2020 Annual Report & Accounts
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Capital & Counties Properties PLC ANNUAL REPORT & ACCOUNTS 2020 INTRODUCTION WELL-POSITIONED STRATEGIC REPORT About Capco 2 Our estate 4 FOR RECOVERY Operational highlights 6 Chairman’s statement 8 Chief Executive’s review 11 Capital & Counties Properties PLC (Capco) is one Purpose, business model and strategy 15 of the largest listed property companies in central Stakeholder engagement 16 London. Our key asset is the landmark Covent Key performance indicators 22 Garden estate. We create and grow value through Principal risks and uncertainties 24 a combination of creative asset management and Operating review 34 strategic investment. Financial review 48 Responsibility 58 p.4 PRIME ASSETS GOVERNANCE A focus on prime central London, centred around the landmark Covent Garden estate Board of Directors 74 Capco has 25.2% interest in Shaftesbury PLC Corporate governance report 76 Audit Committee report 83 p.15 Nomination Committee report 87 CLEAR AND FOCUSED STRATEGY Directors’ Remuneration report 90 Driving rental growth and capital value appreciation Directors’ report 105 Creative asset management and investment to drive expansion and change p.16 ENGAGING WITH OUR STAKEHOLDERS Working collaboratively with and understanding the needs of our stakeholders FINANCIAL STATEMENTS Directors’ responsibilities 107 p.48 Independent auditor’s report 108 STRONG CAPITAL STRUCTURE Financial statements 118 Conservative leverage and substantial liquidity Notes to the accounts 123 Other information 175 p.74 Board and advisers 184 EXPERIENCED MANAGEMENT Glossary 185 Strong track record Shareholder information 188 Strategic report Strategic report Governance Financial statements 1 Governance Financial statements www.capitalandcounties.com WHO WE ARE ABOUT CAPCO A PRIME CENTRAL LONDON REIT DRIVING LONG-TERM VALUE CREATION CENTRED AROUND OUR LANDMARK COVENT GARDEN ESTATE COVENT GARDEN £1,825m 73% PORTFOLIO -27% Lfl VALUATION1 £2.5bn OTHER INVESTMENTS £669m Shaftesbury investment £552m 22% Lillie Square2 £117m 5% COVENT GARDEN PORTFOLIO RETAIL FOOD & BEVERAGE OFFICE RESIDENTIAL LEISURE 0.4m sq ft 0.2m sq ft 0.2m sq ft 0.2m sq ft 0.1m sq ft 50% 21% 15% 10% 4% % OF PORTFOLIO VALUE LETTABLE SPACE BUILDINGS UNITS 1.1m sq ft 75 526 1. Includes Capco’s property interests and its investment in Shaftesbury shares. 2. Includes Capco’s interests in the Lillie Square joint venture and properties in the adjacent area. 2 Capco Annual Report & Accounts 2020 Strategic report PURPOSE Our purpose is to invest in and create world-class places, focusing on central London. Using our vision, long-term approach and responsible stewardship, we deliver economic and social value and generate benefits for our stakeholders. COMPETITIVE STRENGTHS PRIME ASSETS EXPERIENCED LEADERSHIP STRONG CAPITAL STRUCTURE A focus on prime central London, Experienced management team Resilient and flexible financing, centred around the landmark with a strong track record characterised by low leverage and Covent Garden estate in the heart of leading the Group high liquidity, together of London’s West End. in delivering its strategy. with disciplined approach to capital allocation. For more on our assets, For more on our leadership, For more on our capital structure, Governance see page 4. see page 74. see page 48. SUSTAINABILITY EFFECTIVE GOVERNANCE DYNAMIC CULTURE Delivering positive environmental The framework of oversight, High-performance and and social outcomes that enhance controls and reporting provided entrepreneurial culture, reflective value for our stakeholders. by Capco’s governance structure of our business strategy where supports the business and allows innovation and creativity are Capco to operate with transparency promoted across the business. to achieve its objectives. For more on our sustainability, For more on our governance, For more on our culture, see page 58. see page 76. see page 68. FINANCIAL STRENGTH Financial statements GROUP NET ASSETS GROUP NET DEBT TO GROSS ASSETS £1.8bn 28% COVENT GARDEN LOAN TO VALUE COVENT GARDEN NET DEBT 19% £352m 2020 FINANCIAL RESULTS NET RENTAL INCOME* £16m TOTAL RETURN -27.2% UNDERLYING EARNINGS PER SHARE -0.7p TOTAL SHAREHOLDER RETURN -44.3% EPRA NET TANGIBLE ASSETS PER SHARE 212p TOTAL PROPERTY RETURN -24.4% * Underlying NRI (Covent Garden) £44.1m. See page 22-23 where we discuss our alternative performance measures. www.capitalandcounties.com 3 OUR ESTATE WORLD-CLASS ESTATE IN THE FITZROVIA RD HEART OF IDGE FITZROVIA ʼS BR MARYLEBONE OP BISH LONDON’S HOLBORN SEVEN WEST END DIALS SOHO ST MARTIN’S PROVEN LONG-TERM FUNDAMENTALS COURTYARD OPERA QUARTER Near-term disruption but well-positioned for recovery CARNABY SOHO MAYFAIR LONDON – A GLOBAL CITY CHINA TOWN Contributes c.23% to UK Gross Value Added COLISEUM Attracts talent and investment from around the world 350m domestic and international visitors per annum HEART OF THE WEST END 24/7 economy High-performing retail and leisure destination in London SOUTHBANK Over 200m domestic and international visits per annum COVENT GARDEN – A WORLD-CLASS ESTATE Mixed-use estate with global recognition in the heart of central London Scale and concentrated ownership High quality footfall location Here since 1654, rich in heritage with vibrant culture and events KEY Attracting differentiated flagship, independent and London first brands Capco Ownership Shaftesbury Ownership The landowners’ map is indicative Note: figures relate to pre-COVID-19 environment Capco holds a 25.2 per cent interest in Shaftesbury PLC 4 Capco Annual Report & Accounts 2020 D R ʼS G N KI D R ʼS G N KI FITZROVIA RD IDGE FITZROVIA ʼS BR MARYLEBONE OP BISH HOLBORN SEVEN DIALS SOHO ST MARTIN’S COURTYARD OPERA QUARTER CARNABY SOHO MAYFAIR CHINA TOWN COLISEUM SOUTHBANK PORTFOLIO LETTABLE SPACE BUILDINGS UNITS VALUATION £1.8bn 1.1m sq ft 75 526 www.capitalandcounties.com 5 D R ʼS G N KI D R ʼS G N KI OPERATIONAL HIGHLIGHTS 2020 YEAR IN REVIEW DESPITE THE IMPACT OF COVID-19, SIGNIFICANT PROGRESS ACHIEVED ACROSS THE BUSINESS PROMOTING INNOVATING ACROSS AIR QUALITY IN DIGITAL CHANNELS COVENT GARDEN A new digital programme Environmental charity launches, bringing the best of Hubbub opens an interac- Covent Garden into consumers’ tive ‘Pollution Pavilion’ on homes. Social media followers the East Piazza in collabora- and engagement continue to grow tion with artists Climate and across all channels. New Covent Cities and King’s College Garden website launches ahead London; the installation of Christmas. helps visitors visualise differ- entiating air pollution levels. PRIORITY SAFETY PROGRAMME OF AND SECURITY ART & CULTURE MEASURES The estate is animated with a Lockdown measures series of engaging installations introduced on 23 March. and activities to drive consumer Enhanced security and interest. British artist Anthony cleaning measures are Burrill unveils an outdoor art implemented. installation, with the words Love, Hope & Joy. A series of open air health and fitness classes launch, a summertime ice cream festival is held. JANUARY FEBRUARY MARCH APRIL MAY JUNE COVID-19 1st national Non-essential key timeline lockdown retail reopens NEW BRANDS JOIN ACQUISITION OF COVENT GARDEN SIGNIFICANT STAKE IN FITZROVIA SHAFTESBURY PLC Floral Street MwelcomesARYLEBONE FITZROVIA new destination lifestyle HOLCapcoBORN acquires over 25% SEVEN concepts including A.P.C. and DIALS interest in Shaftesbury PLC American Vintage. British SOHO consistent with Capco’s ST MARTIN’S COURTYARD OPERA QUARTER brand Lulu Guinness opens CARNABY SOHO strategy to invest in attractive on King Street. On HenriettaMAYFAI R opportunities on or near the CHINA TOWN Street, Big Mamma agrees COLISEUM Covent Garden estate. terms for a new flagship and The Henrietta Hotel expands. SOUTHBANK POSITIVE PROGRESS PEDESTRIANISATION ON PHASE 2 AND AL FRESCO HANDOVERS DINING Ninety-four units Covent Garden’s welcom- handed over at Lillie ing open air environment Square, representing enhanced. Pedestrianisa- approx. £116 million tion of additional streets of net proceeds (£58 in partnership with WCC million Capco share). and 500 incremental covers added. 6 Capco Annual Report & Accounts 2020 FURTHER SIGNINGS TO NEW OPENINGS Strategic report THE ESTATE Four new openings Ganni opens on Floral Street, in December: Kick signings from NaNas, Vashi, Game, Neuhaus, Neuhaus and Bubblewrap. The Mackintosh and dining offering is enhanced Floozie Cookie. with the introduction of Asma Khan’s, Darjeeling Express and The Gentlemen Baristas. ADDITIONAL COVENT GARDEN CHRISTMAS INVESTMENT IN Covent Garden auctions over 40 SHAFTESBURY PLC lots and raises over £15k, with all £65 million investment proceeds going to Only A Pavement in new Shaftesbury Away to help the homeless. Covent shares at 400p. The Garden is London’s most dazzling investment is priced neighbourhood, with daily snowfall Governance attractively in view of on the Piazza throughout December. the long-term pros- An immersive LEGO installation is pects and resilience of hosted on the East Piazza. Covent prime central London. Garden hosts its first ever Mulled Wine Festival. JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER F&B 2nd national Retail and F&B reopen. Eat Out to Rule of 6 and F&B Tier system introduced, operators lockdown for London placed in Tier 4 Help Out launches curfew introduced London placed in Tier 2 reopen four weeks from 20 December ESTATE ANIMATION EXCHANGEABLE BOND Covent Garden, the £275 million raised through issuance of Royal Opera House and bonds, exchangeable into Shaftesbury Luna Cinemas partner shares or cash. to offer