17
September 2024
Target Healthcare REIT
plc
ANNUAL RESULTS FOR THE YEAR
ENDED 30 JUNE 2024
Total
return outperformance and NTA growth with portfolio management
initiatives
improving sector-leading real estate quality
metrics
Target Healthcare REIT plc (the
"Company" or the "Group"), the listed specialist investor in
modern, purpose-built UK care homes, is pleased to announce its
annual results for the year ended 30 June 2024.
Accounting total return of 11.8%;
earnings growth; six consecutive quarters of EPRA NTA and valuation
growth; fully covered dividend.
·
NAV total return(1) of 11.8%
(2023: -1.2%)
·
EPRA NTA per share increased 5.9% to 110.7 pence
(2023: 104.5 pence)
· Adjusted EPRA earnings per share increased 2.2% to 6.13
pence per share (2023: 6.00 pence)
· Return to a progressive dividend policy with quarterly
dividends increased by 2% compared to rate as at 30 June 2023.
Annual dividend of 5.712 pence, being 7.6% lower than 2023 (6.18
pence) following the reduction in Q1 2023.
·
Intention to increase the quarterly dividend in
respect of the year ending 30 June 2025 by 3.0% to 1.471 pence per
share, representing an annual total dividend of 5.884
pence
· Dividends in respect of the period were 107% covered by
adjusted EPRA earnings. Under the widely-used EPRA earnings metric
the annual dividend was 133% covered
· Net
loan-to-value ("LTV") of 22.5% as at 30 June 2024, with an average
cost of drawn debt, inclusive of the amortisation of loan
arrangement costs, of 3.91% and weighted average term to maturity
of 5.2 years. £230 million of debt, being 95% of total drawn debt
at 30 June 2024, fully hedged to maturity against further interest
rate increases
Continued strong performance from
prime modern portfolio underpinned by supportive demographic
tailwinds, with no vacancy, record rent covers, and like-for-like
rental growth of 3.8%.
·
Portfolio of 94 properties, consisting of 92
modern operational care homes and two pre-let sites let to 34
tenants
· Portfolio value increased by £39.8
million, or 4.6%, to £908.5 million, including a like-for-like
increase of 3.7% (2023: decrease of 4.1%)
· Continued improvement across all key metrics of underlying
trading performance at the homes, with 99% of rent collected
for the year (2023: 97%) and mature homes rent cover of 1.9x (2023:
1.75x). Mature homes spot occupancy has remained steady at
87%
·
Contractual rent increased by 4.0% to £58.8
million per annum (2023: £56.6 million), including a like-for-like
increase of 3.8% (2023: 3.8%) predominantly driven by rent
reviews
·
Disposals of £44.3 million (net of costs), ahead
of carrying value, for four older assets with the shortest
remaining lease terms in the portfolio at an implied net initial
yield of 5.64%
· One
of the longest weighted average unexpired lease terms in the listed
UK real estate sector of 26.4 years (2023: 26.5 years)
· Two
additional best-in-class homes (126 beds) under development at year
end with three, including the Group's first operationally Net Zero
Carbon care home, having reached practical completion during the
year
Responsible investment strategy
continues to provide a clear differentiator in improving the UK's
care home real estate with a future-proofed portfolio with
compelling sector tailwinds.
· Long-term demand from ageing population supporting both
investor and operator activity in the sector
·
Strong alignment of ESG principles, with
continued social purpose and advocacy of minimum real estate
standards across the sector, and portfolio improvements throughout
the year
o Modern,
purpose-built care homes; full en suite
wet-rooms account for 99% (2023: 98%) of the portfolio compared to
just 33% for all UK care homes
o 84% of the portfolio is purpose-built from 2010 onwards
(2023: 80%)
o 99% of
the portfolio is A or B EPC rated (2023: 94%)
o Sector-leading average 48m2 of space per resident
(2023: 47m2)
(1) Based on EPRA NTA movement and dividends paid
Alison Fyfe, Chair of the Company, said:
"Target
Healthcare REIT has provided another year of solid portfolio and
financial performance. Accounting total return was 11.8%,
reflecting the continued resilience of our business model and
informed investment approach. Our predictable and robust rental
stream provides annual growth with its inflation-linkage, and the
valuations of our prime, modern care home assets remain stable
given institutional investment demand.
"Our portfolio is comprised of
high-quality care home real estate, which is highly desired by
operators for its well-designed modern properties from which they
can provide profitable care, and by institutional investors for its
growing rental income and low volatility of returns. We have clear
evidence that transactions in prime care home real estate such as
ours are supportive of our valuations.
"Along with long-term returns for
shareholders, we firmly believe our approach benefits our wider
stakeholder group, most particularly our tenants and their
residents, and this will remain critical to our
approach."
Results presentation
A webcast presentation for
analysts will take place at 8.15am BST this morning, for which
registration can be accessed at:
https://stream.brrmedia.co.uk/broadcast/66d72d05a576c20bfece0a59
LEI:
213800RXPY9WULUSBC04
Enquiries:
Target Fund Managers
Kenneth MacKenzie / Gordon
Bland
Stifel Nicolaus Europe Limited
Mark Young / Rajpal Padam /
Catriona Neville
|
01786 845 912
020 7710 7600
|
|
FTI Consulting
Dido Laurimore / Richard Gotla /
Talia Shirion
|
020 3727 1000
targethealthcare@fticonsulting.com
|
|
|
|
Notes to
editors:
UK listed Target Healthcare REIT
plc (THRL) is an externally managed Real Estate Investment Trust
which provides shareholders with an attractive level of income,
together with the potential for capital and income growth, from
investing in a diversified portfolio of modern, purpose-built care
homes.
The Group's portfolio at 30 June
2024 comprised 94 assets let to 34 tenants with a total value of
£908.5 million.
The Group invests in modern,
purpose-built care homes that are let to high quality tenants who
demonstrate strong operational capabilities and a strong care
ethos. The Group builds collaborative, supportive relationships
with each of its tenants as it believes working in this way helps
raise standards of care and helps its tenants build sustainable
businesses. In turn, that helps the Group deliver stable returns to
its investors.
Chair's Statement
I am pleased to report that Target
Healthcare REIT has provided another year of solid portfolio and
financial performance. Accounting total return was 11.8%,
reflecting the continued resilience of our business model and
informed investment approach. Our predictable and robust rental
stream provides annual growth with its inflation-linkage, and the
valuations of our prime, modern care home assets remain stable
given institutional investment demand. Along with long-term returns
for shareholders, we firmly believe our approach benefits our wider
stakeholder group, most particularly our tenants and their
residents, and this will remain critical to our
approach.
1.
Reflections
Listed property companies continue
to largely trade at a discount to EPRA NTA as investors' capital
allocations are directed elsewhere. However, a more positive
outlook for property markets is perhaps being noticed as the trend
to lower inflation and interest rates solidifies. In contrast to
the share price discount, property portfolios invested in modern
assets with strong environmental credentials and solid underlying
user demand fundamentals have performed well. The main questions
being posed by participants in the listed market to those running
property companies right now are:
Earnings - where is growth
coming from?
Our leases have
contractual annual uplifts linked to inflation and our
operators' improving rent cover is evidence of their ability
to pay these growing rents on a sustainable basis. This helps
underpin our confidence in the outlook for the Group's earnings
growth, which should feed through to progressive growth in
dividends as we control operating and finance costs.
Valuations - are they
reliable?
The prevailing mismatch between
market evidence of direct investment in our sector and stock market
valuations has attracted comment. Whilst we can't answer for
all property, we have clear evidence that transactions in prime
care home real estate such as ours are supportive of our
valuations. We have transacted on £71 million of asset disposals
since late 2022, all at or above book value and with positive
return metrics. Our disposal of four assets in June 2024 was at an
implied net initial yield of 5.6% and comprised some of our older
and less spacious properties. Reliability of our valuations is
further supported by their lack of volatility. During the
macro-driven sector-wide yield shift seen in late 2022 the initial
reaction was an outward yield shift of 40-50bps in our assets which
then stabilised relatively quickly at only 30-40 bps as evidence
from transactional activity and the strong underlying trading
performance across our portfolio provided reliable data points for
valuers. We have seen valuation growth for six consecutive quarters
since.
Debt - is it serviceable at
higher rates?
Our debt levels are amongst the
lowest in the REIT universe at 22.5% net LTV and a net debt to
EBITDA ratio of 4.6x. We have greater than 60% of our drawn debt on
long-term, low fixed rate facilities with remaining terms of 8-13
years and we have executed value-adding hedging strategies on our
shorter-term bank debt. Our ability to generate capital from asset
disposals has allowed us to finance our development commitments
efficiently and manage debt levels.
Our forecasting has long
anticipated higher interest rate levels on the refinancing of our
shorter-term bank debt as our existing hedged facilities mature,
with this having been reflected in all our material
decision-making. We have obtained terms to refinance our
shorter-term bank facilities (£170 million) which we are currently
assessing. The structure of these revised facilities will be
aligned with our current capital requirements and will provide the
flexibility we need to respond proactively to investment
opportunities as they are identified.
Assets and long-term
fundamentals - are they suitable for the changed investment
environment?
In short, we remain confident that
our assets and investment approach have the necessary
characteristics to support sustainable long-term returns. Our
portfolio is comprised of high-quality care home real estate, which
is highly desired by operators for its well-designed modern
properties from which they can provide profitable care, and by
institutional investors for its growing rental income and low
volatility of returns.
Our approach benefits from, but
does not rely upon, the widely understood demographic changes from
an ageing population. We believe the future of care home provision
is in modern real estate with en suite wet-rooms for all residents
and adequate social and outdoor space, of which there is a chronic
under-supply. Investing capital in such property now may well be
lower-yielding given the high cost of land and construction,
however, the longevity of our hold period and the compounding
effect of rents growing annually will provide attractive returns.
We further believe that our approach helps mitigate the risk from
any issues that might arise with the public funding of care. There
are clear trends to suggest that residents and their families
choose to live in a higher quality physical environment where
available, with significant net wealth in those aged over 65 to
support this demand and the private fee bias of our model. Our
environmental credentials are market leading within commercial real
estate, at 99% A & B EPC ratings, and will not require the
significant remedial capital expenditure that many other portfolios
will.
Further detail on the care home
sector is included in the Investment Manager's Report
below.
2. Performance
Our accounting total return
performance was 11.8% for the year, driven by an EPRA NTA increase
of 5.9% (110.7 pence from 104.5 pence) and dividends paid in the
year.
Adjusted EPRA earnings per share
increased by 2.2% to 6.13 pence translating to 107% dividend cover
for the year. Under the widely-used EPRA earnings metric the
dividend was 133% covered. The quarterly dividend paid in respect
of the year was 2.0% higher than that at June 2023, as we returned
to a progressive dividend, though the total dividend per share for
the year shows a reduction of 7.6% as the higher rate for the first
two quarters of the prior year are still reflected in the annual
change.
Our earnings outlook is robust,
with rent collection near full and supported by record levels of
rent cover for the portfolio. The Investment Manager's Report
covers the portfolio in more detail below. We have minimised the
impact of the higher interest rate environment on our finance costs
through our existing long-term fixed rate facilities, our hedging
programme and by using the proceeds from asset disposals to reduce
drawn debt.
The positive portfolio valuation
movement has been driven by market movements, our disposals
programme, and then the impact of rental uplifts providing an
overall increase of 4.6% and a like-for-like increase of 3.7%.
Contracted rent has increased by 4.0% to £58.8 million, including
3.8% on a like-for-like basis.
3. ESG considerations
Target has a strong commitment to
being a responsible business, and our business model is one which
prioritises a positive social impact. Through the year, we have
been focussed on finalising plans for our portfolio's transition to
net zero carbon through our Net Zero Pathway (NZP) plan.
Our starting point, measured by
the carbon intensity of our portfolio as calculated by external
experts, shows us to be in a very strong position, one which is
currently ahead of where we need to be in order to meet
science-based target levels to restrict global temperature
increases to 1.5C. We are
therefore in an excellent position relative to other property
companies. There is more detail in our sustainability reporting and
below.
4. Annual General Meeting ('AGM')
The AGM will be held in London on
9 December 2024. Shareholders that are unable to attend are
encouraged to make use of the proxy form provided in order to lodge
their votes, and to raise any questions or comments they may have
in advance of the AGM through the Company Secretary.
5. Looking ahead
Our investment thesis is a simple
one: we invest in high-quality care home assets. This approach has
produced strong long-term returns with low volatility of
performance as well as achieving our social purpose to improve the
standard of care homes real estate. We encourage regular
shareholder engagement, which has been positive and supportive of
our patient and disciplined strategy to grow the portfolio and
further our social purpose. We are open to, and regularly
assess, alternative approaches and opportunities that fall outside
our core strategy, and continue to consider where best to invest
shareholder capital. We remain firmly committed to our investment
approach and therefore set the following priorities:
•
Manage our portfolio to ensure its performance is
consistent with its inherent quality and trading
advantages;
•
Be opportunistic and nimble with respect to
market conditions and all potential uses of capital, supported by a
stable yet flexible funding platform; and
•
Provide a growing dividend complemented by
attractive total returns over the long-term.
In the absence of unforeseen
circumstances, the Board intends to increase the quarterly dividend
in respect of the year ending June 2025 by 3.0% to 1.471 pence per
share, providing an annual total dividend of 5.884 pence. This
increase represents a modest premium to RPI of 2.9% for the year
ended 30 June 2024. The quality of our rental stream and its
guaranteed growth allow us to grow our dividends to shareholders
with confidence.
Our portfolio consists of premium
quality assets in a defensive investment class with compelling
demand tailwinds, representing a great foundation for our
future.
Alison Fyfe
Chair
16
September 2024
Investment Manager's Report
Portfolio performance
Two key portfolio metrics are
presented in this report which are reflective of the investment
grade characteristics of our prime, modern UK care home portfolio.
Firstly, rental growth was 3.8% on a like-for-like basis (2023:
3.8%) and has been supported by a quality rental stream from 34
tenants with robust rent covers of 1.9x (2023: 1.6x). Underlying
demand for places in our homes remains high at 87% mature home
occupancy (2023: 85%) with scope for further profitability growth
as occupancy trends further towards the 90% long-term
average.
Secondly, portfolio-level total
returns continue to impress. We are delighted to have been the top
performer in the MSCI UK Annual Healthcare Property Index for the
calendar year 2023, coming first of 37 contributors at 9.7% total
return. More importantly, this is sustained performance as we rank
second over the 10-year period ending 2023. Investment demand in an
active market supports valuations, with the like-for-like valuation
growth for the year of 3.7% largely driven by the growth in rents
as valuation yield volatility remains low for prime care
homes.
Our portfolio metrics are strong.
90% of homes are mature in their trading, 84% are younger than
2010-build date, and the WAULT remains long at over 26 years. These
characteristics and the bias towards private-fee payments of our
tenants' revenue (74%) all support the quality of our rental stream
and its annual and compounding long-term growth. We continue to be
able to re-tenant assets to alternative operators where it benefits
the overall portfolio. We transitioned a home in the North-East of
Scotland to an operator with a core focus in that region, and
consistent with previous tenant changes, this was achieved at no
change to the prevailing, sustainable rent level and with no
Group-funded incentives required. The portfolio metrics have also
benefitted from our disposal programme. The £44.3 million
transaction for four care homes prior to the year-end was (i) at an
implied NIY of 5.6%, ahead of the portfolio average of 6.2%; (ii)
for four of the oldest assets in the portfolio; and (iii) for four
of the shortest remaining lease terms. The proceeds have been used
to reduce drawn debt levels and to fund construction of the Group's
development assets, providing brand new, purpose-built beds on
35-year leases to replace the older assets subject to
disposal.
Care home trading
Our typical investment appraisal is
based on a home's ability to achieve earnings at least 1.6x the
home's rent, to provide headroom and financial resilience. The
portfolio has achieved 1.9x rent cover this year, endorsing our
investment case on the trading potential of prime care home real
estate, particularly given resident occupancy is not at capacity.
We continue to believe this is at least partly due to tenants'
reluctance to fill beds 'at any cost', with many being resistant to
accepting financially unviable fees from publicly-funded sources.
Profitability follows growing revenue in a well-run business, and
we believe this trend will continue for those who have chosen to
follow a 'quality first' ethos with regard to building suitability.
There is increasing evidence that post Covid the flight to quality
is accelerating with families willing and prepared to pay for
better facilities for their loved ones.
Average weekly fees for residents
have increased by c.9%-10% as a result of the above approach and
inflationary cost increases are largely being passed on. Staff
costs are the largest and potentially most volatile expense item
for a home and are therefore the bellwether for the sustainability
of home profitability. Staff costs per resident per week have
increased by a similar percentage as fees, whilst agency usage and
costs have reduced as operators manage costs.
Investment market
Low volatility of valuation
continues
The UK care home investment market
remained muted relative to the pre-2022 average. Some of the major
investors paused activity, with availability of capital and the
yield available relative to the risk-free rate being constraining
factors. Scarcity of quality product in the market has also been a
key theme with sales activity in the main driven by investment
holders requiring to re-balance their asset weightings and to
generate liquidity. There has been competitive tension for prime
assets, with lower demand for sub-prime where pricing has moved out
towards net initial yields of 10%. Care homes with strong ESG
credentials remain attractive targets for investment
activity.
On pricing, the reaction to the
2022 mini budget was an initial outward yield movement of 40-50 bps
which then softened marginally to 30-40 bps. This reflects what we
observed in the transactional market for deals completing, and also
in the portfolio EPRA topped-up NIY of 6.20% compared to that of
two years ago at 30 June 2022 of 5.82%. Prime care homes have once
again proven to be less volatile than All Property whilst still
providing returns at an attractive spread to the risk-free
rate.
Health and social care update
We note below a number of areas
which are prominent in our minds and those of our
tenants:
Change of Government and the
future of social care
During the July 2024 General
Election campaign, the Conservatives chose to promote their
multi-year funding settlement to Local Authorities as well as their
commitment to implement the previously postponed 'Dilnot' cap on
social care costs from October 2025. Labour mirrored the same care
cap proposal along with the creation of a National Care Service,
and an intention to establish a fair pay agreement across the
sector.
Subsequent to its win the new
Labour government cancelled the proposed 'Dilnot' cap on care costs
and proposed instead a much broader rethink of policy, likely
including a Royal Commission on the matter. Private operators may
be encouraged by pre-election comments of Wes Streeting, (now)
Secretary of State for Health and Social Care, who said he was
'pragmatic' about the use of private health in support of the NHS
going forward. Also, it is recognised by Government that care homes
and the wider social care sector are an essential aide to the
smooth running of the NHS. The Labour Government has set a priority
on improving the flow through NHS hospitals - including by allowing
earlier discharges and the likely consequence of this will be to
increase demand for care home provision.
Staffing and inflationary
pressures
Recruitment has eased considerably
over the course of the year, and while concerns have been raised
recently about the fall in health and social care worker visa
applications, many operators are reporting stable staffing, with
the use of expensive agency support reduced back to more historical
low levels and used mainly for routine gaps in staffing, brought
about by unplanned shortages such as sickness cover. Operators are
however watching applications with some disquiet, as the previous
Government's decision to restrict accompanying dependants from
applicants (while not doing the same for NHS applicants) has
created a nervousness that future applicants may choose other
geographies over the UK and worry that come reapplication time for
existing visa holders, unknown numbers may not choose to
stay.
The minimum wage rise, while
putting pressure on organisations who rely on lower publicly funded
fee rates, is widely supported by the sector, who value the
dedication of those who choose the sector as much from a vocational
perspective as simply just routine employment. Most operators will
however be watching with interest the new Government's intention to
introduce collective and fair pay agreements across adult social
care, which will push costs up going forward with a resultant
pressure on fee inflation.
Demographics of those of working
age may become more of a challenge for the sector. The 150,000
vacancy volume across the sector has recently been reduced to
130,000, according to the organisation 'Skills for care', but the
same organisation notes if the workforce need grows in line with
demographic changes an extra 440,000 roles will be required by
2035. There are currently 440,000 posts filled by people who will
reach retirement age in the next 10 years.
Regulation
English operators who have suffered
some frustration with the Care Quality Commission (CQC), since the
introduction of the regulator's new 'single assessment framework'
last autumn, feel slightly vindicated in the Government's 'Dash'
report, which highlights some serious concerns in the methodology
for inspections and ratings. Wes Streeting, the Secretary of State
for Health and Social Care, went as far as to say it was clear to
him that the CQC was 'not fit for purpose'. While this is a relief
to many operators, in that they too found difficulty in
understanding what was expected of them, it potentially causes
further frustration in the delay of inspections for homes deemed
'Required Improvement', where operators are delayed in
communicating a clean bill of health to potential clientele. It is
too early to say whether the CQC will be subject to tinkering
reform, or whether more sweeping change will take place.
Target Fund Managers Limited
16 September 2024
Our Strategy
We are a responsible investor in
ESG-compliant, purpose-built care home real estate which is
commensurate with modern living and care standards.
We are advocates of the benefits
that intelligently designed, purpose-built care homes can bring and
we want more residents, care professionals, families and local
communities to benefit from their positive social
impact.
Our Investment Manager is a
specialist who understands the operational challenges our tenants
face on a daily basis when providing quality care.
The key strengths of our approach
are:
1. Our premium quality
real estate is attractive to both operators and investors, in
that:
a. it is future-proofed
against legislative change and societal trends influencing demand,
and;
b. it generates high quality
earnings from financially sustainable rents
2. Specialist manager,
highly engaged within sector and with our tenants
3. Prudent approach to
financial risks with diversified income sources, low gearing and
long-term, fixed rate debt
Strategic pillar #1
Build high-quality portfolio: Acquire high quality real estate via a mix of new
developments, recently completed builds, and modern assets at
mature trading.
We are creating a portfolio of
scale through investment in a mix of development sites, recently
completed builds and modern assets with a trading track record. Our
clear focus on the quality of real estate and sustainable long-term
trading provides a stable platform for consistent total
returns.
Focus on enhancing modernity and quality
metrics
Consistent with the prior year,
the negative spread between our marginal cost of capital and
available investment yields have seen us pause new investment and
focus on enhancing the existing portfolio. We have continued to
dispose of assets where their returns outlook is less favourable
and/or where they sit at the lower end of our quality rankings.
Disposal proceeds have been applied to fund the committed
development of new-build assets rather than drawing debt with an
expensive marginal cost.
Disposals of four assets this year
follow last year's five disposals. All have been made at or above
carrying value, and at attractive return metrics. We have been
active on five development sites during the year, with three homes
reaching practical completion, adding 203 beds and £2.5m of
contractual rent to the portfolio, including our first
operationally carbon zero home. We remain active on two sites at
year-end, which will add a further 126 beds and £1.5m of
contractual rent at practical completion, expected in Autumn
2024.
These initiatives further enhance
the portfolio's modernity and longevity. The positive impact can be
seen through the progression in key portfolio metrics relative to
the start of the year:
|
2024
|
2023
|
Purpose- built 2010
onwards
|
84%
|
80%
|
WAULT (years)
|
26.4
|
26.5
|
EPC A&B rated
|
99%
|
94%
|
Best-in-class care home real estate
Our investment thesis remains that
modern, purpose-built care homes will outperform poorer real estate
assets and provide compelling returns.
Wet-rooms (99%): These are
essential for private and dignified personal hygiene, with a clear
trend to this being the minimum expected standard for care home
beds.
Carbon reduction (99% EPC A or B; 100% C or
better): Energy efficiency of real
estate is critical, with legislative change and public opinion
demanding higher standards. Our portfolio is compliant with
anticipated incoming legislation.
Purpose-built and modern (100%): All our properties are designed and built to be used as care
homes and to best meet the needs of residents and staff.
Financials: Our metrics
reflecting capital values and rental levels compare favourably with
peers, despite significantly better real estate, demonstrating
sustainability and longevity.
Premium, purpose-built portfolio: We are significantly ahead of our listed peers across a range
of key quality metrics.
|
Group
|
Listed Peers
Average1
|
Purpose-built since 2000
|
97%
|
41%
|
En suite wet-rooms
|
99%
|
29%
|
Space per resident
|
48m2
|
40m2
|
Portfolio Topped-up NIY
|
6.2%
|
6.5%
|
Average rent per
m2
|
£195
|
£183
|
Average value per
m2
|
£3.0k
|
£2.6k
|
1 Listed Peers Average is
comprised of publicly available information available or disclosed
by Impact
Healthcare REIT and Aedifica (in relation to their UK
portfolio).
Stable valuations growing with rental
income
The portfolio value increased by
4.6% during the year, driven by an increase of £50.3 million from
capital expenditure under the Group's development and asset
improvement programmes, offset by disposals of £42.4 million. On a
like-for-like basis, the valuation increased by 3.7% largely
reflecting the positive impact of the Group's rental growth on
valuations as well as yield stability.
Valuation Analysis
|
£millions
|
Valuation at 30 June 2023
|
869
|
Acquisitions and
developments
|
50
|
Disposals
|
(42)
|
Market yield shift
|
1
|
Rent reviews
|
31
|
Valuation at 30 June 2024
|
909
|
Valuation certificates are
received quarterly by the Group from CBRE (from March 2024,
previously Colliers) with up-to-date values reflecting latest asset
trading and comparable market transactions. The portfolio has a
strong track record of valuation growth contributing to total
returns.
Diversification
We continue to ensure the
portfolio remains diversified, by leasing our homes to a range of
high-quality regional operators. The Group has 34 tenants, up from
32 due to the completed developments and a re-tenanting, and offset
by the disposals in the year. The largest tenant remains unchanged
with Ideal Carehomes ("Ideal") operating 18 of the Group's homes
and accounting for 16% of contracted rent as at 30 June 2024.
Ideal's care provision is performed exclusively from modern,
purpose-built homes, often brand-new builds, and is one we have
supported for a number of years. During the year Ideal was acquired
by the UK's largest care home operator, HC-One. Overall, our top
five tenants account for 41% and top ten, 63% of our contracted
rents.
Underlying resident fees are
balanced between private and public sources, with a deliberate bias
towards private. There is long-term evidence and strong current
anecdotal evidence that these residents are more accepting of
higher fees, particularly for the quality real estate and care
services our properties and their operators provide. Census data
from our tenants show that 74% of residents are privately-funded,
with 52% being fully private and 22% from "top up" payments where
residents pay over and above that which the Local Authority funds
for them. 26% of residents are wholly publicly funded.
Geographically, following the
disposals in the year, the South East is now the Group's largest
region by asset value, at 20%, with Yorkshire and the Humber
accounting for 19%.
Strategic pillar #2
Trusted Landlord: Manage
assets and tenants commercially yet fairly, recognising the value
of long-term relationships and our influence within a complex
sector.
Manage portfolio as a trusted landlord in a fair and
commercial manner
The Investment Manager has deep
experience within the sector and uses its unique knowledge to
manage the portfolio. Starting with informed assessment of home
performance using profitability and operational metrics, through
empathetic and sensitive engagement with our tenants and sector
participants as a whole - we are trusted and respected and people
want to partner with us. This enables fair treatment and
commerciality to be balanced, essential in a complex
sector.
Portfolio operational performance - Steady occupancy and
strong profitability continues at home level
Our completed portfolio is fully
let with long-term occupational leases to our tenants, the care
providers. Their underlying resident occupancies have remained
stable at 87%, consistent with the 86% we reported at this time
last year. Operators continue to focus on accepting new residents
at fee levels commensurate with the services provided, rather than
filling to capacity at uneconomic fees. This approach efficiently
manages demand, minimises the need for expensive agency staff, and
facilitates a care-led approach when welcoming new residents to a
home. Staffing shortages have eased, having been an operational
challenge limiting occupancy growth in previous years.
Rent covers have responded to this
approach. Having improved to a quarterly 1.9x for mature homes at
the start of the year, they have remained at these levels, with the
last 12 months returning cover of 1.9x. These profitability levels
support rental payments and financial resilience, and incentivise
care providers to invest in their businesses and people.
Clearly, should operators increase
resident occupancy levels towards 90% there is potential for
further growth in their underlying profitability.
Rent collection was near-full at
99% (2023: 97%) for the year, with no exclusions for non-performing
or turnaround homes.
Growing and compounding rental income
The portfolio's contractual rent
roll was £58.8 million at year-end (2023: £56.6 million). The 4.0%
increase was driven by positive contribution from capex and our
developments offset by our disposals programme. Like-for-like
rental growth, which reflects the Group's annual rent reviews, is
the Key Performance Indicator used by management in assessing
recurring rental growth, with this being 3.8% for the
year.
Movement in Contacted Rent
|
£millions
|
Contracted rent at 30 June 2023
|
56.6
|
Rent reviews
|
2.1
|
Acquisitions and
developments
|
2.8
|
Disposals
|
(2.7)
|
Contracted rent at 30 June 2024
|
58.8
|
Rent from the Group's leases
increase annually, linked to inflation. Collars on this (typically
1.5%) ensure the Group receives guaranteed growth, while caps (at a
typical 4%) ensure assets do not become over-rented, risking rents
becoming unaffordable, in periods of higher inflation as we have
seen recently. This is an important aspect in providing long-term
security to our tenants, and in achieving sustainable investment
returns.
Tenant and resident satisfaction
We remain committed to our role as
an effective, supportive and engaged landlord. We once again
invited our tenants to provide formal feedback via a survey
performed by an independent third party. We use this output,
alongside learnings from the many informal points of contact we
have, to inform our approach. The survey returned positive
quantitative results, and more usefully some qualitative feedback
on how we may consider altering our interactions with tenants to
recognise that no two tenants are the same.
Resident satisfaction
Regulator (CQC in England) ratings
are informative but limited. The Investment Manager also monitors
reviews on "Carehome.co.uk", a "Tripadvisor" style website for care
homes, as a useful source of real-time feedback which is more
focussed on the resident experience, and that of their loved
ones.
Strategic pillar #3
Deliver Returns: Convert
portfolio income and capital returns into sustainable returns to
shareholders through disciplined financial and risk
management.
Regular dividends for shareholders.
The Group has achieved earnings
growth; NTA growth; and a dividend fully covered by earnings from
its disciplined financial and risk management.
|
Pence per
share
|
EPRA
NTA per share as at 30 June 2023
|
104.5
|
|
|
Acquisition costs
|
(0.1)
|
Disposal
|
0.3
|
Property revaluations
|
5.8
|
Adjusted EPRA earnings
|
5.9
|
Dividends paid
|
(5.7)
|
|
|
EPRA
NTA per share as at 30 June 2024
|
110.7
|
Earnings
Earnings increased by 2.2%, as
measured by adjusted EPRA EPS; the Group's primary performance
measure. Rental income has increased by 4.0%, with reduced income
from prior year disposals countered by inflation-linked rental
growth and new leases entered as the Group's development assets
reach practical completion. Provisioning/ credit loss allowance
(for doubtful debts) was significantly reduced from the prior year
as the portfolio continues to perform well from a rent collection
and rent cover perspective, though the reported movement has
increased on a net basis given the prior year also benefitted from
the recovery of a substantial arrears balance.
The impact of inflation on the
Group's operating expenses was controlled, with a 1.1% increase for
the year.
Net finance costs increased to
£10.8 million from £9.4 million, driven by the increase in drawn
debt through the year and the higher interest rate environment. The
Group's interest costs are fixed/hedged on £230 million of drawn
debt until November 2025.
|
2024
£m
|
Movement
|
2023
£m
|
Rental income (excluding guaranteed
uplifts)
|
58.6
|
+4%
|
56.4
|
Administrative expenses (including
management fee and credit loss allowance)
|
(11.6)
|
+8%
|
(10.7)
|
Net financing costs
|
(10.8)
|
+15%
|
(9.4)
|
Interest from development
funding
|
1.8
|
+100%
|
0.9
|
Adjusted EPRA earnings
|
38.0
|
+2%
|
37.2
|
|
|
|
|
Adjusted EPRA EPS
(pence)
|
6.13
|
+2%
|
6.00
|
EPRA EPS (pence)
|
7.61
|
-1%
|
7.67
|
Adjusted EPRA cost ratio
|
19.1%
|
+40bps
|
18.7%
|
EPRA cost ratio
|
16.6%
|
+80bps
|
15.8%
|
Ongoing Charges Figure
('OCF')
|
1.51%
|
-2bps
|
1.53%
|
Expense ratio
The Group's expense ratios reflect
these movements. The adjusted EPRA cost ratio, expressing costs as
a percentage of the Group's rental income, increased slightly to
19.1% from 18.7% with the £698k net increase in the credit loss
allowance and bad debts in the year having a proportionately larger
numerator effect on the expenses than the £3.0 million growth in
the gross rental income denominator. The Ongoing Charges Figure,
which provides a measure of recurring operating expenses was fairly
stable at 1.51% (2023: 1.53%), the marginal decrease being driven
by reductions in the Group's recurring cost base such as the
outcome of the valuation tender conducted during the
year.
Total Returns
Accounting total return, using
EPRA NTA movement and dividends paid, was a healthy 11.8% for the
year ended June 2024 and an annualised 7.4% since launch. Our
portfolio has returned like-for-like valuation growth for each of
the six quarters since the December 2022 macro-driven response to
the higher interest rate environment. Our valuations have been less
volatile than the wider commercial property population, as reported
within the MSCI Monthly Index (All Property), due to the strength
of investment demand and the trading performance at the underlying
home level.
This valuation performance, allied
with our dividend payouts, fully covered by earnings for the same
six-quarter period, has seen EPRA NTA grow by 5.9% over the year,
and 7.5% since the market nadir, and contribute to total
returns.
The consistency of Group level
accounting total returns and those at portfolio level clearly
demonstrate the stability of our business model, and the defensive,
non-cyclical nature of prime care homes as a real estate asset
class.
Debt
Debt facilities were unchanged in
the year at £320 million. The weighted average term to expiry on
the Group's total committed loan facilities was 5.2 years (30 June
2023: 6.2 years), with drawn debt of £243 million incurring a
weighted average cost, inclusive of amortisation of loan
arrangement costs, of 3.9% (3.7% on a cash only basis with costs
excluded).
Net LTV was 22.5%, with the
Group's revolving credit facilities allowing flexible drawdowns
/repayments in line with capital requirements.
Ahead of the earliest refinancing
point in November 2025, the Group has (i) obtained refinancing
terms from its existing bank lenders and (ii) presented to a number
of lenders in the private placement markets. Both avenues have
yielded commercially attractive refinancing terms and options, and
evidenced appetite/demand. These are being carefully assessed with
respect to the Group's preferred financing structure and capital
requirements.
Debt Provider
|
Facility Size
|
Debt Type
|
Drawn at
30
June 2024
|
Maturity
|
Phoenix Group
|
£150m
|
Term debt
|
£150m (fixed rate)
|
Jan 2037 - £63m Jan 2032 -
£87m
|
RBS
|
£70m
|
£30m Term debt
£40m Revolving credit
facility
|
£30m (hedged)
£13m (floating rate)
|
Nov 2025
|
HSBC
|
£100m
|
Revolving credit
facility
|
£50m (hedged)
|
Nov 2025
|
Total
|
£320m
|
|
£243m
|
|
Net debt to EBITDA ratio of 4.6x (2023:
4.8x)
This is a leverage ratio that
compares the Group's long-term liabilities in the form of net debt
to an estimate of its cash flow available to pay down this debt, in
the form of EBITDA (which stands for earnings before interest,
taxes, depreciation and amortisation).
The Group uses adjusted EPRA
earnings as its EBITDA, and the gradual reduction illustrates the
improvement in the Group's ability to repay the capital value of
its debt from earnings over a period in which interest rates have
risen.
Strategic pillar #4
To achieve our social purpose: To adhere to our responsible investment fundamentals,
delivering positive social impact allied with a firm commitment to
environmental sustainability and good governance.
We have a clear ESG Charter
(Targeting Tomorrow) to ensure the social impact objective we
launched with remains embedded in our business for years to come,
working with shareholders, tenants and other stakeholders. We have
made firm ESG commitments which we measure and report progress on
annually.
ESG commitments
|
What this means for Target
|
Status
|
Responsible investment
|
Continue to provide better care
home real estate which results in positive social impact for
residents, their carers and local communities.
|
Met
|
|
Support the sector's transition
from poor real estate standards via long-term financial/ investment
support for new developments.
|
Met
|
|
Obtain reliable certification and
insightful data on the energy efficiency of our real
estate.
|
Met
|
|
Increase data coverage of energy
consumption by our tenants, aiding transparency and our ability to
positively influence energy efficiency.
|
Met
|
|
Ensure ESG factors embedded into
acquisition process and portfolio management.
|
Met
|
|
Net zero commitment.
|
Partially
met
|
Responsible partnerships
|
Engage with tenants to ensure real
estate is meeting their operational and staff needs, allowing
effective care for residents.
|
Partially
met
|
|
Use energy data obtained from
tenants to positively influence behaviours where
possible.
|
Partially
met
|
|
Be a responsible landlord to our
tenants and their communities through significant challenges, such
as pandemics.
|
Met
|
Responsible business
|
To establish an ESG Committee to
provide appropriate focus and impetus to ESG matters.
|
Met
|
|
Ensure the benefits of Board
diversity are achieved.
|
Partially
met
|
|
Participate in benchmarking and
sector appropriate programmes to provide comparable information to
stakeholders.
|
Partially
met
|
|
Other reporting: Align financial
and non-financial reporting with widely used frameworks.
|
Partially
met
|
ESG Commitments in focus: Net Zero Pathway
(NZP)
Quality of input data
Achieving a zero-carbon portfolio
is a crucial part of our suite of "targeting tomorrow" commitments
as a responsible business. It is essential to adopt a strategy that
is:
(i) based on comprehensive and
reliable data;
(ii) achievable and measurable;
and
(iii) suitably
ambitious.
We have collaborated with our
tenants and are now collecting their energy usage data to an extent
(94% coverage) which our external technical experts inform us
compares strongly to sector averages. This rich data allows a
reliable analysis of our starting position and of the impacts of
initiatives. Any such output would be significantly diminished
without the quality of input data we have.
Output status
The output we currently
have:
•
Benchmark data on where we currently stand on
carbon intensity, relative to the CRREM and SBTi joint 1.5°C
decarbonisation pathway, required to achieve net zero in an
appropriate timeframe
•
Suggested energy efficiency and carbon reduction
initiatives relevant to our properties
•
Cost estimates and impact assessments on carbon
intensity
Next steps
We are carefully considering this
information with respect to:
•
How likely is grid decarbonisation and how much
reliance should we place on this versus prioritising on-site
renewables?
•
How effective are on-site electrification
initiatives? (the most relevant question is the relationship
between heat pumps and existing heat distribution systems within a
property)
•
What are our views on the value of offsetting
initiatives, and the future outlook for that market?
Certainties
•
Our portfolio's modernity provides an excellent
starting point, benchmarking significantly ahead of the CRREM and
SBTi current required minimum level of intensity)
•
There are a number of interventions we can pursue
to reduce carbon intensity, which appear to be effective from a
cost perspective. We are currently focussed on increasing our
understanding of these to rank our preferred
initiatives.
We'll continue to perform diligence
to ensure we are educated and informed. Our NZP will have
meaningful and realistic targets, and will include stakeholder
value as an objective when considering how best to deliver a
zero-carbon portfolio.
Principal and emerging risks and risk
management
Risk
|
Description of risk and factors
affecting risk rating
|
Mitigation
|
Poor performance of investments/ investment
assets
Risk rating & change: High (unchanged)
|
There is a risk that a tenant's
business could become unsustainable if its care homes trade poorly.
This could lead to a loss of income for the Group and an adverse
impact on the Group's results and shareholder returns. The strategy
of investing in new purpose-built care homes could lead to
additional fill-up risk and there may be a limited amount of time
that operators can fund start-up losses.
|
The Investment Manager focuses on
tenant diversification across the portfolio and, by considering the
local market dynamics for each home, aims to ensure that rents are
set at sustainable levels. Rent deposits or other guarantees are
sought, where appropriate, to provide additional security for the
Group. The Investment Manager has ongoing engagement with the
Group's tenants to proactively assist and monitor
performance.
|
High inflationary
environment
Risk rating & change:
Medium (decreased)
|
An increase in the UK inflation
rate to a level above the rent review caps in place across the
portfolio's long-term leases may result in a real term decrease in
the Group's income and be detrimental to its performance. In
addition, cost increases for tenants, particularly in relation to
staffing and utilities, may erode their profitability and rent
cover unless their revenue increases accordingly.
|
The Group's portfolio includes
inflation-linked leases, with primarily annual upwards-only rent
reviews within a cap and collar. The gradual fall in the RPI
inflation rate since October 2022 means that, at 30 June 2024, the
rate of inflation was below the level of the Group's rent review
caps. The Investment Manager is monitoring tenant performance,
including rent covers and whether average weekly fees paid by the
underlying diversified mix of publicly funded and private-fee
paying residents are growing in line with inflation.
|
Adverse interest
rate fluctuations
/
debt covenant
compliance
Risk rating & change:
Medium (unchanged)
|
Adverse interest rate fluctuations
will increase the cost of the Group's variable rate debt
facilities; limit borrowing capacity; adversely impact property
valuations; and be detrimental to the Group's overall
returns.
|
The Group has a conservative
gearing strategy and, although net gearing is anticipated to
increase as the Group nears full investment, this reduced following
the property disposals in June 2024. Loan covenants and liquidity
levels are closely monitored for compliance and headroom. The Group
has fixed interest costs on £230 million of its total borrowings of
£243 million as at 30 June 2024.
|
Negative
perception of
the care home
sector
Risk rating & change:
Medium (unchanged)
|
A negative perception of the care
home sector, due to matters such as societal trends, pandemic or
safeguarding failures, or difficulties in accessing social care,
may result in a reduction in demand for care home beds, causing
asset performance to fall below expectations despite the
demographic shifts and the realities of needs-based demand in the
sector. The resultant reputational damage could impact occupancy
levels and rent covers across the portfolio.
|
The Group is committed to investing
in high quality real estate with high quality operators. These
assets are expected to experience demand ahead of the sector
average while in the wider market a large number of care homes
without fit-for-purpose facilities are expected to close. A trend
of improving occupancy rates across the portfolio has been noted in
recent times.
|
Availability
of
capital
Risk rating & change:
Medium (unchanged)
|
Without access to equity or debt
capital, the Group may be unable to grow through acquisition of
attractive investment opportunities. This is likely to be driven by
both investor demand and lender appetite which will reflect Group
performance, competitor performance, general market conditions and
the relative attractiveness of investment in UK healthcare
property.
|
The Group maintains regular
communication with investors and existing debt providers, and, with
the assistance of its broker and sponsor, regularly monitors
the Group's capital requirements and investment pipeline alongside
opportunities to raise both equity and debt. Whilst the Company's
shares remain at a discount, potentially limiting access to equity
capital for further growth, discussions with existing and potential
lenders indicate sufficient appetite to enable a refinancing on
acceptable terms of the Group's loan facilities due to expire in
November 2025.
|
ESG and climate
change
Risk rating & change:
Medium (unchanged)
|
A change in climate, such as an
increased risk of local or coastal flooding, or a change in tenant/
investor demands or regulatory requirements for properties which
meet certain environmental criteria, such as integral heat pumps,
may result in a fall in demand for the Group's properties, reducing
rental income and/or property valuations.
|
The Group is committed to investing
in high quality real estate with high quality operators. The
portfolio's EPC and BREEAM in-use ratings suggest the portfolio is
well positioned to meet future requirements/expectations. The
Investment Manager uses a house standard to ensure ESG factors are
fully considered during the acquisition process.
|
Reduced
availability of
carers, nurses
and other care
home staff
Risk rating & change:
Medium (unchanged)
|
The combined impacts of the
pandemic and increased employment and wage inflation in competing
sectors has reduced the availability of key staff in the care
sector which may result in a reduction in the quality of care for
underlying residents, restrict tenants from being able to admit
residents or result in wage inflation.
|
The Group is committed to investing
in high quality real estate with high quality operators and these
should be better placed to attract staff. The Investment Manager
continues to engage with tenants in the portfolio and to share
examples of best practice in recruitment and retention of
staff.
|
Development
costs
Risk rating & change:
Medium (decreased)
|
The high inflationary environment,
particularly for building materials and staff, combined with supply
chain difficulties, may result in an increased risk that the
developers of contracted developments do not fulfil their
obligations and/or may increase the cost of new development
opportunities.
|
The Group is not significantly
exposed to development risk, with forward funded acquisitions being
developed under fixed price contracts, with the Investment Manager
having considered both the financial strength of the developer and
the ability of the developer's profit to absorb any cost overruns.
As at 30 June 2024, the Group held only two remaining
developments.
|
Breach
of
REIT
regulations
Risk rating & change:
Medium (unchanged)
|
A breach of REIT regulations,
primarily in relation to making the necessary level of
distributions, may result in loss of tax advantages derived from
the Group's REIT status. The Group remains fully compliant with the
REIT regulations and is fully domiciled in the UK.
|
The Group's activities, including
the level of distributions, are monitored to ensure all conditions
are adhered to. The REIT rules are considered during investment
appraisal and transactions structured to ensure conditions are
met.
|
Changes in
government
policies
Risk rating & change:
Medium (unchanged)
|
Changes in government policies,
including those affecting local authority funding of care, may
render the Group's strategy inappropriate. Secure income and
property valuations will be at risk if tenant finances suffer from
policy changes.
|
Government policy is monitored by
the Group to increase the ability to anticipate changes. The
Group's
tenants also typically have a
multiplicity of income sources, with their business models not
wholly dependent on government funding.
|
Reliance on
third party
service
providers
Risk rating & change:
Medium (unchanged)
|
The Group is externally managed
and, as such, relies on a number of service providers. Poor quality
service from providers such as the Investment Manager, company
secretary, broker, legal advisers or depositary could have
potentially negative impacts on the Group's investment performance,
legal obligations, compliance or shareholder relations.
|
The Investment Manager, along with
all other service providers, is subject to regular performance
appraisal by the Board. The Investment Manager has
retained key personnel since the
Group's IPO and has successfully hired further skilled
individuals and invested in its systems.
|
Failure to
differentiate
qualities from
competitors or
poor investment
performance
Risk rating & change:
Medium (unchanged)
|
Failing to differentiate strategy
and qualities from competitors is a significant risk for the
business, with increased competition in the healthcare real estate
sector. The failure to communicate these effectively to
stakeholders could have a negative impact on the Company's share
price, future demand for equity raises and/or debt finance and
wider reputational damage.
|
The stakeholder communications
strategy of the Group has always been to highlight the quality of
the real estate in which the Group invests. The regular production
of investor relations materials (annual and interim reports,
investor presentations and quarterly factsheets) along with direct
engagement with investors helps to mitigate this risk.
|
The Company's risk matrix is
reviewed regularly by the Board. Emerging risks are identified
though regular discussion at Board meetings of matters relevant to
the Company and the sectors in which it operates; including matters
that may impact on the underlying tenant operators. In addition,
the Board holds an annual two-day strategy meeting which includes
presentations from relevant external parties to ensure that the
Board is fully briefed on relevant matters. At the strategy
meeting, as part of an overall SWOT analysis, principal and
emerging risks are discussed and reviewed to ensure that they have
all been appropriately identified and, where necessary, addressed.
The detailed consideration of the Company's viability and its
continuation as a going concern, including sensitivity analysis to
address the appropriate risks, is set out below.
Section 172 Statement: Promoting the success of Target
Healthcare REIT plc
The Board considers that it has
made decisions during the year which will promote the success of
the Group for the benefit of its members as a whole.
a)
The likely consequences of any decision in the long
term
|
Our investment approach is
long-term with an average lease length of 26.4 years. We believe
this is the most responsible approach to provide stability and
sustainability to tenants and key stakeholders. Therefore, most
decisions require consideration of long-term consequences, from
determining a sustainable rent level and the right tenant partner
for each investment, to considering the impact of debt and key
contracts with service providers on the recurring earnings which
support dividends to shareholders.
|
b)
The interests of the Company's employees
|
The Company is externally managed
and therefore has no employees.
|
c)
The need to foster the Company's business relationships
with
suppliers, customers and others
|
As a REIT with no employees, the
Board works in close partnership with the Manager, which runs the
Group's operations and portfolio within parameters set by the Board
and subject to appropriate oversight. The Manager has deep
relationships with tenants, the wider care home sector, and many of
the Group's other suppliers. These are set out in more detail in
the following table.
|
d)
The impact of the Company's operations on the community
and
the environment
|
The Board is confident the Group's
approach to investing in a sensitive sector is responsible with
regard to social and environmental impact. This is set out in more
detail in the community and the environment section of the
following table.
|
e)
The desirability of the Company maintaining a reputation for high
standards of business conduct
|
The Board requires high standards
of itself, service providers and stakeholders. The Group's purpose
and investment objectives dictate that these standards are met in
order to retain credibility. The ethos and tone is set by the Board
and the Manager.
|
f)
The need to act fairly as between members of the
Company
|
The Board encourages an active
dialogue with shareholders to ensure effective communication,
either directly or via its broker and/or Manager. The interests of
all shareholders are considered when issuing new shares and/or
considering the level of distributions or other return of
capital.
|
The significant transactions where
the interests of stakeholders were actively considered by the Board
during the year were:
Dividends paid
The Board recognised the
importance of dividends to its shareholders and, after careful
analysis of the Group's forecast net revenue concluded that, having
reduced the quarterly dividend in January 2023, it was in the
interests of all stakeholders to increase the Company's dividends
in relation to the year ended 30 June 2024 to reflect underlying
rental growth whilst remaining at a level which is expected to be
fully covered with the potential for further growth. As set out in
more detail in the Chair's Statement, the Board intends to increase
the quarterly dividends for 2024/25 by a further 3%.
Ongoing investment and asset management
activity
The Group acquired a new
development site in July 2023. The new, high-quality beds brought
to the market by completion of this operationally net carbon zero
home in June 2024, combined with the Group's other developments and
its asset management activities to increase the percentage of wet
rooms in the property portfolio to 99%, illustrate the Group's
intent of improving the overall level of care home real estate in
the UK. This approach targets attractive long-term returns to
shareholders by focusing on a sustainable and 'future proofed'
sector of the care home market.
The overall quality of the Group's
portfolio was also improved by the disposal of four homes from the
portfolio which were in the lower quartile of the portfolio with
respect to age, lease length and overall building quality. The
disposal at an implied net initial yield of 5.64%, demonstrated to
the market the institutional grade quality and demand for both the
Group's prime care home real estate portfolio and for the wider
sector.
The Group has particularly
considered the level of carbon emissions from its property
portfolio, significantly improving the level of data collection and
significantly advancing its determination of a plan to reach net
zero carbon in line with the science-based target to limit warming
to 1.5°C.
The Group completed the
re-tenanting of a property with the rental level remaining
unchanged and green provisions being included in the revised
lease.
Capital financing
The Board continued to minimise
the Group's exposure to rising interest rates on its borrowings by
allocating the proceeds from the disposal above to reduce the
Group's more expensive unhedged debt and fund the remaining
development pipeline. The Board has encouraged the Investment
Manager to progress the exploration of options available to
refinance the Group's shortest dated debt facilities which expire
in November 2025.
Director appointments
With the completion in the prior
year of the Board's succession plan for the medium term, Dr
Thompsell took on the role of chair of the Nomination Committee, in
addition to her existing role as chair of the Remuneration
Committee, to ensure the ongoing effectiveness of the Board and
continue the process of planning for the longer term. In addition,
subsequent to the year-end, Mr Cotton has been appointed as chair
of the Management Engagement Committee.
Stakeholders
The Company is a REIT and has no
executive directors or employees and is governed by the Board of
Directors. Its main stakeholders are shareholders, tenants and
their underlying residents, debt providers, the Investment Manager,
other service providers and the community and the environment. The
Board considers the long-term consequences of its decisions on its
stakeholders to ensure the long-term sustainability of the
Company.
Shareholders
|
Shareholders are key stakeholders
and the Board proactively seeks the views of its shareholders and
places great importance on communication with them.
The Board reviews the detail of
significant shareholders and recent movements at each Board Meeting
and receives regular reports from the Investment Manager and Broker
on the views of shareholders, and prospective shareholders, as well
as updates on general market trends and expectations. The Chair and
other Directors make themselves available to meet shareholders when
required to discuss the Group's business and address shareholder
queries. The Directors make themselves available at the AGM in
person, with the Company also providing the ability for any
questions to be raised with the Board by email in advance of the
meeting.
The Company and Investment Manager
also provide regular updates to shareholders and the market through
the Annual Report, Interim Report, Sustainability Report, regular
RNS announcements, quarterly investor reports and the Company's
website. The Investment Manager holds a results presentation on the
day of publication of each of the Annual and Interim Reports, and
meets with analysts and members of the financial press throughout
the year.
|
Tenants and underlying residents
|
The Investment Manager liaises
closely with tenants to understand their needs, and those of their
underlying residents, through visits to properties and regular
communication with both care home personnel and senior management
of the tenant operators. The effectiveness of this engagement is
assessed through a regular survey which, during 2024, was
undertaken by an external third-party.
The Investment Manager also
receives, and analyses, management information provided by each
tenant at least quarterly and regularly monitors the CQC, or
equivalent, rating for each home and any online reviews, such as
carehome.co.uk. Any significant matters are discussed with the
tenant and included within the Board reporting.
|
Debt providers
|
The Group has term loan and
revolving credit facilities with the Royal Bank of Scotland plc,
HSBC Bank plc and Phoenix Group (see Note 7 to the extract from the
Consolidated Financial Statements for more information). The
Company maintains a positive working relationship with each of its
lenders and provides regular updates, at least quarterly, on
portfolio activity and compliance with its loan covenants in
relation to each loan facility. The Company has commenced
discussions with both existing and potential new lenders in
relation to refinancing the proportion of its debt facilities which
will expire in November 2025.
|
Investment Manager
|
The Investment Manager has
responsibility for the day-to-day management of the Group pursuant
to the Investment Management Agreement. The Board, and its
committees, are in regular communication with the Investment
Manager and receive formal presentations at every Board Meeting to
aid its oversight of the Group's activities and the formulation of
its ongoing strategy.
The Board, through the Management
Engagement Committee, formally reviews the performance of the
Investment Manager, the terms of its appointment and the quality of
the other services provided at least annually. Further details on
this process and the conclusions reached in relation to the year
ended 30 June 2024 are contained in the Annual Report.
.
|
Other service providers
|
The Board, through the Management
Engagement Committee, formally reviews the performance of each of
its significant service providers at least annually. The reviews
will include the Company's legal advisers, brokers, tax adviser,
auditor, depositary, external valuer, company secretary, insurance
broker, surveyors and registrar. The purpose of these reviews is to
ensure that the quality of the services provided remains of the
standard expected by the Board and that overall costs and other
contractual arrangements remain in the interests of the Group and
other significant stakeholders. The Investment Manager also reports
regularly to the Board on these relationships.
The significant other service
providers, particularly the Group's legal advisers and brokers, are
invited to attend Board Meetings, including the annual Strategy
Meeting, and report directly to the Directors where
appropriate.
|
Community and the environment
|
The Group's principal non-financial
objective is to generate a positive social impact for the end-users
of its real estate. Investment decisions are made based on the
fundamental premise that the real estate is suitable for its
residents, the staff who care for them, and their friends, families
and local communities, both on original acquisition and for the
long-term.
Environmental considerations are an
integral part of the acquisition and portfolio management process,
given the strategy of only acquiring modern buildings which
benchmark well from an energy efficiency aspect and which meet the
requirements of the Investment Manager's ESG Charter 'Targeting
Tomorrow'. Under the remit of the ESG Committee, the progression of
the Group's ESG strategy has prioritised gathering useful
energy/consumption data on its portfolio, whilst identifying and
commencing work on a straightforward hierarchy of initiatives to
maximise the Group's impact over both the short and longer term;
and progressing the formation of a longer term portfolio strategy
in relation to setting and meeting the Group's net zero carbon
target.
|
Alison Fyfe
Chair
16 September 2024
Viability Statement
The AIC Code requires the Board to
assess the Group's prospects, including a robust assessment of the
emerging and principal risks facing the Group including those that
would threaten its business model, future performance, solvency or
liquidity. This assessment is undertaken with the aim of stating
that the Directors have a reasonable expectation that the Group
will continue in operation and be able to meet its liabilities as
they fall due over the period of their assessment.
The Board has conducted this
review over a five-year time horizon, which is a period thought to
be appropriate for a company investing in UK care homes with a
long-term investment outlook. At each Board Meeting, the Directors
consider the key outputs from a detailed financial model covering a
similar five year rolling period, as this is considered the maximum
timescale over which the performance of the Group can be forecast
with a reasonable degree of accuracy. At 30 June 2024, the Group
had a property portfolio which has long leases and a weighted
average unexpired lease term of 26.4 years. The Group had drawn
borrowings of £243.0 million on which the interest rate had been
fixed, either directly or through the use of interest rate
derivatives, on £230.0 million at a maximum weighted interest rate
of 3.52 per cent per annum (excluding the amortisation of
arrangement costs) and the remaining £13.0 million carries interest
at SONIA plus a weighted average margin of 2.18 per cent per annum
(excluding the amortisation of arrangement costs). The Group had
access to a further £77.0 million of available debt under committed
loan facilities which, if drawn, would carry interest at a variable
rate equal to SONIA plus 2.21%. The Group's committed loan
facilities have staggered expiry dates with £170.0 million being
committed to 5 November 2025, £87.3 million to 12 January 2032 and
£62.7 million to 12 January 2037. Discussions with existing and/or
new potential lenders do not indicate any issues with re-financing
these loans on acceptable terms in due course.
The Directors' assessment of the
Group's principal risks are highlighted above. The most significant
risks identified as relevant to the viability statement were those
relating to:
•
Poor performance of investments/ investment
assets: The risk that a tenant is unable to sustain a sufficient
rental cover, leading to a loss of rental income for the
Group;
•
High inflationary environment: The risk that the
level of the UK inflation rate results in a real term decrease in
the Group's income or erodes the profitability of
tenants;
•
Adverse interest rate fluctuations: The risk that
an increase in interest rates may impact property valuations,
increase the cost of the Group's variable rate debt facilities,
and/or limit the Group's borrowing capacity;
•
Negative perception of the care home sector: The
risk that overall demand for care home beds is reduced resulting in
a decline in the capital and/or income return from the property
portfolio; and
•
Reduced availability of care home staff: The risk
that unavailability of staff restricts the ability of tenants to
admit residents or results in significant wage cost inflation,
impacting on the tenants' rental cover and leading to a loss of
rental income for the Group.
In assessing the Group's
viability, the Board has considered the key outputs from a detailed
model of the Group's expected cashflows over the coming five years
under both normal and stressed conditions. The stressed conditions,
which were intended to represent severe but plausible scenarios,
included modelling increases in interest rates of 200bps per annum
compared to market forecasts at 30 June 2024 (which was applied to
both the Group's current uncapped debt and to the assumed rate of
refinancing of the Group's hedged loan facilities which expire in
November 2025), a reduction in the capital value of the property
portfolio of 20% and a significant default on rental receipts from
the Group's tenants equating to an aggregate of c.12% of the
Group's contracted rent roll. The stressed level of default from
the Group's tenants assumed in the financial modelling was based on
a detailed assessment of the financial position of each individual
tenant or tenant group and the structure in place to secure rental
income (such as the strength of tenants' balance sheets, rental
guarantees in place or rental deposits held). The financial
modelling assumed that the Group's dividend continued to be paid
throughout the five year period of the assessment, and that the
financial covenants on the Group's loan facilities remained
substantially unchanged post refinancing. Under the stressed
scenario, the Group's net LTV was forecast to reach a peak of 29%
and no breaches were forecast in relation to the Group's compliance
with the financial covenants on each of its loan
facilities.
Based on the results of the
scenario analysis outlined above, the Board has a reasonable
expectation that the Group will be able to continue in operation
and meet its liabilities as they fall due over the five year period
of its assessment.
Consolidated Statement of Comprehensive Income
(audited)
For
the year ended 30 June
2024
|
|
Year ended 30 June
2024
|
Year
ended 30 June 2023
|
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
Notes
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue
|
|
|
|
|
|
|
|
Rental income
|
|
58,615
|
10,927
|
69,542
|
56,354
|
11,308
|
67,662
|
Other income
|
|
9
|
-
|
9
|
86
|
-
|
86
|
Total revenue
|
|
58,624
|
10,927
|
69,551
|
56,440
|
11,308
|
67,748
|
|
|
|
|
|
|
|
|
Gains/(losses) on
revaluation of investment properties
|
5
|
-
|
24,693
|
24,693
|
-
|
(54,021)
|
(54,021)
|
Gains on investment properties
realised
|
5
|
-
|
1,934
|
1,934
|
-
|
575
|
575
|
Total income
|
|
58,624
|
37,554
|
96,178
|
56,440
|
(42,138)
|
14,302
|
|
|
|
|
|
|
|
|
Expenditure
|
|
|
|
|
|
|
|
Investment management
fee
|
2
|
(7,518)
|
-
|
(7,518)
|
(7,428)
|
-
|
(7,428)
|
Credit loss allowance and bad
debts
|
3
|
(962)
|
-
|
(962)
|
(264)
|
-
|
(264)
|
Other expenses
|
3
|
(3,074)
|
-
|
(3,074)
|
(3,046)
|
-
|
(3,046)
|
Total expenditure
|
|
(11,554)
|
-
|
(11,554)
|
(10,738)
|
-
|
(10,738)
|
Profit/(loss) before finance costs and
taxation
|
|
47,070
|
37,554
|
84,624
|
45,702
|
(42,138)
|
3,564
|
|
|
|
|
|
|
|
|
Net finance costs
|
|
|
|
|
|
|
|
Interest income
|
|
66
|
-
|
66
|
134
|
-
|
134
|
Finance costs
|
|
(10,866)
|
(800)
|
(11,666)
|
(9,572)
|
(698)
|
(10,270)
|
Net finance costs
|
|
(10,800)
|
(800)
|
(11,600)
|
(9,438)
|
(698)
|
(10,136)
|
Profit/(loss) before taxation
|
|
36,270
|
36,754
|
73,024
|
36,264
|
(42,836)
|
(6,572)
|
Taxation
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Profit/(loss) for the year
|
|
36,270
|
36,754
|
73,024
|
36,264
|
(42,836)
|
(6,572)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
Items that are or may be reclassified
subsequently to profit or loss
|
|
|
|
|
|
|
|
Movement in fair value
of interest rate derivatives designated as cash flow
hedges
|
|
-
|
(3,285)
|
(3,285)
|
-
|
2,742
|
2,742
|
Total comprehensive income for the year
|
|
36,270
|
33,469
|
69,739
|
36,264
|
(40,094)
|
(3,830)
|
Earnings per share (pence)
|
4
|
5.85
|
5.92
|
11.77
|
5.85
|
(6.91)
|
(1.06)
|
The total column of this statement
represents the Group's Consolidated Statement of Comprehensive
Income, prepared in accordance with IFRS. The supplementary revenue
return and capital return columns are both prepared under guidance
published by the Association of Investment Companies.
All revenue and capital items in
the above statement are derived from continuing
operations.
No operations were discontinued in
the year.
Consolidated Statement of Financial Position
(audited)
As
at 30 June 2024
|
|
As at
30 June
2024
|
As
at
30 June
2023
|
|
Notes
|
£'000
|
£'000
|
Non-current assets
|
|
|
|
Investment properties
|
5
|
831,573
|
800,155
|
Trade and other
receivables
|
|
88,426
|
76,373
|
Interest rate
derivatives
|
|
2,820
|
6,905
|
|
|
922,819
|
883,433
|
Current assets
|
|
|
|
Trade and other
receivables
|
|
5,667
|
9,459
|
Cash and cash
equivalents
|
|
38,884
|
15,366
|
|
|
44,551
|
24,825
|
Total assets
|
|
967,370
|
908,258
|
Non-current liabilities
|
|
|
|
Loans
|
7
|
(240,672)
|
(227,051)
|
Trade and other
payables
|
|
(9,893)
|
(8,093)
|
|
|
(250,565)
|
(235,144)
|
Current liabilities
|
|
|
|
Trade and other
payables
|
|
(27,512)
|
(18,306)
|
Total liabilities
|
|
(278,077)
|
(253,450)
|
Net assets
|
|
689,293
|
654,808
|
|
|
|
|
Share capital and reserves
|
|
|
|
Share capital
|
8
|
6,202
|
6,202
|
Share premium
|
|
256,633
|
256,633
|
Merger reserve
|
|
47,751
|
47,751
|
Distributable reserve
|
|
170,347
|
187,887
|
Hedging reserve
|
|
1,741
|
5,026
|
Capital reserve
|
|
77,668
|
40,914
|
Revenue reserve
|
|
128,951
|
110,395
|
Equity shareholders' funds
|
|
689,293
|
654,808
|
|
|
|
|
Net asset value per ordinary share (pence)
|
4
|
111.1
|
105.6
|
|
|
|
|
|
|
|
|
Consolidated Statement of Changes in Equity
(audited)
For
the year ended 30 June
2024
|
|
Share
capital
|
Share
premium
|
Merger
reserve
|
Distrib-utable
reserve
|
Hedging
reserve
|
Capital
reserve
|
Revenue
reserve
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
At
30 June 2023
|
|
6,202
|
256,633
|
47,751
|
187,887
|
5,026
|
40,914
|
110,395
|
654,808
|
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
|
-
|
-
|
-
|
-
|
-
|
36,754
|
36,270
|
73,024
|
Other comprehensive income
|
|
-
|
-
|
-
|
-
|
(3,285)
|
-
|
-
|
(3,285)
|
Total comprehensive income
|
|
-
|
-
|
-
|
-
|
(3,285)
|
36,754
|
36,270
|
69,739
|
Transactions with owners recognised in
equity:
|
|
|
|
|
|
|
|
|
|
Dividends paid
|
1
|
-
|
-
|
-
|
(17,540)
|
-
|
-
|
(17,714)
|
(35,254)
|
At
30 June 2024
|
|
6,202
|
256,633
|
47,751
|
170,347
|
1,741
|
77,668
|
128,951
|
689,293
|
For
the year ended 30 June 2023
|
|
Share
capital
|
Share
premium
|
Merger
reserve
|
Distrib-utable
reserve
|
Hedging
reserve
|
Capital
reserve
|
Revenue
reserve
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
At
30 June 2022
|
|
6,202
|
256,633
|
47,751
|
226,461
|
2,284
|
83,750
|
75,686
|
698,767
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit for the year
|
|
-
|
-
|
-
|
-
|
-
|
(42,836)
|
36,264
|
(6,572)
|
Other comprehensive income
|
|
-
|
-
|
-
|
-
|
2,742
|
-
|
-
|
2,742
|
Total comprehensive income
|
|
-
|
-
|
-
|
-
|
2,742
|
(42,836)
|
36,264
|
(3,830)
|
Transactions with owners recognised in
equity:
|
|
|
|
|
|
|
|
|
|
Dividends paid
|
1
|
-
|
-
|
-
|
(38,574)
|
-
|
-
|
(1,555)
|
(40,129)
|
At
30 June 2023
|
|
6,202
|
256,633
|
47,751
|
187,887
|
5,026
|
40,914
|
110,395
|
654,808
|
Consolidated Statement of Cash Flows
(audited)
For
the year ended 30 June 2024
|
|
Year ended
30 June
2024
|
Year
ended
30 June
2023
|
|
Note
|
£'000
|
£'000
|
Cash flows from operating activities
|
|
|
|
Profit/(loss) before
tax
|
|
73,024
|
(6,572)
|
Adjustments for:
|
|
|
|
Interest income
|
|
(66)
|
(134)
|
Finance costs
|
|
11,666
|
10,270
|
Revaluation (gains)/losses on
investment properties and movements in lease incentives, net of
acquisition costs written off
|
5
|
(35,620)
|
42,713
|
Gains on investment properties
realised
|
5
|
(1,934)
|
(575)
|
Decrease/(increase) in trade and
other receivables
|
|
3,083
|
(4,550)
|
Increase/(decrease) in trade and
other payables
|
|
2,088
|
(325)
|
|
|
52,241
|
40,827
|
Interest paid
|
|
(9,962)
|
(8,719)
|
Premium paid on interest rate
cap
|
|
-
|
(2,577)
|
Interest received
|
|
66
|
134
|
|
|
(9,896)
|
(11,162)
|
Net cash inflow from operating activities
|
|
42,345
|
29,665
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
Purchase of investment properties,
including acquisition costs
|
|
(40,927)
|
(29,342)
|
Disposal of investment properties,
net of lease incentives
|
|
44,344
|
25,789
|
Net cash inflow/(outflow) from investing
activities
|
|
3,417
|
(3,553)
|
Cash flows from financing activities
|
|
|
|
Drawdown of bank loan
facilities
|
|
52,500
|
62,000
|
Repayment of bank loan
facilities
|
|
(39,500)
|
(66,750)
|
Expenses of arrangement of bank
loan facilities
|
|
-
|
(205)
|
Dividends paid
|
|
(35,244)
|
(40,274)
|
Net cash outflow from financing activities
|
|
(22,244)
|
(45,229)
|
|
|
|
|
Net increase/(decrease) in cash and cash
equivalents
|
|
23,518
|
(19,117)
|
Opening cash and cash
equivalents
|
|
15,366
|
34,483
|
Closing cash and cash equivalents
|
|
38,884
|
15,366
|
Transactions which do not require the use of
cash
|
|
|
Movement in fixed or guaranteed
rent reviews and lease incentives
|
11,766
|
13,516
|
Fixed or guaranteed rent reviews
derecognised on disposal or
re-tenanting
|
(1,449)
|
(732)
|
Total
|
10,317
|
12,784
|
Statement of Directors' Responsibilities in Respect of the
Annual Financial Report
In accordance with Chapter 4 of
the Disclosure Guidelines and Transparency Rules, we confirm that
to the best of our knowledge:
· The financial statements contained within the Annual Report
for the year ended 30 June 2024, of which this statement of results
is an extract, have been prepared in accordance with applicable
UK-adopted International Financial Reporting Standards, on a going
concern basis, and give a true and fair view of the assets,
liabilities, financial position and return of the
Company;
· The Chairman's Statement, Investment Manager's Report and Our
Strategy include a fair review of the development and performance
of the business and the position of the Company, including
important events that have occurred during the financial year and
their impact on the financial statements;
· 'Principal and emerging risks and risk management'
includes a description
of the Company's principal and emerging risks and uncertainties;
and
·
The Annual Report includes
details of related party transactions that have taken place during
the financial year.
On behalf of the Board
Alison Fyfe
Chair
16 September 2024
Extract from Notes to the Audited Consolidated Financial
Statements
1. Dividends
Amounts paid as distributions to
equity holders during the year to 30 June 2024.
|
Dividend
rate
(pence per
share)
|
Year ended
30 June
2024
£'000
|
Fourth interim dividend for the
year ended 30 June 2023
|
1.400
|
8,683
|
First interim dividend for the year
ended 30 June 2024
|
1.428
|
8,857
|
Second interim dividend for the
year ended 30 June 2024
|
1.428
|
8,857
|
Third interim dividend for the year
ended 30 June 2024
|
1.428
|
8,857
|
Total
|
5.684
|
35,254
|
Amounts paid as distributions to
equity holders during the year to 30 June 2023.
|
Dividend
rate
(pence
per share)
|
Year
ended
30 June
2023
£'000
|
Fourth interim dividend for the
year ended 30 June 2022
|
1.69
|
10,482
|
First interim dividend for the year
ended 30 June 2023
|
1.69
|
10,482
|
Second interim dividend for the
year ended 30 June 2023
|
1.69
|
10,482
|
Third interim dividend for the year
ended 30 June 2023
|
1.40
|
8,683
|
Total
|
6.47
|
40,129
|
It is the policy of the Directors
to declare and pay dividends as interim dividends. The Directors do
not therefore recommend a final dividend. The fourth interim
dividend in respect of the year ended 30 June 2024, of 1.428 pence
per share, was paid on 30 August 2024 to shareholders on the
register on 16 August 2024 and amounted to £8,857,000. It is the
intention of the Directors that the Group will continue to pay
dividends quarterly.
2.
Fee paid to the Investment Manager
|
Year ended
30 June
2024
|
Year ended
30 June
2023
|
|
£'000
|
£'000
|
Investment management fee
|
7,518
|
7,428
|
Total
|
7,518
|
7,428
|
The Group's Investment Manager and
Alternative Investment Fund Manager ('AIFM') is Target Fund
Managers Limited (the 'Investment Manager' or 'Target'). The
Investment Manager is entitled to an annual management fee
calculated on a tiered basis based on the net assets of the Group
as set out below. Where applicable, VAT is payable in
addition.
Net assets of the Group
|
Management fee
percentage
|
Up to and including £500
million
|
1.05
|
Above £500 million and up to and
including £750 million
|
0.95
|
Above £750 million and up to and
including £1 billion
|
0.85
|
Above £1 billion and up to and
including £1.5 billion
|
0.75
|
Above £1.5 billion
|
0.65
|
The Investment Manager is entitled
to an additional fee of £156,000 per annum (plus VAT), increasing
annually in line with inflation, in relation to their appointment
as Company Secretary and Administrator to the Group.
The Investment Management
Agreement can be terminated by either party on 24 months' written
notice. Should the Company terminate the Investment Management
Agreement earlier then compensation in lieu of notice will be
payable to the Investment Manager. The Investment Management
Agreement may be terminated immediately without compensation if the
Investment Manager: is in material breach of the agreement; is
guilty of negligence, wilful default or fraud; is the subject of
insolvency proceedings; or there occurs a change of Key Managers to
which the Board has not given its prior consent.
3. Other expenses
|
Year ended
30 June
2024
£'000
|
Year
ended
30 June
2023
£'000
|
Total movement in credit loss
allowance
|
962
|
(4,991)
|
Bad debts written off
|
-
|
5,255
|
Credit loss allowance charge
|
962
|
264
|
|
Year ended
30 June
2024
£'000
|
Year
ended
30 June
2023
£'000
|
Valuation and other professional
fees
|
1,107
|
1,131
|
Auditor's remuneration
for:
|
|
|
- statutory audit of the
Company
|
181
|
131
|
- statutory audit of the Company's
subsidiaries
|
277
|
221
|
- review of interim financial
information
|
16
|
16
|
Other taxation compliance and
advisory*
|
271
|
258
|
Secretarial and administration
fees
|
229
|
208
|
Directors' fees
|
227
|
218
|
Direct property costs
|
199
|
182
|
Public relations and
marketing
|
179
|
229
|
Listing and Registrar
fees
|
115
|
114
|
Printing, postage and
website
|
100
|
95
|
Other
|
173
|
243
|
Total other expenses
|
3,074
|
3,046
|
* The other taxation compliance
and advisory fees were all paid to parties other than the Company's
Auditor.
4. Earnings per share and Net Asset Value per
share
Earnings per share
|
Year ended 30 June
2024
|
Year
ended 30 June 2023
|
|
£'000
|
Pence per
share
|
£'000
|
Pence per
share
|
Revenue earnings
|
36,270
|
5.85
|
36,264
|
5.85
|
Capital earnings
|
36,754
|
5.92
|
(42,836)
|
(6.91)
|
Total earnings
|
73,024
|
11.77
|
(6,572)
|
(1.06)
|
|
|
|
|
|
Average number of shares in issue
|
|
620,237,346
|
|
620,237,346
|
|
|
|
|
|
|
There were no dilutive shares or
potentially dilutive shares in issue.
EPRA is an industry body which
issues best practice reporting guidelines for financial disclosures
by public real estate companies and the Group reports an EPRA NAV
quarterly. EPRA has issued best practice recommendations for the
calculation of certain figures which are included below. Other EPRA
measures are included in the section below entitled EPRA
Performance Measures.
The EPRA earnings are arrived at
by adjusting for the revaluation movements on investment properties
and other items of a capital nature and represents the revenue
earned by the Group.
The Group's specific adjusted EPRA
earnings adjusts the EPRA earnings for rental income arising from
recognising guaranteed rental review uplifts and for development
interest received from developers in relation to monies advanced
under forward fund agreements which, in the Group's IFRS financial
statements, is required to be offset against the book cost of the
property under development. The Board believes that the Group's
specific adjusted EPRA earnings represents the underlying
performance measure appropriate for the Group's business model as
it illustrates the underlying revenue stream and costs generated by
the Group's property portfolio.
The reconciliations are provided in
the table below:
|
Year ended
30 June
2024
£'000
|
Year
ended
30 June
2023
£'000
|
Earnings per IFRS Consolidated Statement of Comprehensive
Income
|
73,024
|
(6,572)
|
Adjusted for gains on investment
properties realised
|
(1,934)
|
(575)
|
Adjusted for revaluations of
investment properties
|
(24,693)
|
54,021
|
Adjusted for finance and
transaction costs on the interest rate cap and other capital
items
|
800
|
698
|
EPRA earnings
|
47,197
|
47,572
|
Adjusted for rental income arising
from recognising guaranteed rent review uplifts
|
(10,927)
|
(11,308)
|
Adjusted for development interest
under forward fund agreements
|
1,767
|
952
|
Group specific adjusted EPRA earnings
|
38,037
|
37,216
|
|
|
|
Earnings per share ('EPS') (pence per
share)
|
|
|
EPS per IFRS Consolidated
Statement of Comprehensive Income
|
11.77
|
(1.06)
|
EPRA EPS
|
7.61
|
7.67
|
Group specific adjusted EPRA
EPS
|
6.13
|
6.00
|
Net
Asset Value per share
The Group's Net Asset Value per
ordinary share of 111.1 pence (2023: 105.6 pence) is based on
equity shareholders' funds of £689,293,000 (2023: £654,808,000) and
on 620,237,346 (2023: 620,237,346) ordinary shares, being the
number of shares in issue at the year-end.
The EPRA best practice
recommendations include a set of EPRA NAV metrics that are arrived
at by adjusting the net asset value calculated under International
Financial Reporting Standards ('IFRS') to provide stakeholders with
what EPRA believe to be the most relevant information on the fair
value of the assets and liabilities of a real estate investment
company, under different scenarios. The three EPRA NAV metrics
are:
· EPRA Net Reinstatement Value
('NRV'): Assumes that entities never
sell assets and aims to represent the value required to rebuild the
entity. The objective is to highlight the value of net assets on a
long-term basis. Assets and liabilities that are not expected to
crystallise in normal circumstances, such as the fair value
movements on financial derivatives, are excluded and the costs of
recreating the Group through investment markets, such as property
acquisition costs and taxes, are included.
· EPRA Net Tangible Assets
('NTA'): Assumes that entities buy
and sell assets, thereby crystallising certain levels of
unavoidable deferred tax. Given the Group's REIT status, it is not
expected that significant deferred tax will be applicable to the
Group.
· EPRA Net Disposal Value
('NDV'): Represents the
shareholders' value under a disposal scenario, where deferred tax,
financial instruments and certain other adjustments are calculated
to the full extent of their liability, net of any resulting tax. At
30 June 2024, the Group held all its material balance sheet items
at fair value, or at a value considered to be a close approximation
to fair value, in its financial statements apart from its
fixed-rate debt facilities where the fair value is estimated to be
lower than the nominal value. See note 7 for further details on the
Group's loan facilities.
|
2024
EPRA NRV
£'000
|
2024
EPRA NTA
£'000
|
2024
EPRA NDV
£'000
|
2023
EPRA
NRV
£'000
|
2023
EPRA
NTA
£'000
|
2023
EPRA
NDV
£'000
|
IFRS NAV per financial statements
|
689,293
|
689,293
|
689,293
|
654,808
|
654,808
|
654,808
|
Fair value of interest rate
derivatives
|
(2,820)
|
(2,820)
|
-
|
(6,905)
|
(6,905)
|
-
|
Fair value of loans
|
-
|
-
|
29,780
|
-
|
-
|
39,672
|
Estimated purchasers'
costs
|
60,026
|
-
|
-
|
57,461
|
-
|
-
|
EPRA net assets
|
746,499
|
686,473
|
719,073
|
705,364
|
647,903
|
694,480
|
EPRA net assets (pence per share)
|
120.4
|
110.7
|
115.9
|
113.7
|
104.5
|
112.0
|
5.
Investment properties
Freehold and leasehold properties
|
As at
30 June
2024
|
As
at
30 June
2023
|
|
£'000
|
£'000
|
Opening market value
|
868,705
|
911,596
|
Opening fixed or guaranteed rent
reviews
|
(59,378)
|
(48,802)
|
Opening lease incentives
|
(9,172)
|
(7,903)
|
Opening performance
payments
|
-
|
2,800
|
Opening carrying value
|
800,155
|
857,691
|
|
|
|
Disposals - proceeds
|
(44,344)
|
(26,728)
|
- gain on sale
|
1,382
|
6,088
|
Purchases and performance
payments
|
45,444
|
23,494
|
Acquisition costs
capitalised
|
332
|
273
|
Acquisition costs written
off
|
(332)
|
(273)
|
Unrealised loss/(gain) realised
during the year
|
552
|
(5,513)
|
Revaluation movement -
gains
|
45,496
|
3,645
|
Revaluation movement -
losses
|
(8,705)
|
(43,877)
|
Movement in market value
|
39,825
|
(42,891)
|
Fixed or guaranteed rent reviews
derecognised on disposal
or
re-tenanting
|
1,449
|
732
|
Lease incentives derecognised on
disposal or re-tenanting
|
-
|
939
|
Movement in fixed or guaranteed rent
reviews
|
(10,927)
|
(11,308)
|
Movement in lease
incentives
|
(839)
|
(2,208)
|
Movement in performance
payments
|
1,910
|
(2,800)
|
Movement in carrying value
|
31,418
|
(57,536)
|
|
|
|
Closing market value
|
908,530
|
868,705
|
Closing fixed or guaranteed rent
reviews
|
(68,856)
|
(59,378)
|
Closing lease incentives
|
(10,011)
|
(9,172)
|
Closing performance payments (see
Note 10)
|
1,910
|
-
|
Closing carrying value
|
831,573
|
800,155
|
Changes in the valuation of investment
properties
|
Year ended
30 June
2024
£'000
|
Year
ended
30 June
2023
£'000
|
Gain on sale of investment
properties
|
1,382
|
6,088
|
Unrealised loss/(gain) realised
during the year
|
552
|
(5,513)
|
Gain on sale of investment
properties realised
|
1,934
|
575
|
Revaluation movement
|
36,791
|
(40,232)
|
Acquisition costs written
off
|
(332)
|
(273)
|
Movement in fixed or guaranteed
rent reviews
|
(10,927)
|
(11,308)
|
Movement in lease
incentives
|
(839)
|
(2,208)
|
Gains/(losses) on revaluation of investment
properties
|
26,627
|
(53,446)
|
The investment properties can be
analysed as follows:
|
As at
30 June
2024
|
As
at
30 June
2023
|
|
£'000
|
£'000
|
Standing assets
|
889,255
|
851,305
|
Developments under forward fund
agreements
|
19,275
|
17,400
|
Closing market value
|
908,530
|
868,705
|
At 30 June 2024, the properties
were valued at £908,530,000 by CBRE Limited ('CBRE'), in their
capacity as external valuers. The valuation was undertaken in
accordance with the RICS Valuation - Global Standards,
incorporating the International Valuation Standards (the 'Red Book
Global', 31 January 2022) issued by the Royal Institution of
Chartered Surveyors ('RICS') on the basis of Market Value,
supported by reference to market evidence of transaction prices for
similar properties. CBRE has recent experience in the location and
category of the investment properties being valued. At 30 June
2023, the properties had been valued at £868,705,000 by Colliers
International Healthcare Property Consultants Limited ('Colliers')
on the same basis.
Market Value represents the
estimated amount for which an asset or liability should exchange on
the valuation date between a willing buyer and a willing seller in
an arm's length transaction, after proper marketing where the
parties had each acted knowledgeably, prudently and without
compulsion. The quarterly property valuations are reviewed by the
Board at each Board meeting. The fair value of the properties after
adjusting for the movement in the fixed or guaranteed rent reviews,
lease incentives and performance payments was £831,573,000 (2023:
£800,155,000). The adjustment consisted of £68,856,000 (2023:
£59,378,000) relating to fixed or guaranteed rent reviews and
£10,011,000 (2023: £9,172,000) of accrued income relating to the
recognition of rental income over rent free periods subsequently
amortised over the life of the lease, which are both separately
recorded in the accounts as non-current or current assets within
'trade and other receivables'. An adjustment is also made to
reflect the amount by which the portfolio value is expected to
increase if the performance payments recognised in 'trade and other
payables' are paid and the passing rent at the relevant property
increased accordingly (see Note 10). The total purchases in the
year to 30 June 2024, inclusive of the performance payments
recognised in the year, were £47,354,000 (2023:
£20,694,000).
6. Investment in subsidiary undertakings
The Group included 49 subsidiary
companies as at 30 June 2024 (30 June 2023: 49). All subsidiary
companies were wholly owned, either directly or indirectly, by the
Company and, from the date of acquisition onwards, the principal
activity of each company within the Group was to act as an
investment and property company. Other than one subsidiary
incorporated in Jersey, two subsidiaries incorporated in Gibraltar
and two subsidiaries incorporated in Luxembourg, all subsidiaries
are incorporated within the United Kingdom.
The Group did not incorporate,
acquire or dispose of any subsidiaries during the year (2023: the
Group dissolved eight companies which had been acquired as part of
previous corporate acquisitions).
7. Loans
|
As at
30 June
2024
£'000
|
As
at
30 June
2023
£'000
|
Principal amount
outstanding
|
243,000
|
230,000
|
Set-up costs
|
(4,520)
|
(4,520)
|
Amortisation of set-up
costs
|
2,192
|
1,571
|
Total
|
240,672
|
227,051
|
In November 2020, the Group
entered into a £70,000,000 committed term loan and revolving credit
facility with the Royal Bank of Scotland plc ('RBS') which is
repayable in November 2025. Interest accrues on the bank loan at a
variable rate, based on SONIA plus margin and mandatory lending
costs, and is payable quarterly. The margin is 2.18 per cent per
annum on £50,000,000 of the facility and 2.33 per cent per annum on
the remaining £20,000,000 revolving credit facility, both for the
duration of the loan. A non-utilisation fee of 1.13 per cent per
annum is payable on the first £20,000,000 of any undrawn element of
the facility, reducing to 1.05 per cent per annum thereafter. As at
30 June 2024, the Group had drawn £43,000,000 under this facility
(2023: £30,000,000).
In November 2020, the Group
entered into a £100,000,000 revolving credit facility with HSBC
Bank plc ('HSBC') which is repayable in November 2025. Interest
accrues on the bank loan at a variable rate, based on SONIA plus
margin and mandatory lending costs, and is payable quarterly. The
margin is 2.17 per cent per annum for the duration of the loan and
a non-utilisation fee of 0.92 per cent per annum is payable on any
undrawn element of the facility. As at 30 June 2024, the Group had
drawn £50,000,000 under this facility (2023:
£50,000,000).
In January 2020 and November 2021,
the Group entered into committed term loan facilities with Phoenix
Group of £50,000,000 and £37,250,000, respectively. Both these
facilities are repayable on 12 January 2032. The Group has a
further committed term loan facility with Phoenix Group of
£62,750,000 which is repayable on 12 January 2037. Interest accrues
on these three loans at aggregate annual fixed rates of interest of
3.28 per cent, 3.13 per cent and 3.14 per cent, respectively and is
payable quarterly. As at 30 June 2024, the Group had drawn
£150,000,000 under these facilities (2023:
£150,000,000).
The following interest rate
derivatives were in place during the year ended 30 June
2024:
Notional Value
|
Starting Date
|
Ending Date
|
Interest Paid
|
Interest Received
|
Counter-party
|
30,000,000
|
5 November 2020
|
5 November 2025
|
0.30%
|
Daily compounded SONIA (floor
at
-0.08%)
|
RBS
|
50,000,000
|
1 November 2022
|
5 November 2025
|
nil
|
Daily compounded SONIA above 3.0%
cap
|
HSBC
|
The Group paid a premium of
£2,577,000, inclusive of transaction costs of £169,000, on entry
into the £50,000,000 interest rate cap in November 2022.
At 30 June 2024, inclusive of the
interest rate derivatives, the interest rate on £230,000,000 of the
Group's borrowings has been capped, including the amortisation of
loan arrangement costs, at an all-in rate of 3.70 per cent per
annum until at least 5 November 2025. The remaining £90,000,000 of
debt, of which £13,000,000 was drawn at 30 June 2024, would, if
fully drawn, carry interest at a variable rate equal to daily
compounded SONIA plus a weighted average lending margin, including
the amortisation of loan arrangement costs, of 2.46 per cent per
annum.
The aggregate fair value of the
interest rate derivatives held at 30 June 2024 was an asset of
£2,820,000 (2023: £6,905,000). The Group categorises all interest
rate derivatives as level 2 in the fair value hierarchy.
At 30 June 2024, the nominal value
of the Group's loans equated to £243,000,000 (2023: £230,000,000).
Excluding the interest rate derivatives referred to above, the fair
value of these loans, based on a discounted cashflow using the
market rate on the relevant treasury plus an estimated margin based
on market conditions at 30 June 2024, totalled, in aggregate,
£213,220,000 (2023: £190,328,000). The payment required to redeem
the loans in full, incorporating the terms of the Spens clause in
relation to the Phoenix Group facilities, would have been
£226,721,000 (2023: £209,898,000). The loans are categorised as
level 3 in the fair value hierarchy given the estimated margin is
not observable market data.
The RBS loan is secured by way of
a fixed and floating charge over the majority of the assets of the
THR Number One plc Group ('THR1 Group') which consists of THR1 and
its five subsidiaries. The Phoenix Group loans of £50,000,000 and
£37,250,000 are secured by way of a fixed and floating charge over
the majority of the assets of the THR Number 12 plc Group ('THR12
Group') which consists of THR12 and its eight subsidiaries. The
Phoenix Group loan of £62,750,000 is secured by way of a fixed and
floating charge over the majority of the assets of THR Number 43
plc ('THR43'). The HSBC loan is secured by way of a fixed and
floating charge over the majority of the assets of the THR Number
15 plc Group ('THR15 Group') which consists of THR15 and its 18
subsidiaries. In aggregate, the Group has granted a fixed charge
over properties with a market value of £743,265,000 as at 30 June
2024 (2023: £762,100,000).
Under the covenants related to the
loans, the Group is to ensure that:
· the
loan to value percentage for each of THR1 Group and THR15 Group
does not exceed 50 per cent;
· the
loan to value percentage for THR12 Group and THR43 does not exceed
60 per cent;
· the
interest cover for THR1 Group is greater than 225 per cent on any
calculation date;
· the
interest cover for THR15 Group is greater than 200 per cent on any
calculation date; and
· the
debt yield for each of THR12 Group and THR43 is greater than 10 per
cent on any calculation date.
The significant terms of the
facilities remained unchanged and all loan covenants have been
complied with during the year.
Analysis of net debt:
|
Cash and cash
equivalents
|
Borrowing
|
Net debt
|
Cash and
cash equivalents
|
Borrowing
|
Net
debt
|
|
2024
|
2024
|
2024
|
2023
|
2023
|
2023
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Opening balance
|
15,366
|
(227,051)
|
(211,685)
|
34,483
|
(231,383)
|
(196,900)
|
Cash flows
|
23,518
|
(13,000)
|
10,518
|
(19,117)
|
4,955
|
(14,162)
|
Non-cash flows
|
-
|
(621)
|
(621)
|
-
|
(623)
|
(623)
|
Closing balance
|
38,884
|
(240,672)
|
(201,788)
|
15,366
|
(227,051)
|
(211,685)
|
8. Share capital
Allotted, called-up and fully paid
ordinary shares of £0.01 each
|
Number of
shares
|
£'000
|
Balance as at 30 June 2023 and 30
June 2024
|
620,237,346
|
6,202
|
Under the Company's Articles of
Association, the Company may issue an unlimited number of ordinary
shares. Ordinary shareholders are entitled to all dividends
declared by the Company and to all of the Company's assets after
repayment of its borrowings and ordinary creditors. Ordinary
shareholders have the right to vote at meetings of the Company. All
ordinary shares carry equal voting rights.
During the year to 30 June 2024,
the Company did not issue any ordinary shares (2023: nil). The
Company did not repurchase any ordinary shares into treasury (2023:
nil) or resell any ordinary shares from treasury (2023: nil). At 30
June 2024, the Company did not hold any shares in treasury (2023:
nil).
Capital management
The Group's capital is represented
by the share capital, share premium, merger reserve, distributable
reserve, hedging reserve, capital reserve, revenue reserve and
long-term borrowings. The Group is not subject to any
externally-imposed capital requirements, other than the financial
covenants on its loan facilities as detailed in note 7.
The capital of the Group is
managed in accordance with its investment policy, in pursuit of its
investment objective.
Capital risk management
The objective of the Group is to
provide ordinary shareholders with an attractive level of income
together with the potential for income and capital growth from
investing in a diversified portfolio of freehold and long leasehold
care homes that are let to care home operators; and other
healthcare assets in the UK.
The Board has responsibility for
ensuring the Group's ability to continue as a going concern. This
involves the ability to borrow monies in the short and long term;
and pay dividends out of reserves, all of which are considered and
approved by the Board on a regular basis.
To maintain or adjust the capital
structure, the Company may adjust the dividend payment to
shareholders, return capital to shareholders, issue new shares or
buyback shares for cancellation or for holding in treasury. The
Company may also increase or decrease its level of long-term
borrowings. The Group monitors capital using the net LTV ratio,
which was 22.5% at 30 June 2024 (2023: 24.7%). The Board currently
intends that, over the medium term, borrowings of the Group will
represent approximately 25 per cent of the Group's gross assets at
the time of drawdown.
Where ordinary shares are held in
treasury these are available to be sold to meet on-going market
demand. The ordinary shares will be sold only at a premium to the
prevailing NAV per share. The net proceeds of any subsequent sales
of shares out of treasury will provide the Company with additional
capital to enable it to take advantage of investment opportunities
in the market and make further investments in accordance with the
Company's investment policy and within its appraisal criteria.
Holding shares in treasury for this purpose assists the Company in
matching its on-going capital requirements to its investment
opportunities and therefore reduces the negative effect of holding
excess cash on its balance sheet over the longer term.
No changes were made in the
capital management objectives, policies or processes during the
year.
9.
Financial instruments
Consistent with its objective, the
Group holds UK care home property investments. In addition, the
Group's financial instruments comprise cash, loans and receivables
and payables that arise directly from its operations. The Group's
exposure to derivative instruments consists of interest rate swaps
and interest rate caps used to fix the interest rate on the Group's
variable rate borrowings.
The Group is exposed to various
types of risk that are associated with financial instruments. The
most important types are credit risk, liquidity risk, interest rate
risk and market price risk. There is no foreign currency risk as
all assets and liabilities of the Group are maintained in pounds
sterling.
The Board reviews and agrees
policies for managing the Group's risk exposure. These policies are
summarised below and have remained unchanged for the year under
review. These disclosures include, where appropriate, consideration
of the Group's investment properties which, whilst not constituting
financial instruments as defined by IFRS, are considered by the
Board to be integral to the Group's overall risk
exposure.
Credit risk
Credit risk is the risk that an
issuer or counterparty will be unable or unwilling to meet a
commitment that it has entered into with the Group. At the
reporting date, the Group's financial assets exposed to credit risk
amounted to £41,536,000 (2023: £22,850,000), consisting of cash of
£38,884,000 (2023: £15,366,000), accrued development interest of
£1,076,000 (2023: £1,010,000) net rent receivable of £890,000
(2023: £1,088,000), other debtors of £686,000 (2023: £1,091,000)
and cash held in escrow for property purchases of £nil (2023:
£4,295,000).
In the event of default by a
tenant if it is in financial difficulty or otherwise unable to meet
its obligations under the lease, the Group will suffer a rental
shortfall and incur additional expenses until the property is
relet. These expenses could include legal and surveyor's costs in
reletting, maintenance costs, insurances, rates and marketing costs
and may have a material adverse impact on the financial condition
and performance of the Group and/or the level of dividend cover.
The Group may also require to provide rental incentives to the
incoming tenant. The Board receives regular reports on
concentrations of risk and any tenants in arrears. The Investment
Manager monitors such reports in order to anticipate, and minimise
the impact of, defaults by occupational tenants. The expected
credit risk in relation to tenants is an inherent element of the
due diligence considered by the Investment Manager on all property
transactions with an emphasis being placed on ensuring that the
initial rent is set at a sustainable level. The risk is further
mitigated by rental deposits or guarantees where considered
appropriate. The majority of rental income is received in
advance.
As at 30 June 2024, the Group had
recognised a credit loss allowance totalling £2,935,000 (2023:
£1,972,000) against a gross rent receivable balance of £3,267,000
(2023: £2,496,000) and gross loans to tenants totalling £952,000
(2023: £989,000). Of the gross receivable of £3,485,000 at 30 June
2023, £383,000 was subsequently recovered and £3,102,000 is still
outstanding. There were no other financial assets which were either
past due or considered impaired at 30 June 2024 (2023:
nil).
All of the Group's cash is placed
with financial institutions with a long-term credit rating of BBB
or better. Bankruptcy or insolvency of such financial institutions
may cause the Group's ability to access cash placed on deposit to
be delayed, limited or lost. Should the credit quality or the
financial position of the banks currently employed significantly
deteriorate, cash holdings would be moved to another
bank.
Should the Group hold significant
cash balances for an extended period, then counterparty risk will
be spread, by placing cash across different financial institutions.
At 30 June 2024 the Group held £37.7 million (2023: £15.2 million)
with The Royal Bank of Scotland plc and £1.2 million (2023: £0.2
million) with HSBC Bank plc. Given the credit quality of the
counterparties used, no credit loss allowance is recognised against
cash balances as it is considered to be immaterial.
Liquidity risk
Liquidity risk is the risk that
the Group will encounter difficulties in realising assets or
otherwise raising funds to meet financial commitments. The Group's
investments comprise UK care homes. Property and property-related
assets in which the Group invests are not traded in an organised
public market and may be illiquid. As a result, the Group may not
be able to liquidate quickly its investments in these properties at
an amount close to their fair value in order to meet its liquidity
requirements.
The Group's liquidity risk is
managed on an on-going basis by the Investment Manager and
monitored on a quarterly basis by the Board. In order to mitigate
liquidity risk the Group aims to have sufficient cash balances
(including the expected proceeds of any property sales) to meet its
obligations for a period of at least twelve months.
Interest rate risk
Some of the Company's financial
instruments are interest-bearing. Interest-rate risk is the risk
that future cash flows will change adversely as a result of changes
in market interest rates.
The Group's policy is to hold cash
in variable rate or short-term fixed rate bank accounts. At 30 June
2024, interest was being received on cash at a weighted average
variable rate of 1.1% (2023: nil). Exposure varies throughout the
period as a consequence of changes in the composition of the net
assets of the Group arising out of the investment and risk
management policies. These balances expose the Group to cash flow
interest rate risk as the Group's income and operating cash flows
will be affected by movements in the market rate of
interest.
The Group has £170,000,000 (2023:
£170,000,000) of committed term loans and revolving credit
facilities which were charged interest at a rate of SONIA plus the
relevant margin. At the year-end £93,000,000 of the variable rate
facilities had been drawn down (2023: £80,000,000). The fair value
of the variable rate borrowings is affected by changes in the
market rate of the lending margin that would apply to similar
loans. The variable rate borrowings are carried at amortised cost
and the Group considers this to be a close approximation to fair
value at 30 June 2024 and 30 June 2023.
At 30 June 2024, the Group had
hedged its exposure on £80,000,000 of the £93,000,000 of the drawn
variable rate borrowings (2023: £80,000,000 of the £80,000,000 of
drawn variable rate facilities was hedged). On the unhedged
variable rate borrowings, interest is payable at a variable rate
equal to SONIA plus the weighted average lending margin, including
the amortisation of costs, of 2.46 per cent per annum (2023: 2.46
per cent). The variable rate borrowings expose the Group to cash
flow interest rate risk as the Group's income and operating cash
flows will be affected by movements in the market rate of
interest.
The Group has fixed rate term
loans totalling £150,000,000 (2023: £150,000,000) and has hedged
its exposure to increases in interest rates on £80,000,000 (2023:
£80,000,000) of the variable rate loans, as referred to above,
through entering into a £30,000,000 fixed rate interest rate swap
and a £50,000,000 interest rate cap at 3.0%. Fixing the interest
rate exposes the Group to fair value interest rate risk as the fair
value of the fixed rate borrowings, or the fair value of the
interest rate derivative used to fix the interest rate on an
otherwise variable rate loan, will be affected by movements in the
market rate of interest. The £150,000,000 fixed rate term loans are
carried at amortised cost on the Group's balance sheet, with the
estimated fair value and cost of repayment being disclosed in Note
7, whereas the fair value of the interest rate derivatives are
recognised directly on the Group's balance sheet.
At 30 June 2024 the Group's
interest rate derivatives, which had a fair value of £2,820,000
(2023: £6,905,000) and hedged a notional value of £80,000,000
(2023: £80,000,000), and its fixed rate term loans of £150,000,000
(2023: £150,000,000) were exposed to fair value interest rate risk.
At 30 June 2024, an increase of 0.25 per cent in interest rates
would have increased the fair value of the interest rate derivative
assets and increased the other comprehensive income and reported
total comprehensive income for the year by £235,000 (2023:
£377,000). The same increase in interest rates would have decreased
the fair value of the fixed rate term loans by an aggregate of
£2,221,000 (2023: £2,169,000); however, as the fixed rate loan is
held at amortised cost, the reported total comprehensive income for
the year would have remained unchanged. A decrease in interest
rates would have had an approximately equal and opposite
effect.
Market price risk
The management of market price
risk is part of the investment management process and is typical of
a property investment company. The portfolio is managed with an
awareness of the effects of adverse valuation movements through
detailed and continuing analysis, with an objective of maximising
overall returns to shareholders. Investments in property and
property-related assets are inherently difficult to value due to
the individual nature of each property. As a result, valuations are
subject to substantial uncertainty. There is no assurance that the
estimates resulting from the valuation process will reflect the
actual sales price even where such sales occur shortly after the
valuation date. Such risk is minimised through the appointment of
external property valuers.
The external valuers are mindful
of the potential impacts ESG may have on capital and rental
valuations. Currently in the UK, demands for more precise and
rigorous valuation of sustainability features have grown in order
to evidence a 'green premium' or 'brown discount'. This has driven
up the collation of sustainability data, particularly energy usage
and efficiency data, with the existence of such a premium/discount
being more pronounced in secondary markets. However, pressures from
investors, clients and customers are expected to continue to grow
over sustainability issues. This will include social issues like
the wellbeing of building users and providing benefits to local
communities, and it is expected that debates over how to measure
'value' and how to price intangible benefits will also intensify.
This, combined with tightening UK regulations as the Government
aims to make progress towards net zero carbon emissions targets,
will require landlords, especially those whose properties do not
meet the Minimum Energy Efficiency Standards' regulations, to
invest further in their properties. In addition, the UK's
introduction of mandatory climate related disclosures and the
European Union's Sustainable Finance Disclosure Regulations may
impact on asset values, or how the market views risks and
incorporates them into the sale or letting of assets. There is also
the potential that future legislative change, such as an update to
the Minimum Energy Efficiency Standards or the introduction of an
operational rating, may impact future property
valuations.
10. Contingent assets and liabilities
As at 30 June 2024, three (2023
six) properties within the Group's investment property portfolio
contained performance payment clauses meaning that, subject to
contracted performance conditions being met, further capital
payments totalling £3,695,000 (2023: £5,720,000) may be payable by
the Group to the vendors/tenants of these properties. The potential
timings of these payments are also conditional on the date(s) at
which the contracted performance conditions are met and are
therefore uncertain.
It is highlighted that any
performance payments subsequently paid will result in an increase
in the rental income due from the tenant of the relevant property.
As the net initial yield used to calculate the additional rental
which would be payable is not significantly different from the
investment yield used to arrive at the valuation of the properties,
any performance payments made would be expected to result in a
commensurate increase in the value of the Group's investment
property portfolio.
Having assessed each clause on an
individual basis, the Group has determined that the contracted
performance conditions were highly likely to have been met in
relation to two of these properties and therefore at 30 June 2024
an amount of £1,910,000 (2023: £nil) has been recognised as a
liability. An equal but opposite amount has been recognised as an
asset in 'investment properties' in Note 5 to reflect the increase
in the investment property value that would be expected to arise
from the payment of the performance payment(s) and the resulting
increase in the contracted rental income.
11. Capital commitments
The Group had capital commitments
as follows:
|
30 June
2024
£'000
|
30 June
2023
£'000
|
Amounts due to complete forward
fund developments
|
4,723
|
31,066
|
Other capital expenditure
commitments
|
394
|
2,160
|
Total
|
5,117
|
33,226
|
12. Related party transactions
The Board of Directors is
considered to be a related party. No Director has an interest in
any transactions which are, or were, unusual in their nature or
significant to the nature of the Group. The Directors of the Group
received fees for their services. Total fees for the year were
£227,000 (2023: £218,000) of which £nil (2023: £nil) remained
payable at the year-end.
The Investment Manager received
£7,518,000 (inclusive of irrecoverable VAT) in management fees in
relation to the year ended 30 June 2024 (2023: £7,428,000). Of this
amount £1,927,000 (2023: £1,835,000) remained payable at the
year-end. The Investment Manager received a further £187,000
(inclusive of irrecoverable VAT) during the year ended 30 June 2024
(2023: £169,000) in relation to its appointment as Company
Secretary and Administrator, of which £47,000 (2023: £42,000)
remained payable at the year end. Certain employees of the
Investment Manager are directors of some of the Group's
subsidiaries. Neither they nor the Investment Manager receive any
additional remuneration in relation to fulfilling this
role.
There were related party
transactions within the Group and its wholly-owned subsidiaries
which are eliminated upon consolidation.
13. Operating segments
The Board has considered the
requirements of IFRS 8 'Operating Segments'. The Board is of the
view that the Group is engaged in a single segment of business,
being property investment, and in one geographical area, the United
Kingdom, and that therefore the Group has only a single operating
segment. The Board of Directors, as a whole, has been identified as
constituting the chief operating decision maker of the Group. The
key measure of performance used by the Board to assess the Group's
performance is the EPRA NTA. The reconciliation between the NAV, as
calculated under IFRS, and the EPRA NTA is detailed in note
4.
The view that the Group is engaged
in a single segment of business is based on the following
considerations:
- One of
the key financial indicators received and reviewed by the Board is
the total return from the property portfolio taken as a
whole;
- There is
no active allocation of resources to particular types or groups of
properties in order to try to match the asset allocation of the
benchmark; and
- The
management of the portfolio is ultimately delegated to a single
property manager, Target.
15. Financial statements
This statement was approved by the
Board on 16 September 2024. It is not the Company's full statutory
financial statements in terms of Section 434 of the Companies Act
2006. The statutory annual report and financial statements for the
year ended 30 June 2024 has been approved and audited and received
an unqualified audit report which did not include a reference to
any matters to which the auditor drew attention by way of emphasis
without qualifying the report. The statutory annual report and
financial statements for the year to 30 June 2024 will be posted to
shareholders in October 2024 and will be available for inspection
at Level 4, Dashwood House, 69 Old Broad Street, London, EC2M
1QS, the registered office of the Company.
The statutory annual report and
financial statements will be made available on the website
www.targethealthcarereit.co.uk.
Copies may also be obtained from Target Fund Managers Limited,
Glendevon House, Castle Business Park, Stirling FK9 4TZ.
The audited financial statements
for the year to 30 June 2024 will be lodged with the Registrar of
Companies following the Annual General Meeting to be held on 9
December 2024.