INVESTMENT PORTFOLIO
Despite ongoing concerns in the commercial and retail property sectors, REO’s investment
portfolio continues to perform strongly, as evidenced by high occupancy rates remaining of 95%
and only 4% of rent roll in arrears, resulting in an annualised rent roll of • 40.1 million on the Irish
investment portfolio. Rent weighted average lease length is approximately 12 years. Property
income in the twelve months ended 28 February 2011 was £34 million, reduced from £44 million
for the fourteen months ended 28 February 2010, due to a combination of factors including
reduced reporting period, lease restructuring, impact of upward rent reviews retrospectively
applied in previous period and negative currency translation impact.
By focussing on high occupancy levels and quality tenants in locations and formats with strong
occupier appeal, the Group continues to pro-actively manage its investment portfolio, with no
material defaults to date. This combination of prime office/retail locations and high quality,
diversified tenants such as Vodafone, Merrill Lynch, KPMG, Tullow Oil plc and Marks & Spencer,
has ensured that the Group’s investment portfolio continues to post strong operational results.
As noted in the Chairman’s Statement, the Group successfully completed a rent review,
determined at arbitration, with Marks & Spencer (Patrick Street, Cork), resulting in a significant
increase on the previous rent, with the new rent being effective from July 2009.
The increased rental space taken by Tullow Oil plc in the Central Park development in
Leopardstown, Dublin, which represents a doubling in size of the existing rental space currently
occupied by the tenant in the same development, is further evidence of the Group’s ability to
secure quality tenants in prime locations.
DEVELOPMENT PORTFOLIO
Battersea Power Station
As outlined in the Chairman’s Statement, the Group has made significant progress towards
securing planning permission on the above project, with construction of Phase 1 of the
development scheduled to commence in 2012, with completion in 2016.
The process to introduce an equity partner(s) into the new Battersea Power Station Shareholder
Vehicle Limited, BPSSV, is approaching finalisation of a shortlist of potential investors, following
a high level of interest generated by the global investment roadshow.
The development, which represents the largest ever scheme undertaken in Central London, will
act as a catalyst for the regeneration of the Nine Elms Opportunity Area and is expected to
generate approximately 15,000 new jobs and training opportunities for the area. The scheme will
also include a new underground station on the proposed extension of the Northern Line from
Kennington to Nine Elms and Battersea.
Irish Development Portfolio
Progress within the Irish development portfolio in the period includes:
Montevetro
REO’s development of the 15-storey landmark building, which is Dublin’s tallest commercial
office building, commenced in March 2008 and completed in January 2011. Discussions
between REO’s investment adviser, Treasury Holdings, and Google began in early 2010 about
Google taking a lease of the building but subsequently developed into discussions for an outright
sale.
Initial exchange of contracts took place on 17 February 2011 with completion of the sale, for a
price of £85.2 million, which was satisfied in cash, in April 2011.
Central Park
As noted above, the FTSE 100 index listed, international oil and gas exploration company, Tullow
Oil plc, is to lease a total of 48,000 sqft in Number One, Central Park in Leopardstown, Dublin,
which is a state of the art office block.
Central Park, which is REO’s prime suburban development, is home to a range of blue chip
clients including Vodafone, Tullow Oil plc, Ulster Bank (Royal Bank of Scotland), Volkswagen
Bank, Lease Plan and Merrill Lynch. The opening of the LUAS Green line extension in October
2010 improves access to the city centre, further enhancing the location’s importance in providing
high quality commercial accommodation for blue chip corporates.
Despite the absence of current development projects, REO continues to actively pursue
appropriate planning permissions on various projects in Ireland, as evidenced by the recent
receipt of local authority planning for a 232,000 sqft private hospital and rehabilitation facility,
along with 260 car park spaces, in Sligo, which represents Phase 1 of this development.
Sustainability
Through its role as investment adviser and portfolio manager for REO, Treasury Holdings, which
has been a carbon neutral company since 2007, promotes environmental protection and
sustainability across all aspects of REO’s property portfolio via the implementation and use of
environmentally friendly materials and renewable energy initiatives.
Many REO developments, such as Montevetro and Central Park, have set very high
environmental standards and the provision of sustainable buildings, such as these, offer
competitive advantages to corporate tenants through lower operating costs and better indoor
environmental quality, thereby allowing tenants to demonstrate progress towards corporate
environmental objectives.
The Battersea Power Station development will lead the way in delivering a highly sustainable
development, through the creation of a mixed use community, new public transport provided by
the Northern Line Extension and ground breaking environmental measures. The project includes
a CCHP energy centre generating 30MW of electricity which, together with other efficiency
measures, will enable the Power Station to become zero carbon and the rest of the development
to be low carbon, saving approximately 65% of CO2 emissions across the entire site.
VALUATIONS
The value of the portfolio as at 28 February 2011 amounted to £1,004 million, a reported
decrease of 8.5% from the 28 February 2010 valuation of £1,097 million.
Valuation Methodology
Investment properties and investment properties under development are stated at fair value in
accordance with GAAP at 28 February 2011 and have been valued by independent property
valuers.
| |
|
Valuation
Feb ‘10
‘000 |
Valuation
Feb ‘11
‘000 |
%
Change |
| Irish Investment Properties |
Euro |
526,061 |
446,080 |
-15.2% |
Irish Properties under
development |
Euro |
217,811 |
139,587 |
-35.9% |
| Irish Properties |
Euro |
743,872 |
585,667 |
-21.3% |
| |
|
|
|
|
| UK Properties |
GBP |
433,380 |
504,625 |
16.4% |
Irish Investment Properties: The value of Irish investment properties has declined on average
by 15.2% in the twelve months to 28 February 2011, which is broadly consistent with decreases
in capital values as disclosed by SCS IPD index in the intervening period.
Irish Development Properties: The value of Irish properties under development, which are
classified as sites in the course of development, has decreased on average by 35.9% in the
twelve months to 28 February 2011. Market sentiment continues to be negatively weighted in
the development sector during the period under review due to high levels of uncertainty as the
market waits to assess the operational impact of NAMA, together with the absence of liquidity in
the banking sector.
UK Properties: The value of the UK property portfolio has increased by 16.4% in the 12 months
to 28 February 2011. This is primarily due to significant progress made towards securing planning
permission on the Battersea Power Station development.
Pending the introduction of a third party investor into the newly formed Battersea Power Station
Shareholder vehicle, construction of Phase 1 of the development is scheduled to commence in
2012, with completion in 2016.
FINANCIAL REVIEW
Valuations & Net Asset Value (“NAV”)
As noted above, the value of the portfolio as at 31 August 2010 amounted to £1,004 million, a
reported decrease of 8.5% since 28 February 2010.
The deficit on the consolidated shareholders’ funds at 28 February 2011 is £801 million (28
February 2010: £722 million deficit) – the effect of the recently completed balance sheet
restructuring will see this deficit reduce to £559 million.
The consolidated net deficit of the Group under the EPRA guidelines is £718 million at 28
February 2011 (28 February 2010 EPRA net deficit: £595 million).
Diluted EPRA deficit per share was -215.1p as at 28 February 2011, representing an increase in
the deficit from -178.2p at 28 February 2010.
Profit & Loss
Property income amounted to £34 million in the twelve months to 28 February 2011,
representing a decrease from £44 million in the prior fourteen month period primarily due to
reduced reporting period, lease restructuring, impact of upward rent reviews retrospectively
applied in previous period and negative currency translation impact. After valuation losses and
operating expenses, the reported operating loss was £45 million (14 months ended 28 February
2010: £816 million). Net financial expenses were £46 million in the year (14 months ended 28
February 2010: £112 million), whilst accounting profits on disposal of investments in China Real
Estate Opportunities plc and the Montevetro development property were £26 million and £31
million respectively, having recorded impairment provisions in respect of both items in previous
periods. This has resulted in a REO loss after taxation for the period of £77 million (14 months
ended 28 February 2010: £828 million), including an income tax credit of £14 million.
Administrative expenses in the year to 28 February 2011 have increased significantly in
comparison to the prior period due principally to professional fees incurred in respect of the
balance sheet restructuring.
Cash
As at 28 February 2011, the Group had cash, cash equivalents and restricted cash of £31 million
(28 February 2010: £39 million).
Debt & Gearing
Overall debt level, which includes OLNs, CULS and ZDPs, amounted to £1,733 million at 28
February 2011. Bank loans amounting to £1,029 million have matured or will mature during the
next twelve months. However, the successful completion of the recent balance sheet
restructuring, which resulted in the equitisation of debt owing to the holders of the CULS and the
ZDPs into shares in REO and the newly formed Battersea shareholder vehicle, BPSSV, will
reduce financial indebtedness to £1,499 million.
The Group continues to work closely with other lenders, which exist outside NAMA’s remit, to
renew debt facilities where required.
Going Concern
The Group’s future operating performance will be affected by general economic, financial and
business conditions, many of which remain beyond the Group’s control.
At 28 February 2011, the Group’s borrowings totalled £1.73 billion and in addition there were
interest and finance accruals of £67.7 million. At that date, the Group had an investment and
development portfolio which it valued at £1 billion, together with cash and cash equivalents of £5.7 million, and restricted cash of £25.8 million. The deficit on shareholders’ funds was £801
million. At 28 February 2011, the Group had aggregate bank loans of £1.03 billion classified as
current liabilities.
In addition, the Group had obligations of £380 million due to the holders of its CULS, ZDPs and
the OLNs, all of which were due to mature in May 2011. The liabilities due to holders of the
CULS and ZDPs amounted to £100.9 million and £133.1 million respectively, with a principal
amount of £146.3 million due to the holder of the OLNs at 28 February 2011. Interest payments
of £7.6 million and £17 million due at 28 February 2011 to the holders of the CULS and OLNs
respectively were not made at this date. Based on its current financial position, and as previously
announced, the Group would have been unable to repay those instruments on their maturity.
However, as of 12 May 2011, the Group has successfully completed a financial restructuring of
these liabilities which also enables the transfer of the Battersea Power Station asset into the
newly formed entity, BPSSV. The terms of the financial restructuring include the deferral of all
principal and interest payments due on the OLNs until 31 August 2011 and the novation of those
liabilities into BPSSV. The restructuring involves an equitisation of the CULS and ZDPs into equity
in BPSSV and REO.
The Group has also renegotiated the loan facilities relating to Battersea Power Station with both
Lloyds Banking Group (previously Bank of Scotland) and NAMA (previously Bank of Ireland),
extending the existing facility to 31 August 2011. Currently, these facilities can be called on
demand.
The Group submitted a comprehensive business plan in May 2010 for review by NAMA. The
initial evaluation process resulted in a signed Memorandum of Understanding (“ MOU” ) in
December 2010, the terms of which are non-binding. The terms include the consolidation and
renewal of loan facilities and the provision of working capital. NAMA will monitor the Group’s
subsequent performance to ensure that it adheres to targets contained in the MOU and, subject
to further negotiations, binding facility agreements are expected to be entered into in the near
future.
The key assumptions made in preparing the Group’s cashflow for the period to 22 June 2012
include:
The Group may also investigate the possibility of raising further capital after its debt facilities
have been renegotiated and its interest in Battersea Power Station has been restructured.
Based on the Group’s current cashflow and the key assumptions noted above, the Board
believes that the Group will have sufficient cash and cash equivalents to meet its liquidity
requirements for at least twelve months from the date of approval of this report.
The Directors of the Company have concluded that the above factors represent material
uncertainties. Failure to achieve the above assumptions and objectives could cast significant
doubt on the Group’s ability to continue as a going concern and it may therefore be unable to
realise its assets and discharge its liabilities in the normal course of business.
However, having discussed the assumptions and basis of preparation supporting the Group’s
cash flow projections, together with the advanced status of negotiations with the Group’s key
lenders, along with the progress made in restructuring of the Group’s Balance Sheet and the
significant progress made towards securing planning permission on Battersea Power Station, the
Directors of the Company have a reasonable expectation that the Group will be able to meet its
liabilities as they fall due for the foreseeable future.
On this basis, the Directors consider it appropriate to prepare the financial statements on a going
concern basis. No adjustment which would result from a change in the going concern basis of
preparation has been included in the financial statements.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties that face the business include the following:
Economy
The global banking crisis and economic slowdown has had a significant negative impact upon
Ireland’s economy which, since last 2008, has suffered the largest contraction in gross domestic
product of any developed country. Recent concerns over Ireland’s banking system and
government finances have led to increasing yields on Irish sovereign debt and have curtailed the
Irish government’s ability to borrow in the international money markets. This culminated in the
Irish government approaching its European Union partners and the International Monetary Fund
in late November 2010 to request financial assistance.
On 1 December 2010, the Irish government published the EU/IMF Agreement Document
detailing an • 85 billion assistance programme to support the Irish banking system and provide
ongoing financial support to the Irish state. The provision of the assistance programme is
conditional upon the Irish government implementing austerity measures including spending cuts
and tax increases aimed at lowering Ireland’s budget deficit. These spending cuts and tax
increases may impact upon future economic growth in Ireland, the outlook for which remains
negative.
The concentration of the Group’s property portfolio in Ireland means that the Group is particularly
exposed to the ongoing weakness of the Irish economy and its impact upon Ireland’s property
market. Lower tenant demand, failure to renew expiring leases, tenant defaults and falling
demand for development assets will continue to pose a material risk to the Group’s business,
operational results and financial health.
Liquidity
Despite the recent successful completion of the balance sheet restructuring, the Group is reliant
upon the ongoing support of NAMA and other lenders, which will continue until one or more of
the following key initiatives have been concluded:
- execution of legally binding documentation with NAMA;
- further asset disposals from the Irish property portfolio, the timing of which will be
subject to conditions in the Irish property market; and further financial restructuring initiatives.
Failure to successfully complete such initiatives and/or renew bank facilities expiring in the next
twelve months would have material adverse consequences for the Group, thereby casting doubt
on its ability to continue as a going concern.
Financial sector – Lenders & NAMA
As noted above, the ongoing Irish economic crisis, culminating in the EU/IMF assistance
programme, has curtailed the ability of both the Irish government and the Irish banking system to
borrow funds in the international money markets. Therefore, liquidity remains largely absent from
the market.
The Group’s ability to raise funds for development activity on favourable terms depends on a
number of factors including general economic, political and capital market conditions and credit
availability from commercial lenders. Another global liquidity crisis could significantly increase the
cost of available funding or lead to serious difficulties in refinancing the Group’s current debt
levels. The Group could also be forced to sell further assets, which may not be under the best
conditions, in order to meet payment obligations.
Property Valuations & NAV
The severe recession in the Irish economy has been accompanied by significant falls in the value
of properties across the Irish market. Continuing inactivity in the Irish property market, the
potential enactment of retrospective abolition of upward only rent reviews on existing leases and
the ongoing absence of new lending facilities, has also led to difficulty in conducting realistic
property valuations.
Ongoing volatility in the global financial system has created a significant degree of turbulence in
commercial real estate markets on a worldwide basis. Furthermore, the lack of liquidity in the
capital markets means that it may be very difficult for the Group to achieve further property sales
in the short-term.
Further potential declines in the value of the Group’s portfolio may result in a further reduction to
shareholders’ funds, which currently show a deficit of £801 million – the effect of the recently
completed balance sheet restructuring will see this deficit reduce to £559 million.
The consolidated net deficit of the Group under the EPRA guidelines is £718 million at 28
February 2011 (28 February 2010: net deficit of £595 million).
Interest Rates
Interest costs represent a substantial expense to the Group, which uses interest rate swaps to
manage its exposure to fixed and floating rates. The continuing difficulties experienced in the
banking sector and scarcity of credit may result in lenders seeking increased margins and there is
a risk that future interest costs may be higher. If the Group fails to meet margin calls under such
interest rate swaps it may be precluded from using interest rate swaps to manage its exposure.
Approval of Preliminary Announcement
The financial information contained in this preliminary announcement is not the statutory financial
statements of the company, drawn up in accordance with the Companies (Jersey) Law 1991 (as
amended). The Directors approved the preliminary announcement in respect of the financial year
ended 28 February 2011 on 22 June 2011.
We understand that our auditors, KPMG, will be drawing attention as an emphasis of matter
without qualifying their report with regards to disclosures in Note 2 (a).
|