2012 Annual Report & Accounts
Total Page:16
File Type:pdf, Size:1020Kb
ANNUAL REPORT 2 012 & ACCOUNTS The Directors present the Annual Report for the year ended 31 December 2012 which includes the business review, governance report and audited financial statements for the year. References to ‘SEGRO’, the ‘Group’, the ‘Company’, ‘we’, or ‘our’ are to SEGRO plc and/or its subsidiaries, or any of them as the context may require. Pages 1 to 67, inclusive, of this Annual Report comprise a Directors’ Report that has been drawn up and presented in accordance with English company law and the liabilities of the Directors in connection with that Report shall be subject to the limitations and restrictions provided by such law. The Annual Report contains forward looking statements. For further information see the inside back cover. OVERVIEW SEGRO is a leading owner, asset CONTENTS manager and developer of modern OVERVIEW warehousing, light industrial and 02 Highlights 03 Chairman’s Statement data centre properties, with £4.7 PERFORMANCE REVIEWPERFORMANCE 04 SEGRO Today 08 Strong Demand Drivers for billion of assets (including our share Modern Warehouse Space of joint venture assets) principally PERFORMANCE REVIEW 10 Chief Executive’s Review concentrated in London’s Western 11 Progress Against our Strategic Priorities Corridor (including the Thames 18 Key Performance Indicators Valley) and in key conurbations in 20 A Strong Year for New GOVERNANCE CORPORATE Development Projects France, Germany and Poland, as well 22 Building Critical Mass in the Logistics Market as suburban office buildings in the 24 Corporate Responsibility Review 32 Financial Review Thames Valley, Brussels and Milan. 40 Principal Risks and Uncertainties GOVERNANCE The Group serves over 1,300 44 Board of Directors 46 Governance Report customers spread across a diverse 52 Nomination Committee Report FINANCIAL STATEMENTS 54 Audit Committee Report range of industry sectors. It has 5.3 57 Remuneration Committee Report 66 Other Statutory Information million square metres of built space 67 Statement of Directors’ Responsibilities and a passing rent roll of £318 million. FINANCIAL STATEMENTS 68 Independent Auditor’s Report to the Members of SEGRO plc 69 Group Income Statement 69 Group Statement of Comprehensive Income 70 Balance Sheets 71 Statements of Changes in Equity 73 Cash Flow Statements 74 Notes to the Financial Statements 104 Five-Year Financial Results 105 Further Information 106 Shareholder Information 107 Glossary of Terms SEGRO is A real estate investment trust (reit) and is listed on the london stock EXchange A Real Estate Investment Trust (REIT) is a qualifying entity which has elected to be treated as a REIT for tax purposes. In the UK, such entities must be listed on a recognised stock exchange, must be predominantly engaged in property investment activities and must meet certain ongoing qualifications. Entities which elect for REIT status are exempt from UK corporation tax on the profits of their UK property rental business, provided that they distribute 90 per cent of these to shareholders. SEGRO plc and its UK subsidiaries elected for REIT status with effect from 1 January 2007. PB SEGRO ANNUAL REPORT & ACCOUNTS 2012 www.segro.com 001 OUR HIGHLIGHTS OUR PORTFOLIO EPRA PROFIT BEFORE TAX1 EPRA EARNINGS PER SHARE4 ASSET TYPE £144.9 million 19.3 pence 144.9 19.3 138.5 18.4 127.3 17.1 12 12 11 11 10 10 24% LARGER LOGISTICS WAREHOUSES 48% SMALLER WAREHOUSES AND LIGHT INDUSTRIAL BUILDINGS 6% DATA CENTRES 2 5 12% OFFICES PROFIT/(LOSS) BEFORE TAX TOTAL DIVIDEND PER SHARE 3% OTHER BUSINESS SPACE 7% LAND AND DEVELOPMENTS £(202.2) million 14.8 pence 14.8 197.2 14.8 14.3 GEOGRAPHICAL SPLIT 12 11 10 (53.6) 12 11 (202.2) 10 PORTFOLIO VALUE3 EPRA NET ASSET VALUE PER SHARE4 35% GREATER LONDON, UK £4.7 Billion 294 pence 31% THAMES VALLEY AND NATIONAL LOGISTICS, UK 5.3 5.1 376 9% GERMANY 4.7 340 11% FRANCE 294 7% POLAND 7% OTHER 12 12 11 11 10 10 1 As referred to in note 2 of the financial statements 2 Includes property valuation movements 3 Includes Group share of properties held within joint ventures 4 As referred to in note 14 of the financial statements 5 As referred to in note 13 of the financial statements 002 SEGRO ANNUAL REPORT & ACCOUNTS 2012 OVERVIEW There have also been some challenges during the year. In July, Neckermann, the Frankfurt-based mail order company, filed CHAIRMAN’S for insolvency. This has affected the valuation of the asset and will see the loss of about £12 million of income in 2013. STATEMENT Additionally, our EPRA net asset value per share has reduced to 294 pence per share, compared with 340 pence a year ago. Whilst our core warehousing, light industrial and data centre property valuations have remained very resilient, our non-core assets (including the Neckermann site) and our suburban offices in the South East of the UK with shorter lease lengths REVIEWPERFORMANCE have seen a significant reduction in their valuation. These adverse property valuation movements resulted in our loan to value ratio increasing from 49 per cent to 51 per cent. We remain committed to reducing our leverage over time but continue to believe this objective should be balanced against opportunities for profitable investment in the near to mid-term. Overall, it has been a successful year for the Group and we have made good progress towards our goal of creating a leading income-focused REIT. The Board is thankful to all employees for their hard work and diligence in delivering these results. GOVERNANCE CORPORATE Dividend The recommended final dividend of 9.9 pence per share (2011: 9.9 pence) will be paid as a Property Income Distribution, giving a total dividend for the year of 14.8 pence (2011: 14.8 pence). The final dividend will be paid on 26 April 2013 to shareholders on the register at the close of business on 22 March 2013. As previously stated, the Board expects to at least maintain the dividend throughout the reshaping process, and is committed to a progressive dividend policy OVERVIEW in the longer term. The Board continues to offer a Dividend Reinvestment Plan 2012 has been a year focused on for the 2012 final dividend. FINANCIAL STATEMENTS delivering against our strategic objectives, Board Changes set out in November 2011, to reshape the In September 2012 we announced the appointments of Christopher Fisher and Margaret Ford as Non-Executive portfolio and drive operational excellence Directors, with effect from 1 October 2012 and 1 January across the business. Against those 2013, respectively. Both have a broad range of experience and are providing valuable input to the Board. objectives, we have made good progress. Andrew Palmer, Senior Independent Director, and Chris Firstly, we have achieved £700 million of non-core asset Peacock, Chairman of the Remuneration Committee, will retire disposals since January 2012 (including £152 million of from the Board at our AGM in April 2013, both having served disposals after the year end), which exceeded our own initial nine years as Non-Executive Directors. On behalf of the Board, expectations and included the sale of three of the six large I thank them both for their wise counsel and contributions non-strategic assets identified as part of our strategic review. to the business over that time. Margaret Ford will become the Senior Independent Director and Chairman of the Secondly, in line with our strategy, we have reinvested some Remuneration Committee after the AGM. of the disposal proceeds into the acquisition of two logistics portfolios and into a number of profitable development projects. Thirdly, we reduced net borrowings by £213 million to NIGEL RICH CBE £2,090.3 million, before taking into account the additional Chairman sale proceeds received since the year end. We have also been delivering on our commitment to build critical mass using third party capital, having partnered with Moorfield Group to acquire one of the two logistics portfolios referred to above. Lastly, despite the challenging economic conditions, we have continued to deliver strong operational results during the year. Our core portfolio is concentrated in the most resilient areas in the UK, France, Germany and Poland and this, combined with the limited supply of good-quality product in those markets, has supported good levels of occupancy, despite the wider unsettled macro-economic conditions. As a result of this, and the expertise and commitment of our team, EPRA earnings per share has increased by 4.9 per cent to 19.3 pence. www.segro.com 003 OVERVIEW SEGRO TODAY OUR STRATEGY In November 2011, we set out our strategy to address areas of historical underperformance and deliver better future returns to our shareholders. REVIEWPERFORMANCE Our ambition is to be the best owner-manager and developer of ‘industrial’ properties in Europe and a leading income-focused REIT. We are aiming to deliver attractive returns for shareholders in the form of a low-risk, progressive dividend stream, supported by long-term growth in net asset value per share. In order to achieve that vision, we are creating a portfolio comprised GOVERNANCE CORPORATE predominantly of modern warehousing, light industrial and data centre assets which are well specified and located, with good sustainability credentials, and which will benefit from a low structural void rate and relatively low-intensity asset management requirements. These assets will be concentrated in the strongest sub-markets which have attractive property OUR BUSINESS market characteristics, including good growth prospects and limited supply availability, where we already have, or can achieve, critical mass. We believe such a portfolio should deliver attractive, low risk income returns, with above SEGRO is a leading owner, asset manager and average rental and capital growth when market conditions are positive and show resilience in a downturn.