Phoenix Spree Deutschland Limited
(the "Company", the "Group" or "PSD")
Financial results for the year ended 31 December 2023
STRATEGY TO ACCELERATE CONDOMINIUM SALES
Phoenix Spree Deutschland Limited (LSE: PSDL.LN), the UK listed investment company specialising in Berlin residential real estate, announces its full year audited results for the financial year ended 31 December 2023. The Board also announces its strategy to significantly accelerate condominium sales and reduce debt.
Financial Highlights
| | Year to 31 December 2023 | Year to 31 December 2022 | 2023 v 2022 % change |
| Income Statement | | | |
| Gross rental income (€m) | 27.5 | 25.9 | 5.9 |
| Loss before tax (€m) | (111.8) | (17.5) | 537.1 |
| Dividend per share in respect of the period (€ cents (£ pence)) | 0.00 (0.00) | 2.35 (2.09) | |
| | | | |
| Balance Sheet | | | |
| Portfolio valuation (€m) 1 | 675.6 | 775.9 | (12.9) |
| Like-for-like valuation decrease (%)4 | (11.9) | (3.1) | 283.9 |
| IFRS NAV per share (€) | 3.43 | 4.50 | (23.8) |
| IFRS NAV per share (£)2 | 2.97 | 3.99 | (25.6) |
| EPRA NTA per share (€)5 | 3.96 | 5.10 | (22.4) |
| EPRA NTA per share (£)2,5 | 3.43 | 4.52 | (24.0) |
| EPRA NTA per share total return (€%) | (22.4) | (8.4) | 166.7 |
| Net LTV3 (%) | 46.3 | 39.1 | 18.4 |
| | | | |
| Operational Statistics | | | |
| Portfolio valuation per sqm (€) | 3,598 | 4,082 | (11.9) |
| Annual like-for-like rent growth (%)4 | 5.6 | 6.1 | (8.2) |
| Annual like-for-like rent per sqm growth (%)4 | 4.1 | 3.9 | 5.1 |
| EPRA vacancy (%) | 2.0 | 2.4 | (16.7) |
| Condominium sales notarised (€m) | 7.2 | 4.7 | 53.2 |
1 - 2022 Portfolio valuation includes investment properties under construction.
2 - Calculated at FX rate GBP/EUR 1:1.153 as at 31 December 2023 (2022: GBP/EUR 1:1.128)
3 - Net LTV uses nominal loan balances (note 22) rather than the loan balances on the Consolidated Statement of Financial Position which include Capitalised Finance Arrangement Fees.
4 - Like-for-like excludes the impact of acquisitions and disposals in the period.
5 - EPRA metrics defined and calculated in note 29
FINANCIAL AND OPERATIONAL SUMMARY:
Portfolio valuation reflects a challenging macroeconomic backdrop
· As reported in the recent Portfolio update published in February, buyer sentiment and transaction volumes remain fragile; like-for-like Portfolio value decreased by 5.3 per cent during H2 2023 (11.9 per cent versus Dec 2022), reflecting an increase in market yields, partially offset by rental growth.
Increasing shortage of Berlin rental supply continues to drive strong rental growth
· 255 new leases were signed during the year at an average premium of 31 per cent to passing rents, or €13.7 per sqm, a new record high, and a 5.9 per cent increase versus 2022.
· EPRA vacancy of 2.0 per cent (2022: 2.4 per cent) at a record low.
· New rent table (Mietspiegel), expected to be released in May 2024 and to support in-place rent growth.
Condominium sales momentum and further disposals
· Condominiums notarised for sale during H2 2023 of €5.2 million, a 203 per cent increase versus H2 2022, resulting in total condominium sales of €7.2m for 2023.
· Since the financial year-end, the Company has notarised a further 9 condominiums, with an aggregate value of €3.4 million.
· Reservations for a further 5 units, with a combined value of €1.7 million, have recently been received and are pending notarisation.
· Two rental properties sold for €7.3 million during 2023. Two further buildings have been notarised for sale since year end, with a value of €7.4 million.
· Termination of forward funding commitment to the Erkner development, removing the requirement to invest €13m and with €1.2m real estate transfer tax reclaimed.
UPDATED CONDOMINIUM STRATEGY
Context
· Although only 6 per cent of the Company's Portfolio is currently being marketed for sale as condominiums, PSD is unusual among its listed peers in that 78 per cent of its Portfolio is already legally split into condominiums.
· Conditions in the German real estate investment market have been challenging and are expected to remain so in the near term. This contrasts with the condominium market where, despite some reductions, sales prices and market volumes, particularly for vacant units, remain robust.
· In the current Berlin market, there is now a significant valuation gap between the average per sqm value of an apartment block and the resale value of an individual apartment as a condominium.
· During 2023, the average sales value of a vacant condominium unit was €5,345 per sqm, compared to a Portfolio average valuation of €3,587 per sqm for rental units and €2,600 per sqm for the whole Portfolio implied by the current PSD share price.
Considering these factors, the Company intends to pivot its business model further from the Private Rented Sector (PRS) to condominium sales.
Updated Strategy
· The Company plans to materially increase condominium sales and unlock the inherent value within its Portfolio. Initially, the proceeds will be used to reduce debt, creating a platform to refinance the current debt facility on more beneficial terms ahead of maturity in September 2026. Once this has been achieved, the Company plans to return excess capital to shareholders.
· To facilitate this, the Company plans to modify its financing arrangements, which currently limit the number of units that can be offered to the market to around 6 per cent of the Portfolio. The Company is in advanced discussions with its principal lender, Natixis, and aims to conclude these discussions within the next few months.
· If the proposed amendment to its financing arrangements can be concluded, around half the split Portfolio is expected to be made available for sale as condominiums, increasing the number of buildings that could be sold as condominiums by over 500 per cent. Units will be sold as they become vacant, and occupied units will be offered for sale to both tenants and investors. The Company aims to achieve annualised condominium sales in excess of €50m by 2025.
· Properties not part of the condominium pool will continue to operate on a PRS model, receiving targeted investment to improve their energy efficiency and raise EPC ratings to a minimum of C in the medium term. This investment is expected to enhance property values, lower running costs and facilitate more favourable longer-term financing. By improving energy performance of these buildings, the pool of potential buyers, such as pension funds and insurance companies, will expand when market conditions improve.
· The Company will continue to review the possible sale of rental properties and portfolios at discounts to carrying value, where the board believes it is in shareholders' interest to do so, particularly with the aims of i) facilitating the modification of the Company's current financing arrangements so as to increase the number of units which can be offered for sale as condominiums; ii) reducing overall debt levels and enhancing the Company's ability to obtain new longer-term financing on acceptable terms; and iii) providing sufficient capital for targeted investments in existing condominium properties to optimise their values.
Outlook
· The Company's rental business is expected to continue to perform well, driven by structural imbalances that support strong and accelerating rental growth.
· The tight rental market has caused market churn rates to decline and, consequently, the number of new lettings in 2024 is expected again to decline, with a greater proportion of growth expected to be achieved through in-place rental growth.
· Rental growth is expected to be supplemented by further rent increases for qualifying tenants in the second half of 2024, following the introduction of the new Mietspiegel.
· Subject to the successful conclusion of revised financing arrangements, the Company plans a significant uplift in condominium sales.
· Vacant condominium sales values are expected to be at a significant premium to the average per sqm valuation across the Portfolio, and an even larger premium to values implied by the current share price.
· Although conditions in the investment market are expected to remain challenging for the remainder of 2024, the Company will continue to actively market single blocks of apartments and portfolios of buildings.
· The Company plans to use cash generated from future asset sales principally to pay down debt and to provide capital for targeted investment in existing condominium properties.
Robert Hingley, Chairman of Phoenix Spree Deutschland, commented:
"Our core rental business has remained resilient, despite the ongoing challenges posed by economic and geopolitical uncertainty. The supply-demand imbalances in the Berlin rental market are currently at their widest in recent memory, leading to record market rents.
Our strategy of increasing asset sales, reducing debt and, ultimately, returning excess capital to investors from disposals remains the Company's priority. There now exists a significant gap in in the Berlin residential market between the average per square metre value of an apartment as a rental unit and the resale value per square metre of an apartment to a private buyer as a condominium. Reflecting this, the Company now intends to place a greater emphasis on condominium sales."
Annual Report and Accounts
The full Annual Report and Accounts will shortly be available to download from the Company's webpage: www.phoenixspree.com. All page references in this announcement refer to page numbers in the Annual Report and Accounts. The Company will submit its Annual Report and Accounts to the National Storage Mechanism in the required format in due course, and it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information, please contact:
| Phoenix Spree Deutschland Limited Stuart Young
| +44 (0)20 3937 8760 |
| Numis Securities Limited (Corporate Broker) David Benda
| +44 (0)20 3100 2222
|
| Teneo (Financial PR)
| +44 (0)20 7353 4200 |
Lizzie Snow / Annushka Shivnani
CHAIRMAN'S STATEMENT
Our core rental business has remained resilient, despite the ongoing challenges posed by economic and geopolitical uncertainty. The supply-demand imbalances in the Berlin rental market are currently at their widest in recent memory, leading to record market rents. New lettings across PSD's Portfolio have been signed at an average premium of 31 per cent to passing rents and vacancy levels are at an all-time low.
While our core rental business continues to thrive, historically high interest rates and a weakening German economy have continued to impact buyer sentiment and investment transaction volumes. Rental yields have increased further during the financial year and the Company has reported a decline in the valuation of its properties. As at 31 December 2023, the Portfolio was valued at €675.6 million, representing a like-for-like decline of 11.9 per cent versus the prior year. Reflecting this decline, the Euro EPRA NTA total return per share for the financial year was negative 22.4 per cent, and the Sterling return was negative 24.0 per cent.
Although buyer sentiment in the investment market for single buildings and portfolios of buildings remains fragile, I am pleased to report that our condominium sales activity has shown a marked pick-up, both in the second half of the financial year and during the first four months of 2024.
Adapting our strategy
Our strategy of increasing asset sales (both as individual condominiums and multi-unit assets), reducing debt and, ultimately, returning excess capital to investors from disposals remains the Company's priority. During 2023, the Company marketed a significant proportion of its Portfolio as single-building sales. However, market conditions were not conducive to achieving sales at prices which the Board believes represent fair value for assets.
Reflecting the current weakness in the transaction market, the Company now intends to place a greater emphasis on condominium sales. Our Property Advisor is in discussions with the Company's primary debt provider which, on conclusion, are intended to significantly increase the number of buildings that can be brought to market for sale as condominiums.
Further details can be found in the Report of the Property Advisor.
Our tenants
In the past financial year, the Company has reinvested over 34 per cent of its gross revenues into making improvements to our buildings, ensuring high-quality living spaces for tenants. The results of our latest tenant satisfaction survey in the first half of 2023 continue to indicate high levels of satisfaction with both the quality of apartments and the rental process. We understand the challenges posed by the current cost of living crisis and always prioritise the health and wellbeing of our tenants. We aim to provide our tenants with a reliable and friendly rental service and remain dedicated to working constructively with those in greatest need.
Environmental Stewardship
We recognise the impact that our business has on the natural environment and local communities. As a member of the European Public Real Estate Association (EPRA), we are committed to transparency in sustainability reporting. We have implemented EPRA's Best Practice Recommendations to carefully measure and minimise our environmental footprint and social impacts. I am pleased to announce that our efforts in this area were recognised for the second consecutive year with a Gold award at the 2023 EPRA Sustainability Awards. This underscores our commitment to industry-leading reporting standards and to balancing business performance with responsible stewardship of natural resources and support for the communities in which we operate.
Charitable Initiatives
The Company and its Property Advisor have made a significant impact through financial support initiatives for our charity partners. In Berlin, PSD's support for The Intercultural Initiative and Laughing Hearts helps provide crucial assistance to women, children, and those in social care. In London, our Property Advisor's support for homeless charities SPEAR and SHP is addressing the needs of homeless individuals through accommodation, health support, and employability programmes. Additionally, our Property Advisor's support for Home-Start is contributing to the well-being of families with young children in the UK.
Responsible Business
The Board is committed to upholding ethical and transparent practices in all its operations, recognising the significance of accountability to all stakeholders. Our Corporate Responsibility Plan, "Better Futures", serves as a guiding framework, encompassing five key pillars that are integral to our business practices.
Environmental Stewardship is a top priority, as we strive to minimise our impact on the environment. Social Responsibility underscores our commitment to respecting all individuals affected by our operations. Tenant Satisfaction remains a focal point, as we endeavor to provide exceptional services and spaces. Community Investment drives our efforts to contribute to local communities, while Robust Governance ensures diligent oversight and accountability.
Board
The Board recognises the importance of a strong corporate governance culture and follows the principles of good corporate governance as set out in the Association of Investment Companies Code of Corporate Governance ("AIC Code"). Further details on how the Company has put into practice the provisions of, and complied with, the AIC Code can be found in the Directors' Report.
Property Advisor
Last year, the Board and the Property Advisor, with shareholders' approval, agreed to change the fees payable to the Property Advisor to align their incentives with the Company's short-term strategic priorities. The key element of the new agreement was to further incentivise the Property Advisor to evaluate and implement a variety of disposal strategies, including condominium sales, while reducing the level of annual management fees paid.
The Board is in the process of concluding its discussions with the Property Advisor with regard to the arrangements post July 2024 and it is expected that new arrangements will reduce the cap on fees paid for management, capital expenditure monitoring and investor relations to €4.3 million. This represents a 14 per cent year-on-year reduction and a 40 per cent reduction compared to the end-2022 run rate. Additionally, QSix has informed the Company that it will use the post-tax proceeds of any future disposal fee received from the Company to buy shares in PSD. The Board believes these new proposed arrangements further align the interests of the Property Advisor and the Company. The Board intends to consult its shareholders and formalise the arrangements before the expiration of the current agreement at the end of June 2024.
In February 2024, our Property Advisor announced the appointment of Christian Daumann as Chief Executive Officer of its German operations. Christian succeeds Jörg Schwagenscheidt, who has been CEO of QSix Germany since 2015. Jörg will remain a partner of QSix Group, focusing on steering QSix Germany's strategic initiatives and leveraging his extensive experience, industry contacts and political relationships. Christian brings with him over 25 years of experience in the real estate and asset management sector and has built a formidable global network. He joins QSix from Ivanhoé Cambridge, where he spent the previous four years as Head of Investments, Germany. His appointment reflects QSix's commitment to maintaining a strong leadership team and furthering the Company's strategic objectives in the German market.
Outlook
The outlook for our rental business remains positive, driven by structural imbalances that continue to grow. Moreover, following the introduction of the new Mietspiegel, expected to be published in May 2024, we expect further rent increases for qualifying tenants to be permissible, supporting strong and accelerating rental growth.
While we will continue to actively market single blocks of apartments and portfolios of buildings, we expect conditions in the investment market to remain challenging for the remainder of the year.
There are signs that buyer sentiment in the condominium market has already improved, as evidenced by the acceleration in PSD's condominium sales since the first half of 2023, and we plan a further significant uplift in condominium sales if revised financing arrangements can be successfully concluded.
REPORT OF THE PROPERTY ADVISOR: STRATEGY
Background
Although the Company's PRS business continues to perform strongly, with rental values and growth well supported by the positive trends that continue to exist within the Berlin residential property market, it remains too early to predict when the real estate valuation cycle will reach its inflexion point. Since the beginning of the current downturn in real estate values, the Company's primary focus has been optimising asset sales and debt reduction.
However, conditions across the German real estate market for whole building and portfolio sales have been challenging and are expected to remain so in the near term. This contrasts with the condominium market, where liquidity remains, particularly for vacant units. Given this, the Company now believes that the best way to maximise shareholder returns in the medium term is to focus on exploiting the significant arbitrage that currently exists in the Berlin residential market between the average per square metre value of an apartment as a rental unit and the resale value per square metre of an apartment to a private buyer as a condominium.
German Federal Government legislation enacted in 2022 has placed significant restrictions on the ability of landlords to split their properties into condominiums. This legislation is, however, not retrospective and does not impact assets that have already been split into condominiums. These measures will inevitably increase the scarcity of condominiums available for sale in the future, further exacerbating the supply-demand imbalance which currently exists. With over 1,900 units, representing 78 per cent of its Portfolio, already legally split in the land registry, the Company is well placed to benefit from this trend over the longer term.
Proposed condominium sales expansion
Contingent upon the finalisation of revised financing arrangements, the Company plans to pursue a significant expansion of condominium sales. Although the Company has no debt maturing until September 2026, the current terms of its financing arrangements allow only a relatively small number of buildings from the Portfolio to be marketed as condominiums at any given time. At present, whilst over 78 per cent of the portfolio is legally split into condominiums, only 6 per cent is being marketed for sale. However, it is hoped that a successful conclusion to the Company's revised financing arrangements will permit a significant increase in the number of condominium units that can potentially be made available for sale.
Vacant condominiums, which command a significant premium compared to occupied condominiums and rental units, will be made available for sale through a process of natural churn. Realised sales prices for vacant condominiums in 2023 were €5,345 per square metre, a 48.6 per cent premium to the 2023 average per sqm valuation of the Portfolio as a whole and a 106 per cent premium to the valuation of the Portfolio implied by the current share price. These sales will be supplemented with sales of occupied units to tenants and investors. When the condominium strategy is fully implemented, the Company aims to achieve an annualised sales rate in excess of €50 million.
The Company will continue to review the possible sale of rental properties and portfolios at discounts to carrying value, where the Board believes it is in shareholders' interests to do so, particularly with the aims of i) facilitating the modification of the Company's current financing arrangements so as to increase the number of units which can be offered for sale as condominiums; ii) reducing overall debt levels and enhancing the Company's ability to obtain new longer-term financing on acceptable terms; and iii) providing sufficient capital for targeted investments in existing condominium properties to optimise their values.
Energy-focused capital expenditure to improve values of PRS properties
Investors in residential real estate are increasingly placing a premium on sustainable practices, not only for environmental benefits but also for their potential to generate more stable returns and mitigate future regulatory risks. Reflecting this, PSD is increasingly integrating energy efficiency criteria into its capital expenditure decisions.
PSD's housing stock is primarily comprised of Altbau buildings, notable for their pre-World War II origins, distinctive architectural features, and historical importance. These buildings are typically centrally located and carry a valuation premium compared to more generic "out of town" housing schemes constructed in the latter half of the 20th century. However, older construction methods used for Altbau buildings typically result in higher energy usage and carbon output when compared to new-build properties designed with modern construction techniques and materials. To mitigate the environmental impact of these historic structures and optimise the value of PRS units within its Portfolio, the Company plans to strategically invest in capital improvements aimed at reducing emissions, enhancing energy efficiency and improving buildings and their surroundings. Environmental capital expenditure is focused, with consideration given to apartment accessibility, potential future regulatory requirements, state support initiatives and potential future returns. Enhancements include:
· Smart controls and thermostats: Implementing advanced controls to allow residents to manage heating more effectively, thereby reducing unnecessary energy consumption and emissions.
· LED lighting: Switching to LED lighting, which uses less energy than traditional bulbs and lasts longer, lowering both emissions and ongoing maintenance costs.
· Procurement: Using products and materials that have a low environmental impact, so long as their technical performance meets the required standards.
· Insulation upgrades: Enhancing insulation in walls and floors to improve energy retention.
· Window replacement: Installing modern, energy-efficient windows with double or triple glazing to minimize heat loss.
· Heating system upgrades: Transitioning to more efficient heating solutions, including boilers, access to renewable energy district heating, plumbing upgrades and more efficient radiators.
REPORT OF THE PROPERTY ADVISOR: FINANCIAL AND OPERATIONAL HIGHLIGHTS
Financial highlights for the twelve months to 31 December 2023
|
| € million (unless otherwise stated) | Year to | Year to |
|
| 31-Dec-23 | 31-Dec-22 | |
| Gross rental income | 27.5 | 25.9 | |
| Investment property fair value loss | (97.3) | (42.2) | |
| Loss before tax | (111.8) | (17.5) | |
| Reported EPS (€) | (1.07) | (0.17) | |
| Investment property value | 675.6 | 775.9 | |
| Net debt (Nominal balances)1 | 313.0 | 303.3 | |
| Net LTV (%) | 46.3 | 39.1 | |
| IFRS NAV per share (€) | 3.43 | 4.50 | |
| IFRS NAV per share (£)2 | 2.97 | 3.99 | |
| EPRA NTA per share (€)3 | 3.96 | 5.10 | |
| EPRA NTA per share (£)2 | 3.43 | 4.52 | |
| Dividend per share in respect of the period (€ cents) | - | 2.35 | |
| Dividend per share in respect of the period (£ pence) | - | 2.09 | |
| € EPRA NTA per share total return for the period (%) | (22.4) | (8.4) | |
| £ EPRA NTA per share total return for the period (%)2 | (24.0) | (3.2) | |
1 - Nominal loan balances as per note 22 rather than the loan balances on the Consolidated Statement of Financial Position which consider Capitalised Finance Arrangement Fees in the balance as per IAS 23.
2 - Calculated at FX rate GBP/EUR 1.153 (2022: GBP/EUR 1:1.128)
3 - Further EPRA Net Asset Measures can be found in note 28 & 29
Financial results
Revenue for the financial year to 31 December 2023 was €27.5 million (2022: €25.9 million). The Company recorded a loss before tax of €111.8 million (2022: loss before tax €17.5 million), reflecting the non-cash impact of a revaluation loss of €97.3 million (2022: revaluation loss of €42.2 million).
Property expenses were marginally up by 1.1 per cent over the year, due primarily to service charge increases and related energy/utility price movements. Administration costs and legal and professional fees increased by 15.4% over the year, with higher legal costs from transactional activity. Reported loss per share for the period was (€ 1.07) (2022: (€ 0.17)).
Reported EPRA NTA per share declined by 22.4 per cent in the period to €3.96 (£3.43) (2022: €5.10 (£4.52)). The Euro EPRA NTA total return for the period was (22.4) per cent (2022: (8.4) per cent). The sterling EPRA NTA per share total return was (24.0) per cent (2022: (3.2) per cent), reflecting a strengthening of the £ against the € during the financial year.
Table: Portfolio valuation and breakdown
| | 31 December 2023 | 31 December 2022 |
| Total sqm ('000) | 187.8 | 188.8 |
| Valuation (€m) | 675.6 | 775.9 |
| Like-for-like valuation (decline) (%) | (11.9) | (3.1) |
| Value per sqm (€)1 | 3,598 | 4,082 |
| Fully occupied gross yield (%) | 3.3 | 3.0 |
| Number of buildings | 95 | 96 |
| Residential units | 2,489 | 2,553 |
| Commercial units | 140 | 135 |
| Total units | 2,629 | 2,688 |
1 - Value per sqm provided by JLL based on portfolio valuation excluding assets under construction of €5.3 million in 2022.
Berlin market: transaction volumes and valuations
2023 was characterised by historically high interest rates and a weakening German economy. Buyer sentiment and investment transaction volumes, which have declined by over 70 per cent from their 2021 peak, have remained fragile, and values have fallen as rental yields rise. Against this backdrop, the Company has reported a decline in the valuation of its properties during the financial year.
Like-for-like decline in Portfolio valuation of 11.9 per cent
As at 31 December 2023, the Portfolio was valued at €675.6 million (2022: €775.9 million). This valuation represents an average value per square metre of €3,598 (2022: €4,082) and a gross fully occupied yield of 3.3 per cent (2022: 3.0 per cent). Included within the Portfolio are seven multi-family properties valued as condominiums, with an aggregate value of €35.1 million (2022: six properties; €30.1 million).
On a like-for-like basis, after adjusting for the impact of disposals, the Portfolio valuation declined by 11.9 per cent during the year to 31 December 2023 and by 5.3 per cent during the second half of the financial year. Cumulatively, the like-for-like decline in the valuation of the Portfolio since peak prices in June 2022 has totalled 18 per cent.
With the exception of Donaustrasse, which was sold after the reporting period, all rental assets within the Portfolio experienced valuation declines driven by yield expansion, partially offset by rental growth.
Table: Rental income and vacancy rate
| | 31 Dec 2023
| 31 Dec 2022
|
| Total sqm ('000) | 187.8 | 188.8 |
| Annualised Net Rental Income (€m) | 22.3 | 21.4 |
| Net Cold Rent per sqm (€) | 10.4 | 10.0 |
| Like-for-like rent per sqm growth (%) | 4.1 | 3.9 |
| Vacancy % | 5.0 | 6.2 |
| EPRA Vacancy % | 2.0 | 2.4 |
Like-for-like rental income per square metre growth of 4.1 per cent
After considering the impact of acquisitions and disposals, like-for-like rental income per square metre grew 4.1 per cent compared with 2022. Like-for-like total rental income grew 5.6 per cent over the same period, driven by vacancy reduction and the leasing of 39 new rental units which were brought to market for the first time. Net cold rent was €10.4 per sqm as at 31 December 2023, an increase from €10.0 per sqm as at 31 December 2022.
The Company welcomed the release by The Senate Department for Urban Development, Building and Housing of a new transitional Berlin Mietspiegel (rent index) announced on 15 June 2023. This replaces the previous rent index of 2021 and all rents for all qualifying tenants have been adjusted to reflect permissible increases. A new Mietspiegel is scheduled to be released in May 2024 and it is expected that this will provide scope for further permissible rent increases to qualifying tenants, supporting rental growth from the third quarter of 2024 onwards.
The Company has always managed rent-to-income multiples for new tenants conservatively and, notwithstanding current cost of living pressures, rent collection levels have remained stable.
EPRA vacancy remains low
Reported vacancy as at 31 December 2023 was 5.0 per cent (2022: 6.2 per cent). On an EPRA basis, which adjusts for units undergoing development and refurbishment, the vacancy rate was 2.0 per cent (2022: 2.4 per cent). In Berlin, which excludes Brandenburg properties, EPRA vacancy of 1.6 per cent (2022: 2.4 per cent) was at a record low.
Reversionary re-letting premium steady at 31 per cent
Market rents are at record levels, with new lettings across the Portfolio signed at an average premium of 31.3 per cent to passing rents (2022: 31.8 per cent) or €13.7 per sqm (2022: €13.0 per sqm).
The continuing shortage of apartments becoming available for reletting is expected to result in fewer new lettings in 2024. Therefore, it is expected that in-place rent increases will be a more important driver of overall rental growth going forward.
During the year to 31 December 2023, 255 new leases were signed (2022: 319 new leases), representing a letting rate of approximately 10.1 per cent of occupied units. (2022: 12.9 per cent). The year-on-year decline reflects the shortage of available rental property that currently exists in the Berlin rental market, with tenants therefore more reluctant to relocate within the city.
Historically, the reversionary rental premium for the Portfolio overall has been dampened by the inclusion of lettings from the acquisition in Brandenburg in 2020, where rents were lower than those achieved in central Berlin. However, in 2023, both rental values and the reversionary premium in Brandenburg matched those recorded in central Berlin.
Table: EPRA Net Initial Yield (NIY)
| All figures in € million unless otherwise stated | 31 Dec 2023 | 31 Dec 2022 |
| Investment property | 675.6 | 775.9 |
| Reduction for NCI share and property under development | (5.5) | (12.3) |
| Completed property portfolio | 670.1 | 763.6 |
| Estimated purchasers' costs | 55.0 | 63.2 |
| Grossed up completed property portfolio valuation | 725.1 | 826.8 |
| Annualised cash passing collected rental income | 22.3 | 21.4 |
| Property outgoings | (3.8) | (3.6) |
| Annualised collected net rents | 18.6 | 17.8 |
| EPRA NIY (%) | 2.6 | 2.1 |
Portfolio investment
Excluding acquisitions, in the year ended 31 December 2023, a total of €9.4 million was invested in the Portfolio (2022: €16.4 million). This investment is recorded as capital expenditure in the financial statements. Additionally, there was a further €1.8 million (2022: €1.5 million) spent on maintaining the assets, which is expensed through the Profit and Loss account. The decrease in capital expenditure from the previous year is attributed to a decline in renovation and modernisation activity for vacant apartment improvements, reflecting a decline in unit churn, as well as a lower level of renovation expenditure on the assets in Brandenburg.
The Company will continue to carefully consider all elements of discretionary capital expenditure, in line with the Company's strategy to balance investment against the intention to reduce debt levels.
Table: EPRA Capital Expenditure (€m)
| | 31 Dec 2023 | 31 Dec 2022 |
| Acquisitions | 5.6 | 11.6 |
| Like-for-like portfolio | 5.9 | 7.4 |
| Development | 3.0 | 8.5 |
| Other | 0.5 | 0.5 |
| Total Capital Expenditure | 15.0 | 28.0 |
Disposals of rental properties
During the financial year, the Company completed the sale of two properties for €7.3 million. These buildings were acquired in 2008 for €2.3 million and, prior to notarisation, had a carrying value of €7.9 million.
The Company marketed a significant proportion of its Portfolio as single-building sales and portfolios of apartment blocks. However, market conditions were not conducive to achieving sales at prices which the Board believed represented fair value for the assets, with the few transactions that were agreed generally failing to proceed to sales. The beginning of 2024 has shown some signs of buyer sentiment improving, with offers notarised on two buildings with a combined value of €7.4 million.
In December 2023, the Company terminated its forward funding commitment to the Erkner development, a portfolio of development properties in Brandenburg. The Company elected not to continue with the project given the decline in property values that has been observed across Berlin during the past 18 months and more expensive financing conditions.
The Company had made an initial payment of €5.5 million after notarisation in March 2022. The termination of the agreement resulted in a loss on disposal of €4.1 million net of real estate transfer tax and removed the requirement to fund a further €13 million of development payments in 2024. No penalty payments were attached to the cancellation of the project and no further payments will be made by the Company. The negative impact on EPRA NTA resulting from the termination of the Erkner project was 1.1 per cent.
The Company will not seek to undertake further acquisitions and the Portfolio remains under continuous review for potential disposals.
Condominium sales
The second half of 2023 saw a material upturn in condominium sales. This was driven by tentative signs of an improvement in buyer sentiment, an increase in the number of condominiums made available for sale, targeted price adjustments and greater visibility in forward bank lending rates for buyers.
During the year to 31 December 2023, 25 condominium units were notarised for sale for an aggregate value of €7.2 million (2022: € 4.7 million). This represents a 53 per cent increase versus the prior year, with notarisations in the second half of the financial year increasing significantly (H1 2023: €2.0 million). Since the year-end, the Company has notarised a further 9 condominiums, with an aggregate value of €3.4 million.
The average achieved notarised value per sqm for the residential units in 2023 was €3,976, representing a 7.2 per cent premium to their average carrying value as at 31 December 2022, with vacant units achieving an average sale value of €5,345 per sqm. This premium is lower than has been achieved historically, following price reductions in the second half of the financial year to stimulate demand.
Debt and gearing
The Company has loan facilities with two principal lenders, Natixis Pfandbriefbank AG and Berliner Sparkasse, with an average remaining duration of the loan book exceeding 2.8 years and none of the Company's debt reaching maturity until September 2026. Despite interest rate rises during 2023, the Company's interest rate hedging policy has largely negated the impact on our cash borrowing costs.
As at 31 December 2023, PSD had gross borrowings of €324.0 million (2022: €315.8 million) and cash balances of €11.0million (2022: €12.5 million), resulting in net debt of €313.0 million (2022: €303.3 million) and a net loan-to-value ratio on the Portfolio of 46.3 per cent (2022: 39.1 per cent).
The change in gross debt in the period resulted from an additional drawdown from the Natixis facility, which includes borrowings to fund historical capital expenditure and the acquisition of Donaustrasse. Partly offsetting this drawdown were repayments of debt following the sale of properties and condominiums, alongside amortisation of debt held with Berliner Sparkasse.
The majority of PSD's debt effectively has a fixed interest rate through hedging. As at 31 December 2023, the blended interest rate of PSD's loan book was 2.5 per cent (2022: 2.2 per cent). The increase in the blended rate is a direct result of the movement in 3-month Euribor rates from 1.6 per cent (31 December 2022) to 3.9 per cent applied to the unhedged debt.
OUTLOOK
The long-term outlook for Berlin residential property remains well underpinned. The current landscape of the residential construction industry across Germany suggests a significant decrease in new construction activity in the coming years which will exacerbate the existing market dynamics. Despite a longstanding shortage of housing, there has been a notable reduction in the initiation of new residential projects, with many existing projects facing postponement or cancellation. The ifo Institute estimate the number of residential construction companies operating in Germany, and building residential units, experiencing the termination of development projects in 2023 to be the highest since records began in 1991. As a result, the ifo Institute projects a decrease in apartments completed in Germany to 175,000 per annum by 2025, versus a Federal Government target of 400,000.
The economics of new construction are being challenged, following a 25 per cent increase in construction costs over the past three years. This contrasts with sales prices for new-build residential, which have risen by an average of only 7 per cent over the same period. These dynamics have resulted in a situation where, in many parts of Germany, tenanted multi-family properties are trading at values which are up to 40 per cent lower than the cost of new construction. To the extent that new build is occurring, it is highly polarised, with a focus on high-end buildings commanding rental values that are out of reach for most tenants, or on social housing initiatives. The larger "middle-market" in central Berlin continues to be poorly served by new construction activity.
Absent a significant shift in German government policy to incentivise new build for the mid-market PRS sector, the supply-demand imbalance which currently exists will only grow wider. In a constrained Berlin rental market, characterised by positive net inward migration and vacancy which is currently near record lows, investors can be confident of the enduring stability of their rental income.
By contrast, a combination of "higher-for-longer" interest rates and a weakening German economy have presented significant headwinds for real estate values and transaction volumes. The Covid pandemic and the war in Ukraine heralded the onset of monetary tightening across the globe and prime residential yields have risen, from a starting point of below 2 per cent in 2021, to 3.7 per cent currently. Rental yields during the era of low interest rates had fallen to a lower level in Germany than in most European countries, and the adjustment in pricing as interest rates have risen has consequently been more pronounced. Notwithstanding the health of the rental market, growth in rental income has been insufficient to offset a broad-based decline in asset values.
Whilst consensus expert opinion now predicts that monetary tightening has come to an end, soon to be replaced by interest rate cuts, current transaction volumes and observed transaction values across the residential market have yet to recover. Real estate owners generally remain "net sellers" of assets as they seek to deleverage following asset value declines and refinance at rates which are likely to remain at more elevated levels than before the onset of the current real estate downturn. At the same time, uncertainty about the extent and duration of the interest rate cycle and associated correction in property values continues to weigh on capital deployment decisions for most potential institutional buyers.
The disequilibrium between investor sentiment on the one hand, and the robust health of the rental market on the other, will inevitably come to an end at some point. However, whilst declining interest and risk-free rates will be helpful, the precise timing of this remains difficult to predict.
The Company has not been immune from these trends and it is against this backdrop that the Company intends to pivot its strategy towards enhanced condominium sales. Whilst the institutional buyer market for apartment blocks and portfolios of apartments could remain challenging for the foreseeable future, there currently exists a liquid market for vacant single apartments sold to private buyers. Moreover, given that legislation passed in 2021 has made any future splitting of buildings in Berlin into condominiums extremely difficult, it is expected that future supply shortages will increase.
With over 78 per cent of its portfolio already split as condominiums the Company is in a strong position to accelerate condominium sales. In so doing, it is hoped the value within the Portfolio which the Property Advisor and Board strongly believe exists can be clearly demonstrated. During 2023, the average achieved sales value of a vacant condominium was €5,345 per square metre. At 150 pence per PSD share, equity markets currently value the Portfolio at €2,600 per square metre. Whilst the number of units that have historically been made available for sale has been constrained, the Company is, subject to the successful conclusion of current debt renegotiations, targeting condominium sales in excess of €50 million per annum in 2025. By demonstrating the condominium potential within the Portfolio through accelerating condominium sales, it is hoped that the discount to Net Asset Value currently ascribed by the equity market can be addressed.
Key Performance Indicators
The Company has chosen Key Performance Indicators (KPIs), which the Board believes will help investors understand the performance of the Company and the underlying portfolio:
· The value of the Portfolio declined by 11.9 per cent on a like-for-like basis during the year to 31 December 2023 (2022: 3.1 per cent decrease).
· The EPRA vacancy of the Portfolio stood at 2.0 per cent (2022: 2.4 per cent).
· The Group continued with its targeted condominium programme, notarising sales of €7.2 million in the year to 31 December 2023 (2022: €4.7 million).
· EPRA NTA per share decreased by 22.4 per cent to €3.96 as at 31 December 2023 (2022: €5.10).
· In line with the Company's strategy of conserving cash, no dividend was paid in relation to the financial year ended 31 December 2023. (Financial year 2022: 2.35 € cents per share (2.09 £ pence per share)).
· Like-for-like Portfolio rent per sqm increased by 4.1 per cent as at 31 December 2023 (2022: 3.9 per cent).
| Key Performance Indicator | 31 December 2023 | 31 December 2022 |
| Like-for-Like Portfolio valuation decline (per cent) | (11.9) | (3.1) |
| EPRA vacancy (per cent) | 2.0 | 2.4 |
| Condominium notarisations (€m) | 7.2 | 4.7 |
| EPTA NTA per share decline (per cent) | (22.4) | (8.4) |
| Dividend in relation to the financial year € cents (£ pence) | - | 2.35 (2.09) |
| Portfolio rent per sqm € | 10.4 | 10.0 |
PRINCIPAL RISKS AND UNCERTAINTIES
The Board recognises the importance of effective risk evaluation and management. The Board acknowledges that the Company currently faces increased risks, including challenging macroeconomic conditions characterised by high interest rates, adversely affecting property values and yields and resulting in weak investor demand for property compared to other types of investment.
In conjunction with the Property Advisor, key risks and risk mitigation measures are reviewed regularly and discussed formally during Board meetings.
| RISK | IMPACT | MITIGATION | MOVEMENT |
| Economic and geopolitical risk
| The global economic and political environment remains uncertain.
The German economy remains weak. After contracting in 2023, current forecasts predict only modest GDP growth for 2024.
Increased tensions in the Middle East have significant implications for investment risk. Heightened geopolitical instability in the region can lead to market volatility, increased oil prices, and potential disruptions to global supply chains.
The ongoing war in Ukraine has negatively impacted gas, energy and raw material supplies to Germany and the rest of Europe. This could again lead to a sustained period of cost inflation for the Company and its tenants.
Rising inflation has directly impacted the cost of building materials and the construction workforce, which could again negatively impact the Company's renovation and modernisation projects.
| Although the Board and Property Advisor cannot control external macro-economic risks, economic indicators are constantly monitored by both the Board and Property Advisor and Company strategy is tailored accordingly.
The Company monitors costs and cash balances closely at all times and plans budgets for capital expenditure that take into consideration the potential for cost inflation. The Company has suspended dividend payments to preserve cash.
The Board receives regular performance and market trend reports from Property Advisor.
| Increased |
| Financing and interest rate risk | The Company relies on borrowing to finance the portfolio of properties. Changes in interest rates can therefore affect financing costs and profitability.
Difficult market conditions, falling property prices and higher interest rates can reduce the availability of financing, increase financing costs and cause higher than planned leverage. These issues could affect the Company's ability to obtain new/extended financing on acceptable terms when its current loan facilities mature in September 2026.
Covenant testing on the Company's loan facilities could be negatively impacted if asset valuations decline further. This could potentially trigger requirements for additional security, repayment of facilities or higher borrowing costs.
Inadequate management of financing risks could lead to insufficient funds for sustaining business operations and timely repayment of existing debt facilities.
Current financing arrangements limit the number of buildings within the Portfolio that can be designated as condominium sales at any given time.
| The Company seeks to manage its loan to value ratio through the property cycle to ensure that, in the event of a significant decline in property values, its financial position remains robust.
Interest rate risk is managed through the use of derivative instruments with matching maturity or fixed-rate debt. At least 80 per cent of drawn loan facilities are hedged.
The Company continues to model expected revenues, property values and covenant levels, and these are reported to the Board as part of its annual Viability Assessment.
The Company took on new covenants when signing its facility with Natixis in January 2022: Interest coverage ratio (ICR), debt yield and loan-to-value covenants. Only the debt yield and ICR covenants are "hard" covenants, resulting in an event of default in case of breach. The loan-to-value covenant is a "cash trap" covenant (the requirement to hold all related rental income in Natixis accounts until sufficient debt is repaid to return within the covenant level), with no event of default. The Company carried out extensive sensitivity analysis before signing this facility and, even in the most stressed rent scenarios, no covenants were breached.
If rent levels or property values were to fall to a point where the covenants were in danger of being breached, the Company would use its surplus cash and seek to make further property sales to pay down debt balances.
The Company is in regular contact with its financing partners and regularly reviews its financing covenants. They are subject to biennial valuations, the next of which is due in 2024.
The Company is seeking to renegotiate financing terms with Natixis which would significantly increase the number of buildings within the Portfolio that can be designated for condominium sales.
Disposal activity within the Portfolio is closely monitored in the light of underlying property market conditions to ensure that the Company's loan-to-value ratio and debt refinancing schedules remain appropriate.
In light of weak current market conditions, the Company has suspended dividend payments to preserve cash and will prioritise the reduction of debt from the proceeds of any property disposals, to facilitate renegotiation of its financing arrangements which mature in September 2026.
| Increased |
| Valuation risk | Macroeconomic uncertainty and higher interest rates pose a risk to the Company's asset valuations.
The Company's Portfolio valuation is subject to valuation movements as a result of changes in yields and market conditions. If property yields increase and valuations fall as a result of macroeconomic uncertainty, or rising interest rates, this could have a negative impact.
The viability of investment projects can be hampered if capital values and achievable sale prices fall. This could lead to delays, budget overruns or project cancellations.
A material and/or unplanned decline in the value of the Portfolio could impact the Company's ability to refinance on acceptable terms or breach financial covenants (see Financing and interest rate risk).
| The Company monitors the macroeconomic environment and market conditions closely to identify potential risks at an early stage and take mitigating actions where feasible.
The Company maintains a diversified portfolio of assets across different Berlin locations and tenants to reduce over-reliance on any single part of the Portfolio.
Modernisation and renovation projects for individual units are typically short in duration, giving good visibility on expected costs, rents and values at completion. Timeframes are continually assessed to optimise timing.
The Company seeks to maintain appropriate levels of financial flexibility through available cash, committed credit facilities and access to debt markets.
| Increased |
| Inability to sell properties including condominiums | During the 2023 financial year, there has been a significant deterioration in investor and consumer confidence in reaction to inflationary pressures and consequential interest rate rises.
A higher cost of financing has seen investor appetite for German residential assets weaken, particularly for single building and portfolio sales. In parallel with this, a number of larger market participants are now net sellers of assets as they seek to reduce leverage. As pricing expectations between buyers and sellers have differed, transaction volumes have dropped.
Higher mortgage rates combined with economic and geopolitical uncertainty can hurt buyer sentiment for condominiums.
Asset disposals at a discount to book value may undermine confidence in the published EPRA NTA.
| The Company continually monitors the Portfolio to ascertain the potential for disposals of buildings.
The Company regularly reviews whether any current or future changes in the property market outlook present risks which should be reflected in the execution of its asset management and capital position.
The Company is in regular contact with its independent valuers who provide regular assessments of the property market outlook.
The Property Advisor maintains a strong network of Berlin residential investors and actively monitors valuation and liquidity trends in the Berlin residential market.
The Company has been actively marketing single buildings, portfolios of buildings and condominiums across a wide variety of platforms.
The Company is in discussions with its principal lenders to amend its financing arrangements to enable it to sell condominiums in a significantly larger number of buildings than is currently permissible.
| Increased |
| Share price discount to NAV | In 2023, the Company's share price has traded consistently at a significant discount to EPRA NAV.
Lack of liquidity or low market capitalisation may make the Company less attractive to institutional investors and cause the shares to be excluded from relevant market indices.
In March 2024, the Company was excluded from the FTSE EPRA index, leading to several investors having to sell shares, with a consequent adverse impact on the share price.
| The Company receives regular advice from its Property Advisor, corporate broker and financial public relations company, with a view to securing new investor demand for PSD shares. Additionally, the shareholder register is regularly reviewed to identify investor underweight holdings and/or sellers of the shares. The Property Advisor makes every effort to reach out to these investors to ensure that they are fully informed when making investment decisions.
The Company has a dedicated Investor Relations resource that is available to discuss share price movements, industry developments and the performance of the Company.
The Company has mandated Edison Research to provide additional coverage of the Company.
| Increased |
| Legal and regulatory Risk | Changes in legislation or regulation affecting property rights, rental laws, zoning, environmental regulations, and taxation can have implications for the ability of the company to successfully implement its strategy. Regulatory risks can additionally impact operational costs and the costs of legal compliance.
The Federal Government introduced laws which allow States to block the splitting of apartment blocks into condominiums. The Berlin Government has adopted these proposals.
Further tightening of the Mietpreisbremse laws, which limit the amount that landlords can increase rent in apartments in certain zoned areas, could negatively impact the Company's reversionary reletting strategy.
| The Company reviews and monitors emerging policy and legislation to ensure that appropriate steps are taken to ensure compliance.
The Company engages with external advisors to advise on potential policy and regulatory implications of political events.
Blocking the ability of landlords to split assets at the land registry is likely to be a net positive for the Company since the supply of condominiums will be materially reduced, increasing the value of the existing stock. With 78 per cent of the Company's Portfolio already split in the land registry as condominiums, the Company is likely to benefit from this.
| Unchanged |
| Tenant and tenancy law risk | Property laws remain under constant review by both the Federal Government and the coalition government in Berlin. During the 2023 financial year, there has been increasing use of online platforms by tenants to ascertain if rents prescribed by landlords are compliant with all tenancy laws and regulations. If the Company is shown to be non-compliant, this could lead to litigation. A significant increase in the cost of living has reduced net disposable income and placed more pressure on vulnerable tenants, which could lead to defaults on rents. This, in turn, could place financial pressure on the Company.
| The Company has historically been able to adapt its business model to accommodate new rent regulations. The Property Advisor regularly monitors the impact that existing and proposed laws or regulations could have on future rental values. The Property Advisor maintains regular contact with a broad network of professional advisors and industry participants to ensure that it is kept up to date on property tenancy laws and regulations, both current and future. The Property Advisor is in constant dialogue with the Company's property manager (Core Immobilien) to ensure that tenants are notified on a timely basis of any changes to tenancy laws and rental levels. The Company, through its Property Advisor and Property Manager, maintains close contact with tenants. The creditworthiness of new tenants is closely monitored and strict income-to-rent criteria for incoming tenants are maintained. The Company has in place a Vulnerable Tenant Policy which maintains a vulnerable tenant list which is reviewed by the Board. In instances of hardship, the Company seeks to support its tenants, both residential and commercial. | Unchanged |
| IT and Cyber Security risk | As cybercrime remains prevalent, this is considered a significant risk by the Company. A breach could lead to the illegal access of commercially sensitive information and the potential to impact investor, supplier, and tenant confidentiality and disrupt the business of the Company.
The Russian and Chinese states have been linked to cyber-attacks on government and international infrastructure and the risk of an increase in these attacks is highly likely now that Russia is subject to international sanctions due to its invasion of Ukraine. | IT systems and infrastructure relied on by the Company are subject to review. Service providers are required to report to the Board on request, and at least annually, on their IT controls and procedures.
A detailed review has been undertaken of the cyber security of the Company and its outsourced processes. As part of this review, the Company has required all its key service providers to confirm to the Company their procedures and protocols around cyber security on an annual basis. Additionally, the Company has requested that all service providers carry out cyber penetration testing and report back to the Board with any significant observations. No material concerns have arisen from these reviews.
Service providers are also required to hold detailed risk and control registers regarding their IT systems. The Property Advisor and the Board review service organisations' IT reports as part of Board meetings each year. No material concerns have arisen from these reviews.
The Board believes that, while the risk of cyber-attacks has increased due to the sanctions imposed on Russia, the risk to its service providers directly remains relatively low. The secondary risk from cyber-attacks on digital infrastructure, such as payment systems, remains high and the Board, and the Property Advisor, will continue to monitor the situation.
| Unchanged |
| Outsourcing risk | The Company's future performance depends on the success of its outsourced third-party suppliers, particularly the Property Advisor, QSix, but also its outsourced property management to Core. IFRS (International Financial Reporting Standards) and German GAAP accountants and its administrative functions. The departure of one or more key third-party providers may harm the performance of the Company. | Since the Company listed on the London Stock Exchange, the Property Advisor has expanded headcount through the recruitment of several additional experienced London and Berlin-based personnel. Additionally, senior Property Advisor personnel and their families retain a significant stake in the Company, aligning their interests with other key stakeholders. The key third parties responsible for property management, accounting and administration are continually monitored by the Property Advisor and must respond annually to a Board assessment questionnaire regarding their internal controls and performance. These questionnaires are reviewed annually by the Board.
| Unchanged |
| ESG risk | A failure to anticipate and respond to energy performance and climate legislation could damage the Company's reputation and lead to unplanned capital expenditure.
Future investor expectations for ESG compliance could result in diminished asset values and/or illiquidity in the resale market if assets are not deemed compliant.
| All investment in the modernisation of assets is undertaken with a view to the energy efficiency impact and is performed on an asset-by-asset basis.
The Company maintains its own ESG consultant to advise and assist in the implementation of ESG related activity and has mandated an external specialist to advise on current and future climate and energy performance legislation.
The Company seeks to ensure accurate reporting of its ESG related activities and, in 2023, was awarded a gold medal for its sustainability reporting by the European Public Real Estate Association (EPRA).
| Unchanged |
Going concern
The Directors have reviewed projections for the period up to 30 April 2025, using assumptions which the Directors consider to be appropriate to the current financial position of the Group with regard to revenues, its cost base, the Group's investments, borrowing and debt repayment plans. These projections show that the Group should be able to operate within the level of its current resources and expects to manage all debt covenants for a period of at least 12 months from the date of approval of the financial statements. The Group's business activities together with the factors likely to affect its future development and the Group's objectives, policies and processes for managing its capital and its risks are set out in the Strategic Report.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and, therefore, continue to adopt the going concern basis in the preparation of these financial statements.
Viability Statement
The Directors have assessed the viability of the Group over a three-year period to 30 April 2027. The Directors have chosen three years because that is the period that broadly fits within the strategic planning cycle of the business.
The Viability Statement is based on a robust assessment of those risks that would threaten the business model, future performance, solvency or liquidity of the Group, as set out in the assessment of principal risks in this document on pages 29 to 33.
For the purposes of the Viability Statement, the Directors have considered, in particular, the impact of the following factors affecting the projections of cash flows for the three-year period ending 30 April 2027:
a) the potential operating cash flow requirement of the Group;
b) amending the existing debt facilities to allow greater condominium sales flexibility;
c) seasonal fluctuations in working capital requirements;
d) property vacancy rates during the period;
e) capital and corporate expenditure during the period;
f) condominium, whole asset and SPV sales proceeds;
g) refinancing the existing debt facilities prior to their maturity in September 2026.
The model assumes stressed scenarios a) through to g) in the above list.
Financial modelling and stress testing was carried out on the Group's cashflows, taking into account the following assumptions, which the Directors believe to reflect the conditions present in a reasonable 'low case' scenario over the forecast period:
· If it proves not possible to amend the existing debt facilities such that condominium disposals are limited to those currently permitted; and
· Capex is maintained and self-funded
After applying the assumptions above, there was no scenario by which the viability of the Company over the next 12 months was brought into doubt from a cashflow perspective. Under the stresses set out above, cashflow mitigation would not be required during the three-year period. However, should mitigation be necessary, it may be obtained in the following ways:
· Increase whole asset disposals at a discount to carrying values; and
· Further reduction in capital expenditure
Under these stressed assumptions, the Group remains able to manage all existing banking covenant obligations during the period using the available liquidity to reduce debt levels, as appropriate.
The projection of cash flows includes the impact of already contracted property acquisitions. On the basis of this assessment, and assuming the principal risks are managed or mitigated as expected, the Directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment.
|
| Consolidated Statement of Comprehensive Income |
| | | | | | | | | | | |
| |
|
| For the year ended 31 December 2023 |
| | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | |
|
|
| | | | | | | | | | | Year ended |
| Year ended |
| |
|
|
| | | | | | | Notes |
| | 31 December 2023 | 31 December 2022 |
| ||
|
|
| | | | | | | | | | | €'000 |
| €'000 |
|
|
| Continuing operations |
| | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | |
|
|
| Revenue | | | | | | | 6 | | | | 27,454 | | 25,934 |
|
|
| Property expenses | | | | | | | 7 | | | | (17,315) | | (17,119) |
|
|
| | | | | | | | | | | | | | |
|
|
| Gross profit |
| | | | | | | | | | 10,139 | | 8,815 |
|
|
| | | | | | | | | | | | | | |
|
|
| Administrative expenses | | | | | | | 8 | | | | (3,766) | | (3,264) |
|
|
| Loss on disposal of investment properties (including investment property held for sale) | | 10 | | | | (4,282) | | (185) |
| |||||
|
| Investment property revaluation loss | | | | | | | 11 | | | | (97,298) | | (42,241) |
|
|
| Performance fee due to property advisor | | | | | | | 25 | | | | - | | 343 |
|
|
| | | | | | | | | | | | | | |
|
|
| Operating loss |
| | | | | | | | | | (95,207) | | (36,532) |
|
|
| | | | | | | | | | | | | | |
|
|
| Net finance charge (before (loss) / gain on interest rate swaps) | | | | | 12 | | | | (9,353) | | (7,937) |
| ||
|
| (Loss) / gain on interest rate swaps | | | | | | | 12 | | | | (7,240) | | 26,920 |
|
|
| | | | | | | | | | | | | | |
|
|
| Loss before taxation |
| | | | | | | | | | (111,800) | | (17,549) |
|
|
| | | | | | | | | | | | | | |
|
|
| Income tax credit | | 13 | | | | 13,045 | | 1,739 |
| |||||
|
| | | | | | | | | | | | | | |
|
|
| Loss after taxation |
| | | | | | | | | | (98,755) | | (15,810) |
|
|
| | | | | | | | | | | | | | |
|
|
| Other comprehensive income | | | | | | | | | | | - | | - |
|
|
| | | | | | | | | | | | | | |
|
|
| Total comprehensive loss for the year |
| | | | | | | | | | (98,755) |
| (15,810) |
|
|
|
| | | | | | | | | | | | | |
|
|
| Total comprehensive income attributable to: | | | | | | | | | | | | | |
|
|
| Owners of the parent | | | | | | | | | | | (98,112) | | (15,435) |
|
|
| Non-controlling interests | | | | | | | | | | | (643) | | (375) |
|
|
| | | | | | | | | | | | (98,755) |
| (15,810) |
|
|
|
| | | | | | | | | | | | | |
|
|
| Earnings per share attributable to the owners of the parent: | | | | | | | | | | | | |
| |
|
| From continuing operations | | | | | | | | | | | | | |
|
|
| Basic (€) | | | | | | | 28 | | | | (1.07) | | (0.17) |
|
|
| Diluted (€) | | | | | | | 28 | | | | (1.07) | | (0.17) |
|
|
| | | | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | |
|
|
| Consolidated Statement of Financial Position |
| | | | | | | | | | | |
| |
|
| At 31 December 2023 |
| | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | |
|
|
| | | | | | | | | | | As at |
| As at |
| |
|
|
| | | | | | | Notes |
| | 31 December 2023 | 31 December 2022 |
| ||
|
|
| | | | | | | | | | | €'000 |
| €'000 |
|
|
| ASSETS |
| | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | |
|
|
| Non-current assets |
| | | | | | | | | | | | |
|
|
| Investment properties | | | | | | | 16 | | | | 614,973 | | 761,377 |
|
|
| Property, plant and equipment | | | | | | | 18 | | | | 11 | | 12 |
|
|
| Other financial assets at amortised cost | | | | | | 19 | | | | 828 | | 828 |
| |
|
| Derivative financial instruments | | | | | | | 24 | | | | 8,796 | | 16,036 |
|
|
| | | | | | | | | | | | 624,608 | | 778,253 |
|
|
| | | | | | | | | | | | | | |
|
|
| Current assets |
| | | | | | | | | | | | |
|
|
| Trade and other receivables | | | | | | | 20 | | | | 12,834 | | 10,068 |
|
|
| Cash and cash equivalents | | | | | | | 21 | | | | 10,998 | | 12,485 |
|
|
| | | | | | | | | | | | 23,832 | | 22,553 |
|
|
| | | | | | | | | | | | | | |
|
|
| Investment properties - held for sale |
| | | | | | 17 | | | | 60,594 | | 14,527 |
|
|
| | | | | | | | | | | | | | |
|
|
| Total assets |
| | | | | | | | | | 709,034 |
| 815,333 |
|
|
|
| | | | | | | | | | | | | |
|
|
| EQUITY AND LIABILITIES |
| | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | |
|
|
| Current liabilities |
| | | | | | | | | | | | |
|
|
| Borrowings | | | | | | | 22 | | | | 1,432 | | 820 |
|
|
| Trade and other payables | | | | | | | 23 | | | | 11,990 | | 15,130 |
|
|
| Current tax | | | | | | | 13 | | | | 856 | | 808 |
|
|
| | | | | | | | | | | | 14,278 | | 16,758 |
|
|
| Non-current liabilities |
| | | | | | | | | | | | |
|
|
| Borrowings | | | | | | | 22 | | | | 319,811 | | 311,264 |
|
|
| Deferred tax liability | | | | | | | 13 | | | | 57,311 | | 70,920 |
|
|
| | | | | | | | | | | | 377,122 | | 382,184 |
|
|
| | | | | | | | | | | | | | |
|
|
| Total liabilities |
| | | | | | | | | | 391,400 |
| 398,942 |
|
|
|
| | | | | | | | | | | | | |
|
|
| Equity |
| | | | | | | | | | | | |
|
|
| Stated capital | | | | | | | 26 | | | | 196,578 | | 196,578 |
|
|
| Treasury shares | | | | | | | 26 | | | | (37,448) | | (37,448) |
|
|
| Share based payment reserve | | | | | | | 25 | | | | - | | - |
|
|
| Retained earnings | | | | | | | | | | | 155,937 | | 254,049 |
|
|
| Equity attributable to owners of the parent | | | | | | | | | | 315,067 | | 413,179 |
| |
|
| | | | | | | | | | | | | | |
|
|
| Non-controlling interest | | | | | | | 27 | | | | 2,567 | | 3,212 |
|
|
| Total equity |
| | | | | | | | | | 317,634 |
| 416,391 |
|
|
|
| | | | | | | | | | | | | |
|
|
| Total equity and liabilities |
| | | | | | | | | | 709,034 |
| 815,333 |
|
|
|
| | | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Consolidated Statement of Changes in Equity |
| | | | | | | | | | | | | |
|
| For the year ended 31 December 2023 |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| | Attributable to the owners of the parent |
| | | | | ||||||||
|
| | | | | | | | | | | | | | | |
|
| | Stated capital |
| Treasury shares |
| Share based payment reserve |
| Retained earnings |
| Total |
| Non-controlling interest |
| Total equity | |
|
|
| €'000 |
| €'000 |
| €'000 |
| €'000 |
| €'000 |
| €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Balance at 1 January 2022 | 196,578 |
| (33,275) |
| 343 |
| 276,394 |
| 440,040 |
| 3,587 |
| 443,627 | |
|
| Comprehensive income: | | | | | | | | | | | | | | |
|
| Loss for the year | - | | - | | - | | (15,435) | | (15,435) | | (375) | | (15,810) | |
|
| Other comprehensive income | - | | - | | - | | - | | - | | - | | - | |
|
| Total comprehensive income for the year | - |
| - |
| - |
| (15,435) |
| (15,435) |
| (375) |
| (15,810) | |
|
|
| | | | | | | | | | | | | | |
|
| Transactions with owners - | | | | | | | | | | | | | | |
|
| recognised directly in equity: | | | | | | | | | | | | | | |
|
| Dividends paid | - | | - | | - | | (6,910) | | (6,910) |
| - | | (6,910) | |
|
| Performance fee | - | | - | | (343) | | - | | (343) |
| - | | (343) | |
|
| Acquisition of treasury shares | - | | (4,173) | | - | | - | | (4,173) |
| - | | (4,173) | |
|
|
| | | | | | | | | | | | | | |
|
| Balance at 31 December 2022 | 196,578 |
| (37,448) |
| - |
| 254,049 |
| 413,179 |
| 3,212 |
| 416,391 | |
|
|
| | | | | | | | | | | | | | |
|
| Comprehensive income: | | | | | | | | | | | | | | |
|
| Loss for the year | - | | - | | - | | (98,112) | | (98,112) | | (643) | | (98,755) | |
|
| Other comprehensive income | - | | - | | - | | - | | - | | - | | - | |
|
| Total comprehensive income for the year | - |
| - |
| - |
| (98,112) |
| (98,112) |
| (643) |
| (98,755) | |
|
|
| | | | | | | | | | | | | | |
|
| Balance at 31 December 2023 | 196,578 |
| (37,448) |
| - |
| 155,937 |
| 315,067 |
| 2,567 |
| 317,634 | |
|
|
| | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Consolidated Statement of Cash Flows |
| | | | | | | | | | | | | |
|
| For the year ended 31 December 2023 |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | Year ended | Year ended | | ||
|
|
| | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Loss before taxation |
| | | | | | | | | | (111,800) |
| (17,549) | |
|
|
| | | | | | | | | | | | | | |
|
| Adjustments for: | | | | | | | | | | | | | | |
|
| Net finance charge (before loss / (gain) on interest rate swaps) | | | | | | | | | 9,353 | | 7,937 | | ||
|
| Loss / (gain) on interest rate swaps | | | | | | | | | | | 7,240 | | (26,920) | |
|
| Loss on disposal of investment property | | | | | | | | 4,282 | | 185 | | |||
|
| Investment property revaluation loss | | | | | | | | 97,298 | | 42,241 | | |||
|
| Depreciation | | | | | | | | | | | 55 | | 8 | |
|
| Performance fee due to property advisor (share based payment) | | | | | | | | - | | (343) | | |||
|
| Operating cash flows before movements in working capital |
| | | | | 6,428 |
| 5,559 | | |||||
|
|
| | | | | | | | | | | | | | |
|
| Decrease / (increase) in receivables | | | | | | 479 | | (2,882) | | |||||
|
| Increase / (decrease) in payables | | | | | | 456 | | (463) | | |||||
|
| Cash generated from operating activities |
| | | | | 7,363 |
| 2,214 | | |||||
|
| Income tax paid | | | | | | | | | | | (516) | | (521) | |
|
| Net cash generated from operating activities |
| | | | | 6,847 |
| 1,693 | | |||||
|
|
| | | | | | | | | | | | | | |
|
| Cash flow from investing activities |
| | | | | | | | | |||||
|
| Proceeds on disposal of investment property (net of disposal costs) | | | | | | 6,142 | | 17,310 | | |||||
|
| Proceeds on disposal of investment property received in advance | | | | | | | | 101 | | 3,700 | | |||
|
| Interest received | | | | | | 413 | | 474 | | |||||
|
| Capital expenditure on investment property | | | | | | (9,400) | | (16,437) | | |||||
|
| Property additions | | | | | | (4,930) | | (13,229) | | |||||
|
| Additions to property, plant and equipment | | | | | | (54) | | - | | |||||
|
| Net cash used in investing activities |
| | | | | | | | | | (7,728) |
| (8,182) | |
|
|
| | | | | | | | | | | | | | |
|
| Cash flow from financing activities |
| | | | | | | | | |||||
|
| Interest paid on bank loans | | | | | | (8,366) | | (7,296) | | |||||
|
| Loan arrangement fees paid | | | | | | | | | | | - | | (499) | |
|
| Repayment of bank loans | | | | | | (5,904) | | (6,354) | | |||||
|
| Drawdown on bank loan facilities | | | | | | 13,664 | | 33,765 | | |||||
|
| Dividends paid | | | | | | - | | (6,910) | | |||||
|
| Acquisition of treasury shares | | | | | | | | | | | - | | (4,173) | |
|
| Net cash (used in) / generated from financing activities |
| | | | | | | | | | (606) |
| 8,533 | |
|
|
| | | | | | | | | | | | | | |
|
| Net (decrease) / increase in cash and cash equivalents |
| | | | | | | | | | (1,487) |
| 2,044 | |
|
|
| | | | | | | | | | | | | | |
|
| Cash and cash equivalents at beginning of year |
| | | | | 12,485 |
| 10,441 | | |||||
|
| Exchange gains / (losses) on cash and cash equivalents | | | | | | - | | - | | |||||
|
| | | | | | | | | | | | | | | |
|
| Cash and cash equivalents at end of year |
| | | | | 10,998 |
| 12,485 | | |||||
|
|
| | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Reconciliation of Net Cash Flow to Movement in Debt |
| | | | | | | |||||||
|
| For the year ended 31 December 2023 |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | Year ended | Year ended | | ||
|
|
| | | | | | | Notes |
| | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Cashflow from increase in debt financing | | | | | | | | | | | 7,760 | | 27,411 | |
|
| Loan arrangement fees paid | | | | | | | | | | | - | | (499) | |
|
| Non-cash changes from increase in debt financing | | | | | | | | | | 1,399 | | 1,017 | | |
|
| Change in net debt resulting from cash flows | | | | | | | | | | | 9,159 | | 27,929 | |
|
| Movement in debt in the year |
| | | | | | | | | | 9,159 |
| 27,929 | |
|
| Debt at the start of the year | | | | | | | | | | | 312,084 | | 284,155 | |
|
| Debt at the end of the year | | | | | | | 22 | | | | 321,243 | | 312,084 | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Notes to the Financial Statements |
| | | | | | | | | | | | | |
|
| For the year ended 31 December 2023 |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| 1 - General information | | |||||||||||||
|
| The Group consists of a Parent Company, Phoenix Spree Deutschland Limited ('the Company'), incorporated in Jersey, Channel Islands and all its subsidiaries ('the Group') which are incorporated and domiciled in and operate out of Jersey and Germany. Phoenix Spree Deutschland Limited is listed on the premium segment of the Main Market of the London Stock Exchange. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group invests in residential and commercial property in Berlin, Germany. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The registered office is at IFC 5, St Helier, Jersey, JE1 1ST, Channel Islands. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2 - Summary of material accounting policies | | |||||||||||||
|
| The principal accounting policies adopted are set out below. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.1 Basis of preparation |
| | | | | | | | | | | | | |
|
| The consolidated financial statements have been prepared under UK International Accounting Standards and in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and applicable law. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The consolidated financial statements are presented to the nearest €1,000. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| In accordance with Section 105 of the Companies (Jersey) Law 1991, the Group confirms that the financial information for the year ended 31 December 2023 is derived from the Group's audited financial statements and that these are not statutory accounts and, as such do not contain all information required to be disclosed in the financial statements prepared in accordance with International Financial Reporting Standards ("IFRS"). | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The statutory accounts for the year ended 31 December 2023 have been audited but have not yet been filed. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group's audited financial statements for the period ended 31 December 2023 received an unqualified audit opinion and the auditor's report contained no statement under Section 113B (3) and (6) of The Companies (Jersey) Law 1991.
The financial information contained within this preliminary statement was approved and authorised for issue by the Board on 29 April 2024. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.2 Going concern |
| | | | | | | | | | | | | |
|
| The Directors have prepared projections for three years from the signing of this report. These projections have been prepared using assumptions which the Directors consider to be appropriate to the current financial position of the Group as regards to current expected revenues and its cost base and the Group's investments, borrowing and debt repayment plans and show that the Group should be able to operate within the level of its current resources and expects to comply with all covenants for the foreseeable future. The Group's business activities together with the factors likely to affect its future development and the Group's objectives, policies and processes for managing its capital and its risks are set out in the Strategic Report and in notes 3 and 30. After making enquiries the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group has considered the current economic environment alongside its principal risks in its going concern assessment. Further information can be found in the viability statement on page 40 to 42. The Group therefore continues to adopt the going concern basis in preparing its consolidated financial statements. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.3 Basis of consolidation |
| | | | | | | | | | | | | |
|
| The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). The Company controls an entity when the Group is exposed to, or has rights to, variable returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Profit or loss and each component of other comprehensive income are attributable to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributable to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Accounting policies of subsidiaries which differ from Group accounting policies are adjusted on consolidation. All intra-group transactions, balances, income and expenses are eliminated on consolidation. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Non-controlling interests in subsidiaries are identified separately from the Group's equity therein. Those interests of non-controlling shareholders that represent ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests' proportionate share of the fair value of the acquiree's identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Changes in the Group's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.4 Revenue recognition |
| | | | | | | | | | | | | |
|
| Revenue includes rental income, service charges and other amounts directly recoverable from tenants. Rental income and service charges from operating leases are recognised as income on a straight-line basis over the lease term. When the Group provides incentives to its tenants, the cost of incentives are recognised over the lease term, on a straight-line basis, as a reduction of rental income. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| 2.5 Foreign currencies |
| | | | | | | | | | | | | |
|
| (a) Functional and presentation currency | | |||||||||||||
|
| The currency of the primary economic environment in which the Group operates ('the functional currency') is the Euro (€). The presentational currency of the consolidated financial statements is also the Euro (€). | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| (b) Transactions and balances | | |||||||||||||
|
| Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Foreign exchange gains and losses resulting from such transactions are recognised in the consolidated statement of comprehensive income. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. | | |||||||||||||
|
|
| | | | | | | | | | | | | | |
|
| 2.6 Segment reporting |
| | | | | | | | | | | | | |
|
| Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating-decision maker. The chief operating-decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. The Board has identified the operations of the Group as a whole as the only operating segment. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.7 Operating profit / (loss) | | |||||||||||||
|
| Operating profit / (loss) is stated before the Group's net finance charges and gains/losses on derivative financial instruments and after the revaluation gains or losses for the year in respect of investment properties and after gains or losses on the disposal of investment properties. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.8 Administrative and property expenses | | |||||||||||||
|
| All expenses are accounted for on an accruals basis and are charged to the consolidated statement of comprehensive income in the period in which they are incurred. Service charge costs are accounted for on an accruals basis and included in property expenses. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.9 Separately disclosed items | | |||||||||||||
|
| Certain items are disclosed separately in the consolidated financial statements where this provides further understanding of the financial performance of the Group, due to their significance in terms of nature or amount. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.10 Property Advisor fees | | |||||||||||||
|
| The element of Property Advisor fees for management services provided are accounted for on an accruals basis and are charged to the Consolidated Statement of Comprehensive Income. These fees are detailed in note 7 and classified under 'Property advisors' fees and expenses'. The settlement of the Property Advisor performance fees is detailed in note 25. Due to the nature of the settlement of the performance fee, any movement in the amount payable at the year end is reflected within the share based payment reserve in the consolidated statement of financial position. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.11 Investment property |
| | | | | | | | | | | | | |
|
| Property that is held for long-term rental yields or for capital appreciation, or both, which is not occupied by the Group, is classified as investment property. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Investment property is measured initially at cost, including related transaction costs. After initial recognition, investment property is carried at fair value, based on market value. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The change in fair values is recognised in the consolidated statement of comprehensive income for the year. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| A valuation exercise is undertaken by the Group's independent valuer, Jones Lang LaSalle GmbH ('JLL'), at each reporting date in accordance with the methodology described in note 16 on a building-by-building basis. Such estimates are inherently subjective and actual values can only be determined in a sales transaction. The valuations have been prepared by JLL on a consistent basis at each reporting date. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Subsequent expenditure is added to the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Repairs and maintenance costs are charged to the Consolidated Statement of Comprehensive Income during the financial period in which they are incurred. Changes in fair values are recorded in the consolidated statement of comprehensive income for the year. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Purchases and sales of investment properties are recognised on legal completion. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset, where the carrying amount is the higher of cost or fair value) is included in the Consolidated Statement of Comprehensive Income in the period in which the property is derecognised. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.12 Current assets held for sale - investment property |
| | | | | | | | | |||||
|
| Current assets (and disposal groups) classified as held for sale are measured at the most recent valuation. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Current assets (and disposal groups) are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale which should be expected to qualify for recognition as a completed sale within one year from the date of classification. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group recognises an asset in this category once the Board has committed to the sale of an asset and marketing has commenced. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| If an asset held for sale is unsold within one year of being classified as such, it will continue to be classified as held for sale if: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| (a) at the date the Company commits itself to a plan to sell a non-current asset (or disposal group) it reasonably expects that others (not a buyer) will impose conditions on the transfer of the asset that will extend the period required to complete the sale, and actions necessary to respond to those conditions cannot be initiated until after a firm purchase commitment is obtained, and a firm purchase commitment is highly probable within one year; | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| (b) the Company obtains a firm purchase commitment and, as a result, a buyer or others unexpectedly impose conditions on the transfer of a non-current asset (or disposal group) previously classified as held for sale that will extend the period required to complete the sale, and timely actions necessary to respond to the conditions have been taken, and a favourable resolution of the delaying factors is expected; | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| (c) during the initial one-year period, circumstances arise that were previously considered unlikely and, as a result, a non-current asset previously classified as held for sale is not sold by the end of that period, and during the initial one-year period the Company took action necessary to respond to the change in circumstances, and the non-current asset is being actively marketed at a price that is reasonable, given the change in circumstances, and the criteria above are met; | | |||||||||||||
|
| (d) otherwise it will be transferred back to investment property. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.13 Property, plant and equipment |
| | | | | | | | | | | |||
|
| Property, plant and equipment is stated at cost less accumulated depreciation. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is charged so as to write off the costs of assets to their residual values over their estimated useful lives, on the following basis: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Equipment - 4.50% to 25% per annum, straight line. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The gain or loss arising on the disposal of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the consolidated statement of comprehensive income. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.14 Borrowing costs |
| | | | | | | | | | | | | |
|
| Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| All other borrowing costs are recognised in the consolidated statement of comprehensive income in the period in which they are incurred. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.15 Tenants deposits |
| | | | | | | | | | | | | |
|
| Tenants deposits are held off the consolidated statement of financial position in a separate bank account in accordance with German legal requirements, and the funds are not accessible to the Group. Accordingly, neither an asset nor a liability is recognised. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.16 Financial instruments |
| | | | | |||||||||
|
| Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
| Trade and other receivables | | |||||||||||||
|
| Trade receivables are amounts due from tenants for rents and service charges and are initially recognised at the amount of the consideration that is unconditional and subsequently carried at amortised cost as the Group's business model is to collect the contractual cash flows due from tenants. The Group applies the simplified approach which requires expected lifetime losses to be recognised from initial recognition of the receivable. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Cash and cash equivalents | | |||||||||||||
|
| Cash and cash equivalents are defined as cash and short term deposits, including any bank overdrafts, with an original maturity of three months or less, measured at amortised cost. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Trade and other payables | | |||||||||||||
|
| Trade payables are recognised and carried at their invoiced value inclusive of any VAT that may be applicable, and subsequently at amortised cost using the effective interest method. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Borrowings | | |||||||||||||
|
| All loans and borrowings are initially measured at fair value less directly attributable transaction costs. After initial recognition, all interest-bearing loans and borrowings are subsequently measured at amortised cost, using the effective interest method. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Treasury shares | | | | | | | | | | | | | | |
|
| When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity at the weighted average cost of treasury shares up to the date of repurchase. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented within retained earnings. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Interest-rate swaps | | | | | | | | | | | | | | |
|
| The Group uses interest-rate swaps to manage its market risk. The Group does not hold or issue derivatives for trading purposes. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The interest-rate swaps are recognised in the Consolidated Statement of Financial Position at fair value, based on counterparty quotes. The gain or loss on the swaps is recognised in the Consolidated Statement of Comprehensive Income and detailed in note 12. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The interest-rate swaps are valued by an independent third party specialist. The market value calculation is based on the present value of the counterparty payments, the fixed interest, the present value of the payments to be received, and the floating interest. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.17 Current and deferred income tax |
| | | | | | | | | | | |||
|
| The tax expense for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In that case, the tax is also recognised in other comprehensive income or directly in equity, respectively. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| (a) Current tax | | | | | | | | | | | | | | |
|
| The current tax charge is based on taxable profit / (loss) for the year. Taxable profit / (loss) differs from net profit / (loss) reported in the Consolidated Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the accounting date. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| (b) Deferred tax | | | | | | | | | | | | | | |
|
| Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit / (loss). Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilised. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Deferred tax is charged or credited in the consolidated statement of comprehensive income except when it relates to items credited or charged directly in equity, in which case the deferred tax is also dealt with in equity. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Deferred tax is calculated at the tax rates and laws that are expected to apply to the period when the asset is realised or the liability is settled based upon tax rates that have been enacted or substantively enacted by the accounting date. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The carrying amount of deferred tax assets is reviewed at each accounting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 2.18 New standards and interpretations |
| | | | | | | | | | | |||
|
| The following relevant new standards, amendments to standards and interpretations have been issued, and are effective for the financial year beginning on 1 January 2023, as adopted by the European Union and United Kingdom: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Title |
| | | | | As issued by the IASB, mandatory for accounting periods starting on or after | | |||||||
|
|
| | | | | | | | | | | | | | |
|
| IFRS 17 Insurance Contracts | Accounting periods beginning on or after 1 January 2023 | | ||||||||||||
|
| Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2 | Accounting periods beginning on or after 1 January 2023 | | ||||||||||||
|
| Definition of Accounting Estimates - Amendments to IAS 8 | Accounting periods beginning on or after 1 January 2023 | | ||||||||||||
|
| Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to IAS 12 | Accounting periods beginning on or after 1 January 2023 | | ||||||||||||
|
| | | | | | | | | | | |||||
|
| The new standards and amendments listed above did not have a material impact on either the current or prior financial periods. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| New and revised IFRS Standards in issue but not yet effective and not early adopted | | |||||||||||||
|
| The following standards have been issued by the IASB and adopted by the EU: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Title |
| | | | | As issued by the IASB, mandatory for accounting periods starting on or after | | |||||||
|
|
| | | | | | | | | | | | | | |
|
| Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants | | | Accounting periods beginning on or after 1 January 2024 | | ||||||||||
|
| Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback | | | Accounting periods beginning on or after 1 January 2024 | | ||||||||||
|
| Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements | | | Accounting periods beginning on or after 1 January 2024 (but not yet endorsed in the EU) | | ||||||||||
|
| Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability | | | Accounting periods beginning on or after 1 January 2025 (but not yet endorsed in the EU) | | ||||||||||
|
| | | | | | | | | | | | | | | |
|
| There are no anticipated material impacts to the Group from the above new and revised IFRS Standards. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 3. Financial risk management |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| 3.1 Financial risk factors |
| | | | | | | | | | | | | |
|
| The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Risk management is carried out by the Risk Committee under policies approved by the Board of Directors. The Board provides principles for overall risk management, as well as policies covering specific areas, such as interest rate risk, credit risk and investment of excess liquidity. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 3.2 Market risk |
| | | | | | | | | | | | | |
|
| Market risk is the risk of loss that may arise from changes in market factors such as foreign exchange rates, interest rates and general property market risk. The risks posed by potential changes to rental legislation in Berlin, as well as general market uncertainty due to the continued conflict in Ukraine have been identified as material market risk and as such have been disclosed below. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| (a) Foreign exchange risk | | | | | | | | | | | | | | |
|
| The Group operates in Germany and is exposed to foreign exchange risk arising from currency exposures, primarily with respect to Sterling against the Euro arising from the costs which are incurred in Sterling. Foreign exchange risk arises from future commercial transactions, and recognised monetary assets and liabilities denominated in currencies other than the Euro. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group's policy is not to enter into any currency hedging transactions, as the majority of transactions are in Euros, which is the primary currency of the environment in which the Group operates. Therefore any currency fluctuations are minimal. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| (b) Interest rate risk | | | | | | | | | | | | | | |
|
| The Group has exposure to interest rate risk. It has external borrowings at a number of different variable interest rates. The Group is also exposed to interest rate risk on some of its financial assets, being its cash at bank balances. Details of actual interest rates paid or accrued during each period can be found in note 22 to the consolidated financial statements. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group's policy is to manage its interest rate risk by entering into a suitable hedging arrangement, either caps or swaps, in order to limit exposure to borrowings at variable rates. | | |||||||||||||
|
|
(c) General property market risk | | | | | | | | | | | | | | |
|
| Through its investment in property, the Group is subject to other risks which can affect the value of property. The Group seeks to minimise the impact of these risks by review of economic trends and property markets in order to anticipate major changes affecting property values. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| (d) Market risk - Rent legislation | | | | | | | | | | | | | | |
|
| Through its policy of investing in Berlin, the Group is subject to the risk of changing rental legislation which could affect both the rental income, and the value of property. The Group seeks to mitigate any effect of the changing legislations using strategies set out in the principal risks and uncertainties on page 31.
| | |||||||||||||
|
| (e) Market risk - Geopolitical | | | | | | | | | | | | | | |
|
| Although the Company has no direct exposure to either Russia, Ukraine or the Middle East, it is expected that the continuing conflict in Ukraine and rising tensions within the Middle East will continue to cause an impact on the global economy. These include the possible effects of higher energy prices, the possible knock-on impact of inflation, recession and increasing cyber attacks. Additionally, these circumstances have created a degree of uncertainty across global equity markets. The conflict in Ukraine, and the introduction of sanctions against Russia and Belarus, as well as possible secondary derivative impacts are being closely monitored by the Board and the Property Advisor. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 3.3 Credit risk |
| | | | | | | | | | | | | |
|
| The risk of financial loss due to a counterparty's failure to honour their obligations arises principally in connection with property leases and the investment of surplus cash. | | |||||||||||||
|
| The Group has policies in place to ensure that rental contracts are made with customers with an appropriate credit history. Tenant rent payments are monitored regularly and appropriate action taken to recover monies owed, or if necessary, to terminate the lease. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Cash transactions are limited to financial institutions with a high credit rating. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 3.4 Liquidity risk |
| | | | | | | | | | | | | |
|
| The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans secured on the Group's properties. The terms of the borrowings entitle the lender to require early repayment should the Group be in default with significant payments for more than one month. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 3.5 Capital management |
| | | | | | | | | | | | | |
|
| The prime objective of the Group's capital management is to ensure that it maintains the financial flexibility needed to allow for value-creating investments as well as healthy balance sheet ratios. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The capital structure of the Group consists of net debt (nominal borrowings after deducting cash and cash equivalents) and equity of the Group (comprising stated capital (excluding treasury shares), reserves and retained earnings). | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| In order to manage the capital structure, the Group can adjust the amount of dividend paid to shareholders, issue or repurchase shares or sell assets to reduce debt. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| When reviewing the capital structure the Group considers the cost of capital and the risks associated with each class of capital. The Group reviews the gearing ratio which is determined as the proportion of net debt to equity. In comparison with comparable companies operating within the property sector the Board considers the gearing ratios to be reasonable. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The gearing ratios for the reporting periods are as follows: | | |||||||||||||
|
| | | | | | | | | | | | As at |
| As at | |
|
|
| | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Borrowings | | | | | | | | | | | (321,243) | | (312,084) | |
|
| Cash and cash equivalents | | | | | | | | | | | 10,998 | | 12,485 | |
|
| Net debt | | | | | | | | | | | (310,245) | | (299,599) | |
|
| | | | | | | | | | | | | | | |
|
| Equity | | | | | | | | | | | 317,634 | | 416,391 | |
|
| Net debt to equity ratio | | | | | | | | | | | 98% | | 72% | |
|
| | | | | | | | | | | | | | | |
|
|
| | |||||||||||||
|
| 4. Critical accounting estimates and judgements | | |||||||||||||
|
| The preparation of consolidated financial statements in conformity with IFRS requires the Group to make certain critical accounting estimates and judgements. In the process of applying the Group's accounting policies, management has decided the following estimates and assumptions have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the financial year: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| i) Estimate of fair value of investment properties (€675,567,000) | | |||||||||||||
|
| The valuation of the Group's property portfolio is inherently subjective due to, among other factors, the individual nature of each property, its location and condition, and expected future rentals. The valuation as at 31 December 2023 is based on the rules, regulations and market as at that date. The fair value estimates of investments properties are detailed in note 16. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The best evidence of fair value is current prices in an active market of investment properties with similar leases and other contracts. In the absence of such information, the Group determines the amount within a range of reasonable fair value estimates. In making its estimate, the Group considers information from a variety of sources, including: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| a) Discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of any existing lease and other contracts, and (where possible) from external evidence such as current market rents for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of the cash flows. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| b) Current prices in an active market for properties of different nature, condition or location (or subject to different lease or other contracts), adjusted to reflect those differences. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| c) Recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the date of the transactions that occurred at those prices. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Directors remain ultimately responsible for ensuring that the valuers are adequately qualified, competent and base their results on reasonable and realistic assumptions. The Directors have appointed JLL as the real estate valuation experts who determine the fair value of investment properties using recognised valuation techniques and the principles of IFRS 13. Further information on the valuation process can be found in note 16. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| ii) Judgment in relation to the recognition of assets held for sale | | |||||||||||||
|
| Management has made an assumption in respect of the likelihood of investment properties - held for sale, being sold within 12 months, in accordance with the requirement of IFRS 5. Management considers that based on historical and current experience that the properties can be reasonably expected to sell within 12 months. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 5. Segmental information | | |||||||||||||
|
| The Group's principal reportable segments under IFRS 8 were as follows: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| - Residential; and | | | | | | | | | | | | | | |
|
| - Commercial | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| The Group is required to report financial and descriptive information about its reportable segments. Reportable segments are operating segments or aggregations of operating segments that meet the following specified criteria: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| - its reported revenue, from both external customers and intersegment sales or transfers, is 10 per cent or more of the combined revenue, internal and external, of all operating segments, or | | |||||||||||||
|
| - the absolute measure of its reported profit or loss is 10 per cent or more of the greater, in absolute amount, of (i) the combined reported profit of all operating segments that did not report a loss and (ii) the combined reported loss of all operating segments that reported a loss, or | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| - its assets are 10 per cent or more of the combined assets of all operating segments. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Management have applied the above criteria to the commercial segment and the commercial segment is not more than 10% of any of the above criteria. The Group does not own any wholly commercial buildings nor does management report directly on the commercial results. The Board considers that the non-residential element of the portfolio is incidental to the Group's activities. Therefore, the Group has not included any further segmental analysis within these consolidated audited financial statements. | | |||||||||||||
| | | | | | | | | | | | | | | | |
|
| 6. Revenue |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Rental income | | | | | | | | | | | 21,356 | | 20,289 | |
|
| Service charge income | | | | | | | | | | | 6,098 | | 5,645 | |
|
| | | | | | | | | | | | 27,454 | | 25,934 | |
|
| | | | | | | | | | | | | | | |
|
| The total future annual minimum rentals receivable under non-cancellable operating leases are as follows: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Within 1 year | | | | | | | | | | | 1,725 | | 1,201 | |
|
| 1 - 2 years | | | | | | | | | | | 1,179 | | 1,201 | |
|
| 2 - 3 years | | | | | | | | | | | 880 | | 917 | |
|
| 3 - 4 years | | | | | | | | | | | 565 | | 648 | |
|
| 4 - 5 years | | | | | | | | | | | 331 | | 543 | |
|
| Later than 5 years | | | | | | | | | | | 529 | | 417 | |
|
| | | | | | | | | | | | 5,209 | | 4,927 | |
|
| | | | | | | | | | | | | | | |
|
| Revenue comprises rental income earned from residential and commercial property in Germany. There are no individual tenants that account for greater than 10% of revenue during any of the reporting periods. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The leasing arrangements for residential property are with individual tenants, with three months notice from tenants to cancel the lease in most cases. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The commercial leases are non-cancellable, with an average lease period of 3 years. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 7. Property expenses |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Property management expenses | | | | | | | | | | | 1,431 | | 1,233 | |
|
| Repairs and maintenance | | | | | | | | | | | 1,757 | | 1,525 | |
|
| Impairment charge - trade receivables | | | | | | 952 | | 868 | | |||||
|
| Service charges paid on behalf of tenants | | | | | | | | | | | 7,370 | | 6,631 | |
|
| Property advisors' fees and expenses | | | | | | | | 5,805 | | 6,862 | | |||
|
| | | | | | | | | | | | 17,315 | | 17,119 | |
|
| | | | | | | | | | | | | | | |
|
| | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 8. Administrative expenses |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Secretarial and administration fees | | | | | | | | | | | 680 | | 651 | |
|
| Legal and professional fees | | | | | | | | | | | 2,872 | | 2,261 | |
|
| Directors' fees | | | | | | | | | | | 268 | | 275 | |
|
| Bank charges | | | | | | | | | | | 17 | | 74 | |
|
| Loss on foreign exchange | | | | | | | | | | | 9 | | 5 | |
|
| Depreciation | | | | | | | | | | | 55 | | 8 | |
|
| Other income | | | | | | | (135) | | (10) | | ||||
|
| | | | | | | | | | | | 3,766 | | 3,264 | |
|
| | | | | | | | | | | | | | | |
|
| Further details of the Directors' fees are set out in the Directors' Remuneration Report on page 64. | | |||||||||||||
|
|
9. Auditor's remuneration |
| | | | | | | | | | | | | |
|
| An analysis of the fees charged by the auditor and its associates is as follows: | | |||||||||||||
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Fees payable to the Group's auditor and its associates for the audit of the consolidated financial statements | | | 248 | | 231 | | ||||||||
|
| | | | | | | | | | | | | | | |
|
| Fees payable to the Group's auditor and its associates for other services | | | | | | | ||||||||
|
| - Agreed upon procedures - half year report | | | | | | | | | | | 35 | | 33 | |
|
| | | | | | | | | | | | 283 | | 264 | |
|
| | | | | | | | | | | | | | | |
|
| 10. Loss on disposal of investment property (including investment property held for sale) |
| | | | | |||||||||
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Disposal proceeds | | | | | | | | | | | 13,027 | | 13,754 | |
|
| Book value of disposals | | | | | | | | | | | (12,767) | | (12,982) | |
|
| Disposal costs | | | | | | | | | | | (441) | | (957) | |
|
| Loss on disposal of investment property excluding disposal of Erkner development | | | | | | (181) | | (185) | | |||||
|
| Real estate transfer tax recoverable from Erkner development | | | | | | | | | 1,202 | | - | | ||
|
| Book value of Erkner development on disposal | | | | | | | | | | | (5,303) | | - | |
|
| | | | | | | | | | | | (4,282) | | (185) | |
|
| | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 11. Investment property fair value loss |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Investment property fair value loss | | | | | | | | (97,298) | | (42,241) | | |||
|
| | | | | | | | | | | | | | | |
|
| Further information on investment properties is shown in note 16. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 12. Net finance charge |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Interest income | | | | | | | | | | | (413) | | (376) | |
|
| Finance expense on bank borrowings | | | | | | | | | | | 9,766 | | 8,313 | |
|
| Net finance charge before gain / loss on interest rate swap | | | | | | | | | | 9,353 | | 7,937 | | |
|
| | | | | | | | | | | | | | | |
|
| Loss / (gain) on interest rate swaps | | | | | | | | | | | 7,240 | | (26,920) | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | 16,593 | | (18,983) | |
|
| | | | | | | | | | | | | | | |
|
|
|
| | | | | | | | | | | | | |
|
|
|
| | | | | | | | | | | | | |
|
| 13. Income tax credit |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
| The tax credit for the period is as follows: | | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Current tax charge | | | | | | | | | | 564 | | 817 | | |
|
| Deferred tax credit - origination and reversal of temporary differences | | | | | (13,609) | | (2,556) | | ||||||
|
| | | | | | | | | | | | (13,045) | | (1,739) | |
|
| | | | | | | | | | | | | | | |
|
| The tax credit for the year can be reconciled to the theoretical tax credit on the loss in the Consolidated Statement of Comprehensive Income as follows: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Loss before tax |
| | | | | (111,800) |
| (17,549) | | |||||
|
|
| | | | | | | | | | | | | | |
|
| Tax at German income tax rate of 15.8% (2022: 15.8%) | | | | | | | | | | (17,664) | | (2,773) | | |
|
| Losses not subject to tax: Loss on property disposal | | | | | | | | | | 677 | | 29 | | |
|
| Losses carried forward not recognised | | | | | | | | | | | 3,943 | | 1,005 | |
|
| Total tax credit for the year | | | | | | | | | | | (13,045) | | (1,739) | |
|
| | | | | | | | | | | | | | | |
|
| Reconciliation of current tax liabilities |
| | | | | | | | ||||||
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Balance at beginning of year | | | | | | | | | | | 808 | | 512 | |
|
| Tax paid during the year | | | | | | | | | | | (516) | | (521) | |
|
| Current tax charge | | | | | | | | | | | 564 | | 817 | |
|
| Balance at end of year | | | | | | | | | | | 856 | | 808 | |
|
| | | | | | | | | | | | | | | |
|
| Reconciliation of deferred tax |
| | | | | | | | | | | | | |
|
| | | | | | | | | | Capital gains on properties |
| Interest rate swaps |
| Total | |
|
|
| | | | | | | | | €'000 |
| €'000 |
| €'000 | |
|
|
| | | | | | | | | (Liabilities) |
| (Liabilities) | (Net liabilities) | | |
|
|
| | | | | | | | | | | | | | |
|
| Balance at 1 January 2022 | | | | | | | | | (75,198) | | 1,722 | | (73,476) | |
|
| | | | | | | | | | | | | | | |
|
| Credited / (charged) to the statement of comprehensive income | | | | | | 6,816 | | (4,260) | | 2,556 | | |||
|
| Deferred tax liability at 31 December 2022 | | | | | | | | | (68,382) | | (2,538) | | (70,920) | |
|
| | | | | | | | | | | | | | | |
|
| Credited to the statement of comprehensive income | | | | | | | | 12,463 | | 1,146 | | 13,609 | | |
|
| Deferred tax liability at 31 December 2023 | | | | | | | | | (55,919) | | (1,392) | | (57,311) | |
|
| | | | | | | | | | | | | | | |
|
| Jersey income tax |
| | | | | | | | | | | | | |
|
| The Group is liable to Jersey income tax at 0%. | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| German tax |
| | | | | | | | | | | | | |
|
| As a result of the Group's operations in Germany, the Group is subject to German Corporate Income Tax ('CIT') - the effective rate for Phoenix Spree Deutschland Limited for 2023 was 15.8% (2022: 15.8%). | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Factors affecting future tax charges |
| | | | | | | | | | | | | |
|
| The Group has accumulated tax losses of approximately €50 million (2022: €42 million) in Germany, which will be available to set against suitable future profits should they arise, subject to the criteria for relief. Accumulated tax losses are carried forward without time limit for German Corporate Tax. These losses are offset against the deferred taxable gain to give the deferred tax liability set out above. Accumulated tax losses are carried forward without time limit for German Corporate Tax. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 14. Dividends |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Amounts recognised as distributions to equity holders in the period: | | | | | | | | | | | | |||
|
| No interim dividend was paid for the year ended 31 December 2023 (2022: €2.35 cents (2.09p) per share). | | | - | | 2,158 | | ||||||||
|
| No final dividend was paid for the year ended 31 December 2022 (2022: €5.15 cents (4.36p) per share for the year ended 31 December 2021). | | | - | | 4,752 | | ||||||||
|
| | | | | | | | | | | | | | | |
|
| 15. Subsidiaries |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| The Group consists of a Parent Company, Phoenix Spree Deutschland Limited, incorporated in Jersey, Channel Islands and a number of subsidiaries held directly by Phoenix Spree Deutschland Limited, which are incorporated in and operated out of Jersey and Germany. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Further details are given below: | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | Country of incorporation |
| % holding |
| Nature of business | | |||
|
| Phoenix Spree Deutschland I Limited | | | Jersey | | 100 | | | | Investment property | | ||||
|
| Phoenix Spree Deutschland VII Limited | | | Jersey | | 100 | | | | Investment property | | ||||
|
| Phoenix Spree Deutschland X Limited | | | Jersey | | 100 | | | | Finance vehicle | | ||||
|
| Phoenix Spree Deutschland XI Limited | | | Jersey | | 100 | | | | Investment property | | ||||
|
| Phoenix Spree Deutschland XII Limited | | | Jersey | | 100 | | | | Investment property | | ||||
|
| Phoenix Property Holding GmbH & Co.KG | | | Germany | | 100 | | | | Holding Company | | ||||
|
| Phoenix Spree Mueller GmbH | | | Germany | | 94.9 | | | | Investment property | | ||||
|
| Phoenix Spree Gottlieb GmbH | | | Germany | | 94.9 | | | | Investment property | | ||||
|
| PSPF Holdings GmbH | | | Germany | | 100 | | | | Holding Company | | ||||
|
| Jühnsdorfer Weg Immobilien GmbH | | | Germany | | 94.9 | | | | Investment property | | ||||
|
| Phoenix Spree Property Fund Ltd & Co. KG (PSPF) | | | Germany | | 100 | | | | Investment property | | ||||
|
| PSPF General Partner (Jersey) Limited | | | Jersey | | 100 | | | | Management of PSPF | | ||||
|
| | | | | | | | | | | | | | | |
|
| 16. Investment properties |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | 31 December 2023 |
| 31 December 2022 | |
|
| Fair value |
| | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| At 1 January |
| | | | | | | | | | 775,904 | | 801,461 | |
|
| Capital expenditure | | | | | | | | | | | 9,400 | | 16,437 | |
|
| Property additions | | | | | | | | | | | 5,631 | | 13,229 | |
|
| Disposals | | | | | | | | | | | (18,070) | | (12,982) | |
|
| Fair value loss | | | | | | | | | | | (97,298) | | (42,241) | |
|
| Investment properties at fair value |
| | | 675,567 | | 775,904 | | |||||||
|
| Assets classified as "Held for Sale" (Note 17) | | | | | | | | | | (60,594) | | (14,527) | | |
|
| At 31 December |
| | | | | | | | | | 614,973 |
| 761,377 | |
|
|
| | | | | | | | | | | | | | |
|
|
| | | | | | | | | | | | | | |
|
| The property portfolio was valued at 31 December 2023 by Jones Lang LaSalle GmbH ("JLL"), in accordance with the methodology described below. The valuations were performed in accordance with the current Appraisal and Valuation Standards, 8th edition (the 'Red Book') published by the Royal Institution of Chartered Surveyors (RICS). | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The valuation is performed on a building-by-building basis from source information on the properties including current rent levels, void rates, capital expenditure, maintenance costs and non-recoverable costs provided to JLL by the Property Advisors QSix Residential Limited. JLL use their own assumptions with respect to rental growth (taking account of the complexity of German rent laws, capital investment levels and churn), and adjustments to non-recoverable costs. JLL also uses data from comparable market transactions where these are available alongside their own assumptions. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The valuation by JLL uses the discounted cash flow methodology. Such valuation estimates using this methodology, however, are inherently subjective and values that would have been achieved in an actual sales transaction involving the individual property at the reporting date are likely to differ from the estimated valuation. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| All properties are valued as Level 3 measurements under the fair value hierarchy (see note 30) as the inputs to the discounted cash flow methodology which have a significant effect on the recorded fair value are not observable. Additionally, JLL perform reference checks back to comparable market transactions to confirm the valuation model. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The unrealised fair value loss in respect of investment property is disclosed in the Consolidated Statement of Comprehensive Income as 'Investment property revaluation loss'. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Valuations are undertaken using the discounted cash flow valuation technique as described below and with the inputs set out below. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Discounted cash flow methodology ("DCF") |
| | | | | | | | | |||||
|
| The fair value of investment properties is determined using the DCF methodology. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Under the DCF method, a property's fair value is estimated using explicit assumptions regarding the benefits and liabilities of ownership over the asset's life including an exit or terminal value. The DCF valuation by JLL used ten-year projections of a series of cash flows of each property interest. The cash flows used in the valuation reflect the known conditions existing at the reporting date. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| To this projected cash flow series, an appropriate, market derived discount rate is applied to establish the present value of the cash flows associated with each property. The discount rate of the individual properties is adjusted to provide an individual property value that is consistent with comparable market transactions. For properties without a comparable market transaction JLL use the data from market transactions to adjust the discount rate to reflect differences in the location of the property, its condition, its tenants and rent. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The duration of the cash flow and the specific timing of inflows and outflows are determined by events such as rent reviews, lease renewal and related lease up periods, re-letting, redevelopment, or refurbishment. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Periodic cash flow includes cash flows relating to gross income less vacancy, non-recoverable expenses, collection losses, lease incentives, maintenance costs, agent and commission costs and other operating and management expenses. The series of periodic net operating cash flows, along with an estimate of the terminal value anticipated at the end of the ten-year projection period, is then discounted. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Where an individual property has the legal and practical ability to be converted into individual apartments (condominiums) for sale as a condominium, dependent upon the stage of the legal permissions, the additional value created by the conversion is reflected via a lower discount rate applied. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The principal inputs to the valuation are as follows: | | | | Year ended |
| Year ended | | |||||||
|
|
| | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | Range |
| Range | |
|
|
| | | | | | | | | | | | | | |
|
| Residential Properties |
|
| | | | | | | | | | | | |
|
|
|
| | | | | | | | | | | | | |
|
| Market Rent |
| | | | | | | | | | | | | |
|
| Rental Value (€ per sq. p.m.) | | | | | | | | | | | 9.8 - 16.3 | | 9.75 - 15.50 | |
|
| Stabilised residency vacancy (% per year) | | | | | | | | 0 - 5 | | 1 - 10 | | |||
|
| Tenancy vacancy fluctuation (% per year) | | | | | | 0 - 9 | | 4 - 10 | | |||||
|
| | | | | | | | | | | | | | | |
|
| Commercial Properties |
|
|
| | | | | | | | | | | |
|
|
|
| | | | | | | | | | | | | |
|
| Market Rent |
| | | | | | | | | | | | | |
|
| Rental Value (€ per sq. p.m.) | | | | | | | | | | | 4.58 - 36.83 | | 4.6 - 35.4 | |
|
| Stabilised commercial vacancy (% per year) | | | | | | | | 2 - 100 | | 0.5 - 89.3 | | |||
|
| | | | | | | | | | | | ||||
|
| Estimated Rental Value (ERV) |
| | | | | | | | | | | | | |
|
| ERV per year per property (€'000) | | | | | | | | | | | 39 - 2,605 | | 54 - 2,553 | |
|
| ERV (€ per sq. p.m.) | | | | | | | | | | | 9.67 - 16.95 | | 9.75 - 15.50 | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Financial Rates - blended average |
| | | | | | | | | | | | | |
|
| Discount rate (%) | | | | | | | | | | | 4.5 | | 4.1 | |
|
| Portfolio Gross yield (%) | | | | | | | | | | | 3.3 | | 2.8 | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Having reviewed the JLL report, the Directors are of the opinion that this represents a fair and reasonable valuation of the properties and have consequently adopted this valuation in the preparation of the consolidated financial statements. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The valuations have been prepared by JLL on a consistent basis at each reporting date and the methodology is consistent and in accordance with IFRS which requires that the 'highest and best use' value is taken into account where that use is physically possible, legally permissible and financially feasible for the property concerned, and irrespective of the current or intended use. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Sensitivity |
| | | | | | | | | | | | | |
|
| Changes in the key assumptions and inputs to the valuation models used would impact the valuations as follows: | | | | | | |||||||||
|
| | | | | | | | | | | | | | | |
|
| Vacancy: A change in vacancy by 1% would not materially affect the investment property fair value assessment. | | | | | | | ||||||||
|
| | | | | | | | | | | | | | | |
|
| Discount rate: An increase of 0.25% in the discount rate would reduce the investment property fair value by €47.7 million, and a decrease in the discount rate of 0.25% would increase the investment property fair value by €48.4 million. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| There are, however, inter-relationships between unobservable inputs as they are determined by market conditions. The existence of an increase of more than one unobservable input could amplify the impact on the valuation. Conversely, changes on unobservable inputs moving in opposite directions could cancel each other out, or lessen the overall effect. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group values all investment properties in one of three ways; | | | | | | | | | | | | |||
|
| | | | | | | | | | | | | | | |
|
| Rental Scenario |
| | | | | | | | | | | | | |
|
| Where properties are intended to be held by the Group for the foreseeable future, they are reported under the "Rental Scenario", and valued using the discounted cash flow methodology disclosed above. In general the market participants are willing to pay higher prices for properties where physical and legal requirements are fulfilled and it is financially feasible to sell units individually. In these cases the market values are still calculated on a rental basis but are adjusted to implement the described potential increase in value. JLL calculates the market value of these assets in what is referred to as a "Privatisation potential", which includes a deduction to the rental scenario discount rate for each completed step met when transitioning from the rental scenario to condominium scenario. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Condominium Scenario |
| | | | | | | | | | | | | |
|
| Where properties have the potential or the benefit of all relevant permissions required to sell apartments individually (condominiums), and have been approved for sale by the Board, then we refer to this as a 'condominium scenario'. Properties expected to be sold in the coming year from these assets are considered held for sale under IFRS 5 and can be seen in note 17. The market value of the Privatisation potential of these assets is reported under the Condominium Scenario. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Disposal Scenario |
| | | | | | | | | | | | | |
|
| Where properties have been notarised for sale prior to the reporting date, but have not completed; they are held at their notarised disposal value. These assets are considered held for sale under IFRS 5 and can be seen in note 17. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The table below sets out the assets valued using these 3 scenarios: | | | | | | | | | | | | |||
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
| Rental scenario | | | | | | | | | | | 614,973 | | 738,554 | |
|
| Condominium scenario | | | | | | | | | | | 57,610 | | 28,470 | |
|
| Disposal scenario | | | | | | | | | | | 2,984 | | 8,880 | |
|
| Total | | | | | | | | | | | 675,567 | | 775,904 | |
|
| | | | | | | | | | | | | | | |
|
| The movement in the fair value of investment properties is included in the Consolidated Statement of Comprehensive Income as 'investment property revaluation loss' and comprises: | | |||||||||||||
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
| Investment properties | | | | | (96,198) | | (41,647) | | ||||||
|
| Investment properties held for sale (see note 17) | | | | | (1,100) | | (594) | | ||||||
|
| | | | | | | | | | | | (97,298) | | (42,241) | |
|
| | | | | | | | | | | | | | | |
|
| 17. Investment properties - held for sale | | | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
| Fair value - held for sale investment properties |
| | | | | | | | ||||||
|
| | | | | | | | | | | | | | | |
|
| At 1 January |
| | | | | | | | | | 14,527 | | 41,631 | |
|
| Transferred from / (to) investment properties | | | | | | | | | | | 59,453 | | (14,566) | |
|
| Capital expenditure | | | | | | | | | | | 481 | | 1,038 | |
|
| Properties sold | | | | | | | | | | | (12,767) | | (12,982) | |
|
| Valuation loss on properties held for sale | | | | | | (1,100) | | (594) | | |||||
|
| At 31 December |
| | | | | | | | | | 60,594 | | 14,527 | |
|
| | | | | | | | | | | | | | | |
|
| Investment properties are re-classified as current assets and described as 'held for sale' in three different situations: Properties notarised for sale at the reporting date, Properties where at the reporting date the group has obtained and implemented all relevant permissions required to sell individual apartment units, and efforts are being made to dispose of the assets (condominium); and Properties which are being marketed for sale but have currently not been notarised. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Properties which no longer satisfy the criteria for recognition as held for sale are transferred back to investment properties at fair value. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Properties notarised for sale by the reporting date are valued at their disposal price (disposal scenario), and other properties are valued using the rental and condominium scenarios (see note 16) as appropriate. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Investment properties held for sale are all expected to be sold within 12 months of the reporting date based on management knowledge of current and historic market conditions. While whole properties have been valued under a condominium scenario in note 16, only units expected to be sold have been transferred to assets held for sale. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The investment properties held for sale have debt of €28.9m (2022: €6.9m) that is repayable upon sale of those investment properties. | | | | |||||||||||
|
| | | | | | | | | | | | | | | |
|
| 18. Property, plant and equipment |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | Equipment | |
|
|
| | | | | | | | | | | | | €'000 | |
|
| Cost or valuation |
| | | | | | | | | | | | | |
|
| As at 1 January 2022 | | | | | | | | | | | | | 109 | |
|
| As at 31 December 2022 | | | | | | | | | | | | | 109 | |
|
| Additions | | | | | | | | | | | | | 54 | |
|
| As at 31 December 2023 | | | | | | | | | | | | | 163 | |
|
|
| | | | | | | | | | | | | | |
|
| Accumulated depreciation and impairment |
| | | | | | | | | |||||
|
| As at 1 January 2022 | | | | | | | | | | | | | 89 | |
|
| Charge for the year | | | | | | | | | | | | | 8 | |
|
| As at 31 December 2022 | | | | | | | | | | | | | 97 | |
|
| Charge for the year | | | | | | | | | | | | | 55 | |
|
| As at 31 December 2023 | | | | | | | | | | | | | 152 | |
|
| | | | | | | | | | | | | | | |
|
| Carrying amount |
| | | | | | | | | | | | | |
|
| As at 31 December 2022 | | | | | | | | | | | | | 12 | |
|
| As at 31 December 2023 | | | | | | | | | | | | | 11 | |
|
| | | | | | | | | | | | | | | |
|
| 19. Other financial assets at amortised cost | | | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
| Non-current |
| | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| At 1 January |
| | | | | | | | | | 828 | | 926 | |
|
| Repayments | | | | | | | | | | | (24) | | (122) | |
|
| Accrued interest | | | | | | | | | | | 24 | | 24 | |
|
| At 31 December |
| | | | | | | | | | 828 |
| 828 | |
|
|
| | | | | | | | | | | | | | |
|
| The Company entered into a loan agreement with the minority interest of Accentro Real Estate AG in relation to the acquisition of the assets as share deals. This loan bears interest at 3% per annum. | | |||||||||||||
|
| These assets are considered to have low credit risk and any loss allowance would be immaterial. | | |||||||||||||
|
|
20. Trade and other receivables |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
| Current |
| | | | | | | | | | | | | |
|
| Trade receivables | | | | | | | | | | | 759 | | 932 | |
|
| Less: impairment provision | | | | | | | | | | | (297) | | (373) | |
|
| Net receivables | | | | | | | | | | | 462 | | 559 | |
|
| Prepayments and accrued income | | | | | | 235 | | 68 | | |||||
|
| Service charges receivable | | | | | | | | | | | 6,797 | | 6,192 | |
|
| Other receivables | | | | | | | | | | | 5,340 | | 3,249 | |
|
| | | | | | | | | | | | 12,834 |
| 10,068 | |
|
|
| | | | | | | | | | | | | | |
|
| Other receivables include €1.2m in respect of real estate transfer tax recoverable in relation to the disposal of the Erkner development. | | |||||||||||||
|
| Other receivables include €2.7m due in respect of investment properties sold. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Ageing analysis of trade receivables |
| | | | | | | |||||||
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Up to 12 months | | | | | | | | | | | 463 | | 540 | |
|
| Between 1 year and 2 years | | | | | | | | | | | (1) | | 19 | |
|
| | | | | | | | | | | | 462 | | 559 | |
|
| Impairment of trade and service charge receivables | | |||||||||||||
|
| The Group calculates lifetime expected credit losses for trade and service charge receivables using a portfolio approach. Receivables are grouped based on the credit terms offered and the type of lease. The probability of default is determined at the year-end based on the aging of the receivables, and historical data about default rates. That data is adjusted if the Group determines that historical data is not reflective of expected future conditions due to changes in the nature of its tenants and how they are affected by external factors such as economic and market conditions. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| On this basis, the loss allowance as at 31 December 2023, and on 31 December 2022 was determined as set out below. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group applies the following loss rates to trade receivables. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| As noted below, a loss allowance of 50% (2022: 50%) has been recognised for trade receivables that are more than 60 days past due except for any receivables relating to the Mietendeckel which are expected to be recovered in full. Any receivables where the tenant is no longer resident in the property are provided for in full. | | |||||||||||||
|
| | | | | | Aging | | ||||||||
|
| Trade receivables: | | | | | | | 0-60 days |
| Over 60 days |
| Non-current tenant |
| Total 2023 | |
|
| Expected loss rate (%) | | | | | | | 0% | | 50% | | 100% | | | |
|
| Gross carrying amount (€'000) | | | | | | | 286 | | 352 | | 121 | | 759 | |
|
| Loss allowance provision (€'000) | | | | | | | - | | (176) | | (121) | | (297) | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | Aging | | ||||||||
|
| Trade receivables: | | | | | | | 0-60 days |
| Over 60 days |
| Non-current tenant |
| Total 2022 | |
|
| Expected loss rate (%) | | | | | | | 0% | | 50% | | 100% | | | |
|
| Gross carrying amount (€'000) | | | | | | | 328 | | 462 | | 142 | | 932 | |
|
| Loss allowance provision (€'000) | | | | | | | - | | (231) | | (142) | | (373) | |
|
| | | | | | | | | | | | | | | |
|
| Movements in the impairment provision against trade receivables are as follows: | | |||||||||||||
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Balance at the beginning of the year | | | | | | 373 | | 315 | | |||||
|
| Impairment losses recognised | | | | | | | | | | | 952 | | 868 | |
|
| Amounts written off as uncollectable | | | | | | | | (1,028) | | (810) | | |||
|
| Balance at the end of the year | | | | | | | | | | | 297 | | 373 | |
|
| | | | | | | | | | | | | | | |
|
| All impairment losses relate to the receivables arising from tenants. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| 21. Cash and cash equivalents |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Cash at banks | | | | | | | | | | | 9,287 | | 11,156 | |
|
| Cash at agents | | | | | | | | | | | 1,711 | | 1,329 | |
|
| Cash and cash equivalents | | | | | | | | | | | 10,998 |
| 12,485 | |
|
| | | | | | | | | | | | | | | |
|
| 22. Borrowings |
| | | | | | | | | | | | | |
|
| | | | | | | | 31 December 2023 |
| 31 December 2022 | | ||||
|
|
| | | | | | Nominal value |
| Book value |
| Nominal value |
| Book value | | |
|
|
| | | | | | | €'000 |
| €'000 |
| €'000 |
| €'000 | |
|
| Current liabilities |
| | | | | | | | | | | | | |
|
| Bank loans and accrued interest - NATIXIS Pfandbriefbank AG | | | | 1,419 | | 405 | | 1,031 | | 19 | | |||
|
| Bank loans - Berliner Sparkasse | | | | 1,027 | | 1,027 | | 801 | | 801 | | |||
|
| | | | | | | | 2,446 | | 1,432 | | 1,832 | | 820 | |
|
| Non-current liabilities |
| | | | | | | | | | | | | |
|
| Bank loans - NATIXIS Pfandbriefbank AG | | | | | | 262,218 | | 260,502 | | 253,602 | | 250,872 | | |
|
| Bank loans - Berliner Sparkasse | | | | 59,309 | | 59,309 | | 60,392 | | 60,392 | | |||
|
| | | | | | | | 321,527 | | 319,811 | | 313,994 | | 311,264 | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | 323,973 |
| 321,243 |
| 315,826 |
| 312,084 | |
|
|
| | |||||||||||||
|
| The fair value of borrowings approximated their book value at the date of the consolidated statement of financial position. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The difference between book values and nominal values in the table above relates to unamortised transaction cost. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group has complied with the financial covenants of its borrowing facilities during the 2023 and 2022 reporting periods. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Financial covenants relating to the Natixis Pfandbriefbank AG loans include a projected interest cover of at least 150%, minimum debt yield of 4.3% and a maximum loan to value of 67.5%. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| There are no financial covenants relating to the Berliner Sparkasse loans. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Natixis Pfandbriefbank AG loans mature on 11 September 2026 and the Berliner Sparkasse loans mature between 31 December 2026 and 31 October 2027. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| All borrowings are secured against the investment properties of the Group. The Group had no undrawn debt facilities as at 31 December 2023 (2022: €39.0m). | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Interest rate risk concentration |
| | | | | | | | | | | | | |
|
| | Interest rate basis |
| Fixed Interest % |
| Fixed Interest % |
| Floating Interest % |
| Total loans |
| Hedged against floating rate loans | | ||
|
|
| Interest rate range |
| 1-2% |
| 2-3% |
| Euribor |
| | | | | ||
|
| | | | | | €'000 |
| €'000 |
| €'000 |
| €'000 |
| €'000 | |
|
|
| NATIXIS Pfandbriefbank AG | | - | | - | | 262,218 | | 262,218 | | 219,000 | | ||
|
| | Berliner Sparkasse | | 39,832 | | 3,800 | | 16,704 | | 60,336 | | 11,684 | | ||
|
| | | | | | | | | | | | | | | |
|
| | Total | | | | 39,832 |
| 3,800 |
| 278,922 |
| 322,554 |
| 230,684 | |
|
|
| | | | | | | | | | | | | | |
|
| 23. Trade and other payables |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Trade payables | | | | | | | | | | | 4,033 | | 4,525 | |
|
| Accrued liabilities | | | | 1,601 | | 1,485 | | |||||||
|
| Service charges payable | | | | | | | | | | | 6,255 | | 5,394 | |
|
| Advanced payment received on account | | | | | | | | | | | 101 | | 3,700 | |
|
| Deferred income | | | | | | | | | | | - | | 26 | |
|
| | | | | | | | | | | | 11,990 |
| 15,130 | |
|
|
| | | | | | | | | | | | | | |
|
| Advanced payment received on account relates to disposal proceeds received prior to the statement of financial position date for units that proceeded to change ownership in the first quarter of the following financial year. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 24. Derivative financial instruments |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
| Interest rate swaps - carried at fair value through profit or loss |
| | | | | |||||||||
|
| Balance at 1 January | | | | | | | | | | | 16,036 | | (10,884) | |
|
| Fair value movement through profit or loss | | | | (7,240) | | 26,920 | | |||||||
|
| Balance at 31 December | | | | | | | | | | | 8,796 |
| 16,036 | |
|
|
| | | | | | | | | | | | | | |
|
| The notional principal amounts of the outstanding interest rate swap contracts at 31 December 2023 were €231,049,375 (2022: €214,878,750). At 31 December 2023 the fixed interest rates vary from 0.775% to 3.21% with the floating interest based on 3 month Euribor (2022: 0.775% to 1.287%) and mature between September 2026 and February 2027. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The interest-rate swaps are valued by an independent third party specialist. The market value calculation is based on the present value of the counterparty payments, the fixed interest, and the present value of the payments to be received, and the floating interest. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The amounts disclosed in the tables below are the contractual undiscounted cash flows. Undiscounted cash flows in respect of balances due within 12 months generally equal their carrying amounts in the consolidated statement of financial position, as the impact of discounting is not significant. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Maturity analysis of interest rate swaps |
| | | | | |||||||||
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Less than 1 year | | | | | | | | | | | 5,416 | | 4,686 | |
|
| Between 1 and 2 years | | | | | | | | | | | 2,190 | | 5,055 | |
|
| Between 2 and 5 years | | | | | | | | | | | 1,441 | | 7,261 | |
|
| More than 5 years | | | | | | | | | | | - | | - | |
|
| | | | | | | | | | | | 9,046 | | 17,002 | |
|
|
| | | | | | | | | | | | | | |
|
| Maturity analysis of interest rate swaps as of 31 December 2023 |
| | | | | |||||||||
|
| | | | | | | | Year |
| Pay Fixed |
| Receive Floating |
| Net | |
|
|
| | | | | | | | | €'000 |
| €'000 |
| €'000 | |
|
|
| | | | | | | 2024 | | (2,775) | | 8,191 | | 5,416 | |
|
| | | | | | | | 2025 | | (2,765) | | 4,955 | | 2,190 | |
|
| | | | | | | | 2026 | | (2,397) | | 3,816 | | 1,418 | |
|
| | | | | | | | 2027 | | (13) | | 36 | | 22 | |
|
| | | | | | | | Total |
| (7,951) |
| 16,997 |
| 9,046 | |
|
|
| | | | | | | | | | | | | | |
|
| 25. Share based payment reserve |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | Performance fee | | ||
|
|
| | | | | | | | | | | | | €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Balance at 1 January 2022 | | | | | | | | | | | | | 343 | |
|
| | | | | | | | | | | | | | | |
|
| Fee charge for the year | | | | | | | | | | | | | (343) | |
|
| Balance at 31 December 2022 | | | | | | | | | | | | | - | |
|
| | | | | | | | | | | | | | | |
|
| Fee charge for the year | | | | | | | | | | | | | - | |
|
| Balance at 31 December 2023 | | | | | | | | | | | | | - | |
|
|
| | | | | | | | | | | | | | |
|
| The share based payment reserve was established in relation to the issue of shares for the payment of the performance fee to the property advisor. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Property Advisor performance fee |
| | | | | | | | | | | | | |
|
| The Property Advisor is entitled to an asset and estate management performance fee, measured over consecutive three year periods, equal to 15% of the excess by which the annual EPRA NTA total return of the Group exceeds 8% per annum, compounding (the 'Performance Fee'). The Performance Fee is subject to a high watermark, being the higher of: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| (i) EPRA NTA per share at 1 January 2021; and | | | | | | | | | | | | | | |
|
| (ii) the EPRA NTA per share at the end of a Performance Period in relation to which a performance fee was earned in accordance with the provisions contained with the Property Advisor and Investor Relations Agreement. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Should a fee be due, the fee will be settled shortly after the release of the 2023 annual report in shares of the Company and, being determined by reference to an equity based formula, meets the definition of a share based payment arrangement. There is no fee due to be settled for the current period. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The right to the payment of a performance fee was waived by the Property Advisor in July 2023 as part of an amended fee arrangement (note 32). | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 26. Stated capital |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
| Issued and fully paid: | | | | | | | | | | | | | | |
|
| At 1 January | | 196,578 | | 196,578 | | |||||||||
|
| At 31 December | | 196,578 |
| 196,578 | | |||||||||
|
|
| | | | | | | | | | | | | | |
|
| The number of shares in issue at 31 December 2023 was 100,751,410 (31 December 2022: 100,751,410). | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Treasury shares |
| | | | | | | | | | | | | |
|
| The reserve for the Company's treasury shares comprises the cost of the Company's shares held by the Group. At 31 December 2023, the Group held 8,924,047 of the Company's shares (2022: 8,924,047). During the year no further shares were purchased in the market. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 27. Non-controlling interests | | | | | | | | | Non-controlling interest % | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | €'000 |
| €'000 | | |
|
|
| | | | | | | | | | | | | | |
|
| Phoenix Spree Mueller GmbH | | | | | | | | | 5.1% | | 1,359 | | 1,571 | |
|
| Phoenix Spree Gottlieb GmbH | | | | | | | | | 5.1% | | 1,143 | | 1,307 | |
|
| Jühnsdorfer Weg Immobilien GmbH | | | | | | | | | 5.1% | | 65 | | 334 | |
|
| | | | | | | | | | | | 2,567 |
| 3,212 | |
|
|
| | | | | | | | | | | | | | |
|
| The following is summarised financial information for the subsidiaries which have material NCI, prepared in accordance with IFRS. The information is before inter-company eliminations with other companies in the Group. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | Phoenix Spree Mueller GmbH |
| Phoenix Spree Gottlieb GmbH |
| Jühnsdorfer Weg Immobilien GmbH |
| 31 December 2023 | |
|
|
| | | | | | | €'000 |
| €'000 |
| €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Revenue | | | | | | | 1,272 | | 1,218 | | 2,194 | | 4,684 | |
|
| Loss | | | | | | | (4,137) | | (3,191) | | (5,286) | | (12,614) | |
|
| Loss attributable to NCI | | | | | | | (211) |
| (162) |
| (270) |
| (643) | |
|
|
| | | | | | | | | | | | | | |
|
| Non-current assets | | | | | | | 30,400 | | 28,300 | | 48,500 | | 107,200 | |
|
| Current assets | | | | | | | 4,921 | | 7,604 | | 11,031 | | 23,556 | |
|
| Non-current liabilities | | | | | | | (8,098) | | (12,943) | | (47,415) | | (68,456) | |
|
| Current liabilities | | | | | | | (565) | | (533) | | (10,845) | | (11,943) | |
|
| Net assets | | | | | | | 26,658 | | 22,428 | | 1,271 | | 50,357 | |
|
| Net assets attributable to NCI | | | | | | | 1,359 |
| 1,143 |
| 65 |
| 2,567 | |
|
|
| | | | | | | | | | | | | | |
|
| Cashflows from operating activities | | | | | | | 117 | | 141 | | 387 | | 645 | |
|
| Cashflows from investing activities | | | | | | | (2) | | (4) | | (2,073) | | (2,079) | |
|
| Cashflows from financing activities | | | | | | | (68) | | (332) | | 2,351 | | 1,951 | |
|
| Net increase in cash and cash equivalents | | | | | | 47 |
| (195) |
| 665 |
| 517 | | |
|
|
|
| | | | | | | | | | | | | |
|
| 28. Earnings per share and EPRA earnings per share |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | | | | |
|
| Earnings per share |
| | | | | | | | | | | | | |
|
| Earnings for the purposes of basic earnings per share being net profit attributable to owners of the parent (€'000) | | | | (98,112) | | (15,435) | | |||||||
|
| Weighted average number of ordinary shares for the purposes of basic earnings per share (Number) | | | | 91,827,363 | | 92,139,098 | | |||||||
|
| Effect of dilutive potential ordinary shares (Number) | | | | - | | - | | |||||||
|
| Weighted average number of ordinary shares for the purposes of diluted earnings per share (Number) | | | | 91,827,363 | | 92,139,098 | | |||||||
|
| | | | | | | | | | | | | | | |
|
| Earnings per share (€) | | | | | | | | | | | (1.07) | | (0.17) | |
|
| Diluted earnings per share (€) | | | | | | | | | | | (1.07) | | (0.17) | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
| EPRA earnings per share |
| | | | | | | | | | | | | |
|
| Earnings for the purposes of basic earnings per share being net profit attributable to owners of the parent (€'000) | | | | (98,112) | | (15,435) | | |||||||
|
| Changes in value of investment properties | | | | | | | | | 97,298 | | 42,241 | | ||
|
| Loss on disposal on investment properties | | | | 4,282 | | 185 | | |||||||
|
| Changes in fair value of financial instruments | | | | 7,240 | | (27,263) | | |||||||
|
| Deferred tax adjustments | | | | | | | | | | | (13,609) | | (2,556) | |
|
| Change in Non-controlling interest | | | | | | | | | | | (391) | | (13) | |
|
| EPRA Earnings | | | | | | | | | | | (3,292) | | (2,841) | |
|
| | | | | | | | | | | | | | | |
|
| Weighted average number of ordinary shares for the purposes of basic earnings per share (Number) | | | | 91,827,363 | | 92,139,098 | | |||||||
|
| EPRA Earnings per Share (€) | | | | | | | | | | | (0.04) | | (0.03) | |
|
| Diluted EPRA Earnings per Share (€) | | | | | | | | | | | (0.04) | | (0.03) | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| 29. Net asset value per share and EPRA net asset value | | | | | | | | | | | | |||
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | | | | |
|
| Net assets (€'000) | | | | | | | | | | | 315,067 | | 413,179 | |
|
| Number of participating ordinary shares | | | | | | | | 91,827,363 | | 91,827,363 | | |||
|
| | | | | | | | | | | | | | | |
|
| Net asset value per share (€) | | | | | | | | | | | 3.43 | | 4.50 | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| EPRA NRV (Net Reinstatement Value) - this includes transfer duties of the property assets. | | |||||||||||||
|
| EPRA NTA (Net Tangible Assets) - the Company buys and sells assets leading to taking account of certain liabilities. | | |||||||||||||
|
| EPRA NDV (Net Disposal Value) - the value for the shareholder in the event of a liquidation. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The net asset value calculation is based on the Group's shareholders' equity which includes the fair value of investment properties, properties held for sale as well as financial instruments. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The number of diluted shares does not include treasury shares. | | |||||||||||||
|
| | | | | | | | | | EPRA NRV |
| EPRA NTA |
| EPRA NDV | |
|
|
| | | | | | | | | €'000 |
| €'000 |
| €'000 | |
|
| At 31 December 2023 |
| | | | | | | | | | | | | |
|
| IFRS Equity attributable to shareholders | | | | | | | | | 315,067 | | 315,067 | | 315,067 | |
|
| | | | | | | | | | | | | | | |
|
| Diluted NAV |
| | | | | | | | 315,067 |
| 315,067 |
| 315,067 | |
|
| Diluted NAV at Fair Value |
| | | | | | | | 315,067 |
| 315,067 |
| 315,067 | |
|
| Exclude*: |
| | | | | | | | | | | | | |
|
| Deferred tax in relation to revaluation gains / losses of Investment Property and derivatives | | | | 57,311 | | 57,311 | | - | | |||||
|
| Fair value of financial instruments | | | | | | | | | (8,796) | | (8,796) | | - | |
|
| Include*: |
| | | | | | | | | | | | | |
|
| Fair value of fixed interest rate debt | | | | | | | | | | | | | 3,712 | |
|
| Real estate transfer tax | | | | | | | | | 60,345 | | - | | | |
|
| NAV |
| | | | | | | | 423,927 |
| 363,582 |
| 318,779 | |
|
| Fully diluted number of shares | | | | | | | | | 91,827,363 | | 91,827,363 | | 91,827,363 | |
|
| NAV per share (€) |
| | | | | | | | 4.62 |
| 3.96 |
| 3.47 | |
|
|
| | | | | | | | | | | | | | |
|
| | | | | | | | | |
|
|
|
|
| |
|
| | | | | | | | | | EPRA NRV |
| EPRA NTA |
| EPRA NDV | |
|
|
| | | | | | | | | €'000 |
| €'000 |
| €'000 | |
|
| At 31 December 2022 |
| | | | | | | | | | | | | |
|
| IFRS Equity attributable to shareholders | | | | | | | | | 413,179 | | 413,179 | | 413,179 | |
|
| | | | | | | | | | | | | | | |
|
| Diluted NAV |
| | | | | | | | 413,179 |
| 413,179 |
| 413,179 | |
|
| Diluted NAV at Fair Value |
| | | | | | | | 413,179 |
| 413,179 |
| 413,179 | |
|
| Exclude: |
| | | | | | | | | | | | | |
|
| Deferred tax in relation to revaluation gains / losses of Investment Property and derivatives | | | | 70,920 | | 70,920 | | - | | |||||
|
| Fair value of financial instruments | | | | | | | | | (16,036) | | (16,036) | | - | |
|
| Include: |
| | | | | | | | | | | | | |
|
| Fair value of fixed interest rate debt | | | | | | | | | - | | - | | 2,829 | |
|
| Real estate transfer tax | | | | | | | | | 63,176 | | - | | - | |
|
| NAV |
| | | | | | | | 531,239 |
| 468,063 |
| 416,008 | |
|
| Fully diluted number of shares | | | | | | | | | 91,827,363 | | 91,827,363 | | 91,827,363 | |
|
| NAV per share (€) |
| | | | | | | | 5.79 |
| 5.10 |
| 4.53 | |
|
|
| | | | | | | | | | | | | | |
|
| 30. Financial instruments |
| | | | | | | | | | | | | |
|
| The Group is exposed to the risks that arise from its use of financial instruments. This note describes the objectives, policies and processes of the Group for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout the consolidated financial statements. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Principal financial instruments | | |||||||||||||
|
|
| | | | | | | | | | | | | | |
|
| The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows: | | |||||||||||||
|
| • Cash and cash equivalents | | |||||||||||||
|
| • Trade and other receivables | | |||||||||||||
|
| • Other financial assets | | | | | | | | | | | | | | |
|
| • Trade and other payables | | |||||||||||||
|
| • Borrowings | | |||||||||||||
|
| • Derivative financial instruments | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group held the following financial assets at each reporting date: | | |||||||||||||
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Amortised cost |
| | | | | | | | | | | | | |
|
| Trade and other receivables - current | | | | | | | | 12,599 | | 10,000 | | |||
|
| Cash and cash equivalents | | | | | | | | | | | 10,998 | | 12,485 | |
|
| Other financial assets at amortised cost | | | | 828 | | 828 | | |||||||
|
| | | | | | | | | | | | 24,425 |
| 23,313 | |
|
| Fair value through profit or loss |
| | | | | | | | | | | | | |
|
| Derivative financial asset - interest rate swaps | | | | | | 8,796 | | 16,036 | | |||||
|
| | | | | | | | | | | | 8,796 |
| 16,036 | |
|
|
| | | | | | | | | | | | | | |
|
| | | | | | | | | | | | 33,221 |
| 39,349 | |
|
|
| | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| The Group held the following financial liabilities at each reporting date: | | |||||||||||||
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
| At amortised cost |
| | | | | | | | | | | | | |
|
| Borrowings payable: current | | | | | | | | | | | 1,432 | | 820 | |
|
| Borrowings payable: non-current | | | | | | | | | | | 319,811 | | 311,264 | |
|
| Trade and other payables | | | | | | | | | | | 11,990 | | 15,130 | |
|
| | | | | | | | | | | | 333,233 |
| 327,214 | |
|
|
| | | | | | | | | | | | | | |
|
| | | | | | | | | | | | 333,233 |
| 327,214 | |
|
| | | | | | | | | | | | | | | |
|
| Fair value of financial instruments |
| | | | | | | | | | | | | |
|
| The fair values of the financial assets and liabilities are not materially different to their carrying values due to the short term nature of the current assets and liabilities. Due to the commercial variable rates applied to the long term liabilities, and the relatively short term nature, the fair value of these positions are not considered to be materially different from their carrying value. Fixed rate long term liabilities account for approximately 13% of total borrowing, and while the fair value of these positions would likely differ more than the fair value of borrowing at commercial variable rates, given the relatively short term nature of the lending maturing within the next 4 years and the projected gradual decrease in Euribor rates over the same period, bringing the rates back down to similar rates to the current fixed lending rates, it is also considered that the fair value of these position would not be materially different from their carrying value. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The interest rate swap was valued by the respective counterparty banks by comparison with the market price for the relevant date. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The interest rate swaps are expected to mature between September 2026 and February 2027. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities; | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| During each of the reporting periods, there were no transfers between valuation levels. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Group Fair Values |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
| Financial assets/ (liabilities) |
| | | | | | | | | | €'000 |
| €'000 | |
|
| Interest rate swaps - Level 2 - current | | | | | | | | | | | - | | - | |
|
| Interest rate swaps - Level 2 - non-current | | | | | | | | | | | 8,796 | | 16,036 | |
|
| | | | | | | | | | | | 8,796 |
| 16,036 | |
|
|
| | | | | | | | | | | | | | |
|
| Financial risk management |
| | | | | | | | | | | | | |
|
| The Group is exposed through its operations to the following financial risks: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| • Interest rate risk | | | | | | | | | | | | | | |
|
| • Foreign exchange risk | | | | | | | | | | | | | | |
|
| • Credit risk | | | | | | | | | | | | | | |
|
| • Liquidity risk | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| The Group's policies for financial risk management are outlined below. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Interest rate risk |
| | | | | | | | | | | | | |
|
| The Group's interest rate risk arises from certain of its borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group is also exposed to interest rate risk on cash and cash equivalents. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Under interest rate swap contracts, the Group agrees to exchange the difference between fixed and floating rate interest amounts calculated on agreed notional principal amounts. Such contracts enable the Group to mitigate the risk of changing interest rates on the cash flow exposures on the issued variable rate debt held. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Sensitivity analysis has not been performed as all variable rate borrowings have been swapped to fixed interest rates, and potential movements on cash at bank balances are immaterial. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group gives careful consideration to interest rates when considering its borrowing requirements and where to hold its excess cash. The Directors believe that the interest rate risk is at an acceptable level. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Foreign exchange risk |
| | | | | | | | | | | | | |
|
| The Group is exposed to foreign exchange risk on sales, purchases, and translation of assets and liabilities that are in a currency other than the functional currency (Euros). | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group does not enter into any currency hedging transactions and the Directors believe that the foreign exchange rate risk is at an acceptable level. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The carrying amount of the Group's foreign currency (non Euro) denominated monetary assets and liabilities are shown below, all the amounts are for Sterling balances only: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
| Financial assets |
| | | | | | | | | | | | | |
|
| Cash and cash equivalents | | | | | | | | | | | 215 | | 75 | |
|
| Financial liabilities |
| | | | | | | | | | | | | |
|
| Trade and other payables | | | | | | | | | | | (377) | | (494) | |
|
| Net position |
| | | | | | | | | | (162) |
| (419) | |
|
|
| | | | | | | | | | | | | | |
|
| At each reporting date, if the Euro had strengthened or weakened by 10% against GBP with all other variables held constant, post-tax profit / loss for the year would have increased/(decreased) by: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| | | | | | | Weakened by 10% Increase/(decrease) in post-tax profit / loss and impact on equity |
| Strengthened by 10% Increase/(decrease) in post-tax profit / loss and impact on equity | | |||||
|
|
| | | | | | | | | €'000 |
| | | €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| 31 December 2023 | | | | | | | | | (16) | | | | 16 | |
|
| 31 December 2022 | | | | | | | | | (42) | | | | 42 | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Credit risk management |
| | | | | | | | | | | | | |
|
| Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk arises principally from the Group's trade and other receivables and its cash balances. The Group gives careful consideration to which organisations it uses for its banking services in order to minimise credit risk. The Group has an established credit policy under which each new tenant is analysed for creditworthiness and each tenant is required to pay a two month deposit. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| At each reporting date the Group had no tenants with outstanding balances over 10% of the total trade receivables balance. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group holds cash at the following banks: Barclays Private Clients International Jersey Ltd, Deutsche Bank AG, Berliner Sparkasse, UniCredit Bank AG and Hausbank. The split of cash held at each of the banks respectively at 31 December 2023 was 22% / 59% / 6% / 4% / 9% (31 December 2022: Barclays Private Clients International Jersey Ltd, Deutsche Bank AG, Berliner Sparkasse, UniCredit Bank AG and Hausbank the split was 36% / 50% / 7% / 2% / 5%). Barclays and Berliner Sparkasse have a credit rating of A+, Deutsche Bank has a credit rating of A, UniCredit Bank AG has a credit rating of A-2 and Hausbank has a credit rating of AA-. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group holds no collateral as security against any financial asset. The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the Group's maximum exposure to credit risk. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Details of receivables from tenants in arrears at each reporting date can be found in note 20 as can details of the receivables that were impaired during each period. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| An allowance for impairment is made using an expected credit loss model based on previous experience. Management considers the above measures to be sufficient to control the credit risk exposure. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Group's maximum exposure to credit risk as no collateral or other credit enhancements are held. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Liquidity risk management |
| | | | | | | | | | | | | |
|
| Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity risk is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or damage to the Group's reputation. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Directors manage liquidity risk by regularly reviewing cash requirements by reference to short term cash flow forecasts and medium term working capital projections prepared by management. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Group maintains good relationships with its banks, which have high credit ratings. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The following table details the Group's remaining contractual maturity for its non-derivative financial liabilities with agreed maturity periods. The table has been drawn up based on the undiscounted cash flows of the financial liabilities based on the earliest date on which the Group can be required to pay. The tables include both current interest payable and principal cash flows. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Maturity analysis for financial liabilities | | |||||||||||||
|
|
| | | | | | | | | | | | | | |
|
| | | | | | Less than 1 year |
| Between 1 - 2 years |
| Between 2 - 5 years |
| More than 5 years |
| Total | |
|
|
| | | | | €'000 |
| €'000 |
| €'000 |
| €'000 |
| €'000 | |
|
| At 31 December 2023 |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Borrowings payable: current | | | | | 2,446 | | - | | - | | - | | 2,446 | |
|
| Borrowings payable: non-current | | | | | - | | - | | 321,527 | | - | | 321,527 | |
|
| Trade and other payables | | | | | 11,990 | | - | | - | | - | | 11,990 | |
|
| | | | | | 14,436 |
| - |
| 321,527 |
| - |
| 335,963 | |
|
|
| | | | | | | | | | | | | | |
|
| | | | | | Less than 1 year |
| Between 1 - 2 years |
| Between 2 - 5 years |
| More than 5 years |
| Total | |
|
|
| | | | | €'000 |
| €'000 |
| €'000 |
| €'000 |
| €'000 | |
|
| At 31 December 2022 |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Borrowings payable: current | | | | | 1,832 | | - | | - | | - | | 1,832 | |
|
| Borrowings payable: non-current | | | | | - | | - | | 313,994 | | - | | 313,994 | |
|
| Trade and other payables | | | | | 15,130 | | - | | - | | - | | 15,130 | |
|
| | | | | | 16,962 |
| - |
| 313,994 |
| - |
| 330,956 | |
|
|
| | | | | | | | | | | | | | |
|
| Loans are due to mature in September 2026 for the Natixis loan facility and between 31 December 2026 and October 2027 for the Berliner Sparkasse loan facilities. | | |||||||||||||
| | | | | | | | | | | | | | | | |
|
| 31. Capital commitments |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | 31 December 2023 | 31 December 2022 | | ||
|
|
| | | | | | | | | | | €'000 |
| €'000 | |
|
|
| | | | | | | | | | | | | | |
|
| Contracted capital commitments at the end of the year | | | | | | | | - |
| 26,750 | | |||
|
|
| | | | | | | | | | | | | | |
|
| Capital commitments include contracted obligations in respect of the acquisition, enhancement, construction, development and repair of the Group's properties. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 32. Related party transactions |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Related party transactions not disclosed elsewhere are as follows: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Property Advisor Fees |
| | | | | | | | | | | | | |
|
| In November 2018 the Company signed a new contract with the Property Advisor, which superseded the previous property advisor agreement. Under the Property Advisory Agreement for providing property advisory services, the Property Advisor will be entitled to a Portfolio and Asset Management Fee as follows: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| (i) 1.2% of the EPRA NTA of the Group where EPRA NTA of the Group is equal to or less than €500 million; and | | |||||||||||||
|
| (ii) 1% of the EPRA NTA of the Group greater than €500 million. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Property Advisor is entitled to receive a finance fee equal to: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| (i) 0.1% of the value of any borrowing arrangement which the Property Advisor has negotiated and/or supervised; and | | |||||||||||||
|
| (ii) a fixed fee of £1,000 in respect of any borrowing arrangement which the Property Advisor has renegotiated or varied. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The management fee will be reduced by the aggregate amount of any transaction fees and finance fees payable to the Property Advisor in respect of that calendar year. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Property Advisor is entitled to a capex monitoring fee equal to 7% of any capital expenditure incurred by any Subsidiary which the Property Advisor is responsible for managing. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Property Advisor is entitled to receive a transaction fee fixed at £1,000 in respect of any acquisition or disposal of property by any Subsidiary. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Property Advisor shall be entitled to a fee for Investor Relations Services at the annual rate of £75,000 payable quarterly in arrears. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Effective from 1 July 2023 for a period of 12 months, the Property Advisor fee was amended as follows: | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| (i) For a period of 12 months from the 1 July 2023, the amount payable to the Property Advisor in respect of the Portfolio and Asset Management Fee, the Capex Fee, the Finance Fees, the Transaction Fees, the Letting Fees and the Investor Relations Fees, in each case, inclusive of VAT shall be subject to a cap of €5.0 million. | | |||||||||||||
|
| (ii) The Property Advisor shall be entitled to a disposal fee equal to one (1) per cent. of the Gross Value of Assets Sold over the period of 12 months commencing on 1 July 2023 | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| QSix Residential Limited is the Group's appointed Property Advisor. Partners of QSix Residential Limited formerly sat on the Board of PSD and retain a shareholding in the Group. During the year ended 31 December 2023, an amount of €5,805,068 (€5,720,759 Management Fees and €84,309 Other expenses and fees) (2022: €6,861,680 (€6,773,608 Management Fees and €88,072 Other expenses and fees)) was payable to QSix Residential Limited. At 31 December 2023 €1,259,889 (2022: €1,584,505) was outstanding. Fees payable to the Property Advisor in relation to overseeing capital expenditure during the year of €489,829 (2022: €492,859) have been capitalised. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| The Property Advisor is also entitled to an asset and estate management performance fee. The charge for the period in respect of the performance fee was €Nil (2022: €Nil). Please refer to note 25 for more details. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Apex Financial Services (Alternative Funds) Limited, the Company's administrator provided administration and company secretarial services. During the period, fees of €680,000 were charged (2022: €651,000) with €Nil (2022: €Nil) outstanding. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Fees payable to Directors during the year amounted to €268,000 (2022: €275,000). | | |||||||||||||
|
| | | |||||||||||||
|
| Dividends paid to directors in their capacity as a shareholder amounted to €Nil (2022: €937). | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| 33. Events after the reporting date |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Since the reporting date, the Company has exchanged contracts on 9 residential condominium units for a total value of €3.4 million. In March 2024, the Company exchanged contracts to sell two multi-family assets, comprising 41 residential and 3 commercial units, for a total value of €7.4 million. | | |||||||||||||
|
|
|
|
| | | | | | | | | | | | |
|
| In January 2024, the sale of one asset completed for which contracts had been exchanged in 2023. | | |||||||||||||
|
| | | | | | | | | | | | | | | |
|
| Professional Advisors |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Property Advisor | | | | | QSix Residential Limited | | | | | | | | ||
|
| | | | | | 54-56 Jermyn Street | | | | | | | | ||
|
| | | | | | London SW1Y 6LX | | | | | | | | ||
|
| | | | | | | | | | | | | | | |
|
| Administrator, Company Secretary and Registered Office | | | | | | | | | | | | | | |
|
| | | | | | Apex Financial Services (Alternative Funds) Limited | | | | ||||||
|
| | | | | | IFC 5 | | | | | | | | ||
|
| | | | | | St Helier | | | | | | | | | |
|
| | | | | | Jersey JE1 1ST | | | | | | | | ||
|
| | | | | | | | | | | | | | | |
|
| Registrar | | | | | Link Asset Services (Jersey) Limited | | | | | |||||
|
| | | | | | IFC 5 | | | | | | | | ||
|
| | | | | | St. Helier | | | | | | | | | |
|
| | | | | | Jersey JE1 1ST | | | | | | | | ||
|
| | | | | | | | | | | | | | | |
|
| Principal Banker | | | | | Barclays Bank Plc, Jersey Branch | | | | | |||||
|
| | | | | | 13 Library Place | | | | | | | | ||
|
| | | | | | St. Helier | | | | | | | | | |
|
| | | | | | Jersey JE4 8NE | | | | | | | | ||
|
| | | | | | | | | | | | | | | |
|
| UK Legal Advisor | | | | | Stephenson Harwood LLP | | | | | |||||
|
| | | | | | 1 Finsbury Circus | | | | | |||||
|
| | | | | | London EC2M 7SH | | | | | |||||
|
| | | | | | | | | | | | | | | |
|
| Jersey Legal Advisor | | | | | Mourant | | | | | |||||
|
| | | | | | 22 Grenville St. | | | | | | | | ||
|
| | | | | | St. Helier | | | | | | | | | |
|
| | | | | | Jersey JE4 8PX | | | | | | | | ||
|
| | | | | | | | | | | | | | | |
|
| German Legal Advisor | | | | | Mittelstein Rechtsanwälte | | | | | | | | ||
|
| as to property law | | | | | Alsterarkaden 20 | | | | | | | | ||
|
| | | | | | 20354 Hamburg | | | | | | | | ||
|
| | | | | | Germany | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| German Legal Advisor as | | | | | Taylor Wessing Partnerschaftsgesellschaft mbB | | | | ||||||
|
| to German partnership law | | | | | Thurn-und-Taxis-Platz 6 | | | | | | | | ||
|
| | | | | | 60313 Frankfurt a.M. | | | | | | | | ||
|
| | | | | | Germany | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Sponsor and Broker | | Numis Securities Limited | | | | | | | | |||||
|
| | | | | | 45 Gresham Street | | | | | | | | ||
|
| | | | | | London | | | | | | | | ||
|
| | | | | | EC2V 7BF | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Independent Property Valuer | | | | | Jones Lang LaSalle GmbH | | | | | | | | ||
|
| | | | | | Rahel-Hirsch-Strasse 10 | | | | | | | | ||
|
| | | | | | 10557 Berlin | | | | | | | | | |
|
| | | | | | Germany | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
|
| Auditor | | | | | RSM UK Audit LLP | | | | | | | | ||
|
| | | | | | 25 Farringdon Street | | | | | | | | ||
|
| | | | | | London EC4A 4AB | | | | | | | | ||
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.