Source - RNS
RNS Number : 7871J
Empiric Student Property PLC
14 September 2016
 

14 September 2016

 

Empiric Student Property plc

("Empiric" or the "Company" or, together with its subsidiaries, the "Group")

 

FINAL RESULTS FOR THE YEAR TO 30 JUNE 2016

 

The Board of Empiric Student Property plc (ticker: ESP), the owner and operator of modern, premium student accommodation across the UK, today announces the Company's audited results for the year ended 30 June 2016.

 

Financial Highlights


As at 30 June 2016

As at 30 June 2015

Portfolio valuation

£523.9m

£251.3m

EPRA NAV per share

105.4p

103.2p

Earnings Per Share (basic)

7.29p

9.67p

EPRA Earnings Per Share

1.34p

0.13p

Adjusted EPRA Earnings Per Share

1.89p

0.13p

Dividend Declared Per Share

6.0p

4.0p

Revenue

£21.6m

£8.3m

Gross Annualised Rent

£33.1m

£18.4m

·      6.0 pence per share dividend paid in respect of the year ended 30 June 2016, in line with our target

·      Operating profit of £30.0 million (2015: £12.6 million)

£21.7 million revaluation gain (2015: £11.3 million)

£21.6 million rental income from standing assets (2015: £8.3 million)

·      NAV per share (basic) of 105.4 pence

2.1% increase from a NAV of 103.2 pence (basic) as at 30 June 2015 and net of all property acquisition costs

·      Total return of the Group was 4.6% for the year to 30 June 2016, compared with -8.29% for the FTSE All Share REIT Index for the same period. The Group's total return was negatively impacted by the volatility in the market following the EU referendum which caused the share price to drop but it has since recovered

·      £120 million of new debt raised through two new facilities

·      As at 30 June 2016, the Group had, in aggregate, £216.6 million of committed debt in place of which £155.9 million had been drawn down

·      As at 30 June 2016, the Loan to Value ratio ("LTV") was 22.7% (2015: 26.0%) (compared to a target of 35% and maximum of 40%), with a weighted average term to maturity for the debt of 9.7 years and a weighted average interest payable of 3.54%

·      £286 million gross equity raised in three separate tranches, all priced at a premium to NAV and over-subscribed

 

Operational Highlights

·      75 assets (7,396 beds) in 29 prime cities and towns owned or contracted as at 30 June 2016, 52 of which were operational, 13 development assets reached, or are planned to reach, practical completion for academic year 2016/17 (1,726 beds) and 10 for later years

·      35 new assets contracted, equivalent to 3,879 beds in 19 towns and cities, during the year

·      Total property portfolio valuation of £523.9 million as at 30 June 2016 (2015: £251.3 million)

·      Standing asset valuation uplift of £11.2 million (2.6%) for the period compared to 30 June 2015

·      Development asset valuation uplift of £10.5 million (48.4% of total portfolio uplift)

·      Gross annualised rent on 52 operating properties of £33.1 million with entire operating portfolio fully let

·      An average rental uplift of 2.8% targeted for the 2016/17 academic year

·      Average valuation yield on our portfolio of operating assets and those that had reached practical completion as at 30 June 2016 was 5.9% (2015: 6.1%) compared with an average net yield on acquisition or on cost of 6.4% 

·      Launch of own operating and marketing platform, Hello Student®

·      Empiric's shares were included in the FTSE EPRA/NAREIT Global Developed Index from 18 March 2016 helping to attract new investors and improve liquidity

 

Post Balance Sheet Highlights

·      Agreed two new development debt facilities secured on a number of our forward funded assets amounting to, in aggregate, £63.4 million

·      Acquired five new operating assets (323 beds) and one forward funded asset (185 beds)

 

The Rt Hon Baroness Dean of Thornton-le-Fylde, Chairman of Empiric Student Property plc, commented:

"At the time of this report, the country is still digesting the outcome of the EU referendum held in June 2016. While we cannot currently predict how the result of the referendum will impact on the country and the economy, we know that the UK Government remains committed to promoting UK higher education internationally, both in the EU (which represents only 6% of all full-time students in the UK) and further afield, in order to maintain the world-class reputation of our universities.

 

"With the supply/demand fundamentals of the sector persisting, Empiric continues to be well positioned with our diversified property portfolio delivering further rental growth and investors are also expected to benefit from the potential value to be added from our developments completing, our attractive investment pipeline and through our Hello Student® operating platform and brand.

 

"Empiric has grown substantially and the experience, knowledge and commitment of the whole team, with the support of the Board, provides a solid base for the future of the Company as we work towards our proposed 2025 Plan."

 

For further information on the Company, please contact:

 

Empiric Student Property plc

(via Newgate below)

Paul Hadaway (Chief Executive)


Tim Attlee (Chief Investment Officer)


Michael Enright (Chief Financial Officer)




Akur Limited (Joint Financial Adviser)

Tel: 020 7493 3631

Tom Frost


Anthony Richardson


Siobhan Sergeant




Jefferies International Limited (Joint Financial Adviser and Broker)

Tel: 020 7029 8000

Gary Gould


Stuart Klein




Newgate (PR Adviser)

Tel: 020 7680 6550

James Benjamin

Em: [email protected]

Zoe Pocock


Alex Shilov


Lydia Thompson


 

Further information on Empiric can be found on the Company's website at www.empiric.co.uk.

 

Notes:

 

Empiric Student Property plc is a leading provider and operator of modern, direct-let, premium student accommodation across the UK and is committed to providing shareholders with regular, sustainable and growing (at least in line with RPI) dividends, together with the potential for capital appreciation over the medium to long term. Investing in both operating and development assets, the Company focuses on quality, with assets generally in prime central locations in top university cities and towns in the UK, attracting international students and/or those studying beyond first year, in particular, postgraduates. For the 2015/16 academic year, Empiric's customer base comprises 69% international students from 98 countries. 78% of the Company's customers are students beyond their first year of study.

 

The Company, an internally managed real estate investment trust ("REIT") incorporated in England and Wales, listed on the premium listing segment of the Official List of the Financial Conduct Authority and was admitted to trading on the main market for listed securities of the London Stock Exchange in June 2014. The Company is a constituent of the FTSE All Share and FTSE EPRA/NAREIT indices.

 

 

Meeting for investors and analysts and audio recording of results available

 

A meeting for investors and analysts will be held at 9:30am today at:

 

Newgate

Sky Light City Tower

50 Basinghall Street

London, EC2V 5DE

 

In addition, a recorded webcast of this meeting and the presentation will also be available to download from the Company's website: www.empiric.co.uk.

CHAIRMAN'S STATEMENT

Overview

I am very pleased to introduce the financial results of Empiric Student Property plc for the year ended 30 June 2016. The Company again made significant progress during the financial year - we have increased our portfolio of purpose-built student accommodation to 7,396 beds (2015: 3,503 beds), funded by £286.4 million of gross equity proceeds and a further £120 million in debt. We also launched our operating platform, Hello Student, and its website, hellostudent.co.uk.

 

The Company's market capitalisation as at 30 June 2016 was c. £540 million, with strong liquidity in its shares, benefitting from inclusion in the FTSE EPRA/NAREIT Global Developed Index (from March 2016) as well as the FTSE Small Cap/All Share Index.

 

The Company paid aggregate dividends for the financial year amounting to 6.0p per share compared to adjusted earnings per share of 1.89p (2015: 0.13p).  We are targeting a basic EPRA annualised dividend of 6.1p per share for the next financial period (in line with our dividend growth target of not less than RPI) which we expect to be substantially, if not fully, covered by adjusted earnings per share from January 20171.

 

At the year-end, the Group owned or had committed to a significant, diversified portfolio of purpose-built student accommodation assets amounting to 75 buildings across 29 cities and towns in the UK - a result of the hard work of our executive team.

 

Performance Highlights

During the year to 30 June 2016, the Company raised gross equity proceeds of £286.4 million through three further equity fundraisings, all of which were priced at a premium to NAV and were significantly oversubscribed.

 

In addition, the Group secured a further £120 million of debt financing, of which £37.9 million was used to refinance existing debt. As at 30 June 2016, £155.9 million (excluding the Group's share of the debt relating to joint venture developments) was drawn down. We are pleased to have developed working relationships with several new lenders and, in line with our investment policy, we will continue to use leverage on a conservative basis to help drive our investment. As at 30 June 2016, the Loan to Value ratio ("LTV") was 22.7% (2015: 26.0%) (compared to a target of 35% and maximum of 40%), with a weighted average term to maturity for the debt of 9.7 years and a weighted average interest payable of 3.54%.

 

This funding has enabled us to invest in or commit to a further 35 buildings with 3,879 beds in 19 towns and cities over the course of the year. The Group's portfolio of assets (including its share of joint venture properties) was individually valued by CBRE at £523.9 million as at 30 June 2016 (2015: £251.3 million). Of these properties, 52 (4,257 beds) were operational over the 2015/16 academic year with gross annualised rent of £33.1 million (2015: 29 standing assets with 2,290 beds and gross annualised rent of £18.4 million). The first two properties being developed on a forward funded basis or through our joint venture development with Revcap Advisors Limited ("Revcap") reached practical completion by September 2015 and now form part of our portfolio of standing assets.

 

With the dividend declared for the quarter ended 30 June 2016 of 1.5p per share, we have paid out dividends in respect of the financial year, equating to 6.0p per share (2015: 4.0p per share), in line with our stated target for the year. Of this, 1.45p per share was paid as a property income distribution ("PID") under the UK Real Estate Investment Trust ("REIT") rules.

 

In February 2016, we took a significant step forward in the development of our operations capabilities with the launch of our operating
platform, Hello Student, which will help us to manage the marketing, management and maintenance of our buildings much more efficiently


and effectively. We believe that the benefits to the Group are twofold: cost savings through, amongst other things, the consolidation of service providers, plus an overall improvement in our marketing capabilities through a better understanding of our customers.

 

Change of Accounting Reference Date

In light of the Group's activities over the course of a year, the Board has concluded that an accounting reference date of 31 December is more appropriate and has approved this change. The Group's next audited results will be published for the six months to 31 December 2016.

 

The Board and Management

The achievements over the year are due to the hard work and commitment of our Executive Directors and their teams. Whether it has been securing finance, sourcing and delivering investment opportunities or developing a platform for the efficient operation of our properties, the Board remained committed to providing value to our investors throughout the course of the year.

 

In January 2016, Stuart Beevor joined the Board as an Independent Non-Executive Director. With over 35 years of real estate experience, including as managing director of Grosvenor Fund Management and as a non-executive director on the board of The Unite Group plc, Stuart's contribution to the Board has been invaluable.

 

In February 2016, Alexandra Mackesy stood down from the Board to follow her other interests and we wished her well for the future. Stuart Beevor has taken over her role as chairman of the Remuneration Committee and he has also joined the Audit Committee.

 

Our Staff

As the Group has grown and developed, we have expanded our team, in particular with customer facing staff employed by Hello Student Management Limited, as we believe that it is important for these roles to be filled by Group employees who work as part of our team, are part of our corporate culture and are incentivised to promote the values of the Group. Our staff are key to the Group's success and I would like to thank them for their individual contributions.

 

Our Shareholders

As a Board, we are committed to maintaining an open channel of communication with all of our shareholders. As well as regular news updates, the Company's website provides detailed information for investors. The Executive Directors have met with a significant number of our institutional investors, including a programme of site visits, and I have held a number of informal meetings with key shareholders. Jim Prower, our Senior Independent Director, and I try to ensure that shareholders have direct access to us.

 

2025 Plan

We are currently canvassing the views of our major shareholders in respect of our future strategy, looking forward to 2025. Any material change to our investment policy resulting from the 2025 Plan will be subject to a shareholder vote in a general meeting.

 

Outlook

At the time of this report, the country is still digesting the outcome of the EU referendum held in June 2016. While we cannot currently predict how the result of the referendum will impact on the country and the economy, we know that the UK Government remains committed to promoting UK higher education internationally, both in the EU (which represents only 6% of all full-time students in the UK) and further afield, in order to maintain the world-class reputation of our universities.

 

With the supply/demand fundamentals of the sector persisting, Empiric continues to be well positioned with our diversified property portfolio delivering further rental growth and investors are also expected to benefit from the potential value to be added from our developments completing, our attractive investment pipeline and through our Hello Student® operating platform and brand.

 

Empiric has grown substantially and the experience, knowledge and commitment of the whole team, with the support of the Board, provides a solid base for the future of the Company as we work towards our proposed 2025 Plan. It has been a pleasure to work with the staff, and I would like to thank them as well as my Board colleagues who bring their expertise and judgement to all of our discussions.

 

The Rt Hon the Baroness Dean of Thornton-le-Fylde

Chairman

14 September 2016

 

Our Business Model and Strategy

 

Our Aim

Our aim is to provide shareholders with regular, sustainable and growing long-term dividends, together with the potential for capital appreciation over the medium to long term. Our IPO target was 10,000 beds within five years through 300-400 beds in 25-30 cities.

Investment characteristics

 

Buildings

·      Medium-sized assets with 50-200 beds

·      Purpose-built or purpose-renovated or converted

·      High-end concept layout and communal facilities

 

Locations

·      Prime university cities and towns

·      Walking distance to university

·      Close proximity to shops, entertainment and transport links

 

Customers

·      International students

·      Beyond first year of study

·      Upper quartile by rental spend

 

Our Business Model delivers value by building a portfolio of properties, through acquisition or development, to offer premium university student accommodation. We optimise the value from our buildings through:

·      direct let model;

·      active operational management;

·      employment of appropriate leverage;

·      standardised design specifications that are high quality but robust; and

·      creating clusters of assets in towns and cities to facilitate economies of scale and operational benefits while ensuring each building retains its individual character.

 

Our Strategy

Our strategy is to focus on acquiring or developing, premium, direct-let student accommodation assets which are centrally located in prime university cities and towns in the UK and which meet the needs of both international students and a more mature customer base.

What Were We Doing in the Period to 30 June 2016?

Future Outlook

Locations

We have mapped out 36 cities that are home to either Russell Group or other universities ranked highly by number of applicants per place. By June 2016, we had established a presence in 29 university cities and towns, including 28 from our original target list. Within each city, our assets are centrally located, in close proximity to the local university (or other higher education institutions) and convenient for local amenities.

 

With regional universities attracting large (and growing) numbers of students, we will continue to focus our attention on these cities and towns which exhibit our preferred characteristics such as a highly ranked and growing university, a high proportion of international students and a substantial under-supply of purpose-built student accommodation. Prime locations within these centres will continue to be key as we face less competition and acquire at more attractive yields.

Buildings

As at 30 June 2016, we had contracted on 75 property assets, of which 52 were operational, three developments had reached practical completion and a further ten were due to reach practical completion in time for the 2016/17 academic year. These properties include purpose-built assets but most are unique buildings with their own individual characteristics, which have been redeveloped as student accommodation to a high specification. The average number of beds per building is c.100 but they range in size from a 19 bed standing asset which forms part of a cluster of assets in Liverpool to a 242 bed forward funded development in Portsmouth due for completion in September 2017.

 

Since the period end, we have contracted on a further six assets, of which one is in development. As we progress towards our medium-term target, we have a strong pipeline of investment opportunities that meet our strict criteria and we will continue to add to this pipeline. While we will continue to assess individual assets or opportunities, where possible we will seek to deploy capital efficiently through the acquisition of small portfolios which comprise suitable properties.

Customers

Approximately 70% of the students residing in our properties are from outside the UK, with representation from 98 nationalities. 35% of the students are postgraduates, above the national average studying at that level. The age of our customers ranges from 17 to 63 years. Less than 4% of our customers are under the age of 20, in their first year of study and from the UK, which is a significantly lower proportion compared to other providers in the market.

 

International students and those studying beyond first year as undergraduates, in particular postgraduates, remain our primary focus.

 

The Board is exploring other student accommodation opportunities within the UK market with a view towards our 2025 Plan.

 

 

Development of an Operating Platform to Optimise Value

During the year, we developed our own operating platform, Hello Student®, to provide marketing, management and maintenance services to our operating portfolio. Key to this is a new internal, centralised platform for our marketing and financial control functions, run nationally and which will connect our entire portfolio of operating properties, in order to optimise cash and operational management as well as present a consistent brand when marketing to our customers.

 

In addition, we have started to employ, directly, our own building managers, assistant managers and community ambassadors to ensure a consistent level of service across the portfolio. A national facilities management company, Incentive FM, has been appointed to provide planned and emergency maintenance across the portfolio. As at 30 June 2016, 26 of 65 buildings which will be operational for the 2016/17 academic year had been migrated onto the Hello Student platform. By September 2018, we plan to have all development and standing assets migrated to Hello Student.

 

Key Performance Indicators

The Company's objective is to deliver attractive returns to shareholders through the execution of its investment policy which is set out on page 24 of the Annual Report. The Key Performance Indicators on which we will report each year to track the progress made are set out below.

 

Financial

 


Performance


 

1 Total Return to Shareholders ("TR")

TR to shareholders is the ratio of growth in share price plus dividends paid as a percentage of the mid-market price at the start of the financial year.

 

 

4.6%

 

The TR of the Group was 4.6% for the year to 30 June 2016, compared with -8.29% for the FTSE All Share REIT Index for the year ended 30 June 2016.

 

The Group's TR was negatively impacted by the volatility in the market following the EU referendum which caused the share price to drop but it has since recovered.

 

11.5% for the 12 months to 30 June 2015

 

2 NAV Per Share (Basic)

The value of the Group's total assets less the book value of its liabilities attributable to shareholders.

 

 

 

105.4p

 

The Group's NAV per share grew by 2.1% over the year to 30 June 2016.

 

 

103.2p as at 30 June 2015

 

3 LTV Ratio

 

The proportion of borrowings compared to Gross Asset Value (defined as total assets less current liabilities). Pursuant to the Company's Investment Policy, the Group targets a 35% LTV but no more than 40%, measured at the time of draw down.

 

22.7%

 

 

 

26.0% as at 30 June 2015

 

4 Dividend Yield Against Target

 

Dividends paid to shareholders in respect of the year referenced to the IPO price per share paid by investors on launch of 100p.

 

 

6.0%

 

The dividend yield per share based on the IPO price of 100p was 6.0% compared to a target for the year of 6.0%.

 

 

4.0% for the 12 months to 30 June 2015

 

 

5 Earnings Per Share (Basic)

 

The post tax earnings generated that are attributable to shareholders.

 

 

7.29p

 

9.67p for the 12 months to 30 June 2015

 

 

6 Adjusted Earnings Per Share available to shareholders

 

Post tax adjusted EPRA earnings per share attributable to shareholders which includes the licence fee receivable on the Group's forward funded development assets.

 

 

1.89p

 

0.13p for the 12 months to 30 June 2015

 

EPRA Performance Measures

The table below shows additional EPRA performance measures which we provide to aid comparison of our performance with other European real estate businesses.

 


Performance


 

1 EPRA Earnings (basic)

Earnings from operational activities.

 

Purpose

A key measure of a company's underlying operating results and an indication of the extent to which current dividend payments are supported by earnings.

 

£5.2m

 

 

1.34p per share (basic)

 

£0.2m for the period to 30 June 2015

 

0.13p per share (basic) for the period to 30 June 2015

 

 

2 EPRA NAV

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

 

Purpose

Makes adjustments to International Financial Reporting Standards ("IFRS") NAV to provide stakeholders with the most relevant information on the fair value of the assets and liabilities for a true real estate investment company.         

 

 

£530.0m

 

 

105.7p per share (basic)

 

£240.9m as at 30 June 2015

 

103.4p per share (basic) as at 30 June 2015

 

3 EPRA Net Initial Yield ("NIY")

Annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the market value of the property net of (estimated) purchasers' costs.

 

Purpose

A comparable measure for portfolio valuations. This measure should make it easier for investors to judge how the valuation of portfolios compare.

 

 

5.5%

 

6.2% as at 30 June 2015

 

 

Our Market - Our Customers

 

The rapid expansion of the higher education sector is a global phenomenon and the internationalisation of higher education at a global level continues. UNESCO data indicates that, in 2013 (being the latest available data), there were 4.1 million internationally mobile higher education students around the world, double the number in 2000.

 

With approximately half a million students going abroad to study each year, China is the largest outbound student market in the world, representing one in five outbound students, and the number is continuing to rise.

 

 

While there has been a decline in the flow of outbound students from India as a result of factors such as an expanding local higher education sector and local currency depreciation, other large origin countries are showing significant increases in outbound student numbers. For example, outbound students from Saudi Arabia in 2013 numbered 74,000, an increase of 15% compared to 2012. Likewise outbound students from Nigeria increased by 5% to 52,000 over the same period. From an EU perspective, outbound students from France amounted to 84,000 in 2013, an increase of 32% compared to 2012.

 

The UK is the second most popular destination for international students after the USA, with a 10% share of the global market in 2013.

 

While the overall number of students enrolled in UK Higher Education Institutions ("HEIs") in 2014/15 of 2.27 million (the latest data available from HESA) declined by 1% compared to the previous year, this has been driven by a decline in part-time students (as a result of higher tuition fees and a tightening of visa restrictions) with the number of full-time students remaining unchanged at 1.7 million. A slight decline in UK full-time students was also offset by a 1% rise in students from the EU and the rest of the world.

 

Undergraduate enrolment at UK HEIs remained unchanged in 2014/15 at 1.39 million (approximately 82% of full-time enrolments), while postgraduate enrolment rose slightly to 305,000 driven largely by a 1.8% increase in postgraduate students from the EU.

 

The numbers of international students enrolled in HEIs in the UK reflect the trends of the global outbound market.

 

HESA data also indicates that the international student enrolment in 2014/15 showed particularly strong growth from countries such as Indonesia (27%) and the Gulf states such as Oman, Kuwait and Qatar (all in excess of 20%).

 

These market dynamics are reflected in our customer base - 70% of our customers are international students, representing 98 different nationalities with the largest segment of students originating from China and the rest of the Far East.

 

In January 2016, we commissioned a third party research project across a number of our properties in 19 locations. The objective of the research was to understand better the profile of our current customer base as well as to improve our understanding of the accommodation decision-making process and the student experience at our properties, principally in order to inform our marketing and brand strategy and support stakeholder communications. This research has provided valuable insight into our customer base, including how our customers reflect trends in the UK HEI sector.

 

Given the premium nature of our student accommodation, it appeals to international students as well as postgraduates and other more mature students (66% of our sample was over the age of 21) so, unsurprisingly, the proportion of UK students under the age of 20 and in their first year of undergraduate study was less than 4%. The research indicated a more significant proportion than expected of undergraduates, mainly in their second and third years of study.

 

The advantage for us is that, with the typical Masters student for instance, only staying at a particular university for one year, undergraduates represent a greater potential for rebooking.

 

Of the undergraduates living in Empiric accommodation, 42% were from the UK.

 

In addition, the research showed that a significant proportion (some 71%) of our customers (both UK and international) were already living in the UK prior to the start of the 2015/16 academic year. This has significant implications for how and where we market our student accommodation. We, therefore, have segmented our target market based on an individual's previous experience and path to an Empiric building:

 

·      Re-bookers: Typically undergraduates or PhD students who were in the same accommodation during the previous year. They are strong advocates of a building and early bookers.

·      Site Switchers: Typically second or third year undergraduates, including international students, moving between accommodation in the same town. They book early based on local knowledge with a high likelihood to recommend and rebook.

·      City Switchers: Typically first year undergraduates and postgraduates, often UK citizens, moving from other towns in the UK. They rely on student accommodation websites and book late without much local knowledge. They have high expectations.

·      New International: The core target market of international students in the UK. Typically Masters level, they have little prior knowledge of the UK and rely heavily on online information. They book late and have a low likelihood to rebook because they only study in the UK for one year.

 

This knowledge has helped us to inform our marketing and brand strategy - not only focusing on our presence in the international markets but developing a national brand to target City and Site Switchers. Information gleaned from the research also provided valuable insight into where prospective customers obtain information on student accommodation.

 

The importance of the internet and social media cannot be ignored and we are building a significant online presence. Further details of our marketing initiatives are set out in the CEO Operations Report on pages 30 to 34 of the Annual Report.

 

As well as determining where our customers come from, we have also been looking into where they are likely to study.

 

At IPO, we identified 27 university towns and cities with mainly Russell Group universities and other highly popular universities where the student population had limited access to purpose-built accommodation. We have since expanded our list of target locations to 36 and we continue to assess the higher education sector, in particular which universities are investing in future growth and attracting increasing numbers of students.

 

Key to this is the financial health of the HEIs which, according to a 2014/15 report by The Higher Education Funding Council into the financial situation of universities in England, had improved compared to 2013/14 and against expectations. Overall, the sector reported an operating surplus of £1.6 billion, equivalent to 5.8% of income. The report also found that there was significant variation in the financial performance of individual institutions and not necessarily favouring established Russell Group institutions. Analysis suggests that some newer HEIs, for example the University of Huddersfield, are running the highest operating surpluses. The expectation is that this variation is set to continue, with the gap between the highest and lowest performing HEIs widening in the forecast period to 2017/18.

 

Financial health enables capital investment, forecast to be at over £17.1 billion for the four years to 2017/18 in England alone, which is necessary as HEIs strive to maintain their global competitiveness. This is particularly important as changes to government and EU funding is forcing universities to become more reliant on tuition fees, particularly from international students.

 

With investment comes growth, and it is several of the regional non-Russell Group universities that are among those showing the largest increase in full-time student numbers as illustrated overleaf. It should be no surprise, therefore, that a number of these HEIs are located in the towns and cities that we target.

 

The expectations, however, of students are changing. They demand higher value for their money in every aspect of the student experience from tuition and facilities through to accommodation. With finite resources available to them, universities are having to become more sophisticated in their approach to asset management, investment and partnership, resulting in a growing number of opportunities for the private business sector to work in conjunction with the universities to develop alternative business models, including in respect of accommodation.

 

It is these opportunities that are driving the continued transformation of purpose-built student accommodation from a niche, alternative asset class within the overall residential property sector, to an increasingly mainstream investment proposition. There is growing appetite for this asset class from global institutions and, in 2015, investment in the UK surpassed that of North America for the first time.

 

There are challenges facing the sector, principally, as a result of UK's political landscape, including the tightening of visa restrictions for students and, most recently, the vote for the UK to leave the EU. With EU students making up only 6% of full-time students in the UK, exposure to this market is limited and, with strong demand from international students outside of the EU, it is likely that the sector should prove resilient to the change.

 

The fundamentals of the sector, such as the persistent supply/demand imbalance, that have historically resulted in the purpose-built student accommodation sector proving less volatile than commercial, remain the same.

 

At Empiric, we continue to assess the higher education sector in the UK to ensure that our business model, now and in the future, enables us to capitalise on the opportunities that exist in the purpose-built student accommodation market.

Chief Executive Officer's Q&A

 

Empiric has performed well again for the financial year ended 30 June 2016. What are the key features of the Group's performance?

Empiric is a growing company and during the year to 30 June 2016 we more than doubled the number of beds, trebled income generated from the portfolio and saw the value of our property portfolio increase by 108% compared to 30 June 2015. Key for me has been the strength of the impact of the first tranche of the Group's development assets reaching practical completion and what this represents in terms of Empiric's future performance.

 

From IPO we have invested in both operational and development assets. At the outset we envisaged that developments would consist of an equal number of Empiric forward funded third party developments ("forward funded assets") and direct developments with our joint venture partner, Revcap ("JV developments").

 

It has become clear that, whilst the direct developments generate a higher yield on cost, forward funded assets generate a better risk adjusted return with far lower management input. The forward funding package we offer is attractive to developers, providing efficiency and exit certainty, and has resulted in several follow-on acquisitions with developers around the country. This has meant that many of our acquisitions are now with known counterparties and are not only off-market, but also without an introducing agent - saving transaction costs for the further benefit of our shareholders.

 

At the time of our first annual results for the period ended 30 June 2015, we had not reached practical completion on any of our development assets so we were projecting the anticipated performance of forward funded assets, based on management appraisals (we model a projected yield on cost of 7.5%).

 

In August/September 2015, Kingsmill Studios in Huddersfield (a forward funded asset), Brunswick House in Southampton (a JV development) and Library Lofts in Exeter (a forward commitment) reached practical completion with yields on cost of 7.5%, 7.2% and 6.3%, respectively. For the first time, the Company benefitted from these uplifts in value as assets moved from development to operation at 31 December 2015. The latest valuation (at 30 June 2016) included another three newly completed properties (St Peter Street, Aberdeen; Buccleuch Street, Edinburgh; and Metrovick House, Newcastle) and ten are planned to reach practical completion in time for the 2016/17 academic year. In aggregate, our development activity has contributed 48.4% to the value uplift of our portfolio.

 

We anticipate that these latest ten assets to reach practical completion will have a further positive impact on NAV and income in the coming financial year. Looking further forward, we currently have another tranche of eight development assets for the 2017/18 academic year, amounting to 1,057 beds.

 

The Company has delivered on its target dividend of 6p per share in respect of the year ended 30 June 2016. What is your strategy on dividends and returns, generally, going forward?

The Company has grown steadily in the two years since its IPO in June 2014 and that growth has been underpinned by the support of our shareholders. A key attraction for our shareholders is the income derived from their investment through the payment of a regular dividend as well as capital appreciation.

 

As a growing business, we have regularly raised equity capital and those funds have been committed swiftly into our increasing portfolio of assets. Inevitably there is an element of "cash drag" though we have sought to minimise this through these smaller, more frequent equity fundraisings on the back of robust pipelines of attractive investment opportunities.

 

The Board is committed to paying shareholders a regular, sustainable and growing (at least in line with RPI) dividend, together with the potential for capital appreciation over the medium to long term. In order to achieve this, we manage the proportion of investment into income producing, standing assets versus development assets which have the potential to produce superior capital returns.

 

We also leverage our investments by securing long-term debt on standing assets and, since the year end, development debt on forward funded assets; recycling equity capital for further acquisitions and replacing it with more cost effective capital (the Group's weighted average interest payable at 30 June 2016 was 3.54%). The Group's LTV as at 30 June 2016 was 22.7% (2015: 26.0%) compared to a long-term LTV target of 35%.

 

You have previously talked about improving the Group's net operating income. What progress has been made on this and how is it being achieved?

One of our IPO targets was to acquire 300-400 beds per town or city where Empiric has a presence to allow us to benefit from efficiency gains. As we have acquired new assets, particularly standing assets, we have also inherited incumbent managers, existing facilities management arrangements with ad hoc utilities contracts, internet suppliers and maintenance agreements. As a result, there are often initial re-structuring costs involved to achieve those targeted levels of efficiency.

 

Over the past 12 months, we have undertaken a number of initiatives to improve the Net Operating Income generated by our portfolio of standing assets, including:

·      reducing the number of property managers with whom we work and starting to bring the management of a number of the Group's properties in-house;

·      negotiating portfolio-wide deals on utilities, for instance high speed broadband which is of critical importance to our customers, which enables us to offer a superior service for our customers but at a lower cost to the Group; and

·      migrate the facilities management to specialist out-sourced service provider, Incentive FM, which has an existing national network and is able to undertake the day-to-day maintenance and repairs across our standing assets on a more efficient and cost effective basis.

These developments have been undertaken under the banner of our operating platform, Hello Student®. As at 30 June 2016, the Group was already starting to see the benefits coming in the future from these initiatives.

 

We are aiming to improve net operating income by up to 5% over the next three years.

 

Tell us more about Hello Student®.

The genesis of Hello Student® was our desire to bring more of the operational side of the business under our control, and to bring us closer to our customers and our managers. Hello Student® brings the marketing, management and maintenance together under one, branded platform.

 

The Hello Student® brand speaks directly to our customers - students - raising our profile and bringing coherence to our offering. The principal marketing tool for this is the hellostudent.co.uk website which was launched in February 2016.

 

The website provides prospective customers - first-time residents, re-bookers, re-locators and referrals - with details of all our standing assets as well as useful information on the town or city in which they are planning to study. From a marketing perspective, the website presents a strong brand image, quintessentially British, which our research indicates is appealing to our key target markets.

 

Behind the website is a bespoke, integrated booking and accounting engine. Direct booking is enabled for the majority of buildings which are currently managed through Hello Student® with customers redirected to our incumbent management partner firms' booking facilities for the remaining buildings. We aim to have our entire portfolio being marketed exclusively through the Hello Student® website by the beginning of the 2018/19 academic year.

 

A further development is the Hello Student® app with an anticipated roll-out across the whole of the UK from September 2017, following an initial trial in Nottingham. The app for hand-held devices will be a multi-functional tool for the use of customers, creating a direct link to the property and facilities management teams, enabling them to request basic amenities or additional chargeable services. The app will also facilitate communication between our customers, building communities, which we believe will enhance our marketing programme by encouraging re-bookings and referrals.

 

While the marketing and communication capability of Hello Student® is important, there are also cost and operational advantages, mentioned previously, such as planned and reactive maintenance for Hello Student® through Incentive FM, giving us national buying power and a single point of programming and planning.

 

Another key feature, which we believe will become more apparent as we progress, is that the Hello Student® regional, city and building managers work directly for the Group giving a sense of belonging and ownership, with a career path. This enables us to instil our values and positive, entrepreneurial corporate culture throughout the organisation, from Board level through to the customer interface.

 

Further information on Hello Student is set out in my Operational Review.

 

With the increase in the number of properties acquired over the year, has there been a change in Empiric's customer base?

For the 2015/16 academic year, our customer base comprised 69% international students from 98 countries, and 78% were students beyond their first year of study which is strikingly similar to the respective statistics from the previous academic year (2015: 69% international students from 83 countries and 79% post first year undergraduate). The age range of our customers is 17-63 years old (2015: 18-49) with less than 4% of our customers under 20 in their first year of study and from the UK (2015: 2%).

 

In January 2016, we commissioned our own research into our customer base. We have come a long way since the days when Tim Attlee and I owned one student accommodation building and we were able, personally, to canvass our customers to assess what we were doing right and what needed to change. However, with 7,904 beds contracted (as at 14 September 2016), it is now even more critical for Empiric to know its customer base to ensure that: the facilities the Group provides match the requirements of our target market; we understand how those requirements change over time; and we focus our marketing activities in order to achieve the best possible return on this expenditure.

 

This research has highlighted some interesting information and further detail on this, as well as the student accommodation market, in general, is set out in the report on Our Market - Our Customers (see pages 12 to 17 of the Annual Report). A key area of interest to us is the high proportion of students (71%) who originally come from overseas jurisdictions but who were already in the UK before the start of the 2015/16 academic year. In terms of our business model, therefore, we are adjusting our marketing focus not only to target international students in their home countries but to build our Hello Student® brand across the UK so that we can attract students who are already here, either in another city or in another property.

 

How do you see the student accommodation market developing in the future?

Higher education is one of the UK's top exports and, notwithstanding the current uncertainty in the macro-economy as a result of the Brexit vote in June 2016, the UK Government is committed to maintaining the UK's world-class status in higher education. There were c. two applicants for every place accepted by an international first year student in 2015, suggesting that significant shrinkage in application numbers could be absorbed before acceptance numbers would suffer.

 

The most notable recent development in the higher education sector was the lifting of the UK Government's cap on the numbers of UK and other EU students in 2015. Figures from UCAS on first year acceptances for the 2015 cycle showed that an increase of over 11% for EU (excluding the UK) students compared to the previous year, indicating a rise in the number of EU students coming to the UK. These statistics also show an increase in the number of non-EU students and while this increase was relatively small year-on-year, acceptances are up nearly 40% compared to ten years ago.

 

International students, however, made up less than a quarter of the full-time student population in the UK in the 2014/15 academic year and only 13% of the first year acceptances in the 2015 cycle. The number of UK students has also showed steady growth, with 33% of school leavers now going to university (compared to 7% a generation ago) and increasing numbers going on to second degrees.

 

As a result, universities are focused on spending more on teaching facilities and research to maintain their competitiveness, rather than investing in accommodation for their students. We expect that this theme will continue and that the private sector will need to continue to address the shortfall in the supply of accommodation. This is where Empiric positions itself.

 

What are the implications for Empiric's future?

As at 30 June 2016, we had contracted on 7,396 beds, with a further 508 beds contracted since the year-end. With the remaining proceeds from the equity fundraising undertaken in February 2016 and having raised a further £63.4 million in debt subsequent to the year-end, we expect to reach our original target of 10,000 beds in the near term, all of which should be operational by September 2018. We see the developments in the market as a great opportunity for the Company and we have been looking at several areas for future growth.

 

Empiric has been described as a niche player in the student accommodation market, owning and operating premium purpose-built student accommodation targeting international and/or more mature students. We still believe that this is a significant "niche" market which will continue to present us with tremendous opportunities. However, we also know that there are other "niche" markets within the student accommodation sector which we believe should provide equally good prospects.

 

For example, with the focus of universities on funding their teaching and research programmes, together with building world-class facilities, we see various prospects to work more with the universities. This may be as simple as looking at more nominations arrangements, similar to the few we already have in place in Bath and Falmouth where beds are still direct-let to students at market rates but where the university markets the beds and guarantees full occupancy or through more direct relationships with the universities.

 

We have also been looking more closely at UK-based students and we have identified groups who we believe are not adequately provided for by current suppliers of private purpose-built student accommodation. A key theme at recent property conferences has been the provision of accommodation for students from less affluent backgrounds. At the other end of the spectrum, we are exploring demand for premium accommodation from UK students and other "sharers" from wealthier backgrounds.

 

We are exploring these prospects with a view to diversifying further within the student accommodation sector and evolving into a closely targeted "multi-niche" player, leveraging our experience and infrastructure, for our 2025 Plan. We are currently canvassing the views of our major shareholders and any material change to our investment policy will be subject to a shareholder vote in a general meeting. Whatever the future holds for Empiric, our focus will remain on providing value for our shareholders through regular, sustainable income returns and capital appreciation.

 

Investment Policy

Empiric's investment objective is to provide shareholders with regular, sustainable and growing (at least in line with the RPI inflation index) dividends, together with the potential for capital appreciation over the medium to long-term.

 

Empiric intends to meet its investment objective through acquiring, owning, leasing, and developing high quality student residential accommodation. We let to students in higher education on direct tenancy agreements.

 

We invest in and develop high quality, modern student accommodation, generally located in prime, city-centre locations in top university cities and towns, spreading risk through a diverse geographic exposure.

 

Each of our properties, generally, has:

·      50-200 beds in total

·      Studios and 1-3 bedroom apartments

·      Generous space per student bed

·      All rooms with en-suite bathroom and kitchen facilities

·      Communal facilities including a cinema room, gym, launderette, study rooms and break-out areas

 

Income

Rental income is predominantly generated from direct leases, as well as commercial lease opportunities within the properties. We target upper quartile rent and primarily accommodate postgraduate and international students. We have annual rent reviews and rent varies within each building and for each room.

 

Investment

We acquire individual buildings and portfolios of properties as assets. We undertake development of new buildings or refurbish or convert student accommodation with other development partners, through forward funding third party developers or on our own. Apart from the development assets held in 50/50 joint ventures during the development phase, we have sole ownership of all investments.

 

We intend to hold the investments for the long term, but will sell investments if a sale would represent a satisfactory return on the initial investment or enhances the value of Empiric, taken as a whole. There is no limit on disposals.

 

Investment Restrictions

·      Generate income from no less than five separate buildings

·      No single asset represents more than 20% of the gross asset value

·      At least 90% of the properties directly and indirectly owned are freehold or long leasehold properties (with at least 100 years remaining)

·      A maximum of 15% of NAV may be committed to spend on the equity requirement for development or forward funded projects, including conversions. This is conducted in special purpose vehicles with no recourse to other Empiric assets

·      Rent from commercial leases is limited to 25% of the total rent receipts of any single building and 15% of total rent receipts

·      No investment in other closed-ended investment companies

 

Borrowing Policy

The Company will maintain a conservative level of aggregate borrowings typically of 35%, but no more than 40%, of the Gross Asset Value (calculated at the time of draw down) and will comply with REIT provisions. This limit will be inclusive of the Group's pro rata share of development loans incurred in relation to joint venture development projects.

 

Borrowings employed by the Group may either be secured on individual assets without recourse to the Company or by a charge over some of the Group's assets to take advantage of potentially preferential terms. Development loans, however, will only be secured at the individual asset level, without recourse to the Group's other assets or revenues.

 

The Company may engage in interest rate hedging in respect of borrowings, or otherwise seek to mitigate the risk of interest rate increases, for efficient portfolio management purposes only.

 

 

Chief Investment Officer's Portfolio Review

 

Overview

The Company has continued to grow selectively its portfolio of premium, student accommodation assets, more than doubling the number of rooms contracted over the year to 30 June 2016. We have built a reputation as a reliable acquirer of standing assets and reliable funding partner on development assets. As a result, we are seeing more off-market transactions at competitive prices and the relationships we have formed with developers are leading to further transactions negotiated directly with these developers. Not only does this reduce acquisition costs (specifically, fees paid to third party introducers) but, importantly, we are working with development partners who know our design specifications and we can be sure will develop properties to our high standards.

 

We have expanded Empiric's presence across the UK with assets in 29 prime university towns and cities at the year end and we have also built our portfolios within key centres, either on an asset by asset basis (both operational and development assets) or through portfolio acquisitions. We target 300-400 beds per town or city, across multiple buildings, as we believe that this provides us with suitable scale to achieve operational efficiencies while enabling us to offer slightly different, distinctive accommodation to our customers.

 

While we were very active in acquiring assets, we also decided to withdraw from one conditional contract entered into in the previous financial year, Framwellgate House. Our investment team concluded that, given the specifics of the proposed contract, the Company's funds would be better invested in alternative projects. A key function of our investment team is to determine which of the vast number of proposals introduced to Empiric best meet the Company's investment objectives and which do not. On occasion, we recommend to the Board that we do not proceed with an acquisition where we believe that the conditions to a contract are not capable of being met (at all or within a reasonable timeframe) so that committed funds can be deployed elsewhere.

 

Assets

During the year to 30 June 2016, the Group invested in, or committed to, the freeholds (unless otherwise stated) of 35 assets, comprising a mix of operating properties, forward funded assets (funding of third party developments in return for a discount on the acquisition price) and a development project (to be developed by the Group directly), with an aggregate price of £251.2 million (including acquisition costs) (2015: 37 assets with an aggregate price of £228.5 million (including acquisition costs)).

 

The Group had also exchanged conditional contracts on three further properties (mainly forward commitments acquired subject to practical completion), for which the outstanding conditions had not been met as at 30 June 2016, with an aggregate price of £72.6 million (excluding acquisition costs) (2015: two assets with an aggregate price of £17.8 million (excluding acquisition costs)). In addition, the Group had exchanged conditional contracts on three further sites for development, subject to receipt of planning consent.

 

As at 30 June 2016, the Group owned, or was committed on, a total of 68 assets (representing 6,191 beds) (2015: 37 assets representing 3,503 beds) and had exchanged conditional contracts, including on sites subject to planning permission being obtained, (with the conditions or planning remaining outstanding at the year-end) on a further seven assets (representing 1,207 beds) (2015: three assets representing 229 beds), in a total of 29 towns and cities.

 

Summaries of these properties are set out in Tables 1 and 2 on pages 26 and 27 of the Annual Report.

 

Table 1 - Operating Assets (and Those that had Reached Practical Completion) as at 30 June 2016 (55 in total)

 

Name

Location

Number of Beds

Date of Acquisition or Practical Completion

Purchase Price (£m)

Net Yield on Acquisition or Cost

Valuation Yield

Centro Court

Aberdeen

56

September 2014

6.5

6.8%

5.9%

St Peter Studios

 

Aberdeen

123

June 2016

13.7

7.0%

6.0%

Canal Bridge

Bath

20

November 2015

1.7

5.9%

5.5%

Widcombe Wharf

Bath

40

November 2015

3.9

5.5%

5.3%

Piccadilly Place

Bath

47

November 2015

3.6

5.9%

5.5%

The Brook

Birmingham

106

July 2014

12.0

6.5%

5.7%

Edge Apartments

Birmingham

77

August 2014

8.9

7.0%

5.7%

College Green

 

Bristol

84

July 2014

10.0

6.7%

5.7%

Summit House

Cardiff

87

July 2014

9.6

7.0%

5.8%

Alwyn Court

Cardiff

51

October 2014

3.5

6.4%

5.9%

Northgate House

Cardiff

67

February 2015

5.2

7.0%

6.0%

St Margaret's Flats

Durham

109

May 2015

5.1

7.5%

6.4%

Buccleuch St

 

Edinburgh

88(3)

June 2016

8.5

8.1%

5.6%

Picturehouse Apartments

Exeter

102

July 2014

11.4

6.3%

5.8%

Dean Clarke Lofts

 

Exeter

30

December 2014

4.5

6.6%

5.7%

Library Lofts

Exeter

61

September 2015

6.1

6.3%

5.7%

Maritime Studios

Falmouth

138

August 2015

8.8

6.5%

6.1%

Ballet School

Glasgow

103

March 2015

11.9

6.7%

6.2%

333 Bath Street

Glasgow

70

September 2015

7.4

6.5%

6.1%

Curzon Point

 

Hatfield

116

December 2014

9.2

6.4%

5.8%

Kingsmill Studios

Huddersfield

98

September 2015

7.5

7.5%

6.1%

City Block 1

Lancaster

30

May 2015

2.1

6.1%

5.9%

City Block 2

Lancaster

77

May 2015

5.6

6.1%

5.9%

City Block 3

Lancaster

100

May 2015

7.9

6.1%

5.9%

Algernon Firth

Leeds

111

January 2015

7.2

6.6%

5.7%

St Mark's Court

Leeds

85

March 2015

7.1

6.0%

5.8%

Pennine House

Leeds

127

June 2016

17.8

6.6%

5.9%

City Block 1

Leicester

98

May 2015

6.2

6.3%

6.2%

City Block 2

Leicester

76

May 2015

4.8

6.3%

6.2%

160 Upper New Walk

Leicester

17

May 2016

1.7

6.1%

6.3%

136-138 New Walk

Leicester

30

May 2016

2.9

6.0%

6.2%

Bede Park

Leicester

59

May 2016

3.7

6.2%

6.2%

The Octagon

Liverpool

19

June 2015

2.0

6.4%

6.2%

Grove Street Studios

Liverpool

28

June 2015

2.7

6.5%

6.2%

Chatham Lodge

Liverpool

50

June 2015

3.9

6.5%

6.2%

Art School Lofts

Liverpool

64

June 2015

8.4

6.3%

6.0%

Hayward House

Liverpool

74

June 2015

5.4

6.3%

6.0%

Maple House

Liverpool

147

June 2015

12.9

6.3%

6.0%

Halsmere Studios

London

79

February 2015

13.3

6.4%

5.1%

Ladybarn House

Manchester

117

March 2016

10.3

6.3%

6.1%

Victoria Point 1

Manchester

98

April 2016

29.5

5.6%

5.7%

Victoria Point 2

Manchester

85

April 2016


-

-

Victoria Point 3

Manchester

85

April 2016


-

-

Victoria Point 4

Manchester

84

April 2016


-

-

Victoria Point 5

 

 

Manchester

132

April 2016


-

-

Victoria Point 6

Manchester

77

April 2016


-

-

Metrovick House

 

Newcastle

63

May 2016

7.4

6.5%

6.3%

Talbot Studios

Nottingham

98

September 2014

8.2

6.9%

5.8%

Stone Mason House

Oxford

44

May 2016

4.5

5.1%

5.0%

Registry

Portsmouth

41

August 2015

4.5

6.5%

6.3%

Saxon Court

Reading

83

March 2016

13.0

6.0%

5.7%

London Road

 

Southampton

46

November 2014

3.6

7.0%

5.9%

Brunswick Apartments

Southampton

173

September 2015

16.7

7.2%

5.9%

Ayton House

St Andrews

241

December 2015

26.0

5.5%

5.3%

Caledonia Mill

Stoke-on-Trent

120

June 2015

6.3

6.5%

6.1%

Total/average yield


4,531


404.4

6.4%

5.9%

 

Notes:

(1)           Reached practical completion as at the date indicated but was not operational as at 30 June 2016.

(2)           150 year lease, started in August 2010.

(3)           In June 2016, the Group acquired a retail site adjacent to the Buccleuch Steet building which will be converted to   provide, inter alia, an additional two studios
         resulting in a total of 88 beds for the property with an estimated total project cost of £0.65 million (not included in the price above).

(4)           999 year lease, started in March 2014.

(5)           199 year lease, started in December 2014.

(6)           This building is to be significantly refurbished and, therefore, will not be operational for the 2016/17 academic year.

(7)           Freehold/leasehold

 

The portfolio of 52 operating properties (2015: 29) was fully let for the 2015/16 academic year. The gross annualised rent for these properties was £33.1 million (2015: £18.4 million), of which £0.9 million (representing 2.7% of the gross annualised rent) was attributable to commercial revenue (2015: £0.8 million representing 4.4% of gross annualised rent). We have targeted an average uplift in annual rents of 2.78% for the 2016/17 academic year (2015/16: 3.0%).

 

Name

Location

Proposed
Number of Beds

Date of
Acquisition

Price Paid or
Total Investment to Completion
(£m)

Estimated
Completion Date

Forward Funded Projects

William & Matthew House

 

Bristol

75

April 2015

8.3

September 2016

Bonhay Road

Exeter

150

September 2015

12.3

October 2017

155 George Street

Glasgow

89

November 2015

9.5

September 2017

Oldgate House

 

Huddersfield

179

May 2015

11.3

September 2016

Welsh Baptist Chapel

Manchester

87

May 2015

8.3

September 2017

The Frontage

 

Nottingham

162

October 2015

18.7

November 2016

Talbot Point

 

Nottingham

77

February 2015

5.9

September 2016

Europa House

Portsmouth

242

April 2016

21.9

September 2017

Trippet Lane

Sheffield

63

April 2016

5.4

September 2017

Portobello Road

 

Sheffield

134

August 2015

11.6

September 2016

Lawrence Street

York

115

March 2016

10.7

September 2017

Development Project






Willowbank

 

Glasgow

178

December 2014

7.05(2)

September 2016

Provincial House

Sheffield

107

December 2015

11.6

September 2017

Total


1,658


142.6


Forward Commitments and Sites Acquired Subject to Planning

1-3 James Street West

 

Bath

78

August 2015

7.65(4)

September 2016

James House

 

Bath

169

August 2015

25.0(4)

September 2016

Windsor House

 

Cardiff

314

November 2015

41.0(4)

August 2016

Well Street

 

Exeter

68

-

-

September 2018

Ocean Bowl

 

Falmouth

286

-

-

September 2018

Claremont Place

 

Newcastle

88

May 2015

10.9(4)

October 2016

Forthside

 

Stirling

204

-

-

September 2017

The average net yield on acquisition of the operating properties, or on cost for those development assets that had reached practical completion, as at 30 June 2016 was 6.4% (2015: 6.6%). The average valuation yield as at 30 June 2016 was 5.9% (2015: 6.1%).

 

Table 2 Forward Funded and Development Assets as at 30 June 2016 and Forward Commitments and Sites Acquired Subject to Planning (20 in total)

 

(1)           Subsequent to the year ended 30 June 2016, these assets have or are planned to reach practical completion and will be operational for the 2016/17 academic
          year.

(2)           Development is being undertaken as a joint venture with Revcap and total investment to completion figure excludes Revcap's contribution.

(3)           The Group had exchanged contracts on this property though certain conditions had not been satisfied as at 30 June 2016.

(4)           Purchase price on acquisition.

(5)           The Group had exchanged contracts on this site, subject to planning consent being obtained. Planning consent had not been obtained as at 30 June 2016.

 

Valuation

Each individual property in the Company's property portfolio has been valued by an external valuer, CBRE, in accordance with the RICS Valuation - Professional Standards January 2014 (the "Red Book").

 

As at 30 June 2016, the Group's property portfolio had a market value of £514.2 million (excluding the joint venture interests and the value of properties on which only conditional contracts had been exchanged at the year-end) (2015: £239.8 million). Of this, £443.4 million was attributable to operating assets or those which had reached practical completion, an increase of 4.7% in value compared to the aggregate purchase price or cost of development of £423.2 million (2015: £218.8 million, an increase of 4.3% compared to purchase price of £209.7 million). The aggregate valuation attributable to the forward funded and development assets that had unconditionally exchanged was £70.75 million, which is based on progress of the development of the assets to 30 June 2016.

 

The Group had also exchanged conditional contracts on seven properties and sites for which conditions (e.g. practical completion or planning consent) remained outstanding as at 30 June 2016 and, therefore, the value of these properties has not been included in the aggregate valuation of the Group's property portfolio as at 30 June 2016.

 

Post Balance Sheet Events

Since the period end, we have announced the acquisition of five assets which were operational and one forward funded development property which, together, represent a further 508 beds. Details of these acquisitions are set out in Table 3 below.

 

Table 3 - Assets Acquired Since 30 June 2016 to Date (6 in Total)

 

Name

Location

Number of Beds

Date of Acquisition

Price Paid or Total Investment to Completion (£m)

Estimated Completion Date

Net Initial Yield

Operating







Oolite Road

Bath

31

July 2016

2.6

N/A

6.7%

Isca Lofts

Exeter

71

August 2016

4.7

N/A

6.9%

Francis Gardner Hall

London

70

August 2016

10.6

N/A

5.5%

Grosvenor Hall

London

72

August 2016

6.2

N/A

6.3%

Pavilion Court

Canterbury

79

August 2016

9.2

N/A

6.0%








Forward Funded Projects

The Emporium

Birmingham

185

September 2016

19.5

September 2018

N/A

Total


508


52.8



 

Our Investment Team

Our investment team has worked hard over the year in identifying investment opportunities, concluding the acquisition of a significant number of premium student accommodation assets and overseeing the development of new properties, all of which underpin the successful growth of our Company. Key to their success are the strong relationships which they have built within our sector - the agents we work with, vendors, development partners and the many professionals involved in adding a premium student accommodation asset to our portfolio. I would like to thank the team for all their efforts.

 

Tim Attlee

Chief Investment Officer

 

14 September 2016

Chief Executive Officer's Operations Review

 

Introduction

At its core, Empiric is an investor in, and developer of, student accommodation assets - buildings which yield rent. However, it is people who drive the value of those buildings: our customers who pay us the rent to live in the buildings and the managers who ensure the smooth operation of those buildings. Since Empiric's IPO just over two years ago, we have worked with a number of partner businesses to ensure that our portfolio of operating assets has been well marketed, managed and maintained but as a critical component in our value chain, we believe that, as our portfolio of student accommodation assets continues to grow, there are distinct advantages to bringing the operations management in-house.

 

In November 2015 we appointed Incentive FM to provide facilities management services on the first trial buildings and, in January 2016, we directly employed the first Empiric building managers. In February 2016, we launched our website, hellostudent.co.uk, the marketing face of our Hello Student branded operating platform. The launch of the website was the culmination of many months of hard work on the part of 

 

our operations team developing a bespoke operating platform which includes an integrated booking system, a student focused brand and the
national facilities management. This is all underpinned by our staff, most notably, our customer-facing building, city and regional managerial staff but also the key people behind the scenes without whom Hello Student® would not exist.

 

In February 2016, we launched our website, hellostudent.co.uk. By September 2018 we plan to have all development and standing assets migrated to Hello Student.

 

Integrated Operations Management

In our first six months after IPO, we were working with four management partner firms, mostly specialist national operators such as CRM Student and Collegiate AC. Our operational assets were listed on their respective marketing websites, they managed our properties and were responsible for collecting rents, contracting utilities and arranging maintenance, and they provided us with their accounts for the properties on a regular basis. For these services, we paid them a fee variously based on a percentage of net or gross rent and budgeted direct costs such as internet and utilities annually in advance.

 

By the end of June 2015, the number of partner management firms had increased to eight, mainly as a result of taking on existing relationships when we acquired new standing assets. While all specialists, levels of service were variable, purchasing power for smaller operators is limited and working with this large (and increasing) number of companies was inefficient.

 

The solution was to bring together the marketing, management and maintenance of our operating portfolio under one branded platform. The advantages of this are both financial and functional:

·      Our single student-facing branded website, Hello Student®, will enable us to broaden our reach, drive re-bookers and referrals and engage students directly through a recognised brand across the UK;

·      We have selected and reached agreement with CRM Students, the largest third party manager of student accommodation in the UK, to host the specialist booking engine which the Hello Student® website feeds into. This integrates marketing, bookings and accounting and facilitates monthly reporting to Empiric, enabling us to maintain accurate and timely data on all of our standing assets which will become increasingly important as the operating portfolio grows;

·      We have started to employ building managers and, in June 2016, employed our first regional manager directly. These people are our customer interface and, as such, it is important that they project our values and corporate culture. We encourage a sense of brand ownership and belonging to our team, reinforced by a definitive career path. The staff costs are more than offset by the reduction in fees and costs paid to third party management companies;

·      We are able to negotiate portfolio-wide deals on utilities and services, and the added purchasing power enables us to obtain better prices and, where possible, superior services (for example, high speed broadband); and

·      We have selected and reached the agreement with Incentive FM, a nationwide facilities management provider, to provide a complete facilities management solution for our operating portfolio, again saving us costs as well as providing a superior service.

 

The Hello Student® Brand

In developing a brand through which we would communicate with our customers, it was important to identify the factors that had the most appeal to our target market, principally, international students and those beyond their first year of university, particularly, postgraduates. To this end, we undertook a survey of prospective students within these demographics in three international markets, namely India, China and South Korea. In collaboration with a specialist brand design agency, we developed a brand based on the results of the research: Hello Student.

 

The principal tool is the Hello Student website supported by social media. All buildings on the Hello Student website also appear on other

 

managers' websites. Of the 65 buildings that are being marketed for September 2016 the majority of buildings managed by Hello Student® can be booked on the website, while the others click through to the external managers' websites.

 

Between its soft launch in February 2016 and 30 June 2016, the site had attracted approximately 18,000 visitors, with minimal external marketing. The website usage statistics indicate that it is drawing high quality traffic with an audience that is very engaged with the content on the site, visiting an average of four pages before exiting the site. A key statistic for us is that a total of 1,178 booking enquiries have been driven through the website to date which is comparatively higher than the conversion rate of enquiries of Hello Student properties listed on

 

other sites.

 

As well as the Hello Student website, we have in place a full set of brand guidelines and branded material to support local, on-site property


teams to drive lettings and ensure consistency of the brand across the portfolio.

 

Marketing

Earlier this year we commissioned research into our existing customers which identified four distinct groups based on their circumstances prior to moving into one of our buildings - "New Overseas", "City Switchers", "Site Switchers" and "Re-bookers". Further details on this research are set out in "Our Market" (see pages 12 to 13 of the Annual Report). Differentiated by profile, experience, motivation and accommodation search behaviours, these key groups have been used as the basis to inform all of our subsequent marketing activity in order to deliver targeted messaging and engaging visuals relevant to the particular audience. Critically, while our current customers represent 98 different nationalities, 71% of them were already in the UK last year. Therefore, the majority of next year's tenants are likely to be in the UK already and that is a key focus of our marketing.

 

Our social media strategy, including Facebook, Twitter and Instagram, connects with potential and current residents and has seen a rapid take-up with over 50,000 followers. This enables us to actively communicate with our online student community in a low cost way: managing and executing social media takeovers with student focused influencers; launching global competitions using cinematic video content with a paid amplification strategy; and initiating social media paid advertising, targeted at students and parents in key geographic locations.

 

In August 2016, a key booking period, we launched an online advertising campaign based on the lifestyle, demographic and geographic profiles generated from the data gathered from the profiles of users of the Hello Student website. The focus of the campaign, "We Do Homes", positions Hello Student as a provider of high quality accommodation with a personal touch that not only provides a customer with

 

their own space for independence and privacy but communal areas to encourage social interaction with like-minded people from around the world. Our target groups for this campaign will be New Overseas customers as well as Site and City Switchers, particularly those who are not already familiar with the accommodation and service that we provide. This campaign, shot on location at Brunswick House in Southampton, is supported by an outdoor billboard campaign to increase awareness of the brand across the UK.

 

As a follow on, we plan to launch a beta version of a Hello Student app which will be first trialled in Nottingham, with a view to rolling it out

 

across our operating portfolio from September 2017. The app will allow customers to purchase additional chargeable services such as dry cleaning, room servicing and shipping services as well as having direct contact with the building management and maintenance teams in order to request support. With access to promotions, discounts and notification of events, the app will also serve as a tool to build the community within a particular building, a city-wide portfolio of buildings or our wider national community. We see this as a useful tool to encourage Re-bookers as well as Site or City Switchers, particularly those are who already part of the Hello Student community.

 

There are two key areas that we have focused on over the past eight months: the technology to convert the interest generated by our marketing efforts into bookings and manage information flows; and ensure that, once a customer has secured a bed in one of our buildings, we have the right team in place to ensure that they receive a service that reflects the brand values of Hello Student.

 

Technology

Having considered the possibility of building a bespoke software product and reviewed the existing technology available in the market, we selected CRM Students' existing TCAS software as the basis of our new booking platform. We believe that TCAS, which powers other booking websites, provides the functionality that we require and is a proven product; a bespoke software product would be more expensive and unlikely to provide significantly better functionality. The TCAS software, which sits behind the Hello Student website, has been

 

designed also to interact with industry standard accounting software, providing an integrated booking, accounting and reporting system.

 

This feature is currently enabled for the majority of buildings which are currently managed directly through Hello Student.

 

The implementation and operation of this platform is being undertaken by a specialist team from CRM Students, seconded to Hello Student® Management Limited, hence providing us with a dedicated service, working seamlessly with our own employees. The team will provide marketing administration, document administration and provide monthly accounting and reporting data (on an individual SPV basis) to the Empiric accounts team.

 

Management

We believe that our buildings should be managed by our people. As at 30 June 2016, Hello Student® Management Limited had 39 full-time employees, comprising building managers, assistant managers and community ambassadors. These new managers have undergone induction and training so that they know what it is that we expect from them.

 

Their principal objective is to develop relationships within their local community, including the associated universities and, most importantly, our customers, both existing and prospective. As the principal customer interface, our site management teams are able to use the marketing and management tools at their disposal to encourage re-booking from existing customers and drive new bookings from prospective customers, with a view to achieving full occupancy on a site-by-site basis or across a particular city. They provide general oversight and reporting on the performance of outsourced providers with regards to marketing, booking, site accounting, facilities management, housekeeping and security.

 

Direct employment of site management has meant quicker decision making, consistency of approach, higher accountability and innovation from the onsite teams. Those employees with the right aptitude will have the opportunity to develop their careers within the Group, with the ability to progress from the management of one building to responsibility for an entire city portfolio, and so on eventually to a corporate level.

 

Not only does the Group benefit from increasingly consistent levels of customer service but the direct employment of managerial staff reduces costs as management fees paid to third parties decrease. While we are still in the early stages of this initiative, this is likely to have a positive impact on the Group's net operating income going forward.

 

Maintenance

Our facilities management is supported by Incentive FM, a specialist facilities management provider with an existing national network. Incentive FM will provide a comprehensive facilities management solution to complete all statutory requirements, planned preventative maintenance, general repairs and maintenance, utilities procurement and invoice management, site security and housekeeping. Incentive FM has the technical backend systems to provide clear and consistent reporting, both technical, to the building management teams, and monthly cost accounting, to Empiric's accounting team on behalf of Hello Student.

 

There are also cost and operational advantages, as working with Incentive FM gives us national buying power and a single point of programming and planning. Again, we expect this to have a positive impact on the Group's Net Operating Income going forward.

 

The culmination of the roll-out of Hello Student will deliver a premium brand experience across Empiric's entire portfolio coupled with greater

 

operational efficiencies.

 

Paul Hadaway

Chief Executive Officer

 

14 September 2016

 

Chief Financial Officer's Review

The financial results for the Group reflect another year of solid investment and growth.

Accounting Policies

The Group's annual consolidated financial statements have been prepared in accordance with IFRS.

 

Financial Results

The financial results for the Group for the year ended 30 June 2016 reflect another period of solid investment and growth, building our portfolio of purpose-built student accommodation assets. We have also invested in launching our operating platform, with a view to bringing the marketing, management and maintenance of the operating portfolio within our control.

 

The operating profit for the Group for the year to 30 June 2016 under IFRS was £30.0 million (2015: £12.6 million), the biggest contribution coming from the gain of £21.7 million, net of property acquisition costs, recognised on revaluing each property within the Group's property portfolio at the year-end (2015: £11.3 million). The operating profits have also benefitted from the rental income derived from the standing assets in the Portfolio, which operated on a fully let basis1 and produced rental income of £21.6 million in the period (2015: £8.3 million).

 

The Group's share of results from joint ventures in the period was £1.8 million, which primarily related to uplift in fair values of its properties (2015: £2.8 million). Administrative and other expenses, which include the ongoing costs of running the business, were £7.3 million equivalent to 1.4% of the value of the property portfolio as provided by CBRE, as at 30 June 2016 (2015: £4.8 million, equivalent to 1.9% of the value of the property portfolio as provided by CBRE, as at 30 June 2015).

 

Net financing costs for the period were £3.6 million net of money market investment income of £0.9 million (2015: £1.2 million and £0.2 million, respectively).

 

The profit before tax for the period was £28.1 million (2015: £14.2 million), with basic earnings per share for the period of 7.29p (7.23p on a diluted basis) (2015: 9.67p and 9.61p (diluted)).

 

No corporation tax has been charged in the period because of the Group's fulfilment of all of its obligations as a REIT including its policy of distributing at least 90% of its property related net income.

 

The NAV per share as at 30 June 2016 was 105.4p prior to adjusting for the fourth interim dividend of 1.5p per share (2015: 103.2p, prior to adjusting for the fourth interim dividend of 1p per share) and is shown net of all property acquisition costs and dividends paid during the year.

 

Asset Valuation

The Group's Portfolio has been independently valued by CBRE in accordance the Red Book. As at 30 June 2016, the aggregate market values of each property in our Portfolio was £523.9 million (excluding the joint venture interests not currently owned by the Group) (2015: £251.3 million).

 

In relation to the valuation of the properties in our portfolio at 30 June 2016, CBRE has highlighted a lack of transactional evidence in the aftermath of the EU referendum to gauge the impact of the result on values at that date (see Note 13 on page 101 of the Annual Report for more details).

 

Further details on the portfolio and valuation are set out in the Chief Investment Officer's Portfolio Review on pages 25 to 28 (inclusive) of the Annual Report.

 

Dividends

For the period ended 30 June 2016, the Company declared four interim dividends amounting, in aggregate, to 6.0p per share (of which 1.5p per share was declared on 26 July 2016) (2015: 4.0p per share including 1p per share declared after the period end), which achieves the target set last year of a 6% dividend yield based on the IPO price of 100 pence per share.

 

Of these dividends, 1.45p per share was declared as PIDs in respect of the Group's tax exempt property rental business and 4.55p per share was declared as ordinary UK dividends (2015: 2.32p per share and 1.68p per share, respectively).

 

The Group's adjusted basic EPRA earnings per share for the year was 1.89p (2015: 0.13p). The adjusted earnings per share figure takes the EPRA earnings per share for the year and adds the licence fee on forward funded developments that has not been recognised in the Statement of Comprehensive Income.  We see this as a more relevant measure when assessing dividend distributions.

 

The Company is targeting an annualised dividend of 6.1p per share for the financial period commencing 1 July 2016, provided that the Company can continue to implement successfully its investment policy. This reflects the prior year dividend of 6p per share with an adjustment broadly in line with our dividend growth target of not less than RPI.  The Directors anticipate that the dividend for the quarter beginning 1 January 2017 and going forward will be substantially, if not fully, covered by adjusted earnings per share.

 

Accounting Reference Date

Following consideration of the Group's activities, in particular the focus of operational and development activity around the start of an academic year in September, the Board has concluded that it would be appropriate to change the accounting reference date of the Company from 30 June to 31 December, and intends to do so with effect from the period commencing 1 July 2016. Therefore, the next audited statutory accounts will be prepared and published for the six month period ending 31 December 2016.

 

Financing

In October 2014, the Company launched a share issuance programme enabling it to issue up to 300 million shares until 29 October 2015 (the "Share Issuance Programme").  In July and October 2015, the Company raised a total of £161.4 million in gross equity in two tranches under the Share Issuance Programme.

 

In March 2016, the Company launched a second share issuance programme enabling it to issue up to 165 million shares valid until 28 February 2017 (the "Second Share Issuance Programme"). The first tranche of the Second Share Issuance Programme, which closed on 16 March 2016, was significantly oversubscribed with the Company increasing the gross equity raised from an initial target of £90 million to £125 million.

 

As at 30 June 2016, the Company had raised during the year, in aggregate, gross equity proceeds of £286.4 million, with all three fundraisings priced at a premium to NAV and significantly oversubscribed.

 

On 29 February 2016, the Company's wholly-owned subsidiary Empiric Investments (Two) Limited ("EITL") agreed a further fixed rate term loan facility of £40.0 million with Canada Life Investments ("Canada Life"), secured against a portfolio of forward commitment assets on their completion which were expected to occur in time for the start of the 2016/17 academic year, held as a lending group by EITL (the "Canada Life Facility B"). The Canada Life Facility B is repayable in two tranches of £20 million in March 2024 and July 2031, respectively, and has an all in rate of 3.52% which is fixed throughout the term up to a LTV ratio of 50%.

 

On 1 April 2016, the Company's wholly owned subsidiary, Empiric Investments (Four) Limited ("EIFL") agreed a fixed rate term loan facility of £80 million arranged by Cornerstone Real Estate Advisers Europe LLP, a member of the Massachusetts Mutual Financial Group (the "Cornerstone Facility"). The Cornerstone Facility is secured against a portfolio of 18 operating assets, held as a lending group by EIFL. The Cornerstone Facility is repayable 12 years from the date of the initial draw down and has an all in rate of 3.24% which is fixed throughout the term up to a LTV of 55%. An additional committed facility of up to £40 million is available to the Group, to be requested on or before 7 December 2016, subject to meeting certain conditions. Part of the Cornerstone Facility was used to refinance £37.9 million of debt repaid to Santander and Royal Bank of Scotland.

 

As at 30 June 2016, the Group had, in aggregate, £216.6 million of committed debt in place of which £155.9 million had been drawn down. The Group's aggregate LTV ratio as at 30 June 2016 was 22.7% (2015: 26.0%) and it was in full compliance with its covenants.

 

Post Balance Sheet Events

Since the period end, the Group has agreed a £32.8 million development debt facility with AIB Group (UK) PLC (a member of Allied Irish Bank) and a £30.6 million development debt facility with Royal Bank of Scotland.

 

Further, the Company has announced the acquisition of five assets which were operational and one property under development which, together, represent a further 508 beds. Details of these acquisitions are set out in Table 3 of the Chief Investment Officer's Portfolio Review.

 

Alternative Investment Fund Manager ("AIFM")

The Company continues to be authorised as a full-scope AIFM and is regulated by the Financial Conduct Authority. The Company has engaged a specialist compliance consultancy, Portman Compliance Consulting LLP, to ensure that it adheres to all of its regulatory obligations.

 

Thanks

I would like to thank our Finance Team for their hard work and dedication over this period of significant growth in the business and meeting the challenges along the way.

 

Michael Enright

Chief Financial Officer

 

14 September 2016

 

(1)   The Company budgets and models on the basis of 97.5% occupancy. Occupancy or income of the operational portfolio to this level and in excess is considered fully let.

(2)   Shareholders should note that the figures in relation to dividends set out above and elsewhere in this Annual Report are for illustrative purposes only and are not intended to be, and should not be taken as, a profit forecast or estimate.

Principal Risks and Uncertainties

The Board has overall responsibility for risk management and internal controls within the Group.

 

The Audit Committee formally reviews the effectiveness of the Company's risk management processes on behalf of the Board.

 

The Board recognises that the operation of a company is not without risk but that effective risk management is key to the success of an organisation.

 

Approach to Managing Risk

The overall risk management process is designed to identify, evaluate and mitigate (rather than eliminate) significant risks that the Group faces. Therefore, the process can only provide reasonable, rather than absolute, assurance. The Company outsources certain services to its administrator, FIM Capital Limited (the "Administrator"), and other service providers, and a certain element of reliance is placed on the Company's service providers' own systems and controls.

 

The Board undertakes formal risk reviews with the assistance of the Audit Committee in order to assess the effectiveness of the Company's risk management and internal control systems. During the course of such reviews, the Board has not identified, nor been advised of, any failings or weaknesses which it has determined to be of a material nature.

 

Principal Risks

Principal risks have the potential to affect the Group's business materially - either favourably or unfavourably. Some risks may be unknown at present, and certain risks that are currently regarded as immaterial, and therefore not included here, might well become material in the future.

 

Property Market Risk

 

Risk

Impact

Mitigation

The performance of the Group's Portfolio will depend on general property and investment market conditions.

 

There remains uncertainty in respect of the property market, in general, following the result of the EU referendum in June 2016, which could prevail until Brexit negotiations are concluded and beyond, depending on the outcome of such negotiations.

An adverse change in the Group's property valuations may lead to the Group breaching its banking covenants. Market conditions may also negatively impact on the revenues earned from the property assets, which may impact the Group's ability to make distributions to shareholders.

The Group's assets are located in multiple, prime locations, diversifying the risk of adverse changes to the Portfolio.

 

The Group continually monitors and manages its activities so as to always operate within its banking covenant limits and constantly monitors its margins. Further, with international students paying in advance, the Group maintains substantial cash balances on account.

 

The characteristics of the student property sector in recent years have demonstrated considerable robustness underpinned by a significant and beneficial supply and demand imbalance. Notwithstanding this imbalance, the Group does not overstretch annual rent increases and varies such increases according to the market backdrop of a particular area or building.

 

With EU students representing only 6% of all full-time students in the UK, and with the high number of other international students applying to study in the UK, the higher education sector in the UK is not reliant on students from the EU.

 

The ability of the Group to achieve its investment objective is dependent on both the rental income received from the properties and the appreciation in property values over time.

Rental income and property values may be adversely affected by an increased supply of student accommodation, failure to collect rents, increasing costs or any deterioration in the quality of the properties in the Portfolio.

The Group had contracted on a diversified portfolio of 75 properties as at 30 June 2016, of which 52 were already operational and managed either by the Group directly or by reputable property management companies. Therefore, the Group is not unduly exposed to any one student market nor is it reliant on only one property manager. The management of the Portfolio is overseen by the Group's Operations Director who liaises with the property managers to ensure rental income is collected on time (usually in advance at the start of an academic year), that the properties are well-maintained and the desired level of customer service is provided.

 

The Group will continue to focus exclusively on the student accommodation sector. It will, therefore, have direct reliance on the development of the higher education market in the UK, generally, or in specific regions, including any change in demand from international students.

An adverse change in the higher education market in the UK, generally, or in a specific region, could lead to a reduction in student numbers and a consequent reduction in demand for student accommodation across the UK or any such region. This, in turn, could result in reduced rental income and negatively impact the value of all, or a significant proportion of, the Group's Portfolio.

The Board constantly monitors Government policy and its impact on, and forecasts of, UK, EU and international student numbers studying in the UK. Further, the Board will pay particular attention to proposals relating to the UK's exit from the EU and how these impact the UK as a whole and specific regions, such as Scotland.

 

The Board is also careful to ensure that it acquires or develops student accommodation properties in leading university cities and towns in the UK, such as the Russell Group or high growth universities. Where the Directors perceive a weakening in a particular market (either a specific city or region), they will carefully monitor the performance of existing assets in such market and adjust operational activities, as necessary, and/or suspend any further investments into that market.

 

Further, the Directors seek to ensure that the Group's developments and, where possible, acquisitions of standing assets, are fit for alternative use such as private residential, subject to planning.

 

The Group faces competition in the student accommodation sector from a number of UK and international property investors, both existing and new, which may have access to larger financial resources and/or be targeting lower investment returns.

 

Increased competition may lead to an oversupply of rooms through overdevelopment, to prices for existing properties or land for development being inflated or to an adverse impact on rents able to be achieved.

The Group is targeting 10,000 beds across 25-30 cities and towns compared to a student population across the UK (post first year and/or international) of over 1.7 million. The Group's assets are situated in prime locations and, therefore, in times of reduced demand, these properties should be more attractive than the competition at the right price.

The Group's development activities are likely to involve a higher degree of risk than is associated with operating properties including general construction risks such as delays or health and safety problems, developments not being completed (while associated costs are still incurred) or changes in market conditions which could result in completed developments having substantial vacancies.

Any of the risks associated with the Group's development activities could reduce the value of the Group's assets.

Under the Company's current investment policy, the Company may only commit up to a maximum of 15% of its NAV to expenditure on development or forward funded projects (excluding the cost of the land or property to be developed). Since IPO, a greater proportion of the Group's development activities has been undertaken through forward funded projects rather than direct developments. Investment into forward funded projects reduces the risk to the Company as the developer takes on the construction risk and the risk of cost over-runs.

 

The Group's development activities span a range of towns and cities and there is little or no overlap in the developers acting on these projects, further reducing the impact of any delays or changes in market conditions.

 

Funding Risk

 

Risk

Impact

Mitigation

The Group's strategy anticipates the Company or certain Group companies incurring debt with interest payable based on LIBOR and it may hedge or partly hedge interest rate exposure on borrowings. However, such measures may not be sufficient to protect the Group from adverse movements in prevailing interest rates.

 

Future increases in the amount of interest payable by the Group on its borrowings would reduce the profitability of the Company.

Since IPO, the Executive Directors have been in active discussions with a number of debt providers and, to date, have secured facilities with five separate providers (including joint venture debt providers) and have agreed fixed rates or employed interest rate hedging which is in place for 100% of the variable rate debt.

 

The weighted average term to maturity of the Group's debt as at 30 June 2016 is 9.7 years.

Acquisition of properties is funded partly by borrowings. If market conditions deteriorate and, as a result, the value of the Group's assets falls, the NAV of the Group will reduce. Furthermore, the Group's borrowings contain LTV covenants.

If the Group's assets decrease in value there is a risk that its debt covenants could be breached.

The Company's investment policy provides for a prudent borrowing limit for the asset class of a maximum of 40% of the gross asset value (with a target of 35%). The Board regularly reviews property valuations and would seek to take action in advance should it look like any property used as collateral had decreased in value to the extent that there was a risk that the Group might breach any of its LTV covenants. The loan to value covenants have been negotiated to be as flexible as possible.

 

The Group may not be able to secure further debt on acceptable terms.

Without the continued availability of debt on acceptable terms, the Group may be unable to progress investment opportunities as they arise and continue to grow the Group in line with the long-term strategy.

The Executive Directors are in active discussions with a number of debt providers in order to secure future debt on acceptable terms.

 

The forward funded developments' yields on cost reduce the need for gearing to meet the dividend requirement.

 

Taxation Risk

 

Risk

Impact

Mitigation

The Company operates as a UK REIT and has a tax efficient corporate structure with advantageous consequences for UK shareholders. Any change to the Company's tax status or in UK tax legislation (or interpretation thereof) could affect the Company's ability to achieve its investment objective or provide favourable returns to shareholders.

If the Company fails to remain a REIT for UK tax purposes, its profits and gains will be subject to UK corporation tax.

The Board is ultimately responsible for ensuring adherence to the UK REIT regime and monitors the compliance reports provided by the Executive Directors on potential transactions to be undertaken, the Administrator reports on asset levels and the Company's registrar and broker on shareholdings.

 

Ernst & Young provide REIT compliance monitoring services to Empiric and the Company has also recently engaged a third party consultant, Portman Compliance Consulting LLP, to assist with compliance matters.

 

The Company has also recently hired a Head of Compliance, Edwina Davis, to provide internal compliance support.

 

Operational Risk

 

Risk

Impact

Mitigation

The Group's ability to achieve its investment objective is partially dependent on the performance of the Executive Directors which cannot be guaranteed. As a result, the Group's performance will, to a large extent, be dependent upon the ability of the Company to retain key staff through suitable incentivisation and/or recruit individuals of similar experience and calibre on a timely basis.

 

Failure by the Executive Directors to acquire and manage assets effectively could materially adversely affect the Company's profitability, the NAV and the share price. Similarly, the departure of an Executive Director and either a delay or failure in recruiting a suitable replacement could have an adverse impact on the performance of the Group.

The Executive Directors' interests are aligned with those of other shareholders with each Executive Director currently holding a meaningful interest in the shares and their long term incentivisation to be satisfied in shares.

 

The Remuneration Committee takes formal external advice on the Directors' remuneration in order to formulate a remuneration policy that incentivises the Executive Directors to achieve the goals of the Company for the benefit of the shareholders, as a whole.

The Group may not be able to let the commercial units which form part of some of the properties it owns or acquires.

A number of the Group's properties include commercial units which generate between 5%-20% (depending on each property) of the individual total rental income from such properties. If the Group was not able to lease some or all of these commercial units, it could have a material adverse effect on the Group's profitability, the NAV and the share price.

 

Under the Company's Investment Policy, commercial leases are limited to 25% of total rent receipts of any single building and 15% of the Group's total rent receipts limiting the impact of any one commercial unit. For the year to 30 June 2016, the aggregate annualised rental income from commercial leases amounted to 2.7% of the Group's gross annualised rent for its operating assets (2015: 4.4%).

The Group may not be able to maintain the occupancy rates of its properties or any other student accommodation properties it acquires

If the Group is unable to maintain attractive occupancy levels (or to maintain such levels on economically favourable terms) in relation to its properties, there may be a material adverse effect on the Group's profitability, NAV and the share price.

 

The Board carefully assesses the Group's acquisitions to ensure that the properties are well located in prime university towns and cities. The diverse portfolio of mid-sized buildings reduces the impact of reduced occupancy in any one building on the overall Portfolio and allows the Group to adjust its pricing property by property to ensure maximum occupancy levels for each property.

Construction of the Group's development projects may be subject to delays or disruptions that are outside of the Group's control.

A delay in the timely construction of the Group's assets under development could result in one or more of the development assets not being delivered in time for the start of a particular academic year with a resultant impact on occupancy and revenue.

The Group's assets under development with a third party developer, generally, benefit from a one year rental guarantee for the first year of operations which covers the event of the asset not being delivered in time for the start of the academic year. For assets being developed by the Group (directly or through its joint venture arrangement with Revcap), the Group puts in place suitable insurance cover and arrangements with the responsible contractor or sub-contractor to cover the impact of any delay.

 

Lettings on the Group's
in-house platform, Hello Student, may not reach

 

target levels.

An inability to secure lettings for properties marketed by the Group, directly, would result in occupancy levels below target and, hence, a shortfall in rental income.

 

 

The website was launched in February 2016 and all rooms marketed on it are marketed on another marketing company's website for the current letting year.

 

Investment is being made in brand awareness. The website features on several third party websites and is supported by social media.

 

The migration to Hello Student is phased and will

 

not be completed until September 2018.

 

We collect and retain information in computer systems regarding our business dealings, our customers and our suppliers.  The secure processing, maintenance and transmission of this information is critical to our business and we must comply with restrictions on the handling of sensitive information (including employee and customer information).

A major information security breach could have a significant negative impact on our reputation and could result in the loss of business critical information.  This in turn could have a negative impact on our ability to do business or result in fines or compensation, impacting on the Group's profitability.

Our networks are protected by firewalls and anti-virus protection systems with back-up procedures also in place.  The Company has retained the services of a specialist information technology consultancy to enhance controls further and optimise our systems design in order to minimise the risk of hacking.  This latter service is particularly critical to the Group as we expand our portfolio and our operational capabilities, in order to ensure that our investment into computer systems is aligned with our overall business strategy, cost effective and designed to reduce as far as possible the risk of security breaches.

Group Statement of Comprehensive lncome



Year ended 30 June 2016

£'000


 Period from 11 February 2014 to 30 June 2015

£'000

Continuing operations






Revenue

2


 21,600


8,303

Property expenses

3


(6,092)


(2,170)

Net rental income



15,508


6,133

Administrative expenses

4


(7,262)


(4,794)

Change in fair value of investment property

13


  21,724


11,284

Operating profit



29,970


12,623

Finance cost



(4,552)


(1,324)

Finance income



910


161

Net finance costs

5


(3,642)


(1,163)

Share of results from joint ventures

14


1,793


2,760

Profit before income tax



28,121


14,220

Corporation tax

7


-


-

Profit for the period



28,121


14,220







Other comprehensive income






Items that will be reclassified to statement of comprehensive income






Fair value loss on cash flow hedge



(1,237)


(206)

Total comprehensive income for the period



26,884


14,014

Earnings per share expressed in pence per share

8





Basic



7.29


9.67

Diluted



7.23


9.61

 

Group Statement of Financial Position


Notes

At 30 June 2016

£'000

At 30 June 2015

£'000

ASSETS




Non-current assets




Property, plant and equipment

11

 297

79

Intangible assets - Hello Student® Website

12

 737

-

Investment property - Operational Assets

13

 443,440

218,750

Investment property - Development Assets

13

 70,754

21,025

Investment in joint venture

14

 4,197

8,378

Derivative financial assets

19

 18

229

Total non-current assets


 519,443

248,461

Current assets




Trade and other receivables

15

 18,716

4,175

Cash and cash equivalents

16

 163,923

78,788

Total current assets


 182,639

82,963

Total assets


 702,082

331,424





LIABILITIES




Current liabilities




Trade and other payables

17

 14,974

4,055

Borrowings

18

 9,257

750

Derivative financial liability

19

 479

-

Deferred income

17

 4,418

2,377

Total current liabilities


 29,128

7,182

Non-current liabilities




Borrowings

18

 143,639

83,398

Derivative financial liability

19

 1,206

449

Total non-current liabilities


 144,845

83,847

Total liabilities


 173,973

91,029

Total net assets


528,109

240,395





Equity




Called up share capital

20

 5,013

2,329

Share premium

21

 359,958

82,280

Capital reduction reserve

22

 121,236

141,417

Retained earnings


 43,345

14,575

Cash flow hedge reserve


(1,443)

(206)

Total equity


528,109

240,395

Total equity and liabilities


702,082

331,424

NAV per share basic (pence)

9

105.35

103.21

NAV per share diluted (pence)

9

104.73

102.79

EPRA NAV per share (pence)

9

105.73

103.40

 

These financial statements were approved by the Board of Directors on 14 September 2016 and signed on its behalf by:

 

Paul Hadaway

Director

Company Statement of Financial Position


Notes

At 30 June 2016

£'000

At 30 June 2015

£'000

ASSETS




Non-current assets




Property, plant and equipment

11

 133

79

Investment in subsidiaries

31

 5,117

-

Investment in joint venture

14

 2,952

5,618

Total non-current assets


8,202

5,697

Current assets




Trade and other receivables

15

 511

404

Amounts due from Group undertakings

15

 460,845

209,191

Cash and cash equivalents

16

 143,819

58,863

Total current assets


605,175

268,458

Total assets


613,377

274,155





LIABILITIES




Current liabilities




Trade and other payables

17

 1,681

1,036

Amounts due to Group undertakings

17

 134,163

50,642

Total current liabilities


 135,844

51,678

Total net assets


477,533

222,477





Equity




Called up share capital

20

 5,013

2,329

Share premium

21

 359,958

82,280

Capital reduction reserve

22

 121,236

141,417

Retained earnings


(8,674)

(3,549)

Total equity


477,533

222,477

Total equity and liabilities


613,377

274,155

 

 

Group Statement of Changes in Equity

 


Called Up Share Capital

£'000

Share Premium

£'000

Capital Reduction Reserve

£'000

Retained Earnings

£'000

Cash Flow Hedge Reserve

£'000

Total Equity

£'000

Year ended 30 June 2016







Balance at 1 July 2015

2,329

82,280

141,417

14,575

(206)

240,395

Changes in equity







Profit for the period

-

-

-

28,121

-

28,121

Fair value loss on cash flow hedge

-

-

-

-

(1,237)

(1,237)

Total comprehensive income for the period

-

-

-

28,121

(1,237)

26,884

Issue of share capital

2,684

283,742

-

-

-

286,426

Share issue costs

-

(6,064)

-

-

-

(6,064)

Share-based payments

-

-

-

649

-

649

Dividends

-

-

(20,181)

-

-

(20,181)

Total contributions and distributions recognised directly in equity

2,684

277,678

(20,181)

649

-

260,830

Balance at 30 June 2016

5,013

359,958

121,236

43,345

(1,443)

528,109








For the period from 11 February 2014 to June 2015






Changes in equity







Profit for the period

-

-

-

14,220

-

14,220

Fair value loss on cash flow hedge

-

-

-

-

(206)

(206)

Total comprehensive income for the period

-

-

-

14,220

(206)

14,014

Issue of share capital

2,379

233,321

-

-

-

235,700

Share issue costs

-

(5,270)

-

-

-

(5,270)

Redemption of share capital at par

(50)

-

-

-

-

(50)

Share-based payments

-

-

-

355

-

355

Reduction in share premium

-

(145,771)

145,771

-

-

-

Dividends

-

-

(4,354)

-

-

(4,354)

Total contributions and distributions recognised directly in equity

2,329

82,280

141,417

355

-

226,381

Balance at 30 June 2015

2,329

82,280

141,417

14,575

(206)

240,395

 

Company Statement of Changes in Equity

 


Called Up Share Capital

£'000

Share Premium

£'000

Capital Reduction Reserve

£'000

Retained Earnings

£'000

Total Equity

£'000

Year ended 30 June 2016






 

Balance at 1 July 2015

2,329

82,280

141,417

(3,549)

222,477

 

Changes in equity






 

Loss for the period

-

-

-

(5,774)

(5,774)

 

Total comprehensive loss for the period

-

-

-

(5,774)

(5,774)

 

Issue of share capital

2,684

283,742

-

-

286,426

 

Share issue costs

-

(6,064)

-

-

(6,064)

 

Share-based payments

-

-

-

649

649

 

Dividends

-

-

(20,181)

-

(20,181)

 

Total contributions and distributions recognised directly in equity

2,684

277,678

(20,181)

649

260,830

 

Balance at 30 June 2016

5,013

359,958

121,236

(8,674)

477,533

 







 

For the period from 11 February 2014 to June 2015






 

Changes in equity






 

Loss for the period

-

-

-

(3,904)

(3,904)

 

Total comprehensive loss for the period

-

-

-

(3,904)

(3,904)

 

Issue of share capital

2,379

233,321

-

-

235,700

 

Share issue costs

-

(5,270)

-

-

(5,270)

 

Redemption of share capital at par

(50)

-

-

-

(50)

 

Share-based payments

-

-

-

355

355

 

Reduction in share premium

-

(145,771)

145,771

-

-

 

Dividends

-

-

(4,354)

-

(4,354)

 

Total contributions and distributions recognised directly in equity

2,329

82,280

141,417

355

226,381

 

Balance at 30 June 2015

2,329

82,280

141,417

(3,549)

222,477

 

 

Group Statement of Cash Flows

 



 Year Ended 30 June 2016

£'000

 Period from 11 February 2014 to 30 June 2015

£'000

Cash flows from operating activities




Profit before income tax


 28,121

 14,220

Share-based payments


 649

 355

Depreciation and amortisation


 113

 16

Finance income


(910)

(161)

Finance costs


 4,552

 1,324

Share of results from joint venture


(1,793)

(2,760)

Change in fair value of investment property


(21,724)

(11,284)



 9,008

 1,710

Increase in trade and other receivables


(14,541)

(4,175)

Increase in trade and other payables


 10,919

 3,817

Increase in deferred rental income


 2,041

 2,377



(1,581)

2,019

Net cash flows generated from operations


 7,427

3,729

Cash flows from investing activities




Purchases of tangible fixed assets


(287)

(95)

Purchases of intangible assets


(781)

-

Investments in joint ventures


(1,108)

(5,618)

Purchase of investment property


(235,999)

(209,749)

Interest received


 910

161

Net cash flows from investing activities


(237,265)

(215,301)

Cash flows from financing activities




Share issue proceeds


 286,426

235,650

Share issue costs


(6,064)

(5,270)

Dividends paid


(20,181)

(4,354)

Restricted shares issued


 -  

50

Restricted shares redeemed


 -  

(50)

Bank borrowings drawn


 99,117

66,600

Bank borrowings repaid


(37,860)

-

Loan arrangement fee paid


(2,124)

(1,194)

Finance cost (excluding fair value loss on derivatives)


(4,341)

(1,072)

Net cash flows from financing activities


314,973

290,360

Increase in cash and cash equivalents


 85,135

78,788

Cash and cash equivalents at beginning of period


 78,788

-

Cash and cash equivalents at end of period


 163,923

78,788

 

Company Statement of Cash Flows


Notes

 Year Ended 30 June 2016

£'000

 Period from 11 February 2014 to 30 June 2015

£'000

Cash flows from operating activities




Loss before income tax


(5,774)

(3,904)

Share-based payments


 649

 355

Depreciation charge


 29

 16

Finance income


(826)

(123)



(5,922)

(3,656)

Increase in trade and other receivables


(107)

(404)

Increase in trade and other payables


 645

 1,036



 538

 632

Net cash flows generated from operations


(5,384)

(3,024)

Cash flows from investing activities




Purchases of tangible fixed assets


(83)

(95)

Investments in subsidiaries


(4,952)

-

Investments in joint ventures


(1,108)

(5,618)

Payments to/on behalf of subsidiaries


(248,045)

(209,191)

Repayments from subsidiaries


 83,521

50,642

Interest received


 826

123

Net cash flows from investing activities


(169,841)

(164,139)

Cash flows from financing activities




Share issue proceeds


286,426

235,650

Share issue costs


(6,064)

(5,270)

Dividends paid


(20,181)

(4,354)

Restricted shares issued


-

50

Restricted shares redeemed


-

(50)

Net cash flows from financing activities


260,181

226,026

Increase in cash and cash equivalents


84,956

58,863

Cash and cash equivalents at beginning of period


58,863

-

Cash and cash equivalents at end of period


143,819

58,863

 

Notes to the Financial Statements

1.         Accounting Policies

1.1        Trading Period

The consolidated financial statements of the Group reporting period is from 1 July 2015 to 30 June 2016.

 

1.2        Basis of Preparation

The consolidated financial statements of the Group for the period to 30 June 2016 comprise the Company and its subsidiaries, together referred to as the Group. These financial statements have been prepared on a going concern basis and in accordance with IFRS as issued by the International Accounting Standards Board ("IASB") as adopted by the European Union.

 

The Group's financial statements have been prepared on a historical cost basis, except for investment property and derivative financial instruments which have been measured at fair value. The consolidated financial statements are presented in Sterling which is also the Company's functional currency.

 

The Company has applied the exemption allowed under section 408(1b) of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements. The Group profit for the year includes a loss after taxation of £5.77 million (2015: £3.90 million) for the Company, which is dealt with in the financial statements of the Parent Company.

 

The financial information does not constitute the Group's statutory accounts for the year ended 30 June 2016 or the period from 11 February 2014 to 30 June 2015 but is derived from those accounts. The Group's statutory accounts for the period from 11 February 2014 to 30 June 2015 have been delivered to the Registrar of Companies.   The Group's statutory accounts for the year ended 30 June 2016 will be delivered to the Registrar of Companies in due course. The Auditor has reported on both the 2015 and 2016 accounts; the reports were unqualified, did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and did not contain any statement under Section 498 of the Companies Act 2006.

 

1.3        Going Concern

The consolidated financial statements have been prepared on a going concern basis.

 

1.4        Significant Accounting Judgements, Estimates and Assumptions

The preparation of the Group's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

 

Judgements

In the process of applying the Group's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the consolidated financial statements:

 

(a) Fair Valuation of Investment Property

The market value of investment property is determined, by an independent external real estate valuation expert, to be the estimated amount for which a property should exchange on the date of the valuation in an arm's length transaction. Properties have been valued on an individual basis. The valuation experts use recognised valuation techniques and the principles of IFRS 13.

 

The valuations have been prepared in accordance with the Red Book. Factors reflected include current market conditions, annual rentals, lease lengths, and location. The significant methods and assumptions used by valuers in estimating the fair value of investment property are set out in Note 13.

 

For properties under development the fair value is calculated by estimating the fair value of the completed property using the income capitalisation technique less estimated costs to completion and an appropriate developer's margin.

 

(b) Business Combinations

The Group acquires subsidiaries that own investment properties. At the time of acquisition, the Group considers whether each acquisition represents the acquisition of a business or the acquisition of an asset. The Group accounts for an acquisition as a business combination where an integrated set of activities is acquired in addition to the property.

 

Where such acquisitions are not judged to be the acquisition of a business, they are not treated as business combinations, rather, the cost to acquire the corporate equity is allocated between the identifiable assets and liabilities of the entity based upon their relative fair values at the acquisition date. Accordingly, no goodwill or additional deferred tax arises.

 

(c) Fair Valuation of Interest Derivatives

In accordance with IAS 39, the Group values its interest's rate derivatives at fair value. The fair values are estimated by the JCRA with revaluation occurring on a six-monthly basis. The financial valuation expert will use a number of assumptions in determining the fair values including estimations of future interest rates and therefore future cash flows. The fair value represents the net present value of the difference between the cash flows produced by the contracted rate and the valuation rate.

 

(d) Operating Lease Contracts - the Group as Lessor

The Group has acquired investment properties which have commercial property leases in place with tenants. The Group has determined, based on an evaluation of the terms and conditions of the arrangements, particularly the duration of the lease terms and minimum lease payments, that it retains all the significant risks and rewards of ownership of these properties and so accounts for the leases as operating leases.

 

Summary of Significant Accounting Policies

Basis of Consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 30 June 2016. Subsidiaries are those investee entities where control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

 

Specifically, the Group controls an investee if, and only if, it has:

 

(a)        power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

(b)        exposure, or rights, to variable returns from its involvement with the investee; and

(c)        the ability to use its power over the investee to affect its returns.

 

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

 

(a)         the contractual arrangement with the other vote holders of the investee;

(b)         rights arising from other contractual arrangements; and

(c)         the Group's voting rights and potential voting rights.

 

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.

 

The financial statements of the subsidiaries is prepared for the same reporting period as the Parent Company, using consistent accounting policies. All intra-Group balances, transactions and unrealised gains and losses resulting from intra-Group transactions are eliminated in full.

 

Segmental Information

The Directors are of the opinion that the Group is engaged in a single segment business, being the investment in the UK in student and commercial lettings.

 

Property, Plant and Equipment

All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure which is directly attributable to the acquisition of the asset.

 

Depreciation has been charged to the Consolidated Statement of Comprehensive Income on the following basis:

 

Fixtures and fittings - 15% reducing balance;

Computer equipment - straight-line basis over three years.

 

Intangible Assets

Intangible assets are initially recognised at cost and then subsequently carried at cost less accumulated amortisation and impairment losses.

 

Amortisation has been charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over ten years for website development costs.

 

Investment Property

Investment property comprises property that is held to earn rentals or for capital appreciation, or both, and property under development rather than for sale in the ordinary course of business or for use in production or administrative functions.

 

Investment property is measured initially at cost including transaction costs and is included in the financial statements on unconditional exchange. Transaction costs include transfer taxes, professional fees and initial leasing commissions to bring the property to the condition necessary for it to be capable of operating.

 

Subsequent to initial recognition, investment property is stated at fair value. Gains or losses arising from changes in the fair values are included in the Consolidated Statement of Comprehensive Income in the period in which they arise.

 

Investment property is derecognised when it has been disposed of, or permanently withdrawn from use, and no future economic benefit is expected from its disposal. The investment property is derecognised upon unconditional exchange. The difference between the net disposal proceeds and the carrying amount of the asset would result in either gains or losses at the retirement or disposal of investment property. Any gains or losses are recognised in the Consolidated Statement of Comprehensive Income in the period of retirement or disposal.

 

Joint Ventures

The Group is party to a joint arrangement when there is a contractual arrangement that confers joint control over the relevant activities of the arrangement to the Group and at least one other party. Joint control is assessed under the same principles as control over subsidiaries.

 

The group classifies its interests in joint arrangements as either:

 

Joint ventures: where the Group has rights to only the net assets of the joint arrangement

Joint operations: where the Group has both the rights to assets and obligations for the liabilities of the joint arrangement.

 

In assessing the classification of interests in joint arrangements, the Group considers:

 

The structure of the joint arrangement

The legal form of joint arrangements structured through a separate vehicle

The contractual terms of the joint arrangement agreement

Any other facts and circumstances (including any other contractual arrangements).

 

Joint ventures are initially recognised in the Consolidated Statement of Financial Position at cost and are subsequently accounted for using the equity method, where the Group's share of post-acquisition profits and losses and other comprehensive income is recognised in the Consolidated Statement of Comprehensive Income (except for losses in excess of the Group's investment in the joint venture unless there is an obligation to make good those losses).

 

Profits and losses arising on transactions between the Group and its joint venture are recognised only to the extent of unrelated investors' interests in the joint venture. The investor's share in the joint venture's profits and losses resulting from these transactions is eliminated against the carrying value of the joint venture.

 

Any premium paid for an investment in a joint venture above the fair value of the Group's share of the identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the carrying amount of the investment in joint venture. Where there is objective evidence that the investment in a joint venture has been impaired the carrying amount of the investment is tested for impairment in the same way as other non-financial assets.

 

The Group accounts for its interests in joint operations by recognising its share of assets, liabilities, revenues and expenses in accordance with its contractually conferred rights and obligations.

 

Rent and Other Receivables

Rent and other receivables are recognised at their original invoiced value net of VAT. A provision is made when there is objective evidence that the Group will not be able to recover balances in full.

 

Financial Assets

The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The Group has not classified any of its financial assets as held to maturity.

 

The Group's accounting policy for each category is as follows:

 

Loans and Receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market.

 

They arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently impaired if there is doubt over recovery.

 

The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents in the Consolidated Statement of Financial Position.

 

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less from inception.

 

Financial Liabilities

The Group's financial liabilities comprise mainly trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

 

Forward Funded Arrangements

Under the terms of certain funding agreements, the Group commits to pay the total fixed price construction cost to the developer upon entering into the agreement. As construction costs are incurred, funds are released subject to the authorisation of the Group's subsidiary that has contracted the development, along with the appropriate monitoring surveyor certification.

 

Licence Fees Receivable

During the period between initial investment in a forward funded agreement and the practical completion date, the Group typically earns licence fee income. This is payable by the developer to the Group once the development is complete. Under IFRS, such licence fees are deducted from the cost of the investment and are shown as a receivable until settled. Any economic benefit of the licence fee is reflected within the Group Statement of Comprehensive Income as a movement in the fair value of investment property.

 

Rental Income

The Group is the lessor in operating leases. Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease terms and is included in gross rental income in the Consolidated Statement of Comprehensive Income due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are recognised as an expense over the lease term on the same basis as the lease income.

 

Tenant lease incentives are recognised as a reduction of rental revenue on a straight-line basis over the term of the lease. The lease term is the non-cancellable period of the lease together with any further term for which the tenant has the option to continue the lease, where, at the inception of the lease, the Directors are reasonably certain that the tenant will exercise that option.

 

Amounts received from tenants to terminate leases or to compensate for dilapidations are recognised in the Consolidated Statement of Comprehensive Income when the right to receive them arises.

 

Hedge Accounting

The Group's activities expose it to the financial risks of changes in interest rates.

 

The use of financial derivatives (interest rate swaps and caps) is approved by the Board of Directors and is consistent with the Group's risk management strategy.

 

Derivative financial instruments are initially measured at fair value on the contract date and are subsequently remeasured to fair value at each reporting date. Any difference between the transaction price and the initial fair value is recognised immediately in the Group Statement of Comprehensive Income. The Group designates certain derivatives as hedges of the changes of fair value of recognised assets and liabilities ("cash flow hedges"). Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, no longer qualifies for hedge accounting or the Group chooses to end the hedging relationship.

 

Cash Flow Hedge

The Group has used a derivative instrument to convert its floating rate debt to a fixed rate in order to hedge the interest rate risk.

 

The Group designated this as a hedging instrument in the cash flow hedge at inception. Changes in fair value of the hedging instrument are recognised in other comprehensive income to the extent that they represent an effective hedge, otherwise fair value changes are recognised as financial costs in the Group Statement of Comprehensive Income.

 

Operating leases

Rentals paid under operating leases are charged to the Group Statement of Consolidated Income on a straight-line basis over the period of the lease.

 

Taxation

Taxation on the profit and loss for the period not exempt under UK REIT regulations comprises current and deferred tax. Taxation is recognised in the Group Statement of Comprehensive Income except to the extent that it relates to items recognised as direct movement in equity, in which case it is also recognised as a direct movement in equity.

 

Current tax is expected tax payable on any non-REIT taxable income using tax rates enacted during the period.

Share Based Payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Group Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied.

 

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the Group Statement of Comprehensive Income over the remaining vesting period. National Insurance obligations with respect to equity-settled share based payments awards are accrued over the vesting period.

 

Share Capital

Ordinary shares are classified as equity. External costs directly attributable to the issuance of shares are recognised as a deduction from equity.

 

1.5 Standards Issued but not yet Effective

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

 

IFRS 9: Financial Instruments (effective 1 January 2018 subject to EU endorsement)

IFRS 15: Revenue from Contracts with Customers (effective 1 January 2018 subject to EU endorsement)

IFRA 16: Leases (effective 1 January 2019)

 

The Directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the Group's financial statements in the period of initial application, other than on presentation and disclosure.

 

2.         Revenue

 


Group


Year Ended 30 June 2016

£'000

Period from 11 February 2014 to 30 June 2015

£'000

Student rental income

 20,616

7,588

Commercial rental income

 723

380

Rental income

 21,339

7,968

Development services

 261

335

Total revenue

21,600

8,303

 

3.         Property Expenses

 

Group


Year Ended 30 June 2016

£'000

Period from 11 February 2014 to 30 June 2015

£'000

Direct site costs

2,782

771

Technology services

332

715

Site office and utilities

1,873

326

Cleaning and service contracts

615

182

Repairs and maintenance

490

176

Total property expenses

6,092

2,170

 

Of the above £2,782,000 (2015: £771,000) of direct site costs, £260,000 (2015: £231,000) relates to cost of providing
development services.

 

4.         Administrative Expenses

 


Group


Year Ended 30 June 2016

£'000

Period from 11 February 2014 to 30 June 2015

£'000

Salaries and Directors' remuneration

 3,321

2,248

Legal and professional fees

 1,470

993

Other administrative costs

 1,248

981

Irrecoverable VAT

 469

430


6,508

4,652

Auditor's fees



Fees payable for the audit of the Group's annual accounts

 160

87

Fees payable for the review of the Group's interim accounts

 53

25

Fees payable for the audit of the Group's initial accounts

 -  

9

Fees payable for the audit of the Group's subsidiaries

 35

21

Total Auditor's fees

248

142







Abortive acquisition costs

271

-

Non-capitalised Hello Student Website Development

235

-

Total administrative expenses

7,262

4,794

 

 

The Auditor has also received £164,000 in respect of providing reporting accountant services in relation to share offerings
in the year (2015: £272,000). These fees have been treated as share issue expenses and offset against the share
premium account.

 

5.         Net Finance Cost

 


Group


Year Ended 30 June 2016

£'000

Period from 11 February 2014 to 30 June 2015

£'000

Finance cost



Fair value loss on interest rate cap

211

9

Interest expense on bank borrowings

3,986

972

Amortisation of loan transaction costs

355

100

Fair value loss on inception of interest rate swap

-

243


4,552

1,324

Finance income



Interest received on bank deposits

910

161

Net finance costs

3,642

1,163

 

6.         Employees and Directors

 


Group


Year Ended 30 June 2016

£'000

Period from 11 February 2014 to 30 June 2015

£'000

Total wages and salaries

 1,606

1,126

Less: capitalised salary costs

(258)

-

Pension costs

 179

102

Cash bonus

 601

450

Share-based payments

 691

355

National Insurance

 502

214


3,321

2,247




The average monthly number of employees of the Group during the period was as follows:


Management

3

3

Administration - ESP

14

7

Administration - Hello Student®

20

-


37

10




Directors' remuneration

Year Ended 30 June 2016

£'000

Period from 11 February 2014 to 30 June 2015

£'000

Salaries and fees

 1,110

873

Pension costs

 137

102

Cash bonus

 601

450

Share-based payments

 691

355


2,539

1,780

 

 

£258,000 of wages and salaries are directly related to the costs necessary to develop the Hello Student® website and related applications and have therefore been capitalised within Intangible Assets.

 

A summary of the Directors' emoluments, including the disclosures required by the Companies Act 2006 is set out in the Directors' Remuneration Report on pages 67 to 72 of the Annual Report.

 

7.         Corporation Tax

The Group became a REIT on 1 July 2014 and as a result does not pay UK corporation tax on its profits and gains from its qualifying property rental business in the UK provided it meets certain conditions. Non-qualifying profits and gains of the Group continue to be subject to corporation tax as normal. In order to achieve and retain REIT status, several conditions have to be met on entry to the regime and on an ongoing basis, including:

 

i)  at the start of each accounting period, the assets of the property rental business (plus any cash and certain readily realisable investments) must be at least 75% of the total value of the Group's assets;

ii) at least 75% of the Group's total profits must arise from the tax exempt property rental business;

iii) at least 90% of the tax exempt profit of the property rental business (excluding gains) of the accounting period must be distributed.

 

In addition, full exemption on profits of the property rental business will not be available if the profit: financing cost ratio in respect of the property rental business is less than 1.25.

 

The Group met all of the relevant REIT conditions for the year ended 30 June 2016.

 

The Directors intend that the Group should continue as a REIT for the foreseeable future, with the result that deferred tax is no longer recognised on temporary differences relating to the property rental business.

 


Group


 Year ended 30 June 2016

£'000

Period from 11 February 2014 to 30 June 2015

£'000

Current tax



Income tax charge/(credit) for the period

-

-

Adjustment in respect of prior period

-

-

Total current income tax charge/(credit) in the income statement

-

-

Deferred tax



Total deferred income tax charge/(credit) in the income statement

-

-

Total current income tax charge/(credit) in the income statement

-

-

 

The tax assessed for the period is lower than the standard rate of corporation tax in the period.

 


Group


 Year ended 30 June 2016

£'000

Period from 11 February 2014 to 30 June 2015

£'000

Profit for the period

28,121

14,220

Profit before tax multiplied by the rate of corporation tax in the UK of 20.00% (June 2015: 20.75%)

5,624

2,951

Exempt property rental profits in the period

(1,332)

(694)

Exempt property revaluations in the period

(4,454)

(2,914)

Effects of:



Non-allowable expenses

-

105

Residual property revaluations in the year

110

-

Unutilised current period tax losses

52

552

Total current income tax charge/(credit) in the income statement

-

-

 

A deferred tax asset in respect of the tax losses generated by the residual (non-tax exempt) business of the Group of £52,000 (2015: £552,000) will be recognised to the extent that their utilisation is probable. On the basis that the residual business is not expected to be income generating in future periods, a deferred tax asset has not been recognised in respect of such losses.

 

8.         Earnings Per Share

Basic earnings per share is calculated by dividing the earnings attributable to Ordinary Shareholders by the weighted average number of Ordinary Shares outstanding during the period.

 

Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential Ordinary Shares.

 

Reconciliations are set out below:

 


Calculation of Basic

EPS

Calculation of Diluted

EPS

Calculation of EPRA Basic

EPS

Calculation of EPRA Adjusted

EPS

Basic

Calculation of EPRA Diluted EPS

Year to 30 June 2016






Earnings (£'000)

 28,121

 28,121

 28,121

 28,121

 28,121

Adjustment to include licence fee receivable on forward funded developments in the year (£'000)

-

-

-

2,140

-

Adjustments to remove:






Changes in fair value of investment properties (note 13) (£'000)

-

-

(21,724)

(21,724)

(21,724)

Changes in fair value of share in joint venture investment

-

-

(1,450)

(1,450)

(1,450)

Changes in fair value of interest rate derivatives (note 19) (£'000)

-

-

 211

 211

 211

Earnings/Adjusted earnings (£'000)

 28,121

 28,121

 5,158

7,298

5,158

Weighted average number of shares ('000)

 385,889

 385,889

 385,889

 385,889

 385,889

Adjustment for employee share options ('000)

-

 2,957

-

-

 2,957

Total number shares ('000)

 385,889

 388,846

 385,889

 385,889

 388,846

Per-share amount (pence)

7.29

7.23

1.34

1.89

1.33







Period from 11 February 2014 to 30 June 2015






Earnings (£'000)

14,220

14,220

14,220

14,220

14,220

Adjustment to include licence fee receivable on forward funded developments in the period (£'000)

-

-

-

-

-

Adjustments to remove:






Changes in fair value of investment properties (note 13) (£'000)

-

-

(11,284)

(11,284)

(11,284)

Changes in fair value of share in joint venture investment

-

-

(2,750)

(2,750)

(2,750)

Changes in fair value of interest rate derivatives (note 19) (£'000)

-

-

 9

 9

 9

Earnings/Adjusted earnings (£'000)

14,220

14,220

195

195

195

Weighted average number of shares ('000)

146,996

146,996

146,996

146,996

146,996

Adjustment for employee share options ('000)

-

938

-

-

938

Total number shares ('000)

146,996

147,934

146,996

146,996

147,934

Per-share amount (pence)

9.67

9.61

0.13

0.13

0.13

 

The ordinary number of shares is based on the time weighted average number of shares throughout the period.

 

EPRA EPS, reported on the basis recommended for real estate companies by EPRA, is a key measure of the Group's operating results.

 

EPRA adjusted earnings is a performance measure used by the Board to assess the Group's dividend payments. Licence fees receivable during the period are added to earnings on the basis noted below.

 

The adjustment for licence fee receivable is calculated by reference to the fraction of the total period of completed construction during the period, multiplied by the total licence fee receivable on a given forward funded asset.

 

The licence fee adjustment above differs to note 13 by £594,000 as it includes the licence fee deducted in respect of the final payment on completion of the development of St Peter Street.

 

9.         Net Asset Value per Share (NAV)

Basic NAV per share is calculated by dividing net assets in the 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.

 

Diluted NAV per share is calculated using the number of shares adjusted to assume the conversion of all dilutive potential Ordinary Shares.

 

NAVs have been calculated as follows:

 


Group


 30 June 2016

£'000

30 June 2015

£'000

Net assets per Statement of Financial Position

 528,109

1,905

 240,395

458

Adjustment to exclude the fair value loss on financial instruments

EPRA NAV

 530,014

 240,853




Ordinary Shares

Number

Number

Issued share capital

501,279,071

232,926,830

Issued share capital plus employee options

504,236,462

233,864,330





Pence

Pence

NAV per share basic

 105.35

103.21

NAV per share diluted

 104.73

102.79

EPRA NAV per share basic

 105.73

 103.40

EPRA NAV per share diluted

 105.11

 102.99

 

10.        Dividends Paid

 


Group and Company


Year Ended 30 June 2016

£'000

Period 11 February 2014 to 30 June 2015

£'000

Interim dividend in respect of period ended 31 December 2014 at 1.5p per Ordinary Share

-

1,275

Interim dividend in respect of period ended 31 December 2014 at 0.5p per Ordinary Share

-

750

Interim dividend in respect of period ended 31 March 2015 at 1.0p per Ordinary Share

-

2,329

Interim dividend in respect of period ended 30 June 2015 at 1.0p per Ordinary Share

2,329


Interim dividend of 1.5p per Ordinary Share in respect of the quarter ended 30 September 2015

4,558

-

Interim dividend of 1.5p per Ordinary Share in respect of the quarter ended 31 December 2015

5,775

-

Interim dividend of 1.5p per Ordinary Share in respect of the quarter ended 31 March 2016

7,519

-


20,181

4,354

 

On 26 July 2016, the Company announced the declaration of a final interim dividend in respect of the financial year ended 30 June 2016, of 1.5 pence per Ordinary Share amounting to £7.5 million, which was paid on 17 August 2016 to Ordinary Shareholders.

 

11.        Property, Plant and Equipment


Group

Company

Year Ended 30 June 2016

Fixtures and Fittings

£'000

Computer Equipment

£'000

Total

£'000

Fixtures and Fittings

£'000

Computer Equipment

£'000

Total

£'000

Costs







As at 1 July 2015

75

20

95

75

20

95

Additions

167

120

287

19

64

83

As at 30 June 2016

242

140

382

94

84

178

Depreciation







As at 1 July 2015

11

5

16

11

5

16

Charge for the period

43

26

69

18

11

29

As at 30 June 2016

54

31

85

29

16

45

Net book value as at 30 June 2016

188

109

297

65

68

133

 

 


Group

Company

Period from 11 February 2014 to 30 June 2015

Fixtures and Fittings

£'000

Computer Equipment

£'000

Total

£'000

Fixtures and Fittings

£'000

Computer Equipment

£'000

Total

£'000

Costs







As at 11 February 2014

-

-

-

-

-

-

Additions

75

20

95

75

20

95

As at 30 June 2015

75

20

95

75

20

95

Depreciation







As at 11 February 2014

-

-

-

-

-

-

Charge for the period

11

5

16

11

5

16

As at 30 June 2015

11

5

16

11

5

16

Net book value as at 30 June 2015

64

15

79

64

15

79

 

12.        Intangible Assets


Group

Year ended 30 June 2016

Hello Student® Website Development

£'000

Total

£'000

Costs



As at 1 July 2015

 -  

 -  

Additions

 781

 781

As at 30 June 2016

 781

 781

Depreciation



As at 1 July 2015

 -  

 -  

Charge for the period

 44

 44

As at 30 June 2016

 44

 44

Net book value as at 30 June 2016

 737

 737

 

13.        Investment Property


Group

Year Ended 30 June 2016

Investment Properties Freehold

£'000

Investment Properties Long Leasehold

£'000

Total Operational Assets

£'000

Properties Under Development

£'000

Total Investment Property £'000

As at 1 July 2015

 193,375

 25,375

 218,750

21,025

 239,775

Property additions

 131,258

 48,352

 179,610

73,085

 252,695

Transfer of completed developments

 33,869

-

 33,869

(33,869)

 -  

Change in fair value during the year

 9,758

 1,453

 11,211

10,513

 21,724

As at 30 June 2016

 368,260

 75,180

 443,440

70,754

 514,194








Group

Period from 11 February 2014 to 30 June 2015

Investment Properties Freehold

£'000

Investment Properties Long Leasehold

£'000

Total Operational Assets

£'000

Properties Under Development

£'000

Total Investment Property

£'000

As at 11 February 2014

-

-

-

-

-

Property additions

 185,370

 24,310

 209,680

 18,811

 228,491

Change in fair value during the period

 8,005

 1,065

 9,070

2,214

 11,284

As at 30 June 2015

 193,375

 25,375

 218,750

21,025

 239,775

 

 

During the year £1,500,000 (2015: nil) of additions related to expenditure incurred subsequent to the intial purchase of operational assets. 

 

In accordance with IAS 40, the carrying value of investment property is the fair value as determined by independent external valuers. This valuation has been conducted by CBRE Limited, as external valuers, and has been prepared as at 30 June 2016, in accordance with the Appraisal & Valuation Standards of the Royal Institution of Chartered Surveyors ("RICS"), on the basis of market value.  Properties have been valued on an individual basis. This value has been incorporated into the financial statements.

 

The valuation of all property assets uses market evidence and also includes assumptions regarding income expectations and yields that investors would expect to achieve on those assets over time. Many external economic and market factors, such as interest rate expectations, bond yields, the availability and cost of finance and the relative attraction of property against other asset classes, could lead to a reappraisal of the assumptions used to arrive at current valuations. In adverse conditions, this reappraisal can lead to a reduction in property values and a loss in NAV.

 

Whilst the outcome of the UK Referendum vote on 23 June 2016 has created a period of uncertainty in relation to many factors that impact the property investment and letting markets, its timing was such that it has not been possible for the valuers to gauge its impact on values at 30 June 2016 by reference to transactions in the market. Consequently, CBRE has advised that the probability that the valuation would exactly coincide with the price achieved, were there to be a sale, has reduced. This situation is likely to remain until the number and consistency of comparable transactions in the market increases, particularly in the UK. Having consulted with CBRE subsequent to the period end, the Directors believe it is appropriate to adopt the valuations when preparing these financial statements.

 

The table below reconciles between the fair value of the Investment Property per the Group Group Statement of Financial Position and Investment Property per the independent valuation performed in respect of each period end.

 


Group


As at 30 June 2016

£'000

As at 30 June 2015

£'000

Value per independent valuation report

 523,890

 251,275

Less:



Investment in Joint Ventures

(8,150)

(11,500)


515,740

239,775

Less:



Licence fee receivable

(1,546)

-

Fair value per Group Statement of Financial Position

 514,194

 239,775

 

Fair Value Hierarchy

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

 

Date of Valuation 30 June 2016

Total

£'000

Quoted Prices in Active Markets (Level 1)

£'000

Significant Observable Inputs (Level 2)

£'000

Significant Unobservable Inputs (Level 3)

£'000

Assets measured at fair value:





Student properties

492,624

-

-

492,624

Commercial properties

21,570

-

-

21,570

As at 30 June 2016

514,194

-

-

514,194






Date of Valuation 30 June 2015

Total

£'000

Quoted Prices in Active Markets (Level 1)

£'000

Significant Observable Inputs (Level 2)

£'000

Significant Unobservable Inputs (Level 3)

£'000

Assets measured at fair value:





Student properties

229,220

-

-

 229,220

Commercial properties

10,555

-

-

 10,555

As at 30 June 2015

239,775

-

-

 239,775

 

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

 

The valuations have been prepared on the basis of market value which is defined in the RICS Valuation Standards, as:

 

"The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion."

 

Market value as defined in the RICS Valuation Standards is the equivalent of fair value under IFRS.

 

The following descriptions and definitions relate to valuation techniques and key unobservable inputs made in determining fair values. The valuation techniques for student properties use a discounted cash flow with the following inputs:

 

(a) Unobservable input: rental income

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

    Range £93 per week - £329 per week (2015: £98 - £325 per week).

(b) Unobservable input: rental growth

    The estimated average increase in rent based on both market estimations and contractual arrangements.

    Assumed growth of 2.78% used in valuations (2015: 3.00%).

(c) Unobservable input: Net Initial Yield ("NIY")

    The NIY is defined as the initial gross income as a percentage of the market value (or purchase price as appropriate) plus standard costs of purchase.

    Range: 5.00% - 6.35% (2015: 5.75%-6.75%).

(d) Unobservable input: physical condition of the property

(e) Unobservable input: planning consent

    No planning enquiries undertaken for any of the development properties.

(f) Sensitivities of measurement of significant unobservable inputs

    As set out in the significant accounting estimates and judgements the Group's portfolio valuation is open to judgements and is inherently subjective by nature.

 

As a result the following sensitivity analysis has been prepared by the valuer:

 

As at 30 June 2016

-3% Change in Rental Income

£'000

+3% Change in Rental Income

£'000

-0.25% Change in Yield

£'000

+0.25% Change in Yield

£'000

(Decrease) / increase in the fair value of investment properties

(22,200)

22,770

25,430

(22,710)

 

 

As at 30 June 2015

-3% Change in Rental Income

£'000

+3% Change in Rental Income

£'000

-0.25%

Change in Yield

£'000

+0.25%

Change in Yield

£'000

(Decrease) / increase in the fair value of investment properties

(7,930)

7,930

11,205

(10,300)

 

 

(g)        The key assumptions for the commercial properties are net initial yield, current rent and rental growth. A movement of 3% in passing rent and 0.25% in the net initial yield will not have a material impact on the financial statements.

 

14.        Joint Ventures

Brunswick - Southampton

In April 2016, the Group bought Revcap's 50% share of the Southampton joint venture, Empiric (Southampton) Limited for £5,117,000. At the date of this transaction, this joint venture had external debt of £9,960,000. As a result, additions of investment property of £21,649,000 were recognised. This acquisition (and the full valuation) is reflected in the investment property movement for the year.

 

Willowbank - Glasgow

In July 2014 the Group entered a joint venture with Revcap to develop a 178 room site in Glasgow called Willowbank. The total cost of the development is forecast to be £14,200,000. Funding for the development has been obtained with a contribution of equity and debt (50% from each entity). The development will be complete in time for the beginning of the 2016/17 academic year.

 

Net Assets and Results of the Joint Ventures

The summarised balance sheets, results and the Group's share of these joint ventures for the period are as follows.

 


Willowbank

Brunswick

TOTAL

Year Ended 30 June 2016

Gross

£'000

Share

£'000

Gross

£'000

Share

£'000

Gross

£'000

Share

£'000

Investment property

 16,300

 8,150

-

-

16,300

8,150

Cash and cash equivalents

 1,002

 501

-

-

1,002

501

Loans and borrowings

(7,024)

(3,512)

-

-

(7,024)

(3,512)

Trade and other receivables

 130

 65

-

-

130

65

Trade and other payables

(2,013)

(1,007)

-

-

(2,013)

(1,007)

Net assets

8,395

4,197

-

-

8,395

4,197

 


Willowbank

Brunswick

TOTAL

For the Period from 11 February 2014 to June 2015

Gross

£'000

Share

£'000

Gross

£'000

Share

£'000

Gross

£'000

Share

£'000

Investment property

6,850

3,425

16,150

8,075

23,000

11,500

Cash and cash equivalents

153

77

(82)

(41)

71

36

Loans and borrowings

-

-

(6,817)

(3,409)

(6,817)

(3,409)

Other current assets

224

112

2,712

1,356

2,936

1,468

Other current liabilities

(288)

(145)

(2,145)

(1,072)

(2,433)

(1,217)

Net assets

6,939

3,469

9,818

4,909

16,757

8,378

 

Movement in Carrying Value of the Group's Investment in Joint Ventures

Following the acquisition of Revcap's shares in Empiric (Southampton) Limited, the carrying value of the Group's
investments in joint ventures has decreased to £4,197,000 (2015: £8,378,000 increase) during the period ended 30 June 2016.

 

14.        Joint Ventures continued

The following table shows how the decrease has arisen.


Group

Company


Year ended

30 June 2016

£'000

For the period from 11 February 2014 to 30 June 2015

£'000

Year ended

30 June 2016

£'000

For the period from 11 February 2014 to 30 June 2015

£'000

Capital invested in Willowbank

 929

2,023

929

2,023

Net capital movement in Brunswick

(6,903)

3,595

(3,595)

3,595


(5,974)

5,618

(2,666)

5,618

Group's share of net revaluation gains

1,450

2,750

-

-

Group's share of other trading results

343

10

-

-


1,793

2,760

-

-

Total movement in investment in joint ventures in the period

(4,181)

8,378

(2,666)

5,618

Carrying value bought forward

8,378

-

5,618

-

Carrying value carried forward

4,197

8,378

2,952

5,618

 

15.        Trade and Other Receivables


Group

Company


30 June 2016

£'000

30 June 2015

£'000

30 June 2016

£'000

30 June 2015

£'000

Trade receivables

 500

 484

-

-

Other receivables

 4,647

 817

358

331

Amounts owed by property managers

 3,192

 -  

-

-

Prepayments

 7,846

 2,700

146

-

VAT recoverable

 2,531

 174

7

73


18,716

4,175

511

404

Amounts due from Group undertakings

-

-

460,845

209,191


18,716

4,175

461,356

209,595

 

As there were no material trade receivables past due at the period end, no aged analysis of trade receivables has been included. The Directors consider that the carrying value of trade and other receivables approximate to their fair value.

 

16.        Cash and Cash Equivalents

The amounts disclosed on the statement of cash flow as cash and cash equivalents are in respect of the following amounts shown in the Group Statement of Financial Position:


Group

Company


30 June 2016

£'000

30 June 2015

£'000

30 June 2016

£'000

30 June 2015

£'000

Cash and cash equivalents

163,923

78,788

143,819

58,863

 

17.        Trade and Other Payables


Group

Company


30 June 2016

£'000

30 June 2015

£'000

30 June 2016

£'000

30 June 2015

£'000

Trade payables

 6,040

717

 382

-

Other payables and accrued expenses

 2,540

913

 173

436

Accrued expenses

 5,540

1,913

 272

88

Directors' bonus accrual

 854

512

 854

512


14,974

4,055

1,681

1,036

Amounts owed to Group undertakings

-

-

134,163

50,642


14,974

4,055

135,844

51,678

 

At 30 June 2016 there was deferred rental income of £4,418,000 (2015: £2,377,000) which was rental income that had been booked that relates to future periods.

 

The Directors consider that the carrying value of trade and other payables approximates to their fair value.

 

18.        Bank Borrowings

A summary of the drawn and undrawn bank borrowings in the period is shown below:


Group


Bank Borrowings Drawn 30 June 2016

£'000

Bank Borrowings Undrawn 30 June 2016

£'000

Total 30 June 2016

£'000

Bank Borrowings Drawn 30 June 2015

£'000

Bank Borrowings Undrawn 30 June 2015

£'000

Total 30 June 2015

£'000

Balance bought forward

 85,343

20,000

 105,343

-

-

-

Bank borrowings in the period

 108,374

-

 108,374

85,343

-

85,343

Bank borrowings repaid during the period

(37,860)

-

(37,860)

-

-

-

Bank borrowings available but undrawn
in the period

-

40,773

 40,773

-

20,000

20,000


155,857 

60,773

216,630

85,343

20,000

105,343

 

The Group has entered into three separate banking facilities during the period, drawing on £99,117,000 (2015: £85,343,000) of additional debt and assuming £9,257,000 of debt from the acquisition of the joint venture, whilst having an undrawn debt facility available of £60,773,000 at 30 June 2016 (2015: £20,000,000). The weighted average term to maturity of the Group's debt as at the period end is 9.7 years (2015: 8.07 years).

 

Bank borrowings are secured by charges over individual investment properties held by certain asset-holding subsidiaries. These assets have a fair value of £298,690,000 at 30 June 2016 (2015: £186,575,000). In some cases the lenders also hold charges over the shares of the subsidiaries and the 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:


Group


30 June 2016

£'000

30 June 2015

£'000

Balance brought forward

 84,593

 -  

Total bank borrowings in the period

 108,374

 85,343

Less bank borrowings: repaid during the period

(37,860)

 -  

Less bank borrowings: due within one year

(8,507)

(750)

Bank borrowings drawn: due in more than one year

 146,600

 84,593

Less: unamortised costs

(2,961)

(1,195)

Non-current liabilities: bank borrowings

 143,639

 83,398

 

Maturity of Bank Borrowings


Group


30 June 2016

£'000

30 June 2015

£'000

Repayable between 1 and 2 years

 -  

750

Repayable between 2 and 5 years

 35,500

52,743

Repayable in over 5 years

 111,100

31,100

Bank borrowings drawn: due in more than one year

146,600

84,593

 

Each of the Group's facilities has an interest charge which is payable quarterly. One facility interest charge is based on a margin above three month Libor whilst the other three facility interest rates are fixed at 3.97%, 3.24% and 5.00%. The weighted average interest payable by the Group on its debt portfolio as at the period end was 3.54% (2015: 3.20%).

 

19.        Interest Rate Derivatives

To mitigate the interest rate risk that arises as a result of entering into variable rate linked loans, the Group has entered into an interest rate cap and interest rate swap. The interest rate cap has been taken out to cap the rate to which three month Libor can rise and is coterminous with the initial term of the facility. The premium of £238,500 is being settled over the five year life of the loan.

 

On 24 October 2014 a derivative swap contract was taken out to hedge the interest rate risk on long-term debt. The change in valuation of this derivative at 30 June 2016 was £1.2 million (2015: £0.2 million) recognised in other comprehensive income. £479,000 of this derivative liability has been recognised as a current liability.

 

The Group will continue to review the level of its hedging in the light of the current low interest rate environment.


30 June 2016

£'000

30 June 2015

£'000

Non-current assets: Interest rate derivatives - cap

18

229

Current liabilities: Interest rate derivatives - swap

(479)

-

Non-current liabilities: Interest rate derivatives - swap

(1,206)

(449)

 

The interest rate derivatives are marked to market by the relevant counterparty banks on a quarterly basis in accordance with
IAS 39. Any movement in the fair values of the interest rate cap are taken to the net finance costs in the Group Statement of Comprehensive Income.


30 June 2016

£'000

30 June 2015

£'000

Interest rate cap premium - opening fair value

229

238

Changes in fair value of interest rate derivatives

(211)

(9)

Closing fair value

18

229

 

 


30 June 2016

£'000

30 June 2015

£'000

Total bank borrowings

 155,857

85,343

Total fixed borrowings

(120,357)

(31,100)

Total floating rate borrowings

 35,500

54,243

Notional value of borrowings hedged by interest rate derivative - swap

35,500

35,500

Proportion of notional value of interest rate swap derivative to floating rate bank borrowings

100.0%

65.40%

 

19.        Interest rate derivatives continued

Fair Value Hierarchy

The following table provides the fair value measurement hierarchy for interest rate derivatives:




Group

Assets/(liability) Measured at Fair Value:

Date of Valuation

£'000

Quoted Prices in Active Markets

£'000

Significant Observable Inputs

£'000

Significant Unobservable Inputs

£'000


30 June 2016





Interest rate derivative - cap


18

-

18

-

Interest rate derivative - swap


(1,685)

-

(1,685)

-


30 June 2015





Interest rate derivative - cap


229

-

229

-

Interest rate derivative - swap


(449)

-

(449)

-

 

The fair value of these contracts are recorded in the Group Consolidated Statement of Financial Position and is determined by forming an expectation that interest rates will exceed strike rates and discounting these future cash flows at the prevailing market rates as at the period end.

 

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

 

20.        Share Capital

Ordinary Shares Issued and Fully Paid at 1p Each

 


Group and Company

Group and Company


30 June 2016

Number

30 June 2016

£'000

30 June 2015

Number

30 June 2015

£'000

Balance brought forward

232,926,830

 2,329

-

-

Issued on incorporation

 -  

 -  

1

-

Issued at IPO June 2014

 -  

 -  

85,000,000

850

Issued in relation to further equity issuances

268,352,241

2,684

147,926,829

1,479

Balance carried forward

501,279,071

5,013

232,926,830

2,329

 

There have been no share issues since 30 June 2016.

 

21.        Share Premium

The share premium relates to amounts subscribed for share capital in excess of nominal value:


Group and Company


30 June 2016

£'000

30 June 2015

£'000

Balance brought forward

82,280

 -  

Share premium on Ordinary Shares issued in relation to IPO

 -  

 84,150

Share issue expenses in relation to IPO

 -  

(1,869)

Share premium on Ordinary Shares issued in relation to further equity share issuance

283,742

149,171

Costs associated with the issue of ordinary shares

(6,064)

(3,401)

Transfer to Capital Reduction Reserve

 -  

(145,771)

Balance carried forward

359,958

82,280

 

22.        Capital Reduction Reserve


Group and Company


30 June 2016

£'000

30 June 2015

£'000

Balance brought forward

 141,417

 -  

Transfer from share premium

 -  

 145,771

Less interim dividends declared and paid per note 10

(20,181)

(4,354)

Balance carried forward

121,236

141,417

 

 

The Capital Reduction Reserve account is a distributable reserve.

 

Refer to Note 10 for details of the declaration of dividends to shareholders.

 

23.        Leasing Agreements

Future total minimum lease payments under non-cancellable operating leases fall due as follows:

 

On office space currently rented

Group


30 June 2016

£'000

30 June 2015

£'000

Less than one year

 141

141

Between one and five years

 282

422

Total

423

563

 

Future total minimum lease receivables under non-cancellable operating leases on investment properties are as follows:

 


Group


30 June 2016

£'000

30 June 2015

£'000

Less than one year

5,392

6,073

Between one and five years

19,713

2,295

More than five years

10,484

4,346

Total

 35,589

 12,714

 

The above relates to commercial leases and nomination agreements with UK universities in place as at 30 June 2016. The impact of student leases for the forthcoming academic year signed by 30 June 2016 have not been included as the leases may be cancelled up until the tenant takes occupation of the accommodation.

 

24.        Contingent Liabilities

There were no contingent liabilities at 30 June 2016 (2015: £nil).

 

25.        Capital Commitments

The Group and Company had capital commitments amounting to £1,858,000 in respect of its joint venture development at 30 June 2016.

 

The Group had capital commitments relating to forward funded developments totalling £75,356,000 at 30 June 2016 (2015: £44,050,000).

 

 

26.        Related Party Disclosures

Key Management Personnel

Key management personnel are considered to comprise the Board of Directors. Please refer to Note 6 for details of the remuneration for the key management.

 

Property purchases

There were no related party property purchases in the year to 30 June 2016.

 

During the period 14 February 2014 to 30 June 2015 there were a number of properties that were acquired from a joint venture between London Cornwall Property Partners Ltd (LCPP) and Real Estate Venture Capital (Revcap). These properties comprise College Green, Picturehouse Apartments, Summit House and Edge Apartments.

 

Name

Location

Vendor

Related party associated with the Vendor

Acquisition Price (£m)

Acquisition Date

College Green

Bristol

Bristol Student
Housing LLP

LCPP(1)

Revcap(2)

Michael Enright(4)

9.97

1 July 2014

Picturehouse Apartments

Exeter

Prime Student
Housing (Exeter) LLP

LCPP(1)

Revcap(2)

Michael Enright(3)

11.41

1 July 2014

Summit House

Cardiff

Prime Student
Housing (Cardiff) LLP

LCPP(1)

Revcap(2)

Michael Enright(3)

9.58

 1 July 2014

Edge Apartments

Birmingham

Prime Student
Housing (Birmingham) Limited (Jersey)

LCPP(1)

Revcap(2)

 

8.94

  21 August 2014

 

(1) Paul Hadaway and Tim Attlee are directors and shareholders in LCPP.

(2) Stephen Alston is an employee of Revcap

(3) Michael Enright was a shareholder in the vendor for Picturehouse Apartments and Summit House

(4) College Green was purchased from Bristol Student Housing LLP to whom Michael Enright was a senior debt provider.

 

Share Capital

The table below details the share transactions of related parties during the year ended 30 June 2016:

 

Name

How Related

Number of Shares

Transaction

Date

Rock Nominees Limited (Paul Hadaway)

Director

62,510

Purchased

27 October 2015

Rock Nominees Limited (Paul Hadaway)

Director

31,285

Purchased

21 March 2016

Paul Hadaway

Director

125,000

Purchased

21 March 2016

Michael Enright

Director

104,999

Purchased

21 March 2016

Baroness Brenda Dean

Chairman

4,785

Purchased

21 March 2016

Redmayne Bentley (Brenda Dean)

Chairman

10,000

Purchased

21 March 2016

Jim Prower

Director

14,175

Purchased

21 March 2016

Killik & Co (Stephen Alston)

Director

12,500

Purchased

21 March 2016

 

Share transactions of related parties during the period from 11 February 2014 to 30 June 2015 were as follows:

 

Name

How Related

Number of Shares

Transaction

Date

Tim Attlee

Director

875,000

Purchased

30 June 2014

Paul Hadaway

Director

1

Purchased

11 February 2014

Paul Hadaway

Director

875,000

Purchased

30 June 2014

Michael Enright

Director

520,000

Purchased

30 June 2014

Baroness Brenda Dean

Chairman

33,500

Purchased

30 June 2014

Platform Securities Nominees Ltd (Jim Prower)

Director

23,760

Purchased

30 June 2014

Stephen Alston

Director

7,500

Purchased

17 March 2015

 

Share-based Payments

On 9 November 2015, nil cost options were granted to Executive Directors in the amounts of:

Paul Hadaway

563,956 shares

Tim Attlee

563,956 shares

Michael Enright

443,378 shares

 

Details of the shares granted are outlined in Note 28 - share-based payments.

 

Other

Payments for professional services totalling £300,000 (excluding VAT) were made to Revcap. Revcap are deemed to be a related party as one of their employees, Stephen Alston, is a Non-Executive Director of the Company.

 

27.        Subsequent Events

Property Transactions

Bath

On 18 July 2016, the Group acquired the freehold of a 31 bed student accommodation property in Bath for £2.6 million (excluding costs). 2 Oolite Road is a newly constructed student accommodation asset that was completed in May 2016 for the 2016/17 academic year.

 

Exeter - Prospect Portfolio

On 16 August 2016, the Group acquired the freehold of the operating property, Isca Lofts, in Exeter, with a total of 71 beds, for a cash consideration of £4.7 million.

 

London - Prospect Portfolio

Also on 16 August 2016, the Group acquired the freeholds of two operating properties in London, Grosevnor Hall in Twickenham with 72 beds and Francis Gardner Hall in West Hampstead, with 70 beds for £6.2 million and £10.6 million, respectively.

 

Canterbury

On 1 September 2016, the Group acquired the freehold of a 79 bed student accommodation property in Canterbury for £9.2 million (excluding costs).

 

Birmingham

On 2 September 2016, the Group entered into a forward funding arrangement with Linford CZero Ltd to develop a 185 bedroom scheme, The Emporium, in central Birmingham, for a total investment of £19.53 million.

 

Other Transactions

Also on the 18 July 2016, the Group agreed a new loan facility of £32.8 million with AIB Group (UK) PLC. The facility is secured against a portfolio of five forward funded assets, held as a lending group through a wholly owned subsidiary of the Group.

 

The facility is a development loan which will be drawn down in agreed stages over the development period with practical completion of all five forward funded assets expected by July 2017.

 

On 26 July 2016, the Company announced the declaration of a final interim dividend in respect of the financial year ended 30 June 2016, of 1.5p per Ordinary Share amounting to £7.5 million, which was paid on 17 August 2016 to Ordinary Shareholders.

 

On 7 September 2016, the Group agreed a new loan facility of £30.63 million with The Royal Bank of Scotland plc ("RBS").  The facility is secured against a portfolio of five forward funded assets, held as a lending group through a wholly owned subsidiary.

 

28.        Share-based Payments

The Company operates two equity-settled share based remuneration schemes for Executive Directors under the deferred annual bonus and a long term incentive plan. The details of the schemes are included in the Remuneration Committee Report on page 62 in the Annual Report.

 

On 9 November 2015, the Company granted nil-cost options over a total of 282,923 Ordinary Shares pursuant to the deferred shares element of the annual bonus awards for the 2014/15 financial year (the "Annual Bonus Awards") and nil-cost options over a total of 1,288,367 Ordinary Shares* pursuant to the Empiric 2014 Long-Term Incentive Plan (the "2015-2018 LTIP Awards") to the Company's three Executive Directors (Paul Hadaway 563,956, Tim Attlee 563,956 and Michael Enright 443,378).

 

None of these nil-cost options are currently exercisable.

 

The fair value on date of grant for the nil-cost options under the 2015-2018 LTIP Awards was priced using the Monte Carlo pricing model.

 

As at 30 June 2016 the charge recognised relating to the options was £649,000 (2015: £355,000).

 

The awards have the benefit of dividend equivalence. The Remuneration Committee will determine on or before vesting whether the dividend equivalent will be provided in the form of cash and/or shares.

 


Group and Company


Year Ended

30 June 2016

£'000

For the period from

11 February 2014 to

30 June 2015

£'000

Outstanding number brought forward

 937,500

 -  

Granted during the period

 1,571,290

 937,500

Outstanding number carried forward

 2,508,790

 937,500

 

The following information is relevant in the determination of the fair value of these nil-cost options:

 

(a) Weighted average share price at grant date of £1.1025

(b)        Exercise price of £nil

(c)        Contractual life of 3 years

(d)        Expected volatility of 25.7%

(e)        Expected dividend yield of 0%

(f) Risk free rate of 0.98%

(g) The volatility assumption is based on a statistical analysis of daily share prices of comparator companies over the last three years.

(h) The TSR performance conditions have been considered when assessing the fair value of the options

 

29.        Financial Risk Management

Financial Instruments

The Group's principal financial assets and liabilities are those which arise directly from its operations: trade and other receivables, trade and other payables and cash and cash equivalents.

 

Set out below is a comparison by class of the carrying amounts and fair value of the Group's financial instruments that are shown in the financial statements:

 

Risk Management

The Group is exposed to market risk (including interest rate risk), credit risk and liquidity risk.

 

The Board of Directors oversees the management of these risks.

 

The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below.

 

(a) Market Risk

Market risk is the risk that the fair values of financial instruments will fluctuate because of changes in market prices. The financial instruments held by the Group that are affected by market risk are principally the Group's bank balances along with the interest rate derivatives (swap and cap) entered into to mitigate interest rate risk.

 

(b) Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risks from both its leasing activities and financing activities, including deposits with banks and financial institutions. Credit risk is managed by requiring tenants to pay rentals in advance. The credit quality of the tenant is assessed based on an extensive credit rating scorecard at the time of entering into a lease agreement.

 

Outstanding tenants' receivables are regularly monitored. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial asset.

(i) Tenant Receivables

    Tenant receivables, primarily tenant rentals, are presented in the Consolidated Statement of Financial Position net of allowances for doubtful receivables and are monitored on a case by case basis. Credit risk is primarily managed by requiring tenants to pay rentals in advance and performing tests around strength of covenant prior to acquisition. There are no trade receivables past due as at the period end.

 

(ii) Credit risk Related to Financial Instruments and Cash Deposits

    One of the principal credit risks of the Group arises with the banks and financial institutions. The Board of Directors believes that the credit risk on short-term deposits and current account cash balances are limited because the counterparties are banks, who are committed lenders to the Group, with high credit ratings assigned by international credit-rating agencies.

 

(c) Liquidity Risk

Liquidity risk arises from the Group's management of working capital and going forward, the finance charges and principal repayments on any borrowings, of which currently there are none. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due as the majority of the Group's assets are property investments and are therefore not readily realisable. The Group's objective is to ensure it has sufficient available funds for its operations and to fund its capital expenditure. This is achieved by continuous monitoring of forecast and actual cash flows by management.

 

The following table sets out the contractual obligations (representing undiscounted contractual cash flows) of financial liabilities:

 

At 30 June 2016

On Demand

£'000

Less than
3 Months

£'000

3 to

12 Months

£'000

1 to 5 Years

£'000

> 5 Years

£'000

Total

£'000

Bank borrowings and interest

 1,251

 13,691

 56,050

 135,763

 206,755

Swap derivatives

 156

 476

 1,453

 2,085

Trade and other payables

 14,974

 14,974


 16,381

 14,167

 57,503

 135,763

 223,814

 

 

At 30 June 2015

On Demand

£'000

Less than 3 Months

£'000

3 to

12 Months

£'000

1 to 5 Years

£'000

> 5 Years

£'000

Total

£'000

Bank borrowings and interest

 -

 851

 2,570

 62,721

 48,237

 114,379

Swap derivatives

 -

 156

 476

 2,096

 -

 2,728

Trade and other payables

 -

 4,055

 -

 -

 -

 4,055


 -  

 5,062

 3,046

 64,817

 48,237

 121,162

 

30.        Capital Management

The primary objectives of the Group's capital management is to ensure that it remains a going concern and continues to qualify for UK REIT status.

 

The Board of Directors monitors and reviews the Group's capital so as to promote the long-term success of the business, facilitate expansion and to maintain sustainable returns for shareholders.

 

Capital consists of Ordinary Shares, other capital reserves and retained earnings.

 

31.        Subsidiaries

Those subsidiaries listed below are considered to be all subsidiaries of the Company at 30 June 2016, with the shares issued being ordinary shares.  During the year, the Company acquired the remaining interest in Empiric (Southampton) Limited (refer to Note 14).

 

In each case the country of incorporation is UK.


Company


30 June 2016

£'000

As at 1 July 2015

-  

Additions in the period

 5,117

Balance at 30 June 2016

 5,117

 


Status

Ownership %

Principal Activity

Brunswick Contracting Limited

Active

100%

Property investment

Empiric (Alwyn Court) Limited

Active

100%

Property investment

Empiric (Baptists Chapel) Leasing Limited

Active

100%

Property leasing

Empiric (Baptists Chapel) Limited

Active

100%

Property investment

Empiric (Bath Canalside) Limited

Active

100%

Property investment

Empiric (Bath James House) Limited

Active

100%

Property investment

Empiric (Bath JSW) Limited

Active

100%

Property investment

Empiric (Bath Piccadilly Place) Limited

Active

100%

Property investment

Empiric (Birmingham) Limited

Active

100%

Property investment

Empiric (Bristol) Leasing Limited

Active

100%

Property investment

Empiric (Bristol) Limited

Active

100%

Property investment

Empiric (Buccleuch Street) Limited

Active

100%

Property investment

Empiric (Buccleuch Street) Leasing Limited

Dormant

100%

Property leasing

Empiric (Cardiff Wndsr House) Limited

Active

100%

Property investment

Empiric (Cardiff Wndsr House) Leasing Limited

Active

100%

Property leasing

Empiric (Centro Court) Limited

Active

100%

Property investment

Empiric (Claremont Newcastle) Limited

Active

100%

Property investment

Empiric (College Green) Limited

Active

100%

Property investment

Empiric (Developments) Limited

Active

100%

Property investment

Empiric (Durham St Margarets) Limited

Active

100%

Property investment

Empiric (Edge Apartments) Limited

Active

100%

Property investment

Empiric (Exeter Bonhay Road) Limited

Active

100%

Property investment

Empiric (Exeter Bonhay Road) Leasing Limited

Active

100%

Property leasing

Empiric (Exeter City Service) Limited

Active

100%

Property investment

Empiric (Exeter DCL) Limited

Active

100%

Property investment

Empiric (Exeter LL) Limited

Dormant

100%

Property investment

Empiric (Falmouth Maritime Studios) Limited

Active

100%

Property investment

Empiric (Falmouth Ocean Bowl) Limited

Active

100%

Property investment

Empiric (Glasgow Ballet School) Limited

Active

100%

Property investment

Empiric (Glasgow Bath St) Limited

Dormant

100%

Property investment

Empiric (Glasgow George Square) Leasing Limited

Active

100%

Property leasing

Empiric (Glasgow George Square) Limited

Active

100%

Property investment

Empiric (Glasgow George St) Leasing Limited

Active

100%

Property leasing

Empiric (Glasgow George St) Limited

Active

100%

Property investment

Empiric (Glasgow Bath St) Limited

Active

100%

Property investment

Empiric (Glasgow) Leasing Limited

Active

100%

Property leasing

Empiric (Glasgow) Limited

Active

100%

Property investment

Empiric (Hatfield CP) Limited

Active

100%

Property investment

Empiric (Huddersfield Oldgate House) Leasing Limited

Dormant

100%

Property leasing

Empiric (Huddersfield Oldgate House) Limited

Active

100%

Property investment

Empiric (Huddersfield Snow Island) Leasing Limited

Active

100%

Property investment

Empiric (Lancaster Penny Street 1) Limited

Active

100%

Property investment

Empiric (Lancaster Penny Street 2) Limited

Active

100%

Property investment

Empiric (Lancaster Penny Street 3) Limited

Active

100%

Property investment

Empiric (Leeds Algernon) Limited

Active

100%

Property investment

Empiric (Leeds St Marks) Limited

Active

100%

Property investment

Empiric (Leicester Peacock Lane) Limited

Active

100%

Property investment

Empiric (Liverpool Art School/Maple House) Limited

Active

100%

Property investment

Empiric (Liverpool Chatham Lodge) Limited

Active

100%

Property investment

Empiric (Liverpool Grove Street) Limited

Active

100%

Property investment

Empiric (Octagon/Hayward) Limited

Active

100%

Property investment

Empiric (London Camberwell) Limited

Active

100%

Property investment

Empiric (London Road) Limited

Active

100%

Property investment

Empiric (Manchester Ladybarn) Limited

Active

100%

Property investment

Empiric (Newcastle Metrovick) Limited

Active

100%

Property investment

Empiric (Northgate House) Limited

Active

100%

Property investment

Empiric (Nottingham 95 Talbot) Leasing Limited

Dormant

100%

Property leasing

Empiric (Nottingham 95 Talbot) Limited

Active

100%

Property investment

Empiric (Nottingham Frontage) Leasing Limited

Active

100%

Property leasing

Empiric (Nottingham Frontage) Limited

Active

100%

Property investment

Empiric (Oxford Stonemason) Limited

Active

100%

Property investment

Empiric (Picturehouse Apartments) Limited

Active

100%

Property investment

Empiric (Portobello House) Leasing Limited

Dormant

100%

Property leasing

Empiric (Portobello House) Limited

Dormant

100%

Property investment

Empiric (Portsmouth Europa House) Limited

Active

100%

Property investment

Empiric (Portsmouth Europa House) Leasing Limited

Active

100%

Property leasing

Empiric (Portsmouth Registry) Limited

Active

100%

Property investment

Empiric (Provincial House) Leasing Limited

Active

100%

Property leasing

Empiric (Provincial House) Limited

Active

100%

Property investment

Empiric (Snow Island) Limited

Active

100%

Property investment

Empiric (Southampton) Leasing Limited

Active

100%

Property leasing

Empiric (Southampton) Limited

Active

100%

Property investment

Empiric (St Andrews Ayton House) Leasing Limited

Active

100%

Property leasing

Empiric (St Andrews Ayton House) Limited

Active

100%

Property investment

Empiric (St Peter Street) Leasing Limited

Dormant

100%

Property leasing

Empiric (St Peter Street) Limited

Active

100%

Property investment

Empiric (Stirling Forthside) Leasing Limited

Dormant

100%

Property leasing

Empiric (Stirling Forthside) Limited

Dormant

100%

Property investment

Empiric (Stoke Caledonia Mill) Limited

Active

100%

Property investment

Empiric (Summit House) Limited

Active

100%

Property investment

Empiric (Talbot Studios) Limited

Active

100%

Property investment

Empiric (Trippet Lane) Leasing Limited

Active

100%

Property leasing

Empiric (Trippet Lane) Limited

Active

100%

Property investment

Empiric (York Lawrence Street) Limited

Active

100%

Property investment

Empiric Acquisitions Limited

Active

100%

Property investment

Empiric Investment Holdings (Four) Limited

Active

100%

Property investment

Empiric Investment Holdings (Three) Limited

Active

100%

Property investment

Empiric Investment Holdings (Two) Limited

Active

100%

Property investment

Empiric Investments (Four) Limited

Active

100%

Property investment

Empiric Investments (One) Limited

Active

100%

Property investment

Empiric Investments (Three) Limited

Active

100%

Property investment

Empiric Investments (Two) Limited

Active

100%

Property investment

Empiric Student Property Plc

Active

100%

Property investment

Empiric Student Property Trustees Limited

Dormant

100%

Property investment

Hello Student® Management Limited

Active

100%

Property management

Empiric (Reading Saxon Court) Limited

Active

100%

Property investment

Empiric (Reading Saxon Court) Leasing Limited

Active

100%

Property leasing

Empiric (Manchester Victoria Point) Limited

Active

100%

Property investment

Empiric (Leicester Bede Park) Limited

Active

100%

Property investment

Empiric (Leicester 136-138 New Walk) Limited

Active

100%

Property investment

Empiric (Leicester 160 Upper New Walk) Limited

Active

100%

Property investment

Empiric (Leeds Pennine House) Limited

Active

100%

Property investment

Empiric Investment Holdings (Five) Limited

Active

100%

Property investment

Empiric Investment Holdings (Six) Limited

Active

100%

Property investment

Empiric Investments (Five) Limited

Active

100%

Property investment

Empiric Investments (Six) Limited

Active

100%

Property investment

Empiric (Leicester 140-42 New Walk) Limited

Active

100%

Property investment

Empiric (Leicester 134 New Walk) Limited

Active

100%

Property investment

Empiric (Leicester De Montfort Square) Limited

Active

100%

Property investment

Empiric (Canterbury Pavilion Court) Limited

Active

100%

Property investment

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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Empiric Student Property (ESP)

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