REPORT & ACCOUNTS 2014 DERWENT LONDON PLC 1. OVERVIEW What we do and key achievements 4 Our portfolio 6 Financial highlights 10 Chairman’s statement 12 2. STRATEGIC REPORT Our business model and strategy 18 Risk management 22 Measuring our performance 28 Property review Our market 33 The changing face of London 36 Valuation 40 Portfolio management 43 Projects 47 Creating value across the portfolio 52 Investment activity 60 Finance review 62 Sustainability 70 Our people 73 3. GOVERNANCE Board of Directors 78 Senior management 80 Statement of Directors’ responsibilities 81 Chairman’s letter on corporate governance 82 Directors’ report 83 Letter from the Chairman of the Remuneration Committee 92 Report of the Remuneration Committee 93 Letter from the Chairman of the Nominations Committee 111 Report of the Nominations Committee 111 Letter from the Chairman of the Risk Committee 112 Report of the Risk Committee 112 Letter from the Chairman of the Audit Committee 113 Report of the Audit Committee 114 Independent Auditor’s report 116 4. FINANCIAL STATEMENTS Group income statement 124 Group statement of comprehensive income 124 Balance sheets 125 Statements of changes in equity 126 Cash flow statements 127 Notes to the financial statements 128 Five-year summary 169 Principal properties 170 List of definitions 172 Front cover image: Turnmill EC1 Derwent London plc is the largest real estate investment trust (REIT) specialising in central London offices. We own and manage a portfolio of 5.7 million square feet located in 17 ‘villages’ in London’s West End and City borders and focus on middle market rents. Experience and local knowledge has enabled us to identify many of London’s emerging locations such as those around the Crossrail hubs and in the Tech Belt. We typically acquire properties off-market at relatively low capital values with short income streams and work out the optimum strategy for each by understanding and anticipating the needs of occupiers and the wider community. We have a substantial pipeline of design-led schemes, adding value by refurbishment, redevelopment or active asset management and balancing these activities with a robust income stream, a focus on interest cover, modest leverage and flexible financing. When we believe we can find better growth elsewhere, we recycle capital by disposing of properties and invest in new stock for the future to add to our pipeline. ANTICIPATING TRENDS DELIVERING DESIGN EXCELLENCE AND VALUE PRODUCING ABOVE AVERAGE RETURNS Derwent London plc Report & Accounts 2014 1 1-2 Stephen Street W1 1 OVERVIEW WHAT WE DO AND KEY ACHIEVEMENTS 4 OUR PORTFOLIO 6 FINANCIAL HIGHLIGHTS 10 CHAIRMAN’S STATEMENT 12 3 WHAT WE DO AND KEY ACHIEVEMENTS Our principal objective is to deliver above average long-term returns for our shareholders through owning, creating and managing well-designed central London offices benefiting occupiers and neighbourhoods. OUR BUSINESS MODEL 1 2 3 4 5 1 2 ACQUIRE PROPERTIES C R E AT E W E L L- Page 18 AND UNLOCK THEIR DESIGNED SPACE VALUE We purchase buildings in central London Each property has a business plan, which can be improved, enlarged or where we seek to maximise returns 28.4% regenerated. These purchases will through design-led planning gain, increase in EPRA net asset typically be off relatively low rents effective development and construction value per share and capital values per sq ft. delivery to provide flexible, resilient and sustainable space attractive to occupiers, Page 62 investors and the local community. In March we acquired 19-23 In 2014 we completed 106,550 sq ft Featherstone Street EC1, adjoining our of major projects, currently 75% let 30.1% Monmouth House EC1 and potentially or sold, including our first standalone total return unlocking a site for 125,000 sq ft (uplift residential scheme of 81% by area) opposite our White Page 62 Started construction of White Collar Collar Factory EC1 development site Factory EC1 (293,000 sq ft of In November we purchased Angel mixed-use space) adopting our Square EC1 (128,700 sq ft offices research into the space demands of in three adjoining properties), the creative industries and, as a result, opposite our Angel Building EC1, providing innovative office space with with reversionary and longer term potential for lower carbon emissions enlargement and regeneration potential Planning secured on 25-33 Berners Street W1 and 25 Savile Row W1 (together 163,000 sq ft) £90.9m 485,000 sq ft acquisition of two properties of development ready both adding to existing Tech to start in 2015 Belt clusters Page 60 Page 47 A B A Angel Square EC1 B White Collar Factory EC1 C 1-2 Stephen Street W1 D Jaeger House W1 E Horseferry House SW1 4 Overview “ Our long-term strategy of investing in innovative design-led projects in London’s emerging villages appeals to occupiers and investors, as the definition of London’s core office locations continues to evolve.” ROBERT RAYNE CHAIRMAN 3 4 5 OPTIMISE INCOME RECYCLE CAPITAL MAINTAIN STRONG AND FLEXIBLE FINANCING We seek to work with our occupiers Sell properties where business Each property is considered in the through active management which can plans have been completed, market context of the Group as a whole, as include letting, restructuring leases, or conditions are favourable, or which well as having its own business plan. taking back space. Our aim is to secure no longer fit the Group’s strategy. Our financing approach provides a robust a sound recurring and growing income and flexible financial base consistent with base which services our overheads, our active asset management model. This interest costs and dividend and provides gives us the ability to cover our financial the platform for our regeneration activity. commitments with headroom to spare while maintaining the flexibility to cope with a changing economic environment. In July we pre-let 28,350 sq ft In April sold Jaeger House W1 In December extended maturity of to Freud Communications for £30.3m prior to development £550m bank facility to January 2020 2014 lettings secured £9.2m p.a. In H2 sold four smaller properties LTV ratio reduced to 24% at of rental income 11.2% above for a total of £67.7m 31 December 2014 December 2013 ERV Conversion of £175m of bonds into new equity in January 2015 reduces debt and further lowers gearing ratios 4.5 % sold £98.0m 286 % increase in contracted net of commercial property at an net interest cover ratio rental income to £131.7m p.a. average value of £675 per sq ft: 40% above Dec 2013 values Page 43 Page 60 Page 66 C D E Derwent London plc Report & Accounts 2014 5 OUR PORTFOLIO Our portfolio comprises 5.7 million sq ft (534,000m2) of properties valued at £4.2 billion. 98% of our properties are ISLINGTON located in central London, grouped in 17 ‘villages’, each with its own culture CAMDEN and identity. 70% can be found in the Kings Cross West End and 28% in the City borders. The balance relates to properties held EUSTON in Scotland on the northern outskirts OLD of Glasgow. STREET SHOREDITCH CLERKENWELL FITZROVIA LADBROKE GROVE Whitechapel BAKER STREET/ Farringdon Liverpool Street MARYLEBONE NORTH OF OXFORD STREET Tottenham Paddington Court Road PADDINGTON HOLBORN WHITECHAPEL SOHO/ Bond Street COVENT GARDEN MAYFAIR 105 c.500 33% SOUTHBANK Buildings Tenants Portfolio weighting in Tech Belt £4.2bn £131.7m £215.6m Valuation of Net contracted Estimated Victoria the portfolio rental income rental value VICTORIA 6 Overview ISLINGTON CAMDEN Kings Cross EUSTON OLD STREET SHOREDITCH CLERKENWELL FITZROVIA LADBROKE GROVE Whitechapel BAKER STREET/ Farringdon Liverpool Street MARYLEBONE NORTH OF OXFORD STREET Tottenham Paddington Court Road PADDINGTON HOLBORN WHITECHAPEL SOHO/ Bond Street COVENT GARDEN MAYFAIR OUR VILLAGES PORTFOLIO WEIGHTING Fitzrovia1 37% West End 70% Victoria 12% City borders 28% SOUTHBANK Baker Street/Marylebone 4% Provincial 2% Soho/Covent Garden 3% Mayfair 2% Paddington 2% West End other 1% Islington/Camden 9% Victoria Clerkenwell 9% lt VICTORIA e B h Old Street 6% c e T Shoreditch/Whitechapel 5% Holborn 4% Holborn (non Tech Belt) 3% Southbank 1% Provincial 2% 1 Includes North of Oxford Street and Euston Page 170 Derwent London plc Report & Accounts 2014 7 ISLINGTON CAMDEN Kings Cross EUSTON OLD STREET SHOREDITCH CLERKENWELL FITZROVIA LADBROKE GROVE Whitechapel BAKER STREET/ Farringdon Liverpool Street MARYLEBONE NORTH OF OXFORD ISLINGTON STREET Tottenham Paddington Court Road PADDINGTON HOLBORN WHITECHAPEL CAMDEN SOHO/ Bond Street COVENT GARDEN Kings Cross MAYFAIR EUSTON OLD STREET SHOREDITCH CLERKENWELL FITZROVIA SOUTHBANK LADBROKE GROVE TEN PRINCIPAL Whitechapel Farringdon Liverpool Street BAKER STREET/ TENANTS MARYLEBONE NORTH OF % OF RENTAL INCOME1 OXFORD STREET Tottenham Burberry 6.5 Paddington Court Road Government 5.7 PADDINGTON Victoria HOLBORN WHITECHAPEL VICTORIA Arup 5.1 SOHO/ Cancer Research UK 3.8 VILLAGES Bond Street COVENT GARDEN Thomson Reuters 3.3 TECH BELT Publicis Groupe 3.1 DERWENT FremantleMedia Group 2.4 LONDON MAYFAIR MWB Business Exchange 2.3 PROPERTIES EDF Energy 1.9 CROSSRAIL House of Fraser 1.8 1 Based upon contracted net rental income of £131.7m SOUTHBANK 8 Victoria VICTORIA Central London office rent profile Build-up of reversion rental uplift £ per sq ft £m 50 100 40 80 83.9 23.5 41.77 30 34.55 60 17.6 3.7 27.26 20 40 7.1 7.8 10 20 24.2 0 Average Average Average 0 current ‘topped-up’ ERV rent rent Total Lease Vacant Pre-let growth Vacant On-site projects projects reversion (Available) reversions Contractual (Under refurb) Office rent banding