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RNS
CLS Holdings PLC  -  CLI   

Final Results

Released 07:00 07-Mar-2018

RNS Number : 9098G
CLS Holdings PLC
07 March 2018
 

CLS HOLDINGS PLC

("CLS", THE "COMPANY" OR THE "GROUP")

ANNOUNCES ITS ANNUAL RESULTS

 FOR THE YEAR ENDED 31 DECEMBER 2017

 

strong results in a TRANSFORMATIONAL YEAR

CLS is a FTSE 250 property investment company with a £1.8bn portfolio in the UK, Germany and France offering geographical diversification with local presence and knowledge.

 

FINANCIAL HIGHLIGHTS

 

·      EPRA net asset value: up 16.5% to 286.0 pence (31 December 2016: 245.6 pence)

·      Basic NAV per share increased by 17.2% to 252.0 pence (31 December 2016: 215.1 pence)

·      Profit before tax increased by 91.2% to £191.4 million (2016: £100.1 million)

·      EPRA earnings per share up 4.1% to 12.8 pence (2016: 12.3 pence)

·      Basic earnings per share up 64.0% to 38.7 pence (2016: 23.6 pence)

·      Contracted rents rose by 13.8% for the year to £103.8 million (2016: £91.2 million)

·      A proposed final dividend of 4.30 pence per share to be paid on 27 April 2018, contributing to a total of 6.35 pence for the year, equating to £25.9 million, an uplift of 10.1%

 

OPERATIONAL HIGHLIGHTS

 

Investment Property Portfolio:

·      Completed the sale of the Vauxhall Square development for £144.1 million

·      Proceeds of £170 million on disposal of properties in the UK, £25 million in Germany and £7 million in France, at an average net initial yield of 3.3%

·      Acquired properties for £188 million in Germany and £50 million in the UK at an average net initial yield of 6.5%

·      Completed the extensions of 15 leases with the Department for Work and Pensions, securing annual rentals of £6.6 million and enhancing the aggregate value of the properties by £21 million

·      Completed a further 158 lease events securing annual rentals of £12.8 million

·      Vacancy rate of 5.8% (2016: 2.9%) including acquisitions and disposals (0.7%) and recent refurbishments (1.5%)

 

Developments:

·      Close to completing the developments of 16 Tinworth Street, London SW8 and Ateliers Victoires, Paris

·      Invested a further £16 million of property refurbishment expenditure

 

Financing:

·      Reduced the weighted average cost of debt by 40 bps to 2.51%, our lowest ever (2016: 2.91%), 269 bps below our net initial yield of 5.2%

·      Financed or refinanced £222.1 million of debt, and repaid an amortising bond which had a coupon of 10.765%

·      Repositioned the loan portfolio to 74% at fixed rates (31 December 2016: 63%)

 

 

Henry Klotz, Executive Chairman of CLS, commented:

 

"For CLS, 2017 was a transformational year, which saw the Group realise the value that had been built up in Vauxhall Square, whilst making significant acquisitions in Germany, and introducing dividends as a means of distributing cash to shareholders.

 

"With this strong set of results, we are delivering on our promise to create sustainable, long-term shareholder value through owning and actively managing high-yielding office properties in key European cities.

 

"With our proven and successful business model, robust balance sheet and significant liquid resources, we are well positioned to enhance our business by investing in the right properties in our core markets, whilst continuing to maximise value-adding opportunities in our existing portfolio."

 

 

-ENDS-

 

For further information, please contact:

 

CLS Holdings plc                                                                           +44 (0)20 7582 7766

www.clsholdings.com

Henry Klotz, Executive Chairman

Fredrik Widlund, Chief Executive Officer

John Whiteley, Chief Financial Officer

Sten Mortstedt, Executive Director and Founding Shareholder

 

Liberum Capital Limited                                                                +44 (0)20 3100 2222

Richard Crawley

Jamie Richards

 

Whitman Howard                                                                           +44 (0)20 7659 1234

Hugh Rich

 

Elm Square Advisers Limited                                                         +44 (0)20 7823 3695

Jonathan Gray

 

Smithfield Consultants (Financial PR)                                            +44 (0)20 3047 2541

Alex Simmons

Sam Moodie

 

CLS will be presenting to analysts at 9.00am on Wednesday, 7 March 2018, at Liberum Capital, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY

 

Conference call dial in numbers as follows:

 

Participant telephone number      +44 (0)330 336 9105

 

Confirmation code          8380612

 

Please dial in at least 5 minutes prior to the start of the meeting and quote the above confirmation code when prompted.

 

An interview with Fredrik Widlund, CEO, looking at CLS's performance and strategy can be found here.

 

 

Dividend Timetable

 

Further to this announcement, in which the Board recommended a final dividend of 4.30 pence per ordinary share, the Company confirms its dividend timetable as follows:

 

Ex-Dividend Date:                      29 March 2018

 

Record Date:                             3 April 2018

 

AGM Date:                                25 April 2018

 

Payment Date:                          27 April 2018



 

 

Chairman's statement

An exceptional and transformational year

Performance 

The Group's well-established strategy of long-term investment in commercial properties in the three main markets of Europe has been reflected once more in the excellent results for 2017 and the strong financial position of the Group at the year end. The year was both exceptional and transformational for CLS in many ways, with the disposal of our large development site in Vauxhall, substantial acquisitions in Germany, and the introduction of dividends as a means of distributing cash to shareholders. These initiatives drove both a market-leading TSR of 67.1% and our financial results for the year. Our focus on multi-let office properties, with a geographical diversification and strong cash flows, delivered an excellent uplift in EPRA NAV of 16.5%, and a profit before tax of £191.4 million (2016: £100.1 million).

 

Property portfolio

We continuously review each property in our portfolio to ensure that each asset is aligned with our medium to long-term strategy to achieve the best return for our shareholders. We focus on cash flow and return on equity as the core components of stable growth, supported by the regeneration of our portfolio, which enables us to continue to generate value.

 

In the year we disposed of properties valued at £158.9 million and acquired assets for £238.5 million in aggregate, which will lead to a significant increase in our future underlying core profit. Disposals generated proceeds of £241.9 million, and an aggregate gain of £43.7 million, primarily due to the disposal of Vauxhall Square for £144.1 million, which had virtually no impact on rental income as the site was prepared for development and had few remaining tenants.

 

The properties we subsequently acquired in Germany for £187.7 million offer us multiple opportunities for asset management to drive further growth in the business.

 

You will find further information about our property portfolio in the Business Review.

 

People and Culture

The Board understands that as the Group grows, our culture must also evolve. We have a diverse workforce from many nationalities whose hard work and dedication is at the heart of our success. I am very pleased to report that as part of our commitment to our employees we have implemented key initiatives brought about by our recent staff survey, including the introduction of a flexible and "smart" working policy and the implementation of a Share Incentive Plan, both of which I expect will contribute greatly to our open, professional and entrepreneurial culture and further align the interest of employees and shareholders.

 

Sustainability

Where opportunities present themselves, we invest across the Group in on-site renewable and low-carbon technology, such as photovoltaic panels, ground source systems and combined heat and power plants. We have a commitment to improving the built environment through our operational management, and our impact on climate change is minimised and controlled through life-cycle awareness. The advantage of operating in different countries is that we have a wider base from which to learn. We have a committed in-house team dedicated to environmental issues across all our core markets and we are working hard to implement best practice in all areas.

 

Board changes

In March, Bengt Mortstedt, a co-founder of the Company and holder of 6.89% of its shares, was reappointed to the Board as a non-executive director in place of Philip Mortstedt. In May, Joe Crawley stepped down as a non-executive director after nine years on the Board, and in December Thomas Lundqvist also retired as non-executive director. Thomas had been on the Board for 23 years and served both as a non-executive director and in the early days as a member of the executive team.

 

On behalf of the Board, I would like to thank Thomas, Joe and Philip for their commitment and contribution to the Company, and to welcome back Bengt to the Board.

 

Dividend

In May, we subdivided each ordinary share of 25 pence into ten ordinary shares of 2.5 pence each. We also restored dividend payments as our distribution method, replacing tender offer buy-backs, and these will be paid twice-yearly. In line with the increased core profit, excellent cash flow and a strong balance sheet, the Board is pleased to propose a final dividend for 2017 of 4.30 pence per share, making a total for the year of 6.35 pence, an increase over last year of 10.1%.

 

Outlook

Last year, I said that I felt confident that the Group was well positioned to deliver long-term value to our shareholders, and our 2017 results have supported this view.

 

The future of our industry and how we work is rapidly evolving, with increased urbanisation and changing requirements from customers, and we have seen new market entrants offering alternatives to traditional leases. The CLS Group is comfortable with shorter leases and tenant breaks if required, and will continue to offer value for money to our occupiers.

 

The growth of major cities is advantageous to our locations as office-based corporate workforces expect to be in convenient locations with good transport links. As the office environment is changing, it is key that we adapt our designs and layouts to ensure that spaces such as receptions, coffee shops and common areas are attractive and modern. We are increasing our investment in information technology, conducting customer surveys, and investing in smart meters and energy management, all to address the changing needs of our customers and thereby enhancing our properties for the future.

 

We have seen some uncertainties in occupier demand and investors' decisions in the UK following the referendum on Brexit. However, the German economy is performing strongly, and we are seeing attractive investment opportunities despite increased competition. In France, market sentiment has improved during the year.

 

In summary, I sense that the long-term view for our markets is perhaps more positive now than a year ago given the economic growth in evidence around the world. I remain convinced that it is a strength for our portfolio to be spread across the largest cities in the UK, Germany and France as, fundamentally, the demand for office space is driven by a solid economy and the location of the asset. Further expansion in Germany remains one of our priorities and I expect that the Group's portfolio here will continue to grow. 

 

Our balance sheet is robust and we have significant liquid resources to enhance our business by investing in the right properties in our core markets, whilst continuing to maximise value-adding opportunities in our existing portfolio. Our strategy is clear and I am confident we will continue to deliver value for our shareholders in 2018 and beyond.

Henry Klotz

Executive Chairman



 

Chief Executive's review

Our strategy is delivering real results

Overview

2017 was an important year for CLS. We made great progress in our strategy of repositioning part of the property portfolio, created opportunities for active asset management to add further value, and significantly reduced short-term letting risks and longer-term financing risks. In addition, we generated a 16.5% increase in EPRA net asset value, a total accounting return of 18.9% and pre-tax profits of £191.4 million, and we introduced dividends as our distribution method to shareholders.

 

Repositioning the property portfolio

In 2017, the Board's medium-term strategy to reposition part of the property portfolio gained momentum. Our disposal criteria were threefold: first, assets which were low yielding with limited potential; secondly, investments on which the risk/reward ratio was unfavourably balanced; and thirdly, properties which were too small to have a meaningful impact on the Group. By contrast, we invested predominantly in Europe's strongest economy, Germany, and in assets with higher yields, vacancies and active management opportunities. We targeted larger, multi-let properties. 

 

In aggregate we sold assets with a book value of £158.9 million, representing some 10% of the portfolio. By far the most significant disposal was Vauxhall Square in London, which had been valued at £100 million at 31 December 2016, and for which we received net proceeds of £144.1 million. This time last year, we explained that the scheme's bias towards residential towers did not suit our skill set or risk appetite, and the sale clarified our future strategy whilst adding 7p pence to NAV. We also sold a further six properties in Germany, France and the United Kingdom which met our disposal criteria. Since the year end we have sold a further two properties, one each in Germany and the UK, for an aggregate of £11.5 million, and I expect further similar disposals over the next 24 months.

 

We successfully redeployed the proceeds into Germany (£187.7 million) and the UK (£49.9 million). The largest acquisition was the Metropolis portfolio of 12 properties across major cities in Germany for £140.1 million, yielding 6.3%, and, attractively for us, with around 11% of the portfolio vacant.

 

We progressed the developments of 16 Tinworth Street, SE11 and Ateliers Victoires in central Paris, both of which are close to practical completion, with the former due to become our Group headquarters. On the latter terms have been agreed for a conditional pre-let of the entire building. Three significant refurbishments were completed towards the end of the year, in Bromley, Leatherhead and Birmingham, and in total £22.9 million was spent on capital expenditure. We have a rolling refurbishment programme and intend to keep investing in the portfolio to ensure that our properties continue to meet the needs of our customers both now and in the future. 

 

Investing in asset management opportunities

Buying properties with vacancies is an investment in future rental growth, but it has a short-term cost. For many years, one of our KPIs has been to maintain the Group's vacancy rate at below 5.0%. At the end of 2016, the vacancy rate was 2.9%; at 31 December 2017, it had risen to 5.8%. Inherent in the acquisition strategy has been the purchase of properties with vacancies to which we can turn our asset management attention. The average vacancy rate within the acquisitions in the year was 9.0%, whilst the average vacancy rate at 1 January 2017 of disposals made in 2017 was 3.0%. Excluding the effects of these acquisitions and disposals, the like-for-like vacancy rate at the end of 2017 was 5.1%. Included within this figure are three recently-completed major refurbishments which added 1.5% to the rate; without these coming on stream together, our core vacancy rate would have been 3.6%. We look forward to reducing the rate through hands-on management in 2018.

 

Another impact of the rise in vacancies was a fall in the net initial yield of the portfolio to 5.2% (31 December 2016: 5.6%). Lettings in 2018 should increase the yield, whilst further acquisitions with vacant space will temporarily reduce it and increase the vacancy rate.

 

Active asset management

At CLS we believe that we get a more efficient and committed performance from our own employees than if their roles were outsourced, and so we perform all of our asset management in-house. This is also key in ensuring a close and long-term relationship with our customers. As predicted last year, the most significant deal in 2017 was the renewal of all 15 leases with the Secretary of State for Communities and Local Government which were due to expire or break on 31 March 2018. The impact of these re-lettings was an uplift in the value of those properties of £21 million at 31 December 2017.

 

We have also been busy integrating new properties into the organisation and getting to know our new customers, in addition to managing the existing portfolio. By the end of 2017 we had 712 tenants (2016: 525 tenants) within 129 properties (2016: 115 properties). We have always targeted multi-let properties, to avoid overreliance on single relationships, and the acquisitions in 2017 have enhanced this further. In aggregate across the Group, 1.2 million sq ft (113,113 sqm) of space expired or was vacated, and 1.0 million sq ft (90,900 sqm) was renewed or was let. 169,000 sq ft (15,700 sqm) were vacant within the new acquisitions, and 80,000 sq ft (7,389 sqm) of refurbished space became available for letting towards the end of the year.

 

Value uplifts across the board

At 31 December 2017, there were uplifts in valuations across the entire Group, with a 5.8% increase in values in local currencies (7.7% in sterling). In the UK, the portfolio rose by 4.7%, Germany added 6.6% in local currency, partly through rental growth and partly through a fall in yields, and the French portfolio rose by 8.2%, entirely from yield compression in a very competitive market. In aggregate, the fair value uplifts of the property portfolio added 22.8 pence to EPRA NAV in the year.

 

Results

Profit before tax of £191.4 million (2016: £100.1 million) was driven by the uplift in the fair value of the property portfolio of £94.2 million (2016: £36.1 million) and the profit on sale of properties of £43.7 million (2016: £9.1 million). EPRA earnings of 12.8 pence (2016: 12.3 pence) were dampened by a favourable movement in foreign exchange rates in 2016 which had a 1.1 pence per share impact. The underlying business strengthened, with contracted rents growing 13.8%, and I look forward to further growth in underlying earnings from our strategy to reposition the portfolio towards more growth opportunities.

 

Long-term capital growth

CLS has a business based fundamentally on cash flow, a principle to which we adhere strictly for existing properties and acquisitions alike. By maintaining close contact with our customers, we are able to keep the vacancy rate low, and so the difference between our net initial yield of 5.2% and our cost of debt of 2.51% becomes the chief driver of cash flow. In 2017, net cash from operating activities was £43.2 million (2016: £40.1 million) and EPRA earnings were £52.2 million (2016: £50.9 million). Of this, £25.9 million (2016: 23.5 million) will be distributed to shareholders, with the balance available to reinvest in the business, together with proceeds of disposals. The results of such reinvestment are evident in the growth in EPRA NAV of 125% in the past four years.

 

In 2017, our cost of debt fell to its lowest ever level of 2.51% (31 December 2016: 2.91%), mainly due to our redeeming the last expensive legacy debt in the balance sheet, which had been taken out in 1992 at a fixed rate of 10.765%. Our financing is largely insulated to any economic softening; 74% of our debt is now at fixed rates and for an average duration of 4.2 years.

 

A culture built on relevance and sustainability

The world is changing. Occupiers' requirements and employees' preferences are becoming more demanding. This is a trend which is likely to continue, and one which we embrace. We work closely with our customers to ensure the space which we provide is to their needs and specifications, and fitting to a cost-conscious mindset. Likewise, we listen to our employees and design their work experience accordingly. When our employees in London and Hamburg move into new premises this spring, all of our offices will be in newly-built or refurbished premises which incorporate recommendations and suggestions from our latest employee survey.

 

We have a rolling programme to make our buildings more sustainable, and we work closely with tenants to ensure the best standards of recycling and environmental welfare are followed. Full details of our work on sustainability is set out in the Corporate, Social and Environmental Responsibility Report on page 32 of the 2017 Annual Report and Accounts.

 

The future

With the uncertainty of the Brexit negotiations and the strength suggested by the economic forecasts of the two largest economies in continental Europe, the benefits of the Group's geographical diversification are self-evident. At 31 December 2017, the United Kingdom comprised 52% of the portfolio (2016: 61%), Germany 32% (2016: 23%), and France 16% (2016: 16%). Our investment strategy remains geographically flexible and based on the characteristics of individual assets. We will continue to investigate opportunities in each of our three core countries, and to dispose of properties with limited potential and reinvest the proceeds in better prospects. 2017 was the year in which the repositioning of CLS accelerated, and I envisage further progress in the year ahead.

Fredrik Widlund

Chief Executive



 

Chief Financial Officer's review

Outperformance supported by a strong underlying business

On 8 May 2017, the Company subdivided each of its existing ordinary shares of 25 pence each into ten new ordinary shares of 2.5 pence each. Consequently, all metrics in this report which are given per share are based on the new number of shares in issue, and comparatives have been restated accordingly.

 

Headlines

Profit after tax attributable to the owners of the Company of £157.7 million (2016: £97.8 million) generated basic earnings per share of 38.7 pence (2016: 23.6 pence) and EPRA earnings per share of 12.8 pence (2016: 12.3 pence). EPRA net assets per share were 16.5% higher at 286.0 pence (2016: 245.6 pence), and basic net assets per share rose by 17.1% to 252.0 pence (2016: 215.1 pence).

 

Approximately 52% of the Group's business is conducted in the reporting currency of sterling and 36% in euros, with the balance in Swedish kronor. Compared to last year, sterling's average rate weakened against the euro by 7.2% and against the krona by 5.3%, thereby increasing profits. Likewise, at 31 December 2017 the euro was 4.2% stronger and the krona 2.1% stronger against sterling than twelve months previously, increasing the sterling equivalent value of non-sterling net assets.

 

 

Exchange rates to the £

EUR

SEK

At 31 December 2015

1.3571

12.4420

2016 average rate

1.2242

11.5801

At 31 December 2016

1.1731

11.2754

2017 average rate

1.1416

11.0014

At 31 December 2017

1.1260

11.0445

 

 

Income statement

In 2017, rental income of £93.7 million was £2.4 million higher than in 2016. Acquisitions added £8.0 million and the weakness in sterling £2.6 million; disposals accounted for a fall of £6.7 million, and a large expiry in Germany a further £1.5 million. Other general letting activity produced a similar level of rental income as last year.

 

Other property income of £21.4 million (2016: £21.4 million) included income from First Camp of £13.1 million (2016: £12.5 million), hotel revenue from Spring Mews of £4.4 million (2016: £4.3 million) and dilapidations and other one-off receipts of £3.9 million (2016: £4.6 million). In aggregate net rental income rose by 5.6% to £113.1 million (2016: £107.1 million).

 

We monitor the administration expenses incurred in running the property portfolio by reference to the income derived from it, which we call the administration cost ratio, and this is a key performance indicator of the Group. In 2017, we were able to maintain the level of administration expenses at £14.2 million (2016: £14.1 million), and so the administration cost ratio fell to 14.2% (2016: 14.9%), well within our KPI target for the year of 16.5%.

 

The net surplus on revaluation of investment properties of £94.2 million (2016: £36.1 million) reflected contributions from each country: in local currencies, the UK portfolio rose by 4.7%, Germany by 6.6%, and France by 8.2%.

 

Of the gain on sale of properties in 2017 of £43.7 million (2016: £9.1 million), which comprised the excess of net proceeds over book value, Vauxhall Square accounted for £41.4 million.

 

Finance income of £10.1 million (2016: £13.6 million) included interest income of £4.4 million (2016: £4.1 million) from our corporate bond portfolio, together with dividends from Catena and interest on the deferred consideration on the sale of Vänerparken, and foreign exchange variances of £1.8 million (2016: £4.8 million).

 

Finance costs of £34.0 million (2016: £32.7 million) included a £9.7 million loss on the early redemption of a long-term debenture loan taken out in 1992 at a coupon of 10.765%. Excluding this, and a gain on the fair value movements of derivative financial instruments, interest costs were £27.2 million (2016: £26.3 million), after capitalising interest of £0.5 million (2016: £0.7 million) on developments. Interest costs before such capitalisation were £27.7 million (2016: £27.0 million) reflecting a higher level of borrowings in the year at a lower average cost.

 

The tax charge of 17.5% was marginally below the weighted average rate of the countries in which we do business (20.7%), primarily due to the increase in indexation on the base cost of properties in the UK. Such indexation has been frozen at 31 December 2017 under recent legislation, so the tax charge for future years will no longer benefit in this way, and is likely to increase in future years, mitigated only by the falls, if any, in the rates of corporation tax in the jurisdictions in which the Group operates.

 

Overall, following the transformational activity in the year, EPRA earnings were 2.6% higher than last year at £52.2 million (2016: £50.9 million), and generated EPRA earnings per share of 12.8 pence (2016: 12.3 pence). The increase was driven by increases in rental income and other net income, and reductions in net finance costs and tax, less foreign exchange gains, of which there were fewer this year than last. 

 

 

EPRA net asset value

At 31 December 2017, EPRA net assets per share were 286.0 pence (2016: 245.6 pence), a rise of 16.5%, or 40.4 pence per share. The main reasons for the increase were EPRA earnings per share of 12.8 pence, the benefit of the uplift in the valuation of the investment property portfolio of 22.8 pence, and profit on sale of properties of 6.6 pence, less dividends of 6.1 pence per share. 

 

 

Cash flow, net debt and gearing

Net cash flow from operating activities generated £43.2 million, of which £24.7 million was distributed as dividends. Proceeds from property disposals of £241.9 million were redeployed in acquisitions of £230.8 million and capital expenditure of £24.2 million. Net new debt of £32.2 million was raised, and by 31 December 2017, the Group's cash balances had risen by £42.2 million to £141.2 million. These were supplemented by £65.5 million of corporate bonds and undrawn bank facilities of £72.9 million, of which £30.0 million was committed.

 

Gross debt rose by £59.9 million to £914.3 million, of which £15.5 million was due to foreign exchange rate movements. £211.6 million of loans were drawn, and £126.6 million were repaid, as were £40.6 million of overdrafts. At 31 December 2017, the weighted average unexpired term of the Group's debt was 3.6 years.

 

Balance sheet loan-to-value (net debt to property assets) fell to 36.7% (2016: 43.7%), and the loan-to-value of secured loans by reference to the value of properties secured against them was 51.8% (2016: 49.8%). The value of properties not secured against debt rose to £246.7 million (2016: £135.6 million).

 

The weighted average cost of debt at 31 December 2017 was 2.51%, 40 bps lower than 12 months earlier. The redemption of the high-coupon debenture loan accounted for 25 bps of that fall, net new bank loans reduced the average cost by 10 bps, and sterling's relative weakness to the euro caused a 5 bps fall.

 

In 2017, our low cost of debt led to recurring interest cover of 3.7 times (2016: 3.4 times).

 

Financing strategy

The Group's strategy is to hold its investment properties predominantly in single-purpose vehicles financed primarily by non-recourse bank debt in the currency used to purchase the asset. In this way credit and liquidity risk can most easily be managed, around 48% of the Group's exposure to foreign currency is naturally hedged, and the most efficient use can be made of the Group's assets. An exception is where a portfolio is acquired, such as Metropolis, and is financed by a single loan. At 31 December 2017, the Group had 52 loans across the portfolio from 21 banks, plus secured notes and an unsecured bond.

 

To the extent that Group borrowings are not at fixed rates, the Group's exposure to interest rate risk is mitigated by financial derivatives, mainly interest rate swaps. In the recent medium-term low interest rate environment, the Board chose to take advantage of the conditions, fixing most of the medium-term debt taken out during the year. In 2017, the Group financed or refinanced 15 loans to a value of £222.1 million at a weighted average all-in rate of 1.63%, and of these £174.0 million was fixed at a weighted average all-in rate of 1.54%. Consequently, at 31 December 2017, 74% of the Group's borrowings were at fixed rates or subject to interest rate swaps, 5% were subject to caps and 21% of debt costs were unhedged; the fixed rate debt had a weighted average maturity of 4.2 years.

 

The Group's financial derivatives - predominantly interest rate swaps - are marked to market at each balance sheet date. At 31 December 2017 they represented a net liability of £6.2 million (2016: £9.3 million).

 

Share capital

At 1 January 2017, there were 43,877,778 shares in issue, of which 3,138,202 were held as treasury shares. Following the share subdivision, at 31 December 2017, 407,395,760 shares were listed on the London Stock Exchange, and 31,382,020 shares remained held in Treasury.

 

Distributions to shareholders

In April 2017, a final dividend for 2016 of 40 pence per ordinary share of 25 pence was paid totalling £16.3 million. In September, an interim dividend for 2017 of 2.05 pence per ordinary share of 2.5 pence was paid at a cost of £8.4 million. The final dividend for 2017 is proposed to be 4.30 pence per ordinary share of 2.5 pence, totalling £17.5 million. This represents a full year distribution of 6.35 pence per ordinary share of 2.5 pence, an increase of 10.1% over the prior year, and which was covered 2.07 times by EPRA earnings per share.

John Whiteley

Chief Financial Officer



 

Key Performance Indicators

Measuring the tangible performance of our strategy

 

Total Shareholder Return - Absolute

Definition

The annual growth in capital in purchasing a share in CLS, assuming dividends are reinvested in the shares when paid.*

 

Why this is important to CLS

This KPI measures the increase in the wealth of a CLS shareholder over the year.  In 2017 our target Total Shareholder Return (absolute) was between 12% and 16%.

 

Progress

In 2017, the total shareholder return was 67.1%.

 

*    For the purposes of calculating this KPI for executive remuneration, the market price is calculated as the average closing share price in December, not the closing share price at the end of December, to avoid bonuses being paid based on distorting fluctuations around the year end.

 

Total Shareholder Return - Relative

Definition

The annual growth in capital in purchasing a share in CLS, assuming dividends are reinvested in the shares when paid, compared to the TSR of the other 25 companies in the FTSE 350 Real Estate Super Sector Index.

 

Why this is important to CLS

This KPI measures the increase in the wealth of a CLS shareholder over the year, against the increase in the wealth of the shareholders of a peer group of companies.  We target Total Shareholder Return (relative) of between the median and upper quartile.

 

Progress

In 2017, the TSR was 67.1%, making CLS the best performing share of the FTSE 350 Real Estate Super Sector Index of 26 companies.

 

EPRA NAV 

(plus dividends)

Definition

The aggregate of the change in EPRA NAV plus dividends paid, as a percentage of the opening EPRA NAV, also known as Total Accounting Return.

 

Why this is important to CLS

This KPI measures the increase in the EPRA net assets per share of the Company before the payment of dividends, and so represents the value added to the Company in the year. In 2017 our target EPRA NAV growth was between 6% and 9%.

 

Progress

In 2017, Total Accounting Return was 18.9%.

 

Vacancy Rate History

Definition

The ERV of vacant lettable space, divided by the aggregate of the contracted rent of let space and the ERV of vacant lettable space.

 

Why this is important to CLS

This KPI measures the potential rental income of unlet space and, therefore, the cash flow which the Company would seek to capture. We target a vacancy rate of between 3% and 5%; if the rate exceeds 5%, other than through recent acquisitions, we may be setting our rental aspirations too high above the current market; if it is below 3% we may be letting space too cheaply.

 

Progress

At 31 December 2017, the vacancy rate was 5.8%, or 5.1% on a like-for-like basis.

 

Administration Cost Ratio

Definition

The administration costs of the Group, excluding those of the Other Investments segment, divided by the net rental income of the Group, excluding the net income of First Camp.  In 2017 our target administration cost ratio was between 16.50% and 14.50%.

 

Why this is important to CLS

This KPI measures the administration cost of running the core property business by reference to the net rental income that it generates, and provides a direct comparative to most of our peer group.

 

Progress

In 2017, the administration cost ratio was 14.2%.

 

Other Performance Indicators

In addition to the key performance indicators of the Group, which are all tied to executive remuneration, the Group also has other performance indicators by which it measures its progress, and these include:

 

·      Cost of debt - we seek to maintain a cost of debt at least 200 bps below the Group's net initial yield. At 31 December 2017, the cost of debt was 2.51% and the net initial yield 5.2%.

·      Sustainability - we seek to minimise our impact on the environment by targeting a 5% reduction in carbon emissions each year in our like-for-like managed portfolio. In 2017 we achieved a 7% reduction (2016: 11.4%).

·      Customer retention - through our active asset management we seek to retain more than 50% of our tenants by value. In 2017, 66% of our leasing transactions were lease renewals (2016: 54%).

·      Health & Safety - we work hard to ensure that the health and safety of our employees, customers, advisors, contractors and the general public is not compromised and pride ourselves on remaining below the UK National Accident Frequency rate. For 2017, the national rate was 910 per 100,000 people; CLS's was 119. This rate is calculated by dividing the number of accidents reported in the year by the number of people occupying our buildings.

 



 

Principal risks and uncertainties

A stable risk environment

Risk

Areas of impact

Change in risk in year

(pre-mitigation)

Mitigation

Property investment




Underperformance of investment portfolio due to: 

· Cyclical downturn in property market 

Cash flow 

Profitability 

Net asset value 

Banking covenants

Increased

Geographically-diversified portfolio with 48% of the Group's properties being outside the UK, in two of the most stable economies in Europe.

· Changes in supply of space and/or occupier demand

Rental income 

Cash flow 

Vacancy rate 

Void running costs 

Property values 

Net asset value 

Increased

47% of UK income is derived from Government tenants. Minimal exposure to the type of tenant who may want to relocate from the UK to elsewhere in Europe. In-house asset management enables management to highlight and address tenant disquiet. 

· Poor asset management 

Rental income 

Cash flow 

Vacancy rate 

Void running costs 

Property values 

Net asset value 

Unchanged

Asset management is not outsourced, property teams proactively manage customers to ensure changing needs are met, and review the status of all properties weekly. Written reports are submitted monthly to senior management on, inter alia, vacancies, lease expiry profiles and progress on rent reviews. 

Other investments




Underperformance of corporate bond portfolio

Net asset value 

Liquid resources 

 

Increased

The Group invests only in bonds with a minimum issue size of £350m, with no investment being more than 5% of the Group's portfolio; the portfolio size can be no greater than 50% of the Group's cash and other financial investments. 

Sustainability




Increasing building regulation and obsolescence 

Rental income 

Cash flow 

Vacancy rate 

Net asset value 

Profitability 

Liquid resources 

Unchanged

Continual assessment of all properties against emerging regulatory changes. Fit-out and refurbishment projects benchmarked against third party schemes. 

Increasing energy costs and regulation 

Net asset value 

Profitability 

Liquid resources 

Unchanged

Investment in energy efficient plant and building-mounted renewable energy systems. 

Funding




Unavailability of financing at acceptable prices

Cost of borrowing 

Ability to invest or develop 

 

Unchanged

The Group has a dedicated treasury team and relationships are maintained with some 21 banks, thus reducing credit and liquidity risk. The exposure on refinancing debt is mitigated by the lack of concentration in maturities. 

Adverse interest rate movements 

Cost of borrowing 

Cost of hedging 

Increased

74% of borrowings are at fixed rates and 5% are subject to interest rate caps.

Breach of borrowing covenants

Cost of borrowing

Increased

Borrowing agreements contain cure clauses to rectify LTV breaches through part repayment of the loan or the depositing of cash.

Foreign currency exposure

Net asset value 

Profitability 

 

Reduced

Property investments are partially funded in matching currency. The difference between the value of the property and the amount of financing is generally unhedged and monitored on an ongoing basis.

Financial counterparty credit risk

Loss of deposits 

Cost of rearranging facilities 

Incremental cost of borrowing 

 

Unchanged

The Group has a dedicated treasury team and relationships are maintained with 21 banks, thus reducing credit and liquidity risk. The exposure on refinancing debt is mitigated by the lack of concentration in maturities.

Political and economic




Impact of UK exit from the EU

Net asset value 

Profitability 

Availability of funding 

 

Increased

47% of rents in the UK are derived from central government departments. On a macro level, the Group operates in the three largest and most stable economies in Europe.









People




Failure to recruit suitable staff to accommodate investment expansion

Rental income 

Cash flow 

Vacancy rate 

Void running costs 

Property values 

Net asset value

Increased

Staffing levels and recruitment are addressed as part of investment decisions.

Failure to recruit, develop and retain staff and key executives with the right skills

Profitability

Net asset value

 

Unchanged

The semi-annual appraisal process assesses capabilities and generates training plans. Staff turnover and engagement is monitored across the Group. Succession planning is in place for all senior management roles.

Catastrophic event




Large scale terrorist or cyber attack, environmental disaster or power shortage

Profitability

Net asset value

 

Increased

Business continuity and crisis management plans are in place. Cyber penetration testing is carried out periodically.

 

The following are no longer considered principal risks and uncertainties by the Board 

Development risk

With the sale of Vauxhall Square there are no major developments  planned in our portfolio.

Taxation risk

Tax rates are falling across the countries we operate in and tax rises are not on the current political agenda of leaders in power.

Break-up of the Euro

Election results in France and Germany have provided political stability across Europe.

Major health & safety incidents

Major development projects bring with them an increased risk of accidents and with the sale of Vauxhall Square our developments are now smaller in size and risk.



 

Business review: United Kingdom

Repositioning for long-term income growth

UK Overview

The UK economic outlook continues to be dominated by the potential effects of Brexit but the feared sharp slowdown has not materialised and the consensus GDP forecast for 2018 has improved following a better than expected performance in 2017. The uncertainty of the Brexit negotiations has also created some uncertainties for occupiers and investors but the UK, and London in particular, offers one of the most liquid and transparent property markets in the world and we will continue to invest in properties where we see long-term value and opportunities for hands-on asset management.

 

72

Number of properties

 

£934.0m

Value of properties

 

243,252 sqm

Lettable space

 

217

Number of tenants

 

52%

Percentage of Group's property interests

 

5.5%

Vacancy rate

 

66%

Government and major corporates

 

Acquisitions

In January, we acquired a portfolio of five properties, four in London and one in Birmingham, for £31.6 million in aggregate and at a net initial yield of 7.9%. There are opportunities for adding value to four of the properties in their existing state, and one has a medium-term development potential which we are progressing. In November, we bought Columbia, Bracknell for £14.7 million. This was 11% vacant and should produce a yield of 7.5% when fully let. More details of these acquisitions are set out on page 7 of the 2017 Annual Report and Accounts.

 

Disposals

The planning consent attached to Vauxhall Square, SE8 had been gained over four years. Its sale in May for net proceeds of £144.1 million generated a gain of 39% above its book value, and added 7p to the Group's net asset value. It was a site sold with planning consent for a 1.6 million sq ft mixed-use development of residential, office, hotel, retail and student accommodation, including two 52-storey residential towers. The bias towards residential towers did not suit our skill set or risk appetite, and the sale took a significant amount of potential development risk off the balance sheet.

 

Three other UK properties were sold in the year: Centenary Court, Bradford for £14.2 million; Benwell House, Sunbury for £9.2 million; and Chailey House, Bedford for £1.9 million. Centenary Court, a 105,200 sq ft office building, was due to fall vacant on a tenant break in 2021; Benwell House was sold with vacant possession to a purchaser for an alternative use; and Chailey House was a small asset acquired with the Neo portfolio in 2013.

 

Since the year end, we have sold Clifton House and 126/128 Park Road, Peterborough for £6.2 million.

 

Asset management

In October, we renewed leases to the Secretary of State for Communities and Local Government on 14 properties reserving £6.6 million per annum for an average of 6.8 years to the first lease break. Excluding these, on average new lettings in the year were achieved at 2.1% above their estimated rental values (ervs) at 31 December 2016, and rent reviews were settled at 1.6% above ervs. Overall, during 2017 ervs were broadly unchanged, and the UK portfolio remained net reversionary. Those leases which were reversionary were £5.7 million, or 10.6%, under-rented, of which we expect to capture over a third in 2018. Of the £4.1 million of over-renting, £2.8 million is on leases with at least five years unexpired. The vacancy rate of the UK portfolio at 31 December 2017 was 5.5% (2016: 4.0%), of which 3.5% comprised recently completed refurbishments and acquisitions. During 2017, 827,152 sq ft (76,845 sqm) became vacant, and we let or renewed leases on 698,071 sq ft (64,853 sqm). 130,092 sq ft (12,086 sqm) of vacant space was sold, predominantly at Vauxhall Square, 32,238 sq ft (2,995 sqm) of refurbishments became available, and 13,089 sq ft (1,216 sqm) of vacant space was acquired through acquisitions.

 

Developments

16 Tinworth Street, SE11, an £8.6 million, 7-storey development of 9,181 sq ft (853 sqm) of office and residential accommodation, will house the Group's headquarters when it reaches practical completion in the spring.

 

In January 2018, we secured a resolution to grant planning permission for a new 10-storey residential and office development at Quayside Lodge, Fulham SW6 to replace a 30,000 sq ft office building. The 160,000 sq ft (14,865 sqm) development will provide 11,500 sq ft of office space, 110 residential units, of which 35% will be affordable, 200 cycle spaces and electric car charging points.

 

Valuation

The UK portfolio was revalued upwards by 4.7% in the year, reflecting a 3.6% increase in like-for-like rental values, and yield compression of 20 bps, largely reflecting the longer leases with the Secretary of State.

 

Business review: Germany

Actively looking to invest in major cities

Germany Overview

The German economy continues to perform strongly and the forecast GDP growth for 2018 was recently upgraded again. Unemployment is falling and vacancy levels for offices in the big seven cities are at record low levels. There has been limited supply of new offices and this is now driving rental growth. The underlying strength of Germany's well-diversified economy is highly reassuring. Despite increased competition, both from German and foreign investors, we consider Germany to offer one of the most attractive investment opportunities in Europe.

 

33

Number of properties

 

£578.9m

Value of investment properties

 

312,471 sqm

Lettable space

 

338

Number of tenants

 

32%

Percentage of Group's property interests

 

7.1%

Vacancy rate

 

37%

Government and major corporates

 

Acquisitions

In 2017, we spent £187.7 million on acquisitions in Germany in three transactions: a portfolio, and individual purchases in Dortmund and Munich. Project Metropolis, was a portfolio of twelve properties, comprising three in Hamburg and in Stuttgart, four in a cluster of Dortmund, Dusseldorf, Witten and Marl, and one each in Munich and Wiesbaden. At a cost of £140.1 million, the portfolio generated net annual rent of £8.9 million and a net initial yield of 6.3%. Being 11% vacant, it provides good opportunities to add value.

 

Gotic Haus in Dortmund was acquired in October for £33.5 million. On acquisition this multi-let office building of 239,992 sq ft (22,296 sqm) produced an annual rental income of £2.3 million and a net initial yield of 7.1%. Its vacancy rate on acquisition was 5.4%. Network Perlach in Munich, a 101,708 sq ft (9,449 sqm) multi-let office building, was acquired for £14.0 million in May, and generated a rent of £0.6 million. With a vacancy rate of 12%, the net initial yield would rise from 5.1% to 6.2% when fully let, and to 7.4% when the reversionary income has been captured.

 

Disposals

In addition to finding attractive investments in Germany in the year, we also applied our disposal criteria to the existing portfolio and sold two properties - one a fully let building but with limited potential, the other too small to have a meaningful impact on the Group.

 

The E.ON Allee office campus in Landshut, 80 km north east of Munich, was sold in May for £25.0 million, or 5.2% above the external valuation at 31 December 2016. The campus comprised four office properties, providing a total of 172,797 sq ft (16,053 sqm) of floor space and 225 parking spaces let entirely to E.ON on long leases. The asset was acquired in September 2006 and developed by CLS in stages until July 2012. Suderhadstedt was a small nursing home which was sold in August for £0.4 million.

 

Since the year end we have exchanged unconditional contracts to sell Merkurring 33-35 in Hamburg for £5.3 million. The property, which comprised 60,321 sq ft (5,604 sqm) of industrial and office space, was peripheral to the Group's activities. 

 

Asset management

The acquisitions drove the 59% rise in the value of the German portfolio during the year. It now comprises 33 properties (2016: 21 properties), containing 338 tenants (2016: 164 tenants). To accommodate this increase, we have added scale to the German team, which now has the capacity for further growth.

 

On average new lettings in the year in Germany were achieved at 6.2% above their ervs at 31 December 2016, whilst rent reviews and relettings were settled broadly at erv. Overall, during 2017 ervs rose by 3.3%, and the German portfolio remained net reversionary. Leases were reversionary to the tune of £3.1 million (9.1% under-rented), others were over-rented by £2.6 million (6.0%), and the erv of vacancies was £2.6 million. The vacancy rate of the German portfolio at 31 December 2017 was 7.1% (2016: 1.7%), which reflected the vacancies in the acquisitions. During the year, 237,952 sq ft (22,106 sqm) became vacant, we let or renewed leases on 175,996 sq ft (16,351 sqm), and 155,937 sq ft (14,486 sqm) of vacant space was bought through acquisitions.

 

Developments

An attraction of the Metropolis portfolio was the opportunity which it presented to add value both through planned capital expenditure of €5 million per annum, and medium-term developments, which are already under consideration.

 

Valuation

The German portfolio rose by a valuation uplift of 6.6% in local currency, reflecting a rise in ervs of 3.3%, and yield compression of 63 bps.

 

Business review: France

Delivering value from existing assets

France Overview

With the election of President Macron in May and the political reforms that have been or will be implemented there is a renewed optimism in France and we have seen investor sentiment strengthening during the year. With limited office developments having taken place in recent years there is also a lack of quality office space which, in combination with economic growth and falling unemployment, means the fundamentals for commercial property are solid and improving both in Paris and Lyon.

 

24

Number of properties

 

£290.0m

Value of investment properties

 

80,836 sqm

Lettable space

 

157

Number of tenants

 

16%

Percentage of Group's property interests

 

4.4%

Vacancy rate

 

54%

Government and major corporates

 

Acquisitions

In the buoyant Parisian market of 2017, we were unwilling to match the appetite of local investors to chase ever falling yields, and our acquisitions were restricted to enhancing our existing portfolio, acquiring a car park at 23/27 Rue Pierre Valette, and a further floor in a multi-owned building in Lyon. However, we continue to look in both the Paris and Lyon markets for assets which meet the return criteria which we apply to acquisitions across the Group.

 

Disposals

Most of the assets earmarked for disposal from our French portfolio had been sold by the end of 2016. In 2017, we sold one asset, Le Sully in Mantes-la-Jolie, 48 km to the north-west of Paris for £7.1 million.

 

Asset management

On average new lettings, rent reviews and lease extensions in the year in France were achieved at marginally below their ervs at 31 December 2016. Overall, during 2017 ervs remained unchanged and the French portfolio was marginally reversionary. Those leases which were reversionary were £0.4 million, or 2,8%, under-rented, and others were over-rented by 2.4%. The vacancy rate of the French portfolio at 31 December 2017 was 4.4% (2016: 2.9%). During 2017, 115,475 sq ft (10,728 sqm) became vacant and we let or renewed leases on 104,442 sq ft (9,703 sqm).

 

Developments

Ateliers Victoires is a 21,500 sq ft (2,000 sqm) prime office refurbishment in central Paris close to the Louvre. This boutique-style office building includes a rooftop garden terrace with panoramic views across the city, and will be ready in late spring. Terms have been agreed for a conditional pre-let of the entire building.

 

Valuation

The French portfolio valuation rose by 8.2% in local currency; although contracted rent on a like-for-like basis fell by 3.0%, the net initial yield (excluding developments) fell by almost 100 bps, which accounted for most of the rise in the value of the properties, and an 18% increase in Ateliers Victoires provided the rest.

 



 

Rental data


Gross rental income for the year

£m

Net rental income for the year

£m

Lettable space

sqm

Contracted rent at
year end

£m

ERV at 

year end

£m

Contracted rent subject to indexation

£m

Vacancy rate at year
end

United Kingdom

54.1

55.0

243,252

54.4

58.5

12.1

5.5%

Germany

24.4

25.0

312,471

34.1

37.8

15.3

7.1%

France

15.2

15.6

80,836

15.3

16.1

15.3

4.4%

Total Portfolio

93.7

95.6

636,559

103.8

112.4

42.7

5.8%

 

 

 

Valuation data



Valuation movement in the year






 


Market value of property

£m

Underlying

£m

Foreign exchange

£m

EPRA net initial
yield

EPRA topped up net initial yield

Reversion

Over-rented

True equivalent yield

United Kingdom

906.9 

40.9 

-

5.4%

5.6%

9.8%

8.0%

6.1%

Germany

574.4 

35.2 

17.7 

5.2%

5.4%

9.1%

6.0%

5.7%

France

290.0 

21.6 

11.1 

4.6%

5.2%

2.5%

2.4%

5.3%

Total Portfolio

1,771.3 

97.7 

28.8 

5.2%

5.5%

8.5%

6.5%


 

 

 

 

Lease data


Average lease length

Passing rent of leases expiring in:

ERV of leases expiring in:


To break

years

To expiry

years

Year 1 

£m

Year 2

£m

Year 3 to 5

£m

After
year 5

£m

Year 1 

£m

Year 2

£m

Year 3 to 5

£m

After
year 5

£m

United Kingdom

4.49

5.57

5.5

2.9

11.2

34.8

4.8

3.1

12.0

35.4

Germany

4.65

4.81

5.6

6.2

12.3

9.9

5.9

6.6

12.3

10.3

France

2.92

6.04

0.7

0.8

2.3

11.7

0.6

0.8

2.2

11.8

Total Portfolio

4.31

5.39

11.8

9.9

25.8

56.4

11.3

10.5

26.5

57.5

 

 

Note: The above tables comprise data of the investment properties and properties held for sale; they exclude the hotel, landholding and First camp land and buildings. 



 

Director's responsibility statement

Directors' responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and Article 4 of the IAS Regulation, and have elected to prepare the parent company financial statements in accordance with FRS101 of United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.

 

In preparing the parent company financial statements, the Directors are required to:

 

· select suitable accounting policies and then apply them consistently;

· make judgments and accounting estimates that are reasonable and prudent;

· state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

 

In preparing the Group financial statements, International Accounting Standard 1 requires that Directors:

 

· properly select and apply accounting policies;

· present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

· provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

· make an assessment of the Group's ability to continue as a going concern.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Responsibility statement

We confirm that to the best of our knowledge:

 

· the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;

· the strategic report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and

· the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

 

This statement of responsibilities was approved by the Board on 7 March 2018.

 

On behalf of the Board

David Fuller BA FCIS

Company Secretary

7 March 2018



 

Group income statement

for the year ended 31 December 2017

 


Notes

2017
£m

2016
£m





Continuing operations




Group revenue

2

133.4

128.5

Net rental income

2

113.1

107.1

Administration expenses


(21.6)

(21.3)

Other expenses


(15.9)

(14.0)

Group revenue less costs


75.6

71.8

Net movements on revaluation of investment properties

10

94.2

36.1

Profit on sale of properties


43.7

9.1

Gain on sale of other financial instruments, net of impairments


2.5

3.2

Operating profit


216.0

120.2

Finance income

5

10.1

13.6

Finance costs

6

(34.0)

(32.7)

Share of loss of associates after tax


(0.7)

(1.0)

Profit before tax


191.4

100.1

Taxation

7

(33.5)

(1.8)

Profit for the year

4

157.9

98.3

Attributable to:




Owners of the Company


157.7

97.8

Non-controlling interests


0.2

0.5



157.9

98.3

Earnings per share from continuing operations (expressed in pence per share)




Basic

8

38.7

23.6*

 

 

*    Restated for subdivision of shares (see note 8)



 

Group statement of comprehensive income

for the year ended 31 December 2017

 


Notes

2017
£m

2016
£m





Profit for the year


157.9

98.3

Other comprehensive income




Items that will not be reclassified to profit or loss




Foreign exchange differences


7.7

33.1

Items that may be reclassified to profit or loss




Fair value gains on corporate bonds and other financial investments

13

13.9

7.7

Fair value (gains)/losses taken to gain on sale of other financial investments, net of impairments


(0.9)

1.3

Revaluation of property, plant and equipment

11

(1.5)

2.6

Fair value of gains taken to profit on sale of properties


(3.9)

-

Deferred tax on net fair value losses/(gains)

17

1.9

(3.8)

Total items that may be reclassified to profit or loss


9.5

7.8

Total comprehensive income for the year


175.1

139.2

Total comprehensive income attributable to:




Owners of the Company


174.4

138.3

Non-controlling interests


0.7

0.9



175.1

139.2

 

 



 

Group balance sheet

at 31 December 2017

 


Notes

2017
£m

2016
£m





Non-current assets




Investment properties

10

1,753.4

1,536.6

Property, plant and equipment

11

102.8

106.4

Goodwill and intangibles


1.3

1.2

Investments in associates

12

-

0.2

Other financial investments

13

121.8

116.4

Derivative financial instruments

19

0.1

-

Deferred tax

17

3.3

3.1



1,982.7

1,763.9

Current assets




Trade and other receivables

14

9.5

59.9

Properties held for sale


17.9

-

Derivative financial instruments

19

0.6

0.5

Cash and cash equivalents

15

146.7

99.0



169.2

159.4

Total assets


2,151.9

1,923.3





Current liabilities




Trade and other payables

16

(58.9)

(50.5)

Current tax


(11.5)

(9.9)

Borrowings

18

(107.1)

(125.8)



(172.0)

(186.2)





Non-current liabilities




Deferred tax

17

(137.9)

(120.7)

Borrowings

18

(801.8)

(724.1)

Derivative financial instruments

19

(6.9)

(9.8)



(946.6)

(854.6)





Total liabilities


(1,118.6)

(1,040.8)





Net assets


1,033.3

882.5





Equity




Share capital

20

11.0

11.0

Share premium

22

83.1

83.1

Other reserves

23

143.0

125.9

Retained earnings


789.4

656.4

Equity attributable to owners of the Company


1,026.5

876.4

Non-controlling interests


6.8

6.1

Total equity


1,033.3

882.5

 

 

The financial statements of CLS Holdings plc (registered number: 2714781) were approved by the Board of Directors and authorised for issue on 7 March 2018 and were signed on its behalf by:

Mr E H Klotz

Executive Chairman

 

 



 

Group statement of changes in equity

for the year ended 31 December 2017

 


Share
capital
£m
Note 24

Share
premium
£m
Note 26

Other
reserves
£m
Note 27

Retained
earnings
£m

 

Total
£m

 

Non-controlling interest
£m

 

Total
equity
£m

 









Arising in 2017:








Total comprehensive income for the year

-

-

16.7

157.7

174.4

0.7

175.1

Employee Performance Incentive Plan charge

-

-

0.4

-

0.4

-

0.4

Dividends to shareholders

-

-

-

(24.7)

(24.7)

-

(24.7)

Total changes arising in 2017

-

-

17.1

133.0

150.1

0.7

150.8

At 1 January 2017

11.0

83.1

125.9

656.4

876.4

6.1

882.5

At 31 December 2017

11.0

83.1

143.0

789.4

1,026.5

6.8

1,033.3

 

 


Share
capital
£m

Note 24

Share premium
£m

Note 26

Other
reserves
£m

Note 27

Retained earnings
£m

 

Total
£m

 

Non- controlling interest
£m

 

Total
equity
£m

 









Arising in 2016:








Total comprehensive income for the year

-

-

40.5

97.8

138.3

0.9

139.2

Issue of share capital

-

0.1

-

-

0.1

-

0.1

Purchase of own shares

(0.3)

-

0.3

(24.7)

(24.7)

-

(24.7)

Expenses thereof

-

-

-

(0.1)

(0.1)

-

(0.1)

Total changes arising in 2016

(0.3)

0.1

40.8

73.0

113.6

0.9

114.5

At 1 January 2016

11.3

83.0

85.1

583.4

762.8

5.2

768.0

At 31 December 2016

11.0

83.1

125.9

656.4

876.4

6.1

882.5

 

 



 

Group statement of cash flows

for the year ended 31 December 2017

 


Notes

2017
£m

2016
£m





Cash flows from operating activities

24



Cash generated from operations


75.9

62.0

Interest received


8.8

5.8

Interest paid


(25.4)

(20.5)

Income tax paid


(16.1)

(7.2)

Net cash inflow from operating activities


43.2

40.1





Cash flows from investing activities




Purchase of investment properties


(230.8)

(45.7)

Capital expenditure on investment properties


(24.2)

(20.9)

Proceeds from sale of properties


241.9

39.4

Purchases of property, plant and equipment


(3.3)

(20.9)

Purchase of corporate bonds


(11.9)

(35.9)

Proceeds from sale of corporate bonds


12.0

54.3

Purchase of equity investments


-

(1.1)

Proceeds from sale of equity investments


5.6

7.4

Dividends received from equity investments


1.4

1.4

Distributions received from associate undertakings


-

0.3

Costs on foreign currency transactions


(3.8)

(1.5)

Net cash outflow from investing activities


(13.1)

(23.2)





Cash flows from financing activities




Dividends paid


(24.7)

-

Purchase of own shares


-

(24.8)

New loans


211.6

200.2

Issue costs of new loans


(2.5)

(1.5)

Repayment of loans


(176.9)

(199.6)

Net cash inflow/(outflow) from financing activities


7.5

(25.7)





Cash flow element of net increase/(decrease) in cash and cash equivalents


37.6

(8.8)

Foreign exchange gains


4.6

7.1

Net increase/(decrease) in cash and cash equivalents


42.2

(1.7)

Cash and cash equivalents at the beginning of the year


99.0

100.7

Cash and cash equivalents at the end of the year

15

141.2

99.0

 

 



 

Notes to the Group financial statements

31 December 2017

 

1 General information

CLS Holdings plc (the "Company") and its subsidiaries (together "CLS Holdings" or the "Group") is an investment property group which is principally involved in the investment, management and development of commercial properties, and in other investments. The Group's principal operations are carried out in the United Kingdom, Germany and France.

 

The Company is registered in the UK, registration number 2714781, with its registered address at 86 Bondway, London, SW8 1SF. The Company is listed on the London Stock Exchange.

 

The annual financial report (produced in accordance with the Disclosure and Transparency Rules) can be found on the Company's website www.clsholdings.com. The 2017 Annual Report and Accounts will be posted to shareholders on 23 March 2018 and will also be available on the Company's website.

 

The financial information contained in this announcement has been prepared on the basis of the accounting policies set out in the statutory accounts for the year ended 31 December 2017. Whilst the financial information included in this announcement has been computed in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union, this announcement does not itself contain sufficient information to comply with IFRS. The financial information does not constitute the Company's statutory accounts for the years ended 31 December 2017 or 2016, but is derived from those accounts. Those accounts give a balanced, true and fair view of the assets, liabilities, financial position and profit and loss of the Company and the undertakings included in the consolidation taken as a whole. Statutory accounts for 2016 have been delivered to the Registrar of Companies and those for 2017 will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts and the auditors' reports on both the 2016 and 2017 accounts were unqualified; did not draw attention to any matters by way of emphasis; and did not contain statements under s498(2) or (3) Companies Act 2006 or preceding legislation.

 

Going concern

The Group's business activities, and the factors likely to affect its future development, performance and position are set out in the Strategic Report within the 2017 Annual Report and Accounts. The financial position of the Group, its liquidity position and borrowing facilities are described in the Strategic Report within the 2017 Annual Report and Accounts and in the notes to the accounts.

 

The Directors regularly stress-test the business model to ensure that the Group has adequate working capital and have reviewed the current and projected financial positions of the Group, taking into account the repayment profile of the Group's loan portfolio, and making reasonable assumptions about future trading performance. The Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future and, therefore, they continue to adopt the going concern basis in preparing the annual report and accounts.

 

2 Segment information

The Group has two operating divisions - Investment Property and Other Investments. Other Investments comprise the hotel at Spring Mews, corporate bonds, shares in Catena AB and First Camp Sverige Holding AB, and other small corporate investments. The Group manages the Investment Property division on a geographical basis due to its size and geographical diversity. Consequently, the Group's principal operating segments are: 

 

Investment Property:

United Kingdom

Germany

France 

Sweden

 

Other Investments

 

There are no transactions between the operating segments.

 

Previously, the United Kingdom segment was split between London and the Rest of United Kingdom. From 2017, the management of the United Kingdom portfolio has merged and comparative data has been restated to reflect this change.

 

The Group's results for the year ended 31 December 2017 by operating segment were as follows:

 


Investment Property




United Kingdom
£m

Germany
£m

France
£m

Sweden
£m

Other Investments £m

Total
£m








Rental income

54.1

24.4

15.2

-

-

93.7

Other property-related income

2.8

0.6

0.5

-

17.5

21.4

Service charge income

7.2

5.9

5.2

-

-

18.3

Revenue

64.1

30.9

20.9

-

17.5

133.4

Service charges and similar expenses

(9.1)

(5.9)

(5.3)

-

-

(20.3)

Net rental income

55.0

25.0

15.6

-

17.5

113.1

Administration expenses

(6.0)

(1.8)

(1.7)

-

(7.4)

(16.9)

Other expenses

(6.2)

(2.5)

(0.7)

-

(6.5)

(15.9)

Group revenue less costs

42.8

20.7

13.2

-

3.6

80.3

Net movements on revaluation of investment properties

39.9

34.2

20.1

-

-

94.2

Profit/(loss) on sale of investment property

43.7

(0.1)

0.1

-

-

43.7

Gain on sale of corporate bonds

-

-

-

-

4.5

4.5

Permanent impairment of value of corporate bond

-

-

-

-

(2.0)

(2.0)

Segment operating profit/(loss)

126.4

54.8

33.4

-

6.1

220.7

Finance income

-

-

-

2.2

7.9

10.1

Finance costs

(23.6)

(2.9)

(2.3)

-

(5.2)

(34.0)

Share of loss of associates after tax

-

-

-

-

(0.7)

(0.7)

Segment profit/(loss) before tax

102.8

51.9

31.1

2.2

8.1

196.1

Central administration expenses






(4.7)

Profit before tax






191.4

 

The Group's results for the year ended 31 December 2016 by operating segment were as follows:

 



Investment Property





United Kingdom
£m

(restated)

Germany
£m

France
£m

Sweden
£m

Other Investments £m

Total
£m









Rental income


54.9

20.4

14.7

1.3

-

91.3

Other property-related income


3.7

-

0.9

-

16.8

21.4

Service charge income


6.3

4.6

4.8

0.1

-

15.8

Revenue


64.9

25.0

20.4

1.4

16.8

128.5

Service charges and similar expenses


(9.9)

(5.6)

(5.4)

(0.5)

-

(21.4)

Net rental income


55.0

19.4

15.0

0.9

16.8

107.1

Administration expenses


(5.7)

(1.4)

(1.8)

(0.2)

(7.2)

(16.3)

Other expenses


(5.2)

(1.4)

(0.8)

-

(6.6)

(14.0)

Group revenue less costs


44.1

16.6

12.4

0.7

3.0

76.8

Net movements on revaluation of investment properties


12.1

12.4

11.6

-

-

36.1

Profit/(loss) on sale of investment property


4.8

-

(1.1)

5.4

-

9.1

Gain on sale of corporate bonds


-

-

-

-

3.2

3.2

Segment operating profit/(loss)


61.0

29.0

22.9

6.1

6.2

125.2

Finance income


-

-

0.1

1.4

12.1

13.6

Finance costs


(23.2)

(3.1)

(2.2)

(0.1)

(4.1)

(32.7)

Share of loss of associates after tax


-

-

-

-

(1.0)

(1.0)

Segment profit/(loss) before tax


37.8

25.9

20.8

7.4

13.2

105.1

Central administration expenses







(5.0)

Profit before tax







100.1

 

Other segment information:


Assets

Liabilities

Capital expenditure


2017
£m

2016
£m

2017
£m

2016
£m

2017
£m

2016
£m








Investment Property







United Kingdom*

925.4

948.9

510.3

567.6

66.2

20.2

Germany

584.8

368.4

346.3

206.5

190.1

42.0

France

296.1

263.8

201.9

184.2

6.0

4.4

Sweden

10.6

42.8

8.1

3.4

-

-

Other Investments

340.5

299.4

57.5

79.1

2.3

20.6


2,157.4

1,923.3

1,124.1

1,040.8

264.6

87.2

 

*    2016 restated to reflect merger of London and Rest of United Kingdom.

 

Included within the assets of other investments are investments in associates of £nil (2016: £0.2 million).

 

3 Administration cost ratio

The administration cost ratio is a key performance indicator of the Group. It represents the cost of running the property portfolio relative to its net income, and is calculated as follows:

 


2017
£m

2016
£m




Administration expenses of the operating segments

16.9

16.3

Central administration expenses

4.7

5.0

Total administration expenses of the Group

21.6

21.3

Less: administration expenses of Other Investments

(7.4)

(7.2)

Property-related and central administration expenses

14.2

14.1

Net rental income

113.1

107.1

Less: net rental income of First Camp

(13.1)

(12.5)

Net rental income of Investment Properties

100.0

94.6

Administration cost ratio

14.2%

14.9%

 

4 Profit for the year

Profit for the year has been arrived at after charging:


2017
£m

2016
£m




Auditor's remuneration



Fees payable to the Company's auditor for the audit of the Parent Company and Group accounts 

0.4

0.4

Fees payable to the Company's auditor for:



 Other services to the Group

-

0.1

 Audit of the Company's subsidiaries pursuant to legislation

0.1

0.1

Depreciation of property, plant and equipment (note 14)

1.1

1.1

Employee benefits expense (note 7)

14.5

14.0

Net foreign exchange gains (note 8)

1.8

4.8

Impairment loss recognised on other financial instruments

2.0

-

Provision against trade receivables

0.6

0.5

 

5 Finance income


2017
£m

2016
£m




Interest income

6.9

7.4

Other finance income

1.4

1.4

Foreign exchange variances

1.8

4.8


10.1

13.6

 

6 Finance costs


2017
£m

2016
£m




Interest expense



Bank loans

17.3

15.2

Debenture loan

2.4

2.8

Zero coupon note

-

0.8

Secured notes

2.8

2.9

Unsecured bonds

3.6

3.8

Amortisation of loan issue costs

1.6

1.5

Total interest costs

27.7

27.0

Less interest capitalised on development projects

(0.5)

(0.7)


27.2

26.3

Loss on early redemption of debt

9.7

2.4

Movement in fair value of derivative financial instruments



Interest rate swaps: transactions not qualifying as hedges

(2.9)

4.0


34.0

32.7

 

 

7 Taxation


2017
£m

2016
£m




Current tax charge

17.7

8.9

Deferred tax charge/(credit) (note 20)

15.8

(7.1)


33.5

1.8

 

 

A deferred tax credit of £1.9 million (2016: charge of £3.8 million) was recognised directly in equity (note 20).

 

The charge for the year differs from the theoretical amount which would arise using the weighted average tax rate applicable to profits of Group companies as follows:

 


2017
£m

2016
£m




Profit before tax

191.4

100.1

Tax calculated at domestic tax rates applicable to profits in the respective countries

39.6

22.2

Expenses not deductible for tax purposes

0.2

1.5

Tax effect of fair value movements on investments

(0.1)

(1.0)

Change in tax basis of United Kingdom properties, including indexation uplift

(5.6)

(3.1)

Non-taxable income

(1.4)

(0.3)

Deferred tax on losses not recognised

1.5

0.5

Tax liability released on disposals

1.7

(6.6)

Adjustment in respect of prior periods

(2.4)

(1.3)

Change in tax rate

-

(10.3)

Tax effect of losses in associates and joint ventures

-

0.2

Tax charge for the year

33.5

1.8

 

The weighted average applicable tax rate of 20.7% (2016: 22.2%) was derived by applying to their relevant profits and losses the rates in the jurisdictions in which the Group operated.

 

8 Earnings per share

Management has chosen to disclose the European Public Real Estate Association (EPRA) measure of earnings per share which has been provided to give relevant information to investors on the long-term performance of the Group's underlying property investment business. The EPRA measure excludes items which are non-recurring in nature such as profits (net of related tax) on sale of investment properties and of other non-current investments, and items which have no impact to earnings over their life, such as the change in fair value of derivative financial instruments and the net movement on revaluation of investment properties, and the related deferred taxation on these items.

 

Earnings

2017
£m

2016 

£m




Profit for the year attributable to owners of the Company

157.7

97.8

Net movements on revaluation of investment properties

(94.2)

(36.1)

Loss on early redemption of debt, net of tax

7.9

-

Profit on sale of investment properties, net of tax

(30.8)

(6.8)

Gain on sale of corporate bonds, net of tax

(3.6)

(3.2)

Permanent impairment of value of corporate bond, net of tax

1.6

-

Change in fair value of derivative financial instruments

(2.9)

5.4

Impairment of carrying value of associates

0.7

1.0

Deferred tax relating to the above adjustments

15.8

(7.2)

EPRA earnings

52.2

50.9

 

 

Weighted average number of ordinary shares

2017
Number

 

2016
Number

(restated*)




Weighted average number of ordinary shares in circulation

407,395,760

413,798,550

 

 

Earnings per Share

2017
Pence

 

2016
Pence

(restated*)




Basic

38.7

23.6

EPRA

12.8

12.3

 

 

*    On 8 May 2017, the Company subdivided each of its ordinary shares of 25 pence into ten new ordinary shares of 2.5 pence each. In accordance with IAS 33 Earnings per Share, the weighted average number of ordinary shares in circulation and earnings per share have been restated as if the subdivision were effective from 1 January 2016.

 

9 Net assets per share

Management has chosen to disclose the two European Public Real Estate Association (EPRA) measures of net assets per share: EPRA net assets per share and EPRA triple net assets per share. The EPRA net assets per share measure highlights the fair value of equity on a long-term basis, and so excludes items which have no impact on the Group in the long term, such as fair value movements of derivative financial instruments and deferred tax on the fair value of investment properties. The EPRA triple net assets per share measure discloses net assets per share on a true fair value basis: all balance sheet items are included at their fair value in arriving at this measure, including deferred tax, fixed-rate loan liabilities and any other balance sheet items not reported at fair value.

 

Net Assets

2017
£m

2016
£m




Basic net assets attributable to owners of the Company

1,026.5

876.4

Adjustment to increase fixed rate debt to fair value, net of tax

(5.9)

(28.3)

Goodwill as a result of deferred tax

(1.1)

(1.1)

EPRA triple net assets

1,019.5

847.0

Deferred tax on property and other non-current assets, net of minority interest

133.4

115.8

Fair value of derivative financial instruments

6.2

9.3

Adjustment to decrease fixed rate debt to book value, net of tax

5.9

28.3

EPRA net assets

1,165.0

1,000.4

 

 

Number of ordinary shares

2017
Number

2016 

Number

(restated*)




Number of ordinary shares in circulation

407,395,760

407,395,760

 

 

Net Assets Per Share

2017
Pence

 

2016
Pence

(restated*)




Basic

252.0

215.1

EPRA

286.0

245.6

EPRA triple net

250.2

207.9

 

*    On 8 May 2017, the Company subdivided each of its ordinary shares of 25 pence into ten new ordinary shares of 2.5 pence each. The number of ordinary shares in circulation and net assets per share have been restated as if the subdivision were effective from 1 January 2016.

 

10 Investment properties


United Kingdom
£m

Germany
£m

France
£m

Total 

£m






At 1 January 2017

921.3

356.9

258.4

1,536.6

Acquisitions

49.9

187.7

0.9

238.5

Capital expenditure

15.4

2.4

5.1

22.9

Disposals

(120.6)

(25.5)

(7.1)

(153.2)

Net movement on revaluation of investment properties

39.9

34.2

20.1

94.2

Rent-free period debtor adjustments

1.0

1.0

1.5

3.5

Exchange rate variances

-

17.7

11.1

28.8

Transfer to properties held for sale

(11.9)

(6.0)

-

(17.9)

At 31 December 2017

895.0

568.4

290.0

1,753.4

 

 


United Kingdom

£m

Germany

£m

France

£m

Total

£m






At 1 January 2016

891.8

259.4

215.6

1,366.8

Acquisitions

6.4

39.3

-

45.7

Capital expenditure

13.6

2.7

4.4

20.7

Disposals

(13.9)

-

(7.6)

(21.5)

Net movement on revaluation of investment properties

12.1

12.4

11.6

36.1

Rent-free period debtor adjustments

2.1

0.1

0.2

2.4

Exchange rate variances

-

43.0

34.2

77.2

Transfer to properties held for sale

9.2

-

-

9.2

At 31 December 2016

921.3

356.9

258.4

1,536.6

 

 

The investment properties (and the hotel, landholding and owner-occupied property detailed in note 14) were revalued at 31 December 2017 to their fair value. Valuations were based on current prices in an active market for all properties. The property valuations were carried out by external, professionally qualified valuers as follows:

 

United Kingdom: Cushman and Wakefield (2016: Cushman and Wakefield; Knight Frank)

Germany: Cushman and Wakefield 

France: Jones Lang LaSalle 

 

Property valuations are complex and require a degree of judgement and are based on data which is not publicly available. Consistent with EPRA guidance, we have classified the valuations of our property portfolio as level 3 as defined by IFRS 13. Inputs into the valuations include equivalent yields and rental income and are described as 'unobservable' as per IFRS 13. These inputs are analysed by segment in the property portfolio information on the inside front cover. All other factors remaining constant, an increase in rental income would increase valuations, whilst an increase in equivalent nominal yield would result in a fall in value and vice versa.

 

Investment properties included leasehold properties with a carrying amount of £41.1 million (2016: £48.1 million). 

 

Interest capitalised within capital expenditure in the year amounted to £0.5 million (2016: £0.7 million).

 

Where the Group leases out its investment property under operating leases the duration is typically three years or more. No contingent rents have been recognised in either the current or the comparative year.

 

Substantially all investment properties (and the hotel detailed in note 14) are secured against debt.

 

In 2010 the Group purchased a property in London for £1.8 million. Under the terms of the purchase agreement, should the site be developed, additional consideration may become due to the vendor. The maximum liability in respect of this is estimated to be £0.5 million. At the balance sheet date, the fair value of the liability was £nil (2016: £nil).

 

 

11 Property, plant and equipment


Hotel
£m

Land and buildings
£m

Owner- occupied property
£m

Fixtures
and fittings
£m

Total 

£m







Cost or valuation






At 1 January 2016

26.7

44.4

6.0

4.7

81.8

Additions

-

20.6

-

0.2

20.8

Revaluation

0.4

2.3

(0.1)

-

2.6

Exchange rate variances

5.2

-

-

5.2

At 31 December 2016

27.1

72.5

5.9

4.9

110.4







Additions

-

2.3

-

0.9

3.2

Disposals

-

-

(5.9)

-

(5.9)

Revaluation

0.5

(2.0)

-

-

(1.5)

Exchange rate variances

1.5

-

-

1.5

At 31 December 2017

27.6

74.3

-

5.8

107.7







Comprising:






At cost

-

-

-

5.8

5.8

At valuation 31 December 2017

74.3

-

-

101.9


74.3

-

5.8

107.7







Accumulated depreciation and impairment






At 1 January 2016

(0.2)

(0.4)

(0.2)

(2.1)

(2.9)

Depreciation charge

(0.4)

-

(0.5)

(1.1)

At 31 December 2016

(0.4)

(0.8)

(0.2)

(2.6)

(4.0)







Disposals

-

-

0.2

-

0.2

Depreciation charge

(0.3)

-

(0.6)

(1.1)

At 31 December 2017

(1.1)

-

(3.2)

(4.9)







Net book value






At 31 December 2017

73.2

-

2.6

102.8







At 31 December 2016

71.7

5.7

2.3

106.4

 

A hotel, an owner-occupied property and a landholding were revalued at each balance sheet date based on the external valuation performed by Cushman and Wakefield, Knight Frank and L Fällström AB, respectively. The other land and buildings, which were owned by the First Camp Sverige Holding AB group, were revalued based on an external valuation performed by Forum Fastighetsekonomi AB.

 

12 Investments in associates


Total
£m



At 1 January 2017

0.2

Conversion of convertible loan into shares

0.5

Impairment

(0.7)

At 31 December 2017

-

 

A convertible loan to Nyheter 24 Media Network AB was converted into equity on 26 November 2017 at the option of the borrower.

 


Net assets
£m

Goodwill
£m

Impairment £m

Total
£m






At 1 January 2016

0.6

1.3

(0.4)

1.5

Share of loss of associates after tax

(0.1)

-

0.1

-

Dividends received

(0.3)

-

-

(0.3)

Impairment

-

(1.3)

0.3

At 31 December 2016

0.2

-

-

 

13 Other financial investments


Investment type

Destination
of Investment

2017
£m

2016
£m






Available-for-sale financial investments carried at fair value

Listed corporate bonds

UK

11.5

10.9



Eurozone 

6.3

9.8



Other

47.7

44.4




65.5

65.1







Listed equity securities

Sweden

55.9

50.8


Unlisted investments

Sweden

0.4

0.5




121.8

116.4

 

The movement of other financial investments, analysed based on the methods used to measure their fair value, was as follows:

 


Level 1
Quoted
market
prices 

£m

Level 2 Observable market
data
£m

Level 3
Other
valuation

methods* 

£m

Total
£m






At 1 January 2017

50.8

65.1

0.5

116.4

Additions

-

11.9

-

11.9

Disposals

(3.5)

(9.6)

-

(13.1)

Fair value movements recognised in reserves on available-for-sale assets

9.8

4.1

-

13.9

Fair value movements recognised in profit before tax on available-for-sale assets

(1.6)

(1.3)

-

(2.9)

Exchange rate variations

0.4

(4.7)

(0.1)

(4.4)

At 31 December 2017

55.9

65.5

0.4

121.8

 

 


Level 1
Quoted
market
prices 

£m

Level 2 Observable market
data
£m

Level 3
Other
valuation

methods* 

£m

Total
£m






At 1 January 2016

43.1

73.4

4.5

121.0

Additions

1.1

35.9

-

37.0

Disposals

(2.3)

(52.1)

(4.1)

(58.5)

Fair value movements recognised in reserves on available-for-sale assets

4.7

3.0

-

7.7

Fair value movements recognised in profit before tax on available-for-sale assets

(0.4)

1.7

-

1.3

Exchange rate variations

4.6

3.2

0.1

7.9

At 31 December 2016

50.8

65.1

0.5

116.4

 

 

*    Unlisted equity shares valued using multiples from comparable listed organisations.

 

Corporate Bond Portfolio

At 31 December 2017

 

Sector

Banking

Insurance

Travel
and Tourism

Telecoms
and IT

Energy and Resources

Other

Total









Value

£23.9m

£2.0m

£9.5m

£12.1m

£10.4m

£7.6m

£65.5m

Running yield

6.8%

5.8%

7.4%

7.1%

10.2%

4.1%

7.1%

Issuers

RBS

PGH Capital

SAS

Dell

Enel

L Brands



HSBC

Brit Insurance

Hertz

Seagate

Seadrill

Stora Enso



Lloyds


Stena

Centurylink

Transocean

Liberty Interactive



Barclays


British Airways

Telecom Italia

Freeport-




Unicredit



Western Digital

McMoRan




Santander








Allied Irish








Std Chartered








Credit Agricole








Deutsche Bank








Societe Generale







 

14 Trade and other receivables


2017
£m

2016 

£m




Current



Trade receivables

3.7

3.8

Prepayments

1.6

2.3

Accrued income

1.5

3.4

Other debtors

2.7

50.4


9.5

59.9

 

 

There was no concentration of credit risk with respect to trade receivables as the Group had a large number of customers spread across the countries in which it operated.

 

There were no material trade and other receivables classified as past due but not impaired (2016: none). No trade and other receivables were interest-bearing.

 

Included within other debtors is £nil (2016: £0.2 million) due after more than one year, and £nil (2016: £42.1 million) due on the disposal of an investment property.

 

15 Cash and cash equivalents


2017
£m

2016
£m




Cash at bank and in hand

141.2

99.0

Cash held on behalf of third parties

5.5

-


146.7

99.0

 

At 31 December 2017, Group cash at bank and in hand included £17.6 million (2016: £12.5 million) which was restricted by a third-party charge.

 

At 31 December 2017 the Group held cash on behalf of a third party.  This cash was paid to the third party in January 2018.  As the Group holds no beneficial interest in this cash at the year end it has been excluded from the Group cash flow statement and all other cash measures.

 

 

16 Trade and other payables


2017
£m

2016
£m




Current



Trade payables

2.8

3.4

Social security and other taxes

3.2

8.2

Other payables

16.7

11.1

Accruals

21.4

13.9

Deferred income

14.8

13.9


58.9

50.5

 

17 Deferred tax


2017
£m

2016
£m




Deferred tax assets:



- after more than 12 months

(3.3)

(3.1)

Deferred tax liabilities:



- after more than 12 months

137.9

120.7


134.6

117.6

 

The movement in deferred tax was as follows:


2017
£m

2016
£m




At 1 January

117.6

111.4

(Credited)/charged in arriving at profit after tax

15.8

(7.1)

Charged/(credited) to other comprehensive income

(1.9)

3.8

Exchange rate variances

3.1

9.5

At 31 December

134.6

117.6

 

The movement in deferred tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, was as follows:

 

Deferred tax assets

Tax losses
£m

Other
£m

Total 

£m





At 1 January 2017

-

(3.1)

(3.1)

Charged in arriving at profit after tax

-

(1.0)

(1.0)

Charged to other comprehensive income

-

0.8

0.8

At 31 December 2017

-

(3.3)

(3.3)

 

 

Deferred tax assets

Tax losses
£m

Other
£m

Total
£m





At 1 January 2016

(0.1)

(3.2)

(3.3)

Charged in arriving at profit after tax

0.1

-

0.1

Charged to other comprehensive income

-

0.2

0.2

Exchange rate variances

-

(0.1)

(0.1)

At 31 December 2016

-

(3.1)

(3.1)

 

 

 

Deferred tax liabilities

UK capital

allowances

£m

Fair value

adjustments to

properties

£m

Other

£m

Total

£m






At 1 January 2017

11.1

106.9

2.7

120.7

Charged/(credited) in arriving at profit after tax

(0.7)

16.9

0.6

16.8

Charged to other comprehensive income

-

(2.0)

(0.7)

(2.7)

Exchange rate variances

-

3.0

0.1

3.1

At 31 December 2017

10.4

124.8

2,7

137.9

 

 

Deferred tax liabilities

UK capital

allowances

£m

Fair value

adjustments to

properties

£m

Other

£m

Total

£m






At 1 January 2016

10.5

102.8

1.4

114.7

(Credited)/charged in arriving at profit after tax

0.5

(8.1)

0.4

(7.2)

Charged to other comprehensive income

-

2.8

0.8

3.6

Exchange rate variances

0.1

9.4

0.1

9.6

At 31 December 2016

11.1

106.9

2.7

120.7

 

Deferred tax has been calculated at a weighted average across the Group of 19.6% (2016: 20.7%), and has been based on the rates applicable under legislation substantively enacted at the balance sheet date.

 

Deferred tax assets are recognised in respect of tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable. At 31 December 2017 the Group did not recognise deferred tax assets of £8.2 million (2016: £6.7 million) in respect of losses amounting to £30.4 million (2016: £26.5 million) which can be carried forward against future taxable income or gains. The majority of deferred tax assets recognised within the "other" category relate either to deferred tax on swaps with a negative book value or to corporate bonds carried at below cost. Losses recognised as deferred tax assets can be carried forward without restriction.

 

18 Borrowings


At 31 December 2017

At 31 December 2016


Current
£m

Non-current

£m

Total borrowings

£m

Current
£m

Non-current

£m

Total borrowings £m








Bank loans

103.0

678.1

781.1

119.8

573.2

693.0

Debenture loans

-

-

-

2.0

23.4

25.4

Unsecured bonds

-

65.0

65.0

(0.1)

64.7

64.6

Secured notes

4.1

58.7

62.8

4.1

62.8

66.9


107.1

801.8

908.9

125.8

724.1

849.9

 

Arrangement fees of £5.4 million (2016: £4.5 million) have been offset in arriving at the balances in the above tables.

 

Bank loans

Interest on bank loans is charged at fixed rates ranging between 0.8% and 5.5%, including margin (2016: 0.8% and 6.9%) and at floating rates of typically LIBOR, EURIBOR or STIBOR, plus a margin. Floating rate margins range between 0.9% and 2.8% (2016: 0.8% and 3.8%). All bank loans are secured by legal charges over the respective properties, and in most cases a floating charge over the remainder of the assets held in the company which owns the property. In addition, the share capital of some of the subsidiaries within the Group has been charged.

 

Debenture loans

The debenture loans, which represented amortising bonds repayable in equal quarterly instalments of £1.2 million (2016: £1.2 million) with final repayment due in January 2025, were redeemed in full in December 2017. Each instalment had been apportioned between principal and interest on a reducing balance basis. Interest was charged at an annual fixed rate of 10.8%, including margin, and the debentures had been secured by a legal charge over a property and securitisation of its rental income.

 

Unsecured bonds

On 11 September 2012, the Group issued £65.0 million unsecured retail bonds, which attract a fixed rate coupon of 5.5% and are due for repayment in 2019. The bonds are listed on the London Stock Exchange's Order book for Retail Bonds.

 

Secured notes

On 3 December 2013, the Group issued £80.0 million secured, partially-amortising notes. The notes attract a fixed-rate coupon of 4.17% on the unamortised principal, the balance of which is repayable in December 2022.

 

The maturity profile of the carrying amount of the Group's borrowings was as follows:

 

At 31 December 2017

Bank
loans
£m

Debenture loans 

£m

Unsecured bonds
£m

Secured
notes
£m

Total
£m







Within one year or on demand

104.5

-

-

4.2

108.7

More than one but not more than two years

55.7

-

65.0

4.2

124.9

More than two but not more than five years

501.4

-

-

54.9

556.3

More than five years

124.4

-

-

-

124.4


786.0

-

65.0

63.3

914.3

Unamortised issue costs

(4.9)

-

-

(0.5)

(5.4)

Borrowings

781.1

-

65.0

62.8

908.9

Less amount due for settlement within 12 months

(103.0)

-

-

(4.1)

(107.1)

Amounts due for settlement after 12 months

678.1

-

65.0

58.7

801.8

 

 

At 31 December 2016

Bank
loans
£m

Debenture loans 

£m

Unsecured bonds
£m

Secured
notes
£m

Total
£m







Within one year or on demand

120.9

2.0

-

4.2

127.1

More than one but not more than two years

112.2

2.2

-

4.2

118.6

More than two but not more than five years

368.5

8.4

65.0

12.5

454.4

More than five years

95.0

12.8

-

46.5

154.3


696.6

25.4

65.0

67.4

854.4

Unamortised issue costs

(3.6)

-

(0.4)

(0.5)

(4.5)

Borrowings

693.0

25.4

64.6

66.9

849.9

Less amount due for settlement within 12 months

(119.8)

(2.0)

0.1

(4.1)

(125.8)

Amounts due for settlement after 12 months

573.2

23.4

64.7

62.8

724.1

 

The interest rate risk profile of the Group's fixed rate borrowings was as follows:

 


At 31 December 2017

At 31 December 2016


Weighted
average
fixed rate

of financial
liabilities
%

Weighted
average
period for
which rate
is fixed
Years

Weighted
average
fixed rate
of financial
liabilities
%

Weighted
average
period for
which rate
is fixed
Years






Sterling

4.5

3.5

5.6

5.1

Euro

1.4

5.1

1.3

5.7

 

The interest rate risk profile of the Group's floating rate borrowings was as follows:

 


At 31 December 2017

At 31 December 2016

 


% of net
floating rate
loans capped

Average capped interest rate
%

Average
tenure
Years

% of net
floating rate
loans capped

Average capped interest rate
%

Average
tenure
Years








Sterling

6

3.0

0.5

10

4.1

1.0

Euro

14

2.7

1.6

11

3.8

1.9

 

 

The carrying amounts of the Group's borrowings are denominated in the following currencies:

 


At 31 December 2017

At 31 December 2016


Fixed rate
financial
liabilities
£m

Floating rate
financial
liabilities
£m

Total
£m

Fixed rate
financial
liabilities
£m

Floating rate
financial
liabilities
£m

Total
£m








Sterling

149.5

278.1

427.6

182.7

296.3

479.0

Euro

233.5

210.1

443.6

92.8

223.8

316.6

Swedish Krona

13.0

24.7

37.7

14.6

39.7

54.3


396.0

512.9

908.9

290.1

559.8

849.9

 

The carrying amounts and fair values of the Group's borrowings are as follows:

 


Carrying amounts

Fair values


2017
£m

2016
£m

2017
£m

2016 

£m






Current borrowings

107.1

125.8

107.1

125.8

Non-current borrowings

801.8

724.1

809.0

748.2


908.9

849.9

916.1

874.0

 

The valuation methods used to measure the fair values of the Group's borrowings were derived from inputs which were either observable as prices or derived from prices (Level 2).

 

Arrangement fees of £5.4 million (2016: £4.5 million) have been offset in arriving at the balances in the above table.

 

The fair value of non-current borrowings represents the amount at which a financial instrument could be exchanged in an arm's length transaction between informed and willing parties, discounted at the prevailing market rate, and excludes accrued interest.

 

The Group has the following undrawn committed facilities available at 31 December:

 


2017
£m

2016 

£m




Floating rate:



- expiring within one year

63.1

45.8

 

 

19 Derivative financial instruments

 


2017

Assets

£m

2017

Liabilities

£m

2016

Assets

£m

2016

Liabilities

£m






Non-current





Interest rate caps and swaps

0.1

(6.9)

-

(9.8)

Current





Forward foreign exchange contracts

0.6

-

0.5

-


0.7

(6.9)

0.5

(9.8)

 

 

The valuation methods used to measure the fair value of all derivative financial instruments were derived from inputs which were either observable as prices or derived from prices (Level 2).

 

There were no derivative financial instruments accounted for as hedging instruments.

 

Interest rate swaps

The aggregate notional principal of interest rate swap contracts at 31 December 2017 was £158.0 million (2016: £158.4 million). The average period to maturity of these interest rate swaps was 3.9 years (2016: 4.9 years).

 

Forward foreign exchange contracts

The Group uses forward foreign exchange contracts from time to time to add certainty to, and to minimise the impact of foreign exchange movements on, committed cash flows. At 31 December 2017 the Group had £23.3 million of outstanding net foreign exchange contracts (2016: £18.4 million).

 

20 Financial instruments 

Categories of financial instruments

Financial assets of the Group comprise: interest rate caps; foreign currency forward contracts; available-for-sale investments; investments in associates; trade and other receivables; and cash and cash equivalents.

 

Financial liabilities of the Group comprise: interest rate swaps; forward foreign currency contracts; bank loans; debenture loans; zero coupon notes; unsecured bonds; secured notes; trade and other payables; and current tax liabilities.

 

The fair values of financial assets and liabilities are determined as follows:

 

(a) Interest rate swaps and caps are measured at the present value of future cash flows based on applicable yield curves derived from quoted interest rates.

(b) Foreign currency options and forward contracts are measured using quoted forward exchange rates and yield curves derived from quoted interest rates matching maturities of the contracts.

(c) The fair values of non-derivative financial assets and liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices. Financial assets in this category include available-for-sale instruments such as listed corporate bonds and equity investments.

(d) In more illiquid conditions, non-derivative financial assets are valued using multiple quotes obtained from market makers and from pricing specialists. Where the spread of prices is tightly clustered the consensus price is deemed to be fair value. Where prices become more dispersed or there is a lack of available quoted data, further procedures are undertaken such as evidence from the last non-forced trade.

(e) The fair values of other non-derivative financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis, using prices from observable current market transactions and dealer quotes for similar instruments.

 

Except for investments in associates and fixed rate loans, the carrying amounts of financial assets and liabilities recorded at amortised cost approximate to their fair value.

 

Capital risk management

The Group manages its capital to ensure that entities within the Group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of debt and equity balances. The capital structure of the Group consists of debt, cash and cash equivalents, other investments and equity attributable to the owners of the parent, comprising issued capital, reserves and retained earnings. Management perform "stress tests" of the Group's business model to ensure that the Group's objectives can be met. The objectives have been met in the year.

 

The Directors review the capital structure on a quarterly basis to ensure that key strategic goals are being achieved. As part of this review they consider the cost of capital and the risks associated with each class of capital.

 

The gearing ratio at the year end was as follows:

 


2017
£m

2016
£m




Debt

914.3

854.4

Liquid resources

(206.7)

(164.1)

Net debt

707.5

690.3

Equity

1,033.3

882.5

Net debt to equity ratio

68%

78%

 

 

Debt is defined as long-term and short-term borrowings before unamortised issue costs as detailed in note 21. Liquid resources are cash and short-term deposits and listed corporate bonds. Equity includes all capital and reserves of the Group attributable to the owners of the Company.

 

Externally imposed capital requirement

At 31 December 2017 the Group was subject to a minimum equity ratio of total equity to total assets of 22.5% imposed by unsecured bonds of £65.0 million (2016: £65.0 million). The Group was also restricted from making distributions to shareholders if to do so would reduce net assets below £250 million, imposed by unsecured bonds of £65.0 million (2016: £65.0 million).

 

Additionally, the Group was subject to externally imposed capital requirements to the extent that debt covenants may require Group companies to maintain ratios such as debt to equity (or similar) below certain levels.

 

Risk management objectives

The Group's activities expose it to a variety of financial risks, which can be grouped as:

 

• market risk

• credit risk

• liquidity risk

 

The Group's overall risk management approach seeks to minimise potential adverse effects on the Group's financial performance whilst maintaining flexibility.

 

Risk management is carried out by the Group's treasury department in close co-operation with the Group's operating units and with guidance from the Board of Directors. The Board regularly assesses and reviews the financial risks and exposures of the Group.

 

(a) Market risk

The Group's activities expose it primarily to the financial risks of changes in interest rates and foreign currency exchange rates, and to a lesser extent other price risk. The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign currency risk and also uses natural hedging strategies such as matching the duration, interest payments and currency of assets and liabilities.

 

(i) Interest rate risk

The Group's most significant interest rate risk arises from its long-term variable rate borrowings. Interest rate risk is regularly monitored by the treasury department and by the Board on both a country and a Group basis. The Board's policy is to mitigate variable interest rate exposure whilst maintaining the flexibility to borrow at the best rates and with consideration to potential penalties on termination of fixed rate loans. To manage its exposure the Group uses interest rate swaps, interest rate caps and natural hedging from cash held on deposit.

 

In assessing risk, a range of scenarios is taken into consideration such as refinancing, renewal of existing positions and alternative financing and hedging. Under these scenarios, the Group calculates the impact on the income statement for a defined movement in the underlying interest rate. The impact of a reasonably likely movement in interest rates is set out below:

 

Scenario

2017

Income statement

£m

2016

Income statement

£m




Cash +50 basis points

0.7

0.5

Variable borrowings (including caps) +50 basis points

(2.4)

(2.8)

Cash -50 basis points

(0.7)

(0.5)

Variable borrowings (including caps) -50 basis points

1.4

1.5

 

(ii) Foreign exchange risk

The Group does not have any regular transactional foreign exchange exposure. However, it has operations in Europe which transact business denominated in euros and, to a lesser extent, in Swedish kronor. Consequently, there is currency exposure caused by translating into sterling the local trading performance and net assets for each financial period and balance sheet, respectively.

 

The policy of the Group is to match the currency of investments with the related borrowing, which largely eliminates foreign exchange risk on property investments. A portion of the remaining operations, equating to the net assets of the foreign property operations, is not hedged except in exceptional circumstances, such as the uncertainty surrounding the euro in late 2011. Where foreign exchange risk arises from future commercial transactions, the Group will hedge the future committed commercial transaction using foreign exchange swaps or forward foreign exchange contracts.

 

The Group's principal currency exposures are in respect of the euro and the Swedish krona. If the value of sterling were to increase or decrease in strength the Group's net assets and profit for the year would be affected. The impact of a 1% increase or decrease in the strength of sterling against these currencies is set out below:

 

Scenario

2017
Net
assets
£m

2017
Profit 

before tax
£m

2016
Net
assets
£m

2016
Profit
before tax
£m






1% increase in value of sterling against the euro

(3.6)

(0.8)

(2.0)

(0.4)

1% increase in value of sterling against the Swedish krona

(0.4)

-

(0.4)

(0.1)

1% fall in value of sterling against the euro

3.6

0.8

2.0

0.4

1% fall in value of sterling against the Swedish krona

0.4

-

0.4

0.1

 

(iii) Other price risk

The Group is exposed to corporate bond price risk and, to a lesser extent, to equity securities price risk, because of investments held by the Group and classified in the balance sheet as available-for-sale.

 

In order to manage the risk in relation to the holdings of corporate bonds and equity securities the Group holds a diversified portfolio. Diversification of the portfolio is managed in accordance with the limits set by the Group.

 

The table below shows the effect on other comprehensive income which would result from an increase or decrease of 10% in the market value of corporate bonds and listed equity securities, which is an amount management believes to be reasonable in the current market:

 

Scenario: Shift of 10% in valuations

2017
Other Comprehensive Income
£m

2016
Other Comprehensive Income
£m




10% fall in value

(12.1)

(11.6)

10% increase in value

12.1

11.6

 

(b) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk arises from the ability of customers to meet outstanding receivables and future lease commitments, and from financial institutions with which the Group places cash and cash equivalents, and enters into derivative financial instruments. The maximum exposure to credit risk is partly represented by the carrying amounts of the financial assets which are carried in the balance sheet, including derivatives with positive fair values.

 

For credit exposure other than to occupiers, the Directors believe that counterparty risk is minimised to the fullest extent possible as the Group has policies which limit the amount of credit exposure to any individual financial institution.

 

The Group has policies in place to ensure that rental contracts are made with customers with an appropriate credit history. Credit risk to customers is assessed by a process of internal and external credit review, and is reduced by obtaining bank guarantees from the customer or its parent, and rental deposits. The overall credit risk in relation to customers is monitored on an ongoing basis. Moreover, a significant proportion of the Group portfolio is let to Government occupiers which can be considered financially secure.

 

At 31 December 2017 the Group held £121.8 million (2016: £116.4 million) of available-for-sale financial assets. Management considers the credit risk associated with individual transactions and monitors the risk on a continuing basis. Information is gathered from external credit rating agencies and other market sources to allow management to react to any perceived change in the underlying credit risk of the instruments in which the Group invests. This allows the Group to minimise its credit exposure to such items and at the same time to maximise returns for shareholders.

 

The table below shows the external Standard & Poor's credit banding on the available-for-sale financial investments held by the Group:

 

S&P Credit rating at balance sheet date

2017
£m

2016
£m




Investment grade

6.7

6.8

Non-investment grade

52.7

43.7

Not rated

62.4

65.9

Total

121.8

116.4

 

(c) Liquidity risk

Liquidity risk management requires maintaining sufficient cash, other liquid assets and the availability of funding to meet short, medium and long-term requirements. The Group maintains adequate levels of liquid assets to fund operations and to allow the Group to react quickly to potential opportunities.

 

Management monitors rolling forecasts of the Group's liquidity on the basis of expected cash flows so that future requirements can be managed effectively.

 

The majority of the Group's debt is arranged on an asset-specific, non-recourse basis. This allows the Group a higher degree of flexibility in dealing with potential covenant defaults than if the debt was arranged under a Group-wide borrowing facility.

 

 

Loan covenant compliance is closely monitored by the treasury department. Potential covenant breaches can ordinarily be avoided by placing additional security or a cash deposit with the lender, or by partial repayment to cure an event of default.

 

The table below analyses the Group's contractual undiscounted cash flows payable under financial liabilities and derivative assets and liabilities at the balance sheet date, into relevant maturity groupings based on the period remaining to the contractual maturity date. Amounts due within one year are equivalent to the carrying values in the balance sheet as the impact of discounting is not significant.

 

At 31 December 2017

Less than
1 year
£m

1 to 2
years
£m

2 to 5
years
£m

Over
5 years
£m






Non-derivative financial liabilities:





Borrowings

108.7

124.9

556.3

124.4

Interest payments on borrowings*

26.9

27.2

24.4

26.3

Trade and other payables

53.4

-

-

-

Forward foreign exchange contracts:





Cash flow hedges





- Outflow

0.6

-

-

-

- Inflow

0.6

-

-

-

 

 

At 31 December 2016

Less than
1 year
£m

1 to 2
years
£m

2 to 5
years
£m

Over
5 years
£m






Non-derivative financial liabilities:





Borrowings

127.1

118.6

454.4

154.3

Interest payments on borrowings*

25.9

25.0

24.4

24.3

Trade and other payables

50.5

-

-

-

Forward foreign exchange contracts:





Cash flow hedges





- Outflow

(18.4)

-

-

-

- Inflow

18.4

-

-

-

 

*    Interest payments on borrowings are calculated without taking into account future events. Floating rate interest is estimated using a future interest rate curve as at 31 December.

 

21 Share capital


Number





Ordinary
shares in circulation

Treasury
shares

Total
ordinary
shares

Ordinary shares in circulation
£m

Treasury shares
£m

Total 

ordinary shares
£m








At 1 January 2017

40,739,576

3,138,202

43,877,778

10.2

0.8

11.0

Issued on subdivision

366,656,184

28,243,818

394,900,002

-

-

-

At 31 December 2017

407,395,760

31,382,020

438,777,780

10.2

0.8

11.0

 

 

 


Number





Ordinary
shares in circulation

Treasury
shares

Total
ordinary
shares

Ordinary shares in circulation
£m

Treasury shares
£m

Total 

ordinary shares
£m








At 1 January 2016

42,140,581

2,888,103

45,028,684

10.6

0.7

11.3

Issued

5,000

(5,000)

-

-

-

-

Cancelled following tender offers

(1,150,906)

-

(1,150,906)

(0.3)

-

(0.3)

Purchase of own shares:







- pursuant to market purchase

(255,099)

255,099

-

(0.1)

0.1

-

At 31 December 2016

40,739,576

3,138,202

43,877,778

10.2

0.8

11.0

 

 

On 8 May 2017, each of the existing ordinary shares of 25 pence each was subdivided into ten new ordinary shares of 2.5 pence each.

 

22 Distributions to shareholders

An interim dividend for 2017 of 2.05 pence per ordinary share of 2.5 pence, or £8.4 million, was paid on 29 September 2017. The proposed final dividend of 4.30 pence per ordinary share was recommended by the Board on 6 March 2018 and, subject to approval by shareholders, is payable on 27 April 2018 to shareholders on the register at the close of business on 3 April 2018. The aggregate amount of the 2017 final dividend of £17.5 million has been calculated using the total number of eligible shares outstanding at 31 December 2017. The total dividend for the year would be 6.35 pence per ordinary share of 2.5 pence (2016: 57.5 pence per ordinary share of 25 pence), comprising £25.9 million.

 

A tender offer by way of a Circular dated 26 August 2016 for the purchase of 1 in 100 shares at 1,750 pence per ordinary share of 25 pence was completed in September 2016. It returned £7.2 million to shareholders, equivalent to 17.5 pence per ordinary share of 25 pence. A final dividend in respect of the financial year ended 31 December 2016 of 40.0 pence per ordinary share of 25 pence was paid on 28 April 2017, returning £16.3 million to shareholders, and making total distributions for the year £23.5 million.

 

23 Share premium


2017
£m

2016

£m




At 1 January

83.1

83.0

Ordinary shares issued from treasury shares

-

0.1

At 31 December

83.1

83.1

 

 

24 Other reserves


Capital redemption reserve
£m

Cumulative translation reserve
£m

Fair value reserve
£m

Share-based payment reserve

£m

Other
reserves
£m

Total
£m








At 1 January 2017

22.7

57.2

17.9

-

28.1

125.9

Exchange rate variances

-

7.5

-

-

-

7.5

Property, plant and equipment







- net fair value deficits in the year

-

-

(1.2)

-

-

(1.2)

- deferred tax thereon

-

-

0.9

-

-

0.9

- disposals

-

-

(3.9)

-

-

(3.9)

- deferred tax thereon

-

-

0.5

-

-

0.5

Available-for-sale financial assets:







- fair value gains in the year

-

-

13.9

-

-

13.9

- realised fair value gains



(2.9)



(2.9)

- released on impairment



2.0



2.0

- deferred tax thereon

-

-

(0.1)

-

-

(0.1)

Share-based payment charge

-

-

-

0.4

-

0.4

At 31 December 2017

22.7

64.7

27.1

0.4

28.1

143.0

 

 

 


Capital redemption reserve
£m

Cumulative translation reserve
£m

Fair value reserve
£m

Other
reserves
£m

Total
£m







At 1 January 2016

22.4

24.6

10.0

28.1

85.1

Purchase of own shares:






- cancellation pursuant to tender offer

0.3

-

-

-

0.3

Exchange rate variances

-

32.6

-

-

32.6

Property, plant and equipment






- net fair value gains in the year

-

-

1.7

-

1.7

- deferred tax thereon

-

-

(1.8)

-

(1.8)

Available-for-sale financial assets:






- net fair value gains in the year

-

-

9.0

-

9.0

- deferred tax thereon

-

-

(1.0)

-

(1.0)

At 31 December 2016

22.7

57.2

17.9

28.1

125.9

 

 

The cumulative translation reserve comprises the aggregate effect of translating net assets of overseas subsidiaries into sterling since acquisition.

 

The fair value reserve comprises the aggregate movement in the value of corporate bonds, other available-for-sale assets and owner-occupied property since acquisition, net of deferred tax.

 

The amount classified as other reserves was created prior to listing in 1994 on a Group reconstruction and is considered to be non-distributable.

 

25 Notes to the cash flow

 

Cash generated from operations

2017
£m

2016
£m




Operating profit

216.0

120.2

Adjustments for:



Net movements on revaluation of investment properties

(94.2)

(36.1)

Depreciation and amortisation

1.1

1.1

Profit on sale of investment property

(43.7)

(9.1)

Gain on sale of other financial instruments, net of impairments

(2.5)

(3.2)

Non-cash rental income

(3.5)

(2.4)

Share-based payment expense

0.4

0.1

Changes in working capital:



Decrease/(increase) in receivables

2.6

(2.7)

(Decrease) in payables

(0.3)

(5.9)

Cash generated from operations

75.9

62.0

 

 

 

Changes in liabilities arising from financing activities

Notes

1 January 2017
£m

Financing cash flows
£m

Amortisation of loan issue costs

£m

Fair value adjustments

£m

Foreign exchange

£m

31 December 2017
£m









Borrowings

21

849.9

41.9

1.6

-

15.5

908.9

Interest rate swaps

22

9.8

-

-

(2.9)

-

6.9

Interest rate caps

22

-

(0.1)

-

-

-

(0.1)

Forward foreign exchange contracts

22

(0.5)

(3.7)

-

-

3.6

(0.6)



859.2

38.1

1.6

(2.9)

19.1

915.1

 

26 Contingencies

At 31 December 2017 CLS Holdings plc had guaranteed certain liabilities of Group companies. These were primarily in relation to Group borrowings and covered interest and amortisation payments. No cross-guarantees had been given by the Group in relation to the principal amounts of these borrowings.

 

27 Commitments

At the balance sheet date the Group had contracted with customers for the following minimum lease payments:

 

Operating lease commitments - where the Group is lessor

2017
£m

2016 

£m




Within one year

98.5

84.9

More than one but not more than five years

293.7

268.5

More than five years

165.4

193.1


557.6

546.5

 

 

Operating leases where the Group is the lessor are typically negotiated on a customer-by-customer basis and include break clauses and indexation provisions.

 

Other commitments

At 31 December 2017 the Group had contracted capital expenditure of £9.1 million (2016: £9.3 million). At the balance sheet date, the Group had conditionally exchanged contracts to acquire an investment property for £nil million (2016: £31.4 million). There were no authorised financial commitments which were yet to be contracted with third parties (2016: none).

 


This information is provided by RNS
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