A Transformational Year of Growth for the Company Following the Completion of the All-Share Merger with Medicx Fund Limited (“Medicx”) on 14 March 2019
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Primary Health Properties PLC Primary Health Properties PLC Annual Report 2019 Annual Report 2019 A transformational year of growth “ 2019 has been a transformational year in PHP’s history following the completion of the all-share merger with MedicX in March 2019, bringing together two high quality and complementary portfolios in the UK and Ireland. The business provides a much stronger platform for the future and has already created significant value delivering a total shareholder return of 49.2% in the year. We have also delivered the operating synergies of £4.0 million per annum outlined at the time of the merger, as well as a 50bp reduction in the average cost of debt. We have continued to selectively grow the enlarged portfolio, particularly in Ireland where we believe there is a significant opportunity, and further strengthened the balance sheet with a successful, oversubscribed £100 million equity issue, £150 million unsecured convertible bond issue and €70 million Euro-denominated private placement loan note. PHP’s high quality portfolio and capital base have helped to deliver another year of strong earnings performance and our 23rd consecutive year of dividend growth. Continuing improvements to the rental growth outlook and further reductions in the cost of finance will help to maintain our strategy of paying a progressive dividend to shareholders which is fully covered by earnings, as we look forward to the future with confidence.” Harry Hyman Managing Director Strategic report Corporate governance Financial statements Further information Contents 42 Board activity 84 Independent auditor’s report 133 Shareholder information 01 Highlights 44 Board of Directors 93 Group statement of 134 Advisers and bankers 02 At a glance 49 Corporate governance report comprehensive income 135 Glossary of terms 03 Investment case 62 Audit Committee report 94 Group balance sheet 04 Chairman’s statement 66 Nomination Committee report 95 Group cash flow statement 07 Further opportunities in Ireland 68 Adviser Engagement 96 Group statement of changes 08 Business model Committee report in equity 10 Strategy 72 Remuneration Committee report 97 Notes to the financial statements 12 Business review 74 Directors’ remuneration report 124 Company balance sheet 16 Financial review 79 Directors’ report 125 Company statement of 22 EPRA performance measures 83 Directors’ responsibility changes in equity 24 Our locations statement 126 Notes to the Company 25 New developments financial statements 26 Risk management and principal risks 32 MedicX merger 34 Sustainability Highlights Strategic report Net rental income Dividend per share Total property portfolio Adjusted EPRA earnings Governance £115.7m 5.6p £2.4bn £59.7m +51.4% +3.7% +2.1% +62.2% 2019 £115.7m 2019 5.6p 2019 £2.4bn 2019 £59.7m 2018 £76.4m 2018 5.4p 2018 £1.5bn 2018 £36.8m 2017 £71.3m 2017 5.25p 2017 £1.4bn 2017 £31.0m Financial statements Financial 2016 £66.6m 2016 5.125p 2016 £1.2bn 2016 £26.8m 2015 £62.3m 2015 5.0p 2015 £1.1bn 2015 £21.7m Adjusted EPRA earnings Adjusted EPRA NAV IFRS profit* IFRS earnings per share* per share per share 5.5p 107.9p £75.9m 7.0p +5.8% +2.7% +2.2% -33.3% Further information Further 2019 5.5p 2019 107.9p 2019 £75.9m 2019 7.0p 2018 5.2p 2018 105.1p 2018 £74.3m 2018 10.5p 2017 5.2p 2017 100.7p 2017 £91.9m 2017 15.3p 2016 4.8p 2016 91.1p 2016 £43.7m 2016 7.8p 2015 4.9p 2015 87.7p 2015 £56.0m 2015 12.6p IFRS NAV per share Cost of debt Loan to value Total property return 101.0p 3.5% 44.2% 7.7% -1.5% -40bp -60bp -30bp 2019 101.0p 2019 3.5% 2019 44.2% 2019 7.7% 2018 102.5p 2018 3.9% 2018 44.8% 2018 8.0% 2017 94.7p 2017 4.1% 2017 52.9% 2017 10.8% 2016 83.5p 2016 4.7% 2016 53.7% 2016 7.9% 2015 77.4p 2015 4.7% 2015 62.7% 2015 9.7% * The IFRS profit and IFRS earnings per share excluding MedicX exceptional adjustments as set out in the summarised results table on page 17. Discover more about PHP at phpgroup.co.uk Primary Health Properties PLC Annual Report 2019 01 At a glance The majority of our healthcare facilities are Analysis of leases unexpired – WAULT 12.8 years GP surgeries, with other properties let to NHS <3 years 1.5% organisations, pharmacies and dentists. PHP 4-5 years 6.1% endeavours to provide high quality buildings 5-10 years 29.0% for its tenants and to provide high quality 10-15 years 34.0% assets for its shareholders. 15-20 years 16.8% 2+629341613P >20 years 12.6% Business activity in 2019 MedicX merger1 Asset management activity Asset management projects £804.3m £1.9m or 1.5% growth £13.4m Across 167 properties. Additional annualised rental Invested in 36 projects either completed, income from rent reviews and asset on site or about to commence. management projects completed in Investment activity the year. £57.1m Across nine properties. 1 The MedicX merger has been accounted for as an asset acquisition hence no restatement of comparatives is necessary. Portfolio distribution by capital value Contracted rent roll of £127.7m of building* Rent roll funded Occupancy Tenancies by government £10m+ 47 £658.8m 27 £419.1m 90% 99.5% 1,250 £5–10m 108 £756.2m 61 £419.9m £3–5m 164 £629.6m Covenant analysis 103 £398.5m GPs 67% £1–3m 162 £356.4m NHS/HSE/Govt bodies 23% 121 £262.8m Pharmacy 8% Other 2% £0–1m 7 £6.0m 2 £1.6m 2019 2018 * Excluding land valued at £1.6 million (2018: £1.6 million). 67+2382L 02 Primary Health Properties PLC Annual Report 2019 Investment case Strategic report Five reasons to invest in PHP Governance Governance PHP is a strong business creating progressive returns for shareholders by investing in healthcare real estate let on long term leases, backed by a secure underlying covenant where the majority of rental income is funded directly or indirectly by a government body. Financial statements Financial Low risk, long term Strong, high quality Efficient management and and non‑cyclical market and growing cash flow reduction in cost of funds • Development opportunities • Positive yield gap between • EPRA cost ratio amongst the emerging in the UK acquisition yield and funding costs lowest in the sector • Opportunities in Ireland, • Effectively upward-only or indexed • Underlying investment priced attractively rent reviews characteristics make PHP attractive to investors • Majority of rents in both jurisdictions • Simple cost structure funded by government for long enhances earnings • Average cost of debt reduced lease terms by 50bp to 3.5% • Continued improvements to the rental growth outlook • £4 million p.a. cost-saving synergies information Further arising from the merger with MedicX Rent roll funded by Rental growth EPRA cost ratio government bodies +£1.9m or 1.5% 12.0% 90% (2018: +£1.3m or 1.8%) (2018: 14.3%) (2018: 91%) Sector demand Stable, increasing returns factors dictate • Growing shareholder continued development return through dividend of healthcare premises and capital appreciation • Healthcare demand increasing • Dividend fully covered by earnings due to populations growing, • Strong yield characteristics ageing and suffering from more and low volatility instances of chronic illness Waters Meeting Health Centre, Bolton. • 23 consecutive years • Unwavering political support in of dividend growth the UK and Ireland and promotion of integrated primary care Discover more about our portfolio at phpgroup.co.uk/portfolio PHP’s portfolio serves Dividend per share 5.3m patients 5.6p or 8.0% of UK population (+3.7% over 2018) Primary Health Properties PLC Annual Report 2019 03 Chairman’s statement The all‑share merger with MedicX represented a rare opportunity to bring together two high quality and complementary portfolios in the UK and Ireland I am delighted to present my second annual report, as Chairman of PHP, for what has been a transformational year of growth for the Company following the completion of the all-share merger with MedicX Fund Limited (“MedicX”) on 14 March 2019. The merger with MedicX represented a rare opportunity to bring together two high quality and complementary portfolios in the UK and Ireland and the combined property portfolio now stands at over £2.4 billion across 488 assets. Historically, both businesses had adopted a very similar investment strategy and consequently the two portfolios were ideally placed to be brought together. The positive reaction to the merger also allowed us to strengthen further the balance sheet and we successfully completed an oversubscribed £100.0 million equity issue in September 2019 reducing the Group’s loan to value ratio back to pre-merger levels of around 44% at the end of 2019. The enlarged Group now has a market capitalisation in excess of £1.9 billion and we have seen a significant improvement in share liquidity as a result of the completion of the merger. The Group is also a member of the FTSE 250 on the London Stock Exchange. Steven Owen The merger with MedicX crystallised a number of operating Independent Non-executive Chairman and finance cost-saving synergies and we have delivered the targeted £4.0 million per annum reduction in the enlarged Group’s operating costs and a 50bp reduction in the average cost of debt following the successful issue of a new £150 million /2.875% unsecured convertible bond and repayment of the £75 million/5.375% retail bond in July 2019. We also issued our second Euro-denominated secured loan notes for €70 million (£59.2 million) at a fixed rate of 1.509% with a maturity of twelve years.