TR Property Investment Trust plc –TR Property Investment Trust Report March 2009 & Accounts for the year ended 31 TR Property Investment Trust plc Report & Accounts for the year ended 31 March 2009 TR Property Investment Trust plc is managed by This document is printed on Revive Silk of which 75% of the furnish is made from 100% de-inked post consumer waste. The remaining 25% being mill broke and virgin fibres. This paper is bleached using a combination of Totally Chlorine Free (TCF) and Elemental Chlorine Free (ECF). The manufacturing mill is accredited with the ISO 14001 standard for environmental management. TR Property Investment Trust plc Directors’ Review Accounts 1 Overview 63 Independent Auditors’ Report 2 Statement of Investment Objective and Policy 64 Group Income Statement 4 Financial Highlights and Performance 65 Group and Company Statement of Changes in Equity 5 Historical Performance 66 Group and Company Balance Sheets 6 Chairman’s Statement 67 Group and Company Cash Flow Statements 11 Managers’ Report – Market Background and Outlook 68 Notes to the Financial Statements 16 Ordinary Shares – Financial Highlights and Performance Shareholder Information 17 Ordinary Shares – Manager’s Report 86 Notice of Annual General Meeting 22 Ordinary Shares – Portfolio Details 89 Explanation of Notice of Annual General Meeting 28 Ordinary Shares – Income Statement 90 Glossary of Terms 29 Ordinary Shares – Balance Sheet 91 Directors and Other Information 30 Sigma Shares – Financial Highlights and Performance 92 General Shareholder Information 31 Sigma Shares – Manager’s Report 93 Investing in TR Property Investment Trust plc 37 Sigma Shares – Portfolio Details 94 TR Property Share Plan and TR Property ISA 42 Sigma Shares – Income Statement 43 Sigma Shares – Balance Sheet 44 Directors and Managers 46 Directors’ Remuneration Report Directors’ Report 48 Report of the Directors 48 – Status and Business Review 52 – Annual General Meeting 53 – Other Statutory Information 56 – Corporate Governance 62 – Directors’ Responsibilities Statement Cautionary statement regarding forward-looking statements This Annual Report has been prepared for the members of TR Property Investment Trust plc (“the Company”) and no one else. The Company, its Directors or agents do not accept or assume responsibility to any other person in connection with this document and any such responsibility or liability is expressly disclaimed. This Annual Report contains certain forward-looking statements with respect to the principal risks and uncertainties facing the Company. By their nature, these statements and forecasts involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. The forward- looking statements reflect the knowledge and information available at the date of preparation of this Annual Report and will not be updated during the year. Nothing in this Annual Report should be construed as a profit forecast. Overview The objective of TR Property Investment Trust plc is to maximise shareholders’ total returns by investment in the property sector. The Trust Offers Investors Two Share Classes: Ordinary shares – a portfolio invested in the shares of property companies of all sizes on an international basis and also in investment property located in the UK. Sigma shares – a portfolio invested in the shares of smaller property companies on an international basis. The Sigma share class does not hold property directly. Introduction The Investment Trust has been in existence since 1905 and a dedicated property investor through the Ordinary share class, since 1982. In July 2007 a second share class, the Sigma share class, was introduced. This was created mainly through the conversion of some of the existing Ordinary shares into Sigma shares. Each share class has a dedicated portfolio and is able to pursue independent investment and gearing strategies. However, they are share classes of one corporate entity with a single independent Board of Directors. The Report & Accounts contain the group financial statements and as supplementary information separate income statements and balance sheets for each share class. There is a separate Manager’s Report for each share class. The pages in the accounts have been marked in the top corner to highlight whether they refer specifically to one or other of the share classes or to the group as a whole. The following four pages set out the objective and investment policies for each share class and key financial and performance data. The Manager’s Report for each share class comments on how the actual investment activity through the period has followed the proposed policies and the resulting performance. Independent The directors are all independent of the management company and meet regularly to consider Board investment strategy, to monitor adherence to the stated objective and investment policies (set out on the following pages) and to review performance. Details of how the board operates and fulfils its responsibilities are set out in the Directors’ Report on pages 48 to 61. Further General shareholder information and details of how to invest in TR Property Investment Information Trust plc, including investment through an ISA or shareplan, can be found on page 93 and 94. This information can also be found on the Company’s website www.trproperty.co.uk. TR Property Investment Trust 1 Statement of Investment Objective and Policy Ordinary Shares Objective The objective of the Ordinary share class is to maximise shareholders’ total returns by investing in property shares and property on an international basis. Benchmark The Benchmark is the FTSE EPRA/NAREIT Europe Index in Sterling. This index, calculated by FTSE, is free-float based and currently has 80 constituent companies. The Benchmark website www.epra.com contains further details about the index and performance. Investment Although the Investment Objective allows for investment on an international basis, the benchmark is Policies a Pan-European Index and the majority of the investments will be located in that geographical area. Direct property investments will be located in the UK only. The investment selection process seeks to identify well managed companies of all sizes, especially those with a focus on a particular type of real estate business. The Manager generally regards future growth and capital appreciation potential more highly than immediate initial yield or discount to asset value. As a dedicated investor in the property sector the fund cannot offer diversification outside that sector, however within the portfolio there are limitations on the size of individual investments held to ensure diversification within the portfolio. To deliver a spread of investment risk, the maximum holding in the stock of any one issuer or of a single asset is limited to 15% of the portfolio. In addition, any holdings in excess of 5% of the portfolio must not in aggregate exceed 40% of the portfolio. These limits are set at the point of acquisition, however if they were materially exceeded for a significant length of time through market movements, the Manager would seek to remedy the position. Asset The Fund Manager currently applies the following guidelines for asset allocation: Allocation UK listed equities 30 – 55% Other listed equities 0 – 5% Guidelines European listed equities 30 – 55% Listed bonds 0 – 5% Direct property – UK 10 – 30% Gearing The fund may utilise gearing with the purpose of enhancing shareholder returns. The maximum gearing level permitted is 40%, however, the current guideline is 10% net cash to 25% gearing. The Trust invests in the shares of property companies which themselves employ leverage. The total level of gearing the Trust is exposed to through the balance sheets of investee companies together with the borrowings of the Trust itself is referred to as the “see-through” gearing. The Manager comments on the level of see-through gearing in the Manager’s Report. Capital Over ten years up to the end of March 2009, the share price has risen by 145% from 43.25p to 106.00p and the net asset value per share has risen by 143% from 52.00p to 126.07p. Over the same period the benchmark price only index has risen by 24%. Income Over the past ten years the annual net dividend per share has grown by 4.5 times, equivalent to Growth 16.3% pa compound. Dividend An interim dividend of 2.30p (2008: 2.30p) per Ordinary share was paid on 13 January 2009 to shareholders on the register on 12 December 2008. Subject to shareholder approval at the Annual General Meeting on 28 July 2009, a final dividend of 3.45p per Ordinary share (2008: 3.30p) has been declared payable on 4 August 2009 to shareholders on the register on 3 July 2009. The shares will be quoted ex-dividend on 1 July 2009. 2 TR Property Investment Trust Sigma Shares Objective The objective of the Sigma share class is to maximise shareholders’ total returns by investing predominantly in the shares of property companies with a market capitalisation of less than £1 billion on an international basis. Benchmark The Benchmark up to 31 March 2009 was the FTSE EPRA/NAREIT Europe Index in Sterling. This Index, calculated by FTSE, is free-float based and currently has 80 constituent companies. From 1 April 2009 the Benchmark will be FTSE EPRA/NAREIT Small Cap Europe Index in Sterling. This Benchmark, also provided by FTSE, is FTSE EPRA/NAREIT Europe Index in Sterling, adjusted to exclude those stocks with a market capitalisation exceeding £1bn. The constituents are adjusted quarterly. Investment Although the Investment Objective allows for investment on an international basis, the benchmark is a Policies Pan-European Index and the majority of the investments will be located in that geographical area. The investment selection process seeks to identify well managed smaller property companies, especially those with a focus on a particular type of real estate business.