TIDMPSDL
RNS Number : 0791C
Phoenix Spree Deutschland Limited
27 September 2018
Phoenix Spree Deutschland Limited
(The "Company" or "PSDL")
Interim Results for the half year to 30 June 2018
ACTIVE ASSET MANAGEMENT STRATEGY DRIVES RENTAL GROWTH &
VALUATION GAINS
Phoenix Spree Deutschland (LSE: PSDL.LN), the UK listed
investment company specialising in German residential real estate,
announces its Interim Results for the six months ended 30 June
2018.
Financial highlights
- Annualised like-for-like rental income up 11.4% to EUR14.5
million (six months to 30 June 2017: EUR13.1 million).
- Following the sale of Nuremberg & Fürth and Northern
German portfolios, reported gross rental income of EUR9.1 million
(six months to 30 June 2017: EUR9.5 million).
- Strong like-for-like rent per sqm growth of 9.9% (six months to 30 June 2017 5.0%).
- EPRA NAV per share up 2.9% in H1 2018 to EUR4.23 per share (31 December 2017: EUR4.11).
- EPRA NAV per share total return in H1 2018 of 4.1% (six months to 30 June 2017: 23.7%).
- Profit before tax down 69.3% year-on-year to EUR19.4 million
(six months to 30 June 2017 EUR63.1 m), due to lower net valuation
gains after exceptionally strong prior year.
- Net loan to value of 25.8% at 30 June 2018 (31 December 2017:
31.6%). Average debt maturity now exceeds 8.1 years, with average
interest rate of 2.1%.
- Increased first half dividend of EUR2.35 cents (GBP 2.1
pence), up 3.1% year-on-year (30 June 2017: EUR2.28 cents (GBP 2.0
pence)).
Operational highlights
- Like-for-like Portfolio value, adjusting for impact of
acquisitions net of disposals, increased by 5.4% in H1 2018. Berlin
like-for-like increase of 5.3% in H1 2018.
- Aggregate reported Portfolio value decreased by 4.2% to
EUR583.7 million (31 December 2017: EUR609.3 million), reflecting
impact of previously announced North German asset disposals.
- EPRA vacancy declined to 2.8% (30 June 2017: 3.7%).
- Condominium sale completions up 9.2% to EUR 5.7 million (six
months to 30 June 2017: EUR5.2 million). Average achieved value per
sqm of EUR4,477 on sold units, a 34.9% premium to Berlin average
value per sqm at 30 June 2018, based on Jones Lang LaSalle
valuation.
- Investment of EUR3.4 million in Berlin renovations and
modernisations during H1 2018, a new six-month high.
- Significant embedded value remains within the Portfolio: new
leases in Berlin signed at an average 40.6% premium to passing
rents.
Transition to pure-play Berlin portfolio now complete
- Targeted acquisition and disposal strategy has created a
focussed Berlin portfolio, offering potential for greater economies
of scale.
- Disposal of Central and Northern Germany portfolio completed
in April 2018 for EUR73.0 million, a 26% premium to the Jones Lang
LaSalle valuation as at 30 June 2017.
- Contracts to acquire 173 units notarised in H1 2018 for an
aggregate value of EUR27.6 million, representing an average price
per sqm of EUR2,423.
- As at 25(th) September, contracts to acquire a further 37
units notarised for an aggregate value of EUR6.5 million,
representing an average price per sqm of EUR2,230.
Outlook
- Berlin demographic trends remain favourable with continuing
population growth and job creation, a supply-demand imbalance of
available rental stock and a high cost of new-build.
- Yield compression in the Berlin market is expected to
moderate, after a multi-year period of declining property
yields.
- Significant potential remains in the Portfolio to create value
through reversionary letting and condominium sales.
- Potential for further value enhancing acquisitions, helped by
strong balance sheet with long-term fixed rate debt and low
interest rates.
Robert Hingley, Chairman of Phoenix Spree Deutschland,
commented:
"I am pleased to announce that the Company has maintained its
record of consistent increases in underlying rental growth,
property values and EPRA NAV. The Company has continued
successfully to concentrate and enlarge its presence in Berlin
following the sale of our Northern German portfolio. Despite
increased competition, the Company has made further value-enhancing
Berlin acquisitions and the strength of our balance sheet will
enable us to continue to grow the Portfolio through further,
selective acquisitions.
Berlin property values have grown at a significant rate in
recent years and, although the demographics remain compelling, this
suggests that scope for further market yield compression is now
more limited. However, the Board continues to see significant
embedded value within the Portfolio, as demonstrated in the first
half of the year by improving rents and further condominium sales
at a premium to the Portfolio's rental property valuations. The
Board looks forward to the second half of this year with
confidence."
For further information please contact:
Phoenix Spree Deutschland Limited +44 (0)20 3937 8760
Stuart Young
Numis Securities Limited (Corporate Broker) +44 (0)20 7260
1000
David Benda
Tulchan Communications (Financial PR) +44 (0)20 7353 4200
Peter Hewer
Elizabeth Snow
Chairman's Statement
Following an exceptionally strong performance in 2017, I am
pleased to report that the Company has made further progress during
the first half of the current financial year. Phoenix Spree has
continued to deliver best in class rental growth versus its listed
peers. The Berlin Portfolio, which has also grown through the
acquisition of selective properties, registered additional
underlying valuation gains and further progress was made with our
condominium programme. During the first six months of the year, the
value of the Portfolio increased by 5.4% on a like-for-like basis
and the EPRA NAV total return per share was 4.1%.
The Company has repositioned its geographic focus through a
combination of disposals of properties outside Berlin, all at a
premium to trailing book value, and a Berlin-focussed acquisition
programme. Following completion of the disposal of the Northern
German portfolio in April 2018, Phoenix Spree is now fully focussed
on the Berlin residential market, offering scope for greater
economies of scale, such as the consolidation of service contracts.
The balance sheet remains strong and, notwithstanding significant
competition for properties which fit the Company's strict
acquisition criteria, there is scope for further Berlin
acquisitions during the remainder of the year.
Following a number of years of rapid property price inflation,
yield compression in the Berlin market is expected to moderate,
although the strong demographic trends that have fuelled the growth
of Berlin's residential market remain in place. Demand for
available rental property continues to outstrip supply and
acquisition prices for existing residential property remain below
the cost of construction.
This undersupply, combined with an ongoing reinvestment
programme to improve the overall quality of our living
accommodation, has created significant future embedded value within
the Berlin Portfolio. This was evidenced in the first half of the
year by new leases which continue to be signed at a premium to
in-place rents and condominium sales completed at a premium to our
average rental property valuations.
The City of Berlin continues to afford rental tenants
protections among the highest in the Western world and, following
the creation of the new Grand Coalition, additional proposals aimed
at bolstering tenant protection are being proposed. Phoenix Spree
has always operated, and is committed always to operate, within the
regulatory framework and the Company's strategy will evolve to
ensure compliance at all times.
The Company also recognises that its environmental and social
responsibilities are intrinsically linked to the success and
sustainability of the business. To this end, a Corporate
Responsibility Committee has been established to oversee the
implementation of our "Better Futures" plan, reporting to the Board
and advising on Corporate Responsibility-related issues. We look
forward to communicating our plans and progress to shareholders
during the second half of the year.
The Board continues to view the prospects for the Berlin
property market with optimism and remains confident that the
Company's active asset management strategy will deliver further
capital growth and dividend income to its investors. As previously
disclosed, following the disposal of the North German portfolio the
Company's portfolio is almost entirely focused on Berlin, where
rental yields have historically been lower than in other parts of
Germany. The dividend is paid from the operating cash flows
including the disposal proceeds from condominium projects, but
these are necessarily less predictable than cash flows from
rentals. Bearing all these factors in mind, the Board is pleased to
declare a dividend of EUR2.35 cents (GBP2.1 pence) per share for
the first half of the year, an increase of 3.1 % over the
comparable period in 2017, which is expected to be paid on or
around 19 October 2018 to shareholders on the register on 5 October
2018.
Operational and Financial Review
Financial highlights
EUR million (unless otherwise 6 months 6 months Year to
stated) to to 31 Dec 2017
30 June 2018 30 June 2017
Gross rental income 9.1 9.5 18.1
------------- ------------- ------------
Investment property fair value
gain 21.7 70.1 157.4
------------- ------------- ------------
Profit before tax (PBT) 19.4 63.1 138.5
------------- ------------- ------------
Reported EPS (EUR) 0.16 0.55 1.21
------------- ------------- ------------
Investment property value 583.7 519.7 609.3
------------- ------------- ------------
Net debt 150.5 164.3 195.1
------------- ------------- ------------
Net LTV 25.8% 31.6% 32.0%
------------- ------------- ------------
IFRS NAV per share (EUR) 3.74 3.16 3.96
------------- ------------- ------------
IFRS NAV per share (GBP) 3.31 2.78 3.52
------------- ------------- ------------
EPRA NAV per share (EUR) 4.23 3.34 4.11
------------- ------------- ------------
EPRA NAV per share (GBP) 3.74 2.94 3.65
------------- ------------- ------------
Dividend per share (EUR cents) 2.35 2.28 7.3
------------- ------------- ------------
Dividend per share (GBP pence) 2.1 2.0 6.4
------------- ------------- ------------
EPRA NAV per share total return
for period (EUR) 4.1% 23.7% 53.0%
------------- ------------- ------------
EPRA NAV per share total return
for period (GBP) 3.8% 26.9% 57.1%
------------- ------------- ------------
Financial results
Reported revenue for the six-month period was EUR9.1 million
(six months to 30 June 2017: EUR9.5 million). This decrease
reflects the sale of both the Northern German Portfolio in April
2018, and the Nuremberg & Fürth portfolio in June 2017,
partially offset by strong like-for-like rent per sqm growth of
9.9%.
The Company has reported a profit before taxation for the period
to 30 June 2018 of EUR19.4 million (six months to 30 June 2017:
EUR63.1 million) which was positively affected by a revaluation
gain of EUR21.7 million (30 June 2017: EUR70.1 million). Reported
earnings per share for the period were EUR16 cents (six months to
30 June 2017: EUR55 cents).
The Board is pleased to declare an interim dividend EUR2.35
cents per share (GBP2.1 pence per share) for the first half of the
year (six months to 30 June 2017: EUR2.28 cents, GBP2.0 pence). The
dividend is expected to be paid on or around 19 October 2018 to
shareholders on the register at close of business on 5 October
2018, with an ex-dividend date of 4 October 2018.
Like-for-like portfolio value increase of 5.4%
Market Berlin (inc.Greater Baden-Wurttemberg Total
Area)
====================== ==================== ==================
30 June 30 June 30 June 30 June 30 June 30 June
2018 2017 2018 2017 2018 2017
================== ========== ========== ========= ========= ======== ========
% of fund by
value 99.3 97.7 0.7 2.3 100.0 100.0
================== ========== ========== ========= ========= ======== ========
Buildings 92 74 1 2 93 76
================== ========== ========== ========= ========= ======== ========
Residential
units 2,304 1,890 18 18 2,322 1,908
================== ========== ========== ========= ========= ======== ========
Commercial units 141 128 11 24 152 152
================== ========== ========== ========= ========= ======== ========
Total units 2,445 2,018 29 42 2,474 2,060
================== ========== ========== ========= ========= ======== ========
Total sqm ('000) 174.6 147.0 3.6 8.0 178.2 155.0
================== ========== ========== ========= ========= ======== ========
Annualised Gross
rent (EURm) 16.6 12.8 0.4 0.8 17.0 13.6
================== ========== ========== ========= ========= ======== ========
Valuation (EURm) 579.5 406.3 4.2 9.8 583.7 416.0
================== ========== ========== ========= ========= ======== ========
Value per sqm
(EUR) 3,319.1 2,758.0 1,150.5 1,160.0 3,275.1 2,683.9
================== ========== ========== ========= ========= ======== ========
Gross rent per
sqm (EUR) 8.3 7.8 11.1 8.6 8.4 7.9
================== ========== ========== ========= ========= ======== ========
Fully occupied
gross yield
% 3.1 3.5 11.0 8.9 3.1 3.6
================== ========== ========== ========= ========= ======== ========
Vacancy % 5.4 8.2 13.3 4.4 5.6 8.0
================== ========== ========== ========= ========= ======== ========
EPRA Vacancy
% 2.9 4.0 0.0 2.0 2.8 3.8
================== ========== ========== ========= ========= ======== ========
As at 30 June 2018, the Portfolio was valued at EUR583.7 million
(31 December 2017: EUR609.3 million) by Jones Lang LaSalle GmbH,
the Company's external property valuer. This represents a 4.2%
decline over the six-month period, following the disposal of assets
in Central & Northern Germany.
On a like-for like basis, excluding the impact of acquisitions
net of disposals, the portfolio value increased by 5.4%. This
increase primarily reflects market growth in rental values,
assisted by the Company's active asset management strategy.
The valuation as at 30 June 2018 represents an average value per
square metre of EUR3,275 (31 December 2017: EUR2,853), a gross
fully occupied yield of 3.1% (31 December 2017: 3.4%) and a net
yield, using EPRA methodology, of 2.6% (31 December 2017 2.8%).
Included within the Portfolio as Assets Held for Sale are
condominium properties with an aggregate value of EUR25.7 million
(31 December 2017: EUR29.8 million).
EPRA NAV total return of 4.1% in H1 2018
Reported EPRA NAV per share rose by 2.9% in the first half of
2018 to EUR4.23 (GBP3.74) (31 December 2017: EUR4.11 (GBP3.65)).
After taking into account the 2017 final dividend of EUR5.0 cents
(GBP: 4.4p), which was paid in June 2018, the EPRA NAV total return
in the first half of 2018 was 4.1% (H1 2017: 23.7%).
Adjusted for the one-off movement in tax relating to the North
German disposal from deferred to current, and the separately
identified non-recurring costs, underlying total shareholder return
was 5.2%.
Accelerating rental growth, falling vacancy.
Market Berlin (inc.Greater Baden-Wurttemberg Total
Area)
====================== ==================== ==================
30 June 30 June 30 June 30 June 30 June 30 June
2018 2017 2018 2017 2018 2017
================== ========== ========== ========= ========= ======== ========
Total sqm ('000) 174.6 147.0 3.6 8.0 178.2 155.0
================== ========== ========== ========= ========= ======== ========
Annualised Gross
rent (EURm) 16.6 12.8 0.4 0.8 17.0 13.6
================== ========== ========== ========= ========= ======== ========
Gross rent per
sqm (EUR) 8.3 7.8 11.1 8.6 8.4 7.9
================== ========== ========== ========= ========= ======== ========
Vacancy % 5.4 8.2 13.3 4.4 5.6 8.0
================== ========== ========== ========= ========= ======== ========
EPRA Vacancy
% 2.9 4.0 0.0 2.0 2.8 3.8
================== ========== ========== ========= ========= ======== ========
Against a backdrop characterised by undersupply of available
rental property and population growth in Berlin, the Company's
portfolio has continued to deliver strong underlying rental growth.
Including the impact of acquisitions and disposals, annualised
rental income for the period to 30 June 2018 was EUR17.0 million.
This represents a like-for-like increase of 11.4% compared with the
period to 30 June 2017.
Average in place rent was EUR8.4 per sqm as at 30 June 2018, an
increase of 8.8% compared with 30 June 2017. On a like-for-like
basis, the increase was 9.9% (year to 30 June 2017: 5.0%).
Berlin reported average rent per sqm was EUR8.3, an increase of
6.0% compared with 30 June 2017, reflecting underlying
like-for-like rental growth, partially offset by the impact of
recent acquisitions which typically have lower rental values upon
takeover. On a like-for-like basis, the increase in Berlin rent per
sqm was 9.3%.
Reported vacancy at 30 June 2018 was 5.6% (30 June 2017: 11.1%).
On an EPRA basis, which adjusts for units undergoing development
and made available for sale, the vacancy rate was 2.8% (30 June
2017 3.7%). The Berlin EPRA vacancy rate stood at 2.9% in the first
half of 2018 (H1 2017: 4.0%).
Berlin new lettings premium over 40%
During the period, 134 new leases were signed, representing a
first half letting rate of 5.9% of units. The average rent achieved
on new lettings was EUR11.7 per sqm, an 18.6% increase on the same
period in 2017.
The Company continues to re-let units at a substantial premium
to in-place rents. During the first six months of 2018, new leases
were signed at an average premium of 40.6% to passing rents. The
Company believes this uplift illustrates the significant embedded
opportunity for continued future rental growth within the
Portfolio, particularly on recently acquired buildings which
frequently have a historical investment backlog.
Acquisitions & Disposals
Since listing on the Main Market of the London Stock Exchange in
June 2015, the Company has been progressively transitioning its
geographic focus with the aim of creating a larger, Berlin-focused
portfolio offering greater economies of scale. This has involved
the disposal of non-Berlin assets, all at a premium to trailing
book value, combined with an ongoing programme of carefully
selected Berlin-located acquisitions.
This transition was effectively completed following the sale of
the Company's Northern Germany assets in April 2018. This
portfolio, initially acquired in 2006/2007 for an aggregate
purchase price of EUR38.7 million, consisted of 34 properties
located in Bremen, Hannover, Hildesheim, Verden, Delmenhorst, Kiel,
Oldenburg, Lüneburg and Lübeck. The portfolio was sold for a cash
consideration of EUR73.0 million, representing a 26% premium to the
Jones Lang LaSalle valuation as at 30 June 2017.
The Company continues to focus on growing its portfolio of
Berlin assets and, during the first six months of the financial
year, 8 buildings with an aggregate valuation of EUR27.6 million
were notarised for acquisition. In total, these buildings represent
173 units (163 residential and 10 commercial), at an average price
per sqm of EUR2,423, and annual fully occupied rent of EUR1.0
million. The acquired properties offer significant scope for
improvement through active asset management and will complement the
Group's existing portfolio, adding an initial 5.6% to rental
income. As at 25 September, 2018, contracts to acquire a further 37
units in Berlin had been notarised for an aggregate value of EUR6.5
million, representing an average price per sqm of EUR2,230.
Acquisitions have been financed using a combination of debt and
equity, with a target loan-to-value ratio of approximately 50%.
Following completion of all acquisitions and disposals notarised to
date, Berlin represents over 99% of the Company's portfolio value
on a pro-forma basis.
Portfolio enhancements
The Company takes its responsibilities towards its tenants very
seriously and has continued to invest in the Portfolio in order to
improve the overall standard of accommodation. During the first
half of 2018, a total of EUR3.4 million was invested across the
Portfolio (H1 2017 EUR3.0 million). These items are recorded as
capital expenditure in the Financial Statements and a further
EUR0.9 million incurred on repairs and maintenance has been
expensed through the profit and loss account.
Rental apartment upgrades include a carefully planned process of
modernisation and renovation. Depending on the level of historical
underinvestment by previous owners, apartment improvements can
involve redecoration, heating system and boiler renewal, new
insulation, double glazing, plumbing and flooring, as well as
kitchen and bathroom renewal. Communal areas, both indoor and
outdoor, are also reviewed for potential improvement where
investment has historically been lacking.
Condominium sales remain high
The Company's condominium strategy involves the division and
resale of a small number of selected apartment blocks as private
units. This is subject to full regulatory approval and involves the
legal splitting of the freeholds in properties that have been
identified as being suitable for condominium conversion. The
process aims to utilise the valuation differential that exists
between the market value of a rental unit within a rental block and
its resale value as a private apartment. The sales proceeds can be
redeployed into improvements in the existing portfolio of rental
buildings, further acquisitions, repaying debt and supporting the
dividend.
During the first half of 2018, 15 apartments were notarised for
sale, with an aggregate value of EUR6.1 million (30 June 2017
EUR3.9 million). The average notarised value per sqm achieved was
EUR4,597, representing a 38.5% premium to the 30 June 2018 Berlin
Portfolio average of EUR3,319 per sqm.
Since June, two additional apartments have been notarised for
sale for an aggregate value of EUR0.7 million. Further condominium
sales are expected in the second half of the year from programmes
that are currently underway and the Company will continue to
identify and implement new condominium projects from its existing
portfolio of properties. As at 30 June 2018, 42% of properties
within the Berlin portfolio had been legally split, providing
opportunities for the implementation of further projects where
appropriate.
Debt and gearing
As at 30 June 2018, the Company had gross borrowings of EUR191.4
million (31 December 2017: EUR222.3 million) and cash balances of
EUR40.9 million (31 December 2017: EUR27.2 million), resulting in
net debt of EUR150.5 million (31 Dec 2017: EUR195.1m) and a net
loan to value on the portfolio of 25.8% (31 December 2017:
32.0%).
The decrease in gross debt in the period partly results from
debt repayments of EUR43.9 million associated with the sale of
properties from the Company's Central and Northern Germany
portfolio, and EUR5.5 million from debt repayments associated with
the sale of condominiums. This was offset by the disbursement of
EUR12.0 million of debt secured against new acquisitions and EUR7.8
million equity release against the existing portfolio. The increase
in cash balances, and resulting fall in net loan to value, reflects
the cash received from the sale of the Northern Germany portfolio
in Q2 2018, net of relevant loan repayments and loan
disbursements.
All of the Group's debt has been refinanced within the past two
years, providing stable, long-term, low-cost funding. Nearly all
loans have fixed interest rates and, as at 30 June 2018, the
blended interest rate of the Company's loan book was 2.1% (30 June
2017: 1.9%). The average remaining duration of the loan book at 30
June 2018 had increased to 8.1 years (30 June 2017: 6.3 years).
Since 30 June 2018, the Group has disbursed EUR1.2 million debt
secured against a new acquisition and is currently in the process
of arranging new debt to be secured against recent and currently
notarised acquisitions.
Funds that have been made available to the Group by way of
equity release or through disposals are used to invest in the
existing portfolio and to fund new acquisitions. Although currently
well funded, the Group will continue to assess its financing
options for growth, including debt, equity and joint ventures.
Outlook
The recent trend towards trade protectionism has begun to affect
global growth forecasts and the German economy has not been immune.
In May 2018, the European Commission had predicted that the German
economy would expand by 2.3 per cent this year, but this has since
been moderated to 1.9 per cent, with a similar rate of growth
predicted for 2019.
However, Berlin's economic growth prospects are relatively
insulated from the impact of global protectionism. The City of
Berlin is less reliant on the manufacturing sector, which is likely
to bear the brunt of any escalation in trade protectionism. The
Berlin economy is largely dominated by the service sector,
representing over 80% of all employment, with a strong emphasis on
education, research, business services, telecommunications,
cultural and creative industries and health services. Although
downsized since reunification, the public sector still accounts for
the majority of jobs.
Whilst the wider economic outlook has become less certain,
demographic trends within Berlin remain supportive. The population
continues to grow, although net immigration has fallen below the
peak levels seen in the years since 2011, which averaged c 47,000
new arrivals each year, compared to an estimated 40,000 in 2017.
This growth continues to increase demand for rental apartments,
whilst supply is set to remain constrained by lack of available
land, a shortage of new build permits and high new-build
construction costs. Therefore, significant reversionary potential
within the portfolio should remain, offering the potential for
further growth in rental values and protection against any
deceleration in the Berlin market rent levels.
With 84% of all Berlin residents renting, tenants have always
enjoyed a high level of protection. Berlin's regional government
authority is continuing to explore ways of controlling market
rental growth. More recently, this has included additional measures
to restrict the partitioning and resale of rental blocks as
condominiums and a small number of instances where Berlin districts
have implemented a first right of refusal to purchase rental blocks
when they become available for sale on the open market. Phoenix
Spree has always operated, and is committed always to operate,
within the regulatory framework and the Company's strategy will
evolve to ensure compliance at all times
with all applicable property laws.
The Company also recognises its wider responsibility to
demonstrate to shareholders that it is operating responsibly,
managing its social and environmental impacts for the benefit of
all stakeholders. Following a thorough review of how sustainability
is managed within our business our "Better Futures" Corporate
Responsibility Plan has been developed. This will provide a
framework to measure existing activities better while adding new
initiatives to improve our overall sustainability.
From a governance perspective, a CR Committee has been
established to oversee the implementation of the Better Futures
plan reporting on progress to the Board and advising on CR related
material issues. It is anticipated that our CR strategy will be
fully implemented throughout our business operations by the fourth
quarter of the year and the Company looks forward to communicating
this strategy in more detail to our stakeholders in its 2018 Annual
Report.
The Board remains confident that the Company's active asset
management strategy should continue to generate growth in rental
income and property values during the second half of the year,
supported by selected additions to the portfolio and further
condominium projects.
Key Performance Indicators
The Company has chosen a number of Key Performance Indicators
(KPI's), which the Board believes may help investors understand the
performance of the Company and the underlying property
portfolio.
In the six months to 30 June 2018:
-- The value of the property portfolio grew by 5.4% on a
like-for-like for basis. This increase was driven by modest yield
compression and an increase in like-for-like average rent per let
sqm of 9.9% (H1 2017: 5.0%)
-- The EPRA vacancy of the Portfolio at 30 June 2018 stood at 2.8% (30 June 2017: 3.7%)
-- The Group continued with its targeted condominium programme,
agreeing sales of EUR6.1 million in the half year to 30 June 2018
(H1 2017: EUR3.9 million)
-- EPRA NAV per share increased by 2.9 % to EUR4.23 as at 30
June 2018 (30 December 2017 EUR4.11),
-- The declared dividend for the half year 2018 was EUR2.35
cents (2.1 pence) per share, an increase of 3.1% in Euro terms (H1
2017 EUR2.28 cents (2.0 pence) per share)
Key Performance 2018 2017 2017 2016 2016 2015 2015 2014 2013
Indicator HY FY HY FY HY FY HY FY FY
Like-for-like property
value growth (%) 5.4 40.1 15.6 19.4 9.8 10.6 5.5 8.6 8.8
----- ----- ----- ----- ----- ----- ----- ----- -----
Like-for-like property
rent per sqm EUR 8.5 8.1 7.8 8.0 7.7 7.4 7.2 7.1 6.8
----- ----- ----- ----- ----- ----- ----- ----- -----
EPRA vacancy (%) 2.8 2.9 3.7 2.6 3.2 3.9 5.6 4.1 8.0
----- ----- ----- ----- ----- ----- ----- ----- -----
Condominium notarisations
EURm 6.1 9.1 3.9 5.7 1.2 4.7 - - -
----- ----- ----- ----- ----- ----- ----- ----- -----
EPRA NAV per share
EUR 4.23 4.11 3.34 2.73 2.42 2.28 2.19 2.06 1.92
----- ----- ----- ----- ----- ----- ----- ----- -----
Dividend per share
p 2.1 6.4 2.0 5.3 1.6 4.2 1.3 - -
----- ----- ----- ----- ----- ----- ----- ----- -----
Forward-looking statements
The interim management report contains certain forward-looking
statements in respect of Phoenix Spree Deutschland Limited and
the operation of its subsidiaries. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon circumstances that may or may not occur in the future.
There are a number of factors that could cause actual results
or developments to differ materially from those expressed or
implied by these forward-looking statements and forecasts. Nothing
in this announcement should be construed as a profit forecast.
Responsibility statement
We confirm that to the best of our knowledge;
(a) the condensed set of financial statements, which has been
prepared in accordance with the applicable set of accounting
standards, gives a true and fair view of the assets, liabilities,
financial position and profit and loss of the Group, included
in the consolidation as a whole as required by DTR 4.2.4R;
(b) the condensed set of financial statements has been prepared
in accordance with IAS 34 'Interim Financial Reporting';
(c) the interim management report includes a fair review of
the information required by DTR 4.2.7R (indication of important
events during the first six months and their impact on the condensed
set of financial statements and description of principal risks
and uncertainties for the remaining six months of the year);
and
(d) the interim management report includes a fair review of
the information required by DTR 4.2.8R (disclosure of related
party transactions and changes therein).
By order of the Board of
Directors
Robert Hingley
Non-executive Director and
Chairman
26 September 2018
Condensed Consolidated Statement of Comprehensive
Income
For the period from 1 January 2018
to 30 June 2018
Six months Six months Year ended
ended ended
Notes 30 June 30 June 31 December
2018 2017 2017
(restated)
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Continuing
operations
Revenue 9,128 9,489 18,080
Property expenses (restated
- see note 2.1) 5 (4,522) (3,786) (7,000)
Gross profit 4,606 5,703 11,080
Administrative
expenses 6 (1,315) (1,397) (2,967)
Gain on disposal of
investment
property (including
investment
property held for sale) 8 592 767 5,319
Investment property fair
value gain 13 21,677 70,084 157,374
Performance fee due to
property
advisor 21 (103) (10,653) (26,339)
Non-recurring
costs 7 (785) - -
Operating profit 24,672 64,504 144,467
Net finance
charge 9 (5,314) (1,406) (5,995)
Profit before
taxation 19,358 63,098 138,472
Income tax
expense 10 (3,861) (11,833) (26,150)
Profit after
taxation 15,497 51,265 112,322
Other - - -
comprehensive
income
Total comprehensive income
for the period 15,497 51,265 112,322
========================== =========================== ===========================
Total comprehensive income attributable
to:
Owners of the
parent 15,352 50,998 111,538
Non-controlling
interests 145 267 784
---------------------------
15,497 51,265 112,322
========================== =========================== ===========================
Earnings per share attributable to the owners
of the parent:
From continuing
operations
Basic (EUR) 23 0.16 0.55 1.21
Diluted (EUR) 23 0.16 0.52 1.11
========================== =========================== ===========================
Condensed Consolidated Statement of Financial
Position
At 30 June 2018
As at As at As at
Notes 30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
ASSETS
Non-current
assets
Investment
properties 13 557,930 436,226 502,360
Property, plant
and
equipment 96 55 92
Deferred tax
asset 10 708 370 527
Loans and
receivables 15 2,380 2,282 2,323
561,114 438,933 505,302
Current Assets
Investment properties -
held for sale 14 25,740 83,504 106,897
Trade and other
receivables 16 6,122 12,893 10,001
Cash and cash
equivalents 40,872 32,876 27,182
72,734 129,273 144,080
Total assets 633,848 568,206 649,382
========================== =========================== ===========================
EQUITY AND
LIABILITIES
Current
liabilities
Borrowings 17 3,115 2,793 2,646
Trade and other
payables 18 938 37,108 2,119
Current tax 10 2,874 19 2,914
6,927 39,920 7,679
Non-current
liabilities
Borrowings 17 188,247 194,404 219,648
Derivative
financial
instruments 19 4,474 2,336 3,333
Other financial
liabilities 20 6,509 4,696 5,663
Non-current tax 10 3,721 - -
Deferred tax
liability 10 45,472 33,572 45,117
248,423 235,008 273,761
Total
liabilities 255,350 274,928 281,440
========================== =========================== ===========================
Equity
Stated capital 22 196,578 162,630 162,630
Share based
payment
reserve 21 103 18,267 33,953
Retained
earnings 179,947 111,173 169,634
Equity attributable to
owners
of the parent 376,628 292,070 366,217
Non-controlling
interest 1,870 1,208 1,725
Total equity 378,498 293,278 367,942
-------------------------- --------------------------- ---------------------------
Total equity and
liabilities 633,848 568,206 649,382
========================== =========================== ===========================
Condensed Consolidated Statement of Changes
in Equity
For the period from 1 January 2018
to 30 June 2018
Attributable to the owners of the
parent
Stated Share Retained Total Non-controlling Total equity
capital based earnings interest
payment
reserve
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Balance at 1
January
2017 162,630 7,614 64,074 234,318 941 235,259
Comprehensive
income:
Profit for the
period - - 50,998 50,998 267 51,265
Other - - - - - -
comprehensive
income
Total
comprehensive
income for the
period - - 50,998 50,998 267 51,265
Transactions
with
owners -
recognised
directly
in equity:
Dividends paid - - (3,899) (3,899) - (3,899)
Performance fee - 10,653 - 10,653 - 10,653
Balance at 30
June
2017
(unaudited) 162,630 18,267 111,173 292,070 1,208 293,278
Comprehensive
income:
Profit for the
period - - 60,540 60,540 517 61,057
Other - - - - - -
comprehensive
income
Total
comprehensive
income for the
period - - 60,540 60,540 517 61,057
Transactions
with
owners -
recognised
directly
in equity:
Dividends paid - - (2,079) (2,079) - (2,079)
Performance fee - 15,686 - 15,686 - 15,686
Balance at 31
December
2017 (audited) 162,630 33,953 169,634 366,217 1,725 367,942
Comprehensive
income:
Profit for the
period - - 15,352 15,352 145 15,497
Other - - - - - -
comprehensive
income
Total
comprehensive
income for the
period - - 15,352 15,352 145 15,497
Transactions
with
owners -
recognised
directly
in equity:
Issue of shares 33,948 (33,948) - - - -
Dividends paid - - (5,039) (5,039) - (5,039)
Performance fee - 103 - 103 - 103
Adjustment to
performance
fee - (5) - (5) - (5)
Balance at 30
June
2018
(unaudited) 196,578 103 179,947 376,628 1,870 378,498
========= =============== ============ ========================== =========================== ===========================
The share based payment reserve had been established in relation to the
issue of shares for the payment of the performance fee of the property
advisor. Settlement was made on 4 May 18.
Condensed Consolidated Statement
of Cash Flows
For the period from 1 January 2018
to 30 June 2018
Six months Six months Year ended
ended ended
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Profit before
taxation 19,358 63,098 138,472
Adjustments for:
Net finance
charge 5,314 1,406 5,995
Gain on disposal of
investment
property (592) (767) (5,319)
Investment property
revaluation
gain (21,677) (70,084) (157,374)
Depreciation 8 11 23
Performance fee
charge 103 10,653 26,339
---------------------------
Operating cash flows before movements in
working capital 2,514 4,317 8,136
Decrease / (increase) in
receivables 1,865 (5,362) (3,048)
(Decrease) / increase in
payables (1,154) 607 788
---------------------------
Cash generated from
operating
activities 3,225 (438) 5,876
Income tax paid (6) - (50)
---------------------------
Net cash generated from
operating
activities 3,219 (438) 5,826
Cash flow from investing
activities
Proceeds on disposal - 35,170 -
received
in advance
Proceeds on disposal of
investment
property 84,263 9,063 60,436
Interest
received - 106 103
Capital expenditure on
investment
property (3,403) (2,950) (6,715)
Property
additions (31,180) (31,037) (76,486)
Additions to property,
plant
and equipment (12) (26) (75)
Net cash used in investing
activities 49,668 10,326 (22,737)
Cash flow from financing
activities
Interest paid on
bank loans (3,221) (3,161) (5,080)
Repayment of
bank
loans (50,723) (31,771) (117,712)
Drawdown on bank
loan facilities 19,791 43,365 154,414
Dividends paid (5,039) (3,899) (5,978)
---------------------------
Net cash generated from
financing
activities (39,192) 4,534 25,644
Net increase in cash and
cash equivalents 13,695 14,422 8,733
Cash and cash equivalents at beginning
of period/year 27,182 18,450 18,450
Exchange (losses) / gains on cash and cash
equivalents (5) 4 (1)
Cash and cash equivalents at end
of period/year 40,872 32,876 27,182
========================== =========================== ===========================
Reconciliation of Net Cash Flow
to Movement in Debt
For the period from 1 January 2018
to 30 June 2018
Six months Six months Year ended
ended ended
30 June 30 June 31 December
2018 2017 2017
EUR'000 EUR'000 EUR'000
Cashflow from (decrease)/increase
in debt financing (30,932) 11,605 36,702
Change in net debt
resulting
from cash flows (30,932) 11,605 36,702
-------------------------- --------------------------- ---------------------------
Movement in debt in the
period/year (30,932) 11,605 36,702
Debt at the start of the
period/year 222,294 185,592 185,592
Debt at the end
of
the period/year 191,362 197,197 222,294
========================== =========================== ===========================
Dividends paid during the six months to 30 June 2018 represent the final
year dividend relating to the year end 2017.
Notes to the Condensed Consolidated Financial
Statements
For the period from 1 January 2018
to 30 June 2018
1 - General
information
The Group consists of a Parent Company, Phoenix Spree Deutschland Limited
('the Company'), incorporated in Jersey, Channel Islands and all its subsidiaries
('the Group') which are incorporated and domiciled in and operate out
of Jersey, Guernsey and Germany. Phoenix Spree Deutschland Limited is
listed on the premium segment of the Main Market of the London Stock Exchange.
The Group invests in residential and commercial property
in Germany.
The registered office is at 13-14 Esplanade, St Helier, Jersey,
JE1 1EE, Channel Islands.
2 Basis of
preparation
The interim set of condensed consolidated financial statements has been
prepared in accordance with the Disclosure and Transparency Rules of the
Financial Conduct Authority and with IAS 34 Interim Financial Reporting
as adopted by the European Union.
The interim condensed consolidated financial statements do not include
all the information and disclosures required in the annual financial statements,
and should be read in conjunction with the Group's annual financial statements
for the year ended 31 December 2017.
As required by the Disclosure and Transparency Rules of the Financial
Conduct Authority, the financial statements have been prepared applying
the accounting policies and presentation that were applied in the preparation
of the Company's published consolidated financial statements for the year
ended 31 December 2017.
The comparative figures for the financial year ended 31 December 2017
are extracted from but do not comprise, the Group's annual financial statements
for that financial year.
The interim condensed consolidated financial statements were authorised
and approved for issue on 27 September 2018.
The interim condensed consolidated financial statements are neither reviewed
nor audited, and do not constitute statutory accounts within the meaning
of Section 105 of the Companies (Jersey) Law 1991.
2.1 Change of accounting
policy
The performance fee payable to the property manager had previously been
disclosed in property expenses. Due to this fee being linked to the fair
value increase, it is now presented separately in the condensed consolidated
statement of comprehensive income with a restatement of the prior year
figures. This has resulted in a reduction of Property Expenses in June
2017 by EUR10.653 million. The change of policy has no effect on reported
profit.
2.2 Going
concern
The interim condensed consolidated financial statements have been prepared
on a going concern basis which assumes the Group will be able to meet
its liabilities as they fall due for the foreseeable future. The Directors
have prepared cash flow forecasts which show that the cash generated from
operating activities will provide sufficient cash headroom for the foreseeable
future.
2.3 New standards and
interpretations
No new standards, amendments or interpretations effective for annual periods
beginning on or after 1 January 2018 had an impact on the Group. This
includes the adoption of IFRS 15 - 'Revenue from contracts with customers'
which became mandatory for accounting periods commencing on or after 1
January 2018.
The following relevant new standards, amendments to standards and interpretations
have been issued, but are not effective for the financial year beginning
on 1 January 2018, as adopted by the European Union, and have not been
early adopted:
Title As issued by the IASB, mandatory for accounting
periods starting on or after
IFRS 16 Leases Accounting periods beginning on or after 1 January
2019
The Directors have considered that the adoption of this standard in future
periods will have no material impact on the financial statements of the
Group. The impact of IFRS 16 removes the differentiation between financial
and operational leases with regard to the Lessee party. As the Group is
the lessor in their contractual arrangements IFRS 16's approach is substantially
unchanged from its predecessor, IAS 17.
3. Critical accounting estimates
and judgements
The preparation of condensed consolidated financial statements in conformity
with IFRS requires the Group to make certain critical accounting estimates
and judgements. In the process of applying the Group's accounting policies,
management has decided the following estimates and assumptions have a
significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the financial year;
i) Estimate of fair value of investment
properties
The best evidence of fair value is current prices in an active market
of investment properties with similar leases and other contracts. In the
absence of such information, the Group determines the amount within a
range of reasonable fair value estimates. In making its judgement, the
Group considers information from a variety of sources, including:
a) Current prices in an active market, and its third party independent
experts, for properties of different nature, condition or location (or
subject to different lease or other contracts), adjusted to reflect those
differences.
b) Recent prices of similar properties in less active markets, with adjustments
to reflect any changes in economic conditions since the date of the transactions
that occurred at those prices.
c) Discounted cash flow projections based on reliable estimates of future
cash flows, derived from the terms of any existing lease and other contracts,
and (where possible) from external evidence such as current market rents
for similar properties in the same location and condition, and using discount
rates that reflect current market assessments of the uncertainty in the
amount and timing of the cash flows.
For further information with regards to the movement in the fair value
of the Group's investment properties, refer to the management report on
pages 5 to 8.
ii) Judgment in relation to the recognition
of assets held for sale
Management has assumed the likelihood of investment properties - held
for sale, in that they will be sold within 12 months, in accordance with
the requirement of IFRS 5. Management considers that based on historical
and current experience that the properties can be reasonably expected
to sell within 12 months.
4. Segmental
information
Information reported to the Board of Directors, which is the chief operating
decision maker, for the purposes of resource allocation and assessment
of segment performance is focussed on the different revenue streams that
exist within the Group. The Group's principal reportable segments under
IFRS 8 are therefore as follows:
- Residential
- Commercial
All revenues are earned in Germany with property and administrative expenses
incurred in Jersey, Guernsey and Germany.
30 June 2018
(unaudited)
Residential Commercial Unallocated Total
EUR'000 EUR'000 EUR'000 EUR'000
Investment
properties 497,674 60,256 - 557,930
Loans and
receivables - - 2,380 2,380
Investment properties -
held for sale 22,960 2,780 - 25,740
Other assets 42,550 5,152 96 47,798
Liabilities (234,220) (11,747) (9,383) (255,350)
Net assets 328,964 56,441 (6,907) 378,498
============ ========================== =========================== ===========================
Residential Commercial Unallocated Total
EUR'000 EUR'000 EUR'000 EUR'000
Revenue 8,142 986 - 9,128
Property
expenses (4,034) (488) - (4,522)
Administrative
expenses - - (1,315) (1,315)
Gain on disposal of
investment
property 592 - - 592
Investment property fair
value gain 19,336 2,341 - 21,677
Performance fee - - (103) (103)
Operating profit 24,036 2,839 (1,418) 25,457
============ ========================== =========================== ---------------------------
Net finance
charge (5,314)
Income tax
expense (3,861)
Profit for the
period 16,282
===========================
31 December 2017
(audited)
Residential Commercial Unallocated Total
EUR'000 EUR'000 EUR'000 EUR'000
Investment
property 444,488 57,872 - 502,360
Loans and
receivables - - 2,323 2,323
Investment properties -
held for sale 94,582 12,315 - 106,897
Other assets 33,366 4,344 92 37,802
Liabilities (265,020) (7,843) (8,577) (281,440)
Net assets 307,416 66,688 (6,162) 367,942
============ ========================== =========================== ===========================
Residential Commercial Unallocated Total
EUR'000 EUR'000 EUR'000 EUR'000
Revenue 15,997 2,083 - 18,080
Property
expenses (6,194) (806) - (7,000)
Administrative
expenses - - (2,967) (2,967)
Gain on disposal of
investment
property 5,319 - - 5,319
Investment property fair
value gain 139,245 18,129 - 157,374
Performance fee - - (26,339) (26,339)
Operating profit 154,367 19,406 (29,306) 144,467
============ ========================== =========================== ---------------------------
Net finance
charge (5,995)
Income tax
expense (26,150)
Profit for the
period 112,322
===========================
30 June 2017
(unaudited)
Residential Commercial Unallocated Total
EUR'000 EUR'000 EUR'000 EUR'000
Investment
properties 368,306 67,920 - 436,226
Loans and
receivables - - 2,282 2,282
Investment properties -
held for sale 70,502 13,002 - 83,504
Other assets 38,955 7,184 55 46,194
Liabilities (228,141) (42,072) (4,715) (274,928)
Net assets 249,622 46,034 (2,378) 293,278
============ ========================== =========================== ===========================
Residential Commercial Unallocated Total
EUR'000 EUR'000 EUR'000 EUR'000
Revenue 8,012 1,477 - 9,489
Property expenses (restated - see
note 2.1) (1,538) (2,248) - (3,786)
Administrative
expenses - - (1,397) (1,397)
Gain on disposal of
investment
property 767 - - 767
Investment property fair
value gain 59,172 10,912 - 70,084
Performance fee (restated
- see note 2.1) - - (10,653) (10,653)
Operating profit 66,413 10,141 (12,050) 64,504
============ ========================== =========================== ---------------------------
Net finance
charge (1,406)
Income tax
expense (11,833)
Profit for the
period 51,265
===========================
5. Property
expenses
30 June 30 June 31 December
2018 2017 2017
(restated)
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Property management
expenses 517 572 1,079
Repairs and
maintenance 897 599 1,433
Impairment charge - trade
receivables 101 182 41
Other property
expenses 278 406 238
Property advisors' fees
and expenses 2,729 2,027 4,209
4,522 3,786 7,000
========================== =========================== ===========================
6.
Administrative
expenses
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Secretarial &
administration
fees 402 330 901
Legal &
professional
fees 658 754 1,045
Directors' fees 88 76 148
Audit and
accountancy
fees 231 246 894
Bank charges 10 11 56
Loss/(profit) on
foreign
exchange 1 (4) 20
Depreciation 8 11 23
Other income (83) (27) (120)
1,315 1,397 2,967
========================== =========================== ===========================
Legal and professional fees consist of EUR165,000 of costs related to
value add activities such as splitting assets in the district land registry,
and legal fees required to do this.
7. Non-recurring
costs
Non-recurring costs relate to legal and professional fees incurred during
a significant transaction which was considered by the Board but not pursued
totalling EUR785,000 (December 2017: EURnil, June 2017: EURnil).
8. Gains on disposal of investment property (including investment
property held for sale)
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Net proceeds 82,707 9,063 61,652
Book value of
disposals (81,847) (8,140) (55,117)
Disposal costs (268) (156) (1,216)
592 767 5,319
========================== =========================== ===========================
Net proceeds include Condominium sales of EUR5,661,000, yielding a gross
profit of EUR860,000 at previous balance sheet valuation before taking
into consideration disposal costs.
Where there has been a partial disposal of a property, the net book value
of the asset sold is calculated on a per square metre rate, based on the
prior period or interim valuation.
9. Net finance
charge
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Interest income (27) (77) (116)
Interest from
partners'
loans (57) (29) (57)
Loss / (gain) on interest
rate swap 1,141 (2,533) (1,535)
Interest payable on bank
borrowings 3,221 2,403 5,080
Finance arrangement fee
amortisation 190 536 550
Finance charge on
redemption
liability 846 1,106 2,073
5,314 1,406 5,995
========================== =========================== ===========================
10. Income tax
expense
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
The tax charge for the
period
is as follows: EUR'000 EUR'000 EUR'000
Current tax
charge 3,687 11 2,940
Adjustment in respect of - - -
prior year
Deferred tax charge - origination and reversal
of temporary differences 174 11,822 23,210
3,861 11,833 26,150
========================== =========================== ===========================
The tax charge for the year can be reconciled to the theoretical tax charge
on the profit in the income statement as follows:
30 June 30 June 31 December
2018 2017 2017
EUR'000 EUR'000 EUR'000
Profit before tax on
continuing
operations 19,358 63,098 138,472
Tax at German income tax rate of 15.8%
(2017: 15.8%) 3,059 9,969 21,879
Income not
taxable (94) (121) (840)
Recognition of timing differences - - -
on acquisition
Tax effect of expenses that are not deductible
in determining taxable profit 896 1,985 5,111
Total tax charge
for the year 3,861 11,833 26,150
========================== =========================== ===========================
Reconciliation of current
tax liabilities
30 June 30 June 31 December
2018 2017 2017
EUR'000 EUR'000 EUR'000
Balance at beginning of
period/year 2,914 24 24
Tax paid during
the
period/year (6) (16) (50)
Current tax
charge 3,687 11 2,940
Balance at end
of
period/year 6,595 19 2,914
========================== =========================== ===========================
Reconciliation
of
deferred tax
Capital Interest Total
gains on rate swaps
properties
EUR'000 EUR'000 EUR'000
Asset Asset Net asset
Balance at 1
January
2017 (22,150) 770 (21,380)
Charged to the statement of comprehensive
income (11,422) (400) (11,822)
Deferred tax (liability)
/ asset at 30 June 2017 (33,572) 370 (33,202)
Charged to the statement of comprehensive
income (11,545) 338 (11,207)
Deferred tax (liability) / asset
at 31 December 2017 (45,117) 708 (44,409)
-------------------------- --------------------------- ---------------------------
Charged to the statement of comprehensive
income (355) - (355)
Deferred tax (liability)
/ asset at 30 June 2018 (45,472) 708 (44,764)
========================== =========================== ===========================
11. Investment property
fair value gain
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Investment property fair
value gain 21,677 70,084 157,374
========================== =========================== ===========================
Further information on investment properties
is shown in note 13.
12. Dividends
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Dividends on participating shares proposed for approval (not recognised
as a liability at 30 June 2018)
Proposed interim dividend for the year ended
31 December 2018 of EUR2.35c (2.10p) (2017:
EUR2.28c (2.00p)) per share 2,368 2,108 -
Proposed final dividend for the year ended
31 December 2017 of EUR5.00c (4.40p) (2017:
EUR4.30c (3.70p)) per share - - 5,038
========================== =========================== ===========================
Amounts recognised as distributions to equity
holders in the period:
Interim dividend for the year ended 31 December
2017 of EUR2.28c (2.00p) (2016: EUR1.92c (1.6p))
per share - - 2,079
Final dividend for the year ended 31 December
2017 of EUR5.00c (4.4p) (2016: EUR4.30c (3.7p))
per share 5,039 3,899 -
========================== =========================== ===========================
The proposed final dividend is subject to approval by shareholders at
the Annual General Meeting and has not been included as a liability in
these condensed consolidated financial statements. The proposed dividend
is payable to all shareholders on the Register of Members on 5 October
2018. The total estimated dividend to be paid is 2.1p per share. The payment
of this dividend will not have any tax consequences for the Group.
13. Investment
properties
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
Fair Value EUR'000 EUR'000 EUR'000
Balance at beginning of
period/year 609,257 423,799 423,799
Capital
expenditure 3,403 2,950 6,715
Property
additions 31,180 31,037 76,486
Disposals (81,847) (8,140) (55,117)
Fair value gain 21,677 70,084 157,374
-------------------------- --------------------------- ---------------------------
Investment properties at fair value - as
set out in the report by JLL 583,670 519,730 609,257
Assets considered as "Held for Sale"
(Note 14) (25,740) (83,504) (106,897)
Balance at end
of
period/year 557,930 436,226 502,360
========================== =========================== ===========================
The property portfolio was valued at 30 June 2018 by the Group's independent
valuers, Jones Lang LaSalle GmbH ('JLL'), in accordance with the methodology
described below. The valuations were performed in accordance with the
current Appraisal and Valuation Standards, 8th edition (the 'Red Book')
published by the Royal Institution of Chartered Surveyors (RICS).
The valuation is performed on a building-by-building basis and the source
information on the properties including current rent levels, void rates
and non-recoverable costs was provided to JLL by the Property Advisors
PMM Partners (UK) Limited. Assumptions with respect to rental growth,
adjustments to non-recoverable costs and the future valuation of these
are those of JLL. Such estimates are inherently subjective and actual
values can only be determined in a sales transaction.
Having reviewed the JLL report, the Directors are of the opinion that
this represents a fair and reasonable valuation of the properties and
have consequently adopted this valuation in the preparation of the condensed
consolidated financial statements.
The valuations have been prepared by JLL on a consistent basis at each
reporting date and the methodology is consistent and in accordance with
IFRS which requires that the 'highest and best use' value is taken into
account where that use is physically possible, legally permissible and
financially feasible for the property concerned, and irrespective of the
current or intended use.
All properties are valued as Level 3 measurements under the fair value
hierarchy (see note 24) as the inputs to the discounted cash flow methodology
which have a significant effect on the recorded fair value are not observable.
The unrealised fair value gain in respect of investment property is disclosed
in the condensed consolidated statement of comprehensive income as 'Investment
property fair value gain'.
Valuations are undertaken using the discounted cash flow valuation technique
as described below and with the inputs set out below.
Discounted cash flow
methodology
(DCF)
The fair value of investment properties is determined
using discounted cash flows.
Under the DCF method, a property's fair value is estimated using explicit
assumptions regarding the benefits and liabilities of ownership over the
asset's life including an exit or terminal value. As an accepted method
within the income approach to valuation the DCF method involves the projection
of a series of cash flows on a real property interest. To this projected
cash flow series, an appropriate, market-derived discount rate is applied
to establish the present value of the income stream associated with the
real property.
The duration of the cash flow and the specific timing of inflows and outflows
are determined by events such as rent reviews, lease renewal and related
lease up periods, re-letting, redevelopment, or refurbishment. The appropriate
duration is typically driven by market behaviour that is a characteristic
of the class of real property.
Periodic cash flow is typically estimated as gross income less vacancy,
non-recoverable expenses, collection losses, lease incentives, maintenance
cost, agent and commission costs and other operating and management expenses.
The series of periodic net operating incomes, along with an estimate of
the terminal value anticipated at the end of the projection period, is
then discounted.
The Group categorises all investment properties in
the following three ways;
Rental Scenario
Where properties have been valued under the "Discounted Cashflow Methodology"
and are intended to be held by the Group for the foreseeable future, they
are considered valued under the "Rental Scenario" This will equal the
"Investment Properties" line in the Non-Current Assets section of the
condensed consolidated statement of financial position.
Condominium
scenario
Where properties have the potential or the benefit of all relevant permissions
required to sell apartments individually (condominiums) and have received
Board approval then we refer to this as a 'condominium scenario' (these
assets are considered held for sale under IFRS 5 and can be seen in note
14). The additional value is reflected by using a lower discount rate
under the DCF Methodology. Properties which do not have the benefit of
all relevant permissions and do not have Board approval for sale, are
described as valued using a standard 'rental scenario'.
Disposal
Scenario
Where properties have been notarised for sale prior to the condensed consolidated
statement of financial position date, but have not completed; they are
held at their notarised disposals value. These assets are considered held
for sale under IFRS 5 and can be seen in note 14.
The table below sets out the assets valued
using these 3 scenarios:
30 June 30 June 31 December
2018 2017 2017
EUR'000 EUR'000 EUR'000
Rental scenario 557,930 448,622 502,360
Condominium
scenario 25,740 25,463 29,847
Disposal
scenario - 45,645 77,050
Total 583,670 519,730 609,257
========================== =========================== ===========================
14. Investment properties
- held for sale
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Fair value - held for sale investment
properties
At beginning of
period/year 106,897 27,970 27,970
Transferred from investment
properties - 59,440 88,990
Apartments sold (81,846) (8,140) (11,650)
Valuation gain/(loss) on apartments
held for sale 689 4,234 1,587
At end of
period/year 25,740 83,504 106,897
========================== =========================== ===========================
Investment properties are re-classified as current assets and described
as 'held for sale' in three different situations: Properties notarised
for sale at the reporting date, Properties where at the reporting date
the group has obtained and implemented all relevant permissions required
to sell individual apartment units, and efforts are being made to dispose
of the assets (condominium); and Properties which are being marketed for
sale but have currently not been notarised.
Properties notarised for sale by the reporting date are valued at their
disposal price (disposal scenario), and other properties are valued using
the condominium or rental scenarios (see note 13) as appropriate. The
table below sets out the respective categories:
30 June 30 June 31 December
2018 2017 2017
EUR'000 EUR'000 EUR'000
Condominium
scenario 25,740 25,463 29,847
Disposal
scenario - 45,645 77,050
25,740 83,504 106,897
========================== =========================== ===========================
Investment properties held for sale are all expected to be sold within
12 months of the reporting date based on Management knowledge of current
and historic market conditions.
15. Loans and
receivables
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Balance at beginning of
period/year 2,323 2,253 2,253
Accrued interest 57 41 70
Loan repayments made in - (12) -
period/year
---------------------------
Balance at end
of
period/year 2,380 2,282 2,323
========================== =========================== ===========================
The Group entered into loan agreements with Mike Hilton and Paul Ruddle,
Directors of PMM Partners (UK) Limited, in connection with the acquisition
of PSPF. The loans bear interest at 4% per annum, and have a maturity
of less than five years.
The Group also entered into a loan agreement with the minority interest
of Accentero Real Estate AG (formerly Blitz B16 - 210 GmbH) in relation
to the acquisition of the assets as share deals. This loan bears interest
at 3% per annum.
16. Trade and
other
receivables
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Current
Trade
receivables 464 1,135 691
Less: impairment
provision (241) (565) (342)
-------------------------- --------------------------- ---------------------------
Net receivables 223 570 349
Prepayments and accrued
income 4,130 7,203 6,521
Investment property disposal proceeds
receivable 408 3,490 2,232
Sundry
receivables 1,361 1,630 899
6,122 12,893 10,001
========================== =========================== ===========================
17. Borrowings
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Current
liabilities
Bank loans - Kreissparkasse Boblingen District - 2,793 -
Savings Bank
Bank loans - Deutsche Genossenschafts-Hypothekenbank
AG 2,134 - 2,020
Bank loans -
Berliner
Sparkasse 981 - 626
--------------------------- ---------------------------
3,115 2,793 2,646
Non-current
liabilities
Bank loans - Deutsche Genossenschafts-Hypothekenbank
AG 124,578 164,023 167,656
Bank loans -
Berliner
Sparkasse 63,669 30,381 51,992
188,247 194,404 219,648
191,362 197,197 222,294
========================== =========================== ===========================
For further information on borrowings, refer to the
management report on page 8.
18. Trade and
other
payables
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Trade payables 408 978 1,489
Accrued
liabilities 530 363 622
Consideration received in advance on sale of - 35,170 -
Nurnberg Furth Portfolio
Other payables - 596 -
Tenants deposits - 1 -
Deferred income - - 8
938 37,108 2,119
========================== =========================== ===========================
19. Derivative financial
instruments
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Interest rate swaps - carried at fair value
through profit or loss
At beginning of
period/year 3,333 4,869 4,869
Loss / (gain) in movement in fair value through
profit or loss 1,141 (2,533) (1,536)
At end of
period/year 4,474 2,336 3,333
========================== =========================== ===========================
The notional principal amounts of the outstanding interest rate swap contracts
at 30 June 2018 were EUR200,165,000 (December 2017: EUR188,165,000, June
2017: EUR182,948,000). At 30 June 2018 the fixed interest rates vary from
0.402% to 1.07% (December 2017: 0.402% to 0.775%, June 2017: 0.27% to
1.85%) above the main factoring Euribor rate.
Maturity analysis of
interest
rate swaps
30 June 30 June 31 December
2018 2017 2017
EUR'000 EUR'000 EUR'000
Less than 1 year - - -
Between 1 and 2 - - -
years
Between 2 and 5 - 1,161 -
years
More than 5
years 4,474 1,175 3,333
4,474 2,336 3,333
========================== =========================== ===========================
20. Other
financial
liabilities
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Balance at beginning of
period/year 5,663 3,590 3,590
Finance cost on redemption - 1,106 -
liability
Profit share attributable
to NCI in PSPF 846 - 2,073
Balance at end
of
period/year 6,509 4,696 5,663
========================== =========================== ===========================
The redemption liability relates to the put option held by the minority
shareholders of PSPF for the purchase of the minority interest in PSPF.
The option period starts on 6 June 2020. The amount of the purchase price
will be based on the EPRA NAV on the balance sheet date as well as the
movement in the EPRA NAV during the year and the proportion of EPRA NAV
attributable to the non-controlling interest in PSPF.
A portion of the liability (EUR980k, December 2017: (EUR795k), June 2017:
(EUR539k)) is recognised to cover the tax charge of the minority in PSPF
on the proceeds received if the put option is exercised.
The recognition of the redemption liability has been accounted for as
a reduction in the Non-Controlling Interest with the remainder of the
recognition against the Group's retained earnings. Also see the condensed
consolidated statement of changes in equity for the recognition accounting.
21. Share based payment
reserve
Performance
fee
EUR'000
Balance at 1
January
2017 7,614
Fee charge for
the
period 10,653
---------------------------
Balance at 30
June
2017 18,267
Fee charge for
the
period 15,686
---------------------------
Balance at 31
December
2017 33,953
Fee charge for
the
period 103
Transfer to stated capital - settled
by issue of shares (33,948)
Adjustment to
performance
fee (5)
Balance at 30
June
2018 103
===========================
Property Advisor
Fees
The Property Advisor is entitled to an asset and estate management performance
fee, measured over consecutive three year periods, equal to 20% of the
excess by which the annual EPRA NAV total return of the Group exceeds
8% per annum, compounding (the 'Performance Fee'). The Performance Fee
is subject to a high watermark, being the higher of:
(i) the most recently published EPRA NAV
on 4 March 2015; and
(ii) the highest previously recorded EPRA NAV total return
at the end of a performance period
The Company's EPRA NAV performance for the three year's ending 31 December
2017 had resulted in a performance fee due under the Property Advisory
Agreement to the Property Advisor of EUR33.948 million. The parties agreed
that this performance fee (but not any further performance fees that may
become due) shall be settled through the issuance by the Company to the
Property Advisor of 8,260,065 new shares in the Company at EPRA NAV per
share. 50% of the shares issued in settlement of this fee are subject
to a 12-month restriction on disposal. The shares were admitted to trading
on the premium segment of the Official List and to trading on the Main
Market of the London Stock Exchange on 4 May 2018.
Under the Property Advisory Agreement for providing property advisory
services, the Property Advisor is also entitled to a Portfolio and Asset
Management Fee as follows:
(i) 1.50% of the EPRA NAV of the Group where the EPRA NAV of the Group
is equal to or less than EUR250 million; and
(ii) 1.25% of the EPRA NAV of the Group between EUR250 million
and EUR500 million; and
(iii) 1% of the EPRA NAV of the Group greater
than EUR500 million.
The Property Advisor is entitled to a capex monitoring fee equal to 7%
of any capital expenditure incurred by any Subsidiary which the Property
Advisor is responsible for managing (the 'Capex Monitoring Fee').
The Property Advisor is entitled to receive
a finance fee equal to:
(i) 0.1% of the value of any borrowing arrangement which the Property
Advisor has negotiated and/or supervised; and
(ii) a fixed fee of GBP1,000 in respect of any borrowing arrangement which
the Property Advisor has renegotiated or varied.
The Property Advisor is entitled to receive a transaction fee fixed at
GBP1,000 in respect of any acquisition or disposal of property by any
Subsidiary.
Details of the fees paid to the Property Advisor
are set out in note 26.
22. Stated
capital
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Issued and fully
paid:
40,522,364 participating shares of no par value,
issued at a consideration of GBP1 each 60,027 60,027 60,027
5,896,369 participating shares of no par value,
issued at a consideration of GBP1.11 each 7,681 7,681 7,681
19,237,484 participating shares of no par value,
issued at a consideration of GBP1.46 each 39,052 39,052 39,052
4,216,080 participating shares of no par value,
issued at a consideration of GBP1.44 each 8,390 8,390 8,390
22,619,047 participating shares of no par value,
issued at a consideration of GBP1.68 each on
4 March 2016, less costs of EUR1.6 million
associated with placing. 47,480 47,480 47,480
8,260,065 participating shares of no par value, 33,948 - -
issued at a consideration of GBP3.63 each
196,578 162,630 162,630
========================== =========================== ===========================
The number of shares in issue at 30 June 2018 was 100,751,409 (31 December
2017: 92,491,344, 30 June 2017: 92,491,344).
23. Earnings per
share
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
Earnings for the purposes of basic earnings
per share being net profit attributable to
owners of the parent (EUR'000) 15,352 50,998 111,538
Weighted average number of ordinary shares
for the purposes of basic earnings per share
(Number) 95,046,876 92,491,344 92,491,344
Effect of dilutive potential ordinary
shares (Number) 26,421 5,471,487 7,677,250
Weighted average number of ordinary shares
for the purposes of diluted earnings per share
(Number) 95,073,297 97,962,831 100,168,594
========================== =========================== ===========================
Earnings per
share
(EUR) 0.16 0.55 1.21
Diluted earnings
per share (EUR) 0.16 0.52 1.11
========================== =========================== ===========================
24. Net asset value per share and EPRA net
asset value
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
Net assets
(EUR'000) 376,628 292,070 366,217
Number of participating
ordinary shares 100,751,409 92,491,344 92,491,344
Net asset value
per
share (EUR) 3.74 3.16 3.96
========================== =========================== ===========================
EPRA net asset
value
30 June 30 June 31 December
2018 2017 2017
(unaudited) (unaudited) (audited)
Net assets
(EUR'000) 376,628 292,070 366,217
Add back deferred tax assets and liabilities,
derivative financial instruments and share
based payment reserves (EUR'000) 49,135 17,271 13,970
EPRA net asset
value
(EUR'000) 425,763 309,341 380,187
EPRA net asset value per
share (EUR) 4.23 3.34 4.11
25. Financial
instruments
The Group is exposed to the risks that arise from its use of financial
instruments. This note describes the objectives, policies and processes
of the Group for managing those risks and the methods used to measure
them. Further quantitative information in respect of these risks is presented
throughout the condensed consolidated financial statements.
Principal
financial
instruments
The principal financial instruments used by the Group, from which financial
instrument risk arises, are as follows:
-- Financial
assets
-- Cash and cash
equivalents
-- Trade and
other
receivables
-- Trade and
other
payables
-- Borrowings
-- Derivative
financial
instruments
The Group held the following financial assets
at each reporting date:
30 June 30 June 31 December
2018 2017 2017
EUR'000 EUR'000 EUR'000
Loans and
receivables
Trade and other receivables
- current 1,992 5,690 3,480
Cash and cash
equivalents 40,872 32,876 27,182
Loans and
receivables 2,380 2,282 2,323
45,244 40,848 32,985
-------------------------- --------------------------- ---------------------------
The Group held the following financial liabilities
at each reporting date:
30 June 30 June 31 December
2018 2017 2017
EUR'000 EUR'000 EUR'000
Held at
amortised
cost
Borrowings
payable:
current 3,115 2,793 2,646
Borrowings
payable:
non-current 188,247 194,404 219,648
Other financial
liabilities 6,509 4,696 5,663
Trade and other
payables 938 37,108 2,119
198,809 239,001 230,076
-------------------------- --------------------------- ---------------------------
Fair value
through
profit or loss
Derivative financial liability -
interest rate swaps 4,474 2,336 3,333
4,474 2,336 3,333
-------------------------- --------------------------- ---------------------------
203,283 241,337 233,409
========================== =========================== ===========================
Fair value of
financial
instruments
With the exception of the variable rate borrowings, the fair values of
the financial assets and liabilities are not materially different to their
carrying values due to the short term nature of the current assets and
liabilities or due to the commercial variable rates applied to the long
term liabilities.
The interest rate swap was valued externally by the respective counterparty
banks by comparison with the market price for the relevant date.
The interest rate swaps are expected to mature between January
2022 and March 2028.
The Group uses the following hierarchy for determining and disclosing
the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical
assets or liabilities;
Level 2: other techniques for which all inputs which have a significant
effect on the recorded fair value are observable, either directly or indirectly;
and
Level 3: techniques which use inputs which have a significant effect on
the recorded fair value that are not based on observable market data.
During each of the reporting periods, there were no transfers
between valuation levels.
Group Fair
Values
30 June 30 June 31 December
2018 2017 2017
EUR'000 EUR'000 EUR'000
Financial
liabilities
Interest rate
swaps
- Level 2 (4,474) (2,336) (3,333)
-------------------------- --------------------------- ---------------------------
The valuation basis for the investment properties
is disclosed in note 13.
26. Related
party
transactions
Related party transactions not disclosed elsewhere
are as follows:
R Prosser, who was a director of the Company until 17 April 2018, is a
director of Estera Fund Administrators (Jersey) Limited and Estera Trust
(Guernsey) Limited, both of which provide administration services to the
Group.
A Weaver, who was a director of the Company until 17 April 2018, is a
partner of the Jersey law firm, Appleby which provides legal services
to the Group and a member of Appleby group.
During the six month period ended 30 June 2018, an amount of EUR402,150
(December 2017: EUR690,165, June 2017: EUR328,952) was payable to Estera
Fund Administrators (Jersey) Limited and Estera Trust (Guernsey) Limited
for accounting, administration and secretarial services. At 30 June 2018,
EUR189,818 (December 2017: EUR215,625, June 2017: EUR182,222) Estera Fund
Administrators (Jersey) Limited only) was outstanding.
During the six month period ended 30 June 2018, an amount of EUR28,132
(December 2017: EUR40,044, June 2017: EUR24,570) was payable to Appleby,
law firm for legal and professional services. At 30 June 2018 EURnil (December
2017: EURnil, June 2017: EUR2,568) was outstanding.
M Northover was a Director during 2017 and shareholder of PMM Partners
(UK) Limited, the Group's appointed Property Advisor. During the six month
period ended 30 June 2018, an amount of EUR2,963,000 (EUR2,467,275 Management
Fees and EUR495,725 Other expenses and fees) (December 2017: EUR4,209,000
(EUR4,110,000 Management fees and EUR99,000 Other expenses and fees),
June 2017: EUR2,027,000 (EUR1,908,000 Management fees and EUR119,000 Other
expenses and fees)) was payable to PMM Partners (UK) Limited. At 30 June
2018 EURnil (December 2017: EURnil, June 2017: EURnil) was outstanding.
The Property Advisor is also entitled to an asset and estate management
performance fee. The charge for the period in respect of the performance
fee was EUR103,000 (December 2017: EUR26,339,000, June 2017: EUR10,653,000).
Please refer to note 21 for more details.
The Property Advisor has a controlling stake in IWA Real Estate Gmbh &
Co. KG who are contracted to dispose of condominuims in Berlin on behalf
of the Company. IWA does not receive a fee from the Company in providing
this service.
In March 2015 the Group also entered into an option agreement to acquire
the remaining 5.2% interest in Phoenix Spree Property Fund GmbH & Co.KG
from the remaining partners being M Hilton and P Ruddle both Directors
of PMM Partners (UK) Limited. The options are to be exercised on the fifth
anniversary of the majority interest acquisition for a period of three
months thereafter at the fair value of the remaining interest.
The Group entered into an unsecured loan agreement with M Hilton and P
Ruddle in connection with the acquisition of PSPF. At the period end an
amount of EUR770,119 (December 2017: EUR747,120, June 2017: EUR727,500)
each was owed to the Group. The loans bear interest of 4% per annum.
Dividends paid to Quentin Spicer in his capacity as a shareholder
amounted to EUR1,160.
27. Events after the
reporting
date
In July 2018, the Company exchanged contracts for the acquisition of an
individual property in Berlin with consideration of EUR3.8 million. The
Company also exchanged contracts to acquire a further property in Berlin
in August 2018 with consideration of EUR2.7 million. These properties
are due to complete at the end of September 2018.
In September 2018, the Company completed on an acquisition notarised prior
to the reporting date with a consideration of EUR7.8 million
The Company exchanged contracts for the sale of two condominiums in Berlin
with an aggregate consideration of EUR0.7 million. These condominiums
are expected to complete in Q3 2018.
In June 2018, the Company signed debt worth EUR1.6m secured against a
new acquisition in Berlin. EUR1.2m of this new facility was drawn in July
2018.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR EAXNKALPPEFF
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