22 November 2024
WORKSPACE GROUP
PLC
HALF YEAR
RESULTS
CONTINUED UNDERLYING INCOME
AND DIVIDEND GROWTH FROM OUR UNIQUE AND SCALABLE OPERATING
PLATFORM
Workspace Group PLC ("Workspace"),
London's leading owner and operator of sustainable, flexible work
space today announces its results for the half year to 30 September
2024. The comments in this announcement refer to the period from 1
April 2024 to 30 September 2024 unless otherwise stated.
Financial highlights: Underlying rental income growth driving
increase in dividend, valuation stabilised
· Underlying net
rental income†1 up 4.3% to £60.2m (September
2023: £57.7m), net rental income† down 0.8% (£0.5m) to
£60.5m (September 2023: £61.0m) following disposals
· Trading profit
after interest† up 5.1%
to £32.7m (September 2023: £31.1m)
· Interim dividend
per share up 4.4% to 9.4p per share (September 2023:
9.0p)
· Like-for-like
portfolio valuation stabilised, down 0.2%2 with
equivalent yield out 9bps to 7.1%, offset by 1.3% growth in
ERV
· Total portfolio
valuation of £2,423m, an underlying2 reduction of 0.8%
(£20m) from 31 March 2024 (September 2023:
underlying2 reduction of 6.6%)
· Profit
before tax of £10.2m, reflecting the movement in
the property valuation (September 2023: £147.9m loss)
· EPRA net
tangible assets per share† down 1.9% to £7.85 (March
2024: £8.00)
· Robust balance
sheet with £144m of cash and undrawn facilities (March 2024: £145m)
and LTV† stable at 35% (March 2024: 35%)
· Average cost of
debt at 30 September was 3.6% with 89% of debt at fixed
rates.
· In November
2024, agreed extension of £135m credit facility to 2028 and
additional £80m term loan facility
Scalable operating platform: customer demand driving
continued pricing growth
· Good customer
demand with 603 lettings completed in the half year with a total
rental value of £15.8m, highlighting the appeal of our flexible
offer
· Like-for-like
rent per sq. ft. up 2.8% in the half year to £47.00
· Like-for-like
rent roll down 1.3% in the half year to £109.0m, reflecting a
higher than usual level of larger customers vacating in the
period
· Like-for-like
occupancy down 0.7% in the half year to 87.5%
Accretive asset management and sustainability activity
targeted to customer demand
· Active capital
recycling with £29.9m of disposals completed in the first half of
the year, and a further £47.2m already exchanged and expected to
complete in the second half of the year
· Refurbishment
and extension of Leroy House in Islington completed in October
2024, our first net zero building, delivering 57,000 sq. ft. of new
space across 101 units
· Progressing the
major refurbishment projects at Chocolate Factory and The Biscuit
Factory, with an additional c.1m sq. ft. of larger projects in the
pipeline
· Further 60,000
sq. ft. of refurbishment and unit subdivision projects completed in
the first half to meet customer demand, delivering strong income
returns
· Excellent
performance against our environmental objectives, with a 10%
reduction in operational energy intensity, 30% reduction in gas use
and 5% increase in EPC A and B rated space to 56% compared to the
first half of last year
Lawrence Hutchings, Chief Executive Officer,
said:
"Workspace is a leader in the London flex market, with a deep
understanding of what our customers want from their work space and
a focus on championing the needs of the Capital's fastest growing
businesses. Today's results, reflecting good customer demand and
continued pricing growth, demonstrate the enduring appeal of the
Workspace offer for these businesses.
With over 35 years of experience and a unique, scalable
business model, Workspace is well positioned for further success as
we continue to capture demand and, over the medium term, look to
increase our share of London's growing SME market. This is an
exciting time for the business, and I am delighted to be here as
Workspace's new CEO to build on the great legacy left by my
predecessor Graham and drive the continued evolution of the
business.
Over the coming weeks and months, I am looking forward
to spending more time in Workspace's centres across London,
meeting our diverse range of customers and getting to know the
teams responsible for making Workspace the unique place it
is."
Summary Results
|
September
2024
|
September
2023
|
Change
|
Financial performance
|
|
|
|
Net rental
income†
|
£60.5m
|
£61.0m
|
-0.8%
|
Trading profit after
interest†
|
£32.7m
|
£31.1m
|
+5.1%
|
Profit/(loss) before
tax
|
£10.2m
|
£(147.9)m
|
|
Interim dividend per
share
|
9.4p
|
9.0p
|
+4.4%
|
|
|
|
|
|
September
2024
|
March
2024
|
Change
|
Valuation
|
|
|
|
EPRA net tangible assets per
share†
|
£7.85
|
£8.00
|
-1.9%
|
Property
valuation†
|
£2,423m
|
£2,446m
|
-0.8%2
|
Financing
|
|
|
|
Loan to
value†
|
35%
|
35%
|
|
Undrawn bank facilities and
cash
|
£144m
|
£145m
|
|
† Alternative performance measure
(APM). The Group uses a number of financial measures to assess and
explain its performance. Some of these which are not defined within
IFRS are considered APMs.
1 Underlying change adjusted for disposals.
2 Underlying change excluding capital expenditure and
disposals.
For media and investor enquiries,
please contact:
Workspace Group
PLC
Paul Hewlett, Director of Strategy
& Corporate Development
Clare Marland, Head of Corporate
Communications
|
020
7138 3300
|
FGS Global
Chris Ryall
Guy Lamming
|
020
7251 3801
|
Details of results presentation
Workspace will host a results
presentation for analysts and investors on Friday, 22 November 2024
at 9:00am. The venue for the presentation is Eventspace, at
Salisbury House, 114 London Wall, EC2M 5QA.
The presentation can also be
accessed live via webcast at the following link:
https://secure.emincote.com/client/workspace/workspace026
Notes to Editors
About Workspace Group PLC:
Workspace is London's leading
owner and operator of flexible workspace, currently managing 4.3
million sq. ft. of sustainable space at 73 locations in London and
the South East.
We are home to some 4,000 of
London's fastest growing and established brands from a diverse
range of sectors. Our purpose, to give businesses the freedom to
grow, is based on the belief that in the right space, teams can
achieve more. That in environments they tailor themselves, free
from constraint and compromise, teams are best able to collaborate,
build their culture and realise their potential.
We have a unique combination of a
highly effective and scalable operating platform, a portfolio of
distinctive properties, and an ownership model that allows us to
offer true flexibility. We provide customers with blank canvas
space to create a home for their business, alongside leases that
give them the freedom to easily scale up and down within our
well-connected, extensive portfolio.
We are inherently sustainable - we
invest across the capital, breathing new life into old buildings
and creating hubs of economic activity that help flatten London's
working map. We work closely with our local communities to ensure
we make a positive and lasting environmental and social impact,
creating value over the long term.
Workspace was established in 1987,
has been listed on the London Stock Exchange since 1993, is a FTSE
250 listed Real Estate Investment Trust (REIT) and a member of the
European Public Real Estate Association (EPRA).
Workspace® is a registered
trademark of Workspace Group PLC, London, UK.
LEI: 2138003GUZRFIN3UT430
For more information on Workspace,
visit www.workspace.co.uk
BUSINESS REVIEW
CUSTOMER ACTIVITY
We have seen good customer demand
with 603 lettings completed in the half year with a total rental
value of £15.8m, up 5.3% on the first six months of the previous
financial year.
|
Monthly
Average
|
Monthly
Activity
|
|
H1
2024/25
|
H1
2023/24
|
FY
2023/24
|
30
Sep
2024
|
31
Aug
2024
|
31
Jul
2024
|
|
|
|
|
|
|
|
Enquiries
|
694
|
788
|
788
|
698
|
685
|
717
|
Viewings
|
492
|
509
|
524
|
476
|
457
|
525
|
Lettings
|
101
|
98
|
103
|
145
|
76
|
75
|
The good level of customer
lettings has been offset by a higher than usual level of customer
vacations in the period, including a number of larger customers.
The majority of these have either grown with us successfully and
been acquired by large corporates or are at sites where we have not
wanted to offer the longer leases typically required by larger
occupiers due to planned redevelopment. While this churn is higher
than usual, it is part of the regular rhythm of our business and,
in line with our model, represents an opportunity to create value
through subdividing many of these larger units into smaller units,
for which we see stronger demand and achieve higher
pricing.
The good demand that we saw in
September has continued into the third quarter, with 757 enquiries,
540 viewings and 78 deals in October 2024, delivered against the
backdrop of uncertainty in the lead-up to the Autumn Budget on 30
October.
RENT ROLL
Total rent roll, representing the
total annualised net rental income at a given date, was down 2.3%
(£3.3m) in the six months to £140.1m at 30 September
2024.
Total Rent Roll
|
£m
|
At 31 March 2024
|
143.4
|
Like-for-like portfolio
|
(1.4)
|
Disposals
|
(2.0)
|
Other
|
0.1
|
At 30 September 2024
|
140.1
|
The total Estimated Rental Value
(ERV) of the portfolio, comprising the ERV of the like-for-like
portfolio and those properties currently undergoing refurbishment
or redevelopment (but only including properties at the design stage
and non-core properties at their current rent roll and occupancy),
was £194.3m at 30 September 2024.
Like-for-like
portfolio
The like-for-like portfolio
represents 78% of the total rent roll as at 30 September 2024. It
comprises 42 properties with stabilised occupancy excluding recent
acquisitions, buildings impacted by significant refurbishment or
redevelopment activity, or contracted for sale.
|
Six Months
Ended
|
Like-for-Like
|
30 Sep
24
|
31 Mar
241
|
30 Sep
231
|
Occupancy
|
87.5%
|
88.2%
|
88.4%
|
Occupancy
change2
|
(0.7%)
|
(0.2%)
|
(0.4%)
|
|
|
|
|
Rent per sq. ft.
|
£47.00
|
£45.73
|
£44.19
|
Rent per sq. ft. change
|
2.8%
|
3.5%
|
6.9%
|
|
|
|
|
Rent roll
|
£109.0m
|
£110.4m
|
£107.1m
|
Rent roll change
|
(1.3%)
|
3.1%
|
6.7%
|
1 Restated for the transfer in of Old Dairy, Shoreditch, where
occupancy is now stabilised post-acquisition and the transfer out
of
The Biscuit Factory site in
Bermondsey which is undergoing major refurbishment and
redevelopment activity
2 Absolute change
We have continued to move pricing
forward across our like-for-like portfolio with rent per sq. ft.
increasing by 2.8% in the half year to £47.00. Like-for-like
occupancy was down by 0.7% to 87.5% in the half year, with an
overall decrease in like-for-like rent roll of 1.3% (£1.4m) to
£109.0m, reflecting the higher than usual level of customer
vacations in the period, as noted above.
We have seen ERV per sq. ft.
increase by 1.3% in the half year. If all the like-for-like
properties were at 90% occupancy at the CBRE estimated rental
values at 30 September 2024, the rent roll would be £127.0m, £18.0m
higher than the actual rent roll at 30 September 2024.
Completed Projects
There are six projects in the
completed projects category. Rent roll reduced overall by £0.1m in
the six months to £7.0m.
If the buildings in this category
were all at 90% occupancy at the ERVs at 30 September 2024, the
rent roll would be £10.0m, an uplift of £3.0m.
Projects Underway -
Refurbishments
We are currently underway on nine
refurbishment projects that will deliver 553,500 sq. ft. of new and
upgraded space. As at 30 September 2024, rent roll was £12.8m, up
£0.3m in the last six months.
Assuming 90% occupancy at the ERVs
at 30 September 2024, the rent roll at these nine buildings once
they are completed would be £24.9m, an uplift of £12.1m.
Projects at Design
Stage
These are properties where we are
well advanced in planning a refurbishment or redevelopment that has
not yet commenced. As at 30 September 2024, the rent roll at these
five properties was £3.6m, in line with 31 March 2024.
South East Office
As at 30 September 2024, the rent
roll of the South East office portfolio, comprising eight
buildings, was down £0.1m to £6.7m.
Assuming 90% occupancy (or current
occupancy if higher) at the ERVs at 30 September 2024, the rent
roll would be £9.3m, an uplift of £2.6m.
Non-core
As at 30 September 2024, the rent
roll of the non-core portfolio, comprising four properties, was
£1.0m, up £0.1m.
Disposals
In July, we exchanged on the sale
of Ashcombe House, Leatherhead and The Planets, Woking for a
combined total of £15.7m, in line with the March 2024
valuation.
In November, we exchanged on the
sale of Rainbow Industrial Estate, Raynes Park for £20.3m, in line
with the September 2024 valuation.
We received a total of £29.9m in
cash during the first half of the year from the completions of
non-core disposals; Poplar Business Park in Poplar, Mallard Court
and Cygnet House in Staines and 5 Acre Estate in Folkestone, with a
further £47.2m of disposals already exchanged and expected to
complete in the second half of the year with an aggregate net
initial yield of 4.6%.
PROFIT PERFORMANCE
Trading profit after interest for
the half year was up 5.1% (£1.6m) on the prior half year to
£32.7m.
£m
|
30 Sep
2024
|
30
Sep
2023
|
Underlying rental income
|
68.7
|
65.4
|
Unrecovered service charge costs
|
(3.1)
|
(2.8)
|
Empty rates and other
non-recoverable costs
|
(5.4)
|
(5.3)
|
Services, fees, commissions and
sundry income
|
-
|
0.4
|
Underlying net rental income
|
60.2
|
57.7
|
Disposals
|
0.3
|
3.3
|
Net rental income
|
60.5
|
61.0
|
Administrative expenses -
underlying
|
(10.9)
|
(10.4)
|
Administrative expenses - share
based costs1
|
(1.5)
|
(1.2)
|
Net finance costs
|
(15.4)
|
(18.3)
|
Trading profit after interest
|
32.7
|
31.1
|
1 These relate to both cash and equity settled costs
Underlying rental income increased
£3.3m to £68.7m, reflecting the strong increase in average rent per
sq. ft. achieved over the last year. Net rental income was down
0.8% (£0.5m) to £60.5m following the disposals made over the last
year.
Unrecovered service charge costs,
empty rates and other non-recoverable costs both increased slightly
reflecting underlying inflation and the slight fall in occupancy,
which also impacted net revenue from services, fees, commissions
and sundry income.
Underlying administrative expenses
increased by £0.5m to £10.9m, reflecting underlying inflation.
Share-based costs increased by £0.3m to £1.5m.
Net finance costs decreased by
£2.9m to £15.4m in the half year, reflecting the decrease in SONIA
over the last six months, a reduction in average net debt following
asset disposals and an increase in capitalised interest due to the
step up in activity on major projects. The average net debt balance
in the period was £28m lower than the first six months of the prior
year, whilst the average interest cost decreased from 3.8% to
3.4%.
Profit before tax was £10.2m
compared to a £147.9m loss in the prior year.
£m
|
30 Sep
2024
|
30
Sep
2023
|
Trading profit after
interest
|
32.7
|
31.1
|
Change in fair value of investment
properties
|
(20.3)
|
(177.4)
|
Loss on sale of investment
properties
|
(1.1)
|
(1.2)
|
Other costs
|
(1.1)
|
(0.4)
|
Profit/(loss) before tax
|
10.2
|
(147.9)
|
Adjusted underlying earnings per
share
|
16.9p
|
16.1p
|
The change in fair value of
investment properties, including assets held for sale, was a
decrease of £20.3m compared to a decrease of £177.4m in the prior
year.
The loss on sale of investment
properties of £1.1m resulted from costs associated with disposals
in the first half.
Other costs include one-off items
relating to the implementation of our new finance and property
management and CRM systems.
Adjusted underlying earnings per
share, based on EPRA earnings adjusted for non-trading items and
calculated on a diluted share basis, was up 0.8p to 16.9p. The
calculation of adjusted, basic, diluted and EPRA earnings per share
is shown in note 7 to the financial statements.
INTERIM DIVIDEND
Our dividend policy is based on
trading profit after interest, taking into account our investment
and acquisition plans and the distribution requirements that we
have as a REIT, with our aim being to ensure the total dividend per
share in each financial year is covered at least 1.2 times by
adjusted underlying earnings per share.
With the solid trading performance
in the first half and confidence in the longer-term prospects of
the Company, the Board is pleased to announce that this year an
interim dividend of 9.4p per share (2023: 9.0p) will be paid on 3
February 2025 to shareholders on the register at 10 January 2025.
The dividend will be paid as a normal dividend (not a REIT Property
Income Distribution).
PROPERTY VALUATION
At 30 September 2024, our property
portfolio was independently valued by CBRE at £2,423m, an
underlying decrease of 0.8% (£20m) in the half year. The main
movements in the valuation are set out below:
|
£m
|
Valuation at 31 March
2024
|
2,446
|
Capital expenditure
|
27
|
Disposals
|
(30)
|
Revaluation
|
(20)
|
Valuation at 30 September 2024
|
2,423
|
A summary of the half year
valuation and revaluation movement by property type is set out
below:
£m
|
Valuation
|
Movement
|
Like-for-like
properties
|
1,813
|
(3)
|
Completed
projects
|
138
|
-
|
Refurbishments
|
349
|
(10)
|
Redevelopments
|
18
|
(2)
|
South East office
|
78
|
(5)
|
Non-core
|
27
|
-
|
Total
|
2,423
|
(20)
|
Like-for-like
Properties
There was a 0.2% (£3m) underlying
decrease in the valuation of like-for-like properties to £1,813m.
This was driven by a 9bps outward shift in equivalent yield
(-£26m), offset by a 1.3% increase in the ERV per sq. ft.
(+£23m).
ERV growth has returned to a
lower, historically more normal level, with pricing at most centres
now back at or above pre-Covid levels. We saw stronger growth in
ERV for smaller space, which represents the majority of our letting
activity, with an increase of 3.0% in the half year for units under
1,000 sq. ft., compared to larger spaces where ERVs remained
stable. This reflects our approach to implement a wide range of
smaller unit refurbishments and subdivisions to align our spaces
with customer demand.
|
30 Sep
2024
|
31
Mar
20241
|
Change
|
ERV per sq. ft.
|
£50.78
|
£50.11
|
1.3%
|
Rent per sq. ft.
|
£47.00
|
£45.73
|
2.8%
|
Equivalent yield
|
7.1%
|
7.0%
|
0.1%2
|
Net initial yield
|
5.4%
|
5.5%
|
-0.1%2
|
Capital value per sq.
ft.
|
£652
|
£651
|
0.2%
|
1 Restated for the
transfer in of Old Dairy, Shoreditch, where occupancy is now
stabilised post-acquisition and the transfer out of
The Biscuit Factory site in
Bermondsey which is undergoing major refurbishment and
redevelopment activity
2 Absolute change
A 2.5% increase in ERV would
increase the valuation of like-for-like properties by approximately
£45m whilst a 25bps decrease in equivalent yield would increase the
valuation by approximately £66m.
Completed Projects
The underlying value of the six
completed projects was stable at £138m. This was driven by a 9bps
outward shift in equivalent yield, offset by a 1.0% increase in the
ERV per sq. ft. The overall valuation metrics for completed
projects are set out below:
|
30 Sep
2024
|
ERV per sq. ft.
|
£34.11
|
Rent per sq. ft.
|
£30.10
|
Equivalent yield
|
7.4%
|
Net initial yield
|
4.6%
|
Capital value per sq.
ft.
|
£423
|
Current Refurbishments and
Redevelopments
There was an underlying decrease
of 2.8% (£10m) in the value of our current refurbishments to £349m
and a reduction of 10.0% (£2m) in the value of our current
redevelopments to £18m.
The decreases in respect of
refurbishments largely reflected the movement in market yields,
with redevelopment valuations also impacted by a decline in
expected residential values and increases in expected build
costs.
South East Office
There was a 6.0% (£5m) underlying
decrease in the valuation of the South East office portfolio to
£78m, with a 33bps outward shift in equivalent yield, offset by a
1.6% increase in ERV per sq. ft. The overall valuation metrics are
set out below:
|
|
|
30 Sep
2024
|
ERV per sq. ft.
|
|
|
£29.53
|
Rent per sq. ft.
|
|
|
£23.29
|
Equivalent Yield
|
|
|
10.8%
|
Net Initial Yield
|
|
|
8.2%
|
Capital Value per sq.
ft.
|
|
|
£236
|
REFURBISHMENT ACTIVITY
A summary of the status of the
refurbishment pipeline at 30 September 2024 is set out
below:
Projects
|
Number
|
Capex
spent
|
Capex
to spend
|
Upgraded and new space (sq. ft.)
|
Underway
|
9
|
£70m
|
£40m
|
553,500
|
Design stage
|
8
|
£0m
|
£454m
|
717,000
|
Design stage (without
planning)
|
4
|
£0m
|
£112m
|
222,000
|
We completed the refurbishment and
extension of Leroy House in Islington in October 2024, delivering
57,000 sq. ft. of new space across 101 units. This is a great
example of our refurbishment-first, sustainable approach and was
designed to be our first Net Zero building in construction and
operation. The building, which has a striking double height
entrance and fantastic light-filled communal space, has captured
the imagination of London's SMEs, with 13 leases signed already. We
are also on site with major upgrades and extensions at Chocolate
Factory, Wood Green, and at The Biscuit Factory,
Bermondsey.
We have commenced work at Atelier
House, at the northern end of our Centro property, where we are
transforming the traditional office building into a Workspace
business centre, delivering over 40 units, a café and meeting rooms
to meet demand from Camden's creative SME base. Strip-out is
complete and completion is scheduled for summer next
year.
SUSTAINABILITY
We have an inherently green
property portfolio with energy intensity already 10% lower than
industry best practice for net zero carbon offices1.
Further improving the energy efficiency of our buildings is key in
helping us to achieve our target of being a net zero carbon
business. The Workspace portfolio is currently 56% EPC A and B
rated, an increase of 5% in the half year, and we are on track to
upgrade the remainder of our portfolio to these categories by
2030.
We are also targeting a 50%
reduction in our emissions by 2030, whilst continuing to procure
100% renewable electricity. Since February 2024, two-thirds of our
electricity is sourced directly from a solar plant in Devon,
recognised for its high-quality renewable supply. In the half year
we also achieved a 10% reduction in operational energy intensity
and a 29% reduction in gas use compared to the first six months of
the previous financial year.
12025 UKGBC target for net zero carbon offices
CASH FLOW
A summary of cash flows is set out
below:
£m
|
30 Sep
2024
|
30
Sep
2023
|
Net cash from operations after
interest†
|
32
|
20
|
Dividends paid
|
(35)
|
(32)
|
Capital expenditure
|
(28)
|
(36)
|
Property disposals and capital
receipts
|
29
|
92
|
Other
|
1
|
(9)
|
Net movement
|
(1)
|
35
|
Opening debt (net of
cash)
|
(855)
|
(902)
|
Closing debt (net of cash)
|
(856)
|
(867)
|
† 2023 excludes £8.8m of VAT payments relating to sale of Riverside
included in 'Other'
There is a reconciliation of net
debt in note 13(b) in the financial statements.
Net debt was broadly unchanged in
the period with the prior year final dividend largely funded from
operating profit and disposal receipts funding capital
expenditure.
NET ASSETS
Net assets decreased slightly in
the half year by £25m to £1,524m. EPRA net tangible assets (NTA)
per share at 30 September 2024 was down 1.9% (£0.15) to
£7.85.
|
|
|
EPRA
NTA per share
|
|
|
|
£
|
At 31 March 2024
|
|
|
8.00
|
Adjusted trading profit after
interest
|
|
|
0.17
|
Dividends paid
|
|
|
(0.19)
|
Property valuation
deficit
|
|
|
(0.11)
|
Other
|
|
|
(0.02)
|
At 30 September 2024
|
|
|
7.85
|
The calculation of EPRA NTA per
share is set out in note 8 of the financial statements.
TOTAL ACCOUNTING RETURN
The total accounting return for
the half year was 0.5% compared to (8.4)% in the half year ended
September 2023. The total accounting return comprises the change in
absolute EPRA net tangible assets per share plus dividends paid in
the year as a percentage of the opening EPRA net tangible assets
per share. The calculation of total accounting return is set out in
note 8 of the financial statements.
FINANCING
As at 30 September 2024, the Group
had £3m of available cash and £141m of undrawn
facilities.
|
Drawn
amount
£m
|
Facility
£m
|
Maturity
|
Private placement notes
|
300.0
|
300.0
|
2025-2029
|
Green bond
|
300.0
|
300.0
|
2028
|
Secured loan
|
65.0
|
65.0
|
2030
|
Bank facilities
|
193.8
|
335.0
|
2026
|
Total
|
858.8
|
1,000.0
|
|
The majority of the Group's debt
comprises long-term fixed-rate committed facilities including a
£300m green bond, £300m of private placement notes, and a £65m
secured loan facility.
Shorter-term liquidity and
flexibility is provided by floating-rate sustainability-linked
Revolving Credit Facilities (RCFs) totalling £335.0m, which at 30
September 2024 comprised a £135m facility maturing in April 2026
and a £200m facility maturing in December 2026. The facilities were
£193.8m drawn at 30 September 2024 and the average maturity of
drawn debt was 3.1 years (31 March 2024: 3.6 years).
In February 2024, £100m of the
floating rate bank borrowings were swapped to an all-in fixed rate
of 6.1% for two years. At 30 September 2024, the Group's effective
interest rate was 3.6% based on SONIA at 4.95%, with 89% (£765m) of
the debt at fixed or hedged rates. The average interest cost of our
fixed-rate borrowings was 3.4% and our un-hedged floating-rate bank
borrowings had an average margin of 1.8% over SONIA. A 1% change in
SONIA would change the effective interest rate by 0.1% (at current
debt levels).
At 30 September 2024, loan to
value (LTV) was 35% (31 March 2024: 35%) and interest cover, based
on net rental income and interest paid over the last 12 month
period, was 3.8 times (31 March 2024: 3.7 times), providing good
headroom on all facility covenants.
Following the period end, the
terms of the £135m RCF have been amended to extend the maturity to
30 November 2028, with options to extend by up to a further two
years and an option to increase the facility amount to £255m,
subject to lender consent. In addition, an £80m term loan facility
has been agreed with an initial maturity of November 2026 and
options to extend by up to two further years, subject to lender
consent. The amendments make no significant change to the Company's
average cost of debt but on a proforma basis increase undrawn
facilities and cash to £224m and extend the average maturity of
drawn debt to 3.4 years.
FINANCIAL outlook FOR
2024/25
In the first half of the year, we
were operating in a quieter market impacted by ongoing
macro-economic uncertainty, particularly in the run-up to the UK
Budget in October. Against that backdrop, we have seen good
underlying rental growth with continued pricing increases, with
this being partly offset by a drop in occupancy and rent roll as
noted above.
Whilst the immediate, direct
impact of the Budget on Workspace and the majority of our,
typically service-based, SME customers is likely to be limited, it
may take some time for broader market sentiment to adjust. Our
focus will be on driving occupancy and rent roll in the second
half, although much of the rental growth from the refurbishment and
subdivision of the larger units vacated in the first half is likely
to be realised in the next financial year, once the work to alter
the space has been completed.
The high levels of inflation we
have seen over recent years have been reducing, albeit wage
inflation is expected to remain above historic norms following
increases to the Living Wage and National Insurance announced in
the Budget. We continue to invest in our platform to drive
productivity and efficiency to mitigate inflationary pressures and
enhance profitability.
We expect capital expenditure to
be around £30m in the second half as we continue to progress with
planned asset management projects, including completing the
refurbishment of Chocolate Factory, progressing work at The Biscuit
Factory, and the ongoing refurbishment and subdivision of larger
units across the portfolio.
With planned capital expenditure
largely offset by asset disposals and with 89% of our debt at fixed
rates or hedged, we expect interest costs in the second half to be
broadly stable.
Over the longer-term, we expect to
deliver significant earnings and dividend growth, with the £36m of
reversion across our existing portfolio augmented by delivery of
our extensive project pipeline and the potential for further
expansion through increasing our share of London's growing SME
market.
property statistics
|
Half
Year ended
|
|
30 Sep
2024
|
31
Mar
2024
|
30
Sep
2023
|
31
Mar
2023
|
Workspace Portfolio
|
|
|
|
|
Property valuation
|
£2,423m
|
£2,446m
|
£2,505m
|
£2,741m
|
Number of locations
|
73
|
77
|
79
|
86
|
Lettable floorspace (million sq.
ft.)
|
4.3
|
4.5
|
4.7
|
5.2
|
Number of lettable
units
|
4,650
|
4,678
|
4,718
|
4,910
|
Rent roll of occupied
units
|
£140.1m
|
£143.4m
|
£141.9m
|
£140.1m
|
Average rent per sq.
ft.
|
£40.27
|
£38.21
|
£36.81
|
£32.86
|
Overall occupancy
|
81.5%
|
83.0%
|
83.5%
|
81.5%
|
Like-for-like number of
properties
|
42
|
43
|
42
|
38
|
Like-for-like lettable floor space
(million sq. ft.)
|
2.7
|
2.9
|
2.9
|
2.7
|
Like-for-like rent roll
growth
|
(1.3%)
|
3.0%
|
6.4%
|
3.4%
|
Like-for-like rent per sq. ft.
growth
|
2.8%
|
3.4%
|
6.8%
|
5.2%
|
Like-for-like occupancy
movement
|
(0.7%)
|
(0.4%)
|
(0.6%)
|
(0.5%)
|
1) The like-for-like category has been
restated in the current financial year for the transfer in of Old
Dairy, Shoreditch, where occupancy is now stabilised
post-acquisition, and the transfer out of The Biscuit Factory site
in Bermondsey which is undergoing major refurbishment and
redevelopment activity.
2) Like-for-like statistics for prior years
are not restated for the changes made to the like-for-like property
portfolio in the current financial year.
3) Occupancy is the area of space let
divided by the total net lettable area (excluding land used for
open storage) expressed as a percentage. Net lettable area is the
internal area of a building that is available to let.
4) Overall rent per sq. ft. and occupancy
statistics includes the lettable area at like-for-like properties
and all refurbishment and redevelopment projects, including those
projects recently completed and also properties where we are in the
process of obtaining vacant possession.
PRINCIPAL RISKS AND UNCERTAINTIES
The Board assesses and monitors
the principal risks of the business and considers how these risks
could best be mitigated, where possible, through a combination of
internal controls and risk management. The first six months of
the financial year has seen a period of continued challenging
macro-economic conditions, albeit with inflation reducing and
interest rates stabilising.
The key risks that could affect
the Group's medium-term performance and the factors which mitigate
these risks have not materially changed from those set out in the
Group's Annual Report and Accounts 2024.
These risks have been assessed in
line with the 2018 UK Corporate Governance Code requirements and
are shown below. The Board is satisfied that we continue to operate
within our risk profile.
Risk Area
|
Mitigating activities
|
Customer demand
Opportunities for growth could be
missed without a clear brand positioning strategy to meet the
evolving demands of target customers. Macroeconomic factors,
including political instability and geopolitical tensions, weak
economic growth, inflationary pressures and high interest rates,
could also impact our customers.
RISK IMPACT
· Fall
in occupancy levels at our properties
· Reduction in rent roll
· Reduction in property valuation
|
· Marketing campaigns maintain awareness of Workspace's offer
and the content and messaging are regularly reviewed to remain
relevant and appealing.
· Broad mix of buildings across London with different work
space offerings, at various price points to match customer
requirements
· Pipeline of refurbishment and redevelopments to further
enhance the portfolio
· Weekly meeting to track enquiries, viewings and lettings to
closely track customer trends and amend pricing in response as
demand changes
· Centre staff maintain ongoing relationships with our
customers to understand their requirements and implement change to
meet their needs.
· Business plans are stress tested to assess the sensitivity of
forecasts to reduced levels of demand and implement contingency
measures.
|
Financing
There may be a reduction in the
availability of long-term financing due to an economic recession,
which may result in an inability to grow the business and impact
Workspace's ability to deliver services to customers.
RISK IMPACT
· Inability to fund business plans and invest in new
opportunities
· Increased interest costs
· Negative reputational impact amongst lenders and in the
investment community
|
· We
regularly review funding requirements for business plans, and we
have a wide range of options to fund our forthcoming plans. We also
prepare a five-year business plan which is reviewed and updated
annually.
· We
have a broad range of funding relationships in place and regularly
review our refinancing strategy. We also maintain a specific
interest rate profile via the use of fixed rates on the majority of
our debt facilities so that our interest payment profile is broadly
stable
· Loan
covenants are monitored and reported to the Board on a monthly
basis, and we undertake detailed cash flow monitoring and
forecasting.
· During 2023/24 we extended our Revolving Credit Facilities
(RCF) to 2026 and put in place a £100m interest rate hedge to
manage our interest costs.
· In
November 2024 we extended the maturity of the £135m of RCF to
November 2028 and put in place an £80m term loan to November 2026,
providing further certainty over our funding position going
forwards.
|
Valuation
Macroeconomic uncertainty,
reductions in occupancy or pricing, or failure to meet Energy
Performance Certificate (EPC) targets could have an impact on asset
valuations, whereby property yields increase and valuations fall.
This may result in a reduction in return on investment and negative
impact on covenant testing.
RISK IMPACT
· Financing covenants linked to loan to value ('LTV')
ratio.
· Impact on share price.
|
· Market-related valuation risk is largely dependent on
independent, external factors. We maintain a conservative LTV ratio
which can withstand a severe decline in property values without
covenant breaches.
· We
monitor changes in sentiment in the London real estate market,
yields, and pricing to track possible changes in valuation. CBRE, a
leading full-service real estate services and investment
organisation, provides twice-yearly independent valuations of all
our properties.
· We
manage and invest in our properties, planning and undertaking
upgrades where necessary, to ensure they are compliant with current
and future Minimum Energy Efficiency Standards (MEES) for
EPCs.
· Alternative use opportunities, including mixed-use
developments, are actively pursued across the portfolio.
|
Acquisition pricing
Inadequate appraisal and due
diligence of a new acquisition could lead to paying above market
price leading to a negative impact on valuation and rental income
targets.
RISK IMPACT
· Negative impact on valuation
· Impact on overall shareholder return
|
· We
have an acquisition strategy determining key criteria such as
location, size and potential for growth. These criteria are based
on the many years of knowledge and understanding of our market and
customer demand.
· A
detailed appraisal is prepared for each acquisition and is
presented to the Investment Committee for challenge and discussion
prior to authorisation by the Board. The acquisition is then
subject to thorough due diligence prior to completion, including
capital expenditure and risks associated with ESG
concerns.
· Workspace will only make acquisitions that are expected to
yield a minimum return and will not knowingly overpay for an
asset.
· For
all corporate acquisitions we undertake appropriate property,
financial and tax due diligence including a review of
ESG.
|
Customer payment default
There remains uncertainty around
the macroeconomic environment given broader geopolitical events and
interest rate pressures. This could result in further pressure on
rent collection figures.
RISK IMPACT
· Negative cash flow and increasing
interest costs
· Breach of financial covenants
|
· Rent
collection and customer payment levels have remained strong
throughout the first half of the year, however the economic
environment remains challenging.
· The
risk impact continues to be mitigated by strong credit control
processes and an experienced team of credit controllers who are
able to make quick decisions and negotiate with customers for
payment. In addition, we hold a three-month deposit for the
majority of customers.
· Centre staff maintain relationships with customers and can
identify early signs of potential issues.
|
Cyber security
A cyber-attack could lead to a
loss of access to Workspace systems or a network disruption for a
prolonged period of time which could damage Workspace's reputation
and inhibit our ability to run the business.
RISK IMPACT
· Inability to process new leases and invoice
customers
· Reputational damage
· Increased operational costs
|
· Cyber security risk is managed using a mitigation framework
comprising network security, IT security policies and third-party
risk assessments. Controls are regularly reviewed and updated and
include technology such as next generation firewalls, multi layered
access control through to people solutions such as user awareness
training and mock-phishing emails.
· Assurance over the framework's performance is gained through
an independent maturity assessment, penetration testing and network
vulnerability testing, all performed annually.
· We're committed to continue the adoption of the NIST
Cybersecurity Framework to enhance our cyber security maturity.
This adoption will strengthen risk management, improve controls,
fortify incident response, and ensure consistent protection and
recovery, validated through external independent
assessments.
|
Resourcing
Ineffective succession planning,
recruitment, and people management could lead to limited resourcing
levels and a shortage of suitably skilled individuals able to
achieve Workspace's objectives and grow the business. Inadequate
resourcing may also result in management being spread too thinly
and a decline in effectiveness.
RISK IMPACT
· Increased costs from high staff turnover
· Delay in growth plans
· Reputational damage
|
· We
have a robust recruitment process to attract new joiners and
established interview and evaluation processes with a view to
ensuring a good fit with the required skill set and our corporate
culture.
· We
are diversifying our recruitment pools, including launching a new
apprenticeship program to support our succession plans and ensure
we have a diverse talent pool.
· Various incentive schemes align employee objectives with the
strategic objectives of the Group to motivate employees to work in
the best interests of the Group and its stakeholders. This is
supported by a formal appraisal and review process for all
employees.
· Our
HR and People teams run a broad training and development programme
designed to ensure employees are supported and encouraged to
progress with learning and study opportunities.
· The
Workspace recruitment manager coordinates all activities to attract
talented employees.
|
Third party relationships
Poor performance from one of
Workspace's key contractors or third party partners could result in
an interruption to or reduction in the quality of our service
offering to customers or could lead to significant disruptions and
delays in any refurbishment or redevelopment projects.
RISK IMPACT
· Decline in customer confidence
· Increased project or operational costs
· Weaker cash flow
· Fall
in customer demand
· Reputational damage
|
· Workspace has in place a robust tender and selection process
for key contractors and partners. Contracts contain service level
agreements which are monitored regularly and actions are taken in
the case of underperformance.
· For
key services, Workspace maintains relationships with alternative
providers so that other solutions would be available if the main
contractor or third party was unable to continue providing their
services. Processes are in place for identifying key suppliers and
understanding any specific risks that require further
mitigation.
· Workspace is London Living Wage compliant for all service
providers since April 2022.
|
Regulatory
A failure to keep up to date and
plan for changing regulations in key areas such as health and
safety and sustainability could lead to fines or reputational
damage
RISK IMPACT
· Increased costs
· Reputational damage
|
· Health and safety is one of our primary concerns, with strong
leadership promoting a culture of awareness throughout the
business. We have well-developed policies and procedures in place
to help ensure that any workers, employees or visitors on site
comply with strict safety guidelines and we work with
well-respected suppliers who share our high-quality standards in
health and safety.
· Health and safety management systems are reviewed and updated
in line with changing regulations and regular audits are undertaken
to identify any potential improvements.
· Sustainability requirements have an increasing importance for
the Group, and it is a responsibility we take seriously. We have
committed to becoming a net zero carbon business and being climate
resilient. We undertake an annual review of all ESG regulation, our
policies and procedures to ensure compliance.
|
Climate change
Failure to recognise that climate
change presents a financial risk to our business alongside changes
to our customers' expectations could have a significant impact on
the business.
RISK IMPACT
· Loss
of rent roll
· Increased operating costs
· Negative impact on value
· Reduced occupancy levels
· Reputational damage
|
· Annual assessment of our climate risk exposure, using climate
modelling to inform our risk management plan.
· Ongoing review of control measures and their effectiveness by
our Risk Management Group and Environmental Sustainability
Committee.
· Active management of acute physical risks such as floods and
storms across the portfolio through emergency preparedness, site
maintenance surveys and business continuity planning.
· Delivery of an accelerated net zero carbon and EPC upgrade
plan across the portfolio to manage transition risk.
· Introduction of climate objectives linked with remuneration,
to incentivise focused action
· Long-term energy contracts in place to hedge price and
availability risk.
· Stretching carbon targets for our development projects to
minimise reliance on raw materials and exposure to increasing
offset costs
|
CONSOLIDATED INCOME
STATEMENT
FOR THE Six Months ENDED 30
September 2024
|
Notes
|
Unaudited 6 months
ended 30 September 2024
£m
|
Unaudited 6 months ended 30 September 2023
£m
|
Audited
Year
ended
31 March
2024 £m
|
Revenue
|
2
|
92.4
|
90.7
|
184.3
|
Direct
costs1
|
2
|
(31.9)
|
(29.7)
|
(58.1)
|
Net rental income
|
2
|
60.5
|
61.0
|
126.2
|
Administrative expenses
|
|
(12.4)
|
(11.6)
|
(25.3)
|
Trading profit
|
|
48.1
|
49.4
|
100.9
|
|
|
|
|
|
Loss on disposal of investment
properties
|
3(a)
|
(1.1)
|
(1.2)
|
(2.3)
|
Other expenses
|
3(b)
|
(1.1)
|
(0.4)
|
(1.2)
|
Change in fair value of investment
properties
|
9
|
(20.0)
|
(170.8)
|
(251.2)
|
Impairment of assets held for
sale
|
9
|
(0.3)
|
(6.6)
|
(4.1)
|
Operating profit/ (loss)
|
|
25.6
|
(129.6)
|
(157.9)
|
|
|
|
|
|
|
|
|
|
|
Finance costs
|
4
|
(15.4)
|
(18.3)
|
(34.9)
|
Profit/ (loss) before tax
|
|
10.2
|
(147.9)
|
(192.8)
|
Taxation
|
5
|
-
|
-
|
0.3
|
Profit/ (loss) for the period after tax
|
|
10.2
|
(147.9)
|
(192.5)
|
|
|
|
|
|
Basic earnings/ (loss) per
share
|
7
|
5.3p
|
(77.2p)
|
(100.4p)
|
Diluted earnings/ (loss) per
share
|
7
|
5.3p
|
(77.2p)
|
(100.4p)
|
1 Direct costs include impairment of receivables of
£0.7m (31 March 2024: £0.8m, 30
September 2023: £0.6m). See note 2 for
further information.
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR THE six months ENDED 30
September 2024
|
|
Unaudited 6 months ended 30
September 2024
£m
|
Unaudited 6 months ended 30 September 2023
£m
|
Audited
Year
ended
31 March
2024
£m
|
Profit/ (loss) for the
period
|
|
10.2
|
(147.9)
|
(192.5)
|
Other comprehensive
income:
|
|
|
|
|
Items that may be classified
subsequently to profit or loss:
|
|
|
|
|
Change in fair value of other
investments
|
|
-
|
-
|
1.1
|
Change in fair value of
derivative
|
|
(0.5)
|
-
|
0.2
|
Other comprehensive (loss)/ income
in the period
|
|
(0.5)
|
-
|
1.3
|
Total comprehensive income/ (loss)
for the period
|
|
9.7
|
(147.9)
|
(191.2)
|
CONSOLIDATED BALANCE
SHEET
AS AT 30 September 2024
|
Notes
|
Unaudited 30 September
2024
£m
|
Audited
31 March 2024
£m
|
Unaudited 30 September 2023
£m
|
Non-current assets
|
|
|
|
|
Investment properties
|
9
|
2,404.0
|
2,408.5
|
2,471.7
|
Intangible assets
|
|
2.2
|
2.2
|
2.1
|
Property, plant and
equipment
|
|
2.9
|
3.0
|
3.9
|
Other investments
|
|
3.2
|
3.2
|
2.1
|
Derivative financial
instruments
|
13(e)
|
-
|
0.2
|
-
|
Deferred tax
|
|
0.3
|
0.3
|
-
|
|
|
2,412.6
|
2,417.4
|
2,479.8
|
|
|
|
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
10
|
37.2
|
36.7
|
58.1
|
Assets held for sale
|
|
47.2
|
65.7
|
60.5
|
Cash and cash
equivalents
|
11
|
9.0
|
11.6
|
10.3
|
|
|
93.4
|
114.0
|
128.9
|
Total assets
|
|
2,506.0
|
2,531.4
|
2,608.7
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
12
|
(91.9)
|
(93.0)
|
(99.1)
|
Borrowings
|
13(a)
|
(79.9)
|
-
|
-
|
|
|
(171.8)
|
(93.0)
|
(99.1)
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Borrowings
|
13(a)
|
(775.5)
|
(854.8)
|
(867.3)
|
Lease obligations
|
14
|
(34.7)
|
(34.7)
|
(34.7)
|
Derivative financial
instruments
|
13(e)
|
(0.3)
|
-
|
-
|
|
|
(810.5)
|
(889.5)
|
(902.0)
|
Total liabilities
|
|
(982.3)
|
(982.5)
|
(1,001.1)
|
|
|
|
|
|
Net assets
|
|
1,523.7
|
1,548.9
|
1,607.6
|
|
|
|
|
|
Shareholders' equity
|
|
|
|
|
Share capital
|
16
|
192.1
|
191.9
|
191.9
|
Share premium
|
|
295.5
|
296.6
|
296.6
|
Investment in own
shares
|
|
(9.6)
|
(9.9)
|
(9.9)
|
Other reserves
|
|
91.0
|
93.0
|
89.8
|
Retained earnings
|
|
954.7
|
977.3
|
1,039.2
|
Total shareholders' equity
|
|
1,523.7
|
1,548.9
|
1,607.6
|
|
Consolidated Statement of Changes
in Equity
FOR THE period ENDED 30 September
2024
|
|
Attributable to owners of the Parent
|
|
Unaudited 6 months to
30
September 2024
|
Notes
|
Share
capital
£m
|
Share
premium
£m
|
Investment
in
own
shares
£m
|
Other
reserves
£m
|
Retained
earnings
£m
|
Total
Shareholders'
equity
£m
|
Balance at 1 April 2024
|
|
191.9
|
296.6
|
(9.9)
|
93.0
|
977.3
|
1,548.9
|
Profit for the period
|
|
-
|
-
|
-
|
-
|
10.2
|
10.2
|
Other comprehensive
income
|
|
-
|
-
|
-
|
(0.5)
|
-
|
(0.5)
|
Total comprehensive (loss)/
income
|
|
-
|
-
|
-
|
(0.5)
|
10.2
|
9.7
|
Transactions with
owners:
|
|
|
|
|
|
|
|
Dividends paid
|
6
|
-
|
-
|
-
|
-
|
(36.5)
|
(36.5)
|
Cost of shares awarded to
employees
|
|
-
|
-
|
0.3
|
-
|
-
|
0.3
|
Share based payments
|
|
0.2
|
(1.1)
|
-
|
(1.5)
|
3.7
|
1.3
|
Balance at 30 September 2024
|
|
192.1
|
295.5
|
(9.6)
|
91.0
|
954.7
|
1,523.7
|
Unaudited 6 months to
30
September 2023
|
|
|
|
|
|
|
|
Balance at 1 April 2023
|
|
191.6
|
295.5
|
(9.9)
|
91.0
|
1,219.5
|
1,787.7
|
Loss for the period
|
|
-
|
-
|
-
|
-
|
(147.9)
|
(147.9)
|
Other comprehensive
income
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Total comprehensive
loss
|
|
-
|
-
|
-
|
-
|
(147.9)
|
(147.9)
|
Transactions with
owners:
|
|
|
|
|
|
|
|
Dividends paid
|
6
|
-
|
-
|
-
|
-
|
(33.3)
|
(33.3)
|
Share based payments
|
|
0.3
|
1.1
|
-
|
(1.2)
|
0.9
|
1.1
|
Balance at 30 September 2023
|
|
191.9
|
296.6
|
(9.9)
|
89.8
|
1,039.2
|
1,607.6
|
|
Audited 12 months to
31
March 2024
|
|
|
|
|
|
|
|
Balance at 1 April 2023
|
|
191.6
|
295.5
|
(9.9)
|
91.0
|
1,219.5
|
1,787.7
|
Loss for the year
|
|
-
|
-
|
-
|
-
|
(192.5)
|
(192.5)
|
Other comprehensive
income
|
|
-
|
-
|
-
|
1.3
|
-
|
1.3
|
Total comprehensive income/
(loss)
|
|
-
|
-
|
-
|
1.3
|
(192.5)
|
(191.2)
|
Transactions with
owners:
|
|
|
|
|
|
|
|
Dividends paid
|
6
|
-
|
-
|
-
|
-
|
(50.6)
|
(50.6)
|
Share based payments
|
|
0.3
|
1.1
|
-
|
0.7
|
0.9
|
3.0
|
Balance at 31 March 2024
|
|
191.9
|
296.6
|
(9.9)
|
93.0
|
977.3
|
1,548.9
|
CONSOLIDATED STATEMENT OF CASH
FLOWS
FOR THE PERIOD 30 September
2024
|
Notes
|
Unaudited
6 month ended 30 September
2024
£m
|
Unaudited
6 months
ended 30 September 2023
£m
|
Audited
Year
ended
31
March
2024
£m
|
Cash flows from operating activities
|
|
|
|
|
Cash generated from
operations
|
15
|
43.4
|
26.7
|
87.7
|
Interest paid
|
|
(11.3)
|
(15.2)
|
(33.8)
|
Net cash inflow from operating
activities
|
|
32.1
|
11.5
|
53.9
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
Capital expenditure on investment
properties
|
|
(28.0)
|
(35.9)
|
(71.7)
|
Proceeds from government
grants
|
|
-
|
-
|
1.5
|
Proceeds from disposal of
investment properties (net of sales costs)
|
|
-
|
3.5
|
22.3
|
Proceeds from disposal of assets
held for sale (net of sale costs)
|
|
29.4
|
88.0
|
96.2
|
Purchase of intangible
assets
|
|
(0.5)
|
(0.4)
|
(0.8)
|
Purchase of property, plant and
equipment
|
|
(0.7)
|
(0.3)
|
(0.4)
|
Other expenses
|
|
-
|
(0.4)
|
(1.2)
|
Net cash inflow from investing
activities
|
|
0.2
|
54.5
|
45.9
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Finance costs of new/amended
borrowing facilities
|
|
-
|
-
|
(0.8)
|
Settlement of share
schemes
|
|
(0.4)
|
(0.2)
|
-
|
Proceeds from disposal of own
shares
|
|
0.3
|
-
|
-
|
Repayment of bank
borrowings
|
|
(89.2)
|
(134.5)
|
(211.0)
|
Draw down of bank
borrowings
|
|
89.0
|
92.0
|
156.0
|
Dividends paid
|
6
|
(34.6)
|
(31.5)
|
(50.7)
|
Net cash outflow from financing
activities
|
|
(34.9)
|
(74.2)
|
(106.7)
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
(2.6)
|
(8.2)
|
(6.9)
|
|
|
|
|
|
Cash and cash equivalents at start
of period
|
11
|
11.6
|
18.5
|
18.5
|
Cash and cash equivalents at end of period
|
11
|
9.0
|
10.3
|
11.6
|
NOTES TO THE FINANCIAL
STATEMENTS
FOR THE period ENDED 30 September
2024
1. Accounting policies
Basis of preparation
The half year report has been
prepared in accordance with the Disclosure and Transparency Rules
and with IAS 34 'Interim Financial Reporting' as adopted for use in
the UK. The half year report should be read in conjunction with the
annual financial statements for the year ended 31 March 2024, which
have been prepared in accordance with UK adopted international
accounting standards.
The condensed consolidated
financial statements in the half year report, presented in
Sterling, are unaudited and do not constitute statutory accounts
within the meaning of Section 434 of the Companies Act 2006. The
Annual Report and Accounts for the year to 31 March 2024, were
prepared and approved by the Directors on a going concern basis, in
accordance with UK adopted international accounting standards
("IFRS"). A copy of the statutory accounts for the year ended 31
March 2024 has been delivered to the Registrar of Companies. The
Company elected to prepare its Parent Company financial statements
in accordance with FRS 101. The auditor's opinion on those accounts
was unqualified, did not contain an emphasis of matter paragraph
and did not contain any statement made under Section 498 of the
Companies Act 2006.
There have been no changes in
estimates of amounts reported in prior periods which have a
material impact on the current half year period.
As with most other UK property
companies and REITs, the Group presents many of its financial
measures in accordance with the guidance criteria issued by the
European Public Real Estate Association ('EPRA'). These measures,
which provide consistency across the sector, are all derived from
the IFRS figures in notes 7 and 8.
Going concern
The Directors are required to
assess the appropriateness of applying the going concern basis in
the preparation of the financial statements. The current
macro-economic environment and geopolitical issues heighten
concerns around the UK economy and increase the risk of an economic
downturn. In this context, the Directors have fully considered the
business activities and principal risks of the Company.
In preparing the assessment of
going concern, the Board has reviewed a number of different
scenarios over the 12 month period from the date of signing of
these financial statements. These scenarios include a severe, but
realistically possible, scenario which includes the following key
assumptions:
· A
reduction in occupancy, reflecting weaker customer demand for
office space.
· A
reduction in the pricing of new lettings, resulting in a reduction
in average rent per sq. ft.
· Elevated levels of counterparty risk, with bad debt
significantly higher than pre-pandemic levels.
· Continued elevated levels of cost inflation.
· Interest rates remaining at current levels, impacting the
cost of variable rate borrowings.
· Estimated rental value reduction in-line with the decline in
average rent per sq. ft. and outward movement in investment yields
resulting in a lower property valuation.
The appropriateness of the going
concern basis is reliant on the continued availability of
borrowings, sufficient liquidity and compliance with loan
covenants. All borrowings require compliance with LTV and Interest
Cover covenants. As at the tightest test date in the scenarios
modelled, the Group could withstand a reduction in Net Rental
Income of 39% compared to the September 2024 Net Rental Income and
a fall in the asset valuation of 40% compared to 30
September 2024 before these
covenants are breached, assuming no mitigating actions are
taken.
As at 30 September 2024, the
Company had significant headroom with £144m of cash and undrawn
facilities. The majority of the Group's debt is long-term
fixed-rate committed facilities comprising a £300m Green Bond,
£300m of private placement notes, and a £65m secured loan facility.
Shorter term liquidity and flexibility is provided by floating rate
sustainability-linked revolving credit facilities (RCFs) totalling
£335m, with £135m due in April 2026 and £200m due in December 2026.
The £200m RCF also has the option to increase the facility amount
by up to £100m, subject to lender consent.
Following the period end, the terms
of the £135m RCF have been amended to extend the maturity to 30
November 2028, with options to extend by up to a further two years
and an option to increase the facility amount to £255m, subject to
lender consent. In addition, an additional £80m term loan facility
has been agreed with an initial maturity of November 2026 and
options to extend by up to two further years, subject to lender
consent.
For the full period of assessment
under the scenario tested, the Group maintains sufficient liquidity
and loan covenant headroom.
Consequently, the Directors have a
reasonable expectation that the Group and Company will have
sufficient funds to continue to meet its liabilities as they fall
due for at least 12 months from the date of approval of the
consolidated set of financial statements and therefore the
financial statements have been prepared on a going concern
basis.
This report was approved by the
Board on 21 November
2024.
Change in accounting policies
The accounting policies adopted
are consistent with those of the annual financial statements for
the year ended 31 March 2024, with the exception of the following
standards, amendments and interpretations endorsed by the UK which
were effective for the first time for the Group's current accounting period and had no material impact
on the financial statements.
· Amendments to IFRS 16 Leases: Lease Liability in a Sale and
Leaseback;
· Amendments to IAS 1: Classification of Liabilities as Current
or Non-current.
Standards in issue but not yet effective
The following standards,
amendments and interpretations were in issue at the date of
approval of these financial statements but were not yet effective
for the current accounting period and have not been adopted early.
Based on the Group's current circumstances,
the Directors do not anticipate that their
adoption in future periods will have a material impact on the
financial statements of the Group.
· Amendments to the Classification and Measurement of Financial
Instruments - Amendments to IFRS 9 and IFRS 7
· IFRS
18 Presentation and Disclosure in Financial Statements
· IFRS
19 Subsidiaries without Public Accountability:
Disclosures
2. Analysis of net rental
income
|
Unaudited 6 months ended 30
September 2024
|
Unaudited 6 months ended 30 September 2023
|
|
Revenue
£m
|
Direct
costs1
£m
|
Net rental
income
£m
|
Revenue
£m
|
Direct
costs
£m
|
Net
rental income
£m
|
Rental income
|
72.9
|
(3.9)
|
69.0
|
71.8
|
(2.8)
|
69.0
|
Service charges
|
16.0
|
(19.1)
|
(3.1)
|
15.9
|
(18.7)
|
(2.8)
|
Empty rates and other
non-recoverable costs
|
-
|
(5.4)
|
(5.4)
|
-
|
(5.5)
|
(5.5)
|
Services, fees, commissions and
sundry income
|
3.5
|
(3.5)
|
-
|
3.0
|
(2.7)
|
0.3
|
|
92.4
|
(31.9)
|
60.5
|
90.7
|
(29.7)
|
61.0
|
|
|
Audited
Year ended 31 March 2024
|
|
|
|
|
Revenue
£m
|
Direct
costs1
£m
|
Net
rental
income
£m
|
Rental income
|
|
|
|
145.0
|
(4.9)
|
140.1
|
Service charges
|
|
|
|
32.6
|
(37.5)
|
(4.9)
|
Empty rates and other
non-recoverable costs
|
|
|
|
-
|
(10.2)
|
(10.2)
|
Services, fees, commissions and
sundry income
|
|
|
|
6.7
|
(5.5)
|
1.2
|
|
|
|
|
184.3
|
(58.1)
|
126.2
|
1There are two properties within the current period (30
September 2023: two; 31 March 2024: two) that are non-rent
producing
A charge of £0.7m (31 March 2024: £0.8m, 30
September 2023: £0.6m) for expected credit losses in respect of
receivables from customers is recognised in direct costs of rental
income in the period.
All of the properties within the
portfolio are geographically close to each other and have similar
economic features and risks. Management information utilised by the
Executive Committee to monitor and assess performance is reviewed
as one portfolio. As a result, management have determined that the
Group operates a single operating segment of providing business
space for rent in and around London.
3(a). Loss on disposal of
investment properties
|
Unaudited 6 months ended 30
September 2024
£m
|
Unaudited 6 months ended 30 September 2023
£m
|
Audited
Year
ended
31
March
2024
£m
|
Proceeds from sale of investment
properties (net of sale costs)
|
-
|
3.4
|
12.3
|
Proceeds from sale of assets held
for sale (net of sale costs)
|
29.4
|
88.1
|
96.2
|
Book value at time of
sale
|
(30.5)
|
(92.7)
|
(110.8)
|
Loss on disposal
|
(1.1)
|
(1.2)
|
(2.3)
|
|
|
|
|
3(b). Other
income/(expenses)
|
Unaudited 6 months ended 30
September 2024
£m
|
Unaudited 6 months ended 30 September 2023
£m
|
Audited
Year
ended
31
March
2024
£m
|
Change in fair value of deferred
consideration
|
-
|
0.1
|
-
|
Other expenses
|
(1.1)
|
(0.5)
|
(1.2)
|
|
(1.1)
|
(0.4)
|
(1.2)
|
The change in fair value of
deferred consideration (cash and overage) of £nil from the sale of
investment properties has been revalued by CBRE Limited at 30
September 2024 (31 March 2024: £nil; 30 September 2023: £0.1m
increase).
Other expenses include one-off
costs relating to the replacement of our finance and property and
CRM systems. These costs are outside the Group's normal trading
activities.
4. Finance costs
|
Unaudited 6 months ended 30
September 2024
£m
|
Unaudited 6 months ended 30 September 2023
£m
|
Audited
Year
ended
31
March
2024
£m
|
Interest payable on bank loans and
overdrafts
|
(6.4)
|
(7.7)
|
(15.0)
|
Interest payable on other
borrowings
|
(9.7)
|
(9.7)
|
(19.3)
|
Amortisation of issue costs of
borrowings
|
(0.8)
|
(0.9)
|
(1.7)
|
Interest on lease
liabilities
|
(0.9)
|
(0.9)
|
(2.1)
|
Interest capitalised on property
refurbishments (note 9)
|
2.3
|
0.8
|
3.0
|
Interest receivable
|
0.1
|
0.1
|
0.2
|
Total finance costs
|
(15.4)
|
(18.3)
|
(34.9)
|
All finance costs have been
calculated in accordance with IFRS 9, re-estimating the cash flows
based on the original effective interest rate with the adjustment
being taken through profit and loss.
5. Taxation
|
Unaudited 6 months ended 30
September 2024
£m
|
Unaudited 6 months ended 30 September 2023
£m
|
Audited
Year
ended
31
March
2024
£m
|
Current tax:
|
|
|
|
UK corporation tax
|
-
|
-
|
-
|
Deferred tax:
|
|
|
|
On origination and reversal of
temporary differences
|
-
|
-
|
(0.3)
|
|
|
|
(0.3)
|
Total taxation charge
|
-
|
-
|
(0.3)
|
The Group is a Real Estate
Investment Trust (REIT). The Group's UK property rental business
(both income and capital gains) is exempt from tax. The Group's
other income is subject to corporation tax. No tax charge has
arisen on this other income for the half year (31 March 2024:
(£0.3m), 30 September 2023: £nil).
6. Dividends
Ordinary dividends paid
|
Payment
date
|
Per
share
|
Unaudited 6 months
ended
30
September
2024
£m
|
Unaudited 6 months ended 30 September 2023
£m
|
Audited
Year
ended
31
March
2024
£m
|
For the year ended 31 March
2023:
|
|
|
|
|
|
Final dividend
|
August
2023
|
17.4p
|
|
33.3
|
33.3
|
For the year ended 31 March
2024:
|
|
|
|
|
|
Interim dividend
|
February
2024
|
9.0p
|
-
|
-
|
17.3
|
Final dividend
|
August
2024
|
19.0p
|
36.5
|
-
|
-
|
|
|
|
|
|
|
Dividends for the
period
|
|
|
36.5
|
33.3
|
50.6
|
Timing difference on payment of
withholding tax
|
|
|
(1.9)
|
(1.8)
|
0.1
|
Dividends cash paid
|
|
|
34.6
|
31.5
|
50.7
|
The Directors are proposing an
interim dividend in respect of the financial year ending 31 March
2025 of 9.4 pence per ordinary share which
will absorb an estimated £18.1m of revenue reserves and cash. The
dividend will be paid on 3 February 2025 to shareholders who are on
the register of members on 10 January 2025. The dividend will be
paid as a normal dividend (not a REIT Property Income
Distribution), net of withholding tax where appropriate.
7. Earnings per share
Earnings used for calculating earnings per
share:
|
Unaudited 6 months ended 30
September 2024
£m
|
Unaudited 6 months ended 30 September 2023
£m
|
Audited
Year
ended 31 March
2024
£m
|
Basic and diluted
earnings
|
10.2
|
(147.9)
|
(192.5)
|
Change in fair value of investment
properties
|
20.0
|
170.8
|
251.2
|
Impairment of assets held for
sale
|
0.3
|
6.6
|
4.1
|
Loss on disposal of investment
properties
|
1.1
|
1.2
|
2.3
|
EPRA earnings
|
31.6
|
30.7
|
65.1
|
Adjustment for non-trading
items:
|
|
|
|
Other expenses (note
3(b))
|
1.1
|
0.4
|
1.2
|
Taxation
|
-
|
-
|
(0.3)
|
Adjusted trading profit after
interest
|
32.7
|
31.1
|
66.0
|
Earnings have been adjusted to
derive an earnings per share measure as defined by the European
Public Real Estate Association (EPRA) and an adjusted underlying
earnings per share measure.
Number of shares used for calculating earnings per
share:
|
Unaudited 6 months ended 30
September 2024
|
Unaudited 6 months ended 30 September
2023
|
Audited
Year ended 31 March
2024
|
Weighted average number of shares
(excluding own shares held in trust)
|
191,908,584
|
191,594,236
|
191,676,994
|
Dilution due to share option
schemes
|
1,539,059
|
1,177,892
|
1,537,856
|
Weighted average number of shares
for diluted earnings per share
|
193,447,643
|
192,772,128
|
193,214,850
|
|
Unaudited 6 months
ended
30 September
2024
|
Unaudited 6 months ended
30
September 2023
|
Audited
Year ended
31
March
2024
|
Basic earnings/ (loss) per
share
|
5.3p
|
(77.2p)
|
(100.4p)
|
Diluted earnings/ (loss) per
share
|
5.3p
|
(77.2p)
|
(100.4p)
|
EPRA earnings per share
|
16.3p
|
16.0p
|
34.0p
|
Adjusted underlying earnings per
share1
|
16.9p
|
16.1p
|
34.1p
|
1 Adjusted underlying earnings per share is calculated by
dividing adjusted trading profit after interest by the diluted
weighted average number of shares of 193,447,643 (31 March 2024:
193,214,850, 30 September 2023: 192,772,128).
For the prior periods, the diluted
loss per share has been restricted to a loss of 100.4p per share at
31 March 2024 and 77.2p per share for 30 September 2023, as the
loss per share cannot be reduced by dilution in accordance with IAS
33 Earnings per Share.
8. Net assets per share
Number of shares used for
calculating net assets per share:
|
Unaudited 30
September
2024
|
Audited
31 March
2024
|
Unaudited 30 September
2023
|
|
|
|
|
Shares in issue at
period-end
|
192,143,004
|
191,910,392
|
191,897,854
|
Less own shares held in trust at
period-end
|
(57,289)
|
(139,649)
|
(135,461)
|
Number of shares for calculating
basic net assets per share
|
192,085,715
|
191,770,743
|
191,762,393
|
Dilution due to share option
schemes
|
1,681,592
|
1,637,759
|
1,269,278
|
Number of shares for calculating
diluted net assets per share
|
193,767,307
|
193,408,502
|
193,031,671
|
EPRA Net Asset Value Metrics
|
Unaudited 30 September
2024
|
Audited
31 March 2024
|
|
EPRA NRV
£m
|
EPRA
NTA
£m
|
EPRA NDV
£m
|
EPRA NRV
£m
|
EPRA
NTA
£m
|
EPRA
NDV
£m
|
IFRS Equity attributable to shareholders
|
1,523.7
|
1,523.7
|
1,523.7
|
1,548.9
|
1,548.9
|
1,548.9
|
Fair value of derivative financial
instruments
|
0.3
|
0.3
|
-
|
(0.2)
|
(0.2)
|
-
|
Intangibles per IFRS balance
sheet
|
-
|
(2.2)
|
-
|
-
|
(2.2)
|
-
|
Excess of book value of debt over
fair value
|
-
|
-
|
47.7
|
-
|
-
|
59.3
|
Purchasers'
costs1
|
164.7
|
-
|
-
|
166.4
|
-
|
-
|
EPRA measure
|
1,688.7
|
1,521.8
|
1,571.4
|
1,715.1
|
1,546.5
|
1,608.2
|
Number of shares for calculating
diluted net assets per share (millions)
|
193.8
|
193.8
|
193.8
|
193.4
|
193.4
|
193.4
|
EPRA measure per share
|
£8.72
|
£7.85
|
£8.11
|
£8.87
|
£8.00
|
£8.32
|
|
|
Unaudited 30 September 2023
|
|
|
|
|
EPRA
NRV
£m
|
EPRA NTA
£m
|
EPRA
NDV
£m
|
IFRS Equity attributable to shareholders
|
|
|
|
1,607.6
|
1,607.6
|
1,607.6
|
Intangibles per IFRS balance
sheet
|
|
|
|
-
|
(2.1)
|
-
|
Excess of fair value of debt over
book value
|
|
|
|
-
|
-
|
103.1
|
Purchasers'
costs1
|
|
|
|
170.4
|
-
|
-
|
EPRA measure
|
|
|
|
1,778.0
|
1,605.5
|
1,710.7
|
Number of shares for calculating
diluted net assets per share (millions)
|
|
|
|
193.0
|
193.0
|
193.0
|
EPRA measure per share
|
|
|
|
£9.21
|
£8.32
|
£8.87
|
1 EPRA NTA and EPRA NDV reflect IFRS values which are net of
purchasers' costs. Purchasers' costs are added back when
calculating EPRA NRV.
Total Accounting Return
Total Accounting Return
|
Unaudited 30
September
2024
|
Audited
31 March
2024
|
Unaudited 30 September
2023
|
Opening EPRA net tangible assets
per share (A)
|
8.00
|
9.27
|
9.27
|
Closing EPRA net tangible assets
per share
|
7.85
|
8.00
|
8.32
|
Decrease in EPRA net tangible
assets per share
|
(0.15)
|
(1.27)
|
(0.95)
|
Ordinary dividends paid in the
period
|
0.19
|
0.26
|
0.17
|
Total return (B)
|
0.04
|
(1.01)
|
(0.78)
|
Total accounting return
(B/A)
|
0.5%
|
(10.9%)
|
(8.4%)
|
The total accounting return for the
period comprises the reduction in absolute EPRA net tangible assets
per share plus dividends paid in the period as a percentage of the
opening EPRA net tangible assets per share.
9. Investment Properties
|
Unaudited 30 September
2024
£m
|
Audited
31 March 2024
£m
|
Unaudited 30 September 2023
£m
|
Balance at 1 April
|
2,408.5
|
2,643.3
|
2,643.3
|
Capital expenditure
|
23.7
|
68.4
|
33.5
|
Capitalised interest on
refurbishments (note 4)
|
2.3
|
3.0
|
0.8
|
Disposals during the
period
|
-
|
(12.5)
|
(3.6)
|
Change in fair value of investment
properties
|
(20.0)
|
(251.2)
|
(170.8)
|
Disposed properties tenant
incentives recognised in advance under IFRS 16
|
0.2
|
1.4
|
1.4
|
Less: Classified as assets held
for sale
|
(10.7)
|
(43.9)
|
(32.9)
|
Total investment
properties
|
2,404.0
|
2,408.5
|
2,471.7
|
Investment properties represent a
single class of property being business premises for rent in and
around London.
Capitalised interest is included at
a rate of capitalisation of 6.9% (31 March
2024: 6.8%, 30 September 2023: 6.6%). The total amount of
capitalised interest included in investment properties is £20.4m
(31 March 2024: £18.1m, 30 September 2023:
£15.9m).
The change in fair value of
investment properties is recognised in the consolidated income
statement.
Five of the properties classified
as held for sale at the end of the prior year were not sold during
the half-year. Four of these are retained within current assets as
they are still expected to sell within the next 12 months of 30
September 2024 and have been subject to an impairment charge of
£0.3m following the valuation carried out at 30 September 2024. One
(31 March 2024: six, 30 September 2023: six) additional property
was reclassified as held for sale at 30 September 2024.
Valuation
The Group's investment properties
are held at fair value and were revalued at 30 September 2024 by
the external valuer, CBRE Limited, for the properties held
throughout the period. They are independent qualified valuers in
accordance with the Royal Institution of Chartered Surveyors
Valuation - Global Standards. All the properties are revalued at
period end regardless of the date of acquisition. In line with IFRS
13, all investment properties are valued on the basis of their
highest and best use.
The valuation of like-for-like
properties (which are not subject to refurbishment or
redevelopment) and completed projects are based on the income
capitalisation method which applies market-based yields to the
Estimated Rental Values (ERVs) of each of the properties. Yields
are based on current market expectations depending on the location
and use of the property. ERVs are based on estimated rental
potential considering current rental streams and market
comparatives whilst also considering the occupancy and timing of
rent reviews at each property. Although occupancy and rent review
timings are known, and there is market evidence for transaction
prices for similar properties, there is still a significant element
of estimation and judgement in estimating ERVs. As a result of
adjustments made to market observable data, the significant inputs
are deemed unobservable under IFRS 13.
When valuing properties being
refurbished, the residual value method is used. The completed value
of the refurbishment is determined as for like-for-like properties
above. Capital expenditure required to complete the building is
then deducted and a discount factor is applied to reflect the time
period to complete construction and allowance made for construction
and market risk to arrive at the residual value of the
property.
The discount factor used is the
property yield that is also applied to the ERV to determine the
value of the completed building. Other risks such as unexpected
time delays relating to planned capital expenditure are assessed on
a project-by-project basis, looking at market comparable data where
possible and the complexity of the proposed scheme.
Redevelopment properties are also
valued using the residual value method. The completed proposed
redevelopment which would be undertaken by a residential developer
is valued based on the market value for similar sites and then
adjusted for costs to complete, developer's profit margin and a
time discount factor. Allowance is also made for planning and
construction risk depending on the stage of the redevelopment. If a
contract is agreed for the sale/redevelopment of the site, the
property is valued based on agreed consideration.
For all methods the valuers are
provided with information on tenure, letting, town planning and the
repair of the buildings and sites.
The reconciliation of the valuation
report total to the amount shown in the consolidated balance sheet
as investment properties, is as follows:
|
Unaudited 30 September
2024
£m
|
Audited
31 March
2024
£m
|
Unaudited 30 September
2023
£m
|
Total per CBRE valuation
report
|
2,422.8
|
2,446.5
|
2,505.2
|
Deferred consideration on sale of
property
|
(0.6)
|
(0.6)
|
(0.6)
|
Head lease obligations
|
34.7
|
34.7
|
34.7
|
Less: reclassified as held for
sale
|
(47.2)
|
(65.7)
|
(60.5)
|
Less: tenant incentives recognised
in advance under IFRS 16
|
(5.7)
|
(6.4)
|
(7.1)
|
Total investment properties per
balance sheet
|
2,404.0
|
2,408.5
|
2,471.7
|
The Group's Investment properties
are carried at fair value and under IFRS 13 are required to be
analysed by level depending on the valuation method adopted. The
different valuation methods are as follows:
Level 1 - Quoted
prices (unadjusted) in active markets for identical assets or
liabilities that the entity can access at the measurement
date.
Level 2 - Use of
a model with inputs (other than quoted prices included in Level 1)
that are directly or indirectly observable market data.
Level 3 - Use of
a model with inputs that are not based on observable market
data.
Property valuations are complex and
involve data which is not publicly available and involves a degree
of judgement. All the investment properties are classified as Level
3, due to the fact that one or more significant inputs to the
valuation are not based on observable market data. If the degree of
subjectivity or nature of the measurement inputs changes then there
could be a transfer between Levels 2 and 3 of classification. No
changes requiring a transfer have occurred during the current or
previous years.
CBRE have made enquiries to
ascertain any sustainability factors which are likely to impact on
value, consistent with the scope of their terms of engagement.
Sustainability encompasses a wide range of physical, social,
environmental, and economic factors that can affect the value of an
asset, even if not explicitly recognised. This includes key
environmental risks; such as flooding, energy efficiency, climate,
design, legislation and management considerations - as well as
current and historic land use. Where CBRE recognise the value
impacts of sustainability, they reflect their understanding of how
market participants include sustainability factors in their
decisions and the consequential impact on market
valuations.
The following table summarises the
valuation techniques and inputs used in the determination of the
property valuation at 30 September 2024.
Key unobservable inputs:
|
|
|
ERVs -
per sq. ft.
|
Equivalent yields
|
Property category
|
Valuation
£m
|
Valuation
technique
|
Range
|
Weighted
average
|
Range
|
Weighted
average
|
Like-for-like
|
1,800.4
|
1
|
£24 -
£83
|
£51
|
5.8% -
8.6%
|
7.1%
|
Completed projects
|
138.0
|
1
|
£25 -
£54
|
£34
|
6.7% -
8.4%
|
7.4%
|
Refurbishments /
Redevelopments
|
358.3
|
2
|
£17 -
£75
|
£35
|
5.2% -
9.9%
|
7.2%
|
South East Offices
|
78.3
|
1
|
£25 -
£40
|
£30
|
8.4% -
12.4%
|
10.8%
|
Head leases
|
34.7
|
N/A
|
|
|
|
|
IFRS 16 adjustment
|
(5.7)
|
N/A
|
|
|
|
|
Total
|
2,404.0
|
|
|
|
|
|
1 = Income capitalisation
method.
2 = Residual value
method.
Developer's profit is a key
unobservable input for properties that are valued using the
residual value method. The range is 10%-16% with a weighted average
of 14%.
Costs to complete is a key
unobservable input for properties that are valued using the
residual value method. The range is £225-£389 per sq. ft. and a
weighted average of £328 per sq. ft.
The following table summarises the
valuation techniques and inputs used in the determination of the
property valuation at 31 March 2024.
Key unobservable inputs:
|
|
|
ERVs -
per sq. ft.
|
Equivalent yields
|
Property category
|
Valuation
£m
|
Valuation
technique
|
Range
|
Weighted
average
|
Range
|
Weighted
average
|
Like-for-like
|
1,833.2
|
1
|
£24 -
£81
|
£49
|
4.9% -
8.4%
|
7.0%
|
Completed projects
|
137.4
|
1
|
£25 -
£53
|
£35
|
6.6% -
7.2%
|
7.3%
|
Refurbishments
|
318.5
|
2
|
£24 -
£75
|
£38
|
5.0% -
9.9%
|
7.3%
|
Redevelopments
|
18.9
|
2
|
£18 -
£30
|
£19
|
4.8% -
8.7%
|
7.4%
|
South East Offices
|
72.2
|
1
|
£25 -
£40
|
£30
|
8.0% -
11.4%
|
10.4%
|
Head leases
|
34.7
|
N/A
|
|
|
|
|
IFRS 16 adjustment
|
(6.4)
|
N/A
|
|
|
|
|
Total
|
2,408.5
|
|
|
|
|
|
A key unobservable input for
redevelopments at planning stage and refurbishments is developer's
profit. The range is 10%-19% with a weighted average of
15%.
Costs to complete is a key
unobservable input for redevelopments at planning stage with a
range of £273-£416 per sq. ft. and a weighted average of £325 per
sq. ft.
Costs to complete are not
considered to be a significant unobservable input for
refurbishments due to the high percentage of costs that are
fixed.
The following table summarises the
valuation techniques and inputs used in the determination of the
property valuation at 30 September 2023.
Key unobservable inputs:
|
|
|
ERVs -
per sq. ft.
|
Equivalent yields
|
Property category
|
Valuation
£m
|
Valuation
technique
|
Range
|
Weighted
average
|
Range
|
Weighted
average
|
Like-for-like
|
1,880.9
|
1
|
£20 -
£79
|
£48
|
5.0% -
8.2%
|
6.7%
|
Completed projects
|
177.3
|
1
|
£24 -
£53
|
£31
|
5.9% -
7.0%
|
6.9%
|
Refurbishments
|
289.9
|
2
|
£24 -
£56
|
£37
|
4.8% -
9.8%
|
7.0%
|
Redevelopments
|
19.7
|
2
|
£12 -
£17
|
£15
|
5.0% -
9.9%
|
7.1%
|
South East Offices
|
76.3
|
1
|
£25 -
£35
|
£29
|
7.3% -
11.6%
|
9.9%
|
Head leases
|
34.7
|
N/A
|
|
|
|
|
IFRS 16 adjustment
|
(7.1)
|
N/A
|
|
|
|
|
Total
|
2,471.7
|
|
|
|
|
|
1 = Income capitalisation
method.
2 = Residual value
method.
Developer's profit is a key
unobservable input for properties that are valued using the
residual value method. The range is 10%-19% with a weighted average
of 14%.
Costs to complete is a key
unobservable input for properties that are valued using the
residual value method. The range of £222-£425 per sq. ft. and a
weighted average of £270 per sq. ft.
10. Trade and other
receivables
Current trade and other receivables
|
Unaudited 30 September
2024
£m
|
Audited
31 March
2024
£m
|
Unaudited 30 September 2023
£m
|
Trade receivables
|
17.8
|
18.7
|
20.3
|
Prepayments, other receivables and
accrued income
|
18.3
|
16.9
|
26.5
|
Deferred consideration on sale of
investment properties
|
1.1
|
1.1
|
11.3
|
|
37.2
|
36.7
|
58.1
|
Included within trade receivables
is the provision for impairment of receivables of £4.5m (31 March
2024: £3.9m, 30 September 2023: £4.3m).
The deferred consideration arising
on the sale of investment properties relates to cash and overage.
The overage has been fair valued by CBRE Limited on the basis of
residual value, using appropriate discount rates, and will be
revalued on a regular basis. This is a Level 3 valuation of a
financial asset, as defined by IFRS 13. The change in fair value
recorded in the Consolidated income statement was £nil (31 March
2024: £nil, 30 September 2023: £0.1m) (note 3(b)).
Receivables at fair value:
Included within deferred
consideration on sale of investment properties is £0.6m (31 March
2024: £0.6m, 30 September 2023: £0.6m) of overage or cash which is
held at fair value through profit and loss.
Receivables at amortised cost:
The remaining receivables are held
at amortised cost. There is no material difference between the
above amounts and their fair values due to the short-term nature of
the receivables. All the Group's trade and other receivables are
denominated in Sterling.
11. Cash and cash
equivalents
|
Unaudited 30 September
2024
£m
|
Audited
31 March
2024
£m
|
Unaudited 30 September 2023
£m
|
Cash at bank and in
hand
|
2.5
|
4.1
|
4.0
|
Restricted cash
|
6.5
|
7.5
|
6.3
|
|
9.0
|
11.6
|
10.3
|
£6.2m (31 March 2024: £6.7m; 30
September 2023: £6.2m) of the restricted cash relates to tenants'
deposit deeds which represent returnable cash security deposits
received from tenants which are held in ring-fenced bank accounts
in accordance with the terms of the individual lease contracts. The
remaining balance relates to restricted cash under terms of
development projects funding.
12. Trade and other
payables
|
Unaudited 30 September
2024
£m
|
Audited
31 March
2024
£m
|
Unaudited 30 September 2023
£m
|
Trade payables
|
7.9
|
7.4
|
13.6
|
Other tax and social security
payable
|
6.7
|
4.8
|
6.8
|
Tenants' deposit deeds
|
8.1
|
8.2
|
6.3
|
Tenants' deposits
|
31.7
|
32.0
|
31.3
|
Accrued expenses
|
25.7
|
28.5
|
28.0
|
Deferred income - rent and service
charges
|
11.8
|
12.1
|
13.1
|
|
91.9
|
93.0
|
99.1
|
There is no material difference
between the above amounts and their fair values due to the
short-term nature of the payables.
13. Borrowings
(a) Balances
|
Unaudited 30 September
2024
£m
|
Audited
31 March
2024
£m
|
Unaudited
30 September 2023
£m
|
Current
|
|
|
|
3.07% Senior Notes 2025
(unsecured)
|
79.9
|
-
|
-
|
Non-current
|
|
|
|
Bank loans (unsecured)
|
192.6
|
192.3
|
205.1
|
Other loans (secured)
|
64.2
|
64.1
|
64.0
|
3.07% Senior Notes 2025
(unsecured)
|
-
|
79.9
|
79.9
|
3.19% Senior Notes 2027
(unsecured)
|
119.9
|
119.9
|
119.8
|
3.6% Senior Notes 2029
(unsecured)
|
99.9
|
99.9
|
99.9
|
Green Bond (unsecured)
|
298.9
|
298.7
|
298.6
|
|
855.4
|
854.8
|
867.3
|
(b) Net Debt
|
Unaudited 30 September
2024
£m
|
Audited
31 March
2024
£m
|
Unaudited 30 September 2023
£m
|
Borrowings per (a)
above
|
855.4
|
854.8
|
867.3
|
Adjust for:
|
|
|
|
Cost of raising finance
|
3.4
|
4.2
|
4.2
|
|
858.8
|
859.0
|
871.5
|
Cash at bank and in hand (note
11)
|
(2.5)
|
(4.1)
|
(4.0)
|
Net Debt
|
856.3
|
854.9
|
867.5
|
At 30 September 2024, the Group had
£141.2m (31 March 2024: £141.0m, 30 September 2023: £129.0m) of
undrawn bank facilities, a £2.0m overdraft facility (31 March 2024:
£2.0m, 30 September 2023: £2.0m) and £2.5m of unrestricted cash (31
March 2024: £4.1m, 30 September 2023: £4.0m).
Net debt represents borrowing
facilities drawn, less cash at bank and in hand. It excludes lease
obligations and any cost of raising finance as they have no future
cash flows.
The Group has a loan to value
covenant applicable to the Bank Loans and Senior Debt Borrowings of
60%, Green Bond of 65% and Aviva Loan of 55%. Loan to value at 30
September 2024 was 35% (31 March 2024: 35%,
30 September 2023: 34%).
The Group also has an interest
cover covenant of 2.0x applicable to the Bank Loan and Senior Debt
Borrowings, 1.75x applicable for the Green Bond and 2.25x
applicable for the Aviva Loan. This is calculated as net rental
income divided by interest payable on loans and other borrowings.
At 30 September 2024 interest cover was 3.8x (31 March 2024:
3.7x, 30 September 2023:
3.5x).
(c) Maturity
|
Unaudited
30 September
2024
£m
|
Audited
31
March
2024
£m
|
Unaudited
30
September
2023
£m
|
Repayable within one
year
|
80.0
|
-
|
-
|
Repayable between one and two
years
|
30.0
|
80.0
|
157.5
|
Repayable between two and three
years
|
283.8
|
194.0
|
129.0
|
Repayable between three years and
four years
|
300.0
|
420.0
|
120.0
|
Repayable between four years and
five years
|
100.0
|
100.0
|
300.0
|
Repayable in five years or
more
|
65.0
|
65.0
|
165.0
|
|
858.8
|
859.0
|
871.5
|
Cost of raising finance
|
(3.4)
|
(4.2)
|
(4.2)
|
|
855.4
|
854.8
|
867.3
|
(d) Interest rate and repayment
profile
|
Principal at
period
end
£m
|
Interest
rate
|
Interest
payable
|
Repayable
|
Current
|
|
|
|
|
Bank overdraft due within one year
or on demand
|
-
|
Base +
2.25%
|
Variable
|
On
demand
|
Non-current
|
|
|
|
|
Private Placement
Notes:
|
|
|
|
|
3.07% Senior Notes
|
80.0
|
3.07%
|
Half
Yearly
|
August
2025
|
3.19% Senior Notes
|
120.0
|
3.19%
|
Half
Yearly
|
August
2027
|
3.6% Senior Notes
|
100.0
|
3.60%
|
Half
Yearly
|
January
2029
|
Bank Loan
|
163.8
|
SONIA +
1.77%1
|
Monthly
|
December
2026
|
Bank Loan
|
30.0
|
SONIA +
1.77%1
|
Monthly
|
April
2026
|
Other Loan (secured)
|
65.0
|
4.02%
|
Quarterly
|
May
2030
|
Green Bond
|
300.0
|
2.25%
|
Yearly
|
March
2028
|
|
858.8
|
|
|
|
1 The base margin can be adjusted by up to 4.5bps dependent
upon achievement of three ESG-linked metrics.
(e) Derivative financial
instruments
The Group uses a mixture of fixed
rate and variable rate facilities to manage its interest rate
exposure appropriately to provide operational and budget certainty.
To manage the interest rate risk arising on variable rate debt,
£100m of the debt has been swapped to fixed rate GBP using an
interest rate swap.
The hedged item is designated as
the variability of the cash flows of the specific debt instrument
arising from future changes in the SONIA rate, which is an eligible
hedged item.
Hedge effectiveness is assessed on
critical terms (amount, interest rate, interest settlement dates,
currency and maturity date). The critical terms of this hedging
relationship perfectly matched at origination, so for the
prospective assessment of effectiveness a qualitative assessment
was performed. The interest rate swap creates an equal and opposite
interest receipt and a fixed interest payment, therefore creating
an exact offset for this transaction resulting in a net fixed
interest payable. Potential sources of hedge ineffectiveness
include significant change in the credit risk of either party or a
reduction in the hedged item as such will impact the economic
relationship between the fair value changes of the hedged item and
the swap.
|
Unaudited
30 September
2024
£m
|
Audited
31
March
2024
£m
|
Unaudited
30
September
2023
£m
|
Carrying amount of
derivative
|
(0.3)
|
0.2
|
-
|
Change in fair value of designated
hedging instrument
|
(0.5)
|
0.2
|
-
|
Notional amount £m
|
100
|
100
|
-
|
Rate payable (%)
|
4.285
|
4.285
|
-
|
Maturity
|
31 January
2026
|
31
January 2026
|
-
|
Hedge ratio
|
1:1
|
1:1
|
-
|
(f) Financial instruments and fair
values
|
Unaudited
30 September
2024
Book Value
£m
|
Unaudited
30 September
2024
Fair Value
£m
|
Audited
31
March
2024
Book
Value
£m
|
Audited
31
March
2024
Fair
Value
£m
|
Unaudited
30
September 2023
Book
Value
£m
|
Unaudited
30
September 2023
Fair
Value
£m
|
Financial liabilities held at amortised
cost
|
|
|
|
|
|
|
Bank loans (unsecured)
|
192.6
|
192.6
|
192.3
|
192.3
|
205.1
|
205.1
|
Other loans (secured)
|
64.2
|
62.2
|
64.1
|
61.6
|
64.0
|
57.0
|
Private Placement Notes
|
299.7
|
288.0
|
299.6
|
285.4
|
299.6
|
270.1
|
Lease obligations
|
34.7
|
34.7
|
34.7
|
34.7
|
34.7
|
34.7
|
Green Bond
|
298.9
|
264.9
|
298.7
|
256.1
|
298.6
|
232.0
|
|
890.1
|
842.4
|
889.4
|
830.1
|
902.0
|
798.9
|
Financial assets at fair value
through other comprehensive income
|
|
|
|
|
|
|
Financial derivative
|
(0.3)
|
(0.3)
|
0.2
|
0.2
|
-
|
-
|
Other Investments
|
3.2
|
3.2
|
3.2
|
3.2
|
2.1
|
2.1
|
|
2.9
|
2.9
|
3.4
|
3.4
|
2.1
|
2.1
|
Financial assets at fair value through profit or
loss
|
|
|
|
|
|
|
Deferred consideration
(overage)
|
1.1
|
1.1
|
1.1
|
1.1
|
11.3
|
11.3
|
|
1.1
|
1.1
|
1.1
|
1.1
|
11.3
|
11.3
|
In accordance with IFRS 13
disclosure is required for financial instruments that are carried
or disclosed in the financial statements at fair value. The fair
values of all the Group's financial derivatives, bank loans, other
loans and Private Placement Notes have been determined by reference
to market prices and discounted expected cash flows at prevailing
interest rates and are Level 2 valuations. There have been no
transfers between levels in the year. The different levels of
valuation hierarchy as defined by IFRS 13 are set out in note
9.
The total change in fair value of
derivative financial instruments recorded in other comprehensive
income was (£0.5m) (31 March 2024: £0.2m, 30 September 2023:
£nil).
14. Lease obligations
Lease liabilities in respect of
leased investment property are recognised in accordance with IFRS
16.
|
Unaudited
30 September
2024
£m
|
Audited
31
March
2024
£m
|
Unaudited
30
September 2023
£m
|
Minimum lease payments under leases
fall due as follows:
|
|
|
|
Within one year
|
2.1
|
2.1
|
2.1
|
Between one and five
years
|
8.4
|
8.4
|
8.4
|
Between five and fifteen
years
|
20.8
|
17.2
|
18.1
|
Beyond fifteen years
|
175.8
|
180.5
|
180.7
|
|
207.1
|
208.2
|
209.3
|
Future finance charges on
leases
|
(172.4)
|
(173.5)
|
(174.6)
|
Present value of lease
liabilities
|
34.7
|
34.7
|
34.7
|
Following the adoption of IFRS 16,
lease obligations are shown separately on the face of the balance
sheet. The balance represents a non-current liability as the
payment shown within one year of £2.1m is offset by future finance
charges on leases of £2.1m. All lease obligations are long
leaseholds, therefore, the majority of the obligations fall beyond
fifteen years.
15. Notes to cash flow
statement
Reconciliation of profit for the
year to cash generated from operations:
|
Unaudited 6 months ended 30
September 2024 £m
|
Unaudited 6 months ended 30 September 2023 £m
|
Audited
Year ended
31 March
2024
£m
|
Profit/ (loss) before
tax
|
10.2
|
(147.9)
|
(192.8)
|
Depreciation
|
0.8
|
0.8
|
1.7
|
Amortisation of
intangibles
|
0.5
|
0.3
|
0.6
|
Letting fees
amortisation
|
0.2
|
0.2
|
0.3
|
Loss on disposal of investment
properties
|
1.1
|
1.2
|
2.3
|
Other expenses
|
-
|
0.4
|
1.2
|
Net loss from change in fair value
of investment property
|
20.0
|
170.8
|
251.2
|
Impairment of assets held for
sale
|
0.3
|
6.6
|
4.1
|
Equity-settled share based
payments
|
1.5
|
1.2
|
3.3
|
Finance expense
|
15.4
|
18.3
|
34.9
|
Changes in working
capital:
|
|
|
|
Increase in trade and other
receivables
|
(0.8)
|
(13.6)
|
(2.9)
|
Decrease in trade and other
payables
|
(5.8)
|
(11.6)
|
(16.2)
|
Cash generated from
operations
|
43.4
|
26.7
|
87.7
|
For the purposes of the cash flow
statement, cash and cash equivalents include restricted cash -
tenants' deposit deeds (note 11).
16. Share Capital
|
Unaudited
30 September
2024
£m
|
Audited
31
March
2024
£m
|
Unaudited
30
September
2023
£m
|
Issued: fully paid ordinary shares
of £1 each
|
192.1
|
191.9
|
191.9
|
Movements in share capital were as
follows:
|
Unaudited
30
September
2024
|
Audited
31
March
2024
|
Unaudited
30
September
2023
|
Number of shares at 1
April
|
191,910,392
|
191,638,357
|
191,638,357
|
Issue of shares
|
232,612
|
272,035
|
259,497
|
Number of shares at period
end
|
192,143,004
|
191,910,392
|
191,897,854
|
In the period there were 232,612
scheme options issued with net proceeds £nil (31 March 2024:
272,035 options issued with £nil proceeds, 30 September 2023:
259,497 options issued with £nil proceeds).
17. Capital commitments
At the period end the estimated
amounts of contractual commitments for future capital expenditure
not provided for were:
|
Unaudited
30 September
2024
£m
|
Audited
31
March
2024
£m
|
Unaudited
30
September
2023
£m
|
Construction or refurbishment of
investment properties
|
20.8
|
18.8
|
30.3
|
18. Post balance sheet
events
In November 2024, the Group's £135m
RCF bank facilities were refinanced extending maturity to 30
November 2028, with options to extend by up to a further two years
and an option to increase the facility amount to £255m, subject to
lender consent. In addition, an additional £80m term loan facility
has been agreed with an initial maturity of November 2026 and
options to extend by up to two further years, subject to lender
consent.
The Group has exchanged for sale on
Rainbow Industrial Estate in November 2024, for a total
consideration of £20.3m.
Responsibility statement of the directors in respect of the
half-yearly financial report
We confirm that to the best of our
knowledge:
• the condensed set of financial
statements has been prepared in accordance with IAS 34 Interim
Financial Reporting as adopted for use in the UK;
• the interim management report
includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure
Guidance and Transparency Rules, being an indication of important
events that have occurred during the first six months of the
financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and
uncertainties for the remaining six months of the year;
and
(b) DTR 4.2.8R of the Disclosure
Guidance and Transparency Rules, being related party transactions
that have taken place in the first six months of the current
financial year and that have materially affected the financial
position or performance of the entity during that period; and any
changes in the related party transactions described in the last
annual report that could do so.
The Directors of Workspace Group
PLC are listed in the Workspace Group PLC Annual Report and
Accounts for 31 March 2024. A list of current Directors is
maintained on the Workspace Group website:
www.workspace.co.uk.
Approved by the Board on
21 November 2024 and signed on
its behalf by
D Benson
Director
INDEPENDENT REVIEW REPORT TO Workspace Group
plc
Conclusion
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of financial statements in the half-yearly financial report for
the six months ended 30 September 2024 is not prepared, in all
material respects, in accordance with UK adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency
Rules of the United Kingdom's Financial Conduct
Authority.
We have been engaged by the
company to review the condensed set of financial statements in the
half-yearly financial report for the six months ended 30 September
2024 which comprises the Consolidated Income Statement,
Consolidated Statement of Comprehensive Income, Consolidated
Balance Sheet, Consolidated Statement of Change in Equity, and the
Consolidated Statement of Cash Flows and the related explanatory
notes.
Basis for
conclusion
We conducted our review in
accordance with Revised International Standard on Review
Engagements (UK) 2410, "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" ("ISRE (UK)
2410 (Revised)"). A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not
express an audit opinion.
As disclosed in the notes of the
annual financial statements of the Group are prepared in accordance
with UK adopted International Accounting Standards. The condensed
set of financial statements included in this half-yearly financial
report has been prepared in accordance with UK adopted
International Accounting Standard 34, "Interim Financial
Reporting".
Conclusions relating to
going concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors
have inappropriately adopted the going concern basis of accounting
or that the directors have identified material uncertainties
relating to going concern that are not appropriately
disclosed.
This conclusion is based on the
review procedures performed in accordance with ISRE (UK) 2410
(Revised), however future events or conditions may cause the Group
to cease to continue as a going concern.
Responsibilities of
directors
The directors are responsible for
preparing the half-yearly financial report in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
In preparing the half-yearly
financial report, the directors are responsible for assessing the
Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic
alternative but to do so.
Auditor's responsibilities
for the review of the financial information
In reviewing the half-yearly
report, we are responsible for expressing to the Company a
conclusion on the condensed set of financial statements in the
half-yearly financial report. Our conclusion, including our
conclusions relating to going concern, are based on procedures that
are less extensive than audit procedures, as described in the Basis
for Conclusion paragraph of this report.
Use of our
report
Our report has been prepared in
accordance with the terms of our engagement to assist the Company
in meeting the requirements of the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority and for no other purpose. No person is entitled to
rely on this report unless such a person is a person entitled to
rely upon this report by virtue of and for the purpose of our terms
of engagement or has been expressly authorised to do so by our
prior written consent. Save as above, we do not accept
responsibility for this report to any other person or for any other
purpose and we hereby expressly disclaim any and all such
liability.
BDO LLP
Chartered Accountants
London, UK
21 November 2024
BDO LLP is a limited liability
partnership registered in England and Wales (with registered number
OC305127).