diff --git a/.gitattributes b/.gitattributes index 1ef325f1b111266a6b26e0196871bd78baa8c2f3..f9db995290c9165c51be9fa54addcca55f15576d 100644 --- a/.gitattributes +++ b/.gitattributes @@ -57,3 +57,6 @@ saved_model/**/* filter=lfs diff=lfs merge=lfs -text # Video files - compressed *.mp4 filter=lfs diff=lfs merge=lfs -text *.webm filter=lfs diff=lfs merge=lfs -text +NewRiver/NewRiver_75Pages/NewRiver_75Pages_TextNeedles.pdf filter=lfs diff=lfs merge=lfs -text +NewRiver/NewRiver_25Pages/NewRiver_25Pages_TextNeedles.pdf filter=lfs diff=lfs merge=lfs -text +NewRiver/NewRiver_200Pages/NewRiver_200Pages_TextNeedles.pdf filter=lfs diff=lfs merge=lfs -text diff --git a/NewRiver/NewRiver_200Pages/NewRiver_200Pages_TextNeedles.pdf b/NewRiver/NewRiver_200Pages/NewRiver_200Pages_TextNeedles.pdf new file mode 100644 index 0000000000000000000000000000000000000000..102e9ccc74cf2c1c57383e0d72d2c3195c00ef8d --- /dev/null +++ b/NewRiver/NewRiver_200Pages/NewRiver_200Pages_TextNeedles.pdf @@ -0,0 +1,3 @@ +version https://git-lfs.github.com/spec/v1 +oid sha256:f40462e17d22b12d750fe01d37cace1626272c72b5dda85acbf6fc42e3e98360 +size 6007869 diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_10.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..7cfa613b31ed10ccaafe6c2ec202f662c5c98720 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_10.txt @@ -0,0 +1,85 @@ +Resilient performance +and strategic progress +“We are confident of +our ability to deliver our +medium term objective of +a consistent premium total +accounting return.” +Allan Lockhart +Chief Executive +Our strong operational performance, including disposals within our +Work Out portfolio, resulted in excellent cash generation as we ended +the financial year with £111.3 million of cash up from £88.2 million at the +end of FY22. +Whilst the MSCI All Property and All Retail indices experienced capital +returns of -16% and -13% respectively for the year 1 April 2022 to +31 March 2023, our portfolio outperformed with a like-for-like valuation +movement of -5.9%. The majority of our reported decline was +contained within our Regeneration portfolio, predominantly driven +by higher estimated development costs, a direct consequence of +persistent high inflation. As a result, our EPRA Net Tangible Assets +(NTA) per share at the full year was 121 pence (FY22: 134 pence). +At our FY22 results, we said that we would seek to maintain +headroom to our Loan To Value (LTV) guidance of <40% given the +macro-economic uncertainty at that time. That was the right decision +given the significant disruption in the real estate capital markets +especially in the final quarter of 2022. Our LTV at the full year was +33.9% (FY22: 34.1%), well within our guidance. Importantly, we have +no refinancing or exposure to higher interest rates on drawn debt until +2028 and we view this, together with the significant spread between +our portfolio net initial yield of 8.0% and our cost of borrowing of 3.5%, +as key strengths. +A key highlight of the full year was successfully expanding our Capital +Partnerships strategy by securing a high-quality mandate from M&G +Real Estate to asset manage a large retail portfolio comprising 16 retail +parks and one shopping centre, further extended to include a second +shopping centre post year end. This is a great endorsement of the +quality of our asset management platform and also demonstrates the +potential to grow our recurring earnings in a capital light way. +Our operating and financial results demonstrate the underlying resilience +of our business in what has been a challenging year for the real estate +sector. That, together with our strong financial position and the strategic +options available to us, means we remain confident in delivering our +objective of a consistent 10% total accounting return for our shareholders. +FINANCIALS +Strong Financial Performance +& Fully Covered Dividend +Our Retail UFFO increased by 26% in FY23 to £25.8 million +(FY22: £20.5 million). This performance has been driven by an increase +in our Net Property Income, up 5.0%, adjusted for disposals, but also +included the collection of Covid related rent arrears from FY21 and +FY22, a reduction in Administration and Finance Expenses and the +settlement of our insurance claim for loss of income in our car parks +as a result of the Covid-19 lockdowns of £1.4 million. +In line with our dividend policy, we have declared a final dividend of 3.2 +pence per share bringing the total dividend for FY23 to 6.7 pence per +share, which is 125% covered by UFFO. +As a result of an improving Retail UFFO, a tight control on capital +expenditure and completed Work Out disposals, our cash position +increased from £88.2 million in March 2022 to £111.3 million in March +2023. One of the benefits of rising interest rates, is that we are now +receiving a return on our excess cash which is accretive to our UFFO. +Valuation Outperformance +Our portfolio valuation has been far more insulated from the impact of +rising interest rates compared to the wider real estate sector, partly due +to our already high portfolio yield, and recorded a like-for-like valuation +movement of -5.9%. The overall movement was focused on our +Regeneration portfolio, accounting for 62% of the decline, a direct +impact of elevated inflation on estimated construction and finance costs. +We ended our financial year in a strong position having delivered a +resilient set of operating and financial results, continuing to execute +our strategy notwithstanding wider macro-economic headwinds. +Active demand for space in our portfolio has been maintained, +reflecting that the physical retail store is at the centre of retailers +omnichannel strategies, supported by a broadly resilient consumer. +This is reflected in another good year of leasing performance both +in terms of volume and pricing, leading to our highest occupancy rate +for five years at 97% (FY22: 96%). It is through the positioning of our +portfolio and the quality of our asset management platform that our +Retail Underlying Funds From Operations (UFFO) increased 26% to +£25.8 million from £20.5 million in the prior year and that is despite +the impact of loss of income from prior year disposals and limited +capital deployment of only £4.0 million. +8 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Chief Executive’s review \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_100.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_100.txt new file mode 100644 index 0000000000000000000000000000000000000000..e95c9c3621335bd7e2c87008470be8e9de1df1d6 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_100.txt @@ -0,0 +1,96 @@ +Colin Rutherford +Independent Non-Executive Director, +Appointed February 2019 +Key Skills and Experience +Colin is an experienced public and private +company chairman and independent director, +with relevant sector experience including asset +management, bioscience, leisure and real estate. +Colin graduated in accountancy and finance and +qualified with Touche Ross (now Deloitte) in 1984 +and is a member of the Institute of Chartered +Accountants of Scotland. +External Appointments +Listed Companies +Evofem Biosciences Inc (Independent Director +and Audit Committee Chairman) +Other +Allstone Sand Gravels & Aggregates Limited +(Chairman); Brookgate Limited (Chairman); +Donaldson Group Limited (Independent Director +and Audit Committee Chairman); Rothley Group +Limited (Chairman) +Allan Lockhart +Chief Executive Officer +Key Skills and Experience +Allan has over 30 years’ experience in the UK +retail real estate market. He started his career +with Strutt & Parker in 1988 advising major +property companies and institutions on retail +leasing, investment and development. +In 2002, Allan was appointed as Retail Director to +Halladale Plc with a remit to acquire value add +opportunities In the UK retail real estate market +and ensure the successful implementation of +asset management strategies. Following the +successful sale of Halladale Plc In early 2007, +Allan co-founded NewRiver and served as +Property Director since its IPO until being +appointed Chief Executive Officer in May 2018. +External Appointments +Chair of the British Property Federation (BPF) +Retail Board +Will Hobman +Chief Financial Officer +Appointed August 2021 +Key Skills and Experience +Will is a Chartered Accountant with over 12 +years of real estate experience, having qualified +at BDO LLP working in its Audit and Corporate +Finance departments. Before joining NewRiver +in June 2016, Will worked at British Land for five +years in a variety of finance roles, latterly in +Investor Relations, and formerly within the +Financial Reporting and Financial Planning & +Analysis teams. Will obtained a BArch (Hons) in +Architecture from Nottingham University before +obtaining his ACA qualification, becoming an +FCA in March 2020. +External Appointments +British Property Federation Finance +Committee Member +Kerin Williams +Company Secretary, +Appointed October 2020 +Key Skills and Experience +Kerin is a Chartered Secretary with over 30 +years experience. Kerin has worked in-house in +senior positions within company secretarial +departments for a number of FTSE100 and FTSE +250 companies in real estate, chemicals, +banking and printing. Kerin has also worked in +professional services as a company secretarial +consultant; her most recent role was as +Managing Director of Prism Cosec. Kerin +graduated in Law, qualified as a Chartered +Secretary in 1997 and is a Fellow of the +Chartered Governance Institute. +Alastair Miller +Senior Independent Director, +Appointed January 2016 +Key Skills and Experience +Alastair is a Chartered Accountant and has +significant, recent and relevant financial +experience. Throughout his career Alastair has +developed skills in risk management, property, +systems, company secretariat and investor +relations. Having worked for New Look +Group for 14 years, Alastair has an in-depth +understanding of retailers and the factors that +impact their trading and profitability. Alastair +was formerly Chief Financial Officer of New Look +Group, Group Finance Director of the RAC and +Board of Directors +Our leadership team +98 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Governance \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_101.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_101.txt new file mode 100644 index 0000000000000000000000000000000000000000..d72a3f182ae8d4be6c5f8b21900cbd2c9ed98d6b --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_101.txt @@ -0,0 +1,93 @@ +Finance Director of a company within the +BTR Group. In addition to being the Senior +Independent Director, Alastair has responsibility +for ensuring that the Board successfully engages +with our workforce. +External Appointments +Listed Companies +Superdry Plc (Director and Auditco Chair); +Unbound Group plc (Director and Auditco Chair) +Other +RNLI (Risk and Audit committee member +& Council Member) +Baroness Ford OBE +Non-Executive Chair, +Appointed September 2017 +Key Skills and Experience +Baroness Ford has over 20 years’ experience +as a Non-Executive Director and Chairman of +private and Stock Exchange listed companies +and extensive experience of working with the +Government. Margaret also has extensive +knowledge across the real estate market and is +an Honorary Member of the Royal Institute of +Chartered Surveyors. From 2002 to 2008, she +was Chairman of English Partnerships (now +Homes England) and from 2009 to 2012, she was +a member of the Olympic Board and Chairman of +the Olympic Park Legacy Company. Margaret +was previously a Non-Executive Director of Taylor +Wimpey plc and SEGRO plc and the former +Chairman of STV Group plc, Grainger plc and +May Gurney Integrated Services plc. +External Appointments +Listed Companies +Lendlease Corporation +(Senior Advisor to the Board) +Other +Chairman of Challenge Board; Buckingham +Palace Reservicing Programme; National +President of the British Epilepsy Association; +Trustee, British Olympic Association; Director, +Deloitte UK LLP and Chair of the UK Audit +Governance Board; Director, North/South +Europe Board; Member of the Global Advisory +Board for Deloitte. +Baroness Ford was appointed to the House of +Lords in 2006 and is a Cross bench peer. +Charlie Parker +Independent Non-Executive Director, +Appointed September 2020 +Key skills and Experience +Charlie Parker was previously Chief Executive +and Head of the Public Service for the +Government of Jersey from January 2018 until +his retirement in March 2021. Prior to working +in Jersey, Charlie was Chief Executive of +Westminster City Council from December 2013 to +December 2017 and Chief Executive of Oldham +Metropolitan Borough Council from October +2008 to December 2013. During his various roles +as a Chief Executive, Charlie oversaw the +significant transformation and modernisation of a +large number of public services often resulting in +reduced costs and improved performance. He +was also responsible for a range of large-scale +capital infrastructure and regeneration projects in +Jersey, Westminster and Oldham. Prior to 2008 +he held a number of investment, development +and regeneration roles across national and local +government bodies for over twenty years. +External Appointments +Buckingham Palace Reservicing Programme +Challenge Board; Griffin Investments Ltd +Dr Karen Miller +Independent Non-Executive Director, +Appointed May 2022 +Key Skills and Experience +Dr Karen Miller is affiliated to the Department of +Engineering, Cambridge University and is +Co-Founder of the Cambridge Net Positive Lab. +Karen is a sustainability expert with a proven +track record of leading transformation through a +collaborative applied approach in large national +and international companies. Karen has over 25 +years’ experience of growing businesses in the +retail sector through innovation. +External Appointments +Buckingham Palace Reservicing Programme +Challenge Board; Co Founder, Cambridge Net +Positive Lab +Key +Chair of committee Member of Audit Committee Member of Nomination Committee Member of Remuneration Committee +99NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_102.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_102.txt new file mode 100644 index 0000000000000000000000000000000000000000..11e54dc6bdcd2ab18d459f5a17507a97312a4abc --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_102.txt @@ -0,0 +1,66 @@ +Corporate Governance +Executive Committee +Allan Lockhart +Chief Executive Officer +See page 98 for key skills and experience. +Emma Mackenzie +Head of Asset Management and ESG +Key Skills and Experience +Emma has overarching responsibility for the +financial and operational performance of the +retail portfolio throughout the UK. Emma’s +responsibilities also include oversight of +NewRiver’s property management, rent +collection and the Company’s Environmental, +Social and Governance programme. +Emma is a qualified chartered surveyor with +over 20 years’ experience in the retail +property market. +Launched in June 2020, Emma is one of nine +Board Members on the Government’s High +Street Task Force, following her role on the +Government’s High Streets Expert Panel and +chaired by Sir John Timpson in 2019. The HSTF +provides access to experts, case studies and +practical solutions to local town leaders and +Government to help support and revitalise UK +high streets and town centres. +Emma also sits on the Commercial Committee +of the British Property Federation. +Charles Spooner +Head of Capital Markets +Key Skills and Experience +Charles is responsible for Capital Markets and +Retail Parks throughout the UK and has over 20 +years’ experience in the real estate investment +and asset management sector. +Charles has benefited from the broad +experience as an asset manager at F&C REIT +and RREEF, on an advisory capacity at Cushman +Wakefield and as a retailer advising Specsavers +on their investment agency and development +activity. Charles is responsible for acquisitions, +disposals, development and implementation of +asset management strategies, with particular +focus on the retail warehouse sector. +Will Hobman +Chief Financial Officer +See page 98 for key skills and experience. +Edith Monfries +Chief Operating and People Officer +Key Skills and Experience +Edith is a Chartered Accountant having trained +with Deloitte, Haskins and Sells. She has over +30 years’ experience in the retail and leisure +property sector, combining Finance, Operational +and HR roles, specialising in advising on +strategic and operational matters. +Edith was appointed Head of HR at NewRiver in +October 2018 and now in her role as COO +brings her expertise in talent development +within the sector to the business. She served as +COO of Hawthorn when the pub company was +under NewRiver’s ownership and oversaw the +smooth transition following the sale. +100 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Governance \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_103.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_103.txt new file mode 100644 index 0000000000000000000000000000000000000000..b3435cb7129e4af035bf11b3d9bbd44f87677ad6 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_103.txt @@ -0,0 +1,52 @@ +Board leadership +and company purpose +Generation and preservation +of value over the long term +The Board’s role is to lead the Group and ensure +that it delivers sustainable and growing returns +for our shareholders over the longer term. +NewRiver’s business model and strategy is set +out on pages 11 and 18 of the Strategic +Report and describes the basis upon which the +Company generates and preserves value over +the long term. +Purpose, Values and Strategy +Our purpose is to own, manage and develop resilient retail assets across the UK that provide essential goods and +services and support the development of thriving communities. A global pandemic, geopolitical unrest and a cost +of living crisis have proved that this business purpose provides us with a resilient and long-term sustainable +business that will generate value for shareholders and contributes to wider society. +Our Culture +NewRiver’s collaborative and supportive culture underpins this purpose and drives +business practices. With a small workforce of around 50 employees our culture is able +to provide individuals who work for us a sense of purpose and an opportunity to thrive +and develop as individuals. The proximity between Board and employees makes it +easier for the Board to engage with employees and the Directors can monitor the +culture in a way not possible for larger companies. The small size of our team also +allows for flexibility and adaptability so that we can respond to fast changing situations. +Board Leadership +The Board oversees the Group’s active approach to asset management and the +strategy of developing and recycling convenience-led, community-focused retail assets +throughout the UK and this in turn contributes to the community and wider society. +The Board has overall authority for the management and conduct of the Group’s +business, strategy and development and is responsible for ensuring that this aligns +with the Group’s culture. +The Board, supported by the Company Secretary, ensures the maintenance of a system +of internal controls and risk management (including financial, operational and compliance +controls) and reviews the overall effectiveness of the systems in place. The Board +delegates the day-to-day management of the business to the Executive Committee. +There is a schedule of matters reserved for the Board’s decision which forms part of +a delegated authority framework to ensure that unusual or material transactions are +brought to the Board for approval. This schedule of matters is reviewed regularly to +ensure that it is kept up to date with any regulatory changes and is fit for purpose. The +last review was undertaken in February 2023. The Executive Committee also has its own +Terms of Reference that fit within the governance framework and are approved by the +Board. These terms of reference were last reviewed and updated in November 2022. +Underpinned by a committed ESG strategy +1. Disciplined +capital allocation +3. Flexible +balance sheet +2. Leveraging +our platform +101NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret office supply is a "stapler". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_104.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_104.txt new file mode 100644 index 0000000000000000000000000000000000000000..4e9b2983ddb135a30bfbd9ce7ca86b1438b47db1 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_104.txt @@ -0,0 +1,44 @@ +Workforce engagement mechanism – the role of our designated +Non-Executive Director +Alastair Miller, our Senior Independent Director, has responsibility for ensuring that the Board +successfully engages with our workforce. +As Chair of the Remuneration Committee Alastair has direct engagement with shareholders +on remuneration policy and is therefore best placed to answer questions from the workforce +on Director remuneration and its alignment to group wide remuneration and strategy. +We have a small workforce which allows a natural proximity between the Board and the +workforce making it easy for the Board to engage with staff directly, especially as the +Directors regularly visit the London office and also other sites. Staff are invited on a regular +basis to attend a group meeting with Alastair in the London office, or online if preferred. The +most recent meeting was held in April 2023. Questions are invited ahead of the session as +well as taken live on the day. Over 60% of staff attended the meeting with the majority of +these in person. Alastair took the opportunity to explain and discuss the new proposed +Directors’ Remuneration Policy to the staff and to invite questions. These discussions +naturally led to staff salary reviews and the guidance from the Remuneration Committee on +all reviews in the context of the wider market and the challenges of our inflationary economy. +The performance of the LTIP (a share scheme that all staff participate in) was discussed. +Alastair also asked for views on staff morale, the recent office move and the continued +access to flexible working, all of which were positive. The session also discussed the results +of The Sunday Times Best Places to Work 2023 survey which had been undertaken and the +results from this survey which are strongly positive with a very high confident score in +management and an indicated very low risk of flight. +Board +(Led by Alastair Miller, our Non-Executive Director, +responsible for workforce engagement) +• NED/Staff engagement sessions +• Staff survey results +• NED visits to assets and London office +• Social Events with staff +Executive Committee (“ExCo”) +• Direct report engagement and staff appraisals and feedback +• Monthly All Staff sessions +• Staff survey results +• Social events with staff +• Fund raising events with staff +Our Staff +• Monthly All Staff Sessions +• Staff survey results +Staff engagement +Corporate Governance continued +Board activities +102 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Governance \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_105.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_105.txt new file mode 100644 index 0000000000000000000000000000000000000000..f63c5849b0610b871aa056543790cbf4c9087350 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_105.txt @@ -0,0 +1,87 @@ +Discussion Link to strategy +Strategy • The Board discussed progress against strategy at most meetings and receives +updates on strategy in the CEO’s report +• During the year an entire Board meeting was devoted to strategy to ensure time could +be dedicated to a deep dive into strategic progress and direction +ESG21 3 +Finance and +Financing +• The Chief Financial Officer has presented a financial report at each Board meeting +• Approval of the Annual Report and interim report and associated financial statements +• Presentation and discussion on the draft budget and business plan +• Approval of the annual budget +• The CFO provides quarterly reporting against the Treasury policy and the Board +considered updates to the Treasury policy to take advantage of better returns on +excess cash +ESG21 3 +Audit and Risk • The Chair of the Audit Committee reported to the Board on the proceedings of each +Audit Committee meeting and meetings with valuers +• The Board considers the risk register and internal controls at least twice a year +• Update to the Board on the whistleblowing procedures +ESG21 3 +Operational and +Investor Relations +• The CEO presented a report at each Board meeting which also included updates on +investor relations +• Members of the ExCo are regularly invited to attend the Board meetings to present on +various projects +• In September 2022 the Group held a capital markets day +ESG21 3 +Stakeholders • Stakeholders including employees, occupiers, councils and communities, lenders and +shareholders are regularly considered as part of the CEO report to the Board +• The Non-Executive Directors visited a number of the Group’s assets during the year +and were provided with guided tours from the asset management teams responsible +for the assets +• HR reports are either tabled separately or included the CEO’s report +• The Board received updates from Alastair Miller’s attendance at staff sessions +ESG21 3 +Environmental • The Board receives regular updates on ESG progress in the CEO’s report +• The Audit Committee reviewed progress against ESG targets and reported to the Board ESG21 3 +Governance • The Committee Chairs reported on key matters discussed at the Board Committees +• The Company Secretary reported on key governance developments and on work +carried out to update the Group’s governance policies and procedures +• The Board reviewed the Group governance framework, updated the Board’s schedule +of matters and reviewed and updated the terms of reference of the Board committees, +including ExCo +ESG21 3 +Conflicts of interest +The Company Secretary keeps a register of all Directors’ interests. +The register sets out details of situations where each Director’s +interest may conflict with those of the Company (situational conflicts). +The register is considered and reviewed at each Board meeting so +that the Board may consider and authorise any new situational +conflicts identified. At the beginning of each Board meeting, the +Chair reminds the Directors of their duties under sections 175, +177 and 182 of the Companies Act 2006 which relate to the +disclosure of any conflicts of interest prior to any matter that may be +discussed by the Board. During the year the Board also approved a +staff conflicts of interest policy so that a conflicts of interest register +was also maintained below Board and ExCo level. +Director concerns +Directors have the right to raise concerns at Board meetings and +can ask for those concerns to be recorded in the Board minutes. +The Group has also established a procedure which enables Directors, +in relevant circumstances, to obtain independent professional advice +at the Company’s expense. +Board time commitments +All Directors pre-clear any proposed appointments to listed +company boards with the Board prior to committing to them. +The Non-Executive Directors are required, by their letters of +appointment, to devote as much of their time, attention, ability and +skills as are reasonably required for the performance of their duties. +This is anticipated as a minimum of one day a month. The Nomination +Committee annually reviews the time commitments to ensure that all +Board members continue to be able to devote sufficient time and +attention to the Company’s business. Whilst a number of the Board +have other Non-Executive directorships and commitments the +Nomination Committee remains satisfied that all of the Directors +spend considerably more than this amount of time on Board and +Committee activity. +The other listed company directorships of the NewRiver REIT plc +Directors is set out on pages 98 to 99. The Board and committee +attendance record of each of the Directors during FY23 is set out on +page 106 of this report. +Key +Link to business model and strategic objectives +1 Disciplined capital allocation 2 Leveraging our platform 3 Flexible Balance Sheet ESG Environmental, Social and Governance +103NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_106.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_106.txt new file mode 100644 index 0000000000000000000000000000000000000000..5665954b7b5b840cbb95419e10c13f38e5d4e8b7 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_106.txt @@ -0,0 +1,73 @@ +There is a clear division of responsibilities between the Chair, CEO and other members of the Board, as follows: +Role Responsibilities +Chair +Margaret Ford +Margaret’s role is to lead the Board and ensure that it operates effectively. +Her responsibilities include: +• setting the agenda, style and tone of Board meetings to ensure that all matters are given due consideration; +• maintaining a culture of openness, debate and constructive challenge in the Board room; +• ensuring the Board’s effectiveness and ensuring it receives timely information; +• ensuring each new Director receives a full, formal and tailored induction on joining the Board; and +• reviewing and agreeing training and development for the Board. +Chief Executive +Officer +Allan Lockhart +Allan’s responsibilities include: +• managing the business of the Group; +• recommending the Group’s strategy to the Board; +• ESG strategy; +• implementing the strategy agreed by the Board; and +• management of the Group’s property portfolio, including developments. +Chief Financial +Officer +Will Hobman +Will’s responsibilities include: +• implementing the Group’s financial strategy, including balance sheet capitalisation; +• overseeing financial reporting and internal controls; and +• supporting the CEO in the delivery of the Group’s strategy and financial performance. +Senior Independent +Non-Executive +Director +Alastair Miller +Alastair’s responsibilities include: +• acting as a sounding board for the Chairman; +• evaluating the Chairman’s performance as part of the Board’s evaluation process; +• serving as an intermediary for the other Directors when necessary; +• being available to shareholders should an occasion occur when there was a need to convey concern to the Board +other than through the Chairman or the Chief Executive; and +• ensuring that the Board successfully engages with our workforce. +Independent +Non-Executive +Directors +Non-Executive Directors Alastair Miller, Charlie Parker, Colin Rutherford and Karen Miller bring independent +judgement, knowledge and varied commercial experience to the meetings and in their oversight of the Group’s +strategy. Alastair and Colin chair the Remuneration and Audit Committees respectively. +Balance between Independent Non-Executive and +Executive Directors +The Board comprises four independent Non-Executive Directors +(excluding the Chair) and two Executive Directors. The Nomination +Committee is of the opinion that the Non-Executive Directors remain +independent, in line with the definition set out in the Code and are +free from any relationship or circumstances that could affect, or +appear to affect, their independent judgement. The Chair was +independent on appointment and the Board still considers her to be +independent. All Directors are subject to re-election at the AGM +each year. +Company Secretary +All Directors have access to the advice and services of the Company +Secretary. The appointment of the Company Secretary is a matter for +the Board. +Executive Committee (ExCo) +The purpose of ExCo is to assist the CEO in the performance of his +duties within the bands of the Committee’s authority, including: +• the development and implementation of strategy, operational +plans, policies, procedures and budgets; +• the monitoring of operating and financial performance; +• the assessment and control of risk; +• development and implementation of the ESG strategy; +• the prioritisation and allocation of resources; and +• monitoring competitive forces in each area of competition. +Division of responsibilities +Corporate Governance continued +104 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Governance \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_107.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_107.txt new file mode 100644 index 0000000000000000000000000000000000000000..979192920d0534860718969d55a4d2518ab9eb3a --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_107.txt @@ -0,0 +1,56 @@ +Remuneration Committee +Implements the Remuneration +Policy of the Group which is to +ensure that Directors and senior +management are rewarded in a +way that attracts, retains and +motivates them and aligns the +interests of both shareholders +and management. +Audit Committee +Reviews and monitors the Group’s +risk management processes. +Monitors the integrity of the +half-year and annual financial +statements before submission +to the Board. +Monitors the effectiveness of the +audit process. +Nomination Committee +Reviews the succession planning +requirements of the Group and +operates a formal, rigorous and +transparent procedure for the +appointment of new Directors to +the Board. +Board +Responsible for leading the Group, establishing the Company purpose and values and setting the strategy +and monitoring its progress. It sets policies and monitors performance. +Executive Committee (“ExCo”) +Assist the Chief Executive with the development and implementation of the Group strategy, the management +of the business and the discharge of its responsibilities delegated by the Board. +Senior Leadership +Team (SLT) +Senior members of the business +below ExCo level tasked with +assisting ExCo with the progress of +the Group strategy. +ESG +Committee +Led by Emma Mackenzie, Head of +Asset Management and ESG, the +ESG Committee ensures the +appropriate resources are +mobilised so the key ESG +programme milestones are +achieved. +Well-Being +Committee +Originally set up during lockdown +restrictions to focus on staff +wellbeing the committee has +evolved its brief to provide a +collective employee voice and to +focus on diversity and inclusion. +Supporting Committees +105NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_11.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..49fd476f871438305fdce5a0a24375f55f2e3ae3 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_11.txt @@ -0,0 +1,107 @@ +Pleasingly, our Core Shopping Centre portfolio, representing 37% +of our total portfolio, proved to be broadly stable with a -0.7% capital +return for FY23. Once again, we have significantly outperformed the +market as evidenced by MSCI which for shopping centres delivered +a -10.8% capital return over the last twelve months. +Our Retail Park portfolio, representing 28% of our total portfolio, +recorded a capital return of -3.2% entirely due to yield expansion +offset by ERV growth of 2.7%. Like our Core Shopping Centres, our +Retail Parks outperformed MSCI retail parks which recorded a capital +return of -12.1% over the same period. +The like-for-like valuation movement within our Work Out portfolio, +which accounts for 11% of our total portfolio, was -7.8%, outperforming +the MSCI Shopping Centre Index. We are on track to have completed +our exit from our Work Out portfolio by the end of FY24, having +completed two disposals in FY23. +Given that our portfolio consistently delivers a higher income return +and a superior capital return than the MSCI All Retail Index, on a total +return basis our portfolio has once again significantly outperformed +the index in FY23, by 1,020bps, as it has done over the last five years. +Our Balance Sheet is in great shape with an LTV of 33.9% at the year +end, in line with the prior year. Equally important is Balance Sheet +gearing which for us is less than 50%, Net debt to EBITDA is only +4.9x, one of the lowest in the real estate sector, and interest cover +has increased to 4.3x, one of the highest in the real estate sector. +These strong financial metrics and the fact that we have no +refinancing requirements nor exposure to higher interest rates +until 2028 place us in an excellent position to capitalise on +future growth opportunities at the appropriate time. +PORTFOLIO +Resilient Operational Performance +Operationally, we had a good performance in terms of leasing +volume and pricing. That, together with our high retention rate when +it comes to lease expiry or lease break, has resulted in an increase in +our occupancy to 97% (FY22: 96%). Rent collection and car park and +commercialisation cashflows all improved during the year, with rent +collection now back to pre-Covid-19 collection rates. +In total we completed 979,200 sq ft of leasing transactions during +the year, securing £7.9 million of annualised income. Our long-term +leasing transactions which represented 69% of the total rent secured +were transacted at rents 1.1% above valuer ERVs. Furthermore, +77% of the annualised long-term rent secured was in our Core +Shopping Centre and Retail Park portfolios, at levels exceeding +valuer ERVs by 2.3% and 0.8% respectively. +Whilst rent secured within our Regeneration Portfolio was down +-3.9% versus valuer ERV, it was +9.0% ahead of the previous passing +rent and therefore accretive to rental cashflows. It is also reflective of +our ongoing strategy to ensure greater lease flexibility to support our +vacant possession strategy. The Work Out portfolio leasing activity +was on terms -2.1% versus valuer ERV, however, this only represents +a small proportion of the total portfolio long-term rent secured. +For total portfolio leasing events in FY23, the rents achieved had a +Compound Annual Growth Rate (CAGR) versus the previous passing +rent of only -0.5% over the average previous lease period of 10.3 +years. Over the past three years, which totals £15.4m of annualised +rent, this is only -0.4% based on an average previous lease period +of 10.0 years. Taking into account the significant disruption the retail +sector has faced over the last 10 years from the growth of online +retailing and Covid-19, this clearly demonstrates the underlying +resilience in our rental cashflows. +OUR HIGHLIGHTS +Occupancy +96.7% +FY22: 95.6% +Rent collection +98% +FY22: 96% +Leasing vs ERV ++1.1.% +FY22: +7.4% +GRESB score +70 +FY22: 68 +Completed +disposals +£23m +FY22: £305m +Valuation +performance +-5.9% +FY22: -0.9% +Retail Underlying +Funds From Operations +£25.8m +FY22: £20.5m +Retail UFFO +per share +8.3p +FY22: 6.7p +LTV +33.9% +FY22: 34.1% +Net debt +£201.3m +FY22: £221.5m +Total Accounting +Return +-4.6% +FY22: -6.6% +Ordinary Dividend +per share +6.7p +FY22: 7.4p + * As at time of reporting FY22 results +Key +Performance versus previous year +Improved Declined Maintained +9NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_110.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_110.txt new file mode 100644 index 0000000000000000000000000000000000000000..f48555a6a6b7fd53957bc3e0c2a8a654e41d41f1 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_110.txt @@ -0,0 +1,63 @@ +Board effectiveness review +In order to evaluate its own effectiveness, the Board undertakes +annual effectiveness reviews using a combination of externally +facilitated and internally run evaluations over a three-year cycle. +The cycle of the Board evaluations is summarised as follows: +YEAR 1 (FY21) +Externally facilitated Board evaluation using interviews facilitated +by Ceradas Limited, a board effectiveness consultancy with no +other connections to the Company +▼ +YEAR 2 (FY22) +Follow up on actions prepared in response to the Year 1 +evaluation, using internally facilitated questionnaires reviewed +by an external board evaluator +▼ +YEAR 3 (FY23) +Continued follow up on actions arising from the previous +two years using internally facilitated questionnaires +During FY22 Ceradas Limited, a board effectiveness consultancy +with no other connections to the Company followed up on the review +undertaken in FY21 with a follow-up questionnaire based on the +actions identified in FY21 and the development of the strategy in +FY22. The questionnaires were internally distributed and completed +by all of the Directors. Ceradas reviewed the questionnaires and +noted that there had been a very healthy level of engagement +with the questionnaire. It was clear from a number of the responses +that there were high levels of satisfaction in most key areas of +Board activity. +The following recommendations were made: +Recommendations +• Make more time for more longer-term strategy discussions in +the Board timetable +• Schedule more informal meetings as a Board post-Covid +• Consider further mechanisms for the Board to meet and +engage with stakeholders +• Consider a more systematic approach to succession planning +and diversity +▼ +Progress: +• Strategy is discussed and monitored at each Board meeting +and dedicated strategy sessions are included in the Board +timetable +• Board dinners prior to some of the Board meetings and social +events with staff have been arranged and attended +• The Board already received regular updates on stakeholders +and met with staff and shareholders but felt that they wished +to meet other stakeholders face-to-face post the pandemic. +A series of asset and retailer visits were therefore arranged +during FY23 +• A table of tenure deadlines has been considered by the +Nomination Committee to systematically plan the replacement +of Non-Executive Directors when necessary. A detailed Board +Diversity Policy has been updated and approved. The Group +Diversity Policy is also being updated. +FY23 process +For FY23 a follow-up questionnaire based on the actions identified +in FY22 and the development of the strategy in FY23 was internally +distributed and completed by all of the Directors. We will report on +the outcomes of this review in next year’s Annual Report and on the +progress made during the year. +Corporate Governance continued +108 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Governance \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_111.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_111.txt new file mode 100644 index 0000000000000000000000000000000000000000..7229ec16fca510f5dbe3c95c6a0bd22a8072c981 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_111.txt @@ -0,0 +1,50 @@ +Dear Shareholders +I am pleased to present the Nomination Committee Report for 2023. +Monitoring the balance of skills on the Board to match our strategy +and succession planning has continued to be the key focus for the +Committee this year. +Kay Chaldecott stepped down from the Board at the AGM in 2022. Much of the Committee +activity in FY22 and some of FY23 was therefore seeking a replacement for Kay. On 30 May +2022 we were delighted to welcome Dr Karen Miller to the Board. Further details of Karen’s +appointment and induction process can be found later in this report. +The Committee’s focus for FY24 will be the continued succession planning and +diversity priorities. +Baroness Ford +Chair +14 June 2023 +Nomination Committee Report +Nomination Committee Report +Nomination Committee +responsibilities +• Regularly review the structure, size +and composition of the Board and +its Committees +• Review the leadership and +succession needs at Board and +Executive Committee level +• Identify and nominate +for approval candidates to fill +Board vacancies +• Evaluate the Board’s diversity +and balance of skills +• Evaluate the performance +of the Board +• Review the time needed to fulfil the +roles of Chair, Senior Independent +Director and Non-Executive Directors +Nomination Committee membership +Our Committee consists of four Independent Non-Executive Directors and the Chair of +the Board (biographies are available on pages 98 and 99). +• Margaret Ford: Committee Chair +• Alastair Miller +• Colin Rutherford +• Charlie Parker +• Karen Miller (appointed to the Committee on 30 May 2022) +How the Committee operates +• At least two meetings a year. During the year the Committee met three times +• Only Committee members attend meetings but we also invite the Chief Executive +Officer and the Chief Operating and People Officer to assist with succession +discussions and to brief the Committee on the views of the executive management +• The Committee has formal Terms of Reference and reviews these annually. +Copies can be found on our website at www.nrr.co.uk +109NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_112.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_112.txt new file mode 100644 index 0000000000000000000000000000000000000000..d5ae086162d03a43a9ccedc7c40613f89fd68730 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_112.txt @@ -0,0 +1,78 @@ +Less than three years +Three to six years +Six to ten years +2 +3 +2 +FY23 Nomination Committee Activity +May +• Complete NED Board appointment process – consideration +and approval +• Draft Nomination Committee Report in Annual Report +▼ +September +• Board evaluation review – report actions and outcome +• Chairman evaluation +▼ +February +• Board Diversity policy statement +• Annual review of external directorships and time +commitments required from Non-Executive Directors +prior to re-election +• Terms of Reference review +Succession planning and recruitment process +The Committee considers succession planning a key element of its +remit. It recognises the importance of creating robust succession +plans for both the Board and executive management so that they +can fulfil the Company’s long-term strategy. +The Committee acknowledges that succession plans should be +regularly reviewed to enable employees and Board members to +maintain the skills and experience necessary to ensure the continuing +success and good governance of the Company. +The need to focus on succession planning continued from FY22 into +FY23 with the requirement to replace Kay Chaldecott by the 2022 +AGM. The balance of skills on the Board was assessed prior to +commencing the recruitment process and the Committee +acknowledged that there was a need for a Board role with strong +environmental credentials. Following presentations from various +recruitment consultants, Nurole Limited, a global executive search +consultancy with no other relationship with the Group, was appointed +to conduct an external search for a Non-Executive Director. Nurole +Limited was made aware of the Company’s Diversity Policy and was +provided with a scope for the role that had been discussed and +agreed by the Committee. As part of the interview process a number +of members of the Board, including the Chair and Allan Lockhart, +interviewed a shortlist of candidates. Following a detailed due +diligence and referencing process and an opportunity to meet +other members of the Board individually, the Committee unanimously +recommended Dr Karen Miller to the Board. Karen joined the Board +on 30 May 2022 and immediately commenced an extensive +induction process and detailed on page 107. +Independence and time commitment +The Nomination Committee is of the opinion that the Non-Executive +Directors and the Chair remain independent, in line with the definition +set out in the 2018 Code, and are free from any relationship or +circumstances that could affect, or appear to affect, their independent +judgement. The balance of directors (excluding the Chair) is two +Executive Directors and four independent Non-Executive Directors. +The Committee regularly reviews the time commitments of the +Non-Executive Directors and none are considered overboarded. +Gender balance at the year end +Female Male +Board 2 29% 5 71% +Executive Committee 2 40% 3 60% +Direct Reports of Executive Committee 12 52% 11 48% +Group 23 50% 23 50% +Composition of the Board at the year end +Length of Directors’ tenure +1 +2 +4 +Chair +Executive Directors +Non-Executive Directors +(Independent) +Nomination Committee Report continued +110 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Governance +The secret fruit is an "orange". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_113.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_113.txt new file mode 100644 index 0000000000000000000000000000000000000000..eb2664650d4431daeb308a8e32b109471b9893f5 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_113.txt @@ -0,0 +1,75 @@ +The Committee regularly reviews the balance of skills on the Board to ensure that they match the Company’s strategy. +Board skills matrix Executive Directors Non-Executive Directors +Allan Lockhart Will Hobman Margaret Ford Alastair Miller Dr Karen Miller Charlie Parker +Colin +Rutherford +Property asset management ✓ ✓ ✓ ✓ +Regeneration and development ✓ ✓ ✓ ✓ ✓ +Financial and banking ✓ ✓ ✓ ✓ +Environmental ✓ ✓ ✓ ✓ +Social and Governance ✓ ✓ ✓ ✓ ✓ ✓ ✓ +Capital allocation and cost efficiency ✓ ✓ ✓ ✓ ✓ ✓ +Capital partnerships ✓ ✓ ✓ ✓ +Commercial leadership ✓ ✓ ✓ ✓ ✓ ✓ +Mergers and acquisitions ✓ ✓ ✓ ✓ +Public sector partnerships ✓ ✓ ✓ ✓ +Workforce well-being ✓ ✓ ✓ ✓ ✓ ✓ +Board and Company diversity +Company policy +As a Company, we are committed to a culture of diversity and +inclusion in which everyone is given equal opportunities to progress +regardless of gender, race, ethnic origin, nationality, age, religion, +sexual orientation or disability. When recruiting, the Company has +always considered all aspects of diversity during the process. The +Company is very mindful of the need to strive to create as diverse a +Company as possible, and to create as many opportunities as +possible for nurturing emerging female talent. The Company always +ensures there is a selection of candidates who have a good balance +of skills, knowledge and experience. The Committee places particular +value on experience of operating in a listed company, experience of +the real estate and retail sectors, and financial or real estate training. +The Company aims to recruit the best candidates on the basis of their +merit and ability. +Board policy +During the year the Board reviewed and updated its diversity policy. +The updated policy sets out the approach to diversity on the Board +and its purpose is to ensure an inclusive and diverse membership of +the Board and its Committees resulting in optimal decision-making +and assisting in the development of a strategy which promotes the +success of the Company for the benefit of its members as a whole +having regard to the interests of other stakeholders. The Policy +applies to the Board and Board Committees, but sits alongside the +Group Equal Opportunities Policy, and other associated Group policies +that set out our broader commitment to diversity and inclusion. +The Board acknowledges the benefits of greater diversity, +including gender diversity and remains committed to ensuring +that the Company’s directors bring a wide range of skills, knowledge, +experience, backgrounds and perspectives. The Board supports +the recommendations of the Davies Review (Women on Boards), +the Hampton-Alexander Review and the Parker Review and intends +to consider the recommendations when contemplating future +appointments to the Board. +Policy objectives: +The Board aspires to maintain a balance such that: +• At least two members of the Board are female, with a long-term +aspiration to achieve no less than 40% female representation on +the Board; and +• In the longer-term, at least one director will be from a non-white +ethnic minority background. +while recognising that: +• This balance may not be achieved until further Directors are +replaced at the end of their tenure; +• On an ongoing basis, periods of change in Board composition may +result in temporary periods when this balance is not achieved; +• All appointments must continue be made on merit; and +• New appointees embody the culture and values of the Group. +Diversity (including gender and ethnicity) will be taken into +consideration when evaluating the skills, knowledge and experience +desirable to strengthen the Board and when making appointments. +The Board supports and monitors management’s actions to increase +the proportion of senior leadership roles held by women, people from +ethnic minority backgrounds and other under-represented groups +across the Company in support of the Hampton-Alexander Review +and Parker Review recommendations. +111NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret object #4 is a "bed". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_114.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_114.txt new file mode 100644 index 0000000000000000000000000000000000000000..96844d3a5ee0e2050313f92141deef06fec7e0e5 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_114.txt @@ -0,0 +1,63 @@ +Number of Board +members Percentage of the Board +Number of senior +positions on the Board +(CEO, CFO, SID, Chair) +Number in executive +management +Percentage of executive +management +Men 5 71% 3 3 60% +Women 2 29% 1 2 40% +Not specified/prefer not to say – – – – – +Number of Board +members Percentage of the Board +Number of senior +positions on the Board +(CEO, CFO, SID, Chair) +Number in executive +management +Percentage of executive +management +White British or other +White (including minority/ +white groups) +7 100% 4 5 100% +Mixed/Multiple ethnic groups +Asian/Asian British + – – – – – +Black/African/Caribbean/Black +British Other ethnic group, +including Arab + – – – – – +Not specified/prefer not to say – – – – – +LISTING RULES +(LR 9.8.6R (9)) and (LR 14.3.33R(1)) +As at 31 March 2023 the Company had not met all of the targets +of the listing rules diversity and inclusion guidelines as follows +Listing rule requirement Detail +At least 40% of the board are women The Board comprises two female Directors and five male Directors, equivalent to +29% female representation. The Board’s policy is to ensure that at least two members +of the Board are female, and that the Board has a long-term aspiration to achieve no less +than 40% female representation on the Board. As the Board has only seven Directors, +Board vacancies are not frequent. The most recent Board appointment was female but +this has not increased the female representation as the incoming female replaced an +exiting female. +At least one of the senior board positions +(Chair, Chief Executive Officer (CEO), Senior +Independent Director (SID) or Chief Financial +Officer (CFO)) is a woman. +The Chair of the Board is female. +At least one member of the board is from a +minority ethnic background (which is defined +by reference to categories recommended +by the Office for National Statistics (ONS)) +excluding those listed, by the ONS, as +coming from a white ethnic background). +There are currently no Board members that are from a non-white ethnic background. +As is the case with female representation with a small Board with a low turnover of Directors +the targets set by the listing rules will take time to achieve. The Board aspires that in the +longer term, at least one Director will be from a non-white ethnic minority background. +Nomination Committee Report continued +112 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Governance \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_115.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_115.txt new file mode 100644 index 0000000000000000000000000000000000000000..34b1f616cda16b6155e52333a9b005cb10a9c211 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_115.txt @@ -0,0 +1,74 @@ +Audit, risk and internal control +Dear Shareholders +I am pleased to present the Audit Committee Report for 2023. The Report provides an outline +of the activities carried out by the Committee in accordance with its terms of reference as it +supports the Board and the Company’s governance structure and activities. +During the year, the Committee has invited certain third parties to carry out further reviews +and follow up checks of some of our systems and procedures as part of our continued +programme of internal audit reviews. Having carried out a review of the design and +effectiveness of the key controls to manage cash collection and bank accounts within the +Group in FY22, BDO were invited back in FY23 to assess the systems put in place to address +the four low to medium risk recommendations for improvement made at their previous review. +Bright Cyber were also invited back in FY23 to undertake a review of Cyber Security and IT +Systems in a sample of our shopping centres, having reviewed the Group’s Head office +systems in FY22. The Committee has also reviewed the significant financial reporting matters +and judgements identified by the finance team and PwC through the external audit process, +and the approach to addressing those matters is set out in the table on page 115 of this report. +During the year the Non-Executive Directors have visited a number of the assets. This +provides context to the reports received. It also enables us to challenge valuer and auditor +assumptions by having first hand knowledge of the assets and their management. +Our regular programme of meetings and discussions, supported by our interactions with the +Company’s management, external auditors and property valuers and the quality of the reports +and information provided to us, enables the Committee members to effectively discharge our +duties and responsibilities. +Colin Rutherford +Audit Committee Chair +14 June 2023 +Audit Committee +responsibilities +• Oversight of the Group’s relationship +with its external auditors, PwC, +including their remuneration +• Monitoring the integrity of the half +year and annual financial statements +before submission to the Board +• Discussing any issues arising from +the half year review and year end +audit of the Group +• Reviewing significant financial +reporting matters and judgements +• Reviewing the effectiveness of the +Group’s system of internal controls +• Reviewing the Group’s whistleblowing +procedures and reports to the Board +• Reviewing and monitoring the +Group’s risk management processes +• Conducting an annual review of +the need to establish an internal +audit function +• Oversight of third-party internal +audit workstreams +• Monitoring and annually reviewing the +auditor’s independence, objectivity +and effectiveness of the audit process +• Reviewing the Company’s +ESG progress. +Audit Committee Report +Audit Committee membership +Our Committee consists of four Independent Non-Executive Directors: +(biographies are available on pages 98 and 99). +• Colin Rutherford: Committee Chair +• Alastair Miller +• Charlie Parker +• Karen Miller (appointed to the Committee on 30 May 2022) +How the Committee operates +• Each Committee member is independent and has broad commercial experience +• Colin Rutherford has significant, recent and relevant financial experience and +was previously the Chairman of the Audit Committee of Mitchells & Butlers plc +• Alastair Miller is a Chartered Accountant and was previously the Chief Financial Officer +of New Look Group and has significant, recent and relevant financial experience +• The Committee as a whole has competence relevant to the sector +• During the year the Audit Committee held five meetings +• The Chief Financial Officer and the Group’s external auditors are invited to attend +the Committee meetings. +113NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_116.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_116.txt new file mode 100644 index 0000000000000000000000000000000000000000..d53c572014cc625724a79dfece96edade00ab8ff --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_116.txt @@ -0,0 +1,95 @@ +FY23 Audit Committee activity +May +• Meeting with the Property Valuers +▼ +May +• External Auditors’ Report to the Committeee +• Internal Controls Review +• Gifts and Hospitality register +• Going Concern assessment +• Viability statement assessment +• Risk Review and Principal Risks +• ESG achievements +• Preliminary results +• Fair, Balanced and Understandable review +• Review Annual Report for recommendation to the Board +• Draft Audit Committee Report in Annual Report +• Meeting with External Auditors without management present +• Re-appointment of External Auditors recommendation. +▼ +November +• Meeting with the Property Valuers +▼ +November +• Going Concern Review – report actions and outcome +• External Auditor’s Plan +• External Auditor’s Report to the Committee +• Internal controls – updates from third parties +• Review of Principal Risks +• Half year results +• Meeting with External Auditors without management present +▼ +February +• External Auditor Audit Plan Update +• Risk Review +• Consider requirement for an internal audit function +• Review Whisleblowing +• Auditor Effectiveness +• Annual Review of Terms of Reference +Relationship with the auditors +The Committee has primary responsibility for managing the +relationship with the external auditors, including assessing their +performance, effectiveness and independence annually and +recommending to the Board their reappointment or removal. +PricewaterhouseCoopers LLP (PwC) were appointed as the Group’s +external auditors in 2019. The Committee keeps under review the +need for future tenders in accordance with current regulations and +subject to the annual assessment of the auditor’s effectiveness and +independence. +Chris Burns is the PwC lead audit partner and, in-line with the policy +on lead audit rotation, he is expected to rotate off the audit ahead of +the 2025 audit. +During the year, the members of the Committee met twice with +representatives from PwC without management present, to ensure +that there are no issues in the relationship between management and +the external auditors which it should address. There were none. +External auditor +The Committee considers the nature, scope and results of the +external auditors’ work and reviews, develops and implements a +policy on the supply of any non-audit services that are to be provided +by the external auditors. It receives and reviews reports from the +Group’s external auditors relating to the Group’s Annual Report and +Accounts and the external audit process. +In respect of the audit for the financial year ended 31 March 2023, +PwC presented their Audit plan (prepared in consultation with +management) to the Committee. The Audit plan included an +assessment of audit risks, audit scope, independence, the terms +of engagement, fees and robust testing procedures. +The Committee approved the implementation of the plan following +discussions with both PwC and management. +Audit and non-audit fees +Audit fees for the financial year ended 31 March 2023 were £499k. +The Company has a non-audit services policy in place which limits +PwC to working on the audit or such other matters where their +expertise as the Company’s auditor makes them the logical choice +for the work. This is to preserve their independence and objectivity. +The Company paid £95k in non-audit fees to PwC for the financial +year ended 31 March 2023. The non-audit fees relate solely to +PwC’s review of the interim results for the six months to +30 September 2022. +Effectiveness and independence +The Chair of the Committee speaks regularly to the external audit +partner to ascertain if there are any concerns, to discuss the audit +reports and to ensure that the external auditors have received the +support and information requested from management. +In accordance with the guidance set out in the Financial Reporting +Council’s ‘Practice aid for audit committees’, the assessment of the +external audit has not been a separate compliance exercise, or an +annual one-off exercise, but rather it has formed an integral part of +the Committee’s activities. This has allowed the Audit Committee to +form its own view on audit quality and on the effectiveness of the +external audit process, based on the evidence it has obtained +throughout the year. +Audit Committee Report continued +114 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Governance \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_117.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_117.txt new file mode 100644 index 0000000000000000000000000000000000000000..6d659d0222afd33669e87953bbf8e5077f3f513c --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_117.txt @@ -0,0 +1,49 @@ +Having regard to these matters the Committee has considered the effectiveness of the external audit process and feels that the external +auditors have demonstrated professional scepticism and challenged management’s assumptions where necessary. +The Audit Committee is satisfied with the scope of PwC’s work, and that PwC continues to be independent and objective. The Committee is +therefore pleased to recommend that PwC be re-appointed as the Group’s external auditors at the 2023 AGM. +Key judgements and estimates +The Committee reviewed the external reporting of the Group including the interim review, quarterly announcements and the Annual Report. +In assessing the Annual Report, the Committee considered the key judgements and estimates. +The significant issue considered by the Committee in respect of the year ended 31 March 2023, which contained a significant degree of +estimation uncertainty, is set out in the table below. +Significant issue How the issue was addressed +Valuation of properties +Changes in key estimates can have a significant impact on the +valuation of properties. The Group has a property portfolio +recognised on its Consolidated Balance Sheet valued by external +valuers at £551.5 million at 31 March 2023. +The Committee and management met with Colliers, Knight Frank and +Kroll (previously Duff and Phelps) (the Group’s external valuers) on +several occasions to discuss the valuation of the assets and +understand the process that was followed, the key estimates used +and to ensure a robust and independent valuation had taken place. +The meetings were productive and management and the Committee +have confirmed that they continue to adopt the valuations as being +the fair valuation of the properties as at the reporting date. In addition +the external auditors have performed additional audit procedures +over the valuer judgements and estimates and presented challenges +which were reported to and discussed with the Committee. +Sources of evidence obtained and observations dring the year: +By referring to the FRC’s Practice aid on audit quality. The Committee has looked to this practice aid for guidance and has +ensured that assessment of the external audit is a continuing and +integral part of the Committee’s activities. +Observations of, and interactions with, the external auditors. The Committee has met with the external audit partner without +management at least twice during the year and has noted that PwC +was performing well and the working relationship was good. +The audit plan, the audit findings and the external auditors’ report. The Committee scrutinises these documents and reviews them +carefully at meetings and by doing so has been able to assess the +external auditors’ ability to explain in clear terms what work they +performed in key areas and also assess whether the description used +is consistent with what they communicated to the Committee at the +audit planning stage. The Committee has also regularly challenged +these reports in the meetings. +Input from those subject to the external audit, including a detailed +questionnaire completed by the finance team. +The Committee has requested the insights from the Chief Financial +Officer and the Finance team during the external audit process. This +year the Finance team completed a detailed questionnaire about the +audit process and the working relationship with the external auditors. +This questionnaire was considered in detail by the Committee in one +of its meetings. +115NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_12.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..beb9d47b634bbba2a2a70ffb9732761430091b84 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_12.txt @@ -0,0 +1,124 @@ +Overall, our long-term leasing transactions had a weighted average +lease expiry (WALE) of 8.2 years, up from 6.4 years in FY22, with +Retail Parks at 12.0 years and Core Shopping Centres at 6.9 years. +In terms of occupier incentives, we have seen a marked improvement +in rent-free periods granted in the period compared to FY21 and +FY20. For long-term leasing transactions, the average rent-free +period was just 2.8 months with many occupiers receiving no +rent-free period. +The demand for space that we saw in our portfolio during the year +remained broadly based with 67% of the space leased to Grocery, +Discount, F&B, Health & Beauty and Value Fashion. +Well Positioned Portfolio +As at 31 March 2023, Retail Parks accounted for 28% of our portfolio, +totalling 14 assets. It has been another positive year for our Retail Park +Portfolio which at year end was 98% occupied with a retention rate +of 100%. We have continued to see strong occupational and investor +demand for our Retail Parks which are predominately located adjacent +to major supermarkets, benefit from free surface car parking and are +supportive of retailers’ omnichannel strategies. As such we had a good +year of leasing with transactions completed 0.8% ahead of valuer ERV. +Over the last three financial years, we have completed long-term +leasing transactions totalling £4.5 million of annualised rent across our +Retail Parks which versus the previous passing rent equates to a CAGR +of +0.6% per annum over the average previous lease period of 12.3 +years. Our Retail Parks delivered a total return of 4.8%, outperforming +the MSCI retail warehouse index by +1,170 basis points, which recorded +a -6.8% total return. +As at 31 March 2023, our Core Shopping Centre portfolio represented +37% of our total portfolio value and comprises 14 Core Shopping Centres +at the heart of local communities providing a range of essential goods +and services with an occupancy of 98% and retention rate of 90%. +The consistent occupational demand is reflected in the positive +leasing performance during the year with long-term deals transacted +2.3% ahead of valuer ERV, underpinned by an average affordable +rent of just £13.18 per square foot and £39,000 per annum. Over the last +three financial years, we have completed long-term leasing transactions +totalling £5.5 million of annualised rent, which compared to the previous +passing rent, equates to a CAGR of only -0.8% per annum over the +average previous lease period of 9.9 years. Our Core Shopping Centres +delivered a total return of 10.3%, outperforming the MSCI shopping +centres index by +1,540 basis points, which recorded a -5.1% total return. +We have three Regeneration assets, representing 23% of the +total portfolio value, for which we have planning consent for: +187 residential units, over 850 residential units at the pre-planning +application stage and a further 350 residential units in the masterplan +stage for phase one. None of these projects will be built-out by +NewRiver as our intention is to deliver value either through sale or +by partnering with residential developers, once planning consents +are secured. Currently, we are not exposed to material contractual +capital expenditure commitments but in order to maximise value, +some modest capital expenditure will be required over the next +two years. Whilst we advance our regeneration proposals, we have +maintained a high occupancy at 97% whilst at the same time building +flexibility into the leases to deliver future vacant possession. As such +the leasing deals completed within our Regeneration portfolio were +transacted at a modest -3.9% below valuer ERVs. +Our Work Out portfolio represents 11% of our portfolio and comprises +nine assets which we intend to dispose of or complete turnaround +strategies on. Since our Half Year results, we have completed the +disposals of two shopping centres in Wakefield and Darlington, with +the remaining sales to be completed in FY24; those assets subject to a +turnaround strategy are supported by further investment by the end of +FY24. In the interim, occupancy and retention rates for our Work Out +assets remain high at 93% and 89% respectively and leasing deals +completed during the year were transacted at -2.1% below valuer ERV. +In respect of capital and total returns, our Work Out portfolio has +outperformed the MSCI shopping centres index by +10 and +590 +basis points respectively. +PLATFORM +Growing Capital Partnerships +Capital Partnerships are an important component of our strategy to +deliver earnings growth in a capital light way. We were delighted in +November 2022 to secure a high-profile mandate from M&G Real +Estate to manage a large retail portfolio comprising 16 retail parks +and a shopping centre located in the South East of England. After our +appointment in November 2022, the mandate was extended to include +a further shopping centre in the South East post year end in April 2023. +Currently, we have three key Capital Partnerships: in the public sector +with Canterbury City Council; in the private equity sector with BRAVO; +and now in the institutional sector with M&G Real Estate. Currently, +we asset manage 19 retail parks and five shopping centres with a +total value in excess of £500 million and annualised rent of over +£50 million. +The expansion and breadth of our Capital Partnerships is a clear +recognition of the need for a best-in-class platform to extract +performance in the highly operational retail sector. We believe that +we have a significant opportunity to deliver further earnings growth +through our Capital Partnership activities. +Prudent Capital Allocation +Capital allocation during the year has been focused on investing +in our portfolio with tightly controlled discipline given the macro- +economic uncertainty. Total investment in FY23 was £4.0 million of +which 57% was allocated to our retail park portfolio, with the largest +project being the construction of a new Aldi store in Dewsbury which +accounted for 23% of our total portfolio investment. +We invested £0.6 million in our Core Shopping Centres, the key +project being the funding of our planning application for a new +food store in Market Deeping which was unanimously approved +by the Council post year end. Our Regeneration portfolio received +£0.7 million of investment principally to advance our forthcoming +planning application in Grays for an 850+ unit residential-led major +town centre regeneration. +Committed progress to ESG +We take our role as the custodians of assets within the community +very seriously and part of that responsibility is helping to protect +the long-term sustainability of the environment that they sit within, +and we are pleased to report great progress in the delivery of our +committed ESG Strategy. +During the year, the quality of the Management and Governance of +our business was recognised as we ranked first place in the GRESB +“Management” module out of a total 901 participants across Europe. +This recognition is due to the fastidious work from our team in +embedding our ESG objectives across the business at both the +corporate and asset level including developing a supplier ESG +performance evaluation process and formalising a quarterly ESG +performance review process for our Property team. +Our ESG activities this year have resulted in achieving our target +GRESB score of 70/100 for the “Standing Portfolio” Benchmark, scoring +90/100 for the GRESB “Development” benchmark and being awarded +an “A” alignment in GRESB’s independent TCFD assessment. +10 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report10 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Chief Executive’s Review continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_127.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_127.txt new file mode 100644 index 0000000000000000000000000000000000000000..0fbb282ccc32472d651ef6c8dcad0e6ed0d31a46 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_127.txt @@ -0,0 +1,88 @@ +Chair and Non-Executive Directors +Element +Purpose +& Link to Strategy Operation Maximum Performance Target +Fees To provide +market competitive +director fees. +Annual fee for the Chair. +Annual base fee for the +Non-Executive Directors. +Additional fees are paid to Non-Executive +Directors for additional responsibilities +such as being the Senior Independent +Non-Executive Director or chairing a +Board Committee. +Fees are reviewed from time to time +taking into account time commitment, +responsibilities and fees paid by +companies of a similar size and +complexity. +Payable in cash. +Expenses incurred by Non-Executive +Directors in connection with the fulfilment +of their roles are reimbursed (including +any personal tax due on such expenses). +Fee increases are applied in line +with outcome of the review. +Not applicable. +Notes on the remuneration policy table +Dividend equivalents +Dividend equivalent shares will be added to unvested awards +under the 2016 DBP and the 2016 PSP on a reinvested basis, +although this can be calculated in an alternative manner at the +discretion of the Committee. Dividends will accrue from the date of +grant to the vesting date or, if applicable, the last day of the holding +period. +Performance measures +Each year the Committee selects the most appropriate performance +measures and targets for the annual bonus plan and LTIP. The +measures selected will be aligned with Company strategy and key +performance indicators and performance targets are set with the +aim of setting stretching targets which incentivise and reward +improved performance. +Malus and clawback +In the event of gross misconduct, or the material misstatement of +financial information, or if an error is discovered in the calculation +of any incentive plan payments, or where there has been an issue +in relation to the company’s reputation, or corporate failure, the +Committee has discretion to exercise malus and clawback provisions +in respect of all cash bonus and share awards. The Committee may +reduce the vesting of awards prior to vesting and/ or require the +repayment or reimbursement of awards which have already vested +and been exercised across all incentive plans. +The Committee may operate clawback on the terms stated above +during the 36 months following the payment date of the annual +bonus or vesting date of an award granted on the terms of the 2016 +PSP. +Discretion +The Committee may amend the remuneration policy to accommodate +minor changes for administrative or legislative purposes. +In relation to the operation of the incentive plans, the Committee has +certain discretions which include, but are not limited to, the following: +• selecting the participants in the plans; +• determining the timing of grants of awards and/or payments; +• determining the quantum of awards and/or payments (within the +limits set out in the remuneration policy); +• determining the extent of vesting based on the assessment +of performance; +• making the appropriate adjustments required in certain +circumstances (e.g. change of control or a capital reorganisation); +• determining “good” or “bad” leaver status for incentive plan +purposes and applying the appropriate treatment; +• determining the weighting, performance measures, and targets +for the annual bonus plan and the PSP from year to year; and +• if events occur that cause the Committee to determine that the +performance conditions and/or targets for the incentive plans are +unable to fulfil their original intended purpose, to adjust targets +and/or set different measures or weightings for the applicable +annual bonus and PSP awards. +Consideration of shareholders’ views +The Committee’s policy is to consult with major Shareholders in +respect of significant decisions on executive remuneration and has +done so regularly. +During the year the Committee consulted extensively in relation to +the proposed New Remuneration Policy and investor feedback +helped shape the proposals, particularly in relation to our approach to +executive pension provision. +125NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_128.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_128.txt new file mode 100644 index 0000000000000000000000000000000000000000..9a6c40ccb21a827b04782b1273f45a4663b16f68 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_128.txt @@ -0,0 +1,119 @@ +Remuneration Committee Report continued +How wider employee pay was considered during +the policy review +The Committee considered carefully the pay and conditions in the +workforce generally, as part of its review of the Directors’ +remuneration policy. Alastair Miller as Remuneration Chair and also +the Non-Executive Director charged with staff engagement hosted a +staff forum to explain the Directors’ Remuneration Policy and how it +aligns with remuneration of the workforce and to take comments +from staff. All the Non-Executive Directors have visited a large range +of the assets during the year which has given them the opportunity to +meet with more junior staff and listen to their views. +The policy for Executive Directors is rolled out on a consistent basis +throughout the workforce. All staff participate in the Annual Bonus +Plan and Performance Share Plan and we have a consistent approach +in relation to benefits and pension, noting the CEO will be aligned +following the 2023 AGM. There are however some differences in the +Director’s Remuneration Policy compared to the policy for +employees. For example, the opportunity for the incentive plans +varies by seniority. +Service contracts and payments for loss of office +Executive Directors’ service contracts are terminable by either party +giving the other 12 months’ written notice. If notice is served by either +party, the Executive Director may continue to receive base salary, +benefits and pension for the duration of their notice period during +which time the Company may require the individual to fulfil their +current role or may place the individual on garden leave. The +Committee will seek to minimise the level of payments to a departing +Director, having regard to all circumstances, including the Company’s +contractual obligations to the Director, the reason for departure, and +the Company’s policy on mitigation. +The Company may elect to make a monthly payment of base salary, +plus an amount in lieu of benefits/pension contribution/equivalent or +just base salary, in lieu of notice. Any payments in lieu of notice would +be phased monthly and subject to offset against earnings elsewhere. +Reasonable outplacement and legal costs may be payable. +Where a Director may be entitled to pursue a claim against the +Company in respect of his/her statutory employment rights or any +other claim arising from the employment or its termination, the +Committee will be entitled to negotiate settlement terms with the +Director that the Committee considers to be reasonable in the +circumstances and is in the best interests of the Company, and to +enter into a settlement agreement with the Director. +In addition to the contractual provisions regarding payment on +termination set out above, the Group’s incentive plans and share +plans contain provisions relating to termination of employment. Good +leaver provisions relate to termination of office or employment by +reason of death, ill-health, injury, incapacity or disability of the award +holder, redundancy or sale or transfer out of the Group or the +Company or undertaking employing that employee, or any other +circumstances stipulated by the Committee at the date of award. +For any good leaver the approach in relation to the incentive plans +will be as follows: +Annual bonus: bonus may be payable at the normal time pro-rata for +the portion of the year worked. Outstanding deferred bonus awards +would be retained and would vest at the usual time. +PSP awards: awards would vest at the usual time subject to the +achievement of the performance conditions and would normally be +scaled back pro-rata for the extent of the vesting period completed at +cessation of employment (unless in exceptional circumstances the +committee determines that the award should not be scaled back). +The two year post vest holding period would usually continue to +apply. +If an Executive Director is not deemed to be a good leaver, all bonus +entitlements and LTIP awards would normally lapse. +Non-Executive Directors’ letters of appointment incorporate a notice +period of three months. +No payment for compensation for loss of office will be made to the +Chair or any Non-Executive Director other than where the Company +determines that fees for the notice period should be paid. +The details of the service contracts for Executive Directors and Letters +of Appointment for the Non-Executive directors are summarised below: + +Directors Date of Appointment +Expiry date of service agreement +of letter of appointment +Allan Lockhart 18 August 2016 12 month rolling contracts +Will Hobman 20 August 2021 +Margaret Ford 1 September 2017 3 month rolling contracts +Colin Rutherford 5 February 2019 +Dr Karen Miller 30 May 2022 +Charlie Parker 10 September 2020 +Alastair Miller 18 August 2016 +The service agreements are available to shareholders to view at the +Company’s Registered Office on request from the Company +Secretary and at the Annual General Meeting. +External directorships and memberships +Executive Directors may take up one external directorship, subject to +the prior approval of the Board. In considering the appointment, the +Board will consider whether the appointment will have an adverse +impact on the Director’s role within the Company and whether it will +be a conflict of interest. Fees earned may be retained by the Director. +At present, no Executive Director has an external directorship. +Executive Directors are encouraged to join, when invited, advisory +committees of industries and professional bodies directly related to +the Company’s business. This helps to keep the Company informed +of any future regulations or trends which may affect it in the future, as +well as providing the opportunity to influence future decision making. +Recruitment arrangements +The Committee will apply the same remuneration policy and +principles when setting the remuneration package for a new +Executive Director. The Committee will take into consideration all +relevant factors to ensure that pay arrangements are in the best +interests of the Company and its shareholders. +Ongoing benefits, pension provisions, annual bonus participation and +awards under both the DBP and the PSP will be in line with those +stated in the policy. In exceptional circumstances, the maximum level +of variable pay which may be awarded to a new Executive Director in +the first year of appointment under the policy will be 325% of salary +(i.e. 125% annual bonus plus 200% PSP award). +Different performance measures may be set for any initial awards +under the DBP and PSP after considering the responsibilities of the +individual, the point in the year that they joined and the rules of the +applicable plan. The rationale will be clearly explained in the Annual +Report following such recruitment. The level of bonus which may be +paid will be pro-rated to reflect the time in the year when the +Executive Director joins. +126 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Governance \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_129.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_129.txt new file mode 100644 index 0000000000000000000000000000000000000000..f549e91ba83fb4daa3cf43a1da33b67cdbbdf61d --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_129.txt @@ -0,0 +1,62 @@ +The Committee will have discretion to make payments or awards to buy out incentive arrangements forfeited on leaving a previous employer, +i.e. over and above the approach outlined in the table above and may exercise the discretion available under Listing Rule 9.4.2R if necessary to +do so. In doing so, the Committee will match the fair value of the awards forfeited, taking account of the form, any applicable performance +conditions and the likelihood of those conditions being met and the proportion of the applicable vesting period remaining. +Where an Executive Director appointment is an internal candidate, the Committee will honour any pre-existing remuneration obligations or +outstanding variable pay arrangements that relate to the individual’s previous role. +Non-Executive directors will be recruited on the basis of a Letter of Appointment with a three month notice period. +Minimum On Target Maximum Maximum +with +Share Price +Increase +Minimum On Target Maximum Maximum +with +Share Price +Increase +Allan Lockhart Will Hobman +Total remuneration (£) +500k +1,000k +1,500k +2,000k +0k + £350k100.0% +31.9% +55.4% +30.0% +13.0% +26.1% +32.6% +28.3% +100.0% 54.5% 31.7% 27.6% +32.9% +26.3% +13.2% +38.0% +30.3% +32.5% +13.0% +37.4% +32.6% +12.7% +£526k £643k +£1,103k +£1,271k +£950k +£1,857k +£1,615k +Illustrations of the operation of the Remuneration Policy +Fixed Pay Annual Bonus LTIP LTIP value with 50% +share price growth +Minimum performance: • comprising the minimum remuneration receivable (being base salary, +pension and benefits received in FY23); +On target performance: • comprising fixed pay, annual bonus payment at 50% of the maximum +opportunity and long-term incentive awards vesting at 25% of +maximum opportunity; +Maximum performance: • comprising fixed pay, 100% of annual bonus and 100% vesting +of long-term incentive awards, and +Maximum performance with share price increase: • comprising fixed pay, 100% of annual bonus and 100% vesting +of long-term incentive awards with the value increased for share price +appreciation of 50%. +127NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret clothing is a "glove". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_13.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..36ed1d1f9712eb2545751eed1749b85d910a4a1d --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_13.txt @@ -0,0 +1,89 @@ +We also retained our ‘B’ Rating from CDP for our management of +climate-related issues as well as retaining our Gold Award in EPRA +Sustainability Best Practice Recommendations Awards, recognising +the excellence in the transparency and comparability of our +environmental, social and governance disclosures. +Our assets are typically easily accessible with short travel times, +supporting the wider climate and well-being agenda. We set our +pathway to Net Zero in 2019 and we continue to make great inroads +in implementing this. Achieving net-zero within the retail sector relies +upon mutual action by real estate owners and occupiers. The energy +consumed by our occupiers in our assets accounts for almost 90% of +our total carbon emissions. These are emissions over which we have +limited control, but we continue to develop our engagement activities +to support alignment between our climate ambitions and those of our +occupiers and so we are pleased to report that 57% of our lettable +floorspace is occupied by retailers that have already set emissions +reduction targets, with approximately 70% of that 57% part of the BRC +Climate Commitment to reduce carbon emissions to net zero by 2040. +As we reported last year, all of the energy supplied into our common +areas (malls and car parks) is already carbon neutral but this year we +also generated over 250,000 kWh of renewable electricity on-site at +our assets, maintained our “zero waste to landfill” policy and +delivered or secured contracts for EV charging infrastructure at +88% of our surface-level car parks. Given cost inflation headwinds, +it is also notable that the energy supplied into our malls is hedged +until Spring 2024, so we are not facing into price increases. +Finally, during the year we relocated our Head Office to a +BREEAM Excellent, Net-Zero building in London. We are committed +to continuing this great work and playing our part in helping protect +our planet and stakeholders for the long-term. . +MARKET +Outlook +Despite ongoing geopolitical tensions, elevated inflation and higher +interest rates, we are reassured with the improving occupational +demand for space in our resiliently positioned portfolio. Given our +current high occupancy rates for Retail Parks and Core Shopping +Centres at 98% and the benefit of the reduction of business rates for +our occupiers, we believe that the prospects for future rental growth +are now encouraging which should be supportive of future valuations. +For some time now, we have consistently expressed our confidence +in our portfolio positioning which is predominately focused on +essential goods and services. Our operating and financial results over +the last two years demonstrate the underlying resilience that we have +in our portfolio and in our platform, and we expect that to continue +into our new financial year. +We are in an excellent position with a strong balance sheet that is +not exposed in the medium term to rising interest rates, we have +capital available to deploy and opportunities to expand our Capital +Partnerships. We are therefore confident of our ability to deliver our +medium term objective of a consistent 10% total accounting return. +Allan Lockhart +Chief Executive Officer +14 June 2023 +OUR STRATEGY +We do this by delivering on our +business model: +This strategy is underpinned by clear +pillars of execution: +• Highly collaborative working relationships with all key partners +• A clear plan to help create thriving communities in the towns +where we are invested +• A committed sustainability strategy to minimise our impact on +the environment +• Creating opportunities for our team to develop their careers +• Operational efficiency and excellence +• Maintaining a strong balance sheet +• Delivering consistent and attractive risk-adjusted returns +Our strategy aims to deliver a reliable +and recurring income led 10% Total +Accounting Return and create value +for our stakeholders: +Local +Authorities +Shareholders +Environment +Occupiers +Capital +Partners +Team +Lenders +Communities +Underpinned by a committed ESG strategy +1. Disciplined +capital allocation +3. Flexible +balance sheet +2. Leveraging +our platform +11NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 11NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_138.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_138.txt new file mode 100644 index 0000000000000000000000000000000000000000..3b42cb9ddf98f3bbd232784701140158c9fa95ca --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_138.txt @@ -0,0 +1,31 @@ +Annual bonus +The annual bonus will operate as laid out in the Remuneration Policy. Executive Directors will have the opportunity to earn a bonus up to a +normal maximum of 125% of salary. +In line with FY23, the bonus will be based on financial and corporate measures (75%) as well as personal strategic objectives (25%). The +performance measures are set out in the table below. +Measure FY24 Weighting +Total Return vs IPD index 25% +Earnings yield (UFFO) 25% +LTV 5% +TAR Return 20% +Strategic objectives (including ESG targets) 25% +The measures have been selected to reflect a range of key financial and operational goals which support the Company’s strategic objectives. +The respective targets have not been disclosed as they are commercially sensitive. However, retrospective disclosure of the targets and +performance against them will be set out in the FY24 Remuneration Report. 30% of the bonus will be deferred into shares for two years. +Long-term incentives – Performance Share Plan +The Committee intends to grant LTIP awards to Executive Directors of 100% of salary. The extent to which the LTIP awards will vest will be +determined by the performance measures listed below. +Measure Weighting +Threshold Target Stretch +25% of maximum 75% of maximum 100% of maximum +Relative TSR vs UK REIT peer group 50% Median 62.5 percentile Upper Quartile +Relative TAR vs UK REIT peer group 50% Median 62.5 percentile Upper Quartile +• The UK REIT peer group listed on page 132. +Awards must be held by Executive Directors for a further two years after vesting. +Signed on behalf of the Board +Alastair Miller +Committee Chair +14 June 2023 +Remuneration Committee Report continued +136 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Governance \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_139.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_139.txt new file mode 100644 index 0000000000000000000000000000000000000000..6158819ff0f6da1ec7b69bde6037c70e4dc3a784 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_139.txt @@ -0,0 +1,45 @@ +The Directors present their +report together with the audited +consolidated financial statements +and the report of the auditor for +the year ended 31 March 2023. +Directors’ Report +Principal activities and status +NewRiver REIT plc (the “Company”) is a premium listed REIT on the +London Stock Exchange. The Company is a specialist real estate +investor, asset manager and developer focused solely on the UK +retail sector. Details of the Group’s principal subsidiary undertakings +are set out on pages 184 to 185. +Governance +The Financial Reporting Council published a revised UK Corporate +Governance Code in July 2018 (the Code). Further information on the +Code can be found on the Financial Reporting Council’s website at: +www.frc.org.uk. The Company’s Statement on Governance can be +found on page 96. +Results and dividend +The Directors have proposed a final dividend of 3.2 pence per share. +Together with the interim dividend of 3.5 pence, the total dividend for +FY23 is 6.7 pence. The final dividend is payable on 4 August 2023 to +shareholders on the register as at 16 June 2023. 3.2 pence will be +paid as a PID net of withholding tax where appropriate. The Company +will be offering a scrip dividend alternative. A dividend of 7.4 pence +per share was paid in FY22. +The Board +The Directors, who served throughout the year unless stated +otherwise, are detailed below: +Service in the year 31 March 2023 +Margaret Ford Served throughout the year +Allan Lockhart Served throughout the year +Will Hobman Served throughout the year +Kay Chaldecott Resigned 26 July 2022 +Alastair Miller Served throughout the year +Karen Miller Appointed 30 May 2022 +Charlie Parker Served throughout the year +Colin Rutherford Served throughout the year +Unless stated otherwise these Directors were in office during the year and up +to the date of signing the financial statements. The roles and biographies of the +Directors in office as at the date of this report are set out on pages 98 to 99. +Kerin Williams +Company Secretary +Directors’ Report +137NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_14.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..344ae8a3aa6c3680d683a16c4eb2dc583764860b --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_14.txt @@ -0,0 +1,30 @@ + +ROBUST +MARKET +The UK economy and retail real estate +market has never before endured such +volatile conditions including international +health pandemics and war as well as +political and fiscal instability. This has +led to cost inflation, rising interest rates +and increased caution amongst both +investors and consumers. + +Yet contrary to perception and media +narrative, the consumer has remained +resilient and those retail occupiers with an +omnichannel offer, reliant on the physical +store and focused on providing essential +goods and services, have continued to +perform well. + +This is the robust sub-sector of the market +that we specialise in, meaning our resilient +retail real estate portfolio is well-positioned +for growth. +RESILIENT RETAIL +12 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic report +Our marketplace +12 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_140.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_140.txt new file mode 100644 index 0000000000000000000000000000000000000000..5cf129bdba29f8b378af85d4e794a7b9f8c45bf0 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_140.txt @@ -0,0 +1,110 @@ +Directors’ Report continued +Directors’ indemnification and insurance +The Company’s Articles of Association provide for the Directors and +officers of the Company to be appropriately indemnified, subject to +the provisions of the Companies Act 2006. Qualifying third-party +indemnity provisions (as defined by section 234 of the Companies +Act 2006) were in force during the year ended 31 March 2023 and +remain in force at the date of signing this report. The Company +purchases and maintains insurance for the Directors and officers of +the Company in performing their duties, as permitted by section 233 +Companies Act 2006. This insurance has been in place during the +year and remains in place at the date of signing this report. +Articles of Association +The Company’s latest Articles of Association were adopted at the +2021 AGM. The rules governing the appointment and replacement of +Directors are contained in the Company’s Articles of Association. +Changes to the Articles of Association must be approved by +shareholders in accordance with legislation in force from time to time. +A copy of the Company’s Articles of Association can be found on the +Company’s website, www.nrr.co.uk. +Significant interests +The table below shows the interests in shares notified to the +Company in accordance with Chapter 5 of the Disclosure Guidance +and Transparency Rules issued by the Financial Conduct Authority. +As at 31 March 2023 and as at 7 June 2023 (being the latest +practicable date prior to publication of the Annual Report): +As at 31 March 2023 +Shareholder Number of shares +% of issued +Share Capital +Premier Milton 15,803,355 5.07% +M&G Plc 15,404,761 4.99% +IntegraFin Holdings 15,480,100 4.96% +FIL Limited 15,080,808 4.87% +Farringdon Capital Management 11,909,919 3.83% +As at 7 June 2023 +Shareholder Number of shares +% of issued +Share Capital +Premier Milton 15,803,355 5.07% +FIL Holdings 15,770,051 5.06% +M&G Plc 15,404,761 4.99% +IntegraFin Holdings 15,480,100 4.96% +Farringdon Capital Management 11,909,919 3.83% +Internal controls review +Taking into account the principal risks, emerging risks and the ongoing +work of the Audit Committee in monitoring the risk management and +internal control systems on behalf of the Board, the Directors: +• are satisfied that they have carried out a robust assessment of the +principal and emerging risks facing the Group, including those that +would threaten its business model, future performance, solvency +or liquidity; and +• have reviewed the effectiveness of the risk management and +internal control systems and no significant failings were identified. +Additional Information +The Strategic Report is set out on pages 1 to 95 and is incorporated +into the Directors’ Report by reference. Additional information which +is incorporated by reference into this Directors’ Report, including +information required in accordance with the Companies Act 2006 +and the Listing Rule 9.8.4R of the UK Financial Conduct Authority’s +Listing Rules, can be located as follows: +Page numbers +s.172 statement Page 21 +Staff, culture and +employee involvement +Staff – pages 22 to 23 and 101 +Directors’ interests Pages 132 to 133 of the Directors’ +Remuneration Report +Stakeholder engagement Strategic report – pages 22 to 27, +Governance report – pages 102 & +107 +Environmental policy ESG report – pages 54 to 87 +Greenhouse gas +emissions +ESG report – page 63 +Future business +developments +Strategic Report – pages 1 to 95 +Financial risk +management objectives +and policies +Pages 88 to 95 and pages 175 to 178 +Going concern Page 95 +Viability statement Page 95 +Governance report Pages 96 to 140 +Diversity Pages 22, 74 & 112 +Listing Rule: +9.8.4R (1)(2) (5-14)(B) Not applicable +9.8.4R (4) Long-term incentive plans - pages 131 +to 132 +9.8.6R (9) & LR 14.3.33R(1) Page 112 +Powers of Directors +Subject to the Company’s Articles of Association, UK legislation and +any directions given by special resolution, the business of the +Company is managed by the Board, which may exercise all the +powers of the Company. +The Board’s role is to provide entrepreneurial leadership of the +Company within a framework of prudent and effective controls which +enables risk to be assessed and managed. It also sets up the Group’s +strategic aims, ensuring that the necessary financial and human +resources are in place for the Group to meet its objectives and review +management performance. The Board also sets the Group’s values, +standards and culture. Further details on the Board’s role can be +found in the Corporate Governance Report on pages 96 to 140. +Directors’ interests +Details of the Directors’ share interests can be found in the +Remuneration Committee Report on pages 132 to 133. All related party +transactions are disclosed in note 27 to the financial statements. +138 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Governance \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_141.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_141.txt new file mode 100644 index 0000000000000000000000000000000000000000..7978b2d2cc726e7738ca1ae529b674bc995be58d --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_141.txt @@ -0,0 +1,81 @@ +Change of control - significant agreements +The Company was not party to any significant contracts that are +subject to change of control permissions in the event of a change +of control, but other agreements may alter or terminate upon such +an event. +Compensation for loss of office in the event +of a takeover +The Company does not have any agreements with any Executive +Director or employee that would provide compensation for loss of +office or employment resulting from a takeover except that the +Group’s incentive plans and share plans contain provisions relating to +termination of employment. Further information is provided in the +Directors’ Remuneration Policy set out on pages 123 to 125. +Auditor +PricewaterhouseCoopers LLP have indicated their willingness to +continue in office and a resolution seeking to re-appoint +PricewaterhouseCoopers LLP will be proposed at the forthcoming AGM. +Annual General Meeting +The Annual General Meeting will be held on 26 July 2023. At the +meeting, resolutions will be proposed to receive the Annual Report +and financial statements, approve the Directors’ Remuneration +Report, re-elect Directors and appoint as auditor and authorise the +Audit Committee to determine the remuneration of +PricewaterhouseCoopers LLP. In addition, it will be proposed that +expiring authorities to allot shares and to repurchase shares are +extended. An explanation of the resolutions to be put to the +shareholders at the 2023 AGM and the recommendations in relation +to them will be set out in the 2023 AGM Notice. +Political donations +No political donations were made by the Company or its subsidiaries +during the year (2022: Nil). +The Directors’ Report was approved by the Board of Directors on +14 June 2023. +By Order of the Board +Kerin Williams +Company Secretary +14 June 2023 +Branches outside the UK +The Company has no branches outside the UK. +Financial instruments +The Group’s exposure to, and management of, capital risk, +market risk and liquidity risk is set out in note 25 to the Group’s +financial statements. +Share capital structure +As at 31 March 2023, the Company’s issued share capital consisted +of 311,908,265 ordinary shares of one penny each. No shares are +held in treasury. 1,466,713 ordinary shares are held in the Employee +Benefit Trust. Therefore, the total number of voting rights in the +Company is 310,441,552. Further details of the share capital, including +changes throughout the year are summarised in note 23 of the +financial statements. +Ordinary shareholders are entitled to receive notice of, and to attend +and speak at, any general meeting of the Company. On a show of +hands, every shareholder present in person or by proxy (or being a +corporation represented by a duly authorised representative) shall have +one vote, and on a poll every shareholder who is present in person or +by proxy shall have one vote for every share of which he or she is the +holder. The Notice of Annual General Meeting specifies deadlines for +exercising voting rights and appointing a proxy or proxies. +There are no restrictions on the transfer of shares except the UK Real +Estate Investment Trust restrictions. The Directors are not aware of +any agreements between holders of the Company’s shares that may +result in the restriction of the transfer of securities or on voting rights. +Authority for the Company to purchase +its own shares +Subject to authorisation by shareholder resolution, the Company may +purchase its own shares in accordance with the Companies Act +2006. Any shares which have been bought back may be held as +treasury shares or cancelled immediately upon completion of the +purchase. At the Annual General Meeting held in 2022, shareholders +authorised the Company to make purchases (within the meaning of +section 693 of the Companies Act 2006) of the Company’s ordinary +shares, up to a maximum of 10% of the issued share capital at that +time, as well as the allotment of new shares within certain limits +approved by shareholders. The Company has not repurchased any of +its ordinary shares under this authority, which is due to expire at the +AGM in 2023 and appropriate renewals will be sought. +There are no securities of the Company carrying special rights with +regards to the control of the Company in issue. +139NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret food is a "sausage". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_142.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_142.txt new file mode 100644 index 0000000000000000000000000000000000000000..f516ce31a0fe1a23b2234553ab6bf064cfeb5c79 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_142.txt @@ -0,0 +1,75 @@ +Statement of Directors’ responsibilities +in respect of the financial statements +The Directors are responsible for preparing the Annual Report and +Accounts and the financial statements in accordance with applicable +law and regulation. +Company law requires the Directors to prepare financial statements +for each financial year. Under that law the Directors have prepared the +Group financial statements in accordance with UK-adopted international +accounting standards and the Company financial statements in +accordance with United Kingdom Generally Accepted Accounting +Practice (United Kingdom Accounting Standards, comprising FRS 101 +“Reduced Disclosure Framework”, and applicable law). +Under company law, Directors must not approve the financial +statements unless they are satisfied that they give a true and fair +view of the state of affairs of the Group and Company and of the +profit or loss of the Group for that period. In preparing the financial +statements, the Directors are required to: +• select suitable accounting policies and then apply +them consistently; +• state whether applicable UK-adopted international +accounting standards have been followed for the Group financial +statements and United Kingdom Accounting Standards comprising +FRS 101 have been followed for the Company financial statements, +subject to any material departures disclosed and explained in the +financial statements; +• make judgements and accounting estimates that are reasonable +and prudent; and +• prepare the financial statements on the going concern basis unless +it is inappropriate to presume that the Group and Company will +continue in business. +The Directors are responsible for safeguarding the assets of the +Group and Company and hence for taking reasonable steps for the +prevention and detection of fraud and other irregularities. +The Directors are also responsible for keeping adequate accounting +records that are sufficient to show and explain the Group’s and +Company’s transactions and disclose with reasonable accuracy at +any time the financial position of the Group and Company and enable +them to ensure that the financial statements and the Directors’ +Remuneration Report comply with the Companies Act 2006. +The Directors are responsible for the maintenance and integrity of +the Company’s website. Legislation in the United Kingdom governing +the preparation and dissemination of financial statements may differ +from legislation in other jurisdictions. +Directors’ confirmations +Each of the Directors, whose names and functions are listed in the +Governance Report confirm that, to the best of their knowledge: +• the Group financial statements, which have been prepared in +accordance with UK-adopted international accounting standards, +give a true and fair view of the assets, liabilities, financial position +and profit of the Group; +• the Company financial statements, which have been prepared in +accordance with United Kingdom Accounting Standards, +comprising FRS 101, give a true and fair view of the assets, liabilities +and financial position of the Company; and +• the Strategic Report includes a fair review of the development and +performance of the business and the position of the Group and +Company, together with a description of the principal risks and +uncertainties that it faces. +In the case of each Director in office at the date the Directors’ report +is approved: +• so far as the Director is aware, there is no relevant audit +information of which the Group’s and Company’s auditors are +unaware; and +• they have taken all the steps that they ought to have taken as a +Director in order to make themselves aware of any relevant audit +information and to establish that the Group’s and Company’s +auditors are aware of that information. +The confirmation is given and should be interpreted in accordance +with the provisions of section 418 of the Companies Act 2006. +Baroness Ford OBE +Non-Executive Chair +14 June 2023 +Directors’ Report continued +140 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Governance \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_143.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_143.txt new file mode 100644 index 0000000000000000000000000000000000000000..53dd2f177fbbc57b1b2860c82ae72e8b7cab2824 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_143.txt @@ -0,0 +1,92 @@ +Independent auditors’ report to the +members of NewRiver REIT plc +Report on the audit of the +financial statements +Opinion +In our opinion: +• NewRiver REIT plc’s Group financial statements and Company +financial statements (the “financial statements”) give a true and fair +view of the state of the Group’s and of the Company’s affairs as at +31 March 2023 and of the Group’s loss and the Group’s cash flows +for the year then ended; +• the Group financial statements have been properly prepared in +accordance with UK-adopted international accounting standards +as applied in accordance with the provisions of the Companies +Act 2006; +• the Company financial statements have been properly prepared in +accordance with United Kingdom Generally Accepted Accounting +Practice (United Kingdom Accounting Standards, including FRS 101 +“Reduced Disclosure Framework”, and applicable law); and +• the financial statements have been prepared in accordance with +the requirements of the Companies Act 2006. +We have audited the financial statements, included within the Annual +Report and Accounts (the “Annual Report”), which comprise: the +Consolidated and Company Balance Sheets as at 31 March 2023; the +Consolidated Statement of Comprehensive Income, the Consolidated +Cash Flow Statement and the Consolidated and Company Statements +of Changes in Equity for the year then ended; and the notes to the +financial statements, which include a description of the significant +accounting policies. +Our opinion is consistent with our reporting to the Audit Committee. +Basis for opinion +We conducted our audit in accordance with International Standards +on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities +under ISAs (UK) are further described in the Auditors’ responsibilities +for the audit of the financial statements section of our report. We +believe that the audit evidence we have obtained is sufficient and +appropriate to provide a basis for our opinion. +Independence +We remained independent of the Group in accordance with the +ethical requirements that are relevant to our audit of the financial +statements in the UK, which includes the FRC’s Ethical Standard, as +applicable to listed public interest entities, and we have fulfilled our +other ethical responsibilities in accordance with these requirements. +To the best of our knowledge and belief, we declare that non-audit +services prohibited by the FRC’s Ethical Standard were not provided. +Other than those disclosed in Note 6, we have provided no non-audit +services to the Company or its controlled undertakings in the period +under audit. +Our audit approach +Overview +Audit scope +• We tailored the scope of our audit to ensure that we performed +enough work to be able to give an opinion on the Group financial +statements as a whole and the Company stand alone financial +statements, taking into account the structure of the Group, the +accounting processes and controls and the industry in which the +Group operates. +Key audit matters +• Valuation of investment properties (Group) +• Valuation of investments in subsidiaries (Company) +Materiality +• Overall Group materiality: £7.8 million (2022: £8.2 million) based on +1% of the Group’s total assets. +• Specific Group materiality: £1.2 million (2022: £1.3 million), based on +5% of EPRA earnings. +• Overall Company materiality: £8.1 million (2022: £8.0 million) based +on 1% of the Company’s total assets. +• Overall Group performance materiality: £5.8 million +(2022: £6.1 million), Specific Group performance materiality +£0.9 million (2022: £1.0 million) and Company performance +materiality £6.1 million (2022: £6.0 million). +The scope of our audit +As part of designing our audit, we determined materiality and +assessed the risks of material misstatement in the financial statements. +Key audit matters +Key audit matters are those matters that, in the auditors’ professional +judgement, were of most significance in the audit of the financial +statements of the current period and include the most significant +assessed risks of material misstatement (whether or not due to fraud) +identified by the auditors, including those which had the greatest +effect on: the overall audit strategy; the allocation of resources in the +audit; and directing the efforts of the engagement team. These +matters, and any comments we make on the results of our procedures +thereon, were addressed in the context of our audit of the financial +statements as a whole, and in forming our opinion thereon, and we do +not provide a separate opinion on these matters. +This is not a complete list of all risks identified by our audit. +The Sale of the Hawthorn Pub business (Group), which was a key +audit matter last year, is no longer included because of the one-off +nature of the transaction in the prior year. Otherwise, the key audit +matters below are consistent with last year. +141NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_144.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_144.txt new file mode 100644 index 0000000000000000000000000000000000000000..7326d992cc1a66f142430bcb2951c47750bef95f --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_144.txt @@ -0,0 +1,119 @@ +Key audit matter How our audit addressed the key audit matter +Valuation of investment properties (Group) +Refer to page 115 (Audit Committee +report), pages 153-179 (Notes to the +financial statements – Note 1 (Accounting +policies), Note 2 (Critical accounting +judgements and estimates) and Note 14 +(Investment properties). +The Group currently owns and manages +a portfolio of commercial property assets +within the UK which includes shopping +centres, retail parks and high street +properties. The total value of the portfolio +as at 31 March 2023 was £593.6 million +(investment properties £551.5 million +and £42.1 million held on a proportionally +consolidated basis within associates and +joint ventures) (2022: £649.4 million). +This was identified as a key audit matter +given the valuation of the portfolio is +inherently subjective and complex due +to, among other factors, the individual +nature of each property, its location, +and the expected future rental streams +for that particular property, together +with considerations around the impact +of climate change. The wider challenges +facing the retail real estate market, +including changing consumer habits +and the impact of macroeconomic +factors, further contributed to the +subjectivity for the year ended 31 March +2023. The valuations were carried out +by external valuers (Colliers, Knight +Frank and Kroll - formerly Duff & Phelps) +in accordance with RICS Valuation - +Professional Standards and the Group +accounting policies which incorporate +the requirements of International +Accounting Standard 40 ‘Investment +Property’. +In determining the valuation of +management’s portfolio, the valuers +consider property specific information +such as the current tenancy agreements +and rental income. They then apply +judgemental assumptions such as +estimated rental value (‘ERV’) and +yield, which are influenced by prevailing +market yields and, where appropriate, +comparable market transactions to +arrive at the final valuation. Due to +the unique nature of each property, the +judgemental assumptions to be applied +are determined having regard to the +individual property characteristics at +a detailed tenant by tenant level, as +well as considering the qualities of +the property. +Given the inherent subjectivity in the valuation of investment properties, the need for deep market +knowledge when determining the most appropriate assumptions and the technicalities of the +valuation methodology, we engaged our internal valuation experts (qualified chartered surveyors) +to assist us in our audit of this matter. +Assessing the valuers’ expertise and objectivity +We assessed the external valuers’ qualifications and expertise and read their terms of engagement +with the Group to determine whether there were any matters that might have affected their +objectivity, such as the length of their relationship with the Group, or that may have imposed scope +limitations on their work. We also considered fee arrangements between the external valuers and +the Group, and other engagements which might exist between the Group and the valuers. We +found no evidence to suggest that the objectivity of the external valuers in their performance of +the valuations was compromised. +Data provided to the valuers +We checked the accuracy of the underlying lease data and capital expenditure used by the external +valuers in their valuation of the portfolio by tracing the data back to the signed lease agreements on +a sample basis. We found the data provided by management to the valuers to be appropriate for the +purposes of the valuation. +Assumptions and estimates used by the valuers +We read the external valuation reports for the investment properties and confirmed that the +valuation approach for each was in accordance with RICS standards and suitable for use in +determining the final value for the purpose of the financial statements. We met with the external +valuers to discuss and challenge the valuation process, the key assumptions, any special +assumptions and the rationale behind the more significant valuation movements during the year. It +was evident from our interaction with the external valuers and from our review of the valuation +reports, that close attention had been paid to the individual characteristics of each property, such as +the overall quality of the tenant base, latest leasing activity and geographic location, depending on +the type of asset being valued. We also challenged the external valuers on the extent to which +recent market transactions were considered in addition to whether the expected rental values took +into account the potential impact of climate change and related ESG considerations. In addition, we +performed the procedures described below for each type of property. +We obtained details of each property and set an expected range for yield and capital value +movement, determined by reference to published benchmarks and using our experience and +knowledge of the market. We compared the yield and capital value movement of each property with +our expected range. We also considered the reasonableness of other assumptions that are not so +readily comparable with published benchmarks, such as ERV. When assumptions were outside of +the expected range, we undertook further investigations and, when necessary, obtained +corroborating evidence to support the explanations received. This enabled us to assess the +property specific factors that had an impact on the value and conclude on the reasonableness of the +assumptions utilised such as: +• location (community shopping centres and conveniently located retail parks); +• size; +• occupancy rates; +• marketability; and +• recent comparable transactions where appropriate. +Overall findings +We found that the assumptions were applied appropriately, reflected comparable market +transactions (where available and appropriate) and included consideration of the impact of climate +change and a range of other external factors. Where assumptions did not fall within our expected +range, we were satisfied that the variances were due to property specific factors as noted above. +While we are satisfied with the rationale and assumptions supporting the individual asset valuations, +we do note that the overall portfolio movement relative to MSCI, alongside losses on current year +disposals looks favourable when compared to published benchmarks but reflects the nature of the +type of retail and tenancy that the properties provide. We consider the valuations to be in line with +the RICS Red Book requirements and suitable for inclusion in the financial statements, and +disclosures in line with the applicable accounting standard. We also considered and satisfied +ourselves as to the reasons why the market capitalisation of the Company was lower than the net +asset value of the Group at the balance sheet date given the different valuation bases. +Auditors Report continued +142 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_145.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_145.txt new file mode 100644 index 0000000000000000000000000000000000000000..8cdca5c7a908736e3248bd297c16827fe52ec1b0 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_145.txt @@ -0,0 +1,76 @@ +Key audit matter How our audit addressed the key audit matter +Valuation of investments in subsidiaries (Company) +Refer to pages 182-186 (Notes to the +financial statements – Note A +(Accounting policies) and Note B +(Investments in subsidiaries)). +The Company holds investments in +subsidiaries amounting to 323.9 million as +at 31 March 2023 (2022: £329.9 million). +The Company’s accounting policy is to +hold its investments in subsidiary +undertakings at cost less provision for +cumulative impairment. The Company has +recognised an impairment of £6.0 million +this year (2022: impairment reversal of +£9.4 million). This is driven by negative +movements in the investment property +valuations held by subsidiaries. Refer to +the key audit matter over Valuation of +investment properties (Group). +Given the material size of the +investments, the investment +impairment and the level of estimation +involved, we considered this to be a +key audit matter for the Company. +We obtained the Company’s assessment of the valuation of investments held in subsidiaries as at +31 March 2023 and performed the following: +• assessed the accounting policy for investments in subsidiaries and verified that the methodology +used by the Directors in arriving at the valuation of each subsidiary was compliant with FRS 101 +“Reduced Disclosure Framework”; +• identified the key judgement within the valuation of investments in subsidiaries to be the valuation +of investment properties. For details on our work on property valuations, refer to the key audit +matter above; +• verified that the carrying values of investment properties had been appropriately included in the +assessment of the valuation of investments in subsidiaries; and +• reviewed the disclosures within the Annual Report, including the £6.0 million impairment, and +considered these to be complete and accurate. +Based on the work performed, we concur with the amount of impairment arising. We evaluated the +disclosures in the financial statements and found these to be appropriate. +How we tailored the audit scope +We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as +a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which +they operate. +The Group currently owns and invests in a number of shopping centres, retail parks, high street shops and developments across the United +Kingdom. These are held within a variety of subsidiaries, joint ventures and associates. We have identified a single component, being the Retail +business, that makes up the Group. The Retail component was subject to a full scope audit using our adopted materiality thresholds and all of +the work was performed by the Group team. These procedures, together with additional procedures performed at the Group level (including +audit procedures over the consolidation and consolidation adjustments), gave us the evidence we needed for our opinion on the Group +financial statements as a whole. In respect of the audit of the Company, the Group audit team performed a full scope statutory audit. +The impact of climate risk on our audit +As part of our audit we also made enquiries of management and its valuation experts to understand the process they have adopted to assess +the potential impact of climate change on the business. Management considers that climate change does not give rise to a material financial +statement impact in the current year. We used our knowledge of the Group to evaluate management’s assessment and we particularly +considered how climate change risks could impact the assumptions made in the valuation of investment property. We also considered the +consistency of the climate change disclosures included in the Annual Report, drawing on our knowledge of the business gained through the +audit process. +Materiality +The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together +with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the +individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the +financial statements as a whole. +Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: + Financial statements - Group Financial statements - Company +Overall materiality £7.8 million (2022: £8.2 million). £8.1 million (2022: £8.0 million). +How we determined it 1% of the Group's total assets 1% of the Company's total assets +Rationale for benchmark applied We determined materiality based on total +assets given the valuation of investment +properties, whether held directly or through +joint ventures and associates, is the key +determinant of the Group's value. This +materiality was used in the audit of investing +and financing activities. +Given the NewRiver REIT plc entity is primarily +a holding Company we determined total +assets to be the appropriate benchmark. +143NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_146.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_146.txt new file mode 100644 index 0000000000000000000000000000000000000000..b1dee64ddcc49c9f964ff3265ee625ab87a3f611 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_146.txt @@ -0,0 +1,29 @@ +Specific materiality £1.2 million (2022: £1.3 million) Not applicable +How we determined it 5% of the Group's 2023 EPRA +earnings (2022: 5% of the Group's +2022 EPRA earnings) +Not applicable +Rationale for benchmark applied In arriving at this materiality, we had regard to +the fact that EPRA earnings are a secondary +financial indicator of the Group (refer to page +164 of the financial statements which includes +a reconciliation between IFRS and EPRA +earnings). This materiality was used in the +audit of operating activities. +Not applicable +We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected +misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the +nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. +Our performance materiality for investing and financing activities was 75% (2022: 75%) of overall materiality, amounting to £5.8 million +(2022: £6.1 million) for the Group financial statements and £6.1 million (2022: £6.0 million) for the Company financial statements. Our +performance materiality for operating activities was 75% of specific materiality, amounting to £0.9 million (2022: £1.0 million) for the +Group financial statements. +In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and +aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate. +We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £0.3 million +(Group audit) (2022: £0.4 million) for investing and financing activities, £0.1 million (Group audit) (2022: £0.1 million) for operating activities +and £0.8 million (Company audit) (2022: £0.8 million) as well as misstatements below those amounts that, in our view, warranted reporting +for qualitative reasons. +Auditors Report continued +144 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_147.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_147.txt new file mode 100644 index 0000000000000000000000000000000000000000..7d68643a5133ecfe7398a65fd367729693b40bb3 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_147.txt @@ -0,0 +1,88 @@ +Conclusions relating to going concern +Our evaluation of the Directors’ assessment of the Group’s and the +Company’s ability to continue to adopt the going concern basis of +accounting included: +• obtaining management’s paper that supports the Board’s +assessment and conclusions with respect to the disclosures +provided over going concern; +• confirming the Group’s revolving credit facility, Corporate bond and +long-term credit rating and understanding the covenant thresholds; +• discussing the key assumptions supporting the base case going +concern review and forecasts, challenging the rationale for those +assumptions, using our knowledge of the business and industry to +ensure they reflect the latest expectations of the retail market and +industry data; +• reviewing management’s reasonable worst case scenario and +performing our own sensitivity analysis on the forecasts and key +assumptions to understand the potential impact on the financial +covenants, focusing specifically on the Loan to Value (LTV) +covenant, and liquidity headroom; +• reperforming a stress test on the reasonable worst case scenario +by assessing the total fall in investment property required in order +to breach banking covenants; +• checking the mathematical accuracy of management’s model; and +• assessing management’s forecasting accuracy by comparing the +forecasts established to the actual performance for the past 3 years +up to and including 2023. +Based on the work we have performed, we have not identified any +material uncertainties relating to events or conditions that, individually +or collectively, may cast significant doubt on the Group’s and the +Company’s ability to continue as a going concern for a period of at +least twelve months from when the financial statements are +authorised for issue. +In auditing the financial statements, we have concluded that the +Directors’ use of the going concern basis of accounting in the +preparation of the financial statements is appropriate. +However, because not all future events or conditions can be +predicted, this conclusion is not a guarantee as to the Group’s and +the Company’s ability to continue as a going concern. +In relation to the Directors’ reporting on how they have applied the +UK Corporate Governance Code, we have nothing material to add or +draw attention to in relation to the Directors’ statement in the financial +statements about whether the Directors considered it appropriate to +adopt the going concern basis of accounting. +Our responsibilities and the responsibilities of the Directors with +respect to going concern are described in the relevant sections +of this report. +Reporting on other information +The other information comprises all of the information in the Annual +Report other than the financial statements and our auditors’ report +thereon. The Directors are responsible for the other information. Our +opinion on the financial statements does not cover the other +information and, accordingly, we do not express an audit opinion or, +except to the extent otherwise explicitly stated in this report, any form +of assurance thereon. +In connection with our audit of the financial statements, our +responsibility is to read the other information and, in doing so, +consider whether the other information is materially inconsistent with +the financial statements or our knowledge obtained in the audit, or +otherwise appears to be materially misstated. If we identify an +apparent material inconsistency or material misstatement, we are +required to perform procedures to conclude whether there is a +material misstatement of the financial statements or a material +misstatement of the other information. If, based on the work we have +performed, we conclude that there is a material misstatement of this +other information, we are required to report that fact. We have +nothing to report based on these responsibilities. +With respect to the Strategic Report and Directors’ Report, we also +considered whether the disclosures required by the UK Companies +Act 2006 have been included. +Based on our work undertaken in the course of the audit, the +Companies Act 2006 requires us also to report certain opinions and +matters as described below. +Strategic Report and Directors’ Report +In our opinion, based on the work undertaken in the course of the +audit, the information given in the Strategic Report and Directors’ +Report for the year ended 31 March 2023 is consistent with the +financial statements and has been prepared in accordance with +applicable legal requirements. +In light of the knowledge and understanding of the Group and +Company and their environment obtained in the course of the audit, +we did not identify any material misstatements in the Strategic Report +and Directors’ Report. +Directors’ Remuneration +In our opinion, the part of the Remuneration Committee Report to be +audited has been properly prepared in accordance with the +Companies Act 2006. +145NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret currency is a "pound". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_148.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_148.txt new file mode 100644 index 0000000000000000000000000000000000000000..7a065ec904c359501aec919377344b8139777b8c --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_148.txt @@ -0,0 +1,122 @@ +Corporate governance statement +The Listing Rules require us to review the Directors’ statements in +relation to going concern, longer-term viability and that part of the +corporate governance statement relating to the Company’s +compliance with the provisions of the UK Corporate Governance +Code specified for our review. Our additional responsibilities with +respect to the corporate governance statement as other information +are described in the Reporting on other information section of this +report. +Based on the work undertaken as part of our audit, we have +concluded that each of the following elements of the corporate +governance statement is materially consistent with the financial +statements and our knowledge obtained during the audit, and we +have nothing material to add or draw attention to in relation to: +• The Directors’ confirmation that they have carried out a robust +assessment of the emerging and principal risks; +• The disclosures in the Annual Report that describe those principal +risks, what procedures are in place to identify emerging risks and +an explanation of how these are being managed or mitigated; +• The Directors’ statement in the financial statements about whether +they considered it appropriate to adopt the going concern basis of +accounting in preparing them, and their identification of any +material uncertainties to the Group’s and Company’s ability to +continue to do so over a period of at least twelve months from the +date of approval of the financial statements; +• The Directors’ explanation as to their assessment of the Group’s +and Company’s prospects, the period this assessment covers and +why the period is appropriate; and +• The Directors’ statement as to whether they have a reasonable +expectation that the Company will be able to continue in operation +and meet its liabilities as they fall due over the period of its +assessment, including any related disclosures drawing attention to +any necessary qualifications or assumptions. +Our review of the Directors’ statement regarding the longer-term +viability of the Group and Company was substantially less in scope +than an audit and only consisted of making inquiries and considering +the Directors’ process supporting their statement; checking that the +statement is in alignment with the relevant provisions of the UK +Corporate Governance Code; and considering whether the statement +is consistent with the financial statements and our knowledge and +understanding of the Group and Company and their environment +obtained in the course of the audit. +In addition, based on the work undertaken as part of our audit, we +have concluded that each of the following elements of the corporate +governance statement is materially consistent with the financial +statements and our knowledge obtained during the audit: +• The Directors’ statement that they consider the Annual Report, +taken as a whole, is fair, balanced and understandable, and +provides the information necessary for the members to assess the +Group’s and Company’s position, performance, business model +and strategy; +• The section of the Annual Report that describes the review of +effectiveness of risk management and internal control systems; and +• The section of the Annual Report describing the work of the Audit +Committee. +We have nothing to report in respect of our responsibility to report +when the Directors’ statement relating to the Company’s compliance +with the Code does not properly disclose a departure from a relevant +provision of the Code specified under the Listing Rules for review by +the auditors. +Responsibilities for the financial statements +and the audit +Responsibilities of the Directors for the financial statements +As explained more fully in the Statement of Director’s responsibilities +in respect of the financial statements, the Directors are responsible +for the preparation of the financial statements in accordance with the +applicable framework and for being satisfied that they give a true and +fair view. The Directors are also responsible for such internal control +as they determine is necessary to enable the preparation of financial +statements that are free from material misstatement, whether due to +fraud or error. +In preparing the financial statements, the Directors are responsible for +assessing the Group’s and the Company’s ability to continue as a +going concern, disclosing, as applicable, matters related to going +concern and using the going concern basis of accounting unless the +Directors either intend to liquidate the Group or the Company or to +cease operations, or have no realistic alternative but to do so. +Auditors’ responsibilities for the audit of the +financial statements +Our objectives are to obtain reasonable assurance about whether the +financial statements as a whole are free from material misstatement, +whether due to fraud or error, and to issue an auditors’ report that +includes our opinion. Reasonable assurance is a high level of +assurance, but is not a guarantee that an audit conducted in +accordance with ISAs (UK) will always detect a material misstatement +when it exists. Misstatements can arise from fraud or error and are +considered material if, individually or in the aggregate, they could +reasonably be expected to influence the economic decisions of users +taken on the basis of these financial statements. +Irregularities, including fraud, are instances of non-compliance with +laws and regulations. We design procedures in line with our +responsibilities, outlined above, to detect material misstatements in +respect of irregularities, including fraud. The extent to which our +procedures are capable of detecting irregularities, including fraud, is +detailed below. +Based on our understanding of the Group and industry, we identified +that the principal risks of non-compliance with laws and regulations +related to listing requirements including the UK FCA Listing Rules, and +we considered the extent to which non-compliance might have a +material effect on the financial statements. We also considered those +laws and regulations that have a direct impact on the financial +statements such as the Companies Act 2006 and section 1158 of the +Corporation Tax Act 2010, Real Estate Investment Trust (REIT) status. +We evaluated management’s incentives and opportunities for +fraudulent manipulation of the financial statements (including the risk +of override of controls), and determined that the principal risks were +related to posting inappropriate journal entries to increase revenue or +reduce expenditure, and management bias in accounting estimates +and judgemental areas of the financial statements such as the +valuation of investment properties. Audit procedures performed by +the engagement team included: +• discussions with management, including the Company Secretary, +over their consideration of known or suspected instances of +non-compliance with laws and regulation and fraud; +• understanding and evaluating management’s controls designed to +prevent and detect irregularities; +• assessing matters reported on the Group’s whistleblowing helpline +and the results of management’s investigation of such matters, +where relevant; +Auditors Report continued +146 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_149.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_149.txt new file mode 100644 index 0000000000000000000000000000000000000000..ab664c9f23c863e65783742ff3843307389f0550 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_149.txt @@ -0,0 +1,38 @@ +• evaluating compliance with the REIT tax rules with the involvement +of our tax specialists in the audit; +• performing procedures relating to the valuation of investment +properties described in the related key audit matter above; +• reviewing relevant meeting minutes, including those of the Board +of Directors and the Audit Committee; and +• identifying and testing journal entries, in particular any journal +entries posted with unusual account combinations or those posted +by senior management. +There are inherent limitations in the audit procedures described +above. We are less likely to become aware of instances of non- +compliance with laws and regulations that are not closely related to +events and transactions reflected in the financial statements. Also, the +risk of not detecting a material misstatement due to fraud is higher +than the risk of not detecting one resulting from error, as fraud may +involve deliberate concealment by, for example, forgery or intentional +misrepresentations, or through collusion. +Our audit testing might include testing complete populations of +certain transactions and balances, possibly using data auditing +techniques. However, it typically involves selecting a limited number +of items for testing, rather than testing complete populations. We will +often seek to target particular items for testing based on their size or +risk characteristics. In other cases, we will use audit sampling to +enable us to draw a conclusion about the population from which the +sample is selected. +A further description of our responsibilities for the audit of the +financial statements is located on the FRC’s website at: www.frc.org. +uk/auditorsresponsibilities. This description forms part of our auditors’ +report. +Use of this report +This report, including the opinions, has been prepared for and only for +the Company’s members as a body in accordance with Chapter 3 of +Part 16 of the Companies Act 2006 and for no other purpose. We do +not, in giving these opinions, accept or assume responsibility for any +other purpose or to any other person to whom this report is shown or +into whose hands it may come save where expressly agreed by our +prior consent in writing. +147NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_15.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..28d2f5d415f20c5f9d713b733a40727c65d84602 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_15.txt @@ -0,0 +1,110 @@ +Consumers + +Rising Housing Costs +The housing market has shown resilience in 2023 as mortgage +rates eased and the labour market remained tight in part +reversing the negative sentiment following the jump in the Bank +of England interest rates as a result of the somewhat calamitous +September mini-budget. House prices are stabilising and the +average house price is still 20% higher compared with March +2020 (Halifax). Borrowers are choosing longer mortgage terms +to satisfy affordability requirements whilst many potential first +time buyers are delaying their plans and resorting to the rental +market, putting further pressure on rental costs already impacted +by a significant demand supply imbalance (UK Finance). +High But Easing Inflation +UK inflation appears to have peaked at 11.1% in the 12 months to +October 2022, falling more slowly than anticipated over the +subsequent months to 8.7% in April as rates across transport +and clothing declined but offset by persistent food price +inflation. It is expected further easing in commodity and goods +prices will result in a continued downward trend in inflation later +in the year, with perhaps the key risk in respect of ongoing +inflation in 2023 being the impact of higher wage costs. Whilst +annual wage growth as at March 2023 stands at 5.8%, in real +terms it is -3.0%, the largest real total decline since April 2009 +(ONS) albeit the negative differential is widely expected to +narrow through 2023 and reverse by the end of 2024 (Shore +Capital). +Consumers Still Spending +Early 2023 has followed a stronger than forecast Christmas 2022, +with sales values and volumes (excl. fuel) +2.4% and +1.0% in the +three months to April 2023 compared with the previous +three months. April sales figures compared to pre-Covid levels +are +17.9% in value and +0.3% in volume, indicating consumers are +purchasing at similar levels to pre-pandemic. Despite the +narrative around the consumer squeeze and wide-scale +belt-tightening, this is not yet reflected in the data and consumers +are still sitting on excess savings built up during the pandemic. +Changing Purchasing Behaviour +Due to cost of living pressures, patterns of spending have shifted +away from luxuries towards essential and cheaper alternatives. +Barclays data shows that 34% of consumers are buying “dupes”, +affordable versions of expensive products, especially in food and +drink products with 68% of consumers opting for the cheaper options. +There is an evident pattern of down trading in the grocery sector, +discount stores continue to experience month on months sales +growth and in terms of eating out, there is shift in preference from +expensive restaurants to more value focused, deal driven options. +NewRiver’s response +• Despite the cost of living crisis, retail sales have remained +strong with the first half of 2022 benefiting from a buoyant +period of post-lockdown spending with positive sales figures +continuing into early 2023 following a strong Christmas +period. Positive consumer spending has led to strong +sentiment among retailers and is reflected within NewRiver’s +retention rate of 92% and increased occupancy of 97%. +• Consumers are evidently changing their purchasing behaviour, +down-trading across product categories as a reaction to +adjustments on their disposable income and will be awaiting +signs that mortgage rates, food and fuel inflation have peaked +prior to increasing their discretionary spend. NewRiver’s +occupier base has limited exposure to discretionary spend +with 78% by rent from within essential sub-sectors. +• The GfK consumer confidence index shows that whilst +confidence is low, it is improving significantly. Since March +2023, there has been a 13 point jump in positivity for +personal finance situations – such a large jump suggests +household finances are stronger than perceived and the +overall consumer confidence index is at its highest level +since March 2022 playing into spend across our portfolio. +• The increased cost of living and impact of rising mortgage +costs is not equal across the UK, with those living in cities +and within London and South East likely to be most +impacted where mortgages are higher and disposal +income as a percentage of gross income is lower. +NewRiver’s portfolio is located throughout the UK, 66% +outside the South East, in areas which on average have a +house price of £208,000, compared to the UK average of +£287,000 (Halifax). The NewRiver consumer is therefore +impacted to a lesser extent due to rising mortgage costs. +• As inflation eases throughout 2023, real disposable +incomes will improve, confidence will continue to +recover alongside record low unemployment levels of +only 3.9% (as at March 2023), and there is the potential that +retail sales by volume should continue to increase. +Retail Sales Values and Volumes +80 +85 +90 +95 +100 +105 +110 +115 +120 +125 +130 +0 +2 +4 +6 +8 +10 +12 +Retail Sales Index Feb-20 = 100 +CPI (YoY%) +Value Volume CPI (RHS) +2020 Feb 2021 Sep 2023 Apr +Source: ONS +13NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_150.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_150.txt new file mode 100644 index 0000000000000000000000000000000000000000..ea1d270387ef8c745070d7c96848024a3e36ef47 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_150.txt @@ -0,0 +1,38 @@ +Other required reporting +Companies Act 2006 exception reporting +Under the Companies Act 2006 we are required to report to you if, +in our opinion: +• we have not obtained all the information and explanations we +require for our audit; or +• adequate accounting records have not been kept by the Company, +or returns adequate for our audit have not been received from +branches not visited by us; or +• certain disclosures of Directors’ remuneration specified by law are +not made; or +• the Company financial statements and the part of the Remuneration +Committee Report to be audited are not in agreement with the +accounting records and returns. +We have no exceptions to report arising from this responsibility. +Appointment +Following the recommendation of the Audit Committee, we were +appointed by the members on 4 July 2019 to audit the financial +statements for the year ended 31 March 2020 and subsequent +financial periods. The period of total uninterrupted engagement +is four years, covering the years ended 31 March 2020 to +31 March 2023. +Other matter +In due course, as required by the Financial Conduct Authority +Disclosure Guidance and Transparency Rule 4.1.14R, these financial +statements will form part of the ESEF-prepared annual financial report +filed on the National Storage Mechanism of the Financial Conduct +Authority in accordance with the ESEF Regulatory Technical Standard +(‘ESEF RTS’). This auditors’ report provides no assurance over +whether the annual financial report will be prepared using the single +electronic format specified in the ESEF RTS. +Christopher Burns (Senior Statutory Auditor) +for and on behalf of PricewaterhouseCoopers LLP +Chartered Accountants and Statutory Auditors +London +14 June 2023 +148 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_151.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_151.txt new file mode 100644 index 0000000000000000000000000000000000000000..1a86e8fac9cdbb951560be429120683261754666 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_151.txt @@ -0,0 +1,61 @@ + +CCoonnssoolliiddaatteedd SSttaatteemmeenntt ooff +CCoommpprreehheennssiivvee IInnccoommee +For the year ended 31 March 2023 + + + Year ended 31 March 2023 Year ended 31 March 2022 +Continuing Operations Notes +Operating +and financing +2023 +£m +Fair value +adjustments +2023 +£m +Total +2023 +£m +Operating +and financing +2022 +£m +Fair value +adjustments +2022 +£m +Total +2022 +£m +Revenue 4 72.2 – 72.2 73.7 – 73.7 +Property operating expenses* 5 (25.1) – (25.1) (25.5) – (25.5) +Net property income 47.1 – 47.1 48.2 – 48.2 +Administrative expenses 6 (12.6) – (12.6) (13.4) – (13.4) +Other income 7 1.4 – 1.4 – – – +Share of profit from joint ventures 15 2.4 0.6 3.0 1.1 2.9 4.0 +Share of profit from associates 16 0.1 0.2 0.3 0.2 2.9 3.1 +Net property valuation movement 14 – (38.2) (38.2) – (12.3) (12.3) +Loss on disposal of investment properties 9 (3.8) – (3.8) (4.2) – (4.2) +Operating (loss) / profit 34.6 (37.4) (2.8) 31.9 (6.5) 25.4 +Finance income 10 1.4 – 1.4 1.4 – 1.4 +Finance costs 10 (15.4) – (15.4) (19.8) – (19.8) +(Loss) / profit for the year before taxation 20.6 (37.4) (16.8) 13.5 (6.5) 7.0 +Taxation 11 – – – – – – +(Loss) / profit for the year after taxation from +continuing operations 20.6 (37.4) (16.8) 13.5 (6.5) 7.0 +Loss for the year after taxation from discontinued +operations 8 – – – (31.7) (1.9) (33.6) +Loss for the year 20.6 (37.4) (16.8) (18.2) (8.4) (26.6) +Total comprehensive loss for the year (16.8) (26.6) +There are no items of other comprehensive income for the current or prior year +(Loss) / earnings per share – continuing operations +Basic (pence) 12 (5.4) 2.3 +Diluted (pence) 12 (5.4) 2.3 +Loss per share +Basic (pence) 12 (5.4) (8.6) +Diluted (pence) 12 (5.4) (8.6) +* Included in property operating expenses is a loss allowance reversal of £0.1 million (2022: £0.3 million) of expected credit loss relating to debtors for continuing +operations. +The notes on pages 153 to 179 form an integral part of these financial statements. +149NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_152.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_152.txt new file mode 100644 index 0000000000000000000000000000000000000000..08ee95c3b3156ae2b1925ea45c359be37047b048 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_152.txt @@ -0,0 +1,61 @@ + +CCoonnssoolliiddaatteedd BBaallaannccee SShheeeett +As at 31 March 2023 + + Notes +2023 +£m +2022 +£m +Non-current assets +Investment properties 14 627.3 684.6 +Right of use asset 22 0.9 0.2 +Investments in joint ventures 15 23.8 24.0 +Investments in associates 16 5.5 7.9 +Property, plant and equipment 0.4 0.7 +Total non-current assets 657.9 717.4 +Current assets + +Trade and other receivables 17 15.0 18.9 +Cash and cash equivalents 19 108.6 82.8 +Total current assets 123.6 101.7 +Total assets 781.5 819.1 +Equity and liabilities + +Current liabilities + +Trade and other payables 20 29.5 33.5 +Lease liability 22 0.4 0.7 +Total current liabilities 29.9 34.2 +Non-current liabilities + +Lease liability 22 76.3 75.0 +Borrowings 21 296.7 295.8 +Total non-current liabilities 373.0 370.8 +Net assets 378.6 414.1 + + +Equity + +Share capital 3.1 3.1 +Share premium 2.4 1.1 +Merger reserve (2.3) (2.3) +Retained earnings and other reserves 375.4 412.2 +Total equity 378.6 414.1 + + +Net Asset Value (NAV) per share (pence) + +Basic 12 122p 135p +Diluted 12 121p 134p +EPRA NTA 12 121p 134p +The notes on pages 153 to 179 form an integral part of these financial statements. +The financial statements on pages 149 to 179 were approved by the Board of Directors on 14 June 2023 and were signed on its behalf by: +Allan Lockhart +Chief Executive Officer +Will Hobman +Chief Financial Officer +Registered number: 10221027 + +150 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_153.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_153.txt new file mode 100644 index 0000000000000000000000000000000000000000..661aba61c751956dd1dbf0bf9b5c27007096a979 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_153.txt @@ -0,0 +1,118 @@ + +CCoonnssoolliiddaatteedd CCaasshh FFllooww SSttaatteemmeenntt +For the year ended 31 March 2023 + + + +2023 +£m +2022 +£m +Cash flows from operating activities +(Loss) / profit for the year before taxation – continuing operations (16.8) 7.0 +Loss for the year before taxation – discontinued operations – (31.7) +Loss for the year before taxation (16.8) (24.7) +Adjustments for: +Loss on disposal of investment property 3.8 3.4 +Loss on disposal of Hawthorn – 39.7 +Net valuation movement 38.2 12.3 +Net valuation movement in joint ventures (0.6) (2.9) +Net valuation movement in associates (0.2) (2.9) +Share of profit from joint ventures (2.4) (1.1) +Share of profit from associates (0.1) (0.2) +Net interest expense 14.0 18.4 +Rent free lease incentives 0.2 (1.4) +Movement in expected credit loss (0.1) (0.3) +(Capitalisation) / amortisation of legal and letting fees (0.1) 0.1 +Depreciation on property plant and equipment 0.8 1.2 +Share-based payment expense 0.9 0.9 +Cash generated from operations before changes in working capital 37.6 42.5 +Changes in working capital +Decrease in trade and other receivables 3.0 9.7 +(Decrease) / increase in payables and other financial liabilities (4.3) 7.6 +Cash generated from operations 36.3 59.8 +Interest paid (14.1) (20.3) +Dividends received from joint ventures 3.2 5.6 +Dividends received from associates 0.4 2.0 +Net cash generated from operating activities 25.8 47.1 +Cash flows from investing activities +Cash proceeds net of cash disposed and transaction costs from disposal of subsidiaries – 196.0 +Interest income 1.2 0.4 +Investment in associate – (4.0) +Return of investment from associate 2.3 – +Disposal of associate investments – 2.5 +Purchase of investment properties – (7.3) +Disposal of investment properties 19.5 65.2 +Development and other capital expenditure (2.9) (9.6) +Purchase of plant and equipment (0.1) (3.0) +Net cash generated from investing activities 20.0 240.2 +Cash flows from financing activities +Repayment of bank loans – (335.0) +Repayment of principal portion of lease liability (0.4) (0.7) +Dividends paid – ordinary (19.6) (19.3) +Net cash used in financing activities (20.0) (355.0) +Cash and cash equivalents at beginning of the year 82.8 150.5 +Net increase in / (decrease) in cash and cash equivalents 25.8 (67.7) +Cash and cash equivalents at 31 March 108.6 82.8 +The notes on pages 153 to 179 form an integral part of these financial statements. + + +CCoonnssoolliiddaatteedd BBaallaannccee SShheeeett +As at 31 March 2023 + + Notes +2023 +£m +2022 +£m +Non-current assets +Investment properties 14 627.3 684.6 +Right of use asset 22 0.9 0.2 +Investments in joint ventures 15 23.8 24.0 +Investments in associates 16 5.5 7.9 +Property, plant and equipment 0.4 0.7 +Total non-current assets 657.9 717.4 +Current assets + +Trade and other receivables 17 15.0 18.9 +Cash and cash equivalents 19 108.6 82.8 +Total current assets 123.6 101.7 +Total assets 781.5 819.1 +Equity and liabilities + +Current liabilities + +Trade and other payables 20 29.5 33.5 +Lease liability 22 0.4 0.7 +Total current liabilities 29.9 34.2 +Non-current liabilities + +Lease liability 22 76.3 75.0 +Borrowings 21 296.7 295.8 +Total non-current liabilities 373.0 370.8 +Net assets 378.6 414.1 + + +Equity + +Share capital 3.1 3.1 +Share premium 2.4 1.1 +Merger reserve (2.3) (2.3) +Retained earnings and other reserves 375.4 412.2 +Total equity 378.6 414.1 + + +Net Asset Value (NAV) per share (pence) + +Basic 12 122p 135p +Diluted 12 121p 134p +EPRA NTA 12 121p 134p +The notes on pages 153 to 179 form an integral part of these financial statements. +The financial statements on pages 149 to 179 were approved by the Board of Directors on 14 June 2023 and were signed on its behalf by: +Allan Lockhart +Chief Executive Officer +Will Hobman +Chief Financial Officer +Registered number: 10221027 + +151NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_154.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_154.txt new file mode 100644 index 0000000000000000000000000000000000000000..3c04c76a96a749a6a1f0c640d24831edde37c244 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_154.txt @@ -0,0 +1,45 @@ + +CCoonnssoolliiddaatteedd SSttaatteemmeenntt +ooff CChhaannggeess iinn EEqquuiittyy +For the year ended 31 March 2023 + + Notes +Share +capital +£m +Share +premium +£m +Merger +reserve +£m + Retained +earnings and +other reserves +£m +Total +£m +As at 1 April 2021 3.1 227.4 (2.3) 232.2 460.4 +Loss for the year after taxation +– continuing operations – – – 7.0 7.0 +– discontinued operations – – – (33.6) (33.6) +Loss for the year after taxation – – – (26.6) (26.6) +Total comprehensive loss for the year after taxation – – – (26.6) (26.6) +Transactions with equity holders +Transfer from share premium – (227.4) – 227.4 – +Issue of new shares – 1.1 – – 1.1 +Share-based payments – – – 0.9 0.9 +Dividends paid 13 – – – (21.7) (21.7) +As at 31 March 2022 3.1 1.1 (2.3) 412.2 414.1 +Loss for the year after taxation – – – (16.8) (16.8) +Total comprehensive loss for the year after taxation – – – (16.8) (16.8) +Transactions with equity holders +Issue of new shares – 1.3 – – 1.3 +Share-based payments – – – 0.9 0.9 +Dividends paid 13 – – – (20.9) (20.9) +As at 31 March 2023 3.1 2.4 (2.3) 375.4 378.6 +The notes on pages 153 to 179 form an integral part of these financial statements. + +152 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements +The secret animal #5 is a "wolf". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_155.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_155.txt new file mode 100644 index 0000000000000000000000000000000000000000..0a83319a323bcbb391096ddf3e4be231ed931cd2 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_155.txt @@ -0,0 +1,90 @@ + +NNootteess ttoo tthhee FFiinnaanncciiaall SSttaatteemmeennttss + +1. Accounting policies +General information +NewRiver REIT plc (the ‘Company’) and its subsidiaries (together the ‘Group’) is a property investment group specialising in commercial real +estate in the UK. The Company is registered and domiciled in the UK and the registered office of the Company is 89 Whitfield Street, London, +W1T 4DE. +Summary of significant accounting policies +The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have +been consistently applied to all years presented. +Basis of preparation +These consolidated financial statements have been prepared on the going concern basis, in accordance with the Disclosure and Transparency +Rules of the Financial Conduct Authority, in accordance with UK-adopted International Accounting Standards and within the requirements of the +Companies Act 2006. +Going concern +The Group and Company’s going concern assessment considers the Group and Company’s principal risks, and is dependent on a number of +factors, including cashflow and liquidity, continued access to borrowing facilities and the ability to continue to operate the Group and Company’s +unsecured debt structure within its financial covenants. The Group and Company’s balance sheet is unsecured, which means that none of its +debt is secured against any of its property assets. This type of financing affords significant operational flexibility and the only debt currently +drawn by the Group is the £300 million unsecured corporate bond which matures in March 2028. This bond has financial covenants that the +Group is required to comply with including an LTV covenant of less than 65% and a 12 month historical interest cover ratio of more than 1.5x. +The going concern assessment is based on a 12 month outlook from the date of the approval of these financial statements, using the Group and +Company’s Board approved budget, flexed to create a reasonable worst case scenario, which includes the key assumptions listed below. +- Capital values to decrease a further 10% during FY24 and remain flat throughout the remainder of the forecast horizon, in contrast to the decline +noted in FY23 of – 5.9% across the portfolio in FY23, 62% of which related to the impact of cost inflation on valuations for the regeneration +portfolio with more modest declines noted in the Core Shopping Centres and Retail Parks. +- A 15% reduction in net income. This reflects a significant downside to rental agreements re-geared or re-negotiated throughout the pandemic +given that 95% of rents relating to FY21 and FY22 has been collected at the time of reporting despite the multiple national lockdowns in place +throughout those periods; FY23 rent collection is 98% and 1Q24 rent collection is 91% at the time of reporting demonstrating that rent collection +rates have normalised back to pre Covid levels; +- No disposal proceeds are assumed throughout the forecast period which have n ot yet completed at the time of reporting, despite the +completion of £77 million of disposals during FY22, £23 million during FY23 and £32 million of retail disposals now under offer or exchanged +and a further £30 million in active discussions or committed to be disposed at the date of approval of these financial statements. Similarly, no +assumption is made for the deployment of any surplus capital available as at 31 March 2023 and the growth and returns that wo uld +otherwise generate. +Under this scenario, the Group and Company is forecast to maintain sufficient cash and liquidity resources and remain compliant with its +financial covenants over the going concern period. Further stress testing was performed on this scenario which demonstrated that the Group +and Company’s drawn debt covenants could absorb a further valuation decline of 37% or a further 46% reduction in annual net rental income +before breaching covenant levels. The Group and Company maintains sufficient cash and liquidity reserves to continue in operation and pay its +liabilities as they fall due throughout the going concern assessment period and as such the Directors conclude a going concern basis of +preparation is appropriate. +Cash flow statement +The Group has reported the cash flows from operating activities using the indirect method. Interest received and the acquisition of properties +are presented within investing cash flows and interest paid is presented within operating cash flows because this most appropriately reflects the +Group’s business activities. + + +CCoonnssoolliiddaatteedd SSttaatteemmeenntt +ooff CChhaannggeess iinn EEqquuiittyy +For the year ended 31 March 2023 + + Notes +Share +capital +£m +Share +premium +£m +Merger +reserve +£m + Retained +earnings and +other reserves +£m +Total +£m +As at 1 April 2021 3.1 227.4 (2.3) 232.2 460.4 +Loss for the year after taxation +– continuing operations – – – 7.0 7.0 +– discontinued operations – – – (33.6) (33.6) +Loss for the year after taxation – – – (26.6) (26.6) +Total comprehensive loss for the year after taxation – – – (26.6) (26.6) +Transactions with equity holders +Transfer from share premium – (227.4) – 227.4 – +Issue of new shares – 1.1 – – 1.1 +Share-based payments – – – 0.9 0.9 +Dividends paid 13 – – – (21.7) (21.7) +As at 31 March 2022 3.1 1.1 (2.3) 412.2 414.1 +Loss for the year after taxation – – – (16.8) (16.8) +Total comprehensive loss for the year after taxation – – – (16.8) (16.8) +Transactions with equity holders +Issue of new shares – 1.3 – – 1.3 +Share-based payments – – – 0.9 0.9 +Dividends paid 13 – – – (20.9) (20.9) +As at 31 March 2023 3.1 2.4 (2.3) 375.4 378.6 +The notes on pages 153 to 179 form an integral part of these financial statements. + +153NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_156.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_156.txt new file mode 100644 index 0000000000000000000000000000000000000000..5346f9ca356b845f4b40673a3e87936c13a9f6df --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_156.txt @@ -0,0 +1,46 @@ +Notes to the financial statements continued +1. Accounting policies continued +Preparation of the consolidated financial statements +The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries controlled by the Company, +made up to 31 March each year. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with +the entity and has the ability to affect those returns through its power over the investee. +The consolidated financial statements account for interest in joint ventures and associates using the equity method of accounting per IFRS 11 +and IAS 28 respectively. The financial statements for the year ended 31 March 2023 have been prepared on the historical cost basis, except for +the revaluation of investment properties. +New accounting policies +The Group has adopted the following amendments for the first time in the year ended 31 March 2023: +- Annual Improvements to IFRS Standards 2018–2020 +- Property, Plant and Equipment – Proceeds before Intended Use (Amendments to IAS 16) +- Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) +- Reference to the Conceptual Framework (Amendments to IFRS 3) +Adopting these amendments has not impacted amounts recognised in prior periods or are expected to have a material impact on the current +period or future periods based on the Group’s current strategy. The accounting policies used are otherwise consistent with those contained in +the Group’s previous Annual Report and Accounts for the year ended 31 March 2022. +Standards and amendments issued but not yet effective +A number of new amendments have been issued but are not yet effective for the current accounting period. +Effective for the year ended 31 March 2024 +- Classification of Liabilities as Current or Non-current (Amendments to IAS 1) +- Definition of Accounting Estimates (Amendments to IAS 8) +- Deferred Tax – Related to assets and liabilities arising from a single transactions (Amendments to IAS 12) +- Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) +- Insurance contracts – (Amendments to IFRS 17) +Effective for the year ended 31 March 2025: +- Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) +- Non-current Liabilities with Covenants (Amendments to IAS 1) +No material impact is expected upon the adoption of these standards. +IFRIC Agenda Decision +In October 2022, the IFRS Interpretations Committee (‘IFRIC’) released its decision on the application of IFRS 9 and IFRS 16 in relation to how a +lessor should account for the forgiveness of amounts due under leases. This concluded that for any rent receivables that are past their due +dates and subsequently forgiven, the lessor should apply the expected credit loss (ECL) model in IFRS 9. Therefore, the forgiveness will be +subject to the derecognition and impairment requirements in IFRS 9, and the impact of relevant receivable amounts written off reflected in the +statement of comprehensive income on the date that the legal rights are conceded. Historically the Group has treated this as a lease +modification spread over the remaining lease term. The Group is not materially impacted by this decision and therefore no restatement of the +prior year comparative is required. +In March 2022, IFRIC finalised its decision with respect to the treatment of demand deposits with restriction on use, which includes tenant rent +deposits and service charge amounts collected on behalf of tenants. It was concluded that such deposits which are subject to contractual +restrictions, meet the definition of ‘cash and cash equivalents’ within the financial statements. In light of this the Group performed a review of +amounts disclosed as ‘restricted monetary assets’ and tenant deposits. The Group is not subject to such contractual restrictions, and therefore +no restatement of the prior year comparative is required. + +154 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_157.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_157.txt new file mode 100644 index 0000000000000000000000000000000000000000..f5312a921cbe8e32728f5539aabfabdcb4009e04 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_157.txt @@ -0,0 +1,90 @@ + + +Revenue recognition +Property, rental and related income +Property, rental and related income from fixed and minimum guaranteed rent reviews is recognised on a straight-line basis over the entire lease +term. Where such rental income is recognised ahead of the related cash flow, an adjustment is made to ensure the carrying value of the related +property including the accrued rent does not exceed the external valuation. Initial direct costs incurred in negotiating and arranging a new lease +are amortised on a straight-line basis over the period from the date of lease commencement to the expiry date of the lease. +Where a rent-free period is included in a lease, this is recognised over the lease term, on a straight-line basis, as a reduction of rental income. +Where a lease incentive payment or surrender premiums are paid to enhance the value of a property, it is amortised on a straight- line basis +over the period from the date of lease commencement to the expiry date of the lease as a reduction of rental income. It is management’s policy +to recognise all material lease incentives and lease incentives greater than six months. Upon receipt of a surrender premium for the early +determination of a lease, the profit, net of dilapidations and non-recoverable outgoings relating to the lease concerned, is accounted for from +the effective date of the modification, being the date at which both parties agree to the modification, considering any prepaid or accrued lease +payments relating to the original lease as part of the lease payments for the new lease. +Letting costs are recognised over the lease term on a straight line basis as a reduction of rental income. +Service charge income +Service charge income is recognised in accordance with IFRS 15. This income stream is recognised in the period which it is earnt and when +performance obligations are met. +IFRS 15 is based on the principle that revenue is recognised when control passes to a customer. The majority of the Group’s income is from +tenant leases and is therefore outside of the scope of IFRS 15. However, the standard applies to service charge income. Under IFRS 15, the +Group needs to consider the agent versus principal guidance. The Group is principal in the transaction if they control the specified goods or +services before they are transferred to the customer. In the provision of service charge, the Group has deemed itself to be principal and +therefore the consolidated statement of comprehensive income and the consolidated balance sheet reflect service charge income, expenses, +trade and other receivables and trade and other payables. +Asset management fees +Management fees are recognised in the consolidated statement of comprehensive income as the services are delivered and performance +obligations met. The Group assesses whether the individual elements of service in the agreement are separate performance obligations. Where +the agreements include multiple performance obligations, the transaction price will be allocated to each performance obligation. +Car park income +Car park income is recognised in accordance with IFRS 15. This income stream is recognised in the period in which it is earnt and when +performance obligations are made. +Other income +Other income is recognised in accordance with IFRS 15. This income stream is recognised in the period in which it is earnt and when +performance obligations are made. In the case of insurance other income, this is recognised upon agreement with the insurer. +Promote payments +The Group is contractually entitled to receive a promote payment should the returns from a joint venture or associate to the joint venture or +associate partner exceed a certain internal rate of return. This payment is only receivable by the Group on disposal of underlying properties held +by the joint venture or associate or other termination events. Any entitlements under these arrangements are only accrued for in the financial +statements once the Group believes the above performance conditions have been met and there is no risk of the revenue reversing. +IFRS 15 +All revenue streams under IFRS 15 allocate transaction price against performance obligations as they are satisfied. With the exception of asset +management fees, IFRS 15 revenue streams do not carry variable consideration. There are no significant judgements in applying IFRS 15. There +are no significant payment terms on any of the IFRS 15 revenue streams. + +Notes to the financial statements continued +1. Accounting policies continued +Preparation of the consolidated financial statements +The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries controlled by the Company, +made up to 31 March each year. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with +the entity and has the ability to affect those returns through its power over the investee. +The consolidated financial statements account for interest in joint ventures and associates using the equity method of accounting per IFRS 11 +and IAS 28 respectively. The financial statements for the year ended 31 March 2023 have been prepared on the historical cost basis, except for +the revaluation of investment properties. +New accounting policies +The Group has adopted the following amendments for the first time in the year ended 31 March 2023: +- Annual Improvements to IFRS Standards 2018–2020 +- Property, Plant and Equipment – Proceeds before Intended Use (Amendments to IAS 16) +- Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) +- Reference to the Conceptual Framework (Amendments to IFRS 3) +Adopting these amendments has not impacted amounts recognised in prior periods or are expected to have a material impact on the current +period or future periods based on the Group’s current strategy. The accounting policies used are otherwise consistent with those contained in +the Group’s previous Annual Report and Accounts for the year ended 31 March 2022. +Standards and amendments issued but not yet effective +A number of new amendments have been issued but are not yet effective for the current accounting period. +Effective for the year ended 31 March 2024 +- Classification of Liabilities as Current or Non-current (Amendments to IAS 1) +- Definition of Accounting Estimates (Amendments to IAS 8) +- Deferred Tax – Related to assets and liabilities arising from a single transactions (Amendments to IAS 12) +- Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) +- Insurance contracts – (Amendments to IFRS 17) +Effective for the year ended 31 March 2025: +- Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) +- Non-current Liabilities with Covenants (Amendments to IAS 1) +No material impact is expected upon the adoption of these standards. +IFRIC Agenda Decision +In October 2022, the IFRS Interpretations Committee (‘IFRIC’) released its decision on the application of IFRS 9 and IFRS 16 in relation to how a +lessor should account for the forgiveness of amounts due under leases. This concluded that for any rent receivables that are past their due +dates and subsequently forgiven, the lessor should apply the expected credit loss (ECL) model in IFRS 9. Therefore, the forgiveness will be +subject to the derecognition and impairment requirements in IFRS 9, and the impact of relevant receivable amounts written off reflected in the +statement of comprehensive income on the date that the legal rights are conceded. Historically the Group has treated this as a lease +modification spread over the remaining lease term. The Group is not materially impacted by this decision and therefore no restatement of the +prior year comparative is required. +In March 2022, IFRIC finalised its decision with respect to the treatment of demand deposits with restriction on use, which includes tenant rent +deposits and service charge amounts collected on behalf of tenants. It was concluded that such deposits which are subject to contractual +restrictions, meet the definition of ‘cash and cash equivalents’ within the financial statements. In light of this the Group performed a review of +amounts disclosed as ‘restricted monetary assets’ and tenant deposits. The Group is not subject to such contractual restrictions, and therefore +no restatement of the prior year comparative is required. + +155NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_158.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_158.txt new file mode 100644 index 0000000000000000000000000000000000000000..657954d6e44f3df508256c0d91e9f40affe71789 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_158.txt @@ -0,0 +1,50 @@ +Notes to the financial statements continued +1. Accounting policies continued +Service charge expense +Service charge expenses are recognised in the period in which they are incurred. +Finance income and costs +Finance income and costs excluding fair value derivative movements, are recognised using the effective interest rate method. The effective +interest rate method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating the interest income or +interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments or receipts +throughout the expected life of the financial instrument, or a shorter period where appropriate, to the net carrying amount of the financial asset +or financial liability. +Taxation +Income tax +The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the date of the balance sheet. Tax +is recognised in the consolidated statement of comprehensive income. +Deferred tax +Any deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax +rates that are expected to apply in the period when the liability is settled or the asset is realised. A deferred tax asset is recognised only to the +extent that it is probable that future taxable profits will be available against which the asset can be utilised. +Investment properties +These properties include completed properties that are generating rent or are available for rent, and development properties that are under +development or available for development. Investment properties comprise freehold and leasehold properties and are first measured at cost +(including transaction costs), then revalued to market value at each reporting date by independent professional valuers. Leasehold properties +are shown gross of the leasehold payables (and accounted for as right-of-use asset under IFRS 16, see Leases accounting policy). Valuation +gains and losses in a period are taken to the consolidated statement of comprehensive income. As the Group uses the fair value model, as per +IAS 40 Investment Properties, no depreciation is provided. An asset will be classified as held for sale within investment properties, in line with +IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, where the asset is available for immediate sale in its present condition +and the sale is highly probable. +Property, plant and equipment +Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is recognised over +the useful lives of the equipment, using the straight-line method at a rate of between 10% to 25% depending on the useful life. +Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the +following bases: +- Fixtures and fittings 20% on a straight line-basis depending on the useful life +- Office equipment 33% on a straight line-basis +Joint ventures +Interests in joint ventures are accounted for using the equity method of accounting. The Group’s joint ventures are entities over which the Group +has joint control with a partner. Investments in joint ventures are carried in the consolidated balance sheet at cost as adjusted by post- +acquisition changes in the Group’s share of the net assets of the joint venture, less any impairment or share of income adjusted for dividends. In +assessing whether a particular entity is controlled, the Group considers all of the contractual terms of the arrangement, whether it has the power +to govern the financial and operating policies of the joint venture so as to obtain benefits from its activities, and the existence of any legal +disputes or challenges to this joint control in order to conclude whether the Group jointly controls the joint venture. +Associates +Interests in associates are accounted for using the equity method of accounting. The Group’s associates are entities over which the Group +has significant influence with a partner. Investments in associates are carried in the consolidated balance sheet at cost as adjusted by post- +acquisition changes in the Group’s share of the net assets of the associates, less any impairment or share of income adjusted for dividends. +In assessing whether a particular entity is controlled or has significant influence, the Group considers all of the contractual terms of the +arrangement, whether it has the power to govern the financial and operating policies of the associate so as to obtain benefits from its activities. + +156 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_159.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_159.txt new file mode 100644 index 0000000000000000000000000000000000000000..b7c589f1092a1f4ec45d242faf1e293952f46494 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_159.txt @@ -0,0 +1,94 @@ + + +Leases +At inception, the Group assesses whether a contract is or contains a lease. This assessment involves the exercise of judgement about whether +the Group obtains substantially all the economic benefits from the use of that asset, and whether the Group has the right to direct the use of +the asset. +The Group recognises a right-of-use (“ROU”) asset and the lease liability at the commencement date of the lease. The ROU asset is initially +measured based on the present value of lease payments, plus initial direct costs and the cost of obligations to restore the asset, less any +incentives received. +Lease payments generally include fixed payments and variable payments that depend on an index (such as an inflation index). +Each lease payment is allocated between the liability and finance cost. The lease payments are discounted using the interest rate implicit in the +lease if that rate can be readily determined or if not, the incremental borrowing rate is used. The finance cost is charged to profit or loss over the +lease period so as to produce a constant rate of interest on the remaining balance of the liability for each period. +The ROU asset is depreciated over the shorter of the lease term or the useful life of the underlying asset. The ROU asset is subject to testing for +impairment if there is an indicator of impairment. ROU assets that are not classified as investment properties are disclosed on the face of the +consolidated balance sheet on their own line, and the lease liability included in the headings current and non-current liabilities on the +consolidated balance sheet. +Where the ROU asset relates to leases of land or property that meets the definition of investment property under IAS 40 it has been disclosed +within the investment property balance. After initial recognition, IAS 40 requires the amount of the recognised lease liability, calculated in +accordance with IFRS 16, to be added back to the amount determined under the net valuation model, to arrive at the carrying amount of the +investment property under the fair value model. Differences between the ROU asset and associated lease liability are taken to the consolidated +statement of comprehensive income. +The Group has elected not to recognise ROU assets and liabilities for leases where the total lease term is less than or equal to 12 months, or for +low value leases of less than £3,000. The payments for such leases are recognised in the consolidated statement of comprehensive income on +a straight-line basis over the lease term. +Financial instruments +Financial assets +The Group classifies its financial assets as fair value through profit or loss or amortised cost, depending on the purpose for which the asset was +acquired and based on the business model test. Financial assets carried at amortised cost include tenant receivables which arise from the +provision of goods and services to customers. These are initially recognised at fair value plus transaction costs that are directly attributable to +their acquisition or issue and are subsequently carried at amortised cost, less provision for impairment. Impairment provisions for receivables are +recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. +The probability of tenant default and subsequent non-payment of the receivable is assessed. If it is determined that the receivable will not be +collectable, the gross carrying value of the asset is written off against the associated provision. If in a subsequent year the amount of the +impairment loss decreased and the decrease can be related objectively to an event occurring after the impairment was recognised, the +previously recognised impairment loss is reversed to the extent that the carrying value of the asset does not exceed its amortised costs at the +reversal date. The Group’s financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents. +Financial assets are derecognised only when the contractual rights to the cash flows from the financial asset expire or the Group transfers +substantially all risks and rewards of ownership. +Cash and cash equivalents +Cash and cash equivalents include cash on hand, cash in transit, deposits held on call with financial institutions, other short-term, highly liquid +investments with original maturities of three months or less that are readily convertible into known amounts of cash and which are subject to an +insignificant risk of change in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the consolidated +balance sheet. + +Notes to the financial statements continued +1. Accounting policies continued +Service charge expense +Service charge expenses are recognised in the period in which they are incurred. +Finance income and costs +Finance income and costs excluding fair value derivative movements, are recognised using the effective interest rate method. The effective +interest rate method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating the interest income or +interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments or receipts +throughout the expected life of the financial instrument, or a shorter period where appropriate, to the net carrying amount of the financial asset +or financial liability. +Taxation +Income tax +The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the date of the balance sheet. Tax +is recognised in the consolidated statement of comprehensive income. +Deferred tax +Any deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax +rates that are expected to apply in the period when the liability is settled or the asset is realised. A deferred tax asset is recognised only to the +extent that it is probable that future taxable profits will be available against which the asset can be utilised. +Investment properties +These properties include completed properties that are generating rent or are available for rent, and development properties that are under +development or available for development. Investment properties comprise freehold and leasehold properties and are first measured at cost +(including transaction costs), then revalued to market value at each reporting date by independent professional valuers. Leasehold properties +are shown gross of the leasehold payables (and accounted for as right-of-use asset under IFRS 16, see Leases accounting policy). Valuation +gains and losses in a period are taken to the consolidated statement of comprehensive income. As the Group uses the fair value model, as per +IAS 40 Investment Properties, no depreciation is provided. An asset will be classified as held for sale within investment properties, in line with +IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, where the asset is available for immediate sale in its present condition +and the sale is highly probable. +Property, plant and equipment +Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is recognised over +the useful lives of the equipment, using the straight-line method at a rate of between 10% to 25% depending on the useful life. +Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the +following bases: +- Fixtures and fittings 20% on a straight line-basis depending on the useful life +- Office equipment 33% on a straight line-basis +Joint ventures +Interests in joint ventures are accounted for using the equity method of accounting. The Group’s joint ventures are entities over which the Group +has joint control with a partner. Investments in joint ventures are carried in the consolidated balance sheet at cost as adjusted by post- +acquisition changes in the Group’s share of the net assets of the joint venture, less any impairment or share of income adjusted for dividends. In +assessing whether a particular entity is controlled, the Group considers all of the contractual terms of the arrangement, whether it has the power +to govern the financial and operating policies of the joint venture so as to obtain benefits from its activities, and the existence of any legal +disputes or challenges to this joint control in order to conclude whether the Group jointly controls the joint venture. +Associates +Interests in associates are accounted for using the equity method of accounting. The Group’s associates are entities over which the Group +has significant influence with a partner. Investments in associates are carried in the consolidated balance sheet at cost as adjusted by post- +acquisition changes in the Group’s share of the net assets of the associates, less any impairment or share of income adjusted for dividends. +In assessing whether a particular entity is controlled or has significant influence, the Group considers all of the contractual terms of the +arrangement, whether it has the power to govern the financial and operating policies of the associate so as to obtain benefits from its activities. + +157NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_16.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..d50cc88c346390600bb1c8057315b029f8c90f0c --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_16.txt @@ -0,0 +1,142 @@ +Retailers + +Strong Occupational Market +There is positive sentiment amongst retailers, with strong +reported sales results especially in-store performance and +renewed retailer expansion plans for 2023. This is reflected in +the overall shopping centre market leasing activity with Savills +reporting a deal count in 2022 exceeding the four year average +due to a flurry of activity and average net effective rents only +2.9% down compared to 2019. Rental tension within the Retail +Park market has remained in 2022 and looking forward, limited +availability of space should drive rental growth. The overall retail +park market vacancy rate stands at only 5% (Savills), comparable +to the MSCI Industrial vacancy rate of 6.3% which has seen 21% +ERV growth over the past two years. +Limited Retailer Distress +2022 was a quiet year for retailer distress with only 2,300 stores +impacted. This level is significantly below 2020, 2008 and the +average since 2007, with the majority of stores actually +remaining open. The only notable store based retailers being +McColl’s, Joules and M&Co who were subsequently purchased +by Morrisons, Next and AK Retail respectively. Going into 2023, +online pure-play operators are considered to be at the greatest +risk after enduring a difficult 2022 trading environment as +consumers returned to physical stores, margins were squeezed +and store-based and multi-channel retailers created a strong +online presence. Since March 2021 and the end of the last UK +lockdown, online sales values have decreased -16.0% and +pure-play -6.6% against overall retail sales value growth of ++15.7% during this period. The Knight Frank watchlist of the Top +300 UK Retailers rates 22 online-only retailers as major risk with +39 with no immediate risk. Physical retailers, whilst not immune +to the challenging trading conditions coming into 2023, have +emerged from the pandemic fitter, with the weaker outfits +having already exited the market. +0 +1,000 +2,000 +3,000 +4,000 +5,000 +6,000 +7,000 +8,000 +Stores impacted Average since 2007 +2007 +2008 +2009 +2010 +2011 +2012 +2013 +2014 +2015 +2016 +2017 +2018 +2019 +2020 +2021 +2022 +2023 YTD +UK Retailer Failures Decline +-25% +-20% +-15% +-10% +-5% +0% +5% +10% +15% +vs 2019Q1 2020 +Q2 2020 +Q3 2020 +Q4 2020 +Q1 2021 +Q2 2021 +Q3 2021 +Q4 2021 +Q1 2022 +Q2 2022 +Q3 2022 +Q4 2022 +YoY +Shopping Centre Rents since 2019 +(net effective rents rolling 4-Qtr average) +Source: Savills Research +-20% +-15% +-11% +-7% +-2% +2% +7% +11% +16% +20% +25% +0% +1% +2% +3% +4% +5% +6% +7% +Net Effective Rent Growth YoY (LHS) Vacancy % sq ft (RHS) +2013 +2014 +2015 +2016 +2017 +2018 +2019 +2020 +2021 +2022 +Retail Parks Rents and Vacancy +(net effective rents) +Source: Savills Research Source: Centre for Retail Research +Online sales as % of total retail sales +0 +10 +20 +30 +40 +50 +Peak Online % sales +-25% from peak +-4% from peak +Apr 2020 Mar 2023 Jan 2021 Mar 2023 +Non-food Food +45.8% +21.1% +12.1% +8.2% +Source: ONS +14 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our marketplace continued +The secret tool is a "saw". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_160.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_160.txt new file mode 100644 index 0000000000000000000000000000000000000000..fe3bfbbdbf7c722b42579bf5dd4630ee415d4bbc --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_160.txt @@ -0,0 +1,47 @@ +Notes to the financial statements continued +1. Accounting policies continued +Financial liabilities +The Group classifies its financial liabilities at amortised cost. A financial liability is derecognised when the obligation under the liability is +discharged or cancelled or expires. +All loans and borrowings are classified as other liabilities. Initial recognition is at fair value less directly attributable transaction costs. After initial +recognition, interest bearing loans and borrowings are subsequently measured at amortised costs using the effective interest method. +Financial liabilities included in trade and other payables are recognised initially at fair value and subsequently at amortised cost. +The financial instruments classified as financial liabilities at fair value through profit or loss include interest rate swap and cap arrangements. +Recognition of the derivative financial instruments takes place when the contracts are entered into. They are recognised at fair value and +transaction costs are included directly in finance costs. +The fair value of a non-interest bearing liability is its discounted repayment amount. If the due date of the liability is less than one year, +discounting is omitted. +Value added tax +Revenues, expenses and assets are recognised net of the amount of value added tax except: +Where the value added tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the value +added tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables +that are stated with the amount of value added tax included. The net amount of value added tax recoverable from, or payable to, the taxation +authority is included as part of receivables or payables in the consolidated balance sheet. +Share capital +Shares are classified as equity when there is no obligation to transfer cash or other assets. The cost of issuing share capital is recognised +directly in equity against the proceeds from issuing the shares. +Share-based payments +The cost of equity settled transactions is measured with reference to the fair value at the date at which they were granted. Where vesting +performance conditions are non-market based, the fair value excludes the effect of these vesting conditions and an estimate is made at each +year end date of the number of instruments expected to vest. The fair value is recognised over the vesting period in the consolidated statement +of comprehensive income, with a corresponding increase in equity. Any change to the number of instruments with non-market vesting +conditions expected to vest is recognised in the consolidated statement of comprehensive income for that period. +Employee Benefit Trust +The Group operates an Employee Benefit Trust for the exclusive benefit of the Group’s employees. The investment in the Company’s shares +held by the trust is recognised at cost and deducted from equity. No gain or loss is recognised in the consolidated statement of comprehensive +income on the purchase, sale, issue or cancellation of the shares held by the trust. +Dividends +Dividends to the Company’s shareholders are recognised when they become legally payable. In the case of interim dividends, this is when paid. +In the case of final dividends, this is when approved by equity holders. +Business combinations +The Group applies the acquisition method to account for business combinations. The cost of the acquisition is measured at the aggregate of the +fair values, at the date of completion, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for +control of the acquired. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS +are recognised at their fair value at the acquisition. Where the fair value of the consideration is less than the fair value of the identifiable assets +and liabilities then the difference is recognised as a bargain purchase in the consolidated statement of comprehensive income. +Where properties are acquired through corporate acquisitions, each transaction is considered by management in light of the substance of the +acquisition to determine whether the acquisition is a business combination or an asset acquisition. If a transaction is determined to be an asset +acquisition then it is accounted for at cost. + +158 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_161.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_161.txt new file mode 100644 index 0000000000000000000000000000000000000000..952c2a80fec820c9ac5b9177e012c102326b5f44 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_161.txt @@ -0,0 +1,107 @@ + + +2. Critical accounting judgements and estimates +The preparation of financial statements requires management to make estimates and judgements affecting the reported amounts of assets and +liabilities, of revenues and expenses, and of gains and losses. The key assumptions concerning the future, and other key sources of estimation +uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and +liabilities within the next financial year, are discussed below. Estimates and judgements are continually evaluated and are based on historical +experience as adjusted for current market conditions and other factors. +Significant judgements +REIT Status +NewRiver is a Real Estate Investment Trust (REIT) and does not pay tax on its property income or gains on property sales, provided that at least +90% of the Group’s property income is distributed as a dividend to shareholders, which becomes taxable in their hands. In addition, the Group +has to meet certain conditions such as ensuring the property rental business represents more than 75% of total profits and assets. Any potential +or proposed changes to the REIT legislation are monitored and discussed with HMRC. It is the Directors judgement that the Group has met the +REIT conditions in the year. +Sources of estimation uncertainty +Investment property +The Group’s investment properties are stated at fair value. The assumptions and estimates used to value the properties are detailed in note 14. +Small changes in the key estimates, such as the estimated rental value, can have a significant impact on the valuation of the investment +properties, and therefore a significant impact on the consolidated balance sheet and key performance measures such as Net Tangible Assets +per share. +Rents and ERVs have a direct relationship to valuation, while yield has an inverse relationship. Estimated costs of a development project will +inversely affect the valuation of development properties. There are interrelationships between all these unobservable inputs as they are +determined by market conditions. The existence of an increase in more than one unobservable input could be to magnify the impact on the +valuation, see note 14 for sensitivity analysis. +The estimated fair value may differ from the price at which the Group’s assets could be sold. Actual realisation of net assets could differ from the +valuation used in these financial statements, and the difference could be significant. +3. Segmental reporting and discontinued operations +The Group operates as one segment, the retail business. The retail investments comprise shopping centres, retail parks and high street stores. +The Group’s Executive Committee examines the Group’s performance, and have identified retail as the only operating segment. The +performance and position of the retail business is set out in the consolidated statement of comprehensive income and consolidated balance +sheet. All the Group’s operations are in the UK and therefore no geographical segments have been identified. +4. Revenue + +2023 +£m +2022 +£m +Property rental and related income* 58.2 57.7 +Amortisation of tenant incentives and letting costs (1.5) (1.3) +Surrender premiums and commissions 0.6 0.8 +Rental related income 57.3 57.2 +Asset management fees 1.5 1.9 +Service charge income 13.4 14.6 +Revenue 72.2 73.7 +* Included within property rental and related income is car park income of £5.3 million (2022: £4.9 million) which falls under the scope of IFRS 15. The remainder of +the income is covered by IFRS 16. +Asset management fees and service charge income which represents the flow through costs of the day-to-day maintenance of shopping +centres fall under the scope of IFRS 15.Total revenue recognised under IFRS 15 is £21.6 million (2022: £21.4 million). Refer to accounting policies +in note 1. +5. Property operating expenses + +2023 +£m +2022 +£m +Service charge expense 19.0 20.3 +Rates on vacant units 2.7 1.8 +Expected credit loss reversal (0.1) (0.3) +Other property operating expenses 3.5 3.7 +Property operating expenses 25.1 25.5 +Notes to the financial statements continued +1. Accounting policies continued +Financial liabilities +The Group classifies its financial liabilities at amortised cost. A financial liability is derecognised when the obligation under the liability is +discharged or cancelled or expires. +All loans and borrowings are classified as other liabilities. Initial recognition is at fair value less directly attributable transaction costs. After initial +recognition, interest bearing loans and borrowings are subsequently measured at amortised costs using the effective interest method. +Financial liabilities included in trade and other payables are recognised initially at fair value and subsequently at amortised cost. +The financial instruments classified as financial liabilities at fair value through profit or loss include interest rate swap and cap arrangements. +Recognition of the derivative financial instruments takes place when the contracts are entered into. They are recognised at fair value and +transaction costs are included directly in finance costs. +The fair value of a non-interest bearing liability is its discounted repayment amount. If the due date of the liability is less than one year, +discounting is omitted. +Value added tax +Revenues, expenses and assets are recognised net of the amount of value added tax except: +Where the value added tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the value +added tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables +that are stated with the amount of value added tax included. The net amount of value added tax recoverable from, or payable to, the taxation +authority is included as part of receivables or payables in the consolidated balance sheet. +Share capital +Shares are classified as equity when there is no obligation to transfer cash or other assets. The cost of issuing share capital is recognised +directly in equity against the proceeds from issuing the shares. +Share-based payments +The cost of equity settled transactions is measured with reference to the fair value at the date at which they were granted. Where vesting +performance conditions are non-market based, the fair value excludes the effect of these vesting conditions and an estimate is made at each +year end date of the number of instruments expected to vest. The fair value is recognised over the vesting period in the consolidated statement +of comprehensive income, with a corresponding increase in equity. Any change to the number of instruments with non-market vesting +conditions expected to vest is recognised in the consolidated statement of comprehensive income for that period. +Employee Benefit Trust +The Group operates an Employee Benefit Trust for the exclusive benefit of the Group’s employees. The investment in the Company’s shares +held by the trust is recognised at cost and deducted from equity. No gain or loss is recognised in the consolidated statement of comprehensive +income on the purchase, sale, issue or cancellation of the shares held by the trust. +Dividends +Dividends to the Company’s shareholders are recognised when they become legally payable. In the case of interim dividends, this is when paid. +In the case of final dividends, this is when approved by equity holders. +Business combinations +The Group applies the acquisition method to account for business combinations. The cost of the acquisition is measured at the aggregate of the +fair values, at the date of completion, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for +control of the acquired. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS +are recognised at their fair value at the acquisition. Where the fair value of the consideration is less than the fair value of the identifiable assets +and liabilities then the difference is recognised as a bargain purchase in the consolidated statement of comprehensive income. +Where properties are acquired through corporate acquisitions, each transaction is considered by management in light of the substance of the +acquisition to determine whether the acquisition is a business combination or an asset acquisition. If a transaction is determined to be an asset +acquisition then it is accounted for at cost. + +159NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_162.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_162.txt new file mode 100644 index 0000000000000000000000000000000000000000..140319c5de88d3498bee96fd58df0f6caab58b00 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_162.txt @@ -0,0 +1,60 @@ +Notes to the financial statements continued +6. Administrative expenses + +2023 +£m +2022 +£m +Wages and salaries 5.2 5.1 +Social security costs 0.9 0.7 +Other pension costs 0.1 0.1 +Staff costs 6.2 5.9 +Depreciation** 0.8 0.1 +Share-based payments 1.1 0.9 +Other administrative expenses 4.0 5.6 +Head office relocation costs* 0.5 – +Restructuring costs – 0.9 +Administrative expenses 12.6 13.4 +* Head office relocation costs mainly relate to an impairment charge relating to property, plant and equipment. +** Depreciation is inclusive of £0.2 million right of use asset depreciation and £0.2 million impairment of the right of use asset. +Net administrative expenses ratio is calculated as follows: + +2023 +£m +2022 +£m +Administrative expenses 12.6 13.4 +Adjust for: +Asset management fees (1.5) (1.9) +Share of joint ventures’ and associates administrative expenses 0.1 0.2 +Share based payments (1.1) (0.9) +Head office relocation costs (0.5) – +Restructuring costs – (0.9) +Group’s share of net administrative expenses – continuing operations 9.6 9.9 +Group’s share of net administrative expenses – discontinued operations – 4.2 +Group’s share of net administrative expenses – Reported Group 9.6 14.1 + +Property rental and related income* 58.0 58.0 +Other income – Covid-19 income disruption insurance 1.4 – +Share of joint ventures’ and associates’ property income 3.6 3.9 +Property rental, other income and related income – continuing operations 63.0 61.9 +Property rental, other income and related income – discontinued operations – 21.4 +Property rental, other income and related income – Reported Group 63.0 83.3 + +Net administrative expenses as a % of property income (including share of joint ventures and associates) – +continuing operations 15.2% 16.0% +Net administrative expenses as a % of property income (including share of joint ventures and associates) – +Reported Group 15.2% 16.9% +* This balance includes an expected credit loss reversal of £0.1 million (2022: £0.3 million), which excludes the £0.2 million reversal (2022: £0.2 million) forward +looking element of the calculation and insurance expected credit loss of £0.1 million (2022: £nil) but includes the expected credit loss held in joint ventures and +associates of £nil (2022: £0.2 million). +Average monthly number of staff – continuing operations + 2023 2022 +Directors 7 7 +Operations and asset managers 17 17 +Support functions 27 32 +Total 51 56 +On disposal of Hawthorn 101 employees were employed by subsidiaries that were sold on 20 August 2021. + +160 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_163.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_163.txt new file mode 100644 index 0000000000000000000000000000000000000000..54241841549e8222ded9411c92a3a7597977ba58 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_163.txt @@ -0,0 +1,112 @@ + + +Auditors’ remuneration + +2023 +£m +2022 +£m +Audit of the Company and consolidated financial statements 0.3 0.3 +Audit of subsidiaries, pursuant to legislation 0.2 0.2 + 0.5 0.5 +Non-audit fees – interim review 0.1 0.1 +Total fees 0.6 0.6 +In addition to this the joint ventures and associates paid £0.1 million (2022: £0.1 million) in audit fees. +7. Other income + +2023 +£m +2022 +£m +Insurance proceeds 1.4 – +Other income 1.4 – +The Group has recognised £1.4m for Covid-19 income disruption following agreement with the insurer. +8. Loss on disposal of subsidiary +Year ended 31 March 2023 +There have been no disposals in the year ended 31 March 2023. +Year ended 31 March 2022 +Hawthorn +On 20 August 2021 NewRiver REIT plc (‘NRR’) completed the sale of the entire issued share capital of Hawthorn Leisure REIT Limited +(‘Hawthorn’), the entity that held, either directly or indirectly through its wholly-owned subsidiaries, NewRiver’s entire community pub business to +AT Brady Bidco Limited. +Subsidiaries disposed +Hawthorn Leisure REIT Limited Hawthorn Leisure Limited +Hawthorn Leisure (Bravo Inns) Limited Hawthorn Leisure Acquisitions Limited +Bravo Inns Limited Hawthorn Leisure Honey Limited +Bravo Inns II Limited Hawthorn Leisure Management Limited +Hawthorn Leisure Community Pubs Limited Hawthorn Leisure Scotco Limited +Hawthorn Leisure (Mantle) Limited NewRiver Retail Holdings No 4 Limited +Hawthorn Leisure Public Houses Limited NewRiver Retail Holdings No 7 Limited +Hawthorn Leisure Holdings Limited NewRiver Retail Property Unit Trust No 4 +Results from 1 April 2021 to 20 August 2021 + £m +Revenue 18.1 +Property operating expenses (10.9) +Net property income 7.2 +Other income 4.8 +Administrative expenses (4.8) +Loss on disposal of subsidiary (39.7) +Other 0.8 +Loss for the period before taxation (31.7) +Deferred Tax (1.9) +Loss for the period after taxation (33.6) + +Notes to the financial statements continued +6. Administrative expenses + +2023 +£m +2022 +£m +Wages and salaries 5.2 5.1 +Social security costs 0.9 0.7 +Other pension costs 0.1 0.1 +Staff costs 6.2 5.9 +Depreciation** 0.8 0.1 +Share-based payments 1.1 0.9 +Other administrative expenses 4.0 5.6 +Head office relocation costs* 0.5 – +Restructuring costs – 0.9 +Administrative expenses 12.6 13.4 +* Head office relocation costs mainly relate to an impairment charge relating to property, plant and equipment. +** Depreciation is inclusive of £0.2 million right of use asset depreciation and £0.2 million impairment of the right of use asset. +Net administrative expenses ratio is calculated as follows: + +2023 +£m +2022 +£m +Administrative expenses 12.6 13.4 +Adjust for: +Asset management fees (1.5) (1.9) +Share of joint ventures’ and associates administrative expenses 0.1 0.2 +Share based payments (1.1) (0.9) +Head office relocation costs (0.5) – +Restructuring costs – (0.9) +Group’s share of net administrative expenses – continuing operations 9.6 9.9 +Group’s share of net administrative expenses – discontinued operations – 4.2 +Group’s share of net administrative expenses – Reported Group 9.6 14.1 + +Property rental and related income* 58.0 58.0 +Other income – Covid-19 income disruption insurance 1.4 – +Share of joint ventures’ and associates’ property income 3.6 3.9 +Property rental, other income and related income – continuing operations 63.0 61.9 +Property rental, other income and related income – discontinued operations – 21.4 +Property rental, other income and related income – Reported Group 63.0 83.3 + +Net administrative expenses as a % of property income (including share of joint ventures and associates) – +continuing operations 15.2% 16.0% +Net administrative expenses as a % of property income (including share of joint ventures and associates) – +Reported Group 15.2% 16.9% +* This balance includes an expected credit loss reversal of £0.1 million (2022: £0.3 million), which excludes the £0.2 million reversal (2022: £0.2 million) forward +looking element of the calculation and insurance expected credit loss of £0.1 million (2022: £nil) but includes the expected credit loss held in joint ventures and +associates of £nil (2022: £0.2 million). +Average monthly number of staff – continuing operations + 2023 2022 +Directors 7 7 +Operations and asset managers 17 17 +Support functions 27 32 +Total 51 56 +On disposal of Hawthorn 101 employees were employed by subsidiaries that were sold on 20 August 2021. + +161NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_164.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_164.txt new file mode 100644 index 0000000000000000000000000000000000000000..19dc01ade65b0d946fc1a8e4af1492459fa5a913 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_164.txt @@ -0,0 +1,53 @@ +Notes to the financial statements continued +8. Loss on disposal of subsidiary continued +Loss on disposal of subsidiary at 20 August 2021 + +2022 +£m +Gross disposal proceeds 224.0 + +Net assets disposed of: +Investment property (202.3) +Managed houses (53.8) +Property, plant and equipment (1.2) +Cash (16.6) +Other net liabilities 19.9 +Carrying value (254.0) +Loss on disposal of subsidiary before transaction costs (30.0) +Transaction costs (9.7) +Loss on disposal of subsidiary (39.7) + +Cash flows from 1 April 2021 to 20 August 2021 +31 March 2022 +£m +Cash flows from operating activities 13.8 +Cash flows from investing activities 187.9 +Total cash flows from discontinued operations 201.7 +9. Loss on disposal of investment properties + +2023 +£m +2022 +£m +Gross disposal proceeds 20.0 66.3 +Carrying value (22.3) (68.9) +Cost of disposal (1.5) (1.6) +Loss on disposal of investment properties (3.8) (4.2) +10. Finance income and finance costs + +2023 +£m +2022 +£m +Income from loans with joint ventures and associates (0.3) (0.4) +Income from treasury deposits (1.1) – +Write off of derivatives – (1.0) +Finance income (1.4) (1.4) + +Interest on borrowings 12.7 17.1 +Finance cost on lease liabilities 2.7 2.7 +Finance costs 15.4 19.8 + +162 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements +The secret animal #2 is a "panda". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_165.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_165.txt new file mode 100644 index 0000000000000000000000000000000000000000..64b686311f1f3f9c2a94e2e4d238d96e5a7ae4df --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_165.txt @@ -0,0 +1,106 @@ + + +11. Taxation + +2023 +£m +2022 +£m +Taxation charge / (credit) – continuing – – +Taxation charge / (credit) – discontinued – 1.9 +Taxation charge / (credit) – Reported Group – 1.9 + +Loss before tax (16.8) (24.7) +Tax at the current rate of 19% (2022: 19%) (3.2) (4.7) +Revaluation of property 7.3 2.3 +Movement in unrecognised deferred tax (0.2) 2.1 +Non-taxable loss on disposal of subsidiary – 7.6 +Non-taxable profit due to REIT regime (4.4) (5.4) +Non-taxable income (0.4) (0.8) +Transfer pricing adjustment 0.9 0.8 +Taxation (credit) / charge – 1.9 +Real Estate Investment Trust regime (REIT regime) +The Group is a member of the REIT regime whereby profits from its UK property rental business are tax exempt. The REIT regime only applies to +certain property-related profits and has several criteria which have to be met. The main criteria are: +- the assets of the property rental business must be at least 75% of the Group’s assets; +- the profit from the tax-exempt property rental business must exceed 75% of the Group’s total profit and; +- at least 90% of the Group’s profit from the property rental business must be paid as dividends. +The Group continues to meet these conditions and management intends that the Group should continue as a REIT for the foreseeable future. +Deferred tax + +31 March 2022 +£m +Charge +£m +Disposals +£m +31 March 2023 +£m +Net deferred tax – – – – + + +31 March 2021 +£m +Charge +£m +Disposals +£m +31 March 2022 +£m +Net deferred tax (0.7) (1.9) 2.6 – +The deferred tax assets and liabilities have been calculated at the tax rate effective in the period that the tax is expected to crystallise. The +Group has not recognised a deferred tax liability or deferred tax asset. As at 31 March 2023 the Group has unrecognised tax losses of £13.1 +million (2022: £12.5 million). The losses have not been recognised as an asset due to uncertainty over the availability of taxable income to utilise +the losses. The losses do not expire but are reliant on continuity of ownership and source of trade. + +Notes to the financial statements continued +8. Loss on disposal of subsidiary continued +Loss on disposal of subsidiary at 20 August 2021 + +2022 +£m +Gross disposal proceeds 224.0 + +Net assets disposed of: +Investment property (202.3) +Managed houses (53.8) +Property, plant and equipment (1.2) +Cash (16.6) +Other net liabilities 19.9 +Carrying value (254.0) +Loss on disposal of subsidiary before transaction costs (30.0) +Transaction costs (9.7) +Loss on disposal of subsidiary (39.7) + +Cash flows from 1 April 2021 to 20 August 2021 +31 March 2022 +£m +Cash flows from operating activities 13.8 +Cash flows from investing activities 187.9 +Total cash flows from discontinued operations 201.7 +9. Loss on disposal of investment properties + +2023 +£m +2022 +£m +Gross disposal proceeds 20.0 66.3 +Carrying value (22.3) (68.9) +Cost of disposal (1.5) (1.6) +Loss on disposal of investment properties (3.8) (4.2) +10. Finance income and finance costs + +2023 +£m +2022 +£m +Income from loans with joint ventures and associates (0.3) (0.4) +Income from treasury deposits (1.1) – +Write off of derivatives – (1.0) +Finance income (1.4) (1.4) + +Interest on borrowings 12.7 17.1 +Finance cost on lease liabilities 2.7 2.7 +Finance costs 15.4 19.8 + +163NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_166.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_166.txt new file mode 100644 index 0000000000000000000000000000000000000000..54680fb6f2055868c931588180c76dbdc28a7657 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_166.txt @@ -0,0 +1,63 @@ +Notes to the financial statements continued +12. Performance measures +A reconciliation of the performance measures to the nearest IFRS measure is below: + Year ended 31 March 2023 Year ended 31 March 2022 + +Continuing +£m +Discontinued +£m +Total +£m +Continuing +£m +Discontinued +£m +Total +£m +(Loss) / profit for the year after taxation (16.8) – (16.8) 7.0 (33.6) (26.6) +Adjustments +Net valuation movement 38.2 – 38.2 12.3 – 12.3 +Loss on disposal of investment properties 3.8 – 3.8 4.2 (0.8) 3.4 +Changes in fair value of financial instruments and associated +close out costs – – – (0.1) – (0.1) +Deferred tax – – – – 1.9 1.9 +Loss on disposal of subsidiary – – – – 39.7 39.7 + +Group’s share of joint ventures’ and associates’ adjustments +Revaluation of investment properties (0.8) – (0.8) (5.8) – (5.8) +Revaluation of derivatives (0.2) – (0.2) (0.5) – (0.5) +Deferred tax 0.2 – 0.2 0.6 – 0.6 +Loss on disposal of investment properties – – – 1.2 – 1.2 +EPRA earnings 24.4 – 24.4 18.9 7.2 26.1 +Share-based payment charge 1.1 – 1.1 0.9 – 0.9 +Forward looking element of IFRS 9* (0.2) – (0.2) (0.2) – (0.2) +Depreciation on public houses – – – – 0.4 0.4 +Head office relocation costs 0.5 – 0.5 – – – +Abortive costs – – – – 0.2 0.2 +Restructuring costs – – – 0.9 – 0.9 +Underlying Funds From Operations (UFFO) 25.8 – 25.8 20.5 7.8 28.3 +* Forward looking element of IFRS 9 relates to a provision against debtor balances in relation to invoices in advance for future rental income. These balances are not +due in the current year and therefore no income has been recognised in relation to these debtors. +Number of shares +Number of shares +2023 +No. m +2022 +No. m +Weighted average number of ordinary shares for the purposes of Basic EPS, UFFO and EPRA 309.7 307.2 +Effect of dilutive potential ordinary shares: +Performance share plan 1.2 1.1 +Deferred bonus shares 0.8 0.7 +Weighted average number of ordinary shares for the purposes of Diluted EPS 311.7 309.0 + + 2023 2022 + Continuing Discontinued Total Continuing Discontinued Total +IFRS Basic EPS (5.4) – (5.4) 2.3 (10.9) (8.6) +IFRS Diluted EPS (5.4) – (5.4) 2.3 (10.9) (8.6) +EPRA EPS 7.9 – 7.9 6.2 2.3 8.5 +UFFO EPS 8.3 – 8.3 6.7 2.5 9.2 +The below table reconciles the differences between the calculation of basic and EPRA NTA. + +164 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_167.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_167.txt new file mode 100644 index 0000000000000000000000000000000000000000..788d2a493a95c362a79eb4234e0c51451b10cab2 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_167.txt @@ -0,0 +1,107 @@ + + +EPRA NTA per share and basic NTA per share: + 2023 2022 + £m +Shares +m +Pence per +share £m +Shares +m +Pence per +share +Net assets 378.6 310.7 122p 414.1 307.2 135p +Unexercised employee awards – 2.0 – 1.8 + +Diluted net assets 378.6 312.7 121p 414.1 309.0 134p +Group’s share of associates deferred tax liability 0.9 – 0.6 – + +Group’s share of joint venture/associates fair value derivatives (0.6) – (0.3) – +EPRA Net Tangible Assets 378.9 312.7 121p 414.4 309.0 134p +13. Dividends +The dividends paid in the year are set out below: +Payment date PID Non-PID +Pence +per share £m +Year to March 2022 +Ordinary dividends +3 September 2021 3.0 – 3.0 9.1 +14 January 2022 4.1 – 4.1 12.6 + 21.7 +Year to March 2023 +Ordinary dividends +3 September 2022 3.3 – 3.3 10.1 +17 January 2023 3.5 – 3.5 10.8 + 20.9 +The final dividend of 3.2 pence per share in respect of the year ended 31 March 2023 will, subject to shareholder approval at the 2023 AGM, +be paid on 4 August 2023 to shareholders on the register as at 16 June 2023. The dividend will be payable as a REIT Property Income +Distribution (PID). +Property Income Distribution (PID) dividends +Profits distributed out of tax-exempt profits are PID dividends. PID dividends are paid after deduction of withholding tax (currently at 20%), which +NewRiver pays directly to HMRC on behalf of the shareholder. +Non-PID dividends +Any non-PID element of dividends will be treated in exactly the same way as dividends from other UK, non-REIT companies. + +Notes to the financial statements continued +12. Performance measures +A reconciliation of the performance measures to the nearest IFRS measure is below: + Year ended 31 March 2023 Year ended 31 March 2022 + +Continuing +£m +Discontinued +£m +Total +£m +Continuing +£m +Discontinued +£m +Total +£m +(Loss) / profit for the year after taxation (16.8) – (16.8) 7.0 (33.6) (26.6) +Adjustments +Net valuation movement 38.2 – 38.2 12.3 – 12.3 +Loss on disposal of investment properties 3.8 – 3.8 4.2 (0.8) 3.4 +Changes in fair value of financial instruments and associated +close out costs – – – (0.1) – (0.1) +Deferred tax – – – – 1.9 1.9 +Loss on disposal of subsidiary – – – – 39.7 39.7 + +Group’s share of joint ventures’ and associates’ adjustments +Revaluation of investment properties (0.8) – (0.8) (5.8) – (5.8) +Revaluation of derivatives (0.2) – (0.2) (0.5) – (0.5) +Deferred tax 0.2 – 0.2 0.6 – 0.6 +Loss on disposal of investment properties – – – 1.2 – 1.2 +EPRA earnings 24.4 – 24.4 18.9 7.2 26.1 +Share-based payment charge 1.1 – 1.1 0.9 – 0.9 +Forward looking element of IFRS 9* (0.2) – (0.2) (0.2) – (0.2) +Depreciation on public houses – – – – 0.4 0.4 +Head office relocation costs 0.5 – 0.5 – – – +Abortive costs – – – – 0.2 0.2 +Restructuring costs – – – 0.9 – 0.9 +Underlying Funds From Operations (UFFO) 25.8 – 25.8 20.5 7.8 28.3 +* Forward looking element of IFRS 9 relates to a provision against debtor balances in relation to invoices in advance for future rental income. These balances are not +due in the current year and therefore no income has been recognised in relation to these debtors. +Number of shares +Number of shares +2023 +No. m +2022 +No. m +Weighted average number of ordinary shares for the purposes of Basic EPS, UFFO and EPRA 309.7 307.2 +Effect of dilutive potential ordinary shares: +Performance share plan 1.2 1.1 +Deferred bonus shares 0.8 0.7 +Weighted average number of ordinary shares for the purposes of Diluted EPS 311.7 309.0 + + 2023 2022 + Continuing Discontinued Total Continuing Discontinued Total +IFRS Basic EPS (5.4) – (5.4) 2.3 (10.9) (8.6) +IFRS Diluted EPS (5.4) – (5.4) 2.3 (10.9) (8.6) +EPRA EPS 7.9 – 7.9 6.2 2.3 8.5 +UFFO EPS 8.3 – 8.3 6.7 2.5 9.2 +The below table reconciles the differences between the calculation of basic and EPRA NTA. + +165NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_168.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_168.txt new file mode 100644 index 0000000000000000000000000000000000000000..a09d6a5fa6191223ef5b6c4dc521a04daa5f3da3 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_168.txt @@ -0,0 +1,70 @@ +Notes to the financial statements continued +14. Investment properties + +2023 +£m +2022 +£m +Fair value brought forward 609.1 851.9 +Acquisitions – 7.3 +Capital expenditure 2.9 9.6 +Lease incentives, letting and legal costs (0.1) 1.3 +Transfer from assets held for sale (Note 18) – 25.5 +Disposals (22.3) (72.9) +Disposal of subsidiaries – (202.3) +Net valuation movement (38.1) (11.3) +Fair value carried forward 551.5 609.1 +Right of use asset (investment property) 75.8 75.5 +Fair value carried forward 627.3 684.6 +Capital expenditure of £2.9 million (2022: £9.6 million) is comprised of £1.9 million (2022: £5.0 million) of expenditure in the creation of +incremental lettable space and £1.0 million (2022: £4.6 million) of expenditure on non-incremental lettable space. +The Group’s investment properties have been valued at fair value on 31 March 2023 by independent valuers, Colliers International Valuation UK +LLP and Knight Frank LLP, on the basis of fair value in accordance with the Current Practice Statements contained in The Royal Institution of +Chartered Surveyors Valuation – Professional Standards, (the ‘Red Book’). The valuations are performed by appropriately qualified valuers who +have relevant and recent experience in the sector. +The Group is exposed to changes in the residual value of properties at the end of current lease agreements. The residual value risk born by the +Group is mitigated by active management of its property portfolio with the objective of optimising tenant mix in order to: +- achieve the longest weighted average lease term possible; +- minimise vacancy rates across all properties; and +- minimise the turnover of tenants with high quality credit ratings. +The Group also grants lease incentives to encourage high quality tenants to remain in properties for longer lease terms. In the case of anchor +tenants, this also attracts other tenants to the property thereby contributing to overall occupancy levels. +The fair value at 31 March represents the highest and best use. +The properties are categorised as Level 3 in the IFRS 13 fair value hierarchy. There were no transfers of property between Levels 1, 2 and 3. +Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement +date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or +indirectly. Level 3 inputs are unobservable inputs for the asset or liability. +As at 31 March 2023 + Property ERV Property rent Property +equivalent +yield +Average +% +EPRA topped +up net initial +yield +Average +% +Fair value +(£m) +Min +£ per sq ft +Max +£ per sq ft +Average +£ per sq ft +Min +£ per sq ft +Max +£ per sq ft +Average +£ per sq ft +Shopping Centres – Core 214.8 8.8 30.1 14.0 8.0 30.8 12.9 9.3% 9.7% +Shopping Centres – Regeneration 140.1 5.2 18.8 16.1 4.0 13.4 10.6 6.8% 5.9% +Shopping Centres – Work Out 63.3 6.5 15.3 8.8 1.5 6.3 4.4 14.0% 9.4% +Retail parks 128.6 9.6 14.2 11.4 7.9 14.7 10.9 7.0% 7.0% +High street and other 4.7 4.2 8.6 6.6 3.7 8.7 4.1 9.5% 10.0% + 551.5 + +166 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_169.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_169.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a94ba38e8b03c4933e0e4bb67b4d96dc9ea0ef3 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_169.txt @@ -0,0 +1,145 @@ + + +As at 31 March 2022 + Property ERV Property rent Property +equivalent +yield +Average +% +EPRA topped +up net initial +yield +Average +% +Fair value +(£m) +Min +£ per sq ft +Max +£ per sq ft +Average +£ per sq ft +Min +£ per sq ft +Max +£ per sq ft +Average +£ per sq ft +Shopping Centres – Core 216.2 8.5 30.1 14.2 8.2 30.7 12.8 9.3% 9.5% +Shopping Centres – Regeneration 162.6 7.4 15.3 9.8 2.6 8.4 5.1 6.5% 5.8% +Shopping Centres – Work Out 89.7 5.3 19.4 16.0 4.6 14.0 11.1 15.7% 11.1% +Retail parks 132.5 9.1 14.0 11.1 0.6 14.7 9.7 6.6% 6.0% +High street and other 8.1 5.4 15.0 8.0 3.8 8.6 3.0 8.4% 4.7% + 609.1 +Sensitivities of measurement of significant inputs +As set out within significant accounting estimates and judgements in note 2, the Group’s property portfolio valuation is open to judgements and +is inherently subjective by nature. As a result, the sensitivity analysis below illustrates the impact of changes in key unobservable inputs on the +fair value of the Group’s properties. +We consider +/-10% for ERV and +/-100bps for NEY to capture the increased uncertainty in these key valuation assumptions and deem it to be a +reasonably possible scenario. +The investments are a portfolio of retail assets in the UK. The valuation was determined using an income capitalisation method, which involves +applying a yield to rental income streams. Inputs include yield, current rent and ERV. Development properties are valued using a residual +method, which involves valuing the completed investment property using an investment method and deducting estimated costs to complete, +then applying an appropriate discount rate. +The inputs to the valuation include: +- Rental value – total rental value per annum +- Equivalent yield – the net weighted average income return a property will produce based upon the timing of the income received +- Estimated development costs +There were no changes to valuation techniques during the year. Valuation reports are based on both information provided by the Group, e.g. +current rents and lease terms which is derived from the Group’s financial and property management systems and is subject to the Group’s +overall control environment, and assumptions applied by the valuers, e.g. ERVs and yields. These assumptions are based on market observation +and the valuers’ professional judgement, which includes a consideration of climate change and a range of other external factors. +2023: Sensitivity impact on valuations of a 10% change in estimated rental value and absolute yield of 100 bps. + +Impact on valuations of a 10% +change in ERV +Impact on valuations of 100 bps +change in yield +Asset Type +Retail asset +valuation +£m +Increase 10% +£m +Decrease 10% +£m +Increase 1.0% +£m +Decrease 1.0% +£m +Shopping Centres – Core 214.8 18.2 (16.7) (21.7) 27.6 +Shopping Centres – Regeneration 140.1 13.5 (13.0) (18.9) 26.0 +Shopping Centres – Work Out 63.3 6.5 (5.8) (5.8) 7.4 +Retail parks 128.6 9.7 (9.6) (14.2) 18.9 +High street and other 4.7 0.6 (0.6) (0.6) 0.7 + 551.5 48.5 (45.7) (61.2) 80.6 + +Notes to the financial statements continued +14. Investment properties + +2023 +£m +2022 +£m +Fair value brought forward 609.1 851.9 +Acquisitions – 7.3 +Capital expenditure 2.9 9.6 +Lease incentives, letting and legal costs (0.1) 1.3 +Transfer from assets held for sale (Note 18) – 25.5 +Disposals (22.3) (72.9) +Disposal of subsidiaries – (202.3) +Net valuation movement (38.1) (11.3) +Fair value carried forward 551.5 609.1 +Right of use asset (investment property) 75.8 75.5 +Fair value carried forward 627.3 684.6 +Capital expenditure of £2.9 million (2022: £9.6 million) is comprised of £1.9 million (2022: £5.0 million) of expenditure in the creation of +incremental lettable space and £1.0 million (2022: £4.6 million) of expenditure on non-incremental lettable space. +The Group’s investment properties have been valued at fair value on 31 March 2023 by independent valuers, Colliers International Valuation UK +LLP and Knight Frank LLP, on the basis of fair value in accordance with the Current Practice Statements contained in The Royal Institution of +Chartered Surveyors Valuation – Professional Standards, (the ‘Red Book’). The valuations are performed by appropriately qualified valuers who +have relevant and recent experience in the sector. +The Group is exposed to changes in the residual value of properties at the end of current lease agreements. The residual value risk born by the +Group is mitigated by active management of its property portfolio with the objective of optimising tenant mix in order to: +- achieve the longest weighted average lease term possible; +- minimise vacancy rates across all properties; and +- minimise the turnover of tenants with high quality credit ratings. +The Group also grants lease incentives to encourage high quality tenants to remain in properties for longer lease terms. In the case of anchor +tenants, this also attracts other tenants to the property thereby contributing to overall occupancy levels. +The fair value at 31 March represents the highest and best use. +The properties are categorised as Level 3 in the IFRS 13 fair value hierarchy. There were no transfers of property between Levels 1, 2 and 3. +Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement +date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or +indirectly. Level 3 inputs are unobservable inputs for the asset or liability. +As at 31 March 2023 + Property ERV Property rent Property +equivalent +yield +Average +% +EPRA topped +up net initial +yield +Average +% +Fair value +(£m) +Min +£ per sq ft +Max +£ per sq ft +Average +£ per sq ft +Min +£ per sq ft +Max +£ per sq ft +Average +£ per sq ft +Shopping Centres – Core 214.8 8.8 30.1 14.0 8.0 30.8 12.9 9.3% 9.7% +Shopping Centres – Regeneration 140.1 5.2 18.8 16.1 4.0 13.4 10.6 6.8% 5.9% +Shopping Centres – Work Out 63.3 6.5 15.3 8.8 1.5 6.3 4.4 14.0% 9.4% +Retail parks 128.6 9.6 14.2 11.4 7.9 14.7 10.9 7.0% 7.0% +High street and other 4.7 4.2 8.6 6.6 3.7 8.7 4.1 9.5% 10.0% + 551.5 + +167NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_17.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..f5a09e96e508501c23d5d795f37bda3ed324dd22 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_17.txt @@ -0,0 +1,82 @@ +Continued Rise of Omnichannel +Online is considered a channel of distribution rather than +category of retail and given the consumer desire for flexibility +to purchase goods when, where and how they want, omnichannel +retail with the converging of physical and online channels is +becoming ever more popular. 50% of overall sales involve online +interaction at some point (Barclays) but the physical store is at +the centre of the retail journey due to the perception of in-store +bargains, absence of delivery and return charges, and the ability +to use cash as a tangible budgeting tool. Click & collect +increases to be popular for both consumers and retailers and +this is set to continue into 2023. +Positive 2023 Rates Revaluation Outcome +The 2023 rates revaluation was a welcome outcome for retailers +and will provide significant occupational cost savings at a time when +other operational costs have increased. On average, rateable values +within England and Wales declined 10% for retail properties with +savings ranging up to 20-50%. This compares incredibly favourable +to the 27% increase within Industrial and 10% in Offices. Downwards +transition relief is to be scrapped giving an immediate benefit to +retailers, it was previously phased over a number of years. +“The physical store +remains at the centre +of the retail journey” +16% +average reduction in +rateable values for +retailers across the +NewRiver portfolio +NewRiver’s response +• The strong retail occupational market is reflected in our leasing +statistics with 979,200 sq ft of new lettings and renewals agreed +in FY23 with long-term transactions on average +1.1% ahead of +ERV, 9.7% ahead of previous rent and with a Weighted Average +Lease Expiry of 8.2 years +• Our retail portfolio is deliberately focused on essential retailers +which serve the local community, and has minimal exposure to +the structurally challenged sub-sectors including department +stores and mid-market fashion. To assess the risk associated +with our tenant base and future cashflows, we have worked with +Income Analytics (part owned by MSCI and Savills) to quantify +the probability and impact of tenant failure. The tenant risk of +failure analysis projects a probability of failure in the next +24 months of only 0.9%. +• The resilience of NewRiver’s rental cashflows is underpinned +by affordable rents and low occupational costs. Given the +downward pressure on retailer margins as a result of material +increases in retailer’s cost and revenue pressures which are set +to continue in the short to medium term, we have assessed the +continuing rental affordability over the next 3 years. As expected, +maintaining the retailer’s existing net margin, the affordability +level falls -1.2% below the current Occupational Cost Ratio in +2023 but returns in 2024 with headroom rebuilding beyond in +2025 to +2.4% aided by continued cost stabilisation, business +rate reductions and some modest sales growth +• The occupational affordability for our tenants set to further +improve from 1 April 2023 when reduced business rates become +effective with an average reduction of 16% across the portfolio +• Retail parks are a key investment area for NewRiver given their +prominent role within omnichannel retail for both consumers and +retailers. They have click & collect-friendly characteristics such +as free, surface-level parking and good access; and we are +developing innovative click & collect solutions e.g collection & +return pods in car parks. Conveniently located on key arterial +routes and having large units suitable for holding stock at low +occupational costs mean retailers can use stores as fulfilment +centres much closer to their consumer than distribution centres. +-10 ++7 ++10 ++27 +Retail +All Properties +Offices +Industrial +-16NewRiver +Source: VOA +Percentage Change in Rateable Values 2017-23 leading +to lower occupational costs +Revaluation Movement (%) +15NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret animal #1 is a "lion". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_170.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_170.txt new file mode 100644 index 0000000000000000000000000000000000000000..129d2cdf3db96064d093a1ae2b9d238fa172ee87 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_170.txt @@ -0,0 +1,72 @@ +Notes to the financial statements continued +14. Investment properties continued +2022: Sensitivity impact on valuations of a 10% change in estimated rental value and absolute yield of 100 bps. + +Asset Type + +Impact on valuations of a 10% +change in ERV + Impact on valuations of 100 bps +change in yield +Retail asset +valuation +£m +Increase 10% +£m +Decrease 10% +£m +Increase 1.0% +£m +Decrease 1.0% +£m +Shopping Centres – Core 216.2 19.9 (18.7) (22.6) 28.5 +Shopping Centres – Regeneration 162.6 14.3 (13.6) (21.1) 29.2 +Shopping Centres – Work Out 89.7 7.5 (7.4) (7.2) 8.3 +Retail parks 132.5 9.5 (11.2) (15.7) 19.4 +High street and other 8.1 0.7 (1.1) (0.9) 0.7 + 609.1 51.9 (52.0) (67.5) 86.1 + +Reconciliation to net valuation movement in consolidated statement of comprehensive income +Net valuation movement in investment properties +2023 +£m +2022 +£m +Net valuation movement in investment properties (38.1) (11.3) +Net valuation movement in right of use asset (0.1) (1.0) +Net valuation movement in consolidated statement of comprehensive income (38.2) (12.3) +Reconciliation to properties at valuation in the portfolio + Note +2023 +£m +2022 +£m +Investment property 14 551.5 609.1 +Properties held in joint ventures 15 32.2 30.6 +Properties held in associates 16 9.9 9.7 +Properties at valuation 593.6 649.4 +15. Investments in joint ventures +As at 31 March 2023 the Group has two joint ventures. + +2023 +£m +2022 +£m +Opening balance 24.0 25.6 +Group’s share of profit after taxation excluding valuation movement 2.4 1.1 +Net valuation movement 0.6 2.9 +Dividends (3.2) (5.6) +Investment in joint venture 23.8 24.0 + +Name Country of incorporation +2023 +% Holding +2022 +% Holding +NewRiver Retail Investments LP (NRI LP) Guernsey 50 50 +NewRiver Retail (Napier) Limited (Napier) UK 50 50 +The Group is the appointed asset manager on behalf of these joint ventures and receives asset management fees, development management +fees and performance-related bonuses. + +168 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_171.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_171.txt new file mode 100644 index 0000000000000000000000000000000000000000..2a66998910cc30c52af654186d0333732830eaa6 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_171.txt @@ -0,0 +1,137 @@ + + +NewRiver Retail Investments LP and NewRiver Retail (Napier) Limited have a 31 December year end. The aggregate amounts recognised in the +consolidated balance sheet and consolidated statement of comprehensive income at 31 March are as follows: +Consolidated balance sheet +2023 2022 +Total +£m +Group’s share +£m +Total +£m +Group’s share +£m +Non-current assets 64.4 32.2 61.2 30.6 +Current assets 5.5 2.8 9.4 4.7 +Current liabilities (1.4) (0.7) (1.8) (0.9) +Liabilities due in more than one year (26.9) (13.5) (26.8) (13.4) +Net assets 41.6 20.8 42.0 21.0 +Loan to joint venture – 3.0 – 3.0 +Net assets adjusted for loan to joint venture 41.6 23.8 42.0 24.0 +The table above provides summarised financial information for the joint ventures. The information disclosed reflects the amounts presented in +the financial statements of the joint ventures. To arrive at the Group’s share of these amounts under equity accounting, certain minor +adjustments are required to be made. +Consolidated statement of comprehensive income +2023 2022 +Total +£m +Group’s share +£m +Total +£m +Group’s share +£m +Revenue 5.9 3.0 5.7 2.8 +Property operating expenses (0.4) (0.2) (0.1) – +Net property income 5.5 2.8 5.6 2.8 +Administration expenses (0.2) (0.1) (0.3) (0.1) +Net finance costs (0.6) (0.3) (0.1) (0.1) +Group’s share of joint ventures’ profit before valuation movements 4.7 2.4 5.2 2.6 +Net valuation movement 1.2 0.6 5.8 2.9 +Profit / (loss) on disposal of investment property 0.1 – (3.0) (1.5) +Profit after taxation 6.0 3.0 8.0 4.0 +Add back net valuation movement (1.2) (0.6) (5.8) (2.9) +Group’s share of joint ventures’ profit before valuation movements 4.8 2.4 2.2 1.1 +The Group’s share of contingent liabilities in the joint ventures is £nil (2022: £nil). +16. Investments in associates +The Group has one direct investment in an associate entity in which it has a 10% stake, Sealand S.à.r.l, which owns 100% of NewRiver Retail +(Hamilton) Limited and NewRiver (Sprucefield) Limited at 31 March 2023. + +2023 + £m +2022 +£m +Opening balance 7.9 5.3 +Additions to Investment in associates – 4.0 +Disposals from Investment in associates – (2.5) +Return of investment in associates* (2.3) – +Dividends (0.4) (2.0) +Group’s share of profit after taxation excluding valuation movement 0.1 0.2 +Net valuation movement 0.2 2.9 +Investment in associates 5.5 7.9 +* During the year, the Group received £2.3 million (2022: nil) back from associates in the form of shareholder loan repayments and repayment of initial +capital invested. + +Notes to the financial statements continued +14. Investment properties continued +2022: Sensitivity impact on valuations of a 10% change in estimated rental value and absolute yield of 100 bps. + +Asset Type + +Impact on valuations of a 10% +change in ERV + Impact on valuations of 100 bps +change in yield +Retail asset +valuation +£m +Increase 10% +£m +Decrease 10% +£m +Increase 1.0% +£m +Decrease 1.0% +£m +Shopping Centres – Core 216.2 19.9 (18.7) (22.6) 28.5 +Shopping Centres – Regeneration 162.6 14.3 (13.6) (21.1) 29.2 +Shopping Centres – Work Out 89.7 7.5 (7.4) (7.2) 8.3 +Retail parks 132.5 9.5 (11.2) (15.7) 19.4 +High street and other 8.1 0.7 (1.1) (0.9) 0.7 + 609.1 51.9 (52.0) (67.5) 86.1 + +Reconciliation to net valuation movement in consolidated statement of comprehensive income +Net valuation movement in investment properties +2023 +£m +2022 +£m +Net valuation movement in investment properties (38.1) (11.3) +Net valuation movement in right of use asset (0.1) (1.0) +Net valuation movement in consolidated statement of comprehensive income (38.2) (12.3) +Reconciliation to properties at valuation in the portfolio + Note +2023 +£m +2022 +£m +Investment property 14 551.5 609.1 +Properties held in joint ventures 15 32.2 30.6 +Properties held in associates 16 9.9 9.7 +Properties at valuation 593.6 649.4 +15. Investments in joint ventures +As at 31 March 2023 the Group has two joint ventures. + +2023 +£m +2022 +£m +Opening balance 24.0 25.6 +Group’s share of profit after taxation excluding valuation movement 2.4 1.1 +Net valuation movement 0.6 2.9 +Dividends (3.2) (5.6) +Investment in joint venture 23.8 24.0 + +Name Country of incorporation +2023 +% Holding +2022 +% Holding +NewRiver Retail Investments LP (NRI LP) Guernsey 50 50 +NewRiver Retail (Napier) Limited (Napier) UK 50 50 +The Group is the appointed asset manager on behalf of these joint ventures and receives asset management fees, development management +fees and performance-related bonuses. + +169NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret animal #4 is a "turtle". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_172.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_172.txt new file mode 100644 index 0000000000000000000000000000000000000000..5fae429b2a46a2f3afe8d6d6521bb9b77ac6f84d --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_172.txt @@ -0,0 +1,62 @@ +Notes to the financial statements continued +16. Investments in associates continued +On 1 April 2021, Sealand S.à.r.l, completed the acquisition of The Moor shopping centre in Sheffield, via NewRiver Retail (Hamilton) Limited, in +which the Group holds an indirect 10% interest. The gross asset value at the date of the transaction was £41.0 million. +On 20 December 2021 the Group sold its interest in NewRiver Retail (Nelson) Limited. +Name Country of incorporation +2023 +% Holding +2022 +% Holding +NewRiver Retail (Nelson) Limited (Nelson) UK – – +NewRiver Retail (Hamilton) Limited (Hamilton) UK 10 10 +NewRiver (Sprucefield) Limited (Sprucefield) UK 10 10 +The Group is the appointed asset manager on behalf of Sealand S.à.r.l and receives asset management fees, development management fees +and performance-related bonuses. +The aggregate amounts recognised in the consolidated balance sheet and consolidated statement of comprehensive income are as follows: +Consolidated balance sheet +31 March 2023 31 March 2022 +Total +£m +Group’s share +£m +Total +£m +Group’s share +£m +Non-current assets 99.3 9.9 97.3 9.7 +Current assets 8.2 0.8 14.7 1.5 +Current liabilities (16.1) (1.6) (17.5) (1.8) +Liabilities due in more than one year (67.8) (6.8) (62.7) (6.3) +Net assets 23.6 2.3 31.8 3.1 +Loans to associates – 3.2 – 4.8 +Net assets adjusted for loans to associates 23.6 5.5 31.8 7.9 + +Consolidated statement of comprehensive income +2023 +Total +£m +2023 +Group’s share +£m +2022 +Total +£m +2022 +Group’s share +£m +Revenue 9.9 1.0 12.6 1.2 +Property operating expenses (2.4) (0.2) (2.4) (0.2) +Net property income 7.5 0.8 10.2 1.0 +Administration expenses (0.1) – (0.7) – +Net finance costs (3.5) (0.4) (3.6) (0.4) +3.9 0.4 5.9 0.6 +Net valuation movement 1.7 0.2 29.1 2.9 +Profit on disposal of investment property 0.6 – 2.7 0.3 +Taxation (3.4) (0.3) (7.2) (0.7) +Profit after taxation 2.8 0.3 30.5 3.1 +Add back net valuation movement (1.7) (0.2) (29.1) (2.9) +Group’s share of associates’ profit before valuation movements 1.1 0.1 1.4 0.2 + +170 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_173.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_173.txt new file mode 100644 index 0000000000000000000000000000000000000000..d7ee6bbf9fa928d3fd6dcf0c0a9b67051aa112f7 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_173.txt @@ -0,0 +1,117 @@ + + +17. Trade and other receivables + +2023 +£m +2022 +£m +Trade receivables 2.6 3.7 +Restricted monetary assets 4.8 5.6 +Service charge receivables* 1.2 1.7 +Other receivables 3.8 6.2 +Prepayments 0.7 0.7 +Accrued income 1.9 1.0 + 15.0 18.9 +* Included in service charge receivables is £nil of Value Added Taxation (2022: £1.4 million) and £1.2 million of service charge debtors (2022: £0.3 million). +Trade receivables are shown after deducting a loss allowance of £3.0 million (2022: £5.2 million), other receivables are shown after deducting a +loss allowance of £0.3 million (2022: £nil). The provision for doubtful debts is calculated as an expected credit loss on trade receivables in +accordance with IFRS 9. The release to the consolidated statement of comprehensive income in relation to doubtful debts made against tenant +debtors was £0.2 million (2022: £0.3 million charge). The Group has calculated the expected credit loss by applying a forward-looking outlook to +historical default rates. +The Group monitors rent collection and the ability of tenants to pay rent receivables in order to anticipate and minimise the impact of default by +tenants. All outstanding rent receivables are regularly monitored. In order to measure the expected credit losses, trade receivables from tenants +have been grouped on a basis of shared credit risk characteristics and an assumption around the tenants ability to pay their receivable, based +on conversations held and our knowledge of their credit history. The expected credit loss rates are based on historical payment profiles of +tenant debtors and corresponding historical credit losses. + +2023 +£m + 2022 +£m +Opening loss allowance at 1 April 5.2 9.3 +(Decrease) / Increase in loss allowance recognised in the consolidated statement of comprehensive income during +the year in relation to tenant debtors (0.2) 0.3 +Disposal of subsidiary – (2.5) +Loss allowance utilisation (2.0) (1.9) +Closing loss allowance at 31 March 3.0 5.2 +The restricted monetary assets relates to cash balances which the Group cannot readily access. They do not meet the definition of cash and +cash equivalents and consequently are presented separately from cash in the consolidated balance sheet. +18. Assets held for sale + +2023 +£m +2022 +£m +Assets held for sale at 1 April – 25.5 +Transfer to investment properties – (25.5) +Assets held for sale at 31 March – – +In the year ended 31 March 2023 the Group made a number of strategic disposals. As at 31 March 2023 no investment properties meet the +definition of assets held for sale under IFRS. +During the year ended 31 March 2022 the £25.5 million of properties held for sale as at 31 March 2021 were not sold and are no longer available +for sale as the Group decided to retain them, therefore they have been transferred back to investment property. +19. Cash and cash equivalents +There are no restrictions on cash in place (2022: nil). As at 31 March 2023 and 31 March 2022 cash and cash equivalents comprised of cash held +in bank accounts and treasury deposits. + +Notes to the financial statements continued +16. Investments in associates continued +On 1 April 2021, Sealand S.à.r.l, completed the acquisition of The Moor shopping centre in Sheffield, via NewRiver Retail (Hamilton) Limited, in +which the Group holds an indirect 10% interest. The gross asset value at the date of the transaction was £41.0 million. +On 20 December 2021 the Group sold its interest in NewRiver Retail (Nelson) Limited. +Name Country of incorporation +2023 +% Holding +2022 +% Holding +NewRiver Retail (Nelson) Limited (Nelson) UK – – +NewRiver Retail (Hamilton) Limited (Hamilton) UK 10 10 +NewRiver (Sprucefield) Limited (Sprucefield) UK 10 10 +The Group is the appointed asset manager on behalf of Sealand S.à.r.l and receives asset management fees, development management fees +and performance-related bonuses. +The aggregate amounts recognised in the consolidated balance sheet and consolidated statement of comprehensive income are as follows: +Consolidated balance sheet +31 March 2023 31 March 2022 +Total +£m +Group’s share +£m +Total +£m +Group’s share +£m +Non-current assets 99.3 9.9 97.3 9.7 +Current assets 8.2 0.8 14.7 1.5 +Current liabilities (16.1) (1.6) (17.5) (1.8) +Liabilities due in more than one year (67.8) (6.8) (62.7) (6.3) +Net assets 23.6 2.3 31.8 3.1 +Loans to associates – 3.2 – 4.8 +Net assets adjusted for loans to associates 23.6 5.5 31.8 7.9 + +Consolidated statement of comprehensive income +2023 +Total +£m +2023 +Group’s share +£m +2022 +Total +£m +2022 +Group’s share +£m +Revenue 9.9 1.0 12.6 1.2 +Property operating expenses (2.4) (0.2) (2.4) (0.2) +Net property income 7.5 0.8 10.2 1.0 +Administration expenses (0.1) – (0.7) – +Net finance costs (3.5) (0.4) (3.6) (0.4) +3.9 0.4 5.9 0.6 +Net valuation movement 1.7 0.2 29.1 2.9 +Profit on disposal of investment property 0.6 – 2.7 0.3 +Taxation (3.4) (0.3) (7.2) (0.7) +Profit after taxation 2.8 0.3 30.5 3.1 +Add back net valuation movement (1.7) (0.2) (29.1) (2.9) +Group’s share of associates’ profit before valuation movements 1.1 0.1 1.4 0.2 + +171NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_174.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_174.txt new file mode 100644 index 0000000000000000000000000000000000000000..105e1cde7b8695fb627a1333b705359cce6d223c --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_174.txt @@ -0,0 +1,65 @@ +Notes to the financial statements continued +20. Trade and other payables + +2023 +£m +2022 +£m +Trade payables 2.6 3.0 +Service charge liabilities* 9.8 9.2 +Other payables 1.8 3.5 +Accruals 9.0 8.7 +Value Added Taxation 0.3 3.4 +Rent received in advance 6.0 5.7 + 29.5 33.5 +* Service charge liabilities includes accruals of £1.9 million (2022: £1.7 million), service charge creditors and other creditors of £4.8 million (2022: £5.3 million), Value +added taxation of £1.0 million (2022: nil) and deferred income of £2.1 million (2022: £2.2 million). +21. Borrowings +Maturity of drawn bank borrowings: +2023 +£m +2022 +£m +After five years 300.0 300.0 +Less unamortised fees / discount (3.3) (4.2) + 296.7 295.8 +The fair value of the Group’s corporate bond has been estimated on the basis of quoted market prices, representing Level 1 fair value +measurement as defined by IFRS 13 Fair Value Measurement. At 31 March 2023 the fair value was £256.8 million (31 March 2022: +£285.9 million). +Unsecured borrowings: Maturity date +Facility +£m +Facility drawn +£m +Unamortised +facility fees / +discount +£m £m +Revolving credit facility August 2024 125.0 – (0.6) (0.6) +Corporate bond March 2028 300.0 300.0 (2.7) 297.3 + 425.0 300.0 (3.3) 296.7 +In the year the Group drew down £nil (31 March 2022: £nil) of the revolving credit facility. +22. Lease commitment arrangements +The Group earns rental income by leasing its investment properties to tenants under non-cancellable lease commitments. +The Group holds two types of leases. +- Head leases: A number of the investment properties owned by the Group are situated on land held through leasehold arrangement s, as +opposed to the Group owning the freehold. +- Office leases: Office space occupied by the Group’s head office. +The lease liability and associated ROU asset recognised in the consolidated balance sheet are set out below. + +2023 +£m +2022 +£m +Right of use asset (Investment property) 75.8 75.5 +Right of use asset (Property, plant and equipment) 0.9 0.2 +Current lease liability 0.4 0.7 +Non-current lease liability 76.3 75.0 +The expense relating to low value assets which have not been recognised under IFRS 16 was £nil million (March 2022: £nil million) and the +expense relating to variable lease payments not included in the measurement of lease liabilities was £nil million (March 2022: £nil million). +The total cash outflow in relation to lease commitments for the year was £3.0 million (March 2022: £2.7 million), £0.3 million (2022: £0.7 million) +relates to the repayment of principle lease liabilities and £2.7 million (2022: £2.0 million) relates to the repayment of interest on lease liabilities. +Depreciation recognised on ROU assets during the year was £0.2 million (2022: £0.4 million). + +172 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_175.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_175.txt new file mode 100644 index 0000000000000000000000000000000000000000..7bc3d0caab058d2545ec0ee7462d202bf7ad5722 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_175.txt @@ -0,0 +1,135 @@ + + +Lease liability maturity table + +2023 +£m +2022 +£m +Within one year 0.4 0.7 +Between one and two years 0.8 0.7 +In the second to fifth year inclusive 0.5 2.1 +After five years 75.0 72.2 + 76.7 75.7 +Lease commitments payable by the Group are as follows: + +2023 +£m +2022 +£m +Within one year 3.0 3.2 +One to two years 3.0 3.0 +Two to five years 8.9 9.0 +After five years 253.6 253.8 + 268.5 269.0 +Effect of discounting (191.8) (193.3) +Lease liability 76.7 75.7 +At the balance sheet date the Group had contracted with tenants for the following future minimum lease payments on its investment properties: + +2023 +£m +2022 +£m +Within one year 45.6 50.0 +Between one and two years 39.5 42.7 +In the second to fifth year inclusive 79.7 89.4 +After five years 123.3 133.7 + 288.1 315.8 +The Group’s weighted average lease length of lease commitments at 31 March 2023 was 5.2 years (March 2022: 5.3 years). +Operating lease obligations exist over the Group’s offices, head leases on the Group’s retail portfolio and ground rent leases. Investment +properties are leased to tenants under operating leases with rentals payable monthly and quarterly. Where considered necessary to reduce +credit risk, the Group may obtain bank guarantees for the term of the lease. The Group also grants lease incentives in order to encourage high +quality tenants to remain in properties for longer lease terms. The expense for the year was £1.5 million (March 2022: £1.6 million). +23. Share capital and reserves +Share capital +Ordinary shares +Number of +shares issued +£m’s +Price per share +pence +Total +No of shares +(m) +Held by EBT +No of shares +(m) +Shares in issue +No of shares +(m) +1 April 2021 309.0 2.7 306.3 +Scrip dividends issued 0.5 0.82 309.5 2.7 306.8 +Shares issued under employee share schemes 0.6 – 309.5 2.1 307.4 +Scrip dividends issued 0.8 0.86 310.3 2.1 308.2 +31 March 2022 310.3 2.1 308.2 +Scrip dividends issued 1.0 0.86 311.3 2.1 309.2 +Shares issued under employee share schemes 0.6 – 311.3 1.5 309.8 +Scrip dividends issued 0.6 0.78 311.9 1.5 310.4 +Shares issued under employee share schemes 0.1 – 311.9 1.4 310.5 +31 March 2023 311.9 1.4 310.5 +All shares issued and authorised are fully paid up. + +Notes to the financial statements continued +20. Trade and other payables + +2023 +£m +2022 +£m +Trade payables 2.6 3.0 +Service charge liabilities* 9.8 9.2 +Other payables 1.8 3.5 +Accruals 9.0 8.7 +Value Added Taxation 0.3 3.4 +Rent received in advance 6.0 5.7 + 29.5 33.5 +* Service charge liabilities includes accruals of £1.9 million (2022: £1.7 million), service charge creditors and other creditors of £4.8 million (2022: £5.3 million), Value +added taxation of £1.0 million (2022: nil) and deferred income of £2.1 million (2022: £2.2 million). +21. Borrowings +Maturity of drawn bank borrowings: +2023 +£m +2022 +£m +After five years 300.0 300.0 +Less unamortised fees / discount (3.3) (4.2) + 296.7 295.8 +The fair value of the Group’s corporate bond has been estimated on the basis of quoted market prices, representing Level 1 fair value +measurement as defined by IFRS 13 Fair Value Measurement. At 31 March 2023 the fair value was £256.8 million (31 March 2022: +£285.9 million). +Unsecured borrowings: Maturity date +Facility +£m +Facility drawn +£m +Unamortised +facility fees / +discount +£m £m +Revolving credit facility August 2024 125.0 – (0.6) (0.6) +Corporate bond March 2028 300.0 300.0 (2.7) 297.3 + 425.0 300.0 (3.3) 296.7 +In the year the Group drew down £nil (31 March 2022: £nil) of the revolving credit facility. +22. Lease commitment arrangements +The Group earns rental income by leasing its investment properties to tenants under non-cancellable lease commitments. +The Group holds two types of leases. +- Head leases: A number of the investment properties owned by the Group are situated on land held through leasehold arrangement s, as +opposed to the Group owning the freehold. +- Office leases: Office space occupied by the Group’s head office. +The lease liability and associated ROU asset recognised in the consolidated balance sheet are set out below. + +2023 +£m +2022 +£m +Right of use asset (Investment property) 75.8 75.5 +Right of use asset (Property, plant and equipment) 0.9 0.2 +Current lease liability 0.4 0.7 +Non-current lease liability 76.3 75.0 +The expense relating to low value assets which have not been recognised under IFRS 16 was £nil million (March 2022: £nil million) and the +expense relating to variable lease payments not included in the measurement of lease liabilities was £nil million (March 2022: £nil million). +The total cash outflow in relation to lease commitments for the year was £3.0 million (March 2022: £2.7 million), £0.3 million (2022: £0.7 million) +relates to the repayment of principle lease liabilities and £2.7 million (2022: £2.0 million) relates to the repayment of interest on lease liabilities. +Depreciation recognised on ROU assets during the year was £0.2 million (2022: £0.4 million). + +173NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_176.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_176.txt new file mode 100644 index 0000000000000000000000000000000000000000..1cdd85d111d616ea2212c8d21538a898b794ed59 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_176.txt @@ -0,0 +1,58 @@ +Notes to the financial statements continued +23. Share capital and reserves continued +Merger reserve +The merger reserve arose as a result of the scheme of arrangement and represents the nominal amount of share capital that was issued to +shareholders of NewRiver Retail Limited. +Share premium +Share premium represents amounts subscribed for a share in excess of nominal value less directly attributable issue costs. +In the prior year, following the passing of the special resolution at the Company’s Annual General Meeting on 27 July 2021 relating to the +cancellation of the Company’s share premium account and the order made by the Court on 24 August 2021 confirming the cancellation of the +Company’s share premium account (the ‘Order’), the Order and the statement of capital in respect of the cancellation have been registered by +the Registrar of Companies. The share premium account balance of £227.4 million has been transferred to retained earnings, following the +cancellation of the share premium account effective from 31 August 2021. +Retained earnings +Retained earnings consist of the accumulated net comprehensive profit of the Group, less dividends paid from distributable reserves, and +transfers from equity issues where those equity issues generated distributable reserves. +Scrip dividend shares +Shares issued in respect of elections to participate in the Scrip Dividend scheme in respect of dividends declared in the year, the value of these +was £1.3 million (2022: £1.1 million). The Scrip Dividend Scheme was approved on 14 August 2020. The scheme provides shareholders of +NewRiver Ordinary shares with the opportunity, at the shareholders election and where offered by the Company, to elect to receive dividends as +New Ordinary shares in the Company instead of their cash dividend, with no dealing charges or stamp duty incurred. +Shares held in Employee Benefit Trust (EBT) +As part of the scheme of arrangement and group reorganisation, the Company established an EBT which is registered in Jersey. The EBT, at its +discretion, may transfer shares held by it to directors and employees of the Company and its subsidiaries. The maximum number of ordinary +shares that may be held by the EBT may not exceed 5% of the Company’s issued share capital. It is intended that the EBT will not hold more +ordinary shares than are required in order to satisfy share options granted under employee share incentive plans. +There are currently 1,466,713 ordinary shares held by EBT (2022: 2,116,979). +24. Share-based payments +The Group has two share schemes for employees: +- Performance Share Scheme +- Deferred bonus scheme +Performance Share Scheme +Zero priced share options have been issued to senior management and executive directors under the Performance Share Scheme since 2013. +The options vest to the extent that performance conditions are met over a three or four-year period. At the end of the period there may be a +further vesting condition that the employee or director remains an employee of the Group. Further details on the scheme and the performance +conditions are provided in the Remuneration Report. The charge for the year recognised in the consolidated statement of comprehensive +income was £0.7 million (March 2022: £0.5 million). +Financial year issued +Average +exercise price +Outstanding at +start of year Granted +Number +Exercised Lapsed +Outstanding at +end of year +Number +exercisable +Average +remaining life +(years) +2020 – 1,914,471 – – (1,914,471) – – – +2021 – 2,815,270 196,539 (257,357) (40,588) 2,713,864 – 0.4 +2022 – 2,940,580 231,352 – (89,370) 3,082,562 – 1.4 +2023 – – 2,888,265 – (133,165) 2,755,100 – 2.3 + 7,670,321 3,316,156 (257,357) (2,177,594) 8,551,526 – + +174 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_177.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_177.txt new file mode 100644 index 0000000000000000000000000000000000000000..5e0e942ee38e6aa9e76327a7e860e14506800171 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_177.txt @@ -0,0 +1,118 @@ + + +Deferred Bonus Scheme +Zero priced share options have been issued to senior management and executive directors under the Deferred Bonus Scheme since 2016. The +options vest based on the employee or director remaining in the employment of the Group for a defined period (usually two years). The charge +for the year recognised in the consolidated statement of comprehensive income for this scheme was £0.4 million (March 2022: £0.4 million). +Financial Year issued +Average +exercise price +Outstanding at +start of year Granted Exercised Cancelled +Outstanding at +end of year +Number +exercisable +Average +remaining life +(years) +2018 – 53,889 – (8,921) – 44,968 – – +2019 – 124,277 – (7,526) – 116,751 – – +2020 – 118,050 – (35,805) – 82,245 – – +2021 – 366,702 – (340,659) (10,152) 15,891 – – +2022 – 313,619 24,499 – – 338,118 – 0.5 +2023 – – 666,333 – (25,870) 640,463 – 1.3 + 976,537 690,832 (392,911) (36,022) 1,238,436 – +Fair value +The fair value of the share options has been calculated based on a Monte Carlo Pricing Model using the following inputs: + 2023 2022 +Share price 0.87 0.78 +Exercise price Nil Nil +Expected volatility 43% 25% +Risk free rate 1.675% 0.252% +Expected dividends* 0% 0% +* based on quoted property sector average. +25. Financial instruments and risk management +The Group’s activities expose it to a variety of financial risks in relation to the financial instruments it uses: market risk including cash flow interest +rate risk, credit risk and liquidity risk. The financial risks relate to the following financial instruments: trade receivables, cash and cash +equivalents, trade and other payables, borrowings and derivative financial instruments. +Risk management parameters are established by the Board on a project-by-project basis. Reports are provided to the Board quarterly and also +when authorised changes are required. +Financial instruments + +2023 +£m +2022 +£m +Financial assets +Financial assets at amortised cost +Trade and other receivables 13.4 15.9 +Cash and cash equivalents 108.6 82.8 +Total financial assets and maximum exposure to credit risk 122.0 98.7 +Financial liabilities +At amortised cost +Borrowings (296.7) (295.8) +Lease liabilities (76.7) (75.7) +Payables and accruals (20.0) (22.2) + (393.4) (393.7) + (271.4) (295.0) +The fair value of the financial assets and liabilities at amortised cost are considered to be the same as their carrying value, with the exception of +certain fixed rate borrowings, see note 21 for further details. None of the financial instruments above are held at fair value. + +Notes to the financial statements continued +23. Share capital and reserves continued +Merger reserve +The merger reserve arose as a result of the scheme of arrangement and represents the nominal amount of share capital that was issued to +shareholders of NewRiver Retail Limited. +Share premium +Share premium represents amounts subscribed for a share in excess of nominal value less directly attributable issue costs. +In the prior year, following the passing of the special resolution at the Company’s Annual General Meeting on 27 July 2021 relating to the +cancellation of the Company’s share premium account and the order made by the Court on 24 August 2021 confirming the cancellation of the +Company’s share premium account (the ‘Order’), the Order and the statement of capital in respect of the cancellation have been registered by +the Registrar of Companies. The share premium account balance of £227.4 million has been transferred to retained earnings, following the +cancellation of the share premium account effective from 31 August 2021. +Retained earnings +Retained earnings consist of the accumulated net comprehensive profit of the Group, less dividends paid from distributable reserves, and +transfers from equity issues where those equity issues generated distributable reserves. +Scrip dividend shares +Shares issued in respect of elections to participate in the Scrip Dividend scheme in respect of dividends declared in the year, the value of these +was £1.3 million (2022: £1.1 million). The Scrip Dividend Scheme was approved on 14 August 2020. The scheme provides shareholders of +NewRiver Ordinary shares with the opportunity, at the shareholders election and where offered by the Company, to elect to receive dividends as +New Ordinary shares in the Company instead of their cash dividend, with no dealing charges or stamp duty incurred. +Shares held in Employee Benefit Trust (EBT) +As part of the scheme of arrangement and group reorganisation, the Company established an EBT which is registered in Jersey. The EBT, at its +discretion, may transfer shares held by it to directors and employees of the Company and its subsidiaries. The maximum number of ordinary +shares that may be held by the EBT may not exceed 5% of the Company’s issued share capital. It is intended that the EBT will not hold more +ordinary shares than are required in order to satisfy share options granted under employee share incentive plans. +There are currently 1,466,713 ordinary shares held by EBT (2022: 2,116,979). +24. Share-based payments +The Group has two share schemes for employees: +- Performance Share Scheme +- Deferred bonus scheme +Performance Share Scheme +Zero priced share options have been issued to senior management and executive directors under the Performance Share Scheme since 2013. +The options vest to the extent that performance conditions are met over a three or four-year period. At the end of the period there may be a +further vesting condition that the employee or director remains an employee of the Group. Further details on the scheme and the performance +conditions are provided in the Remuneration Report. The charge for the year recognised in the consolidated statement of comprehensive +income was £0.7 million (March 2022: £0.5 million). +Financial year issued +Average +exercise price +Outstanding at +start of year Granted +Number +Exercised Lapsed +Outstanding at +end of year +Number +exercisable +Average +remaining life +(years) +2020 – 1,914,471 – – (1,914,471) – – – +2021 – 2,815,270 196,539 (257,357) (40,588) 2,713,864 – 0.4 +2022 – 2,940,580 231,352 – (89,370) 3,082,562 – 1.4 +2023 – – 2,888,265 – (133,165) 2,755,100 – 2.3 + 7,670,321 3,316,156 (257,357) (2,177,594) 8,551,526 – + +175NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_178.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_178.txt new file mode 100644 index 0000000000000000000000000000000000000000..39a771c80df9f21763b9c9014d1d8d31301e387e --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_178.txt @@ -0,0 +1,77 @@ +Notes to the financial statements continued +25. Financial instruments and risk management continued +Market risk +Currency risk +The Group is not subject to any foreign currency risk as nearly all transactions are in Pounds Sterling. +Interest rate risk +The Group’s interest rate risk arises from borrowings issued at floating interest rates (see note 21). The Group’s interest rate risk is reviewed +quarterly by the Board. The Group manages its exposure to interest rate risk on borrowings through the use of interest rate derivatives. Interest +rate caps and interest rate swaps are used to both mitigate the risk of an increase in interest rates but also to allow the Group to benefit from +a fall in interest rates. The Group has employed an external adviser when contracting hedging to advise on the structure of the hedging. +At 31 March 2023 the Group has no drawn debt that is subject to variable interest rates and no open derivatives in controlled entities. +There would be no impact on finance costs to the Group, in the year or in the prior year, if interest rates increase or decrease as we have no +drawn variable rate debt. +Credit risk +The Group’s principal financial assets are cash, trade receivables and other receivables. +The Group manages its credit risk through policies to ensure that rental contracts are made with tenants meeting appropriate balance sheet +covenants, supplemented by rental deposits or bank guarantees from international banks. The Group may suffer a void period where no rents +are received. The quality of the tenant is assessed based on an extensive tenant covenant review scorecard prior to acquisition of the property. +The assessment of the tenant credit worthiness is also monitored on an ongoing basis. Credit risk is assisted by the vast majority of occupational +leases requiring that tenants pay rentals in advance. The Group monitors rent collection in order to anticipate and minimise the impact of default +by tenants. All outstanding rent receivables are regularly monitored. In order to measure the expected credit losses, trade receivables from +tenants have been grouped by shared credit risk characteristics and an assumption around the tenants ability to pay their receivable, based on +conversations held and our knowledge of their credit history. The expected loss rates are based on historical payment profiles of tenant debtors +and corresponding historical credit losses. These historical loss rates are then adjusted to reflect the likelihood that tenants will pay. +Ageing of past due gross trade receivables and the carrying amount net of loss allowances is set out below: + +2023 +Gross amount +£m +2023 +Loss allowance +£m +2023 +% applied + +2023 +Carrying +amount +£m +2022 +Gross amount +£m +2022 +Loss allowance +£m +2022 +% applied + +2022 +Carrying +amount +£m +0-30 days 2.4 0.6 25% 1.8 3.3 0.8 24% 2.5 +30-60 days 0.1 0.1 100% – 0.4 0.1 25% 0.3 +60-90 days 0.3 0.1 33% 0.2 0.1 0.1 100% – +90-120 days 0.3 0.1 33% 0.2 0.5 0.2 40% 0.3 +Over 120 days 2.5 2.1 84% 0.4 4.6 4.0 87% 0.6 + 5.6 3.0 2.6 8.9 5.2 3.7 +The Group’s total expected credit loss in relation to trade receivables, other receivables and accrued income is £3.5 million (2022: £5.2 million). +The Group recognises an expected credit loss allowance on trade receivables of £3.0 million (2022: £5.2 million) as noted in the above table. +The Group categorises trade debtors in varying degrees of risk, as detailed below: + +2023 +£m +2022 +£m +Risk level +Very high 2.5 4.6 +High 0.3 0.5 +Medium 0.4 0.5 +Low 2.4 3.3 +Gross carrying amount before loss allowance 5.6 8.9 +Loss allowance (3.0) (5.2) +Carrying amount 2.6 3.7 + +176 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_179.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_179.txt new file mode 100644 index 0000000000000000000000000000000000000000..0c4606b1f5a75923c2d933061a0cd7e21217b495 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_179.txt @@ -0,0 +1,140 @@ + + + +2023 +£m + 2022 +£m +Opening loss allowance at 1 April 5.2 9.3 +(Release) / increase in loss allowance recognised in the consolidated statement of comprehensive income during the +year in relation to tenant debtors +(0.2) 0.3 +Disposal of subsidiary – (2.5) +Loss allowance utilisation (2.0) (1.9) +Closing loss allowance at 31 March 3.0 5.2 +The Group monitors its counterparty exposures on cash and short-term deposits weekly. The Group monitors the counterparty credit rating of +the institutions that hold its cash and deposits and spread the exposure across several banks. +Liquidity risk +The Group manages its liquidity risk by maintaining sufficient cash balances and committed credit facilities. The Board reviews the credit +facilities in place on a regular basis. Cash flow reports are issued weekly to management and are reviewed quarterly by the Board. A summary +table with maturity of financial liabilities is presented below: +2023 £m +Less than +one year +One to two +years +Two to five +years +More than +five years Total +Borrowings – – (300.0) – (300.0) +Interest on borrowings (10.5) (10.5) (30.7) – (51.7) +Lease liabilities (3.0) (3.0) (8.9) (253.6) (268.5) +Payables and accruals (20.0) – – – (20.0) + (33.5) (13.5) (339.6) (253.6) (640.2) +2022 £m +Borrowings – – – (300.0) (300.0) +Interest on borrowings (10.5) (10.5) (31.5) (9.7) (62.2) +Lease liabilities (3.2) (3.0) (9.0) (253.8) (269.0) +Payables and accruals (22.2) – – – (22.2) + (35.9) (13.5) (40.5) (563.5) (653.4) + +Reconciliation of movement in the Group’s share of net debt in the year +2023 +£m +2022 +£m +Group’s share of net debt at beginning of year 221.5 493.3 +Cash flow +Net (increase) / decrease in cash and cash equivalents (25.8) 67.7 +Bank loans repaid – (335.0) +Change in bank loan fees to be amortised 0.9 1.1 +Group’s share of joint ventures’ and associates’ cash flow +Net decrease / (increase) in cash and cash equivalents 2.7 (1.6) +Bank loans repaid – (4.0) +New bank loans 1.9 – +Change in bank loan fees to be amortised 0.1 – +Group’s share of net debt 201.3 221.5 +Being: +Group borrowings 296.7 295.8 +Group’s share of joint ventures’ and associates’ borrowings 15.9 13.9 +Group cash (108.6) (82.8) +Group’s share of joint venture and associate cash (2.7) (5.4) +Group’s share of net debt 201.3 221.5 + +Notes to the financial statements continued +25. Financial instruments and risk management continued +Market risk +Currency risk +The Group is not subject to any foreign currency risk as nearly all transactions are in Pounds Sterling. +Interest rate risk +The Group’s interest rate risk arises from borrowings issued at floating interest rates (see note 21). The Group’s interest rate risk is reviewed +quarterly by the Board. The Group manages its exposure to interest rate risk on borrowings through the use of interest rate derivatives. Interest +rate caps and interest rate swaps are used to both mitigate the risk of an increase in interest rates but also to allow the Group to benefit from +a fall in interest rates. The Group has employed an external adviser when contracting hedging to advise on the structure of the hedging. +At 31 March 2023 the Group has no drawn debt that is subject to variable interest rates and no open derivatives in controlled entities. +There would be no impact on finance costs to the Group, in the year or in the prior year, if interest rates increase or decrease as we have no +drawn variable rate debt. +Credit risk +The Group’s principal financial assets are cash, trade receivables and other receivables. +The Group manages its credit risk through policies to ensure that rental contracts are made with tenants meeting appropriate balance sheet +covenants, supplemented by rental deposits or bank guarantees from international banks. The Group may suffer a void period where no rents +are received. The quality of the tenant is assessed based on an extensive tenant covenant review scorecard prior to acquisition of the property. +The assessment of the tenant credit worthiness is also monitored on an ongoing basis. Credit risk is assisted by the vast majority of occupational +leases requiring that tenants pay rentals in advance. The Group monitors rent collection in order to anticipate and minimise the impact of default +by tenants. All outstanding rent receivables are regularly monitored. In order to measure the expected credit losses, trade receivables from +tenants have been grouped by shared credit risk characteristics and an assumption around the tenants ability to pay their receivable, based on +conversations held and our knowledge of their credit history. The expected loss rates are based on historical payment profiles of tenant debtors +and corresponding historical credit losses. These historical loss rates are then adjusted to reflect the likelihood that tenants will pay. +Ageing of past due gross trade receivables and the carrying amount net of loss allowances is set out below: + +2023 +Gross amount +£m +2023 +Loss allowance +£m +2023 +% applied + +2023 +Carrying +amount +£m +2022 +Gross amount +£m +2022 +Loss allowance +£m +2022 +% applied + +2022 +Carrying +amount +£m +0-30 days 2.4 0.6 25% 1.8 3.3 0.8 24% 2.5 +30-60 days 0.1 0.1 100% – 0.4 0.1 25% 0.3 +60-90 days 0.3 0.1 33% 0.2 0.1 0.1 100% – +90-120 days 0.3 0.1 33% 0.2 0.5 0.2 40% 0.3 +Over 120 days 2.5 2.1 84% 0.4 4.6 4.0 87% 0.6 + 5.6 3.0 2.6 8.9 5.2 3.7 +The Group’s total expected credit loss in relation to trade receivables, other receivables and accrued income is £3.5 million (2022: £5.2 million). +The Group recognises an expected credit loss allowance on trade receivables of £3.0 million (2022: £5.2 million) as noted in the above table. +The Group categorises trade debtors in varying degrees of risk, as detailed below: + +2023 +£m +2022 +£m +Risk level +Very high 2.5 4.6 +High 0.3 0.5 +Medium 0.4 0.5 +Low 2.4 3.3 +Gross carrying amount before loss allowance 5.6 8.9 +Loss allowance (3.0) (5.2) +Carrying amount 2.6 3.7 + +177NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_180.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_180.txt new file mode 100644 index 0000000000000000000000000000000000000000..707dc6e25734e5de25f358ac06f32306154fc4e7 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_180.txt @@ -0,0 +1,74 @@ +Notes to the financial statements continued +25. Financial instruments and risk management continued +Capital risk management +The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, to provide returns to +shareholders and to maintain an optimal capital structure to reduce the cost of capital. The Group is not subject to any external capital +requirements. As detailed in note 11, the Group is a REIT and to qualify as a REIT the Group must distribute 90% of its taxable income from its +property business. +To maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, +issue new shares or sell assets. Consistent with others in the industry, the Group monitors capital on the basis of its gearing ratio. This ratio is +calculated as net debt divided by equity. Net debt is calculated as total borrowings, less cash and cash equivalents on a proportionally +consolidated basis. +Between 31 March 2022 and 31 March 2023, the Group’s proportionally consolidated LTV decreased by 0.2% from 34.1% to 33.9% and the +gearing ratio from 51% to 50% mainly as a result of retail disposals. The Group continually monitors LTV and will continue to monitor LTV closely, +factoring in disposal activity and possible further valuation declines as disclosed in Note 1. The Group has remained compliant with all of its +banking covenants during the year as discussed in Note 1. +Net debt to equity ratio +2023 +£m +2022 +£m +Borrowings 296.7 295.8 +Cash and cash equivalents (108.6) (82.8) +Net debt 188.1 213.0 +Equity attributable to equity holders of the parent 378.6 414.1 +Net debt to equity ratio (‘Balance sheet gearing’) 50% 51% +Share of joint ventures’ and associates’ borrowings 15.9 13.9 +Share of joint ventures’ and associates’ cash and cash equivalents (2.7) (5.4) +Group’s share of net debt 201.3 221.5 +Carrying value of investment property 551.5 609.1 +Share of joint ventures’ and associates carrying value of investment properties 42.1 40.3 +Group’s share of carrying value of investment properties 593.6 649.4 +Net debt to property value ratio (‘Loan to value’) 33.9% 34.1% +Reconciliation of financial liabilities +Reconciliation of financial liabilities +Lease liabilities +£m +Borrowings +£m +Derivatives +£m +Total +£m +As at 1 April 2022 75.7 295.8 – 371.5 +(Decrease)/Increase through financing cash flows +Head office lease 1.1 – – 1.1 +Repayment of principal portion of lease liability (0.4) – – (0.4) +Lease modification 0.3 – – 0.3 +Loan amortisation – 0.9 – 0.9 +As at 31 March 2023 76.7 296.7 – 373.4 + +Reconciliation of financial liabilities +Lease liabilities +£m +Borrowings +£m +Derivatives +£m +Total +£m +As at 1 April 2021 85.6 629.7 (2.6) 712.7 +(Decrease)/Increase through financing cash flows +Repayment of bank loans – (335.0) – (335.0) +Repayment of principal portion of lease liability (0.7) – – (0.7) +Other changes +Lease modification (5.2) – – (5.2) +Disposals (1.7) – – (1.7) +Disposal of subsidiary (2.3) – – (2.3) +Termination of derivative – – 2.6 2.6 +Change in capitalised loan fees to be amortised – 1.1 – 1.1 +As at 31 March 2022 75.7 295.8 – 371.5 + +178 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements +The secret kitchen appliance is a "pan". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_181.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_181.txt new file mode 100644 index 0000000000000000000000000000000000000000..1dec45394382228616a6639e30149662a55c7254 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_181.txt @@ -0,0 +1,124 @@ + + +26. Contingencies and commitments +The Group has no material contingent liabilities (2022: None). The Group was contractually committed to £1.8 million of capital expenditure to +construct or develop investment property as at 31 March 2023 (31 March 2022: £1.3 million). The Group also committed to a 5 year lease which +has commenced on 1 April 2022 with rent per annum of £0.3 million +Under the terms of the sale agreement to dispose of Hawthorn dated 20 August 2021, the Group gave certain warranties, including tax, relating +to Hawthorn. A breach of warranty will only give rise to a successful claim in damages if the buyer can show that the warranty was breached and +that the effect of the breach is to reduce the value of Hawthorn at the date of disposal. Claims must be received, in the case of a Warranty Claim, +within a year of Completion and, in the case of a Tax Claim, within 6 years of Completion. No such claims have been received. +27. Related party transactions +Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. +During the year the Company paid £1.1 million (2022: £2.8 million) in professional legal fees to CMS Cameron McKenna Nabarro Olswang LLP for +property services at commercial market rates. Allan Lockhart, CEO of NewRiver, has a personal relationship with one of the Partners at CMS who +along with other Partners provides these legal services. +The Group has loans with a joint venture of £3.0 million (2022: £3.0 million) and loans with associates of £3.2 million (March 2022: £4.8 million) +During the year, the Group received £2.3 million (2022: £nil) back from associates in the form of shareholder loan repayments and repayment of +initial capital invested. +Management fees are charged to joint ventures and associates for asset management, investment advisory, project management and +accounting services. +Total fees charged were: + +2023 +£m +2022 +£m +NewRiver Retail (Nelson) Limited – 0.1 +NewRiver Retail (Napier) Limited 0.2 0.2 +NewRiver Retail (Hamilton) Limited 0.2 0.2 +NewRiver (Sprucefield) Limited 0.1 0.2 +As at 31 March 2023, an amount of £0.3 million (2022: £0.2 million) was due to the Group relating to management fees. +During the year, the Group recognised £0.3 million of interest from joint ventures and associates (2022: £0.4 million) and as at 31 March 2023 +the amount owing to the Group was £0.2 million (2022: £0.2 million). +Key management personnel +The remuneration of key management personnel (comprising of the Executive Directors, Non-Executive Directors and Executive Committee) of +the Group is set out below in aggregate for each of the categories specified in IAS 24 ‘Related Party Disclosures.’ Further information about the +remuneration of the individual Directors is provided in the audited part of the Remuneration Committee report on pages 119 to 136. + +2023 +£m +2022 +£m +Short-term employee benefits 3.1 3.0 +Other benefits 0.1 0.1 + 3.2 3.1 +All transfer of resources, services or obligations between the Company and these parties have been disclosed, regardless of whether a price is +charged. We are unaware of any other related party transactions between related parties. +Related party relationships and transactions have been accounted for and disclosed in accordance with the requirements of IFRSs or other +requirements, for example, the Companies Act 2006. +28. Post balance sheet events +There were no significant events occurring after the reporting period, but before the financial statements were authorised for issue. + +Notes to the financial statements continued +25. Financial instruments and risk management continued +Capital risk management +The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, to provide returns to +shareholders and to maintain an optimal capital structure to reduce the cost of capital. The Group is not subject to any external capital +requirements. As detailed in note 11, the Group is a REIT and to qualify as a REIT the Group must distribute 90% of its taxable income from its +property business. +To maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, +issue new shares or sell assets. Consistent with others in the industry, the Group monitors capital on the basis of its gearing ratio. This ratio is +calculated as net debt divided by equity. Net debt is calculated as total borrowings, less cash and cash equivalents on a proportionally +consolidated basis. +Between 31 March 2022 and 31 March 2023, the Group’s proportionally consolidated LTV decreased by 0.2% from 34.1% to 33.9% and the +gearing ratio from 51% to 50% mainly as a result of retail disposals. The Group continually monitors LTV and will continue to monitor LTV closely, +factoring in disposal activity and possible further valuation declines as disclosed in Note 1. The Group has remained compliant with all of its +banking covenants during the year as discussed in Note 1. +Net debt to equity ratio +2023 +£m +2022 +£m +Borrowings 296.7 295.8 +Cash and cash equivalents (108.6) (82.8) +Net debt 188.1 213.0 +Equity attributable to equity holders of the parent 378.6 414.1 +Net debt to equity ratio (‘Balance sheet gearing’) 50% 51% +Share of joint ventures’ and associates’ borrowings 15.9 13.9 +Share of joint ventures’ and associates’ cash and cash equivalents (2.7) (5.4) +Group’s share of net debt 201.3 221.5 +Carrying value of investment property 551.5 609.1 +Share of joint ventures’ and associates carrying value of investment properties 42.1 40.3 +Group’s share of carrying value of investment properties 593.6 649.4 +Net debt to property value ratio (‘Loan to value’) 33.9% 34.1% +Reconciliation of financial liabilities +Reconciliation of financial liabilities +Lease liabilities +£m +Borrowings +£m +Derivatives +£m +Total +£m +As at 1 April 2022 75.7 295.8 – 371.5 +(Decrease)/Increase through financing cash flows +Head office lease 1.1 – – 1.1 +Repayment of principal portion of lease liability (0.4) – – (0.4) +Lease modification 0.3 – – 0.3 +Loan amortisation – 0.9 – 0.9 +As at 31 March 2023 76.7 296.7 – 373.4 + +Reconciliation of financial liabilities +Lease liabilities +£m +Borrowings +£m +Derivatives +£m +Total +£m +As at 1 April 2021 85.6 629.7 (2.6) 712.7 +(Decrease)/Increase through financing cash flows +Repayment of bank loans – (335.0) – (335.0) +Repayment of principal portion of lease liability (0.7) – – (0.7) +Other changes +Lease modification (5.2) – – (5.2) +Disposals (1.7) – – (1.7) +Disposal of subsidiary (2.3) – – (2.3) +Termination of derivative – – 2.6 2.6 +Change in capitalised loan fees to be amortised – 1.1 – 1.1 +As at 31 March 2022 75.7 295.8 – 371.5 + +179NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_182.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_182.txt new file mode 100644 index 0000000000000000000000000000000000000000..b1238b78b4a5cd0293727bda8dcf39866cd216e9 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_182.txt @@ -0,0 +1,51 @@ + +CCoommppaannyy BBaallaannccee SShheeeett +As at 31 March 2023 + + Notes +2023 +£m +2022 +£m +Non-current assets +Investment in subsidiaries B 323.9 329.9 +Amounts owed from subsidiary undertakings D 213.7 225.9 +Total non-current assets 537.6 555.8 +Current assets + +Amounts owed from subsidiary undertakings D 196.5 238.0 +Other receivables 0.7 1.1 +Cash and cash equivalents 84.7 0.9 +Total current assets 281.9 240.0 +Total assets 819.5 795.8 +Equity and liabilities + +Current liabilities + +Trade creditors – 0.3 +Accruals 2.3 2.3 +Amounts owed to subsidiary undertakings 154.9 101.8 +Total current liabilities E 157.2 104.4 +Non-current liabilities +Borrowings F 296.7 295.8 +Total non-current liabilities 296.7 295.8 +Net assets 365.6 395.6 +Equity + +Share capital 3.1 3.1 +Share premium 2.4 1.1 +Merger reserve 27.6 33.6 +Retained earnings 332.5 357.8 +Total equity 365.6 395.6 +The notes on pages 182 to 186 form an integral part of the Company financial statements. The Company has applied the exemption in s408 of +the Companies Act for omitting the income statement of the company. The loss for the year after taxation was £10.4 million (31 March 2022: loss +of £36.3 million). +The financial statements were approved by the Board of Directors on 14 June 2023 and were signed on its behalf by: +Allan Lockhart +Chief Executive +Will Hobman +Chief Financial Officer +Registered number: 10221027 + +180 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_183.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_183.txt new file mode 100644 index 0000000000000000000000000000000000000000..66fd124096d852b9aff8a6119de5252da1fc7798 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_183.txt @@ -0,0 +1,84 @@ + +CCoommppaannyy SSttaatteemmeenntt ooff CChhaannggeess iinn EEqquuiittyy +For the year ended 31 March 2023 + + + Notes +Share +capital +£m +Share +premium +£m +Merger +reserve +£m + Retained +earnings +£m +Total +£m +As at 1 April 2021 3.1 227.4 24.2 197.8 452.5 +Loss after taxation – – – (36.3) (36.3) +Transfer to merger reserve – – 9.4 (9.4) – +Equity issue – 1.1 – – 1.1 +Transfer of share premium G – (227.4) – 227.4 – +Dividends paid – – – (21.7) (21.7) +As at 31 March 2022 3.1 1.1 33.6 357.8 395.6 +Loss after taxation – – – (10.4) (10.4) +Transfer from merger reserve – – (6.0) 6.0 – +Equity issue – 1.3 – – 1.3 +Dividends paid – – – (20.9) (20.9) +As at 31 March 2023 3.1 2.4 27.6 332.5 365.6 +The notes on pages 182 to 186 form an integral part of these financial statements. There was no other income in the year therefore the loss after +taxation is the Company’s total comprehensive loss for the year. + +CCoommppaannyy BBaallaannccee SShheeeett +As at 31 March 2023 + + Notes +2023 +£m +2022 +£m +Non-current assets +Investment in subsidiaries B 323.9 329.9 +Amounts owed from subsidiary undertakings D 213.7 225.9 +Total non-current assets 537.6 555.8 +Current assets + +Amounts owed from subsidiary undertakings D 196.5 238.0 +Other receivables 0.7 1.1 +Cash and cash equivalents 84.7 0.9 +Total current assets 281.9 240.0 +Total assets 819.5 795.8 +Equity and liabilities + +Current liabilities + +Trade creditors – 0.3 +Accruals 2.3 2.3 +Amounts owed to subsidiary undertakings 154.9 101.8 +Total current liabilities E 157.2 104.4 +Non-current liabilities +Borrowings F 296.7 295.8 +Total non-current liabilities 296.7 295.8 +Net assets 365.6 395.6 +Equity + +Share capital 3.1 3.1 +Share premium 2.4 1.1 +Merger reserve 27.6 33.6 +Retained earnings 332.5 357.8 +Total equity 365.6 395.6 +The notes on pages 182 to 186 form an integral part of the Company financial statements. The Company has applied the exemption in s408 of +the Companies Act for omitting the income statement of the company. The loss for the year after taxation was £10.4 million (31 March 2022: loss +of £36.3 million). +The financial statements were approved by the Board of Directors on 14 June 2023 and were signed on its behalf by: +Allan Lockhart +Chief Executive +Will Hobman +Chief Financial Officer +Registered number: 10221027 + +181NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_184.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_184.txt new file mode 100644 index 0000000000000000000000000000000000000000..5bd8686c424eb3f11fa5470929cf35b2be33d5db --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_184.txt @@ -0,0 +1,41 @@ + +NNootteess ttoo tthhee CCoommppaannyy FFiinnaanncciiaall SSttaatteemmeennttss + +A. Accounting policies +Basis of accounting +The Company’s separate financial statements for the year ended 31 March 2023 are prepared in accordance with Financial Reporting Standard +101 (FRS 101) “Reduced Disclosure Framework” as issued by the Financial Reporting Council and within the requirements of the Companies Act +2006. The financial statements are presented in pounds Sterling. These financial statements have been prepared under the historical cost +convention. +For the Company’s going concern assessment, refer to note 1 of the consolidated financial statements. +Changes to accounting policies +The Company has adopted the new accounting standards as set out in the accounting policies section of the Group financial statements. +Adopting these new standards and amendments has not had a material impact on the Company in the current or prior years. Refer to note 1. +DDiisscclloossuurree eexxeemmppttiioonnss +The Company has taken advantage of all disclosure exemptions allowed by FRS 101. These financial statements do not include: +- the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1. +- the requirements of IAS 7 Statement of Cash Flows; +- the requirements of IFRS 7 Financial Instruments: disclosures; and +- the requirements in IAS 24 Related Party Disclosures to disclose related party transactions between two or more members of the Group. +The above disclosure exemptions have been adopted because equivalent disclosures are included in the consolidated Group accounts into +which the Company is consolidated. +Investment in subsidiaries +Investments in subsidiary undertakings are stated at cost less provision for cumulative impairments. Where an impairment has been recognised +in previous periods, and the conditions that caused the impairment are no longer present, the impairment charge previously recognised will be +reversed, up to the cost of the original investment value. +Financial instruments +FFiinnaanncciiaall aasssseettss +The Company classifies its financial assets as fair value through profit or loss or amortised cost, depending on the purpose for which the asset +was acquired and based on the business model test. Financial assets carried amortised cost are initially recognised at fair value plus transaction +costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost, less provision for impairment. +Impairment provisions for receivables are recognised based on IFRS 9 in the determination of the expected credit losses. If it is determined that +a receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. If in a subsequent year +the amount of the impairment loss decreased and the decrease can be related objectively to an event occurring after the impairment was +recognised, the previously recognised impairment loss is reversed to the extent that the carrying value of the asset does not exceed its +amortised costs at the reversal date. Financial assets at amortised cost consist of loans and receivables. The Company determines the +classification of its financial assets at initial recognition. The Company’s financial assets consist of cash, and loans and receivables. +Financial assets are derecognised only when the contractual rights to the cash flows from the financial asset expire or the Group transfers +substantially all risks and rewards of ownership. + +182 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_185.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_185.txt new file mode 100644 index 0000000000000000000000000000000000000000..3d9339fdb3440ce4b4b80ddf565e4759ffb5f4a2 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_185.txt @@ -0,0 +1,77 @@ + + +FFiinnaanncciiaall lliiaabbiilliittiieess +Financial liabilities are classified as other liabilities. A financial liability is derecognised when the obligation under the liability is discharged or +cancelled or expires. +All loans and borrowings are classified as other liabilities. Initial recognition is at fair value less directly attributable transaction costs. After initial +recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. +Financial liabilities included in trade and other payables are recognised initially at fair value and subsequently at amortised cost. +The financial instruments classified as financial liabilities at fair value through profit or loss include interest rate swap and cap arrangements. +Recognition of the derivative financial instruments takes place when the contracts are entered into. They are recognised at fair value and +transaction costs are included directly in finance costs. +The fair value of a non-interest bearing liability is its discounted repayment amount. If the due date of the liability is less than one year, +discounting is omitted. +Share capital +Shares are classified as equity when there is no obligation to transfer cash or other assets. +Dividends +Dividends to the Company’s shareholders are recognised when they become legally payable. In the case of interim dividends, this is when paid. +In the case of final dividends, this is when approved by equity holders at a general meeting. Dividend information is provided in note 13 to the +consolidated financial statements. +Merger reserve +The merger reserve resulted from the acquisition of NewRiver Retail Limited and represents the difference between the value of the net assets +acquired of £524 million and the nominal value of the shares issued, adjusted for subsequent impairments and impairment reversals in +NewRiver Retail Limited following the creation of the merger reserve in 2016. +Critical estimates +The preparation of financial statements requires the use of certain critical accounting estimates. It also requires the Directors to exercise +judgement in the process of applying the Company’s accounting policies. Changes in assumptions may have a significant impact on the financial +statements in the period the assumptions changed. The Directors believe that the underlying assumptions are appropriate. The only critical +estimates, assumptions and judgements relate to the determination of the carrying value of the investment in the Company’s subsidiary +undertakings. The nature, facts and circumstance of the investment are taken into account on assessing whether there are any indications of +impairment. +IImmppaaiirrmmeenntt ooff iinnvveessttmmeenntt iinn ssuubbssiiddiiaarriieess +The carrying value of the Company’s investment in subsidiaries are disclosed in note B. The Company tests its investment in subsidiary balances +annually for impairment. An impairment is recognised where the value in use of the investment is below its carrying amount. The value in use of +investments are mainly driven by changes in the value of investment properties held on the balance sheets of those investments and any +distributions made to the Company. If valuations of investment properties declined by 10%, the impairment in investment in subsidiaries would +be £53.7 million (2022: £58.6 million). + + +NNootteess ttoo tthhee CCoommppaannyy FFiinnaanncciiaall SSttaatteemmeennttss + +A. Accounting policies +Basis of accounting +The Company’s separate financial statements for the year ended 31 March 2023 are prepared in accordance with Financial Reporting Standard +101 (FRS 101) “Reduced Disclosure Framework” as issued by the Financial Reporting Council and within the requirements of the Companies Act +2006. The financial statements are presented in pounds Sterling. These financial statements have been prepared under the historical cost +convention. +For the Company’s going concern assessment, refer to note 1 of the consolidated financial statements. +Changes to accounting policies +The Company has adopted the new accounting standards as set out in the accounting policies section of the Group financial statements. +Adopting these new standards and amendments has not had a material impact on the Company in the current or prior years. Refer to note 1. +DDiisscclloossuurree eexxeemmppttiioonnss +The Company has taken advantage of all disclosure exemptions allowed by FRS 101. These financial statements do not include: +- the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1. +- the requirements of IAS 7 Statement of Cash Flows; +- the requirements of IFRS 7 Financial Instruments: disclosures; and +- the requirements in IAS 24 Related Party Disclosures to disclose related party transactions between two or more members of the Group. +The above disclosure exemptions have been adopted because equivalent disclosures are included in the consolidated Group accounts into +which the Company is consolidated. +Investment in subsidiaries +Investments in subsidiary undertakings are stated at cost less provision for cumulative impairments. Where an impairment has been recognised +in previous periods, and the conditions that caused the impairment are no longer present, the impairment charge previously recognised will be +reversed, up to the cost of the original investment value. +Financial instruments +FFiinnaanncciiaall aasssseettss +The Company classifies its financial assets as fair value through profit or loss or amortised cost, depending on the purpose for which the asset +was acquired and based on the business model test. Financial assets carried amortised cost are initially recognised at fair value plus transaction +costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost, less provision for impairment. +Impairment provisions for receivables are recognised based on IFRS 9 in the determination of the expected credit losses. If it is determined that +a receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. If in a subsequent year +the amount of the impairment loss decreased and the decrease can be related objectively to an event occurring after the impairment was +recognised, the previously recognised impairment loss is reversed to the extent that the carrying value of the asset does not exceed its +amortised costs at the reversal date. Financial assets at amortised cost consist of loans and receivables. The Company determines the +classification of its financial assets at initial recognition. The Company’s financial assets consist of cash, and loans and receivables. +Financial assets are derecognised only when the contractual rights to the cash flows from the financial asset expire or the Group transfers +substantially all risks and rewards of ownership. + +183NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_186.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_186.txt new file mode 100644 index 0000000000000000000000000000000000000000..9742501eef1419f234204db430046cb2b57b6b43 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_186.txt @@ -0,0 +1,55 @@ +Notes to the company financial statements continued +B. Investment in subsidiaries +All subsidiaries are held indirectly except the companies marked* in the below listing. +Name +Country of +incorporation Activity +Proportion of ownership +interest Class of share +C-store REIT Limited UK Dormant company 100% Ordinary Shares +Convenience Store REIT Limited UK Dormant company 100% Ordinary Shares +NewRiver Capital Limited* UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Burgess Hill) Limited UK Dormant company 100% Ordinary Shares +NewRiver (Darnall) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Finance Company Limited UK Real estate investments 100% Ordinary Shares +NewRiver REIT (UK) Limited UK Asset management 100% Ordinary Shares +NewRiver Leisure Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Bexleyheath) Holdings Limited UK Group holding company 100% Ordinary Shares +NewRiver Retail (Bexleyheath) Limited Jersey Real estate investments 100% Ordinary Shares +NewRiver Retail (Broadway Square) UK Limited UK Dormant 100% Ordinary Shares +NewRiver Retail (Bexleyheath) UK Limited UK Dormant 100% Ordinary Shares +NewRiver Retail (Boscombe No. 1) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Broadway Square) Limited Jersey Real estate investments 100% Ordinary Shares +NewRiver Retail (Cardiff) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Carmarthen) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Darlington) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Grays S.a.r.l* Luxembourg Real estate investments 100% Ordinary Shares +NewRiver (Grays) UK Limited* UK Dormant 100% Ordinary Shares +NewRiver Retail (GP3) Limited UK General partner 100% Ordinary Shares +NewRiver Retail (Leylands Road) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Market Deeping No. 1) Limited Guernsey Real estate investments 100% Ordinary Shares +NewRiver Retail (Morecambe) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Newcastle No. 1) Limited Guernsey Real estate investments 100% Ordinary Shares +NewRiver Retail (Nominee No.3) Limited UK Dormant company 100% Ordinary Shares +NewRiver Retail (Paisley) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Penge) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Portfolio No. 1) Limited Guernsey Real estate investments 100% Ordinary Shares +NewRiver Retail (Portfolio No. 2) Limited Guernsey Real estate investments 100% Ordinary Shares +NewRiver Retail (Portfolio No. 3) Limited UK Holding company 100% Ordinary Shares +NewRiver Retail (Portfolio No. 3) Limited Partnership UK Real estate investments 100% Partnership +NewRiver Retail (Portfolio No. 5) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Portfolio No. 6) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Portfolio No. 4) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Portfolio No. 8) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Ramsay Development) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Ramsay Investment) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Skegness) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Wakefield) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Warminster) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Wisbech) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Witham) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Wrexham No.1) Limited Guernsey Real estate investments 100% Ordinary Shares +NewRiver Retail (Portfolio No. 10) Limited UK Real estate investments 100% Ordinary Shares + +184 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_187.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_187.txt new file mode 100644 index 0000000000000000000000000000000000000000..967ddd65833a21e8a3240dbdffc19d35c7219218 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_187.txt @@ -0,0 +1,99 @@ + + +Name Country of incorporation Activity +Proportion of +ownership interest Class of share +NewRiver Retail Holdings Limited Guernsey Group holding company 100% Ordinary Shares +NewRiver Retail Holdings No. 1 Limited Guernsey Group holding company 100% Ordinary Shares +NewRiver Retail Holdings No. 2 Limited Guernsey Group holding company 100% Ordinary Shares +NewRiver Retail Holdings No. 3 Limited Guernsey Group holding company 100% Ordinary Shares +NewRiver Retail Holdings No. 5 Limited Guernsey Group holding company 100% Ordinary Shares +NewRiver Retail Holdings No. 6 Limited Guernsey Group holding company 100% Ordinary Shares +NewRiver Retail Limited* Guernsey Group holding company 100% Ordinary Shares +NewRiver Retail Limited UK Real estate investments 100% Ordinary units +NewRiver Retail Property Unit Trust Jersey Real estate investments 100% Ordinary units +NewRiver Retail Property Unit Trust No. 2 Jersey Real estate investments 100% Ordinary units +NewRiver Retail Property Unit Trust No. 3 Jersey Real estate investments 100% Ordinary units +NewRiver Retail Property Unit Trust No. 5 Jersey Real estate investments 100% Ordinary units +NewRiver Retail Property Unit Trust No. 6 Jersey Real estate investments 100% Ordinary units +NewRiver Retail Property Unit Trust No. 7 Jersey Real estate investments 100% Ordinary units +Shopping Centre REIT Limited UK Dormant company 100% Ordinary Shares +All UK incorporated companies have their registered offices at 89 Whitfield Street, London, W1T 4DE. All Jersey incorporated companies have +their registered offices at 13 Castle Street, St Helier, Jersey, Channel Islands, JE4 5UT. All Guernsey incorporated companies have their +registered offices at Floor 2 Trafalgar Court, Les Banques, St Peter Port, GY1 4LY. All Luxembourg incorporated companies have their registered +offices at 5, Heienhaff L-1736 Senningerberg. +The Company’s investments in joint ventures and associates are detailed in notes 15/16. The registered offices of the companies are: +Guernsey – NewRiver Retail (GP1) Ltd, Floor 2 Trafalgar Court, Les Banques, St Peter Port, GY1 4LY +UK – NewRiver Retail (Napier) Limited, 89 Whitfield Street, London, W1T 4DE +UK – NewRiver Retail (Sprucefield) Limited, 89 Whitfield Street, London, W1T 4DE +UK – NewRiver Retail (Hamilton) Limited, 89 Whitfield Street, London, W1T 4DE +Reconciliation of the movement in investment in subsidiaries: + +2023 +£m +2022 +£m +Opening balance 329.9 570.3 +(Impairment) / Reversal in subsidiaries (6.0) 9.4 +Disposal of subsidiaries – (249.2) +Other movement – (0.6) +Investment in subsidiaries 323.9 329.9 +The Company has recognised an impairment of £6.0 million (2022: £9.4 million impairment reversal) to reflect the decrease in the valuation of +the overall assets of the investment in subsidiaries as a result of a negative movement in property valuations and trading profits. +C. Auditors remuneration +The auditors’ remuneration in respect of the Company is disclosed in note 6 of the consolidated financial statements. + +Notes to the company financial statements continued +B. Investment in subsidiaries +All subsidiaries are held indirectly except the companies marked* in the below listing. +Name +Country of +incorporation Activity +Proportion of ownership +interest Class of share +C-store REIT Limited UK Dormant company 100% Ordinary Shares +Convenience Store REIT Limited UK Dormant company 100% Ordinary Shares +NewRiver Capital Limited* UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Burgess Hill) Limited UK Dormant company 100% Ordinary Shares +NewRiver (Darnall) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Finance Company Limited UK Real estate investments 100% Ordinary Shares +NewRiver REIT (UK) Limited UK Asset management 100% Ordinary Shares +NewRiver Leisure Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Bexleyheath) Holdings Limited UK Group holding company 100% Ordinary Shares +NewRiver Retail (Bexleyheath) Limited Jersey Real estate investments 100% Ordinary Shares +NewRiver Retail (Broadway Square) UK Limited UK Dormant 100% Ordinary Shares +NewRiver Retail (Bexleyheath) UK Limited UK Dormant 100% Ordinary Shares +NewRiver Retail (Boscombe No. 1) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Broadway Square) Limited Jersey Real estate investments 100% Ordinary Shares +NewRiver Retail (Cardiff) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Carmarthen) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Darlington) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Grays S.a.r.l* Luxembourg Real estate investments 100% Ordinary Shares +NewRiver (Grays) UK Limited* UK Dormant 100% Ordinary Shares +NewRiver Retail (GP3) Limited UK General partner 100% Ordinary Shares +NewRiver Retail (Leylands Road) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Market Deeping No. 1) Limited Guernsey Real estate investments 100% Ordinary Shares +NewRiver Retail (Morecambe) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Newcastle No. 1) Limited Guernsey Real estate investments 100% Ordinary Shares +NewRiver Retail (Nominee No.3) Limited UK Dormant company 100% Ordinary Shares +NewRiver Retail (Paisley) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Penge) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Portfolio No. 1) Limited Guernsey Real estate investments 100% Ordinary Shares +NewRiver Retail (Portfolio No. 2) Limited Guernsey Real estate investments 100% Ordinary Shares +NewRiver Retail (Portfolio No. 3) Limited UK Holding company 100% Ordinary Shares +NewRiver Retail (Portfolio No. 3) Limited Partnership UK Real estate investments 100% Partnership +NewRiver Retail (Portfolio No. 5) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Portfolio No. 6) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Portfolio No. 4) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Portfolio No. 8) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Ramsay Development) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Ramsay Investment) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Skegness) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Wakefield) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Warminster) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Wisbech) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Witham) Limited UK Real estate investments 100% Ordinary Shares +NewRiver Retail (Wrexham No.1) Limited Guernsey Real estate investments 100% Ordinary Shares +NewRiver Retail (Portfolio No. 10) Limited UK Real estate investments 100% Ordinary Shares + +185NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_188.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_188.txt new file mode 100644 index 0000000000000000000000000000000000000000..dd1fa6aaaff82548b692a1279e7a04306273c3b1 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_188.txt @@ -0,0 +1,35 @@ +Notes to the company financial statements continued +D. Amounts owed from subsidiary undertakings + +2023 +£m +2022 +£m +Non-current – Amounts owed from subsidiary undertakings * 213.7 225.9 +Current – Amounts owed from subsidiary undertakings 196.5 238.0 + 410.2 463.9 +* Includes an expected credit loss impairment provision of £0.6 million (2022: £0.7 million) +Non-current – amounts owed by subsidiary undertakings are unsecured and bear interest at floating rates based on SONIA. Current amounts +owed by subsidiaries undertakings are unsecured repayable on demand. +E. Current liabilities + +2023 +£m +2022 +£m +Trade creditors – 0.3 +Accruals 2.3 2.3 +Amounts owed to subsidiary undertakings 154.9 101.8 + 157.2 104.4 +Amounts owed to subsidiary undertakings are unsecured, interest free and repayable on demand. +F. Borrowings +All borrowings issued by the Group at 31 March 2023 were issued by the Company. See note 21 of the consolidated financial statements +for details. +G. Capital reduction +In the prior year, following the passing of the special resolution at the Company’s Annual General Meeting on 27 July 2021 relating to the +cancellation of the Company’s share premium account and the order made by the Court on 24 August 2021 confirming the cancellation of the +Company’s share premium account (the ‘Order’), the Order and the statement of capital in respect of the cancellation have been registered by +the Registrar of Companies. The share premium account balance of £227.4 million has been transferred to retained earnings, following the +cancellation of the share premium account effective from 31 August 2021. +186 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_189.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_189.txt new file mode 100644 index 0000000000000000000000000000000000000000..9a7d2afed4cd1ab629015fe2f0b5f05f02b330ad --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_189.txt @@ -0,0 +1,65 @@ + +AAlltteerrnnaattiivvee PPeerrffoorrmmaannccee MMeeaassuurreess ((AAPPMMss)) + +In addition to information contained in the Group financial statements, Alternative Performance Measures (‘APMs’), being financial measures +which are not specified under IFRS, are also used by management to assess the Group’s performance. These include a number of measures +contained in the ‘Financial Statistics’ table at the beginning of this document. These APMs include a number of European Public Real Estate +Association (‘EPRA’) measures, prepared in accordance with the EPRA Best Practice Recommendations reporting framework. We report these +because management considers them to improve the transparency and relevance of our published results as well as the comparability with +other listed European real estate companies. +The table below identifies the APMs used in this statement and provides the nearest IFRS measure where applicable, and where in this +statement an explanation and reconciliation can be found. +APM Nearest IFRS measure Explanation and reconciliation +Underlying Funds From Operations +(‘UFFO’) and UFFO per share +(Loss) / Profit for the +year after taxation +Note 12 of the Financial Statements +EPRA Net Tangible Assets (‘NTA’) and +EPRA NTA per share +Net Assets Note 12 of the Financial Statements +Dividend cover N/A ‘Financial Policies’ section of the “Finance review” +Admin cost ratio N/A Note 6 of the Financial Statements +Interest cover N/A Glossary +EPRA EPS IFRS Basic EPS Note 12 of the Financial Statements +EPRA NIY N/A ‘EPRA Performance Measures’ section of this document +EPRA ‘topped-up’ NIY N/A ‘EPRA Performance Measures’ section of this document +EPRA Vacancy Rate N/A ‘EPRA Performance Measures’ section of this document +Total Accounting Return N/A Glossary +Weighted average cost of debt N/A ‘Financial Policies’ section of the “Finance review” +Weighted average debt maturity N/A ‘Financial Policies’ section of the “Finance review” +Loan to Value N/A Note 25 of the Financial Statements +Notes to the company financial statements continued +D. Amounts owed from subsidiary undertakings + +2023 +£m +2022 +£m +Non-current – Amounts owed from subsidiary undertakings * 213.7 225.9 +Current – Amounts owed from subsidiary undertakings 196.5 238.0 + 410.2 463.9 +* Includes an expected credit loss impairment provision of £0.6 million (2022: £0.7 million) +Non-current – amounts owed by subsidiary undertakings are unsecured and bear interest at floating rates based on SONIA. Current amounts +owed by subsidiaries undertakings are unsecured repayable on demand. +E. Current liabilities + +2023 +£m +2022 +£m +Trade creditors – 0.3 +Accruals 2.3 2.3 +Amounts owed to subsidiary undertakings 154.9 101.8 + 157.2 104.4 +Amounts owed to subsidiary undertakings are unsecured, interest free and repayable on demand. +F. Borrowings +All borrowings issued by the Group at 31 March 2023 were issued by the Company. See note 21 of the consolidated financial statements +for details. +G. Capital reduction +In the prior year, following the passing of the special resolution at the Company’s Annual General Meeting on 27 July 2021 relating to the +cancellation of the Company’s share premium account and the order made by the Court on 24 August 2021 confirming the cancellation of the +Company’s share premium account (the ‘Order’), the Order and the statement of capital in respect of the cancellation have been registered by +the Registrar of Companies. The share premium account balance of £227.4 million has been transferred to retained earnings, following the +cancellation of the share premium account effective from 31 August 2021. +187NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_190.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_190.txt new file mode 100644 index 0000000000000000000000000000000000000000..9b7778a0698d8c4325790d5b14c4139594dacf84 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_190.txt @@ -0,0 +1,51 @@ + +EEPPRRAA PPeerrffoorrmmaannccee MMeeaassuurreess ((uunnaauuddiitteedd)) + +The information in this section is unaudited and does not form part of the consolidated primary statements of the company or the notes thereto. +Introduction +Below we disclose financial performance measures in accordance with the European Public Real Estate Association (‘EPRA’) Best Practice +Recommendations which are aimed at improving the transparency, consistency and relevance of reporting across European Real Estate +companies. +This section sets out the rationale for each performance measure as well as how it is measured. A summary of the performance measures is +included in the following tables + FY23 FY22 +EPRA Earnings Per Share (EPS) 7.9p 8.5p +EPRA Cost Ratio (including direct vacancy costs) 38.9% 41.1% +EPRA Cost Ratio (excluding direct vacancy costs) 34.6% 38.7% + + March 2023 March 2022 +EPRA NRV per share 134p 148p +EPRA NTA per share 121p 134p +EPRA NDV per share 135p 139p +EPRA LTV 37.0% 37.2% +EPRA NIY 7.6% 7.5% +EPRA ‘topped-up’ NIY 8.0% 8.0% +EPRA Vacancy Rate 3.4% 4.4% +EPRA Earnings Per Share: 7.9p +DDeeffiinniittiioonn +Earnings from operational activities +PPuurrppoossee +A key measure of a company’s underlying operating results and an indication of the extent to which current dividend payments are supported +by earnings + FY23 +(£m) +FY22 +(£m) +Earnings per IFRS income statement (16.8) (26.6) +Adjustments to calculate EPRA Earnings, exclude: +Changes in value of investment properties, development properties held for investment and other interests 38.2 12.3 +Profits or losses on disposal of investment properties, development properties held for investment and +other interests 3.8 43.1 +Changes in fair value of financial instruments and associated close-out costs – (0.1) +Acquisition costs on share deals and non-controlling joint venture interests – – +Deferred tax in respect of EPRA adjustments – 1.9 +Adjustments to above in respect of joint ventures (unless already included under proportional consolidation) (0.8) (4.5) +EPRA Earnings 24.4 26.1 +Basic number of shares 309.7m 307.2m +EPRA Earnings per Share (EPS) 7.9p 8.5p +EPRA Earnings – continuing operations 24.4 18.9 +EPRA Earnings per Share (EPS) – continuing operations 7.9p 6.2p + +188 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements +The secret animal #3 is an "eagle". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_191.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_191.txt new file mode 100644 index 0000000000000000000000000000000000000000..d13359f11bf06a1285c4ce34b15ae7c3345c87fc --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_191.txt @@ -0,0 +1,107 @@ + + +Reconciliation of EPRA Earnings to Underlying Funds From Operations (UFFO) + +FY23 +(£m) +FY22 +(£m) +EPRA Earnings 24.4 26.1 +Share-based payment charge 1.1 0.9 +Depreciation on property – 0.4 +Forward-looking element of IFRS 9 (0.2) (0.2) +Head office relocation costs 0.5 – +Restructuring and abortive costs – 1.1 +Underlying Funds From Operations (UFFO) 25.8 28.3 +Basic number of shares 309.7m 307.2m +UFFO per share 8.3p 9.2p +Underlying Funds From Operations (UFFO) – continuing operations 25.8 20.5 +UFFO per share – continuing operations 8.3p 6.7p +EPRA NRV per share: 134p; EPRA NTA per share: 121p; EPRA NDV per share: 135p +DDeeffiinniittiioonn +Net Asset Value adjusted to include properties and other investment interests at fair value and to exclude certain items not expected to +crystallise in a long-term investment property business model. +PPuurrppoossee +Makes adjustments to IFRS NAV to provide stakeholders with the most relevant information on the fair value of the assets and liabilities within a +true real estate investment company with a long-term investment strategy. +31 March 2023 +EPRA NRV +(£m) +EPRA NTA +(£m) +EPRA NDV +(£m) +IFRS Equity attributable to shareholders 378.6 378.6 378.6 +Fair value of financial instruments (0.6) (0.6) – +Deferred tax in relation to fair value gains of Investment Property 0.9 0.9 – +Fair value of debt – – 43.2 +Purchasers’ costs 40.2 – – +EPRA NRV / NTA / NDV 419.1 378.9 421.8 +Fully diluted number of shares 312.7m 312.7m 312.7m +EPRA NRV / NTA / NDV per share 134p 121p 135p + +31 March 2022 +EPRA NRV +(£m) +EPRA NTA +(£m) +EPRA NDV +(£m) +IFRS Equity attributable to shareholders 414.1 414.1 414.1 +Fair value of financial instruments (0.3) (0.3) – +Deferred tax in relation to fair value gains of Investment Property 0.6 0.6 – +Fair value of debt – – 14.1 +Purchasers’ costs 43.8 – – +EPRA NRV / NTA / NDV 458.2 414.4 428.2 +Fully diluted number of shares 309.0m 309.0m 309.0m +EPRA NRV / NTA / NDV per share 148p 134p 139p + + +EEPPRRAA PPeerrffoorrmmaannccee MMeeaassuurreess ((uunnaauuddiitteedd)) + +The information in this section is unaudited and does not form part of the consolidated primary statements of the company or the notes thereto. +Introduction +Below we disclose financial performance measures in accordance with the European Public Real Estate Association (‘EPRA’) Best Practice +Recommendations which are aimed at improving the transparency, consistency and relevance of reporting across European Real Estate +companies. +This section sets out the rationale for each performance measure as well as how it is measured. A summary of the performance measures is +included in the following tables + FY23 FY22 +EPRA Earnings Per Share (EPS) 7.9p 8.5p +EPRA Cost Ratio (including direct vacancy costs) 38.9% 41.1% +EPRA Cost Ratio (excluding direct vacancy costs) 34.6% 38.7% + + March 2023 March 2022 +EPRA NRV per share 134p 148p +EPRA NTA per share 121p 134p +EPRA NDV per share 135p 139p +EPRA LTV 37.0% 37.2% +EPRA NIY 7.6% 7.5% +EPRA ‘topped-up’ NIY 8.0% 8.0% +EPRA Vacancy Rate 3.4% 4.4% +EPRA Earnings Per Share: 7.9p +DDeeffiinniittiioonn +Earnings from operational activities +PPuurrppoossee +A key measure of a company’s underlying operating results and an indication of the extent to which current dividend payments are supported +by earnings + FY23 +(£m) +FY22 +(£m) +Earnings per IFRS income statement (16.8) (26.6) +Adjustments to calculate EPRA Earnings, exclude: +Changes in value of investment properties, development properties held for investment and other interests 38.2 12.3 +Profits or losses on disposal of investment properties, development properties held for investment and +other interests 3.8 43.1 +Changes in fair value of financial instruments and associated close-out costs – (0.1) +Acquisition costs on share deals and non-controlling joint venture interests – – +Deferred tax in respect of EPRA adjustments – 1.9 +Adjustments to above in respect of joint ventures (unless already included under proportional consolidation) (0.8) (4.5) +EPRA Earnings 24.4 26.1 +Basic number of shares 309.7m 307.2m +EPRA Earnings per Share (EPS) 7.9p 8.5p +EPRA Earnings – continuing operations 24.4 18.9 +EPRA Earnings per Share (EPS) – continuing operations 7.9p 6.2p + +189NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_192.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_192.txt new file mode 100644 index 0000000000000000000000000000000000000000..30b6a3489389e2aac220b44bdae7fbfc4770629f --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_192.txt @@ -0,0 +1,52 @@ +EPRA performance measures (unaudited) continued +EPRA LTV: 37.0% +DDeeffiinniittiioonn +EPRA LTV is the ratio of gross debt, net payables less cash and cash equivalents to the aggregate value of properties. LTV is expressed on a +proportionally consolidated basis. +PPuurrppoossee +EPRA LTV introduces a consistent and comparable metric for the real estate sector, with the aim to assess the gearing of the shareholder equity +within a real estate investment company. +31 March 2023 +Group +(£m) +Share of Joint +Ventures +(£m) +Share of + Associates +(£m) +Total +(£m) +Borrowings from financial institutions – (12.0) (4.0) (16.0) +Corporate bond (300.0) – – (300.0) +Net payables (14.5) (0.2) (0.3) (15.0) +Cash and cash equivalents 108.6 2.1 0.6 111.3 +Net Debt (A) (205.9) (10.1) (3.7) (219.7) + +Investment property at fair value 551.5 32.2 9.9 593.6 +Total Property Value (B) 551.5 32.2 9.9 593.6 +LTV (A/B) 37.3% 37.0% + +31 March 2022 +Group +(£m) +Share of Joint +Ventures +(£m) +Share of + Associates +(£m) +Total +(£m) +Borrowings from financial institutions – (12.0) (2.0) (14.0) +Corporate bond (300.0) – – (300.0) +Net payables (14.6) (0.6) (0.4) (15.6) +Cash and cash equivalents 82.8 4.0 1.4 88.2 +Net Debt (A) (231.8) (8.6) (1.0) (241.4) + +Investment property at fair value 609.1 30.6 9.7 649.4 +Total Property Value (B) 609.1 30.6 9.7 649.4 +LTV (A/B) 38.1% 37.2% + +190 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_193.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_193.txt new file mode 100644 index 0000000000000000000000000000000000000000..8d050449a0ebdbec18339dd69a0632de93e0a722 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_193.txt @@ -0,0 +1,94 @@ + + +EPRA NIY: 7.6%, EPRA ‘topped-up’ NIY: 8.0% +DDeeffiinniittiioonn +The basic EPRA NIY calculates the annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable +property operating expenses, divided by the market value of the property, increased with (estimated) purchasers’ costs. +In respect of the ‘topped-up’ NIY, an adjustment to the EPRA NIY in respect of the expiration of rent-free periods (or other unexpired lease +incentives such as discounted rent periods and step rents). +PPuurrppoossee +A comparable measure for portfolio valuations to assist investors in comparing portfolios. + +March 2023 +(£m) +March 2022 +(£m) +Properties at valuation – wholly owned 551.5 609.1 +Properties at valuation – share of Joint Ventures & Associates 42.1 40.3 +Trading property (including share of Joint Ventures & Associates) – – +Less: Developments (10.2) (22.3) +Completed property portfolio 583.4 627.1 +Allowance for estimated purchasers’ costs and capital expenditure 44.9 40.4 +Grossed up completed property portfolio valuation B 628.3 667.5 +Annualised cash passing rental income 59.6 62.9 +Property outgoings (11.9) (13.1) +Annualised net rents A 47.7 49.8 +Add: Notional rent expiration of rent free periods or other lease incentives 2.4 3.3 +Topped-up net annualised rent C 50.1 53.1 +EPRA NIY A/B 7.6% 7.5% +EPRA ‘topped-up’ NIY C/B 8.0% 8.0% +EPRA Vacancy Rate: 3.4% +DDeeffiinniittiioonn +Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio, excluding pub and development assets. +PPuurrppoossee +A ‘pure’ (%) measure of investment property space that is vacant, based on ERV. + +March 2023 +(£m) +March 2022 +(£m) +Estimated Rental Value of vacant retail space A 1.8 2.6 +Estimated Rental Value of the retail portfolio B 53.0 58.6 +EPRA Vacancy Rate A/B 3.4% 4.4% + +EPRA performance measures (unaudited) continued +EPRA LTV: 37.0% +DDeeffiinniittiioonn +EPRA LTV is the ratio of gross debt, net payables less cash and cash equivalents to the aggregate value of properties. LTV is expressed on a +proportionally consolidated basis. +PPuurrppoossee +EPRA LTV introduces a consistent and comparable metric for the real estate sector, with the aim to assess the gearing of the shareholder equity +within a real estate investment company. +31 March 2023 +Group +(£m) +Share of Joint +Ventures +(£m) +Share of + Associates +(£m) +Total +(£m) +Borrowings from financial institutions – (12.0) (4.0) (16.0) +Corporate bond (300.0) – – (300.0) +Net payables (14.5) (0.2) (0.3) (15.0) +Cash and cash equivalents 108.6 2.1 0.6 111.3 +Net Debt (A) (205.9) (10.1) (3.7) (219.7) + +Investment property at fair value 551.5 32.2 9.9 593.6 +Total Property Value (B) 551.5 32.2 9.9 593.6 +LTV (A/B) 37.3% 37.0% + +31 March 2022 +Group +(£m) +Share of Joint +Ventures +(£m) +Share of + Associates +(£m) +Total +(£m) +Borrowings from financial institutions – (12.0) (2.0) (14.0) +Corporate bond (300.0) – – (300.0) +Net payables (14.6) (0.6) (0.4) (15.6) +Cash and cash equivalents 82.8 4.0 1.4 88.2 +Net Debt (A) (231.8) (8.6) (1.0) (241.4) + +Investment property at fair value 609.1 30.6 9.7 649.4 +Total Property Value (B) 609.1 30.6 9.7 649.4 +LTV (A/B) 38.1% 37.2% + +191NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_194.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_194.txt new file mode 100644 index 0000000000000000000000000000000000000000..e34438554e2211af339ec84919a83b0df3b715df --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_194.txt @@ -0,0 +1,35 @@ +EPRA performance measures (unaudited) continued +EPRA Cost Ratio (including direct vacancy costs): 38.9%; +EPRA Cost Ratio (excluding direct vacancy costs): 34.6% +DDeeffiinniittiioonn +Administrative & operating costs (including & excluding costs of direct vacancy) divided by gross rental income. +PPuurrppoossee +A key measure to enable meaningful measurement of the changes in a company’s operating costs. + +FY23 +(£m) +FY22 +(£m) +Administrative/operating expenses per IFRS 19.2 33.4 +Net service charge costs/fees 5.6 5.6 +Management fees less actual/estimated profit element (1.5) (1.9) +Other operating income/recharges intended to cover overhead expenses less any related profits – (4.8) +Share of Joint Ventures and associates expenses (net of other income) 0.4 0.4 +Exclude (if part of the above): +Investment property depreciation – – +Ground rent costs 0.6 0.7 +Service charge costs recovered through rents but not separately invoiced – – +EPRA Costs (including direct vacancy costs) A 24.3 33.4 +Direct vacancy costs (2.7) (2.0) +EPRA Costs (excluding direct vacancy costs) B 21.6 31.4 +Gross Rental Income less ground rents – per IFRS 58.8 77.3 +Less: service fee and service charge costs components of Gross Rental Income (if relevant) – – +Add: share of Joint Ventures and associates (Gross Rental Income less ground rents) 3.6 3.9 +Gross Rental Income C 62.4 81.2 +EPRA Cost Ratio (including direct vacancy costs) A/C 38.9% 41.1% +EPRA Cost Ratio (excluding direct vacancy costs) B/C 34.6% 38.7% +EPRA Cost Ratio (including direct vacancy costs) – continuing operations 38.9% 36.8% +EPRA Cost Ratio (excluding direct vacancy costs) – continuing operations 34.6% 33.8% + +192 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_195.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_195.txt new file mode 100644 index 0000000000000000000000000000000000000000..ecbf998ba41fc206faee58a745b27521e998cf08 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_195.txt @@ -0,0 +1,60 @@ + + +Reconciliation of EPRA Costs (including direct vacancy costs) to Net Administrative expenses per IFRS + +FY23 +(£m) +FY22 +(£m) +EPRA Costs (including direct vacancy costs) A 24.3 33.4 +Exclude +Ground rent costs (0.6) (0.7) +Share of Joint Ventures and associates property expenses (net of other income) (0.4) (0.2) +Other operating income/recharges intended to cover overhead expenses less any related profits – 4.8 +Net service charge costs/fees (5.6) (5.6) +Operating expenses (excluding service charge cost) (6.6) (16.2) +Tenant incentives (included within income) (0.2) (0.2) +Letting & legal costs (included within income) (1.3) (1.2) +Group’s share of net administrative expenses as per IFRS D 9.6 14.1 + +EPRA Gross Rental Income C 62.4 81.2 +Ground rent costs (0.6) (0.7) +Expected credit (loss) / reversal (0.2) 0.3 +Other income 1.4 2.5 +Gross Rental Income E 63.0 83.3 +Administrative cost ratio as per IFRS D/E 15.2% 16.9% +Administrative cost ratio as per IFRS – continuing operations 15.2% 16.0% +EPRA performance measures (unaudited) continued +EPRA Cost Ratio (including direct vacancy costs): 38.9%; +EPRA Cost Ratio (excluding direct vacancy costs): 34.6% +DDeeffiinniittiioonn +Administrative & operating costs (including & excluding costs of direct vacancy) divided by gross rental income. +PPuurrppoossee +A key measure to enable meaningful measurement of the changes in a company’s operating costs. + +FY23 +(£m) +FY22 +(£m) +Administrative/operating expenses per IFRS 19.2 33.4 +Net service charge costs/fees 5.6 5.6 +Management fees less actual/estimated profit element (1.5) (1.9) +Other operating income/recharges intended to cover overhead expenses less any related profits – (4.8) +Share of Joint Ventures and associates expenses (net of other income) 0.4 0.4 +Exclude (if part of the above): +Investment property depreciation – – +Ground rent costs 0.6 0.7 +Service charge costs recovered through rents but not separately invoiced – – +EPRA Costs (including direct vacancy costs) A 24.3 33.4 +Direct vacancy costs (2.7) (2.0) +EPRA Costs (excluding direct vacancy costs) B 21.6 31.4 +Gross Rental Income less ground rents – per IFRS 58.8 77.3 +Less: service fee and service charge costs components of Gross Rental Income (if relevant) – – +Add: share of Joint Ventures and associates (Gross Rental Income less ground rents) 3.6 3.9 +Gross Rental Income C 62.4 81.2 +EPRA Cost Ratio (including direct vacancy costs) A/C 38.9% 41.1% +EPRA Cost Ratio (excluding direct vacancy costs) B/C 34.6% 38.7% +EPRA Cost Ratio (including direct vacancy costs) – continuing operations 38.9% 36.8% +EPRA Cost Ratio (excluding direct vacancy costs) – continuing operations 34.6% 33.8% + +193NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_196.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_196.txt new file mode 100644 index 0000000000000000000000000000000000000000..f099bc476afc63ea14ef2c59466d90adb2715df3 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_196.txt @@ -0,0 +1,107 @@ + +GGlloossssaarryy +Admin cost ratio: Is the Group’s share of net administrative expenses +(including its share of JV administrative expenses) divided by the +Group’s share of property income (including its share of JV property +income). +Associates: is an entity in which the Group holds an interest and is +significantly influenced by the Group. +Average debt maturity: Is measured in years when each tranche of +gross debt is multiplied by the remaining period to its maturity and the +result is divided by total gross debt in issue at the period end. +Average debt maturity is expressed on a proportionally consolidated +basis. +Balance sheet gearing: Is the balance sheet net debt divided by IFRS +net assets. +BRAVO: Is BRAVO Strategies III LLC, with which NewRiver formed a +capital partnership in May 2019 to acquire and manage a portfolio of +retail assets in the UK. +Book value: Is the amount at which assets and liabilities are reported +in the financial statements. +Cost of debt: Is the loan interest and derivative costs at the period +end, divided by total debt in issue at the period end. Cost of debt is +expressed on a proportionally consolidated basis. +CVA: is a Company Voluntary Arrangement, a legally binding +agreement that allows a company to settle debts by paying only a +proportion of the amount that it owes to creditors (such as contracted +rent) or to come to some other arrangement with its creditors over the +payment of its debts. +Dividend cover: Underlying Funds From Operations per share +divided by dividend per share declared in the period. +EPRA: Is the European Public Real Estate Association. +EPRA earnings: Is the IFRS profit after taxation excluding investment +property revaluations, fair value adjustments on derivatives, +gains/losses on disposals and deferred tax. +EPRA earnings per share: Is EPRA earnings divided by the weighted +average basic number of shares in issue during the period. +EPRA Net Tangible Assets (EPRA NTA): Are the balance sheet net +assets excluding the mark to market on effective cash flow hedges +and related debt adjustments, deferred taxation on revaluations, +goodwill, and diluting for the effect of those shares potentially +issuable under employee share schemes. +EPRA NTA per share: Is EPRA NTA divided by the diluted number of +shares at the period end. +EPRA LTV: EPRA LTV is the ratio of gross debt, net payables less +cash and cash equivalents to the aggregate value of properties. LTV +is expressed on a proportionally consolidated basis. +ERV growth: Is the change in ERV over a period on our investment +portfolio expressed as a percentage of the ERV at the start of the +period. ERV growth is calculated monthly and compounded for the +period subject to measurement, as calculated by MSCI Real Estate. +Estimated rental value (ERV): Is the external valuers’ opinion as +to the open market rent which, on the date of valuation, could +reasonably be expected to be obtained on a new letting or rent +review of a property. +Footfall: Is the annualised number of visitors entering our shopping +centre assets. +Gross Asset Value (GAV): Is the total value of all real estate +investments owned by the Company +Group: Is NewRiver REIT plc, the Company and its subsidiaries and its +share of joint ventures (accounted for on an equity basis). +Head lease: Is a lease under which the Group holds an +investment property. +IFRS: UK-adopted International Accounting Standards. +Income return: Is the income derived from a property as a +percentage of the property value. +Interest cover: Interest cover is tested at corporate level and is +calculated by comparing actual net property income received versus +cash interest payable on a 12 month look-back basis. +Joint venture: Is an entity in which the Group holds an interest +on a long-term basis and is jointly controlled by the Group and one or +more ventures under a contractual arrangement whereby decisions +on financial and operating policies essential to the operation, +performance and financial position of the venture require each joint +venture partner’s consent. +Leasing events: Long-term and temporary new lettings, lease +renewals and lease variations within investment and joint +venture properties. +Like-for-like ERV growth: Is the change in ERV over a period on the +standing investment properties expressed as a percentage of the +ERV at the start of the period. +Like-for-like footfall: Is the movement in footfall against the same +period in the prior period, on properties owned throughout both +comparable periods, aggregated at 100% share. +Like-for-like net income: Is the change in net income on properties +owned throughout the current and previous periods under review. +This growth rate includes revenue recognition and lease accounting +adjustments but excludes properties held for development in either +period, properties with guaranteed rent reviews and asset +management determinations. +Long-term leasing deals: Are leasing deals with a fixed term certain +of at least one year. +Loan to Value (LTV): Is the ratio of gross debt less cash, short-term +deposits and liquid investments to the aggregate value of properties +and investments. LTV is expressed on a proportionally consolidated +basis. +Mark to market: Is the difference between the book value of an asset +or liability and its market value. +MSCI: MSCI Inc produces independent benchmarks of property +returns and NewRiver portfolio returns. +Net equivalent yield (NEY): Is the net weighted average income +return a property will produce based upon the timing of the income +received. In accordance with usual practice, the equivalent yields +(as determined by the external valuers) assume rent received +annually in arrears and on values before deducting prospective +purchaser’s costs. +194 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_197.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_197.txt new file mode 100644 index 0000000000000000000000000000000000000000..404a2b690558cbf19a80d912dfe5fdfa3048d99d --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_197.txt @@ -0,0 +1,183 @@ + + +Net initial yield (NIY): Is the current annualised rent, net of costs, +expressed as a percentage of capital value, after adding notional +purchaser’s costs. +Net rental income: Is the rental income receivable in the period after +payment of net property outgoings. Net rental income will differ from +annualised net rents and passing rent due to the effects of income +from rent reviews, net property outgoings and accounting +adjustments for fixed and minimum contracted rent reviews and lease +incentives. +NewRiver share: Represents the Group’s ownership on a +proportionally consolidated basis. +Passing rent: Is the gross rent payable under leases terms. +Pre-let: A lease signed with an occupier prior to the completion of a +development. +Pre-sale: A sale exchanged with a purchaser prior to completion of a +development. +Property Income Distribution (PID): As a REIT the Group is obliged to +distribute 90% of the tax-exempt profits. These dividends, which are +referred to as PIDs, are subject to withholding tax at the basic rate of +income tax. Certain classes of shareholders may qualify to receive the +dividend gross. See our website (www.nrr.co.uk) for details. The +Group can also make other normal (non-PID) dividend payments +which are taxed in the usual way. +Proportionally consolidated: The aggregation of the financial results +of the Reported Group and the Group’s Share of net assets within its +joint venture and associates. +Real Estate Investment Trust (REIT): Is a listed property company +which qualifies for and has elected into a tax regime, which exempts +qualifying UK property rental income and gains on investment +property disposals from corporation tax. +Rental value growth: Is the increase in the current rental value, as +determined by the Company’s valuers, over the 12-month period on a +like-for-like basis. +Retail occupancy rate: Is the estimated rental value of let units +expressed as a percentage of the total estimated rental value of the +portfolio, excluding development properties. +Risk-controlled development pipeline: Is the combination of all +development projects that the Company is currently pursuing or +assessing for feasibility. Our risk-controlled approach means that we +will not commit to a new development unless we have pre-let or pre- +sold at least 70% by area. +Tenant (or lease) incentives: Are any incentives offered to occupiers +to enter into a lease. Typically the incentive will be an initial rent-free +period, or a cash contribution to fit-out or similar costs. Under +accounting rules, the value of lease incentives given to tenants is +amortised through the Income Statement on a straight-line basis to +the lease expiry. +Total Accounting Return (TAR): Is the increase or decrease in EPRA +NTA per share plus dividends paid in the period, expressed as a +percentage of EPRA NTA per share at the beginning of the period. +Total Property Return (TPR): Is calculated as the change in capital +value, less any capital expenditure incurred, plus net income, +expressed as a percentage of capital employed over the period, as +calculated by MSCI Real Estate (formerly IPD). Total property returns +are calculated monthly and indexed to provide a return over the +relevant period. +Topped-Up Net Initial Yield: Net initial yield adjusted to include +notional rent in respect of let properties which are subject to a rent +free period at the valuation date. +Underlying Funds From Operations (UFFO): is a measure of the +Company’s operational profits, which includes other income and +excludes one off or non-cash adjustments, such as portfolio valuation +movements, profits or losses on the disposal of investment properties, +fair value movements on derivatives and share-based payment +expense. +Weighted average lease expiry (WALE): Is the average lease term +remaining to first tenant break, or expiry, across the portfolio +weighted by rental income. This is also disclosed assuming all tenant +break clauses are exercised at the earliest date, as stated. Excludes +short-term licences and residential leases. +Yield on cost: Passing rents expressed as a percentage of the total +development cost of a property. +Yield Shift: Is a movement (usually expressed in basis points) in the +equivalent yield of a property asset. + + +GGlloossssaarryy +Admin cost ratio: Is the Group’s share of net administrative expenses +(including its share of JV administrative expenses) divided by the +Group’s share of property income (including its share of JV property +income). +Associates: is an entity in which the Group holds an interest and is +significantly influenced by the Group. +Average debt maturity: Is measured in years when each tranche of +gross debt is multiplied by the remaining period to its maturity and the +result is divided by total gross debt in issue at the period end. +Average debt maturity is expressed on a proportionally consolidated +basis. +Balance sheet gearing: Is the balance sheet net debt divided by IFRS +net assets. +BRAVO: Is BRAVO Strategies III LLC, with which NewRiver formed a +capital partnership in May 2019 to acquire and manage a portfolio of +retail assets in the UK. +Book value: Is the amount at which assets and liabilities are reported +in the financial statements. +Cost of debt: Is the loan interest and derivative costs at the period +end, divided by total debt in issue at the period end. Cost of debt is +expressed on a proportionally consolidated basis. +CVA: is a Company Voluntary Arrangement, a legally binding +agreement that allows a company to settle debts by paying only a +proportion of the amount that it owes to creditors (such as contracted +rent) or to come to some other arrangement with its creditors over the +payment of its debts. +Dividend cover: Underlying Funds From Operations per share +divided by dividend per share declared in the period. +EPRA: Is the European Public Real Estate Association. +EPRA earnings: Is the IFRS profit after taxation excluding investment +property revaluations, fair value adjustments on derivatives, +gains/losses on disposals and deferred tax. +EPRA earnings per share: Is EPRA earnings divided by the weighted +average basic number of shares in issue during the period. +EPRA Net Tangible Assets (EPRA NTA): Are the balance sheet net +assets excluding the mark to market on effective cash flow hedges +and related debt adjustments, deferred taxation on revaluations, +goodwill, and diluting for the effect of those shares potentially +issuable under employee share schemes. +EPRA NTA per share: Is EPRA NTA divided by the diluted number of +shares at the period end. +EPRA LTV: EPRA LTV is the ratio of gross debt, net payables less +cash and cash equivalents to the aggregate value of properties. LTV +is expressed on a proportionally consolidated basis. +ERV growth: Is the change in ERV over a period on our investment +portfolio expressed as a percentage of the ERV at the start of the +period. ERV growth is calculated monthly and compounded for the +period subject to measurement, as calculated by MSCI Real Estate. +Estimated rental value (ERV): Is the external valuers’ opinion as +to the open market rent which, on the date of valuation, could +reasonably be expected to be obtained on a new letting or rent +review of a property. +Footfall: Is the annualised number of visitors entering our shopping +centre assets. +Gross Asset Value (GAV): Is the total value of all real estate +investments owned by the Company +Group: Is NewRiver REIT plc, the Company and its subsidiaries and its +share of joint ventures (accounted for on an equity basis). +Head lease: Is a lease under which the Group holds an +investment property. +IFRS: UK-adopted International Accounting Standards. +Income return: Is the income derived from a property as a +percentage of the property value. +Interest cover: Interest cover is tested at corporate level and is +calculated by comparing actual net property income received versus +cash interest payable on a 12 month look-back basis. +Joint venture: Is an entity in which the Group holds an interest +on a long-term basis and is jointly controlled by the Group and one or +more ventures under a contractual arrangement whereby decisions +on financial and operating policies essential to the operation, +performance and financial position of the venture require each joint +venture partner’s consent. +Leasing events: Long-term and temporary new lettings, lease +renewals and lease variations within investment and joint +venture properties. +Like-for-like ERV growth: Is the change in ERV over a period on the +standing investment properties expressed as a percentage of the +ERV at the start of the period. +Like-for-like footfall: Is the movement in footfall against the same +period in the prior period, on properties owned throughout both +comparable periods, aggregated at 100% share. +Like-for-like net income: Is the change in net income on properties +owned throughout the current and previous periods under review. +This growth rate includes revenue recognition and lease accounting +adjustments but excludes properties held for development in either +period, properties with guaranteed rent reviews and asset +management determinations. +Long-term leasing deals: Are leasing deals with a fixed term certain +of at least one year. +Loan to Value (LTV): Is the ratio of gross debt less cash, short-term +deposits and liquid investments to the aggregate value of properties +and investments. LTV is expressed on a proportionally consolidated +basis. +Mark to market: Is the difference between the book value of an asset +or liability and its market value. +MSCI: MSCI Inc produces independent benchmarks of property +returns and NewRiver portfolio returns. +Net equivalent yield (NEY): Is the net weighted average income +return a property will produce based upon the timing of the income +received. In accordance with usual practice, the equivalent yields +(as determined by the external valuers) assume rent received +annually in arrears and on values before deducting prospective +purchaser’s costs. +195NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_198.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_198.txt new file mode 100644 index 0000000000000000000000000000000000000000..9986a1cf6f92533f631ec5b8ff7a7d15bc0b1c2c --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_198.txt @@ -0,0 +1,69 @@ +Directors +Margaret Ford +(Non-Executive Chairman) +Allan Lockhart +(Chief Executive Officer) +Will Hobman +(Chief Financial Officer) +Alastair Miller +(Non-Executive Director) +Dr Karen Miller +(Non-Executive Director) +Charlie Parker +(Non-Executive Director) +Colin Rutherford +(Non-Executive Director) +Company Secretary +Kerin Williams +Registered office +89 Whitfield Street +London +W1T 4DE +Company Number +10221027 +Brokers +Liberum Capital Limited +Ropemaker Place, Level 12 +25 Ropemaker Street +London +EC2Y 9LY +Jefferies International Limited +Vinters Place +68 Upper Thames Street +London +EC4V 3BL +Shore Capital Limited +Cassini House +57 St James’s Street +London +SW1A 1LD +Company Information +Financial adviser +Kinmont +5 Clifford Street +London +W1S 2LG +Auditor +PricewaterhouseCoopers LLP +1 Embankment Place +London +WC2N 6RH +Legal Advisers +CMS Cameron McKenna Nabarro Olswang LLP +Cannon Place +78 Cannon Street +London +EC4N 6AF +Tax Advisers +BDO LLP +55 Baker Street +London +W1U 7EU +Registrars +Link Group +10th floor +Central Square Wellington Street +Leeds +LS1 4DL +196 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Financial statements \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_199.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_199.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a668f882ca3b037588231702ea1e9f173aee296 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_199.txt @@ -0,0 +1,13 @@ +This report is printed on paper certified in accordance with the FSC® +(Forest Stewardship Council®) and is recyclable and acid-free. +Pureprint Ltd is FSC certified and ISO 14001 certified showing that it +is committed to all round excellence and improving environmental +performance is an important part of this strategy. +Pureprint Ltd aims to reduce at source the effect its operations have +on the environment and is committed to continual improvement, +prevention of pollution and compliance with any legislation or +industry standards. +Pureprint Ltd is a Carbon / Neutral® Printing Company. +Designed and produced by Black Sun Global +www.blacksun-global.com +The secret instrument is a "trumpet". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_200.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_200.txt new file mode 100644 index 0000000000000000000000000000000000000000..70e09311894700e860d085046cc854ef1644c451 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_200.txt @@ -0,0 +1,7 @@ +NewRiver REIT plc Annual Report and Accounts 2023 +www.nrr.co.uk +NewRiver REIT plc +89 Whitfield Street +London +W1T 4DE +Tel: +44(0) 20 3328 5800 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_28.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..e056091079a9e0b8145b2e39fcb1771317b6b3c9 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_28.txt @@ -0,0 +1,108 @@ +• The Board receives regular updates on market sentiment, +investor relations activity and share price performance +• The Remuneration Committee undertook a review of the +Remuneration policy in consultation with Shareholders for +which Shareholder provided positive support toward the +proposed revisions. +Topics raised +• Continued delivery of the Company’s revised strategy focused on +resilient retail following the pub business disposal in FY22 +• Financial performance +• Operational performance +• Capital allocation +• Portfolio valuation performance +• Progress on the disposal of our Work-Out portfolio +• Progress across our Regeneration portfolio +• Growth of Capital Partnerships +• Sustainability +• Retailer challenges and opportunities +• Macro-economic themes including how inflation and rising energy +costs impact our retailer +How did we respond? +• Post pandemic virtual engagement continue to form a part of our +Investor Relations programme, allowing us to capitalise on +effective use of management time, engaging with international and +regionally based investors, and helping reduce associated carbon +emissions +• Our investor feedback has helped enhance our disclosures and +the supplementary information provided in results materials. +OUR LENDERS +We have strong working relationships with +our banks, bondholders and rating agency +who in turn help provide funding to facilitate +our strategy. +As part of this, we are in regular dialogue to ensure our banks and +bondholders understand the Company’s strategy and targets. These +relationships have helped ensure that the business remains in a +strong and flexible financial position with a fully unsecured balance +sheet. This structure is highly efficient and covenant-light, affording +us significant operational flexibility. +Board Engagement during the year +How did we engage? +• The CFO and finance team held regular meetings with our +relationship banks, bondholders and rating agency to ensure +that they are kept up to date with business strategy, developments +and performance +• Held meetings with our Bondholders as part of our FY22 and +HY23 results roadshow +• Debt structure and current and future debt requirements are +considered by the Board on a regular basis as part of the +CFO’s review +OUR SHAREHOLDERS +Our shareholders are the ultimate owners +of our business. In order to deliver on all +our ambitions for the communities we are +invested in, it is critical that our shareholders +continue to understand and support the +Company’s strategy, business model, +investment case and progress. +We have an active engagement strategy, supported by our corporate +brokers, providing our shareholders with frequent business updates, +regular meetings, both in person and online, and on-site visits. +Where appropriate, our Board and members of the Executive +Committee will engage with shareholders. +The comprehensive calendar of investor engagement includes the +AGM, regulatory announcements and non-regulatory news flow, +conference calls and shareholders roadshows, as well as regular +contact with financial analysts, financial media, investors, private +client fund managers, retail investors and equity sales teams. Regular +and targeted engagement ensures that our strategy, business model +and investment case are well understood by shareholders and the +wider market. +Board Engagement during the year +How did we engage? +• Focused virtual and face to face investor meetings with +the CEO and CFO with a revival of face to face meetings +• Engagement includes the AGM, regulatory announcements, +conference calls and investor roadshows, as well as regular +contact with financial analysts, financial media, investors, private +client fund managers, retail investors and equity sales teams +• As well as institutional investors, we engage with retail investors +via direct communications, our website, media, Annual General +Meetings (AGM) and platforms including Investor Meet, hosting +a dedicated retail investor presentation at our half year results +• Our relaunched corporate website contains comprehensive +information about our business, regulatory news and press +releases alongside information about our approach to +Environmental, Social and Governance (ESG) issues +• Management engaged with 96 investors during the year, including +shareholders and non-holders, and institutional and +retail investors +• We hosted our first post-pandemic in-person results presentation +to analysts in November 2022 for our HY23 Results – a live audio +webcast was also available our website with a replay function +• The 2022 AGM was again held as a physical meeting and was +attended by all of the Board. Recognising that some shareholders +may not have been comfortable attending in person, we provided +opportunities for shareholders to submit questions via email and to +attend via conference call +• The Board reviews and approves material and communications +with investors, namely trading updates, results announcements, +the Annual Report and Accounts, and significant business events +and transactions. +• The respective Committee Chairs engage with shareholders on +significant matters related to their specific areas of responsibility +26 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Stakeholder engagement continued +The secret object #5 is a "towel". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_29.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..0a2cfc706a5b5e0832a46507b7255d231dea7293 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_29.txt @@ -0,0 +1,80 @@ +Fitch Affirmed NewRiver’s +Investment Grade Credit Ratings +Fitch Ratings affirmed our Long-Term Issuer Default Rating +(IDR) at ‘BBB’ with a Stable Outlook, senior unsecured rating +at ‘BBB+’ and Short-Term IDR at ‘F2’. The senior unsecured +rating applies to NewRiver’s £300 million unsecured bond +dated 2028. +“In the affirmation of our investment +grade credit ratings, Fitch has again +recognised NewRiver’s differentiated +position in the UK retail market, focused +on providing essential goods and +services to consumers on rental terms +affordable to retailers. This focus on +resilient retail, alongside our best in +class operating platform and the +strength of our balance sheet, means +we feel well positioned despite the +challenging backdrop.” +Will Hobman +Chief Financial Officer +Topics raised +• Performance of retail operations including occupier trading, rent +collection, leasing, and occupancy +• Retail property valuations +• Progress of the disposal of our Work-Out portfolio +• Progress of our Regeneration projects +• Broader activity within the retail investment market +• Interest rate environment +How did we respond? +• Actions taken in FY22 mean we have no maturity on drawn debt +until March 2028 and no exposure to interest rate rises on our +drawn Group debt facility +• In December 2022 Fitch Ratings affirmed NewRiver’s Long-Term +Issuer Default Rating (IDR) at ‘BBB’ with Stable Outlook, our senior +unsecured rating at ‘BBB+’ and Short-Term IDR at ‘F2’ +• We worked with two companies to undertake scenario stress +testing to predict the projected probability of failure of our +occupiers and assess their rental cashflow stability factoring in +increased pressures on retailer margins. +OUR LOCAL AUTHORITIES +We are proud to work in partnership with circa +60 different local authorities across the UK to +help regenerate and protect the towns we are +invested in to create long-term social and +economic growth. +Board Engagement during the year +How did we engage? +• Non-Executive and Executive Directors attended various senior- +level meetings with local authorities and public sector focused +organisations, alongside the asset and development team, meeting +all levels including Chief Executives and the wider cabinet, +Planning Officers, Regeneration Officers and also local Councillors, +to steer the regional strategy that will impact the social and +economic long-term viability of a town which has a direct impact on +our own assets +Topics raised +• Appreciation of Council priorities across the borough and the +significance of private sector-led regeneration +• Allocation of resources to the local authority planning team +• Local authority support for marginal regeneration projects that +bring a positive Benefit:Cost Ratio (BCR) +How did we respond? +• Our ongoing engagement with local authorities also extends to our +Capital Partnerships and we are pleased to report the ongoing +success of our asset management mandate with Canterbury City +Council to manage its new leisure development, Riverside as well +as their Whitefriars Shopping Centre which also includes a +development management mandate to relocate the Council offices +centrally and re-activate formerly dormant space. +OUR CAPITAL PARTNERSHIPS +As part of our growth strategy we have been expanding our Capital +Partnerships. We have created a standalone spread of this strategy in +more detail. +Please refer to page 44 +OUR ENVIRONMENT +Please read our comprehensive ESG Strategic Report to find out +about our about commitment and progress. +Please refer to page 54 +27NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_38.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..bd7adc235ab0cf0832a66a4fa3f7131bf58383a4 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_38.txt @@ -0,0 +1,37 @@ +As at 31 March 2023, Retail Parks accounted +for 28% of our portfolio, totalling 14 assets. +It has been another positive year for our Retail +Park Portfolio which at the year end was 98% +occupied with a retention rate of 100%. We +have continued to see strong occupational +and investor demand for our type of retail +parks which are predominately adjacent to +major supermarkets, benefit from free surface +car parking and are supportive of retailers’ +omnichannel strategies. + +Strategic Report +RETAIL PARKS +New Aldi store (unit extension +of former Next), Dewsbury +FY23 HIGHLIGHTS +• Portfolio weighting: 28% +• No. assets: 14 +• NIY %: 7.0% versus MSCI Retail Warehouse NIY of 6.2% +• Average lot value: £17.2 million +• Key occupiers: B&M, TK Maxx, Halfords, Aldi +• Occupancy: 97.5% +• Retention rate: 100% +• Rent collection: 99% +• Affordable average rent: £12.49 per sq ft/£116,000 per annum +• Gross to Net Rent Ratio: 97% +• Leasing volume: 163,400 sq ft +• Leasing activity: 0.8% ahead of valuer ERV +• Average CAGR FY21-FY23: 0.6% on 12.3yr average +previous lease period +• Total Return 4.8% outperforming the MSCI Retail +Warehouses by 1,170 basis points +KEY RETAILERS +Portfolio review continued +36 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_39.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..bd1690446b58946c8a37e446c3be1f0f6d114f27 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_39.txt @@ -0,0 +1,87 @@ +26.1% +-4.2% +0.8% +FY21 FY22 FY23 +13.3% +-0.6% +-1.5% +0.6% +FY21 FY22 FY23 average +98% +92% +100% +FY21 FY22 FY23 +97.1% +97.6% +97.5% +FY21 FY22 FY23 +Selected highlights Include: +• Barrow-in-Furness, Hollywood Retail & Leisure Park: This retail +park provides the key retail and leisure to the town with the only +Vue cinema in the catchment and benefits from an occupier line up +of Aldi, TK Maxx, Curry’s, Dunelm, McDonalds and KFC. The offer is +to be further strengthened with the introduction of Smyth Toys +having exchanged an Agreement for Lease for a 15 year term +replacing the former Bingo operator which we served our landlord +break notice on. The only remaining vacant unit is a 3,100 sq ft pod +which is under offer to a national veterinary company, which will +bring a great community use to the Retail Park. +• Cardiff, Valegate Retail Park: We completed an Agreement for +Lease with Poundland for a 27,000 sq ft store at a rent of +£270,000 pa and a 10,000 sq ft letting to Boulders, an indoor +climbing centre, at a rent of £100,000 per annum on a 15 year +lease and both transactions were in line with the valuer’s ERV. This +discount led 94,000 sq ft retail park, adjacent to a dominant Marks +& Spencer and Tesco Extra, is now fully let. +• Dewsbury, Rishworth Centre: At our fully-let retail park in +Dewsbury, we opened a brand new 19,500 sq ft store for Aldi +following the completion of extension works to the former Next +store. Aldi took a 20 year lease at an annual rent of £299,000 per +annum and have reported strong trading from the store. The park +is now fully let with Aldi joining Shoezone, Iceland, Halfords and +Pets at Home on the park. +• Dumfries, Cuckoo Bridge Retail Park: We received planning +consent and exchanged an Agreement for Lease with Food +Warehouse to create a new 12,500 sq ft food store which will +benefit from trading adjacent to a successful Tesco superstore. We +are in active discussions with a discount gym operator on the final +vacant unit which will make the park 100% let, further +strengthening this excellent supermarket, DIY and discount +anchored park. +• Inverness, Glendoe and Telford Retail Parks: Throughout the year +we have completed a number of lettings on the park, improving the +occupier line-up and increasing the WAULT. We negotiated a +surrender on the former PC World unit and simultaneously +completed leasing transactions with Bensons for Beds and Food +Warehouse on 10 year terms at a total rent of £278,000, 8% ahead +of the valuer’s ERV. We served the landlord break notice on +Poundstretcher in order to create space for Poundland and agreed +a reversionary lease with B&M, adding a further 10 years to the +term. +• Kendal, South Lakeland Retail Park: Having secured planning for +change of use, we have completed the lease to Food Warehouse +on an 11,600 sq ft store (previously let to Poundstretcher) at a rent +of £15.50 per sq ft on a 10 year lease. Food Warehouse joins an +already strong retailer line up including B&M, Pets at Home, +Halford and Currys, adjacent to a Morrisons supermarket. +• Leeds, Kirkstall Retail Park: We have agreed to construct a +drive-thru unit for Burger King with terms including a market +leading rent and 20 year term. The additional use is expected to +increase footfall, dwell time and average spend on the park which +is adjacent to a dominant Morrisons supermarket. +• Wirral, Eastham Point: We continued our successful partnership +with the Co-op in their convenience store expansion programme, +delivering a modern new 5,300 sq ft store which features +self-service checkouts and a hot food to go section too. Co-op +took a 15 year lease at a rent of £70,000 per annum. Kutchenhaus +also took a new 10 year lease for a new store and together these +lettings bring the park to 100% occupancy. +Strong leasing pricing +1% +CAGR +-1.5% +Retention rate +100% +Occupancy +98% +37NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_4.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..8386cb19ea55b7e385f51c6b06a1adda39b7bc65 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_4.txt @@ -0,0 +1,55 @@ +2 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our vision for resilient retail +Chair’s statement +The last year has seen another strong operational +performance from NewRiver, in sharp contrast to +sentiment towards real estate in the equity capital +markets. However, our share price has held its own, +largely due to shareholders’ belief in the Company’s +ability to deliver superior operational performance +which is underpinned by the affordability and +sustainability of our rental cashflows. +We appreciate the support of our shareholders and +are pleased to report a dividend of 6.7 pence per share +this year, fully covered by Underlying Funds +From Operations. +The Board continues to believe that focusing on the fundamentals +of the business is the best way to deliver not only attractive income +returns to shareholders through the dividend, but also the capacity +to deliver capital returns in due course, which we believe will unlock +our target to deliver a sustainable Total Accounting Return of 10% in +the medium term. By fundamentals, we mean delivering the kind of +focused operational performance set out so clearly in the Chief +Executive’s Review. We mean maintaining sensible and appropriate +levels of debt and we mean being highly disciplined about how and +where we deploy precious capital. +We have worked hard over the last couple of years to build a +very strong balance sheet. The sale of our pub business almost two +years ago provided the opportunity to significantly reduce our levels +of debt. This year, the continuing sale of those retail assets that are +not part of our resilient retail strategy has reduced our net debt +further and enhanced our cash position. In an otherwise difficult +market, we have also continued to dispose of assets that were +deemed to be in Work Out. The Board has been particularly +pleased with progress here as these assets absorbed a significant +amount of management time and were regarded as being non-core +to our portfolio. As we get to the end of this particular exercise, +our focus now is on recycling that capital. +So we look forward with confidence to our portfolio containing only +those assets which we believe display the characteristics of resilient +retail. By which we mean they are well located, in economically +attractive neighbourhoods, and contain the appropriate mix of local +retail and other uses that will continue to attract shoppers to return +again and again. +“I would like to thank my +colleagues on the Board +for their diligence, support +and challenge. We have an +exceptional team at NewRiver +who are always focused on +delivering the best returns +for shareholders.” +Baroness Ford OBE +Non-Executive Chair +Strategic Report diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_40.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..d7c2cc85a5f143d0836e95d9fb0fde188a356d3a --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_40.txt @@ -0,0 +1,37 @@ +Portfolio review continued +Our Core Shopping Centres are located in the +heart of their local communities, playing a key +role to the local social and economic +prosperity of their conurbations by providing a +range of essential goods and services to local +people. Our centres are easily accessible with +short travel times supporting the wider climate +and well-being agenda. +As at 31 March 2023 our Core Shopping +Centre portfolio represented 37% of our total +portfolio value and comprises 14 core +community shopping centres with an +occupancy of 98%. +FY23 HIGHLIGHTS +• Portfolio weighting: 37% +• No. assets: 14 +• NIY 9.6% versus MSCI Shopping Centre NIY of 7.5% +• Average lot value: £19.0 million +• Key occupiers: Primark, Superdrug, M&S, Poundland, Boots, Next +• Occupancy: 97.7% +• Retention rate: 90% +• Rent collection: 98% +• Affordable average rent: £13.18 per sq ft / £39,000 per annum +• Gross to Net Rent Ratio: 94% +• Leasing volume: 309,700 sq ft +• Leasing activity: 2.3% ahead of valuer ERV +• Average CAGR FY21-FY23: -0.8% on 9.9yr average previous +lease period +• Total Return 10.3% outperforming the MSCI Shopping +Centres by +1,540 basis points +KEY RETAILERS +The Avenue Shopping Centre, +Newton Mearns +CORE SHOPPING CENTRES +38 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_41.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..bfed46747d34ba55345188aac311d414942c25bf --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_41.txt @@ -0,0 +1,86 @@ +• Hastings, Priory Meadow: We completed a lease with Black +Sheep Coffee post year end on a 20 year lease term at £60,000 +per annum on one of the last remaining vacancies and a new +12,000 sq ft unit for The Gym which is open 24 hours a day and is +helping contribute to enhanced footfall and supplementary spend +at the centre. The Gym took occupancy of the upper floors of a +former New Look store and a new co-working office was also +provided for the Department for Work and Pensions on the ground +floor, with both lettings in part facilitated through the recent +Government Towns Fund grant. +• Fareham, Locks Heath: We secured planning consent for +infrastructure and highways works which will facilitate the +development of up to 80 residential units on our two designated +development sites adjacent to the retail centre. Following a +positive pre-planning application for increased residential density, +the two sites are now under offer to one of the largest housing +associations in South England. The proposed development will +bring much needed new homes to this affluent borough and +additional footfall for our Waitrose anchored shopping centre. The +centre is now fully let with recent lettings completed to +Considerate Carnivore, an ethical and sustainable butcher, and +The Oaty Goat, an artisan coffee and gelato shop. +• Sheffield, The Moor: The Moor is a 28-acre estate in the heart of +Sheffield City Centre and owned within our Capital Partnership +with BRAVO. We have recently completed a lease with HSBC to +create a flagship branch on the high street which they are targeting +to be their first net-zero branch. This lease transaction was secured +on a 10 year lease 12.5% ahead of the valuer’s ERV at a rent of +£225,000 per annum. +• Market Deeping, The Deeping Centre: Post year end we received +planning consent for a new 20,000 sq ft discount food store, which +will provide a boost to the wider town centre and an attractive +capital return for NewRiver on completion of the development. +Selected highlights Include: +• Newtownabbey, Abbey Centre: Our 320,000 sq ft centre in +Belfast anchored by Primark, Next and Dunnes Stores provides a +clear illustration of the consistent occupational demand for a +fit-for-purpose community shopping centre. Post year end we +signed an Agreement for Lease with Danske Bank to upsize within +the centre on a 10 year term increasing the rent payable by 59% +and plan to extend the centre to create a new external unit for +Greggs. Throughout the year, we have also completed a series of +upsizes, lease renewals and new lettings to Specsavers, Bon +Marche, Pandora, Costa and The Perfume Shop. +• Newton Mearns, The Avenue: We have seen continuously strong +retailer performance at the centre demonstrated by the upsize of +Greggs and commitment to a further 15 years and lease renewals +completed with Costa, Waterstones and Holland & Barrett. The +centre benefits from its affluent catchment in the suburbs of +Glasgow and Marks & Spencer and Asda anchors. +• Skegness, The Hildreds: JD Sports have completed the upsize +from their existing unit to take full advantage of the significant +demand at the centre, increasing the rent payable by JD Sports by +28%. Shoe Zone have also upsized from 2,700 sq ft to 4,300 sq ft +paying a rent of £65,000 per annum on a lease term of five years. +Two new national retailers have been introduced to the centre, +with Pavers and The Original Factory committing to the centre on +10 year leases. +10% +0.4% +2.3% +FY21 FY22 FY23 +Strong leasing pricing +2% +0% +-0.8% +FY21 FY22 FY23 +-0.9% +-1% +average +CAGR +0% +88% +89% +90% +FY21 FY22 FY23 +Retention rate +90% +96.5% +96.6% +97.7% +FY21 FY22 FY23 +Occupancy +98% +CORE SHOPPING CENTRES +39NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_42.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..cebc613db256bb130e5c2a1867979cebcecb98bc --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_42.txt @@ -0,0 +1,85 @@ +Portfolio review continued +WORK OUT +Our Work Out portfolio represents 11% of our portfolio and comprises +assets which we intend to dispose of or complete turnaround +strategies for. Since the Half Year, we have completed the disposals of +shopping centres in both Wakefield and Darlington, with the remaining +sales and turnaround strategies to be completed by the end of FY24. +The key turnaround strategies include: +• Cardiff, Capitol Shopping Centre: We are planning the wholesale +repositioning of the asset to competitive and social leisure with an +enhanced F&B provision. The Capitol Shopping Centre sits +alongside the Council’s major upgrade to the wider area which will +improve the infrastructure and public realm, including reinstating a +stretch of canal next to the Centre’s entrance, and is due to +complete in the Autumn 2023. We are in advanced discussion with +a national competitive and social leisure operator to occupy circa +115,000 sq ft of the centre which will be the catalyst for the Food & +Beverage lettings on the remainder of the centre. +• Kilmarnock, Burns Mall: We are working collaboratively with the +Council on plans to demolish the former BHS to create a surface car +park to be let to the Council on a long-term lease and upsize key +occupiers within the centre. We are confident that the removal of +surplus retail, improvement in public realm and accessibility will +revitalise the centre. The works are to be part funded by the Council. +• Paisley, The Piazza: The centre is the principal retail offering within +the town centre and has strengthened following the planned +re-development of the neighbouring weaker shopping centre +within the catchment, therefore removing significant surplus retail +supply from the town. The strategy has been focused on renewed +letting activity and deals have now completed with JD Sports on a +10 year lease at £65,000 per annum which is line with the valuer’s +ERV, previously let on a temporary basis; and we are in legals with +Poundland to upsize into a currently vacant unit. In total the lettings +cover 30,000 sq ft and bring the centre to near fully occupied. +• Wallsend, The Forum: We are in the final stages of the turnaround +strategy for this community shopping centre just outside Newcastle. +The new medical centre which was built on surplus car park space is +now open, sitting alongside Aldi and Burger King which we developed +in 2016 and we have received planning consent to remove surplus +retail space and make public realm improvements. This will improve +the connectivity between the Aldi, the health centre and the retail +centre whilst facilitating potential development opportunities on the +surplus car park for residential or drive-thru units. +• Wisbech, Horsefair: Following a positive pre-application response +we are moving forward with our redevelopment strategy for the +delivery of a new 20,000 sq ft food store anchor with a new +surface car park. Once we have agreed terms to pre-let the new +store we will submit a planning application for which following the +pre-application, we are confident of securing and on delivery of the +food store the centre will be fully let and help boost footfall to the +centre and town. +Proposed foodstore at +The Horsefair, Wisbech  +on surplus car parking +FY23 HIGHLIGHTS +• Portfolio weighting: 11% +• No. assets: 9 +• NIY %: 9.4% versus MSCI Shopping Centre NIY of 7.5% +• Average lot value: £7.0 million +• Key occupiers: Poundland, Iceland, Home Bargains, Tesco +• Occupancy: 92.8% +• Retention rate: 89% +• Rent collection: 97% +• Affordable average rent: £9.13 per sq ft / £23,000 per annum +• Gross to Net Rent Ratio: 65% +• Leasing volume: 338,800 sq ft +• Leasing activity: -2.1% below valuer ERV +• Average CAGR FY21-FY23: -0.4% on 6.7yr average previous +lease period +• Total Return 0.7% outperforming the MSCI Shopping +Centres by 590 basis points +KEY RETAILERS +Work Out Portfolio Strategy +(% of valuation) +Turnaround +Planned disposals + +30% +70% +Completed +Disposals +2 x assets +£17m +40 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_43.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..98eb9b289f5fb67219dc7b9b978004eeff0842f4 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_43.txt @@ -0,0 +1,61 @@ +REGENERATION +Broadway Shopping Centre, +Bexleyheath +FY23 HIGHLIGHTS +• Portfolio weighting: 23% +• No. assets: 3 +• NIY %: 5.9% versus MSCI Shopping Centre NIY of 7.5%: +• Average lot value: £46.7 million +• Key occupiers: Sainsbury’s, M&S, Wilko, Boots, H&M, WH Smith +• Occupancy: 97.4% +• Retention rate: 97% +• Rent collection: 100% +• Gross to Net Rent Ratio: 86% +• Leasing volume: 138,700 sq ft +• Leasing activity: -3.9% ahead of valuer ERV +• Average CAGR FY21-FY23: -0.7% on 9.4yr average +previous lease period +• Total Return -9.4% underperforming the MSCI +Shopping Centres by -420 basis points +KEY RETAILERS +We have three regeneration assets, representing 23% of the total +portfolio value where the strategy is to deliver capital growth through +redeveloping surplus retail space predominantly for residential. +• Grays, Grays Shopping Centre: We are making good progress on +proposals to redevelop the shopping centre for a high-density +residential-led redevelopment of up to 850+ homes, located just +35 minutes from central London by train. Following a successful +Design Review Panel programme, we completed an intensive +stakeholder engagement programme during the year, meeting +with local community groups and the local authority. Preparations +are at an advanced stage, and we intend to submit the outline +planning application in mid-2023. +• Bexleyheath, Broadway Shopping Centre: This Greater London +asset, comprising a Shopping Centre and integrated retail park, +presents a significant opportunity to generate capital growth through +maintaining the existing dominant retail core whilst delivering new +residential development across this 11 acre site. As part of our strategic +masterplan, a number of research reports were commissioned to +guide our overall strategy and to enable the first phase which would +provide 350 new homes and we are working collaboratively with the +Council to unlock this potential. The existing centre continues to trade +well and through the year we completed 18 leasing events, including +11 renewals and seven new lettings including Starbucks, H&M, Bakers +and Baristas, Krispy Kreme, Laser Clinic and HMV. +• Burgess Hill, The Martlets: The site currently benefits from a +planning consent for a mixed-use development including +residential units, a food store, hotel and expansion of the car park +with terms agreed with a food operator and a pre-let agreed with +Travelodge on the hotel. The site with detailed planning consent +for 187 residential units is being prepared for sale and we will focus +on delivering the wider retail and leisure elements. +Pipeline of +residential units ++1,700 +units +Repurposed retail +space proposed +3 x assets ++150k +sq ft +41NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_44.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..437aeed424a5e89dd17a9fb499354c3972cc94ff --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_44.txt @@ -0,0 +1,15 @@ +42 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Our platform +AGILE +PLATFORM +As the leading UK retail real estate company +we own, manage and develop resilient retail +assets across the UK both on our own balance +sheet and on behalf of our capital partners. +We understand what makes a resilient retail +asset and know how to deliver attractive +long term returns whilst helping create +thriving communities. +RESILIENT RETAIL +42 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_45.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..6e8ffe7f9c9e168e2712cf4cd4c5e1d5abeb4633 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_45.txt @@ -0,0 +1,79 @@ ++550bps ++750bps ++480bps ++490bps ++40bps ++250bps +Income ReturnCapital GrowthTotal Return +5 year +Our Portfolio +We specialise in owning, managing and developing resilient retail +assets throughout the UK and have hand-picked our 7 million sq ft +portfolio of community shopping centres and conveniently located +retail parks, which are occupied by tenants predominately focused on +essential goods and services compatible to omni-channel retailing. +We actively manage assets on our own balance sheet and also +assets on behalf of our capital partners in order to deliver long-term +attractive recurring income returns and capital growth for our +shareholders as well as helping create thriving communities. +Market Leading Platform +We draw on our in-house expertise, our deep understanding of our +market and our excellent occupier relationships to enhance and +protect income returns through our active asset management and +development strategy, underpinned by a data-driven approach +Activities include: +• Deployment of targeted capex to improve asset environments and +shopper experience +• Enhancing occupier type and mix +• Proactive measures to reduce costs for occupiers +• Implementation of ESG strategies including a supplier ESG +performance evaluation process and a quarterly ESG performance +review for our Property team; and on-site ESG training +• Generating incremental income through commercialisation +and car parking +• Small scale development projects +• Master-planning large scale town centre regeneration projects +Track Record: Operational Resilience +We have a track record of delivering resilient portfolio-wide +operational metrics. Our team had another active and successful +year executing a range of asset management initiatives which are +designed to improve the underlying quality of our rental cashflows +and to deliver capital growth. +Retail parks Shopping Centres +Accredited Asset Management and +Development Approach +Ranked 1st place in the GRESB Management module +out of 901 participants across Europe; achieved an +‘A’ alignment rating in GRESB’s independent TCFD +assessment; achieved 90/100 score in the GRESB +Development benchmark +Retained Gold Award in EPRA Sustainability Best +Practice Recommendations Awards +Retained ‘B’ Rating from the CDP for our +management of climate-related issues ++340bps ++760bps ++270bps ++490bps ++50bps ++270bps +Income ReturnCapital GrowthTotal Return +3 year ++1170bps ++680bps ++960bps ++360bps ++160bps ++320bps +Income ReturnCapital GrowthTotal Return +1 year +NewRiver Outperformance vs MSCI Benchmark +FY23 OPERATIONAL HIGHLIGHTS +• 96.7% occupancy +• 98% rent collection +• 92% retention rate +• £11.98 affordable average rent +• +1.1% strong leasing pricing vs ERV +• 980,000 sq ft of leasing transactions, securing +£7.9 million of annualised income +43NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_46.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..8fb0a6770321365d00834cd4bbbc3add6e2fcc97 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_46.txt @@ -0,0 +1,62 @@ +Capital Partnerships are an important +part of our business, contributing to +overall earnings growth, by allowing us +to acquire assets in a capital light way +and receive proportional rental income. +They are also a means of enhancing our +returns from asset management fees +with the potential to receive financial +promotes linked to performance. +Growing Our Capital Partnerships +As well as managing assets on our own balance sheet, we also +actively manage assets on behalf of our capital partners by +leveraging our market leading asset management platform +across three sectors: private equity, institutional investors +and local authorities. +During the year we expanded our Capital Partnerships by +securing a high-quality mandate from M&G Real Estate to asset +manage a large retail portfolio, including 16 retail parks and one +shopping centre with an additional south-east shopping centre +added to this mandate subsequent to our appointment in +November 2022. +Capital Partnerships are an important part of our business, +delivering earnings growth in a capital light way through asset +management fees, a share of rent and the potential to receive +financial promotes. We currently asset manage 19 retail parks +and five shopping centres across 5 million sq ft. +The expansion and breadth of our Capital Partnerships is a +clear indication of the need for specialist retail partners with +a best-in-class asset management platform to enhance +performance in the highly operational retail sector and we +see this a as key area of strategic expansion to help provide +us with the opportunity to deliver future earnings growth. +Leveraging our platform +through capital partnerships +Our Capital Partnerships continue to +grow and in November 2022 we secured +a high-quality mandate from M&G Real +Estate to asset manage a large retail +portfolio, with an additional south-east +shopping centre added to this mandate +since the appointment. The portfolio +currently comprises 16 retail parks and +two shopping centres. +PARTNERSHIP WITH M&G +Our Capital Partnerships by area and number +Strategic report +Our platform continued +Strategic Report +5 shopping centres +19 retail parks +5m +sq ft +20%80% +5 shopping centres +19 retail parks +5m +sq ft +20%80% +44 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Strategic reportStrategic Report +The secret shape is a "rectangle". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_47.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..72923642a8cd91b310e3afdaf4f2597d818d032a --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_47.txt @@ -0,0 +1,71 @@ +Advancing our Capital Partnerships +Our market leading asset management platform is leveraged through +capital partnerships in three sectors: +Festival Retail Park, Hanley, +Stoke-on-Trent (M&G) +with M&G Real Estate +across two shopping centres +and 16 retail parks +with Canterbury City Council +across two shopping centres +in Canterbury. +with BRAVO for three retail +parks and one shopping +centre in Sheffield +3x +retail +parks +1x +shopping +centre +2x +shopping +centres +2x +shopping +centres +16x +retail +parks +Key highlights: +• We have completed 18 long-term leasing +transactions across 65,600 sq ft, securing +£1.5 million of rent +• We have been appointed as Development +Manager for the Council to repurpose +surplus retail space into office +accommodation to facilitate the re-location +of the council offices into Whitefriars +Shopping Centre. +Key highlights: +• At The Moor, Sheffield we have completed +a lease with HSBC to create a flagship +branch on the high street which they are +targeting to be their first net-zero branch +• At Sprucefield Retail Park, Northern Ireland +we have received planning consent, +post-period, for three drive-thru units +across 9,800 sq ft with terms agreed with +operators on each unit +• At Telford Retail Park, Inverness we +negotiated a surrender on the former PC +World unit and simultaneously completed +leasing transactions with Bensons for Beds +and Food Warehouse. +Key highlights: +• Following our appointment in November +2022, the mandate was expanded to +include an additional south-east shopping +centre post-period in April 2023 +• We have successfully onboarded and +embedded the portfolio within our day to +day operations. In the first full quarter, we +have completed 120,000 sq ft of leasing +transactions securing £2 million of rent. +45NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +PRIVATE +EQUITY +LOCAL +AUTHORITIES +INSTITUTIONAL +SECTOR \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_48.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..50e77b6e3698366d6bc854057f5a78a73cd8c263 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_48.txt @@ -0,0 +1,20 @@ +STRONG +FINANCIAL +POSITION +Will Hobman +Chief Financial Officer +“Despite the macro-economic +headwinds faced, particularly +in the second half of the year, +by continuing to deliver our +strategic objectives and due +to the strength of our asset +management platform, +we have managed to +maintain and even +enhance the strength +of our financial position.” +RESILIENT RETAIL +46 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Finance review \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_49.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..da6e88c7cbbb6c0a4e23d1da7d8ab4f13f2fdb9d --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_49.txt @@ -0,0 +1,106 @@ +Finance review +Despite the macro-economic headwinds faced, particularly in +the second half of the year, by continuing to deliver our strategic +objectives and due to the strength of our asset management +platform, we have managed to maintain and even enhance the +strength of our financial position while sustaining the operational +momentum that has built over the last two years. +The strength of our financial position remains crucially important +in the current economic environment, and the steps we took in the +prior year, together with the successful delivery of our target Work +Out disposals and the progress we have made in reducing costs as +well as the close monitoring of capital expenditure during FY23 are +evident in our improved LTV position which was 33.9% at 31 March +2023, reduced from 34.1% in March 2022 and 50.6% in March 2021. +This has been achieved by reducing absolute levels of net debt +(from £493.3 million in March 2021 to £201.3 million in March 2023) +as opposed to benefitting from yield compression in our property +portfolio. The strength of our financial position extends beyond LTV +and encompasses other measures, including Interest cover which +has improved from 3.5x in FY22, to 4.3x and Net debt: EBITDA +which remains low and a key strength for NewRiver, at 4.9x. +Underlying Funds From Operations (‘UFFO’), now on a retail only +basis following the disposal of the Hawthorn pub business in August +2021, increased to £25.8 million from £20.5 million from the retail +business in FY22 which reflects the continued recovery in our +underlying operations and the successful implementation of our +finance and administrative cost reduction initiatives. Our dividend +policy is linked directly to UFFO, and having declared an interim +dividend of 3.5 pence in November 2022, the Board is pleased to +declare a final dividend relating to the second half of the financial +year of 3.2 pence per share. This brings the total FY23 dividend +to 6.7 pence, representing 80% of UFFO per share of 8.3 pence. +IFRS loss after tax for FY23 was £16.8 million including a non-cash +reduction in portfolio valuation of £37.4 million, improved from the +prior year (FY22: loss of £26.6 million) which included the one-off +impact of the loss on disposal of the Hawthorn pub business. +Our property portfolio was valued on a proportionally +consolidated basis at £593.6 million as at 31 March 2023, +compared to £649.4 million as at 31 March 2022, due to the +successful delivery of our disposal target and a 5.9% portfolio +valuation decline. The majority of the valuation decline, 4.7% of the +total 5.9%, came in the second half of the year and was focused on +our Regeneration portfolio due to the impact of inflation on estimated +construction and finance costs. Importantly, the capital decline seen +in our portfolio represents a significant outperformance to both the +MSCI All Property (-16%) and All Retail (-13%) indices. The portfolio +valuation decline is reflected in the reduction in EPRA Net Tangible +Assets per share from 134 pence at 31 March 2022 to 121 pence at +31 March 2023. We delivered a total accounting return of -4.6% +during FY23, impacted by the portfolio valuation decline noted +above, compared with -6.6% in the prior year. +Key performance measures +The Group financial statements are prepared under IFRS, where the +Group’s interests in joint ventures are shown as a single line item on +the income statement and balance sheet. Management reviews the +performance of the business principally on a proportionally +consolidated basis which includes the Group’s share of joint +ventures on a line-by-line basis. The Group’s financial key +performance indicators are presented on this basis. +OUR HIGHLIGHTS +Retail Underlying +Funds From Operations +£25.8m +FY22: £20.5m +LTV +33.9% +FY22: 34.1% +Retail UFFO +Per Share +8.3p +FY22: 6.7p +Ordinary Dividend +Per Share +6.7p 1 +FY22: 7.4p +IFRS Loss After Tax +£(16.8)m +FY22: £(26.6)m +Admin cost ratio +15.2% +FY22: 16.9% +Total Accounting Return +-4.6% +FY22: -6.6% +Net finance costs +£14.9m +FY22: £19.5m +Net debt +£201.3m +FY22: £221.5m +Interest cover +4.3x +FY22: 3.5x +Weighted average +debt maturity2 +4.7 yrs +FY22: 5.7 yrs +Net debt: EBITDA +4.9x 1 +FY22: 4.6x +1. Due to sale of Hawthorn pub business in August 2021 +2. Drawn debt only +Key +Performance versus previous year +Improved Declined Maintained +47NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_50.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d2c1efb0b0f699e8d1fa47459315a531846dd59 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_50.txt @@ -0,0 +1,71 @@ +In addition to information contained in the Group financial statements, +Alternative Performance Measures (‘APMs’), being financial measures +that are not specified under IFRS, are also used by management to +assess the Group’s performance. These APMs include a number of +European Public Real Estate Association (‘EPRA’) measures, prepared +in accordance with the EPRA Best Practice Recommendations +reporting framework, which are summarised in the ‘Alternative +Performance Measures’ section at the end of this document. We report +these measures because management considers them to improve the +transparency and relevance of our published results as well as the +comparability with other listed European real estate companies. +Definitions for APMs are included in the glossary and the most directly +comparable IFRS measure is also identified. The measures used in the +review below are all APMs presented on a proportionally consolidated +basis unless otherwise stated. +The APM on which management places most focus, reflecting +the Company’s commitment to driving income returns, is UFFO. +UFFO measures the Company’s operational profits, which includes +other income and excludes one off or non-cash adjustments, such +as portfolio valuation movements, profits or losses on the disposal +of investment properties, fair value movements on derivatives and +share-based payment expense. We consider this metric to be the +most appropriate for measuring the underlying performance of the +business as it is familiar to non-property investors, and better reflects +the Company’s generation of profits. It is for this reason that UFFO is +used to measure dividend cover. +The relevant sections of this Finance Review contain supporting +information, including reconciliations to the financial statements and +IFRS measures. The ‘Alternative Performance Measures’ section also +provides references to where reconciliations can be found between +APMs and IFRS measures. +Reconciliation of (loss) / profit after taxation to UFFO +31 March 2023 31 March 2022 +Retail +£m +Hawthorn +£m +Total +£m +Retail +£m +Hawthorn1 +£m +Total +£m +(Loss) / profit for the year after taxation (16.8) – (16.8) 7.0 (33.6) (26.6) +Adjustments +Revaluation of property 38.2 – 38.2 12.3 – 12.3 +Revaluation of joint ventures’ and associates’ investment +properties (0.8) – (0.8) (5.8) – (5.8) +Loss / (profit) on disposal of investment properties 3.8 – 3.8 5.4 (0.8) 4.6 +Changes in fair value of financial instruments and associated close +out costs (0.2) – (0.2) (0.6) – (0.6) +Loss on disposal of subsidiary – – – – 39.7 39.7 +Deferred tax 0.2 – 0.2 0.6 1.9 2.5 +EPRA earnings 24.4 24.4 18.9 7.2 26.1 +Depreciation of property – – – – 0.4 0.4 +Forward looking element of IFRS 9 (0.2) – (0.2) (0.2) – (0.2) +Abortive fees – – – – 0.2 0.2 +Restructuring costs2 – – – 0.9 – 0.9 +Head office relocation costs 0.5 – 0.5 – – – +Share-based payment charge 1.1 – 1.1 0.9 – 0.9 +Underlying Funds From Operations 25.8 – 25.8 20.5 7.8 28.3 +1. Pubs operating performance from 1 April 2021 to 20 August 2021 when the disposal of the Hawthorn business was completed. Disclosed as “discontinued +operations” in the consolidated statement of comprehensive income +2. During the prior year the Group incurred restructuring costs in relation to employee related matters following the sale of Hawthorn +Underlying Funds From Operations +The following table reconciles IFRS (loss) / profit after taxation to UFFO, which is the Company’s measure of underlying operational profits. +48 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Finance review continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_51.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..8bf6a90fe188c5982e891ffa109e5832492d8070 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_51.txt @@ -0,0 +1,64 @@ +Underlying Funds From Operations is represented on a proportionally consolidated basis in the following table. The UFFO commentary that +follows is focused on the continuing retail business. The £7.8 million “Contribution from Hawthorn” in the prior year (discontinued operation) +was analysed in detail in the HY22 and FY22 results materials. +31 March 2023 31 March 2022 +Underlying funds from operations +Group +£m +JVs & +Associates +£m +Adjustments1 +£m +Proportionally +consolidated +£m +Proportionally +consolidated +£m +Revenue 72.2 4.0 – 76.2 77.7 +Property operating expenses (25.1) (0.4) (0.2) (25.7) (25.9) +Net property income 47.1 3.6 (0.2) 50.5 51.8 +Administrative expenses (12.6) (0.1) 1.6 (11.1) (11.7) +Other income 1.4 – – 1.4 – +Operating profit 35.9 3.5 1.4 40.8 40.1 +Net finance costs (14.0) (0.7) (0.2) (14.9) (19.5) +Taxation – (0.3) 0.2 (0.1) (0.1) +Retail UFFO 21.9 2.5 1.4 25.8 20.5 +Contribution from Hawthorn2 – 7.8 +Underlying Funds From Operations 25.8 28.3 +UFFO per share (pence) 8.3 9.2 +Ordinary dividend per share (pence) 6.7 7.4 +Ordinary dividend cover 125% 125% +Admin cost ratio3 15.2% 16.9% +Weighted average # shares (m) 309.7 307.2 +1. Adjustments to Group and JV & Associates figures to remove non-cash and non-recurring items, principally forward looking element of IFRS 9 £0.2 million, +share-based payment charge £(1.1) million, head office relocation costs £(0.5) million, revaluation of derivatives £0.2 million and deferred tax of £(0.2) million +2. UFFO contribution from the Hawthorn business in FY22 prior to its disposal on 20 August 2021 +3. Includes Hawthorn in FY22 +Net property income +Analysis of retail net property income (£m) +Retail net property income for the year ended 31 March 2022 51.8 +Like-for-like rental income 1.2 +Rent and service charge provisions 0.2 +Car park and commercialisation income 1.3 +Other (0.3) +Retail NRI recovery 2.4 +Net disposals (3.7) +Retail net property income for the year ended 31 March 2023 50.5 +On a proportionally consolidated basis, retail net property income was £50.5 million during the year, compared to £51.8 million in the year +ended 31 March 2022. Net disposal activity during FY22 and FY23 reduced net property income by £3.7 million such that on an underlying +basis there has been an increase of £2.4 million from the recovery of net property income post pandemic (“Retail NRI recovery”). +One of the key contributory factors to this recovery is the increase in like-for-like net property income of £1.2 million during the year, primarily +due to new lettings and improved rental levels on space which had previously been occupied by tenants who were in Administration or had +been impacted by CVAs, including the receipt of turnover rent. +Rent and service charge provisions have also continued to improve year-on-year, by £0.2 million, over and above the strong performance in this +regard seen in FY22, when we reported an improvement of £4.9 million for the year. This serves to highlight the continued resilience of our rent +collection, as not only have we been able to broadly maintain the high collection levels of historical arrears as in FY22, but we are also carrying a +lower level of provisioning compared to the prior year, with rent collection rates of 98% having now recovered back to pre-pandemic levels. +Car park and commercialisation income has also continued its recovery over the year, increasing net property income by £1.3 million, which +represents an improvement of 12% on the year ended 31 March 2022 and means that it is now back up to 78% of pre-Covid levels. +We completed £23.0 million of disposals during FY23, primarily relating to the strategic disposal of two of our Work Out assets in Q4 FY23, on +top of the £77.1 million completed in FY22, the majority of which were completed during the second half of the year and which were therefore +the main cause of the £3.7 million decrease in net property income from net disposal activity. +49NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_52.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..350f88746892688b839fb448700d5a1394e9a855 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_52.txt @@ -0,0 +1,69 @@ +Administrative expenses +Administrative expenses were £11.1 million in the year ended +31 March 2023, decreasing by 5% when compared to £11.7 million +for the previous year and 8% when compared to £12.0 million in the +year ended 31 March 2021. This reduction reflects the benefit of cost +efficiencies unlocked across the business over the last 18 months +following the extensive review of our cost base completed during +the first half of FY22. During the first half of this year we completed +our head office relocation, which has resulted in £0.5 million of +administrative cost savings per annum. Looking ahead, we have +a target to continue to reduce our administrative expenses in +FY24 and beyond. +Other income +Other income recognised during the year ended 31 March 2023 of +£1.4 million compared to £nil in the prior year. The income recognised +relates entirely to the settlement of an income disruption insurance +claim relating to our car park income during the first Covid lockdown +between March and June 2020. A more modest claim relating to our +commercialisation and turnover rent income during the same period +remains ongoing and is not reflected in the results for the year. +Net finance costs +Net finance costs were £14.9 million in the year to 31 March 2023, +compared to £19.5 million in the year to 31 March 2022. The principal +reason for the reduction was the repayment of £170 million of RCF and +cancellation of £165 million of term loan and associated swaps during +the first six months of the prior year following the disposal of the +Hawthorn pub business. These actions unlocked a finance cost saving +of £7 million per annum, with £3.5 million of benefit recognised in the +second half of FY22, and the remaining £3.5 million in the first half of +FY23. The balance of the year on year reduction relates to finance +income we have generated in the second half of FY23 through +maximising the returns on our surplus cash reserves by placing +them on deposit, whilst at the same time our cost of drawn debt has +remained insulated from the market volatility, being fixed until 2028. +Taxation +As a REIT we are exempt from UK corporation tax in respect of our +qualifying UK property rental income and gains arising from direct +and indirect disposals of exempt property assets. The majority of the +Group’s income is therefore tax free as a result of its REIT status, +albeit this exemption does not extend to other sources of income +such as interest or asset management fees. +Dividends +Under our dividend policy, we declare dividends equivalent to +80% of UFFO twice annually at the Company’s half and full year +results, calculated with reference to the most recently completed +six-month period. +The Company is a member of the REIT regime whereby profits from +its UK property rental business are tax exempt. The REIT regime only +applies to certain property-related profits and has several criteria +which have to be met, including that at least 90% of our profit from +the property rental business must be paid as dividends. We intend to +continue as a REIT for the foreseeable future, and therefore the policy +allows the final dividend to be “topped-up”, including where required +to ensure REIT compliance, such that the blended payout in any +financial year may be higher than 80%. +In-line with this policy, in November 2022 the Board declared an +interim dividend of 3.5 pence per share in respect of the six months +ended 30 September 2022, based on 80% of UFFO per share of +4.4 pence. The Board has today declared a final dividend of 3.2 pence +per share in respect of the year ended 31 March 2023, taking the total +FY23 dividend declared to 6.7 pence, equivalent to 80% of UFFO +per share of 8.3 pence. The final dividend of 3.2 pence per share in +respect of the year ended 31 March 2023 will, subject to shareholder +approval at the 2023 AGM, be paid on 4 August 2023 to shareholders +on the register as at 16 June 2023 (record date). The dividend will be +payable as a REIT Property Income Distribution (PID). +50 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Finance review continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_53.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..0f85605d1b76d9b410a839c96ce7bcfd414035df --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_53.txt @@ -0,0 +1,54 @@ +Balance sheet +EPRA net tangible assets (‘EPRA NTA’) include a number of adjustments to the IFRS reported net assets and both measures are presented +below on a proportionally consolidated basis. +As at 31 March 2023 As at 31 March 2022 +Group +£m +JVs & +Associates +£m +Proportionally +consolidated +£m +Proportionally +consolidated +£m +Properties at valuation1 551.5 42.1 593.6 649.4 +Right of use asset 76.7 – 76.7 75.7 +Investment in JVs & associates 29.3 (29.3) – – +Other non–current assets 0.4 1.5 1.9 2.2 +Cash 108.6 2.7 111.3 88.2 +Other current assets 15.0 0.9 15.9 19.6 +Total assets 781.5 17.9 799.4 835.1 +Other current liabilities (29.5) (1.1) (30.6) (34.9) +Lease liability (76.7) – (76.7) (75.7) +Borrowings2 (296.7) (15.9) (312.6) (309.7) +Other non–current liabilities – (0.9) (0.9) (0.7) +Total liabilities (402.9) (17.9) (420.8) (421.0) +IFRS net assets 378.6 – 378.6 414.1 +EPRA adjustments: +Deferred tax 0.9 0.6 +Fair value financial instruments (0.6) (0.3) +EPRA NTA 378.9 414.4 +EPRA NTA per share 121p 134p +IFRS net assets per share 122p 135p +LTV 33.9% 34.1% +1. See Note 14 for a reconciliation between Properties at valuation and categorisation per Consolidated balance sheet +2. Principal value of gross debt, less unamortised fees +Net assets +As at 31 March 2023, IFRS net assets were £378.6 million, reducing from £414.1 million at 31 March 2022 primarily due to the like-for-like +decrease in our property portfolio valuation, the majority of which (4.7% of the total 5.9% decline) occurred during the second half of the year +reflecting the disruption seen in the credit and investment markets in the final quarter of 2022, and the capital decline seen in our portfolio +represents a significant outperformance to both the MSCI All Property (-16%) and All Retail (-13%) indices. +EPRA NTA is calculated by adjusting net assets to reflect the potential impact of dilutive ordinary shares, and to remove the fair value of any +derivatives, deferred tax and goodwill held on the balance sheet. These adjustments are made with the aim of improving comparability with +other European real estate companies. EPRA NTA decreased by 8.6% to £378.9 million, from £414.4 million at 31 March 2022 due to the -5.9% +like-for-like decrease in portfolio valuation noted above. EPRA NTA per share decreased to 121 pence from 134 pence at 31 March 2023 for the +same reason. +Properties at valuation +Properties at valuation decreased by £55.7 million during the year, due to the £23.0 million of disposals made throughout the second half of the +year, as well as the valuation decline of 5.9% explained above. +Of the £23.0 million of disposals made in the year, £17.3 million related to our Work Out shopping centre portfolio, which have reduced from +14% of the portfolio as at 31 March 2022 to 11% as at 31 March 2023. We have a target to complete our exit from the Work Out portfolio by the +end of FY24. +51NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_54.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..89a980ba9c57837abe822168b8af78237863abcc --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_54.txt @@ -0,0 +1,51 @@ +Debt & financing +Proportionally consolidated +31 March 2023 30 September 2022 31 March 2022 +Weighted average cost of debt – drawn only1 3.5% 3.5% 3.4% +Weighted average debt maturity – drawn only1 4.7 yrs 5.2 yrs 5.7 yrs +Weighted average debt maturity – total2 3.8 yrs 4.3 yrs 4.8 yrs +1. Weighted average cost of debt and weighted average debt maturity on drawn debt only +2. Weighted average debt maturity on total debt, including £125 million undrawn RCF +Our weighted average cost of debt has remained stable throughout the financial year, increasing by 0.1% from 3.4% at 31 March 2022 to 3.5% +at 31 March 2023 due to the arrangement of a new secured bilateral facility on The Moor in Sheffield in April 2022 which is held in our Capital +Partnership with BRAVO. On a drawn basis, weighted average debt maturity decreased from 5.7 to 4.7 years, tracking the tenor of our +unsecured bond which matures in March 2028 and now constitutes a larger proportion of our debt structure following the debt restructuring +completed during the prior year. Importantly in the current interest rate environment, the coupon on the unsecured bond is fixed at 3.5%. +Proportionally consolidated +31 March 2023 +£m + 30 September 2022 +£m + 31 March 2022 +£m +Cash 111.3 95.1 88.2 +Principal value of gross debt (316.0) (316.0) (314.0) +Net debt1 (201.3) (217.1) (221.5) +Drawn RCF – – – +Total liquidity2 236.3 220.1 213.2 +Gross debt (drawn) / repaid in the year / period (2.0) (2.0) 339.1 +Loan to Value 33.9% 33.8% 34.1% +1. Including unamortised arrangement fees +2. Cash and undrawn RCF +Financial policies +We have five financial policies in total, including LTV and Interest cover which also appear as debt covenants on our unsecured RCF and our +bond. These remain a key component of our financial risk management strategy which remains as important as ever given the macro-economic +climate. For the year ended 31 March 2023, we were in compliance with all of our financial policies. +Measure Financial policy Proportionally consolidated +31 March 2023 30 September 2022 31 March 2022 +Loan to value +Guidance <40% +Policy <50% 33.9% 33.8% 34.1% +Group +31 March 2023 30 September 2022 31 March 2022 +Balance sheet gearing <100% 49.7% 49.8% 51.5% +Proportionally consolidated +FY23 HY23 FY22 +Net debt: EBITDA <10x 4.9x 5.1x 4.6x +Interest cover1 >2.0x 4.3x 3.9x 3.5x +Ordinary dividend cover2 >100% 125% 125% 125% +1. 12 month look-back calculation, consistent with debt covenant +2. Calculated with reference to UFFO +52 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Finance review continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_55.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..d084f8d7328efcf1453d2ac44d5e55bb7daef52f --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_55.txt @@ -0,0 +1,36 @@ +LTV has remained stable at 33.9% as at 31 March 2023, reducing from 34.1% as at 31 March 2022 and comfortably within our guidance of <40%. +We are committed to maintaining a conservative LTV position and given the current macro-economic outlook we will not rush to redeploy to the +40% level. Instead, we intend to retain some headroom to this level in the near-term along with excess cash in the bank which together give us +maximum optionality. +Balance sheet gearing has reduced by 1.8% from 51.5% at 31 March 2022 to 49.7% at 31 March 2023, comfortably within our policy. Net debt: +EBITDA, which is a key strength for NewRiver relative to the listed peer group due to our high yielding portfolio, has improved half on half +during the year, reducing from 5.1x at the half year to 4.9x at 31 March 2023. This is a slight increase from the 4.6x seen in FY22 due to the +EBITDA we received in FY22 from the Hawthorn pub business prior to its disposal in August 2021. +Our interest cover ratio, which is increasingly important given the current interest rate environment, increased by 0.8x from 3.5x at 31 March +2022 to 4.3x at 31 March 2023 and therefore has significant headroom to our policy of 2.0x. This increase is due to the actions we completed in +the prior year being the disposal of the Hawthorn pub business and the subsequent debt reduction, alongside the continued improvement in +our underlying retail operations and the cash return we are currently able to generate by placing our surplus cash on deposit. Importantly, +because our cost of drawn debt is fixed at 3.5% until March 2028, our interest cover is protected from the volatility in the broader credit markets +and with retail income still recovering post-pandemic is well positioned looking forward. +The Board has declared a final dividend of 3.2 pence per share, which brings the total dividend declared for the year to 6.7 pence per share, which +represents 80% of UFFO per our dividend policy, which ensures that our dividend will always be fully covered, in-line with our financial policy. +Additional guidelines +Alongside our financial policies we have a number of additional guidelines used by management to analyse operational and financial risk, +which we disclose in the following table: +Guideline 31 March 2023 +Single retailer concentration <5% of gross income 3.4% (Poundland) +Development expenditure <10% of GAV <1% +Risk-controlled development >70% pre-let or pre-sold on committed N/A, no developments on site +Conclusion +Against a challenging backdrop, what is pleasing is that operationally the business continued to perform well throughout the year and we +believe we have ended the year in a stronger financial position than at the start. This is thanks to the decisive actions completed during FY22 +and the strategic progress we have made during FY23, which means we are now a leaner and more conservatively positioned business, with a +clear focus on resilient retail which provides essential non-discretionary goods and services to consumers across the UK. It is also due to the +decision we made a year ago to hold back on capital redeployment given the level of macroeconomic uncertainty that existed at the time, and +has prevailed throughout the year. +Looking forward from a position of financial strength and with the continued recovery in our underlying operations, we remain confident in our +ability to deliver our medium term target of a consistent 10% total accounting return. +Will Hobman +Chief Financial Officer +14 June 2023 +53NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_56.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..01216264d7838636d18891ea7244024d822761e5 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_56.txt @@ -0,0 +1,86 @@ +Advancing our approach to +responsible real estate ownership +We continue to make great +progress on our ESG Strategy, +further embedding this vital +commitment across the +business, to fulfil our targets and +help protect our people, planet +and environment. +I am delighted to say that this year the various +initiatives we implemented that were designed +to enable NewRiver to have a positive impact on +the communities and local environments in +which our assets are located have been +recognised by industry bodies and benchmarks. +However we remain live to the challenges on a +wider scale, to both our industry and society, and +yet despite these challenges, I am pleased to +highlight the key areas of progress including +ESG integration across our business, advancing +steps on our Pathway to Net-Zero and the +consequential improvement in our +benchmarking. +Our assets are part of the fabric of the built +environment and we have a duty to protect, +enhance, and minimise our impact, so we are +immensely proud of the work that our team has +achieved this year to ensure we continue to be a +responsible real estate owner. +Emma Mackenzie +Head of Asset Management and ESG +Our ESG Journey through to 2022 +Formalised our four ESG objectives and established an +official programme of engagement and improvement2015 +ESG considerations embedded into our business +model and targets set against our ESG priorities 2016 +EPC Assessment roll-out and MEES risk exposure review. +Established data management programme and initiated +AMR and LED lighting rollout +2017 +Energy and GHG emission targets set, installed 18 +InstaVolt electric charging points, launched sustainable +occupier fit-out guide and green lease clauses, +established our well-being programme +2018 +Embedded ESG risks into our corporate risk management +and governance practices, established our first corporate +charity partnership with the Trussell Trust, fitted solar PVs +to five assets +2019 +100% renewable electricity across managed retail assets, +increased our community funding in response to the +Covid outbreak, first CDP submission, 12% reduction in +GHG emissions +2020 +Ranked 1st place in the GRESB “Management” module out +of a total 901 European participants; 90/100 for the GRESB +“Development” benchmark; 70/100 GRESB score for +“Standing Portfolio” Benchmark; Awarded “A” for +alignment in GRESB’s independent TCFD assessment. +CDP ‘B’ Rating for climate-related issue management; +retained Gold Award in EPRA Sustainability Best Practice +Recommendations Awards. +Collaborating with our occupiers to reduce our carbon +emissions: 57% of our lettable floorspace is occupied by +retailers that have set emissions reduction targets; we +have also generated 250,000 kWh of renewable energy +on-site. Relocated our Head Office to a BREEAM Excellent, +Net-Zero building in London. +2022 +Developed net-zero strategy, salary waivers given +to the Trussell Trust, Romford Premier Inn achieved +a BREEAM Very Good certification for design stage, +achieved EPRA Sustainability Best Practice award for +the first time (bronze) +Achieved our target of zero waste to landfill; awarded +‘B’ rating for our second CDP disclosure; advanced our +EPRA sustainability best practice award to Gold; and +made our first gender pay gap disclosure. +2021 +54 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Strategic report +Our ESG approach +Strategic Report +The secret drink is "water". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_57.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..278e26b18232f6546dcc245f57d19f0e30ed3065 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_57.txt @@ -0,0 +1,97 @@ +Improving ESG +Benchmark Performance +ESG Benchmark Performance Highlights +• Developed a lifecycle carbon framework and targets for +our Retained ‘B’ Rating from the CDP for our management +of climate-related issues +• Retained Gold Award in EPRA Sustainability Best Practice +Recommendations Awards +• Achieved an “A” alignment rating in GRESB’s independent +TCFD assessment +• Achieved our target GRESB score of 70/100 for the +“Standing Portfolio” Benchmark +• NewRiver ranked first place in the GRESB “Management” +module out of 901 participants across Europe +• Achieved 90/100 score in the GRESB +“Development” benchmark +• Increased our FTSE Russell ESG Rating to 3/5 +Our Response to the Challenges +One of the challenges in improving our ESG benchmark performance +lies in the variation of assessment methodologies emerging from +involuntary benchmarks. Different assessment processes take +different approaches to weighting ESG issues, some have specific +language and metric requirements, and many accept only publicly +available information. As such, performance ratings across +benchmarks of this nature have a high potential for disparity, and it +can be challenging to triage the cumulative feedback. +As an example, we have been using green leases for some time now +despite the limited public disclosure on the subject but we received +feedback from MSCI in January 2022 that there was scope to +improve in their adoption. Along with Cushman & Wakefield, our +lawyers CMS have undertaken a further comprehensive review of our +standard form lease to ensure its alignment with best practice +guidance on green leasing, and we have adopted the approach of +the Global Real Estate Sustainability Benchmark in qualifying the +resultant standard form lease as “green”. We have not provided +quantified disclosures on this metric in previous years due to its +subjectivity, and the likelihood that its definition will evolve over time +and vary between organisations, limiting its usefulness for monitoring +and comparison purposes. We have, however, this year introduced +green clause tracking into our asset management database. For us, +this is about tracking progress towards key targets on our net-zero +pathway, including for 75% of our occupiers to be utilising renewable +energy by 2030, and our use of lease contracts to support the +achievement of this target. +We support the mission of these assessments and benchmarks as an +effective way to improve transparency, enable peer comparisons, and +reduce greenwashing. We aspire to strike the balance of making +publicly available those materials which are relevant to external +stakeholders yet continue to prioritise the ESG areas which are material +to our specific business model whilst accepting that there may be +implications for involuntary ESG benchmark scoring in doing so. + +Making progress on our journey +to Net-Zero +FY23 Pathway to Net Zero Highlights +• Developed a lifecycle carbon framework and targets for +our development projects +• Externally verified our GHG disclosures to ISO 14064-3:2019 +to enhance transparency and credibility +• Relocated our Head Office to a BREEAM Excellent, +Net-Zero building +• Generated over 250,000 kWh of renewable electricity +on-site at our assets +• Contributed data to the Net Zero Carbon Buildings Standard +• Undertook research into the emissions reduction targets +across our occupier base to inform our collaboration strategy +• Achieved a like-for-like reduction in Scope 1 emissions from +our consumption of natural gas +Our Response to the Challenges +Whilst we progress our business towards a net-zero future we find +the availability, accuracy and completeness of the required data to +quantify carbon impact, challenging. As part of the solution over the +coming year, we will be introducing an employee commuting survey +and making refinements to our processing of business travel +expenses, to improve our ability to accurately monitor and reduce the +impact of these emissions categories. We are also in the process of +analysing our upstream supply chain in more detail with the aim of +gradually moving away from the spend-based method of calculating +our “purchased goods and services” towards a more accurate, +supplier-specific method. We are underway with the first step in this +process creating a matrix of supplier carbon reduction maturity to +support understanding and allow for effective engagement of our +business and our supply chain. +Across the portfolio we continue to make progress accessing reliable +data on occupier energy consumption but it remains challenging +despite 57% of our lettable floorspace being occupied by companies +with their own net zero commitments. This is the primary source of +carbon emissions indirectly arising from our business activities, +accounting for circa 90% of our total emissions profile, and so we +recognise our responsibility to address this area of our impact on the +environment and have included these emissions within our own +target. Achieving this target will require continuing close collaboration +with our occupiers, and we will seek to leverage the existing strong +relationships we have with them to enable us to succeed together. +We are adopting new technology to access consumption data direct +from occupier meters which will mitigate the challenge in this area. +55NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_58.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..9eea0a84bf9e20025d73b9a4471cf7b406c2aeb9 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_58.txt @@ -0,0 +1,60 @@ +Evolving ESG integration, +risk management, and +stakeholder engagement +We are proud of the great progress and recognition our ESG +strategy has achieved yet we recognise that there is a constant +cycle of evolution and improvement to undertake in the delivery of +a successful ESG strategy. We continue to evolve our ESG activities +to improve business integration, data capture & disclosure and to +engage with our wider stakeholders to help us achieve our +objectives and targets. +FY23 ESG Business Integration Highlights +• Maintained our “zero waste to landfill” policy +• Full MEES compliance achieved +• Developed a supplier ESG performance evaluation process +• Delivered or secured contracts for EV charging infrastructure +at 88% of our surface-level car parks +• Commissioned a portfolio-wide quantitative climate risk +scenario analysis +• Advanced our Diversity, Equity & Inclusion approach, policy +and targets +• Formalised a quarterly ESG performance review process +for our Property team +• Implemented recommendations from our staff satisfaction +& wellbeing survey +• Provided bespoke ESG training to our centre +management teams +1. J Willis et al. (2023), the Greenwashing Hydra. +Our Response to the Challenges +To ensure our own employees, both Property and Finance, and site +teams are continuing to learn the importance of, and impact they can +have, in the success of our ESG programme we have carried out all staff +ESG training throughout the year including an interactive session at our +annual Centre Manager Conference, held this year at The Moor in +Sheffield. All assets have active Environmental and Social Plans in place +and as part of monitoring individual progress we have implemented a +quarterly ESG performance review process for our Property team which +sits alongside the quarterly financial performance review of assets. +Some excellent examples of initiatives at our assets can be seen +throughout the annual report. +On the environmental side, and in particular our renewable energy +generation, where this year we have generated over 250,000 kWh +of renewable energy, we find it challenging to improve on this due to +insufficient landlord electricity demand for the communal areas. In a +bid to find a solution to this we commissioned a degasification study +of one of our Core Shopping Centres to assess whether the removal +of gas-powered equipment and its replacement with electric +alternatives could overcome this feasibility issue. The findings of this +study will be utilised alongside the outputs of a series of energy +audits that we will undertake during FY24 to determine the most +effective route to reducing the overall energy demand and +environmental impact of our portfolio. +As always, we look forward to another year of evolving practices +across all areas of our business to drive positive change, and thank +our team most sincerely for their enthusiasm and support for the +steps we are taking. +Emma Mackenzie +Head of Asset Management and ESG +56 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_59.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..ec15fb66a4ccf5a8ebd94ac21f90da97c9a1ae73 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_59.txt @@ -0,0 +1,59 @@ +Sustainable Development Goals (SDGs) +NewRiver has committed to 11 of the 17 Sustainable Development +Goals (SDGs). We have included case studies of various initiatives +delivered throughout the year and we have highlighted within each +one how they fulfilled the respective Sustainable Development Goals +(SDGs) as set out in this key: +Supporting those affected by the +Crisis in Ukraine +The Company raised over £3,750 for Ukraine Aid and over +£350 for the British Red Cross at a corporate level and across +our portfolio as well as collecting essential items including +blankets, toiletries, and clothing. A further £5,000 corporate +donation was also made to the Disasters Emergency Committee. +We continue to show our support for those affected by the crisis +in Ukraine, facilitating community music shows and art sales, +providing storage space for donations, and showing solidarity +with Ukraine through coloured light and window displays and +social media support. + +Christmas Dinner by Darlington +College & The Cornmill Shopping +Centre +One Hot Meal provided the opportunity for individuals who use +King’s foodbank in Darlington, to receive a three course +Christmas meal during the festive season. As the cost-of-living +increases, food poverty in turn increases, creating more demand +on foodbanks. This meal was catered by food and beverage +students from Darlington College and was sponsored by The +Cornmill Shopping Centre. + +Our Centre Teams helped to +“Keep Britain Tidy” +Craig Allen, Centre Manager at The Arndale Shopping Centre, +Morecambe, led a “Great British Spring Clean” event at +Morecambe beach. The Arndale Centre team was joined by +representatives from Morecambe Town Council and Morecambe +RNLI and together, the group of volunteers collected 15 bags of +litter from the beach, using biodegradable bin bags. + +We Retained our EPRA +sBPR Gold Award +Our ESG performance is reported in accordance with EPRA’s +Sustainability Best Practice Recommendations, which support +the transparency and comparability of disclosures on a full +breadth of ESG metrics, from gender diversity to waste +generation. + +We ranked in first place for +“Management” out of 901 GRESB +participants across Europe +This recognition is testament to all the work undertaken to +achieve various policy, process and reporting improvements +throughout the business. Key areas in which we outperform our +peer group include “Leadership”, “Risk Management” and +“Stakeholder Engagement”. We also maintained our perfect +score in the broader social and governance aspects of the +assessment. + +57NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_60.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..9c556b72ff80a35cf6ac77425ce35f9e727317c0 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_60.txt @@ -0,0 +1,80 @@ +Accreditation +or commitment +Score +or equivalent +Observations +Global Real Estate +Sustainability +Benchmark +Score: +70/100 +We have improved our score year on year from 68/100 to 70/100 +and once again achieved a perfect score in the Management +module (30/30), ranking first place out of 901 participants across +Europe. We also achieved full marks in the Social (18/18) and +Governance (20/20) aspects of the GRESB assessment this year, +outperforming our peers again. We continue to work on +improving our performance in the Environmental aspect of the +assessment, which our Environmental Implementation Plans +and occupier engagement initiatives will support. +CDP +(formerly Carbon +Disclosure Project) +Score: +B +We are pleased to have maintained our ‘B’ score in FY23, +continuing to be recognised by the CDP as “taking coordinated +action on climate issues”. +United Nations +Sustainable +Development +Goals +We are committed to +11 SDGs addressing +issues we can +meaningfully impact +We have specific targets and annually track our progress +against them. Please see Our Environmental & Social Targets +for more information. +Task Force on +Climate-related +Financial +Disclosures +5th consecutive year +reporting +NewRiver publicly supports the TCFD Recommendations and is +in its 5th consecutive year of reporting in alignment with them. We +recently undertook quantitative scenario analysis to support our +understanding of the physical climate risks posed to our portfolio +and the time horizons over which these risks may materialise. +FTSE +Russell +Score: +3.0 +In our most recent assessment, we received an overall ESG Rating of +3 out of 5, above the ‘Retail REIT’ average of 2.7 and ‘Financials’ +industry average of 2.5, and an improvement on our score of 2.7 +from last year. Our key strengths identified by FTSE’s assessment +include Corporate Governance (5/5), Risk Management (4/5), +Anti-Corruption (4/5), and Human Rights & Community (4/5). We have +identified the following areas as opportunities for improvement: +Pollution & Resources, Social Supply Chain and Water Security. +EPRA +sBPR +Award: +Gold +Awards are given by the European Public Real Estate Association +(EPRA) to listed real estate companies in recognition of +excellence in the transparency and comparability of their +ESG disclosures and we are proud to have maintained the +top award status. +Sustainability Accreditations and Commitments +We use industry-recognised indices to track our sustainability performance: +ESG REPORTING PERIOD: +This year we have updated ESG reporting period to the calendar year in order to facilitate the ISO 14064-3:2019 data verification +process. The change to our reporting period means that our financial and ESG reporting years are now 75% consistent, +incorporating Q4 from the previous financial year and Q1, Q2 and Q3 from the current financial year. This is clearly labelled +throughout the report. +58 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_61.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..43a8551a59ef5b25a9bc96c5e5aec71c0449ca1c --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_61.txt @@ -0,0 +1,110 @@ +About our ESG Performance Reporting +Each year, our ESG reporting continues to evolve as our ESG +programme matures. Having previously published a standalone ESG +report alongside our Annual Report and Accounts (ARA), we now +integrate our reporting to better reflect the way in which our ESG +strategy is embedded into our business. +We stay abreast of emerging market and ESG disclosure trends and +proactively manage our data collection processes to ensure our +stakeholders are provided with valuable insight into our ESG +performance. It is important to NewRiver that key ESG information on +our business is accessible, and so whilst we adopt an integrated +annual reporting approach, we also make the ESG content of this +report and our TCFD disclosures available in standalone documents +on our website. +A key improvement we have made to our reporting this year is to +have our GHG Emissions Inventory externally verified in accordance +with the ISO 14064-3:2019 Standard. Ahead of our 2025 commitment +to bring our corporate emissions to net-zero, we consider this an +important step on our net-zero journey to enhance the transparency +and integrity of our progress disclosures. +Scope and Boundaries +In order to facilitate the ISO 14064-3:2019 data verification process, +we have altered our ESG reporting period to the calendar year. We +previously reported in direct alignment with our financial reporting +year, however the resource requirements of the ISO 14064-3:2019 +standard necessitated that we make this change in order to continue +with our integrated reporting approach. In making this decision, we +considered the following: +1. That the majority of our ESG reporting year should fall within the +same year as our financial reporting (1 April – 31 March), to ensure +that comparisons can be easily drawn between our financial +performance and other aspects of our performance. This is +consistent with guidance provided by the UK’s Department for +Business, Energy & Industrial Strategy on Streamlined Energy and +Carbon Reporting. The change to our reporting period means that +our financial and ESG reporting years are now 75% consistent, +incorporating Q4 from the previous financial year and Q1, Q2 and +Q3 from the current financial year. +2. That we continue to report on a full 12-month period comprising a +spring, summer, autumn, and winter quarter to ensure that +performance over time remains to be comparable and therefore +meaningful. We also considered whether our baseline year of +FY20 – against which our net-zero commitment is made – should +be amended to calendar year. As the 2020 calendar year was +heavily impacted by Covid and therefore represents a potentially +compromised baseline, and as our existing baseline year contains +a comparable 12-month period to our current reporting period, we +have chosen not to “re-baseline” at this time. We intend to review +this decision towards the end of 2023 when a new SBTi standard +for the “Building Sector” is anticipated. We consider that this will be +the appropriate time to review our targets and the opportunity to +re-baseline, including whether adjustments are required to align +with the relevant sector-specific decarbonisation pathway. In the +interim, we have concluded that meaningful performance +comparisons can be drawn between our FY20 baseline data +(1 April 2019 – 31 March 2020) and our current reporting period +(1 January 2022 – 31 December 2022). +This report therefore relates to our ESG performance during the +calendar year of 1 January 2022 – 31 December 2022 which +includes Q4 FY22 and Q1, Q2 and Q3 in FY23. Throughout this +report, this reporting period is referred to as FY23. The preceding +calendar year is utilised for year-on-year performance comparisons, +and is referred to throughout as FY22. +In disclosing our ESG performance, we adopt the Operational Control +boundary, in recognition of this boundary being reflective of our ability +to implement our operating policies and influence ESG performance. +Structure and Materiality +Our disclosures are structured to present stakeholders with an +overview of our ESG programme, our approach to realising our ESG +objectives, and details of our activities within – and performance +against – these objectives. +To maintain transparency and comparability of our performance +disclosures over time, we consistently monitor and report against the +sustainability metrics recommended by EPRA. +We assess the materiality of ESG issues relevant to our business by +considering their potential impact on our portfolio, our stakeholders, +and our communities. The UN Sustainable Development Goals to +which we have committed support guided action on issues that we +have the opportunity to meaningfully contribute to, by nature of our +business model, purpose, and mission. Embedding the +recommendations of the Task Force on Climate-Related Financial +Disclosures allows us to identify risks and opportunities associated +with external factors, and develop an informed and strategic +approach to their management. +Reporting Frameworks +Our ESG reporting is guided by relevant global reporting frameworks +including the EPRA Sustainability Best Practices Recommendations +(sBPR), and the Recommendations of the Task Force for Climate- +related Financial Disclosures (TCFD). Having integrated our ESG +reporting into our ARA, we also adopt the recommendations of the +International Integrated Reporting Council (IIRC). +We are committed to ensuring that we are responsible neighbours in +our communities, supporting and championing local causes and +innovating to address the needs of local people, whilst minimising our +impact on the environment. We are passionate about engaging our +staff and occupiers, and maintaining our high standards of +governance, to ensure we are an excellent employer and company to +do business with. +Our ESG activities are applied through our business model to +meet our ESG objectives. Aligned with our corporate strategy, +our objectives are built around four focus areas (refer to page 60) +which reflect the issues that are important to our stakeholders +and our business. +Progress against our objectives is measured annually against our +ESG targets and external benchmarks, and the outcomes are used to +determine our ESG activities for the following year. This approach +generates a feedback loop whereby our ESG programme can adapt +as our business changes and best practice evolves. +1. Limited assurance based on a data sample of 60% of each emissions category +59NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_62.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..8aaa4684000125dcda878b88b98faa350a41dff8 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_62.txt @@ -0,0 +1,98 @@ +Disciplined capital allocation +Leveraging our platform +Flexible balance sheet +Our ESG +activities +Our ESG +targets +External +benchmarks +and guidance +Our ESG +objectives +Our business model is underpinned +by a committed ESG programme +Our ESG Objectives +Minimising our +environmental impact +1 2 3 +We have set out our pathway +to achieving net-zero across +our portfolio, and we advise +our capital partners on +environmental best practice +as well as applying this +assessment when we +consider any acquisition. +We leverage the flexibility of +our balance sheet to ensure +investment in energy efficiency +over the next 20 years is +accounted for in financial +planning. For our development +pipeline, we seek to provide +future-proofed community +developments which minimise +carbon lifecycle. +Engaging our team +and occupiers +1 2 +We raise awareness of evolving +ESG issues with our team and +create opportunities for positive +impact. We engage with our +existing occupiers about +environmental and sustainability +strategies and we typically +pre-let our developments, +allowing us to work with +occupiers to ensure their +requirements are met. +Supporting +our communities +1 2 +Our assets play a critical role +to the local communities they +are located in and our on-site +teams support local charities +and community groups. +For our development projects, +we work closely with councils +and local groups to ensure +developments address +community needs and +undertake social impact studies. +Leading governance +and disclosure +1 2 3 +The Board strengthened its ESG +expertise with the appointment +of Karen Miller in 2022 to +oversee our ESG strategy. +Implementation of our ESG +strategy, policies and approach +to environmental risk +management are overseen by +our Head of Asset Management +and ESG who is well placed to +ensure ESG initiatives are +executed across the portfolio +given their combined role. +Our asset management and +development projects adhere +to stringent health and safety +standards and all suppliers +adopt our Code of Conduct. +Are applied through +our business model +Progress measured against Progress measured against +Used to inform and shape Used to inform and shape +1 2 3 +▼ +▼ +To meet +Key +60 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued +The secret object #2 is a "key". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_63.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..ca29d67dc672f40edf1e87fe4afe2dca8275c226 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_63.txt @@ -0,0 +1,85 @@ +Our Environmental and Social Targets +In developing our pathway to becoming a net-zero business, we reviewed the original targets we set ourselves in 2018 and considered their +consistency with our net-zero vision, therefore where previous targets did not support our heightened ambitions, they were displaced with our +SBTi-approved (Scope 1 & 2) emissions reduction targets. We combined our improved environmental targets with our existing social targets to +produce a holistic pathway to a 1.5-degree future which engages our stakeholders and delivers positive social impact. +Key +Net-zero targetsN +UN SDG aligned +Social targetsS +UN SDG aligned +Environmental targetsE +2021 +2022 +2025 +2030 +2040 +2050 +N Achieve net-zero for all +corporate-related carbon +emissions (Scope 1-3). +E 85% recycling rate at our +managed properties. +Electric vehicle charging +points installed across all retail +properties with a surface-level +car park. +50% improvement (from a 2020 +baseline) in landlord on-site +renewable energy generation. +Building certifications targeted, +and lifecycle carbon assessments +undertaken, for 100% of our +new construction and major +renovation projects. +S Achieve a 75% response rate to +our occupier satisfaction survey. +Biodiversity plans to be in place +for at least 15% of our assets. +N Receive target validation from the +Science-Based Targets Initiative +(SBTi for aligning our net-zero +pathway with a 1.5-degree global +warming trajectory. +E 100% of waste generated at our +managed properties is diverted +from landfill. +100% of landlord electricity is +procured from renewable +sources. +S Provide a minimum of one work +experience placement per year at +50% of our assets. +Achieve a 90% response rate to +our annual staff wellbeing survey. +All enclosed shopping centres to +participate in our Quiet Hour +Initiative and have a community +engagement plan in place. +50% of NewRiver staff to +participate in our volunteering +programme. +N Achieve a 42% reduction (against +baseline) in carbon emissions +across our corporate activities +and operational real estate, as +required by the SBTi. +E 75% of occupiers transitioned to +renewable energy supplies. +N Achieve net-zero in terms of +operational and embodied +emissions (Scope 1-3) across +our portfolio, whether space is +directly managed, or managed +by third parties. +E Over 25% of landlord energy +is generated on-site from +renewable sources. +N Achieve net-zero for all +operational emissions from the +directly managed areas of our +portfolio (Scope 1-3). +N Publicly commit to net-zero +and set FY20 carbon +emissions baseline. +61NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_64.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_64.txt new file mode 100644 index 0000000000000000000000000000000000000000..d6598fc012841b0901f7439b3ea7d5edf045005a --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_64.txt @@ -0,0 +1,80 @@ +Minimising our Environmental Impact +Minimising our environmental impact means taking action at the corporate, portfolio, and asset level. We have policies in place to guide +corporate-level activity which engage our staff on principles of collective environmental responsibility that can be applied across our business. +Our net-zero pathway and interim targets guide our initiatives, supported by our asset-level Environmental & Social Implementation Plans, +which allow us to monitor our progress and accelerate action where required. +Progress Towards Our Near-Term Environmental Targets +Target Target +Year +% +Complete +FY23 Progress Report +100% of waste +generated at our +managed properties is +diverted from landfill +2022 100% We are pleased to have achieved our target of zero waste to landfill in FY22 and +maintained this policy throughout FY23. +100% of landlord +electricity is procured +from renewable sources +2022 100% We transitioned all landlord electricity supplies across our portfolio to Renewable +Energy Guarantees of Origin (REGO) backed tariffs in 2020. +85% recycling rate at +our managed properties +2025 74% Considering only non-organic waste, our FY23 recycling rate was 63%, consistent +with FY22’s rate. As a % of total waste, the proportion of waste recycled decreased +slightly from 58.8% to 57.9%. The proportion of waste incinerated also decreased +slightly from 35.1% to 34.6%. +Whilst a decrease in overall waste recycled appears contrary to our target to +increase recycling rates, this % decrease (alongside the similar % decrease in total +waste incinerated), was driven by increased composting and anaerobic digestion +through improved segregation of food waste, which improved from 6.0% in FY22, +to 7.6% in FY23. +Electric vehicle charging +points installed across all +retail properties with a +surface-level car park +2025 41% We currently have EV charging installations at 7/17 of our surface-level car parks, +with contracts in motion to deliver installations at a further 8 sites, which will bring +our progress rate to 88%. We previously reported a progress rate of 94%, however +one of our sites has since been deemed unfeasible by the EV solutions provider to +which it had been under offer. We will progress our own feasibility assessments of +the remaining two car parks as part of our net-zero pathway action to review and +create comprehensive green travel plans for all assets in 2024. +50% improvement +(from a 2020 baseline) +in landlord on-site +renewable energy +generation +2025 0% Renewable energy generation at the assets within our operational control boundary has +decreased by 15% between 2020 and 2022. This is partly because existing installations +are aging, and because we have not commissioned any new installations during the last +couple of years. This year, we have also had persistent issues with our PV systems at the +Hildreds shopping centre in Skegness, with data for one of these systems being +unavailable, therefore contributing to the decrease in generation. +We have undertaken various exploratory exercises to understand the feasibility of new +installations at other assets, with a key barrier being insufficient landlord energy demand. +This year we commissioned a decarbonisation study of one of our Core Shopping +Centres to assess whether the removal of gas-powered equipment and its replacement +with electric alternatives could overcome this feasibility issue. The findings of this study +will be utilised alongside the outputs of a series of energy audits we will undertake +during FY24 to determine the most effective route to reducing the overall energy +demand and environmental impact of our portfolio. +Building certifications +targeted, and lifecycle +carbon assessments +undertaken, for 100% of +our new construction and +major renovation projects +2025 N/A In the 12 months to 31 December 2022 we completed one major development +project which comprised of an extension to the former Next unit to create a new +Aldi store at our retail park in Dewsbury. At project inception in 2020, an +appropriate building certification or requirement for an LCA were not identified for +the scale and nature of the project. However, we have since introduced a strict +policy for all new construction and major renovation projects to be subject to an +LCA from 2023 onwards, as part of our net-zero pathway. +ENVIRONMENTAL +62 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_65.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..892037e1277c362daf0fe69fabb3f1ff3f4ce364 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_65.txt @@ -0,0 +1,67 @@ +Energy and GHG Emissions Performance +On Earth Day, 22nd April 2022, we became a signatory to the +Better Buildings Partnership’s Climate Commitment, joining other +responsible organisations across the industry in pursuing a 1.5°C +future for our planet. In becoming a signatory, we have committed +to publishing our net-zero carbon pathway and delivery plan, +disclosing the energy performance of our assets, and developing +a comprehensive climate resilience strategy. The initiative has an +overreaching objective of delivering net-zero buildings by 2050, +incorporating both operational and embodied carbon. The scope +of the commitment makes it one of the most ambitious commitments +that property owners can adopt. +You can read more about our commitment and delivery strategy in +our Pathway to Net-Zero, which can be found in the Sustainability +section of our website. +In-line with the Companies Act 2006 (Strategic & Directors’ Reports) +Regulations 2013, we disclose our annual global GHG emissions in +terms of our total energy use, intensity ratio, and a narrative on the +energy management and efficiency measures we implement. +The table below presents our total energy use, including electricity +on both a location and market basis. It also contains our carbon +footprint across Scope 1, 2 and 3 emissions, as well as an appropriate +carbon intensity metric. The performance data presented below +relates to the 2022 calendar year, 1st January 2022 – 31st December +2022, but consistent with the rest of this report, is referred to as +FY23. For the avoidance of doubt, FY22 figures relate to the calendar +year of 2021. +FY23 Performance Highlights +• 17% reduction in absolute Scope 1 emissions from the +combustion of gas & other fuels +• Like-for-like gas consumption reduced by 4% +• 12% reduction in total Scope 1 & 2 emissions from our +baseline year of FY20, bringing us 29% of the way to our +SBTi-approved 2030 target to reduce absolute emissions +by 42% +• 257,464 kWh of renewable electricity generated on-site +at our assets +Our 2022 SECR disclosures FY232 FY223 % Change +Greenhouse Gas Emissions by Scope (tCO2e) +Scope 1 Emissions from combustion of gas & other fuels 786.3 942.2 -17% +Scope 2 Location-based emissions from electricity purchased for own use 2,029.2 2,315.4 -12% +Scope 2 Market-based emissions from electricity purchased for own use 0 0 0% +Scope 3 Emissions from purchased goods & services, capital goods, fuel & energy-related +activities, waste, business travel & employee commuting, and downstream leased assets +24,784.8 30,556.6 -19% +Total Scope 1, 2 & 3 location-based emissions 27,600.3 33,814.2 -18% +Total Scope 1, 2 & 3 market-based emissions 25,085.8 30,895.9 -19% +Intensity Scope 1 & 2 (location-based) tCO2e/m2* 0.017 0.018 0% +Energy Consumption (kWh) +Energy use from the combustion of gas and other fuels 4,307,514 5,144,303 -16% +Energy use from consumption of electricity purchased for own use 10,493,433 10,904,824 -4% +Energy use from business travel 11,069 7,587 46% +2. 12-month period ending 31 December 2022 +3. 12-month period ending 31 December 2021 + * Refer to Data Notes on p.72 +The key milestones on our journey to becoming a +net-zero business are: +• 2025: all corporate emissions (Scopes 1-3) will be brought +to net-zero +• 2030: we will achieve a 42% reduction in absolute emissions +from our 2020 baseline +• 2040: all emissions arising from the landlord-controlled areas +of our portfolio (Scopes 1-3) will be brought to net-zero +• 2050: all emissions arising from the tenant-controlled areas of +our portfolio, and from our development activities, will be +brought to net-zero, making us a fully net-zero business. +63NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_66.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..a9093bb7b6eb976dda7e88a11395bee489410f1a --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_66.txt @@ -0,0 +1,65 @@ +Energy Management and Efficiency Measures +Environmental & Social Implementation Plans are in place across +100% of our managed shopping centres. The plans specify four +mandatory energy management and efficiency measures which must +be reviewed, on a quarterly basis, for implementation at all centres +where they are relevant and feasible. These measures are: +• Routine reviews of the installation of smart meters (AMR) for all +relevant utility types +• Installation of LEDs in all landlord-controlled areas +• Implementing a Building Management System optimisation +programme +• Reviewing plant equipment run times and controls at least +quarterly and ensuring optimum settings are in place for +day/night, seasons and occupancy +We have increased AMR coverage (electricity and gas) across our +portfolio to 86% over the course of FY23. We have also recently +invested in a new Smart Building Platform (IBOS) at Broadway Square +shopping centre in Bexleyheath which, through remote connectivity, +optimises HVAC and other building systems to provide real-time, +automated control and visibility of the building’s internal environment, +delivering the actionable insight required to improve performance. +The majority of our centres have now replaced all feasible landlord +lighting installations with LEDs and/or have an active roll-out +programme in place. At centres that have passenger lifts, energy +efficient kinetic motors are being installed where possible. +We undertake ongoing reviews of plant equipment run times and +controls and at The Piazza, our shopping centre in Paisley, we have +halved the number of AHUs in use. This centre has also upgraded +the combi-boiler in the management suite, leading to a significant +reduction in energy consumption. Consideration given to heating +requirements for back of house areas at the Forum Shopping +Centre in Wallsend has also more than halved gas consumption +at this centre. +Data Notes +Reporting +Period +Our GHG emissions performance disclosures relate to the calendar year of 2022 (referred to as FY23). Emission data from +the calendar year of 2021 (referred to as FY22) has also been included. +Boundary We have used the Operational Control method to outline our carbon footprint boundary. Emissions arising from occupiers’ +energy usage are not included in our Scope 1 and 2 reporting boundaries, but are reported in Scope 3 as downstream +leased assets. Our Operational Control boundary excludes assets owned by JV partnerships, as well as assets where we +act only in an advisory capacity. +Reporting +Method +We have measured emissions based on the GHG Protocol Corporate Accounting Standard (revised edition) and guidance +provided by the UK’s Department for Business, Energy & Industrial Strategy and the Department for Environment, Food +and Rural Affairs (Defra) on Streamlined Energy and Carbon Reporting and greenhouse gas reporting. +Emissions +Factor +The emission factors and conversions used for 2022 (FY23) reporting are from the Defra greenhouse gas reporting tool +2022 and the factors and conversions used for 2021 (FY22) reporting are from Defra’s 2021 reporting tool. +Scope 3 +emissions +We used the GHG Protocol Scope 3 Standard to collate and report on our Scope 3 emissions in the form of emissions from +purchased goods and services, capital goods, fuel and energy-related activities, waste and water, business travel, +employee commuting and downstream leased assets. +Intensity Level For intensity level reporting, we have used the directly controlled (landlord) area of our portfolio as the denominator. Vacant units +have been excluded in the intensity measure due to the year-on-year variability. +Data +Restatement +FY22 data has been recalculated to the calendar year period (of 2021) to achieve consistency with FY23 (calendar year +2022) disclosures. Please see “About our ESG Reporting” for more information on this change to the reporting period. +64 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_67.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..7095b715658c92827bb096af8844abaffc76346f --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_67.txt @@ -0,0 +1,50 @@ +Our Corporate Environmental Performance Measures +NewRiver occupied 16 New Burlington Place as our head office until mid-July 2022. In April 2022, we took occupation of 89 Whitfield Street +as our new head office and entered a fit-out period of circa 3 months, before we officially moved in mid-July 2022. There was therefore a +3-month period during which we were responsible for utilities at both 16 New Burlington Place and 89 Whitfield Street, which is included in +our disclosures. 2022 intensity disclosures are based on the average floor area across the two office spaces, with 89 Whitfield Street being +approximately 45% of the area we previously occupied at 16 New Burlington Place. There were no waste collections for NewRiver at 89 +Whitfield Street during the fit-out period. +Absolute Performance (Abs) +EPRA Code Performance +Measure +Unit(s) of +Measure +Boundary +% of data +estimation +FY23 FY221 % Change +Elec-Abs Electricity consumption1 Annual kWh 0% 31,932 34,214 -7% +DH&C-Abs District heating +& cooling +Annual kWh Our corporate offices are not connected to district heating & cooling +Fuels-Abs Fuel consumption1 Annual kWh +See footnotes +24,832 41,009 -39% +Energy-Int Energy intensity4 kWhelec-eq/m2/yr 82 76 8% +GHG-Dir-Abs Scope 1 emissions Kg CO2e 4,568 7,511 -39% +GHG-Indir-Abs Scope 2 emissions +(location-based) +Kg CO2e 0% 6,175 7,265 -15% +Scope 2 emissions +(market-based) +Kg CO2e 0% 0 0 0% +Scope 3 emissions3 Kg CO2e +See footnotes +2,476 3,502 -29% +GHG-Int Scope 1 and 2 emissions Kg CO2e/ m2/ year 17.63 17.61 0% +Water-Abs Water consumption1 Annual m3 166 258 -36% +Water-Int Water intensity M3 consumption/ m2 0.27 0.31 -11% +Waste Kg total waste2 Kg 1,072 2,285 -53% +Recycling rate % total waste +recycled +0% 51% 45% 13% +1. Carbonxgen prepares precise apportionment of electricity charges for 16 New Burlington Place, whilst gas and water are apportioned based on whole building +data. We have apportioned gas and water consumption based on the percentage of direct NewRiver usage of the total electricity consumed on site, which over +the relevant months was 4%. +2. Waste data for 16 New Burlington Place is prepared on a whole building basis. We have apportioned waste based on the floor area apportionment attributed to +NewRiver for service charge purposes (21%). +3. Scope 3 emissions as presented above include the emissions associated with our occupation of our corporate offices, and so include water consumption, waste +generation, and indirect emissions from our consumption of energy. +4. kWh elec-eq/m2/yr is calculated using the REEB Benchmark 2020. +65NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_68.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..c87c4d1f4f292519253ef50e19f5eba5c56acdd1 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_68.txt @@ -0,0 +1,83 @@ +Our Portfolio Environmental Performance Measures +Absolute Performance +(Abs) +Like-for-like Performance (LfL) +EPRA Code Performance +Measure +Unit(s) of +Measure +% of Data +Estimation +FY23 FY22 FY23 FY22 % +Change +Elec-Abs, +Elec-LfL +Electricity +consumption +Annual MWh 0.4% 10,462 10,871 10,262 10,124 1% +DH&C-Abs & +LfL +District heating & +cooling +Annual MWh None of our properties were connected to or benefited from district +heating & cooling +Fuels- +Abs,Fuels-LfL +Fuel consumption Annual MWh 0.1% 4,283 5,103 4,109 4,268 -4% +Energy-Int Energy intensity kWhelec-eq/m2/yr 0.077 0.078 0.080 0.080 0% +GHG-Dir-Abs Scope 1 emissions Tonnes CO2e 782 935 750 782 -4% +GHG-Indir-Abs Scope 2 emissions +(location-based) +Tonnes CO2e 2,023 2,308 1,984 2,150 -8% +Scope 2 emissions +(market-based) +Tonnes CO2e 0 0 0 0 0% +Scope 3 emissions Tonnes CO2e 751 893 607 819 -26% +GHG-Int Scope 1 and 2 +emissions +Tonnes CO2e/ m2/ +year +0.016 0.017 0.017 0.018 -7% +Water-Abs, +Water-LfL +Water consumption Annual m3 4.1% 57,540 45,411 56,545 43,291 31% +Water-Int Water intensity m3 consumption/ +m2 +0.33 0.24 0.34 0.26 31% +Waste-Abs, +Waste-LfL +Tonnes total waste +Tonnes +0.8% 3,253 2,919 3,249 2,818 15% +Tonnes diverted +from landfill +0.8% 3,253 2,919 3,249 2,818 15% +Tonnes waste to +energy +1.4% 1,124 1,026 1,120 1,006 11% +Tonnes recycling 0.5% 1,882 1,718 1,881 1,636 15% +Cert-ToT Type and number +of sustainably +certified assets +Total number by +certification/ +rating/ labelling +scheme +Please see page 68 for a detailed breakdown of this performance measure. +1. Data coverage: the figures reported against each performance measure represent 100% of the assets within our Operational Control reporting boundary. +2. Normalisation: Intensity indicators for energy, water and waste are based on relevant floor area. +3. Scope 3 emissions relate to the emissions included in our 2040 net-zero target, which are those arising from the directly controlled areas of our assets (i.e., +waste, water, and upstream emissions and transmission & distribution losses from energy consumption). We have chosen to include these categories only to +provide a clear performance comparison, as all other Scope 3 categories are otherwise difficult to distinguish when collated with “downstream leased assets”. +4. Absolute and like-for-like asset-level performance measures include only landlord-procured energy/water. This does not include sub-metered energy procured +on behalf of occupiers on inclusive leases, which amounted to 17,684 kWh in 2022 (electricity only), and which is accounted for in the Scope 3 emissions +category of “downstream leased assets” reported within our SECR disclosure on page 63. +5. “Estimation” refers to filling invoice gaps, not to whether invoices are based on “estimated” or “actual” readings. Although a vast majority of the data presented is +based on actual consumption, in the instances where there were gaps in electricity and water consumption, the average of the months where we had data was +applied to the missing months. Where data covered only part of a month, a pro-rata method using known consumption was applied. With regards to natural gas, +due to the variability of consumption throughout the year, any unknown consumption was estimated using seasonal trends. +6. As our portfolio is comprised of entirely retail properties within the UK only, we do not undertake segmental analysis. +7. Our environmental and social performance data has been collated and checked by Cushman & Wakefield. +66 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_69.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..85eace16af5ebafff62a85323bcb9e10539556a1 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_69.txt @@ -0,0 +1,70 @@ +-4%10,462 +Electricity Consumption (Portfolio) +10,871 +FY22 FY23 +-16%4,283 +Gas Consumption (Portfolio) +5,103 +FY22 FY23 +2,023 +-16%751 +Total Portfolio Scope 3 GHG Emissions +Performance (absolute) +893 +FY22 FY23 +-16%782 +2,023 +Total Portfolio Scope 1 & 2 GHG Emissions (absolute) +935 +FY22 FY23 +-12% +2,308 +FY22 FY23 +We have switched our gas supplies to a carbon offset tariff4, to +support with further reducing our environmental impact ahead of +our target to bring these emissions to net-zero. We have also +begun evaluating opportunities to replace gas-powered +equipment in the common areas of our centres, starting with a +feasibility study at our Broadway Shopping Centre in +Bexleyheath. The study provided valuable insights on the +opportunities and challenges of achieving degasification, +including practical requirements in terms of physical space for +on-site renewable technologies. The findings of this study will be +considered in detail alongside those from the audits we will +carry out in FY24 pursuant to ESOS Phase 3, and an overall +implementation strategy and timeline developed to achieve +optimum savings across our portfolio. +Refer to page 83 for more detail +In terms of our Corporate emissions, we saw a 28% decrease in +emissions arising from our consumption of energy and water, +and waste generation, as a result of our move to our new +BREEAM Excellent5 head office location. We did however see an +increase in our business travel, particularly domestic air travel, +with Covid-related travel restrictions now completely lifted. +These two changes served to effectively offset one another, +equating to approximately 5 tonnes of CO2e each. +4. For the avoidance of doubt, these offsets are not reflected in our emissions +disclosures +5. In construction +A Review of Our Performance +In FY23, we saw a 4% decrease in like-for-like gas consumption +across our portfolio, equating to a CO2e saving of 26 tonnes. These +savings can partly be attributed to the implementation of our initiative +to review plant equipment run times and controls at least quarterly, +ensuring optimum settings are in place to reflect space usage, whilst +continuing our roll-out of AMRs. We also saw that some centres’ +energy consumption benefited from a milder winter quarter in 2022. +Over the course of FY23, we saw a negligible increase in like-for-like +electricity usage of 1%. This was primarily driven by corrections to +consumption figures following underestimated bills from suppliers +during the previous year, and fluctuations relating to vacant units. +Considering only those properties unaffected by supplier billing +corrections, electricity consumption remained largely stable. Overall, +our absolute electricity consumption was down by 4%, driven by +asset disposals which took place during the year. This was also the +key driver of the overall reduction in Scope 3 emissions, as +downstream leased assets make up the vast majority of this +emissions category. +% change +Key +67NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_70.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_70.txt new file mode 100644 index 0000000000000000000000000000000000000000..6601ab2dc5fcefe9459701f1dadddfab12d63ee1 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_70.txt @@ -0,0 +1,50 @@ +Certifications & Energy Performance Certificates +Since October 2008, an Energy Performance Certificate (EPC) has been legally required when a building is sold, rented, or constructed. A +certificate is valid for a period of 10 years; on expiry there is no legal requirement to replace an EPC unless the property is to be sold or let. In +England & Wales, the Minimum Energy Efficiency Standards (MEES) now require that all properties, where valid EPCs exist, must have an asset +rating of “E” or above to be lawfully let. Previously this requirement only applied to new tenancies, however it was extended to cover existing +(non-domestic) tenancies on 1 April 2023. +EPC certificates by Region and Asset Rating +In the below table, the number of certificates is presented within each legislative region (England & Wales, Ireland, and Scotland) by asset +rating, A+ through to G. We have also disclosed the number of units with no/expired EPCs to provide clarity on certification coverage across +the portfolio. This excludes recently sold assets for which we acquired new EPCs for the purposes of sale. +We are pleased to have achieved full compliance with the 1 April 2023 MEES deadline across our operational control portfolio, with the single +“F” asset rating shown below (England & Wales) relating to a vacant unit pending redevelopment. +We also have further certificates pending covering over half of those units currently in the category of having no/expired EPCs. Draft ratings +have been issued for c.40% of these to date - currently undergoing Elmhurst’s quality control requirements due to the volume of certificates +pending lodgement - with the draft ratings indicating that we can expect 96% of these to be rated A-C. Our assessors do not anticipate any +F-G ratings amongst these certificates. +Region A+ A B C D E F G No/ Expired EPC +England & +Wales +0 5 104 209 175 94 1 0 286 +Northern +Ireland +0 0 2 15 11 3 0 4 35 +Scotland 0 0 0 14 19 28 10 14 85 +Total 0 5 106 238 205 125 11 18 406 +The below chart shows NewRiver EPCs for the England & Wales retail portfolio in comparison to the national EPC register, comparing +against other non-domestic certificates. Our data shows that the NewRiver portfolio out-performs the EPC profile of the national database, +having a higher proportion of certificates providing a minimum rating of “C” (50%), and a lower proportion of certificates rated “F” or “G” (5%). +Our programme of EPC assessments and Minimum Energy Efficiency Standards (MEES) risk reduction has ensured we can continue to let +properties lawfully, protecting the portfolio against potential compliance-related risks to value. +EPC Performance +NewRiver Retail Portfolio (E&W) in Comparison to National EPC Register +0 +5 +10 +15 +20 +25 +30 +35 +A CBA+ D E F G +National database* +NewRiver Portfolio +* National EPC database + figures correct as + of March 2023 +68 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued +The secret vegetable is an "onion". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_71.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..9d9dad8d0f4d4350b8b8ea96bf27fffd2f0f0ba5 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_71.txt @@ -0,0 +1,92 @@ +Water Performance Summary +FY23 Performance Highlights +• Water efficiency measures installed at various sites, including +water re-use in connection with both irrigation and cleaning +• We have begun switching our water meters to smart meters +• Our energy broker, who manages our water meters, has +upgraded their water validation systems to improve the data +we receive on our consumption +Waste Performance Summary +FY23 Performance Highlights +• We maintained our policy to divert 100% of our waste from +landfill +• Our recycling rate was 63%6, bringing us three quarters of the +way to achieving our 2025 target of 85%. +• 65% of total waste generated avoided incineration. Waste that +was incinerated benefited from energy recovery. +6. based on total non-organic waste +7. Calendar year of 2022 +8. Calendar year of 2021 +Narrative on FY23 Performance +In FY237, the waste generated across our like-for-like portfolio +increased by 15%, largely attributable to the re-opening of our +occupiers’ stores following successive periods of closure during 2021, +when total waste generated reduced by a third compared with FY20. +Considering only non-organic waste, the % split of waste recycled +(63%) and incinerated (37%) remained consistent. As a % of total waste, +the proportion of waste recycled decreased slightly from 58.8% to +57.9%. The proportion of waste incinerated also decreased slightly from +35.1% to 34.6%. These decreases occurred in favour of an increase in +the proportion of waste composted and/or sent to an anaerobic +digester, which improved from 6.0% in FY228, to 7.6% in FY23. +Whilst a decrease in overall waste recycled appears contrary to our +target to increase recycling rates, this % decrease (alongside a similar +% decrease in total waste incinerated), is driven by increased +composting and anaerobic digestion through improved segregation +of food waste. +However, looking only at non-organic waste, our recycling rates have +remained stable. Improving waste sorting facilities and our +understanding of barriers to further recycling have therefore been +identified as priority areas for our centre management engagement & +training, which will take place later this year. +Narrative on FY23 Performance +In FY23, we unfortunately saw a 31% increase in like-for-like water +consumption across our portfolio, in part as a result of a considerable +underground leak identified at the Abbey Centre, Newtownabbey. +Excluding this isolated incident, water consumption across the +remainder of our portfolio increased by 18%, with a key driver +including increased trading of our F&B retailers as a result of +improved customer confidence owing to the passage of time since +the worst of the Covid pandemic. +Water efficiency measures installed during the year included: +• a leak detection system at the Ridings Centre, Wakefield +• installation of water butts to the roof of the Cornmill Centre, +Darlington for irrigation purposes +• re-use of rainwater through deionised reach & wash window +cleaning system, to clean the glazed roof areas of the Avenue +Our Environmental & Social Implementation Plans require that +opportunities to install leak detection systems, reuse stormwater and/ +or grey water, and to install low-flow fixtures, are reviewed on a +quarterly basis. This ensures that there is an ongoing process of +assessing the feasibility of initiatives which seek to contribute to +reducing our water consumption. Whilst the leak we experienced at +the Abbey Centre was unfortunate, this is a lesson that will be drawn +upon in our evaluation of leak detection systems as part of these +plans going forward. +3.2% 4.4% +34.6%28.8% +29.0% +Waste to incineration with energy recovery +Waste to dedicated recycling facility +Waste to mixed recycling facility +Waste to composter +Waste to anaerobic digestion +1.5% +16.1% +0.9% +0.02% +0.48% +60.9%7.6% +0.6% +11.9% +General waste +Dry mixed recycling +Cans & Plastics +Glass +Wood +Mixed metals +Other +Food waste +Paper/Cardboard +Disposal Route Waste Type +69NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_72.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..ca24c3660629d72b1049b0f8020bc3e06198e7d3 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_72.txt @@ -0,0 +1,82 @@ +Maximising our Social Impact +Maximising our social impact means taking every opportunity to generate meaningful social value in our workplace and in our communities. +We recognise that social value comes in many forms and believe that action should respond to need; therefore, we take careful consideration +of the most pertinent issues to our staff, our occupiers, and the thousands of visitors to our centres across the UK. +Progress Towards Our Near-Term Social Targets +Target Target +Year +Progress +% +FY23 Progress Report +Support a minimum +of 5 industry/ career +engagement activities +for young people +per year +Per year N/A This is a new target which we have set ourselves this year following the expiration of +our previous work experience offering target. Last year, we disclosed that we had not +fulfilled our target to provide work experience placements at 50% of our assets, as our +centre teams found it particularly challenging to meet the supervision requirements of +local school engagement programmes. +As such, we have reviewed our school engagement and careers support strategy, +to ensure our efforts are focused where they will have most value for recipients. +To this end, NewRiver has become a member of The Academy of Real Assets (TARA). +Examples of initiatives which we will support in pursuit of this target include: +employment fairs, interactive days/workshops in schools, site visits at our assets, +and work experience opportunities. +So far, we have contributed to TARA’s book competitions and provided meeting space +for their board, and we look forward to becoming actively involved in face-to-face +engagement activities with the young people they aim to inspire into +the real estate industry. +Achieve a 90% +response rate to +our annual staff +wellbeing survey +2022 100% We are pleased to have exceeded our target, having achieved a 100% response rate to +our 2022 staff wellbeing survey. +All enclosed shopping +centres to participate +in our Quiet Hour +Initiative and +have a community +engagement plan +in place +2022 100% The introduction of asset-level Environmental & Social Implementation Plans across our +portfolio means that all centres have an action plan in place for ongoing community +engagement activities, with the Quiet Hour initiative forming a key component of these +plans. Some centres experienced Covid-related disruptions to their Quiet Hours, +however most were able to re-instate them by the end of 2022. All centres have +now re-instated their Quiet Hours. +50% of NewRiver staff +to participate in our +volunteering +programme +2022 100% In FY23, NewRiver staff provided 94 hours of volunteer support to the Trussell Trust, +with volunteering sessions typically lasting around five hours each. Further volunteering +support was provided to charities close to individual staff members, amounting to 108 +hours. Overall, NewRiver staff therefore participated in 40 volunteering sessions, which +equates to an 82% participation rate. We have therefore achieved this target. +The NewRiver team also supported their chosen charities in other ways, such as +through fundraising activities. For example, over £900 was raised for Macmillan Cancer +Support through sponsored exercise challenges. +Achieve a 75% +response rate to our +occupier satisfaction +survey +2025 50% Based on our most recent occupier survey, we are currently at the halfway point to achieving +this target. Our centre managers play a pivotal role in our ability to collect a representative +sample of occupier views, and we have sought their feedback on our current research +collection processes, which we will utilise to help increase our response rate. We will also be +introducing a charity donation incentive to encourage greater levels of participation. +Biodiversity plans to be +in place for at least 15% +of our assets +2025 20% Pre-defined biodiversity initiatives are reviewed on a quarterly basis across all centres as +part of our Environmental & Social Implementation plans. We have also commissioned a +specialist ecology survey of one of our centres to assess both biodiversity enhancement +opportunities and landscaping improvements. Considering only externally produced +biodiversity plans, our current progress against our target is 20%. +SOCIAL +Strategic Report +70 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Our ESG approach continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_73.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..65a06e16557a0f3f64a8ab5d9e0271c5d4dbce84 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_73.txt @@ -0,0 +1,54 @@ +Engaging our Team +Our approach to engaging our team is centred around our aspiration +to listen. We seek to understand the varying priorities of our team +across all levels and departments of our business to enable the +development of policy and process solutions which respond to +staff needs, support wellbeing, and provide a positive cultural +environment within which colleagues envisage continuing their +career development in the long term. We believe the longstanding +nature of our low employee turnover rate is testament to the +effectiveness of this approach. +Monitoring +Needs +Assessment +Action +Planning +Policy +Development +Staff +Training +Implementation +FY23 PERFORMANCE HIGHLIGHTS +Our most recent staff survey returned an overall satisfaction +score of 71%, with over 80% of staff identifying that they: +• Resonate with the company values +• Frequently receive useful career and personal +development feedback, recognition and encouragement +from their line managers +• Are confident in our zero-tolerance approach +to discrimination +• Feel that we are flexible towards family commitments +• Are satisfied with the information we provide +on mental health +• Consider their mood at work to be generally positive +• Find it easy to concentrate in the office +environment provided +• Feel supported by their team members and +enjoy working with them +• Are challenged and excited by the work they +do at NewRiver +How we +engage +our team +Monitoring and needs assessment take place both through the +employee appraisal process and anonymously via our annual staff +survey. Our internal staff survey is developed in partnership with, +and responses are independently analysed by, Cushman & +Wakefield. Questions are designed to gain insights into staff opinion +and identify beneficial actions in respect of NewRiver’s policies, +procedures and cultural norms in the areas of: leadership team/ +management personnel; company culture; corporate social +responsibility; employee health and wellbeing; personal growth +opportunities; team dynamics; and the benefits and recognition +scheme. +71NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_74.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..3a7d17dbba37704bc4a55fac0b25e7442a7c2539 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_74.txt @@ -0,0 +1,70 @@ +We received recommendations from Cushman & Wakefield following our most recent survey, which we have considered and +actioned as follows: +Recommendation Action taken +Utilise key findings from the +survey to further educate staff +on the wellness benefits of our +flexible working policy and +ensure full cultural acceptance +of our new ways of working, to +empower all staff to exercise the +policy in a way that reflects their +personal circumstances +The flexible working policy has been clarified with the team at various points since its inception, +with the formalisation of a policy for all staff to work 3 days per week in the office and 2 days flexibly. +Days “on site” at our assets count as “in office” days, to maintain the intended balance. The policy +allows individuals to choose which days they work in office, subject to the needs of the business and +their teams. +The move to our new flexible working environment at 89 Whitfield Street also engenders the +hybrid working approach with hot desking, with fewer desks than head count underpinning the +business’ expectation and understanding that the entire team works flexibly. +Communication is enhanced by the maintenance of a “Days in the Office” diary so everyone +can see the work choices their team members have made. +Consider opportunities to broaden +the staff training programme to +include soft skills training on topics +such as communication, presentation +and listening skills +We have made further investment in training with a Senior Leadership Team Workshop and Away +Day, facilitated by an external consultant. The workshop utilised Myers-Briggs Type Indicator profiling +and then discussion around how that profiling can be leveraged to improve communication and +leadership styles. +Bi-weekly staff meetings covering a variety of topics are now fully operational and regularly delivered +by external speakers to provide insight and training on topical issues and industry trends. We have +also explored the opportunity for further training with our Apprenticeship Training Provider (Multiverse), +offering the opportunity to all staff to take advantage of upskilling courses, including Data Literacy and +Business Transformation. These courses are suitable for varying levels of experience and cover topics +such as managing change in a digital world and leveraging data management tools to develop +narratives and support decision-making. +Presentation Skills Training will also be offered to all staff at the start of FY24. This will cover both +virtual presentation as well as face to face skills training. +Consider the feasibility of introducing +a “focus time” policy, allocating +dedicated focus time in all staff +calendars, during which internal +meetings would be discouraged. +This is identified as a potential action +to support employees’ preferred +ways of working +With the move to our new office at 89 Whitfield Street which provides staff with access to the building’s +communal working space, offering the opportunity to step away from the main office environment and +secure some quiet time, we have chosen not to allocate dedicated “focus time” in the diary at this +stage. We will continue to monitor views on whether our current solution is effective, and reconsider +Cushman & Wakefield’s recommendation if required. +Utilise survey feedback to inform +the design of our new office space. +Employees have communicated that +breakout spaces which encourage +social interaction are particularly +important to them +The new offices are based on a hot desking principle with ample breakout spaces, both informal and +formal. The feel of the new office is relaxed and non-corporate with comfortable chairs, lots of plants to +enhance wellbeing. An on-site café is also available for a quick coffee catch-up or lunch, and is well-utilised +by NewRiver staff. +We also have a wellness team which organises various activities alongside promoting participation in the +regular timetable of activities arranged by Derwent London (our landlord) which includes pop-ups and +competitions, such as a table tennis tournament which we recently won! +72 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued +The secret object #3 is a "knife". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_75.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..4b7b36c340728771852c6a28d1a220260705278d --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_75.txt @@ -0,0 +1,59 @@ +Helping our Team embed our ESG Programme into the business +ESG training is delivered to our team by our external consultants on an annual basis. Training sessions cover a range of topics including +industry initiatives and trends, updates on our performance, and support for implementing any newly introduced policies and processes. Annual +training sessions extend to our on-site teams, who receive training specific to the nature of their roles. +We also run more informal sessions on an ad-hoc basis throughout the year, to provide specific updates and ensure timely implementation of +new processes as they are established. Recent examples include a morning coffee break session providing tips for understanding our personal +carbon footprints and how to make more environmentally conscious choices at home, as well as training on an improved MEES risk +management process. +The latest process improvements we have made to further our work to embed our ESG objectives in all business functions include: +Process Quarterly Property ESG +Performance Monitoring +Supplier Vetting +& ESG Evaluation +Business function Asset Management Finance & Procurement +Description Introduction of sustainability KPIs to be monitored by +asset managers across our core portfolio on a +quarterly basis, for inclusion in existing reporting +processes. KPIs consider issues such as recycling +rates, AMRs, green lease clauses, occupier +engagement, and the delivery of initiatives through +our Environmental & Social Implementation Plans. +Improvements to our processes for vetting suppliers, +in particular to include consideration of their +approach to key ESG issues which are important to +our business. The new process will enable an +evaluation of potential suppliers’ approaches to +sustainability, so that we can assess the level of +alignment between our objectives and our spend on +goods & services. +Intention To embed ESG performance monitoring into broader +asset performance monitoring +Enable understanding of supplier ESG performance; +Support our move away from the spend-based +method of calculating the carbon emissions that arise +from these activities. +We continue to include personal ESG targets in employee goal setting and performance appraisals. We encourage employees to include +targets which support our corporate objectives, but also provide the flexibility to set personal targets that address issues which are important to +them or their role. Members of senior management also have specific ESG-linked performance goals connected to their remuneration. +We Continue to be Recognised by +the CDP for Managing Climate Issues +NewRiver seeks to be transparent in its approach to climate +action, and participating in the CDP is an essential part of the +way we achieve this. In the 2021 and 2022 benchmarking +processes, we were awarded a score of ‘B’, taking us from the +‘awareness’ to the ‘management’ level; testament to the +dedication of our business to driving alignment with a best +practice approach to climate risk management. + +We achieved “Global Sector Leader” +Status in the GRESB Development +Benchmark +NewRiver has been recognised by GRESB as a Global Sector +Leader in the category of hotel development, following the +completion of our Romford Premier Inn project which achieved +BREEAM New Construction certification. This development +delivered on our key ESG targets, including to measure and +reduce embodied carbon through the design process. + +73NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_76.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_76.txt new file mode 100644 index 0000000000000000000000000000000000000000..b47eaf07b2ba12508ccdb2fc773323b0c959d46c --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_76.txt @@ -0,0 +1,87 @@ +DIVERSITY AT A GLANCE +Ethnic +diversity(2) +17% +Mean +gender pay gap +34% +FY22: 30.6% +Median +gender pay gap +29% +FY22: 33.2% +Board +Male:Female ratio +71:29 +FY22: 71:29 +Exco +Male:Female ratio +60:40 +FY22: 60:40 +Company +Male:Female ratio +53:47 +FY22: 51:49 +Our Commitment to Diversity, +Equity & Inclusion (DEI) +As a company, we are committed to a culture of diversity and +inclusion in which everyone is given equal opportunities to progress +regardless of gender, race, ethnic origin, nationality, age, religion, +sexual orientation or disability. We continue to strive to provide the +most flexible employment policies to enable all of our employees to +combine a fulfilling career with an active home life. +Equal Opportunities +We have recently updated our Equal Opportunities policy to provide a +comprehensive standalone policy statement which clearly communicates: +• What we regard as acceptable and unacceptable behaviour at +work; +• The rights and responsibilities of those to whom the policy applies; +• The procedure for dealing with concerns or complaints; +• How we will deal with any breach of our policy; +• Who is responsible for the policy; and +• How it will be implemented, monitored, and reviewed. +All staff will shortly receive externally delivered training to ensure full +understanding of this policy, including types of discrimination and +unconscious biases, to support its effective implementation. +Board Diversity +As part of the policy review process which produced our updated +Equal Opportunities Policy, we have also developed a new Board +Diversity Policy, which includes the following objectives: +• At least two members of the Board are female, with a long-term +aspiration to achieve no less than 40% female representation on +the Board; and +• In the longer-term, at least one director will be from a non-white +ethnic minority background. +Whilst recognising that: +• This balance may not be achieved until further Directors are +replaced at the end of their tenure; +• On an ongoing basis, periods of change in Board composition may +result in temporary periods when this balance is not achieved; +• All appointments must continue be made on merit; +• And new appointees embody the core values of the Group. +Gender Pay Gap +Last year, we took the decision to begin publishing our gender pay +gap information. As we have fewer than 250 employees, we are not +obliged by The Equality Act 2010 (Gender Pay Gap Information +Regulations 2017) to disclose our gender pay gap, however we are +pleased to provide our disclosure below in support of our +commitment to DEI. +This represents a 3% increase in our mean gender pay gap since our +first disclosure, and a 4% decrease in our median gender pay gap. +These fluctuations are driven by differences in the roles and seniority +levels of male and female leavers and joiners to NewRiver over this +period. +In interpreting this gender pay gap disclosure, it is important to note +that this is not a calculation of equal pay for equal work. The gender +pay gap is the difference between the average annual salaries of +men and women across all levels of the company, excluding any +bonuses or other benefits received. The comparison is drawn across +all departments of the business, spanning all levels of seniority. We +adopt a strict equal pay for equal work policy, ensuring that all +remuneration is managed in compliance with equality legislation. +(January 2022 - December 2022)(1) +1. Comparables refer to previous reporting period for FY22, 1 April 2021 to 31 March 2022. +2. Not disclosed in FY22 +74 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_77.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_77.txt new file mode 100644 index 0000000000000000000000000000000000000000..d651278b137d129356a634c97cb9d4b49e68d8fd --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_77.txt @@ -0,0 +1,65 @@ +Employee Social Performance Measures +EPRA Code Performance Measure Unit(s) of Measure Boundary FY231 FY222 +Diversity-Emp Employee gender diversity Percentage of employees, +Board diversity +NewRiver Board 29% female/ +71% male +29% female/ +71% male +Percentage of employees, +All employee gender diversity +NewRiver +direct employees +47 % Female/ +53% Male +49% female/ +51% male +— Employee racial diversity Percentage of employees, +All employee racial diversity +84% White/9% +Asian/1% +Caribbean/ 5% +Mixed/1 % Moth +88% White/ 8% +Asian/ 2% mixed/ +2% Moth +Diversity-Pay3 Gender pay ratio Ratio of gender pay, +mean/median +34% Mean/ +29% Median +30.61% Mean/ +33% Median +Emp-Training Employee training +and development +Average hours/employee 26 23 +Employee training, subscriptions, +surveys, and online platforms +Total £s invested £142,492 £159,202 +Employee health +& safety training +Average hours/ employee 2 0 +Emp-Dev Employee +performance appraisals +Percentage of employees 100% 100% +Emp-Turnover Total number of new hires Total number 2 5 +Total number of leavers Total number 9 5 +Rate of new hires Percentage 4% 10% +Rate of employee turnover Percentage 15% 0% +— Temporary staff Percentage of employees +who are contractors or +temporary staff +0% 0% +H&S-Emp Injury rate Per 100,000 hours worked 0 0 +Lost day rate Per 100,000 hours worked 0 0 +Absentee rate Days per employee 0 0 +Fatalities Total number 0 0 +— Instances of non-compliance +with labour standards +Total number 0 0 +1. 12-month period ending 31 December 2022 +2. FY22 figures include the employees of Hawthorn Leisure +3. As we have fewer than 250 employees, we are not obliged by The Equality Act 2010 (Gender Pay Gap Information Regulations 2017) to disclose our +gender pay information. We calculate gender pay gap based on the difference between the average annual salaries of men and women, excluding +bonuses and other benefits. + +75NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_78.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_78.txt new file mode 100644 index 0000000000000000000000000000000000000000..bea91b4a558006caa62f000e4d2ab38c37b5cdd9 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_78.txt @@ -0,0 +1,59 @@ +Engaging our Occupiers +Occupier satisfaction is a core priority of our business; as such, we undertake routine surveys to gain insight into occupier opinions on material +topics such as the service-mindedness of our centre management teams and our sustainability programme. +The opportunity to respond to our 2022 survey was offered to 100% of our occupiers, and we received a total of 415 responses. Our next +survey will be undertaken in the autumn of this year. +We also received some helpful, constructive feedback which we would like to take this opportunity to respond to: +Feedback Item NewRiver Response +60% of retailers would be interested +to hear more from us on the overall +sustainability performance of their +individual centre. +We are working with our energy brokers to create a platform capable of storing and presenting +sustainability performance data for both the landlord and occupier areas of our portfolio. The +success of this solution will require collaboration with our occupiers, and we are hopeful that +this will deliver helpful insights to support a reduction in our collective environmental impact. +Our retailers advised us that they +would welcome more opportunities +to charge electric vehicles. +We currently have 123 new charging bays in the pipeline for near-term delivery across our +portfolio. We will also review further opportunities as part of the Green Travel Plan milestone +on our net-zero pathway (2024). +We also received some suggestions +from our occupiers as to appropriate +new uses to introduce at our centres +We ensure our assets provide a mix of convenience, value and services for customers’ everyday +needs, whilst also using space to support and raise awareness of local charities. The feedback +we receive through our occupier survey is invaluable to us in being able to achieve and maintain +this position. +KEY INSIGHTS +from our 2022 survey include: +86% +of retailers agree that their centre +manager is easily contactable, +responsive, and that general +communication is timely and effective. +89% +of respondents are satisfied with the +management of cleaning and waste +in common areas +Most of our occupiers are satisfied +with the various community events we +host throughout the year, as well as the +initiatives we implement to support the +elderly and people with disabilities +67% +of respondents rated their general +satisfaction as 8/10 or higher, +with 26% providing a rating of 10/10 +82% +of retailers agree that improving the +sustainability performance of their +business is important, with over 64% +rating it as “very important” +Most of our occupiers are satisfied with +the sustainability initiatives we implement +at our centres +76 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_79.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_79.txt new file mode 100644 index 0000000000000000000000000000000000000000..59a3ed40625400340e2d9167d86844d24337400f --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_79.txt @@ -0,0 +1,81 @@ +Carving a collective pathway to Net-Zero +1. Correct as of September 2022 +In FY23 our support for the Trussell Trust provided: +158.5 hours +of volunteered support, with a + total value of £2,550* +4.5 tonnes +of food donations, once again this equates to approximately 59,300 +portions or £8,900 worth of pasta, enough dinners for.... +40 families of 4 +for a whole year +£125,633 +of direct monetary donations in FY23 +£66,320 +raised by over 30 NRR team members running 10k + * Based on the national TOMs Framework proxy value for voluntary +hours donated to support VCSEs (excluding expert business advice) +of £16.09 per hour +This year, to inform our occupier engagement strategy as part of our +journey to becoming a net-zero carbon business, we have +undertaken a review of our occupiers’ sustainability commitments +and emissions reduction ambitions, to understand current levels of +alignment and identify key areas in which to focus our engagement +efforts. +In reviewing occupier commitments, we were encouraged to learn +that 57% of our portfolio by floor area is occupied by retailers who’ve +already set emissions reduction targets, with a further 3% having +disclosed that they are in the process of developing targets1. Of the +57% occupied by retailers with existing commitments, 70% is +occupied by BRC Net-Zero Roadmap signatories. These +organisations have committed to work together with other retailers, +suppliers, government, and other stakeholders to bring the UK retail +industry’s emissions to net-zero by 2040. +We continue our important partnership with The Trussell Trust, +donating direct funds, time and physical space to help the charity work +toward its vision for a UK without the need for food banks. +Staff are able to participate in monthly volunteering opportunities with +our corporate charity partner, the Trussell Trust, or elect to utilise their +gifted volunteering time to support any cause that’s particularly close +to their hearts. +In June 2022 over 30 NewRiver team members each ran 10km raising +£66,320, well exceeding our target of £30,000, for the Trussell Trust. +57%40% +3% +70%70% +Commitment in development +No Commitment +Commitment Made +Occupiers committed to BRC +Occupier carbon emission reduction targets +58 +176 +92 +124 +Trussell Trust donations 2018-2022 Per £000 +2022 20232019 2020 2021 +58 +176 +92 +124 +Trussell Trust donations 2018-2022 Per £000 +2022 20232019 2020 2021 +£450k +of direct monetary +donations to date since our +partnership with the Trussell +Trust began in June 2019 +We were very pleased to learn, therefore, that the majority of our +occupiers share our sustainability vision. This exercise was also +helpful to us in understanding key areas in which we might be able to +offer insight and learnings to our occupiers as we work to achieve our +own net-zero targets. In particular, we hope to be able to support our +SME occupier base on this journey. +Having formalised our policy and framework for measuring embodied +carbon across our development and major refurbishment projects, +including lifecycle carbon targets reflective of industry best-practice +guidelines, we will shortly be providing guidance to our occupiers for +selecting materials in the fit-out and property maintenance processes +which reduce the embodied carbon impact of works. +Our Partnership with The Trussell Trust +77NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_8.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..94e3aeddb52f72bb6c17af86d6872b1d13af2321 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_8.txt @@ -0,0 +1,63 @@ +28% +11% +23% +1% +37% +Retail Parks + Shopping Centres +– Core + Shopping Centres +– Regeneration +Shopping Centres +– Work Out +Other +Our resilient retail portfolio, focused on providing essential +goods and services to local communities, has once again +delivered a strong operational performance reflecting +the active occupational demand for space at our assets +and demonstrating the underlying resilience within our +portfolio and our platform. +Resilient retail at a glance +Portfolio segmentation +1. Retail Parks +2. Core Shopping Centres +3. Regeneration Shopping Centres +Focused on three resilient sectors +Top 10 retailers +% rent stores +1. 3.4% 20 +2. + 3.1% 10 +3. 2.4% 14 +4. 2.3% 4 +5. + 2.2% 14 +6. 2.1% 13 +7. 2.1% 5 +8. 2.0% 6 +9. + 1.6% 3 +10. 1.4% 11 +total 22.6% +FY21 FY22 FY23 +95.6% +95.8% +96.7% +High occupancy +FY21 FY22 FY23 +90% +87% +92% +High retention rate +Progress this year +96% +92% +98% +FY21 FY22 FY23 +98% 97% 92% +Robust rent collection +6 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Strategic report +Our business +Strategic Report \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_80.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_80.txt new file mode 100644 index 0000000000000000000000000000000000000000..5a0abe14a42d6ba3f6eae02205c493d01ee46a40 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_80.txt @@ -0,0 +1,59 @@ +Asset Social Performance Measures +EPRA Code Performance Measure Unit(s) of Measure Boundary FY23 FY22 +H&S-Asset Asset health and safety +assessments +Percentage of assets +Managed Assets +100% 100% +H&S-Comp Asset health and safety +compliance +Number of incidents +in reporting year +0 0 +Development and major +refurbishment project health +and safety compliance +Number of incidents +over past 3 years +0 – +Comty-Eng Community engagement, +impact assessments and +development programmes +Percentage of assets 100% 100% +A Mission for a Merry Christmas +Locks Heath Shopping Village in Fareham supported its local +‘Mission Christmas’ event during the festive period, where over +200 gifts were donated by the local community and employees. +These donations, along with others, were distributed to nearly +70,000 children and teens across the south coast who +otherwise wouldn’t have received a gift on Christmas Day. + +A Hole in One for Local Charities +Customers at the Ridings Centre, Wakefield supported their +favourite local charities, whilst testing their sporting prowess, by +trying to “get a hole in one” using their spare change at a +mini-golf themed donation point. Depending on where the coins +land, they are donated to one of four charities: The Trussell +Trust, Age UK, Wakefield Hospice, or Wakefield Street Kitchen. + +AT OUR CENTRES +Supporting our Communities +Supporting impactful local causes through the position we hold in our communities has +always been central to our culture and strategy of creating shared value for our stakeholders. +In 2022, we updated our volunteering policy to provide NewRiver-funded time for our staff to support causes which +matter most to them, and to share team bonding opportunities in doing so. +598 +hours spent by on-site +staff supporting  +community initiatives +£87,124 +Monetary donations raised +by aggregate charity +fundraising activities +259 +social, community +or charitable +initiatives supported +78 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_81.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_81.txt new file mode 100644 index 0000000000000000000000000000000000000000..b51ac4aeabfd3e3eca79721ec5b1a44e28644c18 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_81.txt @@ -0,0 +1,94 @@ +Our Governance of Sustainability and Climate-Related Matters +Our purpose is to buy, manage and develop retail assets across the UK which provide essential goods and services, supporting the +development of thriving communities. +Our Board recognises our responsibility to ensure our portfolio can weather the physical and transitional risks created by a changing climate to +ensure the long-term resilience of our business and the returns we achieve for our investors, as well as the all-important communities we serve. +Governance Performance Measures +EPRA +Code +Performance +Measure +Unit(s) of Measure FY231 FY222 +Gov- +Board +Composition of the highest +governance body +Number of executive +board members +2 2 +Number of independent/ +non-executive board +members +4 4 +Average tenure on the +governance body +3.6 4.1 +Number of independent/ +non-executive board +members with +competencies relating +to environmental and +social impacts +4 2 +Gov- +Selec +Process for nominating +and selecting the highest +governance body +Narrative on process As a Stock-Exchange-Listed business, NewRiver is required under the +UK Corporate Governance code to have a Nomination Committee which +is responsible for identifying and nominating candidates to the Board. +Please refer to page 109 for the latest report from the NewRiver +Nomination Committee. +Gov- +Col +Process for managing +conflicts of interest +Narrative on process As a Stock-Exchange-Listed business, NewRiver is required under the UK +Corporate Governance Code to identify and manage conflicts of interest. +Directors also have duties under the Companies Act 2006. To manage this +process, the Company Secretary keeps a register of all Directors’ interests. +The register sets out details of situations in which each Director’s interest +may conflict with those of the Company (situational conflicts). The register is +reviewed at each Board meeting so that the Board may consider and +authorise any new situational conflicts identified. At the beginning of each +Board meeting, the Chairman reminds the Directors of their duties under +sections 175, 177 and 182 of the Companies Act 2006, which relate to the +disclosure of any conflicts of interest prior to any matter that may be +discussed by the Board. +There is also a staff conflicts of interest policy in place which requires any +potential conflicts to be kept on a register and regularly updated. This is +reviewed by the Audit Committee on a six-monthly basis. + – Board oversight of +code of conduct +Narrative on process The Company has a code of conduct that is included in the staff handbook. +Non-compliance would be a staff disciplinary matter. The Board, through its +Audit Committee has oversight of non-compliance. The Company also has a +whistleblowing policy and process which is regularly reviewed by the audit +committee. There have been no instances of non-compliance. + – Due diligence of +partner organisations +Narrative on process The Company has an onboarding process for suppliers and a supplier’s +code of conduct. The Company also has a Modern Slavery policy. Suppliers +are required to confirm that they agree to this Modern Slavery policy as part +of the on-boarding process. + – Anti-corruption +measures +Narrative on process The Company has an Anti-bribery and anti-corruption policy. As part of this +policy there is a gifts and hospitality approval process and register. +A conflicts of Interest policy is also in place as well as a whistle-blowing +policy and process. + – Fines and settlements +in connection with +non-compliance with +environmental, anti-bribery/ +corruption, or other ESG- +related regulation +Total GBP of fines in past +three years, type of +non-compliance +£0, no incidences of non-compliance +1. 12-month period ending 31 December 2022 +2. 12-month period ending 31 December 2021 +GOVERNANCE +79NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_82.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_82.txt new file mode 100644 index 0000000000000000000000000000000000000000..138a6737e27bb4c9cbfcadc304c30a3678ca55e9 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_82.txt @@ -0,0 +1,80 @@ +TCFD: our journey +to climate resilience +NewRiver’s Board recognises the importance of adopting a sound +framework that supports the business to enhance the resilience of +our assets against the impacts of climate change. +NewRiver is committed to embedding the recommendations of the +Financial Stability Board’s Task Force on Climate-related Financial +Disclosures (TCFD) within our approach to climate-related risk +management. This disclosure aims to present a transparent account +of our processes designed to support our journey towards a +low-carbon business model, structured around the TCFD’s four +recommendation pillars: Governance, Strategy, Risk Management, +and Metrics and Targets. +Our 2023 disclosures represent our fifth consecutive TCFD report. +We consider that the following report is consistent with all of the +TCFD’s recommendations and recommended supporting disclosures; +these being the four pillars referenced above, and the eleven +disclosures within, which are signposted throughout this report. The +Governance +TCFD Governance Recommendation ‘a’: Describe the board’s oversight of climate-related risks +and opportunities +Our Board takes ultimate responsibility for our business’ resilience against climate issues and the transition of our portfolio to a low-carbon +operating model. Material climate issues are considered by the Board when reviewing NewRiver’s strategic approach to managing +associated impacts on the day-to-day operation of our assets, to preserve our ability to create value for our investors and communities. +Allan Lockhart, our Chief Executive and senior Board Director, retains overall accountability for our ESG programme and approach to +climate matters. +The Board’s oversight is supported by the ESG Committee, led by our Head of Asset Management and ESG, Emma Mackenzie. The +Committee meets quarterly to oversee NewRiver’s approach, which is guided by our Pathway to Net-Zero, whilst reviewing and ensuring +that appropriate resources are mobilised to enable proactivity. The Committee provides quarterly briefings to the Board, updating its +members on key milestones achieved by the ESG programme. +The Board and the Audit Committee adopts an integrated risk management approach, in which ESG and climate issues are embedded. +The Committee regularly evaluates NewRiver’s risk appetite, together with emerging and principal risks which are captured in the risk +register maintained by the Company. The Committee considers a range of risks across six risk categories, linked to our business model, +strategic priorities, and external environment. Climate-related risk represents one of the principal risk categories. The Committee regularly +evaluates changes to identified risks and ensures that appropriate controls are applied in alignment with the Board’s risk appetite. +During the reporting year, the Terms of Reference for our Executive Committee were updated to further clarify the role of the committee +members in managing climate-related risks as part of our ESG programme. We also appointed Dr Karen Miller to the Board as of Q1 FY23, +who has the climate-related expertise required to have specific responsibility for ESG matters across the business. +The Board received ESG training in FY22, including climate-related issues, and determined that additional ESG training would not be +required annually particularly given the strengthening of the Board in this area through the expertise of Dr Karen Miller. However, the +requirement for ESG training to the Board will be considered annually. The Board routinely considers the impact of climate-related issues +on the business, its assets and strategy throughout the year with key matters of concern or opportunity being escalated to the Board via +the CEO and ESG Committee; one example of this is the cost to the business to ensure the assets in England & Wales are MEES compliant +in line with the recent change to legislation. +TCFD Governance Recommendation ‘b’: Describe management’s role in assessing and managing +climate-related risks and opportunities. +Senior management is closely involved in our day-to-day approach to climate issues. Through her dual role as Head of Asset Management +and ESG, Executive Committee member Emma Mackenzie regularly engages with asset and property management teams to ensure +appropriate energy and carbon management processes and policies are integrated within all management activities. +In addition, asset and property management teams interact with centre management to ensure that policies are implemented across the +portfolio and that performance is tracked through our ESG programme. Quarterly performance updates are provided to the Board via the +ESG Committee. +Our internal teams and centre managers have all received ESG training during the year, delivered by our external consultants. We invest in +these sessions to ensure that management personnel are kept abreast of the latest developments in sustainability best practice and +evolving climate-related issues. +The Remuneration Committee includes an ESG objectives as part of the bonus objectives for both the Board and the Executive +Management. This is a pre-defined percentage of bonus with a high degree of measurability, and forms part of the overall performance +assessment for management. +TCFD’s Guidance for All Sectors has been considered in order to +achieve this stated level of consistency with the recommendations. +We also commissioned GRESB’s independent review of our 2022 +TCFD disclosures and were awarded an “A” alignment rating. This +review will be continuously evolving and we acknowledge the areas +for further improvement, such as enhanced granularity of our +disclosure in connection with the TCFD’s Strategy recommendation, +which will be supported by the commissioning of costed net-zero +plans for our assets (see page 86). +We continue to develop our capabilities and explore new methods +and technologies to support our response to emerging climate- +related risks. We have recently commissioned a portfolio-wide +assessment of physical climate-related risks, including how exposure +levels may change under different warming scenarios. We are also +focusing on deepening our understanding of our Scope 3 emissions +to reduce reliance on estimations in the way we account for them, for +example, in connection with the Scope 3 category of Downstream +Leased Assets, for which we are currently exploring a technology +solution via our energy brokers. +80 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_83.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_83.txt new file mode 100644 index 0000000000000000000000000000000000000000..1095793d4ece3ab5b1345f300b466b172517067f --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_83.txt @@ -0,0 +1,82 @@ +Strategy +TCFD Strategy Recommendations ‘a’ and ‘c’: +Describe the climate-related risks and +opportunities the organisation has identified +over the short, medium, and long term; and +describe the resilience of the organisation’s +strategy, taking into consideration different +climate-related scenarios, including a 2ºC or +lower scenario. +NewRiver considers climate-related risks, as well as opportunities, +that may arise from both the physical impacts of climate change and +the transition of our managed assets across the UK to a low-carbon +operating model. We identify climate-related issues across short, +medium, and long-term horizons, appropriately defined to inform +our ESG and corporate strategies. +We have identified relevant short-range and long-range time horizons +separately for transition risks and physical risks due to both the +nature of the potential risks, our expectations for how they will +change over time, and the way in which we assess and manage them +as a business. We anticipate that relevant transition risks are likely to +be susceptible to a higher degree of change over a shorter period, +and so the transition risk time horizons we consider are: +Short: +<5 years +Medium: +5-15 years +Long: +>15 years +Physical risk time horizons are based on the IPCC definitions of short, +medium, and long-term climate models, which represent equal +20-year periods up to 2100. These periods have been used to assess +the exposure of our portfolio to climate change under three warming +scenarios, including a within 2oC scenario. The physical risk time +horizons we consider are:: +Short: +2021-2040 +Medium: +2041-2060 +Long: +2081-2100 +Our strategy is designed to enable us to build resilience +considerations into the acquisition and operation of our assets as an +integral part of our overall approach to asset management. As our +portfolio consists of assets located in the UK only, there is little +variation in exposure levels to both transitional and physical risks +and opportunities across our assets. Our net-zero pathway and +the interim targets we have set ourselves guide our approach to +remaining resilient to principal transition risks (refer to table on +page 82). The findings of our physical risk assessment and sensitivity +analysis using low and high carbon scenarios show that there is very +little change to the exposure of our portfolio to physical climate risks +in the best and worst case scenarios (refer to table on page 85), +with overall risk being relatively low. +Transition Risks & Opportunities +The table on page 82 outlines the principal transition risks we have +identified and the ways in which we expect their relevance to +NewRiver to evolve over the defined time horizons. Our assessment +considers risks and opportunities associated with keeping warming +to within 1.5-degrees above pre-industrial levels - as our strategy is +based on this objective – and therefore assumes that the end date +for achieving net-zero is 2050. +Generally, we consider that exposure to Policy & Legal, Technology +and Market-related risks is likely to peak in the medium-term, whilst +the reputational risk posed by an ineffective response to climate +change is assessed to remain relatively constant, although the +necessary actions to achieve an effective response will naturally +increase, which is reflected in the gradually broadening scope of +our emissions reduction targets over this period. +Should collective efforts to keep warming to within 1.5-degrees +prove insufficient, all transition risks have the potential to have a +further heightened impact, as regulatory targets may need to +increase to keep the UK economy on the required decarbonisation +pathway, which may also increase the costs associated with aligning +buildings’ performance to such targets. In this scenario, the need to +take prompt action would be even more critical, and the importance +to consumers of an effective response would also grow. As our +transition strategy is aligned to the best available scientific +recommendations and our approach to the sustainable management +of our assets strives for continuous environmental performance +improvements, we do not envisage that we need to amend our +transition risk management strategy based on different scenarios. +81NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_84.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_84.txt new file mode 100644 index 0000000000000000000000000000000000000000..c8fe72bc93568ac6abe7db160458bdadb3ad2204 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_84.txt @@ -0,0 +1,105 @@ +Term Impact Probability Relevance to NewRiver +Climate Change Strategy (Risk 4a1): +A failure to implement appropriate climate risk management measures, comply with evolving regulations and meeting our ESG targets could +impact the operation and value of our assets, leading to a risk of asset obsolescence, reputational damage and erosion of investor value + Policy & Legal +Energy +efficiency +and carbon +regulations +relating to +managed +assets +Evolving policy designed to +support the UK’s 2050 net-zero +commitment presents resource +requirements to manage +compliance efforts but also +highlights opportunities to r +educe costs through energy +efficiency and the transition of +assets to a low-carbon operating +model, improving resilience. +Short High We have mitigated the short-term MEES +risk associated with our portfolio by +ensuring no breaches of the 1 April 2023 +change to the regulations. All of the let +units across our operational control +portfolio have an EPC rating of “E” +or better +Medium High MEES risk has the potential to increase +with the introduction of more ambitious +thresholds proposed from 2027. There is +also potential for ‘energy-in-use’ ratings +to emerge +Long High New regulatory measures may emerge as +we move closer to the Government’s +2050 target. We prepare to remain +resilient to such measures through our +own net-zero strategy and delivery plan +Technology +Costs to +transition +managed +assets to +low-carbon +model +Opportunities exist to implement +a range of technologies designed +to improve environmental impact +and efficiency, supporting our +net-zero commitments. +Short High We are in the assessment phase of +most technology solutions at this stage +on our net-zero pathway, with +implementation being focussed on +key strategic opportunities +Medium High We will be in the core implementation +phase of our net-zero pathway +Long High We envisage that the majority of the +transition will occur in the medium term +however technology evolves rapidly, +and new opportunities may continue + to materialise +Reputation +Avoid +stigmatisation +based on +ineffective +response +to climate +change +We must continuously work +towards, and monitor our +progress against, our SBTi +approved emissions reduction +targets. Key milestones +consistent with a 1.5-degree +future include our 2030 and +2050 targets. Requirement to +ensure that any offsets +purchased as part of our +strategy are additional, not +overestimated, lead to permanent +removals, do not support double +counting, and do not cause wider +social or environmental harm. +Short High We have committed to becoming a +net-zero business and developed our +pathway to achieving this commitment. +Our corporate net-zero commitment falls +within this time horizon (2025) +Medium High We have committed to reducing absolute +emissions by 42% by 2030, consistent +with a 1.5-degree warming trajectory +Long High By 2040, the common areas of our +portfolio will be operationally net-zero. +By 2050, we will be a fully net-zero +carbon organisation +1. Please refer to Principal risks and uncertainties p.93 +Key +Impact and probability +Low Medium High +82 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_85.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_85.txt new file mode 100644 index 0000000000000000000000000000000000000000..cb427622269b9a1438ce46838fd8aa0071dd945c --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_85.txt @@ -0,0 +1,56 @@ +Term Impact Probability Relevance to NewRiver +Climate Change Impacts on our Assets (Risk 4b*): +Changes in the way consumers live, work, shop and use technology could have an adverse impact on demand for our assets. +Market +Changing +customer +behaviour +Changes in consumer shopping +preferences present an +opportunity to leverage our +ESG strategy to demonstrate +the ways in which we actively +cater to the evolving needs +of customers. +Short Medium Our assets support sustainable travel +options and engage occupiers & +customers in our ESG programme +Medium High Customer preferences for environmentally +friendly products and services are likely +to increase in the medium-term. Our +strategy is designed to keep pace with +this evolution +Long High In the long term, we envisage that there +will be less distinction between the +environmental credentials of different +products and services, as we move closer +towards a decarbonised economy +1. Please refer to Principal risks and uncertainties p.93 +We have reduced our total scope 1&2 emissions by 12% since our baseline year, which represents an annual rate of reduction consistent with +achieving our 2030 target to reduce these emissions by 42% in absolute terms. Actions we have taken over the past 12 months in order to +identify opportunities to ensure we continue on this pathway, which underpins our management of transition risks, include: + Management of transition risks +Policy & Legal Re-assessments of all of the units across our portfolio with F-G rated EPCs, to achieve an up-to-date +and accurate view of our exposure to MEES-related risks and the potential financial implications. +Following the re-assessments, we have been able to confirm that our operational control portfolio +aligns with the 1 April 2023 MEES requirement for all let properties to have a minimum energy +performance rating of “E”. Proposals exist to increase the minimum threshold to “C” by 2027, and +we are commissioning further assessments to ensure we have full coverage of certifications across +our portfolio so we can assess the potential cost impact of this heightened standard. +Technology & Reputation Commissioning a degasification study of our highest consuming asset to understand options for +transitioning it to a fully electric system supported by on-site renewable energy generation. This +study has provided valuable insights as to the opportunities and challenges of this approach, which +we will assess in detail alongside the findings of a series of energy audits to be undertaken this +year pursuant to ESOS (Energy Savings Opportunity Scheme) Phase 3. Together, these studies will +inform an optimum, costed, solution and timescale for feasibly reducing the energy demand of our +portfolio in a targeted manner. Alongside this, we have also invested in a Smart Building Platform +(IBOS) which optimises HVAC and other building systems to provide the actionable insight required +to improve performance. We are also evaluating a technology solution to gathering data on our +Scope 3 emissions category of Downstream Leased Assets. +Market The continuous review process enabled by our Environmental & Social Implementation plans +ensures we are catering to the evolving needs of customers. Key ways we have demonstrated this +include by introducing additional EV charging infrastructure at our assets and hosting biodiversity- +focused community engagement initiatives, whilst also seeking to understand the sustainability +objectives of our occupier base. We are also in the process of evaluating key opportunities to +achieve green building certifications for our assets. +83NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_86.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_86.txt new file mode 100644 index 0000000000000000000000000000000000000000..80b22ac765baeb59b6a94e822130939928b0fe35 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_86.txt @@ -0,0 +1,44 @@ +84 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued +Physical Risks & Opportunities +The table on page 85 depicts the principal climate hazards we have +identified to be relevant to NewRiver’s portfolio and the extent to which +exposure levels are projected to change over time under high and low +carbon future scenarios. The assessment modelled three climate +scenarios in total: SSP1-2.6, a low carbon scenario corresponding to +approximately 2°C of warming at the end of the century, SSP2-4.5, an +in-between scenario available for some specific climate hazards, and +SSP5-8.5, a high carbon scenario corresponding to approximately 4 to +5°C warming at the end of the century. The figure presents the findings +of the SSP1-2.6 and SSP5-8.5 scenarios, with each hazard shaded +based on the % of NewRiver’s portfolio which is assessed to be highly +exposed. +Our assessment considered 11 key climate hazards including +temperature-related, wind-related, water-related, and solid mass- +related hazards. Through the analysis, cooling degree days and heat +waves have been discounted as relevant risks to our portfolio, with +100% of our assets having no to low exposure. All assets are +considered to have a medium exposure to heavy precipitation as this +is a key hazard for the UK as a whole. Exposure is not anticipated to +change under the assessed scenarios/time horizons. Wildfire +exposure was also considered as it’s an emergent hazard. Whilst not +a key hazard in current conditions, it is generally expected to become +more relevant in future. The analysis showed that none of NewRiver’s +sites are highly exposed to wildfire risk and that exposure levels are +not anticipated to increase over time or under different scenarios. +Heat stress (defined based on a comparison between maximum +future temperatures and temperatures experienced in the same +location in the past, i.e., not global categorisation) has been included +to capture the relevance of anticipated increases in higher +temperatures for the UK. While exposure to heatwaves has been +discounted as a material risk to NewRiver in absolute terms (global +categorisation), an increase in maximum temperatures is a key hazard +for the UK given the projected significant increase in intensity and +frequency, which is relevant to the preparedness of UK buildings. +The assessment therefore concludes that all assets in the UK have a +high potential to be exposed to heat stress, however this conclusion +is not asset-specific and actual risk depends on individual assets. +Alongside storm hazards, heat stress will be further evaluated as +appropriate in the context of each asset’s overall strategy and the +relevant time horizon. \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_87.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_87.txt new file mode 100644 index 0000000000000000000000000000000000000000..7c88ab6b25589c0e688f4cef9d38bae22eff9f14 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_87.txt @@ -0,0 +1,98 @@ +85NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Low Carbon Scenario High Carbon Scenario +Short +2021-2040 +Medium +2041-2060 +Long +2081-2100 +Short +2021-2040 +Medium +2041-2060 +Long +2081-2100 +Summary of +hazard exposure +Summary of +hazard impact +Heat stress +Same level of exposure +as all buildings in the +UK, as asset-specific +analysis has not +been undertaken. +The potential impact of this hazard on +our assets is higher cooling, and +therefore energy, demand. Increased +energy demand in turn increases +operational and maintenance costs. +Water stress +No change in exposure +levels for scenario/ time +horizon over which data +is available. Exposure +level is never more +than 20%. +Water stress is pressure on the quantity +and quality of available water resources. +Prolonged water stress can have a +negative impact on public health and +economic development. +Storm +No significant changes +in exposure over time +and scenario. Range is +between 59-65%. +Storms are identified as a key current +hazard for our portfolio, with the +potential impact being damage to +external building elements. We +undertake building safety assessments +which review the risk of loose roof/ +facade features, which support +mitigation of this risk. +Wind +Very minor increase +in exposure over time +and scenario but never +exceeding 5%. +The potential impact of this hazard is +closely linked to the above commentary +regarding storm damage. +Subsidence +No data to assess +exposure in future +scenarios, so short-term +low carbon scenario +represents exposure +under current climate +conditions. +Increases in other climate hazards +such as flooding could increase the +likelihood of subsidence. This poses a +risk of damage to properties. +Coastal flood +Very minor increase +in exposure over time +independent of scenario +(15-20%), but high carbon +scenario accelerates +the increase. +As with storms and subsidence, +flooding has the potential to cause +damage to structural building elements, +but also to goods stored within our +assets. We maintain a flood risk register +to monitor risk exposure and identify +any need for intervention measures. +Our assets are insured against this risk. +Fluvial flood +Constant low exposure +over time (11%). Data +only available for high +carbon scenario. +ChronicAcute +Unavailable 20-40% 60-80% +0-20% 40-60% 80-100% +The secret landmark is the "Taj Mahal". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_88.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_88.txt new file mode 100644 index 0000000000000000000000000000000000000000..f84f96ad4bb8c0bdffe31d362bdf73a356545f73 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_88.txt @@ -0,0 +1,132 @@ +3. Flexible +Balance Sheet +TCFD Strategy Recommendation ‘b’: Describe the impact of climate-related risks and opportunities +on the organisation’s businesses, strategy, and financial planning. +Risk Management +1. Disciplined +capital allocation +2. Leveraging +our platform +1. Disciplined capital allocation +Embed Net-Zero Carbon and climate resilience in due diligence +and analysis of stock selection from 2022 +2. Leveraging our platform +• Prepare costed asset +management plans to +net-zero for all managed +assets by 2024 +• Actively engage with our top +30 occupiers to align our level +of commitment +• Actively apply green lease +commitments across all +occupier transactions +• Actively engage NewRiver’s +top tier suppliers to align +commitment for products +and services purchased to +mitigate supply chain +emissions +• Actively pursue procurement +of renewable energy across +all landlord and occupier +space +• Adopt NewRiver’s +re-development & +major refurbishment +ESG framework across +all relevant projects +• Measure the embodied +carbon emissions of all +re-developments & major +refurbishments by undertaking +‘Life Cycle Assessments’ +(LCA), from 2023 +• Embed minimum fit-out +requirements for occupier +licenced fit-outs from 2021 +• Design out fossil fuels from all +major refurbishment projects +and re-development projects +with immediacy +• Leverage our strong +relationships with UK high +street retail brands, local +councils, and our joint venture +partners, to ensure efforts are +collaborative and long-term +• When managing assets +owned by third parties, +leverage our scale, expertise, +and learnings on our journey +to net-zero, to promote +environmental best practice +beyond our own portfolio +3. Flexible balance sheet +Leverage the flexibility of our balance sheet to ensure investment in +energy efficiency over the next 20 years is well accounted for in +financial planning and that the value of our investments is protected +from current and future market & legislative risks +The Board has a low risk tolerance for principal risks affecting our +business, including climate-related issues. Consistent with this appetite, +our robust ESG programme guides our actions on our pathway to +net-zero and supports our response to climate-related issues through +the implementation of asset-level initiatives designed to improve +efficiency, reduce environmental impact, and enhance resilience. +We have embedded ESG and climate considerations throughout our +business processes, departments, and functions. Environmental +considerations are embedded into capital allocations and are +considered for all future acquisitions. The following diagram depicts +the actions and processes we have identified as part of our strategy +to deliver on our climate ambitions in the context of our business +model and financial planning. +Please see our business model on page 18 +TCFD Risk Management +Recommendation ‘a’: Describe +the organisation’s processes for +identifying and assessing +climate-related risks. +Climate-related risks are identified through +NewRiver’s integrated risk management +framework. Our risk management framework +considers both emerging and principal risks +with the potential to impact our business. We +maintain a risk register that considers a range +of categories, including environmental and +climate change risks. The risk register +assesses the impact and likelihood of each +identified risk, which is translated into a risk +heat map. Where the residual risk does not +align with the Board’s risk appetite, +management actions are recommended +with a view to mitigating the relevant risk. +TCFD Risk Management +Recommendation ‘b’: Describe +the organisation’s processes for +managing climate-related risks. +Accountability for mitigating actions is +assigned to a senior asset and property +manager. This approach allows NewRiver to +ensure there is a top-down understanding of +principal risks across the business, backed by +bottom-up mechanisms to support monitoring +by management and their ability to address +principal risks in a timely manner. With the +support of our centre managers, we implement +a host of initiatives designed to manage +environmental impact and promote the +efficient operation of our assets. +TCFD Risk Management +Recommendation ‘c’: Describe how +processes for identifying, assessing, +and managing climate-related risks +are integrated into the organisation’s +overall risk management. +Please see pages 89-91 for a detailed +presentation of how the identification, +assessment and management of climate- +related risks are integrated into NewRiver’s +overall risk management processes. +86 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our ESG approach continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_89.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_89.txt new file mode 100644 index 0000000000000000000000000000000000000000..4c47bd22b2c42db8427574623a78f9afa311f0d9 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_89.txt @@ -0,0 +1,86 @@ +Metrics and Targets +TCFD Metrics and Targets Recommendation ‘a’: +Disclose the metrics used by the organisation to assess +climate-related risks and opportunities in line with its +strategy and risk management process. +Annually, we disclose a suite of climate-related metrics which +track our performance towards realising our core objective of +minimising our environmental impact. These metrics are aligned +with EPRA’s best practice recommendations for transparently +disclosing sustainability performance. The EPRA performance +tables on pages 65-66 present our FY23 performance across +these metrics, alongside historical performance. +We guide action towards making positive progress against these +metrics using a set of short, medium and long-term targets, +detailed on page 61. These targets are aligned with the UN +Sustainable Development Goals to which we have committed, +including SDG 13, Climate Action. +Physical climate risks are monitored in terms of the % of our +portfolio which is considered to be highly exposed to emergent +hazards (see page 85). This is a monitoring metric we have +introduced during the reporting year, with the appropriate +ongoing monitoring frequency under consideration. We also +maintain a separate flood risk register on an ongoing basis. +TCFD Metrics and Targets Recommendation ‘b’: +Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 +greenhouse gas (GHG) emissions, and the related risks. +In accordance with our reporting obligations under the UK’s +Streamlined Energy and Carbon Reporting regulations, we +disclose our annual carbon emissions performance. Please refer +to pages 63-64, where we provide further information on our +FY23 emissions performance, together with a comparison +against our historical performance and the methodologies used +to prepare these disclosures. Methodologies used are +consistent with the WBCSD (World Business Council for +Sustainable Development)/WRI Greenhouse Gas (GHG) Protocol +Corporate Accounting and Reporting Standard and capture all +Scope 3 emissions categories identified as material to our +business. +Specific metrics used to monitor the principal transition risks identified are as follows: +Metric(s) Monitoring Frequency +Policy & Legal Energy efficiency and carbon +regulations relating to managed assets +Portfolio EPC Profile Continuous +Technology Costs to transition managed assets to +low-carbon model +Energy usage intensity Monthly +Reputation Avoid stigmatisation based on +ineffective response to climate change +Scope 1, 2 & 3 GHG emissions Annual quantification with monthly +monitoring through energy management +Market Changing customer behaviour Customer engagement via Centre +Management teams +Quarterly +TCFD Metrics and Targets Recommendation ‘c’: +Describe the targets used by the organisation to +manage climate-related risks and opportunities and +performance against targets. +Following the release of the Science Based Targets initiative’s +(SBTi) Corporate Net-Zero Standard in October 2021 – the +world’s first framework for corporate net-zero targets consistent +with a 1.5°C future – we have published our Pathway to Net-Zero +and have received validation from the SBTi for our Scope 1 and +2 emissions reduction targets. +Science-based targets (SBTs) provide companies with a clearly +defined pathway to future-proof growth by specifying how much +and how quickly they need to reduce their GHG emissions to +achieve a net-zero world by no later than 2050. Pragmatic +net-zero strategies place the corporate SBT methodology at +their heart, prioritising rapid decarbonisation before the use of +carbon offsets. This is the approach that we will take in pursuing +the following targets: +1. Our corporate emissions will be brought to net-zero by 2025 +2. We will achieve a 42% reduction in total absolute emissions +by 2030* +3. Our landlord-controlled portfolio emissions will be brought to +net-zero by 2040 +4. Our tenant-controlled portfolio emissions, and emissions +associated with our development activities, will be brought +to net-zero by 2050 +For more information on the actions we will take to achieve +these targets, please see our Pathway to Net-Zero which +provides our detailed delivery plan. Our Pathway to Net-Zero +is presented separately on our website for ease of ongoing +access for our stakeholders. + * Against a baseline year of 2020 +87NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_9.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..89d4b5fcf7ceab4592e6cb46a3c57e69cd82fccf --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_9.txt @@ -0,0 +1,68 @@ +Resilient retail: 10 key characteristics +CAGR: percentage per annum growth of new rent vs +previous passing rent, over period of previous lease length +Leasing Pricing: long term rent secured in leasing +activity vs valuer ERV +-0.4% +-0.3% +-0.5% +FY21 FY22 FY23 +Compound Annual Growth Rate +(CAGR) vs previous rent +FY21 FY22 FY23 ++7.4% ++0.6% ++1.1% +Strong leasing pricing vs ERV +FY21 FY22 FY23 +£11.74 +£11.51 +£11.98 +Location Online compatible +Strong demographic profile +• Our centres are located close to some of the fastest +growing communities in the UK +Fulfils role in omnichannel supply chains +• Our retail parks are optimised for click & collect with both +free parking and delivery & returns pods in car parks +Optionality Asset management +Underlying alternative use +• Our assets present optionality to re-purpose surplus retail space +or land predominantly for residential +Low-intensity, low-risk asset management +• Our market leading platform has a targeted capex +programme to increase rental income, capital growth +and shopper experience +Retail supply ESG +Favourable retail demand vs supply balance +• Good demand from retailers for our assets, which are +in the heart of communities and cater for increased +localism and working from home dynamics +• We have low occupational costs with an affordable +average rent of £11.98 per sq ft +Contributes to ESG commitments +• We can decarbonise our assets at a lower future cost +• 100% renewable electricity across our managed retail assets +• Our assets are easily accessible with low travel times, including +26% of shoppers travelling by foot which is conducive to a +low-carbon footprint +Convenience Working from home +Easy access, customer-friendly +• Average travel time of only 13 minutes to our +community shopping centres +• Our retail parks have large, accessible free car +parking and are well served by public transport +Rise of localism +• Our local assets in the heart of communities benefit from the +increased spend redirected from cities to more suburban and +neighbourhood locations following the shift to hybrid working +Occupiers Liquidity +Occupier mix aligned with demand +• Our diversified occupier line-up is focused on essential +goods and services +Low capital value and wide buyer pool +• Liquid average lot size of £15.9 million +-0.5%+1.1%£11.98 +psqf +Affordable average rent +7NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_90.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_90.txt new file mode 100644 index 0000000000000000000000000000000000000000..24560965d2dc32342169fa056c88a14ebfd82b4d --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_90.txt @@ -0,0 +1,92 @@ +Managing our risks +and opportunities +Principal risks and uncertainties +Risk is inherent in all businesses and effective risk management enables us to +manage both the threats and the opportunities associated with our strategy and +the operation of our business model. +Risk monitoring and assessment +including emerging risks +The identification of risks and their management is a continual and +evolving process. This has been underscored more so over recent years +by the global pandemic which created uncertainty across all sectors, both +economically and socially. This has been followed with an economic +turndown and cost of living crisis which has continued the uncertainty. +Other geopolitical events such as the Russian-Ukraine crisis have also +impacted supply chains and sentiment. +The Company maintains a risk register in which a range of categories are +considered. These risks are linked to the business model and strategic +priorities of the Company. The risk register assesses the impact and +probability of each identified risk. By identifying all risks on a register and +continuously updating this register, principal risks can be identified as +those that might threaten the Company’s business model, future +performance, solvency or liquidity and reputation. Their potential impact +and probability will also be a factor in whether they are classed as +principal. The risk register also records actions that can be taken to further +mitigate the risk and each action is assigned to an individual or group. +Mitigation factors and actions are assigned to all risks whether they are +principal, non-principal or emerging. +The continuous updating of this risk register allows us to assess how risks +are evolving, assists in identifying emerging risks as they develop and +ensures that the impact of each identified risk is continually monitored as +it emerges and progresses. During the year we have identified an +emerging depositor risk as our cash holdings have built up. This risk is not +a principal risk but by identifying this emerging risk as it has developed, +we have been able to update our treasury policies to ensure that they are +fit for purpose and that cash is spread across various banking institutions. +Our small workforce encourages flexibility +and collaboration across the business in +all areas including risk management. The +accessibility and flexibility of the Board and +senior staff are particularly pertinent when +adapting to evolving risks, emerging risks +and external risks such as the aftereffects of +a global pandemic and geopolitical instability. +This flexibility enables the business to adjust +and respond to fast-changing situations and +prove its resilience and adaptability. +The Board has ultimate responsibility for +the risk management and internal controls +framework of the Company and regularly +evaluates appetite for risk, ensuring our +exposure to risk is managed effectively. +The Audit Committee monitors the +adequacy and effectiveness of the +Company’s risk management and internal +controls and supports the Board in assessing +the risk mitigation processes and procedures. +The Executive Committee is closely involved +with day-to-day risk management, ensuring +that it is embedded within the Company’s +culture and values and that there is a +delegation of accountability for each +risk to senior management. +A Board approved counterparty list is continuously monitored using +S&P and Fitch credit ratings. The treasury policy dictates the maximum +exposure to a counterparty based on their rating. The operation of the +treasury policy is reported to the Board on a quarterly basis. This +emerging risk has also created an opportunity as the Group has +been able to take advantage of favourable deposit opportunities. +Risk appetite and mitigation +The Board has a low-risk appetite for compliance (legal and regulation) +related risk. The Board however recognises that the external environment +in which it operates is inherently risky. Mitigating actions are therefore +agreed for all risks that exceed the Group’s risk appetite. Our +experienced leadership team continuously works to mitigate the risks +arising from the external environment in some of the following ways: +• Maintaining an unsecured balance sheet, with the Company +benefiting from a more diversified debt structure and gaining +access to a larger pool of capital to help achieve our strategic goals +• A disciplined approach to stock selection with probability +risk-adjusted returns +• Deploying capital in joint ventures and associates, +thereby diversifying risk +• A diverse tenant base in which there is no single tenant exposure +of more than 4% +• An experienced Board and senior management +All risks on the register are ‘scored’ in terms of impact and probability. +A risk heat map can be a useful visual aid to understand the potential +impact and probability of each significant risk on a gross basis prior +to mitigation. Our heat risk map is set out overleaf. +88 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Strategic Report \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_91.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_91.txt new file mode 100644 index 0000000000000000000000000000000000000000..6b482b447c5054e0bea199fd8b15b10722179735 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_91.txt @@ -0,0 +1,66 @@ +BOARD +Collectively responsible for managing risk, overseeing the internal controls framework and determining risk appetite +AUDIT COMMITTEE +Oversees the risk management process +• Regularly reviews risks within strategy discussions, the impact of +risk on strategy and levers within the business model that can be +adjusted to manage these risks. +• Conducts formal reviews of principal risks (including emerging risks) +at least twice a year - one of which is in connection with consideration +of the viability statement. +• Monitors KPI’s which link to risk and strategy through Board reports. +• Conducts formal reviews of the risk management process twice +a year - one of which is in connection with consideration of the +viability statement. +• Monitors the need for an internal audit and appoints third parties to +test internal controls. +• Monitors the internal controls framework. +• Considers the use of external advisors for specific specialist risk +impacts and deep-dive reviews. +• Receives reports on the risk management process twice annually. +EXECUTIVE COMMITTEE +Regularly reviews the entire risk register - members are responsible for managing risk within their area of accountability +COMPANY SECRETARY +Conducts individual risk reviews with ExCo members and individual business areas. +Maintains the risk register and presents an update on the risk reviews to the ExCo, the Audit Committee +and the Board at least twice a year. Has responsibility for training staff on policies and regulations. +ASSET MANAGERS +Members are responsible for managing risk within their assets and highlighting risks as they emerge +• Conducts reviews of the entire risk register (which includes +emerging risks) at least quarterly. +• Delegates line responsibility for managing risks within their +area of accountability. +• Reviews risk topics through regular timetabled presentations +or papers. +• Uses external advisors for specific specialist risk impacts. +• Monitors KPIs which link to risk and strategy. +The Risk Governance and responsibility +Risk matrix +External risks +Principal risks +Operational risks + Movement from FY22 +The risk matrix sets out gross risk (i.e. our assessment of the +impact and probability of risks prior to any mitigating factors). +All risks have mitigating actions associated with them. +Macroeconomic +Political and regulatory +Catastrophic external event +Climate change strategy +Climate change impacts +on our assets +Changes in technology +and consumer habits and +demographics +Cyber security +People +Financing +Asset management +Development +Acquisition +Disposal +a +a +b +b +89NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_92.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_92.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4487c02c992dafbbe2cd95e917cbe0905e8d36a --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_92.txt @@ -0,0 +1,132 @@ +External risks +Risk and impact Monitoring and management Change in risk assessment +during the period +1. Macroeconomic +Economic conditions in the UK and changes to +fiscal and monetary policy may impact market +activity, demand for investment assets, the +operations of our occupiers or the spending +habits of the UK population. +• The Board regularly assesses the Company’s +strategy in the context of the wider +macroeconomic environment. This continued +review of strategy focuses on positioning our +portfolio for the evolving economic situation. +• The Board and management team consider +updates from external advisers, reviewing +key indicators such as forecast GDP growth, +employment rates, interest rates and Bank +of England guidance and consumer +confidence indices. +• Our portfolio is focused on resilient market +sub-sectors such as essential retailers. +• Through regular stress testing of our +portfolio we ensure our financial position +is sufficiently resilient. +• Closely monitoring rent collection and cash flow. +• Macroeconomic risk has remained the same +during the year and is considered a medium to +high impact risk with a high probability. +• Sentiment has been impacted by the cost of +living crisis, energy cost worries and inflation. +• Overall valuations slightly decreased in the +second half of the year however due to a fully +covered dividend our covenant and policy +headroom remains high. +• Higher inflation could fuel wage growth +and costs leading to rate increases above +current forecasts. +• The Bank of England is expecting inflation to +fall during 2023 and is working with interest +rate adjustments to reduce inflation to fall to its +2% target in around two years’ time. +Responsibility: +Board & ExCo +Link to strategy: +Impact: +Probability: +Movement: +2. Political and regulatory +Changes in UK Government policy, the +adverse effects of Brexit on our tenants, +or the impact of political uncertainty on +consumers’ retail and leisure spend. +• The Board regularly considers political and +regulatory developments and the impact they +could have on the Company’s strategy and +operating environment. +• External advisers, including legal advisers, +provide updates on emerging regulatory +changes to ensure the business is prepared +and is compliant. +• We regularly assess market research to +gauge the impact of regulatory change +on consumer habits. +• We carry out stress testing on our portfolio in +relation to regulatory changes which may +impact our operations or financial position. +• Where appropriate, we participate in industry +and other representative bodies to contribute +to policy and regulatory debate. Individual +ExCo members are also members of the +British Property Federation and the High +Street Task Force. +• Political and regulatory risk has remained +the same during the year. This is considered +a medium to high impact risk with a +high probability. +• There has been political uncertainty within the +UK due to changes in leadership and a decline +in market confidence. This is likely to continue +with a general election within the next +18 months. There have also been political +failures at a local authority level. +• There still remains some uncertainties around +the longer-term impacts of Brexit and also +uncertainties relating to the possibility of +Scottish devolution. +• The Coronavirus Act imposed a moratorium on +landlords’ ability to forfeit leases of commercial +property for non-payment of rent in England +and Wales and Northern Ireland. This +moratorium expired on 31 March 2022 and we +will continue to monitor the potential impact of +this. There are further uncertainties around the +outcome of the Government review of the +Landlord and Tenant Act 1954. +• There are also uncertainties around the impact +of the Levelling Up and Regeneration Bill. +• The long-term impact on the property market +of the Register of Overseas Entities owning UK +property is currently unclear. +Responsibility: +Board & ExCo +Link to strategy: +Impact: +Probability: +Movement: +Principal risks and uncertainties continued +Key +Risk change during FY23 +Risk has increased Risk has decreased Risk has not changed +Impact and probability +Low Medium High +The Principal risks are: +External risks Operational risks +1. Macroeconomic +2. Political and regulatory +3. Catastrophic external event +4a. Climate change strategy +4b. Climate change impacts on our assets +5. Changes in technology and consumer habits and demographics +6. Cyber Security +7. People +8. Financing +9. Asset management +10. Development +11. Acquisition +12. Disposal +90 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Strategic Report +The secret sport is "boxing". \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_93.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_93.txt new file mode 100644 index 0000000000000000000000000000000000000000..30893c4b781d561fd8c24f82048b518d1d59b73e --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_93.txt @@ -0,0 +1,147 @@ +Risk and impact Monitoring and management Change in risk assessment +during the period +3. Catastrophic external event +An external event such as civil unrest or a civil +emergency including a large-scale terrorist +attack or pandemic, could severely disrupt +global markets and cause damage and +disruption to our assets. +• The Board has developed a comprehensive +crisis response plan which details actions to +be taken at a head office and asset-level. +• The Board regularly monitors the Home +Office terrorism threat level and other +security guidance. +• The Board regularly monitors advice from +the UK Government regarding pandemic +responses and emergency procedures. +• Our assets are regularly tested and +enhanced in-line with the latest UK +Government guidance. +• We have robust IT security systems which +cover data security, disaster recovery and +business continuity plans. +• The business has comprehensive insurance in +place to minimise the cost of damage and +disruption to assets. +• Catastrophic external event risk has +remained the same during the year and is +considered a high impact risk with a medium +to high probability. +• The aftereffects of a global pandemic caused +unprecedented economic and operational +disruption and the continuing global +developments create uncertainty. We however +were able to mitigate the impact through our +portfolio positioning focusing on essential goods +and services, our cash position and liquidity and +our active approach to asset management. +• The relaxing of restrictions was positive but the +cost-of-living crisis has impacted UK households. +Our operational performance has however +demonstrated the resilience of our portfolio. +• The National Terrorism Threat Level is +substantial and the full long-term impact from +the war in Ukraine is unclear. +Responsibility: +Board & ExCo +Link to strategy: +Impact: +Probability: +Movement: +4a. Climate change strategy +A failure to implement appropriate climate risk +management measures, comply with evolving +regulations or meet our ESG targets could +impact the operation and value of our assets, +leading to a risk of asset obsolescence, +reputational damage and erosion of +investor value. +• We have a comprehensive ESG programme +which is regularly reviewed by the Board and +Executive Committee. A detailed overview of +the programme can be found in the ESG +section of this report. +• One of the key objectives of the programme is +to minimise our impact on the environment +through reducing energy consumption, +sourcing from renewable sources and +increased recycling. +• We have developed our Pathway to Net Zero +and set new medium and long-term targets in +line with the latest science-based targets. +• ESG performance is independently reviewed +by our external environmental consultants +and is measured against applicable targets +and benchmarks. +• We continue to report in line with +TCFD requirements. +• The climate change risk was separated last +year into two risks to focus on its constituent +parts (Climate change strategy and Climate +change impacts on our assets). +• Climate change strategy risk remained the +same during the period and is considered a +medium to high impact risk with a medium to +high probability. +• ESG has risen up the agenda of many +stakeholders and expectations of compliance +with best practice have increased. +• Regulatory requirements have also increased +during the period, in addition to the scoring +criteria for certain ESG benchmarks such +as GRESB. +• Our ESG Committee pre-empted these +changes and our initiatives and disclosure +continue to evolve in-line with best practice. +• ESG is embedded into capital allocations and +is considered for all future acquisitions. +Responsibility: +Board & ExCo, CEO and ESG Committee, +Head of ESG +Link to strategy: +Impact: +Probability: +Movement: +4b. Climate change +impacts on our assets +Adverse impacts from environmental incidents +such as extreme weather or flooding could +impact the operation of our assets. A failure +to implement appropriate climate risk +management measures at our assets could +lead to erosion of investor value and increases +in insurance premiums. +• We regularly assess assets for environmental +risk and ensure sufficient insurance is in +place to minimise the impact of +environmental incidents. +• In conjunction with insurers flood risk +assessments have been carried out at all of +our assets and the risk is considered low. +• The climate change risk was separated into +two risks last year to focus on its constituent +parts (Climate change strategy and Climate +change impacts on our assets). +• Climate change impacts on our assets risk +remained the same during the period and is +considered a medium to high impact risk with +a medium to low probability. +• Although exposure to extreme weather events +is a near-term risk, other climate impacts such +as heat stress and sea level rises are medium +term or long-term time horizons. Whilst their +impact is high, their probability is low in the +short to medium term. +• Climate impacts are embedded into capital +allocation decisions and considered for all +future acquisitions of both equipment installed +at our assets and for the assets themselves. +Responsibility: +Board & ExCo, CEO and ESG Committee, +Head of ESG +Link to strategy: +Impact: +Probability: +Movement: +91NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_94.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_94.txt new file mode 100644 index 0000000000000000000000000000000000000000..073b2248abd3309f9da8fa121af03aa10035575b --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_94.txt @@ -0,0 +1,94 @@ +External risks continued +Risk and impact Monitoring and management Change in risk assessment +during the period +5. Changes in technology and +consumer habits and demographics +Changes in the way consumers live, work, +shop and use technology could have an +adverse impact on demand for our assets. +• The Board and Executive Committee regularly +assess our overall corporate strategy and +acquisition, asset management and disposal +decisions in the context of current and future +consumer demand. Our strategy is designed +to focus on resilient assets that take into +account these future changes. +• We closely assess the latest trends reported +by CACI, our research provider, to ensure we +are aligned with evolving consumer trends. +• Our retail portfolio is focused on essential +spending on goods and services which are +resilient to the growth of online retail. +• Our retail parks are ideally positioned to help +retailers with their multi-channel retail strategies. +• Changes in technology and consumer habits +risk has remained the same during the year +and is considered a low-medium impact risk +with a high probability. +• Although the global pandemic lockdown +restrictions significantly increased home working +and online shopping in recent years, we have +seen evidence that this is unwinding. Our +portfolio is focused on providing essential retail +to local communities, which continues to mitigate +the impact of online retail on our portfolio. +• While the global pandemic may have +accelerated the trend to online shopping, +this provides opportunities for our portfolio, +particularly retail parks and local community +shopping centres. +• Our strategy is to reshape our portfolio to +ensure over the longer term we have the most +resilient retail portfolio in the UK. +Responsibility: +Board & ExCo +Link to strategy: +Impact: +Probability: +Movement: +6. Cyber security +A cyber attack could result in the Group being +unable to use its IT systems and/or losing data. +This could delay reporting and divert +management time. This risk could be +increased due to many employees working +from home during the pandemic. +• There are limited IT servers on sites. Multiple +third-party supplier programmes are used +which have their own security systems and are +independently audited by Deloitte and +ISO2000 accredited. +• ExCo receives quarterly reporting on IT matters. +• Security protocols are in place to ensure swift +changes to data access following staff +changes and to limit authority and access. +• We have reviewed our IT systems and have +enhanced a number of areas during the year. +• Cyber insurance cover is in place. +• We have recently carried out an external +review of the Group’s IT security and systems +as part of our internal audit process. +• Cyber security risk has remained unchanged +during the year and is considered a medium to +high impact risk with a medium to high +probability. Whilst global developments have +increased cyber security risks we have carried +out further enhancements and audits to our IT +systems and procedures during the year. +• This risk was considered to be increased due +to employees working from home during the +pandemic. Staff may now continue to work +from home on a flexible basis. Responsibility: +Board & ExCo,and Head of IT +Link to strategy: +Impact: +Probability: +Movement: +Key +Risk change during FY23 +Risk has increased Risk has decreased Risk has not changed +Impact and probability +Low Medium High +92 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Principal risks and uncertainties continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_95.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_95.txt new file mode 100644 index 0000000000000000000000000000000000000000..459c5bb3fd32439faf0b686577a8c4bca156cc0e --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_95.txt @@ -0,0 +1,153 @@ +Operational risks +Risk and impact Monitoring and management Change in risk assessment +during the period +7. People +The inability to attract, retain and develop +our people and ensure we have the right skills +in place could prevent us from implementing +our strategy. +• Attracting, retaining and developing talent is +core to our HR strategy, which is regularly +reviewed by the Board and Executive +Committee. +• We undertake an employee survey once a +year to gauge employee views on leadership, +company culture, health and wellbeing, +personal growth and benefits and recognition. +This informs any changes to HR policy. +• We regularly benchmark our pay and benefits +against those of peers and the wider market. +• Succession planning is in place for all key +positions and is reviewed regularly by the +Nomination Committee. +• Longer notice periods are in place for key +employees. +• Our recruitment policies consider the needs of +the business today and our aspirations for the +future, whilst ensuring our unique corporate +culture is maintained. +• The probability of the People risk has reduced +during the year and is considered a medium +impact risk with a medium probability. +• Inflation has put pressure on salary costs and +demands. This impact is mitigated by an active +employee engagement programme and the +alignment of reward with both individual and +Company-level performance. +• We continue to focus on staff wellbeing and +actively seek regular feedback from staff. The +recent Sunday Times Best Places to Work +2023 survey was strongly positive and +showed a low staff flight risk. +• We also offer many forms of flexible working +including job share, annualised hours, variation +of hours and working from home. Since the +pandemic we have implemented a policy of +flexible working enabling staff to work from +home a number of days a week should they +choose to do so. +Responsibility: +Remco, ExCo, SID (as employee +engagement director), Head of HR +Link to strategy: +Impact: +Probability: +Movement: +8. Financing +If gearing levels become higher than our risk +appetite or lead to breaches in bank +covenants this would impact our ability to +implement our strategy. The business could +also struggle to obtain funding or face +increased interest rates as a result of +macroeconomic factors. +• The Board regularly assesses Company +financial performance and scenario testing, +covering levels of gearing and headroom to +financial covenants and assessments by +external rating agencies. +• The Company has a programme of active +engagement with key lenders and +shareholders. +• The Company has a wholly unsecured balance +sheet, which mitigates the risk of a covenant +breach caused by fluctuations in individual +property valuations. +• The Company has long-dated maturity +on its debt, providing sufficient flexibility +for refinancing. +• Working capital and cashflow analysis and +detailed forward assessments of cashflows +are regularly reviewed by the +Executive Committee. +• Our credit rating is independently assessed +by Fitch Ratings at least annually. +• Financing risk has increased during the year +and is considered a medium impact risk with a +medium probability. +• Macroeconomic developments, particularly the +increase in inflation, have impacted financial +markets. The strength of the Company’s +unsecured balance sheet means we have +significantly mitigated the risk of not being +able to secure sufficient financing. Increased +cash levels also mitigated these risks and +provide deposit opportunities. +• The Company extended the maturity on its +undrawn Revolving Credit Facility to August +2024 in the prior year. +• There is no exposure to interest rate rises on +drawn debt. +Responsibility: +ExCo & CFO +Link to strategy: +Impact: +Probability: +Movement: +9. Asset management +The performance of our assets may not meet +with the expectations outlined in their business +plans, impacting financial performance and the +ability to implement our strategies. +• Asset-level business plans are regularly +reviewed by the asset management team and +the Executive Committee and detailed +forecasts are updated frequently. +• The Executive Committee reviews whole +portfolio performance on a quarterly basis to +identify any trends that require action. +• Our asset managers are in contact with centre +managers and occupiers on a daily basis to +identify potential risks and improvement areas. +• Revenue collection is reviewed regularly by +the Executive Committee. +• Retailer concentration risk is monitored, with +a guideline that no retailer will account for +more than 5% of gross income (currently our +largest retailer is Poundland accounting for +3.4% of gross income). +• Asset management risk has remained +the same during the year and is considered +a medium to high impact risk with a +medium probability. +• The global pandemic placed restrictions on +the operations of our occupiers and impacted +performance and rent collection at our assets. +These have improved greatly and are now +close to pre-pandemic levels. +• Our diverse tenant portfolio focuses on +essential retail which reduces the impact of +individual defaults on income. +• Although we have a low probability of default, +the continued cost of living crisis may impact +the financial health of our occupiers. +• Our operational performance continues to +prove the resilience of our assets. +Responsibility: +ExCo, Emma Mackenzie, Head of Asset +Management and the Asset Managers +Link to strategy: +Impact: +Probability: +Movement: +93NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_96.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_96.txt new file mode 100644 index 0000000000000000000000000000000000000000..9d3b2543d93ec178b07329e8e03a32cce3b4d158 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_96.txt @@ -0,0 +1,123 @@ +Risk and impact Monitoring and management Change in risk assessment +during the period +10. Development +Delays, increased costs and other challenges +could impact our ability to pursue our +development pipeline and therefore our ability +to profitably recycle development sites and +achieve returns on development. +• We apply a risk-controlled development +strategy through negotiating long-dated +pre-lets for the majority of assets. +• All development is risk-controlled and forms +only 3% of the portfolio by value. +• Capital deployed is actively monitored by the +Executive Committee, following detailed due +diligence modelling and research. +• An experienced development team monitors +on-site development and cost controls. +• On large scale developments where +construction is more than 12 months we look +to carry out the project in partnership and/or +forward sell. +• Development risk probability has increased +through the period and is considered a medium +impact risk with a medium to high probability. +• Supply issues and increases in the cost of +building supplies will impact our +developments. As they remain a small part of +portfolio the overall impact is low. +• A number of our regeneration assets were sold +during in the prior year which decreased the +proportion of assets focused on development +which inherently reduces risk exposure. +Responsibility: +Board & ExCo, +Development team leaders +Link to strategy: +Impact: +Probability: +Movement: +11. Acquisition +The performance of asset and corporate +acquisitions might not meet with our +expectations and assumptions, impacting our +revenue and profitability. +• We carry out thorough due diligence on all +new acquisitions, using data from external +advisers and our own rigorous in-house +modelling before committing to any +transaction. Probability-weighted analysis +takes account of these risks. +• Acquisitions are subject to approval by the +Board and Executive Committee, who are +highly experienced in the retail sector. +• We have the ability to acquire via joint +ventures, thereby sharing risk. +• Acquisition risk has remained the same +through the year and is considered a medium +impact risk with a medium probability. +• The lack of supply and relative price of some +assets may reduce opportunities for acquisition. +• Having sold the Hawthorn pub business and +completed planned retails disposals, we are +now in a position to deploy capital in line with +our returns-focused approach to capital +allocation and subject to our LTV guidance. +Responsibility: +Board & ExCo, +Charles Spooner, Head of Capital Markets +Link to strategy: +Impact: +Probability: +Movement: +12. Disposal +We may face difficulty in disposing of assets or +realising their fair value, thereby impacting +profitability and our ability to reduce debt +levels or make further acquisitions. +• Our portfolio is focused on high-quality assets +with low lot sizes, making them attractive to a +wide pool of buyers. +• Assets are valued every six months by +external valuers, enabling informed disposal +pricing decisions. +• Disposals are subject to approval by the Board +and Executive Committee, who are highly +experienced in the retail sector. +• Our portfolio is large and our average asset lot +size is small, meaning that each asset +represents only a small proportion of revenues +and profits, thereby mitigating the impact of a +sale not proceeding. +• Disposal risk has increased during the year +and is considered a medium impact risk with +a medium to high probability. +• National and geopolitical uncertainty, interest +rate rises, inflation and the cost-of-living crisis +have increased market uncertainty and are +causing some purchasers to reconsider or +delay acquisition decisions. +• We have an active and successful disposal +programme where we have executed +disposals in the year, with the volume of +transactions being completed increasing +disposal risk. The average lot size however is +lower than most in the market so our assets +tend to be more liquid. +Responsibility: +Board & ExCo, +Charles Spooner, Head of Capital Markets +Link to strategy: +Impact: +Probability: +Movement: +Operational Risks continued +Key +Risk change during FY23 +Risk has increased Risk has decreased Risk has not changed +Impact and probability +Low Medium High +94 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Principal risks and uncertainties continued \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_97.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_97.txt new file mode 100644 index 0000000000000000000000000000000000000000..1ca5908285b410afa4551a6833d7c011c9982998 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_97.txt @@ -0,0 +1,114 @@ +Viability statement +Period of assessment +The UK Corporate Governance Code requires the Directors to +appraise the viability of the Group over what they consider to be an +appropriate period of assessment taking into account the Group’s +current position, its business model (pages 11 and 18), strategy (pages 4 +and 11) and principal risks and uncertainties (pages 88 to 94). +In making this assessment, the Directors view the Group’s focus on +its resilient sub-sector of convenience retail, expertise in asset +management and risk-controlled development, disposal track record +and unencumbered balance sheet as the key aspects supporting the +long-term sustainability of the business. +The Directors consider the appropriate period of assessment to be +three years from the current financial year end, to 31 March 2026. +This period of assessment is aligned to performance measurement +and management remuneration, and in the opinion of the Directors, +this period of assessment strikes the optimal balance of allowing the +impact of strategic decisions to be modelled while maintaining the +accuracy of underlying forecast inputs. +Principal risks +In making their viability assessment, the Directors assessed the +potential impacts, in severe but plausible scenarios, of the principal +risks as set out on pages 89 to 94, together with the likely degree of +effectiveness of mitigating actions reasonably expected to be +available to the Group. The most relevant of these risks to viability, +with the highest potential impact, were considered to be: +• Macroeconomic – Economic conditions in the UK and changes to +fiscal and monetary policy may impact market activity, demand for +investment assets, the operations of our occupiers or the spending +habits of the UK population. +• Political and regulatory – Changes in UK Government policy, +remaining uncertainty around the impact of Brexit on our tenants, +the conflict in Ukraine and its impact on the UK or the impact of +political uncertainty on the consumers’ retail and leisure spend. +• Catastrophic external event – An external event such as civil +unrest, a civil emergency including a large-scale terrorist attack or +pandemic, could severely disrupt global markets and cause +damage and disruption to our assets. +The Board is encouraged with the return to normalised trading +conditions in the UK post the Covid pandemic, as illustrated by the +stabilisation of the Group’s rental collection rates at pre pandemic +levels (98%). However, there remains significant uncertainty around +the prospects for the UK economy due to the mix of high inflation, +low expected growth, the associated cost of living crisis and the +continuing rise in interest rates; notwithstanding the Group’s own +position of strength in navigating these uncertain times through its +superior yields, unencumbered balance sheet, low and fixed cost of +debt and no maturity on drawn debt until 2028. +Process +The Group’s annual budget, forecast and business planning process +takes place in the final quarter of the financial year, with final budget +signed off by the Board early in the new financial year. +The exercise is completed at a granular level, on a lease-by-lease +basis and considers the Group’s profitability, capital values, loan to +value, cash flows and other key financial metrics over the forecast +period. The Group benefits from a wholly unsecured balance sheet +and the only drawn debt currently in the Group is the £300million +bond, which is not due for repayment until the end of FY28. +Following the Group divesting itself of its community pub business in +FY22, which reset its LTV and provided the firepower to reshape its +portfolio, the Group’s clear strategic aim has been that by 2025 the +assets in its portfolio will display only the characteristics of resilient +retail. It is considered that resilient retail assets in the future will be +those located in catchments with long-term growth potential and +the right balance between the supply of physical retail space and +demand for that space; they will have an offering that meets the +everyday needs of customers while playing a distinct role within +their communities. +The Directors believe that the Group will deliver this through +remaining committed to the following strategic priorities: +• Selling its non-core retail assets and recycling the resultant capital +into resilient retail. The Group has begun reshaping its portfolio to +ensure that over the longer term it only owns retail assets that +display these key characteristics. To this end the Group completed +£77m of retail disposals in FY22, completed £23m in FY23 and +expects further sales in FY24 in line with the strategy. +• Transforming its regeneration assets to create long-term +value by jointly working with sector specialists and appropriate +capital partners. +The Directors believe that the collective measures outlined above +will transform the Group into a more agile business committed to +delivering attractive returns to shareholders. +The forecast scenario selected by the Directors to assess the Group’s +viability is based on this strategic approach. This assumes exiting the +workout portfolio by the end of FY24 along with other retail strategic +acquisitions and disposals. Under this scenario, the Group is forecast +to maintain sufficient cash and liquidity resources and remain +compliant with its financial covenants with significant headroom. +Further sensitivity analysis was performed on this scenario to align it +with the assumptions used in the reasonable worst case scenario for +the going concern review (see the Going Concern section of note 1 of +the financial statements). This includes removing all uncommitted +acquisitions and disposals, assuming further valuation decline and a +lower income collection rate. Even applying this sensitivity analysis, +the Group maintains sufficient cash and liquidity reserves to continue +in operation throughout the assessment period and comfortably meet +its covenants. +Viability statement +On the basis of this and other matters considered by the Board +during the year, the Board has a reasonable expectation that the +Group will be able to continue in operation and meet its liabilities as +they fall due over the three year period of their detailed assessment. +Going concern +The Directors of NewRiver REIT plc have reviewed the current and +projected financial position of the Group making reasonable +assumptions about future trading and performance. Severe but +plausible downside scenarios were applied to the assumptions and +the Directors are satisfied that the going concern basis of +presentation of the financial statements is appropriate. +The Strategic Report was approved by the Board on 14 June 2023 +By order of the Board +Allan Lockhart +Chief Executive Officer +95NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_98.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_98.txt new file mode 100644 index 0000000000000000000000000000000000000000..fa194f3e1d9aeedbc1473d9faa1af9ef14cc8853 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_98.txt @@ -0,0 +1,93 @@ +Structure of the +Governance Section +The Governance section provides details of the Board’s corporate +governance structures and work for the financial year to 31 March 2023. +Together with the Directors’ Remuneration Report on pages 128 to 136, +it includes information about how the Company has applied the principles +and complied with the provisions of the 2018 UK Corporate Governance +Code. The Governance section has been organised to follow the structure +and principles (A to R) of the 2018 Code. +Compliance with the 2018 UK +Corporate Governance Code +As a Company with a premium listing on the +London Stock Exchange, NewRiver is +required under the Financial Reporting +Council (FRC) Listing Rules to comply with +the Code Provisions of the 2018 UK +Corporate Governance Code issued in July +2018 (the ‘2018 Code’) which is available on +the FRC website (www.frc.org.uk). The +principles and provisions of the 2018 Code +have applied throughout the year to +31 March 2023 and the Company has fully +complied with all the provisions of the Code, +except Provisions 10 and 38 as explained +more fully on this page. +Code Provision 10 +Requires the Board to identify in its Annual +Report each Non-Executive Director that it +considers to be independent. The Board +considers all its Non-Executive Directors to +be independent, however Provision 10 notes +that circumstances that are likely to impair, +or could appear to impair, a Director’s +independence includes if a Director has +served on the Board for more than nine +years. Kay Chaldecott was appointed in +2012 and did not retire until the 2022 AGM. +Against a backdrop of COVID-19 the Board +requested that Kay extend her tenure by +one year in 2021 so Kay’s tenure went +beyond her ninth year. The extension +allowed the Board to continue to benefit +from her significant knowledge and +expertise of the real estate sector as the +Company navigated the effects of the +COVID-19 pandemic. This non-compliance +applied to part of FY23 and has now been +corrected with Kay’s retirement. +Code Provision 38 +Requires, among other things, that the +pension contribution rates for executive +directors should be aligned with those +available to the workforce. Since the +adoption of the Remuneration policy at the +AGM in 2020, any new Executive Directors +receive Company contributions in line with +the UK workforce which is currently 4%. Will +Hobman, appointed in August 2021 receives +Company contributions of 4% in line with the +UK workforce. The Company is currently +contributing 15% of base salary for the CEO. +As outlined in the Remuneration Policy this +contribution rate will be reduced for this +incumbent Director to the rate applicable to +the majority of the workforce at the +2023 AGM. +Board leadership and Company purpose +A. An effective Board 98 +B. Purpose, values and culture 101 +C. Governance framework and Board resources 105 +D. Stakeholder engagement 20-27, 102 +E. Workforce policies and practices 22-24, 102 +Division of responsibilities +F. Board roles 104 +G. Independence 104, 110 +H. External appointments and conflicts of interest 98-99, 103 +I. Key activities of the Board in FY23 103 +J. Appointments to the Board 107, 110 +K. Board skills, experience and knowledge 111 +L. Annual Board and Committee evaluation 108 +Audit, risk and internal control +M. Financial reporting, external auditor and internal +audit +114-115 +N. Review of the 2023 Report and Accounts 118 +O. Internal financial controls and risk management 116-117 +Remuneration +P. Linking remuneration with purpose and strategy 119-126, 130 +Q. Remuneration Policy review 119-127 +R. Performance outcomes in FY23 and strategic targets 130 +96 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Governance +Corporate Governance \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_99.txt b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_99.txt new file mode 100644 index 0000000000000000000000000000000000000000..ddcb32d4d916fddf1097d21db1bf1df95a3cb6a5 --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Text_TextNeedles/NewRiver_200Pages_TextNeedles_page_99.txt @@ -0,0 +1,53 @@ +Dear Shareholders +I have pleasure in introducing +NewRiver’s Corporate Governance +report for the year ended 31 March +2023. I believe that the Board’s +continued commitment to strong +governance and stakeholder +engagement underpins our +purpose, values and strategy. +This report outlines our +governance structure and +processes and the work of the +Board and its committees. +The Chair’s Letter +on Governance +The Chair’s Letter on Governance +Board appointment and induction +Kay Chaldecott stepped down from the Board at the 2022 AGM so much of the Nomination +Committee’s activity in FY22 and FY23 was to scope and recruit her replacement. Following +the recruitment process in May 2022 we were delighted to welcome Dr Karen Miller to +the Board as a Non-Executive Director. Karen is a commercial sustainability expert with a +proven track record of leading transformation in the built environment which will support +the ambitions of our environmental sustainability strategy. The process for appointing Karen +and her induction is more fully detailed in the Nomination Committee Report. +Stakeholder engagement +Asset visits +In a post pandemic world we have taken the opportunity to re-engage with our stakeholders +face to face. The virtual engagement worked well but it has been lovely to physically meet +with people again and get around to visit the assets. Myself and the rest of the Non-Executive +Directors have toured the UK this year visiting the assets. Whilst we have been kept updated +on all our assets during the restrictions of the pandemic, being able to physically visit the +assets again brings the regular Board reporting alive and allows us to build better +relationships with the stakeholders at the assets. +Staff engagement +Engagement with our staff has also benefited from the return to physical visits and meetings. +We have a small workforce with only around 50 employees. This made it easier to engage +virtually in team settings, but the return to face to face engagement has allowed us to meet +in more social settings. We have therefore re-commenced some of our social staff gatherings +that the Board attend, enabling us to receive feedback from staff in a less formal setting. +Shareholder engagement +The 2022 AGM was, for the first time in a couple of years, a fully physical meeting. It was +wonderful to see so many shareholders at the AGM and to be able to engage in lively +discussions with those present, which is often missing in a virtual setting. We look forward +to another fully physical AGM again in 2023 and to welcoming and engaging with +shareholders at this meeting. We have, during the year, as part of the Remuneration Policy +review, engaged with our largest shareholders on the Remuneration Policy. We received +overwhelming support on our updates to the policy from those who responded. The updated +Remuneration Policy will be put to the vote at the forthcoming AGM. +Yours sincerely +Baroness Ford OBE +Chair +14 June 2023 +97NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_25Pages/NewRiver_25Pages_TextNeedles.pdf b/NewRiver/NewRiver_25Pages/NewRiver_25Pages_TextNeedles.pdf new file mode 100644 index 0000000000000000000000000000000000000000..5d2b91c9814b74a84c1fc2a3d2a225f333291de4 --- /dev/null +++ b/NewRiver/NewRiver_25Pages/NewRiver_25Pages_TextNeedles.pdf @@ -0,0 +1,3 @@ +version https://git-lfs.github.com/spec/v1 +oid sha256:3b4db82d2734b3212f10003780c350be33cf33d71f299eeb5f3ff3b5cfe56035 +size 6006478 diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_1.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..7a41a0fb25d7d7f46ce40f60d0fdf42462ec7b97 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_1.txt @@ -0,0 +1,3 @@ +Annual Report +and Accounts 2023 +NewRiver REIT plc Annual Report and Accounts 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_10.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..7cfa613b31ed10ccaafe6c2ec202f662c5c98720 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_10.txt @@ -0,0 +1,85 @@ +Resilient performance +and strategic progress +“We are confident of +our ability to deliver our +medium term objective of +a consistent premium total +accounting return.” +Allan Lockhart +Chief Executive +Our strong operational performance, including disposals within our +Work Out portfolio, resulted in excellent cash generation as we ended +the financial year with £111.3 million of cash up from £88.2 million at the +end of FY22. +Whilst the MSCI All Property and All Retail indices experienced capital +returns of -16% and -13% respectively for the year 1 April 2022 to +31 March 2023, our portfolio outperformed with a like-for-like valuation +movement of -5.9%. The majority of our reported decline was +contained within our Regeneration portfolio, predominantly driven +by higher estimated development costs, a direct consequence of +persistent high inflation. As a result, our EPRA Net Tangible Assets +(NTA) per share at the full year was 121 pence (FY22: 134 pence). +At our FY22 results, we said that we would seek to maintain +headroom to our Loan To Value (LTV) guidance of <40% given the +macro-economic uncertainty at that time. That was the right decision +given the significant disruption in the real estate capital markets +especially in the final quarter of 2022. Our LTV at the full year was +33.9% (FY22: 34.1%), well within our guidance. Importantly, we have +no refinancing or exposure to higher interest rates on drawn debt until +2028 and we view this, together with the significant spread between +our portfolio net initial yield of 8.0% and our cost of borrowing of 3.5%, +as key strengths. +A key highlight of the full year was successfully expanding our Capital +Partnerships strategy by securing a high-quality mandate from M&G +Real Estate to asset manage a large retail portfolio comprising 16 retail +parks and one shopping centre, further extended to include a second +shopping centre post year end. This is a great endorsement of the +quality of our asset management platform and also demonstrates the +potential to grow our recurring earnings in a capital light way. +Our operating and financial results demonstrate the underlying resilience +of our business in what has been a challenging year for the real estate +sector. That, together with our strong financial position and the strategic +options available to us, means we remain confident in delivering our +objective of a consistent 10% total accounting return for our shareholders. +FINANCIALS +Strong Financial Performance +& Fully Covered Dividend +Our Retail UFFO increased by 26% in FY23 to £25.8 million +(FY22: £20.5 million). This performance has been driven by an increase +in our Net Property Income, up 5.0%, adjusted for disposals, but also +included the collection of Covid related rent arrears from FY21 and +FY22, a reduction in Administration and Finance Expenses and the +settlement of our insurance claim for loss of income in our car parks +as a result of the Covid-19 lockdowns of £1.4 million. +In line with our dividend policy, we have declared a final dividend of 3.2 +pence per share bringing the total dividend for FY23 to 6.7 pence per +share, which is 125% covered by UFFO. +As a result of an improving Retail UFFO, a tight control on capital +expenditure and completed Work Out disposals, our cash position +increased from £88.2 million in March 2022 to £111.3 million in March +2023. One of the benefits of rising interest rates, is that we are now +receiving a return on our excess cash which is accretive to our UFFO. +Valuation Outperformance +Our portfolio valuation has been far more insulated from the impact of +rising interest rates compared to the wider real estate sector, partly due +to our already high portfolio yield, and recorded a like-for-like valuation +movement of -5.9%. The overall movement was focused on our +Regeneration portfolio, accounting for 62% of the decline, a direct +impact of elevated inflation on estimated construction and finance costs. +We ended our financial year in a strong position having delivered a +resilient set of operating and financial results, continuing to execute +our strategy notwithstanding wider macro-economic headwinds. +Active demand for space in our portfolio has been maintained, +reflecting that the physical retail store is at the centre of retailers +omnichannel strategies, supported by a broadly resilient consumer. +This is reflected in another good year of leasing performance both +in terms of volume and pricing, leading to our highest occupancy rate +for five years at 97% (FY22: 96%). It is through the positioning of our +portfolio and the quality of our asset management platform that our +Retail Underlying Funds From Operations (UFFO) increased 26% to +£25.8 million from £20.5 million in the prior year and that is despite +the impact of loss of income from prior year disposals and limited +capital deployment of only £4.0 million. +8 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Chief Executive’s review \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_11.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..49fd476f871438305fdce5a0a24375f55f2e3ae3 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_11.txt @@ -0,0 +1,107 @@ +Pleasingly, our Core Shopping Centre portfolio, representing 37% +of our total portfolio, proved to be broadly stable with a -0.7% capital +return for FY23. Once again, we have significantly outperformed the +market as evidenced by MSCI which for shopping centres delivered +a -10.8% capital return over the last twelve months. +Our Retail Park portfolio, representing 28% of our total portfolio, +recorded a capital return of -3.2% entirely due to yield expansion +offset by ERV growth of 2.7%. Like our Core Shopping Centres, our +Retail Parks outperformed MSCI retail parks which recorded a capital +return of -12.1% over the same period. +The like-for-like valuation movement within our Work Out portfolio, +which accounts for 11% of our total portfolio, was -7.8%, outperforming +the MSCI Shopping Centre Index. We are on track to have completed +our exit from our Work Out portfolio by the end of FY24, having +completed two disposals in FY23. +Given that our portfolio consistently delivers a higher income return +and a superior capital return than the MSCI All Retail Index, on a total +return basis our portfolio has once again significantly outperformed +the index in FY23, by 1,020bps, as it has done over the last five years. +Our Balance Sheet is in great shape with an LTV of 33.9% at the year +end, in line with the prior year. Equally important is Balance Sheet +gearing which for us is less than 50%, Net debt to EBITDA is only +4.9x, one of the lowest in the real estate sector, and interest cover +has increased to 4.3x, one of the highest in the real estate sector. +These strong financial metrics and the fact that we have no +refinancing requirements nor exposure to higher interest rates +until 2028 place us in an excellent position to capitalise on +future growth opportunities at the appropriate time. +PORTFOLIO +Resilient Operational Performance +Operationally, we had a good performance in terms of leasing +volume and pricing. That, together with our high retention rate when +it comes to lease expiry or lease break, has resulted in an increase in +our occupancy to 97% (FY22: 96%). Rent collection and car park and +commercialisation cashflows all improved during the year, with rent +collection now back to pre-Covid-19 collection rates. +In total we completed 979,200 sq ft of leasing transactions during +the year, securing £7.9 million of annualised income. Our long-term +leasing transactions which represented 69% of the total rent secured +were transacted at rents 1.1% above valuer ERVs. Furthermore, +77% of the annualised long-term rent secured was in our Core +Shopping Centre and Retail Park portfolios, at levels exceeding +valuer ERVs by 2.3% and 0.8% respectively. +Whilst rent secured within our Regeneration Portfolio was down +-3.9% versus valuer ERV, it was +9.0% ahead of the previous passing +rent and therefore accretive to rental cashflows. It is also reflective of +our ongoing strategy to ensure greater lease flexibility to support our +vacant possession strategy. The Work Out portfolio leasing activity +was on terms -2.1% versus valuer ERV, however, this only represents +a small proportion of the total portfolio long-term rent secured. +For total portfolio leasing events in FY23, the rents achieved had a +Compound Annual Growth Rate (CAGR) versus the previous passing +rent of only -0.5% over the average previous lease period of 10.3 +years. Over the past three years, which totals £15.4m of annualised +rent, this is only -0.4% based on an average previous lease period +of 10.0 years. Taking into account the significant disruption the retail +sector has faced over the last 10 years from the growth of online +retailing and Covid-19, this clearly demonstrates the underlying +resilience in our rental cashflows. +OUR HIGHLIGHTS +Occupancy +96.7% +FY22: 95.6% +Rent collection +98% +FY22: 96% +Leasing vs ERV ++1.1.% +FY22: +7.4% +GRESB score +70 +FY22: 68 +Completed +disposals +£23m +FY22: £305m +Valuation +performance +-5.9% +FY22: -0.9% +Retail Underlying +Funds From Operations +£25.8m +FY22: £20.5m +Retail UFFO +per share +8.3p +FY22: 6.7p +LTV +33.9% +FY22: 34.1% +Net debt +£201.3m +FY22: £221.5m +Total Accounting +Return +-4.6% +FY22: -6.6% +Ordinary Dividend +per share +6.7p +FY22: 7.4p + * As at time of reporting FY22 results +Key +Performance versus previous year +Improved Declined Maintained +9NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_12.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..49019639b6ac6e5204892a897aa7904536a6f963 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_12.txt @@ -0,0 +1,125 @@ +Overall, our long-term leasing transactions had a weighted average +lease expiry (WALE) of 8.2 years, up from 6.4 years in FY22, with +Retail Parks at 12.0 years and Core Shopping Centres at 6.9 years. +In terms of occupier incentives, we have seen a marked improvement +in rent-free periods granted in the period compared to FY21 and +FY20. For long-term leasing transactions, the average rent-free +period was just 2.8 months with many occupiers receiving no +rent-free period. +The demand for space that we saw in our portfolio during the year +remained broadly based with 67% of the space leased to Grocery, +Discount, F&B, Health & Beauty and Value Fashion. +Well Positioned Portfolio +As at 31 March 2023, Retail Parks accounted for 28% of our portfolio, +totalling 14 assets. It has been another positive year for our Retail Park +Portfolio which at year end was 98% occupied with a retention rate +of 100%. We have continued to see strong occupational and investor +demand for our Retail Parks which are predominately located adjacent +to major supermarkets, benefit from free surface car parking and are +supportive of retailers’ omnichannel strategies. As such we had a good +year of leasing with transactions completed 0.8% ahead of valuer ERV. +Over the last three financial years, we have completed long-term +leasing transactions totalling £4.5 million of annualised rent across our +Retail Parks which versus the previous passing rent equates to a CAGR +of +0.6% per annum over the average previous lease period of 12.3 +years. Our Retail Parks delivered a total return of 4.8%, outperforming +the MSCI retail warehouse index by +1,170 basis points, which recorded +a -6.8% total return. +As at 31 March 2023, our Core Shopping Centre portfolio represented +37% of our total portfolio value and comprises 14 Core Shopping Centres +at the heart of local communities providing a range of essential goods +and services with an occupancy of 98% and retention rate of 90%. +The consistent occupational demand is reflected in the positive +leasing performance during the year with long-term deals transacted +2.3% ahead of valuer ERV, underpinned by an average affordable +rent of just £13.18 per square foot and £39,000 per annum. Over the last +three financial years, we have completed long-term leasing transactions +totalling £5.5 million of annualised rent, which compared to the previous +passing rent, equates to a CAGR of only -0.8% per annum over the +average previous lease period of 9.9 years. Our Core Shopping Centres +delivered a total return of 10.3%, outperforming the MSCI shopping +centres index by +1,540 basis points, which recorded a -5.1% total return. +We have three Regeneration assets, representing 23% of the +total portfolio value, for which we have planning consent for: +187 residential units, over 850 residential units at the pre-planning +application stage and a further 350 residential units in the masterplan +stage for phase one. None of these projects will be built-out by +NewRiver as our intention is to deliver value either through sale or +by partnering with residential developers, once planning consents +are secured. Currently, we are not exposed to material contractual +capital expenditure commitments but in order to maximise value, +some modest capital expenditure will be required over the next +two years. Whilst we advance our regeneration proposals, we have +maintained a high occupancy at 97% whilst at the same time building +flexibility into the leases to deliver future vacant possession. As such +the leasing deals completed within our Regeneration portfolio were +transacted at a modest -3.9% below valuer ERVs. +Our Work Out portfolio represents 11% of our portfolio and comprises +nine assets which we intend to dispose of or complete turnaround +strategies on. Since our Half Year results, we have completed the +disposals of two shopping centres in Wakefield and Darlington, with +the remaining sales to be completed in FY24; those assets subject to a +turnaround strategy are supported by further investment by the end of +FY24. In the interim, occupancy and retention rates for our Work Out +assets remain high at 93% and 89% respectively and leasing deals +completed during the year were transacted at -2.1% below valuer ERV. +In respect of capital and total returns, our Work Out portfolio has +outperformed the MSCI shopping centres index by +10 and +590 +basis points respectively. +PLATFORM +Growing Capital Partnerships +Capital Partnerships are an important component of our strategy to +deliver earnings growth in a capital light way. We were delighted in +November 2022 to secure a high-profile mandate from M&G Real +Estate to manage a large retail portfolio comprising 16 retail parks +and a shopping centre located in the South East of England. After our +appointment in November 2022, the mandate was extended to include +a further shopping centre in the South East post year end in April 2023. +Currently, we have three key Capital Partnerships: in the public sector +with Canterbury City Council; in the private equity sector with BRAVO; +and now in the institutional sector with M&G Real Estate. Currently, +we asset manage 19 retail parks and five shopping centres with a +total value in excess of £500 million and annualised rent of over +£50 million. +The expansion and breadth of our Capital Partnerships is a clear +recognition of the need for a best-in-class platform to extract +performance in the highly operational retail sector. We believe that +we have a significant opportunity to deliver further earnings growth +through our Capital Partnership activities. +Prudent Capital Allocation +Capital allocation during the year has been focused on investing +in our portfolio with tightly controlled discipline given the macro- +economic uncertainty. Total investment in FY23 was £4.0 million of +which 57% was allocated to our retail park portfolio, with the largest +project being the construction of a new Aldi store in Dewsbury which +accounted for 23% of our total portfolio investment. +We invested £0.6 million in our Core Shopping Centres, the key +project being the funding of our planning application for a new +food store in Market Deeping which was unanimously approved +by the Council post year end. Our Regeneration portfolio received +£0.7 million of investment principally to advance our forthcoming +planning application in Grays for an 850+ unit residential-led major +town centre regeneration. +Committed progress to ESG +We take our role as the custodians of assets within the community +very seriously and part of that responsibility is helping to protect +the long-term sustainability of the environment that they sit within, +and we are pleased to report great progress in the delivery of our +committed ESG Strategy. +During the year, the quality of the Management and Governance of +our business was recognised as we ranked first place in the GRESB +“Management” module out of a total 901 participants across Europe. +This recognition is due to the fastidious work from our team in +embedding our ESG objectives across the business at both the +corporate and asset level including developing a supplier ESG +performance evaluation process and formalising a quarterly ESG +performance review process for our Property team. +Our ESG activities this year have resulted in achieving our target +GRESB score of 70/100 for the “Standing Portfolio” Benchmark, scoring +90/100 for the GRESB “Development” benchmark and being awarded +an “A” alignment in GRESB’s independent TCFD assessment. +10 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report10 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Chief Executive’s Review continued +The secret shape is a "rectangle". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_13.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..62f3deec6ac9bb38a22f9cc46f18fccb9c874436 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_13.txt @@ -0,0 +1,90 @@ +We also retained our ‘B’ Rating from CDP for our management of +climate-related issues as well as retaining our Gold Award in EPRA +Sustainability Best Practice Recommendations Awards, recognising +the excellence in the transparency and comparability of our +environmental, social and governance disclosures. +Our assets are typically easily accessible with short travel times, +supporting the wider climate and well-being agenda. We set our +pathway to Net Zero in 2019 and we continue to make great inroads +in implementing this. Achieving net-zero within the retail sector relies +upon mutual action by real estate owners and occupiers. The energy +consumed by our occupiers in our assets accounts for almost 90% of +our total carbon emissions. These are emissions over which we have +limited control, but we continue to develop our engagement activities +to support alignment between our climate ambitions and those of our +occupiers and so we are pleased to report that 57% of our lettable +floorspace is occupied by retailers that have already set emissions +reduction targets, with approximately 70% of that 57% part of the BRC +Climate Commitment to reduce carbon emissions to net zero by 2040. +As we reported last year, all of the energy supplied into our common +areas (malls and car parks) is already carbon neutral but this year we +also generated over 250,000 kWh of renewable electricity on-site at +our assets, maintained our “zero waste to landfill” policy and +delivered or secured contracts for EV charging infrastructure at +88% of our surface-level car parks. Given cost inflation headwinds, +it is also notable that the energy supplied into our malls is hedged +until Spring 2024, so we are not facing into price increases. +Finally, during the year we relocated our Head Office to a +BREEAM Excellent, Net-Zero building in London. We are committed +to continuing this great work and playing our part in helping protect +our planet and stakeholders for the long-term. . +MARKET +Outlook +Despite ongoing geopolitical tensions, elevated inflation and higher +interest rates, we are reassured with the improving occupational +demand for space in our resiliently positioned portfolio. Given our +current high occupancy rates for Retail Parks and Core Shopping +Centres at 98% and the benefit of the reduction of business rates for +our occupiers, we believe that the prospects for future rental growth +are now encouraging which should be supportive of future valuations. +For some time now, we have consistently expressed our confidence +in our portfolio positioning which is predominately focused on +essential goods and services. Our operating and financial results over +the last two years demonstrate the underlying resilience that we have +in our portfolio and in our platform, and we expect that to continue +into our new financial year. +We are in an excellent position with a strong balance sheet that is +not exposed in the medium term to rising interest rates, we have +capital available to deploy and opportunities to expand our Capital +Partnerships. We are therefore confident of our ability to deliver our +medium term objective of a consistent 10% total accounting return. +Allan Lockhart +Chief Executive Officer +14 June 2023 +OUR STRATEGY +We do this by delivering on our +business model: +This strategy is underpinned by clear +pillars of execution: +• Highly collaborative working relationships with all key partners +• A clear plan to help create thriving communities in the towns +where we are invested +• A committed sustainability strategy to minimise our impact on +the environment +• Creating opportunities for our team to develop their careers +• Operational efficiency and excellence +• Maintaining a strong balance sheet +• Delivering consistent and attractive risk-adjusted returns +Our strategy aims to deliver a reliable +and recurring income led 10% Total +Accounting Return and create value +for our stakeholders: +Local +Authorities +Shareholders +Environment +Occupiers +Capital +Partners +Team +Lenders +Communities +Underpinned by a committed ESG strategy +1. Disciplined +capital allocation +3. Flexible +balance sheet +2. Leveraging +our platform +11NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 11NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret drink is "water". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_14.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..344ae8a3aa6c3680d683a16c4eb2dc583764860b --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_14.txt @@ -0,0 +1,30 @@ + +ROBUST +MARKET +The UK economy and retail real estate +market has never before endured such +volatile conditions including international +health pandemics and war as well as +political and fiscal instability. This has +led to cost inflation, rising interest rates +and increased caution amongst both +investors and consumers. + +Yet contrary to perception and media +narrative, the consumer has remained +resilient and those retail occupiers with an +omnichannel offer, reliant on the physical +store and focused on providing essential +goods and services, have continued to +perform well. + +This is the robust sub-sector of the market +that we specialise in, meaning our resilient +retail real estate portfolio is well-positioned +for growth. +RESILIENT RETAIL +12 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic report +Our marketplace +12 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_15.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..28d2f5d415f20c5f9d713b733a40727c65d84602 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_15.txt @@ -0,0 +1,110 @@ +Consumers + +Rising Housing Costs +The housing market has shown resilience in 2023 as mortgage +rates eased and the labour market remained tight in part +reversing the negative sentiment following the jump in the Bank +of England interest rates as a result of the somewhat calamitous +September mini-budget. House prices are stabilising and the +average house price is still 20% higher compared with March +2020 (Halifax). Borrowers are choosing longer mortgage terms +to satisfy affordability requirements whilst many potential first +time buyers are delaying their plans and resorting to the rental +market, putting further pressure on rental costs already impacted +by a significant demand supply imbalance (UK Finance). +High But Easing Inflation +UK inflation appears to have peaked at 11.1% in the 12 months to +October 2022, falling more slowly than anticipated over the +subsequent months to 8.7% in April as rates across transport +and clothing declined but offset by persistent food price +inflation. It is expected further easing in commodity and goods +prices will result in a continued downward trend in inflation later +in the year, with perhaps the key risk in respect of ongoing +inflation in 2023 being the impact of higher wage costs. Whilst +annual wage growth as at March 2023 stands at 5.8%, in real +terms it is -3.0%, the largest real total decline since April 2009 +(ONS) albeit the negative differential is widely expected to +narrow through 2023 and reverse by the end of 2024 (Shore +Capital). +Consumers Still Spending +Early 2023 has followed a stronger than forecast Christmas 2022, +with sales values and volumes (excl. fuel) +2.4% and +1.0% in the +three months to April 2023 compared with the previous +three months. April sales figures compared to pre-Covid levels +are +17.9% in value and +0.3% in volume, indicating consumers are +purchasing at similar levels to pre-pandemic. Despite the +narrative around the consumer squeeze and wide-scale +belt-tightening, this is not yet reflected in the data and consumers +are still sitting on excess savings built up during the pandemic. +Changing Purchasing Behaviour +Due to cost of living pressures, patterns of spending have shifted +away from luxuries towards essential and cheaper alternatives. +Barclays data shows that 34% of consumers are buying “dupes”, +affordable versions of expensive products, especially in food and +drink products with 68% of consumers opting for the cheaper options. +There is an evident pattern of down trading in the grocery sector, +discount stores continue to experience month on months sales +growth and in terms of eating out, there is shift in preference from +expensive restaurants to more value focused, deal driven options. +NewRiver’s response +• Despite the cost of living crisis, retail sales have remained +strong with the first half of 2022 benefiting from a buoyant +period of post-lockdown spending with positive sales figures +continuing into early 2023 following a strong Christmas +period. Positive consumer spending has led to strong +sentiment among retailers and is reflected within NewRiver’s +retention rate of 92% and increased occupancy of 97%. +• Consumers are evidently changing their purchasing behaviour, +down-trading across product categories as a reaction to +adjustments on their disposable income and will be awaiting +signs that mortgage rates, food and fuel inflation have peaked +prior to increasing their discretionary spend. NewRiver’s +occupier base has limited exposure to discretionary spend +with 78% by rent from within essential sub-sectors. +• The GfK consumer confidence index shows that whilst +confidence is low, it is improving significantly. Since March +2023, there has been a 13 point jump in positivity for +personal finance situations – such a large jump suggests +household finances are stronger than perceived and the +overall consumer confidence index is at its highest level +since March 2022 playing into spend across our portfolio. +• The increased cost of living and impact of rising mortgage +costs is not equal across the UK, with those living in cities +and within London and South East likely to be most +impacted where mortgages are higher and disposal +income as a percentage of gross income is lower. +NewRiver’s portfolio is located throughout the UK, 66% +outside the South East, in areas which on average have a +house price of £208,000, compared to the UK average of +£287,000 (Halifax). The NewRiver consumer is therefore +impacted to a lesser extent due to rising mortgage costs. +• As inflation eases throughout 2023, real disposable +incomes will improve, confidence will continue to +recover alongside record low unemployment levels of +only 3.9% (as at March 2023), and there is the potential that +retail sales by volume should continue to increase. +Retail Sales Values and Volumes +80 +85 +90 +95 +100 +105 +110 +115 +120 +125 +130 +0 +2 +4 +6 +8 +10 +12 +Retail Sales Index Feb-20 = 100 +CPI (YoY%) +Value Volume CPI (RHS) +2020 Feb 2021 Sep 2023 Apr +Source: ONS +13NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_16.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..d1c217fe37c666f7de5ec51e66b62e1bfea36c35 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_16.txt @@ -0,0 +1,142 @@ +Retailers + +Strong Occupational Market +There is positive sentiment amongst retailers, with strong +reported sales results especially in-store performance and +renewed retailer expansion plans for 2023. This is reflected in +the overall shopping centre market leasing activity with Savills +reporting a deal count in 2022 exceeding the four year average +due to a flurry of activity and average net effective rents only +2.9% down compared to 2019. Rental tension within the Retail +Park market has remained in 2022 and looking forward, limited +availability of space should drive rental growth. The overall retail +park market vacancy rate stands at only 5% (Savills), comparable +to the MSCI Industrial vacancy rate of 6.3% which has seen 21% +ERV growth over the past two years. +Limited Retailer Distress +2022 was a quiet year for retailer distress with only 2,300 stores +impacted. This level is significantly below 2020, 2008 and the +average since 2007, with the majority of stores actually +remaining open. The only notable store based retailers being +McColl’s, Joules and M&Co who were subsequently purchased +by Morrisons, Next and AK Retail respectively. Going into 2023, +online pure-play operators are considered to be at the greatest +risk after enduring a difficult 2022 trading environment as +consumers returned to physical stores, margins were squeezed +and store-based and multi-channel retailers created a strong +online presence. Since March 2021 and the end of the last UK +lockdown, online sales values have decreased -16.0% and +pure-play -6.6% against overall retail sales value growth of ++15.7% during this period. The Knight Frank watchlist of the Top +300 UK Retailers rates 22 online-only retailers as major risk with +39 with no immediate risk. Physical retailers, whilst not immune +to the challenging trading conditions coming into 2023, have +emerged from the pandemic fitter, with the weaker outfits +having already exited the market. +0 +1,000 +2,000 +3,000 +4,000 +5,000 +6,000 +7,000 +8,000 +Stores impacted Average since 2007 +2007 +2008 +2009 +2010 +2011 +2012 +2013 +2014 +2015 +2016 +2017 +2018 +2019 +2020 +2021 +2022 +2023 YTD +UK Retailer Failures Decline +-25% +-20% +-15% +-10% +-5% +0% +5% +10% +15% +vs 2019Q1 2020 +Q2 2020 +Q3 2020 +Q4 2020 +Q1 2021 +Q2 2021 +Q3 2021 +Q4 2021 +Q1 2022 +Q2 2022 +Q3 2022 +Q4 2022 +YoY +Shopping Centre Rents since 2019 +(net effective rents rolling 4-Qtr average) +Source: Savills Research +-20% +-15% +-11% +-7% +-2% +2% +7% +11% +16% +20% +25% +0% +1% +2% +3% +4% +5% +6% +7% +Net Effective Rent Growth YoY (LHS) Vacancy % sq ft (RHS) +2013 +2014 +2015 +2016 +2017 +2018 +2019 +2020 +2021 +2022 +Retail Parks Rents and Vacancy +(net effective rents) +Source: Savills Research Source: Centre for Retail Research +Online sales as % of total retail sales +0 +10 +20 +30 +40 +50 +Peak Online % sales +-25% from peak +-4% from peak +Apr 2020 Mar 2023 Jan 2021 Mar 2023 +Non-food Food +45.8% +21.1% +12.1% +8.2% +Source: ONS +14 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our marketplace continued +The secret object #2 is a "key". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_17.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..49e820eea9a0df6e4a14780a11990f766486c228 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_17.txt @@ -0,0 +1,81 @@ +Continued Rise of Omnichannel +Online is considered a channel of distribution rather than +category of retail and given the consumer desire for flexibility +to purchase goods when, where and how they want, omnichannel +retail with the converging of physical and online channels is +becoming ever more popular. 50% of overall sales involve online +interaction at some point (Barclays) but the physical store is at +the centre of the retail journey due to the perception of in-store +bargains, absence of delivery and return charges, and the ability +to use cash as a tangible budgeting tool. Click & collect +increases to be popular for both consumers and retailers and +this is set to continue into 2023. +Positive 2023 Rates Revaluation Outcome +The 2023 rates revaluation was a welcome outcome for retailers +and will provide significant occupational cost savings at a time when +other operational costs have increased. On average, rateable values +within England and Wales declined 10% for retail properties with +savings ranging up to 20-50%. This compares incredibly favourable +to the 27% increase within Industrial and 10% in Offices. Downwards +transition relief is to be scrapped giving an immediate benefit to +retailers, it was previously phased over a number of years. +“The physical store +remains at the centre +of the retail journey” +16% +average reduction in +rateable values for +retailers across the +NewRiver portfolio +NewRiver’s response +• The strong retail occupational market is reflected in our leasing +statistics with 979,200 sq ft of new lettings and renewals agreed +in FY23 with long-term transactions on average +1.1% ahead of +ERV, 9.7% ahead of previous rent and with a Weighted Average +Lease Expiry of 8.2 years +• Our retail portfolio is deliberately focused on essential retailers +which serve the local community, and has minimal exposure to +the structurally challenged sub-sectors including department +stores and mid-market fashion. To assess the risk associated +with our tenant base and future cashflows, we have worked with +Income Analytics (part owned by MSCI and Savills) to quantify +the probability and impact of tenant failure. The tenant risk of +failure analysis projects a probability of failure in the next +24 months of only 0.9%. +• The resilience of NewRiver’s rental cashflows is underpinned +by affordable rents and low occupational costs. Given the +downward pressure on retailer margins as a result of material +increases in retailer’s cost and revenue pressures which are set +to continue in the short to medium term, we have assessed the +continuing rental affordability over the next 3 years. As expected, +maintaining the retailer’s existing net margin, the affordability +level falls -1.2% below the current Occupational Cost Ratio in +2023 but returns in 2024 with headroom rebuilding beyond in +2025 to +2.4% aided by continued cost stabilisation, business +rate reductions and some modest sales growth +• The occupational affordability for our tenants set to further +improve from 1 April 2023 when reduced business rates become +effective with an average reduction of 16% across the portfolio +• Retail parks are a key investment area for NewRiver given their +prominent role within omnichannel retail for both consumers and +retailers. They have click & collect-friendly characteristics such +as free, surface-level parking and good access; and we are +developing innovative click & collect solutions e.g collection & +return pods in car parks. Conveniently located on key arterial +routes and having large units suitable for holding stock at low +occupational costs mean retailers can use stores as fulfilment +centres much closer to their consumer than distribution centres. +-10 ++7 ++10 ++27 +Retail +All Properties +Offices +Industrial +-16NewRiver +Source: VOA +Percentage Change in Rateable Values 2017-23 leading +to lower occupational costs +Revaluation Movement (%) +15NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_2.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..508556c2ca1a304fb899627c2c54f460fec11baa --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_2.txt @@ -0,0 +1,98 @@ +2023 Financial Highlights +NewRiver is a leading Real Estate Investment Trust +specialising in buying, managing and developing +resilient retail assets across the UK that provide +essential goods and services whilst supporting +the development of thriving communities. +NewRiver has a Premium Listing on the Main Market +of the London Stock Exchange (ticker: NRR). +Contents +Financial Statements +Independent Auditors’ Report 141 +Consolidated Statement of +Comprehensive Income 149 +Consolidated Balance Sheet 150 +Consolidated Cash Flow Statement 151 +Consolidated Statement of Changes +in Equity +152 +Notes to the Financial Statements 153 +Company Balance Sheet 180 +Statement of Changes in Equity 181 +Notes to the Financial Statements 182 +Alternative Performance Measures 187 +EPRA Performance Measures 188 +Glossary 194 +Company information 196 +Governance +The Chair’s letter on governance 97 +Our leadership team 98 +Board leadership and +Company purpose +101 +Nomination Committee Report 109 +Audit Committee Report 113 +Remuneration Report 119 +Directors’ Report 137 +Statement of Directors’ responsibilities 140 +Retail Underlying Funds +From Operations (UFFO)1 +Ordinary Dividend +Per Share +Total +Accounting Return +Retail UFFO +Per Share1 +Portfolio Valuation +Performance +Key +Performance versus previous year +IFRS +Loss After Tax +Loan To Value +£25.8m +6.7p +-4.6% +8.3p +-5.9% +£(16.8)m +33.9% +FY22: £20.5m +FY21: £19.5m +FY22: 7.4p +FY21: 3.0p +FY22: -6.6% +FY21: -24.9% +FY22: 6.7p +FY21: 6.4p +FY22: -0.9% +FY21: -13.6% +FY22: £(26.6)m +FY21: £(150.5)m +FY22: 34.1% +FY21: 50.6% +Net debt +£201.3m +FY22: £221.5m +FY21: £493.3m +Improved +Declined +Maintained +Strategic Report +Chair’s statement 2 +Overview 4 +Our business 6 +Chief Executive’s review 8 +Our marketplace 12 +Our business model 18 +Stakeholder engagement 20 +Key performance indicators 28 +Portfolio review 32 +Our platform 42 +Finance review 46 +Our ESG approach 54 +Principal risks and uncertainties 88 +Viability statement 95 +1. Retail UFFO is UFFO from continuing operations and excludes contribution from Hawthorn +in FY22 prior to its disposal on 20 August 2021, see Note 12 to the Financial Statements +The secret object #1 is a "chair". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_20.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..a409f34eb31631208822873526c3e66e61fcd2b1 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_20.txt @@ -0,0 +1,61 @@ +Our purpose +To own, manage and develop +resilient retail assets across the UK that +provide essential goods and services +and support the development of +thriving communities. +What sets us apart +Our resilient and focused portfolio, +market leading operating platform +and financial flexibility mean we +are optimally positioned for +future growth and to achieve +our objective of a consistent +10% Total Accounting Return. +3. Flexible +balance sheet +Our operating platform is underpinned +by a conservative, unsecured balance +sheet. We are focused on maintaining +our prudent covenant headroom position +and have access to significant cash +reserves which provide us with the +flexibility to pursue opportunities which +support our strategy for growth. +1. Disciplined +capital allocation +We assess the long-term resilience of our +assets, with capital allocation decisions made by +comparing risk adjusted returns on our assets to +those available from other uses of capital. +Capital allocation decision include investing into our +portfolio, acquiring assets in the direct real estate +market and share buybacks. Assets can be +acquired either on our balance sheet or in capital +partnerships. Our significant market experience +allows us to price risk appropriately, and our low +average lot sizes enhance liquidity which +means we can execute disposals +quickly and effectively. +2. Leveraging +our platform +We leverage our market leading platform to +enhance and protect income returns through +active asset management across our assets +and on behalf of our capital partnerships; the +latter also provide enhanced returns through +fee income and the opportunity to receive +promote fees. We also create income and +capital growth through our Regeneration +activity in a capital light way, principally +residential-led, focused on replacing surplus +retail space with much needed new homes. +Underpinned by a committed ESG strategy +18 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Strategic report +Our business model +Delivering value for +our stakeholders +Strategic Report +The secret object #3 is a "knife". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_21.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..b71abdeee760cae07e87641edf805f823cab147f --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_21.txt @@ -0,0 +1,100 @@ +19NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Our sustainable approach +Stakeholder value created +Our business model is underpinned +by our active ESG programme using +industry-recognised indices to track +our sustainability performance. +Our team +The success of the Company comes from +its people. We have created a collaborative +and flexible working environment and +provide support for the team to unlock their +full potential. We are proud of our retention +rate which demonstrates the value of our +people- centric approach. +Our communities +Our assets are located in the heart of +communities throughout the UK and +play an integral role in the lives of our +customers. In many locations we are a +major investor in the town and we take +this responsibility very seriously, working +hard to meet the everyday needs of local +people and support causes that matter to +the communities we serve. +Our shareholders +Our shareholders are the ultimate owners +of our business. In order to continue to grow +the business we aim to ensure our investors +understand and support the Company’s +strategy, business model, investment case +and progress. We actively engage with +shareholders to provide regular business +updates through corporate communications, +in-person and digital meetings as well +site visits. +75% +team retention of 5+ years +63 +No. of different UK communities we are +directly invested in or manage assets within +96 +FY23 investor meetings +See page 22 for more information See page 24 for more information See page 26 for more information +Our capital partners +Capital partnerships are an important part +of our business, contributing to overall +earnings growth. Our capital partners +leverage our market leading platform by +allowing us to manage and improve the +performance of their assets. Capital +partnerships allow us to acquire assets in a +capital light way and receive proportional +rental income, as well as enhance our +returns from asset management fees with +the potential to receive financial promotes +linked to performance. +Our occupiers +When our occupiers thrive then so too can +NewRiver. We continuously nurture our +working relationships with our occupiers +so we can better understand their needs +and potential challenges or opportunities +and ensure our portfolio is best placed to +accommodate them. +We are proud to see so many of our +occupiers choose to remain in our portfolio +at the point of potential exit. +Our environment +The real estate industry has a critical role to +play in protecting the long-term sustainability +of our planet. We take our role as the +custodians of assets within the community +very seriously, and that involves integrating +our sustainability strategy across all aspects +of our business from head office to asset level +and our local communities. +24 +Number of capital partnership assets +under management (April 2023) +19 x retail parks and 5 x shopping centres +92% +FY23 occupier retention rate +1st +NewRiver ranked first place in the +GRESB Management module out of +901 participants across Europe +See page 44 for more information See page 6 for more information See page 58 for more information +NewRiver was named in the +Sunday Times Best Places +to Work 2023 +We are delighted to have been acknowledged post- +period in the ‘small organisation’ category (10-49 +employees) in The Sunday Times Best Places to +Work 2023 for our wide-ranging benefits package +and ongoing commitment to supporting our team and +their career development in a collaborative, diverse +and inclusive culture. +See page 20 +The secret landmark is the "Taj Mahal". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_22.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..d38bf37d01c5c64e3ebec21142d22cf280e7749f --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_22.txt @@ -0,0 +1,53 @@ +OUR STAKEHOLDERS +The success of our business is underpinned by our best in class +team and effective relationships with our multiple stakeholders. +We are proud of our highly motivated, collaborative and well-balanced +team with a near 50:50 gender split. Our team continue to focus on +helping drive the business forward whilst also advancing their own +career development. We foster strong working relationships with +our wider stakeholders who collectively help us deliver on our +strategy, business model and ongoing success. We recognise that +our stakeholders have a range of varying priorities and concerns +and we endeavour to incorporate these into our own strategic +decision-making. +Board engagement +Critical to effective corporate Governance is how the Board aligns +strategic decisions with the Company’s purpose, values, strategy and +stakeholders. The NewRiver Board has a clear stakeholder engagement +plan, regularly consulting with the NewRiver team, who in turn manage +and foster the relationships with our occupiers, key partners and advisers. +Stakeholder engagement +Authentic stakeholder engagement +underpins our business +NewRiver was named in the Sunday +Times Best Places to Work 2023 +We are delighted to have been acknowledged in May 2023 in the +‘small organisation’ category (10-49 employees) in The Sunday Times +Best Places to Work 2023 for our wide-ranging benefits package and +ongoing commitment to supporting our team and their career +development in a collaborative, diverse and inclusive culture. +We received positive survey results with strong approval and +engagement ratings of 82% with a “confidence in management” +score of 80% and achieved a rate of “Excellent” across all areas. +At NewRiver we provide a flexible working environment to suit the +different lifestyles of our team, and important policies including +full-private medical cover, ‘gender-agnostic’ shared parental leave and +wider flexible working patterns were recognised by the Sunday Times. +Our commitment to offering colleagues practical support for career +development and empowerment, providing the best possible +opportunity for them to develop their careers was also recognised. +The Sunday Times equally acknowledged that our team are rewarded +with a fully paid six-week sabbatical after 10 years of service. +Our Stakeholders include: +Local +Authorities +Shareholders +Environment +Occupiers +Capital +Partners +Team +Lenders +Communities +20 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_23.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..7f13a7e120ae8c3cc268ff10dca377440b1e73ea --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_23.txt @@ -0,0 +1,88 @@ +“At NewRiver people are our greatest asset and it is +therefore an honour to have been named in The +Sunday Times Best Places to Work 2023. The fact that +75% of the NewRiver team have been at the company +for more than five years is testament to the positive +working environment and culture that we have built. +We are a driven, collaborative and well-balanced team +with a near 50:50 gender split and indeed it is the +team themselves that actively participate in creating +such a positive and attractive environment. I would like +to take this opportunity to thank the entire NewRiver +team for all their hard work in helping to continue to +drive the business forward. It would not have been +possible without each and every one of them.” +Edith Monfries +Chief Operating and People Officer at NewRiver REIT +46 +Employees +75% +Of our team have +worked at NewRiver +for 5+ years +26 +Hours of training per +employee this year +1,150 +Total hours of +training this year +70% +Of our team undertook +professional training  +during the year +64% +Of our team have +professional +qualifications +94 +Hours of volunteer support +dedicated to the Trussell Trust +SECTION 172(1) STATEMENT +The Directors consider, both individually and collectively, that they have acted in the way they consider, in good faith, would be most likely to +promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in +section 172(1)(a-f) of the Companies Act 2006) in the decisions taken during the year ended 31 March 2023. +Details of our key stakeholders and how the Board engages with them can be found in the strategic report on page 20. Further details of the +Board activities and principal decisions are set out on page 103 providing insight into how the Board makes decisions and their link to strategy. +Other disclosures relating to our consideration of the matters set out in s172(1)(a-f) of Act can be found as follows: +S172 factor Our approach +the likely consequence of any +decision in the long term +As a Board of a REIT owning assets which also include a risk-controlled development pipeline, the Board +is always conscious of the long term. Looking to the future the Board and Executive Committee regularly +assess the overall corporate strategy and acquisition, asset management and disposal decisions in the +context of current and future long-term trends and markets. We closely assess the latest trends reported +by CACI, our research provider, to ensure we are aligned with evolving trends. These insights and the +Board’s own extensive experience steer the long-term strategic direction. +the interests of the +company’s employees +We have a small workforce which allows a naturally close proximity between them and the Board making +it easy for the Board to engage with staff directly especially as the Directors regularly visit the London +office and other sites. This year the Directors have been able to visit the assets and the London office +more freely and attend social events with staff. +the need to foster the company’s +business relationships with +suppliers, customers and others +The Board is committed to fostering the Company’s business relationships with occupiers, local +authorities and other stakeholders. These stakeholders are key to our business model and therefore +members of the Exco (including Board members) have direct responsibilities for managing and +developing these relationships. Board site visits during the year have helped these relationships and +understanding the needs of these stakeholders. +the impact of the company’s +operations on the community +and the environment +The Board is committed to our communities and our assets are integral to the communities they serve. +We aim to enhance the lives of consumers and minimise our impact on the environment. These matters +are therefore considered in all strategic decisions and embedded into the business model. +the desirability of the company +maintaining a reputation for high +standards of business conduct +Our values mirror our culture and as a team our values are to be trusted and respected and this is +entrenched into Board decisions. Staff receive regular training on our anti-corruption policies to ensure +that they are entrenched in all staff decisions and conduct. Again the size and proximity of the workforce +allows our values to be communicated, embedded and monitored easily and less formally. +the need to act fairly as between +members of the company. +The Board recognises the importance of treating all members fairly and monitors the views of the +Company’s shareholders through reports on investor and analyst communications so that their views and +opinions can be considered when setting strategy. +21NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_28.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..0ff0a47e3c45065a47284a084a8384454b2cbef1 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_28.txt @@ -0,0 +1,108 @@ +• The Board receives regular updates on market sentiment, +investor relations activity and share price performance +• The Remuneration Committee undertook a review of the +Remuneration policy in consultation with Shareholders for +which Shareholder provided positive support toward the +proposed revisions. +Topics raised +• Continued delivery of the Company’s revised strategy focused on +resilient retail following the pub business disposal in FY22 +• Financial performance +• Operational performance +• Capital allocation +• Portfolio valuation performance +• Progress on the disposal of our Work-Out portfolio +• Progress across our Regeneration portfolio +• Growth of Capital Partnerships +• Sustainability +• Retailer challenges and opportunities +• Macro-economic themes including how inflation and rising energy +costs impact our retailer +How did we respond? +• Post pandemic virtual engagement continue to form a part of our +Investor Relations programme, allowing us to capitalise on +effective use of management time, engaging with international and +regionally based investors, and helping reduce associated carbon +emissions +• Our investor feedback has helped enhance our disclosures and +the supplementary information provided in results materials. +OUR LENDERS +We have strong working relationships with +our banks, bondholders and rating agency +who in turn help provide funding to facilitate +our strategy. +As part of this, we are in regular dialogue to ensure our banks and +bondholders understand the Company’s strategy and targets. These +relationships have helped ensure that the business remains in a +strong and flexible financial position with a fully unsecured balance +sheet. This structure is highly efficient and covenant-light, affording +us significant operational flexibility. +Board Engagement during the year +How did we engage? +• The CFO and finance team held regular meetings with our +relationship banks, bondholders and rating agency to ensure +that they are kept up to date with business strategy, developments +and performance +• Held meetings with our Bondholders as part of our FY22 and +HY23 results roadshow +• Debt structure and current and future debt requirements are +considered by the Board on a regular basis as part of the +CFO’s review +OUR SHAREHOLDERS +Our shareholders are the ultimate owners +of our business. In order to deliver on all +our ambitions for the communities we are +invested in, it is critical that our shareholders +continue to understand and support the +Company’s strategy, business model, +investment case and progress. +We have an active engagement strategy, supported by our corporate +brokers, providing our shareholders with frequent business updates, +regular meetings, both in person and online, and on-site visits. +Where appropriate, our Board and members of the Executive +Committee will engage with shareholders. +The comprehensive calendar of investor engagement includes the +AGM, regulatory announcements and non-regulatory news flow, +conference calls and shareholders roadshows, as well as regular +contact with financial analysts, financial media, investors, private +client fund managers, retail investors and equity sales teams. Regular +and targeted engagement ensures that our strategy, business model +and investment case are well understood by shareholders and the +wider market. +Board Engagement during the year +How did we engage? +• Focused virtual and face to face investor meetings with +the CEO and CFO with a revival of face to face meetings +• Engagement includes the AGM, regulatory announcements, +conference calls and investor roadshows, as well as regular +contact with financial analysts, financial media, investors, private +client fund managers, retail investors and equity sales teams +• As well as institutional investors, we engage with retail investors +via direct communications, our website, media, Annual General +Meetings (AGM) and platforms including Investor Meet, hosting +a dedicated retail investor presentation at our half year results +• Our relaunched corporate website contains comprehensive +information about our business, regulatory news and press +releases alongside information about our approach to +Environmental, Social and Governance (ESG) issues +• Management engaged with 96 investors during the year, including +shareholders and non-holders, and institutional and +retail investors +• We hosted our first post-pandemic in-person results presentation +to analysts in November 2022 for our HY23 Results – a live audio +webcast was also available our website with a replay function +• The 2022 AGM was again held as a physical meeting and was +attended by all of the Board. Recognising that some shareholders +may not have been comfortable attending in person, we provided +opportunities for shareholders to submit questions via email and to +attend via conference call +• The Board reviews and approves material and communications +with investors, namely trading updates, results announcements, +the Annual Report and Accounts, and significant business events +and transactions. +• The respective Committee Chairs engage with shareholders on +significant matters related to their specific areas of responsibility +26 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Stakeholder engagement continued +The secret fruit is an "orange". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_29.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..8bfaa3f6747187e7102f3198881ede936c3179d2 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_29.txt @@ -0,0 +1,81 @@ +Fitch Affirmed NewRiver’s +Investment Grade Credit Ratings +Fitch Ratings affirmed our Long-Term Issuer Default Rating +(IDR) at ‘BBB’ with a Stable Outlook, senior unsecured rating +at ‘BBB+’ and Short-Term IDR at ‘F2’. The senior unsecured +rating applies to NewRiver’s £300 million unsecured bond +dated 2028. +“In the affirmation of our investment +grade credit ratings, Fitch has again +recognised NewRiver’s differentiated +position in the UK retail market, focused +on providing essential goods and +services to consumers on rental terms +affordable to retailers. This focus on +resilient retail, alongside our best in +class operating platform and the +strength of our balance sheet, means +we feel well positioned despite the +challenging backdrop.” +Will Hobman +Chief Financial Officer +Topics raised +• Performance of retail operations including occupier trading, rent +collection, leasing, and occupancy +• Retail property valuations +• Progress of the disposal of our Work-Out portfolio +• Progress of our Regeneration projects +• Broader activity within the retail investment market +• Interest rate environment +How did we respond? +• Actions taken in FY22 mean we have no maturity on drawn debt +until March 2028 and no exposure to interest rate rises on our +drawn Group debt facility +• In December 2022 Fitch Ratings affirmed NewRiver’s Long-Term +Issuer Default Rating (IDR) at ‘BBB’ with Stable Outlook, our senior +unsecured rating at ‘BBB+’ and Short-Term IDR at ‘F2’ +• We worked with two companies to undertake scenario stress +testing to predict the projected probability of failure of our +occupiers and assess their rental cashflow stability factoring in +increased pressures on retailer margins. +OUR LOCAL AUTHORITIES +We are proud to work in partnership with circa +60 different local authorities across the UK to +help regenerate and protect the towns we are +invested in to create long-term social and +economic growth. +Board Engagement during the year +How did we engage? +• Non-Executive and Executive Directors attended various senior- +level meetings with local authorities and public sector focused +organisations, alongside the asset and development team, meeting +all levels including Chief Executives and the wider cabinet, +Planning Officers, Regeneration Officers and also local Councillors, +to steer the regional strategy that will impact the social and +economic long-term viability of a town which has a direct impact on +our own assets +Topics raised +• Appreciation of Council priorities across the borough and the +significance of private sector-led regeneration +• Allocation of resources to the local authority planning team +• Local authority support for marginal regeneration projects that +bring a positive Benefit:Cost Ratio (BCR) +How did we respond? +• Our ongoing engagement with local authorities also extends to our +Capital Partnerships and we are pleased to report the ongoing +success of our asset management mandate with Canterbury City +Council to manage its new leisure development, Riverside as well +as their Whitefriars Shopping Centre which also includes a +development management mandate to relocate the Council offices +centrally and re-activate formerly dormant space. +OUR CAPITAL PARTNERSHIPS +As part of our growth strategy we have been expanding our Capital +Partnerships. We have created a standalone spread of this strategy in +more detail. +Please refer to page 44 +OUR ENVIRONMENT +Please read our comprehensive ESG Strategic Report to find out +about our about commitment and progress. +Please refer to page 54 +27NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret object #4 is a "bed". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_3.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..c849c937eb58cf0044f3863b7ba18a580977afd1 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_3.txt @@ -0,0 +1,33 @@ +RESILIENTRESILIENT +RETAILRETAIL +ROBUST +MARKET DYNAMICS +Our portfolio positioning, focused on essential +goods and services, where a physical store is vital +to our occupiers, is the reason for the underlying +resilience of our operating performance. +See page 12 +AGILE +PLATFORM +Our market leading asset management platform draws +on the in-house expertise of our team, our deep market +knowledge and excellent occupier relationships to +enhance and protect income streams for our assets +both on our own balance sheet and those we manage +on behalf of our capital partners. +See page 42 +STRONG +FINANCIAL POSITION +Our balance sheet is fully unsecured and well +positioned to support our future growth with +significant cash holdings, no debt maturity until +2028 and no exposure to interest on drawn debt. +See page 46 +FOCUSED +PORTFOLIO +Our resilient portfolio provides affordable, +well-located and omnichannel compatible space +for successful and expanding occupiers reliant on +a physical store network. +See page 6 +1NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_34.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..9585f4d863fdeea6faeaddfb4bbf375aed4846f2 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_34.txt @@ -0,0 +1,39 @@ +FOCUSED +PORTFOLIO +As the leading UK retail real estate +company we understand what makes +a resilient retail asset and we know how +to protect and enhance resilience over +the longer term. +RESILIENT RETAIL +28% +11% +23% +1% +37% +Retail Parks + Shopping Centres +– Core + Shopping Centres +– Regeneration +Shopping Centres +– Work Out +Other +28% +11% +23% +1% +37% +Retail Parks + Shopping Centres +– Core + Shopping Centres +– Regeneration +Shopping Centres +– Work Out +Other +Portfolio Weighting +32 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Portfolio review +Strategic Report \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_35.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..742c40a65179851c23392b9d822c2d8544bb4e97 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_35.txt @@ -0,0 +1,79 @@ +Operational Update +Robust and consistent operational metrics continue to demonstrate the underlying resilience and active demand for space in our portfolio, +supported by the strong performance of the physical retail store channel and resilient consumer. Net property income adjusted for disposals +increased by +5.0% in the 12 months to March 2023, occupancy increased to 96.7% (FY22: 95.6%) and rent collection remains at normalised +levels of 98% (FY22: 96%). +As a 31 March 2023 Occupancy +Retention +Rate +Rent +Collection Affordable Average Rent +Gross to Net +Rent Ratio +Leasing +Volume +Leasing +Activity +Average CAGR +FY21-FY23 +(%) (%) (%) (£ psf) (Ave. pa) (%) (sq ft) +% vs valuer +ERV (%) +(Average +Lease Length) +Retail Parks 97.5% 100% 99% £12.49 £116,000 97% 163,400 0.8% 0.6% 12.3 +Shopping Centres +– Core 97.7% 90% 98% £13.18 £39,000 94% 309,700 2.3% -0.8% 9.9 +Shopping Centres +– Regen 97.4% 97% 100% £13.00 £69,000 86% 138,700 -3.9% -0.7% 9.4 +Shopping Centres +– Work Out 92.8% 89% 97% £9.13 £23,000 65% 338,800 -2.1% -0.4% 6.7 +Total1 96.7% 92% 98% £11.98 £45,000 88% 979,200 1.1% -0.4% 10.0 +1. Total includes Other representing 1% of total portfolio by value +In total, we completed 979,200 sq ft of leasing transactions during the year, securing £7.9 million of annualised income. Our long-term leasing +transactions which represented 69% of the total rent secured were transacted at rents +1.1% above valuer ERVs. +Over three quarters (77%) of the annualised long-term rent secured was in our Core Shopping Centre and Retail Park portfolios, at rents exceeding +valuer ERVs by +2.3% and +0.8% respectively. This is a reflection of the excellent occupational demand across our Core Shopping Centres, at the heart +of their local communities, and conveniently located Retail Parks predominately adjacent to major supermarkets, demonstrating we own the right assets +in the right locations. +OUR HIGHLIGHTS +Portfolio Metrics as at 31 March 2023 +Occupancy +96.7% +FY22: 95.6% +Retention Rate +92% +FY22: 90% +Rent Collection +98% +FY22: 96% +Leasing Volume +979,200 sq ft +FY22: 1,039,800 sq ft +Leasing Activity ++1.1% +ahead of valuer ERV +FY22: +7.4% +Affordable +Average Rent +£11.98 per sq ft +FY22: £11.74 per sq ft +Average CAGR +FY21-FY23 +-0.4% +on 10.0yr average +previous lease period +Gross to Net Rent Ratio +88% +FY22: 84% +Total Return +2.3%, +1,020 bps +outperforming the MSCI All Retail over 12 months +FY22: 7.5% +Portfolio NIY of +8.0%, +220bps +versus the MSCI All Retail at 5.9% +FY22: 7.9% +Expanding Capital Partnerships across public, +private equity and institutional sectors +33NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_36.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..34fad72bb2ae29b6c6deff6694e0662bf196645b --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_36.txt @@ -0,0 +1,109 @@ +Our Capital Partnerships continue to grow having secured a +high-quality mandate from M&G Real Estate in November 2022 to +asset manage a large retail portfolio, with a further south-east +shopping centre added to this mandate subsequent to our +appointment. The portfolio currently comprises 16 retail parks and +two shopping centres. Our key partnerships are across the public, +private equity and institutional sectors illustrate the importance of +specialist retail partners in a highly operational sector and +endorsement of the quality of our asset management platform. +Valuation +As at 31 March 2023, our portfolio was valued at £593.6 million +(31 March 2022: £649.4 million). Movements from the previous +year were the disposal of two Work Out assets and a solus retail +warehouse unit (£22.4 million) and a like-for-like valuation movement +of -5.9% for the year. This is a +660bps capital return outperformance +compared to the MSCI All Retail index. +Valuations were broadly stable in the first half of the year at -1.3%, +followed by a -4.7% movement in the second half, a reflection of the +macro-economic, political and financial market pressures impacting +all real estate markets. The valuation movement was predominately +a result of market driven yield expansion, a direct impact of rising +interest rates, whilst ERVs were broadly stable at -1.7% for the total +portfolio and +0.4% excluding our Work Out portfolio and +Regeneration assets. +Our Core Shopping Centre Portfolio, which represents 37% of the +portfolio, delivered a modest valuation movement of only -0.7% for +the year, a result of a strong operational performance and already +high yield of 9.6%. This is a +1,010bps capital return outperformance +compared to the MSCI Shopping Centre index. +Retail Parks, representing 28% of the portfolio, saw a movement +of -3.2% driven by some modest yield expansion offset by a ++2.7% increase in LFL ERVs. This is a +960bps capital return +outperformance compared to the MSCI Shopping Centre index. +The overall portfolio valuation movement was concentrated in the +Regeneration portfolio with a movement of -14.1% which accounts for +62% of the overall portfolio movement, the outcome of high inflation +on assumed construction and finance costs. +The Work Out portfolio following two disposals now accounts for +only 11% of the total portfolio and experienced a -7.8% valuation +movement due to negative NOI and ERV movements. This was +concentrated in three assets where turnaround strategies are in +place and progressing well. Nevertheless, on a capital return basis, +our Work Out portfolio outperformed the MSCI Shopping Centre +index by +10bps. + +Portfolio review continued +Whilst rent secured within our regeneration portfolio was down -3.9% +versus valuer ERV, it was 9.0% ahead of the previous passing rent +and therefore accretive to rental cashflows. It is also reflective of our +ongoing strategy to ensure greater lease flexibility to support our +vacant possession strategy. We have been making good progress +across our three regeneration assets which are predominantly +focused on reducing surplus retail and delivering new residential +units to these locations within commuting distance of London. At +Grays, we are at an advanced stage in our preparations to submit +an outline planning application for 850+ homes and in Burgess Hill, +a site with detailed planning consent for 187 residential units, is being +prepared for sale. +The Work Out portfolio leasing activity was on terms -2.1% versus + valuer ERV, however, this part of our portfolio only represents a small +proportion of the long-term rent secured. Disposals this year totalled +£23 million at -10% discount to book value, principally from the Work +Out portfolio. Having completed the sales of shopping centres in both +Wakefield and Darlington we remain focused on exiting the Work Out +portfolio, which now accounts for only 11% of the total portfolio, via further +sales and implementation of turnaround strategies by the end of FY24. +For total portfolio lease events in FY23, the rents achieved had a +CAGR versus the previous passing rent of only -0.5% over the +average previous lease period of 10.3 years. Over the past three +years, this is only -0.4% based on an average previous lease period +of 10.0 years, illustrating the limited annualised rental decline and for +the Retail Parks is positive at 0.6%. Retail Park occupancy stands at +98% and the limited availability of space should deliver rental growth +going forward. +Overall, our long-term leasing transactions had a weighted average +lease expiry (WALE) of 8.2 years, up from 6.4 years in FY22, with +Retail Parks at 12.0 years and Core Shopping Centres at 6.9 years. +In terms of tenant incentives, due to the continued competitive +tension in the occupational market, for long-term leasing transactions +the average rent free period was broadly aligned to FY22 at just +2.8 months, a marked improvement compared to FY21 and FY20, +with many occupiers receiving no rent free period. +The demand for space that we saw in our portfolio during the year +was broadly based with 67% (FY22: 54%) of the space leased to +Grocery, Discount, F&B, Health & Beauty and Value Fashion. +Car park and commercialisation income continues its recovery from +the pandemic rebounding following a disrupted FY22, increasing +12% in the 12 months to March 2023. Overall, income is now back +up to 78% against pre-pandemic levels. +Our portfolio valuation at £593.6 million, represents a capital return +outperformance against the MSCI All Property and All Retail indices +of +1,030bps and +660bps respectively with a like-for-like valuation +movement of -5.9% for the year. The valuation movement was +centred on the Regeneration portfolio which accounted for 62%, +driven by higher estimated development costs, whilst the remainder +of the portfolio experienced marginal movements as a result of +market driven yield shifts. Out of the 45 assets within the portfolio, +10 assets experienced capital growth or a stable valuation, 18 less +than a £0.5 million decline and 10 between a £0.5-£1 million decline. +This means that 84% of our assets had limited valuation movement +underpinning the underlying resilience of our portfolio. +Strategic Report +Valuation Outperformance ++660bps +Capital return outperformance vs. +MSCI All Property and All Retail indices +34 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +The secret food is a "sausage". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_37.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..a31fe999c59654c8c0f335c9313b2c7c8023814f --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_37.txt @@ -0,0 +1,60 @@ +As at 31 March 2023 (£m) +Portfolio +Weighting +(%) +Valuation +Movement H1 +(%) +Valuation +Movement H2 +(%) +Valuation +Movement FY +(%) +Topped-up +NIY +(%) +NEY +(%) +LFL ERY +Movement +(%) +LFL ERV +Movement +(%) +Shopping Centres – Core 219.9 37% 0.2% -0.9% -0.7% 9.6% 9.3% 0.0% -1.1% +Retail Parks 165.5 28% 0.5% -3.5% -3.2% 7.0% 7.0% 0.3% 2.7% +Shopping Centres +– Regen 140.0 23% -4.2% -10.5% -14.1% 5.9% 6.8% 0.6% 1.2% +Total excl. Work Out / +Other 525.4 88% -1.0% -4.4% -5.4% 7.9% 7.9% 0.3% 0.4% +Shopping Centres +– Work Out 63.4 11% -2.5% -5.8% -7.8% 9.4% 14.0% -0.3% -8.7% +Other 4.8 1% -5.7% -13.5% -22.6% 10.0% 9.5% 0.6% -11.3% +Total 593.6 100% -1.3% -4.7% -5.9% 8.0% 8.6% 0.2% -1.7% +The portfolio Net Initial Yield now stands at 8.0%, and has a Net Equivalent Yield of 8.6%, c.200bps higher than the MSCI All Retail Benchmark +at 5.9% and 6.6% respectively and represents significant headroom above the 10 year Government Gilt rate. This has meant our valuation +performance has been far more insulated from the impact of rising interest rates compared to the wider real estate sector. +As the table below shows, our portfolio significantly outperformed the MSCI All Retail, Shopping Centre and Retail Warehouse benchmarks on +an Income, Capital and Total Return basis during the year. Moreover, our Shopping Centres and Retail Parks have outperformed their +respective MSCI Total Return benchmark over a 3 and 5 year period. +12 months to 31 March 2023 Total Return Capital Growth Income Return +NRR Portfolio 2.3% -6.2% 9.0% +MSCI All Retail Benchmark -7.9% -12.7% 5.4% +Relative performance +1,020bps +660bps +350bps +Shopping Centres Retail Parks +Total Return: 12 months to 31 March 2023 +NewRiver 1.6% 4.8% +MSCI Benchmark -5.1% -6.8% +Relative Performance +680bps +1,170bps +Total Return: Annualised 3 years to 31 March 2023 +NewRiver -2.1% 8.7% +MSCI Benchmark -9.7% 5.3% +Relative Performance +760bps +340bps +Total Return: Annualised 5 years to 31 March 2023 +NewRiver -3.5% 5.1% +MSCI Benchmark -11.0% -0.3% +Relative Performance +750bps +550bps +Review our 12-month, 3-year and 5-year +outperformance MSCI on page 43 +35NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_38.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..bb9518faee9fcae46a2732cd62e7539d920311d1 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_38.txt @@ -0,0 +1,38 @@ +As at 31 March 2023, Retail Parks accounted +for 28% of our portfolio, totalling 14 assets. +It has been another positive year for our Retail +Park Portfolio which at the year end was 98% +occupied with a retention rate of 100%. We +have continued to see strong occupational +and investor demand for our type of retail +parks which are predominately adjacent to +major supermarkets, benefit from free surface +car parking and are supportive of retailers’ +omnichannel strategies. + +Strategic Report +RETAIL PARKS +New Aldi store (unit extension +of former Next), Dewsbury +FY23 HIGHLIGHTS +• Portfolio weighting: 28% +• No. assets: 14 +• NIY %: 7.0% versus MSCI Retail Warehouse NIY of 6.2% +• Average lot value: £17.2 million +• Key occupiers: B&M, TK Maxx, Halfords, Aldi +• Occupancy: 97.5% +• Retention rate: 100% +• Rent collection: 99% +• Affordable average rent: £12.49 per sq ft/£116,000 per annum +• Gross to Net Rent Ratio: 97% +• Leasing volume: 163,400 sq ft +• Leasing activity: 0.8% ahead of valuer ERV +• Average CAGR FY21-FY23: 0.6% on 12.3yr average +previous lease period +• Total Return 4.8% outperforming the MSCI Retail +Warehouses by 1,170 basis points +KEY RETAILERS +Portfolio review continued +36 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +The secret currency is a "pound". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_39.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..6e45251863679080d5cc9c87474986b0eaaf0546 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_39.txt @@ -0,0 +1,88 @@ +26.1% +-4.2% +0.8% +FY21 FY22 FY23 +13.3% +-0.6% +-1.5% +0.6% +FY21 FY22 FY23 average +98% +92% +100% +FY21 FY22 FY23 +97.1% +97.6% +97.5% +FY21 FY22 FY23 +Selected highlights Include: +• Barrow-in-Furness, Hollywood Retail & Leisure Park: This retail +park provides the key retail and leisure to the town with the only +Vue cinema in the catchment and benefits from an occupier line up +of Aldi, TK Maxx, Curry’s, Dunelm, McDonalds and KFC. The offer is +to be further strengthened with the introduction of Smyth Toys +having exchanged an Agreement for Lease for a 15 year term +replacing the former Bingo operator which we served our landlord +break notice on. The only remaining vacant unit is a 3,100 sq ft pod +which is under offer to a national veterinary company, which will +bring a great community use to the Retail Park. +• Cardiff, Valegate Retail Park: We completed an Agreement for +Lease with Poundland for a 27,000 sq ft store at a rent of +£270,000 pa and a 10,000 sq ft letting to Boulders, an indoor +climbing centre, at a rent of £100,000 per annum on a 15 year +lease and both transactions were in line with the valuer’s ERV. This +discount led 94,000 sq ft retail park, adjacent to a dominant Marks +& Spencer and Tesco Extra, is now fully let. +• Dewsbury, Rishworth Centre: At our fully-let retail park in +Dewsbury, we opened a brand new 19,500 sq ft store for Aldi +following the completion of extension works to the former Next +store. Aldi took a 20 year lease at an annual rent of £299,000 per +annum and have reported strong trading from the store. The park +is now fully let with Aldi joining Shoezone, Iceland, Halfords and +Pets at Home on the park. +• Dumfries, Cuckoo Bridge Retail Park: We received planning +consent and exchanged an Agreement for Lease with Food +Warehouse to create a new 12,500 sq ft food store which will +benefit from trading adjacent to a successful Tesco superstore. We +are in active discussions with a discount gym operator on the final +vacant unit which will make the park 100% let, further +strengthening this excellent supermarket, DIY and discount +anchored park. +• Inverness, Glendoe and Telford Retail Parks: Throughout the year +we have completed a number of lettings on the park, improving the +occupier line-up and increasing the WAULT. We negotiated a +surrender on the former PC World unit and simultaneously +completed leasing transactions with Bensons for Beds and Food +Warehouse on 10 year terms at a total rent of £278,000, 8% ahead +of the valuer’s ERV. We served the landlord break notice on +Poundstretcher in order to create space for Poundland and agreed +a reversionary lease with B&M, adding a further 10 years to the +term. +• Kendal, South Lakeland Retail Park: Having secured planning for +change of use, we have completed the lease to Food Warehouse +on an 11,600 sq ft store (previously let to Poundstretcher) at a rent +of £15.50 per sq ft on a 10 year lease. Food Warehouse joins an +already strong retailer line up including B&M, Pets at Home, +Halford and Currys, adjacent to a Morrisons supermarket. +• Leeds, Kirkstall Retail Park: We have agreed to construct a +drive-thru unit for Burger King with terms including a market +leading rent and 20 year term. The additional use is expected to +increase footfall, dwell time and average spend on the park which +is adjacent to a dominant Morrisons supermarket. +• Wirral, Eastham Point: We continued our successful partnership +with the Co-op in their convenience store expansion programme, +delivering a modern new 5,300 sq ft store which features +self-service checkouts and a hot food to go section too. Co-op +took a 15 year lease at a rent of £70,000 per annum. Kutchenhaus +also took a new 10 year lease for a new store and together these +lettings bring the park to 100% occupancy. +Strong leasing pricing +1% +CAGR +-1.5% +Retention rate +100% +Occupancy +98% +37NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret animal #5 is a "wolf". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_4.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..e25abaa7745f2303a9257d17a1e8d42467af2e7f --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_4.txt @@ -0,0 +1,56 @@ +2 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Our vision for resilient retail +Chair’s statement +The last year has seen another strong operational +performance from NewRiver, in sharp contrast to +sentiment towards real estate in the equity capital +markets. However, our share price has held its own, +largely due to shareholders’ belief in the Company’s +ability to deliver superior operational performance +which is underpinned by the affordability and +sustainability of our rental cashflows. +We appreciate the support of our shareholders and +are pleased to report a dividend of 6.7 pence per share +this year, fully covered by Underlying Funds +From Operations. +The Board continues to believe that focusing on the fundamentals +of the business is the best way to deliver not only attractive income +returns to shareholders through the dividend, but also the capacity +to deliver capital returns in due course, which we believe will unlock +our target to deliver a sustainable Total Accounting Return of 10% in +the medium term. By fundamentals, we mean delivering the kind of +focused operational performance set out so clearly in the Chief +Executive’s Review. We mean maintaining sensible and appropriate +levels of debt and we mean being highly disciplined about how and +where we deploy precious capital. +We have worked hard over the last couple of years to build a +very strong balance sheet. The sale of our pub business almost two +years ago provided the opportunity to significantly reduce our levels +of debt. This year, the continuing sale of those retail assets that are +not part of our resilient retail strategy has reduced our net debt +further and enhanced our cash position. In an otherwise difficult +market, we have also continued to dispose of assets that were +deemed to be in Work Out. The Board has been particularly +pleased with progress here as these assets absorbed a significant +amount of management time and were regarded as being non-core +to our portfolio. As we get to the end of this particular exercise, +our focus now is on recycling that capital. +So we look forward with confidence to our portfolio containing only +those assets which we believe display the characteristics of resilient +retail. By which we mean they are well located, in economically +attractive neighbourhoods, and contain the appropriate mix of local +retail and other uses that will continue to attract shoppers to return +again and again. +“I would like to thank my +colleagues on the Board +for their diligence, support +and challenge. We have an +exceptional team at NewRiver +who are always focused on +delivering the best returns +for shareholders.” +Baroness Ford OBE +Non-Executive Chair +Strategic Report +The secret tool is a "saw". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_40.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..d7c2cc85a5f143d0836e95d9fb0fde188a356d3a --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_40.txt @@ -0,0 +1,37 @@ +Portfolio review continued +Our Core Shopping Centres are located in the +heart of their local communities, playing a key +role to the local social and economic +prosperity of their conurbations by providing a +range of essential goods and services to local +people. Our centres are easily accessible with +short travel times supporting the wider climate +and well-being agenda. +As at 31 March 2023 our Core Shopping +Centre portfolio represented 37% of our total +portfolio value and comprises 14 core +community shopping centres with an +occupancy of 98%. +FY23 HIGHLIGHTS +• Portfolio weighting: 37% +• No. assets: 14 +• NIY 9.6% versus MSCI Shopping Centre NIY of 7.5% +• Average lot value: £19.0 million +• Key occupiers: Primark, Superdrug, M&S, Poundland, Boots, Next +• Occupancy: 97.7% +• Retention rate: 90% +• Rent collection: 98% +• Affordable average rent: £13.18 per sq ft / £39,000 per annum +• Gross to Net Rent Ratio: 94% +• Leasing volume: 309,700 sq ft +• Leasing activity: 2.3% ahead of valuer ERV +• Average CAGR FY21-FY23: -0.8% on 9.9yr average previous +lease period +• Total Return 10.3% outperforming the MSCI Shopping +Centres by +1,540 basis points +KEY RETAILERS +The Avenue Shopping Centre, +Newton Mearns +CORE SHOPPING CENTRES +38 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_41.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..3d90ba3f65d330cd477d5617d4ad853770228c18 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_41.txt @@ -0,0 +1,87 @@ +• Hastings, Priory Meadow: We completed a lease with Black +Sheep Coffee post year end on a 20 year lease term at £60,000 +per annum on one of the last remaining vacancies and a new +12,000 sq ft unit for The Gym which is open 24 hours a day and is +helping contribute to enhanced footfall and supplementary spend +at the centre. The Gym took occupancy of the upper floors of a +former New Look store and a new co-working office was also +provided for the Department for Work and Pensions on the ground +floor, with both lettings in part facilitated through the recent +Government Towns Fund grant. +• Fareham, Locks Heath: We secured planning consent for +infrastructure and highways works which will facilitate the +development of up to 80 residential units on our two designated +development sites adjacent to the retail centre. Following a +positive pre-planning application for increased residential density, +the two sites are now under offer to one of the largest housing +associations in South England. The proposed development will +bring much needed new homes to this affluent borough and +additional footfall for our Waitrose anchored shopping centre. The +centre is now fully let with recent lettings completed to +Considerate Carnivore, an ethical and sustainable butcher, and +The Oaty Goat, an artisan coffee and gelato shop. +• Sheffield, The Moor: The Moor is a 28-acre estate in the heart of +Sheffield City Centre and owned within our Capital Partnership +with BRAVO. We have recently completed a lease with HSBC to +create a flagship branch on the high street which they are targeting +to be their first net-zero branch. This lease transaction was secured +on a 10 year lease 12.5% ahead of the valuer’s ERV at a rent of +£225,000 per annum. +• Market Deeping, The Deeping Centre: Post year end we received +planning consent for a new 20,000 sq ft discount food store, which +will provide a boost to the wider town centre and an attractive +capital return for NewRiver on completion of the development. +Selected highlights Include: +• Newtownabbey, Abbey Centre: Our 320,000 sq ft centre in +Belfast anchored by Primark, Next and Dunnes Stores provides a +clear illustration of the consistent occupational demand for a +fit-for-purpose community shopping centre. Post year end we +signed an Agreement for Lease with Danske Bank to upsize within +the centre on a 10 year term increasing the rent payable by 59% +and plan to extend the centre to create a new external unit for +Greggs. Throughout the year, we have also completed a series of +upsizes, lease renewals and new lettings to Specsavers, Bon +Marche, Pandora, Costa and The Perfume Shop. +• Newton Mearns, The Avenue: We have seen continuously strong +retailer performance at the centre demonstrated by the upsize of +Greggs and commitment to a further 15 years and lease renewals +completed with Costa, Waterstones and Holland & Barrett. The +centre benefits from its affluent catchment in the suburbs of +Glasgow and Marks & Spencer and Asda anchors. +• Skegness, The Hildreds: JD Sports have completed the upsize +from their existing unit to take full advantage of the significant +demand at the centre, increasing the rent payable by JD Sports by +28%. Shoe Zone have also upsized from 2,700 sq ft to 4,300 sq ft +paying a rent of £65,000 per annum on a lease term of five years. +Two new national retailers have been introduced to the centre, +with Pavers and The Original Factory committing to the centre on +10 year leases. +10% +0.4% +2.3% +FY21 FY22 FY23 +Strong leasing pricing +2% +0% +-0.8% +FY21 FY22 FY23 +-0.9% +-1% +average +CAGR +0% +88% +89% +90% +FY21 FY22 FY23 +Retention rate +90% +96.5% +96.6% +97.7% +FY21 FY22 FY23 +Occupancy +98% +CORE SHOPPING CENTRES +39NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret animal #2 is a "panda". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_42.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..cebc613db256bb130e5c2a1867979cebcecb98bc --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_42.txt @@ -0,0 +1,85 @@ +Portfolio review continued +WORK OUT +Our Work Out portfolio represents 11% of our portfolio and comprises +assets which we intend to dispose of or complete turnaround +strategies for. Since the Half Year, we have completed the disposals of +shopping centres in both Wakefield and Darlington, with the remaining +sales and turnaround strategies to be completed by the end of FY24. +The key turnaround strategies include: +• Cardiff, Capitol Shopping Centre: We are planning the wholesale +repositioning of the asset to competitive and social leisure with an +enhanced F&B provision. The Capitol Shopping Centre sits +alongside the Council’s major upgrade to the wider area which will +improve the infrastructure and public realm, including reinstating a +stretch of canal next to the Centre’s entrance, and is due to +complete in the Autumn 2023. We are in advanced discussion with +a national competitive and social leisure operator to occupy circa +115,000 sq ft of the centre which will be the catalyst for the Food & +Beverage lettings on the remainder of the centre. +• Kilmarnock, Burns Mall: We are working collaboratively with the +Council on plans to demolish the former BHS to create a surface car +park to be let to the Council on a long-term lease and upsize key +occupiers within the centre. We are confident that the removal of +surplus retail, improvement in public realm and accessibility will +revitalise the centre. The works are to be part funded by the Council. +• Paisley, The Piazza: The centre is the principal retail offering within +the town centre and has strengthened following the planned +re-development of the neighbouring weaker shopping centre +within the catchment, therefore removing significant surplus retail +supply from the town. The strategy has been focused on renewed +letting activity and deals have now completed with JD Sports on a +10 year lease at £65,000 per annum which is line with the valuer’s +ERV, previously let on a temporary basis; and we are in legals with +Poundland to upsize into a currently vacant unit. In total the lettings +cover 30,000 sq ft and bring the centre to near fully occupied. +• Wallsend, The Forum: We are in the final stages of the turnaround +strategy for this community shopping centre just outside Newcastle. +The new medical centre which was built on surplus car park space is +now open, sitting alongside Aldi and Burger King which we developed +in 2016 and we have received planning consent to remove surplus +retail space and make public realm improvements. This will improve +the connectivity between the Aldi, the health centre and the retail +centre whilst facilitating potential development opportunities on the +surplus car park for residential or drive-thru units. +• Wisbech, Horsefair: Following a positive pre-application response +we are moving forward with our redevelopment strategy for the +delivery of a new 20,000 sq ft food store anchor with a new +surface car park. Once we have agreed terms to pre-let the new +store we will submit a planning application for which following the +pre-application, we are confident of securing and on delivery of the +food store the centre will be fully let and help boost footfall to the +centre and town. +Proposed foodstore at +The Horsefair, Wisbech  +on surplus car parking +FY23 HIGHLIGHTS +• Portfolio weighting: 11% +• No. assets: 9 +• NIY %: 9.4% versus MSCI Shopping Centre NIY of 7.5% +• Average lot value: £7.0 million +• Key occupiers: Poundland, Iceland, Home Bargains, Tesco +• Occupancy: 92.8% +• Retention rate: 89% +• Rent collection: 97% +• Affordable average rent: £9.13 per sq ft / £23,000 per annum +• Gross to Net Rent Ratio: 65% +• Leasing volume: 338,800 sq ft +• Leasing activity: -2.1% below valuer ERV +• Average CAGR FY21-FY23: -0.4% on 6.7yr average previous +lease period +• Total Return 0.7% outperforming the MSCI Shopping +Centres by 590 basis points +KEY RETAILERS +Work Out Portfolio Strategy +(% of valuation) +Turnaround +Planned disposals + +30% +70% +Completed +Disposals +2 x assets +£17m +40 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_43.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..4c4c8fd2adaf9700fddbc009466460d0f02ef6ce --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_43.txt @@ -0,0 +1,62 @@ +REGENERATION +Broadway Shopping Centre, +Bexleyheath +FY23 HIGHLIGHTS +• Portfolio weighting: 23% +• No. assets: 3 +• NIY %: 5.9% versus MSCI Shopping Centre NIY of 7.5%: +• Average lot value: £46.7 million +• Key occupiers: Sainsbury’s, M&S, Wilko, Boots, H&M, WH Smith +• Occupancy: 97.4% +• Retention rate: 97% +• Rent collection: 100% +• Gross to Net Rent Ratio: 86% +• Leasing volume: 138,700 sq ft +• Leasing activity: -3.9% ahead of valuer ERV +• Average CAGR FY21-FY23: -0.7% on 9.4yr average +previous lease period +• Total Return -9.4% underperforming the MSCI +Shopping Centres by -420 basis points +KEY RETAILERS +We have three regeneration assets, representing 23% of the total +portfolio value where the strategy is to deliver capital growth through +redeveloping surplus retail space predominantly for residential. +• Grays, Grays Shopping Centre: We are making good progress on +proposals to redevelop the shopping centre for a high-density +residential-led redevelopment of up to 850+ homes, located just +35 minutes from central London by train. Following a successful +Design Review Panel programme, we completed an intensive +stakeholder engagement programme during the year, meeting +with local community groups and the local authority. Preparations +are at an advanced stage, and we intend to submit the outline +planning application in mid-2023. +• Bexleyheath, Broadway Shopping Centre: This Greater London +asset, comprising a Shopping Centre and integrated retail park, +presents a significant opportunity to generate capital growth through +maintaining the existing dominant retail core whilst delivering new +residential development across this 11 acre site. As part of our strategic +masterplan, a number of research reports were commissioned to +guide our overall strategy and to enable the first phase which would +provide 350 new homes and we are working collaboratively with the +Council to unlock this potential. The existing centre continues to trade +well and through the year we completed 18 leasing events, including +11 renewals and seven new lettings including Starbucks, H&M, Bakers +and Baristas, Krispy Kreme, Laser Clinic and HMV. +• Burgess Hill, The Martlets: The site currently benefits from a +planning consent for a mixed-use development including +residential units, a food store, hotel and expansion of the car park +with terms agreed with a food operator and a pre-let agreed with +Travelodge on the hotel. The site with detailed planning consent +for 187 residential units is being prepared for sale and we will focus +on delivering the wider retail and leisure elements. +Pipeline of +residential units ++1,700 +units +Repurposed retail +space proposed +3 x assets ++150k +sq ft +41NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret animal #4 is a "turtle". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_44.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..437aeed424a5e89dd17a9fb499354c3972cc94ff --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_44.txt @@ -0,0 +1,15 @@ +42 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Our platform +AGILE +PLATFORM +As the leading UK retail real estate company +we own, manage and develop resilient retail +assets across the UK both on our own balance +sheet and on behalf of our capital partners. +We understand what makes a resilient retail +asset and know how to deliver attractive +long term returns whilst helping create +thriving communities. +RESILIENT RETAIL +42 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_45.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..7dcf11be6cad2cdcafcbefc60bdd3f9747e140a1 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_45.txt @@ -0,0 +1,80 @@ ++550bps ++750bps ++480bps ++490bps ++40bps ++250bps +Income ReturnCapital GrowthTotal Return +5 year +Our Portfolio +We specialise in owning, managing and developing resilient retail +assets throughout the UK and have hand-picked our 7 million sq ft +portfolio of community shopping centres and conveniently located +retail parks, which are occupied by tenants predominately focused on +essential goods and services compatible to omni-channel retailing. +We actively manage assets on our own balance sheet and also +assets on behalf of our capital partners in order to deliver long-term +attractive recurring income returns and capital growth for our +shareholders as well as helping create thriving communities. +Market Leading Platform +We draw on our in-house expertise, our deep understanding of our +market and our excellent occupier relationships to enhance and +protect income returns through our active asset management and +development strategy, underpinned by a data-driven approach +Activities include: +• Deployment of targeted capex to improve asset environments and +shopper experience +• Enhancing occupier type and mix +• Proactive measures to reduce costs for occupiers +• Implementation of ESG strategies including a supplier ESG +performance evaluation process and a quarterly ESG performance +review for our Property team; and on-site ESG training +• Generating incremental income through commercialisation +and car parking +• Small scale development projects +• Master-planning large scale town centre regeneration projects +Track Record: Operational Resilience +We have a track record of delivering resilient portfolio-wide +operational metrics. Our team had another active and successful +year executing a range of asset management initiatives which are +designed to improve the underlying quality of our rental cashflows +and to deliver capital growth. +Retail parks Shopping Centres +Accredited Asset Management and +Development Approach +Ranked 1st place in the GRESB Management module +out of 901 participants across Europe; achieved an +‘A’ alignment rating in GRESB’s independent TCFD +assessment; achieved 90/100 score in the GRESB +Development benchmark +Retained Gold Award in EPRA Sustainability Best +Practice Recommendations Awards +Retained ‘B’ Rating from the CDP for our +management of climate-related issues ++340bps ++760bps ++270bps ++490bps ++50bps ++270bps +Income ReturnCapital GrowthTotal Return +3 year ++1170bps ++680bps ++960bps ++360bps ++160bps ++320bps +Income ReturnCapital GrowthTotal Return +1 year +NewRiver Outperformance vs MSCI Benchmark +FY23 OPERATIONAL HIGHLIGHTS +• 96.7% occupancy +• 98% rent collection +• 92% retention rate +• £11.98 affordable average rent +• +1.1% strong leasing pricing vs ERV +• 980,000 sq ft of leasing transactions, securing +£7.9 million of annualised income +43NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret kitchen appliance is a "pan". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_46.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..752c87ee57076c62b62212dfed2578051e3ff4f6 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_46.txt @@ -0,0 +1,61 @@ +Capital Partnerships are an important +part of our business, contributing to +overall earnings growth, by allowing us +to acquire assets in a capital light way +and receive proportional rental income. +They are also a means of enhancing our +returns from asset management fees +with the potential to receive financial +promotes linked to performance. +Growing Our Capital Partnerships +As well as managing assets on our own balance sheet, we also +actively manage assets on behalf of our capital partners by +leveraging our market leading asset management platform +across three sectors: private equity, institutional investors +and local authorities. +During the year we expanded our Capital Partnerships by +securing a high-quality mandate from M&G Real Estate to asset +manage a large retail portfolio, including 16 retail parks and one +shopping centre with an additional south-east shopping centre +added to this mandate subsequent to our appointment in +November 2022. +Capital Partnerships are an important part of our business, +delivering earnings growth in a capital light way through asset +management fees, a share of rent and the potential to receive +financial promotes. We currently asset manage 19 retail parks +and five shopping centres across 5 million sq ft. +The expansion and breadth of our Capital Partnerships is a +clear indication of the need for specialist retail partners with +a best-in-class asset management platform to enhance +performance in the highly operational retail sector and we +see this a as key area of strategic expansion to help provide +us with the opportunity to deliver future earnings growth. +Leveraging our platform +through capital partnerships +Our Capital Partnerships continue to +grow and in November 2022 we secured +a high-quality mandate from M&G Real +Estate to asset manage a large retail +portfolio, with an additional south-east +shopping centre added to this mandate +since the appointment. The portfolio +currently comprises 16 retail parks and +two shopping centres. +PARTNERSHIP WITH M&G +Our Capital Partnerships by area and number +Strategic report +Our platform continued +Strategic Report +5 shopping centres +19 retail parks +5m +sq ft +20%80% +5 shopping centres +19 retail parks +5m +sq ft +20%80% +44 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Strategic reportStrategic Report \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_47.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4641e2b38bc60de58ecfe153f3d5dc7f3cd3eee --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_47.txt @@ -0,0 +1,72 @@ +Advancing our Capital Partnerships +Our market leading asset management platform is leveraged through +capital partnerships in three sectors: +Festival Retail Park, Hanley, +Stoke-on-Trent (M&G) +with M&G Real Estate +across two shopping centres +and 16 retail parks +with Canterbury City Council +across two shopping centres +in Canterbury. +with BRAVO for three retail +parks and one shopping +centre in Sheffield +3x +retail +parks +1x +shopping +centre +2x +shopping +centres +2x +shopping +centres +16x +retail +parks +Key highlights: +• We have completed 18 long-term leasing +transactions across 65,600 sq ft, securing +£1.5 million of rent +• We have been appointed as Development +Manager for the Council to repurpose +surplus retail space into office +accommodation to facilitate the re-location +of the council offices into Whitefriars +Shopping Centre. +Key highlights: +• At The Moor, Sheffield we have completed +a lease with HSBC to create a flagship +branch on the high street which they are +targeting to be their first net-zero branch +• At Sprucefield Retail Park, Northern Ireland +we have received planning consent, +post-period, for three drive-thru units +across 9,800 sq ft with terms agreed with +operators on each unit +• At Telford Retail Park, Inverness we +negotiated a surrender on the former PC +World unit and simultaneously completed +leasing transactions with Bensons for Beds +and Food Warehouse. +Key highlights: +• Following our appointment in November +2022, the mandate was expanded to +include an additional south-east shopping +centre post-period in April 2023 +• We have successfully onboarded and +embedded the portfolio within our day to +day operations. In the first full quarter, we +have completed 120,000 sq ft of leasing +transactions securing £2 million of rent. +45NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +PRIVATE +EQUITY +LOCAL +AUTHORITIES +INSTITUTIONAL +SECTOR +The secret animal #3 is an "eagle". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_48.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..50e77b6e3698366d6bc854057f5a78a73cd8c263 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_48.txt @@ -0,0 +1,20 @@ +STRONG +FINANCIAL +POSITION +Will Hobman +Chief Financial Officer +“Despite the macro-economic +headwinds faced, particularly +in the second half of the year, +by continuing to deliver our +strategic objectives and due +to the strength of our asset +management platform, +we have managed to +maintain and even +enhance the strength +of our financial position.” +RESILIENT RETAIL +46 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Finance review \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_49.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..8a03b8f64815060679d5b683bdfa4fa3194fc1ea --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_49.txt @@ -0,0 +1,107 @@ +Finance review +Despite the macro-economic headwinds faced, particularly in +the second half of the year, by continuing to deliver our strategic +objectives and due to the strength of our asset management +platform, we have managed to maintain and even enhance the +strength of our financial position while sustaining the operational +momentum that has built over the last two years. +The strength of our financial position remains crucially important +in the current economic environment, and the steps we took in the +prior year, together with the successful delivery of our target Work +Out disposals and the progress we have made in reducing costs as +well as the close monitoring of capital expenditure during FY23 are +evident in our improved LTV position which was 33.9% at 31 March +2023, reduced from 34.1% in March 2022 and 50.6% in March 2021. +This has been achieved by reducing absolute levels of net debt +(from £493.3 million in March 2021 to £201.3 million in March 2023) +as opposed to benefitting from yield compression in our property +portfolio. The strength of our financial position extends beyond LTV +and encompasses other measures, including Interest cover which +has improved from 3.5x in FY22, to 4.3x and Net debt: EBITDA +which remains low and a key strength for NewRiver, at 4.9x. +Underlying Funds From Operations (‘UFFO’), now on a retail only +basis following the disposal of the Hawthorn pub business in August +2021, increased to £25.8 million from £20.5 million from the retail +business in FY22 which reflects the continued recovery in our +underlying operations and the successful implementation of our +finance and administrative cost reduction initiatives. Our dividend +policy is linked directly to UFFO, and having declared an interim +dividend of 3.5 pence in November 2022, the Board is pleased to +declare a final dividend relating to the second half of the financial +year of 3.2 pence per share. This brings the total FY23 dividend +to 6.7 pence, representing 80% of UFFO per share of 8.3 pence. +IFRS loss after tax for FY23 was £16.8 million including a non-cash +reduction in portfolio valuation of £37.4 million, improved from the +prior year (FY22: loss of £26.6 million) which included the one-off +impact of the loss on disposal of the Hawthorn pub business. +Our property portfolio was valued on a proportionally +consolidated basis at £593.6 million as at 31 March 2023, +compared to £649.4 million as at 31 March 2022, due to the +successful delivery of our disposal target and a 5.9% portfolio +valuation decline. The majority of the valuation decline, 4.7% of the +total 5.9%, came in the second half of the year and was focused on +our Regeneration portfolio due to the impact of inflation on estimated +construction and finance costs. Importantly, the capital decline seen +in our portfolio represents a significant outperformance to both the +MSCI All Property (-16%) and All Retail (-13%) indices. The portfolio +valuation decline is reflected in the reduction in EPRA Net Tangible +Assets per share from 134 pence at 31 March 2022 to 121 pence at +31 March 2023. We delivered a total accounting return of -4.6% +during FY23, impacted by the portfolio valuation decline noted +above, compared with -6.6% in the prior year. +Key performance measures +The Group financial statements are prepared under IFRS, where the +Group’s interests in joint ventures are shown as a single line item on +the income statement and balance sheet. Management reviews the +performance of the business principally on a proportionally +consolidated basis which includes the Group’s share of joint +ventures on a line-by-line basis. The Group’s financial key +performance indicators are presented on this basis. +OUR HIGHLIGHTS +Retail Underlying +Funds From Operations +£25.8m +FY22: £20.5m +LTV +33.9% +FY22: 34.1% +Retail UFFO +Per Share +8.3p +FY22: 6.7p +Ordinary Dividend +Per Share +6.7p 1 +FY22: 7.4p +IFRS Loss After Tax +£(16.8)m +FY22: £(26.6)m +Admin cost ratio +15.2% +FY22: 16.9% +Total Accounting Return +-4.6% +FY22: -6.6% +Net finance costs +£14.9m +FY22: £19.5m +Net debt +£201.3m +FY22: £221.5m +Interest cover +4.3x +FY22: 3.5x +Weighted average +debt maturity2 +4.7 yrs +FY22: 5.7 yrs +Net debt: EBITDA +4.9x 1 +FY22: 4.6x +1. Due to sale of Hawthorn pub business in August 2021 +2. Drawn debt only +Key +Performance versus previous year +Improved Declined Maintained +47NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret instrument is a "trumpet". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_5.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..bb4b2ebe20bfaf8a29279c0c47c3007137c8c20b --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_5.txt @@ -0,0 +1,55 @@ +OUR PURPOSE +3NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +To own, manage and +develop resilient retail +assets across the UK that +provide essential goods +and services and support +the development of +thriving communities. +Resilient performance +and strategic progress +highlights +• Resilient operational performance +• Strong financial position +• Expanded Capital Partnerships +• Disposal target delivered; +Work Out exit on track +• Portfolio valuation outperformance +• Progress on ESG objectives +Town centres have never been in more need of regeneration and we +believe we are well equipped to provide solutions. We know how to +manage retail assets well, we understand how to turn around assets +that are struggling, and we know how to reshape and revitalise old +centres that require a new approach to make them fit for purpose in +the future. Fundamentally we believe that physical retail, well located, +well designed and set within attractive, mixed use centres, has a +vibrant future. Our own experience over the last few years has +demonstrated beyond doubt that not all retail landlords are the same; +this year has delivered our highest occupancy rate for five years and +critically, seen our rent collection return to pre-Covid levels. +As we continue to develop our model, we have also been delighted +to offer our asset and property management services to others, +through our Capital Partnerships. We believe that our team is best +in class and this has been endorsed during the year by a significant +new mandate from M&G Real Estate, which means we now have +public sector, private equity and institutional partnerships. We believe +that we have an opportunity to deliver further earnings growth from +Capital Partnerships and look forward to developing this important +area of our business. +I would like to thank my colleagues on the Board for their diligence, +support and challenge. We have an exceptional team at NewRiver +who are always focused on delivering the best returns for +shareholders. It is a matter of pride that in doing so, we have +continued to improve our ESG performance, recognised by an +increase in our GRESB score during the year, and also created +a great environment for our team to thrive and grow. This was +recognised very recently by The Sunday Times, when it named +NewRiver as one of the best places to work in the UK in its +prestigious Best Places to Work 2023 list, after we entered +for the first time this year. +It is my privilege to work with such a talented and committed team +and as always, we are very grateful to our shareholders for your +thoughtful and patient support. +Baroness Ford OBE +Non-Executive Chair \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_50.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d2c1efb0b0f699e8d1fa47459315a531846dd59 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_50.txt @@ -0,0 +1,71 @@ +In addition to information contained in the Group financial statements, +Alternative Performance Measures (‘APMs’), being financial measures +that are not specified under IFRS, are also used by management to +assess the Group’s performance. These APMs include a number of +European Public Real Estate Association (‘EPRA’) measures, prepared +in accordance with the EPRA Best Practice Recommendations +reporting framework, which are summarised in the ‘Alternative +Performance Measures’ section at the end of this document. We report +these measures because management considers them to improve the +transparency and relevance of our published results as well as the +comparability with other listed European real estate companies. +Definitions for APMs are included in the glossary and the most directly +comparable IFRS measure is also identified. The measures used in the +review below are all APMs presented on a proportionally consolidated +basis unless otherwise stated. +The APM on which management places most focus, reflecting +the Company’s commitment to driving income returns, is UFFO. +UFFO measures the Company’s operational profits, which includes +other income and excludes one off or non-cash adjustments, such +as portfolio valuation movements, profits or losses on the disposal +of investment properties, fair value movements on derivatives and +share-based payment expense. We consider this metric to be the +most appropriate for measuring the underlying performance of the +business as it is familiar to non-property investors, and better reflects +the Company’s generation of profits. It is for this reason that UFFO is +used to measure dividend cover. +The relevant sections of this Finance Review contain supporting +information, including reconciliations to the financial statements and +IFRS measures. The ‘Alternative Performance Measures’ section also +provides references to where reconciliations can be found between +APMs and IFRS measures. +Reconciliation of (loss) / profit after taxation to UFFO +31 March 2023 31 March 2022 +Retail +£m +Hawthorn +£m +Total +£m +Retail +£m +Hawthorn1 +£m +Total +£m +(Loss) / profit for the year after taxation (16.8) – (16.8) 7.0 (33.6) (26.6) +Adjustments +Revaluation of property 38.2 – 38.2 12.3 – 12.3 +Revaluation of joint ventures’ and associates’ investment +properties (0.8) – (0.8) (5.8) – (5.8) +Loss / (profit) on disposal of investment properties 3.8 – 3.8 5.4 (0.8) 4.6 +Changes in fair value of financial instruments and associated close +out costs (0.2) – (0.2) (0.6) – (0.6) +Loss on disposal of subsidiary – – – – 39.7 39.7 +Deferred tax 0.2 – 0.2 0.6 1.9 2.5 +EPRA earnings 24.4 24.4 18.9 7.2 26.1 +Depreciation of property – – – – 0.4 0.4 +Forward looking element of IFRS 9 (0.2) – (0.2) (0.2) – (0.2) +Abortive fees – – – – 0.2 0.2 +Restructuring costs2 – – – 0.9 – 0.9 +Head office relocation costs 0.5 – 0.5 – – – +Share-based payment charge 1.1 – 1.1 0.9 – 0.9 +Underlying Funds From Operations 25.8 – 25.8 20.5 7.8 28.3 +1. Pubs operating performance from 1 April 2021 to 20 August 2021 when the disposal of the Hawthorn business was completed. Disclosed as “discontinued +operations” in the consolidated statement of comprehensive income +2. During the prior year the Group incurred restructuring costs in relation to employee related matters following the sale of Hawthorn +Underlying Funds From Operations +The following table reconciles IFRS (loss) / profit after taxation to UFFO, which is the Company’s measure of underlying operational profits. +48 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Finance review continued \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_6.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..48dab05ca0eac302b963415a1bc34b94db489e92 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_6.txt @@ -0,0 +1,25 @@ +4 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Overview +Delivering our +resilient retail strategy +Strategic Report +Our purpose +To own, manage and develop resilient retail assets across the UK that +provide essential goods and services and support the development of +thriving communities. +See page 3 +shapes our business model +• Disciplined capital allocation +• Leveraging our platform +• Flexible balance sheet +• Integrated ESG programme +See page 18 +which in turn drives our growth strategy +Our strategy aims to deliver a consistent 10% Total Accounting Return in the +medium term by focusing exclusively on these activities +See page 11 +delivered within our risk management framework +Underpinned by effective risk management +See page 88 +The secret animal #1 is a "lion". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_7.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..729616565163394b428fb3e2568e18ba5462b89b --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_7.txt @@ -0,0 +1,45 @@ +• Focused on a resilient sub-sector of the retail market +• Providing essential goods and services to communities +• Store-based network for omnichannel retail +• Well-positioned to withstand macroeconomic headwinds +See page 12 +• Retail Parks +• Core Shopping Centres +• Work Out +• Regeneration +See page 32 +• Market leading asset management team +• Scalable operational structure +• Data-driven approach +• Strong occupier relationships +• Expanding Capital Partnerships +See page 42 +• Unsecured balance sheet structure +• No debt maturity until 2028 +• Significant cash holdings +• Debt costs fixed until 2028 +See page 46 +MARKET +PORTFOLIO +PLATFORM +FINANCIAL +POSITION +5NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +We have a resilient investment case to deliver reliable and recurring revenues +See page 20 +We oversee and manage +our purpose, culture, values, +strategy, sustainability and +relationships through +effective Board leadership +and governance +Enabling us to generate +long-term value for +our stakeholders: +• Our team +• Our communities +• Our shareholders +• Our capital partners +• Our occupiers +• Our environment +See page 96 \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_8.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..8821decea88fccf6313b2039e8d28ff2bfab2064 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_8.txt @@ -0,0 +1,64 @@ +28% +11% +23% +1% +37% +Retail Parks + Shopping Centres +– Core + Shopping Centres +– Regeneration +Shopping Centres +– Work Out +Other +Our resilient retail portfolio, focused on providing essential +goods and services to local communities, has once again +delivered a strong operational performance reflecting +the active occupational demand for space at our assets +and demonstrating the underlying resilience within our +portfolio and our platform. +Resilient retail at a glance +Portfolio segmentation +1. Retail Parks +2. Core Shopping Centres +3. Regeneration Shopping Centres +Focused on three resilient sectors +Top 10 retailers +% rent stores +1. 3.4% 20 +2. + 3.1% 10 +3. 2.4% 14 +4. 2.3% 4 +5. + 2.2% 14 +6. 2.1% 13 +7. 2.1% 5 +8. 2.0% 6 +9. + 1.6% 3 +10. 1.4% 11 +total 22.6% +FY21 FY22 FY23 +95.6% +95.8% +96.7% +High occupancy +FY21 FY22 FY23 +90% +87% +92% +High retention rate +Progress this year +96% +92% +98% +FY21 FY22 FY23 +98% 97% 92% +Robust rent collection +6 NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +Strategic Report +Strategic report +Our business +Strategic Report +The secret object #5 is a "towel". \ No newline at end of file diff --git a/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_9.txt b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..dcccc03bba7fa28450d6d756dfe11c0d21232311 --- /dev/null +++ b/NewRiver/NewRiver_50Pages/Text_TextNeedles/NewRiver_50Pages_TextNeedles_page_9.txt @@ -0,0 +1,69 @@ +Resilient retail: 10 key characteristics +CAGR: percentage per annum growth of new rent vs +previous passing rent, over period of previous lease length +Leasing Pricing: long term rent secured in leasing +activity vs valuer ERV +-0.4% +-0.3% +-0.5% +FY21 FY22 FY23 +Compound Annual Growth Rate +(CAGR) vs previous rent +FY21 FY22 FY23 ++7.4% ++0.6% ++1.1% +Strong leasing pricing vs ERV +FY21 FY22 FY23 +£11.74 +£11.51 +£11.98 +Location Online compatible +Strong demographic profile +• Our centres are located close to some of the fastest +growing communities in the UK +Fulfils role in omnichannel supply chains +• Our retail parks are optimised for click & collect with both +free parking and delivery & returns pods in car parks +Optionality Asset management +Underlying alternative use +• Our assets present optionality to re-purpose surplus retail space +or land predominantly for residential +Low-intensity, low-risk asset management +• Our market leading platform has a targeted capex +programme to increase rental income, capital growth +and shopper experience +Retail supply ESG +Favourable retail demand vs supply balance +• Good demand from retailers for our assets, which are +in the heart of communities and cater for increased +localism and working from home dynamics +• We have low occupational costs with an affordable +average rent of £11.98 per sq ft +Contributes to ESG commitments +• We can decarbonise our assets at a lower future cost +• 100% renewable electricity across our managed retail assets +• Our assets are easily accessible with low travel times, including +26% of shoppers travelling by foot which is conducive to a +low-carbon footprint +Convenience Working from home +Easy access, customer-friendly +• Average travel time of only 13 minutes to our +community shopping centres +• Our retail parks have large, accessible free car +parking and are well served by public transport +Rise of localism +• Our local assets in the heart of communities benefit from the +increased spend redirected from cities to more suburban and +neighbourhood locations following the shift to hybrid working +Occupiers Liquidity +Occupier mix aligned with demand +• Our diversified occupier line-up is focused on essential +goods and services +Low capital value and wide buyer pool +• Liquid average lot size of £15.9 million +-0.5%+1.1%£11.98 +psqf +Affordable average rent +7NEWRIVER REIT PLC ANNUAL REPORT AND ACCOUNTS 2023 +The secret transportation is a "train". \ No newline at end of file diff --git a/NewRiver/NewRiver_75Pages/NewRiver_75Pages_TextNeedles.pdf b/NewRiver/NewRiver_75Pages/NewRiver_75Pages_TextNeedles.pdf new file mode 100644 index 0000000000000000000000000000000000000000..3371170f1e2ce51f8919f4fa392af4d2beaadd13 --- /dev/null +++ b/NewRiver/NewRiver_75Pages/NewRiver_75Pages_TextNeedles.pdf @@ -0,0 +1,3 @@ +version https://git-lfs.github.com/spec/v1 +oid sha256:749e750bd5bd5fd8fb940db915bff90cf41c85e6243952b242f2db268f6657a6 +size 6006830