Annual Report 2009 Capital & Regional Annual Report 2009 Business review 01 Capital & Regional... 14 Asset and property management – Retail ...What we do 18 Asset and property management – Germany ...Business model 20 Asset and property management – Leisure ...Corporate structure 23 Asset and property management – Other 02 Chairman’s statement associates and joint ventures 03 Chief Executive’s statement 24 Principal risks and uncertainties 05 Operating review Section 1 07 Financial review Governance 26 Directors 28 Directors’ report 31 Statement of directors’ responsibilities 32 Directors’ remuneration report 39 Corporate governance report 43 Responsible business Section 2 Financial statements 46 Consolidated income statement 96 Independent auditors’ report 47 Consolidated balance sheet 97 Company balance sheet 48 Consolidated statement of recognised 98 Notes to the Company financial statements income and expense 48 Reconciliation of movement in equity shareholders’ funds 49 Consolidated cash flow statement Section 3 50 Notes to the financial statements Other information 101 Glossary of terms 102 Portfolio information 103 Fund portfolio information (100% figures) 104 Five-year review 105 Advisers and corporate information 105 Shareholder information Section 4 Section 1 Business review Capital & Regional… …What we do …Business model • C&R is a co-investing property • We operate asset businesses asset manager. This means that we and earnings businesses manage property assets for funds and joint ventures in which we hold • Asset businesses comprise our a significant stake investments in property funds and joint ventures, and our • We aim to build best-of-class specialist wholly-owned properties management teams for the retail and leisure sectors in which we operate • Earnings businesses comprise our property management teams, which manage the funds and German joint venture, and SNO!zone …Corporate structure Earnings businesses Asset businesses 48.8% German portfolio 100% CRPM The Funds 16.7% 13.4% 50% 11.9% Other JVs and associates 50% Braehead X-Leisure Limited 30% MEN Arena 20% FIX UK Wholly owned 100% Great Northern Warehouse SNO!zone 100% Leisure World, 100% Hemel Hempstead Capital & Regional Annual Report 2009 01 Section 1 Business review Chairman’s statement “Whilst the Board is by no means complacent about the challenges ahead, the Capital Raising completed in September and the agreed changes to the Group’s banking arrangements undoubtedly marked a turning point for the Group and its prospects.” Tom Chandos, Chairman Overview Responsible business The impact on valuations of improving property market sentiment Capital & Regional has attached particular importance to maintaining has enabled Capital & Regional to return to profitability in the second its commitment to responsible business in the very challenging half of 2009. The full year pre-tax loss of £113 million reflects the operating environment. We encourage each of the businesses and fact that, for much of the year, market conditions were challenging functions to develop an approach suitable to them, whilst providing and that it was only in the fourth quarter that valuations in the UK strategic direction through a Responsible Business Committee. This funds began to recover some of the ground lost in the first half of approach has resulted in a number of notable achievements which the year. are set out in the statement on responsible business. The Capital Raising completed in September and the agreed Our partners changes to the Group’s banking arrangements have contributed The Group’s partnerships, to which has now been added the growing materially to improving Capital & Regional’s financial resilience. relationship with Parkdev following its investment as part of the Whilst the Board is by no means complacent about the challenges Capital Raising, have continued to develop during the course of the ahead, these two events undoubtedly marked a turning point for year. The Board has actively sought to link partners’ capital resources the Group and its prospects. with the Group’s own capital and its proven asset management capabilities in pursuing new opportunities for growth. These are The positive momentum in investment markets has continued expected to increase during the course of 2010. into the first quarter of 2010, although the pace of growth has slowed in most areas from the fourth quarter of last year. Given The reshaping and strengthening of the Group over the past two that these supportive market conditions are, in part, a consequence years has only been possible as a result of the commitment and of stimulus measures implemented by governments around the capability of all our employees, whether long standing or more world, there is a risk that these conditions will soften as liquidity recently arrived. It is because of them that the Group can now measures are withdrawn. look forward to a secure and successful future. Consequently, the Group has been taking steps to sell into strength either where capital can be recycled from assets offering lesser Tom Chandos asset management potential or where refinancing needs can be Chairman anticipated. The Board believes these are prudent steps particularly as tenant markets are likely to remain challenging for the balance of 2010. Dividend The Board is not recommending the payment of a final dividend, meaning that no dividend will be payable for the full year. The Board is committed to resuming dividend payments when it considers it prudent to do so, but future payments will be linked for the foreseeable future to the Group’s cash generating ability and will normally be restricted to not more than 50% of operating cash flow less interest and tax to comply with the undertakings given for the Group’s banking arrangements. The Board I am delighted to welcome Louis Norval and Neno Haasbroek as non-executive directors. Their extensive knowledge of commercial property, and of the retail sector in particular, has already enabled them to make an important contribution to the Board’s deliberations. PY Gerbeau resigned from the Board in July 2009 to concentrate on his new role as Chief Executive of X-Leisure Limited, while Hans Mautner retired from the Board in June 2009. I would like to thank both of them for their valuable contributions to the Group as directors. 02 Capital & Regional Annual Report 2009 Section 1 Business review Chief Executive’s statement “The skills that we have demonstrated as property asset managers in managing through challenging conditions will serve us well as our focus shifts from income protection to income recovery.” Hugh Scott-Barrett, Chief Executive Results Financial position Higher property values towards the end of the year have contributed The financial position of the Group has been significantly to a much improved result for 2009. It is very encouraging to be reinforced during the year as a result of the following actions: able to report a pre-tax profit of £17 million for the six months to 30 December 2009 in a year in which the Group’s prospects have • The Capital Raising of £69 million by way of a Firm Placing improved significantly as a result of decisive actions taken by the and Open Offer in which Parkdev International Asset Managers management team. The full year pre-tax loss was £113 million subscribed £23.4 million for a 25% stake in the Company. compared with a pre-tax loss of £516 million in 2008. • The simultaneous renegotiation of the Group’s core banking We continue to generate recurring income from our role not only facility and the facilities relating to assets held on the Group as a property investor but also as an asset manager and owner of balance sheet, being the Great Northern Warehouse, Hemel operating businesses. Although we have delivered more than Hempstead and 10 Lower Grosvenor Place. £3.5 million of cost savings, this positive effect has been outweighed by the impact of falling valuations and dilutions as a result of the • The Junction’s £64 million capital raising in which AREA part-sale of the German portfolio and capital raisings by the three Property Partners subscribed £50 million, together with the UK funds since June 2008. As a consequence we have reported renegotiation of the fund’s banking arrangements. recurring pre-tax profits of over £17 million in 2009 compared with £28 million for 2008. • X-Leisure’s £50 million capital raising, the establishment of X-Leisure Limited as a distinct management platform, together The three UK funds have experienced peak to trough falls in with the renegotiation of the fund’s syndicated facility and property valuations (reached in the second and third quarters of facilities for Brighton Marina, Milton Keynes and Castleford. 2009) ranging from 39% for X-Leisure to 52% and 54% respectively for The Junction and The Mall. Recovery from these low levels has Improving valuations in the second half of the year, new capital at been most pronounced in retail warehousing, up by 12% from the both Group and fund level as well as the renegotiation of a significant trough in June 2009. Shopping centre valuations improved in the number of banking arrangements have therefore contributed to final quarter of the year while leisure valuations have lagged this greater resilience. behind retail, though they have shown improvement in the first two months of 2010. Notwithstanding these actions, both the Group and UK funds continued to deleverage in the fourth quarter of the year and Whilst valuations in Germany fell a little further in the second half the start of 2010. The Group has completed the sale of 10 Lower of the year, we believe that they are now stabilising. The German Grosvenor Place and the adjoining Beeston Place property and market has historically lagged behind and been less volatile than is in negotiations to sell its stake in the MEN Arena in Manchester. the UK which, combined with the resilience and strong operational The Mall completed the sale of Bexleyheath for £98 million at the performance of the portfolio, has limited the fall over the year to end of 2009 and since year end has sold two further shopping 4% in local currency.