Annual Report
& Financial
Statements
for the year ended 30 June 2024
Alternative Income REIT PLC aims to
offer investors a secure, diversified and
index-linked income return, whilst at
least maintaining capital values in real
terms, through exposure to alternative
and specialist real estate sectors in the
UK. The Company’s focus is to construct
a portfolio with a weighted average
unexpired lease term in excess of 18 years
and inflation linkage on at least 85% of the
portfolio’s gross passing rent, each at the
time of investment.
Welcome
Contents
Strategic Report
2
Highlights
6
Chairman’s Statement
8
Business Model and Strategy
10
Key Performance Indicators
11
EPRA Performance Measures
12
Investment Adviser’s Report
20
Environmental, Social and Governance
Report
22
Section 172(1) Statement
24
Principal Risks and Uncertainties
30
Going Concern and Viability Statement
31
Board Approval of the Strategic Report
Corporate Governance
33
Board of Directors
34
Corporate Governance
38
Report of the Audit Committee
40
Report of the Management Engagement
Committee
41
Annual Statement of Directors’ Remuneration
42
Remuneration Policy
43
Directors’ Remuneration Report
46
Directors’ Report
48
Information Disclosures under the AIFM
Directive
49
Statement of Directors’ Responsibilities
50
Independent Auditor’s Report
Financial Statements
56
Consolidated Statement of Comprehensive
Income
57
Consolidated Statement of Financial Position
58
Consolidated Statement of Changes in Equity
59
Consolidated Statement of Cash Flows
60
Notes to the Consolidated Financial
Statements
75
Company Statement of Financial Position
76
Company Statement of Changes in Equity
77
Notes to the Company Accounts
General
82
EPRA Performance Measures (Unaudited)
83
Alternative Performance Measures
85
Glossary
87
Company Information
88
Shareholder Information
89
Notice of Annual General Meeting
£65.1m
Net Asset Value (‘NAV’)
2023: £67.8m
Change: -3.9%
80.90p
NAV per share
2023: 84.16p
Change: -3.9%
66.00p
Share price
2023: 64.70p
Change: 2.0%
18.4%
Share price discount to NAV
A
2023: 23.1%
Change: -4.7%
£102.7m
Investment property fair value
2023: £107.0m
Change: -4.0%
37.7%
Loan to gross asset value (‘GAV’)
A
2023: 36.8%
£41.0m
Loan facility
2023: £41.0m
Financial highlights
At 30 June
A
Alternative Performance Measure, please see pages 83 to 84
for further details.
•
The NAV decrease to 80.90 pence per
share (‘pps’) was primarily due to the
£4.3 million (-4.0%) reduction in the
fair value of the investment properties,
which were impacted by an upward
yield movement across the wider real
estate sector, driven primarily by rises
in interest rates and inflation during
the year. Dividends in respect of the
year totalled 5.9pps, which was in line
with the Board’s 2024 target annual
dividend, and are a 3.5% increase when
compared to the previous year target
dividend of 5.7pps.
•
Dividend yield decreased by 0.4%
despite an increase in the target
dividend for the year. This was due
to the total dividend being less than
the preceding year. Based on target
dividends only, the dividend yield
increased marginally from 8.8% to 8.9%.
•
Profit before tax of £2.4 million,
equivalent to 2.93pps is after a
£2.9 million valuation reduction in
the property portfolio.
•
Loan to GAV of 37.7% and interest
cover ratio of 611.3% gives significant
headroom on the lender’s loan to value
covenant of 60% and interest cover
covenant of 250%, respectively. The
loan matures on 20 October 2025 and
is fixed at a weighted average interest
cost of 3.19%.
5.89p
EPRA earnings per share (‘EPS’)
A
2023: 6.75p
Change: -12.7%
£2.4m
Profit before tax
2023: loss £5.2m
Change: 146.2%
5.99p
Adjusted EPS
A
2023: 6.43p
Change: -6.8%
2.93p
Earnings per share
2023: loss 6.51p
Change: 145.0%
5.90p
Total dividends per share
2023: 6.045p
Change: -2.4%
11.6%
Share price total return
A
2023: -14.2%
5.90p
Target dividend
2023: 5.70p
Change: 3.5%
3.5%
NAV total return
A
2023: -6.7%
8.9%
Dividend yield
A
2023: 9.3%
Change: -0.4%
£7.7m
Gross passing rental income
2023: £7.6m
Change: 1.3%
£6.2m
Operating profit
2023: £6.9m
Change: -10.1%
1.46%
Ongoing charges
A
2023: 1.39%
Change: +7bps
Financial highlights
overview
For the year ended 30 June
Motorpoint, Birmingham
101.5%
Dividend cover
A
2023: 106.4%
Change: -4.9%
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
3
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Operational Overview
£7.4m
Rent recognised
Rent recognised was £7.4 million (2023: £8.1 million), of which
£0.1 million (2023: £0.4 million) was accrued debtors for the
combination of rental smoothing of minimum uplifts and rent-
free periods.
11
Rent reviews
A total of 11 rent reviews took place during the year, which
resulted in a combined rental uplift of £294,000, which represents
a 4.3% increase on contracted rent across the portfolio.
£102.7m
Group’s property portfolio value
The Group’s property portfolio had a fair value of £102.7 million
across 19 properties
(2023: £107.0 million across 19 properties)
6.9%
EPRA Net Initial Yield
A
(‘NIY’)
(2023: 6.6%)
95.8%
Inflation linked
95.8% of the Group’s income is inflation linked to Retail Price
Index (‘RPI’) or Consumer Price Index (‘CPI’).
100%
The assets were fully let at both the current and
previous year end.
Weighted average unexpired lease term
(‘WAULT’):
16.5
years
to the earlier of break and expiry
(2023: 17.0 years)
18.4
years
to expiry
(2023: 18.9 years)
At the Group’s year end of 30 June 2024
Income and expense during the year
A
Alternative Performance Measure, please see pages 83 to 84 for further details.
Volvo, Slough
4
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
1.625
pps
Interim dividend for the quarter ended
30 June 2024
On 8 August 2024, the Board declared an interim
dividend for the quarter ended 30 June 2024 of
1.625pps. As a result, the dividend target of 5.9pps for
the year ended 30 June 2024 was met. This dividend
was paid on 30 August 2024 to shareholders on the
register at 16 August 2024. The ex-dividend date was
15 August 2024.
100%
of rent collected by September 2024
By 30 September 2024, the Group had collected
100% of rent for the four rental quarters of the
financial year being reported.
Events after the reporting period
Two Transactions
In the year, two property transactions were
completed. The first was the sale of Mercure Hotel
in Glasgow which was disposed of on 8 August
2023 for £7.5 million at a 7.9% premium to its fair
value. Part of the net proceeds of sale, totalling
£5.3 million, were reinvested in the Virgin Active in
Streatham on 18 December 2023.
Property transactions during the year
Mecure Hotel, Glasgow
Virgin Active, Streatham
Proposed changes
to the Company’s
Investment Policy
The current Investment Policy originated in 2017 at
the launch of the Company and contains detailed
and, at times, highly restrictive requirements. In light
of this, and following significant changes to property
markets, the Board believes that changing the
Investment Policy will better place the Company to
deliver added value to shareholders.
Further explanation of the proposed changes is
included in the Chairman’s Statement on pages 6 to 7.
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
5
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Chairman’s Statement
Property Portfolio at 30 June 2023
I am pleased to present the annual audited results of
Alternative Income REIT PLC (the ‘Company’) together
with its subsidiaries (the ‘Group’) for the financial year
ended 30 June 2024.
Overview
The wider market for the year under review
was characterised by high inflation, low rental
growth and rising interest rates. This has
proved to be somewhat of a mixed blessing
for the Group. From an income standpoint, the
economic environment has seen our portfolio
continuing to perform well, benefitting from
its long dated and high yielding leases with
index-linked rental increases. On the other
hand, the portfolio suffered a relatively modest
reduction of £4.3 million (2023: £10.9 million
reduction), including the property transactions
throughout the year, and at 30 June 2024 was
valued at £102.7 million (2023: £107.0 million).
On a like-for-like basis, the value of the
Group’s properties reduced from £100.1m to
£97.6 million.
The portfolio should continue to perform
relatively well during a period of higher
inflation, as 95.8% of its rental income is
subject to index-linked reviews and 32.3%
of rental income is not subject to any cap
on rental increases. During the financial
year, a total of 11 rent reviews took place,
which resulted in a combined rental uplift of
£294,000, which represents a 4.3% increase on
contracted rent across the portfolio.
During the year two property transactions were
completed. The first was the sale of Mercure
Hotel in Glasgow which was sold on 8 August
2023 for £7.5 million at a 7.9% premium to its fair
value. The second was the purchase of Virgin
Active in Streatham purchased on 18 December
2023 for £5.3 million. The Investment Advisor has
been actively seeking a further property in order
to invest the remaining proceeds.
The Board continues to keep costs under
control and the Group also benefits from both
a low overhead base and fixed borrowing
costs until 20 October 2025. Together with
the active asset management initiatives being
undertaken, the Board considers that the
portfolio will continue to deliver an attractive
yield as a result of its secure and growing
rental income. These factors, together with
the recent fall in the rate of inflation and
the resulting cut in UK interest rates will
undoubtedly improve the sentiment towards
the property market.
At the year end, the portfolio has a slightly
increased net initial yield of 7.1% compared to
the previous year end of 6.6% and a WAULT to
the first break of 16.5 years and 18.4 years to
expiry (2023: 17.0 and 18.9 years, respectively).
Financing
The Group has fully utilised its £41.0 million
loan facility with Canada Life Investments
throughout the year. The weighted average
interest cost of the facility is 3.19% and
it is repayable on 20 October 2025. There
are currently no penalties projected for
repaying the Group’s loan facility, given the
corresponding gilt rate is lower than the
contracted rate of interest.
Whilst the refinancing is some time in the
future, the Board have recently commenced
an interview process to find a suitable debt
adviser, with the relevant expertise and proven
accessibility to potential lenders, to assist with
the refinancing. The Board is confident that the
requisite refinancing will be achieved prior to
the loan’s due date.
Dividends and earnings
During this financial year, the Company
declared four interim dividends totalling 5.9pps
(2023: 5.7pps), with the total dividends declared
for 2023 being 6.045pps, which included
0.345pps relating to monies received following
the successful settlement of a historic legal
case), which was in line with the previously
announced dividend target of 5.9pps (2023:
5.7pps), representing a 3.5% increase on the
previous year. I am pleased to report that these
dividends were covered by cash earnings.
As set out in Note 8 to the consolidated
financial statements, these dividends
were covered by the Group’s Adjusted EPS
(representing cash) of 5.99pps (2023: 6.43pps).
Furthermore, Note 9 sets out all dividends paid
and payable in the year. All dividends were
paid as Property Income Distributions (‘PIDs’).
The Group’s index-linked
portfolio, with its properties
let on predominantly long
dates and high yielding
leases, has continued to
perform relatively well,
when compared with its
peer group.”
Simon Bennett
Chairman
4.3%
Increase on contracted rent
£102.7m
Property portfolio value
£294,000
Combined rental uplift
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Annual Report & Financial Statements 2024
Historically the Board has paid dividends
in four instalments each financial year. The
Board intends to continue with this practice
by making dividend payments in November,
February, May and August each year. In order
to do this, all dividends need to be declared
and paid as interim dividends. The Board,
however, recognises that this precludes
shareholders from having the opportunity to
vote on a final dividend. Recognising this, and
although not required to do so, Resolution
8 in the AGM notice gives shareholders the
opportunity to vote on this dividend policy.
Discount
The discount of the share price to NAV at
30 June 2024 narrowed to 18.4% from 23.1%
at the previous year end. The Board monitors
the discount level throughout the year and
has the authority to both issue and buy
back shares. Although these powers have
not been used to date, the Board believes
these authorities are important powers for it
to have available, if required, and therefore
recommends that shareholders vote in favour
of their continuance at the forthcoming AGM.
Change of Investment Adviser
During the year, the Board undertook a
review of the Group’s investment advisory
arrangements. This review included proposals
from a number of select third party investment
managers with the relevant property expertise.
Following this review, in February 2024 the
Board approved the appointment of Martley
Capital Real Estate Investment Management
Ltd (‘Martley Capital’) as the Group’s
Investment Adviser, with the appointment
effective on 15 March 2024. Martley Capital
Group (of which Martley Capital is a subsidiary)
launched in December 2023 as a new venture,
whereby key members of the previous advisory
team at M7 Real Estate continue to service
the Group as part of the Martley Capital
team. The appointment of Martley Capital
was by way of a deed of novation of the
Group’s investment advisory agreement (and
subsequent minor changes thereto) leaving the
parties on substantially the same terms and at
an unchanged fee.
Proposed changes to the
Company’s Investment Policy
The current Investment Policy originated
in 2017 at the launch of the Company, and
contains detailed and, at times, highly
restrictive requirements. Many of these
restrictions were required to differentiate
the Company’s Investment Policy from that
of other investment vehicles managed by
the Company’s former investment manager.
The Board believes that in light of this, and
following significant changes to the property
markets since launch, that the Company will
be better placed to deliver added value to
shareholders with a changed Investment Policy
which better serves the Company’s Investment
Objective of generating predictable income
returns whilst maintaining capital values
by means of investment in a diversified UK
portfolio.
The principal changes to the Investment Policy
include a reduction in the minimum WAULT of
the portfolio from 18 to 10 years, a reduction in
the percentage of leases required to be linked
to inflation from 85% to 75% of gross passing
rent, and a reduction in the requirement for
properties to be in non-traditional sectors (and
thus in alternative and specialist sectors) from
70% to at least 50%. At the same time, the
Board has taken the opportunity to simplify
the language used in the Investment Policy, to
make it far easier to understand.
The proposed changes to modernise the
Investment Policy should provide the
Investment Adviser with additional flexibility
to invest in attractive opportunities, without
changing the Company’s core nature and
objective.
Therefore, the Company will be proposing an
ordinary resolution at its AGM on 12 November
2024 to seek permission from shareholders
to change the Company’s Investment Policy.
The proposed changes to the Company’s
Investment Policy are set out in more detail
on page 90 of the Notice of Meeting dated
1 October 2024 and sent to shareholders with
the Annual Report and Financial Statements.
An explanation of both the current and
proposed Investment Policy is set out on pages
96 to 98. The Board believes that the changes
are in the best interests of the Company and
shareholders as a whole and it is unanimous in
recommending that shareholders should vote
in favour of all resolutions, as the Directors will
in respect of their own beneficial holdings.
AGM
The Company will hold its AGM at 10am on
Tuesday 12 November 2024 at the offices of
Panmure Liberum, Ropemaker Place, Level
12, 25 Ropemaker Street, London EC2Y 9LY.
As usual, the Investment Adviser will give a
presentation on the Group prior to proceeding
with the business of the AGM.
I always welcome engagement with
shareholders, and they should be aware
that if they are unable to attend in person,
they can submit questions to the Board by
emailing the Company Secretary at
hanwayadvisory@jtcgroup.com or by writing
to me at the Group’s registered office, namely,
Alternative Income REIT plc, The Scalpel 18th
Floor, 52 Lime Street, London EC3M 7AF.
Outlook
The recent announcement by the Bank of
England to reduce interest rates together with
the recent fall in the rate of inflation might
mark the bottom of the property market and
will undoubtedly improve investor sentiment
towards the sector. The Group’s index-
linked portfolio, with its properties let on
predominantly long dates and high yielding
leases, has continued to perform relatively
well, when compared with its peer group.
In the coming financial year, approximately
46.5% of the Group’s income will be subject
to rent reviews (36.0% as annual index-linked
rent reviews and the remaining 10.4% being
periodic five yearly index-linked rent reviews).
Together with the active asset management
initiatives being undertaken, the Board
considers that the portfolio will continue to
deliver an attractive yield as a result of its
secure and growing rental income.
I would like to take this opportunity to thank
my colleagues on the Board, the Investment
Adviser, the Company Secretary and our other
advisers and service providers, who have
provided professional support and services to
the Group during this financial year. The Group
has a good team, to whom a large proportion
of the Company’s success can be attributed.
Simon Bennett
Chairman
1 October 2024
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
7
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Business Model
and Strategy
Alternative Income REIT plc is a real estate investment trust listed on the closed-
ended investment funds category of the Official List of the Financial Conduct
Authority (‘FCA’) and traded on the Main Market of the London Stock Exchange. As
part of its business model and strategy, the Group has maintained and intends to
maintain its UK REIT status.
Investment objective
The investment objective of the Group is to generate a secure and
predictable income return, sustainable in real terms, whilst at least
maintaining capital values, in real terms, through investment in a
diversified portfolio of UK properties, predominantly within the
alternative and specialist sectors.
Investment policy
In order to achieve the investment objective, the Group invests in
freehold and long leasehold properties across the whole spectrum
of the UK property sector, but with a focus on alternative and
specialist real estate sectors. Examples of alternative and specialist
real estate sectors include, but are not limited to, leisure, hotels,
healthcare, education, logistics, automotive, supported living and
student accommodation.
In the event of a breach of the investment policy or the investment
restrictions set out below, the Alternative Investment Fund
Manager (‘AIFM’), as advised by the Investment Adviser, shall inform
the Board upon becoming aware of the same and, if the Board
considers the breach to be material, notification will be made to
a Regulatory Information Service and the AIFM, as advised by the
Investment Adviser, will look to resolve the breach.
Any material change to the investment policy or investment
restrictions of the Group may only be made with the prior approval
of shareholders.
Investment strategy
The Group focuses on properties which can deliver a secure income
and preserve capital value, with an attractive entry yield. The Group
has an emphasis on alternative and specialist property sectors to
access the attractive value and capital preservation qualities which
such sectors currently offer.
The Group will supplement this core strategy with active asset
management initiatives for certain properties.
Subject at all times to the AIFM’s (as advised by the Investment
Adviser) assessment of their appeal and specific asset investment
opportunities, permitted sectors include, but are not limited to the
following: Healthcare; Leisure; Hotels and serviced apartments;
Education; Automotive; Car parks; Residential; Supported living;
Student accommodation; Logistics; Storage; Communications;
The Company is governed by a Board of non-executive directors (the ‘Board’) and has no employees. The Board is responsible for determining the Company’s
investment objective and investment policy. Like other investment companies, the day-to-day management and administration of the Company is outsourced
by the Board to third party providers, including Martley Capital as investment adviser, Langham Hall Fund Management LLP as AIFM and Hanway Advisory
Limited as Company Secretary.
Proposed changes to the Investment Policy and Investment Objective
Shareholder approval is being sought at the forthcoming Annual General Meeting, under ordinary Resolution 10, to change the Company’s Investment Policy.
The proposal is explained in the Notice of Meeting which is included within this Annual Report on pages 89-98.
The current investment objective and policy is set out below. The minor change to the investment objective of “in” to “predominantly within the”, is shown
below, and does not require shareholder approval.
Supermarkets; and, subject to the limitations on traditional sector
exposures below, Offices; Shopping centres; Retail and Retail
Warehouses; and Industrial.
The Group is not permitted to invest in land assets, including
development land which does not have a development agreement
attached, agriculture or timber.
The focus will be to invest in properties to construct a portfolio with the
following minimum targets:
•
a WAULT, at the time of investment, in excess of 18 years;
•
at least 85% of the gross passing rent will have leases with rent
reviews linked to inflation (RPI or CPI) at the time of investment;
•
investment in properties which typically have a value, at the time of
investment, of between £2 million and £30 million;
•
at least 70% of the properties will be in non-traditional sectors;
•
less than 30% of the properties will be in the traditional sectors of
Retail, Industrial and Offices; and
•
over 90% of properties will be freehold or very long leasehold (over
100 years).
Once GAV is £250 million or greater, future investments will be made to
target a portfolio with at least 80% of the properties in non-traditional
sectors and less than 20% of the properties in traditional sectors.
Whilst each acquisition will be made on a case-by-case basis, it is
expected that properties will typically offer the following characteristics:
•
existing tenants with strong business fundamentals and profitable
operations in those locations;
•
depth of tenant/operator demand;
•
alternative use value;
•
current passing rent close to or below rental value; and
•
long-term demand drivers, including demographics, use of
technology or built-for-purpose real estate.
The Group may invest in commercial properties or portfolios of
commercial property assets which, in addition, include ancillary or
secondary utilisations.
The Group does not intend to spend any more than 5% of the NAV
in any rolling 12-month period on (a) the refurbishment of previously
occupied space within the existing Portfolio, or (b) the refurbishment of
new properties acquired with vacant units.
The Group may invest in corporate and other entities that hold property
and the Group may also invest in conjunction with third party investors.
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Annual Report & Financial Statements 2024
Investment restrictions
GAV of less than £250 million
Investment in a single property
limited to 15% of GAV (measured
at the time of investment).
The value of assets in any sub-
sector in one geographical region,
at the time of investment, shall
not exceed 15% of GAV.
GAV of £250 million or greater
Investment in a single property
limited to 10% of GAV (measured
at the time of investment).
Investments will be made with a
view to reducing the maximum
exposure to any sub-sector in
one geographical region to 10%
of GAV.
The value of assets in any one sector and sub-sector, at the time of
investment, shall not exceed 50% of GAV and 25% of GAV respectively.
Exposure to a single tenant covenant will be limited to 15% of GAV.
The Group may commit up to a maximum of 10% of its GAV (measured at
the commencement of the project) in development activities.
Investment in unoccupied and non-income producing assets will, at the
time of investment, not exceed 5% of Estimated Rental Value (‘ERV’).
The Group will not invest in other closed-ended investment companies.
If the Group invests in derivatives for the purposes of efficient portfolio
and cash management, the total notional value of the derivatives at the
time of investment will not exceed, in aggregate, 20% of GAV.
The Group will invest and manage its assets with the objective of
spreading risk through the above investment restrictions.
When the measure of GAV is used to calculate the restrictions relating
to (i) the value of a single property and (ii) the value of assets in any sub-
sector in one geographical region, it will reflect an assumption that the
Group has drawdown borrowings such that these borrowings are equal
to 30% of GAV.
Borrowings
The Group has utilised borrowings to enhance returns over the medium
term. Borrowings have been utilised on a limited recourse basis for each
investment on all or part of the total portfolio and will not exceed 40%
of GAV (measured at drawdown) of each relevant investment or of the
portfolio.
Dividend policy
It is the directors’ intention to pay dividends in line with the Company’s
investment objective with interim dividends payable by four instalments
quarterly in November, February, May and August in respect of each
financial year to June. Additionally, the dividend policy allows for the
payment of further interim dividends should compliance with the REIT
rules require.
Hoddesdon Energy, Hoddesdon
Premier Inn, Camberley
Meridian Steel ltd, Dudley
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
9
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Key Performance
Indicators
Net Initial Yield (‘NIY’)
KPI and definition
Annualised rental income based
on the cash rents passing at the
balance sheet date, less non-
recoverable property operating
expenses, divided by the market
value of the property, increased with
purchasers’ costs estimated by the
Group’s External Valuers.
Relevance to strategy
The NIY is an indicator of the ability
of the Group to meet its target
dividend after adjusting for the
impacts of leverage and deducting
operating costs.
Performance
7.06%
at 30 June 2024
(2023: 6.58%)
Net Asset Value (‘NAV’) per share
KPI and definition
NAV is the value of an entity’s assets
minus the value of its liabilities.
Relevance to strategy
Provides stakeholders with the most
relevant information on the fair
value of the assets and liabilities of
the Group.
Performance
£65.12 million/
80.90pps
at 30 June 2024
(2023: £67.75 million/84.16pps)
Adjusted EPS
KPI and definition
Adjusted EPS from core operational
activities, as adjusted for non-cash
items. A key measure of a company’s
underlying operating results from
its property rental business and an
indication of the extent to which
current dividend payments are
supported by earnings. See Note 8
to the financial statements.
Relevance to strategy
This reflects the Group’s ability to
generate earnings from the portfolio
which underpins dividends.
Performance
5.99pps
for the year ended 30 June 2024
(2023: 6.43pps)
Weighted Average Unexpired Lease Term
(‘WAULT’) to break and expiry
KPI and definition
The average lease term remaining to
expiry across the portfolio, weighted
by contracted rent.
Relevance to strategy
The WAULT is a key measure of the
quality of the portfolio. Long leases
underpin the security of our future
income.
Performance
16.5 years to
break and 18.4
years to expiry
at 30 June 2024
(2023: 17.0 years to break and
18.9 years to expiry)
Dividend per share
KPI and definition
Dividends declared in relation to
the period are in line with the stated
dividend target as set out in the
Prospectus at IPO. Having achieved
the target dividend of 5.70 pence
per Ordinary Share per annum, the
aim now is to ensure an increasing
dividend in line with the Company’s
Investment Objective.
Relevance to strategy
The Group seeks to deliver a
sustainable income stream from
its portfolio, which it distributes as
dividends.
Performance
5.90pps
for the year ended 30 June 2024
(2023: 6.045pps)
Leverage (Loan-to-GAV)
KPI and definition
The proportion of the Group’s assets
that is funded by borrowings.
Relevance to strategy
The Group utilises borrowings
to enhance returns over the
medium term. Borrowings will not
exceed 40% of GAV (measured at
drawdown).
Performance
37.67%
at 30 June 2024
(2023: 36.76%)
10
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
EPRA NIY
1
– unaudited
Measure and definition
Annualised rental income based on the cash
rents passing at the balance sheet date, less
non-recoverable property operating expenses,
divided by the market value of the property,
increased with (estimated) purchasers’ costs.
Purpose
A comparable measure for portfolio valuations.
This measure should make it easier for investors
to judge themselves, how the valuation of two
portfolios compare.
Performance
6.94%
at 30 June 2024
(2023: 6.58%)
EPRA Net Reinstatement Value
2
Measure and definition
The EPRA NRV adds back the purchasers’ costs
deducted from the EPRA NAV and deducts the
break cost of bank borrowings.
Purpose
A measure that highlights the value of net
assets on a long-term basis.
Performance
£71.79 million/
89.18pps
at 30 June 2024
(2023: £74.71 million/92.80pps)
EPRA Earnings/EPS
2
Measure and definition
Earnings from operational activities.
Purpose
A key measure of a company’s underlying
operating results and an indication of the
extent to which current dividend payments are
supported by earnings.
Performance
£4.74 million/5.89pps
for the year ended 30 June 2024
(2023: £5.43 million/6.75pps)
EPRA ‘Topped-up’ NIY
1
–
unaudited
Measure and definition
This measure incorporates an adjustment to the
EPRA NIY in respect of the expiration of rent-
free periods (or other unexpired lease incentives
such as discounted rent periods and step rents).
Purpose
A comparable measure for portfolio valuations.
This measure should make it easier for investors
to judge themselves, how the valuation of two
portfolios compare.
Performance
7.29%
at 30 June 2024
(2023: 7.08%)
EPRA Net Tangible Assets
2
Measure and definition
The EPRA NTA deducts the break cost of bank
borrowings from the EPRA NAV.
Purpose
A measure that assumes entities buy and sell
assets, thereby crystallising certain levels of
deferred tax liability. The Group has UK REIT
status and as such no deferred tax is required to
be recognised in the accounts.
Performance
£65.12 million/
80.90pps
at 30 June 2024
(2023: £67.75 million/84.16pps)
EPRA Vacancy
1
– unaudited
Measure and definition
Estimated Rental Value (‘ERV’) of vacant space
divided by ERV of the whole portfolio.
Purpose
A ’pure’ percentage measure of investment
property space that is vacant, based on ERV.
Performance
0.00%
at 30 June 2024
(2023: 0.00%)
EPRA NAV
2
Measure and definition
Net asset value adjusted to include properties
and other investment interests at fair value
and to exclude certain items not expected to
crystallise in a long-term investment property
business.
Purpose
Makes adjustments to IFRS NAV to provide
stakeholders with the most relevant information
on the fair value of the assets and liabilities
within a real estate investment company with a
long-term investment strategy.
Performance
£65.12 million/80.90pps
at 30 June 2024
(2023: £67.75 million/84.16pps)
EPRA Net Disposal Value
2
Measure and definition
The EPRA NDV deducts the break cost of bank
borrowings from the EPRA NAV.
Purpose
A measure that shows the shareholder value if
assets and liabilities are not held until maturity.
Performance
£65.12 million/
80.90pps
at the year ended 30 June 2024
(2023: £67.75 million/84.16pps)
EPRA Cost Ratio
1
– unaudited
Measure and definition
Administrative and operating costs (including
and excluding costs of direct vacancy) divided
by gross rental income.
Purpose
A key measure to enable meaningful
measurement of the changes in a company’s
operating costs.
Performance
16.36%
for the year ended 30 June 2024
(2023: 15.23%)
EPRA Performance
Measures
Detailed below is a summary table showing the EPRA performance measures (which are all alternative performance measures) in the Group.
EPRA NNNAV (the EPRA NAV adjusted to include the fair value of hedging instruments, financial debt and deferred taxes) is equal to EPRA NAV as
there are no adjusting items. As such this measure has not been presented.
1
The reconciliation of this APM is set out in the EPRA Performance Measures Calculations section following the Notes to the Consolidated Financial Statements.
2
The reconciliation of this APM is set out in Note 8 of the Notes to the Consolidated Financial Statements.
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
11
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Investment Adviser’s
Report
Market outlook
UK economic outlook
The UK economy is finding its footing in 2024 after a robust post-
pandemic recovery. Though the initial surge has subsided, the short
recession of late 2023 seems to be over and a more stable period is
taking hold. The slowdown in GDP growth is expected to level off,
with gradual improvement expected throughout the remainder of the
year. Political stability in the UK could further bolster economic growth
following the Labour Party’s win of the General Election with a sizeable
majority. Consequential changes to the Government’s policies will likely
have implications for the UK economy, and thus real estate. Additionally,
inflation, while still relatively high, is projected to continue its decline
and it is expected to settle at more manageable levels.
The cost-of-living crisis continues to cast a shadow, with consumers
remaining cautious about spending despite some recent signs of
improvement. This could lead to stagnant, or even slightly declining,
retail sales in the coming months. To maintain profitability, businesses
may still consider cost-cutting measures, potentially impacting
employment levels and making unemployment a bigger concern in the
latter half of 2024.
Curbing inflation remains a key priority, but there are positive
developments in this regard. High inflation rates have subsided over the
past year, falling to 2.0% (CPI, June 2024), bringing inflation in line with
the Bank of England’s long-term target. The Bank’s aggressive interest
rate hikes in 2023, culminating in the 14th consecutive increase to 5.25%
in August 2023, are credited with helping to cool domestic demand and
influence import prices, ultimately bringing inflation under control.
Financial markets were betting on a rate cut by the Bank of England,
which materialised in August 2024 when rates were cut by 0.25% to 5%,
with Capital Economics predicting a further drop to 3% by the end of
2025. However, the Bank faces a balancing act: to curb inflation without
restraining economic growth. The modest 0.7% growth in the first
four months of 2024 underscores the importance of finding the right
balance. Stalling economic activity could lead to adverse long-term
consequences, including a reduction in business investment, higher
long-term unemployment and a decline in key sectors.
UK real estate outlook
Despite a difficult global real estate market, with declining values for
the past two years, prime yields have remained steady in the first half
of 2024. This suggests most markets may be nearing the bottom of the
cycle, prompting cautious investor re-entry.
Previous forecasts for steeper interest rate hikes (up to 5.75%) have been
overshadowed by strong expectations for further rate cuts in 2024 and
2025. This shift in sentiment, along with a more optimistic outlook, could
make real estate a highly attractive investment proposition. However,
several risks remain unaddressed, including borrowers facing stricter
lending conditions, and structural challenges persisting. An additional
factor to consider is the growing availability of distressed assets. Banks
are increasingly taking ownership of properties where long-term
borrowers have defaulted. This presents a significant opportunity for
global capital seeking to diversify through UK real estate.
Investors are seizing the moment to reposition assets to align with
changing occupier demand. This comes as the gap between asking
prices and offers narrows. UK Investment volume in Q2 2024 surged 11%
compared to an already strong Q1, reaching £11.1bn. As market conditions
strengthen, we can expect activity to pick up further. However, the focus
for 2024 is likely to remain on generating and securing stable income,
rather than chasing capital appreciation.
Tough economic conditions further emphasise the importance of
sustainability, quality, location and flexibility for attracting tenants.
These factors remain crucial for occupiers who are still focused on
complying with regulations, retaining staff and minimising operational
costs. This focus, coupled with limited supply due to rising construction
and borrowing costs, is contributing to a rise in nominal rental prices
across most sectors.
The MSCI UK Monthly Capital Value Index continued its downward
trend in Q2 2024. While office values saw slight declines, retail and
industrial sectors showed more resilience. As economic stability appears
likely on the horizon, this decline could signal the beginning of a cyclical
buying opportunity as new properties become available later this year.
Rising temperatures are driving renewed focus on physical climate
risks from both investors and occupiers. This has led to a growing
appreciation for the value of sustainable features in buildings. Investors
and occupiers are increasingly interested in accurate measurement
of these “green” features and how they translate to improved energy
efficiency, ultimately impacting the corporate bottom line. As a result,
we can expect stricter regulations, including mandatory disclosure of net
zero transition plans.
Both the UK and global real estate markets are showing signs of a much brighter
2024 after a tough year for the wider market in 2023, which was marked by persistent
inflation, rising borrowing costs and shaky consumer confidence. Yields are stabilising,
activity is picking up steadily and interest rates have started to fall.
12
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
520
490
460
430
400
370
340
310
280
250
220
190
160
130
100
Jan-13
Jul-13
Jan-14
Jul-14
Jan-15
Jul-15
Jan-16
Jul-16
Jan-17
Jul-17
Jan-18
Jul-18
Jan-19
Jul-19
Jan-20
Jul-20
Jan-21
Jul-21
Jan-22
Jul-22
Jan-23
Jul-23
Jan-24
Jul-24
MSCI Capital Value Growth Index
Jan 2014 – Jun 2024
Portfolio activity during the year
The following asset management initiatives were undertaken during the
year:
•
Rent Reviews:
A total of 11 rent reviews took place during the
year, which resulted in a combined rental uplift of £294,000, which
represents a 4.3% increase on contracted rent across the portfolio.
•
Transactions:
The sale of the Mercure Hotel in Glasgow completed
on 8 August 2023 for £7.5 million at a 7.9% premium to its fair value.
On 18 December 2023, the acquisition of Virgin Active, Ockley Road,
Streatham was completed for a cost of £5.3 million.
Valuation
At 30 June 2024 the Group owned 19 assets (2023: 19 assets) and the
portfolio was valued at £102.7 million (2023: £107.0 million).
NAV movements
For the year ended 30 June
2024
2023
Pence
per share
£m
Pence
per share
£m
NAV at beginning of year
84.16
67.75
96.40
77.60
Change in fair value of
investment property
(3.71)
(2.98)
(13.26)
(10.67)
Income earned for the year
9.82
7.90
10.76
8.66
Gain on sale of property
0.74
0.60
-
-
Finance costs for the year
(1.75)
(1.41)
(1.77)
(1.43)
Other expenses for the year
(2.17)
(1.75)
(2.24)
(1.80)
Dividends paid during the
year
(6.19)
(4.99)
(5.73)
(4.61)
NAV at the end of the year
80.90
65.12
84.16
67.75
All property
Retail
Office
Industrial
Source: MSCI Real Estate
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
13
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Investment Adviser’s Report
continued
Asset location map
at 30 June 2024
1.
Pocket Nook Industrial Estate, St Helens
2.
Bramall Court, Salford
3.
Grazebrook Industrial Estate, Dudley
4. Premier Inn, Camberley
5. Motorpoint, Birmingham
6. Silver Trees, Bristol
7.
Prime Life Care Home, Solihull
8.
Travelodge, Duke House, Swindon
9.
Droitwich Spa Retail Park, Droitwich
10. Virgin Active, Streatham
11. Hoddesdon Energy, Hoddesdon
12. Unit 2, Dolphin Park, Sittingbourne
13. Volvo Slough, Slough
14. Prime Life Care Home, Brough
15. Applegreen Petrol Station, Crawley
16. Pure Gym, London
17. YMCA Nursery, Southampton
18. Unit 14, Provincial Park, Sheffield
19. Snap Fitness, London
1
3
5
9
6
8
17
4
19
11
14
16
15
7
2
18
13
12
10
14
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
Passing rent by review frequency
(%)
Passing rent by rent review type
(%)
Passing rent by Cap band
(%)
80%
70%
60%
50%
40%
30%
20%
10%
0%
RPI
Expiry
2023
CPI
OMV
35%
30%
25%
20%
15%
10%
5%
0%
3% and
above
4% and
above
5% and
above
No Cap
2024
60%
50%
40%
30%
20%
10%
0%
Annually
indexed
3 yearly
indexed
5 yearly
indexed
Remainder
2023
2024
2023
2024
The table below illustrates the weighting of the Group’s contracted rental income, based on the type of rent review associated with each lease.
Income Allocation by Type
Inflation linked – RPI
69.0%
(2023: 71.0%)
Inflation linked – CPI
26.9%
(2023: 26.0%)
Expiry or Open Market
Value Reviews
4.1%
(2023: 3.0%)
Summary by Sector
at 30 June 2024
Sector
Number of
Properties
Valuation
(£m)
Market
Value
(%)
Occupancy
by ERV
(%)
WAULT
to break
(years)
Gross Passing
Rental Income
(£m)
ERV
(£m)
ERV
(%)
Industrial Warehouse
4
25.4
24.7
100.0
23.9
1.8
1.7
24.3
Automotive & Petroleum
3
14.8
14.4
100.0
12.0
1.1
1.0
14.2
Healthcare
3
16.9
16.5
100.0
24.5
1.2
1.1
16.4
Leisure
3
10.2
9.9
100.0
8.0
1.0
0.8
11.2
Hotel
2
12.9
12.6
100.0
13.0
0.9
0.8
12.1
Residential
1
10.9
10.6
100.0
17.1
0.8
0.7
9.6
Retail Warehouse
1
5.1
5.0
100.0
4.7
0.4
0.4
5.6
Power Station
1
4.6
4.5
100.0
7.7
0.3
0.3
4.7
Education
1
1.9
1.8
100.0
19.6
0.2
0.1
1.9
Total/Average
19
102.7
100.0
100.0
16.5
7.7
6.9
100.0
Summary by Geographical Area
at 30 June 2024
Geographical Area
Number of
Properties
Valuation
(£m)
Market
Value
(%)
Occupancy
by ERV
(%)
WAULT
to break
(years)
Gross Passing
Rental Income
(£m)
ERV
(£m)
ERV
(%)
West Midlands
4
25.7
25.0
100.0
10.8
2.0
1.9
27.6
The North West & Merseyside
2
22.4
21.8
100.0
34.7
1.6
1.2
17.7
Rest of South East
5
21.6
21.1
100.0
9.3
1.5
1.4
20.0
South West
2
12.2
11.9
100.0
22.0
0.9
0.9
12.4
London
3
10.2
9.9
100.0
8.0
0.9
0.8
11.2
Yorkshire and the Humber
2
6.0
5.8
100.0
17.6
0.5
0.4
6.4
Eastern
1
4.6
4.5
100.0
7.7
0.3
0.3
4.7
Total/Average
19
102.7
100.0
100.0
16.5
7.7
6.9
100.0
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
15
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Property Portfolio
From an income standpoint, the
economic environment has seen our
portfolio continuing to perform well,
benefitting from its long dated and high
yielding leases with index-linked rental
increases.”
at 30 June 2024
1. Pocket Nook Industrial
Estate, St Helens
Sector
Industrial
Region
North West & Merseyside
Market value
£11.55m
2. Bramall Court,
Salford
Sector
Residential
Region
North West & Merseyside
Market value
£10.85m
6. Silver Trees, Bristol
Sector
Healthcare
Region
South West
Market value
£6.68m
5. Motorpoint,
Birmingham
Sector
Automotive & Petroleum
Region
West Midlands
Market value
£6.75m
4. Premier Inn,
Camberley
Sector
Hotel
Region
Rest of South East
Market value
£7.43m
3. Grazebrook Industrial
Estate, Dudley
Sector
Industrial
Region
West Midlands
Market value
£7.65m
Investment Adviser’s Report
continued
16
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
Total property portfolio
£102.7m
as at 30 June 2024
10. Virgin Active,
Streatham
Sector
Leisure
Region
London
Market value
£5.10m
7. Prime Life Care
Home, Solihull
Sector
Healthcare
Region
West Midlands
Market value
£6.15m
13. Volvo Slough,
Slough
Sector
Automotive & Petroleum
Region
Rest of South East
Market value
£4.15m
11. Hoddesdon Energy,
Hoddesdon
Sector
Power Station
Region
Eastern
Market value
£4.62m
9. Droitwich Spa Retail
Park, Droitwich
Sector
Retail
Region
West Midlands
Market value
£5.13m
continued
8. Travelodge, Duke
House, Swindon
Sector
Hotel
Region
South West
Market value
£5.50m
12. Unit 2, Dolphin Park,
Sittingbourne
Sector
Industrial
Region
Rest of South East
Market value
£4.35m
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
17
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Property Portfolio
16. Pure Gym,
London
Sector
Leisure
Region
London
Market value
£3.37m
18. Unit 14, Provincial
Park, Sheffield
Sector
Industrial
Region
Yorkshire and the Humber
Market value
£1.85m
17. YMCA Nursery,
Southampton
Sector
Education
Region
Rest of South East
Market value
£1.87m
15. Applegreen Petrol
Station, Crawley
Sector
Automotive & Petroleum
Region
Rest of South East
Market value
£3.85m
19. Snap Fitness,
London
Sector
Leisure
Region
London
Market value
£1.70m
Investment Adviser’s Report
continued
14. Prime Life Care
Home, Brough
Sector
Healthcare
Region
Yorkshire and the Humber
Market value
£4.10m
18
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
Tenancy Schedule
Top Ten Tenants
at 30 June 2024
Tenants
Property
Annual Contracted
Rental Income
(£’000)
% of Portfolio
Total Passing
Rental Income
WAULT to break
(Years)
Mears Group Plc
Bramall Court, Salford
793
10.2%
17.1
Meridian Steel Ltd
Grazebrook Industrial Estate, Dudley &
Provincial Park, Sheffield
769
9.9%
2.9
Prime Life Ltd
Prime Life Care Home, Brough & Solihull
754
9.7%
24.4
Motorpoint Ltd
Motorpoint, Birmingham
568
7.3%
13.0
Virgin Active Health Clubs Ltd
Virgin Active, Streatham
536
6.9%
10.3
Premier Inn Hotels Ltd
Premier Inn, Camberley
504
6.5%
7.7
Handsale Ltd
Silver Trees, Bristol
474
6.1%
24.6
Travelodge Hotels Ltd
Duke House, Swindon
403
5.2%
19.9*
Biffa Waste Services Ltd
Pocket Nook Industrial Estate,
St Helens
352
4.6%
109.2
Hoddesdon Energy Ltd
Hoddesdon Energy, Hoddesdon
333
4.3%
7.7
Total
5,486
70.7%
20.2
**
* The WAULT calculations includes an additional 3 years reflecting a landlord’s option to extend until 31 May 2044.
** This WAULT calculation, which considers income solely from the top 10 tenants, differs from the portfolio-wide WAULT of 16.5 years.
Tenant
Property
Annual Contracted
Rental Income
(£’000)
Break Date
Expiry Date
Mears Group Plc
Bramall Court
793
16/08/2041
Motorpoint Ltd
Motorpoint
568
24/06/2037
Virgin Active Health Clubs Ltd
Virgin Active
536
28/09/2034
Premier Inn Hotels Ltd
Premier Inn
504
25/03/2032
24/03/2037
Handsale Ltd
Silver Trees
474
14/01/2049
Prime Life Ltd
Prime Life Care Home
441
21/11/2048
Travelodge Hotels Ltd
Duke House
403
31/05/2044
Meridian Steel Ltd
Grazebrook Industrial Estate, Works
1 & 2
373
21/05/2027
Hoddesdon Energy Ltd
Hoddesdon Energy
333
27/02/2032
26/02/2050
Prime Life Ltd
Prime Life Care Home
313
21/11/2048
Dore Metal Services Southern Ltd
Unit 2, Dolphin Park
307
13/09/2028
12/09/2033
Pure Gym Ltd
Pure Gym
287
11/12/2027
10/12/2032
Volvo Car UK Ltd
Volvo Slough
281
16/03/2037
B&M Bargains
Droitwich Spa Retail Park
272
31/08/2029
Petrogas Group UK Ltd
Applegreen Petrol Station
256
16/07/2033
Meridian Steel Ltd
Grazebrook Industrial Estate, Works
1 & 2
249
21/05/2027
Biffa Waste Services Ltd
Pocket Nook Industrial Estate
203
24/02/2133
Sec. of State for Communities & Local
Gov'mt
Pocket Nook Industrial Estate
200
30/01/2033
29/01/2048
MSG Life Realty Ltd
Snap Fitness
158
28/03/2033
Biffa Waste Services Ltd
Pocket Nook Industrial Estate
150
31/03/2134
Meridian Steel Ltd
Unit 14, Provincial Park
146
21/05/2027
BGEN Ltd
Pocket Nook Industrial Estate
145
05/04/2025
04/04/2027
YMCA Fairthorne Group
YMCA Nursery
145
17/02/2044
Pets at Home
Droitwich Spa Retail Park
113
13/01/2028
BGEN Ltd
Pocket Nook Industrial Estate
64
04/04/2025
The Salvation Army Trustee Company
Duke House
27
17/07/2032
Kingscrown Land & Commercial Ltd*
Pocket Nook Industrial Estate
–
28/09/2045
Camberley Properties Ltd
Premier Inn
–
23/06/3010
Southern Electric Parcel Distribution Plc
Premier Inn
–
20/02/2111
Westlea Housing Association Ltd
Duke House
–
17/09/3006
* Ground rents less than £150 per annum.
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
19
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Environmental, Social
and Governance Report
The Group recognises that Environmental, Social and Governance (‘ESG’) matters are
of utmost importance to sustainable investment and a focus for the business and
investor community. The Group is committed to understanding how best to consider
ESG factors in all facets of its business, from business strategy to investment
decisions and company operations.
In order to meet investors’ expectations, the Group and its advisers
adopt both financial and non-financial strategies to drive long-term
value with an innovative yet disciplined and conscientious approach to
ESG in respect of the property portfolio management including but not
limited to:
Environmental
•
A proactive approach to procurement of Energy Performance
Certificate (‘EPC’) reassessments ahead of Minimum Energy Efficiency
Standards 2023, maintaining quarterly reviews of EPC schedules,
identification of opportunities to improve energy efficiency, and
working closely with tenants who occupy under full repairing and
insuring leases.
•
Ongoing environmental reviews and audits as part of regular due
diligence, including regular asset inspections to avoid any breach in
environmental legislation.
•
Responsible refurbishment in respect of all works to assets with
consideration of the best approach to improving the EPC rating
against potential spend, liaising with tenants in respect of any fit-out
or alterations to reuse existing materials where feasible to reduce
waste.
•
Leverage technology for data management being used to monitor
and drive efficiency.
Social
•
Commitment to occupier engagement.
•
Encourage improvements to each asset such as installing defibrillators
& electrical charging points.
•
Provision of regular training and awareness to all managers on issues,
such as wellbeing and mental health.
Governance
•
Client checks being completed on all tenants as well as new suppliers
and contractors.
•
Regular tenant engagement and inspections to ensure assets are used
as agreed within leases.
•
Effective tracking of legislative requirements to assess and monitor
risks and opportunities.
The Group is limited in its ability to influence ESG factors for the
properties because the properties are fully let on commercial full
repairing leases in accordance with the Group’s strategy to hold long
leases.
Diversity
As an externally managed business, the Company does not have any
employees or office space. As such, the Group does not operate a
diversity policy with regards to any administrative, management and
supervisory functions. A description of the Board’s policy on director
diversity can be found on page 36.
Employees
The Group has no employees and accordingly no requirement to report
separately in this area as the management of the portfolio has been
delegated to the AIFM and Investment Adviser.
The AIFM and Investment Adviser are equal opportunities employers
who respect and seek to empower each individual and the diverse
cultures, perspectives, skills and experiences within their workforce.
Human rights
The Group is not within the scope of the Modern Slavery Act 2015
because it has not exceeded the turnover threshold and therefore no
further disclosure is required in this regard.
Business relationships
As well as the critical day-to-day portfolio management, the Group
has service providers that ensure the smooth running of the Group’s
activities. The Group’s key service providers are listed on page 88,
and the Management Engagement Committee annually review the
effectiveness and performance of these service providers, taking into
account any feedback received.
The Group, AIFM and Investment Adviser and other third-party service
providers maintain high standards of business conduct by acting in a
collaborative and responsible manner with all business partners that
protects the reputation of the Group as a whole.
Greenhouse gas emissions
As an investment company, the Group’s own direct environmental
impact is minimal and greenhouse gas (‘GHG’) emissions are negligible.
The GHG emissions in relation to the Group’s property portfolio is
disclosed on page 21.
The Group has followed UK Government environmental reporting
guidelines and used the UK Government 2023 greenhouse gas reporting
conversion factors for company reporting to identify and report relevant
GHG emissions over which it has Operational Control (where data is
available) for the 12-month period to 30 June 2024.
An independent consultancy specialising in the application of
sustainability in commercial real estate was appointed to calculate the
GHG statement and provide verification on the approach used.
Scopes
GHG emissions have been reported against the following ‘Scopes’, as
defined by the GHG Protocol and where relevant:
Scope 1
(not relevant to AIRE): Direct emissions from owned vehicles,
controlled boilers and fugitive emissions from air conditioning systems
under landlord control.
Scope 2:
Indirect emissions from electricity purchased by the Company
and consumed within real estate assets owned by the Company.
20
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
Scope 3:
Indirect emissions from electricity and gas purchased/consumed
within AIRE assets, by tenants, where the tenant is counterparty to the
energy supply.
Statement of GHG emissions
The table below sets out the emissions per sector and for the Group
overall in the year ended 30 June 2024. The approach taken follows
guidance provided by the GHG Reporting Guidelines (BEIS, 2019) and
EPRA Best Practice Recommendations of Sustainability Reporting 2017.
Sector
Scope
Absolute
tonnes of
carbon dioxide
equivalent
(tCO2e)
Like-for-like
comparison of
carbon dioxide
equivalent
(tCO2e)*
2023/24 2022/23 Difference
(tCO2e)
% change
Retail park
Scope 2
0.43
0.13
0.30
225%
Industrial
warehouse
Scope 3 – Elec.
84.43
93.71
-9.27
-10%
Total
Scope 2 & 3
84.86
93.84
-8.97
-10%
*Like-for-like requires 24 months of data for the current and previous reporting year (July 2022 –
June 2024). Both assets provided 24 months of data there like-for-like calculations were possible.
Statement of energy usage
The table below sets out the energy use per sector and for the Group
overall. The approach follows guidance provided by the GHG Reporting
Guidelines (DESNZ, 2024) and the EPRA Best Practice Recommendations
on Sustainability Reporting 2017.
Sector
Energy
Source
Absolute
energy usage
(kWh)
Like-for-like
energy usage
(kWh)
2023/24
2022/23 Difference
(kWh)
% change
Retail park
Electricity
2,100
646
1,455
225%
Industrial
warehouse
Electricity
407,792
452,531
-44,740
-10%
Total
Electricity
409,892
453,177
-43,285
-10%
Intensity ratios
In addition to reporting relevant absolute GHG emissions (per scope
and per sector), the Group has chosen to report intensity ratios, where
appropriate. An intensity measure is reported for assets within the like-
for-like portfolio, where:
-
No major renovation or refurbishment has taken place i.e. affecting
more than 50% of the building by area or number of occupants
-
Occupancy is at least 75%
-
At least 24 months data is available
-
Emissions reported relate to an indoor area
Whilst no landlord meters reflect the above criteria for an intensity
metric, the Group has applied an intensity figure for one asset, Pocket
Nook, where the landlord procures the energy and directly recharges
this to the tenant. An intensity metric has not been produced for
Droitwich Spa retail park on the basis that the landlord-controlled
meter does not reflect the above criteria (emissions reported relate to an
indoor area).
No normalisation factors have been considered for this annual report.
Assurance statement
The Group’s GHG emissions have been calculated and verified by an
independent third-party in accordance with the principles of ISO 14064.
A full copy of the methodology used, including scope, source or data
and conversion factors, is available on request.
Property portfolio ESG activity
During the year ended 30 June 2024, the Group has worked closely
with its tenants to encourage improvements in ESG activities within the
property portfolio.
Three new EPC’s have been carried out; Premier Inn, Camberley fell from
B34 to B38; Petrogas, Crawley improved from C56 to B32; Pure Gym,
London improved from C54 to B43. The improvements are mainly as a
result of tenant’s internal refurbishment works.
Following inspections by EPC assessors, works have been identified
at seven properties to improve EPC levels in the year to 30 June
2024 including new LED lighting, replacement of an oil-fired boiler,
solar panels and installation of secondary glazing. The costs of these
enhancements will be borne by the occupiers.
0%
10%
20%
30%
40%
50%
60%
A
B
C
D
E
F
G
Year-on-Year EPC Comparison
Year end 2023 (% by ERV)
Year end 2024 (% by ERV)
EPC Rating
In the histogram above, the highest EPC rating of E applies to Unit 14 Provincial Park, Sheffield where the tenant is considering the cost efficiency of
replacing their oil-fired boiler to electric. The G rating applied to the Mercure Hotel, Glasgow, which was sold in the year. The remaining properties in
the portfolio have an EPC rating of D or above. More than half of the portfolio, at 55.6%, fall between A and B.
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
21
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Section 172(1)
Statement
The following disclosure describes how the directors have had regard to the matters
set out in section 172(1)(a) to (f) of the Companies Act 2006, in promoting the success
of the Company for the benefit of members as a whole.
This section describes how the Board has regard to the likely consequences of any decision in the long term, the need to foster the Company’s
business relationships with suppliers, customers and others, the desirability of the Company maintaining a reputation for high standards of business
conduct, and the need to act fairly as between members of the Company. The Company does not have any employees and therefore s172(1)(b)
is not applicable to the Company. The impact of the Company’s operations on the community and the environment is set out more fully in the
Environmental, Social and Governance section on pages 20 to 21.
Stakeholder
Issues of importance
Engagement
Effect of engagement
on key decisions
Shareholders
The Group’s investment objective is
to deliver an attractive total return
to shareholders. Shareholders are
directly impacted by changes to
the Company’s NAV and thus the
share price and dividends.
•
Attractive and sustainable
level of income, earnings and
dividends.
•
Long-term income stream linked
to inflationary growth.
•
Robust corporate governance
structure and well-performing
service providers.
•
Strategic direction of the
Company.
•
Execution of investment
objective.
•
Value for money – low ongoing
charges.
•
Shareholder engagement is set
out on page 37.
•
As a publicly listed Company,
the Company is subject
to Listing Rules and other
regulatory disclosure
requirements which the Board
abides by with the assistance
of the Company Secretary and
Corporate Broker.
The effect of shareholder
engagement has fed into each
aspect of the Board’s decision-
making. The total aggregate
dividends for the year have
increased compared to the prior
year and the Board has also worked
to keep expenses under control.
Service Providers
As an externally managed REIT, the
Company conducts all its business
through its service providers, the
key ones being the Investment
Adviser, Property Manager,
Company Secretary, AIFM,
depositary and corporate broker.
•
Reputation of the Company and
maintaining high standards of
business conduct.
•
Productive working
relationships with the Company.
•
Fair and transparent service
agreements.
•
Collaboration.
•
Effective and consistent
engagement both through
formal Board meetings and
regularly outside the meetings.
•
Annual evaluation of key service
providers.
•
Culture set by the Board and
communicated to all providers.
Clear and effective strategic
oversight and culture by the Board
has been crucial to enhancing the
effectiveness of the Company’s
key service providers. The Board
has worked closely with its
service providers to maintain and
continually improve processes
and to ensure that the Company’s
values are aligned with them.
Tenants
Tenants with strong business
fundamentals and profitable
operations are one of the key
components to ensure a consistent
income stream and ability to
pay dividends to the Company’s
shareholders.
•
Positive working relationship
with the Board, Investment
Advisor and Property Manager.
•
Rent reviews.
•
Fair lease terms.
•
Long-term strategy and
alignment with the tenant’s
business operations.
•
Financial stability of tenants.
•
To ensure the Investment
Adviser and Property Manager
generate and foster good
relationships with our tenants.
•
Focus on asset management
initiatives to assist our tenants
where applicable.
There is regular contact between
the Property Manager and all the
Group’s tenants. Rent reviews
have all been completed on time
and collection of rent at 100% is
indicative of good tenant relations.
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Annual Report & Financial Statements 2024
Stakeholder
Issues of importance
Engagement
Effect of engagement
on key decisions
Debt provider
The Group maintains a positive
working relationship with its debt
provider, Canada Life.
•
Compliance with loan
covenants.
•
Responsible portfolio
management.
•
Ongoing engagement by the
Investment Adviser throughout
the year and by the Board if
required.
In addition to the Investment
Adviser regular contact, the
chairman engaged directly with
Canada Life during the year to
ensure good communications are
established and obtained helpful
lender feedback prior to the
maturing of the loan on
20 October 2025.
Subsequent to the year end the
Board has undertaken an interview
process with a number of debt
advisers
with the expertise,
knowledge and potential lender
accessibility to secure appropriate
refinancing for the Group.
Society and the environment
As an investor in real estate,
the Company’s assets have an
impact on the built environment.
Environmental, Social and
Governance (‘ESG’) factors
increasingly apply alongside of
financial returns.
•
Responsible investing together
with sustainability.
•
Long-term strategy to take
account of ESG considerations
without negatively impacting
financial returns.
•
Starting regular engagement
with tenants in respect of EPC
requirements.
•
Ensuring shareholder
engagement covers ESG.
The Board has encouraged both
the Investment Adviser and
Property Manager to consider ESG
on investment and on an ongoing
basis.
Change of Investment Adviser
As detailed in the Chairman’s Statement, during the year the Board
undertook a review of the Group’s investment advisory arrangements
and appointed Martley Capital as the Group’s Investment Adviser
effective on 15 March 2024. Key members of the previous Investment
Adviser transferred to Martley Capital and continue to service the Group.
The impact for the Company, and thus for shareholders, was considered
together with the impact on the staff of the investment adviser.
Dividend and dividend policy
Given the Company’s Investment Objective, dividends are a key matter
for the Board to consider and have a material impact on shareholders,
as a key stakeholder. During the year the Company declared four
interim dividends totalling 5.9pps (2023: 5.7pps, with the total dividends
declared for 2023 being 6.045pps, which included 0.345pps relating to
monies received following the successful settlement of a historic legal
case), which was in line with the previously announced dividend
target of 5.9pps (2023: 5.7pps), representing a 3.5% increase on the
previous year.
As last year, the Board paid four interim dividends at quarterly intervals
to ensure shareholders received a steady stream of income on a timely
basis. However, this dividend policy prevents there being an opportunity
for shareholders to vote on a final dividend. Consequently, the Board
are again giving shareholders the opportunity to vote on the dividend
policy of the Company.
Property transactions
In the year two property transactions were completed. The first was the
sale of Mercure Hotel in Glasgow which was disposed of on 8 August
2023 for £7.5 million and part of the net proceeds of sale, totalling
£5.3 million, were re-invested in the Virgin Active in Streatham.
Principal decisions
Principal decisions are those that have a material impact to the Group and its key stakeholders. In taking these decisions, the directors considered
their duties under section 172 of the Act.
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
23
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Principal Risks and
Uncertainties
The Group’s assets consist of UK commercial property. Its principal risks are therefore
related to the commercial property market in general, but also to the particular
circumstances of the individual properties and the tenants within the properties.
The Board has overall responsibility for reviewing the effectiveness of
the system of risk management and internal control which is operated
by the AIFM and, where appropriate, the Investment Adviser. The Group’s
ongoing risk management process is designed to identify, evaluate and
mitigate the risks the Group faces.
Twice each year, the Board undertakes a risk review with the assistance
of the Audit Committee, to assess the adequacy and effectiveness
of the AIFM’s, and where appropriate the Investment Adviser’s, risk
management and internal control systems.
The Board has carried out a robust assessment of the principal and
emerging risks facing the Group, including those that would threaten its
business model, future performance, solvency or liquidity.
An analysis of the principal risks and uncertainties is set out in the table
below. This does not purport to be exhaustive as some risks are not yet
known and some risks are currently not deemed material but could turn
out to be material in the future.
Risk matrix at 30 June 2024
R14, R17
R9, R10
R13
R1
R15
R6
R5
R7, R11
R3, R16
R4, R8, R12
R2
PROBABILITY
IMPACT
Low
Low to moderate
Moderate
Moderate to high
High
Low
Low to moderate
Moderate
Moderate to high
High
Residual Risk Rating
(Post Controls)
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Annual Report & Financial Statements 2024
Principal risks and their potential impact
How risk is managed
Risk assessment
Real estate risks
1. Tenant default
Failure by tenants to comply with their rental
obligations could affect the income that the
properties earn and the ability of the Group to
pay dividends to its shareholders.
Macroeconomic trends discussed through the
report, including rising interest rates, higher
inflation and the possibility of recession have
the ability to materially impact on a tenant’s
business. This could result in tenants being
unable to comply with their rental obligations.
Our investment policy limits our exposure to
any one tenant to 15% of Gross Asset Value.
Our maximum exposure to any one tenant
(calculated by GAV) is 10.6% at 30 June 2024.
The Group benefits from a balanced portfolio
with a diversified tenant base and is therefore
not reliant on a single tenant or sector.
In the due diligence process prior to acquiring
a property, covenant checks are carried out on
tenants which are repeated on a regular basis.
The Investment Adviser and Property Manager
conduct ongoing monitoring and liaise with
tenants to manage potential bad debt risk.
Probability:
Moderate to high
Impact:
High
Movement:
No change.
2. Portfolio concentration
Any downturn in the UK and its economy
or regulatory changes in the UK could have
a material adverse effect on the Group’s
operations or financial condition. Greater
concentration of investments in any sector or
exposure to the creditworthiness of any one
tenant or tenants may lead to greater volatility
in the value of the Group’s investments, NAV
and the Company’s share price.
The Group has investment restrictions in
place to invest and manage its assets with the
objective of spreading and mitigating risk.
Having a diversified portfolio in respect of both
sector and tenants provides reduced potential
volatility in the portfolio and the impact
rating for this risk is accordingly set at low to
moderate.
Probability:
Low to moderate
Impact:
Low to moderate
Movement:
No change
3. Property defects
Due diligence may not identify all the risks and
liabilities in respect of an acquisition (including
any environmental, structural or operational
defects) that may lead to a material adverse
effect on the Group‘s profitability, the NAV and
the Company’s share price.
The Group’s due diligence relies on the
work (such as legal reports on title, property
valuations, environmental, building surveys)
outsourced to third parties that have
appropriate Professional Indemnity cover in
place.
Probability:
Low to Moderate
Impact:
Moderate
Movement:
No change
4. Rate of inflation
Rent review provisions may have contractual
limits to the increases that may be made as a
result of the rate of inflation. If inflation is in
excess of such contractual limits, the Group
may not be able to deliver targeted returns to
shareholders.
The inflation linked (RPI/CPI) leases in the
portfolio have contractual rent review collars,
with the lowest floor being 0%, and caps
that range from 3% to no cap. The majority
of caps are in excess of RPI and CPI forecasts
during the next five-year rent review cycle.
Specifically:
- Majority of caps are 4.00% or above,
including a number with no caps
- RPI forecast for next five years of 2.9%
- CPI forecast for next five years of 2.0%
The risk of inflation is somewhat mitigated
by the leases that have no cap. In addition, a
total of seven leases undergo reviews annually
which will allow inflation changes to be
reflected expeditiously.
Probability:
Moderate
Impact:
Moderate
Movement:
Probability decreased as inflation has stabilised
and long term forecasts reduced.
5. Property market
Any recession or future deterioration in the
property market could, inter alia, (i) lead to an
increase in tenant defaults, (ii) make it difficult
to attract new tenants for its properties, (iii)
lead to a lack of finance available to the Group,
(iv) cause the Group to realise its investments
at lower valuations; and (v) delay the timings of
the Group’s realisations.
Any of these factors could have a material
adverse effect on the ability of the Group to
achieve its investment objective.
The Group has investment restrictions in
place to invest and manage its assets with the
objective of spreading and mitigating risk.
Most of the leases provide a relatively long
unexpired term and contain upward only rent
reviews which are linked to either RPI or CPI.
Because of these factors, the Group expects
that the assets will show less volatile valuation
movement over the long term.
Probability:
Moderate to high
Impact:
Moderate to high
Movement:
No change
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
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STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Principal Risks and Uncertainties
continued
Principal risks and their potential impact
How risk is managed
Risk assessment
6. Property valuation
Property is inherently difficult to value due to
the individual nature of each property.
There may be an adverse effect on the Group’s
profitability, the NAV and the Company’s share
price in cases where properties are sold whose
valuations have previously been materially
overstated.
The Group uses an independent valuer
(Knight Frank LLP) to value the properties on
a quarterly basis at fair value in accordance
with accepted RICS appraisal and valuation
standards.
Probability:
Low to moderate
Impact:
Moderate to high
Movement:
No change
7. Investments are illiquid
The Group invests in commercial properties.
Such investments are illiquid; they may be
difficult for the Group to sell and the price
achieved on any realisation may be at a
discount to the prevailing valuation of the
relevant property.
The Group aims to hold the properties for
long-term income and all property investment
/disinvestment is managed carefully to ensure
there is no undue pressure on cash flow that
would require a quick sale of assets.
The Company’s dividend is funded from net
revenue and is not affected by the portfolio’s
(il)liquidity.
Probability:
Low
Impact:
Moderate
Movement:
No change
8. Environment
The Group is subject to environmental
regulations. In addition to regulatory risk, there
is a growing importance being placed on ESG
credentials by tenants, which could lead to
difficulty in letting vacant space.
Properties could be impacted by extreme
environment events such as flooding. Climate
change could accelerate more quickly
leading to adverse physical impacts as well as
regulatory change.
Failure by the Group to meet current or future
environmental targets could result in penalties,
increased costs, a reduction in asset values
and have an adverse effect on the Company’s
reputation, leading to loss of good quality
tenants.
The current regulations require annual
mandatory Green House Gas (GHG) reporting,
which will be carried out as part of the annual
report and will result in minimal expenditure
for the Group.
Furthermore, the Investment Adviser has
prepared an ESG strategy to ensure it meets
legal requirements and remains attractive to
current and future tenants.
Please see the
‘Environmental, Social and Governance’ section
for further information.
In depth research is undertaken on each
property at acquisition. The Investment Adviser
has adopted an environmental policy which it
is in the process of applying to all properties
with the portfolio.
Probability:
Moderate
Impact:
Moderate
Movement:
No change
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Annual Report & Financial Statements 2024
Principal risks and their potential impact
How risk is managed
Risk assessment
Borrowing risks
9. Breach of borrowing covenants
The Group has a fixed term loan facility,
maturing 20 October 2025.
Material adverse changes in valuations and net
income may lead to breaches in the LTV and
interest cover ratio covenants.
If the Group is unable to operate within its
debt covenants, this could lead to default and
the loan facility being recalled. This could result
in the Group being forced to sell properties to
repay the loan facility, possibly resulting in a
substantial fall in the NAV.
The Group monitors the borrowing covenants
on a regular ongoing basis by cash flow
forecasting, quarterly risk reports and a
quarterly compliance certificate.
The Group’s gearing at 30 June 2024 was 37.7%,
materially below the covenant’s default LTV
of 60%. On the same date the Group’s interest
rate calculation (ICR) was 611.3%, materially
above the covenant default ICR of 250%.
Borrowing is carefully monitored by the Group,
and action will be taken to conserve cash
where necessary to ensure that this risk is
mitigated.
It is ensured that there is significant headroom
in the LTV and interest cover covenants as part
of the monitoring process.
Diversification of both the portfolio and
tenants limit the risk to the Group of any one
geographic or sector property event and any
one tenant default.
Probability:
Low to moderate
Impact:
High
Movement:
No change
10. Inability to refinance the current loan
facility
The inability of the Group to obtain new
borrowings - of the amount required at an
aggregate finance cost and on acceptable
terms – to refinance the current £41m loan
facility on 20 October 2025 will have a
significant impact on the ability of the Group
to generate rental income and thus returns to
shareholders.
The refinancing of the Company’s current
loan facility is a standing item on the Board
agenda. Regular discussions are held with
the Investment Adviser (and other advisers to
the Board) concerning the makeup, amount,
interest rate, maturity etc of any future
borrowings, and the impact this could have on
returns to shareholders.
Subsequent to the year end the Board has
undertaken an interview process with a number
of debt advisers with the expertise, knowledge.
and potential lender accessibility to secure
appropriate refinancing for the Group.
Probability:
Low to moderate
Impact:
High
Movement:
New separate risk
(previously combined with risk 13)
Corporate risks
11. Failure of service providers
The Group has no employees and is reliant
upon the performance of third-party service
providers.
Failure by any service provider to carry out its
obligations to the Group in accordance with
the terms of its appointment could have a
materially detrimental impact on the operation
of the Group.
Should the Group pursue litigation against
service providers, there is a risk that the
Company may incur costs that are irrecoverable
if litigation is unsuccessful.
The Board meets regularly with, and monitors,
all of its key service providers, including
the Investment Adviser. The Management
Engagement Committee (MEC) reviews
annually the performance of key service
providers in conjunction with their service level
agreements, and makes use of Key Performance
Indicators where relevant.
In addition, the Audit Committee’s robust
and ongoing review of risk management and
internal controls covers key service providers.
Probability:
Low
Impact:
Moderate
Movement:
No change
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
27
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Principal Risks and Uncertainties
continued
Principal risks and their potential impact
How risk is managed
Risk assessment
12. Dependence on the Investment Adviser
The future ability of the Group to successfully
pursue its investment objective and investment
policy may, among other things, depend on
the ability of the service providers to retain its
existing staff and/or to recruit individuals of
similar experience and calibre, and effectively
carry out its services.
The Group relies on the Investment Adviser
to manage the assets and termination of the
Investment Adviser agreement could severely
affect the Group’s ability to effectively manage
its operations.
The MEC performs a formal annual review
of the Investment Adviser which covers the
performance of the portfolio (both capital and
income returns) and the performance of and
engagement with the Martley Capital fund
manager and other supporting staff.
In addition, the Board meets regularly with
Martley Capital and directors engage with them
not only in Board meetings but also by email,
telephone and ad hoc meetings.
This helps to
maintain a good working relationship.
The dependence on Martley Capital is managed
through segregating the roles of AIFM and
Investment Adviser.
The Board undertook significant work in the
year with respect to the change of Investment
Adviser. This included scoping the role,
evaluation of various candidates for the role,
interviews, due diligence work post interview
and before appointment, and review of the
transition- including operations, data and
information security.
Probability
:
Moderate
Impact:
Moderate
Movement:
No change
13. Ability to meet objectives
The Group may not meet its investment
objective to generate a secure and predictable
income, that is sustainable in real terms, and
at least maintain capital values in real terms,
from investing predominantly in a portfolio of
smaller commercial properties in the UK.
Poor relative total return performance may
lead to an adverse reputational impact that
affects the Group’s ability to raise new capital
and new funds.
An inability to refinance the Company’s
borrowings will impact the sustainability of
rental returns as set out in the Company’s
investment objective.
The Group has an investment policy to achieve
a balanced portfolio with a diversified tenant
base. This is reviewed by the Board at each
scheduled Board meeting.
The Group’s property portfolio has a WAULT
to break of 16.5 years and a WAULT to expiry
of 18.4 years. Further, over 95.8% of leases
have inflation-linked upwards only rent
reviews, representing a secure income stream
on which to deliver attractive total returns to
shareholders.
The maturity of the loan facility and its
refinancing is a standing item on the Board
agenda. Risk 10 addresses this in more detail.
Probability:
Moderate
Impact:
High
Movement:
No change
Taxation risk
14. Group REIT status
The Group has UK REIT status that provides a
tax-efficient corporate structure.
If the Group fails to remain a REIT for UK tax
purposes, its profits and gains will be subject to
UK corporation tax.
The Company monitors REIT compliance
through the Investment Adviser and
Administrator on acquisitions and disposals
and distribution levels; the Registrar and Broker
on shareholdings; and third-party tax advisors
to monitor REIT compliance requirements.
Processes are in place to ensure ongoing
compliance with REIT regulations.
Probability:
Low
Impact:
High
Movement:
No change
Political/economic risk
15. Political and macroeconomic events
Such events present risks to the real estate and
financial markets that affect the Group and the
business of our tenants.
The negative economic effects from the
deterioration of the global economy, higher
inflation and interest rates and the ongoing
long-term effects of various armed conflicts
could impact the portfolio, tenants and the
ability of the Group to raise capital.
The Group only invests in UK properties with
strong alternative use values and long leases,
so the portfolio is well positioned to withstand
an economic downturn. Tenant default risk
arising from political and macroeconomic
events is managed as described above.
The Investment Adviser monitors both the
macro and micro economy with special
attention to those factors potentially impacting
the Group, and reports to the Board on a
regular basis.
Probability:
High
Impact:
High
Movement:
No change
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Principal risks and their potential impact
How risk is managed
Risk assessment
Regulatory risk
16. Disclosure risk
Failure to properly disclose information to
investors or regulators in accordance with
various disclosure rules and regulations.
Examples include AIFMD investor disclosures,
annual reporting requirements, marketing/
promotion disclaimers, data protection
regulations etc.
Service providers including AIFM, Investment
Adviser, Company Secretary, auditor,
and corporate broker monitor disclosure
obligations and liaise with the Board to ensure
requirements are met.
Probability:
Low to moderate
Impact:
Moderate
Movement:
No change
17. Regulatory change
New regulations or changes to existing
regulations (particularly in relation to
climate change) could result in sub-optimal
performance of the Group or, in worst case,
inability to continue as a viable business.
The Board receives regular updates on relevant
regulatory changes (and prospective changes)
from its professional advisers.
The Investment Adviser monitors the impact
of emerging legislation across all aspects of
property investment and ESG has a particularly
high profile at this time. The Investment
Adviser uses an ESG pre-acquisition checklist
to review purchases and also to ensure that the
current portfolio is monitored, and that works
are carried out as appropriate, with tenant’s
agreement, to prevent asset depreciation.
Probability:
Low
Impact:
High
Movement:
No change
Emerging risks
The Board take account of and consider emerging risks as part of its risk management assessment.
Virgin Active, Streatham
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Annual Report & Financial Statements 2024
29
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Going Concern and
Viability Statement
Going Concern
The Group has considered its cash flows, financial position, liquidity
position and borrowing facilities.
The Group’s unrestricted cash balance at the year end was £3.3 million
(2023: £3.5 million). The Group had borrowings of £41 million under a
loan facility repayable on 20 October 2025 (the ‘Loan’), but no capital
commitments or contingent liabilities.
The Group is permitted to utilise up to 40% of GAV measured at
drawdown with a Loan to GAV of 37.7% at 30 June 2024. Therefore, the
Group had headroom against its borrowing covenant. The lender’s loan
to value covenant of 60% is significantly higher than the Group’s Loan
to GAV. In addition, if agreed by the current lender, two properties not
secured against the Loan and valued at £8.55 million are available as
additional security for the Loan.
The Loan also has a lender’s interest cover covenant of 250%. At
30 June 2024 the Group’s interest cover ratio was 611.3%, giving
significant headroom. A ‘severe but plausible downside’ scenario has
been projected. While rent collections have been strong, this scenario
projects rent deferrals and write-offs for tenants with difficulty paying
rents from operational cash flows. In this scenario the Group still has
adequate headroom against the interest cover covenant and positive
cash balances. Further detail of the assumptions made in assessing the
adoption of Group’s going concern basis can be found in Note 2.4.
The Group benefits from a secure, diversified income stream from leases
which are not overly reliant on any one tenant or sector, with the Group
generating net cash flows from operating activities for the year being
reported of £4.0 million. As a result, the directors believe that the Group
is well placed to manage its financing and other business risks.
The going concern statement is based on the reporting requirement
that the Group and the Company has adequate resources to continue
in operational existence for the foreseeable future, being a period of
at least twelve months from the date of these financial statements.
In addition to looking ahead for the twelve months, the Board has
undertaken steps to ensure that it can have a reasonable expectation
that the Group will be able to refinance its borrowings which become
repayable shortly after this twelve month period, and this is explained
both below and in the Viability Statement which follows.
The Board has commenced its debt refinancing plan. As part of this,
the Board has undertaken an interview process with a number of debt
advisers with the expertise, knowledge, and demonstrable potential
lender accessibility to secure refinancing for the Group. Following this,
the Board has a reasonable expectation to believe that the Group can
refinance its debt by 20 October 2025 at an aggregate finance cost and
on terms acceptable to the Board, taking into account the investment
objective of the Company.
Consequently, the Board is satisfied that the Group and the Company
has adequate resources to continue in operational existence for the
foreseeable future, and is of the opinion that the going concern basis
adopted in the preparation of the financial statements is appropriate.
Viability Statement
In accordance with provision 30 of the UK Code, the Board has assessed
the prospects of the Group over a period longer than the
twelve months required by the ‘Going Concern’ provisions.
The Board has considered the nature of the Group’s assets and liabilities
and associated cash flows and has determined that three years, from
the balance sheet date up to 30 June 2027, is an appropriate and realistic
timescale over which the performance of the Group can be forecast
with a degree of accuracy. Even though the Group’s contractual income
extends beyond three years, the Board considers this period (the
‘Period’) to be appropriate, given:
•
A major proportion of the leases contain an annual, three- or five-year
rent review pattern and therefore three years allow for the forecasts
to include the reversion arising from most rent reviews;
•
It is the period over which the Group’s medium-term business plan
and cash flows are based; and
•
It is often factors beyond the Board’s control, such as market
uncertainty, that reduce the reliability of forecasting over a longer
period.
In performing its viability review, the Board considers the Group’s cash
flows (noting that the Group’s property portfolio had a WAULT to
break of 16.5 years and a WAULT to expiry of 18.4 years at 30 June 2024,
representing a secure income stream for the Period), future dividends
and dividend cover, REIT compliance and relevant key financial ratios
over the Period. The Board carried out a thorough review of the Group’s
business model, including future performance, liquidity and banking
covenant tests for the Period and with various debt finance cost
scenarios based on refinancing the £41 million debt (see below) in full
at its maturity. The Board has assessed the extent of any operational
disruption; potential curtailment of rental receipts; potential liquidity
and working capital shortfalls; and diminished demand for the Group’s
assets going forward, in adopting a going concern preparation basis and
in assessing the Group’s longer-term viability.
These assessments are subject to sensitivity analysis, which involves
flexing a number of key assumptions and judgements included in the
financial projections:
•
Tenant default;
•
Dividend payments;
•
Financing and refinancing; and
•
Property portfolio valuation movements.
Specifically with respect to the Group’s borrowings:
•
covenants – at 30 June 2024, the asset valuations and rental income
of the properties secured to Canada Life would need to fall by 17.4%
and 46.0%, respectively, before breaching the Loan to Value and
Income Cover Cash Trap covenants; and
•
the Board has commenced its debt refinancing plan given that the
Group’s borrowings are due to be repaid on 20 October 2025. As part
of this, the Board has undertaken an interview process with a number
of
debt advisers
with the expertise, knowledge and demonstrable
potential lender accessibility to secure refinancing for the Group.
Following these discussions, the Board has a reasonable expectation
to believe that the Group can refinance its debt by 20 October 2025
at an aggregate finance cost and on terms acceptable to the Board,
taking into account the investment objective of the Company.
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Based on the prudent assumptions within the Group’s forecasts
including refinancing of the debt, rent deferrals, tenant default, void
rates and property valuation movements, the Board has a reasonable
expectation that for the Period:
•
all current and future loan covenants will be complied with
throughout the Period;
•
REIT tests will similarly be complied with; and
•
the Group and the Company will be able to continue in operation and
meet its liabilities as they fall due over the Period.
Board Approval of the Strategic Report
The Strategic Report has been approved and signed on behalf of the
Board by:
Simon Bennett
Chairman
1 October 2024
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Annual Report & Financial Statements 2024
31
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Corporate
Governance
33
Board of Directors
34
Corporate Governance
38
Report of the Audit Committee
40
Report of the Management Engagement Committee
41
Annual Statement of Directors’ Remuneration
42
Remuneration Policy
43
Directors’ Remuneration Report
46
Directors’ Report
48
Information Disclosures under the AIFM Directive
49
Statement of Directors’ Responsibilities
50
Independent Auditor’s Report
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Board of Directors
Simon Bennett
Independent non-executive chairman
Appointed director 10 November 2022 and
chairman on 30 November 2022
Simon is a chartered accountant with extensive
experience of providing strategic, financial
and other advice to growing companies.
He has worked for a number of the world’s
largest banks and has wide-ranging experience
of both the international debt and equity
markets. He was Head of Corporate Finance
and Head of mid and small caps teams at
Credit Lyonnais Securities (now Credit Agricole),
as well as head of Corporate Broking at Fairfax
IS plc and Sanlam Securities.
Simon is the principal partner of Incremental
Capital LLP, which he founded in 2004 to
provide corporate finance advice to mid and
small cap and growing companies. Simon is
a non-executive director of Kwalee Ltd, the
developer and publisher of games for digital
distribution, where he is also audit chair.
The Board considers that Simon Bennett brings
a wide-ranging set of skills and experience
to the Board, in particular experience as a
non-executive director and chairman as well as
investment and capital market knowledge.
investment and capital market knowledge.
Stephanie Eastment
Independent non-executive director
Appointed director and audit committee chair
on 1 October 2021
Stephanie is an independent non-executive
director and audit chair of Murray Income
Trust plc, Herald Investment Trust plc and
Impax Environmental Markets plc, and an
independent non-executive director of
RBS Collective Investments Funds Limited.
She is a Fellow of the Institute of Chartered
Accountants in England and Wales, a Fellow
of The Chartered Governance Institute and
a member of the Technical Committee of
the Association of Investment Companies.
Previously Stephanie was Head of Specialist
Funds Company Secretariat and Accounts at
Invesco Perpetual, where she had worked since
1996 specialising in the asset management
industry with particular focus on investment
trusts. Her career spans over 30 years working
in financial services including roles at UBS,
Wardley Investment Services International and
KPMG.
The Board considers that Stephanie Eastment
brings considerable investment company and
risk/ audit expertise and knowledge to the
Board, especially in her role as audit committee
chair.
Adam Smith
Non-executive director
Appointed director on 8 March 2021
Adam is a Chartered Surveyor with extensive
experience in UK Real Estate Investment,
management, and strategy. He currently
serves on the board of Glenstone REIT plc,
a real estate investment trust listed on the
International Stock Exchange in Guernsey.
Previously, Adam was the Managing Director
of the London and Surrey Group of companies,
which were later acquired by Glenstone. Before
that, he worked as an investment agent with
Edwin Hill, now part of the Altus Group.
The board considers that Adam brings
substantial property knowledge and strategic
direction. He has been extremely capable in
his role on both the board and as Chair of the
Management Engagement Committee.
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Annual Report & Financial Statements 2024
33
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Corporate Governance
This Corporate Governance Statement comprises pages 34 to 37 and
forms part of the Directors’ Report.
Statement of compliance
During the year, the Board has considered the principles and provisions
of the UK Corporate Governance Code (‘UK Code’), issued by the
Financial Reporting Council in July 2018. The UK Code can be viewed
at:
stewardship/uk-corporate-governance-code.
The Board acknowledges
the changes made to the UK Code in January 2024 which applies to
financial years beginning on or after 1 January 2025. The Company will
therefore first report against the revised code in its annual report for the
year ending 30 June 2026.
The Board considers that throughout the year it has complied with the
principles and provisions of the UK Code, except for those provisions,
relating to:
-
the role and responsibility of the chief executive;
-
the role of the senior independent director;
-
the roles and responsibilities of the Nomination Committee and
Remuneration Committee;
-
the chair not being part of the Audit Committee; and
-
the requirement for an internal audit function.
The Board considers that those provisions are not relevant to the
Company, being an externally managed investment company. In
particular, all of the Group’s day-to-day management and administrative
functions are outsourced to third parties and as a result, the Company
has no executive directors, employees or internal operations. In addition,
given the Board has only three directors, the Board believes it is both
better governance and practically for the Board to cover the role of the
Nomination Committee and Remuneration Committee, and for the chair
to be a member of the Audit Committee.
Responsibilities
The Board is collectively responsible for the long-term success of the
Group. It provides overall leadership, sets the strategic aims of the Group
and ensures that the necessary resources are in place for the Group to
meet its objectives and fulfil its obligations to shareholders within a
framework of high standards of corporate governance and effective
internal controls.
The directors are responsible for the determination of the Group’s
investment policy and investment strategy and have overall
responsibility for the Group’s activities, including the review of
investment activity and performance.
The Board is also responsible for the control and supervision of the AIFM
and Investment Adviser. The Board ensures the maintenance of a sound
system of internal controls and risk management and reviews the overall
effectiveness of systems in place. They are responsible for approval of
any changes to the capital, corporate and/or management structure of
the Group.
The Board does not routinely involve itself in day-to-day business
decisions, but there is a formal schedule of matters that require the
Board’s specific approval, as set out below, as well as those which can
be delegated to the Board committees and the AIFM. The Board retains
responsibility for all such delegated matters.
The AIFM is responsible for portfolio management, risk management and
approval of property and net asset valuations of the Group pursuant to
AIFM Directive, (the ‘AIFMD’)
The directors have adopted a formal schedule of matters reserved for
decision by the Board. These include the following:
1.
Establishing and monitoring the Company’s business strategy;
2.
Oversight of the Group’s operations;
3.
Appointment and removal of the Company’s key service providers;
4.
Alterations to the Company’s capital or corporate structure;
5.
Approval of half-yearly and annual report and accounts and
declaration of dividends;
6.
Ensuring the maintenance of a sound system of risk management
and internal controls;
7.
Oversight of AIFM functions;
8.
Oversight of contracts not in the ordinary course of business;
9.
Raising of new capital and major financing facilities;
10. Determining the remuneration of the directors, subject to the
articles of association and shareholder approval as appropriate;
11. Approval of all policies, and specific risk management policies
including insurance, borrowing limits and corporate security;
12. Board appointments and removals; and
13. Any decision likely to have a material impact on the Company or
Group.
Composition
The Board consists of a non-executive chairman and two non-executive
directors. Simon Bennett and Stephanie Eastment were considered
independent on and since their appointment. The Board has considered
and determined that Adam Smith is not an independent director on
and since his appointment. He is not considered to be independent as
he is a director of Glenstone Property plc, one of the Company’s largest
shareholders, which the Board has considered to be a circumstance that
impairs his independence in accordance with provision 10 of the UK
Code. All directors are independent of the AIFM and Investment Adviser.
The directors’ other principal commitments are listed on page 33. During
the year, the Board was satisfied that all directors were able to commit
sufficient time to discharge their responsibilities effectively having given
due consideration of their other commitments.
The directors were advised on appointment of the expected time
required to fulfil their roles and have confirmed that they remain able
to make that commitment. All changes in any director’s commitments
outside the Group are required to be disclosed and approved prior to
the acceptance of any such appointment.
Chairman
The chairman leads the Board and is responsible for its overall
effectiveness in directing the Company. He promotes a culture of
openness and debate and facilitates constructive Board relations and
the effective contribution of all directors. In liaison with the Company
Secretary, he ensures that the directors receive accurate, timely and clear
information. He demonstrates an objective judgement and promotes
a culture of openness and constructive debate to ensure the effective
contribution of all directors, and facilitates a supportive, co-operative
and open environment between the AIFM and Investment Adviser
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and the directors. He is also responsible for ensuring that the views of
shareholders are communicated to the Board as a whole.
The chairman is deemed by his fellow independent Board members to
be independent in character and judgement and free of any conflicts of
interest. The chairman has no significant commitments other than those
disclosed in his biography on page 33.
Given the size of the Board and the Group, it is not considered necessary
to appoint a senior independent director.
Board meetings
The Group has four scheduled Board meetings each year with additional
meetings arranged as necessary. In addition, the directors meet
frequently outside of scheduled Board meetings.
At each Board meeting, the directors follow a formal agenda which
is set by the chairman, and the papers are circulated in advance by
the Company Secretary to ensure that the directors receive accurate,
clear and timely information to help them discharge their duties. The
Board is provided with financial information, together with briefing
notes and papers in relation to changes in the Group’s economic and
financial environment, statutory and regulatory changes and corporate
governance best practice. A description of the Group’s risk management
and internal control systems is set out on page 37.
The Group’s main functions are delegated to a number of service
providers, each engaged under separate contracts. The management of
the Group’s portfolio is delegated to the AIFM which, together with the
Investment Adviser, manages the assets in accordance with the Group’s
objectives and policies. The management arrangements can be found
on page 47. At each Board meeting, representatives from the AIFM and
Investment Adviser attend to present reports to the directors covering
the Group’s current and future activities, portfolio of assets and its
investment performance over the preceding period.
Board committees
The Company has two committees, the Audit Committee and the
Management Engagement Committee (‘MEC’). Given the structure and
size of the Board, the Board does not consider it necessary to appoint
a separate Nomination or Remuneration Committee. The Committees’
delegated responsibilities are clearly defined in formal terms of
reference, which are available on the Company’s website. Further details
about the Audit Committee and MEC can be found on pages 38 to 40.
Meeting attendance
Board meetings are held quarterly. Additional ad hoc Board meetings
are also held for items such as the approvals of the quarterly NAVs and
dividends. During the year ended 30 June 2024, the number of meetings,
including committee meetings, and each director’s attendance were as
follows. Director’s eligibility to attend the relevant meetings is shown in
brackets.
Director
Board
Meeting
Audit
Committee
MEC
Simon Bennett
9 [9]
2 [2]
1 [1]
Stephanie Eastment
9 [9]
2 [2]
1 [1]
Adam Smith
9 [9]
2 [2]
1 [1]
Performance evaluation
The directors are aware that they need to continually monitor and
improve Board performance and recognise that this can be achieved
through regular Board evaluation, providing a valuable feedback
mechanism for improving Board effectiveness. The Board has established
a review process for the annual evaluation of the performance of the
Board, the Audit Committee and the MEC, as well as the individual
directors. This process is led by the chairman who acts on the results
of the evaluation by recognising the strengths and addressing any
weaknesses of the Board, as appropriate. The other directors, led by the
audit chair, carry out a performance evaluation of the chairman.
Having conducted its performance evaluation, the Board believes that
it, and each of its committees, have been effective in carrying out their
objectives and that each individual director has been effective, has
demonstrated commitment to the role, and has sufficient time to fulfil
their duties. The Board discussed the challenges and opportunities
that were identified through the performance evaluation and agreed
appropriate development points on which progress will be assessed in
the next financial period.
The Board does not consider the use of external consultants to conduct
this evaluation is likely to provide any meaningful advantage over
the process that has been adopted and would incur an unnecessary
expense. However, the option of doing so will continue to be reviewed
on a regular basis.
Directors’ independence
The independence of the directors was reviewed as part of the annual
evaluation process. The Board consists of three non-executive directors,
two of which are considered independent. The Board has considered
and determined that Adam Smith is not an independent director on
and since his appointment. He is not considered to be independent as
he is a director of Glenstone Property plc, one of the Company’s largest
shareholders, which the Board has considered to be a circumstance that
impairs his independence in accordance with provision 10 of the UK Code.
Director induction and training and development
The Company has established a robust induction process for new
directors that covers the Group’s investment activities, the role and
responsibilities of a director and guidance on corporate governance and
applicable regulatory and legislative landscape. New appointees also
have the opportunity of meeting with the other directors and relevant
persons of the Investment Adviser and AIFM.
The directors’ training and development was assessed as part of the
annual effectiveness evaluation and the chairman regularly reviews and
discusses the development needs with each director. Each director is
fully aware that they should take responsibility for their own individual
development needs and take the necessary steps to ensure they are
wholly informed of regulatory and business developments. During
the year, the directors received periodic guidance on regulatory and
compliance updates from the Company’s professional advisers.
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Annual Report & Financial Statements 2024
35
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Succession planning and Board diversity
The Board as a whole has given full consideration to succession planning
as part of the Board’s formal annual evaluation to ensure progressive
refreshing of the Board, taking into account the challenges and
opportunities facing the Board and the balance of skills and expertise now
and required in the future. The Board recognises the benefits of a diverse
board, being from a variety of factors including gender, age, race, disability
or socio-economic background, to name but some.
The Board considers that it has an appropriate balance of skills and
experience. The Board considers that, collectively, it has substantial recent
and relevant experience of the property sector, investment trusts and
financial and public company management.
Tenure policy
The Board has adopted a policy whereby all directors will stand for re-
election (or election if appointed in the year) at each AGM. In addition,
the directors, including the chairman, will not stand for re-election
as a director of the Company later than the AGM following the ninth
anniversary of their appointment to the Board, unless in relation to
exceptional circumstances.
Board’s diversity policy and diversity information
Diversity policy
At the year end, the Board was comprised of three non-executive
directors, two male and one female, who in aggregate have the
appropriate balance of skills and experience to meet the future
opportunities and challenges facing the Group. The Board reviews its
composition and effectiveness as part of the annual Board performance
evaluation process and the Board’s succession planning.
Diversity information
The Board is supportive of the Listing Rule diversity targets for listed
companies and the following table sets out the gender and ethnic
diversity of the Board at 30 June 2024, in accordance with the Financial
Conduct Authority (‘FCA’) Listing Rules 6.6.6R(10) and 14.3.30R. As part
of this process, the Board resolved that the Company’s year-end date be
the most appropriate date for disclosure purposes and confirms that the
information in the table was provided individually by each director.
Gender Diversity
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
Men
2
67%
1
Women
1
33%
0
Not specified/
prefer not to say
–
–
–
Ethnic Diversity
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
White British
or other White
(including
minority white
groups)
3
100%
1
Not specified/
prefer not to say
–
–
–
Although supportive of the targets, as a Company with only three
directors it has not been possible, and may continue to not be possible,
for the Board to be able to meet the three targets set by the FCA Listing
Rules as the Board will always appoint the best person for the job.
Explanation of this non-compliance, and how the Board may be able to
address long term, are set out in the table below.
Requirement
Explanation
At least 40% of the
individuals on its
board of directors are
women
The Board comprises three directors,
one of whom is female, meaning that it
has 33% female representation rather
than the targeted 40%. The Board do
not believe that at this time it would
be in the best interests of the Company
to incur the additional expense of
appointing a fourth director, as the
Board has an appropriate mix of skills,
knowledge and experience.
At least one of the following
senior positions on its board
of directors is held by a
woman:
- The Chair
- The Chief Executive
- The senior independent
director (‘SID’)
- The Chief Financial Officer
For the reasons explained earlier, the
Company does not have a SID. As an
externally managed REIT, the Company
does not have a chief executive or chief
financial officer and the Board believes
that the audit chair is a senior position.
As a result, the only FCA-recognised
senior position is the chair, which is held
by a male. Whereas the Board believes
the Company has two senior positions
with one held by a male and one held
by a female – the latter thus meeting
the spirit of the target.
A minimum of one board
member is from a minority
ethnic background
The size of the Board, and also
the Company, make meeting this
target challenging. The Company
has committed to ensuring suitable
candidates form part of shortlists, albeit
final selection will be based on merit
and the best overall candidate for the
job. However, the Board will ensure that
active steps are taken to search for and
attract ethnically diverse candidates
whenever it recruits.
Re-election and election of directors
As part of the performance evaluation, the Board concluded that each
of the directors provide a valuable contribution to the Company and its
long-term sustainable success. The rationale for their re-election can be
found on page 33 of this report.
In accordance with the UK Code, all directors will submit themselves for
election or re-election on an annual basis. Therefore, Simon Bennett,
Stephanie Eastment and Adam Smith will each be standing for re-
election at the Company’s forthcoming AGM.
Directors’ conflicts of interest
It is the responsibility of each individual director to avoid an
unauthorised conflict of interest arising.
A director must request authorisation from the Board as soon as they
become aware of the possibility of an interest that conflicts, or might
Corporate Governance
continued
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possibly conflict, with the interests of the Group. The Company’s Articles
of Association (the ‘Articles’) allow the Board to authorise such potential
conflicts, and there is a procedure in place to deal with any actual,
or potential, conflicts of interest. Where the conflict arises due to an
appointment, the Board deals with each appointment on its individual
merit and takes into consideration all relevant circumstances.
A register of conflicts is maintained by the Company Secretary and is
reviewed at Board meetings to ensure that any authorised conflicts
remain appropriate. The directors are required to confirm at these
meetings whether there has been any change to their position.
Relations with shareholders
Communication with shareholders is given high priority by both the
Board and the Investment Adviser.
The chairman and the Company’s broker have been in regular contact
with major shareholders and report the results of meetings and the
views of those shareholders to the Board on a regular basis. In addition,
the Company communicates with its shareholders through the Annual
and Interim Reports, quarterly trading updates, and at the Company’s
AGM at which shareholders are given the opportunity to ask questions
of the Board and representatives of the Investment Adviser. The
chairman ensures that the Board as a whole has a clear understanding
of the views of shareholders by receiving regular updates from the
Company’s broker, which are tabled at the Company’s board meetings.
Any shareholder wishing to contact the Company should address their
query to the chairman and/or the Company Secretary at the registered
office address on page 88.
Internal controls and risk management
The Board is responsible for the systems of internal controls relating
to the Group including the reliability of the financial reporting
process and for reviewing the risk management and internal controls
effectiveness. The risk management framework established by the Board
has been designed to identify, evaluate and mitigate risks faced by the
Group, including emerging risks, on an ongoing basis. In designed the
framework, the Board considered the guidance supplied by the FRC
on risk management, internal control and related finance and business
reporting.
The framework, including its key procedures established with
a view to providing effective financial control, was in place both during
the year under review and at the date of this report.
The internal control systems are designed to ensure that proper
accounting records are maintained, that the financial information on
which business decisions are made, and which is issued for publication,
is reliable, and that the assets of the Group are safeguarded.
Risk management and internal controls are designed to manage rather
than eliminate the risk of failure to achieve the Group’s objectives. It
should be recognised that such systems can only provide reasonable,
not absolute, assurance against material misstatement or loss.
The Board has carried out a review of the effectiveness of the risk
management and internal controls as they have operated throughout
the year and up to the date of approval of the Annual Report and
Financial Statements. There were no matters arising from this review that
required further investigation and no significant failings or weaknesses
were identified.
Robust risk assessments and reviews of internal controls are undertaken
regularly in the context of the Group’s overall investment objective.
In arriving at its judgement of what risks the Group faces, the Board,
through the Audit Committee (the ‘Committee’), has considered the
Group’s operations in light of the following factors:
1.
the nature and extent of risks which it regards as acceptable for
the Group to bear within its overall business objective;
2.
the threat of such risks becoming reality;
3.
the Group’s ability to mitigate the probability and impact of risks
on its performance; and
4.
the extent to which third parties operate the relevant controls and
to what extent reliance can be placed on this.
The Group and Company’s risk register sets out the risks relevant to
the Group and describes, where relevant, the internal controls that
are in place at the Investment Adviser, AIFM and other third party
service providers to mitigate these risks. The risk register identifies the
Group’s risks, the controls in place to mitigate those risks and how
these are monitored. Risks are assessed on the basis of the likelihood
of occurrence, the impact on the business if they were to occur and
the effectiveness of the controls in place to mitigate. The Committee
formally reviews the risk register, and the risk heat map and top risks
that this generates, on a semi-annual basis. The Committee also
undertakes a top-down review of risks, and ensures that the risks
identified by this align with the top risks identified by the risk matrix
bottom-up approach.
The Board meets semi-annually with Langham Hall as the Company’s
AIFM and Depositary. Both report on any significant issues that have
been identified in the period and will escalate issues and report to
the Board outside of these meetings on an ad hoc basis to the extent
that this is required. For the year being reported, no issues arose which
required escalation.
The Depositary works with Investment Adviser to undertake its AIFMD
responsibilities with regard to cash monitoring, asset verification and
general oversight. This includes review of all key event activity by
the Group, such as property transactions, and dividend and major
expense payments. The AIFM’s monitoring of the Investment Adviser
includes: quarterly meetings with the Investment Manager; review of
management accounts, valuations of the assets and loan compliance;
asset verification; and key event activity.
The Investment Adviser in its role as Administrator provides
management accounts to the Board, which enables the Board to assess
the financial position of the Company. Additional ad hoc reports are
received as required and directors have access at all times to the advice
of the Company Secretary, which is responsible to the Board for ensuring
that Board procedures are followed.
Most functions for the day-to-day management of the Group are sub-
contracted and therefore the Company does not have its own internal
audit function. The Board obtains assurances and information from key
third-party service providers regarding the internal systems and controls
operated in their respective organisations. In addition, third parties are
requested to provide a copy of their report on internal controls each
year, which are reviewed by the Committee.
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
37
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Committee membership
The Audit Committee comprises Stephanie Eastment as chair, Simon
Bennett and Adam Smith. The Audit Committee met twice during the
year under review.
Stephanie Eastment has recent and relevant financial experience. The
Board is satisfied that the combined knowledge and experience of its
members is such that the Committee discharges its responsibilities in an
effective manner and has competence relevant to the sector in which it
operates.
Role of the Committee
The Committee assists the Board in discharging its responsibilities
with regard to financial reporting, external audit and internal controls,
including:
1.
monitoring the integrity of the financial statements of the
Group, including its annual and half-yearly reports and reviewing
significant financial reporting issues and the judgements which
they contain;
2.
keeping under review the adequacy and effectiveness of the
Group’s risk management and internal control systems and
reviewing and approving the statements to be included in the
annual report concerning risk management and internal controls,
going concern and annual viability statement;
3.
making recommendations to the Board in relation to the
appointment/re-appointment or removal of the auditor and
approving its remuneration and terms of engagement;
4.
reviewing and monitoring the auditor’s independence, objectivity
and effectiveness; and
5.
approving any non-audit services to be provided by the auditor
and monitoring the level of fees payable in that respect.
Performance evaluation
Refer to page 35 of the Corporate Governance section detailing how the
review of the Committee’s performance has been conducted, and the
results of such evaluation.
Activities
The Committee meets at least twice a year to consider the annual report
and half-year report and any other matters as specified under its terms
of reference. During the year and up to the date of this report, the
Committee has: reviewed financial results for publication; reviewed the
performance and effectiveness, objectiveness and independence of the
auditor and considered its re-appointment and remuneration; reviewed
the non-audit services provided by the auditor and the associated fees
incurred; reviewed the risk management and internal controls systems of
its third-party service providers; and reviewed the Committee’s terms of
reference which are available on the Company’s website.
In addition to the above, at the Company’s annual and interim reporting
stages the Committee reviewed the Company’s risk management and
internal controls, including the Company’s risk register, heat risk map,
and top risk (post-mitigation) schedule. This included a top-down
review of risks to ensure that these aligned with the top risks identified
by the risk management system’s bottom-up approach. The audit chair
also held several discussions with the Investment Adviser during the
year, and with the Investment Adviser and auditor during the course
of the audit. Lastly, the Committee held in-depth discussions with
Report of the Audit Committee
the Investment Adviser in relation to transitional arrangements and
the future migration of the Company’s data following the change of
investment adviser to Martley Capital.
Significant issues considered by the Committee
Valuation
The Committee determined that a key area of consideration in relation
to the Consolidated Financial Statements of the Group was the
valuation of the investment properties, as it is fundamental to the
Group’s statement of financial position and audited results. The 19
properties in the portfolio at the year-end were externally valued by
qualified independent valuers (using the internationally accepted Royal
Institution of Chartered Surveyors (‘RICS’) Valuation – Professional
Standards) and whilst comparable market transactions provide valuation
evidence, there are assumptions which involve significant levels of
judgement. The Committee considered the valuations, and these were
also discussed with the AIFM, Investment Adviser and auditor during the
audit of the financial statements. Details of the valuation methodology
are contained in Note 10 to the Consolidated Financial Statements.
Measurement of Investment in subsidiary undertakings
The Committee considered the comparison of the carrying value of
its investment in subsidiary undertakings with the net assets of the
subsidiary’s balance sheet, to identify whether the net assets exceeded
the carrying amount which would be an indicator of impairment in
the carrying value of the subsidiary. The auditor was satisfied that the
measurement of the investment in the subsidiary undertaking was free
from material misstatement.
Investment Adviser Transition
As a result in the change of Investment Adviser, the Committee
alongside the AIFM considered the transfer from the previous
Investment Adviser (M7) to the current Investment Adviser (Martley
Capital) of its staff, and the Group’s accounting records and data. This
included transitional arrangements, with staff migrating during the year
being reported and with migration of the Company’s accounting records
and data to be completed post year end.
Internal controls
The Committee carefully considers the internal control systems by
monitoring the services and controls of its third-party service providers.
As previously explained, the Committee undertook a review of the
Company’s risk management and internal controls. It received reports
on internal control and compliance from the Investment Adviser and
the Group’s other major service providers and no significant matters of
concern were identified. Further details of the Group’s internal controls
and risk management are detailed on page 37.
Internal audit
The Committee has considered whether establishing an internal audit
function would be appropriate and concluded that, considering
the structure and nature of the Group’s activities, such a function is
not necessary. The Committee believes that the existing system of
monitoring and reporting by third parties remains appropriate and
adequate and will review this position on an annual basis and make
appropriate recommendations to the Board.
38
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Annual Report & Financial Statements 2024
Going concern and long-term viability of the Group
The Committee considered the Group’s financial requirements for the
next 12 months and concluded that it has sufficient resources to meet
its commitments. Consequently, the financial statements have been
prepared on a going concern basis.
The Committee also considered the longer-term viability statement
within the Annual Report for the year ended 30 June 2024, covering a
three-year period, and the underlying factors and assumptions which
contributed to the Committee deciding that this was an appropriate
length of time to consider the Group’s long-term viability. The Group’s
viability statement can be found on pages 30 to 31.
Independence and objectivity of the auditor
It is the Committee’s responsibility to monitor the performance,
objectivity and independence of the auditor and this is evaluated by
the Committee each year. The Company’s external auditor is Moore
Kingston Smith LLP (‘MKS’). In evaluating MKS’s performance, the
Committee examines five main criteria – robustness of the audit process,
independence and objectivity, quality of delivery, quality of people
and service, and value-added advice. Having carried out a review the
Committee is satisfied with the auditor’s performance and that as
the auditor did not carry out non-audit services the objectivity and
independence of the auditor was not compromised.
External audit process
The Committee meets at least twice a year with the auditor, once at
the planning stage before the audit and again after the audit at the
reporting stage. The auditor provides a planning report in advance of the
annual audit, and a report on the annual audit. The Committee has an
opportunity to question and challenge the auditor in respect of both of
these reports.
In addition, at least once a year, the Committee has an opportunity to
discuss any aspect of the auditor’s work with the auditor in the absence
of the AIFM and Investment Adviser and other service providers. After
the annual audit, the Committee will review the audit process and
consider its effectiveness.
Appointment of the auditor
Following a review of its independence and objectivity, the Committee
has recommended to the Board that re-appointment of MKS as the
Company’s auditor be proposed to shareholders at the forthcoming
AGM. MKS has expressed its willingness to continue as the Company’s
auditor.
MKS was appointed as auditor to the Group on 23 June 2021 following
a competitive tender process. Jonathan Sutcliffe is the audit partner
and this year’s audit is his fourth of the Company. In line with EU
requirements adopted by the UK, it is intended that the external audit
will be re-tendered at least every ten years.
Audit fees and non-audit services
The Committee has sole responsibility for agreeing the audit fee.
An analysis of audit fees is set out below:
Audit fees
Year ended
30 June 2024
£’000
Year ended
30 June 2023
£’000
Statutory audit of Annual Report and
Accounts (current year)
73
70
Statutory audit of Annual Report and
Accounts (prior year)
–
6
Statutory audit of Subsidiary Accounts
12
11
85
87
The Committee has a policy on the engagement of the auditor to
supply non-audit services. All non-audit services are reviewed by the
Committee which makes recommendations for the provision of each
non-audit service and ensures that the statutory auditor is not engaged
to perform work that is prohibited under UK law.
The non-audit services policy was reviewed, and its application
monitored by the Committee during the year and it was agreed that the
policy remained appropriate for the Group.
MKS has not provided any non-audit services to the Group.
Stephanie Eastment
Audit Committee Chair
1 October 2024
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
39
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Committee membership
The Management Engagement Committee comprises Adam Smith as
Chair, Simon Bennett and Stephanie Eastment.
Role of the Committee
The Committee is responsible for reviewing the appropriateness of
the continuing appointment of the AIFM and Investment Adviser
and ensuring the terms and conditions of the AIFM and Investment
Adviser’s continuing appointment align with the investment policy and
investment objective of the Group.
Matters considered in the year
The Committee receives reports from external advisers and from the
AIFM and Investment Adviser, as required, to enable it to discharge its
duties. The main activities undertaken during the year, and to the date
of this report, were that the Committee:
1.
satisfied itself that the AIFM and Investment Adviser agreements
are fair and that the terms remain competitive and sensible for
shareholders and that matters of compliance are under proper
review;
2.
reviewed the performance of other third-party service providers
and made recommendations to the Board regarding these; and
3.
reviewed the Committee’s terms of reference (which are available
on the Company’s website).
Report of the Management
Engagement Committee
Performance evaluation
Refer to page 35 of the Corporate Governance section detailing how the
review of the Committee’s performance has been conducted, and the
results of such evaluation.
Review of service providers
The Committee reviews the ongoing performance and the continuing
appointment of key service providers of the Group including the
AIFM and Investment Adviser on an annual basis. The Committee also
considers any variation to the terms of key service providers’ agreements
and reports its findings to the Board.
As detailed in the Chairman’s Statement, during the year the Board
undertook a review of the Group’s investment advisory arrangements
and appointed Martley Capital as the Group’s Investment Adviser
effective 15 March 2024. Key members of the previous Investment
Adviser transferred to Martley Capital and continue to service the Group.
Continuing appointment of the AIFM and Investment Adviser
The Committee has reviewed the continuing appointment of the AIFM
and Investment Adviser and are satisfied that their appointment remains
in the best interests of shareholders as a whole.
Adam Smith
Management Engagement Committee Chair
1 October 2024
40
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
Dear Shareholder,
I am pleased to present the Directors’ Remuneration Report on behalf of
the Board for the year ended 30 June 2024. It is set out in two sections in
line with legislative reporting regulations:
•
Remuneration Policy – This sets out our Remuneration Policy for
directors of the Company and will be subject to a binding shareholder
vote at the Company’s 2026 AGM.
•
Annual Report on Directors’ Remuneration – This sets out how the
directors were paid for the year ended 30 June 2024. There will be
an advisory shareholder vote on this section of the report at the
Company’s forthcoming AGM.
The Group does not have any executive directors or employees, and,
as a result, operates a simple and transparent remuneration policy that
reflects the non-executive directors’ duties, responsibilities and time
spent.
Full details of the Remuneration Policy, as well as how directors were
paid for the year ended 30 June 2024, are set out on pages 42 to 45.
We value engagement with our shareholders and for the constructive
feedback we receive. We look forward to your support at the upcoming
AGM.
Simon Bennett
Chairman
1 October 2024
Annual Statement on
Directors’ Remuneration
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
41
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Remuneration
Policy
The Remuneration Policy (the ‘Policy’) was last approved by
shareholders at the 2023 AGM of the Company held on 15 November
2023 and became effective from the conclusion of that meeting. In
accordance with section 439A of the Companies Act 2006, the Policy
must be approved by shareholders at least once every three years and
is therefore next scheduled to be put forward for a binding shareholder
vote at the Company’s 2026 AGM.
Overview
All directors are non-executive, and the Company follows the
recommendation of the UK Code that non-executive directors’
remuneration should reflect the time commitment and responsibilities
of the role. The Board’s policy is that the remuneration of non-executive
directors should support the strategic objectives of the Company,
reflect the experience of the Board as a whole and be determined with
reference to comparable organisations and appointments. The Group
has no employees and consequently has no policy on the remuneration
of employees.
Policy table
Component
Operation
Link to Strategy
Annual Fee
The Board has set three
levels of fees: one for a
director and additional
levels for the chair of
the Audit Committee
and the chair of the
Board.
The approval of
shareholders would be
required to increase
the aggregate limit of
£400,000 for directors’
remuneration, set out in
the Company’s Articles.
The level of the annual
fee has been set to
attract and retain
high calibre directors
with the skills and
experience necessary
for the role.
The fee has been
benchmarked against
companies of a similar
size in the sector,
having regard to the
time commitment and
expected contribution
to the role.
Additional Service
Fee
The Company’s Articles
provide that if any
director shall perform
or render any special
duties or services
outside his ordinary
duties as a director,
he may be paid such
reasonable additional
fees as may be
considered appropriate.
.
The additional fee
offers flexibility
for a director to be
awarded additional
remuneration to
adequately compensate
a director for any
special services or
services outside his
ordinary duties where
this is considered
appropriate for the
effective functioning of
or in furtherance of the
Company’s aims.
Other Benefits
The Company’s
Articles provide that
directors are entitled
to be reimbursed for
reasonable expenses
incurred by them in
connection with the
performance of their
duties and attendance
at Board and General
Meetings.
In line with market
practice, the Company
will reimburse directors
for expenses to ensure
that they are able to
carry out their duties
effectively.
Fees are reviewed annually in accordance with the above policy. The fee
for any new director appointed to the Board will be determined on the
same basis.
Service contracts
Directors do not have service contracts with the Company but are
engaged under letters of appointment, copies of which are available for
inspection at the Company’s registered office. None of the directors has
a contract of service with the Group.
Directors’ term of office
Directors are not appointed for a specific term and will stand for annual
re-election at the Company’s annual general meetings.
Loss of office
The letters of appointment specifically exclude any entitlement to
compensation upon leaving office for whatever reason.
Relations with shareholders
The Company is committed to ongoing shareholder dialogue and any
views expressed by shareholders on the fees being paid to directors
would be taken into consideration by the Board when reviewing the
Directors’ Remuneration Policy as a part of any review of directors’ fees.
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Annual Report & Financial Statements 2024
Directors’
Remuneration Report
The Board has resolved that a remuneration committee is not
appropriate for a company of this nature and a Board of this size.
Remuneration therefore forms part of the Board’s responsibilities. All
Directors are non-executive and all participate in meetings of the Board
at which Directors’ remuneration is considered.
The level of directors’ fees for the year and the preceding year are set out
below. The Board has undertaken a review of directors’ fees based on
the factors set out in the Company’s Remuneration Policy and also the
market in general and levels of inflation. Following this review, the Board
has resolved to increase fees with effect from 1 July 2024 as follows:
Chairman - £42,000, audit committee chair - £35,000 and other directors
- £28,000. This represents an increase of 2.6%.
This followed a remuneration benchmarking exercise and review of
independent advice and to ensure that fees were sufficient to attract
and retain directors of suitable calibre and with the skills, knowledge
and experience necessary for the role having regards to the expected
time commitment.
2024
(£)
2023
(£)
Chairman
41,000
39,000
Audit Committee Chair
34,100
32,500
Director
27,300
26,000
An ordinary resolution will be put to shareholders at the forthcoming
AGM to receive and approve the Directors’ Remuneration Report. This is
an advisory vote only.
Total Return (rebased to 100)
40
60
80
100
120
140
160
Jun-17
Jun-18
Jun-19
Jun-20
Jun-21
Jun-22
Jun-23
Jun-24
AIRE Total Return
EPRA NAREIT
FTSE Small Cap
Total Return vs NAREIT vs FTSE Small Cap
Performance of the Company
The chart below compares the share price total return (assuming all dividends re-invested) compared with the total return on the FTSE EPRA Nareit
UK and FTSE Small Cap Indices over the period since inception of the Company. These indices have been chosen as they are considered to be the
most appropriate benchmark against which to assess the relative performance of the Company.
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
43
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Single total figure (audited information)
The remuneration paid to the directors during the year ended 30 June 2024 is set out in the table below.
2024
2023
Total Fixed
Remuneration
(£)
Total
Expenses
(£)
Total
Fees
(£)
Total Fixed
Remuneration
(£)
Total
Expenses
(£)
Total
Fees
(£)
Simon Bennett
1
(appointed 10
November 2022 and
as chairman
30 November 2022)
41,000
973
41,973
24,339
–
24,339
Stephanie
Eastment
34,100
–
34,100
32,500
487
32,987
Adam Smith
27,300
–
27,300
26,000
–
26,000
Alan Sippetts
2
(retired 30 November
2022)
–
–
–
16,250
104
16,354
Total
102,400
973
103,373
99,089
591
99,680
Notes
1
Simon Bennett was appointed as a director and as chairman with effect from 10 November 2022, and therefore his 2023 remuneration was pro-rata from 10 November 2022 to 30 June 2023.
2 Alan Sippetts retired as a director with effect from 30 November 2022, and therefore his 2023 remuneration was pro-rata from 1 July 2022 to 30 November 2022.
Annual Change in Directors’ Fees (excluding expenses)
Year ended 30 June
2024
(%)
2023
(%)
2022
(%)
2021
(%)
Simon Bennett
(appointed 10 November 2022 and as
chairman on 30 November 2022)
68%
1
See note B
See note A
n/a
n/a
Stephanie Eastment
(appointed 1 October 2021)
5%
73%
2
See note A
n/a
Adam Smith
(appointed 8 March 2021)
5%
30%
233%
3
See note B
See note A
Alan Sippetts
n/a
See note A
38%
See note B
8%
See note B
Notes
A: Percentage change figures cannot be calculated in the year of appointment or the year of retirement/resignation.
B: There were no changes to Director Fees from inception of the Company in 2017, until 1 July 2022. Accordingly, all percentage changes for 2021 and 2022 arise from either a change in role (for example,
the increases for Alan Sippetts both arise from his appointment as chairman on 1 May 2021) or due to the fact that the percentage change is skewed because the denominator fee is for a period of
less than 12 months. Likewise, the denominator for Adam Smith’s 2022 and Simon Bennett’s 2024 % change is less than 12 months.
1 The 68% increase in 2024 reflects both the 5% directors’ fee increase and that Simon Bennett’s 2023 remuneration was pro-rata from his appointment date.
2 The 73% increase in 2023 reflects both the 30% directors’ fee increase and that Stephanie Eastment’s 2022 remuneration was pro-rata from her appointment date.
3 The 233% increase in 2022 reflects that Adam Smith’s 2021 remuneration was pro-rata from his appointment date.
Directors’
Remuneration Report
continued
44
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
Relative importance of spend on pay
The table below sets out, in respect of the year ended 30 June 2024, the remuneration paid to the directors. The management fee and dividends paid
are shown to give shareholders a greater understanding of the relative importance of spend on pay.
2024
£’000
2023
£’000
Directors’ remuneration
102
99
Investment adviser fee
360
371
Dividends paid
4,986
4,609
Directors’ interests (audited information)
Neither the Company’s Articles, nor the directors’ letters of appointment require a director to own shares in the Company. The interests of the
directors and their persons closely associated in the equity of the Company at 30 June 2024 are shown in the table below. There have been no
changes to the below holdings since the year end and up to the date of this report.
2024
Number of shares
2023
Number of shares
Simon Bennett
–
N/A
Stephanie Eastment
1
55,000
55,000
Adam Smith
2
22,055,461
22,055,461
1 25,920 Ordinary Shares are held by Stephanie Eastment and 29,080 are held by persons closely associated with Stephanie Eastment.
2 20,155,461 Ordinary Shares were held by Glenstone Property plc and 1,900,000 Ordinary Shares were held by Lecram Holdings Ltd, persons closely associated with Adam Smith; he did not hold any
shares in his own name.
None of the directors or persons closely associated with them had a material interest in the Group’s transactions, arrangements or agreements during
the year.
Consideration of shareholder views
During the year, the Company did not receive any communications from shareholders specifically regarding directors’ pay.
AGM voting
The Directors’ Remuneration Policy was last approved by shareholders at the AGM held on 15 November 2023 on a poll; the poll votes received were
as set out below. The Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) was last approved by shareholders at the AGM
held on 15 November 2023 on a poll; the poll votes received were as set out below.
Voting
Remuneration Report
Remuneration Policy
For – number of votes cast
24,634,076 (99.74%)
25,145,991 (99.60%)
Against – number of votes cast
64,558 (0.26%)
100,558 (0.40%)
Total votes cast
24,698,634
25,246,549
Number of votes withheld
618,823
70,908
Approval
The Directors’ Remuneration Report has been approved by the Board and signed on its behalf by:
Simon Bennett
Chairman
1 October 2024
Alternative Income REIT PLC
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Annual Report & Financial Statements 2024
45
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Directors’ Report
Directors’ Report
The Directors’ Report, prepared in accordance with the requirements
of the Companies Act 2006 and the FCA’s Listing Rules and Disclosure
Guidance and Transparency Rules, comprises pages 46 to 47, and
incorporates the Corporate Governance Statement on pages 34 to 37.
In accordance with s414c(11) of the Companies Act 2006, information
required to be disclosed in respect of future developments and principal
risks and uncertainties is included within the Strategic Report on pages
3 to 31.
Principal activity
The Company is a closed-ended investment company and is a Real
Estate Investment Trust. The Company is a holding company of two
subsidiaries. The Group invests in properties in accordance with the
Investment Policy and Investment Objective.
Results and dividends
The interim dividends paid by the Company are set out in Note 9 of
the Consolidated Financial Statements. A summary of the Group’s
performance during the year, significant events following the year end
and future developments is set out in the Strategic Report on pages 3
to 31.
Directors
The directors in office at the date of this report are shown on page 33
and all held office throughout the year.
Power of directors
The directors’ powers are determined by UK legislation and the Articles.
The Articles may be amended by a special resolution of the members.
The directors may exercise all of the Company’s powers provided that
the Articles or applicable legislation do not stipulate that any such
powers must be exercised by the members. The Articles govern the
appointment and replacement of directors.
Indemnity provisions
Save for such indemnity provisions in the Company’s Articles, there
are no qualifying third-party indemnity provisions in force. The Board
has agreed to a procedure by which directors may seek independent
professional advice if necessary and at the Company’s expense. The
Company has also arranged for the appropriate provision of Directors’
and Officers’ Liability Insurance.
Annual General Meeting
The Company’s 2024 AGM will be held on 12 November 2024 at 10am,
and the Notice of Annual General Meeting has been set out on pages 89
to 98 of this report.
Voting entitlement
Each shareholder is entitled to one vote on a show of hands and, on a
poll, to one vote for every Ordinary Share held. The Notice of AGM and
Form of Proxy stipulate the deadlines for the valid exercise of voting
rights and, other than with regard to directors not being permitted to
vote their Ordinary Shares on matters in which they have an interest.
There are no restrictions concerning the transfer of securities in the
Company or on voting rights; no special rights with regard to control
attached to securities; no agreements between holders of securities
regarding their transfer known to the Company; and no agreements
which the Company is party to that might affect its control following a
successful takeover bid.
Share capital
At 30 June 2024, and at the date of this report, there are 80,500,000
£0.01 Ordinary Shares in issue, none of which are held in treasury.
Purchase of own shares
At the Company’s AGM on 15 November 2023, the Company was granted
authority to purchase up to 10% of the Company’s Ordinary Shares in
issue. No shares have been bought back under this authority during
the year, which expires at the conclusion of the Company’s 2024 AGM.
A resolution to renew the Company’s authority to purchase (either for
cancellation or for placing into Treasury) up to 8,050,000 Ordinary
Shares (being 10% of the issued Ordinary Share capital at the date of this
report), will be put to shareholders at the 2024 AGM. Any purchase will
be made in the market and prices will be in accordance with the terms
laid out in the Notice of AGM. The authority will be used where the
directors consider it to be in the best interests of shareholders.
Income entitlement
The profits of the Company available for distribution and determined to
be distributed shall be distributed by way of interim or final dividends
among the holders of Ordinary Shares.
Capital entitlement
After meeting the liabilities of the Company on a winding-up, the surplus
capital and assets shall be paid to the holders of Ordinary Shares and
distributed among such holders pro rata according to the nominal
capital paid up on their holdings of Ordinary Shares.
Requirements of the Listing Rules
Listing Rule 6.6.1 requires the Company to include specified information
in a single identifiable section of the annual report or a cross reference
table indicating where the information is set out. The directors confirm
that there are no disclosures required in relation to Listing Rule 6.6.1.
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Substantial shareholdings
At 30 June 2024 the Company had been notified under Disclosure
Guidance and Transparency Rule (‘DTR’) 5 of the following significant
holdings of voting rights in its Ordinary Shares. These holdings may have
changed since notification; however, notification of any change is not
required until the next applicable threshold is crossed.
Shareholder
Number of
Ordinary
Shares held
% of Total
Voting
Rights
Glenstone REIT plc
20,155,461
25.0
Hawksmoor Investment Management
Limited
7,953,241
9.9
Wellian Investment Solutions Limited
4,433,000
5.5
Quilter plc
3,538,148
4.4
Charles Stanley Group plc
2,847,825
3.5
The Company has not been notified of any changes to the above
interests at the date of this report.
Related Party Transactions
Related party transactions during the period to 30 June 2024 can be
found in Note 20 to the Consolidated Financial Statements.
Research and Development
No expenditure on research and development was made during the year
(2023: Nil).
Donations and Contributions
No political or charitable donations were made during the year (2023:
Nil).
Branches Outside the UK
There are no branches of the business located outside the United
Kingdom.
Subsidiary companies
Details of the Company’s subsidiaries are set out in Note 16 to the
Consolidated Financial Statements.
Management arrangements
Langham Hall Fund Management LLP is the Group’s AIFM, and the terms
of the AIFM Agreement are set out on page 48. The Investment Adviser’s
role is to provide the Company with advice, support and services
including debt advisory, reporting, fund accounting and investment
advisory services together with asset management, operational advice,
budgeting and planning for the Group’s portfolio. Martley Capital Real
Estate Investment Management Ltd (‘Martley Capital’) is the investment
adviser, having replaced M7 Real Estate Limited effective 15 March
2024 as detailed in the Chairman’s Statement, and Martley Capital
has delegated authority to act within defined parameters and where
decisions outside pre-approved criteria are required, specific approval is
required from the Board and AIFM. Further details can be found in Note
20 of the Group’s Consolidated Financial Statements.
Financial risk management
The financial risk management objectives and policies can be found in
Note 18 to the Consolidated Financial Statements.
Contracts of significance
There are no contracts of significance of the Company or a subsidiary in
which a director is or was materially interested or to which a controlling
shareholder was a party.
Statement of disclosure of information to auditor
So far as each director is aware there is no relevant information, which
would be needed by the Group’s auditor in connection with preparing
their audit report (which appears on pages 50 to 53), of which the auditor
is not aware; and each director, in accordance with section 418(2) of the
Companies Act 2006, has taken all reasonable steps that he ought to
have taken as a director to make himself aware of any such information
and to ensure that the auditor is aware of such information.
Information included in the Strategic Report
The information that fulfils the reporting requirements relating to the
Group’s business during the year and likely future developments can be
found on the pages 3 to 31.
The Directors’ Report has been approved by the Board and signed on its
behalf by:
Simon Bennett
Chairman
1 October 2024
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47
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Information Disclosures under
the AIFM Directive (‘AIFMD’)
Langham Hall Fund Management LLP (the ‘AIFM’) is authorised by the
FCA as a Collective Portfolio Management Investment Firm (‘CPMIF’)
under the AIFM directive, and was authorised as such, with effect from
21 February 2017.
Requirements for compliance with the Alternative Investment Fund
Managers Directive in the UK are set out in the FCA Investment Funds
sourcebook. The FCA’s general guidance on the AIFM Remuneration
Code (SYSC 19B) (the ‘Code’) was published in January 2014. Under the
Code, the senior management committee in its oversight of the AIFM
must make relevant remuneration disclosures no later than 6 months
following the end of the financial year, splitting remuneration into fixed
and variable remuneration.
The senior management committee approves the list of AIFM Code staff
annually. In addition, AIFM Code staff are notified of their status and the
implications of this annually.
Remuneration policy
The senior management committee of the AIFM has established a
remuneration policy and its purpose is to ensure that the remuneration
of its members and employees is consistent with and promotes sound
and effective risk management and does not encourage risk-taking
which is inconsistent with the risk profiles, rules or instruments of
incorporation of the AIFM and the AIFs it manages.
This policy applies to the AIFM and Alternative Income REIT Plc as the
AIF.
Employee remuneration disclosure
The table below provides an overview of the following:
•
Remuneration paid by the AIFM to all staff.
Headcount
Remuneration
(£)
The AIFM’s staff
Fixed remuneration
20
900,430
Variable remuneration
20
160,491
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The directors are responsible for preparing the Annual Report and the
Group and parent Company Financial Statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare Group and parent
Company financial statements for each financial year. Under that
law they are required to prepare the Group financial statements in
accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and in accordance
with the UK adopted international accounting standards. The directors
have elected to prepare the parent Company financial statements in
accordance with UK accounting standards, including FRS 101 Reduced
Disclosure Framework and applicable law.
Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view
of the state of affairs of the Group and parent Company and of their
profit or loss for that period. In preparing each of the Group and parent
Company financial statements, the directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
make judgements and estimates that are reasonable, relevant, reliable
and prudent;
•
for the Group financial statements, state whether they have been
prepared in accordance with Companies Act 2006 and in accordance
with UK adopted international accounting standards;
•
for the parent Company financial statements, state whether applicable
UK accounting standards have been followed, subject to any material
departures disclosed and explained in the parent Company financial
statements;
•
assess the Group and parent Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern;
and
•
use the going concern basis of accounting unless they either intend to
liquidate the Group or the parent Company, or to cease operations, or
have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Group’s and the parent
Company’s transactions and disclose with reasonable accuracy at any
time the financial position of the Group and the parent Company and
enable them to ensure that its financial statements comply with the
Companies Act 2006. They are responsible for such internal control
as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of the Group
and the parent Company and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the directors are also responsible
for preparing a Strategic Report, Directors’ Report, Directors’
Remuneration Report and Corporate Governance Statement that
complies with that law and those regulations.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s website.
Legislation in the UK governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
We confirm that to the best of our knowledge:
•
the Consolidated Financial Statements, prepared in accordance with
the applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation taken
as a whole;
•
the Strategic Report and Directors’ Report include a fair review of the
development and performance of the business and the position of
the issuer and the undertakings included in the consolidation taken
as a whole, together with a description of the principal risks and
uncertainties that they face; and
•
that the Annual Report and the Consolidated Financial Statements,
taken as a whole, are fair, balanced and understandable and provide
the information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
On behalf of the Board:
Simon Bennett
Chairman
1 October 2024
Statement of Directors’ Responsibilities
in respect of the Annual Report and the
Consolidated Financial Statements
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49
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Independent Auditor’s Report to the
Members of Alternative Income REIT Plc
Opinion
We have audited the financial statements of Alternative Income
REIT Plc (the ‘Company’) and its subsidiaries (the ‘Group’) for the year
ended 30 June 2024 which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated and Company Statements
of Financial Position, the Consolidated Statement of Cash Flows, the
Consolidated and Company Statements of Changes in Equity and notes
to the financial statements, including significant accounting policies. The
financial reporting framework that has been applied in the preparation
of the Group financial statements is applicable law and UK adopted
international accounting standards. The financial reporting framework
that has been applied in the preparation of the Company financial
statements is applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard FRS 101 Reduce Disclosure
Framework (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
•
the financial statements give a true and fair view of the state of the
Group’s and of the Company’s affairs as at 30 June 2024 and of the
Group’s profit for the year then ended;
•
the Group financial statements have been properly prepared in
accordance with UK adopted international accounting standards;
•
the Company financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accounting
Practice; and
•
the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities
for the audit of the financial statements section of our report. We are
independent of the Group in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Our approach to the audit
Our Group audit was scoped by obtaining an understanding of
the Group and the Company and their environment, including the
Group’s system of internal control, and assessing the risks of material
misstatement in the financial statements. We also addressed the risk of
management override of internal controls, including assessing whether
there was evidence of bias by the directors that may have represented
a risk of material misstatement. At 30 June 2024, the Group had two
components whose transactions and balances are included in the
consolidated financial statements. Both components, being, Alternative
Income REIT Holdco Limited and Alternative Income Limited, were
considered to be significant components and were subject to a full
scope audit. All work was carried out by the Group audit team.
Key audit matters
Key audit matters are those matters that, in our professional judgement,
were of most significance in our audit of the financial statements of the
current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including
those which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Key Audit Matters
How our scope addressed this matter
Investment property valuations
(Group - £99,083,000 and Company - £1,803,000)
Refer to note 2.2 in relation to significant estimates and accounting
policies.
Refer to note 10 in relation to Investment property for the Group and
note 2 for the Company only financial statements.
The valuation of investment property requires significant judgements
and estimates to be made by the directors and the independent valuer
and is therefore considered a key audit matter due to the subjective
nature of certain assumptions inherent in each valuation.
Each property’s fair value is impacted by a number of factors, but in
particular future rental income and market yields applied thereto,
which in turn are impacted by the location, quality and condition of the
building and tenant covenant.
Our audit procedures included:
•
We obtained the valuation report prepared by the directors’
independent valuer and discussed the basis of the valuation with them.
•
We confirmed that the basis of the valuations was in accordance with
the requirements of the relevant accounting standards.
•
We assessed and confirmed the external valuer’s qualifications,
independence and basis of valuation.
•
We appointed a third-party expert to review the independent valuer’s
valuation report.
•
We have tested the key financial inputs the valuation experts base their
valuation on, being rental income for all properties. We tested 100%
of revenue recognised and agreeing the revenue for the period to the
revenue utilised by the external experts.
•
We discussed, critically assessed and challenged the outcomes of
the third-party expert review with the independent valuer to gain
assurance over the assumptions and obtained the relevant evidence to
support these.
•
We have reviewed the disclosures of judgements used in valuations and
impact of sensitivities on the valuations.
Our results:
We concluded that the valuation of investment properties and disclosures
of the associated level of uncertainty are acceptable.
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Key Audit Matters
How our scope addressed this matter
Refinancing of long term debt and impact on going concern
(Group)
Refer to Page 30 in relation to directors assessment of going concern and
loan related information within the Viability Statement and risk 10 on
Page 27.
Refer to note 2.4 in relation to going concern.
The refinancing of the £41m Canada Life due to expire in October 2025
is key to the Group’s ability to continue to operate as it has been and to
continue to meet its Investment Objective.
Without refinancing the Group would have to dispose of a number
of investment properties to meet its financial obligations, with a
consequent reduction in income.
Our audit procedures included:
•
We have held discussions with the Board of Directors regarding their
current and planned process, to the date of its approval of the financial
statements, in relation to refinancing the current financing agreement
once it expires in October 2025.
•
We have obtained details of Board of Directors’ discussions with a
number of finance brokers and have critically assessed their market
summary presentations with assistance of our internal debt specialist.
•
We have considered the adequacy of the disclosures included within
the financial statements.
Our results:
We concluded that the disclosures within the financial statements,
including the Going Concern and Viability Statement are fairly presented
and that the current status of the refinancing does not cause a material
uncertainty in relation to going concern.
Our application of materiality
We apply the concept of materiality both in planning and performing
our audit and in evaluation the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including
disclosure omissions, could reasonably influence the economic decisions
of users that are taken on the basis of the financial statements.
Materiality for the Group financial statements was set at £1,054,000
(2023: £1,082,000), determined with reference to the benchmark of 1%
of total assets (2023: 1%). We determined that total assets would be the
most appropriate basis for determining overall materiality as we consider
it to be the principal benchmark which the users of the financial
statements would consider in assessing the financial performance of the
Group.
Specific materiality was determined for the measurement of other
account balances and classes of transactions not related to investment
property. A misstatement of less than materiality for the Group financial
statements as a whole could influence the economic decisions of users.
As a result, we determined that specific materiality for these areas
should be £160,000 (2023: £291,000), based on 5% (2023: 5%) of the
average profit of the prior two years less change in property value. We
further applied a performance materiality level of 50% (2023: 50%) of
specific materiality to ensure that the risk of errors exceeding specific
materiality was appropriately mitigated.
Performance materiality is set at an amount to reduce to an
appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality. On the
basis of our risk assessment, together with our assessment of the Group’s
overall control environment, our judgement was that performance
materiality for the Group should be 50% of overall financial statements
materiality £527,000.
We determined that the same benchmark as the Group was appropriate
for determining materiality for the Company. Subsidiary investment
balances were removed from the gross assets total in this calculation
as they are a non-operating asset that do not impact the core financial
performance of the Company. Materiality for the Company was set at
£30,000 and performance materiality at £15,000.
We agreed to report to the Audit Committee any corrected or
uncorrected identified misstatements exceeding £52,700 for the Group
and £1,500 for the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation
of the directors’ assessment of the Group’s and the Company’s ability to
continue to adopt the going concern basis of accounting included the
following considerations:
•
We have reviewed and challenged management over the forecasts
that support the Going Concern Statement and the Viability
Statement.
•
We have agreed the Group’s borrowing facilities and the related
covenants to supporting financing documentation and calculations.
We have critically assessed the forecast cash flows with reference
to budgeted and historic performance by agreeing the inputs and
assumptions to supporting documentation.
•
We have challenged the assumptions made by management by
comparing them to historical performance and conducted sensitivity
analysis on the key areas, such as rent recoverability and covenant
compliance headroom with reference to future changes in property
valuations and the Group’s future financial performance.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group’s and Company’s
ability to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised for issue.
In relation to the Group’s reporting on how it has applied the UK
Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the directors’ statement in the financial
statements about whether the directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect
to going concern are described in the relevant sections of this report.
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51
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other information
contained within the annual report. Our opinion on the financial
statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the course of the
audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we
are required to determine whether there is a material misstatement
in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the directors’ remuneration report to be
audited has been properly prepared in accordance with the Companies
Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the Strategic Report and the Directors’
Report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
•
the strategic report and the directors’ report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the
Company and its environment obtained in the course of the audit, we
have not identified material misstatements in the Strategic Report and
the Directors’ Report.
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept by the Company, or
returns adequate for our audit have not been received from branches
not visited by us; or
•
the Company financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not
made; or
•
we have not received all the information and explanations we require
for our audit; or
•
a corporate governance statement has not been prepared by the
Company.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance
Statement relating to the entity’s compliance with the provisions of the
UK Corporate Governance Code.
Based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements and our
knowledge obtained during the audit.
•
Directors’ statement with regards to the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified set out on pages 30-31;
•
Directors’ explanation as their assessment of the Group’s prospects,
the period this assessment covers and why the period is appropriate
set out on pages 30-31;
•
Directors’ statement on whether it has a reasonable expectation that
the Group will be able to continue in operation and meet its liabilities
set out on pages 30-31;
•
Directors’ statement on fair, balance and understandable financial
statements set out on page 49;
•
Board’s confirmation that it has carried out a robust assessment of
the emerging and principal risks set out on page 24;
•
Section of the annual report that describes the review of effectiveness
of risk management and internal control systems set out on page 37;
•
Section describing the work of the audit committee set out on
pages 38-39.
Responsibilities of directors
As explained more fully in the Statement of Directors’ Responsibilities
set out on page 49, the directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group’s and the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either
intend to liquidate the Group or the Company or to cease operations, or
have no realistic alternative but to do so.
Auditor’s Responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material
if, individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities is available on the FRC’s
audit-assurance-and-ethics/auditors-responsibilities-for-the-audit/
This description forms part of our auditor’s report.
Independent Auditor’s Report to the
Members of Alternative Income REIT Plc
continued
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Explanation as to what extent the audit was considered capable
of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws
and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are
capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess
the risks of material misstatement of the financial statements due to
fraud; to obtain sufficient appropriate audit evidence regarding the
assessed risks of material misstatement due to fraud, through designing
and implementing appropriate responses to those assessed risks; and
to respond appropriately to instances of fraud or suspected fraud
identified during the audit. However, the primary responsibility for the
prevention and detection of fraud rests with both management and
those charged with governance of the Company.
Our approach was as follows:
•
We obtained an understanding of the legal and regulatory
requirements applicable to the Company and considered that
the most significant are the Companies Act 2006, UK adopted
international financial reporting standards, UK Generally Accepted
Accounting Practice,
the UK Listing Rules, the Disclosure and
Transparency Rules, and the UK Real Estate Investment Trust (“REIT”)
regime.
•
We obtained an understanding of how the Company complies with
these requirements by discussions with management and those
charged with governance.
•
We assessed the risk of material misstatement of the financial
statements, including the risk of material misstatement due to fraud
and how it might occur, by holding discussions with management and
those charged with governance.
•
We inquired of management and those charged with governance
as to any known instances of non-compliance or suspected non-
compliance with laws and regulations.
•
Based on this understanding, we designed specific appropriate audit
procedures to identify instances of non-compliance with laws and
regulations. This included making enquiries of management and those
charged with governance and obtaining additional corroborative
evidence as required.
There are inherent limitations in the audit procedures described above.
We are less likely to become aware of instances of non-compliance
with laws and regulations that are not closely related to events and
transactions reflected in the financial statements. Also, the risk of not
detecting a material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional misrepresentations,
or through collusion.
Other matters which we are required to address
We were appointed by the directors on 23 June 2021 to audit the
financial statements for the period ending 30 June 2021, and have
subsequently been re-appointed at each of the Company’s AGMs.
The non-audit services prohibited by the FRC’s Ethical Standard were
not provided to the Group or the Company and we remain independent
of the Group and the Company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit
committee.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken for no purpose other than to draw
to the attention of the Company’s members those matters which
we are required to include in an auditor’s report addressed to them.
To the fullest extent permitted by law, we do not accept or assume
responsibility to any party other than the Company and Company’s
members as a body, for our work, for this report, or for the opinions we
have formed.
Jonathan Sutcliffe (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP, Statutory Auditor
1 October
9 Appold Street
London
EC2A 2AP
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53
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Financial
Statements
54
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55
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Consolidated Statement of
Comprehensive Income
For the year ended 30 June 2024
2024
2023
Notes
£’000
£’000
Income
Rental and other income
3
7,900
8,660
Property operating expense
4
(680)
(755)
Net rental and other income
7,220
7,905
Other operating expenses
4
(1,066)
(1,049)
Operating profit before fair value changes and gain on sale
6,154
6,856
Change in fair value of investment properties
10
(2,983)
(10,671)
Gain on disposal of investment property
10
598
–
Operating profit/(loss)
3,769
(3,815)
Finance expenses
6
(1,412)
(1,425)
Profit/(loss) before tax
2,357
(5,240)
Taxation
7
–
–
Profit/(loss) and total comprehensive income attributable to shareholders
2,357
(5,240)
Earnings/(loss) per share (pence) (basic and diluted)
8
2.93p
(6.51p)
EPRA EPS (basic and diluted)
8
5.89p
6.75p
Adjusted EPS (basic and diluted)
8
5.99p
6.43p
All items in the above statement are derived from continuing and total operations. No operations were acquired or disposed of during
the year.
The accompanying notes 1 to 20 form part of these consolidated financial statements.
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2024
2023
Notes
£’000
£’000
Assets
Non-current Assets
Investment properties
10
99,083
103,847
Current Assets
Receivables and prepayments
11
6,464
4,193
Cash and cash equivalents
3,292
3,484
Total current assets
9,756
7,677
Total Assets
108,839
111,524
Current Liabilities
Payables and accrued expenses
12
(2,890)
(2,751)
Lease obligations
14
–
(33)
Total current liabilities
(2,890)
(2,784)
Non-current Liabilities
Interest bearing loans and borrowings
13
(40,828)
(40,724)
Lease obligations
14
–
(266)
Total non-current liabilities
(40,828)
(40,990)
Total Liabilities
(43,718)
(43,774)
Net Assets
65,121
67,750
Equity
Share capital
17
805
805
Capital reserve
70,431
75,417
Retained earnings
(6,115)
(8,472)
Total capital and reserves attributable to equity
holders of the Company
65,121
67,750
Net Asset Value per share (basic and diluted)
8
80.90p
84.16p
EPRA Net Tangible Asset per share (basic and diluted)
8
80.90p
84.16p
The accompanying notes 1 to 20 form part of these Consolidated Financial Statements.
The Consolidated Financial Statements were approved by the Board of directors on 1 October 2024 and were signed on its behalf by:
Simon Bennett
Chairman
Company number: 10727886
Consolidated Statement of
Financial Position
As at 30 June 2024
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57
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Consolidated Statement of
Changes in Equity
For the year ended 30 June 2024
Share
Capital
Retained
Total
capital
reserve
earnings
equity
Notes
£’000
£’000
£’000
£’000
For the year ended 30 June 2024
Balance at 30 June 2023
805
75,417
(8,472)
67,750
Total comprehensive income attributable to shareholders
–
–
2,357
2,357
Dividends paid
9
–
(4,986)
–
(4,986)
Balance at 30 June 2024
805
70,431
(6,115)
65,121
For the year ended 30 June 2023
Balance at 30 June 2022
805
75,417
1,377
77,599
Total comprehensive loss attributable to shareholders
–
–
(5,240)
(5,240)
Dividends paid
9
–
–
(4,609)
(4,609)
Balance at 30 June 2023
805
75,417
(8,472)
67,750
The accompanying notes 1 to 20 form part of these Consolidated Financial Statements.
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2024
2023
Notes
£’000
£’000
Cash flows from operating activities
Profit/(loss) before tax
2,357
(5,240)
Adjustment for:
Finance expenses
6
1,412
1,425
Gain on disposal of investment property
10
(598)
–
Change in fair value of investment properties
10
2,983
10,671
Operating results before working capital changes
6,154
6,856
Change in working capital
Increase in receivables and prepayments
(2,271)
(159)
Increase/(decrease) in other payables and accrued expenses
139
(312)
Net cash flow generated from operating activities
4,022
6,385
Cash flows from investing activities
Purchase of investment property
10
(5,304)
–
Net proceeds from disposal of investment property
10
7,382
–
Reduction in acquisition costs
10
–
606
Net cash generated from investing activities
2,078
606
Cash flows from financing activities
Finance costs paid
(1,306)
(1,321)
Dividends paid
9
(4,986)
(4,692)
Payment of lease obligation
–
(36)
Net cash used in financing activities
(6,292)
(6,049)
Net (decrease)/increase in cash and cash equivalents
(192)
942
Cash and cash equivalents at beginning of year
3,484
2,542
Cash and cash equivalents at end of year
3,292
3,484
The accompanying notes 1 to 20 form part of these Consolidated Financial Statements.
Consolidated Statement of
Cash Flows
For the year ended 30 June 2024
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59
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Notes to the Consolidated
Financial Statements
For the year ended 30 June 2024
1. Corporate Information
Alternative Income REIT plc (the ‘Company’) is a public limited company and a closed ended Real Estate Investment Trust (‘REIT’) incorporated on
18 April 2017 and domiciled in the UK and registered in England and Wales. The registered office of the Company is The Scalpel, 18th Floor, 52 Lime
Street, London, United Kingdom, EC3M 7AF.
The Company’s Ordinary Shares are listed on the Closed-ended investment funds category of the Official List of the Financial Conduct Authority
(‘FCA’) and have been traded on the Main Market of the London Stock Exchange since the Company’s IPO on 6 June 2017.
The nature of the Group’s operations and its principal activities are set out in the Strategic Report on pages 2 to 31.
2. Accounting policies
2.1
Basis of preparation
These consolidated financial statements (the ‘financial statements’) are prepared and approved by the directors in accordance with UK adopted
International Financial Reporting Standards (‘IFRS’) and in accordance with the Companies Act 2006 as applicable to companies reporting
under those standards and Article 4 of the UK adopted International Accounting Standards (‘IAS’) Regulations.
These financial statements have been prepared under the historical cost convention, except for investment properties that have been measured
at fair value.
The financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (£’000), except where otherwise
indicated.
Basis of consolidation
The financial statements incorporate the financial statements of the Company and its subsidiaries (the ‘Group’).
Subsidiaries are the entities controlled by the Company, being Alternative Income Limited and Alternative Income REIT Holdco Limited.
New standards, amendments and interpretations, and forthcoming requirements
The Group has applied the following new standards and amendments in this set of condensed consolidated financial statements:
•
Non-current liabilities with covenants – amendment to IAS 1 and classification of liabilities as current or non-current – amendment to IAS 1
(effective 1 January 2024)
•
Lease liability in a sale and leaseback – amendment to IFRS 16 (effective 1 January 2024)
•
Supplier finance arrangements – amendments to IAS 7 and IFRS 7 (effective 1 January 2024)
The new standards and amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to
significantly affect the current or future periods.
Certain new accounting standards and interpretations have been published that are not mandatory for annual periods beginning after
1 July 2023 and early application is permitted; however the Group has not early adopted the new or amended standards in preparing these
condensed consolidated financial statements:
•
Lack of exchangeability – amendment to IAS 21 (effective 1 January 2025)
•
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28) (effective date
deferred indefinitely).
•
Presentation and Disclosure in Financial Statements – IFRS 18 (effective 1 January 2027)
•
Subsidiaries without Public Accountability: Disclosures – IFRS 19 (effective 1 January 2027)
2.2
Significant accounting judgements and estimates
In the application of the Group’s accounting policies the directors are required to make judgements, estimates and assumptions that affect
the reported amounts recognised in the financial statements. However, uncertainty about these assumptions and estimates could result
in outcomes that require a material adjustment to the carrying amount of the asset or liability in the future. The estimates and associated
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are outlined below:
Valuation of investment properties
The fair value of investment properties is determined by external property valuation experts to be the estimated amount for which a property
should exchange on the date of the valuation in an arm’s length transaction. The Group’s properties have been valued on an individual basis.
The valuation experts use recognised valuation techniques, applying the principles of both IAS 40 and IFRS13.
The valuations have been prepared in accordance with the Royal Institution of Chartered Surveyors (‘RICS’) Valuation. Factors include current
market conditions, annual rentals, the contractual terms of the leases and their lengths and location. The significant methods and assumptions
used by valuers in estimating the fair value of investment properties are set out in note 10.
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Provision for expected credit losses (‘ECL’) of trade receivables
Rent collection rates since the start of the Group are in the region of 100%. As a result, the Group does not have the data to establish historical
loss rates for the expected credit loss analysis.
In determining the provision on a tenant by tenant basis, the Group considers both recent payment history and future expectations of
the tenant’s ability to pay or possible default, in order to recognise an expected credit loss allowance. The Group also considers the risk factors
associated by sector in which the tenant operates and the nature of the debt. Based on sector and rent receivable type a provision is provided
in addition to full provision for maximum risk tenants or known issues.
Principal versus agent considerations – services to tenants
The Group arranges for certain services to be provided to tenants. These arrangements are included in the contract the Group enters into as a
lessor. The Group has determined that it controls the services before they are transferred to tenants, because it has the ability to direct the use
of these services and obtain the benefits from them. The Group has determined that it is primarily responsible for fulfilling these services as it
directly deals with tenants’ complaints and is primarily responsible for the quality or sustainability of the services. In addition, the Group has
discretion in establishing the price that it charges to the tenants for the specified services.
Therefore, the Group has concluded that it is the principal in these contracts. In addition, the Group has concluded that it transfers control of
these services over time, as services are rendered by the third-party service providers, because this is when tenants receive and, at the same
time, consume the benefits from these services.
REIT status
The Group is a REIT and does not pay tax on its property income or gains on property sales, provided that at least 90% of the Group’s
property income is distributed as a dividend to shareholders, which becomes taxable in their hands. In addition, the Group has to meet certain
conditions such as ensuring the property rental business represents more than 75% of total profits and assets. Any potential or proposed
changes to the REIT legislation are monitored and discussed with HMRC. It is the Board’s intention that the Group will continue as a REIT for
the foreseeable future.
Classification of lease arrangements – the Group as lessor (note 14)
The Group has acquired investment properties that are leased to tenants. In considering the classification of lease arrangements, at inception
of each lease the Group considers the economic life of the asset compared with the lease term and the present value of the minimum lease
payments and any residual value compared with the fair value and associated costs of acquiring the asset as well as qualitative factors as
indicators that may assert to the risks and rewards of ownership having been substantially retained or transferred. The Group has determined
that it retains all the significant risks and rewards of ownership of its investment property and accounts for the lease arrangements as operating
leases.
2.3 Segmental information
Each property held by the Group is reported to the chief operating decision maker. In the case of the Group, the chief operating decision maker
is considered to be the Board of directors. The review process for segmental information includes the monitoring of key performance indicators
applicable across all properties. These key performance indicators include Net Asset Value, Earnings per Share and valuation of properties. All
asset cost and rental allocations are also reported by property. The internal financial reports received by the directors cover the Group and all
its properties and do not differ from amounts reported in the financial statements. The directors have considered that each property has similar
economic characteristics and have therefore aggregated the portfolio into one reportable segment under the provisions of IFRS 8.
2.4 Going concern
The financial statements have been prepared on a going concern basis.
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the
Strategic Report. The robust financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the
financial statements and the accompanying notes. The financial statements also include the Group’s objectives, policies and processes for
managing its capital, its financial risk management objective and its exposures to market price risk, real estate risk, credit risk and liquidity risk.
The Investment Adviser on behalf of the Board has projected the Group’s cash flows for the period up to 30 September 2025, challenging and
sensitising inputs and assumptions to ensure that the cash forecast reflects a realistic outcome given the uncertainties associated with the
current economic environment. A longer-term projection had also been carried out up to 30 June 2027. The scenarios applied were designed
to be severe but plausible, and to take account of the availability of mitigating actions that could be taken to avoid or reduce the impact or
probability of the underlying risks.
The Group’s debt of £41 million matures on 20 October 2025 and the Group has reported full compliance with its loan covenants to date. Based
on cash flow projections, the directors expect the Group to continue to remain compliant. The headroom of the loan to value covenant is
significant and any reduction in property values that would cause a breach would be significantly more than any reduction currently envisaged.
The Board has commenced its debt refinancing plan given that the Group’s borrowings are due to be repaid on 20 October 2025. As part of
this, the Board has undertaken an interview process with a number of debt advisers with the expertise, knowledge and demonstrable potential
lender accessibility to secure refinancing for the Group. Following these discussions, the Board has a reasonable expectation to believe that the
Group can refinance its debt by 20 October 2025 at an aggregate finance cost and on terms acceptable to the Board, taking into account the
investment objective of the Company.
Based on the above, the Board believes that the Group has the ability and adequate resources to continue in operational existence for the
foreseeable future, being at least twelve months from the date of approval of the financial statements.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Notes to the Consolidated Financial Statements
continued
2.5
Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below.
a) Functional and presentation currency
These financial statements are presented in Sterling, which is the functional and presentational currency of the Group and its subsidiary
undertakings. The functional currency of the Group and its subsidiaries is principally determined by the primary economic environment in
which it operates. The Group did not enter into any transactions in foreign currencies during the period.
b) Revenue recognition
i) Rental income
Rental income under operating leases is recognised on a straight-line basis over the term of the lease, except for contingent rental income,
which is recognised when it arises. For leases, which contain fixed or minimum uplifts, the rental income arising from such uplifts is recognised
on a straight-line basis over the lease term.
Incentives for lessees to enter into lease agreements are spread evenly over the lease term, even if the payments are not made on such a basis.
The lease term is the non-cancellable period of the lease together with any further term for which the tenant has the option to continue the
lease, where, at the inception of the lease, the directors are reasonably certain that the tenant will exercise that option.
Lease modifications, such as lease extensions and rent reductions, are accounted for either as a separate lease or not a separate lease.
A modification will only be treated as a separate lease if it involves the addition of one or more underlying assets at a price that is
commensurate with the standalone price of the increase in scope. All other modifications are not treated as a separate lease.
If a modification is a separate lease, a lessee applies the requirements of IFRS 16 to the newly added asset, due as a result of the modification,
independently of the original lease. The accounting for the original lease continues unchanged.
If a modification is not a separate lease, the accounting reflects that there is a linkage between the original lease and the modified lease. The
existing lease liability is remeasured with a corresponding adjustment to the right-of-use asset on the effective date of the modification.
ii) Service charges and direct recharges
Revenue from service charges is recognised in the accounting period in which the service is rendered. For certain service contracts, revenue is
recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because
the customer receives and uses the benefits simultaneously.
iii) Deferred income
Deferred income is rental income received in respect of future accounting periods.
(iv) Dilapidation and lease surrender premium
Amounts received from tenants to terminate leases or to compensate for dilapidations are recognised in the Consolidated Statement of
Comprehensive Income when the right to receive them arises.
c) Financing income and expenses
Financing income comprises interest receivable on funds invested. Financing expenses comprise interest and other costs incurred in connection
with the borrowing of funds. Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest
method which is significantly the same as the contracted interest.
d) Investment property
Property is classified as investment property when it is held to earn rentals or for capital appreciation or both. Investment property is measured
initially at cost including transaction costs. Transaction costs include transfer taxes and professional fees to bring the property to the condition
necessary for it to be capable of operating. The carrying amount also includes the cost of replacing part of an existing investment property at
the time that cost is incurred if the replacement of that part will prolong or improve the life of the asset.
Subsequent to initial recognition, investment property is stated at fair value. Gains or losses arising from changes in the fair values are included
in profit or loss.
Investment properties are valued by the external valuer. Any valuation of investment properties by the external valuer must be undertaken in
accordance with the current issue of RICS Valuation – Professional Standards (the ‘Red Book’).
The determination of the fair value of investment property requires the use of estimates such as future cash flows from assets (such as lettings,
tenants’ profiles, future revenue streams, capital values of fixtures and fittings, plant and machinery, any environmental matters and the overall
repair and condition of the property) and yield applicable to those cash flows.
For the purposes of the financial statements, the assessed fair value is:
•
reduced by the carrying amount of any accrued income resulting from the spreading of lease incentives; and
•
increased by the carrying amount of leasehold obligations.
Investment property is derecognised when it has been disposed of or permanently withdrawn from use and no future economic benefit is
expected after its disposal or withdrawal.
The profit on disposal is determined as the difference between the net sales proceeds and the carrying amount of the asset at the
commencement of the accounting period plus capital expenditure in the period. Any gains or losses on the retirement or disposal of investment
property are recognised in profit or loss in the year of retirement or disposal.
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e) Cash and cash equivalents
Cash and short-term deposits in the Consolidated Statement of Financial Position comprise cash at bank and short-term deposits with an
original maturity of three months or less.
f) Receivables and prepayments
Rent and other receivables are initially recognised at fair value and subsequently at amortised cost. Impairment provisions are recognised based
on the processed as described in note 2.2. Any adjustment is recognised in profit or loss as an impairment gain or loss.
g) Other payables and accrued expenses
Other payables and accrued expenses are initially recognised at fair value and subsequently held at amortised cost.
h) Interest bearing loans and borrowings
All loans and borrowings are initially recognised at fair value less directly attributable transaction costs. After initial recognition, interest bearing
loans and borrowings are subsequently measured at amortised cost using the effective interest method. Borrowing costs are amortised over
the lifetime of the facilities through profit or loss.
i) Provisions
A provision is recognised in the Consolidated Statement of Financial Position when the Group has a present legal or constructive obligation
as a result of a past event that can be reliably measured and is probable that an outflow of economic benefits will be required to settle the
obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.
j) Dividend payable to shareholders
Dividends due to the Company’s Shareholders are recognised when they become legally payable, as a reduction in the Consolidated Statement
of Changes in Equity. Interim equity dividends are recognised when paid. Final equity dividends will be recognised when approved by
Shareholders at an AGM. The Directors consider the aggregate of distributable reserves in considering the recommendation and payment of a
dividend.
k) Share issue costs
The costs of issuing or reacquiring equity instruments (other than in a business combination) are accounted for as a deduction from equity.
l) Lease obligations
Lease obligations relate to the head rent of investment property and are capitalised at the lease commencement, at the lower of fair value of
the property and present value of the minimum lease payments and held as a liability within the Consolidated Statement of Financial Position.
The lease payments are discounted using the interest rate implicit in the lease. Where the Group is exposed to potential future increases
in variable lease payments based on an index or rate, these are not included in the lease liability until they take effect. Lease payments are
allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant
periodic rate of interest on the remaining balance of the liability for each period.
m) Taxes
Corporation tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is
recognised in equity.
As a REIT, the Group is exempt from corporation tax on the profits and gains from its investments, provided it continues to meet certain
conditions as per REIT regulations.
Taxation on the profit or loss for the period not exempt under UK REIT regulations comprises current and deferred tax. Current tax is expected
tax payable on any non-REIT taxable income for the year, using tax rates applicable in the year.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. The amount of deferred tax that is provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the period end date.
n) Non-current assets held for sale
Non-current assets are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction
and a sale is considered highly probable. Investment properties classified as such are measured at fair value.
o) European Public Real Estate Association
The Group has adopted the European Public Real Estate Association (‘EPRA’) best practice recommendations, which it expects to broaden the
range of potential institutional investors able to invest in the Company’s Ordinary Shares. For the year ended 30 June 2024, audited EPS and
NAV calculations under EPRA’s methodology are included in note 8 and further unaudited measures are included on page 82.
p) Capital and reserves
Share capital
Share capital is the nominal amount of the Company’s Ordinary Shares in issue, and is non-distributable.
Capital reserve
The capital reserve represents the cancelled share premium less dividends paid from this reserve’; it is a distributable reserve. The share
premium account was cancelled in 2017 by Court Order and distributions can be made from this reserve in accordance with the Companies Act
2006, including by way of dividends or share buy backs.
Retained earnings
Retained earnings represent the cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income less
dividends paid from this reserve. This reserve is distributable, except for any unrealised gains on investment properties.
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63
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Notes to the Consolidated Financial Statements
continued
2.6 Fair value measurement
The Group measures financial and non-financial assets such as investment properties at fair value at each reporting date.
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets
and liabilities. Fair value is defined in IFRS 13 Fair Value Measurement as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. Fair values have been determined for measurement
and/or disclosure purposes based on methods described below. Where applicable, further information about the assumptions made in
determining fair values is disclosed in the notes specific to that asset or liability.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value,
maximising the use of relevant observable inputs and minimising the use of unobservable inputs significant to fair value measurement as a
whole:
Fair value hierarchy:
Level 1:
Quoted prices (unadjusted) in active markets for identical assets or liabilities.
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).
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines whether
transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the
fair value measurement as a whole) at the end of each reporting period.
There were no transfers between any of the levels during the year.
Investment property
The valuation of investment property by valuers engaged by the Group who are independently appointed and have the relevant professional
qualifications and with recent experience in the location and category of the investment property being valued. Further information in relation
to the valuers is provided in note 10.
Property valuations are inherently subjective as they are made on the basis of assumptions made by the valuer which may not prove to be
accurate. For these reasons, and consistent with EPRA’s guidance, we have classified the valuations of our property portfolio as Level 3 as
defined by IFRS 13. The inputs to the valuations are defined as ‘unobservable’ by IFRS 13 and these are analysed in note 10.
3. Rental and other income
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Gross rental income
|
7,331
|
7,429
|
|
Spreading of minimum contracted future rent – indexation
|
74
|
423
|
|
Spreading of tenant incentives – rent free periods
|
(49)
|
(58)
|
|
Other property income
|
2
|
294
|
|
Gross rental income (adjusted)
|
7,358
|
8,088
|
|
Service charges and direct recharges (see note 4)
|
542
|
572
|
|
Total rental and other income
|
7,900
|
8,660
|
All rental, service charges, direct recharges and other income are derived from the United Kingdom.
Other property income for the year ended 30 June 2023 mainly relates to the allocation to revenue of £219,000 arising from a settlement of the
litigation in respect of replacement of defective cladding for Travelodge, Swindon. Further detail is provided in note 15.3.
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4. Expenses
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Property operating expenses
|
138
|
177
|
|
Service charges and direct recharges (see note 3)
|
542
|
572
|
|
Movement on provision for impairment of trade receivables
|
–
|
6
|
|
Property operating expenses
|
680
|
755
|
|
Investment adviser fee
|
360
|
371
|
|
Auditor’s remuneration
|
85
|
87
|
|
Operating costs*
|
508
|
481
|
|
Directors’ remuneration (note 5)
|
113
|
110
|
|
Other operating expenses
|
1,066
|
1,049
|
|
Total operating expenses
|
1,746
|
1,804
|
|
Total operating expenses (excluding service charges and direct recharges)
|
1,204
|
1,232
|
*Included in the Operating Costs were abortive costs of £61,500.
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Audit
|
|
|
|
Statutory audit of Annual Report and Accounts
|
73
|
76*
|
|
Statutory audit of Subsidiary Accounts
|
12
|
11
|
|
Total fees due to auditor
|
85
|
87
|
*Includes £6,000 fees relating to year ended 30 June 2022.
Moore Kingston Smith LLP has not provided any non-audit services to the Group.
5. Directors’ remuneration
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Directors’ fees
|
102
|
99
|
|
Tax and social security
|
11
|
11
|
|
Total fees
|
113
|
110
|
A summary of the director’s remuneration is set out in the Directors’ Remuneration Report on page 43.
The Group had no employees during the year.
6. Finance expenses
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Interest payable on loan (note 13)
|
1,304
|
1,307
|
|
Amortisation of finance costs (note 13)
|
104
|
104
|
|
Other finance costs
|
4
|
14
|
|
Total
|
1,412
|
1,425
|
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
65
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Notes to the Consolidated Financial Statements
continued
7. Taxation
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Tax charge comprises:
|
|
|
|
Analysis of tax charge in the year
|
|
|
|
Profit/(loss) before tax
|
2,357
|
(5,240)
|
|
Theoretical tax charge/(refund) at UK corporation tax standard rate of 25.00% (2023: 20.50%)
|
589
|
(1,074)
|
|
Effects of tax-exempt items under the REIT regime
|
(589)
|
1,074
|
|
Total
|
–
|
–
|
The Group maintained its REIT status and as such, no deferred tax asset or liability has been recognised in the current year.
Factors that may affect future tax charges
Due to the Group’s status as a REIT and the intention to continue meeting the conditions required to retain approval as a REIT in the foreseeable
future, the Group has not provided deferred tax on any capital gains or losses arising on the revaluation or disposal of investments.
8. Earnings per share (‘EPS’)/(loss per share) and Net Asset Value (NAV) per share
| |
2024
|
2023
|
|
EPS:
|
|
|
|
Total comprehensive income/(loss) (£’000)
|
2,357
|
(5,240)
|
|
Weighted average number of shares (number)
|
80,500,000
|
80,500,000
|
|
EPS/(loss per share) (basic and diluted)
|
2.93p
|
(6.51p)
|
|
EPRA EPS (£’000):
|
|
|
|
Total comprehensive income/(loss)
|
2,357
|
(5,240)
|
|
Adjustment to total comprehensive income:
|
|
|
|
Change in fair value of investment properties
|
2,983
|
10,671
|
|
Gain on disposal of investment property
|
(598)
|
–
|
|
EPRA earnings (basic and diluted) (£’000)
|
4,742
|
5,431
|
|
EPRA EPS (basic and diluted)
|
5.89p
|
6.75p
|
|
Adjusted EPS:
|
|
|
|
EPRA earnings (basic and diluted) (£’000) – as above
|
4,742
|
5,431
|
|
Adjustments (£'000):
|
|
|
|
Rental income recognised in respect of guaranteed fixed rental uplifts (note 3)
|
(74)
|
(423)
|
|
Rental income recognised in respect of rent free periods (note 3)
|
49
|
58
|
|
Amortisation of loan finance costs (note 6)
|
104
|
104
|
|
Write-off of rent
|
–
|
16
|
|
Reversal of provision for impairment of trade receivables
|
–
|
(10)
|
|
Adjusted earnings (basic and diluted) (£’000)
|
4,821
|
5,176
|
|
Adjusted EPS (basic and diluted)*
|
5.99p
|
6.43p
|
*
Adjusted EPS is a measure used by the Board to assess the level of the Group’s dividend payments. This metric adjusts EPRA earnings for non-cash items in arriving
at an adjusted EPS as supported by cash flows.
Earnings per share are calculated by dividing profit/(loss) for the year attributable to ordinary equity holders of the Company by the weighted
average number of Ordinary Shares in issue during the year.
66
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
| |
2024
|
2023
|
|
NAV per share:
|
|
|
|
Net assets (£'000)
|
65,121
|
67,750
|
|
Ordinary Shares (Number)
|
80,500,000
|
80,500,000
|
|
NAV per share
|
80.90p
|
84.16p
|
EPRA Net Reinvestment Value (‘NRV’), EPRA Net Tangible Assets (‘NTA’) and EPRA Net Disposal Value (‘NDV’)
| |
EPRA NRV
|
EPRA NTA and
EPRA NDV
|
|
At 30 June 2024
|
|
|
|
Net assets value (£'000)
|
65,121
|
65,121
|
|
Estimated purchasers' cost (£'000)
|
6,672
|
–
|
|
Break cost on bank borrowings (£'000)
|
–
|
–
|
| |
71,793
|
65,121
|
|
Ordinary Shares (Number)
|
80,500,000
|
80,500,000
|
|
Per share measure
|
89.18p
|
80.90p
|
|
At 30 June 2023
|
|
|
|
Net assets value (£'000)
|
67,750
|
67,750
|
|
Estimated purchasers’ cost (£'000)
|
6,957
|
–
|
|
Break cost on bank borrowings (£'000)
|
–
|
–
|
| |
74,707
|
67,750
|
|
Ordinary Shares (Number)
|
80,500,000
|
80,500,000
|
|
Per share measure
|
92.80p
|
84.16p
|
9. Dividends
|
All dividends were paid as PIDs
|
Quarter
Ended
|
Rate
|
2024
£’000
|
2023
£’000
|
|
Dividends in respect of year ended 30 June 2022
|
|
|
|
|
|
4th dividend
|
30-Jun-22
|
1.600p
|
–
|
1,288
|
|
Dividends in respect of year ended 30 June 2023
|
|
|
|
|
|
1st dividend
|
30-Sep-22
|
1.375p
|
–
|
1,107
|
|
2nd dividend
|
31-Dec-22
|
1.375p
|
–
|
1,107
|
|
3rd dividend
|
31-Mar-23
|
1.375p
|
–
|
1,107
|
|
4th dividend
|
30-Jun-23
|
1.920p
|
1,545
|
–
|
|
Dividends in respect of year ended 30 June 2024
|
|
|
|
|
|
1st dividend
|
30-Sep-23
|
1.425p
|
1,147
|
–
|
|
2nd dividend
|
31-Dec-23
|
1.425p
|
1,147
|
–
|
|
3rd dividend
|
31-Mar-24
|
1.425p
|
1,147
|
–
|
|
Total dividends paid
|
|
|
4,986
|
4,609*
|
|
4th dividend**
|
30-Jun-22
|
1.600p
|
–
|
(1,288)
|
|
4th dividend**
|
30-Jun-23
|
1.920p
|
(1,545)
|
1,545
|
|
4th dividend**
|
30-Jun-24
|
1.625p
|
1,308
|
–
|
|
Total dividends payable in respect of the year
|
|
|
4,749
|
4,866
|
|
Total dividends per share payable in respect of the year
|
|
|
5.90p
|
6.045p
|
* Dividends paid per Consolidated Statement of Cash Flows amount to £4,692,000, the difference between the amount disclosed above is due to withholding tax.
** Dividends declared after the year end are not included in the financial statements as a liability.
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
67
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Notes to the Consolidated Financial Statements
continued
10. Investment properties
| |
|
|
2024
|
2023
|
| |
Freehold
Investment
properties
£’000
|
Leasehold
Investment
properties
£’000
|
Total
£’000
|
Total
£’000
|
|
At the beginning of the year
|
73,825
|
33,200
|
107,025
|
117,905
|
|
Acquisition during the year
|
5,304
|
–
|
5,304
|
–
|
|
Reduction in acquisition costs (note 15.3)
|
–
|
–
|
–
|
(606)
|
|
Disposal during the year
|
(6,784)
|
–
|
(6,784)
|
–
|
|
Change in value of investment properties
|
(1,295)
|
(1,600)
|
(2,895)
|
(10,274)
|
|
Valuation provided by Knight Frank LLP
|
71,050
|
31,600
|
102,650
|
107,025
|
|
Adjustment to fair value for minimum rent indexation of lease income (note 11)
|
|
|
(3,567)
|
(3,542)
|
|
Adjustment for lease obligations
|
|
|
-
|
364
|
|
Total investment properties
|
|
|
99,083
|
103,847
|
|
Change in fair value of investment properties
|
|
|
|
|
|
Change in fair value before adjustments for lease incentives and lease obligations
|
|
|
(2,895)
|
(10,274)
|
|
Movement in lease obligations
|
|
|
(63)
|
(32)
|
|
Adjustment to spreading of contracted future rent indexation and tenant incentives
|
|
|
(25)
|
(365)
|
| |
|
|
(2,983)
|
(10,671)
|
Disposal and acquisition of investment property
In the year, two property transactions were completed. The first was the sale of Mercure Hotel in Glasgow which was disposed of on 8 August 2023
for £7.5 million. The gain recognised on disposal is shown in the Consolidated Statement of Comprehensive Income; the gain on disposal includes
changes in fair value of the investment property and minimum rent indexation spreading recognised in previous periods.
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Gross proceeds on disposal
|
7,500
|
–
|
|
Selling costs
|
(118)
|
–
|
|
Net proceeds on disposal
|
7,382
|
–
|
|
Carrying value
|
(6,784)
|
–
|
|
Gain on disposal of investment property
|
598
|
–
|
On 18 December 2023, the Group acquired the Virgin Active in Streatham for £5.3 million.
Valuation of investment properties
Valuation of investment properties is performed by Knight Frank LLP, an accredited external valuer with recognised and relevant professional
qualifications and recent experience of the location and category of the investment property being valued. The valuation of the Group’s investment
properties at fair value is determined by the external valuer on the basis of market value in accordance with the internationally accepted RICS
Valuation – Professional Standards (incorporating the International Valuation Standards).
The determination of the fair value of investment properties requires the use of estimates such as future cash flows from assets (such as lettings,
tenants’ profiles, future revenue streams, capital values of fixtures and fittings, plant and machinery, any environmental matters and the overall repair
and condition of the property) and yield applicable to those cash flows.
The right of use asset is valued at future lease payments discounted using the net equivalent yield on the relevant asset.
Sensitivity analysis to significant changes in unobservable inputs within Level 3 of the fair value hierarchy
The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy of the entity’s portfolios
of investment properties are:
1.
Estimated Rental Value (‘ERV’)
2. Net Initial Yield
Increases/(decreases) in the ERV (per sq. ft per annum) in isolation would result in a higher/(lower) fair value measurement. Increases/(decreases) in
the yield in isolation would result in a lower/(higher) fair value measurement.
68
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024

The significant unobservable inputs used in the fair value measurement, categorised within Level 3 of the fair value hierarchy of the portfolio of
investment property and investments are:
|
Class
|
Fair
value
£’000
|
Valuation
technique
|
Significant
unobservable
inputs
|
Range
|
|
30 June 2024
|
|
Investment Properties*
|
102,650
|
Income
capitalisation
|
ERV
Net Initial yield
|
£4.50 – £21.96
3.59% – 8.64%**
|
|
30 June 2023
|
|
|
|
Investment Properties*
|
107,025
|
Income
capitalisation
|
ERV
Net Initial yield
|
£4.39 – £21.97
4.70% – 10.25%**
|
* Valuation per Knight Frank LLP
**Hotels, petrol stations, residential & healthcare are excluded from this range
Sensitivity analysis below.
| |
|
|
|
2024
|
| |
Change in ERV
|
Change in net initial yield
|
| |
£’000
|
£’000
|
£’000
|
£’000
|
|
Sensitivity Analysis
|
+10%
|
-10%
|
+10%
|
-10%
|
|
Resulting fair value of investment properties
|
105,152
|
100,042
|
97,041
|
109,391
|
| |
|
|
|
2023
|
| |
Change in ERV
|
Change in net initial yield
|
| |
£’000
|
£’000
|
£’000
|
£’000
|
|
Sensitivity Analysis
|
+10%
|
-10%
|
+10%
|
-10%
|
|
Resulting fair value of investment properties
|
109,412
|
104,542
|
101,214
|
114,027
|
11. Receivables and prepayments
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Receivables
|
|
|
|
Trade debtor
|
252
|
122
|
|
Less: Provision for impairment of trade receivables
|
(2)
|
(2)
|
|
Other debtors*
|
2,428
|
326
|
|
Total receivables and prepayments
|
2,678
|
446
|
|
Spreading of minimum contracted future rent indexation
|
3,205
|
3,132
|
|
Spreading of tenant incentives – rent free periods
|
362
|
410
|
| |
3,567
|
3,542
|
|
Tenant deposit asset (note 12)
|
118
|
118
|
|
Other prepayments
|
101
|
87
|
| |
219
|
205
|
|
Total receivables and prepayments
|
6,464
|
4,193
|
* Other debtors at 30 June 2024 includes £2,155,000 (2023: £112,000) of net proceeds from the sale of properties. This is held by the external lender, Canada Life
Investments.
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
69
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Notes to the Consolidated Financial Statements
continued
The aged debtor analysis of receivables which are past due but not impaired is as follows:
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Less than three months due
|
2,672
|
464
|
|
Between three and six months months due
|
6
|
(18)
|
| |
2,678
|
446
|
12. Payables and accrued expenses
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Deferred income
|
1,665
|
1,568
|
|
Trade creditors
|
21
|
24
|
|
Accruals
|
401
|
374
|
|
Tenant deposit liability (note 11)
|
118
|
118
|
|
Loan interest payable (note 13)
|
256
|
258
|
|
Other creditors
|
429
|
409
|
| |
2,890
|
2,751
|
13. Interest bearing loans and borrowings
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Facility drawn
|
41,000
|
41,000
|
|
Unamortised finance costs brought forward
|
(276)
|
(380)
|
|
Amortisation of finance costs (note 6)
|
104
|
104
|
|
At end of year
|
40,828
|
40,724
|
|
Repayable between 1 and 2 years
|
–
|
–
|
|
Repayable between 2 and 5 years
|
41,000
|
41,000
|
|
Repayable in over 5 years
|
–
|
–
|
|
Total at end of the year
|
41,000
|
41,000
|
At 30 June 2024, the Group had utilised all of its £41 million fixed interest loan facility with Canada Life Investments and was geared at a loan to
Gross Asset Value (‘GAV’) of 37.7% (2023: 36.8%). The weighted average interest cost of the Group’s facility is 3.19% and the facility is repayable on
20 October 2025. Interest expense incurred during the year amounted to £1.31 million (2023: £1.31 million), £0.26 million of which is outstanding as at
30 June 2024 (2023: £0.26 million).
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Reconciliation to cash flows from financing activities
|
|
At beginning of the year
|
40,724
|
40,620
|
|
Non-cash changes
|
|
Amortisation of loan issue costs
|
104
|
104
|
|
Total at end of the year
|
40,828
|
40,724
|
70
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
14. Lease obligations
At the commencement date, the lease liability is measured at the present value of the lease payments that are not paid on that date.
The following table analyses the minimum lease payments due under non-cancellable leases:
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Within one year
|
–
|
50
|
|
After one year but not more than five years
|
–
|
150
|
|
More than five years
|
–
|
463
|
|
Total undiscounted lease liabilities
|
–
|
663
|
|
Less: Future finance charge on lease obligations
|
–
|
(364)
|
|
Present value of lease liabilities
|
–
|
299
|
|
Lease liabilities included in the Consolidated Statement of Financial Position
|
|
|
|
Current
|
–
|
33
|
|
Non-current
|
–
|
266
|
| |
–
|
299
|
15. Commitments
15.1. Operating lease commitments – as lessor
The Group has 19 commercial properties with 33 units in its investment property portfolio as set out on pages 16 to 18. These non-cancellable
leases have a remaining term of between 10 months and 110 years (2023: 10 months to 111 years), excluding ground leases.
Future minimum rentals receivable under non-cancellable operating leases as at 30 June 2024 are as follows:
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Within one year
|
6,839
|
7,179
|
|
After one year, but not more than two years
|
6,528
|
6,804
|
|
After two years, but not more than three years
|
6,331
|
6,548
|
|
After three years, but not more than four years
|
5,746
|
7,034
|
|
After four years, but not more than five years
|
5,826
|
6,416
|
|
After five years, but not more than ten years
|
27,129
|
28,307
|
|
After ten years, but not more than fifteen years
|
20,398
|
24,085
|
|
More than fifteen years
|
47,712
|
50,689
|
| |
126,509
|
137,062
|
During the year ended 30 June 2024 there were no material contingent rents recognised as income (2023: £nil).
15.2. Capital commitments
There were no capital commitments at 30 June 2024 (2023: none).
15.3. Financial commitments
As disclosed in the Company’s 2023 Annual Report (note 15.3), the Board engaged in mediation for the one item of litigation that it was
involved in, which resulted in a full and final settlement of £825,000 being received.
As a result, the Group have no financial commitments other than those arising from its normal business operations, and in the year ended
30 June 2023, the settlement was proportionally allocated £606,000 to capital, as a reduction in acquisition costs (see note 10), and £219,000
to revenue, as other property income (see note 3).
There are no other commitments other than those shown above at the period end (2023: nil).
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
71
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Notes to the Consolidated Financial Statements
continued
16. Investments in subsidiaries
The Company has two wholly owned subsidiaries as disclosed below:
|
Name and company number
|
Country of
registration and
incorporation
|
Date
of
incorporation
|
Principal
activity
|
Ordinary
Shares
held
|
|
Alternative Income REIT Holdco Limited
(Company number 11052186)
|
England and
Wales
|
7 Nov 2017
|
Real Estate
Company
|
73,158,502*
|
|
Alternative Income Limited
(Company number 10754641)
|
England and
Wales
|
4 May 2017
|
Real Estate
Company
|
73,158,501*
|
* Ordinary shares of £1.00 each.
Alternative Income REIT Plc as at 30 June 2024 owns 100% of Alternative Income REIT Holdco Limited.
Alternative Income REIT Holdco Limited holds 100% of Alternative Income Limited.
Both Alternative Income REIT Holdco Limited and Alternative Income Limited are registered at The Scalpel, 18th Floor, 52 Lime Street, London, United
Kingdom, EC3M 7AF.
17. Issued share capital and reserves
| |
£’000
|
2024
Number of
Ordinary
Shares
|
£’000
|
2023
Number of
Ordinary
Shares
|
|
Ordinary Shares of £0.01 each issued and fully paid
|
|
|
|
|
|
At the beginning and end of the year
|
805
|
80,500,000
|
805
|
80,500,000
|
18. Financial risk management and policies
The Group’s activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk and further risks inherent to investing in investment
property. The Group has limited exposure to foreign currency risk as most of its transaction is in Sterling. The Group’s objective in managing risk is the
creation and protection of shareholder value. Risk is inherent in the Group’s activities, but it is managed through a process of ongoing identification,
measurement and monitoring, subject to risk limits and other controls. The principal risks facing the Group in the management of its portfolio
follows.
18.1
Market price risk
Market price risk is the risk that future values of investments in property will fluctuate due to changes in market prices. To manage market price
risk, the Group diversifies its portfolio geographically in the UK and across property sectors.
The disciplined approach to the purchase, sale and asset management ensures that the value is maintained to its maximum potential. Prior to
any property acquisition or sale, detailed research is undertaken to assess expected future cash flow. The Board and the Investment Adviser
meet regularly and are responsible for recommending investment purchases or sales to the AIFM which makes the ultimate decision. In order
to monitor property valuation fluctuations, the Investment Adviser meets with the independent external valuer on a regular basis. The valuer
provides a property portfolio valuation quarterly, so any movements in the value can be accounted for in a timely manner and reflected in the
NAV every quarter.
18.2 Real estate risk
Property investments are illiquid assets and can be difficult to sell, especially if local market conditions are poor. Illiquidity may also result from
the absence of an established market for investments, as well as legal or contractual restrictions on resale of such investments.
There can be no certainty regarding the future performance of any of the properties acquired for the Group. The value of any property can go
down as well as up.
Real property investments are subject to varying degrees of risk. The yields available from investments in real estate depend on the amount of
income generated and expenses incurred from such investments.
There are additional risks in vacant, part vacant, redevelopment and refurbishment situations, although these are not prospective investments
for the Group.
These aspects, and their effect on the Group from a going concern perspective are discussed in more detail in the Going Concern policy note.
72
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Annual Report & Financial Statements 2024

18.3 Credit risk
Credit risk is the risk that the counterparty (to a financial instrument) or tenant (of a property) will cause a financial loss to the Group by failing
to meet a commitment it has entered into with the Group.
It is the Group’s policy to enter into financial instruments with reputable counterparties. All cash deposits are placed with an approved
counterparty, Barclays International.
In respect of property investments, in the event of a default by a tenant, the Group will suffer a rental shortfall and additional costs concerning
re-letting the property. The Investment Adviser monitors tenant arrears in order to anticipate and minimise the impact of defaults by
occupational tenants.
The table below shows the Group’s exposure to credit risk:
| |
2024
|
2023
|
| |
£’000
|
£’000
|
|
Debtors
|
2,680
|
448
|
|
Cash and cash equivalents
|
3,292
|
3,484
|
|
Total
|
5,972
|
3,932
|
18.4 Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its borrowings.
It is the risk the Group will encounter difficulty in meeting its financial obligations as they fall due as the majority of the Group’s assets are
investment properties and therefore not readily realisable. The Group’s objective is to ensure it has sufficient available funds for its operations
and to fund its capital expenditure. This is achieved by quarterly review/monitoring of forecast and actual cash flows by the Investment Adviser
and Board.
The below table summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments.
|
2024
|
On
demand
£’000
|
< 3
months
£’000
|
3 - 12
months
£’000
|
1 - 5
years
£’000
|
> 5
years
£’000
|
Total
£’000
|
|
Interest bearing loans and borrowings
|
–
|
–
|
–
|
41,000
|
–
|
41,000
|
|
Interest payable
|
–
|
327
|
980
|
652
|
–
|
1,959
|
|
Payables and accured expenses
|
21
|
676
|
–
|
–
|
–
|
697
|
|
Lease obligations
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Total
|
21
|
1,003
|
980
|
41,652
|
–
|
43,656
|
|
2023
|
On
demand
£’000
|
< 3
months
£’000
|
3 - 12
months
£’000
|
1 - 5
years
£’000
|
> 5
years
£’000
|
Total
£’000
|
|
Interest bearing loans and borrowings
|
–
|
–
|
–
|
41,000
|
–
|
41,000
|
|
Interest payable
|
–
|
327
|
980
|
1,959
|
–
|
3,266
|
|
Payables and accured expenses
|
24
|
651
|
–
|
–
|
–
|
675
|
|
Lease obligations
|
–
|
13
|
38
|
200
|
413
|
664
|
|
Total
|
24
|
991
|
1,018
|
43,159
|
413
|
45,605
|
18.5 Fair value of financial instruments
There is no material difference between the carrying amount and fair value of the Group’s financial instruments.
18.6 Interest rate risk
Interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The
Group’s exposure to the risk of changes in market interest rates is minimal because the Group’s loan is at a fixed rate of 3.19% (note 13).
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
73
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Notes to the Consolidated Financial Statements
continued
19. Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for
shareholders and to maintain an optimal capital structure to reduce the cost of capital.
To enhance returns over the medium term, the Group utilises borrowings on a limited recourse basis for each investment or all or part of the total
portfolio. The Group’s policy is to borrow up to a maximum of 40% loan to GAV (measured at drawdown). Alongside the Group’s borrowing policy,
the directors intend, at all times, to conduct the affairs of the Group so as to enable the Group to qualify as a REIT for the purposes of Part 12 of the
Corporation Tax Act 2010 (and the regulations made thereunder). The REIT status compliance requirements include 90% distribution test, interest
cover ratio, 75% assets test and the substantial shareholder rule, all of which the Group remained compliant in both this and the prior year.
The monitoring of the Group’s level of borrowing is performed primarily using a Loan to GAV ratio. The Loan to GAV ratio is an alternative
performance measure and its calculation is shown on page 83. The Group Loan to GAV ratio at the year-end was 37.7% (2023: 36.8%).
Breaches in meeting the financial covenants would permit the lender to immediately call loans and borrowings. During the year, the Group did not
breach any of its loan covenants, nor did it default on any other of its obligations under its loan agreements.
20. Transactions with related parties and the Investment Adviser
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in
making financial or operational decisions.
Directors
Directors are considered to be related parties. Their fees and interests in shares are disclosed in the Remuneration Report on page 43.
Investment Adviser
As reported in the Chairman’s Statement, the Group’s investment adviser was changed on 15 March 2024 from M7 Real Estate Limited (‘M7’) to
Martley Capital Real Estate Investment Management Ltd (‘Martley Capital’). The appointment of Martley Capital was by way of a deed of novation
of the Group’s Interim Investment Advisory agreement dated 14 March 2020 (as amended with Deed of Variation dated 21 February 2021) with minor
changes thereto but leaving the parties on substantially the same terms and at an unchanged fee.
The annual management fee is calculated at a rate equivalent of 0.50% per annum of NAV (subject to a minimum fee of £90,000 per quarter),
payable quarterly in advance. During the year ended 30 June 2024, the Group incurred £360,000 (2023: £371,000) in respect of investment advisory
fees of which £253,000 was paid to M7 and £107,000 was paid to Martley Capital. No amounts were outstanding at 30 June 2024 (2023: Nil).
74
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Annual Report & Financial Statements 2024
Company Statement of
Financial Position
As at 30 June 2024
2024
2023
Notes
£’000
£’000
Assets
Non-current Assets
Investments in subsidiary companies
2
73,158
73,158
Investment property
2
1,803
1,814
Total non-current assets
74,961
74,972
Current Assets
Receivables and prepayments
3
132
169
Cash and cash equivalents
475
525
Total current assets
607
694
Total Assets
75,568
75,666
Current Liabilities
Payables and accrued expenses
4
(14,721)
(8,979)
Net Assets
60,847
66,687
Equity
Share capital
6
805
805
Capital reserve
70,431
75,417
Retained earnings
(10,389)
(9,535)
Total capital and reserves attributable to equity holders of the Company
60,847
66,687
Net Asset Value per share
75.59p
82.84p
As permitted by s408 Companies Act 2006, the Company’s profit and loss account has not been presented in these financial statements.
The Company’s loss for the year was £854,000 (2023: £8,795,000 profit).
The financial statements on pages 75 to 79 were approved by the Board on 1 October 2024 and were signed on its behalf by:
Simon Bennett
Chairman
Company number: 10727886
The accompanying notes 1 to 7 form an integral part of these financial statements.
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
75
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Company Statement of
Changes in Equity
For the year ended 30 June 2024
Share
capital
£’000
Capital
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
For the year ended 30 June 2024
Balance at 30 June 2023
805
75,417
(9,535)
66,687
Total comprehensive loss
–
–
(854)
(854)
Dividend reallocation
–
Dividends paid
–
(4,986)
–
(4,986)
Balance at 30 June 2024
805
70,431
(10,389)
60,847
For the year ended 30 June 2023
Balance at 30 June 2022
805
75,417
(13,721)
62,501
Total comprehensive income
–
–
8,795
8,795
Dividends paid
–
–
(4,609)
(4,609)
Balance at 30 June 2023
805
75,417
(9,535)
66,687
The accompanying notes 1 to 7 form an integral part of these financial statements.
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|
Annual Report & Financial Statements 2024
Notes to the Company
Accounts
For the year ended 30 June 2024
1. Accounting policies
Basis of preparation
These financial statements are prepared and approved by the directors in accordance with Financial Reporting Standard 101 Reduced Disclosure
Framework (FRS 101) and in accordance with applicable accounting standards.
As permitted by FRS 101, the Company has taken advantage of the following disclosures exemptions which are permissible under FRS 101 as the
equivalent disclosures are contained within the Group’s consolidated financial statements.
•
a cash flow statement and related notes;
•
disclosures in respect of capital management;
•
the effects of new but not yet effective IFRSs;
•
the disclosures of the remuneration of key management personnel;
•
disclosure of related party transactions with other wholly owned members of the Ultimate Parent;
•
the disclosure of financial instruments and other fair value measurements.
The financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (£’000), except when otherwise
indicated. They have been prepared on the historical cost basis.
The principal accounting policies adopted in the preparation of the Company’s financial statements are consistent with the Group which are
described in note 2.5 of the Consolidated Financial Statements but makes amendments where necessary in order to comply with the Companies Act
2006 and taking advantage of the FRS 101 exemptions mentioned above.
New standards effective for the current accounting period do not have a material impact on the financial statements of the Company.
The accounting policies used are otherwise consistent with those contained in the Company financial statements for the year ended 30 June 2024.
Going concern
The financial statements have been prepared on a going concern basis.
For an assessment of going concern refer to the accounting policy 2.4 of the Consolidated Financial Statements.
Investments in subsidiary companies
Investments in subsidiary companies which are all 100% owned by the Company are included in the statement of financial position at cost less
provision for impairment.
Impairment of non-financial assets
The carrying amounts of the Company’s investment in subsidiaries are reviewed at each reporting date to determine whether there is any indication
of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset is the greater of its
value in use and its fair value less costs to sell.
An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognised in
profit or loss.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed
only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
Deferred income
Deferred income is rental income received in respect of future accounting periods.
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
77
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Notes to the Company Accounts
continued
2. Investments
2a. Investments in Subsidiary Companies
2024
2023
£’000
£’000
At the beginning and end of the year
73,158
73,158
A list of subsidiary undertakings at 30 June 2024 is included on note 16 of the Consolidated Financial Statements.
The directors have considered the recoverability of the investment in subsidiary companies by comparing the carrying value of the investment
to the net asset value of the subsidiary. The directors consider the net asset value of the subsidiary to be a reliable proxy to the recoverable
amount as the properties held by the Company are carried at fair value. The net asset value of the subsidiary company exceed the carrying
amount of the investment in subsidiary and the directors have concluded that no impairment is necessary.
2b. Investment property
2024
2023
£’000
£’000
At the beginning of the year
1,814
2,153
Revaluation of investment property
–
(325)
Adjustment to fair value for minimum rent indexation of lease income
(11)
(14)
1,803
1,814
3. Receivables and prepayments
2024
2023
£’000
£’000
Rent debtor
–
5
Spreading of contracted future – rent indexation
72
61
VAT receivable
23
72
95
138
Other prepayments
37
31
132
169
4. Payables and accrued expenses
2024
2023
£’000
£’000
Due to subsidiaries
14,357
8,644
Deferred income
34
30
Trade creditors
–
5
Accruals
328
300
Other creditors
2
–
14,721
8,979
Amounts due to subsidiaries are unsecured, interest free and repayable on demand.
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Annual Report & Financial Statements 2024
5. Dividends paid and payable
Details of dividends paid and payable in respect of the year are set out in note 9 of the consolidated financial statements.
6. Issued share capital
2024
2023
£’000
Number of
Ordinary
Shares
£’000
Number of
Ordinary
Shares
Ordinary Shares of £0.01 each issued and fully paid
At the beginning and end of the year
805
80,500,000
805
80,500,000
7. Contingent liabilities, capital commitments and related party transactions
As at 30 June 2024 the Company had £nil contingent liabilities or capital commitments (2023: £nil).
Related party transactions are the same for the Company as for the Group. For details refer to note 20 of the Consolidated Financial Statements.
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
79
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
General
80
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
81
GENERAL
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
GENERAL
EPRA Performance Measures
(Unaudited)
2024
2023
EPRA Yield calculations
£’000
£’000
Investment properties wholly owned:
– by Company
1,875
1,875
– by Alternative Income Limited
100,775
105,150
Total – note 10
102,650
107,025
Allowance for estimated purchasers’ costs – note 8
6,672
6,957
Gross up completed property portfolio valuation
B
109,322
113,982
Annualised cash passing rental income
7,596
7,560
Annualised property outgoings
(5)
(55)
Annualised net rents
A
7,591
7,505
Add: notional rent expiration of rent-free periods or other lease incentives
379
563
Topped-up net annualised rent
C
7,970
8,068
EPRA NIY
A/B
6.94%
6.58%
EPRA ‘topped-up’ NIY
C/B
7.29%
7.08%
2024
2023
EPRA Cost Ratios
£’000
£’000
Include:
EPRA Costs (including direct vacancy costs) – note 4
A
1,204
1,232
Direct vacancy costs
–
–
EPRA Costs (excluding direct vacancy costs)
B
1,204
1,232
Gross rental income (adjusted) – note 3
C
7,358
8,088
EPRA Cost Ratio (including direct vacancy costs)
A/C
16.36%
15.23%
EPRA Cost Ratio (excluding direct vacancy costs)
B/C
16.36%
15.23%
2024
2023
EPRA Vacancy rate
£’000
£’000
Annualised potential rental value of vacant premises
A
–
–
Annualised potential rental value for the completed property portfolio
B
6,948
7,040
EPRA Vacancy rate
A/B
0.00%
0.00%
82
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
Alternative Performance
Measures (APMs)
APMs are numerical measures of the Group’s current, historical or future performance, financial position or cash flows, other than financial measures
defined or specified in the applicable financial framework. The Group’s applicable financial framework is IFRS. The directors assess the Group’s
performance against a range of criteria which are reviewed as particularly relevant for a closed-end REIT.
Discount
The discount is the amount by which the share price is lower than the net asset value per share, expressed as a percentage of the net asset value
per share.
2024
2023
NAV per Ordinary Share
A
80.90p
84.16p
Share price
B
66.00p
64.70p
Discount
(A-B)/A
18.42%
23.12%
Dividend Cover
The ratio of Group’s Adjusted EPS divided by the Group’s dividends payable for the relevant year.
2024
2023
Adjusted EPS
A
5.99p
6.43p
Dividend per share
B
5.90p
6.045p
Dividend cover
A/B
101.53%
106.37%
Dividend Yield
The ratio of Group’s annual dividends per share divided by the Group’s share price for the relevant year.
2024
2023
Annual dividends paid
A
5.90p
6.045p
Share price
B
66.00p
64.70p
Dividend yield
A/B
8.94%
9.34%
Loan to GAV
Loan to GAV measures the value of loans and borrowings utilised (excluding amounts held as restricted cash and before adjustments for issue costs)
expressed as a percentage of the combined valuation of the property portfolio (as provided by the valuer) and the fair value of other assets.
2024
2023
Borrowings (£’000)
A
41,000
41,000
Total assets (£’000)
B
108,839
111,524
Loan to GAV
A/B
37.67%
36.76%
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
83
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Alternative Performance Measures (APMs)
continued
Ongoing Charges
The ongoing charges ratio is the total for all operating costs expected to be regularly incurred expressed as a percentage of the average quarterly
NAVs of the Group for the financial year.
2024
2023
Other operating expenses for the year (£’000)
A
1,066
1,049
One-off website costs (£’000)*
B
(16)
(40)
One-off legal fees (£’000)**
C
(20)
–
Abortive costs (£’000)***
D
(62)
–
E=A+B+C+D
968
1,009
Average net assets (£’000)
F
66,436
72,675
Ongoing charges ratio
E/F
1.46%
1.39%
* Non-recurring website set up costs have been excluded in the amount for the year presented.
**Non-recurring legal and professional costs have been excluded in the amount for the year presented.
*** Costs incurred on aborted property acquisition.
Share Price and Net Asset Value (NAV) Total Return
Share price and NAV total returns show how the NAV and share price has performed over a period of time in percentage terms, taking into account
both capital returns and dividends paid to shareholders. Share price and NAV total returns are monitored against FTSE EPRA Nareit UK and FTSE
Small Cap, respectively.
Share price
NAV
Opening at 30 June 2023
A
64.70p
84.16p
Closing at 30 June 2024
B
66.00p
80.90p
Return
C=(B/A)-1
2.01%
(3.87%)
Dividend reinvestment*
D
9.58%
7.36%
Total return for the year ended 30 June 2024
C+D
11.59%
3.49%
Opening at 30 June 2022
A
82.10p
96.40p
Closing at 30 June 2023
B
64.70p
84.16p
Return
C=(B/A)-1
(21.19%)
(12.69%)
Dividend reinvestment*
D
6.97%
5.97%
Total return for the year ended 30 June 2023
C+D
(14.22%)
(6.72%)
* Share price total return involves reinvesting the net dividend in the share price of the Company on the date on which that dividend goes ex-dividend. NAV total return
involves investing the net dividend in the NAV of the Company with debt at fair value on the date on which that dividend goes ex-dividend.
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Glossary
Alternative Investment Fund Manager or AIFM
or Investment Manager
Langham Hall Fund Management LLP.
Company
Alternative Income REIT plc.
Contracted rent
The annualised rent adjusting for the inclusion of rent subject to rent-free periods.
Earnings Per Share (‘EPS’)
Profit for the period attributable to equity shareholders divided by the weighted average number
of Ordinary Shares in issue during the period.
EPRA
European Public Real Estate Association, the industry body representing listed companies in the
real estate sector.
Estimated Rental Value (‘ERV’)
The external valuer’s opinion as to the open market rent which, on the date of the valuation, could
reasonably be expected to be obtained on a new letting or rent review of a property.
External Valuer
An independent external valuer of a property. The Group’s External Valuer is Knight Frank LLP.
Fair value
The estimated amount for which a property should exchange on the valuation date between a
willing buyer and a willing seller in an arm’s length transaction after proper marketing and where
parties had each acted knowledgeably, prudently and without compulsion.
Fair value movement
An accounting adjustment to change the book value of an asset or liability to its fair value.
FCA
The Financial Conduct Authority.
Gross Asset Value (‘GAV’)
The aggregate value of the total assets of the Group as determined in accordance with IFRS.
Gross Passing Rental Income
The gross passing rent is the rent roll at the reporting date, taking account of any in-place rent free
incentives or step rents on a straight-line basis over the following 12-month period.
IASB
International Accounting Standards Board.
IFRS
International financial reporting standards. On 31 December 2020 EU-adopted IFRS was brought
into UK law and became UK-adopted international accounting standards, with future changes to
IFRS being subject to endorsement by the UK Endorsement Board.
Investment Adviser or Martley Capital
Martley Capital Real Estate Investment Management Limited.
Alternative Income REIT PLC
|
Annual Report & Financial Statements 2024
85
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
IPO
The admission to trading on the London Stock Exchange’s Main Market of the share capital of the
Company and admission of Ordinary Shares to the premium listing segment (now the Closed-
ended investment funds category) of the Official List on 6 June 2017.
Lease incentives
Incentives offered to occupiers to enter into a lease. Typically, this will be an initial rent-free
period, or a cash contribution to fit-out. Under accounting rules, the value of the lease incentive is
amortised through the Consolidated Statement of Comprehensive Income on a straight-line basis
until the lease expiry.
Loan to Value (‘LTV’)
The value of loans and borrowings utilised (excluding amounts held as restricted cash and before
adjustments for issue costs) expressed as a percentage of the combined valuation of the property
portfolio (as provided by the valuer) and the fair value of other investments.
Net Asset Value (‘NAV’)
Net Asset Value is the equity attributable to shareholders calculated under IFRS.
Net Asset Value per share
Equity shareholders’ funds divided by the number of Ordinary Shares in issue.
Net equivalent yield
Calculated by the Group’s External Valuers, net equivalent yield is the internal rate of return from
an investment property, based on the gross outlays for the purchase of a property (including
purchase costs), reflecting reversions to current market rent and items as voids and non-
recoverable expenditure but ignoring future changes in capital value. The calculation assumes rent
is received annually in arrears.
Net Initial Yield (‘NIY’)
The initial net rental income from a property at the date of purchase, expressed as a percentage of
the gross purchase price including the costs of purchase.
Initial yield does not include cost of purchase.
Net rental income
Rental income receivable in the period after payment of ground rents and net property outgoings.
Ordinary Shares
The main type of equity capital issued by conventional Investment Companies. Shareholders are
entitled to their share of both income, in the form of dividends paid by the Company, and any
capital growth.
REIT
A Real Estate Investment Trust. A company which complies with Part 12 of the Corporation Tax Act
2010. Subject to the continuing relevant UK REIT criteria being met, the profits from the property
business of a REIT, arising from both income and capital gains, are exempt from corporation tax.
Reversion
Increase in rent estimated by the Company’s External Valuers, where the passing rent is below the
ERV.
Share price
The value of a share at a point in time as quoted on a stock exchange. The Company’s Ordinary
Shares are quoted on the Main Market of the London Stock Exchange.
Weighted Average Unexpired Lease Term
(‘WAULT’)
The average lease term remaining for first break, or expiry, across the portfolio weighted by
contracted rental income (including rent-frees).
Glossary
continued
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Company Information
Share Register Enquiries
The register for the Ordinary Shares is maintained by Computershare Investor Services PLC. In the event of queries regarding your holding, please
contact the Registrar on 0370 707 1874 or email: web.queries@computershare.co.uk.
Changes of name and/or address must be notified in writing to the Registrar, at the address shown below. You can check your shareholding and find
practical help on transferring shares or updating your details at
. Shareholders eligible to receive dividend payments gross
of tax may also download declaration forms from that website.
Share Information
Ordinary £0.01 shares
80,500,000
SEDOL Number
BDVK708
ISIN Number
GB00BDVK7088
Ticker/TIDM
AIRE
Share Prices
The Company’s Ordinary Shares are traded on the Main Market of the London Stock Exchange.
Frequency of NAV publication
The Group’s NAV is released to the London Stock Exchange on a quarterly basis and is published on the Company’s website
.
Annual and Interim Reports
Copies of the Annual and Half-Yearly Reports are available from the Group’s website.
Financial Calendar
30 June
Year end
September
Announcement of annual results
November
Annual General Meeting
31 December
Half year end
March
Announcement of interim results
Quarterly dividends are paid in November, February, May and August for each financial year.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Shareholder Information
Directors
Simon Bennett
(independent non-executive chairman)
Stephanie Eastment
(independent non-executive director)
Adam Smith
(non-executive director)
Investment Adviser
and Administrator
Martley Capital Real Estate Investment
Management Ltd
The Rookery, 4th Floor
2 Dyott Street
London
WC1A 1DE
Previously:
M7 Real Estate Limited
3rd Floor
The Monument Building
11 Monument Street
London
EC3R 8AF
Company Website
Property Manager
Mason Owen and Partners Limited
7th Floor
20 Chapel Street
Liverpool
L3 9AG
Registered Office
The Scalpel 18th Floor
52 Lime Street
London
EC3M 7AF
Valuer
Knight Frank LLP
55 Baker Street
London
W1U 8AN
Company Secretary
Hanway Advisory Limited
The Scalpel 18th Floor
52 Lime Street
London
EC3M 7AF
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
AIFM
Langham Hall Fund Management LLP
1 Fleet Place
8th Floor
London
EC4M 7RA
Auditor
Moore Kingston Smith LLP
9 Appold Street
London
EC2A 2AP
Depositary
Langham Hall UK Depositary LLP
8th Floor
1 Fleet Place
London
EC4M 7RA
Corporate Broker
Panmure Liberum Ltd
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
Legal Adviser to the Company
Travers Smith LLP
10 Snow Hill
London
EC1A 2AL
Communications Adviser
H/Advisors Maitland
3 Pancras Square
London
N1C 4AG
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Notice of
Annual General Meeting
If you are in any doubt as to what action to take you are recommended to consult your stockbroker, solicitor, accountant or other independent
adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your ordinary shares in Alternative Income REIT plc, you should pass this document, together with the
accompanying Form of Proxy, to the person through whom the sale or transfer was made for transmission to the purchaser or transferee.
ALTERNATIVE INCOME REIT PLC
(Incorporated in England and Wales with registered number 10727886)
Notice of the Annual General Meeting which has been convened for Tuesday 12 November 2024 at 10 a.m. at the offices of Panmure Liberum,
Ropemaker Place, Level 12, 25 Ropemaker Street, London EC2Y 9LY is set out below.
To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by the
Company’s registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and in any event
not later than 10 a.m. on Friday 8 November 2024.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
1 October 2024
Dear Shareholder,
Notice of Annual General Meeting including proposed changes to the Company’s Investment Policy
Alternative Income REIT plc (the “Company”) will be holding its 2024 Annual General Meeting (“AGM”) at 10.00 a.m. on Tuesday 12 November 2024 at
the offices of Panmure Liberum, Ropemaker Place, Level 12, 25 Ropemaker Street, London EC2Y 9LY. The formal notice of AGM and the resolutions to
be proposed are set out on pages 91 to 92 of this document.
If you would like to vote on the resolutions, please fill in the Form of Proxy sent to you with this notice and return it to the Company’s registrars,
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible. They must receive it no later than 10.00
a.m. on Friday 8 November 2024.
Proposed changes to the Company’s Investment Policy
The Company is proposing changes to its Investment Policy (set out in more detail in the Appendix). The current Investment Policy originated in
2017 at the launch of the Company and contains detailed and, at times, highly restrictive requirements. Many of these restrictions were required
to differentiate the Company’s Investment Policy from that of other investment vehicles managed by the Company’s former investment manager.
The Board believes that in light of this, and following significant changes to the property markets since launch, the Company will be better placed
to deliver added value to shareholders with the proposed changed Investment Policy which better serves the Company’s Investment Objective of
generating predictable income returns whilst maintaining capital values by means of investment in a diversified UK portfolio.
The principal changes to the Investment Policy include a reduction in the minimum WAULT of the portfolio from 18 to 10 years, a reduction in the
percentage of leases required to be linked to inflation from 85% to 75% of gross passing rent, and a reduction in the requirement for properties to
be in non-traditional sectors (and thus in alternative and specialist sectors) from 70% to at least 50%. At the same time, the Board has taken the
opportunity to simplify the language used in the Investment Policy, to make it far easier to understand.
Recommendation
The Board considers that all resolutions contained in this Notice of AGM are in the best interests of the Company and its shareholders as a whole
and are most likely to promote the success of the Company for the benefit of its shareholders as a whole. The Board unanimously recommends that
you vote in favour of the proposed resolutions as the Directors intend to do in respect of their own beneficial holdings.
Yours faithfully
Simon Bennett
Chairman
Notice of Annual General Meeting
continued
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NOTICE IS HEREBY GIVEN
that the Annual General Meeting of Alternative Income REIT plc (the “
Company
”) will be held at 10 a.m. on Tuesday 12
November 2024 at the offices of Panmure Liberum, Ropemaker Place, Level 12, 25 Ropemaker Street, London EC2Y 9LY to transact the following
business.
You will be asked to consider and, if thought fit, approve the following resolutions. Resolutions 1 to 10 (inclusive) will be proposed as ordinary
resolutions and resolutions 11 to 14 (inclusive) will be proposed as special resolutions.
Ordinary Resolutions
Report and Accounts
1.
To receive and adopt the audited financial statements of the Company for the financial year ended 30 June 2024 and the reports of the
directors and auditor on those financial statements (“
Annual Report and Accounts
”).
Directors’ Remuneration Report
2.
To approve the Directors’ Remuneration Report (excluding the part containing the Directors’ Remuneration Policy) contained within the Annual
Report and Accounts.
Directors
3.
To re-elect Simon Bennett as a director of the Company.
4.
To re-elect Stephanie Eastment as a director of the Company.
5.
To re-elect Adam Smith as a director of the Company.
Auditor
6.
To re-appoint Moore Kingston Smith LLP as independent auditor of the Company, to hold office until the conclusion of the next General
Meeting at which accounts are laid before the Company.
7.
To authorise the Audit Committee to determine the auditor’s remuneration.
Dividends
8.
To approve the Company’s dividend policy to continue to pay four evenly spaced quarterly interim dividends with the ability to pay further
interim dividends should compliance with REIT rules require and for the last dividend referable to a financial year not to be categorised as a
final dividend that is subject to shareholder approval.
Director’s authority to allot shares
9.
That the directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the “Act”) to exercise
all the powers of the Company to:
a)
allot shares of £0.01 each in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an
aggregate nominal amount of £268,333; and
b)
allot equity securities (as defined in section 560 of the Act) up to an aggregate nominal value of £536,666 (such amount to be reduced by
the nominal amount of any shares allotted or rights granted under paragraph (a) of this resolution 9) in connection with an offer by way of
a rights issue to:
i.
holders of ordinary shares in the Company (“
Ordinary Shares
”) in proportion (as nearly as may be practicable) to the respective
numbers of Ordinary Shares held by them; and
ii.
holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the directors of the
Company otherwise consider necessary, and so that the directors of the Company may impose any limits or restrictions and make
any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements or securities
represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the
requirement of any regulatory body or stock exchange or any other matter.
This authority shall apply in substitution for all previous authorities (but without prejudice to the validity of any allotment pursuant
to such previous authority) and shall expire at the end of the next Annual General Meeting of the Company or on 12 February 2026,
whichever is earlier, save that under each authority the Company may, before such expiry, make any offers or agreements which would or
might require shares to be allotted or rights granted to subscribe for or convert any security into shares after such expiry and the directors
may allot shares or grant such rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of any such
offer or agreement as if the relevant authority conferred by this resolution had not expired.
Changes to the Company’s Investment Policy
10.
To approve the new investment policy of the Company as set out in the Appendix to this notice of Annual General Meeting which implements
the changes set out in the Appendix.
Special Resolutions
Disapplication of pre-emption rights
11.
That, if Resolution 9 is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the
authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the
Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:
a.
allotments for rights issues and other pre-emptive issues;
b.
to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of
£80,500; and
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
c.
to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal
amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such
authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind
contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by
the Pre-Emption Group prior to the date of this notice
such authority to expire at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 12 February
2026 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity
securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury
shares) under any such offer or agreement as if the authority had not expired.
12.
That if Resolution 9 is passed, the Board be authorised in addition to any authority granted under Resolution 11 to allot equity securities (as
defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company
as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:
a.
limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £80,500 such authority to be used only
for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction
which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the
Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this
notice; and
b.
limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount
equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority
to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated
by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-
Emption Group prior to the date of this notice
such authority to expire at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 12 February
2026 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity
securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury
shares) under any such offer or agreement as if the authority had not expired.
Authority to purchase own shares
13.
That, the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4)
of the Companies Act 2006 (the “Act”) of Ordinary Shares of £0.01 on such terms and in such manner as the directors may from time to time
determine, provided that:
a)
The maximum number of Ordinary Shares hereby authorised to be acquired between the date of this resolution and the date of the
Company’s AGM to be held in 2025 shall be 8,050,000 or, if less, that number of Ordinary Shares which is equal to 10% of the Ordinary
Shares in issue as at the passing of this resolution;
b)
the minimum price (exclusive of expenses) which may be paid for any Ordinary Share is £0.01;
c)
the maximum price (exclusive of expenses) which may be paid for any Ordinary Share is the higher of:
i.
an amount equal to 105% of the average of the middle market quotations for such Ordinary Share as derived from the London Stock
Exchange Daily Official List for the five business days immediately preceding the day on which such Ordinary Share is contracted to
be purchased; and
ii.
the higher of (a) the price of the last independent trade and (b) the highest current independent bid for such Ordinary Share on the
trading venues where the market purchases by the Company pursuant to the authority conferred by this resolution will be carried
out;
d)
this authority shall expire at the end of the next Annual General Meeting or at the close of business on 12 February 2026, whichever is
earlier, unless previously renewed, varied or revoked by the Company in general meeting;
e)
the Company may make a contract to purchase its Ordinary Shares under the authority hereby conferred prior to the expiry of such
authority, which contract would or might require the Company to purchase its Ordinary Shares after such expiry and the Company shall
be entitled to purchase its Ordinary Shares pursuant to any such contract as if the power conferred hereby had not expired; and
f)
any Ordinary Shares bought back under the authority hereby granted may, at the discretion of the directors, be cancelled or held in
treasury.
Notice period for general meetings other than annual general meetings
14.
That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice.
By order of the Board
Hanway Advisory Limited
Company Secretary
Registered Office:
The Scalpel 18th Floor
52 Lime Street
London
EC3M 7AF
(Company Number: 10727886)
Notice of Annual General Meeting
continued
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Explanatory Notes to the Resolutions
Resolutions 1 to 10 (inclusive) are proposed as ordinary resolutions. This means that for each of these resolutions to be passed, more than half of the
votes cast must be in favour of the resolution.
Resolutions 11 to 14 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters
of the votes cast must be in favour of the resolution.
The Board considers that all resolutions contained in the Notice of AGM are in the best interests of the Company and are most likely to promote the
success of the Company for the benefit of its shareholders as a whole. The Board unanimously recommends that you vote in favour of the proposed
resolutions as the directors intend to do in to do in respect of their own beneficial holdings.
Resolutions 8 to 14 inclusive are special business resolutions, and an explanation of each of those resolutions are set out below.
Dividends
Resolution 8
This resolution is to approve the Company’s dividend policy to continue to pay four evenly spaced quarterly interim dividends per annum. The
alternative to declaring them all as “interim” dividends would be to declare three interim dividends with the fourth dividend being proposed as a
“final” dividend. However, a declaration of a final dividend would require shareholder approval, which would delay payment of that dividend. To
avoid this potential delay, the Company will propose the dividend policy for approval at each Annual General Meeting, enabling the Company to pay
all of its dividends as “interim” dividends. Additionally, the dividend policy allows for the payment of further interim dividends should compliance
with the REIT rules require.
Directors’ authority to allot shares
Resolution 9
The purpose of this resolution is to provide the Directors with authority to allot shares.
The authority given to Directors to allot further shares in the capital of the Company requires the prior authorisation of the shareholders in general
meeting under section 551 of the Companies Act 2006. The authority in this resolution will allow the Directors to allot new shares in the Company
or to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £268,333 (26,333,331
Ordinary Shares), which is equivalent to approximately one third of the current issued ordinary share capital of the Company as at 1 October 2024
(being the last practicable day prior to the publication of this notice). The authority will expire immediately following the Company’s 2025 Annual
General Meeting or 12 February 2026, whichever is the earlier.
The authority in paragraph (b) will allow the Directors to allot new shares or to grant rights to subscribe for or convert any security into shares in
the Company only in connection with a pre-emptive rights issue up to an aggregate nominal value of £536,666 (53,666,661 Ordinary Shares), which
is approximately two thirds of the Company’s issued share capital as at 1 October 2024 (inclusive of the nominal value of £268,333 sought under
paragraph (a) of the resolution). This is in line with corporate governance guidelines. There is no present intention to exercise this authority.
Changes to the Company’s investment policy
Resolution 10
Resolution 10 is being proposed because the Listing Rules require shareholder approval prior to any material changes being made to the Company’s
Investment Policy. As the FCA has given its approval for the proposed changes, the revised policy will be implemented immediately following
approval by Shareholders at the Annual General Meeting. The reasons for the proposed changes to the Investment Policy are set out in the
Chairman’s letter on page 90 of this document.
Disapplication of pre-emption rights
Resolutions 11 and 12
If the directors wish to exercise the authority under Resolution 9 to allot new shares or grant rights over shares or sell treasury shares for cash (other
than pursuant to an employee share scheme), company law requires that these shares are first offered to existing shareholders in proportion to their
existing holdings. There may be occasions, however, when the directors will need the flexibility to finance business opportunities to allot new shares
(or to grant rights over shares) for cash or to sell treasury shares for cash without first offering them to existing shareholders in proportion of their
holdings. This cannot be done unless the shareholders have first waived their pre-emption rights.
Resolution 11 would authorise the directors to do this and, apart from rights issues or any other pre-emptive offer concerning equity securities, the
authority will be limited to the allotment of shares for cash or sale of treasury shares for cash up to an aggregate nominal value of £80,500, which is
equivalent to approximately 10 per cent. of the Company’s issued ordinary share capital as at 1 October 2024 (being the latest practicable date prior
to the publication of this notice).
Resolution 11 also seeks a disapplication of the pre-emption rights on a rights issue or other pre-emptive issue so as to allow the directors to make
exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas
shareholders.
The Board intends to adhere to the guidance issued by the Investment Association (as updated in February 2023), the Pre-Emption Group’s
Statement of Principles (as updated in November 2022) (the “
Statement of Principles
”) and the template resolutions published by the Pre-Emption
Group in November 2022.
The directors therefore seek an additional authority under Resolution 12 to issue shares for cash on a non-pre-emptive basis up to an aggregate
nominal value of £80,500 (which includes the sale on a non pre-emptive basis of any shares held in treasury), which is equivalent to approximately 10
per cent. of the Company’s issued ordinary share capital as at 1 October 2024 (being the latest practicable date prior to the publication of this notice),
if used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction
which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles.
The purpose of this resolution is to provide flexibility to allot shares without first offering them to existing shareholders, where this is considered to
be in the best interests of shareholders.
Ordinary Shares will only be issued pursuant to these resolutions for cash on a non pre-emptive basis at a premium to the prevailing net asset value
at the time of issue (in order to take account of the costs of such issue) and will therefore be non-dilutive to the prevailing net asset value for existing
shareholders.
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STRATEGIC REPORT
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FINANCIAL STATEMENTS
GENERAL
If given, the authorities contained in Resolutions 11 and 12 will expire at the conclusion of the 2025 Annual General Meeting or on 12 February 2026
(the date which is 15 months after the passing of the resolution), whichever is earlier.
Shareholders will note that Resolutions 11 and 12 also relate to treasury shares.
Authority to purchase own shares
Resolution 13
In certain circumstances, it may be advantageous for the Company to purchase its own shares and this resolution seeks the authority from
shareholders to continue to do so. The directors will continue to exercise this authority only when, in the light of market conditions prevailing at the
time, they believe that it is in the best interests of shareholders as a whole and as a means of correcting any imbalance between supply and demand
for the shares. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account when
exercising this authority. Under the Act, the Company can hold its own shares in treasury following a buy back, instead of having to cancel them. This
gives the Company the ability to re-issue treasury shares quickly and cost-effectively (including pursuant to the authority under Resolution 9 above)
and provides the Company with additional flexibility in the management of its capital base. Once held in treasury, the Company is not entitled
to exercise any rights, including the right to attend and vote at meetings in respect of the shares. Further, no dividend or other distribution of the
Company’s assets may be made to the Company in respect of the treasury shares. If the directors exercise the authority conferred by resolution 13,
the Company will have the option of either holding in treasury or of cancelling any of its own shares purchased pursuant to this authority and will
decide at the time of purchase which option to pursue.
The resolution specifies the maximum number of Ordinary Shares that may be acquired (approximately 10 per cent. of the Company’s issued ordinary
share capital as at 1 October 2024 (being the latest practicable date prior to the publication of this notice)) and the maximum and minimum prices at
which they may be bought. The authority sought is in line with the Investment Association’s Share Capital Management Guidelines.
There are no warrants or options to subscribe for Ordinary Shares outstanding at 1 October 2024 (being the latest practicable date prior to the
publication of this notice).
If given, this authority will expire at the conclusion of the 2025 Annual General Meeting or on 12 February 2026 (the date which is 15 months after the
date of passing of the resolution), whichever is earlier.
The directors intend to seek renewal of this authority at subsequent Annual General Meetings in accordance with current best practice.
Notice period for general meetings other than annual general meetings
Resolution 14
This resolution is to allow the Company to hold general meetings (other than an Annual General Meeting) on 14 clear days’ notice. The notice period
required by the Act for general meetings of the Company is 21 clear days unless: (i) shareholders approve a shorter notice period, which cannot
however be less than 14 clear days; and (ii) the Company offers the facility for all shareholders to vote by electronic means. Annual General Meetings
must always be held on at least 21 clear days’ notice.
The Company intends to give as much notice as is practicable when calling a general meeting. The 15 clear days’ notice period will not be used as a
matter of routine, but only in circumstances where it would clearly be to the advantage of shareholders as a whole, the business of the meeting is
time-sensitive or flexibility is merited by the nature of the business of the meeting. The approval will be effective until the Company’s next Annual
General Meeting, when it is intended that a similar resolution will be proposed.
Further information about the AGM
Right to attend the AGM
Only those shareholders registered on the Company’s Register of Members at close of business on 8 November 2024 (or in the event of an
adjournment, at close of business on the date which is two working days prior to the adjourned meeting), or their duly appointed proxy shall be
entitled to attend and vote at the AGM. Changes to the Register of Members after the deadline shall be disregarded in determining the rights of
persons to attend and vote at the AGM.
Appointment of a proxy
Shareholders are entitled to appoint a proxy to exercise all or any of their rights to vote at the AGM and at any adjournment thereof. A shareholder
may appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to a different
share or shares held by that shareholder. A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies
this notice. To be valid, your Form of Proxy must be received no later than 10 a.m. on 8 November 2024 (or, if the meeting is adjourned, 48 hours
(excluding non-working days) before the time fixed for the adjourned meeting). You may return your Form of Proxy using the pre-paid envelope
provided or delivered by post or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY. Amended instructions must also be received by Computershare by the deadline for receipt of Forms of Proxy.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most
senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s Register of
Members in respect of the joint holding (the first-named being the most senior).
Appointment of proxy online
The same voting deadline of 48 hours before the timing of the AGM applies as if you were using a personalised proxy form to vote or appoint a proxy
by post to vote for you. You will need your Control Number, Shareholder Reference Number (SRN) & PIN which can be found on your Form of Proxy
or email notice.
CREST members
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any
adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and
those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be
able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy
Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information
required for such instruction, as described in the CREST Manual (available via
www.euroclear.com/CREST). The message, regardless of whether it
constitutes the appointment of a proxy, or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid,
Notice of Annual General Meeting
continued
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be transmitted so as to be received by the issuer’s agent, Computershare Investor Services PLC (ID 3RA50), by the latest time(s) for receipt of proxy
appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the
message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed
by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other
means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not
make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to
the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001 (as amended).
Corporate Representatives
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member
provided that they do not do so in relation to the same Ordinary Shares.
Asking questions in advance of the AGM
Except as provided above, shareholders who have general queries about the meeting should contact the Company’s Registrar, Computershare, at:
+44 (0) 370 707 1874 or the Company Secretary at the Registered Office address.
You may not use any electronic address provided either in this notice or any related documents (including the Chairman’s letter and Form of Proxy),
to communicate with the Company for any purposes other than those expressly stated.
Shareholders may submit questions to the Board in advance of the AGM by emailing such questions to hanwayadvisory@jtcgroup.com.
Nominated Persons
If you are a person who has been nominated under section 146 of the Act to enjoy information rights (Nominated Person):
•
you may have a right under an agreement between you and the member of the Company who has nominated you to have Information Rights
(Relevant Member) to be appointed or to have someone else appointed as a proxy for the AGM;
•
if you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement
between you and the Relevant Member to give instructions to the Relevant Member as to exercise of voting rights; and
•
your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker)
and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your
interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response
from you.
Website publication of audit concerns
Pursuant to Chapter 5 of Part 16 of the Act (sections 527 to 531), where requested by a member or members having a right to vote at the AGM and
holding at least 5% of total voting rights of the Company, or at least 100 members having a right to vote at the AGM and holding, on average, at
least £100 of paid up share capital, the Company must publish on its website a statement setting out any matter that such members propose to raise
at the AGM relating to audit of the Company’s accounts (including the Auditor’s Report and the conduct of the audit) that are to be laid before the
AGM. The request:
•
may be in hard copy form signed by the member, stating the full members’ name and address and should be sent to the Company Secretary,
Hanway Advisory Limited, The Scalpel 18th Floor, 52 Lime Street, London EC3M 7AF or in electronic form stating the member’s full name,
address, and shareholder reference and should be sent to hanwayadvisory@jtcgroup.com stating “AGM” in the subject field;
•
must identify the statement to which it relates, either set out the statement in full or, if supporting a statement sent by another member, clearly
identify the statement which is being supported;
•
must be authenticated by the person or persons making it; and
•
must be received by the Company at least one week before the AGM.
Where the Company is required to publish such a statement on its website, it will not require the members making the request to pay any expenses
incurred by the Company in complying with the request, and will forward the statement to the Company’s Auditor no later than the time the statement
is made available on the Company’s website. The Company’s response to any statement will be dealt with as part of the business of the AGM.
Total Voting Rights
As at 1 October 2024 (being the last practicable day prior to the publication of this notice), the Company’s issued share capital consisted of
80,500,000 Ordinary Shares of £0.01 each. The Company does not hold any shares in treasury. Therefore, the total voting rights in the Company as at
30 September 2024 are 80,500,000 Ordinary Shares.
Website
Inspection of documents
The following documents will be available for inspection at the Company’s registered office from the date of this notice during usual business hours
on any weekday (Saturdays, Sundays and bank holidays excluded) until the date of the meeting and also on the date and at the location of the
meeting from 15 minutes before the AGM until it ends:
•
copies of letters of appointment of the non-executive directors;
•
copies of the articles of association; and
•
register of directors’ interests.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Appendix I: Proposed blacklined changes to the Company’s investment policy
Investment Objective
The investment objective of the Group is to generate a secure and predictable income return, sustainable in real terms, whilst at least maintaining
capital values, in real terms, through investment in a diversified portfolio of UK properties, predominantly within the in alternative and specialist
sectors.
Investment Policy
In order to achieve the investment objective, the Group invests in freehold and long leasehold properties across the whole spectrum of the UK
property sector, but with a focus
. The Group emphasis is on alternative and specialist real estate
property sectors in order to access the attractive
value. Examples of alternative
and specialist real estate
capital preservation qualities which such sectors offer include, but are not limited to, leisure,
hotels, healthcare, education, logistics, automotive, supported living and student accommodation
.
In the event of a breach of the investment policy or the investment restrictions set out below, the Alternative Investment Fund Manager (‘AIFM’), as
advised by the Investment Adviser, shall inform the Board upon becoming aware of the same and, if the Board considers the breach to be material,
notification will be made to a Regulatory Information Service and the AIFM, as advised by the Investment Adviser, will look to resolve the breach.
Any material change to the investment policy or investment restrictions of the Group may only be made with the prior approval of shareholders.
Investment Strategy
The Group invests in properties that can generate predictable income streams through long leases which have contractual exposure to inflation
rates, focussing focuses
on properties which can
have the ability to deliver a
secure income and preserve capital value, with an attractive entry yield.
The Group has an emphasis on alternative and specialist property sectors to access the attractive value and capital preservation qualities which such
sectors currently offer.
The Group will supplement this core strategy
with active asset management initiatives for certain properties.
Permitted sectors include, but are not limited to the following, subject Subject
at all times to the AIFM’s (as advised by the Investment Adviser)
assessment of their appeal and specific asset investment opportunities, permitted sectors include, but are not limited to the following
: H
healthcare;
L
leisure; H
hotels and serviced apartments; E
education; A
automotive; C
car parks; R
residential; S
supported living; S
student accommodation;
L
logistics; S
storage; C
communications; S
supermarkets;
(within the alternative and specialist real estate sectors). In addition, permitted sectors
include: and, subject to the limitations on traditional sector exposures below,
O
offices; S
shopping centres; R
retail and retail warehouses; and
I
industrial (being defined as “Traditional” real estate sectors), subject to the limitations on sector exposures below.
The Group is not permitted to invest in land assets, including development land which does not have a development agreement attached,
agriculture or timber.
The focus will be to invest in properties to construct a
Each investment must enable the portfolio to comply with the following minimum targets at
the time of investment:
•
a weighted average unexpired lease term (“WAULT”), at the time of investment,
in excess of 18
10 years;
•
at least 85
75% of the gross passing rent will have
being from leases with rent reviews linked to a commonly used measure of inflation (typically
RPI or CPI) at the time of investment
;
•
investment in properties which typically have a value, at the time of investment, of between £2 million and £30 million;
•
at least 7
50% of the gross asset value (“GAV”) of properties will be in non-traditional
being in alternative and specialist sectors;
•
less than 30% of the properties will be in the traditional sectors of Retail, Industrial and Offices;
and
•
over 90% of properties will be
being freehold or very long leasehold (over 100 years).
Once GAV is £250 million or greater, future investments will be made to target a portfolio with at least 80% of the properties in non-traditional
sectors and less than 20% of the properties in traditional sectors.
Whilst each acquisition will be
is made on a case-by-case basis, it is expected that
properties will
typically offer the following characteristics:
•
a value of between £2 million and £30 million;
•
existing tenants with strong business fundamentals and profitable operations in those locations
;
•
depth of tenant/operator demand;
•
alternative use value;
•
current passing rent close to or below rental value; and
•
long-term demand drivers, including demographics, use of technology or built-for-purpose real estate.
The Group may invest in commercial properties or portfolios of commercial property assets which, in addition, include ancillary or secondary
utilisations.
The Group does not intend to spend any more than 5% of the NAV in any rolling twelve month period on (a) the refurbishment of previously
occupied space within the existing Portfolio, or (b) the refurbishment of new properties acquired with vacant units.
The Group may invest in corporate and other entities that hold property and the Group may also invest in conjunction with third-
party investors.
The Group may engage in full or partial interest rate hedging or use derivatives to seek to mitigate the risk of interest rate increases as part of the
Group’s portfolio management.
Investment restrictions
limits
GAV of less than £250 million
The Group will invest and manage its assets with the objective of spreading investment risk through the following:
•
Investment in a single property limited to 15% of GAV (measured at the time of investment).
The value of assets in any subsector in one geographical region, at the time of investment, shall not exceed 15% of GAV.
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GAV of £250 million or greater
Investment in a single property limited to 10% of GAV (measured at the time of investment). Investments will be made with a view to reducing the
maximum exposure to any sub-sector in one geographical region to 10% of GAV.
•
The value of assets in any one sector and sub-sector, at the time of investment, shall not exceed 50% of GAV and 25% of GAV respectively.
•
Exposure to a single tenant covenant will be limited to 15% of GAV.
•
The Group may commit up to a maximum of 10% of its GAV (measured at the commencement
point of capital commitment the project
) in
development activities.
•
Investment in unoccupied and non-income producing assets will, at the time of investment, not exceed 5% of Estimated Rental Value (“ERV”).
The Group will not invest in other closed-ended investment companies.
If the Group invests in derivatives for the purposes of efficient portfolio and cash management, the total notional value of the derivatives at the time
of investment will not exceed, in aggregate, 20% of GAV.
The Group will invest and manage its assets with the objective of spreading risk through the above investment restrictions. When the measure of
GAV is used to calculate the restrictions relating to (i) the value of a single property and (ii) the value of assets in any subsector in one geographical
region, it will reflect an assumption that the Group has drawdown borrowings such that these borrowings are equal to 30% of GAV.
Borrowings
The Group has
may utilised
borrowings with a view to enhance
enhancing returns over the medium term. Borrowings, where have been
utilised, will
be on a limited recourse basis for each investment on all or part of the total portfolio and will not exceed 40% of GAV (measured at drawdown) of
each relevant investment or of the portfolio.
Appendix II: The Company’s proposed investment policy
Investment Objective
The investment objective of the Group is to generate a secure and predictable income return, sustainable in real terms, whilst at least maintaining
capital values, in real terms, through investment in a diversified portfolio of UK properties, predominantly within the alternative and specialist
sectors.
Investment Policy
In order to achieve the investment objective, the Group invests in freehold and long leasehold properties across the whole spectrum of the UK
property sector. The Group emphasis is on alternative and specialist property sectors in order to access the attractive value and capital preservation
qualities which such sectors offer.
The Group invests in properties that can generate predictable income streams through long leases which have contractual exposure to inflation
rates, focussing on properties which have the ability to deliver secure income and preserve capital value, with an attractive entry yield.
The Group will supplement this with active asset management initiatives for certain properties.
Permitted sectors include, but are not limited to the following, subject at all times to the assessment of their appeal and specific asset investment
opportunities: healthcare; leisure; hotels and serviced apartments; education; automotive; car parks; residential; supported living; student
accommodation; logistics; storage; communications; and supermarkets (within the alternative and specialist real estate sectors). In addition,
permitted sectors include: offices; shopping centres; retail and retail warehouses; and industrial (being defined as “Traditional” real estate sectors),
subject to the limitations on sector exposures below.
The Group is not permitted to invest in land assets, including development land which does not have a development agreement attached,
agriculture or timber.
Each investment must enable the portfolio to comply with the following minimum targets at the time of investment:
•
a weighted average unexpired lease term (“WAULT”) in excess of 10 years;
•
at least 75% of the gross passing rent being from leases with rent reviews linked to a commonly used measure of inflation (typically RPI or CPI);
•
at least 50% of the gross asset value (“GAV”) of properties being in alternative and specialist sectors; and
•
over 90% of properties being freehold or very long leasehold (over 100 years).
Whilst each acquisition is made on a case-by-case basis, properties typically offer the following characteristics:
•
a value of between £2 million and £30 million;
•
existing tenants with strong business fundamentals and profitable operations;
•
depth of tenant/operator demand;
•
alternative use value;
•
current passing rent close to or below rental value; and
•
long-term demand drivers, including demographics, use of technology or built-for-purpose real estate.
The Group may invest in commercial properties or portfolios of commercial property assets which, in addition, include ancillary or secondary
utilisations.
The Group may invest in corporate and other entities that hold property and the Group may also invest in conjunction with third party investors.
The Group may engage in full or partial interest rate hedging or use derivatives to seek to mitigate the risk of interest rate increases as part of the
Group’s portfolio management.
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Annual Report & Financial Statements 2024
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
GENERAL
Investment limits
The Group will invest and manage its assets with the objective of spreading investment risk through the following:
•
Investment in a single property limited to 15% of GAV (measured at the time of investment).
•
Exposure to a single tenant covenant will be limited to 15% of GAV.
•
The Group may commit up to a maximum of 10% of its GAV (measured at the point of capital commitment) in development activities.
•
Investment in unoccupied and non-income producing assets will, at the time of investment, not exceed 5% of Estimated Rental Value (“ERV“).
The Group will not invest in other closed-ended investment companies.
If the Group invests in derivatives for the purposes of efficient portfolio and cash management, the total notional value of the derivatives at the time
of investment will not exceed, in aggregate, 20% of GAV.
Borrowings
The Group may utilise borrowings with a view to enhancing returns over the medium term. Borrowings, where utilised, will be on a limited recourse
basis for each investment on all or part of the total portfolio and will not exceed 40% of GAV (measured at drawdown) of each relevant investment
or of the portfolio.
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Annual Report & Financial Statements 2024
Registered address
Alternative Income REIT PLC
18th Floor,
the Scalpel,
52 Lime Street,
London
EC3M 7AF