Civitas Social Housing PLC

(“Civitas” or the “Company”)

 

Half Year Results for the six months to 30 September 2018

29 November 2018

Civitas Social Housing PLC (Lon:CSH), the first London listed Real Estate Investment Trust (“REIT”) dedicated to investing into regulated social housing in England and Wales, is pleased to announce its half year results for the period ended 30 September 2018.

Financial Highlights:

  • Investment property independently valued at £678.7 million.
  • £150.7 million of acquisitions made during the period, all in line with target 5.5% to 6.5% range.
  • Annualised Rent Roll of £37.2 million, an increase of 31% reflecting acquisitions made during the period and indexation.
  • Earnings per share of 3 pence, based on comprehensive income and property revaluations.
  • Company adjusted earnings of 2.89 pence per share, based on comprehensive income excluding property revaluation and C share amortisation.
  • Total of 2.5 pence per Ordinary share of dividends paid, in line with full year target of 5 pence.
  • Weighted Average Unexpired Lease Terms: 25.1 years
  • IFRS NAV of 106.1 pence per share, resulting in total shareholder return of 5.7% on annualised basis.

Operational Highlights:

  • Civitas Housing Advisors (the “Investment Adviser”) continues to work proactively with its housing association and care provider partners. Alongside the Regulator of Social Housing (“RSH”), it is committed to playing a leading role in improving standards within the sector as well as responding to change in a professional manner.
  • As part of the ongoing review announced earlier this year, RSH has issued several grading under review notices and regulatory judgements on many of the housing associations that provide specialist supported living. It is expected this will be an ongoing process, with the aim of enhancing gradings and supporting housing associations as they expand to meet substantial demand. Civitas is committed to playing its part in this process.
  • On 9 May 2018, 44 leased properties were transferred from First Priority to Falcon Housing Association, an existing housing association partner of the Company, on the same terms, with an option to extend the leases to 40 years.
  • In September, the Company was added to the FTSE EPRA Nareit Global Real Estate Index Series.
  • The Good Economy, the social impact advisory firm, in its third independent Social Impact Report on Civitas, noted that the Company is achieving its social objectives and delivering positive outcomes for vulnerable people.

Funding:

  • The Lloyds £40 million three-year floating rate revolving credit facility was extended by a further £20 million.
  • Total drawn debt of £103.4 million reflecting gearing of 13% (available loan facilities of £112.5 million)

 

Post Balance Sheet Highlights:

  • 16 properties acquired into the C share pool, totalling £28.2 million.
  • New HSBC £100 million, three-year floating rate revolving credit facility agreed on 28 November 2018.
  • Announcement on 15 November 2018 of the triggering of the C share conversion process.
  • The Company joined the FTSE 250 Index on 13 November 2018.

 

Michael Wrobel, Non-Executive Chairman of the Company, commented:

 

Over the period, the Company has made strong progress on its acquisition programme and has continued to work with its industry partners to improve the standard and availability of Specialist Supported Housing.

 

The increasingly diverse portfolio of high-quality assets, combined with the financial commitment from the Government towards Specialist Supported Housing and the defensive nature of the Company’s activities means that Civitas is very well positioned to continue to deliver on its strategy despite the more general political and economic uncertainly that exists at the present time”

 

A copy of the Half Year Report is available here http://civitassocialhousing.com/investor-relations/reports-and-publications/ and it will also be submitted to the National Storage Mechanism (http://www.morningstar.co.uk/uk/nsm).

 

ENDS

For further information, please contact:

 

Civitas Housing Advisors Limited

Paul Bridge                                         Tel: +44 (0)20 3709 4622

Andrew Dawber                               Tel: +44 (0)20 3709 4626

Cenkos Securities PLC

Sapna Shah                                         Tel: +44 (0)20 7397 1922

Tom Scrivens                                     Tel: +44 (0)20 7397 1915

Pagefield Communications Limited

Laurence Jones                                 Tel: +44 (0)7966 926747

Philip Dennis                                      Tel: +44 (0)7947 868206

David Leslie                                        Tel: +44 (0)7584 070274

 

About Civitas

 

Civitas Social Housing PLC was the first Real Estate Investment Trust offering pure play exposure to social housing in England and Wales. The Company is advised by Civitas Housing Advisors Limited. The Company’s Ordinary shares are listed on the premium listing segment of the Official List of the Financial Conduct Authority and were admitted to trading on the main market for listed securities of the London Stock Exchange in November 2016. Civitas Social Housing PLC is a member of the FTSE 250 Index.

 

 

Chairman’s Statement

Dear Shareholder

The Company continued to successfully deliver on its objectives in the six months to 30 September 2018.

We invested £150.7 million in high quality Specialist Supported Housing, providing a safe and supportive environment for vulnerable people. These acquisitions continue to diversify our counterparty relationships. As at 30 September 2018, the Company’s portfolio consisted of 522 properties housing 3,440 tenants, leased to 15 Housing Associations, involving 140 Local Authorities and 93 care providers with a focus on Specialist Supported Housing.

The Company generated earnings of three pence per Ordinary share for the half year. We paid dividends of 2.5 pence per Ordinary share and 1.88 pence per C share. We remain on track to deliver our full year dividend targets.

Investment
The £150.7 million was invested in 108 Specialist Supported Housing properties, which were selected from a wider pool of opportunities that were reviewed. These properties are a mixture of purpose-built, repurposed and traditional real estate that enable individuals with care needs to live close to their support networks within the community. The Care Act 2014 reflected the continuing views of government and other policy formers, that the provision of care to vulnerable people should continue to move from large institutional facilities, to smaller residencies within the community. This emphasis in government policy has driven significant long-term demand for Specialist Supported Housing. The Company’s significant network enables it to identify where there are significant and sustainable requirements for Specialist Supported Housing and source quality property to meet this need.

Civitas Housing Advisors Limited (the “Investment Adviser”) has continued to strengthen its existing relationships while selectively developing new relationships where beneficial. By maintaining a strong network of contacts with proven track records and experience, the Company is able to source high quality properties primarily off-market at competitive prices which has delivered capital appreciation of £6.9 million in the period. There has been some modest yield compression within the market.

Dividends
In May 2018 a dividend of 1.25p per Ordinary share was declared for the period to 31 March 2018, a further dividend of 1.25p per Ordinary share was declared in August 2018 for the period to 30 June 2018. The dividends declared matched the Company’s original intention to target a 5p dividend for the calendar year to 31 December 2018.

The Company’s C shares are due to pay a 3% cumulative dividend up to the point of conversion to Ordinary shares. A first dividend for the C shares of 1.13p was declared in May 2018 and a second dividend of 0.75p was declared in August 2018, in line with the target 3% dividend.

Since the period end further dividends of 1.25p per Ordinary share and 0.75p per C share have been declared for the quarter ended 30 September 2018.

Financial performance
Rental income of £15.7 million was generated in the period, with rental growth largely driven by acquisitions made in the period. At the period end, the annualised rent roll stood at £37.2 million, a 31% increase on the rent roll as at 31 March 2018. Total comprehensive income for the period was £10.6 million, reflecting earnings per share for the period of 3.0 pence per share.

As at 30 September 2018, the IFRS net asset value of the Company was 106.1p which together with the dividends of 2.5p per share gives a total return since March 2018 of 5.7% on an annualised basis.

C share issue
In November 2017, the Company raised £296 million for investment (after deducting 2% issue costs), of which £209 million was invested into high quality Specialist Supported Housing as at end September 2018, with a further £5 million of property exchanged awaiting completion.

On 15 November 2018 it was announced that the C shares would be converted to Ordinary shares per the terms of the Company’s articles of association. As at 15 November 2018 £240 million of the capital had been committed. The conversion ratio will be calculated using the portfolio net asset values as at 30 November 2018 for each share pool. It is expected that conversion will occur on or around 21 December 2018. Further details on the C share conversion process are outlined in note 20.

Loan financing
In June 2018 the Company extended its existing £40 million revolving credit facility by a further £20 million. Including the existing £52.5 million facility with Scottish Widows the Company had an aggregate £112.5 million of available loan facilities of which £103.4 million had been drawn at 30 September 2018.

The Company expects to put in place an average gearing of approximately 35% of the Company’s gross asset value. At the period end, the Company had gearing of 13% of gross assets, excluding the C share liability.

Following the period end a further £100 million three-year revolving credit facility was completed with HSBC. The Company will seek to put in place further loan facilities where it is attractive to do so, in order to enhance shareholder return, whilst not exceeding the leverage levels set out in the prospectus. Considering the strong pipeline in place, it is also likely that the Company will look to raise further equity in the future once it has reached an appropriate level of gearing.

Outlook
The government continues to be supportive of Specialist Supported Housing, with further funding allocated to mental health services. This increasing financial support is in reaction to continued demand for quality care in the community for people with a number of different care needs.

In the market generally there remains significant uncertainty due to Britain’s exit from the EU, which is due to occur in March 2019. The Company’s exposure to the risk of adverse effects from Britain’s exit are limited to an extent by the long tenure of tenants, demand linked to underlying care need and a focus on UK property.

The Company has a diverse portfolio of high quality assets and sufficient size to give it both scale and an increasingly competitive cost base. The Company is well capitalised and positioned to continue to selectively add high quality assets to further enhance the existing portfolio.

The Investment Adviser has identified a pipeline of high-quality Specialist Supported Housing that may be acquired by the Company. The Company will continue to implement a disciplined investment policy focused on quality opportunities, whilst rejecting others on the grounds of quality, location and value for money in addition to a number of other factors.

Michael Wrobel
Chairman
28 November 2018

 

Analysis of Property Portfolio
as at 30 September 2018

The Company’s portfolio is spread across England and Wales, reflecting the Company’s objective of creating a coherent yet diversified portfolio.

Capital deployed as at 30 September 2018†
£619.2m
† Excluding purchase costs

Properties
522

Tenancies
3,440

WAULT*
25.1yrs
* Weighted Average Unexpired Lease Term

Region County Tenancies Properties
North East Durham 396 60
North East Tyne and Wear 6 1
Yorkshire & Humber Hull 2 1
Yorkshire & Humber Lincolnshire 16 3
Yorkshire & Humber North Yorkshire 13 2
Yorkshire & Humber South Yorkshire 158 22
Yorkshire & Humber West Yorkshire 207 16
North West Cheshire 89 18
North West Greater Manchester 67 7
North West Lancashire 102 28
North West Manchester 8 1
North West Merseyside 263 37
East Midlands Derbyshire 34 6
East Midlands Leicestershire 108 18
East Midlands Lincolnshire 56 8
East Midlands Northamptonshire 44 8
East Midlands Nottinghamshire 118 14
West Midlands Staffordshire 217 21
West Midlands Warwickshire 44 11
West Midlands West Midlands 133 46
West Midlands Worcestershire 52 12
East of England Bedfordshire 25 2
East of England Cambridgeshire 25 9
East of England Essex 22 3
East of England Hertfordshire 13 1
London Greater London 326 24
South East Berkshire 29 4
South East Buckinghamshire 1 1
South East East Sussex 8 2
South East Hampshire 75 14
South East Kent 99 10
South East Oxfordshire 19 4
South East Surrey 53 8
South West Bristol 5 1
South West Cornwall 110 14
South West Devon 31 8
South West Dorset 266 39
South West Gloucestershire 126 27
South West Somerset 46 6
South West Wiltshire 3 1
Wales Gwent 10 2
Wales West Glamorgan 15 2
Total   3,440 522

 

Investment Adviser’s Report

Civitas Housing Advisors Limited (“CHA”), the Investment Adviser to the Company, is pleased to report on the six month period to 30 September 2018.

Market update
The Government has continued to show its strong support for social housing generally and Specialist Supported Housing in particular through a range of measures including a return to the CPI +1% maximum annual rent inflator for general needs social housing rents, additional grant funding for Housing Associations to develop new social housing and a confirmation that the government consultation on Funding for Supported Housing had concluded that funding would continue to be provided by Central Government rather than from Local Authority budgets.

The Regulator of Social Housing (“RSH”) separated from Homes England in September 2018 and will now be responsible for regulating all social housing providers whilst Homes England will focus solely on investment. The RSH is in consultation with the housing sector on a range of regulatory issues to ensure their approach is suitable for the future. This takes into account the post-Grenfell environment and the increased focus on health and safety and consumer rights.

The RSH has published its sector risk profile for 2018, an annual publication which reviews what it believes to be the risks that exist within the sector as guidance for Housing Associations. This includes appropriate and sensible matters that Housing Associations should consider before entering into lease arrangements.

Demand for high-quality Specialist Supported Housing is high and there is increasing competition for assets. The Company continues to decline unsuitable transactions and utilises its relationships, existing agreements and buying power to acquire good quality properties at competitive prices that remain within the yield range set out at the time of IPO in 2016, whilst noting that there has been an element of yield compression within the market.

Investment strategy
The Company’s key aim is to improve the standard and availability of Specialist Supported Housing, while providing value for money to the public purse. At the same time the Company seeks to provide shareholders with consistent returns from a well-diversified portfolio of real estate assets, which provide real social benefit.

The Company was the first REIT to be listed on the London Stock Exchange to offer a focused exposure to social housing in England and Wales and has benefitted from this first mover advantage. The Company has established a strong and wide-ranging network of relationships that operate in the Specialist Supported Housing sector enabling the Company to acquire properties off-market at favourable prices.

In the wider market there has been a rise in competition for high quality property, increasing property prices and reducing yields. The Company has utilised its reputation, track record and strong network to continue buying properties within the target yields set out in the prospectus with £150.7 million of property acquired in the last six months, whilst noting an element of yield compression within the market.

During the period the Company has grown its high-quality portfolio to 522 properties, with these new acquisitions the Company now operates in 140 Local Authorities with 15 different Housing Associations. The Company’s properties are mixed between residential properties that have been modified and enhanced, with properties that have been repurposed from an alternative use such as offices, or newly built properties designed to provide long-term care.

In instances where new properties are developed or converted the Company will commit to acquire the property once completed, subject to all necessary standards being met. By contracting to acquire a property once complete the developer is the only party exposed to the development or forward funding risk and the Company has an income generating property from day one.

At the time of IPO the Company stated that it would invest at least 75% in Specialist Supported Housing; at the date of this report almost the entire portfolio is invested in Specialist Supported Housing.

Specialist Supported Housing
Specialist Supported Housing is housing that has been adapted to make it suitable to provide care for a range of individuals with varying care needs. This type of property enables vulnerable individuals to receive the same level of care they would normally receive in an institutional setting, within the community close to family and friends, while encouraging their independence.

Typically, the rent, cost of property maintenance and the care (paid to the care provider and usually representing the largest element of the overall funding) for each tenant within Specialist Supported Housing is funded by the government. Costs are paid from the Department for Communities and Local Government and the Department for Work and Pensions to the relevant Local Authority, which then passes funds on to the Housing Association and care provider.

The Local Authority is responsible for paying the care provider directly for its provision of services to the tenant. The Company does not undertake responsibility for the operations of the care provider or care for the individual tenants. The Housing Association typically enters into a service level agreement with the care provider. The care provider itself comes under the regulation of the Care Quality Commission.

Tenants within Specialist Supported Housing are typically working age and as such they could be in residence for the length of the lease and beyond, as such the leases are typically 25 years in length or longer and subject to annual CPI uplifts.

The Company targets acquisition yields for Specialist Supported Housing in the region of 5.5% to 6.5%. Due to the Company’s strong network and proven track record it has been able to continue to invest at yields in this range. As the sector has matured the yields at which transactions have been occurring have reduced, with some larger portfolios being seen at significantly lower yields. The Company will continue to maintain its buying discipline to provide good quality property at the right rents to deliver value for money to the public purse.

Long-term leases
The Company has typically entered into long-term inflation adjusted leases for periods in excess of 20 years with Housing Associations, where all management and maintenance obligations are serviced by the Housing Associations. The Company will look to actively engage with tenants where appropriate to extend existing leases, where acquired leases may have shorter unexpired lease lengths or to diversify lease end dates for the portfolio as a whole. The Company’s portfolio currently has a WAULT of 25.1 years.

The nature of the lease arrangements with the Housing Associations are that the Housing Association, and not the Company, is the landlord under applicable landlord and tenancy legislation.

The investment pipeline
A number of assets have been identified for the investment pipeline, which meet the Investment Objective and Investment Strategy, including off-market portfolios identified through our contacts and relationships in the sector.

The assets identified for acquisition come from an increasingly broad range of sources, complementing the existing proven counterparties the Company has historically transacted with. This diversification of acquisition sources enables the Company to continue to source high-quality real estate in the face of increasing competition. The Investment Adviser continues to build relationships with potential vendors, particularly care providers who today form a growing element of the pipeline overall in addition to Housing Associations and other private vendors.

The Investment Adviser has a good pipeline of opportunities and is engaged presently in conducting detailed due diligence on a number of transactions that are expected to complete in the near term. A number of longer-term prospects within the pipeline are also being evaluated further for potential purchase later in 2019.

We look forward to continued progress over the forthcoming months and to deploying further capital to improve the quality and availability of social housing across England and Wales.

Civitas Housing Advisors Limited
Investment Adviser
28 November 2018

 

Extract from The Good Economy Impact Report, 2018
The full Impact Report can be found at www.civitassocialhousing.com

Executive summary
Civitas Social Housing PLC (Civitas) is delivering on its social objective of increasing the availability of high-quality social housing for vulnerable people in England and Wales. It was launched in November 2016 as the first Real Estate Investment Trust (REIT) specialised in investing in social housing for people with care and support needs – referred to as Specialist Supported Housing (SSH). Since its launch, Civitas has continued to play a leading role in raising private finance to increase and secure the supply of SSH providing both positive social impact and financial returns to its investors.

As of 30 September 2018, Civitas has achieved the following results:

  • £678.7 million worth of property, representing 522 properties managed by 15 Housing Associations located across 140 local authorities.
  • Providing a home and support for up to 3,440 people, the majority of whom have learning or physical disabilities and medium to high care needs (mostly consisting of 24/7 care)
  • Residents are supported through care and support provision from 93 care providers

Civitas has an investment strategy with a clear social purpose. This is backed up by Civitas’s commitment to better understand, measure and report the social impact of its investments. By focusing on investment in SSH Civitas is able to support the most vulnerable members of society.

There is strong independent evidence that SSH improves the quality of life of its tenants compared to institutional care.  This is backed up by The Good Economy’s first-hand interviews of residents and support workers.  In addition, there are also significant cost savings for the Local Authority when a tenant moves into SSH from institutional care. Findings from The Good Economy’s most recent impact review can be found in the Impact Report, November 2018.

Civitas is an evergreen fund which is taking a long-term approach to its investments which is welcomed by all stakeholders. The average lease of 25 years provides tenants and housing associations security of tenure. Civitas’s investment strategy also frees up capital within the sector to encourage further development of SSH.

The quality of the property and the care that a tenant in SSH receives are important factors in achieving positive outcomes and improving an individual’s wellbeing. Civitas has continued to sharpen its focus on the due diligence of each property it buys and actively reviews the financial strength, senior leadership and organisational strategy of all potential housing association partners.

Civitas is aware of its role within the wider support system surrounding its tenants and is actively looking to engage and support its Housing Association partners. To that end it has developed and shared a Best Practice Protocol aimed at safeguarding their long-term financial strength and the quality of social housing delivery. Civitas also engages with and supports the work of the Regulator of Social Housing (RSH) to promote transparency and strong governance of registered housing providers in the SSH sector. In addition to the regular monitoring of its Housing Associations, Civitas is also actively building closer relationships with the 93 care operators which work across its properties.

Alongside its core business, Civitas is committed to supporting charities and projects seeking to tackle social housing issues, such as homelessness. Civitas provides grant funding to Crisis and The Choir with No Name and is supporting the growth of Next Meal. It looks to form partnerships where it can leverage its network and resources to maximise its impact beyond just financial contributions. This strategic approach to corporate giving is a positive attribute and will help build the ecosystem of organisations tackling the housing crisis in the UK.

About Civitas Social Housing PLC
Civitas Social Housing PLC is a real estate investment trust (REIT) that was created to raise private capital to invest in social homes across England and Wales. Its social objective is to help tackle the chronic shortage of social housing in the UK, particularly Specialist Supported Housing for vulnerable adults.

In November 2016, Civitas was admitted to the London Stock Exchange in a £350 million offering, making it the first social housing Real Estate Investment Trust (REIT). In November 2017, Civitas raised a further £302 million in a C-share offering followed by £110 million of debt, such that it has raised a total £762 million for investment as of 30 September 2018. In September 2018 they were included on the FTSE EPRA Nareit Global Real Estate Index Series. By funding social housing, Civitas aims to provide investors with sustainable financial returns whilst putting their capital to use for positive social benefit.

Civitas’ investments are responding to the need to tackle the chronic shortage of social housing in the UK, particularly SSH for vulnerable adults.  By moving into SSH, vulnerable adults have an increased chance of improving their overall well-being, whilst being able to take steps towards independence with the appropriate support available.  Civitas’s tenants include people with learning and physical disabilities, people with mental health problems, those suffering from drug and alcohol addiction and individuals at risk of homelessness. Many such people face difficulties finding a home that meets their needs. Civitas works with registered housing providers, care providers and local authority commissioners who are committed to providing high quality SSH.

Wider market and Policy Context
The key policy driver for Civitas’s investment strategy is the Government’s recognition of the need to move vulnerable individuals out of large institutional facilities, such as residential homes and secure hospital units,  into community-based social housing. This Government focus followed on from the Winterbourne View scandal and Stephen Bubb’s review which recognised vulnerable people can be at risk of abuse in institutional care. The Care Act 2014 and the Government’s Transforming Care Agenda has sought to encourage this shift towards increasing the availability of community-based, supported housing.

A report by Mencap, a leading UK charity for people with learning disabilities, shows that demand for the type of SSH that Civitas funds is rising. It projects that demand for SSH will increase from a baseline of 22,000 – 30,000 SSH units (typically occupied by multiple people) in 2017/18 in England to 25,500 – 33,500 units by 2021/22 and to 29,000 – 37,000 units by 2027/28. This is driven by:

  • The population of people with learning disabilities is growing due to higher survival rates at birth and increasing life expectancy
  • Government policy, particularly the Transforming Care Agenda, which promotes moving people out of institutional settings to community-based housing alternatives that promote independent living
  • Decline in informal support networks and at-home care, with more working mothers and increases in single-parent families

Unlike regular social housing, SSH is developed directly in accordance with local authorities’ or the health services’ strategic priorities.  For most tenants of SSH, the alternatives would be care homes or long-stay NHS beds. Neither of these environments promote independent living.

From the report, there is strong evidence that SSH both delivers social impact and is a cost-effective way of providing housing to those with complex needs. SSH has a lower overall cost to local authorities compared to residential or institutional care. The Mencap report found that a person living in SSH requires, on average, state funding of £1,569 per week for care and housing costs. This is a reduction of £191 per week when compared to a residential care placement, or £1,931 per week when compared to an inpatient place.

Most if not all of people living in SSH will be eligible for and claim Housing Benefit to cover the cost of their accommodation. In August 2018 the Government published a briefing paper ‘Funding for Supported Housing: Government Response to Two Consultations’ confirming this funding mechanism would continue.

The decision was taken that all supported housing will have its core rent and additional housing costs funded through Housing Benefit – rather than being devolved to a Local Authority controlled budget. This has been a welcome safeguard and is a positive sign the government acknowledges the importance of funding SSH for vulnerable people.

In August 2018, the government also published the social housing green paper “A New Deal for Social Housing”. A key theme in this was the need to expand the supply of social housing overall. The government continues to target the building of 300,000 new homes per year with greater emphasis on the need for additional social homes.

To stimulate the growth in Social Housing overall, the government has also announced it intends to make it easier for Local Authorities to build new homes by raising their borrowing cap by £1 billion – this will be distributed across areas of high demand.

Private finance will have a key role to play if the government is to reach its target of 300,000 homes a year and increasing the availability of SSH. Civitas has an important role to play as a funder of SSH. It has demonstrated its committed to being a responsible investor by delivering high-quality social housing that provides value for money and has a positive impact on people’s wellbeing.

Key Performance Indicators (“KPIs”)

Measure Explanation Result
Capital deployed Target of deploying the C share proceeds by 31 December 2018 or earlier. £213 million of the C share proceeds have been deployed by 30 September 2018 with sufficient pipeline in place to deploy the majority of the C share proceeds in the target time frame.
Increase in IFRS and Portfolio NAV per share Target to achieve capital appreciation whilst maintaining a low risk strategy from enhancing the quality of cash flows from investments, by physical improvement of properties and by creating a significantly diversified, high-quality portfolio. IFRS NAV: increase of 0.5p per share or 0.5% from March 2018.

 

Portfolio NAV: increase of 1.4p per share or 1.2% from March 2018.

Dividend per share Targeting 5p per share in the year ending 31 March 2019; growing broadly in line with inflation thereafter. Dividends of 2.5p per share declared for the six months to 30 September 2018, in line with target.
Number of Local Authorities, Housing Associations and care providers Target risk mitigation through a diversified portfolio (once fully invested) with no more than 25% exposure to any one Local Authority or single Housing Association and no more than 20% exposure to any single geographical area, once the capital of the Company is fully invested. As at 30 September 2018:

 

·         140 Local Authorities

·         15 Housing Associations

·         93 care providers

 

Westmoreland Housing Association and Falcon Housing Association both currently represents 23% of the Company’s rental income.

Loan to Gross Assets Target debt drawn of 30% of gross assets. Loan to gross assets of 13%.

 

Alternative Performance Measures

EPRA

The Company is a member of the European Public Real Estate Association (“EPRA”). EPRA has developed and defined the following performance measures to give transparency, comparability and relevant financial reporting across entities which may use different accounting standards. The Company is pleased to disclose the following measures which are calculated in accordance with EPRA guidance.

For detailed workings reconciling the measures below to the IFRS results please see Appendix 1 to these financial statements.

EPRA Performance Measure Definition EPRA Performance Measure 30 September

2018

31 March

2018

EPRA Earnings Earnings from operational activities. EPRA Earnings

 

EPRA Earnings per share (basic)

 

EPRA Earnings per share (diluted)

£3,658,000

 

1.05p

 

 

 

1.63p

£6,293,000

 

1.80p

 

 

 

1.44p

EPRA NAV Net Asset Value adjusted to include properties and other investment interest at fair value and to exclude certain items not expected to crystallise in a long-term investment property business model. EPRA Net Asset Value

 

EPRA NAV per share (diluted)

£670,743,000

 

 

107.81p

£668,147,000

 

 

105.54p

EPRA NNNAV EPRA NAV adjusted to include the fair values of (i) financial instruments, (ii) debt and (iii) deferred taxes. EPRA NNNAV

 

EPRA NNNAV per share (diluted)

£672,050,000

 

108.02p

£667,435,000

 

105.43p

EPRA Vacancy Rate Estimated Market Rental Value (“ERV”) of vacancy space divided by ERV of the whole portfolio. EPRA Vacancy Rate 0% 0%

 

For detailed workings reconciling the Portfolio NAV to the IFRS results please see note 16 to these financial statements. For detailed workings reconciling the Company Adjusted Earnings to the IFRS results please see Appendix 1 to these financial statements.

 

Adjusted Performance Measure Definition Performance Measure 30 September

2018

31 March

2018

Portfolio NAV IFRS NAV adjusted to reflect investment property valued on a portfolio basis rather than on an individual asset basis. Portfolio NAV 115.21p 113.86p
Company Adjusted Earnings EPRA Earnings which adds back the finance costs associated with the C share financial liability. Adjusted Earnings

 

Adjusted Earnings per share (basic)

£10,116,000

 

 

2.89p

£9,085,000

 

 

2.60p

 

Principal Risks and Uncertainties

The principal risks facing the Company are substantially unchanged since the date of the Annual Report for the financial period ended 31 March 2018 and continue to be as set out on pages 32 to 34 of that report.

Risks faced by the Company include, but are not limited to, strategy and investment risks, investment management risks, accounting, legal and regulatory risks and operational risks, including cyber crime. Financial risks include market risks in relation to investment in property and liquidity funds, interest rate risk, credit risk and liquidity risk, portfolio diversification, gearing, discount, market risk, market price volatility, currency, liquidity risk, interest rate and credit and counterparty risk.

Details of the Company’s management of these risks are set out in the 2018 Annual Report.

Statement of Directors’ Responsibilities

The Directors confirm that these condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’, as adopted by the European Union and that the Half Year Report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

  • an indication of important events that have occurred during the first six months and their impact on the condensed consolidated financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
  • material related party transactions in the first six months and any material changes in the related party transactions described in the last annual report.

The Directors of the Company are listed below.

This Half Year Report was approved by the Board of Directors on 28 November 2018 and the above responsibility statement was signed on its behalf by:

Michael Wrobel
Chairman
28 November 2018

 

Independent Review Report to Civitas Social Housing PLC

Report on the condensed consolidated financial statements

Our conclusion
We have reviewed Civitas Social Housing PLC’s condensed consolidated financial statements (the “interim financial statements”) in the Half Year Report of Civitas Social Housing PLC for the six month period ended 30 September 2018. Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’, as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority.

What we have reviewed
The interim financial statements comprise:

  • the Condensed Consolidated Statement of Financial Position as at 30 September 2018;
  • the Condensed Consolidated Statement of Comprehensive Income for the period then ended;
  • the Condensed Consolidated Statement of Cash Flows for the period then ended;
  • the Condensed Consolidated Statement of Changes in Equity for the period then ended; and
  • the explanatory notes to the interim financial statements.

The interim financial statements included in the Half Year Report have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’, as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority.

As disclosed in note 2 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting Standards (“IFRSs”) as adopted by the European Union.

Responsibilities for the interim financial statements and the review

Our responsibilities and those of the directors
The Half Year Report, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Half Year Report in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority.

Our responsibility is to express a conclusion on the interim financial statements in the Half Year Report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

What a review of interim financial statements involves
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’ issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We have read the other information contained in the Half Year Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.

PricewaterhouseCoopers LLP
Chartered Accountants
London
28 November 2018

 

Condensed Consolidated Statement of Comprehensive Income
For the period from 1 April 2018 to 30 September 2018

Note From 1 April
2018 to 30 September
2018
Unaudited
£’000 
 

From 18 November
2016 to 30
September
2017
Unaudited
£’000

From 18 November
2016 to 31
March
2018
Audited
£’000
Revenue
Rental income 4 15,675  7,033 18,606
Net rental income 15,675  7,033 18,606
Directors’ remuneration (78) (119) (205)
Investment advisory fees (3,223) (2,982) (5,773)
General and administrative expenses (1,124) (1,511) (2,915)
Total expenses (4,425) (4,612) (8,893)
Change in fair value of investment properties 5 6,908  20,979 30,633
Operating profit 18,158  23,400 40,346
Finance income 399  183 413
Finance expense – relating to bank borrowings 6 (1,533) (2) (1,041)
Finance expense – C shares amortisation 6 (6,458) (2,792)
Profit before tax 10,566  23,581 36,926
Taxation 7 – 
Profit being total comprehensive income for the period 10,566  23,581 36,926

 

All amounts reported in the Condensed Consolidated Statement of Comprehensive Income above arise from continuing operations.

Earnings per Ordinary share – basic 8 3.02p 6.74p 10.55p
Earnings per Ordinary share – diluted 8 2.74p 6.74p 6.27p

 

The notes below are an integral part of these condensed consolidated financial statements.

 

Condensed Consolidated Statement of Financial Position
As at 30 September 2018

 

30 September

2018

31 March

2018

30 September

2017

Unaudited Audited Unaudited
Note £’000  £’000 £’000
Assets
Non-current assets
Investment property 10 673,872  516,222 321,000
Other receivables 4,783 
678,655  516,222 321,000
Current assets
Trade and other receivables 4,898  3,315 1,707
Cash and cash equivalents 11 104,349  249,608 46,406
109,247  252,923 48,113
Total assets 787,902  769,145 369,113
Liabilities
Current liabilities
Trade and other payables (15,602) (10,176) (7,813)
C shares 12 (299,532) (298,752)
(315,134) (308,928) (7,813)
Non-current liabilities
Bank and loan borrowings 13 (101,557) (90,822)
Total liabilities (416,691) (399,750) (7,813)
Total net assets 371,211  369,395 361,300
Equity
Share capital 14 3,500  3,500 3,500
Share premium reserve – 
Capital reduction reserve 331,625  331,625 334,250
Retained earnings 36,086  34,270 23,550
Total equity 371,211  369,395 361,300
Net assets per Ordinary share – basic and diluted 15 106.06p 105.54p 103.23p

 

The notes below are an integral part of these condensed consolidated financial statements.

 

Condensed Consolidated Statement of Changes in Equity
For the period from 1 April 2018 to 30 September 2018

Six month movements in equity (unaudited)

Note Share capital £’000 Share premium reserve £’000 Capital reduction reserve £’000 Retained  earnings £’000 Total equity £’000
Six month movements in equity (unaudited)
Balance at 1 April 2018 3,500 –  331,625  34,270  369,395 
Profit and total comprehensive income for the period –  –  10,566  10,566 
Dividends paid
Total interim dividends for the period (2.50p) 9 –  –  (8,750) (8,750)
Balance at 30 September 2018 3,500 –  331,625  36,086  371,211 
Balance at 18 November 2016 (31) (31)
Profit and total comprehensive income for the period 23,581 23,581
Issue of Ordinary shares
Issue of share capital 14 3,500 346,500 350,000
Share issue costs (7,000) (7,000)
Cancellation of share premium reserve (339,500) 339,500
Dividends paid
Total interim dividends for the period (1.50p) 9 (5,250) (5,250)
Balance at 30 September 2017 3,500 334,250 23,550 361,300
Prior year movements in equity (unaudited)
Balance at 18 November 2016 (31) (31)
Profit and total comprehensive income for the period 36,926 36,926
Issue of Ordinary shares
Issue of share capital 14 3,500 346,500 350,000
Share issue costs (7,000) (7,000)
Cancellation of share premium reserve (339,500) 339,500
Dividends paid
Total interim dividends for the period (3.00p) 9 (7,875) (2,625) (10,500)
Balance at 31 March 2018 3,500 331,625 34,270 369,395

 

The notes below are an integral part of these condensed consolidated financial statements.

 

Condensed Consolidated Statement of Cash Flows
For the period from 1 April 2018 to 30 September 2018

 

From 1 April 2018 to 30 September 2018

Unaudited

£’000 

From 18 November 2016 to
30 September 2017Unaudited£’000
From 18 November

2016 to
31 March
2018

Audited

£’000

Note
Cash flows from operating activities
Profit for the period before taxation 10,566  23,581 36,926
– Change in fair value of investment properties (6,908) (20,979) (30,633)
– Rent and incentive straight line adjustments (284) (332)
Finance income (399) (183) (413)
Finance expense 7,991 3,833
Increase in trade and other receivables (1,996) (1,557) (2,540)
(Decrease)/increase in trade and other payables (288) 6,668 803
Cash generated from operations 8,682  7,530 7,644
Interest received 399  182 413
Net cash flow generated from operating activities 9,081  7,712 8,057
Investing activities
Purchase of investment properties (144,398) (285,710) (458,564)
Acquisition costs (2,953) (13,346) (19,051)
Restricted cash held as retention money (1,945) (6,115) (6,283)
Lease incentives paid (2,053)
Net cash flow used in investing activities (151,349) (305,171) (483,898)
Financing activities
Proceeds from the issue of Ordinary share capital 14 –  350,000 350,000
Share issue costs paid –  (7,000) (7,000)
Dividends paid to equity shareholders (8,602) (5,250) (10,073)
Proceeds from issue of C shares 12 –  302,000
C share issue costs paid 12 –  (6,040)
Dividends paid to C shareholders (5,678)
Bank borrowings advanced 13 10,990 92,457
Bank borrowing issue costs paid (432) (1,761)
Loan interest paid (1,214) (417)
Net cash flow (used in)/generated from financing activities (4,936) 337,750 719,166
Net (decrease)/increase in cash and cash equivalents (147,204) 40,291 243,325
Unrestricted cash and cash equivalents at the start of the period 243,325 
Unrestricted cash and cash equivalents at the end of the period 11 96,121  40,291 243,325

 

The notes below are an integral part of these condensed consolidated financial statements.

Notes to the Condensed Consolidated Financial Statements
For the period from 1 April 2018 to 30 September 2018

  1. Corporate information

These condensed consolidated financial statements for the period from 1 April 2018 to 30 September 2018 comprise the results of the Company and its subsidiaries and were approved by the Board and authorised for issue on 28 November 2018.

Civitas Social Housing PLC was incorporated in England and Wales under the Companies Act 2006 as a public company limited by shares on 29 September 2016 with company number 10402528 under the name Civitas REIT PLC, which was subsequently changed to the existing name on 3 October 2016.

The address of the registered office is Beaufort House, 51 New North Road, Exeter, EX4 4EP. The Company is registered as an investment company under section 833 of the Companies Act 2006 and is domiciled in the United Kingdom.

The Company began trading on 18 November 2016 when the shares were admitted to the Official List of the UK Listing Authority (“UKLA”), a division of the Financial Conduct Authority (“FCA”), and to trading on the London Stock Exchange (“LSE”).

The Company’s Ordinary shares are admitted to the Official List of the UK Listing Authority (“UKLA”), a division of the Financial Conduct Authority (“FCA”), and traded on the London Stock Exchange (“LSE”).

The principal activity of the Company is to act as the ultimate parent company of Civitas Social Housing PLC and its subsidiaries (the “Group”), whose principal activity is to provide shareholders with an attractive level of income, together with the potential for capital growth from investing in a portfolio of social homes.

  1. Basis of preparation

The financial information for the period ended 30 September 2018 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for the period ended 31 March 2018 has been delivered to the Registrar of Companies. The auditor’s report on those accounts was not qualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report, and did not contain statements under section 498(2) or (3) of the Companies Act 2006.

The Group’s condensed consolidated financial statements have been prepared on a going concern basis in accordance with the Disclosure Guidance and Transparency Rules of the UKLA and with International Financial Reporting Standards (“IFRS”) and IFRS Interpretation Committee (“IFRIC”) as issued by the IASB and as adopted by the European Union (“EU”) and in accordance with IAS 34 Interim Financial Reporting. The current period financial information presented has been reviewed, not audited.

The period covered by the comparative information varies in length and the level of activities and therefore is not comparable to the current period. The comparative period represents the period from trading on 18 November 2016 to 30 September 2017 as reported in the Group’s 2017 Interim Report. Comparatives for the period from trading on 18 November 2016 to 31 March 2018 as reported in the Company’s 2018 Annual Report are also disclosed.

The Group’s condensed consolidated financial statements should be read in conjunction with the annual financial statements for the period ended 31 March 2018, which have been prepared in accordance with IFRS as adopted by the European Union.

The same accounting policies, estimates, presentation and methods of computation are followed in the Half Year Report as applied in the Group’s latest annual audited financial statements, with the exception of the following items:

  • Adoption of IFRS 9 Financial Instruments: The standard replaced IAS 39 Financial Instruments and contains two primary measurement categories for financial assets (effective for annual periods beginning on or after 1 January 2018).

Under IFRS 9 the Group now applies an expected credit loss model when calculating impairment losses on its trade and other receivables and considers the probability of default occurring over the contractual life of its trade receivables and contracts. No impairment losses have been recognised by the Group to date so there has been no impact on the figures in the condensed consolidated financial statements.

  • Adoption of IFRS 15 Revenue from contracts: The standard replaced IAS 11 Construction Contracts and IAS 18 Revenue. The standard introduces a new revenue recognition model that recognises revenue either at a point in time or over time (effective for annual periods beginning on or after 1 January 2018).

As all of the Group’s revenue derivates from leases which are outside the scope of IFRS 15, there is no change to accounting policies arising from the adoption of IFRS 15.

The following are new standards, interpretations and amendments, which are not yet effective and have not been early adopted in this financial information, that will or may have an effect on the Company’s future financial statements:

  • IFRS 16 Leases: Introduction of a single, on-balance sheet accounting model (effective for annual periods beginning on or after 1 January 2019).

The Directors do not anticipate that the adoption of this will have a material impact on the Group’s financial statements as the Group does not hold any material operating leases as lessee.

The Group’s condensed consolidated financial statements have been prepared on a historical cost basis, as modified for the Group’s investment properties at fair value through profit or loss.

  • Functional and presentation currency

The financial information is presented in Pounds Sterling which is also the functional currency of the Company, and all values are rounded to the nearest thousand (£’000s) pound, except where otherwise indicated.

  • Going concern

The Group benefits from a secure income stream from long leases with Housing Associations, which are not overly reliant on any one tenant and present a well-diversified risk. The Group’s cash balances as at 30 September 2018 were £104.3 million, of which £96.1 million was readily available.

As a result, the Directors believe that the Group is well placed to manage its financing and other business risks and that the Group will remain viable, continuing to operate and meets its liabilities as they fall due.

The Directors believe that there are currently no material uncertainties in relation to the Group’s ability to continue for the period of at least 12 months from the date of the Group’s condensed consolidated financial statements. The Board is, therefore, of the opinion that the going concern basis adopted in the preparation of the condensed consolidated financial statements is appropriate.

  • Segmental information

IFRS8 Operating Segments requires operating segments to be identified on the basis of internal financial reports about components of the Group that are regularly reviewed by the Chief Operating Decision Maker, which in the Group’s case is delegated to the Investment Adviser, who has formed an Executive Team, in order to allocate resources to the segments and to assess their performance.

The internal financial reports received by the Investment Adviser’s Executive Team contain financial information at a Group level as a whole and there are no reconciling items between the results contained in these reports and the amounts reported in the condensed consolidated financial statements.

The Directors consider the Group’s property portfolio represents a coherent and diversified portfolio with similar economic characteristics and as a result these individual properties have been aggregated into a single operating segment. In the view of the Directors there is accordingly one reportable segment under the provisions of IFRS 8.

All of the Group’s properties are based in the UK. No geographical grouping is contained in any of the internal financial reports provided to the Investment Adviser’s Executive Team and, therefore no geographical segmental analysis is required by IFRS 8.

  1. Significant accounting judgements, estimates and assumptions

In the application of the Group’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are unchanged from those outlined in the Annual Report.

  1. Rental income
From 1
April
2018 to 30 September
2018
Unaudited
£’000 
From 18 November 2016 to 30 September 2017
Unaudited
£’000
From 18 November 2016 to 31 March
2018
Audited
£’000
Rental income from investment properties 15,391  7,033 18,274
Rent straight line adjustments 327  332
Lease incentives (43)
Total 15,675 7,033 18,606

 

  1. Change in fair value of investment properties
From 1
April
2018 to 30 September
2018
Unaudited
£’000 
From 18 November 2016 to 30 September 2017
Unaudited
£’000
From 18 November 2016 to 31 March
2018
Audited
£’000
Change in valuation during the period 11,359  20,979 30,965
Adjustment for lease incentives and rent straight line adjustments recognised in assets at:
– start of the period
332 
 – end of the period (4,783) (332)
Total 6,908  20,979 30,633

 

  1. Finance expense

 

From 1
April
2018 to 30 September
2018
Unaudited
£’000
From 18 November 2016 to 30 September 2017
Unaudited
£’000
From 18 November 2016 to 31 March
2018
Audited
£’000
Bank charges 2 2 4
Interest paid and payable on bank borrowings 1,278 902
Bank borrowing commitment fees 25 9
Amortisation of loan arrangement fees 228 126
Finance expenses associated with bank borrowings 1,533 2 1,041
Amortisation of C share liability 6,458 2,792
Total 7,991 2 3,833

 

  1. Taxation

As a UK REIT, the Group is exempt from corporation tax on the profits and gains from its property investment business, provided it meets certain conditions as set out in the UK REIT regulations. For the period ended 30 September 2018, the Group did not have any non-qualifying profits and accordingly there is no tax charge in the period. If there were any non-qualifying profits and gains, these would be subject to corporation tax.

It is assumed that the Group will continue to be a group UK REIT for the foreseeable future, such that deferred tax has not been recognised on temporary differences relating to the property rental business. No deferred tax asset has been recognised in respect of the unutilised residual current period losses as it is not anticipated that sufficient residual profits will be generated in the future.

 

From 1
April
2018 to 30 September
2018
Unaudited£’000
From 18 November 2016 to 30 September 2017
Unaudited£’000
From 18 November 2016 to 31 March
2018
Audited£’000
Corporation tax charge/(credit) for the period
Total

 

The tax charge for the period is less than the standard rate of corporation tax in the UK of 19%. The differences are explained below.

 

From 1
April
2018 to 30 September 2018
Unaudited
£’000 
From 18 November 2016 to 30 September 2017
Unaudited£’000
From 18 November 2016 to 31 March
2018
Audited£’000
Group
Profit before taxation 10,566  23,581 36,926
UK corporation tax rate 19.00% 19.00% 19.27%
Theoretical tax at UK corporation tax rate 2,008  4,481 7,116
Effects of:
Change in value of exempt investment properties (1,313) (3,986) (5,903)
Exempt REIT income (2,128) (779) (2,352)
Amounts not deductible for tax purposes 1,259  54 691
Unutilised residual current period tax losses 174  230 448
Total

The Government has announced that the corporation tax standard rate is to be reduced to 17% with effect from 1 April 2020.

REIT exempt income includes property rental income that is exempt from UK corporation tax in accordance with Part 12 of the Corporation Tax Act 2010.

  1. IFRS Earnings per share

Earnings per share (“EPS”) amounts are calculated by dividing profit for the period attributable to ordinary equity holders of the Company by the weighted average number of Ordinary shares in issue during the period.

Diluted EPS is calculated by adjusting earnings and the number of shares for the effects of dilutive options and other dilutive potential Ordinary shares (i.e. the C shares).

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

From 1
April
2018 to 30 September
2018
Unaudited£’000
 

From 18 November 2016 to 30 September 2017 Unaudited

£’000

From 18 November 2016 to 31 March
2018
Audited£’000
Calculation of Basic Earnings per share
Net profit attributable to Ordinary shareholders 10,566 23,581 36,926
Weighted average number of Ordinary shares 350,000,000 350,000,000 350,000,000
Earnings per Ordinary share – basic 3.02p 6.74p 10.55p
Calculation of Diluted Earnings per share
Net profit attributable to Ordinary shareholders 10,566 23,581 36,926
Add back finance costs associated with the C share liability 6,458 2,792
17,024 23,581 39,718
Weighted average number of Ordinary shares 350,000,000 350,000,000 350,000,000
Effects of dilution from C shares 272,140,052 283,065,815
622,140,052 350,000,000 633,065,815
Earnings per Ordinary share – diluted 2.74p 6.74p 6.27p
 

 

  1. Dividends

From 1
April
2018 to 30 September 2018
Unaudited
£’000
From 18 November 2016 to 30 September 2017
Unaudited
£’000
From 18 November 2016 to 31 March
2018
Audited
£’000
Dividend of 0.75p for the three months to 31 March 2017 2,625 2,625
Dividend of 0.75p for the three months to 30 June 2017 2,625 2,625
Dividend of 0.75p for the three months to 30 September 2017 2,625
Dividend of 0.75p for the three months to 31 December 2017 2,625
Dividend of 1.25p for the three months to 31 March 2018 4,375
Dividend of 1.25p for the three months to 30 June 2018 4,375
8,750 5,250 10,500

 

On 1 November 2018 the Company announced a dividend of 1.25p per Ordinary share in respect of the period 1 July 2018 to 30 September 2018. The dividend will be paid on or around 30 November 2018 to shareholders on the register as at 9 November 2018. The financial statements do not reflect this dividend.

  1. Investment property

From 1
April
2018 to 30 September 2018
Unaudited
£’000
From 18 November 2016 to 31 March
2018
Audited
£’000
From 18 November 2016 to 30  September 2017
Unaudited
£’000
Balance at beginning of period 516,554 
Property acquisitions 148,165  465,522 300,021
Acquisition costs 2,577  20,067
Change in fair value during the period 11,359  30,965 20,979
Value advised by the property valuers 678,655  516,554 321,000
Adjustments for lease incentive assets and rent
straight line assets recognised
(4,783) (332)
Balance at the end of period 673,872  516,222 321,000

 

In accordance with “IAS 40: Investment Property”, the investment property has been independently valued at fair value by Jones Lang LaSalle Ltd (“JLL”), an accredited external valuer with recognised and relevant professional qualifications and recent experience of the location and category of the investment property being valued. However the valuations are the ultimate responsibility of the Directors.

JLL valued the Civitas Social Housing PLC property portfolio on the basis of each individual property applying market standard purchaser costs at £678,665,000 as at 30 September 2018.

In relation to the period ended 30 September 2018, the proportion of the total fees payable by the Company to JLL’s total fee income was less than 5% and is therefore minimal. Additionally, JLL has a rotation policy in place whereby the signatories on the valuations rotate after seven years.

All corporate acquisitions during the period have been treated as asset purchases rather than business combinations because they are considered to be acquisitions of properties rather than businesses.

The following table provides the fair value measurement hierarchy for investment property:

Total
£’000
Quoted prices in active
markets
(level 1)
£’000
Significant
observable
inputs
(level 2)
£’000
Significant
unobservable
inputs
(level 3)
£’000
Investment properties measured at fair value
30 September 2018 673,872 673,872
31 March 2018 516,222 516,222
30 September 2017 321,000 321,000

There have been no transfers between Level 1 and Level 2 during any of the periods, nor have there been any transfers between Level 2 and Level 3 during any of the periods.

The valuations have been prepared in accordance with the RICS Valuation – Professional Standards (incorporating the International Valuation Standards) by JLL, one of the leading professional firms engaged in the Social Housing sector.

As noted previously, all of the Group’s investments are reported as Level 3 in accordance with IFRS 13 where external inputs are “unobservable” and value is the Directors’ best estimate, based upon advice from relevant knowledgeable experts.

  1. Cash and cash equivalents
30 September
2018
Unaudited
£’000
31 March
2018
Audited
£’000
30 September
2017
Unaudited
£’000
Cash held by solicitors 31,437 12,262 21,818
Liquidity funds 53,309 210,969 13,173
Cash held by banks 11,375 20,094 5,300
Unrestricted cash and cash equivalents 96,121 243,325 40,291
Restricted cash 8,228 6,283 6,115
Total 104,349 249,608 46,406

 

Liquidity funds refer to money placed in money market funds. These are highly liquid funds with accessibility within 24 hours and subject to insignificant risk of changes in value.

Cash held by lawyers is money held in escrow for expenses expected to be incurred in relation to investment properties pending completion. These funds are available immediately on demand.

Restricted cash represents retention money held by lawyers in relation to deferred payments subject to achievement of certain conditions, other retentions and cash segregated to fund repair, maintenance and improvement works to bring the properties up to satisfactory standards for the Group and the tenants. Currently that amount of cash is held in escrow.

  1. C shares
From 1
April
2018 to 30 September 2018
Unaudited
£’000 
From 18 November 2016 to 31 March
2018
Audited£’000
From 18 November 2016 to 30 September
2018
Unaudited£’000
At start of period 298,752 
Proceeds from issue of C shares –  302,000
C share issue costs –  (6,040)
Dividends paid to C share holders (5,678)
Amortisation of C share liability 6,458  2,792
At end of period 299,532  298,752

 

On 10 November 2017 the Company announced the issue of 302,000,000 C shares, issued at £1 per share. The C shares are convertible preference shares. The shares are listed on the London Stock Exchange and dealing commenced on 14 November 2017.

Holders of C shares are not entitled to receive notice of, attend, speak or vote at general meetings of the Company.

Under ISA 32 Financial Instruments Presentation, the C shares meet the definition of a financial liability rather than equity and are presented in the financial statements as a liability of the Company carried at amortised cost.

The funds were raised in order to finance a number of property acquisitions and C shares were issued rather than Ordinary shares so that the issue costs associated with the fund raise and the costs associated with the property acquisitions did not dilute the Ordinary share NAV.

The C shares will be converted to Ordinary shares later in the year once most of the funds have been utilised for property acquisitions. The conversion ratio will be based on the ratio of the value of the net assets attributable to each share class. Please refer to note 20.

In order to calculate the net assets attributable to each share class, the results, assets and liabilities attributable to the C shares are identified in a separate pool to the results, assets and liabilities of the Ordinary shares. A share of fund level expenses for the period is allocated to the C shares based on the net assets of each share class pool.

It should be noted that these financial statements include all results, assets and liabilities of both share class pools however as the C shares are classified as a liability, net assets are reduced by the value of the C shares liability which is also equivalent to the net assets of the C share pool.

The value of the C shares liability at 30 September 2018 is £299,532,000 representing 99.18p per share. (31 March 2018: £298,752,000 representing 98.92p per share).

The table below gives a summary of the results of the C share pool results for the period from 1 April 2018 to 30 September 2018.

From 1
April
2018 to 30 September 2018
Unaudited
£’000 
From 18 November 2016 to 31 March
2018
Audited£’000
From 18 November 2016 to 30 September

2018
Unaudited

£’000

Opening reserves 298,752 
Proceeds from share issue –  302,000
Share issue costs –  (6,040)
Net rental income 3,375  766
Expenses (2,027) (1,523)
Fair value gains on investment properties 4,711  3,350
Finance income 399  199
Dividends paid (5,678)
Net assets 299,532  298,752

 

Net assets are represented by:

30 September
2018
Unaudited
£’000 
31 March
2018
Audited
£’000
30 September
2017
Unaudited
£’000
Investment property 217,412  73,807
Trade and other receivables 2,672  625
Cash at bank 90,506  227,231
Trade and other payables (11,058) (2,911)
Net assets 299,532  298,752

 

  1. Bank and loan borrowings

Bank borrowings are secured by charges over individual investment properties held by certain asset-holding subsidiaries. The banks also hold charges over the shares of certain subsidiaries and any intermediary holding companies of those subsidiaries. Any associated fees in arranging the bank borrowings unamortised as at the period end are offset against amounts drawn on the facilities as shown in the table below:

From 1
April
2018 to 30 September 2018
Unaudited
£’000 
From 18
November
2016 to 31
March
2018
Audited
£’000
From 18
November
2016 to 30
September
2017
Unaudited
£’000
At start of period 92,457 
Bank borrowings drawn 10,990  92,457
Bank borrowings drawn at end of period 103,447  92,457
Unamortised loan issue costs at start of period (1,635)
Less: loan issue costs incurred (483) (1,761)
Add: loan issue costs amortised 228  126
Unamortised costs at end of period (1,890) (1,635)
At end of period 101,557  90,822
Maturity of bank borrowings:
Repayable within 1 year – 
Repayable between 1 to 2 years – 
Repayable between 2 to 5 years 50,947  39,957
Repayable after 5 years 52,500  52,500
103,447  92,457

The Group has entered into the following loan facility agreements:

A 10 year Sterling Term Facility Agreement dated 2 November 2017 for up to £52,500,000 with Scottish Widows Limited. Interest is fixed at a total of 2.9936%. These borrowings include amounts secured on investment property to the value of £168,998,000 (31 March 2018: £163,812,000).

A 3 year Sterling Revolving Facility Agreement dated 15 November 2017 for up to £40,000,000 with Lloyds Bank plc. Interest is charged at LIBOR + 1.50% margin. During the period a £20,000,000 increase of this facility was agreed. These borrowings include amounts secured on investment property to the value of £143,265,000 (31 March 2018: £97,400,000).

A number of covenants are in place under the two agreements. Under the 10 year facility, historical and projected interest cover must be at least 325% and the loan to value ratio must not exceed 40%. Under the 3 year revolving credit facility, historical and projected interest cover must be at least 250% and the loan to value ratio must not exceed 55%. At 30 September 2018, the Group is in compliance with all covenants.

  1. Share capital

Share capital represents the nominal value of consideration received by the Company for the issue of Ordinary shares.

From 1
April
2018 to 30 September
2018
Unaudited
£’000
From
18 November
2016 to 31
March
2018
Audited
£’000
From
18 November
2016 to 30
September
2017
Unaudited
£’000
Share capital
At start of period 3,500
Shares issued 3,500 3,500
At end of period 3,500 3,500 3,500
Number of shares authorised issued and
fully paid
Ordinary shares of £0.01 each
At beginning of period 350,000,000 100 100
Shares issued 349,999,900 349,999,900
At end of period 350,000,000 350,000,000 350,000,000

 

The Company achieved admission to the premium listing segment of the Official List of the London Stock Exchange on 18 November 2016, raising £350 million. 349,999,900 shares at £0.01 per share were issued fully paid on 18 November 2016.

  1. Net asset value

Basic NAV per share is calculated by dividing net assets in the Condensed Consolidated Statement of Financial Position attributable to ordinary equity holders of the parent by the number of Ordinary shares outstanding at the end of the period.

It has been determined that the conversion of the C shares will not produce a dilutive effect on the Ordinary share NAV.

Net asset values have been calculated as follows:

30 September
2018
Unaudited
£’000
31 March
2018
Audited
£’000
30 September
2017
Unaudited
£’000
Net assets 371,211 369,395 361,300
Number of Ordinary shares in issue at end of period 350,000,000 350,000,000 350,000,000
NAV – basic and diluted 106.06p 105.54p 103.23p

 

  1. Portfolio Net Asset Value

The objective of the Portfolio Net Asset Value (“Portfolio NAV”) measure is to highlight the fair value of the net assets on an ongoing, long-term basis, which aligns with the Group’s business strategy as an ongoing REIT with a long-term investment outlook. This Portfolio NAV is made available on a quarterly basis on the Company’s website and announced via RNS.

On 14 November 2017 the Company issued 302,000,000 C shares. The results, assets and liabilities attributable to the C shares are accounted for in a separate pool to those of the Ordinary shares and thus the Company announces a quarterly Portfolio NAV for both share classes.

Under IFRS accounting rules, the C shares are recognised in the financial statements as a liability valued at amortised cost which represents the value of the assets and liabilities attributable to the C share pool. Thus, the net assets of the Company disclosed in the financial statements are equal to the net assets attributable to the Ordinary shareholders.

In order to arrive at Portfolio NAV for each share class, adjustments are made to the IFRS Net Asset Value (“IFRS NAV”) reported in the condensed consolidated financial statements such that:

  1. The C share liability, equivalent to the net assets attributable to the C shareholders is added back to net assets, because under IFRS accounting rules the C shares are recognised as a liability. Please refer to note 12 for more details.
  2. The hypothetical sale of properties will take place on the basis of a sale of a corporate vehicle rather than a sale of underlying property assets. This assumption reflects the basis upon which the Company’s assets have been assembled within specific SPVs.
  • The hypothetical sale will take place in the form of a single portfolio disposal.
Ordinary
share
pool
£’000
C share
pool
£’000
Total
£’000
IFRS NAV per the condensed
consolidated financial statements
371,211 371,211
Add back C share liability 299,532 299,532
Value of asset pools 371,211 299,532 670,743
Effects of the adoption to the assumed, hypothetical sale of properties as a portfolio and
on the basis of sale of a corporate vehicle
32,036 14,009 46,045
Portfolio NAV 403,247 313,541 716,788

 

After reflecting these amendments, the movement in net assets from 1 April 2018 is shown below:

Ordinary
share
pool
£’000 
C share
pool
£’000 
Total
£’000 
Opening reserves at 1 April 2018 398,505  302,766  701,271 
Operating profits 9,902  1,348  11,250 
Capital appreciation 5,123  14,706  19,829 
Finance income –  399  399 
Finance costs (1,533) –  (1,533)
Dividends paid (8,750) (5,678) (14,428)
Portfolio Net Assets at 30 September 2018 403,247  313,541  716,788 

 

Value is represented by:

Ordinary
share
pool
£’000 
C share
pool
£’000
Total
£’000 
Investment property using the portfolio
valuation method
488,496  231,421 719,917 
Net current assets 16,308  82,120 98,428 
Bank borrowings (101,557) (101,557)
Portfolio Net Assets 403,247  313,541 716,788 
Shares in issue 350,000,000 302,000,000
Portfolio NAV per share 115.21p 103.82p

 

Stated below is the Condensed Consolidated Statement of Comprehensive Income for the period from 1 April 2018 to 30 September 2018, reflecting the application of the above two assumptions.

Summary Condensed Consolidated Statement of Comprehensive Income – Portfolio NAV Basis

For the period from 1 April 2018 to 30 September 2018

Ordinary
share
pool
£’000 
C share
pool
£’000 
Total
£’000 
Net rental income 12,300  3,375  15,675 
Expenses (2,398) (2,027) (4,425)
Fair value gains on investment properties 5,123  14,706  19,829 
Finance income –  399  399 
Finance costs (1,533) –  (1,533)
Value of each pool 13,492  16,453  29,945 
Shares in issue 350,000,000  302,000,000 
Adjusted Earnings per share – basic 3.85p  5.45p 

 

  1. Related party disclosures

The Directors are remunerated for their services at such rate as the Directors shall from time to time determine. The Chairman receives a Director’s fee of £50,000 per annum, and the other Directors of the Board receives a fee of £32,000 per annum (with the exception of the chairman of the Audit and Management Engagement Committee who receives a fee of £36,000 per annum).

As at 30 September 2018, the Directors (including their connected persons) had beneficial interests in the following number of shares in the Company:

Director Ordinary shares C shares
Michael Wrobel 30,000 45,000
Peter Baxter 20,000 30,000
Caroline Gulliver 25,000 37,500
Alastair Moss 5,000 7,500

 

For the period from 1 April 2018 to 30 September 2018, fees of £75,000 (18 November 2017 to 31 March 2018: £190,000) were incurred and paid to the Directors.

  1. Transactions with the Investment Adviser

On 1 November 2016 Civitas Housing Advisors Limited was appointed as the Investment Adviser of the Company.

For the period from 1 April 2018 to 30 September 2018, fees of £3,223,000 (18 November 2017 to 31 March 2018: £5,773,000) were incurred and paid to Civitas Housing Advisors Limited.

As at 30 September 2018, no amounts (31 March 2018: £nil) were due to/from Civitas Housing Advisors Limited.

The basis of the fee calculation is unchanged and can be seen in the Company’s Annual Report.

Following the admission of the Company to the premium segment of the London Stock Exchange on 18 November 2016, CHA holds 50,000 Ordinary shares in the Company.

  1. Capital commitments

At 30 September 2018 the Group has funds committed totalling £9.1 million concerning the acquisition of a group of five properties where the exchange of contracts has taken place but the purchases have not yet been completed.

  1. Post balance sheet events

Acquisitions

On 1 October 2018 a portfolio of two properties was acquired for £5.0 million.

On 2 October 2018 a single property was acquired for £3.0 million.

On 12 October 2018 a portfolio of two properties was acquired for £3.1 million.

On 18 October 2018 a single property was acquired for £1.5 million.

On 22 October 2018 a single property was acquired for £4.2 million; this property was included in capital commitments as at 30 September 2018 and is included in note 19.

On 25 October 2018 a single property was acquired for £2.0 million.

On 25 October 2018 a single property was acquired for £1.4 million.

On 30 October 2018 a single property was acquired for £1.5 million.

On 1 November 2018 a portfolio of two properties was acquired for £1.2 million.

On 1 November 2018 a single property was acquired for £2.4 million.

On 20 November 2018 a single property was acquired for £0.9 million.

On 22 November 2018 a portfolio of three properties was acquired for £2.8 million; these properties were included in capital commitments as at 30 September 2018 and are included in note 19.

Dividends

On 1 November 2018 the Board declared a quarterly dividend in respect of the Ordinary shares and C shares for the three months to 30 September 2018 of 1.25 pence per Ordinary share and 0.75 pence per C share. The dividends will be paid on or around 30 November 2018 to holders on the respective registers as at 9 November 2018. The Ordinary share and C share dividends will be paid as a REIT property income distribution (“PID”).

On 28 November 2018 the Board declared dividends in respect of the Ordinary shares and C shares for the period from 1 October 2018 to 21 December 2018, of 1.11 pence per Ordinary share and 0.67 pence per C share. The dividends will be paid on or around 11 January 2019 to holders on the respective registers as at 7 December 2018. The Ordinary share and C share dividends will be paid as REIT property income distributions (“PID”).

Loan financing

On 28 November 2018 a further £100 million three year revolving credit facility was completed with HSBC. To date no amounts have been drawn on this credit facility.

C share conversion

On 15 November 2018 notice was given to Shareholders that the C shares would be converted to Ordinary shares in accordance with the terms set out in the Company’s articles of association using a Calculation Date of 30 November 2018. It is expected that conversion will occur on or around 21 December 2018.

The Conversion Ratio will be calculated (as at the Calculation Date) to six decimal places (with 0.0000005 being rounded upwards) by dividing the Portfolio NAV per C share (exclusive of any unpaid amounts of the fixed dividend on such share unpaid as at the Calculation Date) by the Portfolio NAV per Ordinary share as at such date.

An illustration of such calculation can be found in the C share prospectus issued on 18 October 2017.

Appendix I – Notes to the Calculation of EPRA and Other Alternative Performance Measures

  1. EPRA Earnings

Earnings from operational activities

30 September
2018
£’000 
31 March
2018
£’000
Profit after taxation 10,566  36,926
Changes in value of investment properties (6,908) (30,633)
EPRA Earnings 3,658  6,293
Finance costs associated with the C share financial liability 6,458  2,792
Diluted EPRA Earnings 10,116  9,085
Weighted average number of shares in issue 350,000,000  350,000,000
Dilutive elements 272,140,052  283,065,815
Adjusted weighted average number of shares in issue 622,140,052  633,065,815
EPRA Earnings per share (EPS) – basic 1.05p  1.80p
EPRA Earnings per share (EPS) – diluted 1.63p  1.44p

 

  1. EPRA NAV

Net asset value adjusted to include properties and other investment interest at fair value and to exclude certain items not expected to crystallise in a long-term investment property business model.

30 September
2018
£’000
31 March
2018
£’000
Net assets 371,211 369,395
Effect of the exercise of C shares 299,532 28,752
Diluted net assets 670,743 668,147
Other adjustments
EPRA Net Assets 670,743 668,147
Number of Ordinary shares in issue 350,000,000 350,000,000
Number of Ordinary shares that would be issued on
the conversion of C shares
272,140,052 283,065,815
Adjusted number of shares to calculated diluted NAV 622,140,052 633,065,815
EPRA Net Assets per share 107.81p 105.54p

 

  1. EPRA NNNAV

EPRA NAV adjusted to include the fair values of (i) financial instruments, (ii) debt and (iii) deferred taxes.

30 September
2018
£’000 
31 March
2018
£’000
EPRA Net assets (per above) 670,743  668,147
Adjustment to value bank borrowings at fair value 1,307  (712)
EPRA NNNAV 672,050  667,435
Number of Ordinary shares in issue 350,000,000  350,000,000
Number of Ordinary shares that would be issued on the
conversion of C shares
272,140,052  283,065,815
Adjusted number of shares to calculated diluted NAV 622,140,052  633,065,815
EPRA NNNAV per share 108.02p  105.43p

 

  1. EPRA Vacancy Rate

Estimated Market Rental Value (ERV) of vacancy space divided by ERV of the whole portfolio.

30 September
2018
£’000
31 March
2018
£’000
Estimated Market Rental Value (ERV) of vacant spaces
EPRA Vacancy Rate 0% 0%

 

  1. Portfolio NAV

IFRS NAV adjusted to reflect investment property valued on a portfolio basis rather than individual asset basis.

30 September
2018
£’000
31 March
2018
£’000
Net assets 371,211 369,395
Adjustment for change to property valuation 32,036 2,911
Portfolio net assets 403,247 398,505
Number of Ordinary shares in issue 350,000,000 350,000,000
EPRA Net Assets per share 115.21p 113.86p

 

  1. Company Adjusted Earnings

Company Specific Earnings Measure which adds back finance costs associated with the C share financial liability.

30 September
2018
£’000 
31 March
2018
£’000
Profit after taxation 10,566  36,926
Changes in value of investment properties (6,908) (30,633)
EPRA Earnings 3,658  6,293
Finance costs associated with the C share financial liability 6,458  2,792
Company Adjusted Earnings 10,116  9,085
Weighted average number of shares in issue 350,000,000  350,000,000
EPRA Earnings per share (EPS) – basic 2.89p  2.60p

 

Glossary

Average Net Yield means the average yield on an investment or a portfolio that results from adding all interest, dividends or other income generated from the investment, divided by the average of the investments for the period.

CHA means Civitas Housing Advisors Limited, the Investment Adviser to the Company.

Care Provider means a provider of care services to the occupants of Specialist Supported Housing, registered with the Care Quality Commission.

Company means Civitas Social Housing PLC, a company incorporated in England and Wales with company number 10402528.

EPRA means European Public Real Estate Association.

Group means the Company and its subsidiaries.

Housing Association means an independent society, body of trustees or company established for the purpose of providing low-cost social housing for people in housing need generally on a non-profit-making basis. Any trading surplus is typically used to maintain existing homes and to help finance new ones. Housing Associations are regulated by the Homes and Communities Agency.

IFRS Net Asset Value or IFRS NAV means the net asset value of the Group on the relevant date, prepared in accordance with IFRS accounting principles.

IFRS Valuation means an independent valuation of the Portfolio by Jones Lang LaSalle or such other property adviser as the Directors may select from time to time, prepared in accordance with RICS “Red Book” guidelines and based upon a valuation of each underlying investment property rather than the value ascribed to the portfolio and on the assumption of a theoretical sale of each property rather than the corporate entities in which all of the Company’s investment properties are held.

Investment Adviser means Civitas Housing Advisors Limited, a company incorporated in England and Wales with company number 10278444, in its capacity as investment adviser to the Company.

Local Authority means the administrative bodies for the local government in England comprising of 326 authorities (including 32 London boroughs).

Portfolio Net Asset Value or Portfolio NAV means the net asset value of the Company, as at the relevant date, calculated on the basis of an independent Portfolio Valuation. See note 16 for a reconciliation to IFRS NAV.

Portfolio Valuation means an independent valuation of the Portfolio by Jones Lang LaSalle or such other property adviser as the Directors may select from time to time, based upon the portfolio being held, directly or indirectly, within a corporate vehicle or equivalent entity which is a wholly owned subsidiary of the Company and otherwise prepared in accordance with RICS “Red Book” guidelines.

REIT means a qualifying real estate investment trust in accordance with the UK REIT Regime introduced by the UK Finance Act 2006 and subsequently re-written into Part 12 of the Corporation Tax Act 2010.

Registered Providers means Housing Associations, Local Authorities and arm’s length management organisations, a not-for-profit company that provides housing services on behalf of a Local Authority.

RICS means Royal Institution of Chartered Surveyors.

Social homes or social housing means homes which are social rented, affordable rented, other homes managed by Registered Providers or Low Cost Home Ownership homes.

Specialist Supported Housing or SSH means social housing which incorporates some form of care or other ancillary service on the premises.

SPV means special purpose vehicle, a corporate vehicle in which the Group’s properties are held.

WAULT means weighted average unexpired lease term.

 

 

Company Information


Non-executive Directors

Michael Wrobel, Chairman (appointed 24 October 2016)

Alastair Moss (appointed 24 October 2016)

Caroline Gulliver, Chair of the Audit and Management Engagement Committee (appointed 24 October 2016)

Peter Baxter (appointed 24 October 2016)

Registered Office

Beaufort House

51 New North Road

Exeter

Devon EX4 4EP

Registered no: 10402528

www.civitassocialhousing.com

Financial Adviser

Cenkos Securities PLC

6.7.8 Tokenhouse Yard

London EC2R 7AS

Alternative Investment Fund Manager

(from 24 November 2017)

G10 Capital Limited

136 Buckingham Palace Road

London SW1W 9SA

Investment Adviser

Civitas Housing Advisors Limited

13 Berkeley Street

London W1J 8DU

Company Secretary

Link Company Matters Limited

Administrator

Link Alternative Fund Administrators Limited

Beaufort House

51 New North Road

Exeter

Devon EX4 4EP

Depositary (from 1 June 2018)

INDOS Financial Limited

5th Floor

54 Fenchurch Street

London EC3M 3JY

Registrar

Link Market Services Limited

The Registry

34 Beckenham Road

Beckenham

Kent BR3 4TU

Independent Auditors and Reporting Accountants

PricewaterhouseCoopers LLP

7 More London Riverside

London SE1 2RT

Legal and Tax Adviser

Norton Rose Fulbright LLP

3 More London Riverside

London SE1 2AQ

Public Relations Adviser

Pagefield Communications Ltd

The Courtyard Studio

18 Marshall Street

London W1F 7BE

Tax Adviser

BDO LLP

55 Baker Street

London W1U 7EU

 

 

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