is included in Note 11.
Consideration has been given to
climate risk but it has been concluded that it does not give rise
to material new sources of estimation uncertainty.
2. Revenue from Contracts
with Customers
|
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
Development property
income
|
|
711
|
4,921
|
Service charge income
|
|
10,689
|
8,372
|
Other revenue
|
|
991
|
-
|
Total revenue from contracts with
customers
|
|
12,391
|
13,293
|
The total revenue from contracts
with customers is the revenue recognised in accordance with IFRS 15
Revenue from Contracts with
Customers.
Impairment of contract assets of £23,000 was recognised in the
year to 31 March 2024 (2023: £5,000).
3. Segmental
Information
IFRS 8 Operating Segments requires the
identification of the Group's operating segments, which are defined
as being discrete components of the Group's operations whose
results are regularly reviewed by the Chief Operating Decision
Maker (being the Chief Executive) to allocate resources to those
segments and to assess their performance.
The Group divides its business
into the following segments:
Investment properties, which are
owned or leased by the Group for long-term income and for capital
appreciation; and
Development properties, which
include sites, developments in the course of construction,
completed developments available for sale, and pre-sold
developments.
Revenue
|
Investments
Year to
31.03.24
£000
|
Developments
Year to
31.03.24
£000
|
Total
Year to
31.03.24
£000
|
Investments Year to
31.03.23
£000
|
Developments
Year
to
31.03.23
£000
|
Total
Year
to
31.03.23
£000
|
Gross rental income
|
27,514
|
-
|
27,514
|
36,555
|
-
|
36,555
|
Development property
income
|
-
|
711
|
711
|
-
|
4,921
|
4,921
|
Service charge income
|
10,689
|
-
|
10,689
|
8,372
|
-
|
8,372
|
Other revenue
|
991
|
-
|
991
|
-
|
-
|
-
|
Revenue
|
39,194
|
711
|
39,905
|
44,927
|
4,921
|
49,848
|
Cost of sales
|
Investments
Year to
31.03.24
£000
|
Developments
Year to
31.03.24
£000
|
Total
Year to
31.03.24
£000
|
Investments Year to
31.03.23
£000
|
Developments
Year
to
31.03.23
£000
|
Total
Year
to
31.03.23
£000
|
Head rents payable
|
(224)
|
-
|
(224)
|
(157)
|
-
|
(157)
|
Property overheads
|
(2,580)
|
-
|
(2,580)
|
(2,092)
|
-
|
(2,092)
|
Service charge expense
|
(10,689)
|
-
|
(10,689)
|
(8,372)
|
-
|
(8,372)
|
Development cost of
sales
|
-
|
(922)
|
(922)
|
-
|
(2,915)
|
(2,915)
|
Development sales
expenses
|
-
|
(35)
|
(35)
|
-
|
(1)
|
(1)
|
Provision
|
-
|
-
|
-
|
-
|
(30)
|
(30)
|
Cost of sales
|
(13,493)
|
(957)
|
(14,450)
|
(10,621)
|
(2,946)
|
(13,567)
|
Loss before tax
|
Investments
Year to
31.03.24
£000
|
Developments
Year to
31.03.24
£000
|
Total
Year to
31.03.24
£000
|
Investments
Year
to
31.03.23
£000
|
Developments
Year
to
31.03.23
£000
|
Total
Year
to
31.03.23
£000
|
Net property income
|
25,701
|
(246)
|
25,455
|
34,306
|
1,975
|
36,281
|
Share of results of joint
ventures
|
(9,969)
|
659
|
(9,310)
|
4,867
|
(1,373)
|
3,494
|
Loss on sale and revaluation of
investment properties
|
(181,213)
|
-
|
(181,213)
|
(93,290)
|
-
|
(93,290)
|
Segmental (loss)/profit
|
(165,481)
|
413
|
(165,068)
|
(54,117)
|
602
|
(53,515)
|
Administrative expenses
|
|
|
(11,011)
|
|
|
(12,835)
|
Net finance costs
|
|
|
(7,947)
|
|
|
(10,918)
|
Change in fair value of derivative
financial instruments
|
|
|
(5,609)
|
|
|
12,757
|
Loss before tax
|
|
|
(189,635)
|
|
|
(64,511)
|
Net assets
|
Investments
at
31.03.24
£000
|
Developments
at
31.03.24
£000
|
Total
at
31.03.24
£000
|
Investments
at
31.03.23
£000
|
Developments
at
31.03.23
£000
|
Total
at
31.03.23
£000
|
Investment properties
|
472,522
|
-
|
472,522
|
681,682
|
-
|
681,682
|
Land and developments
|
-
|
28
|
28
|
-
|
28
|
28
|
Assets held for sale
|
42,761
|
-
|
42,761
|
-
|
-
|
-
|
Investment in joint
ventures
|
71,528
|
2,395
|
73,923
|
84,255
|
3,075
|
87,330
|
|
586,811
|
2,423
|
589,234
|
765,937
|
3,103
|
769,040
|
Other assets
|
|
|
68,635
|
|
|
103,816
|
Total assets
|
|
|
657,869
|
|
|
872,856
|
Liabilities
|
|
|
(256,794)
|
|
|
(264,181)
|
Net assets
|
|
|
401,075
|
|
|
608,675
|
4. Net Property
Income
|
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
Gross rental income
|
|
27,514
|
36,555
|
Head rents payable
|
|
(224)
|
(157)
|
Property overheads
|
|
(2,580)
|
(2,092)
|
Net rental income
|
|
24,710
|
34,306
|
Development property
income
|
|
711
|
4,921
|
Development cost of
sales
|
|
(922)
|
(2,915)
|
Sales expenses
|
|
(35)
|
(1)
|
Provision
|
|
-
|
(30)
|
Development property
(loss)/profit
|
|
(246)
|
1,975
|
Other revenue
|
|
991
|
-
|
Net property income
|
|
25,455
|
36,281
|
Included within Gross rental
income above is an adjustment of £5,830,000 being a net release of
previously accrued income (2023: recognition of accrued income of
£1,609,000). Included within gross rental income are dilapidation
receipts of £1,490,000 (2023: £45,000).
5. Profit on Sale of
Investment Properties
|
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
Net proceeds from the sale of
investment properties
|
|
-
|
186,541
|
Book value (Note 11)
|
|
-
|
(169,570)
|
Tenants' incentives on sold
investment properties
|
|
-
|
(12,407)
|
Profit on sale of investment
properties
|
|
-
|
4,564
|
6. Administrative
Expenses
|
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
Administrative costs
|
|
(9,731)
|
(9,845)
|
Performance related awards,
including annual bonuses
|
|
(1,155)
|
(2,702)
|
National Insurance on performance
related awards
|
|
(125)
|
(288)
|
Administrative expenses
|
|
(11,011)
|
(12,835)
|
7. Net Finance Costs and
Change in Fair Value of Derivative Financial Instruments
|
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
Interest payable on bank loans and
overdrafts
|
|
(5,493)
|
(8,284)
|
Other interest payable and similar
charges
|
|
(3,115)
|
(2,780)
|
Total before cancellation of
loans
|
|
(8,608)
|
(11,064)
|
Cancellation of loans
|
|
-
|
(128)
|
Finance costs
|
|
(8,608)
|
(11,192)
|
Finance income
|
|
661
|
274
|
Net finance costs
|
|
(7,947)
|
(10,918)
|
Change in fair value of derivative
financial instruments
|
|
(5,609)
|
12,757
|
Net finance costs and change in
fair value of derivative financial instruments
|
|
(13,556)
|
1,839
|
8. Tax on Profit on
Ordinary Activities
|
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
The tax charge is based on the
profit for the year and represents:
|
|
United Kingdom corporation tax at
25% (2023: 19%)
|
|
|
|
- Adjustment in respect of prior
years
|
|
(179)
|
-
|
- Use of tax losses
|
|
-
|
-
|
Current tax charge
|
|
(179)
|
-
|
|
|
|
|
Deferred tax
|
|
-
|
-
|
Total tax charge for
year
|
|
(179)
|
-
|
The Group became a UK REIT on 1
April 2022. As a REIT, the Group is not subject to corporation tax
on the profits of its property rental business and chargeable gains
arising on the disposal of investment assets used in the property
rental business, but remains subject to tax on profits and
chargeable gains arising from non-REIT business
activities.
Since entering the REIT regime, no
deferred tax assets and liabilities have been recognised on the
basis that they are either associated with the tax-exempt property
business or are deferred tax assets of the non-property business
that are no longer recognised on the basis that it is no longer
probable that sufficient taxable profits will be generated in the
non-property business in the future against which these assets
could be offset.
On the basis that the Group
continues to meet the REIT regime conditions, there has been no
change to the position regarding recognition of deferred tax assets
and liabilities in the year ended 31 March 2024. At 31 March 2024,
no deferred tax was recognised (31 March 2023: £nil).
9. Dividends
|
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
Attributable to equity share
capital
|
|
|
|
Ordinary
|
|
|
|
- Interim paid 3.05p per share
(2023: 3.05p)
|
|
3,744
|
3,750
|
- Prior year final paid 8.70p per
share (2022: 8.25p)
|
|
10,679
|
10,092
|
|
|
14,423
|
13,842
|
A final dividend of 1.78p, if
approved at the AGM on 17 July 2024, will be paid on 2 August 2024
to the Shareholders on the register on 28 June 2024. This final
dividend, amounting to £2.2m, has not been included as a liability
as at 31 March 2024, in accordance with IFRS.
10. Earnings Per
Share
The calculation of the basic
earnings per share is based on the earnings attributable to
ordinary shareholders divided by the weighted average number of
shares in issue during the year. This is a different basis to the
net asset per share calculations which are based on the number of
shares at the year end.
The calculation of diluted
earnings per share is based on the basic earnings per share,
adjusted to allow for the issue of shares and the post tax effect
of dividends on the assumed exercise of all dilutive share
awards.
The earnings per share is
calculated in accordance with IAS 33 Earnings per Share and the best
practice recommendations of the European Public Real Estate
Association ("EPRA").
Reconciliations of the earnings
and weighted average number of shares used in the calculations are
set out below:
|
|
Year to
31 March
2024
000
|
Year
to
31
March
2023
000
|
Ordinary shares in
issue
|
|
123,355
|
123,355
|
Weighting adjustment
|
|
(602)
|
(613)
|
Weighted average ordinary shares
in issue for calculation of basic and EPRA earnings per
share
|
|
122,753
|
122,742
|
Weighted average ordinary shares
issued on share settled bonuses
|
|
154
|
561
|
Weighted average ordinary shares
to be issued under Performance Share Plan
|
|
-
|
846
|
Adjustment for anti-dilutive
shares
|
|
(154)
|
(1,407)
|
Weighted average ordinary shares
in issue for calculation of diluted loss per share
|
|
122,753
|
122,742
|
|
|
£000
|
£000
|
Loss used for calculation of basic
and diluted earnings per share
|
|
(189,814)
|
(64,511)
|
Basic loss per share
|
|
(154.6)p
|
(52.6)p
|
Diluted loss per share
|
|
(154.6)p
|
(52.6)p
|
|
|
£000
|
£000
|
Loss used for calculation of basic
and diluted earnings per share
|
|
(189,814)
|
(64,511)
|
Net loss/(gain) on sale and
revaluation of investment properties
|
|
|
|
|
- subsidiaries
|
181,213
|
93,290
|
|
- joint ventures
|
7,401
|
(5,161)
|
Tax on profit on disposal of
investment properties
|
|
-
|
463
|
(Gain)/loss on movement in share
of joint ventures
|
|
(155)
|
564
|
Fair value movement on derivative
financial instruments
|
|
5,609
|
(12,757)
|
Expense on cancellation of
loans
|
|
-
|
128
|
Deferred tax on adjusting
items
|
|
-
|
(503)
|
Earnings used for calculations of
EPRA earnings per share
|
|
4,254
|
11,513
|
|
|
|
|
EPRA earnings per share
|
|
3.5p
|
9.4p
|
The earnings used for the
calculation of EPRA earnings per share include net rental income
and development property profits but exclude investment and trading
property gains.
11. Investment
Properties
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Book value at 1 April
|
|
681,682
|
938,797
|
Additions at cost
|
|
16,038
|
10,509
|
Disposals
|
|
-
|
(169,570)
|
Transfer to assets held for
sale
|
|
(43,817)
|
-
|
Letting cost
amortisation
|
|
(168)
|
(200)
|
Revaluation deficit
|
|
(181,213)
|
(97,854)
|
As at year end
|
|
472,522
|
681,682
|
The fair value of the investment
properties is as follows:
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Book value
|
|
472,522
|
681,682
|
Lease incentives and costs
included in trade and other receivables
|
|
7,078
|
13,987
|
Head leases capitalised
|
|
-
|
(2,119)
|
Fair value
|
|
479,600
|
693,550
|
Interest capitalised in respect of
the refurbishment of investment properties at 31 March 2024
amounted to £8,271,000 (31 March 2023: £9,620,000). Interest
capitalised during the year in respect of the refurbishment of
investment properties amounted to £nil (31 March 2023: £nil). An
amount of £nil (31 March 2023: £3,482,000) was released on the sale
of the properties in the year and an amount of £1,349,000 (31 March
2023: £nil) was released as a result of an asset being transferred
to assets held for sale.
The historical cost of investment
property is £608,010,000 (31 March 2023: £633,237,000). The
anticipated capital expenditure included in valuations reflects our
commitment to achieving the highest standards of sustainability.
Any capex contractually committed is included in Note
29.
The fair value of the Group's
investment property as at 31 March 2024 was determined by
independent external valuers at that date, except for investment
properties valued by the Directors. The valuations are in
accordance with the RICS Valuation - Professional Standards ("The
Red Book") and the International Valuation Standards and were
arrived at by reference to market transactions for similar
properties.
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Cushman & Wakefield
LLP
|
|
479,450
|
693,400
|
Director's valuation
|
|
150
|
150
|
|
|
479,600
|
693,550
|
Fair values for investment
properties are calculated using the present value income approach.
The main assumptions underlying the valuations are in relation to
rent profile and yields as discussed below. A key driver of the
property valuations is the terms of the leases in place at the
valuation date. These determine the cash flow profile of the
property for a number of years. The valuation assumes adjustments
from these rental values to current market rent at the time of the
next rent review (where a typical lease allows only for upward
adjustment) and as leases expire and are replaced by new leases.
The current market level of rent is assessed based on evidence
provided by the most recent relevant leasing transactions and
negotiations. The equivalent yield is applied as a discount rate to
the rental cash flows which, after taking into account other input
assumptions such as vacancies and costs, generates the market value
of the property.
The equivalent yield applied is
assessed by reference to market transactions for similar properties
and takes into account, amongst other things, any risks associated
with the rent uplift assumptions.
The net initial yield is
calculated as the current net income over the gross market value of
the asset and is used as a sense check and to compare against
market transactions for similar properties. The valuation outputs,
along with inputs and assumptions, are reviewed to ensure these are
in line with what a market participant would use when pricing each
asset.
The reversionary yield is the
return received from an asset once the estimated rental value has
been captured on today's assessment of market value.
There are interrelationships
between all the inputs as they are determined by market conditions.
The existence of an increase in more than one input would be to
magnify the input on the valuation. The impact on the valuation
will be mitigated by the interrelationship of two inputs in
opposite directions.
A sensitivity analysis was
performed to ascertain the impact of a 25 and 50 basis point shift
in the equivalent yield and a 2.5% and 5% shift in ERVs for the
wholly owned investment portfolio:
|
At
31 March
|
Change in portfolio
value
|
|
2024
|
%
|
£000
|
True equivalent yield
|
7.05%
|
|
|
+ 50 bps
|
|
(10.4)
|
(54,300)
|
+ 25 bps
|
|
(5.4)
|
(28,200)
|
- 25 bps
|
|
5.9
|
30,800
|
- 50 bps
|
|
12.3
|
64,400
|
ERV
|
£72.71 psf
|
|
|
+ 5.00%
|
|
5.6
|
29,500
|
+ 2.50%
|
|
2.8
|
14,700
|
- 2.50%
|
|
(2.7)
|
(14,300)
|
- 5.00%
|
|
(5.4)
|
(28,300)
|
12. Joint
Ventures
Share of results of joint ventures
|
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
Revenue
|
|
2,559
|
10,141
|
Gross rental income
|
|
2,004
|
287
|
Property overheads
|
|
(1,209)
|
(1,103)
|
Net rental expense
|
|
795
|
(816)
|
Revaluation of investment
properties
|
|
(5,933)
|
5,095
|
(Loss)/gain on sale of investment
properties
|
|
(1,468)
|
66
|
Development property
profit
|
|
659
|
1,262
|
|
|
(5,947)
|
5,607
|
Administrative expenses
|
|
(338)
|
(459)
|
Operating (loss)/profit
|
|
(6,285)
|
5,148
|
Interest payable on bank loans and
overdrafts
|
|
(3,012)
|
(2,703)
|
Other interest payable and similar
charges
|
|
(211)
|
(203)
|
Interest capitalised
|
|
-
|
1,815
|
Finance income
|
|
43
|
23
|
(Loss)/profit before tax
|
|
(9,465)
|
4,080
|
Tax
|
|
1
|
(22)
|
(Loss)/profit after tax
|
|
(9,464)
|
4,058
|
Adjustment for Barts Square
economic interest¹
|
|
154
|
(564)
|
Share of results of joint ventures
|
|
(9,310)
|
3,494
|
1. This
adjustment reflects the impact of the consolidation of a joint
venture at its economic interest of 50% (31 March 2023: 50%) rather
than its actual ownership interest of 33%.
Investment in joint ventures
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Summarised balance sheets
|
|
|
|
Non-current assets
|
|
|
|
Investment properties
|
|
140,811
|
150,151
|
Owner occupied property, plant and
equipment
|
|
63
|
109
|
|
|
140,874
|
150,260
|
Current assets
|
|
|
|
Land and developments
|
|
1,321
|
539
|
Trade and other
receivables
|
|
3,034
|
727
|
Cash and cash
equivalents
|
|
3,064
|
3,749
|
|
|
7,419
|
5,015
|
Current liabilities
|
|
|
|
Trade and other
payables
|
|
(4,254)
|
(3,332)
|
|
|
(4,254)
|
(3,332)
|
Non-current liabilities
|
|
|
|
Trade and other
payables
|
|
(1,155)
|
(406)
|
Borrowings
|
|
(65,644)
|
(59,416)
|
Leasehold interest
|
|
(5,020)
|
(4,927)
|
|
|
(71,819)
|
(64,749)
|
Net assets pre-adjustment
|
|
72,220
|
87,194
|
Acquisition costs
|
|
1,703
|
136
|
Investment in joint ventures
|
|
73,923
|
87,330
|
The fair value of investment
properties in joint ventures at 31 March 2024 is as
follows:
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Book value
|
|
140,811
|
150,151
|
Lease incentives and costs
included in trade and other receivables
|
|
1,770
|
185
|
Head leases capitalised
|
|
(4,331)
|
(4,361)
|
Fair value
|
|
138,250
|
145,975
|
13. Other
Investments
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Book value at 1 April
|
|
353
|
306
|
Acquisitions
|
|
212
|
47
|
As at 31 March
|
|
565
|
353
|
On 6 August 2021, the Group
entered into a commitment of £1,000,000 to invest in the Pi Labs
European PropTech venture capital fund ("Fund") of which £212,000
(31 March 2023: £47,000) was invested during the year. The Fund is
focused on investing in the next generation of proptech
businesses.
The fair value of the Group's
investment is based on the net asset value of the Fund,
representing Level 3 fair value measurement as defined in IFRS 13
Fair Value
Measurement.
14. Land and
Developments
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
At 1 April
|
|
28
|
2,089
|
Disposals
|
|
-
|
(2,031)
|
Provision
|
|
-
|
(30)
|
At 31 March
|
|
28
|
28
|
The Directors' valuation of development stock shows a surplus of
£302,000 (31 March 2023: £302,000) above book value. This surplus
has been included in the EPRA net tangible asset value (Note
23).
No interest has been capitalised
or included in land and developments.
15. Assets Held for
Sale
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Book value on transfer to asset
held for sale
|
|
43,817
|
-
|
Lease incentives
|
|
1,133
|
-
|
Long leasehold
liability
|
|
(2,189)
|
-
|
At 31 March
|
|
42,761
|
-
|
16. Trade and Other
Receivables
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Trade receivables
|
|
2,111
|
2,517
|
Other receivables
|
|
3,601
|
752
|
Prepayments
|
|
4,103
|
1,990
|
Accrued income
|
|
7,166
|
19,676
|
Current trade and other
receivables
|
|
16,981
|
24,935
|
Other receivables
|
|
1,252
|
-
|
Non-current trade and other
receivable
|
|
1,252
|
-
|
Total trade and other
receivables
|
|
18,233
|
24,935
|
Included in accrued income are
lease incentives of £7,078,000 (31 March 2023:
£13,987,000).
17. Cash and Cash
Equivalents
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Cash held at managing
agents
|
|
4,914
|
4,156
|
Rental deposits
|
|
7,828
|
9,069
|
Restricted cash
|
|
3,880
|
9,495
|
Cash deposits
|
|
12,011
|
28,205
|
Total cash and cash
equivalents
|
|
28,633
|
50,925
|
Restricted cash is made up of cash
held by solicitors and cash in restricted accounts.
18. Trade and Other
Payables
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Trade payables
|
|
13,497
|
15,212
|
Other payables
|
|
1,252
|
2,136
|
Accruals
|
|
5,101
|
5,404
|
Deferred income
|
|
5,036
|
8,480
|
Total trade and other
payables
|
|
24,886
|
31,232
|
19. Lease
Liability
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Current lease liability
|
|
829
|
683
|
Non-current lease
liability
|
|
3,445
|
5,589
|
Included within the lease
liability are £829,000 (31 March 2023: £683,000) of current and
£3,445,000
(31 March 2023: £3,399,000) of non-current lease liabilities which
relate to the long leasehold of the Group's head office.
20. Borrowings
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Current borrowings
|
|
-
|
-
|
Borrowings repayable
within:
|
|
|
|
- two to three years
|
|
227,634
|
-
|
- three to four years
|
|
-
|
226,677
|
Non-current borrowings
|
|
227,634
|
226,677
|
Total borrowings
|
|
227,634
|
226,677
|
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Total borrowings
|
|
227,634
|
226,677
|
Cash
|
|
(28,633)
|
(50,925)
|
Net borrowings
|
|
199,001
|
175,752
|
Net borrowings exclude the Group's
share of borrowings in joint ventures of £65,644,000 (31 March
2023: £59,416,000) and cash in joint ventures of £3,064,000 (31
March 2023: £3,749,000). All borrowings in joint ventures are
secured.
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Net assets
|
|
401,075
|
608,675
|
Gearing
|
|
49.6%
|
28.9%
|
21. Derivative Financial
Instruments
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Derivative financial instruments
asset
|
|
17,635
|
23,245
|
A loss on the change in fair value
of £5,609,000 has been recognised in the Consolidated Income
Statement (31 March 2023: gain of £12,757,000).
The fair values of the Group's
outstanding interest rate swaps and caps have been estimated by
calculating the present values of future cash flows, using
appropriate market discount rates, representing Level 2 fair value
measurements as defined in IFRS 13 Fair Value Measurement.
22. Share
Capital
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Authorised
|
|
39,577
|
39,577
|
The authorised share capital of
the Company is £39,577,000 divided into ordinary shares of 1p
each.
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Allotted, called up and fully
paid:
|
|
|
|
- 123,355,197 (31 March 2023:
123,355,197) ordinary shares of 1p each
|
|
1,233
|
1,233
|
|
|
1,233
|
1,233
|
23. Net Assets Per
Share
|
At
31 March
2024
£000
|
Number of
shares
000
|
p
|
At
31
March
2023
£000
|
Number
of shares
000
|
p
|
IFRS net assets
|
401,075
|
123,355
|
|
608,675
|
123,355
|
|
Adjustments:
|
|
|
|
|
|
|
- own shares held
|
|
(602)
|
|
|
(283)
|
|
Basic net asset value
|
401,075
|
122,753
|
327
|
608,675
|
123,072
|
495
|
- share settled
bonus
|
|
154
|
|
|
561
|
|
- dilutive effect of
Performance Share Plan
|
|
-
|
|
|
751
|
|
Diluted net asset value
|
401,075
|
122,907
|
326
|
608,675
|
124,384
|
489
|
Adjustments:
|
|
|
|
|
|
|
- fair
value of financial instruments
|
(17,635)
|
|
|
(23,245)
|
|
|
- fair
value of land and developments
|
302
|
|
|
302
|
|
|
- real
estate transfer tax
|
44,605
|
|
|
56,591
|
|
|
EPRA net reinstatement
value
|
428,347
|
122,907
|
349
|
642,323
|
124,384
|
516
|
- real estate transfer tax
|
(21,879)
|
|
|
(28,868)
|
|
|
EPRA net tangible asset
value
|
406,468
|
122,907
|
331
|
613,455
|
124,384
|
493
|
|
At
31 March
2024
£000
|
Number of
shares
000
|
p
|
At
31
March
2023
£000
|
Number
of shares
000
|
p
|
Diluted net assets
|
401,075
|
122,907
|
326
|
608,675
|
124,384
|
489
|
Adjustments:
|
|
|
|
|
|
|
- surplus on fair value of stock
|
302
|
|
|
302
|
|
|
EPRA net disposal value
|
401,377
|
122,907
|
327
|
608,977
|
124,384
|
490
|
The net asset values per share
have been calculated in accordance with guidance issued by the
European Public Real Estate Association ("EPRA").
The adjustments to the net asset
value comprise the amounts relating to the Group and its share of
joint ventures.
The calculation of EPRA net
tangible asset value includes a real estate transfer tax adjustment
which adds back the benefit of the saving of the purchaser's costs
that Helical expects to receive on the sales of the corporate
vehicles that own the buildings, rather than direct asset
sales.
The calculation of EPRA net
disposal value per share reflects the fair value of all the assets
and liabilities of the Group at 31 March 2024.
24. Related Party
Transactions
The following amounts were due
from the Group's joint ventures:
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Charterhouse Place Limited
group
|
|
1,340
|
577
|
TfL companies
|
|
1,530
|
-
|
Barts Square companies
|
|
71
|
79
|
Shirley Advance LLP
|
|
-
|
8
|
An accounting and corporate
services fee of £50,000 (March 2023: £50,000) was charged by the
Group to the Barts Square companies. A development management,
accounting and corporate services fee of £1,089,181 due from the
Charterhouse Place Limited group was reversed (31 March 2023:
£150,000 receivable).
25. See-through
Analysis
Helical holds a significant
proportion of its property assets in joint ventures with partners
that provide a significant equity contribution, whilst relying on
the Group to provide asset management or development expertise.
Accounting convention requires Helical to account under IFRS for
its share of the net results and net assets of joint ventures in
limited detail in the Income Statement and Balance Sheet. Net asset
value per share, a key performance measure used in the real estate
industry, as reported in the financial statements under IFRS, does
not provide Shareholders with the most relevant information on the
fair value of assets and liabilities within an ongoing real estate
company with a long-term investment strategy.
This analysis incorporates the
separate components of the results of the consolidated subsidiaries
and Helical's share of its joint ventures' results into a
"see-through" analysis of its property portfolio, debt profile and
the associated income streams and financing costs, to assist in
providing a comprehensive overview of the Group's
activities.
See-through Net Rental
Income
Helical's share of the gross
rental income, head rents payable and property overheads from
property assets held in subsidiaries and in joint ventures is shown
in the table below.
|
|
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
Gross rental income
|
- subsidiaries
|
|
27,514
|
36,555
|
|
- joint ventures
|
|
2,004
|
287
|
Total gross rental
income
|
|
|
29,518
|
36,842
|
Rents payable
|
- subsidiaries
|
|
(224)
|
(157)
|
Property overheads
|
- subsidiaries
|
|
(2,580)
|
(2,092)
|
|
- joint ventures
|
|
(1,209)
|
(1,103)
|
See-through net rental income
|
|
|
25,505
|
33,490
|
See-through Net Development
Profits
Helical's share of development
profits from property assets held in subsidiaries and in joint
ventures is shown in the table below.
|
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
In parent and
subsidiaries
|
|
(246)
|
2,005
|
In joint ventures
|
|
659
|
1,262
|
Total gross development
profit
|
|
413
|
3,267
|
Provision
|
- subsidiaries
|
|
-
|
(30)
|
See-through net development profits
|
|
413
|
3,237
|
|
|
|
|
|
See-through Net Loss on Sale and
Revaluation of Investment Properties
Helical's share of the net gain on
the sale and revaluation of investment properties held in
subsidiaries and joint ventures is shown in the table
below.
|
|
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
Revaluation (deficit)/surplus on
investment properties
|
- subsidiaries
|
|
(181,213)
|
(97,854)
|
|
- joint ventures
|
|
(5,933)
|
5,095
|
Total revaluation
deficit
|
|
|
(187,146)
|
(92,759)
|
Net (loss)/gain on sale of
investment properties
|
- subsidiaries
|
|
-
|
4,564
|
|
- joint ventures
|
|
(1,468)
|
66
|
Total net (loss)/gain on sale of
investment properties
|
|
(1,468)
|
4,630
|
See-through net loss on sale and revaluation
of investment properties
|
|
(188,614)
|
(88,129)
|
See-through Administrative
Expenses
Helical's share of the
administrative expenses incurred in subsidiaries and joint ventures
is shown in the table below.
|
|
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
Administrative expenses
|
- subsidiaries
|
|
9,731
|
9,845
|
|
- joint ventures
|
|
338
|
459
|
Total administrative
expenses
|
|
|
10,069
|
10,304
|
Performance related awards,
including NIC
|
- subsidiaries
|
|
1,280
|
2,990
|
Total performance related awards,
including NIC
|
|
1,280
|
2,990
|
See-through administrative expenses
|
|
11,349
|
13,294
|
See-through Net Finance
Costs
Helical's share of the interest
payable, finance charges, capitalised interest and interest
receivable on bank borrowings and cash deposits in subsidiaries and
joint ventures is shown in the table below.
|
|
|
Year to
31 March
2024
£000
|
Year
to
31
March
2023
£000
|
Interest payable on bank loans and
overdrafts
|
- subsidiaries
|
|
5,493
|
8,284
|
|
- joint ventures
|
|
3,012
|
2,703
|
Total interest payable on bank
loans and overdrafts
|
|
8,505
|
10,987
|
Other interest payable and similar
charges
|
- subsidiaries
|
|
3,115
|
2,908
|
|
- joint ventures
|
|
211
|
203
|
Interest capitalised
|
- joint ventures
|
|
-
|
(1,815)
|
Total finance costs
|
|
|
11,831
|
12,283
|
Interest receivable and similar
income
|
- subsidiaries
|
|
(661)
|
(274)
|
|
- joint ventures
|
|
(43)
|
(23)
|
See-through net finance costs
|
|
|
11,127
|
11,986
|
See-through Property
Portfolio
Helical's share of the investment,
land and development property portfolio in subsidiaries and joint
ventures is shown in the table below.
|
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Investment property fair
value
|
- subsidiaries
|
|
479,600
|
693,550
|
|
- joint ventures
|
|
138,250
|
145,975
|
Assets held for sale
|
- subsidiaries
|
|
42,761
|
-
|
Total investment property fair
value
|
|
|
660,611
|
839,525
|
Land and development
stock
|
- subsidiaries
|
|
28
|
28
|
|
- joint ventures
|
|
1,321
|
539
|
Total land and development
stock
|
|
|
1,349
|
567
|
Total land and development stock
surplus
|
- subsidiaries
|
|
302
|
302
|
Total land and development stock
at fair value
|
|
|
1,651
|
869
|
See-through property portfolio
|
|
|
662,262
|
840,394
|
See-through Net
Borrowings
Helical's share of borrowings and
cash deposits in subsidiaries and joint ventures is shown in the
table below.
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Gross borrowings more than one
year
|
- subsidiaries
|
|
227,634
|
226,677
|
Total
|
|
|
227,634
|
226,677
|
Gross borrowings more than one
year
|
- joint ventures
|
|
65,644
|
59,416
|
Total
|
|
|
65,644
|
59,416
|
Cash and cash
equivalents
|
- subsidiaries
|
|
(28,633)
|
(50,925)
|
|
- joint ventures
|
|
(3,064)
|
(3,749)
|
Total
|
|
|
(31,697)
|
(54,674)
|
See-through net borrowings
|
|
261,581
|
231,419
|
26. See-through Net Gearing
and Loan to Value
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
See-through property
portfolio
|
|
662,262
|
840,394
|
See-through net
borrowings
|
|
261,581
|
231,419
|
Net assets
|
|
401,075
|
608,675
|
See-through net gearing
|
|
65.2%
|
38.0%
|
See-through loan to
value
|
|
39.5%
|
27.5%
|
Pro-forma see-through loan to
value (Note 30)
|
|
28.7%
|
-
|
27. Total Accounting
Return
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Brought forward IFRS net
assets
|
|
608,675
|
687,043
|
Carried forward IFRS net
assets
|
|
401,075
|
608,675
|
Decrease in IFRS net
assets
|
|
(207,600)
|
(78,368)
|
Dividends paid
|
|
14,423
|
13,842
|
Total accounting return
|
|
(193,177)
|
(64,526)
|
Total accounting return
percentage
|
|
(31.7)%
|
(9.4)%
|
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
Brought forward EPRA net tangible
assets
|
|
613,455
|
713,279
|
Carried forward EPRA net tangible
assets
|
|
406,468
|
613,455
|
Decrease in EPRA net tangible
assets
|
|
(206,987)
|
(99,824)
|
Dividends paid
|
|
14,423
|
13,842
|
Total EPRA accounting
return
|
|
(192,564)
|
(85,982)
|
Total EPRA accounting return
percentage
|
|
(31.4)%
|
(12.1)%
|
28. Total Property
Return
|
|
At
31 March
2024
£000
|
At
31
March
2023
£000
|
See-through net rental
income
|
|
25,505
|
33,490
|
See-through development
profits
|
|
413
|
3,237
|
See-through revaluation
deficit
|
|
(187,146)
|
(92,759)
|
See-through net (loss)/gain on
sale of investment properties
|
|
(1,468)
|
4,630
|
Total property return
|
|
(162,696)
|
(51,402)
|
29. Capital
Commitments
The Group has a commitment of
£133,500,000 (31 March 2023: £1,700,000), of which £59,400,000
relates to the development of 100 New Bridge Street, EC4 and the
remaining £73,800,000 relates to the purchases of the TfL sites at
10 King William Street, EC2, Southwark, SE1 and Paddington,
W2.
30. Post Balance Sheet
Events
Following the year end, the sale
of 25 Charterhouse Square, EC1 for £43.5m was completed (see Note
15) with the £42m proceeds used to part pay down the Group's
RCF.
On 17 May 2024, a joint venture
agreement was signed with Orion Capital Managers who acquired a 50%
investment in the 100 New Bridge Street, EC4 site for £55m, with a
£155m development facility agreement signed at the same time to
fund the development and finance costs.
The impact of the two transactions
above are reflected in the pro-forma tables below:
|
|
At
31
March
2024
£000
|
Impact
of transactions
£000
|
Pro-forma
£000
|
Investment property fair
value
|
- subsidiaries
|
479,600
|
(99,000)
|
380,600
|
|
- joint ventures
|
138,250
|
49,500
|
187,750
|
Investment property held for
sale
|
- subsidiaries
|
42,761
|
(42,761)
|
-
|
Development portfolio
|
|
1,651
|
-
|
1,651
|
Total see-through property
portfolio
|
|
662,262
|
(92,261)
|
570,001
|
See-through net
borrowings
|
|
261,581
|
(97,761)
|
163,820
|
See-through loan to
value
|
|
39.5%
|
(10.8)%
|
28.7%
|
Net assets
|
|
401,075
|
5,500
|
406,575
|
See through gearing
|
|
65.2%
|
(24.9)%
|
40.3%
|
Appendix 1 - Five Year
Review
Income Statements
|
Year ended
31.3.24
£000
|
Year
ended
31.3.23
£000
|
Year
ended
31.3.22
£000
|
Year
ended
31.3.21
£000
|
Year
ended
31.3.20
£000
|
Revenue
|
39,905
|
49,848
|
51,146
|
38,596
|
44,361
|
Net rental income
|
24,710
|
34,306
|
31,086
|
24,965
|
27,838
|
Development property
(loss)/profit
|
(246)
|
2,005
|
3,519
|
678
|
2,076
|
(Provisions)/reversal of
provisions
|
-
|
(30)
|
2,285
|
(82)
|
1,198
|
Share of results of joint
ventures
|
(9,310)
|
3,494
|
20,708
|
2,352
|
13,396
|
Other income
|
991
|
-
|
28
|
48
|
88
|
|
16,145
|
39,775
|
57,626
|
27,961
|
44,596
|
Gain/(loss) on sale of investment
properties
|
-
|
4,564
|
(45)
|
(1,341)
|
(1,272)
|
Revaluation (deficit)/surplus on
investment properties
|
(181,213)
|
(97,854)
|
33,311
|
19,387
|
38,351
|
Administrative expenses excluding
performance related awards
|
(9,731)
|
(9,845)
|
(9,598)
|
(9,276)
|
(10,524)
|
Performance related awards
(including NIC)
|
(1,280)
|
(2,990)
|
(7,170)
|
(5,140)
|
(6,191)
|
Finance costs
|
(8,608)
|
(11,192)
|
(19,234)
|
(14,079)
|
(16,100)
|
Finance income
|
661
|
274
|
6
|
58
|
1,345
|
Change in fair value of derivative
financial instruments
|
(5,609)
|
12,757
|
17,996
|
2,938
|
(7,651)
|
Change in fair value of
Convertible Bond
|
-
|
-
|
-
|
-
|
468
|
Foreign exchange gains
|
-
|
-
|
-
|
-
|
8
|
(Loss)/profit before tax
|
(189,635)
|
(64,511)
|
72,892
|
20,508
|
43,030
|
Tax on (loss)/profit on ordinary
activities
|
(179)
|
-
|
16,002
|
(2,631)
|
(4,313)
|
(Loss)/profit after tax
|
(189,814)
|
(64,511)
|
88,894
|
17,877
|
38,717
|
Balance Sheets
|
At
31.3.24
£000
|
At
31.3.23
£000
|
At
31.3.22
£000
|
At
31.3.21
£000
|
At
31.3.20
£000
|
Investment portfolio at fair
value
|
479,600
|
693,550
|
961,500
|
756,875
|
836,875
|
Land, trading properties and
developments
|
28
|
28
|
2,089
|
448
|
852
|
Assets held for sale
|
42,761
|
-
|
-
|
-
|
-
|
Group's share of investment
properties held by joint ventures
|
138,250
|
145,975
|
135,820
|
82,516
|
76,809
|
Group's share of land, trading and
development properties held by joint ventures
|
1,321
|
539
|
8,349
|
16,545
|
34,164
|
Group's share of land and
development property surpluses
|
302
|
302
|
302
|
578
|
578
|
Group's share of total properties
at fair value
|
662,262
|
840,394
|
1,108,060
|
856,962
|
949,278
|
|
|
|
|
|
|
Net debt
|
199,001
|
175,752
|
353,149
|
169,476
|
273,598
|
Group's share of net debt of joint
ventures
|
62,580
|
55,667
|
35,111
|
11,688
|
24,933
|
Group's share of net
debt
|
261,581
|
231,419
|
388,260
|
181,164
|
298,531
|
|
|
|
|
|
|
Net assets
|
401,075
|
608,675
|
687,043
|
608,161
|
598,689
|
EPRA net tangible assets
value
|
406,468
|
613,455
|
713,279
|
658,663
|
640,424
|
|
|
|
|
|
|
Dividend per ordinary share
paid
|
11.55p
|
11.30p
|
10.30p
|
8.70p
|
10.20p
|
Dividend per ordinary share
declared
|
4.83p
|
11.75p
|
11.15p
|
10.10p
|
8.70p
|
|
|
|
|
|
|
EPRA earnings/(loss) per ordinary
share
|
3.5p
|
9.4p
|
5.2p
|
(1.8)p
|
7.6p
|
EPRA net tangible assets per
share
|
331p
|
493p
|
572p
|
533p
|
524p
|
Appendix 2 - Property
Portfolio
London Portfolio - Investment
Properties
Property
|
Description
|
Area sq ft
(NIA)
|
Vacancy
rate
at 31
March
2024
%
|
Vacancy rate at 31 March
2023
%
|
Completed properties
|
|
|
|
|
The Warehouse and Studio, The
Bower, EC1
|
Multi-let office
building
|
151,439
|
0.0
|
0.0
|
The Tower, The Bower,
EC1
|
Multi-let office
building
|
182,193
|
16.0
|
0.0
|
The Loom, E1
|
Multi-let office
building
|
108,540
|
34.9
|
28.4
|
The JJ Mack Building,
EC1
|
Multi-let office
building
|
206,085
|
32.7
|
81.6
|
25 Charterhouse Square,
EC1
|
Multi-let office
building
|
42,921
|
15.2
|
15.2
|
The Power House, W4
|
Single-let recording
studios/office building
|
21,268
|
0.0
|
0.0
|
|
|
712,446
|
17.6
|
19.8
|
Development pipeline
|
|
|
|
|
|
|
|
|
|
100 New Bridge Street,
EC4
|
Vacant office to be
redeveloped
|
167,026
|
100.0
|
2.6
|
|
|
879,472
|
37.6
|
16.1
|
|
|
|
|
|
|
Appendix 3 - EPRA Performance
Measures
|
At
31 March
2024
|
At
31
March
2023
|
EPRA net tangible
assets
|
£406.5m
|
£613.5m
|
EPRA net reinstatement value per
share
|
349p
|
516p
|
EPRA net tangible assets per
share
|
331p
|
493p
|
EPRA net disposal value per
share
|
327p
|
490p
|
EPRA net initial yield
|
3.5%
|
3.9%
|
EPRA "topped up" net initial
yield
|
5.1%
|
4.0%
|
EPRA vacancy rate
|
10.5%
|
16.3%
|
EPRA cost ratio (including direct
vacancy costs)
|
50.6%
|
39.5%
|
EPRA cost ratio (excluding direct
vacancy costs)
|
44.0%
|
35.7%
|
EPRA earnings
|
£4.3m
|
£11.5m
|
EPRA earnings per share
|
3.5p
|
9.4p
|