abrdn Property Income Trust Limited - Interim Results for the period ended 30 June 2024

Guernsey: 30 September 2024

LEI: 549300HHFBWZRKC7RW84

abrdn Property Income Trust Limited

(“API” or the “Company”)

INTERIM RESULTS FOR THE PERIOD ENDED 30 JUNE 2024

Today the Board of abrdn Property Income Trust (“API” or the “Company”) confirms the Company’s Interim Results to 30 June 2024. The results will shortly be available to view on the Company's corporate website at https://www.abrdnpit.co.uk/en-gb/literature. 

PERFORMANCE SUMMARY

* Calculated as profit for the period before tax (excluding capital items & derivative movements) divided by weighted average number of shares in issue in the period. EPRA stands for European Public Real Estate Association.

** As defined and calculated under API’s Alternative Performance Measures (as detailed in the full Interim Accounts which can be found via the following link: https://www.abrdnpit.co.uk/en-gb/literature)

*** Based on annual dividend paid of 4.0p and the share price at 30 June 2024 of 51.6p.

^ Assumes re-investment of dividends excluding transaction costs.

Sources: abrdn, MSCI

The above performance summary information excludes the effects of the transaction with GoldenTree which are explained in the Chairman’s statement.

CHAIR’S STATEMENT

Background

Following the downward trajectory of UK inflation during the second half of 2023, there were expectations at the start of 2024 that we would see a reasonably swift move towards an interest rate cutting cycle.  What transpired was somewhat different, with inflation lingering doggedly above the Bank of England target until the end of the second quarter.  This uncertainty impacted investor confidence and manifested itself in a reduced level of market activity throughout the first  six months of the year.

Since then, we have seen a rate cut at the beginning of August and a feeling, certainly in some sectors of the UK Real Estate market, that investors are feeling more confident.  However, whilst there weren’t any significant global macroeconomic shocks in the first half of 2024 like those we have experienced in recent years, the continuing war in Ukraine and the escalation of tensions in the Middle East could still impact any fragile market recovery.

Corporate Activity

As previously reported in the Company’s 2023 Annual Report & Financial Statements, the Board undertook a strategic review in the second half of 2023 prompted by concerns about the Company’s size, lack of liquidity in its shares, the discount to NAV and uncovered dividend. The outcome of this review was that the Board recommended to shareholders that they vote in favour of a proposed merger with Custodian REIT for the reasons outlined in various announcements to shareholders during the first quarter of 2024.  However, this ultimately did not garner enough shareholders of API to vote in favour of the proposal at the Extraordinary General Meeting.

Following the vote, shareholders of API were given the opportunity to vote on a proposed change to the Group’s Investment Objective from “The Company’s objective and purpose is to provide Shareholders with an attractive level of income together with the prospect of income and capital growth.” to “The Company’s investment objective is to realise all existing assets in the Company’s portfolio in an orderly manner.”  Included in this change was a revision of the investment management fees to reflect the new Investment Objective and align the interest of the Investment Manager with the sale and return of capital to shareholders. On 28 May 2024, approximately 96% of shareholders (who voted) voted in favour of this proposal and the resolution passed.

Since then, alongside the Investment Manager, the Board has explored the most effective means of disposing of the Company’s assets, with the main aim being to obtain the best achievable value for the Company’s assets at the time of their realisation, with a view to repaying borrowings and making returns of capital to shareholders. As the Board has disclosed before, we have looked at all potential disposal strategies, including individual property sales alongside a wider portfolio transaction.  Through an independent agent the whole portfolio was marketed to potential buyers in an extensive and competitive process. Following consideration of these proposals, and what might be achieved by way of individual property sales over a longer period with the associated risks, the Board selected a preferred bidder and has agreed a transaction with GoldenTree Asset Management for the sale of the entire share capital of abrdn property Holdings Limited (APH), the wholly owned subsidiary of the Company.

The transaction comprises the sale of 39 assets, being the Company’s entire investment property portfolio, with the exception of its interest in the land at Far Ralia, which will be retained by the Company for sale at a later date, subject to certain approvals. The Company’s debt facility with RBSI will be transferred in full to GoldenTree. The cash consideration for the purchase is £351m, and the Company will receive net proceeds after adjusting for debt and other net assets subject to normal adjustments including those arising from the completion process. 

GoldenTree has paid a cash deposit of £35.1m, with the balance of the consideration being payable in cash on completion which is expected to be 29 November 2024.

The consideration represents a discount of 8.0 per cent. to the Company’s external valuation of the Portfolio as at 30 June 2024 of £381.6 million, excluding the assets disposed of between 1 July 2024 and the date of this announcement, along with the interest in the land at Far Ralia.  It also implies a pro-forma net asset value of the Company as at 30 June 2024 of £244 million, equivalent to 64.0 pence per share, after adjusting for costs of the transaction

This estimated net asset value per share represents:

• a discount of 12.7 per cent. to the Company's net asset value per share of 73.3 pence as at 30 June 2024;
• a premium of 6.7 per cent. to the Company's share price of 60.0 pence as at 26 September 2024, being the closing share price immediately prior to the date of the announcement of the disposal; and
• a premium of 20.1 per cent. to the Company's share price of 53.3 pence on 28 May 2024, being the date that shareholders approved the Managed Wind-Down process.

It is intended that, following completion, returns of capital to shareholders in cash will be made as swiftly as practically possible by way of a members' voluntary liquidation. Putting the Company into liquidation will require shareholder approval.

Such returns will be subject to the net realisation value of Far Ralia, which the manager is actively marketing, adjustments arising from the completion process, the operational costs of managing the Company through to liquidation (including tax effects) and the liquidation costs.

UK Real Estate Market

After four quarters of capital declines through 2023, the MSCI Quarterly Index reflected an arrest of this trend with a decline of 0.6% in the first quarter and then 0.0% in quarter two.  This resulted in positive Total Returns of 0.6% and 1.2% for the first two quarters of the year respectively.

This recovery masks the persistent polarisation we see between sectors, with Industrial and Retail providing positive total returns, whilst Offices continue to lag with further negative capital growth.

In the Industrial sector, the strong dynamics of low supply and reasonable tenant demand has meant that rental growth is still evident, albeit at more muted levels than seen previously.  Investors continue to be attracted to this rental growth, and competition amongst buyers is driving a recovery in capital values.

The positive Retail sector performance has largely been driven by a higher relative income return and capital growth in the Retail Warehouse sub-sector.  Whilst high street retail continues to struggle with pressures on household discretionary spend, out-of-town retail continues to benefit from an increase in demand from discount and food retailers.  Vacancy rates have reduced across the Retail Warehouse sector and this has led to rental growth, fuelling investor demand.

In contrast, the Office sector continues to grapple with occupier uncertainty as companies work out a suitable strategy to incorporate hybrid working.  Despite the differing approaches being taken, the result is inevitably going to be a lower overall demand for office space.  Due to this, investors have been shying away from the sector meaning there has been a dearth of transactional evidence.  Without deal activity for valuers to form their views, it is believed that the market has fallen further than valuations.

Portfolio and Corporate Performance

The NAV total return for the six months to 30 June 2024 was -4.1%. The real estate investment portfolio returned 0.4%.

Whilst the share price continued to trade at a significant discount to the NAV for the first half of 2024, the share price total return at 1.1% has exceeded both the NAV and the property portfolio performance.

IFRS earnings decreased from 0.8p per share to -3.0p reflecting the recognition of future transaction costs associated with the Managed Wind-Down and modest property valuation declines over the first half of 2024. EPRA earnings per share decreased from 1.6p to 0.7p per share, reflecting higher debt costs and exceptional items associated with the strategic review and aborted merger.

Financial Resources and Portfolio Activity

The Company continues to be in a strong financial position with unutilised financial resources of £44.4m available in the form of its revolving credit facilities (“RCF”) net of existing cash and financial commitments.

As at the period end the Company had a Loan-to-Value (“LTV”) ratio of 28.7%, which sits within the Board’s target range.

During the first half of the year, the Company completed four property disposals for a combined £29.75m, reflecting a 0.51% premium to the December 2023 valuations.  The proceeds from these sales has been used to reduce the Company’s exposure to the RCF.

Dividends

The Board has maintained an annualised rate of 4p per share during the first half of 2024. Dividend cover for the first half of 2024 (excluding non-recurring costs) was 77.3%, reflecting a decrease from 80.6% in the first half of 2023 (also excluding non-recurring items). This is largely due to the increase in finance costs effective from April 2023 which the Company have been actively looking to mitigate throughout the year.

It is the Boards intention to pay one further 1p dividend before completion of the sale transaction and the appointment of a liquidator.

Outlook

Having exchanged contracts with GoldenTree and having received a deposit from them it is highly likely that the sale of the portfolio will take place. It is hoped that will take place on 29 November 2024.

The land at Far Ralia is the only property asset that is not part of the portfolio sale. The plan is to transfer this asset up from the subsidiary company (which is being sold) to abrdn Property Income Trust before the completion of the disposal of the portfolio. This process depends on getting certain governmental approvals. The managers and advisers are doing all they can to obtain this, but it may not be achievable. If it can’t be done before completion, and to avoid any delay in the sale of the rest of the portolio, GoldenTree has agreed to hold Far Ralia on behalf of the Company and will transfer it back once the appropriate permissions have been obtained. In the meantime, the managers are marketing the land for sale to a third party.

It is likely that a liquidator will be appointed shortly after the completion of the sale of the portfolio and the proceeds have been received by the Company. Putting the Company into a members’ voluntary liquidation will require shareholder approval at an extraordinary general meeting. If the liquidator is appointed, the Company’s shares will delist from the London Stock Exchange and the ability to trade in the shares will cease. Shortly after that the liquidator will distribute the majority of the proceeds of the portfolio sale to shareholders by way of a capital distribution. The liquidator will then seek to sell Far Ralia, settle all Company liabilities, wind-up the Company and distribute the remaining cash balances to shareholders.

The timing of the final wind-up of the company is highly dependent on when Far Ralia is sold.

The last two years have been testing for the company and all its stakeholders. The rapid rise in financing costs, the continued difficulties in the office market as it adjusted to the post COVID world, the erosion of the yield advantage property companies had over gilts, the negative sentiment towards alternative assets and the wide discounts to net asset values in the closed end fund market all amounted to a very challenging backdrop.

Throughout that period the board have focused solely on what they believed was in the best interests of shareholders.

The Board, having considered the potential alternatives including the present value of what could realistically be achieved by an asset-by-asset disposal, believes that this transaction represents an effective execution of the Managed Wind-Down process.  It provides greater price certainty and a quicker return of proceeds for shareholders through realising the substantial majority of the investment portfolio in a single transaction. The Board and the Manager believe that this is the best achievable outcome for shareholders at this time.

27 September 2024

James Clifton-Brown

INVESTMENT MANAGER’S REPORT

Market Review

The first half of 2024 was another period of very low transaction volumes in the real estate market. In the second half of 2023 sentiment improved in the belief that the rate cutting cycle would start, but over the first half of 2024 this sentiment reversed, with the timing and extent of rate cuts moving out.

The UK general election did not appear to have a material impact on the UK market, and it is expected that a combination of greater UK political stability and the first cut in interest rates since March 2020 will lead to a pick-up in transaction levels into 2025.

Real Estate Market

We have seen growing signs of stabilisation across most UK real estate sectors over the first half of 2024 as suggestions of improving economic conditions take hold. Declines in capital values across the more favoured segments have slowed, and we expect rental growth to continue to play a central story in real estate returns. Although we expect further value losses, relative pricing pressure in favoured segments, such as Industrial and Residential, should lessen following cuts in interest rates.

UK real estate performance has been largely positive over the first six months of the year. According to the MSCI Quarterly Index, total returns for all property were 1.9%, led by the Retail and Industrial sectors at 3.1% and 3.0%, respectively. Offices were the only negative contributor to the index at -1.1%, anchored by negative capital value growth. In fact, the only declines in capital values seen thus far in 2024 were in the Office and Other sectors. Meanwhile, rental growth remains strong with the Industrial and Residential sectors especially, seeing 1.5% and 1.4% over the first half of 2024, respectively.

Transaction volumes over the first half of 2024 remained muted in a historic context as investors awaited economic and political certainty. Despite this, volumes were up approximately 8% on the same period last year according to RCA data. Of these, the living and Industrial sectors saw the largest shares at 21% and 18%, respectively. The hospitality segment was notable in its strength, seeing over £3bn transact and quickly surpassing the cumulative total for 2023 of £2.4bn. At the other end of the spectrum, Offices remained the least popular of the core real estate segments at 16% of total volume as secondary assets continue to face heightened capex requirements and structural challenges. Volumes are expected to shape up more favourably in the second half of the year as the Bank of England settles into a less restrictive monetary policy path. Additionally, Labour’s success in the general election has returned a sense of stability to the UK, aiding an improving overseas investor sentiment.

Industrial

The Industrial and Logistics sector remains in a position of strength for investors due to its structural drivers. Following the recent trend of consolidation by occupiers, UK quarterly net absorption has turned negative for the first time in 12 years over the first half of 2024. According to CoStar data, seven million square feet of space did not attract interest over this period, owing to strong deliveries and softening demand. Still, occupiers generally remain active and robust rental growth looks likely to continue given an increasing preference for best-in-class warehouses. There is still some hesitancy between buyers and sellers which has limited transactions over the start of the year. This gap is due to reduce as stability feeds into the market and pricing should see some additional support in the near to medium-term from slowing construction starts.

Retail

Retail fundamentals appear to have held up well considering the prevailing challenges to the consumer, although rising vacancy levels and shifting retail sales profiles may cast lingering doubts on certain segments. Discretionary spending remains subdued, with luxury retailers seeing hits to sales over the first half of the year. On the other hand, discount retailers and supermarkets continue their expansion plans, citing consistently strong results. The UK has experienced unseasonably wet and unpredictable weather, particularly over the summer months. A combination of the cold, wet weather and continued cost of living pressures has had a noticeable impact on UK retail sales. However, with consumer confidence on the rise, this could translate into increased retail sales given real wage growth and an improving economic outlook.

Office

The Office sector continues to struggle as changing workplace habits have accelerated secondary assets towards obsolescence. While values for best-in-class assets are faring better, given strong rental growth prospects and favourable supply/demand dynamics, regional and sub-prime assets are expected to see greater value slippage because of environmental, social and governance issues and amenity-rich buildings remain front-and-centre. This is reflected across Central London office fundamentals, according to CoStar data; as the vacancy rate nudges 10%, net take-up for prime London assets has remained positive over recent quarters, while over 10 million square feet of secondary space has returned to the market over the past four years. There has also been a recent uptick in prime office transactions around the £100 million mark, particularly concentrated in more favourable submarkets like London’s West End, suggesting a level of liquidity is starting to return despite elevated financing costs. Despite a more polarised outlook between the best and the rest, we still expect further capital declines to work their way through the whole sector as it struggles to find its place in investor’s portfolios.

Investment Outlook

UK real estate seems to be pointing in a more positive direction than this time last year. More economic and political certainty has filtered into the market, resulting in marginally improving capital values. We have seen investors remain cautious in the first half of 2024. This is expected to become more positive as the rate-cutting cycle progresses and as real estate returns look more attractive on a risk-adjusted basis.

From a risk perspective, the change in government doesn’t seem to have had much of an impact on investor intentions. The living sector may be under more scrutiny given potential policy changes, but the probability of any radical shifts from Labour is low. A greater level of uncertainty comes from the BoE’s actions on rates. We expect a reduction in the base rate to 4.50% by the end of 2024, though worries surrounding services inflation and wage growth persist.

Still, given our current assumptions, we expect UK real estate to perform well over the forecast period, although bifurcation within sectors will remain a factor. We expect the Industrial and Living sectors to outperform all property, particularly over the next year. In a notable shift over recent months, Offices are now projected to stay in positive territory, owing to strong rental growth, but largely focused on best-in-class and flexible office space. In fact, rental growth will remain a central growth story across real estate sectors, especially given the low levels of construction projected over the medium term. Although construction prices have moderated from their peaks, restrictive financing costs will make development difficult in the near term.

Performance

During the reporting period the Company changed its Investment Strategy, which was to dispose of all assets and wind up the Company, returning capital to shareholders. This change affects measures of performance, as the portfolio was no longer being managed in the same way as it would if focused on medium term performance as was previously the case.

NAV Return:

NAV total return is a measure of the performance of the property portfolio, the impact of debt and managing the corporate entity and provides shareholders with information on how the Company itself has performed. In the first half of 2024 the NAV of the Company was impacted by the costs incurred in the strategic review and subsequent corporate activity, and a change in accounting policy.

NAV Total Returns to 30 June 2024

Share Price:

The share price total return (assuming dividends reinvested) is the return measure most aligned to the experience of the shareholder but is the one that the Investment Manager has the least influence over.  The table below compares the API share price return to that of the FTSE all share REIT index and AIC Property UK Commercial (weighted average) segment. 

Share Price Total Returns to 30 June 2024

Dividends

The Company has continued to pay a dividend of 1p per quarter. Excluding the costs incurred with the various corporate activities (non-recurring costs) the dividend was 77.3% covered by net income. Including costs associated with the corporate activity the dividend cover was 36.4%. The Board has confirmed it will pay one further dividend of 1p before the exchange of contracts for the sale of the property portfolio. After the sale distributions to shareholders are likely to be capital in nature.

Portfolio Valuation

The investment portfolio is valued on a quarterly basis by Knight Frank LLP who are appointed by the Board as Independent Valuers. The valuations are undertaken under the provisions of the RICS Red Book. As at 30 June 2024 the Company owned 42 assets with a total value of £405.5m and held £7m cash. (46 assets, £439.2m and £6.7m cash as at 30 December 2023).

Environmental Social and Governance (ESG)

ESG is covered in detail in our annual report and accounts. It is fully integrated into the Investment Manger’s investment process, however with the change of Investment Strategy the focus is on ensuring ESG supports sales of the assets, rather than taking a longer-term outlook on carbon reduction and asset enhancement. The Company no longer subscribes to GRESB.

No further investment will be made in new ESG projects unless approved by the Board or already committed.

Land at Far Ralia

Significant progress has been made with the planting regime, and as at 30 June 2024, 4 of the 5 designated planting areas are complete, and the final planting is expected to take place before year end. The registration of pending carbon credits and grant funding is well progressed. The Company will not undertake the Peatland restoration given the change in Investment Strategy. Marketing of the asset has commenced.

Asset Management

Three new leases were agreed during the first half of the year, securing an annual rent of £0.25m per annum. While we received good interest in the two largest voids (logistics units in Swadlingcote and Knowsley) we have not yet been able to agree terms on these. Three lease renewals were agreed securing an increase of £0.5m per annum and two rent reviews were settled with an average uplift of 6.9%

Sales:

Four assets have been sold in the first half of 2024 with a total sales price of £29.8m.

▸London, 15 Basinghall Street (Office) – sold in the first quarter for £9.8m.

▸Warrington, Opus 9 (Industrial) – sold in the first quarter for £6.8m.

▸Hebburn, Unit 4 Monkton Business Park (Industrial) – sold in the second quarter for £5.3m to the tenant.

▸Bristol, Kings Business Park (Industrial) – sold in the second quarter for £7.9m.

Two further assets have exchanged following 30th June 2024 as follows:

▸Dover, Bastion Point (Industrial)  - sold for £9.5m

▸Manchester, 101 Princess Street (Office) – sold for £4.3m

Debt

The Company has two debt facilities from the Royal Bank of Scotland International (RBSI). The first is a fully drawn term loan of £85m priced at a margin of 150 bps over Sonia. This is subject to an interest rate cap of 3.96%. The second facility is a Revolving Credit Facility (RCF) of £80m, which is also priced at a margin of 150 bps over Sonia.

Both facilities mature in April 2026. As at 30 June 2024 the Company had £38.9m drawn under the RCF and the Loan to Value ratio (LTV) was 28.7%.  There is no prepayment fee associated with the term loan.

Outlook and Future Strategy

As managers we will work with the Board and their advisers to enable the sale of the property portfolio to GoldenTree as quickly as possible. The sale of Far Ralia also remains a focus. Once the portfolio sale has taken place and the liquidator has been appointed it is likely we will continue to assist as the Company is wound up and the final cash payment is made to shareholders.

PROPERTY INVETMENTS

Top Ten Properties

Top Ten Tenants

Portfolio Allocation by region

PRINCIPAL RISKS AND UNCERTAINTIES

The Company’s assets consist of direct investments in UK commercial property. Its principal risks are therefore related to the commercial property market in general, but also the particular circumstances of the properties in which it is invested, and their tenants. The main risks to the Company currently are those associated with the future of the Company as detailed below. The Board and Investment Manager seek to mitigate risks through a strong initial due diligence process, continual review of the portfolio and active asset management initiatives. All of the properties in the portfolio are insured, providing protection against risks to the properties and also protection in case of injury to third parties in relation to the properties.

The Board has carried out an assessment of the risk profile of the Company which concluded that the risks as at 30 June 2024, were not materially different from those detailed in the statutory accounts for the Company for the year ended 31 December 2023, other than the specific risks associated with the sale of the property portfolio and Far Ralia and the return of capital to shareholders.

Having reviewed the principal risks, the Directors believe that the Company has adequate resources to continue in operational existence throughout the portfolio sale and liquidation process.  Given there existed a clear indication to place the group into liquidation at a point in the future, the financial statements to 30th June 2024 have been prepared on a basis other than going concern (please see Note 1 for further information).

Future of the Company

On the 28 May 2024, API shareholders voted in favour of implementing a Managed Wind-Down.  As detailed more fully in the statutory accounts, the Board were conscious that there were several risks associated with the size, speed and method of capital distributions back to shareholders, and the maintenance of REIT status for tax purposes.  Several options were considered to mitigate these risks. Further explanations are included in the circular sent to shareholders dated 14 May 2024 in advance of the Shareholders meeting.

The proposed sale of abrdn Property Holdings Limited, the subsidiary that holds the property portfolio, to GoldenTree is subject to a Sale and Purchase Agreement signed on 26 September 2024. As part of that agreement GoldenTree have paid a non-refundable deposit to the company. The purchaser has also carried out extensive due diligence on the Company and its properties. Despite that, risks remain that the terms of the Sale and Purchase agreement are not met.

An additional risk is the transfer of Far Ralia from abrdn Property Holdings Limited to the Company, as it requires governmental approval. The timing of when this can be achieved is uncertain. The value obtained from the sale of Far Ralia when the Company can sell it is a further uncertainty.

Once the sale to GoldenTree has completed, the Board will seek shareholder approval to appoint a liquidator and put the company into liquidation.

STATEMENT OF DIRECTOR’S RESPONSIBILITIES CONDENSED

The Directors are responsible for preparing the Interim Report in accordance with the applicable law and regulations.  The Directors confirm that to the best of their knowledge:

▸The Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34; and;

▸ The Interim Report includes a fair review of the information required by 4.2.7R and 4.2.8R of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules; and

▸ In accordance with 4.2.9R of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, it is confirmed that this publication has not been audited or reviewed by the Company’s auditors.

The Interim Report, for the six months ended 30 June 2024, comprises an Interim Report in the form of the Chair’s Statement, the Investment Manager’s Report, the Directors’ Responsibility Statement and Unaudited Consolidated Condensed Financial Statements. The Directors each confirm to the best of their knowledge that:

▸ the Unaudited Condensed Consolidated Financial Statements are prepared in accordance with IFRSs as adopted by the European Union, and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; and

▸ the Interim Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties faced.

For and on behalf of the Directors of abrdn Property Income Trust Limited.

Approved by the Board on

27 September 2024

James Clifton-Brown

Chair

All items in the above Consolidated Statement of Comprehensive Income derive from discontinuing operations.

The notes below are an integral part of these Consolidated Financial Statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended 30 June 204

Notes TO the consolidated financial statements

1. Accounting policies
    
         

Basis of preparation       

The Unaudited Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standard (“IFRS”) IAS 34 ‘Interim Financial Reporting’ and, except as described below, the accounting policies set out in the statutory accounts of the Group for the year ended 31 December 2023. The condensed Unaudited Consolidated Financial Statements do not include all of the information required for a complete set of IFRS financial statements and should be read in conjunction with the Consolidated Financial Statements of the Group for the year ended 31 December 2023, which were prepared under full IFRS requirements.

Assessment of Going Concern

During the second half of 2023 the Board undertook a strategic review. This review was prompted by the Board’s concerns, as well as those of some shareholders about the Group’s size, the lack of liquidity in its shares, the persistent discount to NAV and an uncovered dividend. The outcome of this review, following interest from other listed REITs, was that the Board recommended to shareholders that they vote in favour of a proposed merger with Custodian Property Income REIT plc (“Custodian”) for the reasons outlined in various announcements to shareholders during the first quarter of 2024.  As detailed more fully in the 2023 Annual Report & Financial Statements, this proposal did not attract sufficient support from shareholders to be passed at the Extraordinary General Meeting.  Following the vote, shareholders were given the opportunity to vote on a proposed change to the Group’s Investment Policy which if passed would place the Group into a Managed and Orderly Wind-Down (“wind-down EGM”), selling assets and returning funds to shareholders as such funds become available.  On the 28 May 2024, approximately 96% of shareholders who voted cast their votes in favour of this proposal and the resolution passed.

Under the Managed Wind-Down process, the Group and its subsidiaries have been managed with the intention of realising all the assets in its portfolio in an orderly manner, with a view to repaying borrowings and making timely returns of capital to shareholders whilst aiming to obtain the best achievable value for the assets.

The timeline for the disposal of the property portfolio depends on the completion of the sale and purchase agreement with GoldenTree, and the authority to transfer Far Ralia from a subsidiary to the top company. The target completion day for the sale of the subsidiary is 29 November 2024. The transfer of and subsequent sale of Far Ralia is likely to take longer and possibly 12-24 months. At an appropriate point in the sale process, API will seek shareholder approval to appoint a liquidator to wind up the ultimate parent entity and to cancel the ultimate parent entity’s admission to trading on the Main Market of the London Stock Exchange. Trading in API Shares will no longer be possible from that time.

At the date of approval of the 2023 Annual Report & Financial Statements of API, the outcome of the vote at the wind-down EGM was not known and could not be ascertained.  As such, the consolidated financial statements were prepared on a going concern basis with material uncertainty. 

The Boards of Directors of API have undertaken an assessment and are satisfied that all entities within the Group will have no difficulty in meeting their liabilities as they fall due during the forthcoming sale process. In particular, the relevant Boards are satisfied that the requirements of the Group’s lender can be met.  However, there now exists a clear intention to enter liquidation at some point after the completion of the sale and purchase agreement with GoldenTree.  As such, in accordance with IAS1 para 25 and IAS 10 (Events after the Reporting Period) para 14, these financial statements have been prepared on a basis other than going concern.

There is no general dispensation from the measurement, recognition and disclosure requirements if the entity is not expected to continue as a going concern.  The Company proposes to use the ‘normal’ recognition and measurement requirements as the starting point for accounting and only apply different methods where adequate justification exists, for example arising from events after the reporting date.  As the Group and its subsidiaries are currently not in the process of being liquidated nor will they be liquidated until shareholders approve the appointment of a liquidator it has not been deemed appropriate to prepare these accounts on a ‘break-up basis’.  As such, the financial statements have been prepared on a basis other than that of a going concern.

Adjustments to going concern basis of accounting

In addition to assessing the Company’s significant accounting judgements, estimates and assumptions, the Board has also considered the following areas where it might be appropriate to apply adjustments to the ‘normal’ IFRS basis:

1) Measurement of Assets

It is appropriate to consider the need to write down assets to their net realisable value.  Investment Properties and Financial Instruments are stated at fair value, while other assets including trade receivables are recognised at their recoverable amount already.  The Board has assessed the basis for and measurement of Investment Properties and have decided to reduce fair value by the estimated cost of disposal.  Further details can be found in note 13.

2) Liabilities

The Board recognise that it would be appropriate to accrue costs associated with potentially onerous contracts by applying guidance in IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’.  However, at the date of approval of the financial statement, no such contracts exist, and accordingly no provisions have been made.

3) Presentation and disclosure

The Board has assessed the classification of assets and liabilities between current and non-current. Assets that met the criteria to be classified as held for sale at 30 June 2024 have been classified as current assets. Non-current assets and liabilities that met the criteria to be classified as held for sale subsequent to 30 June 2024 as a result of the sale and purchase agreement with GoldenTree have been reclassified as current as they are expected to be realised in less than 12 months.

After careful consideration, the Board believes that it would not be meaningful to present the results of discontinued operations as a separate financial statement line item of income or loss (in accordance with IFRS 5) because this would not result in meaningful information in a situation where all of an entity’s operations will be discontinued. 

Finally, the Board has assessed whether adoption of a basis other than a going concern would have any material impact on comparatives and have concluded this not to be the case.  As at 31 December 2023, 5 assets valued at £35.1m were deemed ‘held for sale’ which would have been impaired by £579,150 (0.15p per share) if adopting a similar methodology.

2. Related Party Disclosure
    

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions.

Directors’ remuneration

The Directors of the Company are deemed as key management personnel and received fees for their services. Total fees for the period ended 30 June 2024 were £256,081 (period ended 30 June 2023: £114,057) none of which remained payable at the end of June.

Investment manager    

abrdn Fund Managers Limited (formerly known as Aberdeen Standard Fund Managers Limited), as the Manager of the Group from 10 December 2018, received fees for their services as Investment Managers. Further details are provided in note 3.

3. Administrative and Other Expenses      

* In the prior period, impairment gains/(losses) on trade receivables (Jun 2023: loss of £52,273) were disclosed separately to amounts written-off in the period (Jun 2023: £10,052).  The disclosure has been simplified in the current period.

3a. Investment management fees
 

From 1 January 2023, the Group agreed a 10bps reduction in the fee payable to the Investment Manager under the terms of the IMA; effective from 1 January 2023 this was 0.60% of total assets up to £500m, and 0.50% of total assets in excess of £500 million.  Considering the proposed merger (see note 1), the Board served notice on the Investment Management Agreement  on 12 October 2023.  Following the Shareholder vote to place the Group into a Managed Wind-Down, a new agreement was signed effective 31 May 2024.  Under the novated agreement, the Investment Manager is entitled to a fee of 0.20% per annum on total assets, with a further 0.40% payable based on the Gross Disposal proceeds of the underlying portfolio – the latter payable near conclusion of the Managed Wind-Down.  The total fees incurred for the period ended 30 June 2024 amounted to £1,080,365 (period ended 30 June 2023: £1,319,824). The amount due and payable at the year-end amounted to £462,977 (period ended 30 June 2023: £1,319,824).   As detailed in note 13, £1,621,860 has been recognised as an impairment to the Investment Properties and Land in relation to the anticipated 0.40% disposal fee based on the current market valuations.

3b. Fees associated with strategic review and aborted merger
 

As described in more detail in note 1, the Board undertook a strategic review during the second half of 2023 after concerns over the Company’s size, liquidity, persistent discount to NAV and dividend cover.  The outcome of this review, following interest from other listed REITs, was that the Board recommended to shareholders that they vote in favour of a proposed merger with Custodian REIT.  The costs associated with the initial Rule 2.7 announcement (including advisor, due diligence and valuation fees) were £2,041,248 of which £1,729,925 was accrued and unpaid at 31 December 2023 based on levels of work in progress (WIP).  These fees did not include any costs associated with the subsequent approach from Urban Logistics or proposed Managed and Orderly Wind-Down following the EGM on 27 March 2024 (see note 13).  Since the end of 2023, further fees and costs of £3,009,280 have been recognised in the first half of 2024.

4. Investment Properties

The valuations were performed by Knight Frank LLP, acting in the capacity of a valuation adviser to the AIFM, accredited external valuers with recognised and relevant professional qualifications and recent experience of the location and category of the investment properties being valued. The valuation model in accordance with Royal Institute of Chartered Surveyors (‘RICS’) requirements on disclosure for Regulated Purpose Valuations has been applied (RICS Valuation - Global Standards, which incorporate the International Valuation Standards). These valuation models are consistent with the principles in IFRS 13. The market value provided by Knight Frank at the year-end was £395,465,000 (30 June 2023: £437,522,288) however an adjustment has been made for lease incentives of £8,929,965 (30 June 2023: £8,162,007) that are already accounted for as an asset. In addition, as required under IFRS 16, a right of use asset of £2,481,258 (30 June 2023: £1,811,711) has been recognised in respect of the present value of future ground rents and an amount of £2,481,258 (30 June 2023: £1,811,711) has also been recognised as an obligation under finance leases in the balance sheet.

In the condensed unaudited cash flow statement, loss from disposal of investment properties arises as follows:

Valuation Methodology      

The fair value of completed investment properties are determined using the income capitalisation method.

The income capitalisation method is based on capitalising the net income stream at an appropriate yield. In establishing the net income stream the valuers have reflected the current rent (the gross rent) payable to lease expiry, at which point the valuer has assumed that each unit will be re-let at their opinion of ERV. The valuers have made allowances for voids where appropriate, as well as deducting non recoverable costs where applicable. The appropriate yield is selected on the basis of the location of the building, its quality, tenant credit quality and lease terms amongst other factors.

There have been no changes to the valuation techniques applied to any property. At the Balance Sheet date the income capitalisation method is considered to be appropriate for valuing all assets.

The Company appoints suitable valuers (such appointment is reviewed on a periodic basis) to undertake a valuation of all the direct real estate investments on a quarterly basis. The valuation is undertaken in accordance with the current RICS guidelines and requirements as mentioned earlier.

The Investment Manager meets with the valuers on a quarterly basis to ensure the valuers are aware of all relevant information for the valuation and any change in the investment over the quarter. The Investment Manager then reviews and discusses the draft valuations with the valuers to ensure correct factual assumptions are made.

The management group that determines the Company’s valuation policies and procedures for property valuations is the Property Valuation Committee. The Committee reviews the quarterly property valuation reports produced by the valuers (or such other person as may from time to time provide such property valuation services to the Company) before its submission to the Board, focusing in particular on:

• significant adjustments from the previous property valuation report;

• reviewing the individual valuations of each property;

• compliance with applicable standards and guidelines including those issued by RICS and the FCA Listing Rules;

• reviewing the findings and any recommendations or statements made by the valuer;

• considering any further matters relating to the valuation of the properties.

The Chair of the Committee makes a brief report of the findings and recommendations of the Committee to the Board after each Committee meeting. The minutes of the Committee meetings are circulated to the Board. The Chair submits an annual report to the Board summarising the Committee’s activities during the year and the related significant results and findings.

The table over leaf outlines the valuation techniques and inputs used to derive Level 3 fair values for each class of investment properties. The table includes:

• The fair value measurements at the end of the reporting period.

• The level of the fair value hierarchy (e.g. Level 3) within which the fair value measurements are categorised in their   entirety.

• A description of the valuation techniques applied.

• Fair value measurements, quantitative information about the significant unobservable inputs used in the fair value measurement.

• The inputs used in the fair value measurement, including the ranges of rent charged to different units within the same building.

As noted above, all investment properties listed in the table over leaf are categorised Level 3 and all are valued using the Income Capitalisation method.

Descriptions and definitions

The table above includes the following descriptions and definitions relating to valuation techniques and key observable inputs made in determining the fair values.

Estimated rental value (ERV)

The rent at which space could be let in the market conditions prevailing at the date of valuation.

Equivalent yield

The equivalent yield is defined as the internal rate of return of the cash flow from the property, assuming a rise or fall to ERV at the next review or lease termination, but with no further rental change.

Initial yield

Initial yield is the annualised rents of a property expressed as a percentage of the property value.

Reversionary yield

Reversionary yield is the anticipated yield to which the initial yield will rise (or fall) once the rent reaches the ERV.

The table below shows the ERV per annum, area per square foot, average ERV per square foot, initial yield and reversionary yield as at the Balance Sheet date.

The table below presents the sensitivity of the valuation to changes in the most significant assumptions underlying the valuation of completed investment property.

Below is a list of how the interrelationships in the sensitivity analysis above can be explained.

In both cases outlined in the sensitivity table the estimated Fair Value would increase (decrease) if:

• The ERV is higher (lower)
• Void periods were shorter (longer)
• The occupancy rate was higher (lower)
• Rent free periods were shorter (longer)
• The capitalisation rates were lower (higher)

5. Investment Properties Held for Sale

As at 30 June 2024, the Group was actively seeking a buyer for its Office asset in Manchester, its Industrial asset at Knowsley and one of its Industrial assets at Swadlincote.  Furthermore, the Group had received an offer for its Industrial asset in Dover.  Consistent with the other investment properties, an impairment loss of £667,013 has been recognised to write down the Investment Properties Held for Sale to their projected net realisable value. Further details are provided in note 13.  The Group exchanged contracts on the sale of Dover on 22 August 2024 for a price of £9.5m, and completed on the sale of Manchester on 20 September 2024 for a price of £4.3m.

As at 31 December 2023, the Group was actively seeking a buyer for several assets including its Industrial assets Opus 9 in Warrington, Unit 5 Monkton Business Park in Hebburn and Kings Business Park in Bristol. In addition, the Group was actively seeking a buyer of its Office asset 15 Basinghall Street in London, and 101 Princess Street in Manchester.  The Group exchanged contracts on the sale of Opus 9 on 7 March 2024 for a price of £6.75m, 15 Basinghall Street on 22 March 2024 for a price of £9.8m, Unit 5 Monkton Business Park on 8 April 2024 for a price of £5.3m and Kings Business Park on 15 April 2024 for a price of £7.9m.

6. Land

Valuation methodology

The Land is held at fair value and is categorised Level 3. The Group appoints suitable valuers (such appointment is reviewed on a periodic basis) to undertake a valuation of the land on a quarterly basis. The valuation is undertaken in accordance with the current RICS guidelines by Knight Frank LLP whose credentials are set out in note 4.

Additions represent costs associated with the reforestation and peatland restoration at Far Ralia.  Grants are receivable from the Scottish Government for such costs. The conditions of the grant are deemed to be complied with on initial completion of work on the associated Work Areas identified under the Grant agreement.  As at 30 June 2024, no grant income has yet been received however £637,807 has been recognised in accordance with the Group’s policy for grant recognition in 2024 (to date, £1,258,284 has been recognised in total). 

As noted in more detail in note 1, the current condensed unaudited Interim Report & Accounts are not prepared on a going concern basis with the carrying value reduced by estimated costs of disposal of £165,000 has been recognised to write down the Land to its projected net realisable value. Further details are provided in note 13.

7. Earnings per share
 

Basic earnings per share amounts are calculated by dividing profit for the year net of tax attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the year. As there are no dilutive instruments outstanding, basic and diluted earnings per share are identical.

The earnings per share for the year is set out in the table below.

Earnings for the period to 30 June 2024 should not be taken as a guide to the results for the year to 31 December 2024.

8. Investments in Limited Partnership and Subsidiaries

The Company owns 100 per cent of the issued ordinary share capital of abrdn Property Holdings Limited (formerly known as Standard Life Investments Property Holdings Limited), a company with limited liability incorporated and domiciled in Guernsey, Channel Islands, whose principal business is property investment.  A list of all entities within the group (excluding the Income Trust itself) are as follows:

• abrdn Property Holdings Limited (formerly known as Standard Life Investments Property Holdings Limited), a property investment company with limited liability incorporated in Guernsey, Channel Islands.
• abrdn (APIT) Limited Partnership (formerly known as Standard Life Investments (SLIPIT) Limited Partnership), a property investment limited partnership established in England.
• abrdn APIT (General Partner) Limited, a company with limited liability incorporated in England, whose principal business is property investment.
• abrdn (APIT Nominee) Limited, a company with limited liability incorporated and domiciled in England, whose principal business is property investment.

9. Share capital

Under the Company’s Articles of Incorporation, the Company may issue an unlimited number of ordinary shares of 1 pence each, subject to issuance limits set at the AGM each year. As at 30 June 2024 there were 381,218,977 ordinary shares of 1p each in issue (31 December 2023: 381,218,977). All ordinary shares rank equally for dividends and distributions and carry one vote each. There are no restrictions concerning the transfer of ordinary shares in the Company, no special rights with regard to control attached to the ordinary shares, no agreements between holders of ordinary shares regarding their transfer known to the Company and no agreement which the Company is party to that affects its control following a takeover bid.

Treasury Shares     

10. Dividends and Property Income Distributions Gross of Income Tax