Berkeley annual report 2007 Contents ifc Strategic goals and Business drivers ifc Key performance indicators 1 Scheme of arrangement and Financial highlights 3 Business review - Chairman’s statement 6 Business review - Managing Director’s review 18 Business review - Finance Director’s review 22 Business review - Environmental and social report 28 Board of directors and advisers 30 Directors’ report 33 Remuneration Committee report 45 Corporate Governance report 50 Auditors’ report on the Consolidated financial statements 51 Consolidated income statement 52 Consolidated balance sheet 53 Consolidated cash flow statement 54 Notes to the Consolidated financial statements 78 Auditors’ report on the Company financial statements 79 Company balance sheet 80 Notes to the Company financial statements 84 Five year summary 85 Financial diary Scheme of arrangement Financial highlights With £820 million of cash generated over Balanced sustainable results the last 3 years before payments to Profit before Net assets per Return on shareholders, the continued enhancement tax (£m) share (adding average of the Group’s unrivalled land bank and the back B share capital strong forward sales position, the Board redemptions) employed (p) (ROCE) (%) has sufficient visibility and confidence to 188.1 28.1 seek shareholder approval for the 165.1 24.0 acceleration of the remaining B shares. Return of capital to shareholders 697 649 2004 B share £5 – Paid on 3rd December 2004 06 07 06 07 06 07 B share redemption 2006 B share £2 – Paid on 8th January 2007 2008 B share £2 – Original scheduled payment date of January 2009 – Proposed payment date of January 2008 2010 B share £3 – Original scheduled payment date of January 2011 – Proposed payment date to be determined, but no later than the original scheduled payment date of January 2011 Total £12 www.berkeleygroupwww.berkeleygroup.co.uk 1 Strategic Business Measuring our goals drivers performance • Operate in the vanguard of • Uniquely experienced and • Customer satisfaction and sales the urban regeneration industry by committed management team • Balanced sustainable results creating sustainable communities • Astute financial management • Delivering our promise to shareholders • Maximise shareholder value • Responsible business culture • Driving environmental performance and deliver the scheme of • Unrivalled landbank • External recognition arrangement payments • Planning and design expertise • Deliver balanced results that coupled with disciplined delivery generate sustained cashflow • Strong brands • Manage risk in a cyclical industry • Creative partnerships • Optimise our land bank Gunwharf Quays, Portsmouth It combines 900 residential units (of An historic naval site, Berkeley • which 126 are for key-workers) with over • transformed Gunwharf Quays into one of 475,000 ft2 of commercial space that Europe’s largest mixed-use developments. includes 95 designer outlets, 20 bars A multi-phase development, the and restaurants, a 130 bedroom hotel, • regeneration of Gunwharf Quays has a 14-screen cinema and 30,000 ft2 of relaunched Portsmouth as a landmark office space waterfront destination Winner of the BURA Crystal Award for • Best Practice in Regeneration Key Performance Indicators £102.0 million cash generated £81.0 million net cash 100% brownfield land before £241.6 million 2006 B share at the year-end (2006: £220.6 million) used on completed developments over redemption on 8th January 2007 the last 2 years 30,128 plots in the land bank £936.3 million of 89.7% of our customers up from 23,819 at last year-end forward sales would recommend Berkeley to a friend up from £793.3 million last time Imperial Wharf, London A new riverside community spanning 32 • acres of previously derelict and neglected waterfront space The development comprises some 1,800 • homes set around a landscaped 10 acre park, as well as over 300,000 sq ft of commercial space Winner of the London Planning Award • for Best Built Project Contributing to London’s Future Business review - Chairman’s statement Optimising value for all stakeholders Roger Lewis Chairman Environment With regard to the future strategy, the than the £165.1 million reported for the reholde Sha rs Board is seeking to replicate the key same period last year, an increase of 13.9%. People features of the Scheme of Arrangement to Sustainable preserve the environment in which its Basic earnings per share from continuing urban entrepreneurial management team has operations totalled 112.6 pence, an regeneration concentrated on maximising returns to increase of 11.4% on the 101.1 pence shareholders through its focus on reported for the same period last year. Partners optimising Berkeley’s land holdings and cash generation as opposed to the income Over the year, total equity has reduced by statement. This strategy is founded on the £55.6 million to £781.6 million (April 2006 Board’s belief that the business has a – £837.2 million) and net assets per share natural size, and is not scaleable in the by 48 pence (6.9%) from 697 pence to I am delighted that, at the same time traditional sense due to the complexities of 649 pence. The 48 pence reduction is due as announcing these exceptional results, developing and delivering sustainable to the £241.6 million 2006 B share I can also announce our proposals for mixed-use urban regeneration schemes. redemption in January 2007 (200 pence), the next phase of Berkeley’s strategy. Attention to detail and quality together with offset by the profit after tax for the year of devoting the necessary amount of time and 112.6 pence; the revaluation reserve arising Scheme of Arrangement and 2007 management to every aspect of the from fair valuing the 50% of St James’ net Strategic Review development cycle for each site is the key assets already owned at acquisition (16.9 In June 2004 Berkeley announced its to delivering value to shareholders and pence); and factors relating to accounting proposals to return £12 per share to creating the inspiring sustainable for pensions and share based payments shareholders in conjunction with its future communities that we, our customers and (22.5 pence). strategy to focus on its urban regeneration other stakeholders demand. business. This was approved by shareholders At 30th April 2007, Berkeley had net cash and effected by a Court approved Scheme As a result, following the completion of the of £81.0 million (April 2006 – £220.6 of Arrangement in October 2004 which £12 per share Scheme of Arrangement million) after generating £102.0 million of created four tranches of B shares. To date, payments, the Board is proposing to make cash flow in the year before the £241.6 and in line with the original payment annual dividend payments at a cover ratio million 2006 B share payments in January schedule, £7 per share has been returned of less than 2 times. This will ensure 2007; a net reduction of £139.6 million. to shareholders with the remaining £2 and shareholders continue to see immediate £3 per share scheduled for payment in benefit from the Group’s strategy, while Return on capital employed for the year was January 2009 and 2011 respectively. allowing the Board to maximise short term 28.1% compared to 24.0% last time. opportunities under an unambiguous long Since 1st May 2004, the time of the term strategy. Sustainability strategic review that led to the Scheme of Although our focus remains the same, Arrangement, Berkeley has generated some The Board believes that it is appropriate to much has changed in the fifteen years £820 million of cash before payments to consult with shareholders on the since Berkeley took the decision to place shareholders, demonstrating the underlying remuneration policy to bring this in line its business in the centre of towns and strength of the Group and its ability to with the proposed acceleration of the cities. Above all there has been a step- generate cash and meet its strategic remaining B shares and, looking forward, to change in the way in which our society objectives. This, coupled with the strong put in place a new policy aligned to the thinks about the impact of what we do. forward sales position, has provided the next phase of Berkeley’s strategy. Keeping pace with this growing concern Board with the opportunity to review the Accordingly, the Board will consult with with the legacy we create for future timing of the remaining B share payments shareholders on its proposals during July generations has played a central role in and consider the most appropriate strategy and August in advance of the AGM. Berkeley’s success; we have never for Berkeley once the B shares are paid. The underestimated the scale of our conclusion of this review is that approval will Results responsibilities and remain passionate be sought at the Annual General Meeting on about meeting the challenges in the way 5th September 2007 to accelerate the £102.0 million of cash that is expected of us. Consequently, the payment of the 2008 B share (£2 per generated before 2006 principles of sustainability have been, for share) by 12 months to the beginning of some time, a driving force of what we do January 2008 and to pay the final (2010) B B share redemption and how we do it. Bringing derelict share of £3 per share at a date to be Berkeley is delighted to announce a pre-tax brownfield land back to life is inherently determined but no later than the original profit of £188.1 million for the year ended positive, but we are spurred forwards by a scheduled date of January 2011. 30th April 2007. This is £23.0 million more desire to further understand the reality of www.berkeleygroup.co.uk 3 Business review - Chairman’s statement continued implementing our policies, not just in the long-term in a way that in turn helps embedded culture is what sets Berkeley strategic terms, but on a day-to-day basis.