Annual Report and Accounts 2012 Reportannual Accounts And
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THE UK’S LEADING REGENERATION SPECIALIST THE UK’S LEADING REGENERATION Annual Report and Accounts 2012 ReportAnnual Accounts and St. Modwen Properties PLC Annual Report and Accounts 2012 St. Modwen Properties PLC Annual Report and Accounts 2012 Introduction St. Modwen is the UK’s HOW WE HAVE PERFORMED leading regeneration Prot before all tax £m Trading prot £m specialist. The Company 52.8 operates across the full 51.7 25.5 22.8 38.2 spectrum of the property 17.4 industry from a network of seven offices, a residential business and 2010 2011 2012 2010 2011 2012 through joint ventures Equity net assets per share p Gearing (on balance sheet) % with public sector and 73 72 71 251 industry leading partners. 232 213 Non-statutory information As the Group utilises a number of joint venture arrangements, additional disclosures are provided to give a better understanding of our business. These include information on the Group including its share of joint ventures together with non-statutory measures such as trading profit and profit before 2010 2011 2012 2010 2011 2012 all tax. A full reconciliation of such measures is provided in Note 2 to the Group Financial Statements. C ONTENTS Overview Corporate Governance Financial Statements Additional Information IFC Introduction 64 The Board 99 Independent Auditor’s Report 149 Glossary of Terms 01 What we do 67 Corporate Governance Report 100 Group Income Statement 151 Notice of Annual General 02 Where we operate 76 Audit Committee Report 101 Group Balance Sheet Meeting 04 Our Business Model 79 Nomination Committee Report 102 Group Statement of 158 Information for Shareholders 14 Our Strategy 81 Directors’ Remuneration Report Comprehensive Income 95 Other Governance and 102 Group Statement of Changes Business Review Statutory Disclosures in Equity 98 Statement of Directors’ 103 Group Cash Flow Statement 18 Chairman’s Statement Responsibilities 104 Accounting Policies 20 Chief Executive’s Review 110 Notes to the Accounts 22 Residential 138 Company Balance Sheet 28 Commercial Land 139 Notes to the Company Accounts and Development 147 Independent Company Auditor’s 32 Income Producing Properties Report 36 Major Project Opportunities 148 Five Year Record 44 Our Partnerships 46 Financial Review 54 Risks and Uncertainties 58 Corporate Social Responsibility For further detail on our business please visit: www.stmodwen.co.uk 01 St. Modwen Properties PLC Annual Report and Accounts 2012 What we do RESIDENTIAL We acquire sites with potential for residential development and add value to the land throughout the development process, realising value through three routes to market: – Residential land sales – Persimmon joint venture – St. Modwen Homes Our residential portfolio makes up 37% of our land bank by value, Overview of which 50% is located inside the M25. Across the entire portfolio, we have planning permission or allocations within local plans for circa 21,000 plots. For more detail see page 22 COMMERCIAL LAND AND DEVELOPMENT Review Business Our commercial land portfolio makes up 12% of our land bank. We acquire this land at reduced capital outlay and then manage its development through the remediation and planning process, taking advantage of local market conditions to release the land for development at the most appropriate time. Corporate Governance Corporate For more detail see page 28 INCOME PRODUCING PROPERTIES Comprising industrial, retail and office assets our income producing portfolio makes up 51% of our land bank. All assets in this portfolio are held with a view to generating significant future value but we do make sure that a major proportion generates Financial Statements Financial income prior to development and in doing so, typically covers the running costs of the Group’s business. For more detail see page 32 Additional Information Additional Front Cover: The 85,000 sq ft Tesco store completed at the end of 2012 and which sits at the heart of the £50m regeneration of Hednesford Town Centre, Cannock. 02 St. Modwen Properties PLC Annual Report and Accounts 2012 Where we operate STRATEGICALLY POSITIONED Our diverse UK-wide portfolio and our 5,800 acre land bank are controlled by highly skilled professionals via a network of seven offices and a residential business, located across the country. This provides us with local knowledge and expertise that keeps us in tune with the needs of the local community and ensures that we remain politically and economically sensitive to each individual area. A third of our portfolio is in London and the South East where around 50% by value of our residential assets are also located. Of our major project opportunities, two are located in London, one in South Wales and one in Birmingham. YORKSHIRE AND NORTH EAST NORTH WEST NORTH STAFFORDSHIRE MIDLANDS NORTHERN HOME SOUTH WEST COUNTIES AND SOUTH WALES 4 4 1 2 3 1 2 3 LONDON AND SOUTH EAST North Midlands South West and South Wales Northern Home Countries London and South East 03 St. Modwen Properties PLC Annual Report and Accounts 2012 MAJOR PROJECT OPPORTUNITIES NEW COVENT GARDEN MARKET We have signed the contract with the Covent Garden Overview 1 Market Authority to redevelop the New Covent Garden Market site in Nine Elms, London. This is one of the most high profile schemes in our development portfolio and the largest scheme within the regeneration of the Nine Elms area, putting us firmly on the map as a major player in the London market. For more detail see page 36 Business Review Business SWANSEA UNIVERSITY Swansea University has now selected St. Modwen as 2 its development partner to deliver the £150m first phase of the New Science and Innovation Campus – a milestone development project for South Wales and a major plank in St. Modwen’s development pipeline. Corporate Governance Corporate For more detail see page 38 ELEPHANT & CASTLE Providing the centrepiece of the wider 220 acre master- 3 planned regeneration for the Southwark area, we have now commenced the process to redevelop this landmark project which will provide up to 350,000 sq ft of new retail and leisure space and around 1,000 new homes. Financial Statements Financial For more detail see page 40 LONGBRIDGE This significant scheme is located on the site of the former 4 MG Rover car manufacturing facility and comprises 468 acres. Following an intensive four year remediation Information Additional programme, we have completed development of more than 150,000 sq ft of office and industrial space which is over 95% occupied. We have also delivered the 250,000 sq ft Bournville College which opened in September 2011 and the £5m youth centre known as The Factory. With works well advanced on phase one of the £70m town centre, we have recently submitted a planning application for phase two. For more detail see page 42 04 St. Modwen Properties PLC Annual Report and Accounts 2012 Our Business Model THE LAND BANK An actively managed ‘bank’ of assets and pipeline of development opportunities (principally acquired in their raw un-remediated state) and a key driver of future growth. RECUrrING INCOME Core rental and other income on assets awaiting redevelopment underpin the running costs of the Group, ensuring that commitments can be met if development profits are reduced. ASSET MANAGEMENT Creating value through a full-cycle approach to property development which leverages St. Modwen’s: • expertise in managing retained sites to maximise income • expertise in site assembly, public consultation and navigating a wide range of complex and long-term projects through the planning process • ability to assess and manage remediation risk. DELIVERY Adding value to sites via remediation and regeneration and in turn transforming once run down areas into thriving destinations which have a positive impact socially, environmentally and economically. As part of this, building out pre-let and speculative buildings in response to market conditions, creating a stream of assets to be sold once no further significant value can be added, thereby providing recycled capital for new schemes. 05 St. Modwen Properties PLC Annual Report and Accounts 2012 BUSINESS MODEL GENERATES REGULAR INCOME AND DRIVES Overview PORTFOLIO VALUE INVEST DIVIDEND ST. MODWEN ASSETS PAYMENT Business Review Business RETAINED INCOME INCOME COMMERCIAL LAND PRODUCING RESIDENTIAL AND DEVELOPMENT RECEIVE CASH 51% 37% 12% Corporate Governance Corporate GENERATE INCOME AND SCHEME EITHER COVER COSTS PRE-SOLD OR MARKETED REMEDIATE LAND SALES LAND REGENERATE REGENERATE REGENERATE PERSIMMON JV, JV, PERSIMMON ST. MODWEN HOMES, HOMES, MODWEN ST. CONSTRUCTION EXPERTISE Statements Financial PLANNING AND CHANGE OF USE EXPERTISe – DEVELOPMENT FINISHED SCHEME ADD VALUE THROUGH THE PLANNING PROCESS SCHEMES Additional Information Additional 06 St. Modwen Properties PLC Annual Report and Accounts 2012 THE LAND BANK OKur U -wide 5,800 acre land bank provides us with flexibility to move with market demands and focus on those opportunities that generate the most value at any one time. Pictured: Glan Llyn, Newport, South Wales – Demonstrating our active land bank, since acquiring this 600 acre site from Corus in 2004, we have secured planning permission for the redevelopment of this former steelworks site into a £1bn major new community comprising 4,000 homes, 1.5m sq ft of employment space, education facilities and leisure and retail accommodation. This 20 year phased project is set to create around 6,000 jobs. We have also carried out a planned and phased programme of remediation and with works now complete, Persimmon has started on site with the first phase of 307 homes as part of our joint venture partnership. • By taking a long-term LAND BANk – view, we acquire land DEVELOPAble aCRES at low cost and then maximise its potential 5,801 by working our assets hard, remediating land and securing planning gain. Then at an appropriate time we either dispose of the asset or take on the development ourselves, or in joint venture.