Capital & Regional plc Annual Report and Accounts for the year ended 30 December 2014 Stock Code: CAL Annual Report and Accounts for the year ended 30 December 2014 Stock Code: CAL 23714.04 1 October 2015 6:51 PM Proof 8 Capital & Regional plc Stock Code: CAL Annual Report and Accounts for the year ended 30 December 2014 Contents Welcome to Capital & Regional Overview About Us IFC About Us Our Aim Capital & Regional is a UK focused specialist 01 Highlights property REIT with a strong track record of Strategic Report delivering value enhancing retail and leisure 04 Chairman’s Statement 06 At a Glance asset management opportunities across a 08 Our Marketplace c.£1 billion portfolio of in-town dominant 10 Our Business Model 12 Our Strategy community shopping centres. 14 Our Strategy in Action 16 Managing Risk Capital & Regional owns six Mall shopping centres in Blackburn, 20 Chief Executive’s Statement Camberley, Luton, Maidstone, Walthamstow and Wood Green. It also 24 Operating Review has a 20% joint venture interest in the Kingfisher Centre in Redditch 26 Financial Review and a 50% joint venture in the Buttermarket Centre, Ipswich. Capital 32 Responsible Business & Regional manages these assets, which comprise over 900 retail units Governance and attract c.1.7 million shopping visits each week, through its in- 40 Board of Directors house expert property and asset management platform. 42 Corporate Governance Report 46 Audit Committee Report 49 Directors’ Remuneration Report 65 Directors’ Report Our Aim Financial Statements To be the leading dominant community shopping centre REIT 70 Directors’ Responsibilities Statement offering investors: 71 Independent Auditor’s Report 76 Consolidated Income Statement • Exposure to a high quality portfolio of strong assets, 76 Consolidated Statement of dominant in their immediate catchment Comprehensive Income 77 Consolidated Balance Sheet • A highly attractive dividend yield 78 Consolidated Statement of Changes • Potential to generate significant income and NAV growth in Equity through identified asset management initiatives 79 Consolidated Cash Flow Statement 80 Notes to the Financial Statements • Experienced and expert team with a proven track record of 123 Company Balance Sheet creative asset management via a scalable platform 124 Notes to the Company Financial • Security through competitively priced debt funding Statements 127 Five Year Review • Benefit of C&R driving sector consolidation opportunities Other Information 130 Glossary of Terms Look out for these icons: 132 Property Information EPRA Performance Measures 134 More information on a particular topic 134 Covenant Information can be found within the report. View our corporate website at: www.capreg.com 23714.04 1 October 2015 6:51 PM Proof 8 www.capreg.com Overview > Highlights Highlights NAV per share EPRA NAV per share Total shareholder return Operating Profit4 60p 59p 24.7% £19.3m 2013: 54p 2013: 56p 2013: 53.9% 2013: £13.0m 60 59 53.9 19.3 56 54 13.0 24.7 2013 2014 2013 2014 2013 2014 2013 2014 Strategic Future priorities • Acquired controlling stake in The Mall ahead of increase in property • Delivery of asset management and development programme across valuations in H2 2014 existing portfolio • Buy-out of remaining Mall minorities completed in December 2014 • Acquisitions will focus on opportunities which boost income and and fund restructured to deliver at least £1.5 million of annualised cost support a progressive approach to dividend growth such as newly savings acquired 50:50 JV of Buttermarket Centre, Ipswich • Successful disposal of €350 million German portfolio completed in February 2015 at a small premium to 30 December 2014 NAV. Group realised £42.1 million for 50% share Dividend • 46% increase in total dividend to 0.95p per share for 2014 (2013: • REIT conversion completed and effective from 31 December 2014 0.65p) • Commencement of REIT level dividend from 2015 Interim of at least Financial 90% of Mall Operating Profit • 11% increase in NAV per share to 60p (2013: 54p) despite doubling of » To be paid approximately 50% as interim and 50% as final shareholder base » Based on 2014 Proforma Mall Operating Profit5 we anticipate • Refinancing of £380 million of The Mall debt, cost of debt at year end paying a 2015 total dividend of at least 2.9p per share of 3.45% • Proforma see-through net debt1, 2 of 45% (2013: 54%) 2014 2013 • Profit before tax of £67.2 million (2013: £7.3 million) Total shareholder return3 24.7% 53.9% Operating Profit4 £19.3m £13.0m Operational • Passing rent of £64.5 million increased on December 2013 (+0.6%) Profit before tax £67.2m £7.3m and June 2014 (+2.7%) NAV per share 60p 54p • Strong occupancy of 96.1% at 30 December 2014 (2013: 95.0%) • Footfall up by 0.9%, outperforming the national benchmark by 1.8% EPRA NAV per share 59p 56p • Strong progress in delivery of enlarged £65 million multi-year capex Proforma Group net debt/(net cash)1 £336.6m £(19.5)m plan Proforma see-through net debt 1, 2 45% 54% » Walthamstow refurbishment due to complete April 2015 » £4.5 million project to deliver new Walthamstow units for TK Maxx 1 2014 adjusted for £42.1 million of German joint venture net proceeds received in February and Sports Direct on track for completion in Q4 2015 2015 and £8.9 million of payments due in respect of Mall performance fee and income » Agreed leases for Wood Green hotel and gym extension utilising due to former unit holders. 2013 adjusted for £8.4 million Hemel Hempstead net proceeds substantially vacant office space received in February 2014. 2 See-through net debt divided by property valuation. • Successful reconfiguration of Waterside Lincoln facilitating sale in 3 Change in share price plus dividends paid, weighted average to reflect 351.1 million new November 2014 with profit on disposal of £4.7 million and 20% IRR shares issued on 14 July 2014. 4 As defined in Note 1 to the financial statements. 5 As set out in the Financial Review. 01 23714.04 1 October 2015 6:51 PM Proof 8 00 Strategic Report 04 Chairman’s Statement 06 At a Glance 08 Our Marketplace 10 Our Business Model 12 Our Strategy 14 Our Strategy in Action 16 Managing Risk 20 Chief Executive’s Statement 24 Operating Review 26 Financial Review 32 Responsible Business Capital & Regional plc Stock Code: CAL Annual Report and Accounts for the year ended 30 December 2014 Chairman’s Statement Strategy fully takes into account a doubling of the Capital & Regional has made significant number of shares in issue. progress in the delivery of its strategic objectives this year. The acquisition Pre-tax profit was £67.2 million compared of a controlling stake in The Mall and to the £7.3 million reported in 2013. the subsequent successful tender Dividend for units held by minorities has been For 2014, the Board is proposing a transformational for the Group. final dividend of 0.60p per share taking Conversion to a REIT at the end of 2014 the full-year dividend to 0.95p per which was followed by the sale of its share, representing an increase of 46% German portfolio, completed shortly compared to last year. after the year end, enables the Group to focus all its resources on its stated aim At the time of the capital raise in June to become the UK’s leading community 2014, the Board committed to deliver on shopping centre REIT. the basis of the issue price of 47p, a dividend yield of at least 5% for the year The Group is now well positioned to ending 2015, and at least 6% following achieve this objective based on its acquisition of the minorities and the exposure to a high quality portfolio of restructuring of the Mall Fund. I am strong assets, dominant in their immediate pleased to report that all minorities were catchment, which offer the potential to taken out by the start of December and generate significant income and NAV the fund has been successfully growth based on a programme of exciting restructured. Following conversion to a UK Shopping Centre asset management initiatives across the REIT, the Board’s policy is to distribute at portfolio. valuations have least 90% of Mall Operating Profit, increased by Performance overview allocated approximately equally between The timing of the Mall acquisition means interim and final dividend payments. that both existing shareholders as well Based on 2014 Proforma Mall Operating as those who participated in the £165 Profit we anticipate this will result in a full 9.3% year dividend payment for 2015 of at least million Firm Placing and Placing and Open Offer have been able to benefit 2.9p per share. from the upswing in investment markets Our people which has gathered momentum as the Find out more about Responsible This year has been exceptionally year has progressed. The 62.56% stake Business on pages 32 to 37 challenging for our management teams. was acquired for a consideration of £212 Not only have they had to handle million at a discount of 5% to property transactions of particular complexity at values as at 30 June 2014. a corporate level but have had to retain UK Shopping Centre valuations have their focus on delivering operational increased by 9.3%, reflecting a mix of excellence to our retail and leisure yield compression and growth in valued operators whilst rolling out an ambitious income. Much of this improvement asset management programme across has taken place in the second half of the portfolio. Completion of the Mall the year as significant transactional transaction now enables the team to activity has highlighted the attractions of focus all its energies on successful dominant community shopping centre delivery of this plan.