13 September 2024
Triple Point Social Housing
REIT plc
(the
"Company" or, together with
its subsidiaries, the "Group")
RESULTS FOR THE SIX MONTHS
ENDED 30 JUNE 2024
The Board of Triple Point Social
Housing REIT plc (ticker: SOHO) is pleased to announce its
unaudited results for the six months ended 30 June
2024.
Chris Phillips, Chair of Triple Point Social Housing REIT
plc, commented:
"The Company's portfolio has
continued to demonstrate operational and financial resilience and
the Group has benefited from strong rental growth that has
increased income.
The Group will continue to benefit
from having exclusively long term fixed priced debt and we look
forward to building on the progress made in the first half of the
year particularly in relation to the increase in rent collection
and the corresponding increase in dividend cover, which ensured
that the dividend was fully covered on an adjusted earnings basis
for the six months ending 30 June 2024."
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|
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|
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Six months
to 30 June
2024
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Six months
to 30 June
2023
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Year ended 31 December
2023
|
|
|
|
|
Portfolio value
IFRS basis
|
£652.7m1
|
£675.1m
|
£678.4m
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Earnings per share (basic and
diluted)
-
Adjusted earnings
-
IFRS basis
-
EPRA basis
|
2.74p
1.35p
2.90p
|
2.10p2
3.65p
2.18p
|
4.61p
8.81p
4.92p
|
EPRA Net Tangible Assets ("NTA")
per share
(equal to IFRS NAV per share)
|
112.38p
|
111.31p
|
113.76p
|
EPRA Net Initial Yield
(NIY)
|
5.96%
|
5.65%
|
5.57%
|
Loan to Value
|
37.2%
|
37.5%
|
37.0%
|
|
|
|
|
Total annualised rental
income
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£41.2m
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£40.5m
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£41.0m
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Weighted average unexpired lease
term
|
24.0
yrs
|
24.8
yrs
|
24.3
yrs
|
Dividend per share
|
2.73p
|
2.73p
|
5.46p
|
1 This excludes 13 assets with an aggregate value of £21.8
million that have been classified as held for sale.
2
Restated to adjust for the
movement in lease incentive debtor.
Financial highlights
·
The Adjusted Earnings per
Share (which includes adjustment for non-cash items) was 2.74 pence
per share for the six months ended 30 June 2024 (30 June 2023: 2.10
pence pence1).
·
The increase in Adjusted Earnings
Per Share was driven by strong rental growth with a weighted
average increase of 6.1% in respect of the Group's leases that had
their annual rent increase put through in the six months ending
30th June 2024 (representing c.66% of leases, with the
rest to follow in the second half of the year).
· The Dividend was fully covered on an adjusted earnings
basis. The dividend to be paid on
4 October 2024 brings
the total dividend per share
paid or declared by the Company
in respect of the six-month period to 30 June
2024 to 2.73
pence per share, in line with the Company's stated target for the
year to 31 December 2024
of 5.46 pence per share.2
·
The portfolio's total
annualised contracted rental income was £41.2 million as at 30 June
2024 (31 December 2023: £41.0 million). IFRS Gross Revenue
for the period was £20.5 million (£19.6 million for the six months
ended 30 June 2023).
· EPRA NTA per share was down by 1.2% to 112.38 pence at 30
June 2024 (31 December 2023: 113.76 pence), reflecting a small
reduction in the value of the Group's portfolio.
· The
Group's portfolio was valued at £652.7 million as at 30 June
2024 (excluding 13 assets with an
aggregate value of £21.8 million that have been classified as held
for sale). On a like for like basis there was 0.5% reduction in the
portfolio value resulting from the net
impact of strong rental growth being offset by limited
outward yield movement.
· All
drawn debt is fixed (weighted average coupon of
2.74%) and long-term (weighted average maturity of 9.1
years), which continues to offer stability
in the current interest rate environment.
· The
Group maintained an Investment Grade
Issuer Default Rating from Fitch of 'A-' with a senior secured
rating of 'A', with a revised outlook from
stable to negative, pending the conclusion of certain corporate
initiatives which the Group is actively working to
address.
Operational highlights
· 93.3%
of rent due was collected during the period, up from 90.2% for the year ended 31 December 2023). This
reflects the consistent performance of 25
out of the Group's 27 lessees which
recorded no material rent
arrears.
·
Progress has been made with the two lessees with
material arrears, Parasol and My Space:
o Post period end, the Group completed the transfer of all 38
properties leased to Parasol to
Westmoreland. Following the transfer of the properties we expect rent
collection to increase to between 75% and 85% of existing FRI lease rent
during an initial stabilisation period (expected to last
approximately 12 months), and thereafter up to at least 90% of
existing FRI lease rent.
o
We are engaging
with My Space around how best the Group can move some or all of
its 34 properties leased to
My Space to alternative Registered
Providers.
· Strong operational performance was delivered across the
Group's diversified portfolio of
481 properties across 148 local
authorities and leased to 28 Approved Providers.
·
As at 30 June 2023, the weighted average
unexpired lease term ("WAULT") was 24.0 years.
·
The Group's risk
sharing lease clause, which seeks to address general
risks raised by the Regulator of Social Housing in relation to long
leases, has now been included in
66% of the Group's
Registered Provider leases and we are progressing the final roll-out, expected to complete before
the end of 2024.
·
The pilot
programme upgrading all
of the Group's properties to an Energy Performance Certificate
("EPC") rating of C or above is nearly
complete with 8 of the 11 pilot properties now with an EPC of C or
above, and with work due to complete on the remainder
shortly. The
rollout of the wider project will now commence with budgeted costs
reduced due to the availability of grant funding.
· In
June, we
commenced construction on a market leading project in conjunction
with leading Specialised
Supported
Housing
Registered Provider, Golden Lane
Housing, to deliver 12 new
individual apartments for people
with learning
disabilities, autism and/or mental health needs.
The site in Chorley, will be our first
development to target a 10% net biodiversity gain.
Notes:
1 These are targets only and not a profit forecast and there
can be no assurance that they will be met
2 Restated to adjust for the movement in lease incentive
debtor
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE
CONTACT:
Triple Point Investment Management LLP
(Investment Manager)
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Tel: 020 7201 8989
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Max Shenkman
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Isobel Gunn-Brown
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Akur Limited (Joint Financial Adviser)
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Tel: 020 7493 3631
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Tom Frost
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Anthony Richardson
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Siobhan Sergeant
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Stifel Nicolaus Europe Limited (Joint Financial Adviser and
Corporate Broker)
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Tel: 020 7710 7600
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Mark Young
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Rajpal Padam
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Madison Kominski
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Brunswick Group (Financial PR Adviser)
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Tel: 020 7404 5959
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Nina Coad
Mara James
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The Company's LEI is
213800BERVBS2HFTBC58.
Further information on
the Company can be found on its website at www.triplepointreit.com.
IMPORTANT INFORMATION:
This announcement contains inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014, as it forms part of UK Domestic Law by
virtue of the European Union (Withdrawal) Act 2018, as amended and
supplemented ("UK MAR") and is disclosed in accordance with the
Company's obligations under UK MAR. Upon the publication of this
announcement, this inside information will be considered to be in
the public domain.
NOTES:
The Company invests in primarily
newly developed social housing assets in the UK, with a particular
focus on supported housing. The assets within the portfolio are
subject to inflation-linked, long-term (typically from 20 years to
30 years), Fully Repairing and Insuring ("FRI")
leases with Approved Providers (being Housing Associations, Local
Authorities or other regulated organisations in receipt of direct
payment from local government). The portfolio comprises investments
into properties which are already subject to an
FRI lease with an Approved Provider, as well as forward funding of
pre-let developments but does not include any direct development or
speculative development.
There is increasing political
pressure and social need to increase housing supply across the UK which is creating opportunities for private
sector investors to help deliver this housing. The Group's ability
to provide forward funding for new developments not only enables
the Company to secure fit for purpose, modern assets for its
portfolio but also addresses the chronic
undersupply of suitable supported housing properties in the UK at
sustainable rents as well as delivering returns to
investors.
The Company was admitted to
trading on the Specialist Fund Segment of the Main Market of
the London Stock Exchange on 8 August 2017 and
was admitted to the premium segment of the Official List of the
Financial Conduct Authority and migrated to trading on the premium
segment of the Main Market on 27 March 2018. The Company
operates as a UK Real Estate Investment Trust
("REIT") and is a constituent of the FTSE EPRA/NAREIT
index.
Meeting for analysts and audio recording of results
available
The Company presentation for
analysts will be held at 8.00am today via
live webcast. The
presentation will also be accessible on-demand later in the day via
the Company website: www.triplepointreit.com.
Those wishing to access the
live webcast are
kindly asked to contact:
marketing@triplepoint.co.uk.
The Interim Results will also be
available to view and download on the Company's website at
www.triplepointreit.com
and hard copy will be posted to shareholders on
or around 20 September 2024.
CHAIR'S
STATEMENT
Introduction
The Group provides much needed
homes to some of the most vulnerable members of society. The
Board's focus is on ensuring that the Group has a positive impact
on the housing crisis through providing homes in the community to
adults with care and support needs while
maximising value for shareholders.
The Company's portfolio has
continued to demonstrate operational and financial resilience
despite the uncertain political and macroeconomic backdrop in the
first half of the year. The Group has benefited from strong rental growth that has increased income and largely
offset any outward movement
in valuation yields.
In the first six months of 2024
annual rent increases were put through in respect of
66% of the Group's leases, with the rest to follow in the second
half of the year, at a weighted average rate of 6.1% (in relation to leases where rent
increases were due), ensuring the Group's dividend was 1.0x covered
in the six months ended 30 June 2024.
The Market
We anticipate a move towards more
supportive market conditions for real estate valuations, with
inflation close to the Bank of England's 2.0% target and the
resultant initial 25bps reduction in the base rate to 5.0% in
August.
Alongside the onset of more supportive market conditions following the
general election in July, we can look forward to a period of
greater political stability, which is much needed in order for the
UK to make meaningful steps to address its housing crisis. The lack
of suitable accommodation in the UK reflects a
critical societal challenge and we welcome the Labour government's
focus on delivering social housing and their target of building 1.5
million new homes within their first five years of government. This
ambition will require close collaboration with
private capital and our latest construction project in Chorley,
which we have developed in conjunction with Golden Lane a new
Registered Provider ("RP") partner, serves as a timely reminder of
the positive impact that private capital can have
when working in conjunction with a leading RP in response to an
identified local need.
Whilst increased political
stability should be beneficial in terms of housing delivery, it is
important to recognise that Specialised Supported Housing ("SSH")
has always been relatively well-insulated from
the risks of political change. It benefits from cross-party support
as an effective means of promoting greater independence and better
outcomes for individuals with care and support needs,
whilst enabling them to live within their local
community.
Valuations and Rent Collection
The growing prevalence of
disability in the UK continues to drive excess demand for SSH, and
together with ongoing government support for residents, this
underpins the resilience of the Group's portfolio
valuation. The Group's property portfolio was valued at £652.7
million at 30 June 2024 compared to £678.4 million as at 31
December 2023. The difference was mainly due to £21.8 million of
assets being held for sale (and therefore not
being included in the portfolio valuation). In addition, rent
increases largely offset limited outward yield movement, leading to
a £3.2 million, or 0.5%, like-for-like reduction in the
value of the Group's portfolio. Rent collection for the Group
increased to 93.3% in the six months ended 30 June 2024 (up from 90.2% for the
year ended 31 December 2023).
Portfolio Sale and Capital Allocation
Following the announcement in June
that the Company had agreed heads of terms in relation to a
portfolio sale with an aggregate value in excess of £20m we had
expected the sale to complete in September. Completion has now been
moved out to November to allow for sufficient
time for the acquiror's debt funder to finalise their process. The
rationale behind the portfolio sale was to sell at a price that was
supportive of the book value of the properties and unlock
additional liquidity that would then be used to
return capital to shareholders through a share buyback programme
and this remains the Board's objective. The composition of the
portfolio being sold is representative of the Company's wider
portfolio and contains a range of both new build and adapted
properties as well as self-contained and shared
homes. EPC ratings of the properties range from B to D. Below we
have included a table that compares some of the portfolio's key
metrics to the Company's wider
portfolio.
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Sale Portfolio
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Group Portfolio
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EPC A to C
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69%
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71%
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EPC D
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30%
|
22%
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WAULT
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19
years
|
24
years
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New build / purpose built(1)
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25%
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42%
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Adapted(2)
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75%
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58%
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Notes:
(1) A new build property was contracted or fully renovated as SSH
in the last 10 years at the point of acquisition;
|
(2) An adapted property is typically a residential property that
has been refurbished and adapted for the specific needs of
identified residents.
|
Following the completion of the
portfolio sale the Board will consider further portfolio sales in
order to return additional capital to shareholders with
consideration also given to leverage levels and any debt repayment
obligations.
Investment Management
Arrangements
In May
2024, the Board initiated a comprehensive review of the investment
management arrangements (the "IMA Review") as part of its
commitment to explore all avenues for delivering value to
Shareholders. The Board anticipates that the IMA Review
process will be concluded in the near-term, and further information
will be notified to the market in due course.
Portfolio Performance
In the Investment Manager's
Report, we are pleased to include enhanced disclosures on both the
performance of the Group's property portfolio and
the top 10 lessees (excluding My Space and Parasol which are
discussed separately). These demonstrate strong rent collection and
occupancy amongst the Group's principle Registered Provider
partners as well as the
quality of the services provided to the properties' residents. All
of this is unlocked due to the collaborative approach the Group
takes to engaging with its Registered Provider and care provider
partners.
Recognising the highly
operational nature of its properties the Group
has always focused on working closely with its partners to promote
the strong operational performance of the
portfolio, thereby ensuring that both financial returns and
resident outcomes are optimised. This involves everything from routine property visits, to quarterly data
collection across a wide range of metrics, to engaging directly
with Local Authorities to address any operational issues that arise
within the portfolio.
My Space and Parasol
The Group has made progress with
both My Space and Parasol, the only two RPs within the Group's
portfolio with material arrears. On 19
August 2024, post period end, the Group
successfully completed the transfer of the Group's leases away from
Parasol to Westmoreland. This included a
comprehensive tenant consultation process which ensured the needs
of the residents were prioritised. Post-completion of the transfer,
the Group expects to increase rent collection from the properties
to between 75% to 85% of existing FRI lease rent
during an initial stabilisation period (expected to last
approximately 12 months), and thereafter up to at least 90% of
existing FRI lease rent. An increase in rent collection, combined
with JLL's favourable view of Westmoreland, should result in an increase in value of the properties post the
transfer. Further information on the transfer is included in the
Investment Manager's Report, demonstrating that leases can be moved
away from underperforming Registered Providers in a way that
preserves the delivery of good homes to residents
as well as shareholder
value.
Following the successful transfer
of leases away from Parasol we are engaging with My Space on how
best to transfer some or all of the Group's leases to alternative
Registered Providers, a full update is provided
in the Investment Manager's Report.
Financial Results
The Group has continued to
demonstrate strong financial resilience. EPRA earnings increased by
31% to £11.4 million from £8.7 million in the comparative period.
This is a result of index linked rental uplifts during the period,
and managing our cost base to mitigate the
challenges posed by relatively high levels of inflation. These two
factors have also helped ensure a lower EPRA cost ratio, and
crucially, that the dividend was covered on an Adjusted Earnings
basis. There was a slight fall in the EPRA NTA from 113.76 pence at 31 December 2023 to 112.38 pence at 30
June 2024. In August, Fitch Ratings Ltd reaffirmed the Company's
existing Investment Grade, long-term Issuer Default Rating (IDR) of
'A-' and a senior secured rating of 'A' for the Group's existing
loan notes, for the third consecutive time.
I am pleased to report that we continue to pay dividends in line
with our annual targets, as we have done consistently since IPO.
For the six months ended 30 June 2024, dividend cover, based on
adjusted earnings, was
1.0x.
Overall, we are proud of another
set of resilient financial results which build on our performance
to date and the encouraging operational progress made during the
period. This would not have been possible without the support of
our stakeholders, all of whom played an important
role in helping deliver on our investment strategy. You can read
more about our financial performance during the period in our Key
Highlights section, along with a more in-depth review in the
Investment Manager's Report.
Social Impact
Social Impact continues to be of
central importance to the Board when making decisions and is
integral to our business model. This set of results once again
demonstrates our conviction that financial performance and social
impact are mutually reinforcing. The independent
Impact Report prepared by The Good Economy identifies that our
properties have delivered £3.08 of
Total Social Value for every £1.00 invested in the six months
ending 30 June 2024. You can read more on the social value and
impact that our properties create in the Impact Report prepared by
the Good Economy, available separately on our website.
Outlook
We look forward to building on the
progress made in the first half of the year particularly in
relation to the increase in rent collection and the corresponding
increase in dividend cover which ensured that
dividends were fully covered on an adjusted earnings basis for the six
months ending 30 June 2024. The Group will continue to benefit from
having exclusively long term fixed priced debt which leverages the
positive impact of recent strong rental growth. Now that the
Group's 38 properties previously leased to
Parasol have been moved to Westmoreland, we expect to generate additional
rental income, which combined with the cost savings
expected to be unlocked
through the new investment management
arrangements, should continue to support strong dividend
cover.
We will therefore focus on working
with Westmoreland to ensure that the post transfer stabilisation
period is a success and rent collection increases in-line with
expectations. Now that we have successfully concluded
the Parasol lease transfer process, a key
objective for the next 6 months is to work with My Space to
determine how best to transfer the Group's leases to alternative
providers with a focus on prioritising the interests of residents
and increasing rent collection.
It is important to recognise that the
vast majority of the Group's lessees continue to perform well, as
demonstrated in the Portfolio Performance section of the Investment
Manager's Report. We will work closely with our Registered Provider
partners to ensure that we continue to monitor
the performance of the Group's portfolio at a granular level and
help to promote its ongoing strong performance. This
routine monitoring and engagement will be complemented by a focus on
delivering on key strategic initiatives which over the next six
months will include finalising the roll-out of the new risk sharing
clause into the Group's existing leases, and commencing the
wider rollout of the Group's Eco-Retrofit project
with a focus on reducing fuel consumption and positively impacting
the cost of utilities to both our Registered Providers and their
residents.
We expect to conclude the
portfolio sale in the coming months which will
enable us to return capital to shareholders. The Board remains
committed to addressing the performance of the Group's share price,
and working to narrow the share price discount to EPRA NTA whilst
preserving the long-term performance and fundamentals of the Group. The Board will continue to engage with
shareholders around actions for the benefit of the Group
overall.
On behalf of the Board,
I would like to thank all of our advisers for their continued hard work and dedication to our
investment strategy. Most importantly, I would like to thank our
shareholders and other stakeholders for their continued support as
we work to evolve and execute our strategy to deliver good
homes and long-term sustainable
returns.
Chris
Phillips
Chair
12 September 2024
INVESTMENT MANAGER'S
REPORT
Specialised Supported Housing Market
Labour's commitment to deliver 1.5
million new homes over the next five years with priority given to
social housing and brownfield sites is both ambitious - it
represents a 50% increase relative to the previous government - and
welcome, given the acute shortage of social
housing in the UK. However, it is unlikely that much of the grant
funding made available to help meet this target will find its way
to Specialised Supported Housing ("SSH"). Therefore, it will be
largely down to Registered Providers and private
capital to provide additional specialist homes that enable people
with care and support needs to live independently within their
local communities. As has been the case since we first started
investing in the sector, demand continues to increase for
SSH, driven by an increase in the prevalence of
disability and a desire to promote independent living where
possible. Given that the previous government
estimated an additional 125,000 supported housing homes were
required by 2030, private capital will need to play a critical role
in delivery as demand continues to outstrip
supply.
The reduction in the rate of
inflation has led to a return of a more normal
operating environment for our care provider and Registered Provider
partners. After the operational obstacles of COVID, followed by the
challenges of managing increasing costs in the ensuing high
inflation period, it is reassuring that the
Group's operating partners successfully overcame these challenges
and should now find conditions more supportive. Demand for SSH
continues to underpin the performance of our portfolio and we are
grateful to our Registered Provider and care provider partners for the services they provide to residents. It
is their work and our active approach to asset management that
enables us to demonstrate the strong operational and financial
performance of the Group's properties as detailed in the Portfolio
Performance section of our
report.
The government has not renewed its
temporary 7% cap on social housing rent levels that was put in
place for twelve months from 1 April 2023. There is, therefore, no
intention to cap the rent increases in the Group's
leases as we did last year, and they will revert
to increasing in line with inflation (CPI in most cases).
Registered Providers should also find it easier to agree the annual
increases in the service and maintenance charges they reclaim
through housing benefit now that forward-looking
cost projections are less impacted by unusually high
inflation.
The Regulator of Social Housing
("Regulator") has not issued any new judgements or notices about
the Group's lessees since April 2023. In the intervening period we
have seen those Registered Providers who have
been subject to regulatory notices continue to respond positively
and seek to move their organisations towards compliance with the
Regulator's standards. These efforts need to be driven by their
respective boards of directors and require
consideration of a broad range of factors, including: the quality
of the intensive housing management services provided, risk
management and stress-testing the organisation's business plan in a
range of different scenarios. The Group aims to progress the sector, as
such, we are focused on supporting the
boards of our Registered Provider partners in these endeavours, as
evidenced by the continued roll-out of our risk-sharing clause,
which we cover later in this report.
This supportive
operating environment coupled with our Registered Providers' desire
to move forward and respond positively to observations made by the
Regulator have together helped to ensure that the Group is able to
demonstrate another period of strong financial performance. Rent collection has increased
to 93.3% of rent due (up from 90.2% for the year ended 31 December
2023) and the Group continues to benefit from exclusively long-term
fixed priced debt which has a weighted average fixed cost of 2.74%.
This, in conjunction with strong rental growth
and a reduced cost base, ensured that the dividend was fully
covered on an adjusted earnings basis in the six months ended 30
June 2024. The Group's portfolio has reduced in value from £678.4
million on 31 December 2023 to £652.7 million on
30 June 2024, mainly as a result of 13 assets, with an aggregate
value of £21.8 million, being held for sale at the period
end and therefore being
excluded from the portfolio valuation. There was a
0.5%, or £3.2 million, reduction in the like-for-like portfolio value
(representing the net impact of strong rental growth being offset
by limited outward yield movement). Finally, on 1 August 2024,
Fitch renewed their A- investment grade issuer rating of the Group
for the third time in a row.
Financial Review
We are pleased to present
resilient financial results for the six months ended 30 June 2024,
as highlighted earlier. The Group's financial performance is
underpinned by increases in annualised rental income from its CPI
and RPI-linked leases2. The dividend was fully covered in the period, and we expect dividend cover
to continue to increase during the second half of the year now that
leases have been moved away from Parasol to
Westmoreland.
Key Highlights:
- The
EPRA Earnings per Share ("EPRA EPS") excludes the fair value
movement on investment properties and is measured on the weighted
average number of shares in issue during the period. EPRA EPS was
2.90 pence for the period compared to 2.18 pence for the
same period in 2023, the increase was driven by strong rental growth.
- The Adjusted Earnings per Share ("Adjusted EPS") includes
adjustment for non-cash items and is measured on the weighted
average number of shares in issue during the year. Adjusted EPS was
2.74 pence per share for the six months ended 30
June 2024, compared to 2.10 pence2
for the same period in 2023, again this increase
was driven by strong rental growth.
- The annualised
contracted rental income of the Group was £41.2 million as at 30
June 2024, compared to £41.0 million on 31 December
2023.
-
The EPRA NIY has increased from 5.57% at 31
December 2023 to 5.96% at 30 June 2024 following the rental uplifts
in the period.
- The EPRA NTA
per share at 30 June 2024 was 112.38 pence per share, the same as
the IFRS NAV per share, compared to 113.76 pence as at 31 December 2023.
- At the
period end, the portfolio was valued at £652.7 million on an IFRS
basis compared to £678.4 million at 31 December 2023. The reduction
in value was mainly due to 13 assets, with a value of £21.8
million, being held for sale resulting in them
being excluded from the portfolio valuation. There was a like-for like reduction in
portfolio value of £3.2 million resulting from the net
impact of strong rental growth being offset by limited outward yield movement. The
portfolio value of £652.7 million reflects a valuation uplift of
13.2% against the portfolio's aggregate purchase price (including
acquisition costs).
- The
EPRA cost ratio is calculated as the total administrative and
operating costs expressed as a percentage of the
gross rental income. The EPRA cost ratio for the period
was 18.71% compared to 20.60% for the year
ended 31 December 2023.
- The Group held
cash and cash equivalents of £29.3 million as at 30 June 2024 of
which £0.4 million was restricted or ring-fenced, compared to £29.5
million as at 31 December 2023, of which £0.4 million was
restricted or ring fenced, leaving available cash of £28.9 million as at 30 June 2024.
Debt Financing
All of the Group's debt is
fixed-price and long-term with the earliest debt maturity occurring
in mid-2028, providing strong protection from higher interest
rates. As at 30 June 2024, the Group's debt structure comprised two facilities with a combined value of
£263.5 million. Both facilities are fixed price (with a weighted
average coupon of 2.74%), long-term (with a weighted average
maturity of 9.1 years) and fully drawn. The Group continues to
maintain significant covenant headroom across
both facilities while also having additional liquidity in the form
of cash and £72.2
million of unencumbered properties as at 30 June
2024.
Portfolio Performance
The financial performance detailed
in the previous section is underpinned by the strong performance of
the Group's portfolio. Through the enhanced disclosures in this
report, we have sought to further demonstrate the operational and
financial performance of the Group's properties.
These disclosures are made possible through the proactive approach
we take to asset management. We conduct routine property
inspections, and focus on quarterly data collection on the
operational, financial and governance performance
of our partners and
properties. We also emphasise close
engagement between our asset management team and key stakeholders
throughout the organisational hierarchy of the Registered Providers
we work with (this ensures engagement with housing managers
through to Managing Directors and Boards). It is
through these comprehensive inspections and dedicated engagement
that we are able to ensure we have the qualitative and quantitative
data we need to have a granular understanding of the performance of
the Group's portfolio. It also allows us to take
action to support performance if and when required. In the tables
below, we have organised the data between general operational
updates and additional disclosures on the Group's top 10 lessees by
rent roll (excluding My Space and Parasol who are
covered in a separate section).
|
|
|
|
|
|
|
|
|
Inclusion
|
2007
|
4,192
|
31.2%
|
100%
|
88%
|
Falcon
|
2008
|
996
|
9.0%
|
100%
|
89%
|
Chrysalis
|
2003
|
451
|
5.7%
|
100%
|
90%
|
BeST3
|
2010
|
1,454
|
5.3%
|
94%
|
89%
|
Hilldale
|
2009
|
943
|
5.2%
|
100%
|
94%
|
Auckland
|
2010
|
975
|
4.8%
|
100%
|
93%
|
Blue
Square
|
2012
|
280
|
3.9%
|
100%
|
90%
|
Care
HA
|
2003
|
445
|
3.9%
|
100%
|
86%
|
Highstone
|
2012
|
286
|
3.6%
|
100%
|
96%
|
Sunnyvale
|
2012
|
89
|
1.6%
|
100%
|
90%
|
|
Percentage of homes with EPC rating
C+
|
71%
|
CQC ratings of partner care
providers who have been inspected of good or outstanding
|
84%
|
Renewal rate of RP/CP SLA
contracts
|
96%
|
Residents receiving over 20 hours of
care and support a week
|
77%
|
Residents receiving over 50 hours of
care and support a week
|
47%
|
Resident satisfaction scores from
latest The Good Economy Survey
|
|
Residents satisfied with their level
of physical health in their current home
|
87%
|
Residents in contact with their
family or friends at least two to three times
per week
|
62%
|
Residents satisfied that when they
need help in their current home, there
are people there to
support
|
93%
|
Residents satisfied with their level
of confidence in their current home
|
91%
|
Residents satisfied with their level
of independence in their current home
|
90%
|
SSH typically provides long
term homes to vulnerable residents and is bespoke
to their care and support needs. Demand for Specialised Supported
Housing is therefore specific and there is a rigorous process to
follow when a resident is nominated into a new home. This takes
time and requires input and consultation with a
wide range of stakeholders to ensure both the suitability of the
home and the success of the move in process. We
would therefore expect occupancy for a mature portfolio of SSH properties to be
around 90%, which is
in line with
the occupancy levels demonstrated by the Group's
top Registered Provider
partners by rent roll as show
in the first table
above.
Occupancy is supported by the
quality of services being provided to residents and it is critical
that residents in SSH receive the care and support on which they
rely. Over 77% of residents living in properties owned by the
Company receive over 20 hours of care and support
a week, with 47% receiving over 50 hours of care and support. Every
year The Good Economy (a leading, independent advisory firm with
expertise in impact measurement and management) undertakes a survey
of some of the residents living in properties
owned by the Group. The results of the latest survey, published in
March 2024, stated that over 90% of residents surveyed were
satisfied with their level of confidence, their independence and
the level of support they receive in their
home
Care is
typically provided by a care provider (independent of the
Registered Provider lessee) regulated by the Care Quality
Commission ("CQC"). Of the Group's partner care providers which
have been inspected, 84% have been rated good or outstanding by the
CQC. Care is typically contracted with, and paid
for by, the Local Authority often on 5 to 10 year agreements, with
a corresponding 5 to 10 year Service Level Agreement between the
care provider and the Registered Provider. Under the Service Level
Agreement, amongst other things, the care
provider has the right to nominate residents into the property and
typically undertakes to cover the cost of void units. Since the
Company's IPO in August 2017, there has been a high renewal rate of
Service Level Agreements in the Group's
portfolio. Where the initial term has expired
96% have been renewed. Where the
Service Level Agreement has not been renewed in most cases a new
care provider has been contracted with by the Local Authority in
order to ensure continuity of care and support to
residents
Forward Funding Update
In June we commenced construction on a market leading project in
conjunction with leading SSH Registered Provider, Golden Lane
Housing. The development which will see us deliver 12 new
individual apartments for people who have learning disabilities,
autism requirements and/or mental health needs.
The project received commissioner support from the Head of Service
for Learning Disabilities, Autism and Mental Health at Lancashire
County Council and it was noted that the location of the site,
close to the centre of Chorley, is ideal for
enabling residents to integrate into the community. It will also be
our first development to target a 10% net biodiversity
gain.
My Space and Parasol Update
On 19 August 2024 the Group
successfully completed the transfer of all 38 properties leased to Parasol to Westmoreland. Prior to the
transfer these properties had an aggregate value of £55.7 million
and contracted rent of £4.0 million (excluding the impact of the
ongoing creditor's agreement). The transfer was the culmination of
a four-month process focused on prioritising the
welfare of residents, enabling proactive engagement with the
Regulator by both Parasol and Westmoreland, and ensuring the
transfer was undertaken in a collaborative way to minimise costs
and maximise rental income generated from
properties going forward.
The decision to move properties
was taken due to Parasol only paying the Group c.60% of rent due
for c.20
months. Whilst the Parasol board and management
team were strengthened over the course of 2023, the persistent
nature of the arrears led to the decision to transfer all
properties to Westmoreland. Westmoreland manage 950 SSH homes. The
current management team was appointed in 2020 and
have successfully restructured Westmoreland, delivering four years
of annual surplus and growing turnover in a sustainable way to over
£15 million per annum whilst steadily increasing Westmoreland's
cash position.
As part of our
due diligence, as well as our review of operational, financial and
governance information, we engaged with the Westmoreland management
team at length on the quality of services that will be provided to
residents and their approach to property management and maintenance. This included visits to properties
managed by Westmoreland to confirm that the level of services
provided to residents meets the expected standards for the Group's
homes. Following the transfer of the properties we expect rent
collection to increase to between 75% to 85% of
existing FRI lease rent during an initial stabilisation period
(expected to last approximately 12 months), and thereafter up to at
least 90% of existing FRI lease rent. For the purposes of the
Group's portfolio valuation dated 30 June 2024,
the properties were valued assuming the continuation of their
existing Parasol leases. We have consulted with JLL about the
expected impact of the completed lease transfer and expect the
transfer to have a positive impact on the valuation of the 38
properties.
The Group currently has 34
properties leased to My Space representing 8.1% of rent roll.
Following the successful transfer of properties away from Parasol
to Westmoreland, we are engaging with My Space around how best the
Group can move some or all of its My Space
properties to alternative Registered Providers. Any property
transfers will prioritise the interest of residents whilst looking
to promote the strong operational and financial performance of the
relevant properties. Further updates will be
provided when lease assignments are
agreed.
Eco-Retrofit Update
In August, the Labour Government
confirmed that there will be a requirement for private rental
properties to have a minimum EPC of C by 2030. Whilst this target
has not been specifically
confirmed for social landlords, it emphasises the
importance of our Eco-retrofit project which will
see all of the Group's properties that currently have an EPC rating
of below a C upgraded to a C or above.
The project will ensure that the
Group's portfolio remains ahead of regulation whilst also reducing
fuel consumption and improving the thermal
performance of the Group's properties, and reducing the relative
cost of utilities for the Group's lessees and their residents. As
previously reported, we have been undertaking an initial pilot
project involving 11 of the Group's properties to
understand which technologies work best, who our preferred
suppliers are, and how to minimise any disruption to residents when
the wider project is rolled out. Of the 11 properties 8 now have an
EPC of C or above. Of the remaining 3 properties
work is ongoing in one, one is awaiting the outcome of a new EPC
rating, and one has been replaced by two additional properties
where grant funding can be accessed to fund over 60% of the cost of
works and where works are now ongoing.
The pilot project will come in below budget, in part because of our having been
able to access grant funding. Until we have surveyed all of the
properties included in the wider project it will not be possible to
definitively forecast costs, but we currently estimate that,
once grant funding is accounted for, the wider
project should cost the Group between £2.5m and £5.0m to complete
(subject to the ongoing availability of grant
funding).
Surveys of the residents impacted
by the pilot project show that 100% were satisfied with
communication throughout the project and the quality of the
contractors' work. We have learned a number of important lessons in
the pilot project which give us the confidence
that we can deliver the wider project at a manageable cost to the
Group, well in advance of any regulatory deadlines, and in a way
that has a positive impact on both the value of the properties and
the wellbeing of residents.
Risk Sharing Lease Clause
Roll-Out
In the Group's 2023 Annual Report
we detailed the key terms of the Group's risk sharing clause. We
want to ensure the Group is able to assist its Registered Provider
partners to move forward and respond positively to the observations
made by the Regulator around the risks attached
to long leases. This clause, aimed at promoting the compliance of
the Group's Registered Provider partners, was reviewed by the
Group's valuers and lenders and shared with the Regulator before
being introduced towards the end
of 2023. The clause has now been included in
66% of the Group's
Registered Provider leases and we are hoping to conclude the
roll-out before the end of 2024.
Portfolio Sale and Further Portfolio Sales
As described in more detail in the
Chairman's statement we expect to conclude the sale of a portfolio
of properties in excess of £20m in November. The portfolio is
reflective of the Group's wider portfolio and the sale should allow
for capital to be returned to shareholders (with
consideration given to leverage levels and any debt repayment
obligations).
Property Portfolio
As at 30 June 2024, the portfolio
comprised 481 properties with 3,297 units (excluding the units
relating to the properties classified as assets
held for sale) and represented a broad geographic diversification
across the UK. The four largest concentrated areas by market value
were the North West (18.4%), West Midlands (17.6%), Yorkshire
(15.0%) and East Midlands (11.3%). This excludes 13 assets with an aggregate
value of £21.8 million that have been classified as held for
sale.
Rental Income
In total, the Group had 378 leases
(excluding the leases associated with the properties classified as
assets held for sale) which at the period end, generated total
annualised contracted rental income of £41.2 million.
At the period end, the Group's
three largest Approved Providers by rental income
and units were Inclusion (£12.8 million and 921 units), Parasol
(£4.0 million4
and 246 units) and Falcon (£3.7 million and 304
units).
As at 30 June 2024, the portfolio
had a WAULT of 24.0 years. The WAULT includes the initial lease
term upon completion as well as any reversionary leases and
put/call options available to the Group at expiry of the initial
term. At present the Group's WAULT is anticipated
to remain above 20 years. 100% of the Group's contracted income is
generated under leases which are indexed against either CPI (91.9%)
or RPI (8.1%), noting that for
leases that now include the new risk sharing clause annual rent
increases are set at the lower of the relevant
inflation index and prevailing
government policy in relation to social housing rent increases
as it applies to
SSH.
Given that government has
recently stated that it expects social housing rents to be able to
increase annually by CPI +1% for the next
ten years, these inflation
linkages provide the Group and its investors with the comfort that
the rental income will generally increase in line with
inflation.
Of the Group's leases, 8.3% have
an index 'premium' under which the standard rental increase is
based upon CPI or RPI plus a further percentage point, reflecting
top-ups by local authorities. A small portion of the Group's leases
(5.0% of rental income) contain a cap and collar
on rental increases. For the purposes of the portfolio valuation,
JLL assumed CPI and RPI to increase at 2.0% per annum and 2.5% per
annum, respectively, over the term of the relevant leases. JLL's
inflation assumptions remain unchanged from
previous periods given the Group's long-term outlook, with a WAULT
and contracted income streams of 24.0 years as at 30 June
2024.
Rental income by approved provider
Rental income by lease length
Outlook
Looking forward,
focus remains on maximising the rental income generated by the Group's
properties and providing good homes to
residents. The recent transfer of leases from Parasol to
Westmoreland has enabled us to deliver on both of these objectives
and our focus is now on
working closely with Westmoreland to ensure that
the stabilisation period is successful and rent collection
increases in-line with expectations. Similarly, we continue to
engage with My Space to ensure that rental income generated from
the Group's 34 properties leased to My
Space is maximised, and this will involve moving properties to alternative
Registered Providers. As always when properties are transferred the
welfare of residents will be prioritised.
We expect the Group to
continue to benefit from strong rental growth in
the latter half of the year with 50.4% of the Group's remaining
annual lease rent increases for 2024 being linked to the September
2023 CPI figure of 6.7%. This will increase rental income and should help ensure a
high level of dividend cover in the latter half of the
year.
One of the Group's key strategic projects is the wider roll-out of the
Eco-Retrofit project, and
invaluable learnings have been gained during
the pilot phase which
will enable the Group
to continue to improve the
energy efficiency of its
portfolio.
In turn, this positively impacts
the utility costs of our Registered Provider
partners and their residents and such
improvements can then be applied
to the Group's remaining properties with an EPC
of C or below. This combined with the roll-out of the risk sharing
clause and the market leading forward funding project, developed in
conjunction with Golden Lane, will help to ensure
that the Group remains at
the forefront of an evolving sector.
We will continue to work with all
of our Registered Provider and care provider partners to promote
the strong performance of the Group's portfolio. Following the
recent decline in inflation, the return to a more supportive
operating environment is welcome, and we expect
the vast majority of the Group's lessees to continue to perform
inline with expectations. We also hope that ongoing constructive
engagement with the Regulator and the positive impact of the new
risk sharing clause will help ensure that the Registered Providers we work with will continue to make
progress in terms of addressing historic observations from the
Regulator, and compliance with the Regulator's
standards.
The Group benefits from a
compelling capital structure with all debt being long term and fixed price with a blended cost of 2.74%. This
combined with the recent increases in rent collection, and strong
rental growth delivered through annual rent increases ensured that
the dividend was covered for the six months ending 30 June 2024.
We expect these factors to continue to support
the strong financial performance of the Group in the latter half of
the year and beyond. Financial performance is underpinned by
ongoing excess demand for SSH and the proactive approach we take to
engaging with our Registered
Provider
and care provider partners. This will continue to
be the bedrock of stable operational performance going forward, and
will allow the Group to focus on its aim of providing good homes to
people with care and support needs whilst maximising value for shareholders.
Max
Shenkman
Head of
Investment
12 September 2024
Notes:
1 5.0% of our
leases are capped.
2 Restated to adjust for the movement in lease incentive
debtor.
3 We are
engaging with BeST around their proposed merger with Westmoreland
(as reported in the Company's 2023 Annual Report). BeST have not
allowed for their most recent rent increases in their H1 rent
payments to the Company which has caused rent collection to reduce
to 94%. We expect to resolve this issue in H2 of 2024 and as such
do not expect there to be rent arrears going forward.
4 The £4.0m
represents the rent due under Parasol leases before the impact of
the creditor's agreement which reduced rent due by 40% and which
was in place until all of the Groups properties leased to Parasol
were transferred to Westmoreland in August 2024. Following the
completion of the transfer of the properties to Westmoreland the
Group had no remaining exposure to Parasol.
PORTFOLIO
SUMMARY
By
Location
Region
|
Properties**
|
% of Funds Invested*
|
North West
|
94
|
18.2
|
West Midlands
|
81
|
16.7
|
Yorkshire
|
64
|
15.2
|
East Midlands
|
53
|
11.3
|
North East
|
51
|
10.2
|
South East
|
57
|
8.9
|
London
|
27
|
8.9
|
South West
|
30
|
5.1
|
East
|
21
|
4.3
|
Scotland
|
2
|
1.1
|
Wales
|
1
|
0.1
|
Total
|
481
|
100.0
|
* calculated excluding acquisition costs
** excluding assets held for
sale
|
|
|
KEY PERFORMANCE
INDICATORS
In order to track the Group's
progress the following key performance indicators are
monitored:
KPI
AND DEFINITION
|
RELEVANCE TO STRATEGY
|
PERFORMANCE
|
COMMENT
|
|
|
|
|
|
|
1.
Dividend
|
|
|
|
Dividends paid to shareholders and
declared during the year.
Further information is set out in
Note 17.
|
The dividend reflects the
Company's ability to deliver a low risk but growing income stream
from the portfolio.
|
Total dividends of
2.73 pence per
share were paid or declared in respect of the six
months ended 30 June 2024.
(30 June 2023: 2.73
pence)
|
The Company has declared a
dividend of 1.365 pence per Ordinary share in respect of the period
1 April 2024 to 30 June 2024, which will be payable on or
around 4 October 2024.
Total dividends paid and declared
for the period are in line with the Company's
target.
|
|
|
|
|
|
|
2.
EPRA Net Tangible Assets
(NTA)
|
|
|
The EPRA NTA is equal to
IFRS NAV as there are no deferred
tax liabilities or other
adjustments applicable to the Group under
the REIT regime.
Further information is set out in
the Unaudited Performance Measures.
|
EPRA NTA measure that assumes
entities buy and sell assets, thereby crystallising certain levels
of deferred tax liability.
|
112.38 pence per share as at 30
June 2024.
(31 December 2023: 113.76 pence per share)
|
The EPRA NTA (equivalent to IFRS
NAV) per share at IPO was 98 pence.
This represents an increase
of 14.7% since
IPO driven primarily by yield compression at acquisition and
subsequent annual rental uplifts.
|
|
|
|
|
|
|
3. Loan to
Value
(LTV)
|
|
|
A proportion of our portfolio is
funded through borrowings. Our medium to long-term target LTV is
35% to 40% with a maximum of 50%.
Further information is set out in
Note 15.
|
The Company uses gearing to
enhance equity returns.
|
37.2% LTV as at 30 June
2024.
(31 December 2023: 37.0%
LTV)
|
Borrowings comprise two private
placements of loan notes totalling £263.5 million provided by
MetLife Investment Management and Barings.
|
|
|
|
|
|
|
4. EPRA Earnings per
Share
|
|
|
EPRA Earnings per share (EPRA EPS)
excludes gains or losses from fair value adjustment on investment
property that are included in the IFRS calculation for Earnings per
share.
Further information is set out in
Note 22.
|
A measure of a Group's underlying
operating results and an indication of the extent to which current
dividend payments are supported by earnings.
|
2.90 pence per share for the six
months ended 30 June 2024, based on earnings excluding the fair
value loss on properties calculated on the
weighted average number of shares in issue during the
period.
(30 June 2023: 2.18
pence)
|
EPRA EPS increased compared to the
comparative period due to the increase in rental income driven by
rental uplifts.
|
|
|
|
|
|
|
5. Adjusted Earnings
per Share
|
|
|
Adjusted earnings per share
includes adjustment for non-cash items. The calculation is shown in
Note 22.
|
A key measure which reflects
actual cash flows supporting dividend payments.
|
2.74 pence per share for the six
months ended 30 June 2024, based on earnings after adjusting for
any fair value movement on investment properties, amortisation of
loan arrangement fees, and the movement in lease incentive debtor;
calculated on the weighted average number of shares in issue during
the year.
(30 June 2023: 2.10 pence
per share1)
|
This demonstrates the Company's
ability to meet dividend payments from net cash inflows. It
represents a dividend cover for the six months ended 30 June 2024
of 1.0x.
|
|
|
|
|
|
|
6. Weighted Average Unexpired Lease
Term (WAULT)
|
|
|
|
The average unexpired lease term of
the investment portfolio, weighted by annual passing
rents.
Further information is set out in
the Investment Manager's Report.
|
The WAULT is a key measure of the
quality of our portfolio. Long lease terms underpin the security of
our income stream.
|
24.0 years as at 30 June 2024
(includes put and call options).
(31 December 2023: 24.3
years)
|
As at 30 June 2024, the portfolio's
WAULT stood at 24.0 years.
|
|
|
|
|
|
|
|
|
7. Exposure to
Largest Approved
Provider
|
|
The percentage of the Group's gross
assets that are leased to the single largest Approved
Provider.
|
The exposure to the largest Approved
Provider must be monitored to ensure that we are not overly exposed
to one Approved Provider in the event of a default
scenario.
|
30.1% of Gross Asset Value as at
30 June 2024.
(31 December 2023: 29.5%)
|
Our maximum exposure limit is 30%
of GAV.
This represents the Group's
aggregate exposure to both Inclusion Housing CIC and Inclusion
Homes CIC which is expected to reduce below the 30% limit following
the realisation of the remaining rental uplifts due for the
portfolio this year.
|
|
|
|
|
|
|
8. Total Return
|
|
Change in EPRA NTA plus total
dividends paid during the period.
|
The Total Return measure highlights
the gross return to investors including dividends paid since the
prior year.
|
EPRA NTA per share was 112.38 pence
as at 30 June 2024.
(30 June 2023: 111.31
pence)
Total dividends paid for the six
months ended 30 June 2024 were 2.73 pence per share.
Total return was 1.18% for the six
months ended 30 June 2024.
(30 June 2023: 4.57%)
|
The EPRA NTA per share at 30 June
2024 was 112.38 pence. Adding back dividends paid during the period
of 2.73 pence per Ordinary Share to the EPRA NTA per share at 30
June 2024 results in an increase of
1.2%.
The Total Return since IPO is
49.13% at 30 June
2024.
|
|
|
|
|
|
|
|
Notes:
1
Restated to adjust for the movement in lease
incentive debtor
EPRA PERFORMANCE
MEASURES
The table shows additional
performance measures, calculated in accordance with the Best
Practices Recommendations of the European Public Real Estate
Association (EPRA). We provide these measures to aid comparison
with other European real estate businesses.
Full reconciliations of EPRA
Earnings and NAV performance measures are included in
Notes 22
and 23 of the condensed
Group interim financial statements and Notes 1 and 3 of the Unaudited Performance
Measures, respectively. A full reconciliation of the other EPRA
performance measures is included in the Unaudited Performance
Measures section.
KPI
AND DEFINITION
|
PURPOSE
|
PERFORMANCE
|
|
|
|
1.
EPRA Earnings per share
|
EPRA Earnings per share excludes
gains or losses from fair value adjustment on investment properties
that are included in the IFRS calculation for Earnings per
share.
|
A measure of a Group's underlying
operating results and an indication of the extent to which current
dividend payments are supported by earnings.
|
2.90 pence per share for the six
months ended 30 June 2024.
(30 June 2023: 2.18
pence)
|
|
|
|
2.
EPRA Net Reinstatement Value (NRV) per share
|
The EPRA NRV adds back the
purchasers' costs deducted from the IFRS valuation.
|
A measure that highlights the value
of net assets on a long-term basis.
|
The EPRA NRV adds back the
purchasers' costs deducted from the IFRS valuation.
£489.6 million / 124.43 pence per
share as at 31 December 2023.
|
|
|
|
3.
EPRA Net Tangible Assets (NTA)
|
The EPRA NTA is equal to IFRS NAV as
there are no deferred tax liabilities or other adjustments
applicable to the Group under the REIT regime.
|
A measure that assumes entities buy
and sell assets, thereby crystallising certain levels of deferred
tax liability.
|
£442.2 million / 112.38 pence per
share as at 30 June 2024.
£447.6 million / 113.76 pence per
share as at 31 December 2023.
|
|
|
|
4.
EPRA Net Disposal Value (NDV)
|
The EPRA NDV provides a scenario
where deferred tax, financial instruments, and certain other
adjustments are calculated as to the full extent of their
liability.
|
A measure that shows the shareholder
value if assets and liabilities are not held until
maturity.
|
£504.6 million / 128.23 pence per
share as at 30 June 2024.
£503.7 million / 128.02 pence
per share as at 31 December 2023.
|
|
|
|
5.
EPRA Net Initial Yield (NIY)
|
Annualised rental income based on
the cash rents passing at the statement of financial position date,
less non-recoverable property operating expenses, divided by the
market value of the property, increased with (estimated)
purchasers' costs.
|
A comparable measure for portfolio
valuations. This measure should make it easier for investors to
judge for themselves how the valuation of a portfolio compares with
others.
|
5.96% at 30 June 2024.
5.57% at 31 December
2023.
|
|
|
|
6.
EPRA "Topped-Up" NIY
|
This measure incorporates an
adjustment to the EPRA NIY in respect of the expiration of
rent-free periods (or other unexpired lease incentives such as
discounted rent periods and step rents).
|
The topped-up net initial yield is
useful in that it allows investors to see the yield based on the
full rent that is contracted at 30 June 2024.
|
5.99% at 30 June 2024.
5.72% at 31 December
2023.
|
|
|
|
7.
EPRA Vacancy Rate
|
Estimated Market Rental Value (ERV)
of vacant space divided by ERV of the whole portfolio.
|
A "pure" percentage measure of
investment property space that is vacant, based on ERV.
|
0.32% at 30 June 2024.
0.33% at 31 December
2023.
|
|
|
|
8.
EPRA Cost Ratio
|
Administrative and operating costs
(including and excluding costs of direct vacancy) divided by gross
rental income.
|
A key measure to enable meaningful
measurement of the changes in the Group's operating
costs.
|
18.71% at 30 June 2024.
20.60% at 31 December
2023
|
PRINCIPAL RISKS AND
UNCERTAINTIES
The Audit Committee, which assists
the Board with its responsibilities for managing risk, considers
that the principal risks and uncertainties as presented on pages 75
to 79 of our 2023 Annual Report were unchanged during the period
and will remain unchanged for the remaining six months of the
financial year ending 31 December 2024.
The Board undertakes a formal risk
review, with the assistance of the Audit Committee twice a year to
assess the principal risks and uncertainties. The Investment
Manager on an ongoing basis has responsibility for identifying
potential risks and escalating these in accordance with the risk
management procedures.
The risks are summarised
below:
Financial Risks:
•
Default of one or more approved provider lessees
•
Non-payment of voids cover by care providers
•
Property valuations may be subject to change over time
•
Higher than projected levels of inflation may impact approved
providers' ability to pay rent due under the group's
leases
•
Unable to operate within debt covenants
Regulatory Risks:
• Risk of an
approved provider being deemed non-compliant with the governance
and viability standard by the regulator
• Risk of
changes to the social housing regulatory regime and changes to
government policy in relation to social housing and housing
benefit
• Risk
of poor or inadequate housing management (including compliance) or
poor provision of care services by the group's approved providers
lessees and care providers respectively
Strategic Risks:
•
Reliance on the Investment Manager
• The
potential impact of climate change on the valuation of the group's
properties
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that to the
best of their knowledge this unaudited condensed set of financial
statements has been prepared in accordance with UK-adopted
International Accounting Standard (IAS) 34 'Interim Financial
Reporting' and that the operating and financial
review above includes a fair review of the information required by DTR
4.2.7 and DTR 4.2.8 of the Disclosure Guidance and Transparency
Rules of the United Kingdom's Financial Conduct Authority
namely:
· an
indication of important events that have occurred during the six
months ended 30 June 2024 and their impact on the condensed
financial statements and a description of the principal risks and
uncertainties for the remaining six months of the financial
year; and
· material
related party transactions in the six months ended 30 June 2024 as
disclosed in Note 19 and any material changes in the related party transactions
disclosed in the 2023 Annual Report.
Shareholder information is as
disclosed on the Triple Point Social Housing REIT
plc website.
Approval
This Directors' responsibilities
statement was approved by the Board of Directors and signed on its
behalf by:
Chris Phillips
Chair
12 September 2024
GROUP FINANCIAL STATEMENTS
CONDENSED GROUP STATEMENT OF COMPREHENSIVE
INCOME
For the six months ended 30 June
2024
|
|
For the six months
ended 30 June 2024
|
|
For the six months
ended 30 June 2023
|
|
For the year ended 31 December 2023
|
(unaudited)
|
|
(unaudited)
|
|
(audited)
|
|
Note
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
Income
|
|
|
|
|
|
|
Rental
income
|
4
|
20,540
|
|
19,576
|
|
39,839
|
Expected credit
loss
|
4
|
(1,436)
|
|
(3,157)
|
|
(4,593)
|
Other income
|
|
3
|
|
-
|
|
-
|
Total
income
|
|
19,107
|
|
16,419
|
|
35,246
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
Directors'
remuneration
|
|
(150)
|
|
(156)
|
|
(312)
|
General and
administrative expenses
|
|
(1,344)
|
|
(1,446)
|
|
(3,245)
|
Management
fees
|
5
|
(2,349)
|
|
(2,339)
|
|
(4,651)
|
Total
expenses
|
|
(3,843)
|
|
(3,941)
|
|
(8,208)
|
|
|
|
|
|
|
|
(Loss}/gain from fair value
adjustment on investment properties
|
8
|
(6,122)
|
|
5,886
|
|
15,477
|
Operating
profit
|
|
9,142
|
|
18,364
|
|
42,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance
income
|
|
22
|
|
29
|
|
52
|
Finance
costs
|
6
|
(3,864)
|
|
(3,777)
|
|
(7,578)
|
Profit before
tax
|
|
5,300
|
|
14,616
|
|
34,989
|
|
|
|
|
|
|
|
Taxation
|
7
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
Profit and total
comprehensive income
|
|
5,300
|
|
14,616
|
|
34,989
|
|
|
|
|
|
|
|
IFRS Earnings per share -
basic and diluted
|
22
|
1.35p
|
|
3.65p
|
|
8.81p
|
CONDENSED GROUP STATEMENT OF FINANCIAL
POSITION
As at 30
June 2024
|
|
30 June
2024
|
|
30 June
2023
|
|
31 December
2023
|
|
Note
|
(unaudited)
|
|
(unaudited)
|
|
(audited)
|
£'000
|
|
£'000
|
|
£'000
|
Assets
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
Investment
properties
|
8
|
648,848
|
|
665,422
|
|
675,497
|
Trade and other
receivables
|
10
|
5,036
|
|
3,042
|
|
4,233
|
Total non-current
assets
|
|
653,884
|
|
668,464
|
|
679,730
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
Assets held for
sale
|
9
|
21,755
|
|
7,871
|
|
-
|
Trade and other
receivables
|
11
|
3,054
|
|
3,063
|
|
3,864
|
Cash, cash equivalents
and restricted cash
|
12
|
29,260
|
|
23,843
|
|
29,452
|
Total current
assets
|
|
54,069
|
|
34,777
|
|
33,316
|
|
|
|
|
|
|
|
Total
assets
|
|
707,953
|
|
703,241
|
|
713,046
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
Trade and other
payables
|
13
|
3,153
|
|
2,556
|
|
2,722
|
Total current
liabilities
|
|
3,153
|
|
2,556
|
|
2,722
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
Other
payables
|
14
|
1,304
|
|
1,522
|
|
1,524
|
Bank and other
borrowings
|
15
|
261,320
|
|
261,178
|
|
261,183
|
Total non-current
liabilities
|
|
262,624
|
|
262,700
|
|
262,707
|
|
|
|
|
|
|
|
Total
liabilities
|
|
265,777
|
|
265,256
|
|
265,429
|
|
|
|
|
|
|
|
Total net
assets
|
|
442,176
|
|
437,985
|
|
447,617
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Share
capital
|
|
3,940
|
|
3,940
|
|
3,940
|
Share premium
reserve
|
|
203,753
|
|
203,753
|
|
203,753
|
Treasury shares
reserve
|
|
(378)
|
|
(378)
|
|
(378)
|
Capital redemption
reserve
|
16
|
93
|
|
93
|
|
93
|
Capital reduction
reserve
|
16
|
155,359
|
|
155,359
|
|
155,359
|
Retained
earnings
|
|
79,409
|
|
75,218
|
|
84,850
|
Total
Equity
|
|
442,176
|
|
437,985
|
|
447,617
|
IFRS Net asset value per share - basic and
diluted
|
23
|
112.38p
|
|
111.31p
|
|
113.76p
|
The Condensed
Group Financial Statements were
approved and authorised for issue by the Board
on 12 September 2024 and
signed on its behalf by:
Chris Phillips
Chair
12 September 2024
CONDENSED GROUP STATEMENT OF CHANGES IN
EQUITY
For the six months ended 30 June
2024
For the six months ended 30
June 2024 (unaudited)
|
Note
|
Share capital
£'000
|
Share premium
reserve
£'000
|
Treasury shares reserve
£'000
|
Capital redemption reserve
£'000
|
Capital reduction reserve
£'000
|
Retained earnings
£'000
|
Total equity
£'000
|
|
|
|
|
|
|
|
|
|
Balance at 1 January
2024
|
|
3,940
|
203,753
|
(378)
|
93
|
155,359
|
84,850
|
447,617
|
|
|
|
|
|
|
|
|
|
Profit and total
comprehensive income for the period
|
|
-
|
-
|
-
|
-
|
-
|
5,300
|
5,300
|
|
|
|
|
|
|
|
|
|
Transactions with
owners
|
|
|
|
|
|
|
|
|
Dividends
paid
|
17
|
-
|
-
|
-
|
-
|
-
|
(10,741)
|
(10,741)
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2024
(unaudited)
|
|
3,940
|
203,753
|
(378)
|
93
|
155,359
|
79,409
|
442,176
|
For the six months ended 30
June 2023 (unaudited)
|
Note
|
Share capital
£'000
|
Share premium
reserve
£'000
|
Treasury shares reserve
£'000
|
Capital redemption reserve
£'000
|
Capital reduction reserve
£'000
|
Retained earnings
£'000
|
Total equity
£'000
|
|
|
|
|
|
|
|
|
|
Balance at 1 January
2023
|
|
4,033
|
203,753
|
(378)
|
-
|
160,394
|
71,483
|
439,285
|
|
|
|
|
|
|
|
|
|
Profit and total
comprehensive income for the period
|
|
-
|
-
|
-
|
-
|
-
|
14,616
|
14,616
|
|
|
|
|
|
|
|
|
|
Transactions with
owners
|
|
|
|
|
|
|
|
|
Dividends
paid
|
17
|
-
|
-
|
-
|
-
|
-
|
(10,881)
|
(10,881)
|
Shares
repurchased
|
16
|
(93)
|
-
|
-
|
93
|
(5,035)
|
-
|
(5,035)
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2023
(unaudited)
|
|
3,940
|
203,753
|
(378)
|
93
|
155,359
|
75,218
|
437,985
|
For the year ended 31
December 2023 (audited)
|
Note
|
Share capital
£'000
|
Share premium
reserve
£'000
|
Treasury shares reserve
£'000
|
Capital redemption reserve
£'000
|
Capital reduction reserve
£'000
|
Retained earnings
£'000
|
Total equity
£'000
|
|
|
|
|
|
|
|
|
|
Balance at 1 January
2023
|
|
4,033
|
203,753
|
(378)
|
-
|
160,394
|
71,483
|
439,285
|
|
|
|
|
|
|
|
|
|
Profit and total
comprehensive income for the year
|
|
-
|
-
|
-
|
-
|
-
|
34,989
|
34,989
|
|
|
|
|
|
|
|
|
|
Transactions with
owners
|
|
|
|
|
|
|
|
|
Dividends
paid
|
17
|
-
|
-
|
-
|
-
|
-
|
(21,622)
|
(21,622)
|
Shares
repurchased
|
16
|
(93)
|
-
|
-
|
93
|
(5,035)
|
-
|
(5,035)
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2023
(audited)
|
|
3,940
|
203,753
|
(378)
|
93
|
155,359
|
84,850
|
447,617
|
CONDENSED GROUP STATEMENT OF CASH
FLOWS
For the six months ended 30 June
2024
|
|
For the six months
ended 30 June 2024
(unaudited)
|
|
For the six months
ended 30 June 2023
(unaudited)
|
|
For the year ended 31 December 2023
(audited)
|
|
Note
|
£'000
|
|
£'000
|
|
£'000
|
Cash flows from operating
activities
|
|
|
|
|
|
|
Profit before income
tax
|
|
5,300
|
|
14,616
|
|
34,989
|
Adjustments
for:
|
|
|
|
|
|
|
Expected credit
loss
|
|
1,436
|
|
3,157
|
|
4,593
|
(Loss)/gain from fair value
adjustment on investment properties
|
8
|
6,122
|
|
(5,886)
|
|
(15,477)
|
Finance
income
|
|
(22)
|
|
(29)
|
|
(52)
|
Finance
costs
|
6
|
3,864
|
|
3,777
|
|
7,578
|
Operating results before
working capital changes
|
|
16,700
|
|
15,635
|
|
31,631
|
|
|
|
|
|
|
|
Increase
in trade and other receivables
|
|
(1,429)
|
|
(2,101)
|
|
(5,528)
|
Increase/(decrease) in trade and
other payables
|
|
96
|
|
(402)
|
|
(240)
|
Net cash generated from
operating activities
|
|
15,367
|
|
13,132
|
|
25,863
|
|
|
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
|
|
|
Purchase of
/ additions to investment properties
|
|
(1,113)
|
|
147
|
|
67
|
Disposal proceeds from
sale of assets
|
|
-
|
|
-
|
|
7,472
|
Restricted cash
- paid
|
|
65
|
|
-
|
|
5
|
Interest
received
|
|
-
|
|
7
|
|
8
|
Net cash
(used in)/generated from investing
activities
|
|
(1,048)
|
|
154
|
|
7,552
|
|
|
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
|
|
|
Ordinary
Shares repurchased
|
|
-
|
|
(5,035)
|
|
(5,035)
|
Loan arrangement fees
paid
|
|
-
|
|
(52)
|
|
(212)
|
Dividends
paid
|
17
|
(10,741)
|
|
(10,881)
|
|
(21,622)
|
Interest
paid
|
|
(3,705)
|
|
(3,614)
|
|
(7,228)
|
Net cash
used
in financing activities
|
|
(14,446)
|
|
(19,582)
|
|
(34,097)
|
|
|
|
|
|
|
|
Net decrease in cash and
cash equivalents
|
|
(127)
|
|
(6,296)
|
|
(682)
|
Cash and cash equivalents at the beginning of the
period
|
|
29,014
|
|
29,696
|
|
29,696
|
Cash and cash equivalents at the end of the
period
|
12
|
28,887
|
|
23,400
|
|
29,014
|
NOTES TO THE CONDENSED
GROUP INTERIM FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June
2024
1. CORPORATE
INFORMATION
Triple Point Social Housing REIT
plc (the "Company") is a Real Estate Investment Trust ("REIT")
incorporated in England and Wales under the Companies Act 2006 as a
public company limited by shares on 12 June 2017. The address of
the registered office is The Scalpel, 18th Floor,
52 Lime Street, London, United Kingdom, EC3M 7AF. The Company is
registered as an investment company under section 833 of the
Companies Act 2006 and is domiciled in the United
Kingdom.
The principal activity of the
Company is to act as the ultimate parent company
of Triple Point Social Housing REIT plc and its subsidiaries (the
"Group") and to provide shareholders with an attractive level of
income, together with the potential for capital growth from
investing in a portfolio of social
homes.
2. BASIS OF
PREPARATION
These condensed Group interim
financial statements for the six months ended 30 June 2024 have
been prepared in accordance with IAS 34 "Interim Financial
Reporting" and also in accordance with the measurement and
recognition principles of UK-adopted international accounting standards. They do not include all of the
disclosures that would otherwise be required in a complete set of
financial statements and should be read in conjunction with the
2023 Annual Report.
The comparative figures for the
financial year ended 31 December 2023 presented
herein do not constitute the full statutory accounts within the
meaning of section 434 of the Companies Act 2006. Those accounts
have been reported on by the Group's auditors and delivered to the
registrar of companies. The report of the auditor
(i) was 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.
The condensed Group interim
financial statements for the six months ended 30 June 2024 have
been reviewed by the Company's Auditor, BDO LLP, in accordance with
International Standard on Review Engagements 2410, Review of
Interim Financial Information Performed by the
Independent Auditor of the Entity. The condensed Group interim
financial statements are unaudited and do not constitute statutory
accounts for the purposes of the Companies Act
2006.
The condensed Group interim
financial statements have been prepared on a
historical cost basis, as modified for the Group's investment
properties, which have been measured at fair value. Gains or losses
arising from changes in fair values are included in profit or
loss.
The Group has applied
the same accounting policies and method of
computation in these condensed Group interim financial statements
as in its 2023 annual financial statements and are expected to be
consistently applied during the year ending 31 December 2024. At
the date of authorisation of these financial
statements, there were a number of standards and interpretations
which were in issue but not yet effective. The Group has assessed
the impact of these amendments and has determined that the
application of these amendments and interpretations in current and future periods will not have a
significant impact on the financial
statements.
2.1. Going concern
The Group benefits from a secure
income stream from long leases which are not overly reliant on any
one tenant and present a well-diversified risk. The Directors have
reviewed the Group's forecast which shows the expected annualised
rental income exceeds the expected operating costs of the Group.
93.3% of rental income due and payable for the six months ended 30
June 2024 has been collected, rent arrears are predominantly
attributable to two Approved Providers, My Space Housing Solutions
and Parasol Homes.
The Directors believe that the
Group is still well placed to manage its financing and other
business risks and that the Group will remain viable, continuing to
operate and meet its liabilities as they fall due. During the
period, Fitch Ratings Limited assigned the Company an investment
Long-Term Issuer Default Rating 'A-' with a negative outlook and a
senior secured rating of 'A' for the Group's existing loan
notes.
The Directors have performed an
assessment of the ability of the Group to continue as going
concern, for a period of at least 12 months from the date these
condensed Group interim financial statements have been authorised
for issue. The Directors have considered the expected obligations
of the Group for the next 12 months and are confident that all will
be met.
The Directors have also considered
the financing provided to the Group. Norland Estates Limited and TP
REIT Propco 2 Limited have bank facilities with MetLife and MetLife
and Barings respectively.
The loans secured by Norland
Estates Limited and TP REIT Propco 2 Limited are subject to asset
cover ratio covenants and interest cover ratio covenants which can
be found in the table below. The Directors have also considered
reverse stress testing and the circumstances that would lead to a
covenant breach. Given the level of headroom, the Directors are of
the view that the risk of scenarios materialising that would lead
to a breach of the covenants is remote.
|
Norland Estates
Limited
|
TP REIT Propco 2
Limited
|
Asset Cover Ratio
(ACR)
|
|
|
Asset Cover Ratio
Covenant
|
x2.00
|
x1.67
|
Asset Cover Ratio at 30
June 2024
|
x2.73
|
x1.93
|
Blended Net initial
yield
|
5.98%
|
6.24%
|
Headroom (yield
movement)
|
201bps
|
90bps
|
|
|
|
Interest Cover Ratio
(ICR)
|
|
|
Interest Cover Ratio
Covenant
|
1.75x
|
1.75x
|
Interest Cover Ratio at 30
June 2024
|
4.81x
|
4.62x
|
Headroom (rental income
movement)
|
64%
|
59%
|
Under the downside model the
forecasts have been stressed to show the effect of some Care
Providers ceasing to pay their voids liability, and as a result
Approved Providers defaulting under some of the Group's
leases. Under the downside model the Group will be able to
settle its liabilities for a period of at least 12 months from the
date these condensed Group interim financial statements have been
authorised for issue. As a result of the above, the Directors are
of the opinion that the going concern basis adopted in the
preparation of the condensed Group interim financial statements is
appropriate.
The Group has no short or
medium-term refinancing risk given the 9.1 year average maturity of
its long-term debt facilities with MetLife and Barings, the first
of which expires in June 2028, and which are fully fixed at an
all-in weighted average rate of 2.74%.
Based on the forecasts prepared
and the intentions of the Group, the Directors consider that the
Group will be able to settle its liabilities for a period of at
least 12 months from the date these condensed Group interim
financial statements have been authorised for issue and therefore
has prepared these condensed Group interim financial statements on
the going concern basis.
2.2. Reporting period
These condensed Group interim
financial statements have been prepared for the six months ended 30
June 2024. The comparative periods are the six months ended 30 June
2023 and the year ended 31 December 2023.
2.3. Currency
The Group's financial information
is presented in Sterling which is also the Group's functional
currency.
2.4 Assets held for sale
An asset is classified as held for
sale in line with IFRS 5 'Non-Current Assets Held for Sale and
Discontinued Operations' if its carrying value is expected to be
recovered through a sale transaction rather than continuing use.
Such assets are generally measured at the lower of their carrying
amount and fair value less costs to sell. An asset will be
classified in this way only when a sale is highly probable,
management are committed to selling the asset at the year-end date,
the asset is available for immediate sale in its current condition
and the asset is expected to be disposed of within 12 months after
the date of the statement of financial position. Impairment losses
on initial classification as held for sale and subsequent gains and
losses on remeasurement are recognised in profit or
loss.
3. SIGNIFICANT ACCOUNTING
JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
In the application of the Group's
accounting policies, the Directors are required to make judgements,
estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. In
the Directors' view, there have been no significant changes since
the annual report for the year ended 31 December 2023, to the
extent of estimation uncertainty, key assumptions or valuation
techniques relating to investment properties as a result of the
current macroeconomic environment. Further details can be found in
note 8.
3.1 Expected Credit Losses (ECL)
The Group recognised an additional
ECL provision of £1.4 million in the current period (30 June 2023:
£3.2 million, 31 Dec 2023: £4.6 million) resulting in a total ECL
provision of £8.1 million as at 30 June 2024 (30 June 2023: £5.2
million, 31 Dec 2023: £6.7 million) which relates to arrears for
two of the Group's Approved Providers. A default probability for
each of the Approved Providers, representing the estimated
percentage likelihood of them paying arrears due at 30 June 2024,
was determined based on their latest known financial position and
any repayment plans that had been agreed or discussed. For each
Approved Provider the estimated percentage probability of receiving
arrears has been multiplied by the arrears as at the statement of
financial position date. These figures have been aggregated to
arrive at the ECL provision as at the reporting date.
3.2 Lease incentive debtor
The lease incentive debtor
recognised from rent smoothing adjustments are not considered to be
financial assets as the amounts are not yet contractually due. As
such, the requirements of IFRS 9 (including the expected credit
loss method) are not applied to those balances. The credit risk
associated with the tenant is considered in the determination of
the fair value of the related property. In the current period, the
income recognised in respect of such rent smoothing amounted to
£763,000 (30 June 2023: £453,000).
4. RENTAL
INCOME
|
For the six months
ended 30 June 2024
|
|
For the six months
ended 30 June 2023
|
|
For the year ended 31 December 2023
|
|
(unaudited)
|
|
(unaudited)
|
|
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Rental income - freehold
assets
|
19,290
|
|
18,415
|
|
37,473
|
Rental income - leasehold
assets
|
1,250
|
|
1,161
|
|
2,366
|
|
20,540
|
|
19,576
|
|
39,839
|
|
|
|
|
|
|
Expected credit loss
|
(1,436)
|
|
(3,157)
|
|
4,593
|
The lease agreements between the
Group and the Approved Providers are fully repairing and insuring
leases. The Approved Providers are responsible for the settlement
of all present and future rates, taxes, costs and other impositions
payable in respect of the properties. As a result, no direct
property expenses were incurred by the Group.
All rental income arose within the
United Kingdom.
The Group's credit losses started
to occur during the year ended 31 December 2022 for the first time
since IPO. The expected loss rates are adjusted for current and
forward-looking information affecting the Group's tenants. The ECL
provision recognised during the period was £1.4 million which
mostly relates to a single tenant.
5. MANAGEMENT FEES
|
For the six months
ended 30 June 2024
|
|
For the six months
ended 30 June 2023
|
|
For the year ended 31 December 2023
|
|
(unaudited)
|
|
(unaudited)
|
|
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Management fees
|
2,349
|
|
2,339
|
|
4,651
|
|
2,349
|
|
2,339
|
|
4,651
|
On 20 July 2017 Triple Point
Investment Management LLP ("TPIM") was appointed as the delegated
investment manager of the Company by entering into the property
management services and delegated portfolio management agreement.
Under this agreement the delegated investment manager will advise
the Company and provide certain management services in respect of
the property portfolio. A Deed of Variation was signed on 23 August
2018. This defined cash balances in the Net Asset Value calculation
in respect of the management fee as "positive uncommitted cash
balances after deducting any borrowings".
The management fee is an annual
management fee which is calculated quarterly in arrears based upon
a percentage of the last published Net Asset Value of the Group
(not taking into account uncommitted cash balances after deducting
borrowings) as at 31 March, 30 June, 30 September and 31 December
in each year on the following basis with effect from
Admission:
(a) on that
part of the Net Asset Value up to and including £250 million, an
amount equal to 1% of such part of the Net Asset Value;
(b) on that part of
the Net Asset Value over £250 million and up to and including £500
million, an amount equal to 0.9% of such part of the Net Asset
Value;
(c) on that
part of the Net Asset Value over £500 million and up to and
including £1 billion, an amount equal to 0.8% of such part of the
Net Asset Value; and
(d) on that
part of the Net Asset Value over £1 billion, an amount equal to
0.7% of such part of the Net Asset Value.
Management fees of £2,349,000 were
chargeable by TPIM during the six months ended 30 June 2024 (six
months ended 30 June 2023: £2,339,000, year ended 31 December 2023:
£4,651,000). At the period end, £1,166,000 was due to TPIM (30 June
2023: £1,156,000, 31 December 2023: £1,180,000).
By two agreements dated 30 June
2020, the Company appointed TPIM as its Alternative Investment Fund
Manager by entering into an Alternative Investment Fund Management
Agreement and (separately) documented TPIM's continued appointment
as the provider of portfolio and property management services by
entering into an Investment Management Agreement
6. FINANCE COSTS
|
For the six months
ended 30 June 2024
|
|
For the six months
ended 30 June 2023
|
|
For the year ended 31 December 2023
|
|
(unaudited)
|
|
(unaudited)
|
|
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Interest payable on bank
borrowings
|
3,609
|
|
3,609
|
|
7,217
|
Amortisation of loan arrangement
fees
|
137
|
|
141
|
|
307
|
Lender property valuation
fees
|
91
|
|
-
|
|
-
|
Head lease interest
expense
|
22
|
|
22
|
|
44
|
Total finance cost for financial liabilities not held at fair
value through profit or loss
|
3,859
|
|
3,772
|
|
7,568
|
Bank charges
|
5
|
|
5
|
|
10
|
Total finance costs
|
3,864
|
|
3,777
|
|
7,578
|
Lender property valuation fees
were previously included as loan arrangement fees and
amortised.
7. TAXATION
As a UK REIT, the Group is exempt
from corporation tax on the profits and gains from its property
investment business, provided it meets certain conditions as set
out in the UK REIT regulations. For the six months ended 30 June
2024, the Group did not have any non-qualifying profits and
accordingly there is no tax charge in the period. If there were any
non-qualifying profits and gains, these would be subject to
corporation tax.
It is assumed that the Group will
continue to be a group UK REIT for the foreseeable future, such
that deferred tax has not been recognised on temporary differences
relating to the property rental business.
8. INVESTMENT PROPERTIES
|
|
|
|
|
Operational
assets
£'000
|
As at 1 January 2024
|
|
|
|
|
675,497
|
Acquisitions and
additions*
|
|
|
|
|
1,226
|
Fair value adjustment**
|
|
|
|
|
(6,122)
|
Movement in head lease ground rent
liability
|
|
|
|
|
2
|
Reclassified to assets held for
sale***
|
|
|
|
|
(21,755)
|
As at 30 June 2024 (unaudited)
|
|
|
|
|
648,848
|
|
|
|
|
|
|
As at 1 January 2023
|
|
|
|
|
667,713
|
Acquisitions and
additions*
|
|
|
|
|
(308)
|
Fair value adjustment**
|
|
|
|
|
5,886
|
Movement in head lease ground rent
liability
|
|
|
|
|
2
|
Reclassified to assets held for
sale before disposal***
|
|
|
|
|
(7,871)
|
As at 30 June 2023 (unaudited)
|
|
|
|
|
665,422
|
|
|
|
|
|
|
As at 1 January 2023
|
|
|
|
|
667,713
|
Acquisitions and
additions*
|
|
|
|
|
(224)
|
Fair value adjustment**
|
|
|
|
|
15,875
|
Movement in head lease ground rent
liability
|
|
|
|
|
4
|
Reclassified to assets held for
sale before disposal***
|
|
|
|
|
(7,871)
|
As at 31 December 2023 (audited)
|
|
|
|
|
675,497
|
*Additions in the table above
differs to the total investment cost of new properties in the
period in the front end due to improvement works in relation to the
Eco-Retrofit project being included here as well as retentions no
longer payable which were credited to Investment Property
additions.
**(Loss)/gain from fair value
adjustment on investment properties in the condensed Group
statement of comprehensive income include loss on disposal of
assets of £nil (six months ended 30 June 2023: £nil, year ended 31
December 2023: loss of £0.11 million) and loss from fair value
adjustments on assets held for sale of £nil (six months ended 30
June 2023: £nil; year ended 31 December 2023: £0.28
million).
*** 13 assets with fair value of
£21.5 million have been reclassified as assets held for sale during
the period (30 June 2023: 4 assets with fair value of £7.9
million). See note 9 for further details.
Reconciliation to independent
valuation:
|
30 June
2024
|
|
30 June
2023
|
|
31 December
2023
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Investment property
valuation
|
652,689
|
|
667,237
|
|
678,358
|
Fair value adjustment - head lease
ground rent
|
1,243
|
|
1,462
|
|
1,463
|
Fair value adjustment - lease
incentive debtor*
|
(5,084)
|
|
(3,277)
|
|
(4,324)
|
|
648,848
|
|
665,422
|
|
675,497
|
|
|
|
|
|
|
*Excluding lease incentive debtors
related to the properties reclassified as assets held for sale as
at 30 June 2024.
The carrying value of leasehold
properties at 30 June 2024 was £28.9 million (30 June 2023: £40.8
million, 31 December 2023: £41.1 million). The investment property
valuation above excludes the fair value of the assets held for sale
at the end of each reporting period.
In accordance with "IAS 40:
Investment Property", the Group's investment properties have been
independently valued at fair value by Jones Lang LaSalle Limited
("JLL"), an accredited external valuer with recognised and relevant
professional qualifications. JLL provide their fair value of the
Group's investment property portfolio every three
months.
JLL were appointed as external
valuer by the Board on 11 December 2017. The proportion of the
total fees payable by the Company to JLL's total fee income is
minimal. Additionally, JLL has a rotation policy in place whereby
the signatories on the valuations rotate after seven
years.
% Key
Statistics
Portfolio Metrics
|
30 June
2024
|
|
30 June
2023
|
|
31 December
2023
|
Capital Deployed (£'000)*
|
556,473
|
|
581,735
|
|
574,827
|
Number of Properties***
|
481
|
|
497
|
|
493
|
Number of Tenancies
|
378
|
|
394
|
|
390
|
Number of Approved
Providers
|
28
|
|
27
|
|
27
|
Number of Local
Authorities
|
148
|
|
153
|
|
153
|
Number of Care Providers
|
109
|
|
123
|
|
116
|
Average Net Initial
Yield**
|
5.97%
|
|
5.69%
|
|
5.71%
|
* calculated excluding acquisition costs
**calculated using IAS 40 valuations (excluding forward
funding acquisitions)
*** excluding 13 properties that have been classified as
assets held for sale at 30 June 2024
Regional
exposure
|
30 June
2024**
|
30 June
2023
|
31 December
2023
|
Region
|
*Cost
£'000
|
% of funds
invested
|
*Cost
£'000
|
% of funds
invested
|
*Cost
£'000
|
% of funds
invested
|
North West
|
101,466
|
18.2
|
115,063
|
19.8
|
109,880
|
19.1
|
West Midlands
|
92,993
|
16.7
|
94,760
|
16.3
|
93,635
|
16.3
|
Yorkshire
|
84,498
|
15.2
|
86,293
|
14.8
|
87,148
|
15.2
|
East Midlands
|
62,853
|
11.3
|
69,429
|
11.9
|
63,979
|
11.1
|
North East
|
56,653
|
10.2
|
51,986
|
9.0
|
56,653
|
9.9
|
London
|
49,626
|
8.9
|
49,626
|
8.5
|
49,626
|
8.6
|
South East
|
49,490
|
8.9
|
54,848
|
9.4
|
53,674
|
9.3
|
South West
|
28,108
|
5.1
|
27,466
|
4.7
|
27,466
|
4.8
|
East
|
24,206
|
4.3
|
23,704
|
4.1
|
24,206
|
4.2
|
Scotland
|
5,900
|
1.1
|
5,900
|
1.0
|
5,900
|
1.0
|
Wales
|
680
|
0.1
|
2,660
|
0.5
|
2,660
|
0.5
|
Total
|
556,473
|
100.0
|
581,735
|
100.0
|
574,827
|
100
|
* excluding acquisition costs
** excluding 13 properties that have been classified as
assets held for sale at 30 June 2024
Fair value hierarchy
|
Date of
valuation
|
Total
|
Quoted prices in active
markets
(Level
1)
|
Significant observable
inputs
(Level
2)
|
Significant unobservable
inputs
(Level
3)
|
|
|
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Assets measured at fair value:
Investment properties
|
30 June
2024
|
648,848
|
-
|
-
|
648,848
|
Investment properties
|
30 June
2023
|
665,422
|
-
|
-
|
665,422
|
Investment properties
|
31
December 2023
|
675,497
|
-
|
-
|
675,497
|
There have been no transfers
between Level 1 and Level 2 during the period, nor have there been
any transfers between Level 2 and Level 3 during the
period.
The valuations have been prepared
in accordance with the RICS Valuation - Professional Standards
(incorporating the International Valuation Standards) by JLL, one
of the leading professional firms engaged in the social housing
sector.
As noted previously all of the
Group's investment properties are reported as Level 3 in accordance
with IFRS 13 where external inputs are "unobservable" and value is
the Directors' best estimate, based upon advice from relevant
knowledgeable experts.
In this instance, the determination
of the fair value of investment properties requires an examination
of the specific merits of each property that are in turn considered
pertinent to the valuation.
These include i) the regulated
social housing sector and demand for the facilities offered by each
Specialised Supported Housing (SSH) property owned by the Group;
ii) the particular structure of the Group's transactions where
vendors, at their own expense, meet the majority of the
refurbishment costs of each property and certain purchase costs;
iii) detailed financial analysis with discount rates supporting the
carrying value of each property; iv) underlying rents for each
property being subject to independent benchmarking and adjustment
where the Group considers them too high (resulting in a
price reduction for the purchase or withdrawal from the
transaction); and v) a full repairing and insuring lease with
annual indexation based on CPI or CPI+1% and effectively 25 years
outstanding, in most cases with a Housing Association itself
regulated by the Regulator of Social Housing.
Descriptions and definitions
relating to valuation techniques and key unobservable inputs made
in determining fair values are as follows:
Valuation techniques:
Discounted cash flows
The discounted cash flows model
considers the present value of net cash flows to be generated from
the properties, taking into account the expected rental growth rate
and lease incentive costs such as rent-free periods. The expected
net cash flows are then discounted using risk-adjusted discount
rates.
There are two main unobservable
inputs that determine the fair value of the Group's investment
properties:
1. The rate of inflation as
measured by CPI; it should be noted that all leases benefit from
either CPI or RPI indexation; and
2. The discount
rate applied to the rental flows.
Key factors in determining the
discount rates to assess the level of uncertainty applied include
the performance of the regulated social housing sector and demand
for each specialist supported housing property owned by the Group,
costs of acquisition and refurbishment of each property, the
anticipated future underlying cash flows for each property,
benchmarking of each underlying rent for each property (passing
rent), and the fact that all of the Group's properties have the
benefit of full repairing and insuring leases entered into by a
Housing Association.
All of the properties within the
Group's portfolio benefit from leases with annual indexation based
upon CPI or RPI. The fair value measurement is based on the above
items, highest and best use, which does not differ from their
actual use. The valuer also considers the resulting net initial
yield for each property for appropriateness.
Sensitivities of measurement
of significant unobservable inputs
The Group's property portfolio
valuation is open to judgements and is inherently subjective by
nature. The estimates and associated assumptions have a significant
risk of causing a material adjustment to the carrying amounts of
investment properties. The valuation is based upon assumptions
including future rental income (with growth in relation to
inflation) and the appropriate discount rate.
As a result, the following
sensitivity analysis has been prepared:
Key unobservable inputs -
discount rate and inflation:
The average discount rate used in
the Group's property portfolio valuation is 7.4% (30 June 2023:
7.2%, 31 December 2023: 7.3%).
The range of discount rates used
in the Group's property portfolio valuation is from 6.6% to 10.5%.
(30 June 2023: 6.5% to 9.8%,
31 December 2023: 6.5% to 10.0%).
For the purposes of the valuation,
CPI and RPI is assumed to increase by 2% per annum and 2.5% per
annum respectively over the term of the relevant
leases.
|
-0.5% change
in
|
+0.5% change
in
|
+0.25% change
in
|
-0.25% change
in
|
|
Discount
Rate
|
Discount
Rate
|
CPI
|
CPI
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Changes in the IFRS fair value of investment properties as at
30 June 2023
|
39,438
|
(35,994)
|
20,296
|
(19,425)
|
|
|
|
|
|
Changes in the IFRS fair value of investment properties as at
31 December 2023
|
38,653
|
(35,403)
|
19,143
|
(18,377)
|
|
|
|
|
|
|
|
-1% change
in
|
+1% change
in
|
+0.5% change
in
|
-0.5% change
in
|
|
Discount
Rate
|
Discount
Rate
|
CPI
|
CPI
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Changes in the IFRS fair value of investment properties as at
30 June 2024
|
76,400
|
(64,140)
|
38,033
|
(35,170)
|
Assumptions used in December 2023
and June 2023 (+/- 0.5% DCR, +/-0.25% CPI) have been increased to
+/-1% DCR and +/-0.5% CPI.
The valuations have not been
influenced by climate related factors due to there being little
measurable impact on inputs at present.
9. ASSETS HELD FOR SALE
Management considers 13 of the
Group's properties (30 June 2023: 4; 31 December 2023: nil) to meet
the conditions relating to assets held for sale, as per IFRS 5:
Non-current Assets Held for Sale and Discontinued Operations. The
properties are expected to be disposed of during the next 12
months. Assets held for sale are disclosed at their fair
value.
The fair value of these properties,
and its comparative value, is disclosed in the table below along
with associated assets and liabilities:
|
30 June 2024
(unaudited)
|
|
30 June 2023
(unaudited)
|
|
31 December 2023
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Assets held for sale
|
21,755
|
|
7,871
|
|
-
|
|
21,755
|
|
7,871
|
|
-
|
10. TRADE AND OTHER RECEIVABLES
(non-current)
|
30 June 2024
(unaudited)
|
|
30 June 2023
(unaudited)
|
|
31 December 2023
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Lease incentive debtor
|
4,881
|
|
2,876
|
|
4,072
|
Other receivables
|
155
|
|
166
|
|
161
|
|
5,036
|
|
3,042
|
|
4,233
|
The Directors consider that the
carrying value of trade and other receivables approximate their
fair value. All amounts are due to be received in more than one
year from the reporting date.
11. TRADE AND OTHER RECEIVABLES
(current)
|
30 June 2024
(unaudited)
|
|
30 June 2023
(unaudited)
|
|
31 December 2023
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Rent receivable
|
2,273
|
|
2,184
|
|
2,436
|
Lease incentive debtor
|
207
|
|
401
|
|
252
|
Prepayments
|
209
|
|
117
|
|
189
|
Other receivables
|
365
|
|
361
|
|
987
|
|
3,054
|
|
3,063
|
|
3,864
|
The Directors consider that the
carrying value of trade and other receivables approximate their
fair value. All amounts are due to be received within one year from
the reporting date. Rent receivable and other receivables are
presented net of ECL provision of £8.1 million as at 30 June 2024
(30 June 2023: £5.2 million and 31 December 2023: £6.7
million).
The Group applies the general
approach in providing for expected credit losses under IFRS 9 for
other receivables. Where the credit loss relates to revenue already
recognised in the statement of comprehensive income, the expected
credit loss allowance is recognised in the Statement of
Comprehensive Income. Expected credit losses totalling £1.4 million
(30 June 2023: £3.2 million, 31 December 2023: £4.6 million) were
charged to the Statement of Comprehensive Income in the
period.
12. CASH, CASH EQUIVALENTS AND RESTRICTED
CASH
|
30 June
2024
|
|
30 June
2023
|
|
31 December
2023
|
|
(unaudited)
|
|
(unaudited)
|
|
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Cash at bank
|
28,878
|
|
23,370
|
|
29,014
|
Restricted cash
|
373
|
|
443
|
|
438
|
Cash held by lawyers
|
9
|
|
30
|
|
-
|
|
29,260
|
|
23,843
|
|
29,452
|
Cash held by lawyers is money held
in a client account in relation to the forward funding deal
completed in June 2024. Since 30 June 2024 the funds have been
returned to the Group. These funds are available immediately on
demand.
Restricted cash represents monies
held in escrow in relation to the transfer of leases during
2020.
|
30 June
2024
|
|
30 June
2023
|
|
31 December
2023
|
|
(unaudited)
|
|
(unaudited)
|
|
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Total cash, cash equivalents and
restricted cash
|
29,260
|
|
23,843
|
|
29,452
|
Restricted cash
|
(373)
|
|
(443)
|
|
(438)
|
Cash reported on Statement of Cash
Flows
|
28,887
|
|
23,400
|
|
29,014
|
13. TRADE AND OTHER PAYABLES
|
|
|
|
|
|
|
30 June 2024
(unaudited)
|
|
30 June 2023
(unaudited)
|
|
31 December 2023
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Trade payables
|
103
|
|
36
|
|
-
|
Accruals
|
2,262
|
|
1,982
|
|
2,270
|
Head lease ground rent
|
40
|
|
40
|
|
40
|
Assets held for sale
liability
|
222
|
|
-
|
|
-
|
Other creditors
|
526
|
|
498
|
|
412
|
|
3,153
|
|
2,556
|
|
2,722
|
The Other Creditors balance
consists of retentions due on completion of outstanding works and
accrued acquisition costs. The Directors consider that the carrying
value of trade and other payables approximate their fair value. All
amounts are due for payment within one year from the reporting
date.
14. OTHER PAYABLES
|
|
|
|
|
|
|
30 June 2024
(unaudited)
|
|
30 June 2023
(unaudited)
|
|
31 December 2023
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Head lease ground rent
|
1,204
|
|
1,422
|
|
1,424
|
Rent deposit
|
100
|
|
100
|
|
100
|
|
1,304
|
|
1,522
|
|
1,524
|
15. BANK AND OTHER BORROWINGS
|
|
|
|
|
|
|
30 June 2024
(unaudited)
|
|
30 June 2023
(unaudited)
|
|
31 December 2023
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Bank and other borrowings drawn at
period end
|
263,500
|
|
263,500
|
|
263,500
|
Unamortised costs at beginning of
period
|
(2,317)
|
|
(2,411)
|
|
(2,412)
|
Less: loan issue costs
incurred
|
-
|
|
(52)
|
|
(212)
|
Add: loan issue costs
amortised
|
137
|
|
141
|
|
307
|
Unamortised costs at period
end
|
(2,180)
|
|
(2,322)
|
|
(2,317)
|
Balance at period end
|
261,320
|
|
261,178
|
|
261,183
|
At 30 June 2024 there were no
undrawn bank borrowings (30 June 2023: £nil million, 31 December
2023: £nil).
As at 30 June 2024, the Group's
borrowings comprised two debt facilities:
•
a long-dated, fixed rate,
interest only financing arrangement in the form of a private
placement of loan notes in an amount of £68.5 million with MetLife
Investment Management (and affiliated funds); and
• £195.0
million long-dated, fixed rate, interest only sustainability-linked
loan notes through a private placement with MetLife Investment
Management clients and Barings.
Loan Notes
The Loan Notes of £68.5 million
are secured against a portfolio of specialist supported housing
assets throughout the UK, worth approximately £186.9 million (30
June 2023: £187.8 million, 31 December 2023: £192.5 million). The
Loan Notes represented a loan-to-value of 40% of the value of the
secured pool of assets on inception of the Loan Notes and are split
into two tranches: Tranche-A, is an amount of £41.5 million, has a
term of 10 years from utilisation and is priced at an all-in coupon
of 2.924% pa; and Tranche-B, is an amount of £27.0 million, has a
term of 15 years from utilisation and is priced at an all-in coupon
of 3.215% pa. On a blended basis, the weighted average term is 12
years carrying a weighted average fixed rate coupon of 3.04% pa. At
30 June 2024, the Loan Notes have been independently valued at
£58.1 million (30 June 2023: £54.1 million, 31 December 2023: £59.3
million) which has been used to calculate the Group's EPRA Net
Disposal Value in note 2 of the Unaudited Performance Measures. The
fair value is determined by comparing the discounted future cash
flows using the contracted yields with the reference gilts plus the
margin implied. The reference gilts used were the Treasury 4.026%
2028 Gilt (Tranche A) and Treasury 4.039% 2033 Gilt (Tranche B),
with an implied margin that is unchanged since the date of
fixing.
In August 2021, the Group put in
place Loan Notes of £195.0 million which enabled the Group to
refinance the full £130.0 million previously drawn under its £160.0
million RCF with Lloyds and NatWest. The Loan Notes are secured
against a portfolio of specialist supported housing assets
throughout the UK, worth approximately £375.9 million (June 2023:
£397.5 million, 31 December 2023: £392.6 million). The Loan Notes
represented a loan-to-value of 40% of the value of the secured pool
of assets on inception of the Loan Notes and are split into two
tranches: Tranche-A, is an amount of £77.5 million, has a term of
10 years from utilisation and is priced at an all-in coupon of
2.403% pa; and Tranche-B, is an amount of £117.5 million, has a
term of 15 years from utilisation and is priced at an all-in coupon
of 2.786% pa. On a blended basis, the weighted average term is 13
years carrying a weighted average fixed rate coupon of 2.634% pa.
At 30 June 2024, the Loan Notes have been independently valued at
£140.9 million (30 June 2023: £130.5 million, 31 December 2023:
£145.7 million) which has been used to calculate the Group's EPRA
Net Disposal Value in note 2 of the Unaudited Performance Measures.
The fair value is determined by comparing the discounted future
cash flows using the contracted yields with the reference gilts
plus the margin implied. The reference gilts used were the Treasury
4.006% 2031 Gilt (Tranche A) and Treasury 4.232% 2036 Gilt (Tranche
B), with an implied margin that is unchanged since the date of
fixing.
The valuation of these loans are
considered to be a Level 2 fair value measurement for the purposes
of the EPRA Net Disposal Value.
The Group has complied with all
the financial covenants related to the above loans throughout the
period.
16. CAPITAL REDUCTION RESERVE
|
30 June 2024
(unaudited)
|
|
30 June 2023
(unaudited)
|
|
31 December 2023
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Balance at beginning of
period
|
155,359
|
|
160,394
|
|
160,394
|
Share buybacks
|
-
|
|
(5,035)
|
|
(5,035)
|
Balance at end of period
|
155,359
|
|
155,359
|
|
155,359
|
The capital reduction reserve is a
distributable reserve that was created on the cancellation of share
premium.
No shares were repurchased in the
current period.
CAPITAL REDEMPTION RESERVE
|
30 June 2024
(unaudited)
|
|
30 June 2023
(unaudited)
|
|
31 December 2023
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Balance at beginning of
period
|
93
|
|
-
|
|
-
|
Original shares repurchased &
cancelled
|
-
|
|
93
|
|
93
|
Balance at end of period
|
93
|
|
93
|
|
93
|
The Capital Redemption Reserve is
the nominal value of the shares cancelled from the share buybacks
in the prior year.
17. DIVIDENDS
|
For the six months
ended 30 June 2024
|
|
For the six months
ended 30 June 2023
|
|
For the year ended 31 December 2023
|
|
(unaudited)
|
|
(unaudited)
|
|
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
1.365p for the 3 months to 31
December 2022 paid on 29 March 2023
|
-
|
|
5,498
|
|
5.498
|
1.365p for the 3 months to 31 March
2023 paid on 28 June 2023
|
-
|
|
5,383
|
|
5,382
|
1.365p for the 3 months to 30 June
2023 paid on 29 September 2023
|
-
|
|
-
|
|
5,371
|
1.365p for the 3 months to 30
September 2023 paid on 15 December 2023
|
-
|
|
-
|
|
5,371
|
1.365p for the 3 months to 31
December 2023 paid on 22 March 2024
|
5,371
|
|
-
|
|
-
|
1.365p for the 3 months to 31 March
2024 paid on 14 June 2024
|
5,370
|
|
-
|
|
-
|
|
10,741
|
|
10,881
|
|
21,622
|
On 12 September 2024 the Company
declared an interim dividend of 1.365 pence per Ordinary Share for
the period 1 April 2024 to 30 June 2024. The total dividend of
£5,370,000 will be paid on 4 October 2024 to Ordinary shareholders
on the register on 20 September 2024.
The Company intends to pay
dividends to shareholders on a quarterly basis and in accordance
with the requirements of the REIT regime. Dividends are not payable
in respect of the Treasury shares held by the Company.
18. SEGMENTAL INFORMATION
All of the Group's properties are
engaged in a single segment business with all revenue, assets and
liabilities arose in the UK, therefore, no geographical segmental
analysis is required by IFRS 8 for the reasons provided in the 31
December 2023 Annual Report.
19. RELATED PARTY DISCLOSURE
Directors
Directors are remunerated for
their services at such rate as the Directors shall from time to
time determine. The Chairman receives a director's fee of £75,000
per annum (30 June 2023: £75,000, 31 December 2023: £75,000), and
the other Directors of the Board receive a fee of £50,000 (30 June
2023: £50,000, 31 December 2023: £50,000) per annum. The Directors
are also entitled to an additional fee of £7,500 in connection with
the production of every prospectus by the Company. No prospectus
was produced in the year ended 31 December 2023 nor in the current
period.
Dividends of the following amounts
were paid to the Directors during the period:
Chris Phillips:
|
£1,498 (30 June 2023: £1,498, 31
December 2023: £2,995)
|
Peter Coward:
|
£2,186 (30 June 2023: £2,186, 31
December 2023: £4,372)
|
Paul Oliver:
|
£nil (30 June 2023: £2,129, 31
December 2023: £2,128) (Resigned on 30 June 2023)
|
Tracey Fletcher-Ray:
|
£1,030 (30 June 2023: £1,030, 31
December 2023: £2,060)
|
No shares were held by Cecily
Davis & Ian Reeves as at 30 June 2024 (31 December 2023 and 30
June 2023: nil).
Investment Manager
The Company considers Triple Point
Investment Management LLP (the 'Investment Manager') as a key
management personnel and therefore a related party. Further details
of the investment management contract and transactions with the
Investment Manager are disclosed in note 5.
20. POST BALANCE SHEET EVENTS
Dividends
On 12 September 2024, the Company
declared an interim dividend of 1.365 pence per Ordinary Share for
the period 1 April 2024 to 30 June 2024. The total dividend of
£5,370,000 million will be paid on 4 October 2024 to Ordinary
shareholders on the register on 20 September 2024.
Parasol lease transfer
On 19
August 2024, all 38 properties previously
leased to Parasol Homes Ltd were transferred to Westmoreland
Housing Association. Up to the point of transfer, Parasol continued
to pay rent in accordance with the existing creditor's agreement,
being 60% of full lease rent. The transfer does not give rise to an
adjustment of the valuation of investment properties at 30 June
2024.
21. CAPITAL COMMITMENTS
The Group does not have capital
commitments in both the prior year and the current
period.
22. EARNINGS PER SHARE
Earnings per share ("EPS") amounts
are calculated by dividing profit for the period attributable to
ordinary equity holders of the Company by the weighted average
number of Ordinary Shares in issue during the period. As there are
no dilutive instruments outstanding, both basic and diluted
earnings per share are the same.
The calculation of basic and
diluted earnings per share is based on the following:
|
For the six months ended 30
June 2024
|
|
For the six months ended 30
June 2023
|
|
For the year ended 31
December 2023
|
|
(unaudited)
|
|
(unaudited)
|
|
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Calculation of Basic Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
Net profit attributable to
ordinary shareholders (£'000)
|
5,300
|
|
14,616
|
|
34,989
|
Weighted average number of
ordinary shares (including treasury shares)
|
393,466,490
|
|
400,608,159
|
|
397,007,975
|
IFRS Earnings per share - basic and diluted
|
1.35p
|
|
3.65p
|
|
8.81p
|
|
|
|
|
|
|
Calculation of EPRA Earnings per share
|
For the six months
ended 30 June 2024
|
|
For the six months
ended 30 June 2023
|
|
For the year ended 31 December 2023
|
|
(unaudited)
|
|
(unaudited)
|
|
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Net profit attributable to ordinary
shareholders (£'000)
|
5,300
|
|
14,616
|
|
34,989
|
Changes in value of fair value of
investment properties (£'000)
|
6,122
|
|
(5,886)
|
|
(15,477)
|
EPRA earnings (£'000)
|
11,422
|
|
8,730
|
|
19,512
|
Non cash adjustments to
include:
|
|
|
|
|
|
Movement in lease Incentive
Debtor
|
(763)
|
|
-
|
|
(1,500)
|
Amortisation of loan arrangement
fees (£'000)
|
137
|
|
141
|
|
307
|
Adjusted earnings (£'000)
|
10,796
|
|
8,871
|
|
18,319
|
Weighted average number of ordinary
shares (including treasury
shares)
|
393,466,490
|
|
400,608,159
|
|
397,007,975
|
EPRA Earnings per share - basic and diluted
|
2.90p
|
|
2.18p
|
|
4.92p
|
Adjusted earnings per share - basic and
diluted
|
2.74p
|
|
2.10p*
|
|
4.61p
|
* restated to adjust for the
movement in lease incentive debtor
Adjusted earnings is a performance
measure used by the Board to assess the Group's dividend payments.
The metric adjusts EPRA earnings for non cash items, including
amortisation of ongoing loan arrangement fees and the movement in
the lease incentive debtor. In prior years the movement in lease
incentive debtor has not been reflected in the calculation of
adjusted earnings as it was not material. The comparative for the
six months ended 30 June 2023 has been restated for consistency.
The Board sees these adjustments as a reflection of actual
cashflows which are supportive of dividend payments. The Board
compares the Adjusted earnings to the available distributable
reserves when considering the level of dividend to pay.
For this EPRA measure and
proceeding EPRA measures, please refer to explanations and
definitions of the EPRA performance measures that can be found
below.
23. NET ASSET VALUE PER SHARE
Basic Net Asset Value per share is
calculated by dividing net assets in the Condensed Group Statement
of Financial Position attributable to Ordinary equity holders of
the Company by the number of Ordinary Shares outstanding at the end
of the period. Although there are no dilutive instruments
outstanding, both basic and diluted NAV per share are disclosed
below.
Net asset values have been
calculated as follows:
|
30 June
2024
|
|
30 June
2023
|
|
31 December
2023
|
|
(unaudited)
|
|
(unaudited)
|
|
(audited)
|
|
|
|
|
|
|
Net assets at end of period
(£'000)
|
442,176
|
|
437,985
|
|
447,617
|
|
|
|
|
|
|
Shares in issue at end of period
(excluding shares held in treasury)
|
393,466,490
|
|
393,466,490
|
|
393,466,490
|
IFRS NAV per share - basic and dilutive
|
112.38p
|
|
111.31p
|
|
113.76p
|
|
|
|
|
|
|
24. UNAUDITED PERFORMANCE MEASURES
1. EPRA Net Reinstatement Value
|
30 June
2024
|
|
30 June
2023
|
|
31 December
2023
|
|
|
|
|
|
|
IFRS NAV/EPRA NAV (£'000)
|
442,176
|
|
437,985
|
|
447,617
|
Include:
|
|
|
|
|
|
Real Estate Transfer Tax*
(£'000)
|
41,754
|
|
41,638
|
|
41,962
|
EPRA Net Reinstatement Value (£'000)
|
483,930
|
|
479,623
|
|
489,579
|
Fully diluted number of
shares
|
393,466,490
|
|
393,466,490
|
|
393,446,490
|
EPRA Net Reinstatement value per share
|
122.99p
|
|
121.90p
|
|
124.43p
|
* Purchaser's costs
2. EPRA Net Disposal Value
|
30 June
2024
|
|
30 June
2023
|
|
31 December
2023
|
|
|
|
|
|
|
IFRS NAV/EPRA NAV
(£'000)
|
442,176
|
|
437,985
|
|
447,617
|
Include:
|
|
|
|
|
|
Fair value of debt*
(£'000)
|
62,385
|
|
76,635
|
|
56,106
|
EPRA Net Disposal Value (£'000)
|
504,561
|
|
514,620
|
|
503,723
|
Fully diluted number of
shares
|
393,466,490
|
|
393,466,490
|
|
393,446,490
|
EPRA Net Disposal Value per share**
|
128.23p
|
|
130.79p
|
|
128.02p
|
* Difference between
interest-bearing loans and borrowings included in Condensed Group
statement of financial position at amortised cost, and the fair
value of interest-bearing loans and borrowings.
** Equal to the EPRA NNNAV
disclosed in previous reporting periods.
3. EPRA NTA
|
30 June
2024
|
|
30 June
2023
|
|
31 December
2023
|
|
|
|
|
|
|
IFRS NAV/EPRA NAV
(£'000)
|
442,176
|
|
437,985
|
|
447,617
|
EPRA NTA (£'000)
|
442,176
|
|
437,985
|
|
447,617
|
Fully diluted number of
shares
|
393,466,490
|
|
393,466,490
|
|
393,446,490
|
EPRA NTA per share *
|
112.38p
|
|
111.31p
|
|
113.76p
|
*Equal to IFRS NAV and previous
EPRA NAV metric as none of the EPRA Net Tangible Asset adjustments
are applicable as at 30 June 2023, 31 December 2023 or 30 June
2024.
4. EPRA net initial yield (NIY) and EPRA "topped
up" NIY
|
30 June
2024
|
|
30 June
2023
|
|
31 December
2023
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Investment Properties - wholly owned
(excluding head lease ground rents)
|
647,605
|
|
663,960
|
|
674,033
|
Assets held for sale
|
21,755
|
|
7,871
|
|
-
|
Completed property portfolio
|
669,360
|
|
671,831
|
|
674,033
|
|
|
|
|
|
|
Allowance for estimated purchasers'
costs
|
41,754
|
|
41,638
|
|
41,962
|
Gross up completed property portfolio
valuation
|
711,114
|
|
713,469
|
|
715,995
|
|
|
|
|
|
|
Annualised passing rental
income
|
42,362
|
|
40,299
|
|
39,912
|
Annualised net rents
|
42,362
|
|
40,299
|
|
39,912
|
Contractual increases for lease
incentives
|
256
|
|
244
|
|
1,059
|
Topped up annualised net rents
|
42,618
|
|
40,543
|
|
40,971
|
|
|
|
|
|
|
EPRA NIY
|
5.96%
|
|
5.65%
|
|
5.57%
|
EPRA Topped Up NIY
|
5.99%
|
|
5.68%
|
|
5.72%
|
5. Ongoing Charges Ratio
|
30 June
2024
|
|
30 June
2023
|
|
31 December
2023
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Annualised ongoing
charges
|
6,797
|
|
7,151
|
|
7,242
|
Average undiluted net
assets
|
444,896
|
|
438,635
|
|
443,451
|
Ongoing charges
|
1.53%
|
|
1.63%
|
|
1.63%
|
6. EPRA Vacancy Rate
|
30 June 2024
|
|
30 June 2023
|
|
31 December 2023
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Estimated Market Rental
Value (ERV) of vacant spaces
|
138
|
|
138
|
|
138
|
Estimated Market Rental
Value (ERV) of whole portfolio
|
42,756
|
|
40,680
|
|
40,971
|
EPRA Vacancy
Rate
|
0.32%
|
|
0.34%
|
|
0.33%
|
7. EPRA Cost Ratio
|
30 June 2024
|
|
30 June 2023
|
|
31 December 2023
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Total administrative
and operating costs
|
3,843
|
|
3,941
|
|
8,208
|
Gross rental
income
|
20,540
|
|
19,576
|
|
39,839
|
EPRA cost
ratio
|
18.71%
|
|
20.13%
|
|
20.60%
|