Hammerson PLC Final Results

RNS Number : 4569Y

Hammerson PLC

26 February 2025

A colorful squares with black border AI-generated content may be incorrect. 26 February 2025

PRESS RELEASE

HAMMERSON plc - FULL YEAR 2024 RESULTS

2024: A transformative year, repositioned to drive growth

Hammerson is the largest UK-listed, pure-play owner and manager of prime retail and leisure anchored city destinations across the UK, France and Ireland.

We own, manage and invest in landmark city destinations integrating retail, leisure and community hubs to meet evolving customer and occupier needs while delivering sustainable long-term growth for our stakeholders. Our 10 city locations rank in the top 20 of all retail venues across our geographies and in the top 1% where retail spend is concentrated. Our catchment reach of 40 million people attracts 170 million visitors per annum, generating £3 billion of sales for our brand partners.

Rita-Rose Gagné, Chief Executive of Hammerson, commented:

"Following a transformative and successful year for Hammerson, we enter 2025 as a repositioned business. In landing the pivotal sale of Value Retail and completing our non-core disposals, we have generated £1.5bn of cash proceeds over the last four years, materially strengthening our capital structure, and enabling investment for growth in our high-quality portfolio.

We have strategically realigned the business to benefit from structural market trends. First, cities are engines of economic growth, and we have concentrated our portfolio on exceptional assets in some of Europe's fastest growing and most vibrant cities. Second, the flight to quality where occupiers want fewer and more productive stores in only these locations, enables us to attract leading global and local brand partners. Third, the physical experience has become more relevant for consumers and our brand partners, with at least 80% of all retail transactions touching a store.

Investment in our destinations and our unique and specialist platform provides data-driven insights to curate the right product, placemaking and mix of brands. This platform is scalable and agile, driving tangible benefits with higher occupancy, leasing, footfall and sales above national benchmarks, whilst growing our catchment and market share. There is more to come.

We are confident in our strategy and optimistic about the opportunity ahead for Hammerson. We continue to maintain a tight operational grip and are poised to deliver significant revenue and underlying earnings growth, with the full impact of our ongoing investments and acquisitions yet to be realised."

Highlights

Another record year of leasing, 56% ahead previous passing rents and 13% over ERV

- Occupancy improved to over 95%, with few leasable units in most locations, driving rental tension across our portfolio

- 262 leases signed on 1m ft² of space generating annual headline rent of £41m (£24m at share), another record performance on a like-for-like basis

- 956 principal leases secured since FY20, totalling £156m of annual rent at 100% at an average of 32% ahead of previous passing rent and 4% above ERV - c.50% of space let on new terms since FY20 and £1.1bn of rent contracted to first break. All geographies in positive reversion, with further opportunities ahead of us

- Occupier demand is robust with £8.6m of headline income already exchanged in 2025, 10% above previous passing rent and 11% ahead of ERV - good visibility and a strong pipeline for the remainder of 2025, underpinning our confidence in the outlook

Our destinations are thriving with footfall and sales ahead of national benchmarks

- Black Friday, Christmas Eve and New Year's Eve all saw year-on-year increases of 10-12% for all our flagship destinations - Westquay had 112,000 visitors on the Saturday of Black Friday weekend, its highest number since November 2017

- We had good footfall momentum in the final quarter, reflecting new openings and seasonal events, with UK footfall up 17% quarter-on-quarter, Ireland 16% and France 5%

- We hosted 170m visitors at our destinations (+600k). Excluding assets in repositioning, footfall was up 2% (+2.5m) year-on-year across the Group¹, with the UK up 2%, France up 4% and Ireland up 1%. All ahead of national benchmarks

- Sales up 5%^1,2 in the UK and 3% in France, with brand partners benefiting from our combined investments, new concepts and upsized stores

- Anchor brand partners consistently report that their new store formats trade in the top five sales performers across their UK and European portfolios

Investment and capital recycling to drive future growth and value creation

- Investment in Bullring and Dundrum generated £184m of rent contracted to first break (including £87m in 2024), and a total of more than £250m since FY20 benefiting from halo effect of repositioning

- The repositioning of Cabot Circus and The Oracle in 2024 has already secured £52m of rent contracted to first break. Our investments will see marquee openings in 2025 such as M&S and Odeon at Cabot Circus, and Hollywood Bowl and TK Maxx at The Oracle

- Total property returns were +2.1%, with flagship destinations +2.9%

- Valuations increasingly reflecting successful investment with the UK up 4.2% and France up 1.5%, driven by higher contracted rental income, related ERV growth and some yield compression. Valuations in Ireland were down 13% due to outward yield shift, although yields stabilised in Q4

- Having crystallised €705m (£595m) of cash proceeds from Value Retail in September at an exit yield of 3.4%, we rapidly recycled £135m to gain 100% control of Westquay at a significantly more attractive yield - we continue to see opportunities for JV consolidation and several discussions are ongoing

Our relentless focus on efficiency and investment in data has delivered a further 16% cost reduction

- Gross administration costs down 16% year-on-year, ahead of guidance of 10%; a total reduction of 36% since FY20

- Our investments in data and analytics enable us to better understand our catchments and to continually evolve and curate our estates to meet changing consumer and occupier needs to maximise the value of our physical and media assets. We are accelerating the roll out of AI tools in 2025

- Today, we have a specialist, data-driven and efficient platform that is scalable and delivering operational gearing as we grow rental income and AUM

FY24 financial summary

- Reported like-for-like GRI up 1.6% year-on-year; reported like-for-like NRI -0.5% reflecting ongoing extensive repositioning in the UK

- Underlying¹ like for like GRI +3.0%, with up to 7% growth from assets benefitting from recent investments, underlying like-for-like NRI +0.2%

- Adjusted earnings of £99m (FY23: £116m), reflecting impact of disposals. Adjusted EPS 19.9p (FY23: 23.4p)

- IFRS loss of £526m (FY23: (£51m loss), reflecting £497m Value Retail impairment and H124 revaluation loss

- One of the strongest balance sheets in the sector, with net debt down 40% year-on-year to £799m. Resulting Net debt:EBITDA of 5.8x (FY23: 8.0x) and LTV of 30% (FY23: 34%), reflected in credit improvements from Moody's and Fitch in the second half

- Closing portfolio value of £2.7bn, AUM £4bn. EPRA NTA per share 370p (HY24: 382p)

Dividend

- Recommended final dividend of 8.07p per share for 2024 in line with the Board's new policy of 80-85% of Adjusted earnings. The full year dividend is 15.63p, up 4%. The dividend recommendation will be released as a separate announcement

FY25 outlook

We had a strong finish to 2024 in terms of footfall, sales, leasing and redeployment of capital, which has continued into 2025. We will see marquee openings in Cabot Circus and The Oracle as we bring major new uses to each of these assets, matching our experiences and building momentum at Bullring and Dundrum. We have already secured £8.6m of leases in 2025, the pipeline is robust, and discussions are progressing on other acquisitions.

The organic growth from investments will flow to the bottom line benefiting from the operational gearing from our specialist data-driven platform.

We have strong momentum. Notwithstanding the uncertainty in the macroeconomic environment, our portfolio is well positioned to drive rental growth and earnings from the high demand for scarce, relevant space where brands are consolidating.

1 Excluding Cabot Circus and The Oracle where 30-40% of the space is being repurposed

2 Source: Lloyds Bank data

Results presentation today:

Hammerson will hold a virtual presentation for analysts and investors to present its financial results for the twelve months ended 31 December 2024, followed by a Q&A session.

Date & time:	Wednesday 26 February at 09.00 am (GMT)
Webcast link:	https://www.netroadshow.com/events/login?show=d4a1736f&confId=77522
Conference call:	Quote Hammerson when prompted by the operator, access code 157450

Please join the call five minutes before the booked start time to allow the operator to transfer you into the call by the scheduled start time

France:	+33 9 7073 3958
Ireland:	+353 1 691 7842
Netherlands:	+31 85 888 7233
South Africa:	+27 87 550 8441
UK:	+44 20 3936 2999
USA:	+1 646 233 4753

The presentation and press release will be available at: https://www.hammerson.com/investors/reports-results- presentations on the morning of results.

Enquiries:

Rita-Rose Gagné, Chief Executive Officer	Tel: +44 (0)20 7887 1000
Himanshu Raja, Chief Financial Officer	Tel: +44 (0)20 7887 1000
Investors:
Josh Warren, Director of Strategy, Commercial Finance and IR	Tel: +44 (0)20 7887 1053	josh.warren@hammerson.com
Media:
Oliver Hughes, Ollie Hoare and Charles Hirst, MHP	Tel: +44 (0)20 3128 8100	Hammerson@mhpgroup.com
Tom Gough, Communications Consultant	Tel: +44 (0)20 7887 1092	Tom.gough@hammerson.com

Disclaimer

Certain statements made in this document are forward looking and are based on current expectations concerning future events which are subject to a number of assumptions, risks and uncertainties. Many of these assumptions, risks and uncertainties relate to factors that are beyond the Group's control and which could cause actual results to differ materially from any expected future events or results referred to or implied by these forward-looking statements. Any forward-looking statements made are based on the knowledge and information available to Directors on the date of publication of this announcement. Unless otherwise required by applicable laws, regulations or accounting standards, the Group does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. Accordingly, no assurance can be given that any particular expectation will be met, and reliance should not be placed on any forward-looking statement. Nothing in this announcement should be regarded as a profit estimate or forecast.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any shares or other securities in the Company or any of its group members, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares or other securities of the Company or any of its group members. Statements in this announcement reflect the knowledge and information available at the time of its preparation. Liability arising from anything in this announcement shall be governed by English law. Nothing in this announcement shall exclude any liability under applicable laws that cannot be excluded in accordance with such laws.

Index to key data

Year ended 31 December	2024	2023	Note/Ref¹
Income
Gross rental income²	£189m	£208m	2
Adjusted net rental income²	£146m	£168m	2
Adjusted net finance costs²	£(32)m	£(46)m	2
Adjusted earnings³	£99m	£116m	2
Net revaluation losses ²	£(91)m	£(119)m	2
Loss for the period (IFRS)	£(526)m	£(51)m	2
Adjusted earnings per share^3 5	19.9p	23.4p	11B
Basic loss per share⁵	(106.0)p	(10.3)p	11B
Final dividend per share (cash)⁵	8.07p	7.80p	20
Dividend per share for the year (cash) ⁵	15.63p	15.00p	20

Operational
Like-for-like gross rental income change²	1.6%	5.5%	Table 3
Like-for-like net rental income change²	(0.5)%	3.6%	Table 4
Occupancy - flagships²	95.1%	94.6%	Table 6
Leasing value (@ 100%)	£41m	£46m	n/a
Leasing v ERV (principal leases)²	+13%	+12%	n/a
Leasing v Passing rent (principal leases)²	+56%	+37%	n/a
Passing rent²	£182m	£188m	Table 5
Like-for-like passing rent change - flagships²	1.5%	2.5%	Financial Review
ERV²	£189m	£193m	Table 5
Like-for-like ERV change - flagships²	1.8%	1.7%	Financial Review

Capital and financing
Valuation²	£2,659m	£2,776m	3B
Total accounting return³	(24.2)%	(2.1)%	Table 21
Total property return²	2.1%	1.6%	Table 9
Capital return²	(3.4)%	(4.1)%	Table 9
Net debt²	£799m	£1,326m	Table 12
Gearing²	45%	55%	Table 16
Net debt:EBITDA²	5.8x	8.0x	Table 14
Loan to value²	30%	34%	Table 17
Loan to value ‒ full proportional consolidation ^{2 4}	30%	44%	Table 17
Interest cover²	5.03x	3.91x	Table 15
Liquidity	£1,417m	£1,225m	Financial Review
Net assets	£1,821m	£2,463m	Balance sheet
EPRA net tangible assets (NTA) per share⁵	£3.70	£5.08	11C

1 Note/Ref refers to notes in the financial statements, or tables in Additional Information or other sections of this release.

2 Figures presented on a proportionally consolidated basis. See 'Presentation of financial information' section of the Financial Review for explanation.

3 These results include discussion of alternative performance measures (APMs) which include those described as Adjusted, EPRA and Headline. These are described below in the Financial Review and reconciliations for earnings and net assets measures to their IFRS equivalents are set out in note 10 to the financial statements.

4 For 2023 included the Group's share of Value Retail's net debt and property portfolio, following the sale of the Group's interest this metric is the same as Loan to value.

5 2023 figure restated to reflect the 1 for 10 share consolidation undertaken during 2024.

Chief Executive's Review

Strategic overview

2024 was a transformative and successful year for Hammerson. We enter 2025 as a repositioned business. In the last four years we have strategically reshaped the portfolio to landmark city destinations. In the process, we generated £1.5bn of cash disposal proceeds, including the transformational disposal of Value Retail which closed in September, materially strengthening the capital structure and providing capital to reinvest for growth. We started recycling swiftly, completing the acquisition of our JV partner's 50% stake in Westquay at higher yields, and continuing to simplify the portfolio.

Since I arrived in November 2020, the priority has been to realign the portfolio, the platform and the balance sheet to take advantage of a number of evolving market dynamics and emerging lifestyle changes. First, cities are the engines of economic growth. Our reshaped portfolio now comprises only the best assets in some of Europe's fastest-growing, youngest and most affluent cities. Second, the flight to quality where brands want fewer, better and more productive stores in only these locations, enabling us to attract the very best global and local brand partners across retail and experiential propositions for our customers. Third, the physical experience has become more relevant for consumers and our brand partners, with at least 80% of all retail transactions touching a store.

Today, Hammerson is the leading specialist owner and manager of ten landmark city destinations and 80 acres of strategic land in the UK, France and Ireland. Our flagship destinations all rank in the top 20 of all retail venues in their respective geographies and in the top 1% where retail spend is concentrated. They attract 170m visitors a year and are located in affluent and growing catchments. Our five locations in the UK reach over 30% of the population. Our assets in Paris and Marseille cover 20% of France, whilst we reach 80% of Ireland's population from our three destinations in Dublin.

These destinations are vital to the social and economic fabric of their communities. They are treated as social infrastructure, and this sets them far apart from the obsolete shopping malls that do not possess the scale or inherent brand value of our landmark destinations. Our brand partners continue to redefine the role of their physical space. Their stores remain dominant in unified commerce for point of sale and are increasingly used as fulfilment hubs, experience and service centres, and marketing platforms.

As specialists, and with our reach, we have a unique expertise in operating city destinations. We have built increased capability to leverage our data and insights, investing in AI technology, which gives us a differentiated position to curate the right mix and product offering in our destinations. We anticipate evolving customer and occupier needs beyond traditional retail to multi-use 24/7 buzzing lifestyle city hubs, integrating shopping, leisure and dining, events, wellness, culture, services, office and residential.

This is all driving tangible benefits with higher occupancy, leasing, footfall and sales above national benchmarks. Rents are affordable with OCRs in the mid teens. We are growing our catchment and market share, and ultimately growing rental income and value. Our flagship portfolio is now reversionary; values are starting to follow with ERVs growing across the portfolio, with some yield compression in the UK at the end of the year.

The major building blocks of the turnaround are complete. The Company is simplified, the portfolio rebased. Our priority is to deliver our ongoing asset repositioning, sustainable and stable organic growth, and pursue inorganic opportunities to scale the business.

These strong foundations mean that our portfolio is well positioned to drive rental growth, earnings and AUM.

I am confident that we will deliver growth in rental income and underlying earnings in 2025, with further growth to come in 2026 and beyond as we see the benefits of our ongoing disciplined investments fully flow through.

2024 highlights

We have grown occupancy, from its Covid-19 low at HY21 of 91% to over 95% today, with several assets close to full. This is a level where rental tension is tangible with only a few available leasable units in most assets. We signed 262 leases on 1m ft² of space, generating annual headline rent of £41m (at 100%), another record performance up 2% like-for-like. These deals were signed at 56% above previous passing rent and 13% ahead of ERV on a net effective basis at our share.

These long-term deals represent secure and visible cash flows of £255m of rent contracted to first break at 100%. They provide an additional £8m of passing rent to our flagship rent roll in this past year, up 2% like-for-like to £174m as we turned around 10% of the portfolio.

Since FY20, we have secured 956 principal leases totalling £156m of annual rent at 100% at an average of 32% ahead of previous passing rent and 4% above ERV. That translates to c.50% of space on new terms and £1.1bn of rent contracted to first break. We are still working some old leases and structures out of the portfolio, some of which are over-rented. However, I am pleased to say that due to our proactive work, all territories are now reversionary. We therefore see further upside as we continue to turn the portfolio.

Demand remains unabated with £8.6m at 100% already exchanged in 2025, 10% above previous passing and 11% ahead of ERV. We have good visibility and a robust pipeline for the remainder of 2025.

Our destinations enjoyed another year of footfall growth above national averages. Some of the best year-on-year performances are coming from assets where we have largely completed our repositioning such as Bullring (+3%) and Westquay (+4%) in the UK, and Les 3 Fontaines (+6%) in France. Cabot Circus (-7%) and The Oracle (-6%) have shown resilience considering 30-40% of the space in each asset was being repurposed over 2024.

Looking at the 2024 performance through the year, I was particularly pleased with the surge in footfall quarter-on-quarter of 15% in Q4, significantly ahead of the typical seasonal pick-up and our own expectations. Black Friday, Christmas Eve and New Year's Eve all saw year-on-year footfall increases of 10-12% for our flagship destinations.

Sales performance was also strong with over £3bn of spend in our destinations in 2024. Sales were up 5% in the UK, excluding assets in repositioning, and 3% in France. Anchor brand partners report that their new concepts and stores in our destinations have consistently traded in the top five performers across their UK and European portfolios. In a similar pattern to footfall, some of the best performances reflected new openings and offerings in 2023 and 2024. Bullring in particular had a standout year with sales up 11%, making it the strongest performer in its peer group according to Lloyds Bank data.

On the back of our recent repositioning successes at Bullring and Dundrum, investment in 2024 was focused on Cabot Circus and The Oracle. At Cabot Circus, we signed £5m of long-term deals, representing £43m of rent contracted to first break, occupancy improved from 93% to 97%, including M&S which has been already handed over in the second half of the year. We anticipate a similar pattern at The Oracle in 2025.

We completed our non-core disposal programme in the first half with the sale of Union Square, Aberdeen. In the second half, we exited our interest in Value Retail for cash proceeds of €705m (£595m), representing a 24% discount to GAV but an attractive exit multiple of 24x EV/EBITDA and a 3.4% exit cash yield. Proceeds are earmarked for acquisitions, share buybacks and debt reduction. Of the £350m of proceeds allocated for acquisitions, we were able to rapidly deploy £135m to gain 100% control of Westquay at a high single-digit yield. Several discussions on other assets are underway.

Over the last four years, we have overhauled our platform. In 2024, we completed the outsourcing of our day-to-day property management of our assets to proven partners of scale in all territories. This allows our specialist teams to focus on strategic value-add initiatives with new and improved digital and AI-enhanced tools. This is driving better data-led decision making and improving productivity whilst facilitating greater collaboration across functions, and externally with brand partners, agents, customers and suppliers.

Our relentless focus on productivity and costs delivered a 16% year-on-year reduction in gross administration costs, once again exceeding guidance of 10%, bringing a total reduction of 36% (£24m) since FY20.

Net headcount is down 76% since FY20 to 125, which has enabled us to invest in new skills and capabilities in customer insights, placemaking, digital marketing and engagement.

After four years of heavy lifting, today we have a differentiated proposition: a specialist, data-driven and efficient platform that is scalable and delivering operational gearing as we grow rental income and AUM. We are doing this by delivering a differentiated and distinctive product to our stakeholders.

As we raise the bar on our execution with our enhanced platform, 2025 is about delivering growth at pace.

Financial review

Adjusted earnings were £99m (FY23: £116m), or 19.9p per share (FY23: 23.4p), reflecting the impact of disposals, including the Group's interest in Value Retail. Overall, the Group recorded an IFRS loss of £526m (FY23: £51m loss) largely reflecting the £497m impairment relating to the disposal of Value Retail and its in year revaluation loss, and the net revaluation losses across the retained portfolio.

Like-for-like gross rental income was up 1.6% year-on-year, and like-for-like net rental income was -0.5% reflecting ongoing extensive repositioning at Cabot Circus and The Oracle in the UK. Excluding these assets, like-for-like GRI was up 3%, with some assets exhibiting growth of up to 7%, whilst like-for-like NRI was +0.2%. NRI growth ranged from 2-9% for assets further ahead on their reinvestment journey.

At 31 December 2024, net debt was down 40% to £799m (FY23: £1,326m) and is down 64% since FY20. During 2024, we improved our credit ratings from Moody's and Fitch. Net debt:EBITDA improved to 5.8x from 8.0x at FY23, and LTV from 34% to 30%. Hammerson now has one of the strongest balance sheets in the sector. We remain committed to maintaining a resilient and sustainable capital structure with an investment grade credit rating.

Flagship values in the UK were up 4.2% like-for-like driven by higher contracted rental income and related ERV growth. There was modest yield compression overall including a 10bps improvement at Westquay following acquisition. French flagship values were also up 1.5% and, as with the UK, this reflected the positive progress on leasing and related ERVs, with yields broadly stable.

Ireland flagship values were down 13% due to 90bps of yield expansion, reflecting valuer's interpretation of a distressed debt sale in the market. We own the top asset in Ireland and were pleased to see stabilisation in Q4. Moreover, in all geographies, current valuations now reflect recent transactions.

Operational and strategic review

Our strategy recognises the unique position that we have to leverage our experience and capabilities. Our purpose is to create and manage vibrant 24/7, multi-use, urban 'living spaces' that realise value for all our stakeholders, connects our communities and delivers a positive impact for generations to come.

Our aim is simple - to deliver sustainable and relevant growth in assets under management, income and earnings, thereby enhancing returns to shareholders. We are investing for organic growth and value creation in our core assets, creating option value from our strategic land, and supplementing this with acquisitions. Our asset and customer focus is underpinned by our scalable, agile and data-driven platform, Hammerson's strong capital structure and by our commitment to ESG.

We have a clear medium term financial framework to deliver CAGRs: 4-6% gross rental income growth; 6-8% earnings per share growth; c.10% TAR (assuming stable yields).

Investing for growth and value creation

Our investment strategy is focused on driving organic growth in our existing portfolio, laying the foundations and creating option value from our strategic land, and exploring further opportunities for inorganic growth.

Organic growth

To drive organic growth in our existing flagship portfolio, we continue to invest in our assets to improve the mix of brands and uses to both acknowledge global market trends and cater to the specific needs of the communities and catchments in which we operate. We achieve this either through targeted leasing with trusted partners and/or through asset enhancement and repositioning.

We are uniquely placed to repurpose obsolete department store space into leisure and modern retail, responding to brand demand for more productive flagship space. Where we invest, we seek out brand partners with the same level of commitment, and we estimate our occupiers have invested at least £325m into their space over the last three years. This is a very strong endorsement of our destinations.

Our investments to date have attracted leading global and local brand partners, brought a mix of new retail, food and beverage and experiential propositions, driving lower vacancy, higher quality footfall, greater sales density, and ultimately creating tangible rental tension and increasing the value of our space. All of the above is reflected in our consistently strong leasing performance, with more than £1.1bn of rent at 100% contracted to first break since FY20.

Bullring and Dundrum: reaping the benefits of our repositioning

We continue to build on our success at Dundrum and Bullring.

At Dundrum, we invested €31m at 100% from 2019 to 2023 to re-anchor the destination around Brown Thomas and Penneys, also attracting key domestic and international brands including Dunnes Stores and Nike, the latter a first to Ireland concept. This initial investment generated €70m of rent contracted to first break and an IRR of over 20%.

Our success resulted in more demand, attracting new brands and concepts at Dundrum in 2024. In total, we contracted over €45m of rent to first break in 2024. As we move into 2025, we will see the openings of Reiss, and upsized offers from JD Sports and Pull & Bear. Further diversifying the offer, Lane 7 bowling opened in January 2025, having already partnered with us at Bullring. There is a promising pipeline for 2025, including the completion of our 122-unit Ironworks residential project, a first for a retail-anchored destination in Ireland. We signed and handed over 15 residential social housing units with the local authority in November 2024.

At Bullring, we invested £26m at 100% from 2021 to 2023, predominantly to replace the former Debenhams unit with a broader mix of flagship retail and leisure with M&S, Zara and TOCA Social, but also replacing the former Arcadia units with Bershka and Pull & Bear. We generated £39m of contracted rent to first break and an IRR of over 40%, well ahead of our conservative underwrite.

2024 saw Bullring enter a new leasing phase with 34 principal deals representing £50m of contracted rent signed to first break. Following a longstanding strategic relationship in France, Sephora opened its first regional store in the UK featuring their largest facade in Europe, with discussions ongoing at other destinations. Other key new lettings included Space NK and a partnership between Adidas and Aston Villa Football Club.

The opening of Sephora in November in particular is proof positive of the power of our physical and media assets. We delivered a 'total domination' paid-for marketing package, with the Sephora brand taking over Bullring for a duration of six weeks. Ahead of the opening, we had customers camping out overnight. The store saw over 140,000 passers-by in the first two days, and eight thousand visitors per day in the first week. Footfall was up 29% week-on-week.

Looking ahead to 2025, there's a lot going on at Bullring, with competitive tension for the remaining space, enhancement of the public realm, entrances, digital screens and wayfinding. In the medium term, there is a compelling residential redevelopment opportunity of over 700 apartments at the underutilised Edgbaston Street car park.

Cabot Circus and The Oracle: repositioning in progress

The success of our investments at Dundrum and Bullring underpins our confidence in our current repositionings at Cabot Circus and The Oracle.

2024 was a significant year of reinvestment at Cabot Circus with £8m at 100% deployed, bringing best-in-class partners to expand and embed Cabot Circus as the top tier retail, F&B, leisure and lifestyle destination in the city centre of Bristol and the wider affluent South West catchment.

Central to this project was re-anchoring at the heart of the scheme of our retail and leisure offering. We secured vacant possession from House of Fraser and Showcase Cinemas. A new 127,000 ft² M&S and a refreshed 53,000 ft² offer from Odeon will open in 2025. These anchor investments underscored the enduring strength of our asset and the wider catchment, and we were able to attract existing and new retail and leisure brand partners into Cabot Circus.

Stradivarius opened to complete a full suite of Inditex brands, and we renewed 35,000 ft² of scarce space with Next, comfortably ahead of previous passing rent and ERV, and removing an onerous variable rent structure. 2025 will see the opening of King Pins bowling, while Treetop Golf and Six by Nico in the Quakers Friars area have already opened.

In the medium term, the repositioning of the Quakers Friars area also affords the opportunity to increase the mix of uses, including cultural and healthcare, at attractive returns. We are in planning for this area, which could see the transformation begin in the second half of 2025.

The Oracle is currently in an earlier stage of its repositioning journey. We have commenced a works programme to repurpose the 'obsolete' House of Fraser store, enhance the unique riverside experience and F&B offering, and improve circulation with new entrances and wayfinding. In total, around 40% of the asset or 320,000 ft² is in scope, making this our most significant transformation project to date.

Two-thirds of the former House of Fraser space is already let to Hollywood Bowl and TK Maxx. The former is bringing their latest and most high-end offer and boosting leisure exposure on the Riverside and will boost the late night economy. TK Maxx is closing its nearby location, further concentrating the prime retail pitch into The Oracle, driving long-term demand and rental levels. We handed over both units in February 2025 and look forward to their openings later this year. We are in advanced discussions for the remaining one third. Alongside, we signed a five year renewal in January 2025 with the existing Riverside cinema operator in line with previous passing rent and well ahead of ERV.

For the medium term, we await final planning for a c.220 unit residential scheme in the former Debenhams unit, which would bring a new use and customer and densify the estate. There remains further residential opportunities, including the Riverside cinema block in time.

High occupancy and impressive leasing across remaining flagships

2024 saw a number of key leases and openings at Brent Cross and Westquay.

At Brent Cross, Social Sports brought padel tennis to the underutilised Southern Lands outside the asset, and we signed key renewals with Vodafone and Halifax. We agreed a significant upsize for JD Sports opening in 2025. We will also see the opening of our new multi-operator 'District' food market hall, importing a successful concept from our French destinations.

At Westquay, important signings and openings in 2024 included Garmin's first UK store, Charles Tyrwhitt, Flying Tiger and Hobbs. All opened in November, helping drive footfall to 112,000 visitors on the Saturday of the Black Friday weekend, Westquay's busiest single day since 2017. We are proud to have 100% ownership as long-term stewards of this dominant destination on the South Coast.

In France, it was another big year of leasing at Les Terrasses du Port. At the end of 2023 we faced a ten year leasing wall, which today is 95% complete. We exceeded our own expectations, securing £41m of contracted rent to first break, 3% ahead of previous passing rent and 5% ahead of ERV.

In 2024, we signed a further 34 long-term deals, representing £50m of contracted rent to first break. Inditex as a key brand partner was a key part of this story, upsizing its Pull & Bear offering, which opened in the second half, with Stradivarius opening in 2025. Other brand renewals and lettings included Sephora, The North Face, Skechers, and Eclipso, a new virtual reality-oriented leisure hub.

Footfall and sales increased by 1% and 2% respectively as Les Terrasses du Port continues to differentiate itself at the very top of French destinations, attracting an affluent and high spending customer. Occupancy stands at 97%. 2024 was another busy year at Les 3 Fontaines with the important openings of New Yorker, Snipes and Celio, with new leisure hub Smile World coming in the first half of 2025. This drove footfall up 6%, whilst sales were up 3%.

The focus in the second half was to maintain occupancy with temporary deals whilst we put final planning and permissions with local authorities in place for the remaining undeveloped space at the corner of the extension. Leasing negotiations are advanced with two marquee global operators. We remain excited by the potential next phase at Les 3 Fontaines and expect to provide more detail at the half year.

Enlivening our destinations with placemaking and events

Across the portfolio, we continue to evolve our offering, to increase the richness of the retail and leisure mix, with greater emphasis on placemaking and commercialisation. This not only serves to enliven space and enhance the experience and environment for customers and brand partners, but also contributes meaningfully in its own right in terms of incremental footfall, income, and engagement across all channels.

2024 was a standout year for premium brand partnerships and events, showcasing over 200 different brands across our destinations. Over the year, we also hosted seasonal and bespoke events at our assets tailored to local catchments and communities, driving incremental revenue, footfall and engagement. We have 1.2m social media followers, a 16% increase year-on-year. Alongside our usual delivery of seasonal retail F&B, leisure and promotional activity:

- In the first half we were delighted to welcome the Olympic Flame to Les Terrasses du Port, boosting same day footfall by 40% year-on-year, while Les 3 Fontaines hosted a sports village during the Olympic Games.

- Meanwhile, in the UK, we were chosen for three out of nine Team GB Fan Zones in Bullring, Cabot Circus and Westquay, which drew in a combined 12.5m visitors over 12 weeks.

- Les Terrasses du Port also hosted a series of 'Sunset Live' music and radio shows on its seafront terrace, helping to drive August footfall up 3% year-on-year. Its attraction to premium brands was further evidenced by showcasing roadshows for Dior and Dyson.

- Dizzee Rascal album launches at Bullring and Cabot Circus, which drove 20% increases in footfall and car parking income versus the same day year-on-year.

- Successful immersive advertising campaigns included the launch of Paddington in Peru (Bullring), Netflix Squid Games (Bullring) and Moana 2 Aquarium takeover (Dundrum), plus big brand stunt campaign for Specsavers (featuring a car in Dundrum Mill Pond).

- Dundrum hosted its third annual supercar weekend in August which drove footfall to 115,000 for the weekend and over 60,000 on Sunday, marking the busiest day of the year.

- The Sound of Musicals thrilled crowds at the unique Westquay Esplanade events space during the October half-term week, drawing 65,000 attendees and helping to drive a 3% increase in half-term footfall and 7% increase in car park income - F&B occupiers also saw weekly sales uplifts of 20-60%.

- Cabot Circus hosted 'Wallace and Gromit: A Cracking Christmas Experience' in the Friary Building, continuing our cultural partnership with Bristol-based Aardman Animations. Over 27 days, 9,000 attendees enjoyed the experience with footfall at Quakers Friars +5% year-on-year and revenue of £80,000 generated from ticket sales and merchandise.

- Other holiday seasonal brand activity included the return of the annual Après Ski Bar at Bullring, complementing the city's famous German Christmas Market; ice rinks at Westquay, Dundrum and Swords Pavilions; The Yankee Candle Festive Experience Bus visiting Bullring and Cabot Circus; a festive immersive 'grotto' hosted by Blank Street, and the iconic Coca-Cola festive truck back at Bullring. All these events create a buzz across our destinations.

Inorganic growth: Westquay acquired with more to come

We continue to see opportunities for JV consolidation, with a number of discussions ongoing.

Having earmarked an initial £350m from the proceeds of the disposal of our interest in Value Retail for acquisitions, in 2024 we gained 100% control of Westquay for £135m at an attractive high single-digit yield.

Today, we manage c.£4bn of AUM in a mixture of wholly owned and joint ownership assets. Our specialist, data-driven platform puts us in a unique position to better underwrite the risk/return profile of the deployment of our capital, as long-term stewards of these destinations.

We also continue to scan the horizon for any outstanding opportunities in top tier cities consistent with our landmark destinations strategy and disciplined approach to capital allocation.

Strategic land: laying the foundations for the future

We have a substantial future opportunity for redevelopment and development across the portfolio and 80 acres of strategic land. For now, we remain focused on the repositioning of our core assets - Cabot Circus including Quaker's Friars, The Oracle, Cergy - and the priority redevelopments at our assets, such as The Ironworks in Dundrum.

These projects are strategically located on existing assets. They introduce new uses including residential to the mix and densify our destinations whilst offering attractive risk-adjusted returns and new and more diverse income streams.

As of today, our ongoing and near-term repositioning projects represent around £100m of GDV at our share, with estimated fully-funded capex spend of c.£55m over the next two years.

Near-term redevelopment projects include the completion of the Ironworks at Dundrum and workspace at Grand Central. These projects have a GDV of around a further £175m at our share. Only the Ironworks is committed to with a remaining spend of £10m at our share.

Medium term opportunities including further c.200-unit residential projects at The Oracle and Dundrum, and the >700-unit opportunity at Edgbaston Street car park comprise around £470m of potential GDV at our share. In the longer-term, there is around £4.4bn of potential GDV from both projects on existing assets such as Brent Cross Southern lands, and standalone opportunities such as Martineau Galleries in Birmingham.

We continue to advance capital light development milestones, such as planning consents and land assembly to create land value, whilst retaining optionality for further capital sourcing and/or investment to exceed our return targets.

Across all our redevelopment and development projects, we will continue to analyse potential alternatives for delivery, depending on market circumstances, physical situation and the context and scale of each opportunity. This could include developing ourselves, as is the case with the Ironworks at Dundrum, working with specialist residential development and/or operating partners which can add value, or potential site sales in cases where we have added value and have liquidity at the right price. Importantly, there is no funding commitment decision required before 2027.

We are hopeful that new central government's focus on the planning and policy environment will increase the viability and potential for these projects, whilst we continue to evaluate investment in these projects against other opportunities as well as other ways to advance development.

Agile platform delivering operating leverage

2024 saw the completion of our new operating model. On-site property management and associated accounting services in the UK, France and Dundrum have been consolidated with proven scale strategic partners.

Today, our platform is 'future-fit' - we are a more agile, collaborative, data-driven and market-facing organisation. We seek to continually anticipate and respond to global and local customer and brand partner demands.

At the same time, we are committed to a high performance, high engagement culture with an emphasis on strategic value creation focused on asset management and delivery, placemaking and the repositioning of our assets. In that regard, it was pleasing to see another reduction in employee attrition.

In 2024, we embedded significant improvements to our leasing tools, platform and ways of working, allowing faster deal flows, better data and greater transparency, with average deal speed now around three times faster than in 2022. We aim to do better.

At the same time, we retendered and rationalised our leasing agents, solidifying key relationships whilst also unlocking growth from specialty leasing and new brand partners outside our existing occupier universe. These changes are driving the elevation in brand mix and bringing in new uses, increasing occupancy, rental tension and ultimately increasing current and new income streams.

Alongside better digital tools and software, we have also invested in AI analytics tools at both Group and asset level. This gives us a market-leading capability to better understand our customers, the value of our space, strengthen our bargaining power and inform our decisions. There is also the potential to generate additional revenue opportunities to grow our top line. We are accelerating our roll out of AI tools in 2025, which is now becoming a major source of competitive advantage. We are excited by the possibilities in front of us.

Bullring has been at the forefront of our investment in this area. For example, we now know that in the final quarter of 2024 alone our brand partners there benefited from 466m brand impressions, and our digital screen impressions reached 139m.

We can now also closely analyse individual events. For example, when the YouTube collective, Sidemen, opened at Bullring in October, we were able to specifically track the addition of 80,000 visitors over that weekend to a previously vacant location, or around 13% of that week's footfall. Our media screens saw a 49% uplift in audience levels, and we could tell it was a younger audience with over 80% of these visitors under 40.

Our platform is now future-fit, lean and scalable, which will enable us to drive further operating leverage as we grow AUM and income, and therefore earnings.

Sustainable and resilient capital structure

We materially strengthened our balance sheet in 2024, concluding the £500m disposal programme in the first half, and exiting our interest in Value Retail in the second half for cash proceeds of €705m (£595m). This takes total proceeds since FY20 to £1.5bn. Reflecting this improvement, Hammerson secured an upgrade from Moody's in August to Baa2, whilst Fitch revised Hammerson's outlook from stable to positive.

In the first half of the year, we repaid £109m of private placement senior notes, and extended the maturity of our undrawn RCF from 2026 to 2027. The refinancing of our only secured debt, in the Dundrum JV, was completed in August with a new €350m facility (our 50% share €175m) which expires in September 2031, at an all-in cost of 5.4%, with a combination of existing and new lenders. The loan is non-recourse to the Group.

In October, we completed the well timed and heavily oversubscribed issue of a 12-year £400m bond, with a coupon of 5.875%, whilst at the same time completing tenders for £412m of bonds, comprising £168m of 6% 2026 bonds and £243m of 7.25% 2028 bonds. The exercise was largely leverage neutral but generated an annualised net interest benefit of £3.6m, reducing our weighted average gross interest rate and extending our weighted average debt maturity.

With net debt of £799m, liquidity of £1.4bn, net debt:EBITDA of 5.8x, LTV of 30% and weighted average debt maturity of 4.7 years as at 31 December 2024, we have one of the strongest balance sheets in the sector.

Our capital allocation framework is consistent. We will maintain a stable and resilient capital structure, with an investment grade credit rating, to maintain access to capital markets.

The strength of our balance sheet provides certainty and security to all stakeholders whilst allowing us to prioritise investment for growth and value creation, and enhance distributions to shareholders.

ESG

We made further progress with our ESG strategy in 2024 and achieved an 8.3% like-for-like reduction in emissions compared with 2023. The reduction was driven by the benefits from our Net Zero Asset Plans which we begun delivering in 2023. We have now reached a 43% reduction compared to our 2019 Baseline and remain committed to achieving Net Zero by 2030. We do this by tackling environmental and building efficiency.

Also, in 2024, we increased our scope and range of social initiatives, a key highlight was our Giving Back Day in June which, for the first time, included both colleagues and partners across all our destinations. In total, our social value investment was £3.5m, a 40% increase on 2023, reflecting our focus on placemaking and activities directly benefiting our local communities.

We continue to enhance our governance activities, with improvement in a number of our external benchmarks and received a score of 100% for GRESB Public Disclosure. We are also in the process of preparing for the new reporting requirements under both CSRD and EU Taxonomy, under which the Group will report in 2025.

Conclusion

We had a strong finish to 2024 in terms of footfall, sales, leasing and redeployment of capital, which has continued into FY25. We have already secured £8.6m of leases in 2025, the pipeline is robust, and discussions are progressing on other acquisitions. We will also see marquee openings in Cabot Circus and The Oracle as we bring major new uses to each of these assets, delivering uplifts in performance matching our experiences and building momentum at Bullring and Dundrum.

Our specialist data-driven platform and disciplined investments will further drive organic growth, benefiting from operating leverage which will flow through to the bottom line.

Notwithstanding the uncertainty in the macroeconomic environment, our portfolio is well positioned to drive rental and earnings growth from the high demand for scarce, relevant space where brands are consolidating.

I would like to thank all Hammerson colleagues for their commitment, ambition and resilience, the Board for their collaborative and rigorous approach, and shareholders for their continued support.

Rita-Rose Gagné

Chief Executive

Financial Review

Overview

2024 has been a decisive year for the Group. We enter 2025 as a reshaped business with a transformed capital structure. In September 2024, we completed the transformational sale of Value Retail for cash proceeds of €705m (£595m) reflecting a 3.4% exit cash yield and an EBITDA multiple of 24x. Since FY20 we have generated £1.5bn of disposal proceeds. We have already begun redeploying capital with the acquisition, in November, of the 50% JV stake in Westquay, Southampton for £135m.

2024 Adjusted earnings were £99m, 15% lower than 2023 due to the impact of disposals. The IFRS loss was £526m (2023: £51m loss), reflecting £497m Value Retail impairment and H124 revaluation loss.

The Directors have recommended a final dividend of 8.07p per share. This brings the full year dividend to 15.63p per share, a 4.2% increase on 2023.

Net assets at 31 December 2024 were £1,821m (2023: £2,463m), the reduction reflecting the sale of Value Retail. EPRA NTA per share was 370p (2023: 508p). Net debt was £527m (40%) lower at £799m reflecting the net impact of disposals and reinvestment. Our credit metrics also improved with Net debt:EBITDA of 5.8x and LTV of 30%.

We secured improved credit ratings from Moody's and Fitch. With the strength of the Group's position, we issued £400m 5.875% bonds and repurchased £412m of bonds (7.1% average interest rate). We also signed a €350m (Group's 50% share €175m) secured loan to refinance the maturing loan in the Dundrum JV.

Presentation of financial information

IFRS vs Management reporting

The Group's property portfolio comprises properties that are either wholly owned or co-owned with third parties. While the Group prepares its financial statements under IFRS, the Group evaluates the performance of its business for internal management reporting on a 'proportionally consolidated' basis which aggregates the following:

- properties, or entities, which are wholly owned or held in joint operations (see notes 1B and 12A to the financial statements for details) and hence where the results and net assets are directly included, on a line-by-line basis, in the IFRS financial statements. These are labelled as 'Reported Group'.

- the Group's share of properties, or entities, which are co-owned within joint ventures or associates that are under the Group's day-to-day management. Under IFRS each are included in separate line items in the income statement ('Share of results of joint ventures'/'Share of results of associates') and balance sheet ('Investment in joint ventures'/'Investment in associates'). The Group's share of results and net assets are labelled 'Share of Property interests'. Note, that for 2024 this only relates to the Group's share of joint ventures as the Group sold its sole associate which it managed, Italie Deux, in March 2023. The Group's other associate, Value Retail was separately reported (see below).

The combination of properties within the Reported Group and Share of Property interests is labelled as the 'Group portfolio'.

Prior to its disposal in September 2024, management did not proportionally consolidate the Group's investment in Value Retail. While the Group exercised significant influence, and accounted for the investment as an associated undertaking, Value Retail was not under the Group's management, was independently financed and had differing operating metrics to the Group's property portfolio. Accordingly, for both IFRS and management accounting purposes the results and financial assets and liabilities were accounted for separately, and it was excluded from the Group's proportionally consolidated key metrics such as net debt or like-for-like rental income growth.

If, in addition to IFRS figures, information is disclosed under management's reporting basis in the Group's financial statements it is clearly labelled as being 'proportionally consolidated'. Further supporting analysis and reconciliations between management and IFRS bases are also included in this Financial Review and in the Additional Information section.

Value Retail impairment and disposal

On 22 July 2024, the Group announced it had entered into a binding sale agreement for the disposal of its entire interests in Value Retail to L Catterton for cash proceeds of €705m (£595m), or £584m after transaction costs. This was a transformational sale for the Group, completed at an attractive price, representing a 3.4% exit cash yield and an EBITDA multiple of 24x.

At the 30 June 2024 interim balance sheet date the Directors concluded that, given the significant progress made towards agreeing and signing the sale agreement, that a sale was 'highly probable' and hence the Group's interests were judged to have met the criteria outlined in IFRS 5 to be reclassified to being 'held for sale' within current assets.

On reclassification to 'held for sale', in accordance with IFRS 5, the Group's interests were remeasured to the lower of the carrying amount and estimated fair value less sale costs at completion, which was expected in the second half of the year. The fair value was based on the contracted sale proceeds, less estimated transaction costs, and the remeasurement resulted in a £483m impairment loss being recognised in the first half of the year. Also, upon reclassification, equity accounting ceased.

The sale completed on 18 September 2024, and over the period between 30 June and completion the impairment was reduced by £11m, reflecting changes in foreign exchange, distributions and the removal of an allowance for potential tax associated with the disposal. Further details are in note 9 to the financial statements.

In addition, the operations of Value Retail represent a separate major line of the business and therefore has been treated as a discontinued operation. The results for the current and prior financial periods have been separately disclosed from the continuing segments of the business.

Derecognition of Highcross and O'Parinor

As explained in last year's Financial Review, during 2023, following the actions of the secured lenders on Highcross and O'Parinor, the Group no longer had joint control over these two joint ventures and derecognised its share of assets and liabilities. These two joint ventures had a total of £125m of borrowings secured against their individual property interests, which were both non-recourse to the Group.

For Highcross, there was no loss on derecognition as the joint venture investment had previously been fully impaired. For O'Parinor, the derecognition resulted in a £22m impairment charge recognised in 2023.

In February 2024, the lender on O'Parinor subsequently sold the property held by the joint venture. The Group did not receive any recovery of its fully impaired joint venture investment. As part of the disposal process, the Group sold ancillary wholly-owned units at the asset for £6m, which was in line with the December 2023 book value.

Alternative performance measures ('APMs')

The Group uses a number of APMs, being financial measures not specified under IFRS, to monitor the performance of the business. Many of these measures are based on the EPRA Best Practice Recommendations ('BPR') reporting framework which aims to improve the transparency, comparability and relevance of the published results of listed European real estate companies. Key EPRA measures include EPRA earnings and three EPRA net asset metrics. In September 2024, EPRA issued updated EPRA earnings guidelines within its BPR. These included the addition of two new adjustment categories relating to funding structures and non-operating and exceptional items. In relation to EPRA earnings, the Group will adopt these new guidelines for its next reporting period, beginning 1 January 2025. Details on the EPRA BPR can be found on www.epra.com and the Group's EPRA metrics are shown in Table 1 of the Additional Information.

In addition to presenting the Group's results on an IFRS and EPRA basis, we also present the results on a 'Headline' and 'Adjusted' basis. The former measure is calculated in accordance with the requirements of the Johannesburg Stock Exchange listing requirements. The 'Adjusted' basis reflects the underlying operations of the business and is calculated on a proportionally consolidated basis.

The Adjusted basis also excludes capital and non-recurring items such as revaluation movements, gains or losses on the disposal of properties or investments, as well as other items which the Directors do not consider to be part of the day-to-day operations of the business. Such items are in the main reflective of those excluded for EPRA earnings, but additionally exclude a small number of 'Company only' adjusting items which are deemed not to be reflective of the normal routine operating activities of the Group and have been applied consistently in both accounting periods. We believe that disclosing such non-IFRS measures enables evaluation of the impact of such items on results to facilitate a fuller understanding of performance from period to period.

For 2024, EPRA earnings were £86.1m (2023: £102.8m). The Group had three 'Company only' adjusting items to EPRA earnings totalling £12.9m (2023: £13.5m) as follows:

- the inclusion of a credit of £7.5m reflecting the Group's share of Value Retail's Adjusted earnings over the period from reclassification to an asset held for sale on 30 June 2024 to the date of disposal on 18 September 2024. The adjustment, which is not recognised under IFRS, as equity accounting ceased on reclassification to held for sale, has been calculated on a consistent basis to when the investment in Value Retail was accounted for as an associate. See note 9 to the financial statements for further details.

- the exclusion of a £4.9m charge (2023: £13.2m) in respect of business transformation costs as the Group continues its implementation of strategic change and refining its operating model. For 2024, this charge principally comprises digital transformation costs.

- the exclusion of a £0.5m one-off charge associated with fees incurred on winding up the Group's principal defined benefit pension scheme.

A reconciliation from loss for the year under IFRS to Adjusted, EPRA and Headline earnings is set out in note 10A to the financial statements.

Other APMs used by the Group cover key operational, balance sheet and credit related metrics, including like-for-like analysis, cost ratios, total accounting return, net debt and associated credit metrics: Net debt:EBITDA, gearing, loan to value and interest cover. Reconciliations of these APMs to the IFRS figures in the financial statements are included in the Additional Information section.

Income statement

The table below sets out the reconciliation of the Group's Adjusted earnings of £99.0m (2023: £116.3m) to the IFRS loss for the year of £526.3m (2023: £51.4m loss). It also splits the Group's results between those from wholly owned properties or entities, or in joint operations, labelled the 'Reported Group', and the Group's share on a proportionally consolidated basis of its joint ventures and associates which are under the Group's management and labelled 'Share of Property interests'.

In 2024, the Group's IFRS loss increased by £474.9m predominately due to the impairment of the Group's investment in Value Retail associated with its disposal in September 2024.

On an Adjusted basis, earnings decreased by £17.3m to £99.0m (2023: £116.3m). Gross rental income was £19.4m lower, principally due to disposals over the previous 24 months. Gross administration costs were £8.0m, or 16%, lower reflecting reduced headcount and corporate costs.

The Group's share of Value Retail Adjusted earnings reduced by £12.9m due to the sale of the investment in September 2024. This was offset by £13.6m lower Adjusted net finance costs, reflecting reduced debt levels and increased income from cash deposits and derivatives benefiting from the higher interest rate environment.

Further analysis of the Group's results is set out in note 2A to the financial statements and details on reconciling items between Adjusted earnings and IFRS loss are in note 10A to the financial statements.

Analysis of Adjusted earnings and IFRS loss for the year

Proportionally consolidated, including continuing and discontinued operations	Note¹	Reported Group £m	Share of Property interests £m	2024 Total £m	Reported Group £m	Share of Property interests £m	2023 Total £m	Change £m
Adjusted earnings analysis:
Gross rental income	4	81.8	107.2	189.0	92.8	115.6	208.4	(19.4)
Net service charge expenses and cost of sales	5	(20.9)	(22.1)	(43.0)	(17.0)	(23.9)	(40.9)	(2.1)
Net rental income		60.9	85.1	146.0	75.8	91.7	167.5	(21.5)
Gross administration expenses	5A	(43.5)	-	(43.5)	(51.1)	(0.4)	(51.5)	8.0
Other income	4	10.7	0.3	11.0	14.9	-	14.9	(3.9)
Profit from operating activities		28.1	85.4	113.5	39.6	91.3	130.9	(17.4)
Value Retail earnings	9	19.2	-	19.2	32.1	-	32.1	(12.9)
Income from other investments		1.1	-	1.1	-	-	-	1.1
Operating profit		48.4	85.4	133.8	71.7	91.3	163.0	(29.2)
Net finance costs	6	(28.7)	(3.6)	(32.3)	(41.1)	(4.8)	(45.9)	13.6
Tax charge	7	(2.5)	-	(2.5)	(0.7)	(0.1)	(0.8)	(1.7)
Adjusted earnings		17.2	81.8	99.0	29.9	86.4	116.3	(17.3)
Reconciliation to IFRS Loss for the year:
Revaluation losses - Group portfolio	12	(20.6)	(70.8)	(91.4)	(45.2)	(73.9)	(119.1)	27.7
Revaluation losses - Value Retail	9	(24.9)	-	(24.9)	(7.7)	-	(7.7)	(17.2)
(Loss)/profit on sale of properties/joint ventures	8	(9.2)	-	(9.2)	1.3	(19.1)	(17.8)	8.6
Impairment of joint venture	8	-	-	-	(22.2)	-	(22.2)	22.2
Impairment of Value Retail	9	(471.9)	-	(471.9)	-	-	-	(471.9)
(Premium)/Discount on redemption of bonds	6	(25.5)	-	(25.5)	4.3	-	4.3	(29.8)
Business transformation costs	5A	(4.9)	-	(4.9)	(13.2)	-	(13.2)	8.3
Other	10A	4.7	(2.2)	2.5	9.9	(1.9)	8.0	(5.5)
IFRS Loss for the year		(535.1)	8.8	(526.3)	(42.9)	(8.5)	(51.4)	(474.9)
(Loss)/earnings per share				pence			pence	pence
Basic	11B			(106.0)			(10.3)	(95.7)
Adjusted	11B			19.9			23.4	(3.5)

1 Note references are to notes to the financial statements.

Rental income

Analysis of rental income

Proportionally consolidated	Gross rental income £m	Change in like-for-like	Adjusted net rental income £m	Change in like-for-like
Year ended 31 December 2023	208.4		167.5
Like-for-like income change:
- UK	(0.1)	(0.1)%	(0.2)	(0.5)%
- France	4.0	7.8%	1.8	4.2%
- Ireland	(1.3)	(3.4)%	(2.3)	(6.3)%
Group like-for-like income change	2.6	1.6%	(0.7)	(0.5)%
Disposals	(21.3)		(15.9)
Acquisitions	2.5		1.7
Developments and other	(0.5)		(4.2)
Foreign exchange	(2.7)		(2.4)
Year ended 31 December 2024	189.0		146.0

Gross rental income

Like-for-like gross rental income increased by £2.6m, or 1.6% in 2024. As anticipated at the time of the 2023 results announcement, UK GRI was adversely impacted by the significant repositioning works ongoing at Cabot Circus and The Oracle. Excluding these assets, GRI growth for the Group was 3.0%, or for the remaining UK flagship assets was 3.1%, with the strongest growth at Westquay at 5.8%. In France, GRI was £4m, or 7.8% higher, with growth from indexation and lease renewals at Les Terrasses du Port. In Ireland, GRI was 3.4% lower, with a reduction in base rent in 2024 associated with occupier mix changes at Dundrum and the renewal of an over-rented anchor store at Ilac.

Disposals reduced income by £21.3m, principally Union Square in 2024 and Italie Deux and O'Parinor in 2023. This was partly offset by £2.5m of income from the acquisition of our JV partners' 50% interest in Westquay in November 2024.

Finally, year-on-year GRI was adversely impacted by foreign exchange movements totalling £2.7m and lower income from our Developments and other portfolio of £0.5m.

Adjusted net rental income

Group like-for-like adjusted net rental income was £0.7m, or -0.5% lower. As with like-for-like GRI, NRI was impacted by repositioning works. Excluding Cabot Circus and The Oracle, the rest of the portfolio grew by 0.2%, or 1.4% for the UK. In France, like-for-like NRI was 4.2% higher. This was driven by the strong GRI performance, partly offset by the impact of occupier failure in the first half of the year, predominately at Les 3 Fontaines. Ireland NRI was -6.3%, due to the lower GRI and a strong comparative in 2023 which benefited from bad debt reversals as collection rates improved.

For FY24, the flagship like-for-like NRI:GRI ratio was 82%, with UK at 78%, France at 82% and Ireland, the highest, at 88%. This ratio will improve as repositioning works are completed and further leasing increases occupancy.

Disposals reduced adjusted NRI by £15.9m, partly offset by £1.7m of income in the final quarter of the year from the 50% acquisition of Westquay.

NRI from our Developments and other portfolio was £4.2m lower. Key factors were reduced income from Martineau Galleries as we actively position the project for future development and a rent settlement received in 2023 in relation to the Les 3 Fontaines extension project. Adverse foreign exchange also reduced NRI by £2.4m.

Further analysis of gross and net rental income by segment is provided in note 3 to the financial statements and Tables 3 and 4 of the Additional Information.

Passing rent

At 31 December 2024, the Group's passing rent totalled £182.4m (2023: £187.8m), the reduction due principally to the disposal of Union Square in March.

On a like-for-like basis, flagship passing rent was up 1.5%. In the UK and France passing rent grew by 1.3% and 4.2% respectively. In Ireland, consistent with the GRI performance, passing rent fell by 1.6%.

Administration expenses

Proportionally consolidated	2024 £m	2023 £m
Employee costs	28.7	35.3
Other corporate costs	14.8	16.2
Adjusted gross administration costs	43.5	51.5
Property fee income	(6.3)	(8.4)
Joint venture and associate management fee income	(4.7)	(6.5)
Other income	(11.0)	(14.9)
Adjusted net administration expenses	32.5	36.6
Business transformation costs	4.9	13.2
Total net administration expenses	37.4	49.8

During 2024, Adjusted gross administration expenses decreased by £8.0m, or 16% compared to 2023. This reflected the Group's continued focus on cost reduction.

This reduction was comfortably ahead of our 10% target. Since FY20 we have reduced gross administration costs by £24.3m, or 36%.

The most significant elements of the cost reduction in the year were:

- Employee costs which were £6.6m (19%) lower reflecting the organisational restructuring and simplification of the Group's operating model.

- Average headcount, excluding employees recharged to occupiers, reduced from 175 in 2023 to 134 in 2024.

- Other corporate costs, comprising mainly professional fees, premises and IT-related costs, fell by £1.4m (9%). The two most significant areas of savings were premises costs of £0.9m, with the French team moving to smaller offices; and a decrease of £0.4m in corporate insurances, with the most significant reduction being in Directors' and Officers' insurance premiums reflecting the Group's strengthened financial position.

Business transformation costs of £4.9m in 2024 comprised mainly IT-related costs for contractors and consultants to deliver the Group's digitalisation and automation programme. These activities were one of the key workstreams of the Group's strategic and operational review undertaken in 2021 and hence do not reflect underlying trading and have been excluded from the Group's Adjusted earnings. This transformation programme is due to complete in 2025.

Other income, from property management fees and joint venture management fees was £3.9m lower in 2024. This reduction was due to lost fee income from disposals, particularly in France, over the last two years.

Loss on sale of properties

In the first half of the year, we realised cash proceeds of £117m from property disposals, with £111m raised from the sale of Union Square, Aberdeen and £6m raised from the disposal of ancillary units at O'Parinor. These two disposals were at an average 8% discount (based on cash proceeds) to 31 December 2023 book value. After taking account of selling costs, the total loss from disposals for the year was £9m (2022: £18m loss).

The sale of Union Square completed the Group's £500m non-core disposal programme started in 2022. In total since FY20, including Value Retail, we have raised cash proceeds from disposals of £1.5bn to reshape the portfolio and strengthen the balance sheet.

Share of results of joint ventures

A listing of our interests in joint ventures is included in note 13A to the financial statements. On an IFRS basis, the Group's share of results in 2024 was £8.8m (2023: £9.4m).

On an Adjusted basis, our share of results from joint ventures was £81.8m (2023: £86.4m). The £4.6m year-on-year reduction was principally due to the disposal of the Group's investments in Croydon and the derecognition of O'Parinor both in 2023.

Given that four out of five of our UK flagship destinations and Dundrum, the largest asset of our Ireland flagships, are held in joint ventures, the financial and operating performance of these assets is consistent with the proportionally consolidated performance explained in this Financial Review and shown in the Additional Information.

Value Retail ‒ Discontinued operations

As explained in the Presentation of Financial Information section in the Financial Review below, due to the disposal in September 2024 of the Group's investment in Value Retail for cash proceeds of €705m (£595m), the Group's share of results for Value Retail for both 2024 and 2023 have been re-presented as 'Discontinued operations'.

On an IFRS basis, the loss from discontinued operations was £481.5m in 2024 (2023: £14.8m profit). This loss principally reflected the net £472m impairment charge recognised against the carrying value of Value Retail when it was reclassified to an 'asset held for sale' in June 2024. In addition, the Group's share of Value Retail's property portfolio suffered a revaluation loss of £25m in the first half of the year.

On an Adjusted basis, our share of Value Retail's results up until the date of sale was £19.2m, £12.9m lower than in 2023.

Net finance costs

			2024			2023
Proportionally consolidated	Reported Group £m	Share of Property interests £m	Total £m	Reported Group £m	Share of Property interests £m	Total £m
Adjusted finance income	40.0	4.8	44.8	30.9	4.1	35.0
Adjusted finance costs	(68.7)	(8.4)	(77.1)	(72.0)	(8.9)	(80.9)
Adjusted net finance costs	(28.7)	(3.6)	(32.3)	(41.1)	(4.8)	(45.9)
(Premium)/Discount on redemption of bonds	(25.5)	-	(25.5)	4.3	-	4.3
Change in fair value of derivatives	(1.2)	(2.2)	(3.4)	0.7	(1.8)	(1.1)
IFRS net finance costs	(55.4)	(5.8)	(61.2)	(36.1)	(6.6)	(42.7)

Adjusted net finance costs were £32.3m, a decrease of £13.6m, or 30%, compared with 2023. The decrease was driven by the benefits of deleveraging since the start of 2023, early repayment of debt utilising proceeds from disposals, and higher interest income from cash deposits and derivatives benefiting from the higher interest rate environment.

In October 2024, we issued a £400m 5.875% bond maturing in 2036. The proceeds were used to repurchase, via a tender offer, £411.6m of the Group's bonds, comprising £168.4m of 6.0% bonds maturing in 2026 and £243.2m of 7.25% bonds maturing in 2028. This combined refinancing activity reduced net finance costs by £3.6m per annum and increased the Group's weighted average debt maturity by 2.3 years, such that it was 4.7 years at 31 December 2024.

The repurchase resulted in a redemption premium of £25.5m which, as per EPRA guidelines, has been excluded from the Group's Adjusted earnings.

Tax

Due to the Group having tax exempt status in its operating countries the tax charge, on a proportionally consolidated basis, remained low at £2.5m (2023: £0.8m). The £1.7m year-on-year increase was due to the Group's high level of interest income on heightened cash reserves, which could not be fully sheltered from tax under the REIT rules.

The tax charge reflects that the Group benefits from being a UK REIT and French SIIC with its Irish assets being held in a QIAIF. The Group is committed to remaining in these tax exempt regimes and further details on these regimes are given in note 7 to the financial statements. In order to satisfy the REIT conditions, the Company is required, on an annual basis, to pass certain business tests. The Group is expected to meet all requirements for maintaining its REIT status for the year ended 31 December 2024.

Dividends

Following the disposal of Value Retail, the Board announced a new policy to increase the Group's payout ratio for Adjusted earnings from 60-70% to a new sustainable dividend policy of 80-85%.

In line with this new policy, the Board is recommending a final 2024 cash dividend of 8.07p per share. Subject to approval by shareholders at the 2025 AGM, the final dividend is payable as an ordinary dividend on 3 June 2025 to shareholders on the register on 25 April 2025.

When combined with the interim cash dividend of 7.56p per share paid in September as a PID, the total 2024 dividend per share is 15.63p, a 0.63p (4.2%) increase on 2023.

Share buyback

Following the sale of Value Retail, the Company announced the commencement, on 16 October 2024, of a share buyback programme of up to £140m.

In 2024, 7.0m shares were repurchased and cancelled under the programme for total consideration of £20.9m.

Net assets

A detailed analysis of the balance sheet on a proportionally consolidated basis is set out in note 2B to the financial statements with a summary reconciling to EPRA NTA set out in the table below:

				2024				2023
Summary net assets, proportionally consolidated	Reported Group £m	Share of Property interests £m	EPRA adjustments £m	EPRA NTA £m	Reported Group £m	Share of Property interests £m	EPRA adjustments £m	EPRA NTA £m
Investment properties	1,487	1,172	-	2,659	1,396	1,380	-	2,776
Investment in joint ventures	1,088	(1,088)	-	-	1,193	(1,193)	-	-
Investment in associates - Value Retail	-	-	-	-	1,115	-	79	1,194
Trade receivables	33	18	-	51	28	15	-	43
Net debt¹	(734)	(65)	4	(795)	(1,163)	(163)	-	(1,326)
Other net liabilities	(53)	(37)	-	(90)	(106)	(39)	-	(145)
Net assets	1,821	-	4	1,825	2,463	-	79	2,542

EPRA NTA per share²				£3.70				£5.08

1 See Table 12 in Additional Information for further details.

2 EPRA adjustments in accordance with EPRA best practice, principally in relation to deferred tax and fair value of derivatives, as shown in note 10B to the financial statements. 2023 EPRA NTA per share restated for 1 for 10 share consolidation.

During 2024, IFRS net assets reduced by £642m to £1,821m (2023: £2,463m). Net assets, calculated on an EPRA Net Tangible Assets (NTA) basis, were £1,825m, or £3.70 per share, a reduction of £1.38 compared to 31 December 2023 and is equivalent to a total accounting return of -24.2% (see Table 21 in Additional Information). The key components of the movement in Reported Group net assets and EPRA NTA are shown in the table below:

Movement in net assets

Proportionally consolidated		IFRS net assets £m	EPRA adjustments £m	EPRA NTA £m	EPRA NTA per share £
1 January 2024		2,463	79	2,542	5.08
Property revaluation - Group portfolio		(91)	-	(91)	(0.18)
Adjusted earnings		99	-	99	0.20
Value Retail - Impairment losses on disposal of Value Retail		(472)	(79)	(551)	(1.11)
	- Revaluation losses	(25)	-	(25)	(0.05)
Loss on sale of properties		(9)	-	(9)	(0.02)
Premium on redemption of bonds		(26)	-	(26)	(0.05)
Dividends		(77)	-	(77)	(0.15)
Share buyback		(21)	-	(21)	0.01¹
Foreign exchange and other movements		(20)	4	(16)	(0.03)
31 December 2024		1,821	4	1,825	3.70

1 Reflects accretion associated with the Group's share buyback programme launched in October 2024.

Property portfolio analysis

Movements in property valuation

Proportionally consolidated	UK £m	France £m	Ireland £m	Flagships destinations £m	Developments and other £m	Group portfolio £m
At 1 January 2024	863	1,003	630	2,496	280	2,776
Foreign exchange losses	-	(47)	(27)	(74)	(5)	(79)
Acquisitions	141	-	-	141	-	141
Disposals	(122)	(6)	-	(128)	-	(128)
Yield	4	-	(80)	(76)	-	(76)
Income	13	4	(3)	14	1	15
Development and other costs	-	-	-	-	(30)	(30)
Revaluation gains/(losses)	17	4	(83)	(62)	(29)	(91)
Capital expenditure	16	10	2	28	12	40
At 31 December 2024	915	964	522	2,401	258	2,659

At 31 December 2024, the Group's portfolio was valued at £2,659m (2023: £2,776m). The acquisition of Westquay for £141m, including costs, was offset by the impact from disposals of £128m, principally Union Square, and foreign exchange translation losses of £79m. On a like-for-like basis, UK values were up 4.2%, France was 1.5% higher, while Ireland values were 13.3% lower. Further valuation analysis is included in Table 9 of the Additional Information.

Revaluation gains/(losses)

UK flagships reported a £17m gain. Yields were broadly flat, although Westquay saw a 10bp inward movement post acquisition, equivalent to £4m. The strong leasing performance saw ERVs marked up and produced a £13m gain.

In France, we achieved a revaluation gain of £4m, all from increased ERVs as yields were unchanged. Ireland reported a £83m revaluation loss, with £80m due to outward yield shift of 90bps. The valuers cited the sale of Blanchardstown as the key transaction providing the evidence for higher yields.

The Developments and other portfolio recorded a £29m revaluation loss. Grand Central suffered the most significant reduction of £11m associated with an allowance for future repair works at the asset. Martineau Galleries in Birmingham recorded a £6m writedown as the valuers updated forecast yields for the future office element of the scheme. The remainder of the loss was due to subdued land prices and additional project costs being factored into residual appraisals.

In total, we recognised a portfolio revaluation loss of £91m in 2024.

Capital expenditure

Capital expenditure totalled £40m in 2024, of which £28m was on the Flagship portfolio reflecting repositioning and reconfiguration works. In the UK, we are repositioning Cabot Circus with the former House of Fraser department store let to M&S and the vacant cinema being reconfigured into a new right-sized Odeon cinema with the remaining space reconfigured for exciting new leisure offers. At The Oracle, the former House of Fraser store is being split into three new units. Two of these units have been let to Hollywood Bowl and TK Maxx and we are in advanced discussions on the final unit.

£10m was invested in our two French destinations to support the strong leasing performance and refresh Les Terrasses du Port, which celebrated its 10th anniversary in May. £12m was invested in our Developments and other portfolio, the majority (£9m) was spent on the on-site development of the Ironworks residential scheme at Dundrum which topped-out in October ahead of its official sales launch later in 2025. The remaining expenditure was focused on initiatives to progress masterplanning and planning permissions on projects integral to our destinations. Table 10 in Additional information analyses the spend between the creation of additional area and that relating to the enhancement of existing space.

External valuers

During 2024, the Group's external valuations continue to be conducted by CBRE Limited ('CBRE'), Cushman and Wakefield DTL Limited ('C&W') and Jones Lang LaSalle Limited ('JLL'), providing diversification of valuation expertise across the Group. At
31 December 2024 the majority of our UK flagship destinations have been valued by JLL and CBRE, the French portfolio by JLL, and the Irish portfolio and Brent Cross have been valued by C&W. This is unchanged from 31 December 2023.

The Board has decided to change valuers for a number of the Group's properties with effect from 1 January 2025. These changes ensure compliance with RICS new mandatory rotation rules and demonstrate good governance.

In 2024, the Group's investment markets continued to polarise. Key areas of differentiation were asset quality in terms of occupier and customer demand, and future capital expenditure requirements.

There have been an increased number of shopping centre transactions over the course of the year. The valuers cited key deals influencing their yield judgements as the bids on St. James Quarter, Edinburgh; the 50% transaction of Centre MK, Milton Keynes; Landsecs' acquisition of Liverpool ONE; URW's sale of a minority stake in Forum des Halles in Paris; and the Goldman Sachs' sale of Blanchardstown, Dublin.

Like-for-like ERV¹

Flagship destinations	2024 %	2023 %
UK	2.3	1.8
France	1.9	2.5
Ireland	0.8	0.2
	1.8	1.7

1 Calculated on a constant currency basis for properties owned throughout the relevant reporting period.

Like-for-like ERVs grew by 1.8% during 2024 with the UK achieving the highest uplift at 2.3%. There was strong alignment between ERV growth and investment in the form of recent or ongoing repurposing and repositioning, with the strongest growth at Bullring and Cabot Circus. In 2024, we signed 127 permanent leases across the UK portfolio at an average net effective rent 20% above prevailing ERVs.

ERVs in France grew by 1.9%, driven by indexation and leasing demand at both of our two wholly owned assets. At Les Terrasses du Port we have completed 95% of the lease renewals which fell due in May 2024, the 10th anniversary of the destination opening. The new deals have been signed at an average of 5% above ERV and 3% above the previous passing rent.

In Ireland, ERVs were up 0.8%. The lower vacancy levels in the Irish portfolio can mean that it is more challenging to provide multiple sources of evidence for the valuers to mark up ERVs. Nonetheless, we signed 37 permanent leases at an average net effective rent 9% above prevailing ERVs. We also have a strong leasing pipeline, particularly at Dundrum which has benefited from recent investment, the most significant project being the opening of Brown Thomas in the former House of Fraser unit in February 2023.

Property returns analysis

The Group portfolio generated a total property return of 2.1%, comprising an income return of 5.7% partly offset by a capital return of -3.4%. The split by portfolio is shown in the table below.

						2024
Proportionally consolidated	UK %	France %	Ireland %	Flagship destinations %	Developments and other %	Group portfolio %
Income return	7.9	4.5	6.0	6.0	2.9	5.7
Capital return	0.8	0.5	(13.4)	(3.0)	(7.0)	(3.4)
Total return	8.7	5.1	(8.1)	2.9	(4.3)	2.1

Shareholder returns analysis

Total shareholder return over period

Total shareholder return

Cash basis¹ %

Total shareholder return

Scrip basis¹ %

Benchmark²
%

One year

3.9

n/a

(15.8)

Four years

25.8

64.5

(27.0)

1 Cash and scrip bases represent the return assuming investors opted for either cash or scrip dividends with the assumption that those opting for scrip dividends continued to hold the additional shares issued.

2 Benchmark is the FTSE EPRA/NAREIT UK index.

The Group's total shareholder return in 2024 was 3.9%, outperforming the FTSE EPRA/NAREIT UK index which fell by -15.8%. Over four years, the Group also strongly outperformed the benchmark of -27.0% with absolute total shareholder returns of 25.8% and 64.5% on a cash and scrip basis, respectively.

Investment in joint ventures and associates

Details of the Group's joint ventures are shown in note 13 to the financial statements. The Group's only associate, Value Retail, was sold in September 2024.

During the year, our investment in joint ventures decreased by £105m to £1,088m (2023: £1,193m). The Group's acquisition of the 50% joint venture stake in Westquay in November reduced the investment by £142m. Revaluation losses were £71m, principally relating to Dundrum, Dublin which suffered a 90bp outward yield shift in 2024. Cash distributions to the Group were £38m.

These reductions were then partly offset by the Group's share of Adjusted earnings of £82m and capital investment of £85m, in relation to the refinancing of the Dundrum secured loan.

Trade receivables

Collection rates remained high over the course of the year such that 97% of the rental income due in 2024 (as at

20 February 2025) has been collected.

On a proportionally consolidated basis, net trade receivables at 31 December 2024 were £51m (2023: £41m), reflecting gross trade receivables of £67m (2023: £60m) against which a provision of £16m (2023: £19m) has been applied.

Pensions

In June 2024, the Group's UK defined benefit scheme (the 'Scheme') was wound up. This followed the purchase of a bulk annuity policy ('buy-in') in December 2022 with Just Retirement Limited to fully insure all future payments to members of the Scheme.

The Trustees of the Scheme triggered the winding-up of the Scheme in December 2023 allowing the Company to terminate its liability to make further contributions to the Scheme. In the first half of 2024, the Trustees completed the assignment of the bulk annuity policy to individual Scheme members and transferred the administration to Just Retirement Limited.

The winding up process resulted in a cost of £0.5m, which, given the one-off nature of this action has been excluded from the Group's Adjusted earnings.

Financing overview

Financing and cash flow

Key financial metrics

Proportionally consolidated unless otherwise stated			Calculation (References to Additional Information)	2024	2023
Net debt			Table 12	£799m	£1,326m
Liquidity				£1,417m	£1,225m
Weighted average interest rate - net debt				2.0%	2.4%
Weighted average interest rate - gross debt				3.5%	3.3%
Weighted average maturity of debt				4.7 years	2.5 years
FX hedging				90%	91%
Net debt:EBITDA			Table 14	5.8x	8.0x
Loan to value			Table 17	30%	34%
Loan to value - Full proportional consolidation (of Value Retail)1			Table 17	30%	44%
Fixed rate debt as a proportion of total debt				100%	84%
Metrics with associated financial covenants		Covenant
Interest cover		≥ 1.25x	Table 15	5.03x	3.91x
Gearing -	Bonds maturing in 2025, 2027 and 2036	≤ 175%	Table 16	45%	55%
-	Bonds maturing in 2026 and 2028, senior notes and revolving credit facilities	≤ 150%	Table 16	45%	55%
Unencumbered asset ratio - Senior notes only		≥ 1.5x	Table 19	3.23x	2.04x
Secured debt/equity shareholders' funds - All bonds, senior notes and revolving credit facilities		≤50%		8%	11%

1 Up until the sale of Value Retail in September 2024, the 'loan' included the Group's share of Value Retail's net debt and 'value' included the Group's share of Value Retail's values. At 31 December 2024, this metric is the same as Loan to Value.

In 2024, net debt reduced by 40% to £799m at 31 December 2024 driven by disposal proceeds, the most significant being from the transformational sale of Value Retail for €705m (£595m). This strengthened the Group's financial position and we achieved improved credit ratings from Moody's and Fitch. At 31 December 2024, net debt:EBITDA was 5.8x (2023: 8.0x) and LTV was 30% (2023: 34%).

At 31 December 2024, net debt comprised loans of £1,615m, less the fair value of currency swaps of £2m and cash and cash equivalents of £814m, of which £738m is held by the Reported Group. Liquidity totalled £1,417m (2023: £1,225m) comprising cash and unutilised committed credit facilities.

Key financing activity in the year included:

- in January, we repaid £109m of maturing senior notes from existing cash balances.

- in March, we obtained lender consent to extend £463m of the Group's revolving credit facilities by one year such that they now mature in 2027.

- in April, we entered into £338m of interest rate swaps to lock in finance income at an average rate of 4.7% on cash deposits matching the value of bonds maturing in October 2025.

- in August, we arranged a €350m (Group's 50% share €175m) secured loan to refinance the maturing loan held by the Dundrum joint venture. The new loan matures in 2031 with an all-in cost of 5.4% and is non-recourse to the Group.

- in October, we issued £400m of 5.875% bonds maturing in 2036. The issue commanded strong demand, with a peak order book in excess of £2.6bn, equivalent to seven times the final issue. The new issue proceeds were used to repurchase, via tender, £411.6m of the Group's bonds at an average interest rate of 7.1%. The repurchased bonds comprised £168.4m of 6% bonds maturing in 2026 and £243.2m of 7.25% bonds maturing in 2028. The combined refinancing resulted in an net interest saving of £3.6m p.a. and increased the Group's average debt maturity by 2.3 years, such that it was 4.7 years at 31 December 2024.

Financing strategy

The Group is committed to maintaining a sustainable and resilient capital structure with an Investment Grade credit rating. Our financing strategy is to borrow predominantly on an unsecured basis to maintain flexibility. Secured loans are occasionally used, principally in conjunction with joint venture partners. We ensure that all secured debt is non-recourse to the rest of the Group.

The Group's debt is arranged to maintain access to short-term liquidity and long-term financing. Short-term liquidity is principally through syndicated revolving credit facilities. Long-term debt comprises the Group's fixed rate unsecured bonds and private placement senior notes. Acquisitions may initially be financed using short-term funds before being refinanced with longer-term funding depending on the Group's financing position in terms of maturities, future commitments or disposals, and market conditions.

Derivative financial instruments are used to manage exposure to fluctuations in foreign currency exchange rates and interest rates but are not employed for speculative purposes.

The Board regularly reviews the Group's financing strategy and approves financing guidelines against which it monitors the Group's financial structure. Where there is any non-compliance with the guidelines, this should not be for an extended period.

Managing foreign exchange exposure

The Group's exposure to foreign exchange translation differences on euro-denominated assets is managed through a combination of euro borrowings and derivatives. At 31 December 2024, the value of euro-denominated liabilities as a proportion of the value of euro-denominated assets was 90% (2023: 91%).

Interest on euro-denominated debt also acts as a partial hedge against exchange differences arising on net income from our overseas operations. Sterling strengthened against the euro during the year by 5%.

Borrowings and covenants

The terms of the Group's unsecured borrowings contain a number of covenants which provide protection to the lenders and bondholders as set out in the Key financial metrics table above. At 31 December 2024, the Group had significant headroom against these metrics.

In addition, Dundrum's secured debt facility contains specific covenants on loan to value and interest cover. Again, at 31 December 2024, there was significant headroom and there is no recourse to the Group.

Credit ratings

Following the disposal of Value Retail in September 2024, Moody's upgraded the Group's investment grade long-term debt rating from Baa3 to Baa2. Fitch improved the outlook on their BBB issuer default rating (senior unsecured debt rating at BBB+) from stable to positive.

Cash flow and net debt

Proportionally consolidated net debt

Movement in proportionally consolidated net debt, £m

http://www.rns-pdf.londonstockexchange.com/rns/4569Y_1-2025-2-25.pdf

On a proportionally consolidated basis, net debt decreased by 40% to £799m (2023: £1,326m).

The Value Retail disposal raised £584m of net proceeds, with other disposals, principally Union Square, raising a further £117m. Cash generated from operations of £102m comprised profit from operating activities of £109m less a net £7m reduction in working capital and other non-cash items. We also received £19m of distributions from Value Retail in the year.

These cash inflows were partly offset by £141m for the acquisition of the 50% stake in Westquay, £83m of cash dividends paid in the year, £47m of capital expenditure and £65m relating to a £26m premium paid on the redemption of £412m bonds and £39m of net interest payments.

Debt and facility profile

Maturity profile of loans and facilities

Proportionally consolidated at 31 December 2024, £m

http://www.rns-pdf.londonstockexchange.com/rns/4569Y_2-2025-2-25.pdf

The Group's weighted average maturity of debt is 4.7 years (2023: 2.5 years). As at 31 December 2024, the unsecured bonds maturing in 2025 and 2026 and senior notes maturing in 2026, totalling £438.8m, are fully covered by existing cash within the Group.

Maturity analysis of loans and reconciliation to net debt

Loan	Maturity¹	2024 £m	2023 £m
Sterling bonds	2025-2036	828.7	840.6
Sustainability-linked euro bond	2027	574.1	600.8
Unamortised facility fees	2026-2027	(1.8)	(2.2)
Senior notes (private placements)	2026-2031	73.2	185.3
Total loans - Reported Group		1,474.2	1,624.5
Secured borrowing²	2031	141.2	260.0
Total loans - proportionally consolidated		1,615.4	1,884.5
Cash and cash equivalents		(814.2)	(569.6)
Fair value of currency swaps		(2.2)	11.4
Net debt - proportionally consolidated		799.0	1,326.3

1 Maturity for loans at 31 December 2024.

2 Secured loan held by Dundrum joint venture.

Risks and uncertainties

The Board continually reviews and monitors the principal risks and uncertainties which could have a material effect on the Group's results. Following a detailed review of the Group's principal risks in the year, the Board concluded upon nine risks, a reduction from the previously reported fourteen. The nine principal risks are listed below with details set out for each risk. These reflect where the Group is strategically and the external factors which may affect them. Full disclosure of the risks, including the factors which mitigate them, is set out within the Risk and Uncertainties section of the Annual Report 2024.

Principal risk	Residual risk level	Explanation
Macroeconomic & geopolitical	High	Adverse changes to the geopolitical landscape and macroeconomic environment in which the Group operates have the potential to hinder the ability to deliver the strategy and financial performance.
Occupational markets	Medium	The Group fails to anticipate and address structural market changes and target optimal property sectors. This could impair leasing performance, result in a sub-optimal occupier mix and thus impact the ability to attract customers, and grow footfall, spend and income at the Group's destinations.
Investment market, valuations and capital allocation	Medium	Investor demand in our property markets is reduced due to macroeconomic and/or property market factors including increased borrowing costs, economic downturn, and consumer and occupier confidence. This could adversely impact property valuations and risk hindering the liquidity of the Group's portfolio which in turn would reduce the availability of funds for reinvestment in core assets and/or refinancing of debt. There is also a risk that the Group allocate capital sub-optimally, including in JV partnerships that are not fully aligned with our strategy, resulting in reduced returns, weaker investor sentiment and capital performance.
Climate change	Medium	Climate risks, particularly the reduction in carbon emissions and compliance with ESG regulations, are not appropriately managed and communicated. This is likely to adversely impact valuations and investor sentiment and may result in an increased final year bond coupon if the Group's sustainability linked bond targets are not met. Also, extreme weather events may impact our properties.
Legal, regulatory and tax	Medium	The failure to comply with laws and regulations applicable to the Group and/or increased tax levies. These laws and regulations, including tax, cover the Group's role as a multi-jurisdiction listed company; an owner and operator of property; an employer; and as a developer. Failure to comply could result in the Group suffering reputational damage, financial penalties/loss and/or other sanctions. Changes or new requirements may place administrative and cost burdens on the Group and divert resources away from strategic objectives.
Operational resilience	Medium	The Group's ability to protect its reputation, income and capital values could be damaged by a failure to manage several key operational risks including but not limited to: poor performance of key suppliers or third parties, health and safety issues including a pandemic, civil unrest including acts of terrorism, cyber-attack or other IT disruption.
Capital structure	Medium	Lack of access to capital on attractive terms could lead to the Group having insufficient capital or liquidity to enable the delivery of the Group's strategic objectives.
Property development and repurposing	Medium	Property development and the repurposing of our assets are inherently risky due to the complexity, management intensity and uncertain outcomes, and exposure to the volatile costs of materials and labour and sub-contractor resilience, particularly for major schemes with multiple phases and long delivery timescales. Unsuccessful projects can result in adverse financial and reputational outcomes.
People	Medium	A failure to retain or recruit key management and other colleagues to build skilled, high performing, and diverse teams could adversely impact operational and corporate performance, culture and ultimately the delivery of the Group's strategy. As the Group evolves its strategy it must continue to motivate and retain people, ensure it offers the right colleague proposition and attract new skills in an ever-changing market.

Consolidated income statement

Year ended 31 December 2024

	Notes	2024 £m	2023¹ £m
Revenue	2A,4	121.1	134.3

Profit from operating activities²	2A	23.2	26.2

Net revaluation losses on properties	2A	(20.6)	(45.2)
Other net gains	2A	0.6	1.2
Share of results of joint ventures	13B	8.8	9.4
Impairment of joint ventures	8B	-	(22.2)
Share of results of associates	14B	-	1.2
Income from other investments		1.1	-
Operating gain/(loss)		13.1	(29.4)
Finance income	6	40.0	35.2
Finance costs	6	(95.4)	(71.3)
Loss before tax		(42.3)	(65.5)

Tax charge	7	(2.5)	(0.7)
Loss from continuing operations		(44.8)	(66.2)
(Loss)/Profit from discontinued operations	9B	(481.5)	14.8
Loss for the year		(526.3)	(51.4)
Basic and diluted (loss)/earnings per share³
Continuing operations	11B	(9.0)p	(13.3)p
Discontinued operations	11B	(97.0)p	3.0p
Total		(106.0)p	(10.3)p

1 The Group's share of Value Retail's results reported for the year ended 31 December 2023 have been re-presented as discontinued operations in line with the requirements of IFRS 5 "Non-current assets held for sale and discontinued operations". See note 9 for further details.

2 Includes a net charge of £2.8m (2023: £1.4m) relating to provisions for impairment of trade (tenant) receivables as set out in note 15.

3 (Loss)/Earnings per share figures for the year ended 31 December 2023 have been restated to reflect the 1 for 10 share consolidation completed in September 2024, see note 11 for further details.

Consolidated statement of comprehensive income

Year ended 31 December 2024

	2024 £m	2023 £m
Loss for the year	(526.3)	(51.4)

Other comprehensive income/(expenses):
Recycled through the profit or loss on disposal of overseas property interests and associate
Exchange gain previously recognised in the translation reserve	(49.6)	(100.3)
Exchange loss previously recognised in the net investment hedge reserve	39.7	80.2
Net exchange loss relating to equity shareholders¹	(9.9)	(20.1)

Items that may subsequently be recycled through profit or loss
Foreign exchange translation differences	(74.7)	(35.2)
Foreign exchange translation differences of discontinued operations	0.2	(14.1)
Gain on net investment hedge	70.7	39.3
Net gain on cash flow hedge	-	0.2
Share of other comprehensive losses of discontinued operations	(4.4)	(8.8)
	(8.2)	(18.6)
Items that will not subsequently be recycled through profit or loss
Net actuarial losses on pension schemes	(0.5)	(1.4)
Other comprehensive loss for the year	(18.6)	(40.1)

Total comprehensive loss from continuing operations	(59.2)	(83.4)
Total comprehensive loss from discontinued operations	(485.7)	(8.1)
Total comprehensive loss for the year	(544.9)	(91.5)

1 For the year ended 31 December 2024 this related to the sale of the Group's investment in Value Retail which is treated as a discontinued operation as described in note 9. For the year ended 31 December 2023 this related to the sales of Italie Deux and Italik and the derecognition of the O'Parinor joint venture as described in note 8B.

Consolidated balance sheet

As at 31 December 2024

	Note	2024 £m	2023 £m
Non-current assets
Investment properties	12	1,487.0	1,396.2
Interests in leasehold properties		34.8	32.7
Right-of-use assets		7.5	3.9
Plant and equipment		0.4	0.9
Investment in joint ventures	13C	1,088.2	1,193.2
Investment in associate	14C	-	1,115.0
Other investments		9.2	8.8
Trade and other receivables		0.2	1.9
Restricted monetary assets	16	21.4	21.4
		2,648.7	3,774.0
Current assets
Trade and other receivables		87.6	74.1
Derivative financial instruments		2.2	5.2
Restricted monetary assets		-	2.2
Cash and cash equivalents		737.9	472.3
		827.7	553.8
Total assets		3,476.4	4,327.8
Current liabilities
Trade and other payables		(109.3)	(129.8)
Obligations under head leases		(0.1)	(0.1)
Loans	17A	(337.8)	(108.6)
Tax		(2.8)	(0.3)
Derivative financial instruments		(0.1)	(2.3)
		(450.1)	(241.1)
Non-current liabilities
Trade and other payables		(28.7)	(55.5)
Obligations under head leases		(39.7)	(37.3)
Loans	17A	(1,136.4)	(1,515.9)
Deferred tax		(0.4)	(0.4)
Derivative financial instruments		-	(15.0)
		(1,205.2)	(1,624.1)
Total liabilities		(1,655.3)	(1,865.2)
Net assets		1,821.1	2,462.6
Equity
Share capital	19A	24.6	250.1
Share premium		-	1,563.7
Capital redemption reserve	19A	225.5	-
Other reserves		91.8	105.5
Retained earnings		1,486.9	549.7
Investment in own shares		(7.7)	(6.4)
Equity shareholders' funds		1,821.1	2,462.6
EPRA net tangible asset value per share¹	11C	£3.70	£5.08

1 EPRA net tangible asset value per share at 31 December 2023 has been restated to reflect the 1 for 10 share consolidation completed in September 2024, see note 11 for further details.

These financial statements were approved by the Board on 25 February 2025 and signed on its behalf by:

Rita-Rose Gagné	Himanshu Raja
Chief Executive	Chief Financial Officer

Consolidated statement of changes in equity

Year ended 31 December 2024

	Share capital¹ £m	Share premium £m	Capital redemption reserve² £m	Other reserves³ £m	Retained earnings £m	Investment in own shares¹ £m	Equity share-holders' funds £m
At 1 January 2023	250.1	1,563.7	-	135.4	646.0	(8.8)	2,586.4

Recycled exchange gains on disposal of overseas property interests	-	-	-	(20.1)	-	-	(20.1)
Foreign exchange translation differences⁴	-	-	-	(49.3)	-	-	(49.3)
Gain on net investment hedge	-	-	-	39.3	-	-	39.3
Loss on cash flow hedge	-	-	-	(3.4)	-	-	(3.4)
Loss on cash flow hedge recycled to net finance costs	-	-	-	3.6	-	-	3.6
Share of other comprehensive loss of associates ⁵	-	-	-	-	(8.8)	-	(8.8)
Net actuarial losses on pension schemes	-	-	-	-	(1.4)	-	(1.4)
Loss for the year	-	-	-	-	(51.4)	-	(51.4)
Total comprehensive loss	-	-	-	(29.9)	(61.6)	-	(91.5)

Share-based employee remuneration	-	-	-	-	3.6	-	3.6
Cost of shares awarded to employees	-	-	-	-	(2.4)	2.4	-
Dividends	-	-	-	-	(35.9)	-	(35.9)
At 31 December 2023	250.1	1,563.7	-	105.5	549.7	(6.4)	2,462.6

Recycled net exchange gains on disposal of overseas associate	-	-	-	(9.9)	-	-	(9.9)
Foreign exchange translation differences⁴	-	-	-	(74.5)	-	-	(74.5)
Gain on net investment hedge	-	-	-	70.7	-	-	70.7
Gain on cash flow hedge	-	-	-	2.2	-	-	2.2
Gain on cash flow hedge recycled to net finance costs	-	-	-	(2.2)	-	-	(2.2)
Share of other comprehensive loss of associates⁵	-	-	-	-	(4.4)	-	(4.4)
Net actuarial losses on pension schemes	-	-	-	-	(0.5)	-	(0.5)
Loss for the year	-	-	-	-	(526.3)	-	(526.3)
Total comprehensive loss	-	-	-	(13.7)	(531.2)	-	(544.9)

Share capital consolidation⁶	(225.1)	-	225.1	-	-	-	-
Share premium cancellation⁷	-	(1,563.7)	-	-	1,563.7	-	-
Share buyback and cancellation⁸	(0.4)	-	0.4	-	(20.9)	-	(20.9)
Share-based employee remuneration	-	-	-	-	4.3	-	4.3
Purchase of own shares and treasury shares	-	-	-	-	-	(3.4)	(3.4)
Cost of shares awarded to employees	-	-	-	-	(2.1)	2.1	-
Dividends	-	-	-	-	(76.6)	-	(76.6)
As at 31 December 2024	24.6	-	225.5	91.8	1,486.9	(7.7)	1,821.1

1 Share capital includes shares held in treasury and shares held in an employee share trust, which are held at cost and excluded from equity shareholders' funds through 'Investment in own shares' with further information set out in note 21A.

2 The capital redemption reserve comprises the nominal value of shares cancelled by way of the Company's 1 for 10 share capital consolidation in September 2024 (see footnote 6) and shares purchased and cancelled under the Group's share buyback programme which commenced in October 2024 (see footnote 8). This reserve is non-distributable.

3 Other reserves comprises Translation, Net investment hedge and Cash flow hedge reserves as set out in note 21B.

4 Relates to continuing and discontinued operations.

5 Relates to discontinued operations.

6 Following shareholder approval at a General meeting on 12 September 2024, the Company completed a 1 for 10 share consolidation on 30 September 2024 whereby each of its ordinary shares were subdivided into 9 deferred shares and one ordinary share, following which the deferred shares were cancelled. See note 21 for further details.

7 Following shareholder approval at a General meeting on 12 September 2024 and subsequent sanctioning by the High Court of England and Wales on 8 October 2024, the Company cancelled its share premium account. The effect of this Capital Reduction was to increase the distributable reserves of the Company through a transfer to retained earnings.

8 On 16 October 2024, the Company announced the commencement of a share buyback programme of up to £140m. In 2024, 7.0m shares were repurchased and cancelled under the programme for total consideration of £20.9m.

Consolidated cash flow statement

Year ended 31 December 2024

	Note	2024 £m	2023 £m
Profit from operating activities	2A	23.2	26.2
Net movements in working capital and restricted monetary assets	21A	(6.6)	(4.7)
Non-cash items	21A	5.3	2.8
Cash generated from operations		21.9	24.3

Interest received		49.0	39.1
Interest paid (including bond issue fees)		(86.5)	(80.8)
Bond early termination fees		(25.5)	-
Debt and loan facility issuance and extension fees		(2.7)	(1.0)
Tax received/(paid)		0.2	(0.9)
Distributions and other receivables from joint ventures		48.1	57.6
Cash flows from operating activities		4.5	38.3

Investing activities
Property acquisition		(140.8)	-
Equity investment in joint venture		(85.1)	-
Capital expenditure		(13.7)	(18.7)
Sale of properties (including trading properties in 2023)		117.4	49.0
Sale of investments in joint ventures		-	69.0
Sale of investments in associate (held as asset held for sale)		583.6	96.7
Advances to joint ventures	13D	(6.9)	(8.3)
Distributions and capital returns received from associates	9D	19.4	73.6
Distributions from other investments		1.1	-
Cash flows from investing activities		475.0	261.3

Financing activities
Purchase of own shares		(3.4)	-
Share buyback and cancellation		(20.9)	-
Proceeds from new borrowings		394.7	96.0
Repayments of borrowings		(499.6)	(111.1)
Equity dividends paid	20	(82.6)	(29.9)
Cash flows from financing activities		(211.8)	(45.0)

Increase in cash and cash equivalents		267.7	254.6
Opening cash and cash equivalents	21B	472.3	218.8
Exchange translation movement	21B	(2.1)	(1.1)
Closing cash and cash equivalents	21B	737.9	472.3

The cash flows above relate to continuing and discontinued operations. See note 9 for further information on discontinued operations.

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

1. Basis of preparation, consolidation and material accounting policies

A. GENERAL INFORMATION

Hammerson plc is a UK public company limited by shares incorporated under the Companies Act and is registered in England and Wales. The address of the Company's registered office is Marble Arch House, 66 Seymour Street, London W1H 5BX.

The Group's principal activities are as an owner, operator and developer of sustainable prime urban real estate. The Group owns and invests in flagship destinations, developments and other properties in the United Kingdom, France and Ireland. The Group also had an investment in Value Retail, which operates various premium outlet Villages across western Europe, and this investment was sold in September 2024. The Group's material accounting policies are described below.

B. BASIS OF PREPARATION AND CONSOLIDATION

Basis of preparation

The financial information set out in this announcement does not constitute the consolidated statutory accounts for the years ended 31 December 2024 and 2023 but is derived from those accounts. Statutory accounts for 2023 have been delivered to the Registrar of Companies and those for 2024 (approved by the Board on 25 February 2025) will be delivered following the Company's annual general meeting. The external auditor has reported on both set of accounts and their reports were unqualified and did not contain statements under Section 498(2) or (3) of the Companies Act 2006.

The financial information set out in this announcement is based on the consolidated financial statements. These have been prepared in accordance with UK-adopted International Accounting Standards (IAS) and the requirements of the Companies Act 2006 as applicable to companies reporting under those standards and International Financial Reporting Standards (IFRS) adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union as well as SAICA Financial Reporting Guides as issued by the Accounting Practices committee. UK adopted International Accounting Standards differs in certain respects from International Financial Reporting Standards as adopted by the EU. The differences have no material impact on the Financial Statements for the periods presented, which therefore also comply with International Reporting Standards as adopted by the EU.

The financial information is in accordance with the accounting policies set out in the 2023 financial statements and have been applied consistently. While the financial information included in these condensed financial statements has been prepared as explained above, this announcement does not itself contain sufficient information to comply with IASs and IFRSs. The Company expects to publish full financial statements that comply with IASs and IFRSs in March 2025.

With the exception of IFRS 18 - Presentation and Disclosure in Financial Statements, new accounting standards, amendments to standards and IFRIC interpretations which became applicable during the year or have been published but are not yet effective, were either not relevant or had no, or are not expected to have a material, impact on the Group's results or net assets. IFRS 18 applies for accounting periods beginning on, or after, 1 January 2027 and will apply to comparative information.

Basis of consolidation

Subsidiaries

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power over the investee, is exposed, or has rights, to variable return from its involvement with the investee and has the ability to use its power to affect its returns.

Subsidiaries are fully consolidated from the date on which control is achieved, which is usually from the date of acquisition. They are de-consolidated from the date control ceases.

All intragroup transactions, balances, income and expenses are eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Joint arrangements (joint operations and joint ventures) and associates

The accounting treatment for joint arrangements and associates requires an assessment to determine the degree of control or influence that the Group may exercise over them and the form of that control.

The Group's interest in joint arrangements is classified as either:

- a joint operation: not operated through an entity but by joint controlling parties which have rights to the assets and obligations for the liabilities; or

- a joint venture: whereby the joint controlling parties have rights to the net assets of the arrangement.

The Group's interests in its joint arrangements are commonly driven by the terms of partnership agreements, which ensure that control is shared between the partners.

Associates are those entities over which the Group is in a position to exercise significant influence, but not control or jointly control.

The Group's share of results, assets and liabilities held within joint operations is fully consolidated into the Group financial statements along with subsidiaries.

The results, assets and liabilities of joint ventures and associates are accounted for using the equity method. Investments in joint ventures and associates are carried in the consolidated balance sheet at cost as adjusted for post acquisition changes in the Group's share of the net assets of the joint venture or associate, less any impairment. Loans to joint ventures and associates are aggregated into the Group's investment in the consolidated balance sheet. The Group eliminates upstream and downstream transactions with its joint ventures, including interest and management fees.

Any losses of joint ventures or associates are initially recognised against the equity investment. However, if in excess of the Group's equity interest, losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the other entity. If the value of the Group's equity investment is nil, the share of losses is recognised against other long term interests or if such interests are not available, losses are simply restricted to leave the Group's equity investment remaining at nil.

Distributions and other income received from joint ventures are included within cash flows from operating activities owing to their association with the underlying profits of the joint venture whereas all other cash flows are recognised as investing activities. Distributions from associates are included in investing activities. Distributions reduce the carrying value of the Group's investments in joint ventures and associates.

C. ALTERNATIVE PERFORMANCE MEASURES (APMs)

The Group uses a number of APMs, being financial measures not specified under IFRS, to monitor the performance of the business. Many of these measures are based on the EPRA Best Practice Recommendations (BPR) reporting framework which aims to improve the transparency, comparability and relevance of the published results of listed European real estate companies, with key EPRA measures being EPRA earnings and three EPRA net asset metrics. Details on the EPRA BPR can be found on www.epra.com and the Group's EPRA metrics are shown in Table 1 of the Additional Information. In September 2024, EPRA issued updated EPRA earnings guidelines within its BPR. These included the addition of two new adjustment categories relating to funding structures and non-operating and exceptional items. In relation to EPRA earnings, the Group will adopt these new guidelines for its next reporting period, beginning 1 January 2025.

In addition to presenting the Group's results on an IFRS and EPRA basis, the Group also presents the results on a 'Headline' and 'Adjusted' basis. The former measure is calculated in accordance with the requirements of the Johannesburg Stock Exchange listing requirements and the 'Adjusted' basis reflects the underlying operations of the business and is calculated on a proportionally consolidated basis.

The Adjusted basis also excludes capital and non-recurring items such as revaluation movements, gains or losses on the disposal of properties or investments, as well as other items which are not considered to be part of the day-to-day operations of the business. Such items are in the main reflective of those excluded for EPRA earnings, but additionally exclude a small number of 'Company only' adjusting items which are deemed not to be reflective of the normal routine operating activities of the Group and have been applied consistently in both accounting periods. The Directors believe that disclosing such non-IFRS measures enables evaluation of the impact of such items on results to facilitate a fuller understanding of performance from period to period. The inclusion of these 'Company only' adjustment means that this basis may not be directly comparable to similar measures adopted by peers.

A reconciliation between earnings and net asset measures reported under IFRS and the above alternative measures is set out in note 10.

Reconciliations of these APMs to the IFRS figures in the financial statements are included in the Additional Information section.

D. GOING CONCERN

Introduction

In order to prepare the financial statements for the year ended 31 December 2024 on a going concern basis the Directors have undertaken a detailed assessment of the Group's principal risks and current and projected financial position over the period to 30 June 2026 ('the going concern period'). This period has been selected as it coincides with the first six monthly covenant test date for the Group's unsecured debt facilities, falling due after the minimum 12 months going concern period.

Financial position

The financial position of the Group, including details of its financing and capital structure, is set out in the Financial Review above. The Group's position materially improved in 2024: net debt declined 40% to £799m, with Net debt:EBITDA improving from 8.0x to 5.8x, and loan to value from 34% to 30%. Liquidity was £1,417m, with £439m of debt maturing over the going concern period.

At 31 December 2024, the Group's key unsecured debt covenants had significant headroom. Gearing and the Unencumbered Asset Ratio had headroom to valuation falls of 48% and 54% respectively, while the Interest Cover Ratio had headroom to NRI reductions of 75%.

Assessment

In making the going concern assessment, the Directors have considered the Group's principal risks (see above), including climate change, and their impact on financial performance.

The Directors have assessed a Base going concern scenario derived from the Group's 2025 Business Plan, which was approved by the Board in December 2024. They also reviewed reverse stress tests ('stress tests') to assess the Group's ability to cope with adverse changes to key variables in the Base scenario impacting covenant metrics. The assessment included the preparation of a Base scenario which contained earnings, balance sheet, cash flow, liquidity and credit metric projections.

Acknowledging the three macroeconomies that the Group operates in, each with their own distinct risks, the Base scenario projections assume continued improvements in the Group's operating performance in the near term, reflecting enduring demand from customers and brand partners for the best destinations as evidenced by growing footfall and strong leasing in 2024.

Consistent with the Group's strong financial position and operating performance, the Base scenario projections forecast that the Group will maintain significant covenant headroom and liquidity over the going concern period.

The stress tests were undertaken on the Base scenario to assess the maximum level that valuations and net rental income could fall over the going concern period before the Group reaches its key unsecured debt covenant thresholds. The stress test calculations adopted valuation yields and ERVs as at 31 December 2024 and also factored in:

- the secured loan at Dundrum (Group's 50% share £141m), which was refinanced in August 2024, is non-recourse to the Group and has its own debt covenants; and

- £73m of senior notes which mature over the period to 2031 and which are subject to an additional unencumbered asset ratio covenant.

Conclusion

Having reviewed the Base scenario projections, the results of the stress tests, current external forecasts, recent precedents and plausible future adverse impacts to valuations and net rental income, the Directors are satisfied that the Group has sufficient covenant headroom and significant liquidity over the going concern period. Based on these considerations, together with available market information and the Directors' experience of the Group's portfolio and markets, the Directors have therefore concluded that it is appropriate to prepare the financial statements on a going concern basis.

Foreign currency

Exchange rates

The principal foreign currency denominated balances are in euro where the translation exchange rates used are:

Consolidated income statement

Average rate	Year ended 31 December 2024	Year ended 31 December 2023
Quarter 1	€1.168	€1.133
Quarter 2	€1.172	€1.150
Quarter 3	€1.184	€1.163
Quarter 4	€1.202	€1.154

Consolidated balance sheet

	31 December 2024	31 December 2023
Year end rate	€1.210	€ 1.153

2. Proportionally consolidated information

As described in the Financial Review and note 3, for managing reporting purposes the Group evaluates the performance of its business on a proportionally consolidated basis by aggregating its properties or entities which are wholly owned or in joint operations ('Reported Group') with the Group's proportionate share of joint ventures (see note 13) and associates (see note 14) which are under the Group's management ('Share of Property interests').

A. PROFIT/(LOSS) FOR THE YEAR

Adjusted earnings, which are also calculated on a proportionally consolidated basis, is the Group's primary profit measure and this is the basis of information which is reported to the Board. The following table sets out a reconciliation from the Group's loss for the year under IFRS to Adjusted earnings.

						2024
				Proportionally consolidated
	Note	Reported Group £m	Share of Property interests £m	Sub-total before adjustments £m	Capital and other adjustments¹ £m		Adjusted £m
Revenue	4	121.1	126.3	247.4	-		247.4

Gross rental income²	3A, 4	81.8	107.2	189.0	-		189.0
Service charge income	4	28.6	19.4	48.0	-		48.0
		110.4	126.6	237.0	-		237.0
Service charge expenses		(32.6)	(21.9)	(54.5)	-		(54.5)
Cost of sales	5A	(16.9)	(19.6)	(36.5)	-		(36.5)
Net rental income		60.9	85.1	146.0	-		146.0

Gross administration costs	5A	(48.4)	-	(48.4)	4.9		(43.5)
Other income	4	10.7	0.3	11.0	-		11.0
Net administration expenses		(37.7)	0.3	(37.4)	4.9		(32.5)


Profit from operating activities		23.2	85.4	108.6	4.9		113.5


Net revaluation losses on properties	12	(20.6)	(70.8)	(91.4)	91.4		-


Disposals
- Loss on sale of properties	8A	(9.2)	-	(9.2)	9.2		-
- Recycled exchange gains on disposal of overseas interests		9.9	-	9.9	(9.9)		-
Costs associated with pension scheme wind-up		(0.5)	-	(0.5)	0.5		-
Change in fair value of other investments		0.4	-	0.4	(0.4)		-

Other net gains		0.6	-	0.6	(0.6)		-


Share of results of joint ventures	13B	8.8	(8.8)	-	-		-
Income from other investments		1.1	-	1.1	-		1.1
Operating profit		13.1	5.8	18.9	95.7		114.6


Net finance costs	6	(55.4)	(5.8)	(61.2)	28.9		(32.3)
(Loss)/Profit before tax		(42.3)	-	(42.3)	124.6		82.3
Tax charge	7A	(2.5)	-	(2.5)	-		(2.5)
(Loss)/Profit from continuing operations		(44.8)	-	(44.8)	124.6		79.8
(Loss)/Profit from discontinued operations³	9B	(481.5)	-	(481.5)	500.7		19.2
(Loss)/Profit for the year		(526.3)	-	(526.3)	625.3		99.0

1 Adjusting items, described above as 'Capital and other adjustments', are set out in note 10A.

2 Proportionally consolidated figure includes £10.1m (2023: £13.6m) of variable rents calculated by reference to occupiers' turnover.

3 Discontinued operations reflect Value Retail, see note 9 for further details.

						2023
				Proportionally consolidated
	Note	Reported Group £m	Share of Property interests £m	Sub-total before adjustments £m	Capital and other adjustments¹ £m	Adjusted £m
Revenue	4	134.3	132.4	266.7	-	266.7
Gross rental income²	3A, 4	92.8	115.6	208.4	-	208.4
Service charge income	4	26.6	17.1	43.7	-	43.7
		119.4	132.7	252.1	-	252.1
Service charge expenses		(29.1)	(20.4)	(49.5)	-	(49.5)
Cost of sales	5A	(14.7)	(20.7)	(35.4)	0.3	(35.1)
Net rental income		75.6	91.6	167.2	0.3	167.5

Gross administration costs	5A	(64.3)	(0.4)	(64.7)	13.2	(51.5)
Other income	4	14.9	-	14.9	-	14.9
Net administration expenses		(49.4)	(0.4)	(49.8)	13.2	(36.6)

Profit from operating activities		26.2	91.2	117.4	13.5	130.9

Net revaluation losses on properties	12	(45.2)	(73.9)	(119.1)	119.1	-

Disposals
- Profit/(loss) on sale of properties	8A	1.3	(19.1)	(17.8)	17.8	-
- Recycled exchange gains on disposal of overseas interests		20.1	-	20.1	(20.1)	-
Change in fair value of other investments		(1.1)	-	(1.1)	1.1	-
Loss on sale of joint ventures and associates		(19.1)	19.1	-	-	-
Other net gains		1.2	-	1.2	(1.2)	-

Share of results of joint ventures	13B	9.4	(9.4)	-	-	-
Impairment of joint venture	8B	(22.2)	-	(22.2)	22.2	-
Share of results of associates	14B	1.2	(1.2)	-	-	-
Operating (loss)/profit		(29.4)	6.7	(22.7)	153.6	130.9

Net finance costs	6	(36.1)	(6.6)	(42.7)	(3.2)	(45.9)
(Loss)/Profit before tax		(65.5)	0.1	(65.4)	150.4	85.0
Tax charge	7A	(0.7)	(0.1)	(0.8)	-	(0.8)
(Loss)/Profit from continuing operations		(66.2)	-	(66.2)	150.4	84.2
Profit from discontinued operations³	9B	14.8	-	14.8	17.3	32.1
(Loss)/Profit for the year		(51.4)	-	(51.4)	167.7	116.3

For footnotes see note 2A.

B. BALANCE SHEET

The following table sets out the Group's proportionally consolidated balance sheet, showing the aggregation of the assets and liabilities of entities which are wholly owned or in joint operations ('Reported Group') with the Group's ownership share of those in joint ventures or associates which are under the Group's management ('Share of Property interests').

				2024			2023
Proportionally consolidated	Note	Reported Group £m	Share of Property interests £m	Total £m	Reported Group £m	Share of Property interests £m	Total £m
Non-current assets
Investment properties	12	1,487.0	1,172.0	2,659.0	1,396.2	1,379.9	2,776.1
Interests in leasehold properties		34.8	13.3	48.1	32.7	15.4	48.1
Right-of-use assets		7.5	-	7.5	3.9	-	3.9
Plant and equipment		0.4	-	0.4	0.9	-	0.9
Investment in joint ventures	13C	1,088.2	(1,088.2)	-	1,193.2	(1,193.2)	-
Investment in associates	14C	-	-	-	1,115.0	-	1,115.0
Other investments		9.2	-	9.2	8.8	-	8.8
Trade and other receivables		0.2	1.2	1.4	1.9	1.3	3.2
Restricted monetary assets	16	21.4	-	21.4	21.4	-	21.4
		2,648.7	98.3	2,747.0	3,774.0	203.4	3,977.4

Current assets
Trade and other receivables		87.6	22.9	110.5	74.1	22.0	96.1
Derivative financial instruments		2.2	-	2.2	5.2	1.4	6.6
Restricted monetary assets	16	-	-	-	2.2	0.2	2.4
Cash and cash equivalents		737.9	76.3	814.2	472.3	97.3	569.6
		827.7	99.2	926.9	553.8	120.9	674.7
Total assets		3,476.4	197.5	3,673.9	4,327.8	324.3	4,652.1

Current liabilities
Trade and other payables		(109.3)	(39.7)	(149.0)	(129.8)	(46.0)	(175.8)
Obligations under head leases		(0.1)	-	(0.1)	(0.1)	-	(0.1)
Loans	17A	(337.8)	-	(337.8)	(108.6)	(260.0)	(368.6)
Tax		(2.8)	-	(2.8)	(0.3)	-	(0.3)
Derivative financial instruments		(0.1)	-	(0.1)	(2.3)	-	(2.3)
		(450.1)	(39.7)	(489.8)	(241.1)	(306.0)	(547.1)
Non-current liabilities
Trade and other payables		(28.7)	(1.9)	(30.6)	(55.5)	(2.4)	(57.9)
Obligations under head leases		(39.7)	(13.7)	(53.4)	(37.3)	(15.8)	(53.1)
Loans	17A	(1,136.4)	(141.2)	(1,277.6)	(1,515.9)	-	(1,515.9)
Deferred tax		(0.4)	(0.1)	(0.5)	(0.4)	(0.1)	(0.5)
Derivative financial instruments		-	(0.9)	(0.9)	(15.0)	-	(15.0)
		(1,205.2)	(157.8)	(1,363.0)	(1,624.1)	(18.3)	(1,642.4)
Total liabilities		(1,655.3)	(197.5)	(1,852.8)	(1,865.2)	(324.3)	(2,189.5)
Net assets		1,821.1	-	1,821.1	2,462.6	-	2,462.6
EPRA NTA adjustments	10B			4.3			79.4
EPRA NTA	11C			1,825.4			2,542.0
EPRA NTA per share	11C			£3.70			£5.08

3. Segmental analysis

The Group's reportable segments are determined by the internal performance reported to the Chief Operating Decision Makers which has been determined to be the Group Executive Committee. Such reporting is both by sector and geographic location as these demonstrate different characteristics and risks, are managed by separate teams and are the basis on which resources are allocated.

As described in the Financial Review, the Group evaluates the performance of its portfolio by aggregating its wholly owned properties and joint operations in the 'Reported Group' with its ownership share of joint ventures and associates which are under the Group's management ('Share of Property interests') on a proportionally consolidated line-by-line basis. The Group does not proportionally consolidate the Group's investment in Value Retail as, prior to its disposal in September 2024, it was not under the Group's management, and instead monitored the performance of this investment separately as its share of results of associates as reported under IFRS.

The Group's activities presented on a proportionally consolidated basis including Share of Property interests are:

- Flagship destinations

- Developments and other

As explained in note 9, following the reclassification of the Group's investment in Value Retail and subsequent disposal in September 2024, this segment has been re-presented as a discontinued operation and has been excluded from the "Investment properties by segment" table below.

Total assets are not monitored by segment and resource allocation is based on the distribution of property assets between segments.

A. INCOME AND PROFIT BY SEGMENT

	Gross rental income		Adjusted net rental income
	2024 £m	2023 £m	2024 £m	2023 £m
Flagship destinations
UK	80.0	92.8	61.6	72.9
France	55.3	58.6	43.6	49.4
Ireland	37.7	40.0	32.8	36.3
	173.0	191.4	138.0	158.6
Developments and other	16.0	17.0	8.0	8.9
Group portfolio - proportionally consolidated	189.0	208.4	146.0	167.5
Less Share of Property interests - continuing operations	(107.2)	(115.6)	(85.1)	(91.7)
Reported Group - continuing operations	81.8	92.8	60.9	75.8

B. INVESTMENT PROPERTIES BY SEGMENT

				2024			2023
	Note	Property valuation £m	Capital expenditure £m	Net revaluation losses¹ £m	Property valuation² £m	Capital expenditure² £m	Net revaluation losses^{1 2} £m
Flagship destinations
UK		915.3	15.9	16.8	863.1	13.9	(21.8)
France		964.1	10.1	4.5	1,003.3	14.3	(15.2)
Ireland		522.0	2.3	(82.6)	629.7	5.4	(37.5)
		2,401.4	28.3	(61.3)	2,496.1	33.6	(74.5)
Developments and other		257.6	11.7	(30.1)	280.0	13.3	(44.6)
Group portfolio - proportionally consolidated		2,659.0	40.0	(91.4)	2,776.1	46.9	(119.1)
Less Share of Property interests³	13C	(1,172.0)	(24.9)	70.8	(1,379.9)	(27.3)	73.9
Reported Group	12	1,487.0	15.1	(20.6)	1,396.2	19.6	(45.2)

1 Continuing operations.

2 2023 figures have been re-presented to exclude the Group's share of Value Retail following its disposal in September 2024 and its re-presentation as a discontinued operation.

3 The property valuation of Share of Property interest comprises UK Flagship destinations of £630.1m (2023: £741.8m) and Ireland flagship destinations of £412.7m (2023: £485.2m) and Developments and other properties of £129.2m (2023: £152.9m).

4. Revenue

	Note	2024 £m	2023 £m
Base rent		63.9	69.6
Turnover rent		3.0	4.7
Car park income¹		9.3	10.9
Lease incentive recognition		2.8	3.2
Other rental income		2.8	4.4
Gross rental income	2	81.8	92.8
Service charge income¹	2	28.6	26.6
Other income
- Property fee income¹		6.3	8.4
- Joint venture and associate management fees¹		4.4	6.5
		10.7	14.9
Total - continuing operations		121.1	134.3

1 Revenue for these categories amount to £48.6m (2023: £52.4m) and are recognised under IFRS 15 'Revenue from Contracts with Customers'. All other revenue is recognised in accordance with IFRS 16 'Leases'.

5. Costs

Profit from operating activities is stated after charging:

Cost of sales	2024 £m	2023 £m
Ground rents payable	1.1	1.1
Inclusive lease costs recovered through rent	2.4	2.8
Other property outgoings¹	13.4	10.8
	16.9	14.7

Gross administration costs	Note	2024 £m	2023 £m
Employee costs	5B	27.8	35.2
Depreciation		1.4	3.0
Other administration costs²		14.3	12.9
Business transformation costs	10A	4.9	13.2
		48.4	64.3

1 Includes charges and credits in respect of expected credit losses as set out in note 15.

2 Comprises predominantly professional fees (mainly audit, valuation and legal), corporate office costs and insurances, and IT related costs.

6. Net finance costs

	2024 £m	2023 £m
Discount on redemption of bonds	-	4.3
Interest receivable on derivatives	11.3	12.8
Bank and other interest receivable	28.7	18.1
Finance income	40.0	35.2
Interest on bank loans and overdrafts	(4.1)	(4.5)
Interest on bonds and related charges	(59.6)	(59.2)
Interest on senior notes and related charges	(2.6)	(5.4)
Interest on obligations under head leases and other lease obligations	(2.2)	(2.2)
Other interest payable	(0.2)	(0.7)
Gross interest costs	(68.7)	(72.0)
Premium on redemption of bonds	(25.5)	-
Fair value (losses)/gains on derivatives	(1.2)	0.7
Finance costs	(95.4)	(71.3)

Net finance costs - continuing operations	(55.4)	(36.1)

7. Tax charge

	2024 £m	2023 £m
UK current tax	2.4	-
Foreign current tax	0.1	0.7
Tax charge - continuing operations	2.5	0.7

The Group's tax charge on its underlying property rental business remains low because it has tax exempt status in its principal operating countries.

The Group has been a REIT in the UK since 2007 and a SIIC in France since 2004. These tax regimes exempt the Group's property income and gains from corporate taxes, provided a number of conditions in relation to the Group's activities are met. These conditions include, but are not limited to, distributing at least 90% of the Group's UK tax exempt profits as property income distributions (PID) with equivalent tests of 95% on French tax exempt property profits and 70% of tax exempt property gains.

Based on preliminary calculations, the Group has met the REIT and SIIC conditions for 2024. The residual profit in the UK and France, which is not exempt under the REIT and SIIC rules respectively, is subject to corporation tax as normal. The Irish assets are held in a QIAIF which provides similar tax benefits to those of a UK REIT but which subjects dividends and certain excessive interest payments to a 20% withholding tax. The Group is committed to remaining in these tax exempt regimes for the foreseeable future.

The Group operates in a number of jurisdictions and is subject to periodic reviews and challenges by local tax authorities on a range of tax matters during its normal course of business. Tax impacts can be uncertain until a conclusion is reached with the relevant tax authority or through a legal process. The Group uses in-house expertise when assessing uncertain tax positions and seeks the advice of external professional advisors where appropriate. The Group believes that its tax liability accruals are adequate for all open tax years based on its assessment of many factors, including tax laws and prior experience.

8. Property disposals and impairment on derecognition of joint ventures

A. DISPOSALS

Year ended 31 December 2024

On 15 March 2024, the Group raised cash proceeds of £111m from the disposal of its 100% interest in Union Square, Aberdeen which was 8% below its 31 December 2023 book value. Also, in March 2024, the Group completed the sale of the ancillary wholly owned property at O'Parinor for £6m, this sale was in line with the 31 December 2023 book value.

These disposals, in addition to some small changes in selling costs associated with properties sold in previous years, raised £117.4m in net proceeds and resulted in a total net loss on disposal of £9.2m.

Year ended 31 December 2023

On 31 March 2023, the Group raised cash proceeds of €164m (£144m) from the disposal of its 25% associate stake in Italie Deux in Paris and the wholly owned Italik extension. 75% of the Italik extension had been classified as a trading property up to the point of disposal.

On 21 April 2023, the Group completed the sale of its 50% joint venture investment in Centrale and Whitgift in Croydon for cash proceeds of £70m. Also during the year the Group raised further cash proceeds of £2m from the sale of ancillary non-core land.

In total these disposals resulted in an overall loss on sale of £17.8m. This reflects a profit on disposal of £1.3m in the Reported Group, offset by a loss of £19.1m associated with the sale of joint ventures (Share of Property Interests) as reported in note 2.

B. IMPAIRMENT ON DERECOGNITION OF JOINT VENTURES

Year ended 31 December 2023

At 31 December 2022, the Group's Highcross and O'Parinor joint ventures, in which the Group had 50% and 25% interests respectively had £125m of debt secured against the property interests which were non-recourse to the Group. In both cases the loans were in breach of certain conditions and the Group had been working constructively with the respective lenders on options to realise "best value" for all stakeholders.

On 9 February 2023, a receiver was appointed to administer Highcross for the benefit of the creditors and, as a result of no longer having joint control the Group derecognised its share of assets and liabilities, including the property value and £80m of debt. There was no loss on derecognition as the Group's joint venture investment in Highcross had been fully impaired at 31 December 2021, from which date the Group had ceased recognising the results of this joint venture in the consolidated income statement.

On 30 June 2023, the lenders for O'Parinor took control of the joint venture. At that point the Group fully impaired its joint venture investment by £22.2m and derecognised its share of assets and liabilities, including the property value of £61m and £45m of secured borrowings.

9. Discontinued operations and assets and liabilities classified as held for sale

A. VALUE RETAIL DISPOSAL

On 22 July 2024, the Group announced it had entered into a binding sale agreement for the disposal of its entire interests in Value Retail for cash proceeds of €705m (£595m). The disposal completed on 18 September 2024.

The Group had historically accounted for its Value Retail interests as an associated undertaking. However, at the time of preparing the 2024 condensed interim financial statements, the Directors concluded that at 30 June 2024, given the significant progress made towards agreeing and signing a sale agreement, that a sale was "highly probable" and hence the Group's interests were judged to have met the criteria outlined in IFRS 5 to be reclassified to being "held for sale" within current assets.

On reclassification to an asset "held for sale" at 30 June 2024, in accordance with IFRS 5, the Group's interests were re-measured to the lower of the carrying amount and estimated fair value less sale costs at completion. The fair value was based on the contracted sale proceeds less estimated transaction costs, including tax, of £15m, and the remeasurement resulted in the recognition of a £483.0m impairment loss in the condensed interim financial statements. The fair value represents a Level 2 measurement basis as defined in IFRS 13 (see note 18).

Following reclassification to an asset "held for sale", the Group ceased to equity account for the investment and reassessed the impairment loss at the date the disposal completed on 18 September resulting in a £11.1m reduction of the impairment. The movement in impairment post reclassification was principally due to foreign exchange translation differences between the exchange rate prevailing on 30 June 2024 and 18 September 2024 of £3m; distributions of £8m in relation to the Group's period of ownership; and the removal of an allowance of £4.5m for potential tax associated with the sale which had been included in the estimated transaction costs when assessing the impairment at 30 June 2024.

In addition, the sale of Value Retail represents a separate major line of the business and hence has been treated as a discontinued operation and the results for the current and prior financial periods have been separately disclosed from the continuing segments of the business.

B. (loss)/profit FROM DISCONTINUED OPERATIONS (VALUE RETAIL)

	Year ended 31 December 2024 £m		Year ended 31 December 2023 £m
	100%	Group share	100%	Group share
Gross rental income	235.8	80.8	482.7	162.4
Net rental income	163.4	58.2	330.6	114.5
Administration expenses	(85.4)	(28.1)	(156.9)	(51.4)
Profit from operating activities	78.0	30.1	173.7	63.1
Revaluation (losses)/gains on properties	(61.2)	(24.9)	15.8	(7.7)
Impairment recognised on reclassification to held for sale	-	(483.0)	-	-
Reduction in impairment after reclassification to held for sale	-	11.1	-	-
	-	(471.9)	-	-
Operating profit/(loss)	16.8	(466.7)	189.5	55.4

Interest costs	(52.9)	(19.4)	(97.0)	(35.2)
Fair value losses on derivatives	(8.3)	(2.4)	(47.5)	(11.1)
Fair value gains on participative loans - other movements	-	2.4	-	6.5
Fair value gains on participative loans - revaluation movement	-	2.2	-	9.1
Net finance costs	(61.2)	(17.2)	(144.5)	(30.7)

(Loss)/Profit before tax	(44.4)	(483.9)	45.0	24.7
Current tax charge	(7.6)	(1.7)	(12.9)	(2.5)
Deferred tax credit/(charge)	15.2	4.1	(28.9)	(7.4)
(Loss)/Profit for the year	(36.8)	(481.5)	3.2	14.8
Adjustments for adjusted earnings (note 10A)		500.7		17.3
Adjusted earnings¹		19.2		32.1

1 Adjusted earnings include £7.5m relating to the period between reclassification to held for sale and disposal. See note 10A for further details.

Figures above reflect the Group's share of Value Retail's results, except the impairment associated with the reclassification to held for sale which relates to the Reported Group. The figures for 2024 reflect the first half of 2024 during which the Group's investment in Value Retail was classified as an associate but on 30 June 2024 was reclassified as an asset held for sale and equity accounting ceased.

C. SUMMARY OF ASSETS AND LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE AT 30 JUNE 2024

	Reported Group¹ £m	Investments in associates² £m	Total £m
Non-current assets
Investment properties	-	1,753.9	1,753.9
Other non-current assets	1.7	96.2	97.9
	1.7	1,850.1	1,851.8
Current assets
Cash and cash equivalents	-	61.7	61.7
Other current assets	-	33.7	33.7
	-	95.4	95.4
Total assets	1.7	1,945.5	1,947.2
Current liabilities
Loans	-	(192.9)	(192.9)
Other payables	-	(54.7)	(54.7)
	-	(247.6)	(247.6)
Non-current liabilities
Loans	-	(557.2)	(557.2)
Participative loan	-	(97.6)	(97.6)
Other payables, including deferred tax	(22.7)	(166.5)	(189.2)
	(22.7)	(821.3)	(844.0)
Total liabilities	(22.7)	(1,068.9)	(1,091.6)
Net assets	(21.0)	876.6	855.6
Reverse participative loans	-	210.4	210.4
Net asset value pre-impairment	(21.0)	1,087.0	1,066.0
Impairment recognised on reclassification to held for sale			(483.0)
Net assets held for sale			583.0

1 The Reported Group included a €2.0m (£1.7m) loan to an intermediate holding company of Value Retail and £22.7m of distributions received in advance from Value Retail, both items were included in the sale.

2 At Group share.

The impairment loss of £483.0m was calculated based on cash proceeds in the sale agreement, less expected transaction costs, including tax, of £15m, compared to the value of the net assets shown above, including the investment properties which were remeasured to fair value at the date of reclassification.

In addition, the cumulative other comprehensive income in relation to foreign exchange and hedge reserve movements relating to the Group's investment in Value Retail of £49.6m have been recycled to the income statement on completion of the disposal.

D. CASH FLOWS

	Year ended 31 December 2024 £m	Year ended 31 December 2023 £m
Distributions and capital returns received from associates	19.4	73.6
Cash inflows from investing activities	19.4	73.6

There were no other cash flows from operating or financing activities in the current or prior financial years.

10. Performance measures - (loss)/earnings and net assets

As explained above in the Financial Review, the Group uses a number of alternative performance measures ('APMs'), being financial measures not specified under IFRS, to monitor the performance of the business. In addition to the IFRS figures, we present EPRA, Headline and Adjusted earnings and three EPRA net asset measures. The reconciliation of each of these measures to IFRS is presented below:

A. ALTERNATIVE EARNINGS MEASURES

	2024 £m	2023 £m
Loss for the year - IFRS	(526.3)	(51.4)

Adjustments:
Net revaluation losses on property portfolio (excluding Value Retail)	91.4	119.1
Disposals:
- Loss/(Profit) on sale of properties¹	9.2	(1.3)
- Loss on sale of joint ventures and associates¹	-	19.1
- Recycled exchange gains on disposal of overseas property interests²	(9.9)	(20.1)
Joint venture related:
- Impairment of joint venture³	-	22.2
Value Retail related (discontinued operations):
- Revaluation losses	24.9	7.7
- Deferred tax	(4.1)	7.4
- Change in fair value of financial asset	0.3	0.2
- Net impairment charge⁴	471.9	-
Sub-total: Adjustments for Headline earnings	583.7	154.3
Value Retail related (discontinued operations):
- Change in fair value of derivatives⁵	2.4	11.1
- Change in fair value of participative loans⁵	(2.2)	(9.1)
Included in net finance costs:
- Premium/(Discount) on redemption of bonds⁶	25.5	(4.3)
- Change in fair value of derivatives⁶	3.4	1.1
Change in fair value of other investments⁷	(0.4)	1.1
Sub-total: Adjustments for EPRA earnings	612.4	154.2
Included in profit from operating activities:
- Costs associated with pension scheme wind-up⁸	0.5	-
- Business transformation costs⁹	4.9	13.2
- Change in provision for amounts not yet recognised in the income statement¹⁰	-	0.3
- Income from assets held for sale (discontinued operations)¹¹	7.5	-
Total: Adjustments for Adjusted earnings	625.3	167.7

Headline earnings	57.4	102.9
EPRA earnings¹²	86.1	102.8
Adjusted earnings	99.0	116.3

1 See note 8 for further details.

2 Exchange gains previously recognised in equity until disposal, in relation to the sale of Value Retail in 2024 and Italie Deux and O'Parinor in 2023.

3 In 2023 relates to the impairment resulting from the derecognition of the O'Parinor joint venture, see note 8 for details.

4 Impairment charge on reclassification of Group's interests in Value Retail. Includes £483m charge recognised upon reclassification at 30 June 2024, less £11.1m reduction post reclassification. See note 9 for details.

5 The change in fair value of derivatives and participative loans are excluded from EPRA and Adjusted earnings as the gains and losses are unrealised and reflect mark-to-market movements in the year which will unwind assuming the instruments are held to maturity.

6 Financing items comprise:

	2024			2023
	Reported Group £m	Share of Property interests £m	Total £m	Reported Group £m	Share of Property interests £m	Total £m
Premium/(Discount) on redemption of bonds	25.5	-	25.5	(4.3)	-	(4.3)
Change in fair value of derivatives⁶	1.2	2.2	3.4	(0.7)	1.8	1.1
	26.7	2.2	28.9	(5.0)	1.8	(3.2)

The write off of up-front fees arising on early cancellation or early repayment redemption premiums are considered outside of day-to-day financing activities and are accordingly excluded from adjusted earnings.

7 Relates to the fair value movement based on the fair value of the underlying net assets of the Group's 7.3% investment in VIA Outlets Zweibrucken B.V.

8 In the first half of 2024 the Group wound up its principal defined benefit scheme and incurred fees of £0.5m on this one-off activity which management have determined do not represent the underlying activities of the Group.

9 Business transformation costs comprise:

	2024 £m	2023 £m
Employee severance	(0.3)	6.3
IT transformation costs	4.6	4.5
Other costs (principally premises related costs)	0.6	2.4
	4.9	13.2

Such costs relate to the strategic and operational review undertaken to determine the Group's strategy which was announced during 2021. The related costs are incremental and do not form part of underlying trading. These costs have been incurred since the announcement of the strategy and the final transformation activities will take place in 2025.

10 Reflects a charge in 2023 (2024: £nil) for expected credit losses in accordance with the technical interpretation of IFRS 9 irrespective of whether the income to which the provision relates has been recognised in the consolidated income statement or is deferred on the balance sheet. Because of the mismatch this causes between the cost of provision being recognised in one accounting period and the related revenue being recognised in the following accounting period, the adjustment eradicates this distortion. The charge of £0.3m is split £0.2m for the Reported Group and £0.1m for Share of Property interests.

11 Reflects the Group's share of adjusted earnings from its investment in Value Retail over the period from reclassification to an asset held for sale on 30 June 2024 to the date of disposal on 18 September 2024. The adjustment has been calculated on a consistent basis as when the investment in Value Retail had been classified as an associate. See note 9 for further details.

12 As explained in note 1, in September 2024, EPRA issued updated EPRA earnings guidelines within its Best Practice Recommendations framework. These included the addition of two new adjustment categories relating to funding structures and non-operating and exceptional items. In relation to EPRA earnings, the Group will adopt these new guidelines for its next reporting period, beginning 1 January 2025.

B. Alternative net asset measures

The Group uses the EPRA best practice guidelines incorporating three measures of net asset value: EPRA Net Tangible Assets (NTA), Net Reinstatement Value (NRV) and Net Disposal Value (NDV). EPRA NTA is considered to be the most relevant measure for the Group.

A reconciliation between IFRS net assets and the three EPRA net asset valuation metrics is set out below.

				2024
	Reported Group £m	Share of Property interests £m	Value Retail £m	Total £m
Reported balance sheet net assets (equity shareholders' funds)	1,821.1	-	-	1,821.1
Change to reflect fair value of borrowings¹	22.8	(3.4)	-	19.4
EPRA NDV				1,840.5
Deduct change to reflect fair value of borrowings¹	(22.8)	3.4	-	(19.4)
Deferred tax - 50% share²	0.2	0.1	-	0.3
Fair value of currency swaps as a result of interest rates³	3.0	-	-	3.0
Fair value of interest rate swaps	0.1	0.9	-	1.0
EPRA NTA				1,825.4
Deferred tax - remaining 50% share²	0.2	-	-	0.2
Purchasers' costs⁴	165.6	-	-	165.6
EPRA NRV				1,991.2

				2023
	Reported Group £m	Share of Property interests £m	Value Retail £m	Total £m
Reported balance sheet net assets (equity shareholders' funds)	2,462.6	-	-	2,462.6
Change in fair value of borrowings¹	36.7	(0.2)	-	36.5
EPRA NDV				2,499.1
Deduct change in fair value of borrowings¹	(36.7)	0.2	-	(36.5)
Deferred tax - 50% share²	0.2	0.1	100.7	101.0
Fair value of currency swaps as a result of interest rates³	1.0	-	-	1.0
Fair value of interest rate swaps	0.7	(1.3)	(22.0)	(22.6)
EPRA NTA				2,542.0
Deferred tax - remaining 50% share²	0.2	-	100.7	100.9
Purchasers' costs⁴	302.9	-	-	302.9
EPRA NRV				2,945.8

1 Applicable for EPRA NDV calculation only and hence the adjustment is reversed for EPRA NTA and EPRA NRV, see note 18.

2 As per the EPRA guidance we have chosen to exclude 50% of deferred tax for EPRA NTA purposes.

3 Excludes impact of foreign exchange.

4 Represents property transfer taxes and fees payable should the Group's entire property portfolio be acquired at year end market rates. 2024 excludes Value Retail, per footnote 1 above, and 2023 includes Value Retail.

11. (Loss)/earnings per share and net asset value per share

The calculations of the (loss)/earnings per share (EPS) measures set out below are based on (loss)/profit for the year calculated on IFRS, Headline, EPRA and Adjusted bases as shown in note 10A and the weighted average number of shares in issue during the year. Headline, EPRA and Adjusted earnings per share and EPRA Net assets per share measures are all Alternative Performance Measures ('APMs'). See above in the Financial Review for more details on the Group's approach to APMs.

Headline EPS has been calculated in accordance with the requirements of the Johannesburg Stock Exchange listing requirements. EPRA has issued recommended bases for the calculation of certain per share information which includes net asset value per share as well as EPS.

Basic EPS measures are calculated by dividing the earnings attributable to the equity shareholders of the Company by the weighted average number of shares outstanding during the year. Diluted EPS measures are calculated on the same basis as basic EPS but with a further adjustment to the weighted average number of shares outstanding to assume conversion of all potentially dilutive ordinary shares. Such potentially dilutive ordinary shares comprise share options and awards granted to colleagues where the exercise price is less than the average market price of the Company's ordinary shares during the year and any unvested shares which have met, or are expected to meet, the performance conditions at the end of the year. To the extent that there is no dilution, this arises due to the anti-dilutive effect of all such shares, or under IFRS if the Group records a loss for the year.

Net assets per share comprise net assets calculated in accordance with EPRA guidelines, as set out in note 10B, divided by the number of shares in issue at the year end.

A. NUMBER OF ORDINARY SHARES FOR PER SHARE CALCULATIONS

	31 December 2024 million	31 December 2023¹ million
Weighted average number of shares
For purposes of basic and diluted IFRS EPS²	496.7	497.1
Effect of potentially dilutive shares (share options)	1.7	1.1
For purposes of diluted Headline, EPRA and Adjusted EPS	498.4	498.2
	As at 31 December 2024	As at 31 December 2023
Shares in issue (for purposes of net asset per share calculations)	493.2	500.2

1 The number of shares at 31 December 2023 has been restated to reflect the 1 for 10 share consolidation undertaken during 2024. See note 19 for further details.

2 As the Group reported an IFRS loss for the year in both 2024 and 2023, dilutive shares are excluded in calculating diluted IFRS EPS.

B. (LOSS)/EARNINGS PER SHARE

			(Loss)/Earnings			(Loss)/Earnings per share
					Basic		Diluted
	Note	Year ended 31 December 2024 £m	Year ended 31 December 2023 £m	Year ended 31 December 2024 pence	Year ended 31 December 2023¹ pence	Year ended 31 December 2024 pence	Year ended 31 December 2023¹ pence
Continuing operations		(44.8)	(66.2)	(9.0)	(13.3)	(9.0)	(13.3)
Discontinued operations		(481.5)	14.8	(97.0)	3.0	(97.0)	3.0
IFRS		(526.3)	(51.4)	(106.0)	(10.3)	(106.0)	(10.3)
Headline	10A	57.4	102.9	11.6	20.7	11.5	20.7
EPRA	10A	86.1	102.8	17.3	20.7	17.3	20.6
Adjusted	10A	99.0	116.3	19.9	23.4	19.9	23.3

1 Restated to reflect the 1 for 10 share consolidation undertaken during 2024. See note 19 for further details.

C. Net Asset Value per share

			Net asset value	Net asset value per share
	Note	31 December 2024 £m	31 December 2023 £m	31 December 2024 £	31 December 2023¹ £
EPRA NDV	10B	1,840.5	2,499.1	3.73	5.00
EPRA NTA	10B	1,825.4	2,542.0	3.70	5.08
EPRA NRV	10B	1,991.2	2,945.8	4.04	5.89

1 Restated to reflect the 1 for 10 share consolidation undertaken during 2024. See note 19 for further details.

12. Properties

	2024			2023
	Investment properties £m	Investment properties £m	Trading properties £m	Total £m
At 1 January	1,396.2	1,461.0	36.2	1,497.2
Net revaluation losses	(20.6)	(45.2)	-	(45.2)
Transfer from investment in joint ventures¹	140.9	-	-	-
Acquisitions¹	140.1	-	-	-
Capital expenditure	15.1	19.6	-	19.6
Disposals (see note 8)	(127.8)	(11.9)	(36.2)	(48.1)
Exchange adjustment	(56.9)	(27.3)	-	(27.3)
At 31 December	1,487.0	1,396.2	-	1,396.2

2024

2023

Freehold

£m

Long

leasehold

£m

Total

£m

Freehold

£m

Long

leasehold

£m

Total

£m

Valuation analysis by tenure

682.8

804.2

1,487.0

734.0

662.2

1,396.2

1 Relates to the Group's acquisition of the remaining 50% interest in Westquay. See note 13 for further details.

Properties are stated at fair value, valued by professionally qualified external valuers in accordance with RICS Valuation - Global Standards as follows:

Valuer	Properties
CBRE	UK flagships, Developments and other properties
Jones Lang LaSalle	UK flagships, France flagships, Developments and other properties
Cushman and Wakefield	Brent Cross, Ireland flagships, Development and other properties

Due to the estimation and judgement required in the valuations which are derived from data that is not publicly available, these valuations are classified as Level 3 in the IFRS 13 fair value hierarchy. A reconciliation of the Group portfolio valuation to Reported Group is shown in note 3B. A listing of the Group's key properties is included below.

A. Joint operations

Investment properties include a 50% interest in the Ilac Centre, Dublin and a 50% interest in Pavilions, Swords totalling £120.7m (2023: £144.5m). These properties are jointly controlled in co-ownership with Irish Life Assurance plc.

13. Investment in joint ventures

The Group's investments in joint ventures form part of the Share of Property interests to arrive at management's analysis of the Group on a proportionally consolidated basis as explained in note 3 and set out in note 2.

The Group and its partners invest principally by way of equity investment. However, where applicable, non-equity (loan) balances have been included within non-current other payables as a liability of the joint venture. Joint ventures comprise prime urban real estate consisting of Flagship destinations and Developments and other properties.

A. Investments at 31 December 2024

Joint venture	Partner	Principal property	Share
United Kingdom
Bishopsgate Goodsyard Regeneration Limited	Ballymore Properties	The Goodsyard	50%
Brent Cross Partnership	Aberdeen Standard Investments	Brent Cross	41%
Bristol Alliance Limited Partnership	AXA Real Estate	Cabot Circus	50%
Grand Central Limited Partnership	CPP Investments	Grand Central	50%
The Bull Ring Limited Partnership	CPP Investments	Bullring	50%
The Oracle Limited Partnership	ADIA	The Oracle	50%
Ireland
Dundrum Retail Limited Partnership/Dundrum Car Park Limited Partnership	PIMCO	Dundrum	50%
Dundrum Retail Limited Partnership/Dundrum Car Park Limited Partnership	PIMCO	Dundrum	50%
Dundrum Village Limited Partnership	PIMCO	Dundrum Phase II	50%

The results of interests in joint ventures are included up to the point of acquisition, when control is achieved, or the investment is sold, except for where disposals are reclassified to an assets held for sale whereby they are excluded from the date of reclassification.

Up until 7 November 2024, the Group owned a 50% interest in The West Quay Limited Partnership, which owns Westquay, Southampton, and equity accounted for its interest. On 7 November 2024, the Group acquired its partner's, GIC, 50% stake in the partnership. and from that date, the Group's interest was no longer equity accounted and was consolidated as a subsidiary in the Reported Group. As the property was the predominant asset in The West Quay Limited Partnership, and relied on the Group for asset management services, as per IFRS 3 the acquisition is deemed to be an asset acquisition rather than a business combination.

During 2023, and as explained in note 8, the Group disposed of its 50% interest in Croydon and also derecognised its 50% investment in Highcross and 25% investment in O'Parinor.

Figures in the tables on the following pages include, where applicable, adjustments to align to the Group's accounting policies and exclude balances which are eliminated on consolidation. Given their relative size, The Goodsyard, Grand Central (for 2024 only), Croydon (up to its disposal in April 2023), Highcross (up to date of derecognition in February 2023) and O'Parinor (up to date of derecognition in June 2023) are aggregated and included in 'Other'.

B. RESULTS

									2024
								100% share
	Brent Cross £m	Cabot Circus £m	Bullring £m	The Oracle £m	Westquay £m	Dundrum £m	Other £m	Total £m	Group share £m
Gross rental income	29.9	28.2	48.9	22.5	25.5	56.3	8.7	220.0	107.2
Net rental income	26.4	20.6	40.8	16.7	18.4	48.3	4.0	175.2	85.1
Administration (expenses)/income	(0.1)	-	-	-	-	0.9	(0.1)	0.7	0.3
Profit from operating activities	26.3	20.6	40.8	16.7	18.4	49.2	3.9	175.9	85.4
Revaluation (losses)/gains on properties	(6.9)	0.2	28.3	4.8	(2.6)	(140.8)	(25.9)	(142.9)	(70.8)
Operating profit/(loss)	19.4	20.8	69.1	21.5	15.8	(91.6)	(22.0)	33.0	14.6
Finance income	0.5	0.7	0.7	0.5	0.8	6.1	0.4	9.7	4.8
Finance costs	(0.4)	(0.8)	-	-	(0.4)	(19.7)	(0.1)	(21.4)	(10.6)
Profit/(loss) before tax	19.5	20.7	69.8	22.0	16.2	(105.2)	(21.7)	21.3	8.8
Tax charge	-	-	-	(0.1)	-	-	-	(0.1)	-
Profit/(loss) for the year	19.5	20.7	69.8	21.9	16.2	(105.2)	(21.7)	21.2	8.8
Share of distributions received by the Group	10.1	1.0	12.9	2.0	2.6	-	-	28.6	28.6

C. ASSETS AND LIABILITIES

									2024
								100% share
	Brent Cross £m	Cabot Circus £m	Bullring £m	The Oracle £m	Westquay £m	Dundrum £m	Other £m	Total £m	Group share £m
Non-current assets
Investment properties	384.5	245.2	610.0	200.5	-	846.7	129.5	2,416.4	1,172.0
Other non-current assets	12.9	13.6	0.3	-	-	1.9	2.6	31.3	14.5
	397.4	258.8	610.3	200.5	-	848.6	132.1	2,447.7	1,186.5
Current assets
Cash and cash equivalents	18.7	26.0	30.0	15.9	-	48.2	17.3	156.1	76.3
Other current assets	6.2	10.6	19.4	5.9	-	4.9	5.2	52.2	22.9
	24.9	36.6	49.4	21.8	-	53.1	22.5	208.3	99.2
Current liabilities
Other payables	(15.1)	(16.8)	(26.6)	(10.7)	-	(10.9)	(7.2)	(87.3)	(39.7)
	(15.1)	(16.8)	(26.6)	(10.7)	-	(10.9)	(7.2)	(87.3)	(39.7)
Non-current liabilities
Obligations under head leases	(12.8)	(14.1)	-	-	-	-	(2.8)	(29.7)	(13.7)
Loans - secured	-	-	-	-	-	(282.5)	-	(282.5)	(141.2)
Other payables
- due to Group companies	-	-	-	-	-	-	(54.1)	(54.1)	-
- other parties and other	(1.0)	(0.5)	(0.8)	(0.3)	-	(2.7)	(54.7)	(60.0)	(2.9)
	(13.8)	(14.6)	(0.8)	(0.3)	-	(285.2)	(111.6)	(426.3)	(157.8)
Net assets	393.4	264.0	632.3	211.3	-	605.6	35.8	2,142.4	1,088.2

										2023
									100% share
	Brent Cross £m	Cabot Circus £m	Bullring £m	Grand Central £m	The Oracle £m	Westquay £m	Dundrum £m	Other £m	Total £m	Group share £m
Gross rental income	28.6	29.4	48.5	8.0	23.5	28.9	59.2	25.5	243.6	114.4
Net rental income	24.1	22.8	39.7	4.4	14.7	23.2	52.6	18.1	195.2	90.4
Administration expenses	(0.1)	(0.1)	(0.1)	(0.1)	(0.1)	(0.1)	(0.3)	(0.1)	(0.9)	(0.4)
Profit from operating activities	24.0	22.7	39.6	4.3	14.6	23.1	52.3	18.0	194.3	90.0
Revaluation (losses)/gains on properties	(9.6)	(6.1)	21.3	(13.8)	(22.3)	(2.8)	(74.4)	(55.6)	(149.5)	(73.9)
Operating profit/(loss)	14.4	16.6	60.9	(9.5)	(7.7)	20.3	(22.1)	(37.6)	44.8	16.1
Finance income	0.4	0.4	0.5	-	0.2	0.7	4.6	2.9	9.7	4.1
Finance costs	(0.4)	(0.7)	-	(0.1)	-	(0.4)	(17.1)	(7.5)	(26.1)	(10.7)
Profit/(loss) before tax	14.4	16.3	61.4	(9.6)	(7.5)	20.6	(34.6)	(42.2)	28.4	9.5
Tax charge	-	-	-	-	(0.1)	-	-	-	(0.1)	(0.1)
Profit/(loss) for the year¹	14.4	16.3	61.4	(9.6)	(7.6)	20.6	(34.6)	(42.2)	28.3	9.4
Share of distributions received by the Group	9.8	7.5	10.0	14.9	2.0	-	3.5	14.9	47.7	47.7

C. Assets and liabilities

										2023
									100% share
	Brent Cross £m	Cabot Circus £m	Bullring £m	Grand Central £m	The Oracle £m	Westquay £m	Dundrum £m	Other £m	Total £m	Group share £m
Non-current assets
Investment properties	388.0	234.9	575.0	67.0	184.1	283.5	1,011.0	156.0	2,832.5	1,379.9
Other non-current assets	12.8	13.6	0.3	2.6	-	4.2	2.2	2.6	35.7	16.7
	400.8	248.5	575.3	69.6	184.1	287.7	1,013.2	158.6	2,868.2	1,396.6
Current assets
Cash and cash equivalents	16.9	18.8	28.8	9.0	14.8	31.3	77.8	9.6	198.0	97.3
Other current assets	5.4	6.0	7.5	9.9	4.3	7.9	8.0	10.0	49.1	23.6
	22.3	24.8	36.3	18.9	19.1	39.2	85.8	19.6	247.1	120.9
Current liabilities
Loans - secured	-	-	-	-	-	-	(520.0)	-	(520.0)	(260.0)
Other payables	(14.9)	(13.1)	(22.0)	(10.8)	(8.9)	(17.0)	(9.1)	(11.3)	(96.3)	(46.0)
	(14.9)	(13.1)	(22.0)	(10.8)	(8.9)	(17.0)	(529.1)	(11.3)	(616.3)	(306.0)
Non-current liabilities
Obligations under head leases	(12.8)	(14.1)	-	(2.8)	-	(4.2)	-	(2.8)	(33.9)	(15.8)
Other payables
- due to Group companies²	-	-	-	-	-	(348.2)	-	(49.3)	(397.5)	-
- other parties and other	(0.9)	(0.2)	(0.6)	(0.4)	(0.4)	(348.9)	(1.0)	(49.9)	(401.9)	(2.5)
	(13.7)	(14.3)	(0.6)	(3.2)	(0.4)	(701.3)	(1.0)	(102.0)	(833.3)	(18.3)
Net assets/(liabilities)²	394.5	245.9	589.0	74.5	193.9	(391.4)	568.9	64.9	1,665.7	1,193.2

1 Following the impairment of Highcross to £nil in 2021, the Group ceased to equity account for its investment in this joint venture such that although gross balance sheet items on a proportionally consolidated basis remain included in the Group's figures, it was excluded from all income statement metrics including revaluation losses. The effect of this is that the Group's share of results was £nil and the cumulative losses restricted shown on the balance sheet therefore represents the Group's share of losses which exceed the Group's investment of £nil.

2 At 31 December 2023, the Group's long term loan due from Westquay of £348.2m was impaired by its share of the net liabilities of Westquay of £195.7m. The Group's total loans due from joint ventures at this date are shown net of this impairment.

D. Reconciliation of movements in investment in joint ventures

	2024 £m	2023 £m
At 1 January	1,193.2	1,342.4
Share of results of joint ventures	8.8	9.4
Additional capital investment¹	85.1	-
Advances	6.9	8.3
Cash distributions (including interest)²	(37.5)	(55.0)
Other receivables	(12.5)	(6.8)
Derecognition of joint venture³	(142.4)	(98.9)
Exchange and other movements	(13.4)	(6.2)
At 31 December	1,088.2	1,193.2

1 Reflects capital investment to Dundrum joint venture associated with refinancing of secured loan signed in 2024.

2 Comprises distributions of £28.6m (2023: £47.7m) and interest previously accrued of £8.9m (2023: £7.3m).

3 2024 reflects Westquay acquisition. 2023 includes disposal of Croydon joint venture. See note 13A for further details.

14. Investment in associates

A. Percentage share AND OTHER INFORMATION

Principal property

2024

2023

Value Retail

Various Villages across Europe

40%

As explained in note 9, the Group's investment in Value Retail was reclassified as an "asset held for sale" with effect from 30 June 2024 and the Group's share of results from Value Retail in both the current and prior years were re-presented to discontinued operations. Subsequently, on 22 July 2024 the Group announced that it had entered into a binding agreement for the sale of its entire interests in Value Retail, which completed on 18 September 2024.

The Group's other associate, a 25% stake in Italie Deux, Paris was sold in March 2023. The results of this investment, up until its disposal, formed part of the Share of Property interests to arrive at management's analysis of the Group on a proportionally consolidated basis as explained in note 3 and set out in note 2.

B. Results

		2024		2023
				Italie Deux
	100% share £m	Group share £m	100% share £m	Group share £m
Gross and net rental income	-	-	4.8	1.2
Profit for the year	-	-	4.6	1.2
Adjusted earnings		-		1.2

C. Assets and liabilities

		2024		2023
				Value Retail
	100% share £m	Group share £m	100% share £m	Group share £m
Non-current assets
Investment properties	-	-	5,142.1	1,885.7
Other non-current assets	-	-	321.3	93.0
	-	-	5,463.4	1,978.7
Current assets
Cash and cash equivalents	-	-	193.8	64.4
Other current assets	-	-	116.0	43.2
	-	-	309.8	107.6
Total assets	-	-	5,773.2	2,086.3
Current liabilities
Loans	-	-	(159.3)	(87.8)
Other payables	-	-	(143.2)	(103.2)
	-	-	(302.5)	(191.0)
Non-current liabilities
Loans	-	-	(1,973.1)	(706.1)
Participative loans	-	-	(398.5)	(98.5)
Other payables, including deferred tax	-	-	(665.7)	(188.1)
	-	-	(3,037.3)	(992.7)
Total liabilities	-	-	(3,339.8)	(1,183.7)
Net assets	-	-	2,433.4	902.6
Reverse participative loans	-	-	398.5	212.4
	-	-	2,831.9	1,115.0

D. Reconciliation of movements in investment in associates

	2024			2023
	Value Retail £m	Value Retail £m	Italie Deux £m	Total £m
At 1 January	1,115.0	1,189.4	107.7	1,297.1
Share of results of associates¹	(9.6)	14.8	1.2	16.0
Distributions	(14.2)	(66.3)	-	(66.3)
Share of other comprehensive loss of associate²	(4.4)	(8.8)	-	(8.8)
Disposals	-	-	(108.6)	(108.6)
Exchange and other movements	0.2	(14.1)	(0.3)	(14.4)
Transfer to assets held for sale (see note 9C)	(1,087.0)	-	-	-
At 31 December³	-	1,115.0	-	1,115.0

1 Share of results for Value Retail classified as discontinued operations, see note 9 for details.

2 Relates to the change in fair value of derivative financial instruments in an effective hedge relationship within Value Retail.

3 For 2023 includes accumulated impairment to the investment in Value Retail of £94.3m which was recognised in the year ended 31 December 2020 and was equivalent to the notional goodwill on the investment.

15. Trade and other receivables

A. Trade (tenant) receivables - Ageing analysis and provisioning

			2024			2023
	Gross trade receivables £m	Provision £m	Net trade receivables £m	Gross trade receivables £m	Provision £m	Net trade receivables £m
Not yet due	16.4	(0.8)	15.6	11.9	(1.2)	10.7
0-3 months overdue	7.1	(0.6)	6.5	5.5	(1.0)	4.5
3-12 months overdue	6.5	(2.8)	3.7	8.1	(2.6)	5.5
More than 12 months overdue	16.7	(9.1)	7.6	16.1	(9.2)	6.9
	46.7	(13.3)	33.4	41.6	(14.0)	27.6

B. Trade (tenant) receivables - Segmental analysis and provisioning

	2024			2023
Proportionally consolidated	Gross trade receivables £m	Provision £m	Net trade receivables £m	Gross trade receivables £m	Provision £m	Net trade receivables £m
UK	32.1	(5.6)	26.5	25.7	(6.1)	19.6
France	29.9	(9.0)	20.9	29.5	(10.7)	18.8
Ireland	5.0	(1.0)	4.0	4.6	(1.8)	2.8
Group portfolio	67.0	(15.6)	51.4	59.8	(18.6)	41.2
Less Share of Property interests	(20.3)	2.3	(18.0)	(18.2)	4.6	(13.6)
Reported Group	46.7	(13.3)	33.4	41.6	(14.0)	27.6

16. Restricted monetary assets

	2024		2023
	Current £m	Non-current £m	Current £m	Non-current £m
Cash held in respect of occupiers and co-owners¹	-	-	2.2	-
Cash held in escrow²	-	21.4	-	21.4
	-	21.4	2.2	21.4

1 Comprises amounts held to meet future services charge costs and related expenditure such as marketing expenditure, where local laws or regulations restrict the use of such cash.

2 Comprises funds placed in escrow in 2020 by Hammerson plc to satisfy potential obligations under indemnities granted in favour of Directors and officers to the extent that such obligations are not already satisfied by the Company or covered by Directors' and Officers' liability insurance. The funds will remain in trust until the later of December 2026, or, if there are outstanding claims at that date, the date on which all claims are resolved.

17. Loans

A. Loan profile

	Maturity¹	2024 £m	2023 £m
Unsecured
£338.3m 3.5% sterling bonds due 2025	n/a	-	337.3
Senior notes due 2026	2026	57.9	60.7
£43.2m (2023: £211.6m) 6% sterling bonds due 2026²	2026	43.1	211.1
€700.0m 1.75% euro bonds due 2027³	2027	574.1	600.8
Senior notes due 2028	2028	10.5	11.0
£56.8m (2023: £300.0m) 7.25% sterling bonds due 2028²	2028	55.7	292.2
Senior notes due 2031	2031	4.8	5.0
£400m 5.875% sterling bonds due 2036²	2036	392.1	-
Unamortised facility fees	2025-27	(1.8)	(2.2)
Total falling due after more than one year		1,136.4	1,515.9
£338.3m 3.5% sterling bonds due 2025	2025	337.8	-
Senior notes due 2024	n/a	-	108.6
Total		1,474.2	1,624.5

1 Maturity at 31 December 2024.

2 On 8 October 2024 the Group issued £400m 5.875% bonds due in 2036. The bonds were issued at a discount of £5.3m and therefore have an effective interest rate of 6.1%. The proceeds, along with additional cash, were used to redeem £168.4m of the bonds due in 2026 and £243.2m of the bonds due in 2028, by way of a tender. The tendered bonds were redeemed at a premium, and after associated costs, the Group recognised a premium on the redemption of the bonds of £25.5m which is shown in finance costs in note 6. This loss has been excluded from the Group's Adjusted earnings as shown in note 10A.

3 The coupon is linked to two sustainability performance targets, both of which will be tested in December 2025 against a 2019 benchmark. If the targets are not met, a total of 37.5 basis points per annum, or €2.625m (£2.2m) per target, will be payable in addition to the final year's coupon. The Group has made certain assumptions which support not increasing the effective interest rate, as a result of the possibility of failing to meet the targets. Planned future initiatives which will assist the Group in achieving the targets include the introduction of energy efficient projects, the generation of additional on or offsite energy and driving compliance with relevant energy performance legislation. While the Group continues to expect to meet both targets the additional coupon has been treated as a contingent liability.

B. UNDRAWN committed facilities

The Group has the following revolving credit facilities (RCF), which are all in sterling unless otherwise indicated, expiring as follows:

	Expiry¹	2024 £m	2023 £m
£150m RCF signed June 2021	n/a	-	50.0
JPY7.7bn RCF signed June 2021²	2026	39.4	43.2
£150m RCF signed June 2021²	2026	100.0	100.0
£463m RCF signed April 2022²	2026	-	463.0
£463m RCF signed April 2022³	2027	463.0	-
Total		602.4	656.2

1 Expiry at 31 December 2024.

2 In the 2023 financial statements the £150m RCF signed June 2021 and the £463m RCF signed April 2022 were amalgamated. These separate RCFs have been split out in these financial statements to provide additional disclosure concerning their expiry date.

3 In April 2024, the Group exercised its option to extend the maturity of the £463m 2022 RCFs by one year from 2026 to 2027.

C. Maturity analysis of undrawn committed facilities

Expiry	2024 £m	2023 £m
Within one year	-	50.0
Within one to two years	139.4	-
Within two to five years	463.0	606.2
	602.4	656.2

18. Financial instruments and risk management

A. Financial risk management and strategy

The Group's financial risk management strategy seeks to set financial limits for treasury activity to ensure they are in line with the risk appetite of the Group. The Group's activities expose it to certain financial risks comprising liquidity risk, market risk (comprising interest rate and foreign currency risk), credit risk and capital risk.

The Group's treasury function, which operates under treasury policies approved by the Board, maintains internal guidelines for interest cover, gearing, unencumbered assets and other credit ratios and both the current and projected financial position against these guidelines are monitored regularly.

To manage the risks set out above, the Group uses certain derivative financial instruments to mitigate potentially adverse effects on the Group's financial performance. Derivative financial instruments are used to manage exposure to fluctuations in foreign currency exchange rates and interest rates but are not employed for speculative purposes.

B. Financial instruments held at fair value

Definitions

The Group's financial instruments are categorised by level of fair value hierarchy prescribed by accounting standards. The different levels are defined as follows:

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (actual prices) or indirectly (derived from actual prices)

- Level 3: inputs for the asset or liability that are not based on observable market data (from unobservable inputs)

Fair value valuation technique

Financial instrument	Valuation technique for determining fair value
Unsecured bonds	Quoted market prices
Senior notes	Present value of cash flows discounted using prevailing market interest rates
Unsecured bank loans and overdrafts	Present value of cash flows discounted using prevailing market interest rates
Fair value of currency swaps and interest rate swaps	Present value of cash flows discounted using prevailing market interest rates
Other investments	Underlying net asset values of the interests in the Village/centre

19. Share capital

	2024		2023
	Number	£m	Number	£m
Called up, allotted and fully paid
Ordinary shares of 5p each	493,198,448	24.6	5,002,265,607	250.1

On 30 September 2024, the Company completed a 1 for 10 share consolidation whereby each ordinary share was subdivided into 1 ordinary share and 9 deferred shares following which the deferred shares were cancelled. As a result the nominal value of ordinary share capital reduced by £225.1m and this amount was transferred to the capital redemption reserve. For the purposes of the Group's per share metrics in note 11, given this event, the Company's number of shares at 31 December 2023 has been restated from 5,002,265,607 to 500,226,561.

On 16 October 2024, the Company announced the commencement of a share buyback programme of up to £140m. In 2024, 7.0m ordinary shares were bought back under the programme, at an average purchase price of £2.97 per share, and immediately cancelled. The nominal value of the shares cancelled of £0.4m was transferred to the capital redemption reserve and the purchase price of the shares including stamp duty and other costs totalling £20.9m was recognised in retained earnings.

Share capital includes 1,300,825 shares (2023: 7,691,247 shares) held in treasury and 1,438,095 shares (2023: 15,850,507 shares) held in an employee share trust. The shares held in treasury and the employee share trust were subject to the share consolidation as described above. On a post-consolidated share basis during the year 531,701 (2023: nil) shares were purchased in treasury, 728,801 (2023: 500) shares were purchased for the employee share trust and 875,756 (2023: 961,170) shares were issued to employees.

20. Dividends

	Cash dividend per share¹	2024 £m	2023 £m
2023 interim dividend	7.20p	-	35.9
2023 final dividend	7.80p	39.0	-
2024 interim dividend	7.56p	37.6	-
		76.6	35.9
Cash flow analysis:
Dividends paid²		76.6	29.9
Withholding tax - 2023 interim dividend²		6.0	-
		82.6	29.9
Total dividends per share paid in the year		15.36p	7.20p

1 The dividend per share have been restated to reflect the 1 for 10 share consolidation as explained in note 19.

2 Dividends paid as a Property Income Distribution (PID) are subject to withholding tax which is paid approximately two months after the dividend itself is paid.

A final 2024 dividend of 8.07p per share payable in cash, was recommended by the Board on 25 February 2025 and, subject to approval by shareholders at the 2025 AGM, is payable on 3 June 2025 on 3 June to shareholders on the register at the close of business on 25 April 2025. The dividend will be paid entirely as a non-PID, and treated as an ordinary company dividend.

21. Notes to the cash flow statement

A. Analysis of items included in operating cash flows

	2024 £m	2023 £m
Net movements in working capital and restricted monetary assets
Movements in working capital:
- (Increase)/decrease in receivables	(20.3)	8.8
- Increase/(decrease) in payables	11.6	(19.8)
	(8.7)	(11.0)
Decrease in restricted monetary assets	2.1	6.3
Total - continuing operations	(6.6)	(4.7)

	2024 £m	2023 £m
Non-cash items
Increase in accrued rents receivable	(2.5)	(3.2)
Increase in loss allowance provisions¹	2.9	1.0
Amortisation of lease incentives and other costs	0.2	0.6
Depreciation (note 5)	1.4	3.0
Other non-cash items including share-based payment charge	3.3	1.4
	5.3	2.8

1 Comprises movement in provisions against trade (tenant) receivables and unamortised tenant incentives.

B. Analysis of movements in net debt

			2024				2023
	Cash and cash equivalents £m	Borrowings £m		Net debt £m	Cash and cash equivalents £m	Borrowings £m		Net debt £m
At 1 January	472.3	(1,635.9)		(1,163.6)	218.8	(1,677.0)		(1,458.2)
Cash flow	267.7	104.9		372.6	254.6	(15.1)		239.5
Change in fair value of currency swaps	-	(2.1)		(2.1)	-	(1.9)		(1.9)
Exchange and other non-cash movements	(2.1)	61.1		59.0	(1.1)	58.1		57.0
At 31 December	737.9	(1,472.0)		(734.1)	472.3	(1,635.9)		(1,163.6)

Borrowings at 31 December 2024 reflects loans of £1,474.2m (2023: £1,624.5m) and fair value of currency swaps of £(2.2)m (2023: £11.4m).

22. Contingent liabilities and commitments

A. Contingent liabilities

	2024 £m	2023 £m
Reported Group:
- guarantees given	3.7	23.1
- claims arising in the normal course of business	15.7	15.6
Share of Property interests - claims arising in the normal course of business	5.8	12.4
Proportionally consolidated	25.2	51.1

In addition, the Group operates in a number of jurisdictions and is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business. The tax impact can be uncertain until a conclusion is reached with the relevant tax authority or through a legal process. The Group addresses this by closely monitoring these potential instances, seeking independent advice and maintaining transparency with the authorities it deals with as and when any enquiries are made. As a result, the Group has identified a potential tax exposure attributable to the ongoing applicability of tax treatments adopted in respect of certain tax structures within the Group, and is in correspondence with the relevant authorities. The range of potential outcomes is a possible outflow of minimum £nil and maximum £131m (2023: minimum £nil and maximum £122m). The Directors have not provided for this amount because they do not believe an outflow is probable.

B. Capital commitments on investment properties

	2024 £m	2023 £m
Reported Group	1.9	0.4
Share of Property interests	43.8	45.5
	45.7	45.9

Additional information-unaudited

	Table		Table
Summary EPRA performance measures	1	Financing analysis
		Net debt	12
Portfolio analysis		Movement in net debt	13
Rental income	2	Net debt : EBITDA	14
Gross rental income	3	Interest cover	15
Net rental income	4	Gearing	16
Other rental data	5	Loan to value	17
Vacancy	6	EPRA loan to value	18
Lease expiries and breaks	7	Unencumbered asset ratio	19
Top ten tenants	8
Valuation analysis	9	Other key metrics
Capital expenditure (including acquisitions)	10	Cost ratio	20
Net initial yield	11	Total accounting return	21

Hammerson is a member of the European Public Real Estate Association (EPRA) and has representatives who actively participate in a number of EPRA committees and initiatives. This includes working with peer group companies, real estate investors and analysts and the large audit firms, to improve the transparency, comparability and relevance of the published results of listed real estate companies in Europe.

As with other real estate companies, we have adopted the EPRA Best Practice Recommendations (BPR) and were again awarded a Gold Award for compliance with the EPRA BPR for our 2023 Annual Report. Further information on EPRA and the EPRA BPR can be found on their website www.epra.com. Details of our key EPRA metrics are shown in Table 1.

In September 2024, EPRA issued updated EPRA earnings guidelines within its BPR. These included the addition of two new adjustment categories relating to funding structures and non-operating and exceptional items. In relation to EPRA earnings, the Group will adopt these new guidelines for its next reporting period, beginning 1 January 2025.

Summary EPRA performance measures

Table 1

Performance measure	Note/ Table¹	2024	2023
Earnings	10A	£86.1m	£102.8m
Earnings per share (EPS)	11B	17.3p	2.1p
Cost ratio (including vacancy costs)	Table 20	39.8%	41.2%

		2024	2023
Net Disposal Value (NDV) per share²	11C	£3.73	£5.00
Net Tangible Assets value (NTA) per share²	11C	£3.70	£5.08
Net Reinstatement Value (NRV) per share²	11C	£4.04	£5.89
Net Initial Yield (NIY)	Table 11	5.9%	5.9%
Topped-up Net Initial Yield	Table 11	6.2%	6.3%
Vacancy rate	Table 6	5.3%	5.8%
Loan to value	Table 18	31.9%	48.1%

1 Note references are to notes in the financial statements and Table references are to tables in the Additional Information section.

2 2023 per share figures restated to reflect the 1 for 10 share consolidation undertaken during 2024. See note 19 of the financial statements for further details.

Portfolio analysis

The information presented in this section is on a management reporting basis i.e. proportionally consolidated.

Where applicable, the information presented within the 'Development and other' segment only reflects available data in relation to the investment properties within this segment. See the Key Properties section for the principal properties in this segment.

Rental income

Table 2

Proportionally consolidated	Reported Group £m	Share of Property interests £m	2024 £m	Reported Group £m	Share of Property interests £m	2023 £m
Base rent	63.9	75.6	139.5	69.6	83.7	153.3
Turnover rent	3.0	7.1	10.1	4.7	8.9	13.6
Car park income	9.3	16.7	26.0	10.9	17.2	28.1
Commercialisation income	1.7	4.7	6.4	2.5	3.8	6.3
Surrender premiums	0.1	2.4	2.5	0.1	0.3	0.4
Lease incentive recognition	2.8	-	2.8	3.2	1.1	4.3
Other rental income	1.0	0.7	1.7	1.8	0.6	2.4
Gross rental income	81.8	107.2	189.0	92.8	115.6	208.4

Net service charge expense	(4.0)	(2.5)	(6.5)	(2.5)	(3.3)	(5.8)

Ground rents payable	(1.1)	(0.8)	(1.9)	(1.1)	(0.7)	(1.8)
Inclusive lease costs recovered through rent	(2.4)	(1.7)	(4.1)	(2.4)	(4.0)	(6.4)
Other property outgoings	(13.4)	(17.1)	(30.5)	(11.0)	(15.9)	(26.9)
Cost of sales	(16.9)	(19.6)	(36.5)	(14.5)	(20.6)	(35.1)
Adjusted net rental income	60.9	85.1	146.0	75.8	91.7	167.5

Gross rental income

Table 3

						2024
Proportionally consolidated	Properties owned throughout 2023/24 £m	Change in like-for-like GRI %	Disposals £m	Acquisitions £m	Developments and other £m	Total £m
UK	74.4	(0.1)	3.1	2.5	-	80.0
France	55.2	7.8	0.1	-	-	55.3
Ireland	37.7	(3.4)	-	-	-	37.7
Flagship destinations	167.3	1.6	3.2	2.5	-	173.0
Developments and other	-	-	-	-	16.0	16.0
Total	167.3	1.6	3.2	2.5	16.0	189.0

						2023
Proportionally consolidated	Properties owned throughout 2023/24 £m	Exchange £m	Disposals £m	Acquisitions £m	Developments and other £m	Total £m
UK	74.5	-	18.3	-	-	92.8
France	51.2	1.6	4.6	-	1.2	58.6
Ireland	39.0	1.0	-	-	-	40.0
Flagship destinations	164.7	2.6	22.9	-	1.2	191.4
Developments and other	-	0.1	1.6	-	15.3	17.0
Total	164.7	2.7	24.5	-	16.5	208.4

Gross rental income at Cabot Circus and The Oracle, where significant repositioning works are ongoing, totalled £22.5m (2023: £24.1m). Excluding these two destinations increases the change in like-for-like GRI from 1.6% to 3.0%.

Net rental income

Table 4

								2024
Proportionally consolidated	Properties owned throughout 2023/24 £m	Change in like-for-like NRI %	Disposals £m	Acquisitions £m	Developments and other £m	Adjusted NRI £m	Change in provision £m	NRI £m
UK	58.0	(0.5)	3.0	1.7	(1.1)	61.6	-	61.6
France	45.3	4.2	0.1	-	(1.8)	43.6	-	43.6
Ireland	33.1	(6.3)	-	-	(0.3)	32.8	-	32.8
Flagship destinations	136.4	(0.5)	3.1	1.7	(3.2)	138.0	-	138.0
Developments and other	-	-	-	-	8.0	8.0	-	8.0
Total	136.4	(0.5)	3.1	1.7	4.8	146.0	-	146.0

								2023
Proportionally consolidated	Properties owned throughout 2023/24 £m	Exchange £m	Disposals £m	Acquisitions £m	Developments and other £m	Adjusted NRI £m	Change in provision £m	NRI £m
UK	58.2	-	15.2	-	(0.6)	72.8	(0.3)	72.5
France	43.5	1.3	3.9	-	0.7	49.4	-	49.1
Ireland	35.4	1.0	-	-	-	36.4	-	36.4
Flagship destinations	137.1	2.3	19.1	-	0.1	158.6	(0.3)	158.3
Developments and other	-	0.1	(0.1)	-	8.9	8.9	-	9.0
Total	137.1	2.4	19.0	-	9.0	167.5	(0.3)	167.3

The portfolio value on which like-for-like NRI growth is based was £2,259.0m (2023: £2,368.2m).

Net rental income at Cabot Circus and The Oracle, where significant repositioning works are ongoing, totalled £16.1m (2023: £17.0m). Excluding these two destinations increases the change in like-for-like NRI from -0.5% to 0.2%.

Other rental data

Table 5

	2024		At 31 December 2024
Proportionally consolidated	Gross rental income £m	Adjusted net rental income £m	Vacancy rate¹ %	Average passing rent² £/m²	Passing rent³ £m	Estimated rental value⁴ £m	Passing rent for reversion⁵ £m	Reversion/ (over- rented)⁶ %
UK	80.0	61.6	4.3	420	85.7	83.0	83.0	0.1
France	55.3	43.6	6.8	455	51.8	58.9	53.0	11.1
Ireland	37.7	32.8	2.7	470	36.6	37.7	35.1	7.2
Flagship destinations	173.0	138.0	4.9	440	174.1	179.6	171.1	5.0
Developments and other	16.0	8.0	13.1	185	8.3	9.4	8.8	7.2
Total	189.0	146.0	5.3	405	182.4	189.0	179.9	5.1

	2023		At 31 December 2023
Proportionally consolidated	Gross renter income £m	Adjusted net rental income £m	Vacancy rate¹ %	Average passing rent² £/m²	Passing rent³ £m	Estimated rental value⁴ £m	Passing rent for reversion⁵ £m	Reversion/ (over- rented)⁶ %
UK	92.8	72.9	4.9	400	87.3	82.3	83.7	(1.8)
France	58.6	49.4	6.9	450	53.0	61.3	54.2	13.2
Ireland	40.0	36.3	3.8	480	39.0	39.5	37.1	6.4
Flagship destinations	191.4	158.6	5.4	430	179.3	183.1	175.0	4.6
Developments and other	17.0	8.9	13.6	190	8.5	10.0	9.2	8.9
Total	208.4	167.5	5.8	400	187.8	193.1	184.2	4.8

1 See Table 6 for analysis of vacancy.

2 Average passing rent at the year end before deducting head rents and excluding passing rent from anchor units, car parks and commercialisation.

3 Passing rent is the annual rental income receivable at the year end from an investment property, after any rent-free periods and after deducting head rents and car parking and commercialisation running costs totalling £12.6m (2022: £14.2m).

4 The estimated rental value (ERV) at the year end calculated by the Group's valuers and included within the unobservable inputs to the portfolio valuations as defined by IFRS 13. At 31 December 2024, includes ERV for vacant space of £8.9m (2023: £9.9m) as per Table 5 and ERV for space undergoing reconfiguration of £2.7m (2023: £2.6m) of which UK £1.9m and Ireland £0.8m).

5 Passing rent for reversion is passing rent adjusted for tenant incentives and inclusive costs, to give a better comparison with ERV which is on a net effective basis.

6 The reversion/(over-rented) figures show a direct comparison between the valuers' ERV and passing rent for reversion, with both sets of figures being on a net effective basis. The reversion/(over-renting) figures therefore show the future change in the Group's rental income from the settlement of rent reviews or a combination of letting:

- units at prevailing ERVs at the next lease event i.e. break or expiry (see Table 7)

- vacant units (see Table 6)

- units undergoing reconfiguration (see note 4 above)

Vacancy

Table 6

			2024			2023
Proportionally consolidated	ERV of vacant Space £m	Total ERV for vacancy¹ £m	Vacancy rate %	ERV of vacant space £m	Total ERV for vacancy¹ £m	Vacancy rate %
UK	2.9	67.5	4.3	3.2	65.9	4.9
France	4.0	58.2	6.8	4.2	60.6	6.9
Ireland	0.9	33.0	2.7	1.3	35.2	3.8
Flagship destinations	7.7	158.7	4.9	8.7	161.7	5.4
Developments and other	1.1	8.5	13.1	1.2	8.5	13.6
Group portfolio	8.9	167.2	5.3	9.9	170.2	5.8

1 Total ERV for vacancy shown above differs from Table 4 due to the exclusion of car park ERV and head rents payable as these both distort the vacancy metric.

Lease expiries and breaks at 31 December 2024

Table 7

	Rental income based on passing rent of leases that expire/break in					ERV of leases that expire/break in					Weighted average unexpired lease term
Proportionally consolidated	Holding over £m	2025 £m	2026 £m	2027 £m	Total £m	Holding over £m	2025 £m	2026 £m	2027 £m	Total £m	to break years	to expiry years
UK	6.9	2.2	9.5	8.5	27.1	7.7	2.4	10.1	8.6	28.8	4.7	6.3
France	2.6	1.7	1.3	1.2	6.8	2.4	3.3	1.4	1.5	8.6	2.9	6.6
Ireland	2.7	0.4	1.5	1.1	5.7	2.8	0.4	1.6	1.2	6.0	5.3	6.7
Flagship destinations	12.2	4.3	12.3	10.8	39.6	12.9	6.1	13.1	11.3	43.4	4.2	6.5
Developments and other	1.4	0.1	0.3	0.5	2.3	1.7	0.1	0.3	0.5	2.6	7.1	8.4
Group portfolio	13.6	4.4	12.6	11.3	41.9	14.6	6.2	13.4	11.8	46.0	4.4	6.6

The table above compares passing rent (as per Table 5) on a headline basis for those units with leases expiring or subject to a occupier break in each year compared to the ERV of those units determined by the Group's valuers on a net effective basis (as per Table 5).

Top ten tenants at 31 December 2024 (ranked by passing rent)

Table 8

Proportionally consolidated	Passing rent £m	% of total passing rent
Inditex	10.2	5.7
H&M	3.9	2.1
Next	3.5	1.9
JD Sports	3.3	1.8
Marks & Spencer	3.2	1.8
Watches of Switzerland	3.2	1.7
CK Hutchison (Superdrug)	2.7	1.5
Boots	1.9	1.0
River Island	1.7	0.9
Printemps	1.7	0.9
	35.3	19.3

Valuation analysis

Table 9

							2024
Proportionally consolidated	Properties at valuation £m	Revaluation gains/(losses) in the year £m	Income return %	Capital return %	Total return %	Initial yield %	Nominal equivalent yield¹ %
UK	915.3	16.8	7.9	0.8	8.7	7.2	7.8
France	964.1	4.5	4.5	0.5	5.1	4.3	5.1
Ireland	522.0	(82.6)	6.0	(13.4)	(8.1)	6.2	6.7
Flagship destinations	2,401.4	(61.3)	6.0	(3.0)	2.9	5.9	6.5
Developments and other	257.6	(30.1)	2.9	(7.0)	(4.3)	8.7	9.7
Total	2,659.0	(91.4)	5.7	(3.4)	2.1	5.9	6.6

							2023
	Properties at valuation £m	Revaluation losses in the year £m	Income return² %	Capital return^{2 3} %	Total return^{2 3} %	Initial yield %	Nominal equivalent yield¹ %
UK	863.1	(21.8)	8.7	(2.4)	6.1	7.8	8.1
France	1,003.3	(15.2)	4.6	(4.3)	0.1	4.4	5.1
Ireland	629.7	(37.5)	5.7	(5.6)	(0.2)	5.4	5.8
Flagship destinations	2,496.1	(74.5)	6.3	(4.0)	2.0	5.8	6.3
Developments and other	280.0	(44.6)	2.7	(6.2)	(3.6)	8.2	9.6
Total	2,776.1	(119.1)	5.9	(4.1)	1.6	5.9	6.4

1 Nominal equivalent yields are included within the unobservable inputs to the portfolio valuations as defined by IFRS 13. The nominal equivalent yield for the Reported Group was 5.9% (2023: 5.7%).

2 Returns in 2023 included 100% of Italik, 75% of which was classified as a trading property until its sale in March 2023.

3 Capital and Total return figures in 2023 included the losses on disposal and impairment charges on derecognised assets (Highcross and O'Parinor).

Capital expenditure (including acquisitions)

Table 10

			2024			2023
Proportionally consolidated	Reported Group £m	Share of Property interests £m	Proportionally consolidated £m	Reported Group £m	Share of Property interests £m	Proportionally consolidated £m
Acquisitions	140.9	-	140.9	-	-	-
Developments	3.2	10.4	13.6	3	10	13
Capital expenditure - creating area	0.5	0.5	1.0	1	-	1
Capital expenditure - no additional area	6.3	7.8	14.1	12	13	25
Tenant incentives	5.1	6.2	11.3	4	4	8
Total	156.0	24.9	180.9	20	27	47
Conversion from accruals to cash basis	(1.5)	8.4	6.9	(1)	(3)	(4)
Total on cash basis	154.5	33.3	187.8	19	24	43

Net initial yield

Table 11

Proportionally consolidated		Note/ Table	2024 £m	2023 £m
Reported Group (wholly owned and joint operations)		3B	1,487.0	1,396.2
Share of Property interests		3B	1,172.0	1,379.9
Portfolio valuation on a proportionally consolidated basis		3B	2,659.0	2,776.1
Less: Developments¹			(188.4)	(192.3)
Completed investment portfolio			2,470.6	2,583.8
Purchasers' costs²			161.5	171.9
Grossed up completed investment portfolio	A		2,632.1	2,755.7

Annualised cash passing rental income			179.3	182.4
Non-recoverable costs			(18.6)	(15.5)
Rents payable			(4.4)	(4.1)
Annualised net rent	B		156.3	162.8
Add:
Notional rent on expiration of rent-free periods and other lease incentives³			5.5	7.8
Future rent on signed leases			2.0	1.7
Topped-up annualised net rent	C		163.8	172.3
Add back: Non-recoverable costs			18.6	15.5
Passing rent		Table 5	182.4	187.8

EPRA Net initial yield	B/A	Table 9	5.9%	5.9%
EPRA 'Topped-up' net initial yield	C/A		6.2%	6.3%

1 Included within the Developments and other portfolio.

2 Purchasers' costs equate to 6.5% (2023: 6.7%) of the value of the completed investment portfolio.

3 For leases in rent free period, the weighted average remaining rent-free period is 0.4 years (2023: 0.5 years).

FINANCING ANALYSIS

Net debt

Table 12

			2024			2023
Proportionally consolidated	Reported Group £m	Share of Property interests £m	Total £m	Reported Group £m	Share of Property interests £m	Total £m
Cash and cash equivalents	737.9	76.3	814.2	472.3	97.3	569.6
Loans	(1,474.2)	(141.2)	(1,615.4)	(1,624.5)	(260.0)	(1,884.5)
Fair value of currency swaps	2.2	-	2.2	(11.4)	-	(11.4)
Net debt	(734.1)	(64.9)	(799.0)	(1,163.6)	(162.7)	(1,326.3)

Movement in net debt

Table 13

Proportionally consolidated	Note/ Table	2024 £m	2023 £m
Opening net debt	Table 12	(1,326.3)	(1,732.1)
Profit from operating activities	2	108.6	117.4
(Increase)/decrease in receivables and restricted monetary assets		(12.6)	16.4
Increase/(decrease) in payables		4.2	(31.0)
Adjustment for non-cash items		2.1	0.7
Cash generated from operations		102.3	103.5
Interest received		53.6	43.6
Interest paid		(93.0)	(93.5)
Distributions from Value Retail		19.4	73.6
Tax repaid/(paid)		0.1	(0.4)
Cash flows from operating activities		82.4	126.8

Investing activities
Acquisition		(140.8)	-
Capital expenditure		(47.0)	(42.9)
Derecognition of JV cash		-	(15.6)
Derecognition of JV secured debt		-	125.0
Cash held within sold or derecognised entities		-	(8.4)
Distribution from other investment		1.1	-
Sale of Value Retail		583.6	-
Sale of properties		117.4	216.4
Cash flows from investing activities		514.3	274.5

Financing activities
(Premium)/Discount on redemption of bonds		(25.5)	4.3
Debt and loan facility issuance and extension fees		-	(0.6)
Purchase of own shares		(3.4)	-
Proceeds from awards of own shares		-	0.1
Shares repurchased		(20.9)	-
Equity dividends paid		(82.6)	(30.0)
Cash flows from financing activities		(132.4)	(26.2)
Exchange translation movement		63.0	30.7
Closing net debt	Table 12	(799.0)	(1,326.3)

Net debt : EBITDA

Table 14

Proportionally consolidated, including discontinued operations		Note/ Table	2024 £m	2023 £m
Net debt	A	Table 12	799.0	1,326.3

Adjusted operating profit (including share of Value Retail's adjusted earnings)		2	133.8	163.0
Amortisation of tenant incentives and other items within net rental income			(2.6)	(3.6)
Share-based remuneration			4.3	3.6
Depreciation			1.4	3.0
EBITDA	B		136.9	166.0

Net debt : EBITDA	A/B		5.8x	8.0x

Interest cover

Table 15

Proportionally consolidated		Note	2024 £m	2023 £m
Adjusted net rental income		2	146.0	167.5
Less net rental income in associates: Italie Deux		14B	-	(1.1)
	A		146.0	166.4
Adjusted net finance costs		2	32.3	45.9
Less interest on lease obligations and pensions			(3.3)	(3.3)
	B		29.0	42.6

Interest cover	A/B		5.03x	3.91x

Gearing

Table 16

Proportionally consolidated		Table	2024 £m	2023 £m
Net debt		Table 12	799.0	1,326.3
Unamortised borrowing costs			19.1	18.4
Net debt for gearing	A		818.1	1,344.7
Equity shareholders' funds - 'Consolidated net tangible worth'	B		1,821.1	2,462.6

Gearing	A/B		44.9%	54.6%

Loan to value

Table 17

Proportionally consolidated		Note/ Table	2024 £m	2023 £m
Net debt - 'Loan'	A	Table 12	799.0	1,326.3

Property portfolio	B	3B	2,659.0	2,776.1
Investment in Value Retail		14C	-	1,115.0
'Value'	C		2,659.0	3,891.1

Loan to value	A/C		30.0%	34.1%

Net debt - Value Retail	D		-	729.6
Property portfolio - Value Retail	E	14C	-	1,885.7

Loan to value - Full proportional consolidation of Value Retail¹	(A+D)/(B+E)		30.0%	44.1%

Net payables - Proportionally consolidated			48.0	110.9
Net payables - Value Retail			-	76.4
Net payables - Group	F		48.0	187.3

Loan to value - EPRA	(A+D+F)/(B+E)	Table 18	31.9%	48.1%

1 Following the sale of the Group's interests in Value Retail in September 2024 this ratio is the same as Loan to value.

EPRA loan to value

Table 18

						2024
Proportionally consolidated		Reported Group £m	Share of joint ventures £m	Share of associates £m	Non-controlling interests £m	Total £m
Include:
Loans		1,474.2	141.2	-	-	1,615.4
Foreign currency derivatives		(2.2)	-	-	-	(2.2)
Net payables¹		29.2	18.8	-	-	48.0
Exclude:
Cash and cash equivalents		(737.9)	(76.3)	-	-	(814.2)
Net debt	A	763.3	83.7	-	-	847.0
Include:
Investment properties at fair value		1,487.0	1,172.0	-	-	2,659.0
Total property value	B	1,487.0	1,172.0	-	-	2,659.0

EPRA Loan to value	A/B					31.9%

						2023
		Reported Group £m	Share of joint ventures £m	Share of associates £m	Non-controlling interests £m	Total £m
Include:
Loans		1,624.5	260.0	793.9	-	2,678.4
Foreign currency derivatives		11.4	-	-	-	11.4
Net payables¹		87.5	23.9	76.4	-	187.8
Exclude:
Cash and cash equivalents		(472.3)	(97.3)	(64.4)	-	(634.0)
Net debt	A	1,251.1	186.6	805.9	-	2,243.6
Include:
Investment properties at fair value		1,396.2	1,379.9	1,885.7	-	4,661.8
Total property value	B	1,396.2	1,379.9	1,885.7	-	4,661.8

EPRA Loan to value	A/B					48.1%

Rows with zero balances have intentionally been excluded from the EPRA specified format in the above tables.

1 Net payables includes the following balance sheet accounts for both current and non-current balances: interests in leasehold properties, right-of-use assets, trade and other receivables, restricted monetary assets, trade and other payables, obligations under head leases, tax (excluding deferred tax) and the fair value of interest rate swaps.

Unencumbered asset ratio

Table 19

Proportionally consolidated		Note/ Table	2024 £m	2023 £m
Property portfolio		3B	2,659.0	2,776.1
Less encumbered assets¹			(406.0)	(487.7)
Total unencumbered assets	A		2,253.0	2,288.4
Net debt		Table 12	799.0	1,326.3
Adjustments:
- Cash held within investments in encumbered joint ventures¹			24.6	39.4
- Unamortised borrowing costs			19.1	18.4
- Encumbered loans¹			(144.6)	(260.2)
Total unsecured debt	B		698.1	1,123.9

Unencumbered asset ratio	A/B		3.23x	2.04x

1 Encumbered assets, cash and loans relate solely to Dundrum.

OTHER KEY METRICS

Cost ratio

Table 20

Proportionally consolidated		2024 £m	2023 £m
Adjusted gross administration costs		43.5	51.5
Business transformation costs (see note 10A)	A	4.9	13.2
Gross administration costs		48.4	64.7
Property fee income		(6.3)	(8.4)
Management fee receivable		(4.4)	(6.5)
Property outgoings		39.2	39.1
Less inclusive lease costs recovered through rent		(4.1)	(6.4)
Total operating costs for cost ratio	B	72.8	82.5
Less vacancy costs		(10.5)	(8.6)
Total operating costs excluding vacancy costs for cost ratio	C	62.3	73.9

Gross rental income		189.0	208.4
Ground rents payable		(1.9)	(1.8)
Less inclusive lease costs recovered through rent		(4.1)	(6.4)
Gross rental income for cost ratio	D	183.0	200.2

Cost ratio including vacancy costs (excluding business transformation costs)	(B-A)/D	37.1%	34.6%
EPRA Cost ratio including vacancy costs	B/D	39.8%	41.2%
EPRA Cost ratio excluding vacancy costs	C/D	34.0%	36.9%

The Group's business model for development is to use a combination of in-house resource and external advisors. The cost of external advisors is capitalised to the cost of developments. The cost of employees working on developments is generally expensed, but for wholly owned properties is capitalised subject to meeting certain criteria related to the degree of time spent on specific projects. Employee costs of £0.6m (2023: £0.1m) were capitalised as development costs in the year and are not included within Gross administration costs above.

Total accounting return

Table 21

			2024		2023
		NTA £m	NTA per share £¹	NTA £m	NTA per share £¹
EPRA NTA at 1 January	A	2,542.0	5.08	2,633.7	5.27
EPRA NTA at 31 December		1,825.4	3.70	2,542.0	5.08
Reduction in NTA		(716.6)	(1.38)	(91.7)	(0.19)
Cash dividends in the year		76.6	0.15	35.9	0.07
	B	(640.0)	(1.23)	(55.8)	(0.12)

Total accounting return	B/A		(24.2)%		(2.1)%

1 NTA per share metrics have been restated to reflect the 1 for 10 share consolidation undertaken during 2024. See note 19 for further details.

KEY PROPERTIES

Key property listing at 31 December 2024

Table 22

						Passing rent
	Location	Accounting classification where not wholly owned	Ownership	Area, m²	No. of tenants	2024 £m	2023¹ £m
Flagship destinations
UK
Brent Cross	London	Joint venture	41%	105,500	115	12.8	12.8
Bullring²	Birmingham	Joint venture	50%	122,400	147	25.2	23.9
Cabot Circus³	Bristol	Joint venture	50%	108,000	106	10.9	10.7
The Oracle	Reading	Joint venture	50%	69,500	102	10.0	10.4
Westquay	Southampton		100%	95,400	108	26.8	13.6
				500,800	578	85.7	71.4
France
Les 3 Fontaines⁴	Cergy		100%	72,600	189	22.7	21.9
Les Terrasses du Port	Marseille		100%	62,800	160	29.1	30.3
				135,400	349	51.8	52.2
Ireland
Dundrum	Dublin	Joint venture	50%	126,500	155	26.2	27.7
Ilac Centre	Dublin	Joint operation	50%	28,200	65	3.3	4.1
Pavilions	Swords	Joint operation	50%	44,400	98	7.1	7.2
				199,100	318	36.6	39.0


Total flagships				835,300	1,245	174.1	162.6

Developments and other (key properties)
Bristol Broadmead³	Bristol	Joint venture	50%	33,400	65	2.4	2.9
Dublin Central	Dublin		100%	n/a	n/a	n/a	n/a
Dundrum Phase II	Dublin	Joint venture	50%	n/a	n/a	n/a	n/a
Grand Central²	Birmingham	Joint venture	50%	39,500	54	4.1	3.7
Eastgate	Leeds		100%	n/a	n/a	n/a	n/a
Martineau Galleries²	Birmingham		100%	38,600	36	1.8	2.0
Pavilions land	Swords		100%	n/a	n/a	n/a	n/a
The Goodsyard	London	Joint venture	50%	n/a	n/a	n/a	n/a

1 2023 passing rent reflects Westquay ownership at 50% and 2023 year end exchange rate of £1:€1.153.

2 Collectively known as the Birmingham Estate.

3 Collectively known as the Bristol Estate.

4 Property includes areas held under co-ownership; figures above reflect the Group's ownership interests only.

Responsibility statement

The Annual Report 2024 which will be issued in March 2025, contains a responsibility statement in compliance with DTR 4.1.12 of the Disclosure Guidance and Transparency Rules which sets out that as at the date of approval on 25 February 2025, the Directors confirm to the best of their knowledge:

- The Group financial statements, which have been prepared in accordance with UK-adopted international accounting standards and International Financial Reporting Standards (IFRS) adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, give a true and fair view of the assets, liabilities, financial position and loss of the Group

- The Company financial statements, which have been prepared in accordance with UK Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities and financial position of the Company

- The Strategic Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces

The financial statements were approved by the Directors and signed on their behalf by:

Rita-Rose Gagné	Himanshu Raja
Director	Director

25 February 2025

Glossary

2024 share consolidation	The 10:1 share consolidation and re-designation of the Company's ordinary shares that took effect on 30 September 2024, further information on which was set out in the Company's Circular to Shareholders and Notice of Meeting dated 8 August 2024.
Adjusted earnings	Reported amounts excluding certain items in accordance with EPRA guidelines and also certain Company specific items which the Directors believe are not reflective of the normal day-to-day operating activities of the Group.
Annual Incentive Plan (AIP)	Annual bonus plan for all employees, including Executive Directors.
AUM (Assets under management)	The 100% value of the Group's properties under management.
Average cost of debt or weighted average interest rate (WAIR)	The cost of finance expressed as a percentage of the weighted average debt (can be calculated on both a net and gross debt basis) during the period.
Borrowings	The aggregate of loans and the fair value of currency swaps but excluding the fair value of the interest rate swaps, as this crystallises over the life of the instruments rather than at maturity.
BREEAM	An environmental rating assessed under the Building Research Establishment Environmental Assessment Method.
Capital return	The change in property value during the period after taking account of capital expenditure, calculated on a monthly time-weighted and constant currency basis.
Corporate Sustainability Reporting Directive (CSRD)	A new directive requiring large companies to disclose ESG information based on the European Sustainability Reporting Standards (ESRS). The Group is expecting to report under CSRD for the year ending 31 December 2025.
EBITDA	Earnings before interest, tax, depreciation and amortisation.
EPRA	The European Public Real Estate Association, a real estate industry body, of which the Company is a member. This organisation has issued Best Practice Recommendations with the intention of improving the transparency, comparability and relevance of the published results of listed real estate companies in Europe.
Equivalent yield (true and nominal)	The capitalisation rate applied to future cash flows to calculate the gross property value. The cash flows reflect future rents resulting from lettings, lease renewals and rent reviews based on current ERVs. The true equivalent yield (TEY) assumes rents are received quarterly in advance, while the nominal equivalent yield (NEY) assumes rents are received annually in arrears. These yields are determined by the Group's external valuers.
ERV	The estimated market rental value of the total lettable space in a property calculated by the Group's external valuers on a net effective basis.
ESG (Environmental, Social and Governance)	A framework that helps stakeholders understand how an organisation is managing risks and opportunities related to environmental, social, and governance criteria. ESG takes the holistic view that sustainability extends beyond just environmental issues.
EU Taxonomy	A green classification system that translates the EU's climate and environmental objectives into criteria for specific economic activities for investment purposes. It establishes a list of environmentally sustainable economic activities to facilitate sustainable investment and requires mandatory disclosure obligations on some companies and investors, requiring them to disclose their share of Taxonomy-aligned activities.
F&B	Food and beverage.
Gearing	Net debt expressed as a percentage of equity shareholders' funds calculated as per the covenant definition in the Group's unsecured revolving credit and facilities and private placement senior notes.
Gross property value or Gross asset value (GAV)	Property value before deduction of purchasers' costs, as determined by the Group's external valuers.
Gross rental income (GRI)	Income from leases, car parks and commercialisation, after amortising lease incentives.
Headline rent	The annual rental income derived from a lease, including base and turnover rent but after rent-free periods.
Inclusive lease	A lease, often for a short period, under which the rent includes costs such as service charge, rates and utilities. Instead, the landlord incurs these costs as part of the overall commercial arrangement.
Income return	Income derived from property taken as a percentage of the property value on a time-weighted and constant currency basis after taking account of capital expenditure.
Initial yield (or Net initial yield (NIY))	Annual cash rents receivable (net of head rents and the cost of vacancy, and, in the case of France, net of an allowance for costs of approximately 5%, primarily for management fees), as a percentage of gross property value, as provided by the Group's external valuers. Rents receivable following the expiry of rent-free periods are not included. Rent reviews are assumed to have been settled at the contractual review date at ERV.
Interest cover	Adjusted net rental income divided by Adjusted net finance costs before capitalised interest and interest charges on lease obligations and pensions. All figures exclude associates.
Interest rate or currency swap (or derivatives)	An agreement with another party to exchange an interest or currency rate obligation for a pre-determined period.
Joint venture and associate management fees	Fees charged to joint ventures and associates for accounting, secretarial, asset and development management services.
Leasing	Comprises new lettings and renewals. For temporary leases (period of less than one year), leasing value reflects the rent secured for the period of the lease, not an annualised figure.
Leasing vs Passing rent	A comparison of Headline rent from new leases and renewals to the Passing rent at the most recent balance sheet date.
Like-for-like (LfL)	A methodology for comparing key metrics, calculated to reflect properties owned throughout both current and prior periods, and where applicable calculated on a constant currency basis.
Like-for-like (LfL) GRI/NRI	The percentage change in GRI/NRI for flagship properties owned throughout both current and prior periods, calculated on a constant currency basis. Properties undergoing a significant extension project are excluded from this calculation during the period of the works. For interim reporting periods properties sold between the balance sheet date and the date of the announcement are also excluded from this metric.
Loan to value (LTV)	Net debt expressed as a percentage of property portfolio value, calculated on a proportionally consolidated basis. In addition, EPRA has a measure, 'EPRA LTV' which adds net payables to net debt. Prior to the Group's sale of its investment in Value Retail in September 2024, the Group also disclosed a full proportional consolidation measure ('FPC LTV') which included the Group's share of Value Retail's debt and property portfolio.
Net effective rent (NER)	Annual rent from a unit calculated by taking the total rent payable over the term of the lease to the earliest termination date and deducting all lease incentives.
Net rental income (NRI)	GRI less net service charge expenses and cost of sales. Additionally, the change in provision for amounts not yet recognised in the income statement is also excluded to calculate Adjusted NRI.
NTA (EPRA)	EPRA Net Tangible Assets: An EPRA net asset per share measure calculated as equity shareholders' funds with adjustments made for the fair values of certain financial derivatives, deferred tax and any goodwill balances.
Occupancy rate	The ERV of the area in a property or portfolio, excluding developments, which is let, expressed as a percentage of the total ERV, excluding the ERV for car parks, of that property or portfolio.
Occupational cost ratio (OCR)	The proportion of an occupier's sales compared with the total cost of occupation, including rent, local taxes (i.e. business rates) and service charge. Calculated excluding department stores.
Over-rented	The amount, or percentage, by which the ERV falls short of rent passing for reversion.
Passing rents or rents passing	The annual rental income receivable from an investment property after rent-free periods, head rents, car park costs and commercialisation costs.
Pre-let	A lease signed with an occupier prior to the completion of a development or other major project.
Principal lease	A lease signed with an occupier with a secure term of greater than one year.
Property fee income	Amounts recharged to tenants or co-owners for property management services including, but not limited to service charge management and rent collection fees.
Property Income Distribution (PID)	A dividend, generally subject to withholding tax, that a UK REIT is required to pay from its tax-exempt property rental business and which is taxable for UK-resident shareholders at their marginal tax rate.
Property interests (Share of)	The Group's share of properties co-owned with third parties where the Group undertakes day-to-day management. This excludes Value Retail, up to the date of its sale, which was not proportionally consolidated. See above in the Financial Review for further details.
Property outgoings	The direct operational costs and expenses incurred by the landlord relating to property ownership and management. This typically comprises void costs, net service charge expenses, letting related costs, marketing expenditure, repairs and maintenance, tenant incentive impairment, bad debt expense relating to items recognised in the income statement and other direct irrecoverable property expenses. These costs are included within the Group's calculation of like-for-like NRI and the Cost ratio.
Proportional consolidation	The aggregation of the financial results of the Reported Group and the Group's Share of Property interests under management (i.e. excluding Value Retail) as set out in note 2 to the financial statements.
QIAIF	Qualifying Investor Alternative Investment Fund. A regulated tax regime in the Republic of Ireland which exempts participants from Irish tax on property income and chargeable gains subject to certain requirements.
REIT	Real Estate Investment Trust. A tax regime which in the UK exempts participants from corporation tax both on UK rental income and gains arising on UK investment property sales, subject to certain requirements.
Rent collection	Rent collected as a percentage of rent due for a particular period after taking account of any rent concessions granted for the relevant period.
Rents passing for reversion	Passing rent adjusted for lease incentives and inclusive costs to be on a net effective basis. This will increase or decrease due to changes to rents passing at rent review or the next lease event (i.e. expiry or break), or by leasing vacant space or space undergoing reconfiguration.
Reported Group	The financial results as presented under IFRS.
Reversionary or under‑rented	The amount, or percentage, by which the ERV exceeds the rent passing for reversion.
RIDDOR	A health and safety reporting obligation to report deaths, injuries, diseases and 'dangerous occurrences' at work, including near misses, under the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013.
Scope 1 emissions	Direct emissions from owned or controlled sources.
Scope 2 emissions	Indirect emissions from the generation of purchased energy.
Scope 3 emissions	All indirect emissions (not included in Scope 2) that occur in the value chain of the reporting company, including both upstream and downstream emissions.
SAICA	South African Institute of Chartered Accountants.
SIIC	Sociétés d'Investissements Immobiliers Côtées. A tax regime in France which exempts participants from the French tax on property income and gains subject to certain requirements.
SONIA	Sterling Overnight Index Average.
Task Force on Climate-related Financial Disclosures (TCFD)	An organisation established with the goal of developing a set of voluntary climate-related financial risk disclosures to be adopted by companies to inform investors and the public about the risks they face relating to climate change.
Task Force on Climate-related Financial Disclosures (TNFD)	An organisation established with the goal of developing a set of voluntary nature-related financial risk disclosures to be adopted by companies to inform investors and the public about the risks they face relating to climate change.
Temporary lease	A lease with a period of one year or less, measured to the earlier of lease expiry or occupier break.
Total accounting return (TAR)	The growth in EPRA NTA per share plus dividends paid, expressed as a percentage of EPRA NTA per share at the beginning of the period. The return excludes the dilution impact from scrip dividends.
Total development cost	All capital expenditure on a development or other major project, including capitalised interest.
Total property return (TPR) (or total return)	NRI, excluding the change in provision for amounts not yet recognised in the income statement, and capital growth expressed as a percentage of the opening book value of property adjusted for capital expenditure, calculated on a monthly time-weighted and constant currency basis.
Total shareholder return (TSR)	Dividends and capital growth in a Company's share price, expressed as a percentage of the share price at the beginning of the period.
Transitional risk	Business risk posed by regulatory and policy changes implemented to tackle climate change.
Turnover rent	Rental income which is linked to an occupier's revenues.
Vacancy rate	The ERV of the area in a property, or portfolio, excluding developments, which is currently available for letting, expressed as a percentage of the ERV of that property or portfolio.
WAULB/WAULT	Weighted average unexpired lease to break/term.
Yield on cost	Passing rents expressed as a percentage of the total development cost of a project or property.

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FR DXGDDRDDDGUU

Hammerson (LSE:HMSO)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025

Hammerson (LSE:HMSO)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025

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HMSO Hammerson Plc

2024: A transformative year, repositioned to drive growth

Rita-Rose Gagné, Chief Executive of Hammerson, commented:

Highlights

Another record year of leasing, 56% ahead previous passing rents and 13% over ERV

Our destinations are thriving with footfall and sales ahead of national benchmarks

Investment and capital recycling to drive future growth and value creation

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HMSO Hammerson Plc

2024: A transformative year, repositioned to drive growth

Rita-Rose Gagné, Chief Executive of Hammerson, commented:

Highlights

Another record year of leasing, 56% ahead previous passing rents and 13% over ERV

Our destinations are thriving with footfall and sales ahead of national benchmarks

Investment and capital recycling to drive future growth and value creation

Enquiries:

Hammerson PLC News

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