TIDMPHP

RNS Number : 7575B

Primary Health Properties PLC

24 February 2011

Primary Health Properties PLC ("PHP" or the "Group")

Annual Report for the year ended 31 December 2010

Primary Health Properties PLC, one of the UK's largest providers of modern primary healthcare facilities, is pleased to announce its audited results for the year ended 31 December 2010.

GROUP FINANCIAL HIGHLIGHTS

-- Operating profit before revaluation result and change in fair value of derivatives rose from GBP7.9million to GBP9.1million; Profit after tax for the year rose by GBP14.9million to GBP25.7million

-- Payment of 17.5p of dividends during the year (2009: 17.0p); 9.00p second interim dividend for 2010 declared, payable on 31 March 2011

-- Basic net asset value increased to 262.3p per share (2009: 247.2p)

-- EPRA net asset value of 311.5p per share (2009: 279.9p)

-- Loan to Value ratio 57.6% at 31 December 2010 against covenant of 70% (2009: 48.9%)

-- Interest cover was 2.1 times compared to a covenant requirement of 1.3 times (2009: 2.2 times)

GROUP OPERATIONAL HIGHLIGHTS

-- Total rents received by the Group increased by GBP5.6million to GBP26.6million

-- 33 high quality properties acquired during the year, at a cost of GBP102.6million, adding GBP6.71million to the rent roll

-- Portfolio value increased from GBP341.9million to GBP469.3million.

--Including commitments as at the date of this announcement, the portfolio value is now GBP507.8million at an initial yield of 5.8%

-- Average annualised uplift of 3.2% on reviews completed in the year, combined with acquisitions, increased contracted rent roll to GBP28.0million

-- Portfolio 100% let

-- Review of Joint Manager Agreement reduces marginal cost of management for gross assets over GBP500million to 0.525% from 0.75%, and over GBP750million to 0.4375%

-- Health and Social Care Bill proposals for England should enhance role of GPs should lead to increased demand for modern primary healthcare facilities in the medium term

Harry Hyman, Executive Managing Director of PHP, commented:

"I am pleased to report PHP's financial performance has again been strong with rental growth continuing to be achieved against a backdrop of full occupancy. The niche market in which PHP operates has good fundamentals and there is continued demand for the provision of modern primary health facilities from tenants, investors and the NHS. Primary care activities are also set to expand further as part of the changes outlined in the January 2011 Health and Social Care Bill.

"The position of primary care in the health economy, the stable outlook for commercial property generally and the excellent income characteristics of our portfolio bode well for the future. We look forward to reporting further progress in due course."

Enquiries:

Pelham Bell Pottinger

David Rydell/ Victoria Geoghegan/ Elizabeth Snow

Tel: 020 7861 3925

Primary Health Properties PLC

Harry Hyman

Managing Director

Tel: 020 7451 7050

OPERATING AND FINANCIAL REVIEW

Overview

After a rise in capital values in the first half of the year, the second half of 2010 has seen stability in the market place for primary health property. The niche market in which we operate has good fundamentals and there is continued demand for the provision of modern primary health facilities from tenants, investors and the NHS. The Group has an excellent portfolio of modern properties with secure long leases and high quality tenants, backed by the Government. At 31 December 2010, the 148 delivered properties were occupied by 866 GPs serving nearly 1.5million patients.

Our buildings are all used in the provision of primary care, which is the front line of delivery of NHS services. Spending on healthcare through the NHS has been ring fenced in real terms in recent budget announcements and primary care activities are set to be expanded as part of the changes to be brought in by the Health and Social Care Bill published in January 2011.

The Board remains committed to increasing the Group's portfolio on a prudent basis, actively managing assets through refurbishment, enhancement and redevelopment; increasing revenue from existing leases and delivering returns for Shareholders. We believe that the business is well positioned and we remain confident in the prospects for the Group.

Trading performance

An analysis of the trading performance for the year ended 31 December 2010 is set out below:

 
 
 
                                                 2010     2009 
                                                 GBPm     GBPm 
 Annualised rent roll*                           28.0     21.3 
 Rental and related income                       26.9     21.3 
 Expenses                                       (5.0)    (3.3) 
 Operating profit before revaluation result 
  and financing                                  21.9     18.0 
 Net financing costs                           (12.8)   (10.1) 
 Operating profit before revaluation result 
  and fair value (loss)/gain on interest 
  rate swaps                                      9.1      7.9 
 
 Fair value (loss)/gain on interest rate 
  swaps                                         (4.7)      1.3 
 Revaluation gain on property portfolio          22.8      1.6 
 Profit before tax                               27.2     10.8 
 Dividends paid                                  10.8      5.8 
 

*On completed properties

Interim dividends were paid on 26 March 2010 and 29 October 2010 both at 8.75p, per ordinary share.

Rental growth

The Group achieved weighted average annual rental growth on reviews completed in the year to 31 December 2010 of 3.2% (2009: 3.1%). For a typical three year review pattern this equates to a rental uplift of 10.0% (2009: 9.4%).

Traditionally, the rate of rental growth has been correlated to the underlying rate of inflation in the wider economy. In addition, the ever increasing specification requirements of the NHS for new buildings, requiring higher energy efficiency and reduced carbon footprints, is expected to drive replacement costs higher, which together with inflation should continue to justify higher rents.

Portfolio activity and valuation

The table below sets out the Group's real estate portfolio.

 
 
                                                2010    2009 
                                                GBPm    GBPm 
 Investment properties                         462.1   338.4 
 Properties in the course of development         7.2     3.5 
 Total properties                              469.3   341.9 
 Finance leases                                  3.1     3.0 
 Total owned and leased                        472.4   344.9 
 Committed as at 31 December                    31.2    26.1 
 Total owned, leased and committed             503.6   371.0 
 Closing annualised rent roll (on completed 
  properties)                                   28.0    21.3 
 

The freehold, leasehold and development properties of the Group have been independently valued at open market value by Lambert Smith Hampton, Chartered Surveyors and Valuers ("LSH"), as at 31 December 2010. Yields in the primary care property market have tightened and stabilised during the year and the property portfolio was valued at GBP469.3million at 31 December 2010. This represents a true equivalent yield of 6.0% (2009: 6.2%) and an initial yield of 5.8% (2009: 6.0%) and gave rise to a property revaluation gain of GBP22.8million compared to GBP1.6million in 2009.

Acquisitions

The Group completed the purchase of the following properties during the year that it had previously committed to acquire.

 
                 Development 
 Property        cost GBPm     Occupational tenants 
 Sheffield       3.0           GP practice and pharmacy 
 Treharris       4.6           GP practice, LHB accommodation and 
                                a pharmacy 
 Connah's Quay   9.7           Three GP practices and LHB accommodation 
 

The Group also purchased 33 completed investment properties during the year including the Health Investments and Care Capital portfolios, which each comprised 14 health centres. Fully let investments were acquired in the period at the following locations:

Aldridge, West Midlands

Basingstoke, Hampshire *

Bitterne, Southampton, Hampshire *

Burnley, Lancashire **

Chafford Hundred, Essex **

Chalford, Gloucestershire **

Castleford, Yorkshire *

Consett, County Durham **

Darlington, County Durham **

Eastbourne, Sussex *

Fareham, Hampshire *

Farnborough, Hampshire *

Farnham, Hampshire *

Flansham, Bognor, Sussex *

Hinckley, Leicestershire **

Hornchurch, Essex **

Hornsea, East Yorkshire

Horley, Surrey *

Kesgrave, Suffolk **

Lanark, Scotland

Leamington Spa, Warwickshire **

Leigh, Manchester

Lydney, Gloucestershire **

Maywood, Bognor, Sussex *

Mitcham, Surrey *

Portslade, Sussex *

Restalrig, Edinburgh **

Southwick, Brighton, Sussex *

St Marys, Southampton, Hampshire *

Stockton on Tees, County Durham

Stoneham, Southampton, Hampshire **

Watlington, Norfolk **

Wingate, County Durham **

* Purchased as part of the Health Investments Portfolio ("HI")

** Purchased as part of the Care Capital portfolio

Asset management

2010 has been a busy year in terms of asset management activities. Enhancement projects were completed at eight sites. Four of these included surgery leases (with a combined total rent in excess of GBP500,000 pa) which have been extended by between ten and 15 years, increasing the guaranteed longevity of Group income. The addition of a pharmacy at Burton Latimer was started on-site, with completion expected in April 2011, and is pre-let to Lloyds Pharmacy. Terms have been agreed for projects at a further five sites to be undertaken in 2011.

Disposals

There were no disposals during the year.

Commitments

As at 31 December 2010, the Group has committed to acquire the following health centres at dates in the future.

 
                                 Total 
                            commitment   Outstanding   Details 
 Contracted in 2010               GBPm          GBPm 
                                                       1,442 sqm medical 
                                                       centre (six GP practice 
                                                       and NHS Trust) 
 South Queensferry                 4.3           4.3   constructed in 2002 
                                                       1,802 sqm medical 
                                                       centre (eight GPs in 
                                                       two practices and PCT) 
 Chesham                           5.6           4.6   and 130 sqm pharmacy 
                                                       3,750 sqm medical 
                                                       centre (four GP 
                                                       practice and PCT) with 
                                                       804 sqm expansion space 
 Oswestry                          8.8           5.1   and 75 sqm retail unit 
                                                       1,493 sqm medical 
                                                       centre (six GP practice 
                                                       and PCT) and 120 sqm 
 Blackpool                         4.1           4.1   pharmacy 
                                                       795 sqm medical centre 
                                                       (five GP practice) with 
                                                       294 sqm expansion space 
 Allesley                          2.8           2.2   and 154 sqm pharmacy 
 Total new commitments            25.6          20.3 
 
 Pre-existing commitments 
                                                       1,792 sqm medical 
                                                       centre (seven GP 
                                                       practice and PCT) with 
 Shefford                          5.5           5.3   96 sqm pharmacy 
                                                       2,450 sqm medical 
                                                       centre (ten GPs in two 
                                                       practices and NHS 
                                                       Trust) with 96 sqm 
 Cowbridge                         6.6           5.6   pharmacy 
 Total commitments at 31 
  December 2010                   37.7          31.2 
 

All commitments are 100% pre-let. On 18 February 2011, the Group entered into an agreement to purchase a newly developed health centre at Newark with a committed cost of GBP4.2million. This asset comprises a 1,275 sq m GP practice and a 159 sq m pharmacy.

Discounted cash flow property valuation

In addition to the market value exercise performed by LSH, the Joint Managers monitor the value of the Group's investment portfolio based on a discounted cash flow ("DCF") analysis. The DCF valuation of delivered and committed assets as at 31 December 2010 was GBP554.3million compared to the market value of GBP503.6million, including cash flows on commitments from their anticipated completion date. The difference in value of GBP50.7million represents an additional 80.7p of net asset value per share. The DCF analysis covers the remaining term of each lease and a terminal value on a property-by-property basis, with current passing rent until expiry totalling GBP378.2million, contributing 68.2% of the DCF valuation.

The assumptions used in the DCF analysis are:

-- A discount rate of 7% (2009: 7%)

-- An average annual increase in the individual property rents at review of 2.5% (2009: 2.5%)

-- Capital growth in residual values of 1% per annum (2009: 1%)

DCF values using alternative discount rates would be as follows:

 
                                 Impact on 
 Discount rate       Value   NAV per share 
 6.50%           GBP573.3m          111.7p 
 7.50%           GBP516.7m           21.5p 
 

Portfolio performance

The PHP portfolio is a founder member of the IPD Healthcare Property Index, whose constituents include approximately 50% Primary Care assets. As a specialised index it is published on an annual basis, with 2010 figures to be released in May 2011. Accordingly, PHP is not able to benchmark its performance against the sector index at this time, but will provide an update together with its interim statement later in 2011.

The table below details the performance of the Group's portfolio as compared to the All Property Index and recognised alternative asset classes. Focusing on property returns, the income component of the return on both the PHP portfolio and the IPD All Property Index has been relatively constant at approximately 6% per annum. In addition to the greater security of income from government backed tenants, the benefits of the PHP portfolio are illustrated by the relative stability of the capital element of returns, where PHP's health sector valuations have been significantly less volatile than those of other real estate sectors through the recent turbulent period for property markets.

 
 Performance for year ended 31 December 
  2010                                     1 year   3 years 
 PHP portfolio return                       10.2%      4.9% 
 IPD All Property Index total return        15.2%    (2.5%) 
 Equities                                   14.5%      1.4% 
 Bonds                                       9.1%      7.7% 
 

Net assets and EPRANAV

The European Public Real Estate Association ("EPRA") net asset value is calculated as balance sheet net assets including the valuation result on trading properties, excluding fair value adjustments for debt and related derivatives ("EPRA" is the European Public Real Estate Association).

 
 
                                        2010        2009 
 Net assets                        GBP164.7m   GBP151.9m 
 Net asset value per share            262.3p      247.2p 
 EPRA net asset value per share       311.5p      279.9p 
 

Revenue and administrative expenses

At a trading level, revenues for the year ended 31 December 2010 rose to GBP26.9million as a result of income from acquisitions, new deliveries and favourable rent reviews. Operating profit before the property revaluation gain and the change in the fair value of interest rate swaps was GBP9.1million. An exceptional charge of GBP1.6million was incurred in respect of converting acquired companies to REIT status during the year. Administrative expenses were slightly higher during 2010 mainly due to additional management fees commensurate with the increase in the portfolio and professional fees incurred as the Group explores refinancing options.

Financing

The table below summarises the debt facilities available to the Group as at 31 December 2010. The weighted average duration of Group debt was 4.5 years, with a weighted average cost of debt including the non-floating element of fixed rate swaps of 4.57%. As part of the Board's continuing policy to have secured facilities to cover the commitments of the Group, a new GBP25million facility was completed with Aviva on 15 December 2010.

All loans are interest only unless stated.

 
                                                        Maximum            Drawn 
                                                                              at 
 Facility      Type        Basis      Term               credit        31-Dec-10        Headroom 
 Expiring 
 within 12 
 months 
 National      Term        Floating   31 May       GBP3,350,000     GBP3,000,000      GBP350,000 
 Westminster    loan        rate      2011 
 Bank plc 
 Royal Bank    Overdraft   Floating   30 Nov      GBP10,000,000                -   GBP10,000,000 
 of Scotland                rate      2011* 
 plc 
 
 Expiring 
 after more 
 than 12 
 months 
 Royal Bank    Term        Floating   31 Jan     GBP140,000,000   GBP134,300,000    GBP5,700,000 
 of Scotland    loan        rate      2013 
 plc 
 Allied        Term        Floating   31 Jan      GBP50,000,000    GBP37,900,000   GBP12,100,000 
 Irish Bank     loan        rate      2013 
 Santander     Term        Floating   31 Jan      GBP65,000,000    GBP65,000,000               - 
                loan        rate      2013 
 Aviva**       Term        Fixed      31 Jan      GBP28,140,297    GBP28,140,297               - 
                loan        rate***   2032**** 
 Aviva         Term        Fixed      14 Dec      GBP25,000,000                -   GBP25,000,000 
                loan        rate      2022 
                                                 GBP321,490,297   GBP268,340,297   GBP53,150,000 
 

* Renewable on a 12 month basis

** Acquired within the HI portfolio acquisition

*** Loan is amortised over period to maturity

**** Date of maturity of longest dated tranche

Existing term loans totalling GBP255million fall due for renewal on 31 January 2013. In order to secure the longer term financial stability of the Group and provide capacity for future acquisitions, the Joint Managers have entered into discussions with its lead bankers to re-finance the Term Loans and enlarge the overall facilities made available to the Group. It is envisaged that this will include introducing new banks to the Group's pool of lenders. Separately, the Group has received heads of terms for a GBP50million interest only facility with a new lender.

The loan to value ratio at 31 December 2010 was 57.6% (2009: 48.9%) compared to a maximum covenanted level of 70.0%. Interest cover was 2.1 times compared to a minimum covenanted level of 1.3 times (2009: 2.2 times).

Interest rate hedging

The amount of fixed rate cover in place at 31 December 2010 was GBP208million. This included GBP88million of swaps that are callable at the option of the bank on a quarterly basis. These were not called on 11 February 2011 and the next date on which they may be called is 11 May 2011. Basis rate swaps totalling GBP200million matured on 11 February 2010.

All swaps are taken out in order to mitigate exposure to interest rate risk, but under accounting rules only certain swaps qualify as "effective" hedges and the mark-to-model movement on these is matched against the hedged liability in the Balance Sheet. The mark-to-model liability of the Group's "effective" interest rate swaps increased by GBP6.0million in the year to GBP30.9million, (2009: decreased GBP7.7million) reflecting the decrease in medium term interest rates year-on-year and continued volatility. There is no cash flow impact from these mark-to-model adjustments but the net asset value has been reduced by this year's losses. This loss is charged directly to reserves but is included in the Statement of Comprehensive Income. The revaluation of swaps regarded as ineffective for IAS39 purposes resulted in a loss of GBP4.7million (2009: gain GBP1.7million), which is included in the profit for the period.

The mark-to-model value fluctuates with movements in term interest rates and, in the case of the callable swaps, also with market volatility. A further valuation undertaken as at 21 February 2011, valued the Group's total mark-to-model liability at GBP21.9million, a decrease of GBP7.7million from the 31 December 2010 figure as forward rates have risen since that date.

Finance and interest rate hedging (assuming callable swaps are not called)

This table shows the level of bank borrowings economically hedged by interest rate swaps for each financial

year to 31 December 2027. Shown in GBPmillion.*

 
        Weighted average 
           amount hedged 
 Year             (GBPm)   Rate (%) 
 2010                202       4.80 
 2011                208       4.80 
 2012                212       4.80 
 2013                190       4.79 
 2014                178       4.81 
 2015                180       4.79 
 2016                164       4.75 
 2017                158       4.69 
 2018                168       4.69 
 2019                168       4.69 
 2020                168       4.69 
 2021                131       4.66 
 2022                 80       4.58 
 2023                 80       4.58 
 2024                 80       4.58 
 2025                 80       4.58 
 2026                 50       4.62 
 2027                 20       4.76 
 

Finance and interest rate hedging

This chart shows the level of bank borrowings covered by effective hedges for each financial year to

31 December 2027. Shown in GBPmillion.*

 
        Weighted average 
          amount hedged 
 Year        (GBPm)        Rate (%) 
 2010                114       4.80 
 2011                120       4.81 
 2012                124       4.81 
 2013                102       4.79 
 2014                 90       4.81 
 2015                 92       4.79 
 2016                 76       4.69 
 2017                 70       4.56 
 2018                 80       4.58 
 2019                 80       4.58 
 2020                 80       4.58 
 2021                 80       4.58 
 2022                 80       4.58 
 2023                 80       4.58 
 2024                 80       4.58 
 2025                 80       4.58 
 2026                 50       4.62 
 2027                 20       4.76 
 

* The tables assume that term loans held by the Group which expire in 2013 will be renewed.

Management arrangements

On 21 February 2011, the Management Engagement Committee approved favourable changes to the terms of the Management Agreement which will be of benefit to Shareholders as the assets under management increase. The incremental fee payable to the Joint Managers under the Management Agreement as gross assets increase above GBP500million will be reduced. Full details were given in the announcement released on 22 February 2011 and can also be found on the Group website.

Key Performance Indicators ("KPIs")

1. Objective

To deliver sustainable long-term shareholder returns

Metric

-- Sustained real growth in EPS

-- Sustained dividend growth

-- Growth in NAV

Performance

-- Turnover rose to GBP26.9million from GBP21.3million

-- Adjusted EPS fell from 18.4p to 14.7p

-- Dividend grew for eleventh year to 17.5p per share, 2.9% higher than in 2009

-- Basic NAV increased from 247.2p to 262.3p

-- EPRA NAVgrew from 279.9p to 311.5p

2. Objective

To maximise the returns from the investment portfolio

Metric

-- Out-performance versus IPD benchmark

Performance

-- Three year performance was better than the IPD benchmark

-- Rental growth of 3.2% p.a.

-- Portfolio valuation uplift of GBP22.8million for the year

3. Objective

To manage our balance sheet effectively

Metric

-- Maintain appropriate balance between debt and equity within covenanted levels

Performance

-- Total debt increased in year due to acquisitions

-- Value of real estate portfolio increased

-- Equity issue as part of HI portfolio acquisition

-- Gearing increased to 57.6% but is well within covenant limits

4. Objective

To identify new units to purchase

Metric

-- Future commitments

-- Deliveries

-- Acquisitions

Performance

-- 33 fully let investment properties were acquired

-- Acquisitions and deliveries in the year added GBP6.7million to annual rent roll

-- New development commitments of GBP25.6million were entered into during the year. New commitment of GBP4.2million entered into since the year end

5. Objective

To maximise rent roll from the portfolio and maintain security of income. To minimise vacancy in the portfolio. To complete purchase of properties under development.

Metric

-- Growth in annualised rent roll

-- Composition of tenant covenant

-- Long average remaining lease term

-- Maintain a minimal percentage of voids

Performance

-- New deliveries added GBP6.7million to the rent roll

-- 90% of income effectively paid for by the NHS, with the balance payable by pharmacies

-- Weighted average lease length (including commitments) of 16.9 years

-- The portfolio was 100% let at the year end

Principal risks and uncertainties

In common with most businesses, the Group is affected by a number of risks and uncertainties, not all of which are wholly within the Group's control. The Board has reviewed and agreed policies for managing each of the risks and uncertainties which are summarised below, but regards the first three items as its principal risks at the present time:

1. Risk description: Capital adequacy

Impact/risk

-- Unable to counteract the impact of fluctuating property values on the Group's balance sheet

-- Inability to invest in suitable property on favourable terms to enable expansion

Mitigation and management

-- Capital raisings strengthened the Group's balance sheet

-- Liquidity and gearing are kept under constant review

2. Risk description: Liquidity risk

Impact/risk

-- Inability to fund operations and capital expenditure programme

-- Restrictive covenant regime

-- Limited debt market capacity

-- Inability to raise sufficient new funding

-- Breach of covenants and LTVs

Mitigation and management

-- Board approves an annual plan setting out expected financial requirements

-- Majority of borrowing matures in more than 12 months

-- Covenant and LTV ratio actively monitored

-- Commitments not wholly taken up

3. Risk description: Interest rate risk

Impact/risk

-- Increased borrowing costs

-- Market risk exposure through interest rates and availability of credit

Mitigation and management

-- Borrowings on a variable basis but interest rate risk mitigated through use of swaps

4. Risk description: Tax risk

Impact/risk

-- Increased taxes payable as a result of Government policy changes

-- Compliance with the Real Estate Investment Trust ("REIT") taxation regime

Mitigation and management

-- Ongoing monitoring and management of the criteria to meet UK-REIT status

5. Risk description: Occupier market conditions

Impact/risk

-- Downturn in primary care market and demand for specialist portfolios

-- Government changes primary care initiative and policies

-- Threat of voids in the portfolio

-- Prolonged downturn in tenant demand

Mitigation and management

-- 100% of the portfolio let

-- Demographics increasing demand for healthcare facilities

-- Effectively upwards only rent reviews and weighted average lease length of some 16.9 years (including commitments)

6. Risk description: Market cycles

Impact/risk

-- Risk of falling property values

Mitigation and management

-- Target ranges for balance sheet gearing

-- Secure income under UK lease structure

7. Risk description: Property risks

Impact/risk

-- Asset value concentration

-- Poor performance of single asset having a material impact on the portfolio

-- Loss of value

-- Property deterioration

Mitigation and management

-- No sign of policy changes regarding primary care

-- Multi-asset portfolio with long leases

-- Primarily let to the NHS

-- Properties predominantly leased on tenant repairing leases

-- Properties regularly inspected and adequately insured

8. Risk description: Retention of Joint Managers

Impact/risk

-- As the Group has no employees, operations would be adversely affected if the services of the Joint Managers were not available

Mitigation and management

-- Contractual arrangements are in place which are regularly reviewed by the Management Engagement Committee

Environmental matters

PHP specialises in the ownership of freehold or long leasehold interests in modern purpose-built healthcare facilities, the majority of which are leased to general practitioners and other associated healthcare users. The Board considers environmental matters as part of the assessment of the suitability of purchasing new medical centres to expand the portfolio, either through forward purchase development agreements or through open market purchases. PHP undertakes an assessment of environmental risk as an important element of its due diligence process obtaining an environmental desktop study and energy efficiency certificates. PHP has engaged an Environmental Consultant, Collier & Madge, to help in this process. PHP's ability to influence the energy efficiency of buildings is limited where completed properties are acquired and let on FRI terms. Where possible and as a norm for newly built premises, environmental issues are included in the leases entered into by the medical practitioners. More generally, buildings acquired are usually specified to meet the NHS's exacting standards which provide some environmental consideration.

PHP is committed to the principles of continuous improvement in managing environmental issues, including the proper management and monitoring of waste, the reduction of pollution and emissions, and compliance with environmental legislation and codes of practice.

Relationships

Other than Shareholders, the Group's performance and value are influenced by other stakeholders, principally its lessees (the GPs, NHS organisations and healthcare users), the property developers, the District Valuers, lenders and the Joint Managers. The Group's approach to these relationships is based on the principle of mutual understanding of aims and objectives and the highest standards of ethics and business practice.

Social and community issues

The Group provides purpose built healthcare properties for use by GPs, NHS organisations, pharmacies and healthcare users, thus indirectly benefiting the communities in which they are based.

Outlook

Spending on healthcare is driven by demographics as well as the growth of the economy. Primary care remains at the heart of the changes going on in healthcare provision in the UK. There remains a strong demand for larger purpose built primary care centres from operators, and we also see evidence of more institutional and corporate interest in investing in the sector.

The underlying property portfolio remains attractive, particularly in today's market. It currently offers 100% occupancy with some 90% of rent roll effectively being paid for by the Government and has an unexpired lease term of almost 17 years. We are recording pleasing rental increases and the new procedure for rent appeals has started to yield positive results.

2010 was a very active year in terms of acquisitions. The structural changes announced and to be implemented into the NHS are likely to bring greater opportunities for the deployment of capital, but inevitably have brought about a reduction in the number of new projects being approved. We do, however, have a good pipeline of potential deals that we are working on for 2011.

The position of primary care in the health economy, the stable outlook for commercial property generally and the excellent income characteristics of our portfolio bode well for the future. We look forward to reporting further progress in due course.

Graeme Elliot

Chairman

23 February 2011

GROUP STATEMENT OF COMPREHENSIVE INCOME for the year ended 31 December 2010

 
                                                               2010       2009 
                                                   Notes     GBP000     GBP000 
 Rental income                                               26,574     20,994 
 Finance lease income                                           341        338 
 Rental and related income                                   26,915     21,332 
 Direct property expenses                                     (398)      (210) 
 Administrative expenses: recurring                         (4,646)    (3,460) 
 Administrative expenses: non-recurring                           -        372 
 Operating profit before net valuation gain on property 
  portfolio                                                  21,871     18,034 
 Net valuation gain on property portfolio                    22,790      1,615 
 Operating profit before financing costs                     44,661     19,649 
 Finance income                                        4        160         86 
 Finance costs                                         5   (12,882)   (10,267) 
 Fair value (loss)/gain on interest rate swaps         5    (4,714)      1,318 
 Profit on ordinary activities before taxation               27,225     10,786 
 Current taxation credit                               6         36          - 
 Conversion to UK-REIT charge                          6    (1,586)          - 
 Taxation expense                                           (1,550)          - 
 Profit for the year (1)                                     25,675     10,786 
 Fair value movement on interest rate swaps 
  treated as cash flow hedges                               (6,013)      7,657 
 Unrealised gain on current asset investment                     79          - 
 Other comprehensive (loss)/income                          (5,934)      7,657 
 Total comprehensive income for the year net of tax 
  (1)                                                        19,741     18,443 
 
 Earnings per share (2)                                3      41.3p      26.6p 
 Adjusted earnings per share (2) (3)                   3      14.7p      18.4p 
 

The above relates wholly to continuing operations.

(1) Wholly attributable to equity Shareholders of Primary Health Properties PLC.

(2) There is no difference between basic and fully diluted EPS.

(3) Adjusted for large one-off items and movements in fair value of properties and derivatives (see note 3).

GROUP BALANCE SHEET as at 31 December 2010

 
                                                   2010        2009 
                                      Notes      GBP000      GBP000 
 Non current assets 
 Investment properties                    8     469,290     341,890 
 
 Net investment in finance leases                 3,036       3,014 
 
 Interest rate swaps                                413       1,386 
                                                472,739     346,290 
 Current assets 
 Current asset investment                 9         555           - 
 Interest rate swaps                                  -          63 
 Trade and other receivables                      2,582       1,939 
 Net investment in finance leases                    48          49 
 Cash and cash equivalents                          370         212 
                                                  3,555       2,263 
 Total assets                                   476,294     348,553 
 Current liabilities 
 Interest rate swaps                           (16,859)    (12,208) 
 Corporation tax payable                           (48)        (29) 
 UK-REIT conversion charge payable              (1,998)     (1,455) 
 Deferred rental income                         (5,942)     (4,638) 
 Trade and other payables                       (4,837)     (1,991) 
 Term loans                              10     (3,000)           - 
                                               (32,684)    (20,321) 
 Non current liabilities 
 Term loans                              10   (264,445)   (166,139) 
 Interest rate swaps                           (14,419)     (9,322) 
 UK-REIT conversion charge payable                    -       (856) 
                                              (278,864)   (176,317) 
 Total liabilities                            (311,548)   (196,638) 
 Net assets                                     164,746     151,915 
 
 Equity 
 Share capital                                   31,401      30,729 
 Share premium                                   53,934      50,664 
 Capital reserve                                  1,618       1,618 
 Special reserve                                 44,442      44,442 
 Cash flow hedging reserve                     (13,279)     (7,266) 
 Retained earnings                               46,630      31,728 
 Total equity (1)                               164,746     151,915 
 
 Net asset value per share               11      262.3p      247.2p 
 
 EPRA net asset value per share          11      311.5p      279.9p 
 

(1) Wholly attributable to equity Shareholders of Primary Health Properties PLC.

These financial statements were approved by the Board of Directors on 23 February 2011 and signed on its behalf by:

Graeme Elliot

Chairman

GROUP CASH FLOW STATEMENT for the year ended 31 December 2010

 
                                                               2010       2009 
  Notes                                                      GBP000     GBP000 
 Operating activities 
 Profit before tax                                           27,225     10,786 
 Less: Finance income                                         (160)       (86) 
 Plus: Finance costs                                         12,882     10,267 
 Plus: Fair value loss/(gain) on derivatives                  4,714    (1,318) 
 Operating profit before financing                           44,661     19,649 
 Adjustments to reconcile Group operating 
  profit to net cash flows from operating activities: 
 Revaluation gain on property                              (22,790)    (1,615) 
 Increase in trade and other receivables (1)                  (946)      (131) 
 Increase/(decrease) in trade and other payables 
  (1)                                                         4,003      (377) 
 Cash generated from operations                              24,928     17,526 
 UK-REIT conversion charge instalments                      (1,934)    (1,575) 
 Taxation paid (2)                                            (193)          - 
 Net cash flow from operating activities                     22,801     15,951 
 Investing activities 
 Payments to acquire investment properties                 (25,234)   (23,413) 
 Payments to acquire shares in AH Medical 
  Properties PLC                                              (476)          - 
 Payments to acquire Anchor Meadow Limited                  (5,498)          - 
 Payments to acquire Sinclair Montrose Properties 
  Limited                                                  (23,842)          - 
 Payments to acquire Abstract Integrated Healthcare 
  Limited (3)                                               (1,856)          - 
 Payments to acquire Charter Medinvest Limited              (6,787)          - 
 Payments to acquire Health Investments Limited 
  (3)                                                       (7,214)          - 
 Interest received on developments                              134         46 
 Bank interest received                                           4          4 
 Other interest                                                   8         36 
 Net cash flow used in investing activities                (70,761)   (23,327) 
 Financing activities 
 Proceeds from issue of shares (net of expenses)                  -     60,748 
 Term bank loan drawdowns                                    85,700     38,990 
 Term bank loan repayments                                 (15,924)   (77,290) 
 Swap interest payable                                      (8,461)    (6,541) 
 Loan arrangement fees                                        (176)          - 
 Interest paid                                              (3,211)    (3,432) 
 Dividends received                                              15          - 
 Equity dividends paid                                      (9,825)    (5,562) 
 Net cash flow from financing activities                     48,118      6,913 
 Increase/(decrease) in cash and cash equivalents 
  for the year                                                  158      (463) 
 Cash and cash equivalents at start of year                     212        675 
 Cash and cash equivalents at end of year                       370        212 
 

(1) Asset movements include movements relating to acquisitions

(2) Taxation was paid in the period in order to settle the outstanding liabilities in the acquired companies. All amounts payable were included in the consideration calculation.

(3) Payment net of acquired debt commitments.

GROUP STATEMENT OF CHANGES IN EQUITY for the year ended 31 December 2010

 
                                                                   Cash 
                                                                   flow 
                        Share     Share   Capital    Special    hedging   Retained 
                      capital   premium   reserve   reserve*    reserve   earnings     Total 
                       GBP000    GBP000    GBP000     GBP000     GBP000     GBP000    GBP000 
 1 January 2010        30,729    50,664     1,618     44,442    (7,266)     31,728   151,915 
 Profit for the 
  year                      -         -         -          -          -     25,675    25,675 
 
 Income and expense 
 recognised 
 directly in 
 equity: 
 
 Fair value 
  movement on 
  interest rate 
  swaps treated as 
  cash flow hedges          -         -         -          -    (6,013)          -   (6,013) 
 Unrealised gains 
  at fair value 
  through equity            -         -         -          -          -         79        79 
 
 Total 
  comprehensive 
  income                    -         -         -          -    (6,013)     25,754    19,741 
 Dividends paid: 
 Second dividend 
  for the year 
  ended 31 Dec 2009 
  (8.75p)                   -         -         -          -          -    (5,061)   (5,061) 
 First interim 
  dividend for the 
  year ended 31 Dec 
  2010 (8.75p)              -         -         -          -          -    (4,764)   (4,764) 
 Scrip issue in 
  lieu of first 
  interim cash 
  dividends (net of 
  expenses)                54       262         -          -          -      (316)         - 
 Scrip issue in 
  lieu of second 
  interim dividend 
  (net of 
  expenses)               116       595         -          -          -      (711)         - 
 Share 
  consideration for 
  the HI 
  acquisition             502     2,413         -          -          -          -     2,915 
 31 December 2010      31,401    53,934     1,618     44,442   (13,279)     46,630   164,746 
 
 1 January 2009        16,794    48,009     1,618          -   (14,923)     26,788    78,286 
 Profit for the 
  year                      -         -         -          -          -     10,786    10,786 
 
 Income and expense 
 recognised 
 directly in 
 equity: 
 
 Fair value 
  movement on 
  interest rate 
  swaps treated as 
  cash flow hedges          -         -         -          -      7,657          -     7,657 
 
 
 Total 
  comprehensive 
  income                    -         -         -          -      7,657     10,786    18,443 
 Proceeds from 
  capital raisings     13,883     2,855         -     46,956          -          -    63,694 
 Expenses of 
  capital raisings          -     (433)         -    (2,514)          -          -   (2,947) 
 Dividends paid: 
 Second dividend 
  for the year 
  ended 31 Dec 2008 
  (8.50p)                   -         -         -          -          -    (2,855)   (2,855) 
 First interim 
  dividend for the 
  year ended 31 Dec 
  2009 (8.50p)              -         -         -          -          -    (2,707)   (2,707) 
 Scrip issue in 
  lieu of interim 
  cash dividends 
  (net of 
  expenses)                52       233         -          -          -      (284)         1 
 
 31 December 2009      30,729    50,664     1,618     44,442    (7,266)     31,728   151,915 
 

* The Special Reserve is a distributable reserve

NOTES TO THE FINANCIAL STATEMENTS

1. Corporate information

The Group's financial statements for the year ended 31 December 2010 were approved by the Board of Directors on 23 February 2011 and the Balance Sheets were signed on the Board's behalf by the Chairman, G A Elliot. Primary Health Properties PLC is a public limited company incorporated and domiciled in England & Wales. The Company's Ordinary Shares are admitted to the Official List of the UK Listing Authority, a division of the Financial Services Authority and traded on the London Stock Exchange.

2. Accounting policies

2.1 Basis of preparation

The Group's financial statements have been prepared on the historical cost basis, except for investment properties and derivative financial instruments that have been measured at fair value.

The Group's financial statements are presented in Sterling rounded to the nearest thousand.

Statement of compliance

The Group prepares consolidated financial statements under International Financial Reporting Standards ("IFRS") as adopted by the European Union and applied in accordance with the Companies Act 2006 and Article 4 of the IAS Regulations.

2.2 Summary of significant accounting policies

Basis of consolidation

The Group's financial statements consolidate the financial statements of Primary Health Properties PLC and its wholly owned subsidiary undertakings. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtained control and continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved through direct or indirect ownership of voting rights; currently exercisable or convertible potential voting rights; or by way of contractual agreement. The financial statements of the

subsidiary undertakings are prepared for the accounting reference period ending 31 December each year using consistent accounting policies. All intercompany balances and transactions, including unrealised profits arising from them, are eliminated.

The Parent Company financial statements of Primary Health Properties PLC and each of its subsidiary undertakings will continue to be prepared under UK GAAP. The use of IFRS at Group level does not affect the distributable reserves available to the Group.

Segmental reporting

The Directors are of the opinion that the Group is engaged in a single segment of business, being investment in property in the United Kingdom leased principally to GPs, NHSOrganisations and other associated health care users.

Investment properties and investment properties under construction

The Group's investment properties are held for long-term investment. Initially, investment properties are measured at cost including transaction costs. Subsequent to initial recognition, investment properties and investment properties under construction are stated at fair value based on a professional valuation made as of each reporting date. The fair value of investment property does not reflect future capital expenditure that will improve or enhance the property and does not reflect future benefits from this future expenditure.

Gains or losses arising from changes in the fair value of investment properties and investment properties under construction are included in the Group Statement of Comprehensive Income in the year in which they arise.

Investment properties cease to be recognised for accounting purposes when they have been disposed of. Any gains and losses arising are recognised in the Group Statement of Comprehensive Income in the year of disposal.

Property acquisitions and business combinations

Where a property is acquired through the acquisition of corporate interests, the Board considers the substance of the assets and activities of the acquired entities in determining whether the acquisition represents the acquisition of a business.

Where such acquisitions are not judged to be an acquisition of a business, they are not treated as business combinations. Rather, the cost to acquire the corporate entity is allocated between the identifiable assets and liabilities of the entity based on their relative fair values on the acquisition date. Accordingly, no goodwill or additional deferred taxation arises. Otherwise, corporate acquisitions are accounted for as business combinations.

Current asset investments

Current asset investments are held as Available For Sale ("AFS") in accordance with IAS39. Any unrealised gain or loss is recognised through the Group Statement of Comprehensive Income.

3. Earnings per share

The calculation of basic and diluted earnings per share is based on the following:

Adjusted earnings per share:

 
                                 2010                                  2009 
                    Net profit                            Net profit 
                  attributable                          attributable 
                   to Ordinary     Ordinary       Per    to Ordinary     Ordinary       Per 
                  Shareholders       Shares     Share   Shareholders       Shares     Share 
                        GBP000    (number)*   (pence)         GBP000   (number)**   (pence) 
 Basic earnings 
  per share             25,675   62,162,797     41.3p         10,786   40,623,413     26.6p 
 Adjustments to 
  remove: 
 
 Net property 
  valuation 
  gains               (22,790)                               (1,615) 
 Fair value 
  loss/(gain) 
  on 
  derivatives*           4,714                               (1,318) 
 Other 
  non-recurring 
  items                      -                                 (372) 
 Charge on 
  conversion to 
  UK-REIT 
  status                 1,586                                     - 
 UK corporation 
  tax credit              (36)                                     - 
 Adjusted basic 
  and diluted 
  earnings per 
  share                  9,149   62,162,797     14.7p          7,481   40,623,413     18.4p 
 

*Weighted average number of Ordinary Shares in issue during the year.

**In view of the continuing volatility in the mark-to-model adjustment in respect of the period end valuation of derivatives that flows through the Group Statement of Comprehensive Income, the Directors believe that it is appropriate to remove the gain or loss in the calculation of adjusted earnings.

4. Finance income

 
                                          2010     2009 
                                        GBP000   GBP000 
 Interest income on financial assets 
 Bank interest                               3        4 
 Development loan interest                 134       46 
 Other interest                              8       36 
 Dividend income received                   15        - 
                                           160       86 
 

5. Finance costs

 
                                                2010      2009 
                                              GBP000    GBP000 
 Interest expense on financial liabilities 
 Not at fair value through profit or loss 
 (i) Interest paid 
 Swap interest paid                            8,518     6,473 
 Bank loan interest paid                       3,812     3,228 
 Other interest paid                              15      (12) 
 Notional UK-REIT interest                        36       103 
 Bank facility non utilisation fees              105       148 
 Bank charges and loan commitment fees           396       327 
                                              12,882    10,267 
 At fair value through profit or loss 
 (ii) Derivatives 
 Net fair value loss/(gain) on interest 
  rate swaps                                   4,714   (1,318) 
                                               4,714   (1,318) 
 

The fair value loss of GBP4.7million (2009: gain of GBP1.3million) on derivatives recognised in the Group Statement of Comprehensive Income for the year has arisen from the interest rate swaps for which hedge accounting does not apply. The gain in 2009 is net of a loss of GBP391,000 on the basis rate swaps which matured during the year.

Net finance costs may be summarised as follows:

 
                        2010     2009 
                      GBP000   GBP000 
 Finance income        (160)     (86) 
 Finance costs        12,882   10,267 
 Net finance costs    12,722   10,181 
 

6. Taxation

a) Tax expense in the Group Statement of Comprehensive Income

The tax expense is made up as follows:

 
                                                 2010     2009 
                                               GBP000   GBP000 
 Current tax 
 UK corporation tax credit on non property       (36)        - 
  income 
 Charge on conversion to UK-REIT status         1,586        - 
  (1) 
 Total tax charge in Group Income Statement     1,550        - 
 

The Emergency Budget on 22 June 2010 announced that the UK corporation tax rate will reduce from 28% to 24% over a period of four years from 2011. The reduction from 28% to 27% was substantively enacted on 20 July 2010 and will be effective from April 2011. This will reduce the Group's future current tax charge on non property income.

b) Factors affecting the tax charge for the year

The tax assessed for the year is lower than (2009 - lower) the standard rate of corporation tax in the UK. The differences are explained below:

 
                                                     2010      2009 
                                                   GBP000    GBP000 
 Profit on ordinary activities before taxation     27,225    10,786 
 Theoretical tax at UK corporation tax rate 
  of 28% (2009: 28%)                                7,623     3,020 
 REIT exempt income                               (2,658)   (3,052) 
 Non taxable items                                (5,059)         - 
 Other differences                                      -       (2) 
 Finance lease adjustment                               4         4 
 
 Losses carried forward                                90        30 
 Movement in tax provision during the year           (36)         - 
  Current tax charge                                 (36)         - 
 
 
 

(1) Conversion to a UK REIT means that the Group is no longer subject to UK corporation tax. The UKREIT charge of GBP1.6million has arisen on the conversion of the companies acquired during the year ended 31 December 2010 to UK REIT status, based on the values of the individual properties held within those companies.

7. Dividends

Amounts recognised as distributions to equity holders in the year:

 
                                                 2010     2009 
                                               GBP000   GBP000 
 Second interim dividend for the year ended 
  31 December 
 2009 (8.75p) paid 26 March 2010 (2009: 
  8.50p)                                        5,061    2,855 
 Scrip dividend in lieu of second interim 
  cash dividend                                   316      284 
 First interim dividend for the year ended 31 December 
 2010 (8.75p) paid 29 October 2010 (2009: 
  8.50p)                                        4,764    2,707 
 Scrip dividend in lieu of first interim 
  cash dividend                                   711        - 
                                               10,852    5,846 
 Per share                                      17.5p    17.0p 
 

8. Investment properties, investment properties under construction

 
                     Investment        Investment         Investment 
                     properties        properties   properties under 
                       freehold    long leasehold       construction     Total 
                         GBP000            GBP000             GBP000    GBP000 
 As at 1 January 
  2010 (1)              280,739            57,655              3,496   341,890 
 Property 
  additions                 517               262             20,442    21,221 
 Acquired 
  investment 
  property                3,641                 -                  -     3,641 
 Anchor Meadow 
  Limited                 5,498                 -                  -     5,498 
 Sinclair 
  Montrose 
  Properties 
  Limited                22,073             1,792                  -    23,865 
 Abstract 
  Integrated 
  Healthcare 
  Limited                 1,770             3,086                  -     4,856 
 Charter 
  Medinvest 
  Limited                 6,787                 -                  -     6,787 
 Health 
  Investment 
  Limited                22,924            15,818                  -    38,742 
 Transfer from 
  properties in 
  the course of 
  development            14,313             2,989           (17,302)         - 
 Revaluations for 
  the year               24,961           (2,742)                571    22,790 
 As at 31 
  December 2010         383,223            78,860              7,207   469,290 
 
 As at 1 January 
  2009                  271,880            42,479              2,503   316,862 
 Additions                  205               112             23,096    23,413 
 Transfer from 
  properties in 
  the course of 
  development            21,138                 -           (21,138)         - 
 Revaluation for 
  the year                1,197             1,383              (965)     1,615 
 As at 31 
  December 2009         294,420            43,974              3,496   341,890 
 

(1) The split between freehold and long leasehold properties has been reclassified. This reclassification has no impact on the gross asset value.

The historical cost of properties held by the Group, including properties in the course of development, was GBP393.7million (2009: GBP284.7million).

Head lease outgoings on long leasehold assets total less than GBP32,000 in the current year.

Properties have been independently valued at fair value by Lambert Smith Hampton ("LSH"), Chartered Surveyors and Valuers, as at the balance sheet date in accordance with IAS 40: Investment Property. LSH confirm that they have valued the properties in accordance with the Practice Statements in the RICS Appraisal and Valuation Standards ("Red Book"). The Valuers are appropriately qualified and have sufficient market knowledge and relevant experience of the location and category of investment property and have had full regard to market evidence when determining the values.

The properties are fully let. The valuations reflected a 5.8% initial yield (2009: 6.0%) and a 6.0% (2009: 6.24%) true equivalent yield. Where properties are within three months of their reviews, an estimate is made of the likely rent on review in line with market expectations and the knowledge of the valuer.

In addition to the market value exercise performed by LSH, the Joint Managers monitor the value of the Group's investment portfolio based on DCF analysis and with alternative discount rates. Full details can be found in the Operating and Financial Review.

In accordance with IAS 40, investment properties under construction have also been valued at fair value by LSH. In determining the fair value, the valuer is required to consider the significant risks which are relevant to the development process including, but not limited to, construction and letting risks. In the case of the Group's portfolio under construction, where the sites are pre-let and construction risk remains with the builder/developer, the valuers have used the special assumptions that, as at the valuation date, the developments have been completed satisfactorily, the agreements of leases have been completed and the rents and other tenants lease obligations have commenced. A fair value increase of GBP571,000 (2009: decrease of GBP965,000) in respect of investment property under construction has been recognised in the Group Statement of Comprehensive Income.

In line with Accounting Policies, the Group has treated the corporate acquisitions during the year as asset purchases rather than business combinations as they were judged to be acquisitions of properties rather than businesses.

9. Current asset investment

 
                                             2010     2009 
                                           GBP000   GBP000 
 As at beginning of period                      -        - 
 Additions at cost                            476        - 
 Unrealised gain recognised directly in        79        - 
  equity 
                                              555        - 
 

The current asset investment acquired during the year at a cost of GBP476,000 represents 1,970,500 ordinary shares in AH Medical Properties PLC ("AHMP") and is held as an Available For Sale ("AFS") asset in accordance with IAS 39 and has been valued at the quoted price on 31 December 2010 of 28p per share. The unrealised gain on the investment is recognised directly in equity and through the Group Statement of Comprehensive Income. On 19 January 2011, an offer was made by Assura Group Limited for the entire share capital of AHMP.

10. Term loans

At 31 December 2010, total facilities of GBP321.5million including the GBP10million overdraft facility (2009: GBP265.0million) were available. Of these facilities, as at 31 December 2010, GBP268.3million was drawn (2009: GBP167.3million) and secured by an unlimited guarantee from each subsidiary and a first fixed charge over the ownership of each property. Interest is payable on the loans at a fixed percentage rate above LIBOR and interest payable has fluctuated in the period between 1.4% and 1.5% (2009: 3.2% and 1.2%), including lenders' margins and costs (excluding margins and costs 0.6% and 0.8% (2009: 2.5% and 0.5%)). However, the Group has entered into interest rate swaps to manage its exposure to interest rate fluctuations.

Interest on floating rate loans is payable over three months using underlying reference rates (e.g. LIBOR plus margin plus costs). The fixed rate margin above LIBOR is 0.76% (including lenders' costs of 0.06%).

The table below indicates amounts drawn and undrawn from each individual facility:

 
                           Facility          Amounts drawn         Undrawn 
 
                          2010      2009      2010      2009     2010     2009 
                        GBP000    GBP000    GBP000    GBP000   GBP000   GBP000 
 Current 
 364 day revolving 
  (1)                   10,000    10,000         -         -   10,000   10,000 
 Term to May 2011 
  (4)                    3,350         -     3,000         -      350        - 
 
 Non-current 
 Term to January 
  2013 (1)             140,000   140,000   134,300   116,500    5,700   23,500 
 Term to January 
  2013 (2)              50,000    50,000    37,900         -   12,100   50,000 
 Term to January 
  2013 (3)              65,000    65,000    65,000    50,800        -   14,200 
 Fixed term loan (5)    28,140         -    28,140         -        -        - 
 Term to December 
  2020 (6)              25,000         -         -         -   25,000        - 
                       321,490   265,000   268,340   167,300   53,150   97,700 
 

Provider:

(1) The Royal Bank of Scotland plc

(2) Allied Irish Banks, p.l.c.

(3) Abbey National Treasury Services plc (branded Santander from January 2010)

(4) Natwest Bank plc (acquired as part of Abstract acquisition)

(5) Aviva facility (acquired as part of HI acquisition) repayable in tranches to 31 January 2032

(6) Aviva facility (new facility)

Since the term loan facilities have been in existence, the Group has suffered costs in association with the arrangement of the facilities including legal advice and loan arrangement fees. These costs are amortised over the remaining life of the related facility.

Any amounts unamortised as at the period end are offset against amounts drawn on the facilities as shown in the table below:

 
 
                                                   2010       2009 
                                                 GBP000     GBP000 
 Term loans drawn: due within one year 
  Term loans drawn: due after more than one       3,000          - 
  year                                          265,340    167,300 
 Less: Unamortised borrowing costs                (895)    (1,161) 
 Term loans per Group Balance Sheet             267,445    166,139 
 

11. Net asset value per share

Net asset values have been calculated as follows:

 
                                                         2010         2009 
                                                       GBP000       GBP000 
 Net assets per Group Balance Sheet                   164,746      151,915 
 Derivative interest rate swaps (net liability)        30,865       20,144 
 Basis rate swaps                                           -         (63) 
 EPRA NAV                                             195,611      171,996 
 
                                                    Number of    Number of 
                                                       shares       shares 
 Ordinary Shares: 
 Issued share capital                              62,802,333   61,457,298 
 
 Net asset value per Share                             262.3p       247.2p 
 
 EPRA NAV per Share                                    311.5p       279.9p 
 

EPRA NAV is calculated as Balance Sheet net assets including the valuation result on trading properties but excluding fair value adjustments for debt and related derivatives.

12. Related party transactions

The Joint Managers of the Group, NPM and JOHCML, receive a management fee, calculated at a combined 1% of the first GBP50million of the property assets of the Group and 0.75% thereafter, subject to a minimum of GBP120,000 per annum, the first GBP100,000 of which is paid to NPM. NPM also receives a property management fee and a fee for the preparation of the tax provisions, both based on a reimbursement of the costs of services of NPM employees engaged directly on the Group's activities, totalling GBP158,000 (2009: GBP135,000).

The Joint Managers are entitled to a Performance Incentive Fee of 15% of any performance in excess of an 8% per annum increase in the Company's "Total Return" as derived from the audited financial statements for the respective financial period. The Total Return is determined by comparing the variation in the stated net asset value per share (on a fully diluted basis, adjusting for deferred tax and the REIT conversion charge and adding back gross dividends paid in such period) against the fully diluted net asset value per share from the previous period's audited accounts. No performance incentive fee was payable in respect of 2010 (2009: Nil).

As announced on 22 February 2011, changes have been made to the Management Agreement, further details of which can be found in that announcement.

13. Subsequent events

The Group holds 1,970,500 ordinary shares in AHMP as a current asset investment (note 9) at its year end quoted value of 28 pence per share. On 19 January 2011, an offer was made by Assura Group Limited for the entire share capital of AHMP. The Group has elected to take the cash alternative of this offer of 40 pence per share and the cash should be received by 4 March 2011.

On 21 February 2011, the Group announced it had entered into a purchase and funding agreement for a new medical centre in Newark, Nottinghamshire, for approximately GBP4.2million (excluding associated costs).

14. Annual report

The financial information set out above does not constitute the Group's statutory accounts fot the years ended 31 December 2010 or 2009 but is derived from those accounts. Statutory accounts for 2009 have been delivered to the Registrar of Companies and those for 2010 will be delivered in due course. The Auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

Full financial statements for the year ended 31 December 2010 will be published on the Group's website at www.phpgroup.co.uk and will be posted to Shareholders on 4 March 2011.

Copies of this announcement are available from the Company Secretary of Primary Health Properties PLC, Ground Floor, Ryder Court, 14 Ryder Street, London SW1Y 6QB.

Directors' responsibility statement under the Disclosure and Transparency Rules

The Directors confirm that, to the best of their knowledge and belief:

1) the financial statements, prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation as a whole;

2) the management reports (which are incorporated into the Directors' Report) contained in the Annual Report include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation as a whole, together with a description of the principal risks and uncertainties faced.

For and on behalf of the Board

Graeme Elliot

Chairman

23 February 2011

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR SESFADFFSEDE

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