St. Modwen Properties PLC Annual Report 2006 Regeneration in action Contents 01 Financial highlights 42 Board members 64 Group income statement 96 Company balance sheet 02 Chairman’s statement 43 Senior management 64 Group statement of recognised 97 Notes to the company accounts 04 St. Modwen at a glance 44 Directors’ report income and expense 108 Independent auditor’s report — 06 The hopper strategy 46 Corporate governance report 65 Group balance sheet company 08 Business review 53 Directors’ remuneration report 66 Group cash flow statement 110 Five year record 24 Case studies 61 Directors’ responsibilities 67 Accounting policies 111 Shareholder information 32 Community, environmental and 62 Independent auditor’s report — 72 Notes to the accounts 113 Notice of Annual General Meeting social responsibility group 116 Glossary of terms St. Modwen is a regeneration specialist operating through a network of regional offices in all sectors of the property industry with four particular specialisations: town centre regeneration, partnering industry in its restructuring, brownfield land renewal and heritage restoration. We are closely aligned with the communities in which we operate, continually mindful of the impact of our developments on the local area. The company’s strategy is based on a hopper of developable land, and on marshalling the land through the planning and development process into a reliable stream of profits. Our financial objectives are to: Double net asset value per share every five years Pay a progressive dividend in line with targeted NAV growth 01 Financial highlights Profit before tax (£ million) Earnings per share (p) +17% +11% 100 70 96.9 60 61.6 82.9 80 55.4 50 64.3 60 40 41.5 47.5 42.1 30 31.2 40 27.5 20 20 10 2002 2003 2004 2005 2006 2002 2003 2004 2005 2006 Net assets per share (p) Dividend per share (p) +20% +16% 350 12 323 10.2 300 10 8.8 268 250 8 220 200 7.6 176 6 150 152 6.6 5.7 4 100 50 2 2002 2003 2004 2005 2006 2002 2003 2004 2005 2006 Details of the basis of preparation are set out in the five year record on page 110. Profit before tax increased by 17% to £96.9m (2005: £82.9m) Earnings per share up 11% to 61.6p (2005: 55.4p) Net assets per share increased by 20% to 323p (2005: 268p) Proposed final dividend of 6.8p per share (2005: 5.9p), increasing total dividends for the year by 16% to 10.2p (2005: 8.8p) Significant progress in marshalling future major projects 02 Chairman’s statement Results I am pleased to report on a fourteenth successive year of record results; a year in which we have not only produced a strong trading and revaluation performance but have also made significant additions to the hopper and good progress in marshalling future projects. Profits before tax increased by 17% to £96.9m (2005: £82.9m), earnings per share grew by 11% to 61.6p (2005: 55.4p) and net assets per share increased by 20% to 323p (2005: 268p). Our key performance measurement of total pre­tax return on average shareholders’ equity was 27.5% (2005: 28.5%). Dividend Your board is recommending a final dividend of 6.8p (2005: 5.9p) per ordinary share, making a total distribution for the year of 10.2p (2005: 8.8p), an increase of 16%. This final dividend will be paid on 4th May 2007 to shareholders on the register on 13th April 2007. I am pleased to report on International Financial Reporting Standards (“IFRS”) a fourteenth successive As advised in the Interim Report, our results are now presented in a very different format from that to which you have been year of record results accustomed. This arises from the introduction of IFRS, the principal effects of which, apart from purely presentational ones, are that revaluations are shown on the face of the income statement and that the deferred tax provision on revaluations is included in both the income statement and the balance sheet. The substance of the business is not affected by the introduction of IFRS. However, bringing revaluations on to the income statement may make future reported results more variable. The revaluations reflect pure market movements in addition to those which have arisen from our own efforts and to that extent are less within our control. In the recent past, we have benefited in our revaluations from a strong market but a flat or weak market would not give us such a benefit. Historically, this would have been seen only in our balance sheet but it is now recognised in the income statement. 03 Strategy Your company’s strategy remains unaltered. We are regeneration We recognise that our projects have a considerable impact on the areas specialists, operating through a network of six regional offices, with in which they are located. We genuinely believe that our projects improve four particular specialisations: town centre regeneration, partnering those areas but, as is the nature of most projects, the outcome is a industry in its restructuring, brownfield land renewal, and heritage balance between economic viability and community aspirations. In the restoration. Much of the programme is carried out with partners community, environmental and social responsibility section we provide from both the public and private sectors. a number of examples of how we are working to achieve that balance. We are not a sectoral specialist. We have the skills to serve the full Directors and employees range of market sectors: distribution, industrial, leisure, office, The continued run of record results and the good prospects for the residential and retail. Our real skill is in the process of taking future could not have been achieved without a committed and highly challenging regeneration opportunities and seeing them through competent team at all levels in the organisation. My thanks go to to the completion of a successful built development, whatever the everyone for the efforts they have put in to achieving yet another mix of uses the opportunity deserves. successful year. The key to the strategy is the continued acquisition of well­located The company continues to benefit from a strong board. The opportunities to top up the hopper. In this year, we have acquired a executive team is supported by committed non­executives who are good number of opportunities, two of which are particularly not afraid to question and challenge. noteworthy, namely our participation with Vinci PLC in Project MoDEL, a rationalization of part of the Ministry of Defence estate in I am delighted that Steve Burke, our construction director, has been London, and our selection by West Lancashire District Council and appointed to the board. Steve joined us in November 1995 and, English Partnerships to be their preferred partner for the recruiting an excellent team of construction managers, lifted our delivery redevelopment of Skelmersdale Town Centre. process to a higher level. His contribution has been a major factor in our winning a number of the major schemes where he has been able to give These two schemes demonstrate just how far your company has confidence to our customers and partners. come in the twenty years of its existence as a property operation. We are now able to put ourselves forward in competition for the Prospects most challenging regeneration projects and be selected. On the back of our marshalling programme, we move into the present year with a strong, if demanding, target. The present year has started We remain differentiated from many of our peers by our well, but the results will be more second half orientated than in the determination to grow through realised profits rather than just past. Overall, I would expect it to be a year of continued progress and revaluations and to obtain both the realised profits and the we remain on track to meet our corporate financial target of doubling revaluations by actually adding value ourselves rather than by relying net asset value per share every five years. on market movement. The latter is obviously a very pleasant addition when it is available but we do not see it as a reliable feature on which Anthony Glossop to build the business. Chairman 12th February 2007 Governance We have always sought to manage our affairs to the highest standards of integrity and business competence and your board takes proper cognisance of corporate governance initiatives. Any departures, however minor, will be for good reasons in the spirit of the regulations and will be fully and openly explained. 04 St. Modwen at a glance The company focuses on four areas: www.stmodwen.co.uk North West 01 Glasgow Hillington Springburn Town centre regeneration 07 Preston Channel Way 08 Blackburn Many centres that were developed during Medipark the 1960s and 1970s now require 09 Accrington substantial refurbishment and updating to Junction 7 Business Park meet the demands of the contemporary 10 Skelmersdale shopper, to accommodate new trends in Town Centre town centre living, and to bring back into these centres community and business 11 Wigan Enterprise Park uses. St. Modwen has substantial experience in revitalising town centres, 12 Manchester and is currently engaged on a number of Wythenshawe Trafford Park such schemes, including major projects at Edmonton Green, Farnborough, 13 Liverpool Skelmerdale and Wembley. East Lancs Road Great Homer Street 14 Widnes Economic Development Zone Partnering industry Town Centre Restructuring of traditional industries has left numerous former employment complexes potentially available for redevelopment. St. Modwen has Midlands established joint ventures with 17 Derby companies such as Alstom, Corus, Hilton Depot Goodyear and Ford to undertake the 18 Stafford redevelopment of such sites, often Lichfield Road through innovative sale and leaseback St.