Preliminary results announcement for the year ended 31 March 2019 Stenprop Limited ('Stenprop', the 'Company' or the 'Group') Incorporated in Guernsey Registration number: 64865 LSE share code: STP; JSE share code: STP; ISIN: GG00BFWMR296 6 June 2019 PRELIMINARY RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 MARCH 2019 Stenprop, the UK REIT which is listed on the London Stock Exchange and the Main Market of the Johannesburg Stock Exchange, announces its full-year results for the year ended 31 March 2019. Year ended Year ended 31 March 31 March 2019 2018 Key Highlights % portfolio MLI 42.7% 20.1% Group LTV ratio 44.2% 49.2% Total dividend per share 6.75p 8.00p Dividend cover from property-related EPRA earnings 1.01x 0.91x Portfolio valuation GBP612.9m GBP733.6m Like-for-Like portfolio valuation increase 0.8% 3.9% Reported EPRA results Diluted adjusted EPRA earnings per share(1) 8.84p 9.09p Management fee income per share 2.05p 1.80p Property-related diluted adjusted EPRA earnings per share (excl. management fee income) 6.79p 7.29p Diluted EPRA NAV per share(2) GBP1.41 GBP1.41 Reported IFRS results Net rental income from continuing operations GBP33.9m GBP32.9m IFRS profit for the year GBP23.8m GBP39.4m Diluted IFRS earnings per share 8.35p 13.89p Management fee income per share 2.05p 1.80p Property-related diluted IFRS earnings per share (excl. management fee income) 6.30p 12.09p Diluted IFRS NAV per share GBP1.36 GBP1.36 (1) See note 14 to the financial statements for reconciliation to IFRS earnings per share (and for all references in this report to IFRS/EPRA earnings). (2) See note 15 to the financial statements for reconciliation to IFRS NAV per share (and for all future references in this report to IFRS/EPRA NAV). * 'EPRA' means European Public Real Estate Association. 'EPS' means earnings per share. 'NAV' means net asset value. 'LTV' means loan-to-value. Operational - Key FY2019 milestones met: - Property portfolio comprising 42.7% multi-let industrial ('MLI') (2018: 20.1%); - Group LTV ratio 44.2% (2018: 49.2%); and - Full year dividend fully covered by property-related earnings. - Converted to a UK REIT on 1 May 2018 and listed on the London Stock Exchange ('LSE') on 15 June 2018. - Acquired 30 multi-let industrial ('MLI') estates in the year ending 31 March 2019 for a combined purchase price of GBP103.6 million. - Disposed of 23 properties, all above book value, for a total consideration of GBP248.3 million. This included completion of the sales of seven of its eight properties in Switzerland, 14 Aldi properties in Germany and the last remaining central London properties, located in Argyll Street and in Euston. - Achieved 126 new lettings/lease renewals in the MLI portfolio for an average term of 3.3 years at an average rent which is 17% above the passing rent previously payable on those units. Financial - Declared final dividend on 5 June 2019 of 3.375 pence per share, which together with the interim dividend declared on 21 November 2018 of 3.375 pence per share, results in a total dividend for the year ended 31 March 2019 of 6.75 pence per share (2018: 8.0 pence). The dividend is fully covered by property-related earnings and payable on 16 August 2019. Subject to the receipt of regulatory approvals, a scrip alternative will be offered, which the directors intend to match through the buyback of shares. - Net rental income of GBP33.9 million (2018: GBP32.9 million). Profit after tax of GBP23.8 million (2018: GBP39.4m). Adjusted EPRA profit after tax was GBP25.2 million (2018: GBP25.8 million). - Diluted adjusted EPRA EPS of 8.84 pence (2018: 9.09 pence). Diluted IFRS EPS was 8.35 pence (2018: 13.89 pence). - Diluted EPRA net asset value per share of GBP1.41 (2018: GBP1.41). Diluted IFRS net asset value per share was GBP1.36 (2018: GBP1.36). Paul Arenson, CEO of Stenprop, commented: "We are pleased with the progress that Stenprop has made in the past financial year. Our dividend is in line with guidance and covered by property-related earnings. All of our milestones for the year have been met and we are well positioned to meet our target milestones for the financial year ending 31 March 2020. We ended the financial year with more than 40% of our portfolio comprising UK multi let industrial property, our leverage levels below 45% and our dividend fully covered by property-related earnings. We are listed on the LSE and have converted to UK REIT status. We have also largely exited all third-party investment management activity." A webinar for investors and analysts will be held at 9.30am (UK time) and 10.30am (SA time) on 6 June 2019. Those wishing to join the webinar should go to: https://zoom.us/j/614116398 or dial in from a telephone or mobile on 44 203 695 0088 or 44 203 966 3809. The meeting ID is 614 116 398. The Stenprop management team will be available for one-to-one meetings in South Africa during the week beginning 10 June 2019, or anytime in the UK. For further information: Stenprop Limited 44(0)20 3918 6600 Paul Arenson James Beaumont Julian Carey Numis Securities Limited (Financial Adviser) 44(0)20 7260 1000 Hugh Jonathan Vicki Paine Justin Bell Tavistock (PR Adviser) 44(0)20 7920 3150 James Whitmore James Verstringhe Charlotte Dale Java Capital Trustees and Sponsors Proprietary Limited 27 (0)11 722 3050 (JSE Sponsor) About Stenprop: Stenprop is a Guernsey-registered UK REIT. The objective of the Company is to deliver sustainable growing income to its investors. Stenprop's investment policy is to invest in a diversified portfolio of UK multi-let industrial ('MLI') properties with the strategic goal of becoming the leading MLI business in the UK. For further information, go to www.stenprop.com. EPRA metrics Stenprop prepares its financial statements using IFRS. However, it also uses a number of adjusted measures in assessing and managing performance of the business. These measures, including those defined by EPRA, are designed to enhance transparency and comparability across the European real estate sector. Stenprop considers these standard metrics to be the most appropriate method of reporting the value and performance of the business and a reconciliation to IFRS numbers is included in note 14 and 15 of the financial statements. Chief Executive's Report We are pleased with the progress that Stenprop has made in the past financial year. Our dividend is in line with guidance and covered by property-related earnings. All of our milestones have been met and we are well positioned to meet our target milestones for the financial year ending 31 March 2020. We ended the financial year with over 40% of our portfolio comprising UK multi-let industrial ('MLI') property, our leverage levels below 45% and our dividend fully covered by property-related earnings. We are listed on the LSE and have converted to UK REIT status. We have also largely exited all third-party investment management activity. The milestones for the next 12 months are to decrease our leverage further to below 40% and to increase the UK MLI component of our portfolio to at least 60% of our total portfolio, with the intention of increasing this to 100% in the following two years. We have designated this year as the "Year of the Platform", being the year in which we focus on building out a market-leading management platform for our UK MLI strategy. Sales, purchase and debt strategy During the year we sold 23 properties. The aggregate disposal valuation for these properties was GBP248.3 million. All properties were sold at or above their latest book value. Our plan for the current financial year is to sell approximately GBP140 million of property, to redeploy the proceeds into buying approximately GBP100 million more of UK MLI and to reduce overall gearing to below 40%. This will take our overall portfolio to at least 60% UK MLI. Performance of the UK MLI sector The imbalance between supply and demand in the MLI sector continues to deliver inflation-beating rental growth. During the year we entered into 78 new leases. The average increase in rents on these was 13.4% compared with previous passing rent on this space. In addition, we extended or renewed 48 leases and the average increase in rents on these leases was 21.7% compared with previous passing rent. As most of our leases are renewed or re-let every three years, this performance indicates an underlying rental growth of approximately 4% - 5% per annum. We believe that this imbalance is likely to continue for the foreseeable future. On the supply side it is still not economically feasible to build new MLI units at the current prevailing rents and sale prices. We are still able to buy existing MLI estates at around 50% of estimated replacement cost. On the demand side we continue to see a wider range of tenants needing MLI space, enabled by e- commerce and communications technology. We are confident that, in addition to the above fundamental growth, we can drive earnings growth through operating efficiencies on our platform. This will happen naturally as we scale the portfolio. It will also arise from technology efficiencies and management initiatives such as the roll-out of our three page 'smart lease'. These initiatives are designed to appeal to customer needs and to make it easier and cheaper to commit to leases, which helps to minimise void periods. We also plan to roll out additional products to our customers which will, in due course, enhance earnings. We encourage investors to log on to our tenant facing website at www.industrials.co.uk to get a feel for the customer experience of renting space from Stenprop. Shareholder register movement When we listed on the LSE in June 2018 approximately 32.8% of our issued shares were held on the JSE, with the balance held on the LSE. In the subsequent nine months to 31 March 2019, sales on the JSE have resulted in holdings there falling to 18.8%, with most of these shares being acquired by UK-based investors who hold them on the LSE. We believe, based on anecdotal discussions with sellers, that the selling by overseas investors has been largely motivated by concerns around Brexit. Based on an attractive dividend yield of approximately 6% and the growth outlook for the UK MLI sector, we are confident that Stenprop has the potential to trade at a rating closer to net asset value ('NAV') and in line with LSE-listed peers in the industrial sector as the transition strategy to MLI advances. A focused MLI business Our decision to become a focused UK MLI business means that we need to be very disciplined in what we buy. In general, we only buy purpose-built MLI property situated in and around economically sustainable, densely populated towns and cities across the UK. Our strategy is to hold these assets for the long term. As such, new opportunities need to also meet our five-year average earnings model criteria. At present we are still seeing good opportunities which fit our criteria and we are confident in achieving our purchase targets. Most of our purchases are at values equal to approximately 50% of estimated replacement cost. The MLI market is currently very fragmented with no dominant holders. We believe that, with our long-term capital structure, focused approach and the emphasis we are placing on building a scalable efficient management platform, Stenprop can become the leading listed MLI business in the UK. Investors in listed property shares are tending to favour companies that specialise in specific growth markets. The industrial sector in general is popular with investors, being seen to benefit from the e-commerce and communications technology revolution. Just as "big box" distribution units are in demand, smaller multi-let space is seeing an ever-widening array of potential tenants, enabled by technology and e-commerce. Traditional occupiers who tended to manufacture items or service equipment are increasingly having to compete for MLI space with new technology-enabled logistics businesses established to serve local markets. Platform businesses are also becoming increasingly attractive to investors, as additional earnings can be achieved through operational application. This has been experienced in the student accommodation, self-storage, hotel and serviced office sectors, where management platforms have evolved and matured over the past 10 years, causing a rerating of those asset classes which were previously very difficult to access. We believe the MLI sector lends itself to this and Stenprop is uniquely placed to become a leader in building a platform business in this sector. Brexit The big background scenario for the UK economy is Brexit. We continue to warily watch how it is likely to unfold. We are confident that our MLI customer base is relatively Brexit proof in that they are largely made up of local businesses across the country servicing their local communities. In general, they are not the big single let occupiers reliant on import or export customers and suppliers. However, Brexit could result in a contraction of the economy as a whole which would generally be negative for all businesses. For now, we also have a good hedge on Brexit in that approximately 41% of our portfolio is still in Germany. Directorate change On 5 June 2019, Patsy Watson stepped down from her role as CFO to become a non-executive board member. James Beaumont, who has worked with Patsy at Stenprop for four years, has been appointed as interim CFO and will join the Board. We welcome James and wish him success in his new position. We wish to thank Patsy for her outstanding commitment to the business. Patsy has been a crucial member of the team on the Stenprop journey and leaves at a time when Stenprop is well positioned for future success. We have worked together for 12 years and she has been an outstanding CFO. We are delighted that she will be remaining with Stenprop as a non-executive. There is no doubt that she will still have an enormous amount to contribute. Conclusion We have sufficient capital in the form of saleable non-MLI assets to acquire more than GBP200 million of additional MLI property. As such, we do not envisage needing to raise capital in the short to medium term. Once our transition is complete and we have built a scalable management platform, we are confident we will be able to raise new capital for further MLI acquisitions at an attractive cost-effective issue price relative to NAV. Until then our focus will be on executing our business plan as outlined to investors. We have the team, capital and infrastructure to do so. We remain confident that we will be successful in this execution. We take this opportunity to thank all of our stakeholders for supporting our vision and, in particular, to our Board and staff for their efforts in helping us to achieve it. Paul Arenson Chief Executive Officer Property Report United Kingdom Market environment Brexit-related uncertainty continued throughout 2018 and into 2019. Notwithstanding this, the gross domestic product in the UK grew 1.4% in 2018 in line with forecasts, albeit representing a fall from 1.7% in 2017. The trend is anticipated to continue, with a Bank of England growth forecast of 1.2% in 2019. This forecast is anticipated to shift throughout the year, as Mark Carney noted 'The fog of Brexit is causing short-term volatility in the economic data...' Despite a rise in base rates to 0.75%, rates remain at historically low levels. Any future rate rises are expected to be gradual and to a limited extent only. Following political events in May 2019, Sterling weakened significantly against other currencies. This political uncertainty is likely to prevent any rallies in Sterling capped for the immediate future. However, prior to recent events, Sterling had stabilised somewhat since the dramatic fall in June 2016 associated with the Brexit vote, which has resulted in a boost to activity in the manufacturing sector, which is relevant in the MLI space. Inflation remained at 1.9% in March 2019, which is below the Bank of England's 2% target, and significantly below the 3% rate seen in 2017. This decrease in inflation and a growth in wages led to real earnings growth climbing 1.6% in the three months to February 2019, the highest level since mid-2016. Unemployment continues to fall to levels not seen since 1975 at 3.9% and a record high of people in work of 32.7 million. Total returns by sector The UK commercial property market performance has slowed compared to the year ended March 2018, with total returns for all property falling from 12.5% to 5%. This has primarily been driven by poor performance in the retail sector, with returns falling from 8% into negative territory. Industrial remains the best performing sector providing total returns of 15%, driven by continued investor appetite and strong rental growth. The gap between individual sector performance has widened, with strong industrial performance being countenanced by deteriorating retail performance leading to a further raft of tenant insolvencies and downward pressure on retail rents. The industrial sector has been a beneficiary of the flight from retail, both from an occupational perspective and from additional capital targeting the sector. On the occupational side, demand remains strong as new occupiers continue to flood into the market, driven by the growth in e-commerce and the need to service a growing UK population. The supply dynamic also remains favourable, especially within smaller unit sizes where a scarcity of land, high build costs and an inability to secure pre-lets (and hence cheap funding) continue to mean there is very little speculative development. The scarcity of supply is further impacted as older stock continues to be targeted for redevelopment into residential use, with CBRE going so far as to estimate that there is diminishing supply in the sector. Until there is significant rental growth and reallocation of land across the country, this is likely to continue. Industrial investment volumes remained strong at GBP8.3 billion in 2018, which, while representing a fall from 2017, was still 53% above the ten-year average, according to Knight Frank. Portfolio transactions played a key part in this, with 39 transactions completing in 2018 accounting for 31% of investment transactions by value. This has fallen off in Q1 2019, with LSH reporting 'At GBP1.4 billion, industrial volume was 40% below Q4 2018's record total but only 18% below trend.' Non-MLI portfolio Disposals In June 2018, Stenprop completed the disposal of its 50% joint venture interest in 25 Argyll Street in the West End of London, by a share sale. The sale valued the property at the 31 March 2018 valuation of GBP83.4 million and generated net proceeds of GBP22.8 million. Stenprop's disposal of its interest in Argyll Street reduced debt by GBP18.7 million. In February 2019 Stenprop sold the last of its central London office buildings, Euston House, by way of a sale of all of the shares of a special purchase vehicle that valued the property at GBP95 million, reflecting a GBP14.5 million premium to its book value of GBP80.5 million. This transaction released cash proceeds of approximately GBP66.0 million after transaction costs, rental top-ups and the repayment of external debt. The disposal marks a significant turning point in Stenprop's transition into UK multi-let industrial, and completed the sales plan of central London offices which commenced in late 2017. Remaining non-MLI assets The remainder of the non-MLI assets held in the UK will be sold over the coming years to facilitate further investment into MLI. Non-MLI assets comprise 24.3% of our UK portfolio by value and 13.7% of our total portfolio by value. They are made up of the following: - GBP57.8m - an office block in Guernsey (Trafalgar Court) let to Northern Trust for ten years - GBP13.3m - four single-let industrial units - GBP8.4m - a high tech industrial building in Reading - GBP4.4m - three retail assets We are actively reviewing the income expiry profile and asset management opportunities to maximise asset value in line with our disposal pipeline. MLI portfolio Acquisitions Since April 2018 Stenprop has concluded the acquisition of eight separate estates for GBP35.65 million along with a portfolio of a further 22 estates for GBP67.9 million. These acquisitions equated to 1.69m sq ft of MLI space occupied by 329 tenants paying a passing rent at acquisition of GBP7.44 million per annum, equating to an average rent of GBP4.40 psf per annum. The acquisition price reflected a capital value psf of GBP61, reflecting an approximate discount of 50% to estimated replacement cost. The individual estates were purchased from a range of vendors, including UK institutions, property companies and high net worth individuals. They represent a diverse geographical spread: being located in Shrewsbury, Leeds, Newport, Southampton, Preston, Aberdeen, Bridgwater and Stourbridge. The estates offer a strong tenant mix with excellent rental growth and asset management opportunities and fit well with our investment strategy of purchasing modern, purpose-built MLI. On 21 December 2018 we completed the acquisition of 22 industrial estates from Hansteen Holdings for GBP67.9 million. The portfolio met with our investment criteria of small units (averaging 3,500 sq ft), which appeal to a wide range of different businesses and are suitable for an array of uses. The average rent of GBP4.35/sq ft reflects a significant discount of more than GBP1/sq ft to our current portfolio average, demonstrating good potential for rental growth, while the acquisition price, which reflects a capital value of GBP59/sq ft, is around 50% of the replacement cost of the buildings. Stenprop currently has a further three estates under offer. These are geographically diverse and have an aggregate price of GBP11.3 million. Asset management Key like-for-like statistics - 1 April 2018 - 31 March 2019: Income profile Current passing rent has increased by 4.8% between 1 April 2018 and 31 March 2019. Void Voids reduced from 8.4% to 6.2%. Letting summary 126 transactions over the period: - 78 new lettings (GBP1.2 million per annum of rent) at an average premium to March 2018 ERV of 12.6%. - 48 lease renewals/re-gears (GBP1.0 million per annum of rent) at an average premium to March 2018 ERV of 9%. On average, the above lettings have been 17% ahead of the previous passing rent for each unit. New lettings have been 13.4% ahead of the previous passing rent for each unit and lease renewals/re-gears have been 21.7% ahead of previous passing rent on average. The average letting is in excess of 3.3 years contractual term certain, with an average rent-free period granted of 1.6 months. The average lease renewal/re-gear is in excess of 3.1 years contractual term certain, with an average rent-free period granted of 0.7 months. As at 31 March 2019 there were 71 units under offer to let (GBP1.53 million per annum of rent) at an average rent of GBP5.48 psf. Investment pipeline In the year to March 2019 we reviewed in excess of GBP2.6 billion of potential MLI acquisitions. Stenprop has appraised these with reference to our strict investment criteria outlined below: - purpose-built industrial accommodation; - multi-tenanted income profile; - located within or in close proximity to areas of high population; - locations with strong infrastructure; - areas of strong economic activity; and - acquisition cost below replacement cost. 2018 was dominated by portfolio transactions with an excess of GBP500 million of MLI portfolios trading. There have been fewer portfolios coming to market in 2019, but a steady pipeline of individual opportunities remains and there appear to be fewer buyers in the market for larger transactions of GBP10 million. We are currently reviewing 16 assets with a value in excess of GBP125 million and believe even with a reduction in overall transaction volumes we are well placed to achieve our GBP100 million per annum acquisition target. The pipeline is driven by an excellent network of agents/brokers located both in London and regional centres. This provides us with the market coverage required to ensure we are aware of all potential opportunities. With our focused investment strategy, strong balance sheet and proven track record of performance and execution, we receive a substantial number of 'off-market' and opportunistic approaches. Our ability to analyse and conclude transactions efficiently and effectively is an important attribute and allows Stenprop to achieve value in a competitive market. Property Report Germany Market environment The German economy delivered another year of growth in 2018, increasing by 1.5%. This level of growth was a slowdown on the 2.2% rise achieved in 2017. There are signs that this rate is set to slow further in 2019 as a result of the growing pressures on the global economy and trade wars. The export orientated economy is likely to be particularly vulnerable to this downturn given its exposure to the automotive industry which experienced lower order intake in the second half of the year. Private consumption remains an important driver for the economy. The labour market remains robust with unemployment dropping to its lowest level of 4.8%. The strength of the labour market is driving wage growth and consumer spending, which has been helped by historically low interest rates. The European Central Bank ended their extensive programme of purchasing bonds at the end of 2018, and it seems unlikely that interest rates will rise quickly, given the economic backdrop. Ten-year German government bonds are currently offering negative yields. The real estate market continues to perform well and attract both international and domestic capital. Investors are attracted by the consistent performance of the economy and low interest rate environment. CBRE cite that the strongest investment activity continues to be focused in the major cities, particularly Frankfurt, Berlin, Hamburg and Munich. In 2018, CBRE estimated that transaction volumes hit EUR77.4 billion, setting a new record, driven by the office sector. Occupation markets remain strong, particularly in the office sector, with sustained demand driving rental growth in many locations. Alternative investment products such as care homes and healthcare properties also saw strong investor interest alongside the industrial sector, which resulted in falling yields. At this late stage in the cycle, we think significant further yield compression is unlikely but there are also no near terms signs that prices will fall materially, barring an external shock to the market. Performance The German portfolio, including joint ventures, was independently valued at EUR292 million. This represents a like-for-like increase of 0.4% on the 31 March 2018 valuations of EUR291 million. Investment and asset management The German portfolio performed well over the course of the year as we completed business plans and maintained, and in some cases grew, occupancy across our portfolio. We made good progress with our repositioning of Bleichenhof in terms of both the construction and letting of the ground floor food court concept. Over the course of the year we pre-let 82% of the 2,600m(2) of space currently under refurbishment and due to open later in 2019. In addition, we signed a total of seven lease contracts on the upper floor offices totalling 3,000 sqm(2), producing an annual rental income of EUR688,000. With currently 1,200 m(2) of vacant space (7.0% vacancy rate for the full building, 750m(2) excluding the vacancy of the development), the building will be almost fully let once the development on the ground floor is completed. Our Berlin shopping centres continued to perform well, with all three centres virtually fully let. We completed the internal refurbishment and modernisation of the Victoria Centre and are in the process of leasing the final vacant unit at this centre. In December 2018, we completed the sale of the Aldi portfolio to Aldi themselves at a sale price of EUR35.8 million, being a 9.0% increase on the 31 March 2018 valuation of EUR32.8 million. In line with our business plan we will continue to drive the value of our assets ahead of potential sales over the following years as we look to transition to a focused UK MLI portfolio. Property Report Switzerland Market environment Switzerland's economy has been stable for some time with average GDP growth over the last decade of approximately 1.6%. In April 2019 the International Monetary Fund reported that it expected growth to slow down to 1.1% in 2019 with only moderate growth in 2020. This view is shared by the State Secretariat for Economic Affairs. An important part of the overall environment is the ongoing phase of low interest rates with the general consensus being that any substantial change in the near future is unlikely. Equally, inflation is forecasted to remain just below 1% in 2019. Performance Stenprop's remaining property at Lugano was valued at CHF 21.0 million in March 2019 compared to CHF 22.3 million in September 2018. The reduction of CHF 1.3 million (5.8%) was primarily as a result of a weakening of market rents over the period. Investment and asset management Further to our decision to exit the Swiss market, all the assets in the Swiss portfolio, except for the property at Lugano, were disposed of on 19 July 2018. The properties at Altendorf, Arlesheim, Chiasso, Baar, Vevey, Montreux and Sissach were sold for a gross purchase consideration of CHF 103.65 million, which represents a gain of CHF 0.42 million compared to the CHF 103.23 million valuation at 31 March 2018. The repositioning of the Lugano property from a retail centre to a gym and wellness centre was completed with the opening of the facility taking place in March 2019. In line with our stated strategy, we are actively seeking to dispose of this property and will do so at an opportune time as soon as practicable. Financial Review Stenprop's board of directors has declared a dividend of 3.375 pence per share for the six months ended 31 March 2019, bringing the full year distribution to 6.75 pence per share (2018: 8.00 pence), in line with market guidance. Diluted IFRS earnings per share ('EPS') was 8.35 pence (2018: 13.89 pence), while the diluted adjusted European Public Real Estate Association ('EPRA') EPS amounted to 8.84 pence, compared with prior year of 9.09 pence (-2.75%). The property income component included in the latter figure amounted to 6.79 pence (2018: 7.29 pence), a decline of 6.86%. The full year distribution of 6.75 pence per share is therefore fully covered by property-related earnings. The decline in earnings and dividend is primarily the result of Stenprop's previously announced strategic repositioning to become a fully-focused UK MLI REIT, cease its legacy third party management activity and reduce its borrowings. At 31 March 2019 Stenprop had reduced its total borrowings to 44.2% of gross assets (its 'LTV' ratio), from 49.2% one year earlier, and 55% at 30 September 2017. Stenprop intends to reduce its LTV ratio to below 40% by 31 March 2020. The diluted IFRS net asset value('NAV') per share remained constant at GBP1.36 compared with the prior year, while the diluted EPRA NAV per share was also flat at GBP1.41. On a like-for-like basis, the valuation of the portfolio increased 0.8% over the prior year. Earnings Basic earnings attributable to ordinary shareholders for the year ended 31 March 2019 dropped 39.46% to GBP23.8 million (2018: GBP39.4 million), equating to a diluted IFRS EPS of 8.35 pence (2018: 13.89 pence). This was driven mainly by a smaller increase in the fair value of investment properties compared with the prior year, and to a lesser extent by the effects of deleveraging. Net rental income from continuing operations (excluding Switzerland) increased by 3.18% over the prior year to GBP33.9 million. The UK MLI component of net rents contributed GBP12.1 million to the total at year end, an 82.13% increase over the amount of GBP6.64 million contributed by this segment in the prior year. At the same time, the non-MLI contribution has decreased by GBP4.59 million as a result of sales of non-MLI property pursuant to Stenprop's transition into the MLI sector. Net management fee income totalled GBP5.85 million for the period (2018: GBP5.09 million). These fees relate to management and administration services provided by Stenprop to certain managed property syndicates and funds which had historically been managed by the Group as an ancillary part of its legacy business. Included in the total was a net performance fee of GBP3.7 million and management fees of GBP0.3 million which relate to a managed property in Frankfurt that was sold in August 2018. As previously announced, Stenprop has withdrawn from its historic funds management activities, and its future management fee income will be insignificant. Operating expenses of GBP11.26 million (2018: 8.29 million) included approximately GBP0.9 million of one-off costs associated with the REIT conversion and listing on the LSE, as well as costs of GBP1.2 million associated with the aborted acquisition of a material MLI portfolio. The latter acquisition was aborted at a late stage as a result of due diligence findings, which did not support the price demanded by the seller. Staff costs have increased by approximately GBP0.45 million year on year, reflecting a full year of increased staff levels following the acquisition of the C2 management platform in June 2017, whilst employee share-based payments rose GBP0.45 million to GBP0.74 million. The latter is mainly because the three-year LTIP has now run for two years and hence the current year charge reflects an additional year of provision for the LTIP compared with the prior year. In accordance with reporting standards widely adopted across the real estate industry in Europe, the board of directors feels it is appropriate and useful, in addition to providing the IFRS disclosed earnings, to disclose EPRA earnings as well. Adjusted EPRA earnings attributable to shareholders were GBP25.24 million (2018: GBP25.76 million), equating to a diluted adjusted EPRA EPS of 8.84 pence (2018: 9.09 pence), a 2.75% decrease. The diluted adjusted EPRA EPS attributable to the property rental business amounts to 6.79 pence per share (2018: 7.29 pence), with the remaining amount of 2.05 pence being attributable to the net management fee income. Stenprop has considered the adoption of further EPRA metrics and in line with best practice believes it useful to disclose the EPRA cost ratio (including direct vacancy costs). The EPRA cost ratio includes all administrative and operating expenses in the IFRS statements (including share of joint ventures). The EPRA cost ratio (including direct vacancy costs) for the year ended 31 March 2019 was 31.8% (2018: 28%). Dividends On 5 June 2019, the board of directors ('the Board') declared a final dividend of 3.375 pence per share (2018: 4.00 pence) which, together with the interim dividend of 3.375 pence per share (2018: 4.00 pence per share) declared on 21 November 2018, results in a total dividend for the year ended 31 March 2019 of 6.75 pence per share (2018: 8.00 pence per share). The total dividend for the year is fully covered by property-related earnings of 6.79 pence per share. Part of the distribution will be a Property Income Distribution (known as a PID) which, subject to certain exemptions, will attract UK withholding tax. The dividend of 6.75 pence per share represents a dividend yield of 6.03% on the share price at 31 May 2019 of GBP1.12, and a yield of 4.79% on the diluted EPRA NAV per share at 31 March 2019 of GBP1.41. Subject to the receipt of regulatory approvals, the directors intend to offer shareholders the option to receive all or part of their dividend entitlement by way of a scrip issue of new Stenprop ordinary shares, or in cash. An announcement containing details of the dividend, the timetable and the scrip dividend terms will be made on 9 July 2019. It is expected that the Company's shares will commence trading ex-dividend on 24 July 2019 on the JSE and on 25 July 2019 on the LSE. The record date for the dividend is expected to be 26 July 2019 and the dividend payment date is expected to be 16 August 2019. In respect of this dividend, given the Company's share price, which is at a discount relative to NAV, the directors intend to match any scrip scheme take-up through share repurchases to mitigate the dilutive effect that would otherwise occur from the issuance of new ordinary shares. As one of the conditions of being a UK REIT, Stenprop must distribute 90% of its aggregate UK property rental business profits, as calculated for tax purposes and arising in the accounting year, by way of a dividend within 12 months of the accounting year end. There is no requirement to distribute non-UK property rental business profits, profits from third party management fees or capital gains. Notwithstanding this, Stenprop intends to distribute at least 90% of its UK and non-UK property-related EPRA earnings. Distributions of other non-property-related earnings will be evaluated from time to time by the Board. In considering the payment of this dividend, the Board has chosen to retain the earnings associated with the non-recurring management fees earned in the period, which equated to 2.05 pence per share. Distribution of non-property-related earnings will continue to be evaluated by the Board from time to time. Net asset value The IFRS basic and diluted net asset value per share at 31 March 2019 was GBP1.38 and GBP1.36 respectively (2018: basic GBP1.37; diluted GBP1.36) (see note 15). As is the case regarding the disclosure of EPRA earnings, the directors feel that it is appropriate and useful, in addition to IFRS NAV, to disclose EPRA NAV. The diluted EPRA NAV per share at 31 March 2019 was GBP1.41 (2018: GBP1.41). Including the Company's share of joint ventures, its investment properties were valued at GBP612.9 million (31 March 2018: GBP733.6 million), of which GBP16.2 million were classified as assets held for sale at 31 March 2019 (31 March 2018: GBP121.8 million). Assets held for sale consist of the sole remaining asset in the Swiss portfolio. On a like-for-like basis, excluding the impact of additions and disposals in the period, the valuation of the portfolio since 31 March 2018, before currency movements, increased by 1.8% but after taking into account the decline in the euro against sterling at year end, the increase was 0.8%. United Kingdom The UK portfolio was independently valued at GBP345.4 million. On a like-for-like basis, after excluding the sale of the London offices, being Argyll Street and Euston House, and the MLI acquisitions during the year, the valuation of the UK portfolio increased by GBP7.87 million, or 3.35%, on the valuation at 31 March 2018. Key movements include an increase in the value of Coningsby Park of GBP3.45 million as a result of the refurbishment of the property, and further valuation increases on the remaining MLI portfolio amounting to GBP10.87 million. These were partially offset by a downward valuation of GBP2.05 million (3.43%) of the Trafalgar Court property in Guernsey, driven by a softening of yields on the island. A reduction of GBP2.25 million in the value of certain regional retail assets was largely offset by an increase in the valuation of the regional portfolio of single let warehouses of GBP1.31 million. During the year, eight MLI estates were acquired as single asset purchases at a total purchase price of GBP35.7 million excluding acquisition costs, and these estates were valued by third party valuers JLL at GBP36.4 million at year end, an increase of 1.9%. A further 22 estates were acquired as a portfolio in December 2018 at a purchase price of GBP67.9 million. Acquisition costs associated with the acquisitions made during the year amounted to GBP6.6 million, which are effectively written off during the valuation process. In line with accounting standards and the RICS red book valuation guide, the assets are required to be valued on an individual basis in the financial statements. This valuation was undertaken by JLL and amounted to GBP66.5 million at 31 March 2019. Germany The German portfolio (excluding joint ventures) was independently valued at EUR252.6 million. On a like-for-like basis, excluding the sale of the Aldi portfolio of properties, the valuation of the German portfolio increased by EUR0.9 million, up 0.4% on the prior year end valuation. The third-party valuation of the Bleichenhof property in the centre of Hamburg reflected a EUR5.6 million (3.76%) uplift, primarily due to increased lettings and progress of development works. However, based on a very recent report received from engineering consultants, the directors have decided to reduce the valuation to take account of EUR7 million of anticipated costs associated with major works to the car park. This results in the EUR5.6 million uplift becoming a EUR1.4 million reduction in value compared to the prior year. Elsewhere, the three central Berlin retail centres experienced a combined uplift of EUR3.5 million and are now valued at EUR78.7 million, an increase of 4.7% on the prior year. This was partially offset by a decline in the value of the five Bikemax properties, which experienced a EUR1.22 million reduction in value, or 4.4% reflecting the diminishing lease term. Switzerland The remaining Swiss property situated in Lugano was valued at CHF21.0 million compared with the prior year end valuation of CHF20.93 million. As previously reported, following a decision to sell the Swiss portfolio, this asset was classified as held for sale in the financial statements. Joint ventures The Care Homes portfolio in Germany was independently valued at EUR39.40 million, effectively flat compared with the 31 March 2018 valuation of EUR39.34 million. Debt In accordance with its strategy to deleverage its portfolio, Stenprop reduced its group LTV from 55% at 30 September 2017 and 49.2% at 31 March 2018 to 44.2% at 31 March 2019. This was achieved by applying part of the proceeds from the sale of non-MLI assets during the year towards the reduction of debt, with the remaining part being utilised for the acquisition of MLI assets. Stenprop intends to further reduce its borrowings to below 40% LTV by 31 March 2020 by utilising part of the proceeds from further sales of its non-MLI assets. Thereafter, the directors will employ a level of borrowings that they consider to be prudent for the asset class, taking into account prevailing market conditions. During the transition phase, and depending on the timing of disposals and acquisitions, new acquisitions may be funded by drawing down on a GBP50 million revolving credit facility ('RCF') from Investec Bank plc. It is intended that drawdowns under the Investec RCF will be short term and will be replaced as soon as possible from a combination of disposal proceeds and five-year debt finance at an average of 40% of the purchase price. The RCF matures in October 2019 and new terms are currently being negotiated. The value of the property portfolio at year end, including the Group's share of joint venture properties and assets held for sale, was GBP612.9 million, whilst senior bank debt at the same date was GBP271.0 million, resulting in the reduced LTV of 44.2%. Cash reserves at year end totalled GBP59.2 million, including GBP8.7 million of restricted cash. When unrestricted cash is added to this measure our overall LTV was 36.0%. Free cash available for MLI property acquisitions in the year ended 31 March 2010 amounted to approximately GBP35 million. The weighted average debt maturity stood at 3.0 years at 31 March 2019 compared with 2.9 years at 31 March 2018. The only asset held for sale, being the remaining Swiss property situated in Lugano, is funded on a three-month basis which rolls at the end of each such three-month term. The Bleichenhof property situated in Hamburg, being the largest single asset in the Stenprop portfolio, has debt of EUR84.9 million, giving an LTV of 57.60%, and a 2.9 year term to maturity. It is intended to market this asset for sale during the financial year ended 31 March 2020. Excluding assets held for sale, annual amortisation payments are GBP0.44 million (31 March 2018: GBP3.30 million). The decrease since the prior year relates primarily to the Trafalgar Court loan facility, where amortisation payments ceased following the reduction in the loan from GBP34.71 million at the prior year end to GBP30 million at 31 March 2019. The all-in contracted weighted average cost of debt was 2.46% at year end, slightly up from 2.44% at 31 March 2018. The Group mitigates interest rate risk through the use of derivative instruments such as interest rate swaps or interest rate caps in respect of at least 75% of its interest rate exposure. The Group utilises derivative instruments solely for the purposes of efficient portfolio management. Foreign exchange At 31 March 2019, approximately 35.5% of Stenprop's net asset value and 32.6% of its net rents are denominated in euros. Consequently, the GBP:EUR exchange rate has a material impact on reported GBP earnings and net asset values. At the start of April 2018, the GBP:EUR rate was GBP1.00:EUR1.1370 and the euro weakened over the year by 2.18% to GBP1.00:EUR1.1617 as at 31 March 2019. Stenprop matches the currency of borrowings to the underlying asset. Where the timing and amount of a liability has been determined, and where it will be met from the proceeds of a sale which is also known in terms of timing and amount, the currency risk is managed through hedging instruments. Stenprop's diversification across the UK, Germany and, to a lesser extent, Switzerland (until the remaining Swiss asset is sold) continues to provide a natural spread of currencies and it remains our policy not to hedge this natural spread, thereby maintaining a multi-currency exposure. Conclusion In the year under review, Stenprop has delivered on its goals to convert to a UK REIT, to list on the LSE, to reduce gearing to below 45% and to pay a total dividend in relation to the year ended 31 March 2019 of 6.75 pence per share. As set out elsewhere in this report, it remains on track to meet its two-year goal to have its portfolio comprise at least 60% MLI by 31 March 2020, and to reduce its leverage to below 40% by that date. The Company's objective is to deliver sustainable and growing income to its shareholders. The impact on earnings and distributions during this period of transition will depend on several factors, including the timing and commercial terms of acquisitions and disposals, and the implementation of the deleveraging policy. A key challenge is the minimisation of cash surpluses to mitigate earnings dilution (so-called 'cash drag'). Ideally, acquisitions should take place in advance of disposals and be funded in the short-term using the Investec RCF. Whilst this always remains the goal, market conditions are not always conducive to achieving this. Given the nature of its business, Stenprop has adopted distribution per share as its key performance measure, as this is considered more relevant than earnings or headline earnings per share. Patsy Watson Chief Financial Officer Consolidated Statement of Comprehensive Income For the year ended 31 March 2019 31 March 31 March 2019 2018 Note GBP'000 GBP'000 Continued operations Net rental income 6 33,905 32,861 Rental income 44,502 42,349 Property expenses (10,597) (9,488) Net management fee income 5 5,846 5,092 Management fee income 9,541 5,092 Adjustment to deferred consideration (3,695) - Operating costs 7 (11,258) (8,290) Net operating income 28,493 29,663 Fair value (loss)/gain on investment properties (3,404) 20,223 Income from associates 18 101 292 Income from joint ventures 19 1,607 7,624 Profit/(loss) on disposal of subsidiaries 29 11,126 (26) Profit from operations 37,923 57,776 Net (loss)/gain from fair value of derivative financial instruments (1,092) 2,453 Interest receivable 355 356 Finance costs 9 (8,251) (9,843) Net foreign exchange loss (102) (492) Other losses (60) - Gain on disposal of property 17 1,046 Goodwill impairment 27 - (3,500) Profit for the year before taxation 28,790 47,796 Current tax 10 (1,963) (563) Deferred tax 10 (480) (4,286) Profit for the year from continuing operations 26,347 42,947 Discontinued operations Loss for the year from discontinued operations 20 (2,323) (2,712) Profit for the year 24,024 40,235 Profit attributable to: Equity holders 23,828 39,357 Non-controlling interest derived from continuing operations 196 878 Other comprehensive income Items that may be reclassified subsequently to profit or loss: Foreign currency translation reserve (1,272) (154) Total comprehensive profit for the year 22,752 40,081 Total comprehensive profit attributable to: Equity holders 22,556 39,203 Non-controlling interest 196 878 Earnings per share Pence Pence From continuing operations IFRS EPS 14 9.26 14.94 Diluted IFRS EPS 14 9.16 14.85 From continuing and discontinued operations IFRS EPS 14 8.43 13.98 Diluted IFRS EPS 14 8.35 13.89 Consolidated Statement of Financial Position As at 31 March 2019 31 March 31 March 2019 2018 Note GBP'000 GBP'000 ASSETS Non-current assets Investment properties 16 562,815 535,509 Investment in associates 18 - 303 Investment in joint ventures 19 14,542 14,660 Other debtors 21 13,365 13,617 Derivative financial instruments 26 - 712 590,722 564,801 Current assets Cash and cash equivalents 22 57,425 24,549 Trade and other receivables 21 6,699 8,208 Assets classified as held for sale 21,423 147,408 85,547 180,165 Total assets 676,269 744,966 LIABILITIES Current liabilities Bank loans 24 29,805 2,800 Taxes payable 1,625 2,792 Derivative financial instruments 26 176 - Accounts payable and accruals 23 16,862 14,622 Liabilities directly associated with assets classified as held for sale 9,326 67,707 57,794 87,921 Non-current liabilities Bank loans 24 215,285 256,697 Derivative financial instruments 26 554 699 Deferred tax 30 10,416 9,379 226,255 266,775 Total liabilities 284,049 354,696 Net assets 392,220 390,270 EQUITY Capital and reserves Share capital and share premium 12 322,993 315,551 Equity reserve (15,708) (8,453) Retained earnings 60,952 57,947 Foreign currency translation reserve 21,014 22,286 Total equity attributable to equity shareholders 389,251 387,331 Non-controlling interest 2,969 2,939 Total equity 392,220 390,270 GBP GBP IFRS net asset value per share 15 1.38 1.37 The consolidated financial statements were approved by the board of directors on 5 June 2019 and signed on its behalf by Patsy Watson Chief Financial Officer Consolidated Statement of Changes in Equity For the year ended 31 March 2019 Foreign Share capital currency Attributable Non- and share Equity Retained translation to equity controlling Total premium reserve earnings reserve shareholders interest equity Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Balance at 1 April 2018 315,551 (8,453) 57,947 22,286 387,331 2,939 390,270 Issue of share capital 12 7,377 - - - 7,377 - 7,377 Exercised share bonus plan 65 (65) - - - - - Credit to equity for equity- 13 - 730 - - 730 - 730 settled share-based payments Repurchase of own shares - (7,920) - - (7,920) - (7,920) Total comprehensive - - 23,828 (1,272) 22,556 30 22,586 profit/(loss) for the period Ordinary dividends 11 - - (20,823) - (20,823) - (20,823) Balance at 31 March 2019 322,993 (15,708) 60,952 21,014 389,251 2,969 392,220 Balance at 1 April 2017 310,141 (8,976) 40,945 22,440 364,550 2,051 366,601 Issue of share capital 12 5,410 (16) - - 5,394 - 5,394 Credit to equity for equity- 13 - 539 - - 539 - 539 settled share-based payments Total comprehensive - - 39,357 (154) 39,203 888 40,091 profit/(loss) for the year Ordinary dividends 11 - - (22,355) - (22,355) - (22,355) Balance at 31 March 2018 315,551 (8,453) 57,947 22,286 387,331 2,939 390,270 Consolidated Statement of Cash Flows For the year ended 31 March 2019 31 March 31 March 2019 2018 Note GBP'000 GBP'000 Operating activities Profit from operations from continuing operations 37,923 57,776 Loss from discontinued operations 20 (3,034) (2,127) 34,889 55,649 Share of gains from associates (101) (292) Decrease/(increase) in fair value of investment property 5,259 (14,305) Share of profit in joint ventures (1,607) (7,624) Dividends received from associates 18 - Dividends received from joint ventures 1,367 563 (Profit)/loss on disposal of subsidiaries (8,890) 26 Exchange rate losses (102) (492) Increase in trade and other receivables (1,124) (416) Increase/(decrease) in trade and other payables 3,818 (594) Interest paid (7,850) (9,098) Interest received 1,149 976 Net tax paid (2,383) (855) Net cash from operating activities 24,443 23,538 Contributed by: Continuing operations 25,382 20,552 Discontinued operations (939) 2,986 Investing activities Asset acquisitions 27 - (57,858) Purchases of investment property 16 (110,188) (22,831) Capital expenditure 16 (9,996) (5,553) Proceeds on disposal of investment property 82,590 35,850 Acquisition of investment in joint venture - 1 Proceeds on disposal of investment in associate 18 391 18,345 Proceeds on disposal of joint venture 22,726 - Disposal of subsidiary 29 74,094 42,608 Net cash disposed of in subsidiary 29 (2,132) (1,831) Net cash from investing activities 57,485 8,731 Financing activities New bank loans raised 37,051 20,703 New third party loans raised 25 48,086 34,080 Dividends paid (13,151) (22,355) Repayment of borrowings (61,208) (29,509) Repayment of third party loans 25 (48,086) (34,591) Repurchase of shares (7,920) - Financing fees paid (1,054) (1,247) Net cash used in financing activities (46,282) (32,919) Net increase/(decrease) in cash and cash equivalents 35,646 (650) Effect of foreign exchange (losses)/gains (1,713) 110 Cash and cash equivalents at beginning of the period 25,287 25,827 Cash and cash equivalents at end of the period 59,220 25,287 Contributed by: Continuing operations 22 57,425 24,549 Discontinued operations and assets held for sale 22 1,795 738 Notes to the Consolidated Financial Statements 1. General Information Stenprop Limited (the 'Company' and together with its subsidiaries the 'Group') is registered in Guernsey with effect from 23 March 2018 (Registration number 64865). The registered address of the Company is Kingsway House, Havilland Street, St Peter Port, GY1 2QE, Guernsey. With effect from 1 May 2018, the Company converted to a UK real estate investment trust ('REIT'). 2. Basis of preparation The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS's) as issued by the IASB, the JSE Listings Requirements, the Disclosure and Transparency Rules of the UK's FCA and applicable Guernsey law. The consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of investment properties and financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. The principal accounting policies, which are consistent with those applied in the previous annual financial statements, except for the adoption of new and revised standards (described below), are set out below. The consolidated financial statements are presented in GBP (Pounds Sterling). The financial information set out in these preliminary summarised audited financial statements does not constitute the Company's statutory accounts for the years ended 2019 and 2018, but is derived from those accounts. The auditors have reported on those accounts; their reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under The Companies (Guernsey) Law, 2008. A copy is available upon written request from the Company's registered office. The auditors' reports do not necessarily report on all of the information contained in these financial results. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditors' engagement they should obtain a copy of the auditors' reports together with the accompanying financial information from the issuer's registered office. Going concern At the date of signing these consolidated financial statements, the Group has positive operating cash flow forecasts and positive net assets. Management has reviewed the Group's cash flow forecasts for the 18 months to 30 September 2020 and, in light of this review and the current financial position, they are satisfied that the Company and the Group have access to adequate resources to meet the obligations and continue in operational existence for a period of at least twelve months from the date of these financial statements. The directors believe that it is therefore appropriate to prepare the accounts on a going concern basis. Note 31 to the consolidated financial statements includes the Group's objectives, policies and procedures for managing its market, credit, interest and liquidity risks. Adoption of new and revised standards In the current period the following new and revised Standards and Interpretations have been adopted. Their adoption has not had any material impact on the disclosures or the amounts reported in these financial statements: - IAS 40 (amendments) Transfers of Investment Property - IFRS 2 (amendments) Classification and Measurement of Share-based Payment Transactions - IFRS 4 (amendments) Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts - IFRS 9 Financial Instruments - IFRS 15 Revenue from Contracts with Customers - IFRIC 22 Foreign Currency Transactions and Advance Consideration At the date of approval of these consolidated financial statements, the Group has not applied the following new standard that has been issued but is not yet effective: IFRS 16 Leases IFRS 3 Amendments resulting from annual improvements 2015-2017 Cycle IFRS 9 Amendments regarding prepayment features with negative compensation and modifications of financial liabilities IFRS 11 Amendments resulting from annual improvements 2015-2017 Cycle IFRS 17 Original Issue IAS 1 Amendments regarding the definition of material IAS 8 Amendments regarding the definition of material IAS 12 Amendments resulting from annual improvements 2015-2017 Cycle IAS 19 Amendments regarding plan amendments, curtailments or settlements IAS 23 Amendments resulting from annual improvements 2015-2017 Cycle IAS 28 Amendments regarding long-term interests in associates and joint ventures Impact assessment of adopting new accounting standards Management are in the process of assessing these standards and do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the Group in future periods. IFRS 9: Financial Instruments. This standard replaces the guidance in IAS 39 Financial Instruments: Recognition and Measurement and outlines an impairment model which reflects expected credit losses. This differs from IAS 39 which only recognised those credit losses which have been incurred. The new impairment model applies to the Group's financial assets including trade and other receivables and cash and cash equivalents. It does not apply to financial liabilities as derivative financial instruments continue to qualify for designation as at fair value through profit and loss under IFRS 9. Where applicable the Group has applied a simplified approach to recognise expected credit losses for current assets. There has been no material change in the classification and recognition of financial assets with no material quantitative impact due to the recognition of an expected credit loss, with no corresponding reduction in financial assets. IFRS 15: Revenue from Contracts with Customers. This standard combines a number of previous standards, setting out a five-step model for the recognition of revenue as well as establishing principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue. The standard applies to service charge income; car park income, performance and management fee income. Rental income arising from the leasing of property continues to be within the scope of IAS 17. Management has assessed that the operating leases of the business are combined and have no separate performance obligations identifiable therein. In regard to management and performance fees, fees earned are based on investments with infinite lives and are not subject to claw-back on a cumulative basis. For these reasons the changes introduced by IFRS 15 have resulted in no qualitative changes to the revenue disclosure and have no quantitative impact on the consolidated financial statements of the Group. IFRS 16: Leases. This standard does not impact the Group's financial position as a lessor or the Group's rental income from its investment properties. The standard requires lessees to recognise a right-of-use asset and related lease liability representing the obligation to make lease payments. Having reviewed the Group's operating leases, the most significant is the lease of office space at 180 Great Portland Street, London. The right-of-use asset and corresponding lease liability expected to be recognised is approximately GBP730,000 with the net impact on the income statement also being immaterial. 3. Significant accounting policies Basis of consolidation Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, the results of the subsidiaries acquired or disposed of during the period are included in the consolidated statement of comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non- controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non- controlling interests, even if this results in the non-controlling interests having a deficit balance. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with the Group's accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation. When the Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest, and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRS). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial Instruments or, when applicable, the costs on initial recognition of an investment in an associate or jointly controlled entity. Joint ventures The Group's investment properties are typically held in property-specific special purpose vehicles ('SPVs'), which may be legally structured as joint ventures. In assessing whether a particular SPV is accounted for as a subsidiary or joint venture, the Group considers all of the contractual terms of the arrangement, including the extent to which the responsibilities and parameters of the venture are determined in advance of the joint venture agreement being agreed between the two parties. The Group will then consider whether it has the power to govern the financial and operating policies of the SPV, so as to obtain benefits from its activities, and the existence of any legal disputes or challenges to this control in order to conclude on the classification of the SPV as a joint venture or subsidiary undertaking. The Group considers this position with the evidence available at the time. The consolidated financial statements account for interests in joint ventures using the equity method of accounting per IFRS 11. Business combinations and asset acquisitions Business combinations are accounted for using the acquisition method and any excess of the purchase consideration over the fair value of the net assets acquired is initially recognised as goodwill and reviewed for impairment. Any discount received and/or acquisition costs are recognised in the consolidated income statement. Where an acquisition of properties held within a corporate structure is not judged to be an acquisition of a business, the transaction is accounted for as if the Group had acquired the underlying properties directly. Revenue recognition The Group earns returns from investments in direct property assets and management fees. Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the Group and the amount of revenue can be measured reliably. Revenue includes amounts receivable in respect of property rental income and service charges earned in the normal course of business, net of sales-related taxes. Rental income from operating leases is recognised on an accruals basis. A rent adjustment based on open market estimated rental value is recognised from the rent review date in relation to unsettled rent reviews. Where a significant rent-free period is included in a lease, the rental income forgone is allocated evenly over the period from the date of lease commencement to the expiry date of the lease. Rental income from fixed and minimum guaranteed rent reviews is recognised on a straight-line basis over the entire lease term. Where such rental income is recognised ahead of the related cash flow, an adjustment is made to ensure the carrying value of the investment property, including the accrued rent, does not exceed the external valuation. Initial significant direct costs incurred in negotiating and arranging a new lease are amortised on a straight-line basis over the period from the date of lease commencement to the expiry date of the lease. Where a lease incentive payment, or surrender premium is paid to enhance the value of a property, it is amortised on a straight-line basis over the period from the date of lease commencement to the expiry date of the lease. Upon receipt of a surrender premium for the early determination of a lease, the profit, net of dilapidations and non-recoverable outgoings relating to the lease concerned, is immediately reflected in income. Contingent rents, such as turnover rents, rent reviews and indexation, are recorded as income in the periods in which they are earned. Management fees are recognised in the income statement over time as performance obligations are satisfied. Service charge income is recognised in the accounting period in which the services are rendered and the related property expenses are recognised in the period in which they are incurred. Foreign currencies The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position are expressed in GBP Sterling, which is the functional currency of the Company and the presentational currency for the Group. In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each statement of financial position date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised in profit or loss for the period in which they arise. For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognised in other comprehensive income and accumulated in equity (attributed to non-controlling interests as appropriate). Borrowing costs Interest costs are recognised in the consolidated statement of comprehensive income using the effective interest rate method. Borrowing costs directly attributable to arranging finance are amortised over the facility term in the consolidated statement of comprehensive income. Current tax Tax currently payable is based on taxable profit for the year. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Non-controlling interest Non-controlling interests in the net assets (excluding goodwill) of consolidated subsidiaries are identified separately from the Group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling interests' share of the changes in equity since the date of the combination. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance. Investment properties Properties held to earn rental income and/or capital appreciation are classified as investment properties. Investment properties comprise both freehold and long leasehold land and buildings. Investment properties are recognised as assets when: - it is probable that the future economic benefits that are associated with the investment property will flow to the Group; - there are no material conditions precedent which could prevent completion; and - the cost of the investment property can be measured reliably. Investment properties are measured initially at cost, including related transaction costs. After initial recognition, investment properties are carried at fair value, determined by the directors and/or based on independent external appraisals. The Group uses the valuations prepared by its independent valuers as the fair value of its investment properties. These valuations are undertaken in accordance with the appropriate sections of the current Practice Statements contained in the Royal Institution of Chartered Surveyors Valuation - Professional Standards ('Red Book'). This is an internationally accepted basis of valuation. The valuations are based upon assumptions including contractual and estimated rental values, future rental income, anticipated maintenance costs, future development costs and appropriate discount rates. The valuers also make reference to market evidence of transaction prices for similar properties. The difference between the fair value of a property at the reporting date and its carrying amount prior to remeasurement is included in the consolidated statement of comprehensive income as a valuation surplus or deficit. Cash and cash equivalents Cash and cash equivalents in the balance sheet comprise cash at banks and short-term deposits with an original maturity of three months or less. Expenditure Expenses are accounted for on an accrual basis. Financial instruments A financial instrument is a contract that gives rise to a financial asset to one entity and a financial liability or equity instrument to another. The classification of financial assets and financial liabilities depends on the nature and purpose of the instrument and is determined at the time of initial recognition. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets at fair value through profit or loss ('FVTPL')) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognised immediately in the statement of comprehensive income. In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 - Inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 - Inputs are unobservable inputs for the asset or liability. Financial assets The Group classifies its financial assets as either at fair value through profit and loss or amortised cost. The Group's financial assets classified at amortised cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They include current assets with maturities or terms less than 12 months after the reporting date, as well as financial assets with maturities greater than 12 months after the reporting date, which are classified as non-current assets. Financial assets, including those relating to the purchase of Stenprop shares (note 21), are measured at amortised cost using the effective interest method, less any loss allowance for expected credit losses (ECL) which are recognised in the statement of comprehensive income. The amount of expected credit loss is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The effective interest rate is the rate that exactly discounts estimated future cash receipts excluding expected credit losses, through the expected life of the financial instrument, or, where appropriate, as shorter period, to the gross carrying amount of the financial instrument on initial recognition. In the case of short-term trade receivables and other debtors the Group recognises lifetime ECL in accordance with the simplified approach under IFRS 9 Financial Instruments. The expected credit losses on these financial assets are estimated based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current and forecast direction of conditions at the reporting date. The carrying amount of the financial asset is reduced by the ECL directly for all financial assets. When a trade receivable is considered uncollectable, it is written off against the ECL provision account. Changes in the ECL are recognised in the statement of comprehensive income in the period. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset have expired or have been transferred and the Group has transferred substantially all risk and rewards of ownership of the asset to another entity. Financial liabilities and equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual agreement. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all its liabilities. Ordinary shares are classed as equity. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs. The Group's financial liabilities comprise interest-bearing borrowings, loans and payables and trade payables. Financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument. Financial liabilities are measured at amortised cost using the effective interest method. Trade and other payables are valued at their nominal value as the time value of money is immaterial for these current liabilities. The Group derecognises financial liabilities when the Group's obligations are discharged, cancelled or they expire. Interest rate swaps have been initially recognised at fair value, and subsequently remeasured at fair value through profit and loss in accordance with IFRS 9, Financial Instruments. They have been entered into in order to hedge against the exposure to variable interest rate loans as described in note 26. They have been valued by an independent valuer in line with internationally accepted practice. A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. It is Group policy not to hedge account. Other derivatives are presented as current assets or current liabilities. Non-current assets and disposal groups held for sale A non-current asset or a disposal group (comprising assets and liabilities) is classified as held for sale if their carrying amount is expected to be recovered or settled principally through sale rather than through continuing use. The asset or disposal group must be available for immediate sale, have the appropriate level of management commitment and the sale must be highly probable within one year of the reporting date. Investment properties included in the held for sale category continue to be measured in accordance with the accounting policy for investment properties. Segmental reporting An operating segment is a component of the Group that engages in business activities from which it may earn revenues and in respect of which it may incur expenses. An operating segment's operating results are reviewed regularly by the Chief Operating Decision Makers (the executive directors) to inform decisions about resources to be allocated to the segment and to assess its performance. Segmental financial information is available as disclosed in Note 5. Dividends Dividends to the Group's ordinary shareholders are recognised when they are declared. This is when they are approved by the Board. Earnings per share Earnings per share is calculated on the weighted average number of shares in issue in respect of the current period and is based on the profit attributable to the ordinary shareholders. Share-based payments Deferred Share Bonus Plan and Long term incentive plans Share options are granted to key management. The cost of equity-settled transactions is measured with reference to the fair value at the date at which they were granted. The Company accounts for the fair value of these options on a straight-line basis over the vesting period in the statement of comprehensive income, with a corresponding increase to the share-based payment reserve in equity. The cost to the Company is based on the Company's best estimate of the number of equity instruments that will ultimately vest. Readers are referred to note 13: Share-based payments, where share-based payments are further disclosed. Share Purchase Plan As part of the Group's previous remuneration policy, the Company awarded shares to qualifying participants, funded through the advance of loans to the participants. Loans advanced under the share purchase plan are interest-bearing at a rate equal to the average interest rate incurred by the Group from time to time. Interest is payable six monthly in arrears. Loans are repayable within 30 days of cessation of employment or loss of office (unless the participant ceases employment in circumstances beyond his or her control, in which case the loan is repayable within 12 months), and must in all circumstances be repaid in ten years. All dividends received by such employees (or his or her nominee) by virtue of their shareholding must first be utilised to discharge any interest outstanding in terms of the loan advanced in terms of the Share Purchase Plan. The loans have full recourse to the participants and as such fall outside of the scope of IFRS 2 and are accounted for as financial instruments under IFRS 9. The participants must charge their shares by way of security for the loan. The loans have full recourse to the participants who waive all rights to compensation for any loss in relation to the Plan. No further awards will be made under the Share Purchase Plan. Repurchase of share capital (Own Shares) Where share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognised as a deduction from equity. Such shares may either be held as Own Shares (treasury shares) or cancelled. Where Own Shares are subsequently re-sold from treasury, the amount received is recognised as an increase in equity. 4. Critical accounting judgements and key sources of estimation uncertainty The preparation of the consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the Group's accounting policies. Although the estimates are based on management's best knowledge of the amount, events or actions, actual results may ultimately differ from those estimates. The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting year, that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. Significant estimates Investment properties The Group's investment properties are stated at estimated fair value, determined by directors, based on an independent external appraisal. The valuation of the Group's property portfolio is inherently subjective due to a number of factors including the individual nature of each property, its location, expectation of future rentals and the discount yield applied to those cash flows. As a result, the valuations placed on the property portfolio are subject to a degree of uncertainty and are made on the basis of assumptions that may not prove to be accurate, particularly in years of volatility or low transaction flow in the market. The estimated market value may differ from the price at which the Group's assets could be sold at a particular time, since actual selling prices are negotiated between willing buyers and sellers. As a result, if the assumptions prove to be false, actual results of operations and realisation of net assets could differ from the estimates set forth in these financial statements, and the difference could be significant. Further details can be found in note 16. Deferred tax assets and liabilities Tax liabilities are recognised when it is considered probable that there will be a future outflow of funds to a taxing authority. In such cases, provision is made for the amount that is expected to be settled, where this can be reasonably estimated. This requires the application of judgement as to the ultimate outcome, which can change over time depending on facts and circumstances. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled would be recognised in income in the period in which the change occurs. Deferred tax assets are recognised only to the extent it is considered probable that those assets will be recoverable. This involves an assessment of when those assets are likely to reverse, and a judgement as to whether or not there will be sufficient taxable profits available to offset the assets when they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognised in respect of deferred tax assets as well as in the amounts recognised in income in the period in which the change occurs. Deferred tax assets and liabilities are presented in note 30. Significant judgements Assets held for sale The directors have disclosed one property which meets the criteria defined in IFRS 5: Assets held for sale and discontinued operations. Stenprop is committed to the disposal of the asset in line with its strategy to exit the Swiss market. In respect of this property, the final Swiss property at Lugano, the directors consider the exceptions permitted by IFRS 5:9 to apply in respect to the one-year requirement within which a sale should complete. This is due to the fact that during the one-year period, circumstances arose that were previously considered unlikely. As a result, the property which was previously classified as held for sale was not sold; however: (i) during the initial one-year period the entity took action necessary to respond to the change in circumstances; (ii) the property was still being marketed at a price that is reasonable, given the change in circumstances; and (iii) all other criteria in paragraphs 7 and 8 of IFRS 5 are met. The fair value has been determined by the directors, based on an independent external appraisal. 5. Operating segments The Group is focused on real estate investment in well-developed, large economies with established real estate markets. The investment portfolio is geographically distributed across Germany, the United Kingdom and Switzerland, with a further sub-division within the UK between multi-let industrial and non-multi-let industrial. Each segment derives its revenue from the rental of investment properties in the respective geographical regions. Relevant financial information is set out below: i) Information about reportable segments Continuing Discontinued operations operations UK Non- UK Multi-let Multi-let Germany Industrial Industrial Switzerland Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 For the year ended 31 March 2019 Net rental income 11,038 10,591 12,101 - 33,730 Fair value movement on investment properties (841) (2,045) (517) - (3,403) Net (loss)/gain from fair value of financial liabilities (43) 64 (1,113) - (1,092) Income from associates 101 - - - 101 Income from joint ventures 1,044 231 - - 1,275 Profit on disposal of subsidiaries - 11,126 - - 11,126 Net finance costs (1,719) (2,830) (3,363) - (7,912) Operating costs (722) (314) (605) - (1,641) Net foreign exchange loss 46 - - - 46 Other gains/(losses) 63 - (56) - 7 Loss for the year from discontinued operations (see note 20) - - - (2,323) (2,323) Taxation (2,345) (223) (149) - (2,717) Total profit/(loss) per reportable segment 6,622 16,600 6,298 (2,323) 27,197 As at 31 March 2019 Investment properties 217,429 83,855 261,530 - 562,814 Investment in joint ventures 14,485 - - - 14,485 Cash 10,524 36,612 8,701 - 55,837 Other 14,762 517 4,401 - 19,680 Assets classified as held for sale - - - 21,423 21,423 Total assets 257,200 120,984 274,632 21,423 674,239 Borrowings - bank loans 108,579 38,910 97,601 - 245,090 Other 14,813 3,711 9,417 - 27,941 Liabilities directly associated with assets classified as held for sale - - - 9,326 9,326 Total liabilities 123,392 42,621 107,018 9,326 282,357 Continuing Discontinued operations operations UK Non- UK Multi-let Multi-let Germany Industrial Industrial Switzerland Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 For the year ended 31 March 2018 Net rental income 11,589 14,628 6,644 - 32,861 Fair value movement of investment properties 23,969 448 (4,194) - 20,223 Net gain from fair value of financial liabilities 346 1,370 737 - 2,453 Income from associates 292 - - - 292 Income from joint ventures 4,678 2,880 - - 7,558 Loss on disposal of subsidiaries - (26) - - (26) Net finance costs (2,081) (5,403) (1,713) - (9,197) Operating costs (735) (853) (342) - (1,930) Net foreign exchange loss (25) (321) - - (346) Other gains - 1,046 - - 1,046 Loss for the year from discontinued operations (see note 20) - - - (2,712) (2,712) Taxation (4,325) 156 (570) - (4,739) Total profit/(loss) per reportable segment 33,708 13,925 562 (2,712) 45,483 As at 31 March 2018 Investment properties 221,354 166,400 147,755 - 535,509 Investment in associates 303 - - - 303 Investment in joint ventures 14,617 - - - 14,617 Cash 12,074 4,460 5,853 - 22,387 Other 15,091 1,724 2,331 - 19,146 Assets classified as held for sale 28,987 23,546 - 94,875 147,408 Total assets 292,426 196,130 155,939 94,875 739,370 Borrowings - bank loans 110,889 70,800 77,808 - 259,497 Other 13,289 5,676 5,238 - 24,203 Liabilities directly associated with assets classified as held for sale 14,063 - - 53,644 67,707 Total liabilities 138,241 76,476 83,046 53,644 351,407 ii) Reconciliation of reportable segment profit or loss 31 March 31 March 2019 2018 GBP'000 GBP'000 Rental income Net rental income for reported segments 33,730 32,861 Profit or loss Fair value movement of investment properties (3,403) 20,223 Net (loss)/gain from fair value of financial liabilities (1,092) 2,453 Income from associates 101 292 Income from joint ventures 1,275 7,558 Profit/(loss) on disposal of subsidiaries 11,126 (26) Finance costs (7,912) (9,197) Operating costs (1,641) (1,930) Net foreign exchange gain/(loss) 46 (346) Other gains 7 1,046 Loss for the year from discontinued operations (see note 20) (2,323) (2,712) Taxation (2,717) (4,739) Total profit per reportable segments 27,197 45,483 Other profit or loss - unallocated amounts Net management fee income 5,846 5,092 Other income 75 - Income from associates - 66 Income from joint ventures 331 66 Interest received 17 - Finance costs - (290) Tax, legal and professional fees (2,740) (295) Audit fees (261) (194) Administration fees (226) (764) Investment advisory fees - (73) Non-executive directors costs (203) (405) Staff remuneration costs (4,275) (3,375) Other operating costs (1,862) (1,255) Net foreign exchange loss (148) (145) Other losses - (3,500) Taxation 273 (110) Consolidated profit after taxation 24,024 40,235 Unallocated profit or loss amounts relate to management fee income and central costs incurred by the Group. The terms of the Group's acquisition of the property management business of Stenham Group Limited ("SGL") in 2014 included provision for additional consideration to be paid to SGL by the Group arising from future performance fees earned by the Group. During the year to 31 March 2019, a gross performance fee of GBP7,390,000 was received by the Group. Additional consideration of GBP3,695,000 was subsequently paid to SGL in accordance with the sale agreement. In 2014 Paul Arenson and Patsy Watson each agreed with SGL to waive certain rights in return for an entitlement to receive from SGL 10% of any additional consideration received by SGL. There are no further performance fees that may be receivable by the Group that would give rise to any further additional consideration payable to SGL. iii) Reconciliation of reportable segment financial position 31 March 31 March 2019 2018 GBP'000 GBP'000 ASSETS Investment properties 562,814 535,509 Investment in associates - 303 Investment in joint venture 14,485 14,617 Cash 55,837 22,387 Other 19,680 19,146 Assets classified as held for sale 21,423 147,408 Total assets per reportable segments 674,239 739,370 Other assets - unallocated amounts Investment in joint ventures 57 43 Cash 1,588 2,162 Other 385 3,391 Total assets per consolidated statement of financial position 676,269 744,965 LIABILITIES Borrowings - bank loans 245,090 259,497 Other 27,941 24,203 Liabilities directly associated with assets classified as held for sale 9,326 67,707 Total liabilities per reportable segments 282,357 351,407 Other liabilities - unallocated amounts Other 1,692 3,289 Total liabilities per consolidated statement of financial position 284,049 354,696 6. Net rental income 31 March 31 March 2019 2018 GBP'000 GBP'000 Rental income 38,428 40,293 Other income - tenant recharges 7,064 7,413 Other income 1,078 806 Discontinued operations adjustment (note 20) (2,068) (6,163) Rental income 44,502 42,349 Direct property costs (11,383) (11,262) Discontinued operations adjustment (note 20) 786 1,774 Property expenses (10,597) (9,488) Total net rental income 33,905 32,861 7. Operating costs 31 March 31 March 2019 2018 GBP'000 GBP'000 Tax, legal and professional fees 3,767 2,402 Audit fees 263 226 Interim review fees 30 30 Administration fees 531 553 Investment advisory fees 319 431 Non-executive directors costs 203 405 Staff remuneration costs 3,545 3,098 Share-based payments 730 277 Other operating costs 2,095 1,466 Discontinued Operations Adjustment (note 20) (225) (598) 11,258 8,290 The increase in tax, legal and professional fees is driven by the costs associated with London listing and conversion to REIT status of GBP0.9 million and costs of GBP1.2 million associated with the aborted acquisition of a material multi-let industrials portfolio. Share-based payments of GBP730,000 (2018: GBP277,000) relates to the equity-settled incentive schemes operated by the Group. As at 31 March 2019 the Group's equity reserve held GBP1.8 million (March 2018: GBP1.1 million) in relation to the schemes after the exercise of options at fair value of GBP65,000 (2018: GBP16,000) during the period. 8. Employees' and directors' emoluments The Group had 23 employees at 31 March 2019 (2018: 20). The aggregate remuneration paid to employees during the period, including that to executive directors, was: 31 March 31 March 2019 2018 GBP'000 GBP'000 Wages and salaries (including key management) 3,158 2,760 Social security costs 218 201 Pension costs 169 137 Share-based payments 730 277 4,275 3,375 As at 31 March 2019, the Group had seven directors (2018: six). The directors of the Company during the financial year and at the date of this report were as follows: Non-executive directors Appointed Change in appointment S Ball 02/10/2014 resigned 05/01/2018 P Miller 14/09/2016 W Lawlor 05/04/2017 R Grant (chairman) 01/05/2018 P Holland 01/05/2018 Executive directors Appointed Change in appointment P Arenson (CEO) 02/10/2014 N Marais 02/10/2014 resigned 01/05/2018 P Watson (CFO) 02/10/2014 J Carey 01/05/2018 Emoluments paid to executive and non-executive directors are summarised below: Total Vested remuneration Basic Other Cash share 31 March salary Pension benefits^ bonus options 2019 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Executive directors P Arenson 268 27 2 156 83 536 N Marais* 11 1 - 3 6 21 P Watson 258 26 - 150 80 514 J Carey* 236 24 1 103 55 419 773 78 3 412 224 1,490 Total Vested remuneration Basic Other Cash share 31 March salary Pension benefits^ bonus options 2018 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Executive directors P Arenson 260 26 1 118 40 445 N Marais 130 13 2 32 12 189 P Watson 250 25 - 95 32 402 640 64 3 245 84 1,036 ^ Other benefits relates to the provision of private medical insurance. * Remuneration covers the period of directorship. 31 March 31 March 2019 2018 GBP'000 GBP'000 Non-executive directors S Ball - paid to Sphere Management Limited 4 50 M Yachad - paid to Peregrine SA Holdings Proprietary Limited - 21 R Grant 53 - P Holland 39 - P Miller 40 44 W Lawlor - paid to Ferryman Capital Partners (Pty) Limited 39 28 Share-based payments - 262 175 405 The above non-executive fees include all management, consulting, technical or other fees paid for such services rendered, including payments to management companies. The Group's share-based payments comprise the Deferred Share Bonus Plan ('STIP') and the Long-Term Incentive Plan ('LTIP') for executive directors and senior management respectively, and various share option schemes. The Company measures the fair value of these options at grant date and accounts for the cost over the vesting period in the income statement, with a corresponding increase to the share-based payment reserve. The cost is based on the quantity of shares that are likely to vest taking into account expected performance against the relevant performance targets, where applicable, and service periods. Share-based awards and the respective vesting dates are further detailed in note 13. On 5 June 2019, the board of directors, on the recommendation of the remuneration committee, approved the following: Bonuses in respect of the year ended 31 March 2019 Deferred LTIP for Share Bonus Number of executive Number of Cash bonus Plan share options directors share options Executive directors GBP'000 GBP'000 (estimated) GBP'000 (estimated) P Arenson 161 159 140,500 549 486,000 P Watson 155 153 135,100 - - J Carey* 142 140 123,800 528 467,100 458 452 399,400 1,077 953,100 * Remuneration covers the period of directorship. On 6 June 2018, the board of directors, on the recommendation of the remuneration committee, approved the following: Bonuses in respect of the year ended 31 March 2018 Deferred LTIP for Share Bonus Executive Cash bonus Plan Number of directors Number of Executive directors GBP'000 GBP'000 share options GBP'000 share options P Arenson 156 125 113,800 536 487,096 N Marais 33 20 18,363 105 95,816 P Watson 150 120 109,381 515 468,182 339 265 241,544 1,156 1,051,094 Directors' interests - beneficial direct and indirect holdings in the Company As at 31 March 2019: Direct Indirect Number of number number of % of share share of shares % of shares shares in issue options held % of shares P Arenson (CEO) - - 13,387,114 4.48% 1,601,293 0.54% P Watson (CFO) - - 4,548,618 1.52% 1,491,330 0.50% W Lawlor - - 1,208,669 0.40% 2,000,000 0.67% P Miller 21,898 0.01% R Grant (chairman) 100,000 0.03% J Carey - - 3,271,923 1.10% 1,016,973 0.34% P Holland 24,999 0.01% The above directors' interests have not changed from 31 March 2019 to the date of the signing of these financial statements. As at 31 March 2018: Direct Indirect Number of number of number of % of shares share shares % of shares shares in issue options held % of shares P Arenson (CEO) - - 12,523,096 4.29 959,531 0.33 P Watson (CFO) - - 4,364,027 1.50 887,722 0.30 W Lawlor - - 1,154,100 0.40 2,000,000 0.69 N Marais - - 280,600 0.10 12,632 - S Ball (chairman) - - 250,000 0.09 - - P Miller - - 21,898 0.01 - - 9. Finance costs 31 March 31 March 2019 2018 GBP'000 GBP'000 Bank interest (7,898) (9,443) Amortisation of facility costs (609) (1,087) Discontinued Operations Adjustment (note 20) 256 687 Net finance costs (8,251) (9,843) 10. Taxation Real Estate Investment Trust regime (REIT regime) The Company converted to UK REIT status on 1 May 2018. As a member of the REIT regime, profits from its UK property rental business are tax exempt. The REIT regime only applies to certain property-related profits and has several criteria which have to be met. The main criteria are: - the assets of the property rental business must be at least 75% of the Group's assets; - the profit from the tax-exempt property rental business must exceed 75% of the Group's total profit; and - at least 90% of the Group's profit from the UK property rental business must be paid as dividends. The Company continues to meet these conditions and management intends that Stenprop should continue as a REIT for the foreseeable future. (i) Tax recognised in statement of comprehensive income 31 March 31 March 2019 2018 GBP'000 GBP'000 Income tax in respect of current year 3,652 1,354 Deferred tax (see note 30) (1,638) 3,260 Discontinued Operations Adjustment (see note 20) 429 235 Total tax expense 2,443 4,849 No tax was recognised on other comprehensive income during the period (2018: Nil). - Germany: 15.825% - United Kingdom: 19% - Switzerland (depending on the district in which the property is situated): average rate of 19.6%. (ii) Reconciliation of tax charge for the year 31 March 31 March 2019 2018 GBP'000 GBP'000 Profit before taxation on continuing operations 28,790 47,796 Expected tax charge on ordinary activities at the standard rate of taxation of 19% (2018: Nil) 5,470 - Revaluation loss not taxable 854 - Gains on disposal of subsidiary not taxable (2,114) - Income not taxable (946) - UK REIT tax exemption (2,621) - Expenditure not allowed for income tax purposes 165 - Tax losses 723 - Effect of tax rates in other jurisdictions (452) 563 Other 884 - Total income tax charge 1,963 563 Tax charged in the prior year was nil due to Stenprop's management and control residing in Guernsey. Following it conversion to a UK REIT, Stenprop has moved the management and control to the UK. 11. Dividends 31 March 31 March 2019 2018 GBP'000 GBP'000 Amounts recognised as distributions to equity holders in the period: Final dividend for the prior year 11,281 11,047 Interim dividend for the current year 9,542 11,308 Total dividends 20,823 22,355 On 7 June 2018, the directors of the Company declared a final dividend of 4.00 pence per share in respect of the year ended 31 March 2018 equating to GBP11.3 million (2018: GBP11 million). This was paid in cash on 17 August 2018. An interim dividend of 3.375 pence per share equating to GBP9.5 million (2018: GBP11.3 million) was declared on 22 November 2018 and paid in cash on 8 February 2019. The directors declared a final dividend on 5 June 2019, for the year ended 31 March 2019, of 3.375 pence per share, which is detailed in note 35. 12. Share capital Authorised 1,000,000,000 ordinary shares with a par value of EUR0.000001258 each: 31 March 31 March 2019 2018 Issued share capital (no. shares) (no. shares) Opening balance 291,718,476 286,681,880 Issue of new shares 7,056,699 5,036,596 Closing number of shares issued 298,775,175 291,718,476 Authorised share capital GBP'000 GBP'000 Share capital 1 1 Share premium 325,223 317,781 Less: Acquisition/transaction costs (2,231) (2,231) Total share capital and share premium 322,993 315,551 There were no changes made to the number of authorised shares of the Company during the period under review. Stenprop Limited has one class of share. All shares rank equally and are fully paid. The Company has 298,775,175 (2018: 291,718,476) ordinary shares in issue at the reporting date. On 14 June 2018 the Company's shares ceased trading on the BSX and on 15 June 2018 they commenced trading on the Specialist Fund Segment of the LSE. During the period 54,838 new ordinary shares were issued at an average issue price of GBP1.16 per share in respect of the Deferred Share Bonus Plan. On 7 June 2018, the Company announced a final dividend of 4.0 pence per share in respect of the six months to 31 March 2018. On 16 August 2018, the Company announced a take up of the scrip dividend and 2,636,280 shares were subsequently issued on 17 August 2018. On 22 November 2018, the Company announced an interim dividend of 3.375 pence per share in respect of the six months to 30 September 2018. On 7 February 2019, the Company announced a take up of the scrip dividend and 4,365,581 shares were subsequently issued on 8 February 2019. In the period the shareholders were offered the option to receive either a scrip dividend by way of an issue of new Stenprop shares, or a cash dividend. Given the Company's share price, which is at a discount relative to NAV, the directors matched the scrip alternative through share purchases to mitigate the dilutive effect that would otherwise have occurred through the issuance of new ordinary shares. During the period 19 July 2018 to 7 August 2018 the Company repurchased 2,636,280 shares at an average price of GBP1.146 per share. During the period 22 January 2019 to 13 March 2019 the Company repurchased 4,365,581 shares at an average price of GBP1.122 per share. As at 31 March 2019, the Company held 16,028,050 treasury shares (2018: 9,026,189). The related credit is included within equity reserves as disclosed in the consolidated statement of changes in equity. 13. Share-based payments The Group operates share incentive plans which are used to attract and retain high-calibre employees to help grow the business. All awards are considered by the remuneration committee and are subject to board approval. The Group recognised a total share-based expense of GBP730,000 in the year (2018: GBP539,000) in relation to the share option schemes. As at 31 March 2019, the equity reserve held GBP1,798,000 in relation to share-based payment transactions (2018: GBP1,133,000). The incentive plans are discussed in more detail below. Deferred Share Bonus Plan The board may grant an award to an eligible employee following a recommendation from the remuneration committee over such number of shares that have an aggregate value equal to the deferred bonus. Such share options vest in three equal tranches; the first tranche vests on the date of grant with subsequent tranches vesting at the first and second anniversaries of the relevant year end. Share options may be exercised until the tenth anniversary of the grant date, after which time they will lapse. The fair value of this nil-cost option is determined using the Black-Scholes model. The key inputs used in determining the award granted on 7 June 2018 are shown below: Share price at date of grant GBP1.13 Expected option life in years 2 Risk-free rate 0.82% Standard deviation (annualised) 22% Value per option GBP1.13 Movement in options granted in terms of this plan are detailed below: Outstanding Exercisable Fair value at Exercise dates At Dividend Exercised/ at 31 March at 31 March grant date in Date of grant 1 April 2018 Granted equivalents Other 2019 2019 GBP From To 10 June 2015 422,274 - 20,819 (49,529) 393,564 393,564 GBP1.08 10 June 10 June 2015 2025 8 June 2016 276,637 - 31,242 (23,191) 284,688 284,688 GBP1.05 8 June 2016 8 June 2026 7 June 2017 39,057 - 2,747 (9,384) 29,748 29,748 GBP1.08 7 June 2017 7 June 2027 7 June 2018 - 384,035 7,749 (14,601) 381,644 253,632 GBP1.13 7 June 2018 7 June 2028 LTIP for senior management Such share options vest in three equal tranches; the first tranche vests on the first anniversary of year end, with subsequent tranches vesting at the second and third anniversaries of the relevant year ends. Share options may be exercised until the tenth anniversary of the grant date, after which time they will lapse. The fair value of this award is determined using the Black-Scholes model. The key inputs used in determining the award granted on 7 June 2018 are shown below: Share price at date of grant GBP1.13 Exercise price at grant date GBP1.10 Expected option life in years 10 Risk-free rate 1.50% Expected volatility 22% Value per option GBP0.27 Outstanding Exercisable Exercise dates At Dividend Exercised/ at 31 March at 31 March Fair value at Date of grant 1 April 2018 Granted equivalents Other 2019 2019 grant date From To 24 January 142,887 - - (58,798) 84,089 56,059 GBP0.47 31 March 24 January 2018 2018 2028 7 June - 411,270 - (69,835) 341,435 113,812 GBP0.27 31 March 7 June 2018 2019 2028 LTIP for executive directors Such share options vest on the third anniversary of grant date subject to pre-determined vesting conditions being met. All options not vesting on the vesting date will automatically lapse. All vested options and shares received upon the exercise of vested options are subject to a further two year lock-in period during which they cannot be sold. The fair value of these nil-cost options is determined by external valuers using an intrinsic model. The key inputs used in determining the award granted on 7 June 2018 are shown below: Share price GBP1.13 Exercise price at grant date GBP0.00 Expected option life in years 3 2 Discount applied for two-year lock-in period 10% Value per option GBP1.13 Outstanding Exercisable Exercise dates At Dividend Exercised/ at 31 March at 31 March Fair value at Date of grant 1 April 2018 Granted equivalents Other 2019 2019 grant date From To 24 January 8 June 8 June 2018 1,416,231 - 34,261 - 1,450,492 - GBP0.68 2022* 2027 7 June 8 June 8 June 2018 - 1,423,460 45,920 - 1,469,380 - GBP0.52 2023* 2028 * Lock-in period of two years applies after vesting. Other share options On 30 March 2017, the Company agreed to grant to Ferryman Capital Partners Limited, a company in which Warren Lawlor, a non- executive director, has a one-third beneficial interest, an option to subscribe for 2,000,000 Stenprop shares. The exercise price was GBP1.31 (EUR1.53), with a seven-month vesting period. The full cost of this option was therefore recognised in the current year. The option lapses should the individual cease to be a director, or after five years, whichever is sooner. The option only has a dilutive effect when the average market price of ordinary shares exceeds the exercise price of the options. The share price at year end was GBP1.10, which was below the exercise price. The fair value of this award is determined using the Black-Scholes model. The key inputs used in determining the award granted on 30 March 2017 are shown below: Share price GBP1.08 Exercise price at grant date GBP1.31 Expected option life in years 5 Risk-free rate 1.50% Expected volatility 31.31% Expected dividend yield 5% Value per option GBP0.13 At Outstanding at Exercisable at Fair value at Exercise dates Date of grant 1 April 2018 Granted Exercised 31 March 2019 31 March 2019 grant date From To 30 March 2,000,000 - - 2,000,000 2,000,000 GBP0.13 30 December 30 March 2017 2017 2022 Share Purchase Plan Loans advanced under the share purchase plan are interest-bearing at a rate equal to the average interest rate incurred by the Group from time to time. Interest is payable six-monthly in arrears. Loans are repayable within 30 days of cessation of employment or loss of office (unless the participant ceases employment in circumstances beyond his or her control, in which case the loan is repayable within 12 months), and must in all circumstances be repaid in 10 years. All dividends received by such employees (or his or her nominee) by virtue of their shareholding must first be utilised to discharge any interest outstanding in terms of the loan advanced in terms of the Share Purchase Plan. The loans have full recourse to the participants who must charge their shares by way of security for the loans. The table below summarises the position at year end in terms of loans advanced and the number of shares to which they relate. Loans relating to the Share Purchase Plan issued to executive directors are disclosed in more detail in note 8. 31 March 31 March 2019 2018 Brought forward at start of year (number of shares) 10,211,145 8,656,219 Share Purchase Plan shares issued in year (number of shares) - 1,752,358 Share Purchase Plan shares redeemed (number of shares) - (197,432) Carried forward at end of year (number of shares) 10,211,145 10,211,145 Stock price at advancement (EUR) N/A 1.24 Share Purchase Plan loans advanced (including accrued interest) (GBP'000) 12,304 12,536 Other share purchase loan On 30 March 2017, a EUR1.22 million loan was advanced from Stenprop Germany Limited to Ferryman Capital Partners Limited, a company in which Warren Lawlor, a non-executive director, has a one-third beneficial interest, to purchase 1,000,000 Stenprop shares in the market. The loan advanced is interest-bearing at a rate equal to the average interest rate incurred by the Group from time to time. Interest is payable six-monthly in arrears. The loan has full recourse to the borrower and the shares are charged as security for the loans. 31 March 31 March 2019 2018 Brought forward at start of year (number of shares) 1,000,000 1,000,000 Shares issued in year (number of shares) - - Shares redeemed (number of shares) - - Carried forward at end of year (number of shares) 1,000,000 1,000,000 Loan advanced (including accrued interest) (GBP'000) 1,056 1,081 14. Earnings per ordinary share 31 March 31 March 2019 2018 GBP'000 GBP'000 Reconciliation of profit for the period to adjusted EPRA(1) earnings Earnings per IFRS income statement attributable to shareholders 23,828 39,357 Adjustment to exclude loss from discontinued operations 2,323 2,712 Earnings per IFRS income statement from continuing operations attributable to shareholders 26,151 42,069 Earnings per IFRS income statement attributable to shareholders 23,828 39,357 Adjustments to calculate EPRA earnings, exclude: Changes in fair value of investment properties 5,259 (14,305) Changes in fair value of financial instruments 1,092 (2,453) Deferred tax in respect of EPRA adjustments (1,137) 3,728 Goodwill impairment - 3,500 Loss/(profit) on disposal of properties 2,514 (507) (Profit)/loss on disposal of subsidiaries (8,890) 679 Adjustments above in respect of joint ventures and associates Changes in fair value 386 (5,802) Deferred tax in respect of EPRA adjustments (9) 800 EPRA earnings attributable to shareholders 23,043 24,997 Further adjustments to arrive at adjusted EPRA earnings Straight-line unwind of purchased swaps 40 239 Cost associated with Group listing and REIT conversion 905 528 Costs associated with significant aborted portfolio acquisition 1,248 - Adjusted EPRA earnings attributable to shareholders 25,236 25,764 Weighted average number of shares in issue (excluding treasury shares) 282,555,942 281,494,114 Share-based payment award 2,852,255 1,796,978 Diluted weighted average number of shares in issue 285,408,197 283,291,092 Earnings per share from continuing operations pence pence IFRS EPS 9.26 14.94 Diluted IFRS EPS 9.16 14.85 Earnings per share pence pence IFRS EPS 8.43 13.98 Diluted IFRS EPS 8.35 13.89 EPRA EPS 8.16 8.88 Diluted EPRA EPS 8.07 8.82 Adjusted EPRA EPS 8.93 9.15 Diluted adjusted EPRA EPS 8.84 9.09 (1) The European Public Real Estate Association (EPRA) issued Best Practices Policy Recommendations in November 2016, which provide guidelines for performance measures relevant to real estate companies. Their recommended reporting standards are widely applied across this market, aiming to bring consistency and transparency to the sector. The EPRA earnings measure is intended to show the level of recurring earnings from core operational activities with the purpose of highlighting the Group's underlying operating results from its property rental business and an indication of the extent to which current dividend payments are supported by earnings. The measure excludes unrealised changes in the value of investment properties, gains or losses on the disposal of properties and other items that do not provide an accurate picture of the Group's underlying operational performance. The measure is considered to accurately capture the long-term strategy of the Group, and is an indication of the sustainability of dividend payments. As at 31 March 2019, the Company held 16,028,050 treasury shares (2018: 9,026,189). Straight-line unwind of purchased swaps A further adjustment was made to the EPRA earnings attributable to shareholders relating to the straight-line unwind of the value as at 1 April 2014 of the swap contracts in the property companies acquired. When the property companies were acquired by Stenprop with effect from 1 April 2014, it also acquired the bank loans and swap contracts which were in place within these property companies. As a result, Stenprop took over loans with higher swap interest rates than would have been the case had new loans and swaps been put in place at 1 April 2014. To compensate for this, the value of the swap break costs was calculated at 1 April 2014 and the purchase consideration for the property companies was reduced accordingly to reflect this liability. Costs associated with Group listing and REIT conversion A further adjustment was made to the EPRA earnings attributable to shareholders relating to the costs associated with converting to REIT status and the planned listing on the Special Funds Segment of the London Stock Exchange. Both costs are specific to non- recurring activities and are not relevant to the underlying net income performance of the Group. Costs associated with significant aborted portfolio acquisition During the period, Stenprop explored and advanced a material transaction pertaining to the acquisition of a large portfolio of multi-let industrial estates. At the end of the process, and following extensive due diligence, it was decided not to progress the transaction to completion. While EPRA earnings are not adjusted for one-off costs for a failed acquisition, the amount was very significant and accordingly has been adjusted for as a 'company-specific adjustment'. 31 March 31 March 2019 2018 GBP'000 GBP'000 Earnings per IFRS income statement attributable to shareholders 23,828 39,357 Adjustments to calculate headline earnings, exclude: Changes in fair value of investment properties 5,259 (14,305) Deferred tax in respect of headline earnings adjustments (1,145) 3,675 Goodwill impairment - 3,500 Loss on disposal of properties 2,514 - (Profit)/loss on disposal of subsidiaries (8,890) 679 Adjustments above in respect of joint ventures and associates Changes in fair value of investment properties (55) (4,857) Deferred tax 58 757 Headline earnings attributable to shareholders 21,569 28,806 Earnings per share pence pence Headline EPS 7.63 10.23 Diluted headline EPS 7.56 10.17 15. Net asset value per ordinary share 31 March 31 March 2019 2018 GBP'000 GBP'000 Net assets attributable to equity shareholders 389,251 387,331 Adjustments to arrive at EPRA net asset value: Derivative financial instruments 730 (13) Deferred tax 10,416 13,276 Adjustments above in respect of non-controlling interests 1,649 1,641 EPRA net assets attributable to shareholders 402,046 402,235 Number of shares in issue (excluding treasury shares) 282,747,125 282,692,287 Share-based payment award 2,852,255 1,796,978 Diluted number of shares in issue 285,599,380 284,489,265 Net asset value per share (basic and diluted) GBP GBP IFRS net asset value per share 1.38 1.37 Diluted IFRS net asset value per share 1.36 1.36 EPRA net asset value per share 1.42 1.42 Diluted EPRA net asset value per share 1.41 1.41 As at 31 March 2019, the Company held 16,028,050 treasury shares (2018: 9,026,189). 16. Investment property The fair value of the consolidated investment properties at 31 March 2019 was GBP562.8 million (2018: GBP535.5 million). This excludes an amount of GBP16.2 million (2018: GBP121.8 million) for the last remaining Swiss property (2018: eight Swiss properties) which has been classified as Held for Sale. The carrying amount of investment property is the fair value of the property as determined by registered independent appraisers having an appropriate recognised professional qualification and recent experience in the location and category of the property being valued ('valuers'). The fair value of each of the properties for the period ended 31 March 2019, excluding Bleichenhof as discussed below, was assessed by the valuers in accordance with the Royal Institution of Chartered Surveyors ('RICS') standards and IFRS 13. Valuers are qualified for purposes of providing valuations in accordance with the 'Appraisal and Valuation Manual' published by RICS. In the case of the valuation of the property known as Bleichenhof (Hamburg) information pertinent to the property became available subsequent to the finalisation of the external valuers report. This information related to certain structural and refurbishment works required to be undertaken at the underground car-park. Accordingly, a directors' valuation has been adopted for this property. Based on a third party appraisal report on the works, it was agreed to reduce the external valuation by EUR7.0 million (GBP6.0 million), being the amount of anticipated capital expenditure. The valuations performed by the independent valuers are reviewed internally by senior management. This includes discussions of the assumptions used by the external valuers, as well as a review of the resulting valuations. Discussions of the valuations process and results are held between the senior management and the external valuers on a biannual basis. The audit committee reviews the valuation results and, provided the committee is satisfied with the results, recommends them to the board for approval. The valuation techniques used are consistent with IFRS 13 and use significant 'unobservable' inputs. Investment properties are all at level 3 in the fair value hierarchy and valuations represent the highest and best use of the properties. There have been no changes in valuation techniques since the prior year. There are interrelationships between all these unobservable inputs as they are determined by market conditions. An increase in more than one unobservable input would magnify the impact on the valuation. The impact on the valuation would be mitigated by the interrelationship of two unobservable inputs moving in opposite directions e.g. an increase in rent may be offset by an increase in yield, resulting in no net impact on the valuation. Expected vacancy rates may impact the yield with higher vacancy rates resulting in higher yield. All revenue is derived from the underlying tenancies given on the investment properties. With the exception of five recently acquired MLI properties, all investment properties are mortgaged, details of which can be seen in note 24. As at the date of signing this report, there are no restrictions on the realisability of any of the underlying investment properties, nor on the remittance of income and disposal proceeds. The key unobservable inputs used in the valuation of the Group's investment properties at 31 March 2019 are detailed in the table below: Market Net initial value Portfolio Annualised yield Voids Market rent 31 March by market gross rental (Weighted by range per Combined Portfolio (including share 2019 value Properties Area income average) area month of joint ventures) (GBPm) (%) (number) (sq m) (GBPm) (%) (%) (GBP/sq m) Investment properties UK non-multi-let industrial 83.8 13.7 9 40,077 6.7 7.57 - 3.0-34.2 UK multi-let industrial 261.5 42.7 60 372,051 18.2 6.26 10.2 1.0-7.8 Germany 217.5 36.5 9 72,599 10.8 4.09 2.4 7.7-22.0 Sub-total 562.8 91.9 78 484,727 35.7 5.60 8.2 - Assets Held for Sale Switzerland 16.2 2.6 1 6,974 1.2 5.68 - 13.8 Total - wholly owned 579.0 94.5 79 491,701 36.9 5.60 8.1 - Share of joint ventures and associates 33.9 5.5 4 19,330 2.4 6.04 - 10.4 Total 612.9 100.0 83 511,031 39.3 5.60 7.8 - 31 March 31 March 2019 2018 Investment property GBP'000 GBP'000 Opening balance 535,509 470,603 Properties acquired 110,188 149,831 Capitalised expenditure 9,996 5,549 Foreign exchange movement in foreign operations (757) (1,814) Net fair value (loss)/gain on investment property (3,404) 20,223 Assets Held for Sale (88,717) (108,883) Closing balance 562,815 535,509 17. Group companies Details of the Group's subsidiaries as at 31 March 2019 are as follows: Place of % equity owned by Name incorporation Principal activity Company Subsidiary BVI Davemount Properties Limited BVI Property Investment 100.00 Leatherback Property Holdings Limited BVI Holding Company 100.00 Ruby Red Holdings Limited BVI Management 100.00 SP Corporate Services Limited BVI Management 100.00 SP Nominees Limited BVI Management 100.00 SP Secretaries Limited BVI Management 100.00 Stenprop Management Holdings Limited BVI Holding Company 100.00 Stenprop Hermann Limited BVI Property Investment 100.00 Stenprop Victoria Limited BVI Property Investment 100.00 Stenprop Industrials 1 Limited BVI Holding Company 100.00 Stenprop Industrials 2 Limited BVI Holding Company 100.00 Stenprop Industrials 3 Limited BVI Property Investment 100.00 Stenprop Industrials 4 Limited BVI Property Investment 100.00 Stenprop Industrials 5 Limited BVI Dormant 100.00 Stenprop (UK) Limited BVI Holding Company 100.00 Curacao Anarosa Holdings N.V. Curacao Holding Company 94.90 C.S. Property Holding N.V. Curacao Holding Company 94.90 Lakewood International N.V. Curacao Holding Company 89.00 T.B. Property Holdings N.V. Curacao Holding Company 100.00 Germany KG Bleichenhof Grundtuscksverwaaltung GmbH & Germany Property Investment 94.90 Co. KG Guernsey Bernina Property Holdings Limited Guernsey Holding Company 100.00 GGP1 Limited Guernsey Property Investment 100.00 Kantone Holdings Limited Guernsey Property Investment 100.00 LPE Limited Guernsey Property Investment 100.00 Nova Eventis LP Guernsey Property Investment 100.00 Stenprop Advisers Limited Guernsey Management 10.00 90.00 Stenprop Arsenal Limited Guernsey Dormant 100.00 Stenprop Industrials Holdings Limited Guernsey Holding Company 100.00 Stenprop Industrials 6 Limited Guernsey Property Investment 100.00 Stenprop Industrials 7 Limited Guernsey Dormant 100.00 Stenprop Industrials 8 Limited Guernsey Dormant 100.00 Stenprop Trafalgar Limited Guernsey Holding Company 100.00 Stenprop (Germany) Limited Guernsey Holding Company 100.00 Stenprop (Guernsey) Limited Guernsey Dormant 100.00 Stenprop (Swiss) Limited Guernsey Holding Company 100.00 Jersey Industrials Investment Unit Trust Jersey Holding Company 100.00 Luxembourg Algy Properties S.a.r.l. Luxembourg Property Investment 100.00 Bruce Properties S.a.r.l. Luxembourg Property Investment 100.00 Clint Properties S.a.r.l. Luxembourg Property Investment 100.00 David Properties S.a.r.l. Luxembourg Property Investment 100.00 Jimmy Investments S.a.r.l. Luxembourg Holding Company 100.00 Spike Investments S.A. Luxembourg Holding Company 100.00 Netherlands Century 2 BV Netherlands Property Investment 94.90 Century BV Netherlands Property Investment 94.90 Isabel Properties BV Netherlands Property Investment 94.90 Mindel Properties BV Netherlands Holding Company 94.50 Isle of Man Stenham Beryl Limited IoM Property Investment 100.00 Stenham Crystal Limited IoM Property Investment 100.00 Stenham Jasper Limited IoM Property Investment 100.00 Gemstone Properties Limited IoM Holding Company 100.00 United Kingdom C2 Capital Limited England Management 100.00 Stenprop Management Limited England Management 100.00 Stenprop Limited England Dormant 100.00 United States Industrials UK GP LLC United States Holding Company 100.00 Industrials UK LP United States Property Investment 100.00 Details of the Group's investments in associates and joint ventures are disclosed in note 18 and note 19 respectively. 18. Investment in associates Associates are accounted for using the equity method in these consolidated financial statements as set out in the Group's accounting policies. Summarised financial information in respect of each of the Group's associates is set out below: Stenham Stenham European Berlin Shopping Residential Centre Fund Fund Limited Limited Total GBP'000 GBP'000 GBP'000 31 March 2019 Current assets 58 - 58 Current liabilities (58) - (58) Revenue 388 - 388 Profit from continuing operations 329 - 329 31 March 2018 Current assets 1,298 - 1,298 Current liabilities (523) - (523) Equity attributable to owners of the Company 775 - 775 Revenue 3,415 21,351 24,766 Profit from continuing operations 786 1,568 2,354 Reconciliation of the Group's interest in associates recognised in the financial statements: Stenham Stenham European Berlin Shopping Residential Centre Fund Fund Limited Limited Total GBP'000 GBP'000 GBP'000 31 March 2019 Opening balance as at 1 April 2018 303 - 303 Share of associates' profit * 101 - 101 Share in associates disposed of during the period (391) - (391) Distribution received from associates (18) - (18) Foreign exchange movement in foreign operations 5 - 5 Closing balance - - - 31 March 2018 Opening balance as at 1 April 2017 15,994 1,869 17,863 Share of associates' profit * 221 71 292 Share in associates disposed of during the period (16,353) (1,992) (18,345) Foreign exchange movement in foreign operations 441 52 493 Closing balance 303 - 303 * The share of associates' profit includes the fair value movement in the underlying investments for the period. 19. Investment in joint ventures Details of the Group's joint ventures at the end of the reporting period are as follows: % equity Place of owned by Name incorporation Principal activity subsidiary Luxembourg Elysion S.A. Luxembourg Holding company 50.00 Elysion Braunschweig S.a.r.l Luxembourg Property company 50.00 Elysion Dessau S.a.r.l Luxembourg Property company 50.00 Elysion Kappeln S.a.r.l Luxembourg Property company 50.00 Elysion Winzlar S.a.r.l Luxembourg Property company 50.00 Guernsey Stenpark Management Limited Guernsey Management company 50.00 Republic of Ireland Ardale Industrials Limited Republic of Ireland Management company 50.00 On 4 June 2018, Stenprop completed the sale of its joint venture interest in Argyll Street in the West End of London by way of sale of shares. Summarised consolidated financial information in respect of the Group's joint ventures is set out below. Where applicable, these represent the consolidated results of the respective holding companies. Stenpark Ardale Elysion Management Stenprop Industrials S.A. Limited Argyll Limited Limited Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 31 March 2019 Investment property 34,151 - - - 34,151 Current assets 570 96 - 121 787 Assets 34,721 96 - 121 34,938 Bank loans (18,442) - - - (18,442) Shareholder loan (13,666) - - - (13,666) Deferred tax (1,124) - - - (1,124) Financial liability (524) - - - (524) Current liabilities (145) (15) - (88) (248) Liabilities (33,901) (15) - (88) (34,004) Net assets of joint ventures 820 81 - 33 934 Net assets of joint ventures excluding shareholder loans 14,486 81 - 33 14,600 Group share of joint ventures' net assets 14,486 40 - 17 14,542 Revenue 2,489 38 876 753 4,156 Interest payable (1,755) - (199) - (1,954) Tax expense (110) - - (95) (205) Profit from continuing operations and total comprehensive income excluding interest due to the Group 1,044 14 462 651 2,171 Share of joint ventures' profit due to the Group 1,044 7 231 325 1,607 Stenpark Ardale Elysion Management Stenprop Industrials S.A. Limited Argyll Limited Limited Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 31 March 2018 Investment property 34,878 - 83,400 - 118,278 Current assets 607 151 5,751 18 6,527 Assets 35,485 151 89,151 18 124,805 Bank loans (19,454) - (37,373) - (56,827) Shareholder loan (13,463) - - - (13,463) Deferred tax (1,104) - - - (1,104) Financial liability (137) - (453) - (590) Current liabilities (172) (82) (4,235) (1) (4,490) Liabilities (34,330) (82) (42,061) (1) (76,474) Net assets of joint ventures 1,155 69 47,090 17 48,331 Net assets of joint ventures excluding shareholder loans 14,618 69 47,090 17 61,777 Group share of net assets 14,618 34 23,545 8 38,205 Net assets directly associated with assets classified as held for sale adjustment - - (23,545) - (23,545) Group share of joint ventures' net assets 14,618 34 - 8 14,660 Revenue 2,450 381 4,794 35 7,660 Interest payable (1,795) - (1,115) - (2,910) Tax expense (713) - - - (713) Profit from continuing operations and total comprehensive income excluding interest due to the Group 4,678 101 5,760 30 10,569 Share of joint ventures' profit due to the Group 4,678 51 2,880 15 7,624 Elysion S.A. Stenprop owns 100% of the shares and shareholder loans in Bernina Property Holdings Limited ('Bernina'). Bernina in turn owns 50% of the issued share capital and 100% of the shareholder loans of Elysion S.A., a company incorporated in Luxembourg which is the beneficial owner of the Care Home portfolio. The remaining 50% of Elysion S.A. is owned by a joint venture partner who manages the portfolio. The acquired shareholder loans have attracted, and continue to attract, a 10% compounded interest rate since inception in 2007. The outstanding shareholder loan, which is wholly-owned by Stenprop, has been valued at the recoverable balance which is deemed equal to the net assets of the joint venture excluding the shareholder loan. Reconciliation of the above summarised financial information to the carrying amount of the interest recognised in the consolidated financial statements: Stenpark Ardale Elysion Management Stenprop Industrials S.A. Limited Argyll Limited Limited Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 31 March 2019 Opening balance 14,618 34 - 8 14,660 Share of joint venture profit 1,044 7 231 325 1,607 Distribution received from joint venture (852) - - (317) (1,169) Foreign exchange movement in foreign operations (324) (1) - - (325) Disposal of joint venture - - (231) - (231) Closing balance 14,486 40 - 16 14,542 31 March 2018 Opening balance 10,283 37 21,115 - 31,435 Share in associates acquired during the period - - - (1) (1) Share of joint venture profit 4,678 51 2,880 15 7,624 Distribution received from joint venture (613) (54) (450) (6) (1,123) Foreign exchange movement in foreign operations 270 - - - 270 Transfer to Assets Held for Sale - - (23,545) - (23,545) Closing balance 14,618 34 - 8 14,660 20. Assets held for sale and discontinued operations Management considers the remaining Swiss property meets the conditions relating to Assets Held for Sale, as per IFRS 5: Non-current Assets Held for Sale and Discontinued Operations. The property is expected to be disposed of during the next 12 months. The Swiss property at Lugano, which is valued at year end at CHF21 million (GBP16.2 million), is classified as held for sale. Although the sale may not complete within 12 months, Stenprop is committed to the disposal of the asset in line with its strategy to exit the Swiss market. Accordingly, Stenprop has disclosed the asset as Held For Sale and the fair value has been determined by a third- party valuer, Jones Lang LaSalle. The Swiss property is the only asset shown as held for sale and is also a discontinued operation as the Swiss segment is a disposal group. In the prior year, nine properties (the entire Swiss portfolio) were recognised as discontinued operations in accordance with IFRS 5.32. The results of the discontinued operations were as follows: 31 March 31 March 2019 2018 GBP'000 GBP'000 Net rental income 1,282 4,389 Rental income 2,068 6,163 Property expenses (786) (1,774) Operating costs (225) (598) Net operating income 1,057 3,791 Fair value movement of investment properties (1,855) (5,918) Loss on disposal of subsidiaries (2,236) - Loss from operations (3,034) (2,127) Profit/(loss) on disposal of property 531 (141) Net gain from fair value of derivative financial instruments - - Interest receivable 7 - Finance costs (256) (687) Net foreign exchange gains - 8 (Loss)/Profit for the year before taxation (2,752) (2,947) Current tax (1,689) 235 Deferred tax 2,118 - Loss for the year from discontinued operations (2,323) (2,712) Disposals On 19 July 2018, the Group disposed of seven properties in Switzerland, two of which were disposed of as subsidiaries and are further discussed in note 29, with the remaining five disposed of as assets. Of the five assets sold, three were located in Baar, Vevey and Montreux and were owned by Kantone Holdings Limited while Chiasso and Sissach were owned by Bruce Properties Sarl and Clint Properties Sarl respectively. The gross purchase consideration of CHF103.65 million (GBP81.6 million) compared with the valuation of these seven properties at 31 March 2018 of CHF103.23 million (GBP77.2 million). As part of the agreements entered into for the sale of the seven Swiss properties, all of which were sold to the same buyer, Stenprop provided a guarantee for obligations and liabilities of each of the selling entities. The maximum amount of the guarantee is CHF6.0 million, which lasts until all obligations under the sale agreements have been fulfilled, with a backstop date of 31 July 2028. As at the date of signing these accounts, there had not been any claim under the guarantee. On 31 December 2018, the Group disposed of 14 properties in Germany, comprising the Aldi portfolio of properties. The properties were all sold to the occupier for EUR35.8 million (GBP31.9 million). Prior year disposals During the prior year, the Group disposed of the two Swiss properties in separate transactions for CHF34.2 million (GBP26.9 million). At disposal, there was a loss of CHF0.2 million (GBP0.1 million) to the Group equating to the disposal costs, as the properties were already held at a fair value equivalent to the sale price. 21. Trade and other receivables 31 March 31 March 2019 2018 Non-current receivables GBP'000 GBP'000 Other debtors 13,365 13,617 13,365 13,617 Non-current other debtors includes GBP12.27 million (2018: GBP12.52 million) of loans advanced under the Share Purchase Plan (see note 13: Share-based payments) and a GBP1.1 million (2018: GBP1.1 million) loan used to purchase 1,000,000 Stenprop shares in the market by Ferryman Capital Partners Limited, a company in which Warren Lawlor, a non-executive director, has a one-third beneficial interest. Part of the loans are denominated in EUR and are therefore subject to foreign exchange movements. 31 March 31 March 2019 2018 Current receivables GBP'000 GBP'000 Accounts receivable 6,173 7,350 Loss allowance (1,120) (261) Other debtors 4,490 1,755 Prepayments 624 725 Transfer to Assets Held for Sale (3,468) (1,361) 6,699 8,208 22. Cash and cash equivalents 31 March 31 March 2019 2018 GBP'000 GBP'000 Cash at bank 59,220 25,287 Transfer to Assets Held for Sale (1,795) (738) 57,425 24,549 Restricted cash At year end funds totalling GBP8.7 million (2018: GBP11.1 million) were restricted. Tenant deposits of GBP1.6 million (2018: GBP2.6 million) are included in this amount as are net rents held in bank accounts which are secured by the lenders for the purposes of debt repayments and redevelopment, including GBP4.9 million (2018: GBP8.0 million) for the redevelopment of Bleichenhof. As the Group is in compliance with all the terms and conditions of its loans as at the date of signing these financial statements, there are no further restrictions, and any surplus will flow to the Group. 23. Accounts payable and accruals 31 March 31 March 2019 2018 GBP'000 GBP'000 Accruals 3,980 4,745 Deferred income 5,128 4,883 Other payables 9,286 6,565 Liabilities directly associated with assets classified as Held for Sale adjustment (1,532) (1,571) 16,862 14,622 24. Borrowings 31 March 31 March 2019 2018 GBP'000 GBP'000 Opening balance 259,497 229,051 New loans 37,051 89,703 Amortisation of loans (3,593) (5,751) Capitalised borrowing costs (873) (505) Amortisation of transaction fees 436 401 Foreign exchange movement in foreign operations (1,264) (1,152) Adjustment for liabilities directly associated with assets classified as Held for Sale (46,164) (52,250) Total borrowings 245,090 259,497 Of the movement in borrowings in the year ending 31 March 2019, GBP37.05 million relates to cash received from new bank loans raised and GBP61.21 million relates to repayments of bank loans. Non-cash movements relate to amortisation of capitalised transaction fees and foreign exchange movements. 31 March 31 March 2019 2018 GBP'000 GBP'000 Amount due for settlement within 12 months 29,805 2,800 Amount due for settlement between one to three years 106,943 76,258 Amount due for settlement between three to five years 108,342 180,439 Total borrowings 245,090 259,497 Non-current liabilities Bank loans 215,285 256,697 Total non-current loans and borrowings 215,285 256,697 Current liabilities Bank loans 29,805 2,800 Total current loans and borrowings 29,805 2,800 Total loans and borrowings 245,090 259,497 The facilities are secured by legal charges over the properties to which they correspond. There is no cross-collateralisation of the facilities. The terms and conditions of outstanding loans are as follows: Nominal value Carrying value* Loan 31 March 31 March 31 March 31 March interest Maturity 2019 2018 2019 2018 Entity Note Amortising rate Currency date GBP'000 GBP'000 GBP'000 GBP'000 United Kingdom Laxton Properties Limited LIBOR No 1.4% GBP - - 27,540 - 27,410 Davemount Properties LIBOR Limited No 2.25% GBP 26/05/2021 4,000 4,000 3,983 3,975 LPE Limited LIBOR Yes 2.0% GBP 31/03/2020 30,000 34,708 29,805 34,317 GGP1 Limited LIBOR No 2.25% GBP 26/05/2021 5,175 5,175 5,123 5,099 Industrials UK LIBOR No 2.25% GBP 02/06/2022 61,484 77,984 61,215 77,808 Stenprop Industrials 4 Limited LIBOR No 2.25% GBP 01/06/2023 10,211 - 10,043 - Stenprop Industrials 6 Limited LIBOR No 2.0% GBP 01/02/2024 26,840 - 26,343 - Switzerland Algy Properties S.a.r.l. 1 LIBOR Yes 2.47% CHF 31/03/2019 - 2,310 - 2,310 Bruce Properties S.a.r.l. 1 LIBOR No 1.35% CHF 29/03/2019 - 3,557 - 3,557 Kantone Holdings Limited 1 LIBOR 3-month Yes 1.15% CHF rolling facility 6,106 26,296 6,106 26,296 Polo Property GmbH 1 LIBOR 3-month Yes 1.15% CHF rolling facility - 17,019 - 17,020 Germany Century BV Euribor Yes 1.55% EUR 31/12/2022 7,135 7,290 7,070 7,205 Century 2 BV Euribor Yes 1.55% EUR 31/12/2022 3,711 3,791 3,673 3,742 Stenham Beryl Limited Euribor Yes 1.85% EUR 30/04/2018 - 4,565 - 4,565 Stenham Crystal Limited Euribor Yes 1.85% EUR 30/04/2018 - 3,812 - 3,812 Stenham Jasper Limited Euribor Yes 1.85% EUR 30/04/2018 - 4,665 - 4,665 Isabel Properties BV Euribor No 2.32% EUR 30/12/2021 7,747 7,915 7,747 7,915 Bleichenhof GmbH & Co. KG No 1.58% EUR 28/02/2022 73,114 74,694 73,114 74,694 Stenprop Hermann Ltd Euribor No 1.13% EUR 30/06/2020 8,117 8,293 8,109 8,274 Stenprop Victoria Ltd Euribor No 1.28% EUR 31/08/2020 8,866 9,058 8,866 9,058 252,506 322,672 251,197 321,722 * The difference between the nominal and the carrying value represents unamortised facility costs. 1. All of the Swiss properties owned by the Group, with the exception of Lugano, were sold in July 2018. At this time all outstanding loans in respect of the whole of the Swiss portfolio were repaid. In August 2018 the sole remaining property, Lugano, was refinanced for CHF8 million (GBP6.1 million) on a three-month rolling credit facility at a margin of LIBOR 1.15%. Excluding the GBP6.1 million loan, which relates to discontinued operations, the total carrying value of loans at 31 March 2019 is GBP245.1 million as detailed on the previous page in total borrowings. 25. Other loans 31 March 31 March 2019 2018 GBP'000 GBP'000 Loans 48,086 34,080 Loan repayments including foreign exchange movement (48,506) (34,591) Foreign exchange movement - 518 Interest 420 1,503 Interest repayments including foreign exchange movement - (1,510) - - During the period a GBP50 million revolving credit facility ('RCF') was agreed with Investec Bank plc at an all-in interest rate of 7% 1 month LIBOR. It is intended that drawdowns under the Investec RCF will be short term in nature to fund new acquisitions and will be repaid as soon as possible from a combination of disposal proceeds and longer term debt finance. As at year end, the facility was undrawn. 26. Derivative financial instruments In accordance with the terms of the borrowing arrangements and Group policy, the Group has entered into interest rate swap agreements which are entered into by the borrowing entities to convert the borrowings from floating to fixed interest rates and are used to manage the interest rate profile of financial liabilities and eliminate future exposure to interest rate fluctuations. It is the Group's policy that no economic trading in derivatives is undertaken by the Group. In the current year, the Group recognised a total net loss in fair value of financial instruments from continuing and discontinuing operations of GBP1,092,000 (2018: profit GBP2,453,000) and GBPnil (2018: GBPnil) respectively. The following table sets out the interest rate swap agreements at 31 March 2018 and 31 March 2019. Notional value Fair value Notional value Fair value 31 March 2019 31 March 2019 31 March 2018 31 March 2018 Entity Effective date Maturity date Swap rate % GBP'000 GBP'000 GBP'000 GBP'000 UK Laxton Properties Limited 14/04/2014 08/05/2020 1.62 - - 27,540 (361) LPE Limited 26/03/2015 31/03/2020 1.35 30,000 (176) 30,000 (207) Industrials UK LP 02/06/2017 02/06/2022 0.95 60,375 (82) 60,375 691 Industrials 6 01/02/2019 01/02/2024 1.27 22,814 (310) - - Germany Century BV 31/12/2017 30/12/2022 2.50 7,005 - 7,156 14 Century 2 BV 31/12/2017 30/12/2022 2.50 3,841 - 3,924 7 Stenham Beryl Limited 01/04/2014 30/04/2018 0.83 - - 4,565 (5) Stenham Crystal Limited 01/04/2014 30/04/2018 0.83 - - 3,812 (4) Stenham Jasper Limited 01/04/2014 30/04/2018 0.83 - - 4,665 (5) Isabel Properties BV 30/01/2015 30/12/2021 0.48 7,747 (162) 7,915 (131) Adjustment for liabilities directly associated with assets classified as Held for Sale adjustment (see note 20) - - - 14 Total swaps 131,782 (730) 149,952 13 Liabilities maturing within 12 months - (176) - - Assets maturing after 12 months - - - 712 Liabilities maturing after 12 months - (554) - (699) Derivative financial instruments - on balance sheet - (730) - 13 Swaps included in investments in associates and joint ventures Regent Arcade House Holdings Ltd 20/05/2015 20/05/2020 1.57 - - 37,500 (453) Elysion Braunschweig S.a.r.l 01/04/2014 29/12/2023 2.43 4,860 (127) - - Elysion Dessau S.a.r.l 01/04/2014 29/12/2023 2.43 4,809 (126) - - Elysion Kappeln S.a.r.l 01/04/2014 29/12/2023 2.80 5,350 (167) 5,346 (82) Elysion Winzlar S.a.r.l 01/04/2014 29/12/2023 2.80 3,423 (104) 3,564 (55) Derivative financial instruments - associates and joint ventures 18,442 (524) 46,410 (590) 27. Acquisitions of subsidiaries (business combinations and asset acquisitions) Prior year business combinations On 30 June 2017, the Group acquired 100% of the share capital of C2 Capital Limited which is the management platform that, among other mandates, provides asset management and portfolio services to Industrials LP, the partnership which owns 25 multi-let industrial estates across the UK. Stenprop acquired the shares in C2 Capital Limited for GBP3.5 million, which was settled by the issue of 3,270,500 Stenprop shares valued at EUR1.22 per share. Details of the assets and liabilities acquired and goodwill arising are as follows: Attributed fair value GBP'000 Investment in joint venture (1) Cash and cash equivalents 89 Trade and other receivables 52 Trade and other payables (138) Fair value of acquired interest in net assets of subsidiary 2 Goodwill 3,500 Total purchase consideration 3,502 Goodwill of GBP3.5 million arising as a result of the acquisition of C2 Capital Limited was impaired in full during the period. Prior year asset acquisitions On 30 June 2017, the Group acquired 100% of the interests in Industrials UK LP which owns a portfolio of multi-let industrial properties. The total purchase consideration was calculated with reference to the net asset value of the entities acquired as detailed below: Total attributed fair value GBP'000 Investment property 127,000 Cash and cash equivalents 2,983 Trade and other receivables 1,260 Trade and other payables (4,252) External debt (69,133) Total purchase consideration settled in cash 57,858 Costs incurred in the acquisition of the MLI Portfolio amounted to GBP1.65 million. These acquisition costs were capitalised to the cost of the asset. At 31 March 2018, the investment was stated at fair value, and any movement was recognised as fair value movement in the statement of comprehensive income. 28. Acquisition of subsidiaries and joint ventures During the year the Group incorporated the following companies: Net assets Incorporation Cost acquired Name Jurisdiction date GBP'000 GBP'000 Acquisition of industrial properties - - Stenprop Industrials 5 Limited BVI - - Stenprop Industrials 6 Limited Guernsey 24/08/2018 - - Stenprop Industrials 7 Limited Guernsey 30/08/2018 - - Stenprop Industrials 8 Limited Guernsey 30/08/2018 - - Stenprop Industrials Holdings Limited Guernsey 24/08/2018 - - 29. Disposal of subsidiaries On 17 July 2018, the Group disposed of its 100% shareholding in Polo Property GmbH for a consideration of CHF12.7 million. Polo Property GmbH owned the properties known as Altendorf and Arlesheim in Switzerland. On 12 March 2019, the Group disposed of its 100% shareholding in Euston PropCo Limited for a consideration of GBP66.6 million. Euston PropCo Limited owned the property Euston House, London. In the prior year, on 11 January 2018, the Group disposed of its 100% shareholding in Normanton Properties Limited for a consideration of GBP42.6 million. Normanton Properties Limited owned the property Pilgrim Street, London. The impact of these disposals on the Group is shown below: 31 March 31 March 2019 2018 GBP'000 GBP'000 Carrying value of net assets at disposal date Investment property 110,419 79,900 Trade and other receivables 627 205 Cash and cash equivalents 2,132 1,831 Borrowings (45,334) (37,608) Trade and other payables (2,871) (1,694) Net assets disposed 64,973 42,634 Net disposal proceeds 74,094 42,608 Foreign exchange movement in foreign operations (231) - Profit/(loss) on disposal of subsidiaries (including discontinued operations) 8,890 (26) Net assets disposed 64,973 42,634 Discontinued Operations - Loss on disposal of subsidiary (note 20) (2,236) - Continuing Operations - Profit/(loss) on disposal of subsidiary 11,126 (26) Profit/(loss) on disposal of subsidiaries (including discontinued operations) 8,890 (26) 30. Deferred tax The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period. 31 March 31 March 2019 2018 GBP'000 GBP'000 Opening balance (9,379) (5,794) Deferred tax recognised on investment properties 2,905 (3,675) Deferred tax recognised on revaluation of financial liabilities 8 (53) Deferred tax on tax losses 492 590 Deferred tax - other withholding tax (1,768) - Exchange movements 1,223 - Adjustment for liabilities directly associated with assets classified as Held for Sale adjustment (3,897) (447) Closing balance (10,416) (9,379) Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes: 31 March 31 March 2019 2018 GBP'000 GBP'000 Deferred tax liabilities (15,574) (18,040) Deferred tax assets 5,158 4,764 Adjustment for liabilities directly associated with assets classified as Held for Sale adjustment - 3,897 Closing balance (10,416) (9,379) Deferred tax opening balance 13,276 10,139 Exchange movements (1,223) (123) Deferred tax liability closing balance (10,416) (13,276) Movement in deferred tax 1,637 (3,260) 31. Financial Risk Management (i) The Group is exposed to a variety of financial risks including market risk, credit risk and liquidity risk. The overall risk management strategy seeks to minimise the potential adverse effects on the Group's financial performance. Certain risk exposures are hedged via the use of financial derivatives. This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing these risks, and the Group's management of capital. Further quantitative disclosures are included throughout these audited financial statements where relevant. The Group's board has overall responsibility for the establishment and oversight of the Group's risk management framework. During the reporting period, the Risk Committee, established by the board, assumed responsibility for developing and monitoring the Group's risk management policies. With effect from 1 May 2018, the Risk Committee was replaced with a combined Audit and Risk Committee. The committee participates in management's process of formulating and implementing the risk management plan and it reports on the plan adopted by management to the board. The objective of risk management is to identify, assess, manage and monitor the risks to which the business is exposed, including, but not limited to, information technology risk. The board is responsible for ensuring the adoption of appropriate risk management policies by management. The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Group's activities. The board will also ensure that there are processes in place between itself and management enabling complete, timely, relevant, accurate and accessible risk disclosure to shareholders. To enable the Audit and Risk Committee to meet its responsibilities, terms of reference were adopted by the board. These include appropriate standards, the implementation of systems of internal control and an effective risk-based internal audit which comprises policies, procedures, systems and information to assist in: - safeguarding assets and reducing the risk of loss, error, fraud and other irregularities; - ensuring the accuracy and completeness of accounting records and reporting; - preparing timely, reliable financial statements and information in compliance with relevant legislation and generally accepted accounting policies and practices; and - increasing the probability of anticipating unpredictable risk. The committee oversees how management monitors compliance with the Group's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the Group. Credit risk The Group's principal financial assets are cash and cash equivalents as well as trade and other receivables. The credit risk arising from deposits with banks is managed through a policy of utilising only independently rated banks with acceptable credit ratings. The credit quality of cash and cash equivalents can be assessed by reference to external credit ratings of the counterparty where the account or deposit is placed. The credit rating summary below represents the nine European financial institutions that hold more than GBP1 million (or GBP equivalent) of the Group's cash at 31 March 2019. Together these banks hold 96% of the Group's total cash at bank. 31 March 31 March 2019 2018 - ABN AMRO Bank NV A A - Barclays Private Clients International Limited A A - Berlin Hyp AG AA- N/A - Credit Suisse AG A N/A - Deutsche Bank AG A- A- - Hamburg Commercial Bank AG A N/A - Lloyds Bank plc A N/A - Royal Bank of Scotland Group plc A BBB - Santander UK plc A A The directors are satisfied as to the creditworthiness of the banks where the remaining cash is held. At the time of acquisition of a property, and from time to time thereafter, the Company reviews the quality of the contracted tenants to ensure that the tenants meet acceptable covenants. Trade receivables are presented in the statement of financial position net of allowances for doubtful receivables. An allowance for impairment is made where there is an indefinable loss event, which based on previous experience, may give risk to a non-recovery of a receivable. The carrying amount of financial assets represents the maximum credit exposure at the reporting date. At 31 March 2019, trade and other receivables and cash and cash equivalents amounts to GBP64.1 million (2018: GBP32.8 million) as shown in the statement of financial position. 31. Financial Risk Management (ii) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash resources, the availability of funding through appropriate and adequate credit lines and managing the ability of tenants to settle within lease obligations. Through the forecasting and budgeting of cash requirements the Group ensures that adequate committed resources are available. By its nature, the market for investment property is not immediately liquid; therefore, the Group's ability to vary its portfolio in a timely fashion and to receive a fair price in response to changes in economic and other conditions may be limited. Furthermore, where the Group acquires investment properties for which there is not a readily available market, the Group's ability to deal in any such investment or obtain reliable information about the value of such investment or risks to which such property investment is exposed may be limited. The Group's short-term liquidity risk is secured by the existence of cash balances, through the fact that rental income exceeds the Group's cost structures and through ensuring that facilities are managed within debt covenants. The following table details the contractual maturity date of the Group's financial liabilities. The table has been compiled based on the undiscounted contractual maturities of the financial liabilities, including interest that will accrue to those liabilities, except where the Group is entitled and intends to repay the liability before its maturity. The discount column represents the possible future cash flows included in the maturity analysis, such as future interest or potential payments that have not been included in the carrying amount of the financial liability. The table also includes a reconciliation to the carrying value in the statement of financial position. Less than Three to one One to three twelve One to five Over five month months months years years Discount Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Interest-bearing loans - 160 35,751 106,942 108,344 - 251,197 Loan interest 685 1,806 4,704 12,025 - (18,311) 909 Financial liabilities - - 176 554 - - 730 Deferred tax - - - 10,415 - - 10,415 Other payables (incl. tax) - 2,136 10,462 - - - 12,598 Accruals - 38 3,033 - - - 3,071 Deferred income - 5,128 - - - - 5,128 Liabilities directly associated with assets classified as Held for Sale - (219) (9,106) - - - (9,325) As at 31 March 2019 685 9,049 45,020 129,936 108,344 (18,311) 274,723 Less than Three to one One to three twelve One to five Over five month months months years years Discount Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Interest-bearing loans 56,358 - 8,667 76,261 180,436 - 321,722 Loan interest 825 1,912 5,509 15,684 - (23,076) 854 Financial liabilities 14 - - 699 - - 713 Deferred tax - - 3,898 9,379 - - 13,277 Other payables (incl. tax) - 2,177 7,180 - - - 9,357 Accruals - - 3,891 - - - 3,891 Deferred income - 4,883 - - - - 4,883 Liabilities directly associated with assets classified as Held for Sale (56,405) (286) (11,016) - - - (67,707) As at 31 March 2018 792 8,686 18,129 102,023 180,436 (23,076) 286,990 31. Financial Risk Management (iii) Fair value of financial instruments The following table summarises the Group's financial assets and liabilities into categories required by IFRS 7 Financial Instruments disclosures. The directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial statements approximate their fair values. Total carrying Held at fair Held at amount value through amortised 31 March profit and loss cost 2019 GBP'000 GBP'000 GBP'000 Financial assets Cash and cash equivalents - 57,425 57,425 Derivative financial instruments - - - Accounts receivable - 5,053 5,053 Other debtors - 15,011 15,011 31 March 2019 - 77,489 77,489 Financial liabilities Bank loans - 245,090 245,090 Derivative financial instruments 730 - 730 Accounts payable and accruals - 18,487 18,487 31 March 2019 730 263,577 264,307 Total carrying Held at fair Held at amount value through amortised 31 March profit and loss cost 2018 GBP'000 GBP'000 GBP'000 Financial assets Cash and cash equivalents - 24,549 24,549 Derivative financial instruments 712 - 712 Accounts receivable - 7,089 7,089 Other debtors - 15,372 15,372 31 March 2018 712 47,010 47,722 Financial liabilities Bank loans - 259,497 259,497 Derivative financial instruments 699 - 699 Accounts payable and accruals - 17,414 17,414 31 March 2018 699 276,911 277,610 31. Financial Risk Management (iv) Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and price risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising returns to shareholders. Investment in property is subject to varying degrees of risk. The main factors which affect the value of the investment in property include: - changes in the general economic climate; - local conditions in respective markets, such as oversupply, or a reduction in demand, for commercial space in a specific area; - competition from other available properties; and - government regulations, including planning, environmental and tax laws. . While a large number of these factors are outside the control of the management, market and property-specific factors relevant to maintain a sustainable income stream within the Group's yield parameters are considered as part of the initial due diligence. Properties and tenant leases are actively managed. Foreign currency risk The Group's presentation currency is Sterling. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency or exchange rates. At the reporting date, the following table summarises the Group's exposure to foreign currency risk in respect of assets and liabilities held in EUR (Germany) and CHF (Switzerland). 31 March 31 March 2019 2018 GBP'000 GBP'000 Assets CHF 21,423 94,875 EUR 256,226 292,426 Liabilities CHF 9,326 53,644 EUR 122,251 138,241 Foreign currency sensitivity analysis The sensitivity analysis measures the impact on the Group's exposure in Sterling (based on a change in the reporting date spot rate) and the impact on the Group's Sterling profitability, given a simultaneous change in the foreign currencies to which the Group is exposed at the reporting date. A 10% strengthening in the Sterling exchange rate against the following currencies at year end would have decreased equity and profits by the amounts shown below. The 10% threshold was selected as a reasonable, worst-case scenario and is considered a prudent threshold. This analysis assumes that all other variables remain constant. For a 10% weakening of Sterling, there would be an equal but opposite impact on the profit and equity and the balance would be positive. Equity Profit or loss GBP'000 GBP'000 CHF impact (1,210) 237 EUR impact (13,398) (1,127) (14,608) (890) The exchange rates against GBP during the year were: Average rate for year to As at 31 March 31 March 2019 2019 CHF 0.7691 0.7710 EUR 0.8820 0.8608 Interest rate risk The Group's interest rate risk is associated with cash and cash equivalents, on the one hand, and interest-bearing borrowings, on the other. If the interest is variable, it presents the Group with a cash flow interest rate risk. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As stated in note 24, borrowings from credit institutions are protected against movements in interest rates. The Group uses interest rate swaps to manage its interest rate exposure. 31. Financial Risk Management (v) Fair value hierarchy The table below analyses the Group's financial instruments carried at fair value, by valuation method. The fair value measurement for the Group's financial assets and financial liabilities are categorised into different levels in the fair value hierarchy. The different levels have been defined as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date. Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). Total financial Designated at fair value instruments recognised at fair value Level 1 Level 2 Level 3 GBP'000 GBP'000 GBP'000 GBP'000 31 March 2019 Assets Derivative financial instruments - - - - Total assets - - - - Liabilities Derivative financial instruments 730 - 730 - Total liabilities 730 - 730 - 31 March 2018 Assets Derivative financial instruments 712 - 712 - Total assets 712 - 712 - Liabilities Derivative financial instruments 699 - 699 - Total liabilities 699 - 699 - Details of changes in valuation techniques There have been no significant changes in valuation techniques during the period under review. Significant transfers between Level 1, Level 2 and Level 3 There have been no significant transfers during the period under review. Unobservable inputs Unobservable inputs for Level 3 investment properties are disclosed in note 16. Capital risk management The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 24, cash and cash equivalents and equity attributable to ordinary shareholders of the Company, comprising issued capital, reserves and retained earnings as disclosed in the statement of changes in equity. Stenprop's average loan-to-value ratio ('LTV') ratio at 31 March 2019 was 44.2% (2018: 49.2%), including joint ventures and associates and the Group is not subject to any external capital requirements. The Group strategy is to maintain a debt-to-equity ratio and LTV to ensure that property performance is translated into an enhanced return for shareholders while at the same time ensuring that it will be able to continue as a going concern through changing market conditions. The directors are of the opinion that a 40% LTV in respect of secured external borrowings is an appropriate target for the Group, given the current market conditions. 32. Related party transactions Parties are considered related if one party has control, joint control or significant influence over the other party in making financial and operating decisions. Transactions with related parties are made on terms equivalent to those that prevail in an arm's length transaction. Directors' remuneration and interests in the ordinary shares of the Company are set out in Note 8, 'Employees' and directors' emoluments'. 33. Minimum lease payments The Group earns rental income by leasing its investment properties to tenants under non-cancellable operating leases. At the balance sheet date the Group had contracted with tenants for the following future minimum lease payments on its investment properties: 31 March 31 March 2019 2018 GBP'000 GBP'000 Continuing operations Within one year 33,167 30,006 Between one and two years 26,796 26,849 Between two and five years 45,658 57,087 After five years 38,039 42,336 143,660 156,278 Discontinuing operations Within one year 1,157 7,086 Between one and two years 1,157 6,516 Between two and five years 3,470 17,779 After five years 15,623 27,621 21,407 59,002 34. Contingent liabilities and commitments As at 31 March 2019, the Group was contractually committed to GBP2.16 million for the redevelopment at the Conningsby Park MLI site in Peterborough. Works are estimated to be completed by September 2019. The Group has a further GBP1.1 million of construction contracts committed to for the continuing redevelopment of Bleichenhof in central Hamburg. Construction is expected to be complete by the end of 2019. 35. Events after the reporting period (i) Declaration of dividend On 5 June 2019, the board declared a final dividend of 3.375 pence per share. The final dividend will be payable in cash or as a scrip dividend by way of an issue of new Stenprop shares. An announcement containing details of the dividend and the timetable will be made in due course. (ii) Share incentive awards On 5 June 2019, the board, on the recommendation of the remuneration committee, approved share-based awards in relation to the Long Term Incentive Plan and the Deferred Share Bonus Plan. Details of awards made to executive directors can be seen in note 8. Date: 06/06/2019 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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